NZME Limited/Announcement
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NZME Full Year Results

Full Year Results22 February 2018NZMCommunication Services

NZME Limited
Results for announcement to the market


Reporting Period 12 months to 31 December 2017

Previous Reporting Period 12 months to 31 December 2016


Amount (000s) Percentage change

Revenue from ordinary

activities

$NZ 390,688 -4.2%

Profit (loss) from ordinary

activities after tax

attributable to security

holder

$NZ 20,885 141.3%

Net profit (loss)

attributable to security

holders

$NZ 20,885 -72.0%


Final Dividend Amount per security Imputed amount per

security

NZ 6.0 cents NZ 2.3333 cents

i


i A supplementary dividend of NZ 1.0588 cents per security 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.


Record Date 18 April 2018

Dividend Payment Date 3 May 2018


Comments: A brief For the 12 months to 31 December 2017, NZME

Limited’s reported profit from ordinary activities after tax

was NZ$ 20.9 million compared to a loss of NZ$50.6

million in the comparative period. The loss from

ordinary activities for the 12 months to 31 December

2016 contained some significant non-repeating tax

adjustments in relation to the settlement of historical

matters with the IRD.


The net profit after tax for the year to 31 December

2017 of NZ$ 20.9 million is down 72% from the net

profit after tax of NZ$ 74.5 million for the year to 31

December 2016 (which included a non-controlling

interest profit of NZ$ 13.9 million and the impact of the

demerger from HT&E Limited (previously APN News &

Media Limited) in June 2016).


Net assets per share as at 31 December 2017 was NZ$

1.47 compared to NZ$ 1.46 as at 31 December 2016.


Net tangible assets per share as at 31 December 2017

was NZ$ (0.21) compared to NZ$ (0.23) as at 31

December 2016



Refer to the attached audited Consolidated Financial Statements for the year ended

31 December 2017 for NZME Limited and its subsidiaries and the Results

Presentation for a more detailed analysis and explanation.

---

Page 1
Consolidated Financial Statements

NZME Limited

for the year ended 31 December 2017

Page 2
CONTENTS

CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2017

Directors’ Statement

3

Consolidated Income Statement

4

Consolidated Statement of Comprehensive Income

5

Consolidated Balance Sheet

6

Consolidated Statement of Changes in Equity

7

Consolidated Statement of Cash Flows

8

Notes to the Consolidated Financial Statements*

Basis of Preparation

9

Group Performance

11

Operating Assets and Liabilities

17

Capital Management

26

Taxation

38

Group Structure and Investments in Other Entities

41

Other Notes

46

Independent Auditor’s Report

49

*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 is also included under the Basis of

Preparation section on pages 9 to 10.

Page 3
DIRECTORS’ STATEMENT

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 2017, 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 2017 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 2 to 48 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

Peter Cullinane

Director

Carol Campbell

Director

Date: 21 February 2018

Page 4
CONSOLIDATED INCOME STATEMENT

for the year ended 31 December 2017

NOTE

2017

$’000

2016

$’000

CONTINUING OPERATIONS

Revenue2.1

390,688

4 07,8 5 6

Finance and other income 2.1

926

2,340

Total revenue and other income

2.1

391,614

410,196

Expenses from operations before finance costs, depreciation,

amortisation

2.2.1

(332,839)

(363,553)

Depreciation & amortisation2.2.2

(24,946)

(23,845)

Finance costs2.2.3

(4,497)

(9,300)

Profit / (loss) from continuing operations before income tax

expense

29,332

(13,498)

Income tax expense5.1

(8,447)

(64,050)

Profit / (loss) from continuing operations for the year20,885

(50,552)

DISCONTINUED OPERATIONS

Profit / (loss) after tax from discontinued operations

-

125,095

Profit / (loss) for the year


20,885

74,54 3

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

Owners of the Company

20,885

60,618

Non-controlling interests

-

13,925

Profit / (loss) for the year


20,885

74,54 3

NOTE

CENTS

CENTS

Earnings per share from continuing operations

attributable to the ordinary shareholders of the company

Basic / diluted earnings per share2.3

1 0.7

(28.0)

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

1 0.7

30.9

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

Page 5
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the

accompanying notes.

NOTE

2017

$’000

2016

$’000

Profit for the year20,885

74,543

OTHER COMPREHENSIVE INCOME

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations4.2

(15)

44,846

Items that will not be reclassified to profit or loss

Exchange and other differences applicable

to non-controlling interests

-

(14,683)

Other comprehensive income, net of tax(15)

30,163

Total comprehensive income20,870

104,706

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:

Owners of the Company

20,870

105,464

Non-controlling interests

-

(758)

20,870

104,706

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO OWNERS

OF THE COMPANY:

Continuing operations

20,870

(10,038)

Discontinued operations

-

115,502

20,870

105,464

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2017

Page 6
NOTE

2017

$’000

2016

$’000

CURRENT ASSETS

Cash and cash equivalents4.7

9,570

16,242

Trade and other receivables3.3

55,323

53,631

Inventories

1,926

2,226

Total current assets66,819

72,099

NON-CURRENT ASSETS

Intangible assets3.1

330,553

329,776

Property, plant and equipment3.2

64,725

75,677

Other financial assets6.3.2

5,988

5,988

Total non-current assets401,266

411,441

Total assets468,085

483,540

CURRENT LIABILITIES

Trade and other payables3.4

56,894

66,379

Current tax provision

7, 5 6 7

2,800

Total current liabilities64,461

69,179

NON-CURRENT LIABILITIES

Trade and other payables3.4

13,565

13,423

Interest bearing liabilities4.5

99,78 8

112,168

Deferred tax liabilities5.2

1,239

3,211

Total non-current liabilities114,592

128,802

Total liabilities179,053

197,9 8 1

Net assets289,032

285,559

EQUITY

Share capital4.1

360,363

360,363

Reserves4.2

2,385

(5,198)

Retained earnings

(73,716)

(69,606)

Total equity289,032

285,559

CONSOLIDATED BALANCE SHEET

as at 31 December 2017

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

Page 7
— Attributable to owners of the Company —

NOTESHARE

CAPITAL

$’000

RESERVES

$’000

RETAINED

EARNINGS

$’000

TOTAL

$’000

NON-CON-

TROLLING

INTERESTS

$’000

TOTAL

EQUITY

$’000

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)

104,706

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 expense4.2-144-

144

-

144

Acquisitions and

divestments of subsidiaries and

operations

--(51,886)

(51,886)

(197,481)

(249,367 )

Balance at

31 December 2016

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

285,559

-

285,559

BALANCE AT 1 JANUARY 2017

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

285,559

-

285,559

Profit for the year--20,885

20,885

-

20,885

Other comprehensive

income

-(15)-

(15)

-

(15)

TOTAL COMPREHENSIVE

INCOME

-(15)20,885

20,870

-

20,870

Dividends paid4.4--(18,622)

(18,622)

-

(18,622)

Supplementary dividends paid4.4--(2,785)

(2,785)

-

(2,785)

Tax credit on supplementary

dividends

--2,785

2 ,78 5

-

2 ,78 5

Transfer from transaction with

non-controlling interest reserve

4.2-6,373(6,373)

-

-

-

Share based payments expense4.2-1,225-

1,225

-

1,225

Balance at

31 December 2017

360,3632,385(73,716)

289,032

-

289,032

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 2017

Page 8
NOTE

2017

$’000

2016

$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers

3 8 7, 2 2 8

581,485

Payments to suppliers and employees

(336,626)

(488,558)

Dividends received

128

141

Interest received

139

223

Interest paid

(5,804)

(8,811)

Income taxes paid

(5,610)

(22,798)

Net cash inflows / (outflows) from operating activities

4.7

39,455

61,682

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant and equipment

(4,881)

(11,549)

Payments for intangible assets including software

(10,165)

(4,407)

Proceeds from sale of property, plant and equipment

27

2,251

Proceeds from divestment of subsidiaries, net of their cash, as part of

internal restructure

-

95,936

Payments for investment in other entities

-

(848)

Net loans repaid / (advanced) to other entities

-

2,278

Net cash inflows / (outflows) from investing activities(15,019)

83,661

CASH FLOWS FROM FINANCING ACTIVITIES

Loans advanced / (repaid) by related parties

-

(55,958)

Proceeds from borrowings4.5

84,000

54,000

Repayments of borrowings4.5

(96,486)

(127,242)

Payments for borrowing cost

-

(400)

Dividends paid to Company’s shareholders

(18,622)

(6,860)

Net payments to non-controlling interests

-

(3,630)

Net cash inflows / (outflows) from financing activities(31,108)

(140, 090)

Net increase / (decrease) in cash and cash equivalents(6,672)

5,253

Cash and cash equivalents at beginning of the year

16,242

11,065

Effect of exchange rate changes

-

(76)

Cash and cash equivalents at end of the year

4.7

9,570

16,242

The Consolidated Statement of Cash Flows includes cash flows from continuing and discontinued operations.

Refer to Note 6.1 and the Consolidated Financial Statements for the year ended 31 December 2016 (available on

the Company’s website) 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.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2017

Page 9
1.1 REPORTING ENTITY AND

STATUTORY BASE

NZME Limited (NZX and ASX:NZM) 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 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 relevant note. These

policies have been consistently applied to

all the years presented, unless otherwise

stated. These consolidated financial

statements are presented for the Group

and were approved for issue by the Board

of Directors on 21 February 2018.

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.

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.

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. In the statement

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.0 BASIS OF PREPARATION

Page 10
actual results and are reviewed on an

ongoing basis. A list of those areas of

significant estimation or judgement

and a reference to the notes containing

further information is provided below:

1.4 SIGNIFICANT CHANGES

1.4.1 Demerger from APN News &

Media Limited (now HT&E Limited)

and tax settlement in the prior year

The Company completed its demerger

from APN News & Media Limited

(subsequently rebranded as HT&E Limited

(“HT&E)) on 29 June 2016, marking the

creation of a standalone New Zealand

Group focused on the operation of

an integrated print, radio and digital

media and entertainment business. On

23 June 2016, the Company and HT&E

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. The demerger and tax settlement

had a significant impact on the audited

consolidated financial statements for

the year ended 31 December 2016 as

shown in the comparatives to these

consolidated financial statements. The

demerger and the tax settlement did

not have a material impact on the year

ended 31 December 2017. Detailed

notes regarding the demerger and the tax

settlement are included in the audited

consolidated financial statements for

the year ended 31 December 2016

available on the Company’s website.

Also refer to note 6.1 of these

consolidated financial statements.

1.4.2 Proposed Merger with Stuff Limited

On 7 September 2016 the Company

and Fairfax Media Limited (“Fairfax”)

announced the signing of a merger

implementation agreement to effect

the merger of the Company and Stuff

Limited,formerly Fairfax New Zealand

Limited, (“Stuff”).

The New Zealand Commerce Commission

(“NZCC”) declined to grant clearance or

authorisation for the proposed merger of

the Company with Stuff on 3 May 2017.

On 26 May 2017 the Company, Fairfax and

Stuff announced that they would appeal

the NZCC’s decision in the High Court.

A nine day hearing was held in October

2017 and on 19 December 2017 we

announced that the High Court has

upheld the NZCC’s decision not to clear

or authorise the proposed merger. The

Company, Fairfax and Stuff have now

applied for leave to appeal the High

Court decision upholding the NZCC’s

decision not to clear or authorise the

proposed merger of the two businesses.

Areas of significant accounting

estimates or judgements

Note

Impact of Performance Rights

on earnings per share

2.3

Determination of number of

reportable segments

2.4

Intangible assets with indefinite

useful lives

3.1

Assumptions used in testing

for impairment of indefinite

life intangible assets

3.1.1

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 11
2017

$’000

2016

$’000

FROM CONTINUING OPERATIONS

Advertising revenue

279,095

295,141

Circulation and subscription revenue

83,263

86,782

Services revenue

12,542

12,206

Other revenue

1 5,78 8

13,727

Revenue from continuing operations 390,688

4 07,8 5 6

Dividends

128

141

Rental income from sub-leases

632

586

Profit / (loss) on disposal of properties and businesses

-

1,320

Profit / (loss) on disposal of property, plant and equipment

27

-

Other income787

2,047

Interest income – related parties

-

91

Interest income – other entities

139

202

Finance income139

293

Total finance and other income 926

2,340

Total revenue and other income 391,614

410,196

FROM DISCONTINUED OPERATIONS (REFER TO NOTE 6.1)

Total revenue and other income-

127,542

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.0 GROUP PERFORMANCE

2.1 REVENUE AND OTHER INCOME

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 and digital design and is

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

Page 12
2017

$’000

2016

$’000

FROM CONTINUING OPERATIONS

Employee benefits expense

157,350

161,610

Production and distribution expense

75,045

82,301

Selling and marketing expense

47,569

45,840

Rental and occupancy expense

21,986

23,711

Masthead license fees

-

12,216

Costs in relation to one-off projects

2,970

6,946

Redundancies and associated costs

4,314

6,009

Asset write-downs and business closures

275

-

Repairs and maintenance costs

6,973

6,166

Travel and entertainment costs

4 ,1 8 0

4,086

Other

12,177

14,668

Total expenses from operations before finance costs,

depreciation, amortisation

332,839

363,553

2017

$’000

2016

$’000

2.2.2 Depreciation & amortisation

FROM CONTINUING OPERATIONS

Depreciation

15,559

16,173

Amortisation

9,387

7,67 2

Total depreciation & amortisation24,946

23,845

2.2.3 Finance cost

FROM CONTINUING OPERATIONS

Interest and finance charges – related parties

-

2,765

Interest and finance charges – other entities

4,391

6,482

Borrowing cost amortisation

106

53

Total finance cost4,497

9,300

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.2 EXPENSES

2.2.1 Expenses from operations before finance costs, depreciation, amortisation

Page 13
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’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

368

454

Other services

Other assurance services

B

51

6

Tax services

C

109

1,057

Other services

D

125

1,231

Total other services285

2,294

Total fees paid to auditors653

2,748

(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 and payroll assurance. (C) Includes services relating

to transactional advice, tax compliance services, tax pooling services (2016 only) and services relating to the IRD settlement (2016 only).

(D) Includes due diligence and advisory services relating to the proposed merger with Stuff Limited of $124,941 (2016: $1,224,179).

Page 14
2.3 EARNINGS PER SHARE

2017

$’000

2016

$’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

20,885

(54,884)

Profit from discontinuing operations attributable to owners of the parent entity

-

115,502

Profit / (Loss) attributable to owners of the parent entity used in calculating EPS20,885

60,618

2017

NUMBER

2016

NUMBER

WEIGHTED AVERAGE NUMBER OF SHARES

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

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

2017

CENTS

2016

CENTS

BASIC / DILUTED EARNINGS PER SHARE

From continuing operations attributable to owners of the parent entity

1 0.7

(28.0)

From discontinuing operations attributable to owners of the parent entity

-

58.9

Total basic / diluted earnings per share attributable to owners of the parent entity1 0.7

30.9

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, for the 2017 TIP, will at the discretion of the Board either convert into

fully paid ordinary shares or be settled in cash; and for the 2016 TIP, will convert into fully paid ordinary

shares. Under the TIP, where Performance Rights are settled in shares, 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 either

repurchase shares from the market or settle the rights in cash and not to issue new shares.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 15
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 2017 (2016: 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.

