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2020 Full Year Results

Full Year Results17 November 2020NPHIndustrials

NZX AND MEDIA RELEASE
18 NOVEMBER 2020

FINANCIAL RESULTS FOR THE YEAR TO 30 SEPTEMBER 2020

Napier Port benefits from resilient regional cargo flows

HIGHLIGHTS

· Annual revenue rose 0.8% to $100.4 million from $99.6 million in the same period last year

• Container volumes were down 1.1% to 268,000 TEU and bulk cargo volumes were down

8.3% to 3.1 million tonnes due principally to COVID-19 disruptions

• Pro forma EBITDA

1

rose 1.3% to $41.0 million

• Result from operating activities

2

decreased 2% to $41.2 million

• Pro forma net profit after tax

1

rose by 4.2% to $20.4 million in line with IPO forecasts

• Audited net profit after tax rose from $6.8 million to $22.0 million

• Trade sentiment is buoyant, but the outlook remains uncertain due to the impact of COVID-19

and broader economic conditions

• No cruise ship visits expected in the FY2021 cruise season

• Board resolved to pay a final dividend of 5 cents per share

• Guidance for 2021 of underlying EBITDA of between $34 million and $38 million

Napier Port (NZX.NPH), the premier freight gateway for Hawke’s Bay and the lower North Island, today

reports resilient regional cargo flows have underpinned annual revenue and earnings, despite the

challenges of the COVID-19 pandemic.

It reports continued investment in its infrastructure - including its new multi-purpose 6 Wharf - reflecting

its confidence in the long-term economic prospects for its region and the service proposition it offers

regional cargo owners. However, due to the new economic realities the company faces in the wake of

the pandemic, Napier Port also notes that earnings for the new financial year are expected to be

reduced.

FINANCIAL RESULTS

Revenue for the year to 30 September 2020 rose 0.8% to $100.4 million from $99.6 million in the same

period a year ago. Napier Port’s total container trade was down just 1.1% to 268,000 twenty-foot

equivalent units (TEU) from 271,000 TEU, while bulk cargo volumes fell 8.3% to 3.1 million tonnes from

3.4 million tonnes, principally reflecting the impact of the pandemic lockdown on the log export trade.

Although the pandemic brought the cruise ship season to a premature end the port hosted 76 cruise

lines, up from 70 in the prior year. Revenues were also underpinned by increased revenues per trade

unit.

The result from operating activities of $41.2 million decreased by 2% from $42.0 million in the prior year.

Audited net profit after tax rose from $6.8 million to $22.0 million. The result for the prior year included

1

Pro forma EBITDA and pro forma net profit after tax are alternative non-NZ GAAP measures. For further

information please refer to the Supplemental Selected Financial Information released to the NZX today and

available on the company’s website.

2

Result from operating activities is an alternative non-NZ GAAP measure and represents core underlying operating

earnings. For further information please refer to Note 24 of the 2020 Annual Consolidated Financial Statements

and the Supplemental Selected Financial Information.

several one-off charges, including the costs related to the IPO and capital restructuring. Stripping out
these adjustments, pro forma net profit after tax rose to $20.4 million from $19.6 million in the prior year,

a figure above the guidance given at the time of the IPO.

Napier Port Chair Alasdair MacLeod said: “Napier Port’s first year of operation as a listed entity was

significantly more challenging than we anticipated at listing, as we navigated the uncharted territory of

COVID-19.

“Despite all the uncertainties associated with the pandemic, our management and people have worked

through these unique challenges with commitment and calm. This resilience operationally, backed up

by tight financial controls, has left Napier Port in a stronger position than we anticipated at the outset of

COVID-19. It has further cemented our position as the major freight gateway for our region and the

lower North Island.

“The recovery was so strong that the Board moved to repay the Government wage subsidy for which

we qualified and accepted in the early stages of the health crisis.

“Our confidence in the region and in the quality of our offering is such that through this period we have

forged ahead with the construction of our new wharf - 6 Wharf.

“This vital piece of infrastructure remains within budget, is scheduled to be completed by late 2022, and

when finished will give us the ability to handle bigger ships, more shipping lines, and the ever-increasing

volume of cargo generated by the region, or attracted to Napier Port by our superior service.”

Chief Executive Todd Dawson said: “In the face of the significant challenges we saw as a result of

COVID-19, we have continued to deliver on our strategic purpose to work for our region. We have done

this by maintaining and strengthening the global connections that are fundamental to linking Hawke’s

Bay and New Zealand’s central and lower North Island supply chains to the world.

“In any other year, Napier Port would treat this all as business as usual. What makes this year stand

out is that we achieved all of this, as well as an outstanding financial result, when - more than ever - the

health, safety and the economic wellbeing of our people and our region were at stake.”

DIVIDEND AND OUTLOOK

Mr MacLeod said the IPO has given Napier Port a sound balance sheet.

“We ended the financial year with net cash of $7.9 million, compared to $31.2 million at the same time

a year ago, and retained undrawn borrowing facilities of $180 million.

“While this is a stronger liquidity position than we envisaged at the time of the IPO, we now face a more

uncertain outlook. This uncertainty comes at a time when we are investing in a once-in-a-generation

upgrade to our core infrastructure.

“Sentiment amongst our customers remains upbeat and positive, particularly in the meat and forest

products sectors, however significant uncertainty remains for our cruise industry customers entering

into the new year. Neither Napier Port nor its customers are complacent about the risks to both the

global, national and regional economy as we look to the future.

“In addition to these uncertainties, there are secondary effects which have a direct bearing on the region

and cargo flows through Napier Port, including access to labour to harvest our region’s primary produce

and ongoing congestion in supply chains in the upper North Island.

“As we signalled earlier in the year, we do not expect a resumption of cruise ship visits this cruise

season and we are conscious of the uncertainty regarding the timing and eventual extent of this

industry’s revival. We continue to exercise a disciplined approach to operating and capital expenditure

and are pursuing efficiencies, however, several of the cost saving measures introduced in response to

COVID-19, including the already signalled deferrals of operational and capital expenditure, cannot be
sustained in the new financial year.

“Finally, the board believes Napier Port should configure itself for the long term not only in terms of

infrastructure, but also in terms of people and capability. All these factors translate into an expectation

for underlying EBITDA for the year to 30 September to range between $34 million and $38 million. “For

many of these reasons, the Board cancelled the interim dividend and Directors still believe protecting

Napier Port’s balance sheet remains a prudent stance.

“We have therefore declared a final dividend of 5 cents per share, up from the 2.5 cents per share paid

at the same time a year ago but less than forecast at the time of the IPO. The dividend has a record

date of 4 December and a payment date of 18 December.

“Napier Port is standing strong for our region. Over many years we have established a record of working

with our customers and our broader community of stakeholders to ensure an efficient, agile and resilient

supply chain for our region,” Mr MacLeod said.

“Our focus for the current year – despite the uncertainty – is to continue to build on this success. We

are looking forward to providing an update on our progress at our annual shareholders meeting in

December.”

Further detail on Napier Port’s financial performance for the year to 30 September 2020 is included in

the annual report and investor presentation released to the NZX today and available on the company’s

investor website at:https://www.napierport.co.nz/investor-centre/

ENDS

For more information:

InvestorsMedia

Kristen Lie Richard Inder

Chief Financial Officer The Project

DDI +64 6 833 4405 DD: 021 645643

E:kristenl@napierport.co.nz E:richard@theproject.co.nz

About Napier Port

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

from Hawke’s Bay and the lower North Island and operate a long-term regional infrastructure asset that

supports the regional economy. Our strategic purpose is to collaborate with the people and organisations

that have a stake in helping our region grow. On the web:www.napierport.co.nz

Conference Call

Napier Port will hold a conference at 11.00am (NZT) (9.00am, AEDT) today. To attend to the conference

call participants must pre-register at the following link:

https://s1.c-conf.com/DiamondPass/10010358-by78Ft.html

Registrations can be taken right up to the commencement of the call.

---

STANDING STRONG
FOR OUR REGION

ANNUAL REPORT – TE PŪRONGO Ā-TAU / 2020

CONTENTS
HIGHLIGHTS 4

CHAIRMAN’S REPORT 6

CHIEF EXECUTIVE’S REPORT 8

CHIEF FINANCIAL OFFICER’S

MANAGEMENT DISCUSSION AND ANALYSIS 11

STRATEGY DELIVERS RESILIENCE

IN UNCERTAIN TIMES 14

STRATEGIC PRIORITIES PROGRESS

WELL DESPITE DISRUPTION 16

CUSTOMER CONNECTION 19

DATA AND TECHNOLOGY 23

NETWORKED INFRASTRUCTURE 27

6 WHARF ON TRACK 31

COLLABORATIVE PARTNERSHIPS 33

CULTURE OF CARE 37

OUR PEOPLE 39

ENVIRONMENTAL, SOCIAL AND GOVERNANCE 40

BOARD OF DIRECTORS 42

SENIOR MANAGEMENT 44

FINANCIAL STATEMENTS

AND OTHER DISCLOSURES 47

CORPORATE GOVERNANCE STATEMENT 48

OTHER DISCLOSURES 56

CONSOLIDATED INCOME STATEMENT 61

CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME 62

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY 63

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION 64

CONSOLIDATED STATEMENT

OF CASH FLOWS 65

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS 67

TRADE AND FINANCIAL FIVE YEAR SUMMARY 90

INDEPENDENT AUDITOR’S REPORT 91

DIRECTORY 95

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 1

2 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

OUR STRATEGIC
LOCATION AND CARGO

HANDLING CAPACITY

MAKE US A KEY

CONNECTION IN THE

SUPPLY CHAIN, BUT

IT’S OUR PEOPLE, THE

SERVICE WE PROVIDE

AND OUR INNOVATIVE

SYSTEMS THAT ARE

THE FOUNDATIONS

OF OUR SUCCESS

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 3

HIGHLIGHTS
304

CHARTER

VESSEL CALLS


DOWN 3.2

%

2.4

MILLION

TONNES OF

LOG EXPORTS


DOWN 8.3

%

$

10

MILLION

FINAL DIVIDEND


5 CENTS

PER SHARE

49

THOUSAND

TEU HANDLED

THROUGH PORT PACK


DOWN 2.2

%

268

THOUSAND

TEU CONTAINERS

HANDLED


DOWN 1.1

%

$22

MILLION

NET PROFIT


UP 221

%

4 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

HIGHLIGHTS
293

CONTAINER

VESSEL CALLS


DOWN 3.3

%

5.0

MILLION

TONNES OF

CARGO HANDLED


DOWN 7.5

%

$

100

.4


MILLION

REVENUE


UP 0.8

%

3.1

MILLION

TONNES OF BULK

CARGO HANDLED


DOWN 8.3

%

76

CRUISE

SHIP CALLS


UP 8.6

%

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 5

CHAIRMAN’S REPORT
STANDING STRONG

FOR OUR REGION

HE WAKA EKE NOA – WE ARE ALL IN THIS TOGETHER / WE'VE GOT THIS

TĒNĀ KOUTOU E NGĀ

KAIWHAKARATO MONI,

Napier Port’s first year of operation as a listed entity was

significantly more challenging than we anticipated at listing,

as we navigated the uncharted territory of COVID-19.

Despite all the uncertainties associated with the pandemic,

our management and people have worked through these

unique challenges with commitment and calm. They, along

with all the others who kept the economy moving, deserve

our thanks.

This resilience operationally, backed up by tight financial

controls, has left Napier Port in a stronger position than

we anticipated at the outset of COVID-19. It has further

cemented our position as the major freight gateway

for our region and the lower North Island.

The recovery was so strong that the Board moved to repay

the Government wage subsidy for which we qualified

and accepted in the early stages of the health crisis.

On behalf of shareholders and the entire port team I want

to record our appreciation for the prompt Government

response to COVID-19 and the support it gave

to Napier Port, our region and the broader economy.

The wage subsidy gave us the confidence to retain all our

staff on full pay, even if they were not able to physically

attend at the port. Nevertheless, given the underlying

strength of the business and the strong recovery,

we believed that a refund was the right thing to do.

Our confidence in the region and in the quality of our

offering is such that through this period we have forged

ahead with the construction of our new wharf – 6 Wharf.

This vital piece of infrastructure is scheduled to be

completed by late 2022, and when finished will give us the

ability to handle bigger ships, more shipping lines, and the

ever-increasing volume of cargo generated by the region,

or attracted to Napier Port by our superior service.

