Freightways Group Limited logo

Annual Report and Section 209c Notice

Annual Report24 September 2018FRWIndustrials

Annual Report 2018
WE’RE A

COMPA N Y

T H AT

DELIVERS

Contents
Introduction 4

Highlights 6

Chairman and CEO’s report 10

Materiality 18

People 22

Environment 26

The Freightways family 28

Community 32

Our Board 34

Our leadership team 35

Directors’ report 36

Independent auditor’s report 42

Financial statements 47

Shareholder information 90

Corporate governance 92

IN SO
MANY WAYS

Freightways Limited and its subsidiariesAnnual Report 2018

3

Introduction
4

FREIGHTWAYS HAS ALWAYS BEEN

AN ENTREPRENEURIAL COMPANY.

FROM OUR CORE EXPRESS PACKAGE

BUSINESS, WE’VE SUCCESSFULLY

EXPANDED INTO INFORMATION

MANAGEMENT, BUILDING

15

DIGITAL

AND PHYSICAL SERVICES IN AUSTRALIA

AND NEW ZEALAND THAT ARE STEADILY

INCREASING OUR REVENUES AND OUR

PRESENCE. MORE RECENTLY WE HAVE

DIVERSIFIED OUR SECURE DESTRUCTION

BUSINESS TO INCORPORATE A NEW

MEDICAL WASTE OPERATION WHICH

REPRESENTS AN EXCITING NEW

HORIZON OF GROWTH.

Our goal over the medium term is to continue to

leverage our expertise and our appetite for innovation

in lateral ways: to build new horizons of growth off our

expanding base of customers and services in Express

Package and Information Management – to compete

meaningfully and profitably throughout Australasia.

In this report we signal how we intend to use our

ability to run strong businesses and apply disciplined

application of capital to continue to grow our business.

Express Package

Freightways operates a

multi-brand strategy in the

domestic courier market

through New Zealand Couriers,

Post Haste, Castle Parcels,

NOW Couriers, SUB60,

Security Express, Kiwi Express,

Stuck and Pass The Parcel.

Our strategy is to position

brands with unique selling

propositions to customer

niches that require those

services. To avoid duplication

of costs all of these brands

share a common backbone

in terms of branch networks,

air and road linehaul and IT.

Introduction

Freightways Limited and its subsidiaries

Freightways Limited and its subsidiariesAnnual Report 2018
5

Aviation

Fieldair provides Freightways

with its airfreight capability

through a joint venture which

operates three 737- 400 aircraft,

providing the backbone of

Freightways overnight Express

Package delivery service.

The joint venture manages

all aspects of the operation to

fly over 32 million kg’s of freight

per annum for its customers.

Business Mail

DX Mail and Dataprint

provide a range of physical

and digital postal services to

business customers throughout

New Zealand. DX Mail provides

time sensitive mail delivery to

over 40% of NZ while Dataprint

provides both traditional

mailhouse-print services as well

as several homegrown digital

mail presentation platforms.

Information Management

The Information Management

Group (TIMG) provides a range of

physical storage and information

management services as well

as emerging digital information

processing services such as;

digitisation, business process

outsourcing, online back-up

and eDiscovery services.

Secure Destruction

and Medical Waste

Shred-X operates a Secure

Destruction business providing

not only document destruction

services, but also eDestruction,

product destruction and,

following an acquisition in

September 2017, Medical

Waste services, under the

brand of Med-X.

Introduction

Express

Package

Product

Destruction

Pick up

Process

Deliver

Document &

eDestruction

Medical

Waste

Aviation

Business

Mail

Document &

Media Strorage

Online

Back-up

Digital Information

Processing

The Freightways network model

Highlights
6

Highlights

STRONG EARNINGS

IN OUR CORE ACTIVITIES

WERE MATCHED BY

ENCOURAGING GROWTH

IN OUR NEWER MARKETS

Freightways operating revenue FY18 ($m)

Rounded to the nearest $m

Freightways net profit after tax ($m)

Financial highlights

$ 5 81m

2017

2018

$545

$581

$62.2m

2017

2018

$60.9

$62.2

Freightways EBITA ($m)

Excluding non-recurring items

1


Freightways EBITA ($m)

Including non-recurring items

1


$ 93.7m$96.3m

2017

2018

$89.3

$93.7

2017

2018

$93.0

$96.3

1. Refer to the Chairman and CEO’s report on page 10 for reconciliation between

operating profit before interest, tax and amortisation (EBITA) including non-recurring

items and EBITA excluding non-recurring items.

Freightways Limited and its subsidiaries

Freightways Limited and its subsidiariesAnnual Report 2018
7

Highlights

Operational highlights

Information Management warehouse utilisationTonnes of paper collected

and recycled in New Zealand

and Australia

47,000

Divisional highlights

Information Management revenue growth

over ten years

Rounded to the nearest $m

Express Package & Business Mail revenue growth

over ten years

Rounded to the nearest $m

FY08 FY08

FY13 FY13

FY18 FY18

54%228%

$277m$47m

$100m$306m

$427m$154m

FY18 NZ

8 1%

FY18 Australia

6 1%

NZ Greenhouse Gas (GHG) EmissionsTotal gross GHG emissions (tCO

2

e) per million dollar of revenue

Year-on-year reduction

10.0%

14.6%

2.0%

7.2%

CEMARS

®

certified

FY18 to be certified in November 2018

30%

30% Reduction in gross GHG emissions per

revenue over the last 4 years

FY14

FY15

FY16

FY17

FY18

136.64

123.02

105.01

102.93

95.52

MESSENGER SERVICES:
REINVENTED AND THRIVING

Ten years ago, during the Global Financial Crisis,

Messenger Services found itself in a rapidly declining

market. Desperate to reduce costs, companies were

avoiding expensive point to point couriers – sending

items digitally rather than physically or directing them

through cheaper and slower hub and spoke networks.

Messenger Services recognised that if it didn’t adapt

– and quickly – there was a good chance it wouldn’t

survive. At the time Messenger Services operated a

fleet of small cars and motorbikes designed to carry

small items, mostly documents. Over the ensuing years

the team transitioned the fleet from small cars to vans,

provided new services to move larger products, created

new brands such as Stuck, established dedicated

networks, expanded geographically and entered new

markets such as point-to-point trucking and time-

sensitive refrigerated transport.

Today Messenger Services operates four distinct

brands, represented by over 240 contractors located

in all major cities and regions throughout New Zealand.

It is now our fastest growing courier business –

operating at the premium end of the market and

constantly finding new ways to meet unique customer

needs while providing new opportunities for its

independent contractors to grow their businesses.

Messenger Services’ story proves that resilience,

determination and innovation are powerful assets

in testing times. Its turnaround plan didn’t just get

Messenger Services out of trouble, it used product and

process innovation to establish new ways of thinking

and diversified revenue streams that have generated

ongoing success and profitability.

Highlights of the year include:
Overall year-on-year revenue, earnings

and dividend growth.

In the express package & business mail

(EP&BM) division:

•Attaining essential network capacity to

support future growth objectives, and

•Transitioning to Agile IT deployment,

driving progress towards achieving

greater speed of execution on our IT

business priorities.

In the information management (IM) division:

•A major data collection/transformation

contract win, supporting the growth of the

division’s suite of digital IM services, and

•A successful first year in the Medical

Waste industry, supporting the objective

to further diversify the Secure

Destruction business.

Sustained strong cash generation from

both divisions, leading to reduced

gearing levels.

Chairman and CEO’s report

Chairman and CEO’s report

FULL YEAR

REVIEW FROM THE

CHAIRMAN AND CHIEF

EXECUTIVE OFFICER

The Directors are pleased to present the consolidated financial results of Freightways

Limited (Freightways) for the year ended 30 June 2018. This report discusses the results,

reviews the operations of each division and provides an outlook for the year ahead.

Operating performance

The table below presents the reported 2018 result compared to the prior comparative period

(pcp), both before and after the inclusion of non-recurring items that were reported in the pcp.

Notes

i. Operating profit before interest, tax and amortisation, before non-recurring items.

ii. Operating profit before interest, tax and amortisation.

iii. Net profit after tax (NPAT), before non-recurring items.

iv. Profit for the year attributable to shareholders.

Note

June 2018

$M

June 2017

$M

Increase

%

Revenue580.9545.36.5%

EBITA, before non-recurring itemsi.93.789.34.9%

Non-recurring items2.63.7

EBITAii.96.393.03.5%

NPAT, before non-recurring itemsiii.59.656.65.3%

Non-recurring items after tax2.64.3

N PATiv62.260.92.1%

Basic EPS (cents), before

non-recurring items38.436.5

10

Freightways Limited and its subsidiaries

Chair’s Report
The results discussed throughout this

commentary exclude the impact of the

following non-recurring items that the

Directors believe should not be

included when assessing underlying

trading performance:

• 2018: Non-recurring benefits before tax

totalling $2.6 million (no tax applicable)

in respect of reversing $1.6 million of

a previously accrued final acquisition

payable that is no longer expected to

be required and a $1.0 million gain upon

recording the replacement of earthquake-

related damaged racking funded by

insurance proceeds. The gain on the

racking replacement arises from the

insurance proceeds for new racking

($3.0 million) exceeding the $2.0 million

written down book value of the

structurally-compromised racking

written-off.

• 2017: A non-recurring benefit before tax

of $5.6 million (no tax applicable) relating

to previously accrued final acquisition

payables that are no longer expected to

be required. A non-recurring cost before

tax of $1.9 million ($1.3 million after tax)

relating to the relocation of the TIMG

business in Sydney.

Dividend

The Directors have declared a final dividend

of 15.25 cents per share, fully imputed at

a tax rate of 28%, being a 3% increase

above the pcp final dividend of 14.75 cents

per share. This represents a payout of

approximately $23.7 million compared with

$22.9 million for the pcp. The dividend will be

paid on 2 October 2018. The record date for

determination of entitlements to the dividend

is 14 September 2018.

The Dividend Reinvestment Plan (DRP) will

not be offered in relation to this dividend. As a

capital management tool, the application of the

DRP will be reviewed for each future dividend.

Review of operations

Divisional results for the year ended

30 June 2018 are provided below for

the EP&BM division and the IM division.

Express Package & Business

Mail revenue growth

2018 result:

Operating revenue of $428.8 million

was 6.5% higher than the pcp. Earnings

before interest, taxes and amortisation

(EBITA) of $67.9 million was 4% higher

than the pcp.

This result is a sound outcome, particularly

given increased costs relating to investment

in network capacity to accommodate current,

and expected future, increases in volumes.

This investment has included the use of a

chartered Convair aircraft to supplement

the jet fleet and moving into larger depots

in Christchurch and Auckland’s North

Harbour. Additionally, the transformation of

Freightways’ dedicated IT business to agile

work practices and the recruitment of a

number of new team members has enabled

the progression of many key IT projects.

Overall labour costs also stepped-up

throughout the year, an inevitable outcome

of operating in a tight labour market.

Volume growth, and consequently revenue

and earnings, were slightly stronger in the

first half of the year than the second half.

Freightways’ smaller postal business,

DX Mail, had a challenging second half and

returned lower earnings than the prior year.

Despite overall growth in mail volumes, higher

margin mail declined and was offset by lower

margin bulk mail.

The EP&BM division delivered a sound

full year result, while increasing important

network capacity and strengthening its

service capability.

Freightways Limited and its subsidiaries

11

Annual Report 2018

Key strategies in 2019:
Residential network review: A review

of the residential fleets of contractors

across all brands commenced in the latter

months of the financial year to improve the

productivity and earning capacity of these

courier runs. The overall mix of business

continues to see faster growth in Business

to Consumer (B2C) than Business to

Business (B2B) volume. This strategy for

residential deliveries will see an increased

number of items delivered per courier

through greater consolidation of volume

from all brands channelled into single-area

runs, improving the density of deliveries

into smaller concentrated geographic

areas. It is expected this will have a positive

impact on a number of Freightways’

environmental, social & governance (ESG)

initiatives, including, ongoing strategies to

improve courier earnings & service levels,

as well as reducing carbon emissions.

Pricing for Effort: A strategy to appropriately

price B2C services to ensure both the

company and its contractors are motivated

to facilitate profitable e-commerce revenue

growth is being actively pursued. It is

expected e-commerce will continue to drive

increased volumes to Freightways year on

year and the group is committed to ensuring

this growth is both profitable and sustainable

and that the B2C services provided meet

customers’ expectations. Similarly, the

DX Mail business will raise its prices for the

first time in two years to reflect the increasing

cost of mail delivery.

Visibility and data analytics: New scanning

technology for the EP businesses will be

implemented over the coming financial year

to enable improved visibility for customers

and their receivers. This will complement

improved reporting capabilities which will

allow the EP teams to better analyse every

aspect of their operations so as to help

deliver improved efficiency, profit margins

and service standards.

Information Management division

2018 result:

Operating revenue of $153.8 million was

6.6% higher than the pcp. EBITA of $29.8

million was 7.8% higher than the pcp.

Compared to the pcp, improved financial

results were achieved by all businesses

within this division. Utilisation of IM facilities

across New Zealand and Australia improved

as storage volumes increased. Secure

Destruction revenues increased across the

suite of paper sold as well as revenue for

eDestruction and Medical Waste services.

In recent years, a range of digital IM services

has been developed and introduced to the

market. Growth in these digital services,

while at an early stage, has been positive

and was boosted by the winning of a major

data collection and transformation project

in New Zealand.

Good progress is being made to replace

all racking in TIMG’s Porirua document

storage facility that was damaged in the

North Canterbury earthquake. Freightways

carries comprehensive insurance for events

such as this.

12

Chairman and CEO’s report

Chairman and CEO’s report

Freightways Limited and its subsidiaries

The $2.0 million write-off of the written down
book value of the structurally-compromised

racking in the division’s result and its

progressive replacement with new racking

since have been funded by insurance

proceeds received during the year, resulting

in a non-recurring accounting gain of

$1 million in this year’s result. Importantly,

this project is tracking to timetable and is

being managed in a way that ensures no

service disruption to customers.

Australian IM earnings were at the same

level as the New Zealand’s earnings for

2018. Given the larger scale of the

Australian market, and the broader range

of opportunities, including in the Medical

Waste industry, it is expected that Australia

will surpass New Zealand’s earnings

going forward.

Key strategies in 2019:

Facility utilisation: The footprint for

facilities across Australasia will require only

incremental additional storage space in the

short term. In particular, the current focus is

to add profitable new business into existing

facilities to take advantage of the investment

made in recent years in Australia.

Digital Services growth: TIMG is well-

positioned with a range of digital services

which is proving to be attractive to its

customer base. In the coming year, TIMG

will invest in additional sales & marketing

resource to increase revenue growth in these

service lines. TIMG will also continue to

assess new digitally-delivered services

which are considered complementary to

the existing portfolio of services.

Secure Destruction and Medical Waste:

It is planned to continue the investment and

management focus on revenue streams in

related markets that complement the physical

footprint established by Shred-X in the

Secure Destruction market. These markets

present an opportunity to apply Shred-X’s

consistent and high quality national service

standards and sales methodologies to grow

through a number of niches, including;

eDestruction, Medical Waste, Product

Destruction and other high value recycling.

Acquisitions and alliances: Freightways

will continue to explore and investigate

acquisition and alliance opportunities for

both current and future complementary

service offerings.

Freightways is pleased to announce the

recent acquisition of a number of small

businesses in Australia that operate in

the IM and Medical Waste industries.

Two businesses were acquired shortly

before year-end and two will be effective

from early in the new financial year. These

businesses were acquired for a total of

$9.8 million. EBITDA of $1.7 million

per annum is expected to be realised

after the businesses have been fully

integrated. Related capital expenditure

will be approximately $0.6 million. These

acquisitions will be immediately EPS positive.

The LexData scanning business acquired in

2016 involves a potential maximum earn-out

of $3.6 million, dependent on certain financial

performance hurdles being achieved for

the three years ended 30 June 2019. Latest

forecasts indicated the estimated earn-out

payable recorded in the balance sheet was

in excess of that likely to be required and has

been reduced by $1.5 million, resulting in a

non-recurring earnings benefit in Freightways’

2018 consolidated result.

Freightways Limited and its subsidiaries

13

Annual Report 2018

SHRED
-

X: TURNING WASTE

INTO GOLD

Shred-X is a powerful Freightways success story.

The company that started life as a greenfield start-up

by Nick Karos on Australia’s Gold Coast determined to

“paint Australia orange” with just one van, is now the

dominant secure destruction brand in Australia, with

10 branches across the country and a comprehensive

national network.


Freightways acquired the business in 2008 and

supported owners Nick and his brother, Van, with

their vision of growing the business through

disciplined application of capital, knowledge around

completing mergers and acquisitions and experience

in establishing start-ups.10 years on, Shred-X has

grown into a highly successful secure destruction

business with the highest industry certifications and

a strong reputation among corporate, government

and SME businesses. In September 2017 Shred-X

added Medical Waste services to its portfolio through

the newly-formed Med-X Healthcare Solutions

by acquiring State Waste Services in Sydney and

more recently Medico in Victoria. Med-X has also

commenced a greenfield service in Queensland and

is actively seeking opportunities to grow its national

footprint throughout Australia.


Shred-X proves that a powerful entrepreneurial spirit

is critical to building successful businesses. Its growth

has been fuelled by its willingness and ability to see

and seize opportunities, develop a powerful fit within

its teams and astutely apply capital to best effect.

The decision to identify new business opportunities

by successfully extending from the core business of

document destruction into identified areas of need, such

as Medical Waste, has opened up new markets and

established a new horizon of growth for Freightways.

Corporate
Corporate costs increased by $0.4 million

compared to the pcp, primarily due to one-off

costs associated with transitioning leadership

and appointing a new non-executive Director.

Net debt decreased by approximately $4

million to $154 million during the year, driven by

strong cash flows from operations, offsetting

investment in operating capacity and a number

of small acquisitions. Debt to debt & equity

gearing levels have decreased below 40%.

Outlook

The markets in which Freightways operates

in both New Zealand and Australia remain

positive, albeit the company is cautious about

recent declines in business confidence, which

may affect volumes through the network.

Organic and acquisition growth opportunities

exist in both New Zealand and Australia.

Subject to factors beyond its control,

Freightways is once again targeting year-

on-year earnings growth in the 2019 year.

Within the EP&BM division, current indications

are that organic volume growth will be slightly

lower in 2019 than it was in 2018. Network

capacity costs are not expected to step-up at

the same level as in the pcp, with investment

in capacity and capability expected to be

more incremental. Strategies to better align

service with customer expectations will

continue to be implemented, particularly

in the faster-growing B2C market.

The inflationary cost of operating in a tight

labour market, along with a generally higher

cost of doing business, is expected to be

offset by increased pricing, including pricing

related to higher fuel costs. Freightways will

continue to monitor employment law reform.

Within the IM division, increased utilisation

of existing capacity will be a key focus.

Encouraging progress has been made with

digital IM services and Freightways will

continue to invest in its digital capability.

The group’s recent entry into the Medical

Waste industry has tracked to expectations

and Freightways’ presence in this market

will be extended through a small, recently-

acquired Victorian business.

Overall capital expenditure for the 2019

financial year is expected to be in the range

of $20-22 million. Operating cash flows are

expected to remain strong throughout 2019.

Strategic growth opportunities, including

acquisitions and alliances that complement

existing capabilities, will be executed where

they make commercial sense.

Conclusion

Freightways has continued to invest

in the future of its businesses, while

returning a sound result for 2018. There

are opportunities for all of the group’s

businesses to continue to grow and

evolve their service offerings to meet

customers’ demands.

Freightways’ agility and entrepreneurial

outlook should see it continue to adapt

to changing markets and conditions and

continue to be resilient in the face of external

factors. The strength of Freightways’ brands

allows them to compete strongly in their

respective niches and collaborate behind

the scenes to share common infrastructure

and capability. Freightways is committed

to improving the long-term sustainability

of its business for the benefit of its teams

of people, its customers, its shareholders

and the environments in which it operates.

The Directors acknowledge the outstanding

work and ongoing dedication of the

Freightways teams of people throughout

New Zealand and Australia.

Susan Sheldon

Chairman

16

Mark Troughear

Chief Executive Officer

Chairman and CEO’s report

Chairman and CEO’s report

Freightways Limited and its subsidiaries

17
Chairman and CEO’s report

Leadership changes in 2018

Managing Director/Chief Executive Officer

In December 2017, Dean Bracewell stepped

down after 34 years’ service to Freightways,

18 of which were as Managing Director.

Dean lead Freightways through its Initial

Public Offering (IPO) in 2003 at an initial

market capitalisation of $0.2 billion to a

market capitalisation of $1.2 billion and a

Total Shareholder Return in excess of 600%.

Dean’s relentless focus on organic

growth along with strategic investment

in acquisitions and operating capacity,

combined with strong business disciplines,

has served the business well over his time

at the helm. Dean has made a substantive

contribution to Freightways over a long and

successful career with the Company.

Mark Troughear was promoted to the role

of Chief Executive Officer from January

2018 to replace Dean. Mark joined

Freightways in 1996 and has been directly

involved in developing the Company’s

strategic direction and overall performance.

He has led Freightways businesses in the

EP&BM division and has had over-arching

responsibility for the IM division.

Chairman:

Sue Sheldon, Chairman of the Board

of Directors of Freightways, will resign

her position effective at the close of the

Company’s Annual Shareholders’ Meeting in

October this year. Sue joined Freightways as

an independent director in 2003 ahead of its

IPO and has been Chairman since October

2010. Sue has supported the Company’s

relentless focus on organic growth and

strategic investment in acquisitions and

operating capacity. She has encouraged

strong business disciplines and overseen

governance practices that have been

hallmarks of Freightways’ performance.

