Napier Port Holdings Limited logo

2019 Full Year Results

Full Year Results18 November 2019NPHIndustrials

Distribution Notice


Section 1: Issuer information

Name of issuer Napier Port Holdings Limited

Financial product name/description Ordinary Shares

NZX ticker code NPH

ISIN (If unknown, check on NZX

website)

NZNPHE000552

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year Quarterly

Half Year Special X

DRP applies No

Record date 02/12/2019

Ex-Date (one business day before the

Record Date)

29/11/2019

Payment date (and allotment date for

DRP)

20/12/2019

Total monies associated with the

distribution

$5,000,000

(200,000,000 ordinary shares @ 2.5 cents per share)

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $0.03472222

Total cash distribution $0.02500000

Excluded amount N/A – not a listed PIE

Supplementary distribution amount $0.00441200

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

100%

Imputation tax credits per financial

product

$0.00972222

Resident Withholding Tax per

financial product

$0.00173611





Section 4: Distribution re-investment plan – Not Applicable

DRP % discount (if any)


Start date and end date for

determining market price for DRP


Date strike price to be announced (if

not available at this time)


Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)


DRP strike price per financial product


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms


Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Kristen Lie, Chief Financial Officer

Contact person for this

announcement

Erin Harford-Wright, Senior Communications Advisor

Contact phone number DD: 06 833 4643 M: 027 870 4884

Contact email address erinh@napierport.co.nz

Date of release through MAP


19/11/2019

---

Napier Port Holdings Limited
2019 Trade Volume Data

The below Trade Volume Data provides a summary of actual 2019 financial results

compared to the 2019 prospective financial information (PFI) contained in the Product

Disclosure Statement (PDS) and the document entitled "Napier Port’s Prospective Financial

Information, a reconciliation of non-NZ GAAP to NZ GAAP information and supplementary

financial information" (Supplementary Financial Information) dated 15 July 2019 and

published in connection with the initial public offer of Napier Port Holdings Limited (both of

which are available atwww.business.govt.nz/disclose (OFR126790)). Actual FY2019 data

has been prepared on a basis consistent with that described in PDS and Supplementary

Financial Information, except as where stated.

Napier Port Holdings Limited notes that in the preparation of this data it has reclassified

some export trade type sub-categories to more accurately reflect the container types being

used. The reclassifications, which differ to that presented in the PFI, are detailed in the

below container services trade volume data. The reclassifications have no impact on the PFI

revenue forecasts provided by Napier Port Holdings Limited in the Supplementary Financial

Information.

1.1 Container Services

Container Services

TEU (000s)

FY2019

Actual

FY2019

Forecast

FY2018

Actual

FY2017

Actual

FY2016

Actual

Exports

Wood pulp & timber 52 53 53 51 48

Canned food / other food 10 14 11 18 15

Other dry 14 13 14 15 12

Total dry 76 79 78 84 75

Apples & pears 26 24 24 22 23

Meat 16 13 15 17 11

Fresh & other chilled produce 12 12 10 10 11

Total reefer 54 49 49 50 45

Empty 4 4 4 8 8

Total exports 134 132 130 142 128

Imports

Dry 30 28 29 47 23

Reefer 4 3 4 2 3

Empty 99 97 96 91 97

Total imports 133 128 129 140 124

Other container movements

(‘DLRs’)

4 8 7 7 6

Total Container Services

volume

271 269 266 288 257

Vessels
Container ship calls 303 314 329 372 358

Reclassifications to export container TEU volumes have been incorporated in the above table as follows:

Export TEU Reclassifications

TEU (000s)

FY2020

Forecast

FY2019

Forecast

FY2018

Actual

FY2017

Actual

FY2016

Actual

Category changes

From Fresh & Other Chilled Produce to

Other Dry

22 3 32

From Meat to Other Dry

11 1 11

From Fresh & Other Chilled Produce to

Canned Food/Other Food

22 2 21

Total reefer to dry

^ 66 5 6 5

^Rounded to nearest thousand TEU

1.2 Bulk Cargo

Bulk Cargo

Kilotonnes

FY2019

Actual

FY2019

Forecast

FY2018

Actual

FY2017

Actual

FY2016

Actual

Log exports 2,581 2,500 2,208 1,630 1,208

Other exports 167 223 177 241 262

Imports 656 657 686 634 555

Total Bulk Cargo volume 3,404 3,380 3,071 2,506 2,025

Vessels

Charter vessel calls 314 298 298 262 240

1.3 Cruise Services

Cruise Services

FY2019

Actual

FY2019

Forecast

FY2018

Actual

FY2017

Actual

FY2016

Actual

Vessels

Cruise vessel calls 7070 575445

---

Napier Port Holdings Limited
Supplemental selected financial information (unaudited)

The below supplemental financial information provides a summary of actual 2019 financial

results compared to the 2019 prospective financial information (PFI) contained in the Product

Disclosure Statement (PDS) and the document entitled "Napier Port’s Prospective Financial

Information, a reconciliation of non-NZ GAAP to NZ GAAP information and supplementary

financial information" (Supplementary Financial Information) dated 15 July 2019 and

published in connection with the initial public offer of Napier Port Holdings Limited (and

available on the Offer Register atwww.business.govt.nz/disclose (OFR126790)). Actual

FY2019 data has been prepared on a basis consistent with that described in PDS and

Supplementary Financial Informationexcept where stated.

The historical financial information (FY2016-FY2018) is extracted from Port of Napier

Limited's audited financial statements or the Supplementary Financial Information.

Capitalised terms used but not defined in this document have the meanings given to them in

the PDS and the Supplementary Financial Information.

Notes:

1.

The selected financial information (excluding any financial information in the selected financial information table that is

identified as being pro forma financial information) is extracted from audited financial statements of Port of Napier for the

FY2016, FY2017, and FY2018 accounting periods. The prospective financial information for FY2019F is extracted from the

Supplementary Financial Information for the Group (and not the financial statements of Port of Napier). Some line items in

the selected financial information include adjustments applied by Napier Port (denoted ‘pro forma’). For an explanation of

pro forma adjustments, please refer to Section 7.9 (Reconciliation of Pro forma EBITDA to Statutory NPAT) and Part B of

the Supplementary Financial Information.

2.

Revenue relates to operating income as disclosed for the Historical Periods in the audited Financial Statements for Napier

Port.

3.

Underlying reported EBITDA is a non-NZ GAAP measure that includes pro forma adjustments. This measure includes

adjustments also used in Pro forma EBITDA but excludes pro forma costs not yet incurred as shown in the reconciliation of

Pro forma EBITDA to Statutory NPAT in section 1.2 below.

4.

Pro forma EBITDA is a non-NZ GAAP measure that includes pro forma adjustments as described in Section 7.9

(Reconciliation of Pro forma EBITDA to Statutory NPAT) of the PDS.

5.

Pro forma net profit after tax is a non-NZ GAAP measure. This measure reflects the pro forma adjustments reflected in pro

forma EBITDA, the impairment of the investment in the Longburn Intermodal Freight Hub joint venture and the overlay of

Napier Port’s capital structure following completion of the Offer as if it had been in place since 1 October 2018. The pro

forma operating tax expense has been adjusted to reflect the tax implications of the pro forma adjustments. A reconciliation

to statutory net profit after tax is included in section 1.4 below.

Selected financial information

(1)

NZ$000FY2016FY2017FY2018FY2019FY2019F

Fina ncial period

12 months

ending

30 Sept 16

12 months

ending

30 Sept 17

12 months

ending

30 Sept 18

12 months

ending

30 Sept 19

12 months

ending

30 Sept 19

Fina ncial performance:

Revenue

(2)

72,65386,67991,74999,61697,358

Underlying reported EBITDA

(3)

29,40536,91838,77741,79741,151

Pro forma EBITDA

(4)

27,78435,29737,15640,50039,665

Net profit after tax

11,47116,70617,5766,8485,594

Pro forma net profit after tax

(5)

19,84119,217

Balance sheet a nd cash flow items:

Dividends paid

7,87610,70010,00053,95753,958

Total assets

302,580329,083331,959371,116370,781

Cash and cash equivalents

459231-31,22420,069

Total liabilities

114,356123,978119,54735,63535,493

Total debt

79,70083,57180,599--

Net cash flows from operating activities

23,12525,18628,36429,33624,213

Pro forma net cash flows from operating activities

(6)

33,56130,640

6.
Pro forma cash flows from operating activities is a non-NZ GAAP measure that comprises net cash flows from operating

activities adjusted to remove offer costs in FY2019F and overlays Napier Port’s capital structure following completion of the

Offer as if it had been in place since 1 October 2018.

1.1 Description of Pro forma adjustments

In determining the use of pro forma adjustments, the Directors have considered only

those items that they believe are required to ensure consistency and comparability of

the financial information over the Historical Periods and the Prospective Periods.

The pro forma adjustments that Napier Port considers are appropriate are explained

below, and their nature are described in more detail in Part C of the Supplementary

Financial Information:

(i) removal of the one-off transaction costs relating to the Offer;

(ii) removal of other (income) expenses as these items relate to non-core operating

activities;

(iii) removal of share of the loss of equity accounted investee as the investment has

been fully written down to zero;

(iv) removal of the impairment of joint venture as it was a one-off event;

(v) adding an estimate of the incremental costs that will be incurred by Napier Port

as a publicly listed company. The FY2019 actual represents the FY2019

forecast less costs actually incurred in FY2019; and

(vi) removal of the impact of the pre-Offer debt capital in relation to FY2019F and

applying the post-Offer capital structure as if it were in place for all of FY2019F.

1.2 Reconciliation of Pro forma EBITDA to Statutory NPAT

1.3 Reconciliation of Underlying EBITDA to Result from Operating Activities
reported in the statutory Income Statement

1.4 Reconciliation of Pro forma NPAT

1.5 Reconciliation of Pro forma net cash flows from operating activities

Reconciliation of Underlying EBITDA to Result from Operating Activities reported in the statutory income statement

NZ$000FY2016FY2017FY2018FY2019FY2019F

Result from operating activities30,42337,35438,91141,98733,961

Adjustments:

Offer costs ----7,339

Impairments of property, plant and equipment(1,018)(436)(134)(190)(150)

Underlying reported EBITDA29,40536,91838,77741,79741,150

Reconciliation of Pro forma NPAT

NZ$000FY2016FY2017FY2018FY2019FY2019F

Statutory net profit a fter tax6,8485,594

Pro forma adjustments:

Offer costs 6,4047,339

Incremental listed company costs (1,297)(1,485)

Impairment of joint venture 852809

Listed company capital structure9,9409,769

Tax impact of pro forma adjustments(2,907)(2,810)

Pro forma NPAT19,84119,217

Reconciliation of Pro forma net cash flows from operating activities

NZ$000FY2016FY2017FY2018FY2019FY2019F

Statutory net cash flows from operating a ctivities29,33624,213

Pro forma adjustments

Offer costs 5,6437,339

Incremental listed company costs (1,393)(1,310)

Listed company capital structure2,8823,207

Tax impact of pro forma adjustments(2,907)(2,810)

Pro forma net cash flows from operating activities33,56130,640

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)


Results for announcement to the market

Name of issuer Napier Port Holdings Limited

Reporting Period 12 months to 30 September 2019

Previous Reporting Period 12 months to 30 September 2018

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$99,616 8.6%

Total Revenue $99,616 8.6%

Net profit/(loss) from

continuing operations

$6,848 (61.0%)

Total net profit/(loss) $6,848 (61.0%)

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.02500000

Imputed amount per Quoted

Equity Security

$0.00972222

Record Date 02 December 2019

Dividend Payment Date 20 December 2019

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.67 N/A

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Napier Port Holdings Limited was listed on the NZX on 19

August 2019. The current year’s results include the expensing

of IPO and related costs.

Authority for this announcement

Name of person authorised

to make this announcement

Kristen Lie, Chief Financial Officer

Contact person for this

announcement

Erin Harford-Wright, Senior Communications Advisor

Contact phone number DD: 06 833 4643 M: 027 870 4884

Contact email address erinh@napierport.co.nz

Date of release through MAP 19 November 2019


Audited financial statements accompany this announcement.

---

NZX AND MEDIA RELEASE
19 November 2019

FINANCIAL RESULTS FOR THE YEAR TO 30 SEPTEMBER 2019

NAPIER PORT FY2019 SETS PLATFORM FOR GROWTH

HIGHLIGHTS

·FY2019 results ahead of Initial Public Offering (IPO) forecast

oRevenue 2.3% above forecast

oPro forma EBITDA

1

2.1% above forecast

oPro forma NPAT

1

3.2% above forecast

·Container and bulk cargo volumes ahead of forecast

oContainer volume up 1.9% on prior year to 271,000 TEU

oBulk cargo volumes up 10.9% on prior year to 3.4m tonnes

·Revenue of $99.6 million, up 8.6% on prior year

·Results from operating activities

2

, which excludes one-off items, rose by $3.1m or 7.9% from

$38.9 million in the prior year to $42.0 million

·Pro forma EBITDA of $40.5 million, up 9.0% on the prior year

·Final dividend of 2.5 cents per share declared

Napier Port (NZX.NPH) today announces its results for the year ended 30 September 2019 with

revenue and earnings ahead of the forecast prepared for the Initial Public Offering (IPO), as growth in

Hawke’s Bay exports lifted both container and bulk cargo volumes.

Revenue for FY2019 increased 8.6% from $91.7 million in the prior year to $99.6 million, and ahead of

the $97.4 million forecast when Napier Port launched its IPO in July. Strong revenue growth has been

experienced across all three service areas of Container Services, Bulk Cargo and Cruise Services.

Results from operating activities, which excludes one-off items such as the costs of the IPO and fair

value gains, rose by $3.1m or 7.9% from $38.9 million in the prior year to $42.0 million.

Pro forma EBITDA, including an estimate of a full year of incremental listed company costs, increased

9.0% from $37.2 million in the prior year to $40.5 million.

Pro forma NPAT of $19.8 million was 3.2% higher than forecast. The reported statutory lower net

profit result reflects the costs incurred during the IPO and the associated capital restructuring,

including the closing out of the interest swap hedging portfolio. It also reflects higher expenses as

Napier Port invests for growth and builds operational resilience.

1

Pro forma EBITDA and Pro forma NPAT are non-NZ GAAP measures referred to in the prospective financial

information contained in the IPO Product Disclosure Statement and Supplementary Financial Information.

Refer to the Supplemental Selected Financial Information for further information.

2

Results from operating activities is a non-NZ GAAP measure and represents core underlying operating

earnings. It excludes certain income and expenses. Refer to note 25 of the statutory financial statements and

the Supplemental Selected Financial Information for further information.

Chairman Alasdair MacLeod says Napier Port has had a transformative year, through listing on the
New Zealand Stock Exchange, recapitalising the balance sheet for capacity expansion and delivering

results demonstrating strong volume growth.

“We achieved these results while successfully completing our capital raising and sharemarket listing.

This move has seen us welcome more than 9,000 new investors to the Napier Port share register,

including 97% of our employees, and will allow us to extend our near 150-year record of connecting

Hawke’s Bay and the surrounding regions with the people and the markets of the world.”

“We are now well-placed to commence work on the centrepiece of our strategic investment

programme, the new multi-purpose wharf, ‘6 Wharf’ early next year. 6 Wharf will give us the capacity

we need to grow with the region and deliver our customers the efficient and networked supply chain

infrastructure they have come to expect from us,” Mr MacLeod says.

Napier Port Chief Executive Todd Dawson says in Napier Port’s first period as a listed company, the

company has delivered a strong financial performance with cargo volumes and revenue up on the

forecasts set at the time of the IPO.

“Another record apple crop drove an 8.6% increase in apple container volumes, and 1.9% for all

containers, on last year, with the pipfruit industry per hectare production well above the global

average and continuing to intensify. Meanwhile, despite a correction in export log prices in the last

quarter of the year, a record 2.6 million tonnes of logs were handled in the 2019 financial year; which

represents a doubling of log volume over the last three years,” Mr Dawson says.

“As forecast, a strong cruise season saw 22.8% growth in the number of visits in the 2018/2019 season,

with 70 ship calls. This is a major contributor to the regional economy, with Statistics New Zealand

estimating that cruise passengers spent $28.4 million in Hawke’s Bay in the year to June 2019.”

“Container services revenue rose 5.5% from $58.0 million to $61.2 million, while bulk cargo revenue

increased 11.4% from $29.0 million to $32.3 million. Cruise revenue increased from $2.6 million last

year to $3.7 million.”

“In addition to trade volume growth, average revenue per TEU increased by 3.4% in the year from

$218 to $226 per TEU, compared to the forecast of $221 per TEU. This includes tariff increases, income

from additional container services, and charges introduced to recover the costs of infrastructure

investments made to extend capacity and support growth.”

“Other container services – including our Port Pack and off-port depot services – performed ahead of

forecast, albeit down on the prior year due to the loss of a significant depot customer early in the year.

Our team provided exceptional container servicing turnarounds, assisting our container depot

customers to gain market share during the peak export season.”

Bulk cargo revenue growth of 11.4% was driven by the 16.9% year-on-year increase in log export

volumes.

“Operating expenses as a percentage of revenue increased during the year, from 57.6% to 57.9%. This

reflects a boost in staff numbers to build resilience and support growth, however these were higher

than forecast due to the higher cargo volume and higher employee and site entrance safety

improvement costs.”

CAPITAL INVESTMENT AND BALANCE SHEET

The IPO has recapitalised Napier Port’s balance sheet with $110 million of new proceeds raised used

to retire Napier Port’s debt and allow it to fund its strategic investment plan, including 6 Wharf.

In the 2019 financial year, Napier Port invested $17.6 million in capital projects, including additional
refrigerated container capacity and deposit payments on a third tug, Kaweka, which arrived earlier

this month. It also commenced development of its depot services relocation to the off-port container

hub in Thames Street, Napier, and further invested in the detailed design and pre-construction phase

for the 6 Wharf development. Napier Port also invested in replacement paving works, wharf fender

replacements, and container handling equipment.

Napier Port ended the financial year with cash and cash equivalents of $31.2 million, higher than

estimated at the time of the IPO due to spend on a number of capital investment projects being

deferred into the 2020 financial year and working capital gains.

“Supported by these reserves and the new debt facilities we have secured, we believe Napier Port is

well-positioned to execute our development plans. In line with our forecast, the board has declared a

dividend of 2.5 cents per share,” Mr MacLeod says.

The dividend will be fully imputed. The record date for dividend entitlement is 2 December 2019 and

the payment date is scheduled for 20 December 2019.

OUTLOOK

Mr MacLeod says Napier Port’s focus for the new financial year continues to be building a thriving

region through connections with its customers, its people and its community. These efforts will include

the development of a sustainability strategy to respond to global challenges like climate change,

equality and ocean conservation.

“Napier Port remains confident we can deliver on the forecasts we have made for the 2020 financial

year. As we set out at the time of the IPO, we expect our financial results to be underpinned by

container volume growth, log export volumes in line with the results we achieved in the 2019 financial

year, and continued growth in cruise ship visits,” Mr MacLeod says.

Further detail on Napier Port’s financial performance is included in the Annual Report published today,

on the Napier Port websitewww.napierport.co.nz and on the NZX company announcements reporting

platform (www.nzx.com/companies/NPH/announcements).

ENDS

For more information:

Erin Harford-Wright

Senior Communications Advisor

DD: 06 833 4643 M: 027 870 4884

erinh@napierport.co.nz

About Napier Port

Napier Port is New Zealand’s fourth largest port by container volume. We are the main gateway for

Hawke’s Bay exports and operate a long-term regional infrastructure asset that supports the regional

economy. Our strategic purpose is to collaborate with the people and organisations that have a stake

in helping our region grow. View Napier Port’s investor centre:www.napierport.co.nz/investor-

centre/

Conference Call
Napier Port will hold a conference at 11.00am (NZT) today. Those who have not registered for the

call can dial the following numbers and quote the Conference ID number to the operator who will

connect you to the call. However, please allow time for registration for the call with the operator.

Conference ID: 10002510

Conference call numbers:

New Zealand 0800 453 055 Australia 1 800 870 643

Hong Kong 800 966 806 Canada/US 1 855 881 1339

China 4001 200 659 Singapore 800 1012 785

United Kingdom 0800 051 8245 Japan 005 3116 1281

---

BUILDING FOR
THE FUTURE

ANNUAL REPORT – TE PŪRONGOĀ-TAU / 2019

CONTENTS
HIGHLIGHTS 2

CHAIRMAN’S REPORT 4

CHIEF EXECUTIVE’S REPORT 6

CHIEF FINANCIAL OFFICER’S

MANAGEMENT DISCUSSION AND ANALYSIS 9

SETTING OUR COURSE 12

STRATEGIC CHANGE 14

FUNDING

OUR FUTURE 17

CUSTOMER CONNECTION 19

NETWORKED INFRASTRUCTURE 23

BUILDING FOR THE FUTURE 27

HARNESSING DATA AND TECHNOLOGY 29

COLLABORATIVE PARTNERSHIPS 33

CULTURE OF CARE 37

OUR PEOPLE 41

ENVIRONMENTAL, SOCIAL AND GOVERNANCE 43

BOARD OF DIRECTORS 46

SENIOR MANAGEMENT 48

CORPORATE GOVERNANCE STATEMENT 52

OTHER DISCLOSURES 60

CONSOLIDATED INCOME STATEMENT 65

CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME 66

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY 67

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION 68

CONSOLIDATED STATEMENT

OF CASH FLOWS 69

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS 71

TRADE AND FINANCIAL FIVE YEAR SUMMARY 98

INDEPENDENT AUDITOR’S REPORT 99

DIRECTORY 103

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 1

HIGHLIGHTS
687

SHIP

CALLS

2.6

MILLION

TONNES OF

LOG EXPORTS


U P 17

%

3.4

MILLION

TONNES OF BULK

CARGO HANDLED


UP 10.9

%

50

THOUSAND

TEU HANDLED

THROUGH PORT PACK


DOWN 2

%

271

THOUSAND

TEU CONTAINERS

HANDLED


UP 2

%

5.5

MILLION

TONNES OF

CARGO HANDLED


UP 7

%

2 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

HIGHLIGHTS
9,000

+


SHAREHOLDERS

$

5

MILLION

DIVIDEND


2.5 CENTS

PER SHARE

$

99

.6


MILLION

REVENUE


UP 8.6

%

$

28

MILLION

SPENT BY

115,000 CRUISE

PASSENGERS

IN HAWKE’S BAY*

* Statistics New Zealand

70

CRUISE

SHIP CALLS


UP 22.8

%

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 3

CHAIRMAN’S
REPORT

MĀ WHERO MĀ PANGO KA OTI AI TE MAHI

With red and black the work will be complete – referring to traditional kowhaiwhai (weaving inside

of meeting houses) which demonstrates that if everyone does their part, the work will be completed.

Tēnā koutou e ngā kaiwhakarato moni – greetings investors,

I want to begin our report on the 2019 financial year by

welcoming the more than 9,000 shareholders who own

a stake in Napier Port following our initial public offering

(IPO) and the listing of our shares on the New Zealand

Stock Exchange (NZX).

You have not only invested in a major regional

infrastructure asset, you have also bought into the passion,

talent and experience of a highly committed team. Perhaps

more importantly, you have expressed your confidence

in the future of Hawke’s Bay and the wider region.

As a board, we share your conviction.

For almost 150 years, Napier Port has been connecting

Hawke’s Bay and its surrounding regions with the people

and markets of the world. The IPO, capital raising

and sharemarket listing allows us to extend that record

and continue to deliver on our core purpose to build

a thriving region.

The IPO was the culmination of a two-year process

that raised $234 million. Of this, $110 million has been

retained by Napier Port and has been used to repay

debt and provide cash and debt facilities to fund –

among other things – the new multi-purpose wharf,

‘6 Wharf’, at the centre of our development plans.

The new wharf, on which construction will start early

next year, will give us the capacity we need to grow with

the region and deliver our customers the efficient and

networked supply chain infrastructure they have come

to expect from Napier Port.

As we began down the road towards the IPO, Napier

Port and our then ultimate owner, Hawke’s Bay Regional

Council (HBRC), identified the importance of bringing

our community along with the project as a core priority.

Together we engaged extensively with the region

over the 6 Wharf resource consent application.

We supported HBRC’s consultation on the capital

structure of Napier Port, its decision to proceed with

the IPO and its determination to give priority in the offer

to locals, employees and local iwi.

We commend HBRC for its courage, leadership

and commitment to making the capital raising a reality.

It has strengthened our direct links and alignment with

our community and given us the financial capacity

to invest in a way that will also benefit the broader region.

FINANCIAL RESULTS

The results for the 2019 financial year show we

have made a good start as a publicly listed company.

Revenue for the year to 30 September 2019 increased

8.6% from $91.7 million to $99.6 million in the same

period last year and ahead of the $97.4 million we

forecast when we launched the IPO.

Napier Port has benefited from continued growth

in container volumes, ahead of forecast, due in part

to a record export season for apples and increased meat

exports. Bulk cargo volumes, including log exports also

ahead of forecast, have surpassed previous records.

Net profit after tax fell from $17.6 million in the same

period a year ago to $6.8 million, but is ahead of the

$5.6 million we forecast. The lower net profit result

compared to last year largely reflects the costs incurred

during the IPO and our capital restructuring. It also

reflects higher expenses as we invest for growth

and build our operational resilience.

BALANCE SHEET AND DIVIDEND

The IPO has given us a strong balance sheet. Following

the debt repayment, we ended the year with cash and

cash equivalents of $31.2 million. This balance is higher

than our forecast of $20.1 million due to spend on

a number of capital investment projects being deferred

to the 2020 financial year.

Supported by these reserves and the new debt facilities

we have secured, we believe Napier Port is well-

positioned to execute our development plans. In line

with our forecast, the board has declared a dividend

of 2.5 cents per share. The record date for dividend

entitlement is 2 December 2019 and the payment date

is scheduled for 20 December 2019.

4 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

A CULTURE OF CARE
The past year has not been an easy one for our team.

The challenges of pressing ahead with the wharf

development, the capital raising and migrating

to a listed company environment have placed extra

demands on every member of the team.

While we continue to have an unwavering commitment

to health and safety, we acknowledge that this year

the sobering reality is that we have also experienced

a number of incidents and near misses, including two

serious harm injuries. The way our team has handled these

challenges is a testament to our people and what we call

our ‘Culture of Care’.

We have been able to strengthen this commitment with

the Fair Share plan, which was launched with the IPO

and gave our people the opportunity to buy shares in

Napier Port. Now 97% of Napier Port people have a direct

stake in the company. It is a figure that is no doubt the

envy of New Zealand businesses, not least because

it ensures almost the entire team is directly attuned

to what drives value for shareholders.

Todd, the senior management team, and the whole

Napier Port team have put in a mammoth effort and have

delivered an excellent result.

On behalf of the board I thank all our people for their

contribution during the year and their ongoing commitment

to the success of the company.

OUTLOOK

For the new financial year, our focus remains the same:

to continue to build a thriving region through connections

with our customers, our people and our community.

Notably, next year these efforts will include the

development of a sustainability strategy to respond

to global challenges like climate change, diversity

and equality, and ocean conservation.

Napier Port remains confident we can deliver on the

forecasts we have made for the 2020 financial year.

As we set out at the time of the IPO, we expect our

financial results to be underpinned by container volume

growth, log export volumes in line with the results we

achieved in the 2019 financial year and continued growth

in cruise ship visits.

We look forward to providing a further update to

shareholders at our annual meeting in December.

Ngā mihi nui,

ALASDAIR MACLEOD

Chairman

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 5

CHIEF
EXECUTIVE’S

REPORT

Tēnā koutou. Two years ago, I joined Napier Port as CEO,

and during this time we’ve made some fundamental steps

towards building a strong platform for the future of our

company and our region.

A PLATFORM FOR THE FUTURE

On behalf of our Napier Port team, I’d like to thank

our Chairman Alasdair MacLeod, our board and our

major shareholder, Hawke’s Bay Regional Council, for

demonstrating bold leadership and their confidence in

Napier Port over the last year. Together with our new

shareholders, we have set the foundations for our regional

economy to grow for many generations to come.

We worked extensively with our community and invested

in research into our marine environment and our regional

economy. In November 2018, we received our resource

consent for the construction of 6 Wharf – achieved

without any appeal, which is unheard of for port

infrastructure projects of this scale in New Zealand.

Following this, Council consulted Hawke’s Bay people on

how they wanted Napier Port to support funding our future

– receiving a mandate to float 45% of the company on the

NZX. In August, we listed Napier Port and successfully

attracted the investment required to build 6 Wharf

and meet the needs of our region.

Napier Port has served the Hawke’s Bay region for nearly

150 years. Changing the ownership structure of the port

is an intergenerational decision, and took political fortitude

and sound commercial judgement. However, it is just

a small step along the way in continuing to create a long

and exciting future story for Napier Port.

At Napier Port, our purpose has substance for our team

and gets to the heart of what we all want to achieve:

‘Together, we build a thriving region by connecting

our customers, people and community to the world’.

This drives everything we do at Napier Port and sets

the scene for our strategy with a robust and clear direction

for the next ten years.

FINANCIAL PERFORMANCE

In our first period as a listed company, we have delivered a

solid financial performance with cargo volumes and revenue

slightly up on the forecasts set at the time of the IPO.

Another record apple crop drove an 8.6% increase

in containerised apple exports, and a 1.9% in overall

containerised cargo, with the pipfruit industry per hectare

production well above the global average and continuing

to intensify. Meanwhile, despite a correction in export log

prices in the last quarter of the year, a record 2.6 million

tonnes of logs were handled in the 2019 financial year,

which represents a doubling of log volume over the last

three years.

As forecast, a strong cruise season saw 22.8% growth

in the number of visits in the 2018/2019 season, with

70 ship calls. This is a major contributor to the regional

economy with Statistics New Zealand estimating that

cruise passengers spent $28.4 million in Hawke’s Bay

in the year to June 2019.

Container services’ revenue rose 5.5% from $58.0 million

to $61.2 million, while bulk cargo revenue increased

11.4% from $29.0 million to $32.3 million. Cruise revenue

increased from $2.6 million last year to $3.7 million.

In addition to trade volume growth, average revenue per

TEU increased by 3.4% in the year from $218 per TEU

to $226 per TEU, compared to the forecast of $221 per

TEU. This includes tariff increases and charges introduced

to recover the costs of infrastructure investments made

to extend capacity and support growth.

In addition, other container services – including Port

Pack and off-port depot services – performed ahead

of forecast, albeit down on the prior year due to the

loss of a significant depot customer early in the year.

Our team provided exceptional container servicing

turnarounds, assisting our container depot customers

to gain market share during the peak export season.

6 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Meanwhile, growth in bulk cargo revenue was driven
by a 10.9% increase in volume. Average revenue per tonne

was slightly ahead of the prior year and forecast.

Our result from operations in our statutory income

statement, which excludes one-off items such as the costs

associated with the IPO, rose by $3.1 million or 7.9% from

$38.9 million in the prior year to $42.0 million. Operating

expenses as a percentage of revenue increased during the

year, from 57.6% to 57.9%. This reflects a boost in staff

numbers to build resilience and support growth, however

these were higher than forecast due to the greater cargo

volume and higher employee and site entrance safety

improvement costs.

In addition to the one-off $6.4 million of expensed IPO

costs and $7.1 million for the repayment of interest rate

swaps, the bottom-line result also included a one-off $1.1

million non-cash expense for the write down in our joint

venture interest in the Manawatū Inland Port. Manawatū

Inland Port remains a strategic infrastructure asset for

Napier Port in the medium term. Overall, the net profit after

tax of $6.8 million was $1.3 million higher than the forecast.

STRATEGY FOR GROWTH

In planning for our future and bringing our strategy to life,

we are focused on four key areas – customer connection,

networked infrastructure, harnessing data and technology,

and collaborative partnerships.

Over the past five years, Napier Port has invested nearly

$100 million in our infrastructure and equipment to help

build operating capacity and ensure we are well-placed

to handle the region’s growing cargo base.

In the 2019 financial year, we invested $17.6 million in

capital projects, including additional refrigerated container

capacity and deposit payments on our third tug, Kaweka,

which arrived in November 2019.

We commenced development of our depot services

relocation to the off-port container hub in Napier,

and further investment in the detailed design and

pre-construction phase for the 6 Wharf development.

We also invested in replacement paving works, wharf

fender replacements and container handling equipment.

Aligned with this investment was the development

of a draft 30-year Master Plan to set a clear direction

for our asset development plans, ensuring we have the

right infrastructure at the right time for our customers.

With ongoing input from a range of stakeholders, the plan

considers future trade scenarios and changes in the local

and global shipping industry.

Our Master Plan will ensure we are building a port that

is resilient and responsive to our customers’ needs and

that we maximise existing assets that have stood the test

of time for future generations.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 7

Everyone from the sheep farmer docking lambs in Central
Hawke’s Bay to the orchardist growing apples in Pakowhai

is our customer. Our people are connecting with our

customers out on factory floors, driving forestry tracks

and in coolstores, working to understand what their

businesses need from us to make them successful.

Our Commercial team is focused on helping importers

take advantage of Napier Port’s position within the North

Island supply chain, helping to diversify our economy and

lowering the cost for the primary exports flowing through

Napier Port.

Every day, Napier Port uses smart technology to collect

data that helps our customers and our port to function.

We use that data and technology to provide our customers

with more information and to drive more value from

our operations.

As an example, in May we launched an Automated Load

List Reconciliation system that allows every shipping line

calling at Napier Port to validate their own cargo lists.

This has reduced planner administration by 60 hours

per week in our peak season. Maersk is now rolling the

system out to other ports in New Zealand, and potentially

the world. This is a great example of how Napier Port

is leading technology development across ports

in New Zealand for our customers.

Napier Port is an important player in the regional supply

chain, but it’s just one cog in the machine that keeps

our economy revving. We need to foster collaborative

partnerships with others to get things done. This includes

working with local government entities on how existing

industrial land should be managed and where future

industrial land could be located, and where investment

is needed in the rail and roading networks to support

growing cargo volumes.

We are working with log exporters to improve the flow

of logs to the port and ease congestion on our wharves.

This has included implementing a log allocation model and

partnering with industry on the development of a forest-to-

ship industry working group focusing on improving the log

export supply chain.

We are also working with mana whenua and community

groups on how we can strike the right balance for a

growing economy and have convened a Mana Whenua

Steering Komiti. The Komiti, representing 15 local

marae, hapū and mana whenua groups, is developing

a unique Marine Cultural Health Programme to support

environmental monitoring during our 6 Wharf construction

programme. We’re also working with local community and

industry fishing representatives through our Fishing Liaison

Group to monitor, measure and reduce any impact on fish

stocks or fishers from port activities.

VALUING OUR PEOPLE

Finally, Napier Port would not have achieved all it has over

the last financial year without the talented team who keep

our operations running 24/7, develop our port infrastructure,

navigate our customer cargo to safe waters and ensure

smart commercial decisions are made.

In particular, I would like to acknowledge the huge

contribution of General Manager – Container Operations,

Warren Young, who after 21 years of service, has

announced his retirement. Warren’s knowledge of the

business and ability to build relationships will be missed,

but the successful team he has built and his significant

legacy will live on at Napier Port.

Napier Port’s strategy sits on a foundation of our Culture

of Care – it guides how we look after our people, our

customers, our community and our shareholders.

I am proud of the dedication of our team to our region

and what we do at Napier Port. Our people have always

given more than 100%, but their true commitment to the

company was demonstrated when almost the whole team

bought shares in Napier Port. They are now more invested

than ever in the future of Napier Port and doing their part

to get the results we are all striving for.

We are committed to ensuring our people feel their safety

and wellbeing are valued by the company, and following a

number of serious incidents this year we have refreshed our

health and safety strategy to put more focus on critical risk

and assurance activities. We’ve also set a clear health and

safety standard for other companies working on our port,

with the establishment of our Licence to Operate contract.

LOOKING FORWARD

Now we have reflected on what’s been accomplished,

it is time to look forward to what the next year will bring.

In early 2020, we will commence construction on 6 Wharf.

It is a large project that will require careful planning,

environmental management and community engagement.

