TIL Logistics Group Annual Report
ANNUAL REPORT
2020
FOR THE YEAR ENDED
30 JUNE 2020
2TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
OUR BUSINESS 4
FY20 SNAPSHOT 6
FY20 RESULTS SNAPSHOT 7
CHAIRMAN & CEO’S REPORT 10
DIVISIONAL PERFORMANCE 14
OUR BOARD 18
LEADERSHIP 20
FINANCIAL STATEMENTS 23
NOTES TO THE FINANCIAL STATEMENTS 29
INDEPENDENT AUDITORS REPORT 63
ADDITIONAL STATUTORY INFORMATION 69
CORPORATE GOVERNANCE 76
GLOSSARY 82
DIRECTORY BACK COVER
On behalf of the Board and Management, we are pleased to
present the TIL Logistics Group Limited Annual Report for
the year ended 30 June 2020. This Annual Report is dated
23 September 2020 and is signed on behalf of the Board by:
Trevor D Janes Lorraine Witten
Chairman Director
3TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 20204
OUR BUSINESSOUR VALUES
TIL Logistics Group is one of New
Zealand’s largest domestic freight
and logistics platforms. We have a
nationwide network of branches,
depots and warehouses, a dedicated
team of more than 1400 employees,
owner drivers and contractors and
deliver products to over 3,500
customers.
We have a comprehensive service offer, providing
an end to end supply chain solution across
Freighting, Bulk Liquids, Warehousing & Logistics,
Specialist Lifting & Transport (SLTG) and
International Freight Forwarding.
In FY20, our trucks travelled more than 45 million
kilometres, delivering goods from Bluff to Kaitaia
and everywhere in between. And we warehoused
thousands of products and goods for our
customers in more than 192,000 square metres of
warehouse capacity.
Our goal is to be NewZealand’s premier transport
and logistics company by delivering operational
excellence and superior customer service and
value.
We remain committed to investing in our people,
ensuring a safe working environment, reducing
our environmental impact and always acting in a
way that is consistent with our values. ¢
OUR BUSINESSOUR BUSINESS
CUSTOMER
We are focused on the
needs of our customers
We recognise without
customers we have
no business and do
what it takes to be our
customers’ logistics
partner of choice. We
are easy to do business
with, collaborate and
learn from outcomes
with our customers.
TEAM
We work together
as a cohesive group,
to empower our
individual strengths.
All employees are
given the opportunity
for growth and
development. We show
pride in the appearance
of ourselves and
our equipment. We
all share a “can do”
attitude.
RESULTS DRIVEN
We are committed
to providing the best
services, exceeding
expectations of our
customers and creating
sustainable value for
our shareholders and
stakeholders.
SUSTAINABILITY
We want to be a leader
in sustainable logistics
services. Creation
of a sustainable
strategy that focuses
on our people,
customers, investors
and communities, is
important. Our strategy
extends to emission
reduction targets and
transparent reporting,
with the aim being a
better environment for
us all.
SAFETY
We focus on team
safety ensuring every
employee arrives
home safe and sound
whatever their role. This
includes training our
staff in the latest safety
procedures and using
quality equipment as
part of our processes.
PROFESSIONALISM
We do what we say we
will do. We act openly
and honestly both
within the organisation
and with our
customers. We value
ethics, integrity and we
do what is right.
INNOVATION
We strive to be leaders
in logistics innovation
and welcome new
technology with
enthusiasm and
interest. We always
look for ways
to improve our
effectiveness and
efficiency.
5TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
FY20 SNAPSHOTFY20 RESULTS SNAPSHOT
¡ Detailed review and reset of underperforming Freight
division
¡ Continuing refresh of the Senior Leadership Team;
new Divisional CEO appointed to lead the Freight
division.
¡ Acquisition of remaining 50% in ATL joint venture in
February 2020, a Cromwell-based freight business.
¡ Opening of two new warehouses, in Christchurch and
Auckland.
¡ Secured significant windfarm turbine transport
contract.
¡ Positive resolution of commercial matters with key
customer, with negotiations underway to extend the
contract beyond 2021.
¡ Ongoing investment into technology which is
expected to deliver financial and operational benefits.
¡ Contingency planning and actions undertaken in
response to COVID-19.
POST-PERIOD END
¡ Acquired assets and entered into long term contract
to supply heavy transport and logistics services to
Fletcher Construction’s Asset Hub.
NZ IFRS 16 Leases was adopted from 1 July 2019.
To provide a like for like comparative to the prior year,
all comparatives below are on a pre-NZ IFRS 16 basis
(unless otherwise stated):
¡ Results within updated guidance range provided in
June 2020, with EBITDA (pre-NZ IFRS 16) of $26.5m
(guidance $25m to $27m).
¡ Adjusted EBITDA (excluding unusual costs in FY19)
slightly below prior year and in line with guidance.
¡ Net Profit After Tax (NPAT) of $6.0m, up 50% on pcp.
¡ Margins in line with or above prior year for all
divisions, excluding Freight which has undergone
review and reset in FY20.
¡ Material impact from COVID-19 on sales and volumes
in 2H20.
¡ Year on year earnings growth for three divisions -
Warehousing & Logistics, International and Specialist.
Full year contribution from Specialist following its
acquisition in November 2018.
¡ Improving performance from Freight in 2H20, after a
disappointing 1H20. Bulk Liquids materially impacted
by reduced fuel demand during lockdown; pcp
included a number of one-off revenue benefits.
¡ Focus on cost reductions and right sizing the
business for pending economic slowdown.
¡ No dividends have been paid or declared for FY20.
Resumption of dividends in FY21 will be considered
subject to trading conditions and financial
performance continuing to improve.
SALES REVENUE
$333.8M
EBITDA
$57.4M*
PRE-NZ IFRS 16
$26.5M
NET OP CASHFLOW
$40.9M*
PRE-NZ IFRS 16
$17.9M
NET PROFIT AFTER TAX
$2.0M*
PRE-NZ IFRS 16
$6.0M
FY20 SNAPSHOT
FREIGHT IMPROVEMENT
PLAN
¡ New management team –
Divisional CEO, GM Sales,
Quality Manager, Owner
Driver Manager.
¡ Introduction of detailed sales
planning practices.
¡ Focus on multi-modal
and bundled solutions for
customers.
¡ Empowering local/branch
management, upgrading
leadership practices.
¡ Better utilise the Group’s
scale and competitive
advantage to deliver
customer transport and
warehouse solutions across
the country.
¡ Increase fleet and capacity
utilisation; improve the Owner
Driver service function.
¡ Stronger connections
between regional brands.
¡ Implement and leverage
technology to deliver
operational and customer
service excellence.
* Post NZ IFRS 16
FY2O RESULTS SNAPSHOT
67TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
9TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 20208TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
TIL Logistics Group continues to
transport freight and store goods
for customers from one end of New
Zealand to the other and everywhere
in between. Not only that, we also
have a growing international service
that sees us moving items across the
globe for our clients, covering air
and sea freight, coastal shipping and
customs brokerage.
FY20 was a year of unprecedented challenge
as our Group contended with adverse market
conditions and an underperformance of the
Freight division in the first half of year and the
material impact of COVID-19 in the second half.
In spite of this, we delivered a 50% profit (NPAT)
increase on a pre-NZ IFRS 16 basis.
In early 2020, the COVID-19 virus swept the
world, closing down borders and businesses.
Notwithstanding the impact this has had on our
business, we feel very privileged to be living in
New Zealand, where we have been able to reduce
the spread of the virus more than many other
countries. However, we are very conscious that
COVID-19 has had, and continues to have, an
impact, both socially and economically.
Although some of TIL’s businesses had essential
service status, COVID-related restrictions have
affected many of our customers, with flow
on effects for our operations and earnings.
The health, safety and wellbeing of staff and
customers was the priority during the lockdown
period in March and April 2020, and we took
actions to quickly respond to the pandemic
environment.
We moved to working from home, implemented
specific health & safety protocols for those
members of our teams still providing essential
services, immediately deferred all non-essential
expenditure and put processes in place to
support our people. As part of this, we received
wage subsidies of $10.7m, which allowed us to
retain and pay over 1,500 employees at least
80% of their wages, or 100% if working. This
Government support helped to partially offset
the approximately $17m revenue drop we
experienced during the fourth quarter of the
financial year due to COVID-19. The Directors and
members of the Executive team all volunteered
to accept reduced remuneration during the level
four lockdown period. The company also focused
on the efficiency of fleet operations, and received
some support from landlords and its asset leasing
partner.
Operating successfully through this difficult
period would not have been possible without
the dedication and hard work of our people,
from those who continued to work as essential
workers, to those working from home and
those who were asked to take leave during the
lockdown period. It has not been an easy time
and we would like to acknowledge and thank
all our people for their efforts as we continue to
recover and rebuild.
Since the lifting of Alert Level 4 in May 2020,
our businesses have made good progress on
regaining the ground we lost, however, the recent
restrictions in Auckland are testament to the
continuing volatility of the COVID-19 environment.
Outside of the pandemic, we continued to focus
on improving and growing our business during
the year. After a disappointing performance
from our Freight division in the first half of the
financial year, we undertook a 100 day review and
identified a number of areas for improvement.
Plans have been put in place to address the issues
that were identified and actions are being taken.
These include new leadership of the division,
combined with a stronger management and
operational structure, an increased focus on
sales and marketing functions and identifying
opportunities to better utilise the Group’s scale
and competitive advantage. The Freight division
is also focusing on delivering multi modal and
bundled solutions for its customers, increasing
fleet capacity utilisation and improving the
owner/driver model. These actions are part of a
continuing programme which is designed to drive
improving revenue and margins for the Freight
division in FY21. Results are already being seen
with the Freight business delivering an improved
second half performance in FY20.
We also continued to identify opportunities
for growth and acquired the remaining 50% of
the ATL freight business in Cromwell; and we
continued to expand our warehousing footprint
with the opening of two new warehouses, in
Auckland and Christchurch.
We have over 3,500 customers, many of whom
we have served for decades. Delivering high
quality customer service and solutions remains
at the heart of our business. We secured a major
windfarm turbine transport project in FY20,
and also worked closely with a key customer to
resolve commercial matters and pleasingly, we are
now in the process of negotiating an extension to
their contract from 2021.
DOING THINGS DIFFERENTLY
As we move forward in this new environment,
we believe there is an opportunity for businesses
to do things differently. In particular, for us, that
means better utilising technology, continuing
our sustainability journey and leveraging the
talents and value provided by our people.
Technology
We have recently implemented Z Energy’s Ortech
technology in our Pacific Fuel Haul fleet and are
continuing to develop and test the new Transport
Management System for our Freight divisions
after an initial pilot in our ATL business.
Both of these platforms are intended to create
significant efficiencies, reduce cost and waste,
and help to optimise haulage routes which is
better for our business and for our planet.
Environment
We recognise that the transport industry will
always have some impact on the environment but
have started on a journey to address this where
possible. We are now selling electricity back onto
the grid, generated by the solar panels on our
warehouse roof in Rolleston. We’ve invested in
new electrical forklifts and new warehouses are
built with sustainability in mind.
We’re continuing our partnership with Hiringa
Energy, which is moving at pace with Waitomo
Group setting up hydrogen refuelling stations
and New Zealand’s largest truck leasing business
providing funding to allow large corporates to
move to hydrogen fuel.
We are committed to the reduction of carbon
emissions through our membership of the Climate
Leaders Coalition. Our carbon footprint is
dominated by diesel fuel and we have established
an improvement programme to reduce carbon
emissions. In FY20, our greenhouse gas emissions
were 63,405 tonnes of carbon emitted, which was
down 7% on the prior year, largely as a result of
reduced activity during the COVID-19 lockdown.
Health and Safety
Health and safety remains a priority for us and we
take the safety and wellbeing of our employees,
contractors, owner drivers and communities
very seriously. It is an essential component to
everything we do. As part of our actions in FY20,
we undertook an independent external review
of the company’s safety management plan and
established a centralised safety team.
CHAIRMAN AND CEO’S
REPORT
CHAIRMAN AND CEO’S REPORTCHAIRMAN AND CEO’S REPORT11TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 202010TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
Our people work in challenging environments and
there was a serious incident in late May, where
one of our people was badly injured. While we
are pleased that he is now back on the road to
recovery, this incident reinforces the need to be
constantly vigilant and continually looking at
ways to improve our safety performance.
Technology continues to form a key part of our
critical risk controls, including in cab solutions to
monitor driver fatigue and provide alerts.
Our efforts in this area are being recognised and
TIL was the winner of the Chartered Institute of
Logistics & Transport Award for Implementation
and Practice. We have also been shortlisted for
the Australasian Fleet Champions Awards for
our driver safety initiatives using Autosense and
Guardian technology. A number of our drivers
have recently been through training using the
Autosense Heavy Machinery Simulator, with
positive feedback from those who participated.
People
Our people are the backbone of our company,
from the truck drivers who spend hundreds of
hours every year travelling New Zealand’s roads,
to the warehouse staff, admin, support teams and
the managers who lead our business.
While driver recruitment problems have eased,
the industry still has challenges attracting young
people. We are participating with industry and
government led initiatives in order to address the
long term problem.
New appointments and changes were made
during the year to strengthen our executive team,
and we also established a centralised HR team to
provide better support for our people across the
Group.
Our team of over 1,400 employees has extensive
industry knowledge and expertise, some of which
has been built up over decades of working in the
sector and through economic cycles. We believe
this experience will be of benefit as we face the
challenges of the coming year and make the most
of opportunities which will come our way.
FINANCIAL RESULTS
Sales for the 12-month period were $333.8m,
with Q4 FY20 sales down approximately
$17m compared to pcp, due to COVID-related
restrictions. Despite this, our International and
Specialist divisions continued their trends of half
yearly sales growth, with Specialist (acquired
in the 2018 calendar year) benefitting from the
commencement of the major windfarm project in
2H20. Warehousing & Logistics was in line with
the prior year, with growing utilisation of the new
warehouse capacity which has come online in the
last 12 months partially offsetting the additional
costs associated with this growth.
All TIL’s divisions delivered improvements in
EBITDA in the second half (particularly in Freight
and Bulk Liquids), after a disappointing first half
performance, with results for all divisions also well
ahead of the second half in the prior year. This
lift in performance, in part, reflects the efforts
of management to drive improvements in the
business.
Three of the company’s five divisions delivered
earnings growth in the year, with our largest
division, Freight, undergoing a significant reset
after a disappointing first half performance.
Likewise, margins for all divisions, except Freight,
were in line with or ahead of the prior year.
Net profit after tax was up 50% on a like for like
basis (pre-NZ IFRS 16) to $6.0m, with a reported
net profit after tax of $2.0m.
TIL has sound working capital disciplines resulting
in a solid cash position at year-end of $11.9m.
Borrowings increased to $86.3m, reflecting the
acquisition of the remaining 50% shareholding in
ATL.
Given the recessionary outlook and the sense
that the full impact of COVID-19 has still to be
felt, the Board felt it was prudent to not declare a
final dividend for FY20. Resumption of dividends
in FY21 will be considered subject to trading
conditions and financial performance continuing
to improve.
OUTLOOK AND STRATEGIC PRIORITIES
The current environment has demonstrated the
benefits of being a group of scale, with the ability
to invest into health & safety, training, systems
and infrastructure. In addition, having a range
of customers across a variety of industry sectors
and regions has meant that TIL has not been
overly exposed to some of the deep shocks that
have affected specific industries and parts of the
economy.
We expect the challenges from COVID-19 to
continue in FY21 with the flow on effects to be
felt for some time. Given the expected economic
downturn, the Board retains a cautious outlook.
However, we do see windows of opportunity, with
COVID-19-related Government fiscal stimulus
expected to support increasing freight volumes;
a global trend of businesses using 3rd party
warehousing & logistics providers (3PL) such as
TIL ; and continuing high demand in some sectors
such as food & beverage, aquaculture, viticulture
and other primary industries. We already have a
footprint in these sectors and will look to build on
our reputation and expertise to grow our market
share.
We have identified four areas of focus for
FY21 being:
¡ The continuing turnaround of the Freight
division, with a priority focus on lifting
margins.
¡ Organic growth through the expansion
of Bulk Liquids into non-fuel sectors; the
expansion of Specialist services into a broader
weight range; and optimising MOVE’s new
warehousing capacity.
¡ Expanding the International offer and
services.
¡ Building stronger connections and synergies
across the Group and promoting our end to
end customer solution.
We will continue to focus on social and
environmental initiatives to enrich our business.
Cash and cashflow management remains a
priority. Technology is a key enabler for our
strategy, with new systems currently being refined
to further enhance efficiencies and performance.
We are confident that, with the work we are
doing, TIL will emerge stronger and better in the
years ahead. Indeed, we should be better placed
than many other businesses in the ‘new normal’,
with strong brands and a diverse customer base
across multiple sectors.
The Board has confirmed its view that EBITDA for
FY21 is expected to be at least that of the FY20
post NZ IFRS 16 result of $57.4m.
We look forward to updating shareholders on our
progress at our Annual Meeting later this year.
Trevor D Janes Alan Pearson
Chairman Chief Executive Officer
CHAIRMAN AND CEO’S REPORTCHAIRMAN AND CEO’S REPORT1213TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
TIL
LOGISTICS
GROUP
OPERATES
ACROSS
FIVE
DIVISIONS
FREIGHT
Revenue $161.2m ▼10%
EBITDA $6.6m ▼33%
FY20
¡ Environment of increasing
competitive pricing pressure,
lower sales across a range
of customers and a softer
Christmas trading period
than anticipated, as well as
the loss of a large customer
for NZL. Further impacted by
COVID-19.
¡ Disappointing 1H20
performance - detailed review
and reset of the division
underway, with improving
performance in 2H20 as
turnaround initiatives have
taken effect.
¡ Completed pilot of new
Transport Management
System, with further
refinement now underway.
¡ Continued to adopt other
transport modes such as
rail and coastal as part of
customer solutions.