FINANCIAL RESULTS

Despite this, the health crisis has not left us unscathed.

As signalled earlier this year, the 2020 financial year was

‘a year of two halves’, with the first largely in line with

forecasts given at the time of the IPO and the second seeing

significant disruptions due largely to COVID-19 lockdowns.

Notwithstanding the trading disruptions, Napier Port’s total

container trade was down just 1.1% to 268,000 twenty-

foot equivalent units (TEU), while bulk cargo volumes fell

8.3% to 3.1 million tonnes, principally reflecting the impact

of the lockdowns on the log export trade. Meanwhile,

the cruise ship season was brought to a premature end.

Revenue for the year to 30 September 2020 rose

to $100.4 million from $99.6 million in the same period

a year ago, due principally to resilient cargo flows and

increased tariffs. Net profit after tax rose from $6.8 million

to $22.0 million. The result for the prior year included

several one-off charges, including the costs related

to the IPO and capital restructuring.

Stripping out these adjustments, pro forma net profit after

tax rose to $20.4 million from $19.6 million in the prior year,

a figure ahead of the guidance we gave at the time of the IPO.

Given the disruption to the year we are very pleased with

the result. In no small measure it reflects belt tightening

across the port, including a reduction in the Director fee

pool, wage and salary increase deferrals and a broader

range of capital and other operational expenditures.

The response of our team to these changes, from

our Chief Executive Todd Dawson and the Senior

Management Team through to those on the front-line

moving cargo, has been inspiring.

Without exception, the team has worked hard to protect

the health and safety of our people and our region while

applying themselves assiduously to the task of keeping cargo

moving across our wharves. It is tangible proof of the value

in fostering what we call a ‘culture of care’ at Napier Port.

6 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DIVIDEND AND OUTLOOK
The IPO has given Napier Port a sound balance sheet.

We ended the financial year with net cash of $7.9 million,

compared to $31.2 million at the same time a year ago,

and retained undrawn borrowing facilities of $180 million.

While this is a stronger liquidity position than we envisaged

at the time of the IPO, we now face a more uncertain outlook.

This uncertainty comes at a time when we are investing

in a once-in-a-generation upgrade to our core infrastructure.

Notwithstanding the resilient cargo flows we have seen

through the COVID-19 crisis, the longer-term impact

of the pandemic remains uncertain. Finally, as we signalled

earlier in the year, we do not expect a resumption of cruise

ship visits this cruise season and we are conscious of the

uncertainty regarding the timing and eventual extent

of this industry’s revival.

We continue to exercise a disciplined approach to

operating and capital expenditure and are pursuing

efficiencies. However, several of the cost saving measures

introduced in response to COVID-19, including the already

signalled deferrals of operational and capital expenditure,

cannot be sustained in the new financial year.

For many of these reasons, the Board cancelled the interim

dividend and Directors still believe protecting Napier Port’s

balance sheet remains a prudent stance. We have therefore

declared a final dividend of 5 cents per share, up from

the 2.5 cents per share paid at the same time a year ago

but less than forecast at the time of the IPO.

The dividend has a record date of 4 December

and a payment date of 18 December.

Napier Port is standing strong for our region. Over many years

we have established a record of working with our customers

and our broader community of stakeholders to ensure an

efficient, agile and resilient supply chain for our region.

Our focus for the current year – despite the uncertainty –

is to continue to build on this success. We are looking

forward to providing an update on our progress at our

annual shareholders meeting in December.

Finally, on behalf of the Board, shareholders, and our region,

I extend our thanks to the cargo owners who entrust their

cargo to Napier Port, and to the entire Napier Port team.

In the face of the uncertainty and an ongoing public health

challenge, you have delivered an outstanding result.

Ngā mihi nui,

ALASDAIR MACLEOD

Chairman

Amid a border lockdown that is

unprecedented in New Zealand’s history,

Napier Port’s significance as a ‘lifeline’

asset has been thrown into stark relief.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 7

CHIEF EXECUTIVE’S REPORT
A STRATEGY

THAT ENDURES

TĒNĀ KOUTOU

In our first year as a publicly listed company, Napier Port

can look back on 2020 with a real sense of pride and

achievement.

In the face of the significant challenges we saw as

a result of COVID-19, we have continued to deliver

on our strategic purpose to work for our region. We have

done this by maintaining and strengthening our global

connections that are fundamental to linking Hawke’s Bay

and New Zealand’s central and lower North Island supply

chains to the world.

In the 12 months to 30 September 2020 we hosted

293 container vessels and moved 268,000 TEU across

our wharves, a 1.1% reduction on the prior year. The fall

was mainly due to the COVID-19 lockdown when all trade

apart from essential cargo, ceased.

Some 304 bulk charter vessels visited during the

year onto which were loaded 2.4 million tonnes of logs

(down 8.3% on the prior year), 140k tonnes of other

exports (down 16.5%), and unloaded 616k tonnes of

imports (down 6.2%). Again COVID-19 trade disruptions,

particularly within forest products, were responsible

for the fall. We hosted 76 cruise lines and their

116,000 passengers and 55,000 crew.

In any other year, Napier Port would treat this as business

as usual. What makes this year stand out is that we achieved

all of this, as well as an outstanding financial result, when

– more than ever - the health, safety and the economic

wellbeing of our people and our region were at stake.

DRIVING GROWTH AND RESILIENCE

We see our success this year, foremost, as a result

of the dedication of our port’s people and the re-validation

of a strategy that puts our customers and our region’s

cargo owners, at the centre of our focus.

Our strategy focuses on five key areas: connecting with

customers, harnessing data and technology, developing

resilient and agile infrastructure, fostering collaborative

partnerships and recognising our people are the

foundation of our business success.

I am delighted to report significant progress on all areas

of the strategy this year.

Building deeper connections with our customers

(detailed on page 19 of this report) ensures we are

responsive to their changing needs. As our relationship

with our longstanding customer Winstone Pulp

International (WPI) demonstrates, these connections

lead to longer term and enduring relationships.

In early October, just after balance date, WPI and

Napier Port renewed our agreement for a further 10 years

with two further 5-year rights of renewal secured to export

WPI’s pulp and timber products from its mill in the central

North Island through Napier Port. A key decision factor for

WPI, in selecting Napier Port as its supply chain partner,

was the resilience we’ve shown, our passion for service

delivery with their business and the certainty it gives them

that Napier Port is a port with a clear plan for the future

of the central and lower North Island.

8 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

We have continued to build our capability this year,
making significant progress with extending our network

of infrastructure (page 27). The centrepiece of this

programme is the development of our new 350-metre

long 6 Wharf. As the cornerstone development of our

future container terminal this key project remains on

budget and on track for completion in 2022. 6 Wharf will

unlock future growth for Hawke’s Bay, and the central and

lower North Island, by providing a port infrastructure that

has greater capacity and capability for moving cargo.

As a result, customers across the North Island will have

access to a smooth, efficient, timely solution for moving

large volumes of cargo to, and from, global markets.

Our commitment to harnessing data and technology

(page 23) is driving real efficiency gains on port and

creating new income streams off port. Successful

developments this year have included: Sharewater,

for marine harbour planning and management; Port Pass,

which makes identity and site access management easy

and the launch of our new vehicle booking system,

Propel. These applications and others we have developed,

are delivering new value across our sites and with

our customers today.

Napier Port has continued to build and develop its

collaborative partnerships in order to ensure our region

keeps growing and we were delighted this year with the

government’s announcement and commitment to assist

with the acceleration of our planned Whakatū inland port

development. This support provides us with an exciting

opportunity to further engage with our customers

and communities in the development of efficient

infrastructure connections across Hawke’s Bay,

New Zealand and global supply chain networks. This comes

at a time when critical infrastructure development has never

before been seen as so important to the economic recovery

of New Zealand following a downturn. The Whakatū inland

port development will provide the critical infrastructure

required by our future generations to enable growth

and we are committed to working alongside the broad

range of stakeholders, especially the local community

of Whakatū, to ensure we progress this development

responsibly over time.

These partnerships are also at the heart of our

commitment to our people, planet and place. We have

included in this report an update on our progress and

plans towards our environmental, social and governance

(ESG) goals (pages 40 to 41), which are founded

on 14 of the UN’s 17 Sustainable Development Goals.

BUILDING CAPABILITY

The foundation of our strategy is built upon the value

of our people and building a resilient culture of care.

We have a diverse and skilled team and the safety

of our team and community has never before been so

important, with our continuing focus on implementing

a comprehensive health and safety programme over

the next three years, making excellent progress this year.

... continued next page

We see our success this year, foremost,

as a result of the dedication of our port's

people and the re-validation of a strategy

that puts our customers and our region’s

cargo owners at the centre of our focus.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 9

During the height of New Zealand’s COVID-19 lockdown
period our immediate focus went to ensuring our people

and community’s physical health and safety, and emotional

wellbeing, was being taken care of during a very testing

time (page 37). Today the Napier Port team remains

vigilant in its focus to protect our people, their whānau

and the wider community from the risks of COVID-19

entering via our port border.

We have managed to retain our people in the face of the

economic impacts of COVID-19 and have continued to

build on the capability and resilience within our team.

Notable additions this year have included new marine

services, legal services, finance and communications

team members. The coming year will see additions

as we build a domestic logistics services capability for

our customers, with the aim of strengthening our offerings

and providing more efficient linkages between our cargo

owner customers and the port.

OUTLOOK

The resilience and continuity of our cargo base and

our shipping line trade over the last year has been very

pleasing. Sentiment amongst our customers remains

upbeat and positive, particularly in the meat and forestry

products sectors, however significant uncertainty remains

for our cruise industry customers entering into the new

year. Neither Napier Port nor its customers are complacent

about the risks to both the global, national and regional

economy as we look to the future.

In addition to these uncertainties, there are secondary

effects which have a direct bearing on the region and

cargo flows through Napier Port. The pipfruit industry

remains dependent on Recognised Seasonal Employer

(RSE) workers, who for the most part remain unable

to travel to our region today. New Zealand’s import supply

chains continue to be disrupted by the pandemic and the

congestion issues being felt at New Zealand’s northern

most ports are likely to continue creating issues for the

foreseeable future as port infrastructure and road and rail

networks struggle to keep up with growth demands.

Napier Port will continue to engage with our customers

and broader stakeholders in assessing how these trends

will play out and we will maintain our focus on ensuring

our region remains connected and thriving.

Finally, I want to again echo Alasdair’s thanks to our

customers and our Napier Port team, and thank the

Board for their support of the management team over

this challenging period. Napier Port is performing very

well. We are looking forward to the future and to making

a difference for Hawke’s Bay’s and New Zealand’s

importers and exporters.

Ngā mihi nui,

TODD DAWSON

Chief Executive

10 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CHIEF FINANCIAL OFFICER’S
MANAGEMENT

DISCUSSION

AND ANALYSIS

OVERVIEW

Napier Port has stood strong during a year of disruptions

and challenges for our customers, community and our

people, delivering results in most key financial metrics in-line

with the forecasts made at the time of our IPO during 2019.

Compared to the prior year, revenue grew by 0.8% and

while statutory net profit has increased by $15.2 million

to $22.0 million largely due to IPO and the capital

restructuring costs during 2019. The result from

operating activities was slightly weaker, decreasing

by 2.0% to $41.2 million.

At financial year-end Napier Port held $7.9 million

in cash and cash equivalents, in addition to $180 million

in undrawn credit facilities, after having spent $46 million

on the 6 Wharf construction project and other capital

projects during the year.

In conjunction with this annual report, Napier Port has

released Supplemental Trade Volume Data, Supplemental

Selected Financial Information and an Annual Results

Presentation that together provide further trade and

financial information, comparisons to Prospective Financial

Information (PFI) forecasts published in July 2019 as part

of the IPO process, and which form part of our 2020

reporting suite of information for investors. All documents

are available in the investor centre at:

www.napierport.co.nz/investor-centre/

REVENUE

Revenue of $100.4 million increased by 0.8% from the

prior year and surpassed the $100 million milestone for

the first time. This result was driven by improved average

revenues per unit across container services, bulk cargo,

and cruise services, which outweighed the effect of lower

container and bulk cargo trade volumes.

Container services revenue of $62.3 million was 1.9%

higher than the prior year.