We are working to ensure we minimise impacts on the

marine environment, local traffic flows and neighbourhood

noise. The two-year project will further unlock our potential

to serve our customers and grow the region’s economy.

Also in the pipeline for 2020 are a number of new

strategic projects that will help deliver on our purpose: the

integration of 6 Wharf into our operations, the completion

of our second off-port site at Thames Street, and further

utilisation of our data and technology capability to benefit

our customers.

We will be continuing to build on our recently developed

Sustainability Framework to ensure we leave a positive

legacy for future generations. Over the next 18 months

we will develop a sustainability strategy incorporating

United Nations Sustainable Development Goals. This will

guide our local response to global issues, improve the

diversity of our workforce and enhance environmental

outcomes. I’m looking forward to the year ahead and

seeing what we can do together to ensure our beautiful

and productive region prospers.

Nakū noa, nā

TODD DAWSON

Chief Executive

8 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CHIEF FINANCIAL OFFICER’S
MANAGEMENT

DISCUSSION

AND ANALYSIS

OVERVIEW

Napier Port has had a transformative year, delivering

results in key financial metrics ahead of the forecasts

made at the time of our IPO. Revenue has grown by 8.6%

and while statutory net profit has decreased by 61.0% to

$6.8 million due to IPO and capital restructuring costs,

underlying operating performance, as represented by the

7.9% increase in the result from operating activities to

$42.0 million, has also grown to record levels.

Our balance sheet has been transformed by a net capital

injection of $110 million and by welcoming more than

9,000 new shareholders. At financial year-end, Napier Port

was debt-free and holding $31.2 million in cash and cash

equivalents in preparation for the commencement of the

6 Wharf construction project.

In conjunction with this annual report, Napier Port

has released Supplemental 2019 Trade Volume Data,

Supplemental Selected Financial Information with

comparisons to forecast financial information, and an

annual results presentation that together provide further

trade and financial information, comparisons to forecasts

published in July 2019 as part of the IPO process, and

form part of our 2019 reporting suite of information for

investors. All documents are available at the investor centre

at napierport.co.nz.

REVENUE

Revenue of $99.6 million increased by 8.6% from the

prior year and was driven by both growth in volumes and

average revenues per unit across container services, bulk

cargo, and cruise services. The revenue result was 2.3%

ahead of the $97.4 million forecast for the year.

Container services revenue of $61.2 million was 5.5%

higher than the prior year, and 2.8% higher than forecast.

Container services’ combined import and export trade

volume of 267,000 TEU was 3.2% higher than 2018

and 2.5% higher than the forecast for the year. Combined

with fewer discharge, load and restows (‘DLRs’ or ‘other

container movements’) the total container volume

of 271,000 TEU was1.9% ahead of the prior year and

0.7% ahead of forecast.

Higher export volumes were driven by a record export

season for apples, increased meat exports and decreased

canned food and other food exports. Missed vessel calls

due to weather events and shipping service changes

contributed to lower container vessel calls than forecast.

Container services’ average revenue per TEU increased

by 3.4% compared to the prior year as a result of growth

in revenue from container storage and reefer container

services, and charges introduced to recover the cost

of infrastructure investments.

Bulk cargo revenue of $32.3 million was 11.4% higher

than the prior year and 2.2% higher than forecast.

Bulk cargo total volume of 3.4 million tonnes was 10.9%

higher than the prior year and 0.7% higher than forecast

for the year. Log volume of 2.6 million tonnes grew by

16.9% compared to 2018 and was 3.2% higher than

forecast, despite a sharp correction in international

export log prices in the last quarter of the year.

Other exports were lower than forecast due to fewer

exports of bulk timber and lower tallow volumes,

among other smaller categories.

Bulk cargo average revenue per tonne increased by 0.5%

compared to the prior year and was 1.5% higher than

forecast due to a higher number of vessel calls.

The 70 cruise vessel calls for the 2019 financial year were

in line with forecasts and represented 22.8% growth in

calls compared to 2018. Cruise revenue increased by

46.1% to $3.7 million, which was 4.1% ahead of forecast.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 9

EXPENSES
Operating expenses grew by 9.1% to $57.6 million, with

employee benefit expenses increasing 11.8% and other

operating expenses increasing 10.7%. The increase in

employee benefit expenses was attributable to greater

staff numbers, pay rises, increased employee leave

costs, and additional costs associated with becoming a

listed entity such as $0.3 million of share-based payment

expense for the Fair Share employee share ownership

plan. Other operating expenses increased compared to

2018 due to consultancy costs relating to port master

planning, incremental listed company costs, seismic

testing and site entrance safety improvements.

Compared to forecast and allowing for classification

differences in reported results compared to forecasts,

operating expenses (excluding IPO transaction and

related costs) were $1.5 million higher than forecast with

employee benefit expenses comprising $1.1 million of this.

The result from operating activities increased by 7.9%

to $42.0 million, albeit representing a slight decrease

as a percentage of revenue from 42.4% to 42.1%.

Adjusting for classification changes in IPO costs in the

forecast income statement

1

, the result from operations

was $0.7 million or 1.8% higher than forecast.

Depreciation, amortisation and impairment expenses

increased by $1.2 million to $12.2 million, and were 4.2%

higher than forecast, as additional assets commenced

being depreciated and a review of residual values for

marine floating plant during the year resulted in an

increase in depreciation of $0.5 million compared to 2018.

IPO transaction and related costs of $6.4 million were

less than the forecast of $7.3 million because of the

eventual split of total IPO costs between the income

statement and equity. This resulted in a lower portion

of the total IPO costs being recognised in the income

statement.

The share of loss and impairment of investment in our joint

venture was $1.1 million, compared to $0.1 million in the

prior year, as the Group’s interest in the Manawatū Inland

Port joint venture was considered impaired and written

down during the year.

Net finance costs increased to $10.4 million compared to

$4.1 million in the prior year due to the costs associated

with the capital restructuring, particularly $7.1 million

of costs for closing out the interest rate swap portfolio,

which was $0.5 million higher than forecast.

Income tax expense decreased by $1.7 million compared

to the prior year due to lower profits. However, due to

non-deductible expenses related to the IPO transaction

and the joint venture impairment, the effective tax rate

was 43% during the year compared to the statutory

and prior year effective tax rate of 28%.

Net profit for the period attributable to the shareholders

of the company of $6.8 million was 61% lower than

the prior year result of $17.6 million but ahead of the

$5.6 million forecast.

CAPITAL EXPENDITURE

Capital expenditure of $17.6 million was $7.4 million less

than forecast, the majority of which is due to deferred

spend on work in progress projects and replacement

capital spend deferred and expected to be completed

during the 2020 financial year.

CASHFLOW

Cashflow from operating activities increased 3.4%

to $29.3 million from the prior year, and after deduction

of $5.6 million in IPO transaction costs. This resulted from

the improved operating result, lower net finance costs,

lower current income tax payments and an improved

working capital position.

As a result of the IPO capital raising and restructuring,

including the repayment of outstanding debt and interest

rate swaps and capital payments to the previous 100%

shareholder HBRIC, and after transaction and debt raising

costs, a net $19.5 million of financing cashflow was

received during the period.

After the application of operating cashflow to capital

expenditures and cash inflows from financing,

Napier Port ended the 2019 financial year with no debt

and $31.2 million in cash and cash equivalents ahead

of the $20.1 million forecast.

1

See Note 26.1, Comparison to Prospective Financial Statements,

within the Consolidated Financial Statements

10 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

LENDING FACILITIES
As part of the capital restructuring, we successfully

refinanced and increased our banking facilities to $180

million during the year. This provided the financial capacity

required to continue with our future capital investment

programme, and in particular, the 6 Wharf development.

We welcome ICBC (NZ) and ICBC (Asia), joining

Westpac, with whom we have a long-standing business

relationship, as our banking partners going forward.

The new facilities have maturities of four to five years

that extend well beyond the planned construction period

of 6 Wharf.

BALANCE SHEET

At the end of the financial year the Group had total

assets of $371 million, including $31.2 million of cash

and cash equivalents and $339.9 million of property,

plant and equipment and other assets, which were funded

by $335.5 million of equity balances and $35.6 million

of current and non-current liabilities.

Compared to the forecast, the property plant and

equipment balance is $9.1 million lower principally due to

the timing of expenditure on capital projects compared to

the forecast assumptions. Trade and other receivables are

$1.7 million lower than forecast due to the timing of revenue

and collections. As a result of these, the cash and cash

equivalents balance is $11.2 million higher than forecast.

DIVIDEND

In accordance with the forecast at the time of the IPO

the Board has, subsequent to the balance sheet date,

approved a fully imputed dividend of $5 million (2.5 cents

per share), payable on 20 December 2019 to those on the

share register at close of business on 2 December 2019.

LOOKING FORWARD

The Group is working towards commencing construction

for the 6 Wharf development and dredging project.

The proposed development is a material investment

for the Group and will result in a strategic asset for

Napier Port and the local economy.

From a capital and financing point of view, we are well-

positioned to fund this project and support the continued

growth of our region.

KRISTEN LIE

Chief Financial Officer

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 11

CUSTOMER
CONNECTION

We are committed to developing close

customer relationships that help us to identify

opportunities to deliver innovative logistics

solutions and integrate us into our customer

supply chains, with our business model

extending beyond the port gates. We’ll use

the insights gained from these connections

to inform our investment decisions, both

on and off the port.

Achievements:

• Handled record 70 cruise vessels

• Increased Commercial team capacity

• Commenced customer insight programme

• Implemented log yard allocation model

NETWORKED

INFRASTRUCTURE

We are working to connect our customers’

cargo to market with an established and

growing infrastructure network, operating

as an integrated and intelligent system.

We intend to enhance our reach across our

catchment area and provide opportunities

to develop further customer solutions,

including our Thames Street depots

and Whakatū land holding.

Achievements:

• Secured funding for 6 Wharf and signed

contract with HEB Construction

• Expanded marine fleet with third tug

• Launched draft 30-year Master Plan

• Completed Thames II depot to move

container wash and pre-trip services

off port

• Launched B-double truck trial to increase

efficiencies

OUR FOCUS

OUR FOUNDATION

CULTURE OF CARE

Support our strong and resilient culture which encourages care for our people, the local community and the

environment. This ‘Culture of Care’ is the foundation of our strategy and is pivotal to achieving our goals.

SETTING

OUR COURSE

Our strategy drives everything we do at Napier Port: how we manage our assets, how we provide

innovative solutions to our customers, and how we operate within our community and environment.

In 2018, we carried out a robust strategic process to set ourselves up for the challenges and opportunities Napier Port

could face over the next ten years. The last 12 months have been about setting the foundations for success: developing

and testing plans for our assets and our business and ensuring we can fund those plans. The next two years will see

us starting to deliver on key projects, such as 6 Wharf, and building our capabilities to achieve our vision for the future.

PURPOSE

TOGETHER, WE BUILD A THRIVING REGION BY CONNECTING

OUR CUSTOMERS, PEOPLE AND COMMUNITY TO THE WORLD.

12 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

OUR FOCUS
OUR FOUNDATION

HARNESSING DATA

AND TECHNOLOGY

We are focused on capturing data from

customer supply chains and operations to

deliver productivity gains for customers and

Napier Port, and on developing innovative

technologies that create efficiencies for our

customers and our port operations.

Achievements:

• Integrated Load List Reconciliation

• Automated twist lock location process

• Collaborated with WPI on damages

reporting mobile app

• Launched Reefer Care technician app suite

to improve data visibility

• Developed mobile app to synchronise

vessel plans across stevedores, crane

and heavy plant operators, and eliminate

paperwork

COLLABORATIVE

PARTNERSHIPS

We want to develop collaborative

partnerships with people and organisations,

particularly those within the Hawke’s Bay

region, with shared interests and aspirations

to support our efforts to build a thriving

region. We are committed to supporting

our local community and the environment.

Achievements:

• Established Mana Whenua Steering

Komiti and Fisheries Liaison Group

• Implemented minimum Safety Protocols

• Developed Licence to Operate with

tenants and contractors

• Partnered with local government

on regional planning forums

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 13

STRATEGIC CHANGE
At Napier Port, we understand our role in the region and within the national transport network.

We know that by supporting a thriving regional economy, and by actively growing regional outcomes,

our community, our country and our shareholders benefit.

A new Strategy and Innovation team has been established

to turbo-charge Napier Port’s ability to achieve that strategy.

New General Manager – Strategy and Innovation,

Andrea Manley, joined the port this year to drive strategic

projects forward – projects that will see us partner with

our customers on smart solutions, maximise the ocean

of data we collect every day and deliver technology

innovations that make our supply chain run efficiently.

Getting a deeper understanding of our customers’

needs is a key focus over the next year. Our Commercial

team is embarking on a customer insights programme

with surveys, interviews and more time spent ‘in’ our

customers’ businesses. Those insights will be fertile

ground for shared supply chain solutions – solutions

that cultivate tangible outcomes for our region.

Working together with our customers to develop supply

chain solutions is key to keeping our region connected

to the world. We are already innovating within our gates

– the next step is to go beyond that to make the supply

chain, from start to finish, as efficient as possible.

Image: HEB Construction CEO Derrick Adams and Napier Port CEO

Todd Dawson at the 6 Wharf site, after signing the construction contract.

14 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DRIVING STRATEGY
AND INNOVATION

Andrea Manley comes to Napier Port with strong

experience in supply chain management, from leading

a supply chain to providing supply chain services. Her

experience in the mobile industry and in driving tech

solutions for supply chains means she’s ideally placed

to lead Napier Port’s new Strategy and Innovation team.

Andrea’s career started at New Zealand Aluminium

Smelters near Bluff and it has taken her all around

New Zealand and across the globe. Most recently,

she was Supply Chain Manager for Goodman Fielder,

which produces a range of brands including Ernest

Adams, MeadowFresh, Yoplait, Molenberg, and Vogels.

She’s also spent time at logistics company Kotahi,

Vodafone, Montana Wines, Alcatel-Lucent

and GlaxoSmithKline, as well as tech start-ups

Onezone and Supplynet.

At Napier Port, she will lead Napier Port’s strategic

programme – ensuring the delivery of strategic projects

that will ready Napier Port for the future. Those projects

include Napier Port preparing for the operation of

6 Wharf, exploring off-site opportunities such as the future

of land holdings in Whakatū, and the commercialisation

of Napier Port’s technology innovations.

Andrea is very clear about what she and her team need to do:

“The global port industry is changing rapidly and

Napier Port is uniquely placed – it’s large enough to have

the economies of scale to invest in innovation that can

be industry-leading but small enough that it’s still

nimble and able to adapt quickly. It’s our job to create

an environment where we can see the opportunities

and have the capability to take advantage of them.”

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 15

16 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

FUNDING
OUR FUTURE

Over the last two decades, Napier Port has experienced

steady growth, incrementally building our capability

alongside the increasingly productive primary sector

of the region we serve.

In 2015, it became clear that Napier Port was reaching capacity

for the number and size of ships it could accommodate,

constraining our customers’ ability to get their products to market.

It was evident that ensuring the region’s importers and exporters

retained access to competitive shipping options would require

significant infrastructure investment.

At that time, Napier Port was 100% owned by Hawke’s Bay

Regional Council (HBRC) on behalf of the region’s people,

who valued local ownership of the port.

After extensive consultation, Council voted to sell 45% of its

stake in the company through an Initial Public Offering (IPO)

on the NZX, to raise the funds needed to secure the future

of the port and the region’s economy.

Council wanted to ensure the best local participation

possible, so made priority share offers to local residents,

eligible iwi entities and Napier Port employees, together

with offering shares to the open market through broker firm

and institutional offers.

In July 2019, the priority offer opened and was over-

subscribed, with nearly 8,000 local residents and ratepayers

investing in Napier Port – two-thirds of whom had never

invested in shares of any kind before. Several iwi entities

invested and 97% of Napier Port’s employees took up shares,

many with the assistance of a Fair Share employee share loan

aimed at encouraging employee participation and engagement.

The successful capital raising was a vote of confidence in the

future of Napier Port and a demonstration of the important role

we play in the region.

On 20 August, Napier Port listed on the NZX. As just the

second company to list in an IPO in 2019 and among the largest

in recent years, the listing was much anticipated and attracted

strong interest.

The share float raised $234 million for the region, including

$108 million earmarked for a future fund to enable Council

to reinvest on behalf of ratepayers.

Being a listed company has set the platform for Napier Port’s future

growth, including paving the way for the construction of 6 Wharf.

As a listed company, Napier Port now has many new stakeholders,

as well as many existing stakeholders who are more invested than

ever in the future of the port.

While the number of people invested in our future has increased,

the direction remains the same. We will continue to deliver a strong

strategy to support our region’s economy to thrive; and in doing so,

all our customers, our shareholders, our team and our community

will prosper too.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 17

Image: Napier Port’s General Manager – Commercial ,David Kriel, on the orchard
with Bostock New Zealand’s John Bostock. As an organic grower, Bostock utilises

baleage to control weeds and retain soil moisture on orchards across Hawke’s Bay.

18 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CUSTOMER
CONNECTION

Customer Connection is all about strengthening our ties with the growers, manufacturers, retailers

and tourism businesses who keep our port and our region humming. That means getting to know their

business inside out – to understand what matters to them, what drives their business, and how every

element of their supply chain works.

Part of that is developing closer customer relationships

that help us identify innovative solutions. Our business

model extends beyond the gate and integrates with our

customers’ supply chains. Armed with deep and rich

insights into our customers and their logistics, we are

focused on working alongside them to deliver greater

efficiencies and value for their business.

SUPPORTING BOSTOCK

TO SUCCEED GLOBALLY

Napier Port is playing a key role in Bostock New Zealand’s

bid to become a global leader in the organic produce

trade. Already the largest organic apple producer

in New Zealand and a pioneer in sustainable growing

practices, Bostock is well-placed to take advantage of

growing global demand for organic produce, specifically

organic onions. Demand for organic onions is huge around

the world, particularly in Europe where limited domestic

production increases demand for New Zealand products.

Earlier this year, Bostock’s first export of organic onions,

also a New Zealand first, arrived in Europe after departing

Napier Port. The Bostock team was in Europe at the time

and able to take delivery of the same high-quality product

that left New Zealand’s shores six weeks prior. Napier Port

is an integral link in Bostock’s customer supply chains

and committed to supporting their innovative onion

and organic produce export goals.

RECORD APPLE EXPORT SEASON

New Zealand apple orchards are seeing record yields

well above the global average, and as the country’s main

pipfruit producing region, Hawke’s Bay is continuing to set

record harvest volumes. Napier Port works hard to deliver

a fast and efficient export gateway for these high-value,

perishable products. This season, Napier Port surpassed

total apple export numbers from last year, handling over

25,977 TEU compared to last season’s total volume

of 23,627 TEU.

Napier Port has close and collaborative relationships

with our apple growing partners in the region, and strong

strategic plans in place to support the industry’s forecast

growth. With approximately one million apple trees

expected to have been planted in New Zealand in 2019,

and at least two-thirds of those plantings in Hawke’s Bay,

apple harvest volumes are set to grow in the future.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 19

ACCELERATING LOG EXPORTS
Hawke’s Bay is a key player in New Zealand’s forestry

industry and has made strong gains across its log harvest

volumes in recent years. This year saw our forestry

customers export a record 2.6 million tonnes through

Napier Port, a 16.9% increase from the 2.2 million tonnes

exported in 2018. This represents a doubling of volume

over the last three years, and forestry harvests throughout

New Zealand are expected to further increase over the

next five years.

Napier Port works alongside our log exporters throughout

the year, and new initiatives such as the implementation

of a log allocation model and establishment of a forest

to ship industry working group have proven positive

for our forestry customers and stakeholders.

GROWING DEMAND FOR CRUISE

Napier is regularly voted one of the best ports of call

in New Zealand by cruise ship passengers, and demand

for the city as a destination is continuing to grow.

Napier Port welcomed 70 cruise ships and over 115,000

cruise passengers in the 2018/2019 season, with ship

calls forecast to increase to approximately 87 for the

2019/2020 season.

Napier Port makes a real point of working closely with

our cruise partners, including cruise lines, Hawke’s Bay

Tourism, the Napier i-SITE Visitor Centre, tour operators

and local businesses, so that together we can offer

a high-quality, end-to-end experience for those visiting

our region via cruise ship.

DELIVERING VALUE FOR IMPORTERS

Napier Port has been working collaboratively with

importers such as Big Save Furniture, local business

associations and local government to attract other

importers. As a result, our import customers have

reduced their costs by taking advantage of the shipping

lines’ desire to bring full containers into Napier Port

(rather than the empty containers required to supply

the region’s export demand).

MEET OUR COMMERCIAL TEAM

Our Commercial team represents the voice of our

customers at Napier Port. They are passionate advocates

for nurturing engagement and collaboration as they work

with customers to help achieve their goals.

Napier Port is making good on our commitment to

customer connection through investment in our customer-

facing Commercial team over the last year, with the

addition of new Business Development Manager Dominic

Sutherland and Commercial Coordinator Amba Foster-

Miles. Joining General Manager – Commercial David Kriel

and Business Development Manager Andrew Palairet,

the team brings a wealth of knowledge and skills to the

table and are well-positioned to deliver a rich customer

service and foster deeper customer relationships.

MANAWATŪ INLAND PORT

In partnership with Ports of Auckland and Hall’s Group,

Napier Port has developed a 1.9-hectare container

yard and 2,170 square metre warehousing facility at the

Manawatū Inland Port. Located in the logistics epicentre

of the lower North Island, the model of the Manawatū

Inland Port has been designed to reduce time to clear

imports and exports at Ports of Auckland and Napier Port.

With a range of services available including Ministry

for Primary Industries inspection, cross-dock facilities,

dry storage, packing and unpacking facilities, fumigation

and container repair, this one-stop shop will create greater

efficiencies for our customers and also help to alleviate

congestion at busy seaports.

PRIORITISING OPPORTUNITIES

THROUGH INSIGHTS

Open channels of communication and opportunities

for sharing feedback are crucial to the success of

any close relationship. Napier Port aims to develop

our partnerships and gain insights from customers by

soliciting their input and views through a variety of ways,

including online surveys, in-depth interviews, and ongoing

customer engagement. These customer insights provide

an important benchmark for identifying improvements

and prioritising opportunities.

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NETWORKED
INFRASTRUCTURE

Napier Port is working hard to build a seamless supply chain between our customers and international

markets. That means examining not only the port infrastructure our customers need, but the freight hubs,

the coolstores, the factories, and the road, rail and sea links that connect them together.

PLANNING FOR GROWTH

This year, Napier Port developed a comprehensive Master

Plan that provides a blueprint for how we invest and

develop infrastructure such as buildings, equipment, roads

and rail over the next 30 years.

The preliminary plan was developed in line with

international best practice and considers a range of future

trade scenarios, changes in the shipping industry, and

the needs of our customers and community. We engaged

with a wide range of stakeholders, from cargo owners and

shipping lines, to transport firms and KiwiRail, alongside

our people, local councils and our port neighbours.

The Master Plan sets out a number of options for

addressing growth in a sustainable way. The process

confirmed the need for a sixth wharf, inland freight hubs

and a new tug to support growth; however, whether we

pursue other options will depend on actual trade volumes.

The options we do go forward with will be pursued

in line with our sustainability strategy and four objectives

of the Master Plan:

OPTIMISE

Maximise productivity with the existing land

and infrastructure we have.

GROW CAPACITY

Even with greater efficiencies, additional port

capacity will be needed to service cargo growth.

PARTNER

Work with key stakeholders to achieve

our objectives.

PRESERVE

Ensure we protect and improve

our environment as we grow.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 23

EXPANDING THE MARINE FLEET
Napier Port’s marine fleet grew significantly this year with

the purchase of a third tug. The Azimuth Tractor Drive

(ATD) Tug 2412 Twin Fin was purchased from Dutch

company Damen Shipyards Group in March and sailed

into Napier Port in early November. Just 24 metres in

length but with 72 tonnes of bollard pull, the tug will

deliver the right combination of power and compactness.

In consultation with local iwi, the tug was named Kaweka

after the mountain range that surrounds the harbour west of

Napier Port. This boost to our fleet will improve our ability to

service vessels (including larger vessels), reduce congestion

and delays, improve berth availability and maintain full marine

services if one of our other two tugs is out of service.

AGILE INLAND HUBS

The added capacity of our inland hubs in the Thames

Street industrial zone is providing flexibility as space on-

port is reconfigured to allow for the construction of

6 Wharf. From 2020, container wash and pre-trip services

will be relocated to our empty container depots at

Thames Street – Thames Street I and Thames Street II.

Six container towers have been installed at Thames Street

II, and will provide power to 144 refrigerated containers,

ready for our export customers to use.

A 12.3-hectare land holding in Whakatu provides a number

of options for sustainable development. Over the next

few years, Napier Port will explore these options in detail

and develop a preferred strategy for the future of this site.

PUTTING WHEELS IN MOTION

The first truck capable of carrying four 20-foot or two

40-foot containers took to the road between Napier Port

and our Thames Street depots in August this year.

A New Zealand first, the 29-metre-long, five-axle B-train

was developed for Napier Port by partners Trackaxle

and TERNZ Transport Research.

The vehicle is part of a trial that, if successful, could

generate major productivity improvements, reduce the

number of trucks on the road and lessen road noise

for those living along our transport routes.

RAIL CONNECTIONS

Napier Port recognises the environmental and community

benefits of rail-based distribution, particularly for those

living near the port and our transport corridors, as we

grow. We are working with KiwiRail and our customers to

explore mutually beneficial ways to use more rail where it

is commercially viable and can deliver strong connections

for our customers. Rail-based distribution also has a

potential role to play as we develop our off-site depots.

The recent $1 billion boost from Government to KiwiRail,

which will see further investment in rolling stock and a

range of rail projects, provides opportunities to improve

rail’s economic viability and reliability for our customers,

and to make the supply chain more efficient

and sustainable.

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BUILDING
FOR THE

FUTURE

26 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

BUILDING
FOR THE

FUTURE

Napier Port is working hard to bring 6 Wharf into operation

by the end of 2022. A major construction project, the sixth

wharf will cater for the increase in vessels calling at Napier

Port, the forecast growth in cargo, and the larger ships

expected to call here.

6 Wharf will be a multi-purpose 350-metre wharf along

the northern face of our existing container terminal.

With funding for the project secured, we have engaged

HEB Construction as the lead contractor and begun

preparing the site for development.

Over the last three years, Napier Port has been dedicated

to ensuring the project has minimal environmental impact

and is committed to managing against any potential

adverse effects throughout construction and dredging.

We invested in a large body of scientific research on

Hawke’s Bay’s marine environment to ensure the project

was the best it could be for the environment. Throughout

the project, we’re also working with key stakeholders

and following comprehensive and best practice

management plans to protect the environment.

BUILDING OUR CAPABILITY

General Manager – Infrastructure Services Michel de Vos

and Capability and Cruise Manager Bruce Lochhead are

working hard to ensure 6 Wharf is delivered successfully

and will build capacity at Napier Port.

Michel de Vos has spent the last five years leading the

team who designed the wharf structure and dredging

programme. He oversaw the development of the

project’s environmental protections and community

engagement, two key factors in our successful application

for resource consent.

Bruce Lochhead is working on integrating the operation

of 6 Wharf into Napier Port’s current container terminal

and marine processes to ensure we have the right

elements in place to maximise the benefits for our region.

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HARNESSING
DATA A N D

TECHNOLOGY

Aligned with the rapid pace of technological innovation, Napier Port is operating in an increasingly

data-driven environment. Information represents a significant opportunity for adding new value

to our business, as well as our customers’ businesses. With the access to and use of big data growing,

a key focus of our strategy is to capture, store, connect and analyse data to create efficiencies

for our operations and deliver greater value for our customers.

Napier Port’s IT infrastructure has been implemented

to enable agility and enhance our capability to identify,

test and ultimately invest in innovations. Our culture

encourages people to innovate, develop their own

skills and reach out across the world to connect with

like-minded partners. With this foundation we have

developed a number of leading technologies that

benefit our customers.

AUTOMATION IN ACTION

Over the past two years, Napier Port has collaborated with

shipping lines to improve load list reconciliation through

automation. Previously, the reconciliation process saw

Napier Port and shipping line planners manually comparing

data until both container lists matched.

Since May, all shipping lines calling at Napier Port have

been added to the Automated Load List Reconciliation

system. This allows shipping lines themselves to validate

vessel loading is the same as the bookings made by cargo

customers. The new system has reduced our ship planning

administration by 60 hours per week in the peak season.

Maersk is now rolling this system out to other ports in

New Zealand, with further plans to roll out internationally.

OPTIMISING OUR SYSTEMS

Napier Port is continually exploring opportunities to

optimise our systems and enable future automation across

the business. Earlier this year, Napier Port developed a

software solution that automatically assesses the position

of a container on the ship and identifies visually on screen

whether a container requires a twist lock. Twist locks are

used to hold specific containers in place on a container

vessel, depending on their position. This new automation

process removes all manual administrative input that

previously determined the containers that required twist

locks, saving 30 minutes for every vessel.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 29

COLLABORATING TO DEVELOP
INTELLIGENT DATA SOLUTIONS

Napier Port is focused on getting our customers’ products

to market in pristine condition and is investing in solutions

that do just that. In collaboration with exporter Winstone

Pulp International (WPI), we developed an app that

allows our people to photograph and report product

and packaging issues using their mobile device, with the

data immediately integrated into WPI’s system. The new

mobile app means WPI can trace where any damage

occurs in their supply chain and proactively work to

reduce it. The application automates the reporting

so WPI receives consistent and accurate data, eliminating

the former two-hour manual administrative process.

This bespoke digital solution provides WPI with greater

quality control oversight and ultimately improves their

operational efficiencies.

IMPROVING EFFICIENCIES

Napier Port has been focused on improving the

operational efficiencies around our refrigerated container

(reefer) exports, which are high-value cargo to global

shipping lines. We have developed a suite of reefer

care mobile apps that improve the visibility of data and

automate several manual processes for our Reefer Care

technicians, including container preparations (pre-trip),

shipside plugging and unplugging; receiving and delivery

plugging and unplugging, reefer monitoring, and reefer

charting. These innovations have increased productivity

across our reefer services and reduced the workload

of our people.

AUTOMATION ALLOWS GREATER

FLEXIBILITY FOR CUSTOMERS

Napier Port will soon launch an in-cab application for

crane operators, shipside heavy forklift operators and

stevedores that automates the processes for container

vessel exchanges. This improvement will extend the

container acceptance window for our customers and

allow planning to be more dynamic and responsive to their

needs. In addition to providing greater flexibility for our

customers, the new process will eliminate paper-based

processes altogether and reduce Napier Port’s paper

consumption by 2.5 tonnes a year.

RESOURCING FOR A DIGITAL FUTURE

The Information Technology (IT) team is growing

in alignment with our strategic focus of harnessing

data and technology. Recent changes have seen the

introduction of a new Software and Data Manager

role, and the transition of two outsourced roles –

IT Infrastructure Manager and Senior Developer –

to Napier Port people. With such an emphasis placed

on innovation, we are proactively integrating data

and data-driven solutions across the business.

REAL-TIME DATA

We’re understanding more about our marine environment

than ever before, thanks to new technologies deployed in

the harbour. Through our solar-powered monitoring buoys

and gauges, we’re collecting real-time data on water

clarity, temperature, currents, tides, and wave height.

This information gives us a strong picture of the health

of the harbour and the mauri (life force) of Pania Reef,

and allows us to respond quickly to changing conditions

in the harbour.

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PETER FRIZZELL
This year marks 50 years since Napier Port’s hydrographer,

Peter Frizzell, began working in the marine environment

surrounding the port. Pete’s role is critical to ensuring

Napier Port can operate and grow – mapping the shifting

sea floor and vital shipping channel, planning dredging

campaigns, collecting data about weather, tides and the

clarity of Hawke Bay’s water. Pete generously shares

his vast knowledge with the Infrastructure team to help

protect the environment and plan infrastructure projects,

as well as heading out weekly in our survey boat to maintain

monitoring bouys.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 31

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COLLABORATIVE
PARTNERSHIPS

Collaboration is at the heart of everything we do – every day we work with our customers,

business partners, regional agencies and our community to build a thriving region. By working

together, we can add value to the community and the environment we operate in sustainably.

PARTNERING ON SOLUTIONS

Napier Port is focused on building partnerships with like-

minded organisations to provide innovative solutions to our

customers, including supply chain infrastructure.

In line with our focus on collaborative partnerships, we are

searching out innovative ways to fund, deliver and manage

future infrastructure projects. We have strategically

purchased 12.3 hectares of industrial land at Whakatū for

a future off-site facility and we are currently investigating

options, including collaborative partnerships with

suppliers, for its development over the next decade.

IN PARTNERSHIP WITH STAKEHOLDERS

As we grow, we are committed to taking others with us.

As part of the 6 Wharf project, we have established the

Mana Whenua Steering Komiti (pictured), which includes

15 representatives from different marae, hapū and

mana whenua entities. The Komiti will play a vital role

in protecting, monitoring and assessing the cultural

health of the marine environment, particularly Pania Reef,

during the 6 Wharf project. Together, we are developing

the Marine Cultural Health Programme, which, along

with our own environmental monitoring, will ensure our

planned dredging operations are not adversely affecting

Te Matau a Māui.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 33

We also work closely with the local fishing sector –
both commercial and recreational – who have a strong

interest in maintaining the health of the harbour and the

flora and fauna that live within it. To that end, we have

established the Fisheries Liaison Group (pictured, top left),

a committee of 12 commercial and recreational fishers,

divers and Napier Port representatives led by Environment

Court Commissioner Eileen von Dadelszen. The group

meets quarterly and has provided input into management

and monitoring plans to minimise potential risks to water

quality, fisheries and fishing stock as a result of disposal

and dredging.

BUILDING AN EFFICIENT SUPPLY CHAIN

Arterial routes, rural roads, rail lines, freight hubs,

coolstores and the port form a complex network of supply

chain infrastructure across our region and beyond.

To ensure the health of that network, the infrastructure

owners, transport operators, cargo owners and the

community must work together. Where there are pinch

points, a clear and cooperative vision for the future is vital

to ensure effective solutions secure investment and are

delivered in time to prevent congestion.

Napier Port is actively working with the New Zealand

Transport Agency, KiwiRail and Hawke’s Bay councils

to ensure the right infrastructure is in place to support

increasing cargo volumes. Napier Port is involved in a

number of processes to achieve this, such as:

• Participating in the Regional Land Transport Committee,

facilitated by Hawke’s Bay Regional Council, which

determines where across the transport network

investment is needed

• Collaborating with Napier City Council on the Napier

Transport Study, which, among other things, will

consider how to protect, maintain and enhance the link

from the Hawke’s Bay Expressway to Napier Port

• Contributing to the industry-led Forest to Ship supply

chain workshops to support growth in the forestry

industry and efficient linkages to the port

• Collaborating with councils on how existing industrial

land should be managed and where future industrial land

could be located, through the Joint Napier City Council

and Hastings District Council Regional Industrial

Land Review, the Ahuriri Estuary and Coastal Edge

Masterplan and the Napier District Plan Review.

STRENGTHENING SAFETY PROTOCOLS

Working with key stakeholders, we introduced a new

set of safety protocols with the aim of ensuring every

person who comes to our site goes home again safely.

Our new Individual Safety Protocols set out the safety

risks, expectations and requirements for our people, port

users and visitors, including our critical risks, personal

protective equipment requirements, drug and alcohol

policy, safety reporting responsibilities and emergency

evacuation information. Our new Company Safety

Protocols apply to all businesses operating at Napier Port,

including customers, contractors, tenants, marshalling

companies and stevedores. These include work permits,

traffic management plans, hazardous substance

management, communicating across port, reporting

responsibilities, and more.

We also worked with contractors to introduce a

pre-qualification process, which requires all potential

contractors to have completed the Site Safe qualification.

This provides an added assurance that all contractors

have essential health and safety requirements in place.

NEW LICENCE TO OPERATE

Napier Port is committed to creating a health and safety

culture to be proud of, but we can’t do this alone.