OUTLOOK
¡ Expected uplift as country
restocks post-COVID,
Government stimulus
initiatives and increased focus
on sales activity.
¡ Key export industries
forecasting robust volume
growth, with demand for NZ
goods and historically low
NZD.
¡ Longer term, technology
initiatives expected to deliver
cost and margin benefits.
WAREHOUSING &
LOGISTICS
Revenue $71.3m ▼6%
EBITDA $7.9m ▲6%
FY20
¡ Continued investment into
new warehouses, resulting in
additional capacity which is
expected to cater for future
sales.
¡ Additional overheads and
operating expenses in
FY20, related to the new
warehouses.
¡ Impacted by COVID-19, with
customer volumes reducing.
OUTLOOK
¡ Flow on effects of impact of
COVID on customer volumes
expected to continue.
BULK LIQUIDS
Revenue $73.9m ▼5%
EBITDA $8.0m ▼4%
FY20
¡ Bulk Liquids primarily services
large fuel and gas customers.
¡ Material impact on fuel
volumes due to COVID-19,
with flow on effect on Pacific
Fuel Haul.
¡ Additional costs incurred in
FY20 to serve a key customer.
¡ Positive resolution of
commercial matters with key
customer, and negotiations
underway to extend the
contract beyond 2021.
OUTLOOK
¡ Expecting a decline in fuel
volumes, due to reduced
vehicle movements in
a tougher economic
environment.
¡ Focus on cost control.
¡ Will continue to build on long
term strategic partnerships
with key customers and
grow non-fuel related Liquid
transport.
SPECIALIST
Revenue $18.4m ▲40%
EBITDA $4.6m ▲77%
FY20
¡ Specialised Lifting and
Transport continues to be a
successful acquisition.
¡ Major windfarm transport
contract secured in February,
with some work undertaken in
2H20 but majority deferred to
FY21.
¡ Acquired assets and entered
long term contract to
supply heavy transport and
logistics services to Fletcher
Construction’s Asset Hub.
OUTLOOK
¡ Projects delayed by COVID
expected to come on stream
in 1H21.
¡ Strong pipeline of activity
through increased
infrastructure spending and
Government stimulus.
INTERNATIONAL
Revenue $9.0m ▲22%
EBITDA $2.4m ▲60%
FY20
¡ Positive year with increased
activity in the sector.
¡ ISO Tank & Shipping services
increased revenue with greater
demand for ISO equipment &
services.
¡ Exploring acquisitions
opportunities, with further
specialist logistics services
being investigated to increase
footprint.
OUTLOOK
¡ Opportunity to deliver cross
Group bundled offer for
customers to drive increased
volumes and warehousing and
transport demand.
¡ Impact expected as a result
of economic conditions,
limitations to cross-border
trade and reduced oil & gas
exploration activity.
DIVISIONAL PERFORMANCEDIVISIONAL PERFORMANCE
EBITDA is reported on a
pre-NZ IFRS 16
1415TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
17TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 202016TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
At TIL Logistics Group, we
believe that best practice
corporate governance is
essential to protect the
interests of investors and
create and enhance value
over the short and long
term. We are committed
to conducting business in
the right way, ethically and
in line with our legal and
regulatory obligations. The
Board has adopted corporate
policies and procedures that
reflect best practice and we
follow the principles and
recommendations of the NZX
Corporate Governance Code
(the Code). You can read about
our corporate governance
practices in FY20 on pages
76 to 81.
As part of the Board’s
succession planning, we were
pleased to welcome Peter
Dryden as a director at our
2019 Annual Shareholders’
Meeting. Peter has skills
which complement the other
Directors and bring value to
the Board. ¢
TREVOR JANES
INDEPENDENT CHAIR
BCA, FCA, FCFIP, CFinstD
APPOINTED 6 DECEMBER 2017
Trevor Janes has significant
governance experience with a
number of private and public
companies. During the year he
was appointed as Chair of the
NZX Regulation Establishment
Board, having previously been
a member of the NZX Markets
Disciplinary Tribunal. His
career has been in investment
banking and financial analysis
and he is a Fellow of INFINZ
and of CA ANZ, a Member
of the Chartered Financial
Analysts Institute (USA), and
a Chartered Fellow of the
Institute of Directors.
JAMES (JIM) RAMSAY
NON-INDEPENDENT DIRECTOR
FCILT
APPOINTED 6 DECEMBER 2017
Jim has extensive experience
in the New Zealand transport
industry and has spent some
45 years in lead management
roles with Hookers, TNL/
Newmans Group and TIL.
He has been responsible for
building TIL from a local New
Plymouth trucking operation
into a New Zealand wide
transport force. He has served
as Chair of TIL and several
associated companies, and
has played a significant part in
transport industry matters. He
has been honoured with Life
Membership in his local Road
Transport Association and
is a Fellow of the Chartered
Institute of Logistics and
Transport. In 2013 Jim was
inducted into the NZ Road
Transport Hall of Fame. Jim
resigned as executive director
on 31 December 2019 and
since then has been a non-
executive director of the
Company. Jim is a substantial
shareholder in the Company.
LORRAINE WITTEN
INDEPENDENT DIRECTOR,
CHAIR AUDIT & RISK
COMMITTEE
BMS (HONS), CA
APPOINTED 6 DECEMBER 2017
Lorraine Witten is an
experienced executive and
entrepreneur with extensive
commercial experience in
high growth and high change
environments. Her skills are in
technology, ICT, construction,
services and network
economics, where she has 30
years’ experience in senior
management and finance
roles. Lorraine has 20 years of
governance experience and
is a Fellow of the Institute of
Directors. She currently sits
on the board of a number of
private and public companies
including Horizon Energy
Group and Rakon. She is Chair
of the Audit & Risk committee
for the Department of
Corrections.
DANNY CHAN
INDEPENDENT DIRECTOR
BCA (HONS), ACA, FCSAP,
MINSTD
APPOINTED 6 DECEMBER 2017
Danny is an experienced
New Zealand director with
extensive accounting, finance
and investment management
and education experience.
He holds a number of
directorships with companies
including Marlborough Wines
Estate as well as numerous
companies associated with
his private investments both
in New Zealand and Asia. He
is a member of the NZ China
Executive Advisory Council
and was a member of the
Department of Prime Minister
and Cabinet - China Project
Advisory Group. During the
year Danny completed his term
as a member of the NZ Markets
Disciplinary Tribunal.
PETER DRYDEN
INDEPENDENT DIRECTOR
BAGSC, MCINSTD
APPOINTED 23 OCTOBER 2019
Peter is a professional company
director and advisor, based in
Taranaki. He currently sits on
the Boards of several private
and public companies including
as Chair of Port Taranaki and
Aquafortus Limited. Peter
has worked in leadership
positions across Asia,
Australia and New Zealand,
and has a strong background
in the development and
implementation of growth
strategies and change
management. He has extensive
executive experience and
was Managing Director,
Australia and New Zealand,
for DowAgroSciences for nine
years until May 2016.
OUR BOARD
OUR BOARDOUR BOARD19TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 202018TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
We continued to strengthen
the leadership team during
FY20, with the appointment of
several key positions. Charles
Bolt was appointed to the new
role of Group General Counsel
and Company Secretary, while
Dallas Vince was appointed
as Divisional CEO for the
Freight division. We have also
appointed Peter Simone as the
acting Group HR and Safety
Manager, a role he has taken
over while Group HR Manager,
Dallas Guildford, is on parental
leave. ¢
For profiles of each executive,
please visit https://www.til.kiwi/
about-us/management/
GROUP EXECUTIVE TEAMDIVISIONAL CEOS
LEADERSHIP
ALAN PEARSON
CEO
DALLAS VINCE
DCEO FREIGHT
CLAYTON IMBS
DCEO INTERNATIONAL
CHARLES BOLT
GENERAL COUNSEL & COMPANY
SECRETARY
PETER SIMONE
ACTING GROUP HR AND
SAFETY MANAGER
LEE BANKS
CFO
STEPHEN OWLES
DCEO BULK LIQUIDS
RICHARD MATHER
DCEO WAREHOUSING &
LOGISTICS
WARWICK BELL
DCEO SPECIALIST LIFTING
MAURICE CORKERY
CIO
LEADERSHIPLEADERSHIP2021TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
ANNUAL
FINANCIAL
STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2020
2223TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
2425TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
ANNUAL FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS &
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020
NOTES
30 JUNE 2020
$000
30 JUNE 2019
$000
Revenue 7333,811354,594
Gains on disposal of assets 648873
Lease income1,3332,904
Other income 712,2231,685
Total Income 348,015360,056
Transport costs(132,718)(147,742)
Employee costs(125,309)(125,481)
Rental / lease expenses(5,114)(33,885)
Other operating expenses(26,352)(24,947)
Changes in contingent consideration13.4225(2,600)
Depreciation of right of use assets20(28,460)-
Other depreciation / amortisation expenses (14,442)(13,610)
Impairment of investment in associates16.2(440)-
Total Operating Expenses 8(332,610)(348,265)
Finance costs relating to lease liabilities20(7,947)-
Other finance costs - interest on borrowing(3,940)(4,156)
Interest income on short term deposit63116
Operating surplus before income tax3,5817,751
Share of (loss) of associates 16.2(86)(361)
Profit Before Income Tax 3,4957,390
Income tax expense 9(984)(3,026)
PROFIT FOR THE YEAR FROM CONTINUING
OPERATIONS
2,5114,364
Profit attributable to:
Owners of the company2,0154,004
Non-controlling interests496360
2,5114,364
Other comprehensive income:
Comprehensive Income for the Period, Net of Tax --
TOTAL COMPREHENSIVE INCOME FOR THE YEAR, NET
OF TAX
2,5114,364
Earnings per share for profit attributable to the ordinary
equity holders of the Company
CENTSCENTS
Basic and diluted earnings per share 112.314.75
The above consolidated Statement of Profit or Loss & Other Comprehensive Income should be read in conjunction with the accompanying
notes. Refer to note 20 specifically relating to the impact of adoption of NZ IFRS 16 Leases.
ANNUAL FINANCIAL STATEMENTS JUNE 2020
CONTENTS
Consolidated Statement of Profit or Loss & Other Comprehensive Income25
Consolidated Balance Sheet26
Consolidated Statement of Changes in Equity27
Consolidated Statement of Cash Flows28
Notes to the consolidated financial statements29 - 62
DIRECTORS’ STATEMENT
FOR THE YEAR ENDED 30 JUNE 2020
The Directors of TIL Logistics Group Limited are pleased to present the financial statements for TIL Logistics Group
Limited and its subsidiaries (together the Group) for the year ended 30 June 2020 contained on pages 25 - 62.
Financial statements for each financial year fairly present the financial position of the Group and its financial performance
and cash flows for that period and have been prepared using appropriate accounting policies, consistently applied and
supported by reasonable judgments and estimates and all relevant financial reporting standards have been followed.
Proper accounting records have been kept that enable, with reasonable accuracy, the determination of the financial
position of the Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.
Adequate steps have been taken to safeguard the assets of the Group to prevent and detect fraud and other
irregularities.
The Directors hereby approve and authorise for issue the financial statements for the year ended 30 June 2020. They do
not have the power to amend these financial statements after issue.
For and on behalf of the Board:
Trevor Janes - Chairman
26 August 2020
Lorraine Witten - Director
26 August 2020
ANNUAL FINANCIAL STATEMENTS
2627TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020ANNUAL FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2020
NOTES
30 JUNE 2020
$000
30 JUNE 2019
$000
ASSETS
Current Assets
Cash and cash equivalents 12.111,8826,389
Inventories 68301
Trade and other receivables 12.243,71151,037
Tax receivable-160
Advances to associates 12.3305581
Total Current Assets 55,96658,468
Non-Current Assets
Property, plant and equipment 13.194,22992,313
Right of use assets20170,029-
Intangible assets 13.223,82123,909
Investments in associates 16.26531,692
Total Non-Current Assets 288,732117,914
TOTAL ASSETS 344,698176,382
EQUITY
Share capital1437,05435,449
Accumulated losses (1,742)(2,364)
Equity attributable to owners of the parent 35,31233,085
Non-controlling interest in equity1,6141,237
TOTAL EQUITY 36,92634,322
LIABILITIES
Current Liabilities
Trade and other payables 12.427,05039,348
Tax payable461-
Deferred revenue7361344
Borrowings 12.56,1005,185
Lease liability2025,882-
Employee entitlements 12.614,20812,957
Provision for other liabilities and charges13.4294225
Total Current Liabilities 74,35658,059
Non-Current Liabilities
Borrowings 12.580,16379,132
Lease liability20147,600-
Deferred income tax liability 13.33,3404,102
Provisions for other liabilities and charges 13.42,313767
Total Non-Current Liabilities233,41684,001
TOTAL LIABILITIES 307,772142,060
TOTAL EQUITY & LIABILITIES 344,698176,382
The above consolidated Balance Sheet should be read in conjunction with the accompanying notes. Refer to note 20 specifically relating
to the impact of adoption of NZ IFRS 16 Leases.
ANNUAL FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2020
ATTRIBUTABLE TO OWNERS OF
THE COMPANY
NOTESSHARE CAPITALRETAINED EARNINGS/(ACCUM. LOSSES)TOTAL NON-CONTROLLING INTERESTTOTAL EQUITY
$000$000$000$000$000
Balance as at 1 July 2018 as previously reported
28,107(1,295)26,8121,15727,969
Adoption of NZ IFRS 15
-(571)(571)-(571)
Adoption of NZ IFRS 9
-(499)(499)-(499)
Revised balance as at 1 July 2018
28,107(2,365)25,7421,15726,899
Comprehensive income
Profit for the year
-4,0044,0043604,364
Other comprehensive income
-----
Total comprehensive income
-4,0044,0043604,364
Transactions with owners:
Equity settled acquisition
4,000-4,000-4,000
Dividends and dividend reinvestment plan10/14
3,342(4,003)(661)(280)(941)
Balance as at 30 June 2019
35,449(2,364)33,0851,23734,322
Balance as at 1 July 201935,449(2,364)33,0851,23734,322
Adoption of NZ IFRS 16*-765765-765
Revised balance as at 1 July 201935,449(1,599)33,8501,23735,087
Comprehensive income
Profit for the year-2,0152,0154962,511
Other comprehensive income-
----
Total comprehensive income-2,0152,0154962,511
Transactions with owners:
Dividends and dividend reinvestment plan10/141,605(2,158)(553)(119)(672)
Balance as at 30 June 202037,054(1,742)35,3121,61436,926
*See note 20 for details regarding the adoption of new accounting policies.
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
2829TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
ANNUAL FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020
NOTES
30 JUNE 2020
$000
30 JUNE 2019
$000
Cash flows from operating activities
Receipts from customers 344,947354,330
Interest received 63116
Dividends received 218152
Deferred consideration(4,000)-
Payments to suppliers and employees (298,291)(329,045)
Government subsidy received7. g10,723-
Notional finance charge on NZ IFRS 16 leases20(7,947)-
Interest paid (3,652)(3,885)
Income tax paid (1,205)(2,286)
Net cash generated from operating activities 15.140,85619,382
Cash flows used in investing activities
Purchase of business, net of cash acquired17(5)(15,000)
Purchase of property, plant and equipment(13,428)(22,848)
Proceeds from sale of property, plant and equipment6,58413,676
Purchase of intangible assets(2,190)(775)
Advances to associates 275(152)
Net cash used in investing activities (8,764)(25,099)
Cash flows from financing activities
Repayment of borrowings15.2(5,721)(5,834)
Proceeds from borrowings15.22,75016,000
Repayment of lease liability (NZ IFRS 16)15.2(22,956)-
Dividends paid to shareholders / non-controlling interests(672)(941)
Net cash flow (used in) / from financing activities(26,599)9,225
Net increase in cash and cash equivalents5,4933,508
Cash and cash equivalents at beginning of year 6,3892,881
Cash and cash equivalents 30 June11,8826,389
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. GENERAL INFORMATION
1.1. REPORTING ENTITY
The core operations of TIL Logistics Group Limited (“TIL Logistics” or the “Company”) and its subsidiaries (collectively
“the Group”) are in the New Zealand logistics sector. These include general transport, bulk liquids, heavy haulage,
shipping, storage and distribution, freight forwarding, national and international household removals and storage.
The Company is incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and is a FMC
Reporting Entity under part 7 of the Financial Markets Conduct Act 2013. The Company is listed on the NZX Main Board.
The registered office of the Company is at 330 Devon Street East, New Plymouth, New Zealand.
The consolidated financial statements of the Company as at, and for the year ended, 30 June 2020, comprise the
Company and its subsidiaries (refer note 16.1), together referred to as the “Group”.
1.2. BASIS OF PREPARATION
These financial statements have been prepared on a historical cost basis.
The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical accounting
estimates. It also requires Management to exercise its judgement in the process of applying the Group’s accounting
policies. The areas where assumptions and estimates are significant to the consolidated financial statements are
disclosed in note 4.
The consolidated financial statements have been prepared in accordance with the Financial Reporting Act 2013 and the
Companies Act 1993.
The principal accounting policies adopted in the preparation of the financial statements are selected and applied in a
manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby
ensuring that the substance of the underlying transaction and other events is reported. These policies have been
consistently applied to all the periods presented, unless otherwise stated. To ensure consistency with the current period,
comparable figures have been restated where appropiate (refer note 7 and 8 for details regarding reclassifications).
1.3. STATEMENT OF COMPLIANCE
The Group is a for-profit entity. Its financial statements have been prepared in accordance with, and comply with, New
Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand Equivalents to International
Financial Reporting Standards and other applicable Financial Reporting Standards and Authoritive Notices, as appropriate
for for-profit entities. The financial statements comply with International Financial Reporting Standards (IFRS).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1. CONSOLIDATION
a. Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity, and has the ability to affect those returns through
its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the
equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting
from a contingent consideration arrangement and the elimination of any balances arising between the Group and the
acquiree.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously
held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gain or loss arising from
remeasurement is recognised in profit or loss.
