Freightways Group Limited logo

Annual Report and Section 209c Notice

Annual Report30 September 2020FRWIndustrials

Moving forward
Freightways Limited and its subsidiaries

Annual Report Financial Year ended 30 June 2020

We’ve never
been afraid to

be the first to do

something –

if it’s the right

thing to do.

23

freightways.co.nzIntroduction

This year we’ve successfully

expanded into new areas

because we saw opportunities

to add value across several

sectors. We invested in Big

Chill because we knew there

was growth potential in the

food supply chain. We’ve

revamped and strengthened

courier businesses like

NOW to continue delivering

at the high service levels

our customers expect.

We introduced a trans-Tasman

air freight service to help

exporters deliver to their

Australian markets. And we

introduced Pricing For Effort

(PFE) to ensure our drivers

take home the earnings they

deserve, and the business

improved its margin on

residential deliveries.

Of course the country’s

response to the threat of

COVID-19 affected us, just

like it did all New Zealand

businesses. But it also

brought out the best in

our culture.

Right across our brands,

people stepped in to help

where help was needed.

Good things happened.

Every day.

Like all businesses, we’ll

respond to the ebbs and

flows of what has happened

in ways that protect our

business and respect the

expectations of our investors.

But entrepreneurship will

remain our constant.

We have always been,

and will always be, a

company that grows on

the strengths of what we

accomplish together.

Contents
The Freighways family:

A warm welcome to Big Chill

22

Our people during lockdown:

Leaning into lockdown

12

International airfreight service:

Keeping the freight moving

28

Using data to re-think our

customer journeys

38

NOW Couriers:

NOW changes the rules

44

KidsCan partnership:

Can do for KidsCan

42

The true cost to serve:

Pricing for effort

24

06 Highlights

08 Growth strategy

10 Business impacts and actions - COVID 19

14 Chairman and CEO’s report

22 The Freightways family

24 The true cost to serve

26 People

28 International airfreight service

30 Sustainable Development Goals

38 Using data for customers

40 Community

42 KidsCan partnership

44 NOW Couriers

46 Our Board

47 Our leadership team

48 Directors’ report

56 Independent auditor’s report

118 Shareholder information

120 Corporate governance

45

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzContents

Lockdown challenged us.
But it also motivated us.

Thinking laterally, understanding our capability deeply

and acting quickly gave us the ability to pivot in lockdown

and take advantage of opportunities that emerged.

In COVID-19 Alert Level 3 the unprecedented freight

volumes that passed through the Express Package

network - plus the commencement of our international

scheduling for our 737 fleet - characterised lockdown

for many of our people.

Delivered 87% of residential items within

1 day and 95% within 2 days during the level 3

online shopping boom

Provided 1.4 million kgs of

international airfreight capacity

Hosted 2.5TB of eDiscovery data

every month

Lost Time Injury Frequency Rate

of 10 (LTIFR)

Improved pricing by $0.73 per item for

residential addressed parcels

An increase of 50% in residential

volumes during level 3 lockdown

Processed 2,700,000 kgs of

non-paper destruction

2.7million

Facilitated 200 staff through leadership

development training and 250 leaders through

Mental Health Awareness training

Our Business Mail division continues

to perform well despite current

market and competitive dynamics.

Nimbleness and a culture of

customer care keeps brands DX

Mail and Dataprint in a good position

leading into 2021.

Airfreight volumes increased this year

(30 million kgs domestically and 1.4

million kgs internationally) with the lift-off

of our daily trans-Tasman 737 freight

service. Excited by the ability to use our

aircraft assets around the clock, the

service enabled exporters to get product

to Australian markets at a time when

passenger aircraft freight capacity had

dropped dramatically.

38 million

mail items

31.4

million kgs

Total gross GHG emissions (tCO2e)

per million dollars of revenue

Toitū carbonreduce certified

FY20 to be certified in November 2020

FY13/14

136.64

FY14/15

123.02

FY15/16

105.01

FY16/17

102.93

FY17/18

95.57

FY18/19

90.85

FY19/20

103.40

Year-on-year reduction

10.0%

14.6%

2.0%

7.2%

4.9%

(13.8%)

FY19/20 emissions excludes Big Chill emissions which will be included from FY21 onwards.

FY19/20 total gross GHG emissions per million dollars of revenue increased due to international airfreight flown during the year (see page 28) and

the impact of reduced revenue as a result of COVID-19 but with minimal reduction in network emissions to maintain the level of reach and service.

67

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzHighlights

Freightways Limited
and its subsidiaries

freightways.co.nz

Our market leading brands combine density with specialist knowledge in each niche.

We work across a range of business sectors, achieving high levels of quality and efficiency,

through our focus on adding value to how we pick-up, process and deliver. Our strong culture

and commitment unifies our people and feeds our deep team spirit. That spirit shone through

this year in the way our people came together to help each other out during lockdown.

Express Package

Our multi-brand strategy in the

New Zealand courier market caters

to a range of customer needs and

delivery timeframes. All share branch

networks, air and road linehaul, and

IT. These brands include New Zealand

Couriers, Post Haste, Castle Parcels,

NOW Couriers, SUB60, Security

Express, Kiwi Express, Stuck, Pass

the Parcel and most recently Big Chill

Distribution. We also offer airfreight

capability for our overnight Express

Package delivery service through our

joint venture airline, Parcelair.

Mail Delivery

DX Mail is New Zealand’s only

dedicated Business Mail specialist;

offering time-sensitive, physical

postal services, from door-to-door

to box-to-box.

Digital Mailhouse

Dataprint offers mailhouse-print

services and digital mail presentation

platforms across New Zealand.

Our technology and solutions

transform data into effective

communications for customers.

The Information Management Group

The Information Management Group

helps businesses protect and add-

value to the data they entrust us with.

It offers physical storage and

information management services,

as well as digital information

processing services such as

digitalisation, business process

outsourcing, online back-up and

eDiscovery services.

Secure Destruction

Shred-X offers document destruction,

eDestruction and product destruction

services. The business also provides

medical waste services under the

Med-X brand.

That spirit shone

through this year

in the way our

people came

together to help

each other out

during lockdown

Express

Courier

Temperature

Controlled

Aviation

Mail Delivery

Document Media

& Storage

Digital Information

Processing

Online

Back-up

Document &

eDestruction

Product

Destruction

Medical

Waste

Digital

Mailhouse

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Freightways’ market leading brands

Our business model

is highly responsive

89

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzFreightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Growth Strategy

COVID 19
By division

ACTIONSIMPACTS

Led the industry with contactless

deliveries

1,000 staff worked from home

Range of onsite precautionary

measures

Reduced hours worked

through lockdown

Elimination of travel and

discretionary spending

Savings in salaries, wages and

directors fees

Extended and renegotiated

lending facilities

Heightened focus on

cash collection

Business impact and actions

Range of health and

safety measures

Streamlined overtime

and use of casual labour

Reduced non-essential

capital expenditure

$

Of new equity through use of the

Dividend Reinvestment Plan and partial

payment of the Big Chill acquisition

$54

million

Information Management

Revenue comparison year-on-year

Apr

May

Jul-Mar

Jun

-19. 6%

-18.7%

-0.7%

2.8%

Express Package

Revenue comparison year-on-year

Jul-Mar

Apr

May

Jun

2.4%

-33.0%

4.8%

10 .1%

Network Courier Items by Delivery Point

B2B, B2C Mix (in 2020)

Rural

Business

Residential

Note: For like for like comparison,

the Express Package graph

excludes contribution from Big Chill

Note: For like for like comparison,

the Express Package graph

excludes contribution from Big Chill

Mar

Apr

May

Jun

Jul

1011

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzBusiness impacts and actions

Our people during lockdown
It all happened so quickly, says

Lorna Fisher (National Sales

Manager - Business Development

for New Zealand Couriers).

“One minute we were working as

normal and then overnight we were

in COVID-19 level 4, faced with the

technical challenges of enabling

our teams to efficiently look after

our customers while safely working

away from the office.”

There were upsides. Lorna said

working from home meant she was

able to do a 7km walk in the morning

and still be at work by 7:30 am. That

got her ready for the emotional

challenges of the day ahead as

customers tried to either get their

freight on the essential service list,

or had to change their business model

completely and set up new systems

and sales solutions.

“My core objective during COVID-19

was to intensify communication with

our managers to empower them to

effectively lead their teams,” she

says. “We also proactively sought out

potential customers to see if they

needed assistance. This approach

proved to be really valuable for these

customers - they commented that they

could not believe how much we were

going out of our way to accommodate

their needs.

Jillian Hedgman is Regional Sales

Manager for Auckland, overseeing

sales for North Harbour, West

Auckland, parts of Manukau, as

well as Whangarei.

During lockdown, many customers

shifted their focus from B2B (business

to business) to B2C (business to

consumer), she says. “Without any

hesitation we all mucked in to make

sure that we were able to deliver for

New Zealand businesses, with a focus

on recovering cost to ensure our

couriers were getting paid for the effort

they put in.”

People stepped up in all sorts of ways.

Team members who didn’t need to

look after dependants during lockdown

were literally helping the operations

team and courier drivers during the

week days. Others who did need to stay

at home to look after family members

spent their weeks working with

customers over email/phone and other

online portals.

“On the weekends we were all doing

deliveries and assisting our couriers

where they needed us the most.”

Jillian was one of many doing

deliveries over the weekends and says

the experience gave her an incredible

insight into what couriers do each day.

“Part of being inducted into the

business is to go out and do deliveries.

Having been here 16 years, it was

good to see this again and how the

day in a courier van has changed.

Our couriers worked so hard every

day throughout lockdown.”

Leaning into

lockdown

“We had record new business

numbers in these months due to

our team’s tenacity and customer-

centric attitude.”

One of the most humbling solutions

Lorna was involved with was for

Auckland Council, who aligned

themselves with Countdown, Spark

Arena and New Zealand Couriers

to send out essential care packages

containing food and toiletries for

families in need. Couriers picked

up and delivered over 60,000 care

packages over COVID-19.

The contractors also soon understood

the impact they were having on these

families from the feedback they were

getting on delivery. They even managed

to make a delivery to an address given

as: “Man in the van in a parking lot”.

“ I have been with New

Zealand Couriers for

13 years and I have

never been more proud

of the company that I

work for or the people

I am privileged to call

colleagues and friends,”

says Lorna.

Leseia Fewtrell (National

Business Development Manager)

and Stacey Collis (Commercial

Manager) normally work in the

National Sales team at Post Haste

Group head office.

During COVID-19 level 3, they swapped

corporate attire for active wear,

their cars became courier vehicles

and their mobile phones transformed

into scanners.

“Our primary focus was to deliver the

Ministry of Education packs direct to

the homes of school children. The first

part of our morning was spent sorting

the school packs into streets, then

building our runs to ensure we got as

much density as possible.”

Leseia and Stacey’s story

Some days were much better than

others, they say, with average

deliveries being around 80 items each,

with a peak of around 160 items.

“We were presented with hundreds

and hundreds of items every day...

and just when we thought we had

made progress another large load

would arrive.”

There were plenty of challenges,

with homes they couldn’t reach

because of locked gates, residents

not willing to open their doors and

incorrect addresses. There were many

hair-raising moments too, particularly

with dogs that simply appeared out of

nowhere. Both Stacey and Leseia had

times when they had to jump into their

cars to avoid potentially being bitten.

“ We got to meet many

lovely people,” the

women say. “The

highlight was seeing the

pure joy and excitement

on the faces of the

younger children when

they received their

school packs. The older

children were perhaps

not as enthusiastic.

We felt the huge relief

from the parents too.”

Lorna and Jillian’s stories

1213

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nz

1213

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Our people during lockdownfreightways.co.nz

Full year
review

The response by our teams across

all businesses was outstanding.

We would like to acknowledge the

extraordinary efforts of all of our

staff and contractors in delivering for

our customers during the year, and

particularly in the challenging last few

months - where COVID-19 has changed

the shape of the environments in which

we operate. There have been so many

heart-warming stories of the efforts

our people made to connect essential

goods to their intended recipients, on

time and in full.

Just days into level 4 lockdown in

New Zealand the company also

completed the acquisition of Big Chill

Distribution Limited (Big Chill) after

receiving approval from the Overseas

Investment Office (OIO). The forced

timing of the transaction along with

the dramatic drop in volume in the

initial week of level 4 lockdown

trading, resulted in us renegotiating

the terms of the deal to partly settle

the transaction in shares, thus

preserving cash.

The business has demonstrated strong

resilience. Our financial results in FY20

are naturally affected by the lockdowns

in both New Zealand and Australia.

Pleasingly, following the initial drop in

activity during lockdowns, our position

has steadily improved through the lifting

of restrictions, although the recovery in

Australia has now been affected by the

situation in Victoria and New Zealand

has experienced another lockdown,

albeit not to the extent of the level 4

lockdown which restricted our customer

activity to only essential services.

The current environment remains

highly uncertain, with a resurgence of

COVID-19 across the globe increasing

the risk of further trading and travel

restrictions. The board feels the

prudent course of action is to not

declare a final dividend for FY20 given

the uncertainty in both the NZ and

Australian markets. While recent

trading has been strong in NZ, there

has been a recent return to level 3

lockdown in Auckland and level 2

nationally along with a continued

severe lockdown in Victoria. The

consensus is the full economic impact

has yet to be felt in either country

at this stage. Notwithstanding our

current performance, this decision

also better positions our balance

sheet for an uncertain wider economic

impact and preserves headroom

for potential growth opportunities

which may emerge from the current

environment. It is also important to

acknowledge that many of our team,

including management and directors,

took pay cuts through the quarter and

that some of our businesses accessed

the government wage subsidy to

ensure that we kept our people in

work. For all of these reasons we

feel not declaring a final dividend for

FY20 is a one-off decision and is the

right thing to do. At this point, we do

envisage a resumption of dividends

in the current financial year (FY21),

subject to a continuation of our current

trading conditions.

Getting through the work

COVID-19 drove changes in consumer

behaviour and, following the initial

impact of lockdowns in NZ, the

courier industry has seen a surge in

the number of parcels. While some

of our competitors struggled to cope

with that flow, our people responded

to the change in volumes and got on

with making it work. The teamwork

amongst the businesses was inspiring.

Our people volunteered for roles as

freight sorters and couriers to get the

job done.

Mark Verbiest

Freightways Chairman

In the last quarter of this financial year, every one

of Freightways’ business units was called upon to

provide essential services during the COVID-19

lockdowns in New Zealand and Australia.

The challenges were many and varied: from the

delivery of food and personal protective equipment

(PPE), the retrieval of hospital files held in offsite

storage and the establishment of new trans-Tasman

airfreight services to keep export markets open, to

the collection of medical waste from newly formed

quarantine facilities. Freightways’ brands helped to

pick-up, process and deliver over 20 million essential

items for our customers.

Chairman and CEO’s report

15

freightways.co.nz

14

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

15

Chairman and CEO’s reportfreightways.co.nzFreightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

14

73c
An additional 73cents per item has been

achieved through Pricing For Effort (PFE)

for items delivered to residential addresses.

Of international trans-Tasman airfreight capacity as part

of the International Air Freight Capacity Scheme.

1.4m kgs

We had to react quickly and decisively

because level 4 lockdown had such

a deep and immediate effect on us.

Express Package volumes initially

dropped by 65% while Information

Management activity in New Zealand

ground to a halt, leaving us with just

storage revenue. In Australia, the

decrease in Information Management

activity was around 25% but while

the impact has been shallower, it has

also been more prolonged than in

New Zealand and continues into FY21

particularly in Victoria and NSW.

We quickly adapted to this dramatic

reduction in activity, cutting our

discretionary costs, reducing our wage

and salary costs by rostering for lower

volumes, taking leave without pay and

through most of our team working

less hours to reduce our overall labour

costs. In line with lower volumes, our

businesses moved quickly to right

size operations by removing linehaul

runs, flights and other variable costs

to minimise the impact on profitability.

In addition, Directors and senior

executives took a 20% cut in fees and

fixed salaries in the quarter.

We applied for the New Zealand

Government Wage Subsidy for those

businesses that incurred a greater-

than-30% decline in revenue. This

enabled us to continue to retain our

staff in those businesses. A number

of our businesses did not meet this

threshold and either did not apply or

promptly returned the subsidy when

that became clear.

Our unfaltering entrepreneurial spirit

During this period of time, we managed

to do three things that perfectly capture

the entrepreneurial spirit that makes

Freightways successful.

We commenced new services and

quickly grew existing ones, such as

trans-Tasman airfreight charters

through our aviation joint venture

with Airwork, rapidly expanded medical

waste collections through Med-X in

Australia in response to the need to

dispose of PPE, and a new premium

same-day guaranteed delivery service

across Auckland with NOW Couriers.

Secondly, we maintained our service

levels through the spikes in B2C (home

delivery) volumes which occurred

during level 3 lockdown.

Finally, while we were in lockdown

(4 days in, in fact) we completed the

acquisition of Big Chill, settling the

transaction with a combination of cash

and shares.

• This has accelerated a trend that

was already expected before the

epidemic, and for which we had

been preparing through our Pricing

For Effort (PFE) programme. B2C

deliveries attract lower margins

than B2B, but this situation is

improving and we expect to continue

to make progress in this area over

the coming years;

• Pricing for Effort (PFE) of 73c per

item has thus helped considerably

through the heightened B2C volumes

our brands have experienced since

level 3 lockdown;

• Residential productivity through the

lockdown period increased by 17%,

assisted by less congested roads

and a greater proportion of first-time

deliveries because receivers were

home to accept items;

• Courier pay was impacted by the

COVID-19 lockdown period, being 2%

behind last year’s average of $103k

p.a. per contractor. Self-employed

Business Unit performance

Each line of business experienced

a range of impacts through the year.

The highlights are listed below along

with our strategic direction in the

near term.

Express Package

• Steady increases in organic volume

up until March 25th (when level 4

lockdown began in New Zealand) had

generated encouraging revenue and

margin gains in that month;

• As New Zealand moved through

lockdown levels 4 to 2, we

experienced growth in the proportion

of B2C freight from the combination

of supporting our customers who

were changing their models to

enable B2C for their essential items

as well as increasing charitable

deliveries (performed at cost).

By June, this B2C proportion had

moderated from around half of

all deliveries back to 24%, still 4%

higher than pre- COVID-19;

“ Our financial results in

FY20 are naturally affected

by the lockdowns in both

New Zealand and Australia.

Pleasingly, following the

initial drop in activity during

lockdowns, our position has

steadily improved through

the lifting of restrictions”

contractors were able to draw on

the government wage subsidy if

their income dropped by 30% in a

given month;

• Volumes in June, July and August

to date have been stronger than

expected, which we attribute to

market share gains and also

higher levels of organic trade

from many customers;

Freightways CEO,

Mark Troughear

17

freightways.co.nz

16

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

17

Chairman and CEO’s reportfreightways.co.nz

16

The year ahead
Express Package will continue

to focus on building our market

positions through providing superior

levels of service and pricing our

services appropriately.

This focus will include introducing a

further phase of our PFE strategy

for B2C deliveries. It is critical that our

contractors are remunerated through

item revenue (rather than company

subsidies) for the effort required

for residential deliveries. We will

implement additional customer-facing

IT systems to make it even easier for

customers to deal with us and provide

them and their receivers with greater

visibility. We will also continue to exploit

our multi-brand strategy through

positioning our brands to meet the

needs of different customer segments.

Our latest initiative sees us position

NOW Couriers as our guaranteed same-

day Auckland service provider, giving

customers peace of mind and surety.

Big Chill’s expansion into 3PL in

Auckland will be a focus as well

as taking advantage of a larger

temperature-controlled Wellington hub.

Customers will be able to benefit from

a fully outsourced storage, picking &

labelling service that links seamlessly

into Big Chill’s national delivery

network. There are a number of new

market opportunities for Big Chill,

some of which will leverage the ability

to provide a last-mile express delivery

service to customers as well as

improving their customer experience

by leveraging our suite of express

package technology.

Business Mail

• The volume trajectory for Business

Mail followed a similar trend to that

of Express Package. By the end of

June, volumes had recovered to be

marginally higher than the previous

year. This was particularly pleasing,

although we received slightly lower

revenue per item as a result of direct

price-based competition for mail

being delivered to those areas that

DX Mail services;

• Through lockdown, DX demonstrated

the ability to flex its cost base to a

greater degree than larger fixed cost

operators. It was satisfying to see the

co-operation between businesses

• We remain wary as volumes are

still sensitive to overall economic

conditions. At this stage, they seem

to be driven by a combination of

pent up demand, stronger than

expected retail sales and sustained

B2C volumes;

• Big Chill initially suffered a 22%

decline in revenue through level 4

and 15% through nationwide level 3.

Despite this, the business was able

to adjust quickly and reduce costs in

response to lower demand. Business

conditions had improved by June, with

the last month of the year delivering

revenue growth of 15% on the pcp;

• Through Q4 we provided 1.4m kgs

of international trans-Tasman

airfreight capacity as part of the

Government’s International Airfreight

Capacity Scheme. The profitability of

this service depends heavily on the

degree of utilisation. This has varied,

as the Australian States transition

through various phases of lockdown

but is overall a positive contributor

to performance. The agreement has

been extended through until the

end of August when it will again be

reviewed by the Government.

“ Express Package will

continue to focus on

building our market

positions through

providing superior

levels of service and

pricing our services

appropriately. ”

to lend support as volumes ramped

up in the Express Package division.

DX employees offered to assist

the courier brands, helping us to

maintain very high standard of

on-time delivery.

• Despite a 30% reduction in mail

volumes during the months of April

and May overall, DX Mail volumes

for the full year grew by 4%. This

growth was achieved through market

share gains obtained on the basis

of better and more frequent mail

delivery services.

The year ahead

DX will expand its delivery network

in response to customer demand.

We expect demand to remain strong

although with a lower margin than

in previous years due to the ongoing

impact of our competitor’s zonal

pricing programme. Our experience

is that many customers request and

reward high levels of service and we

will continue to focus on providing

a high delivery standard to those

customers who require it.

Information Management

• Storage revenue was solid through

the year and particularly resilient to

the impacts of COVID-19. However,

the number of new archives coming

into facilities virtually halted as

lockdowns occurred in New Zealand

and Australia;

• Collection and retrieval of archives

and media tapes reduced by 90%

in New Zealand and by about 25%

in Australia in the last quarter of

the year;

• Our litigation support services – in

particular print and copy services

were also heavily impacted as

lawyers vacated their offices as

a result of COVID-19 and have

remained working from home, in

many cases reducing the demand

by up to 50% for printed material.

• There have been positive signs

of recovery in New Zealand, but

Australia will take longer to recover

because staff in many organisations

continue to work from home. CBD

areas in particular are still devoid of

many of their office staff;

• The digitalisation project that

TIMG had geared up for late last

year did eventually commence,

but at lower levels of activity than

expected because physical data

was difficult to collect during COVID

restrictions. This project is expected

to be broken into stages and will

take longer to process than initially

anticipated. The combination of these

various negative trends

has led to our decision to partially

impair our litigation support

business in Australia.

The year ahead

With a lower level of storage facility

utilisation than we would have liked,

we will assess a number of alternate

opportunities to generate revenue from

our warehousing footprint. There is an

encouraging pipeline of digitalisation

opportunities in Australia, which

our team will look to capitalise on to

provide on-going revenue in FY21.

We will also continue to review

our range of services. In FY20,

we created a Product Development

team to look at ways we can grow

our existing services as well as

19

Financial Statementsfreightways.co.nz

18

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Chairman and CEO’s reportfreightways.co.nz

look to systematically develop new
revenue opportunities. The team

has assessed 12 concepts to date with

3 progressing to prototypes and early

stage customer acquisition.