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 STATEMENTS

2.4 SEGMENT INFORMATION

2.4.1 Determination and description of segments

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

the audiences attached to the Group’s media platforms.

Page 16
2017

$’000

2016

$’000

REVENUES FROM EXTERNAL CUSTOMERS BY CHANNEL

Print

221,319

239,127

Radio & Experiential

110,071

114,849

Digital & e-Commerce

56,327

52,153

Segment revenue from integrated media and entertainment activities387,717

406,129

Revenue from shared service centre

2,971

1,727

Total revenues from external customers390,688

4 07,8 5 6

Dividend income

128

141

Rental income from sub-leases

632

586

Expenses from operations before finance costs, depreciation,

amortisation and exceptional items

(325,280)

(338,382)

Total Segment Adjusted EBITDA

A

6 6 ,1 6 8

70,201

Depreciation and amortisation

(24,946)

(23,845)

Interest income

139

293

Finance cost

(4,497)

(9,300)

EXCEPTIONAL ITEMS

Gain / (loss) on disposal of properties and businesses

B

(248)

1,320

Masthead royalty charges

C

-

(12,216)

Redundancies and associated costs

D

(4,314)

(6,009)

Costs in relation to one off projects

E

(2,970)

(6,946)

Profit / (Loss) before tax from continuing operations29,332

13,498

2.4.2 Segment revenues and results

The segment information provided to the Directors and Executive Team for the year ended 31 December 2017

is as follows:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(A) Adjusted Earnings before Interest, Tax, Depreciation and Amortisation (“Adjusted EBITDA”) from continuing operations which excludes exceptional

items, is a non-GAAP measure that represents the Group’s total segment result which is regularly monitored by the Chief Operating Decision Maker.

Exceptional items are those gains, losses, income and expense items that are not directly related to the primary business activities of the Group

which are determined in accordance with the NZME Exceptional Items Recognition Framework adopted by the Audit & Risk Committee. Exceptional

items include redundancies, impairment, one-off projects and the disposal of properties or businesses. These items are excluded from the segment

result that is regularly reviewed by the Chief Operating Decision Maker. (B) Gain / (loss) on disposal of properties and businesses is the loss on sale of

land in Ouruhia and Greymouth in 2017 and the gain on sale of the Wairarapa Times Age, Whakatane News offset by loss on sale of property in Nelson

in 2016. (C) Costs charged from a subsidiary company of HT&E for use of NZ publishing mastheads in 2016. On 24 June 2016, the Group acquired

certain NZ publishing mastheads on normal commercial terms from this subsidiary company of HT&E. 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 proposed merger

with Stuff and the continuing integration and co-location of NZME. In 2016 this also included costs relating to listing.

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.

Page 17
GOODWILL

$’000

SOFTWARE

$’000

MASTHEAD

BRANDS

$’000

RADIO

LICENCES

$’000

BRANDS

$’000

TOTAL

$’000

AS AT 1 JANUARY 2016

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

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

Divestment of subsidiaries

and operations

B

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

(401,258)

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.0 OPERATING ASSETS & LIABILITIES

3.1 INTANGIBLE ASSETS

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.

Page 18
GOODWILL

$’000

SOFTWARE

$’000

MASTHEAD

BRANDS

$’000

RADIO

LICENCES

$’000

BRANDS

$’000

TOTAL

$’000

FOR THE YEAR ENDED 31 DECEMBER 2017

Opening net book amount70,78310,870146,97642,06859,079

329,776

Additions-1,932-90-

2,022

Amortisation-(6,434)-(2,953)-

(9,387)

Transfers and other adjustments

C

-8,142---

8,142

Net book value

70,78314,510146,97639,20559,079

330,553

AS AT 31 DECEMBER 2017

Cost166,39759,384146,9767 7, 54759,079

509,383

Accumulated amortisation

and impairment

(95,614)(44,874 )-(38,342)-

(178,830)

Net book value

70,78314,510146,97639,20559,079

330,553

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(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 (now HT&E Limited (“HT&E”)). 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 HT&E. (B) The Company completed its demerger from HT&E on 29 June 2016. Refer to Note 6.1 and

the Consolidated Financial Statements for the year ended 31 December 2016 (available on the Company’s website) for further details around assets

disposed and acquired as part of the Internal Restructure. (C) Included in plant and equipment is capitalised work in progress which is transferred to

the relevant asset category (including software) once the project is complete (refer to note 3.2). Transfers and other adjustments primarily comprise

of transfers from work in progress during the year.

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 initially recognised at cost.

The current New Zealand radio licences expire on 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 initially recognised at cost. The Directors believe the

masthead brands have indefinite lives as there is no foreseeable limit over which they 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).

Brands

Brands are accounted for as identifiable assets and are initially recognised 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).

Page 19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.1.1 Year-end impairment review

Significant Judgement

As disclosed in note 2.4 the Directors have determined that 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.

A comprehensive impairment review was conducted at 31 December 2017. 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.

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 and

include cash flow assumptions for new digital ventures being launched in 2018.

·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.

2017

Post-tax

discount rate

2017

Long-term

growth rate

2016

Post-tax

discount rate

2016

Long-term

growth rate

Integrated Media and Entertainment CGU

9.5%0%

9.5%0%

3.1.2 Impact of reasonably possible

change in key assumptions

The forecasts used in impairment testing

require assumptions and judgements

about the future, such as discount rates,

long term growth rates, forecasted print

and digital revenues, to which the model

is sensitive and which are inherently

uncertain. Given these uncertainties,

the Group has adopted a valuation

approach based on scenario analysis

for those scenarios that it considers to

be reasonably likely to occur. Based on

all available information, the directors do

not consider there to be any reasonably

possible change in the key assumptions

that would cause impairment. Accordingly,

based on the annual impairment assessment

performed, there is no impairment.

Page 20
Accounting 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 STATEMENTS

FREEHOLD

LAND

B

$’000

BUILDINGS

B

$’000

PLANT AND

EQUIPMENT

C

$’000

TOTAL

$’000

AS AT 1 JANUARY 2016

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

(Footnotes on the next page)

3.2 PROPERTY, PLANT AND EQUIPMENT

Page 21
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FREEHOLD

LAND

B

$’000

BUILDINGS

B

$’000

PLANT AND

EQUIPMENT

C

$’000

TOTAL

$’000

AS AT 31 DECEMBER 2016

Cost or fair value1,38114,562336,730

352,673

Accumulated depreciation and impairment-(2,217)(274,779)

(276,996)

Net book amount

1,38112,34561,951

75,677

YEAR ENDED 31 DECEMBER 2017

Opening net book amount1,38112,34561,951

75,677

Additions-27312,759

13,032

Disposals(216)(8)(60)

(284)

Depreciation-(2,302)(13,257)

(15,559)

Transfers and other adjustments

C

-(29)(8,112)

(8,141)

Net book amount

1,16510,27953,281

64,725

AS AT 31 DECEMBER 2017

Cost or fair value1,16514,764338,715

354,644

Accumulated depreciation and impairment-(4,485)(285,434)

(289,919)

Net book amount

1,16510,27953,281

64,725

(A) The Company completed its demerger from APN News & Media Limited (now HT&E Limited (“HT&E”)) on 29 June 2016. Refer to Note 6.1 and the

Consolidated Financial Statements for the year ended 31 December 2016 (available on the Company’s website) for further details around assets

disposed and acquired as part of the Internal Restructure. (B) Freehold land and buildings include leasehold improvements with a net book value of

$9,901,993 (2016: $11,942,062) carried at cost. All other 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 $442,270 (2016: $658,270) and the net book

value of buildings would have been $336,973 (2016: $347,504). 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 $8,149,802 (2016: $7,285,650) 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. Work in progress is not depreciated until the asset is completed.

Page 22
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:

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 (excluding leasehold improvements) are recorded 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, furniture and fittings and motor vehicles are 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Furniture and fittings3 to 25 years

Buildings10 to 25 years

Leasehold improvements3 to 25 years

Motor vehicles5 to 10 years

Plant & equipment3 to 25 years

Page 23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’000

Trade receivables

44,811

45,043

Provision for impairment

(592)

(1,042)

44,219

44,001

Amounts due from related companies (note 7.1.2)

1,028

750

Other receivables and prepayments

10,076

8,880

Total current trade and other receivables55,323

53,631

Movements in the provision for impairment are as follows:

Balance at beginning of the year

1,042

2,146

Provision for impairment expense

430

596

Receivables written off

(880)

(1,700)

Provision for impairment592

1,042

3.3 TRADE AND OTHER RECEIVABLES

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. 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.

Page 24
2017

$’000

2016

$’000

CURRENT PAYABLES

Lease liability

A

833

833

Amounts due to related companies (note 7.1.2)

1,194

2,654

Employee entitlements

7, 2 1 1

7,1 04

Trade payables and accruals

4 7,6 5 6

55,788

Total current trade and other payables56,894

66,379

NON-CURRENT PAYABLE

Lease liability

A

13,565

13,423

Total non-current trade and other payables13,565

13,423

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.4 TRADE AND OTHER PAYABLES

(A) Lease liability includes lease incentives received on operating leases.

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.

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.

Page 25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 and note 7.1.1 for key management compensation.

2017

$’000

2016

$’000

AS AT 31 DECEMBER

Total assets

468,085

483,540

Less intangible assets

(330,553)

(329,776)

Less total liabilities

(179,053)

(197,981)

Net tangible assets(41,521)

(44,217)

Number of shares issued (in thousands)

196,011

196,011

Net tangible assets per share($0.21)

($0.23)

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:

Page 26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.0 CAPITAL MANAGEMENT

AUTHORISED, ISSUED

AND PAID UP SHARE CAPITAL

2017

NUMBER

‘000

2016

NUMBER

‘000

2017

$’000

2016

$’000

Balance at the beginning of the period

196,011

378,550

360,363

360,363

Shares consolidated as part of the demerger

A

-

(182,539)

-

-

Balance at the end of the period196,011

196,011

360,363

360,363

4.1 SHARE CAPITAL

4.2 RESERVES

(A) On demerger, NZME shares were distributed to eligible APN News & Media Limited (now HT&E Limited (“HT&E”)) shareholders at a ratio of one

NZME share for every one HT&E share. Also refer to note 6.1 and the Consolidated Financial Statements for the year ended 31 December 2016

(available on the Company’s website) for further details on the demerger.

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.

2017

$’000

2016

$’000

SHARE BASED PAYMENTS RESERVE

Balance at the beginning of the year

144

-

Share based payment expense

1,225

144

Balance at end of the year1,369

144

ASSET REVALUATION RESERVE

Balance at beginning of the year

722

1,186

Transfer to retained earnings due to asset disposals and discontinued operations

-

(464)

Balance at end of year722

722

FOREIGN CURRENCY TRANSLATION RESERVE

Balance at beginning of the year

309

(44,537)

Foreign exchange transfers

-

44,844

Net exchange difference on translation of foreign operations

(15)

2

Total movement for the year

(15)

44,846

Balance at end of year294

309

TRANSACTIONS WITH NON-CONTROLLING INTERESTS RESERVE

Balance at beginning of the year

(6,373)

8,359

Transfer to retained earnings

6,373

(14,732)

Balance at end of year-

(6,373)

Total reserves2,385

(5,198)

Page 27
20172016

AVERAGE PRICE

PER RIGHT

(CENTS)

NUMBER OF

RIGHTS

AVERAGE PRICE

PER RIGHT

(CENTS)

NUMBER OF

RIGHTS

As at 1 January

0.58745,301

--

Granted (2016 TIP)

A

0.58 70,236

0.58745,301

Granted (2017 TIP)

0.901,933,927

--

Forfeited

B

0.58(101,820)

--

Exercised

--

--

As at 31 December0.812,647,644

0.58745,301

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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. 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

Following the demerger, there is no non-controlling interest

in any of the Group’s subsidiaries and the remaining

balance at the beginning of the year relates to historical

transactions with minority interests in entities that are

still part of the Group. Given that there are no non-

controlling interests in any of the Group entities, the

remaining balance has been transferred to another

category of equity; retained earnings.

PERFORMANCE RIGHTS

GRANT DATEVESTING DATEVALUE OF RIGHT

AT GRANT DATE

(CENTS)

2017

$’000

2016

$’000

20 December 201631 Dec 2017 0.58

414

432

25 September 201731 Dec 20180.90

1,741

-

As at 31 December2,155

432

Share based payment expense recognised

in the current period (refer to note 4.2)

1,225

144

2017

2016

Weighted average remaining time until rights outstanding at the end of

the period vest

12 months

12 months

Weighted average remaining time until rights outstanding at the end of

the period automatically converts to ordinary shares

34 months

36 months

(A) Included in the number of rights granted for the year ended 31 December 2017 are 70,236 rights granted at a price of $0.58 per right relating to

the 2016 TIP based on the final number of rights approved by the Board in March 2017. Under the 2016 Plan, the participants will be entitled to

additional shares (not reflected in the rights above) when the rights are exercised (on 31 December 2019) for any dividends foregone during the

period 1 January 2017 to 31 December 2019. For dividends declared during the period 1 January 2017 to 31 December 2017, this will result in an

additional 96,862 shares being issued to the participants. (B) Two participants in the 2016 TIP departed prior to the completion of the Service

Period and forfeited their rights under the 2016 TIP.

4.3 SHARE BASED PAYMENTS

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

Page 28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.3.1 Background

Total incentive plan (“TIP”)

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 after

the date that the full year financial performance is

announced to the market.

4.3.2 2017 TIP

Performance measures

Financial performance conditions (50%): 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:

Business Unit Goals (25%):This portion is determined

based on actual achievement against Business Unit

(“BU”) Goals on the following scale:

Individual performance conditions (25%): This portion is

determined against individual performance conditions,

as determined for each participant. The TIP award is

earned if all of the individual performance conditions

% 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%

% of BU Goal

achieved

% of target

opportunity awarded

< 95%25%

> 95% to 100%Pro-rata vesting between

25% and 100%

> 100% to 110%Pro-rata vesting between

100% and 150%

have been achieved, although the Board has discretion

to award less than a 100% of the target for partial

performance and more than a 100% of the target for

exceptional performance.

Awards under the TIP are granted to participants

following the assessment of performance. To the

extent that 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 2017 awards is a twelve

month period which commenced on 1 January 2017.