Businesses operating at the port need to share our

health and safety standards, and jointly commit to looking

after our people. This year, after thorough consultation,

we finalised a new Licence to Operate that sets out core

safety standards for businesses that operate on our site

but may not have a direct contractual relationship with

Napier Port, such as log marshalling and stevedoring

companies.

The Licence to Operate outlines a number of operator

obligations, including providing copies of risk registers,

hazardous substances registers and emergency response

plans. Marshalling company ISO was the first signatory

and the initiative will be progressively rolled out over the

next year to other businesses operating at Napier Port.

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CULTURE
OF CARE

At the heart of our business is a resilient and agile culture of care for our people,

our customers and our community.

DEVELOPING OUR PEOPLE

Our people are our greatest strength and we are

committed to accelerating our talent development.

This year saw a number of our people progress through

our Marine team structure, proving the value of our career

pathways. Two of our Launch Masters completed their

Tug Master training, while two of our mooring linesmen

completed their Skipper Restricted Limits tickets, enabling

them to become Launch Masters on our pilot launch.

We welcomed two new Marine Officers, who we will

develop to become marine pilots. We also introduced

the new position of Executive Pilot to better connect

our pilots with the wider business, oversee development

of the Pilot team, and to lead best practice in safety,

process and navigation.

Two of our former heavy plant operators progressed

through to become mobile harbour crane operators,

completing their training both on the job and in our state-

of-the-art crane simulator. A new trainee crane operator

was also appointed and is now in training.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 37

BUILDING LEADERSHIP
AND TALENT

Port Pack Manager Dylan Turnbull

(pictured, top left) graduated from the

Chartered Institute of Transport and Logistics’

Leaders for the Future programme in October,

the fifth member of our team to complete this

training. A four-month course, it is designed to

lift and develop leadership capability for emerging

logistics leaders.

We strengthened capacity in our Marine team, welcoming

two new Tug Masters, two Launch Masters, and two

Tug Engineers. We also introduced new positions.

Our Pou Tikanga role was established to strengthen

our environmental monitoring capacity, build iwi and hapū

relationships around the 6 Wharf project, and lead the

development of our cultural capability. A new Innovation

and Supply Chain Manager role brings additional

capability to enabling strategic aspirations.

CELEBRATING TE WIKI O TE REO MĀORI

Our people embraced Te Wiki o Te Reo Māori this year,

learning new kupu (words) and integrating te reo into their

work. Every team member received a pack of language

cards covering basic pronunciation, essential phrases,

and frequently used port-related words. Our people also

produced a series of short te reo videos, which were

shown on screens throughout the port.

The week was organised by a dedicated kāhui

(working group) of people from across our business

passionate about te reo. Following the success

of Te Wiki o Te Reo Māori, the kāhui is now working

on a more comprehensive long-term strategy for building

te reo and Te Ao Māori capability at Napier Port.

In recognition of our commitment to building iwi and hapū

relationships, and to growing our cultural understanding,

we have also introduced a te reo name for Napier Port:

Te Herenga Waka o Ahuriri. ‘Te Herenga Waka’

means a place of arrival, or a place to moor your waka,

while Ahuriri is the Māori name for Napier.

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SERIOUS INCIDENTS
Napier Port experienced a number of major safety

incidents this year. Two incidents in our Port Pack

operation resulted in a crush injury to a finger, and a

serious foot injury. A marine collision involving a

Napier Port tug did not result in any injuries but did

cause damage to the tug and had the potential to be

more serious.

We are supporting all those involved in these incidents,

along with their families and workmates. We are doing

everything we can to learn from these incidents and

keep our people safe. We have already introduced new

procedures and practices for our marine operations,

developed a new training programme, and reduced risk by

reconfiguring elements of the tug wheelhouse and lighting.

In Port Pack, we are in the process of installing physical

barriers to protect our people from machines and are

assessing how engineered controls could be installed

in other areas.

These incidents have given us cause to reflect closely

on our health and safety plan. This review has reaffirmed

our plan to achieve best practice health and safety

management frameworks and to continue the strong

work we have achieved in developing our safety culture.

However, we have committed to accelerating that plan

by providing additional resourcing in the health and safety

space to enable us to achieve our goals within

a shorter timeframe.

UNDERSTANDING CRITICAL RISK

This year brought a sustained focus on critical risk for

Napier Port. A thorough analysis of each of our top eight

critical risks was completed, using a robust methodology

for risk assessment and mitigation. Detailed risk

management plans will be completed in the coming year.

INTRODUCING PORT PASS

We have been working hard to streamline induction and

access at Napier Port. Building on the online health and

safety induction introduced last year, we have rolled out

a new ID and access system called Port Pass. Supported

by a modern, high-tech infrastructure system, Port Pass

is helping Napier Port manage safe, secure and efficient

access to the port.

The new Port Pass ID represents an innovative step

forward for Napier Port. It is an industry-leading identity

card that meets maritime legislation requirements and is

also a valid form of ID on its own. The system is future-

proofed and can be used at other ports around the

country. It also has its own stand-alone branding,

creating the potential to become a multi-regional

port identity card.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 39

A SAFER ENTRANCE
This year saw us collaborate to improve the safety of

Napier Port’s Western Gate – a high-traffic area where

container trucks interact with smaller vehicles, cyclists,

pedestrians and trains. In partnership with NZTA, Napier

City Council and KiwiRail, who hold interests in the land,

road and rail around the Western Gate, the road and

port entrance were reconfigured and traffic lights and rail

barrier arms installed. Since their installation, there have

been no safety incidents around the gate.

CAMPAIGNING FOR SAFETY

This year, we ran an educational campaign for log truck

drivers, setting out standards for safer stacking of logs

on trucks and trailers. The campaign saw the introduction

of a Napier Port Safety Alert, which has been issued

industry-wide to transport operators, skid site operators

and log exporter groups.

In collaboration with WorkSafe New Zealand and the

New Zealand Police Commercial Vehicle Safety Team,

log truck inspection and safety days were run onsite

to reinforce log load safety regulations and ensure trucks

were compliant. We have seen a marked improvement

in the safe loading of log trucks since the introduction

of the campaign in July.

CARING FOR HEALTH AND WELLBEING

Keeping our team in top shape is a priority for

Napier Port. This year saw the continuation of our

comprehensive health and wellbeing programme,

which includes providing an onsite health clinic, healthy

food options, flu vaccinations, cardiovascular checks,

MoleMaps, and prostate cancer tests.

Napier Port runs a health monitoring programme for those

in roles that put them at risk of certain health conditions,

with annual checks by our onsite nurse ensuring we catch

any warning signs early. Occupational health risks such

as noise, dust and vibration have been independently

assessed and the results have informed a management

plan, which is being implemented progressively.

This year saw a wellness programme designed specifically

for those in operational roles affected by the peak produce

export season. This focused on practical topics including

sun safety, nutrition, hydration, and fatigue, and included

engaging activations such smoothie bikes, which saw our

people take up the challenge of making a nutitional meal

via pedal power. We also offered our ‘Warrant of Fitness’

programme for a second year, offering basic health checks

to all staff.

We marked Pink Shirt Day for the third time this year,

taking a stand against bullying. Our people embraced

the message, dressing in pink and delivering random

acts of kindness for their colleagues.

MANAGING FATIGUE

Fatigue is a serious issue for any company engaged

with shift work, and Napier Port is no different. We take

a proactive approach to managing fatigue amongst

our people, and this year developed a Fatigue Risk

Management System. The development process was

driven by our operational staff, who experience fatigue

and its consequences first hand.

40 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

OUR PEOPLE
271

TOTAL

PERMANENT

STAFF*

31

PEOPLE HAVE

WORKED AT THE PORT

FOR 20

+

YEARS

1,005

SAFETY

OBSERVATIONS

MADE

18

%

OF

STAFF ARE

FEMALE

82

%

OF

STAFF ARE

MALE

41

%

NEW STAFF

IN THE 2019

FINANCIAL YEAR

3,794

HEALTH & SAFETY

INDUCTIONS

COMPLETED

33

%

OF STAFF

ARE UNDER

40 YEARS

218

PLACES ON

HEALTH AND SAFETY

COURSES

97

%

OF PORT

STAFF NOW

SHAREHOLDERS

* at 30 September 2019

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 41

42 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

ENVIRONMENTAL,
SOCIAL AND

GOVERNANCE

Napier Port is committed to collaborating with others to ensure our people, planet and place thrive.

At Napier Port, we want to leave a positive legacy for future generations. This year, we completed a Sustainability Framework,

focused on what we can achieve locally to respond to global challenges like climate change, gender equality, and ocean

conservation. The framework will guide the development of a sustainability strategy for Napier Port over the next 18 months.

The framework focuses on four interconnected themes:

PEOPLE

MANAAKITANGA

We are focused on the

safety, wellbeing/hauora and

development of our people

and our community.

PLANET

KAITIAKITANGA

We are focused

on protecting/tiaki

and enhancing the

environment/taiao

in which we operate.

PROSPERITY

ŌHANGA ORA

We are focused on sustainable

business growth and supporting

the prosperity of our region.

PARTNERSHIPS

RANGAPŪ

We are focused on

authentic partnerships

with our community,

stakeholders and mana

whenua hapū.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 43

The themes of our Sustainability Framework are aligned
to the United Nations Sustainable Development Goals,

a set of 17 goals that aim to address urgent environmental,

political and economic challenges facing our world.

Napier Port has identified 14 goals that we could make

a meaningful contribution to at a local level, and we will

work with our team and our stakeholders to confirm

these goals and the actions we will take to facilitate

sustainable growth for our customers and our region

in the years ahead.

The Sustainability Framework gives a strong foundation

on which to build a more detailed strategy, as well

as providing a robust structure for our existing ESG

programme. Initiatives that have delivered real gains

in the past year include:

PROTECTING PENGUINS

This year, we opened New Zealand’s first on-port

sanctuary for penguins. Napier Port has a colony of kororā

(little blue penguins) living on and around the port, with

a number of nests in the area earmarked for 6 Wharf.

We are committed to protecting the kororā throughout

the construction period and beyond, and have established

a 750-square metre sanctuary with the goal of growing

the kororā population. Trained handlers will move penguins

still nesting in the 6 Wharf area to the sanctuary before

construction begins with the goal of ensuring we protect

and enhance Hawke’s Bay’s kororā population during

and beyond the project.

The sanctuary is a predator-controlled environment

designed in collaboration with Dr John Cockrem,

a renowned penguin expert based at Massey University.

Designed to mimic an ideal natural breeding ground, it

includes native plantings, buried nesting burrows, and a

ramp directly into the harbour. Nesting boxes, which have

been shown to have greater breeding success rates than

natural burrows, were built and painted by Napier Central

School pupils, mana whenua hapū, and Napier Port families.

With nesting season now underway, the penguins

are settling into their new burrows and will be closely

monitored by our Environment team. The colony will

become part of a long-term Massey University research

study, contributing to the international body of knowledge

on kororā and helping to better protect the nationally

at-risk species in future.

ENERGY-EFFICIENT SOLUTIONS

After a successful trial at Napier Port’s Thames Street II

depot, the first LED light tower was erected on-port this

year. This is the first step in a staged roll-out that will see

all our light towers converted to LED in the future. The

LED technology is specifically designed for demanding

operating environments like ports, and comes with a fully-

automated service which brings both cost savings and

safety improvements. Consuming just 580 watts,

LED lighting requires less than half the energy of

traditional HID lighting while producing 60% more light,

and requires little maintenance.

SUPPORTING OUR COMMUNITY

Napier Port is proud to give back to the community around

us. This year, we continued our support of the Napier Port

Ocean Swim, the Napier Port Harbour to Hills triathlon,

and the Napier Port Family Fishing Classic. We also

supplied a safety waka for the Atea-a-Rangi Trust,

and equipment for the Ocean Beach Kiwi Surf Life

Saving Club and The Old Customhouse museum.

We also supported our local industry through sponsorship

of the Napier Port Hawke’s Bay Primary Sector Awards,

the Export Awards, the Young Farmer of the Year Contest,

and the New Zealand Maritime Pilots Association

Conference, all of which were held in Hawke’s Bay.

RESTORING OUR WETLANDS

Napier Port is proud to have been part of developing

a new wetland at Waitangi Regional Park, providing a

sanctuary for native fish and birdlife. Our people have

been part of the project from the early stages, with

Infrastructure and Environment team members lending

their skills and expertise to make the project a success.

The project was a partnership between Hawke’s Bay

Regional Council, Te Wai Mauri Trust and

Ngāti Kahungunu representatives, with the design

and build taking two years. The completed wetland

is around 15 hectares, and has transformed an empty

space into a haven of biodiversity.

44 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CARBON EMISSIONS
This year, our total carbon emissions were 8,428 tonnes

or 0.03107 T/CO2e per TEU, down from 8,716 tonnes

in 2018. This decrease is primarily due to a change in

the emissions factors set down by the New Zealand

Government, which dictate how carbon emissions

are calculated. Using the emissions factors

required prior to the change shows an increase

to 8,937 tonnes.

REDUCING WASTE

As part of our journey towards

sustainability, we are committed to

finding ways to reduce, reuse, recycle

and repurpose our waste. Through

a long-running partnership with

local firm BioRich, 4,621 tonnes

of waste bark from our log yard was

repurposed into mulch, to be used

on orchards, gardens, and planting

projects around our region. We also

work with local construction firms

to repurpose their waste concrete

into safety barriers, preventing

it from going to landfill.

This year, we sent 296 tonnes

of waste to landfill, and recycled

20 tonnes. This is a 72% reduction in

our overall waste since last year, thanks

primarily to a concentrated effort to

reduce the volume of stony bark that goes

to landfill. But we’re not stopping there –

as our sustainability work progresses, we will

be exploring more innovative ideas for reducing

waste and lessening our impact on the environment.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 45

BOARD OF DIRECTORS
ALASDAIR MACLEOD

Independent Director and Chair

HND (Civil), MBA, MInstD

Alasdair joined the Napier Port board

in 2014 and was appointed Chair

in December 2014. Originally a

civil engineer, Alasdair has a broad

range of experience across the

energy, infrastructure, technology

and primary sectors. As a Partner

at Deloitte for 12 years, Alasdair

led the teams that developed New

Zealand’s Aquaculture Strategy,

Horticulture Strategy and Red Meat

Sector Strategy. Alasdair is chair

of technology businesses Optimal

Workshop Ltd and Silverstripe

Limited, and the independent

member of the Board Appointments

Committee for IHC New Zealand.

Alasdair is Chair of the Hawke’s Bay

chapter of ExportNZ (a division of

BusinessNZ) and was involved in

authoring the Hawke’s Bay Regional

Economic Strategy – Matariki.

STEPHEN MOIR

Independent Director

Stephen was appointed as a director of

Napier Port on 19 December 2016 and

chairs the Audit and Risk Committee.

Stephen brings an extensive

background in institutional banking

and financial markets, having held

senior roles at Westpac Institutional

Bank, Credit Suisse (Singapore)

and Citibank (Singapore, Thailand

and Australia).

Stephen is a director of The

Guardians of the New Zealand

Superannuation Fund and a director

of the Todd Family Office. He was

previously a non-executive director

on the BNZ board, and chaired both

BNZ Life Insurance Ltd and BNZ

Insurance Services Ltd, as well as

the advisory board to the Victoria

University Chair of Business in Asia.

Stephen was previously a member of

the NZ Markets Disciplinary Tribunal.

JOHN HARVEY

Independent Director

BCom, FCA, CFInstD

John joined the Napier Port board

on 7 February 2019. John has a

background in financial services,

including NZX listings, acquisitions,

mergers and financial reporting,

with over 35 years’ professional

experience as a Chartered

Accountant. He was a partner

at PricewaterhouseCoopers for

23 years, including eight years as

Auckland Managing Partner.

John is a Chartered Fellow of

the Institute of Directors in New

Zealand and is currently a director

of Heartland Bank, Investore

Property, Stride Property Group and

Kathmandu Holdings. He previously

served on the board of Port Otago

for nine years, and has been a

director of Ballance Agri-Nutrients

and APN News and Media.

WENDIE HARVEY

Independent Director

LLB, MInstD

Wendie joined the Napier Port board

on 16 December 2013, and has over

25 years’ experience as a lawyer,

executive manager and business

consultant.

Wendie is currently a director of

Hawke’s Bay Airport, Hawke’s

Bay Construction Limited (Chair),

Centralines Limited, ETCO

(Electrical Training Company Limited)

and Aurora Energy Limited. Wendie

also serves on the Eastern Institute

of Technology Council, the Board of

Fire and Emergency New Zealand,

and as a Commissioner on the New

Zealand Gambling Commission. She

has previously served on the board

of Quality Roading Services (Wairoa)

Limited, Hohepa Homes National

Trust Board and the Hawke’s Bay

Rescue Helicopter Trust.

Resigned 3 October 2019.

VINCENT TREMAINE

Independent Director

BBus, FCPA, FAICD, GAIST

Vincent joined the Napier Port board

on 7 February 2019. Vincent has

broad experience in the port sector,

having served for 16 years as CEO

of Flinders Ports Holdings, which

owns seven South Australian ports,

the Adelaide Container Terminal and

Flinders Logistics.

Vincent is currently Chair of Riverland

Holdings and a director of South

Australia’s Statewide Super. He has

served as Chair of Ports Australia

and the South Australian Chamber

of Commerce and Industry, and as

a director of Australia’s National

Heavy Vehicle Regulator. Vincent

also worked for Toll Ports and

Resources, managing the ports of

Geelong and Hastings in Victoria.

HON RICK BARKER

Director

MPP

Rick joined the Napier Port board

on 27 June 2019. Rick serves as the

Deputy Chair of the Hawke’s Bay

Regional Council, having

been elected as a councillor for

Hastings in October 2013. He was

previously a Member of Parliament

for 18 years, serving six years as

a Cabinet Minister and also acting

as Assistant Speaker of the House

during his tenure.

Rick is currently working on behalf

of the Minister for Treaty of Waitangi

Negotiations to settle historic

grievances against the Crown.

Rick completed a Master’s Degree

in Public Policy in 2012.

46 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DIANA PUKETAPU
Independent Director

FCA, CMInstD

Diana joined the Napier Port board

on 13 December 2017, and has

a background in commercial, iwi

and sports governance. Diana is

a director of Ngāti Porou Holding

Company, Tāmaki Redevelopment

Company, Manawanui Support

Limited, the New Zealand Olympic

Committee and NZ Cricket. She

has previously served as a director

of Auckland Council Investments

Limited and the World Masters

Games 2017, and was formerly

the Chief Financial Officer of

Ngāti Whātua Ōrākei Corporate.

Diana is a Fellow of Chartered

Accountants Australia New Zealand

and a Chartered Member of the

Institute of Directors in New Zealand.

BLAIR O’KEEFFE

Director

BBS (Hons), MInstD

Blair was appointed as a director

of Napier Port on 27 June 2019.

Blair is a professional company

director, with governance experience

in local and central government,

and NZX-listed companies.

He is currently a director of NZX-

listed Z Energy. He is also the former

Chair of Crown entity Maritime

New Zealand and was Chief

Executive of CentrePort for seven

years. He is currently Chief Executive

of the Hawke’s Bay Regional

Investment Company (HBRIC),

Chair of the Hawke’s Bay Rescue

Helicopter Trust and a director of

Central Air Ambulance Limited.

From top left: Alasdair MacLeod, Stephen Moir,

John Harvey, Wendie Harvey, Vincent Tremaine,

Rick Barker, Diana Puketapu, Blair O’Keeffe

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 47

SENIOR MANAGEMENT
From top left: Todd Dawson, Kristen Lie, David Kriel, Viv Bull, Adam Harvey,

Warren Young, Andrea Manley, Michel de Vos, Bruce Lochhead

TODD DAWSON

Chief Executive

BSC, PGDipBus, MInstD, PMP

Todd joined Napier Port as Chief Executive Officer in

January 2018, bringing broad commercial experience

across the transport and logistics sectors. Prior to Napier

Port, Todd led strategic partnerships and new ventures

at Kotahi Logistics, working on the introduction of big

ships to New Zealand and intermodal freight hub joint

ventures. He has over 20 years’ experience behind him,

having worked on international projects including the

transformation of UK supermarket Sainsbury’s supply

chain. He has previously held senior roles at IBM,

Toll New Zealand and Mainfreight.

Todd holds a Bachelor of Science and a Postgraduate

Diploma of Business in Operations Management from the

University of Auckland. He is a member of the Institute

of Directors in New Zealand and is Chair of Napier Port’s

intermodal joint venture Manawatū Inland Port and director

of Total Advantage Group in Auckland.

48 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

KRISTEN LIE
Chief Financial Officer

BBS, CA, CFA, CMInstD

Kristen joined Napier Port as Chief Financial Officer

in September 2015. Kristen has more than 20 years’

financial experience and strong commercial and strategic

planning skills. Kristen returned to Hawke’s Bay after some

18 years working across London, Moscow and Oslo. His

previous roles have been with the London-based office

of listed shopping centre group Westfield, London-based

property investment company Grosvenor, as well as Ernst

& Young and PricewaterhouseCoopers.

Kristen holds a Bachelor of Business Studies from Massey

University and is a Chartered Accountant, a Chartered

Financial Analyst, and a Chartered Member of the Institute

of Directors in New Zealand.

DAVID KRIEL

General Manager – Commercial

MSc, FCILT

David joined Napier Port as General Manager –

Commercial in 2018. David has a background in transport

and logistics and worked with Lodestar and Oji Fibre

Solutions from 2005 to 2018.

David is a Fellow of the Chartered Institute of Transport

and Logistics. He is a member of the East Asian Society

for Transport Studies and the Humanitarian Logistics

Association. David sits on the board of Business

Hawke’s Bay as the Napier Port representative.

VIV BULL

General Manager – Culture and Community

MSc (Hons)

Viv joined Napier Port in 2011 and leads our human

resources, health and safety, and communications

functions. Her career has included senior management

roles with the Department of Corrections, KPMG and the

State Services Commission.

Viv is Deputy Chair of the Hawke’s Bay Chamber of

Commerce and is an independent member of the audit

and risk committee of the Heretaunga Tamatea Settlement

Trust. She holds a Master of Science in Psychology from

the University of Canterbury.

ADAM HARVEY

General Manager – Marine and Cargo Operations

BA, BCA

Adam joined Napier Port in 2010 and is responsible for

including the log operation, logistics and planning, security

and shipping operations. He has a background in human

resources and prior to his current position, was Napier

Port’s Container Terminal Manager.

Adam holds a Bachelor of Commerce in Management

and Economics and a Bachelor of Arts in Geography and

Psychology, both from the University of Otago. He sits on

the executive of the Port Industry Association.

WARREN YOUNG

General Manager – Container Operations

CA

Warren joined Napier Port in 1998, and is responsible for

Napier Port’s container terminal, the Port Pack operation,

our empty depot network and Plant Services. Warren

has previously served as Napier Port’s Finance Manager

and as manager of Port Pack. Prior to joining Napier Port,

Warren was Chief Financial Officer at Montana Wines.

Warren is a Chartered Accountant, and a member of

Chartered Accountants Australia and New Zealand.

ANDREA MANLEY

General Manager – Strategy and Innovation

BSc/BCom, MZIMR I & II, DipBA

Andrea joined Napier Port in 2019. She is responsible for

leading strategic planning and performance, identifying

growth opportunities, implementing new strategic

initiatives and developing digital solutions. Andrea has

previously worked with Kotahi Logistics, Goodman Fielder,

Alcatel-Lucent, Brightstar, Vodafone and IBM.

Andrea holds a Bachelor of Science in Statistics,

Management Science and Operations Research from

the University of Auckland and a Diploma in Business

Administration from Henley Management College. She is

a Non-Executive Director of Pacificomm, a member of the

University of Auckland Strategic Supply Chain Programme

Advisory Group and a founding member of the Auckland

Women in Supply Chain Network.

MICHEL DE VOS

General Manager – Infrastructure Services

BEng (Nav Arc), GDip (Maritime and Logistics

Management)

Michel joined Napier Port in April 2014. Michel

is responsible for the maintenance, planning and

construction of all port infrastructure, as well as

overseeing our environmental management programme.

Michel has a background in marine engineering, having

held roles with Queensland’s Gladstone Ports Corporation

and Fremantle Ports in Perth, as well as working with

multi-national dredging and maritime construction firms

on projects throughout Asia.

BRUCE LOCHHEAD

Capability and Cruise Manager

BA (Econ)

Bruce is responsible for the development of our cruise

operation and will oversee the future integration of major

infrastructure investments. Bruce has more than 30 years’

experience in the shipping sector and prior to joining

Napier Port in 2005, worked across the globe for

P&O Nedlloyd.

Bruce holds a Bachelor of Arts in Economics from Massey

University and sits on the board of the New Zealand

Cruise Association.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 49

50 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

FINANCIAL
STATEMENTS

AND OTHER

DISCLOSURES

CORPORATE GOVERNANCE STATEMENT 52

OTHER DISCLOSURES 60

CONSOLIDATED INCOME STATEMENT 65

CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME 66

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY 67

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION 68

CONSOLIDATED STATEMENT

OF CASH FLOWS 69

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS 71

FINANCIAL SUMMARY 98

AUDITOR’S REPORT 99

DIRECTORY 103

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 51

NAPIER PORT HOLDINGS LIMITED
CORPORATE

GOVERNANCE STATEMENT

The Board of Napier Port Holdings Limited (the

Company) and its subsidiaries (collectively the Group)

are responsible for the corporate governance of the

Group. Corporate governance describes how a company

looks after the interests of its shareholders and other

stakeholders.

The Board is committed to maintaining best practice

governance policies and behaviours. This Corporate

Governance Statement sets out the corporate governance

policies, practices, and processes of the Group as at

18 November 2019 and has been approved by the Board.

The Group’s policies, practices and processes are

reviewed against the best practice principles included

in the NZX Corporate Governance Code 2019 (NZX

Code). The Board’s view is that the Group’s corporate

governance policies, practices and processes generally

follow the recommendations of the NZX Code. This

Corporate Governance Statement includes disclosure

of the extent to which the Group has followed each

of the recommendations in the NZX Code.

Further information about the Group’s corporate

governance framework is available on the Group’s Investor

Centre (www.napierport.co.nz).

PRINCIPLE 1 –

CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour,

model this behaviour and hold management accountable

for these standards being followed throughout the

organisation”.

CODE OF ETHICS

Recommendation 1.1: The Board should document

minimum standards of ethical behaviour to which the

issuer’s Directors and employees are expected to adhere

(a code of ethics).

The Board and management are committed to ensuring

the Group adheres to best practice governance principles

and maintains the highest ethical standards. The Group’s

code of ethics sets out the manner in which directors and

employees should conduct themselves. The code of ethics

incorporates the requirements set out in recommendation

1.1 of the Code and forms part of the induction process

for all new employees.

The Board recognises good governance is not merely a

matter of achieving legislative compliance but ensuring

that exemplary standards and behaviour are maintained.

This involves the establishment and maintenance

of a culture at a Board and senior management level

and throughout the Group to ensure that directors

and employees deal fairly with others, with transpare

ncy, and protect the interests of shareholders and look

after the rights of stakeholders.

SHARE TRADING POLICY

Recommendation 1.2: An issuer should have a financial

product dealing policy which applies to employees and

directors.

The Group has adopted a Share Trading Policy which sets

out the responsibilities of all directors, officers, employees,

personal services contractors, and secondees of Napier

Port Holdings Limited and its subsidiaries for trading

in the Company’s securities within a listed company

environment. The Share Trading Policy is available on

the Group’s website. This policy is separate from, and

in addition to, the legal prohibitions on insider trading

in New Zealand, and does not replace legal obligations.

Insider trading is prohibited at all times. Directors and

employees who possess material information must not

trade in securities, advise or encourage another person

to trade or hold the Company’s securities, advise or

encourage a person to advise or encourage another

person to trade or hold the Company’s securities,

or directly or indirectly disclose or pass on the material

information to anyone else, knowing that the other person

will or is likely to use that information to trade in the

Company’s securities.

Restricted persons including the Directors, Chief

Executive Officer, Senior Management Team, Trusts and

Companies controlled by these persons, and anyone else

notified by the Chief Financial Officer, have additional

trading restrictions. Restricted persons are prohibited

from trading in securities during specific “black-out”

periods, from 30 days prior to the Group’s half-year and

year-end balance dates to the first trading day after the

release of the respective periods results to the NZX,

30 days prior to the release of a product disclosure

statement for a general public offer, or such other period

as determined by the Board.

During any other period restricted persons who do not

possess material information may trade the Company’s

securities subject to notification and consent requirements.

Restricted persons may not trade until this written consent

has been received.

52 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

PRINCIPLE 2 –
BOARD COMPOSITION

AND PERFORMANCE

“To ensure an effective Board, there should be a balance

of independence, skills, knowledge, experience and

perspectives”.

BOARD CHARTER

Recommendation 2.1: The Board of an issuer should

operate under a written charter which sets out the roles

and responsibilities of the Board. The Board charter

should clearly distinguish and disclose the respective

roles and responsibilities of the Board and Management.

The Board has adopted a formal Board Charter which

sets out the respective roles, responsibilities, composition

and structure of the Board, and this is available on the

Group’s website.

The Board is ultimately responsible for setting the

strategic direction of the Group, oversight of the

management of the Group and direction of its business

strategy, with the ultimate aim being to operate the

Group as a successful business, while respecting the

rights of other stakeholders. This includes establishing

the strategies and financial objectives with the Senior

Management Team, monitoring the performance of the

Senior Management Team, monitoring compliance and risk

management, and ensuring the Group has the appropriate

controls and policies in place.

The Board delegates the day-to-day affairs and

management responsibilities of the Group to the Chief

Executive Officer and Senior Management Team to deliver

the strategic direction and goals determined by the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Recommendation 2.2 and 2.3: Every issuer should

have a procedure for the nomination and appointment

of Directors to the Board. An issuer should enter into

written agreements with each newly appointed Director

establishing the terms of their appointment.

The Board have delegated to the Remuneration and

Nomination Committee the responsibility to make

recommendations to the Board in respect of Board and

committee composition and, when required, identify

individuals believed to be qualified to become Board

members. Procedures for the appointment and removal of

directors are set out in the Remuneration and Nomination

Committee Charter. To be eligible for selection the

candidates must demonstrate appropriate qualities and

experience, and the Committee must be satisfied that a

candidate will commit the time needed to be fully effective

in their role. The Committee will ensure proper checks as

to the proposed Director’s character, experience, education,

criminal record and bankruptcy history are conducted

and key information about the proposed Director is

provided to shareholders to assist their decision as

to whether or not to elect or re-elect the Director.

The whole Board will have the opportunity to consider

candidates for appointment to the Board. Directors may

be appointed by the Board to fill vacancies or director

nominations may be made by shareholders for election at

the Annual Meeting of Shareholders. Directors appointed

by the Board must stand for re-election at the next Annual

Meeting of Shareholders. The NZX Listing Rules and the

Group’s constitution requires that all directors stand for

re-election at the Annual Meeting of Shareholders within

three years of last being elected. The Group enters into

a written agreement with each newly appointed director

establishing the terms of their appointment.

DIRECTORS

Recommendation 2.4: Every issuer should disclose

information about each Director in its annual report or

on its website, including a profile of experience, length

of service, independence and ownership interests and

Director attendance at Board meetings.

The Board currently comprises seven directors; an

independent Chair, four directors who are independent,

and two other non-executive directors. A profile of

experience for each director, including length of service,

is available on the Group’s website and included in the

Annual Report. Director’s ownership interests are included

in the Other Disclosures section of the Annual Report

on page 62.

ATTENDANCE AT BOARD

AND COMMITTEE MEETINGS

For the year ended 30 September 2019

1

Board

Audit and Risk

Management Committee

Remuneration and

Nomination Committee

Health and Safety

Committee

Number of meetings held12442

Alasdair MacLeod124

2

42

Wendie Harvey

3

104

2

42

Diana Puketapu12432

Stephen Moir124-2

Vincent Tremaine

4

921

2

2

John Harvey

4

822

2

2

Blair O’Keeffe

5

4--1

Hon Rick Barker

5

3--1

Chinthaka Abeywickrama

6

21--

1. The board and committee meeting attendance above include meetings

of the board and committees of Port of Napier Limited prior to the

incorporation of Napier Port Holdings Limited on 12 June 2019.

2. Non-committee members also in attendance.

3. Wendie Harvey resigned as Director of Port of Napier Limited and

Napier Port Holdings Limited on 3 October 2019.

4. Vincent Tremaine and John Harvey were appointed as Directors of Port

of Napier Limited on 7 February 2019.

5. Blair O’Keeffe and Hon. Rick Barker were appointed as Directors of Port

of Napier Limited and Napier Port Holdings Limited on 27 June 2019.

6. Chinthaka Abeywickrama resigned as Director of Port of Napier Limited

on 23 November 2018

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 53

DIVERSITY
Recommendation 2.5: An issuer should have a written

diversity policy which includes requirements for the

Board or a relevant committee of the Board to set

measurable objectives for achieving diversity (which,

at a minimum, should address gender diversity) and

to assess annually both the objectives and the entity’s

progress in achieving them. The issuer should disclose

the policy or a summary of it.

The Group has a diversity policy which defines the

approach of the Group towards diversity and inclusion.

It also identifies the responsibilities of the Board, the

Senior Management Team and all of the Group’s

employees. The diversity policy is available on the website.

The Group recognises the value of a diverse and skilled

workforce and is committed to embedding diversity and

inclusion into employment practices and all aspects of

the Group’s operations. The Board, Senior Management

Team, Managers and Supervisors, and Human Resources

will collectively and individually treat all employees equally.

The Group will foster an environment which encourages

a variety of different viewpoints and backgrounds.

The Board has not reviewed its progress against its

Diversity and Inclusion Policy as at the date of this Annual

Report as the Diversity and Inclusion Policy was adopted

by the Group when Napier Port Holdings Limited was

listed on 20 August 2019. The diversity of the Board,

Senior Management Team and the Group’s employees

will be reviewed annually against agreed metrics by the

Board. Where necessary and appropriate, initiatives will

be implemented to improve diversity.

The following is a breakdown of the gender composition

of the Group at the balance date:

2019*2018*

FemaleMaleFemaleMale

No. %No.%No.%No.%

Directors225675233467

Senior

Management Team

225675114686

Permanent employees461721783381620184

Total501822982411621184

* as at 30 September

DIRECTOR TRAINING

Recommendation 2.6: Directors should undertake

appropriate training to remain current on how to best

perform their duties as Directors of the issuer.

The Board seeks to ensure that any new Directors are

appropriately introduced to the Senior Management

Team and the Group’s business, that all Directors are

acquainted with relevant industry knowledge, and receive

appropriate company documents to enable them

to perform their role as a Director.

Directors will receive induction training upon appointment, and

are expected to maintain appropriate levels of financial, legal

and industry understanding throughout their appointment.

BOARD EVALUATION

Recommendation 2.7: The Board should have

a procedure to regularly assess Director, Board

and Committee performance.

The Board undertakes a biennial performance evaluation

of itself that discusses and assesses the performance of

each Director and the Chair, compares the performance

of the Board as a whole with the requirements of the

Board Charter, reviews the performance of the Board’s

Committees, and effects any improvements to the

respective Charters deemed necessary or appropriate.

The performance evaluation is conducted in the manner

the Board deems appropriate. The last Board evaluation

was completed in November 2018.

Recommendation 2.8 and 2.9: A majority of the

Board should be independent directors. An issuer

should have an independent Chair of the Board. If the

Chair is not independent, the Chair and CEO should

be different people.

The Board currently comprises seven directors, five

of whom have been determined to be “Independent

Directors” by the Board under the NZX Listing Rules. The

Chair of the Board is an Independent Director and is not

the Chair of the Audit and Risk Management Committee.

PRINCIPLE 3 –

BOARD COMMITTEES

“The Board should use committees where this will

enhance its effectiveness in key areas, while still retaining

Board responsibility”.

AUDIT AND RISK MANAGEMENT COMMITTEE

Recommendation 3.1: An issuer’s audit committee

should operate under a written charter. Membership on

the audit committee should be majority independent

and comprise solely of non-executive directors of the

issuer. The chair of the audit committee should be an

independent director and not the chair of the Board.

