TIL Logistics Group HY18 Results and Interim Report

TIL Logistics Group Limited
Results for announcement to the market

Reporting Period 6 months to 31 December 2017
Previous Reporting Period 6 months to 31 December 2016

Amount (000s) Percentage change
Revenue from ordinary
activities
NZ$164,038 54%
Profit (loss) from ordinary
activities after tax attributable
to security holder
NZ$(15,682) -9%
Net profit (loss) attributable to
security holders
NZ$(15,682) -9%

Interim/Final Dividend Amount per security Imputed amount per security
No interim dividend is
proposed.
Not applicable

Record Date Not Applicable
Dividend Payment Date Not Applicable

Comments: The condensed interim financial statements contained in TIL
Logistics Group Limited’s Interim Financial Report for the six
month period ended 31 December 2017 reflect the results of the
‘carved out’ business operations of Transport Investments Limited
(being the business and assets acquired by TIL Logistics Group
Limited under its reverse listing transaction in December 2017) for
the period from 1 July 2017 to 6 December 2017 and the results
of the TIL Logistics Group Limited group (which includes the
transport and logistics business of Transport Investments Limited
acquired) from 7 December 2017 to 31 December 2017. The
comparative statement of profit or loss and other comprehensive
income for the six months ended 31 December 2016 and the
comparative balance sheet as at 30 June 2017, reflect the results
and financial position of the carved out business of Transport
Investments Limited.
The reported loss includes one off costs of $6.5m associated with
the reverse listing process, $11.4m in share based payments and
$3.4m relating to additional provision for deferred consideration
on a prior year acquisition. Adjusted profit excluding these
adjustments is NZ$ 5.6m.




ADDITIONAL INFORMATION REQUIRED BY APPENDIX 1 OF THE NZX LISTING RULES

The following information is required to be provided under the NZX Listing Rules and should be read
in conjunction with TIL Logistics Group Limited’s Interim Financial Report for the six month period
ended 31 December 2017.

Net Tangible Assets per Security

31 December 2017 30 June 2017
Net tangible assets $000 (721) 78,744
Number of ordinary securities 81,459,483 72,833,334
Net tangible asset backing per ordinary
security $
(.01) 1.08

The Net Tangible Assets $000 above are derived from the condensed interim financial statements
contained in TIL Logistics Group Limited’s Interim Financial Report for the six month period ended 31
December 2017. These statements reflect the results of the ‘carved out’ business operations of
Transport Investments Limited (being the business and assets acquired by TIL Logistics Group Limited
under its reverse listing transaction in December 2017) for the period from 1 July 2017 to 6 December
2017 and the results of the TIL Logistics Group Limited group (which includes the transport and
logistics business of Transport Investments Limited acquired) from 7 December 2017 to 31 December
2017. The comparative statement of profit or loss and other comprehensive income for the six
months ended 31 December 2016 and the comparative balance sheet as at 30 June 2017, reflect the
results and financial position of the carved out business of Transport Investments Limited.
The number of ordinary securities as at 31 December 2017 reflects the actual number of ordinary
securities in TIL Logistics Group Limited on issue as at that date.
The number of ordinary securities as at 30 June2017 reflects the actual number of shares of Transport
Investments Limited on issue at that date together with the number of shares issued by TIL Logistics
Group Limited as consideration under the reverse listing transaction. This figure has been used for
comparative purposes in accordance with IFRS guidance.

Control gained and lost over Entities

Name Gain/Lost Control Date Gained/Lost Control
Transport Investments Limited (formerly BIL 2017 Limited) Gained 16/10/2017
Bethunes Investments Limited (formerly BIL 2016 Limited) Lost 5/12/2017
TIL Freighting Limited Gained 6/12/2017
Pacific Fuel Haul Limited Gained 6/12/2017
Alpha Customs Services Limited Gained 6/12/2017
Pacific Asset Leasing Limited Gained 6/12/2017
Hookers Shipping Limited Gained 6/12/2017
McAuleys Transport Limited Gained 6/12/2017
MOVE Logistics Limited Gained 6/12/2017
Southern Fleet Leasing Limited Gained 6/12/2017
NZL Group Limited Gained 6/12/2017
Multi-Trans HeavyHaul Limited Gained 6/12/2017
TNL International Christchurch Limited Gained 6/12/2017
TNL International Limited Gained 6/12/2017
Appian Transport Limited Gained 6/12/2017
Global Logistics Limited Gained 6/12/2017
TNL Freighting Limited Gained 6/12/2017
TNL Logistics Limited Gained 6/12/2017
Transport Nelson Limited Gained 6/12/2017

Other than Transport Investments Limited, the newly gained entities above were acquired as
a result of the acquisition by TIL Logistics Group Limited of the transport and logistics
business and assets of Transport Investments Limited.

Associates & Joint Ventures

Name Entity’s %age holding in each of these entities
UNITE Logistics Limited 50%
ATL Limited 50%
TNL International (Australia) Pty Limited 25%



Changes in Accounting Policies
As a result of the acquisition of the transport and logistics business and assets of Transport
Investments Limited the company has adopted the account policies of Transport
Investments Limited. These accounting policies are outlined in TIL Logistics Group Limited’s
Interim Financial Report for the six month period ended 31 December 2017.

---

27 February 2018
Company Announcement
330 Devon St East, New Plymouth
NEW ZEALAND WIDE | NATIONAL & INTERNATIONAL FREIGHT AND LOGISTICS

TIL LOGISTICS GROUP ANNOUNCES STRONG FIRST HALF RESULT

• TIL Logistics Group Limited delivered a strong first half result for the six months to 31 December
2017
• Reported result reflects acquisitions in 2017 and includes $21.3m in non-trading costs, resulting
in a Net Loss After Tax (NLAT) of $(15.7)m
• Excluding non-trading costs, the company delivered a Net Profit After Tax (NPAT) of $5.6m, up
180% on the prior year
• The Board is confident the full year pro forma PFI targets (excluding non-trading costs) indicated in
the Listing Profile will be achieved.

*Non-trading costs of $6.5m associated with the reverse listing process, $11.4m in share based payments and
$3.4m relating to revaluation of deferred consideration for acquisitions in the prior period.

Leading New Zealand freight and logistics business, TIL Logistics Group Limited, has reported its first
financial result since its reverse listing transaction was completed in December 2017, with revenue and
earnings for the six months to 31 December 2017
ii
exceeding management budgets and reflecting the
continuing strong performance of the company’s businesses.

For the six months to 31 December 2017, revenue was $164.0m (HY17: $106.7m), with the majority from
general and specialised freight services and a growing percentage from warehousing and logistics.

The results reflect the acquisitions of MOVE Logistics and NZL Group since the previous first half year
result and also include non-trading costs of $6.5m associated with the reverse listing process, $11.4m in
share based payments and $3.4m relating to additional provision for deferred consideration on the
earnout for MOVE Logistics. This business was acquired in June 2017 and has expanded through
acquisition and is currently outperforming expectations. Therefore, the Board has reassessed the current
estimated earn out liability, resulting in a provision in the accounts.
REPORTED LISTING PROFILE PFI
$ Millions HY18 HY17 FY2018F
Pro Forma
FY2018F
Statutory
Revenue 164.0 106.7 328.8 327.8
EBITDA (7.0) 6.9 - 9.5
Non-trading costs* 21.3 - - 18.7
EBITDA excluding non-trading costs
i
14.3 6.9 28.2 28.2
NPAT/NLAT (15.7) 2.0 - (10.3)
NPAT excluding non-trading costs 5.6 2.0 8.5 8.5
Net operating cashflows 8.1 9.0 14.2 14.2

TIL Logistics Group Limited

Including the $21.3m in non-trading costs, EBITDA was $(7.0)m (HY17: $6.9m) for the six month period
with a net loss after tax (NLAT) of $(15.7)m (HY17: $2.0m profit).

Excluding non-trading costs, EBITDA was up 107% on the prior half year to $14.3m and adjusted NPAT of
$5.6m was a 180% improvement on the prior half year.

Chairman of TIL Logistics, Trevor Janes, commented: “This is encouraging for the company and gives us
confidence that the full year pro forma PFI targets (excluding non-trading costs) indicated in the Listing Profile
will be achieved.”

Total assets increased to $159.9m with total debt dropping to $80.8m through utilisation of working
capital.
In addition to the reverse listing and name change in December 2017, key highlights for the six months
include:
• The successful integration of NZL Group and MOVE Logistics into the group, following their
acquisitions in May and June 2017 respectively
• A number of new customer contracts including freight handling ventures between MOVE
Logistics and the Ports of Auckland and Lyttelton Port
• Acquisition of Seamount Enterprises’ fleet and Glassworks Logistics’ logistics and supply services
businesses which have been integrated into MOVE Logistics
• Continued upgrade of the TIL Logistics fleet with around 30 new vehicles, including trucks and
trailers, entering the operation
• Announced the appointment of Alan Pearson as the new TIL Logistics Group CEO, effective from
19 March 2018.
TIL Logistics is already one of New Zealand’s largest freighting and logistics companies, with businesses
across the supply chain and a growth strategy.

Transport by road remains the biggest mode of freight movement in New Zealand and is expected to
increase by almost 60% over the next 30 years
iii
. In addition to this, there is a growing demand for
warehousing and third party logistics (3PL) providers, an area in which TIL Logistics has increased its
presence in the last few years.

Trevor Janes said: “TIL Logistics has the scale and capability to enter the next growth phase and, as a
listed company, the business now has the platform required to turn this into a reality. Growth by
acquisition is a part of our strategy and we have identified a number of acquisition opportunities. In
addition, management are focused on continued organic growth - driving efficiencies, leveraging scale,
expanding the offer and growing TIL Logistics’ existing businesses.”

Unaudited interim financial statements, as at and for the six months ended 31 December 2017 and the
comparative financial information as at 30 June 2017 and for the six months ended 31 December 2016
are attached to this release. These financial statements have been prepared under the New Zealand
equivalents to International Financial Reporting Standard NZ IAS34: Interim Financial Reporting and have
been reviewed by PwC.