Subject to remaining employed by the Company for

a further one year period following the performance

period (“service period”), rights will vest. The vested

rights cannot be exercised 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. At the

discretion of the Board, validly exercised rights may

be satisfied in cash, rather than in shares. Participants

are not entitled to receive any dividends for the rights

they hold, but the Board may, at its sole discretion,

allocate shares or make a cash payment to participants

equal to the value of dividends that were payable

whilst holding the unvested and/or vested rights.

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 25 September

2017, being the date on which the terms, as approved

by the Board, 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 for the first 5 trading days of

the Performance Period.

Page 29
4.3.3 2016 TIP

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:

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

% 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%

Model inputs

The following is a summary of the key inputs in calculating the share-based payment expense under the 2017 TIP:

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

Performance Period1 January 2017 to 31 December 2017

Service Period1 January 2018 to 31 December 2018

Vesting Period (being the Performance Period and the Service Period)1 January 2017 to 31 December 2018

Deferral Period1 January 2019 to 31 December 2020

Share price at grant date90 cents

VWAP59.4 cents

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 when rights are

exercised equal to the dividends paid on vested Rights

over the Vesting Period and the Deferral 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 on which the terms, as approved

by the Board, 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 for the first 5 trading days of

the Performance Period.

Page 30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Model inputs

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

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

Performance Period1 July 2016 to 31 December 2016

Service Period1 January 2017 to 31 December 2017

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

Deferral Period1 January 2018 to 31 December 2019

Share price at grant date58 cents

VWAP70 cents

Accounting policies

Total incentive plan (TIP)

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 over the first 5 trading days

of the performance period.

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.

4.4 DIVIDENDS

4.4.1 Dividends paid

On 23 February 2017, the Board of Directors declared

a fully imputed final dividend for the year ended 31

December 2016 of 6 cents per share, 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, paid on 28 April 2017

to registered shareholders as at 11 April 2017, to those

shareholders who are not tax residents in New Zealand

and who hold less than 10% of the shares in the Company.

On 24 August 2017, the Board of Directors declared a

fully imputed interim dividend of 3.5 cents per share,

paid on 27 October 2017 to registered shareholders

as at 17 October 2017. The Board of Directors also

declared a supplementary dividend of 0.62 cents

per share, paid on 27 October 2017 to registered

shareholders as at 17 October 2017, to those shareholders

who are not tax residents in New Zealand and who

hold less than 10% of the shares in the Company. 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).

Page 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.4.2 Dividends declared after balance date

On 21 February 2018, the Board of Directors declared

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

be paid on 3 May 2018 to registered shareholders as

at 18 April 2018. The Board of Directors also declared

a supplementary dividend of 1.06 cents per share, to

be paid on 3 May 2018 to registered shareholders as

2017

‘000

2016

‘000

Imputation credits available for subsequent reporting periods based on the

New Zealand 28% tax rate for the Group

NZ$ 8,519NZ$4,739

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

at 18 April 2018, to those shareholders who are not

tax residents in New Zealand and who hold less than

10% of the shares in the Company. 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).

4.4.3 Franking and imputation credits

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

(2016:AU$10,828,676) available that might become available to the Company in future periods.

2017

$’000

2016

$’000

Non-current interest bearing liabilities

Bank loans – secured

100,000

112,486

Deduct:

Capitalised borrowing costs

(212)

(318)

Total non-current interest bearing liabilities99,78 8

112,168

NET DEBT

Non-current interest bearing liabilities

100,000

112,486

Capitalised borrowing costs

(212)

(318)

Cash and cash equivalents

(9,570)

(16,242)

Total debt less cash and cash equivalents90,218

95,926

4.5 INTEREST BEARING LIABILITIES

Page 32
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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’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

16,389

16,406

Later than one year but not later than five years

48,973

52,307

Later than five years

62,185

71,856

Commitments not recognised in the financial statements127,547

140,569

4.6 COMMITMENTS

4.6.1 Lease commitments

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.

The change in the bank loans - secured balance for the

year ended 31 December 2017 of $12,486,375 is due to

proceeds from borrowings / repayments of borrowings

as reflected in the consolidated statement of cash flows.

The change in capitalised borrowing costs of $212,220

for the year ended 31 December 2017 is due to the

amortisation of those capitalised borrowing costs over

the period of the loan.

The Group is funded 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

$100 million (2016: $112.5 million) is drawn and $60

million (2016: $47.5 million) is undrawn as at 31 December

2017. 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.

Page 33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2017

$’000

2016

$’000

RECONCILIATION OF CASH

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

Cash and cash equivalents9,570

16,242

RECONCILIATION OF NET CASH INFLOWS (OUTFLOWS) FROM OPERATING

ACTIVITIES TO PROFIT / (LOSS) FOR THE YEAR:

Profit / (loss) for the year

20,885

74,543

Depreciation and amortisation expense

24,946

26,193

Borrowing cost amortisation

106

53

Net loss on sale of non-current assets

216

9

Gain on sale of business after tax

-

(192,519)

Reclassification of foreign currency translation reserve

-

65,326

Change in current / deferred tax payable

2,837

41,289

Current tax funded through related party balances

-

(12,842)

Foreign exchange losses / (gains)

-

1,086

Asset write offs and business closure

-

15

Revaluation/impairment of financial assets

-

(2,245)

Change in fair value of financial instrument

-

31,481

Share based payment expense

1,225

144

Changes in assets and liabilities net of effect of acquisitions:

Trade and other receivables

(187)

51,104

Inventories

299

730

Prepayments

(1,505)

(306)

Trade and other payables and employee benefits

(9,367 )

(22,379)

Net cash inflows/(outflows) from operating activities39,455

61,682

4.7 CASH FLOW INFORMATION

Page 34
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

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 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 interest rate risk and credit risk, use

of derivative financial instruments and

non-derivative financial instruments, and

investment of excess liquidity. Due to

the Group’s limited operations in foreign

jurisdictions, the Group does not have a

significant foreign exchange exposure.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 regarding variable or

fixed rate debt as and when debt contracts

are entered into. Current interest bearing

debt is fixed for 30 days on a rolling basis.

Based on the outstanding net floating debt

at 31 December 2017, a change in interest

rates of +/-1% per annum with all other

variables being constant would impact post-

tax profit and equity by $1.0 million lower/

higher (2016: $1.1 million lower/higher).

(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.

Page 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

2017

Expected loss rate0.0%0.6%4.6%13.7%37. 2 %

Trade Receivables30,30810,6011,9291,258715

44,811

Impaired receivables(65)(89)(172)(266)

(592)

30,30810,5361,8401,086449

44,219

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

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

provision for doubtful debts:

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 2017, trade receivables of $3,375,000 (2016: $3,046,000) were past due but not impaired.

The maximum exposure to credit risk at 31 December 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.

Page 36
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.

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.

LESS THAN

ONE YEAR

$’000

BETWEEN ONE

AND TWO YEARS

$’000

BETWEEN TWO

AND FIVE YEARS

$’000

OVER FIVE

YEARS

$’000

31 DECEMBER 2017

Trade payables47,6 5 6 - - -

Bank loans 4,0224,022104,022 -

Gross liability51,6784,022104,022 -

Less: interest(4,022)(4,022)(4,022)

Total financial liabilities

47,6 5 6 - 100,000 -

31 DECEMBER 2016

Trade payables 55,788 - - -

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

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

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

Total financial liabilities

55,788 - 112,486 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 (excluding leasehold

improvements).

2017

$’000

2016

$’000

RECURRING FAIR VALUE MEASUREMENTS (LEVEL 3)

There are no financial assets carried at fair value. Other financial assets of $5,988,765

(2016: $5,988,765) are held at cost and therefore have been excluded from this table.

NON-FINANCIAL ASSETS

Freehold land and buildings

Freehold land

1,165

1,381

Buildings (excluding leasehold improvements)

377

403

Total non-financial assets1,542

1,784

4.9.2 Recognised fair value measurements

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.

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 2017 or 31 December 2016 (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 2017,

the borrowing rates were determined to be between

3.3% and 4% (2016: between 3.5% and 4%), 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.

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 the

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.

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).

Page 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5.0 TAXATION

2017

$’000

2016

$’000

REPORTED INCOME TAX EXPENSE / (BENEFIT) COMPRISES:

Current tax expense / (benefit)

10,529

70,791

Deferred tax expense / (benefit)

(1,972)

8,175

(Over) / under provision in prior years

(110)

(3,310)

Income tax expense8,447

75,656

Income tax is attributable to:

Profit from continuing operations

8,447

64,050

Profit from discontinued operations

-

11,606

Total income tax expense8,447

75,656

INCOME TAX EXPENSE DIFFERS FROM THE AMOUNT

PRIMA FACIE PAYABLE AS FOLLOWS:

Profit from operations before tax

From continuing operations

29,332

13,498

From discontinued operations

-

136,701

29,332

150,199

Prima facie income tax at 28%

8,213

42,056

IRD settlement

-

16,968

Non assessable asset sales and exempt distribution receipts

(27)

(275)

Non-deductible expenses

675

1,554

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

(8)

(2)

Effects of accounting for discontinued operations

-

(26,498)

Other

(296)

(1,069)

(Over) / under provision in prior years

(110)

(3,310)

Income tax expense8,447

75,656

5.1 INCOME TAX

Page 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

BALANCERECOGNISED

IN INCOME

$’000

RECOGNISED

IN EQUITY

$’000

OTHER

MOVEMENTS

$’000

BALANCE

$’000

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)

2017

Tax credits3---

3

Employee benefits1,433765--

2,198

Doubtful debts291(126)--

165

Accruals / restructuring1,102(560)--

542

Intangible assets (529)37--

(492)

Property plant and

equipment

(5,370)1,720--

(3,650)

Other(141)136--

(5)

(3,211)1,972--

(1,239)

5.2 DEFERRED TAX

Deferred tax assets and liabilities are attributable to:

Page 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

There are unrecognised tax losses of $1,917,077 (AUD1,744,812) (2016: $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.

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.

Page 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.0 GROUP STRUCTURE AND INVESTMENTS IN OTHER ENTITIES

6.1 NZME DEMERGER FROM APN

On 11 May 2016, APN News & Media Limited (subsequently

rebranded as HT&E Limited (“HT&E)) then the ultimate

parent entity of the Company announced a demerger

of 100% of the Group to HT&E shareholders (“Demerger”),

subject to a majority shareholder vote held on 16 June

2016. The Demerger was approved by the requisite

majority of HT&E 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.

Detailed disclosures regarding the demerger (which affects

the comparative figures included in these consolidated

financial statements) are included in the audited

consolidated financial statements for the year ended

31 December 2016 available on the Company’s website.

Significant Judgement

Prior to the Demerger as described in note 6.1, the Group held 50% of the issued capital of Australia Radio

Network Pty Ltd, but exercised effective control over the entity based on the Board and management

representation and the 76.8% economic interest held by the Group.

6.2 CONTROLLED ENTITIES

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.

There were no changes in control during the year

ended 31 December 2017.

Page 42
NAME OF ENTITY

2017

2016

Adhub Limited

100%

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

A

100%

100%

NZME Digital Limited

100%

100%

NZME Educational Media Limited

100%

100%

NZME Finance Limited

100%

100%

NZME Holdings Limited

100%

100%

NZME Investments Limited

100%

100%

NZME Online Limited

100%

100%

NZME Print Limited

100%

100%

NZME Publishing Limited

100%

100%

NZME Radio Investments Limited

100%

100%

NZME Radio Limited

B

100%

100%

NZME Specialist Limited

100%

100%

NZME Trading Limited

100%

100%

Regional Publishers Limited

100%

100%

Sell Me Free Limited

100%

100%

Sella Limited

100%

100%

Stanley Newcomb & Co Limited

100%

100%

The Hive Online Limited

100%

100%

New Zealand Radio Network Limited

100%

100%

The Radio Bureau Limited

100%

100%

Trade Debts Collecting Co Limited

100%

100%

W & H Interactive Limited

100%

100%

(A) Incorporated in, and operates in, Australia. (B) One “Kiwi Share” held by the Minister of Finance. The rights and obligations are set out in the

NZME Radio constitution.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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, other than for common control transactions.

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.

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. 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

Page 44
OWNERSHIP

INTEREST

2017

OWNERSHIP

INTEREST

2016

Chinese New Zealand Herald Limited

A

50%

50%

Eveve New Zealand Limited

A

40%

40%

KPEX Limited

A

25%

25%

New Zealand Press Association Limited

A

38.82%

38.82%

Restaurant Hub Limited

A

40%

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%

20%

The Newspaper Publishers Association of New Zealand Incorporated

C

-

-

The New Zealand Press Council Incorporated

C

-

-

Radio Broadcasters Association Incorporated

C

-

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.3 INTERESTS IN OTHER ENTITIES

6.3.1 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 6.3.2). (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.

Page 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

2017

$’000

2016

$’000

Shares in other corporations

5,988

5,988

Total other financial assets5,988

5,988

6.3.2 Other financial assets

Shares in other corporations consist of investments in entities that are not consolidated or equity accounted

(see also note 6.3.1). These investments are carried at cost.

Page 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7.0 OTHER NOTES

7.1 RELATED PARTIES

7.1.1 Key management compensation

2017

$’000

2016

$’000

TOTAL REMUNERATION FOR DIRECTORS

AND OTHER KEY MANAGEMENT PERSONNEL :

Short term benefits

5,935

5,510

Termination benefits

364

52

Dividends

33

10

Share-based payments

1,225

144

7, 5 5 7

5,716

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.

7.1.2 Other transactions with related parties

During the year, the Group purchased print services

worth $3,385,000 (2016: $4,134,000) from The

Beacon Printing & Publishing Company Limited, a

company in which the Group holds an interest in.

New Zealand entities in the Group offset tax losses to

New Zealand entities outside the Group of $nil (2016:

$35,110,134) for consideration of $nil (2016: $9,830,837).

In November 2015, the Company, Stuff, 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 $2,768,773 (2016: $2,359,475)

and paid commission of $412,931 (2016: $358,782).

The Group has commitments to provide future services

(such as house advertising, occupancy space at

NZME offices, business as usual finance and human

resources support) to certain joint ventures and

associates. During the year such services were

provided to Eveve New Zealand Limited, valued at

$66,879 (2016:$10,706), Restaurant Hub Limited, valued

at $281,923 (2016:$41,415) and Ratebroker Limited,

valued at $1,174,394 (2016: $nil). The outstanding

balances for future services are included in the table

below, along with other receivables and payables.

2017

RECEIVABLES

$’000

2016

RECEIVABLES

$’000

2017

PAYABLES

$’000

2016

PAYABLES

$’000

Balances with related party

KPEX Limited

1,028

750

148

113

Chinese New Zealand Herald Limited

-

-

43

43

Eveve New Zealand Limited

-

-

28

194

Restaurant Hub Limited

-

-

449

604

Ratebroker Limited

-

-

526

1,700

Total related party receivables and payables1,028

750

1,194

2,654

Page 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7.1.3 Transactions with pre-Demerger

related parties

The Company was, until the 29 June 2016,

a wholly owned subsidiary of the APN

News & Media Limited (subsequently

rebranded as HT&E Limited (“HT&E”))

group. The transactions with these

HT&E 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.