The Board has unanimously resolved to

appoint Mark Verbiest as Chairman to

replace Sue upon her retirement. Mark

joined Freightways as an independent

director in 2010. Mark is an experienced

company Chairman, a very accomplished

professional director with broad commercial

experience and most importantly will

ensure the continuity of leadership on

the Freightways Board.

Directors:

Freightways has appointed two new

independent directors to the Board to

replace Sue and Dean.

Abby Foote joined the Board in June

2018. Abby is a professional director

based in Christchurch with over 10 years’

governance experience, including various

NZX-listed and Crown-owned companies.

Abby has a strong analytical and strategic

focus, coupled with a critical awareness

of corporate governance and risk

management issues.

Andrea Staines joined the Board in August

2018. Andrea has 12 years’ governance

experience on the Boards of a range

of Australian entities. Andrea brings to

Freightways key strengths in fast moving

consumer services and transport sectors,

a track record of operational excellence and

innovation and a proven strategic focus.

Freightways Limited and its subsidiariesAnnual Report 2018

Materiality
Materiality

THE IMPACTS

WE HAVE

Our materiality process

We began by engaging with our own people

in order to identify which SDGs they felt

were most important to the business. We

asked a broad cross section of our staff

to identify which of the goals they felt we

contributed to already and which ones

they thought we should aim to deliver on

throughout our business. We then asked a

number of working groups in the company

to do the same. To help make the SDGs real,

we broke them down into tangible aspects,

using a combination of the UN definitions

and our own interpretation of what they

might mean in a Freightways setting.

We then asked both groups to score

these individual aspects rather than the

high-level SDGs, before aggregating

the results to identify which SDGs they

considered most important.

From there we engaged with clients and

investors, asking them also to rank the

list of SDGs. We provided them with the

interpretation of the goals in a Freightways

setting that we had used for the internal

groups and asked them to score which

goals were most important for them.

Freightways is committed to incorporating non-financial criteria into its decision-making and

public reporting to meet the growing demand by stakeholders for access to broader information

about company activities. This year for the first time we conducted an assessment to determine

which issues are most material to our business and to our reporting. Specifically we wanted to

compare and contrast the issues that impact the business and those that are of most interest

and concern to our stakeholders.

To do this, we used the Sustainable Development Goals (SDGs) developed by the United Nations

(UN) because they represent a cohesive framework and a global and consistent set of goals

that align with our wish to take whatever actions we can to improve the lives of our people, the

communities we are part of, the environment and the interests of investors and other stakeholders.

18

Freightways Limited and its subsidiaries

Freightways Limited and its subsidiariesAnnual Report 2018
Materiality

Materiality Matrix

Impact on business

Stakeholder importance

7.0 7.2 7.4 7.6 7.8 8.0 8.2 8.4 8.6 8.8 9.0

10.0

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

SDG 8

SDG 3

SDG 16

SDG 9

SDG 13

The Sustainable

Development Goals

The UN SDGs aim to end all forms

of poverty, fight inequalities and

tackle climate change over the next

15 years. The SDGs are unique

because they look to involve

everyone in promoting prosperity

while protecting the planet. They

include SDGs intended to build

economic growth and address

social needs including education,

health, social protection, and

job opportunities, while tackling

climate change and environmental

protection. There are 17 SDGs in

all. Freightways has selected the

5 most relevant SDGs to focus on.

19

M

a

t

e

r

i

a

l

i

t

y


c

u

r

v

e

SDG 16 Peace, justice

and strong institutions

• Ethics, bribery and

corruption (Integrity)

• Transparency

SDG 13 Climate action

• GHG emissions

SDG 9 Industry, innovation

and infrastructure

• Product and process innovation

• Customer experience

• Data security

• New business opportunities (e.g.

medical waste management)

SDG 8 Decent work and

economic growth

• Profitability

• Organisational culture

• Growing the incomes of

our contractors

SDG 3 Good health and

well-being

• Health and Safety in

Employment – injury reduction

• Non-GHG emissions

(e.g. particulate, NOx)

• Road safety

• Employee wellness programme

WIDE AWAKE TO THE NEEDS
OF OUR DRIVERS

Our people are our biggest responsibility and we take

their livelihoods and their safety very seriously. Our

internal line-haul business (Parceline) is one of a number

of businesses made up of dedicated contractors, many

of whom have been with us for over 20 years. These

contractors have built their livelihoods and those of the

teams they employ by providing outstanding service to

the retail brands of New Zealand Couriers, Post Haste,

Castle Parcels, NOW Couriers and DX Mail.

Together, these contractors cover over 11 million

kms every year, usually in the dead of night, in all the

weather conditions that New Zealand can throw at

them. To make sure that they can do their work as

safely as possible, we’ve introduced and funded

Guardian Seeing Machines into the truck cabs of

our Parceline fleet, to make sure that our people stay

awake and alert throughout their working days on

New Zealand’s roads.

Guardian Seeing Machines is state-of-the-art fatigue

detection technology. The technology literally keeps

an eye on our drivers while they work, recording their

eye movements and looking for any signs of fatigue

or inattention. Should it detect anything unusual, the

technology immediately alerts the driver (through real

time in-cab vibration) and at the same time contacts

the principal contractor and Parceline management.

It’s another example of how Freightways is committed

to injury reduction and road safety while giving

our contractors the autonomy they want to grow

their incomes as our contractors and arrive at their

destinations safely.

SDG 3

WE ARE A BUSINESS
BUILT ON THE POWER

OF NETWORKS.

CONNECTING WITH OUR

PEOPLE IS CENTRAL

TO OUR SUCCESS

People

Freightways’ commitment to the UN

Sustainable Development Goals (SDGs)

has brought new emphasis to existing

practices and motivated us to adopt new

initiatives that enable Freightways to make

a difference to the lives of New Zealanders

and Australians who need additional

support to achieve their particular goals.

Delivering on decent work and

economic growth

Our commitment to SDG 8: Decent Work

and Economic Growth is all about promoting

inclusive and sustainable economic growth,

employment and decent work for all. In

April 2018, we partnered with On Demand

Logistics (a transport and logistics training

facilitator) and the Ministry of Social

Development (MSD) to provide a pathway

for school leavers and long term unemployed

to make their way into the workforce. We

chose On Demand Logistics because we

share similar values and because they

demonstrated a genuine care and concern

for people and an ability to contribute

positively to family, whanau and communities.

This aligned with our People strategies and

our aim of giving back to our communities.

The three partners are now working

together on three specific programmes:

1. Gateway school holiday programme

(one-week programme)

Students attend a one week training

programme and then experience two days

of work in a transport/logistics organisation.

They are placed in a Freightways business

where they quickly learn what will be

expected of them when they enter the

workforce. There is a heavy focus on the

basic responsibilities of being a good

employee - being on time and reliable,

understanding and following health and

safety practices as well as the specifics

of doing the work.

2. Gateway term programme

(seven-week programme)

Students attend a seven week training

programme facilitated by On Demand

Logistics. An integral part of the programme

is an extended work experience opportunity.

Students must attend work experience

one day a week over a 4 week period

in a designated Freightways business.

They then undertake the work experience

component having completed qualifications

in Workplace Health and Safety, OSH

Forklift licence and Manual handling

and Hearing conservation.

3. Ministry of Social Development (MSD) –

training, work experience and employment

(four week programme)

We support this MSD initiative by providing

a suitable meeting room for a week and the

necessary training resources to facilitate

warehousing/distribution and Class 2 licence

training. It begins with the 10 participants

undertaking hands-on training at the

Freightways Southern Business Hub in

Christchurch. This is followed by an intensive

week of ‘on the job’ experience with one of

the brands at the same site.

Our people work for us in a range of locations and commercial arrangements. Many we employ

directly. Others work as independent contractors. This year we continued to roll out initiatives to

help ensure that everyone enjoys an environment of respect, that career advancement is broadly

available, and that our people are safe throughout their working day.

22

PeopleFreightways Limited and its subsidiaries

People
Other significant people

initiatives this year

DX Mail has implemented customised

advanced rider training for their Posties

to help them safely navigate the specific

hazards that can emerge when operating

motorbikes around driveways and in

suburban areas.

We made Employee Assistance

Programme (EAP) services available to

all of our teams to assist our people to

deal with issues that affect their health and

wellbeing as part of our commitment to our

people in the work place, and beyond. We

want to ensure that our teams have access

to support options for any issues that may

impact them negatively. This commitment

aligns with the UN SDG of Good Health

and Well-Being. EAP run a confidential

self-referral system.

Freightways Fundamentals is a training

programme designed for those new to

supervisory and management positions.

The Freightways Fundamentals programme

traces its origins back to the late 80’s where

it focused on the disciplines required to

manage a successful express package

business. Today, Freightways Fundamentals

covers a wide range of topics including

leadership, coaching and development

and performance management, while still

maintaining a healthy focus on financials and

the importance of margin to a sustainable

business. Over 160 participants attended

Fundamentals in 2018.

In 2017 Post Haste Limited won the NZIHR

award for Health, Safety and Wellbeing

for their “Movement” programme. This

initiative focused on supporting family,

whanau and communities and incorporated

elements intended to promote fitness,

nutrition, mental wellbeing and healthy living.

In 2019 we will look to broaden the scope of

the programme across the wider group. We

undertook a strategic review at Messenger

Services and Post Haste to improve courier

remuneration by focusing on higher priced

jobs at Messenger Services, proactively

managing fleet size to match demand and

working one on one with contractors to

maximise their earnings potential. Post

Haste has introduced a residential payment

model. This was trialled earlier this year and

will be rolled out to predominantly residential

couriers in FY19 to help enable contractors

to improve their revenue earning potential.

We introduced the Freightways

LEAD programme to grow emerging

management talent within the business.

This custom designed leadership course is

conducted over 3 months and structured

into 3 modules. It is moderated with a mix

of external and internal facilitators to ensure

the Freightways “way of doing things” is

combined with best external practice. The

course also incorporates a strategic initiative

that participants design and implement

to improve some aspect of their current

business’ performance. LEAD will take 12

new successful applicants each year. 25%

of the participants from the 2017 intake have

already been promoted within the group.

23

Freightways Limited and its subsidiariesAnnual Report 2018

DX: Posting healthy profits

in a declining market

DX Mail is one of the few postal

operators in the world making

money out of mail. By taking a

lean and adaptive approach, we’ve

rolled out an alternative national

mail network that now covers a

large proportion of New Zealand

and continues to expand – at a time

when global postal markets are in

decline. DX Mail uses product and

process innovation to provide a range

of high quality mail services aimed

predominantly at businesses who

require time sensitive delivery for

important documents. The network

is based on a high level of variability

allowing it to expand and react to

changes in demand as required.

SDG 8

SDG 3

Lovey Woodhouse, Courier Contractor,
New Zealand Couriers North Harbour branch.

Freightways is built on the power of networks.
Connecting with our people is central to our success

– and this means supporting them to achieve the

career they want. Lovey has been a New Zealand

Couriers Contractor, on and off, for 17 years. She

says the support she’s received from Freightways

has been crucial to her success.

“I was first introduced to the world of courier

contracting back in 2000 when I used to help my

brother-in-law with his runs. What immediately

appealed was the freedom and social interaction the

job offered. As a sportsperson, the physicality was

also attractive – being outside and active, not being

confined to one space. So I decided to give it a go!

And I haven’t looked back.

What I find most rewarding is the autonomy the job

offers. I’m my own boss, I get to dictate my own

terms and be in control. When you run your own

business, you certainly don’t go into it with a ‘9-5’

attitude – you’ve got to be prepared to work hard,

be proactive and ambitious.

The great thing about being part of the Freightways

Group is that you’re never left to do it alone. From

day 1 there’s a fantastic crew of people supporting

you, and I continue to rely on them today to help

grow my business. Our relationship is based on

mutual respect and teamwork, so although managing

my own business was a big step-up for me, I knew

Freightways always had my back.

But, ultimately, it’s the relationships we have with

our customers that lie at the heart of our business.

Seeing them a few times a day, we really get to know

them and they can trust us to go the extra mile. It’s

this relationship, beyond the obvious things like great

service, quick turnaround and a premium brand, that

sees them stay with us. A quick chat and a friendly

smile can speak volumes!

As much as I love my job, I believe being a courier has

a shelf life because of its physical nature. The natural

progression for me is to move into an operations or

fleet manager role within Freightways, where I might

add value from a contractor’s perspective. And, when

the time comes to make that move, I know Freightways

will support me 100%.”

LOVING THE WAY OF LIFE

SDG 8

REDUCING
OUR IMPACTS

Network intensification

Freightways’ highly productive Express

Package business model drives efficiency

and a constant reduction in emissions per

item as volumes grow.

Freightways concentrates its runs for

contractors to achieve the right level of

volume within defined areas. As incremental

volume is added through the national

network, contractors can pick up and

deliver a greater number of items with no

need to travel any greater distance. This

intensification, combined with maintaining

modern vehicle types, results in reducing

emissions per item as volumes grow.

Fleet flexibility

Our linehaul fleet is held to high standards

of Euro 5 and above through refreshing units

on a regular basis.

In the future it will be critical to maintain

flexibility to transition to new technology

– as it emerges and the supporting

infrastructure is built – capable of carrying

heavy loads over 12 hour timeframes and

the terrain we operate within.

Freightways is also investing in modernising

its owned Information Management fleets

in NZ and Australia which will result in

better fuel economy and reduced carbon

emissions over the coming years.

Environment

Environment

26

Freightways Limited and its subsidiaries

Freightways Limited and its subsidiariesAnnual Report 2018
Faced with needing to refresh a 60 year old aircraft fleet,

we established a joint venture with Airwork to operate three

737- 400s to meet the national demand for overnight parcel

delivery. The new arrangement not only increased overall

speed and capacity by enabling more efficient use of aircraft

and ground services, it also enabled Freightways to significantly

reduce its aviation fuel emissions.

FIELDAIR: WORKING

TOGETHER TO

EVERYONE’S BENEFIT

27

Volume density

Network intensification

Lower emissions per item

Fleet modernisation

Innovative climate actions

this year

In addition to the benefits from intensification

and flexible fleets we will trial a number of

new technologies this year.

• Introduction of electric bicycles at

Messenger Services.

• Trial of electric motorbikes at DX Mail.

Shred-X in Australia and TIMG in NZ have

collected and processed over 40,000 tonnes

of paper which is delivered to paper mills for

recycling. This recycled paper reduces the

demand for virgin wood pulp and contributes

to reducing deforestation. Shred-X and

TIMG have also partnered with e-Stewards

to deal with e-destruction and e-waste.

SDG 13

The Freightways family
The Freightways family

Delivering on innovation

and infrastructure

Our commitment to SDG 9: Innovation

and Infrastructure has seen us change

not just how products and services are

delivered, it’s also motivated us to continue

to make changes large and small to the

services we offer.

Some of those innovations are literally

challenging established networks. DX Mail

for example has pioneered an alternate

postal delivery network that provides a

distinct alternative to a larger incumbent

and it continues to expand despite an

overall market which is declining.

In our Express Package business we have

invested in state of the art automated

freight sorting technology at our new

Christchurch Southern Business Hub.

This system allows our hub and spoke

brands to scan, weigh and cube every

item that travels over the conveyor system

to provide valuable consignment data as

well as speeding up the processing of

freight to meet our strict deadlines.

This year Shred-X has begun using on-

board vehicle scales to provide improved

environmental reporting. That reporting

complements the business’s decision

to engage independent carbon advisor

Pangolin to review and measure the

company’s greenhouse emissions and

to help the brand report on these findings.

These measures and many others are

part of our drive at Freightways to look

for improvements and opportunities

across all aspects of our business. But

just as important as the contributions to

the business and the environment are the

endorsements that these improvements

to innovation and infrastructure make to

our brands.

With each innovation, we reinforce the

hard-earned reputations of our brands and

position our businesses as change-makers

in sectors where too often competitors have

been happy to leave things as they were.

At Freightways, our view is that dynamism

and responsiveness are key proof-points for

customers. They confirm that as a group,

and within each of our brands, there is a

deep commitment to pushing boundaries in

a bid to find competitive edge, operational

improvements and environmental efficiencies.

OUR STRATEGY IS TO

DEVELOP AND SUPPORT

POWERFUL BRANDS

THAT CUSTOMERS

KNOW AND TRUST

If our customers are to truly trust us to deliver products and services that are vital

to their interests, they want to be able to deal with brands that they recognise as

providing superior and focussed service levels.

28

InMotion: in response to customer

demand for an application that could

help them better manage and organise

outgoing communications, Dataprint

developed InMotion – a platform which

enables businesses to send either

electronic or physical mass communication

from their desktop. Amongst a host of

features, the platform applies business

rules, document tracking and scheduled

job release to take the hassle out of

sending mass communications.

Innovations this year

Messenger Services has continued to

innovate its portfolio of time sensitive

services by introducing an express

refrigerated delivery service this year.

It provides high quality business-to-

business and business-to-consumer

delivery of perishables and complements

the national delivery of perishable foods

and vaccines undertaken by Freightways’

hub and spoke brands.

SDG 9

Freightways Limited and its subsidiaries

TIMG has developed a workflow
management tool to assist businesses

manage previously cumbersome paper

communications. Paperlite detects either

pure digital, or scanned physical, inputs

and applies business rules to the critical

data that is collected. By automating

both the decision making that applies

to the data and the transfer of work to

appropriate departments, Paperlite is

forging a niche as a tool to aid

business efficiency.

Freightways’ in-house IT division (FIS)

has adopted Agile as a way of working

to implement a range of digital enabled

solutions for the Express Package

division. With all of the markets we operate

in experiencing significant rates of change

and an unquenchable demand for visibility

and data, it’s essential that new initiatives

are scoped and developed quickly. FIS has

developed teams which work in an integrated

way with the business to deliver 2 weekly

sprints of progress on the many projects we

have underway at any given time.

Shred-X has launched its first mobile

data destruction truck in Sydney in

response to demand from customers

for on-site secure destruction of their

electronic media. With increasingly large

penalties now in place in Australia for

data breach, it is critical that any device

that holds data is safely and securely

destroyed at the end of its life. Shred-X

has long provided offsite destruction

services and now can meet the needs

of customers who want data destroyed

right outside their doors.

Freightways Limited and its subsidiariesAnnual Report 2018

The Freightways family

29

TIMG is the information management specialist.
Our team take the pain out of managing physical

and digital information for our customers. Over 15

years, TIMG has grown from a small records storage

business in Auckland to an extensive operation

spanning 19 facilities in 15 cities, expanding as we

did so from a single line of business to 15 information

management services. As a result, TIMG is now well

positioned to continue building physical and digital

information management business in Australasia.


This year TIMG New Zealand was entrusted with

transforming data capture and processing for several

large government agencies in New Zealand. As

information management specialists, with particular

skills in critical areas like data security, we have

introduced technology to help these agencies update

inefficient paper-based processes.


One agency asked us to help solve the problem of

increased demand for paper-based application forms

and to improve their outdated and inefficient manual

processes. We scoped, implemented and managed

an outsourced digital solution that removed data entry,

improved accuracy, reduced risk and significantly

improved processing time.


Another agency needed our expertise to deliver a

large-scale scanning and data extraction solution.

To achieve this, we established a facility in a secure

location, configured specialised software to read

handwriting and brought in a team of around 150

people to receive, image, repair and transmit the data.


TIMG has delivered to New Zealand Government

agencies solutions that work, further enhancing their

reputation as a company to be trusted with matters

of national importance when accuracy, speed and

reliability are critical to success.

TIMG: INTRODUCING

NEW TECHNOLOGY TO THE

BUSINESS OF GOVERNMENT

SDG 9

TIMG is the information management specialist.

Our team take the pain out of managing physical

and digital information for our customers. Over 15

years, TIMG has grown from a small records storage

business in Auckland to an extensive operation

spanning 19 facilities in 15 cities, expanding as we

did so from a single line of business to 15 information

management services. As a result, TIMG is now well

positioned to continue building physical and digital

information management business in Australasia.


This year TIMG New Zealand was entrusted with

transforming data capture and processing for several

large government agencies in New Zealand. As

information management specialists, with particular

skills in critical areas like data security, we have

introduced technology to help these agencies update

inefficient paper-based processes.


One agency asked us to help solve the problem of

increased demand for paper-based application forms

and to improve their outdated and inefficient manual

processes. We scoped, implemented and managed

an outsourced digital solution that removed data entry,

improved accuracy, reduced risk and significantly

improved processing time.


Another agency needed our expertise to deliver a

large-scale scanning and data extraction solution.

To achieve this, we established a facility in a secure

location, configured specialised software to read

handwriting and brought in a team of around 150

people to receive, image, repair and transmit the data.


TIMG has delivered to New Zealand Government

agencies solutions that work, further enhancing their

reputation as a company to be trusted with matters

of national importance when accuracy, speed and

reliability are critical to success.

TIMG: INTRODUCING

NEW TECHNOLOGY TO THE

BUSINESS OF GOVERNMENT

SDG 9

Community
A YEAR OF

EXTENDING OUR

SENSE OF COMMUNITY

Child Cancer Foundation

NZ Couriers is proud to have a long-standing

relationship with Child Cancer Foundation.

