Accordant Group Limited logo

AWF Madison Annual Report 2018

Annual Report26 June 2018AGLUtilities

1
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Annual

Report

2018

1
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208AWF MADISON GROUP ANNUAL REPORT 2018

“My team and I are focussed on

the long term sustainable growth

of the business. We continue

to work to ensure our ongoing

relevance to candidates and

clients in a changing market.”

Simon Bennett, CEO

Revenue

Net Profit

After Tax

Operating

Cash Flow

Shareholders’

Funds

Total Assets

Total

Dividend

For The

Year

Net Bank Debt

31.03.18

Contents

$279.3

Million

$105.3

Million

$5.0

Million

$11.5

Million

16.2

Cents

per share

$36.9

Million

$ 2 9.7

Million

Up 8.9%

Down 14.0%FY2017, $7.6 million

Unchanged on

prior year

FY2017,

$32.4 million

FY2017,

$36.9 million

FY2017, $107.0

million

CHAIRMAN’S REPORT 2

CEO’S REPORT 4

GROUP MANIFESTO 6

AWF BUSINESS PLAN 8

MADISON BUSINESS PLAN 10

ABSOLUTE IT BUSINESS PLAN 12

FINANCIAL COMMENTARY 14

OUR LOCATIONS 15

BOARD OF DIRECTORS 16

CORPORATE GOVERNANCE STATEMENT 18

INDEPENDENT AUDITOR’S REPORT 22

FINANCIAL STATEMENTS 24

NOTES TO THE FINANCIAL STATEMENTS 28

SHAREHOLDERS’ STATUTORY INFORMATION 56

DIRECTORY 62

AWF MADISON GROUP ANNUAL REPORT 2018AWF MADISON GROUP ANNUAL REPORT 2018
AWF is now stable and operating well,

and the business is on track for growth

in the 2019 year.

The completion of the purchase of

Absolute IT during the year certainly

validated the decision to acquire this

well-led diverse white collar business,

and the strong team at Absolute

delivered a result that was above our

expectations. There are excellent

synergies and leverage to be achieved

between Absolute IT and Madison

Recruitment, particularly in premises,

systems and client relationships, whilst

protecting brand independence and value.

It has been a great pleasure to be able

to report the success of Madison in

delivering at all levels to the Census

project for Statistics New Zealand.

By year end, Madison was back up to

its own growth targets.

During the year we welcomed Nick

Simcock to the Board. Nick represents a

generation shift of governance. He has

vast international experience in white

collar recruitment and adds considerable

value and support to our CEO as we

navigate the changing recruitment

practice landscape.

We are a small Board and each of us

sits on all of the Committees, so the

governance is at all times inclusive.

The most impressive aspect of this is

our focus on Health & Safety.

Certainly over the last year, the Board

has noted a thriving Health & Safety

culture, evident at all levels.

Simon Hull chairs the Board Health &

Safety Committee, and within each Board

meeting, he leads a detailed discussion

wherein detailed reports are received,

and trends and benchmarks are reviewed.

Each Board member attends at least two

operational Health & Safety Committee

meetings each year.

During the year, the Group engaged

an independent review of its capital

structure and dividend policy. The Board

has considered the level of debt being

carried and, although cash flow is strong,

it is prudent to reduce debt to provide

headroom to consider other growth

opportunities as they arise. On the back

of recommendations contained in that

advice, Directors resolved to:

• Maintain a final dividend for this year

of 8.2 cents per share (16.2 cents for

the year);

• Introduce a Dividend Reinvestment

Plan (DRP) wherein Shareholders may

elect to receive up to 50% of the value

of their dividends in additional shares.

The scheme, which will apply for

this year’s final dividend, will be fully

supported by the major Shareholder,

Simon Hull. Details have been advised

separately.

As a Board, we wish to acknowledge

the wonderful commitment from our

Management Team, led by Simon Bennett.

In Simon we have a strong and focussed

leader, determined to build a better

and sustainable business, an aim we

all embrace.

It has certainly been a challenging

year for our team and we acknowledge

their focus on delivering high service

standards and profitable business with

high attention to Health & Safety.

We thank you.

Finally, I wish to acknowledge the

retirement of founding director

Ted van Arkel. From the beginning,

Ted has used his business experience

to ensure business fundamentals are

followed, understood, and managed

effectively. Simon Hull and I, particularly,

will acknowledge Ted’s contribution at

the AGM on 25 July. Thank you on behalf

of the Board and Shareholders, Ted.

For the Board,

Ross B Keenan

Chairman

AWF MADISON GROUP ANNUAL REPORT 2018AWF MADISON GROUP ANNUAL REPORT 2018CHAIRMAN’S REPORTCHAIRMAN’S REPORT

Chairman’s

Report.

Dear Shareholder,

Our financial result for the March

2018 year was undoubtedly

mixed, with a fall in net profit

contrasting with growth in overall

revenue and strong cash flows.

The very poor winter weather

during 2017, and disruption to the

approvals process for bringing

in skilled overseas workers

for the skills-short Auckland

construction sector, combined

to reduce profitability within

AWF – as we advised the market

in February.

Ross Keenan, Chairman

32

54
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Less widely understood is the

changing nature of the labour market.

Demographics, technology and

globalisation are having a significant

impact on workforce needs – both

for employers and for workers.

Pressure on retirement incomes means

an ageing population will need to work

longer than previous generations,

often part-time or on a contingent,

as-and-when-needed basis.

Declining housing affordability, and

changing employment expectations

are driving people who have

traditionally sat outside the labour

force to seek new forms of work.

In opposition, the Labour Party

devoted significant and critically

important research to this

It’s well-known

New Zealand’s

economy is being

held back by

skills shortages in

significant areas,

including Auckland

construction


and the IT sector.

Change is

inevitable.

Let’s

embrace it.

evolutionary process, establishing

the Future of Work Commission.

The Commission’s November 2016

report concluded that in the future,

many of us will work differently –

“a tsunami of change is coming.”

We agree. International experience

suggests the contingent workforce,

currently around 10% of New Zealand’s

total workforce, will at least double in

the next 10 years, creating significant

opportunities for our businesses.

However, there are many challenges

ahead in striking the right balance

between the flexibility of non-

traditional forms of working, and

fair employment conditions.

The Labour-led Government has now

started following through on the Future

of Work initiative. Some mooted changes

are positive, others considerably less so.

The Government is reviewing the Holidays

Act. As Workplace Relations & Safety

Minister Iain Lees-Galloway has noted:

“With an increasing variety of work

patterns and pay arrangements, the

legislative requirements of the Act

are proving difficult and costly for

employers to apply and employees are

not receiving their full entitlements.”

More worrying are some of the

provisions of the Employment Relations

(Triangular Employment) Amendment

Bill currently before Parliament.

The widespread view among unions is

that part-time, temporary and contract

workers should be afforded the rights

of permanent employees, and should

be able to bargain collectively. This

view is reflected in the Bill in provisions

that will, we believe, suppress, not

support, the ability of employers

and workers alike to seek innovative

employment arrangements.

New Zealand cannot benefit from the

economic efficiency and flexibility

a contingent workforce enables if

a mindset prevails that contingent

working is just a means by which

employers seek to exploit workers.

Regulation must enable innovation,

not punish it. For example, allowing

employees with multiple jobs to nominate

an agency to represent all their tax

and other legislative deductions,

where ultimate responsibility sits with

the agency, rather than numerous

‘host employer’ organisations.

Part-time and temporary work are

powerful paths into full-time employment.

In the last 12 months, a large percentage

of AWF Madison’s contingent workers

have ended their employment with

us and taken on jobs with their host

employers, and over 600 people have

received a formal training qualification.

Recruitment agencies have work to

do with government, unions and other

stakeholders to ensure we are seen

as part of the solution, not part of the

problem. If we are successful, everybody

can benefit from the opportunities

“the Gig economy” brings.

Employees can enjoy flexibility and

pathways. Employers can secure the

benefits of a flexible and scalable

channel of their workforce.

And we can help them to formalise

the provision of contingent labour,

driving closer, more collaborative

and longer-term relationships.

We are beginning to see more

focus from leading organisations

who understand the challenge and

opportunity of nurturing a contingent

workforce and want to secure a platform,

rather than ad hoc arrangements.

Overseas, this takes the form of a

Managed Service. As discussed in our

preliminary announcement for the March

2018 year, Madison recently passed a

milestone, signing a Managed Service

contract with a large government agency.

The contract is for four years, with options

to renew for a further four years.

The Managed Service model gives clients

visibility across all their contingent

workers, whether contractors, temps, or

even those on statements of work. Even

when they are not in direct employment,

clients can see where they have been

placed in the meantime. This channel is

integrated with the workforce plan and is

designed to drive sourcing and retention of

high performing workers. The visibility of

this workforce enables pay rate alignment,

cost savings and quality measurement.

For the candidates or workers, it allows

certainty for periods of work with the

client and future opportunities as

they cycle out of the assignment.

Cross training opportunities are available,

together with the ability to take longer

breaks when family or other needs

require them. The talent pools grows and

becomes more agile, while the individuals

become more valuable and higher skilled.

Given our scale and reach, AWF Madison

is in a position of strength to develop

excellent redeployment opportunities

for our candidate community across

our branch and business networks.

The development of innovative solutions

such as Managed Service has been a

driver to build our digital roadmap. And it

has highlighted the need for us to better

develop our dashboarding and automation

of process for clients and candidates.

How well we can define the role of ‘digital’

in the AWF Madison business – what

will change, and what needs to stay

the same – is very important to us. We

made big gains in the past year and have

won significant interest from clients.

For the current year we have increased

our investment in this area, and we

have significant goals for testing

new product and platforms for client

and candidate engagement.

My team and I are focussed on the long

term sustainable growth of the business.

We continue to work to ensure our ongoing

relevance to candidates and clients in a

changing market. We have specific and

measurable financial and non-financial

goals for the business in the coming year.

Our specific areas of focus

this year include:

• Creating synergies with our group

companies. Madison IT has moved

across to the Absolute IT stable and

we have co-located our Hamilton

and Christchurch white collar teams.

We will explore opportunities in

Auckland and Wellington to co-locate.

• Exploring the addition of a

complementary business to leverage

our market position and deleverage

our reliance on internal talent. The

business may be a provider of current

services that we can utilise and on-sell.

• Continuing to build alternative

solutions to the traditional recruitment

model, including Managed Service.

• Using technology to deliver in

a changing marketplace. We

will invest in our IT roadmap to

provide best in-class services to

the business, drive innovation and

assist in product development.

• Driving the best possible return

from the business with current

solutions. Evolution is continuous.

A fundamental strength and focus of

our business is “candidate centricity.”

If we are accessible and relevant to our

candidates, we will maintain the advantage

in a skill-short market and become

ever more a necessity for our clients.

Your management team has been

working extremely hard during a

notable year of laying the ground work

and strengthening our foundations

for the future. They are buoyed by

the positive outlook and committed

to the task ahead in FY2019.

CEO’S REPORTCEO’S REPORT

Simon Bennett, CEO

AWF MADISON GROUP ANNUAL REPORT 2018AWF MADISON GROUP ANNUAL REPORT 2018
What

Drives

Us.

Whether it is through building one new

relationship or tackling the challenges within

New Zealand’s labour market, our businesses

aspire to influence the growth and success of

our country. We believe it is possible to deliver

strong returns for our shareholders in a way

that also provides better outcomes for our

people, our customers and our country.

The uniqueness of our three businesses

provides distinct advantages in the channels in

which we operate. We will therefore continue

to develop these businesses individually

with strategies that cater for their particular

markets and drivers. Their goals however will

be aligned to the same group aspiration and

the following four strategic imperatives:

1

Our

People.

We will be driven

forward by capable

people who are

engaged with

our purpose and

strategic direction,

and who have the

determination

to do better.

432

We will grow

market share and

add value through

our reputation for

quality, efficiency,

relationships

and customised

solutions.

Our

Finances.

Our

Country.

Our

Customers.

We are targeting

double digit

EBITDA growth

through execution

and improvement

initiatives impacting

cost and revenue, to

create sustainable

value for our

shareholders.

We are uniquely

positioned and have

a responsibility to

provide proactive

solutions to address

structural challenges

in the employment

market.

AWF MADISON GROUP ANNUAL REPORT 2018AWF MADISON GROUP ANNUAL REPORT 2018GROUP MANIFESTOGROUP MANIFESTO

76

98
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Positioned

for the future.

AWF has a 30 year history of supplying semi-

skilled and skilled workers to the construction,

infrastructure, transport and logistics, manufacturing

and mining sectors. Every day as many as 3,500

people are deployed on client sites. Through its

network of branches, AWF provides hundreds of

enterprises throughout New Zealand with the human

capital necessary to complete major projects, meet

increased demand in goods and services, or to fill


the skills gap in their permanent workforce.

1

Our

People.

The adaptability of the AWF branch

network to deliver in the midst of

present and future employment

market challenges is paramount to

our success in delivering excellence

in customer satisfaction:

• Transforming our service

delivery model and refining role

accountabilities will provide

further learning and development

opportunities.

• Developing our employer value

proposition and employment brand

will ensure that we attract, hire

and retain people who will thrive in

this modernised operating model.

• We will engage our people with

AWF’s purpose, strategic priorities

and future state initiatives.

4

3

2

Whilst AWF’s core strength has

traditionally been in the provision

of temporary labour, we will continue

to expand our higher value business

and take steps to develop new

service offerings:

• Demand in the construction and

technical industry, particularly

from Auckland, presents significant

business opportunities.

• We will drive better utilisation

of our temporary workforce

through refining our operating

model and optimising our recently

implemented CRM.

• We have the capacity to develop

new service offerings in response

to our clients’ needs.

Our

Finances.

Our

Country.

Our

Customers.

AWF is targeting earnings

growth through a combination of

sales and margin growth as well

as operating efficiency:

• Our clients recognise our

increasing cost of delivery due to

compliance and the candidate-

short market.

• Our business mix is changing

in response to the increased

demand for semi-skilled and

skilled candidates.

• We will minimise exposure to bad

debt through risk management

and cautious trading terms.

AWF can make a meaningful

contribution to New Zealand’s

productivity by addressing the

shortage of labour:

• We will continue to leverage our

position to assist the unemployed

to become ‘work ready’.

• We will work with our key

customers to build pathways into

employment for youth.

• To meet demand in the

construction sector, we will utilise

skilled migrant labour and local

resources.

AWF BUSINESS PLANAWF BUSINESS PLAN

The 2018 financial year built upon the

prior year’s investment in technology

and our team worked hard to bed-in the

new operating methodology. Working

in a landscape of rigorous regulation

and high compliance requirements, we

continued to improve process efficiency

to counter rising costs of delivery.

AWF’s civil and construction business

was impacted by timing and difficult

winter conditions across the country,

and in Auckland the mobilisation

of the migrant workforce channel

to meet construction demand was

hampered by delayed arrivals.

We expect to recover the drop in

turnover in the 2019 and 2020 financial

years. We have a capable leadership

team who are highly focussed on their

medium term goals and are making

good progress on their strategies. Our

people are engaged with our strategic

direction and with their efforts the outlook

for the coming year is promising.

We are pleased with the quality of internal

talent appointed in the past year – the

breadth of experience and knowledge

from our recent strategic hires positions

AWF’s senior management team as

one of the most experienced in the

recruitment industry in New Zealand.

Our success in lifting the Health &

Safety culture is supported by feedback

from our workforce through a recent

survey rating AWF as 4.5 out of 5 (5

being ‘excellent’) on the care we take

regarding their safety. Together with other

candidate engagement and retention

initiatives, we have seen an increase in

the average tenure of our workforce.

In Auckland we introduced a

permanent recruitment channel

and the achievements early on

indicate good growth prospects.

We are well-positioned to capitalise on

the growing interest in Managed Service

offerings. This delivery model values the

retention of higher quality contingent

workers and allows us to work in greater

partnership with clients to forecast

demand for just-in-time delivery. This is in

line with our goal to change the business

mix away from transactional accounts

to focus on mid to large organisations

with fair margins and ongoing demand.