Secure Destruction

• In New Zealand, document

destruction came to a complete

standstill in April but has recovered

well since level 2 lockdown came

into effect. In Australia, there was a

15% reduction in activity from March

and, despite pockets of recovery,

the recent lockdown in Victoria

has meant that it is likely to take

longer to return to pre-COVID-19

levels. However, volumes of paper

collected by both businesses have

been encouraging and paper pricing

is stable;

• The collection of medical waste

experienced two opposing impacts

with many hospitals and clinics

seeing fewer patients, but newly

established quarantine facilities

requiring brand new services;

• Revenue from high-value recyclables

(eWaste, coffee cups, packaging

waste) had been growing well off

a very small base but also took a

hit during the close down of Quick

Service Restaurants in Australia.

However, it remains an area of focus

for the business as we develop our

networks and capabilities.

The year ahead

Growing non-paper sources of waste

that can be diverted from landfill,

or treated to add value, will be a key

strategy for Shred-X in FY21 as will

taking advantage of newly acquired

medical waste processing capability

in New South Wales.

Balance sheet strength

Freightways has always been

particularly disciplined around capital

management, and capital expenditure

and management of cash will remain

a clear focus. While the initial 65%

drop in activity, which occurred the

same week that OIO granted approval

for the completion of the Big Chill

transaction, did present an interesting

challenge, the company has managed

its position well and is well placed for

the opportunities ahead.

Capital expenditure for FY20 was

$23m. In FY21 capital expenditure will

be carefully managed and targeted

toward projects that realise the

greatest returns. Despite the addition

of Big Chill to the group, capital

expenditure is expected to be managed

to a range of $20-22m in FY21 and

spent on a range of IT development

projects, replacement of vehicles and

freight handling equipment.

Outlook

We are encouraged by strong early

trading results consistently achieved

in the last few months, however the

economic backdrop to FY21 can best

be described as uncertain for all

business units in Australia and

New Zealand.

In Express Package, the current higher

level of volume, which includes a

slightly higher proportion of lower-

margin B2C deliveries, will likely

eventually track the level of macro-

economic activity and of business and

consumer confidence. In Information

Management, whilst storage revenues

are reasonably resilient, the activity-

based revenue streams will be driven

by the number of people returning

to office environments and, in some

cases, this will be lower than pre-

COVID-19.

In both divisions, we will react quickly

to any reduction or growth in volumes

to ensure we are providing services

as efficiently as possible whilst

maintaining the service standards

our customers expect. Using what we

learnt during the period of COVID-19

lockdowns, we will adjust our cost

base to protect our margins. We will

also assess the portfolio of services

we provide and make decisions on

the best strategies to deliver value to

shareholders over the long term.

We expect that COVID-19

will also continue to

provide opportunities

that our teams can

capitalise on, either for

new services, market

share opportunities from

customers valuing our

reliability or the potential

for accretive acquisitions.

While Freightways is not alone in

being cautious around the outlook for

FY21 in a macro-economic sense, our

stakeholders can be assured that our

response to movements in volume will

be swift but will not compromise on

service to customers and the safety of

our people.

Mark Verbiest

Chairman

Mark Troughear

CEO

The Freightways directors would again

like to acknowledge the efforts of every

one of our team across Australasia

during these exceptional times.

We also thank you, our shareholders,

for your continuing support.

“ There is an encouraging

pipeline of digitalisation

opportunities in

Australia, which our team

will look to capitalise

on to provide on-going

revenue in FY21.”

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

20

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

21

Chairman and CEO’s reportfreightways.co.nz

21

Acquiring Big Chill will enable us
to further expand our Express Package

delivery services into the fast-growing

chilled and frozen goods sector as well

as further diversifying Group earnings.

A warm

welcome

to Big Chill

The Freightways family

Big Chill is a New Zealand market

leader in temperature-controlled

transport, specialising in fast moving

consumer goods and time-critical

parcel freight, both chilled and frozen.

The company operates a fleet of over

200 temperature-controlled trucks

and trailers and last year delivered

more than 2 million shipments

through its nationwide network.

The Big Chill team are experienced

and dedicated, with a culture that fits

very well with Freightways.

The acquisition offers both

companies opportunities to explore

how they can provide customers

with the best in technology, service

quality, national reach and range of

service options. We will be able to

adapt our business intelligence tools

to provide data on consignments

and margins, and share sales and

marketing efforts across a wider

customer base.

For example, Big Chill customers will

be able to use our market-leading

track and trace systems to have end-

to-end visibility of journeys and delivery

confirmation. We will also be able

to explore opportunities for express

courier delivery off the back of

Big Chill linehaul for the last mile

(residential delivery), and make

the most of the new temperature-

controlled 3PL offering.

Temperature-controlled express

delivery is a logical extension to the

suite of express services that we

currently offer. This has been a smart

buy for us, and we are excited by the

growth prospects the business has in

front of it.

The company operates

a fleet of over 200

temperature-controlled

trucks and trailers.

200+

Last year delivered more than

2 million shipments through

its nationwide network.

2m

Mike Roberts

General Manager Big Chill Distribution

2223

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzFreightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

The Freightways family

The true cost to serve
Historically, our customer pricing

structures have been calculated on

a business to business (B2B) cost

model. That’s because for many years

B2B accounted for the majority of our

deliveries. More recently, the mix of

business versus residential deliveries

has started to change as more and

more clients adopt an e-commerce

channel. Many new customers want a

significant proportion of their freight

delivered to residential addresses.

That has important implications for

how we cost what we do. We calculate

our delivery prices based on a concept

called “cost to serve”. This approach

considers all the elements that add

cost and potential value to a delivery:

from the number of items that pay

for the “stop” to any special

requirements for signatures, site

access and potential rework.

Not all deliveries are the same

The cost to serve a business address is

generally lower than for a residential

address. This is because there are more

items handled (pick-up or delivered) per

stop at a business address than there

are for a residential address. 99% of

business deliveries are completed on

the first attempt so there is less need to

return to the same address twice and

there is a much lower level of customer

inquiry. That means key factors that

add cost to a delivery - including

redirections and collections from depots

are limited for business deliveries.

By contrast, the cost to serve a

residential address is generally higher

because couriers are typically delivering

only one item per stop, and delivery

points can be far less densely located.

That means courier routes also change

day to day, depending on delivery

addresses, with 12-18 items delivered/

picked up per hour.

It can also be challenging to reach

people. For signature services,

receivers are often not at home

on the first attempt, so the driver

cannot get a signature. A significant

proportion of first attempt deliveries are

unsuccessful. This results in the courier

having to leave a card, which means

increased manual handling by freight

office personnel at local branches.

This increases labour costs associated

with delivery and the cost to deliver, as

two delivery attempts are required for

Pricing For Effort is another example

of how Freightways is assuming

leadership in the market.

Pricing

For Effort

one item. Issues surrounding

delivery can also be more complex.

This results in customer support being

more time consuming.

Correcting a market weakness

Differentiating the price of a business

delivery from a residential delivery is

important to avoid introducing cross

subsidies and to ensure courier income

fairly represents the effort required

to deliver an item. So this year we

introduced a new pricing strategy to

recover these extra costs called Pricing

For Effort. It’s meant that since July

2019 we’ve been charging appropriately

for what it takes us to deliver a package

to residential addresses. We were the

first business in the industry to do

this - it’s simply the right thing to do -

and it enables us to provide long term

sustainable services.

Pricing For Effort is the first step in our

pricing strategy to generate sustainable

margins for residential deliveries and

improve earnings for our residential

fleet of courier contractors. It’s been

good to see our customers being so

supportive of our approach. They have

been genuine in their understanding of

the problem and our B2C market share

has actually increased this year. We lost

very few clients and achieved both our

financial objectives for Freightways and

for courier income. Pricing for Effort is

about offering a transparent cost

to serve.

Up until the start of the COVID-19

lockdown, we were extremely happy

with the growth in contractor earnings

which were ahead of the previous year at

that point. Inevitably, lockdown did slow

growth, with overall contractor pays at

the end of the financial year being 1.8%

behind the previous year. Nevertheless,

in the past year, we’ve paid our couriers

over $3 million in PFE payments.

A long-term strategy

In the year ahead, we plan to further

extend our residential delivery charge.

From August 3 2020, residential

charges will increase by a further

50c per delivery and this will bring us

closer to fully recognising the costs

of a residential service. We are also

exploring other areas of our business

where our current pricing model

does not reflect the level of effort

it takes to deliver. We will be

prioritising the review of these

areas in the next financial year and

implementing strategies that improve

our margins responsibly.

Pricing For Effort is a long-term

strategy to recognise the true

handling and delivery costs involved

for a range of item types and to

ensure that our pricing properly

reflects the effort required to deliver

on-time, every time. We will continue

to focus on improving the incomes of

our contractors through increased

remuneration, and a continued focus

on achieving greater efficiency by

improving volume/delivery density.

The economics require

seeing past the traditional

view of treating all freight

deliveries the same - and

paying contractors the right

amount per stop. Unless

residential deliveries are

priced for their true cost,

companies are subsiding

their deliveries elsewhere,

which effectively means

B2B customers are helping

pay for B2C deliveries.

25

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Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

The true cost to serve

25

freightways.co.nz

250
leaders attended Mental Health

Awareness training in FY20.

Diversity and commitment

Freightways is made up of a range of

businesses operating across many

sectors. But that diversity is balanced

by a strong commitment to each other

and to the overall cultural and financial

health of the Group. We have a clear

purpose and strong values.

Our expectation of everyone here is

that they will treat others with respect

and kindness, and that they will step

up as needed to make things happen.

That certainly happened during

lockdown. As the stories in this

Report attest, people from across

the organisation put up their hands

to help wherever it was needed.

As a result, after the initial shock of

a huge drop in business, Freightways

rallied and we all worked together

to ensure essential services were

delivered on time and to the very best

of our abilities.

Putting people first has always served

this company well – and this year, we

made good headway tackling a range

of issues that affect our workforce.

Access to opportunities

One of the key concerns to emerge

from our Diversity & Inclusion Survey

was that people didn’t understand

how they could plan their career with

us. Many said they were excited by

the opportunities that Freightways

offered, but they needed to better

understand how to make the most

of what was available.

To help make that clearer, we’ve taken

steps to publicise the training and

learning and development that we have

available; so that people can decide

where they want to go in their time

with us, and more easily gain access

to the skills and training they need to

make that happen.

We also progressed a further 200 of our

team through leadership training which

comprised; Freightways Fundamentals,

Management Concepts and the

Freightways LEAD programme.

Our culture proved

itself this year

Managing mental health

and wellbeing

Another issue to emerge from the

survey was that people were dealing

with a full range of pressures both

inside and outside work. Respondents

told us they wanted support with

dealing with the things that were

affecting them. Our response started

from the premise that the best people

to offer immediate support and

empathy were leaders. With that in

mind, we put 250 leaders from across

the business through a course to help

them understand and recognise signs

of risk to mental health and wellbeing.

Our goal is to ensure that everyone

receives the assistance they need,

in the form they need it, within a

caring and compassionate work

environment – and that they receive

that assistance in a timely manner.

Keeping our people safe throughout

their working day

Across the Group, our people work in

a range of dynamic environments.

Those in our Information Management

businesses are often working at

height; a business like Big Chill has

dockways and coolstores where

serious accidents can occur if

procedures are not followed; and

our DX Mail teams are subject to the

dangers of riding motorbikes through

busy streets. Our couriers are subject

to similar road risks and being around

forklifts in the depot. Add in the heavy

machinery at our Shred-X plants and

the ground handling risks of loading

our planes, it’s clear that our risks are

many and varied, requiring monitoring

in different ways.

This year, we reported an LTIFR rate

of 10 (triggered where injuries were

serious enough for people to be off

work for a day). Our numbers are

lower than many in the transport,

postal and logistics sector; but based

on our commitment to safety we are

constantly striving to improve and in

FY21 will introduce a number of new

initiatives to help ensure our people go

home safely each day.

Every individual Freightways site has

its own Health and Safety committee

which report to an over-arching

Freightways committee represented

by the businesses within our group.

The Freightways committee, in turn,

considers and implements initiatives

through all group companies and

provides reporting through the CEO

to the Board.

To ensure we continue

to improve, we recently

appointed a new Head

of Safety who will be

responsible for creating

and implementing a new

vision for health and

safety across the Group.

Lost Time Injury Frequency

Rate of 10

LTIFR

200

of our team went through

leadership development training

with a 50:50 gender mix.

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzPeople

International airfreight service
The call went out

When the Ministry of Transport issued

an RFP for aviation businesses to

provide solutions to deliver international

airfreight capacity, we responded. Our

solution leveraged our specialised

airfreight domestic network, our team

of experienced and dedicated pilots, our

knowledgeable sales professionals and

our many customer relationships. In fact,

Freightways stepping up and providing

a solution was essential for NZ Inc as

it leveraged higher capacity specialist

freighter aircraft on critical routes.

Our project team called on all their

experience to pull together numerous

Freightways brands and partners

including Fieldair, Parceline, New

Zealand Couriers, DX Mail, Parcelair

and Airwork. We signed our contract

with the Ministry on May 1 and a week

later Freightways were operating

services on the Tasman.

Freightways new international airfreight service has

enabled us to use our assets around the clock to help

New Zealand businesses and open up new

opportunities for Freightways. The new service has

enabled us to make use of an existing resource,

expertise and assets during the day to operate the

Tasman, while continuing to service our overnight

domestic express airfreight network.

Keeping the

freight moving

A lot can happen in one week

Setting up this new service in one

week was a staggering achievement

given that we had to build this

international service from scratch.

We secured the aircraft we needed

through a collaboration with Airwork,

our joint venture partner and Parcelair,

then developed trans-Tasman services

and customer-focused schedules

using existing crew and resources.

Ground handling processes and

agreements with partners were

confirmed on both sides of the

Tasman, unit load devices procured,

specialist personnel developed,

and operational processes finalised.

Our finance team implemented

systems and processes in both

countries to support our customers

and meet the Ministry’s requirements.

Meanwhile, our sales teams in

Australia and New Zealand canvassed

potential customers, including existing

Freightways customers, to understand

pain points and identify key routes

where exporters were struggling

to find capacity. Our involvement

ensured exporters could access

more competitive international

freight prices. The essential trans-

Tasman link has also strengthened our

existing relationships with many

of our domestic customers who are

also exporters.

“ When borders closed and commercial

flights dwindled, it wasn’t just

passengers who were affected.

International freight capacity also

reduced to a trickle, and that dramatic

fall-off presented challenges for

importers and New Zealand exporters

looking to get their goods to market.”

Maximising what we already had

What made the trans-Tasman services

both possible and profitable for us was

that we have been able to leverage the

experience of operating our existing

domestic fleet which fly between

Auckland, Palmerston North and

Christchurch during the night.

Trans-Tasman flights operate during

the day using the same aircraft type,

enabling the existing assets to be used

more productively.

Freightways is now being recognised

as a leading Australasian supply chain

specialist. Not only is our cost per kg

more competitive because we use

freighter aircraft, but we have also

been able to operate on any trans-

Tasman route to meet the needs

of New Zealand exporters. We’ve

been able to provide vital services to

perishable exporters from the South

Island, and Christchurch, in particular.

Looking ahead

We’re keen to work with key exporters

and freight forwarders to continue

developing our trans-Tasman service.

Our goal is to ensure New Zealand

exporters can position their products

in the Australian market in ways

that suit their customers, and at a

competitive price.

2829

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nz

2829

International airfreight servicefreightways.co.nzAnnual Report Financial Year

ended 30 June 2020

Freightways Limited

and its subsidiaries

Materiality matrix
Impact on business

Stakeholder importance

7.0 7.2 7.4 7.6 7.8 8.0 8.2 8.4 8.6 8.8 9.0

10.0

9.0

8.0

7.0

6.0

5.0

4.0

3.0

2.0

1.0

0.0

SDG 8

SDG 3

SDG 16

SDG 9

SDG 13

M

a

t

e

r

i

a

l

i

t

y


c

u

r

v

e

Building on

our goals

To meet growing demand by stakeholders for

broader information about our activities, we

continue to incorporate non-financial criteria

into our decision-making and public reporting.

Two years ago we conducted an assessment

to determine the issues most material to our

business and public reporting.

SDG 16 Peace, justice

and strong institutions

• Ethics, bribery and corruption

(integrity)

•Transparency

SDG 13 Climate action

•GHG emissions

SDG 9 Industry, innovation

and infrastructure

•Product and process innovation

•Customer experience

•Data security

•New business opportunities

(e.g. medical waste management)

SDG 8 Decent work

and economic growth

•Profitability

•Organisational culture

•Growing the incomes of

our contractors

•SDG 3 Good health

and well-being

• Health and Safety in Employment –

injury reduction

•Non-GHG emissions (e.g.

particulate, NOx)

•Road safety

•wEmployee wellness programme

3031

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzSustainable Development Goals

1. W ELC OME
2. ON THE JOB

TRAINING

3. COMMERCIAL

TRAINEES

4. FUNDAMENTALS

5. MANAGEMENT

CONCEPTS

6. LEAD

Looking after our people is

integral to our SDG3 efforts:

Good health and well-being

The well-being of our people is critical

to the success of our culture and

our business. It is something we are

strongly committed to, and an area

where we seek continual improvement.

We take a holistic approach,

recognising our people and their

contributions individually at the same

time as we promote a strong and

deep team culture. That’s where

The Movement comes in.

The Movement is our employee

wellness programme. It was

established after we ran a survey

that helped us understand the wider

challenges our people were facing in

their lives and lifestyles. The feedback

showed that people were affected by

a whole range of factors, both in and

outside of work, that influenced how

they felt about themselves and their

relationships with others.

They told us they were looking for a

programme that would help them

improve their lives by providing advice

and motivation on a range of fronts –

from how to handle family pressures

through to losing weight or changing

bad lifestyle habits.

In order to make it as easy as possible

for everyone in the business to

access the assistance they needed,

we established The Movement online

portal. It’s where our people can find

everything from gym memberships,

to information on ear and eye tests, to

advice on well-being and mindfulness.

The Movement works in different ways

across the business, with each company

in the Group having its own version

that caters to the needs of its teams.

That means The Movement takes many

forms, depending on demographics,

teams and geographies. Our IT team,

for example might focus on different

initiatives than those of our staff in Post

Haste and our other courier companies,

because their day to day work is desk-

focused, whereas our couriers are out

and about.

The individual interpretations of

The Movement mean that each

business on both sides of the Tasman

can also tailor its campaigns and

offers. In New Zealand, during Mental

Health Week, for example, our

businesses offer activities and ideas

that align with what the Mental Health

Foundation suggests. In Australia, they

will tag their programme to fit what’s

going on there.

Some common themes have emerged

over the range of activities that are

offered. We’re finding, for example,

that The Movement works very well

for team-based activities such as

walking challenges where people enjoy

a combination of team support, peer

pressure and competitiveness.

In the first 12 months, 1000 of our

people have engaged with The

Movement. That’s a high percentage

already, but our goal is to double that

participation in the year ahead.

A strong organisational culture is a key

part of our commitment to SDG8:

Decent work and economic growth

It’s part of our entrepreneurial

mindset to encourage our people to

progress their careers with us.

We want them to earn more by

moving up through the roles and

developing their leadership skills.

Our Freightways Development

Programme is key to that.

At Freightways, we look for a few

things in particular from our potential

leaders; people who treat others with

respect, live our values and act with

integrity; and people who perform well

in their current role, take ownership

and demonstrate the capability to take

on more responsibility.

There are three programmes available

to develop leadership capability.

Those entering our Fundamentals

programme, a training programme

designed for those new to supervisory

and management positions,

are normally nominated for the

programme by their manager. The

programme itself covers a wide

range of topics, including leadership,

coaching and development,

performance management and

financials. Our Management

Concepts is designed for people who

are prepared to move into senior

leadership roles covering negotiation,

commercial acumen, acquisition and

business strategy.

Our Freightways LEAD programme

is a customised leadership course to

grow emerging management talent

that takes place over three modules

and three months.

This year 200 people attended our

various Freightways Development

programmes. Our focus on diversity

and inclusion is also reflected in

the mix of those who completed the

programmes. For example, the mix of

male/female graduates through these

programmes was 50:50.

One of the key reasons our leadership

programmes are so successful is

because they are largely run by our

own people. Our leaders are trained by

other Freightways leaders, meaning

each person is trained by those who’ve

walked the walk. That not only makes

the programmes very relatable, it also

means that those in our programmes

can easily access and talk to the people

running the programmes.

As we continue to adapt to doing

business in a COVID-19 world,

we’ve recognised that leadership is

fundamental to our ability to prepare

for change. COVID-19 has accelerated

change at an extraordinary rate.

We calculate that we have seen the

equivalent of three years change in

almost every one of our businesses

in a matter of weeks. From consumer

deliveries to the decline in print/copy

in Australia, things have changed

suddenly – and our leaders need the

skills and mindsets to make things

happen decisively and effectively.

In a people-focused business like

ours, we need leaders who will step

in, get involved and guide and give

vision to our teams. Our Freightways

Development Programme gives them

the skills, confidence and tools to do

exactly that.

1000+

people

Engaged with The Movement

in the first 12 months

Two

countries

Four business activities

15 brands

One wellness platform

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nz

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzSustainable Development Goals

Industry, innovation and infrastructure
Starting in the document destruction and

paper recycling industry in Queensland 20

years ago, Shred-X continues to expand

its landfill diversion - processing almost

50,000 tonnes of paper per year for

recycling. It also repurposes and recycles

an array of products including used coffee

cups, QSR waste, electronics (e-waste)

and textiles.

Shred-X has Secure Destruction facilities

and operations in every state and

territory of Australia. These incorporate

the latest and most environmentally-

sustainable shredding technologies

which have achieved the highest industry

certifications. Through the company’s

partnership with Australian recyclers,

Shred-X recovers 98.5% of the material

collected and processed through

its facilities.

We pursue product and

process innovation to help

us meet the goals of SDG9:

Continuing to pioneer

Shred-X pioneered IT asset management,

destruction and recycling solutions when

Australian businesses were beginning

to become paperless. Today, it’s a leader

in removing the information stored on

electronic and IT assets such as hard disc

and solid-state drives, mobile phones and

digital media. By partnering with selected

and certified ethical electronic recyclers,

we ensure the recycling of all electronic

components of e-waste, including

precious metals, glass and plastic, as well

as repurposing assets once confidential

information has been removed.

One of the reasons the company has

been able to expand so successfully is

that Shred-X continues to explore further

opportunities with e-waste, textile and

fibre recycling and repurposing partners,

promoting product stewardship and a

true circular economy. Recognised for its

collection and processing capabilities and

national infrastructure, the brand has been

approached by various organisations to

partner with on their disposable coffee cup,

Quick Service Restaurant (QSR) and food

packaging sustainability programmes.

One of these programmes is Detpak

RecycleMe


which has been endorsed by

Planet Ark. Shred-X collect and process

RecycleMe

TM

100% recyclable coffee cups

from cafes and restaurants throughout

Australia. Once processed, these cups

can be recycled in the same manner as

office paper. Shred-X has also invested in

new ways of processing millions of ‘non-

recyclable’ coffee cups, partnering with

Closed Loop Environmental Solutions and

the Simply Cups programme to find

innovative solutions for recycling and

repurposing used coffee cups and

spent coffee grounds.

Shred-X has also introduced a range of

innovative Secure Destruction solutions

for textiles and uniforms, high-end

garments and accessories, seized goods,

recalled items and liquids to ensure

ethical disposal and landfill diversion

wherever possible. These disposal

solutions include waste to energy and

recycling with various new technologies

currently being explored.

To support this strategy, we’ve partnered

with an Australian sustainability company

to participate in QSR waste trials set to

commence in late 2020.

Blunting the impact of medical sharps

The company has applied the same

foundational goals of sustainability

and innovation to the medical waste

industry through its Med-X Healthcare

Solutions brand. Shred-X and Med-X

have continued to invest in technology

and innovation that support the

reduction of landfill and promote

recycling, even during the peak of the

COVID-19 pandemic.