ENDS

For further information and media assistance, please contact:

Greg Whitham, Chief Financial Officer Jackie Ellis, Media Liaison
Phone: +64 27 471 7120 Phone: + 64 27 246 2505
Email: greg.whitham@til.kiwi Email: jackie@ellisandco.co.nz

About TIL Logistics Group Limited (TLL)

TLL is one of the largest domestic freight and logistics businesses in New Zealand, with a nationwide
network of branches, depots and warehouses. TLL’s activities include transporting and warehousing
freight throughout New Zealand and co-ordinating freight movements offshore with the assistance of
international alliances. TLL also has a specialist road tanker division which is one of the largest operators
in the New Zealand fuel delivery market.

i
Non-GAAP financial information: TIL Logistics Group uses several non-GAAP measures when discussing financial performance.
These include Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), EBITDA excluding non-trading costs and
Net Profit After Tax (NPAT) excluding non-trading costs. Management believes that these measures provide useful information
on the underlying performance of TIL Logistics’ business. Non-GAAP financial measures should not be viewed in isolation nor
considered as a substitute for measures reported in accordance with NZ IFRS. Reconciliations of the non-GAAP measures to
GAAP measures, can be found on page 24 of TIL Logistics Group’s Interim Report that is available on the company’s website.

ii
The condensed interim financial statements reflect the results of the carved out business operations of Transport Investments
Limited for the period from 1 July 2017 to 6 December 2017 and the results of the TIL Logistics Group Limited group (which
includes the transport and logistics business of Transport Investments Limited acquired) from 7 December 2017 to 31 December
2017. The comparative statement of profit or loss and other comprehensive income for the six months ended 31 December
2016 and the comparative balance sheet as at 30 June 2017, reflect the results and financial position of the carved out business
of Transport Investments Limited.
iii
National Freight Demand Study 2014

---

TIL LOGISTICS
GROUP LIMITED
HY18 INTERIM RESULTS PRESENTATION
FOR THE SIX MONTHS TO 31 DECEMBER 2017
1

ABOUT TIL LOGISTICS
GROUP
•One of New Zealand’s largest domestic freight
and logistics platforms
•Nationwide network of branches, depots and
warehouses with 60 locations and over
150,000m2 of warehousing space
•Dedicated team of over 1,700 employees and
contractors
•Fleet of some 900 trucks, 1,110 trailers, 310
forklifts and 170 light vehicles
•Operates one of the largest petroleum product
Dangerous Goods (DG) road tanker fleets in the
country
2TIL Logistics Group HY18 Interim Results Presentation

HALF YEAR KEY EVENTS
A busy first half year concluding with the successful reverse listing transaction
•Grew TIL Logistics’ warehousing and logistics offer with successful integration of new acquisitions
•Negotiated a number of new customer contracts
•Expanded the TIL Logistics operation and continued to upgrade the Fleet
•Announced the appointment of Alan Pearson as the new TIL Logistics Group CEO, effective from
19 March 2018
•Successfully completed reverse listing on 6 December 2017
•Change of name to TIL Logistics Group Limited (NZX: TLL) on 7 December 2017
•Appointment of new Board of Directors
3
TIL Logistics Group HY18 Interim Results Presentation

HALF YEAR
RESULTS
SUMMARY
4
TIL Logistics Group HY18 Interim Results Presentation
OUTLOOK FOR 2H 2018:
The first half year results are
encouraging and give the Board every
confidence that the full year pro forma
PFI targets (excluding non-trading costs)
indicated in the Listing Profile will be
achieved.
*Non-trading costs of $6.5m associated with the reverse listing process, $11.4m in share based
payments and $3.4m relating to revaluation of deferred consideration for acquisitions in the prior period.
See page 24 of the TLL HY18 Interim Report for a reconciliation of non-GAAP to GAAP measures.
See pages 56 to 61 of the Listing Profile for prospective pro forma financial information for FY18,
available at www.til.kiwi/investor-centre-menu/til-transaction.html
Revenue$ 164.0 million
EBITDA$(7.0) million
EBITDA
excluding non-trading costs*
$14.3 million
NLAT$(15.7) million
NPAT
excluding non-trading costs*
$5.6 million

HY18 RESULTS SNAPSHOT
REPORTED
$MillionsHY18HY17
Revenue164.0106.7
EBITDA(7.0)6.9
Non-trading costs21.3-
EBITDA excluding non-trading costs14.36.9
NPAT/NLAT(15.7)2.0
NPAT excluding non-trading costs5.62.0
Total Assets159.9148.8
Total Debt(80.8)(0.2)
Net operating cashflows8.19.0
5
TIL Logistics Group HY18 Interim Results Presentation
See pages 56 to 61 of the Listing Profile for prospective pro forma financial information for FY18 and FY19. The primary differences between FY2018 pro forma and statutory
information in the Listing Profile are the exclusion from pro forma of one off costs associated with the reverse listing transaction and the inclusion of a full twelve months’
contribution of the recently acquired Glassworks business. See page 24 of the TLL HY18 Interim Report for a reconciliation ofnon-GAAP to GAAP measures.
LISTING PROFILE PFI
FY2018F
Pro Forma
FY2018F
Statutory
328.8327.8
-9.5
-18.7
28.228.2
-(10.3)
8.58.5
152.7152.7
(75.5)(75.5)
14.214.2

EBITDA BRIDGE
•Positive performance from existing
businesses
•NZL Group and Move Logistics
(Logistics segment) acquired in May
and June 2017, respectively
•Other includes contribution from
freight forwarding businesses, and
corporate services. HY18 includes
non-trading costs of $6.5m associated
with the reverse listing process,
$11.4m in share based payments and
$3.4m relating to revaluation of
deferred consideration for
acquisitions in the prior period
•Excluding non-trading costs, HY18
EBITDA was up 107% on HY17 to
$14.3m
6TIL Logistics Group HY18 Interim Results Presentation
$6.9m
$(7.0)m

CAPITAL MANAGEMENT
Focus on debt reduction:
•Utilisation of working capital
•Investigating release of assets
through increase in owner-drivers
The increase in reported Total Debt
from HY17 ($0.2m) to HY18 reflects the
acquisition of businesses under the
reverse listing transaction.
7TIL Logistics Group HY18 Interim Results Presentation
See page 56 of the Listing Profile for an explanation of pro forma adjustments for debt
$80.8m
$75.5m
$63.8m
0
10
20
30
40
50
60
70
80
90
Actual HY18Proforma FY18 FcastProforma FY19 Fcast
$Millions
TOTAL DEBT

SEGMENT REVENUE AND EARNINGS
0
50
100
150
200
250
HY17HY18
$ Millions
REVENUE
8
TIL Logistics Group HY18 Interim Results Presentation
0
5
10
15
HY17HY18
$ Millions
ADJUSTED EBITDA
HY18 REVENUE
HY18 ADJ EBITDA
Adjusted EBITDA excludes non-trading costs of $6.5m associated with the reverse listing process, $11.4m in share
based payments and $3.4m relating to revaluation of deferred consideration for acquisitions in the prior period. See
page 24 of the TLL HY18 Interim Report for a reconciliation of non-GAAP to GAAP measures.
Freighting: Good performance from existing
businesses.
Logistics: Primarily comprises NZL Group and
Move Logistics, acquired since the previous
first half year, both of which are performing
well
Asset Management: Revenue generated
from leasing of trucks and trailers to TIL
Logistics businesses
Other: Includes small contribution from
freight forwarding services.

9TIL Logistics Group HY18 Interim Results Presentation

FREIGHTING
Revenue $111.9m
Adjusted EBITDA $4.4m
TIL Logistics is one of the largest freight
transport companies in New Zealand and has a
nationwide network with regional strength and
speciality services
•Grew the client base and welcomed a number of new
clients
•Continued to upgrade the TIL Logistics fleet with around
30 new vehicles, including trucks and trailers, entering
the operation
•Focus on expansion of specialist trucking operations
•Investigating opportunities to develop new services
within the Group
•Looking to increase the number of owner-operators
within the fleet
10
TIL Logistics Group HY18 Interim Results Presentation

LOGISTICS
Revenue $48.4m
Adjusted EBITDA $4.1m
TIL Logistics’ expanded warehousing offering
provides tangible opportunities for increased
customer engagement and growth
•Successfully integrated NZL Group and MOVE Logistics
into the Group
•Signed new customer contracts including freight handling
ventures between MOVE Logistics and the Ports of
Auckland and LytteltonPort
•Acquired Seamount Enterprises’ fleet and Glassworks
Logistics’ logistics and supply services businesses which
have been integrated into MOVE Logistics
11
TIL Logistics Group HY18 Interim Results Presentation

ASSET
MANAGEMENT
Adjusted EBITDA $5.2m
12
Comprises the majority of the
Group’s trucks and trailers.
Revenue generated from leasing
of assets to TIL Logistics Group
businesses
•Increased assets and earnings reflecting
expanded TIL Logistics Group portfolio
of businesses
TIL Logistics Group HY18 Interim Results Presentation

GROWTH
DRIVERS AND
OPPORTUNITIES
13
INCREASE THE VOLUME OF FREIGHT TRANSPORTED BY TIL:
•Selectively target new customers that align with TIL Logistics’
platform
•Capture a greater proportion of existing customers’ supply
chains
IMPROVE UTILISATION LEVELS OF EXISTING AND NEW
NETWORKS:
•Increase volumes on existing platform with minimal investment
•Intermodal expansion –utilisationof rail and coastal shipping
MINIMISE COSTS OF SERVICES PROVIDED:
•Make the most of TIL Logistics’ inherent operating leverage
•Leverage technology, exploit available cost efficiencies and
scale
OFFER CUSTOMERS A BROADER RANGE OF SERVICES:
•Ability to offer a full range of logistics services
GROWTH THROUGH ACQUISITION
TIL Logistics Group HY18 Interim Results Presentation

STRONG BOARD AND MANAGEMENT TEAM
BOARD
•Trevor Janes, Independent Chair
•Greg Kern, Non-executive Director
•Lorraine Witten, Independent Director
•Danny Chan, Independent Director
•Jim Ramsay, Executive Director
TIL Logistics’ Board comprises highly experienced
Directors with particular strength in corporate
governance and oversight of growing companies.
EXECUTIVE LEADERSHIP
•Alan Pearson, CEO as at 19 March 2018
Alan has over 35 years commercial experience in both
public and private companies, including ten years as
Managing Director of Halls Group Limited, which is one
of New Zealand’s largest transport & logistics
companies (primarily involved with temperature
controlled supply chains for both domestic and export
food markets)
•Greg Whitham, CFO
•Alan Terris, International & Group Marketing
Director
14
TIL Logistics Group HY18 Interim Results Presentation

CONTACT
15

See page 56 to 61 of the TIL Listing Profile for Explanatory Notes
16
SELECTED FINANCIAL INFORMATION
TIL Logistics Group HY18 Interim Results Presentation

GLOSSARY
•Pro forma historical financial information has been sourced from audited and unaudited financial statements and
management reports that are available on the TIL Logistics Website under Investor Centre/TIL Transaction. Details of
consolidation and other pro forma adjustments can be found in the Supplementary Financial Information on the TIL
Logistics website under Investor Centre/TIL Transaction.
•EBITDA refers to Earnings Before Interest, Tax, Depreciation and Amortisation excluding income from associates. EBITDA
and pro forma EBITDA are non-GAAP profit measures. TIL considers that pro forma EBITDA, which normalises performance
for certain structural changes within the business and removes the impact of a number of non-recurring items, allows for a
better comparison of operating performance over the historical and PFI period and for comparison with that of other
company. Reconciliations between pro forma EBITDA and GAAP profit measures are contained within the Supplementary
Financial Information.
•NPAT/NLAT refers to net profit/loss after tax. Pro forma NPAT in FY2015-FY2018F represents NPAT after allowing for pro
forma adjustments as discussed under the heading “Financial Information Presented” above. There are no pro forma
adjustments included in the FY2019F NPAT. Pro forma NPAT is a non-GAAP measure. Reconciliations between pro forma
NPAT and GAAP profit measures are contained within the Supplementary Financial Information.
•Pro forma net cash flows from operating activities is a non-GAAP profit measure. Pro forma net cash flows from operating
activities have been calculated as net cash flows from operating activities adjusted for the cash impact of the pro forma
adjustments. The SupplementaryFinancial Information containsreconciliationsbetween pro forma net cash flows from
operating activities and GAAP profit measures.
17TIL Logistics Group HY18 Interim Results Presentation