Total annual container volumes reduced by 1.1%

to 268,000 TEU. Export containers reduced by 4.2%

to 128,000 TEU and import containers reduced by 1.4%

to 130,000 TEU.

Dry export cargo reduced by 8.6% to 69,000 TEU.

This reduction included cargo classified as

‘non-essential’ and thus ceased to enter Napier Port

during the COVID-19 Alert Level 4 lockdown, such

as wood pulp and timber, wool and paper products.

Canned food and other food volumes were also lower.

Reefer export cargo increased by 1.4% to 54,000 TEU.

Apples, meat and other chilled produce were categorised

as ‘essential cargo’ and therefore continued to ship

during the lockdown period. Containerised apple

and pear volumes reduced only marginally (1.0%) despite

the challenges seen in the sector due to COVID-19.

Containerised imports reduced by 1.4% to 130,000 TEU

due to small reductions in imports of dry goods and empty

containers.

Other container movements, including Discharge, Load,

Restows (‘DLR’s) and transhipped containers, increased

by 5,000 TEU, or 71%, to 11,000 TEU.

Container services’ average revenue per TEU increased

by 3% compared to the prior year due to a full year’s

impact of charges introduced to recover the cost of

infrastructure investments in prior years, growth in reefer

container services, and general tariff increases, offset

by lower container storage and depot services revenue.

Container vessel calls were down to 293 ships from

303 ships in the prior year. Shipping service schedule

disruptions arose due to COVID-19, congestion

in Australian ports, and weather events.

Bulk Cargo revenue of $31.3 million was 3.1% lower

than the prior year.

Bulk Cargo total volume of 3.1 million tonnes was 8.3%

less than the prior year. Log export volume reduced 8.3%

due to market disruptions in China in the second quarter

and the Alert Level 4 cessation of harvesting in the third

quarter. Bulk imports were lower than the prior year due

to lower demand for oil products during the lockdown

period and anticipated reductions in fertiliser volumes.

Charter vessel calls were 304 compared to 314 last year.

... continued next page

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 11

Bulk Cargo average revenue per tonne increased by 5.7%
compared to the prior year as a result of general tariff

increases and changes in cargo mix.

The 76 cruise vessel calls for the 2020 financial year were

6 more than 2019, albeit 11 fewer than originally forecast

as a result of seven cancellations due to COVID-19

and four lost to unfavourable weather. Cruise revenue

increased by 14.9% to $4.3 million.

COVID-19

As the effects of the COVID-19 pandemic became

apparent during the second quarter of the financial

year we identified a number of measures to prudently

protect our cashflow and balance sheet in light of our

commitments related to the construction of 6 Wharf

and our determination to look after our people.

Key measures identified for implementation in the period

through to the end of September 2021 included:

• Reduction of 20% in the director fee pool

1

for 6 months

• Deferral on renewal of wage and salary increases

for one year

• Specific cost reductions and deferrals across capital

and operational expenditure

• Receipt of the Government Wage subsidy (subsequently

received and then returned)

• Cancellation of the interim dividend in respect of the

2020 financial year.

These measures were expected to reduce and defer

cash spend during the 2020 and 2021 financial years.

Some of the savings accruing from these measures are

still being worked through and may impact the 2021

financial year, and many of the temporary measures

implemented in the 2020 year will conclude with normal

conditions resuming during 2021. Meanwhile, we continue

to maintain operating and capital expenditure discipline,

and the pursuit of efficiency opportunities.

The on-going effects of COVID-19 include month to

month trading volume volatility and elevated uncertainty

in respect of international markets and national economic

health, including the uncertainties within key sectors such

as pipfruit, and their challenge of attracting seasonal

labour, and cruise where the timing and eventual

magnitude of this industry’s revival is unknown. This leads

us to a cautious perspective but anchored in confidence

in the region’s products and prospects.

EXPENSES

For the financial year total operating expenses grew by

2.8% to $59.3 million compared to 2019, with employee

benefit expenses increasing 6.5%, maintenance expenses

decreasing 4.6%, and other operating expenses increasing

0.7%. Employee benefit expenses increased due to

anticipated increases in employee numbers, general

remuneration increases agreed before the year commenced,

offset by cancelled staff and executive incentives.

Maintenance expenses decreased primarily as a result

of lower fuel expenses. Other operating expenses

increased compared to 2019 due to another significant

increase in insurance costs, incremental listed company

costs, offset by lower site expenses from deferred activity.

The net result from operating activities of $41.2 million

decreased by 2% compared to the prior year. This result

decreased as a percentage of revenue from 42.1% to 41%.

Depreciation, amortisation and impairment expenses

increased by $0.8 million to $13.0 million as recent asset

additions commenced being depreciated and we recorded

an impairment of infrastructure assets that are necessarily

being removed as part of the 6 Wharf construction.

Other income and expenses were $0.7 million income

compared to $0.9 million expense in the prior year.

The prior year included the $0.9 million impairment of

the Group’s interest in the Longburn Intermodal Freight

Hub joint venture and the current year benefitted from

an investment property unrealised revaluation gain

of $1.0 million. The current year also saw, as a result

of COVID-19 uncertainties, the initial recognition of a

$0.2 million expected credit loss allowance in anticipation

of potential future trade debtor credit losses.

IPO transaction and related costs were a net income

of $0.3 million in the year compared to the $6.4 million

expense in the prior year as a result of estimates of

expenses in the prior year.

Net finance income of $0.1 million compared to $10.4

million of net finance costs in the prior year, principally

due to our net cash positive position in the current year

and the $3.6 million gross interest expense on borrowings

and $7.1 million of costs for closing out interest rate

swaps in the prior year.

Income tax expense increased by $2.1 million to

$7.3 million compared to the prior year due to higher

taxable profits. The effective tax rate was 25% for the year

due to the non-assessable investment property revaluation

gain and the reinstatement of tax depreciation on buildings

during the year which resulted in a tax benefit of

$0.7 million being recognised. This effective rate

is significantly less than the 43% in the prior year, which

was affected by non-deductible expenses related to the

IPO transaction and joint venture impairment expenses.

Reported net profit for the period attributable to the

shareholders of the Company of $22.0 million increased

significantly from $6.8 million in the prior year.

1 Consisting of a reduction of 10% paid to existing directors

and 10% from deferring the appointment of an additional director.

12 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CAPITAL EXPENDITURE
Capital expenditure spend in the year of $46.0 million

included $25.6 million spent on 6 Wharf construction.

Other projects included the commissioning of a third tug,

Kaweka, the completion of development of our off-port

container depot site in Thames Street, Napier, wharf

maintenance activity, maintenance dredging, paving works

and replacements of mobile plant.

CASHFLOW

Cashflow from operating activities remained steady

at $29.3 million year on year, with higher tax payments

and working capital in the current year offsetting reduced

net finance costs and IPO transaction costs.

Final payments relating to the issuance of shares in the

IPO and the $5.0 million dividend paid in December 2019

resulted in a net financing activity cash outflow

of $6.6 million during the year.

After the spend on investing activities of $46.0 million

the net decrease in cash balances during the year was

$23.3 million. Napier Port ended the 2020 financial

year with no debt and $7.9 million in cash and cash

equivalents. In addition, at the balance date, Napier Port

had $180 million in undrawn credit facilities to continue

with our future capital investment programme,

and in particular, the 6 Wharf development.

Subsequent to balance date, as a result of the continued

investment activity in 6 Wharf, Napier Port has commenced

drawing on its bank facilities during October 2020.

BALANCE SHEET

At the end of the financial year the Group had total

assets of $385.4 million, including $7.9 million of cash

and cash equivalents and $377.4 million of property, plant

and equipment and other assets, which were funded

by $346.2 million of equity balances and $39.1 million

of current and non-current liabilities.

DIVIDEND

Subsequent to the balance sheet date, the Board

approved a fully imputed dividend of $10 million (5 cents

per share) payable on 18 December 2020 to those on the

share register at close of business on 4 December 2020.


KRISTEN LIE

Chief Financial Officer

Napier Port has stood strong during

a year of disruptions and challenges for

our customers, community and our people,

delivering results in most key financial

metrics in-line with the forecasts made

at the time of our IPO during 2019.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 13

CUSTOMER
CONNECTION

Better understanding what our customers

want and how we can help them achieve

their goals.

• Developing close, responsive

relationships with customers

• Delivering innovative logistics solutions

to customers

• Improving supply chain efficiencies

for customers

• Being responsive to the needs of customers

NETWORKED

INFRASTRUCTURE

Using connected network infrastructure

to ensure seamless supply chains across

our region and beyond.

• Connecting customers’ cargo to market

with a seamless infrastructure network

• Operating as an integrated and intelligent

network system

• Growing our reach across catchment areas

• Providing opportunities to develop

improved customer solutions

OUR FOUNDATION

CULTURE OF CARE

• Caring for our people, the local community and the environment

• Building a strong and resilient culture

STRATEGY DELIVERS

RESILIENCE IN

UNCERTAIN TIMES

Throughout 2020, our strategy remained relevant and kept us on course: building our capability to grow

customer solutions, strengthening partnerships and driving value. In these uncertain economic times,

we continued to steadfastly focus on partnering with our customers on smart solutions, and improving

efficiencies through innovative use of data and technology. This year we have seen significant progress

on key strategic projects and this is due to Napier Port’s people, whose depth of expertise, adaptability

and commitment has delivered results despite the disruption of COVID-19.

OUR PURPOSE


AT NAPIER PORT OUR PURPOSE IS VERY CLEAR:

TOGETHER, WE BUILD A THRIVING

REGION BY CONNECTING OUR CUSTOMERS,

PEOPLE AND COMMUNITY TO THE WORLD.

OUR STRATEGIC PILLARS

To achieve our purpose, Napier Port’s strategy is based on four pillars –

Customer Connection, Networked Infrastructure, Harnessing Data and

Technology and Collaborative Partnerships – all underpinned by our Culture

of Care. Each focus area has goals, which are then translated into team plans.

Everyone at Napier Port plays a critical role in helping achieve our purpose.

14 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

OUR FOUNDATION
STRATEGY DELIVERS

RESILIENCE IN

UNCERTAIN TIMES

Throughout 2020, our strategy remained relevant and kept us on course: building our capability to grow

customer solutions, strengthening partnerships and driving value. In these uncertain economic times,

we continued to steadfastly focus on partnering with our customers on smart solutions, and improving

efficiencies through innovative use of data and technology. This year we have seen significant progress

on key strategic projects and this is due to Napier Port’s people, whose depth of expertise, adaptability

and commitment has delivered results despite the disruption of COVID-19.

OUR PURPOSE


AT NAPIER PORT OUR PURPOSE IS VERY CLEAR:

TOGETHER, WE BUILD A THRIVING

REGION BY CONNECTING OUR CUSTOMERS,

PEOPLE AND COMMUNITY TO THE WORLD.

HARNESSING DATA

AND TECHNOLOGY

Collecting and harnessing data and using

technology to optimise our operations.

• Developing innovative technologies

that create efficiencies for customers

and Napier Port operations

• Capturing data from supply chains

and operations to deliver productivity

gains for customers and Napier Port

COLLABORATIVE

PARTNERSHIPS

Working with all stakeholders to help

drive growth in the region, to drive growth

for the port.

• Building a thriving region with others

• Supporting our local communities

• Working alongside others for the benefit

of people, place, planet

This drives everything we do and sets the scene for our strategy, which provides

a robust and comprehensive direction for the next ten years.

This purpose, together with the ten-year strategy we embarked on in 2018, has

proved itself more relevant than ever in these times of global economic uncertainty.

While carefully managing our way through the disruption caused by COVID-19

this year, we have continued to make progress on our strategic priorities:

building our capacity; growing customer solutions, partnerships and value;

and transforming business and regional outcomes.

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 15

STRATEGIC PRIORITIES
PROGRESS WELL

DESPITE DISRUPTION

CUSTOMER CONNECTION

Create value by gaining rich insights through deeper customer relationships.

PROJECTRESULTS

Streamlining of bulk cargo flows

to better accommodate an increase

in log volumes

An increase in bulk cargo through the existing on-port footprint

and improved safety practice through workflow efficiencies.

Propel Vehicle Booking

System improved

Propel, a new vehicle booking system developed by our innovation

team has replaced the previous application and delivered

significant savings in time and ease of use for customers when

placing vehicle bookings. What was a six-step process is now

reduced to just one step.