Each year NZ Couriers provides a free

mail collection service, reduced and free

courier rates throughout the year and

regular donations to the Stars of Courage

programme – where each child diagnosed

with cancer is gifted a dedicated star. The

money we raise helps fund the $3 million

required annually for child and family

support services in New Zealand. To learn

more about the Child Cancer Foundation

please visit: www.childcancer.org.nz

Keep New Zealand Beautiful

Freightways is hugely grateful for what

this charity does for our country. Since

2001, along with monetary donations, our

people have rolled up their sleeves in the

annual Clean Up Week. We have also

provided valuable savings with reduced

courier rates. NZ Couriers sponsorship

of the “Volunteer of the Month”, and the

annual Beautiful Awards in categories

such as “Best Towns and Cities, “Best

Community / Environmentally Minded

Initiative” and “Sustainable Schools” also

helps to support those who generously

give their time and in doing so, encourages

others to join the cause. To find out more

about how to keep New Zealand beautiful

please visit: www.knzb.org.nz

Every day, the Freightways Group engages with hundreds of thousands of New Zealanders

and Australians in communities big and small. Sponsorship is one way that we look to

add our support to what those communities value. Acting in a sustainable way is part of

being a good corporate citizen and inspiring others to be responsible. Via our network of

motivated and passionate individuals we work with a variety of environmental, educational

and charitable groups. Of the many organisations we engage with as a Group, two are

signature sponsorship partners.

Community

01

Key community initiatives

Child Cancer Foundation

(03)

Kidsline (part of Lifeline)

Keep New Zealand Beautiful

(01)

The Hearing House

Beanies for Babies

Duffy Books

Auckland Rescue Helicopter Trust

(02)

Cancer Society

Auckland Kidney Society

McGrath Foundation

32

Freightways Limited and its subsidiaries

Freightways Limited and its subsidiariesAnnual Report 2018
01

02

03

33

Leading us forward
Susan Sheldon CNZM

Chairman

B.Com, FCA, CF Inst D

Mark Rushworth

BE (Hons), MEM

Kim Ellis

B.CA, B.ENG

Peter Kean

Mark Verbiest

LLB, CF INST D

Abby Foote

LLB (Hons), BCA, CMInstD, INFINZ (Cert)

OUR BOARD

Leading us forward

34

Andrea Staines joined the Board as a non-executive director in August 2018.

Freightways Limited and its subsidiaries

Leading us forward
Mark Troughear

Chief Executive Officer

BMS, Waikato University

Mark Royle

Chief Financial Officer and Company Secretary

B.BUS (Acc), CA

Matthew Cocker

Chief Information Officer

PhD, Georgetown University

Neil Wilson

General Manager, Freightways

Steve Wells

General Manager, Express Package Division

OUR LEADERSHIP TEAM

Freightways Limited and its subsidiariesAnnual Report 2018

35

Directors’ report
Directors’ report

The Directors of Freightways Limited (Freightways) resolved to

submit the following report with respect to the financial position

of the Group as at 30 June 2018 and its financial performance

and cash flows for the year ended on that date.

Directors

The names of the Directors of the Company in office at the date

of this report are:

Sue Sheldon CNZM, B.Com, FCA, CF Inst D.

Sue was appointed a Director in July 2003 and appointed

Chairman in October 2010. She is a Chartered Accountant and

full-time professional director and is currently a director of

Contact Energy Limited and Real Journeys Limited. Sue is

Independent Chair of the Audit & Risk Management Committee of

Christchurch City Council, Independent Chair of the Audit & Risk

Management Committee of Auckland City Council and a former

President of the New Zealand Institute of Chartered Accountants.

Kim Ellis

Kim was appointed a Director in August 2009. He spent 28 years

in chief executive roles in a number of sectors, including 13 years

as Managing Director of Waste Management NZ Limited until

its sale in 2006 to Transpacific Industries Pty Limited, and has

developed businesses in both New Zealand and Australia. Kim is

now a professional director working with both private and listed

companies. Kim is currently a director and the Chairman of NZ Social

Infrastructure Fund Limited, Metlifecare Limited and Sleepyhead

Group Limited. He is also a director of Port of Tauranga Limited,

FSF Management Company Limited and Ballance Agri-Nutrients

Limited and an advisor to Envirowaste Services Limited.

Abby Foote LLB (Hons), BCA, CMInstD, INFINZ (cert)

Abby was appointed a Director in June 2018. She is a professional

director with over 10 years’ governance experience, with qualifications

in both law and accounting. Abby has experience in a range of

senior management, finance and legal roles, with a focus on

corporate finance and commercial transactions. Abby is currently

a director of Z Energy Limited, where she chairs the Health, Safety,

Security & Environment Committee; a director and chair of the

audit & risk committees of The Museum of New Zealand Te Papa

Tongarewa, TVNZ and Livestock Improvement Corporation Limited;

and a director of Sanford Limited.

Peter Kean

Peter was appointed a Director in July 2016. He brings to

Freightways many years of senior executive experience with the

Lion group of companies in both New Zealand and Australia.

Peter’s last executive roles were as Managing Director of Lion

Nathan New Zealand and Managing Director of Lion Dairy and

Drinks, based in Melbourne. Peter retired from Lion in 2014 and

has since developed his career in governance. Peter is also a

director of Sanford Limited, the New Zealand Rugby Union and

a number of private companies.

Mark Rushworth BE(Hons), MEM

Mark was appointed a Director in September 2015. He has extensive

experience in the technology sector, with a decade’s governance

experience, predominantly in the high tech and innovation space.

An electrical engineer by training, with widespread operations and

marketing experience, he spent 4 years on the senior executive

team of Vodafone NZ through until 2010, where among other things

he had executive accountability for the fixed line business and as

executive director of marketing. Mark previously served as chief

executive of Pacific Fibre, Paymark Limited and internet provider

ihug. Mark is Chairman of Genoapay Limited and a director of

GeoOP Limited, Enable Networks Limited and Kin2kin Limited.

Mark Verbiest LLB, CF Inst D.

Mark was appointed a Director in February 2010. He is a professional

director with a strong working knowledge of technology and

technology-related businesses, as well as having extensive capital

markets experience. A lawyer by training, with widespread corporate

legal experience in private practice, he spent over 7 years on the

senior executive team of Telecom NZ through until mid-2008, where

among other things he had executive accountability for two business

units. Mark recently retired from his role as Chairman of Spark

New Zealand Limited. Mark is currently Chairman of Willis Bond

Capital Partners Limited and MyCare Limited, an early-staged digital

company. Mark is also a director of ANZ Bank New Zealand Limited

and Meridian Energy Limited and a member of both the Advisory

Board of The Treasury and the Commercial Operations Advisory

Board of The Treasury.

The Board has determined for the purposes of the NZX Listing Rules

that, as at 30 June 2018, Sue Sheldon, Kim Ellis, Abby Foote, Peter

Kean, Mark Rushworth and Mark Verbiest are independent Directors.

Principal activities

The principal activities of the Group during the year ended 30 June

2018 were the operation of express package & business mail services

and information management services.

Directors’ report

Freightways Limited and its subsidiaries

36

2018
$000

2017

$000

Operating revenue580,886545,262

Operating profit before interest, income tax and amortisation of intangibles96,28693,031

Amortisation of intangibles(1,954)(1,679)

Profit before interest and income tax

94,33291,352

Net interest and finance costs

(9,666)(9,570)

Profit before income tax

84,66681,782

Income tax(22,505)(20,926)

Profit for the year attributable to the shareholders62,16160,856

Group

Fees (per annum)

Position

Note

2018

$

2017

$

Board of DirectorsChairman(1)160,000152,000

Member85,00080,000

Audit & Risk CommitteeChairman(2)15,00010,500

People & Remuneration CommitteeChairman(2)7,5005,000

Committee work pool (if required)48,00045,500

Total annual fee pool limit(3)570,500533,000

Notes:

(1) Inclusive of all fees

(2) Exclusive of Board member fee

(3) Approved by shareholders at Annual Shareholders Meeting in October

Directors’ report

Directors’ report

Consolidated result for the year

Approved remuneration of directors (effective 1 November)

Directors holding office during the year were:

Parent:

Sue Sheldon (Chairman)

Dean Bracewell (resigned 31 December 2017)

Kim Ellis

Abby Foote (appointed 1 June 2018)

Peter Kean

Mark Rushworth

Mark Verbiest

Subsidiaries:

Dean Bracewell (resigned 31 December 2017)

Mark Troughear (appointed 1 January 2018)

Mark Royle

Freightways Limited and its subsidiariesAnnual Report 2018

37

2018
$

2017

$

Directors of Freightways (Parent company)

Sue Sheldon (Chairman)157,333150,767

Roger Corcoran (resigned 27 October 2016)-25,676

Kim Ellis90,00081,417

Abby Foote (appointed 1 June 2018)6,944-

Peter Kean83,33379,333

Mark Rushworth83,33379,333

Mark Verbiest96,83389,767

Total non-executive Directors517,776506,293

Dean Bracewell (Managing Director; resigned 31 December 2017)850,3991,370,140

Total Parent1,368,1751,876,433

Directors of Group subsidiaries only

Mark Troughear (CEO; appointed 1 January 2018)341,564-

Mark Royle (CFO)636,771679,007

978,335679,007

Total Group2,346,5102,555,440

Remuneration received by directors

Remuneration of other officers

Fixed remuneration of other officers, not being directors, representing a range from 76% to 84% of their total remuneration, is benchmarked to

market and consists of base salary and matched Kiwisaver contributions up to a maximum of 3%. The officers participate in an at-risk short-

term incentive (STI) scheme, representing a range from 16% to 24% of their total remuneration, that reflects the achievement of predetermined

company profit levels and individual performance objectives aligned to business strategy and goals. The officers also participate in the

Freightways Senior Executive Performance Share Plan (the ‘Plan’) described in Note 21 of the Financial Statements by way of an annual

allocation of partly-paid shares. The partly-paid shares have a 3-year vesting period and are subject to the achievement of financial hurdles,

as described in Note 21. Both the STI scheme and Senior Executive Performance Share Plan are variable, performance-based incentives

and are only awarded if specific financial and non-financial performance hurdles are met, and at the discretion of the Board. The Company’s

Remuneration Policy can be found at www.freightways.co.nz/about/corporate-governance

Remuneration of executive Directors includes the incentive payments made during the year ended 30 June 2018 in respect of the two

previous six-month performance periods (1 January to 30 June 2017 and 1 July to 31 December 2017). No amount is included above in

respect of incentive payments for the period 1 January to 30 June 2018, as these were paid in August 2018. Remuneration of the past

Managing Director comprised a fixed remuneration package representing 70% of his total remuneration and an ‘at risk’ portion representing

30%, payable on achievement of short-term financial objectives. He also participated in the Freightways Senior Executive Performance

Share Plan described in Note 21 of the Financial Statements by way of an annual allocation of partly-paid shares equivalent to 55% of his

fixed remuneration, but otherwise on the same terms and conditions as other Freightways executives. Remuneration of the Chief Executive

Officer and Chief Financial Officer (being the only Directors of all of Freightways Limited’s subsidiaries) comprises a fixed remuneration

package representing 70% and 78% of their total remuneration, respectively, and an ‘at risk’ portion representing 30% and 22%, respectively.

The performance hurdles for the Chief Executive Officer’s at risk portion, which are set by the Board at the start of each financial year, are

Group financial performance (weighted at 90%) and individual non-financial performance target (weighted at 10%). In the 2018 financial year,

non-financial objectives for both the past Managing Director and the Chief Executive Officer relate to health & safety. The Chief Executive

Officer and Chief Financial Officer also participate in the Freightways Senior Executive Performance Share Plan described in Note 21 of

the Financial Statements by way of an annual allocation of partly-paid shares equivalent to 25% of their respective fixed remuneration, but

otherwise on the same terms and conditions as other Freightways executives. The partly-paid shares have a 3-year vesting period and are

subject to the achievement of financial hurdles, as described in Note 21. The Company’s Remuneration Policy can be found at

www.freightways.co.nz/about/corporate-governance

Freightways Limited and its subsidiaries

38

Directors’ report

Directors’ report

Remuneration of employees
The number of employees, not being directors, within the Group receiving annual remuneration and benefits above $100,000 are as indicated in

the following table:

Group

2018

2017

$100,000 – $109,999 50 49

$110,000 – $119,999 34 31

$120,000 – $129,999 30 21

$130,000 – $139,999 10 24

$140,000 – $149,999 18 19

$150,000 – $159,999 18 6

$160,000 – $169,999 12 16

$170,000 – $179,999 9 10

$180,000 – $189,999 10 7

$190,000 – $199,999 3 10

$200,000 – $209,999 7 6

$210,000 – $219,999 7 5

$220,000 – $229,999 5 4

$230,000 – $239,999 2 -

$240,000 – $249,999 2 2

$250,000 – $259,999 1 1

$260,000 – $269,999 2 -

$270,000 – $279,999 2 -

$280,000 – $289,999-2

$290,000 – $299,99922

$300,000 – $309,99912

$310,000 – $319,9992-

$320,000 – $329,99911

$350,000 – $359,9991-

$360,000 – $369,9991-

$370,000 – $379,99911

$380,000 – $389,99921

$390,000 – $399,999-1

$400,000 – $409,9992-

$410,000 – $419,99911

$450,000 – $459,999-1

$510,000 – $519,999-1

$550,000 – $559,9991-

$680,000 – $689,9991-

Freightways Limited and its subsidiariesAnnual Report 2018

39

Directors’ report

Directors’ report

Entries in the register of directors’ interests
The Register of Directors’ Interests records that the following directors of Freightways Limited and its subsidiaries have an equity interest

in the Company. These Directors therefore have an interest in any transactions between Freightways Limited and any of its subsidiaries:

Freightways Limited shares

At balance date Directors held the following number of equity securities in the Company:

Fully-paid ordinary shares

Partly-paid

ordinary shares

BeneficiallyNon-beneficiallyBeneficially

Director

Sue Sheldon-121,262-

Kim Ellis-50,000-

Abby Foote---

Peter Kean10,500--

Mark Rushworth-8,000-

Mark Verbiest-10,000-

Mark Troughear-399,16714,558

Mark Royle-173,61725,791

Freightways Limited and its subsidiaries

40

Directors’ report

Directors’ report

Number$
Note

Acquired

(Disposed)

Cost

(Sale)

Dean Bracewell (resigned 31 December 2017)

Non-beneficial ownership in shares acquired 13 September 2017(i)42,194211,843

Beneficial ownership in partly-paid shares acquired 13 September 2017(ii)33,932339

Beneficial ownership in partly-paid shares disposed of 13 September 2017(iii)(41)-

Non-beneficial ownership in shares disposed of 30 October 2017(300,000)(2,264,894)

Mark Troughear (appointed 1 January 2018)

Beneficial ownership in shares acquired 13 September 2017(i)5,18626,016

Beneficial ownership in partly-paid shares acquired 13 September 2017(ii)4,06041

Beneficial ownership in partly-paid shares disposed of 13 September 2017(iii)(6)-

Non-beneficial ownership in shares acquired 13 September 2017(iv)3312,334

Mark Royle

Non-beneficial ownership in shares acquired 13 September 2017(i)9,52547,761

Beneficial ownership in partly-paid shares acquired 13 September 2017(ii)7,32873

Beneficial ownership in partly-paid shares disposed of 13 September 2017(iii)(11)-

Notes:

(i) Partly-paid shares fully paid-up under the Freightways Senior Executive Performance Share Plan.

(ii) Allocation of partly-paid shares under the Freightways Senior Executive Performance Share Plan.

(iii) Partly-paid shares redeemed for one cent each and cancelled by the Company under the Freightways Senior Executive

Performance Share Plan.

(iv) Allocation of fully paid shares under the Freightways Employee Share Plan.

The following table shows transactions recorded in respect of securities acquired or disposed of by Directors of the Group during the year

ended 30 June 2018:

Directors’ and officers’ liability insurance

Deeds of indemnity have been granted by the Company in favour of the Directors of the Company and its subsidiaries, to the fullest extent

permitted by the Companies Act 1993. In accordance with the deeds of indemnity, the Company has insured all its Directors 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 positions

as Directors. The insurance does not cover liabilities arising from criminal actions.

For and on behalf of the Board this 13th day of August 2018.

Susan Sheldon

Chairman

Mark Verbiest

Director

Freightways Limited and its subsidiariesAnnual Report 2018

41

Directors’ report

Directors’ report

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Freightways Limited

The financial statements comprise:

the balance sheet as at 30 June 2018;

the income statement for the year then ended;

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

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

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

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

Our opinion

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

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

at 30 June 2018, its financial performance and its cash flows for the year then ended in accordance

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

International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in theAuditor’s responsibilities for the audit of the financial statementssection of

our report.

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

our opinion.

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

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

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

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

accordance with these requirements.

Our firm carries out other services for the Group in the areas of Data Integrity audit, specified

procedures over the poll for the shareholder resolutions at the Annual General Meeting, Executive

Remuneration Benchmarking and other related assurance services. The provision of these other

services has not impaired our independence as auditor of the Group.

Independent auditor’s report

Independent auditor’s report

To the shareholders of Freightways Limited

Freightways Limited and its subsidiaries

42

PwC
Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the

financial statements are free from material misstatement.

Overall Group materiality: $4.15 million, which represents approximately

5% of profit before tax.

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

the benchmark against which the performance of the Group is most

commonly measured by users, and is a generally accepted benchmark.

We have determined that there are two key audit matters:

Impairment assessment of goodwill and brands

Prepaid Ticket Liability (“PTL”)

Materiality

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

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

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

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

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

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and

our application of materiality. As in all of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration of whether there was

evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Group, the

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

We conducted full scope audit work at four divisions which make up 72% of external revenue and 76%

of profit before tax in New Zealand and Australia. The remaining divisions in the Group were not

considered individually significant and depending on our risk assessment were subject to other audit

procedures such as analytical review, enquiry, testing key balances or reconciliations.

Key audit matters

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

our audit of the financial statements of the current year. These matters were addressed in the context

of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Independent auditor’s report

Independent auditor’s report

To the shareholders of Freightways Limited

Freightways Limited and its subsidiariesAnnual Report 2018

43

Freightways Limited and its subsidiaries
44

Independent auditor’s report

Independent auditor’s report

To the shareholders of Freightways Limited

PwC

Key audit matterHow our audit addressed the key audit matter

Impairment assessment of goodwill

and brands

As disclosed in note 13 of the

financial statements, the Group has

goodwill at 30 June 2018 of $208.2

million and brands valued at $114.8

million. The Group is required to

perform an annual impairment

assessment of both goodwill and

brands, which are accounted for as

indefinite life intangible assets.

This is a key focus of our audit due to

the value of these assets on the

balance sheet and the inherent

judgement in assessing these assets

for impairment.

Management prepared an

impairment assessment for the

Group based on the latest forecasts

for each Cash Generating Unit

(‘CGU’) using a discounted cash flow

model to support the goodwill and

brands balance on a value-in-use

basis.

The key assumptions used by

Management in creating their cash

flow model are included in note 13 of

the financial statements and include:

Growth rates;

Terminal growth rates; and

Discount rates.

As detailed in note 13, as a result of

these impairment assessments the

Directors have not identified any

impairment in the current year.

Our audit procedures included aspects of the following

depending on the level of sensitivity of each CGU:

We have considered the appropriate composition of

each CGU.

We tested the calculation of the impairment model

including the inputs and mathematical accuracy of the

model and comparison to the net assets value.

We assessed whether forecast earnings and growth

rates were supportable by performing the following:

assessing the reliability of management’s historical

budgets and forecasts by reference to actual

performance;

assessing whether the growth rates used over the 5

year forecast period were supported by historic

growth;

where appropriate, we understood the key changes

between the performance for the year to 30 June

2018 and the 2019 budget, in particular, key

movements in revenue and expenditure. We

considered these with reference to past

performance and changes that have been made

within the business.

We assessed whether terminal growth rates were

supportable by comparing them against New Zealand

and Australian long-term inflation rates.

We utilised our internal expert to assist us in the review

of the methodology utilised by management in their

value-in-use model and to assess the discount rates

based on our expert’s market and valuation knowledge.

We performed sensitivity analysis over management’s

key assumptions.

We have no matters to report from the procedures we have

undertaken.

Independent auditor’s report
Independent auditor’s report

To the shareholders of Freightways Limited

Freightways Limited and its subsidiariesAnnual Report 2018

45

PwC

Key audit matterHow our audit addressed the key audit matter

Prepaid Ticket Liability (“PTL”)

The prepaid ticket liability is

disclosed as ‘unearned income’ on

the balance sheet which represents

the deferral of revenue in relation to

the sale of prepaid tickets for courier

services in advance of the service

being provided. The PTL at 30 June

2018 was $15.9 million.

The PTL is an area of focus due to the

extent of audit effort that is required

to test the liability.

At each balance sheet date, the

calculation of the PTL is based on the

likely utilisation of the prepaid

tickets outstanding at year end. This

is based on historical prepaid ticket

utilisation. The percentage of prepaid

tickets not expected to be used are

released from the PTL to the income

statement as revenue.

Our audit procedures included the following:

We confirmed that the methodology applied for the

year ended 30 June 2018 was consistent with previous

periods.

We substantively tested the historical sales and use of

prepaid tickets to assess the usage assumptions for the

calculation of the liability in the current year.

