Freightways Group Limited logo

Annual Report and Section 209c Notice

Annual Report26 September 2019FRWIndustrials

Annual Report
Freightways Limited and its subsidiaries

Financial Year ended 30 June 2019

SO MANY

JOURNEYS

ITEMS MOVED
EACH YEAR

Over

85 million

KG AIRFREIGHTED

TONNES OF PAPER

RECOVERED AND

SHREDDED

ITEMS

STORED

TERABYTES BACKED

UP ONLINE

Over

30 million

45 thousand

Over

11 million

3.5 thousand

LOST TIME

INJURY

FREQUENCY

RATE (LTIFR)

10

Contents

06 Highlights

10 Chairman and CEO’s report

18 The Freightways family

20 People

22 Our Sustainable Development Goals

32 Community

34 Our board

35 Our leadership team

36 Directors’ report

44 Independent auditor’s report

49 Financial Statements

93 Shareholder information

95 Corporate governance

NEAR AND FAR
IMMEDIATE

AND OVER TIME

TO BUSINESS

AND CONSUMERS

PHYSICAL

AND DIGITAL

GROWTH IN

AVERAGE

COURIER

EARNINGS

7%

A journey for us is more than taking something from one place

to another. Increasingly, it’s about transforming things from one

form to another. Our core philosophy of Pick Up, Process and

Deliver now forms the basis for an expanding range of businesses

focused on adding value to products and services as they pass

through our hands.

By applying our entrepreneurial spirit to everything we do, we’ve

successfully expanded and diversified our business operations

in New Zealand and Australia from couriers to documents to

digitalisation. Today our portfolio of brands offers digital and

physical services to businesses and consumers, all with exciting

growth potential.

Freightways Limited and its subsidiariesAnnual Report 2019

3

Express Package
Our multi-brand strategy in the

New Zealand courier market includes

New Zealand Couriers, Post Haste,

Castle Parcels, NOW Couriers, SUB60,

Security Express, Kiwi Express, Stuck

and Pass The Parcel. Each brand caters

to specific customer needs, but they

share branch networks, air and road

linehaul and IT. Our joint venture airline,

Parcelair, adds airfreight capability for

our overnight Express Package

delivery service.

Business Mail

DX Mail and Dataprint offer physical

and digital postal services to business

customers throughout New Zealand.

DX Mail provides time sensitive delivery

across New Zealand while Dataprint

offers mailhouse-print services and

digital mail presentation platforms.

Information Management

The Information Management Group

(TIMG) provides physical storage and

information management services as

well as digital information processing

services such as digitalisation, business

process outsourcing, online back-up

and eDiscovery services.

Secure Destruction

Shred-X operates document destruction

services, along with eDestruction and

product destruction services. The

business also provides medical waste

services under the Med-X brand.

The Freightways growth strategy

OUR BUSINESS MODEL

FOCUSES ON ADDING

VALUE TO EVERYTHING

WE MOVE.

Each of our four business activities

focuses on achieving high quality and

efficiency through the stages of pick-up,

process and delivery. They rely on density

created in each niche to result in market

leading brands.

Freightways Limited and its subsidiariesAnnual Report 2019

4

Pick up
Process

Deliver

E

x

p

r

e

s

s


P

a

c

k

a

g

e

I

n

f

o

r

m

a

t

i

o

n


M

a

n

a

g

e

m

e

n

t

B

u

s

i

n

e

s

s


M

a

i

l

S

e

c

u

r

e


D

e

s

t

r

u

c

t

i

o

n

Network

Courier

Point to

Point

Aviation

Mailhouse

Document Media

& Storage

Digital Information

Processing

Online

Back-up

Document &

eDestruction

Product

Destruction

Medical

Wa ste

Digital

Mail

Freightways Limited and its subsidiariesAnnual Report 2019

5

$616M
REVENUE

6.0%

3.2%

2.3%

2.5%

INCREASE

INCREASE

INCREASE

INCREASE

$99M

EBITA

$63M

NPAT

30.5

CENTS PER SHARE

Financial highlights

GROWTH WAS ACHIEVED IN ALL

FOUR BUSINESS ACTIVITIES DESPITE

A SLOWING ECONOMIC BACKDROP

Highlights

TOTAL DIVIDEND PAYOUT FOR 2019

Freightways Limited and its subsidiariesAnnual Report 2019

6

Strong earnings in our core activities
were matched by encouraging growth

in our newer markets

Freightways operating revenue FY19 ($m)

Rounded to the nearest $m

Freightways net profit after tax ($m)

2018

2019

$581

$616

2018

2019

$62.2

$63.4

Freightways EBITA ($m)

Including non-recurring items

1


Freightways EBITA ($m)

Excluding non-recurring items

1


2018

2019

$96.3

$99.1

2018

2019

$93.7

$96.8

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.

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

FY09 FY09

FY14 FY14

FY19 FY19

$279m$61m

$103m$330m

$451m

$164m

Total gross GHG emissions (tCO

2

e) per million dollars of revenue

Year-on-year reduction

10.0%

14.6%

2.0%

7.2%

CEMARS

®

certified

FY19 to be certified in November 2019

FY13/14

FY14/15

FY15/16

FY16/17

FY17/18

136.64

123.02

105.01

102.93

95.57

FY18/19

90.835.0%

Freightways Limited and its subsidiariesAnnual Report 2019

7

Greg Smith
Southern Regional Manager

“ I WISH TO BE THE

BEST LEADER THAT

I CAN POSSIBLY BE

AND JUMP AT ANY

OPPORTUNITIES THAT

ARE PRESENTED TO ME.”

Freightways Limited and its subsidiariesAnnual Report 2019

8

Greg Smith
MY CAREER

Greg’s career

at Freightways

started when he

went to a meeting

to become a

courier. But that’s

not the job he

accepted.

In 1998, Greg started his Freightways

career as the Decon Supervisor at

Post Haste (PHG) Christchurch. He

had originally planned to be a Courier

contractor but there were no courier

runs available. Three years later, he

became Depot Supervisor at

New Zealand Couriers (NZC).

In 2004, Greg moved into sales –

something he had always wanted to

do – when he became an Account

Manager for NZC Christchurch. A year

later, he moved back into operations as

the Fleet Manager of NZC CHC, and

stayed there for five years.

A brief period away from the company

was followed by a return to the NZC

sales team as a Senior Account

Manager in 2011 and then, in 2012,

Branch Manager at Post Haste Couriers

& Castle Parcels Christchurch, not

long after the earthquakes there. He

took up his current role in 2015. Right

now though he is on secondment

in Auckland working with the North

Harbour and Whangarei branches.

Greg says he has been surrounded

by some great leaders throughout

his career in the business who have

all shared their leadership skills and

offered tremendous support. He looks

forward to doing the same in the years

ahead to support the next generation of

Freightways managers.

1998

Decon Supervisor,

Post Haste (PHG)

Christchurch

2001

Depot Supervisor,

New Zealand Couriers

(NZC)

2004

Account Manager,

NZC Christchurch

2005

Fleet Manager,

NZC Christchurch

2011

Senior Account

Manager, NZC

Christchurch

2012

Branch Manager,

Post Haste Couriers

& Castle Parcels

Christchurch

2015

Southern Regional

Manager, Post Haste

Couriers & Castle

Parcels Christchurch

SO MANY

JOURNEYS

Southern Regional Manager

Christchurch

Freightways Limited and its subsidiariesAnnual Report 2019

9

THE STRENGTH
OF NETWORKS

The Directors are pleased to present the consolidated

financial results of Freightways Limited (Freightways)

for the year ended 30 June 2019. This report discusses

the results for each division, outlines the key strategies

and the outlook for the year ahead.

Highlights of the year include

• Overall year-on-year revenue, earnings and dividend growth.

In the Express Package & Business Mail (EP&BM) division

• Completing a number of business-critical IT projects to enable

our new Pricing For Effort initiative for residential deliveries;

• Improving route density, in residential areas in particular, and

using the benefits to reinvest into the contractor fleet, which

resulted in an average increase in contractor earnings of 7%

above the previous year, and

• Expanding our business mail network to take on new customers

and once again demonstrating growth year-on-year.

In the Information Management (IM) division

• Improving utilisation in our Australian document storage footprint

by 10% (from 61% to 67%). While this was short of our goal of

70%, it reflected a strong step forward in generating improved

returns in our document storage business;

• The completion of another large data collection/transformation

contract win, supporting the growth of the division’s suite of

digital IM services, and

• Strong growth in our secure destruction business, which is

successfully diversifying into complementary waste streams

which require efficient logistics and processing.

• Sustained strong cash generation from both divisions, leading

to reduced debt gearing levels.

Chairman and CEO’s Report

Note

2019

$M

2018

$M

Increase

%

Revenue615.7580.96.0

EBITA, before non-recurring items(i)

96.793.73.2

Non-recurring items2.42.6

EBITA(ii)99.196.32.9

NPAT, before non-recurring items(iii)61.059.62.3

Non-recurring items after tax2.42.6

N PAT(iv)63.462.21.9

Basic EPS (cents), before non-recurring items39.338.4

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.

Operating performance

The below table presents the reported 2019 result compared

to the prior comparative period (pcp), both before and after the

inclusion of non-recurring items:

Freightways Limited and its subsidiariesAnnual Report 2019

10

Freightways Limited and its subsidiariesAnnual Report 2019
11

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:

• 2019: Non-recurring benefits before tax

totalling $2.4 million (no tax applicable)

in respect of reversing $0.5 million of

previously accrued acquisition payables

that are no longer expected to be

required and a $1.9 million gain upon

recording the replacement of

earthquake-related damaged racking

funded by insurance proceeds.

• 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.

Dividend

The Directors have declared a final

dividend of 15.5 cents per share, fully

imputed at a tax rate of 28%, being a 2%

increase above the pcp final dividend of

15.25 cents per share. This represents

a payout of approximately $24.1 million

compared with $23.7 million for the pcp.

The dividend will be paid on 1 October

2019. The record date for determination

of entitlements to the dividend is 13

September 2019. The total dividend payout

in respect of the year ended 30 June 2019

will be 30.5 cents, being 2.5% above the

pcp of 29.75 cents.

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.

Divisional performance

Divisional results for the year ended 30 June

2019 are provided below for each division.

Express Package & Business Mail

(EP&BM) division

2019 Result

Operating revenue of $453 million was

5.6% higher than the pcp. EBITA of $72.2

million was 6.3% higher than the pcp.

2019 was a year of two halves with respect

to organic growth levels within the EP&BM

division. The first half was characterised

by solid organic growth (circa 2.5%),

whereas same-customer volume flattened

off noticeably in the second half of the

year. Some hard calls were also made

on low margin business during the year,

with pricing reviews for customers where

margins were unacceptably low for the

value provided through our networks. The

results were pleasing for the year when

these factors, alongside material contractor

earnings and wage increases, were also

taken into account.

Chairman and CEO’s Report

Freightways Limited and its subsidiariesAnnual Report 2019

12

“ FREIGHTWAYS HAS CONTINUED
TO INNOVATE AND INVEST IN ITS

BUSINESSES TO ACHIEVE MARKET-

LEADING SERVICE QUALITY AND

RETURN ON INVESTMENT. ”

Freightways has consistently paid above

minimum wage in its freight sorting

operations and to ensure it continues to

do so, wages were lifted at the lower levels

by around 6% to maintain that premium.

Volume growth, and consequently revenue

and earnings, were stronger in the first half

of the year than the second half.

Freightways’ small postal business, DX

Mail, has come under direct attack from

NZ Post’s new zonal pricing structure for

bulk mail, which effectively offers their

customers the cheapest rates to those

areas that DX Mail delivers into, and more

expensive rates to those areas where

DX Mail does not deliver. Freightways is

assisting the NZ Commerce Commission

with its preliminary investigation into

NZ Post’s pricing tactics. DataPrint,

Freightways’ mailhouse business,

expanded its range of services during

the year and is well positioned to

help customers transition to digital

communications augmented by high

quality physical delivery through DX Mail.

The EP&BM division delivered a sound full

year result, and has positioned itself well to

avoid the pitfalls of many express package

operators around the world that appear to

have thrown themselves into residential

deliveries at what some may view as

producing unsustainably low margins.

Freightways is confident that its brands

will be able to provide higher quality

delivery services to residential areas,

sustainable courier remuneration and

ultimately generate returns from the

growing B2C market.

Freightways Limited and its subsidiariesAnnual Report 2019

13

Key Strategies in 2020
Pricing for Effort: Differential pricing was

introduced from 1 July 2019 for items

travelling to residential addresses as the

first of a two-step process to generate

higher remuneration for couriers performing

residential deliveries and to begin to

recover the higher costs associated with

low density deliveries. This strategy has

been enabled by significant investment in

geo-mapping and coding of addresses as

either business, residential or rural, as well

as the introduction of systems to enable

billing for residential delivery.

As this strategy unfolds, Freightways

expects to achieve a higher quality final

mile delivery, with couriers earning superior

returns for their efforts and Freightways’

brands also generating positive margins.

This will motivate the EP&BM division to

invest further into service quality initiatives

for the growing residential delivery sector.

Residential Network Review: In 2019

good progress was made to better

collaborate across the courier brands to

improve the division’s delivery efficiency

in residential areas. This strategy has now

become business-as-usual, with the use of

a number of analytical tools to continually

monitor and evolve residential runs so as

to drive better productivity and lower direct

costs for couriers through the need to

travel fewer kilometres each day.

Customer Visibility and Data Analytics:

New scanning technology was rolled-out

during 2019 which positions the business

well to provide value-added services to

customers and receivers by improving

visibility and ultimately the final-mile

delivery experience.

Information Management (IM) division

2019 Result

Operating revenue of $164.5 million was

6.9% higher than the pcp. EBITA of $29.3

million was 1.9% lower than the pcp.

While utilisation of facilities improved in

Australia and New Zealand, the margins

generated from data transformation

were slightly lower. In 2019, the Shred-X

business invested in growing its fleets

through New South Wales, Victoria and

Queensland in response to demand from

medical waste and product destruction

customers. Shred-X also incurred transition

costs while merging its Western Australia

site with a recently-acquired document

destruction business. This business was

fully integrated by May 2019.

Chairman and CEO’s Report

Australian IM annual earnings marginally

exceeded those of New Zealand IM for the

first time in 2019. 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 widen its lead on

New Zealand’s earnings into the future.

Key Strategies in 2020

Facility Utilisation: Despite solid growth

in the Australian IM facilities, there were

a number of new customers secured that

had not transitioned their volume into TIMG

(The Information Management Group) by

the end of the financial year, meaning the

division fell 3% short of its 70% utilisation

target. The focus for 2020 is to on-board

and maintain double digit revenue growth

in this line of business.