The significant transformation within

the business over the last three years

positions us for sustained growth.

1110
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

1

Our

People.

Assisting our recruiters with

achieving sustained success and

supporting their skills development

in a changing recruitment world is

vital to our high performance culture:

• Delivering Madison’s full service

recruitment solutions is an all-

encompassing role and as such

we will focus on developing talent

from within.

• On-the-job training will be

supplemented with a structured

learning and development

programme.

• Our internal recruitment process

is robust ensuring we attract the

best possible talent to the Madison

business.

4

3

2

In the last five years, job hunting

and talent acquisition has changed

considerably, leading to increased

delivery costs. Madison’s focus on

excellence in execution whilst having

to “do more for less” is critical to

continued customer satisfaction:

• We will monitor performance

through the recently introduced

NPS measure on our customer

feedback platform.

• Innovative pricing solutions

will be developed, and we will

strengthen our unbundled

recruitment offerings for large

corporates to supplement their

in-house capability.

• Targeting growth in retained and

project work will achieve a greater

balance with contingent work and

mitigate the higher cost of delivery.

Our

Finances.

Our

Country.

Our

Customers.

Madison will achieve earnings growth

through existing business and the

financial contribution from new

offerings such as Managed Services:

• There is considerable opportunity

to develop our revenue stream

from recruiting senior and

specialist roles.

• Our focus on retained and project

work provides increased comfort

around certainty of revenue.

• We will ensure that new projects

and service offerings will be

additive and not take away from

BAU performance.

As the world of work changes and

Post-Millennials begin entering the

workforce, Madison consultants have

a part to play in driving outcomes and

contributing thought leadership to

assist this generation:

• We will develop a programme

tailored to Post-Millennials

providing advice on the

employment market, job hunting

and employer expectations.

MADISON BUSINESS PLANMADISON BUSINESS PLAN

Delivering

tailored solutions.

Madison was established in 1998 and over the years

has become the recruitment partner to a wide variety

of organisations within the private and public sectors.

Madison’s service spans entry level and support re-

cruitment to that of professional roles and managerial

positions. Each year, hundreds of permanent positions

are filled by candidates who have been sourced and

matched to specific business requirements and organ-

isational culture fit. Every day, over 1,100 temporary

employees and independent professional contractors

work on assignment in New Zealand’s major cities.

It has been a significant year for

Madison, particularly in the second

half where we delivered our largest

volume project in our 20 year history.

The 2018 Census Project required us

to assess, deploy, manage and pay up

to 3,000 workers over a three month

window. A completely tailored solution

was necessary, drawing on significant

resources. Our capabilities were tested

and we are proud of our team’s efforts

in successfully delivering higher calibre

candidates than has historically been

recruited to carry out the work.

Another notable achievement was

the design of a Contingent Workforce

Managed Service for a government

agency undergoing significant

business transformation. We were

awarded the four year contract based

upon our innovative solution which

draws on our candidate reach and

attraction strategies, our retention

initiatives and technology platforms.

To maintain relevancy to our clients

it is necessary for us to evolve our

service offerings and be additive to

their internal capability. To do this,

our sales strategy in the coming year

is to invest more time with fewer

clients to afford us the opportunity for

closer partnerships and the design

and delivery of bespoke solutions.

This is in line with our FY19 operational

focus on quality, a founding pillar of

Madison’s ethos. It is even more vital in

the context of an increasingly complex

recruitment landscape. As process

automation and artificial intelligence

becomes commonplace in our industry,

we must utilise it as an enabler for

parts of our operation. However, we

maintain committed to delivering a

personal service with high touchpoints.

The large projects we secured provided

excellent secondment opportunities,

and upon project completion we also

retained a number of people who had

been specially hired. We will continue

to focus on the development and

retention of our people, providing

career pathways from within.

Madison’s market position is unique –

our offering is underpinned by size and

scale, however without the restraints that

some global competitors experience.

This means we can deliver tailored

solutions with greater agility. We will

play to these strengths in FY19.

1312
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

1

Our

People.

Protecting Absolute IT’s values-

based hiring and culture is the key

to retaining and developing a high

performing team:

• We will continue to build our talent

pool of like-minded individuals

using our values-based selection

processes to prepare for growth in

headcount.

• We will continue to invest in our

people’s development, pro-actively

identifying and nurturing potential.

4

3

Our

Finances.

Our

Country.

Absolute IT’s continued focus on

profitability and lean operation costs

will ensure we stay on track for

financial growth:

• Being one financial entity will allow

us access to timely and accurate

reporting for management.

• Continue to align with the Group’s

financial, governance, reporting

and compliance framework.

• Investigate additive business

streams such as Managed

Service offerings, both on an IT

and Group level.

We will work to have a bigger impact

on the growth of New Zealand’s IT

talent by using our position as the

country’s leading IT recruitment

brand:

• Using our data and market

insights, we will provide industry

thought leadership on the IT

skillsets that New Zealand-based

businesses lack.

• We will facilitate discussion on

the development of these skillsets

and investigate partnerships to

address graduate pathways into

the workforce.

2

Absolute IT has grown market share

through regional business strategies

delivered by a long-standing service

delivery team. Our reputation and

approach to doing business will

enable us to make further inroads:

• We will focus on new business in

the Hamilton and Christchurch

regions and elsewhere seek

breadth and depth within existing

clients.

• We will evaluate and reposition

our ‘payroll service’ offering, to

increase market penetration.

Our

Customers.

ABSOLUTE IT BUSINESS PLANABSOLUTE IT BUSINESS PLAN

From strength

to strength.

Founded in 2000, Absolute IT caters to the specific

recruitment needs of the ICT sector. Absolute IT’s

specialist recruiters provide permanent and

contractor staffing services New Zealand-wide from

their offices in Wellington, Auckland, Hamilton and

Christchurch. From resourcing large transformation

programmes in the public sector, to sourcing the right

fit for large corporates and attracting world class

talent for New Zealand start-ups, Absolute IT is relied

upon for its expertise and extensive network.

Our first full year of contribution to the

Group has led to the white collar segment

revenue growing 51% on the prior year.

We have retained our senior team

members and high performers. The team

has maintained its service excellence

retaining all of our key clients, while

adding new clients to the top 20.

Absolute IT’s strong performance

throughout the year is a real

testament to its leadership team

and high performance culture.

With the departure of our former

principals our goal was to protect our

key success factors and we are satisfied

that we have not only achieved this, but

also maintained our brand identity and

the integrity of the business. At the same

time we have enjoyed leveraging Group

resources with the implementation of

a new finance system, launching an

intranet and have generally valued the

opportunity to share learnings with a

wider group of industry veterans.

To leverage opportunities across

clients and create more choice for job

seekers, the Group decided to align all IT

recruitment services under Absolute IT.

On 3 April 2018 Madison’s IT clients and

recruiters were transitioned to Absolute

IT and we are pleased to already see

positive results from this initiative.

Both our Christchurch and Hamilton

teams are now co-located with

Madison and both businesses

are energised at the prospect of

working closer together in FY19.

Looking to the future we are aware

of the global trends in the IT sector –

specifically the rise in AI and robotics and

the continued digitisation of business.

At a local level we are working with clients

on transformation projects within their

business. We have also seen demand

for permanent vacancies rise – an

indication of positive economic sentiment

from our clients. Staying in touch with

market trends and our clients’ ongoing

requirements enables us to continue being

relevant to our key clients and to build

new relationships within the IT sector.

Our team is cognisant of the challenge

in the year ahead. We performed very

well last financial year and will be

focussed on optimum performance

to achieve another financial best.

14
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

15

AWF MADISON GROUP ANNUAL REPORT 2018

FINANCIAL COMMENTARY

Financial

Commentary.

Revenue

Revenue grew by $22.9 million to $279.3

million from $256.4 million, an 8.9%

increase on the prior year. Revenue sourced

from provision services to Industry was

46.7% of total revenue and has reduced

17.3% over the prior year to $130.4 million.

Revenue sourced from providing services

to Commerce of $148.9 million, up from

$98.7 million for the prior year, accounted

for 53.3% of total revenue. The growth in

Revenue was attributable to the annualised

impact of the Absolute IT acquisition with the

prior year Revenue contributing 5 months.

Net profit after tax

After-tax profit was $5.0 million, down from

$5.9 million in 2017.

Dividend

An interim dividend of 8.0 cents per share

(2017 8.0 cents per share) was paid on 27

November 2017.

A final dividend of 8.2 cents per share (2017

8.2 cents per share) will be paid on 10 July

2018, resulting in the total dividends paid for

the year being 16.2 cents per share.

Total dividend payments for the year will be

$5.3m (interim plus final), compared with

$5.3 million in the prior year.

Funding costs

Finance costs for the year were $1.3 million,

up from $1.2 million last year, as a result of

the earn-out settlement on Absolute IT.

Cash flow

Operating cash flow, at $16.2 million was up

by $4.9 million on the previous year, due in

part to the annualised impact of the Absolute

IT acquisition.

Equity

Equity attributable to equity holders of the

parent (Shareholder’s Funds) at 31 March,

2018 was $36.9 million (2017, $36.9 million).

The amortisation of Intangible Assets

(Customer Relationships and Restraint of

Trades) net of the deferred tax impact incurs

a $1.6m annual write down.

Trade and other receivables

Trade and other receivables at 31 March,

2018 were $41.8 million, compared

with $45.5 million at 31 March, 2017.

The reduction reflects the concentration

of effort to collect the higher level of

outstanding receivables at 31 March 2017.

Borrowings

The $36.0 million term debt facility with

the ASB Bank was fully drawn (up from

$33.5 million) the prior year, to finance

the Absolute IT acquisition earn-out.

Other Current Liabilities

Trade and other payables are $28.9 million

as at 31 March, 2018, up from $28.1 million

as at 31 March, 2017.

Our

Locations.

OUR LOCATIONS

AWF LOCATION

MADISON LOCATION

ABSOLUTE IT LOCATION

KEY

Kaitaia

Kerikeri

Whangarei

Auckland

Waihi

Tauranga

Rotorua

Hawkes Bay

Palmerston North

Kapiti

Petone

Wellington

Christchurch

Queenstown

Invercargill

Dunedin

New Plymouth

Hawera

Whanganui

Nelson

Blenheim

Hamilton

1716
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Ross KeenanSimon HullWynnis ArmourEduard Van ArkelJulia HoareNick Simcock

Ross joined the Board in 2004 in

the build-up to AWF’s listing and

is the group’s Chairman and a

non-executive director. He brings

to the Board a wealth of corporate

experience gained as Managing

Director of Ansett New Zealand

and later Newmans Group. Ross

held executive management

positions with Air New Zealand,

Air Pacific and Qantas from

1968 to 2000 in Fiji, Australia,

Los Angeles and London. He is

also a Director of Touchdown

Ltd, and recently retired from

the Boards of several Ngai Tahu

entities and Watercare

Services Ltd.

Simon founded the Allied Work

Force business in 1988. He

was AWF Managing Director

for 27 years and is its largest

shareholder. He has been

instrumental in growing what is

now the AWF Madison business

from a single office in Penrose

to its current market leading

position. Before founding Allied

Work Force, Simon was involved

in farming, horticulture and

small business management.

He continues to be involved in

marine-focussed businesses as

well as pursuing his onshore and

offshore yacht racing passion.

Wynnis joined the Board in

January 2015 as a non-executive

Director. After holding senior

management positions in both

the public and private sectors,

(including Adecco – one of the

largest global recruitment

firms) Wynnis co-founded the

Madison Group which was sold

to AWF in 2013. She contributes

a wealth of business experience

and commercial acumen and a

particular understanding of the

AWF, Madison and Absolute IT

businesses. Wynnis is a member

of Global Women and the Institute

of Directors and is a Director of

angel investor ArcAngels and of

Armour Consulting.

Eduard (Ted) joined the Board as a

non-executive Director in 2004 after

retiring as Managing Director of

the supermarket group Progressive

Enterprises Ltd. He previously held

senior management positions at

Woolworths NZ Ltd and Fletcher

Merchants (PlaceMakers). Ted is

currently Chairman of Restaurant

Brands Ltd. He holds directorships

in Abano Healthcare Group Ltd

and the Auckland Chamber of

Commerce. He also serves on

a number of private companies

including Philip Yates Securities Ltd,

Danske Mobler Ltd and his family-

owned company van Arkel & Co Ltd.

He is a Patron of Youthtown Inc.

Julia joined the Board as a

nonexecutive Director in 2013 after

20 years as a partner with PwC.

Julia is Deputy Chairperson of

The A2 Milk Company Ltd and of

Watercare Services Ltd, and is an

independent Director of Auckland

International Airport Ltd, Port of

Tauranga Ltd and New Zealand

Post Ltd. She is on the National

Council of The Institute of Directors,

chairs the Auckland branch of the

Institute of Directors and is on the

Advisory Panel for the External

Reporting Board.

Nick joined the Board as a non-

executive Director in January

2018 after 15 years in Managing

Director roles in New Zealand,

Australia, and Asia/Pacific with

Korn/Ferry Futurestep. Nick

brings deep industry expertise

in recruiting, outsourcing, and

talent management. Nick was the

CEO and Director of a start-up

SaaS payments business Wrap It

Up, which was sold in 2017. He

is a Trustee on the Wellington

Creative Capital Arts Trust,

and was formerly on the Otago

University Business School Board

of Advisors. Nick is a Chartered

Member of the Institute of

Directors.

Board of

Directors.

BOARD OF DIRECTORSBOARD OF DIRECTORS

1918
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

The Board of Directors of AWF

Madison Group Limited (NZX:AWF)

is responsible for the corporate

governance of the Company. The Board

has established a culture that ensures

commitment to and compliance with

good corporate governance principles,

and ethical conduct is at the heart of

the Company’s business practices.

The Company will continue to monitor

developments in corporate governance

practices and update its policies

to ensure AWF Madison maintains

appropriate standards of governance.

Corporate

Governance

Statement.

This statement sets out the corporate governance policies,

practices and processes followed by the Board throughout

the year. AWF Madison complies with the corporate

governance principles set out in the NZX Code of Corporate

Governance. The company also complies with the principles

in the Financial Markets Authority’s Corporate Governance

Principles and Guidelines.

The Board

The Board is responsible for the affairs and activities

of the Company. It establishes the Group’s objectives,

strategies for achieving these objectives, the overall policy

framework within which the business of the Group is

conducted, and monitors Management’s performance with

respect to these matters. The Board has delegated the

day-to-day management of the Group to the Chief Executive

Officer. Other delegations are covered in a Delegations Policy.

The Company’s Constitution and the Board Charter set out

the policies and guidelines for the operation of the Board.

Board Composition and Operations

As at 31 March 2018, the Board comprised six Directors.

Ross Keenan (Chairman), Eduard van Arkel, Julia Hoare

and Nick Simcock have been determined as independent

Directors as defined by NZX Listing Rule 1.6.1. Simon Hull,

and Wynnis Armour are Non-executive Directors.

The Board is elected by the shareholders of the Company.

In accordance with the Company’s constitution and the

NZX Listing Rules, one third of the Directors are required

to retire by rotation every year and may offer themselves

for re-election by shareholders.

The Board holds regularly scheduled meetings and

other meetings on an as required basis. Board papers are

circulated ahead of each meeting. The Board has access

to senior executives and external advisers to provide

further information.

Board Remuneration

Directors’ fees for the year ended 31 March 2018 totalled

$352,000. A fee of $115,000 per annum is paid to the

Chairman, $60,000 per annum to Eduard van Arkel,

Julia Hoare, Nick Simcock, Simon Hull and Wynnis Armour.

Further information is provided in the Statutory Information

section of the annual report.

The terms of any Directors’ retirement payments are as

prescribed in the Constitution and require prior approval

of shareholders in general meeting. No retirement

payments have been made to any Director.