Significant cost savings were achieved with the system

developed in-house.

NETWORKED INFRASTRUCTURE

Support an evolving supply chain with a resilient and agile infrastructure network.

PROJECTRESULTS

Landside transport solutions

for containerised cargo customers

New landside transport services established:

• value generation and improved share across cargo owners

through smart matching of imported product in non-operating

reefer containers with reefer export cargo

• Manawatū Inland Port introduced as a point for empty container

pick-up and full export receival with CMA and trials with other

shipping lines.

Whakatū Freight Hub development

brought forward

Provincial Growth Fund support means we have the potential

to bring forward development of our inland freight hub as part

of government’s COVID-19 infrastructure investment programme.

The Freight Hub is envisaged to provide new regional cool-store

capacity, to provide transport efficiencies for customers

and improve sustainability outcomes.

Maintain port operations capability

during 6 Wharf construction

We have achieved an efficient transition of container operations

to a reduced footprint on Port, thanks to the development of the

Thames II off-port site, maintaining customer service performance

while 6 Wharf is under construction.

16 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

COLLABORATIVE PARTNERSHIPS
Collaborate to look after people, planet and place to ensure our business and community thrives

PROJECTRESULTS

Sustainability strategy completed The Port’s first sustainability strategy has been developed

and implementation is underway.

A new Safety Management System

implemented to meet international

best practice standard ISO 45001

Six health & safety frameworks have been developed, consulted,

endorsed and implemented across the organisation.

CULTURE OF CARE

Resilient and agile culture of care

PROJECTRESULTS

People Plan implementationWe have implemented a new HR information system.

A talent and succession process was developed and implemented

to support people leaders.

A performance and engagement process was developed

and we identified a supporting system ready for implementation

in the 2021 financial year.

HARNESSING DATA & TECHNOLOGY

Leverage intelligent data to create new value.

PROJECTRESULTS

Commercialisation of Napier Port

digital apps

Our in-house innovation team have developed a number

of digital apps designed to create value through efficiencies

in our operations. Further value has been derived through

their commercialisation:

• Sharewater for marine harbour planning and management

• Port Pass makes identity and site access management easy.

While endorsed by Maritime NZ, Port Pass is not specific to ports

and can be used on any site that requires authentication and

identification of staff and visitors where site access is dependent

on a H&S induction

• A container inspection mobile app has been developed to enable

any exporter receiving empty containers to easily inspect

and record container quality for standards compliance

• A Product Damages mobile app can be used by any organisation

receiving, storing and packing product to photograph and report

product and packaging issues.

Port Activity Map (PAM) developed

and implemented

PAM provides a dynamic visual map of the Port site with all the

activity scheduled on site and their associated traffic management

plans. It also enables a forward view of future planned activity.

Integrated with ArcGIS (geographical information system) and our

H&S management system, PAM saves significant administrative

time reviewing site work alerts and mitigates potential safety risks

from activities being scheduled concurrently.

Introduction of electronic sequence

sheets automating the vessel

unload and load plan

The development and introduction of electronic sequence sheets

for use by operators in container handling machinery, reduces

container re-handling, saves administrative time and saves

an estimated 2.5t of paper records annually.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 17

18 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CUSTOMER
CONNECTION

Customers and Napier Port worked closely together to adapt to COVID-19 lockdown restrictions

and keep cargo moving safely across our wharves. The resilience of our customers over the last year

has been extraordinary – agriculture, forestry and horticulture are the backbone of New Zealand

and are contributing to the country’s economic recovery, despite facing continued uncertainty.

We will continue to invest to support the long-term growth of our customers and remain firmly committed

to developing close, collaborative partnerships so we can maximise efficiencies in their supply chains,

offer innovative logistics solutions and be responsive to their needs.

By building strong relationships with customers we can provide the systems, infrastructure and services

they need to connect to global markets.

DEVELOPING INLAND SITES TO

DELIVER GREATER EFFICIENCIES FOR

CUSTOMERS AND THE ENVIRONMENT

MANAWATŪ INLAND PORT COMMERCIAL TRIAL

Napier Port is working hard to build the most efficient

supply chain between our customers and international

markets. The means focusing not only on the port

infrastructure our customers need, but the freight hubs,

warehousing, and manufacturing they rely on and the road,

rail and sea links that connect them all to the Port –

their gateway to the world.

The Manawatū Inland Port was developed in partnership

between Napier Port, Ports of Auckland and Hall’s

Group, to create further supply chain efficiencies

for our customers, and grow regional outcomes.

An exciting commercial trial we are leading at Manawatū

Inland Port is already delivering cost efficiencies and

greater shipping choice for regional importers and

exporters across the central North Island. By designating

the freight hub in Longburn a container point of

acceptance, customers throughout Taranaki, Whanganui

and Manawatū are able to take advantage of cost-effective

one-way landside moves and can now access additional

container shipping line services through Napier Port.

Designed to reduce time to clear imports and exports,

Manawatū Inland Port is set up as a one-stop hub with

an integrated transport system and offering a range of

services including MPI biosecurity inspection, cross-dock

facilities, dry storage, packing and unpacking facilities,

fumigation and container repairs.

Led by Napier Port in collaboration with the CMA CGM

Group, MSC, Hamburg Süd, and Maersk container

shipping lines, the trial at Manawatū aims to bring

Napier Port to its customers, creating greater value and

productivity for them, transport operators and shipping

lines alike. The solution benefits haulers who can better

utilise their assets by eliminating empty truck and rail

moves. Notably, this takes waste out of the supply

chain and reduces carbon emissions across the

transport network.

The trial has seen successful results to date – improved

supply chain efficiencies and decreased costs, with more

full containers travelling to and from the shipping lines

at Napier Port.

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 19

WHAKATŪ FREIGHT HUB
Inland ports and freight hubs are vital infrastructure

boosting capacity and capability to meet the future

regional growth that is expected within Hawke’s Bay

and across the wider North Island in the years ahead.

The Whakatū freight hub project is part of Napier Port’s

30 Year Master Plan, which provides a vision for how we

plan to shape the development of the Port over the next

30 years. This document was published as a draft plan

at the end of 2019 and is available on our website.

The Whakatū freight hub will be a 12 ha offsite port

at Whakatū, situated between Napier and Hastings

in the heart of the pipfruit industry of Hawke’s Bay

and with direct rail and road connections to Napier Port

and the central/lower North Island. The project is currently

a greenfield site, being utilised as an apple orchard under

a lease agreement; and is undeveloped from

an infrastructure perspective.

The freight hub development provides for:

• Future growth of Napier Port, which has limited on-port

expansion capacity

• Enablement of regional growth, in particular through the

direct connection to the Manawatū Inland Port and the

proposed Kiwirail Regional Rail Hub at Bunnythorpe

• Improved supply chain efficiencies for Napier Port

and our customers, local Hawke’s Bay businesses

and lower North Island region businesses

• Increased imports and distribution locally and regionally

providing further employment and business creation

opportunities in Hawke’s Bay

• An improvement in New Zealand and Hawke’s Bay

supply chain sustainability, including environmental

benefits through the reduction of emissions and greater

use of rail.

In June we submitted to the Crown for $20 million

investment towards bringing forward phase one of the

freight hub development and to support COVID-19

recovery through shovel ready projects. The application

was approved in principle.

While the detail still needs to be worked through, we

are engaging with the Whakatū community about our

plans and we are looking forward to helping accelerate

economic growth in the region and additional employment

opportunities for the Hawke’s Bay community.

ELIMINATING WASTE IN THE SUPPLY CHAIN

HELPS OVATION DELIVER GLOBALLY

Ovation New Zealand Limited is an integrated lamb

sourcing, processing and global exporting business

of high-quality lamb that is fully New Zealand privately

owned and operated. Ovation’s stretch extends well

across the upper, central and lower North Island with

its head office based in Hawke’s Bay.

Through supply chain improvements, Napier Port

strengthened its long-term partnership with Ovation this

year, by providing more flexible and highly efficient land

side transport solutions together with a greater choice of

shipping services connecting them to international markets.

As a result, we welcomed an increase in Ovation’s

lower North Island export cargo from its Feilding plant

through our transport links at Manawatū. By removing

transportation waste from their supply chain, we have

supported Ovation to cut down on CO2 emissions,

provided access to additional container shipping line

services and reduced unnecessary movement of trucks

from plant to port. The result is an efficient, cost-effective

supply chain for Ovation and additional future cargo

volumes flowing through the wharves at Napier Port.

REGIONAL RESILIENCE KEEPS PRIMARY

SECTOR EXPORTS ON TRACK

As the lower North Island’s gateway to world markets,

Napier Port is connected into primary sector businesses

across the region and this close customer connection

proved invaluable during the COVID-19 lockdown.

Together primary sector customers and Napier Port

adapted to the restrictions and kept cargo flowing safely

through the port.

Apples, meat and other chilled produce were categorised

as ‘essential cargo’ and therefore continued to ship during

the lockdown period; however, timber, wood pulp, wool, and

paper products were deemed ‘non-essential’ cargo during

the lockdown period and reduced empty container imports.

Despite the disruptions, 2020 was a successful crop

for apple exporters, with 26,000 TEU of Hawke’s Bay

apples crossing Napier Port’s wharves on their way to

world markets. This is virtually the same quantity as last

year’s record season, despite the challenges seen due

to COVID-19 including physical distancing and the

difficulties recruiting labour, which is a great outcome.

20 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Log export volumes in the first half of
the year were impacted due to market

disruptions in China and the Alert Level 4

lockdown which saw the cessation of harvesting.

Since then however, log volumes have seen a good

recovery. While overall volumes were down on the prior

year, they were well ahead of the fourth quarter in the prior

year with a total log export volume of 2,365,000 tonnes

this year.

As the backbone of New Zealand, the agriculture,

forestry and horticulture sectors are playing a significant

role in bolstering regional and national economic response

and recovery and Napier Port will continue to invest

to support that long-term growth and our customers.

CELEBRATING CUSTOMERS’ SUCCESS

New Zealand is driven by the success of the primary

sector and when the sector is growing and succeeding,

our port and our economy are too. Napier Port is

especially passionate about supporting our primary

producers. We have been proud sponsors of the

Napier Port Primary Sector Awards for the last

four years, recognising talent in the industry

and celebrating innovation.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 21

22 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DATA A N D
TECHNOLOGY

Our innovation team is focused on capturing data to develop innovative technologies that deliver

productivity and efficiency gains for customers and our port operations. Our ability to integrate quickly

and easily, creating versatile apps as required is becoming a success factor and point of difference

for Napier Port. This year we implemented multiple digital applications developed by our in-house team,

that are providing efficiency gains and opening up new income streams off port.

Through development of creative and practical data

and technology solutions, our innovation team continues

to maintain and develop world class systems to support

better performance and better outcomes. We are

dedicated to building new and unique tools that benefit

customers, Port operations, and can also be used

by others in the wider port industry and beyond.

Through harnessing data and technology, we are

continuously improving the systems our people use,

as well as offering customers and suppliers a better

service and experience when putting cargo through

Napier Port.

Our ability to develop digital applications that

quickly and easily deliver efficiency gains on port

and further afield is a true point of difference for

Napier Port and one we are proud to have been able

to commercialise. As well as developing great things

in house, we are also looking to collaborate with others

who create great things too.

SHAREWATER – HARBOUR PLANNING

TECHNOLOGY DEVELOPED BY HARBOUR

PLANNING EXPERTS

Sharewater is a software application developed in-house

to plan and optimise vessel movements. Acting as a single

source of truth, Sharewater ensures that all teams are

aware of a vessel’s movement plan and their role in it.

This has enabled us to more efficiently deploy people,

plant and infrastructure and deliver more cohesive

operational performance.

Sharewater originated because we needed a Harbour

Management System that worked with both marine

and land-based teams, and accurately reflected port

operations – where planning is a process of managing

constant change and carefully balancing outcomes.

Unlike alternative harbour management systems,

Sharewater is customised for ports like ours. Built from

the ground up, Sharewater provides increased visibility

on berth activity, management of key marine resources

and makes it easier to maintain control of the complex

port environment. It provides a snapshot view of what

is happening any time, with any vessel.

As an application, Sharewater has been well proven

through development for and use at Napier Port and

can be adopted by any Port operation where complex

marine activity would benefit from having a single

system approach to planning and management.