3031TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
a. Subsidiaries (continued)
Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition by
acquisition basis, the Group recognises any non-controlling interest in the acquisition either at fair value or at the non-
controlling interest’s proportionate share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the
acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the
identifiable net assets acquired, is recorded as goodwill.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently re-measured to fair value with changes in fair value recognised in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated Statement of
Profit or Loss & Other Comprehensive Income, Statement of Changes in Equity and Balance Sheet respectively.
b. Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a
shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity
method of accounting after initially being recognised at cost. The Group’s investment in associates includes goodwill
identified on acquisition, net of an accumulated impairment loss. The Group’s share of its associates post-acquisition
profits or losses is recognised under ‘Share of (loss) / profit of associates’ in the Statement of Profit or Loss & Other
Comprehensive Income, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative
post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of
losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group
does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s
interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment
of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency
with the policies adopted by the Group.
2.2. FOREIGN CURRENCY TRANSLATION
a. Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The financial statements are presented in
New Zealand dollars (rounded to thousands), which is the functional and the presentation currency of all companies in
the Group.
b. Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
2.3 NEW ACCOUNTING STANDARDS
Except as disclosed below, the accounting policies adopted are consistent with those in the previous financial year and
corresponding interim reporting period. Changes to accounting policies have been made following the adoption of new
and amended standards which came into effect during the period:
• NZ IFRS 16 Leases
The impact of the adoption of this standard and the new accounting policies are disclosed in note 20. There have been
no changes in other accounting standards that would have a material impact on the financial statements.
2.4. STANDARDS ISSUED BUT NOT YET ADOPTED
There are no new standards or amendments to standards and interpretations that are effective for periods beginning on
or after 1 July 2020 that will have a material impact on the consolidated financial statements.
2.5. COVID-19 PANDEMIC
On 11 March 2020 the World Health Organisation declared a global pandemic as a result of the outbreak and spread
of COVID-19. Following this, on Wednesday 25 March 2020, the New Zealand Government raised its Alert Level to 4
(full lockdown of non-essential services) moving down to Alert Level 3 on 27 April 2020, Alert Level 2 on 14 May 2020
and Alert Level 1 on 9 June 2020. During Alert Level 4, the Group’s operations in New Zealand were deemed essential
services and as a result, the Group continued to operate but at a reduced level, due to many of its customers being
deemed non-essential. Post Alert Level 4 operating levels have recovered, however revenue for June 2020 is down on
June 2019. Management are forecasting revenue levels to return to similar levels achieved in FY19 during the FY21 year.
An assessment of the impact of COVID-19 on the Group is set out below:
Balance sheet itemCOVID-19 assessment
Trade receivables
The Group has assessed the provision for expected credit losses to reflect expected
financial difficulties of customers. Management concluded that the relatively short term
nature of the debtors, the financial security of the customer base and the fact that the
receivables payments are being received on a regular basis has meant that the impact on
the expected credit loss model was not significant (refer note 3.1).
Property, plant and
equipment
Plant and equipment are stated at historical cost less depreciation and impairment.
Following recovery of operations, COVID-19 and the resulting economic impacts as
assessed at this reporting period, Management has determined there is no external
indicator of impairment and has therefore conclued no impairment is required.
Goodwill
The Group has considered the impacts of COVID-19 in the assumptions and cash flows
used in the assessment of goodwill impairment testing. As a result of the heightened
uncertainty, probability weighted cash flows were used in determining the recoverable
amount (refer note 13.2). No impairment is required.
Profit or Loss itemCOVID-19 assessment
Government wage subsidy
Several entities under the Group applied for and received the government wage subsidy
(refer note 7).
Lease concessions
The Group applied for and was granted rental concessions from its landlords. As a result
the Group elected to adopt the practical expedient of NZ IFRS 16 and recognised an
immaterial amount in the Statement of Profit or Loss & Other Comprehensive Income as a
reduction to lease expense.
3. FINANCIAL RISK MANAGEMENT
The Group’s principal financial instruments comprise bank loans and overdrafts, cash, trade creditors and accruals and
trade debtors. The main purpose of these financial instruments is to raise and provide working capital for the Group’s
operations.
This note explains the Group’s exposure to financial risks and how these risks affect the Group’s future financial
performance.
RiskExposure arising fromMeasurement
Credit riskCash and cash equivalents and trade receivablesAging analysis & credit ratings
Market risk - interest rateLong term borrowing at variable ratesSensitivity analysis
Liquidity riskBorrowings and other liabilitiesRolling cash flow forecast
The Group’s risk management is carried out by a central treasury department (Group Treasury) under policies approved
by the Board of Directors. Group Treasury identifies, evaluates and manages financial risks in close co-operation with the
Group’s operating units. The Board provides written principles for overall risk management, as well as policies covering
specific areas, such as foreign exchange risk, funding risk, interest rate risk, credit risk and use of derivative financial
instruments and non-derivative financial instruments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3233TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
3.1. CREDIT RISK MANAGEMENT
In the normal course of business the Group incurs credit risk from trade debtors and transactions with financial
institutions. The Group has a credit policy that it uses to manage this risk. As part of this policy limits on exposures with
counter-parties have been set and approved by the Board of Directors and are monitored on a regular basis.
The Group has no significant concentrations of credit risk. The Group does not require any collateral or security to
support financial instruments due to the quality of the financial institutions and trade debtors dealt with. The Group
normally gives 30 or 60 days credit on its trade receivables.
At 30 June the Group’s credit risk exposure is equal to the carrying value of its financial assets.
2020
$000
2019
$000
Trade and other receivables
Trade receivables43,74048,724
Credit loss provision(2,952)(865)
Total trade receivables40,78847,859
Accrued revenue7171,313
Sundry receivables534467
Advances to associates305581
Cash and short term bank deposits
Bank with AA- credit rating11,8826,389
a. Impaired trade receivables
Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The
other receivables are assessed collectively to determine whether there is objective evidence that an impairment has been
incurred but not yet been identified. For these receivables the estimated impairment losses are recognised in a separate
provision for impairment. The Group considers that there is evidence of impairment if any of the following indicators are
present:
• significant financial difficulties of the debtor
• probability that the debtor will enter bankruptcy or financial reorganisation, and
• default or delinquency in payments.
Receivables for which an impairment provision was recognised are written off against the provision when there is no
expectation of recovering additional cash.
Impairment losses are recognised in profit or loss within other expenses. Subsequent recoveries of amounts previously
written off are credited against other expenses.
Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as
follows:
2020
$000
2019
$000
At 1 July865351
Provision for impairment recognised during the year393105
Provision for credit notes to revenue1,770216
NZ IFRS 9: Increase provision for trade receivables-499
Receivables written off during the year as uncollectible(76)(306)
At 30 June 2,952865
3.1 CREDIT RISK MANAGEMENT (CONTINUED)
The table below sets out information about the credit quality of trade receivables net of the expected credit loss
provision:
Current1 -29 days
overdue
30 - 59 days
overdue
60+ days
overdue
Total
$000$000$000$000$000
30 June 2019
Gross carrying amount39,3486,2069162,25448,724
Baseline158142159406865
Specific-----
Total expected credit loss rate0.4%2.3%17.3%18.0%
Credit loss provision158142159406865
30 June 2020
Gross carrying amount36,3062,8382,0322,56443,740
Baseline32267193352934
Specific-7931,225-2,018
Total expected credit loss rate0.9%30.3%70.0%13.7%
Credit loss provision3228601,4183522,952
Critical estimates and judgements
a. Credit loss provision
To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of
days past due. The credit loss provision has been calculated by considering the impact of the following characteristics:
• The baseline loss rate takes into account the write-off history of the Group over a two-year period as a predictor of
future conditions and applies an increasing expected credit loss estimate by trade receivables aging profile.
• Specific credit loss provisions are made based on any specific customer collection issues that are identified.
Collections and payments from our customers are continuously monitored and a credit loss provision is maintained
to cover any specific customer credit losses anticipated (refer b below).
The Group has performed an assessment of credit risk on its customer base taking into consideration the factors below:
• profile of the customer, i.e. corporate or individual customers
• region the customer is based in
• industry the customer operates within
• size and nature of the customer
• and, the Group’s understanding of and experience with the customer
• impact of COVID-19 on our customers
As a result of this assessment, the Group has assessed its baseline provision to $934,000 (2019: $865,000), to reflect the
estimated financial impact of its assessment of the credit risk.
b. Trade Receivables
Within the trade and other receivables balance there is one material disputed amount. The amount recognised in the
receivables balance is, in Management’s view, a reasonably conservative best estimate that is based on the contractual
terms and external legal advice. While there is some uncertainty about the outcome of this matter, the range of
reasonably possible outcomes is not likely to be materially different to what has been recognised in the receivables
balance.
Within the 60+ days gross carrying amount balance there is a material amount previously disputed with one customer
which has been settled subsequent to year end (refer note 22).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3435TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
3.2. INTEREST RATE RISK
The Group’s main interest rate risk arises from long term borrowing with variable rates which exposes the Group to cash
flow interest rate risk. The Group adopts a policy of ensuring that some of its exposure to changes in interest rates on
borrowings is on a fixed rate basis by entering into interest rate swaps.
The table below summarises the Group’s current interest rate swaps:
Date effectiveFace valueMaturity dateInterest rate paid
8 July 201920,000,0008 July 20241.59% p.a.
The Group does not hedge account so all market adjustments are recognised in the Statement of Profit or Loss & Other
Comprehensive Income.
Sensitivity analysis
The effect of a 1% increase or decrease in the floating interest rates for the Group would be a decrease/increase in profit
and equity of $663,000 (2019: $847,000).
3.3. LIQUIDITY RISK
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate
amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group maintains
flexibility in funding through having flexible funding lines available to them. Management monitors rolling forecasts of
the Group’s liquidity reserve, which comprises its undrawn borrowing facility and cash and cash equivalents (note 12.1) on
the basis of expected cash flows.
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
2020
$000
2019
$000
Expiring within one year (bank overdraft)10,0005,000
Expiring beyond one year (bank loans)-2,750
Total10,0007,750
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal
their carrying balances or the impact of discounting is not significant.
Less than 1
year
Between 1
and
2 years
Between 2
and
5 years
Beyond 5
years
Total
contractual
cash flows
Carrying
amount
(assets)/
liabilities
$000$000$000$000$000$000
2019
Borrowings8,88779,3321,498-89,71784,317
Lease liabilities------
Trade and other payables39,348---39,34839,348
Employee entitlements12,957---12,95712,957
Contingent consideration225---225225
Total 61,41779,3321,498-142,247136,847
2020
Borrowings9,15078,6523,025-90,82786,263
Lease liabilities33,17930,28766,55486,556216,576173,482
Trade and other payables27,050---27,05027,050
Employee entitlements
14,208---14,20814,208
Total83,587108,93969,57986,556348,661301,003
3.3. LIQUIDITY RISK (CONTINUED)
The Group provides guarantees, these are detailed in note 18.
3.4. CAPITAL MANAGEMENT
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they
can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal structure
to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio and leverage ratio. The Group’s respective ratios at 30 June
2020 were as follows:
2020
$000
2019
$000
Bank borrowings86,26384,317
Less: cash and cash equivalents(11,882)(6,389)
Net debt (excluding lease liabilities)74,38177,928
Equity36,92634,322
Gearing ratio66.8%69.4%
2020
$000
2019
$000
Bank borrowings
86,26384,317
Less: cash and cash equivalents
(11,882)(6,389)
Net debt (excluding lease liabilities)
74,38177,928
Profit before interest, tax, depreciation and amortisation
1
26,51228,001
Leverage ratio
2.81:12.78:1
1
Calculated on pre-NZ IFRS 16 basis, excluding significant items as per bank covenant definitions (refer note 5).
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
a. Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating
units have been determined based on value-in-use calculations. These calculations require the use of estimates. Refer to
note 13.2 for further details.
b. Working capital
The Group has a negative working capital balance. Management note the impact of the current lease liability on the
current liability balance and consider that there are assets available to meet the Group’s liabilities as they fall due. Given
the liability profile, aspects of the balances presented as current liabilities will be funded by the ongoing future activities
of the business.
c. Trade receivables
Due to a customer dispute Management have had to make some judgements regarding collectibility (refer note 3.1).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3637TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
5. RECONCILIATION TO GAAP MEASURE
The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“GAAP”) and
comply with International Financial Reporting Standards (“IFRS”).
These financial statements include non-GAAP financial measures that are not prepared in accordance with IFRS. The non-
GAAP financial measures used in this presentation are as follows:
• EBITDA (a non-GAAP measure) represents profit before income taxes (a GAAP measure), excluding interest
income, interest expense, depreciation and amortisation, share of loss of associates, bargain on acquisition,
impairment of investment in associates, deferred consideration and advisor costs as reported in the financial
statements.
• EBIT (a non-GAAP measure) represents profit before income taxes (a GAAP measure), excluding interest
income, interest expense, share of loss of associates, bargain on acquisition, impairment of investment in associates,
deferred consideration and advisor costs as reported in the financial statements.
• Pre-NZ IFRS 16 adjusted EBIT and EBITDA represents adjusted non-GAAP measures presented as if NZ IFRS 16 had
not been adopted and the results were still prepared under NZ IAS 17. This allows comparability between the
results for the two periods.
The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding
of the financial performance and position of the Group as they are used internally to evaluate the performance of
business units and to establish operational goals. They should not be viewed in isolation, nor considered as a subsitute
for measures reported in accordance with IFRS. Non-GAAP measures as reported by the Group may not be comparable
to similarly titled amounts reported by other companies.
The following is a reconciliation between these non-GAAP measures and net profit after tax:
Reconciliation to GAAP measure 12 months to
June 2020
$000
12 months to
June 2019
$000
Profit Before Income Tax (GAAP measure)3,4957,390
Add back:
Share of loss of associates 86361
Finance costs / (interest income)11,8244,040
Impairment of investment in associates440-
Bargain on acquisition(1,106)-
Depreciation & amortisation 42,90213,610
Deferred consideration and advisor costs expensed (225)2,600
EBITDA (non-GAAP measure) 57,41628,001
NZ IFRS 16 adjustments (refer note 20)(30,904)-
Pre-NZ IFRS 16 adjusted EBITDA (non-GAAP measure) 26,51228,001
5. RECONCILIATION TO GAAP MEASURE (CONTINUED)
Reconciliation to GAAP measure 12 months to
June 2020
$000
12 months to
June 2019
$000
Profit Before Income Tax (GAAP Measure)3,4957,390
Add back:
Share of loss of associates 86361
Finance costs (net)11,8244,040
Impairment of investment in associates440-
Bargain on acquisition(1,106)-
Deferred consideration and advisor costs expensed(225)2,600
EBIT (non-GAAP measure) 14,51414,391
NZ IFRS 16 adjustments (refer note 20)(2,444)-
Pre-NZ IFRS 16 adjusted EBIT (non-GAAP measure)12,07014,391
6. SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision
Maker (CODM). The CODM is responsible for allocating resources and assessing performance of the operating segments.
The Group has made the decision that the thirteen operating segments that form part of the reporting to the Group CEO
can be aggregated into six reporting segments. Reportable segments have been determined by having regard to the
nature of the services, the processes the various business units undertake to service customers, the type of customers
serviced, and the nature of the distribution channels.
In addition to GAAP measures, the Group CEO also uses non-GAAP measures (EBITDA, EBIT and Pre-NZ IFRS 16 EBITDA
and EBIT) to assess the commercial performance of the segments (refer note 5). The revised reportable operating
segments have been determined as:
INTERNATIONAL
This segment includes international freight forwarding and shipping agency services across a broad range of industries.
SPECIALIST
This segment provides transport and lifting solutions for oversized and large items. They also carry out specialist moving
jobs.
FREIGHTING
This segment provides nationwide general freight transport services with regional strength. It is able to transport a wide
range of freight types.
WAREHOUSING & LOGISTICS
This segment specialises in warehousing and supply chain capabilities which enable comprehensive supply chain
solutions to customers.
BULK LIQUIDS
This segment includes the service for delivery of various bulk liquid goods.
CORPORATE
This segment includes our corporate services function.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3839TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
6. SEGMENT INFORMATION (CONTINUED)
The segment information for the year ended 30 June is as follows:
InternationalSpecialistFreightingWarehousing
& Logistics
Bulk LiquidsCorporate Total
$000$000$000$000$000$000$000
Year ended 30 June 2019 (re-stated)
1
Total segment revenue 7,41613,487185,11878,83883,221-368,080
Inter-segment revenue -(346)(5,370)(2,660)(5,110)-(13,486)
Revenue from external customers 7,41613,141179,74876,17878,111-354,594
EBITDA1,5492,6469,9067,4048,253(1,757)28,001
Depreciation - tangible assets931,3975,5492,3301,72219011,281
Amortisation - intangible assets68-341,847-3802,329
EBIT1,3881,2494,3233,2276,531(2,327)14,391
Assets6,04424,99051,42362,31018,76412,851176,382
Liabilities4,3102,81121,28014,32311,27988,057142,060
Capital expenditure including
intangibles
2334719,6586,8026,21177724,152
Year ended 30 June 2020
Total segment revenue 8,97618,722168,17673,55678,798-348,228
Inter-segment revenue (4)(312)(6,949)(2,245)(4,907)-(14,417)
Revenue from external customers 8,97218,410161,22771,31173,891-333,811
EBITDA2,5635,36416,93321,52313,919(2,886)57,416
Pre-NZ IFRS 16 EBITDA2,4464,6116,6387,8547,971(3,008)26,512
Depreciation - tangible assets1071,9595,6592,6331,58124512,184
Depreciation - ROU assets1177189,25112,8615,41210128,460
Depreciation - intangible assets190291,851-3592,258
EBIT2,3192,6871,9944,1796,926(3,591)14,514
Pre-NZ IFRS 16 EBIT2,3202,6519503,3716,390(3,612)12,070
Assets7,94725,932143,200110,95742,18014,482344,698
Liabilities4,1733,902104,78377,25633,07884,580307,772
Capital expenditure including
intangibles
5012,3425,9833,0482,5782,71317,165
1 Management note, consistent with interim disclosures, there has been changes to the operational companies that sit under each segment as a result of the restructure
of NZL Group Limited which now has the Freighting component under the Freighting segment (previously Warehousing and Logistics).