Digital Services Growth: In Australia,

TIMG will focus on its capability with

respect to large digitalisation jobs. In

2019, it completed a significant job

which required data extraction, electronic

discovery and delivery of data within

tight timeframes (mirroring the capability

used for the NZ Census by the NZ

TIMG business in 2018). There are scale

opportunities in the Australian market

for quality providers of digitalisation and

e-discovery services.

Secure Destruction and Medical Waste:

Additional investment was made in teams,

fleets and facilities in 2019 to support

the growth of Shred-X’s document

destruction, medical waste and product

processing capabilities. 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 related

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 continues to actively

explore and investigate acquisition and

alliance opportunities for synergistic

and complementary service offerings.

Freightways completed three small

acquisitions early in the 2019 financial

year and these have been successfully

integrated into the Australian IM division.

The businesses acquired included a

records storage business, a secure

destruction business and a majority

stake in the software company that

provides the online back-up service for

TIMG’s customers.

Corporate

Corporate costs increased by $0.7 million

compared to the pcp, primarily due to the

reclassification of certain managers from

the divisions into newly-created corporate

roles, but also as a result of an uplift in

consulting costs relating to internal audit,

external reporting and ESG initiatives.

Net debt decreased by approximately

$3 million to $152 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 further below 40%.

Freightways Limited and its subsidiariesAnnual Report 2019

14

Mark Verbiest
Chairman

Mark Troughear

Chief Executive

Officer

26 August 2019

Outlook

Freightways has observed a slowdown

in New Zealand in terms of same-

customer trade over the second half of

2019 in its express package businesses.

Despite this headwind, management

remains optimistic that pricing and

efficiency initiatives in express package

and Freightways’ diversification

strategy in information management will

provide growth opportunities in 2020.

Freightways is once again targeting

year-on-year earnings growth in 2020.

Within the EP&BM division, indications

are that organic volume growth will be

lower in 2020 than it was in 2019. There

will be a strong focus on maintaining and

improving margins, along with improving

visibility to customers and receivers for

express package deliveries. Focus on

continuing to build courier remuneration

through intensification of their runs and

improved residential delivery pricing will

also be a priority.

Within the IM division, there will be a

continued drive on expanding storage

and handling margins through improved

facility utilisation. Leveraging digital

capability to attract new customers

will also be a key platform for growth

in 2020. Within the secure destruction

business, the division will look to

leverage the networks it has invested in

to provide medical waste and product

destruction services to both new and

existing customers.

Overall capital expenditure for the 2020

financial year is expected to be between

$22-24 million. Operating cash flows

are expected to remain strong

throughout 2020.

Strategic growth opportunities, including

acquisitions and alliances that are

synergistic or complementary to our

existing capabilities, will be executed

where they make commercial sense.

Conclusion

Freightways has continued to innovate

and invest in its businesses to achieve

market-leading service quality and return

on investment. The results for 2019 were

impacted in the latter half of the year

by modest to flat organic growth as the

New Zealand economy slowed. Despite

these headwinds, Freightways expects

to continue to demonstrate its long-held

disciplines in terms of managing margins,

investing appropriately for growth and

exploring new service opportunities.

There are opportunities for all of the

group’s business activities 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. 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.

Freightways Limited and its subsidiariesAnnual Report 2019

15

Sadhna Ram
MY PROGRESS

After initially training

as a teacher,

Sadhna found her

way to Messenger

Services. Today

she manages our

Auckland branch.

Sadhna says she has always been

inspired to look for new opportunities.

That drive stems from working with

great managers, who role-modelled the

intensity, relentlessness and exceptional

standards required to succeed.

She has been in a wide variety of

roles and says she has taken learnings

from every one. “I’ve also come to realise

that I don’t have to know all the answers,

I just need to know someone who does.

Never shy from asking for help.”

The decision to shift from the

Countdown Fleet Management

team was an example of taking an

opportunity when it presents itself. “The

role (of Auckland Branch Manager)

was definitely in my sights,” she says,

“however I had only started in my new

role in January. It was a position I was

very much enjoying so I was unsure

whether to apply for the role or wait a

few more years. A brief chat with a senior

leader in the Freightways business, who

I consider my mentor, convinced me to

step up and apply.”

Sadhna says her ‘on the job’ learnings

have been supported by completing the

Freightways Fundamentals modules,

participating in the Management

Concepts Course and graduating from

the Freightways LEAD Development

programme in 2018.

2010

Call Centre

Representative,

Messenger Services

2011

Call Centre Supervisor,

Messenger Services

2017

Auckland Operations

Manager, Messenger

Services

2019

Joins Countdown Fleet

Management team,

Messenger Services

2019

Appointed Auckland

Branch Manager,

Messenger Services

SO MANY

JOURNEYS

Branch Manager

Messenger Services Ltd

Auckland

Freightways Limited and its subsidiariesAnnual Report 2019

16

Sadhna Ram
Branch Manager

“ IN THE NEXT 5 YEARS, I WOULD

LIKE TO WORK IN A FEW OTHER

BRANDS WITHIN FREIGHTWAYS

TO GAIN NEW LEARNINGS.”

Freightways Limited and its subsidiariesAnnual Report 2019

17

OUR JOURNEYS
THIS YEAR

The different parts of our business compete in

markets with different growth dynamics. In each case,

our best opportunities to add value lie in consistently

applying our Pick Up, Process, Deliver model to ensure

customers receive better services and experiences.

Express Package

E-commerce is a significant opportunity

for us. By recognising the importance of

the receiver experience, as well as sender

expectations, we aim to continue to lead

the market.

New technologies have changed the way

courier services work – with increased

package visibility and the ability to

re-route items already in transit. There

is now greater movement transparency

and advanced methodologies for parcel

tracking. Items are tracked online from the

moment of order, until they are collected

and delivered to the final receiver.

Higher residential delivery volumes also

bring higher costs because of the lower

delivery densities (versus business to

business delivery), increased travel time

and greater infrastructure requirements.

Over the last year Freightways has put in

place a number of plans to start addressing

the operational requirements for increasing

volumes of residential receivers and

the higher costs associated with such

deliveries. For example, we’ve gained

efficiencies through increased collaboration

between the courier brands for the ‘last

mile delivery’ – effectively increasing

delivery density in residential areas.

We are also looking to increase courier

remuneration in the residential space

– fair contractor pay for delivery effort

has always been key to a successful,

sustainable business model.

The Freightways family

Over the last 6 months we have been

communicating to our customers and staff

the need to price our services in line with

the effort and resource required (Pricing

for Effort). The very real extra costs

associated with business-to-consumer

deliveries need to be recouped. We

started implementing these changes

from the beginning of July 2019.

At the same time, we will introduce added

value services thanks to technology

improvements to ensure our overall

services meet our customer and receiver

expectations. Continued improvement

in the overall customer experience will

allow our courier businesses to charge

appropriately for a superior service offering.

Business mail

DX Mail is the nationwide alternative mail

provider, delivering 50 million mail items

per annum. In the last five years we have

increased our postie fleet by 50% to 220

posties, maintained next day local service,

and expanded the number of towns and

cities we service through our network.

Our business strategy is focused on

meeting the needs of our customers with

consistently high service standards.

Alongside this successful physical mail

strategy, we have been developing

smart technology solutions to support

customers as they transition to digital

mail alternatives.

DX Mail through its mailhouse, Dataprint,

are collaborating to provide customers a

fully integrated communications channel

across physical mail, email, SMS as well

as remote print and lodgment services.

DX Mail is now a key component of

New Zealand’s infrastructure providing

essential time sensitive delivery services

to DHBs, government and business alike

that no other mail provider can supply

as effectively.

Along the way, our State-owned

competitor has recently announced zonal

pricing that appears to provide the lowest

pricing in areas with DX Mail services, while

areas that DX Mail does not service are

priced higher. The Commerce Commission

are currently undertaking a preliminary

investigation into this issue.

Regardless of the outcome of this

investigation DX Mail will progressively

expand services, offer quicker delivery

options to customers and provide smart

digital solutions ensuring that we continue

to meet our customers’ needs.

Freightways Limited and its subsidiariesAnnual Report 2019

18

Information Management
TIMG has been expanding ever since it

began life in 2000. After opening in Sydney

TIMG established facilities in Melbourne,

Brisbane, Adelaide, Perth and Canberra.

Hobart and Darwin followed. Setting

up this network required considerable

investment, but now that the national

footprint is in place TIMG is well placed to

capitalise financially by filling warehouse

capacity across Australia. Over the last

year TIMG has improved utilisation by

10% to 67% providing an improved

financial performance along the way.

In New Zealand TIMG is the country’s

largest document storage business with

high utilisation levels of 82%.

With this winning formula producing

sustained growth, TIMG has invested in

further development of its portfolio model

to respond to the ever-increasing pace of

change and disruption in the information

management market. This investment has

led to the creation of the TIMG Horizon

3 team, to ensure that whilst the business

continues to execute growth across its

core and complementary services, it also

accelerates the search for the next wave

of new businesses.


Adopting a variety of tools and

frameworks, the team has developed

a repeatable process, unique to TIMG,

to take ideas from concept through to

scalable business opportunities. This

repeatable process for innovation will help

the business enhance what has already

proven a successful winning formula.

Secure Destruction

Since 2001 Shred-X has focused

its recycling and secure information

destruction services on customer service,

building a national logistics network,

sustainable processing centres, and

attaining the highest industry certifications

in safety, information security, quality and

environmental sustainability.

In 2017, Shred-X entered the medical

waste business with the acquisition of

State Waste Services (SWS Healthcare

Solutions and SWS Healthcare Logistics)

in New South Wales. SWS in turn became

the cornerstone for Med-X Healthcare

Solutions, officially launched as Med-X

in early 2018.

Med-X services expanded into Victoria

in 2018 with the acquisition of Medico

Hygiene Services and Medico Waste

Disposal, collectively Medico, and has

seen significant revenue growth since

the acquisition.

By combining the different businesses’

resources and service offerings, Shred-X

and Med-X collectively provide a secure,

safe and compliant service across

business sectors, and specifically

medical waste services to the fast-

growing health & medical industry.

In mid-2018 Med-X Queensland began

as a greenfield operation.

The company is currently adding

extensive Customer Relationship

Management (CRM) and automated

routing technologies to align all its

products and services for the safe and

secure handling, treatment and disposal

of clinical waste and related services

including sharps, hygiene and washrooms

products and services.

Shred-X and Med-X leadership foresee

continuing opportunities for rapid growth

through strong sales and marketing,

leveraging new partnerships with general

waste and cleaning companies as well as

strategic acquisitions.

Freightways Limited and its subsidiariesAnnual Report 2019

19

HELPING OUR
PEOPLE TO CONTINUE

TO MOVE FORWARD

We pride ourselves on being fair. Making sure our people

feel included and engaged has been a real focus this year,

along with introducing a new pricing initiative that enables

our couriers to reap the rewards of working with us.

Our first ever Diversity and

Inclusion survey

The variety of people who work for

us – with their many different skills,

beliefs, diverse backgrounds and

ways of thinking – has been key to

our businesses’ past success and

offer huge potential for the future.

We recognise that encouraging a

diverse team and inclusive workplace

has very real benefits for our people,

our customers and our business.

Diversity for us is about ensuring that

everyone feels valued and included

regardless of gender, ethnicity,

sexuality, (dis)ability, religion or any

other difference. A workplace that

welcomes, acknowledges and values

diversity in its people benefits because

valued teams build productivity,

diverse workplaces better reflect

today’s society, diversity of thought is

valuable and because the people who

work in such workplaces are more

likely to be caring and loyal.

2700+ of our people chose to take part

across Australia and New Zealand,

more than 20% of them contractors.

Two highlights to emerge from this

survey is that we are age-diverse

(43% being millennials or generation z)

and multi-cultural (11.3% of our team

speak other languages).

People

Among the findings:

60%

48%

71%

OF EMPLOYEES BELIEVE AGE IS

NO BARRIER TO OPPORTUNITY

HAVE BEEN WITH US

LESS THAN 5 YEARS

43%

HAVE A TERTIARY OR

TECHNICAL QUALIFICATION

ARE OF NON-EUROPEAN

ETHNICITY

In terms of our gender balance:

MALE

FEMALE

GENDER DIVERSE

59.6%

35.9%

0.6%

3.9%

PREFERRED NOT TO SAY

The results also highlighted we have

some work to do. So over the next year,

we will focus on:

1. Working to have transparent career and

business pathways – so everyone who wants

to develop either their career or their business

(contractors) knows how to go about it (SDG

8 – decent work and economic growth); and

2. Building awareness and tools

around positive wellbeing and mental

health - our people are our strength,

and their physical and mental health

is vital. (SDG 3 – good health and

well-being).

Freightways Limited and its subsidiariesAnnual Report 2019

20

Pricing for effort
The continued growth of Business to

Consumer (B2C) deliveries has been a key

growth factor to the courier industry, with

higher overall volumes, as e-commerce

continues to develop worldwide, and

growth levels more than double the

standard Business to Business (B2B)

volume growth.

However, with that growth has come

unintended consequences. Standard

B2B rating models and courier payment

levels were not in line with the changing

market. The high productivity model

associated with very dense pickup and

delivery areas when delivering business

to business does not apply for

deliveries to consumers.

This meant contractors delivering into

residential areas saw dramatically lower

productivity in terms of the number of

deliveries they could complete to one

drop point, coupled with a reduction in

the number of deliveries that could

be completed per hour.

This led to a cap on courier incomes which

did not meet the business aspirations of

the independent contractors.

In July 2019 Freightways introduced our

Pricing for effort (PFE) initiative which

enables us to charge customers and

pay the contractors appropriately for the

time and effort required to complete B2C

deliveries. Our overarching objective is to

ensure contractor incomes flourish and

that being a courier continues to be a

viable path for the small business owners

who are our independent contractors.

With this change Freightways are leading

the market in ensuring the viability of the

independent contractor model. This model

has been successfully in place for over 50

years in the New Zealand marketplace.

We want it to continue to succeed for

many more years to come.

There’s more on this in the Materiality

section of this report.

Freightways Limited and its subsidiariesAnnual Report 2019

21

SEEKING OUT
WHAT’S IMPORTANT

We continue to incorporate non-financial criteria

into our decision-making and public reporting to

meet growing demand by stakeholders for broader

information about our activities. Last year we

conducted an assessment to determine the issues

most material to our business and reporting.

The UN Sustainable Development Goals (SDGs) aim

to end all forms of poverty, fight inequalities and

tackle climate change through to 2030. Freightways’

businesses focus on five of the 17 SDGs and actively

look for ways to incorporate these.