In 2016 amounts due from related parties

of $304,931,000 and amounts due to

related parties of $322,304,000 have

been settled, with a significant portion of

the settlement occurring as part of the

internal restructure prior to the Demerger

(refer to Note 6.1 for further details).

In 2016 the Group charged interest of

$358,780 to Biffin Pty Ltd a member of

the HT&E Group. Biffin Pty Ltd charged

management fees to NZME Holdings

Limited of $611,056. A Group company,

NZME Holdings Limited, charged shared

services fees totalling $1,456,000 to

related parties.

In 2016, Biffin Pty Ltd repaid loans of

$5,012,246 to Group companies.

In 2016, Wilson & Horton Finance Pty

Ltd, New Zealand Branch (the “Branch”),

charged royalty fees of $12,216,000,

advanced $13,200,000, repaid loans

of $539,000 and charged interest of

$2,765,000 to the Group. The Group

charged the Branch, office rental and

service fees of $78,000.

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. The

Group has previously disclosed that

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. This matter has now been

settled on confidential terms.

7.3 SUBSEQUENT EVENTS

Refer to note 1.4.2 for a description of

events relating to the proposed merger

with Stuff and note 4.4.2 for the dividend

declared after the balance date.

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.

Recognition of deferred tax assets for

unrealised losses (Amendments to NZ

IAS 12) (effective 1 January 2017)

Amendments to clarify that unrealised

losses on debt instruments measured

at fair value for accounting purposes,

but at cost for tax purposes, can give

rise to deductible temporary differences;

when determining whether future taxable

profits are available against which

deductible temporary differences may

be utilised, tax deductions resulting

from the reversal of those deductible

temporary differences are excluded;

and estimates of future taxable profits

may take into account the recovery

of an asset for more than its carrying

amount if there is sufficient evidence

that this recovery is probable. None of

these changes had a material impact on

disclosures or amounts recognised in

these consolidated financial statements.

Disclosure initiative (Amendments to NZ

IAS 7) (effective 1 January 2017)

The amendments to NZ IAS 7 require

disclosures that allow users of financial

statements to evaluate changes in

liabilities which arise from financing

activities (this includes both changes

arising from cash flows and non-cash

changes). The amendments apply

prospectively from 1 January 2017 and

no comparative information is required

in the first year of application. Additional

disclosures for the year ended 31

December 2017 are included in note 4.5.

Page 48
7.5 STANDARDS AND

INTERPRETATIONS ISSUED

BUT NOT YET EFFECTIVE

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. Although

the full impact of this standards has

not yet been determined, it will result

in additional assets and liabilities when

the current operating leases are brought

on to the balance sheet; with interest

and depreciation replacing the current

operating lease expense when the

standard is adopted.

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.

The Group is currently assessing the

effects of applying the new standard on

the consolidated financial statements.

Although this assessment has not been

finalised, we currently expect the standard

to result in us concluding that the nature

of our promises (and therefore the

performance obligations) in certain

contra and experiential contracts are

that we act as a principal and not as an

agent as previously concluded (i.e. the

nature of the performance obligations in

those contracts are obligations to provide

specified goods or services as opposed

to arranging for those goods and services

to be provided by another party). This is

expected to result in an increase in both

revenue and the related costs (i.e. the

revenue and costs are shown on a gross

basis and not on a net basis), without any

material impact on profit for the year.

The Group does not currently expect the

standard to have a material impact on the

timing of revenue recognition.

The standard permits either a full

retrospective or a modified retrospective

approach for adoption. The Group

currently intends to adopt the standard

using the modified retrospective approach,

which means that the cumulative impact

(if any) of the adoption will be recognised

in retained earnings as at 1 January 2018

and that comparatives will not be restated.

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



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 (“financial statements”) comprise:

 the consolidated balance sheet as at 31 December 2017;

 the consolidated income statement for the year then ended;

 the consolidated statement of comprehensive income for the year then ended;

 the consolidated statement of changes in equity for the year then ended;

 the consolidated statement of cash flows for the year then ended; and

 the notes to the consolidated financial statements, which include the principal accounting policies.

Our opinion

In our opinion, the 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 2017, 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 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, advisory services in connection with the potential merger with Fairfax, and other assurance

services including circulation and payroll assurance services. The provision of these other services has

not impaired our independence as auditor of the Group.



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 (“financial statements”) comprise:

 the consolidated balance sheet as at 31 December 2017;

 the consolidated income statement for the year then ended;

 the consolidated statement of comprehensive income for the year then ended;

 the consolidated statement of changes in equity for the year then ended;

 the consolidated statement of cash flows for the year then ended; and

 the notes to the consolidated financial statements, which include the principal accounting policies.

Our opinion

In our opinion, the 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 2017, 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 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, advisory services in connection with the potential merger with Fairfax, and other assurance

services including circulation and payroll assurance services. The provision of these other services has

not impaired our independence as auditor of the Group.




PwC 50


Our audit approach

Overview


An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Our overall group materiality was $1,845,000, which represents 5% of profit

before tax, excluding one-off expense items incurred during the year.

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.


We have determined that there is one key audit matter for the year to 31

December 2017, being the 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 financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risk of material misstatement in the 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 financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.





PwC 51


Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current year. The key audit matter below was addressed in

the context of our audit of the financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on this matter.

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 ($70.8 million), masthead

brands ($147.0 million), and brands

($59.1 million) have a combined carrying

value of $276.9 million at 31 December

2017 and represent 59% of the total assets

of the Group.

In completing their annual impairment

assessment management utilised a value

in use methodology, reflecting the

strategic direction of NZME, to determine

the value of the business using

discounted cash flows. This assessment

is complex in nature and includes key

estimates and assumptions made by

management, particularly in the

following areas:

 The assessment that the NZME

business constitutes one CGU.

 The expected future trading results of

both existing activities and new

ventures which are based on budgets

and forecasts which have been

approved by the Board of Directors.

 The weighted average cost of capital

of 9.5% used as the discount rate in

the model.

 The application of a 0% long term

growth rate for the purposes of

impairment testing.

 Considering sensitivity by

determining other reasonably possible

scenarios and assessing the impact on

the valuation of these scenarios.

In their sensitivity analysis management

identified that the model was sensitive to

the discount rate, long term growth rate,

We understood the strategic objectives of the business

to enable us to evaluate the impairment assessment

performed by management.

We gained an understanding of the business, how it is

managed, and how the results are reported to

management and the Directors in order to understand

management’s determination that NZME constitutes

one CGU.

We tested the mathematical accuracy of the model by

reperforming the calculation of the recoverable

amount of the business, based on the same estimates

and assumptions used by management. We then

agreed the relevant net assets of the Group to the

audited carrying values.

We also assessed key estimates and assumptions made

by management. Our audit procedures included the

following:

 We gained an understanding of the business

process and controls applied by management

in their impairment assessment.

 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 for both existing activities and

new ventures in the cash flow forecasts, in

particular revenue growth for each channel,

the expected trends of print and digital

revenues, forecast margins and terminal

growth rates. This was done with reference to

the historic performance of the Group, key

initiatives being undertaken and comparison

to the results of comparable companies and

available broker reports.

 We engaged an auditor’s expert to recalculate

a reasonable range for the weighted average

cost of capital used as the discount rate in the

model and determined that the discount rate




PwC 51


Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current year. The key audit matter below was addressed in

the context of our audit of the financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on this matter.

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 ($70.8 million), masthead

brands ($147.0 million), and brands

($59.1 million) have a combined carrying

value of $276.9 million at 31 December

2017 and represent 59% of the total assets

of the Group.

In completing their annual impairment

assessment management utilised a value

in use methodology, reflecting the

strategic direction of NZME, to determine

the value of the business using

discounted cash flows. This assessment

is complex in nature and includes key

estimates and assumptions made by

management, particularly in the

following areas:

 The assessment that the NZME

business constitutes one CGU.

 The expected future trading results of

both existing activities and new

ventures which are based on budgets

and forecasts which have been

approved by the Board of Directors.

 The weighted average cost of capital

of 9.5% used as the discount rate in

the model.

 The application of a 0% long term

growth rate for the purposes of

impairment testing.

 Considering sensitivity by

determining other reasonably possible

scenarios and assessing the impact on

the valuation of these scenarios.

In their sensitivity analysis management

identified that the model was sensitive to

the discount rate, long term growth rate,

We understood the strategic objectives of the business

to enable us to evaluate the impairment assessment

performed by management.

We gained an understanding of the business, how it is

managed, and how the results are reported to

management and the Directors in order to understand

management’s determination that NZME constitutes

one CGU.

We tested the mathematical accuracy of the model by

reperforming the calculation of the recoverable

amount of the business, based on the same estimates

and assumptions used by management. We then

agreed the relevant net assets of the Group to the

audited carrying values.

We also assessed key estimates and assumptions made

by management. Our audit procedures included the

following:

 We gained an understanding of the business

process and controls applied by management

in their impairment assessment.

 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 for both existing activities and

new ventures in the cash flow forecasts, in

particular revenue growth for each channel,

the expected trends of print and digital

revenues, forecast margins and terminal

growth rates. This was done with reference to

the historic performance of the Group, key

initiatives being undertaken and comparison

to the results of comparable companies and

available broker reports.

 We engaged an auditor’s expert to recalculate

a reasonable range for the weighted average

cost of capital used as the discount rate in the

model and determined that the discount rate




PwC 52


Key audit matter How our audit addressed the key audit matter

forecasted print and digital revenues.

The impairment assessment completed

by management calculated the

recoverable amount of the business as

higher than the carrying value of

applicable net assets and no impairment

was identified.

used by management was materially

consistent with this.

 We considered a range of reasonably possible

scenarios, including those identified by

management. For each scenario we tested the

mathematical accuracy of the changes made to

each assumption, and the impact of those

changes on the valuation and comparison to

the relevant net asset value of the Group.

We reviewed the disclosures in the financial

statements to ensure that they are compliant with the

requirements of the relevant accounting standards and

we have no other matters to report.


Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the 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 the other information.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated. If, based on the work we have performed on the other information that we obtained prior to

the date of this auditor’s report, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard, except that

not all other information was available to us at the date of signing our auditor’s report.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.





PwC 53


Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Julian Prior.

For and on behalf of:







Chartered Accountants Auckland

21 February 2018




PwC 52


Key audit matter How our audit addressed the key audit matter

forecasted print and digital revenues.

The impairment assessment completed

by management calculated the

recoverable amount of the business as

higher than the carrying value of

applicable net assets and no impairment

was identified.

used by management was materially

consistent with this.

 We considered a range of reasonably possible

scenarios, including those identified by

management. For each scenario we tested the

mathematical accuracy of the changes made to

each assumption, and the impact of those

changes on the valuation and comparison to

the relevant net asset value of the Group.

We reviewed the disclosures in the financial

statements to ensure that they are compliant with the

requirements of the relevant accounting standards and

we have no other matters to report.


Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the 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 the other information.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated. If, based on the work we have performed on the other information that we obtained prior to

the date of this auditor’s report, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard, except that

not all other information was available to us at the date of signing our auditor’s report.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.





PwC 53


Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Julian Prior.

For and on behalf of:







Chartered Accountants Auckland

21 February 2018

---

1

MEDIA RELEASE


22 February 2018



Solid earnings performance and 6.0 cent final dividend


NZME Limited (NZME) today reports solid earnings performance for the full year ended 31

December 2017. The result from NZME’s integrated media and entertainment business

featured continued Digital revenue growth, a slowing rate of decline in Print advertising

revenue and an improvement in Radio revenue trends over the year. NZME’s strong focus on

cost control and business integration assisted earnings.


FY 2017 highlights

 FY 2017 Statutory NPAT of $20.9 million compared to FY 2016 Statutory NPAT of

$74.5 million, impacted by demerger from HT&E Limited (formerly APN News &

Media) and discontinued businesses.

 Trading NPAT

1

of $26.7 million and Trading EPS

1

of 13.6 cents, down 4% compared to

Pro forma

1

FY 2016.

 Trading EBITDA

1

of $66.2 million, down 2% compared to Pro forma

1

FY 2016,

benefiting from a 5% reduction in operating costs.

 Trading Revenue

1

declined 4% compared to Pro forma

1

FY 2016 to $387.7 million.

 Fully imputed final dividend of 6.0 cents declared, bringing full year dividends to 9.5

cents; supplementary dividend for qualifying non-resident shareholders.


NZME’s Chairman Peter Cullinane said, “NZME’s strategy and the ongoing benefits of

integration continued to deliver value for shareholders in the 2017 financial year. The Board

is pleased to declare a final dividend of 6.0 cents per share”.


NZME’s audience grew 2% in FY 2017, reaching more than 3.2 million New Zealanders

2

, with

further benefits from the integration strategy evident in cross-pollination of brands. NZME’s

Print audience has been stable since 2015

2

, while strong growth in Digital audience continues

with monthly unique audience to the nzherald.co.nz up 12% in FY 2017

3

.


Operational and content initiatives in Radio in the last twelve months supported 2.7% growth

in Radio major market share in the key 18 to 54 year old demographic

4

. Survey highlights

included Newstalk ZB retained the highest station market share nationally, also winning a

number of other key categories

5

; and The Hits with Sarah, Sam & Toni growing their

audience in every survey since launch in early 2017

6

.



1

All Trading and Pro forma measures are non-GAAP measures that are explained and reconciled in the NZME Full Year 2017

Results Presentation dated 22 February 2018.

2

Nielsen CMI, November fused database: Q4 15 to Q3 17 (population 10 years +). Based on unduplicated weekly reach of

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

3

Nielsen Online Ratings, Domestic Unique Audience, 2016-2017.

4

GfK Radio Audience Measurement, Commercial Stations. NZME & Partners in Major Markets (top 13 markets). Trended till

T4/2017. Station Share %. Mon-Sun 12mn-12mn, 18-54.

5

GfK Radio Audience Measurement. Total NZ Survey, NZME & Partners. Trended till T4/2017. Cumulative Audience. Mon-Sun

12mn-12mn, All 10+.

6

GfK Radio Audience Measurement, The Hits. Auckland. Trended till T4/2017. Cumulative Audience. Mon-Fri 6am-9am, 25-54.


2


NZME Chief Executive Michael Boggs said, “2017 included a difficult third quarter, partly due

to national elections, however continued focus on our priorities and cost management

provided some offset. We are pleased to see the decline in Print advertising revenue slow a

little given stable Print readership and the success of our integrated sales strategies.”


NZME’s Radio revenue returned to growth in the fourth quarter, supported by operational and

content initiatives implemented over the last twelve months. These included the completion

of a nationwide sales team transformation, and the implementation of a new CRM system and

sales tools to support integrated sales and enhance customer understanding, both in the

second half.