In fact, Med-X operations ramped up

during the pandemic, spotlighting the

company’s goal to invest in robotic

technology to encourage human

contactless waste disposal and

recovery. Traditionally clinical and

sharps waste has been problematic

with landfill; however Med-X is now

investigating the recovery of small

single-use containers by separating

them at source and using automated

mechanical separation at its medical

waste facilities. Single-use containers

will be milled following treatment

and sent to local plastic moulding

companies for reuse.

This should mean the clinical waste

segment represented by single-

use sharps would be almost fully

recoverable and diverted from landfill.

It is expected that this recovery system

would reduce landfill volumes for

medical waste by over 28%.

Helping Australia hit its

packaging targets

By 2025, Australia has

committed to National

Packaging Targets

ensuring 100% of

packaging is either

reused, recycled or

repurposed. This is in

line with the National

Food Waste Strategy,

that is committing to

halving Australia’s

food waste by 2030.

50,000

tonnes

of paper diverted from

landfill each year

28%

projected

reduction in landfill volumes

for medical waste

3435

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and its subsidiaries

Annual Report Financial Year

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freightways.co.nzSustainable Development Goals

Reducing the impact of single-use
plastics is part of how we approach

SDG13: Climate Action

The majority of ‘single-use plastics’

that are either used or passed onto

customers by Freightways’ New

Zealand businesses fall into 2 key

categories: i. Express Packs (courier

satchels) – that are sold to customers

to carry and protect products

and documents for NZC, DX Mail,

Castle Parcel, Post Haste and MSL

customers; ii. ‘Mother Bags’ (freight

consolidation bags) – these are clear

plastic bags that are used to group

satchels together for line haul freight

movement. Currently, Freightways

New Zealand uses or passes on

around 135,000 kgs of single-use

plastic – approximately 50,000 kgs

of which are ‘mother bags’.

Right now we have no choice but to

use plastic substrates. Our packaging

needs to be tough enough to not

puncture or fall apart in use or in

transit. Most existing bio/compostable

plastics either don’t have the

performance we need or represent

risks in terms of contamination of the

‘soft-plastics recycling process’.

At the same time, we are highly

aware of the environmental impacts

of single-use plastics. Reducing the

amount of plastic we use offers three

big business wins: we reduce the

amount of plastic taken to landfill; we

reduce our overall emissions, and we

reduce fossil fuel use.

Eliminating single-use plastics

completely is a long-haul ambition, but

we are making significant progress.

We have reduced the amount of plastic

required to make our courier satchels

by more than 30% over recent years,

and we offer a wide range of packaging

choices so our customers can select

the right size to avoid waste.

• Increase the recycled content in our

plastic packaging.

Getting more recycled material into

the substrate and getting more use

from the substrate we do use,

are our priorities. Recycled material

comes from industry waste more

than domestic waste. So we want

to make sure that where we do

use single-use plastics, the plastics

themselves are made from recycled

materials rather than virgin,

fossil-fuel-based materials.

Over the past 12 months we have been

working hard to deliver on our four

commitments with a range of projects

across the Group:

1. Recycled Content Satchels –

we are progressively introducing

locally made satchels where 80%

of the plastic used is coming from

packaging previously sent to landfill.

We are currently developing and

field-testing the new material to

ensure our satchels are tough

enough to cope with the wide range

of products our customers ship.

2. Reusable Packaging - we are

converting our freight consolidation

bags (mother bags) to a recyclable,

reusable bag design. During our

sorting process, we consolidate

satchels going to the same town or

city to make shipping more efficient.

The freight consolidation bags are

central to this process. These new

bags that we are trialling, will be

able to be used again and again,

avoiding a significant amount

of waste.

3. Bio-Based Plastic Packaging –

we have identified opportunities

for bio-based plastic materials

made from natural resources

such as sugar cane. We are now

investigating using two different

forms of bio-based plastics: one

is compostable at home or in

industrial facilities, and the other

can be recycled along with standard

plastics. The technology doesn’t

yet make these materials suitable

for all our customers, however,

we are working to commercialise

the new packaging.

Right now we have various trials

underway within the NZC network.

Once we have proven viability, these

products will then be rolled out across

the Freightways Group. Our goals

are to replace all our single-use

plastics with recyclable, reusable and

compostable plastics by 2025 and

to continue to reduce the amount of

virgin material we consume relative to

revenue. We intend to have measures

in place to report on our progress

within two years.

80%

of the plastic used is coming

from packaging previously

sent to landfill

We have a Greenpac™ range made

from recycled paper and card.

We are also partnering with Soft

Plastic Recycling to increase recycling

of soft plastics in New Zealand. That

scheme currently ensures that over

60% of Kiwis have access to soft plastic

recycling within 20km of their home.

Looking forward, we are working to

four principles:

• Eliminate the plastics we don’t need;

• Reduce the amount of virgin plastic

we use and ensuring any plastics we

do use are reusable, recyclable or

compostable by 2025;

• Circulate the plastic produced as

much as possible, by significantly

increasing the amounts of plastics

we reuse or recycle and have made

into new packaging or products; and

30%

We have reduced the amount

of plastic required to make our

courier satchels by more than 30%

Transparency and integrity underpin

our commitment to SDG16:

Peace, justice and strong institutions

Increasingly, companies are under

pressure to reveal more of their

internal workings than ever before.

Consumers want to feel they are

buying products and services from

companies that behave well. That

same expectation is also present in

business-to-business interactions

as organisations look to work with

other businesses that reflect their

sustainability stances and values.

At Freightways, we’ve always prided

ourselves on being straight up, leading

by example and doing the right thing.

Our history is one of standing up for the

things we believe in, and making calls

where we believe they need making.

Our Pricing for Effort is an example

of how we chose to make a stand for

our contractors.

In recent years, we’ve evolved our

Annual Reports to offer a higher level

of disclosure as part of our sharing our

stories and intentions with regulators,

investors, customers, communities and

other stakeholders. We’ve also offered

investors and analysts unfettered

access to our senior executives.

Looking ahead, we plan to introduce

concrete measures around things like

our ESG initiatives so that everyone

can see how our actions align with our

intentions. Quantifying our progress in

areas such as waste reduction, plastics

and of course carbon not only aligns

with where we think disclosure is

heading generally. It’s also part of our

commitment to ensuring we remain

open and honest about the success of

all our initiatives – including those that

are challenging and for which there are

no easy or immediate answers.

3637

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nz

3637

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzSustainable Development Goals

Using data for customers
Every footprint or scan on a package is

a data point we can use to understand a

parcel’s journey, and ultimately deliver

better service to our customers.

Using data to re-think

our customer journeys

“ Accurate item data, combined

with information on cube/

weight and revenue per item,

enables us to understand our

margins by customer, route,

service type and brand.”

Our Express Package Business

Intelligence team combines data-

crunchers and graphic designers.

They work to understand the flow

of data we collect, and how to

effectively communicate insights

with simple, interactive dashboards

and infographics.

Leveraging our investment data lakes

and the Microsoft PowerBI platform is

all about delivering actionable insights

to our sales and operations teams

to improve business productivity and

customer journeys. This investment

in data has given us the ability to

completely re-think the way we

measure and improve our business

for the future.

Accurate item data, combined with

information on cube/weight and

revenue per item, enables us to

understand our margins by customer,

route, service type and brand. This data

also gives valuable insights into our

changing business mix and provides

predictive analytics to help our teams

forecast demand on a monthly, weekly

or daily basis.

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nz

38

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

39

Using data for customersfreightways.co.nz

Key community initiatives
Kidsline (part of Lifeline)

Keep New Zealand Beautiful

The Hearing House (Loud Shirt Day)

Beanies for Babies

Cancer Society

Auckland Kidney Society

McGrath Foundation

Clontarf Foundation

Child Cancer Foundation

KidsCan Shoes for Kids

Duffy Books in Schools

New Zealand Breast Cancer

Foundation

Rotary St Johns

Standing with

communities

Supporting young Kiwis to hear

This year marks 15 years of partnership

between New Zealand Couriers (NZC) and

The Hearing House. The Hearing House’s

amazing team of medical specialists

and committed volunteers are dedicated

to teaching children with hearing loss

to listen and speak. Through cochlear

implant and hearing technologies, along

with appropriate support and therapy,

thousands of Kiwis have been able to

live independent lives and reach their

full potential, in ways that were simply

impossible for other generations.

The team at NZC contributes to helping

young Kiwis hear and talk in a whole

range of ways: from hands-on support

moving fundraising items nationwide

during Loud Shirt Day, to hosting

youngsters at our workplaces and

encouraging our branch staff to bring

out their ‘Loudest Shirts’.

To learn more, go to

www.hearinghouse.co.nz

Helping those affected by the bushfires

The Australian Bushfires in late 2019

raged on for over 200 days into the

early months of 2020. The crisis made

international headlines with over 18

million hectares of land destroyed

– more than the size of some small

countries – and more than 2000 homes

lost. The human cost included more than

30 fatalities. More than a billion animals

are also thought to have perished.

2

raised by Shred X for the bushfire

initiative via a share of national

sales over a period of one month

$20k

donation which was shared equally

between WIRES and Wildlife Victoria.

In addition to the work around the

bushfires, Shred-X have supported a

variety of community initiatives over

FY19/20, often through a combination

of company sponsorship and seeking

support from our employees through

their own fundraising activities and

time. Our team is genuinely invested in

supporting worthy and charitable causes

and it is heartwarming to be part of this

generous giving company culture. Other

fundraising and community initiatives we

supported this year included:

• NBCF (National Breast Cancer

Foundation)

• Jeans for Genes

• Movember

• Convoy For Kids

• Special Children’s Christmas Party

Encouraging the potential of young

Aboriginal men

At TIMG Australia, we celebrate the rich

cultural diversity of our workforce. By

partnering with the Clontarf Foundation,

we look to make our business even

more inclusive and representative of the

communities that we work and live in.

Australian and global support of

the disaster was immense. From

international celebrities, corporate

philanthropists, listed companies and

small businesses, to individual members

of the public, $500 million was raised in

support of the ‘Firies’, the Australian Red

Cross and Wildlife groups affected by the

bushfire crisis.

Shred-X began planning our bushfire

fundraising campaigns at the start of

2020. After some research, we chose to

align our company fundraising efforts

with two wildlife organisations in the

areas that were most fire-affected -

one in Victoria (Wildlife Victoria) and

the other in NSW (WIRES). We ran a

marketing campaign as well as an

internal/ staff fundraising initiative for

wildlife requiring immediate veterinary

care and ongoing support as a direct

result of their injuries.

The marketing sponsorship campaign

focused on donating a percentage

of our national Shred-X sales over a

period of one month, while a concurrent

staff fundraising initiative included the

opportunity for Med-X and Shred-X

employees to make a personal

contribution to the wildlife funds.

We are proud to have raised over $20,000

for the bushfire initiative, making a

The Clontarf Foundation exists to

improve the education, discipline,

self-esteem, life skills and employment

prospects of young Aboriginal men

and to equip them to participate more

meaningfully in society. As a corporate

partner of the Foundation, we look to

invest in the “capacity building” of young

Aboriginal men, empowering them to

develop as individuals who will in turn,

bring their positive energies and skills to

their communities.

The current health pandemic has

temporarily slowed efforts to implement

our mentorship programme at TIMG,

but we continue to communicate with

Clontarf on ways and means to articulate

our mutual commitment.

Last November, TIMG was invited to the

Fox Sports Oz Tag Carnival in Sydney

as a corporate partner. There we joined

the likes of Qantas Airways, Fox Sports

Australia, National Rugby League (NRL)

and QBE, meeting and spending time

with Clontarf students on and off the

field. Sport and communication were

the overriding themes for this highly

successful event and TIMG will definitely

be attending the next Carnival.

To learn more about Clontarf Foundation

please visit:

www.clontarf.org.au

Companywide Freightways

supports 13 key community

initiatives, across New Zealand

and Australia.

13

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Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzCommunity

Freightways is the lead partner for the
KidsCan ‘Shoes for Kids’ programme.

This programme is designed to help

disadvantaged Kiwi kids get to and

through the school gates safely.

Shoes are not only considered a

required part of the school uniform but

without them many children are unable

to participate fully in school activities

and excursions. The ‘Shoes for Kids’

programme breaks down these barriers

and enables children to become more

engaged in their learning.

The partnership also provides

Freightways the opportunity to give

back to communities in a variety

of ways.

A week prior to level 4 lockdown,

we again sponsored the Rotary of St

Johns annual Charity Golf Day. A great

turnout saw us raise much-needed

funds for KidsCan. Thanks to all our

customers and suppliers for their

support in making the day a success.

Can do for

KidsCan

“ The partnership

also provides

Freightways

the opportunity

to give back to

communities in a

variety of ways.”

When lockdown hit, children who would

usually have received a guaranteed meal

through their school were no longer

getting this vital meal every day. KidsCan

identified the need to reach these

families, and the Freightways team

was on board to help. We mobilised sales

team members to pack food parcels

and utilised our network to deliver

the food parcels to homes across the

North Island.

With schools coming fully back to

normal for term 3, our team at North

Harbour provided KidsCan with

warehousing space to store the required

food supplies in preparation for delivery

out to schools nationwide.

Our assistance also extends through to

one of our key customers. Countdown is

a partner for the KidsCan Early Childhood

Programme, which is designed to help

New Zealand’s most vulnerable kids get a

great start to their education. Each week,

our contractors deliver Early Childhood

Centres (ECE) a menu and ingredients for

five fresh meals.

www.kidscan.org.nz

KidsCan partnership

43

freightways.co.nz

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Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

43

freightways.co.nz

42

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

42

NOW Couriers
NOW is Freightways’ ‘sand-box brand’.

It has a key role to play in introducing

and testing customer innovations

before they are more broadly adopted

by the wider business. This reliable,

urban delivery service is redefining

customer expectations in a busy,

dispersed and time-sensitive market.

NOW’s commercial advantage lies in

their ability to combine a guaranteed,

same-day service across much of

Auckland at a highly competitive price

point. In fact, the NOW offer bridges the

gap between two traditional offerings:

the more economical hub-and-spoke

arrangement, and the customised

point-to-point service.

NOW knows Auckland better than anyone.

This year we revamped the brand to reflect its

modern, responsive character and to position

NOW as an innovator offering fast, local

services without point-to-point prices.

NOW changes

the rules

“ The NOW Same Day

solution really kicked into

gear during COVID-19

level 3 as a valuable

option for customers

who needed to get

perishable and urgent

items across Auckland.”

To achieve our Guaranteed Auckland

Same Day service, we partnered with

CoreLogic, New Zealand’s leading

address verification service provider.

Geo-coding our network is enabling

us to set predetermined pickup times

for deliveries within set Auckland

geographical boundaries, so that

collections can be completed by a

predetermined time.

The NOW Same Day solution really

kicked into gear during COVID-19

level 3. It was a valuable option

for customers who needed to get

perishable and urgent items across

Auckland from suppliers who were

only able to trade online because their

physical stores were shut.

The new NOW website will link

to a Parcel Management Portal

for both senders and receivers,

giving customers at both ends of a

transaction access to key functionality.

The new website will mean customers

have access to a simplified tracking

experience and the option to use

simple tracking IDs. We have every

confidence it will transform our

quoting and sales enquiry process.

More importantly, the new site will

support web integration across

all the Express Package brands at

Freightways; because once it has

been developed, the new technology

will be fully reusable by everyone.

It’s another example of how innovation

hub NOW is leading Freightways’ wider

moves to achieve superior digital

customer experiences.

4445

freightways.co.nzAnnual Report Financial Year

ended 30 June 2020

Freightways Limited

and its subsidiaries

NOW Couriers

Our Board
Mark Verbiest

Chairman LLB, CF Inst D

Mark Rushworth

BE (Hons), MEM

Kim Ellis

BE (Hons), BCA (Hons)

Andrea Staines OAM

BEcon, MBA (Michigan), AICD Fellow

Malcolm Grimmond joined the Board as a non-executive director in September 2020.

Andrea Staines has announced that she will retire from the Board on 29 October 2020 at the conclusion of the Annual Shareholders Meeting.

Peter Kean

PMD Harvard

Abby Foote

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

Our leadership team

Mark Troughear

Chief Executive Officer

BMS, Waikato University

Matthew Cocker

Chief Information Officer

PhD, Georgetown University

Steve Wells

General Manager

Express Package Division

Mark Royle

Company Secretary and Chief Financial

Officer to 20 April, 2020

B.BUS (Acc), CA

Neil Wilson

General Manager

Freightways

Stephen Deschamps

Company Secretary and Chief Financial from

20 April, 2020. B Poli Sci, M Fin, (Institut d’Etudes

Politiques, Paris) MBA, Master in Finance

4647

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

freightways.co.nzOur Board & leadership team

46

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

47

freightways.co.nz

Directors’ report
Mark Verbiest LLB, CF Inst D.

Mark was appointed a Director in February 2010 and

Chairman in October 2018. He is a professional director with

a strong working knowledge of technology and technology-

related businesses, as well as having extensive capital

markets experience. A lawyer by training, with widespread

corporate legal experience in private practice, he spent

over seven years on the senior executive team of Telecom

NZ through until mid-2008, where among other things he

had executive accountability for two business units. Mark

is currently Chairman of Meridian Energy Ltd and Willis

Bond Capital Partners Ltd (retiring from that Board on 30

September 2020), a director of ANZ Bank New Zealand

Limited and a member of the Advisory Board of NZ Treasury.

Kim Ellis B.CA, B.ENG

Kim was appointed a Director in August 2009. He spent

28 years in chief executive roles in a number of sectors,

including 13 years as Managing Director of Waste

Management NZ Limited until its sale in 2006 to Transpacific

Industries Pty Limited, and has developed businesses in

both New Zealand and Australia. Kim is now a professional

director working with both private and listed companies.

Kim is currently a director and the Chairman of NZ Social

Infrastructure Fund Limited, Metlifecare Limited and

Green Cross Health Limited. He is also a director of Port

of Tauranga Limited, FSF Management Company Limited

and Ballance Agri-Nutrients Limited and an advisor to

Envirowaste Services Limited.

Abby Foote LLB (Hons), BCA, CF Inst D, INFINZ (cert)

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

professional director with over 12 years’ governance

experience, with qualifications in both law and accounting.

Abby has experience in a range of senior management,

finance and legal roles, with a focus on corporate finance and

commercial transactions. Abby is currently the Chair of Z

Energy Limited and a director of TVNZ and Sanford Limited.

Peter Kean PMD Harvard

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

Freightways many years of senior executive experience

with the Lion group of companies in both New Zealand and

Australia. Peter’s last executive roles were as Managing

Director of Lion Nathan New Zealand and Managing Director

of Lion Dairy and Drinks, based in Melbourne. Peter retired

from Lion in 2014 and has since developed his career in

governance. Peter is also a director of Sanford Limited and

is involved in a number of private companies both in New

Zealand and in Australia.

Directors

The names of the Directors of the Company in office at the date of this report are:

The Directors of Freightways Limited (Freightways) resolved to submit the following report with respect to the financial position

of the Group as at 30 June 2020 and its financial performance and cash flows for the year ended on that date.

Mark Rushworth BE(Hons), MEM

Mark was appointed a Director in September 2015.

He has extensive experience in the technology sector,

with a decade’s governance experience, predominantly

in the high tech and innovation space. An electrical engineer

by training, with widespread operations and marketing

experience, he spent four years on the senior executive team

of Vodafone NZ, where among other things he had executive

accountability for the fixed-line business and as Director

of Marketing. Mark previously served as chief executive of

Pacific Fibre, ihug and financial services company, Paymark

Limited. Mark is currently Chief Executive Officer of private

equity-owned UP Education and a director of a number of

private companies.

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

Andrea was appointed a Director in August 2018. Based in

Australia, she has 12 years’ governance experience with an

undergraduate degree in Economics, and an MBA focused on

financial analysis and strategy. Andrea’s executive experience

was mostly in airlines, including American Airlines in

Dallas, and Qantas Group in Sydney. During her last five

years at Qantas, she co-launched international subsidiary,

Australian Airlines (mark II), as Chief Commercial Officer,

becoming CEO soon after launch. Earlier roles at Qantas

included running Global Revenue Management. Andrea has

chaired multiple Board Committees, including Audit & Risk,

Remuneration & Nomination, and temporary Committees

with a business unit or project focus. Andrea is currently a

director of Australian entities SeaLink Travel, UnitingCare,

Acumentis and Australia Post (where she is Deputy Chair).

The Board has determined for the purposes of the NZX

Listing Rules that, as at 30 June 2020, Mark Verbiest, Kim

Ellis, Abby Foote, Peter Kean, Mark Rushworth and Andrea

Staines are independent Directors.

Board skill matrix

Deep Expertise (NED)

Mark

Verbiest

Kim EllisAbby FootePeter Kean

Mark

Rushworth

Andrea

Staines

Governance

NZ Listed Market

Audit and Risk

Business Operations at Scale

International Transport, Logistics,

Sector Aligned Expertise

Marketing/Brand/Sales

IT Platforms and Digital Innovation

Australian Market

Health & Safety

Entrepreneurial

2020

$000

2019

$000

Operating revenue630,940615,692

Operating profit before interest, income tax and amortisation of intangibles88,19799,133

Amortisation of intangibles(3,477)(2,071)

Profit before interest and income tax84,72097,062

Net interest and finance costs

(18,420)(9,566)

Profit before income tax66,30087,496

Income tax(18,925)(24,119)

Profit for the year attributable to the shareholders47,37563,377

Consolidated result for the year

The Board focuses on governance, strategy and the oversight of the performance of the different Freightways businesses and

brands. The six Directors bring both proven experience in governance and a strong background in business to their decision

making. Together, they provide the wide-ranging skills needed to ensure the Board has the expertise to set and approve

strategic direction, make senior management appointments, monitor performance, manage risk and oversee our many

stakeholder relationships. The Board Skill Matrix below sets out the skills of each Director against the range of expertise

Freightways requires to succeed.

Principal activities

The principal activities of the Group during the year ended 30 June 2020 were the operation of express package & business mail services

and information management services.

4849

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Directors’ report
Group

Fees (per annum)

PositionNote

2020

$

2019

$

Board of DirectorsChair(1)165,000160,000

Member - NZ93,00085,000

Member - NZ93,00085,000

Member - AU(2)98,90093,400

Audit & Risk CommitteeChair(1)104,000100,000

People & Remuneration CommitteeChair(1)100,00092,500

Committee work pool (if required)42,14547,000

Total annual fee pool limit(3)696,045662,900

Notes:

(1) Inclusive of Board member fee

(2) Based on A$93,000 (2019: A$85,000)

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

Approved remuneration of directors (effective 1 November)

Directors holding office during the year were:

Parent:

Mark Verbiest (Chairman)

Kim Ellis

Abby Foote

Peter Kean

Mark Rushworth

Andrea Staines

Subsidiaries:

Mark Troughear (all Freightways subsidiaries)

Mark Royle (all Freightways subsidiaries)

Stephan Deschamps (Parcelair Limited only since 25 May 2020)

Colin Neal (Big Chill Distribution Limited only)

Mark Shapland (Big Chill Distribution Limited only)

Mark Royle handed the CFO role over to Stephan Deschamps, effective 20 April 2020, but remained a Director of all Freightways

Limited subsidiaries until 30 June 2020.

Remuneration received by directors

2020

$

2019

$

Directors of Freightways (Parent company)

Mark Verbiest155,083140,000

Kim Ellis92,50092,500

Abby Foote97,46795,139

Peter Kean85,68385,000

Mark Rushworth85,68385,000

Sue Sheldon (resigned 25 October 2018)-50,753

Andrea Staines90,56877,735

Total non-executive Directors606,984626,127

Directors of Group subsidiaries only

Mark Troughear - Freightways Chief Executive Officer (CEO)843,483872,912

Mark Royle - Freightways Chief Financial Officer (CFO)*550,673582,585

Colin Neal**--

Mark Shapland**--

Total Directors of Group subsidiaries1,394,1561,455,497

Total Group2,001,1402,081,624

* Mark Royle handed the CFO role over to Stephan Deschamps, effective 20 April 2020, but remained a Director of all

Freightways Limited subsidiaries until 30 June 2020.