We tested the system reports from which the data used

in the PTL calculation and revenue is recorded as

follows:

the sales of prepaid tickets during the year, which

increases the liability, was sample tested to invoices

issued and cash received.

for completeness of sales of prepaid tickets we have

agreed a sample of cash receipts from bank

statements to check whether the sale of prepaid

tickets was recorded as an increase in the liability.

to obtain comfort over the revenue recognised from

prepaid tickets being used, for a sample of

deliveries, we agreed the usage date to the date that

the package was scanned as delivered per the parcel

tracking website, and checked that the driver was

subsequently paid for delivery.

We challenged management’s underlying assumptions

of usage rates and the methodology used in the PTL

calculations by re-computing the usage profile

calculation based on the above tested inputs, as well as

assessing whether the revenue recognition policies

adopted comply with the accounting standards.

We re-performed the calculation of the PTL to test the

mathematical accuracy of the model.

From the evidence obtained and procedures performed, the

outcome of our testing was consistent with management’s

estimate.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the financial statements does not

cover the other information included in the annual report and we do not, and will not express any form

of assurance conclusion on the other information.

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

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

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

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

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

information, we are required to report that fact.

Freightways Limited and its subsidiaries
46

Independent auditor’s report

Independent auditor’s report

To the shareholders of Freightways Limited

PwC

We have nothing to report in this regard, except that not all other information was available to us at

the date of our signing. Prior to the date of this report we had received and read Company Particulars,

Group Profile, Financial Summary, Report from the Chairman and Chief Executive Officer, Directors’

Report, Shareholder Information, Corporate Governance Statement and Directory. The remaining

other information is expected to be made available to us after the date of our report.

Responsibilities of the Directors for the financial statements

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

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

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

material misstatement, whether due to fraud or error.

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

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

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

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

Auditor’s responsibilities for the audit of the financial statements

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

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

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

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

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

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

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

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

External Reporting Board’s website at:

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

report-1/

This description forms part of our auditor’s report.

Who we report to

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

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

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

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

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

The engagement partner on the audit resulting in this independent auditor’s report is Leopino (Leo)

Foliaki.

For and on behalf of:

Chartered Accountants

13 August 2018

Auckland

Group
Note

2018

$000

2017

$000

Operating revenue

2580,886545,262

Other income52,5722,119

Transport and logistics expenses(229,812)(215,883)

Employee benefits expenses(159,161)(149,896)

Occupancy expenses

(26,385)(24,768)

General and administration expenses(57,798)(53,718)

Other expenses5(2,572)(2,119)

Non-recurring items3,52,5563,686

Operating profit before interest, income tax, depreciation

and software amortisation, and amortisation of intangibles110,286104,683

Depreciation and software amortisation3(14,000)(11,652)

Operating profit before interest, income tax and amortisation

of intangibles96,28693,031

Amortisation of intangibles3(1,954)(1,679)

Profit before interest and income tax

94,33291,352

Net interest and finance costs3(9,666)(9,570)

Profit before income tax

84,66681,782

Income tax4(22,505)(20,926)

Profit for the year attributable to the shareholders

62,16160,856

Earnings per share24

Basic earnings per share (cents)40.139.3

Diluted earnings per share (cents)40.039.2

NB: All revenue and earnings are from continuing operations.

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

Income Statement

For the year ended 30 June 2018

Freightways Limited and its subsidiariesAnnual Report 2018

47

Financial statements

Financial statements
Freightways Limited and its subsidiaries

48

Statement of Comprehensive Income

For the year ended 30 June 2018

Group

Note

2018

$000

2017

$000

Profit for the year (NPAT)62,16160,856

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Exchange differences on translation of foreign operations201,775(41)

Cash flow hedges taken directly to equity, net of tax202,2612,927

Total other comprehensive income after income tax4,0362,886

Total comprehensive income for the year attributable

to the shareholders66,19763,742

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

Freightways Limited and its subsidiariesAnnual Report 2018
49

Financial statements

GroupContributed

equity

$000

Retained

earnings

$000

Cash flow

hedge reserve

$000

Foreign

currency

translation

reserve

$000

Total

equity

$000

Balance at 1 July 2017124,430124,072

(6,490)

(5,444)236,568

Profit for the year-62,161--62,161

Exchange differences on translation

of foreign operations

---1,7751,775

Cash flow hedges taken directly to equity,

net of tax--2,261-2,261

Total Comprehensive Income-62,1612,2611,77566,197

Dividend payments-(45,372)--(45,372)

Shares issued830---830

Balance at 30 June 2018125,260140,861(4,229)(3,669)258,223

GroupContributed

equity

$000

Retained

earnings

$000

Cash flow

hedge reserve

$000

Foreign

currency

translation

reserve

$000

Total

equity

$000

Balance at 1 July 2016123,852105,824

(9,417)

(5,403)214,856

Profit for the year-60,856--60,856

Exchange differences on translation

of foreign operations

---(41)(41)

Cash flow hedges taken directly to equity,

net of tax--2,927-2,927

Total Comprehensive Income-60,8562,927(41)

63,742

Dividend payments-(42,608)--(42,608)

Shares issued578---578

Balance at 30 June 2017124,430124,072(6,490)(5,444)236,568

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

Statement of Changes in Equity

For the year ended 30 June 2018

The Board of Directors of Freightways Limited authorised these financial statements for issue on the date below.

For and on behalf of the Board this 13th day of August 2018.

Susan Sheldon

Chairman

Mark Verbiest

Director

Financial statements
Freightways Limited and its subsidiaries

50

Group

Note

2018

$000

2017

$000

Current assets

Cash and cash equivalents77,4108,423

Trade and other receivables882,15077,253

Inventories94,8045,190

Income tax receivable-705

Total current assets94,36491,571

Non-current assets

Trade receivables and other non-current assets8

4,803

3,787

Property, plant and equipment12

103,102

100,992

Intangible assets13

358,419

343,543

Total non-current assets466,324448,322

Total assets560,688539,893

Current liabilities

Trade and other payables15

66,887

65,722

Finance lease liabilities

126

147

Income tax payable5,5253,350

Provisions177101,008

Derivative financial instruments104512,054

Unearned income1815,86415,446

Total current liabilities89,56387,727

Non-current liabilities

Trade and other payables15

3,446

2,867

Borrowings (secured)19

161,800

166,241

Deferred tax liability1437,50635,606

Provisions174,4653,691

Finance lease liabilities286204

Derivative financial instruments10

5,399

6,989

Total non-current liabilities212,902215,598

Total liabilities302,465303,325

Net assets258,223236,568

Equity

Contributed equity

125,260

124,430

Retained earnings

140,861

124,072

Cash flow hedge reserve(4,229)(6,490)

Foreign currency translation reserve(3,669)(5,444)

Total equity

20

258,223236,568

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

Balance Sheet

For the year ended 30 June 2018

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

51

Group

Note

2018

$000

Inflows

(Outflows)

2017

$000

Inflows

(Outflows)

Cash flows from operating activities

Receipts from customers575,864535,943

Payments to suppliers and employees(471,175)(436,385)

Cash generated from operations104,68999,558

Interest received18278

Interest and other costs of finance paid(9,710)(9,820)

Income taxes paid(19,451)(24,559)

Net cash inflows from operating activities

22

75,71065,257

Cash flows from investing activities

Payments for property, plant and equipment(14,062)(21,507)

Payments for software (4,343)(3,689)

Proceeds from disposal of property, plant and equipment1,1601,064

Payments for businesses acquired (net of cash acquired) 29(7,865)(2,648)

Receipts (payments) from (to) associate464(1,671)

Cash flows from other investing activities

(218)

(517)

Net cash outflows from investing activities(24,864)(28,968)

Cash flows from financing activities

Dividends paid(45,372)(42,608)

Increase (decrease) in bank borrowings(7,521)7,174

Proceeds from issue of ordinary shares 704716

Finance lease liabilities repaid(114)(174)

Net cash outflows from financing activities(52,303)(34,892)

Net increase (decrease) in cash and cash equivalents

(1,457)1,397

Cash and cash equivalents at beginning of year8,423

7,065

Exchange rate adjustments

444(39)

Cash and cash equivalents at end of year

7

7,4108,423

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

Statement of Cash Flows

For the year ended 30 June 2018

Financial statements
Freightways Limited and its subsidiaries

52

Notes to the financial statements

For the year ended 30 June 2018

Note 1. Summary of significant accounting policies

(a) Reporting entity and statutory base

Freightways Limited is a company registered under the Companies

Act 1993 and is an FMC reporting entity under Part 7 of the Financial

Markets Conduct Act 2013. The financial statements of the Group

have been prepared in accordance with the requirements of Part 7

of the Financial Markets Conduct Act 2013 and the NZX Main Board

Listing Rules. In accordance with the Financial Markets Conduct

Act 2013, group financial statements are prepared and presented

for Freightways Limited and its subsidiaries. Accordingly, separate

financial statements for Freightways Limited are no longer required

to be prepared and presented.

The financial statements are stated in New Zealand dollars

rounded to the nearest thousand, unless otherwise indicated.

Basis of preparation

The consolidated financial statements of the Group have been

prepared in accordance with Generally Accepted Accounting

Practice in New Zealand (NZ GAAP).

The Group is a for-profit entity for the purposes of complying

with NZ GAAP. The consolidated financial statements comply

with New Zealand equivalents to International Financial Reporting

Standards (NZ IFRS), other New Zealand accounting standards

and authoritative notices that are applicable to entities that apply

NZ IFRS. The consolidated financial statements also comply with

International Financial Reporting Standards (IFRS).

Certain comparatives have been restated to align with current

year presentation.

The consolidated financial statements have been prepared on a

historical cost basis, except for derivative financial instruments,

which have been measured at fair value and assets held for sale

which are stated at fair value less estimated costs to sell.

Critical accounting estimates and judgements

The preparation of financial statements in conformity with NZ IFRS

requires the use of certain critical accounting estimates, where

necessary, and may require management to exercise judgement in

the process of applying the Group’s accounting policies. There are

no judgements made that are considered to have a significant risk

of causing a material adjustment to the carrying value of assets

or liabilities. Specific areas of critical accounting estimates and

assumptions used are as follows:

(i) Carrying value of indefinite life intangible assets

Impairment reviews are performed by management, at least

annually, to assess the carrying value of indefinite life intangible

assets, including goodwill and brand names. The recoverable

amounts of cash-generating units have been determined based

on value-in-use calculations. These calculations require the use

of estimates. Refer to Note 13.

(ii) Accounting for unearned income

An unearned income liability is recorded in the balance sheet

reflecting the future service obligation for products that have been

sold in advance of their use. The balance is supported by reference

to historical customer prepaid product usage patterns.

Accordingly, the balance is sensitive to movements in the future

level of customer purchases and use of prepaid products, which

involves estimates. Management regularly review the historical

usage patterns to ensure adequate unearned income

is recognised.

(iii) Fair value of derivatives

The fair value of financial instruments that are not traded in an

active market is determined by using valuation techniques. The

Group uses its judgement to select a variety of valuation methods

and makes assumptions that are mainly based on market

conditions existing at the end of each reporting period.

(iv) Customer relationships

The estimation of the useful lives of customer relationships

has been based on historical experience. The useful lives are

reviewed at least once per year and adjustments to useful

lives are made when considered necessary.

(v) Acquisition earn-out amounts payable

The valuation of the Group’s acquisition earn-out amounts payable

are based on the post-acquisition performance of the acquired

businesses. These fair value measurements require, among other

things, significant estimation of post-acquisition performance

of the acquired business and judgment on time value of money.

Acquisition earn-out amounts payable shall be remeasured at

their fair value resulting from events or factors that emerge after

the acquisition date, with any resulting gain or loss recognised

in the income statement. Judgement is applied to determine key

assumptions (such as growth in sales and margins) adopted in

the estimate of post-acquisition performance of the acquired

business. Judgement is also applied to determine the appropriate

discount rate applied to calculate the present value of the amount

payable. Changes to key assumptions may impact the future

payable amount. Refer also to Note 29.

(b) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities that are controlled either directly by the

Company or where the substance of the relationship between the

Company and the entity indicates the Company controls it. The

results of businesses acquired or disposed of during the year are

included in the consolidated income statement from the date of

acquisition or up to the date of disposal.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

53

Notes to the financial statements

For the year ended 30 June 2018

The consolidated financial statements include the Company and

its subsidiaries accounted for using the acquisition method. The

cost of an acquisition is measured as the fair value of the assets

acquired, equity instruments issued and liabilities incurred or

assumed at the date of acquisition. Costs directly attributable to

the acquisition are expensed to the income statement. Identifiable

assets acquired, liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair values at

acquisition date. The excess of the consideration transferred over

the fair value of the Group’s share of the identifiable net assets

acquired is recorded as goodwill.

All material transactions between subsidiaries or between the

Company and subsidiaries are eliminated on consolidation.

Accounting policies of subsidiaries are consistent with those

adopted by the Group.

Any contingent consideration to be transferred by the Group

is recognised at fair value at the acquisition date. Subsequent

changes to the fair value of the contingent consideration that is

deemed to be an asset or liability is recognised in accordance

with NZ IAS 39 either in the income statement or as a change

to other comprehensive income. Contingent consideration that

is classified as equity is not remeasured, and its subsequent

settlement is accounted for within equity.

(ii) Joint arrangements and joint ventures

The Group applies NZ IFRS 11 to all joint arrangements.

Under NZ IFRS 11 investments in joint arrangements are

classified as either joint operations or joint ventures depending

on the contractual rights and obligations of each investor.

The Group has assessed the nature of its joint arrangements

and determined them to be joint ventures. Joint ventures are

accounted for using the equity method.

Under the equity method of accounting, interests in joint

ventures are initially recognised at cost and adjusted thereafter

to recognise the Group’s share of the post-acquisition profits

or losses and movements in other comprehensive income.

When the Group’s share of losses in a joint venture equals or

exceeds its interests in the joint venture (which includes any

long-term interests that, in substance, form part of the Group’s

net investment in the joint venture), the Group does not

recognise further losses, unless it has incurred obligations

or made payments on behalf of the joint venture.

Unrealised gains on transactions between the Group and

its joint ventures are eliminated to the extent of the Group’s

interest in the joint ventures. Unrealised losses are also

eliminated unless the transaction provides evidence of an

impairment of the asset transferred. Accounting policies of

joint ventures are changed where necessary to ensure

consistency with the policies adopted by the Group.

(c) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each entity in the

Group are measured using the currency that best reflects the

primary economic environment in which the entity operates

(the “functional currency”). The consolidated financial statements

are presented in New Zealand Dollars, which is the Company’s

functional currency and the Group’s presentation currency.

(ii) Transactions and balances

Transactions in foreign currencies are translated into the

functional currency using the foreign exchange rate ruling

at the date of the transaction. Foreign exchange gains and

losses resulting from the settlement of such transactions and

from the translation at year-end exchange rates of monetary

assets and liabilities denominated in foreign currencies are

recognised in the income statement, except when deferred

in equity as qualifying cash flow hedges.

(iii) Foreign operations

The results and balance sheets of foreign operations (none

of which has the currency of a hyperinflationary economy)

that have a functional currency different from the presentation

currency are translated into the presentation currency as follows:

· assets and liabilities for the balance sheet presented are

translated at the closing rate at the date of the balance sheet

· income and expenses for the income statement are translated

at average exchange rates (unless this is not a reasonable

approximation of the cumulative effect of the rates prevailing on

the transaction dates, in which case income and expenses are

translated at the dates of the transactions)

· all resulting exchange differences are recognised as a separate

component of equity.

Goodwill and fair value adjustments arising on the acquisition of a

foreign operation are treated as assets and liabilities of the foreign

operation and translated at the closing rate.

(d) Revenue recognition

(i) Goods and services

Revenue is measured at the fair value of the consideration

received and receivable for goods and services supplied to

customers in the ordinary course of business. The Group

recognises revenue when the amount of revenue can be reliably

measured and when it is probable that future economic benefits

will flow to the entity. Income invoiced and received in advance

of a service being provided is recorded in the balance sheet as

‘Unearned Income’. This income is brought to account in the

year in which the service is provided.

Financial statements
Freightways Limited and its subsidiaries

54

Notes to the financial statements

For the year ended 30 June 2018

(ii) Interest income

Interest income is recognised on a time-proportionate basis

using the effective interest method, which takes into account

the effective yield on the relevant financial asset.

(iii) Dividend income

Dividend income from investments is recognised when

the shareholder’s right to receive payment is established.

(e) Impairment of non-financial assets

Assets that have an indefinite life are not subject to amortisation

and are tested annually for impairment. Assets that are subject to

amortisation or depreciation are reviewed for impairment whenever

events or changes in circumstances indicate that the carrying

amount may not be recoverable. An impairment loss is recognised

for the amount by which the asset’s carrying amount exceeds

its recoverable amount. The recoverable amount is the higher

of an asset’s fair value, less costs to sell, and value-in-use. For

the purposes of assessing impairment, assets are grouped at

the lowest levels for which there are separately identifiable cash

flows (cash-generating units).

(f) Financial assets

Regular purchases and sales of financial assets are recognised

on the trade date, i.e. the date on which the Group commits to

purchase or sell the asset. Financial assets are derecognised when

the rights to receive cash flows from the investments have expired

or the Group has transferred substantially all the risks and

rewards of ownership.

Financial assets are classified into the following specified

categories: financial assets ‘at fair value through profit or loss’

and ‘loans and receivables’. The classification depends on the

nature and purpose of the financial assets and is determined

at the time of initial recognition.

(i) Financial assets at fair value through profit or loss

This category has two sub-categories: financial assets held for

trading and those designated at fair value through profit or loss

at inception. A financial asset is classified in this category if

acquired principally for the purpose of selling in the short

term or if so designated by management. Derivatives are also

categorised as held for trading unless they are designated as

hedges. Assets in this category are classified as current assets

if they are either held for trading or are expected to be realised

within 12 months of the balance date.

(ii) Loans and receivables

Loans and receivables are non-derivative instruments with fixed

or determinable payments that are not quoted in an active market.

They are included in current assets, except for maturities greater

than 12 months after the balance date, which are classified as

non-current assets. Loans and receivables are reported separately

in Trade and other receivables and Cash and cash equivalents on

the balance sheet.

(g) Derivative financial instruments

Derivative financial instruments, such as interest rate caps and

collar contracts and fixed rate agreements are entered into from

time to time to manage interest rate exposure on borrowings.

Forward exchange contracts are also entered into from time to

time to manage foreign exchange exposures. Derivative financial

instruments are initially recognised at fair value on the date a

derivative contract is entered into and are subsequently remeasured

and restated to their fair value at the reporting date. The method

of recognising the resultant gain or loss depends on whether

the derivative financial instrument is designated as a hedging

instrument and, if so, the nature of the item being hedged. The

Group designates derivative financial instruments as either fair value

hedges (hedges of the fair value of recognised assets or liabilities or

a firm commitment) or cash flow hedges (hedges of highly probable

forecast transactions).

At the inception of the transaction, the Group documents the

relationship between the hedging instrument and the hedged

item, as well as its risk management objective and strategy for

undertaking the hedge transaction. The Group also documents its

assessment, both at hedge inception and on an ongoing basis, of

whether the derivative financial instruments that are used in hedging

transactions have been and will continue to be highly effective in

offsetting changes in fair values or cash flows of hedged items.

(i) Fair value hedges

Changes in the fair value of derivative financial instruments

that are designated and qualify as fair value hedges are recorded

in the income statement, together with any changes in the fair

value of the hedged asset or liability that are attributable to the

hedged risk.

(ii) Cash flow hedges

The effective portion of changes in the fair value of derivative

financial instruments that are designated and qualify as cash

flow hedges is recognised in equity in the cash flow hedge

reserve. The gain or loss relating to any ineffective portion is

recognised immediately in the income statement.

Amounts taken to equity are transferred to the income statement

when the hedged transaction affects profit or loss, such as when

hedged income or expenses are recognised or when a forecast

sale or purchase occurs. When the hedged item is the cost of a

non-financial asset or liability, the amounts taken to equity are

transferred to the initial carrying amount of the non-financial asset

or liability.

If the forecast transaction is no longer expected to occur,

amounts previously recognised in equity are immediately

transferred to the income statement. If the hedging instrument

expires or is sold, terminated or exercised without replacement

or rollover, or if its designation as a hedge is revoked, amounts

previously recognised in equity remain in equity until the forecast

transaction occurs. If the related transaction is not expected to

occur, the amount is taken immediately to the income statement.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

55

Notes to the financial statements

For the year ended 30 June 2018

(iii) Derivatives that do not qualify for hedge accounting

Certain derivative financial instruments do not qualify for

hedge accounting or hedge accounting has not been

adopted. Changes in the fair value of these derivative

financial instruments are recognised immediately in the

income statement.

(h) Fair value estimation

The fair value of financial assets and financial liabilities is

estimated for recognition and measurement or for disclosure

purposes. The fair value of financial instruments that are not

traded in an active market (for example, over the counter

derivatives) is determined using accepted treasury valuation

techniques, such as estimated discounted cash flows, by an

external treasury management system provider. The carrying

value of trade receivables (less provision for doubtful receivables)

and payables approximatetheir fair values.

(i) Employee entitlements

(i) Wages, salaries and annual leave

Liabilities for wages and salaries, including non-monetary

benefits, and annual leave expected to be settled within

12 months of the reporting date are recognised in respect

of employees’ services rendered up to the reporting date.

They are measured for recognition by assessing the amounts

expected to be paid when the liabilities are settled.

(ii) Long service leave

Liability for long service leave is recognised and measured

as the present value of expected future payments to be made

in respect of services provided by the employee. Consideration

is given to expected future wage and salary levels, experience

of employee departures and periods of service.