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

M

a

t

e

r

i

a

l

i

t

y


c

u

r

v

e

Our Sustainable Development Goals

Freightways Limited and its subsidiariesAnnual Report 2019

22

Good health and well-being
Moving together

In July 2016 Post Haste, Castle Parcels

and NOW Couriers introduced a website-

based wellness program that gave team

members the ability to share their success

stories, and view information on being

healthy and getting active as well as

information and help when times are tough.

The Movement was born.

MSL joined in January 2019 and TIMG,

DX Mail and FIS in March and April. More

of our brands will come on board over the

next 12 months. All staff and contractors

are welcome to join.

The Movement platform enables us to

run nationwide or brand campaigns;

from a pedometer challenge to activate

teams, to a nutrition challenge to get our

teams thinking about how they fuel their

bodies. From participating in Mental Health

awareness week to working to raise money

and awareness for Breast Cancer. The site

offers everything from Mental Health advice

lines to discounts on eye examinations.

What began as a website is now an

environment to help keep our people

healthier – socially, physically, mentally

and spiritually.

Keep on trucking – safely

Parceline have been trialling a truck

simulator to enhance the safety of our

contractors and other road users. We’ve

been introducing the simulator to our

contractors so they and their drivers

can use it for driver training purposes.

We sourced the machine through

Autosense, who provided Parceline with

the Guardian Seeing Machines – the state-

of-the art fatigue detection technology that

literally keeps an eye on the drivers whilst

they work, recording their eye movement

and looking for signs of fatigue. Both the

simulator and eye detection technology

have been welcomed by our contractors.

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

Freightways Limited and its subsidiariesAnnual Report 2019

23

Decent work and
economic growth

Opening a career gateway for

young people

This year we partnered with On Demand

Training, who specialise in transport

and logistics training, to be part of

their Transport and Logistics Gateway

Programme. The programme provides

senior secondary school students with

industry learning and experience so that

they gain a sense of the career

possibilities open to them.

The students are 17 and 18 years old and

come into our business having recently

completed qualifications in Workplace

Health and Safety and Manual Handling

and Hearing Conservation, and gained their

OSH Forklift Licence. They are buddied

up within the different businesses and

rotate through a variety of tasks, from

building freight containers, mail franking or

working in the freight office to call centre,

dispatching or riding along with a courier.

Feedback from the students has been

positive, with all saying they are grateful for

the experience and several students from

the first programme gaining temporary

employment with us over the busy 2018

Christmas period.

The Transport and Logistics Gateway

Programme is a wonderful way to help

foster a decent work environment. Not only

does this programme allow the students to

experience how our business works and

the variety of roles and pathways available

in the transport and logistic industry, it also

gives them an insight into life after school.

Growing the income of our contractors

A key focus for our courier businesses

this year has been ‘Pricing for Effort’,

with a specific emphasis on ensuring our

business and our contractor’s businesses

are appropriately remunerated for

residential delivery work. The key

attributes of this project are;

• Building run density and efficiency –

which we are managing in collaboration

with our sister brands and the use of

new technologies (operational and

customer/receiver facing).

• Appropriate charging mechanisms –

recognising the effort required (by the

business and the contractor) to effect

significantly higher percentages of first-

time delivery to residential zones.

With the increasing impact of e-commerce

and the associated volumes of residential

deliveries, productivity improvements

will result in more deliveries per hour

in residential zones. Pairing increased

productivity with higher contractor

payments will significantly grow our

contractors’ incomes. This initiative

will specifically impact lower earning

courier runs.

The goal is for denser and more profitable

runs for our contractors and better service

to our residential receivers. We are aiming

to also increase transparency of career

pathways – allowing staff to migrate

into contractor roles and contractors

to be more aware of employee role

opportunities. There is now better visibility

of opportunities nationwide – a key area

identified through this year’s Diversity &

Inclusion Survey.

In the mid-term, addressing remuneration

levels and working hours should directly

contribute to an increased desirability

of contracting for Freightways’ courier

brands. It should also increase contractor

retention – maintaining institutional

knowledge and increasing customer

satisfaction levels. Focus on these areas

will directly feed into higher NPS scores

(higher customer and receiver satisfaction).

Our first ever Diversity and

Inclusion survey

In late 2018 we embarked on our first

anonymous Diversity and Inclusion Survey

to further understand our 4000+ staff

and contractors spread throughout

New Zealand and Australia. Knowing

more about our team helps us to make

better decisions for the future and improve

the business we work in. See the People

section in this report for more details on

what we discovered.

Our Sustainable Development Goals

Freightways Limited and its subsidiariesAnnual Report 2019

24

Climate action
Implementing EVs into the

Countdown delivery fleet

Freightways’ subsidary (Messenger

Services) and one of their existing

customers (Woolworths New Zealand)

are jointly investigating opportunities

to implement electric vehicles into the

Countdown delivery fleet.

The government operate a subsidised

programme to offset the upfront costs

of contracting an electric vehicle.

Woolworths have completed this,

resulting in a 50% subsidy.

Two Auckland store locations, Glenfield

and Ponsonby, have been identified as

suitable for the initial electric vehicles

because the delivery areas there are flat

and there are suitable docking set ups

for battery charging.

The immediate benefits of choosing

electric vehicles include a reduction in air

pollution and greenhouse gas emissions.

The cost to refuel an electric vehicle is also

a fraction of the cost of petrol meaning that

electric vehicles realise a lower total cost

of ownership to the contractor over the

lifetime of the vehicle.

Reducing GHG emissions at Post

Haste Group

Post Haste Group is proactively reviewing

how it can reduce GHG emissions by

introducing efficiencies in its delivery

operation. A key strategy to achieve this

is refocusing our run structures within

the company but across the wider

Freightways Group.

Such an approach will help us reduce

the number of vehicles on the road while

maintaining the operational performance

our customers expect. (See the Smart

Logistics story to the right for more

details on how we plan to do this).

35 vehicles have been eliminated

from the fleet so far (down from 355 in

April 2018 to 325) following reviews in

Auckland, Wellington and Christchurch.

Plans are already underway to look at

reducing GHG emissions in Hamilton

East, Blenheim, Central Otago

and Timaru.

Collaboration of run areas is now likely

to take priority over the next 12 months,

which should mean:

• New Zealand Couriers are likely to

reduce a few runs;

• Contractors will have smaller, more

condensed areas to cover;

• Post Haste contractors will start

delivering for all the Freightways

brands in selected areas;

• Vehicle age limits will be upgraded to

require newer, more fuel-efficient

vehicles on the road; and

• We will start operating parts of the fleet

at less congested times of the day in

order to achieve a higher success rate of

residential delivery e.g. 6pm – 8.30pm.

Smart Logistics

The courier industry continues to evolve,

with significant growth in home deliveries

coupled with greater awareness of the

environmental impacts of transport.

To help address both these issues,

Freightways are embarking on several

initiatives around route optimisation.

Our goal is to do more work with fewer

resources, improved service performance

and in fewer kilometres. This has become a

priority as the continued growth of Business

to Consumer deliveries (B2C) has impacted

our business through lower delivery run

densities, greater driving distances and

the need to meet ever changing service

expectations of both our customer and

their customers.

We have now started using Artificial

Intelligence (AI) to review our overall service

performance across these issues. Strategic

route planning requires continuous

optimisation for maximum results and using

AI to best effect will drive this opportunity.

We envisage that as we work through this

project we will meet all our objectives while

continuing to develop a range of delivery

initiatives to our customers.

Freightways Limited and its subsidiariesAnnual Report 2019

25

Industry, innovation and
infrastructure

Exploring new horizons

Over the past 30 years, TIMG has built a

successful portfolio through the steady

introduction of complementary new

services. Starting as a secure records

storage business, the addition of data

tape storage, document destruction,

e-waste services, and more recently

a variety of digital services, has seen

TIMG consistently build upon its core,

folding in new horizons of growth.

With this winning formula producing

sustained growth, TIMG has invested

in further development of its portfolio

model, in response to customer demand

in the information management market.

This investment has led to the creation

of the TIMG Horizon 3 Team. Their role

is to ensure that whilst the business

continues to execute growth across its

core services, a dedicated function is

positioned to accelerate the search for

the next wave of new services.

Adopting a variety of tools

and frameworks often used in

entrepreneurial and start-up

environments, the team has developed

a repeatable process unique to TIMG

to take ideas from concept through

to scalable business opportunity.

Examples include Jobs to be Done,

lean start-up, design thinking, and the

business model canvas. Like any good

agile-minded team, the tools and skills

used are in continuous review, and

through structured experimentation,

the team navigates uncertainty

through rapid testing and learning. It

is an exciting time for this Freightways

business - TIMG’s repeatable process

for innovation is working to enhance a

successful winning formula.

Our Sustainable Development Goals

Freightways Limited and its subsidiariesAnnual Report 2019

26

Peace, justice and strong
institutions

Robust governance

Freightways is committed to the highest

standard of corporate governance

and ethical behaviour, both in form

and substance, amongst its Directors

and the people of the Company and

its subsidiaries. The Board considers

that the Group has followed all the

recommendations outlined in the NZX

Corporate Governance Code. You will

find an overview of the Group’s main

corporate governance policies, practices

and processes adopted or followed by the

Board Of Directors on pages 95 to 97.

Shred-X secures its future

With its national logistics network and

ability to securely collect, track and

process sensitive, harmful and

recyclable waste, Shred-X is a unique

service provider, with no single direct

competitor offering the same range

and scale of services. Over the past 5

years, Shred-X has been working with

existing customers and new prospects

who require secure collection, destruction

and disposal of an array of products.

These include textiles, uniforms, high-end

garments and accessories, seized goods,

tobacco and associated products,

recalled items and liquids.

Positively contributing to a cleaner and

more sustainable world lies at the heart

of Shred-X. The business continues to

seek innovative solutions for processing a

broad range of products and textiles and

for ensuring their sustainable disposal. As

an industry leader recovering recyclable

paper, diverting almost 40,000 tonnes of

paper to recycling per annum, Shred-X

has pursued disposal and recycling

options for products and textiles that

will increase landfill diversion. This

has resulted in Shred-X exploring

partnership opportunities with textile

and fibre recycling and repurposing,

plastic product developers and waste

to energy processors. Additionally,

Shred-X is providing collaborative

solutions for the Quick Service

Restaurant (QSR) industry, working

towards Australia’s commitment to

eliminate food packaging going to

landfill by 2025.

Shred-X has applied these same

foundational goals of sustainability

and innovation to the medical waste

industry through its Med-X Healthcare

Solutions brand, partnering with

major waste companies and offering

new innovative solutions to replace

single use containers and further

reduce landfill.

Freightways Limited and its subsidiariesAnnual Report 2019

27

Matt started with
us through our

cadet programme.

Now he’s one of

our new generation

of business

development

managers.

MY LEARNINGS

In his first year in sales, Matt finished the

year at 173.9% of his budget, becoming

the top performing new business rep in

the Post Haste Group. He took up his

current role in July 2018.

Matt says the cadetship programme

gave him a strong overview of customer

services, operations and sales. As a result,

he has a very clear understanding of what

he’s good at and what he is still learning.

Customers appreciate that transparency,

he says.

“I really enjoy creating positive

relationships and partnerships with our

customers. Every day is different just

because of the sheer variety of industries

that we partner with and work alongside.”

Support from mentors and managers

across the business has played a crucial

role in helping him be a true consultant to

the people he works with.

Matt’s long-term goal is to be a Manager

in the business and as part of that he

has enrolled in the Freightways LEAD

programme. “The programme focuses

on developing and expanding leadership

skill-sets and encouraging innovative

thinking. I feel very lucky to be part

of this course. I think it will help me

develop the skills I need to be a future

thinker in this business.”

2014

Joined Freightways

as a cadet

2016

Achieved 174% of

budget in his first year

2019

Qualified for the

Freightways LEAD

programme

2018

Took up current role

with DX Mail

SO MANY

JOURNEYS

Matt Randrup

National Business

Development Manager

DX Mail, Auckland

Freightways Limited and its subsidiariesAnnual Report 2019

28

Matt Randrup
“ THERE’S PLENTY OF

POTENTIAL FOR US TO

INNOVATE IN A CHANGING

POSTAL MARKET.”

Freightways Limited and its subsidiariesAnnual Report 2019

29

Tineke Mann
“ AS PHYSICAL STORAGE AND

SERVICES CHANGE, DIGITAL

SERVICES ARE BECOMING

A FASTER GROWING PART

OF OUR BUSINESS.”

Freightways Limited and its subsidiariesAnnual Report 2019

30

Tineke Mann
MY DAY

Tineke joined us

as a junior sales

person. She is

now managing our

eBusiness and is a

valued member of

the executive team.

“Every day is a new challenge,” says

Tineke. “My time is spent leading my

team so that we are able to strategically

plan how we roll out new solutions for

our clients whilst ensuring we stay at

the forefront of the digital offerings.”

The eBusiness portfolio itself is diverse

and Tineke says she sees her role as

assisting clients in adapting and using

technology to transform their business,

now and for the future.

Since joining TIMG in 2003, Tineke

says she has never encountered a

problem that can’t be solved. Her job

is to ensure that each project receives

the right team, right energy and the

right technology to deliver what’s

needed. When you get that right, she

says, clients receive sound advice

coupled with cost-effective, value-

driven, customised strategies

to progress their business.

The companies that TIMG work with

are constantly changing their data

management requirements. “My

ultimate reward is leading my team and

seeing my clients embrace modern

technology and ingenious solutions.

With our help, many have achieved

immense productivity, growth and

financial rewards.”

As for the future, Tineke believes

“eBusiness will change dramatically

over the next few years...I look forward

to the chapters that lie ahead.”

2003

Joins TIMG as Sales

Consultant, Victoria

2006

Becomes TIMG,

State Sales Manager,

Queensland

2009

Appointed TIMG

Assistant State

Manager, Victoria

2019

Becomes TIMG

eBusiness Manager,

Sydney

SO MANY

JOURNEYS

eBusiness Manager

TIMG, Sydney

Freightways Limited and its subsidiariesAnnual Report 2019

31

BRINGING SUPPORT
TO COMMUNITIES

Every day we’re out in communities

big and small in New Zealand and

Australia. Sponsorship, involvement and

volunteering is part of showing those

communities that we value them. We

work with a variety of groups, supporting

them in the great work they do.