18
DISCLAIMER
This presentation has been prepared by TIL Logistics Group Limited (“TLL”).The information in this presentation is of a general nature only. It is not a
complete description of TLL.
This presentation is not a recommendation or offer of financial products for subscription, purchase or sale, or an invitationorsolicitation for such offers.
This presentation is not intended as investment, financial or other advice and must not be relied on by any prospective investor.It does not take into
account any particular prospective investor’s objectives, financial situation, circumstances or needs, and does not purport to contain all the information
that a prospective investor may require. Any person who is considering an investment in TLL securities should obtain independentprofessional advice
prior to making an investment decision, and should make any investment decision having regard to that person’s own objectives, financial situation,
circumstances and needs.
Past performance information contained in this presentation should not be relied upon (and is not) an indication of future performance.This
presentation may also contain forward looking statements with respect to the financial condition, results of operations and business, and business
strategy of TLL. Information about the future, by its nature, involves inherent risks and uncertainties. Accordingly, nothinginthis presentation is a promise
or representation as to the future or a promise or representation that an transaction or outcome referred to in this presentation will proceed or occur on
the basis described in this presentation. Statements or assumptions in this presentation as to future matters may prove to beincorrect.
A number of financial measures are used in this presentation and should not be considered in isolation from, or as a substitute for, the information
provided in the TLL Listing Profile.
TLL and its related companies and their respective directors, employees and representatives make no representation or warranty of any nature (including
as to accuracy or completeness) in respect of this presentation and will have no liability (including for negligence) for anyerrors in or omissions from, or
for any loss (whether foreseeable or not) arising in connection with the use of or reliance on, information in this presentation.
TIL Logistics Group HY18 Interim Results Presentation

---

INTERIM
FINANCIAL
REPORT
FOR THE SIX MONTH PERIOD ENDED 31 DECEMBER 2017

23TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
IMPORTANT NOTICE
In December 2017, NZX-listed Bethunes Investments Limited completed its acquisition of the
transport and logistics business of Transport Investments Limited and changed its name to TIL
Logistics Group Limited and its NZX code to TLL. On completion of that acquisition, TIL Logistics
Group changed its balance date from 31 March to 30 June and announced that its next reported
balance date will be 30 June 2018 and its next reported interim results will be for the six month
period ended 31 December 2017.
This report contains the interim results for the six month period ended 31 December 2017 for TIL
Logistics Group Limited. In accordance with applicable financial reporting standards, the financial
information in this report has been prepared as if the transport and logistics business acquired by
TIL Logistics Group from Transport Investments Limited was part of TIL Logistics Group for all of
the relevant periods.
ABOUT TIL LOGISTICS GROUP 4
HALF YEAR KEY EVENTS 5
HALF YEAR RESULTS SNAPSHOT 6
FOREWORD FROM THE CHAIRMAN 8
HALF YEAR REVIEW 10
INTERIM FINANCIAL STATEMENTS 13
NOTES TO THE FINANCIAL STATEMENTS 18
INDEPENDENT REVIEW REPORT 29
NZX WAIVER 31
DIRECTORY BACK COVER
On behalf of the Board and management of TIL Logistics Group
Limited, we are pleased to present the Interim Report for the six
months to 31 December 2017.
Trevor D. Janes Jim Ramsay
Chairman Managing Director
27 February 2018

45TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTHALF YEAR KEY EVENTSABOUT TIL LOGISTICS GROUP
ABOUT
TIL LOGISTICS GROUP LIMITED
HALF YEAR KEY EVENTS
TIL Logistics Group is one of New Zealand’s largest domestic freight and logistics platforms,
with the ability to service all customer supply chain requirements and a strategy for growth.
The company is listed on the NZX under the code TLL.
International freight
forwarding
Express
packages
Warehousing,
inventory and supply
chain services
General freight /
domestic transport
Specialised
freight
• Domestic freight
via road, rail and
coastal shipping
TIL FREIGHTING
HOOKER PACIFIC
TNL
ROADSTAR
NZL GROUP
MCAULEYS
TRANSPORT
ATL HAULAGE
MULTI-TRANS
HEAVYHAUL
• Specialist
distributors of
petroleum products
and heavy haulage
division
PACIFIC FUEL HAUL
•

• Shipping, customs
and agency services
• Particular
specialisation in
oil and gas
•
relationships
ALPHA CUSTOMS
SERVICES
HOOKER SHIPPING
NPCA
LIQUID LOGISTICS
• Mutually beneficial
alliances with key
providers
ABILITY TO COMPREHENSIVELY SERVICE ALL CUSTOMER SUPPLY CHAIN REQUIREMENTS
TNL INTERNATIONAL
Strategic oshore
FREIGHTINGLOGISTICSOTHER
Warehousing
and Third Party
Logistics (“3PL”)
facilities
MOVE LOGISTICS
TNL DISTRIBUTION
NZL GROUP
¡ Successful integration of NZL Group and MOVE Logistics into the group, following their acquisitions in May and
June 2017 respectively
¡ Negotiated a number of new customer contracts including freight handling ventures between MOVE Logistics
and the Ports of Auckland and Lyttelton Port
¡ Acquired Seamount Enterprises’ fleet and Glassworks Logistics’ logistics and supply services businesses which
have been integrated into MOVE Logistics
¡ Continued upgrade of the TIL Logistics fleet with around 30 new vehicles, including trucks and trailers, entering
the operation
¡ Announced the appointment of Alan Pearson as the new TIL Logistics Group CEO, effective from 19 March 2018
¡ Successfully completed reverse listing on 6 December 2017
¡ Change of name to TIL Logistics Group Limited (NZX: TLL) on 7 December 2017
¡ Appointment of new Board of Directors – Trevor Janes (chairman), Jim Ramsay, Lorraine Witten, Danny Chan
and Greg Kern in December 2017.

67TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTHALF YEAR RESULTS SNAPSHOTHALF YEAR RESULTS SNAPSHOT
HALF YEAR RESULTS
SNAPSHOT
REPORTEDLISTING PROFILE PFI
$ MillionsHY18HY17FY2018F
Pro Forma
FY2018F
Statutory
Revenue164.0106.7328.8327.8
EBITDA(7.0)6.9-9.5
Non-trading costs* 21.3--18.7
EBITDA excluding non-trading costs
1
14.36.928.228.2
NLAT/NPAT(15.7)2.0-(10.3)
NPAT excluding non-trading costs5.62.08.58.5
Total assets159.9148.8152.7152.7
Total debt(80.8)(0.2)(75.5)(75.5)
Net operating cashflows8.19.014.214.2
*Non-trading costs of $6.5m associated with the reverse listing process, $11.4m in share based payments and $3.4m relating to additional
provision for deferred consideration on a prior year acquisition.
For the six months to 31 December 2017, TIL Logistics
Group Limited delivered revenue and earnings which
exceeded management budgets, reflecting the
continuing strong performance of the company’s
businesses
2
.
The results reflect the acquisitions of MOVE Logistics
and NZL Group since the previous first half year result
and also include non-trading costs of $6.5m associated
with the reverse listing process, $11.4m in share based
payments and $3.4m relating to additional provision
for deferred consideration on the earnout for MOVE
Logistics. This business was acquired in June 2017 and
has expanded through acquisition and is currently
outperforming expectations. Therefore, the Board has
reassessed the current estimated earn out liability
resulting in a provision in the accounts.




Revenue was $164.0m (HY17: $106.7m), with the
majority from general and specialised freight services
and a growing percentage from warehousing and
logistics.
Including the $21.3m in non-trading costs, EBITDA
was $(7.0)m (HY17: $6.9m) for the six month period
with a net loss after tax (NLAT) of $(15.7)m
(HY17: $2.0m profit).
Excluding non-trading costs, EBITDA was up 107% on
the prior half year to $14.3m and NPAT of $3.6m was a
180% improvement on the prior half year.
This is encouraging for the company and gives the
Board confidence that the full year pro forma PFI
targets (excluding non-trading costs) indicated in the
Listing Profile will be achieved.
3
1 Non-GAAP financial information: TIL Logistics Group uses several non-GAAP measures when discussing financial performance. These include Earnings Before
Interest, Tax, Depreciation and Amortisation (EBITDA), EBITDA excluding non-trading costs and Net Profit After Tax (NPAT) excluding non-trading costs.
Management believes that these measures provide useful information on the underlying performance of TIL Logistics’ business. Non-GAAP financial measures
should not be viewed in isolation nor considered as a substitute for measures reported in accordance with NZ IFRS. Reconciliations of the non-GAAP measures to
GAAP measures, can be found on page 24 of this report.
2 The condensed interim financial statements reflect the results of the carved out business operations of Transport Investments Limited for the period from 1 July
2017 to 6 December 2017 and the results of the TIL Logistics Group Limited group (which includes the transport and logistics business of Transport Investments
Limited acquired) from 7 December 2017 to 31 December 2017. The comparative statement of profit or loss and other comprehensive income for the six months
ended 31 December 2016 and the comparative balance sheet as at 30 June 2017, reflect the results and financial position of the carved out business of Transport
Investments Limited.
3 See pages 56 to 61 of the Listing Profile for forecast pro forma financial information for FY18 and FY19, available at
www.til.kiwi/investor-centre-menu/til-transaction.html
THE FIRST HALF RESULTS ARE
ENCOURAGING FOR THE COMPANY
AND GIVE US CONFIDENCE THAT
THE FULL YEAR PRO FORMA PFI
TARGETS (EXCLUDING NON-TRADING
COSTS) INDICATED IN THE LISTING
PROFILE WILL BE ACHIEVED.

89TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTFOREWORD FROM THE CHAIRMAN
FOREWORD FROM
THE CHAIRMAN
I
t is with pleasure that I write
for the first time as Chairman in
the TIL Logistics Group Limited
shareholder report.
This is the first report you will have
received since the reverse listing was
successfully completed in December
last year. The majority of Bethunes’
existing shareholders at the time of
the reverse listing elected to retain
their shares and we look forward
to taking you on our journey as we
grow and build on our position as
one of New Zealand’s leading freight
and logistics companies.
In the NZX Listing Profile prepared in connection with
the reverse listing transaction, TIL Logistics chose
to provide detailed pro-forma prospective financial
information (PFI) to the higher standard that would
have been required for an Initial Public Offering.
4

It is therefore pleasing to report that the first six
months of the 2018 financial year has seen the company
exceeding the revenue and earnings (EBITDA) budgets,
which were the basis of that PFI. The result is fully
detailed in the financial statements attached and a
summary is included on page 6.
This is encouraging for the company and gives us
confidence that the full year pro forma PFI targets
(excluding non-trading costs) indicated in the Listing
Profile will be achieved.
As noted in the Listing Profile, it is our intention to
pay our first post-transaction dividend in September
2018 based on our intended target dividend payout of
between 50 and 70 percent of annual net profit after
tax. In FY20, taking into account the performance of
the company and working capital requirements, we will
give consideration to payment of an interim dividend in
addition to a full year dividend.
While I have only been chairman for a few months, I
have been working with the TIL team since early last
year. It has been gratifying to work with people that
are highly professional and deeply experienced, with
knowledge born out of hands-on experience creating
successful brands and, in many cases their own
businesses, in the sector.
TIL Logistics is already one of New Zealand’s largest
freighting and logistics companies, with a fleet of some
900 trucks, 1,110 trailers and a nationwide network of
branches, depots and warehouses, and we are looking
to grow the company.
We will do this by increasing the volume of freight
transported by TIL; improving utilisation of TIL’s existing
networks; minimising costs; and offering customers a
broader range of services.
Transport by road remains the biggest mode of freight
movement in New Zealand and is expected to increase
by almost 60% over the next 30 years
5
. In addition to
this, there is a growing demand for warehousing and
third party logistics (3PL) providers, an area in which
TIL Logistics has increased its presence in the last few
years.
The industry is highly fragmented and there is a
significant opportunity for consolidation. Growth by
acquisition is part of our strategy and we will consider
opportunities as they arise and if they add value and
support our growth ambitions.
It has also been gratifying to obtain the services of
high quality non-executive Directors to join me on the
Board. Danny Chan, Lorraine Witten, Greg Kern and
I have all become investors in the company and, in
alignment with other shareholders, we are looking to
generate value from our investment through creating a
sustainable, long term and successful business. Further
appointments are planned as we look to bring on board
Directors with the skills and expertise to add value to
our company.
4 NZX Listing Profile pages 56 to 61
5 National Freight Demand Study 2014
FOREWORD FROM THE CHAIRMAN
We are also looking forward to welcoming Alan Pearson
as the new TIL Logistics Group CEO in March 2018. Alan
has over 35 years of commercial experience in both
private and public companies, including ten years as
managing director of Halls Group, one of New Zealand’s
largest transport and logistics companies specialising in
temperature-controlled freight and warehousing. Alan
will take over the role from Jim Ramsay who has led TIL
for the past 25 years and turned it into the successful
company it is today. Jim will remain as an executive
director on the TIL Logistics Board.
TIL Logistics has the scale and capability to enter
the next growth phase and, as a listed company, the
business now has the platform required to turn this into
a reality. ¢
Trevor D. Janes
Chairman

1011TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTHALF YEAR REVIEW HALF YEAR REVIEW
B
ehind this half year report,
our first since the reverse
listing transaction, lies
the long history of an
established New Zealand business.
Twenty-nine years ago, my partners and I took control
of Hooker Bros Ltd, which was itself able to boast a
history going back over 100 years. From an initial 30
trucks and 40 staff, grew today’s TIL Logistics Group
Limited.
Following more than 25 acquisitions, our company now
owns and operates some of the best known regional
transport and logistics brands in the country, has a
nationwide network of more than 60 branches, depots
and warehouses, more than 1,700 staff, a fleet of some
900 trucks, 1,110 trailers and other forklifts and light
vehicles and operates one of the largest petroleum
products road tanker fleets in the country.
The reverse listing in December 2017 takes the TIL
Logistics business to the next step of its growth journey.
We are proud to now be part of a publicly listed entity
and bringing you our first official result as TIL Logistics
Group Limited.
We already had claim to a 25-year history of fully
audited financials, but we have moved up another notch
and our confidence in the results is correspondingly
strong.
The numbers are encouraging with pleasing revenue
and earnings growth for the period and a NPAT
excluding non-trading costs of $5.6 million for the half
year. Including these costs, the company reported a net
loss after tax of $(15.7) million, in line with expectations.
ACQUISITION GROWTH
TIL has experienced significant growth over the last
decade and this continued into the first half of the
current financial year, with accompanying benefits.
Both NZL Group and MOVE Logistics were integrated
into the Group around the start of the half year period,
enhancing our business offer and delivering positive
performances. These acquisitions were a step change
for us and have made us much more of a one-stop shop
for our customers.
I would like to congratulate and thank the men and
women, both in our existing team and in the NZL/
MOVE Logistics’ teams, who have worked to make our
growth an ongoing success. Their efforts make all the
difference.
Our growth potential is very real. The industry is still
very fragmented and there are many opportunities
to grow by acquisition, as we’ve been doing for 25
years. We are also focused on organic growth - driving
efficiencies, leveraging our scale, expanding our offer
and growing our existing businesses.
A GREAT TEAM
One of the highlights of the reverse listing process
was being able to make shares available to almost 600
long serving staff within the TIL Logistics business, and
we will also be delving into the mechanics of a wider
staff shareholding scheme in the future. It gave my
partners and I great pleasure to be able to recognise
the contribution of our people in this way. Feedback
has been very positive and it can only help enhance the
commitment of our loyal workforce.
Central to the transition from private to public business
was gaining the benefit of a widely respected Chairman
and a Board of Directors with massive practical and
commercial experience in successful listed businesses.
It is clear that the direction and guidance of these
professionals will be a key factor in our future
performance.
HEALTH AND SAFETY REMAIN A PRIORITY
We have, of course, a new Government – and it has
already signalled additional regional incentives, along
with strong support for an integrated policy which
envisages rail, road and sea working together to meet
New Zealand’s transport needs.
The Government has taken steps to increase wages,
bolster workers’ rights and has also, and rightly so,
HALF YEAR REVIEW
indicated further commitment to the already strong
workplace safety measures and standards which we
have come to expect in our industries. We welcome
this. The very nature of our work exposes our people,
and other road users, to the risk of harm every minute,
whether on the road or in the wider workplace and we
are pleased to be numbered among the top performers
in the field of Health, Safety and Environmental
awareness.
Our business divisions have willingly developed and
adopted meaningful polices and robust training
systems. Our fleets are equipped with the latest
electronic safety aids and reporting systems and these
are carefully monitored. All heavy commercial fleets in
New Zealand are monitored by NZTA, the Government’s
transport body, and the number of 5 STAR ratings, the
highest operator safety rating possible, held by our
Group is a testament to our fleet standards and to those
who operate and maintain the equipment.
BUILDING OUR CUSTOMER BASE
We note signs of a resurgence of confidence in the
economy, after the initial dampening immediately
post-election. We intend to claim our share of the pie
and have been successful in welcoming new clients to
our valuable customer list. MOVE Logistics was very
pleased to announce their new freight handling ventures
with the Ports of Auckland and Lyttelton Port. Their
September purchase of Seamount Enterprises’ fleet
and Glassworks Logistics’ logistics and supply service
businesses also added some good customer numbers to
the Auckland scoreboard – numbers which are expected
to increase.
EXPANDING OUR FLEET
The fleet has seen new additions during the half year
and we have also committed to a bulk purchase of new
trucks which include IVECO, MAN and WESTERN STAR
units, not to mention approximately 30 new semis from
MAXITrans, all traditional suppliers of our Group.
Our specialist trucking operations continued to provide
us with good returns and we plan to expand in these
areas during the next year. We have been in discussions
with several parties and are confident of taking the
next steps with a number of these, as well as furthering
our ambitions to develop new services from within the
existing Group, where we have a considerable degree of
expertise and experience on tap.
We also intend to increase the number of owner-
operators within our fleet. These currently make up
around 20% of the fleet and we are looking to see what
opportunities we can provide to existing drivers, and
also new operators, to bolster this segment.
SUCCESSION MANAGEMENT: NEW GROUP CEO
All this activity needs strong leadership, and we are
excited to welcome Alan Pearson as the new CEO for
our Group from 19 March 2018. After 25 years at the
helm, I will be handing over the leadership reins to Alan
at this time but will remain as a director on the Board.
Alan is counted among the most experienced senior
transport and logistics executives in Australasia and he
will be a valuable addition to our business.
I would also like to thank all those who have played
a part in the events of the last six months – staff and
advisors, suppliers and clients, family and friends and, of
course, our shareholders. It’s a whole new party, we are
quietly confident and we are looking forward to having
a good time taking our company to the next level. ¢
Jim Ramsay
Managing Director

13TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT12TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
INTERIM
FINANCIAL
STATEMENTS
FOR THE SIX MONTH PERIOD
ENDED 31 DECEMBER 2017
INTERIM FINANCIAL STATEMENTS

1415TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTINTERIM FINANCIAL STATEMENTS INTERIM FINANCIAL STATEMENTS
CONSOLIDATED INTERIM BALANCE SHEET
AS AT 31 DECEMBER 2017
NOTES
UNAUDITED
31 DECEMBER 2017
$000
UNAUDITED
30 JUNE 2017
$000
ASSETS
Non-current Assets
Property, plant and equipment 77,21279,583
Intangible assets 24,43324,074
Investments in associates 2,1352,144
Total Non-Current Assets 103,780105,801
Current Assets
Cash and cash equivalents 8,8392,966
Inventories 228227
Trade and other receivables 46,63639,349
Advances to associates 461477
Total Current Assets 56,16443,019
TOTAL ASSETS 159,944148,820
EQUITY
Share capital728,108-
Invested capital -102,012
(Accumulated losses) / Retained earnings (5,123)-
Equity attributable to owners of the parent 22,985102,012
Non-controlling interest in equity727806
TOTAL EQUITY 23,712102,818
LIABILITIES
Non-current Liabilities
Borrowings 975,588133
Deferred income tax liability 3,2313,376
Provisions for other liabilities and charges 1,0791,126
Total Non-current Liabilities79,8984,635
Current Liabilities
Trade and other payables 38,11529,990
Borrowings 95,18232
Employee entitlements 12,39811,031
Tax payable 639314
Total Current Liabilities 56,33441,367
TOTAL LIABILITIES 136,23246,002
TOTAL EQUITY & LIABILITIES 159,944148,820
The above consolidated interim balance sheet should be read in conjunction with the accompanying notes.
CONSOLIDATED INTERIM STATEMENT OF PROFIT OR LOSS &
OTHER COMPREHENSIVE INCOME
SIX MONTHS ENDED 31 DECEMBER 2017
NOTES
UNAUDITED
6 MONTHS TO
DECEMBER 2017
$000
UNAUDITED
6 MONTHS TO
DECEMBER 2016
$000
Revenue 164,038106,680
Finance income on short term deposit 5379
Gains on disposal of assets 385180
Dividends received 224
Rents received 1,815241
Other income 317285
Total Income 166,610107,489
Operating expenses 152,342100,629
Share based payment expense 11,419-
IPO / listing costs 6,464-
Other losses 33,402-
Depreciation/amortisation expenses 6,0153,673
Total Operating Expenses 179,642104,302
Finance costs - interest on borrowing 1,374820
Operating (deficit) / surplus before income tax (14,406)2,367
Share of (loss) / profit of associates (14) 124
(Loss) / Profit Before Income Tax (14,420)2,491
Income tax expense 1,262466
(LOSS) / PROFIT FOR THE PERIOD FROM CONTINUING
OPERATIONS
(15,682)2,025
(Loss) / Profit attributable to: (15,701)2,010
Owners of the parent 1915
Non-controlling interests (15,682)2,025
Other comprehensive income --
Comprehensive Income for the Period, Net of Tax (15,682)2,025
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD,
NET OF TAX
(15,682)2,025
Earnings per share for (loss) / profit attributable to the
ordinary equity holders for the company
CENTSCENTS
Basic and diluted (loss) / earnings per share 8(.21).03
The above consolidated interim statement of profit or loss & other comprehensive income should be read in conjunction with the
accompanying notes.