Board Committees

The Board has five formally constituted committees of

Directors. Each Committee has a Charter or terms of

reference that establishes its purpose, structure and

responsibilities. The Committees make recommendations

to the Board and may only make decisions on matters

for which they have been given specific authority.

1. Audit, Finance and Risk Committee

The Audit, Finance and Risk Committee provides

independent review and assistance to the Board and

Chief Executive on the Company’s risk, control and

compliance framework, and its external financial

reporting and accountability responsibilities.

The Committee is comprised of a majority of independent

Directors. The members of the Committee are

Julia Hoare (Chairperson), Eduard van Arkel, Ross

Keenan, Wynnis Armour, Simon Hull and Nick Simcock.

The Committee meets at least twice per year, with

external auditors of the Company and the AWF Madison

executives responsible for internal audit management

from within the Company in attendance. The Committee

also meets with the external auditors with AWF Madison

executives absent.


CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT

2120
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Diversity

The Company has a diversity policy in place (refer to the

website), consistent with the Directors’ belief that a diverse

workforce contributes to improved business performance,

enables innovation and enhances the Company’s relationship

with its customers.

In accordance with NZX’s Listing Rule requirements, the

gender breakdown of AWF Madison Group Limited’s Board

of Directors and Officers as at 31 March 2018 is:

Directors’ and Officers’ indemnity and insurance

The Company has insured all its Directors and Officers and

the Directors of its subsidiaries against liabilities to other

parties (except the Company or a related party of the

Company) that may arise from their position as Directors.

The insurance does not cover liabilities arising from

criminal actions.

The Company and Officers have executed Deeds of Indemnity

with Directors, indemnifying them to the extent permitted

by section 162 of the Companies Act 1993.

Risk Management

The Board is responsible for ensuring that key business

and financial risks are identified and appropriate controls

and procedures are in place to effectively manage those

risks. In managing the Company’s business risks, the Board

approves and monitors policy and process in such areas as

internal audit, treasury management, financial performance

and capital expenditure. The Board also monitors expenditure

against approved projects and approves the capital plan.

A Risk Framework is in place (refer to the website).

Principles:

• creates and protects value;

• is an integral part of all AWF Madison’s processes;

• is part of the decision-making process;

• explicitly addresses uncertainty;

• is systematic, structured and timely;

• is based on the best available information; and encourages

open communication;

• is tailored to AWF Madison;

• takes human, cultural factors and diversity into account;

• is transparent and inclusive;

• is dynamic, iterative and responsive to change; and

• facilitates continual improvement.

The Company has insurance policies in place covering most

areas of risk to its assets and business. Policies are reviewed

and renewed annually with reputable insurers.

Directors may seek their own independent professional

advice to assist with their responsibilities. During the 2018

financial year no Director sought their own independent

professional advice.

Interests Register

The Board maintains an Interests Register. In considering

matters affecting the Company, Directors are required to

disclose any actual or potential conflicts. Where a conflict

or potential conflict has been disclosed, the Director takes

no further part in receipt of information or participation in

discussions on that matter.

Disclosure/Shareholder Relations

The Company has a Continuous Disclosure Policy and

procedures in place to ensure key financial and material

information is communicated to the market in a clear and

timely manner.

Consistent with best practice and a policy of continuous

disclosure, external communications that may contain

market sensitive data are released through NZX in the first

instance. Further communication is encouraged with press

releases through mainstream media.

The Company’s website is actively used as a portal

for shareholder reports, news releases and other

communications released to shareholders and media.

The Board formally reviews its proceedings at the

conclusion of each meeting to determine whether there

may be a requirement for a disclosure announcement.

2. Remuneration Committee

The Remuneration Committee’s purpose is to establish

sound remuneration policies and practices that attract

and retain high performing Directors and senior

executives. The Committee ensures that executives and

Directors are rewarded having regard to the Company’s

long term performance. The policies adopted are intended

to align shareholder interests and employee interests by

demonstrating a clear relationship between shareholder

value and executive performance.

The members of the Committee are Wynnis Armour

(Chairperson), Simon Hull, Eduard van Arkel, Julia Hoare,

Ross Keenan and Nick Simcock.

The Committee meets at least annually to review senior

executive remuneration and incentives.

3. Nominations Committee

The Nominations Committee assists the Chairman

with an annual evaluation of the Board and Director

performance; to determine Director Independence and

to identify and recommend to the Board individuals for

nomination as members of the Board and its Committees.

All of the Board are members of this Committee.

The Committee meets at least annually.

4. Health & Safety Committee

The role of this Committee is to assist the Board to

fulfil its responsibilities and to ensure compliance with

all legislative and regulatory requirements in relation

to the health and safety practices of the Company as

those activities affect employees and contractors.

It ensures that the Committee members themselves

are aware of their own responsibilities and duties

under legislation, and the business continually strives

to achieve best business practice in relation to Health

& Safety practices.

The members of this Committee are Simon Hull

(Chairman), Wynnis Armour, Eduard van Arkel, Julia

Hoare, Ross Keenan and Nick Simcock.

The Committee members participate in meetings of

and reviews monthly reports presented by the Group

Operations Health and Safety Committee that meets

formally on a monthly (10 x per year) basis.

5. Organisation Committee

The Organisation Committee acts as a reference point

for the Chief Executive in matters around organisational

change as required from time to time. The Committee is

also responsible for assisting the Board in the application

of remuneration policies and best practice for the Board,

Chief Executive and Senior Management.

The members of the Committee are Wynnis Armour

(Chairperson), Ross Keenan, Simon Hull, Julia Hoare,

Nick Simcock and Eduard van Arkel.

Remuneration of Auditors

Details of remuneration paid to Auditors are set out in

A2 of the Financial Statements.

Non-Audit Services

The External Financial Auditors Independence Policy sets

out the Company’s position in regard to non-audit services.

Deloitte Limited are the auditors of AWF Madison Group

Limited and whilst its main role is to provide audit services

to the Company, the Company does employ their specialist

advice where appropriate. In each instance, the Board has

considered the nature of the advice sought in context of the

audit relationship. In accordance with the advice received

from the Audit, Finance and Risk Committee, the Board does

not consider these services have compromised the auditor

independence for the following reasons:

All non-audit services have been reviewed by the Audit,

Finance and Risk Committee to ensure they do not impact

the impartiality and objectivity of the auditor;

None of the services undermined the general principles

relating to auditor independence, including not reviewing

or auditing the auditor’s own work, not acting in a

management or decision-making capacity for the Company,

not acting as advocate for the Company or not jointly

sharing economic risk or rewards.

Share Trading

The Company has adopted a Securities Trading policy that

sets out the formal procedures Directors and employees are

required to follow to ensure compliance with the Financial

Markets Conduct Act 2013 (refer to the website).

CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT

2018 2017

MALE FEMALE MALE FEMALE

NUMBER OF DIRECTORS 4* 2 3 2

PERCENTAGE OF DIRECTORS 67% 33% 60% 40%

NUMBER OF OFFICERS 5 4 4 4

PERCENTAGE OF OFFICERS 56% 44% 50% 50%

*NICK SIMCOCK WAS APPOINTED ON 1 JANUARY 2018.

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
2322

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Other information

The directors are responsible on behalf of the Group for

the other information. The other information comprises

the information in the Annual Report that accompanies

the consolidated financial statements and the audit report.

The Annual Report is expected to be made available to us

after the date of this auditor’s report.

Our opinion on the consolidated financial statements does

not cover the other information and we will not express any

form of assurance conclusion thereon.

Our responsibility is to read the other information identified

above when it becomes available and consider whether it

is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit, or

otherwise appears to be materially. If so, we are required to

report that fact.

Directors’ responsibilities for the consolidated

financial statements

The directors are responsible on behalf of the Group for the

preparation and fair presentation of the consolidated financial

statements in accordance with NZ IFRS and IFRS, and for such

internal control as the directors determine is necessary to

enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to

fraud or error.

In preparing the consolidated financial statements, the

directors are responsible on behalf of the Group for assessing

the Group’s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using the

going concern basis of accounting unless the directors either

intend to liquidate the Group or to cease operations, or have

no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the

consolidated financial statements

Our objectives are to obtain reasonable assurance about

whether the consolidated financial statements as a whole

are free from material misstatement, whether due to fraud

or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance

with ISAs and ISAs (NZ) will always detect a material

misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis

of these consolidated financial statements.

A further description of our responsibilities for the audit

of the consolidated financial statements is located on the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on use

This report is made solely to the Company’s shareholders,

as a body. Our audit has been undertaken so that we might

state to the Company’s shareholders those matters we are

required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the

Company’s shareholders as a body, for our audit work, for this

report, or for the opinions we have formed.

33

Directors’ responsibilities for

the consolidated financial

statements

The directors are responsible on behalf of the Group for the preparation and fair

presentation of the consolidatedfinancial statements in accordance with NZ IFRSand

IFRS, and for such internal control as the directors determine is necessary to enable the

preparation of consolidatedfinancial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf

of the Group for assessing the Group’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or to cease operations,

or have no realistic alternative but to do so.

Auditor’s responsibilities for

the audit of the consolidated

financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to fraud

or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs and ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial

statements is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for -assurance-practitioners/auditors-

responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on useThis report is made solely to the Company’s shareholders,as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume responsibility to anyone other than

the Company’s shareholders as a body, for our audit work, for this report, or for the

opinions we have formed.

Andrew Dick, Partner

forDeloitte Limited

Auckland, New Zealand

25 May 2017

Andrew Dick, Partner for Deloitte Limited

Auckland, New Zealand

28 May 2018

INDEPENDENT AUDITOR’S REPORT

Opinion

We have audited the consolidated financial statements of

AWF Madison Group Limited and its subsidiaries (the ‘Group’),

which comprise the statement of financial position as at

31 March 2018, and the statement of comprehensive income,

statement of changes in equity and statement of cashflows for

the year then ended, and notes to the consolidated financial

statements, including a summary of other accounting policies.

In our opinion, the accompanying consolidated financial

statements, on pages 24 to 55, present fairly, in all material

respects, the consolidated financial position of the Group as

at 31 March 2018, and its consolidated financial performance

and cash flows for the year then ended in accordance with

New Zealand Equivalents to International Financial Reporting

Standards (‘NZ IFRS’) and International Financial Reporting

Standards (‘IFRS’).

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (‘ISAs’) and International Standards

on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Consolidated Financial

Statements section of our report.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with

Professional and Ethical Standard 1 (Revised) Code of Ethics

for Assurance Practitioners issued by the New Zealand

Auditing and Assurance Standards Board and the International

Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants, and we have fulfilled our other

ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship

with or interests in the Company or any of its subsidiaries.

Key audit matters

Key audit matters are those matters that, in our professional

judgement, were of most significance in our audit of the

consolidated financial statements of the current period.

These matters were addressed in the context of our audit

of the consolidated financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate

opinion on these matters.

Key Audit MatterHow our audit addressed the key audit matter

Impairment testing of goodwill and other indefinite life

intangible assets

Goodwill of $38.6m and other indefinite life intangible assets

(brand names) of $9.4m are recorded in the consolidated

financial statements at 31 March 2018 as detailed in notes B3 and

B2 respectively.

Goodwill and other indefinite life intangible assets are tested for

impairment annually or whenever there are indicators that these

assets may be impaired.

For the purpose of impairment testing, the goodwill and other

indefinite life intangible assets are allocated to cash generating

units (CGU) as set out in notes B3 and B2. The recoverable amount

of each CGU is determined through a value in use calculation which

reflects significant unobservable inputs, including the budgeted

future operating performance, discount rate and growth rate.

We identified this as a key audit matter because of the significance

of the goodwill and other indefinite life intangible assets to the

Group’s consolidated financial statements and the judgement

involved in determining the value in use of each CGU.

We have audited the Group’s value in use calculations for

each cash-generating unit (CGU). Our procedures included,

amongst others:

• Testing the value in use calculations for arithmetic accuracy;

• Comparing the forecast performance with the approved 2019

financial year budget;

• Involving our internal specialists in assessing the growth

rates and the discount rates for reasonableness in comparison

to market data;

• Assessing the historical accuracy of the Group’s previous

forecasts by comparing prior period budgets to actual

performance; and

• Performing a sensitivity analysis on the discount rates and

growth rates.

To the Shareholders of AWF Madison Group Limited

FINANCIAL STATEMENTSFINANCIAL STATEMENTS
2524

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

AWF Madison Group Limited

Statement of Comprehensive Income

For the year ended 31 March 2018

GROUP

20182017

Note$’000$’000

RevenueA1279,303256,428

Investment revenue322

Fair value gain on settlement of Absolute IT Limited earn-out paymentF7170–

Direct costs(2,187)(2,844)

Employee benefits expenseF1(253,182)(229,150)

Depreciation and amortisation expenseA2, B1, B2(3,344)(3,003)

ImpairmentB2–(443)

Other operating expenses(12,385)(10,980)

Finance costsA2(1,297)(1,193)

Acquisition related costs expense–(262)

Profit before tax

7,1108,555

Income tax expenseA3(2,062)(2,688)

Profit for the year

5,0485,867

Other comprehensive income for the year––

Total comprehensive income for the year

5,0485,867

Earnings per share

Total basic earnings per share (cents/share)C415.518.1

Total diluted earnings per share (cents/share)C415.518.0

The notes to the Group financial statements form an integral part of these financial statements

GROUP

20182017

Note$’000$’000

Assets

Non-current assets

Property, plant and equipmentB12,4983,348

Intangible assets – goodwillB338,62038,620

Intangible assets – otherB216,07918,314

Total non-current assets57,19760,282

Current assets

Cash and cash equivalentsC66,2691,225

Trade and other receivablesC741,83045,533

Total current assets48,09946,758

Total assets105,296107,040

Equity and liabilities

Non-current liabilities

Deferred tax liabilitiesA32,7483,117

BorrowingsC836,00033,500

Total non-current liabilities38,74836,617

Current liabilities

Trade and other payablesC928,86728,107

Bank overdraftC6–108

Taxation payableA36221,636

ProvisionsF2200217

Absolute IT Limited earn-out paymentF7–3,420

Total current liabilities29,68933,488

Total liabilities68,43770,105

Net assets36,85936,935

Capital and reserves

Share capitalC227,59827,624

Treasury accountC3–(319)

Group share scheme reserveF1383450

Retained earningsC18,8789,180

Total equity36,85936,935

For and on behalf of the Board who authorise the issue of the financial statements on 28 May 2018:

ROSS KEENAN, Chair JULIA HOARE, Chair, Audit and Risk Committee

The notes to the Group financial statements form an integral part of these financial statements

AWF Madison Group Limited

Statement of Financial Position

As at 31 March 2018

FINANCIAL STATEMENTSFINANCIAL STATEMENTS
2726

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

GROUP

Share

capital

Treasury

shares

Group share

scheme

reserve

Retained

earnings

Total

equity

Note$’000$’000$’000$’000$’000

2017

Balance at 1 April27,946(641)3708,59936,274

Comprehensive income

Profit for the year–––5,8675,867

Other comprehensive income –––––

Total comprehensive income

–––5,8675,867

Transactions with shareholders

Dividends paidC5–––(5,286)(5,286)

Treasury Shares expiredC3(322)322–––

Share based paymentsF1––80–80

Total transactions with shareholders

(322)32280(5,286)(5,206)

Balance at 31 March

27,624(319)4509,18036,935

2018

Balance at 1 April27,624(319)4509,18036,935

Comprehensive income

Profit for the year–––5,0485,048

Other comprehensive income –––––

Total comprehensive income

–––5,0485,048

Transactions with shareholders

Dividends paidC5–––(5,350)(5,350)

Treasury Shares cancelledC3(90)90–––

Treasury Shares convertedC2, C366229(66)–229

Treasury Share conversion and

cancellation costs

C2(2)–––(2)

Share based paymentsF1––(1)–(1)

Total transactions with shareholders

(26)319(67)(5,350)(5,124)

Balance at 31 March

27,598–3838,87836,859

The notes to the Group financial statements form an integral part of these financial statements

GROUP

20182017

Note$’000$’000

Cashflows from operating activities

Receipts from customers282,554251,434

Payments to suppliers and employees(266,336)(240,074)

Net cash generated from operations16,21811,360

Interest received322

Interest paid(1,296)(1,193)

Income taxes paid(3,445)(2,543)

Net cash from operating activitiesC611,5097,626

Cashflows from investing activities

Proceeds from disposal of property, plant and equipment155186

Purchase of property, plant and equipmentB1(482)(2,032)

Purchase of intangible assetsB2(157)(1,104)

Net cash paid on acquisition of subsidiariesF7–(9,903)

Net cash (used in)/from investing activities(484)(12,853)

Cashflows from financing activities

Proceeds from the issue of share capitalC3229–

Share issue costs(2)–

Dividends paid to share holders of the parentC5(5,350)(5,286)

Proceeds from borrowingsC82,50033,500

Repayment of borrowingsC8–(21,000)

Repayment of vendor on settlement of Absolute IT Limited

earn-out paymentF7(3,250)–

Net cash from/(used in) financing activities(5,873)7,214

Net increase/(decrease) in cash held5,1521,987

Cash and cash equivalents at start of the year1,117(870)

Net cash and cash equivalents at end of the yearC66,2691,117

The notes to the Group financial statements form an integral part of these financial statements

AWF Madison Group Limited

Statement of Cashflows

For the year ended 31 March 2018

AWF Madison Group Limited

Statement of Changes in Equity

For the year ended 31 March 2018

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
2928

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

About this report.