(iii) Share-based compensation

The Group operates an equity-settled, share-based compensation

plan for senior executives, under which the Group receives

services from employees as consideration for partly-paid ordinary

shares in the Company. The fair value of the employee services

received in exchange for the partly-paid ordinary shares is

recognised as an expense. The total amount to be expensed

is determined by reference to the fair value of the partly-paid

ordinary shares allotted, taking into account market vesting

conditions (for example, total shareholder return measures such

as outperforming the median of the NZX50 Index), but excluding

the impact of any non-market service and performance vesting

conditions (for example, compound growth rates for earnings per

share and remaining an employee of the Group over a specified

time period). Non-market vesting conditions are included in

assumptions about the number of partly-paid ordinary shares that

are expected to vest. The total amount expensed is recognised

over the relevant vesting period, which is the period over which

all of the specified vesting conditions are to be satisfied. At each

balance sheet date, the Group revises its estimates of the number

of partly-paid ordinary shares that are expected to vest based on

the non-market vesting conditions. It recognises the impact of the

revision to original estimates, if any, in the income statement.

(j) Capitalised interest and finance costs

Interest and finance costs incurred for the construction of a

qualifying asset are capitalised during the period of time that

is required to complete and prepare the asset for its intended

use. Other interest and finance costs are expensed.

(k) Goods and services tax (GST)

The income statement and statement of cash flows have been

prepared so that all components are stated exclusive of GST.

All items in the balance sheet are stated net of GST, with the

exception of trade receivables and payables, which include

GST invoiced.

(l) Changes in accounting policies

The accounting policies and methods of computation are

consistent with those used in the prior year.

Financial statements
Freightways Limited and its subsidiaries

56

Notes to the financial statements

For the year ended 30 June 2018

As at and for the year ended 30 June 2018:

Express

Package &

Business

Mail

$000

Information

Management

$000

Corporate

$000

Inter-

segment

Elimination

$000

Consolidated

Operations

$000

Income statement

Sales to external customers

427,096153,789 1-580,886

Inter-segment sales

1,664 384,535 (6,237) -

Total revenue

428,760153,827 4,536 (6,237) 580,886

Operating profit before non-recurring items,

interest, income tax, depreciationand software

amortisation, and amortisation of intangibles

74,84035,378(2,488)-107,730

Non-recurring items

-2,556--2,556

Operating profit before interest, income

tax, depreciation and software amortisation,

and amortisation of intangibles

74,84037,934(2,488)-110,286

Depreciation and software amortisation

(6,931) (5,550) (1,519) -(14,000)

Operating profit before interest, income

tax and amortisation of intangibles

67,90932,384(4,007)-96,286

Amortisation of intangibles

(50)(1,904)--(1,954)

Profit before interest and income tax

67,85930,480(4,007)-94,332

Net interest and finance costs

(20)(251)(9,395)-(9,666)

Profit before income tax

67,83930,229(13,402)-84,666

Income tax

(18,729)(8,105)4,329-(22,505)

Profit for the year attributable to the

shareholders

49,110 22,124 (9,073) -62,161

Balance sheet

Segment assets300,254220,93039,504-560,688

Segment liabilities60,08029,623212,762-302,465

Additions to non-current assets, excluding

deferred tax asset10,20419,93948-30,191

Note 2. Segment reporting

A segment is a component of the Group that can be distinguished from other components of the Group by the products or services it sells, the

primary market it operates in and the risks and returns applicable to it. Operating segments are reported upon in a manner consistent with the

internal reporting used by the Chief Executive Officer, as the chief operating decision maker, and the Board for allocating resources, assessing

performance and strategic decision making.

The Group is organised into the following reportable operating segments:

Express package & business mail: Comprises network courier, point-to-point courier and postal services.

Information management: Comprises secure paper-based and electronic business information management services.

Corporate and other: Comprises corporate, financing and property management services.

The Group has no individual customer that represents more than 3% of external sales revenue.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

57

Notes to the financial statements

For the year ended 30 June 2018

As at and for the year ended 30 June 2017:

Express

Package &

Business

Mail

$000

Information

Management

$000

Corporate

$000

Inter-

segment

Elimination

$000

Consolidated

Operations

$000

Income statement

Sales to external customers401,071144,1901-545,262

Inter-segment sales1,522474,510(6,079)-

Total revenue

402,593144,2374,511(6,079)545,262

Operating profit before non-recurring

items, interest, income tax, depreciation

and software amortisation, and amortisation

of intangibles70,35332,727(2,083)-100,997

Non-recurring items-3,686--3,686

Operating profit before interest, income

tax, depreciation and software amortisation,

and amortisation of intangibles70,35336,413(2,083)-104,683

Depreciation and software amortisation(5,083)(5,050)(1,519)-(11,652)

Operating profit before interest, income

tax and amortisation of intangibles65,27031,363(3,602)-93,031

Amortisation of intangibles(50)(1,629)--(1,679)

Profit before interest and income tax65,22029,734(3,602)-91,352

Net interest and finance costs(30)(320)(9,220)-(9,570)

Profit before income tax65,19029,414(12,822)-81,782

Income tax(18,050)(6,883)4,007-(20,926)

Profit for the year attributable to the

shareholders47,14022,531(8,815)-60,856

Balance sheet

Segment assets292,718206,12641,049-539,893

Segment liabilities83,06532,940187,320-303,325

Additions to non-current assets, excluding

deferred tax asset19,45612,56796-32,119

Segment assets and liabilities are disclosed net of inter-company balances.

For the year ended 30 June 2018, external revenue from customers in the Group’s New Zealand and Australian operations

was $472.6 million and $108.3 million, respectively (2017: $444.1 million and $101.2 million, respectively). As at 30 June 2018,

non-current assets in respect of the New Zealand and Australian operations (excluding deferred tax assets) were $310.9 million

and $155.4 million, respectively (2017: $308.2 million and $140.2 million, respectively).

Financial statements
Freightways Limited and its subsidiaries

58

Notes to the financial statements

For the year ended 30 June 2018

Group

Note

2018

$000

2017

$000

Income

Interest income180443

Operating expenses

Net loss (gain) on disposal of property, plant and equipment(994)229

Depreciation 1211,7789,838

Amortisation of intangible assets131,9541,679

Amortisation of software 132,222 1,814

Operating lease expenses24,28123,062

Auditors’ fees

Audit of annual financial statements and review

of interim financial statements 402369

Annual Shareholders Meeting specified procedures87

Directors benchmarking fees2210

Data integrity audit54-

Costs of offering credit

Impairment loss (gain) on trade receivables(13)23

Interest and finance costs

Interest on bank borrowings9,7089,606

Interest on finance leases2430

Derivative fair value movement(52)208

Unwinding of discount on acquisition earn-out liability166169

Other

Net foreign exchange loss (gain)318

Directors’ fees518506

Donations347300

Non-recurring (gain) loss*

Insurance proceeds for replacement racking(2,994)-

Impairment loss on damaged racking1,978-

Reversal of earn-out payables(1,540)(5,630)

Premises relocation cost-1,944

* Non-recurring items for the years ended 30 June 2018 and 30 June 2017, as applicable, relate to:

· insurance proceeds received from the Group’s insurers to reinstate racking in Wellington damaged by the North Canterbury earthquake;

· impairment loss related to the write-off of the earthquake-damaged racking in Wellington;

· reversal of previously-accrued earn-out payables that are no longer expected to be paid; and

· relocation costs of the TIMG business in Sydney.

Note 3. Income and expenses

Profit before income tax includes the following specific income and expenses:

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

59

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

$000

2017

$000

Current tax

Current tax on profit for the year22,32521,037

Deferred tax (Note 14)

Reversal of temporary differences180 (111)

Total deferred tax180 (111)

Income tax expense22,505 20,926

Income tax applicable to the Group’s net profit before tax differs from the theoretical amount that would arise using the weighted average

tax rate applicable to the profits of the consolidated entities, as follows:

Profit before income tax84,666 81,782

Income tax calculated at domestic tax rates applicable to the accounting

profits in the respective countries23,934 23,151

Tax-effect of amounts which are treated differently

when calculating taxable income:

· Additional amounts deductible

(1,426)(2,578)

· Other(3)353

Income tax expense22,50520,926

The Group has no tax losses (2017: Nil) and no unrecognised temporary differences (2017: Nil).

Note 4. Income tax expense

The income tax expense for the year is the tax payable on the current year’s taxable income based on the income tax rate for each jurisdiction

adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and

their carrying amounts in the financial statements.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or

liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied

to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made

for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in

relation to these temporary differences if they arose as a result of a transaction, other than a business combination, that at the time of the

transaction did not affect either accounting profit or taxable income.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable

amounts will be available to utilise those temporary differences and losses.

Current and deferred tax balances attributable to amounts that have been recognised directly in equity, are also taken directly to equity.

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

liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the

same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Financial statements
Freightways Limited and its subsidiaries

60

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

$000

2017

$000

Imputation credits account

Imputation credits available for use in subsequent reporting periods31,28730,284

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

(a) Imputation credits that will arise from the payment of the amount of the provision for income tax;

(b) Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date; and

(c) Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

Imputation credits that will be attached to the final dividend for 2018 which was declared subsequent to 30 June 2018 will reduce

the above-stated available balance of imputation credits by approximately $9.2 million.

2017 ($000)Before taxTax (charge)

/Credit

After tax

Exchange difference on translation of foreign operations(41)-(41)

Cash flow hedges taken directly to equity 4,066(1,139)2,927

Other comprehensive income4,025(1,139)2,886

Current tax-

Deferred tax (1,139)

(1,139)

The tax (charge)/credit relating to components of other comprehensive income is as follows:

2018 ($000)Before taxTax (charge)

/credit

After tax

Exchange difference on translation of foreign operations1,775-1,775

Cash flow hedges taken directly to equity 3,140(879)2,261

Other comprehensive income4,915(879)4,036

Current tax-

Deferred tax (879)

(879)

Note 5. Impairment loss and compensation

Included in non-recurring items is an impairment loss of $2 million related to the information management division’s racking at its Porirua

site in Wellington that was damaged by the North Canterbury earthquake. It has been determined that all of this racking will be replaced

under insurance. Accordingly, also included in non-recurring items is $3 million of insurance proceeds received from the Group’s insurers

to reinstate this damaged racking.

Included in other expenses is an amount of $2.6 million in additional costs of operations resulting from the above-mentioned earthquake,

which are also recoverable from insurance, and compensation of $2.6 million received from the Group’s insurers for these additional costs

of operations has been included in other income.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

61

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

$000

2017

$000

Comprises

· Cash at bank

7,301

8,318

· Overnight deposits

109 105

Cash and cash equivalents in statement of cash flows

7,4108,423

Group

2018

$000

2017

$000

Recognised amounts

Fully imputed dividends declared and paid during the year:

Final dividend for 2017 at 14.75 cents per share (2016: 14.5 cents)22,88022,466

Interim dividend for 2018 at 14.5 cents per share (2017: 13.0 cents)

22,49220,142

45,37242,608

Unrecognised amounts

Final dividend for 2018 at 15.25 cents per share (2017: 14.75 cents)

23,712 22,884

Subsequent to balance date the above unrecognised dividend was approved by a directors’ resolution dated 13 August 2018.

This amount has not been recognised as a liability at the reporting date, but will be brought to account when paid.

Note 7. Cash and cash equivalents

Cash and cash equivalents comprise cash balances and overnight deposits. Bank overdrafts that are repayable on demand and form an

integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement

of cash flows. Bank overdrafts are shown within borrowings in the current liabilities on the balance sheet to the extent they exceed the

legal right of off-set against cash included in current assets.

Note 6. Dividends

Note 8. Trade receivables and other non-current assets

Trade and other receivables are recognised at their fair value and subsequently measured at amortised cost using the effective interest rate,

less provision for impairment.

Financial statements
Freightways Limited and its subsidiaries

62

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

$000

2017

$000

Current

Trade receivables70,99467,249

Provision for doubtful receivables(1,629)(1,655)

69,36565,594

Other debtors and prepayments12,44911,390

Share plan loans receivable from employee336269

82,15077,253

Non-current

Share plan loans receivable from employees198140

Other non-current assets4,6053,647

4,8033,787

Trade receivables are non-interest bearing and are generally on 7-30 day terms.

Recoverability of trade and other receivables is reviewed on an ongoing basis. Amounts that are known to be uncollectible are

written-off when identified. An allowance for doubtful receivables is raised when there is objective evidence that the Group will

not be able to collect all amounts due according to the original terms of the receivable.

The movements in the provision for doubtful receivables for the Group were as follows:

Group

2018

$000

2017

$000

Opening balance1,6551,649

Provision for doubtful receivables74192

Receivables written off during the year as uncollectible(117)(188)

Exchange rate movement172

Closing balance (Note 27.1(b))1,6291,655

Group

2018

$000

2017

$000

Finished goods1,9231,682

Ticket stocks, uniforms and consumables2,8813,508

4,8045,190

Note 9. Inventories

Inventories are stated at the lower of cost, determined on a first-in-first-out basis, and net realisable value. Full provision is made for

obsolescence, where applicable. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated

costs of completion and the estimated costs necessary to make the sale. The cost of inventories recognised as an expense and included

in ‘general and administration expenses’ amounted to $11.7 million (2017: $12.3 million).

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

63

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

$000

Asset (Liability)

2017

$000

Asset (Liability)

Current

Interest rate swaps – cash flow hedge(264)(1,470)

Forward foreign exchange contracts – cash flow hedge(187)(584)

(451)(2,054)

Non-current

Interest rate swaps – cash flow hedge(5,119)(5,584)

Forward foreign exchange contracts – cash flow hedge(280)(1,405)

(5,399)(6,989)

The notional or principal contract amounts of derivative financial instruments outstanding at balance date are:

NZDAUD

2018

$000

2017

$000

2018

$000

2017

$000

Interest rate swaps59,00079,00058,00068,000

Forward foreign exchange contracts29,55125,021--

Note 10. Derivative financial instruments

An income of $0.1 million, representing predominantly the hedge instrument expiring, was recognised in the income statement during

the year (2017: $0.2 million).

(i) Forward foreign exchange contracts

The forward foreign exchange contracts hedge highly probably forecast transactions denominated in foreign currency and are timed

to mature when payments are scheduled to be made. Gains and losses recognised in the hedging reserve in equity on forward foreign

exchange contracts as of 30 June 2018 are recognised in the income statement in the period during which the hedged forecast

transaction affects the income statement. The cash flows are expected to occur monthly for the next five years.

(ii) Interest rate swaps

The interest rate derivatives are 100% effective as cash flow hedges against the future interest payments of the Group (2017: 100%).

Gains and losses recognised in the hedging reserve in equity on interest rate swap contracts as of 30 June 2018 will be continuously

released to the income statement within finance costs until the repayment of the applicable bank borrowings.

Financial statements
Freightways Limited and its subsidiaries

64

Notes to the financial statements

For the year ended 30 June 2018

Name of entityPrincipal activitiesCountry of Incorporation

Air Freight NZ LimitedExpress package linehaulNew Zealand

Castle Parcels LimitedExpress package servicesNew Zealand

Fieldair Engineering LimitedGeneral & aviation engineering servicesNew Zealand

Fieldair Holdings LimitedAviation-related servicesNew Zealand

Freightways Finance LimitedGroup treasury managementNew Zealand

Freightways Information Services LimitedIT infrastructure support servicesNew Zealand

Freightways Properties LimitedProperty managementNew Zealand

Freightways Trustee Company LimitedTrustee of Freightways Employee Share PlanNew Zealand

Info Management Services Australia LPAustralian treasury servicesAustralia

LitSupport Pty LimitedInformation managementAustralia

Med-X Pty LimitedInformation managementAustralia

Messenger Services LimitedExpress package servicesNew Zealand

New Zealand Couriers LimitedExpress package servicesNew Zealand

New Zealand Document Exchange LimitedBusiness mailNew Zealand

NOW Couriers LimitedExpress package servicesNew Zealand

Parceline Express LimitedExpress package linehaulNew Zealand

Post Haste LimitedExpress package servicesNew Zealand

Shred-X Pty LimitedInformation managementAustralia

The Information Management Group (NZ) LimitedInformation managementNew Zealand

The Information Management Group Pty LimitedInformation managementAustralia

Other than the formation of a new subsidiary, Med-X Pty Limited, to facilitate the acquisition of medical waste businesses in Australia,

there has been no change in investments in subsidiaries during the year.

Note 11. Investments in subsidiaries

The Company’s investment in its only directly-owned subsidiary, Freightways Express Limited (FEL), comprises shares at cost.

Listed below are all the significant subsidiaries wholly-owned directly or indirectly by FEL. All subsidiaries have a balance date of 30 June.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

65

Notes to the financial statements

For the year ended 30 June 2018

LandBuildingsLeasehold

alterations

Motor

vehicles

EquipmentTotal

2018 ($000)

Opening net book value

13,748 23,452 3,618 5,739 54,435 100,992

Additions-11753 2,347 10,880 13,991

Acquisitions through business

combinations (Note 29)---7373481,085

Depreciation expense-(1,607) (665) (1,435) (8,071) (11,778)

Disposals--(3)(114) (2,029) (2,146)

Exchange rate movement52 51 59 157 639 958

Closing net book value13,800 21,907 3,762 7,431 56,202 103,102

As at end of year

Cost13,800 39,509 9,58717,280 115,662 195,838

Accumulated depreciation-(17,602) (5,825) (9,849) (59,460) (92,736)

Net book value13,80021,907 3,7627,43156,202 103,102

Note 12. Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

Historical cost includes all expenditure directly attributable to the acquisition or construction of the item, including interest.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated will flow to the Group and the cost of the asset can be measured reliably. Such cost includes the

cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. The carrying amount of the replaced

part is derecognised. All other repairs and maintenance costs are recognised in the income statement as incurred.

Depreciation is calculated on a straight line basis on all tangible fixed assets, other than land and leasehold improvements, so as to expense

the cost of the assets to their estimated residual values over their estimated useful lives. Land is not depreciated. Leasehold improvements

are depreciated over the shorter of the unexpired period of the lease and the estimated useful life of the improvements. Estimated useful lives

are as follows:

Estimated useful life

Buildings 25 to 50 years

Leasehold alterations period of the lease or estimated useful life

Motor vehicles 5 to 10 years

Equipment 3 to 20 years

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

Financial statements
Freightways Limited and its subsidiaries

66

Notes to the financial statements

For the year ended 30 June 2018

LandBuildingsLeasehold

alterations

Motor

vehicles

EquipmentTotal

2017 ($000)

Opening net book value

13,744 25,061 3,2594,851 40,764 87,679

Additions--1,110 2,156 19,968 23,234

Acquisitions through business

combinations----144144

Depreciation expense-(1,607) (638) (1,269) (6,324) (9,838)

Disposals-(7)(118)(6) (161) (292)

Exchange rate movement4 5 5 7 44 65

Closing net book value13,748 23,452 3,6185,739 54,435 100,992

As at end of year

Cost13,748 39,434 9,001 13,750 112,311 188,244

Accumulated depreciation-(15,982) (5,383) (8,011) (57,876) (87,252)

Net book value13,748 23,452 3,6185,73954,435 100,992

The cost of equipment in respect of assets under construction for which depreciation has not commenced as at 30 June 2018 is

$3 million (2017: Nil).

The latest independent valuations of land and buildings (performed in June 2018) assess these assets to have a total fair value of

$71.3 million. The fair values have been derived using the direct capitalisation approach. The valuation technique uses significant

unobservable inputs, namely capitalisation rate and potential new market income of land and buildings. Therefore, these are

considered level 3 valuations, as defined in Note 27.1(d).

Note 13. Intangible assets

(i) Goodwill

Goodwill represents the excess of the consideration transferred in an acquisition over the fair value of the Group’s share of the net

identifiable assets of the acquired business at the date of acquisition. Goodwill is not amortised, but is tested for impairment annually

or whenever events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment

losses. Goodwill is allocated to cash-generating units for the purpose of impairment testing.

(ii) Brand names

Acquired brand names are recognised at cost, being their fair value at the date of acquisition if acquired in a business combination.

Brand names with indefinite useful lives are not subject to amortisation, but are tested for impairment annually or whenever events

or changes in circumstances indicate that they might be impaired, and are carried at cost less amortisation and impairment losses.

The useful lives and amortisation methods are reviewed and adjusted, if appropriate, at each balance sheet date.

Brand names are allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating

units or groups of cash-generating units that are expected to benefit from the brand names.

An independent valuation of the brand names was conducted by Deloitte in July 2018. This independent report assessed the fair market

value of the brand names as at 30 June 2018 to be between $349 million and $385 million, using the value-in-use approach. The valuation

technique uses significant unobservable inputs, namely discount rate, growth rate and cash flow. Therefore, these are considered level 3

valuations, as defined in Note 27.1(d).

(iii) Computer software

External software costs, together with payroll and related costs for employees directly associated with the development of software,

are capitalised. Costs associated with upgrades and enhancements are capitalised to the extent they result in additional functionality.

Amortisation is charged on a straight-line basis over the estimated useful life of the software which ranges between 3 and 10 years.