Based on feedback from other Ports who tried it

and were impressed by Sharewater’s functionality,

we have taken it to market, with positive results so far.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 23

NAPIER PORT VESSEL
OPERATIONS GOES MOBILE

This year we digitised container vessel planning

processes - replacing printed plans with a mobile app

for crane operators, shipside heavy forklift operators

and stevedores. This means our operations can be more

dynamic and responsive, with the ability to extend the

window for accepting cargo from customers.

As well as providing greater flexibility for customers,

eliminating the print process has reduced Napier Port’s

paper consumption by 2.5 tonnes a year.

The app also captures data on crane and forklift

performance, which is analysed to identify further

efficiency opportunities.

PORT PASS – MARITIME NEW ZEALAND

ENDORSED IDENTITY CARD

Our in-house innovation team has developed,

and we have implemented our new secure identity

card and access system, called Port Pass.

We saw value in implementing a secure identification

system that met International Ship and Port Facility

Security and maritime legislation requirements, and was

a valid form of ID on its own, similar to a driver’s licence

or passport. We also wanted it to link to the Port’s safety

induction process and automated security system that

authorises safe and efficient access to our sites.

Port Pass is endorsed by Maritime New Zealand and

provides authorised, automated access to our Port for our

people, other port users, and all visitors. Currently, there

are 5,615 users representing 881 companies registered

for Port Pass.

Like Sharewater, Port Pass is a commercialised

application available to any port operator wanting the

benefit of authenticating people and a single system

approach to access.

24 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

A MARINE SIMULATOR FOR EFFICIENT,
SAFE TRAINING THAT REPLICATES

LOCAL CONDITIONS

Napier Port became the first New Zealand port to invest

in a SimFlex4 ship simulator system from FORCE

Technology in Denmark, to help train pilots and tug

masters in a safe, more controlled environment.

The simulator was originally commissioned as a training

resource as part of the 6 Wharf development project and

was fast-tracked due to COVID-19 border closures, which

prevented our marine teams from travelling internationally

for training.

The simulator enhances efficiency and safety by enabling

teams to practice more difficult manoeuvring strategies

that replicate real-world, local conditions.

Pilots and tug masters can train individually or together,

as the simulator consists of two simulator bridges linked

together. The main simulator can be used for commercial

ships such as container, bulker, tanker, cruise ships and

others but can also be used for ASD and VSP tugs.

PROPELLING EFFICIENCY

FOR TRANSPORT OPERATORS

BOOKING VEHICLES

Propel is Napier Port’s new Vehicle Booking System

which was developed in-house by our innovation team

to improve efficiency and the experience for transport

operators when booking a timeslot for pick-up and delivery

of containers at Napier Port.

Propel delivers a vehicle booking system that is intuitive

for all users. It is quick and easy to create, edit or cancel

a booking, and means the six steps it previously took

to book a container have been reduced to just one step.

Propel benefits both us and our customers and supply

chain partners. It allows us to better manage terminal

capacity and demand, ensures turnaround times are as

fast as possible and reduces the potential for congestion

during the peak export season.

Propel provides a compelling alternative to existing Port

vehicle booking systems in the Australasian market.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 25

26 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NETWORKED
INFRASTRUCTURE

Despite the challenges of 2020, we continued to make investments in our infrastructure network

to support the long-term growth of our customers and our region. The construction of 6 Wharf

will allow us to berth more and larger vessels and combined with the development of inland ports

and freight hubs, deliver even more efficient access to shipping line services

for customers connecting to world markets.

THAMES II: MAINTAINING CONTAINER

CAPACITY DURING 6 WHARF BUILD

With construction of 6 Wharf temporarily reducing on-port

terminal space, additional investments and planning have

been undertaken to ensure we continue to get customers’

cargo to market quickly during peak times.

An additional B-double truck as well as heavy plant

operators (HPOs) were sourced to maintain container

turnaround times during our peak season. The container

terminal layout was modified to optimise reefer placement

and accommodate the power plugs, generators

and technicians required. Terminal preparations

and container operations were changed to manage

for large and small exchanges.

In March, just days before New Zealand went into

lockdown, a second depot was opened in Pandora,

Napier. Thames II as we call it was developed to undertake

all container survey, pre-trip and wash services and

maximise efficiency of on-port operations. Napier Port

now has a total of 10 hectares used for empty container

storage and depot services.

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 27

Thames II has been built with efficiency and quick
turnaround times for customers in mind:

• The electrical substation is state of the art with a real-

time monitoring system which checks the electrical load

on the system and ensures the system is not overloaded.

• All five light towers are fitted with LED lighting,

saving energy.

• The container wash bay can take 36 containers at one

time and has been designed for efficient turnaround

with direct electrical and water connections at each bay.

It is also fitted with a demand driven diversion system

to help protect the environment and ensure that any

contaminated water from containers are sent to waste

while rainwater goes to the stormwater pipes.

USING GIS TO EFFICIENTLY

MANAGE OUR INFRASTRUCTURE

AND GROW SUSTAINABLY

To grow sustainably and in line with community

expectations, we need to make best use of our existing

land and infrastructure. Clever use of data and technology

helps us do this.

Several years ago, we started using GIS (Geographic

Information System) to gather, map, and assess data.

Using GIS, this year we have developed several digital

applications that are helping to more efficiently manage

our assets, land, environment, relationships, and safety:

• Tracking progress on 6 Wharf construction:

GIS enables us to effectively monitor progress on the

construction of 6 Wharf, especially in terms of managing

environmental impacts. On-site data collection allows

the team to quickly record field observations via their

cellphone or tablet for real-time analysis and identify

where action needs to be taken.

• Creating a safer, more efficient port:

Development of a Port Activity Map (PAM) cloud-based

application is nearly completed. PAM will help manage

dynamic on-site hazards and avoid conflicting workflows

by providing instant visibility of all site works through

mobile device, desktop computer or shared screens,

allowing potential safety risks to be quickly managed

and avoided and in doing so, supporting more

efficient operations.

28 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

MAINTAINING EXISTING
INFRASTRUCTURE

Napier Port’s wharves range in age from 14 to 85 years.

With age comes corrosion and deterioration, especially

given the aggressive marine environment. Proactive

maintenance and management are essential to prolonging

wharf life and ensuring structural integrity cost-effectively.

In 2017 we started a programme of work to inspect and

map the condition of each wharf using the Ports Australia

Wharf Condition Assessment Manual. The data gathered

during these inspections has been recorded in GIS

and this year, major repair works for Wharf 2 (North)

were completed.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 29

30 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

6 WHARF ON TRACK
6 Wharf remains Napier Port’s most significant investment project in our 150 year history.

Construction of 6 Wharf underpinned our listing as a public company, funding our building

for the future. The 350-metre wharf, when opened, will unlock future growth opportunities

for Hawke’s Bay, and the wider central and lower North Island, through providing greater

efficiency, capability and capacity in our customers’ supply chains.

Building a new 350-metre long wharf is at the heart of our

investment programme designed to maintain a seamless

service for our customers and deliver their cargo to market

efficiently as their businesses and ours grow.

The multi-purpose wharf will significantly improve our

operating efficiency by reducing secondary vessel

movements. It also gives us the ability to handle larger

container and cruise ships and boosts our resilience in the

event of a significant earthquake.

Despite a halt to construction during the Alert Level 4

lockdown, we are on track to complete 6 Wharf in 2022.

As at 30 September 2020:

• 86 of 400 concrete piles that will support the wharf have

been completed. Piling for the wharf deck is on track

to be completed by the end of 2021.

• Dredging of approximately 171,000m

3

of around

1.3 million has been completed.

• Over 150 Kororā/Little Blue Penguins have been

microchipped during their relocation from the revetment

wall where the wharf is being built and out of harm’s way

to their new purpose-built sanctuary.

• Nine marine mammal observations have been made by

trained observers. Construction and dredging stopped

when they were spotted within the observation zone.

• The construction project has recorded zero

lost-time injuries.

• Water clarity has remained within expected levels

(as measured in real-time by turbidity buoys).

This is helping us to ensure we protect Pānia Reef

and fisheries.

• There have been no regulatory environmental breaches

and noise has remained within construction limits.

• HEB Construction has employed 60 local people

to work on the project and Napier Port has employed

four full-time people who are dedicated to helping us

complete the project on time and on budget.

• We have contracted around 10 mana whenua to provide

expertise in Te Ao Māori.

• Fourteen meetings and one wananga (workshops) have

been held with our mana whenua steering komiti and

one hui a hapū to produce New Zealand’s first marine

cultural health programme.

• Working in partnership with LegaSea Hawke’s Bay

(a non-profit organisation for the health of the marine

environment) and other members of our Fisheries Liaison

Group, we secured resource consents to develop two

artificial reefs using limestone rock from the revetment

sea wall being dismantled as we build 6 Wharf.

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 31

32 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

COLLABORATIVE
PARTNERSHIPS

One of the greatest global lessons during the year has been the importance of working

collaboratively with others to create positive outcomes for people. People are the foundation

of Napier Port's success and by working with others, we sustainably add value to our customers,

business partners, external agencies, communities and the environment we operate in.

TSUNAMI EVACUATION EXERCISE –

MULTI-AGENCY COOPERATION

In September, Napier Port undertook our first earthquake

drill and tsunami evacuation simulation.

In an exercise involving all port users, tenants and security

teams; customers; Hawke’s Bay Civil Defence Emergency

Management Group, St John New Zealand, Salvation

Army, Red Cross, Maritime New Zealand, New Zealand

Customs Service, Fire and Emergency New Zealand,

New Zealand Police and Napier City Council we managed

to get more than 500 people evacuated and up Napier’s

Bluff Hill in under 25 minutes.


Given the number of people involved, COVID-19 Alert

Level 2 restrictions, and a very steep hill climb, it was

a challenging but hugely successful drill. The exercise

was a vital step in testing and improving Napier Port’s

emergency planning.

The lessons learned from the exercise will help

Napier Port, and others, improve plans to better

respond to natural disasters and strengthen the port

community’s safety culture.

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 33

PARTNERING FOR HEALTHY
REEFS AND OCEANS

Last year, our Mana Whenua Steering Komiti was

established, comprising of 15 representatives from

different marae, hapū and mana whenua entities together

with Napier Port. Together, our goal is to protect, monitor

and assess the cultural health of the marine environment,

particularly Pānia Reef, during the 6 Wharf project.

The Komiti has undertaken 14 meetings, four wānanga

(workshops) and one hui a hapū to produce New Zealand’s

first Marine Cultural Health Programme (MCHP).

The MCHP has been founded on three key pillars,

each informed by the conditions of the resource consent

for the 6 Wharf project:

• assessing and reporting on the state of the marine

environment from a mātauranga Māori perspective

• ensuring the cultural health of the marine environment

is surveyed and monitored throughout the project,

with specific reference to Pānia Reef

• Napier Port works in partnership with mana whenua

in creating the programme.

The Komiti have developed a cultural monitoring

framework, which now underpins an extensive monitoring

programme. This monitoring ensures the 6 Wharf dredging

operations are not adversely affecting the Ahuriri

marine environment.

Napier Port is also working with a Fisheries Liaison Group

to ensure robust processes are in place to manage water

quality and fisheries during dredging and disposal.

We continue to work closely with recreational and

commercial fishers, who share our commitment

to maintaining the health of the harbour and the flora

that live within it.

INVESTING IN OUR COMMUNITY

Napier Port believes in nurturing and growing the

community we are a part of by sharing our time

and resources. As well, we offer sponsorships that help

to create a healthier economy, society and environment.

Our partnerships are strategically focused; from Wairoa

in the north to Manawatū in the south and Whanganui

in the west.

We are particularly focused on partnering with Iwi or hapū

groups on environmental or social projects in Te Matau

a Māui or mana whenua within Te Whanganui-a-Orotū.

We are also strong supporters of community groups

in Hawke’s Bay undertaking activities on or near the

water, particularly with a safety focus; and initiatives

that celebrate Hawke’s Bay maritime history.

Some of our community partners include:

• Napier Port Hawke’s Bay Primary Sector Awards

This annual gala event recognises the outstanding

commitment of our region’s primary producers

and the rural professionals who support them.

Connecting Hawke’s Bay’s world-class food and fibre

to global customers, we are proud to be Principal

Sponsor of these Awards celebrating innovation,

leadership, and most importantly, community.

