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TIL Logistics Group Annual Report

Annual Report23 September 2020MOVIndustrials

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

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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

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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.

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