Interest income and expense are not allocated to segments, as this type of activity is driven by the central treasury function,
which manages the cash position of the Group.
Sales between segments are eliminated on consolidation. The amounts provided to the CODM with respect to segment
revenue are measured in a manner consistent with that of the financial statements.
Revenues of approximately $43,800,000 (2019: $47,600,000) are derived from a single external customer which exceeds
10% or more of our entity’s revenue. These revenues are attributed to the Bulk Liquid segment.
7. REVENUE & OTHER SOURCES OF INCOME
Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary
course of the Group’s activities. Revenue is shown net of GST, rebates and after eliminating sales within the Group.
a. Sale of services
Freight Services
The Group performs transportation services. Revenue is recognised over the time of delivery, being from the time of
acceptance of the goods to delivery to the final destination.
Warehousing Services
The logistics function provides warehousing and storage services. Revenue from providing these services is recognised
in the accounting period in which the services are rendered. Some contracts include multiple deliverables. However,
these are easily identifiable and are accounted for as separate performance obligations.
Trading Services
The Group performs freight forwarding and shipping agency services. Revenue is recognised over the time of delivery,
being from the time of acceptance of the job to completion of the shipment. Revenue is recognised on a net basis
after disbursements as the Group are acting as an agent for the customer. During the previous financial year the Group
performed services for trading customers where by the Group was acting as an agent and revenue received and costs
incurred should have been reported on a net basis but were shown on a gross basis. As a result comparables have been
reclassified to align with current year treatment amounting to $0.5 million.
For fixed priced contracts, revenue is recognised based on the actual service provided to the end of the reporting period
as a proportion of the total services to be provided. This is because the customer receives and uses the benefits of the
service simultaneously.
Customers are invoiced on a daily, weekly or monthly basis and consideration is payable when invoiced. There are no
significant financing arrangements for any of the Group’s revenue streams. The Group does not offer any refunds or
warranties.
The Group derives the following types of revenue:
2020
$000
2019
$000
Freight277,881302,139
Warehousing45,80944,046
Trading10,1218,409
Total Revenue333,811354,594
Timing of revenue recognition
June 2020June 2019
$000$000
Over time
333,811354,594
At a point in time
--
Total Revenue
333,811354,594
b. Interest income
Interest income is recognised on a time-proportion basis using the effective interest method.
c. Dividend income
Dividend income is recognised when the right to receive payment is established.
d. Lease income
Lease income from operating leases where the Group is a lessor is recognised as rental income on a straight-line basis
over the lease term.
e. Bargain on acquisition
A bargain on acquisition was recognised relating to the acquisition of ATL Limited (refer note 17) due to the
consideration being less than fair value of assets acquired.
f. Financing component
The Group does not expect to have any contracts where the period between the transfer of the promised service to the
customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the
transaction prices for the time value of money.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4041TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
7. REVENUE & OTHER SOURCES OF INCOME (CONTINUED)
g. Contract liability
The Group recognises a contract liability (deferred revenue) when the Group has received consideration for performance
obligations yet to be fulfilled. The opening balance has been recognised in revenue in the current year. In the current
year, there was $344,000 of revenue recognised relating to contract liabilities at the prior year end. The average timing
of satisfaction of performance obligation in relation to the payment of the contract liability is between 1 and 5 days.
Management expects that 100% of the transaction price allocated to unsatisfied performance obligations as of 30 June
2020 will be recognised as revenue during the next reporting period ($361,000).
h. Government grants
Grants from the Government are recognised at their fair value where there is reasonable assurance that the grant will be
received, and the Group will comply with the attached conditions.
COVID-19 wage subsidy grants of $10,723,000 (2019:$0) are included in the ‘other income’ line item. There are no
unfulfilled conditions or other contingencies attached to these grants. The Group did not benefit directly from any other
forms of government assistance. Government grants relating to income are deferred and recognised in profit or loss over
the period necessary to match them with the conditions that they are intended to compensate and were recognised over
a 12 week period from application for the subsidy.
8. OPERATING EXPENSES BY NATURE
2020
$000
2019
$000
Transport costs
1
132,718147,742
Employee costs (note 8.1)125,309125,481
Property lease expenses1,12918,858
Operation lease expenses3,98515,027
Trading and warehousing expenses6,0025,658
Communications4,8924,081
Occupancy costs6,1185,054
Travel and accommodation
2
2,7913,873
Bad debts393105
Foreign exchange loss379
Remuneration paid to principal auditors (PwC)
Assurance services
Audit and review of financial statements, including associated disbursements353300
Non-assurance services
Other advisory services related to remuneration benchmarking and executive
compensation
1959
Donations2017
Directors fees 398417
Depreciation and amortisation42,90213,610
Impairment of investment in associates440-
Net change in contingent consideration and advisor costs
3
(225)2,600
Other expenses5,3295,374
Total operating expenses332,610348,265
1
Includes costs relating to transportation including road user charges (RUC), fuel, tyres, repairs and maintenance, owner driver and subcontractor costs.
2
Previously the Group classified travel and accomodation costs within other expenses. In the current year these expenses have been disclosed separately as a
material grouping of expenses. Comparables have been reclassified to align with this treatment amounting to $3.8 million.
3
The net change in contingent consideration and advisor costs in 2019 is the result of the final determination of the amount payable relating to the MOVE Logistics
business acquired in June 2017.
8.1. EMPLOYEE COSTS
a. Superannuation benefits
The Group operates a defined contribution superannuation scheme. The scheme is funded through employee and Group
contributions to a trustee-administered fund. The Group has no further payment obligations once contributions have
been paid. Contributions are recognised as an employee benefits expense when they are due.
TIL Freighting Limited has a historic defined contribution company superannuation scheme that has been operating for a
number of years. The Company has contribution rates from 4% - 10%.
Members contribute a minimum of 4% of their salary/wage and can go as high as 15%. The Company contributions are
vested to the member at the rate of 20% per year of service with the Company i.e. 100% after five years of service.
b. Other employee benefits
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave are expected to be
settled within 12 months. They are measured at the amounts expected to be paid when the liabilities are settled.
c. Long service leave
The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the
end of the period in which the employees render the related service. They are therefore measured at the present value
of expected future payments to be made in respect of services provided by employees up to the end of the reporting
period. Consideration is given to expected future wage and salary levels, experience of employee departures and periods
of service. Expected future payments are discounted using market yields at the end of the reporting period of high-
quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows.
Re-measurement as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or
loss.
d. Profit-sharing and bonus plans
The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into
consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises a
provision where contractually obliged or where there is a past practice that has created a constructive obligation.
2020
$000
2019
$000
Wages, salaries & leave costs118,043118,993
Superannuation fund contributions2,8062,755
Other employee related costs4,4603,733
Total125,309125,481
9. INCOME TAX EXPENSE
The tax expense for the year comprised current and deferred tax. Tax is recognised in the profit or loss component
of the Statement of Profit or Loss & Other Comprehensive Income except to the extent that it relates to items
recognised directly in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or equity respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance
sheet date in the countries where the Company and its subsidiaries operate and generate taxable income.
2020
$000
2019
$000
Current tax on profit for the year(1,760)(2,337)
Adjustments in respect to prior years(46)(58)
Deferred tax822(631)
(984)(3,026)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4243TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
9. INCOME TAX EXPENSE (CONTINUED)
The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense
in the financial statements as follows:
2020
$000
2019
$000
Profit before income tax3,4957,390
Add back:
Contingent consideration(225)-
Impairment of investment in associates440-
Share of loss of associates86361
Bargain on acquisition(1,106)-
2,6907,751
Prima facie tax (payable) at 28%(753)(2,170)
Tax effects of:
Income not subject to tax-20
Timing differences not in deferred tax-(9)
Expenses not deductible(185)(809)
Prior year adjustment(46)(58)
Income tax expense(984)(3,026)
Imputation credits
2020
$000
2019
$000
Imputation credits available for use in subsequent periods5,0284,977
10. DIVIDENDS PAID AND PROPOSED
Dividends to the company shareholders are recognised in the Group’s financial statements in the period in which the
dividends are declared.
2020
$000
2019
$000
Recognised Amounts
Final fully imputed dividend for 2019: 2.5 cents (2018: 2.3 cents)2,1591,874
Interim fully imputed dividend for 2020: 0.0 cents (2019: 2.5 cents)-2,129
Dividends not recognised at the end of the reporting period
Since year end the Directors have recommended that no final dividend per fully
paid ordinary share be paid (2019: 2.5 cents).
-2,159
The company operates a Dividend Reinvestment Plan (refer note 14).
11. EARNINGS PER SHARE
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is computed based
on the weighted average number of ordinary shares outstanding during the period. Diluted EPS is computed based on
the weighted average number of ordinary shares plus the effect of dilutive potential ordinary shares outstanding during
the period.
12 months to 30
June 2020
12 months to 30
June 2019
$000$000
Profit attributable to the owners for the year 2,0154,004
Weighted average number of shares87,363,35284,328,648
CentsCents
Basic & diluted earnings per share 2.314.75
12. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The Group classifies its financial assets at amortised cost. The classification depends on the purpose for which the
financial assets are held. Management determines the classification of its financial assets at initial recognition.
Financial assets are included in current assets, except for those with maturities greater than 12 months after the reporting
date which are classified as non-current assets. The Group’s financial assets comprise ‘Trade and other receivables’, ‘Cash
and cash equivalents’ and ‘Advances to associates’ in the Balance Sheet. Financial assets that are stated at amortised
cost are reviewed individually at balance date to determine whether there is objective evidence of impairment. Any
impairment losses are recognised in profit or loss in the statement of comprehensive income.
This note provides information about the Group’s financial instruments, including:
• An overview of all financial instruments held by the Group
• Specific information about each type of financial instrument
• Information about determining the fair value of the instruments, including judgements and estimations of
uncertainty involved.
The Group holds the following financial instruments:
AMORTISED COST
Financial AssetsNotes
2020
$000
2019
$000
Cash and cash equivalents
12.1
11,8826,389
Trade and other receivables
1
12.2
42,03949,639
Advances to associates
12.3
305581
Total54,22656,609
1
excluding prepayments
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4445TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
12. FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONTINUED)
FINANCIAL LIABILITIES AT AMORTISED COST
Financial LiabilitiesNotes
2020
$000
2019
$000
Trade Payables
1
12.4
26,03137,687
Borrowings
12.5
86,26384,317
Employee entitlements
12.6
14,20812,957
Contingent consideration-225
Total126,502135,186
1
excluding non-financial liabilities
The Group’s exposure to various risks associated with the financial instruments is discussed in note 3. The maximum
exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets
mentioned above, other than for trade and other receivables where the maximum credit risk is the balance before
impairment, being $44,991,000 (2019: $50,504,000).
12.1. CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, deposits held on call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the Balance Sheet.
Cash and cash equivalents include the following for the purpose of the cash flow statement:
2020
$000
2019
$000
Cash11,8826,389
Bank overdrafts (undrawn, refer note 3.3)--
Total11,8826,389
12.2. TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method less provision for expected credit loss.
The Group assesses on a forward looking basis the expected credit losses associated with trade receivables carried at
amortised cost. The Group applies the simplified approach permitted by NZ IFRS 9, which requires expected lifetime
losses to be recognised from initial recognition of the receivables. Impairment of trade receivables is recognised in profit
or loss.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation,
and default or delinquency in payments are considered indicators that the trade receivable has been impaired. The
amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated
future cash flows, discounted at the original effective interest rate.
2020
$000
2019
$000
Trade receivables43,64248,439
Trade receivables related parties 98285
Less expected credit loss (refer note 3.1(a))(2,952)(865)
Net trade receivables40,78847,859
Accrued revenue7171,313
Sundry receivables534467
Financial assets at amortised cost42,03949,639
Prepayments1,6721,398
Total trade and other receivables43,71151,037
Trade receivables are generally due for settlement within 30 to 60 days.
12.3. ADVANCES TO ASSOCIATES
2020
$000
2019
$000
ATL Limited-275
TNL International Australia Pty Limited-3
Eamonn Stephen Farrell
1
8886
UNITE Logistics Limited
2
217217
Total305581
1 The advance to Eamonn Stephen Farrell is interest bearing and was repaid on 10 July 2020 (refer note 22).
2 The advance with UNITE Logistics Limited is due on demand and is non-interest bearing.
12.4. TRADE AND OTHER PAYABLES
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
2020
$000
2019
$000
Trade payables16,85123,571
Trade payables related parties181762
GST payable1,0191,661
Lease incentive121190
Accrued expenses8,87813,164
Total27,05039,348
Trade payables are unsecured and are usually paid within 30 to 60 days of recognition.
12.5. BORROWINGS
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost using the effective interest method. Any borrowings are classified as current liabilities unless the Group
has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Borrowing costs are expensed as incurred, unless they relate to the acquisition, construction or production of a qualifying
asset in which case the borrowing costs are capitalised.
The facility includes a revolving committed cash facility of $75 million, an overdraft facility of $10 million, a term loan of
$6.9 million and a bank guarantee facility of $7.4 million (refer note 3.3).
30 June
2020
$000
30 June
2019
$000
Non-Current
Secured loan ASB 76,48878,996
Secured loan Mainland Capital / De Lage Landen64136
Secured loan Toyota Finance3,611-
80,16379,132
Current
Secured loan ASB 5,2595,113
Secured loan Mainland Capital / De Lage Landen7272
Secured loan Toyota Finance769-
6,1005,185
Total86,26384,317
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4647TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
12.5. BORROWINGS (CONTINUED)
The ASB Bank Limited facilities are secured by way of a first ranking general security over the Group’s assets and
undertakings.
Toyota Finance Limited holds a registered security over the motor vehicles that relate to the assets used as security for
the ATL Limited acquisition (refer note 17).
As at 30 June 2020 the Group had total borrowings of $86.3m (2019: $84.3m). On 12 November 2019 the term of the
ASB Bank Limited (ASB) secured loan was extended to 6 December 2021.
The Group is required to comply with a number of financial covenants and undertakings under the Senior Facility
Agreement with ASB, including an Interest Cover Ratio of greater than 3.00x, a Debt Service Cover Ratio of greater
than 1.20x and Leverage Ratio of less than 3.5x.
The Group expected it would breach some of these covenants at 31 December 2019 and as a result the Group obtained
a waiver from ASB prior to the expected breaches.
On 28 February 2020 the Group agreed an amendment with ASB to reset its financial covenants. This amendment
indicates the continued support of the Group’s banking partner, ASB.
The reset covenants are as follows:
• Leverage Ratio of <4.0x for 31 March 2020 and then increasing back to <3.50x thereafter
• Interest Cover Ratio of >1.75x for 31 March 2020 and 30 June 2020; increasing to >2.25x for 30 September 2020
and >3.00x thereafter
• Debt Service Cover Ratio >0.75x for 31 March 2020, 30 June 2020 and 30 September 2020, increasing to >1.00x
for 31 December 2020 and then back to >1.20x thereafter
• A new undertaking that Operating Lease Commitments in relation to fleet and equipment are capped at $70m
The Group has fully complied with the reset facility covenants and undertakings to 30 June 2020.
The recent trading performance and current outlook for the Group is supported by industry forecasts, albeit with some
risk of short-term softening in demand. These factors are reflected in the Group’s covenant compliance forecasts. Based
on these forecasts the Group is expected to comply with the financial covenants for at least the next 12 months, with
higher headroom than had been forecast at the time of the latest half year financial statements, and there is sufficient
headroom to allow for reasonable variability in actual performance during this period. Accordingly the consolidated
financial statements are prepared on a going concern basis.
The COVID-19 pandemic presents on-going uncertainties to the general economic environment and if those impacts are
significantly more severe than currently expected by economic and industry forecasts then this may increase the risk of
complying with the financial covenants.
12.6 EMPLOYEE ENTITLEMENTS
2020
$000
2019
$000
Leave provision8,3438,320
Salary and wage accruals5,8654,637
Total14,20812,957
12.7 RECOGNISED FAIR VALUE MEASUREMENTS
This section explains the judgement and estimates made in determining the fair values of the financial instruments that
are recognised and measured at fair value in the financial statements.
Level 1Level 2Level 3Total
$000$000$000$000
Recurring fair value measurements
At 30 June 2019
Contingent consideration--(225)(225)
At 30 June 2020
Contingent consideration----
12.7 RECOGNISED FAIR VALUE MEASUREMENTS (CONTINUED)
The following table presents the changes in level 3 items for the year ended 30 June 2020:
Contingent
consideration
$000
Opening balance 1 July 2018(2,192)
Amounts reclassified to payables3,500
(Losses) recognised in other expenses(1,533)
Closing balance 30 June 2019(225)
Opening balance 1 July 2019(225)
Unused amounts reversed225
Closing balance 30 June 2020-
13. NON-FINANCIAL ASSETS AND LIABILITIES
This note provides information about the Group’s non-financial assets and liabilities, including specific information about
each type of non-financial asset and non-financial liability:
• Property, plant and equipment (note 13.1)
• Intangible assets (note 13.2)
• Deferred tax balances (note 13.3)
• Provisions for other liabilities and charges (note 13.4)
Impairment of non-financial assets
Goodwill, indefinite-life intangible assets and intangible assets that are not yet ready for use are tested annually for
impairment. Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount exceeds its recoverable amount. The recoverable amount is
the higher of an asset’s fair value less costs to dispose and value in use. For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-
financial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at
each reporting date.
13.1. PROPERTY, PLANT AND EQUIPMENT
All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance
are charged to profit or loss during the financial period in which they are incurred.
Depreciation on assets is calculated using the diminishing value (DV) or straight-line (SL) method. From 1 July 2019
depreciation on all assets aquired is calculated using the SL method.