• Te Matau a Māui Voyaging Trust

The Trust cares for Te Matau a Māui, a waka hourua

(traditional double-hulled voyaging waka), permanently

berthed in the Ahuriri Harbour, not far from the Port.

The Trust works with families, cultural groups and young

people, taking them on sea voyages with Te Matau

a Māui and teaching a kaupapa of water safety,

local history, teamwork and responsibility.

• Napier Port Harbour to Hills Triathlon

We are proud to be the principal sponsor of this event,

consisting of a 2km ocean swim with Napier Port

as backdrop, a 95km bike ride featuring views over

Cape Kidnappers and stunning hinterland scenery

around the Tuki Tuki Valley and ending with a 21km

run taking competitors past many of Napier’s most

well-known attractions.

• Napier Port Ocean Swim

This annual event brings the community together over

a love of the ocean – with support from Surf Life

Saving New Zealand, Sport Hawke’s Bay and TriHB.

The event has a race for everyone, including races

for kids, Art Deco-themed dashes, 1km classic swims

and paddle board races.

• MTG Hawke's Bay

A museum, theatre and art gallery that brings our

region’s history to life through collections and exhibits.

We are proud naming sponsors of the Napier Port

Education Suite.

• Business Hawke’s Bay

Making sure that Hawke’s Bay has the right climate

for businesses to thrive and grow is the mission of this

business-led development agency, Business Hawke’s

Bay. Our sponsorship provides opportunities to help

local businesses grow and develop.

• Napier Port Family Fishing Classic

This annual event celebrates healthy oceans and

is a great day out for families. Working with the

harbourmaster and coastguard it's an opportunity

to highlight safe boating and the importance of always

wearing life jackets.

34 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 35

36 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

CULTURE
OF CARE

Our people are our greatest strength which is why the foundation of our purpose and our business

strategy is our Culture of Care – we are in this together. The depth of talent, resilience and commitment

right across the port came to the fore during COVID-19 with our people prioritising the safety

and wellbeing of each other, our whānau and our community. At the same time, under extraordinary

circumstances, our teams kept customers’ cargo flowing safely, constantly adapting to changing,

uncertain conditions; we continued to progress an ambitious health and safety roadmap

and our people leaders actively led wellbeing initiatives across the port.

TE KĀHUI O TE HERENGA

WAKA O AHURIRI

Te Kāhui o te Herenga Waka O Ahuriri (Napier Port

working group) was established this year to support

Te Ao Māori kaupapa within Te Herenga Waka o Ahuriri.

It is made up of representatives from across the port who

are committed to the purpose of kaupapa. In partnership

with the Te Herenga Waka o Ahuriri’s Board and senior

management team, the purpose of the Kāhui is to create,

support, promote and drive the kaupapa, and to review

and implement the Māori culture strategic plan.

Te Mahere Rautaki o Ngā Kaupapa o Te Ao Māori

(Te Ao Māori strategic plan) is underway. The Mahere

was created by the Kāhui, setting out a vision, principles,

goals and the actions required to achieve them.

During the year, the Kāhui led celebration of Māori

Language Week/Te Wiki o Te Reo Māori, building on

the initiatives put in place last year. Te reo signs were

installed around the port and te reo classes were once

again offered through te reo provider, Culture Flow.

The Kāhui added more cards to the Akoranga Putu Kāri

(te reo learning pack) that everyone at Napier Port has

and teams were encouraged to use te reo on the phone,

in emails and be able to explain Napier Port’s te reo name

– Te Herenga Waka o Ahuriri. ‘Te Herenga Waka’ means

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

Ahuriri is the Māori name for Napier.

PROMOTING A BEST PRACTICE

APPROACH TO HEALTH AND SAFETY

Napier Port’s priority is to make sure everyone who comes

to Napier Port goes home safely every day. 2020 has seen

a renewed approach to the management of health and

safety, embarking on a three-year implementation journey.

A Safety Road Map was introduced, focusing on three

strategic projects including a:

• Safety Management System to align to best practice

standard for Occupational Health and Safety practice

(ISO45001). This year has seen Napier Port implement

over fifty percent of the requirements for the ISO45001

management system.

• Critical Risk Control Management programme focusing

on the management and control of critical safety risks, and

• Replacement health and safety information management

system (SAI360). The new information system provides

useful work tools for our people and helps streamline

reporting, compliance and provides structured

assurance for health and safety aspects.

When fully implemented, Napier Port will be better

positioned to take on a more proactive approach to

the management of health and safety and critical risk

enhancing our overall safety risk management maturity.

We continue to reinforce a health and safety culture

by supporting a “Just Culture” philosophy where health

and safety is supported and promoted through worker

participation, ensuring adequate resources are allocated

to health and safety initiatives and providing training

and information about specific health and safety risks.

CASE STUDY: SAI360

Our new health and safety IT system: SAI360 (SAI)

replaced the Vault system and is a big step forward

for managing health and safety at Napier Port. SAI helps

identify risk before it becomes an incident or accident.

It ensures consistent reporting across teams and

in real-time so we can spot trends and make

improvements; and is transparent with performance

so we know how we are tracking.

A cross-functional team of 25 people all across

Napier Port collaborated to design how we will use SAI,

identifying on-port locations for the system to reference,

developing and testing the system, and training our teams.

This initial roll out is the start of a longer journey to

continuously improve health and safety at Napier Port.

Over the next 12 months we will expand the use of SAI

for risk assessment tools, managing training, permits,

site work alerts and contractors.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 37

WORKFORCE LEADS IMPROVEMENTS
IN FATIGUE MANAGEMENT

Fatigue management is usually undertaken on an individual

basis, but this year Napier Port saw an opportunity to

take a deep dive approach and explore ways to raise

awareness of fatigue and deal with it proactively through

a risk management lens.

Our approach was similar to the Kāhui group, setting up

a collaborative, port-wide, cross-functional group who

became the driving force behind the initiative, as opposed

to being senior management led. The Fatigue Working

Group consisted of those who wanted to be involved

and also those most likely to be impacted by fatigue,

due to the nature of their work.

As a result of the diverse cross-section of people involved,

teams started to understand different department’s

issues and how they could support each other to solve

them. Increased knowledge led to champions, who have

effectively promoted fatigue awareness within their work

groups. We are fostering a culture where teams are more

comfortable raising fatigue as an issue as well as factoring

it into our planning regarding rostering and resourcing.

The working group has developed a Fatigue Risk

Management System (FRMS) for Napier Port that

is operations-driven, drawing on actual knowledge

and experience and complementing this with leading

edge, research-based thinking.

GROUND-BREAKING CEREMONY AND

BLESSING CEREMONY FOR WORKERS

In February, a ground-breaking and blessing ceremony

for workers on Napier Port’s 6 Wharf construction site was

held. A karakia was performed at the 6 Wharf construction

site, along the northern end of the port’s container

terminal, for the hundreds of people who will be working

on the project until the end of 2022, when the wharf

is expected to receive its first ship.

INVESTMENT IN LEADERSHIP AND TALENT

DISPLAYED DURING COVID-19

During COVID-19, Napier Port reaped the benefits of its

long-term approach to investing in people and building

leadership and talent port-wide. Across the wharves,

people leaders came to the fore to look after everyone’s

physical health and safety, to protect people’s emotional

wellbeing and to continue safely moving cargo through

Napier Port for our customers.

The depth of skill in our workforce meant we were able

to rapidly respond to the changing circumstances,

implementing and modifying protocols such as sanitisation

and physical distancing of people at any time, eliminating

cross over of shifts, keeping customers and port users

aware of our measures and where practical, enabling

people to work remotely.

Communication was key and during lockdown, Care and

Connect was launched, a text messaging tool to regularly

check in with teams, both on and off port. The app allowed

us to get a picture of how our people were coping and it

enabled leaders across the wharves to provide targeted

support. Care and Connect was supported with a private

Facebook group, Port People, to help keep everyone

interacting. Information could be rapidly shared with

a large number of people and Port People enabled teams

to stay connected on a social level as well.

Napier Port has an active wellbeing programme and

regardless of the challenges presented during lockdown,

we were able to continue rolling out initiatives to support

people, including:

• Webinars relating to managing psychosocial risk

• Working from home self-assessments covering

health and safety risks, and

• Education around the importance of sleep

and how to improve it.

38 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

6
ISO45001 HEALTH &

SAFETY FRAMEWORKS

INTRODUCED

OUR PEOPLE

284

TOTAL

PERMANENT

EMPLOYEES*

33

PEOPLE HAVE

WORKED AT THE PORT

FOR 20

+

YEARS

5.27

LOST TIME INJURY

FREQUENCY RATE PER

200,000 HOURS WORKED

18

CRITICAL RISK BOW

TIES DEVELOPED

16

%

OF

EMPLOYEES

ARE FEMALE

84

%

OF

EMPLOYEES

ARE MALE

5,097

HEALTH & SAFETY

INDUCTIONS

COMPLETED

32

%

OF EMPLOYEES

ARE UNDER

40 YEARS

783

PLACES ON

HEALTH AND SAFETY

COURSES

* at 30 September 2020

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 39

ENVIRONMENTAL,
SOCIAL AND

GOVERNANCE

At Napier Port, we are committed to collaborating with others to ensure our people,

place and planet thrive - caring for our people, the local community and the environment.

Our Sustainability Framework is aligned to the United Nations Sustainable

Development Goals (SDGs), reflecting the most urgent global environmental,

political and economic challenges. From the 17 SDGs the framework identifies

the 14 goals that we can make a meaningful contribution to as a business.

Using our framework, this year we began developing a sustainability strategy

and have made progress on a number of our focus areas. More information

about the individual SDGs can be found here: www.sdgs.un.org/goals

ENVIRONMENTAL

MANAGEMENT

SYSTEM (EMS)

Napier Port is following the

principles and aspiring to future

certification in ISO 14001:2015

or other recognised standard, with

a target to become externally

EMS accredited.

HEALTHY REEFS AND OCEANS

CULTURAL AND MONITORING

PROGRAM

We are developing a program in

partnership with research institutions

and Māori to enhance and protect

the biodiversity, health and mauri (life

force) of Pania Reef and the oceans.

Monitoring will include water quality,

coastal and marine flora and fauna,

including seawall ecology.

CORPORATE SUSTAINABILITY

AND ENVIRONMENTAL,

SOCIAL AND GOVERNANCE

(ESG) REPORTING

Napier Port is committed to

sustainability reporting and in the

short-term is working to complement

its existing ESG reporting with

implementing the recommendations

of the Task Force on Climate-related

Financial Disclosures (TCFD), and

towards full GRI reporting in the

medium term.

EQUALITY, DIVERSITY

AND INCLUSION ROADMAP

An Equality, Diversity & Inclusion

Roadmap is in progress. It defines

initiatives to build a workplace

that fosters a sense of belonging

and pride in Napier Port, with

consideration to empathetic

leadership, flexible working

arrangements, cross-division

learning, opportunities for under-

represented groups to participate

and diverse teams driving innovation.

INTEGRATED CULTURE

FRAMEWORK

We are working towards finalising

an Integrated Culture Framework,

to achieve sustainable value, cultural

diversity and authentic leadership

throughout our business.

40 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

SUSTAINABILITY STRATEGY
IMPLEMENTATION PLAN

Following on from the Sustainability

Framework, we began developing

a sustainability strategy which

has highlighted areas for further

consideration. This has not halted

our progress in many areas

and a Sustainability Strategy

Implementation Plan is currently

underway to advance our future

sustainability reporting, collecting

baseline information, setting KPIs,

establishing a Sustainability Working

Group and champions to lead

implementation of the strategy.

CLEAN SHIPPING

INCENTIVE PROGRAMS

We are currently gathering data

to investigate implementation of

clean shipping incentive programs to

reduce vessel emissions, underwater

noise, slow steaming and impacts

on environmental initiatives.

WATER QUALITY

IMPROVEMENT PROGRAM

A Water Quality Improvement

Program is being developed to

improve water quality monitoring,

stormwater treatment options, with a

focus on high risk areas first; such as

reducing generation of contaminated

stormwater, e.g. pooled water

in log yards. The program will be

aligned to our Healthy Reefs

and Oceans focus area.

EMISSIONS INVENTORY

AND PLAN

An Emissions Inventory and Plan

will be completed in conjunction

with its planned TCFD reporting.