Child Cancer Foundation support

New Zealand Couriers is proud of its

long-standing relationship with Child

Cancer Foundation. In addition to being

a Support Partner, and providing a variety

of free courier services to support events

such as street appeals and Appeal

Month in March, our staff, contractors

and customers are very active in

supporting Wig Wednesday (including

New Zealand Couriers’ General Manager

Devon Buckingham, who is a Business

Ambassador for the event), and the

business is a Platinum Sponsor for the

Champions Luncheon fundraising. At a

branch level our teams take a very

active part in fundraising during the

March Appeal.

To learn more about the Child

Cancer Foundation please visit:

www.childcancer.org.nz

Partnering with the Clontarf Foundation

TIMG Australia recognises the outstanding

work that the Clontarf Foundation does.

The Foundation helps improve the

education, discipline, self-esteem, life

skills and employment prospects of young

Aboriginal and Torres Strait Islander men.

Our decision to partner with Clontarf

Foundation in July 2019 stems from our

belief in the the importance of diversity

and inclusion and the success diversity

brings to our workforce. Along with seeking

guidance and consultation with indigenous

recruitment agencies like AES (Aboriginal

Employment Strategy Ltd.), we will work

with Clontarf Foundation to develop a

robust indigenous participation plan to

be implemented throughout TIMG

Australia’s organisation.

TIMG will actively seek out potential

candidates for the mentorship

programme with a view to encourage

people of Aboriginal and Torres Strait

Islander descent to apply for positions

through our placement programme.

To learn more about Contarf Foundation

please visit: www.clontarf.org.au

Community

KidsCan Shoes for Kids

In association with Rotary of St Johns,

we sponsored an annual Charity Golf Day

to help raise funds for charity. St Johns

approached us about KidsCan receiving

the funds raised in 2019. These initial

discussions in turn led to us connecting with

KidsCan to investigate further partnership

possibilities beyond the one off golf day.

We quickly discovered we shared similar

philosophies around caring for and

supporting whānau in our communities

that may need help. 290,000 Kiwi kids live

in hardship through no fault of their own.

KidsCan helps Kiwi kids become more

engaged in their education so they can

have a better chance of reaching their

full potential by providing food at school,

raincoats, shoes and socks, and basic

health items.

As the lead partner for the KidsCan Shoes

for Kids programme, we’re proud to partner

with KidsCan to directly fund a specific

programme. Our partnership not only

allows for our team members to participate

in handing out the shoes to the kids at

school but also a range of volunteering

opportunities including skill sharing,

breakfast clubs, warehouse packing

and school working bees.

To learn more about KidsCan please visit:

www.kidscan.co.nz

Freightways Limited and its subsidiariesAnnual Report 2019

32

Key community initiatives
Kidsline (part of Lifeline)

Keep New Zealand Beautiful

The Hearing House

Beanies for Babies

Auckland Rescue Helicopter Trust

Cancer Society

Auckland Kidney Society

McGrath Foundation

Clontarf Foundation

Child Cancer Foundation

KidsCan Shoes for Kids

Duffy Books in Schools

New Zealand Breast Cancer Foundation

Rotary of St Johns

Freightways Limited and its subsidiariesAnnual Report 2019

33

OUR BOARD
Our board

Mark Verbiest

Chairman

LLB, CF Inst D

Mark Rushworth

BE (Hons), MEM

Kim Ellis

BE (Hons), BCA (Hons)

Peter Kean

PMD Harvard

Andrea Staines OAM

BEcon, MBA (Michigan), AICD Fellow

Abby Foote

LLB (Hons), BCA, CF Inst D, INFINZ (Cert)

Freightways Limited and its subsidiariesAnnual Report 2019

34

Leading us forward
OUR LEADERSHIP TEAM

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

Freightways Limited and its subsidiariesAnnual Report 2019

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 2019 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:

Mark Verbiest LLB, CF Inst D.

Mark was appointed a Director in February 2010 and Chairman in

October 2018. 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 is

currently a director of ANZ Bank New Zealand Limited, Meridian

Energy Limited and Chairman of PE Fund Willis Bond Capital

Partners Limited and Mycare Limited, a privately held early stage

digital company. Mark is also currently Chairman of ANZ

subsidiary, UDC Finance Limited, but is due to retire from this

position on 30 September 2019. Mark is also a member of the

Advisory Board of The Treasury.

Kim Ellis BE (Hons), BCA (Hons)

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, CF Inst D, 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 the Chair of Z Energy Limited and a director of TVNZ

and Sanford Limited.

Peter Kean PMD Harvard

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, where

among other things he had executive accountability for the fixed

line business and as Director of Marketing. Mark previously served

as chief executive of Pacific Fibre, ihug and financial services

company, Paymark Limited. Mark is currently Chief Executive

Officer of private equity owned UP Education and a director of

a number of private companies.

Andrea Staines OAM, BEcon, MBA (Michigan), AICD Fellow

Andrea was appointed a Director in August 2018. Based in

Australia, she has 12 years’ governance experience with an

undergraduate degree in Economics, and a MBA focused on

financial analysis and strategy. Andrea’s executive experience

was mostly in airlines, including American Airlines in Dallas, and

Qantas Group in Sydney. During her last five years at Qantas, she

co-launched international subsidiary, Australian Airlines (mark II), as

Chief Commercial Officer, becoming CEO soon after launch. Earlier

roles at Qantas included running Global Revenue Management.

Andrea has chaired multiple Board Committees, including Audit &

Risk, Remuneration & Nomination, and temporary Committees with

a business unit or project focus. Andrea is currently a director of

SeaLink Travel (Australia), UnitingCare Qld and NDIA (the Australian

National Disability Insurance Scheme Agency).

The Board has determined for the purposes of the NZX Listing

Rules that, as at 30 June 2019, Mark Verbiest, Kim Ellis, Abby

Foote, Peter Kean, Mark Rushworth and Andrea Staines are

independent Directors.

Freightways Limited and its subsidiariesAnnual Report 2019

36

Directors’ report
Board Skill Matrix

Deep Expertise (NED)

Mark

Verbiest

Kim EllisAbby FooteMark

Rushworth

Andrea

Staines

Peter Kean

Governance

NZ Listed Market

Audit and Risk

Business Operations at Scale

International transport, logistics,

sector aligned expertise

Marketing/Brand/Sales

IT Platforms and Digital Innovation

Australian Market

Health & Safety

Entrepreneurial

2019

$000

2018

$000

Operating revenue615,692580,886

Operating profit before interest, income tax and amortisation of intangibles

99,13396,286

Amortisation of intangibles(2,071)(1,954)

Profit before interest and income tax

97,06294,332

Net interest and finance costs

(9,566)(9,666)

Profit before income tax

87,49684,666

Income tax(24,119)(22,505)

Profit for the year attributable to the shareholders63,37762,161

Consolidated result for the year

Directors holding office during the year were:

Parent:

Mark Verbiest (Chairman)

Kim Ellis

Abby Foote

Peter Kean

Mark Rushworth

Sue Sheldon (resigned 25 October 2018)

Andrea Staines (appointed 20 August 2018)

Subsidiaries:

Mark Troughear

Mark Royle

Our Board focuses on governance, strategy and the oversight of the performance of the different Freightways businesses and brands. Our

six Directors bring both proven experience in governance and a strong background in business to their decision making. Together, they

provide the wide-ranging skills needed to ensure the Board has the expertise to set and approve strategic direction, make senior management

appointments, monitor performance, manage risk and oversee our many stakeholder relationships. Our Board Skill Matrix sets out the skills of

each director against the range of expertise Freightways requires to succeed.

Freightways Limited and its subsidiariesAnnual Report 2019

37

Directors’ report
Directors’ report

Group

Fees (per annum)

Position

Note

2019

$

2018

$

Board of DirectorsChairman(1)160,000160,000

Member85,00085,000

Audit & Risk CommitteeChairman(2)15,00015,000

People & Remuneration CommitteeChairman(2)7,5007,500

Committee work pool (if required)55,40048,000

Total annual fee pool limit(3)662,900570,500

Notes:

(1) Inclusive of all fees

(2) Exclusive of Board member fee

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

Approved remuneration of directors (effective 1 November)

Remuneration received by directors

2019

$

2018

$

Directors of Freightways (Parent company)

Mark Verbiest (appointed Chairman 25 October 2018)140,00096,833

Kim Ellis92,50090,000

Abby Foote (appointed 1 June 2018)95,1396,944

Peter Kean85,00083,333

Mark Rushworth85,00083,333

Sue Sheldon (resigned 25 October 2018)50,753157,333

Andrea Staines (appointed 20 August 2018)77,735-

Total non-executive Directors626,127517,776

Dean Bracewell (Managing Director; resigned 31 December 2017)-850,399

Total Parent626,1271,368,175

Directors of Group subsidiaries only

Mark Troughear (CEO; appointed 1 January 2018)872,912341,564

Mark Royle (CFO)582,585636,771

1,455,497978,335

Total Group2,081,6242,346,510

Freightways Limited and its subsidiariesAnnual Report 2019

38

Directors’ report
Directors’ report

Remuneration of executive Directors includes the incentive payments made during the year ended 30 June 2019 in respect of the

two previous six-month performance periods (1 January to 30 June 2018 and 1 July to 31 December 2018). No amount is included

above in respect of incentive payments for the period 1 January to 30 June 2019, as these were paid in August 2019. 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 22 of the Financial Statements on page 79 of this report 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 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, payable on achievement of short-term financial objectives. They also

participate in the Freightways Senior Executive Performance Share Plan described in Note 22 of the Financial Statements by way of

an annual allocation of partly-paid shares equivalent to 32% and 25%, respectively of their 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 22. The Company’s Remuneration Policy can be found at

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

Remuneration of other officers

Fixed remuneration of other officers, not being directors, representing a range from 76% to 78% 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 22% 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 22. 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 https://www.freightways.co.nz/about/corporate-governance/.

Freightways Limited and its subsidiariesAnnual Report 2019

39

Group
2019

2018

$100,000 – $109,99945 50

$110,000 – $119,99946 34

$120,000 – $129,99929 30

$130,000 – $139,99929 10

$140,000 – $149,99910 18

$150,000 – $159,99918 18

$160,000 – $169,99913 12

$170,000 – $179,99910 9

$180,000 – $189,99912 10

$190,000 – $199,9997 3

$200,000 – $209,9996 7

$210,000 – $219,9994 7

$220,000 – $229,9994 5

$230,000 – $239,9998 2

$240,000 – $249,9992 2

$250,000 – $259,9992 1

$260,000 – $269,9993 2

$270,000 – $279,9991 2

$280,000 – $289,9991-

$290,000 – $299,99912

$300,000 – $309,99921

$310,000 – $319,99912

$320,000 – $329,99921

$340,000 – $349,9991-

$350,000 – $359,999-1

$360,000 – $369,999-1

$370,000 – $379,99931

$380,000 – $389,999-2

$400,000 – $409,999-2

$410,000 – $419,999-1

$440,000 – $449,9991-

$450,000 – $459,9991-

$550,000 – $559,999-1

$680,000 – $689,999-1

Directors’ report

Directors’ report

Remuneration of employees

The number of employees, not being directors of Group subsidiaries, within the Group receiving annual remuneration and benefits above

$100,000 are as indicated in the following table:

Freightways Limited and its subsidiariesAnnual Report 2019

40

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

Mark Verbiest-10,000-

Kim Ellis-50,000-

Abby Foote-14,000-

Peter Kean51,500--

Mark Rushworth-8,000-

Andrea Staines---

Mark Troughear399,1672,48631,442

Mark Royle-173,61733,283

Freightways Limited and its subsidiariesAnnual Report 2019

41

Directors’ report
Directors’ report

Number$

Note

Acquired

(Disposed)

Cost

(Sale)

Mark Troughear

Beneficial ownership in partly-paid shares acquired 26 September 2018(i)17,016170

Beneficial ownership in partly-paid shares disposed of 26 September 2018(ii)(132)(1)

Mark Royle

Beneficial ownership in partly-paid shares acquired 26 September 2018(i)7,74077

Beneficial ownership in partly-paid shares disposed of 26 September 2018(ii)(248)(2)

Notes:

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

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

Executive Performance Share Plan as the vesting hurdles were not met.

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 2019:

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 26th day of August 2019.

Mark Verbiest

Chairman

Abigail Foote

Director and Chair of the Audit & Risk Committee

Freightways Limited and its subsidiariesAnnual Report 2019

42

Contents
Highlights 06

Chairman and CEO’s report 10

The Freightways family 18

People 20

Materiality 22

Community 30

Our Board 32

Our leadership team 33

Directors’ report 34

Independent auditor’s report 40

Shareholder information 89

Corporate governance 91

Financial statements

Contents

44 Independent auditor’s report

49 Income statement

50 Statement of comprehensive income

51 Statement of changes in equity

52 Balance sheet

53 Statement of cash flows

54 Notes to the financial statements

93 Shareholder information

95 Corporate governance statement

98 Notes to the financial statements

99 Directory and company particulars

Freightways Limited and its subsidiariesAnnual Report 2019

43

Independent auditor’s report
Independent auditor’s report

To the shareholders of Freightways Limited



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

We have audited the financial statements which comprise:

 the balance sheet as at 30 June 2019;

 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 accompanying 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 2019, its financial performance and its cash flows for the year then ended in

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

and International Financial Reporting Standards (IFRS).

Basis for opinion

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

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

further described in the Auditor’s responsibilities for the audit of the financial statements section of

our report.

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

our opinion.

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

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

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

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

accordance with these requirements.

Our firm carries out other services for the Group in the areas of specified procedures over the poll for

the shareholder resolutions at the Annual General Meeting, Executive and Non-executive

remuneration benchmarking and other related assurance services. The provision of these other

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

Freightways Limited and its subsidiariesAnnual Report 2019

44

Independent auditor’s report
Independent auditor’s report

To the shareholders of Freightways Limited


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: $4.2 million, which represents 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 71% 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.

Freightways Limited and its subsidiariesAnnual Report 2019

45

Independent auditor’s report
Independent auditor’s report

To the shareholders of Freightways Limited


PwC

Key audit matter How our audit addressed the key audit matter

Impairment assessment of goodwill and

brands

As disclosed in note 14 of the financial

statements, the Group has goodwill at

30 June 2019 of $212.7 million and

brands valued at $113.9 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 14 of the

financial statements and include:


 Growth rates; and

 Terminal growth rates; and

 Discount rates.

As detailed in note 14, 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 2019 and the 2020 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.


Freightways Limited and its subsidiariesAnnual Report 2019

46

Independent auditor’s report
Independent auditor’s report

To the shareholders of Freightways Limited


PwC

Key audit matter How 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 2019

was $15.7 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 checked the methodology applied for the year

ended 30 June 2019 and satisfied ourselves that it

was appropriate, including any changes to the

approach from prior years.