** Non-executive Director of Big Chill Distribution Limited only

Directors’ report

The remuneration of the CEO and CFO includes the incentive payments made during the year ended 30 June 2020 in respect

of the two previous six-month performance periods (1 January to 30 June 2019 and 1 July to 31 December 2019). No amount

is included above in respect of incentive payments for the period 1 January to 30 June 2020, as these were paid in August

2020. Remuneration of the CEO and CFO comprises a fixed remuneration package representing 70% and 78% of their total

remuneration, respectively, and an ‘at risk’ portion representing 30% and 22%, respectively, payable on achievement of short-

term financial objectives. They also participate in the Freightways Senior Executive Performance Share Plans described in Note

25 of the Financial Statements by way of an annual allocation of performance share rights (PSRs) equivalent to 32% and 25%,

respectively of their fixed remuneration, but otherwise on the same terms and conditions as other Freightways executives.

The PSRs have a 3-year vesting period and are subject to the achievement of financial hurdles, as described in Note 25. The

Company’s Remuneration Policy can be found at:

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

Remuneration of other officers

Fixed remuneration of other officers, not being directors, representing a range from 76% to 78% of their total remuneration, is

benchmarked to market and consists of base salary and matched Kiwisaver contributions up to a maximum of 3%. The officers

participate in an at-risk short-term incentive (STI) scheme, representing a range from 22% to 24% of their total remuneration,

that reflects the achievement of predetermined company profit levels and individual performance objectives aligned to business

strategy and goals. The officers also participate in the Freightways Senior Executive Performance Share Plan (the ‘Plan’) described

in Note 25 of the Financial Statements by way of an annual allocation of PSRs. The PSRs have a 3-year vesting period and are subject

to the achievement of financial hurdles, as described in Note 25. Both the STI scheme and Senior Executive Performance Share Plan

are variable, performance-based incentives and are only awarded if specific financial and non-financial performance hurdles are met,

and at the discretion of the Board. The Company’s Remuneration Policy can be found at:

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

5051

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Group
20202019

$100,000 – $109,9994445

$110,000 – $119,9995346

$120,000 – $129,9993129

$130,000 – $139,9992429

$140,000 – $149,9991710

$150,000 – $159,9991018

$160,000 – $169,9991313

$170,000 – $179,9991310

$180,000 – $189,999912

$190,000 – $199,99967

$200,000 – $209,999126

$210,000 – $219,99924

$220,000 – $229,99964

$230,000 – $239,99948

$240,000 – $249,99932

$250,000 – $259,99942

$260,000 – $269,99923

$270,000 – $279,99911

$280,000 – $289,999-1

$290,000 – $299,99911

$300,000 – $309,99942

$310,000 – $319,999-1

$320,000 – $329,99912

$330,000 – $339,9991-

$340,000 – $349,999-1

$350,000 – $359,9991-

$370,000 – $379,99913

$420,000 – $429,9992-

$440,000 – $449,999-1

$450,000 – $459,999-1

$550,000 – $559,9991-

Directors’ report

Remuneration of employees

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

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

Directors’ report

Fully-paid ordinary shares

BeneficiallyNon-beneficially

Director

Mark Verbiest10,000-

Kim Ellis-50,000

Abby Foote-14,363

Peter Kean51,500-

Mark Rushworth-18,000

Andrea Staines--

Entries in the register of directors’ interests

The Register of Directors’ Interests records that the following directors of Freightways Limited have an equity interest in the Company.

Freightways Limited shares

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

5253

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Directors’ report
Number$000

NoteAcquired

(Disposed)

Cost

(Sale)

Colin Neal

Ordinary shares in Big Chill Distribution Limited held as trustee of the Colin

Neal Family Trust sold to Freightways Express Limited on 1 April 2020(ii)(95,000)See note

Mark Shapland

Beneficial ownership of ordinary shares in Big Chill Distribution Limited

sold to Freightways Express Limited on 1 April 2020(ii)(1,900)See note

Ordinary shares in Big Chill Distribution Limited held as trustee of the

Shapland Family Trust sold to Freightways Express Limited on 1 April 2020(ii)(93,100)See note

Notes:

(ii) On 1 April 2020, Freightways Express Limited acquired all 198,000 ordinary shares in Big Chill Distribution Limited

from the various shareholders in that company under a sale and purchase agreement dated 30 October 2019, for an

aggregate consideration of $114,553,000 plus a deferred amount based on performance of Big Chill Distribution Limited.

In respect of the initial amount of $114,553,000, 2,793,296 ordinary shares in Freightways Limited were issued to Colin

Ashley Neal and Burley Attwood Trustees (No. 11) Limited and 2,793,296 ordinary shares in Freightways Limited were

issued to Mark Shapland and YRW Trustees 2011 Limited, in each case at an issue price of $5.37 per share for an aggregate

consideration of $29,999,999. The aggregate balance of $84,553,000 was paid to the vendors in cash.

The following table shows transactions recorded in respect of securities acquired or disposed of by Directors of Big Chill

Distribution Limited during the year ended 30 June 2020:

Directors’ and officers’ liability insurance

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

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

the Directors of its subsidiaries against liabilities to other parties (except the Company or a related party of the Company) that may

arise from their positions as Directors. Freightways’ liability insurance also covers Officers of the Group. The insurance does not cover

liabilities arising from criminal actions.

For and on behalf of the Board this 24th day of August 2020.

Mark Verbiest

Chairman

Abigail Foote

Director and Chair of the Audit & Risk Committee

Financial

statements

Contents

56 Independent auditor’s report

62 Income statement

63 Statement of comprehensive income

64 Statement of changes in equity

65 Balance sheet

66 Statement of cash flows

67 Notes to the financial statements

118 Shareholder information

120 Corporate governance statement

Number$000

NoteAcquired

(Disposed)

Cost

(Sale)

Mark Rushworth

Non-beneficial ownership in ordinary shares acquired on 6 March 202010,00075

Abby Foote

Non-beneficial ownership in ordinary shares acquired on 1 April 2020(i)3632

Notes:

(i) Allocation of ordinary fully-paid shares under the Freightways Dividend Reinvestment Plan.

The following table shows transactions recorded in respect of securities acquired or disposed of by Directors of Freightways

Limited during the year ended 30 June 2020:

55

freightways.co.nz

54

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statements

Independent auditor’s report
To the shareholders of Freightways Limited

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


Independent auditor’s report

To the shareholders of Freightways Limited

We have audited the financial statements which comprise:

●the balance sheet as at 30 June 2020;

●the income statement for the year then ended;

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

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

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

●the notes to the financial statements, which include a summary of significant accounting

policies.

Our opinion

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

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

the Group as at 30 June 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 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 Standard) (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) issues 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 the areas of agreed upon procedures over the poll

for the shareholder resolutions at the Annual General Meeting and Executives’ remuneration

benchmarking. The provision of these other services has not impaired our independence as auditor of

the Group.

Independent auditor’s report

To the shareholders of Freightways Limited

PwC

Key audit matters

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

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

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

provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter

Impairment assessment of goodwill and

indefinite lived brands, including the impact

of COVID-19

The Group has goodwill of $301.3 million and

brands of $118.3 million as disclosed in Note

17. The Group is required to perform an

annual impairment assessment of both

goodwill and brands, which are accounted for

as indefinite life intangible assets.

This is an area of focus for our audit due to the

value of these assets on the balance sheet and

the inherent judgement in assessing these

assets for impairment.

Management prepared an impairment

assessment for the Group based on the latest

forecasts for each Cash Generating Unit (CGU)

which included considerations relating to the

impact of COVID-19. The recoverable amount

of each CGU has been determined based on

the greater of its value-in-use and its fair value

less costs of disposal.

The key assumptions used by management in

the impairment assessment are included in

Note 17 of the financial statements.

As detailed in Note 17, as a result of the

impairment assessments the Directors have

recognised a total impairment expense of $5.2

million in goodwill and $1.6 million in brands.

Our audit procedures included aspects of the following

depending on the level of headroom and sensitivity to

impairment of each CGU:

●Considered the appropriate determination of each CGU

●Obtained an understanding of the current and forecast

outlook for the business, including consideration of, and

adjustments made for, the potential impact of COVID-19

and management’s basis for determining the key

assumptions in preparing the forecast cash flows

●In conjunction with our auditor’s valuation expert,

assessed the appropriateness of key assumptions by

performing the following:

−assessed the reliability of management’s

budgeting process by understanding the

differences between the historical and

budgeted performance in previous years;

−benchmarked key assumptions, to historic

performance and market data where relevant

and available.

●Tested the mathematical accuracy of the models

●Considered whether disclosures, including the

completeness of key assumptions and the impact of

reasonably possible changes in key assumptions that

may result in a CGUs carrying amount exceeding its

recoverable amount, are appropriate.

5657

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

PwC
Key audit matter How our audit addressed the key audit matter

Accounting for Big Chill Distribution

acquisition

The Group acquired Big Chill Distribution on

the 1 April 2020 as disclosed in Note 33. We

consider this acquisition to be a key audit

matter due to the significance of the

acquisition to the Group and the significance

of the judgements involved.

Management applied judgement in

determining the fair value of the future earn-

out payment which makes up $27.2 million of

the total purchase consideration.

Management has also applied significant

judgement in completing a provisional

assessment of the fair value of the assets and

liabilities acquired, including recognising the

following separately identifiable intangible

assets:

●Brand of $5.5 million

●Non-compete agreement with the

founders/directors of $1.9 million

●Customer relationships of $40.9 million.

We audited the accounting treatment of the acquisition by:

●Reviewing the Sale and Purchase Agreement to

understand the key terms and conditions

●Testing the value assigned to the Freightways shares

that were issued as part of the total consideration by

comparing it to the market value of Freightways shares

at the transaction date

●Gaining an understanding of the valuation approach

and methodology undertaken by management to

identify separately identifiable intangible assets and

value the assets and liabilities acquired

●Considering whether identification and recognition of

intangible assets was consistent with the requirements

of the accounting standards

●Engaging our auditor’s valuation expert to:

a)evaluate management’s assumptions regarding

the calculation of the deferred payment

b)assess the valuation approach and methodology

undertaken by management in relation to the

brand, customer relationships, non-compete

agreement and the calculation of the deferred

payment

c)evaluate management’s assumptions regarding

the valuation of the brand, customer relationships

and non-compete agreement.

●Considering whether the relevant disclosures were

appropriately made.

Independent auditor’s report

To the shareholders of Freightways Limited

PwC

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $4.15 million, which represents an average of

approximately 5% of profit before tax over the past three years.

We chose an average of profit before tax over the last three years as the

benchmark because, in our view, profit before tax is the benchmark

against which the performance of the Group is most commonly measured

by users and is a generally accepted benchmark. We chose to use an

average of the last three years because of lower sales in the second half of

the year ended 30 June 2020 related to the COVID-19 pandemic and the

impact of this on the Group’s results.

As indicated above, we have determined that there are two key audit

matters:

●Impairment assessment of goodwill and brands, including the impact

of COVID-19

●Accounting for Big Chill Distribution acquisition

Materiality

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

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

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

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

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

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

Audit scope

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

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

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

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

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

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

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

We conducted full scope audit work at four divisions which make up 68% of external revenue and 86%

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

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

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

Independent auditor’s report

To the shareholders of Freightways Limited

5859

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

PwC
Information other than the financial statements and auditor’s report

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

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

of assurance conclusion on the other information.

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

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

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

misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of

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

are required to report that fact. We have nothing to report in this regard, except that not all other

information was available to us at the date of our signing.

Responsibilities of the Directors for the financial statements

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

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

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

material misstatement, whether due to fraud or error.

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

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

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

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

Auditor’s responsibilities for the audit of the financial statements

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

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

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

an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these financial statements.

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

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Independent auditor’s report

To the shareholders of Freightways Limited

PwC

Who we report to

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

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

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

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

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


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

Foliaki.

For and on behalf of:

Chartered Accountants

24 August 2020

Auckland

Independent auditor’s report

To the shareholders of Freightways Limited

6061

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Group
Note

2020

$000

2019

$000

Operating revenue3 & 4630,940615,692

Other income7-1,252

Transport and logistics expenses(253,443)(241,907)

Employee benefits expenses(168,017)(174,537)

Occupancy expenses

(5,143)(28,912)

General and administration expenses(59,668)(58,119)

Other expenses7-(1,252)

Non-recurring items5 & 7(9,598)2,354

Operating profit before interest, income tax, depreciation

and software amortisation and amortisation of intangibles135,071114,571

Depreciation and software amortisation5(46,874)(15,438)

Operating profit before interest, income tax and amortisation

of intangibles88,19799,133

Amortisation of intangibles5(3,477)(2,071)

Profit before interest and income tax84,72097,062

Net interest and finance costs5(18,420)(9,566)

Profit before income tax66,30087,496

Income tax:

Tax applicable to profit before income tax(20,355)(24,119)

Tax benefits a result of tax law change1,430-

Total income tax6(18,925)(24,119)

Profit for the year 47,37563,377

Profit for the year is attributable to:

Owners of the parent47,33263,367

Non-controlling interests4310

47,37563,377

Earnings per share28

Basic earnings per share (cents)30.040.8

Diluted earnings per share (cents)29.940.7

NB: All revenue and earnings are from continuing operations.

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

Income statement

For the year ended 30 June 2020

Group

Note

2020

$000

2019

$000

Profit for the year (NPAT)47,37563,377

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Exchange differences on translation of foreign operations241,475(2,210)

Cash flow hedges taken directly to equity, net of tax241,826328

Total other comprehensive income after income tax3,301(1,882)

Total comprehensive income for the year 50,67661,495

Total comprehensive income for the year is attributable to:

Owners of the parent50,63361,485

Non-controlling interests4310

50,67661,495

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

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

For and on behalf of the Board this 24th day of August 2020.

Mark Verbiest

Chairman

Abigail Foote

Director

Statement of comprehensive income

For the year ended 30 June 2020

6263

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

GroupContributed
equity


$000

Retained

earnings


$000

Cash flow

hedge

reserve

$000

Foreign

currency

translation

reserve


$000

Non-

controlling

interests



$000

Total

equity


$000

Balance at 1 July 2019125,260140,861(4,229)(3,669)-258,223

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

Exchange differences

on translation of foreign

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

Cash flow hedges taken

directly to equity, net of tax--328--328

Total Comprehensive

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

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

Acquisition of non-

controlling interests----114114

Shares issued1,180----1,180

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

Impact of adoption of

NZ IFRS 16 (Note 2)-(14,409)-(231)-(14,640)

Restated Balance at

1 July 2019126,440142,817(3,901)(6,110)124259,370

Profit for the year-47,332--4347,375

Exchange differences on

translation of foreign

operations---1,475-1,475

Cash flow hedges taken

directly to equity, net of tax--1,826--1,826

Total Comprehensive

Income-47,3321,8261,4754350,676

Dividend payments-(47,403)--(53)(47,456)

Shares issued54,190----54,190

Balance at 30 June 2020180,630142,746(2,075)(4,635)114316,780

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

Statement of changes in equity

For the year ended 30 June 2020

Group

Note2020

$000

2019

$000

Current assets

Cash and cash equivalents10

16,686

15,986

Trade and other receivables11

100,381

87,805

Income tax receivable

384

-

Inventories12

6,019

5,009

Total current assets

123,470

108,800

Non-current assets

Trade receivables and other non-current assets11

7,348

3,984

Property, plant and equipment15

134,649

106,710

Right-of-use assets16

278,142

-

Intangible assets17

498,966

365,152

Investment in associates34

7,842

-

Total non-current assets

926,947

475,846

Total assets

1,050,417

584,646

Current liabilities

Trade and other payables19

87,65668,967

Borrowings (secured)23

5,210-

Lease liabilities16

30,641

127

Income tax payable

18,824

6,429

Provisions21

1,225

860

Derivative financial instruments13

750

880

Contract liability22

15,142

15,664

Total current liabilities

159,448

92,927

Non-current liabilities

Trade and other payables19

27,3863,137

Borrowings (secured)23

216,484167,394

Deferred tax liability18

41,425

37,762

Provisions21

6,331

4,750

Lease liabilities16

280,431

129

Derivative financial instruments13

2,132

4,537

Total non-current liabilities

574,189

217,709

Total liabilities

733,637

310,636

Net assets

316,780

274,010

Equity

Contributed equity

180,630126,440

Retained earnings

142,746157,226

Cash flow hedge reserve13

(2,075)

(3,901)

Foreign currency translation reserve

(4,635)

(5,879)

24

316,666

273,886

Non-controlling interests

114

124

Total equity

316,780

274,010

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

Balance sheet

As at 30 June 2020

6465

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Group
Note

2020

$000

Inflows

(Outflows)

2019

$000

Inflows

(Outflows)

Cash flows from operating activities

Receipts from customers634,749609,744

Payments to suppliers and employees(474,653)(501,203)

Cash generated from operations160,096108,541

Interest received48137

Interest and other costs of finance paid(19,380)(9,379)

Income taxes paid(13,599)(23,292)

Net cash inflows from operating activities26127,16576,007

Cash flows from investing activities

Payments for property, plant and equipment(18,318)(16,844)

Payments for software (5,313)(6,429)

Proceeds from disposal of property, plant and equipment8492,450

Payments for businesses acquired (net of cash acquired) 33(94,973)(11,111)

Payments for investment in associates(7,468)-

Receipts from joint venture1,2022,478

Cash flows from other investing activities(226)(470)

Net cash outflows from investing activities(124,247)(29,926)

Cash flows from financing activities

Dividends paid(47,456)(47,002)

Increase in bank borrowings45,8029,512

Proceeds from issue of ordinary shares24,126748

Principal elements of lease payments

(2019 – Principal elements of finance lease payments)

(24,954)(91)

Net cash outflows from financing activities(2,482)(36,833)

Net increase in cash and cash equivalents4369,248

Cash and cash equivalents at beginning of year15,9867,410

Exchange rate adjustments 264(672)

Cash and cash equivalents at end of year1016,68615,986

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

Statement of cash flows

For the year ended 30 June 2020

Note 1. Summary of significant accounting policies

(a) Reporting entity and statutory base

Freightways Limited is a company registered under the

Companies Act 1993 and is an FMC reporting entity under Part

7 of the Financial Markets Conduct Act 2013. The financial

statements of the Group have been prepared in accordance with

the requirements of Part 7 of the Financial Markets Conduct

Act 2013 and the NZX Main Board Listing Rules. In accordance

with the Financial Markets Conduct Act 2013, group financial

statements are prepared and presented for Freightways Limited

and its subsidiaries. Accordingly, separate financial statements

for Freightways Limited are not required to be prepared and

presented.

The financial statements are stated in New Zealand dollars

rounded to the nearest thousand, unless otherwise indicated.

Basis of preparation

The financial statements of the Group have been prepared in

accordance with Generally Accepted Accounting Practice in

New Zealand (NZ GAAP).

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

with NZ GAAP. The financial statements comply with New

Zealand equivalents to International Financial Reporting Stan-

dards (NZ IFRS), other New Zealand accounting standards and

authoritative notices that are applicable to entities that apply

NZ IFRS. The financial statements also comply with Interna-

tional Financial Reporting Standards (IFRS).

The financial statements have been prepared on a historical

cost basis, except for derivative financial instruments and

acquisition earn-out payables, which have been measured at

fair value.

Critical accounting estimates and judgments

The preparation of financial statements in conformity with NZ

IFRS requires the use of certain critical accounting estimates,

where necessary, and may require management to exercise

judgment in the process of applying the Group’s accounting

policies. There are no judgments made that are considered to

have a significant risk of causing a material adjustment to the

carrying value of assets or liabilities. Specific areas of critical

accounting estimates and assumptions used are as follows:

(i) Carrying value of indefinite life intangible assets

Impairment reviews are performed by management,

annually or where there is an indicator of impairment,

to assess the carrying value of indefinite life intangible

assets, including goodwill and brand names. The

recoverable amounts of cash-generating units have

been determined based on the greater of value-in-use

and fair value less cost of disposal calculations. These

calculations require the use of estimates. Refer to Note 17.

(ii) Accounting for contract liability

A contract liability is recorded in the balance sheet

reflecting the future service obligation for courier and

postal products that have been sold in advance of their

use. The balance is supported by reference to historical

customer prepaid product usage patterns. Accordingly,

the balance is sensitive to movements in the future level

of customer purchases and use of prepaid products, which

involves estimates. Management regularly reviews the

historical usage patterns to ensure an adequate contract

liability is recognised.

(iii) Fair value of derivatives

The fair value of financial instruments that are not traded

in an active market is determined by using valuation

techniques. The Group uses its judgment to select a variety of

valuation methods and makes assumptions that are mainly

based on market conditions existing at the end of each

reporting period.

(iv) Customer relationships

The estimation of the useful lives of customer

relationships has been based on historical experience.

The useful lives are reviewed at least once per year

and adjustments to useful lives are made when

considered necessary.

(v) Acquisition earn-out amounts payable

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

payable is based on the post-acquisition performance of

the acquired businesses. These fair value measurements

require, among other things, significant estimation of

post-acquisition performance of the acquired business and

judgment on time value of money. Acquisition earn-out

amounts payable shall be remeasured at their fair value

resulting from events or factors that emerge after the

acquisition date, with any resulting gain or loss recognised

in the income statement. Judgment is applied to determine

key assumptions (such as growth in sales and margins)

adopted in the estimate of post-acquisition performance of

the acquired business. Judgment is also applied to determine

the appropriate discount rate applied to calculate the present

value of the amount payable. Changes to key assumptions

may impact the future payable amount. Refer to Note 33.

(vi) Purchase price allocation for acquisitions

During the year, the Group acquired 100% of the shares in

Big Chill Distribution Limited, along with a number of small

information management businesses (refer Note 33). All

identifiable assets and liabilities including intangible assets

have been measured at fair value at acquisition date. In

deriving a fair value for identifiable intangibles, the Group has

used a variety of valuations methods and key assumptions to

reflect what a typical market participant would apply if they

were to buy or sell each asset on an individual basis.

Notes to the financial statements

For the year ended 30 June 2020

6667

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

(b) Basis of consolidation
(i) Subsidiaries

Subsidiaries are entities that are controlled either directly

by the Company or where the substance of the relationship

between the Company and the entity indicates the Company

controls it. The results of businesses acquired or disposed

of during the year are included in the income statement

from the date of acquisition or up to the date of disposal.

The financial statements include the Company and its

subsidiaries accounted for using the acquisition method.

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

the assets acquired, equity instruments issued and liabilities

incurred or assumed at the date of acquisition. Costs directly

attributable to the acquisition are expensed to the income

statement. Identifiable assets acquired, liabilities and

contingent liabilities assumed in a business combination

are measured initially at their fair values at acquisition

date. The Group recognises any non-controlling interest

in an acquired entity on an acquisition-by-acquisition

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

proportionate share of the acquired entity’s net identifiable

assets. The excess of the consideration transferred over the

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

acquired is recorded as goodwill.

All material transactions between subsidiaries or

between the Company and subsidiaries are eliminated

on consolidation. Accounting policies of subsidiaries are

consistent with those adopted by the Group.

Any contingent consideration to be transferred by the

Group is recognised at fair value at the acquisition date.

Subsequent changes to the fair value of the contingent

consideration that is deemed to be an asset or liability

are recognised in accordance with NZ IFRS 9 in the income

statement. Contingent consideration that is classified as

equity is not remeasured, and its subsequent settlement

is accounted for within equity.

(ii) Joint arrangements and joint ventures

The Group applies NZ IFRS 11 to all joint arrangements.

Under NZ IFRS 11 investments in joint arrangements are

classified as either joint operations or joint ventures depending

on the contractual rights and obligations of each investor.

The Group has assessed the nature of its joint arrangements

and determined them to be joint ventures. Joint ventures are

accounted for using the equity method.