This will lead to ongoing monitoring

and reporting for emissions, and to

inform the development of reduction

targets and mitigation actions.

CLIMATE CHANGE STRATEGY

Napier Port has committed to Zero

Emissions by 2050 and establishing

intermediate targets in the short-

term. A Climate Change Strategy will

take account of the risk assessment

results, define future targets, and

develop mitigation and infrastructure

adaption actions.

‘WHOLE OF PORT’ CLIMATE

CHANGE RISK ASSESSMENT

Napier Port will complete a ‘Whole

of Port’ Climate Change Risk

Assessment in conjunction with

its planned TCFD reporting.

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 41

BOARD OF DIRECTORS
ALASDAIR MACLEOD

Independent Director and Chair

HND (Civil), MBA, CMInstD

Alasdair joined the Napier Port

Board in 2014 and was appointed

Chair in December 2014. Originally

a civil engineer, Alasdair has a broad

range of experience across the

energy, infrastructure, technology

and primary sectors. As a Partner

at Deloitte for 12 years, Alasdair

led the teams that developed

New Zealand’s Aquaculture Strategy,

Horticulture Strategy and Red Meat

Sector Strategy. Alasdair is chair

of technology businesses Optimal

Workshop Ltd and SilverStripe

Limited, and the independent

member of the Board Appointments

Committee for IHC New Zealand.

Alasdair was until recently Chair

of the Hawke’s Bay chapter of

ExportNZ (a division of BusinessNZ),

and was involved in authoring the

Hawke’s Bay Regional Economic

Strategy – Matariki.

STEPHEN MOIR

Independent Director

Stephen was appointed as a director

of Napier Port on 19 December

2016 and chairs the Audit and Risk

Committee. Stephen brings an

extensive background in institutional

banking and financial markets,

having held senior roles at Westpac

Institutional Bank, Credit Suisse

(Singapore) and Citibank (Singapore,

Thailand and Australia).

Stephen is a director of The

Guardians of the New Zealand

Superannuation Fund and a director

of the Todd Family Office. He was

previously a non-executive director

on the BNZ board, and chaired both

BNZ Life Insurance Ltd and BNZ

Insurance Services Ltd, as well as

the advisory board to the Victoria

University Chair of Business in Asia.

Stephen was previously a member of

the NZ Markets Disciplinary Tribunal.

JOHN HARVEY

Independent Director

BCom, FCA, CFInstD

John joined the Napier Port Board

on 7 February 2019. John has a

background in financial services,

including NZX listings, acquisitions,

mergers and financial reporting,

with over 35 years’ professional

experience as a Chartered

Accountant. He was a Partner

at PricewaterhouseCoopers

for 23 years, including eight years

as Auckland Managing Partner.

John is a Chartered Fellow

of the Institute of Directors in

New Zealand and is currently

a director of Heartland Bank,

Investore Property, Stride Property

Group and Kathmandu Holdings.

He previously served on the board

of Port Otago for nine years,

and has been a director of Ballance

Agri-Nutrients and APN News

and Media.

VINCENT TREMAINE AM

Independent Director

BBus, FCPA, FAICD, GAIST

Vincent joined the Napier Port Board

on 7 February 2019. Vincent has

broad experience in the port sector,

having served for 16 years as CEO

of Flinders Ports Holdings, which

owns seven South Australian ports,

the Adelaide Container Terminal

and Flinders Logistics.

Vincent is currently Chair of Riverland

Holdings, Chair of SouthernLaunch.

Space and a director of South

Australia’s Statewide Super. He has

served as Chair of Ports Australia

and the South Australian Chamber

of Commerce and Industry, and as a

director of Australia’s National Heavy

Vehicle Regulator. Vincent also

worked for Toll Ports and Resources,

managing the ports of Geelong

and Hastings in Victoria. In 2020,

Vincent was awarded Membership

of the Order of Australia (AM) for

“significant service to shipping

infrastructure and freight transport”.

HON RICK BARKER

Director

MPP

Rick joined the Napier Port board

on 27 June 2019. Rick serves as

the Deputy Chair of the Hawke’s

Bay Regional Council, elected as a

Councillor for Hastings in October

2013. He was previously a Member

of Parliament for 18 years, serving six

years as a Cabinet Minister, a term

as Senior Government Whip, and

also elected as Assistant Speaker

of the House during his tenure.

Rick is currently working on behalf

of the Minister for Treaty of Waitangi

Negotiations to settle historic

grievances against the Crown.

Rick also does independent

consulting on a range of issues.

Rick completed a Master’s Degree

in Public Policy in 2012.

42 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

BOARD OF DIRECTORS
DIANA PUKETAPU

Independent Director

FCA, CMInstD

Diana joined the Napier Port Board

on 13 December 2017, and has

a background in commercial, iwi

and sports governance. Diana is

a director of Ngāti Porou Holding

Company, Tāmaki Redevelopment

Company, Manawanui Support

Limited, New Zealand Olympic

Committee, and NZ Cricket.

She has previously served as

a director of Auckland Council

Investments Limited and the World

Masters Games 2017, and was

formerly the Chief Financial Officer

of Ngāti Whātua Ōrākei Corporate.

Diana is a Fellow Chartered

Accountant and a Chartered Member

of the Institute of Directors.

BLAIR O’KEEFFE

Director

BBS (Hons), MInstD

Blair was appointed as a director

of Napier Port on 27 June 2019.

Blair is a professional company

director, with governance experience

in local and central government,

and NZX-listed companies. He is

currently a director of NZX-listed

Z Energy, Central Air Ambulance

Limited, Central Economic

Development Agency, and Chair

of Hawke’s Bay Rescue Helicopter

Trust. He has significant port and

maritime experience as former

Chair of Crown entity Maritime

New Zealand, and as longstanding

CEO of a New Zealand

port company.

From top left: Alasdair MacLeod, Stephen Moir,

Diana Puketapu, John Harvey, Vincent Tremaine,

Rick Barker, Blair O’Keeffe

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 43

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

Kia Zia, Andrea Manley, Michel de Vos

TODD DAWSON

Chief Executive

BSC, PGDipBus, MInstD, PMP

Todd joined Napier Port as Chief Executive Officer in

January 2018, bringing broad commercial experience

across the transport and logistics sectors. Prior to

Napier Port, Todd led strategic partnerships and new

ventures at Kotahi Logistics, working on the introduction

of big ships to New Zealand and intermodal freight hub

joint ventures. He has over 20 years’ experience behind

him, having worked on international projects including

the transformation of UK supermarket Sainsbury’s supply

chain. He has previously held senior roles at IBM,

Toll New Zealand and Mainfreight.

Todd holds a Bachelor of Science and a Postgraduate

Diploma of Business in Operations Management from the

University of Auckland. He is a member of the Institute

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

intermodal joint venture Manawatū Inland Port and director

of Total Advantage Group in Auckland.

44 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

KRISTEN LIE
Chief Financial Officer

BBS, CA, CFA, CMInstD

Kristen joined Napier Port as Chief Financial Officer

in September 2015. Kristen has more than 25 years’

financial experience and strong commercial and strategic

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

18 years working across London, Moscow and Oslo.

His previous roles have been with the London-based

office of listed shopping centre group Westfield, London-

based property investment company Grosvenor, as well

as Ernst & Young and PricewaterhouseCoopers.

Kristen holds a Bachelor of Business Studies from Massey

University and is a Chartered Accountant, a Chartered

Financial Analyst, and a Chartered Member of the Institute

of Directors in New Zealand.

DAVID KRIEL

General Manager – Commercial

MSc, FCILT

David joined Napier Port as General Manager –

Commercial in 2018. David has an extensive background

in transport and logistics and worked with Lodestar

and Oji Fibre Solutions from 2005 to 2018.

David is a Fellow of the Chartered Institute of Logistics

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

for Transport Studies and the Humanitarian Logistics

Association. David sits on the board of Business

Hawke’s Bay as the Napier Port representative.

VIV BULL

General Manager – Culture and Community

MSc (Hons)

Viv joined Napier Port in 2011 and leads our human

resources, health and safety, and communications

functions. Her career has included senior management

roles with the Department of Corrections, KPMG

and the State Services Commission.

Viv is an independent member of the audit and risk

committee of the Heretaunga Tamatea Settlement

Trust. She holds a Master of Science in Organisational

Psychology from the University of Canterbury.

ADAM HARVEY

General Manager – Marine and Cargo Operations

BA, BCA

Adam joined Napier Port in 2010 and is responsible

for log operations, logistics and planning, security

and shipping operations. He has a background

in human resources and prior to his current position,

was Napier Port’s Container Terminal Manager.

Adam holds a Bachelor of Commerce in Management

and Economics and a Bachelor of Arts in Geography

and Psychology, both from the University of Otago. He is

the current Chairperson of the Port Industry Association.

KIA ZIA

General Manager – Container Operations

BCom, BEng

Kia joined Napier Port in March 2020, and is responsible

for Napier Port’s container terminal, empty depot services

and crane and plant services. Kia brings a strong

background in logistics and supply chain management

to the role, coming from a role as Head of Engineering

and Supply Chain Development – ANZ at Kraft Heinz.

Kia has previously worked with Toyota Motor Corporation,

McKinsey & Company and General Motors.

Kia holds a Bachelor of Commerce in Finance and

Economics as well as a Bachelor of Engineering, majoring

in Mechanical and Manufacturing, both from the University

of Melbourne.

ANDREA MANLEY

General Manager – Strategy and Innovation

BSc/BCom, MZIMR I & II, DipBA

Andrea joined Napier Port in 2019. She is responsible

for leading strategic planning and performance, identifying

growth opportunities, implementing new strategic

initiatives and developing digital solutions. Andrea has

previously worked with Kotahi Logistics, Goodman Fielder,

Alcatel-Lucent, Brightstar, Vodafone and IBM.

Andrea holds a Bachelor of Science in Statistics,

Management Science and Operations Research from

the University of Auckland and a Diploma in Business

Administration from Henley Management College.

She is a Non-Executive Director of Pacificomm,

a member of the University of Auckland Strategic

Supply Chain Programme Advisory Group and a founding

member of the Auckland Women in Supply Chain Network.

MICHEL DE VOS

General Manager – Infrastructure Services

BEng (Nav Arc), GDip (Maritime and Logistics

Management)

Michel joined Napier Port in April 2014.

Michel is responsible for the maintenance, planning

and construction of all port infrastructure, as well as

overseeing our environmental sustainability management

programme and is Project Director for 6 Wharf.

Michel has a background in marine engineering, having

held roles with Queensland’s Gladstone Ports Corporation

and Fremantle Ports in Perth, as well as working with

multi-national dredging and maritime construction firms

on projects throughout Asia.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 45

46 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

FINANCIAL STATEMENTS
AND OTHER DISCLOSURES

CORPORATE GOVERNANCE STATEMENT 48

OTHER DISCLOSURES 56

CONSOLIDATED INCOME STATEMENT 61

CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME 62

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY 63

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION 64

CONSOLIDATED STATEMENT

OF CASH FLOWS 65

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS 67

TRADE AND FINANCIAL FIVE YEAR SUMMARY 90

INDEPENDENT AUDITOR’S REPORT 91

DIRECTORY 95

ANNUAL REPORT 2020– TE PŪRONGO Ā-TAU 2020 / 47

NAPIER PORT HOLDINGS LIMITED
CORPORATE

GOVERNANCE STATEMENT

The Board of Napier Port Holdings Limited

(the Company) and its subsidiaries (collectively the

Group) are responsible for the corporate governance

of the Group. Corporate governance describes how

a company looks after the interests of its shareholders

and other stakeholders.

The Board is committed to maintaining best practice

governance policies and behaviours. This Corporate

Governance Statement sets out the corporate governance

policies, practices, and processes of the Group as at

17 November 2020 and has been approved by the Board.

The Group’s policies, practices and processes are

reviewed against the best practice principles included

in the NZX Corporate Governance Code (NZX

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

governance policies, practices and processes generally

follow the recommendations of the NZX Code.

This Corporate Governance Statement includes

disclosure of the extent to which the Group has followed

each of the recommendations in the NZX Code.

Further information about the Group’s corporate

governance framework is available on the Group’s Investor

Centre (www.napierport.co.nz).

PRINCIPLE 1 –

CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour,

model this behaviour and hold management accountable

for these standards being followed throughout

the organisation”.