The Audit and Risk Management Committee operates

under a written charter, which is available on the Group’s

website. The Committee is required to have a majority of

independent non-executive directors, at least two must

have an accounting or financial background, and the

Committee is required to meet at least two times per year.

The Chair of the Committee is an Independent Director

who is not the Chair of the Board. The Audit and Risk

Management Committee currently comprises Stephen

Moir (Chair), Diana Puketapu, Vincent Tremaine and

John Harvey. All directors may attend the Committee

meetings at their discretion.

The Audit and Risk Management Committee’s purpose

is to assist the Board in fulfilling its responsibilities

to discharge its financial reporting and regulatory

responsibilities, ensure the ability and independence

of the external auditor to carry out its statutory audit

role, ensure an effective internal audit and internal

control system is maintained, and ensure an appropriate

framework is maintained for the management of strategic

and operational risk.

54 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Recommendation 3.2: Employees should only attend
audit committee meetings at the invitation of the audit

committee.

The Chief Executive Officer, Chief Financial Officer and

any other employees the Audit and Risk Management

Committee considers necessary to provide appropriate

information and explanations may attend the Committee

on invitation. The Group’s external auditor also attends

meetings at the Committee’s invitation.

REMUNERATION AND NOMINATION COMMITTEE

Recommendation 3.3 and 3.4: An issuer should have a

remuneration committee (which operates under a written

charter) unless this is carried out by the whole board. At

least a majority of the remuneration committee should

be independent directors. Management should only

attend remuneration committee meetings at the invitation

of the remuneration committee. An issuer should

establish a nomination committee to recommend director

appointments to the Board (unless this is carried out by

the whole board), which should operate under a written

charter. At least a majority of the nomination committee

should be independent directors.

The Remuneration and Nomination Committee operates

under a written charter, which is available on the Group’s

website. The Committee consists of at least three

members of the Board, the majority of the committee

which are required to be Independent Directors. The

Committee is required to meet at least two times per

year. The Chair of the Committee is an Independent

Director. The Remuneration and Nomination Committee

currently comprises Alasdair MacLeod (Chair), Diana

Puketapu, Stephen Moir, Vincent Tremaine, Blair O’Keeffe.

All directors of the Board may attend the Committee

meetings at their discretion. The Chief Executive will act

as secretary to the Committee and other members of

management may attend the Committee on invitation.

The primary responsibilities of the Committee include,

nominating and appointing directors to the Board,

remuneration of directors, remuneration and evaluation of

the Chief Executive Officer, review of the Chief Executive

Officer’s remuneration recommendations for the Senior

Management Team, review of the overall Group’s salary

and incentive policies, and succession planning.

HEALTH AND SAFETY COMMITTEE

Recommendation 3.5: An issuer should consider

whether it is appropriate to have any other board

committees as standing board committees. All

committees should operate under written charters.

An issuer should identify the members of each of its

committees, and periodically report member attendance.

Health and safety is a strong priority for the Napier Port

Board of Directors and health and safety performance is

actively reviewed at every board meeting. The Group also

has a Health and Safety Committee whose purpose is to

assist the Board in fulfilling its responsibilities in respect

of the health, safety and wellness requirements within

the Health and Safety at Work Act 2015 and regulatory

framework. The Health and Safety Committee operates

under a written charter, which is available on the Group’s

website. The Health and Safety Committee operates in

the context of the vision that every person goes home

safely every day, a culture of care, and strategic objectives

relating to people, place and planet.

The Committee consists of all members of the Board,

and is required to meet at least four times per year.

The Chair of the Committee is not the Chair of the Board.

The current Chair of the Committee is Vincent Tremaine.

The Committee may on invitation have in attendance

members of management including the General Manager

Culture and Community, and other persons including

senior health and safety staff, that it considers necessary

to provide necessary information and explanations.

The Chief Executive Officer and the General Manager

Culture and Community are responsible for drawing

to the Committee’s immediate attention any material

matter that relates to notifiable events and significant

near misses or incidents.

TAKEOVER POLICY

Recommendation 3.6: The Board should establish

appropriate protocols that set out the procedure to be

followed if there is a takeover offer for the issuer including

any communication between insiders and the bidder.

The Board should disclose the scope of independent

advisory reports to shareholders. These protocols should

include the option of establishing an independent

takeover committee, and the likely composition and

implementation of an independent takeover committee.

Given the Group’s shareholding structure, with the

Hawke’s Bay Regional Council (Council), indirectly

controlling approximately 55% of the shares of the Group,

the Board considers it highly unlikely that a third-party

would make a takeover approach or proposal without

the support of Council. Notwithstanding this, the Board

consider it prudent to have protocols in place and has

established formalised takeover response protocols

to assist the Group to prepare for, and respond to any

unsolicited approaches or proposals it may receive in

relation to a takeover. These protocols would help to

inform the Board of their roles and responsibilities with

respect to any approach or proposal, assist the Board

and its advisers in developing and executing a response

strategy, and act as a basic guide on the process

for any takeover offer.

In the event of a takeover offer, a Takeover Response

Committee, would be convened comprising independent

directors, management and appropriate financial, legal

and strategic advisers.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 55

PRINCIPLE 4 –
REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-

financial reporting, and in the timeliness and balance of

corporate disclosures”.

CONTINUOUS DISCLOSURE

Recommendation 4.1: An issuer’s board should have

a written continuous disclosure policy.

As a company listed on the NZX Stock Exchange, the

Company is committed to keeping the market informed

of all material information relating to the Group and

its shares. In doing so, the Group will comply with its

obligations in relation to continuous disclosure of material

information under the NZX Listing Rules. The Group has

a Continuous Disclosure Policy, which is available on the

Group’s website.

CHARTERS AND POLICIES

Recommendation 4.2: An issuer should make its code

of ethics, board and committee charters and the policies

recommended in the NZX Code, together with any other

key governance documents, available on its website.

Information about the Group’s corporate governance

framework (including Code of Ethics, Board and

Committee Charters, and other key governance policies)

are available to view on the Group’s website.

FINANCIAL AND NON-FINANCIAL REPORTING

Recommendation 4.3: Financial reporting should be

balanced, clear and objective. An issuer should provide

non-financial disclosure at least annually, including

considering environmental, economic and social

sustainability factors and practices. It should explain

how operational or non-financial targets are measured.

Non-financial reporting should be informative, include

forward looking assessments, and align with key

strategies and metrics monitored by the Board.

FINANCIAL REPORTING

The Audit and Risk Management Committee oversees

the quality and integrity of financial reporting ensuring

the financial reporting is balanced, clear and objective.

The Audit and Risk Management Committee’s

responsibility for the annual and interim financial

statements includes, reviewing the quality and

acceptability of accounting policies and practices,

reporting disclosures and changes thereto, reviewing

areas involving significant judgement, estimation or

uncertainty, overseeing compliance with financial reporting

standards, appropriate laws and regulations, assessing

the overall performance of financial management,

and approving all financial reporting to shareholders

and other stakeholders.

NON-FINANCIAL REPORTING

The Group is committed to implementing a comprehensive

environmental, social and governance (ESG) framework. The

Group has begun preparatory work and are working towards

developing our strategy during the 2020 financial year.

PRINCIPLE 5 –

REMUNERATION

“The remuneration of directors and executives should be

transparent, fair and reasonable”.

DIRECTORS’ REMUNERATION

Recommendation 5.1: An issuer should recommend

director remuneration to shareholders for approval in

a transparent manner. Actual director remuneration

should be clearly disclosed in the issuer’s annual report.

The Remuneration and Nomination Committee is

responsible to biennially review Director’s remuneration

to determine whether Director remuneration is appropriate.

This review is required to consider benchmarking data

from similar listed companies.

In conjunction with Napier Port Holdings Limited listing

on the NZX, with effect from 1 September 2019, and

in respect of both their roles as directors of Napier Port

Holdings Limited and Port of Napier Limited, fees in

aggregate for all Directors are $655,000 per annum.

Under Listing Rule 2.11.3, if the total number of Directors

subsequently increases, the Directors are permitted

(without seeking shareholder approval) to increase the total

remuneration by the amount necessary to enable the Group

to pay the additional Director or Directors remuneration not

exceeding the average amount then being paid to each

of the existing Directors (other than the Chair).

Actual remuneration of Directors is included in the Other

Disclosures section of the Annual Report on page 62.

REMUNERATION POLICY

Recommendation 5.2: An issuer should have a remuneration

policy for remuneration of directors and officers, which

outlines the relative weightings of remuneration components

and relevant performance criteria.

The Group has adopted a Remuneration Policy which sets

out the remuneration principles that apply to the Directors,

Chief Executive Officer and Senior Management team.

The policy requires that remuneration decisions are fair

and reasonable and based on merit, where appropriate.

The Group will not discriminate on the grounds of gender,

race, religion or belief, disability, age, sexual orientation

or gender identity. Remuneration will be set at levels that

recognise an individual’s market value (i.e. level of skills

and experience, the demand for skill and performance

in the role, and the commercial environment).

56 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DIRECTORS
The Group’s policy is that all remuneration of Directors will

be paid in cash, they will not receive any performance-

based remuneration or retirement benefits. All Directors

(excluding the Chair) will be paid a base fee and additional

fees will be payable to the Chairs of the Audit and Risk

Management, Remuneration and Nomination, and Health

and Safety Committees and the Chair a Chairs’ fee, all

as recommended by the Remuneration and Nomination

Committee and approved by Shareholders from time to

time. Included in the aggregate fee sum approved by

Shareholders is an additional sum available for application

by the Board to respond to extra work undertaken by

directors outside of their base fee work.

CHIEF EXECUTIVE OFFICER (CEO)

AND SENIOR MANAGEMENT TEAM

Determination of remuneration for the CEO and Senior

Management team is subject to a fair and thorough

process. Remuneration will be determined by the scale

and complexity of the relevant employee’s role. An annual

remuneration review is undertaken by the Remuneration

and Nomination Committee annually.

Under the Group’s remuneration framework, individual

performance and market relativity are key considerations,

balanced by the context in the which the Group operates.

Remuneration of the CEO and Senior Management

team, include a mix of fixed and variable components.

A summary of the current provisions is as follows:

– Fixed remuneration – this includes the relevant

employee’s base salary and cash allowances and any

direct non-cash benefits (e.g. Kiwisaver contributions,

health insurance and annual leave);

– Other variable remuneration – Some Senior

Management team positions, including the CEO, are

eligible for additional remuneration from Long Term

Incentive (LTI) and Short Term Incentive (STI) plans.

Eligibility is determined by the Board of Directors

and the CEO. The terms and conditions of any STI

or LTI plan are identified in the individual employment

agreements of the Senior Management team member

to whom it applies.

The remuneration policy is reviewed by the Board annually.

CHIEF EXECUTIVE OFFICER (CEO) REMUNERATION

Recommendation 5.3: An issuer should disclose the

remuneration arrangements in place for the CEO in its

annual report. This should include disclosure of the base

salary, short-term incentives and long-term incentives and

the performance criteria used to determine performance-

based payments.

The remuneration of the CEO for the year ended

30 September 2019 is included in the Other Disclosures

section of the Annual Report on page 62.

The remuneration of the CEO includes a mix of fixed and

variable components. Fixed remuneration includes a base

salary, life insurance and superannuation contributions.

Variable components include a Short Term Incentive

(STI) linked to objectives set annually and performance

assessed by the Board and Long Term Incentive (LTI).

The LTI grants share rights to the CEO that will vest

at the completion of a three year vesting period. The

proportion of share rights that will actually vest depends

on the CEO’s continuous employment during the vesting

period, the achievement of certain EBITDA targets over

the prospective financial information period (2 years), and

total shareholder return (TSR) hurdles over the vesting

period (including Group’s TSR performance relative

to the NZX50 index).

PRINCIPLE 6 –

RISK MANAGEMENT

“Directors should have a risk management framework for

its business and the Board’s should receive and review

regular reports. An issuer should report the material risks

facing the business and how these are being managed”.

RISK MANAGEMENT

Recommendation 6.1: An issuer should have a risk

management framework for its business and the issuer’s

board should receive and review regular reports.

An issuer should report the material risks facing the

business and how these are being managed.

The Board and Senior Management Team are committed

to managing risk to protect our people, the environment,

financial business risks, company assets and our

reputation. The Audit and Risk Management Committee is

responsible for ensuring that management is implementing

the Group’s risk management framework and policies.

The Group has a comprehensive risk management system

in place which is used to identify and manage business

risks. The system identifies the key risks facing the

Group and the status of initiatives employed to reduce

them. Management report to the Board periodically, on

the effectiveness of the Group’s management of these

material risks. As part of risk management the Group

also has a comprehensive treasury policy that sets out

procedures to minimise financial market risk. The Group

maintains insurance policies that it considers adequate

to meet insurable risks.

HEALTH AND SAFETY

Recommendation 6.2: An issuer should disclose how it

manages its health and safety risks and should report on

its health and safety risks, performance and management.

The Group aims to be the safest port environment

in New Zealand and ensuring that everyone working

at Napier Port returns safely to their families every day.

To ensure a safe and healthy work environment,

the Group has developed and maintains a health

and safety management system that will manage safety

performance and promote a safety culture.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 57

Managing safety performance will be achieved by:
– Setting health and safety objectives and performance

criteria for all work areas, tracking performance

through lead and lag indicators, identifying trends

and implementing appropriate responses;

– Ensuring our health and safety framework is reviewed

at least annually;

– Actively encouraging accurate and timely reporting of all

accidents, incidents, near misses and unsafe conditions;

– Ensuring all reported accidents, incidents, near misses

are investigated and root cause analyses conducted;

– Ensuring risk assessments are conducted, controls

are identified and implemented based on those

assessments and where necessary updated where risks

or controls may have changed;

– In the event of an injury ensuring the Group takes an

active role in employee’s safe and early return to work;

– Ensuring the company meets its obligations under

the Health and Safety at Work Act 2015, associated

regulations, codes of practice and standards and

guidelines regulating worker health and safety.

Promoting a safety culture by:

– Supporting a “Just Culture” philosophy where health

and safety is supported and promoted through enabling

worker participation, ensuring adequate resources are

allocated to health and safety initiatives and providing

training and information about specific health and safety

risks; and

– Promoting continuous improvement and good practice

in health and safety.

Every Director or Officer, Senior Manager, Middle

Manager, Team Leader/Supervisor and worker is expected

to share in this commitment to this policy by following the

duties and responsibilities specified in the Napier Port

Health and Safety Duties and Responsibilities Policy.

PRINCIPLE 7 –

AUDITORS

“The Board should ensure the quality and independence

of the external audit process”.

EXTERNAL AUDIT

Recommendation 7.1 and 7.2: The Board should

establish a framework for the issuer’s relationship with

its external auditors. This should include procedures

prescribed in the NZX Code. The external auditor should

attend the issuer’s annual meeting to answer questions

from shareholders in relation to the audit.

The Audit and Risk Management Committee is responsible

for the oversight of the Group’s external audit arrangements.

These arrangements include procedures for the matters

described in Recommendation 7.1 of the NZX Code.

Subject to any requirements of the Auditor General, the

Audit and Risk Management Committee is responsible

for, recommending the appointment and removal of the

independent auditor. The Committee is also responsible

for reviewing the independence of the external auditors

and the appropriateness of any non-audit services

they undertake, having direct communication with, and

unrestricted access to, the independent auditor, and

ensuring that the key audit partner (as defined in the

NZX Listing Rules) is rotated every five years.

The auditor of the Group is the Auditor General.

The Auditor General may approve external audit firms

to undertake the external audit of the Group. The Group’s

external auditor is EY. The total fees paid to EY in their

capacity as auditor are disclosed in the Annual Report

on page 74.

The group invites EY to attend the Annual Meeting of

Shareholders and the audit partner is available to answer

shareholder questions about the conduct of their audit

and the preparation and content of the auditor’s report.

INTERNAL AUDIT

Recommendation 7.3: Internal audit functions should

be disclosed.

The Audit and Risk Management Committee is

responsible for ensuring an effective internal audit

programme and internal control system is maintained.

These responsibilities include reviewing the objectives

and scope of the internal audit programme, ensuring these

are aligned with Napier Port’s overall risk management

framework, and reviewing significant matters reported

by the internal audit programme and how management

is responding to them.

The Group engages external providers to undertake

internal audits.

PRINCIPLE 8 –

SHAREHOLDER RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders

and foster constructive relationships with shareholders

that encourage them to engage with the issuer”.

SHAREHOLDER INFORMATION

Recommendation 8.1: An issuer should have a website

where investors and interested stakeholders can access

financial and operational information and key corporate

governance information about the issuer.

The Group is committed to providing shareholders with

all information necessary to assess the Group’s direction

and performance.

This is done through a range of communication methods,

including continuous disclosure to NZX, half-year and

annual reports and the Annual Shareholders’ Meeting.

The Group’s website provides company and financial

information, information about its directors, and copies

of its governance documents for shareholders and other

interested stakeholders to access at any time.

58 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Recommendation 8.2: An issuer should allow investors
the ability to easily communicate with the issuer, including

providing the option to receive communications from the

issuer electronically.

Shareholders have the option of receiving their

communications electronically, including by email.

The Group is committed to open dialogue with

shareholders and welcomes investor enquiries.

Recommendation 8.3 and 8.4: Quoted equity security

holders should have the right to vote on major decisions

which may change the nature of the issuer in which they

are invested. If seeking additional equity capital, issuers

of quoted equity securities should offer further equity

securities to existing equity security holders of the same

class on a pro rata basis, and on no less favourable terms,

before equity securities are offered to other investors.

In accordance with the Companies Act 1993, the

Company’s constitution, the NZX Listing Rules, and other

applicable laws, the Group refers any significant matters

to Shareholders for approval at a Shareholders’ meeting.

Recommendation 8.5: The Board should ensure that the

notices of annual or special meetings of quoted equity

security holders is posted on the issuer’s website as

soon as possible and at least 20 working days prior

to the meeting.

The Group posts any Notices of Shareholder Meetings

as soon as possible and seeks, where possible,

to provide these at least 20 working days prior

to the Shareholders’ meeting.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 59

NAPIER PORT HOLDINGS LIMITED
OTHER DISCLOSURES

PRINCIPAL ACTIVITIES

The other disclosure information below has been prepared for Napier Port Holdings Limited and its subsidiaries

(the Group). Napier Port Holdings Limited (the Company) was incorporated on 12 June 2019 and is the parent company

of Port of Napier Limited. The disclosures have been prepared on the basis that the entities were combined from the

beginning of the earliest period presented. The Group’s principal activities remain the commercial operation of Napier Port.

There has been no significant change in the nature of the Group’s business during the year.

DIRECTORS’ INTERESTS

The Company is required to maintain an Interests Register in which particulars of certain transactions and matters

involving the Directors must be recorded. The matters set out below were recorded in the Interest Register of the

Company during the financial year. The Directors of the Company have declared interests in the following identified

entities as at 30 September 2019:

DirectorInterestEntity

Alasdair MacLeodChairOptimal Workshop Limited

Chair / ShareholderSilverstripe Limited

ChairHold Fast Investments Limited

MemberIHC – Board Appointments Committee

DirectorSilverstripe Trustee Limited

TrusteeBig Brothers Big Sisters Hawke’s Bay

Wendie Harvey

(resigned 3 October 2019)

ChairHawke’s Bay Airport Construction Limited

Director / ShareholderExcellence in Business Solutions Limited

DirectorCentralines Limited

DirectorThe Electrical Training Company Limited

DirectorHawke’s Bay Airport Limited

DirectorAurora Energy Limited

CommissionerNew Zealand Gambling Commission

Council MemberEastern Institute of Technology

Board MemberFire and Emergency New Zealand

Diana PuketapuDirectorManawanui Support Limited

DirectorNgati Porou Holding Company Limited and subsidiaries

DirectorTamaki Redevelopment Company Limited and subsidiaries

DirectorNew Zealand Cricket

DirectorNew Zealand Olympic Committee

Stephen MoirDirectorThe Guardians of NZ Superannuation Fund

DirectorTodd Family Office Limited

DirectorIJAP Limited

Vincent Tremaine ChairRiverland Water Holdings Pty Limited

Director / MemberStatewide Superannuation Pty Limited

DirectorSouthernLaunch.Space Pty Limited –Advisory Board

John Harvey DirectorHeartland Bank Limited

DirectorInvestore Property Limited

DirectorStride Property Limited

DirectorStride Investment Management Services Limited

DirectorKathmandu Holdings Limited

Blair O’Keeffe Chief Executive OfficerHawke’s Bay Regional Investment Company

ChairHawke’s Bay Rescue Helicopter Trust

DirectorCentral Air Ambulance Rescue Limited

DirectorCentral Economic Development Agency Limited

DirectorZ Energy Limited

Hon Rick BarkerDeputy Chair / CouncillorHawke’s Bay Regional Council

At 30 September 2019 no Directors, or entities related to them, had interests in shares in the Company.

60 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DIRECTORS’ INSURANCE
All directors are beneficiaries of a company indemnity and directors’ liability insurance provided by the Company in relation

to any personal liabilities and associated costs incurred while acting in their capacity as a director of the company, other

than arising from criminal liability, where precluded by statute, or from breach of a director’s fiduciary duty to the company.

REMUNERATION

EMPLOYEE REMUNERATION

The number of employees and former employees of the Group who, during the year, received total annual remuneration

greater than $100,000 are shown below:

Remuneration rangeNumber of

employees

2019

$100,000 - $109,99922

$110,000 - $119,99924

$120,000 - $129,99926

$130,000 - $139,99912

$140,000 - $149,9998

$150,000 - $159,9994

$160,000 - $169,9992

$180,000 - $189,9992

$190,000 - $199,9991

$220,000 - $229,9991

$230,000 - $239,999-

$240,000 - $249,999-

$250,000 - $259,9993

$260,000 - $269,9993

$270,000 - $279,9991

$280,000 - $289,9991

$290,000 - $299,9991

$300,000 - $309,9991

$340,000 - $349,9991

$350,000 - $359,9991

$540,000 - $549,999-

$660,000 - $669,9991

115

The annual remuneration of employees includes salary, redundancy, performance incentive payments on achievement

of targets, employer’s contribution to superannuation, fair value of share-based payment awards and other sundry benefits

received in their capacity as employees.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 61

DIRECTORS’ REMUNERATION
Directors received the following fees and remuneration during the year

1

:

2019

$000

Alasdair MacLeod (Chairman)103,979

Stephen Moir60,782

Wendie Harvey60,782

Diana Puketapu 57,198

John Harvey

2

42,156

Vincent Tremaine

2

42,156

Blair O’Keeffe

3

13,354

Hon Rick Barker

3

13,354

Chinthaka Abeywickrama

4

7,521

Total401,282

1. The directors’ remuneration above includes fees and remuneration paid for Port of Napier Limited and Napier Port Holdings Limited (from June 2019).

From 1 September 2019, Directors fees have been set for the Chair of the Board ($135,000 per annum), Directors other than the Chair ($70,000 per

annum), and Committee Chairs (additional $10,000 per annum).

2. John Harvey and Vincent Tremaine were appointed as Directors of Port of Napier Limited on 7 February 2019.

3. Blair O’Keeffe and Rick Barker were appointed as Directors of Port of Napier Limited and Napier Port Holdings Limited on 27 June 2019.

4. Chinthaka Abeywickrama resigned as Director of Port of Napier Limited on 23 November 2018.

CHIEF EXECUTIVE OFFICER’S (CEO’S) REMUNERATION

The CEO received the following remuneration and other benefits paid during the year

1

:

2019

$000

Base salary509

Other benefits

2

19

Short Term Incentive (STI)

3

132

Fair Share Loan

4

1

Long Term Incentive (LTI)

5

4

665

1. The CEO’s base salary, other benefits and short-term incentive are based on the amounts paid during the year. The Fair Share Loan and Long Term

Incentive are based on the fair value of the awards recognised in the income statement.

2 Other benefits comprise superannuation and life insurance benefits.

3 The STI target is based on the achievement of objectives set annually and performance assessed by the Board.

4 The CEO purchased 1,923 shares with an interest-free limited recourse loan under the Fair Share Plan in August 2019.

5 In August 2019 the CEO was granted 62,307 share rights under the Executive LTI plan. These share rights have a three year vesting period and entitle

the CEO to the receipt of one Napier Port Holdings Limited ordinary share per share right at nil cost, plus additional shares to the value of any dividends

which would have been paid on the underlying shares during the vesting period. Vesting is subject to the CEO remaining employed by the Group during

the vesting period, the achievement of certain EBITDA targets over the prospective financial information period (2 years), and total shareholder return

(TSR) hurdles over the vesting period. The proportion of share rights that will actually vest depends on the Group’s TSR performance ranking relative

to the NZX50 index. To the extent that performance hurdles are not met or the CEO leaves employment of the Group prior to vesting, the share rights

will be forfeited. The above amount reflects the current period’s proportion of the total fair value of the award calculated, which is recognised on a straight-

line basis over the three-year vesting period. Further information on the Executive LTI plan is available in the document titled “Other Material Information”

forming part of the Company’s IPO documents available on the Disclose Register operated by the New Zealand Companies Office.

62 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

SHAREHOLDER INFORMATION
The ordinary shares of Napier Port Holdings Limited are listed on the NZX. The information in the disclosures below

has been taken from the Company’s registers as at 30 September 2019.

TWENTY LARGEST SHAREHOLDERS AT 30 SEPTEMBER 2019

HolderNumber of

Shares Held

% of Issued

Equity

Hawke’s Bay Regional Investment Company Limited110,000,00055.0

National Nominees New Zealand Limited

1

14,001,0167.00

JB Were (NZ) Nominees Limited4,548,6622.27

HSBC Nominees (New Zealand) Limited

1

4,000,3512.00

Citibank Nominees (New Zealand) Limited

1

3,788,0251.89

Forsyth Barr Custodians Limited3,401,3531.70

JP Morgan Chase Bank

1

2,800,8731.40

BNP Paribas Nominees NZ Limited

1

2,783,8021.39

Accident Compensation Corporation

1

2,542,2221.27

Custodial Services Limited <4 A/C>2,228,3381.11

Custodial Services Limited <3 A/C>2,020,0191.01

TEA Custodians Limited

1

1,766,9160.88

FNZ Custodians Limited1,746,3550.87

PT Booster Investments Nominees Limited1,506,4260.75

Tatau Tatau Commercial Limited1,442,3070.72

Private Nominees Limited

1

1,211,6410.61

MMC Limited

1

1,036,5380.52

New Zealand Permanent Trustees Limited

1

968,2000.48

Custodial Services Limited <2 A/C>923,8960.46

Investment Custodial Services Limited 909,0950.45

Total163,626,03581.78

1. Shareholdings held in New Zealand Central Securities Depository Limited (NZCSD). The total holding at 30 September 2019 in NZCSD

was 39,624,580.

DISTRIBUTION OF ORDINARY SHARES

HolderNumber of

Holders

Number of

Shares Held

% of Issued

Equity

1 – 5,0008,39116,591,0568.30

5,001 – 10,0005263,883,2571.94

10,001 – 100,0002235,022,5472.51

100,001 and over33174,503,14087.25

Total9,173200,000,000100.00

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 63

GEOGRAPHIC DISTRIBUTION
HolderNumber of

Holders

Number of

Shares Held

% of Issued

Equity

New Zealand9,152198,985,26299.49

Australia16905,2380.45

Other5109,5000.06

Total9,173200,000,000100.00

SUBSTANTIAL SECURITY HOLDERS

The following information is given in accordance with sub-part 5 of Part 5 of the Financial Markets Conduct Act 2013.

According to notices received, the following persons were substantial product holders in the Company

as at 30 September 2019.

HolderNumber of

Shares Held

Date of

substantial

product

holder

notice

% of

Issued

Equity

Hawke’s Bay Regional Investment Company Limited110,000,00020 August

2019

55%

SUBSIDIARY COMPANY DIRECTORS

All directors of Napier Port Holdings Limited are also directors of Port of Napier Limited (the subsidiary of the Company).

DONATIONS

During the year the Company made donations of $nil (2018: $nil) and subsidiaries made donations amounting

to $nil (2018: $nil).

WAIVERS FROM NZX LISTING RULES

Napier Port Holdings Limited has not obtained or relied on any waivers from NZX Listing Rules in the financial year ended

30 September 2019.

AUDIT FEES AND OTHER SERVICES

Under Section 19 of the Port Companies Act 1988, the Auditor-General is the auditor of the Company. The Auditor-

General has appointed Ernst & Young to undertake the audit on its behalf, pursuant to Section 15 of the Public Act 2001.

Fees paid to the auditors are disclosed in the financial statements in note 5.

CREDIT RATING

Napier Port Holdings Limited does not have a credit rating at the date of this Annual Report.

EXERCISE OF NZX DISCIPLINARY POWERS

NZX did not exercise any of its powers under Listing Rule 9.9.3 in relation to the Company in the financial year ended

30 September 2019.

64 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

The above income statement should be read in conjunction with the accompanying notes
NAPIER PORT HOLDINGS LIMITED

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2019

2019 2018

Notes $000 $000

Revenue 4 99,616 91,749

Employee benefit expenses 29,454 26,352

Maintenance expenses 9,073 9,236

Other operating expenses 5 19,102 17,250

Operating expenses 57,629 52,838

Results from operating activities 25 41,987 38,911

Depreciation, amortisation and impairment expenses 16,17 12,171 10,984

Other (income) and expenses 5 (135) (709)

IPO transaction and related costs 6,404 -

Share of loss and impairment of investment in joint venture 19 1,080 94

Profit before finance costs and tax 22,467 28,542

Net finance costs 6 10,437 4,107

Profit before income tax 12,030 24,435

Income tax expense 7 5,182 6,859

Profit for the period attributable to the shareholders of the Company 6,848 17,576

EARNINGS PER SHARE:

Basic earnings per share 9 0.06 0.16

Diluted earnings per share 9 0.06 0.16

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 65

NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2019

2019 2018

Notes $000 $000

Profit for the period attributable to the shareholders of the Company 6,848 17,576

Other comprehensive income

Items that will be reclassified to profit or loss:

Changes in fair value of cash flow hedges (2,835) (1,814)

Cash flow hedges transferred to profit or loss 8,345 1,440

Deferred tax on changes in fair value of cash flow hedges 8 (1,543) 105


Items that will not be reclassified to profit or loss:

Deferred tax on revaluation of sea defences 8 4,374 -

Total comprehensive income for the period attributable

to the shareholders of the Company 15,189 17,307

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

66 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2019

Share


CapitalRevaluation ReserveHedging


ReserveShare-based


Payment ReserveRetained


EarningsTotal Equity

Notes $000 $000 $000 $000 $000 $000

Balance at 1 October 2018 21,000 71,077 (3,823) - 124,158 212,412

Profit for the period - - - - 6,848 6,848

Other comprehensive income - 4,374 3,967 - - 8,341

Total comprehensive income

for the period - 4,374 3,967 - 6,848 15,189

Business reorganisation 11 - - - - (63,900) (63,900)

Dividends (pre initial public offering) 10 - - - - (53,957) (53,957)

Issue of ordinary shares 11 234,000 - - - - 234,000

Transaction costs arising

on share issuance 11 (7,045) - - - - (7,045)

Acquisition of treasury shares 21,11 (323) - - - - (323)

Fair share loans to employees 21,11 (1,228) - - - - (1,228)

Share-based payments 21 - - - 333 - 333

Total transactions with owners

in their capacity as owners 225,404 - - 333 (117,857) 107,880

Total movement in equity 225,404 4,374 3,967 333 (111,009) 123,069

Balance at 30 September 2019 246,404 75,451 144 333 13,149 335,481

Balance at 1 October 2017 21,000 71,077 (3,554) - 116,582 205,105

Profit for the period - - - - 17,576 17,576

Other comprehensive income - - (269) - - (269)

Total comprehensive income

for the period - - (269) - 17,576 17,307

Dividends 10 - - - - (10,000) (10,000)

Total transactions with owners

in their capacity as owners - - - - (10,000) (10,000)

Total movement in equity - - (269) - 7,576 7,307

Balance at 30 September 2018 21,000 71,077 (3,823) - 124,158 212,412

The above statement of changes in equity should be read in conjunction with the accompanying notes.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 67

NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2019

2019 2018

Notes $000 $000

EQUITY

Share capital 11 246,404 21,000

Reserves 11 75,928 67,254

Retained earnings 13,149 124,158

335,481 212,412

NON-CURRENT LIABILITIES

Loans and borrowings 14 - 80,491

Deferred tax liability 8 18,436 21,848

Lease liabilities 20 734 -

Derivative financial instruments 24 - 3,731

Provisions for employee entitlements 13 436 417

19,606 106,487

CURRENT LIABILITIES

Bank overdraft - 109

Taxation payable 3,358 2,003

Lease liabilities 20 200 -

Derivative financial instruments 24 - 1,579

Trade and other payables 12 12,471 9,369

16,029 13,060

371,116 331,959

NON-CURRENT ASSETS

Property, plant and equipment 17 317,185 309,612

Intangible assets 16 1,110 1,336

Investment in joint venture 19 - 850

Investment properties 18 8,200 7,970

326,495 319,768

CURRENT ASSETS

Cash and cash equivalents 31,224 -

Derivative financial instruments 24 200 -

Trade and other receivables 15 13,197 12,191

44,621 12,191

371,116 331,959

On behalf of the Board of Directors, who authorised the issue of these financial statements on the 18th November 2019.


Chairman Director

The above statement of financial position should be read in conjunction with the accompanying notes.

68 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT

OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2019

2019 2018

$000 $000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers 99,132 90,705

Cash was applied to:

Payments to suppliers and employees (56,028) (50,602)

IPO transaction and related costs (5,643) -

Net finance costs paid (3,287) (4,348)

Income taxes paid (4,407) (6,820)

Net GST paid (431) (571)

Net cash flows generated from operating activities 29,336 28,364

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Proceeds from sale of property, plant and equipment 162 95

Cash was applied to:

Acquisition of property, plant and equipment and intangible assets (17,419) (15,589)

Investment in joint venture (230) (110)

Net cash flows used in investing activities (17,487) (15,604)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Proceeds from issue of ordinary shares 234,000 -

Cash was applied to:

Net repayment of loans and borrowings (80,500) (3,100)

Termination of interest rate swaps (7,141) -

Acquisition of treasury shares (323) -

Fair Share loans to employees to acquire shares (1,228) -

Transaction costs arising on share issuance (6,646) -

Borrowing establishment costs (632) -

IPO proceeds transferred to HBRIC as part consideration for shares of PONL (63,900) -

Dividends paid (53,957) (10,000)

Repayment of lease liabilities (189) -

Net cash flows generated from/ (used in) financing activities 19,484 (13,100)

Net increase/ (decrease) in cash and cash equivalents 31,333 (340)

Cash and cash equivalents at beginning of the year (109) 231

Cash and cash equivalents at end of the year 31,224 (109)

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 69

NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT

OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2019

Reconciliation of profit for the period to cash flows from operating activities

2019 2018

$000 $000

Profit for the period 6,848 17,576

Adjust for non-cash items:

Fair value gains (230) (685)

Depreciation and amortisation 11,981 10,849

Impairment of assets 190 135

Net loss/(gain) on sale of property, plant and equipment (15) (24)

Share of loss and impairment from investment in joint venture 1,080 94

Share-based payments 333 -

Other non-cash items 9 -

Deferred tax (581) 291

12,767 10,660

Other adjustments:

Termination of interest rate swaps included in financing activities 7,141 -

Increase/(decrease) in current tax 1,355 (252)

Increase in non-current provisions 19 47

8,515 (205)

Movements in working capital:

Increase in trade and other receivables (374) (300)

Increase in trade and other payables 1,580 633

1,206 333

Net cash flows generated from operating activities 29,336 28,364

The above statement of cash flows should be read in conjunction with the accompanying notes.

70 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NAPIER PORT HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2019

1 REPORTING ENTITY

The financial statements presented are those of

Napier Port Holdings Limited and its subsidiaries

(together ‘the Group’). Napier Port Holdings Limited

is incorporated under the Companies Act 1993 and

domiciled in New Zealand. Napier Port Holdings Limited’s

shares are publicly traded on the New Zealand Stock

Exchange (NZX).