 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 sales per the billing

system reports to check whether the sale of

prepaid tickets was recorded as an increase in

the liability. We have tested completeness of

the billing system reports through verifying the

sequential numbering of the order numbers in

the reports.

- 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.

We have no matters to report from the procedures we

have undertaken.



Freightways Limited and its subsidiariesAnnual Report 2019

47

Independent auditor’s report
Independent auditor’s report

To the shareholders of Freightways Limited


PwC

Information other than the financial statements and auditor’s report

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

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

of assurance conclusion on the other information.

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

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

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

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

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

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

not all other information was available to us at the date of our signing.

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

26 August 2019

Freightways Limited and its subsidiariesAnnual Report 2019

48

Group
Note

2019

$000

2018

$000

Operating revenue

2 & 3615,692580,886

Other income61,2522,572

Transport and logistics expenses(241,907)(229,812)

Employee benefits expenses(174,537)(159,161)

Occupancy expenses

(28,912)(26,385)

General and administration expenses(58,119)(57,798)

Other expenses6(1,252)(2,572)

Non-recurring items4 & 62,3542,556

Operating profit before interest, income tax, depreciation

and software amortisation, and amortisation of intangibles114,571110,286

Depreciation and software amortisation4(15,438)(14,000)

Operating profit before interest, income tax and amortisation

of intangibles99,13396,286

Amortisation of intangibles4(2,071)(1,954)

Profit before interest and income tax

97,06294,332

Net interest and finance costs4(9,566)(9,666)

Profit before income tax

87,49684,666

Income tax5(24,119)(22,505)

Profit for the year

63,37762,161

Profit for the year is attributable to:

Owners of the parent63,36762,161

Non-controlling interests10-

63,37762,161

Earnings per share25

Basic earnings per share (cents)40.8 40.1

Diluted earnings per share (cents)40.740.0

NB: All revenue and earnings are from continuing operations.

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

Financial statements

Income Statement

For the year ended 30 June 2019

Freightways Limited and its subsidiariesAnnual Report 2019

49

Financial statements
Group

Note

2019

$000

2018

$000

Profit for the year (NPAT)63,37762,161

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Exchange differences on translation of foreign operations21(2,210)1,775

Cash flow hedges taken directly to equity, net of tax213282,261

Total other comprehensive income after income tax(1,882)4,036

Total comprehensive income for the year 61,49566,197

Total comprehensive income for the year is attributable to:

Owners of the parent61,48566,197

Non-controlling interests10-

61,49566,197

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

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 26th day of August 2019.

Mark Verbiest

Chairman

Abigail Foote

Director

Statement of Comprehensive Income

For the year ended 30 June 2019

Freightways Limited and its subsidiariesAnnual Report 2019

50

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

GroupContributed

equity


$000

Retained

earnings


$000

Cash flow

hedge

reserve

$000

Foreign

currency

translation

reserve


$000

Non-

controlling

interests



$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

--- 1,775-1,775

Cash flow hedges taken directly to

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

Total Comprehensive Income-62,1612,2611,775-66,197

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

Shares issued830----830

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

Profit for the year-63,367--1063,377

Exchange differences on translation

of foreign operations

---(2,210)-(2,210)

Cash flow hedges taken directly to

equity, net of tax--328--328

Total Comprehensive Income-63,367328(2,210)1061,495

Dividend payments-(47,002)---(47,002)

Acquisition of non-controlling interests----114114

Shares issued1,180----1,180

Balance at 30 June 2019126,440157,226(3,901)(5,879)124274,010

Statement of Changes in Equity

For the year ended 30 June 2019

Freightways Limited and its subsidiariesAnnual Report 2019

51

Financial statements
Group

Note

2019

$000

2018

$000

Current assets

Cash and cash equivalents815,9867,410

Trade and other receivables987,80582,150

Inventories105,0094,804

Total current assets108,80094,364

Non-current assets

Trade receivables and other non-current assets9

3,9844,803

Property, plant and equipment13

106,710103,102

Intangible assets14

365,152358,419

Total non-current assets475,846466,324

Total assets584,646560,688

Current liabilities

Trade and other payables16

68,96766,887

Finance lease liabilities

127126

Income tax payable6,4295,525

Provisions18860710

Derivative financial instruments11880451

Contract liability1915,66415,864

Total current liabilities92,92789,563

Non-current liabilities

Trade and other payables16

3,1373,446

Borrowings (secured)20

167,394161,800

Deferred tax liability1537,76237,506

Provisions184,7504,465

Finance lease liabilities129286

Derivative financial instruments11

4,5375,399

Total non-current liabilities217,709212,902

Total liabilities310,636302,465

Net assets274,010258,223

Equity

Contributed equity

126,440125,260

Retained earnings

157,226140,861

Cash flow hedge reserve11

(3,901)(4,229)

Foreign currency translation reserve

(5,879)(3,669)

21

273,886258,223

Non-controlling interests

124-

Total equity

274,010258,223

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

Balance Sheet

For the year ended 30 June 2019

Freightways Limited and its subsidiariesAnnual Report 2019

52

Financial statements
Group

Note

2019

$000

Inflows

(Outflows)

2018

$000

Inflows

(Outflows)

Cash flows from operating activities

Receipts from customers609,744575,864

Payments to suppliers and employees(501,203)(471,175)

Cash generated from operations108,541104,689

Interest received137182

Interest and other costs of finance paid(9,379)(9,710)

Income taxes paid(23,292)(19,451)

Net cash inflows from operating activities

23

76,00775,710

Cash flows from investing activities

Payments for property, plant and equipment(16,844)(14,062)

Payments for software (6,429)(4,343)

Proceeds from disposal of property, plant and equipment2,4501,160

Payments for businesses acquired (net of cash acquired) 30(11,111)(7,865)

Receipts from joint venture2,478464

Cash flows from other investing activities

(470)(218)

Net cash outflows from investing activities(29,926)(24,864)

Cash flows from financing activities

Dividends paid(47,002)(45,372)

Increase (decrease) in bank borrowings9,512(7,521)

Proceeds from issue of ordinary shares 748704

Finance lease liabilities repaid(91)(114)

Net cash outflows from financing activities(36,833)(52,303)

Net increase (decrease) in cash and cash equivalents

9,248(1,457)

Cash and cash equivalents at beginning of year7,4108,423

Exchange rate adjustments

(672)444

Cash and cash equivalents at end of year

8

15,9867,410

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 2019

Freightways Limited and its subsidiariesAnnual Report 2019

53

Financial statements
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 not 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).

The consolidated financial statements have been prepared on a

historical cost basis, except for derivative financial instruments

and acquisition earn-out payables, which have been measured

at fair value.

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 14.

(ii) Accounting for contract liability

A contract liability is recorded in the balance sheet reflecting

the future service obligation for courier and postal 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 reviews the historical usage patterns to ensure an

adequate contract liability 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 judgement 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 30.

(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.


Notes to the financial statements

For the year ended 30 June 2019

Freightways Limited and its subsidiariesAnnual Report 2019

54

Financial statements
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 Group recognises any non-controlling

interest in an acquired entity on an acquisition-by-acquisition

basis either at fair value or as the non-controlling interest’s

proportionate share of the acquired entity’s net identifiable assets.

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 IFRS 9 in the income statement. 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); and

– 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.

Notes to the financial statements

For the year ended 30 June 2019

Freightways Limited and its subsidiariesAnnual Report 2019

55

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

(d) Revenue recognition

The majority of contracts the Group entered into with its customers

contain multiple performance obligations. The transaction price is

allocated to each performance obligation based on the stand-alone

selling prices. As the stand-alone selling prices of all goods and

services provided are observable and there is no implicit discount

offered, transaction prices allocated to individual performance

obligations usually match with respective stand-alone selling prices.

(i) Express package & business mail – courier and

postal services

The Group operates network (hub & spoke) courier, point-to-point

courier and postal services. Revenue from courier and postal

services is recognised over time in the reporting period in which

the service is provided. Revenue from sale of postal products

is recognised at the point the sale occurs. Income invoiced and

received in advance of a service being provided is recorded in the

balance sheet as ‘Contract Liability’. This income is brought to

account in the year in which the service is provided.

(ii) Information management – storage and destruction revenue

The Group provides archive management services for

documents and computer media, including storage, retrieval

and destruction services. The Group also provides secure

handling, treatment and disposal of clinical waste and related

services. Revenue from these services is recognised over time

in the reporting period in which the service is provided. Revenue

from sale of archive boxes, computer media and products

generated from destruction activities is recognised when control

of the products has transferred, being when the products are

delivered to the customer.

(iii) Information management – digital services

The Group provides digital information management services,

including imaging and document capture (scanning), data

extraction, customised digital workflow solutions and application

(app) development, under fixed-price and variable-price

contracts. Revenue from providing these digital information

management services is recognised in the period in which the

services are rendered. For fixed-price contracts, revenue is

recognised based on the actual service provided to the end of

the reporting period as a proportion of the total service to be

provided, because the service does not create an asset with an

alternative use to the Group and the Group has an enforceable

right to payment for performance completed. This revenue is

determined based on the efforts expended relative to the total

expected effort.

Estimates of revenues, costs or extent of progress towards

completion are revised if circumstances change. Any resulting

increases or decreases in estimated revenues or costs are

reflected in the income statement in the period in which the

circumstances that give rise to the revision become known by

management.

In the case of fixed-price contracts, the customer pays the

fixed amount based on a payment schedule. If the services

rendered by the Group exceed the payment, a contract asset

is recognised. If the payments exceed the services rendered, a

contract liability is recognised.

If the contract includes an hourly fee, revenue is recognised in

the amount to which the Group has a right to invoice.

(iv) Financing components

The Group does not expect to have any contracts where the period

between the transfer of the promised goods or services to the

customer and payment by the customer exceeds one year. As a

consequence, the Group does not adjust any of the transaction

prices for the time value of money.

(v) 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.

(vi) Dividend income

Dividend income from investments is recognised when the

shareholder’s right to receive payment is established.

(e) Impairment of non-financial assets

In respect of this policy, 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 of disposal, 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

(i) Classification

The Group classifies its financial assets in the following

measurement categories:

– those to be measured subsequently at fair value either

through other comprehensive income or through the income

statement; and

– those to be measured at amortised cost.

The classification depends on the Group’s business model for

managing the financial assets and the contractual terms of the

cash flows. For assets measured at fair value, gains and losses will

either be recorded in the income statement or other comprehensive

income.

(ii) Recognition and derecognition

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.

(iii) Measurement

At initial recognition, the Group measures a financial asset at its

fair value plus, in the case of a financial asset not at fair value

through the income statement, transaction costs that are directly

attributable to the acquisition of the financial asset. Transaction

costs of financial assets carried at fair value through the income

statement are expensed in the income statement.

Freightways Limited and its subsidiariesAnnual Report 2019

56

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

(g) Derivative financial instruments

Derivative financial instruments, such as interest rate caps and collar

contracts and interest rate swaps, 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 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) 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.

(ii) Derivatives that do not qualify for hedge accounting

Changes in the fair value of derivative financial instruments that

do not qualify for hedge accounting or where hedge accounting

has not been adopted 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) are 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 approximate their 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.

Freightways Limited and its subsidiariesAnnual Report 2019

57

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

(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

Except as described below, the accounting policies and methods

of computation are consistent with those used in the year ended

30 June 2018.

The Group adopted the following new standards for which

application was mandatory for the first time in the financial year

beginning 1 July 2018 and they have had no material impact

on the classification, measurement and recognition of financial

instruments or revenue in the financial statements. Disclosures have

been expanded in accordance with the requirements of these new

standards:

– NZ IFRS 9: Financial Instruments addresses the classification,

measurement and recognition of financial assets and liabilities

and introduced new rules for hedge accounting and a new

impairment model for financial assets.

The Group transitioned to NZ IFRS 9 which allows any impact

on prior periods to be adjusted through opening equity.

However, there was no adjustment required from the Group

adopting NZ IFRS 9.

– NZ IFRS 15: Revenue for contracts with customers 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

replaced the previous 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.

The Group transitioned to NZ IFRS 15 using the modified

retrospective approach, which allows any impact on prior

periods to be adjusted through opening equity. However, there

was no adjustment required from the Group adopting NZ IFRS

15. The majority of revenue earned by the Group is derived from

performance obligations over time when the service has been

provided. There has been no change in revenue classification,

measurement or recognition from the adoption of the new

standard. An amended revenue recognition policy is disclosed in

Note 1(d) and revenue is disaggregated in Note 3.

Freightways Limited and its subsidiariesAnnual Report 2019

58

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

As at and for the year ended 30 June 2019

Express

Package &

Business

Mail

$000

Information

Management

$000

Corporate

$000

Inter-

segment

Elimination

$000

Consolidated

Operations

$000

Income statement

Sales to external customers

451,261164,429 2-615,692

Inter-segment sales

1,716 674,651 (6,434) -

Total revenue

452,977164,496 4,653 (6,434) 615,692

Operating profit (loss) before non-recurring items,

interest, income tax, depreciation and software

amortisation and amortisation of intangibles

80,015 35,347 (3,145) -112,217

Non-recurring items

-2,354--2,354

Operating profit (loss) before interest, income

tax, depreciation and software amortisation

and amortisation of intangibles

80,015 37,701(3,145) -114,571

Depreciation and software amortisation

(7,821) (6,082) (1,535) -(15,438)

Operating profit (loss) before interest, income

tax and amortisation of intangibles

72,19431,619 (4,680) -99,133

Amortisation of intangibles

(50)(2,021)--(2,071)

Profit (loss) before interest and income tax

72,14429,598(4,680)-97,062

Net interest and finance costs

(11)(30)(9,525)-(9,566)

Profit (loss) before income tax

72,13329,568(14,205)-87,496

Income tax

(19,967)(8,427)4,275-(24,119)

Profit (loss) for the year attributable to

the shareholders

52,16621,141 (9,930) -63,377

Balance sheet

Segment assets306,525236,09642,025-584,646

Segment liabilities63,54329,165217,928-310,636

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 (hub & spoke), 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.

Freightways Limited and its subsidiariesAnnual Report 2019

59

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

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 (loss) before non-recurring items,

interest, income tax, depreciation and software

amortisation and amortisation of intangibles

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

Non-recurring items

-2,556--2,556

Operating profit (loss) 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 (loss) before interest,

income tax and amortisation of intangibles

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

Amortisation of intangibles

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

Profit (loss) before interest and income tax

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

Net interest and finance costs

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

Profit (loss) before income tax

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

Income tax

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

Profit (loss) 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

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

For the year ended 30 June 2019, external revenue from customers in the Group’s New Zealand and Australian operations was $496.0

million and $119.7 million, respectively (2018: $472.6 million and $108.3 million, respectively). As at 30 June 2019, non-current assets

in respect of the New Zealand and Australian operations (excluding deferred tax assets and financial assets) were $310.6 million and

$161.2 million, respectively (2018: $306.2 million and $155.3 million, respectively).