Under the equity method of accounting, interests in joint

ventures are initially recognised at cost and adjusted thereafter

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

or losses and movements in other comprehensive income.

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

or exceeds its interests in the joint venture (which includes

any long-term interests that, in substance, form part of the

Group’s net investment in the joint venture), the Group does

not recognise further losses, unless it has incurred obligations

or made payments on behalf of the joint venture.

Unrealised gains on transactions between the Group and

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

interest in the joint ventures. Unrealised losses are also

eliminated unless the transaction provides evidence of an

impairment of the asset transferred. Accounting policies

of joint ventures are changed where necessary to ensure

consistency with the policies adopted by the Group.

(c) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each entity

in the Group are measured using the currency that best

reflects the primary economic environment in which the

entity operates (the “functional currency”). The financial

statements are presented in New Zealand Dollars, which

is the Company’s functional currency and the Group’s

presentation currency.

(ii) Transactions and balances

Transactions in foreign currencies are translated into the

functional currency using the foreign exchange rate ruling

at the date of the transaction. Foreign exchange gains and

losses resulting from the settlement of such transactions

and from the translation at year-end exchange rates of

monetary assets and liabilities denominated in foreign

currencies are recognised in the income statement, except

when deferred in equity as qualifying cash flow hedges.

(iii) Foreign operations

The results and balance sheets of foreign operations (none

of which has the currency of a hyperinflationary economy)

that have a functional currency different from the

presentation currency are translated into the presentation

currency as follows:

- assets and liabilities for the balance sheet presented are

translated at the closing rate at the date of the balance

sheet;

- income and expenses for the income statement are

translated at average exchange rates (unless this is not

a reasonable approximation of the cumulative effect of

the rates prevailing on the transaction dates, in which

case income and expenses are translated at the dates

of the transactions); and

- all resulting exchange differences are recognised as

a separate component of equity.

Goodwill and fair value adjustments arising on the

acquisition of a foreign operation are treated as assets

and liabilities of the foreign operation and translated at

the closing rate.

Notes to the financial statements

For the year ended 30 June 2020

(d) Impairment of non-financial assets

In respect of this policy, assets that have an indefinite life

are not subject to amortisation and are tested annually

for impairment. Assets that are subject to amortisation or

depreciation are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount

may not be recoverable. An impairment loss is recognised for

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

recoverable amount. The recoverable amount is the higher of

an asset’s fair value, less costs of disposal, and value-in-use.

For the purposes of assessing impairment, assets are grouped

at the lowest levels for which there are separately identifiable

cash flows (cash-generating units).

(e) Financial assets

(i) Classification

The Group classifies its financial assets in the following

measurement categories:

- those to be measured subsequently at fair value either

through other comprehensive income or through the

income statement; and

- those to be measured at amortised cost.

The classification depends on the Group’s business model for

managing the financial assets and the contractual terms of

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

losses will either be recorded in the income statement or other

comprehensive income.

(ii) Recognition and derecognition

Regular purchases and sales of financial assets are recognised

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

purchase or sell the asset. Financial assets are derecognised

when the rights to receive cash flows from the investments have

expired or the Group has transferred substantially all the risks

and rewards of ownership.

(iii) Measurement

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

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

through the income statement, transaction costs that are directly

attributable to the acquisition of the financial asset. Transaction

costs of financial assets carried at fair value through the income

statement are expensed in the income statement.

(f) Fair value estimation

The fair value of financial assets and financial liabilities is

estimated for recognition and measurement or for disclosure

purposes. The fair value of financial instruments that are

not traded in an active market (for example, over the counter

derivatives) are determined using accepted treasury valuation

techniques, such as estimated discounted cash flows, by

an external treasury management system provider. The

carrying value of trade receivables (less provision for doubtful

receivables) and payables approximate their fair values.

(g) Goods and services tax (GST)

The income statement and statement of cash flows have been

prepared so that all components are stated exclusive of GST.

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

exception of trade receivables and payables, which include GST

invoiced.

(h) Changes in accounting policies

The Group adopted NZ IFRS 16 Leases for which application

became mandatory for the Group for the financial year

beginning 1 July 2019. The impact of adopting NZ IFRS 16 is

detailed in Note 2.

Except for the adoption of NZ IFRS 16 Leases, the accounting

policies and methods of computation are consistent with those

used in the year ended 30 June 2019.

Amendments to NZ IFRS 3: Business Combinations, mandatory

from 1 July 2020, further clarify the definition of a business,

with the objective of assisting entities to determine whether a

transaction should be accounted for as a business combination

or as an asset acquisition (refer Note 36 for further

details). Other than this, there are no other new standards,

amendments or interpretations that are not yet effective that

would be expected to have a material impact on the Group.

Notes to the financial statements

For the year ended 30 June 2020

6869

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Note 2. Adoption of NZ IFRS 16 leases

The Group adopted NZ IFRS 16 Leases, effective from 1 July 2019. This standard replaces the guidance in NZ IAS 17. Under NZ

IAS 17, a lessee was required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance

sheet). NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use’ (ROU)

asset for virtually all lease contracts.

From the effective date of adoption, the income statement is impacted by the removal of operating lease expenses, the recognition

of an interest expense applicable to the future lease payment obligations and the recognition of a depreciation expense in respect

of the ROU asset.

This standard has changed the accounting for the Group’s operating leases. As at the effective date, the Group had non-cancellable

operating lease commitments of $127 million. Upon adoption, NZ IFRS 16 had a material impact on a number of elements of, and

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

are unaffected by the adoption of this standard.

In calculating the financial impact, management was required to make various key judgments, including:

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

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

- foreign exchange conversion rates.

In applying NZ IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

- applying a single discount rate to a portfolio of leases with reasonably similar characteristics;

- accounting for operating leases with a remaining lease term of less than 12 months as at 1 July 2019 as short-term leases;

- excluding initial direct costs for the measurement of the ROU asset at the date of initial application; and

- using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

When adopting the standard, management applied IBR’s of between 2.45% to 4.23%, with a weighted average rate of 3.61%, to

discount the ROU assets and the future lease payment obligations, depending on the nature of the relevant leases. Some of the

factors taken into consideration when calculating the IBR for each asset category included observable market rates, economic

conditions and lease tenure.

The new standard allowed a choice of transition methods. Management determined that the most appropriate approach for

the Group to use was the modified retrospective transition method. Under this transition method, the Group was allowed to

retrospectively value the ROU asset on a lease by lease basis without having to restate comparatives and to recognise the cumulative

effect of initially applying the standard as an adjustment to retained earnings. Alternatively, the ROU asset on a lease by lease basis

could have been measured at an amount equal to the value of the lease liability. In arriving at the below financial impact of adopting

the new standard, the latter approach was applied to value the ROU asset for the majority, by number, of the Group’s operating

leases, but with 20 high-value property operating leases (representing approximately 80% of the lease liability to be recognised)

being retrospectively valued.

Management’s process identified that the financial impact on the balance sheet as at 1 July 2019 was as follows:

- recognition of ROU assets of $200 million;

- recognition of lease liabilities of $223 million;

- a decrease in trade and other payables of $2 million;

- recognition of a deferred tax asset of $6 million; and

- a decrease in opening retained earnings of $15 million.

The financial impact on the income statement for the year ended 30 June 2020 was a reduction in net profit after tax of $2.5 million.

This was made up of the following changes:

- a $33.7 million decrease in operating lease rental expenses (removed);

- a $28.4 million increase in depreciation (relating to ROU assets);

- an $8.8 million increase in interest expense (relating to lease liabilities); and

- a $1 million decrease in tax expense.

Notes to the financial statements

For the year ended 30 June 2020

A summary of the financial impact on the income statement for the year ended 30 June 2020 is:

Before NZ

IFRS 16

$000

IFRS 16

Adjustment

$000

After NZ

IFRS 16

$000

Operating profit before interest, income tax, depreciation

and software amortisation and amortisation of intangibles101,36633,705135,071

Depreciation and software amortisation(18,465)(28,409)(46,874)

Operating profit before interest, income tax and amortisation

of intangibles82,9015,29688,197

Amortisation of intangibles(3,477)-(3,477)

Profit before interest and income tax79,4245,29684,720

Net interest and finance costs(9,668)(8,752)(18,420)

Profit before income tax69,756(3,456)66,300

Income tax(19,920)995(18,925)

Profit for the year attributable to the shareholders49,836(2,461)47,375

Prior to the adoption of NZ IFRS 16, operating lease payments were included in payments to suppliers within operating

activities in the statement of cash flows. Following the adoption of NZ IFRS 16, the interest component is allocated to

operating cash flows and the repayment of the principal elements of leases is classified within financing activities.

Note 3. Segment reporting

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

services it sells, the primary market it operates in and the risks and returns applicable to it. Operating segments are reported

upon in a manner consistent with the internal reporting used by the Chief Executive Officer, as the chief operating decision

maker, and the Board for allocating resources, assessing performance and strategic decision making.

The Group is organised into the following reportable operating segments:

Express package & business mail

Comprises network (hub & spoke) courier, refrigerated transport, point-to-point courier and postal services.

Information management

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

Corporate and other

Comprises corporate, financing and property management services.

The Group has no individual customer that represents more than 4% of external sales revenue.

7071

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Express
Package &

Business Mail


$000

Information

Management

$000

Corporate

$000

Inter-

segment

Elimination

$000

Consolidated

Operations

$000

Income statement

Sales to external customers472,151158,7836-630,940

Inter-segment sales2,272 (58)4,900 (7,114) -

Total revenue474,423158,7254,906(7,114) 630,940

Operating profit (loss) before non-

recurring items, interest, income tax,

depreciation and software amortisation

and amortisation of intangibles101,69047,055(4,076) -144,669

Non-recurring items(3,347)(5,270)(981)-(9,598)

Operating profit (loss) before interest,

income tax, depreciation and software

amortisation and amortisation of

intangibles98,343 41,785(5,057) -135,071

Depreciation and software amortisation(23,929) (21,215) (1,730) -(46,874)

Operating profit (loss) before interest,

income tax and amortisation of

intangibles74,41420,570 (6,787) -88,197

Amortisation of intangibles(1,168)(2,309)--(3,477)

Profit (loss) before interest and

income tax73,24618,261(6,787)-84,720

Net interest and finance costs(3,810)(5,188)(9,422)-(18,420)

Profit (loss) before income tax69,43613,073(16,209)-66,300

Income tax(18,815)(5,492)5,382-(18,925)

Profit (loss) for the year attributable

to the shareholders50,6217,581(10,827) -47,375

Balance sheet

Segment assets646,991360,58242,844-1,050,417

Segment liabilities259,016162,098312,523-733,637

Notes to the financial statements

For the year ended 30 June 2020

As at and for the year ended 30 June 2020:

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

For the year ended 30 June 2020, external revenue from customers in the Group’s New Zealand and Australian operations was

$513.6 million and $117.3 million, respectively (2019: $496.0 million and $119.7 million, respectively). As at 30 June 2020, non-

current assets in respect of the New Zealand and Australian operations (excluding deferred tax assets and financial assets)

were $468.5 million and $173.0 million, respectively (2019: $310.6 million and $161.2 million, respectively).

As at and for the year ended 30 June 2019

Express

Package &

Business Mail


$000

Information

Management

$000

Corporate

$000

Inter-

segment

Elimination

$000

Consolidated

Operations

$000

Income statement

Sales to external customers451,261164,429 2-615,692

Inter-segment sales1,716 674,651 (6,434) -

Total revenue452,977164,496 4,653 (6,434) 615,692

Operating profit (loss) before non-

recurring items, interest, income tax,

depreciation and software amortisation

and amortisation of intangibles80,015 35,347 (3,145) -112,217

Non-recurring items-2,354--2,354

Operating profit (loss) before interest,

income tax, depreciation and software

amortisation and amortisation of

intangibles80,015 37,701(3,145) -114,571

Depreciation and software amortisation(7,821) (6,082) (1,535) -(15,438)

Operating profit (loss) before interest,

income tax and amortisation of

intangibles72,19431,619 (4,680) -99,133

Amortisation of intangibles(50)(2,021)--(2,071)

Profit (loss) before interest and

income tax72,14429,598(4,680)-97,062

Net interest and finance costs(11)(30)(9,525)-(9,566)

Profit (loss) before income tax72,13329,568(14,205)-87,496

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

Profit (loss) for the year attributable to

the shareholders52,16621,141 (9,930) -63,377

Balance sheet

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

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

Notes to the financial statements

For the year ended 30 June 2020

7273

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Note 4. Revenue from contracts with customers
Revenue recognition

The majority of contracts the Group entered into with its customers contain multiple performance obligations. The transaction price

is allocated to each performance obligation based on the stand-alone selling prices. As the stand-alone selling prices of all goods

and services provided are observable and there is no implicit discount offered, transaction prices allocated to individual performance

obligations usually match with respective stand-alone selling prices.

(i) Express package & business mail – courier, refrigerated transport and postal services

The Group operates network (hub & spoke) courier, refrigerated transport and storage, point-to-point courier and postal services.

Revenue from these services is recognised over the time of delivery, being from the time of acceptance of the goods to deliver to the

final destination. Revenue from sale of postal products is recognised at the point the sale occurs. Income invoiced and received in

advance of a service being provided is recorded in the balance sheet as ‘Contract Liability’. This income is brought to account in the

year in which the service is provided.

(ii) Information management – storage and destruction revenue

The Group provides archive management services for documents and computer media, including storage, retrieval and destruction

services. The Group also provides secure handling, treatment and disposal of clinical waste and related services. Revenue from

these services is recognised over time in the reporting period in which the service is provided. Revenue from sale of archive boxes,

computer media and products generated from destruction activities is recognised when control of the products has transferred,

being when the products are delivered to the customer.

(iii) Information management – digital services

The Group provides digital information management services, including imaging and document capture (scanning), data extraction,

customised digital workflow solutions and application (app) development, under fixed-price and variable-price contracts. Revenue

from providing these digital information management services is recognised in the period in which the services are rendered. For

fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of

the total service to be provided, because the service does not create an asset with an alternative use to the Group and the Group has

an enforceable right to payment for performance completed. This revenue is determined based on the efforts expended relative to

the total expected effort.

Estimates of revenues, costs or extent of progress towards completion are revised if circumstances change. Any resulting increases

or decreases in estimated revenues or costs are reflected in the income statement in the period in which the circumstances that give

rise to the revision become known by management.

In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by

the Group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is

recognised.

If the contract includes an hourly fee, revenue is recognised in the amount to which the Group has a right to invoice.

(iv) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the

customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices

for the time value of money.

(v) Interest income

Interest income is recognised on a time proportionate basis using the effective interest method, which takes into account the

effective yield on the relevant financial asset.

(vi) Dividend income

Dividend income from investments is recognised when the shareholder’s right to receive payment is established.

Notes to the financial statements

For the year ended 30 June 2020

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

product lines:

Notes to the financial statements

For the year ended 30 June 2020

Express Package

& Refrigerated

Transport

PostalStorage &

Handling

Destruction

Activities

OtherTotal

2020

$000$000$000$000$000$000

Revenue from external

customers421,66849,12260,29561,59238,263630,940

Timing of revenue

recognition:

At a point in time

-3,191-18,30710,17631,674

Over time421,66845,93160,29543,28528,087599,266

421,66849,12260,29561,59238,263630,940

Express Package

& Refrigerated

Transport

PostalStorage &

Handling

Destruction

Activities

OtherTotal

2019

$000$000$000$000$000$000

Revenue from external

customers397,22054,04162,56759,70742,157615,692

Timing of revenue

recognition:

At a point in time

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

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

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

7475

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Group

Note

2020

$000

2019

$000

Income

Interest income4781

Operating expenses

Net loss (gain) on disposal of property, plant and equipment95167

Depreciation of property, plant and equipment1514,76212,516

Depreciation of right-of-use assets1628,409-

Amortisation of intangible assets173,4772,071

Amortisation of software173,7052,922

Operating lease expenses-27,709

Auditor’s fees

Audit of annual financial statements and review of interim

financial statements541487

Annual Shareholders Meeting – agreed upon procedures98

Executives’ remuneration benchmarking30-

Directors’ fees benchmarking-23

Costs of offering credit

Impairment loss (gain) on trade receivables1,024(129)

Interest and finance costs

Interest on bank borrowings9,7159,601

Interest on leases8,75224

Derivative fair value movement-22

Other

Directors’ fees607633

Donations296345

Non-recurring items

7

Impairment of intangible assets:17

- Impairment of goodwill5,194-

- Impairment of brand names1,581-

- Impairment of intangible assets - software608-

- Write-off of obsolete software2,739-

Acquisition advisory fee981-

Insurance proceeds for replacement racking-(1,893)

Reversal of accrued earn-out payables(1,505)(461)

Note 5. Income and expenses

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

Notes to the financial statements

For the year ended 30 June 2020

Group

2020

$000

2019

$000

Current tax

Current tax on profit for the year22,964 24,109

Deferred tax (Note 18)

Reversal of temporary differences(2,609) 10

Reversal arising from change in tax law(1,430)-

Total deferred tax(4,039) 10

Income tax expense18,925 24,119

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

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

Profit before income tax66,300 87,496

Income tax calculated at domestic tax rates applicable to the accounting

profits in the respective countries18,525 24,724

Tax-effect of amounts which are treated differently

when calculating taxable income:

- Additional amounts deductible 1,275(868)

- Adjustment for change in tax law - deferred tax on re-introduction of

deductibility of building depreciation(1,430)-

- Other555263

Income tax expense18,92524,119

The re-introduction of depreciation allowances for commercial buildings by the New Zealand Government following

COVID-19 has led to the need to adjust deferred tax balances.

The Group has no tax losses (2019: Nil) and no unrecognised temporary differences (2019: Nil).

Note 6. Income tax expense

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

each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the

tax bases of assets and liabilities and their carrying amounts in the financial statements.

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

assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each

jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences

to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial

recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences

if they arose as a result of a transaction, other than a business combination, that at the time of the transaction did not affect

either accounting profit or taxable income. No deferred tax liability is recognised if it arises from initial recognition

of goodwill from a business combination.

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

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

Current and deferred tax balances attributable to amounts that have been recognised in other comprehensive income or

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

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

against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the

same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle

the balances on a net basis.

7677

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

2019Before tax
$000

Tax (charge) /credit

$000

After tax

$000

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

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

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

Current tax-

Deferred tax (128)

(128)

Group

2020

$000

2019

$000

Imputation credits account

Imputation credits available for use in subsequent reporting periods35,19633,348

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

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

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

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

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

2020Before tax

$000

Tax (charge) /credit

$000

After tax

$000

Exchange difference on translation of foreign operations1,475-1,475

Cash flow hedges taken directly to equity 2,536(710)1,826

Other comprehensive income4,011(710)3,301

Current tax-

Deferred tax (710)

(710)

Notes to the financial statements

For the year ended 30 June 2020

Notes to the financial statements

For the year ended 30 June 2020

Group

Note

2020

$000

2019

$000

Non-recurring (gains) losses:

Impairment of goodwill(i)5,194-

Impairment of brand names(i)1,581-

Impairment of intangible assets - software(ii)608-

Write-off of obsolete software(ii)2,739-

Acquisition advisory fee(iii)981-

Reversal of earn-out payables(iv)(1,505)(461)

Insurance proceeds for replacement racking(v)-(1,893)

Note 7. Non-recurring items

Non-recurring items in the income statement comprise the following gains and losses:

Note 8. Impact of COVID-19

In March 2020, the World Health Organisation declared COVID-19 a global pandemic. COVID-19 has brought disruptions

and uncertainties to businesses and economies globally. These disruptions impacted on the Freightways operations in

both New Zealand and Australia.

Freightways is deemed to provide essential services in both New Zealand and Australia. The Level 4 lockdown in New Zealand

initially decreased express package volume by 65% while information management activities in New Zealand ground to a halt,

leaving the Group with only storage revenue. In Australia, information management activities decreased by around

25% initially.

As the lockdown eased, express package volumes recovered and by June 2020, volumes were stronger than expected.

The information management segment in New Zealand is showing positive signs of recovery but Australia will take

longer to recover.

Express package volumes have remained strong as Auckland entered a second Level 3 lockdown in August 2020. However,

the resurgence of COVID-19 cases in many countries, and the decisions to impose increased restrictions in the Australian

State of Victoria, and in Auckland, create a heightened level of uncertainty and could further impact economic activity.

(i) Impairment loss in respect of (a) the carrying value of goodwill and brand names recognised upon the acquisition of the

LitSupport print & copy bureau ($5.8 million) and (b) an amount of the goodwill originally recognised upon the acquisition

of the NSW-based State Waste Services (SWS) business ($1 million) with $1.5 million earn-out payables for SWS reversed

in 2020, refer (iv) below.

(ii) Write-off of internally-developed software considered obsolete as a result of the accelerated introduction of new software

applications and systems in response to business and market demands.

(iii) Advisory fee paid for assistance with the successful acquisition of Big Chill Distribution Limited.

(iv) Reversal of previously-accrued earn-out payables no longer expected to be paid related to the acquisition of SWS.

(v) Insurance proceeds received (no tax applicable) from the Group’s insurers to reinstate racking in Wellington damaged

by the North Canterbury earthquake. NB. In 2019, the income statement included as other expenses an amount of $1.3

million in additional costs of operations resulting from this earthquake, while the compensation of $1.3 million received

from the Group’s insurers for these additional costs of operations was included in other income.

7879

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

ItemCOVID-19 assessmentNote

Reduced remunerationDirectors’ fees, as well as Management’s fixed remuneration, were reduced

by 20% in the last quarter of the financial year in response to the COVID-19

pandemic. While some of our lowest-paid employees were paid a premium

during lockdown, many other employees worked reduced hours or agreed to

pay reductions during this period.

Employee entitlementsThe New Zealand and Australian governments introduced wage subsidy and

JobKeeper subsidy, respectively. Employee entitlements in the income statement

are net of wage subsidies of $15.1 million and JobKeeper subsidy of $0.8 million.

Some of Freightways’ businesses did not apply for the wage subsidy.

Trade receivablesFreightways has increased the expected credit loss allowance in trade receivables

to $2.9 million (2019: $1.5 million) given the increased risk of the macro-

economic environment.11

SoftwareCOVID-19 has resulted in the accelerated development and deployment of

various new IT initiatives and strategies, resulting in the need to write-off certain

previously capitalised software that is now considered obsolete.17

Right-of-use assetsThe Group has engaged with landlords for rent relief. There is no significant

impact on the financial statements from the rent relief.

Goodwill and indefinite-

lived intangible assets

The disruptions of COVID-19 to activity levels have contributed to the carrying

value of certain goodwill and brand names within the cash-generating unit of

The Information Management Group (Australia) exceeding their recoverable

amounts. An impairment loss of $5.8 million has been recognised with respect to

this CGU.17

BorrowingsDue to the uncertainty that COVID-19 presented, Freightways increased its

syndicated bank facilities and negotiated the extension of maturity dates for a

number of facilities within the banking arrangements. The Bank Facility increase

is for a period of 12 to 18 months from inception and there is no expectation that

they will be maintained beyond this point.23

Income tax & deferred taxRe-introduction of depreciation allowances for commercial buildings by the

New Zealand Government has led to the need to adjust deferred tax balances.6

An assessment of the impact of COVID-19 on the Freightways financial statements is set out in the following table.

Notes to the financial statements

For the year ended 30 June 2020

Group

2020

$000

2019

$000

Recognised amounts

Fully imputed dividends declared and paid during the year:

Final dividend for 2019 at 15.5 cents per share (2018: 15.25 cents)24,08423,695

Interim dividend for 2020 at 15.0 cents per share (2019: 15.0 cents)23,31923,307

47,40347,002

Unrecognised amounts

No final dividend to be paid for 2020 (2019: 15.5 cents)-24,107

Group

2020

$000

2019

$000

Comprises

Cash at bank16,578 15,882

Overnight deposits108104

Cash and cash equivalents in statement of cash flows16,68615,986

Note 9. Dividends

Note 10. Cash and cash equivalents

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

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

purpose of the statement of cash flows. Bank overdrafts are shown within borrowings in the current liabilities on the balance

sheet to the extent they exceed the legal right of off-set against cash included in current assets.