2 BASIS OF PREPARATION

The financial statements have been prepared in

accordance with the Companies Act 1993, Financial

Reporting Act 2013 and the Financial Markets Conduct

Act 2013.

STATEMENT OF COMPLIANCE WITH NZ IFRS

The financial statements have been prepared in

accordance with Generally Accepted Accounting Practice

in New Zealand (NZ GAAP). The Group is a for-profit

entity for NZ GAAP purposes. The financial statements

comply with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS), other Financial

Reporting Standards as applicable to the Group as a

for-profit entity, and International Financial Reporting

Standards (IFRS).

BASIS OF MEASUREMENT

The financial statements have been prepared on a

historical cost basis, except for sea defences, investment

properties and derivative financial instruments, which are

measured at fair value.

FUNCTIONAL AND PRESENTATION CURRENCY

The financial statements are presented in New Zealand

Dollars (NZD), which is the Group’s functional and

presentation currency and are rounded to the nearest

thousand dollars ($’000), unless otherwise stated.

USE OF JUDGEMENTS AND ESTIMATES

In applying the Group’s accounting policies, management

is required to make judgements, estimates and

assumptions that affect the application of accounting

policies and the reported amounts of assets, liabilities,

income and expenses. The estimates and judgements

are continually evaluated and are based on historical

experience and other factors, including expectations

of future events that may have a financial impact

on the entity and are believed to be reasonable

under the circumstances. Actual results may differ

from these estimates.

In particular, significant areas of estimation and critical

judgements in applying accounting policies that have

a significant effect on the amounts recognised in the

financial statements are as follows:

• Valuation of sea defences (note 17)

• Estimation of useful lives and residual values for

depreciation expense (note 17)

• Deferred taxes (note 8)

• The application of pooling of interests method to

transactions carried out under common control (note 3)

• The allocation of IPO transaction and related costs

between equity raising costs (deducted from equity)

and those expense (note 11).

Assessments of materiality require judgement and

includes consideration of relevant qualitative and

quantitative factors. Information that is considered material

and relevant to understanding these financial statements

is included within the notes accompanying the financial

statements.

3 SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

The principal accounting policies applied in the

preparation of these financial statements are set out

below or, where an accounting policy is directly related

to an individual note, within the accompanying notes

to the financial statements. These policies have been

consistently applied to the years presented unless

otherwise stated.

BASIS OF CONSOLIDATION

The consolidated financial statements comprise the

financial statements of the Group at 30 September 2019

and 30 September 2018.

Subsidiaries are those entities over which the Group has

control. Control is achieved when the Group is exposed,

or has rights, to variable returns from its investment in the

entity, and has the ability to affect those returns through its

power over the entity.

The financial statements of the subsidiaries are

prepared for the same reporting period as the Parent,

using consistent accounting policies. The effects of

intercompany transactions are eliminated in preparing the

consolidated financial statements.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 71

ACQUISITION OF SUBSIDIARY SUBJECT
TO COMMON CONTROL

On 15 July 2019, Napier Port Holdings Limited (NPHL)

acquired 100% of the issued share capital of Port of Napier

Limited (PONL) from Hawke’s Bay Regional Investment

Company Limited (HBRIC). This constitutes a transaction

under common control as both entities were ultimately

controlled by the same party and as such the transaction is

not within the scope of NZ IFRS 3 Business Combinations.

The pooling of interests method has been adopted to

account for the acquisition as a business combination

carried out under common control. Under this method

pre-transaction carrying values are used. Cash paid to

HBRIC in conjunction with this reorganisation has been

treated similar to a dividend and deducted from retained

earnings. The financial statements have been prepared

as if PONL and NPHL were consolidated for all of the

periods presented. Historical information relates to

PONL as NPHL was only incorporated shortly before

the transaction and had not conducted any business prior

to acquiring PONL.

OTHER TAXES

Revenue, expenses, assets and liabilities are recognised

net of the amount of GST, except receivables and

payables, which are stated with the amount of GST

included. The net amount of GST recoverable from, or

payable to, the IRD is included as part of receivables or

payables in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows

on a basis net of the GST component of cash flows

arising from investing and financing activities, which is

recoverable from, or payable to, the IRD which is classified

as part of operating cash flows.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash at bank and

on hand, and bank deposits and other highly liquid

investments that are readily convertible to cash and have

a maturity of three months or less. 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.

PROVISIONS

Provisions are recognised when the Group has a present

legal or constructive obligation as a result of past events

and it is probable that an outflow of resources will be

required to settle the obligation and the amount can be

reliably estimated.

FOREIGN CURRENCY TRANSLATION

Transactions in foreign currencies are translated at the

New Zealand rate of exchange ruling at the date of

transaction. At balance date, foreign monetary assets and

liabilities are translated at the closing rate, and exchange

variations arising from these are included in the Income

Statement.

NEW STANDARDS ADOPTED

The following new standards have been adopted and

applied by the Group for the first time for its annual

reporting period commencing 1 October 2018:

NZ IFRS 9 Financial Instruments

The Group has applied NZ IFRS 9 Financial Instruments

retrospectively and has elected not to restate any

comparative information. The implementation of NZ IFRS 9

has resulted in changes in accounting policies, as follows:

Classification and measurement

From 1 October 2018, the Group classifies its financial

assets and financial liabilities in the following measurement

categories:

• those to be measured subsequently at fair value (either

through other comprehensive income, or through profit

or loss), and

• those to be measured at amortised cost.

The classification and measurement analysis of financial

instruments has not resulted in any reclassification

between measurement categories for the Group’s financial

assets and liabilities. Derivative financial instruments that

are in cash flow hedge relationships are measured at fair

value through other comprehensive income, and other

financial instruments (including cash and cash equivalents

(if any), trade and other receivables, trade payables and

loans and borrowings) are measured at amortised cost.

72 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Impairment
On adoption of NZ IFRS 9, the Group assesses on a

forward-looking basis, the expected credit loss associated

with its financial assets carried at amortised cost. At each

reporting date, the credit risk on a financial asset, apart

from trade receivables, is assessed to determine whether

there has been a significant increase in the credit risk. In

assessing whether there has been a significant increase

in credit risk, the Group considers both forward looking

information and the financial history of counterparties

to assess the probability of default or likelihood that full

settlement will not be received. For trade receivables, the

simplified approach to measuring expected credit loss is

adopted, which uses a lifetime expected loss allowance.

Based on an assessment carried out, the impairment loss

arising on financial assets was immaterial. As a result,

there were no measurement changes required to the

financial statements upon implementation of NZ IFRS 9.

Under the previous accounting policy, in accordance with

NZ IAS 39, trade receivables were recognised initially at

fair value and subsequently measured at amortised cost

and the carrying value of trade receivables were reduced

to the estimated recoverable amount when collection was

no longer probable.

Hedging

Interest rate swaps in place at 30 September 2018

also qualified as cash flow hedges under NZ IFRS 9.

The Group’s risk management strategies and hedge

documentation are aligned with the requirements of

NZ IFRS 9 and such swaps were therefore treated as

continuing hedges.

NZ IFRS 15 Revenue from Contracts with Customers

The Group has adopted NZ IFRS 15 Revenue from

Contracts with Customers from 1 October 2018, adopting

the new rules retrospectively. Accounting policies have

been changed to reflect the principles in the standard,

but resulted in no material adjustments to amounts

recognised in the financial statements. Accordingly, the

Group has not been required to adjust comparatives or

present a third balance sheet. Refer to note 4 for revenue

recognition accounting policies and the disaggregated

revenue disclosures.

NZ IFRS 16 Leases

The Group has elected to early adopt NZ IFRS 16 Leases.

In accordance with the transition provisions in NZ IFRS

16 the new rules have been adopted retrospectively with

the cumulative effect of initially applying the new standard

recognised on 1 October 2018. Comparative information

has not been restated.

On adoption of NZ IFRS 16, the Group recognised lease

liabilities in relation to leases which had previously been

classified as ‘operating leases’ under the principles of

NZ IAS 17 Leases. These liabilities were measured at the

present value of the remaining lease payments, discounted

using the interest rate implicit in each lease which is

immaterially different from the incremental borrowing

rate. The weighted average interest rate applied to lease

liabilities on 1 October 2018 was 6.1%.

The difference between the lease commitments disclosed

at 30 September 2018 of $1,311,000 and the lease

liability on initial recognition on 1 October 2018 of

$1,123,000 is due to discounting the operating lease

commitments.

$000

Operating lease commitments

disclosed as at 30 September 2018 1,311

Discounted using the incremental borrowing rate 1,123

Lease liability recognised as at 1 October 2018 1,123

Right-of use assets within Property, Plant and Equipment

were measured at the amount equal to the lease liability,

at the transition date of $1,123,000. The net impact on

retained earnings on 1 October 2018 was nil.

In applying NZ IFRS 16, the Group has continued to

account for lease payments on operating leases with a

lease term of 12 months or less in the income statement

on a straight-line basis over the lease term.

Comparatives

Certain immaterial adjustments have been made to prior

year comparatives to align with the current year disclosure.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 73

4 REVENUE AND SEGMENT REPORTING
2019 2018

$000 $000

Disaggregation of revenue

Port operations 97,536 89,884

Property operations 2,080 1,865

Operating Income 99,616 91,749

Rental income on investment properties within property operations was $56,750 during the year.

ACCOUNTING POLICIES:

Port operations

Port operations are a series of distinct performance obligations for the provision of marine, berthage

and port infrastructure services to the Group’s customers which are accounted for as a single performance obligation.

Revenue is recognised over-time using the percentage of completion method.

Revenue is measured based on the service price specified in the relevant tariffs or specific customer contract.

The contract price for the services performed reflects the value transferred to the customer.

Property operations

Investment property lease income is recognised on a straight-line basis over the period of the lease term.

Operating segments

The Group determines its operating segments based on internal information that is regularly reported to the

Chief Executive, who is the Group’s Chief Operating Decision Maker (CODM).

The Group operates in one reportable segment being Port Services. This consists of providing and managing port

services and cargo handling infrastructure through Napier Port. Within the Port Services reportable segment the following

operating segments have been identified: marine services, general cargo services, container services, port pack services

and depot services. These have been aggregated on the basis of similarities in economic characteristics, customers,

nature of services and risks.

The Group operates in one geographic area, that being New Zealand. During the year the Group had a single external

customer which comprised 11% of total revenue.

5 OTHER INCOME AND EXPENSES

2019 2018

$000 $000

Included within other operating expenses are:

Auditor remuneration - audit fees 187 148

Auditor remuneration - non audit services 732 -

Directors’ fees 449 311

Operating leases - 248

Auditor remuneration - non audit services comprises fees to EY for remuneration benchmarking (a non-assurance service)

and as investigating accountant in relation to the public disclosure statement and register entry issued as part of the IPO

(an assurance service).

2019 2018

$000 $000

Included within other income and expenses are:

Gain on sale of property, plant and equipment (15) (24)

Asset retirement expenses 110 -

Fair value gain on investment property (230) (685)

Other (income) and expenses (135) (709)

74 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

6 NET FINANCE COSTS
2019 2018

Note $000 $000

Interest income (136) -

Finance income (136) -

Interest expense on borrowings 3,616 4,367

Termination of interest rate swaps 7,141 -

Lease imputed interest 20 61 -

Less: Interest capitalised to property, plant & equipment (245) (260)

Finance expenses 10,573 4,107

Net finance costs 10,437 4,107

The weighted average interest rate on interest capitalised during the year was 4.7%.

In August 2019 the Group’s external loans and borrowings were repaid and interest rate swap agreements in place were

terminated. The fair value of the interest rate swaps at the termination date was reclassified from the hedging reserve

within equity to profit and loss.

ACCOUNTING POLICIES:

Borrowing costs are expensed as incurred except when they are directly attributable to the acquisition of a qualifying

asset. When this is the case borrowing costs are capitalised during the period of time that is required to complete the

asset for its intended use or sale.

7 INCOME TAX EXPENSE

2019 2018

Note $000 $000

Reconciliation between income tax expense and tax expense calculated

at the statutory income tax rate:

Profit before income tax 12,030 24,435

Income tax at 28% 3,368 6,842

Adjustment to prior year tax 161 193

Tax effect of non-deductible items 1,717 17

Tax effect of non-assessable items (64) (193)

Income tax expense 5,182 6,859

The income tax expense is represented by:

Current tax on profits for the year 5,684 6,568

Adjustments for current tax of prior periods 79 -

Current income tax expense 5,763 6,568

Deferred income tax expense 8 (581) 291

Income tax expense 5,182 6,859

ACCOUNTING POLICIES:

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the

applicable income tax rate adjusted for changes in deferred tax assets and liabilities attributable to temporary differences.

The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the

balance sheet date.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 75

8 DEFERRED TAX LIABILITY
2019 2018

$000 $000

Balance 1 October (21,848) (21,662)

Adjustment to prior year provision (82) -

Deferred portion of current year tax expense 663 (291)

Amounts credited and charged direct to equity 2,831 105

Balance at 30 September (18,436) (21,848)

Deferred tax is represented by:

Deferred tax asset

Fair value losses on derivatives - 1,487

Share-based payments 93 -

Other 807 613

900 2,100

Deferred tax liability

Property, plant and equipment (9,112) (9,342)

Revaluation of sea defences (10,168) (14,606)

Fair value gains on derivatives (56) -

(19,336) (23,948)

Net deferred tax liability (18,436) (21,848)

Imputation credit account

Balance at 30 September 3,834 22,514

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

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

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

Deferred tax on sea defences

Management reviewed the assumptions applied in determining the value of the residual portion of revalued sea defence

assets for deferred tax purposes during the year. The estimate of residual value has increased by $17 million as the

percentage of replacement cost estimated to be residual value increased from 20% to a range of 25 - 50% of the sea

defence assets. This resulted in a reduction in deferred tax liability of $4.4 million and a corresponding increase in the

Revaluation Reserve within Equity.

ACCOUNTING POLICIES:

Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for where the

initial recognition of assets or liabilities does not affect neither accounting nor taxable profit.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available

against which the asset can be utilised and subsequently reduced to the extent that it is no longer probable that the

related tax benefit will be realised.

Deferred tax assets and liabilities are measured based on the tax consequences that follow from the manner of their

expected recovery or settlement, the determination of which requires the application of judgement and estimates.

Deferred tax liabilities are not recognised for fair value adjustments to land, including the estimated residual portion of

revalued sea defence assets and investment properties, as their value is deemed to be recoverable through eventual

sale. Whether the residual portion of revalued sea defence assets are non-depreciable and recoverable through

eventual sale is a significant judgment in the determination of deferred tax balances as is the estimation of this non-

depreciable amount.

76 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

9 EARNINGS PER SHARE
2019 2018

Cents Cents

Basic earnings per share

Basic earnings per share 0.06 0.16

Diluted earnings per share

Diluted earnings per share 0.06 0.16

2019 2018

$000 $000

Reconciliation of earnings used in calculating earnings per share:

Basic and diluted earnings per share

Net profit attributable to the ordinary shareholders of the Group 6,848 17,576

2019 2018

Number Number

(000) (000)

Weighted average number of shares used as the denominator.

Weighted average number of ordinary shares (excluding treasury stock)

used as the denominator in calculating basic earnings per share 120,532 110,000

Adjustments for calculation of diluted earnings per share:

Executive Long-Term Incentive Plan share rights 19 -

Fair Share Plan 56 -

Weighted average number of ordinary shares and potential ordinary shares

used as the denominator in calculating diluted earnings per share 120,607 110,000

ACCOUNTING POLICIES:

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the Group by the

weighted average number of ordinary shares outstanding during the financial year, excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into

account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary

shares, and the weighted average number of ordinary shares that would have been outstanding assuming the

conversion of all dilutive potential ordinary shares.

10 DIVIDENDS

2019 2018

$000 $000

Recognised amounts (pre initial public offering):

Special dividend paid 43,957 -

Dividends paid 10,000 10,000

53,957 10,000

ACCOUNTING POLICIES:

Provision is made for dividends when they have been approved by the Board of Directors on or before the end of the

reporting period but not distributed at the end of the reporting period.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 77

11 CAPITAL AND RESERVES
Share Capital

2019 Number


of Shares2019


Nominal Value2018 Number


of Shares2018


Nominal Value

(000) $000 (000) $000

Balance at 1 October 21,000 21,000 21,000 21,000

Business reorganisation 89,000 - - -

Issue of ordinary shares 90,000 234,000

Treasury shares (124) (323)

Fair Share plan (472) (1,228) - -

199,404 253,449 21,000 21,000

Less: Transaction costs arising on issue of shares - (7,045) - -

Balance at 30 September 199,404 246,404 21,000 21,000

ACCOUNTING POLICIES:

All ordinary shares have no par value, equal voting rights and share equally in dividends and surplus on winding up.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from

the proceeds.

Treasury Shares

2019 Number


of Shares2019


Nominal Value2018 Number


of Shares2018


Nominal Value

Note (000) $000 (000) $000

Acquired in conjunction with initial public offering 21 124 323 - -

Balance at 30 September 124 323 - -

Fair Share Plan

2019 Number


of Shares2019


Nominal Value2018 Number


of Shares2018


Nominal Value

Note (000) $000 (000) $000

Balance in conjunction with initial public offering 21 472 1,228 - -

Balance at 30 September 472 1,228 - -

The shares issued under the Fair Share Plan are held in Trust on behalf of employees until the employees’ loans

are satisfied in full. The Trust is a subsidiary of and consolidated in the financial statements of the Group.

Costs incurred in relation to equity raising

The Group has incurred total transaction costs of $13,449,000 during the year related to the initial public offering and

listing of Napier Port Holdings Limited equity securities on the New Zealand Stock Exchange. Management have applied

judgement to allocate these transaction costs between incremental costs that are directly attributable to issuing new

shares and should be deducted from equity ($5,105,000), costs that relate to the share market listing or are otherwise

not incremental and directly attributable to issuing new shares which should be recorded as an expense in the income

statement ($4,749,000), and joint costs that relate to both share issuance and listing ($3,595,000). The joint costs were

required to be allocated between equity and expense on a rational basis and Management have applied judgement in

determining this allocation. These judgements resulted in incremental costs of $7,045,000 included in Share Capital

within Equity and costs of $6,404,000 being expensed in the Income Statement.

78 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

ACCOUNTING POLICIES:
Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in fair value of derivatives that are

designated and qualify as cash flow hedge instruments, related to hedged transactions that have not yet occurred.

Revaluation reserve

The revaluation reserve relates to the revaluation of the port sea defences.

Share-based payment reserve

The employee equity reserve is used to record the value of share-based payments.

Treasury shares

The Group’s own equity instruments, which are reacquired for later use in share-based payment arrangements, are

deducted from share capital.

12 TRADE AND OTHER PAYABLES

2019 2018

$000 $000

Trade payables 4,738 2,627

GST payable 169 598

Trade accruals 3,889 3,093

Employee entitlement accruals 3,675 3,051

12,471 9,369

ACCOUNTING POLICIES:

Trade and other payables are initially recorded at fair value and subsequently at amortised cost using the effective

interest method.

Liabilities for wages, salaries and performance payments, including annual leave, expected to be settled within

12 months of the reporting date are recognised in respect of employee services up to the reporting date.

They are measured at the amounts expected to be paid when the liabilities are settled.

13 PROVISIONS FOR EMPLOYEE ENTITLEMENTS

2019 2018

$000 $000

Balance at 1 October 417 371

Additional provision made 59 89

Amount utilised (40) (43)

Balance at 30 September - Non-current 436 417

ACCOUNTING POLICIES:

The liability for long service leave is recognised and measured at the present value of the expected future entitlements

to be made in respect of services provided by employees up to the reporting date. Consideration is given to the

expected future wage and salary levels, experience of employee departures and periods of service.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 79

14 LOANS AND BORROWINGS
The note below provides information about the contractual terms of the Group’s interest bearing loans and borrowings:

Committed FacilitiesUndrawn


FacilitiesCapitalised


Loan CostsCarrying Value

2019 Maturity Coupon NZ$000 NZ$000 NZ$000 NZ$000

Westpac New Zealand Limited facility Jul-23 Floating 60,000 60,000 - -

Industrial and Commercial Bank of China

(New Zealand) Limited facility Sep-24 Floating 80,000 80,000 - -

Industrial and Commercial Bank of China

(Asia) Limited facility Sep-24 Floating 40,000 40,000 - -

Total non-current 180,000 180,000 - -

Committed FacilitiesUndrawn


FacilitiesCapitalised


Loan CostsCarrying Value

2018 Coupon NZ$000 NZ$000 NZ$000 NZ$000

Westpac New Zealand Limited facility Floating 65,000 27,000 9 37,991

ASB Bank Limited facility Floating 55,000 12,500 - 42,500

Total non-current 120,000 39,500 9 80,491

Following the completion of the Initial Public Offering in August 2019, the Group repaid its existing debt facilities with

Westpac New Zealand Limited and ASB Bank Limited, and these facilities were closed.

The Group has entered into three new facilities which provide total available facilities of $180 million, to fund the

completion of the 6 wharf expansion project and general corporate purposes. Establishment fees paid on the new facilities

have been included as a prepayment within trade and other receivables until the facilities are drawn down.

The facility agreements require that certain covenants are met and will require the Group to maintain or better specified

Debt Coverage, Interest Coverage, Equity and Group Coverage ratios.

Security for the facilities with the banks is by way of negative pledge over the assets of the Group in respect of both the

sale of assets and other security interests.

ACCOUNTING POLICIES:

On initial recognition all borrowings are recognised at the fair value of consideration received less directly attributed

transaction costs. Borrowings are subsequently measured at amortised cost using the effective interest method.

Fees paid on the establishment of loan facilities are amortised over the term of the loan.

80 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

15 TRADE AND OTHER RECEIVABLES
2019 2018

$000 $000

Trade receivables 8,620 9,223

Prepayments 4,577 2,968

13,197 12,191

The aging of trade receivables at reporting dates is set out below:

2019 2018

$000 $000

Not past due 7,378 7,434

Past due 0 - 30 days 1,088 1,292

Past due 30 - 60 days 111 351

Past due > 60 days 43 146

8,620 9,223

ACCOUNTING POLICIES:

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective

interest rate method, less any lifetime expected credit losses.

16 INTANGIBLE ASSETS

Computer software

2019 2018

$000 $000

Cost

Opening balance at 1 October 6,606 6,330

Additions 272 276

Closing balance at 30 September 6,878 6,606

Accumulated amortisation

Opening balance at 1 October 5,270 4,677

Amortisation for the period 498 593

Closing balance at 30 September 5,768 5,270

Closing net book value at 30 September 1,110 1,336

ACCOUNTING POLICIES:

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the

specific software. These costs are amortised using the straight-line method over their estimated useful lives of between

3 to 10 years.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 81

17 PROPERTY, PLANT AND EQUIPMENT
Port LandSea DefencesSite ImprovementsWharves & JettiesBuildingsPlant & EquipmentDredgingWork in ProgressTotal

Cost or fair value

At 1 October 2018 38,655 87,998 61,754 46,650 28,655 115,458 16,696 6,426 402,292

Additions - - - - - - - 18,542 18,542

Additions - Leases - - - - - 1,123 - - 1,123

Disposals - - (19) - - (584) - - (603)

Transfers - 122 1,880 778 93 3,648 16 (6,809) (272)

At 30 September 2019 38,655 88,120 63,615 47,428 28,748 119,645 16,712 18,159 421,082

Accumulated depreciation and impairment

At 1 October 2018 - 409 22,267 9,260 10,544 44,327 5,873 - 92,680

Depreciation - 348 1,844 625 702 7,207 757 - 11,483

Impairment - - - - 190 - - - 190

Disposals - - - - - (456) - - (456)

At 30 September 2019 - 757 24,111 9,885 11,436 51,078 6,630 - 103,897

Closing net book

value 2019 38,655 87,363 39,504 37,543 17,312 68,567 10,082 18,159 317,185

Cost or fair value

At 1 October 2017 38,655 87,711 58,896 45,190 28,228 102,795 14,891 13,178 389,544

Additions - - - - - - - 13,159 13,159

Disposals - - - - - (693) 558 - (135)

Transfers - 287 2,858 1,460 427 13,356 1,247 (19,911) (276)

At 30 September 2018 38,655 87,998 61,754 46,650 28,655 115,458 16,696 6,426 402,292

Accumulated depreciation and impairment

At 1 October 2017 - - 20,525 8,660 9,846 38,757 4,567 - 82,355

Depreciation - 409 1,742 600 698 6,057 750 - 10,256

Impairment - - - - - 135 - - 135

Transfers/ Disposals - - - - - (622) 556 - (66)

At 30 September 2018 - 409 22,267 9,260 10,544 44,327 5,873 - 92,680

Closing net book

value 2018 38,655 87,589 39,487 37,390 18,111 71,131 10,823 6,426 309,612

Plant and Equipment includes right-of-use assets relating to leased plant and equipment.

Sea defences were revalued to fair value as at 30 June 2017 by AECOM New Zealand Ltd and the revalued amounts

included in the statement of financial position as at 30 September 2017. The valuation has been prepared on an optimised

depreciated replacement cost basis and in accordance with the NZ Infrastructure Asset Valuation and Depreciation

Guidelines published by the NAMS group of IPWEA.

SIGNIFICANT ESTIMATES – VALUATION OF SEA DEFENCES

The valuation of sea defences is subject to assumptions and judgements which materially affect the resulting valuation.

Such factors include replacement quantities and unit values, the condition and performance of assets, estimated

total and remaining effective lives of 70 to 156 years and 5 to 62 years, respectively, and estimated residual values of

20% of replacement cost. Other inputs incorporated into the valuation process include Statistics NZ Indices and an

allowance for project on-costs of 10-12%. An increase in the remaining useful life, the residual value assumption, or in

replacement quantities and unit values for sea defence assets will result in an increase in the valuation and vice versa.

82 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

During the year, management have reassessed the residual values applied to floating plant, such that residual values
are now estimated to be 5-10% of cost compared to 5-50% in the comparative period. This resulted in an increase in

depreciation expense during the period of $540,000.

The historical cost of the sea defence asset class is $4,696,000.

The fair value measurement has been categorised as a Level 3 fair value based on inputs which are not based on

observable market data.

ACCOUNTING POLICIES:

Recognition and measurement of assets

Sea defences are measured at fair value, based on periodic valuations by suitably qualified and experienced

professionals, less accumulated depreciation and impairment. Revaluations are performed with sufficient regularity to

ensure that the carrying value does not differ materially from its fair value. Differences between the valuations and the

preceding carrying values are taken to the revaluation reserve. If the net balance of a revaluation reserve was to become

a debit this would be charged to the income statement.

All other property, plant and equipment assets are accounted for at historical cost less accumulated depreciation and

impairment. This is the value of the consideration given to acquire the assets and the value of other directly attributable

costs that have been incurred in bringing the assets to the location and condition necessary for their intended service.

The cost of assets constructed by the Group includes the cost of all materials used in construction, associated

borrowing costs, direct labour on the project and an appropriate amount of directly attributable costs. Costs cease to be

capitalised as soon as the asset is ready for productive use.

Subsequent costs are added to the carrying amount of an item of property, plant and equipment when that cost is

incurred if it is probable that the future economic benefits embodied with the item will flow to the Group. All other costs

are recognised in the income statement as an expense as incurred.

Work in progress are costs incurred in the course of bringing assets to the location and condition necessary for their

intended service and includes costs of obtaining resource consents where required to proceed with capital projects.

Depreciation

Depreciation is provided on all tangible property, plant and equipment other than freehold land and capital dredging, at

rates calculated to allocate the assets’ cost less estimated residual value, over their estimated useful lives.

The following main classes of property, plant and equipment are depreciated on a straight-line basis and their estimated

useful lives are:

Years Years

Site Improvements 10-50 Wharves and Jetties 10-80

Vehicles, Plant and Equipment 3-25 Buildings 10-60

Floating Plant 30 Sea Defences 100-200

Maintenance Dredging 8

Depreciation on crane assets is calculated on a unit-of-production basis with estimated useful lives of 33,000-36,000

operating hours.

Land and capital dredging are not depreciated as they are considered to have indefinite useful lives.

The residual values and useful economic lives adopted for depreciation purposes are key assumptions in determining

depreciation of sea defences.

Impairment

Assets that have an indefinite useful life are not subject to depreciation and are tested annually for impairment. Assets

that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate

that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the carrying

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

costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for

which there are separately identifiable cash flows.

Impairment losses directly reduce the carrying amount of assets and are recognised in the income statement.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 83

18 INVESTMENT PROPERTIES
2019 2018

$000 $000

Balance at 1 October 7,970 7,285

Gain from fair value adjustments 230 685

Balance at 30 September 8,200 7,970

Investment properties were externally valued at 30 September 2019 by a registered valuer with relevant experience of the

property type and location.

The fair value has been determined by the valuer using a market approach based on comparable property sales within the

area. The fair value measurement has been categorised as a Level 3 fair value based on inputs which are not based on

observable market data.

19 INVESTMENT IN JOINT VENTURE

The Group has 33.33% interest in Longburn Intermodal Freight Hub Limited which was set up as a joint venture to

develop a facility at Longburn near Palmerston North to provide container storage and logistics solutions.

Investment in joint venture

2019 2018

$000 $000

Balance at 1 October 850 834

Additions 230 110

Share of recognised revenues and expenditure (228) (19)

Provision for impairment (852) (75)

Balance at 30 September - 850

Summarised unaudited financial information of joint venture:

Assets 2,913 3,453

Liabilities (358) (281)

Net assets 100% 2,555 3,172

Group’s share (33.33%) 852 1,057

Provision (852) (207)

Balance at 30 September - 850

Revenues (74) 226

Net loss after tax (683) (58)

Group’s share of net loss (33.33%) (228) (19)

During the year the Group’s investment in Longburn Intermodal Freight Hub Limited was tested for impairment and as a

result fully impaired. For impairment testing cashflows were projected using management forecasts over a five year period,

terminal cash flows were estimated using a constant revenue growth rate of 10% after year five and a pre-tax discount rate

of 15% was used.

ACCOUNTING POLICIES:

The Group accounts for its joint venture interest in the financial statements using the equity method which requires the

initial investment to be recognised at cost and adjusted thereafter for the post acquisition change in the Group’s share

of the net assets of the investee.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity,

including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has

incurred obligations or made payments on behalf of the other entity.

Investments in joint ventures are assessed for impairment where there is objective evidence of impairment

as a result of one or more events that will impact on the estimated cash flows from the net investment and these

can be reliably estimated.

84 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

20 LEASES
AS LESSEE

2019

$000

Right-of-use assets – plant and equipment

Balance at 1 October 1,123

Depreciation (213)

Balance at 30 September 910

Lease liabilities

Balance at 1 October 1,123

Interest expense 61

Lease payments - cash (250)

Balance at 30 September 934

Lease liabilities

Current 200

Non-current 734

934

The Group leases plant and equipment for port operations typically for fixed periods of 5 to 7 years. Lease terms

are negotiated on an individual basis and contain a wide range of different terms and conditions.

ACCOUNTING POLICIES:

The Group recognises a right-of-use asset and a lease liability at the commencement date of a lease except for short-

term operating leases, where the lease term is less than 12 months, or related to low value assets, which are expensed

on a straight-line basis over the term of the lease.

On initial recognition lease liabilities are recognised at the net present value of the lease payments discounted using

the interest rate implicit in the lease. Lease liabilities are subsequently measured at amortised cost.

Right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability. Right-of-use

assets are included within property, plant and equipment in the statement of financial position and are subsequently

measured on the same basis.

AS LESSOR

The Group leases land and buildings to port users for terms of 1-30 years. The Group manages the risk associated

with leased land and buildings by having formal contracts which include obligations on tenants to observe relevant laws,

regulations, port operating requirements, and the right to conduct contaminant testing and require reinstatement to agreed

standards.

At balance date the following operating lease payments were receivable by the Group:

2019 2018

$000 $000

Receivable within one year 1,660 1,902

Between one and two years 1,309 1,322

Between two and five years 3,919 3,927

Over five years 8,806 10,107

15,694 17,258

ACCOUNTING POLICIES:

Lease income from operating leases is recognised as income on a straight-line basis over the term of the lease.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 85

21 SHARE-BASED PAYMENTS
FAIR SHARE PLAN

At the time of the initial public offering employees of the Group were offered an interest-free limited recourse loan to

purchase up to $5,000 worth of ordinary shares at the price that the shares initially listed on the NZX. The shares are

held in Trust on behalf of the employees until the employee’s loans are settled in full. The employee loans are repayable

on the earlier of the 10th anniversary of Napier Port Holdings Limited listing on the NZX, the date an employee ceases

employment with the Group, or when an employee repays their loan balance. Any dividends paid by the Group while the

employee loans are outstanding are credited against the employees’ loan balance. If at the time employees are required

to repay their loans the shares are worth less than the loan, the employees are not required to repay the loan balance but

they will forfeit their shares.

As the conditions of the Fair Share plan give the employee the right, but not necessarily the obligation, to subscribe to

shares the arrangement is considered for accounting purposes, an in-substance share option plan, and is accounted for

under NZ IFRS 2 Share-Based Payments. Because the employees can leave at any time and repay their loans, or early

repay their loans at any time, and take legal ownership of their shares, there is no vesting period and the full amount of the

fair value of the award has been recognised at the grant date and there will be no further adjustment.

The fair value of the options at the grant date was determined using the Black Scholes option pricing model, taking into

account the terms and conditions under which the options were granted. The following tables lists the inputs used at the

time the options were granted.

Black Scholes Option Pricing Model 2019

Exercise price $2.60

Dividend yield 2.32%

Expected volatility 18.7%

Risk free interest rate 0.86% - 1.92%

Expected life of the options 9.1 years

472,288 shares were granted under the Fair Share plan with an option fair value of $0.68 per share. During the year

ended 30 September 2019 an expense of $321,000 has been recognised in the Consolidated Income Statement in

respect of the Fair Share plan.

EXECUTIVE LONG-TERM INCENTIVE (LTI) PLAN

In August 2019, the Group introduced an equity-settled LTI plan. Under this LTI plan, share rights are issued

to participating executives and these have a two or three year vesting period. The vesting of share rights entitle the

executive to the receipt of one Napier Port Holdings Limited ordinary share per share right at nil cost, plus additional

shares to the value of any dividends which would have been paid on the underlying shares during the vesting period.

Vesting is subject to the executive remaining employed by the Group during the vesting period, the achievement of certain

EBITDA targets over the prospective financial information period (2 years), and total shareholder return (TSR) hurdles over

the vesting period.

The proportion of share rights that vests depends on the Group’s TSR performance ranking relative to the NZX50 index.

To the extent that performance hurdles are not met or executives leave employment of the Group prior to vesting, the share

rights are forfeited.

Number of Share Rights Issued:

Balance at Granted Balance at

Grant Date Vesting Date 30 September 2018 During the Year 30 September 2019

19-Aug-19 19-Aug-22 - 162,689 162,689

Total LTI Plan - 162,689 162,689

Share rights are valued as zero cost in-substance options at the date at which they are granted, using the Monte Carlo

Option Pricing model. The following table lists the key inputs into the valuation:

Monte Carlo Option Pricing Model 2019

Grant Date 19-Aug-19

Vesting Date 19-Aug-22

Grant Date Share Price $2.60

Risk Free Interest rate 0.94%

Expected Dividends $0.26

Valuation per Share Right $1.26

86 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

The weighted average remaining contractual life of the options at 30 September 2019 is 2.83 years.
During the year ended 30 September 2019, an expense of $12,000 has been recognised in respect of the LTI plan

in the Consolidated Income Statement.

ACCOUNTING POLICIES:

The cost of share-based payment transactions are spread over the period in which the employees provide services

and become entitled to the awards.

The cost of the equity-settled share-based transactions are measured by reference to the fair value of the equity

instruments at the date at which they are granted. The cost of equity settled transactions is recognised in the income

statement, together with a corresponding increase in the share-based payment reserve in equity.