Freightways Limited and its subsidiariesAnnual Report 2019

60

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Note 3. Revenue from contracts with customers

2019

Express

Package

$000

Postal

$000

Storage &

Handling

$000

Destruction

Activities


$000

Other



$000

Total

$000

Revenue from external customers397,22054,04162,56759,70742,157615,692

Timing of revenue recognition:

At a point in time

-3,480-20,0838,84832,411

Over time397,22050,56162,56739,62433,309583,281

397,22054,04162,56759,70742,157615,692

2018

Revenue from external customers376,60450,49262,13052,72138,939580,886

Timing of revenue recognition:

At a point in time

-3,468-18,9906,97429,432

Over time376,60447,02462,13033,73131,965551,454

376,60450,49262,13052,72138,939580,886

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines:

Freightways Limited and its subsidiariesAnnual Report 2019

61

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

Note

2019

$000

2018

$000

Income

Interest income81180

Operating expenses

Net loss (gain) on disposal of property, plant and equipment67(994)

Depreciation 1312,51611,778

Amortisation of intangible assets142,0711,954

Amortisation of software 142,922 2,222

Operating lease expenses27,70924,281

Auditors’ fees

Audit of annual financial statements and review

of interim financial statements 487402

Annual Shareholders Meeting – specified procedures88

Directors benchmarking fees2322

Data integrity audit-54

Costs of offering credit

Impairment loss (gain) on trade receivables(129)(26)

Interest and finance costs

Interest on bank borrowings9,6019,708

Interest on finance leases2424

Derivative fair value movement22(52)

Unwinding of discount on acquisition earn-out liability -166

Other

Net foreign exchange loss (gain)-3

Directors’ fees633518

Donations345347

Non-recurring (gain) loss*

Insurance proceeds for replacement racking(1,893)(2,994)

Impairment loss on damaged racking-1,978

Reversal of earn-out payables(461)(1,540)

* Non-recurring items for the years ended 30 June 2019 and 30 June 2018, 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; and

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

Note 4. Income and expenses

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

Freightways Limited and its subsidiariesAnnual Report 2019

62

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

2019

$000

2018

$000

Current tax

Current tax on profit for the year24,109 22,325

Deferred tax (Note 15)

Reversal of temporary differences10 180

Total deferred tax10 180

Income tax expense24,119 22,505

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 tax87,496 84,666

Income tax calculated at domestic tax rates applicable to the accounting

profits in the respective countries24,724 23,934

Tax-effect of amounts which are treated differently

when calculating taxable income:

· Additional amounts deductible (868)

(1,426)

· Other263(3)

Income tax expense24,119 22,505

The Group has no tax losses (2018: Nil) and no unrecognised temporary differences (2018: Nil).

Note 5. 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. No deferred tax liability is

recognised if it arises from initial recognition of goodwill from a business combination.

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 in other comprehensive income or directly in equity,

are also taken to other comprehensive income or directly to equity, respectively.

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.

Freightways Limited and its subsidiariesAnnual Report 2019

63

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

2019

$000

2018

$000

Imputation credits account

Imputation credits available for use in subsequent reporting periods33,34831,287

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 2019 which was declared subsequent to 30 June 2019 will reduce the

above-stated available balance of imputation credits by approximately $9.4 million.

2018Before tax

$000

Tax (charge) /credit

$000

After tax

$000

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)

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

2019Before tax

$000

Tax (charge) /credit

$000

After tax

$000

Exchange difference on translation of foreign operations(2,210)-(2,210)

Cash flow hedges taken directly to equity 456(128)328

Other comprehensive income(1,754)(128)(1,882)

Current tax-

Deferred tax (128)

(128)

Note 6. Non-recurring items, other income and other expenses

Included in non-recurring items is a non-recurring benefit before tax totalling $1.9 million (no tax applicable) in respect of the gain arising

during the year upon the progressive recording of the replacement of earthquake-related damaged racking funded by insurance proceeds.

A gain on the racking replacement arises because the overall insurance proceeds for new racking will exceed the written down book value

of the structurally-compromised racking written-off.

Included in other expenses is an amount of $1.3 million in additional costs of operations resulting from the above-mentioned earthquake,

which are also recoverable from insurance, and compensation of $1.3 million received from the Group’s insurers for these additional costs

of operations has been included in other income.

Freightways Limited and its subsidiariesAnnual Report 2019

64

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

2019

$000

2018

$000

Comprises

– Cash at bank

15,882 7,301

– Overnight deposits

104 109

Cash and cash equivalents in statement of cash flows

15,9867,410

Group

2019

$000

2018

$000

Recognised amounts

Fully imputed dividends declared and paid during the year:

Final dividend for 2018 at 15.25 cents per share (2017: 14.75 cents)23,69522,880

Interim dividend for 2019 at 15.0 cents per share (2018: 14.5 cents)

23,30722,492

47,00245,372

Unrecognised amounts

Final dividend for 2019 at 15.5 cents per share (2018: 15.25 cents)

24,10723,712

Subsequent to balance date the above unrecognised dividend was approved by a directors’ resolution dated 26 August 2019.

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

Note 8. 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 7. Dividends

Freightways Limited and its subsidiariesAnnual Report 2019

65

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

2019

$000

2018

$000

Current

Trade receivables73,31270,994

Provision for doubtful receivables(1,500)(1,629)

71,81269,365

Accrued revenue4,2982,984

Other debtors and prepayments

11,1719,465

Share plan loans receivable from employee524336

87,80582,150

Non-current

Share plan loans receivable from employees443198

Other non-current assets3,5414,605

3,9844,803

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. The Group applies a simplified approach in calculating expected credit losses, which uses a lifetime expected loss

allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit

risk characteristics and the days past due. For other receivables, 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

2019

$000

2018

$000

Opening balance1,6291,655

Provision for doubtful receivables(7)74

Receivables written off during the year as uncollectible(101)(117)

Exchange rate movement(21)17

Closing balance (Note 28.1(b))1,5001,629

Group

2019

$000

2018

$000

Finished goods2,0361,923

Ticket stocks, uniforms and consumables2,9732,881

5,0094,804

Note 10. 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 $11.8 million (2018: $11.7 million).

Note 9. 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.

Freightways Limited and its subsidiariesAnnual Report 2019

66

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

2019

$000

Asset (Liability)

2018

$000

Asset (Liability)

Current

Interest rate swaps – cash flow hedge

(668)(264)

Foreign currency options – cash flow hedge (206)(187)

Forward foreign exchange contracts – cash flow hedge(6)-

(880)(451)

Non-current

Interest rate swaps – cash flow hedge(5,015)(5,119)

Foreign currency options – cash flow hedge(165)(551)

Forward foreign exchange contracts – cash flow hedge643271

(4,537)(5,399)

The Group’s hedging reserves relate to the following hedging instruments:

Note 11. Derivative financial instruments

Cash flow hedge reserve

Intrinsic

value of

options


$000

Spot

component

of currency

forwards


$000

Interest

rate swaps


$000

Total hedge

reserve




$000

Balance at 1 July 2017(1,164)(254)(5,072)(6,490)

Change in fair value of hedging instrument

recognised in Other Comprehensive Income (OCI)

8976241,6193,140

Less: Deferred tax

(251)(175)(453)(879)

Balance at 30 June 2018(518)195(3,906)(4,229)

Change in fair value of hedging instrument

recognised in OCI

348366(258)456

Less: Deferred tax

(97)(103)72(128)

Balance at 30 June 2019(267)458(4,092)(3,901)

Freightways Limited and its subsidiariesAnnual Report 2019

67

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Effects of hedge accounting on the financial position and performance are:

NZDAUD

2019

$000

2018

$000

2019

$000

2018

$000

Interest rate swaps:

Notional amount53,00059,00046,50058,000

Maturity date

Sept. 2019

– Feb. 2024

Apr. 2019

– Feb. 2024

Jul. 2019

– Jul. 2023

Sept. 2018

– Jul. 2023

Hedge ratio1:11:11:11:1

Change in fair value of outstanding hedging instrument(46)713(212)906

Change in value of hedge item used to determine

hedge effectiveness

46(713)212(906)

Weighted average strike rate for the year4.7%5.0%4.0%4.3%

Foreign currency options:

Notional amount12,98518,968--

Maturity date

Jul. 2019

– May 2021

Jul. 2018

– May 2021

--

Hedge ratio1:11:1--

Change in fair value of outstanding hedging instrument348897--

Change in value of hedge item used to determine

hedge effectiveness

(348)(897)--

Weighted average strike rate for the year

USD0.67:

NZD1

USD0.67:

NZD1

--

Forward foreign exchange contracts:

Notional amount18,38110,582--

Maturity date

Jul. 2019

– Jun. 2024

Jul. 2019

– Jun. 2023

--

Hedge ratio1:11:1--

Change in fair value of outstanding hedging instrument366624--

Change in value of hedge item used to determine

hedge effectiveness

(366)(624)--

Weighted average strike rate for the year----

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

year (2018: income of $0.1 million).

Freightways Limited and its subsidiariesAnnual Report 2019

68

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Hedge effectiveness

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to

ensure that an economic relationship exists between the hedged item and the hedging instrument.

For hedges of foreign currency purchases, the Group enters into hedge relationships where the critical terms of the hedging instrument match

exactly with the terms of the hedged item. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances

affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the

Group uses the hypothetical derivative method to assess effectiveness.

In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast transaction changes from what was originally

estimated, or if there are changes in the credit risk of the Group or the derivative counterparty.

The Group enters into interest rate swaps that have similar critical terms as the hedged item, such as reference rate, reset dates, payment

dates, maturities and notional amount. The Group does not hedge 100% of its loans, therefore the hedged item is identified as a proportion

of the outstanding loans up to the notional amount of the swaps. As all critical terms matched during the year, the economic relationship was

100% effective.

Hedge ineffectiveness for interest rate swaps is assessed using the same principles as for hedges of foreign currency purchases.

It may occur due to:

– The credit or debit value adjustment on the interest rate swaps which is not matched by the loan; and

– Differences in critical terms between the interest rate swaps and loans.

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

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

Note 12. 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.

Freightways Limited and its subsidiariesAnnual Report 2019

69

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

Land

$000

Buildings

$000

Leasehold

Alterations

$000

Motor

Vehicles

$000

Equipment

$000

Total

$000

2019

Opening net book value

13,800 21,907 3,762 7,431 56,202 103,102

Additions-51,104 4,964 11,234 17,307

Acquisitions through business

combinations (Note 30)

---299380679

Depreciation expense-(1,605) (629) (1,516) (8,766) (12,516)

Disposals--(395)(91) (138) (624)

Exchange rate movement(55) (57) (69) (283) (774) (1,238)

Closing net book value13,745 20,250 3,773 10,80458,138106,710

As at end of year

Cost13,745 39,439 10,01921,478 125,346 210,027

Accumulated depreciation-(19,189) (6,246) (10,674) (67,208) (103,317)

Net book value13,74520,250 3,77310,80458,138 106,710

Note 13. 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 Shorter of the 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.

Freightways Limited and its subsidiariesAnnual Report 2019

70

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

The cost of equipment in respect of assets under construction for which depreciation has not commenced as at 30 June 2019 is $0.3

million (2018: $3 million).

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 28.1(d).

Note 14. 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 2019. This independent report assessed the fair market

value of the brand names as at 30 June 2019 to be between $360 million and $397 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 28.1(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 $4.3 million (2018: $2.9 million) for which amortisation has not commenced. Software under

development not yet available for use are tested annually for impairment.

Group

Land


$000

Buildings


$000

Leasehold

alterations

$000

Motor

vehicles

$000

Equipment


$000

Total


$000

2018

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---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

Freightways Limited and its subsidiariesAnnual Report 2019

71

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

Goodwill

$000

Brand

names

$000

Software

$000

Customer

relationships

$000

Other

$000

Total

$000

2019

Opening net book value

208,179 114,775 14,35918,086 3,020 358,419

Additions--6,429 -470 6,899

Acquisition through business

combinations (Note 30)8,426--1,722 -10,148

Amortisation expense

--(2,922) (1,887) (184) (4,993)

Exchange rate movement(3,868) (843) (69) (444) (97)(5,321)

Closing net book value212,737 113,932 17,79717,477 3,209 365,152

As at end of year

Cost231,399 113,932 33,83826,030 4,878 410,077

Accumulated amortisation(18,662)-(16,041) (8,553) (1,669) (44,925)

Net book value

212,737 113,932 17,79717,477 3,209 365,152

Group

Goodwill

$000

Brand

names

$000

Software

$000

Customer

relationships

$000

Other

$000

Total

$000

2018

Opening net book value

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

Additions--4,343 -218 4,561

Acquisition through business

combinations8,145--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

(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.

Freightways Limited and its subsidiariesAnnual Report 2019

72

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Goodwill Brand names

2019

$000

2018

$000

2019

$000

2018

$000

Messenger Services8,7668,7665,1005,100

New Zealand Couriers47,75247,75258,50058,500

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

Dataprint

4,1254,1251,3101,310

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)59,51055,36117,09517,805

Shred-X36,88136,4723,2323,365

Total Information Management113,968109,41024,72725,570

Total212,737208,179113,932114,775

(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 2020 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 4% (2018: 3%). A 1% (2018: 1%) growth rate and 1% (2018: 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 8% (2018: 9%)

is considered indicative of the growth in this segment since the Company’s expansion into Australia and a 3% (2018: 3%) growth rate and

2.5% (2018: 2.5%) terminal growth rate have been applied to the value-in-use calculation.

A pre-tax discount rate of 10% (2018: 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:

Freightways Limited and its subsidiariesAnnual Report 2019

73

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

Property,

plant and

equipment

$000

Employee

entitlements

$000

Accruals

and

provisions

$000

Derivative

financial

instruments

$000

Intangible

assets

$000

Total

$000

2019

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

Prior period adjustment(513)(162)39--(636)

Transfer to income statement(1)13786475625

Amounts relating to business

combinations (Note 30)-8626-(516) (404)

Adjustment for cash flow hedge reserve---(128)-(128)

Exchange rate movement(3) (86)(40)-416287

Balance at end of year(9,429)4,148 3,0501,516 (37,047)(37,762)

Group

Property,

plant and

equipment

$000

Employee

entitlements

$000

Accruals

and

provisions

$000

Derivative

financial

instruments

$000

Intangible

assets

$000

Total

$000

2018

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-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)

Note 15. Deferred tax 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:

Freightways Limited and its subsidiariesAnnual Report 2019

74

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

2019

$000

2018

$000

Within one year27,17827,163

After one year but not more than five years66,24871,425

After five years33,86737,710

127,293136,298

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

Group

2019

$000

2018

$000

Current

Trade creditors34,16837,074

Employee entitlements17,17415,995

Other creditors and accruals17,62512,729

Acquisition earn-out payables-1,089

68,96766,887

Non-current

Acquisition earn-out payables1,4642,024

Other non-current payables1,6731,422

3,1373,446

Note 17. 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 16. 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.