“Strong Digital growth continues, powered in part by our great work in mobile and video

advertising. The implementation of the Washington Post arc software, as well as enhancing

the user experience, offers further revenue opportunities through innovative ad executions

and premium content inventory.


“Print subscriber revenues were stable for the year and we are happy to have outperformed

the market in both Print advertising revenue and circulation volume trends. We are increasing

engagement with our growing news, sport and entertainment audiences by enhancing

content and talent and addressing unmet customer needs by developing new revenue

streams,” said Mr. Boggs.


On 7 February 2018, NZME and Fairfax announced their intention to appeal the High Court’s

adverse ruling on the Stuff Limited (formerly Fairfax New Zealand)/NZME merger. Subject to

a final decision on the scope of appeal, it is expected that the matter will be heard in the

Court of Appeal in Q2 2018, with a judgment expected in the second half. There is a further

right of appeal to the Supreme Court with leave on points of general public interest. The

transaction remains subject to finance and shareholder approval. Merging with Stuff Limited

remains a priority to underwrite the competitiveness of New Zealand content generation and

delivery.


Outlook


Traditional advertising markets have continued to face headwinds in FY 2017, with a similar

climate expected in FY 2018.


While operational efficiency remains a focus, the rate of improvement in cost-out is slowing,

consistent with FY 2017, and therefore EBITDA is likely to continue to be pressured in the

near term. As previously outlined, NZME is reinvesting in growth initiatives such as DRIVEN,

YUDU and OneRoof, with revenue benefits from these expected to be realised over the

medium term.


NZME aims to deliver revenue and EBITDA growth in the medium term, supported by

revenue retention in the existing business and newly established revenue streams.


NZME’s strategy is based on a three horizon model of optimising core businesses; growing

new revenue streams that leverage existing audience and customer relationships; and re-

imagining revenue models to address unmet customer needs.


NZME has six key priorities for the current year to enhance shareholder value:


1. Grow audience and engagement through amplification of NZME’s brands and

increased focus on planned, unique, local and premium content, supported by

technology implementation;


3


2. Return advertising revenue to growth by retaining Print revenues, driving Digital

revenue growth and capitalising on Radio coverage, content and talent

enhancements;

3. Effective cost and capital management through reducing and leveraging our fixed cost

base; with a continued focus on balance sheet strength and delivering shareholder

returns;

4. Engage and develop our people through leadership and talent succession planning;

5. Grow new revenue streams through the launch of DRIVEN, YUDU and OneRoof,

improved data monetisation, developing a paid content proposition and identifying

new business models; and

6. Progress the Stuff merger to further improve our efficiency and underwrite the

competitiveness of New Zealand content generation and delivery.


Mr. Boggs said “I would like to thank the NZME team for all of their hard work in completing

our first full financial year as a standalone business; we have come a long way. We will

continue to work hard on our key priorities and I look forward to updating shareholders on

our progress.”


A fully imputed final dividend of 6.0 cents per share is scheduled for payment on Thursday, 3

May 2018 to those shareholders on the register on Wednesday, 18 April 2018.


All FY 2017 results materials can be found at:

www.nzx.com/markets/NZSX/securities/NZM/announcements


ENDS


For further information:


Michael Boggs

Chief Executive Officer

T: +64 9 367 6123

Email: Michael.Boggs@nzme.co.nz


Paddy Walker

Investor Relations Manager

M: +64 21 486 003

Email: Paddy.Walker@nzme.co.nz


Briefing Audio Recording:

There will be an audio recording of the full year results briefing, to be held at 10:00 a.m. NZT

on Thursday, 22 February 2018, including Q&A, made available later in the day at

www.nzme.co.nz/investor-relations/presentations-webcasts

About NZME

NZME is a leading New Zealand media and entertainment business that reaches more than

3.2 million kiwis

7

. Whether reading, listening, or watching, our audience gets the content

they want - where and when they want it. NZME offers advertisers a unique opportunity to

access its growing audience via a fully integrated multi-platform presence. NZME is listed on

the NZX Main Board (code NZM) with a foreign exempt listing on the ASX (code NZM).

www.nzme.co.nz


7

Nielsen CMI, November fused database: Q4 16 to Q3 17 (population 10 years +). Based on unduplicated weekly reach of

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

---

1

NZX/ASX RELEASE


22 February 2018


Solid earnings performance and 6.0 cent final dividend


NZME Limited results for the full year ended 31 December 2017


FY 2017 highlights

 FY 2017 Statutory NPAT of $20.9 million compared to FY 2016 Statutory NPAT of

$74.5 million, impacted by demerger from HT&E Limited (formerly APN News &

Media) and discontinued businesses.

 Trading NPAT

1

pf $26.7 million and Trading EPS

1

13.6 cents, down 4% compared to

Pro forma

1

FY 2016.

 Trading EBITDA

1

of $66.2 million, down 2% compared to Pro forma

1

FY 2016.

 Trading Revenue

1

declined 4% compared to Pro forma

1

FY 2016.

 Fully imputed final dividend 6.0 cents declared, bringing full year dividends to 9.5

cents; supplementary dividend for qualifying non-resident shareholders.

 Audience reach up 2% year on year to over 3.2 million

2

.

 Estimated market share gains in Print, Radio agency and Digital advertising

3

.

 Print advertising revenue trends improved in FY 2017.

 Radio revenue returned to growth in fourth quarter of FY 2017.

 Digital revenue growth of 18% in FY 2017.

 Costs reduced by a further 5% in FY2017.

 Improvements in leadership team engagement and talent developed across Newstalk

ZB, The Hits, Coast and ZM.

 Applied for leave to appeal on Stuff Limited (formerly Fairfax New Zealand) merger.

Financial summary


$m FY17

FY16

Pro forma

1


% Change

Trading Revenue

1

387.7 404.7 (4%)

Other Income 3.7 4.0 (6%)

Costs (325.3) (341.5) (5%)

Trading EBITDA

1

66.2 67.2 (2%)

Trading NPAT

1

26.7 27.8 (4%)

Statutory NPAT 20.9 74.5 (72%)

Final Dividend (cps) 6.0 6.0 -


1

All Trading and Pro forma measures are non-GAAP measures that are explained and reconciled in the NZME Full Year 2017

Results Presentation dated 22 February 2018.

2

Nielsen CMI, November fused database: Q4 15 to Q3 17 (population 10 years +). Based on unduplicated weekly reach of

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

3

PwC NPA Quarterly Performance Comparison Report Q4 2017. (3) SMI New Zealand Agency Advertising Expenditure Report

December 2017. (4) IAB / PWC New Zealand Q3 2017 Interactive Advertising Spend Report; digital excluding classifieds,

search and directories, and social media (NZ market only).


2


Full year summary

NZME Limited (NZME) today reports solid earnings performance from its integrated media

and entertainment business, supported by continued Digital revenue growth, a slowing rate

of decline in Print advertising revenue and an improvement in Radio revenue trends over the

year. NZME’s strong focus on cost control and business integration assisted earnings.


Trading Revenue

4

declined 4%, consistent with the 4% decline seen in FY 2016. Trading

EBITDA

4

decreased 2% on Pro forma

4

FY 2016, supported by a 5% reduction in costs as part

of an ongoing focus on efficiency.


NZME’s audience grew 2% year on year in FY 2017, reaching more than 3.2 million New

Zealanders

5

. Print audience has been stable since 2015

5

, while Radio listenership and share

has continued to grow since 2016

6

and nzherald.co.nz unique audience grew 12% year on

year in FY 2017

7

.


Net debt was $90.2 million at 31 December 2017, down from $95.9 million at 31 December

2016. The reduction in net debt was supported by healthy cash flows and modest capital

expenditure in line with budget and occurred notwithstanding the payment of healthy

dividends. Capital expenditure was $15.0 million in FY 2017, compared to $14.9 million in FY

2016. Gearing and liquidity ratios are sound and NZME retains undrawn bank facilities of

$60.0 million.


Trading NPAT

4

of $27.8 million and Trading EPS

4

of 13.6 cents were both 4% lower than FY

2016. The fully imputed final dividend of 6.0 cents per share is scheduled for payment on 3

May 2018 and brings full year dividends to 9.5 cents per share, in line with the dividend

policy of 60-80% of underlying NPAT. Once again, a supplementary dividend will be paid to

qualifying non-resident shareholders.


The FY 2016 Statutory Result is not considered reflective of the NZME business going forward

due to the demerger from HT&E (formerly APN), divestments, tax payments, and the

inclusion of the previous ownership interest in the Australian Radio business. Reconciliations

of Statutory, and non-GAAP Trading and Pro forma measures are shown in the Full Year 2017

Results Presentation dated 22 February 2018.


Print


Pro forma

4

Print revenue declined 7% to $221.3 million in FY 2017, excluding the impact of

business divestments. Print remains as NZME’s largest revenue segment, representing 57%

of total NZME FY 2017 Trading Revenue

4

, comprising of Print advertising revenue (31% of

group Trading Revenue

4

), Print circulation revenue (21%) and other Print revenue (4%).


In FY 2017, the rate of decline in Print advertising revenue slowed to 9%, from 10% in Pro

forma

4

FY 2016. This was despite a challenging third quarter, impacted by reduced spending

ahead of the NZ general election in September 2017 and a slowing property market. NZME’s


4

All Trading and Pro forma measures are non-GAAP measures that are explained and reconciled in the NZME Full Year 2017

Results Presentation dated 22 February 2018.

5

Nielsen CMI, November fused database: Q4 15 to Q3 17 (population 10 years +). Based on unduplicated weekly reach of

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

6

GfK Radio Audience Measurement, Commercial Stations. NZME & Partners in Major Markets (top 13 markets), trended till

T4/2017. Station Share %. Mon-Sun 12mn-12mn, 18-54.

7

Nielsen Online Ratings, Domestic Unique Audience, 2016-2017.


3


strong focus on realising the benefits of the integrated sales model supported growth in Print

advertising market share to 42%, compared to an average of 40% in FY 2016

8

.


Circulation revenue declined 3% in FY 2017, largely due to retail volume pressures. This was

partially offset by cover price increases across the majority of NZME’s titles in the fourth

quarter. Subscriber revenue was stable in FY 2017, with a subscriber volume decline of 4%

offset by yield management.


Other Print revenue, relating to printing and distribution services provided to external parties,

decreased 10% year on year, due to lower third party circulation volume.


The New Zealand Herald’s average issue readership has remained stable since 2015 and the

Herald on Sunday remains the most-read and highest-selling Sunday Newspaper in the

country

9

. NZME’s 5% decline in average net circulation volumes to the third quarter of 2017

outperformed the estimated market rate of decline of 7% over the same period

9

.


The NZ Herald’s daily brand audience, which includes digital, passed one million readers for

the first time in the third quarter 2017

10

, reflecting the strength of the NZ Herald brand and

NZME’s continued success in growing audience reach.


Radio and Experiential


Radio and Experiential revenue declined 4% to $110.1 million in FY 2017, an improvement on

the 6% decline in FY 2016 and contributing 28% of total NZME FY 2017 Trading Revenue

11

.

Positive audience growth was reflected in increased agency revenue over the year,

outperforming the market in this segment.


Audience growth in the key 18 to 54 year old demographic also supported overall Radio

revenue returning to growth in the fourth quarter year on year. NZME’s share of this

demographic in the top 13 major markets in New Zealand has increased 2.7% since 2016

12

.

Survey highlights included Newstalk ZB retained the highest station market share nationally,

also winning a number of other key categories

13

; and The Hits with Sarah, Sam & Toni

growing their audience in survey since launch in early 2017

14

.


The direct market has been slower to respond to audience improvements due to differences

in buying behaviours, however, total Radio revenues returned to growth in the fourth quarter

of 2017, supported by operational and content initiatives implemented during the year.


These initiatives including completion of a nationwide sales team transformation, with all

direct frontline staff now equipped to sell Radio, and implementation of a new targeted

incentive scheme, both in the second half. NZME’s new CRM system and suite of sales tools

will support the integrated sales model and enhance customer understanding. Further

benefits from these initiatives, and recent audience growth, are expected to be realised in the

current financial year.


8

PwC NPA Quarterly performance comparison report Q1 2016 – Q4 2017.

9

Nielsen CMI, NZ Herald AIR trend to Q3 17. AP15+. ABC Circulation Q4 16 - Q3 17.

10

Nielsen CMI Q4 2016 – Q3 2017. AP15+.

11

All Trading and Pro forma measures are non-GAAP measures that are explained and reconciled in the NZME Full Year 2017

Results Presentation dated 22 February 2018.

12

GfK Radio Audience Measurement, Commercial Stations. NZME & Partners in Major Markets (top 13 markets) Trended till

T4/2017. Station Share %. Mon-Sun 12mn-12mn, 18-54.

13

GfK Radio Audience Measurement. Total NZ Survey, NZME & Partners. Trended till T4/2017. Cumulative Audience. Mon-Sun

12mn-12mn, All 10+.

14

GfK Radio Audience Measurement, The Hits Auckland, trended till T4/2017. Cumulative Audience. Mon-Fri 6am-9am, 25-54.


4



Other Radio revenue, including iHeartRadio and NZME Events, grew 4% in FY 2017. This was

supported by 35% growth in iHeartRadio registered users to more than 700,000, following

the launch of a new App in January 2017. iHeartRadio now reaches more than 17% of NZ’s

“10 plus” (aged 10 years and over) population, experiencing 30% year on year growth in

streams across all stations in 2017.

NZME’s focus on leveraging its strong brands to grow audience and support consistent Radio

revenue growth continues. In order to support continued Radio audience and revenue

growth, a number of enhancements in coverage, talent and content are underway including:


 The expansion of the Radio footprint by way of a modest investment in new

frequencies, which is expected to have an attractive payback as the frequencies are

integrated with existing assets. In December 2017, The Hits was launched in the

Coromandel on three separate frequencies, and Coast in Whangamata, providing

access to an incremental population of 40,000.


 Optimisation of Radio frequency utilisation; in the Manawatu Coast added an FM

frequency in addition to AM, with NZME now trialling an iHeartRadio focus for Hauraki

in this region. In Hawkes Bay, Coast switched with Hauraki from AM to FM.


 Continued talent and content enhancement including a refresh of Newstalk ZB, with

new talent such as TV and radio personality Simon Barnett, and extension of Sarah,

Sam & Toni’s The Hits successful Auckland breakfast show across the North Island.

Digital and e-Commerce


NZME achieved strong Digital revenue growth of 18% in FY 2017 to $56.3 million,

contributing 15% of total Trading Revenue

15

and outperforming display revenue market

growth of 10%

16

. The largest drivers of this growth were mobile, video and programmatic

products, with native video streams growing 38% year on year

17

. This was assisted by the

proprietary online video news product, NZ Herald Focus, regularly hitting more than 1.5

million views a week across all platforms, an increase of over 100% compared to the 2016

average

18

.