IN THIS SECTION

The notes to the financial statements include information

that is considered relevant and material to assist the reader

in understanding changes in AWF Madison Group Limited

(“the Group”) financial position or performance.

Information is considered relevant and material if:

• the amount is significant because of its size and nature;

• it is important for understanding the results of the Group;

• it helps explain changes in the Group’s business; or

• it relates to an aspect of the Group’s operations that is

important to future performance.

AWF Madison Group Limited is a listed company incorporated

and domiciled in New Zealand. The address of its registered

office and principal place of business is disclosed in the

directory to the annual report. The principal services of the

Group are the supply of temporary staff, contractor resource

and recruitment of permanent staff.

BASIS OF PREPARATION

These financial statements have been prepared:

• in accordance with New Zealand Generally Accepted

Accounting Practices in New Zealand (“NZ GAAP”).

They comply with New Zealand equivalents to International

Financial Reporting Standards (“NZ IFRS”), International

Financial Reporting Standards (“IFRS”) and other

applicable Financial Reporting Standards as appropriate

for profit-orientated entities;

• in accordance with the requirements of the Financial

Market Conduct Act 2013, the Companies Act 1993, and

the NZX listing rules;

• on the basis of historical cost, modified by revaluation

of certain assets and liabilities; and

• in New Zealand dollars, with values rounded to thousands

($000) unless otherwise stated.

The financial statements were authorised for issue by the

directors on 28 May 2018.

Adoption of new and revised Standards and Interpretations

New standards and amendments and interpretations to

existing standards that came into effect during the current

accounting period beginning on 1 April 2017

• Disclosure Initiative (Amendments to NZ IAS 7 Statement

of Cash Flows)

Entities are now required to explain changes in their

liabilities arising from financing activities. This includes

changes arising from cash flows (eg drawdowns and

repayments of borrowings) and non-cash changes such

as acquisitions, disposals, accretion of interest and

unrealised exchange differences.

The adoption of Amendments to NZ IAS 7 ‘Statement

of Cash Flows’’ has had a disclosure only impact on

the Group’s financial statements for the year ended

31 March 2018.

New standards and amendments and interpretations to

existing standards that are not yet effective for the current

accounting period beginning on 1 April 2017

The Group have not early adopted any new standards,

amendments and interpretations that have been issued but

are not yet effective.

The new standards, amendments and interpretations that

will have an impact on the Group are discussed below and the

Group intends to adopt these new standards, amendments

and interpretations when they become mandatory.

• NZ IFRS 9 Financial Instruments

NZ IFRS 9, ‘Financial instruments’, addresses the

classification, measurement and recognition of financial

assets and financial liabilities. It replaces the guidance

in NZ IAS 39, ‘Financial Instruments: Recognition and

Measurement’, that relates to the classification and

measurement of financial instruments. IFRS 9 retains but

simplifies the mixed measurement model and establishes

three primary measurement categories for financial assets:

amortised cost, fair value through other comprehensive

income (‘OCI’) and fair value through profit and loss. The

basis of classification depends on the entity’s business

model and the contractual cash flow characteristics of the

financial asset.

There is now a new expected credit losses impairment

model that replaces the incurred loss impairment model

used in NZ IAS 39. For financial liabilities, there were

no changes to classification and measurement, except

for the recognition of changes in own credit risk in other

comprehensive income, for liabilities designated at fair

value through profit or loss.

The effective date is annual reporting periods beginning

on or after 1 January 2018.

The indicative impacts of implementing NZ IFRS 9 are

as follows:

Classification and measurement of financial instruments:

The Group’s financial assets currently include only those

measured at amortised cost. The Group anticipates that the

classification and measurement of its financial assets will

remain unchanged under NZ IFRS 9.

Impairment model change from incurred losses to expected

credit losses:

The introduction of the expected credit losses impairment

model is expected to involve a change in the timing of when

impairment losses are recognised.

With regards to the Group’s trade receivables, the Group’s

incurred credit losses from these financial assets have

historically not been material (with the exception of

one significant debtor over the past two years which is

considered to be an isolated case). Consequently the

introduction of the expected credit losses impairment

model is not expected to have a material impact on the

Group’s financial statements, given the Group’s low

exposure to counterparty default risk as a result of the

Group’s credit risk management processes that are

in place.

The Group will adopt NZ IFRS 9 no later than the accounting

period beginning on 1 April 2018.

• NZ IFRS 15 Revenue from Contracts with Customers

NZ IFRS 15 ‘Revenue from Contracts with Customers’ will

replace NZ IAS 18 ‘Revenue’.

NZ IFRS 15 provides a five-step model to be applied

to the recognition of revenue arising from contracts

with customers:

• identify the contract with the customer;

• identify the performance obligations in the contract;

• determine the transaction price;

• allocate the transaction price to the performance

obligations in the contract; and

• recognise revenue when (or as) the entity satisfies a

performance obligation.

NZ IFRS 15 also introduces new disclosures for revenue.

Under NZ IFRS 15 the Group would recognise revenue when

(or as) it satisfies a performance obligation by transferring

a promised service to a customer (which is when the

customer obtains control of that service). A performance

obligation may be satisfied at a point in time (e.g. upon the

supply or recruitment of staff) or over time (e.g. consulting

services). For a performance obligation satisfied over time,

the Group will select an appropriate measure of progress to

determine how much revenue should be recognised as the

performance obligation is satisfied.

The effective date is annual reporting periods beginning on

or after 1 January 2018.

Currently the the Group’s revenue is earned from the

following:

• supply of temporary staff (to industry, commerce and IT);

• recruitment of contract and permanent staff (to

commerce and IT); and

• organisational development related consulting services.

The Group has undertaken a preliminary assessment on

the possible impact NZ IFRS 15 will have on the Group’s

financial statements. The preliminary analysis indicates

that the standard is unlikely to have a material impact

however further analysis is ongoing.

The Group will adopt NZ IFRS 15 no later than the

accounting period beginning on 1 April 2018.

• NZ IFRS 16 Leases

NZ IFRS 16 ‘Leases’ will replace NZ IAS 17 ‘Leases’.

NZ IFRS 16 eliminates the distinction between operating

and finance leases for lessees and will result in

lessees bringing most leases onto their Statements of

Financial Position.

The main changes affect lessee accounting only – lessor

accounting is mostly unchanged from NZ IAS 17.

NZ IFRS 16 introduces the following:

• Use of a control model for the identification of leases.

This model distinguishes between leases and service

contracts on the basis of whether there is an identified

asset controlled by the customer.

• Distinction between operating and finance leases is

removed. Assets (a right-of-use asset) and liabilities

(a lease liability reflecting future lease payments) will

now be recognised in respect of all leases, with the

exception of certain short-term leases and leases of

low value assets.

The effective date is annual reporting periods beginning

on or after 1 January 2019. Earlier application is permitted,

if NZ IFRS 15 Revenue from Contracts with Customers has

also been adopted.

The indicative impacts of implementing NZ IFRS 16 are as

follows for all leases that the Group is a party to:

Initial recognition and measurement:

• Recognition of a right of use (‘ROU’) asset. Initial

measurement of the ROU asset would include the initial

present value of the lease liability, the initial direct costs,

prepayments made to lessor, less any lease incentives

received from the lessor and restoration, removal and

dismantling costs; and

• Recognition of a lease liability, which would reflect

the initial measurement of the present value of lease

payments, including reasonably certain renewals.

Subsequent measurement:

• ROU asset: Depreciate the ROU asset based on NZ IAS

16 Property, plant and equipment.

• Lease liability: Accrete liability based on the effective

interest method, using a discount rate determined at

lease commencement (as long as a reassessment and

a change in the discount rate have not occurred) and

reduce the liability by payments made.

NZ IFRS 16 will have a material impact on the Group’s

financial statements and will be dependent on the leases

that the Group is a party to as at the beginning of the

comparative accounting period presented in the Group’s

financial statements for the year ended 31 March 2020.

The Group’s operating lease commitments as at 31 March

2018 are set out in note F4, however, measurement of

the lease liability and asset under NZ IFRS 16 is yet to be

fully assessed.

The Group will adopt NZ IFRS 16 no later than the

accounting period beginning 1 April 2019.

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
3130

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

This section explains the financial performance of the Group,

providing additional information about individual items in the

Statement of Comprehensive Income, including:

(a) accounting policies, judgments and estimates that are

relevant for understanding items recognised in revenue.

(b) analysis of the Group’s performance for the year by

reference to key areas including: performance by

segment, expenses and taxation.

A1 SEGMENT PERFORMANCE

The directors have identified the following reportable

segments:

Temporary staffing to industry

The Group operates branches under the brand names AWF

Labour, AWF Manufacturing and Logistics, AWF Trades and

Tradeforce Recruitment in major towns and cities throughout

New Zealand. These brands derive their revenues from

temporary staffing services to industry and are considered

to be one operating segment and one reportable segment for

which discrete financial information is available and whose

operating results are regularly reviewed by the Group’s chief

operating decision maker.

Temporary, contract and permanent staff services

to commerce

The Group operates branches under the brand names

Madison Recruitment, Madison Force, Interim Taskforce

and Absolute IT (from November 2016) in major cities

throughout New Zealand. These brands derive their revenues

from temporary, contract and permanent staff services

to commerce and are considered to be one operating

segment and one reportable segment for which discrete

financial information is available and whose operating

results are regularly reviewed by the Group’s chief operating

decision maker.

The Group’s reportable segments under NZ IFRS 8 Operating

Segments are therefore as follows:

• Temporary staffing services to industry

• Temporary, contract and permanent staff services

to commerce

All revenues from external customers, and non-current

assets other than financial instruments, deferred tax assets,

post-employment benefit assets, and rights arising under

insurance contracts are attributed to the Group’s country

of domicile.

A. Financial Performance

IN THIS SECTION

Segment revenueSegment profit

2018201720182017

SEGMENT REVENUE AND RESULTS$’000$’000$’000$’000

Continuing operations

Temporary staffing to industry130,416157,7144,8588,726

Temporary, contract and permanent staff

services to commerce148,88798,7145,9633,387

Total for continuing operations279,303256,42810,82112,113

Other income322

Central administration costs and directors fees(2,446)(2,367)

Finance costs(1,297)(1,193)

Profit/(loss) before tax7,1108,555

Income tax expense(2,062)(2,688)

Profit for the year5,0485,867

Revenue reported above represents revenue generated from external customers. Inter-segment sales in the year were

$568,139 (2017: $730,340) and have been eliminated from the above table. Inter-segment sales were eliminated from the

originating segment; Temporary, contract and permanent staff services to commerce. No one customer accounts for more

than 10% of the Group’s revenue (2017: none).

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in this report.

Segment profit represents the profit earned by each segment without allocation of central administration costs and directors’

salaries, investment revenue, finance costs, and income tax expense. This is the same measure reported to the chief operating

decision maker for the purpose of resource allocation and assessment of segment performance.

OTHER ACCOUNTING POLICIES

Accounting policies that are relevant to an understanding

of the financial statements (other than those provided

throughout the notes to the financial statements) are

set out below:

Revenue recognition

Revenue is measured at the fair value of the consideration

received or receivable.

Rendering of services

Revenue from the provision of services is recognised when

the services are provided. Permanent placement fees are

recognised in the accounting period when a candidate

accepts an offer of employment. Temporary and contractors

placements fees are recognised when services are provided.

Dividend and interest revenue

Dividend and interest revenue is presented as investment

revenue in the statement of comprehensive income.

Dividend revenue from investments is recognised when the

shareholder’s right to receive payment has been established.

Interest revenue is accrued on a time basis using the effective

interest method.

Impairment of tangible and intangible assets

excluding goodwill

At the end of each reporting period, the Group reviews the

carrying amounts of its tangible and intangible assets to

determine whether there is any indication that those assets

have suffered an impairment loss. If any such indication

exists (and at least annually for indefinite life intangible

assets) the recoverable amount of the asset is estimated in

order to determine the extent of the impairment loss (if any).

The recoverable amount is the higher of an asset’s fair value

less costs to sell and value in use. In assessing value in use,

the estimated cash flows are discounted to their present value

using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific

to the asset for which the estimates of future cash flows have

not been adjusted.

If the recoverable amount of an asset is estimated to be less

than its carrying amount, the carrying amount of the asset

is reduced to its recoverable amount. An impairment loss

is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the

carrying amount of the asset is increased to the revised

estimate of its recoverable amount, but the increased carrying

amount does not exceed the carrying amount that would have

been determined had no impairment loss been recognised

for the asset in prior periods. A reversal of an impairment loss

is recognised immediately in profit or loss.

Financial liabilities and equity

Financial liabilities and equity instruments issued by the

Group are classified according to the substance of the

contractual arrangements entered into and the definitions

of a financial liability and an equity instrument. An equity

instrument is any contract that evidences a residual interest

in the assets of the Group after deducting all of its liabilities.

All of the financial liabilities of the Group, which include trade

and other payables and borrowings, are classified as financial

liabilities and initially recognised at fair value less transaction

costs and subsequently at amortised cost.

Equity instruments issued by the Group are recorded at the

proceeds received, net of direct issue costs.

KEY JUDGMENTS AND SOURCES

OF ESTIMATION UNCERTAINTY

In the process of applying the Group’s accounting policies

and the application of accounting standards, the directors

are required to make a number of judgments, estimates

and assumptions about the carrying amounts of assets and

liabilities that are not readily available from other sources.

These estimates and associated assumptions are based

on historical experience and various other matters that

are considered to be appropriate under the circumstances.

Actual results may differ from these estimates.

Judgments and sources of estimation uncertainty that are

considered material to understand the performance of the

Group are found in the following notes:

Note – A1

Identification of operating segments

Note – B2

Amortisation of identifiable intangible assets

Note – B3

Testing the carrying value of goodwill

Note – F2

Rehabilitation under the ACC Partnership programme

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
3332

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

20182017

SEGMENT ASSETS$’000$’000

Temporary staffing to industry33,86537,907

Temporary, contract and permanent staff services to commerce70,46469,055

Total segment assets104,329106,962

Unallocated assets96778

Total assets105,296107,040

For the purposes of monitoring segment performance and allocating resources between segments, the chief operating decision

maker monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable

segments other than cash, cash equivalents and tax assets of the parent.

20182017

SEGMENT LIABILITIES$’000$’000

Temporary staffing to industry10,61813,032

Temporary, contract and permanent staff services to commerce19,45517,682

Total segment liabilities30,07330,714

Unallocated liabilities38,36439,391

Total liabilities68,43770,105

For the purposes of monitoring segment performance and allocating resources between segments, the chief operating decision

maker monitors the liabilities attributable to each segment. All liabilities are allocated to reportable segments other than bank

loans and tax liabilities of the parent.