Acquisition earn-out payables have been measured at fair value. The amounts are unsecured.

Note 18. 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.

Freightways Limited and its subsidiariesAnnual Report 2019

75

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

Customer

claims

$000

Long service

leave

$000

Lease

obligations

$000

Total

$000

2019

Balance at beginning of year5522,7161,9075,175

Current year provision 72521198791

Amounts relating to business combinations-17487261

Expenses incurred

-(355) (96) (451)

Movement in exchange rate-(119) (47) (166)

Balance at end of year6242,9372,0495,610

Group

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

2019

$000

2018

$000

Analysis of total provisions

Current860710

Non-current4,750 4,465

Total5,6105,175

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.

Freightways Limited and its subsidiariesAnnual Report 2019

76

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

2019

$000

2018

$000

Non-current

Bank borrowings167,394

161,800

(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 2019, the

carrying amount of the assets pledged as security is $223 million (2018: $207 million).

(b) Finance facilities

The following finance facilities existed at the reporting date:

Facilities denominated in

New Zealand Dollars

Facilities denominated in

Australian Dollars

Group

2019

$000

2018

$000

2019

$000

2018

$000

Bank overdraft

Total bank overdraft facility available8,0008,000--

Amount of overdraft facility unused

8,0008,000-

-

Loan facilities

Total loan facilities available103,500103,500100,42397,000

Maturing 1 September 2019-37,000-35,000

Maturing 1 September 202026,00026,0002,00024,500

Maturing 1 September 202130,50030,50027,25027,500

Maturing 1 September 202237,000-21,173-

Maturing 1 September 2023--20,000-

Maturing 11 July 2025--20,000-

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

Amount of loan facilities used73,00074,00090,25080,600

Amount of loan facilities unused30,50029,50010,17316,400

Effective interest rate at 30 June as

amended for interest rate hedges6.19%6.31%5.20%5.02%

Note 19. Contract liability

A contract liability of $15.7 million (2018: $15.9 million) is recorded in the balance sheet reflecting the future service obligation for courier

and postal products that have been sold in advance of their use.

Revenue recognised during the year that was included in the contract liability balance at the beginning of the year was $15.7 million

(2018: $15.2 million).

The Group elected to use the practical expedient regarding the disclosure requirement of the transaction price allocated to unsatisfied

performance obligations. The original expected duration is one year or less in all customer contracts.

There are no other significant financing components in the Group’s revenue arrangement.

Note 20. 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.

Freightways Limited and its subsidiariesAnnual Report 2019

77

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

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 June 2019, the Group negotiated a three-year extension of its syndicated bank facilities that were maturing on 1 September 2020.

The extended facilities became effective from 31 July 2019.

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$30 million has been drawn as at 30

June 2019.

The Group was in compliance with all of its banking covenants throughout the year ended 30 June 2019.

Net debt reconciliation

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

Liabilities from financing activities

Group

Cash

$000

Other

borrowings

due within

1 year

$000

Other

borrowings

due after

1 year

$000

Bank

borrowings

due within

1 year

$000

Bank

borrowings

due after

1 year

$000

Total

$000

Balance at 1 July 2017

8,423(147) (204)- (166,241)(158,169)

Cashflow(1,457)114--7,5216,178

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

Exchange rate movement444 ---(3,080)(2,636)

Balance at 30 June 20187,410(126) (286) - (161,800)(154,802)

Cashflow9,24891--(9,512)(173)

Exchange rate movement(672) ---3,9183,246

Other non-cash movements-(92)157--65

Balance at 30 June 201915,986(127) (129) - (167,394)(151,664)

Group

2019

Ordinary

shares

2018

Ordinary

shares

2019

$000

2018

$000

Balance at beginning of year155,111,888154,933,678125,260124,430

Partly-paid ordinary shares issued--11

Partly-paid shares, fully paid up to ordinary shares107,491102,721103303

Shares issued for employee share plan155,00075,0001,054529

(Increase) decrease in employee share plan unallocated shares(3,155)48922(3)

Balance at end of year

155,371,224155,111,888126,440125,260

Note 21. 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.

Freightways Limited and its subsidiariesAnnual Report 2019

78

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Contributed Equity

(i) Fully paid ordinary shares

As at 30 June 2019 there were 155,378,437 shares issued and fully paid (2018: 155,115,946). 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 26 September 2018, 90,970 partly-paid shares were issued to certain senior executives under the rules of the Freightways Senior

Executive Performance Share Plan (the ‘Plan’) (2018: 96,018). The issue price per share was $7.56 (2018: $7.83) 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 22). During the year, 13,949 partly-paid shares were redeemed and cancelled (2018: 15,790). As at 30 June 2019 there

were 289,043 partly-paid shares on issue, paid up to one cent per share (2018: 319,513). 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 21 August 2018, 107,491 were fully paid-up by the past Managing Director as part of his resignation arrangements, as allowed by the

Plan rules. In 2018, 102,721 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 Plan. The average issue

price per share fully paid-up was $6.52 (2018: $5.07).

(iv) Employee Share Plan

On 13 September 2018, the Company issued 155,000 fully paid ordinary shares at $6.80 each to Freightways Trustee Company Limited, as

Trustee for the Freightways Employee Share Plan (September 2017: 75,000 fully paid ordinary shares at $7.05 each). In total, participating

employees were provided with interest-free loans of $1.1 million to fund their purchase of the shares in the Share Plan (September 2017:

$0.5 million). The loans are repayable over three years and repayment commenced in October 2018.

As at 30 June 2019 the Trustee held 563,787 (2018: 486,672) fully paid ordinary shares (representing 0.4% (2018: 0.3%) of all issued ordinary

shares) of which 7,213 (2018: 4,058) were unallocated. These shares are held for allocation in the future.

The Employee Share Plan operates in accordance with section CW 26C 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 22. 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 and are generally 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.

Freightways Limited and its subsidiariesAnnual Report 2019

79

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Total number of partly-paid shares on issue:2019

2018

Balance at beginning of the year319,513342,006

Issued during the year90,97096,018

Cancelled during the year(13,949)(15,790)

Fully paid-up during the year(107,491)(102,721)

Balance at end of the year289,043319,513

Partly-paid shares eligible to be paid up at end of year-107,491

Details of outstanding allocations are as follows:

Share allocation date:

11 Sep

2013

10 Sep

2014

14 Sep

2015

12 Sep

2016

13 Sep

2017

26 Sep

2018

Number of partly-paid shares allocated148,386124,221121,691103,68296,01890,970

Market price per share at date of allocation$4.12$5.11$5.39$6.82$7.83$7.56

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$1,484$1,242$1,217$1,037$960$910

Total amount paid-up upon vesting:

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

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

· Year ended 30 June 2019$3,354$21,604$203,681$231,819$238,815-

Escrow periods ended 30 June:

201620162018201720182019

(100%)(6.5%)(100%)(2.1%)(3.5%)(1.4%)

-2017-201820192020

-(93.5%)-(2.1%)(3.5%)(4.1%)

---201920202021

--- (95.8%)(93%)(94.5%)

2019

$000

2018

$000

Total amount expensed during the year for the senior executive

performance share plan

354814

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

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

624739

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.

Freightways Limited and its subsidiariesAnnual Report 2019

80

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

Note

2019

$000

2018

$000

Profit for the year63,37762,161

Add non-cash items

Depreciation and amortisation417,50915,954

Movement in provision for doubtful debts(129) (26)

Movement in deferred income tax2601,059

Net (gain) loss on disposal of property, plant and equipment 67(994)

Net foreign exchange loss-3

Movement in derivative fair value22(52)

Impairment of property, plant and equipment-1,978

Non-recurring items(461)(1,540)

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

Decrease (increase) in trade and other receivables(7,768) (7,150)

Decrease (increase) in inventories (139)598

Increase (decrease) in trade and other payables2,457 849

Increase (decrease) in income taxes payable8122,870

Net cash inflows from operating activities76,00775,710

Note 23. Reconciliation of profit for the year with cash flows from operating activities

Note 24. Capital commitments and contingent liabilities

The Group had made capital commitments to purchase or construct buildings and equipment for $1.5 million at 30 June 2019 (2018: $3.8

million), principally relating to the completion of operating facilities throughout the Group.

As at 30 June 2019, the Group had outstanding letters of credit and bank guarantees issued by its lenders totalling approximately $4.0

million (2018: $6.1 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

2019

2018

Profit for the year attributable to shareholders ($000)63,36762,161

Weighted average number of ordinary shares (‘000)155,332155,080

Basic earnings per share (cents)40.840.1

Note 25. 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:

Freightways Limited and its subsidiariesAnnual Report 2019

81

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

2019

2018

Profit for the year attributable to shareholders ($000)63,36762,161

Weighted average number of ordinary shares (‘000)155,332155,080

Effect of dilution (‘000)289319

Diluted weighted average number of ordinary shares (‘000)155,621155,399

Diluted earnings per share (cents)40.740.0

* 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 4), are 39.3 and 39.2 cents, respectively (2018: both 38.4 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 26. Net tangible assets per security

Net tangible assets (liabilities) per security at 30 June 2019 was ($0.47) (2018: ($0.55)).

Group

2019

$000

2018

$000

Short term employee benefits 6,4078,173

Long term employee benefits--

Post-employment benefits--

Termination benefits--

Share-based payments (Note 22)354814

Note 27. 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 ANZ Bank New Zealand

Limited and Z Energy Limited.

Payments to joint venture

During the year, the Group paid Parcelair Limited $11.8 million (2018: $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:

Freightways Limited and its subsidiariesAnnual Report 2019

82

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Group

Less

than

6 months

$000

6-12

months

$000

1-2

years

$000

2-5

years

$000

More

than

5 years

$000

Total

$000

2019

Bank borrowings3,124 3,136 9,077 143,84045,004204,181

Trade and other payables56,733 15,043 182 2,140 81574,913

Finance lease liabilities547611216-258

Derivative financial instruments – interest rate swaps*1,2521,2411,6421,548-5,683

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

* 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 28. Financial risk management

28.1 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 table below 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.

Freightways Limited and its subsidiariesAnnual Report 2019

83

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

20192018

Gross

carrying

amount

$000

Expected

loss rate

%

Loss

allowance

$000

Gross

carrying

amount

$000

Expected

loss rate

%

Loss

allowance

$000

Current60,828nil-59,049nil-

31-60 days over standard terms8,7812%1328,4242%169

60-90 days over standard terms1,47125%3681,53330%460

91+ days over standard terms2,23245%1,0001,98850%1,000

73,3121,50070,9941,629

The Group has $11 million (2018: $10.3 million) of financial assets that are overdue and not impaired.

Group

2019

$000

2018

$000

Cash and cash equivalents

15,986 7,410

Trade and other receivables78,03674,048

94,02281,458

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

(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.

A default in a financial asset is when the counterparty fails to make contractual payments when debt recovery processes have been exhausted

and/or the counterparty is declared bankrupt or in the case of companies, placed in administration, receivership or liquidation.

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:

Trade receivables analysis

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

Freightways Limited and its subsidiariesAnnual Report 2019

84

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

(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 20, at 30 June 2019 the Group had Australian dollar denominated bank borrowings of AUD90,250,000 (2018:

AUD80,600,000). Of these borrowings, AUD14,200,000 (2018: 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.

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85

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Sensitivity analysis:

Interest rate movementNZD/AUD movement

Impact on profit

Impact on other

components of equity

Impact on

liabilities & equity

Carrying

amount

$000

+100

basis

points

$000

-100

basis

points

$000

+100

basis

points

$000

-100

basis

points

$000

+ or – 10% in

value of NZD

$000

2019

Financial assets

Cash and cash equivalents15,986115(115)115(115)-

Trade and other receivables80,951-----

Financial liabilities

Borrowings167,394(1,205) 1,205(1,205) 1,2051,350/(1,650)

Derivative financial instruments5,417577(577)1,661(1,706) -

2018

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) -

(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 and foreign

exchange hedges are 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.

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.

Freightways Limited and its subsidiariesAnnual Report 2019

86

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

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.

Level 1

$000

Level 2

$000

Level 3

$000

Total

$000

2019

Liabilities

Derivative financial instruments-5,417-5,417

Contingent consideration in a

business combination

--1,4641,464

Total liabilities-5,4171,4646,881

2018

Liabilities

Derivative financial instruments-5,850-5,850

Contingent consideration in a

business combination

--3,1133,113

Total liabilities-5,8503,1138,963

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.

Freightways Limited and its subsidiariesAnnual Report 2019

87

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

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

2019

$000

2018

$000

Opening balance3,1131,786

Acquisition of businesses-2,855

Losses recognised in the income statement-166

Settlement(1,097)-

Purchase price adjustment(461)(1,540)

Exchange rate adjustments(91)(154)

Closing balance1,4643,113

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

· Non-recurring items(461)(1,540)

· Net interest and finance costs-166

(461)(1,374)

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

Services (explained in Note 30).

28.2 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 maintain its operating leverage (net debt divided by profit before interest, tax, depreciation and amortisation) below a maximum

level. There have been no breaches of banking covenants or events of review during the current or prior year.

Freightways Limited and its subsidiariesAnnual Report 2019

88

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

Financial assets at

amortised cost

Derivatives used

for hedging

Total

2019

$000

2018

$000

2019

$000

2018

$000

2019

$000

2018

$000

Group

Trade and other receivables (excluding

prepayments)80,95176,835--80,95176,835

Cash and cash equivalents15,9867,410--15,9867,410

Total96,93784,245--96,93784,245

Derivatives used for

hedging

Other financial liabilities

at amortised cost

Total

2019

$000

2018

$000

2019

$000

2018

$000

2019

$000

2018

$000

Group

Borrowings (excluding finance lease liabilities)--167,394161,800167,394161,800

Finance lease liabilities--256412256412

Derivative financial instruments5,4175,850--5,4175,850

Trade and other payables --51,31050,99051,31050,990

Total5,4175,850218,960213,202224,377219,052

Note 29. Financial instruments by category

(a) Assets, as per balance sheet

(b) Liabilities, as per balance sheet

Note 30. Business combinations

During the year ended 30 June 2019, the Group acquired three small information management businesses in Australia for an aggregate purchase

consideration totalling approximately $10.5 million. These businesses have been integrated into the Australian businesses of the Group’s

information management division. The acquisitions were:

• the business & assets of Formfile Records Management in Victoria on 5 July 2018

• the business & assets of Specialised Security Shredding in Western Australia (WA) on 1 August 2018

• a 75% interest in Southwest Onsite Data Backup Management Pty Ltd in WA on 1 October 2018

The contribution of these businesses to the Group results for the year ended 30 June 2019 was revenue of $3.2 million and operating profit before

interest, income tax and amortisation of intangibles of $0.2 million.