Digital audience and revenue growth was further enabled by the relaunch of nzherald.co.nz in

June, utilising the Washington Post arc software, providing enhanced revenue opportunities

through innovative new ad executions and increased premium inventory.


NZME has also leveraged the arc software suite to enhance content management by creating

a user-centric experience to grow and engage audiences. This software enables alternate

testing of content and functionality, implementation of registration and notification capability,

and a new authoring tool for our journalists.


NZME’s digital audience growth continues; with nzherald.co.nz monthly unique audience

increasing 12% year on year

19

. The proportion of direct traffic also grew in line with browser

growth in the fourth quarter, reducing reliance on social referrals and allowing for improved


15

All Trading and Pro forma measures are non-GAAP measures that are explained and reconciled in the NZME Full Year 2017

Results Presentation dated 22 February 2018.

16

IAB / PWC New Zealand Q3 2017 Interactive Advertising Spend Report; digital excluding classifieds, search and directories,

and social media (NZ market only).

17

Brightcove Analytics January 2016 – December 2017. Native = viewed on an NZME platform.

18

Nielsen Market Intelligence, 2017 vs 2016.

19

Nielsen Online Ratings, Domestic Unique Audience, 2016 - 2017.


5


engagement and revenue opportunities. Relative growth in direct traffic reduces audience

acquisition costs, enhances control over reader experience and maximises time spent

engaged in NZME’s products.


New product development remains a priority as evidenced by the launch of NZME’s first

multi-platform content series, including podcasts, “Chasing Ghosts” in October, reaching a

new level of storytelling in the news segment. NZ Herald and Newstalk ZB flash briefings as

well as ZM’s custom Amazon Alexa skill were also made available at the launch of Alexa in

New Zealand in early February 2018.


GrabOne (e-Commerce) revenue decline slowed from 20% in the first half of 2017, to 18%

for the full year to $11.4 million, assisted by the launch of the new GrabOne website and App

in May. GrabOne traffic grew 9% in the fourth quarter year on year, reducing revenue decline

and supported by improved deal relevancy targeting.


Developing new revenue streams has been a priority, with NZME’s three digital classifieds

platforms; DRIVEN, YUDU and OneRoof, all due to launch in the first quarter of 2018. A

number of NZME’s competitive advantages support these propositions, including:

 access to a growing audience of over 3.2 million New Zealanders

20

;

 leveraging core content capabilities across text, video and audio;

 utilising data insight and analytic capabilities; and

 taking advantage of cross-platform bundling opportunities.


Each platform has been built with the aim of providing an innovative user experience unlike

any other in the market. NZME is able to capitalise on strong industry relationships, having

been a key player in these markets across other channels historically.


Capital management


The company has a prudent and sustainable capital structure with net debt as at 31

December 2017 of $90.2 million, down from $95.9 million at 31 December 2016.


The fully imputed 6.0 cent per share final dividend brings full year dividends to 9.5 cents per

share, in line with the dividend policy of 60-80% of underlying NPAT.


Stuff merger update


Completing the merger with Stuff remains a priority to further improve efficiency and

competitiveness of New Zealand content generation and delivery in an increasingly

fragmented market.


On 7 February 2018, NZME and Fairfax announced their intention to appeal the High Court’s

adverse ruling on the Stuff Limited (formerly Fairfax New Zealand)/NZME merger. Subject to

a final decision on the scope of appeal, it is expected that the matter will be heard in the

Court of Appeal in Q2 2018, with a judgment expected in the second half. There is a further

right of appeal to the Supreme Court with leave on points of general public interest. The

transaction remains subject to finance and shareholder approval.


NZME and Fairfax continue to believe the New Zealand Commerce Commission was wrong in

fact and wrong in law to decline clearance or authorisation for the merger. The questions on


20

Nielsen CMI, November 2017 fused database: Q4 16 to Q3 17 (population 10 years +). Based on unduplicated weekly reach

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


6


appeal are focused on the issue of plurality. Based on the High Court’s findings, the net

quantified benefits of the transaction to the New Zealand economy have been calculated at

between $133 million and $209 million

21

.


NZME continues to share the costs of the legal process with Fairfax, including the cost of

appealing the High Court’s decision, which is estimated to be less than half a million dollars

(excluding GST). The Board sees this investment as appropriate given the significant

potential benefits of the transaction.


NZME believes the transaction would be positive for New Zealand, its employees and

shareholders due to enhancing the competitiveness of locally produced content for our news,

sport and entertainment offerings.


Board


Sir John Anderson retired as Chairman and from the Board of NZME on 8 December 2017. Sir

John made an invaluable contribution to NZME, including leading the Board through the

demerger of NZME from HT&E Limited (formerly APN News & Media) and listing in June 2016.

At the same time as Sir John’s retirement, Independent Director Peter Cullinane was

appointed as Chair and David Gibson appointed as Independent Director. Mr Cullinane has a

background in global advertising and marketing and has been a valued member of the NZME

Board since listing. David Gibson has strong experience in strategy and finance with over 20

years’ in investment banking, including as Co-Head of Investment Banking in New Zealand

for Deutsche Bank and Deutsche Craigs.

A Board renewal process has been underway to ensure NZME continues to have strong

governance and the appropriate resources and skills to support its growth strategy. Mr

Gibson was appointed as a result of that process, which continues in 2018.


Outlook


Traditional advertising markets have continued to face headwinds in FY 2017, with a similar

climate expected in FY 2018.


While operational efficiency remains a focus, the rate of improvement in cost-out is slowing,

consistent with FY 2017, and therefore EBITDA is likely to continue to be pressured in the

near term. As previously outlined, NZME is reinvesting in growth initiatives such as DRIVEN,

YUDU and OneRoof, with revenue benefits from these expected to be realised over the

medium term.


NZME’s aims to deliver revenue and EBITDA growth in the medium term, supported by

revenue retention in the existing business and newly established revenue streams.


Strategy


NZME’s strategy is based on a three horizon model, focusing on: (1) optimising core

businesses; (2) growing new revenue streams that leverage existing audience and customer

relationships; and (3) re-imagining revenue models to address unmet customer needs. NZME

has six key priorities for the current year to enhance shareholder value:


21

Calculation of net quantified benefits implementing the High Court's findings in para 27 of the Affidavit of James Michael

Mellsop, 5 February 2018, High Court Proceeding CIV-2017-485-445.


7


1. Grow audience and engagement through amplification of NZME’s brands and

increased focus on planned, unique, local and premium content, supported by

technology implementation;

2. Return advertising revenue to growth by retaining Print revenues, driving Digital

revenue growth and capitalising on Radio coverage, content and talent

enhancements;

3. Effective cost and capital management through reducing and leveraging our fixed cost

base; with a continued focus on balance sheet strength and delivering shareholder

returns;

4. Engage and develop our people through leadership and talent succession planning;

5. Grow new revenue streams through the launch of DRIVEN, YUDU and OneRoof,

improved data monetisation, developing a paid content proposition and identifying

new business models; and

6. Progress the Stuff merger to further improve our efficiency and underwrite the

competitiveness of New Zealand content generation and delivery.


NZME will continue to work hard in these areas and looks forward to updating shareholders

on its progress.


All FY 2017 results materials can be found at:

www.nzx.com/markets/NZSX/securities/NZM/announcements


ENDS


For further information:

Michael Boggs

Chief Executive Officer

T: +64 9 367 6123

Email: Michael.Boggs@nzme.co.nz


Paddy Walker

Investor Relations Manager

M: +64 21 486 003

Email: Paddy.Walker@nzme.co.nz


Briefing Audio Recording:

There will be an audio recording of the full year results briefing, to be held at 10:00 a.m. NZT

on Thursday, 22 February 2018, including Q&A, made available later in the day at

www.nzme.co.nz/investor-relations/presentations-webcasts



About NZME

NZME is a leading New Zealand media and entertainment business that reaches more than

3.2 million kiwis

22

. Whether reading, listening, or watching, our audience gets the content

they want - where and when they want it. NZME offers advertisers a unique opportunity to

access its growing audience via a fully integrated multi-platform presence. NZME is listed on

the NZX Main Board (code NZM) with a foreign exempt listing on the ASX (code NZM).

www.nzme.co.nz


22

Nielsen CMI, November fused database: Q4 16 to Q3 17 (population 10 years +). Based on unduplicated weekly reach of

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

---

Full Year 2017 Results Presentation
22 February 2018

Page 2
DISCLAIMER

The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. Nothing in this presentation constitutes legal, financial, tax or other advice. This presentation constitutes summary information only, and you should not rely on it in isolation from


the full detail set out in the Consolidated Financial Statements.This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current expectations, estimates and assumptions and are subject to a number of risks and uncertainties. There is no assurance that results contemplated in any projections or forward looking statements in this presentation will be realised. Actual results may differ materially from those projected in this presentation. No person is under any obligation to update this presentation at any time after it’s release to you or to provide you with further information about NZME Limited.A number of unaudited non-GAAP financial measures are used in this presentation, which

are outlined in the supplementary information to the presentation. You should not consider any of these in isolation from, or as a substitute for, the information provided in the audited Consolidated Financial Statements for the twelve months ended 31 December 2017.While reasonable care has been taken in compiling this presentation, none of NZME Limited nor its subsidiaries, directors, employees, agents or advisers (to the maximum extent permitted by law) gives any warranty or representation (express or implied) as to the accuracy, completeness or reliability of the information contained in it nor takes any responsibility for it. The information in this presentation has not been and will not be independently verified or audited.

Page 3
AGENDA

06

Results Summary & Achievement of Operational Priorities

10

Channel Results Print, Radio & Experiential, Digital & e-Commerce

20

Financials

24

FY18 Focus

28

Q&A

29

Supplementary Information

C
A

P

A

B

I

L

I

T

I

E

S

C

O

R

E


C

O

N

T

E

N

T


+


C

H

A

N

N

E

L

S

RADIO

SPORT

NATIVE

CONTENT

EXPERIENTIAL

EVENTS

DIGITAL

MARKETING

SERVICES

BRAND

ENGAGEMENT

DIGITAL

PRINT

ENT.

NEWS

CREATIVE

CONTENT

CREATION

DIGITAL

CLASSIFIEDS

MARKETPLACES

DATA &

INSIGHTS

VIDEO &

PRODUCTION

AUDIENCETARGETING

STRATEGY & PLANNING

CHINESENZHERALD.CO.NZ

A LEADING


NEW ZEALAND


MEDIA AND


ENTERTAINMENT


BUSINESS

NZME offers advertisers a unique opportunity to access a growing audience via its fully integrated multi-platform brands.

Page 4

Page 5
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Page 6
Trading Revenue2 $387.7m

4%

FY16 Pro forma2

$404.7m

Trading EBITDA2 $66.2m

2%

FY16 Pro forma2

$ 67. 2 m

Trading NPAT2 $26.7m

4%

FY16 Pro forma2

$ 27.8 m

NZME FY17

RESULTS SUMMARY

Statutory NPAT1 $20.9m

Final Dividend Fully Imputed3 6.0cps Scheduled for payment on 3 May 2018 Full Year Dividends 9.5cps

Trading Earnings Per Share2 13.6cps

4%

FY16 Pro forma2 14.2cps

(1) The FY16 Statutory NPAT of $74.5m was impacted by the demerger from HT&E (formerly APN), discontinued businesses and tax payments, and is therefore not comparable with the FY17 result as explained in the Supplementary Information on pages 30-34. (2) All Trading and Pro forma measures shown here are non-GAAP measures that are explained and reconciled in the Supplementary Information on pages 30-34. (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.

Page 7
D'Arcy Waldegrave and Goran Paladin

Radio Sport Hosts

THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.

The NZ Herald, Newstalk ZB and Radio Sport

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Arm yourself, with live results, latest

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NZ Herald Focus Host

THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.

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THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.

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THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.THEY’RE COMING: ARM YOURSELF.

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The New Zealand Herald

Our wisdom is our strength

The team is our courage

Page 8
NZME FY17

ACHIEVEMENT OF OPERATIONAL PRIORITIES

1.

Continued audience growth


of 2% YoY to more


than 3.2m1 driven by growth in NZ Herald Digital audience


and Radio listeners

2.

Print advertising revenue trends improved



compared to FY16 and subscriber revenue retained

3.

Radio revenue returned to growth

in Q4 17,


benefiting from sales team integration, talent and


content enhancements

4.

Digital outperformed the market


with revenue



growth of 18% YoY.

Digital classifieds

in property,



employment and motoring ready to launch in Q1 18

5.

Cost savings of 5%

achieved YoY2, capital


investment contained

6.

Engagement improved


and talent developed


across Newstalk ZB, The Hits, Coast and ZM

7.

Merger progressed


with appeal of High Court


decision underway

(1) Nielsen CMI, November 2017 fused database: Q4 16 to Q3 17 (population 10 years +). Based on unduplicated weekly reach of NZME newspapers, radio stations, and monthly domestic unique audience of NZME’s digital channels. (2) FY16 NZME costs per the statutory accounts have been adjusted for $4.3m of standalone costs incurred in H1 17, divested, acquired and reclassified items to provide a like for like comparison, as explained in the Supplementary Information on pages 31-33.

Page 9
You said your life was busier – that you had less time to read the news. So we redesigned the Herald site to give you an instant snapshot of what’s going on, right now – with bite-size summaries, intuitive navigation, and faster loading speeds.

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WITH YOUR NEW

You told us you wanted to broaden your horizons. So we redesigned the Herald site with enhanced navigation, a clearer interface, and pointers to in-depth stories and opinion pieces – deepening your understanding across a wider range of topics.

DISCOVER MORE

WITH YOUR NEW

Over 60% of you read the news on your phone. So we redesigned the Herald site with mobile in mind – with dynamic content, larger imagery, and bite-size summaries to keep you up-to-date while you’re on the move.

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You told us you’re often overwhelmed by information.So we redesigned the Herald site to highlight the top stories of the hour, with a simpler structure and clearer signposting to the issues that matter most to you.

DISCOVER MORE

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You told us you’re often overwhelmed by information.So we redesigned the Herald site to highlight the top stories of the hour, with a simpler structure and clearer signposting to the issues that matter most to you.

D I S C O V E R M O R E

W I T H Y O U R N E W

Page 10
WE CONTINUE TO EXCEED MARKET GROWTH


IN ALL MEASURABLE SEGMENTS

NZME Pro forma Revenue1 Summary ($m)

FY17

FY16

% Change

Print Revenue

221.3

2 3 7.7

(7%)

Radio & Experiential Revenue

1 1 0.1

114.8

(4%)

Digital & e-Commerce Revenue

56.3

52.2

8%

Total Pro forma Revenue1

3 8 7.7

4 04.7

(4%)

PrintRadio & ExperientialDigital & e-Commerce

Radio &

Experiential

Radio Agency

Revenue

NZME +4%


YoY in FY17Market +2%3


YoY in FY17

Digital &

E-Commerce

Display Revenue

NZME +19%


YoY to Q3 17Market +10%

4


YoY to Q3 17

Print

Advertising

Revenue

NZME Pro forma -9%


YoY in FY17

Market -12%2


YoY in FY17

(1) Pro forma Revenue is a non-GAAP measure that is explained and reconciled in the supplementary information on pages 30-34. (2) PwC NPA Quarterly Performance Comparison Report Q4 2017. (3) SMI New Zealand Agency Advertising Expenditure Report December 2017. (4) IAB / PwC New Zealand Q3 2017 Interactive Advertising Spend Report; digital excluding classifieds, search and directories, and social media (NZ market only).