Years
Depreciation
rate
Method
Plant and equipment - leasehold improvements1 - 162.5% - 50%SL/DV
Motor vehicles - trucks 0.5 - 14-SL
Motor vehicles - trailers0.5 - 18 -SL
Plant and equipment 1 - 307.5% - 67%SL/DV
Motor vehicles - other1 - 2513% - 30%SL/DV
Office equipment 1.5 - 148% - 67%SL/DV
Furniture and fittings0.5 - 144% - 67%SL/DV
Leased assets1 - 12 -SL
Land and buildings0% - 30%DV
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4849TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
13.1. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
The assets’ useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised
within ‘Gains on disposal of assets’ in the Statement of Profit or Loss & Other Comprehensive Income.
Land and
buildings
Motor
vehicles
Office
equipment
and F&F
Plant and
equipment
Work in
progress
Total
$000$000$000$000$000$000
At 1 July 2018
Cost 404139,6103,47614,0812,768160,339
Accumulated depreciation(249)(74,990)(2,328)(8,156)-(85,723)
Net book amount15564,6201,1485,9252,76874,616
Year ended 30 June 2019
Additions1993,2716441,40417,85923,377
Acquisition of subsidiaries-15,410233,746-19,179
Disposals-(4,797)(9)(161)(7,761)(12,728)
Transfers-9,0991971,919(12,065)(850)
Depreciation charge(10)(9,222)(531)(1,518)-(11,281)
Closing net book amount34478,3811,47211,31580192,313
At 1 July 2019
Cost604156,1384,27820,727801182,548
Accumulated depreciation(260)(77,757)(2,806)(9,412)-(90,235)
Net book amount34478,3811,47211,31580192,313
Year ended 30 June 2020
Additions-4,3395661,1218,94814,974
Acquisition of subsidiaries-5,0087361-5,142
Disposals(23)(1,497)(1)(101)(4,394)(6,016)
Transfers-1,97261,004(2,982)-
Depreciation charge(10)(9,510)(591)(2,073)-(12,184)
Closing net book amount31178,6931,52511,3272,37394,229
At 30 June 2020
Cost580163,3834,91822,8792,373194,133
Accumulated depreciation(269)(84,690)(3,393)(11,552)-(99,904)
Closing net book amount31178,6931,52511,3272,37394,229
13.2 INTANGIBLE ASSETS
a. Goodwill
Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the
acquiree, and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the
Group’s share of the identifiable net assets acquired. Goodwill on acquisitions of subsidiaries is included in ‘Intangible
assets’ in the Balance Sheet. Goodwill on acquisitions of associates is included in ‘Investments in associates’ in the
balance sheet and is tested for impairment as part of the overall balance. Separately recognised goodwill is tested
annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not
reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or groups of cash-generating units that are expected to benefit from the business combination on
which the goodwill arose.
b. Computer software
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the
specific software. These costs are amortised, using the diminishing value method at a rate of 48% and recognised in the
profit or loss. Costs associated with maintaining computer software programmes are recognised as an expense when
incurred.
c. Customer contracts and lists
Acquired customer contracts and lists are recognised at their fair value at the date of acquisition and are subsequently
amortised on a straight-line basis over six years. Amortisation expense is recognised in the profit or loss.
Goodwill
Computer
software
Work in
progress
Customer
lists
Total
$000$000$000$000$000
At 1 July 2018
Cost
15,0202,151-10,13227,303
Accum. amortisation and impairment-(854)-(1,836)(2,690)
Net book amount
15,0201,297-8,29624,613
Year ended 30 June 2019
Additions
-775--775
Transfers
-850--850
Amortisation/impairment charge
-(676)-(1,653)(2,329)
Closing net book amount
15,0202,246-6,64323,909
At 1 July 2019
Cost
15,0203,776-10,13228,928
Accum. amortisation and impairment
-(1,530)-(3,489)(5,019)
Net book amount
15,0202,246-6,64323,909
Year ended 30 June 2020
Additions
-312,160-2,191
Disposals
--(21)-(21)
Transfers
-(31)31--
Amortisation/impairment charge
-(652)-(1,606)(2,258)
Closing net book amount
15,0201,5942,1705,03723,821
At 30 June 2020
Cost
15,0203,7772,17010,13231,099
Accum. amortisation and impairment
-(2,183)-(5,095)(7,278)
Closing net book amount
15,0201,5942,1705,03723,821
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5051TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
13.2 INTANGIBLE ASSETS (CONTINUED)
The Group has classified its goodwill into the following cash-generating units (CGUs):
2020
$000
2019
$000
TIL Freighting Limited1,0271,027
Alpha Customs Limited776776
MOVE Logistics Limited12,49212,492
TNL International Limited170170
McAuley’s Transport Limited555555
Total15,02015,020
The Group tests goodwill for impairment using value in use calculations with cash flow projections based on a five-
year period. In response to current challenges faced when forecasting future cash flows, Management has prepared
an upside, downside and base scenario for each CGU. Each of these include the three years of Board approved cash
flow projections with cashflows beyond this extrapolated using the assumptions as noted below. The final value in
use calculations for each CGU apply an assessed probability weighting to the three scenarios. The current probability
weighting approach is a change from previous impairment tests which used a single forecast.
Management exercises judgement in confirming the carrying value of goodwill, considering a wide range of inputs
including the state of the industry and market movements. While Management has concluded that there are no
impairments for any of the CGUs at 30 June 2020, a reasonably possible change in key assumptions in the value in use
calculations could cause an impairment in the TIL Freighting Limited and McAuley’s Transport Limited CGUs. In addition
to these CGUs, the MOVE Logistics Limited CGU has a significant goodwill balance.
The key assumptions for the value in use calculations of these three CGUs are summarised below:
Discount
rate post-
tax
Discount
rate pre-tax
Terminal
growth rate
Revenue
growth rate
year 1*
Revenue
growth rate
year 2*
Revenue
growth rate
year 3 - 5*
30 June 2019
MOVE Logistics Limited9.2%11.3%2.0%0.4%2.0%2.0%
TIL Freighting Limited9.2%11.3%2.0%3.6%3.5%2.0%
McAuley’s Transport Limited11.3%13.5%2.0%7.0%2.0%2.0%
30 June 2020
MOVE Logistics Limited9.1%10.2%1.7%2.1%3.0%1.9% - 2.0%
TIL Freighting Limited9.5%11.0%1.7%0.6%7.6%0.0% - 5.2%
McAuley’s Transport Limited11.6%15.0%1.7%(5.5%)8.4%2.0% - 7.0%
*Probability weighted
The discount rate represents the current market assessment of the risks specific to the CGU considering the time value
of money and individual risk of the underlying assets. The discount rate is calculated based on the specific circumstances
of the CGU and its operations and is derived from its weighted average cost of capital (WACC). The Group engaged an
independent third party to assess the post-tax weighted average cost of capital for each of the CGUs. These post-tax
discount rates were applied to post-tax cash flows.
The long-term growth rate is based on growth in GDP, market conditions and opportunities for growth within the
industry and is in line with the mid-point between long term GDP predictions and inflation (as measured by the consumer
price index).
The right of use assets have been included in the carrying amount of net operating assets that have been tested for
impairment for each of the CGUs.
Future revenue projections are based on assumed growth in sales as a result of a renewed sales structure and focus to
deliver on opportunities for growth of existing customers as well as expected pipeline new customers to come on board
during the year in both the MOVE Logistics Limited and the TIL Freighting Limited CGUs. Management have confidence
in the strategy to achieve this given the opportunities both internally and within the market and the appointment of a
new role of Executive GM Sales and Marketing in TIL Freighting Limited to assist with this growth.
13.2 INTANGIBLE ASSETS (CONTINUED)
Based on the probability weighted value in use calculations, the recoverable amounts of the CGUs exceed their carrying
value at 30 June 2020 by the following amounts:
• TIL Freighting Limited CGU: $12.7m
• McAuley’s Transport Limited CGU: $0.4m
• MOVE Logistics Limited CGU: $43.8m
In respect of the MOVE Logistics Limited CGU any reasonable possible change in the key assumptions used in the
calculation would not cause the carrying value to exceed its recoverable amount.
In respect of the TIL Freighting Limited CGU the relevant changes to key assumptions (with all other assumptions
remaining constant) which would result in reducing the recoverable amount to equal its carrying value are as follows:
• Terminal growth rate 358 basis point reduction to (1.58%)
• Post tax discount rate 174 basis point increase to 11.24%
• Annual sales growth 31 basis point reduction to 2.98%
In respect to McAuley’s Transport Limited CGU the relevant changes to key assumptions (with all other assumptions
remaining constant) which would result in reducing the recovable amount to equal it’s carrying value are as follows:
• Terminal growth rate 84 basis point reduction to 0.86%
• Post tax discount rate 54 basis point increase to 12.14%
• Annual sales growth 17 basis point reduction to 2.63%
Management has concluded that the goodwill balances at 30 June 2020 are not impaired (either using the probability
weighted case or any of the individual scenarios), although they will continue to monitor the position closely for any
evidence that the goodwill has become impaired.
13.3. DEFERRED INCOME TAX
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income
tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income
tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is
settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle
the balances on a net basis.
Temporary differences arise from the following:
Deferred tax assets/(liabilities)
Opening
balance
Recognised in
profit or loss
Acquisition of
subsidiaries
Closing
balance
$000$000$000$000
2019
Property, plant and equipment(5,937)(591)-(6,528)
Provisions and accruals2,466(40)-2,426
Total deferred income tax(3,471)(631)-(4,102)
2020
Property, plant and equipment(6,528)(778)(355)(7,661)
Right of use assets / lease liability-967-967
Provisions and accruals2,426633393,098
Carry forward losses--256256
Total deferred income tax(4,102)822(60)(3,340)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5253TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
13.4. PROVISIONS FOR OTHER LIABILITIES AND CHARGES
Provisions for make good obligations are recognised when the Group has a present legal or constructive obligation as a
result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount
can be reliably estimated.
Provisions are measured at the present value of Management’s best estimate of the expenditure required to settle the
present obligations at the end of the reporting period.
Make good
lease provision
Contingent
consideration
for business
combination
Legal claim
provision
Total
$000$000$000$000
At 1 July 20187862,192-2,978
Additional provisions511,533-1,584
Released to profit or loss(70)(3,500)-(3,570)
At 30 June 2019767225-992
At 1 July 2019767225-992
Additional provisions1,581-2941,875
Released to profit or loss(35)(225)-(260)
At 30 June 20202,313-2942,607
a. Information about individual provisions and significant estimates
Make good lease provision
The Group is required to restore the leased premises of its depot and warehouses to their original condition at the end of
the respective lease terms. A provision has been recognised for the estimated expenditure required.
Legal claim provision
The Group currently has a dispute regarding its contract with one of its customers (refer note 3.1). This amount of
the provision reflects the Directors’ best estimate of the likely outcome. This amount disputed has been paid by the
customer, but there is a risk of partial repayment.
Contingent consideration
Contingent consideration had previously been recognised relating to the acquisition in September 2017 of the assets of
Glassworks Logistics Limited and Seamont Enterprises. The remaining amount of this has been reversed to profit or loss
as the measure relating to the contingent consideration was not met.
14. SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax from the proceeds.
30 June 202030 June 2019
Shares$000Shares$000
Issued & paid-up capital - ordinary shares
Balance at the beginning of the period86,347,60835,44981,459,48328,107
Shares issued - dividend reinvestment plan1,337,2741,6052,221,4583,342
Shares issued - business acquisition--2,666,6674,000
Balance at the end of the period87,684,88237,05486,347,60835,449
DIVIDEND REINVESTMENT PLAN
Under the Dividend Reinvestment Plan (DRP), applied to the dividend paid on 27 September 2019, the Company issued
1,337,274 shares at $1.20 per share.
The issue price was determined, in accordance with the DRP, as the volume weighted average sale price (rounded to the
nearest cent) for all TIL Logistics Group shares sold through the NZX Main Board (excluding special trades) over the five
trading days immediately following 13 September 2019, less a 3% discount.
15. CASH FLOW INFORMATION
15.1 CASH GENERATED FROM OPERATIONS
2020
$000
2019
$000
Reported profit after tax2,4904,364
Non-cash items
Depreciation expense40,64411,281
Amortisation expense2,2582,329
Bad debts393105
Amortisation of bank fees287272
Contingent consideration(225)-
Bargain on acquisition(1,106)-
Impairment of investment in associates440-
Foreign exchange losses on operating activities379
45,21818,360
Impact of changes in working capital
Tax receivable / deferred tax(200)740
Trade and other receivables9,681(5,183)
Creditors and accruals/employee entitlements(12,071)6,602
Creditors relating to purchase of PPE(1,545)(528)
Inventories234(22)
41,31719,969
Items classified as investing or financing activities
Profit on disposal of property, plant and equipment(547)(948)
Loss for associates86361
Net cash flow from operating activities40,85619,382
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5455TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
15.2 NET DEBT RECONCILIATION
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
2020
$000
2019
$000
Cash and cash equivalents11,8826,389
Lease liability - repayable within one year(25,882)-
Borrowings - repayable within one year (including overdraft)(6,100)(5,185)
Lease liability - repayable after one year(147,600)-
Borrowings - repayable after one year(80,163)(79,132)
Net debt(247,863)(77,928)
Cash and liquid investments11,8826,389
Liability - incremental borrowing rate(173,482)-
Borrowings - fixed interest rates(24,517)(101)
Borrowings - variable interest rates(61,746)(84,216)
Net debt(247,863)(77,928)
Liabilities from financing activities
BorrowingsLeasesSubtotalCash/bank
overdraft
Total
$000$000$000$000$000
Net debt as at 1 July 2018(73,879)-(73,879)2,881(70,998)
Cash flows(10,767)-(10,767)3,508(7,259)
Other non-cash movement329-329-329
Net debt as at 30 June 2019(84,317)-(84,317)6,389(77,928)
Recognised on adoption of
NZ IFRS 16 (refer note 20)
-(176,191)(176,191)-(176,191)
Cash flows2,97122,95625,9275,49331,420
Acquisitions(4,629)-(4,629)-(4,629)
Lease additions-(17,841)(17,841)-(17,841)
Other non-cash movements(288)(2,406)(2,694)-(2,694)
Net debt as at 30 June 2020(86,263)(173,482)(259,745)11,882(247,863)
16. INTEREST IN OTHER ENTITIES
16.1 SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilites and results of the following subsidiaries in
accordance with the accounting policy described in note 2.1. All subsidiaries are incorporated in New Zealand.
All subsidiaries results up to 30 June 2020 have been incorporated in the consolidated financial statements.
Shareholding
30 June 2020
Shareholding
30 June 2019
Balance
date
Principal activity
TIL Freighting Limited100%100%30 JuneTransport operator
Pacific Fuel Haul Limited100%100%30 JuneTransport operator
Alpha Custom Services Limited60%60%30 JuneInternational freight forwarder
Pacific Asset Leasing Limited100%100%30 JuneAsset leasing
Hookers Shipping Limited100%100%30 JuneShipping agent and logistics
McAuley’s Transport Limited100%100%30 JuneTransport operator
MOVE Logistics Limited100%100%30 JuneWarehousing and distribution
Southern Fleet Leasing Limited100%100%30 JuneAsset leasing
NZL Group Limited100%100%30 JuneWarehousing and distribution
TNL International Limited50%50%30 JuneInternational freight forwarder
Appian Transport Limited100%100%30 JuneNon trading
Global Logistics Group Limited100%100%30 JuneNon trading
Specialist Lifting and Transport
Group Limited
100%100%30 JuneHeavy Haulage
TNL Logistics Limited100%100%30 JuneNon trading
Transport Nelson Limited100%100%30 JuneNon trading
Transport Investments Limited100%100%30 JuneCorporate services
Pacific Liquid Logistics Limited100%100%30 JuneNon trading
ATL Limited100%50%30 JuneTransport operator
16.2 INTERESTS IN ASSOCIATES
Set out below are the associates of the Group as at 30 June 2020 which, in the opinion of the Directors, are material to
the Group. The entities listed below have share capital consisting solely of ordinary shares, which are held directly by
the Group. The country of incorporation or registration is also their principal place of business, and the proportion of
ownership interest is the same as the proportion of voting rights held.
Place of
business/
country of
incorporation
% of ownership
interest
Nature of
relationship
Measurement
method
Investment in
associates
20202019
2020
$000
2019
$000
UNITE Logistics Limited
1
New Zealand50%50%Associate
Equity method
353876
TNL International (Australia)
Pty Limited
2
Australia23.75%25%AssociateEquity method75-
Emerald Truck Services Limited
3
New Zealand33.3%33.3%AssociateEquity method225193
ATL Limited
4
New Zealand100%50%Subsidiary
Consolidated
-605
Immaterial associates-18
Total6531,692
1 UNITE Logistics Limited is a transport services provider for the Auckland and surrounding area’s construction industry, specialising in crane transport. This service
complements the Group’s current transport services. The balance date for this entity is March.
2 TNL International (Australia) Pty Limited provides international freight forwarding services. This is a strategic investment which strengthens our access to Oceania
customers in this market. The balance date for this entity is June.
3 Emerald Truck Services Limited is an automotive repair workshop based in Masterton specialising in trucks and trailers. This service is strategic to the Group given
the material amount spent on repairs and maintenance (refer note 22). The balance date for this entity is June.
4 The Group acquired the remaining 50% of shares in ATL Limited and this entity is now consolidated in the Group financial statements (refer note 17).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5657TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
16.2 INTERESTS IN ASSOCIATES (CONTINUED)
The Group’s results of its principal associates, all of which are unlisted, and total assets (including goodwill) and liabilities,
are as follows. The Group equity accounts for these associates based on management reporting for the year end to 30
June (the Group’s balance date).