The prior period segment assets, liabilities, depreciation and amortisation and net additions to non-current assets have been

restated to more accurately align the segment values and provide consistency with the current year presentation. The restatement

to segment assets and liabilities is a reallocation of $13.8m comprising certain current and non-current assets, including

deferred tax. The restatement of net additions to non-current assets is a reallocation of $1.3m.

Depreciation

and amortisationImpairmentEmployee benefits

Net additions to

non-current assets

20182017201820172018201720182017

OTHER SEGMENT INFORMATION$’000$’000$’000$’000$’000$’000$’000$’000

Temporary staffing to industry683937–443116,738139,425(1,074)1,646

Temporary, contract and permanent

staff services to commerce2,6612,066––135,39788,486(2,425)11,739

Unallocated––––1,0471,239––

Total 3,3443,003–443253,182229,150(3,499)13,385

KEY JUDGMENTS AND ESTIMATES – OPERATING SEGMENTS

(a) Goodwill has been allocated to reportable segments as described in note B3. Assets used jointly by reportable segments are

allocated on the basis of the revenues earned by individual reportable segments

(restated)

(

restated)

(

restated)

A2 EXPENSES

GROUP

20182017

Note$’000$’000

BAD AND DOUBTFUL DEBTS EXPENSE

Bad and doubtful debts expense221467

Total bad and doubtful debts expense221467

DEPRECIATION AND AMORTISATION EXPENSE

Depreciation of property, plant and equipmentB1952731

Amortisation of intangible assetsB22,3922,272

Total depreciation and amortisation expense3,3443,003

IMPAIRMENT EXPENSE

Intangible assets – Computer softwareB2–443

Total impairment expense–443

FINANCE COSTS

Interest on bank overdrafts and loans1,2971,186

Other interest expense–7

Total finance costs1,2971,193

AUDITOR’S REMUNERATION TO DELOITTE FOR:

Audit of the financial statements

Audit of the financial statements162179

Other services

Due diligence services for tax–22

Total auditor’s remuneration to Deloitte162201

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
3534

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

A3 TAXATION

Accounting Policy – current tax

1 Income tax expense represents the sum of the tax currently

payable and deferred tax.

2 Taxable profit differs from profit before tax reported in

the income statement as it excludes items of income and

expense that are taxable or deductible in other years and

also excludes items that will never be taxable or deductible.

3 Current and deferred tax are recognised as an expense

or income in profit or loss, except when they relate to

items recognised in other comprehensive income or

directly in equity, in which case the tax is also recognised

in other comprehensive income or directly in equity, or

where they arise from the initial accounting for a business

combination. In the case of a business combination,

the tax effect is taken into account in calculating goodwill

or in determining the excess of the acquirer’s interest

in the net fair value of the acquiree’s identifiable assets,

liabilities and contingent liabilities over the cost of the

business combination.

4 Income tax expense is the income assessed on taxable

profit for the year.

5 AWF Madison Group Limited’s liability for current tax

is calculated using tax rates that have been enacted at

balance date, being 28% (2017: 28%) for New Zealand.

GROUP

20182017

INCOME TAX EXPENSE$’000$’000

Current tax

In respect of current year 2,2123,651

In respect of prior year 219–

2,4313,651

Deferred tax

In respect of current year (150)(963)

In respect of prior year (219)–

(369)(963)

Total tax expense2,0622,688

Reconciliation to profit before tax

Profit before income tax7,1108,555

Income tax at applicable rates1,9912,395

Tax effect of expenses that are not deductible in determining taxable profit71293

Income tax expense2,0622,688

Effective tax rate for the year29.0%31.4%

GROUP

20182017

CURRENT TAX ASSETS AND LIABILITIES$’000$’000

Current tax liabilities

Income tax payable6221,636

Total current tax liabilities6221,636

Accounting Policy – deferred tax

1 Deferred tax is recognised on differences between the

carrying amounts of assets and liabilities in the financial

statements and the corresponding tax bases used in the

computation of taxable profit, and is accounted for using the

balance sheet liability method. Deferred tax liabilities are

generally recognised for all taxable temporary differences

and deferred tax assets are recognised to the extent

that it is probable that taxable profits will be available

against which deductible temporary differences can be

utilised. Such assets and liabilities are not recognised if

the temporary difference arises from goodwill or from the

initial recognition (other than in a business combination)

of other assets and liabilities in a transaction that affects

neither the taxable profit nor the accounting profit.

2 Deferred tax liabilities are recognised for taxable temporary

differences arising on investments in subsidiaries, except

where the Group is able to control the reversal of the

temporary difference and it is probable that the temporary

difference will not reverse in the foreseeable future.

3 The carrying amount of deferred tax assets is reviewed at

each balance sheet date and reduced to the extent that it

is no longer probable that sufficient taxable profits will be

available to allow all or part of the assets to be recovered.

4 Deferred tax is calculated at the tax rates that are expected

to apply in the period when the liability is settled or the

asset realised based on tax rates that have been enacted

or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets

reflects the tax consequences that would follow from the

manner in which the Group expects, at the reporting date,

to recover or settle the carrying amounts of its assets and

liabilities.

5 Deferred tax assets and liabilities are offset when there

is a legally enforceable right to set off current tax assets

against current tax liabilities and when they relate to

income taxes levied by the same taxation authority and the

Group intends to settle its current tax assets and liabilities

on a net basis.

DEFERRED TAX BALANCES

The following are the major deferred tax assets/(liabilities) recognised by the Group, and the movements thereon, during the

current reporting period:

GROUP

ACC

levies

Staff

expense

accrual

Bad debt

provision

ACC

rehabilitation

claims

Identifiable

intangible

assets

Total

$’000$’000$’000$’000$’000$’000

At 1 April 2016731,279215125(3,973)(2,281)

Prior period adjustment–(154)––(47)(201)

Business combination––––(1,598)(1,598)

Charge (credit to profit or loss for the year)35214111(64)667963

As at 31 March 20171081,33932661(4,951)(3,117)

Prior period adjustment(3)206(75)–91219

Charge (credit to profit or loss for the year)(68)(140)(166)(5)529150

As at 31 March 2018371,4058556(4,331)(2,748)

GROUP

20182017

IMPUTATION BALANCES$’000$’000

Imputation credits available for subsequent reporting periods based on a tax rate of 28%8,6317,376

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

• Imputation credits that will arise from the payment of the amount of the provision for income tax; and

• Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date.

The consolidated amounts include imputation credits that would be available to the parent entity if subsidiaries paid dividends.

The imputed portions of the final dividends recommended after reporting date will be imputed out of existing imputation credits

or out of imputation credits arising from the payment of income tax in the next reporting period.

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
3736

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

The following diminishing value rates are used for the depreciation of property, plant and equipment

Motor vehicles 25 to 36%

Fixtures and fittings 10 to 60%

Leasehold improvements 4 to 14%

GROUP

Motor VehiclesFixtures and

equipment

Leasehold

Improvements

Total

Note$’000$’000$’000$’000

Cost1,4332,7111,0245,168

Less accumulated depreciation(969)(1,795)(482)(3,246)

Net book value at 1 April 20164649165421,922

Additions1311,5673022,000

Business combinations–78183261

Disposals – cost(555)(144)–(699)

Depreciation expenseA2(138)(505)(88)(731)

Eliminations on disposal – depreciation478117–595

Net book value at 31 March 20173802,0299393,348

Additions51305126482

Business combinations––––

Disposals – cost(318)(416)(493)(1,227)

Depreciation expenseA2(114)(742)(96)(952)

Eliminations on disposal – depreciation260336251847

Net book value at 31 March 20182591,5127272,498

Cost1,0024,4371,3936,832

Less accumulated depreciation(743)(2,925)(666)(4,334)

Net book value at 31 March 20182591,5127272,498

B. Assets used to generate income

This section shows the assets the Group uses to generate

operating income. In this section of the notes there is

information about:

In this section there is information about:

(a) property, plant and equipment

(b) intangible assets

(c) goodwill

B1 PROPERTY, PLANT AND EQUIPMENT

Accounting policy

1 Fixtures and equipment, motor vehicles and leasehold

improvements are stated at cost less accumulated

depreciation and any accumulated impairment losses.

2 Depreciation is charged so as to write off the cost of assets,

over their estimated useful lives using the diminishing

value method.

3 The gain or loss arising on the disposal or retirement of

an item of property, plant and equipment is determined as

the difference between the sales proceeds and the carrying

amount of the asset and is recognised in profit or loss.

IN THIS SECTION

B2 INTANGIBLE ASSETS

Accounting policy

1 Intangible assets acquired in a business combination are

identified and recognised separately from goodwill where

they satisfy the definition of an intangible asset and their

fair values can be measured reliably. The cost of such

intangible assets is their fair value at the acquisition date.

2 Intangible assets acquired separately with finite useful

lives are carried at cost less accumulated amortisation

and accumulated impairment losses. Amortisation is

recognised on a straight-line basis over their estimated

useful lives. The estimated useful life and amortisation

method are reviewed at the end of each reporting period,

with the effect of any changes in estimate being

accounted for on a prospective basis.

3 Intangible assets acquired separately with indefinite

useful lives are not amortised and are reviewed for

impairment on an annual basis and whenever there is an

indication that the asset may be impaired as per NZ IAS 36

Impairment of Assets (refer also B3).

Other intangible assets (excluding goodwill) represent the value of client relationships, brand names and restraints of trade

acquired through business combinations (where the economic value can reliably be assessed) and computer software.

GROUP

Computer

Software

Customer

Relationships

Brand

Name

Restraint

of Trade

Total

Note$’000$’000$’000$’000$’000

Cost2,02510,5067,46544120,437

Less accumulated amortisation(794)(5,274)–(178)(6,246)

Net book value at 1 April 20161,2315,2327,46526314,191

Additions1,130–––1,130

Business combinations–2,8651,9808635,708

Amortisation expenseA2(480)(1,659)–(133)(2,272)

Impairment(443)–––(443)

Net book value at 31 March 20171,4386,4389,44599318,314

Additions157–––157

Business combinations–––––

Amortisation expenseA2(238)(1,937)–(217)(2,392)

Impairment–––––

Net book value at 31 March 20181,3574,5019,44577616,079

Cost2,86913,3719,4451,30426,989

Less accumulated amortisation(1,512)(8,870)–(528)(10,910)

Net book value at 31 March 20181,3574,5019,44577616,079

The amortisation expense has been included in the line item

“depreciation and amortisation expense” in the Statement of

Comprehensive Income.

Brand names of:

• $7.465 million identified and recognised from the Madison

acquisition are allocated to the Madison Group cash

generating unit; and

• $1.980 million identified and recognised from the Absolute

IT acquisition are allocated to the Absolute IT cash

generating unit.

The year ended 31 March 2017 impairment related to software

that is no longer in use by the Group. The impairment related

to the software utilised by the ‘AWF Limited’ cash generating

unit (refer to note B3) which is included in the ‘Temporary

staffing to industry’ operating segment (refer to note A1).

The recoverable amount of the software was $Nil.

KEY JUDGMENTS AND SOURCES OF ESTIMATION

UNCERTAINTY

Computer software is amortised at a rate of 14.3% to 20.0%

from the time it is brought into use.

Brand names are considered to have an indefinite life as they

have no determinable limit to the period over which the brand

is expected to generate cash flows for the Group.

The useful lives of customer relationships and restraint of

trade used in the calculation of amortisation ranges from

4 to 6 years based on directors views of the asset life.

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
3938

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

B3 GOODWILL

Accounting policy

Goodwill arising on the acquisition of a subsidiary is recognised

as an asset at the date that control is acquired (the acquisition

date). Goodwill is measured as the excess of the sum of the

consideration transferred, the amount of any non-controlling

interest in the acquiree and the fair value of the acquirer’s

previously held equity interest (if any) in the acquiree over the

fair value of the identified net assets recognised.

Goodwill is not amortised, but is reviewed for impairment at

least annually. For the purpose of impairment testing, goodwill

is allocated to each of the Group’s cash generating units

expected to benefit from the synergies of the combination.

Cash generating units to which goodwill and indefinite

life intangible assets have been allocated are tested for

impairment annually, or more frequently when there is an

indication that the unit may be impaired. The recoverable

amount is the higher of fair value less cost to sell and the value

in use. If the recoverable amount of the cash generating unit is

less than the carrying amount of the unit, the impairment loss

is allocated first to reduce the carrying amount of any goodwill

allocated to the unit and then to the other assets of the unit

pro-rata on the basis of the carrying amount of each asset

in the unit. Any impairment loss on goodwill is recognised

immediately in profit or loss and is not subsequently reversed.

GROUP

20182017

$’000$’000

Balance at 1 April38,62030,784

Business combinations–7,836

Net book value as at 31 March38,62038,620

Allocation to cash generating units

AWF – Temporary staffing to industry10,56110,561

Madison Recruitment – Temporary, contract and permanent staff services to commerce20,22320,223

Absolute IT – Temporary, contract and permanent staff services to commerce7,8367,836

Total goodwill38,62038,620

Annual test for impairment

The Group tests goodwill annually for impairment or more

frequently if there are indications that goodwill might

be impaired.

The recoverable amount of each cash-generating unit is

determined from value in use calculations which use a

discounted cash flow analysis. The key assumptions for the

value in use calculations are those regarding the discount rates,

growth rates and forecast financial performance. Management

estimates discount rates using rates that reflect current market

assumptions of the time value of money and risk specific to

the cash generating units. The growth rates are based on

management’s best estimate. Changes in selling price and

direct costs are based on past practices and expectations of

future changes in the market.

The Group prepares cash flow forecasts derived from the

most recent financial budgets approved by the Board for the

subsequent year and estimates of future cash flows based

on an estimated growth rate of 1.5% (2017: 1.5%). This rate

does not exceed the average long-term growth rate for the

relevant markets.

The discount rate used to discount the forecast cash flows is

9.85% (2017: 9.85%). The discount and growth rates have been

consistently applied to all cash generating units.

In assessing the goodwill for impairment, a sensitivity

analysis for reasonably possible changes in key assumptions

was performed.

This included:

– reducing the estimated growth rate of growth rates by 0.5%;

– reducing the terminal growth rate by 1%; and

– increasing the discount rate by 1%.

These reasonably possible changes in rates did not result in any

impairment of goodwill.

KEY JUDGEMENTS AND SOURCES OF

ESTIMATION UNCERTAINTY

(a) Determining whether goodwill is impaired requires

an estimation of the value in use of the group of cash

generating units to which goodwill has been allocated.

The value in use calculation requires the directors to

estimate the future cash flows expected to arise from those

cash-generating units and a suitable discount rate in order

to calculate present value.

(b) Determining whether goodwill is impaired requires an

appropriate discount rate to be applied to future cashflows.

An independent assessment of Group’s weighted average

cost of capital was obtained in April 2017. The economic

environment has not significantly varied during the financial

year and therefore the discount rate has been retained at

9.85% under the Classical model (2017: 9.85%). The key

inputs into the Classical model included a risk-free rate

based on 10 year New Zealand government bonds,

a market risk premium and an equity beta based on share

prices of a selection of listed recruitment companies in the

USA and Europe.

This section explains the Group’s reserves and working

capital. In this section there is information about:

(a) equity and dividends

(b) net debt; and

(c) receivables and payables

C. Managing funding

IN THIS SECTION

C1 RETAINED EARNINGS

GROUP

20182017

RETAINED EARNINGS AND DIVIDENDSNote$’000$’000

Balance at 1 April9,1808,599

Total comprehensive income for the year5,0485,867

Dividends paidC5(5,350)(5,286)

Balance at 31 March8,8789,180

C2 SHARE CAPITAL

GROUP

2018201720182017

ORDINARY SHARE CAPITALNoteNo of SharesNo of Shares$’000$’000

Issued and fully paid:

Balance at 1 April32,463,39332,463,39327,62427,946

Cancellation of Treasury SharesC3––(90)–

Expiry of Treasury Shares–––(322)

Conversion of Treasury Shares to Ordinary SharesC3, F191,800–66–

Treasury Share conversion and cancellation costsC3––(2)–

Total 32,555,19332,463,39327,59827,624

The share capital reflected in the following note represents the ordinary share capital of AWF Madison Group Limited.