Included in the cost of software is work in progress of $2.9 million (2017: $2.9 million) for which amortisation has not commenced.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

67

Notes to the financial statements

For the year ended 30 June 2018

GoodwillBrand

names

SoftwareCustomer

relationships

OtherTotal

2018 ($000)

Opening net book value

197,287114,045 12,17917,044 2,988 343,543

Additions--4,343 -218 4,561

Acquisition through business

combinations (Note 29)8,145--2,419 -10,564

Amortisation expense

--(2,222) (1,686) (268) (4,176)

Exchange rate movement2,747 730 59 309 82 3,927

Closing net book value208,179 114,775 14,35918,086 3,020 358,419

As at end of year

Cost226,841 114,775

27,540

24,979

4,526

398,661

Accumulated amortisation(18,662)-(13,181) (6,893) (1,506) (40,242)

Net book value

208,179 114,775 14,359 18,086 3,020 358,419

GoodwillBrand

names

SoftwareCustomer

relationships

OtherTotal

2017 ($000)

Opening net book value

193,037113,976 10,29717,946 2,648 337,904

Additions--3,689 -517 4,206

Acquisition through

business combinations 3,972--554 -4,526

Amortisation expense

--(1,814) (1,498) (181) (3,493)

Exchange rate movement278 69 7 42 4 400

Closing net book value197,287 114,045 12,17917,044 2,988 343,543

As at end of year

Cost215,949 114,045

23,099

22,118

4,215

379,426

Accumulated amortisation(18,662)-(10,920) (5,074) (1,227) (35,883)

Net book value

197,287 114,045 12,179 17,044 2,988 343,543

(iv) Customer relationships

· Contractual: An intangible asset is recorded at fair value in respect of the amount of any contractual termination fees payable by

customers of businesses acquired in respect of their document holdings. As it is not known when permanent retrieval fees may arise,

this asset is only amortised upon the actual retrieval fee being charged to the respective customer.

· Other: Non-contractual customer relationships acquired in a business combination are recognised at fair value at the acquisition

date. These customer relationships have an estimated finite useful life and are carried at cost less accumulated amortisation.

Amortisation is calculated using the straight-line method over the expected useful life of the customer relationship which ranges

between 10 and 20 years.

Financial statements
Freightways Limited and its subsidiaries

68

Notes to the financial statements

For the year ended 30 June 2018

Goodwill Brand names

2018

$000

2017

$000

2018

$000

2017

$000

Messenger Services8,7668,7665,1005,100

New Zealand Couriers47,75247,75258,50058,500

New Zealand Document Exchange10,96710,9675,9005,900

Dataprint

4,125

4,125

1,310

1,310

Post Haste, Castle Parcels and NOW Couriers27,15927,15918,39518,395

Total Express Package & Business Mail98,76998,76989,20589,205

The Information Management Group (New Zealand)17,57717,5774,4004,400

The Information Management Group (Australia)55,36153,48917,80517,191

Shred-X36,47227,4533,3653,249

Total Information Management109,41098,51925,57024,840

Total208,179197,288114,775114,045

(i) Key assumptions used for value-in-use calculations

On an annual basis, the recoverable amount of goodwill and brand names is determined based on value-in-use calculations specific

to the CGU associated with both goodwill and brand names.

These calculations use pre-tax cash flow projections based on financial budgets prepared by management and approved by the

Board for the year ended 30 June 2019. Cash flows beyond June 2019 have been extrapolated using growth rates which do not

exceed the historical compound annual earnings growth rates for each respective CGU, taking into consideration current and

forecast economic conditions.

The compound annual earnings growth rate for the Express Package & Business Mail segment over the past 10 years has been

approximately 3% (2017: 3%). A 1% (2017: 1%) growth rate and 1% (2017: 1%) terminal growth rate have been applied to the

Express Package & Business Mail businesses in the value-in-use calculation.

For the Information Management segment, the compound annual earnings growth rate for the last 5 years of approximately

9% (2017: 10%) is considered indicative of the growth in this segment since the Company’s expansion into Australia and a 3%

(2017: 3%) growth rate and 2.5% (2017: 2.5%) terminal growth rate have been applied to the value-in-use calculation.

In particular, for The Information Management Group (Australia) CGU, within the Information Management segment, the average

annual compound growth rate in the value-in-use calculation is 8% for the first 5 years from 2018. This growth rate would have to

reduce to 1.5% to result in there being no excess over the carrying value of this CGU. This is considered an unlikely eventuality.

A pre-tax discount rate of 11% (2017: 11%) has been applied to all CGU’s.

The value-in-use calculations indicate that the recoverable amounts of goodwill and brand names exceed their carrying values and

therefore there is no impairment in the value of goodwill and brand names.

(ii) Sensitivity to changes in assumptions

With regard to the value-in-use assessment for all CGU’s, management believes that no reasonably possible change in any of the above

assumptions would cause the carrying values of goodwill and brand names to materially exceed their respective recoverable amounts.

Impairment tests for indefinite life intangible assets

Goodwill and brand names are allocated to those cash-generating units (CGU’s) or groups of CGU’s that are expected to benefit from

them. The carrying amount of intangible assets allocated by CGU or group of CGU’s is outlined below:

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

69

Notes to the financial statements

For the year ended 30 June 2018

Property,

plant and

equipment

Employee

entitlements

Accruals

and

provisions

Derivative

financial

instruments

Intangible

assets

Total

2018 ($000)

Balance at beginning of year(7,941)3,786 2,876 2,531 (36,858)(35,606)

Prior period adjustment(1,010)(6)(4)-(14)(1,034)

Transfer to income statement3626956(14)507854

Amounts relating to business

combinations (Note 29)-54--(693) (639)

Adjustment for cash flow hedge reserve---(879)-(879)

Exchange rate movement3 7089-(364)(202)

Balance at end of year(8,912)4,173 3,0171,638 (37,422)(37,506)

Property,

plant and

equipment

Employee

entitlements

Accruals

and

provisions

Derivative

financial

instruments

Intangible

assets

Total

2017 ($000)

Balance at beginning of year(7,999)3,494 3,5353,611 (37,132)(34,491)

Prior period adjustment(119)(41)19-66(75)

Transfer to income statement177243(686)58394186

Amounts relating to business

combinations-855-(166) (76)

Adjustment for cash flow hedge reserve---(1,139)-(1,139)

Exchange rate movement- 531(20)(11)

Balance at end of year(7,941)3,786 2,876 2,531 (36,858)(35,606)

Note 14. Deferred liability

The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the

same jurisdiction, is as follows:

Financial statements
Freightways Limited and its subsidiaries

70

Notes to the financial statements

For the year ended 30 June 2018

2018

$000

2017

$000

Within one year27,16324,935

After one year but not more than five years71,42563,520

After five years37,71028,667

136,298117,122

The leases have varying terms, escalation clauses and renewal rights. Upon renewal, the terms of the leases are renegotiated.

Group

2018

$000

2017

$000

Current

Trade creditors37,07437,050

Employee entitlements15,99516,210

Other creditors and accruals12,72912,462

Acquisition earn-out payables1,089-

66,88765,722

Non-current

Acquisition earn-out payables2,0241,786

Other non-current payables1,4221,081

3,4462,867

Note 16. Leases

Operating lease commitments (non-cancellable)

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases.

Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a

straight-line basis over the period of the lease.

The Group leases certain premises, motor vehicles and plant and equipment, and as a result has the following operating lease commitments:

Note 15. Trade and other payables

Trade and other payables are recognised when the Group becomes obligated to make future payments resulting from the purchase of goods

or services. They are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

The amounts are unsecured.

Note 17. Provisions

A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is probable

that an outflow of economic benefits will be required to settle the obligation and a reliable estimate of the obligation can be made. If the

effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market

assessments of the time value of money and, where appropriate, the risks specific to the liability. The increase in the provision due only to

the passage of time is recognised as an interest expense.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

71

Notes to the financial statements

For the year ended 30 June 2018

Customer

Claims

$000

Long Service

Leave

$000

Lease

Obligations

$000

Total

$000

2018

Balance at beginning of year5052,4551,7394,699

Current year provision 47472127646

Amounts relating to business combinations-78109187

Expenses incurred

-(377) - (377)

Movement in exchange rate-88 (68) 20

Balance at end of year5522,7161,9075,175

2018

$000

2017

$000

Analysis of total provisions

Current7101,008

Non-current4,465 3,691

Total5,1754,699

Customer

Claims

$000

Long Service

Leave

$000

Lease

Obligations

$000

Total

$000

2017

Balance at beginning of year6132,089

1,448

4,150

Current year provision (83)512

660

1,089

Amounts relating to business combinations-116

16

132

Expenses incurred(25)(235)

(384)

(644)

Movement in exchange rate-(27) (1) (28)

Balance at end of year5052,4551,7394,699

Explanation of provisions

Provision for customer claims relates to actual claims received from customers that are being considered for payment as at reporting

date and are expected to be resolved within the next two months.

Provision for long service leave relates to the potential leave obligation for employees who reach continuous employment milestones

required under Australian regulations. Consideration is given to expected future wage and salary levels, experience of employee

departures and periods of service.

Provision for lease obligations relates to estimated payments to reinstate leased buildings and equipment used to an appropriate

condition upon the expiry of the respective lease terms.

Financial statements
Freightways Limited and its subsidiaries

72

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

$000

2017

$000

Non-current

Bank borrowings161,800166,241

(a) Security for borrowings

The bank borrowings are secured by a charge over the assets of the majority of the Company’s New Zealand subsidiaries in

favour of its primary lenders and guarantees from the Company’s primary Australian subsidiaries. As at 30 June 2018, the carrying

amount of the assets pledged as security is $207 million (2017: $198 million).

(b) Finance facilities

The following finance facilities existed at the reporting date:

Facilities denominated in

New Zealand Dollars

Facilities denominated in

Australian Dollars

2018

$000

2017

$000

2018

$000

2017

$000

Bank overdraft

Total bank overdraft facility available8,0008,000--

Amount of overdraft facility unused

8,0008,000-

-

Loan facilities

Total loan facilities available103,500110,00097,00097,000

Maturing 1 September 2018-37,000-27,500

Maturing 1 September 201937,00037,00035,00035,000

Maturing 1 September 202026,00026,00024,50024,500

Maturing 1 September 202130,500-27,500-

Maturing 15 December 202610,00010,00010,00010,000

Amount of loan facilities used74,00078,00080,60083,900

Amount of loan facilities unused29,50032,00016,40013,100

Effective interest rate at 30 June as

amended for interest rate hedges6.31%6.15%5.02%5.12%

Note 19. Borrowings

Interest-bearing bank loans and overdrafts are initially recognised at fair value and subsequently measured at amortised cost using the

effective interest rate method. Costs incurred in establishing finance facilities are amortised to the income statement over the term of

the respective facilities.

Note 18. Unearned income

An unearned income liability is recorded in the balance sheet reflecting the future service obligation for products that have been sold in

advance of their use.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

73

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

Ordinary

shares

2017

Ordinary

shares

2018

$000

2017

$000

Balance at beginning of year154,933,678154,757,589124,430123,852

Partly-paid ordinary shares issued--11

Partly-paid shares, fully paid up to ordinary shares102,721127,534521532

Employee share-based payment--(218)(271)

Shares issued for employee share plan75,00050,000529307

(Increase) decrease in employee share plan unallocated shares489(1,445)(3)9

Balance at end of year

155,111,888154,933,678125,260124,430

The fair values of borrowings are not materially different to their carrying amount, since the interest payable on those borrowings is either close

to market rate or the borrowings are of a short term nature.

During July 2017, the Group negotiated a three-year extension of its syndicated bank facilities that were maturing on 1 September 2018 and

reduced the New Zealand dollars facility by $6.5 million. The extended facilities became effective from 14 July 2017.

In December 2016, a US$125 million uncommitted finance facility was established with a US-based lender on the same terms as those that are

in place with the existing banking syndicate. Of this facility, the US dollar equivalent of NZ$10 million and A$10 million has been drawn as at 30

June 2018.

The Group was in compliance with all of its banking covenants throughout the year ended 30 June 2018.

Net debt reconciliation

An analysis of net debt and the movements in net debt is:

Liabilities from financing activities

Cash

$000

Other

borrowings

due within

1 year

$000

Other

borrowing

due after

1 year

$000

Bank

borrowings

due with

1 year

$000

Bank

borrowing

due after

1 year

$000

Total

$000

Balance at 1 July 20167,065(79)(32) - (158,801)(151,847)

Cashflow1,397174--(7,174)(5,603)

Acquisitions – finance leases-(242)(172)--(414)

Exchange rate movement(39) ---(266)(305)

Balance at 30 June 20178,423(147) (204)- (166,241)(158,169)

Cashflow(1,456)114--7,5226,180

Acquisitions – finance leases-(93)(82)-- (175)

Exchange rate movement443 ---3,0813,524

Balance at 30 June 20187,410(126) (286) - (155,638)(148,640)

Note 20. Equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a reduction

in the amount of proceeds arising from the issue of shares.

Financial statements
Freightways Limited and its subsidiaries

74

Notes to the financial statements

For the year ended 30 June 2018

Contributed Equity

(i) Fully paid ordinary shares

As at 30 June 2018 there were 155,115,946 shares issued and fully paid (2017: 154,938,225). All fully paid ordinary shares have equal

voting rights and share equally in dividends and surplus on winding up.

(ii) Partly-paid ordinary shares

On 13 September 2017, 96,018 partly-paid shares were issued to certain senior executives under the rules of the Freightways Senior

Executive Performance Share Plan (2017: 103,682). The issue price per share was $7.83 (2017: $6.82) and the shares have been paid

up by the relevant participants to one cent per share. The balance of the issue price per share may only be paid up upon the participants

meeting agreed performance hurdles and upon the expiry of the applicable three-year escrow period in accordance with the Plan rules

(refer Note 21). During the year, 15,790 partly-paid shares were redeemed and cancelled (2017: 17,863). As at 30 June 2018 there were

319,513 partly-paid shares on issue, paid up to one cent per share (2017: 342,006). Partly-paid shares have no voting rights and no rights

to dividends and surplus on winding up.

(iii) Partly-paid shares, fully paid up to ordinary shares

On 13 September 2017, 102,721 (2017: 127,534) partly-paid shares were fully paid-up by certain Freightways senior executives upon the

achievement of agreed performance targets in accordance with the terms of the original issue of the relevant partly-paid shares under the

Freightways Senior Executive Performance Share Plan. The average issue price per share was $5.07 (2017: $4.17).

(iv) Employee Share Plan

On 13 September 2017, the Company issued 75,000 fully paid ordinary shares at $7.05 each to Freightways Trustee Company Limited, as

Trustee for the Freightways Employee Share Plan (September 2016: 50,000 fully paid ordinary shares at $6.13 each). In total, participating

employees were provided with interest-free loans of $0.5 million to fund their purchase of the shares in the Share Plan (September 2016:

$0.3 million). The loans are repayable over three years and repayment commenced in October 2017.

As at 30 June 2018 the Trustee held 486,672 (2017: 496,143) fully paid ordinary shares (representing 0.3% (2017: 0.3%) of all issued

ordinary shares) of which 4,058 (2017: 4,547) were unallocated. These shares are held for allocation in the future.

The Employee Share Plan operates in accordance with section DC13 of the New Zealand Income Tax Act 2007 and the Trustees are

appointed by the Freightways Limited Board of Directors.

Nature and Purpose of Reserves

(i) Cash flow hedge reserve

The cash flow hedge reserve is used to record gains or losses on a hedging instrument within a cash flow hedge. The amounts are

recognised in the income statement when the associated hedged transactions affect profit or loss, as described in Note 1(g).

(ii) Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial

statements of foreign operations into New Zealand dollars, as described in Note 1(c).

Note 21. Share based payments

Freightways Senior Executive Performance Share Plan (the ‘Plan’).

In September 2008, the Board approved the introduction of a long-term incentive scheme for certain Freightways senior executives using

a performance share plan. The Plan aligns senior executives’ long-term objectives with the interests of Freightways Limited shareholders.

Payment of any benefit is dependent upon the achievement of agreed performance targets. Partly-paid shares (paid up to one cent per

share) are issued at the discretion of the Board, subject to a three-year escrow period. At the end of each escrow period the Group will

pay a bonus to the senior executives to the extent the performance targets have been achieved, sufficient for the shares to be fully paid

up. In the event that the performance targets have not been achieved at the expiry of the escrow period, the partly-paid shares may be

redeemed by the Company.

Allocations are made annually in September each year. The terms for these allocations, including the relevant performance hurdles,

are determined by the Board of Directors at the time of each allocation.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

75

Notes to the financial statements

For the year ended 30 June 2018

Total number of partly-paid shares on issue:2018

2017

Balance at beginning of the year342,006383,721

Issued during the year96,018103,682

Cancelled during the year(15,790)(17,863)

Fully paid-up during the year(102,721)(127,534)

Balance at end of the year319,513342,006

Partly-paid shares eligible to be paid up at end of year107,491Nil

Details of outstanding allocations are as follows:

Share allocation date:

10 Sep

2012

11 Sep

2013

10 Sep

2014

14 Sep

2015

12 Sep

2016

12 Sep

2017

Number of partly-paid shares allocated155,832148,386124,221121,691103,68296,018

Market price per share at date of allocation$3.97$4.12$5.11$5.39$6.82$7.83

Amount paid up per share upon allocation$0.01$0.01$0.01$0.01$0.01$0.01

Total amount paid-up upon allocation$1,558$1,484$1,242$1,217$1,037$960

Total amount paid-up upon vesting:

· Year ended 30 June 2016$547,973-----

· Year ended 30 June 2017$8,914$483,225$38,005---

· Year ended 30 June 2018$1,192$30,213$475,193-$12,898-

Escrow periods ended 30 June:2015

(100%)

2016

(100%)

2017

(100%)

2018

(100%)

2019

(100%)

2020

(100%)

2018

$000

2017

$000

Total amount expensed during the year for the senior executive

performance share plan

814750

Liability recognised at year end for estimated income tax applicable to bonuses

payable to facilitate the paying-up of vested partly-paid shares739521

The fair value of the Plan was estimated as at the date of each allocation of partly-paid shares using both the binomial option pricing

model and monte carlo simulation and taking into account the terms and conditions upon which the partly-paid shares were issued.

Financial statements
Freightways Limited and its subsidiaries

76

Notes to the financial statements

For the year ended 30 June 2018

Group

Note

2018

$000

2017

$000

Profit for the year62,16160,856

Add non-cash items

Depreciation and amortisation315,95413,331

Movement in provision for doubtful debts(26) 23

Movement in deferred income tax1,0591,027

Net (gain) loss on disposal of property, plant and equipment (994)229

Net foreign exchange loss318

Movement in derivative fair value(52)208

Impairment of property, plant and equipment1,978-

Non-recurring items(1,540) (5,630)

Movement in working capital, net of effects of acquisitions of businesses

Increase in trade and other receivables(7,150) (10,479)

Decrease in inventories 598 61

Increase in trade and other payables849 9,130

Increase (decrease) in income taxes payable2,870(3,517)

Net cash inflows from operating activities75,71065,257

Note 22. Reconciliation of profit for the year with cash flows from operating activities

Note 23. Capital commitments and contingent liabilities

The Group had made capital commitments to purchase or construct buildings and equipment for $3.8 million at 30 June 2018

(2017: $2.7 million), principally relating to the completion of operating facilities throughout the Group.

As at 30 June 2018, the Group had outstanding letters of credit and bank guarantees issued by its lenders totalling approximately

$6.1 million (2017: $5.9 million). The letters of credit relate predominantly to support for regular payroll payments. The bank guarantees

relate to security given to various landlords in respect of leased operating facilities.

Group

2018

2017

Profit for the year attributable to shareholders ($000)62,16160,856

Weighted average number of ordinary shares (‘000)155,080154,903

Basic earnings per share (cents)40.139.3

Note 24. Earnings per share*

Basic earnings per share

Basic earnings per share is calculated by dividing the profit for the year attributable to shareholders by the weighted average number of ordinary

shares outstanding during the year:

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

77

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

2017

Profit for the year attributable to shareholders ($000)62,16160,856

Weighted average number of ordinary shares (‘000)155,080154,903

Effect of dilution319342

Diluted weighted average number of ordinary shares (‘000)155,399155,245

Diluted earnings per share (cents)40.039.2

* Basic and diluted earnings per share calculated on the profit for the year attributable to shareholders, excluding non-recurring items,

net of tax (refer Note 3), are both 38.4 cents (2017: both 36.5 cents).

Diluted earnings per share

Diluted earnings per share is calculated by dividing the profit for the year attributable to shareholders by the weighted average number of

ordinary shares outstanding during the year, adjusted to include all dilutive potential ordinary shares (for example, partly-paid shares on

issue) as if they had been converted to ordinary shares at the beginning of the year:

Note 25. Net tangible assets per security

Net tangible assets (liabilities) per security at 30 June 2018 was ($0.55) (2017: ($0.61)).

Group

2018

$000

2017

$000

Short term employee benefits 8,1736,846

Long term employee benefits--

Post-employment benefits--

Termination benefits--

Share-based payments (Note 21)814521

Note 26. Transactions with related parties

Trading with related parties

The Group has not entered into any material external related party transactions which require disclosure. The Group does trade, on normal

commercial terms, with certain companies in which there are common directorships. These counterparties include Spark New Zealand Limited,

ANZ Bank New Zealand Limited and Contact Energy Limited.

Payments to associate

During the year, the Group paid Parcelair Limited $10.5 million for the provision of airfreight linehaul services on normal commercial terms.

Parcelair Limited is incorporated in New Zealand and is half-owned by the Group.