UNITE Logistics
Limited
Emerald Truck
Services Limited
ATL Limited
1
TNL International
(Australia) Pty
Limited
20202019202020192020201920202019
$000$000$000$000$000$000$000$000
Summarised balance sheet
Current assets
9281,308749967-
1,2161,842-
Non-current assets
2,0641,977491431-
4,47328-
Current liabilities
807924299695-
4781,516-
Non-current liabilities1,7851,87715413-3,998--
Net assets
400484787690-1,213354-
Summarised statement of
comprehensive income
Revenue
6,7528,1323,3562,017-8,1711,452-
Profit from continuing operations
(136)2879768-(714)314-
Investment carrying amount
reconciliation
Opening balance
876899193-605962--
Dividends received
--------
Consolidation of associate
----(495)---
Acquisition
---174----
Impairment of investment
(309)---(131)---
Earnings from associates
(214)(23)321921(357)75-
Closing balance
353876225193-60575-
1 The Group acquired the remaining 50% of shares in ATL Limited and is now consolidated in the Group financial statements (refer note 17).
MOVE Logistics Limited as part of its investment in UNITE Logistics Limited has provided the Bank of New Zealand a
guarantee for $500,000 plus one years interest in relation to the loan facility held by UNITE Logistics Limited.
Impairment of associates
UNITE Logistics Limited
During the year UNITE Logistics Limited lost a customer for which a customer list was held in the investment recognised.
As a result management have assessed based on the forecasted cash flows and the uncertainty regarding financial
performance that the recoverable amount was below the carrying amount of its investment by the value of the
impairment loss.
ATL Limited
The impairment was a result of the fair value assessed as part of the acquisition for the remaining 50% of the shares
(refer note 20).
17. BUSINESS COMBINATIONS
The Group acquired, on 2nd March 2020, the remaining 50% in ATL Limited, a company specialising in general freight in
Central Otago. This acquisition complements the Group strategy for a nationwide general freight network.
The table below summarises the consideration paid by the Group and the fair value of assets acquired and liabilities
assumed:
$000
Purchase consideration (cash) 400
Fair value of previously held interest495
Net intercompany trade receivables and payables(1,011)
Total purchase consideration (116)
Fair value of assets acquired and liabilities assumed
Cash and cash equivalents395
Trade and other receivables881
Trade and other payables(491)
Borrowings(4,629)
Deferred tax(60)
Tax receivable(20)
Property, plant and equipment 5,142
Employee entitlements(228)
Bargain on acquisition(1,106)
There were no contingent assets or liabilities acquired as part of the transaction.
The Group previously accounted for its 50% shareholding as an associate.
a. Acquired receivables
The fair value of acquired trade receivables is $850,000. The gross contractual amount for trade receivables due is
$976,000 with a loss allowance of $126,000 recognised on acquisition.
b. Bargain on acquisition
The recognition of $1,106,000 as a bargain on purchase is supported by the fact that difficult market conditions existed
for ATL Limited in a highly competitive industry. In addition, ATL Limited was often loss making and underperforming.
Transport Investments Limited were the only realistic purchaser of the shares given its current 50% investment.
c. Revenue and profit contributions
The acquired business contributed revenues of $2,173,000 and a loss before tax of $155,000 to the Group for the period
2 March 2020 to 30 June 2020. If the acquisition had occurred on 1 July 2019, the revenue and profit contributed by
the acquired business for the 12 months ending 30 June 2020 would have been revenue of $6,753,000 and a net loss of
$102,000 respectively.
d. Acquisition costs
Acquisition costs of $104,000 were expensed as incurred and are included under other expenses (refer note 8).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5859TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
18. CONTINGENCIES
Bank Guarantee
The Group provides (via ASB Bank) the below guarantees.
2020
$000
2019
$000
Bank guarantees - property2,7873,337
Bank guarantees - fuel purchases4,5004,500
Bank guarantees - other7575
Total7,3627,912
19. CAPITAL COMMITMENTS
Capital expenditure contracted for at the reporting date but not yet incurred is as follows:
2020
$000
2019
$000
Trucks and trailers-7,367
Other assets417143
Total417
7,510
20. ACCOUNTING STANDARDS
Except as described below, the accounting policies applied are consistent with those of the annual financial statements
for the period ended 30 June 2019.
There was one new standard applied during the period. This note explains the impact of the adoption of NZ IFRS 16 on
the Group’s financial statements and discloses the new accounting policies that have been applied from 1 July 2019. This
standard replaces the current guidance in NZ IAS 17.
ADOPTION OF NZ IFRS 16 LEASES
The Group has adopted NZ IFRS 16 retrospectively from 1 July 2019, but has not restated comparatives for the 2019
reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the
adjustments arising from the new leasing rules are therefore recognised in the opening Balance Sheet on 1 July 2019.
The Group leases relate to property, fleet and equipment which were all classified as operating leases until 30 June 2019.
Payments made under operating leases (net of any incentives received from the lessor) were previously charged to profit
or loss on a straight-line basis over the period of the lease. Lease terms are negotiated on an individual basis and contain
a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets
may not be used as security for borrowing purposes.
POLICIES
From 1 July 2019, leases are recognised as a right of use asset and a corresponding lease liability. Each lease payment
is allocated between the lease liability and the finance cost. The finance cost is charged to profit or loss over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The
right of use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
• fixed payments, less any lease incentives receivable and
• variable lease payments that are based on an index or a rate.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the
lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
20. ACCOUNTING STANDARDS (CONTINUED)
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise
IT equipment and small items of office furniture.
Right of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any lease
incentives received or restoration costs estimated. There were no onerous lease contracts that would have required an
adjustment to the right of use assets at the date of initial application. These assets are subsequently depreciated using
the straight-line method from the adoption date to the shorter of asset’s useful life and the end of the lease term.
Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s
incremental borrowing rate as of 1 July 2019. The weighted average lessee’s incremental borrowing rate applied to the
lease liabilities on 1 July 2019 was 4.48%.
To determine the incremental borrowing rate. The Group uses a build up approach that starts with a risk free interest
rate adjusted to reflect changes in credit risk for leases held by the Group and then makes specific adjustments for lease
terms.
On transition and during the year, the Group applied the following practical expedients:
• the accounting for operating leases with a remaining lease term of less than 12 months as at 1 July 2019 as short-
term leases
• the use of historical experience in determining the lease term where the contract contains options to extend or
terminate the lease
• recognising rental concessions obtained as a direct result of the COVID-19 pandemic as a reduction to rental
expenses in the Statement of Profit or Loss and Other Comprehensive Income
In the process of adopting NZ IFRS 16, a number of judgements and estimates have been made. These include:
• incremental borrowing rate at the time of adoption
• lease terms, including any rights of renewal expected to be exercised. The Group has assumed that the rights of
renewal will be exercised in line with the Group’s strategy and previous leases. This judgement has been applied
unless a decision to discontinue or relocate is known at the time of adoption
• application of practical expedients and recognition exemptions allowed by the new standards, including in respect
of low value assets, portfolio approach for discount rates based on lease term and short-term lease exemptions
The following tables show the movements and analysis in relation to the right of use assets and lease liabilities, created
on the adoption of NZ IFRS 16.
Right of use assets$000
Opening net book value 1 July 2019
Recognised on transition177,992
Additions17,818
Disposals(149)
Modifications to leases2,828
Depreciation for the period
- Property (17,851)
- Motor Vehicles(9,923)
- Other(686)
Closing net book value 30 June 2020170,029
Cost198,411
Accumulated depreciation(28,382)
Net book value 30 June 2020170,029
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6061TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 202060
20. ACCOUNTING STANDARDS (CONTINUED)
The recognised right of use assets relate to the following types of assets:
Right of use assets$000
At 30 June 2020
Property127,849
Motor vehicles39,473
Other2,707
Total right of use assets170,029
Lease liabilities$000
Operating lease commitments as at 30 June 19282,110
Discounted at incremental borrowing rate at date of initial application151,890
Short term allowances(716)
Adjustment as a result of treatment/terminations25,017
Opening lease liabilities at 1 July 19176,191
Additions17,841
Interest for the period7,947
Lease payments made(30,903)
Disposals(498)
Modifications2,904
Lease liabilities at 30 June 2020173,482
Lease liabilities maturity analysisMinimum lease
payment
InterestPresent value
$000$000$000
Within one year33,1797,29725,882
One to five years96,84120,11176,730
Beyond five years86,55615,68670,870
Total216,57643,094173,482
Current lease liabilities33,1797,29725,882
Non-current lease liabilities183,39735,797147,600
Total216,57643,094173,482
Lease related expenses included in the Consolidated Statement of Profit & Loss & Other Comprehensive Income:
$000
For the year ended 30 June 2020
Depreciation28,460
Short term lease5,114
Interest on leases7,947
Total41,521
20. ACCOUNTING STANDARDS (CONTINUED)
The table below provides further detail in relation to the impacts of NZ IFRS 16 on the Consolidated Statement of Profit
or Loss & Other Comprehensive Income for the year ended 30 June 2020.
Pre-NZ IFRS 16
classification
NZ IFRS 16
adjustment
NZ IFRS 16
classification
$000$000$000
Revenue333,811-333,811
Gains on disposal of assets6462648
Lease income1,333-1,333
Other income12,223-12,223
Total income348,0132348,015
Transport costs(132,718)-(132,718)
Employee costs(125,309)-(125,309)
Rental / lease expenses(36,018)30,904(5,114)
Other operating expenses(26,352)-(26,352)
Changes in contingent consideration / advisor fees225-225
Depreciation of right of use assets-(28,460)(28,460)
Other depreciation / amortisation expenses(14,442)-(14,442)
Impairment of investment in associates(440)-(440)
Total Operating Expenses(335,054)2,444(332,610)
Finance costs relating to lease liabilities-(7,947)(7,947)
Other finance costs - interest on borrowings(3,940)-(3,940)
Finance income on short term deposit63-63
Operating (deficit) / surplus before income tax9,082(5,501)3,581
Net cash generated from operating activities17,90022,95640,856
21. RELATED-PARTY TRANSACTIONS
21.1 TRANSACTIONS WITH KEY MANAGEMENT
a. Dividend reinvestment plan
The below table shows the shares that were issued to key management personnel under the dividend reinvestment plan
for the dividend paid on 27 September 2019 (refer note 14).
# SharesAmount
$000
Dividend reinvestment plan - Directors310,234372
Dividend reinvestment plan - Key management employees7,4059
b. Key management compensation
Key management includes Directors, the CEO and his direct reports:
2020
$000
2019
$000
Salaries, short term and post employee benefits2,8483,213
Directors fees398416
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
63TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 202062TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
21.2 TRANSACTIONS WITH OTHER RELATED PARTIES
The following transactions occurred with related parties:
2020
$000
2019
$000
Sales and purchases of goods and services
Sales of services to associates988511
Purchases of services from associates2,8213,260
Purchases from entities controlled by key management employees12399
2020
$000
2019
$000
Outstanding balances arising from sales and purchases of services
Trade receivables 98285
Trade payables181762
The Group determines the above balances are fully collectible.
2020
$000
2019
$000
Advances to related parties
ATL Limited-275
UNITE Logistics Limited217217
TNL International Australia Pty Limited-3
Eamonn Stephen Farrell8886
22. EVENTS AFTER THE REPORTING DATE
On 10 July 2020, as a result of the shareholder default McAuley’s Transport Limited signed a buyout agreement of one
of the shareholders of Emerald Truck Services Limited. From 10 July 2020 McAuley’s Transport Limited holds 50% of the
shares in Emerald Truck Services Limited and the consideration for the additional 17% shareholding was transacted in
exchange for the settlement of the outstanding shareholder loan (refer note 12.3).
On 20 July 2020 the Group signed a settlement agreement with one of its customers in regards to a disputed receivable.
As a result the full receivable balance outstanding was received on 5 August 2020 (refer note 3.1).
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
DR
AFT
Independent auditor’s report
To the shareholders of TIL Logistics Group Limited
We have audited the consolidated financial statements which comprise:
● the consolidated balance sheet as at 30 June 2020;
● the consolidated statement of profit or loss and other comprehensive income for the year then ended;
● the consolidated statement of changes in equity for the year then ended;
● the consolidated statement of cash flows for the year then ended; and
● the notes to the consolidated financial statements, which include a summary of significant accounting
policies.
Our opinion
In our opinion, the accompanying consolidated financial statements of TIL Logistics Group Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 30 June 2020, its financial performance and its cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the
International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in relation to executive compensation advisory services.
The provision of these other services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current year. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
PwC 44
In connection with our audit of the consolidated financial statements, if other information is included in
the annual report, 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 on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this
report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
26 August 2020
Auckland
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT
6465TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
PwC 40
Description of the key audit matter How our audit addressed the key audit matter
Goodwill impairment test
As at 30 June 2020 the Group had a total
goodwill balance of $15.0 million, as
disclosed in Note 13.2. This is allocated
across five cash generating units (CGUs).
Management performed value-in-use
(VIU) impairment tests as at 30 June
2020 and determined that there was no
impairment of goodwill required for any
CGU, though reasonably possible changes
of some assumptions may cause an
impairment for certain CGUs, as disclosed
in Note 13.2.
The goodwill impairment test is
considered a key audit matter due to the
significant level of management
judgement applied in estimating future
cash flows, particularly given the current
economic uncertainty created by the
COVID-19 pandemic, and other key
assumptions in determining the
recoverable amount of the CGU.
Management’s VIU impairment tests used
a discounted cash flow model based on
probability-weighted forecast cash flows
to determine the recoverable amount. Key
estimates and assumptions include:
● The near and medium-term impact
on revenue of the expected economic
slowdown and then recovery.
● The discount rates and the long-term
growth rates used in the impairment
models, as disclosed in Note 13.2.
We obtained the calculations performed by
Management and understood the assumptions used.
We gained an understanding of the current and
forecast outlook for the industry, including the
expected impact of the COVID-19 pandemic, and the
strategic direction of the business. Our understanding
was facilitated by meetings with management during
the year.
We assessed the reliability of management’s
forecasting process in previous years and considered
the impact on the assessment of forecast earnings.
We assessed the reasonableness of the assumptions
applied by management and, where necessary,
determined our own independent view on a point
estimate for the recoverable amount of each CGU to
test management’s calculation of these amounts. Our
calculations and procedures included the following:
● We considered external market forecasts for
domestic freighting and warehousing activity.
● We considered the level of revenue and earnings
growth the Group has achieved over the last year,
despite recent reductions from the initial effects of
the COVID-19 pandemic.
● We used the results of our understanding and
analysis to determine our independent view of
reasonable and supportable revenue and earnings
for the next five years and maintainable earnings
for the terminal year calculation.
● We used an auditor’s expert to determine
appropriate discount and long-term growth rates
and to assist us in challenging management’s
assumptions and developing our independent
point estimate.
We audited the disclosures in Note 13.2 of the
consolidated financial statements to ensure they are
compliant with the requirements of the relevant
accounting standards.
PwC 41
Description of the key audit matter How our audit addressed the key audit matter
Forecast compliance with bank financial
covenants
As at 30 June 2020 the Group’s total
borrowings was $86.3 million. Note 12.5
to the consolidated financial statements
explains that the Group’s bank borrowings
comprise a revolving committed cash
facility and a term loan facility, with
certain financial covenants. The facility
expires on 6 December 2021.
The Group received a waiver from the
bank, prior to the expected financial
covenant breaches at the 31 December
2019 compliance date. The parties
subsequently agreed to reset the financial
covenants on 28 February 2020.
We have therefore deemed forecast
compliance with the amended financial
covenants to be a key audit matter.
The Group has assessed forecast
compliance with these financial
covenants, including the impact of the
economic uncertainty from the COVID-19
pandemic, by:
● Preparing forecasts for the Group
until the facility expiry date that have
been approved by the Board.
● Using the forecasts to calculate
financial covenant compliance at each
future covenant compliance date.
● Assessing forecasting risk by
considering the headroom available
for each covenant at each compliance
date.
The Directors have concluded they expect
to comply with the reset financial
covenants for at least the next 12 months.
We have obtained an understanding of the amended
facility agreements and relevant financial covenants.
We obtained the Group’s financial covenant
compliance forecast for the next 12 months from the
date of the approval of the consolidated financial
statements and performed the following audit
procedures:
● We assessed management’s historical forecasting
accuracy.
● We ensured the cash flow forecasts are consistent
with the base case forecast used in the impairment
testing (above).
● We assessed the reasonableness of management’s
forecasts, including the expected impact of the
economic uncertainty from the COVID-19
pandemic.
● We recalculated forecast compliance with financial
covenants at each reporting date.
● We performed sensitivity analyses on the forecast
covenant compliance calculations to assess the
level of forecasting risk at each compliance date.
We have read the disclosures in Note 12.5 to ensure
they accurately reflect our understanding of the
forecast compliance with the financial covenants.
PwC 44
In connection with our audit of the consolidated financial statements, if other information is included in
the annual report, 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 on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this
report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
26 August 2020
Auckland
PwC 44
In connection with our audit of the consolidated financial statements, if other information is included in
the annual report, 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 on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this
report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
26 August 2020
Auckland
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
6667TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
PwC 42
Description of the key audit matter How our audit addressed the key audit matter
Debtor recoverability assessment
Trade and other receivables are disclosed
in Note 12.2. The Group had $7.4 million
of gross trade receivables that were past
due at 30 June 2020, as disclosed in Note
3.1.
Management assessed the recoverability
of trade and other receivables, which
involved judgements in relation to
assessing the credit risk of the associated
customers and expected future cash flows
based on payment history, age of the debt,
specific factors related to each customer,
and risk presented by the COVID-19
pandemic.
Management concluded that it was
appropriate to recognise an impairment
provision of $2.95 million at 30 June
2020, as disclosed in Note 3.1. This
provision largely relates to specific
customer collection issues ($2.0m).
We consider this is a key audit matter due
to the size of the specific credit loss
provision, the judgement regarding the
outcome of disputed amounts and the
general economic uncertainty that may
affect the recoverability of receivables.
Our audit procedures in relation to recoverability of
trade and other receivables included the following:
● We gained an understanding of the business
processes and controls over managing overdue
trade and other receivables, and the determination
of the credit loss provision.
● We considered the historical recoverability of the
aged debt as well as the Group’s experience of bad
debts.
● We tested on a sample basis the aging of
receivables back to invoices to assess accuracy of
the aged trade receivables report used in
determining the expected credit loss.