All ordinary shares carry rights to dividends and distribution on wind-up.

There are a number of share options over restricted shares with similar rights:

Restricted Shares

– 70,000 restricted shares were issued during the year.

– 91,800 restricted shares were converted to ordinary shares in the year.

– 245,000 restricted shares were cancelled during the year including the 36,000 residual treasury shares.

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
4140

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

C3 TREASURY SHARES

GROUP

2018201720182017

TREASURY SHARESNoteNo of SharesNo of Shares$’000$’000

Issued and fully paid:

Balance at 1 April127,800256,200319641

Cancellation of Treasury SharesC2(36,000)–(90)–

Expiry of Treasury Shares–(128,400)–(322)

Conversion of Treasury Shares to Ordinary SharesC2, F1(91,800)–(229)–

Total –127,800–319

Treasury shares are those ordinary shares purchased by the Group in the course of establishing an Executive Share Scheme and

converted to restricted shares.

C4 EARNINGS PER SHARE

GROUP

20182017

EARNINGS PER SHARENote$’000$’000

Comprehensive income for the year net of tax5,0485,867

Number of ordinary shares:

As at 31 MarchC232,555,19332,463,393

Weighted average number of shares for basic earnings per share32,543,95632,463,393

Total basic earnings per share (cents per share)15.518.1

Weighted average number of shares for diluted earnings per share32,543,95632,629,393

Total diluted earnings per share (cents per share)15.518.0

In 2015, the Group set up a long term incentive scheme, offering the participant stock appreciation rights (SAR’s) with a

reference price of $2.28 per SAR (refer Note F1).

At 31 March 2018 the SAR’s vesting criteria was not achieved therefore they are anti-dilutive. The SAR’s could potentially dilute

earnings per share in the future.

At 31 March 2017 the SAR’s vesting criteria was achieved and therefore if the vesting date was 31 March 2017 the SAR’s would

have been dilutive. The year ended 31 March 2017 weighted average share price was $2.49 equating to 166,220 SAR diluting

share equivalents thereby diluting the earnings per share to 18.0 cents per share for the year ended 31 March 2017.

The restricted shares detailed in Note F1 could also potentially dilute earnings per share in the future, but currently are

anti-dilutive.

C5 DIVIDENDS

GROUP

20182017

Cents per shareTotalCents per shareTotal

Recognised amounts:$’000$’000

Prior year final dividend8.202,7058.002,649

Interim dividend8.002,6458.002,637

5,3505,286

Final dividend declared8.202,6998.202,705

Subsequent event

On 28 May 2018 the directors approved the payment of a fully imputed final dividend of 8.2 cents per share (total dividend

$2,698,718) to be paid on 10 July 2018 to all shareholders registered on 29 June 2018 (2017: On 25 May 2017 the directors

approved the payment of a fully imputed final dividend of 8.2 cents per share (total dividend $2,704,950) to be paid on

4 July 2017 to all shareholders registered on 27 June 2017).

Dividend Reinvestment Plan (DRP)

The board has considered the implementation of a DRP. Subject to NZX approval, the plan will be offered to NZ resident

shareholders and will apply to the final dividend.

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
4342

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

An allowance of $303,000 (2017: $897,000) has been made for estimated unrecoverable trade and other receivables.

The credit period on sale of services is between 7 and 30 days, unless otherwise agreed. No interest is charged on trade

receivables for the first 30 days from the date of invoice. Thereafter, interest can be charged at 1.5 per cent per month on the

outstanding balance.

Before accepting a new customer, the Group conducts reference checks using external sources. Customer checks and approval

of credit limits are performed independently of the sales function, and are reviewed on an ongoing basis.

Included in trade receivables are debtors with a carrying value of $1.53 million (2017: $6.07 million) which are overdue at the

reporting date. Included in other receivables are debtors with a carrying value of $0.16 million (2017: $Nil) which are overdue

at the reporting date. In determining the level of doubtful debt provision, an assessment has been made of the collectability

of this debt. The Group does not hold any collateral over these balances.

The credit quality of trade and other receivables that are neither past due nor impaired have been assessed by reference to

their aging status subsequent to reporting date, where an individual debtors have become past due subsequent to reporting

date, the Group has undertaken an assessment of of the collectability of these debts.

GROUP

20182017

TRADE AND OTHER RECEIVABLES$’000$’000

Trade receivables37,98441,098

Less: Provision for impairment of trade receivables(143)(897)

Total trade receivables37,84140,201

Other receivables4,1495,332

Less: Provision for impairment of other receivables(160)–

Total trade and other receivables41,83045,533

PROVISION FOR IMPAIRMENT OF TRADE RECEIVABLES

Balance at 1 April897589

Impairment losses recognised143699

Write-offs to bad debts during the year(820)(163)

Impairment losses reversed(77)(228)

Balance at 31 March143897

PROVISION FOR IMPAIRMENT OF OTHER RECEIVABLES

Balance at 1 April––

Impairment losses recognised160–

Balance at 31 March160–

Total provision for impairment of trade and other receivables at 31 March303897

C7 TRADE AND OTHER RECEIVABLES

Accounting policy

Trade and other receivables are measured on initial

recognition at fair value and subsequently at amortised cost

using the effective interest method. Appropriate allowances

for estimated irrecoverable amounts are recognised in

profit and loss when there is objective evidence that the

assets impaired. The allowance recognised is measured

as the difference between the asset’s carrying amount and

the present value of estimated future cash flows discounted

at the effective interest rate computed at initial recognition.

In determining the recoverability of a trade or other receivables,

the Group considers any change in the credit quality of

the receivable from the date credit was initially granted up

to the end of the reporting period, reference to past default

experience of the counterparty and an analysis of the

counterparty’s current financial position.

C6 CASH AND CASH EQUIVALENTS

Accounting policy

Cash and cash equivalents comprise of cash held by the Group

and short-term bank deposits with an original maturity of

less than three months. The carrying amount of these assets

approximates their fair value.

For the purpose of the statement of cash flows, cash and

cash equivalents include cash on hand and in banks and

investments in money market instruments, net of outstanding

bank overdrafts.

The following terms are used in the consolidated cash flow

statement:

• Operating activities are the principal revenue producing

activities of the Group and other activities that are not

investing or financing activities;

• Investing activities are the acquisition and disposal of long

term assets and other investments not included in cash

equivalents; and

• Financing activities are activities that result in changes

in the size and composition of the contributed equity and

borrowings of the entity.

GROUP

20182017

CASH AND CASH EQUIVALENTS$’000$’000

Cash at bank6,2691,225

Bank overdraft–(108)

Total cash and cash equivalents6,2691,117

Cash at bank and bank overdraft are financial instruments that are subject to offset. The Group has a legally enforceable right to

offset and an intention to settle on a net basis. Cash at bank and bank overdraft have not been offset in the presentation of the

Group’s statement of financial position, however have been offset in the presentation of total cash and cash equivalents in the

Group’s statement of cashflows and above.

GROUP

RECONCILIATION OF NET PROFIT AFTER TAX TO

CASH FLOWS FROM OPERATING ACTIVITIES

20182017

$’000$’000

Net profit after income tax5,0485,867

Adjustments for operating activities non-cash items:

Depreciation and amortisation3,3443,003

Impairment–443

Loss on disposal of property, plant and equipment224(50)

Movement in doubtful debts provision plus bad debt write off in current year221467

Movement in deferred tax(369)(872)

Equity-settled share-based payments(2)80

Fair value gain on settlement of Absolute IT Limited earn-out payment(170)–

Total non-cash items3,2483,071

Movements in working capital excluding movements relating to purchase of subsidiaries:

(Increase)/ decrease in trade and other receivables, net of bad debt expense3,277(4,380)

Increase/(decrease) in trade and other payables9662,188

Increase/(decrease) in provisions(17)(228)

Increase/(decrease) in taxation payable(1,013)1,108

Total movement in working capital3,213(1,312)

Cash flow from operating activities11,5097,626

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
4544

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

GROUP

20182017

AGING OF TRADE AND OTHER RECEIVABLES $’000$’000

AGING OF OVERDUE TRADE RECEIVABLES THAT ARE NOT IMPAIRED

30 – 60 days8802,616

60 + days5103,457

Total past due but not impaired trade receivables1,3906,073

AGING OF OVERDUE TRADE RECEIVABLES THAT ARE IMPAIRED

30 – 60 days––

60 + days143897

Total past due and impaired trade receivables143897

Total past due trade receivables1,5336,970

AGING OF OVERDUE OTHER RECEIVABLES THAT ARE NOT IMPAIRED

30 – 60 days244256

60 + days950749

Total past due but not impaired other receivables1,1941,005

AGING OF OVERDUE OTHER RECEIVABLES THAT ARE IMPAIRED

30 – 60 days––

60 + days261–

Total past due and impaired other receivables261–

Total past due and impaired other receivables1,4551,005

Information about major customers

The Group has no customers making up more than 10% of the 2018 Group revenue (2017: none).

KEY JUDGEMENTS AND ESTIMATES – RECOVERY OF OVERDUE RECEIVABLES

The Group’s management has reviewed outstanding debtors on a branch-by-branch basis and the doubtful debt provision at

reporting date represents the best estimate of amounts that will not be collected. The concentration of credit risk is limited due

to the size of the customer base. Accordingly, the directors believe that there is no further credit provision required in excess of

the provision for doubtful debts.

C8 BORROWINGS – AT AMORTISED COST

GROUP

20182017

BORROWINGS$’000$’000

Bank loans36,00033,500

Total borrowings36,00033,500

Classified as:

Current––

Non-current36,00033,500

Total bank loans36,00033,500

Summary of borrowing arrangements

The Group has a term loan facility of $36.0 million with ASB Bank Limited of which $36.0 million was drawn as at 31 March 2018

(2017: $33.5 million).

The loan facilities are secured by cross guarantee and indemnity between AWF Limited, AWF Madison Group Limited,

AWF Christchurch Limited, Madison Recruitment Limited and Madison Force Limited.

Interest is calculated on a floating rate and the annual weighted average rate is 3.48% (2017: 4.74%). The rate is reset every

three months. The loan is an interest only loan and is repayable on 2 September 2019. The balance at 31 March 2018 was

$36.0 million (2017: $33.5 million).

The Group has an overdraft facility of $12.0 million with ASB Bank Limited. The balance of the overdraft was $Nil as at

31 March 2018 (2017: $108,000) and cash at bank was $6.269 million at 31 March 2018 (2017: $1.225 million).

The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash

changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified

in the Group’s statement of cash flows as cash flows from financing activities:

Reconciliation of liabilities arising from financing activities

GROUP

Opening balance

1 April

Financing

cash flows

(i)

Non-cash

changes

Closing balance

31 March

Note$’000$’000$’000$’000

For the year ended 31 March 2017

Borrowings

Bank loans – ANZ Bank Limited:

Commercial flexi facilityC82,500(2,500)––

Term facilityC818,500(18,500)––

Bank loans – ASB Bank Limited:

Term facilityC8–33,500–33,500

Other financial liabilitites from financing activities

Absolute IT Limited earn-out paymentF7––3,4203,420

Total21,00012,5003,42036,920

For the year ended 31 March 2018

Borrowings

Bank loans – ASB Bank Limited:

Term facilityC833,5002,500–36,000

Other financial liabilitites from financing activities

Absolute IT Limited earn-out paymentF73,420(3,250)(170)–

Total36,920(750)(170)36,000

(i) The cash flows make up the net amount of proceeds from borrowings, repayments of borrowings and repayment of other financial liabilitites in

the statement of cash flows.

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
4746

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

This section explains the financial risks the Group faces,

how these risks affects the Group’s financial position and

performance and how the Group manages these risks.

D1 FINANCIAL RISK MANAGEMENT

The Group monitors and manages the financial risks relating

to the operations of the Group. These risks include market

risks (which include interest rate risk), credit risk, liquidity

risk and capital risk management.

Currency risk

The Group does not undertake transactions in foreign

currencies and therefore has no currency risk.

Credit risk

The Group’s principal financial assets are cash and cash

equivalents, and trade and other receivables.

The credit risk on liquid funds is limited because the

counterparty is a bank with a high credit-rating assigned

by international credit-rating agencies. The maximum credit

risk on other balances is limited to their carrying values

without taking into account any collateral held.

The Group’s credit risk is primarily attributable to its trade

and other receivables. The amounts presented in the balance

sheet are net of allowances for doubtful receivables.

The Group has no significant concentration of credit risk

as its exposure is spread over a large number of customers

other than outlined in note C7.

Liquidity risk management

The Group manages liquidity risk by maintaining adequate

reserves, banking facilities and reserve borrowing facilities

by continuously monitoring forecast and actual cash flows

and matching the maturity profiles of financial assets and

financial liabilities.

Capital risk management

The Group manages its capital to ensure that the entities

in the Group will be able to continue as a going concern

while maximising the return to stakeholders through the

optimisation of the debt and equity balance. The Group’s

overall strategy remains unchanged from the prior year.

The capital structure of the Group consists of debt, which

includes the borrowings disclosed in note C8, cash and cash

equivalents (note C6) and equity attributable to equity holders

of the Group, comprising retained earnings, issued share

capital and treasury account as disclosed in notes C1, C2

and C3 respectively.

The directors review the capital structure on a periodic

basis. As part of this review the directors consider the cost

of capital and the risks associated with each class of capital.

The directors will balance the overall capital structure

through payment of dividends, new share issues, and share

buy backs as well as the issue of new debt or the redemption

of existing debt.

As referred to in Note C5 the board has been considering the

introduction of a Dividend Reinvestment Plan which is subject

to NZX approval.

D. Financial instruments used to manage risk

IN THIS SECTION

C9 TRADE AND OTHER PAYABLES

Accounting policy

Trade and other payables are initially measured at fair value,

and subsequently measured at amortised cost, using the

effective interest rate method.

Income, expenditure, assets and liabilities are recognised net

of goods and services tax (“GST”), except:

• where the amount of GST incurred is not recoverable from

the taxation authority, it is recognised as part of the cost of

acquisition of an asset or as part of an item of expense; or

• for receivables and payables which are recognised inclusive

of GST where invoiced.

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.

GROUP

20182017

TRADE AND OTHER PAYABLES$’000$’000

Trade payables6,7089,819

Goods and services tax (GST) payable5,0113,452

PAYE3,9932,715

Other payables and accruals13,15512,121

Total trade and other payables28,86728,107

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
4948

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

D2 FINANCIAL INSTRUMENTS

Accounting policy

Financial assets and financial liabilities are recognised on

the Group’s balance sheet when the Group becomes a party

to the contractual provisions of the instrument. All of the

financial assets of the Group, which include trade and other

receivables, other current assets (deposits), are classified as

loans and receivables at amortised cost. The Group’s trade

and other payables are classified as financial liabilities at

amortised cost except for the Absolute IT earn-out payment

which was classified as a financial liability at fair value

through profit or loss.

Fair value of financial instruments

The carrying amounts of financial instruments at balance date

approximate the fair value at that date.

Liquidity and interest rate risk management

The following tables detail the Group’s remaining contractual

maturity for its financial liabilities. The tables have been

drawn up based on the undiscounted cash flows of financial

liabilities based on the earliest date on which the Group

can be required to pay. The tables include both interest and

principal cash flows. To the extent that interest cash flows are

at floating rates, the undiscounted cash flows are derived from

interest rates at 31 March.