22 RELATED PARTY TRANSACTIONS

2019 2018

Transactions with owners $000 $000

Related Party Nature of Transactions Value of Transactions

Hawke’s Bay Regional Council Rates, levies and consents 158 39

Council Services 3 6

Subvention payment 32 144

Consultancy contribution 214 -

Lease Income (12) (12)

Hawke’s Bay Regional Investment Company Return of capital pre IPO (including dividends) 117,857 10,000

Subvention payment 5,708 177

Council services 207 -

Transaction costs reimbursed 3,710 50

Following the completion of the Initial Public Offering, Hawke’s Bay Regional Investment Company Limited owns 55%

of the ordinary shares of Napier Port Holdings Limited (previously 100%). Hawke’s Bay Regional Investment Company

Limited is wholly owned by Hawke’s Bay Regional Council, which is the ultimate controlling party of the Group.

Immediately prior to the IPO Port of Napier Limited (PONL) paid a fully imputed dividend to HBRIC of $44.0 million and

Napier Port Holdings Limited paid cash proceeds for the purchase of PONL shares to HBRIC of $63.9 million as a return

of capital.

The amounts owing to related parties are paid in accordance with the Group’s normal commercial terms of trade.

Certain directors of the Group are also directors of other companies with whom the Group transacts. All such transactions

are on normal commercial terms.

Key management compensation

Compensation of directors and executives, being the key management personnel is as follows:

2019 2018

$000 $000

Short-term employee benefits 3,233 2,720

Termination benefits - 260

Share-based payments 24 -

3,257 2,980

23 COMMITMENTS & CONTINGENCIES

CAPITAL EXPENDITURE COMMITMENTS

At balance date there were commitments in respect of contracts for plant capital expenditure totalling $6,335,000 (2018:

$1,514,000).

CONTINGENT LIABILITIES

There were no material contingent liabilities at balance date (2018: $Nil).

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 87

FINANCIAL GUARANTEES
The Group has financial performance guarantees in place, the maximum callable under the guarantees

as at 30 September 2019 was $108,000.

24 FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Group’s activities expose it to a variety of financial risks, including credit risk, liquidity risk, foreign currency risk

and cash flow interest rate risk. The Group’s overall risk management programme focuses on the unpredictability

of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

CREDIT RISK

In the normal course of its business the Group incurs credit risk from accounts receivable, bank balances and interest rate

swap agreements.

There is no significant concentration of credit risk and the Group has a policy of assessing the credit risk of significant new

customers and monitors the credit quality of existing customers. Counterparties to cash and derivative financial assets are

major banks, approved by the Directors. The Group’s maximum credit risk exposure are as disclosed in the statement of

financial position and collateral or other security is not held.

The Group has trade receivables as financial assets that are subject to the expected credit loss model under NZ IFRS 9.

For trade receivables the Group applies the NZ IFRS 9 simplified approach to measuring expected credit losses which

uses a lifetime expected loss allowance for all trade receivables.

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 managing liquidity is to ensure, as far as possible, that it will always have sufficient cash and

borrowing facilities available to meet its liabilities when due, under both normal and adverse conditions. The Group’s cash

flow requirements and the utilisation of borrowing facilities are continuously monitored.

The following table sets out the contractual cash flows for all financial liabilities:

Contractual maturity analysis

Carrying Cash Less 1 - 2 2 - 5 More

Amount flows to than Years Years than

Maturity 1 Year 5 Years

$000 $000 $000 $000 $000 $000

2019

Trade payables 4,738 4,738 4,738 - - -

Lease liabilities 934 1,225 288 288 649 -

Forward exchange contracts (200) 4,598 4,598 - - -

5,472 10,561 9,624 288 649 -

2018

Bank overdraft 109 109 109 - - -

Trade payables 2,627 2,627 2,627 - - -

Loans and borrowings 80,491 84,904 2,351 43,717 38,836 -

Interest rate swaps 5,323 5,323 221 1,113 1,754 2,235

Forward exchange contracts (13) 454 454 - - -

88,537 93,417 5,762 44,830 40,590 2,235

88 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

2019 2018
$000 $000

At balance date the Group had bank facilities of:

Overdraft 1,000 1,000

Credit facilities 180,000 120,000

Total 181,000 121,000

At balance date the utilisation of bank facilities was:

Overdraft - 109

Credit facilities - 80,500

Total - 80,609

MARKET RISK

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the

Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage

and control market risk exposures within acceptable parameters, while optimising the return on risk.

ACCOUNTING POLICIES:

Derivative financial instruments

Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between

the hedging instrument and the hedged item.

(i) Classification of derivatives

Derivatives are only used for economic hedging purposes and not as speculative investments.

(ii) Hedge ineffectiveness

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 hedging

instrument.

Forward contracts

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

hedging instrument match 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.

Interest rate swaps

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 are matched, the economic relationship are considered to be 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/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.

(iii) Measurement of derivatives

Forward exchange contracts and options and interest rate swaps are initially recognised at fair value on the date

on which a derivative contract is entered into and are subsequently remeasured to fair value at balance date. The fair

value of interest rate swaps is determined by reference to market values for similar instruments. The fair value of forward

exchange contracts and options is determined by reference to current forward exchange rates for contracts with similar

maturity profiles.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 89

(i) Interest rate risk
The Group utilises interest rate caps and swaps to manage interest rate exposures for future periods. The Group’s main

interest rate risk arises from loans and borrowings with variable rates, which expose the Group to cash flow interest rate

risk. Generally, the Group enters into long-term borrowings at floating rates and swaps them into fixed rates. The Group’s

treasury policy defines the use of approved hedging instruments to manage interest rate exposures within minimum and

maximum bands of fixed interest rate cover.

Instruments used by the Group:

There were no interest rate swap agreements in place at 30 September 2019.

Effects of hedge accounting on the financial position and performance:

The effects of the interest rate swaps on the Group’s financial position and performance are as follows:

2019 2018

Interest rate swaps $000 $000

Notional principal amounts (including forward starting swaps) and the expiry period

of the contracts are as follows:

Less than 1 year - 20,000

1 - 2 years - 20,000

2 - 3 years - 2,000

Greater than 3 years - 62,500

Total - 104,500

Carrying amount (liability) - 5,323

Hedge ratio - 1:1

Change in fair value of outstanding hedging instruments since 1 October - (391)

Change in value of hedged item used to determine hedge effectiveness - 391

Weighted average hedged rate for the year - 4.8%

Sensitivity:

At the reporting date, if bank interest rates had been 100 basis points higher/lower with all other variables held constant,

it would increase/(decrease) profit or loss and other comprehensive income by the amounts shown below.

Profit or Loss Other Comprehensive Income

100bp 100bp 100bp 100bp

Increase Decrease Increase Decrease

$000 $000 $000 $000

Cash and cash equivalents 312 (312) - -

30 September 2019 312 (312) - -

Variable rate loans (805) 805 - -

Interest rate swaps 545 (545) 2,323 (2,193)

30 September 2018 (260) 260 2,323 (2,193)

(ii) Foreign exchange rate risk

The Group undertakes transactions denominated in foreign currencies from time to time and exposure in foreign

currencies arises from these activities. The Group’s exposure to foreign currency risk at the end of the reporting period,

expressed in New Zealand Dollars and the contracted terms were as follows:

NZD Currency

Amount Amount

Foreign exchange contracts $000 $000

2019

EUR 4,598 2,755

2018

USD 454 309

90 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Instruments used by the Group:
Foreign exchange risk arises from commercial transactions and recognised assets and liabilities denominated in a

currency that is not the New Zealand Dollar. The risk is measured through a forecast of highly probable foreign currency

expenditures and hedged with the objective of minimising the volatility of the New Zealand Dollar cost of foreign currency

purchases.

It is the Group’s policy to hedge foreign currency risks above a certain value threshold as they arise and use forward

foreign exchange contracts to manage these exposures.

2019 2018

Foreign currency forwards $000 $000

Carrying amount (asset) 200 13

Notional amount 2,755 309

Maturity date Oct - Nov 19 30-Nov-18

Hedge ratio 1:1 1:1

Change in value of hedged item used to determine hedge effectiveness (200) (13)

Weighted average hedged rate for the year (including forward points) EUR 0.59:NZD 1 USD 0.68:NZD 1

Sensitivity:

At the reporting date, a 10% strengthening or weakening of the New Zealand dollar against the relevant foreign currencies

with all other variables held constant, would increase/(decrease) profit or loss and other comprehensive income by the

amounts shown below.

Profit or Loss Other Comprehensive Income

10% NZD 10% NZD 10% NZD 10% NZD

Increase Decrease Increase Decrease

$000 $000 $000 $000

30 September 2019 - - (436) 533

30 September 2018 - - (30) 64

FAIR VALUES

Fair value hierarchy

2019 2018

$000 $000

Financial assets at amortised cost

Cash and cash equivalents 31,224 -

Trade receivables 8,620 9,223

Total financial assets 39,844 9,223

Financial liabilities/(assets) at fair value

Interest rate swaps - 5,323

Forward foreign exchange contracts (200) (13)

(200) 5,310

Financial liabilities at amortised cost

Overdraft - 109

Trade payables 4,738 2,627

Loans and borrowings - 80,491

Lease liabilities 934 -

5,672 83,227

Total financial liabilities 5,472 88,537

The carrying value of all financial assets and liabilities approximates their fair value.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 91

Estimation of the fair value of financial instruments
The fair value of financial instruments is determined on a hierarchical basis that reflects the significance of the inputs used

in making the measurements. The fair value hierarchy is:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or liabilities.

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that

are not based on observable market data (unobservable inputs).

All financial instruments recognised on the Group’s statement of financial position at fair value sit within Level 2.

Capital management

The Board’s policy is to maintain a strong capital base, which the Group defines as total shareholder’s equity, so as

to maintain shareholder and banker confidence and to sustain the future development of the Group. The Group has

established policies in capital management, including specific requirements relating to minimum interest cover, minimum

debt to debt plus equity, and minimum total committed funding to maximum debt over the next 12 months.

The facility agreements require that certain covenants are met and will require the Group to maintain or better specified

Debt Coverage, Interest Coverage, Equity and Group Coverage ratios.

25 ALTERNATIVE NON-NZ GAAP PERFORMANCE MEASURE

The result from operating activities reported on the face of the consolidated income statement is a non-NZ GAAP measure

that is not required by nor defined by relevant reporting standards. The Group considers this metric useful as it provides

the result from core operating activites for comparison from period to period.


The result from operating activities is intended to be calculated as operating income less operating expenses.

The measure excludes income and expenses related to the depreciation, amortisation, impairment and retirement

of operating and other assets, income and expenses arising from fair value changes, non-recurring and abnormal,

joint-venture and other investment activity.

The result from operating activities measure includes certain non-cash income and expenses related to core operating

activities such as accrued income and expenses and share-based payments.

92 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

26 COMPARISON TO PROSPECTIVE FINANCIAL STATEMENTS
26.1 PROSPECTIVE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2019 2019

NZ$000 Actual Forecast

Revenue from Port Operations 97,536 95,410

Property Operations 2,080 1,948

Revenue 99,616 97,358

Employee benefit expenses 29,454 28,401

Maintenance expenses 9,073 8,810

Other operating expenses 19,102 26,185

Operating expenses 57,629 63,396

Results from operating activities 41,987 33,961

Depreciation, amortisation and impairment expenses 12,171 11,680

Other (income) and expenses (135) (25)

IPO transaction and related costs 6,404 -

Share of loss and impairment of joint venture 1,080 1,119

Profit before finance costs and tax 22,467 21,187

Finance income (136) (139)

Finance expenses 10,573 10,575

Net finance costs 10,437 10,436

Profit before income tax 12,030 10,751

Income tax expense 5,182 5,157

Profit for the period attributable to the shareholders of the Company 6,848 5,594

Other comprehensive income

Items that will be reclassified to profit or loss:

Changes in fair value of cash flow hedges (2,835) (2,095)

Cash flow hedges transferred to profit or loss 8,345 7,405

Deferred tax on changes in fair value of cash flow hedges (1,543) (1,487)

Items that will not be reclassified to profit or loss:

Deferred tax on revaluation of sea defences 4,374 4,374

Total comprehensive income 15,189 13,791

Commentary:

Revenue for the year ended 30 September 2019 is $2.3 million higher than forecast principally due to higher than forecast

container and bulk cargo volumes and related income. Total container TEU volumes of 271,000 and bulk cargo total

volume of 3,404,000 tonnes were both respectively 1% higher than forecasts for the year.

Employee benefit expenses were $1.1 million higher than forecast due to higher holiday pay accruals and reclassifying

employee-related listing costs (including share-based payments) into Employee benefit expenses from Other operating

expenses in the forecast. Other operating expenses were $7.1m less than forecast as IPO transaction and related costs

(forecast of $7.3 million) have been reclassified and disclosed separately outside of Other operating expenses. Actual

IPO transaction and related costs of $6.4 million were $0.9 million less than forecast due to the lower portion of total IPO

costs related to the share market listing or not incremental and directly attributable to issuing new shares.

Income tax expense is in-line with forecast as the profit before income tax increase of $1.3 million compared to forecast

includes $0.9 million less IPO transaction costs that are non-deductible for tax purposes.

Within other comprehensive income changes in fair value of cash flow hedges and cash flow hedges transferred to profit

or loss were higher by $0.7 million and $0.9 million, respectively, due to market movements after the forecast and resulting

higher swap settlement costs than forecast.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 93

26.2 PROSPECTIVE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
NZ$000

Forecast

Share Capital Revaluation ReservesHedging ReserveReorganisation ReserveShare Based Payment ReserveRetained EarningsTotal Equity


Balance at 1 October 2018 21,000 71,077 (3,823) - - 124,158 212,412

Profit for the period - - - - - 5,594 5,594

Changes in fair value of cash flow hedges,

net of deferred tax - - 3,823 - - - 3,823

Deferred tax on sea defences - 4,374 - - - - 4,374

Total comprehensive income - 4,374 3,823 - - 5,594 13,791

Business reorganisation (21,000) - - (221,362) - (74,799) (317,161)

Costs capitalised to equity (5,561) - - - - - (5,561)

Contributions from shareholders 487,001 - - - - - 487,001

Purchase of shares for employee

share ownership plans (1,686) - - - - - (1,686)

Share based payments - - - - 448 - 448

Pre IPO dividends - - - - - (53,958) (53,958)

Total transactions with the owner

in their capacity as owners 458,754 - - (221,362) 448 (128,757) 109,083

Total movement in equity 458,754 4,374 3,823 (221,362) 448 (123,163) 122,874

Balance at 30 September 2019 479,754 75,451 - (221,362) 448 995 335,286

NZ$000

Actual

Balance at 1 October 2018 21,000 71,077 (3,823) - - 124,158 212,412

Profit for the period - - - - - 6,848 6,848

Other comprehensive income - 4,374 3,967 - - - 8,341

Total comprehensive income - 4,374 3,967 - - 6,848 15,189

Business reorganisation - - - - - (63,900) (63,900)

Costs capitalised to equity (7,045) - - - - - (7,045)

Contributions from shareholders 234,000 - - - - - 234,000

Purchase of shares for employee

share ownership plans (1,551) - - - - - (1,551)

Share based payments - - - - 333 - 333

Pre IPO dividends - - - - - (53,957) (53,957)

Total transactions with the owner

in their capacity as owners 225,404 - - - 333 (117,857) 107,880

Total movement in equity 225,404 4,374 3,967 - 333 (111,009) 123,069

Balance at 30 September 2019 246,404 75,451 144 - 333 13,149 335,481

Commentary:

Overall Total Equity is in line with the forecast. Compared to the forecast, there has been a different presentation of the

common control transaction within Equity. The Share Capital movement now includes the proceeds from the issue of

90,000,000 shares at the IPO issue price. No Reorganisation Reserve has been created. This results in in Share Capital

lower than forecast ($233.4 million), offset by no Reorganisation Reserve ($221.4 million) and higher Retained Earnings

($12.2 million).

94 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

26.3 PROSPECTIVE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
2019 2019

NZ$000 Actual Forecast

EQUITY

Share Capital 246,404 479,754

Reserves 75,928 (145,464)

Retained Earnings 13,149 997

Total equity 335,481 335,288

NON-CURRENT LIABILITIES

Loans and borrowings - -

Deferred tax liability 18,436 18,554

Lease liability 734 734

Provisions for employee entitlements 436 474

Total non-current liabilities 19,606 19,762

CURRENT LIABILITIES

Taxation payable 3,358 3,162

Lease liability 200 200

Trade and other payables 12,471 12,368

Total current liabilities 16,029 15,731

TOTAL LIABILITIES AND EQUITY 371,116 370,781

NON-CURRENT ASSETS

Property, plant and equipment 317,185 326,305

Intangible assets 1,110 1,555

Investment properties 8,200 7,970

Total non-current assets 326,495 335,830

CURRENT ASSETS

Cash and cash equivalents 31,224 20,069

Derivative financial instruments 200 -

Trade and other receivables 13,197 14,882

Total current assets 44,621 34,951

TOTAL ASSETS 371,116 370,781

Commentary:

Property, plant and equipment is $9.1 million lower than forecast due to the timing of capital expenditure compared to the

forecast assumptions. Trade and other receivables are $1.7 million lower than forecast due to the timing of revenue and

collections. The combination of these principally result in the cash and cash equivalents balance being $11.2 million higher

than forecast.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 95

26.4 PROSPECTIVE CONSOLIDATED STATEMENT OF CASH FLOWS
2019 2019

NZ$000 Actual Forecast

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers 99,132 95,952

Cash was applied to:

Payments to suppliers & employees (56,028) (55,975)

IPO and related costs (5,643) (7,339)

Net finance costs paid (3,287) (4,020)

Taxes Paid (4,838) (4,404)

Net cash flows from operating activities 29,336 24,214

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Sale of assets 162 25

Cash was applied to:

Investment in joint venture (230) (220)

Acquisition of other assets (17,419) (24,803)

Net cash flows used in investing activities (17,487) (24,998)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Proceeds from loans and borrowings - 14,412

Proceeds from issuance of ordinary shares 234,000 219,151

Cash was applied to:

Repayment of loans and borrowings (80,500) (102,084)

Termination of interest rate swaps (7,141) -

Employee share ownership (ESOP) plans (1,551) (1,686)

Pre IPO dividends paid (53,957) (53,958)

Borrowing establishment costs (632) -

IPO proceeds transferred to HBRIC

as part consideration for shares of PONL (63,900) (49,312)

Share issue costs (6,646) (5,561)

Repayment of lease liabilities (189) -

Net cash flows from financing activities 19,484 20,962

Net increase in cash balances 31,333 20,178

Cash and cash equivalents at beginning of year (109) (109)

Cash and cash equivalents at end of year 31,224 20,069

96 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Commentary:
Cash inflows from operating activities are $5.1 million higher than forecast. This is due to higher receipts from customers,

lower offer costs included within the income statement and lower interest payments. Lower interest payments are due to

lower average loans and borrowings prior to the IPO.

Cash outflows used in investing activities are $7.5 million lower than forecast due to the timing of capital expenditure

compared to forecast assumptions.

Cash inflows from financing activities are $1.5 million lower than forecast:

- Higher proceeds from issuance of ordinary shares due to the higher IPO issue price compared to the forecast

assumption, offset by higher IPO proceeds paid to HBRIC as part of the consideration for shares of PONL.

- In the forecast the cash flows relating to the termination of interest rate swaps, borrowing establishment costs and

repayment of lease liabilities were aggregated within net proceeds/ repayment of loans and borrowings. Considering

these lines together cash outflows were $0.8 million higher than forecast due to the higher costs of terminating interest

rate swaps.

- Cash outlflows for share offer costs were higher than forecast due to higher transaction costs included within equity.

27 EVENTS SUBSEQUENT TO BALANCE DATE

Subsequent to the balance sheet date, a fully imputed dividend of $5 million (2.5 cents per share) was approved

by the Board of Directors.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 97

NAPIER PORT HOLDINGS LIMITED
TRADE AND FINANCIAL

FIVE YEAR SUMMARY

2019 2018 2017 2016 2015

Total Cargo (million tonnes) 5.46 5.09 4.75 3.92 4.07

Container Volumes (TEU) 271,221 266,006 288,444 257,380 256,438

Bulk Cargo (million tonnes) 3.40 3.07 2.51 2.03 2.18

Revenue ($m) 99.6 91.7 86.7 72.7 72.1

Result from Operating Activities* ($m) 42.0 38.9 37.4 30.4 29.7

Net Profit After Tax ($m) 6.8 17.6 16.7 11.5 12.9

Dividends ($m) 54.0 10.0 10.7 7.9 7.4

Capital Investment ($m) 17.6 15.7 18.7 10.3 35.1

Net Debt ($m) - 80.6 83.3 79.2 84.3

Equity Ratio 0% 0% 0% 0% 0%

Debt Coverage Ratio - 2.1 2.2 2.6 2.8

Interest Coverage Ratio 11.6 8.9 9.0 6.8 6.5

Return on Operating Assets %** 13.3% 12.6% 12.5% 10.5% 10.8%

Return on Shareholder’s Funds %*** 2.5% 8.4% 8.5% 6.1% 7.0%

Note: prior to 2019, data relates to Port of Napier Limited only

* Profit from operating activities before interest, tax, depreciation, amortisation and impairments, other income & expenses,

joint venture results, and IPO transaction costs.

** Result from operating activities divided by average non-current assets used in operations

*** Net profit after tax divided by average shareholders’ funds

.

98 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

A member firm of Ernst & Young Global Limited



1

Independent auditor’s report

To the Shareholders of Napier Port Holdings Limited


The Auditor-General is the auditor of Napier Port Holdings Limited and its subsidiaries (the Group). The

Auditor-General has appointed me, Simon Brotherton, using the staff and resources of Ernst & Young, to

carry out the audit of the consolidated financial statements of the Group on his behalf.

Opinion

We have audited the consolidated financial statements of the Group on pages 65 to 97, that comprise

the consolidated statement of financial position as at 30 September 2019, the consolidated statement

of comprehensive income, consolidated statement of changes in equity and consolidated statement of

cash flows for the year then ended, and the notes to the consolidated financial statements, including a

summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the

consolidated financial position of the Group as at 30 September 2019, and its consolidated financial

performance and its consolidated cash flows for the year then ended in accordance with International

Financial Reporting Standards and New Zealand Equivalents to International Financial Reporting

Standards.

Basis for our opinion

We conducted our audit in accordance with the Auditor-General’s Auditing Standards, which

incorporate the Professional and Ethical Standards and the International Standards on Auditing (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities

under those standards are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report. We are independent of the Group in

accordance with the Auditor-General’s Auditing Standards, which incorporate Professional and Ethical

Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing

and Assurance Standards Board, and we have fulfilled our other ethical responsibilities in accordance

with these requirements.

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

for our opinion.

In addition to the audit we have provided remuneration benchmarking and investigating accountant

services to the Group, which are compatible with those independence requirements. Other than the

audit and these engagements, we have no relationship with or interests in the Group.

Key audit matters

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

our audit of the consolidated financial statements of the current period. These matters were

addressed in the context of our audit of the consolidated financial statements as a whole and in

forming our opinion thereon, but we do not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly, our

audit included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the consolidated financial statements. The results of our audit procedures,

including the procedures performed to address the matters below, provide the basis for our audit

opinion on the accompanying consolidated financial statements.



ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 99

A member firm of Ernst & Young Global Limited



2

Initial Public Offering (“IPO”)

Why significant How our audit addressed the key audit matter

On 15 July 2019, NPHL acquired 100% of the share

capital of PONL from Hawke's Bay Regional

Investment Company (HBRIC). Management

considered this transaction to be outside the scope

of NZ IFRS 3 Business Combinations, and applied

pooling interests accounting, as explained in Note 3.

Subsequently, 45% of the share capital of NPHL was

listed on the NZ Stock Exchange raising $234 million.

From these proceeds, $111m was used to repay

debt, to settle the associated interest rate swaps and

for working capital requirements.

The Group incurred $13.4m of costs in relation to

the IPO and related preparatory transactions. Those

costs related to raising new equity ($7m) were

deducted from equity, with the remainder treated as

an expense. Management has used judgement in

determining the value of costs allocated to both

equity and expense.

In conjunction with the IPO, employees were offered

an interest-free loan to purchase up to $5,000 of

shares at the price at which the shares initially listed

on the NZX (the “Fair Share” scheme). The Group

also introduced an equity-settled Executive Long-

Term Incentive (LTI) scheme. The accounting

adopted for these share based payment

arrangements is explained in Note 21.

Our audit procedures included the following:

• assessed management’s consideration of whether

the transaction is a common controlled transaction

and therefore not within the scope of NZ IFRS 3

Business Combinations;

• assessed the application of the pooling of interests

method to account for the transaction;

• evidenced the repayment of the bank loan, the

settlement of the derivatives and considered the

accounting treatment for removal of the associated

hedging relationship;

• assessed the appropriateness of the allocation of

IPO related costs between equity and expense;

• assessed whether the accounting treatment of the

Fair Share and LTI scheme was in accordance with

NZ IFRS 2 Share based Payments;

• involved our valuation specialists in the assessment

of the assumptions and methodology used for the

determination of the share based payments

expense; and

• considered the adequacy of disclosures in relation

to the matters above.

Revenue Recognition

Why significant How our audit addressed the key audit matter

The Group generates revenue from port services.

The Group adopted NZ IFRS 15, Revenue from

Contracts with Customers, in the year ended 30

September 2019. The Group’s revised revenue

recognition policy and other disclosures related to

revenue are in Note 4 to the financial statements.

Revenue from services is recognised over time as the

Group’s performance obligations are met and the

customer benefits from the services. Revenue is a

key determinant of the Group’s operating result,

which has increased significance given the recent

listing and scrutiny of the Group’s results against its

forecasts.

Our audit procedures included the following:

• assessed the Group’s revenue recognition

accounting policies and procedures against the

requirements of NZ IFRS 15, including considering

the Group’s assessment that no adjustments were

required on adoption of this standard;

• assessed the operating effectiveness of selected

controls related to the recording of revenue;

• analysed the correlation between the Group’s

recorded revenue and movements in accounts

receivable and cash using data analysis techniques;

• selected a sample of sales transactions recorded

around period end and assessed whether they had

been recorded in the correct period;

• assessed the adequacy of the Group’s disclosures

relating to revenue.

100 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

A member firm of Ernst & Young Global Limited



3

Deferred Tax

Why significant How our audit addressed the key audit matter

The Group’s calculation of deferred tax is complex.

It requires estimation of the residual value, being

the non-depreciable portion, of some assets (sea

defence assets for example) as well as an

assessment of whether certain assets will be

recovered through use or sale. As a result, some

calculation inputs are subjective and require the

use of judgement. The Group’s disclosure in

relation to this is included in Note 8.

Our audit procedures included the following:

• assessed the Group’s judgements and

estimates made in relation to key assumptions

and inputs into the deferred tax calculation;

• involved our taxation specialists in the

assessment of the appropriateness of the

calculations based on the assumptions made;

• assessed the appropriateness of, and the

accounting treatment of, the Group’s revisions

to the residual value of sea defence assets in

the deferred tax calculation.

Other information

The Directors are responsible on behalf of the Group for the other information. The other information

comprises the information in the Annual Report other than the consolidated financial statements and

our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of audit opinion or assurance conclusion thereon.

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

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

with the consolidated financial statements or our knowledge obtained in the audit or otherwise

appears to be materially misstated. If, based on the work we have performed, 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.

Directors’ responsibilities for the consolidated financial statements

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

consolidated financial statements in accordance with International Financial Reporting Standards and

New Zealand Equivalents to International Financial Reporting Standards, and for such internal control

as the Directors determine is necessary to enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the

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

matters related to going concern and using the going concern basis of accounting unless the Directors

either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do

so.

The Directors’ responsibilities arise from the Financial Markets Conduct Act 2013.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion.

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

accordance with the Auditor-General’s Auditing Standards 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

shareholders taken on the basis of these consolidated financial statements.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 101

A member firm of Ernst & Young Global Limited



4

As part of an audit in accordance with the Auditor-General’s Auditing Standards, we exercise

professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk

of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

• Conclude on the appropriateness of the use of the going concern basis of accounting by the

directors and, based on the audit evidence obtained, whether a material uncertainty exists related

to events or conditions that may cast significant doubt on the Group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in our

auditor’s report to the related disclosures in the consolidated financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence

obtained up to the date of our auditor’s report. However, future events or conditions may cause the

Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements,

including the disclosures, and whether the consolidated financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the consolidated financial statements.

We are responsible for the direction, supervision and performance of the group audit. We remain

solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related

safeguards.

From the matters communicated with the Directors, we determine those matters that were of most

significance in the audit of the consolidated financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse consequences

of doing so would reasonably be expected to outweigh the public interest benefits of such

communication.

Our responsibilities arise from the Public Audit Act 2001.



Simon Brotherton

Ernst & Young

On behalf of the Auditor-General

Auckland, New Zealand

18 November 2019

102 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DIRECTORY
DIRECTORS

Alasdair MacLeod (Chairman)

Wendie Harvey

Stephen Moir

Diana Puketapu

John Harvey

Vincent Tremaine

Rick Barker

Blair O’Keeffe

SENIOR MANAGEMENT TEAM

Todd Dawson – Chief Executive

Kristen Lie – Chief Financial Officer

David Kriel – General Manager Commercial

Viv Bull – General Manager Culture and Community

Adam Harvey – General Manager Marine and Cargo

Andrea Manley – General Manager Strategy and Innovation

Warren Young – General Manager Container Operations

Michel de Vos – General Manager Infrastructure Services

REGISTERED OFFICE

Breakwater Road

PO Box 947

Napier 4140

New Zealand

Phone: +64 6 833 4400

Fax: +64 6 033 4408

Email: info@napierport.co.nz

Facebook: Napier Port

LinkedIn: Napier Port

Twitter: @napierport

Website: napierport.co.nz

BANKERS

Westpac New Zealand Limited

16 Takutai Square

Auckland 1010

New Zealand

Industrial and Commercial Bank

of China (New Zealand) Limited

Level 11

188 Quay Street

Auckland Central 1010

New Zealand

Industrial and Commercial Bank

of China (Asia) Limited

26/F ICBC Tower

Garden Road

Central Hong Kong

SOLICITORS

Bell Gully

171 Featherston Street

Wellington

New Zealand

AUDITORS

Ernst & Young

PO Box 490

Wellington 6140

On behalf of the Auditor-General

SHARE REGISTRY

For enquiries about share transactions, dividend payments,

or to change your address, please get in touch with:

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

Phone: +64 9 375 5998

Fax: +64 9 375 5990

Email: napierport@linkmarketservices.co.nz

Copies of the annual report are available at napierport.co.nz.

FINANCIAL CALENDAR

20 December 2019 Final dividend payment

20 December 2019 Annual meeting

31 March 2020 Half-year balance date

May 2020 Interim results announced

June 2020* Interim dividend payment

30 September 2020 Financial year end

November 2020 Annual results announcement

* Subject to board approval

DOCUMENT ENVIRONMENTAL

CREDENTIALS

Printed at Brebner Print (powered by Bluestar) a holder

of gold certificate for Toitū Envirocare.

The paper stock used is Forest Stewardship Council

®


(FSC

®

) certified stock from responsible sources, using

elemental chlorine-free (ECF) production processes.

It is produced under the strict ISO14001 and EU EMAS

environmental management systems, and carries the

internationally recognised EU Flower eco label.

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 103

104 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

ANNUAL REPORT 2019 – TE PŪRONGOĀ-TAU 2019 / 105

napierport.co.nz Napier Port Napier Port @napierport

---

ANNUAL RESULTS 2019
BUILDING FOR

THE FUTURE

IMPORTANT NOTICE AND DISCLAIMER
This presentation has been prepared by Napier Port Holdings Limited (together with Port of Napier Limited, "Napier

Port"). This presentation is being provided to you on the basis that you are, and you represent and warrant that you are,

a person to whom the provision of the information in this presentation is permitted by the applicable laws and regulations

of the jurisdiction in which you are situated without the need for registration, lodgement or approval of a formal disclosure

document or any other filing or formality in accordance with the laws of that foreign jurisdiction.

Information only; No reliance: This presentation is for information purposes only and you should not rely on this

presentation. This presentation does not purport to contain all of the information that you may require or be complete.

The historical information in this presentation is, or is based upon, information that has been released to NZX Limited

("NZX"). This presentation should be read in conjunction with Napier Port's other periodic and continuous disclosure

announcements, which are available at www.nzx.com.

The information in this presentation does not constitute a personal recommendation or service or take into account the

particular needs of any recipient. The information in this presentation should be considered in the context of the

circumstances prevailing at the date and time of the presentation and is subject to change without notice. No person is

under any obligation to update this presentation nor to provide you with further information about Napier Port. This

presentation does not constitute or form part of an offer to sell, or a solicitation of an offer to buy, any shares, securities

or financial products in any jurisdiction. This presentation has not been and will not be filed with or approved by any

regulatory authority in New Zealand or any other jurisdiction.

Investment risk: An investment in securities in Napier Port is subject to investment and other known and unknown risks,

some of which are beyond the control of Napier Port. Napier Port does not guarantee any particular rate of return or the

performance of Napier Port.

No liability: Napier Port, its shareholders, their respective advisers and affiliates, and each of their respective directors,

shareholders, partners, officers, employees and representatives accept no responsibility or liability for, and make no

representation, warranty or undertaking, express or implied, as to, the fairness, accuracy, reliability or completeness of,

and to the maximum extent permitted by law hereby disclaim and shall have no liability whatsoever (including, without

limitation, arising from fault or negligence or otherwise) for any loss or liability arising from, this presentation or any

information contained, referred to or reflected in it or supplied or communicated orally or in writing to you or any other

person. The information in this presentation has not been independently verified or audited.

Financial data: All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated. Any financial

information provided in this presentation is for illustrative purposes only and is not represented as being indicative of

Napier Port's views on its future financial condition and/or performance.

Investors should be aware that certain financial data included in this presentation are 'non-GAAP financial measures'.

Investors are cautioned not to place undue reliance on any non-GAAP financial measures included in this presentation,

they do not have a standardised meaning prescribed by New Zealand Generally Accepted Accounting Standards and,

therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed

as an alternative to other financial measures determined in accordance with New Zealand Generally Accepted

Accounting Standards.

Past performance: Any past performance information given in this presentation is given for illustrative purposes only

and should not be relied upon as (and is not), a promise, representation, warranty or guarantee as to the past, present

or the future performance of Napier Port.

Future performance: This presentation contains "forward-looking statements", which include all statements other than

statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the

words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar

expressions or the negative thereof. Indications of, and guidance or outlook on, future earnings or financial position or

performance are also forward-looking statements. Such forward-looking statements involve known and unknown risks,

uncertainties and other important factors beyond the control of Napier Port that could cause the actual results,

performance or achievements of Napier Port to be materially different from future results, performance or achievements

expressed or implied by such forward-looking statements. No assurances can be given that the forward-looking

statements referred to in this presentation will be realised. Given these uncertainties, you are cautioned not to rely on

such forward-looking statements.

Confidentiality and copyright: This presentation is strictly confidential and is intended for the exclusive benefit of the

person to which it is presented. This presentation should not be copied, reproduced or redistributed without the prior

written consent of Napier Port. Distribution of this presentation may be restricted or prohibited by law. The copyright of

this presentation and the information contained in it is vested in Napier Port.

Acceptance: For purposes of this Notice, "presentation" shall mean the slides, the oral presentation of the slides by

Napier Port, any question-and-answer session that follows that oral presentation, hard copies of this document and any

materials distributed at, or in connection with, that presentation. By attending an investor or analyst presentation or

briefing, or accepting, accessing or reviewing this presentation, you acknowledge and agree to the terms set out in this

Notice.

PRESENTING TODAY
TODD DAWSON

CHIEF EXECUTIVE

⚫Joined Napier Port in January 2018

⚫Over 20 years’ senior management

experience having previously held

senior roles at Kotahi, IBM, Toll

and Sainsbury’s (UK)

KRISTEN LIE

CHIEF FINANCIAL OFFICER

⚫Joined Napier Port in September 2015

⚫Over 25 years’ experience in finance

having previously held roles with

Westfield (London), Grosvenor

(London), EY and PwC

ALASDAIR MACLEOD

CHAIRMAN

⚫Napier Port Chairman since 2014

⚫Originally a civil engineer, Alasdair is a

former Deloitte partner. Currently also

chairs technology businesses, Optimal

Workshop and Silverstripe.