1617TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTINTERIM FINANCIAL STATEMENTS
CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
ATTRIBUTABLE TO OWNERS OF THE COMPANY
INVESTED CAPITALSHARE CAPITALRETAINED EARNINGS/(ACCUM. LOSSES)TOTALNON-CONTROLLING INTERESTTOTAL EQUITY
$000$000$000$000$000$000
Balance as at 1 July 2016 35,540-22,01557,5551,30658,861
Comprehensive income
Profit for the period --2,0102,010152,025
Other comprehensive income ------
Total Comprehensive Income--2,0102,010152,025
Transaction with owners:
Changes in invested capital (5,899)-(126) (6,025)-(6,025)
Dividends --(265)(265)(540)(805)
Balance as at 31 December 2016 29,641-23,63453,27578154,056
Balance as at 1 July 2017 102,012--102,012806102,818
Comprehensive income 1 July to 6 December
(Loss)/profit for the period4,668--4,668-4,668
Other comprehensive income------
Total comprehensive income 1 July to 6 December4,668--4,668-4,668
Transactions with owners in their capacity as
owners:
Equity transactions with Bowker 99127--12777204
Dividends provided or paid------
Total transactions with owners prior to reverse
listing
127--12777204
Reverse listing on 7 December 2017(106,807)5,473101,334---
Balance on reverse listing-5,473101,334106,807883107,690
Comprehensive income 7 to 31 December
(Loss)/profit for the period--(20,370)(20,370)19(20,351)
Other comprehensive income------
Total comprehensive income 7 to 31 December--(20,370)(20,370)19(20,351)
Transactions with owners in their capacity as
owners:
Deemed consideration for the acquisition of TIL
Logistics Group Limited (formerly Bethunes)
-679-679-679
Equity-settled share-based payments-10,596-10,596-10,596
Issues of ordinary shares in a public offer-11,360-11,360-11,360
Costs of issuing ordinary shares in a public offer------
Distribution to owners as part of reverse listing--(86,087)(86,087)-(86,087)
Dividends provided for or paid----(175)(175)
Total transactions with owners on/after reverse
listing
-22,635(86,087)(63,452)(175)(63,627)
Balance at 31 December 2017-28,108(5,123)22,98572723,712
The above consolidated interim statement of changes in equity should be read in conjunction with the accompanying notes.
INTERIM FINANCIAL STATEMENTS
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
NOTES
UNAUDITED
6 MONTHS TO
DECEMBER 2017
$000
UNAUDITED
6 MONTHS TO
DECEMBER 2016
$000
Cash flows from operating activities
Receipts from customers 158,154106,321
Interest received 5379
Dividends received 224
Payments to suppliers and employees (147,496)(96,059)
Interest paid (1,374)(820)
Income tax paid (1,208)(582)
Net cash generated from operating activities 8,1318,963
Cash flows used in investing activities
Purchase of business, net of cash acquired11(3,200)-
Purchase of property, plant and equipment(5,645)(4,672)
Proceeds from sale of property, plant and equipment6,1114,249
Purchases of intangible assets(48)(120)
Advances to associates 11190
Net cash used in investing activities (2,771)(353)
Cash flows from financing activities
Repayment of borrowings(8,666)(3,862)
Proceeds from borrowings90,000-
Proceeds from share issue11,510-
Capital distributions to company shareholders(92,156)(2,165)
Dividends paid to shareholders/non-controlling interests(175)(805)
Net cash flow from financing activities513(6,832)
Net increase in cash and cash equivalents5,8731,778
Cash and cash equivalents 1 July2,966938
Cash and cash equivalents 31 December8,8392,716
The above consolidated interim statement of cash flow should be read in conjunction with the accompanying notes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1819TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Bethunes Investments Limited (subsequently renamed
TIL Logistics Group Limited) a non trading company
listed on the NZX Main Board had been actively
seeking an acquisition opportunity. On 6th December
2017 it completed an acquisition of the transport and
logistics business of Transport Investments Limited
(subsequently renamed Bowker Holdings 99 Limited)
and the shares in Global Logistics Limited. The
transaction was satisfied by an issue of 73,333,334 new
shares in Bethunes Investments Limited (Bethunes) and
the balance in cash. Concurrent with the acquisition,
and in order to part fund the cash component of the
purchase price, Bethunes Investments Ltd undertook
a private placement of new issued shares to selected
wholesale investors. On completion of the transaction
the existing board of directors was replaced with new
directors who were part of the Transport Investments
Limited company. The existing shares in Bethunes
Investments Limited, upon the transaction, were
consolidated on a 1:254 basis.
1.1. REPORTING ENTITY
The core operations of TIL Logistics Group Limited
(“TIL Logistics” or the “Company”) and its subsidiaries
(collectively “the Group”) are in the New Zealand
transport sector. These include general transport,
bulk liquids, heavy haulage, shipping, storage and
distribution, national and international household
removals and storage.
The Company is incorporated and domiciled in New
Zealand, registered under the Companies Act 1993 and
is a FMC Reporting Entity under the Financial Markets
Conduct Act 2013. The Company is listed on the NZX
main board.
The registered office of the Company is at 330 Devon
Street East, New Plymouth, New Zealand.
The consolidated interim financial statements of the
Company as at, and for the half year ended, 31 December
2017, comprise the Company and its subsidiaries (refer
note 6), and acquired assets from Transport Investments
Limited, together referred to as the “Group”.
These interim financial statements have been reviewed,
not audited, and were approved for issue on
27 February 2018.
1.2. BASIS OF PREPARATION
To facilitate a listing of the transport and logistics
business of Transport Investments Limited
(subsequently renamed Bowker Holdings 99 Limited),
the Business, together with the shares in a related
entity, Global Logistics Limited, were acquired by TIL
Logistics Group Limited (formerly Bethunes Investments
Limited), a listed non-trading company. The acquisition
was satisfied by TIL Logistics Group Limited issuing
shares and paying cash to the former owners of the
Business.
Because the former owners of the Business obtained
control of TIL Logistics Group Limited as a result
of the transaction, it has been accounted for like a
‘reverse acquisition’. This resulted in the ‘carved out’
Business of Transport Investments Limited (including
Global Logistics Group Limited) being identified as the
accounting acquirer, and TIL Logistics Group Limited,
the listed non-trading entity, being identified as the
accounting acquiree.
Consequently, these consolidated financial statements,
although under the name of TIL Logistics Group
Limited, the legal parent, represent a continuation
of the carved out business operations of Transport
Investments Limited. The carved out Business of
Transport Investments Limited, being the accounting
acquirer, is deemed to have issued shares to obtain
control of the acquiree, TIL Logistics Group Limited
(note 7). However, because TIL Logistics Group
Limited, the accounting acquiree, is not a business, the
transaction is not a business combination within the
scope of NZ IFRS 3. The difference between fair value
of the shares deemed to have been issued to obtain
control of TIL Logistics Group Limited, and the fair value
of TIL Logistics Group Limited’s identifiable net assets
has been recognised as an equity-settled share based
payment for services received in the form of a stock
exchange listing (note 10).
These condensed interim financial statements reflect
the results of the carved out business operations of
Transport Investments Limited for the period from 1
July 2017 to 6 December 2017 and the results of the
TIL Logistics Group Limited group (which includes
the transport and logistics business of Transport
Investments Limited acquired) from 7 December 2017
to 31 December 2017. The comparative statement
of profit or loss and other comprehensive income
for the six months ended 31 December 2016 and
the comparative balance sheet as at 30 June 2017,
reflect the results and financial position of the carved
out business of Transport Investments Limited. The
equity of the carved out Business prior to the listing
transaction has been presented as ‘Invested capital’ as
the Business was not legally part of the TIL Logistics
Group prior to this date. Upon listing, Invested Capital
has been reallocated to share capital and other reserves,
being retained earnings only. The amount recognised
as share capital uses the share capital of the previous
Transport Investments Limited group as a proxy, with
the balance recognised within retained earnings.
1.2. BASIS OF PREPARATION (CONTINUED)
The carved out financial information has been prepared
on a basis that reflects the business and assets of
Transport Investments Limited legally acquired by
TIL Logistics Group Limited on 6 December 2017.
Specifically, it excludes the results and financial position
of a subsidiary of Transport Investments Limited not
acquired as part of the transaction. It also excludes
debt of Transport Investments Limited that was not
part of the liabilities acquired, together with interest
thereon, such that the carved out results and financial
position of Transport Investments Limited reflect a
debt-free business. This is not reflective of the position
following the transaction, which involved TIL Logistics
Group Limited entering into a new banking facility (note
9) to fund the payment of cash consideration to the
former owners of the Business acquired, together with
transaction costs and the working capital requirements
of the group.
A reconciliation between the carved out financial
information presented in these condensed interim
financial statements and the previously reported
financial information of Transport Investments Limited,
from which the carved out information has been
extracted, is included in note 3. As a result of the carve-
out adjustments, the comparative figures are unaudited.
These financial statements have been prepared on a
historical cost basis.
The preparation of financial statements in conformity
with NZ IFRS requires the use of certain critical
accounting estimates. It also requires management
to exercise its judgement in the process of applying
the Group’s accounting policies. The areas where
assumptions and estimates are significant to the
consolidated financial statements are disclosed in
note 3.
The principal accounting policies adopted in the
preparation of the financial statements are selected and
applied in a manner which ensures that the resulting
financial information satisfies the concepts of relevance
and reliability, thereby ensuring that the substance of
the underlying transaction and other events is reported.
These policies have been consistently applied to all the
periods presented, unless otherwise stated.
1.3. STATEMENT OF COMPLIANCE
The Group is a for-profit entity. Its unaudited condensed
consolidated interim financial statements have been
prepared in accordance with, and comply with, New
Zealand Generally Accepted Accounting Practice (NZ
GAAP). They comply with New Zealand Equivalents to
International Financial Reporting Standard NZ IAS 34:
Interim Financial Reporting and International Accounting
Standard IAS 34: Interim Financial Reporting.
These financial statements do not include all the notes
required for full financial statements and have been
prepared for the reporting period stated to represent
the continuation of the TIL business after the acquisition
of the business as described above. The comparative
financial statements of the TIL business have been
extracted from the financial statements and accounting
records of Transport Investments Limited for the period
ended 31 December 2016, and as at 30 June 2017
(refer note 3).
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
2.1. CONSOLIDATION
a. Subsidiaries
Subsidiaries are all entities (including structured
entities) over which the Group has control. 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 Group uses the acquisition method of accounting
to account for business combinations. The consideration
transferred for the acquisition of a subsidiary of the
fair value of the assets transferred, the liabilities
incurred and the equity interest issued by the Group.
The consideration transferred includes the fair value
of any asset or liability resulting from a contingent
consideration arrangement.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination
are measured initially at their fair values at the
acquisition date. On an acquisition by acquisition basis,
the Group recognises any non-controlling interest in the
acquisition either at fair value or at the non-controlling
interests proportionate share of the acquiree’s net
assets. The excess of the consideration transferred, the
amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous
equity interest in the acquiree over the fair value of the
Group’s share of the identifiable net assets acquired is
recorded as goodwill.
Contingent consideration is classified either as equity
or a financial liability. Amounts classified as a financial
liability are subsequently re-measured to fair value with
changes in fair value recognised in profit or loss.
Inter-company transactions, balances and unrealised
gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of
the transferred asset. 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
statement of profit or loss & other comprehensive
income, statement of changes in equity and balance
sheet respectively.
b. Associates
Associates are all entities over which the Group
has significant influence but not control, generally
accompanying a shareholding of between 20% and
50% of the voting rights. Investments in associates are
accounted for using the equity method of accounting
after initially being recognised at cost. The Group’s
investment in associates includes goodwill identified on
acquisition, net of an accumulated impairment loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2021TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
2.1. CONSOLIDATION (CONTINUED)
The Group’s share of its associates post-acquisition
profits or losses is recognised under ‘Share of (loss) /
profit of associates’ in the statement of profit or loss &
other comprehensive income, and its share of post-
acquisition movements in reserves in recognised in
reserves. The cumulative post-acquisition movements
are adjusted against the carrying amount of the
investment. When the Group’s share of losses in an
associate equals or exceeds its interest in the associate,
including any other unsecured receivables, the Group
does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the
associate.
Unrealised gains on transactions between the Group
and its associates are eliminated to the extent of the
Group’s interest in the associates. Unrealised losses
are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
Accounting policies of associates have been changed
where necessary to ensure consistency with the policies
adopted by the Group.
2.2. FOREIGN CURRENCY TRANSLATION
a. 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 (‘the functional currency’). The financial
statements are presented in New Zealand dollars
(rounded to thousands), which is the functional and the
presentation currency of all companies in the Group.
b. Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of
such transactions and from the translation at year-
end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in
profit or loss.
2.3. PROPERTY, PLANT AND EQUIPMENT
All property, plant and equipment is stated at
historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the assets carrying
amount or recognised as a separate asset, as
appropriate, only when it is probable that future
economic benefits associated with the item will flow to
the Group and the cost of the item can be measured
reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are
charged to profit or loss during the financial period in
which they are incurred.
Depreciation on assets is calculated using the
diminishing value (DV) or straight-line (SL) method,
as follows:
Leasehold improvements9.5% to 48%DV
Trucks 14 yearsSL
Trailers18 yearsSL
Plant and equipment 7.5% to 42%DV
Motor vehicles 18% to 36%DV
Office equipment 12% to 60%DV
Furniture and fittings9.5% to 60%DV
The assets useful lives are reviewed, and adjusted if
appropriate, at each reporting date.
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.
Gains and losses on disposals are determined by
comparing the proceeds with the carrying amount and
are recognised within ‘Gains on disposal of assets’ in
the statement of profit or loss & other comprehensive
income.
2.4. INTANGIBLE ASSETS
a. Goodwill
Goodwill represents the excess of the consideration
transferred, the amount of any non-controlling interest
in the acquiree, and the acquisition-date fair value
of any previous equity interest in the acquiree over
the fair value of the Group’s share of the identifiable
net assets acquired. Goodwill on acquisitions of
subsidiaries is included in ‘Intangible assets’. Goodwill
on acquisitions of associates is included in ‘Investments
in associates’ and is tested for impairment as part of
the overall balance. Separately recognised goodwill is
tested annually for impairment and carried at cost less
accumulated impairment losses. Impairment losses
on goodwill are not reversed. Gains and losses on the
disposal of an entity include the carrying amount of
goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the
purpose of impairment testing. The allocation is made
to those cash-generating units or groups of cash-
generating units that are expected to benefit from the
business combination on which the goodwill arose.
b. Computer software
Acquired computer software licences are capitalised
on the basis of the costs incurred to acquire and bring
to use the specific software. These costs are amortised,
using the diminishing value method at a rate of 48%.
Costs associated with maintaining computer software
programmes are recognised as an expense when
incurred.
2.4. INTANGIBLE ASSETS (CONTINUED)
c. Customer contracts
Acquired customer contracts are recognised at their fair
value at the date of acquisition and are subsequently
amortised on a straight-line based on the timing of
the projected cash flows of the contracts over their
estimated useful life of six years.
2.5. IMPAIRMENT OF NON-FINANCIAL ASSETS
Assets that have an indefinite useful life, for example
goodwill and software under development, are not
subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are
reviewed for impairment whenever events or changes
in circumstances indicate that the 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 flows
(cash-generating units). Non-financial assets, other than
goodwill, that suffered an impairment are reviewed for
possible reversal of the impairment at each reporting
date.
2.6. FINANCIAL ASSETS
The Group classifies its financial assets as loans
and receivables. The classification depends on the
purpose for which the financial assets were acquired.
Management determines the classification of its
financial assets at initial recognition.
Loans and receivables are non-derivative financial
assets with fixed or determinable payments that are
not quoted in an active market. They are included in
current assets, except for those with maturities greater
than 12 months after the reporting date which are
classified as non-current assets. The Group’s loans and
receivables comprise ‘Trade and other receivables’ and
‘Cash and cash equivalents’ in the balance sheet. Loans
and receivables are carried at amortised cost using the
effective interest method.
2.7. PROVISIONS
Provisions for make good obligations are recognised
when the Group has a present legal or constructive
obligation as a result of past events, it is probable that
an outflow of resources will be required to settle the
obligation and the amount can be reliably estimated.
Provisions are measured at the present value of
Management’s best estimate of the expenditure
required to settle the present obligations at the end of
the reporting period.
2.8. TRADE RECEIVABLES
Trade receivables are recognised initially at fair value
and subsequently measured at amortised cost using the
effective interest method less provision for impairment.
A provision for impairment of trade receivables is
established when there is objective evidence that
the Group will not be able to collect all amounts due
according to the original terms of the receivables.
Significant financial difficulties of the debtor, probability
that the debtor will enter bankruptcy or financial
reorganisation, and default or delinquency in payments
(more than 60 days overdue) are considered indicators
that the trade receivable has been impaired. The
amount of the provision is the difference between the
asset’s carrying amount and the present value of the
estimated future cash flows, discounted at the original
effective interest rate.
2.9. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash in hand,
deposits held at call with banks, other short-term highly
liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts
are shown within borrowings in current liabilities on the
balance sheet.
2.10. SHARE CAPITAL
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of new shares
are shown in equity as a deduction, net of tax from the
proceeds.
2.11. EARNINGS PER SHARE
The Group presents basic and diluted earnings per
share (EPS) data for its ordinary shares. Basic EPS is
computed based on the weighted average number
of shares of ordinary shares outstanding during the
period. Diluted EPS is computed based on the weighted
average number of shares of ordinary shares plus the
effect of dilutive potential ordinary shares outstanding
during the period. IAS33 ‘Earnings per share’ for
comparative period has not been complied with as the
financial information has been prepared on a combined
basis, and therefore it is not possible to measure
earnings per share.
2.12. OPERATING SEGMENTS
Operating segments are reported in a manner
consistent with internal reporting provided to the
Chief Operating Decision Maker (CODM). The CODM
responsible for allocating resources and assessing
performance of operating segments is the Chief
Executive Officer (CEO).
2.13. TRADE PAYABLES
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost using the
effective interest method.
2.14. BORROWINGS
Borrowings are recognised initially at fair value,
net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost. Any borrowings
are classified as current liabilities unless the Group has
an unconditional right to defer settlement of the liability
for at least 12 months after the reporting date.
Borrowing costs are expensed as incurred, unless they
relate to the acquisition, construction or production of
a qualifying asset in which case the borrowing costs are
capitalised.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2223TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
2.15. CURRENT AND DEFERRED INCOME TAX
The tax expense for the tax year comprised current
and deferred tax. Tax is recognised in the profit or
loss component of the statement of profit or loss
other comprehensive income except to the extent
that it relates to items recognised directly in other
comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive
income or 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.
Deferred income tax is provided in full, 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 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 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 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.
2.16. EMPLOYEE BENEFITS
a. Superannuation benefits
The Group operates a defined contribution
superannuation scheme. The scheme is funded through
employee and Group contributions to a trustee-
administered fund.
The Group has no further payment obligations once
contributions have been paid. Contributions are
recognised as an employee benefits expense where they
are due.
b. Other employee benefits
A liability for benefits accruing to employees in respect
of wages and salaries, annual leave, long service leave
and sick leave is accrued and recognised in the balance
sheet when it is probable that settlement will be required
and they are capable of being measured reliably.
c. Profit-sharing and bonus plans
The Group recognises a liability and an expense for
bonuses and profit-sharing where an agreement exists
between the Group and certain specific employees.
d. Share based payments
Shares issues to directors for no cash consideration,
vest immediately on grant date. On this date, the market
value of the shares issued is recognised as an employee
benefits expense with a corresponding increase in
equity.
2.17. REVENUE RECOGNITION
Revenue comprises the fair value of the consideration
received or receivable for the sale of services in the
ordinary course of the Group’s activities. Revenue is
shown net of GST, returns, rebates and discounts and
after eliminating sales within the Group.
a. Sales of services
Revenue for all domestic contracted deliveries is
recognised when the goods have been collected from
the customer. Revenue derived from international
freight forwarding is recognised once the shipment
has been completed. Fees for warehousing are
recognised as services are provided to the customer.
Several subsidiary companies derive the greater part
of their revenue from customs clearance work that
involves a high degree of disbursements on behalf of
customers, revenue is recognised on a net basis after
disbursements as the subsidiary companies are acting
as agent for the customer.
b. Interest income
Interest income is recognised on a time-proportion basis
using the effective interest method.
c. Dividend income
Dividend income is recognised when the right to receive
payment is established.
d. Rental income
Lease income form operating leases where the group is
a lessor is recognised as rental income on a straight-line
basis over the lease term.
2.18. LEASES
Operating leases in which a significant portion of the
risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made
under operating leases (net of any incentives received
from the lessor) are charged to profit or loss on a
straight-line basis over the period of the lease.
2.19. DIVIDEND DISTRIBUTION
Dividends to the company shareholders are recognised
as a liability in the Group’s financial statements in the
period in which the dividends are declared.
2.20. NON-GAAP REPORTING MEASURES
Additional reporting measures have been referenced to
in the notes to the financial statements. The following
non-GAAP measures are relevant to the understanding
of the Group financial performance:
¡ EBITDA and adjusted EBITDA impact (a non-GAAP
measure) represents earnings before income taxes
(a GAAP measure), excluding interest income,
interest expense, depreciation and amortisation, as
reported in the financial statements.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
a. Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating
units have been determined based on value-in-use calculation. These calculations require the use of estimates.
b. Estimate: contingent consideration
In the event that the EBITDA level (earnings before interest, tax, depreciation and amortisation) of MOVE Logistics
Ltd and Southern Fleet Leasing Ltd for the 12 months ending 30 June 2018 is above a certain level then additional
consideration of up to $10,000,000 may be payable in cash.
Upon acquisition of MOVE Logistics Ltd and Southern Fleet Leasing Ltd in June 2017 an estimated contingent
consideration of $572,000 was recognised using a probability weighted average of possible EBITDA scenarios. Based on
better than expected performance of the entities, management has reassessed the estimated contingent consideration
payable and has recognised an additional liability and corresponding profit & loss expense of $3,402,000.
The estimate involves significant judgement. Prior to the determination date additional procedures will be undertaken to
reassess the liability and its basis of preparation.
c. Change in accounting estimates
There were no changes in accounting estimates in the period other than those noted above in relation to contingent
consideration.
d. Basis of accounting for the carve out of comparative financial information
The comparative financial information is based on the financial statements of the Bowker Holdings 99 Limited Group
(formerly Transport Investments Ltd) and has been adjusted to exclude the following expenses, income, assets and
liabilities that are not related to the ongoing Business:
Expenses / Income excluded:
¡ All income and expenses relating to subsidiaries not forming part of the new Business
¡ External interest costs
Assets / Liabilities excluded:
¡ All assets, liabilities and equity relating to a subsidiary not forming part of the new Business
¡ Cash, accounts payable and accrued interest for Bowker Holdings 99 Limited (not part of transaction)
¡ External debt (repaid prior to reverse acquisition)
Equity is the residual after excluding the above transactions and balances. They have been included within the
distribution to shareholders line in the Statement of Cash Flows.
Provided below is a reconciliation of the comparative information to that reported in the audited financial statements of
Transport Investments Limited (now Bowker Holdings 99 Limited). Explanation of adjustments has been included.
Comprehensive Income Reconciliation 6 months to December 2016
$000
Unaudited Transport Investments Limited Group2,284
Add back: External Interest127
Less: Subsidiaries not acquired
2
(386)
Comparative TIL Logistics Group Ltd2,025
Assets & Liabilities Reconciliation Assets
30 June 2017
$000
Liabilities
30 June 2017
$000
Audited Transport Investments Limited Group186,642145,013
Less:
Assets / liabilities of parent company not acquired (38)(565)
External debt of parent not transferred
1
-(76,063)
Subsidiaries not acquired
2
(37,784)(22,383)
Comparative TIL Logistics Group Ltd 148,82046,002
1 The subsidiaries were acquired free of the Parent’s debt used to fund the subsidiaries. As a result the new Group obtained external
borrowings and used these proceeds to pay Transport Investments Limited for their interest in assets and businesses acquired.
2 The property subsidiary of Transport Investments Limited was not acquired. Adjustments relate to removing the property assets and
associated borrowings.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2425TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
4. RECONCILIATION TO GAAP MEASURE
In order to show a meaningful representation of the Group’s interim financial results the Group presents a reconciliation
showing the financial results after adjustment for costs associated with the public listing, as well as adjustments for
contingent consideration, tax, interest costs and depreciation. The inclusion of this non GAAP measure, in the directors’
opinion, will assist users to understand the performance of the Group and promote comparison with the wider industry.
Reconciliation to GAAP measure 6 months to
December 2017
6 months to
December 2016
Total comprehensive Income (GAAP measure)(15,682)2,025
Add back:
Income Tax Expense 1,262466
Share of (Loss) / Profit of Associates 14(124)
Finance Costs 1,374820
Depreciation & Amortisation 6,0153,673
EBITDA (non-GAAP measure) (7,017)6,860
Non trading transaction costs:
Share based payments 11,419-
Listing Costs 6,464-
Deferred consideration expensed* 3,402-
Adjusted EBITDA (non-GAAP measure) 14,2686,860
*The increase in deferred consideration relates to a prior period business acquisition. The Directors believe adjustment for this item assists
the users gain a better understanding of the underlying performance of the Group.
5. SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting to the chief operating decision maker
(CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating segments,
has been identified as the CEO.
Management has determined the operating segments based on the reports reviewed by the CEO. In addition to GAAP
measures, the CEO also uses non-GAAP measures (EBITDA) to assess the commercial performance of the segments. The
reportable operating segments have been determined as:
FREIGHTING
This segment provides nationwide freight transport services with regional strength. It is able to transport a wide range of
freight types.
LOGISTICS
This segment specialises in warehousing and supply chain capabilities which enable comprehensive supply chain
solutions to customers. Following acquisitions in the second half of the year ended 30 June 2017 this segment was
formed. As such no comparative information is available.
ASSET MANAGEMENT
This segment includes the entities within the Group responsible for fleet asset ownership.
ALL OTHERS
This segment includes our freight forwarding and corporate services companies. These operating segments have been
aggregated based on quantitative thresholds as permitted by NZIFRS 8.
The segment information provided to the CEO for the half year ended 31 December 2017 is as follows:
FreightingLogisticsAsset
Management
All Other
Segments
Total
$000$000$000$000$000
Half-year ended 31 December 2016
Total segment revenue 104,218-5,0662,894 112,178
Inter-segment revenue (424)-(5,058)(16)(5,498)
Revenue from external customers 103,794-82,878106,680
EBITDA2,327-4,0105236,860
Adjusted EBITDA (refer note 4) 2,327-4,0105236,860
Half-year ended 31 December 2017
Total segment revenue 114,02749,2996,8403,690173,856
Inter-segment revenue (2,160)(855)(6,798)(5)(9,818)
Revenue from external customers 111,86748,444423,685164,038
EBITDA4,3604,1275,168(20,672)(7,017)
Adjusted EBITDA (refer note 4) 4,3604,1275,16861314,268
Assets51,37257,15025,80325,619159,944
Liabilities28,88514,3504,12888,869136,232
Interest income and expense are not allocated to segments, as this type of activity is driven by the central treasury
function, which manages the cash position of the Group.
Sales between segments are eliminated on consolidation. The amounts provided to the CODM with respect to segment
revenue are measured in a manner consistent with that of the financial statements.
Reportable segments have been determined by having regard to:
¡ the nature of services provided
¡ the processes the various business units undertake to service customers
¡ the type of customers serviced, and
¡ the nature of the distribution channels.
The Group has a diverse range of customers from various industries, with only one customer contributing more than
10% of the Group’s revenue.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2627TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
6. INVESTMENTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2.1. All subsidiaries are incorporated in New Zealand.
All subsidiaries interim results up to 31 December 2017 have been incorporated in the consolidated financial statements.
Shareholding
31 December
2017
Shareholding
30 June
2017
Balance
Date
Principal Activity
TIL Freighting Ltd 100%100%30 JuneTransport operator
Pacific Fuel Haul Ltd100%100%30 JuneTransport operator
Alpha Customs Services Ltd70%70%30 JuneInternational freight forwarder
Pacific Asset Leasing Ltd100%100%30 JuneAsset leasing
Hookers Shipping Ltd100%100%30 JuneShipping agent and logistics
McAuley’s Transport Ltd100%93%30 JuneTransport operator
MOVE Logistics Ltd100%-30 JuneWarehousing and distribution
Southern Fleet Leasing Ltd100%-30 JuneAsset leasing
NZL Group Ltd100%-30 JuneWarehousing and distribution
Multi-Trans HeavyHaul Ltd100%-30 JuneTransport operator
TNL International Christchurch Ltd
1
50%25%30 JuneInternational freight forwarder
TNL International Ltd50%50%30 JuneInternational freight forwarder
Appian Transport Ltd100%100%30 JuneNon trading
Global Logistics Group Limited
2
100%-30 JuneNon trading
TNL Freighting Limited100%100%30 JuneNon trading
TNL Logistics Limited100%100%30 JuneNon trading
Transport Nelson Limited100%100%30 JuneNon trading
1 TNL International Limited acquired the remaining 50% shares in TNL International Christchurch Limited.
2 The shares in Global Logistics Group Limited were acquired as part of the reverse acquisition transaction (note 1).
7. SHARE CAPITAL
31 December 201730 June 2017
Shares$000Shares$000
Issued & paid-up capital - ordinary shares
Balance at the beginning of the period72,833,334 5,473 72,833,334 -
Share based payments:
- Deemed consideration for acquisition of Bethunes452,810 679
- Issued to Directors500,000 750
- Issued to advisors100,000 150
- Issued to Kern Group and associates
1
9,696
Total share based payments 1,052,810 11,275
Shares issued in the public offer7,573,339 11,360
Balance at the end of the period81,459,483 28,108 72,833,334 -
1 From the shares Transport Investments Limited received for transferring its assets and business to Bethunes, Kern Group and associates
were paid 6,463,670 shares. These shares are deemed to be part of the capital reorganisation and are included within the opening shares
on issue.
8. EARNINGS PER SHARE
6 Months to 31 December 2017
Earnings
(excluding non-trading
transaction) Earnings
$000$000
(Loss) for the year (15,682)(15,682)
Share based payments 11,419
Listing costs 6,464
Deferred consideration expense 3,402
Earnings, excluding non-trading transaction impact 5,603
Weighted average number of shares74,271,026
centscents
Basic & diluted loss per share (.21)
Basic & diluted earnings per share, excluding
non-trading impact*
.08
*note this is a non-GAAP disclosure (refer note 4 for reconciliation)
9. BORROWINGS
When TIL Logistics acquired the businesses from Bowker Holdings 99 Limited they entered into a new banking facility
with the ASB Bank on 6 December 2017. The facility includes a revolving committed cash facility of $90 million, an
overdraft facility of $10 million and a bank guarantee facility of $5.1 million.
31 December
2017
$000
30 June
2017
$000
Non-Current
Secured Loan ASB 75,471-
Secured Loan Mainland Capital 117133
75,588133
Current
Secured Loan ASB 5,150-
Secured Loan Mainland Capital3232
5,18232
Total80,770165
The Facilities are secured by way of a first ranking general security over the Group’s assets and undertakings.
The new facilities with the ASB are subject to quarterly covenants with the first reportable period being 31 March 2018.
These include the following:
¡ Group Coverage Ratio where the Total Tangible Assets and EBITDA of the
guaranteeing group must not be less than 90% of the consolidated group
¡ Interest Cover Ratio must be greater than 3.00x
¡ Debt Service Cover Ratio must be greater than 1.20x
¡ Leverage Ratio must be less than 3.50x
The covenant testing for 2018 is to be normalised by excluding costs associated with the acquisition (e.g. listing costs,
share based payments) and deferred consideration.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2829TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
10. RELATED-PARTY TRANSACTIONS
As explained in note 1, TIL Logistics Group Limited acquired the Business from Bowker Holdings 99 Limited (BH99). Part
of the consideration in this transaction was shares issued. BH99 owns 81.3% (66,253,064) of the shares in TIL Logistics
Group Limited.
During the period the following transactions took place with key management personnel.
# Shares
Shares acquired in placement 5,333,336
Shares issued via share based payment 500,000
In addition 6,463,670 shares were issued relating to services performed to assist with the listing process to the Kern
Group Pty Limited. Greg Kern, a TIL Logistics Group director is the majority shareholder of the Kern Group.
The share based payments have no conditions attributed to them and vested immediately after grant date. Tax liabilities
in respect to 500,000 shares issued to directors were also settled by the Group.
11. BUSINESS COMBINATIONS
In September 2017 the Group acquired 100% of the voting equity interest and business activity and assets of Glassworks
Logistics Limited and Seamount Enterprises Limited, companies specialising in distribution and warehousing. This
acquisition allowed the group to expand its business and strengthen its relationship with one of its key customers.
The table below summarises the consideration paid by the Group and the fair value of assets acquired and liabilities
assumed:
$000
Purchase consideration (cash) 3,200
Contingent consideration 450
Fair value of assets acquired and liabilities assumed
Property, plant and equipment 2,342
Customer contracts1,308
Deferred Tax(366)
Goodwill366
There were no contingent assets or liabilities acquired as part of the transaction. The contingent consideration has been
recognised and is based on an agreed sales measure.
Goodwill is attributable to the profitability of the acquired business. It will not be deductible for tax purposes.
Any direct costs relating to the acquisition were charged to operating expenses in the statement of profit or loss & other
comprehensive income for the six months ended 31 December 2017.
Contemporaneously the Group sold the trucks it acquired for $1,325,000 to TR Group in a sale and leaseback transaction.
The lease expense is included under Operating Expenses in the statement of profit or loss.
12. EVENTS AFTER THE REPORTING DATE
No significant events have occurred since this interim report that may affect the Group’s operations.
PricewaterhouseCoopers, 113 – 119 The Terrace, PO Box 243, Wellington 6140, New Zealand
T: +64 (4) 462 7000, F: +64 (4) 462 7001, pwc.co.nz
Independent review report
To the shareholders of TIL Logistics Group Limited
Report on the interim financial statements
We have reviewed the accompanying interim financial statements of TIL Logistics Group Limited (the
Group) on pages 14 to 28, which comprise the consolidated interim balance sheet as at 31 December
2017, and the consolidated interim statement of profit or loss & other comprehensive income, the
consolidated interim statement of changes in equity and the consolidated interim statement of cash
flows for the six month period ended on that date, and notes to the consolidated interim financial
statements including a summary of significant accounting policies and selected explanatory notes.
Directors’ responsibility for the interim financial statements
The Directors are responsible on behalf of the Group for the preparation and presentation of these
interim financial statements in accordance with International Accounting Standard 34 Interim
Financial Reporting (IAS 34) and New Zealand Equivalent to International Accounting Standard 34
Interim Financial Reporting (NZ IAS 34) and for such internal controls as the Directors determine are
necessary to enable the preparation of interim financial statements that are free from material
misstatement, whether due to fraud or error.
Our responsibility
Our responsibility is to express a conclusion on the accompanying interim financial statements based
on our review. We conducted our review in accordance with the New Zealand Standard on Review
Engagements 2410Review of Financial Statements Performed by the Independent Auditor of the
Entity(NZ SRE 2410). NZ SRE 2410 requires us to conclude whether anything has come to our
attention that causes us to believe that the interim financial statements, taken as a whole, are not
prepared in all material respects, in accordance with IAS 34 and NZ IAS 34. As the auditors of the
Group, NZ SRE 2410 requires that we comply with the ethical requirements relevant to the audit of the
annual financial statements.
A review of interim financial statements in accordance with NZ SRE 2410 is a limited assurance
engagement. The auditor performs procedures, primarily consisting of making enquiries, primarily of
persons responsible for financial and accounting matters, and applying analytical and other review
procedures. The procedures performed in a review are substantially less than those performed in an
audit conducted in accordance with International Standards on Auditing (New Zealand). Accordingly,
we do not express an audit opinion on these interim financial statements.
We are independent of the Group. Our firm carries out other services for the Group in the areas of
advisory and tax services in relation to the reverse acquisition and due diligence on acquisitions. The
provision of these other services has not impaired our independence.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that these interim
financial statements of the Group are not prepared, in all material respects, in accordance with IAS 34
and NZ IAS 34.
PricewaterhouseCoopers, 113 – 119 The Terrace, PO Box 243, Wellington 6140, New Zealand
T: +64 (4) 462 7000, F: +64 (4) 462 7001, pwc.co.nz
Independent review report
To the shareholders of TIL Logistics Group Limited
Report on the interim financial statements
We have reviewed the accompanying interim financial statements of TIL Logistics Group Limited (the
Group) on pages 15 to 29, which comprise the consolidated interim balance sheet as at 31 December
2017, and the consolidated interim statement of profit or loss and other comprehensive income, the
consolidated interim statement of changes in equity and the consolidated interim statement of cash
flows for the six month period ended on that date, and notes to the consolidated financial statements
including a summary of significant accounting policies and selected explanatory notes.
Directors responsibility for the interim financial statements
The Directors are responsible on behalf of the Group for the preparation and presentation of these
interim financial statements in accordance with International Accounting Standard 34 Interim
Financial Reporting (IAS 34) and New Zealand Equivalent to International Accounting Standard 34
Interim Financial Reporting (NZ IAS 34) and for such internal controls as the Directors determine are
necessary to enable the preparation of interim financial statements that are free from material
misstatement, whether due to fraud or error.
Our responsibility
Our responsibility is to express a conclusion on the accompanying interim financial statements based
on our review. We conducted our review in accordance with the New Zealand Standard on Review
Engagements 2410Review of Financial Statements Performed by the Independent Auditor of the
Entity(NZ SRE 2410). NZ SRE 2410 requires us to conclude whether anything has come to our
attention that causes us to believe that the interim financial statements, taken as a whole, are not
prepared in all material respects, in accordance with IAS 34 and NZ IAS 34. As the auditors of the
Group, NZ SRE 2410 requires that we comply with the ethical requirements relevant to the audit of the
annual financial statements.
A review of interim financial statements in accordance with NZ SRE 2410 is a limited assurance
engagement. The auditor performs procedures, primarily consisting of making enquiries, primarily of
persons responsible for financial and accounting matters, and applying analytical and other review
procedures. The procedures performed in a review are substantially less than those performed in an
audit conducted in accordance with International Standards on Auditing (New Zealand). Accordingly,
we do not express an audit opinion on these interim financial statements.
We are independent of the Group. Our firm carries out other services for the Group in the areas of
advisory and tax services in relation to the reverse acquisition and due diligence on acquisitions. The
provision of these other services has not impaired our independence.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that these interim
financial statements of the Group are not prepared, in all material respects, in accordance with IAS 34
and NZ IAS 34.
INDEPENDENT REVIEW REPORT