8081

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Group
2020

$000

2019

$000

Current

Trade receivables88,92373,312

Provision for doubtful receivables(2,909)(1,500)

86,01471,812

Accrued revenue4,8414,298

Other debtors and prepayments8,99411,171

Share plan loans receivable from employee532524

100,38187,805

Non-current

Share plan loans receivable from employees325443

Other non-current assets7,0233,541

7,3483,984

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

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

are written-off when identified. The Group applies a simplified approach in calculating expected credit losses, which uses a

lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been

grouped based on shared credit risk characteristics and the days past due. For other receivables, an allowance for doubtful

receivables is raised when there is objective evidence that the Group will not be able to collect all amounts due according to the

original terms of the receivable.

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

Group

2020

$000

2019

$000

Opening balance1,5001,629

Provision for doubtful receivables1,152(7)

Receivables written off during the year as uncollectible(106)(101)

Provisions added from acquired businesses350-

Exchange rate movement13(21)

Closing balance (Note 31.1(b))2,9091,500

Freightways has increased the expected credit loss allowance in trade receivables to $2.9 million (2019: $1.5 million) given

the increased risk of the macro-economic environment from COVID-19.

Note 11. Trade receivables and other non-current assets

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

interest rate, less provision for impairment.

Notes to the financial statements

For the year ended 30 June 2020

Group

2020

$000

2019

$000

Finished goods2,5762,036

Ticket stocks, uniforms and consumables3,4432,973

6,0195,009

Note 12. Inventories

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

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

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

expense and included in ‘general and administration expenses’ amounted to $10.7 million (2019: $11.8 million).

Note 13. Derivative financial instruments

Derivative financial instruments, such as interest rate caps and collar contracts and interest rate swaps, are entered into from

time to time to manage interest rate exposure on borrowings. Forward exchange contracts are also entered into from time to time

to manage foreign exchange exposures. Derivative financial instruments are initially recognised at fair value on the date a derivative

contract is entered into and are subsequently remeasured to their fair value at the reporting date. The method of recognising the

resultant gain or loss depends on whether the derivative financial instrument is designated as a hedging instrument, and if so,

the nature of the item being hedged. The Group designates derivative financial instruments as either fair value hedges (hedges

of the fair value of recognised assets or liabilities or a firm commitment) or cash flow hedges (hedges of highly probable forecast

transactions).

At the inception of the transaction, the Group documents the relationship between the hedging instrument and the hedged item,

as well as its risk management objective and strategy for undertaking the hedge transaction. The Group also documents its

assessment, both at hedge inception and on an ongoing basis, of whether the derivative financial instruments that are used in

hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged

items.

(i) Cash flow hedges

The effective portion of changes in the fair value of derivative financial instruments that are designated and qualify as cash flow

hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to any ineffective portion is recognised

immediately in the income statement.

Amounts taken to equity are transferred to the income statement when the hedged transaction affects profit or loss, such as when

hedged income or expenses are recognised or when a forecast sale or purchase occurs. When the hedged item is the cost of a

non-financial asset or liability, the amounts taken to equity are transferred to the initial carrying amount of the non-financial asset

or liability.

If the forecast transaction is no longer expected to occur, amounts previously recognised in equity are immediately transferred to

the income statement. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its

designation as a hedge is revoked, amounts previously recognised in equity remain in equity until the forecast transaction occurs.

If the related transaction is not expected to occur, the amount is taken immediately to the income statement.

(ii) Derivatives that do not qualify for hedge accounting

Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting or where hedge accounting has

not been adopted are recognised immediately in the income statement.

Notes to the financial statements

For the year ended 30 June 2020

8283

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Change in fair value of hedging instrument
recognised in OCI

3621,0151,1592,536

Less: Deferred tax

(101)(284)(325)(710)

Balance at 30 June 2020(6)1,189(3,258)(2,075)

Group

2020

$000

Asset (Liability)

2019

$000

Asset (Liability)

Current

Interest rate swaps – cash flow hedge(742)(668)

Foreign currency options – cash flow hedge (8)(206)

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

(750)(880)

Non-current

Interest rate swaps – cash flow hedge(3,783)(5,015)

Foreign currency options – cash flow hedge-(165)

Forward foreign exchange contracts – cash flow hedge1,651643

(2,132)(4,537)

Cash flow hedge reserve

Intrinsic

value of

options


$000

Spot

component

of currency

forwards


$000

Interest

rate swaps


$000

Total hedge

reserve




$000

Balance at 1 July 2018(518)195(3,906)(4,229)

Change in fair value of hedging instrument

recognised in Other Comprehensive Income (OCI)

348366(258)456

Less: Deferred tax

(97)(103)72(128)

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

Notes to the financial statements

For the year ended 30 June 2020

Notes to the financial statements

For the year ended 30 June 2020

NZDAUD

2020

$000

2019

$000

2020

$000

2019

$000

Interest rate swaps:

Notional amount54,00053,00036,50046,500

Maturity date09/20 – 05/25 09/19 – 02/24 09/20 – 07/2307/19 – 07/23

Hedge ratio1:11:11:11:1

Change in fair value of outstanding hedging

instrument

522(46)637(212)

Change in value of hedge item used to

determine hedge effectiveness

(522)46(637)212

Weighted average strike rate for the year4.5%4.7%3.9%4.0%

Foreign currency options:

Notional amount5,83412,985--

Maturity date07/20 – 05/2107/19 – 05/21--

Hedge ratio1:11:1--

Change in fair value of outstanding hedging

instrument

362348--

Change in value of hedge item used to

determine hedge effectiveness

(362)(348)--

Weighted average strike rate for the year

USD0.66:

NZD1

USD0.67:

NZD1

--

Forward foreign exchange contracts:

Notional amount18,38118,381--

Maturity date07/19 – 06/2407/19 – 06/24--

Hedge ratio1:11:1--

Change in fair value of outstanding hedging

instrument

1,014366--

Change in value of hedge item used to

determine hedge effectiveness

(1,014)(366)--

Weighted average strike rate for the year----

There was no derivative movement recognised in the income statement during the year (2019: expense of $0.1 million).

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

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

8485

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Hedge effectiveness

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

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

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

instrument match exactly with the terms of the hedged item. The Group therefore performs a qualitative assessment of effectiveness.

If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical

terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness.

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

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

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

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

as a proportion of the outstanding loans up to the notional amount of the swaps. As all critical terms matched during the year, the

economic relationship was 100% effective.

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

may occur due to:

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

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

Name of entityPrincipal activities

Country of

Incorporation

Air Freight NZ LimitedExpress package linehaulNew Zealand

Big Chill Distribution LimitedTemperature-controlled transport & facilitiesNew Zealand

Castle Parcels LimitedExpress package servicesNew Zealand

Fieldair Engineering LimitedGeneral & aviation engineering servicesNew Zealand

Fieldair Holdings LimitedAviation-related servicesNew Zealand

Freightways Finance LimitedGroup treasury managementNew Zealand

Freightways Information Services LimitedIT infrastructure support servicesNew Zealand

Freightways Properties LimitedProperty managementNew Zealand

Freightways Trustee Company LimitedTrustee of Freightways Employee Share PlanNew Zealand

Info Management Services Australia LPAustralian treasury servicesAustralia

LitSupport Pty LimitedInformation managementAustralia

Med-X Pty LimitedInformation managementAustralia

Messenger Services LimitedExpress package servicesNew Zealand

New Zealand Couriers LimitedExpress package servicesNew Zealand

New Zealand Document Exchange LimitedBusiness mailNew Zealand

NOW Couriers LimitedExpress package servicesNew Zealand

Parceline Express LimitedExpress package linehaulNew Zealand

Post Haste LimitedExpress package servicesNew Zealand

Shred-X Pty LimitedInformation managementAustralia

The Information Management Group (NZ) LimitedInformation managementNew Zealand

The Information Management Group Pty LimitedInformation managementAustralia

Other than the acquisition of Big Chill Distribution Limited, there has been no change in investments in subsidiaries during

the year.

Note 14. Investments in subsidiaries

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

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

of 30 June, except Big Chill Distribution Limited. The recently acquired Big Chill Distribution Limited has a 31 March balance

date and is in the process of being changed to 30 June to align with the Group’s balance date.

Notes to the financial statements

For the year ended 30 June 2020

8687

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Note 15. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated

impairment losses. Historical cost includes all expenditure directly attributable to the acquisition or construction of the

item, including interest.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated will flow to the Group and the cost of the asset can

be measured reliably. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost

of replacing the parts is incurred. The carrying amount of the replaced part is derecognised. All other repairs and

maintenance costs are recognised in the income statement as incurred.

Depreciation is calculated on a straight-line basis on all tangible fixed assets, other than land and leasehold

improvements, so as to expense the cost of the assets to their estimated residual values over their estimated useful lives.

Land is not depreciated. Leasehold improvements are depreciated over the shorter of the unexpired period of the lease

and the estimated useful life of the improvements. Estimated useful lives are as follows:

Estimated useful life

Buildings 25 to 50 years

Leasehold alterations Shorter of the period of the lease or estimated useful life

Motor vehicles 5 to 10 years

Equipment 3 to 20 years

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

Interest and finance costs incurred for the construction of a qualifying asset are capitalised during the period of time that is

required to complete and prepare the asset for its intended use. Other interest and finance costs are expensed.

Group

Land

$000

Buildings

$000

Leasehold

Alterations

$000

Motor

Vehicles

$000

Equipment

$000

Total

$000

2020

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

Additions2,1203441,875 4,823 9,167 18,329

Acquisitions through business

combinations (Note 33)

--7,45717,14578225,384

Depreciation expense-(1,621) (932) (2,323) (9,886) (14,762)

Disposals--(125)(1,331) (343) (1,799)

Exchange rate movement36 31 45 209 466 787

Closing net book value15,901 19,004 12,093 29,32758,324134,649

As at end of year

Cost15,901 39,827 19,23342,167 134,799 251,927

Accumulated depreciation-(20,823) (7,140) (12,840) (76,475) (117,278)

Net book value15,90119,004 12,09329,32758,324 134,649

Notes to the financial statements

For the year ended 30 June 2020

Group

Land

$000

Buildings

$000

Leasehold

Alterations

$000

Motor

Vehicles

$000

Equipment

$000

Total

$000

2019

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

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

Acquisitions through

business combinations

---299380679

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

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

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

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

As at end of year

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

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

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

The cost of equipment in respect of assets under construction for which depreciation has not commenced as at 30 June 2020

is $0.5 million (2019: $0.3 million).

The latest independent valuations of land and buildings (performed in June 2020) assess these assets to have a total fair value

of $88.4 million. The fair values have been derived using the direct capitalisation approach. The valuation technique uses

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

these are considered level 3 valuations, as defined in Note 31.1(d).

Notes to the financial statements

For the year ended 30 June 2020

Note 16. Leases

This note provides information for leases where the Group is a lessee.

The Group’s leases predominantly relate to property, equipment and vehicles. Rental contracts are typically made for fixed periods

of 3 to 12 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of

different terms and conditions. The lease agreements do not impose covenants other than the leased assets may not be used as

security for borrowing purposes. The right-of-use (ROU) asset is depreciated over the shorter of the asset’s useful life and the

expected lease term on a straight-line basis.

Lease liabilities have been measured at the present value of the remaining lease payments, discounted using a discount rate

derived from the incremental borrowing rate (IBR) when the interest rate implicit in the lease was not readily available. Factors

taken into consideration when calculating the IBR for each asset category included observable market rates, economic conditions

and lease tenure. The incremental borrowing rates applied to lease liabilities range between 2.45% to 4.23%, with a weighted

average rate of 3.61%.

Some property leases contain an extension option exercisable by the Group. At the commencement of a lease, the Group

assesses whether it is reasonably certain an extension option will be exercised. The assessment is reviewed if a significant

event or a significant change in circumstances occurs which affects this assessment and that is within the control of the Group.

The extension options are only exercisable by the Group and not the lessor. Where it is reasonably certain the extension will be

exercised, that extension period and related costs are recognised on the balance sheet.

8889

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

$000
Lease liabilities

Operating lease commitments disclosed as at 30 June 2019127,293

Operating lease commitments discounted using the Group’s incremental borrowing rate 112,229

Adjustments as a result of different treatment of extension and termination options111,084

Opening lease liabilities recognised as at 1 July 2019223,313

Lease additions, modifications and terminations109,787

Interest for the year8,752

Lease repayments (33,706)

Other lease liabilities668

Exchange rate movement2,258

Closing lease liabilities as at 30 June 2020311,072

Notes to the financial statements

For the year ended 30 June 2020

The balance sheet shows the following amounts relating to leases:

$000

Right-of-use assets

Opening net book value as at 1 July 2019-

Recognised on transition200,068

Lease additions, modifications and terminations104,550

Depreciation for the year(28,409)

Exchange rate movement1,933

Closing net book value as at 30 June 2020278,142

Cost367,280

Accumulated depreciation(89,138)

Closing net book value as at 30 June 2020278,142

2020

$000

2019

$000

Right-of-use assets

Buildings259,023-

Equipment6,823-

Motor vehicles12,296-

278,142-

The following tables show the movements and analysis in relation to the ROU assets and lease liabilities created upon adoption

of NZ IFRS 16.

Notes to the financial statements

For the year ended 30 June 2020

2020

$000

2019

$000

Lease liabilities

Current30,641127

Non-current280,431129

311,072256

2020

$000

2019

$000

Depreciation charge for right-of-use assets

Buildings22,099-

Motor vehicles3,432-

Equipment2,878-

28,409-

Interest on leases8,752-

Total cash outflow in relation to leases is $33.7 million (2019: Nil).

Lease liabilities maturity analysis:

Minimum lease

payments

$000

Interest

$000

Present value

$000

Within one year41,44910,80830,641

One to five years127,50634,83592,671

Beyond five years227,22239,462187,760

Total396,17785,105311,072

Lease related expenses included in the income statement:

9091

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Note 17. Intangible assets

i) Goodwill

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

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

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

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

(ii) Brand names

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

combination. Brand names with indefinite useful lives are not subject to amortisation, but are tested for impairment annually

or whenever events or changes in circumstances indicate that they might be impaired, and are carried at cost less amortisation

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

sheet date.

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

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

An independent valuation of the brand names was conducted by Deloitte in July 2020. This independent report assessed the

fair market value of the brand names as at 30 June 2020 to be between $335 million and $369 million, using the value-in-use

approach. The valuation technique uses significant unobservable inputs, namely discount rate, growth rate and cash flow.

Therefore, these are considered level 3 valuations, as defined in Note 31.1(d).

(iii) Computer software

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

of software, are capitalised. Costs associated with upgrades and enhancements are capitalised to the extent they result in

additional functionality. Amortisation is charged on a straight-line basis over the estimated useful life of the software which

ranges between 3 and 10 years. Included in the cost of software is work in progress of $2.8 million (2019: $4.3 million) for which

amortisation has not commenced. Software under development not yet available for use is tested annually for impairment.

(iv) Customer relationships

· Contractual

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

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

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

· Other

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

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

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

ranges between 10 and 20 years.

Group

Goodwill

$000

Brand

names

$000

Software

$000

Customer

relationships

$000

Other

$000

Total

$000

2020

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

Additions--4,937 -173 5,110

Acquisition through business

combinations (Note 33)91,4755,5003744,009 1,900142,921

Amortisation expense--(3,705) (3,069) (408) (7,182)

Impairment loss (Note 7)(5,194)(1,581)(608)--(7,383)

Written-off (Note 7)--(2,739)--(2,739)

Exchange rate movement2,265 456 43 266 573,087

Closing net book value301,283118,307 15,76258,683 4,931 498,966

As at end of year

Cost319,945 118,307 35,41970,480 7,024 551,175

Accumulated amortisation and

impairment(18,662)-(19,657) (11,797) (2,093) (52,209)

Net book value301,283 118,307 15,76258,683 4,931498,966

COVID-19 has resulted in the accelerated development and deployment of various new IT initiatives and strategies, resulting

in the need to write-off certain previously capitalised software that is now considered obsolete.

Group

Goodwill

$000

Brand

names

$000

Software

$000

Customer

relationships

$000

Other

$000

Total

$000

2019

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

Additions--6,429 -470 6,899

Acquisition through business

combinations8,426--1,722 -10,148

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

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

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

As at end of year

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

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

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

Notes to the financial statements

For the year ended 30 June 2020

9293

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Goodwill Brand names

2020

$000

2019

$000

2020

$000

2019

$000

Big Chill

83,755-5,500-

Messenger Services

8,7668,7665,1005,100

New Zealand Couriers47,75247,75258,50058,500

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

Dataprint

4,1254,1251,3101,310

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

Total Express Package & Business Mail182,52498,76994,70589,205

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

The Information Management Group (Australia)56,61559,51015,89417,095

Shred-X44,56736,8813,3083,232

Total Information Management118,759113,96823,60224,727

Total301,283212,737118,307113,932

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

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

fair value less costs of disposal calculations specific to the CGU associated with both goodwill and brand names.

The value-in-use calculations use post-tax cash flow projections based on financial budgets prepared by management and

approved by the Board for the year ended 30 June 2021, taking into account each CGU’s historical performance against budget.

Cash flows beyond June 2021 have been extrapolated using growth rates which take into consideration current and forecast

economic conditions for the relevant products and industries. A probabilistic approach was also adopted for businesses where

the book value was close to the value-in-use: a number of scenarios were considered and weighted by an estimation of their

likelihood. In addition, the sensitivity of the main financial variables was tested and considered in the final estimation.

A 1% (2019: 1%) revenue growth rate, a consistent EBITDA margin assuming costs increase in line with revenue and 1% (2019: 1%)

terminal growth rate have been applied to the Express Package & Business Mail businesses in the value-in-use calculation.

A 2% (2019: 3%) revenue growth rate, a consistent EBITDA margin assuming costs increase in line with revenue and 2% (2019:

2.5%) terminal growth rate, reflecting both historical and expected growth, have been applied to the value-in-use calculation for

the Information Management segment with the same scenarios and sensitivities applied as described in the Significant estimate –

impairment loss section below.

A post-tax discount rate of 7.5%, equating to a pre-tax discount rate of 10% (2019: 10% pre-tax discount rate) has been applied to

all CGUs, reflecting the current environment in financial markets.

Impairment tests for indefinite life intangible assets

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

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

Notes to the financial statements

For the year ended 30 June 2020

(ii) Significant estimate – impairment loss

An impairment loss of $5.8 million (A$5.5 million) has been recognised in the CGU of The Information Management Group

(Australia) (TIMG AU). The LitSupport business acquired by Freightways in December 2014 and incorporated into the TIMG AU

CGU has not performed to management’s expectation. LitSupport was acquired for a potential total consideration of $32.2 million,

made up of an initial payment of $18.3 million and potential earn-out of $13.9 million. As a result of not meeting an initial financial

hurdle for the 2015 calendar year, the vendors were required to refund $5.3 million of the initial purchase price to Freightways.

The financial performance hurdles for the potential earn-out of $13.9 million were also not met and none of the earn-out was paid

to the vendors. This resulted in the total purchase consideration for LitSupport being $13 million instead of the initial potential

total consideration of $32.2 million.

The performance of LitSupport has continued to deteriorate in the last 12 months, exacerbated by the impact of COVID-19, and is

not expected to recover to the extent that the recoverable amounts of goodwill and brand names will exceed their carrying values.

The impairment modelling applied probability sensitivities, including a number of different scenarios, an assessment of historical

delivery against budget as well as the sensitivity to key financial assumptions driving the valuation. In addition, the modelling

used a series of balanced assumptions to the underlying cash flow forecasts to lower the risk of over (or under)-stating the future

performance of the CGU. The following scenarios and sensitivities were used in preparing the valuation model:

- 90% achievement of FY21 budgeted revenue

- only 2% revenue growth per year (with a range of scenarios going from -4% to 4% p.a considered);

- a consistent EBITDA margin assuming costs increase in line with revenue; and

- low 2% terminal EBITA growth rate.

The value-in-use calculation described above resulted in impairment losses of $4.2 million (A$4 million) and $1.6 million (A$1.5

million) being recognised in the 2020 financial year in respect of the TIMG AU CGU’s goodwill and brand names, respectively. The

impairment losses have been determined based on the greater of the recoverable amount from value-in-use and fair value less

cost of disposal calculations. No other class of asset in the TIMG AU CGU was considered impaired by management.

For all other CGU, with the exception of the ones mentioned above, the value-in-use and fair value less cost of disposal

calculations indicate that the recoverable amounts of goodwill and brand names of other CGU held by the Group exceed their

carrying values and therefore there is no impairment in the value of those intangible assets.

(iii) Significant estimate - sensitivity to changes in assumptions

With regard to the value-in-use assessment for all CGU’s, other than TIMG AU described above and New Zealand Document

Exchange (NZDX) discussed below, management believes that no reasonably possible change in any of the above assumptions

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

The value-in-use analysis prepared for TIMG AU based on the key assumptions described above is most sensitive to a change in

revenue growth, terminal growth and post-tax discount rate. If the revenue growth and terminal growth rate used was reduced

from 2% to 1%, the impairment loss recognised against intangibles would have been $9 million and $17.1 million, respectively.

Conversely, if the revenue growth and terminal growth rate used was increased from 2% to 3%, the impairment loss recognised

against intangibles would have been $2.8 million and nil, respectively, with the latter showing the recoverable amount exceeding

the carrying amount by $10.2m.

If the post-tax discount rate used increased from 7.5% to 8.5%, the impairment loss recognised against intangibles would have

been $19.4m. Conversely, if the post-tax discount rate used was decreased from 7.5% to 6.5%, there would be no impairment loss,

as the recoverable amount would have exceeded the carrying amount by $13.5m.The carrying value of the NZDX CGU has been

assessed as at 30 June 2020 by management as being on par with its recoverable amount (2019: recoverable amount exceeded

carrying value by $22.5 million). The analysis was performed by comparing the value-in-use of NZDX with its fair value less cost of

disposal. The value-in-use analysis used the key assumptions described above (revenue growth rate of 1%, a consistent EBITDA

margin assuming costs increase in line with revenue, probability weighted scenarios, post tax discount factor of 7.5%), with the

value-in-use being sensitive to a change in the discount factor, although this would not materially change the value-in-use. The

analysis also recognised the ongoing decline in postal volumes in New Zealand and the direct impact COVID-19 has taken in

accelerating the market’s already growing demand for digital communication solutions. NZDX has seen a recovery of its activity

post lockdown, but a further deterioration of the economic and competitive environment could reduce the estimated recoverable

amount of the NZDX CGU below the current carrying value of its intangible assets (2019: no reasonably possible change in any of

the assumptions would cause the carrying value to materially exceed recoverable amount).