WELCOME
•2019 a year of significant change and progress

•Good start as a publicly-listed company

•9000+ new shareholders

•Focus on strategic purpose to build a thriving region

by connecting our customers, people and community to the world

•Balance sheet to support growth

•Delivering on our business plan and integrating sustainability

are focus areas for 2020

HIGHLIGHTS

EXPERIENCED MANAGEMENT TEAM THAT IS WELL CONNECTED WITH CARGO OWNERS AND OTHER STAKEHOLDERS
Extensive commercial and infrastructure expertise and broad depth of senior leadership experience in New Zealand and overseas, and management enjoys strong relationships with key

stakeholders and the local community

STRONG HISTORICAL FINANCIAL PERFORMANCE AND A RECORD OF EXECUTION ON GROWTH OPPORTUNITIES

Napier Port delivered annual average revenue growth of 11% over the last four years (2016 -2019), while consistently deliveringEBITDA margins of above 40%

STRONG REGIONAL ECONOMIC GROWTH DRIVERS AND STRONG KEY CUSTOMER RELATIONSHIPS

The Hawke’s Bay region is experiencing strong growth, supported by international demand for its diverse range of export cargo.

Strong key customer relationships see the Port embedded as an essential supply chain partner

DIVERSIFIED TRADE PORTFOLIO MITIGATES SECTOR AND COUNTRY-SPECIFIC RISKS

The Port handles a diversified mix of export and import products including logs and forestry products, pipfruit, oil productsand fertiliser, which are shipped to or from over 110 countries globally

AN INFRASTRUCTURE ASSET ESSENTIAL TO THE HEALTH OF THE HAWKE’S BAY ECONOMY

Napier Port is an essential regional infrastructure asset and, by connecting Hawke’s Bay and central New Zealand to global markets, is an active participant in driving regional prosperity

A LONG TERM ASSET ESSENTIAL TO THE HEALTH OF THE HAWKE’S BAY ECONOMY

OUR STRATEGY BUILDS ON A STRONG BUSINESS

WELL-POSITIONED GIVEN FUTURE CARGO VISIBILITY AND FULLY-CONSENTED DEVELOPMENT PLANS

Future cargo visibility enables robust planning for strategic growth projects. Development of 6 Wharf is expected to significantly increase the Port’s capacity and improve operational efficiency

HIGHLIGHTS
Strong operating result and continued growth across all major trades

Introduction of infrastructure recovery charges to the container shipping lines in FY2019

Continued development of our people and culture of care

A buoyant local economy and rural sector seeing continued investment in Hawke’s Bay,

despite concerns of global trade headwinds and recent pricing fluctuations in forestry and fibre

New infrastructure, plant and equipment, boosting operational capability and resilience

Additional experience added to Senior Management Team, driving our strategy and innovation agenda

and commercial areas of the business to drive regional and out-of-region growth

Strong social license demonstrated by:

•Local support for resource consents for 6 Wharf development

•Significant demand and support from local ownership via the IPO

•97% of full-time employees now shareholders in Napier Port

•Four local iwi invested in Napier Port

A PLATFORM FOR GROWTH
A PLATFORM FOR GROWTH

•6 Wharf

•Resource consented

•HEB construction contract signed

•No change to 6 Wharf cost estimate

•Construction due to commence in Q2 FY2020

•Balance sheet in place for infrastructure development

REFRESHED PORT STRATEGY

•30 year port master plan

•Strategic projects underway

•New technologies driving efficiencies across port

BUSINESS OVERVIEW

RECORD TRADE RESULT
•Total cargo record of 5.5m tonnes

•Bulk cargo record of 3.4m tonnes

VolumeFY2019FY2018

Year on year

kT/ TEU%

Total cargo (kT)5,4595,088+371+7.3

Containerised cargo (TEU)271,000266,000+5,000+1.9

Bulk cargo (kT)

-Logs exports (kT)

3,404

2,581

3,071

2,208

+334

+373

+10.9

+16.9

TRADE OVERVIEW COMPARED TO 2018

STRONG FINANCIAL RESULT
•Strong growth across most key metrics

•Revenue growth driven by cargo volume growth and pricing measures to reflect

increasing capital investment

•Net profit impacted by costs related to the IPO and capital restructuring

FY2019

$M

FY2018

$M

Variance

$M%

Revenue99.691.7+7.9+8.6

Resultsfrom operations42.038.9+3.1+7.9

Netprofit after tax6.817.6-10.7-61.0

Cashflow from operations29.328.4+1.0+3.4

FINANCIAL RESULTS OVERVIEW COMPARED TO 2018

FINANCIAL RESULTS ON TARGET
•Results on target across all key metrics

Pro forma

FY2019

$M

FY2019F

$M

Variance

$M%

EBITDA40.539.7+0.8+2.1

Net profit after tax19.819.2+0.6+3.2

Cash flow from operations33.630.6+2.9+9.5

FINANCIAL RESULTS OVERVIEW COMPARED TO FORECAST

FINANCIAL & OPERATING
PERFORMANCE

REVENUE GROWTH IN ALL AREAS
•8.6% revenue growth year-on-year (YoY)

•2.3% over forecast

•5.5% YoY revenue growth across container services, 11.4% bulk cargo and 46.1% cruise

•Results from both higher trade volumes and higher average revenue per trade unit across all areas

Container

services

$61.2m

Bulk cargo

$32.3m

Cruise

$3.7m

Other

$2.4m

91.7

99.6

97.4

$-

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

$110

FY2018FY2019FY2019F

Millions

Revenue from Port OperationsRevenue Other

FY2019 REVENUE

ROBUST CONTAINER SERVICES REVENUE GROWTH
•Revenue up 5.5% YoY

•2.8% over forecast

•Container volume up 5000 TEU (1.9%) YoY, 0.7% over forecast

•3.4% higher YoY average revenue per TEU due to infrastructure charges, additional container storage

revenue and higher proportion of reefer containers

58.0

61.2

59.5

$210

$212

$214

$216

$218

$220

$222

$224

$226

$228

$230

$-

$10

$20

$30

$40

$50

$60

$70

FY2018FY2019FY2019F

Average revenue per TEU

Millions

Revenue (LHS)Average revenue per TEU (RHS)

Reefers

57k

Dry

107k

Empty

103k

Other

4k

FY2019 TEUs

HIGH VALUE REEFER EXPORT VOLUME GROWTH
Apples & pears

26k

Meat

16k

Fresh & other

chilled produce

12k

•Volume growth 9.9% YoY

•Record export season for apples

•Reefers generate higher revenue per TEU

Nb. This slide incorporates certain reclassifications between reefer and dry export volumes, as described in the Supplemental2019 Trade Volume Data document released with our 2019 annual results

45

50

49

54

49

-

10

20

30

40

50

60

FY2016FY2017FY2018FY2019FY2019F

Reefer exports (thousands TEU)

FY2019 REEFER TEUs

BULK CARGO REVENUE DRIVEN BY VOLUME GROWTH
Container

services

61.4%

Cruise

3.8%

Other

2.4%

•Revenue up 11.4% YoY

•2.2% over forecast

•Higher revenue driven by 10.9% volume growth (0.7% over forecast)

•Higher average revenue per tonne than forecast due to a higher number of vessel calls

29.0

32.3

31.6

$8.70

$8.80

$8.90

$9.00

$9.10

$9.20

$9.30

$9.40

$9.50

$9.60

$9.70

$-

$5

$10

$15

$20

$25

$30

$35

FY2018FY2019FY2019F

Average revenue per tonne

Millions

Revenue (LHS)Average revenue per tonne (RHS)

FY2019 REVENUE

Bulk

cargo

32.4%

STRONG GROWTH IN LOG VOLUMES
1.21

1.63

2.21

2.58

2.50

-

0.5

1.0

1.5

2.0

2.5

3.0

FY2016FY2017FY2018FY2019FY2019F

Millions (tonnes)

Logs

59%

Woodpulp

9%

Timber

5%

Apples &

pears

5%

Meat

4%

Other

11%

•Logs exports up 16.9% YoY

•3.2% over forecast

•China export market price correction in FY2019Q4

•Pricing since partially recovered

•Monitoring; no update to FY2020 volume forecast

FY2019 ALL CARGO EXPORTS (WEIGHT)

HAWKE’S BAY A POPULAR CRUISE DESTINATION
Container

services

61.4%

Bulk cargo

32.4%

Other

2.4%

Cruise

3.8%

•Revenue up 46.1% YoY

•4.1% over forecast

•Higher revenue driven by 70 cruise visits -up 13 additional visits

•Napier frequently voted one of the best cruise destinations in Australasia

•Cruise passenger levy introduced October 2019

2.6

3.7

3.6

-

10

20

30

40

50

60

70

80

$-

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

FY2018FY2019FY2019F

Visits

Millions

Revenue (LHS)Visits (RHS)

FY2019 REVENUE

EBITDA HIGHER, MARGIN % IN-LINE
•Pro forma EBITDA up $3.3m (9.0%) YoY, up $0.8m (2.1%) over forecast

•EBITDA margins in-line with expectations as we build for growth

38.8

41.8

41.2

37.2

40.5

39.7

$-

$10

$20

$30

$40

$50

$60

FY2018FY2019FY2019F

Millions

EBITDA (reported)Pro forma EBITDA

% Revenue42.3%42.0%42.3%40.5%40.7%40.7%

Administration
expenses

$5.9m

Occupancy

expenses

$5.4m

Contract labour

$4.3m

Site expenses

$2.3m

Other staff

expenses

$1.6m

Offer costs

$6.4m

OPERATING EXPENSES INCREASE WITH GROWTH

* Incorporates reclassifications from statutory accounts between employee benefit and other operating expenses to align with thePDS presentation

•Employee benefit expenses* up 2.1% over forecast (10.0% YoY)

•Increase due to employee numbers to manage growth, pay increases, increased employee leave costs

•Pro forma other operating expenses up 2.6% ($0.5m) over forecast (10.5% YoY)

•Increase driven by expenses linked to volume growth, site entrance safety improvements

•Maintenance expenses up 3% ($0.26m) over forecast (-1.8% YoY)

26.4

29.0

28.4

28.4%

28.5%

28.6%

28.7%

28.8%

28.9%

29.0%

29.1%

29.2%

29.3%

$-

$5

$10

$15

$20

$25

$30

$35

FY2018FY2019FY2019F

Percentage of revenue

Millions

Employee Benefit Expenses (LHS)Percentage of Revenue (RHS)

OTHER OPEX FY2019EMPLOYEE BENEFIT EXPENSES

PRO FORMA NPAT HIGHER THAN FORECAST
17.6

6.8

5.6

19.8

19.2

$-

$5

$10

$15

$20

$25

FY2018FY2019FY2019F

Millions

NPAT (reported)Pro forma NPAT

•Pro forma NPAT up $0.6m (3.2%) over forecast

•As forecast, significant one-off capital restructuring costs reduced reported statutory NPAT

•IPO costs $6.4m

•IRS swap portfolio settlement $7.1m

•LIFH joint venture impairment $1.1m

GROWING DEVELOPMENT CAPITAL EXPENDITURE
13.2

18.5

27.6

$-

$5

$10

$15

$20

$25

$30

FY2018FY2019FY2019F

Millions

DevelopmentReplacementCompliance and other

Replacement

$4.5m

6 Wharf

$3.4m

Additional tug

$4.9m

Development of

off-port depot

$1.9m

Refrigerated container

capacity

$1.5m

Other development

$1.9m

Compliance and other

$0.4m

•Capital expenditure* increased $5.4m YoY

•$9.0m deferred spend on WIP projects and replacement programmes,

expected to be completed during FY2020

* Including accounting accruals. FY2019 cash spend $17.4m

FY2019

CASH FLOWS SUMMARY
•Deferred capex and higher operating cash flow, otherwise in line with IPO forecasts

FY2019

$M

FY2018

$M

Var

$M

FY2019F

$M

Var

$M

Operating cashflows29.328.4+0.924.2+5.1

Investing cash flows(17.5)(15.6)-1.9(25.0)+7.5

IPO proceeds (net of equitycosts*)119.5-+119.5120.3-0.8

Repayment of bank debt, swaps(87.6)(3.1)-84.5(87.7)+0.1

Other financing cash flows**(12.4)(10.0)-2.4(11.7)-0.7

* Additional IPO cash costs to date of $5.6m ($7.3m forecasted) deducted from operating cashflows. ** Including FY2019 pre-IPO dividend of $10m

BALANCE SHEET READY FOR 6 WHARF
•Cash & cash equivalents balance of $31.2m

•No bank debt at balance date, $180m undrawn facilities

•PP&E lower due to timing of capex spend

FY2019

$M

FY2018

$M

Var

$M

FY2019F

$M

Var

$M

Cash & cash equivalents31.2(0.1)+31.320.1+11.2

Property, plant& equipment317.2309.6+7.6326.3-9.1

Other net liabilities(12.9)(16.6)-3.7(11.1)-1.8

Loansand borrowings-80.5-80.5--

Equity balances335.5212.4+123.1335.3+0.2

CONCLUSION
& OUTLOOK

SOLID PLATFORM FOR GROWTH
CONCLUSION & OUTLOOK

Successfully listed on NZX Main Board on 20 August

Achieved FY2019 forecasts

No update to FY2020 forecasts published with PDS

Areas of business focus

•6 Wharf construction

•Improving health & safety systems

•Sustainability strategy

•Opportunities for cargo growth

FY2019 good platform for FY2020

FY2020 forecasts subject to PFI assumptions and risks identified in the PDS

DIVIDEND AS FORECAST
•Dividend of 2.5 cps declared (as forecast)

•Fully imputed

•Record date: 2 December 2019

•Payment date: 20 December 2019

QUESTIONS

APPENDICES
The following appended financial information provides a summary of actual 2019 financial results

compared to the 2019 prospective financial information (PFI) contained in the Product Disclosure

Statement (PDS) and the document entitled "Napier Port’s Prospective Financial Information, a

reconciliation of non-NZ GAAP to NZ GAAP information and supplementary financial information"

(Supplementary Financial Information) dated 15 July 2019 and published in connection with the

initial public offer of Napier Port Holdings Limited (both of which are available at

www.business.govt.nz/disclose(OFR126790)). Actual FY2019 data has been prepared on a basis

consistent with that described in PDS and Supplementary Financial Information except where stated.

Reconciliations provided are extracted from and should be read in conjunction with the Supplemental

Selected Financial Information document released with NPH’s 2019 Annual Report on the NZX

announcements platform and the NPH website.

REVENUE
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* Employee benefit expenses are $462k lower than the statutory accounts. This amount relates to listed company costs reclassified to align with the PDS presentation.

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OPERATING EXPENSES
* Other operating expenses are $462k higher than the statutory accounts. This amount relates to expenses reclassified to align with the PDS presentation.

Other operating expenses

NZ$000FY2016FY2017FY2018FY2019FY2019F

Administration expenses3,923 4,241 4,928 5,880 5,814

Occupancy expenses2,965 3,336 5,207 5,393 5,184

Contract labour3,584 4,038 4,139 4,335 4,354

Site expenses1,152 1,307 1,626 2,315 2,006

Other staff expenses872 1,153 1,350 1,641 1,487

Offer costs- - - 6,404 7,339

Total other operating expenses12,495 14,076 17,250 25,968 26,185

Pro forma adjustments

Offer costs- - - (6,404) (7,339)

Listed company costs1,620 1,620 1,620 1,297 1,485

Pro forma other operating expenses14,115 15,697 18,871 20,861 20,331

CAPITAL EXPENDITURE
NZ$000FY2016FY2017FY2018FY2019FY2019F

Development capex

6 Wharf development1,931 1,214 957 3,442 5,442

Additional tug- - - 4,939 4,882

Acquisition and development of off-port depot services land114 5,171 4,101 1,930 3,200

Acquisition of off-port land- 3,951 - - -

Refrigerated container capacity- - 1,720 1,495 1,750

Other development capex802 1,541 709 1,858 2,677

Total development capex2,847 11,878 7,487 13,664 17,951

Replacement capex8,055 9,602 5,248 4,493 9,031

Compliance and other capex33 231 424 385 576

Total capex10,935 21,710 13,160 18,542 27,558

Movement in fixed asset creditors(473) (2,851) 2,689 (1,123) (2,530)

Capitalised finance costs(268) (185) (260) - (225)

Capex per cash flow10,195 18,674 15,589 17,419 24,803

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AN AGILE AND RESILIENT PORT
SKILLED WHARF-SIDE TEAM FLEXES NAPIER PORT SERVICES

TO ADAPT PORT INFRASTRUCTURE TO CHANGING CARGO FLOWS

•50 hectare site

•6 mobile harbour cranes

•1000+ connection points

for refrigerated cargo

•42,830m

2

warehousing

•34 heavy container

handling machines

•16 hectare container

storage space

•Large on-port packing

facility –8000m

2

•10 hectares of dedicated

log storage

•Dedicated stevedoring

services, SSA

•Skilled log marshalling

services, ISO and C3

AGILE INFRASTRUCTURE

STRATEGIC POSITION IN TRANSPORT NETWORKS
NAPIER PORT’S NETWORK OF INFRASTRUCTURE IS STRATEGICALLY POSITIONED

TO CAPTURE CARGO FROM ACROSS CENTRAL NEW ZEALAND

MANAWATU

INLAND PORT

Partnership with Ports of

Auckland and Halls Group

RAIL CONNECTIONS

>40 trains per week into Port

THAMES STREET

CONTAINER DEPOT

11.6 hectares empty container

storage, located enroute to Port

WHAKATU

12.3 hectares in centre

of Hawke’s Bay’s future

industrial heart

FURTHER INFORMATION ON NAPIER PORT
TO LEARN MORE ABOUT NAPIER PORT AND WHAT IT DOES PLEASE REFER TO:

•Our website at napierport.co.nz

•The Management Roadshow Presentation available on the Disclose Register published

in connection with the initial public offer of Napier Port Holdings Limited available

at www.business.govt.nz/disclose(OFR126790) and listed within the Documents section

as ‘Other material information 5: Napier Port Holdings Limited –Investor Presentation’

=== IR PAGE TRANSCRIPT: 2020 HY Conference Call Transcript ===

Company: Napier Port Holdings
Title: 2020 Half Year Results Call

Date: 26 May 2020

Time: 8:00AM AEST


Start of Transcript


Operator: Thank you for standing by and welcome to the Napier Port 2020 Half Year Results

conference call. All participants are in a listen only mode. There will be a presentation followed by a

question and answer session. If you wish to ask a question you will need to press the star key followed

by the number 1 on your telephone keypad. I would now like to hand the conference over to Mr Kristen

Lie, Chief Financial Officer. Please go ahead.


Kristen Lie: Thank you. Good morning everybody. Welcome to the Napier Port Holdings 2020 Half

Year Results call. My name is Kristen Lie, CFO at Napier Port and I’m joined on this call this morning

by Todd Dawson, Chief Executive and Alasdair MacLeod, Chairman of the Board.


During this presentation, we will be referencing the investor presentation included within the suite of

information released earlier today on the NZX reporting platform and also available in the Investor

Centre section of our website. Our intention this morning is to walk through our presentation to report

on the highlights of the first half of our 2020 financial year, including some more detailed analysis of

our financial results and then at the end of the presentation we will open up the line and we’ll be happy

to respond to any questions you may have.


I will now hand over to the Chairman, Alasdair, to get things underway.


Alasdair MacLeod: Thank you Kristen and good morning everyone. Welcome to our 2020 Half Year

Results presentation. Financial results we have reported today show positive trading and progress for

the first six months of this financial year. This stands in stark contrast to the significant challenges

looking forward that we, the surrounding region and the broader economy face as a result of the

COVID-19 pandemic.


For most of the six month period that these results cover, trade has been trending largely in line with

the expectations set when we launched our initial public offer in August 2019. However, as we all now

fully appreciate, as the half year drew to a close, COVID-19 began to affect global public health and

trade and in our case, our log exports in particular and led to a government imposed state of national

emergency and Alert Level 4 lockdown affecting trade and our economy.


For the presentation today we intend to report on the highlights of the first half year including our trade

and financial results. We will update you on progress with our strategic investment program, including

6 Wharf, and then talk about the specific impacts of COVID-19 on our business and our COVID

response plan, including our announcement this morning to not pay an interim dividend. We will also

update you on recent trading. Todd will now take us through the highlights of the half year results.

Todd.


Todd Dawson: Thank you Alasdair and good morning everybody. Just moving on to the highlights

section of the presentation. In these uncertain and unusual times it’s been good to reflect and just take

stock of both our strategy and the core elements that make up our port.


We put forward to investors at the time of the IPO six key strengths of our port which throughout the

COVID-19 situation have endured and remained relevant. Napier Port is deemed a lifeline asset and

essential service provider during times of national civil defence emergency. And the port has quite




literally been critical to maintaining the health of the Hawke’s Bay economy during these unusual

times. Keeping shipping and supply chains open to maintain the flow of both essential and non-

essential cargo in and out of New Zealand and the Hawke’s Bay.


As New Zealand and the Hawke’s Bay recovers from the situation, our port remains at the centre of

economic trade in the region, providing us confidence to continue to deliver to our purpose of building

a thriving region by connecting our customers, people and community to the world.


I’m just going to now go to the next slide which is talking about our half year highlights. Our first half of

the year saw us make good progress on delivery of strategic objectives supported by the continuing

strength of trade in the Hawke’s Bay. Our operating result has been tracking in line or ahead of

expectations set at the time of the IPO with solid trade volumes being seen across the majority of

commodities arriving at port.


We have seen a smooth start up to our major construction program at 6 Wharf and good progress

being made on a number of our other key projects across the business. As COVID-19 began to take

hold in China and further afield around the globe during January and into February, uncertainty began

to take hold as to the potential economic impact of the pandemic on the port, which we saw initially

within our log export trade as the pandemic shut down China.


Following the withdrawal of our forecast guidance and subsequent government imposed Level 4

lockdown period, we have moved to ensure we can maintain the health and wellbeing of our people on

the port and support them through this period while also maintaining our operations and

responsibilities as essential lifeline asset and essential service provider.


The COVID-19 pandemic and government responses has created significant uncertainty for our

people, operations and trade leading into the second half of this year. We are comfortable though that

the port remains well supported with a well-capitalised balance sheet and access to liquidity and we

are looking out and beyond the development of 6 Wharf to maintain a secure capital position into the

future.


In recent months we have moved quickly to take prudent steps to defer capital and operating costs

given the uncertain outlook without compromising the port’s operations or safety of the team. We

continue to keep our focus on delivering our strategic purpose of building a thriving region by

connecting our customers, people and community to the world.


I am now just going to talk through some of the first half year highlights in terms of strategic projects

on the next slide. As mentioned previously, we have made good progress with the delivery of our

strategic programs [worked] during the first half of the year. This has helped us to build further on our

operational capability and resilience levels required in lieu of 6 Wharf coming available to us in late

2022.


We completed the signing of the construction contract of 6 Wharf and HEB were underway following

the ground-breaking ceremony on 5 February this year. HEB has made a positive start positioning

resources onsite and starting demolition of the existing rock wall and progressing sheet wall piling and

site preparation works. The Level 4 lockdown period did see construction halt, however there was no

material change to 6 Wharf costs or timing at this point.


In addition, our Thames II empty container depot opened for business during March, providing

customers with a new state of the art facility to hold and prepare containers ready for the region’s

exporters. Progressing strategic projects for those growing outer region customer trade, technology

deployment and operational efficiencies has slowed during the lockdown period as a result of people’s




availability, remote working arrangements and the requirement to immediately respond to the task of

maintaining our operations during the Level 4 and 3 lockdown periods. But under Level 2, we are back

underway with those things and they are gaining momentum on the back of some good people going

back to work.


Kaweka, our third tug has also now come into full operation, following successful trials and training of

crew and she’s already delivering results with increased manoeuvrability, fuel efficiencies and

enabling us to avoid additional secondary vessel moves and providing the ability to berth larger

container vessels during night time hours also. The additional risk mitigation that Kaweka provides is a

boost to our marine operations. In addition, there’s also been some real positive momentum created

across our health and safety roadmap implementation, settling of our main port collective agreement

and further development around our culture of care and our people engagement initiatives.


I’m now going to just cover off on the next slide some of our key financial highlights for the first half of

the year. Our total cargo by weight declined 4.9% in the half to just over 2.5 million tonnes,

predominantly as a result of the decline in log volumes as a result of Chinese demand and COVID

impacts late in the period.


Container services total container volume rose by 7.5% to 135,000 TEU from 126,000 TEU in the

same half year period a year ago. Containerised exports were in line with the prior half year and it saw

an increased containerisation of pulp and timber products and lower canned food and other food and

beverage exports. This year we’ve seen a later start to the apple export season, however at this state

the apple harvest and export profile remains in line with last year.


Import containers rose by 6,000 TEU or 9.3% to 69,000 TEU due to the earlier import repositioning of

empty containers into the region ready for the apple season. On the bulk cargo, our total volume of 1.6

million tonnes was 7.3% below the same half year period a year ago. Log exports volumes were down

5% as the main export market of Chinas was affected by the COVID-19 disruptions and high inventory

levels that we saw earlier in the year. Bulk imports were lower than the same period a year ago due to

lower fertiliser volumes which was all in line with our expectations.


I’m just going to talk now more about our revenue growth and net profit. Our unaudited reported

financial results for the six months to March 2020 show good revenue growth arising from both cargo

growth and container services, cruise line visits and pricing improvements delivered through renewed

commercial agreements.


Increases in operating costs, while in line with our expectations set at the beginning of the year

resulted in a slight decrease in our result from operations for the half year. Reported net profit after tax

in the year increased substantially but benefitted comparatively from a one-off tax gain in the current

period, a prior year asset write down plus a reduction of debt finance costs that were included in the

prior year figures. Similarly, cash flow from operations has benefitted from the reduction of our debt

finance costs.


Just moving on to the next slide, in terms of our underlying and pro forma metrics across all metrics

the results are positive and in line with expectations at the start of the year and saw an EBITDA result

of $21.5 million or a 2% growth in net profit after tax result of $11.2 million or 6.7% increase on the

same period last year.


I’ll now just hand over to Kristen, who is going to talk through more of the detail on the financial and

operating results.




Kristen Lie: Thank you Todd. As I run through some of the detail underlying our results for the half

year, I need to note we are referencing non-audited numbers and non-gap measures such as EBITDA

and pro forma net profit. Details and other further references are provided in the appendices attached

to the presentation.


During the first half, we experienced a healthy revenue growth of $3.6 million, or 7.5% compared to

the prior year period in reporting our total of $52.3 million of revenue. The period [contained] good

revenue momentum in container services and cruise, with the exception being bulk decreasing on the

trade volume decline.


Container services revenue rose 12.1% to $30.9 million and cruise revenue increased 22.5% to $4.2

million, while bulk cargo revenue decreased 3.5% to $16 million in the half. Whilst containers and

cruise demonstrated volume growth are common characteristics of all three areas as improvements in

average revenue per unit versus the prior year comparative period.


A good result for container services was achieved with the 12.1% growth. The TEU volume growth

was 7.5% as noted by Todd was complemented by growth in the average revenue per TEU which

increased by 4.2% to $229 per TEU, compared to $219 per TEU in the prior comparative period.


Reasons for the average revenue increase from the comparative period in 2019, were a volume

increase of approximately 13% in our on port packing facility Port Pack, which correlated with the

timber and pulp containerised volume increase, tariff changes including the introduction of an

infrastructure levy at the beginning of the second half of 2019 financial year which was introduced to

recover the costs of infrastructure investments made to extend capacity and support growth. These

are offset by the mix of containers due to the higher proportion of relatively lower revenue, empty and

other container movements.


Bulk cargo revenue decreased by 3.5% which resulted from the volume tonnage decrease of 7.3%

offset by a 4.1% increase in average revenue per tonne. Average revenue per tonne increased due to

pricing rate improvements and cargo mix, offset by the cessation of a previous log [hardstand] levy in

2019 and 14 fewer charter vessel calls and fewer days on berth.


A decrease in bulk cargo volume was led by falling log export volumes but also expected lower

fertiliser imports due to timing and to a smaller extent due to the shift in mode to containers for timber

and pulp.


Log volumes for the first quarter of our financial year were encouraging following the volatility in

Chinese market pricing dynamics in our last quarter of 2019 financial year. In the second quarter of

this year, as Todd noted earlier, log export volumes were affected by adverse Chinese log market

conditions and then by COVID-19 effects. Right at the end of the first half when New Zealand went

into Alert Level 4 lockdown, Napier Port saw destocking of remaining on port inventory as logs

continued to be exported during Level 4 without further new logs being carted into Napier Port.


Following Level 4 we’ve seen a period of on port restocking with a steady stream of log vessels

departing from Napier Port after the first couple of weeks following the Level 4 period.


In respect of cruise, with the cruise season coming to a premature close in March due to COVID-19

border closures and public health concerns, we ended the season with 76 visits, up 10 on the

corresponding period last year and up six on the whole of 2019. Cruise revenue increased 22.5% to

$4.2 million against the prior period. Revenue benefitted from pricing changes including a passenger

levy introduced at the beginning of the season.




EBITDA in dollar terms versus the prior comparative period was largely steady with pro forma EBITDA

up 2% or $0.4 million and reported EBITDA down $0.2 million. Operating expenses have grown in line

with our forecasts leading to an expected decrease in EBITDA margin as percentage of revenue. The

largest component of operating cost increases include increased employee benefit costs with

increasing employee numbers across 2019 and continuing into the first half of 2020.


Mobile plant service costs being a mix of timing work completed and major repairs on some plant

drove the majority of $0.6 million maintenance increase. The 27% increase or $0.6 million in

occupancy expenses was driven by increased insurance costs and for which insurance capacity and

premiums remain a cost pressure going forward.


Net profit, as Todd noted earlier, reported net profit after tax benefitted from a number of one-off

comparative differences being $1.5 million deferred tax benefit arising from the government’s

reinstatement of tax depreciation on buildings, $2 million related to the repayment of debt following the

IPO during 2019 and one-off impairments recognised in 2019 of $0.8 million.


On a pro forma basis, net profit increased 6.7% to $12.8 million for the half year arising from the small

increase in EBITDA and capitalisation of finance costs to capital projects in 2020.


Our strategic development program: Todd spoke of the progress on our strategic development

projects earlier and these represent the majority of our development capital spend in the period. On an

accruals basis we’ve spent $27.2 million in the half with 6 Wharf elements comprising just over $12

million of this. $4.7 million for payments on our new tug, Kaweka and $2.6 million further payments on

our Thames Street container depot, also feature in this period.


As noted earlier, 6 Wharf construction is underway with a couple of key milestones achieved during

the first half including construction contracts signing and commencement of works onsite. On a project

cost basis, excluding capitalised costs, we have incurred $10 million on the construction phase of 6

Wharf as at the end of the period and expected to incur a further $25 million to $30 million for the

second half of 2020. This is approximately $9 million to $14 million less than originally forecast and

arises through subsequent detailed project planning and changes to cash flow forecasts.


Total project cost estimates for 6 Wharf are unchanged with additional costs arising from the Level 4

site shutdown which commenced just before the end of the first half, not material to the total project

and effectively are to be absorbed in project contingency allowances. This also applies to the project

duration estimates.


We have good inventory of steel pole casings onsite and it’s pleasing to see the effective progress of

HEB contractor with sheet wall piling and recently on 15 May, drilling and installing the first of

approximately 400 concrete poles.


Total CapEx spend for the second half is under review currently. Though the 6 Wharf construction is

not expected to be affected by this. In terms of cash flow and balance sheet, compared to the prior

comparative period operating cash flows have improved by $2.1 million reflecting the reduction of debt

finance costs in the current period. On a pro forma basis, operating cash flow has improved marginally

by $0.2 million to $13.2 million.


Investing cash flows reflect capital expenditure just for accounting accruals of $23.2 million. First half

’20 finance and cash flows represent mainly the $5 million dividend paid in December 2019. From a

balance sheet and liquidity perspective, we remain in a sound position with $196 million of cash and

undrawn bank facilities.




I’ll now hand back over to Todd.


Todd Dawson: Thank you Kristen. I’m just now going to talk through some of the impacts around

COVID-19 a little further. The sequence of events leading up to where we find ourselves today from a

trade perspective is certainly one we never would have predicted at the start of the year.


New Zealand log exports since December have seen challenges in their main Chinse market due to

high inventory levels building onto Chinese wharves. This was due to logs flooding into China through

wood sources out of Northern Europe and those sources coming onstream pre-COVID and impacting

China in the subsequent lockdown period running through February and March with the effect of the

extended Chinese New Year period all slowing exports into this key market.


This was then followed by the New Zealand and wider global outbreak of COVID and its effect in

locking down New Zealand log exports under Level 4 conditions. Under Level 4 Napier Port was

deemed an essential lifeline asset and service provider so we remained in operation, however many of

our customers’ businesses were deemed non-essential and stopped.


This quickly saw the halt of milled timber, logs and pulp followed by the shutdown of our on port

packing operation at Port Pack due to no cargo being available. In addition, the tail end of our

successful cruise season was brought to an abrupt halt and resulted in the loss of seven cruise ship

visits. As mentioned earlier, also under Level 4, the construction of 6 Wharf was required to stop.


Whilst benefitting relative to other businesses from being a lifeline infrastructure asset with essential

status, we experienced lost revenue during the lockdown period, however we were later able to

continue to clear non-essential cargo from our port in order to ensure essential cargo could continue to

flow through. This meant that we benefitted from a residual level of revenue from these cargo flows as

we cleared remaining inventories from the port under Level 4.


At this time, we are seeing an optimistic bounce back of the cargo that was deemed as non-essential

due to pent up demand and rebuilding of inventory back into the export supply chain. However, the

enduring local, national and global impacts remain quite uncertain into the future and in particular we

are uncertain around our cruise industry business while our border remain closed to international

tourists.


I’m just going to move on to the next slide, which is talking about our response plan. So, our primary

focus during these times has been to ensure the safety of our people and users of the port. Despite

the massive disruption of COVID and the government lockdown, our port has been able to maintain its

regional responsibilities as an essential service provider.


Our focus more recently has been on ensuring we now deliver a prudent response to the managing of

our cost base and balance sheet, particularly across the next 18 month period as we face into the

uncertainty ahead of us. And some immediate response measures that we have taken are reduction in

the director fee pool of 20% for six months, deferral on renewal on wage and salary increases for one

year, specific cost reductions and deferrals across capital and operational expenditure.


We have applied and received a government wage subsidy of $2 million and we have taken the move

to cancel the interim dividend in respect of the 2020 financial year. The exact timing and savings from

these response measures are still being worked through. I’ll now hand back to Alasdair, our Chair just

to discuss in further detail the interim dividend decision.


Alasdair MacLeod: Thank you Todd. A key element of our response plan is the interim dividend. We

have announced today that there'll be no interim dividend paid in respect of the 2020 financial year.




The Board of Directors has considered both the short term impacts and long term risks associated

with COVID-19 in considering the interim dividend.


With a full program of committed strategic capital investments including 6 Wharf, the Board considers

that it is prudent to take a conservative approach to the management of cash while this uncertainty

exists. As such, the Board has decided to defer any consideration of dividend payments until the end

of the financial year. And as a result the decision has been made to cancel the interim dividend.


In coming to this conclusion we've also considered our stated target of keeping our forecast date and

particularly peak debt following the construction of 6 Wharf within prudent levels. As we have stated

previously, we are targeting a peak debt to EBITDA ratio approximately 3.5 x or less. It's not a hard

target but one that helps guide our thinking.


We recognise the impact of this interim dividend decision may have on our shareholders. And as

we've outlined in our half year interim report, we remain grateful for the support of our shareholders as

we navigate this period of uncertainty and as we focus on protecting and growing the long term value

of our shareholders asset.


The Board expects to review the full financial year results and outlook in November 2020 before

making a decision on a final dividend. The Board's intent is to pay a final dividend in respect of the

2020 financial year result in accordance with our stated dividend policy, subject to development and

the economic outlook at that time.


I’ll now hand back to Todd.