Weighted

average

effective

interest rate

Less than

1 month

1 – 3

months

3 – 12

months

1 – 5

years

5+

years

TOTAL

%$’000$’000$’000$’000$’000$’000

2018

Financial liabilities

Non-interest bearing-%17,8217,0184,028––28,867

Floating interest3.44%10320692936,516–37,754

17,9247,2244,95736,516–66,621

2017

Financial liabilities

Non-interest bearing-%17,8125,6788,037––31,527

Floating interest3.59%20920190335,206–36,519

18,0215,8798,94035,206–68,046

Sensitivity analysis

The sensitivity analysis has been based on the exposure to interest rates for borrowings and cash and cash equivalents at

31 March. The weighted average interest of cash and cash equivalents at balance date was 0.75% (2017: 0.75%).

A 50 point increase or decrease is used when reporting interest rate risk internally to key management personnel and

represents management’s assessment of the reasonably possible change in interest rates.

INTEREST RATE

+/ – 50 bps

20182017

$’000$’000

Impact on profit and equity180183

This section provides information to help readers understand

the Group’s structure and how it affects the financial position

and performance of the Group.

E1 SUBSIDIARIES

Accounting policies

Basis of consolidation

The Group financial statements comprise the financial

statements of the company and entities (including structured

entities) controlled by the company and its subsidiaries.

Control is achieved when the Group:

• has powers over the investee;

• is exposed, or has rights, to variable returns from its

involvement with the investee; and

• has the ability to use its powers to affect its returns

The Company reassesses whether or not it controls an

investee if facts and circumstances indicate that there are

changes to one or more of the three elements of control

listed above.

The results of subsidiaries acquired or disposed of during

the year are included in profit or loss from the effective

date of acquisition or up to the effective date of disposal,

as appropriate. Where necessary, adjustments are made

to the financial statements of subsidiaries to bring the

accounting policies used into line with those used by other

members of the Group.

All intra-group transactions, balances, income and expenses

are eliminated in full on consolidation.

E. Group structure

IN THIS SECTION

The consolidated financial statements include the financial statements of AWF Madison Group Limited and the subsidiaries

listed below. Subsidiaries are entities controlled, directly or indirectly, by AWF Madison Group Limited.

NAME OF SUBSIDIARY

Place of

incorporation

and operation

Proportion

of ownership

interest

Proportion

of voting

power held

Principal

activity

2018

AWF LimitedNew Zealand100%100%Labour hire

Allied Work Force Christchurch LimitedNew Zealand100%100%Labour hire

Madison Recruitment LimitedNew Zealand100%100%Recruitment

Madison Force LimitedNew Zealand100%100%Recruitment

Absolute IT LimitedNew Zealand100%100%Recruitment and

Payroll Services

2017

AWF LimitedNew Zealand100%100%Labour hire

Allied Work Force Christchurch LimitedNew Zealand100%100%Labour hire

Madison Recruitment LimitedNew Zealand100%100%Recruitment

Madison Force LimitedNew Zealand100%100%Recruitment

Absolute IT LimitedNew Zealand100%100%Recruitment and

Payroll Services

AWF Madison acquired the shares of Absolute IT Limited and its related companies on 1 November 2016.

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
5150

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

F. Other

IN THIS SECTION

This section includes the remaining information relating to the

Group’s financial statements that is required to comply with

financial reporting standards.

F1 EMPLOYEE BENEFITS AND SHARE BASED PAYMENTS

Accounting policies

1 Provision is made for benefits accruing to employees in

respect of wages and salaries, annual leave, long service

leave, and sick leave when it is probable that settlement

will be required and they are capable of being measured

reliably.

2 Provisions made in respect of employee benefits expected

to be settled within 12 months are measured at their

nominal values using the remuneration rate expected to

apply at the time of settlement.

3 Provisions made in respect of employee benefits which are

not expected to be settled within 12 months are measured

as the present value of the estimated future cash outflows

to be made by the Group in respect of services provided by

employees up to reporting date.

4 The Group operates an equity-settled share based incentive

scheme for senior staff and directors that is settled in

ordinary shares. The fair value of these share-based

payments is calculated on grant date using an appropriate

valuation model. The fair value is included in employee

benefits expense on a straight line basis over the vesting

period, based on the Group’s estimate of the number of

equity instruments that will eventually vest. The same

amount is credited to shareholders equity. At each balance

date, the Group re-assesses its estimates of the number

of equity instruments expected to vest. The impact of

the revision of original estimates, if any, is recognised

in employee benefits expense immediately, with a

corresponding adjustment to shareholders equity.

5 The Group operates an equity-settled stock appreciation

right scheme for its chief executive that is settled in

ordinary shares. The fair value of the stock appreciation

rights are treated as share based payments as per the

requirements of NZ IFRS 2 Share Based Payment. The

fair value of the SAR’s are calculated on grant date using

an appropriate valuation model. The fair value is included

in employee benefits expense on a straight line basis

over the vesting period. The same amount is credited to

shareholders equity.

GROUP

20182017

EMPLOYEE BENEFITS$’000$’000

Employee benefits250,096226,412

Employer contribution to Kiwisaver3,0872,658

Equity-settled share-based payments(1)80

Total employee benefits expense253,182229,150

GROUP

20182017

COMPENSATION OF KEY MANAGEMENT PERSONNEL$’000$’000

The remuneration of key management during the year was as follows:

Salaries and short-term benefits2,7742,291

Employer contribution to Kiwisaver9280

Equity-settled share-based payments8241

Total key management personnel compensation2,9482,412

The remuneration of directors and key executives is determined by the remuneration committee having regard to the

performance of individuals and market trends.

Employee and director share schemes

The Group has an ownership-based compensation scheme for

senior employees and directors of the Group. In accordance

with the provisions of the restricted share scheme, as

approved by shareholders, senior employees and directors

may, at the discretion of the Board, be granted the opportunity

of purchasing restricted shares at a price determined by the

Board under the rules of the scheme.

Invited participants purchase the shares by way of an interest

free loan from the Group. Participants may convert their

shares from the vesting date and only when they have repaid

the loan from the Group. The shares issued to participants

are held as security for the loan until such time the loan has

been repaid. Restricted shares are entitled to all the rights as

ordinary shares, including dividends and full voting rights, but

are not tradable until they are converted to ordinary shares

based on the terms of the scheme.

A total of 70,000 restricted shares were issued to senior staff

during the year under the terms of the Group share scheme

(28,000 Restricted E shares and 42,000 Restricted F shares).

At the same time an interest free loan was provided to staff to

purchase these shares pursuant to the terms of the scheme.

A total of 91,800 (91,800 Restricted A shares) were exercised

during the year.

A total of 182,000 shares expired during the year (36,000

Restricted A shares, 146,000 Restricted C shares) and a

total of 63,000 shares were forfeited during the year (63,000

Restricted D Shares). The corresponding interest free loan

provided to staff was cancelled.

At 31 March 2018, there were 356,000 (2017: 622,800) shares

held by staff members and corresponding loans to the value of

$914,820 (2017: $1,591,650).

The following share-based payment arrangements were in existence at 31 March 2018:

Number

Grant

date

Vesting

date

Expiry

date

Issue

price

Fair value at

grant date

RESTRICTED SHARE SERIES$$

Restricted D shares 156,00030/07/20141/07/20191/07/20202.570.87

Restricted E shares 2017 Grant52,00023/11/20161/07/20191/07/20202.570.59

Restricted F shares 2017 Grant78,00023/11/20161/01/20221/01/20232.570.79

Restricted E shares 2018 Grant28,0002/08/20171/07/20191/07/20202.640.53

Restricted F shares 2018 Grant42,0002/08/20171/01/20221/01/20232.640.82

Total356,000

The rules of the restricted share scheme (which for accounting purposes are treated as share options) allow participants to

hand back to the Group restricted shares issued to them at the grant date (or during the exercise period) should the market

price of the shares be below the exercise price. If the restricted shares are handed back to the Group, the loan from the Group

is cancelled. Due to the nature of the restricted share scheme, the scheme has been treated as a share option scheme under

NZ IFRS 2 Share-based Payment and a value placed on each restricted share in accordance with the standard.

Restricted shares are valued using Black-Scholes pricing model. Where relevant, the expected life used in the model has been

adjusted based on management’s best estimate for the effects of non-transferability, exercise, and behavioural considerations.

Expected volatility is based on the historical share price volatility over the expected term of the option. The valuation assumes

that senior employees and directors will exercise the options at the end of the allowed one-year loan repayment period.

During the year ended 31 March 2018, all remaining Restricted A and C shares were either exercised or expired

(described above).

INPUTS INTO THE MODEL

D SharesE Shares 2017

Grant

F Shares 2017

Grant

E Shares

2018 Grant

F Shares

2018 Grant

Grant date30/07/201423/11/201623/11/20162/08/20172/08/2017

Vesting date1/07/20191/07/20191/01/20221/07/20191/01/2022

Share price at grant date$2.45$2.55$2.55$2.70$2.70

Exercise Price$2.57$2.57$2.57$2.64$2.64

Days until vesting1,7979501,8656981,613

Expected life (years)4.902.605.101.904.40

Risk Free Rate4.0%2.4%2.4%2.2%2.5%

Annualised Volatility30.0%26.5%26.5%23.1%26.2%

Option Value0.870.590.790.530.82

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
5352

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

The weighted average fair value of the restricted shares granted under the restricted share scheme during the year was $0.70

(2017: $0.71)

The following reconciles the outstanding restricted shares granted under the restricted share scheme at the beginning and end

of the year:

GROUP

20182017

OptionWeighted average

exercise price

OptionWeighted average

exercise price

Number$Number$

Balance at 1 April622,800$2.56651,200$2.54

Granted during the year70,000$2.64165,000$2.57

Exercised during the year(91,800)$2.50–$-

Expired during the year(182,000)$2.56(128,400)$2.50

Forfeited during the year(63,000)$2.57(65,000)$2.57

Balance at 31 March356,000$2.57622,800$2.56

The number of restricted share options exercisable at 31 March 2018 is Nil (2017: 273,800).

The restricted shares outstanding at 31 March 2018 had a weighted average remaining contractual life of 1,131 days

(2017: 1,342 days).

During the year ended 31 March 2018 the share based payments expense recognised by the Group was a credit of $91,000

(2017: credit of $9,000).

The weighted average share price at the date of exercise during the year was $2.93 (2017: there were no restricted shares

exercised during the year).

Stock appreciation rights

During 2015 the Group set up a long term incentive scheme whereby the participant is offered stock appreciation rights (SAR’s).

These are to be settled in ordinary shares, subject to certain performance conditions being met as measured by the total

shareholder return (change in the market value of ordinary shares and amount of cash dividends paid) and the holder being

a current employee at the vesting date. Due to the nature of the long term incentive scheme, the scheme has been treated as

a share option scheme under NZ IFRS 2 Share-based Payment and a value placed on each SAR in accordance with the standard.

The fair value of the SAR’s were determined using an adjusted Binomial model which incorporates performance conditions

by taking into consideration the potential pay-off scenarios of the SARs.

INPUTS INTO THE MODELS.A.R.s

Grant date24/07/2015

Vesting date1/07/2020

Share price at grant date$2.34

Reference price$2.28

Days until vesting1,804

Expected life (years)4.94

Risk Free Rate3.0%

Annualised Volatility27.5%

Option Value$0.20

The expected volatility was determined by assessing the Group’s continuously compounded daily returns for the two year period

prior to the grant date.

As at 31 March 2018 there were 2,000,000 (2017: 2,000,000) SAR’s in the scheme with a value of $404,000 (2017: $404,000).

During the year ended 31 March 2018 the share based payments expense recognised by the Group was $89,000 (2017: $89,000).

If the Total Shareholder Return vesting criteria is met, the number of shares issuable is calculated using the reference price, the

volume weighted market price of shares for the 60 days prior to the vesting date and the maximum number of SAR’s available.

F2 PROVISIONS

Accounting policy

Provisions are recognised when the Group has a present

obligation as a result of a past event, and it is probable that

the Group will be required to settle that obligation, and a

reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate

of the consideration required to settle the present obligation

at the end of the reporting period taking into account the

risks and uncertainties surrounding the obligation. Where a

provision is measured using the cash flows estimated to settle

the present obligation, its carrying amount is the present

value of those cash flows.

GROUP

20182017

PROVISION FOR MEDICAL COSTS$’000$’000

Balance at 1 April217445

Payments made during the year(152)(589)

Revaluation of provision(65)146

Outstanding costs incurred in the current year200215

Balance at 31 March200217

Current200217

Non-current––

Balance at 31 March200217

KEY JUDGEMENTS AND ESTIMATES – REHABILITATION UNDER THE ACC PARTNERSHIP PROGRAMME

Provisions represent management’s best estimate of the Group’s liability for ongoing medical and rehabilitation costs for open

claims in terms of the partnership agreement with Accident Compensation Corporation, based on past experiences and the

nature of the open claims.

F3 RELATED PARTIES

Controlling entity

The SA Hull Family Trust No.2, which holds 16,782,812 shares

is the ultimate controlling entity of the Group, having a

51.55% holding.

Transactions

During the year, Group entities entered into the following

trading transactions with a related party that is not a member

of the Group:

GROUP

20182017

RELATED PARTY TRANSACTIONS$’000$’000

Hull Properties Limited – Property leases–15

Multihull Ventures Limited – Recruitment services11–

Simon Hull is a shareholder of Hull Properties Limited. The lease expired during the year ended 31 March 2017.

No amounts remain unpaid at 31 March 2018 (2017:$ Nil). Simon Hull is also a shareholder of Multihull Ventures Limited.

No amounts remain unpaid at 31 March 2018 (2017:$ Nil).

NOTES TO THE GROUP FINANCIAL STATEMENTSNOTES TO THE GROUP FINANCIAL STATEMENTS
5554

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

F4 COMMITMENTS

Accounting policy

1 Leases are classified as finance leases whenever the terms

of the lease transfer substantially all the risks and rewards

of ownership to the lessee. All other leases are classified as

operating leases.

2 Assets held under finance leases are recognised as assets

of the Group at their fair value at the inception of the lease

or, if lower, at the present value of the minimum lease

payments. The corresponding liability to the lessor is

included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges

and reduction of the lease obligation so as to achieve a

constant rate of interest on the remaining balance of the

liability. Finance charges are charged to profit or loss.

3 Rentals payable under operating leases are charged to

profit or loss on a straight-line basis over the term of the

relevant lease. Benefits received and receivable as an

incentive to enter into an operating lease are also spread on

a straight-line basis over the lease term.

Operating leases, measurement and recognition

Operating lease payments represent rentals payable by

the Group for its operational properties, motor vehicles

and printers.

Property leases are negotiated for an average term of nine

years and rentals are fixed for an average of three years.

Property leases contain clauses for rental increases in line

with CPI.

Motor vehicles are negotiated for a period of three to five

years and are fixed. Printers are negotiated for between

three and four years.

GROUP

20182017

OPERATING LEASES RECOGNISED AS AN EXPENSE$’000$’000

Minimum lease payments under operating leases recognised as an expense in the year3,2682,525

3,2682,525

GROUP

20182017

NON‑CANCELLABLE OPERATING LEASE COMMITMENTS$’000$’000

Less than 1 year2,8242,768

Later than 1 year and not later than 5 years inclusive6,3175,972

More than 5 years2,2772,241

Total operating lease commitments11,41810,981

GROUP

20182017

CAPITAL EXPENDITURE COMMITMENTS$’000$’000

Property, plant and equipment270–

Total capital expenditure commitments270–

F5 CONTINGENT ASSETS AND LIABILITIES

AWF Madison Group Limited has a guarantee to NZX Limited for $75,000 dated 24 May 2005.

The Group has no other contingent assets or liabilities at 31 March 2018 (2017: $Nil).

F6 EVENTS AFTER THE REPORTING DATE

No subsequent event has occurred since reporting date that would materially impact the Group’s financial statements

as at 31 March 2018.

F7 BUSINESS COMBINATION ABSOLUTE IT LIMITED EARN‑OUT PAYMENT

Accounting policy

Acquisition of businesses are accounted for using the

acquisition method.