Key management compensation

Compensation paid during the year (or payable as at year end in respect of the year) to key management, which includes senior executives

of the Group and non-executive independent directors, is as follows:

Financial statements
Freightways Limited and its subsidiaries

78

Notes to the financial statements

For the year ended 30 June 2018

Group ($000)

Less

than 6

months

6-12

months

1-2

years

2-5

years

More

than

5 years

Total

2018

Bank borrowings3,278 3,338 60,389 107,513 24,731199,249

Trade and other payables55,918 13,603 178 2,396 57772,672

Finance lease liabilities686825323-412

Derivative financial instruments – interest rate swaps*1,2841,2231,8401,515385,900

2017

Bank borrowings3,043 3,192 72,496 100,369 25,428204,528

Trade and other payables54,262 8,154 - 1,786 -64,202

Finance lease liabilities7575 108 93-351

Derivative financial instruments – interest rate swaps*1,6751,5262,2322,29027,725

* The amounts expected to be payable in relation to the interest rate swaps have been estimated using forward interest rates

applicable at the reporting date.

Note 27. Financial risk management

27.1 Financial risk factors

The Group’s activities expose it to various financial risks, including liquidity risk, credit risk and market risk (which includes currency risk

and cash flow interest rate risk). The Group’s overall risk management programme focuses on the uncertainty of financial markets and

seeks to minimise potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to

hedge certain risk exposures.

Treasury activities are performed centrally by the Group’s corporate team, supplemented by external financial advice and the use of derivative

financial instruments is governed by a Group Treasury Policy approved by the Company’s Board of Directors.

The Group does not engage in speculative transactions or hold derivative financial instruments for trading purposes.

(a) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due. The Group’s approach

to liquidity risk management includes maintaining sufficient cash reserves and ensuring adequate committed finance facilities are available.

In assessing its exposure to liquidity risk, the Group regularly monitors rolling 3, 6 and 12 months cash requirement forecasts.

The following table analyses the Group’s financial liabilities into relevant maturity groupings, based on the remaining period from the reporting

date to the contractual maturity date.

The amounts disclosed below are contractual, undiscounted cash flows, except for interest rate swaps.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

79

Notes to the financial statements

For the year ended 30 June 2018

Group

2018

$000

2017

$000

Cash and cash equivalents

7,410

8,423

Trade and other receivables74,04870,483

81,45878,906

Cash and cash equivalents are held with banks with Standard & Poor’s rating of AA-.

Trade receivables analysis

At 30 June aging analysis of trade receivables is as follows:

Group

2018

$000

2017

$000

Current59,04956,169

31-60 days over standard terms8,4247,327

60-90 days over standard terms1,5331,137

91+ days over standard terms1,9882,616

70,99467,249

The Group has $10.3 million (2017: $9.4 million) of financial assets that are overdue and not impaired.

(b) Credit risk

Credit risk refers to the risk of a counterparty failing to discharge its obligation. Financial instruments which potentially subject the Group to

credit risk principally consist of bank balances, accounts receivable and derivative financial instruments.

The Group has credit policies that are used to manage the exposure to credit risk. As part of these policies, exposures with counterparties are

monitored on a regular basis. The Group performs credit evaluations on all customers requiring credit and generally does not require collateral.

The Group’s Treasury Policy ensures due consideration is given to the financial standing of the counterparty banks with which the Group holds

cash reserves and transacts derivative financial instruments. A minimum Standard & Poor’s long-term credit rating of A+ is required to qualify

as an approved counterparty. The quantum of transactions entered into with the Group’s various financial lenders is also balanced to mitigate

exposure to concentrated counterparty credit risk with any one financial provider.

The Group does not have any significant concentrations of credit risk.

For counterparties to trade receivables that are neither past due nor impaired, payments have historically been received regularly and on time.

The Group considers its maximum exposure to credit risk to be as follows:

Financial statements
Freightways Limited and its subsidiaries

80

Notes to the financial statements

For the year ended 30 June 2018

(c) Market risk

Foreign exchange risk

Exposure to foreign exchange risk arises when (i) a transaction is denominated in a foreign currency and any movement in foreign exchange rates

will affect the value of that transaction when translated into the functional currency of the Company or a subsidiary; and (ii) the value of assets and

liabilities of overseas subsidiaries are required to be translated into the Group’s reporting currency.

The Group’s Treasury Policy is used to assist in managing foreign exchange risk. In accordance with Treasury Policy guidelines, foreign

exchange hedging is used as soon as a defined exposure to foreign exchange risk arises and exceeds certain thresholds.

As disclosed in Note 19, at 30 June 2018 the Group had Australian dollar denominated bank borrowings of AUD80,600,000 (2017:

AUD83,900,000). Of these borrowings, AUD14,200,000 (2017: AUD14,200,000) were borrowed by a New Zealand subsidiary and have

been translated at the prevailing foreign currency rate as at balance date. The rest of the Australian dollar denominated bank borrowings

have been borrowed by an Australian subsidiary and are translated as part of the consolidation of the Group for reporting purposes. The

Group has no other outstanding foreign currency denominated monetary items.

The table on the following page details the Group’s sensitivity to the increase and decrease in the New Zealand dollar (NZD) against the

Australian dollar (AUD) in respect of the Australian dollar denominated bank borrowings, borrowed in New Zealand. The sensitivity analysis

only includes outstanding foreign currency denominated monetary items at the reporting date and adjusts their translation as at that date

for the change in foreign currency rates. A positive number indicates a decrease in liabilities (bank borrowings) where the NZD strengthens

against the AUD.

Interest rate risk

Exposure to cash flow interest rate risk arises in borrowings of the Group that are at the prevailing market interest rate current at the time

of drawdown and are re-priced at intervals not exceeding 180 days.

Interest rate risk is identified by forecasting short and long-term cash flow requirements.

The Group’s Treasury Policy is used to assist in managing interest rate risk. Treasury Policy requires projected annual core debt to be

effectively hedged within interest rate risk control limits against adverse fluctuations in market interest rates.

The following table demonstrates the sensitivity of the Group’s equity and profit after tax to a potential change in interest rates by plus or

minus 100 basis points, with all other variables held constant and in relation only to that portion of the Group’s borrowings that are subject to

floating interest rates.

Significant assumptions used in the interest rate sensitivity analysis include:

(i) reasonably possible movements in interest rates were determined based on the Group’s current mix of debt in New Zealand and Australia,

the level of debt that is expected to be renewed and a review of the last two year’s historical movements; and

(ii) price sensitivity of derivatives has been based on a reasonably possible movement of interest rates at balance dates by applying

the change as a parallel shift in the forward curve.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

81

Notes to the financial statements

For the year ended 30 June 2018

Sensitivity analysis:

Interest rate movementNZD/AUD movement

Impact on profitImpact on equityImpact on liabilities

& equity

Carrying

amount

+100 basis

points

-100 basis

points

+100 basis

points

-100 basis

points

+ or – 10% in

value of NZD

2018 ($000)

Financial assets

Cash and cash equivalents7,41053(53)53(53)-

Trade and other receivables76,835-----

Financial liabilities

Borrowings161,800(1,165) 1,165(1,165) 1,1651,406/(1,719)

Derivative financial instruments5,850705(705)2,746(2,819) -

2017 ($000)

Financial assets

Cash and cash equivalents8,42361(61)61(61)-

Trade and other receivables72,295-----

Financial liabilities

Borrowings166,241(1,197) 1,197(1,197) 1,1971,358/(1,659)

Derivative financial instruments

9,043745(745)3,456(3,576) -

(d) Fair value estimation

The carrying value less impairment provision of trade receivables and payables is a reasonable approximation of their fair values due to the

short-term nature of trade receivables and payables. The fair value of financial liabilities for disclosure purposes is estimated by discounting

the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

The fair values of financial instruments are estimated using discounted cash flows. The fair value of interest rate swaps is calculated as the

present value of the estimated future cash flows.

Unless otherwise stated, all other carrying amounts are assumed to equal or approximate fair value.

The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:

Level 1 – Quoted prices (adjusted) in active markets for identical assets or liabilities at the reporting date. A market is regarded as active if

quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and

those prices represent actual and regularly occurring market transactions on an arm’s length basis.

Level 2 – Inputs that are observable for the asset or liability, either directly (i.e., as prices; other than quoted prices referred to in Level 1

above) or indirectly (i.e., derived from prices). The fair value of financial instruments that are not traded in an active market (for example,

over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable

market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an

instrument are observable, the fair value of an instrument is included in Level 2.

Financial statements
Freightways Limited and its subsidiaries

82

Notes to the financial statements

For the year ended 30 June 2018

Level 1

$000

Level 2

$000

Level 3

$000

Total

$000

2018

Liabilities

Derivative financial instruments-5,850-5,850

Contingent consideration in a

business combination

--3,1133,113

Total liabilities-5,8503,1138,963

2017

Liabilities

Derivative financial instruments-9,043-9,043

Contingent consideration in a

business combination--1,7861,786

Total liabilities-9,0431,78610,829

Level 3 – Inputs for the asset or liability that are not based on observable market data (i.e., unobservable inputs). In these cases, the fair value

of an instrument would be included in Level 3.

Specific valuation techniques used to value financial instruments include:

· In respect of interest rate swaps, the fair value is calculated as the present value of the estimated future cash flows based on observable

yield curves;

· In respect of forward foreign exchange contracts, the fair value is calculated using forward exchange rates at the balance sheet

date, with the resulting value discounted back to present value; and

· discounted cash flow analysis for other financial instruments.

Specific valuation techniques used to value contingent consideration in a business combination and estimated purchase price

adjustments include:

· fair value is calculated as the present value of the estimated future cash flows based on management’s assessment of future

performance; and

· management’s knowledge of the business and the industry it operates in.

The amounts below are for the derivative financial instruments and contingent consideration in a business combination. There were

no transfers between levels during the year.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

83

Notes to the financial statements

For the year ended 30 June 2018

The following table presents the changes in Level 3 instruments, which are carried at fair value through profit or loss.

Contingent consideration in a business combination

2018

$000

2017

$000

Opening balance1,7865,620

Acquisition of businesses2,8551,598

Losses recognised in the income statement166169

Settlement--

Purchase price adjustment(1,540)(5,630)

Exchange rate adjustments(154)29

Closing balance3,1131,786

Total losses for the year included in the income statement for liabilities held at the end of the reporting period, under:

· Non-recurring items(1,540)(5,630)

· Net interest and finance costs166169

(1,374)(5,461)

Contingent consideration in a business combination mainly relates to the acquisition of the business and assets of State Waste

Services (explained in Note 29) and the prior year acquisition of the business and assets of LexData Management Pty Limited.

27.2 Capital risk management

Group capital (Shareholders Funds) consists of share capital, other reserves and retained earnings. To maintain or alter the capital structure,

the Group has the ability to vary the level of dividends paid to shareholders, return capital to shareholders or issue new shares, reduce or

increase bank borrowings or sell assets. The Group does not have any externally imposed capital requirements.

The Group’s long term debt facilities impose a number of banking covenants. These covenants are calculated monthly and are reported

to the banks quarterly on a rolling 12-months basis. The most significant covenant relating to capital management is a requirement for the

Group to ensure Shareholders Funds are maintained above a minimum level. There have been no breaches of banking covenants or events

of review during the current or prior year.

Financial statements
Freightways Limited and its subsidiaries

84

Notes to the financial statements

For the year ended 30 June 2018

Loans and

receivables

Derivatives used

for hedging

Total

2018

$000

2017

$000

2018

$000

2017

$000

2018

$000

2017

$000

Group

Trade and other receivables (excluding

prepayments)76,83570,641--76,83570,641

Cash and cash equivalents7,4108,423--7,4108,423

Total84,24579,064--84,24579,064

Derivatives used for

hedging

Other financial liabilities

at amortised cost

Total

2018

$000

2017

$000

2018

$000

2017

$000

2018

$000

2017

$000

Group

Borrowings (excluding finance lease liabilities)--161,800166,241161,800166,241

Finance lease liabilities--411351411351

Derivative financial instruments5,8509,043--5,8509,043

Trade and other payables --50,99049,07450,99049,074

Total5,8509,043213,201215,666219,051224,709

Note 28. Financial instruments by category

(a) Assets, as per balance sheet

(b) Liabilities, as per balance sheet

Note 29. Business combinations

State Waste Services (SWS)

Effective 1 September 2017, the Group acquired the business and assets of SWS, an Australian-based medical waste collection and destruction

business, for an initial payment of approximately $6.5 million (A$5.9 million) and a future maximum earn-out of up to $4.5 million (A$4.1 million).

SWS has been branded as Med-X and integrated into the Group’s Shred-X business within the information management division.

The contribution of Med-X to the Group results for the year ended 30 June 2018 was revenue of $2.8 million and operating profit before interest,

income tax and amortisation of intangibles of $0.7 million.

If this acquisition had occurred at the beginning of the year, the contribution to revenue and operating profit before interest, income tax and

amortisation of intangibles for the period is estimated at $3.4 million and $0.8 million, respectively.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

85

Notes to the financial statements

For the year ended 30 June 2018

$000

Purchase consideration:

Initial acquisition payments6,481

Less Cash consideration payable as at the end of the period(1,107)

Cash consideration paid during the period 5,374

Cash consideration payable as at the end of the period1,107

Fair value of future earn-out payment1,603

Total purchase consideration8,084

The cash consideration payable at the end of the period of up to a maximum amount of $1.1 million is payable in September 2018.

The estimated discounted future earn-out payment of $1.6 million may be payable in September 2021, but is contingent upon certain financial

performance hurdles being achieved for the years ended 30 June 2019, 2020 and 2021. The potential undiscounted amount of the future earn-

out payment that the Group expects could be required to be made in respect of this acquisition is between nil and $4.5 million. The Group has

forecast several scenarios and probability-weighted each to determine a fair value for this contingent payment arrangement.

The goodwill of $6.3 million arising upon this acquisition is attributable to the intellectual property obtained and the premium paid for strategic

reasons, including acquiring an entry point into the medical waste industry. Successful integration of the acquired business into its CGU is a

key assumption in annual impairment assessment. None of the goodwill recognised is expected to be deductible for income tax purposes.

The acquisition accounting for this acquisition has been determined on a provisional basis. The fair value of assets and liabilities acquired,

including identified intangible assets, will be finalised within 12 months from the acquisition date and upon confirmation of certain determinants.

Other current period acquisitions

During the year ended 30 June 2018, the Group acquired the business and assets of two small information management businesses in

Australia for an aggregate purchase consideration totalling approximately $2.5 million. These businesses have been integrated into the

Group’s Shred-X business within the information management division. The businesses acquired were:

· Medico Hygiene Service and Medico Waste Disposal (collectively Medico) on 1 June 2018

· Shredway on 1 June 2018

Fair value of assets and liabilities arising from the acquisition:

Plant and equipment659

Customer relationships1,793

Goodwill6,273

Provisions(136)

Deferred tax liability(497)

Exchange rate movement(8)

8,084

The following table summarises the purchase consideration and the fair value of assets acquired and liabilities assumed:

Financial statements
Freightways Limited and its subsidiaries

86

Notes to the financial statements

For the year ended 30 June 2018

$000

Purchase consideration:

Initial acquisition payments2,509

Less Cash consideration payable as at the end of the period(18)

Cash consideration paid during the period 2,491

Cash consideration payable as at the end of the period18

Total purchase consideration2,509

The goodwill of $1.9 million arising upon these acquisitions is attributable to the intellectual property obtained and economies of scale

expected to be enhanced by integrating these businesses into the operations of the Group. Successful integration of the acquired businesses

into their CGU is a key assumption in annual impairment assessment. None of the goodwill recognised is expected to be deductible for income

tax purposes.

The acquisition accounting for these acquisitions have been determined on a provisional basis. The fair value of assets and liabilities

acquired, including identified intangible assets, will be finalised within 12 months from the acquisition date and upon confirmation of

certain determinants.

Prior period acquisition – LexData

On 1 July 2016, the Group acquired the business and assets of LexData Management Pty Limited (LexData), an Australian-based information

management business, for initial payments in aggregate of approximately $2.9 million (A$2.8 million) and a future maximum earn-out of $3.6

million (A$3.5 million). LexData has been integrated into the Group’s information management division.

An estimated discounted future earn-out payment of $0.3 million may be payable in September 2019, but is contingent upon certain financial

performance hurdles being achieved for the years ended 30 June 2017, 2018 and 2019. The potential undiscounted amount of the future

earn-out payment that the Group expects could be required to be made in respect of this acquisition is between nil and $3.6 million. The

Group has forecast several scenarios and probability-weighted each to determine a fair value for this contingent payment arrangement.

Fair value of assets and liabilities arising from the acquisition:

Inventory170

Property, plant and equipment426

Customer relationships626

Goodwill1,872

Trade and other payables(443)

Deferred tax liability(142)

2,509

The contribution of these businesses to the Group results for the year ended 30 June 2018 was revenue of $0.2 million and operating profit

before interest, income tax and amortisation of intangibles of $0.03 million.

If these acquisitions had all occurred at the beginning of the year, the contribution to revenue and operating profit before interest, income tax

and amortisation of intangibles for the year is estimated at $2.6 million and $0.4 million, respectively.

Details of net assets acquired and goodwill for these acquisitions are as follows:

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

87

Notes to the financial statements

For the year ended 30 June 2018

Note 30. Significant events after balance date

Dividend declared

On 13 August 2018, the Directors declared a fully imputed final dividend of 15.25 cents per share (approximately $23.7 million) in respect of

the year ended 30 June 2018. The dividend will be paid on 2 October 2018. The record date for determination of entitlements to the dividend

is 14 September 2018.

Debt facilities

The Group has negotiated a two-year extension to approximately half the existing syndicated bank facilities and decreased the Australian

dollars facilities by A$16.6 million. The extension is effective from 27 July 2018 and is at higher pricing compared to existing facilities.

On 11 July 2018, the Group drew an additional A$20 million for 7-years from the US$125 million uncommitted finance facility that was

established with a US-based lender in December 2016. This A$20 million was partially used to repay the A$16.6 million syndicated bank

facilities above.

Acquisitions

On 5 July 2018 and 1 August 2018, Freightways acquired the business and assets of Formfile Records Management Group Pty Limited

(Formfile) and Specialised Security Shredding (SSS), respectively, both small information management businesses based in Australia,

for aggregate purchase consideration totalling approximately $7 million. Incremental annual EBITDA of $1.2 million is expected to be

generated after the businesses have been fully integrated into Freightways. The initial accounting for these business combinations is

incomplete at the time these financial statements are authorised for issue, given the short period of ownership. The fair value of assets

and liabilities acquired, including identifiable intangible assets, will be disclosed in the financial statements for the half year ended 31

December 2018 on a provisional basis and finalised by 30 June 2019.

At the date of this report, there have been no other significant events subsequent to the reporting date.

Note 31. Standards, amendments and interpretations to existing standards that are not yet effective

No new standards or amendments to standards were applied for the year ended 30 June 2018.

Certain new standards, amendments and interpretations of existing standards have been published by the International Accounting Standards

Board (IASB) and the External Reporting Board (XRB) that are mandatory for future periods and which the Group will adopt when they become

mandatory. The applicable new standards, amendments and interpretations include:

· NZ IFRS 9: Financial Instruments (mandatory from 1 July 2018)

This standard addresses the classification, measurement and recognition of financial assets and liabilities, introduces new rules for hedge

accounting and a new impairment model for financial assets.

The Group has reviewed its current accounting for financial assets and liabilities and expects there to be no potential material impact to the

classification and measurement of the Group’s financial instruments from adopting this standard. From 1 July 2018, the Group will classify

its financial assets and liabilities in the following measurement categories:

· those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and

· those to be measured at amortised cost.

The classification of financial instruments is not expected to result in any reclassifications between measurement categories for the

Group’s financial assets and liabilities. The derivative financial instruments are expected to remain measured at fair value through other

comprehensive income, and other financial instruments (including cash and cash equivalents, trade and other receivables, trade and

other payables and bank borrowings) are expected to remain measured at amortised cost.

Only the following matters will be relevant for the Group when adopting this new standard:

Hedge Accounting: Although the new hedge accounting rules will not impact the Group’s existing hedge relationships for interest

rate swaps and forward foreign exchange contracts as at 30 June 2018, the new standard effectively relaxes the hedge effectiveness

requirements, making it easier for instruments to qualify as a hedge. The only change required for the Group from 1 July 2018 was to

update the existing hedging relationship documentation to align with NZ IFRS 9.

Financial statements
Freightways Limited and its subsidiaries

88

Notes to the financial statements

For the year ended 30 June 2018

Impairment Model: The new impairment model for financial assets, otherwise known as the ‘expected credit losses’ model, will need to be

applied to the Group’s provisioning for doubtful debts. Based on management’s review of historical bad debt write-offs and doubtful debts

provision levels, as well as taking a view of current conditions, there is expected to be no material financial impact on either the doubtful

debts provision level or earnings from adopting the new standard. If any material financial impact arises at a future reporting date, it will be

disclosed at that time.

Disclosures: The new standard introduces expanded disclosure requirements and changes in presentation. Complying with the new

standard will involve expanding the Group’s disclosures about its financial instruments, particularly in relation to hedge accounting

and credit risk.

· NZ IFRS 15: Revenue from contracts with customers (mandatory from 1 July 2018)

This standard deals with revenue recognition and establishes principles for reporting useful information to users of financial statements

about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. It replaces

the current revenue recognition guidance in NZ IAS 18 Revenue and NZ IAS 11 Construction Contracts and related interpretations. The new

standard is based on the principle that revenue is recognised when a customer obtains control of a good or service and therefore has the

ability to direct the use and obtain the benefits from the good or service.