15%

FY16 13%

57%

FY16

59%

28%

FY16

28%

Pro forma Revenue1

Page 11
NZME’S REACH

CONTINUES TO


GROW AND CROSS-POLLINATE

NZME reaches:Our growing national and local presence allows us to offer advertisers broader access to their target markets through our integrated multi-platform presence(1) Nielsen CMI, November 2017 fused database: Q4 16 – Q3 17 (population 10 years +). Based on unduplicated weekly reach of NZME newspapers, radio stations, and monthly domestic unique audience of NZME’s digital channels.

2.6

million

1.2

million

0.7

million

in the North Island1

2% YoY

in Auckland1

2% YoY

in South Island1

2% YoY

Up 2% YoY, 3.2 million1 New Zealanders read, watch, listen to or otherwise engage with our brands

Page 12
NZME

PRINT

NZME Print Revenue ($m)

FY17

FY16

% Change

Advertising Revenue

121.0

132.7

(9%)

Circulation Revenue

83.3

86.1

(3%)

Other Revenue

1 7.0

18.9

(10%)

Total Pro forma Revenue1

221.3

2 3 7.7

(7%)

Revenue from Divestments2

-

2.6

(100%)

Total Trading Revenue2

221.3

240.4

(8%)

(1) FY16 Pro forma Revenue is a non-GAAP measure that is explained and reconciled in the supplementary information on pages 30-34. (2) Trading Revenue for FY16 includes revenue from divestments including the Wairarapa Times Age sold in June 2016 (FY16 $2.3m), and Whakatane News sold in August 2016 (FY16 $0.3m). (3) PwC NPA Quarterly performance comparison report Q1 2016 – Q4 2017.


·

Print advertising revenue decline slowed relative to 2016


despite a challenging Q3. Q3 reflected reduced spending


ahead of the NZ general election in September 2017 and a


slowing property market.


·

Outperforming market revenue trends led to a YoY increase


in Print advertising revenue market share to 42%3.


·

Circulation revenues down due to retail volume


declines, partially offset by cover price increases


across the majority of titles in Q4.


·

Stability maintained in the subscriber component


of circulation revenue.


·

Other revenue represents printing and distribution


services provided to external parties, which decreased


due to volume reductions.

Total Print Advertising Market Revenue and NZME Share %3

NZME Market Share %Market Revenue ($m)

30%32%34%36%38%40%42%44%

0

20

40

60

80

100

Q4 17

Q3 17

Q2 17

Q1 17

Q4 16

Q3 16

Q2 16

Q1 16

Market Revenue ($m)

NZME Market Share %

Quater-ended

Page 13
600

700

800

900

1,000

1,100

1,200

Q4 16 - Q3 17

Q3 16 - Q2 17

Q2 16 - Q1 17

Q1 16 - Q4 16

Q4 15 - Q3 16

Q3 15 - Q2 16

Q2 15 - Q1 16

Q1 15 - Q4 15

Daily Brand Audience (000s)

PRINT READERSHIP AND SUBSCRIBER REVENUES RETAINED

(1) Nielsen CMI, NZ Herald AIR trend. AP15+. (2) Subscriber volume drives revenue and represents the count of individual “paid” papers delivered, including the NZ Herald, Herald on Sunday and Regionals (includes paid trials). Subscriber yield includes promotional volumes. (3) Nielsen CMI Q4 2016 – Q3 2017. AP15+. (4) New Zealand Audit Bureau of Circulation, Average Net Circulation (includes directed circulation and free copies). Trended from 31/12/2016 to 30/09/2017. Daily, Weekly and Non-Daily Newspapers excluding Community titles.


·

NZ Herald

average issue readership relatively stable since 20151.


·

Subscriber revenue flat YoY, with volume declines offset by yield increases.


·

Outperformed market in retaining circulation volumes with a decline in circulation of 5% from Q4 16 to Q3 17, compared to 7% for the market

4.


·

Daily

NZ Herald

brand audience (including digital) passed 1 million for the first time in Q3 173.

NZME Subscriber Volume and Yield2

Subscriber Volume (m)

Yield ($)

Q1 16

Q2 16

Q3 16

Q4 16

Q1 17

Q2 17

Q3 17

Q4 17

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

1.001.101.201.301.401.501.601.701.80

Yield

Subscriber Volume

The NZ Herald Mon-Sat Average Issue Readership1

NZ Herald Daily Brand Audience3

300

350

400

450

500

Readership (000s)

Q2 13 - Q1 14

Q4 13 - Q3 14

Q2 14 - Q1 15

Q4 14 - Q3 15

Q2 15 - Q1 16

Q4 15 - Q3 16

Q2 16 - Q1 17

Q4 16 - Q3 17

Page 14
T4 2017

T3 2017

T2 2017

T1 2017

T3 2016

T2 2016

T1 2016

Station Share %

30

31

32

33

34

35

36

37

0

5

10

15

20

25

30

35

40

45

T4 2017

T3 2017

T2 2017

T1 2017

T3 2016

T2 2016

T1 2016

Audience (000s)

NZME

RADIO & EXPERIENTIAL

NZME Radio & Experiential Revenue ($m)

FY17

FY16

% Change

Radio & Experiential Revenue1

103.7

108.7

(5%)

Other Revenue (incl. iHeart and Events)

6.4

6.2

4%

Total Revenue

1 1 0.1

114.8

(4%)

(1) Radio & Experiential Revenue includes agency, direct and experiential revenue streams. (2) GfK Radio Audience Measurement, Commercial Stations. NZME & Partners in Major Markets (top 13 markets). Trended till T4/2017. Station Share %. Mon-Sun 12mn-12mn, 18-54. (3) GfK Radio Audience Measurement, The Hits Auckland, trended till T4/2017. Cumulative Audience. Mon-Fri 6am-9am, 25-54. (4) GfK Radio Audience Measurement. Total NZ Survey, NZME & Partners. Trended till T4/2017. Cumulative Audience. Mon-Sun 12mn-12mn, All 10+.


·

Positive growth in audience immediately reflected in agency


revenue, however, direct market slower to respond.


·

Operational initiatives included a nationwide sales team


transformation and the implementation of the new CRM


system and suite of sales tools, both completed in H2.


·

Total revenue returned to growth in Q4 supported


by these operational and content initiatives, however


yet to realise full year benefits.


·

Growth in key 18-54 y/o demographic major market share


of 2.7%2 YoY.

Newstalk ZB

retained highest station market


share nationally, also winning a number of other key categories

4,


The Hits

with Sarah, Sam & Toni grew their audience in every



survey since launching in 20173.


·

iHeartRadio

registered users up 35% YoY to over 700,000,


now reaching over 17% of NZ’s 10 plus population. 30% YoY


growth in

iHeartRadio

streams across all stations.

NZME Major Markets 18-54

y/o

Station Share2

The Hits Auckland

25-54

y/o

6-9

am

Weekly Cumulative Audience3

Page 15
0

200

400

600

Audience (000s)

1.

Expansion of Radio footprint


·

Modest investment in new frequencies, providing coverage in the Coromandel region and delivering


an attractive payback as integrated with existing assets.


·

Incremental population of c.40,000 (represents 2% of NZME’s current Radio audience1).


·

Launched

The Hits

in the Coromandel (3 new frequencies) and

Coast

in Whangamata in December 2017.

2.

Optimising frequency utilisation


·

Manawatu:

Coast

added FM frequency in addition to its AM frequency, trialling an iHeartRadio focus for

Hauraki

.


·

Hawkes Bay:

Coast

switched with

Hauraki

from AM to FM.

3.

Talent and content enhancements


·

Newstalk ZB

refresh underway including new talent (Simon Barnett and Kate Hawkesby, among others)


to drive audience and revenue growth.


·

Capitalising on

The Hits

' successful talent changes by extending Sarah, Sam & Toni


across the North Island, and a new local show in Christchurch with Brodie & Fitzy.

ENHANCEMENTS IN COVERAGE, TALENT AND CONTENT TO SUPPORT AUDIENCE AND REVENUE GROWTH

(1) GfK Radio Audience Measurement. Total NZ Survey, NZME & Partners. Trended till T4/2017. Cumulative Audience. Mon-Sun 12mn-12mn, All 10+.

NZME Radio TransmittersFootprint ExpansionFrequency Optimisation

NZME Radio Station Total NZ All 10+ Weekly Cumulative Audience¹

Page 16
Q4 17

Q3 17

Q2 17

Q1 17

Q4 16

Q3 16

Q2 16

Q1 16

Average UA (millions)

Average Social Referral % of UBs

0%10%20%30%40%50%

0.0

0.5

1.0

1.5

2.0

2.5

NZME

DIGITAL & E-COMMERCE


·

Digital revenue growth across all products with mobile, video


and programmatic being the largest drivers. Washington Post arc



software implemented during the year, providing enhanced


content management and monetisation opportunities.


·

Native video stream growth of 38% YoY3 assisted by

NZ Herald

Focus

regularly hitting more than 1.5 million views a week


across all platforms2.


·

nzherald.co.nz

monthly unique audience up 12% YoY1.


Q4 17 saw a further increase in direct traffic, reducing


reliance on social referrals, allowing improved engagement


and monetisation opportunities.


·

Continued emphasis on new product development including


podcasts and Amazon Alexa skills.


·

GrabOne

(e-Commerce) revenues down 18% YoY, however trends


improved in Q4 17, including traffic growth of 9% YoY for the

quarter

4 through improved relevancy targeting.

NZME Digital & e-Commerce Revenue ($m)

FY17

FY16

% Change

Digital Revenue

44.9

38.2

18%

e-Commerce Revenue

11.4

14.0

(18%)

Total Revenue

56.3

52.2

8%

(1) Nielsen Online Ratings, Domestic Unique Audience, 2016 – 2017. (2) Nielsen Market Intelligence. Average weekly UB’s 2017 vs 2016. Note: Social referrals from site, excluding App, across mobile, tablet and desktop. Includes all social networks. (3) Brightcove Analytics January 2016 – December 2017. Native = viewed on an NZME platform. (4) Nielsen Market Intelligence. Average weekly UB’s 2017 vs 2016.nzherald.co.nz Average Monthly Unique Audience1 & % UB Social Referrals2

Average Social Referral % of UBs

Average UA (millions)

DIGITAL INITIATIVES
Page 17

Page 18
WE'RE ALL ABOUT


WHAT YUDU

All things property,

under OneRoof

FUEL YOUR

PASSION

Page 18

Page 19
(1) TradeMe Limited Year end results presentation, 24 August 2017. (2) Seek Limited 2017 Annual Report. (3) Listings as at February 2018. (4) Nielsen CMI, November 2017 fused database: Q4 16 to Q3 17 (population 10 years +). Based on unduplicated weekly reach of NZME newspapers, radio stations, and monthly domestic unique audience of NZME’s digital channels. (5) OneRoof is a joint venture between NZME (80% share) and the builder and operator of the digital platform (20% share). The entity is fully consolidated in NZME accounts.

“Fuel your Passion”

“We’re all about

what YUDU”

“All things property,

under OneRoof”

Market opportunity


·

TradeMe 20171: $64 million


·

TradeMe listings3: 80,000


·

TradeMe1 2017: $28 million


·

Seek 20172: $36 million


·

Seek listings3: 22,000


·

TradeMe 20171: $34 million


·

realestate.co.nz: $ unknown


·

realestate.co.nz listings3: 38,000

NZME’s competitive advantage


·

Access to NZME's growing audience of over 3.2 million New Zealanders4


·

Leveraging NZME’s core content capabilities across text, video and audio


·

Cross-platform bundling opportunities


·

Innovative user experience


·

Data insights and analytics


·

Leveraging strong industry relationships


·

Unique tools for buyers

and sellers


·

Targets active and

passive candidates


·

Championing the candidate


·

Needs based search


·

Integrated data insights


·

Lead generation for agents


·

Partnered with experienced real

estate technology provider5

Monetisation


·

Premium listing upsells, carousels and sponsorships


·

Video and branded native content


·

Cross-platform sales packages


·

Dealer/company/agent profile pages


·

Subscriptions

When do we launch?

All launching in Q1 18

FY17 FINANCIALS
Page 20

Page 21

·

Trading EBITDA1 down 2% compared to previously reported


FY16 Pro forma1. The Pro forma adjusts FY16 for standalone


costs previously disclosed and businesses divested.


·

In FY17 continued Digital revenue growth and an


improvement in Print advertising revenue decline


were impacted on by a difficult Q3.


·

While Radio revenue declined YoY, revenue returned



to growth in Q4.


·

Overall costs down 5% on FY16 Pro forma1 due to continued


focus on cost control and integration of the business.


·

Other income primarily relates to charges to HT&E (formerly


APN) for financial back office services and rental income.

NZME Trading Result1 ($m)

FY17

FY16 Pro

forma1

% Change

Trading Revenue1

3 87.7

404.7

(4%)

Other Income

3.7

4.0

(6%)

Costs

(325.3)

(341.5)

(5%)

Trading EBITDA1

66.2

6 7. 2

(2%)

Final Dividend

6.0 cps

6.0 cps

-

NZME

TRADING RESULT

(1) All Trading and Pro forma measures shown here are non-GAAP measures that are explained and reconciled in the Supplementary Information on pages 30-34.

Page 22
(1) FY17 total costs agree to the expenses from operations before finance costs, depreciation, amortisation and exceptional items in note 2.4.2 of the consolidated financial statements for the twelve months ended 31 December 2017. (2) FY16 Pro forma Costs are a non-GAAP measure that is explained and reconciled in the supplementary information on pages 33.

NZME

COSTS

NZME Costs ($m)

FY171

FY16

Pro forma

2

% Change

People & contributors

162.2

168.2

(4%)

Print & distribution

66.9

73.9

(9%)

Agency commission & marketing

35.0

35.9

(3%)

Property

20.8

21.5

(3%)

Content

10.8

11.8

(9%)

IT & communications

11.7

10.4

13%

Other

1 7.9

19.8

(10%)

Total Costs

325.3

341.5

(5%)


·

People costs down 4% due to ongoing benefits of integration


across the business and a focus on reducing contributor and


contractor costs.


·

Print and distribution costs down 9% due to volume


declines, savings from completed print plant technology


improvements and paper savings.


·

Agency commission and marketing costs down 3%


in line with revenue decline.


·

Property costs down 3% due to completion of regional



office co-locations and reductions in radio transmission costs.