The cost of the acquisition is measured at the aggregate of the

fair values, at the date of exchange, of assets given, liabilities

incurred or assumed, and equity instruments issued by the

Group in exchange for control of the acquiree. Acquisition

related costs are recognised in profit or loss as incurred.

Where applicable, the cost of acquisition includes any

asset or liability resulting from a contingent consideration

arrangement, measured at its acquisition date fair value.

Subsequent changes in such fair values are adjusted against

the cost of acquisition where they qualify as measurement

period adjustments. All other subsequent changes in the

fair value of contingent consideration classified as an asset

or liability are accounted for in accordance with relevant

NZ IFRSs.

The Group’s goodwill policy is set out in note B3.

The acquiree’s identifiable assets, liabilities and contingent

liabilities that meet conditions for recognition under

NZ IFRS 3 (2008) Business Combinations are recognised at

their fair value at the acquisition date, except that deferred

tax assets or liabilities or assets related to employee benefit

arrangements are recognised and measured in accordance

with NZ IAS 12 Income Taxes and NZ IAS 19 Employee

Benefits respectively.

If the initial accounting for a business combination is

incomplete by the end of the reporting period in which the

combination occurs, the Group reports provisional amounts

for the items for which the accounting is incomplete. Those

provisional amounts are adjusted during the measurement

period, or additional assets or liabilities are recognised

to reflect new information obtained about facts and

circumstances that existed as of the acquisition date that,

if known, would have affected the amounts recognised as

of that date.

The measurement period is the period from the

date of acquisition to the date the Group receives complete

information about facts and circumstances that existed

as of the acquisition date and is subject to a maximum of

one year.

Effective 1 November 2016, AWF Madison Group Limited acquired 100% of Absolute IT Limited and its related companies

(‘Absolute IT’). The consideration paid by the Group to the vendors included a contingent consideration liability (also referred

to as an ‘earn-out payment’) of $3.42 million. As at 31 March 2017, the acquisition accounting for this acquisition had been

completed and no provisional amounts were disclosed in the Group’s financial statements for the year ended 31 March 2017.

Under the contingent consideration arrangement, the Group was required to pay the vendors an additional amount up

to a maximum of $4.2 million if Absolute IT’s earnings achieved defined thresholds for the 52 weeks to 1 November 2017.

The directors estimate of the amount payable under this arrangement was $3.42 million based on 12 month forecast

Absolute IT’s gross profit and represented the estimated fair value of this obligation at acquisition date.

During the year ended 31 March 2018, Absolute IT’s earnings for the 52 weeks to 1 November 2017 were less than that

which was estimated by the directors on acquisition date, accordingly, on 1 November 2017, the Group settled the contingent

consideration liability for $3.25 million with the balance of $0.17 million being recognised as a fair value gain through profit

or loss.

SHAREHOLDERS STATUTORY INFORMATIONSHAREHOLDERS STATUTORY INFORMATION
5756

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

The Directors of AWF Madison Group Limited submit herewith the annual financial report of the company for the financial year

ended 31 March 2018. In order to comply with the Companies Act 1993, the Directors report as follows:

The names and particulars of the Directors of the company during or since the end of the financial year are:

Directors NameParticulars

Ross KeenanChairman, joined the board in 2005 in a non-executive capacity. Mr Keenan is a member of the Audit,

Finance and Risk Committee, the Health and Safety Committee, the Organisation Committee, and

the Remuneration Committee.

Simon HullDirector, and founding shareholder. Mr Hull is Chairman of the Boards’ Health and Safety Committee

and member of the Audit, Finance and Risk Committee, Chairman of the Organisation Committee

and a member of the Remuneration Committee.

Eduard van ArkelDirector, joined the board in 2005 in a non-executive capacity. Mr van Arkel is a member of the Audit,

Finance and Risk Committee, the Health and Safety Committee, the Organisation Committee, and

the Remuneration Committee.

Julia HoareDirector, joined the board in 2013 in a non-executive capacity. Ms Hoare is Chairperson of

the Audit, Finance and Risk Committee, a member of the Organisation Committee and the

Remuneration Committee.

Wynnis ArmourDirector, joined the board in 2015 in a non-executive capacity. Ms Armour was a founding

shareholder of Madison Recruitment Limited and is Chairperson of the Remuneration Committee;

and a member of the Health and Safety Committee, the Audit, Finance and Risk Committee and the

Organisation Committee.

Nicholas SimcockDirector, joined the board in January 2018 in a non-executive capacity. Mr Simcock is a member of

the Audit, Finance and Risk Committee, the Health and Safety Committee, the Organisation Committee,

and the Remuneration Committee.

Entries recorded in the Interests Register

Entries in the Interest Register made during the year and disclosed pursuant to sections 211(1)(e) and 140(1) of the Companies

Act 1993 are as follows:

(a) Directors Interests in transactions

1. The Directors had no interests in transactions in the current year.

(b) Share dealings by Directors

The following table sets out each Directors relevant interest in shares of the company as at the date of this report.

DirectorOrdinary shares

Ross B Keenan190,000

Simon Hull16,782,812

Eduard K Van Arkel77,800

Wynnis Armour252,375

Companies Act 1993 disclosures

ROSS B. KEENAN

AWF Madison Group LtdChairman

Touchdown LtdDirector

Indemnity from the Company

under the D&O Insurance policy

SIMON HULL

AWF Madison Group LtdDirector

AWF LtdDirector

AWF Christchurch LtdDirector

Hull Properties LtdDirector

Nano Imports LtdDirector

Multihull Ventures LtdDirector

Marlborough Developments Ltd (2007)Director

Indemnity from the Company

under the D&O Insurance policy

EDUARD KOERT VAN ARKEL

AWF Madison Group LtdDirector

Restaurant Brands NZ LtdChairman

Auckland Regional Chamber of CommerceDirector

Van Arkel & Co LtdDirector

Danske Mobler LtdDirector

Abano Healthcare GroupDirector

Phillip Yates Securities LtdDirector

Indemnity from the Company

under the D&O Insurance policy

JULIA HOARE

Auckland International Airport LtdDirector

AWF Madison Group LtdDirector

New Zealand Post LtdDirector

A2 Milk Company LtdDeputy Chairperson

Watercare Services LtdDeputy Chairperson

Port of Tauranga LtdDirector

External Reporting Advisory Panel

The Institute of Directors in New Zealand –

National Council

Member

Indemnity from the Company

under the D&O Insurance policy

WYNNIS ARMOUR

AWF Madison Group LtdDirector

Armour Consulting LtdDirector

ArcAngels LtdDirector

Maby LtdDirector

Common Grounds Café LtdDirector

University of Canterbury FoundationTrustee

Indemnity from the Company

under the D&O Insurance policy

NICHOLAS SIMCOCK

AWF Madison Group LtdDirector

Simcorp LtdDirector

Wrap It Up LtdDirector

Indemnity from the Company

under the D&O Insurance policy

Disclosure of interests by Directors

Where applicable, the disclosures also include directorships of subsidiaries of the relevant companies.

Changes in state of affairs

During the year there was no significant change in the state of affairs of the consolidated entity other than that referred to in the

financial statements or notes thereto.

SHAREHOLDERS STATUTORY INFORMATIONSHAREHOLDERS STATUTORY INFORMATION
5958

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Director Remuneration

The following table discloses the remuneration of the Directors of the company:

DirectorAnnualFees paid

in year

Salary

and bonus

Share-based

payments

Total

$’000$’000$’000$’000$’000

Ross B Keenan115110––110

Simon Hull6058––58

Eduard K Van Arkel6058––58

Julia Hoare6058––58

Wynnis Armour6058––58

Nicholas Simcock6010––10

415352––352

CEO Remuneration

The following discloses the remuneration arrangements in

place for CEO of the Company:

Fixed Remuneration

Over the course of the 2018 Financial year, the CEO, Simon

Bennett, earned fixed remuneration of $512,560 (2017

financial year $474,750).

Annual Performance Incentive

The annual value of the CEO’s Short Term Incentive Scheme

(STI) is set at 25% of fixed remuneration if all performance

targets are achieved. The measures used in determining

the quantum of the STI are set annually. Targets relate to

both Company financial performance (60%) and individual

leadership targets (40%).

For the 2017 financial year, the CEO earned a total STI

payment of $50,400. The STI for the 2018 financial year has

yet to be determined. Payment will be made in the 2019

financial year.

Long-Term Incentive

The CEO has access to two long-term incentive schemes:

• The Group operated equity-settled share based incentive

scheme, refer note F1 of the financial statements; and

• The CEO equity-settled stock appreciation right scheme,

refer note F1 of the financial statements.

Equity-settled share based incentive scheme

On 30 July 2014 the CEO was granted the option to acquire

60,000 Restricted C Shares at a price of $2.57 per share,

funded by an interest free loan with a vesting date of

1 January 2017.

Also on 30 July 2014 the CEO was granted the option to

acquire 90,000 Restricted D Shares at a price of $2.57 per

share, funded by an interest free loan with a vesting date

of 1 July 2019.

Equity settled stock appreciation scheme

During June 2015 the CEO was offered the opportunity to

participate in the Company Stock Appreciation Scheme.

The CEO was issued with 2 million stock appreciation rights.

The Stock appreciation rights are based on defined

performance criteria to be achieved over the 5 year period

ending 1 July 2020. The quantum of this option is capped and

is subject to achievement of defined performance criteria.

Superannuation

The CEO is eligible to contribute and receive a matching

Company contribution up to 3.0% of gross taxable earnings

(including STI). For the 2018 financial year the Company

contribution was $15,347 (2017 financial year: $15,755).

Summary of CEO remuneration20182017

Remuneration event

Base salary$512,560$474,750

Short-term incentive

Yet to be determined$50,400

Superannuation$15,347$15,755

At risk - long-term incentives:

Restricted C SharesExpired 60,000 at $2.57

Restricted D Shares90,000 at $2.57 90,000 at $2.57

Employee Remuneration

Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of employees or former

employees of the company, excluding Directors of the company, who received remuneration and other benefits in their capacity

as employees, totaling $100,000 or more, during the year:

Number of Employees

Remuneration20182017

$100,000 – 109,99986

$110,000 – 119,999109

$120,000 – 129,99988

$130,000 – 139,99932

$140,000 – 149,99941

$150,000 – 159,9995–

$160,000 – 169,99923

$170,000 – 179,99924

$180,000 – 189,999–2

$190,000 – 199,9993–

$200,000 – 209,99911

$210,000 – 219,9991–

$220,000 – 229,9991–

$230,000 – 239,99912

$240,000 – 249,99911

$250,000 – 259,9993–

$260,000 - 269,999–1

$270,000 - 279,9992–

$490,000 – 499,999–1

$510,000 – 519,9991–

Additional stock exchange information

As at 31 March 2018

Link Market Services

L11, Deloitte Centre

80 Queen St

Auckland 1010

New Zealand

PO Box 91976

Auckland, 1142

New Zealand

Ph: +64 9 375 5998

or: 0800 377 388

61
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208Ip1GLpSPMLGIFIE1ERESG.FDOWSG 1EDSO

60

1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Distribution of holders of quoted shares

Size of holdingNumber of fully

paid ordinary

shareholders

PercentageNumber of

fully paid

shares

Percentage

1 – 10006811.58%37,0900.11%

1001 – 500024141.06%736,0842.26%

5001 – 1000011118.91%877,2602.69%

10001 – 5000013122.32%2,899,6958.91%

50001 – 100000172.90%1,282,3773.94%

100001 and Over193.24%26,722,68782.09%

587100.01%32,555,193100.00%

Substantial security holders

Pursuant to the Financial Markets Conduct Act 2013, the following persons have given notice that they were substantial security

holders in the company and held a “relevant interest” in the number of fully paid ordinary shares shown below:

Fully paid shares in which relevant interest is held

Substantial product holderNumberPercentageDate of notice

Simon Hull16,716,46251.00%7/04/2015

Milford Asset Management Limited1,341,0475.20%23/01/2014

Twenty largest holders of quoted equity securities

InvestorTotal UnitsPercentage

Simon Alexander Hull & David John Graeme Cox16,782,81251.55%

New Zealand Central Securities Depository Limited3,788,20011.64%

Masfen Securities Limited1,460,0514.48%

Russell John Field & Anthony James Palmer1,125,0003.46%

Peter Abe Hull & Antoinette Ngaire Edmonds & Rennie Cox Trustees No 1 Ltd 435,1961.34%

Susanne Rhoda Webster426,7501.31%

Ian Harold Holland333,8001.03%

Wynnis Ann Armour & Jocelyn Patricia Dutton252,3750.78%

Joanna Hickman & John Anthony Callaghan & Kevin James Hickman245,1700.75%

David Mitchell Odlin242,4750.74%

Philip John Talacek & Brenda Ann Talacek235,0000.72%

Simon James Bennett225,8750.69%

FNZ Custodians Limited214,4560.66%

Kevin James Hickman & Joanna Hickman 200,0000.61%

Ross Barry Keenan190,0000.58%

FNZ Custodians Limited168,4610.52%

Garrett Smythe Limited156,2500.48%

Lay Dodd Trustee Services Limited & Patricia Anne Neal121,7130.37%

Forsyth Barr Custodians L1m1ted119,1030.37%

James Michael Robert Syme100,0000.31%

6362
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT2081AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Directory

Registered Office

Level 6, 51 Shortland Street

PO Box 12832

Penrose

AUCKLAND

Ph: 09 526 8770

Directors

Ross Keenan (Chairman)

Eduard van Arkel (Independent Director)

Julia Hoare (Independent Director)

Simon Hull (Non-Executive Director)

Wynnis Armour (Non-Executive Director)

Nicholas Simcock (Independent Director)

Auditor

Deloitte Limited

Deloitte Centre

80 Queen Street

PO Box 33

Auckland

Phone: +64 9 309 4944

Fax: +64 9 309 4947

Solicitors

Russell McVeagh

Vero Centre

48 Shortland Street, PO Box 8

Auckland 1140

New Zealand

DX CX10085

Phone: +64 9 367 8000

Fax: +64 9 367 8163

Share Registry

Link Market Services

L11, Deloitte Centre

80 Queen St

Auckland 1010

New Zealand

PO Box 91976

Auckland 1142

Ph: +64 9 375 5998

or: 0800 377 388

DIRECTORY

64
1AWF 1MDISOFNGSRUF1OOR1PFGLUSGEFT208

Registered Office of

AWF Madison Group Limited

Level 6, 51 Shortland St

PO Box 12832

Penrose

Auckland

Ph: 09 526 8770

Fax: 09 579 0224

awfmadison.co.nz

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

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.

  • AFC — AFC Group Holdings Limited: AFC announces availability of its Annual Report
    2018-07-19

    AFC GROUP HOLDINGS LIMITED ANNUAL REPORT 2018 FOR THE YEAR ENDED 31 MARCH 2018 AFC GROUP HOLDINGS LIMITED ANNUAL REPORT CONTENTS FOR THE YEAR ENDED 31 MARCH 2018 Page Directors' Profiles 2 Directors' Report 3 - 4 Corporate Governance Statement5 - 6 AFC Longview Limited7 AFC…”

  • AFT — AFT Pharmaceuticals Limited: Annual Report FY2018
    2018-06-14

    Doing Annual Report 2018 This Annual Report is dated 15 June 2018. Signed on behalf of the Board of AFT Pharmaceuticals Limited by: Hartley Atkinson Chief Executive Officer David Flacks Chairman Contents 2 AFT at a Glance 4 Key Highlights 6 Chairman and CEO’s Report 10 Ful…”

  • AFT — AFT Pharmaceuticals Limited: Annual Report
    2018-06-18

    Doing Annual Report 2018 This Annual Report is dated 15 June 2018. Signed on behalf of the Board of AFT Pharmaceuticals Limited by: Hartley Atkinson Chief Executive Officer David Flacks Chairman Contents 2 AFT at a Glance 4 Key Highlights 6 Chairman and CEO’s Report 10 Ful…”