3031TIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORTTIL LOGISTICS GROUP LIMITED INTERIM FINANCIAL REPORT
PwC2
Who we report to
This report is made solely to the Group’s shareholders, as a body. Our review work has been
undertaken so that we might state to the Group’s shareholders those matters which we are required to
state to them in our review 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 shareholders, as a body, for our review
procedures, for this report, or for the conclusion we have formed.
For and on behalf of:
Chartered AccountantsWellington
27 February 2018
INDEPENDENT REVIEW REPORT
NZX WAIVER
An NZX Regulation (“NZXR”) decision was received
by TIL Logistics on 17 November 2017 granting TIL
Logistics a 12 month waiver (“Waiver”) from NZX Listing
Rule 5.2.3 to the extent that, following completion of
the acquisition of the transport and logistics business
of Transport Investments Limited, fewer than 25% of the
ordinary shares in TIL Logistics on issue are held by less
than 500 Members of the Public
1
(each holding at least
a Minimum Holding
2
). The Waiver remains subject to the
following conditions
3
:
¡ TIL Logistics clearly and prominently discloses the
Waiver, its conditions, and its implications in TIL
Logistics’ half year and annual reports, and in any
offer documents relating to any offer of ordinary
shares undertaken by TIL Logistics, during the
period of the Waiver;
¡ TIL Logistics consistently monitors the total number
of Members of the Public holding ordinary shares
and the percentage of ordinary shares held by
Members of the Public holding at least a Minimum
Holding;
¡ TIL Logistics notifies NZXR as soon as practicable
if there is any material reduction to the total
number of Members of the Public holding at least
a Minimum Holding of ordinary shares, and/or the
percentage of ordinary shares held by Members of
the Public holding at least a Minimum Holding; and
¡ TIL Logistics provides NZXR with a written
quarterly update of the total number of Members of
the Public holding ordinary shares holding at least
a Minimum Holding and the percentage of ordinary
shares held by Members of the Public holding at
least a Minimum Holding. The quarterly updates are
from the date the Waiver is granted, for the period
of the Waiver. The updates are to be provided to
NZXR within ten business days of the end of each
quarter.
The implication of the Waiver is that the majority of TIL
Logistics’ ordinary shares will not be widely held and
there may be reduced liquidity in the shares.
1 As that term is defined in the NZX Listing Rules.
2 As that term is defined in the NZX Listing Rules.
3 Further information regarding the Waiver can be found in TIL Logistics’
NZX Listing Profile dated 17 November 2017 prepared in connection
with the acquisition of the transport and logistics business of Transport
Investments Limited, a copy of which can be found on TIL Logistics’
website, www.til.kiwi.
NZX WAIVER

DIRECTORS
Danny Chan
Appointed 6 December 2017
Trevor Janes
Appointed 6 December 2017
Gregory Kern
Appointed 6 December 2017
James Ramsay
Appointed 6 December 2017
Lorraine Witten
Appointed 6 December 2017
RISK ASSURANCE & AUDIT COMMITTEE
Lorraine Witten (chair)
Trevor Janes
James Ramsay
REGISTERED OFFICE AND ADDRESS FOR SERVICE
330 Devon Street East
New Plymouth
AUDITORS
PricewaterhouseCoopers
BANKERS
ASB Bank
North Wharf
12 Jellicoe Street, Auckland
SOLICITORS
Harmos Horton Lusk Limited
Vero Centre
48 Shortland Street, Auckland
SHARE REGISTRAR
Link Market Services Limited
Deloitte Centre
80 Queen St, Auckland
DIRECTORY