On a sample basis, we performed the following
procedures to assess the recoverability of trade and
other receivables:
● Gained an understanding of the customer terms
and conditions.
● Validated whether any payments had been
received from customers subsequent to balance
date and confirmed these payments to bank
statements and remittance advices.
● Assessed the customer’s ability to pay through
reviewing financial information of the
counterparty.
● Through discussions with management, review of
correspondence with customers, and a review of
past payment history we assessed the
appropriateness of the year-end impairment
provision.
We gained an understanding of the circumstances
related to the specific provisions. We reviewed
correspondence with the customers and legal advice
on the Group’s position. In light of this evidence we
evaluated management’s judgement on the amount of
the provision.
We have no material matters to report.
PwC 43
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the
consolidated financial statements are free from material misstatement.
Overall Group materiality: $1,148,000, which represents approximately
2% of reported earnings before interest, tax, depreciation and
amortisation, share of loss of associates, bargain on acquisition,
impairment of investment in associates, deferred consideration and
advisor costs (EBITDA) as reported in Note 5.
We chose EBITDA as the benchmark because, in our view, it is the
benchmark against which the performance of the Group is most
commonly measured by users, and is a generally accepted benchmark.
As reported above, we have three key audit matters, being:
● Goodwill impairment test
● Forecast compliance with bank financial covenants
● Debtor recoverability assessment
Each of these key audit matters is affected to varying degrees by the
economic uncertainty created by the COVID-19 pandemic. These
uncertainties have been reflected in management’s approach and our
audit procedures, as described in the key audit matters.
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit, the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the consolidated financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the consolidated financial
statements and our application of materiality. As in all of our audits, we also addressed the risk of
management override of internal controls including among other matters, consideration of whether there
was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the consolidated financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
Information other than the consolidated financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the consolidated financial statements
does not cover the other information included in the annual report and we do not, and will not, express
any form of assurance conclusion on the other information. At the time of our audit, there was no other
information available to us.
PwC 44
In connection with our audit of the consolidated financial statements, if other information is included in
the annual report, 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 on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this
report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
26 August 2020
Auckland
PwC 44
In connection with our audit of the consolidated financial statements, if other information is included in
the annual report, 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 on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this
report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
26 August 2020
Auckland
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
6869TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
PwC 44
In connection with our audit of the consolidated financial statements, if other information is included in
the annual report, 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 on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this
report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
26 August 2020
Auckland
ADDITIONAL STATUTORY INFORMATION
ADDITIONAL STATUTORY
INFORMATION
DIRECTORS
The following persons were Directors of TIL Logistics Group Limited as at 30 June 2020:
Director
Trevor JanesIndependent Chairman
Lorraine WittenIndependent Director
James RamsayNon-independent Director
Danny ChanIndependent Director
Peter DrydenIndependent Director
PwC 44
In connection with our audit of the consolidated financial statements, if other information is included in
the annual report, 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 on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that
fact.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this
report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
26 August 2020
Auckland
INDEPENDENT AUDITOR’S REPORT
7071TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
ADDITIONAL STATUTORY INFORMATION
DISCLOSURE OF INTERESTS BY DIRECTORS
In accordance with Section 140(2) of the Companies Act 1993 the Company maintains an interests register in which
Directors’ interests are recorded. The following are particulars of general disclosures of interest by Directors holding
office at 30 June 2020. Changes to entries disclosed during the year to 30 June 2020 are noted in brackets, for the
purposes of section 211(1)(e) of the Companies Act 1993.
Director Name of Business or Entity Nature of Activities
of that Business or Entity
Nature and Extent
of Your Interest
Trevor Janes NZX Regulation Establishment BaordNZX RegulatorChair
Tokelau International Investment Fund
(resigned June 2020)
Investment Chair
NZ Markets Disciplinary Tribunal
(resigned May 2020)
NZX RegulatorMember
Lorraine Witten Rakon LimitedGlobal Technology Business Director, Shareholder and
Chair of Audit and Risk
vWork LimitedSoftware for Mobile Workforce Chair and Shareholder
Simply Security Security Guard Services Chair and Shareholder
Corrections DepartmentNZ Prison ServiceAdvisor to Audit & Risk
Horizon Energy GroupEnergy Distribution CompanyDirector and Chair of
Audit and Risk
Danny Chan Farmers Mutual Group (resigned 21
August 2020)
InsuranceDirector
SimTutor Limitede-learningDirector/Shareholder
Superthriller Jet Sprint LimitedEntertainmentShareholder
Fastcom LimitedIT ServicesShareholder
iMonitor Intellectual Property Ltd Temperature MonitoringShareholder
The Digital Café LimitedDigital Promotion/MarketingShareholder
QEX Logistics LimitedLogisticsDirector
Flowerzone International LtdFlower ExporterDirector/Shareholder
Marlborough Wine Estates Group LtdWine ManufacturerDirector
NZ Markets Disciplinary Tribunal
(resigned 27 May 2020)
NZX RegulatorMember
Orient Pacific Management Limited Financial ServicesDirector/Shareholder
James RamsayBowker Holdings 99 LtdInvestmentDirector
Hooker Bros (2019) LimitedInvestmentDirector/Shareholder
Peter DrydenBGI Nominees LimitedPropertyDirector/Shareholder
Port Taranaki LimitedPort OperatorChair
Aquafortus LimitedChemical CompanyDirector
No entries were made in the interests register of any subsidiary companies during the year ended 30 June 2020.
ADDITIONAL STATUTORY INFORMATION
DIRECTORS SHARE DEALINGS
In accordance with the Companies Act 1993 the Board received the following disclosures from Directors of acquisitions
of relevant interests in the Company’s shares between 1 July 2019 and 30 June 2020, and details of such dealings were
entered in the Company’s interests register.
Director TransactionNumber of
Shares
Price per
Share
Date
Trevor Janes Dividend Reinvestment Plan 20195,990$1.2027 September 2020
Trevor Janes
1
Dividend Reinvestment Plan 201919,545$1.2027 September 2020
Danny ChanDividend Reinvestment Plan 201915,308$1.2027 September 2020
Lorraine WittenDividend Reinvestment Plan 20191,996$1.2027 September 2020
James RamsayDividend Reinvestment Plan 20193$1.2027 September 2020
James Ramsay
2a
Dividend Reinvestment Plan 2019143,470$1.2027 September 2020
James Ramsay
2b
Dividend Reinvestment Plan 2019143,470$1.2027 September 2020
Notes to Director Share Dealings
1
Shares held by Selenium Corporation Limited - Trevor Janes has a relevant interest in the shares held by Selenium
Corporation Limited.
2a
Shares held by James Ramsay, Nerida Joy Ramsay & RMY Trustees (2010) Limited as trustees of the James Ramsay
Family Trust.
2b
Shares held by James Ramsay, Nerida Joy Ramsay & RMY Trustees (2010) Limited as trustees of the Nerida Joy Ramsay
Family Trust.
DIRECTOR’S SHAREHOLDINGS INTERESTS
As at 30 June 2020 the Directors of the Company had the following relevant interests in the Company’s securities.
DirectorTotal Ordinary Shares Held
Trevor Janes1,272,717
Lorraine Witten104,996
Danny Chan1,270,678
James Ramsay15,288,209
USE OF COMPANY INFORMATION
There were no notices from Directors of the Company pursuant to section 145 of the Companies Act 1993 requesting to
use Company information received in their capacity as directors that would not otherwise have been available them.
7273TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
REMUNERATION OF DIRECTORS
As a result of COVID-19, during April 2020 the Board agreed to a 25% reduction in Directors’ fees. The table below sets
out the total of the remuneration and the value of other benefits received by each Director during the financial year to
30 June.
Director Board FeesAudit & Risk Committee FeesGovernance & Remuneration Committee FeesTotal Directors fees FY20Total Directors fees FY19
Trevor Janes127,292--127,292130,000
Lorraine Witten68,33310,000-78,33380,000
James Ramsay
1
68,542--68,54270,000
Peter Dryden
2
46,743--46,743-
Danny Chan66,667-10,00076,66770,000
Greg Kern
3
----66,667
Total377,57710,00010,000397,577416,667
1
During the year ended 30 June 2020 James Ramsay received an additional $61,000 remuneration and after benefits for his role as an Executive Director
(resigned as Executive Director December 2019)
2
Appointed to the Board in October 2019
3
Resigned from the Board in April 2019
SUBSIDIARY COMPANY DIRECTORS
The following persons held office as Directors of subsidiary companies as at 30 June 2020. Employee directors of
subsidiary companies appointed by the Group do not receive director’s fees, remuneration or other benefits in their
capacity as directors. The remuneration and other benefits of such employees, received as employees, are included
in the relevant bands for remuneration disclosed under Employee Remuneration on page 73.
Company Directors
Alpha Customs Services LimitedClayton Imbs Alan PearsonLee Banks
Appian Transport Limited James RamsayAlan PearsonLee Banks
Global Logistics Group Limited James Ramsay Alan Pearson Lee Banks
Hookers Shipping Lmited James RamsayAlan Pearson Lee Banks
McAuley's Transport Limitd James RamsayAlan PearsonLee Banks
MOVE Logistics Limited James RamsayAlan PearsonLee Banks
NZL Group Limited James RamsayAlan PearsonLee Banks
Pacific Asset Leasing Limited James RamsayAlan PearsonLee Banks
Pacific Fuel Haul Limited James RamsayAlan PearsonLee Banks
Southern Fleet Leasing LimitedJames RamsayAlan PearsonLee Banks
Transport Investments Limited Danny ChanTrevor JanesJames RamsayLorraine WittenPeter Dryden
TIL Freighting Limited James RamsayAlan PearsonLee Banks
Specialist Lifting and Transport Group LimitedJames RamsayAlan PearsonLee Banks
TNL Logistics Limited James RamsayAlan PearsonLee Banks
TNL International Limited Clayton Imbs John LowdenShayne MiersLee Banks
Transport Nelson Limited James RamsayAlan PearsonLee Banks
Pacific Liquid Logistics LimitedJames RamsayAlan PearsonLee Banks
ATL LimitedLee BanksAlan PearsonRichard Mather
Alexandra Transport LimitedLee Banks
During the year ended 30 June 2020 Alan Terris resigned as Director of Alpha Customs Limited, Global Logistics Group
Limited, Hookers Shipping Limited, MOVE Logistics Limited, NZL Group Limited, Pacific Asset Leasing Limited, Pacific
Fuel Haul Limited, Southern Fleet Leasing Limited, TIL Freighting Limited, TNL Logistics Limited.
CEO REMUNERATION DISCLOSURE
FY20
SalaryBenefitsFixed Remuneration SubtotalShort Term Incentive (STI)Long Term Incentive (LTI)Incentive Subtotal Total Remuneration (single figure)
$$$$$$$
Alan Pearson501,50053,310554,810---554,810
FY19
Alan Pearson440,00040,306480,306190,000-190,000670,306
Notes to CEO Remuneration
Alan Pearson’s remuneration is a mix of base salary and short term and long term incentive plan components. Alan’s base salary for
FY2020 was $510,000, which was subject to voluntary reduction during the COVID-19 alert level 4 period.
Alan’s potential short term incentive plan payment for FY20 was 25% of base salary. Of the total potential payment, 60% was linked to
the achievement the annual financial budget, as approved by the Board, while 40% was dependent on the achievement of certain personal
objectives linked to safety, sustainability, growth, technology and innovation. As at the time of preparation of the Annual Report, final
assessments were being made of achievement against these objectives.
Alan will participate in grants of share rights under the Company’s Long Term Incentive Plan, in respect of both 2019 and 2020. The LTI
plan was formally adopted on 1 July 2020, and the terms of Alan’s participation, and that of any other employees in respect of 2019 and
2020 are currently being finalised by the Board.
EMPLOYEE REMUNERATION
The number of employees of the Company (not being directors of the Company) who received remuneration and other
benefits in their capacity as employees during the year ended 30 June 2020 that in value was or exceeded $100,000 per
annum was as follows:
Remuneration No. of Employees
$100,000 - $109,99989
$110,000 - $119,99991
$120,000 - $129,99940
$130,000 - $139,99915
$140,000 - $149,9996
$150,000 - $159,9994
$160,000 - $169,9995
$170,000 - $179,9993
$180,000 - $189,9992
$190,000 - $199,9992
$200,000 - $209,9991
$230,000 - $239,9991
$250,000 - $259,0001
$260,000 - $269,9991
$270,000 - $279,9991
$280,000 - $289,9991
$290,000 - $299,9991
$550,000 - $559,9991
ADDITIONAL STATUTORY INFORMATION
ADDITIONAL STATUTORY INFORMATION
7475TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
Long Term Incentive Plan
The Company has established a Long Term Incentive Plan (LTI or Plan) under the TIL Logistics Group Limited-Long Term Incentive Plan
Rules dated 1 July 2020. The Plan is designed to align employee remuneration with financial outcomes for shareholders over the longer
term.
The Plan is a share rights scheme and participation in any year is by annual invitation at the discretion of the Company. Under the Plan
participants are offered share rights for nil consideration. If the performance hurdles set by the Company are met, and the relevant
employee remains employed by the Company for minimum period of three years, the employee is entitled to be issued one ordinary share
in the Company for each share right that vests.
As at 30 June 2020 no grants had been officially made under the terms of the Plan. However, it is anticipated that during the FY21
financial year a retrospective grant of share rights will be offered to eligible employees under the Plan in respect of 2019, and an offer will
also be made to certain employees in respect of 2020.
SPREAD OF SECURITY HOLDERS
As at 31 July 2020
Size of Shareholding Number of HoldersTotal Shares Held % of Shares
1-1000823175,3330.20%
1001-5000143422,0080.49%
5001-1000070564,9200.64%
10001-100000852,694,5523.07%
100001 or more 4783,828,06995.60%
1,16887,684,882100.00%
SHAREHOLDER INFORMATION
The names and holdings of the twenty largest registered shareholders in the Company as at 31 July 2020 were:
Total Shares Held % of Shares
Gregory Whitham 12,926,60114.74%
Kevin Garnet Smith12,152,65413.86%
Larry William Stewart & Kaylene Joy Stewart & SR Taranaki Trustees Limited12,152,65313.86%
Alan Terris11,452,87513.06%
James Ramsay & Nerida Joy Ramsay & RMY Trustees (2010) Limited 7,544,0018.60%
James Ramsay & Nerida Joy Ramsay & RMY Trustees (2010) Limited 7,544,0008.60%
David Gregory Carr & Lynette Maree Duncan2,666,6673.04%
New Zealand Central Securities Depository Limited2,028,3092.31%
Danny Chan 1,270,6781.45%
Barry Francis Walker1,164,2711.33%
Michael Walter Daniel & Elizabeth Beatty Benjamin & Michael Murray Benjamin1,083,9911.24%
Alan Paul Terris & Moya Ruth Terris & Terris Trustees Limited 1,049,9791.20%
Selenium Corporation Limited 957,7241.09%
Rangatira Limited700,0000.80%
Kerry Girdwood698,5830.80%
New Zealand Depository Nominee546,8780.62%
Michael Walter Daniel & Nigel Geoffrey Burton & Michael Murray Benjamin500,0000.57%
JBWERE (NZ) Nominees Limited493,4680.56%
Graeme Finch442,0880.50%
Brian Finch442,0750.50%
SUBSTANTIAL PRODUCT HOLDERS
The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct
Act 2013. As at 30 June 2020, details of the substantial product holders in the Company and their relative interests in
the Company’s ordinary shares are shown in the table below. The total number of voting securities (fully paid ordinary
shares) of the Company as at 30 June 2020 was 87,684,882.
Number of Shares
James Ramsay
1
15,288,209
James Ramsay, Nerida Joy Ramsay & RMY Trustees (2010) Limited15,088,001
Gregory Peter Whitham12,926,601
Alan Paul Terris
2
12,502,854
Kaylene Stewart, Larry Stewart & SR Taranaki Trustees Limited12,152,654
Kevin Garnet Smith12,152,653
1
This includes the 14,801,061 shares held by James Ramsay, Nerida Joy Ramsay & RMY Trustees (2010) Limited referred to above.
2
This includes 1,200,011 shares held by Alan Paul Terris, Moya Ruth Terris & Terris Trustee Limited.
OTHER INFORMATION
Auditor’s Fees
PwC has continued to act as auditor of TIL Logistics Group Limited.
During the year ended 30 June 2020, the amount payable by TIL Logistics Group Limited to PwC as audit and review
fees was $353,000. The amount of fees payable to PwC for non-audit work during the year ended 30 June 2020 was
$19,000. This is detailed in Note 8 of the Financial Statements.
Donations
The Company and its subsidiaries made donations totalling $20,000 during the year ended 30 June 2020.
NZX Waivers
There were no waivers granted by NZX or relied on by the Company in the 12 months preceeding 30 June 2020.
ADDITIONAL STATUTORY INFORMATION
ADDITIONAL STATUTORY INFORMATION
7677TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
At TIL Logistics, we believe that good corporate governance is essential to protect the interests of investors and create
and enhance value over the short and long term. We are committed to conducting business in the right way, ethically and
in line with our legal and regulatory obligations.
The Board has adopted corporate policies and procedures that reflect best practice and we follow the principles and
recommendations of the NZX Corporate Governance Code (the Code). We believe that the Company’s corporate
governance practices in FY20 are materially in line with the Code, with further work being undertaken in some areas to
ensure full compliance. The following pages summarise our corporate governance practices and progress in FY20 and
those areas where further work is being undertaken to ensure full compliance..
TIL Logistics takes a continuous improvement approach to corporate governance and policies are reviewed on a regular
basis in line with best practice. Key governance policies and charters can be viewed on the TIL Logistics website at
https://www.til.kiwi/investor-centre/governance.
This governance statement is current as at 30 June 2020 and was approved by the Board on 23 September 2020.
ETHICAL BEHAVIOUR
TIL Logistics expects its Directors and staff to act with integrity and professionalism and undertake their duties in the
best interests of the Company. The Company’s Code of Ethics is available on the Company website and is available to all
staff.