·

Content costs down 9% due to savings from contract


rationalisation, sports rights and live data feed costs.


·

IT and Communications costs up 13% due to increased use


of Software as a Service content and sales platforms, offsetting


the need for future capital expenditure in these areas.


·

Other costs reduced by 10% as a result of savings in


professional fees, travel and vehicle expenses.

Page 23
(1) Pro forma Trading EBITDA used to calculate ratios at Jun-17 and Dec-16 are non-GAAP measures that have been calculated to reflect the FY17 Trading result by excluding the impacts of the demerger from HT&E (formerly APN), discontinued businesses and exceptional items, and including Pro forma standalone costs previously disclosed. Please refer to the Supplementary Information on pages 30-34 for an explanation of these adjustments.

NZME Balance Sheet ($m)

Dec 17

Jun 17

Dec 16

Cash and cash equivalents

9.6

8.4

16.2

Trade and other receivables

57. 2

58.4

55.9

Trade and other payables

(56.9)

(59.8)

(66.4)

Current tax liabilities

( 7.6 )

(0.3)

(2.8)

Net Working Capital

2.4

6.7

2.9

Fixed, intangible and other assets

401.3

406.2

411.4

Interest bearing liabilities

(99.8)

(115.2)

(112.2)

Other liabilities

(14.8)

(15.9)

(16.6)

Net Assets

289.0

281.7

285.6

Trading EBITDA1 interest cover Ratio

15.2

12.3

16.9

Net debt to Trading EBITDA1 Ratio

1.4

1.6

1.4

NZME

BALANCE SHEET


·

Net debt has reduced to $90.2m at 31 December



2017, from $95.9m at 31 December 2016, with an



interest rate payable on gross debt of 3.5% p.a.


·

Higher trade and other receivables compared


to December 2016 reflects an increase in



prepayments of software licenses



implemented during the year.


·

Lower trade and other payables



compared to December 2016 reflects



the overall reduction in operating costs,


the movement of licenses to in-advance,


and incentives to monthly (rather than


quarterly) payment.


·

Undrawn bank facilities at 31 December 2017


totalled $60.0m.


·

Capital expenditure was $15.0m in FY17 and


is expected to be maintained at similar levels


in FY18.

FY18 FOCUS
Page 24

Page 25
OUTLOOK


·

Traditional advertising markets continued to face headwinds in FY17 and we


anticipate a similar climate in FY18.


·

Operational efficiency remains a focus, however the rate of cost reduction is


slowing and, consistent with FY17, EBITDA will therefore likely continue to be


pressured in the near term.


·

NZME is reinvesting in growth initiatives, such as

DRIVEN

,

YUDU

and

OneRoof

,


with benefits from these expected to be realised over the medium term.


·

Through retaining revenue in the existing business and developing new


revenue streams, NZME’s goal remains to deliver revenue and EBITDA growth


in the medium term.

Award-winning NZ Herald Chief Photographer, Brett Phibbs

Page 26
PROPOSED NZME/STUFF LIMITED MERGER UPDATE

Process update


·

The New Zealand Commerce Commission declined to approve the merger on 3 May 2017.


·

NZME and Fairfax’s appeal to the High Court was declined in a judgment issued on 19 December 2017.


·

On 7 February 2018, NZME and Fairfax applied for leave to appeal the decision to the Court of Appeal.


·

Subject to a final decision on the scope of appeal, it is expected that the matter will be heard


in the Court of Appeal in Q2 2018, with a judgment expected in the second half.


·

There is a further right of appeal to the Supreme Court with leave on points


of general public importance.


·

If an appeal is successful, completion of the transaction remains subject to finance


and shareholder approval.

Rationale for a further appeal


·

NZME and Fairfax continue to believe the Commission was wrong in fact and wrong in law


to decline clearance or authorisation for the merger. The questions on appeal are focused


on the issue of plurality.


·

NZME continues to share the costs of the legal process with Fairfax. The shared costs going


forward are expected to be less than $0.5m, significantly outweighed by the potential benefits


of the transaction, both for shareholders and the New Zealand public.

Page 27
FY18

STRATEGIC PLAN

1.

Grow audience and engagement


through amplification of NZME’s brands


and increased focus on planned, unique, local and premium content, supported by

continued

implementation of the Washington Post arc roadmap.

Horizon 3: Re-imagining

Horizon 2: Beyond Advertising

Horizon 1: Optimising the Core

Identifying opportunities to develop

new business models that grow

audience engagement and

deliver new revenue streams.

Growing new revenue streams that

leverage our audiences to generate

new revenue opportunities - Digital

classifieds and paid content.

Offsetting declines in Print

advertising with growth in Radio

and Digital advertising, and


streamlining the cost base.

2.

Return advertising revenue to growth


by continuing to retain Print revenues, drive



Digital revenue growth and capitalise on Radio coverage, content and talent enhancements.

3.

Effective cost and capital management

through exploring opportunities to


leverage our existing fixed cost base and continued focus on improving balance sheet strength.

4.

Engage and develop our people


by continuing to focus on improving


leadership and talent succession planning.

5.

Grow new revenue streams


through the launch of

DRIVEN

,

YUDU

and

OneRoof

,


improved data monetisation and developing a paid content proposition. Identify and


develop new business models.

6.

Progress the Stuff merger

to further improve our efficiency and underwrite


the competitiveness of New Zealand content generation and delivery.

NZ’s No. 1 Breakfast Host, Mike Hosking, interviewing Nigella Lawson
Q&A

Page 28

Page 29
SUPPLEMENTARY INFORMATION

Page 30
(1) Trading Revenue of $387.7 million agrees to Segment revenue from integrated media and entertainment activities in note 2.4.2 of the consolidated financial statements. Other income of $3.7 million comprises of Revenue from shared service centre of $3.0 million, Dividend income of $0.1 million and Rental income from sub-leases of $0.6 million as disclosed in note 2.4.2 of the consolidated financial statements. Total Revenue & Other Income excludes interest income of $0.1 million which is included in Net interest expense. Costs of $325.3 million agrees to Expenses from operations before finance costs, depreciation, amortisation and exceptional items in note 2.4.2 of the consolidated financial statements. (2) Exceptional items are explained on page 34 and note 2.4.2 of the consolidated financial statements. (3) Trading tax payable has been calculated utilising NZME’s current effective tax rate on NPBT excluding exceptional items of 28%.

NZME FY17


RECONCILIATION OF TRADING RESULT TO CONSOLIDATED FINANCIAL STATEMENTS

$m

FY17 Trading

Result1

Exceptional

Items2

FY17 Financial

Statements

Trading Revenue1

3 87.7

-

3 87.7

Other Income

3.7

-

3.7

Total Revenue & Other Income

391.4

-

391.4

Costs

(325.3)

( 7. 5 )

(332.8)

EBITDA

66.2

( 7. 5 )

58.6

Depreciation and amortisation

(24.9)

-

(24.9)

EBIT

41.2

( 7. 5 )

33.7

Net interest expense

(4.4)

-

(4.4)

NPBT

36.9

( 7. 5 )

29.3

Ta x

3

(10.1)

1.7

(8.4)

N PAT

2 6.7

(5.8)

20.9

Earnings per share (cps)

13.6

(3.0)

1 0.7

Page 31
(1) The NZME Pro forma Result comprises Pro forma Revenue, Pro forma Other Income, Pro forma Costs, and Pro forma EBITDA which are non-GAAP measures. The NZME Pro forma Result for FY16 shows NZME on a comparable basis for the half year by adjusting the Consolidated Financial Statements by excluding earnings from businesses divested during in FY16 (Wairarapa Times Age and Whakatane News), including the Educational Media business, including Pro forma standalone costs previously disclosed, and excluding exceptional items (separately disclosed on page 34). (2) Other items include revenue and costs previously relating to other entities in the Group prior to the demerger which are included in the FY16 result. They comprise of Other Income relating to income from the shared service centre of $1.5 million for H1 16 that would have previously been eliminated on consolidation and an adjustment for additional net expenses previously eliminate on consolidation. (3) Revenue of $406.1 million agrees to Segment revenue from integrated media and entertainment activities, Other income of $2.5 million comprises of Dividend income of $0.1 million and Rental income from sub-leases of $0.6 million, Costs of $338.4 million agrees to Expenses from operations before finance costs, depreciation, amortisation and exceptional items, all as disclosed in note 2.4.2 of the consolidated financial statements. (4) Exceptional items are explained on page 34.Other than the Trading NPAT calculated on page 30, the results used in this presentation for FY17 are the same as those disclosed in note 2.4.2 - Segment revenues and results of the Consolidated Financial Statements for the year ended 31 December 2017. The Statutory Result for FY16, including the segment note, as reported in the Consolidated Financial Statements for the year ended 31 December 2017 was 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 unaudited non-GAAP measures which are further explained and reconciled to the unaudited GAAP figures in this supplementary information. This presentation should be read in conjunction with NZME’s Consolidated Financial Statements.

NZME FY16


RECONCILIATION OF PRO FORMA RESULT TO CONSOLIDATED FINANCIAL STATEMENTS

$m

FY16 Pro forma

Result1

Divestments1

Ed

Media1

Standalone

Costs

1

Other

Items2

FY16 Financial

Statements3

Revenue

404.7

2.6

(1.2)

-

-

406.1

Other Income

4.0

-

-

-

(1.5)

2.5

Total Revenue & Other Income

4 0 8.7

2.6

(1.2)

-

(1.5)

408.6

Costs

(341.5)

(2.3)

0.8

4.3

0.3

(338.4)

EBITDA

6 7. 2

0.4

(0.4)

4.3

(1.3)

70.2

Depreciation and amortisation

(23.8)

EBIT

46.4

Net interest expense

(9.0)

NPBT

3 7. 3

Exceptional items4

(23.9)

Ta x

(64.0)

Profit from discontinued operations

125.1

N PAT

74 .5

Page 32
NZME FY16


RECONCILIATION OF TRADING RESULT


TO PRO FORMA RESULT

(AS PREVIOUSLY REPORTED, FEBRUARY 2017)

(1) The figures presented in this table are on a Trading or Pro-forma basis, which are non-GAAP measures as reconciled and explained in this presentation. The NZME FY16 Previously Reported Trading Result was adjusted for Pro forma standalone costs, as previously disclosed in the FY16 Results Presentation. (2) Earnings from businesses divested during in FY16 (Wairarapa Times Age and Whakatane News), which are included in the Consolidated Financial Statements for FY16, have been removed. (3) The previously reported NZME Trading Costs for FY16 have been adjusted for standalone costs previously disclosed and not incurred in FY16, which are not included in the Consolidated Financial Statements for FY16 (4) Items have been reclassified to reflect changes in revenue and cost recognition after the demerger from HT&E (formerly APN), and reclassification of dividend income and rental income from sub-leases to Other Income. Note: Exceptional items (separately disclosed on page 34) are excluded from both the Trading and Pro forma FY16 Results shown above. (5) Tax payable has been calculated indicatively utilising NZME’s current effective tax rate as at 31 December 2017 of 29%.

$m

FY16 Previously

Reported

Trading Result1

Divestments2

Standalone

Costs

3

Acquired &

Reclassified

Items4

FY16

Pro forma

Result1

Trading Revenue1

4 07.4

(2.6)

-

-

404.7

Other Income

2.4

-

-

1.6

4.0

Trading Revenue & Other Income

4 0 9.7

(2.6)

-

1.6

4 0 8.7

Costs

( 3 37.8 )

2.3

(4.3)

(1.6)

(341.5)

EBITDA

71.9

(0.4)

(4.3)

-

6 7. 2

Depreciation and amortisation

(23.8)

EBIT

43.4

Net interest expense

(4.2)

NPBT

39.2

Ta x

(11.4)

N PAT

2 7. 8

Earnings per share (cps)

14.2

Page 33
(1) The figures presented in this table are on a Trading or Pro-forma basis, which are non-GAAP measures as reconciled and explained in this presentation. Based on the FY17 Trading Result, we identified a number of adjustments to the FY16 Previously Reported Trading Costs to ensure a better like-for-like comparison, as set out in this table as the FY16 Pro forma Costs. (2) The previously reported NZME Trading Costs for FY16 have been adjusted for standalone costs previously disclosed and not incurred in FY16, which are not included in the Consolidated Financial Statements for FY16. (3) The previously reported NZME Trading Costs for FY16 have been adjusted for items acquired as part of the demerger from HT&E (formerly APN) which include costs associated with back office services provided to HT&E (formerly APN), and reclassification of dividend income to Other Income. Note: Exceptional items (separately disclosed on page 34) are excluded from both the Trading and Pro forma FY16 Costs shown above. (4) Costs in relation to divestments include the Wairarapa Times Age sold in June 2016 and Whakatane News sold in August 2016.

NZME FY16


RECONCILIATION OF PREVIOUSLY REPORTED TRADING TO PRO FORMA COSTS

$m

FY16 Previously

Reported

Trading Costs1

Standalone

Costs

2

Divested, Acquired

and Reclassified

Items3

FY16

Pro forma


Costs

1

People costs & contributors

163.0

4.0

1.1

168.2

Print & distribution costs

73.8

-

0.1

73.9

Agency commision & marketing

35.2

-

0.7

35.9

Property

21.5

-

-

21.5

Content

12.4

0.1

(0.7)

11.8

IT & communications

10.0

-

0.3

10.4

Other

16.4

3.2

0.2

19.8

Sub-total

332.5

7. 4

1.6

341.5

Standalone costs in H2 16

3.1

(3.1)

-

-

Divestments4

2.3

-

(2.3)

-

Total

337.8

4.3

(0.6)

341.5

Page 34

·

Redundancy costs relate to ongoing integration programmes.


·

FY17 one-off project costs primarily relate to the proposed


merger with Stuff Limited (formerly Fairfax NZ), for which an



appeal was heard and declined in the High Court in H2 17,


and NZME's continued integration and co-location.


·

In addition, FY16 one-off project costs primarily relate to listing,



and masthead royalty charges for the transfer of mastheads



as part of the demerger from HT&E (formerly APN).

NZME

EXCEPTIONAL ITEMS

NZME Exceptional Items ($m)

FY17

FY16

Redundancies

4.3

6.0

Costs in relation to one-off projects

3.0

6.9

Business & property divestments

0.2

(1.3)

Masthead royalty charges

-

12.2

Total

7. 5

23.9

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

X

whether:

InterimYear

X

SpecialDRP Applies

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per securityPayment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

EMAIL: announce@nzx.com

Notice of event affecting securities

NZME Limited

Michael BoggsDirector's resolution

09 379 50502222018

ORDINARY SHARESNZNZME0001S0

In dollars and cents

RETAINED EARNINGS

$0.06000

$0.0000

Enter N/A if not

applicable

$$0.004167$0.023333

$

NZD$0.010588

$0.06000

Date Payable

3 May, 2018

18 April, 20183 May 2018

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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