If these acquisitions had all occurred at the beginning of the period, the contribution to revenue and operating profit before interest, income tax

and amortisation of intangibles for the year is estimated at $3.4 million and $0.2 million, respectively.

Freightways Limited and its subsidiariesAnnual Report 2019

89

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

$000

Purchase consideration:

Cash consideration paid during the year10,540

The goodwill of $8.4 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. None of the goodwill recognised is expected to be

deductible for income tax purposes.

The non-controlling interest in Southwest Onsite Data Backup Management Pty Ltd has been recognised at fair value.

The acquisition accounting for these acquisitions 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 respective acquisition dates and upon confirmation of certain

determinants.

Prior period acquisitions:

LexData

On 1 July 2016, the Group acquired the business & assets of LexData Management Pty Ltd (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.

It has been determined, as at 30 June 2019, that there is no earn-out payment payable, as the relevant financial performance hurdles based on

earnings performance for the years ended 30 June 2017, 2018 and 2019 were not met. The estimated discounted future earn-out payment that

the Group had been carrying of $0.3 million was released to the income statement and included in non-recurring items for the year ended

30 June 2019.

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 was branded as Med-X and integrated into the Group’s Shred-X business within the information management division.

As at 30 June 2019, an estimated discounted future earn-out payment of $1.5 million may be payable in September 2021, but is contingent upon

certain financial performance hurdles being achieved for the years ending 30 June 2019, 2020 and 2021, collectively. This current estimated earn-

out payment is $0.2 million lower than the prior year and the difference was released to the income statement and included in non-recurring items

for the year ended 30 June 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 $4.5 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:

Cash526

Trade and other receivables120

Inventories223

Plant and equipment679

Customer relationships1,722

Goodwill8,426

Trade and other payables(273)

Provisions(365)

Deferred tax liability(404)

Non-controlling interest(114)

10,540

Details of net assets acquired and goodwill for these acquisitions are as follows:

Freightways Limited and its subsidiariesAnnual Report 2019

90

Financial statements
Note 31. Significant events after balance date

Dividend declared

On 26 August 2019, the Directors declared a fully imputed final dividend of 15.5 cents per share (approximately $24.1 million) in respect of

the year ended 30 June 2019. The dividend will be paid on 1 October 2019. The record date for determination of entitlements to the dividend

is 13 September 2019.

Debt facilities

The Group has negotiated a three-year extension to its existing syndicated bank facilities of NZ$26 million and A$2 million that were maturing

on 1 September 2020. The extension is effective from 31 July 2019.

At the date of this report, there have been no other significant events subsequent to the reporting date.

Note 32. Standards, amendments and interpretations to existing standards that are not yet effective

From time to time, certain new standards, amendments and interpretations of existing standards are published by the International Accounting

Standards Board (IASB) and the External Reporting Board (XRB) that become mandatory for future periods and which the Group will adopt

when they become mandatory. As at 30 June 2019, the following new standard and amendments are applicable to the Group:

· 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 $127 million (refer Note 17). Upon adoption, NZ IFRS 16 will have a material impact on a number of elements of, and

disclosures within, the Group’s balance sheet, income statement and statement of cash flows. Importantly, the Group’s actual overall cash

flows will be unaffected by the adoption of this standard.

The Group has implemented a new lease management system to manage its lease portfolio which also calculates the full financial impact of

IFRS 16 on the Group’s operating leases as at 1 July 2019, being the date of adoption. In calculating the financial impact, management was

required to make various key judgements, including:

– incremental borrowing rate (IBR) used to discount the ROU assets and the future lease payment obligations (lease liabilities);

– lease terms, including any rights of renewal expected to be exercised;

– foreign exchange conversion rates; and

– application of practical expedients and recognition exemptions allowed under IFRS 16, including exemptions for low value assets and

short-term leases.

Management has applied IBR’s of between 2.45% to 4.23% to discount the ROU assets and the future lease payment obligations,

depending on the nature of the relevant leases. Some of the factors taken into consideration when calculating the IBR for each asset

category included observable market rates, economic conditions and lease tenor.

Notes to the financial statements

For the year ended 30 June 2019

Freightways Limited and its subsidiariesAnnual Report 2019

91

Financial statements
The new standard allows a choice of transition methods. Management has determined that the most appropriate approach for the Group

will be to use the modified retrospective transition method. Under this transition method, the Group is allowed to retrospectively value the

ROU asset on a lease by lease basis without having to restate comparatives and to recognise the cumulative effect of initially applying

the standard as an adjustment to retained earnings. Alternatively, the ROU asset can be measured to equal the value of the lease liability.

In arriving at the below estimated potential financial impact of adopting the new standard, the latter approach has been applied to value

the ROU asset for the majority of the Group’s operating leases by number, but with 20 high value property operating leases (representing

approximately 80% of the lease liability to be recognised) being retrospectively valued.

Management’s process estimates that the potential financial impact on the balance sheet as at 1 July 2019 will be as follows:

– Recognition of ROU assets of approximately $198 million;

– Recognition of lease liabilities of approximately $221 million;

– Deferred tax asset $7 million; and

– Decrease in opening retained earnings of approximately $16 million.

The financial impact on the income statement for the year of adoption is estimated to be an approximate reduction in net profit after tax of

less than $2 million. This is made up of the following estimated changes:

– a $28 million decrease in operating lease rental expenses (removed);

– a $23 million increase in depreciation (relating to ROU assets);

– a $8 million increase in interest expense (relating to lease liabilities); and

– a $1 million decrease in tax expense.

The only changes to the Group’s statement of cash flows as a result of adopting the new standard will be to presentation, 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 may change from the final impact of adoption for the following reasons:

– there may be changes to the terms & conditions of some existing lease contracts; and

– finalisation of various judgements by management regarding:

• the application of the various practical expedients available upon adoption;

• the expectation of exercising rights of lease renewals; and

• the IBR to be used for discounting future lease payments.

• NZ IFRS 3: Business Combinations – Definition of a business (mandatory from 1 July 2020)

The amendments clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be

accounted for as a business combination or as an asset acquisition. The amendments clarify that to be considered a business, an acquired

set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability

to create outputs. It narrows the definitions of a business and of outputs by focusing on goods and services provided to customers and by

removing the reference to an ability to reduce costs. It also removes the assessment of whether market participants are capable of replacing

any missing inputs or processes and continuing to produce outputs. In addition, an entity can apply an optional “concentration test” that,

if met, eliminates the need for further assessment. Under this optional test, where substantially all the fair value of gross assets acquired is

concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business.

The guidance might result in more acquisitions being accounted for as asset acquisitions and affect related accounting. It would also affect

the accounting for disposal transactions.

The amendments to NZ IFRS 3 described above are effective for business combinations for which the acquisition date is on or after the

beginning of the first annual reporting period beginning on or after 1 January 2020 and to asset acquisitions that occur on or after the

beginning of that period. The amendments will therefore be effective for the year ending 30 June 2021.

There are no other new standards, amendments or interpretations that are not yet effective that are applicable to the Group.

Notes to the financial statements

For the year ended 30 June 2019

Freightways Limited and its subsidiariesAnnual Report 2019

92

Financial statements
Distribution of shareholders and shareholdings as at 31 July 2019

Number

of holders

Number

of shares held

% of issued

capital

Size of shareholding

1 to 1,9992,4662,623,3231.69

2,000 to 4,9992,3267,055,3554.54

5,000 to 9,9991,1577,536,1604.85

10,000 to 49,99979113,235,7418.52

50,000 to 99,999412,635,7951.70

100,000 to 499,999274,878,5503.14

500,000 to 999,99985,818,6143.74

1,000,000 and over13111,594,89971.82

Total shareholders6,829155,378,437100.00

Substantial product holders as at 31 July 2019

Based upon notices received, the following persons are deemed to be substantial product holders in accordance with Section 293 of the

Financial Markets Conduct Act 2013:

Voting securities

Number%

Fisher Funds Management Limited12,396,4347.98

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)

10,055,8676.47

Investment Services Group Limited7,905,5715.09

Mawer Investment Management Limited7,836,2215.04

The total number of issued voting securities of the Company as at 31 July 2019 was 155,378,437.

Geographic distribution

New Zealand6,675151,722,33797.65

Australia963,449,9922.22

Other58206,1080.13

6,829155,378,437100.00

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 2019

93

Financial statements
Number of

Shares held

% of issued

capital

HSBC Nominees (New Zealand) Limited <HKBN45> *14,524,9789.35

Citibank Nominees (New Zealand) Limited <CNOM90> *12,693,5788.17

TEA Custodians Limited <TEAC40> *11,850,9007.63

National Nominees New Zealand Limited <NNLZ90> *7,713,2364.96

FNZ Custodians Limited7,585,9244.88

ANZ Custodial Services New Zealand Limited <PBNK90>*6,317,3584.07

Accident Compensation Corporation <ACCI40> *5,200,1423.35

JPMorgan Chase Bank <CHAM24> *4,966,5883.20

Custodial Services Limited <A/C 3>3,947,9502.54

HSBC Nominees (New Zealand) Limited <HKBN90> *3,921,3622.52

Custodial Services Limited <A/C 4>3,341,0942.15

Port Devon Limited 3,153,4692.03

BNP Paribas Nominees (NZ) Limited <COGN40>*2,881,4441.85

Forsyth Barr Custodians Limited <1-Custody>2,659,1031.71

JBWere (NZ) Nominees Limited <NZ Resident A/C>2,600,2891.67

ANZ Wholesale Australasian Share Fund <PNAS90>*2,515,9851.62

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited <SUPR40> *2,156,5551.39

Custodial Services Limited <A/C 2>2,067,3381.33

Investment Custodial Services Limited <A/C C>1,919,3561.24

Dean John Bracewell + Phillipa Anne Bracewell + Bracewell Trustee Company

Limited <Bracewell Family A/C>

1,853,7331.19

103,870,38266.85

*Held through NZ Central Securities Depository Limited

Shareholder information

Top twenty registered shareholders of listed shares as at 31 July 2019

Freightways Limited and its subsidiariesAnnual Report 2019

94

Financial statements
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 Group’s corporate governance processes do not materially differ from the principles set out in the NZX Corporate

Governance Code.

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 https://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 & Inclusion

The Company has a formal diversity & inclusion policy which can be found at https://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 2019, the Board was comprised of 4 male and 2 female directors (2018: 4 male and 2 female

directors), and all 5 officers of the Company, who are not directors of the Company, were male (2018: all 5 officers of the Company, who were

not directors of the Company, were male).

The Company conducted 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. Summary results of

the survey can be found on page 20.

Corporate governance statement

Freightways Limited and its subsidiariesAnnual Report 2019

95

Financial statements
Meetings HeldMeetings Attended

Director

Mark Verbiest1010

Kim Ellis1010

Abby Foote1010

Peter Kean1010

Mark Rushworth1010

Sue Sheldon CNZM (resigned 25 October 2018)33

Andrea Staines (appointed 20 August 2018)87

Meetings HeldMeetings Attended

Director

Abby Foote (appointed to Committee on 6 August 2018)44

Mark Rushworth55

Sue Sheldon CNZM (resigned from Committee on 6 August 2018)11

Mark Verbiest

55

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 Report and Half Year Results Release and making recommendations on financial and accounting policies. The Company’s

Audit & Risk Committee Charter can be found at https://www.freightways.co.nz/about/corporate-governance/.

The Group has an established internal audit function for financial controls and also engages Ernst & Young to perform complementary

internal audits of non-financial control related areas of the Group. Ernst & Young utilise the expertise of their relevant Subject Matter

Professionals to execute an internal audit programme that effectively covers a broad spectrum of risks. Ernst & Young regularly reports on

their activities to the Audit & Risk Committee.

The members are Abby Foote (Chairman), Mark Rushworth and Mark Verbiest. 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 2019 financial year:

Corporate governance statement

Freightways Limited and its subsidiariesAnnual Report 2019

96

Meetings HeldMeetings Attended
Director

Mark Verbiest11

Kim Ellis11

Abby Foote11

Peter Kean 11

Mark Rushworth11

Andrea Staines11

Meetings HeldMeetings Attended

Director

Kim Ellis66

Peter Kean66

Sue Sheldon CNZM (resigned from Committee on 6 August 2018)11

Andrea Staines (appointed to Committee on 25 October 2018)55

Mark Verbiest (appointed to Committee on 25 October 2018)55

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

The members of the People & Remuneration Committee are Kim Ellis (Chairman), Peter Kean, Andrea Staines and Mark Verbiest.

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 https://www.freightways.co.nz/about/

corporate-governance/.

The members of the Nominations Committee are Mark Verbiest (Chairman), Kim Ellis, Abby Foote, Peter Kean, Mark Rushworth and Andrea

Staines. 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

https://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 https://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

Freightways Limited and its subsidiariesAnnual Report 2019

97

Financial statements
Notes to the financial statements

For the year ended 30 June 2019

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 https://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 https://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.

The Company has an internal audit function which uses internal and contracted (co-sourced) external suppliers. An ongoing programme

of audits is carried out over multi-years, some being undertaken every year. This programme is regularly mapped against the Company’s

key risks as assessed through its risk management process.

The Company’s Risk Management Policy can be found at https://www.freightways.co.nz/about/corporate-governance/.

Health & safety risks

Under the Board’s oversight, the Company’s management team and Health & Safety Committee are responsible for oversight of

the Company’s health & 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 & safety practices of the Company. Health & safety is a

standing Board agenda item that is discussed at all scheduled Board meetings.

Freightways Limited and its subsidiariesAnnual Report 2019

98

Directory
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

Board of Directors

Mark Verbiest (Chairman)

Kim Ellis

Abby Foote

Peter Kean

Mark Rushworth

Andrea Staines OAM

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)

Company particulars

Freightways Limited and its subsidiariesAnnual Report 2019

---

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