During the current financial year, the Group assessed the potential impact on each division’s major revenue streams of adopting NZ IFRS

15. The assessment to date has considered over 85% of the Group’s total revenue. The accounting policies and practices currently used for

revenue recognition in respect of these major revenue streams were reviewed to identify any potential changes to accounting for revenue

that may arise upon adoption of this new standard.

Approximately 70% of the Group’s revenue is derived from the express package & business mail division, which involves services generally

provided within 24 hours and in some cases up to 72 hours. There is expected to be no changes to the revenue recognition accounting in

respect of this division and therefore, at this stage, no potential material financial impact is anticipated from adopting this new standard.

Approximately 30% of the Group’s revenue is derived from the information management division. The variety of goods and services provided

by this division are individually priced and revenue is recognised at a point in time and over time, respectively. This approach is expected to

be largely unaffected by the adoption of this new standard and therefore, at this stage, no potential material financial impact is anticipated.

Although the final impact assessment of the remaining revenue streams is yet to be completed across the respective divisions, management

does not expect there to be a material change to the Group’s revenue recognition policies and procedures and therefore no potential material

financial impact is anticipated from the adoption of the new standard.

· NZ IFRS 16: Leases (mandatory from 1 July 2019)

This standard replaces the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the

right to control the use of an identified asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee was required to

make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee

to recognise a lease liability reflecting future lease payments and a ‘right-of-use’ (ROU) asset for virtually all lease contracts. Included is an

optional exemption for lessees in respect of certain short-term leases and leases of low value assets.

From the effective date of adoption, the income statement will also be impacted by the removal of operating lease expenses, the

recognition of an interest expense applicable to the future lease payment obligations and the recognition of a depreciation expense in

respect of the ROU asset.

This standard will change the accounting for the Group’s operating leases. As at the reporting date, the Group had non-cancellable operating

lease commitments of $136 million (refer Note 16). Upon adoption, NZ IFRS 16 will have a material impact on a number of elements of the

Group’s balance sheet and income statement, but no impact on the Group’s statement of cash flows.

The Group engaged one of the large accounting firms to model the estimated financial impact of adopting the new standard using the

Group’s operating lease portfolio and contractual lease data as at 31 March 2018, as if the new standard was to be adopted on 1 July 2018.

The modelling calculated the estimated adjustments that would potentially need to be made to the balance sheet upon adoption of the new

standard, as well as the financial impact on the income statement for the year of initial adoption. The model required management to make

various key judgements, including:

· incremental borrowing rate (IBR) used to discount the ROU assets and the future lease payment obligations;

· lease terms, including any rights of renewal expected to be exercised;

· foreign exchange conversion rate; and

· application of practical expedients and recognition exemptions allowed by the new standard, including in respect low value assets and

short-term leases exemptions, of which none were applied for the purposes of the initial assessment.

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

89

Notes to the financial statements

For the year ended 30 June 2018

Notes to the financial statements

For the year ended 30 June 2018

For the purposes of the model, a blanket IBR was utilised for the two major lease categories, property and non-property assets, and

any prepaid or accrued lease payments carried on the balance sheet were ignored based on the amounts involved being immaterial.

The new standard allows a choice of transition methods. Management has determined that the most appropriate approach for the Group

at this point in time, will be to use the simplified modified retrospective transition method. For the purposes of this disclosure only, the

Group has calculated the initial ROU asset as the equal amount of the initial lease liability recognised (which is calculated as the present

value of the remaining lease payments from the date of adoption). Using this transition method will mean a neutral net asset outcome upon

adoption of the new standard. The estimated potential impact on the balance sheet is estimated to be an approximate $248 million increase

in both assets and liabilities equally, following the recognition of the ROU asset and the discounted future lease obligations, respectively.

The financial impact on the income statement for the year of adoption is estimated to be an approximate reduction in net profit before

tax of $9 million. The following approximate changes to the current treatment of operating leases in the financial statements have been

estimated for the year the new standard is adopted:

· a $27 million decrease in operating lease rental expenses (removed);

· a $22 million increase in depreciation (relating to ROU assets); and

· a $14 million increase in interest expense (relating to lease liability finance costs).

There will be no changes applicable to the Group’s statement of cash flows as a result of adopting the new standard, as operating lease

payments will continue to be paid as usual. The adjustments above are only for financial reporting purposes.

The estimated potential financial adjustments above are expected to change at the time of adopting the new standard on 1 July 2019

for the following reasons:

· some lease contracts will terminate prior to the adoption date;

· new lease contracts will be entered into by the Group prior to the adoption date;

· there may be changes to the terms & conditions of some existing lease contracts; and

· finalisation of various management’s judgements regarding:

- the measurement method to be applied in calculating the ROU asset;

- the application of the various practical expedients available upon adoption;

- the application of low value assets and short-term leases exemptions;

- the expectation of exercising rights of lease renewals; and

- the IBR to be used for discounting future lease payments.

The Group, at this stage, does not intend to restate comparative amounts for the financial year prior to the first year of adoption.

There are no other new standards, amendments or interpretations that are not yet effective that would be expected to have a material

impact on the Group.

Financial statements
Freightways Limited and its subsidiaries

90

Distribution of shareholders and shareholdings as at 31 July 2018

Number

of holders

Number

of shares held

% of issued

capital

Size of shareholding

1 to 1,9992,4172,619,7791.69

2,000 to 4,9992,3747,238,4834.67

5,000 to 9,9991,1977,800,9125.03

10,000 to 49,99981413,578,2768.75

50,000 to 99,999432,686,6441.73

100,000 to 499,999285,496,7383.54

500,000 to 999,99964,605,7722.97

1,000,000 and over12111,089,34271.62

Total shareholders6,891155,115,946100.00

Substantial product holders as at 31 July 2018

Based upon notices received, the following persons are substantial product holders in accordance with Section 293 of the Financial

Markets Conduct Act 2013:

Voting securities

Number%

Fisher Funds Management Limited12,501,8368.06

ANZ New Zealand Investments Limited, ANZ Bank New Zealand Limited,

ANZ Custodial Services New Zealand Limited, ANZ New Zealand Investments

Nominees Limited and OnePath Funds Management Limited (Australia)10,055,8676.48

The total number of issued voting securities of the Company as at 31 July 2018 was 155,115,946.

Geographic distribution

New Zealand6,744153,410,57398.90

Australia901,496,3070.97

Other57209,0660.13

6,891155,115,946100.00

Stock exchange listing

The Company’s fully paid ordinary shares are listed on NZSX (the New Zealand Stock Exchange).

Shareholder information

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

91

Number of

Shares held

% of issued

capital

HSBC Nominees (New Zealand) Limited <HKBN45> *19,849,53412.80

TEA Custodians Limited <TEAC40> *13,762,0488.87

Citibank Nominees (New Zealand) Limited <CNOM90> *10,355,4526.68

HSBC Nominees (New Zealand) Limited <HKBN90> *8,084,0115.21

ANZ Custodial Services New Zealand Limited <PBNK90>*6,347,2064.09

FNZ Custodians Limited6,294,5924.06

JPMorgan Chase Bank <CHAM24> *5,546,5813.58

Forsyth Barr Custodians Limited <1-Custody>3,551,8032.29

Accident Compensation Corporation <ACCI40> *3,503,0042.26

Custodial Services Limited <A/C 3>3,502,2482.26

National Nominees New Zealand Limited <NNLZ90> *3,342,5032.15

Port Devon Limited 3,153,4692.03

JBWere (NZ) Nominees Limited <NZ Resident A/C>2,848,1931.84

ANZ Wholesale Australasian Share Fund <PNAS90>*2,491,6841.61

BNP Paribas Nominees (NZ) Limited <COGN40>*2,489,1341.60

Custodial Services Limited <A/C 4>2,159,9111.39

Investment Custodial Services Limited <A/C C>2,061,0591.33

Custodial Services Limited <A/C 2>1,708,5901.10

BNP Paribas Nominees (NZ) Limited*1,626,7431.05

BNP Paribas Nominees (NZ) Limited <BPSS40>*1,433,3090.92

104,111,07467.12

*Held through NZ Central Securities Depository Limited

Shareholder information

Top twenty registered shareholders of listed shares as at 31 July 2018

Financial statements
Freightways Limited and its subsidiaries

92

This statement is an overview of the Group’s main corporate governance policies, practices and processes adopted or followed by

the Board of Directors. The Board considers that the Group has followed all of the recommendations outlined in the NZX Corporate

Governance Code for the financial year ended 30 June 2018.

The role of the board of directors

The Board of Directors of Freightways Limited (the Board) is committed to the highest standards of corporate governance and ethical

behaviour, both in form and substance, amongst its Directors and the people of the Company and its subsidiaries (Freightways).

Board responsibilities

The Board’s corporate governance responsibilities include overseeing the management of Freightways to ensure proper direction and

control of Freightways’ activities.

In particular, the Board will establish corporate objectives and monitor management’s implementation of strategies to achieve those

objectives. It will approve budgets and monitor performance against budget. The Board will ensure adequate risk management strategies are

in place and monitor the integrity of management information and the timeliness of reporting to shareholders and other stakeholder groups.

The Board will follow the corporate governance rules established by the New Zealand Stock Exchange and Directors will act in accordance

with their fiduciary duties in the best interests of the Company.

A formal Board Charter, which can be found at www.freightways.co.nz/about/corporate-governance, has been adopted by the Board that

elaborates on Directors’ responsibilities. The Board will internally evaluate its performance annually. Any recommendations flowing from

this review will be implemented promptly. The Board will review its Corporate Governance practice against current best practice and

continue to develop company policies and procedures, as deemed necessary.

Board composition

In accordance with the Company’s constitution the Board will comprise not less than three directors. The Board will be comprised of a mix

of persons with complementary skills appropriate to the Company’s objectives and strategies. The Board must include not less than two

persons (or if there are eight or more directors, three persons or one third rounded down to the nearest whole number of directors)

who are deemed to be independent.

Freightways’ Board currently comprises six Directors: the non-executive Chairman and five non-executive directors. All Freightways’ Directors

are independent. Key executives attend board meetings by invitation.

Diversity and inclusion

The Company has a formal diversity & inclusion policy which can be found at www.freightways.co.nz/about/corporate-governance.

The Company is committed to encouraging diversity throughout all levels of its operations and by ensuring all employees have an equal

opportunity to realise their career ambitions within Freightways. As required to be reported by the NZX Listing Rules, the Company advises

that from a gender diversity perspective, as at 30 June 2018, the Board was comprised of 4 male directors, 1 female director and 1 female

non-executive Chairman (2017: 5 male directors and 1 female non-executive Chairman), and all 5 officers of the Company, who are not

directors, were male (2017: all 5 officers of the Company, who were not directors, were male).

The Company has a key objective to conduct a Group wide climate survey on culture and diversity of our employees and contractors in 2019.

The results of this survey will form a baseline from which the Company will develop measurable objectives in relation to diversity and inclusion.

In 2018 Freightways’ senior management team participated in unconscious bias training conducted by Diversity Works. The objectives of the

training were to raise awareness of the impact of unconscious bias and how to recognise when and where it may occur.

The Board has targeted representation of greater than 30% for female directors and achieved this in June 2018.

Corporate governance statement

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

93

Meetings HeldMeetings Attended

Director

Sue Sheldon CNZM1010

Dean Bracewell (resigned 31 December 2017) 55

Kim Ellis1010

Abby Foote (appointed 1 June 2018)11

Peter Kean1010

Mark Rushworth1010

Mark Verbiest1010

Meetings HeldMeetings Attended

Director

Mark Verbiest66

Mark Rushworth66

Abby Foote (appointed to Committee on 6 August 2018)--

Sue Sheldon CNZM (resigned from Committee on 6 August 2018)66

Board committees

Standing committees have been established to assist in the execution of the Board’s responsibilities. These committees utilise their

access to management and external advisors at a suitably detailed level, as deemed necessary and report back to the full Board. Each

of these committees has a charter outlining its composition, responsibilities and objectives. The committees are as follows:

Audit & Risk Committee: The Audit & Risk Committee is responsible for overseeing risk management, accounting and audit activities

and reviewing the adequacy and effectiveness of internal controls, meeting with and reviewing the performance of external auditors,

reviewing the Annual and Half Year Reports and making recommendations on financial and accounting policies. The Company’s Audit

& Risk Committee Charter can be found at www.freightways.co.nz/about/corporate-governance

The Group has established an internal audit function and has engaged Ernst & Young to perform this function. Ernst & Young will utilise

the expertise of their relevant Subject Matter Professionals to execute an internal audit programme that will effectively cover a broad

spectrum of risks. Ernst & Young will regularly report on their activities to the Audit & Risk Committee.

The members are Mark Verbiest (Chairman), Mark Rushworth and Abby Foote. All members are independent non-executive Directors.

Meetings were held and attended, as follows:

Board meetings

The following table outlines the number of board meetings attended by Directors during the course of the 2018 financial year:

Corporate governance statement

Financial statements
Freightways Limited and its subsidiaries

94

Meetings HeldMeetings Attended

Director

Sue Sheldon CNZM22

Dean Bracewell (resigned 31 December 2017) 11

Kim Ellis22

Abby Foote (appointed 1 June 2018)11

Peter Kean 22

Mark Rushworth22

Mark Verbiest22

Meetings HeldMeetings Attended

Director

Kim Ellis55

Peter Kean55

Sue Sheldon CNZM55

People & Remuneration Committee: The People & Remuneration Committee is responsible for overseeing the Freightways human

resource practices, reviewing the remuneration and benefits of the senior management, reviewing and recommending the remuneration of

Board members, and making recommendations to the Board in respect of succession planning. The Company’s People & Remuneration

Committee Charter can be found at www.freightways.co.nz/about/corporate-governance

The members of the People & Remuneration Committee are Kim Ellis (Chairman), Peter Kean and Sue Sheldon. Meetings were held and

attended, as follows:

Nominations Committee: The Nominations Committee is responsible for ensuring the Board is composed of Directors who contribute

to the successful management of the Company, ensuring formal review of the performance of the Board, individual Directors and the

Board’s committees, ensuring effective induction programmes are in place for the Directors and confirming the status of Directors’

independence for external reporting purposes. The Company’s Nominations Committee Charter can be found at www.freightways.co.nz/

about/corporate-governance.

The members of the Nominations Committee are Sue Sheldon (Chairman), Kim Ellis, Abby Foote, Peter Kean, Mark Rushworth and Mark

Verbiest. Meetings were held and attended, as follows:

Code of ethics

Freightways expects its Directors and employees to maintain high ethical standards that are consistent with Freightways’ core values,

business objectives and legal and policy obligations. A formal Code of Ethics has been adopted by the Board and can be found at

www.freightways.co.nz/about/corporate-governance. Freightways’ people are expected to continue to lead according to this Code. The

Code deals specifically with conflicts of interest, proper use of information, proper use of assets and property, conduct and compliance

with applicable laws, regulations, rules and policies.

Protected Disclosures (Whistleblower)

The Company is committed to encouraging, supporting and respecting open and honest accountable work practices. The Company believes

all employees have a responsibility to eliminate serious wrongdoing in the workplace. The Company’s Protected Disclosure (Whistleblower)

Policy can be found at www.freightways.co.nz/about/corporate-governance

Delegation of authority

The Board delegates its authority where appropriate to the Chief Executive Officer for the day-to-day affairs of Freightways. Formal policies

and procedures exist that detail the parameters that the Chief Executive Officer and in turn his direct reports are able to operate within.

Corporate governance statement

Financial statements
Freightways Limited and its subsidiariesAnnual Report 2018

95

Corporate governance statement

Share trading by Directors and management

The Board has adopted a policy that ensures compliance with New Zealand’s insider trading laws. This policy requires prior consent

by the Chief Financial Officer in relation to any trading by executive management, and in the case of Directors of the Company and

its subsidiaries, prior consent by the Chairman of the Board. The Company’s Insider Trading Policy can be found at

www.freightways.co.nz/about/corporate-governance

Treasury policy

Exposure to foreign exchange and interest rate risks is managed in accordance with the Group’s Treasury Policy that sets limits of management

authority. Derivative financial instruments are used by the Group to manage its business risks; they are not used for speculative purposes.

Reporting and disclosure

The Company is committed to promoting investor confidence by providing timely, accurate and full disclosure of information in

accordance with the NZX Listing Rules. The Company has appointed its Chief Financial Officer as its Disclosure Officer. The Disclosure

Officer is responsible for monitoring Freightways’ business to ensure it complies with its disclosure obligations. The Disclosure Officer

has access to all necessary information provided by the direct reports of Freightways’ Chief Executive Officer in respect of their areas of

responsibility. The Disclosure Officer will regularly request certification from the Chief Executive Officer’s direct reports that all reasonable

enquiries have been made to ensure all relevant material information has been disclosed to the Disclosure Officer. The Company’s

Disclosure & Communications Policy can be found at www.freightways.co.nz/about/corporate-governance

Risk management

The Company operates in an environment that contains a number of operational and strategic risks. It actively manages risk to ensure it

operates a safe workplace and is able to sustain the achievement of its business objectives. Risk management techniques and capability

assist managers to focus on uncertainties and vulnerabilities associated with the future, thereby improving the likelihood of meeting

business objectives.

The management of risk is a core management responsibility. All management and employees are accountable to employ risk management

processes within their area of control to aid in the achievement of business objectives. A process to ensure risk has been adequately

identified, considered and can be managed, is evident in all key decision-making processes. The Chief Executive Officer, Chief Financial

Officer and subsidiary management ensure that risks to the business are identified and evaluated, that effective responses and control

activities are developed and that appropriate monitoring and timely re-evaluation is conducted.

The Board and its Audit & Risk Committee are responsible for setting policy, assessing and monitoring strategic risks and ensuring

management maintains an effective risk management framework.

In 2019, Ernst & Young will perform internal audit on areas assessed to be highest risk for the business, including:

1. Cyber security;

2. IT project management;

3. Data privacy;

4. Payroll processing; and

5. Managing business continuity.

The Company’s Risk Management Policy can be found at www.freightways.co.nz/about/corporate-governance

Health and safety risks

The Company’s management team and Health & Safety Committee are responsible for oversight of the Company’s health and safety risks.

The prevention of accidents and injuries is of vital importance and no task is regarded to be so important that it may be done in an unsafe

manner. The Company has developed and maintains a Health & Safety Manual that details the procedures required of all managers,

employees and contractors to maintain a healthy and safe working environment.

The Company is subject to internal and external audit and review, including external audit as part of the Accident Compensation

Corporation’s Accredited Employers Programme and also New Zealand’s Civil Aviation Authority audit of the Group’s Fieldair operations.

The Board monitors, supports and completes its own due diligence on the health and safety practices of the Company. Health and safety

is a standing Board agenda item that is discussed at all scheduled Board meetings.

For inquiries in relation to Freightways’ services and products contact the offices listed
below or refer to Freightways’ website at www.freightways.co.nz

Messenger Services Limited

32 Botha Road

Penrose

DX EX10911

AUCKLAND

Telephone: 09 526 3680

www.sub60.co.nz

www.kiwiexpress.co.nz

www.stuck.co.nz

www.securityexpress.co.nz

New Zealand Couriers Limited

32 Botha Road

Penrose

DX CX10119

AUCKLAND

Telephone: 09 571 9600

www.nzcouriers.co.nz

Post Haste Limited

32 Botha Road

Penrose

DX EX10978

AUCKLAND

Telephone: 09 579 5650

www.posthaste.co.nz

www.passtheparcel.co.nz

Castle Parcels Limited

163 Station Road

Penrose

DX CX10245

AUCKLAND

Telephone: 09 525 5999

www.castleparcels.co.nz

Shred-X Pty Limited

PO Box 1184

Oxenford

Queensland 4210

AUSTRALIA

Telephone: +61 1 300 747 339

www.shred-x.com.au

www.med-xsolutions.com.au

New Zealand Document

Exchange Limited

20 Fairfax Avenue

Penrose

DX CR59901

AUCKLAND

Telephone: 09 526 3150

www.dxmail.co.nz

www.dataprint.co.nz

The Information Management

Group (NZ) Limited

33 Botha Road

Penrose

DX EX10975

AUCKLAND

Telephone: 09 580 4360

www.timg.co.nz

Fieldair Holdings Limited

Palmerston North International Airport

Palmerston North

DX PX10029

PALMERSTON NORTH

Telephone: 06 357 1149

www.fieldair.co.nz

NOW Couriers Limited

161 Station Road

Penrose

AUCKLAND

Telephone: 09 526 9170

www.nowcouriers.co.nz

The Information Management

Group Pty Limited

PO Box 21

Enfield

New South Wales 2136

AUSTRALIA

Telephone: +61 2 9882 0600

www.timg.com

www.filesaver.com.au

www.litsupport.com.au

Directory

Directory

Freightways Limited and its subsidiaries

96

Company particulars
Board of Directors

Sue Sheldon (Chairman)

Kim Ellis

Abby Foote

Peter Kean

Mark Rushworth

Mark Verbiest

Registered office

32 Botha Road

Penrose

DX CX10120

AUCKLAND

Telephone: 09 571 9670

Facismile: 09 571 9671

www.freightways.co.nz

Auditors

PricewaterhouseCoopers

188 Quay Street

Auckland

Share registrar

Computershare Investor Services Limited

159 Hurstmere Road

Takapuna

North Shore City 0622

DX CX10247

Stock exchange

The fully paid ordinary shares of

Freightways Limited are listed on NZX

Limited (the New Zealand Stock Exchange)

---

Online
www.in vestor centre.com/nz

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