9495

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Group

Property,

plant and

equipment

$000

Employee

entitlements

$000

Accruals and

provisions

$000

Derivative

financial

instruments

$000

Intangible

assets

$000

Leases

$000

Total

$000

2020

Balance at

beginning of year(9,429)4,148 3,0501,516 (37,047)-(37,762)

Adjustment on

adoption of IFRS

16 (Note 2)--(354)--6,7466,392

Restated balance

at beginning of year(9,429)4,1482,6961,516(37,047)6,746(31,370)

Prior period

adjustment(530)17516-11-(328)

Transfer to income

statement:

· re-introduction

of tax deductibility

of building

depreciation

(Note 6)1,430-----1,430

· other(26)(75)899-1,7196113,128

Amounts relating

to business

combinations

(Note 33)-654315-(14,469)-(13,500)

Adjustment for cash

flow hedge reserve---(710)--(710)

Exchange rate

movement25028-(225)70(75)

Balance at end

of year(8,553)4,952 3,954806 (50,011)7,427(41,425)

Note 18. Deferred tax liability

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

within the same jurisdiction, is as follows:

Notes to the financial statements

For the year ended 30 June 2020

Group

Property,

plant and

equipment

$000

Employee

entitlements

$000

Accruals and

provisions

$000

Derivative

financial

instruments

$000

Intangible

assets

$000

Leases

$000

Total

$000

2019

Balance at

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

Prior period

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

Transfer to income

statement(1)13786475-625

Amounts relating

to business

combinations-8626-(516) -(404)

Adjustment for cash

flow hedge reserve---(128)--(128)

Exchange rate

movement(3) (86)(40)-416-287

Balance at end

of year(9,429)4,148 3,0501,516 (37,047)-(37,762)

Group

2020

$000

2019

$000

Current

Trade creditors44,55634,168

Employee entitlements21,13817,174

Other creditors and accruals21,96217,625

87,65668,967

Non-current

Acquisition earn-out payables27,3861,464

Other non-current payables-1,673

27,3863,137

Note 19. Trade and other payables

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

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

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

Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the

reporting date are recognised in respect of employees’ services rendered up to the reporting date. They are measured for recognition

by assessing the amounts expected to be paid when the liabilities are settled.

Liability for long service leave is recognised and measured as the present value of expected future payments to be made in respect

of services provided by the employee. Consideration is given to expected future wage and salary levels, experience of employee

departures and periods of service.

9697

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

2020

$000

2019

$000

Within one year-27,178

After one year but not more than five years-66,248

After five years-33,867

-127,293

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

Note 20. Operating leases

Operating lease commitments (non-cancellable)

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

operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged

to the income statement on a straight-line basis over the period of the lease.

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

lease commitments:

Group

Customer

claims

$000

Long service

leave

$000

Lease

obligations

$000

Total

$000

2020

Balance at beginning of year6242,9372,0495,610

Current year provision 2106594591,328

Amounts relating to business combinations71202473746

Expenses incurred-(235) -(235)

Movement in exchange rate-76 31 107

Balance at end of year9053,6393,0127,556

Note 21. Provisions

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

probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate of the obligation

can be made. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate

that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

The increase in the provision due only to the passage of time is recognised as an interest expense.

Explanation of provisions

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

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

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

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

of employee departures and periods of service.

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

appropriate condition upon the expiry of the respective lease terms.

Group

Customer

claims

$000

Long service

leave

$000

Lease

obligations

$000

Total

$000

2019

Balance at beginning of year5522,7161,9075,175

Current year provision 72521198791

Amounts relating to business combinations-17487261

Expenses incurred-(355) (96) (451)

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

Balance at end of year6242,9372,0495,610

Notes to the financial statements

For the year ended 30 June 2020

2020

$000

2019

$000

Analysis of total provisions

Current1,225860

Non-current6,331 4,750

Total7,5565,610

Note 22. Contract liability

A contract liability of $15.1 million (2019: $15.7 million) is recorded in the balance sheet reflecting the future service obligation for

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

Revenue recognised during the year that was included in the contract liability balance at the beginning of the year was $14.3 million

(2019: $15.7 million).

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

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

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

9899

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Group

2020

$000

2019

$000

Bank borrowings

Current5,210-

Non-current216,484167,394

221,694167,394

(a) Security for borrowings

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

in favour of its primary lenders and guarantees from the Company’s primary Australian subsidiaries. As at 30 June 2020,

the carrying amount of the assets pledged as security is $254 million (2019: $223 million).

(b) Finance facilities

The following finance facilities existed at the reporting date:

Facilities denominated in

New Zealand Dollars

Facilities denominated in

Australian Dollars

2020

$000

2019

$000

2020

$000

2019

$000

Bank overdraft

Total bank overdraft facility available8,0008,000--

Amount of overdraft facility unused8,0008,000--

Loan facilities

Total loan facilities available229,500103,500120,423100,423

Maturing 1 September 2020-26,000-2,000

Maturing 30 April 20216,000---

Maturing 1 September 2021-30,500-27,250

Maturing 14 November 202120,000---

Maturing 14 May 202230,000---

Maturing 1 September 202237,00037,00021,17321,173

Maturing 1 September 202356,500-49,25020,000

Maturing 23 December 202370,000---

Maturing 23 December 2024--20,000-

Maturing 11 July 2025--20,00020,000

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

Amount of loan facilities used114,71073,00099,92390,250

Amount of loan facilities unused114,79030,50020,50010,173

Effective interest rate at 30 June as

amended for interest rate hedges5.44%6.19%4.55%5.20%

Note 23. Borrowings

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

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

term of the respective facilities.

Notes to the financial statements

For the year ended 30 June 2020

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

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

In December 2019, the Group negotiated increases of NZ$70 million and A$20 million to its existing syndicated bank facilities with

4-year and 5-year maturity, respectively. The increased facilities were effective from 23 December 2019 and are at similar pricing to

existing facilities.

In May 2020, the Group negotiated a two-year extension of its syndicated bank facilities that were maturing on 1 September 2021.

In addition, the facilities were increased by NZ$50 million as a buffer against the uncertain impact COVID-19 might have on cash flows

and debt headroom. The additional facilities mature in November 2021 and May 2022, as detailed in the maturity table above. The

extended and increased facilities became effective from 14 May 2020.

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

those that are in place with the existing banking syndicate. Of this facility, the US dollar equivalent of NZ$10 million and A$30 million

was drawn as at 30 June 2020. The drawn amounts mature in 2025 and 2026, as detailed in the maturity table above.

(c) Big Chill Distribution Limited CreditPlus Facility

An existing fleet financing facility with a $6 million limit operated by Big Chill Distribution Limited has been retained following

Freightways’ acquisition of this subsidiary in April 2020. As at 30 June 2020, the facility had a balance of $5.2 million and is

scheduled to be repaid progressively by April 2021 and will then be cancelled. It is not intended that any new advances will be

drawn against this facility.

The Group was in compliance with all of its banking covenants throughout the year ended 30 June 2020. The Group’s banking

covenants forecast indicates that the Group will remain compliant with all of its banking covenants in the next twelve months. The

forecast takes into account a weaker first half in the 2021 financial year due to COVID-19 and includes a sensitivity analysis of a 20%

decline in forecast earnings before interest, income tax, depreciation and amortisation.

Net debt reconciliation

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

Liabilities from financing activities

Group

Cash

$000

Leases

$000

Bank

borrowings

$000

Total

$000

Balance at 1 July 20187,410(412) (161,800)(154,802)

Cashflow9,24891(9,512)(173)

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

Other non-cash movements-65-65

Balance at 30 June 201915,986(256) (167,394)(151,664)

Recognised on adoption of NZ IFRS 16-(223,313)-(223,313)

15,986(223,569)(167,394)(374,977)

Cashflow43624,954(45,802)(20,412)

Acquisition – leases-(110,199)-(110,199)

Acquisitions - borrowings--(6,023)(6,023)

Exchange rate movement

264 (2,258)(2,475)(4,469)

Balance at 30 June 202016,686(311,072) (221,694)(516,080)

100101

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Note 24. Equity

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

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

Group

2020

Ordinary

shares

2019

Ordinary

shares

2020

$000

2019

$000

Balance at beginning of year155,371,224155,111,888126,440125,260

Partly-paid ordinary shares issued---1

Partly-paid shares, fully paid up to ordinary shares-107,491-103

Share-based payment expenses--142-

Shares issued during the year:

- underwritten dividend reinvestment plan4,368,075-23,461-

- acquisition consideration5,586,592-30,000-

- employee share plan80,000155,0005791,054

(Increase) decrease in employee share plan

unallocated shares(840)(3,155)822

Balance at end of year165,405,051155,371,224180,630126,440

Contributed equity

(i) Fully paid ordinary shares

As at 30 June 2020 there were 165,413,104 shares issued and fully paid (2019: 155,378,437). All fully paid ordinary shares have

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

(ii) Partly-paid ordinary shares

No partly-paid shares were issued during the year to senior executives under the rules of the Freightways Senior Executive

Performance Share Plan (the ‘Plan’) (2019: 90,970). The issue price per share for the 2019 issue was $7.56 and the shares have

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

upon the participants meeting agreed performance hurdles and upon the expiry of the applicable three-year escrow period in

accordance with the Plan rules (refer Note 25). During the year, 25,227 partly-paid shares were redeemed and cancelled (2019:

13,949). As at 30 June 2020 there were 263,816 partly-paid shares on issue, paid up to one cent per share (2019: 289,043). Partly-

paid shares have no voting rights and no rights to dividends and surplus on winding up.

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

No partly-paid shares were fully paid-up during the year by Freightways senior executives under the Freightways Senior

Executive Performance Share Plan. In 2019, 107,491 were fully paid-up by the past Managing Director as part of his resignation

arrangements, as allowed by the Plan rules, at an average issue price per share fully paid-up of $5.07.

(iv) Employee Share Plan

On 9 October 2019, the Company issued 80,000 fully paid ordinary shares at $7.24 each to Freightways Trustee Company Limited,

as Trustee for the Freightways Employee Share Plan (September 2018: 155,000 fully paid ordinary shares at $6.80 each). In total,

participating employees were provided with interest-free loans of $0.6 million to fund their purchase of the shares in the Share

Plan (September 2018: $1.1 million). The loans are repayable over three years and repayment commenced in October 2019.

As at 30 June 2020 the Trustee held 593,936 (2019: 563,787) fully paid ordinary shares (representing 0.4% (2019: 0.4%) of all issued

ordinary shares) of which 8,053 (2019: 7,213) were unallocated. These shares are held for allocation in the future.

The Employee Share Plan operates in accordance with section CW 26C of the New Zealand Income Tax Act 2007 and the Trustees

are appointed by the Freightways Limited Board of Directors.

Nature and purpose of reserves

(i) Cash flow hedge reserve

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

recognised in the income statement when the associated hedged transactions affect profit or loss, as described in Note 13(i).

(ii) Foreign currency translation reserve

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

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

Note 25. Share-based payments

The Group operates an equity-settled, share-based compensation plan for senior executives, under which the Group receives services

from employees as consideration for partly-paid ordinary shares in the Company. The fair value of the employee services received

in exchange for the partly-paid ordinary shares is recognised as an expense. The total amount to be expensed is determined by

reference to the fair value of the partly-paid ordinary shares allotted, taking into account market vesting conditions (for example, total

shareholder return measures such as outperforming the median of the NZX50 Index), but excluding the impact of any non-market

service and performance vesting conditions (for example, compound growth rates for earnings per share and remaining an employee

of the Group over a specified time period). Non-market vesting conditions are included in assumptions about the number of partly-

paid ordinary shares that are expected to vest. The total amount expensed is recognised over the relevant vesting period, which is the

period over which all of the specified vesting conditions are to be satisfied. At each balance sheet date, the Group revises its estimates

of the number of partly-paid ordinary shares that are expected to vest based on the non-market vesting conditions. It recognises the

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

In July 2020, the Freightways Board of Directors approved a new Executive Long-term Incentive Scheme for the Freightways senior

leadership team to replace the existing Freightways Senior Executive Share Performance Plan (described in Note 35).

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

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

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

shareholders.

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

per share) are issued at the discretion of the Board and are generally subject to a three-year escrow period. At the end of each escrow

period, the Group will pay a bonus to the senior executives to the extent the performance targets have been achieved, sufficient for

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

partly-paid shares may be redeemed by the Company.

Allocations were made annually in September each year until 2018. No further issues under this Plan have been made since, as the

Board approved a replacement scheme in July 2020, and made an initial issue with a 3-year vesting period, effective from 1 July 2019

(refer Note 35). The terms for allocations, including the relevant performance hurdles, were determined by the Board of Directors.

Notes to the financial statements

For the year ended 30 June 2020

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Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Total number of partly-paid shares on issue:20202019

Balance at beginning of the year289,043319,513

Issued during the year-90,970

Cancelled during the year(25,227)(13,949)

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

Balance at end of the year263,816289,043

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

Details of outstanding allocations are as follows:

Share allocation date:11 Sep

2013

10 Sep

2014

14 Sep

2015

12 Sep

2016

13 Sep

2017

26 Sep

2018

Partly-paid shares allocated148,386124,221121,691103,68296,01890,970

Market price per share at date

of allocation

$4.12$5.11$5.39$6.82$7.83$7.56

Amount paid up per share upon

allocation

$0.01$0.01$0.01$0.01$0.01$0.01

Total amount paid-up upon allocation$1,484$1,242$1,217$1,037$960$910

Escrow periods ended 30 June:2016

(100%)

2016

(6.5%)

2017

(93.5%)

2018

(100%)

2017

(2.1%)

2018

(2.1%)

2019

(95.8%)

2018

(3.5%)

2019

(3.5%)

2020

(93%)

2019

(1.4%)

2020

(4.1%)

2021

(94.5%)

Total amount paid-up upon vesting:

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

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

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

· year ended 30 June 2020------

Partly-paid shares outstanding

--63,47455,29658,02687,020

2020

$000

2019

$000

Total amount expensed during the year for the senior executive

performance share plan

438354

Liability recognised at year end for estimated income tax

applicable to bonuses payable to facilitate the paying-up

of vested partly-paid shares

911624

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

option pricing model and Monte Carlo simulation and taking into account the terms and conditions upon which the

partly-paid shares were issued.

Notes to the financial statements

For the year ended 30 June 2020

Group

Note

2020

$000

2019

$000

Profit for the year47,37563,377

Add non-cash items:

Depreciation and amortisation550,35317,509

Movement in provision for doubtful debts1,024 (129)

Movement in deferred income tax(4,149)260

Net (gain) loss on disposal of property, plant and equipment 95167

Net foreign exchange loss5-

Movement in derivative fair value-22

Non-recurring items5,271(461)

Impairment of non-current assets608-

Write-off of software3,115-

Share of profits of associates(873)-

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

Decrease (increase) in trade and other receivables(11,741)(7,768)

Decrease (increase) in inventories (1,010)(139)

Increase (decrease) in trade and other payables24,226 2,457

Increase (decrease) in income taxes payable12,010812

Net cash inflows from operating activities127,16576,007

Note 26. Reconciliation of profit for the year with cash flows from operating activities

Note 27. Capital commitments and contingent liabilities

The Group had made capital commitments to purchase or construct buildings and equipment for $2.9 million at 30 June 2020

(2019: $1.5 million), principally relating to the completion of operating facilities throughout the Group.

As at 30 June 2020, the Group had outstanding letters of credit and bank guarantees issued by its lenders totalling approximately

$5 million (2019: $4 million). The letters of credit relate predominantly to support for regular payroll payments. The bank

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

Group

20202019

Profit for the year attributable to shareholders ($000)47,33263,367

Weighted average number of ordinary shares (‘000)157,952155,332

Basic earnings per share (cents)30.040.8

Note 28. Earnings per share*

Basic earnings per share

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

ordinary shares outstanding during the year:

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Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Notes to the financial statements
For the year ended 30 June 2020

Group

20202019

Profit for the year attributable to shareholders ($000)47,33263,367

Weighted average number of ordinary shares (‘000)157,952155,332

Effect of dilution (‘000)264289

Diluted weighted average number of ordinary shares (‘000)158,216155,621

Diluted earnings per share (cents)29.940.7

Diluted earnings per share

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

number of ordinary shares outstanding during the year, adjusted to include all dilutive potential ordinary shares (for example,

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

Note 29. Net tangible assets per security

Net tangible assets (liabilities) per security at 30 June 2020 was ($1.01) (2019: ($0.47)).

Group

2020

$000

2019

$000

Short term employee benefits 6,2186,407

Long term employee benefits--

Post-employment benefits--

Termination benefits-325

Share-based payments (Note 25)438354

Note 30. Transactions with related parties

Trading with related parties

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

normal commercial terms, with certain companies in which there are common directorships. These counterparties include Z Energy

Limited and Sanford Limited.

Payments to joint venture

During the year, the Group paid Parcelair Limited $13.1 million (2019: $11.8 million) for the provision of airfreight linehaul services

on normal commercial terms. Parcelair Limited is incorporated in New Zealand and is half-owned by the Group.

Key management compensation

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

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

Note 31. Financial risk management

31.1 Financial risk factors

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

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

of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group uses

derivative financial instruments to hedge certain risk exposures.

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

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

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

(a) Liquidity risk

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

approach to liquidity risk management includes maintaining sufficient cash reserves and ensuring adequate committed finance

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

requirement forecasts.

Whilst the COVID-19 pandemic and its economic impact could potentially make access to funding more difficult than previously,

Freightways maintains a strong relationship with lenders and has access to a range of funding sources that would mitigate

that risk.

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

the reporting date to the contractual maturity date.

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

Group

Less

than

6 months

$000

6-12

months

$000

1-2

years

$000

2-5

years

$000

More

than

5 years

$000

Total

$000

2020

Bank borrowings3,395 8,777 7,456 192,93843,768256,334

Trade and other payables71,994 29,393 193 27,193 -128,773

Lease liabilities15,71314,928 26,884 65,787187,760311,072

Derivative financial instruments –

interest rate swaps*1,2171,0451,636696-4,594

2019

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

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

Lease liabilities547611216-258

Derivative financial instruments –

interest rate swaps*1,2521,2411,6421,548-5,683

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

applicable at the reporting date.

Notes to the financial statements

For the year ended 30 June 2020

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

items, net of tax (refer Note 7), are 35.5 and 35.4 cents, respectively (2019: 39.3 and 39.2 cents, respectively).

106107

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

20202019
Gross

carrying

amount

$000

Expected

loss rate

%

Loss

allowance

$000

Gross

carrying

amount

$000

Expected

loss rate

%

Loss

allowance

$000

Current71,4260.5%35760,828nil-

31-60 days over standard terms12,7155%6368,7812%132

60-90 days over standard terms1,49725%3741,47125%368

91+ days over standard terms3,28547%1,5422,23245%1,000

88,9232,90973,3121,500

Group

2020

$000

2019

$000

Cash and cash equivalents16,686 15,986

Trade and other receivables92,94278,036

109,62894,022

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

(b) Credit risk

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

potentially subject the Group to credit risk principally consist of bank balances, accounts receivable and derivative

financial instruments.

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

with counterparties are monitored on a regular basis. The Group performs credit evaluations on all customers requiring

credit and generally does not require collateral.

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

have been exhausted and/or the counterparty is declared bankrupt or in the case of companies, placed in administration,

receivership or liquidation.

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

which the Group holds cash reserves and transacts derivative financial instruments. A minimum Standard & Poor’s long-

term credit rating of A+ is required to qualify as an approved counterparty. The quantum of transactions entered into with the

Group’s various financial lenders is also balanced to mitigate exposure to concentrated counterparty credit risk with any one

financial provider.

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

For counterparties to trade receivables that are neither past due nor impaired, payments have historically been received

regularly and on time.

Despite the economic impact of the COVID-19 pandemic, the Group has not seen a material impact of bad debt. Nevertheless,

out of prudence, the decision was made to increase provision for doubtful debts to $2.9 million (2019: $1.5 million).

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

Trade receivables analysis

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

(c) Market risk

Foreign exchange risk

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

exchange rates will affect the value of that transaction when translated into the functional currency of the Company or a subsidiary;

and (ii) the value of assets and liabilities of overseas subsidiaries are required to be translated into the Group’s reporting currency.

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

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

As disclosed in Note 23, at 30 June 2020 the Group had Australian dollar denominated bank borrowings of AUD99,923,000 (2019:

AUD90,250,000). Of these borrowings, AUD14,200,000 (2019: AUD14,200,000) were borrowed by a New Zealand subsidiary and

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

bank borrowings have been borrowed by an Australian subsidiary and are translated as part of the consolidation of the Group for

reporting purposes. The Group has no other outstanding foreign currency denominated monetary items.

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

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

The sensitivity analysis only includes outstanding foreign currency denominated monetary items at the reporting date and adjusts

their translation as at that date for the change in foreign currency rates. A positive number indicates a decrease in liabilities (bank

borrowings) where the NZD strengthens against the AUD.

The economic impact of COVID-19 is not expected to change the way foreign exchange risk is managed.

Interest rate risk

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

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

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

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

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

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

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

that are subject to floating interest rates.

The economic impact of COVID-19 is not expected to change the way interest rate risk is managed.

Significant assumptions used in the interest rate sensitivity analysis include:

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

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

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

the change as a parallel shift in the forward curve.

Notes to the financial statements

For the year ended 30 June 2020

Notes to the financial statements

For the year ended 30 June 2020

The Group has $14.6 million (2019: $11 million) of financial assets that are overdue and not impaired.

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ended 30 June 2020

Financial Statementsfreightways.co.nz

Sensitivity analysis:
Interest rate

movement

NZD/AUD

movement

Impact on profit

Impact on other

components of equity

Impact on

liabilities & equity

Carrying

amount

$000

+100

basis

points

$000

-100

basis

points

$000

+100

basis

points

$000

-100

basis

points

$000

+ or – 10% in

value of NZD

$000

2020

Financial assets

Cash and cash equivalents16,686120(120)120(120)-

Trade and other receivables100,025-----

Financial liabilities

Borrowings221,694(1,596) 1,596(1,596) 1,596 1,382/(1,689)

Derivative financial instruments2,882527(527)1,545(1,584) -

2019

Financial assets

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

Trade and other receivables80,951-----

Financial liabilities

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

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

(d) Fair value estimation

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

due to the short-term nature of trade receivables and payables. The fair value of financial liabilities for disclosure purposes is

estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for

similar financial instruments.

The fair values of financial instruments are estimated using discounted cash flows. The fair value of interest rate swaps and

foreign exchange hedges are calculated as the present value of the estimated future cash flows.

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

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

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

as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or

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

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

in Level 1 above) or indirectly (i.e., derived from prices). The fair value of financial instruments that are not traded in an active

market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques

maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all

significant inputs required to fair value an instrument are observable, the fair value of an instrument is included in Level 2.

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

the fair value of an instrument would be included in Level 3.

Specific valuation techniques used to value financial instruments include:

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

on observable yield curves;

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

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

• Discounted cash flow analysis for other financial instruments.

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

adjustments include:

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

performance; and

• Management’s knowledge of the business and the industry it operates in.

Level 1

$000

Level 2

$000

Level 3

$000

Total

$000

2020

Liabilities

Derivative financial instruments-2,882-2,882

Contingent consideration in a

business combination

--27,38627,386

Total liabilities-2,88227,38630,268

2019

Liabilities

Derivative financial instruments-5,417-5,417

Contingent consideration in a

business combination

--1,4641,464

Total liabilities-5,4171,4646,881

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

no transfers between levels during the year.

Notes to the financial statements

For the year ended 30 June 2020

Notes to the financial statements

For the year ended 30 June 2020

110111

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

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

2020

$000

2019

$000

Opening balance1,4643,113

Acquisition of businesses27,381-

Settlement-(1,097)

Purchase price adjustment(1,505)(461)

Exchange rate adjustments46(91)

Closing balance27,3861,464

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

· Non-recurring items(1,505)(461)

· Net interest and finance costs--

(1,505)(461)

31.2 Capital risk management

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

structure, the Group has the ability to vary the level of dividends paid to shareholders, return capital to shareholders or issue new

shares, reduce or increase bank borrowings or sell assets. The Group does not have any externally imposed capital requirements.

The Group’s long term debt facilities impose a number of banking covenants. These covenants are calculated monthly and are

reported to the banks quarterly on a rolling 12-months basis. The most significant covenant relating to capital management is

a requirement for the Group to maintain its operating leverage (net debt divided by profit before interest, tax, depreciation and

amortisation) below a maximum level. There have been no breaches of banking covenants or events of review during the current

or prior year.