The Code of Ethics is included in the New Employee Induction pack and all employees are required to attest that they
have reviewed and understand the scope of relevant governance policies.
TIL Logistics encourages employees to speak out if they have concerns about any area of the Company. The avenues for
doing so are detailed in the Company’s Whistleblower Policy which is on the Company website.
The Securities Trading Policy, along with the Financial Markets Conduct Act 2013, imposes limitations and requirements
on Directors and employees in dealing in the Company’s shares. These limitations prohibit dealing in shares while in
possession of inside information and impose requirements for seeking consent to trade.
BOARD COMPOSITION AND PERFORMANCE
The TIL Logistics Board comprises five non executive directors. Each Director has experience, skills and expertise that
are of value to the Company. All of the directors are independent directors other than Jim Ramsay, due to his having
been an executive of the Company within the last three years, and also because he is a substantial share holder in the
Company. Profiles of Directors are available on the Company’s website. Directors’ interests are disclosed on page 70 of
the Annual Report.
In order for a Director to be independent, the Board has determined that he or she must not be an executive of TIL
Logistics Group and must have no disqualifying relationships. Independence will be determined by the Board, having
regard to the factors described in the NZX Corporate Governance Code.
The roles and responsibilities of the Board are detailed in the Board Charter, which is reviewed at least every two years
and is available on the Company’s website. The Board’s primary objective is to enhance shareholder value and protect
the interests of other stakeholders by improving corporate performance and accountability.
The Board has delegated authority for day to day leadership and management of the business to the Group CEO, who in
turn has sub-delegated authority to other Company management with specified financial and non-financial limits. There
is a Delegations of Authority Policy, which is reviewed annually by the Board.
The number of elected Directors and the procedure for their retirement and election at Annual Meetings is determined in
accordance with the Company Constitution and NZX Listing Rules.
All Directors are involved in the consideration of Board composition and nominations and take into account a number of
factors including qualifications, capability, experience, judgement and skills, and the ability to work with other Directors.
Shareholders may also nominate candidates for election to the Board. Reference checks are carried out on all candidates
and key information about candidates is provided to shareholders to assist their decision as to whether or not to elect or
CORPORATE GOVERNANCE
re-elect a candidate. New Board members enter into written agreements with TIL Logistics, outlining the terms of their
appointment.
TIL Logistics’ Chair is required to be an independent Director. The Board supports the separation of the roles of Chair and
CEO and the appointment of an Independent Chair.
Directors are encouraged to undertake appropriate training and education to ensure they remain current on how to
best perform their duties. In addition, management provide regular updates on relevant industry and Company issues,
including briefings from senior executives.
All Directors have access to executives to discuss issues or obtain information on specific areas in relation to matters
to be discussed at Board meetings, or other areas as they consider appropriate. The Board Committees and Directors,
subject to the approval of the Board Chair, have the right to seek independent professional advice at the Company’s
expense, to enable them to carry out their responsibilities.
The Company has arranged a policy of Directors’ and Officers’ liability insurance which is underwritten by Vero Liability
Insurance Limited. This policy covers the Directors and Officers so that any monetary loss suffered by them, as a result
of actions undertaken by them as Directors or Officers, is insured to specified limits (and subject to legal requirements
and/or restrictions).
The Board monitors its own performance and will, from time to time, commission an external review to assess the
performance of individual Directors and the Board’s effectiveness.
The Company has written agreements with each Director, outlining the terms of their appointment.
The Board is satisfied that each Director has the necessary time available to devote to the position, broadens the Board’s
expertise and has a personality that is compatible with the other Directors.
DIVERSITY
Diversity at TIL Logistics refers to characteristics of individuals and includes factors such as gender, marital status,
religious belief, colour, race, ethnic or national origin, disability, age, political opinion, employment status, family status
or sexual orientation. It encompasses the ways our people differ in terms of their education, life experience, job function,
work experience, personality, location and career responsibilities. The key aspects that we are seeking are diversity
of thinking and skills, as these attributes are most likely to assist TIL Logistics in delivering better outcomes for our
stakeholders.
Diversity at TIL Logistics is about the commitment to equal employment opportunities and treating all individuals fairly
and with respect. TIL Logistics has a diverse workforce and we recognise that everyone has individual differences which
can be leveraged to create stronger teams and which will ultimately drive stronger business performance.
Our approach to diversity is outlined in the Diversity Policy, which is available on the Company’s website.
Key areas of focus are:
• Recruitment and retention of a diverse workforce
• Supportive working environment
• People development
• Recognition and reward based on merit
As at 30 June 2020, females represented 18% (2019: 18%) of Directors and Officers of the Company (an officer is a person
who reports directly to the CEO). Females represented 16% (2019: 16%) of all employees of the Company.
FY20FY19
Female MaleFemaleMale
Directors 1413
Officers29211
All Employees 2321,2452421,269
The Board is satisfied with the initiatives being implemented by the Group and its performance with respect to the
Diversity Policy. The Board has not currently set measurable objectives under the Policy for achieving diversity (as
is recommended by the NZX Corporate Governance Code), as the Board has considered diversity outcomes can be
achieved without measurable objectives.
7879TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
BOARD COMMITTEES
The Board has delegated a number of its responsibilities to Committees to assist in the execution of the Board’s
responsibilities. The use of Committees allows issues requiring detailed consideration to be dealt with separately by
members of the Board with specialist knowledge and experience, thereby enhancing the efficiency and effectiveness of
the Board. However, the Board retains ultimate responsibility for the functions of its Committees and determines their
responsibilities.
The Committees meet as required and have terms of reference (Charters), which are approved and reviewed by the
Board.
Minutes of each Committee meeting are available to all members of the Board, who are all entitled to attend any
Committee meeting. Each Committee is empowered to seek any information it requires from employees in pursuing its
duties and to obtain independent legal or other professional advice.
The membership and performance of each Committee is reviewed annually. Management attendance at Committee
meetings is by invitation only.
Special purpose Committees may be formed to review and monitor specific projects with senior management. In the
case of a takeover offer, TIL Logistics would engage expert legal and financial advisors to provide advice on procedure.
Formal Takeover protocols have been developed and formally adopted by the Board in compliance with
Recommendation 3.6 of the NZX Corporate Governance Code.
The Board committees as at 30 June 2020 were:
CommitteeRoleMembers
Risk Assurance and Audit CommitteeAssist the Board in its oversight of the integrity
of financial reporting, financial management and
controls, external audit quality and independence,
and the risk management framework.
Lorraine Witten (Chair)
Trevor Janes
James Ramsay
Danny Chan
Governance and Remuneration
Committee
Assist the Board to establish and maintain a strong
governance framework overseeing the management
of the company’s people, remuneration and
diversity policies.
Danny Chan (Chair)
Trevor Janes
James Ramsay
Attendance at Board and Committee Meetings
Board
Risk Assurance
and Audit
Committee
Governance &
Remuneration
Committee
TOTAL MEETINGS HELD2292
Trevor Janes 2292
Lorraine Witten 2192
James Ramsay 2061
Danny Chan2192
Peter Dryden
1
1741
1
Appointed October 2019
REPORTING AND DISCLOSURE
TIL Logistics is committed to keeping investors and the market informed of all material information about the Company
and its performance, in a timely manner. In addition to all information required by law, we also seek to provide sufficient
meaningful information to ensure stakeholders and investors are well informed.
The Company’s Continuous Disclosure Policy sets out the principles and requirements of this commitment to timely and
balanced disclosures.
Key corporate governance policies are available on TIL Logistics’ website at
https://www.til.kiwi/investor-area/governance/
Financial Reporting
For the financial year ended 30 June 2020, the Directors believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the financial position of the Company and facilitate compliance
of the financial statements with the Financial Markets Conduct Act 2013. The Chief Executive Officer and Chief Financial
Officer have confirmed in writing that TIL Logistics Group’s external financial reports present a true and fair view in all
material aspects.
Non-financial reporting
TIL Logistics has a number of initiatives supporting its focus on the environment, people and communities. A process
to measure carbon emissions and develop a formal ESG framework is currently underway and the Company will report
against this at the end of the next financial year. As a result, TIL Logistics is not in full compliance with Recommendation
4.3 of the NZX Corporate Governance Code. TIL Logistics discusses its strategic objectives and its progress against these
in the Chair and CEO’s commentary in shareholder reports.
REMUNERATION
Remuneration of Directors and senior executives is the key responsibility of the Governance and Remuneration
Committee. External advice has been sought to ensure remuneration is benchmarked to the market for senior
management positions and Board positions.
Details of Director and Executive Remuneration in FY20 are provided on pages 72 to 73.
RISK MANAGEMENT
The Board has overall responsibility for the Company’s system of risk management and internal control and has
procedures in place to provide control within the management and reporting structure.
In addition, the Risk Assurance and Audit Committee (RAAC) provides an additional and more specialised oversight of
Company risks. The RAAC Charter details the specific responsibilities of the Committee regarding Risk Assurance.
Financial statements are prepared monthly and are reviewed by the Board progressively throughout the year to monitor
management’s performance against budget goals and objectives, and the Board requires managers to identify and
respond to risk exposures.
A structured framework is in place for capital expenditure, including appropriate authorisation and approval levels which
place an emphasis on the commercial logic for the investment. Under a formal Delegation of Authority policy the Board
has set limits to management’s ability to incur expenditure, enter into contracts and acquire or dispose of assets.
Risk profiles which identify, assess, monitor and report the Company’s key business risks are formally reviewed by the
Board annually as part of the Board’s risk assessment process. These risk profiles also identify the key risk mitigation
strategies which are in place. A summary is below:
Key RiskMitigation
CompetitionTIL is focused on continually improving its offer to customers and enhancing
the customer experience. Investment is being made into IT and capacity
to further strengthen TIL’s end to end supply chain offer and enhance the
customer experience.
Financial risksManaging financial risk is an ongoing process in all businesses.
A key focus for business managers is cash flow management. Financial
policies and procedures are in place and monitored to ensure the business is
managed within the limits on a continuous basis. This risk is managed by the
Board Risk & Assurance and Audit Committee.
Crisis EventsNatural disasters and other crisis events in New Zealand can have an impact
on how we operate our business. The Group is implementing a proactive
risk management approach for each Division in the areas of supply chain,
employees and business infrastructure in case of a natural disaster. Business
Continuity Plans are in place for each business and pre- and post-disaster
planning reviews are conducted.
EconomyWe carefully monitor economic trends and each business is tasked with
identifying potential risks and developing strategic plans which take these
into account.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
8081TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
Cyber SecurityThe company has data security systems and protocols in place, which are
continuously reviewed and updated for improvement.
Cyber Security Audits are undertaken throughout the year.
Health & SafetyWe have a programme and policies focused on identifying and mitigating
health and safety risks within the business. We monitor and measure key
metrics and report on these regularly to the Board. Preventative and recovery
processes and controls are implemented across the business.
Crisis plans have been developed along with agreed protocols on actions to be taken and external and internal
communication protocols.
Occupational Health and Safety statistics and reported data from each business are reviewed at each Board meeting.
This includes serious and minor incidents along with near misses and corrective actions and internal training schemes.
The Board as a whole is responsible for monitoring corporate risk assessment processes and this is not delegated to a
subcommittee.
HEALTH AND SAFETY
Staying safe, keeping others safe, and being corporately responsible are fundamental to what we are as an organisation.
Operating our business in this way helps us deliver on our vision of “No Harm to People, the Environment or Assets”.
Paying close attention to safety, wellbeing, sustainability, ethics and integrity go hand in hand with that vision.
The Board is committed to ensuring a high quality, safe and healthy environment for all TIL Logistics people, our visitors,
partners and those we interact with on the road. This means we make the safety and wellbeing of our employees,
contractors and communities our priority.
People safety is a key priority, one of our core values and an essential component to everything we do. We are
committed to developing, improving and reinforcing our safety culture. The key to this is improving leadership capacity
and simplifying our tools and systems.
We track safety performance to identify patterns to help prevent incidents – for example, by determining fatigue trends
we can schedule activities to avoid particular times of the day when we know incidents are more likely to occur. “Health,
Safety and Sustainability” results and reported data from each Business Unit and at a Group level, are reviewed Monthly
at each National Health & Safety Committee Meeting and at each Board meeting. This includes training, serious accident,
incident and minor event data as well as near misses, observations and corrective actions.
During the year we took steps to operationalise our safety and sustainability teams with a revised focus and functional
framework, using improved measurement and analytics tools, “in cab” technologies and other technology that move us
beyond traditional safety metrics – bringing factors like weather and vehicle data into the picture – to identify leading
indicators of injuries and illness and factoring our learnings into revised safety practices in all parts of our business.
In addition, an independent external review of the Company’s health and safety management system was undertaken and
a centralised health and safety team was established with representation at the Company’s Executive Committee.
The National Health and Safety Committee is an executive group that meets monthly for the purposes of health
and safety management across the Group. In addition, the Board receives monthly reports on the health and safety
performance across the Group, including performance against plan, near miss reporting, progress with safety related
initiatives and reviewing lead and lag indicators of performance.
As a company with over 900 vehicles in the fleet, road safety is a critical risk factor. We have a dedicated team of driver
trainers to educate and support our drivers, alongside the increased use of in cab technologies. An increasing focus is
becoming the risks around mobile plant more generally in our warehouses, freight depots and cross docks.
The Company’s injury frequency rates provide a lag indicator of performance with both the LTI and TRIFR rates reducing
for the sceond year in a row.
2018 20192020
Lost time injury frequency rate28.9325.3624.50
Total recordable injury frequency rate84.1571.3562.18
AUDITORS
External audit
For the year ended 30 June 2020, PricewaterhouseCoopers was the external auditor of TIL Logistics Group Limited.
The Risk Assurance and Audit Committee monitors the ongoing independence, quality and performance of the external
auditors and audit partner rotation. The Committee pre-approves any non-audit work undertaken by PwC. The non-audit
services in the year ended 30 June 2020 are set out in the Annual Report. Those services were provided in accordance
with the company’s External Auditor Independence Policy and were assessed by the Risk Assurance and Audit
Committee as not affecting PwC’s independence. The fees paid for audit and non-audit services in FY20 is identified on
page 75 of the Annual Report. The external auditors will attend the 2020 Annual Shareholders Meeting.
Internal Audit
TIL Logistics has a number of internal controls, including controls for computerised information system, security, business
continuity management, insurance, health and safety, conflicts of interest, and prevention and identification of fraud.
The Company does not have a formal internal audit function but is continuing to develop a framework for the function.
During FY20 external resources were used to evaluate risk and risk management in two key areas of the business.
SHAREHOLDER RIGHTS AND RELATIONS
The Board is committed to open and regular dialogue and engagement with shareholders. TIL Logistics has developed
an investor relations programme which includes regular dialogue with investors, analysts and investor meetings, and
earnings announcements. The programme is designed to provide shareholders and other market participants the
opportunity to obtain information, express views and ask questions.
Shareholders are actively encouraged to attend the Annual Meeting and may raise matters for discussion at this event,
and vote on major decisions which affect TIL Logistics. Voting is by poll, upholding the ‘one share, one vote’ philosophy.
Shareholders are also able to vote by proxy ahead of meetings without having to physically attend those meetings.
Shareholders are encouraged to communicate with the Company and its share registry electronically.
In addition to shareholders, TIL Logistics has a wide range of stakeholders and maintains open channels of
communication for all audiences, including brokers, the investing community and the New Zealand Shareholders’
Association, as well as its staff, suppliers and customers.
TIL Logistics has a number of policies which uphold stakeholder interests Including but not limited to the Securities
Trading Policy, Market Disclosure Policy and Code of Conduct.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
82TIL LOGISTICS GROUP LIMITED ANNUAL REPORT 2020
GLOSSARY
GLOSSARY
Non-GAAP financial information: TIL Logistics Group uses several non-GAAP measures when discussing financial
performance. These include Earnings Before Interest, Tax, Depreciation and Amortisation, Share of (Loss)/Profit
of Associates and Impairment of Goodwill (EBITDA), adjusted EBITDA excluding non-trading costs and adjusted
Net Profit/Loss After Tax (NPAT/NLAT) excluding non-trading costs. Management believes that these measures
provide useful information on the underlying performance of TIL Logistics’ business.
EBITDA refers to Earnings Before Interest, Tax, Depreciation and Amortisation excluding income from associates.
EBITDA is a non-GAAP profit measure.
NPAT/NLAT refers to net profit/loss after tax.
Adjusted EBITDA/Adjusted NPAT: Removes the impact of non-trading costs. The Board believes this provides a
better reflection of the company’s underlying performance.
DIRECTORS
Danny Chan
Appointed 6 December 2017
Trevor Janes
Appointed 6 December 2017
James Ramsay
Appointed 6 December 2017
Lorraine Witten
Appointed 6 December 2017
Peter Dryden
Appointed 23 October 2019
RISK ASSURANCE & AUDIT COMMITTEE
Lorraine Witten (chair)
Trevor Janes
James Ramsay
Danny Chan
GOVERNANCE AND REMUNERATION COMMITTEE
Danny Chan (chair)
Trevor Janes
James Ramsay
REGISTERED OFFICE AND ADDRESS FOR SERVICE
330 Devon Street East
New Plymouth
AUDITORS
PricewaterhouseCoopers
PwC Tower
Level 27
15 Customs St West
Auckland
BANKERS
ASB Bank
North Wharf
12 Jellicoe Street, Auckland
SOLICITORS
Harmos Horton Lusk Limited
Vero Centre
48 Shortland Street, Auckland
SHARE REGISTRAR
Link Market Services Limited
Deloitte Centre
80 Queen St, Auckland
DIRECTORY
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- TRA — Turners Automotive Group: Annual Report 20202020-07-30
“RESILIENT BUSINESS TRUSTED BRANDS ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2020 Turners Cars North Shore, Auckland On behalf of the Board and management of Turners Automotive Group Limited, we are pleased to present the Annual Report for the financial year ended 31 Ma…”