Todd Dawson: Thanks Alasdair. And now I'm just going to talk through a little bit more around our

outlook and what we're seeing during April and May. So the results of our trade throughout the key

months of April and May impacted by the COVID lockdown has seen April down 40%, which equates

to about a 29% revenue reduction. Our bulk tonnage has been more affected than our containerised

cargo over this period.


May volumes will also be materially affected; however, we are seeing a strong rebound in log volumes

arriving back into the port and the return of our container packing operations for pulp and timber is

going very well under Level 3 and now under Level 2 conditions. In addition, our key seasonal [REFA]

trade volumes such as apples, squash and meat have been trading in line with expectations.


I'm now just going to hand back to Alasdair to draw us to a close.


Alasdair MacLeod: Thanks Todd. In conclusion overall we've had a solid first half of the year in terms

of trade [unclear]. We will be playing into the wind in the second half of the year facing the uncertainty

that COVID-19 has brought upon us all.


We've made some good progress in our strategic programs of work and are building momentum on

these again, as we have worked our way back to a more normal state. We're taking active and

prudent measures to defer spend on OpEx and CapEx where we can without compromising the safety

of our people and port operations or jeopardising our ability to maintain our asset base.


Uncertainty remains across the entire economic situation, making it difficult to accurately forecast full

year earnings. However, we will be providing a further trade update to the market and June quarter

results update during August. I'll now hand over to Kristen who will conclude the presentation.




Kristen Lie: Thanks Alasdair. That concludes our prepared presentation. We would like to provide the

opportunity for those on the call to ask questions related to our presentation and therefore I'll hand

back over to the moderator to do so.


Operator: Thank you. If you wish to ask a question, please press star 1 on your telephone and wait for

your name to be announced. If you wish to cancel your request, please press star 2. If you are on a

speakerphone, please pick up the handset to ask your question. Your first question comes from Andy

Bowley from Forsyth Barr. Please go ahead.


Andy Bowley: (Forsyth Barr, Analyst) Thanks operator and good morning guys. So I've got a couple

questions. The first of which is around your pricing initiatives and Todd, you mentioned in the

presentation around new commercial agreements. Are you referencing there the various levers put in

place or is that an additional to the levers put in place? And maybe you can also talk about how your

pricing strategy may change in the COVID-19 world, recognising it's early days, but pricing is quite an

important part of the growth outlook.


Todd Dawson: Yes, good morning Andy. Good to talk to you. The - obviously some of the effect that

we've seen is through the implementation of those earlier pricing levers that we put in place, the

infrastructure levy et cetera. But we have been working through as contracts have come up with

particularly things like shipping lines, new commercial agreements and have been successful on a

number of cases in bringing in increases to our pricing with those shipping lines over the last 12

months or so. So we're seeing the benefit of those increases coming through as well.


In regards to your question about pricing for - or any kind of changes as a result of COVID, at this

point in time, we're not contemplating anything specific in response to COVID-19 and our pricing

strategies remain the same as they have been pre-COVID as well, which is to continue to work with

customers around renewal of contracts as they arise and just making sure that we're targeting pricing

that's going to allow us to meet those long term commitments that we've talked about with investors

around return on capital et cetera.


Andy Bowley: (Forsyth Barr, Analyst) Sure. Have you seen much pushback from the shipping lines in

relation to say pricing relief during the crisis?


Todd Dawson: It would be fair to say a lot of the shipping lines are also suffering quite markedly

across the globe. And a number of them have come to us to ask for relief on different things. But at

this point in time we haven't had to make any particular moves in that regard.


Andy Bowley: (Forsythe Barr, Analyst) Then the second question on the wage subsidy, I recognise it's

only $2 million but that's still a reasonable proportion of half year or even full year profitability. Can you

talk about the decision to claim the wage subsidy? The fine print on slide 25 suggests that you may

repay it subject to what your revenue turned out to be but I suspect you probably know what your

revenue is down in April now or at least the first four weeks of the downturn. So yes, all of the above.


Todd Dawson: Okay, so when we applied for the wage subsidy it was right early on in the piece and

obviously times were very, very uncertain at that point. And look, they still remain quite uncertain and

we took the view that we needed to do everything within our power. We have a responsibility to make

sure we look after our people and our business.


And that was a - I guess using your terminology, a lever that we could pull. So we did apply for it and

we're holding that subsidy subject to further illumination of the results that we will see over April and

May. And if we aren’t able to meet the government guidance around the reduction over a 30 day

period, well our intention would be to pay that wage subsidy back.





Andy Bowley: (Forsyth Barr, Analyst) And was there any impact from the wage subsidy in your

decision not to pay a dividend for the first half?


Todd Dawson: I’ll let Alasdair talk to that one.


Alasdair MacLeod: It certainly played a part in it Andy. It would be unconscionable to take a wage

subsidy from the government and then distribute it as a dividend. But we also were just very conscious

of the fact that that there are significant uncertainties ahead and we have major commitments. And we

have chosen to cancel the interim dividend, see how the second half of the year plays out and make a

call at the end of the year.


Andy Bowley: (Forsyth Barr, Analyst) And based on the fact that you've claimed the wage subsidy, if

you didn't repay it because you qualified as per government guidelines, would that impact and I

recognise you've still got to have the discussions, but in terms of your thought process at this stage,

how would that impact in terms of the final dividend?


Todd Dawson: That would be part and parcel of...


Andy Bowley: (Forsyth Barr, Analyst) ...continue to impact [unclear].


Todd Dawson: Yes, well I think the Board will look at it at a holistic level, Andy, in terms of what's the

overall financial result. What's the outlook, et cetera and the situation at the time before we make that

call.


Andy Bowley: (Forsyth Barr, Analyst) Great, thanks guys.


Todd Dawson: As we’ve said as well, I think the intent as well Andy is to work towards our stated

dividend policy as well.


Andy Bowley: (Forsyth Barr, Analyst) Yes, okay. Cheers. Thank you.


Todd Dawson: Thanks Andy.


Operator: Your next question comes from Owen Birrell with Goldman Sachs. Please go ahead.


Owen Birrell: (Goldman Sachs, Analyst) Hey guys, can you hear me?


Todd Dawson: Yes, good morning.


Owen Birrell: (Goldman Sachs, Analyst) Excellent. Yes, good morning. So just a couple of quick

questions from me. Firstly around cruise calls. I know that environment is obviously very uncertain but

have you had any conversations with the government around, I guess what’s the limitation they’re

likely to put on cruise sailings as we move into the 2020 season?


Todd Dawson: Not yet. It's still very early in the piece in that regard. We're not getting any further

insight at this point in time from the government about what their position is going to be with cruise

longer term or indeed just when the borders are likely to open. It’s still very much open question for the

whole economy in New Zealand at this point in time.


At the moment we've still got bookings for 82 cruise vessels this season. First one due to arrive on 2

October. Currently cruise vessels are actually formally banned from New Zealand waters until the end




of June I believe. And so it's still a really uncertain outlook as to what the cruise season is going to

look like this year and into the future.


Owen Birrell: (Goldman Sachs, Analyst) Can I ask, of those 82 bookings do you know how many of

those are Australia/New Zealand forming as part of this Trans-Tasman bubble?


Todd Dawson: Well 65% of cruise passengers do come from Australia and New Zealand. In historical

terms that's roughly the number of people that have come through cruise lines on - from New Zealand,

Australia. So I guess there is potential there that there's a bubble formed. And even if the bubble is

formed further afield to the likes of the Pacific Islands and things, you could see the cruise industry

formulate a schedule that would see New Zealand and Australia and the Pacific Islands as a cruise

circuit if you like. But it's still, again, I'm speculating. It’s still pretty [hilly].


Owen Birrell: (Goldman Sachs, Analyst) I was going to say if you have a reduced cruise season, is

that potentially going to provide some offsetting benefit with the bulks side of the business in terms of

that congestion issue that you've been facing in the ports?


Todd Dawson: Yes, that’s a fair conclusion. Obviously your cruise season coincides with a lot of our

busy log export season and other bulk trades that come through that side of the port. So if we saw a

reduction in the number of cruise vessel visits, it certainly makes the wharves more available for that

bulk cargo to flow through.


But again, it's - or even the bulk cargo remains very uncertain as to the overall economic outlook and

global outlook. We're seeing that surge in demand happening particularly across logs at the moment

coming back on stream. And volumes are good during May, however, I guess the unknown is what

things are going to do over the next six months especially as that global demand picture starts to get

clearer as that initial surge from pent up demand is met. What's going to be the long term demand

view.


Owen Birrell: (Goldman Sachs, Analyst) That was going to be my next question actually in terms of the

conversations you've been having with your, I guess logging customers in providing the logs. What are

they seeing in terms of overarching global demand for logs at this point? Is it increasing again after all

the Chinese issues last year?


Todd Dawson: Yes it is. Pricing's very good for logs at the moment. We - the inventory build-up that

was in China in particular has started to clear and back down to more normal, even sub normal levels

of imagery on wharves in China. And so that's that pent up demand I'm talking about in terms of the

export supply chain being filled back up again. And so the indications are that China is coming back

online strongly. Prices are good and volume of logs moving out is good as well.


I guess the warning there is that we've seen that happen before where prices are good and

inventories build quickly. And we also are coming into the Chinese summer, which traditionally sees

construction works and things slow down. And then you put that against the backdrop of a more global

economic outlook, which could be a lot more subdued. It's still - there's still a lot of moving parts in that

equation to give us some uncertainty.


Owen Birrell: (Goldman Sachs, Analyst) So just in terms of the log movements through the port, is it

fair to say that you've probably only lost about a month of volume in that lockdown given that you're

still moving inventory off the wharf and in terms of general throughput levels?


Todd Dawson: It's more four or five weeks. But even still, what we're seeing now is still not back to

what would consider to be kind of normal pre-COVID forecasts. So yes, I mean it's that month to




month and a half kind of movements, lost movements. But in terms of the - what we're seeing is the

volume is not bouncing back to normal, so to speak.


I think you've got to also remember that prior to the New Zealand lockdown we were seeing right back

in January, the effects of that high inventory build in China slowing exports out of New Zealand

anyway. And then China went into its own pandemic and lockdown period and extended New Year

period which all had an impact on log exports throughout the first half of this calendar year.


And then we had the subsequent New Zealand lockdown as well. So the log export market in New

Zealand has been pretty well impacted by high inventory and COVID for the best part of six months.


Owen Birrell: (Goldman Sachs, Analyst) Okay. That's great. Thanks.


Operator: Once again, if you wish to ask a question, please press star 1 on your telephone and wait

for your name to be announced. Your next question comes from Wade Gardiner with Craigs

Investment Partners. Please go ahead.


Wade Gardiner: (Craigs Investment Partners, Analyst) Hi guys, can you hear me?


Todd Dawson: Yes, hi Wade.


Wade Gardiner: (Craigs Investment Partners, Analyst) Just further on the logs, just broader can you

talk to, say the availability of crews in the region, post-COVID? What's happening in the I guess the

woodlot harvesting rather than the commercial guys and have these higher prices been sufficient to

stimulate some demand from those woodlots and has there been availability there?


And also have you heard anything around what's happening with the European logs through this

COVID? Has there been any impact in terms of those volumes going into China?


Todd Dawson: Okay. So, I’ll start with the first one around the woodlot owners. I think based on what

we’re hearing at the moment Wade is that with the prices high, those woodlot owners are definitely

returning to the market. And so they are taking advantage of that.


The labour availability in terms of stevedoring crews and things has been good. We are having

conversations with the two main stevedores, ISO and C3 in recent weeks and they aren't reporting

any issues around labour availability at the moment, which is not too surprising given I think people

are looking to make sure they maintain their employment conditions at the moment, which is good and

it's helping us to get that initial surge of logs through the port nicely.


Wade Gardiner: (Craigs Investment Partners, Analyst) What about logging crews?


Todd Dawson: Yes, no we haven't heard any issues in that regard in terms of logging crew availability.

Certainly the flow of logs in this region through to the port has been very strong in the last few weeks

since we had Level 3. I think they had some logs that were still lying around on skid sites and things

that initially went straight into the mills to be produced to be pushed through the mills but cutting and

the export has been going very well. The European logs, I haven't particularly heard anything on that

situation Wade.


Wade Gardiner: (Craigs Investment Partners, Analyst) And in terms of the apple harvest, I mean it’s -

you’re only halfway through it now. The season last year was very late. Is there any reason to think

that that there might be a late season this year? And also I understand that the actual number of




apples or the volume of apples is actually ahead of last year, but there’s issues around COVID and

social distancing in terms of the production of that. Are you hearing anything there?


Todd Dawson: Yes, I’ve got a bit of flavour on that. So, our apple volumes this year were late in terms

of volume flowing through the port. We were a little bit later than last year. And then we had the whole

impact from COVID like you say meaning that the orchardists and packing houses had to bring in

place the separation et cetera which slowed their production rates down.


There was a bit of nervousness in the early stages as to whether they were going to get all the picking

completed. Which seems they've got through that well, which will push product out for export. Cool

stores are very full at the moment is our understanding. So there could be a longer tail to the season.


And then in terms of overall volume, we’re currently seeing that we're very much in line with last year. I

think anecdotally at the start of the year they were predicting they would have a bigger season than

last year. At the moment we're tracking pretty much in line with last year from a volume through the

port perspective.


Wade Gardiner: (Craigs Investment Partners, Analyst) Okay. Thank you.


Operator: There are no further questions at this time. I will now hand back to Mr Lie for closing

remarks.


Kristen Lie: Thank you. Thank you everyone for joining us for the Napier Port Holdings 2020 Half Year

Results call and for your questions. That ends our presentation and we will now hand back to the

moderator. Have a good day everyone and goodbye.


End of Transcript

=== IR PAGE TRANSCRIPT: 2019 Annual Results Conference Call Transcript ===

Company: Napier Port Holdings Limited
Title: Napier Port 2019 Annual Results Conference Call

Date: 19 November 2019

Time: 11:00am


Start of Transcript


Operator: Thank you for standing by and welcome to the Napier Port Holdings Limited 2019 Annual

Results Conference Call. All participants are in a listen-only mode. There will be a presentation, followed

by a question and answer session. If you wish to ask a question, you will need to press the star key,

followed by the number one on your telephone keypad.


I would now like to hand the conference over to Mr Kristen Lie, Napier Port Chief Financial Officer.

Please go ahead.


Kristen Lie: Welcome, everybody, to the Napier Port Holdings 2019 Annual Results Call. My name is

Kristen Lie, Chief Financial Officer, Napier Port and I’m joined on the call this morning by Todd Dawson,

Chief Executive and Alasdair MacLeod, the Chairman of the Board of Directors of Napier Port.


During this presentation, we will be referencing the investor presentation included within the suite of

information released earlier today on the NZX reporting platform and also available in the investor centre

section of our website.


Our intention this morning is to walk through our presentation to report on highlights of our 2019 financial

year, including some more detailed analysis of our financial results and then at the end of our

presentation, we will open up the line and will be happy to respond to any questions you may have.


I will now hand over to Alasdair to get things underway.


Alasdair MacLeod: Thanks, Kristen. I’d like to add to Kristen’s welcome to [unclear] on the call for our

annual results 2019 presentation.


2019 has been a year of significant change and significant progress. The board and I welcomed the over

9,000 new shareholders of the Group, including 97% of all employees. Napier Port is a key regional long-

term infrastructure asset with a purpose to help build a thriving region by connecting the region to the

world’s markets. Napier Port provides direct routes to global markets for the region’s high-value export

cargo and provides efficient access for import products to feed the regional and national economy.


The financial results we have reported today show that we’ve made a good start as a publicly-listed

company. Whilst headline net profit has substantially decreased compared to 2018, the result is in line

with forecasts and as a result for capital restructuring and listing on the NZX and today, we are ready

and capitalised to embark on our centrepiece development project, 6 Wharf, which has been in the

making for several years.


We are looking forward to breaking dirt on this project as we position ourselves to deal with the cargo

growth that we are already experiencing.


With the IPO behind us, we have the balance sheet in place to get started.



Outlook looking forward, we will be looking forward to delivering our business plan and developing our

sustainability strategy in line with the UN Sustainable Development Goals, which we will use to guide a

response to global issues, help improve our focus on diversity and enhance environmental outcomes.

I am now going to hand over to our Chief Executive, Todd Dawson, who will take us through the

highlights of the year’s results. Todd.


Todd Dawson: Thank you, Alasdair. So this year Napier Port presented the opportunity to investors to

gain a share in our port and during the IPO, we spoke about some of the key strengths and features of

our port and our business and we still feel it makes our business a very attractive proposition to investors

and I think it’s worthwhile just recapping on a few of those. These key features will continue to forward

our future strategy and I think are really relevant for investors to just refresh their memories on.


So just to start off that line of thought, Napier Port, we are an essential regional infrastructure asset and

by connecting Hawke’s Bay and Central New Zealand to global markets, we are an active participant in

driving regional prosperity.


The Hawke’s Bay region is experiencing very strong growth and it’s supported by international demand

for its diverse range of exports. We also have very strong key customer relationships that see the port

embedded as an essential supply chain partner. We retain a very diversified trade portfolio and the port

handles a diversified mix of export and import products including logs and forestry products, pipfruit, oil

products and fertiliser, which are shipped to and from over 110 countries globally and we are well-

positioned for future cargo and the visibility of that cargo, as well as having fully-consented development

plans for the construction of our 6 Wharf and other infrastructure investments that we have planned.


Strong historical financial performance and a record of execution on growth which has been very

beneficial for our previous shareholders, seeing the average revenue growth over the last four years of

over 11% and consistent delivery of EBITDA margins of over 40%.


We also have a very strong and experienced management team with extensive commercial and

infrastructure expertise and a broad depth of senior leadership experience in New Zealand and

overseas. We also enjoy very strong relationships with key stakeholders and the local community.


Moving on to the next slide. At Napier Port, we have had a very busy and productive year having

achieved many of the goals and targets we set for ourselves in FY19. Some of the main and key

highlights have been a very strong operating result with continued growth across all our major trades,

continuing buoyant local economy and rural sectors seeing continued investment in the Hawke’s Bay,

despite concerns of global trade headwinds and some of the recent pricing fluctuations in the forestry

and fibre sector.


We have new infrastructure, plant and equipment that’s gone in and that is boosting operational

capability and resilience at the port. We have added additional experience into the senior management

team which is driving our strategy and innovation agenda and also commercial areas of business which

strive and focus on regional and also outer regional growth. We have continued the development of our

people with training and also a strong focus on our culture of care and health and safety outcomes and

we have had a successful introduction of infrastructure recovery charges to the container shipping lines

during FY19.


We continue to be maintaining and developing a strong social licence at Napier Port and that has been

demonstrated this year in particular by the local support for the resource consent for 6 Wharf

development, significant demand and support from the locals in the region around ownership by the IPO.

We have had 97% of our full-time employees now take up a shareholding in Napier Port and we’ve had

very strong support from local iwi, with four local iwi investing into Napier Port this year.



So just moving onto the next slide; this year, we’ve created and cemented our platform for growth and

expansion of the port. We have given the region and port certainty for the future by taking some big

steps forward on the expansionary plans related to our 6 Wharf. We have secured resource consent for

6 Wharf and that’s been done without any appeal. We have signed our construction contract with HEB

Construction to build this for us. We have secured pricing for the development that is within our initial

estimate range and schedules, and construction is due to begin in Q2 of FY20.


We also this year took the opportunity to review and refresh our strategy for the next 10 years and

establish a 30-year master plan for the port which is giving us more certainty in our planning for the

future in both infrastructure and for the trade that we are likely to see come into the port.


In addition, the port has also continued its investment in new plant, equipment and technology to

continue improving efficiency of our operations and also the services that we can provide to our

customers.


Moving on to our trade results, I will just touch on a few of the key metrics underpinning the FY19 result

for us. This year we’ve achieved new record total cargo volumes at just over 5.5 million tonnes which will

see a 7.3% increase from 2018. Our container services saw us receive and process a total container

volume of over 271,000 containerised TEU; this is 1.9% and nearly 5,000 ahead of the prior year and

about 1% or 2,000 ahead of forecasts.


We had higher export-driven – export volumes which were driven by another record export season for

apples at 8.6% increase for them and increased meat exports, but slight decreases in canned food and

other food exports. The highlight for this container volume was the 9.9% or 5,000 TEU increase in export

[unclear] to 54,000 TEU in total.


On the bulk cargo front, this includes a new bulk cargo record of 3.4 million tonnes which was 10.9%

ahead of the prior year and about 1% above our forecast for the year. Log volumes were the driver of

this with a new record of 2.58 million tonnes being about 16.9 or just shy of 17% increase on prior year

and 3.2% ahead of our forecast.


Moving on to our financial results and compared to 2018, we have achieved substantial growth across all

key metrics with our net profit after-tax in the current year being the exception due to cost incurred

related to the IPO and capital restructuring. These metrics have been led by robust revenue growth

which in turn has been driven by cargo volume growth and pricing measures through increasing capital

investment that we have introduced this year.


In summary, we saw our revenues rise by 8.6% in results from our operations improved by 7.9% during

the year with net profit after IPO transaction-related costs at $6.8 million for FY19.


Moving on to some of our financial results a bit further, compared to our forecasts made at the time of

the IPO, we’ve achieved results ahead of forecasts across key metrics and higher revenue growth has

translated into higher pro forma earnings and cash flows for the year. Pro forma cash flow from

operations achieved a strong result affecting higher net receipts from customers, including working

capital, lower finance costs than forecast and lower pro forma capital structure costs.


I am now going to hand over to Kristen, our CFO, and he is just going to talk you through some more of

the details; the financial and operating results.


Kristen Lie: Thank you, Todd. I’ll run through some of the detail underlying our results for the year. I need

to note that the analysis that follows is based on our [PDS] forecast and differs in some cases from the

statutory classification of expenses.



We are also referencing non-audited, [non-debt] measures such as EBITDA and pro forma net profit.

Details and further references in respect to these are provided in the appendices’ attached to the

presentation.


During 2019, we experienced a healthy year-on-year revenue growth of 8.6%, but it’s particularly

pleasing that this has occurred across all three of our service areas. Container services revenue rose

5.5% from $58 million to $61.2 million, while bulk cargo revenue increased 11.4% from $29 million to

$32.3 million. Cruise revenue increased from $2.6 million last year to $3.7 million in 2019.


A common characteristic of all three of these growth profiles result from both volume and average

revenue per unit improvements. We finished the year just shy of $100 million total revenue at $99.6

million and $2.2 million ahead of the forecast for the year.


In respect of container services, we achieved a good result with 5.5% year-on-year growth. In addition to

the 1.9% TEU trade volume growth, average revenue per TEU increased by 3.4% in the year from $218

per TEU to $226 or $226 per TEU compared to the forecast of $221 per TEU.


Reasons for the average revenue increase from 2018 and the 2.1% ahead of the forecast include

introduction of an infrastructure recovery charge during the year introduced to recover the costs of

infrastructure investments made to extend capacity and support growth, additional income from on port

container storage services, a higher refrigerated container or reefer proportion in our container mix and

income from related services such as power and monitoring of reefer containers which was offset by a

lower marine revenue component due to 26 fewer vessels due to shipping service changes in 2019.


In addition, other container services which includes our Port Pack and off-port depot services performed

ahead of forecasts, albeit, down in the prior year due to a loss of a significant depot customer earlier in

the year. Our team provided exceptional container servicing turnarounds assisting our container depot

customers to gain market share during the peak export season.


In 2019, we saw exports – a strong export reefer growth with apples and meat exports in particular with

5,000 or 9.9% additional export reefer TEUs. Refrigerated containers are a valuable cargo to shipping

lines that call at Napier Port. They also generate higher revenue from providing additional services such

as power and monitoring. With apples, we have seen the literal fruits of ongoing increased industry and

planting of new varieties and increased yields, but apple exporters continue to report good returns on

international markets. It mentioned the increase in reefers in our TEU mix has also contributed to the

growth in average revenue per TEU this year.


Bulk cargo revenue growth of 11.4% year-on-year was driven by a 10.9% volume growth to 3.4 million

tonnes in 2019. Average revenue per tonne increased by 0.5% compared to the prior year and was 1.5%

higher than forecasts due to [16] additional vessel calls.


The driving force behind our bulk and total cargo volume growth for the year by weight has been log

exports which are detailed on the next page - next slide.


2019 log volume increased 16.9% versus the prior year and was 3.2% ahead of our IPO forecast for the

year. As has been well-publicised, there was a relatively sharp correction in China log prices in our

financial year fourth-quarter from historically higher levels. Since then, prices have recovered partially

and whilst not at their highs, are still around longer-term averages.


We have a portfolio of eight log exporters and of those, corporate estates are proving resilient to date in

terms of export volumes and those exposed to smaller woodlot owners seeing some declines in volumes



from pre-price correction levels. In the fourth quarter, we had some miniature volumes diverted from the

Gisborne region as the Eastland Port faced shipping closures.


Overall, in our fourth quarter and October month, we have seen some variability in shipped log volumes,

export volumes, including our highest single month ever of log exports in August and followed by a

relatively quiet September, which was our second lowest month in the whole of 2019. Overall, from a

typical month period to period we have seen volume levels maturely consistent with a 2019 average.


We continue to monitor log export developments and we currently have no update to our existing 2020

forecast volume of 2.5 million tonnes.


2019 cruise revenue increased by 46.1% to $3.7 million versus 2018 and was up 4.1% versus forecast.

As forecast, 2019 vessel numbers increased to 70 from 57 in the prior year. As noted in our annual

report and the slide, there continues to be positive reports on the effects of cruise in the Hawke’s Bay

region with Statistics New Zealand estimating that cruise passengers spent $28.4 million in the Hawke’s

Bay in the year to June ’19 and the Napier Port and Hawke’s Bay cruise call continuing to be rated highly

as a cruise destination in Australasia.


Our respective EBITDA as a result of revenue growth in our business, our reported EBITDA has grown

by $3 million of $41.8 million and on a pro forma basis by $3.3 million to $40.5 million; both ahead of

forecasts. The EBITDA margin as a per cent of revenue is in line with the forecast.


Our pro forma total operating expenses, excluding offer costs but including forecast listed company

costs, in dollar terms, they're just over 2% higher than forecast and have grown in line with the forecast

as a percentage of revenue and as reflected in the pro forma EBITDA mentioned – margins mentioned in

the previous slide.


In addition to volume-related increased such as power for reefer containers, we’ve seen some additional

costs over forecast from increased employee leave costs and expenditure on our Western Gate safety

improvements.


In respect to net profit, on a pro forma basis, net profit of $19.8 million for 2019 was $0.6 million ahead of

forecast. The reported statutory net profit after tax of $6.8 million was 61% lower than the prior-year

result of $17.6 million, but $1.2 million higher than the forecast.


In addition to the one-off $6.4 million of expensed IPO costs and $7.1 million for the closing and

settlement of interest rate swap, the bottom line result also included a one of $1.1 million non-cash

expense for the [unclear] in our joint venture interest in the Longburn Intermodal Freight Hub.


IPO transaction and related costs of $6.4 million were less than the forecast of $7.3 million because of

the eventual split of total IPO costs between the income statement and equity which resulted in a lower

portion of the total IPO costs being recognised in the income statement.


In respect of capital expenditure, in the current year and future years, our development capital spend has

ramped up as we build for growth. Total capital spend during the year was $18.5 million or $17.6 million

in cashflow spend terms. A number of projects remain a work in progress at year-end and some

replacement spend has been deferred into 2020. Key development projects in progress at year-end were

6 Wharf preconstruction, progress payments for our third tug, Kaweka, since now received, and the

further development of our off-port Thames Street container services depot.


In terms of cash flows, we reported a higher operating cash flow that forecasted by just over $5 million

generated from the stronger operating result and improved working capital position, lower net finance



costs and low expensed IPO costs. As noted, some capex spend has been deferred into 2020,

otherwise, cashflows were in line with forecasts and resulted in a $31.2 million cash increase in the year.


Turning to the balance sheet. Compared to 2018, we’ve had a – we have a transformed balance sheet.

The capital restructuring resulting from the equity raising sees us holding $31.2 million of cash at the

year-end. Debt repaid and undrawn bank facilities of $180 million which means we are positioned to

execute on our strategic development programme including 6 Wharf.

This is a stronger cash position than forecast, but as noted, this largely derives from differed capital

expenditure in addition to the positive operating cashflow result for 2019.


I’ll now hand back over to Todd.


Todd Dawson: Thank you, Kristen. So in summary, it’s been a busy, productive and very pleasing year

for Napier Port. Having successfully listed on the NZX Main Board on 20 August, we have achieved our

FY19 forecasts, FY20 - sorry, FY19, has given us a really good platform going into FY20.


We don’t have any updates on a FY20 forecast as published within the PDS, they remain consistent and

FY20 forecasts subject to PFI assumptions and risks identified in the PDS also remain consistent.


Our focus moving into FY20 is now moving into the actual construction of 6 Wharf itself, continuing to

focus and improve the health and safety systems, building on our sustainability strategy and also, looking

to secure and cement opportunities for further cargo growth.


I’ll now just go to hand over to Alasdair MacLeod, our Chairman, to talk through the dividends for the

year.


Alasdair MacLeod: Thanks, Todd. As you will see on the final slide, the dividend is as forecast. We have

announced today a dividend of $5 million which equates to $0.025 per share. It is fully imputed. The

record date is 2 December 2019 and the payment date is 20 December 2019, which is also the date of

our Annual Shareholder Meeting.


I will now hand back to Kristen to manage the process from here.


Kristen Lie: Thank you, Alasdair. That concludes our formal presentation and we will now open up the

line for questions.


Operator: Thank you. If you wish to ask a question, please press star one on your telephone and wait for

your name to be announced. If you wish to cancel your request, please press star two. If you’re on a

speakerphone, please pick up the handset to ask your question.


Your first question comes from Andy Bowley with Forsyth Barr. Please go ahead.


Andy Bowley: (Forsyth Barr, Analyst) Thanks, operator and good morning guys. There’s a couple of

questions from me. The first of which is around capex and the 6 Wharf’s development in particular; is the

second quarter commencement in the next financial year or I guess the current financial year consistent

with IPO expectations in terms of broader timing and is there any implication for outlying capex for fiscal

’20 as a result?


Kristen Lie: Hi, Andy. Yes, that is consistent. If you’re looking for guidance on cash flows for next year

perhaps, I think at this stage, the best numbers we can give you are what were forecast at the time of the

IPO. I mean there is an ongoing process there of continuing reviewing those and as we’re now in sort of



an execution mode, we’ll be monitoring those in terms of whether that’s still the right forecast, but that’s

the best information we have at this time.


Andy Bowley: (Forsyth Barr, Analyst) Okay and then so I assume then if we think about capex for the

next financial year, we add on the underspend in fiscal ’19 to the IPO forecast, is that a fair assumption?

I guess it’s not overly material [unclear], but...


Kristen Lie: Yes, that’s a fair assumption, Andy.


Andy Bowley: (Forsyth Barr, Analyst) Okay, great. Second question around the container business and

there was clearly a container mix benefit in fiscal ’19 where the average rate per unit was higher than the

IPO forecasts and helped by the additional reefers that came through. Was there any benefit besides mix

– relative to the IPO forecast? Did you achieve a better rate underlying relative to expectations?


Kristen Lie: Well, underlying those average rates are a number of factors, so the reefer mix is just one

factor. In the year, we had some good outcomes that we don’t have a track record for, particularly related

to container storage revenue, which have also contributed positively to the result this year.


Andy Bowley: (Forsyth Barr, Analyst) Then I guess looking forward, what level of average rate increase

are you expecting in the next financial year excluding any kind of mixed benefits?


Kristen Lie: At this stage, I think the forecast that we've published – I mean we are not republishing a

new forecast for that number and I guess we need to see how this season plays out in terms of the next

side of things.


Some of the other container storage revenue I mentioned largely relates to decisions made by our

customers – port customers – so we’re not in a position to say that’s going to continue at this stage.


Andy Bowley: (Forsyth Barr, Analyst) Okay, thanks, guys.


Operator: Thank you. Once again, if you wish to ask a question, please press star one on your telephone

and wait for your name to be announced. We will pause briefly to allow more questions to enter the

queue. There are no further questions at this time. I will hand back to Mr Lie for closing remarks.


My apologies, our next question comes from Wade Gardiner with Craigs Investment Partners. Please go

ahead.


Wade Gardiner: (Craigs Investment Partners, Analyst) Hi, can you guys hear me, I’m having phone

issues today?


Todd Dawson: Yes, we can hear you, Wade.


Wade Gardiner: (Craigs Investment Partners, Analyst) Okay, good. Hey, can you just I guess a couple of

things around your log volumes; first of all, you said you picked up extra volumes out of Gisborne, was

that unusual and can you sort of quantify how much in terms of tonnes, how much those Gisborne

volumes added in quarter four?


Is that a sort of a seasonal thing in terms of the winter swells coming from the south affected getting into

Eastland Port there?


Todd Dawson: You know, I guess it’s unusual for that to occur, Wade and it was largely due to some

unusual weather events that Gisborne were suffering and some issues that were created for them



around berthing and vessels and some damage I believe that they had to their port as a result. But – so

we benefitted from that for a short period of time.


In terms of total volume it contributed, we sort of estimated – it’s not actually that significant and probably

more in the region of around about 10,000 tonnes that we benefitted from that during that period of time.

But it’s gone back to normal state now and the consistency of the run rate we’re seeing on logs through

the port has been as expected.


Wade Gardiner: (Craigs Investment Partners, Analyst) So you’re...


Todd Dawson: ...tens of thousands.


Wade Gardiner: (Craigs Investment Partners, Analyst) Right, so you’re going...


Todd Dawson: Tens of thousands rather than hundreds of thousands.

Wade Gardiner: (Craigs Investment Partners, Analyst) Your forecast for FY20 then doesn’t include

anything really out of Gisborne?


Todd Dawson: No...


Wade Gardiner: (Craigs Investment Partners, Analyst) Anything there is sort of cream on the top? Okay,

and just on your forecast for FY20, is that - is the fact that you’ve maintained the PFI forecast, is that a

reflection of the fact that the impact of those price declines, it’s just too early to tell or is there other sort

of factors that are giving you comfort that that forecast is to be maintained?


Kristen Lie: Wade, there is a delayed impact and as I mentioned earlier, I suppose where we are today

that I guess over our fourth quarter plus sort of October month, we’re kind of running on an average

basis at a run rate consistent with that forecast, so we have no additional information at this time to

suggest that we should change that where it’s going to be materially different.


Wade Gardiner: (Craigs Investment Partners, Analyst) Right, so what you’re seeing through October and

November in terms of volumes is consistent with that 2.5 million tonnes?


Kristen Lie: Yes, so across our fourth-quarter plus October.


Wade Gardiner: (Craigs Investment Partners, Analyst) Okay. All right, cool, thank you.


Operator: Thank you. Once again, if you wish to ask a question, please press star one on your telephone

and wait for your name to be announced. We’ll pause again to allow more questions to enter the queue.


Your next question is a follow-up question from Andy Bowley with Forsyth Barr. Please go ahead.


Andy Bowley: (Forsyth Barr, Analyst) Thanks, look, just a follow-up; there’s a been a bit of speculation

talk across the industry around one of your large container customers, guys. I wonder if you could give

us an indication of where you are with regards to hopefully renegotiating and retaining that customer?


Todd Dawson: That’ll be WPI that you’re referring to I guess, Andy. In terms of that customer, our -

obviously I won't go into the details of any kind of commercial arrangements we have with them, but we

continue to have a very positive relationship with WPI. The relationship is ongoing and they seem to be

very happy with the level of service that they’re receiving from Napier Port to date, so when we’ve got

further information to announce, we’ll come back and let you know.



But at this stage, WPI are remaining where they are.


Andy Bowley: (Forsyth Barr, Analyst) Great, thank you.


Operator: Thank you. There are no further questions at this time. I’ll now hand back to Mr Lie for closing

remarks.


Kristen Lie: Thank you, everyone, for joining us today for the Napier Port Holdings 2019 Annual Results

Call. We thank you for your questions. We hope you found this informative. That ends our call. Goodbye,

and have a lovely day.


End of Transcript

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