Financial assets at

amortised cost

Derivatives used

for hedging

Total

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

Group

Trade and other receivables

(excluding prepayments)100,02580,951--100,02580,951

Cash and cash equivalents16,68615,986--16,68615,986

Total116,71196,937--116,71196,937

Derivatives used for

hedging

Other financial liabilities

at amortised cost

Total

2020

$000

2019

$000

2020

$000

2019

$000

2020

$000

2019

$000

Group

Borrowings (excluding lease

liabilities)--221,694167,394221,694167,394

Lease liabilities--311,072256311,072256

Derivative financial instruments2,8825,417--2,8825,417

Trade and other payables --87,48251,31087,48251,310

Total2,8825,417620,248218,960623,130224,377

Note 32. Financial instruments by category

(a) Assets, as per balance sheet

(b) Liabilities, as per balance sheet

Note 33. Business combinations

Acquisition of Big Chill Distribution Limited (“BCD”)

Effective 1 April 2020, the Group acquired 100% of BCD, a company operating in the New Zealand temperature-controlled transport and

facilities market, for an initial consideration of approximately $114.6 million and a future earn-out representing 20% of BCD Enterprise

Value as at 30 June 2022. This acquired subsidiary operates within the Group’s express package & business mail division.

The contribution of BCD to the Group results for the year ended 30 June 2020 was revenue of $22 million and operating profit before

interest, income tax and amortisation of intangibles of $2.7 million. If this acquisition had occurred at the beginning of the year, the

contribution to revenue and operating profit before interest, income tax and amortisation of intangibles for the period is estimated at

$100.9 million and $12.9 million, respectively. There was no material impact on these contributions from COVID-19.

Notes to the financial statements

For the year ended 30 June 2020

Notes to the financial statements

For the year ended 30 June 2020

Contingent consideration in a business combination relates to the acquisition of Big Chill Distribution Limited in the current

year (2019: relates to acquisition of the business and assets of State Waste Services). Refer Note 33 for details of acquisitions.

112113

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and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

$000
Purchase consideration:

Cash paid during the period84,553

Issue of Freightways shares30,000

Fair value of future earn-out payment27,193

Total purchase consideration141,746

The fair value of the trade and other receivables acquired as part of the business combination amounted to $11.7 million. The gross

contractual amount is $12.1 million, with a loss allowance of $0.4 million recognised on acquisition.

The estimated discounted future earn-out payment of $27.2 million may be payable in August 2022 and has been accrued for in the

financial statements, but is contingent upon certain financial performance hurdles being achieved for the years ended 30 June 2021

and 2022. The potential undiscounted amount of the future earn-out payment that the Group expects could be required to be made in

respect of this acquisition is between nil and $30 million. The Group has forecast several scenarios and probability-weighted each to

determine a fair value for this contingent payment arrangement.

The goodwill of $83.8 million arising upon this acquisition is attributable to the business know-how and the premium paid for

strategic reasons, including acquiring an entry point into the temperature-controlled transport and facilities industry. None of the

goodwill recognised is expected to be deductible for income tax purposes.

The fair value of certain assets and liabilities arising from the acquisition have been determined on a provisional basis due to the

acquisition being completed close to the financial year end. Plant and equipment, customer relationships and brand name have been

measured provisionally, pending confirmation of certain determinants and completion of independent valuations. The fair value of

these assets will be finalised within 12 months from the acquisition date.

Fair value of assets and liabilities arising from the acquisition:

Cash and cash equivalents5,715

Trade and other receivables11,706

Plant and equipment24,256

Right-of-use assets91,292

Net investment in sublease4,506

Brand name5,500

Customer relationships 40,900

Non-compete agreement1,900

Goodwill83,754

Trade and other payables(12,802)

Borrowings(6,023)

Deferred tax liability(12,723)

Lease liabilities(96,235)

141,746

The following table summarises the purchase consideration and the fair value of assets acquired and liabilities assumed:Other acquisitions during the year:

During the year ended 30 June 2020, the Group acquired seven small information management businesses in Australia for an

aggregate purchase consideration totalling approximately $10.4 million. These businesses have been integrated into the Australian

businesses of the Group’s information management division. The acquisitions were of the business & assets of:

• Green Team in South Australia (SA) on 2 September 2019

• Country Hygiene in New South Wales (NSW) on 1 October 2019

• Scanning Conversion Services in SA on 1 November 2019

• Specialised Waste Treatment Services in NSW on 2 December 2019

• Pro Opt in NSW on 6 March 2020

• Queensland Document Destruction on 16 March 2020

• Avon Paper in Western Australia on 1 April 2020

The contribution of these businesses to the Group results for the year ended 30 June 2020 was revenue of $3.4 million and operating

profit before interest, income tax and amortisation of intangibles of $0.5 million, net of acquisition costs of $0.3 million.

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

income tax and amortisation of intangibles for the year is estimated at $6.5 million and $1.3 million (net of acquisition costs of $0.3

million), respectively.

$000

Purchase consideration:

Cash consideration paid during the year10,168

Estimated working capital adjustment194

10,362

Fair value of assets and liabilities arising from the acquisition:

Trade and other receivables7

Inventories33

Plant and equipment1,139

Customer relationships3,109

Goodwill7,659

Trade and other creditors(288)

Provisions(520)

Deferred tax liability(777)

10,362

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

Notes to the financial statements

For the year ended 30 June 2020

Notes to the financial statements

For the year ended 30 June 2020

114115

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

The goodwill of $7.7 million arising upon these acquisitions is attributable to the business know-how obtained and economies of
scale expected to be enhanced by integrating these businesses into the operations of the Group. None of the goodwill recognised is

expected to be deductible for income tax purposes.

The fair value of certain assets and liabilities arising from these acquisitions has been determined on a provisional basis. Plant

and equipment and customer relationships have been measured provisionally, pending confirmation of certain determinants and

valuation methods. The fair value of these assets will be finalised within 12 months from the acquisition date.

Prior period acquisitions:

State Waste Services (SWS)

Effective 1 September 2017, the Group acquired the business and assets of SWS, an Australian-based medical waste collection and

destruction business, for an initial payment of approximately $6.5 million (A$5.9 million) and a future maximum earn-out of up to

$4.5 million (A$4.1 million). SWS was branded as Med-X and integrated into the Group’s Shred-X business within the information

management division.

The potential earn-out is contingent upon certain financial performance hurdles being achieved for the years ended 30 June 2019, 2020

and 2021. The Group has forecast several scenarios and probability-weighted each to determine a fair value for this contingent payment

arrangement. As at 30 June 2020, based on the actual performance of the acquired business, management has estimated that there is

likely to be no future earn-out payment payable in September 2021 and accordingly has reversed the accrual of $1.5 million as a non-

recurring gain in the income statement.

Note 34. Investment in associate

In October 2019, the Group acquired a 33% interest in Sweetspot Group Limited (trading as GoSweetSpot (GSS)) for $7.5m. GSS is a

New Zealand-based courier and freight aggregator. GSS purchases courier services from the Group for on-selling to its customers.

The Group also utilises the GSS software solution to support some of its own customers.

Note 35. Significant events after balance date

Freightways Performance Share Rights Scheme

In July 2020, the Freightways Board of Directors approved a new Executive Long-term Incentive Scheme for the Freightways

senior leadership team to replace the existing Freightways Senior Executive Share Performance Plan (described in Note 25).

An initial issue of 141,916 Share Rights under the rules of the new scheme was made on 31 July 2020. The Share Rights have

a 3-year vesting period commencing 1 July 2019 and will be eligible for vesting as of 30 June 2022. Vesting is subject to the

achievement of certain financial hurdles set by the Board and included in the annual offer of participation to executives. Once

it has been determined how many Share Rights have vested, each Share Right will convert to a Freightways fully paid ordinary

share at that time.

COVID-19

Post year end, parts of both New Zealand and Australia have seen increased restrictions because of a resumption of COVID-19

cases. To date, this has not had a material impact on the Group’s business activities.

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

Note 36. Standards, amendments and interpretations to existing standards that are not yet effective

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

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

Group will adopt when they become mandatory. As at 30 June 2020, the following new amendments are applicable to the Group:

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

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

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

business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together

significantly contribute to the ability to create outputs. It narrows the definitions of a business and of outputs by focusing on goods

and services provided to customers and by removing the reference to an ability to reduce costs. It also removes the assessment

of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. In

addition, an entity can apply an optional “concentration test” that, if met, eliminates the need for further assessment. Under this

optional test, where substantially all the fair value of gross assets acquired is concentrated in a single asset (or a group of similar

assets), the assets acquired would not represent a business.

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

also affect the accounting for disposal transactions.

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

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

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

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

Notes to the financial statements

For the year ended 30 June 2020

Notes to the financial statements

For the year ended 30 June 2020

116117

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Shareholder information
Stock exchange listing

The Company’s fully paid ordinary shares are listed on NZSX (the New Zealand Stock Exchange).

Distribution of shareholders and shareholdings as at 31 July 2020

Number

of holders

Number

of shares held

% of issued

capital

Size of shareholding

1 to 1,9993,2823,204,2341.94

2,000 to 4,9992,5637,759,1254.69

5,000 to 9,9991,2748,363,0335.06

10,000 to 49,99981513,640,0688.25

50,000 to 99,999392,427,6651.47

100,000 to 499,999264,491,9582.72

500,000 to 999,99975,174,1943.13

1,000,000 and over14120,352,82772.74

Total shareholders8,020165,413,104100.00

Geographic distribution

New Zealand7,851163,100,25097.89

Australia1012,062,9831.26

Other68249,8710.85

8,020165,413,104100.00

Substantial product holders as at 31 July 2019

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

of the Financial Markets Conduct Act 2013:

Voting securities

Number%

ANZ New Zealand Investments Limited, ANZ Bank New Zealand

Limited, ANZ Custodial Services New Zealand Limited, ANZ

New Zealand Investments Nominees Limited and OnePath Funds

Management Limited (Australia)

10,055,8676.08

Investment Services Group Limited9,451,3485.71

The total number of issued voting securities of the Company as at 31 July 2020 was 165,413,104.

Number of

Shares held

% of issued

capital

Citibank Nominees (New Zealand) Limited <CNOM90> *14,094,6598.52

HSBC Nominees (New Zealand) Limited <HKBN45> *12,294,9807.43

FNZ Custodians Limited9,904,5915.99

TEA Custodians Limited <TEAC40> *9,185,2255.55

Custodial Services Limited <A/C 4>8,261,8864.99

Accident Compensation Corporation <ACCI40> *7,199,9954.35

ANZ Custodial Services New Zealand Limited <PBNK90>*6,677,7414.04

JPMorgan Chase Bank <CHAM24> *5,906,4933.57

HSBC Nominees (New Zealand) Limited <HKBN90> *5,050,4563.05

Custodial Services Limited <A/C 3>4,627,1272.80

Port Devon Limited3,153,5541.91

BNP Paribas Nominees (NZ) Limited <COGN40>*3,082,4201.86

Custodial Services Limited <A/C 2>2,811,2011.70

Forsyth Barr Custodians Limited <1-Custody>2,769,9771.67

ANZ Wholesale Australasian Share Fund <PNAS90>*2,743,2641.66

JBWere (NZ) Nominees Limited <NZ Resident A/C>2,741,0741.66

New Zealand Depository Nominee Limited <A/C 1 Cash Account>2,698,7731.63

National Nominees Limited – <NNLZ90> *2,456,0811.48

Investment Custodial Services Limited <A/C C>2,027,0991.23

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited <SUPR40> *1,927,0621.16

109,613,65866.25

Top twenty registered shareholders of listed shares as at 31 July 2020

Shareholder information

*Held through NZ Central Securities Depository Limited

118119

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

This statement is an overview of the Group’s main corporate governance policies, practices and processes adopted or followed
by the Board of Directors. The Group’s corporate governance processes do not materially differ from the principles set out in the

NZX Corporate Governance Code.

The role of the Board of Directors

The Board of Directors of Freightways Limited (the Board) is committed to the highest standards of corporate governance and ethical

behaviour, both in form and substance, amongst its Directors and the people of the Company and its subsidiaries (Freightways).

Board responsibilities

The Board’s corporate governance responsibilities include overseeing the management of Freightways to ensure proper direction

and control of Freightways’ activities.

In particular, the Board will establish corporate objectives and monitor management’s implementation of strategies to achieve

those objectives. It will approve budgets and monitor performance against budget. The Board will ensure adequate risk

management strategies are in place and monitor the integrity of management information and the timeliness of reporting to

shareholders and other stakeholder groups.

The Board will follow the corporate governance rules established by the New Zealand Stock Exchange and Directors will act in

accordance with their fiduciary duties in the best interests of the Company.

A formal Board Charter, which can be found at https://www.freightways.co.nz/about/corporate-governance/, has been adopted

by the Board that elaborates on Directors’ responsibilities. The Board will internally evaluate its performance annually. Any

recommendations flowing from this review will be implemented promptly. The Board will review its Corporate Governance practice

against current best practice and continue to develop company policies and procedures, as deemed necessary.

Board composition

In accordance with the Company’s constitution, the Board will comprise not less than three directors. The Board will be comprised

of a mix of persons with complementary skills appropriate to the Company’s objectives and strategies. The Board must include

not less than two persons (or if there are eight or more directors, three persons or one third rounded down to the nearest whole

number of directors) who are deemed to be independent.

Freightways’ Board currently comprises six Directors: the non-executive Chairman and five non-executive directors.

All Freightways’ Directors are independent. Key executives attend board meetings by invitation.

Diversity & Inclusion

The Company has a formal diversity & inclusion policy which can be found at https://www.freightways.co.nz/about/corporate-

governance/. The Company is committed to encouraging diversity throughout all levels of its operations and by ensuring all employees

have an equal opportunity to realise their career ambitions within Freightways. As required to be reported by the NZX Listing Rules,

the Company advises that from a gender diversity perspective, as at 30 June 2020, the Board was comprised of four male and

two female directors (2019: four male and two female directors), and all five officers of the Company, who are not directors of the

Company, were male (2019: all five officers of the Company, who were not directors of the Company, were male).

The Company conducted a Group-wide climate survey on culture and diversity of our employees and contractors in 2019. The results

of this survey formed the following objectives:

i. To help develop the careers of our people with a focus on gender and ethnic diversity through into leadership roles;

ii. To improve the mental health and wellbeing of our contractors and employees; and

iii. To maintain our focus on being a diverse and inclusive workplace through leading by example and targeted training and awareness.

Corporate governance statement

Meetings HeldMeetings Attended

Director

Mark Verbiest1212

Kim Ellis1211

Abby Foote1212

Peter Kean1212

Mark Rushworth1212

Andrea Staines1211

Meetings HeldMeetings Attended

Director

Abby Foote66

Mark Rushworth66

Mark Verbiest66

Board committees

Standing committees have been established to assist in the execution of the Board’s responsibilities. These committees

utilise their access to management and external advisors at a suitably detailed level, as deemed necessary and report back

to the full Board. Each of these committees has a charter outlining its composition, responsibilities and objectives. The

committees are as follows:

Audit & Risk Committee: The Audit & Risk Committee is responsible for overseeing risk management, accounting and audit

activities and reviewing the adequacy and effectiveness of internal controls, meeting with and reviewing the performance of

external auditors, reviewing the Annual Report and Half Year Results Release and making recommendations on financial and

accounting policies. The Company’s Audit & Risk Committee Charter can be found at https://www.freightways.co.nz/about/

corporate-governance/.

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

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

relevant Subject Matter Professionals to execute an internal audit programme that effectively covers a broad spectrum of risks.

Ernst & Young regularly reports on their activities to the Audit & Risk Committee.

The members are Abby Foote (Chair), Mark Rushworth and Mark Verbiest. All members are independent non-executive

Directors. Meetings were held and attended, as follows:

Board meetings

The following table outlines the number of board meetings attended by Directors during the course of the 2020 financial year:

120121

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Meetings HeldMeetings Attended
Director

Kim Ellis55

Peter Kean55

Andrea Staines55

Mark Verbiest 55

People & Remuneration Committee: The People & Remuneration Committee is responsible for overseeing Freightways human

resource practices, reviewing the remuneration and benefits of the senior management, reviewing and recommending the

remuneration of Board members, and making recommendations to the Board in respect of succession planning. The Company’s

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

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

Meetings were held and attended, as follows:

Nominations Committee: The Nominations Committee is responsible for ensuring the Board is composed of Directors who

contribute to the successful management of the Company, ensuring formal review of the performance of the Board, individual

Directors and the Board’s committees, ensuring effective induction programmes are in place for the Directors and confirming the

status of Directors’ independence for external reporting purposes. The Company’s Nominations Committee Charter can be found at

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

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

Andrea Staines. Meetings were held and attended, as follows:

Code of ethics

Freightways expects its Directors and employees to maintain high ethical standards that are consistent with Freightways’ core

values, business objectives and legal and policy obligations. A formal Code of Ethics has been adopted by the Board and can

be found at https://www.freightways.co.nz/about/corporate-governance/. Freightways’ people are expected to continue to lead

according to this Code. The Code deals specifically with conflicts of interest, proper use of information, proper use of assets and

property, conduct and compliance with applicable laws, regulations, rules and policies.

Protected disclosures (whistleblower)

The Company is committed to encouraging, supporting and respecting open and honest accountable work practices. The Company

believes all employees have a responsibility to eliminate serious wrongdoing in the workplace. The Company’s Protected Disclosure

(Whistleblower) Policy can be found at https://www.freightways.co.nz/about/corporate-governance/.

Delegation of authority

The Board delegates its authority where appropriate to the Chief Executive Officer for the day-to-day affairs of Freightways. Formal

policies and procedures exist that detail the parameters that the Chief Executive Officer and in turn his direct reports are able to

operate within.

Meetings HeldMeetings Attended

Director

Mark Verbiest11

Kim Ellis11

Abby Foote11

Peter Kean 11

Mark Rushworth11

Andrea Staines11

Share trading by Directors and management

The Board has adopted a policy that ensures compliance with New Zealand’s insider trading laws. This policy requires prior

consent by the Chief Financial Officer in relation to any trading by executive management, and in the case of Directors of the

Company and its subsidiaries, prior consent by the Chairman of the Board. The Company’s Insider Trading Policy can be found at

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

Treasury policy

Exposure to foreign exchange and interest rate risks is managed in accordance with the Group’s Treasury Policy that sets limits

of management authority. Derivative financial instruments are used by the Group to manage its business risks; they are not used

for speculative purposes.

Reporting and disclosure

The Company is committed to promoting investor confidence by providing timely, accurate and full disclosure of information

in accordance with the NZX Listing Rules. The Company has appointed its Chief Financial Officer as its Disclosure Officer.

The Disclosure Officer is responsible for monitoring Freightways’ business to ensure it complies with its disclosure obligations.

The Disclosure Officer has access to all necessary information provided by the direct reports of Freightways’ Chief Executive

Officer in respect of their areas of responsibility. The Disclosure Officer will regularly request certification from the Chief

Executive Officer’s direct reports that all reasonable enquiries have been made to ensure all relevant material information has

been disclosed to the Disclosure Officer. The Company’s Disclosure & Communications Policy can be found at https://www.

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

122123

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

Directory
For inquiries in relation to Freightways’ services and

products contact the offices listed below or refer to Freightways’

website at www.freightways.co.nz

Messenger Services Limited

32 Botha Road

Penrose

DX EX10911

Auckland

Telephone: 09 526 3680

www.sub60.co.nz

www.kiwiexpress.co.nz

www.stuck.co.nz

www.securityexpress.co.nz

New Zealand Couriers Limited

32 Botha Road

Penrose

DX CX10119

Auckland

Telephone: 09 571 9600

www.nzcouriers.co.nz

Post Haste Limited

32 Botha Road

Penrose

DX EX10978

Auckland

Telephone: 09 579 5650

www.posthaste.co.nz

www.passtheparcel.co.nz

Castle Parcels Limited

163 Station Road

Penrose

DX CX10245

Auckland

Telephone: 09 525 5999

www.castleparcels.co.nz

NOW Couriers Limited

161 Station Road

Penrose

Auckland

Telephone: 09 526 9170

www.nowcouriers.co.nz

Shred-X Pty Limited

PO Box 1184

Oxenford

Queensland 4210

Auckland

Telephone: +61 1 300 747 339

www.shred-x.com.au

www.med-xsolutions.com.au

New Zealand Document

Exchange Limited

20 Fairfax Avenue

Penrose

DX CR59901

Auckland

Telephone: 09 526 3150

www.dxmail.co.nz

www.dataprint.co.nz

The Information Management

Group (NZ) Limited

33 Botha Road

Penrose

DX EX10975

Auckland

Telephone: 09 580 4360

www.timg.co.nz

Fieldair Holdings Limited

Palmerston North International

Airport

Palmerston North

DX PX10029

PALMERSTON NORTH

Telephone: 06 357 1149

www.fieldair.co.nz

Big Chill Distribution Limited

28 Pukekiwiriki Place

Highbrook

Auckland

Telephone: 09 272 7440

www.bigchill.co.nz

The Information Management

Group Pty Limited

PO Box 21

Enfield

New South Wales 2136

Australia

Telephone: +61 2 9882 0600

www.timg.com

www.filesaver.com.au

www.litsupport.com.au

Board of Directors

Mark Verbiest (Chairman)

Kim Ellis

Abby Foote

Peter Kean

Mark Rushworth

Andrea Staines OAM

Registered office

32 Botha Road

Penrose

DX CX10120

Auckland

Telephone: 09 571 9670

Facsimile: 09 571 9671

www.freightways.co.nz

Auditors

PricewaterhouseCoopers

15 Customs Street West

Auckland

Share registrar

Computershare Investor Services Limited

159 Hurstmere Road

Takapuna

North Shore City 0622

DX CX10247

Stock exchange

The fully paid ordinary shares of Freightways

Limited are listed on NZX Limited (the

New Zealand Stock Exchange).

Company particulars

Risk management

The Company operates in an environment that contains a number of operational and strategic risks. It actively manages risk

to ensure it operates a safe workplace and is able to sustain the achievement of its business objectives. Risk management

techniques and capability assist managers to focus on uncertainties and vulnerabilities associated with the future, thereby

improving the likelihood of meeting business objectives.

The management of risk is a core management responsibility. All management and employees are accountable to employ

risk management processes within their area of control to aid in the achievement of business objectives. A process to ensure

risk has been adequately identified, considered and can be managed, is evident in all key decision-making processes. The

Chief Executive Officer, Chief Financial Officer and subsidiary management ensure that risks to the business are identified and

evaluated, that effective responses and control activities are developed and that appropriate monitoring and timely re-evaluation

is conducted.

The Board and its Audit & Risk Committee are responsible for setting policy, assessing and monitoring strategic risks and

ensuring management maintains an effective risk management framework.

Ernst & Young performs internal audit on areas assessed to be highest risk for the business and are reviewed on a regular

basis, including IT project management, payroll processing and managing business continuity.

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

Health & safety risks

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

of the Company’s health & safety risks. The prevention of accidents and injuries is of vital importance and no task is regarded

to be so important that it may be done in an unsafe manner. The Company has developed and maintains a Health & Safety

Manual that details the procedures required of all managers, employees and contractors to maintain a healthy and safe

working environment.

The Company is subject to internal and external audit and review, including external audit as part of the Accident

Compensation Corporation’s Accredited Employers Programme and also New Zealand’s Civil Aviation Authority audit of the

Group’s Fieldair operations.

The Board monitors, supports and completes its own due diligence on the health & safety practices of the Company.

Health & safety is a standing Board agenda item that is discussed at all scheduled Board meetings.

124125

Freightways Limited

and its subsidiaries

Annual Report Financial Year

ended 30 June 2020

Financial Statementsfreightways.co.nz

---

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’s Annual Report for the year ended 2020 is publicly available on our website

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Please tick this box if you would like to receive a printed copy of the Annual Report when available

each year.

Phone

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Address

Computershare Investor Services Limited

Private Bag 92119

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We encourage you to elect to receive all your shareholder communications electronically by

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communications electronically. This will include the Annual Report, transaction statements, payment advices,

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Though these reports are available electronically, you have the right to receive a printed copy free of charge of the

Annual Report (when available) each year prepared under the NZX Listing Rules.

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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