CODE OF ETHICS

Recommendation 1.1: The Board should document

minimum standards of ethical behaviour to which the

issuer’s Directors and employees are expected to adhere

(a code of ethics).

The Board and management are committed to ensuring

the Group adheres to best practice governance principles

and maintains the highest ethical standards. The Group’s

code of ethics sets out the manner in which directors and

employees should conduct themselves. The code of ethics

incorporates the requirements set out in recommendation

1.1 of the Code and forms part of the induction process

for all new employees.

The Board recognises good governance is not merely

a matter of achieving legislative compliance but ensuring

that exemplary standards and behaviour are maintained.

This involves the establishment and maintenance

of a culture at a Board and senior management level

and throughout the Group to ensure that directors

and employees deal fairly with others, with transparency,

and protect the interests of shareholders and look after

the rights of stakeholders.

SHARE TRADING POLICY

Recommendation 1.2: An issuer should have a financial

product dealing policy which applies to employees

and directors.

The Group has adopted a Share Trading Policy which

sets out the responsibilities of all directors, officers,

employees, personal services contractors, and secondees

of Napier Port Holdings Limited and its subsidiaries

for trading in the Company’s securities within a listed

company environment. The Share Trading Policy is

available on the Group’s website. This policy is separate

from, and in addition to, the legal prohibitions on insider

trading in New Zealand, and does not replace

legal obligations.

Insider trading is prohibited at all times. Directors and

employees who possess material information must not

trade in securities, advise or encourage another person

to trade or hold the Company’s securities, advise

or encourage a person to advise or encourage another

person to trade or hold the Company’s securities,

or directly or indirectly disclose or pass on the material

information to anyone else, knowing that the other person

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

Company’s securities.

Restricted persons including the Directors, Chief

Executive Officer, Senior Management Team, Trusts

and Companies controlled by these persons, and anyone

else notified by the Chief Financial Officer, have additional

trading restrictions. Restricted persons are prohibited

from trading in securities during specific “black-out”

periods, from 30 days prior to the Group’s interim and

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

release of the respective periods results to the NZX,

30 days prior to the release of a product disclosure

statement for a general public offer, or such other period

as determined by the Board.

During any other period restricted persons who do not

possess material information may trade the Company’s

securities subject to notification and consent requirements.

Restricted persons may not trade until this written consent

has been received.

48 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

PRINCIPLE 2 –
BOARD COMPOSITION

AND PERFORMANCE

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

of independence, skills, knowledge, experience

and perspectives”.

BOARD CHARTER

Recommendation 2.1: The Board of an issuer should

operate under a written charter which sets out the roles

and responsibilities of the Board. The Board charter

should clearly distinguish and disclose the respective

roles and responsibilities of the Board and Management.

The Board has adopted a formal Board Charter which

sets out the respective roles, responsibilities, composition

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

Group’s website.

The Board is ultimately responsible for setting the

strategic direction of the Group, oversight of the

management of the Group and direction of its business

strategy, with the ultimate aim being to operate the

Group as a successful business, while respecting the

rights of other stakeholders. This includes establishing

the strategies and financial objectives with the Senior

Management Team, monitoring the performance of the

Senior Management Team, monitoring compliance and risk

management, and ensuring the Group has the appropriate

controls and policies in place.

The Board delegates the day-to-day affairs and

management responsibilities of the Group to the Chief

Executive Officer and Senior Management Team to deliver

the strategic direction and goals determined by the Board.

NOMINATION AND APPOINTMENT OF DIRECTORS

Recommendation 2.2 and 2.3: Every issuer should

have a procedure for the nomination and appointment

of Directors to the Board. An issuer should enter into

written agreements with each newly appointed Director

establishing the terms of their appointment.

The Board have delegated to the Remuneration

and Nomination Committee the responsibility to make

recommendations to the Board in respect of Board

and committee composition and, when required, identify

individuals believed to be qualified to become Board

members. Procedures for the appointment and removal

of directors are set out in the Remuneration and

Nomination Committee Charter. To be eligible for

selection the candidates must demonstrate appropriate

qualities and experience, and the Committee must be

satisfied that a candidate will commit the time needed

to be fully effective in their role. The Committee will ensure

proper checks as to the proposed Director’s character,

experience, education, criminal record and bankruptcy

history are conducted and key information about the

proposed Director is provided to shareholders to assist

their decision as to whether or not to elect or re-elect

the Director.

The whole Board will have the opportunity to consider

candidates for appointment to the Board. Directors may

be appointed by the Board to fill vacancies or director

nominations may be made by shareholders for election at

the Annual Meeting of Shareholders. Directors appointed

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

Meeting of Shareholders. The NZX Listing Rules and the

Group’s constitution requires that all directors stand for

re-election at the Annual Meeting of Shareholders within

three years of last being elected. The Group enters into

a written agreement with each newly appointed director

establishing the terms of their appointment.

DIRECTORS

Recommendation 2.4: Every issuer should disclose

information about each Director in its annual report

or on its website, including a profile of experience,

length of service, independence and ownership interests

and Director attendance at Board meetings.

The Board currently comprises seven directors;

an independent Chair, four directors who are independent,

and two other non-executive directors. A profile of

experience for each director, including length of service,

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

Annual Report. Director’s ownership interests are included

in the Other Disclosures section of the Annual Report

on page 56.

ATTENDANCE AT BOARD

AND COMMITTEE MEETINGS

For the year ended 30 September 2020

Board

Audit and Risk

Management Committee

Remuneration and

Nomination Committee

Health and Safety

Committee

Number of meetings held81023

Alasdair MacLeod810

1

23

Wendie Harvey

2

----

Diana Puketapu81023

Stephen Moir81023

Vincent Tremaine 81023

John Harvey 810-3

Blair O’Keeffe77

1

23

Hon Rick Barker 86

1

-3

1. Non-committee members also in attendance.

2. Wendie Harvey resigned as Director of Port of Napier Limited

and Napier Port Holdings Limited on 3 October 2019.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 49

DIVERSITY
Recommendation 2.5: An issuer should have a written

diversity policy which includes requirements for the Board

or a relevant committee of the Board to set measurable

objectives for achieving diversity (which, at a minimum,

should address gender diversity) and to assess annually

both the objectives and the entity’s progress in achieving

them. The issuer should disclose the policy or a summary

of it.

The Group has a diversity policy which defines the

approach of the Group towards diversity and inclusion.

It also identifies the responsibilities of the Board, the

Senior Management Team and all of the Group’s

employees. The diversity policy is available on the website.

The Group recognises the value of a diverse and skilled

workforce and is committed to embedding diversity and

inclusion into employment practices and all aspects of the

Group’s operations. The Board, Senior Management Team,

Managers and Supervisors, and Human Resources will

collectively and individually treat all employees equally.

The Group will foster an environment which encourages

a variety of different viewpoints and backgrounds.

The diversity of the Board, Senior Management Team

and the Group’s employees will be reviewed annually

against agreed metrics by the Board. A diversity working

group has been established to develop a five year Equity,

Diversity and Inclusion (EDI) strategy and determine which

initiatives will be implemented to improve diversity.

The following is a breakdown of the gender composition

of the Group at the balance date:

2020*2019*

FemaleMaleFemaleMale

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

Directors114686225675

Senior Management

Team

225675225675

Permanent employees431623384461721783

Total461624584501822982

* as at 30 September

DIRECTOR TRAINING

Recommendation 2.6: Directors should undertake

appropriate training to remain current on how to best

perform their duties as Directors of the issuer.

The Board seeks to ensure that any new Directors are

appropriately introduced to the Senior Management

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

acquainted with relevant industry knowledge, and receive

appropriate company documents to enable them to

perform their role as a Director.

Directors will receive induction training upon appointment,

and are expected to maintain appropriate levels of

financial, legal and industry understanding throughout

their appointment.

BOARD EVALUATION

Recommendation 2.7: The Board should have

a procedure to regularly assess Director, Board

and Committee performance.

The Board undertakes a biennial performance evaluation

of itself that discusses and assesses the performance

of each Director and the Chair, compares the performance

of the Board as a whole with the requirements of the

Board Charter, reviews the performance of the Board’s

Committees, and effects any improvements to the

respective Charters deemed necessary or appropriate.

The performance evaluation is conducted in the manner

the Board deems appropriate. The last Board evaluation

was completed in November 2020.

Recommendation 2.8 and 2.9: A majority of the Board

should be independent directors. An issuer should

have an independent Chair of the Board. If the Chair

is not independent, the Chair and CEO should be

different people.

The Board currently comprises seven directors, five

of whom have been determined to be “Independent

Directors” by the Board under the NZX Listing Rules.

The Chair of the Board is an Independent Director

and is not the Chair of the Audit and Risk

Management Committee.

PRINCIPLE 3 –

BOARD COMMITTEES

“The Board should use committees where this will

enhance its effectiveness in key areas, while still retaining

Board responsibility”.

AUDIT AND RISK MANAGEMENT COMMITTEE

Recommendation 3.1: An issuer’s audit committee

should operate under a written charter. Membership on

the audit committee should be majority independent

and comprise solely of non-executive directors of the

issuer. The chair of the audit committee should be an

independent director and not be the chair of the Board.

The Audit and Risk Management Committee operates

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

website. The Committee is required to have a majority of

independent non-executive directors, at least two must

have an accounting or financial background, and the

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

The Chair of the Committee is an Independent Director

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

Management Committee currently comprises

Stephen Moir (Chair), Diana Puketapu, Vincent Tremaine

and John Harvey. All directors may attend the Committee

meetings at their discretion.

The Audit and Risk Management Committee’s purpose

is to assist the Board in fulfilling its responsibilities

to discharge its financial reporting and regulatory

responsibilities, ensure the ability and independence

of the external auditor to carry out its statutory audit

role, ensure an effective internal audit and internal

control system is maintained, and ensure an appropriate

framework is maintained for the management of strategic

and operational risk.

50 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

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

audit committee.

The Chief Executive Officer, Chief Financial Officer

and any other employees the Audit and Risk Management

Committee considers necessary to provide appropriate

information and explanations may attend the Committee

on invitation. The Group’s external auditor also attends

meetings at the Committee’s invitation.

REMUNERATION AND NOMINATION COMMITTEE

Recommendation 3.3 and 3.4: An issuer should have

a remuneration committee (which operates under a

written charter) unless this is carried out by the whole

board. At least a majority of the remuneration committee

should be independent directors. Management should

only attend remuneration committee meetings at the

invitation of the remuneration committee. An issuer should

establish a nomination committee to recommend director

appointments to the Board (unless this is carried out by

the whole board), which should operate under a written

charter. At least a majority of the nomination committee

should be independent directors.

The Remuneration and Nomination Committee operates

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

website. The Committee consists of at least three

members of the Board, the majority of the committee

which are required to be Independent Directors.

The Committee is required to meet at least two times

per year. The Chair of the Committee is an Independent

Director. The Remuneration and Nomination Committee

currently comprises Alasdair MacLeod (Chair),

Diana Puketapu, Stephen Moir, Vincent Tremaine,

Blair O’Keeffe. All directors of the Board may attend

the Committee meetings at their discretion. The Chief

Executive will act as secretary to the Committee and other

members of management may attend the Committee

meetings on invitation.

The primary responsibilities of the Committee include,

nominating and appointing directors to the Board,

remuneration of directors, remuneration and evaluation of

the Chief Executive Officer, review of the Chief Executive

Officer’s remuneration recommendations for the Senior

Management Team, review of the overall Group’s salary

and incentive policies, and succession planning.

HEALTH AND SAFETY COMMITTEE

Recommendation 3.5: An issuer should consider

whether it is appropriate to have any other board

committees as standing board committees.

All committees should operate under written charters.

An issuer should identify the members of each of its

committees, and periodically report member attendance.

Health and safety is a strong priority of the Napier Port

Board of Directors and health and safety performance

is actively reviewed at every board meeting. The Group

also has a Health and Safety Committee whose purpose

is to assist the Board in fulfilling its responsibilities in

respect of the health, safety and wellness requirements

within the Health and Safety at Work Act 2015 and

regulatory framework. The Health and Safety Committee

operates under a written charter, which is available on

the Group’s website. The Health and Safety Committee

operates in the context of the vision that every person

goes home safely every day, a culture of care, and

strategic objectives relating to people, place and planet.

The Committee consists of all members of the Board,

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

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

The current Chair of the Committee is Vincent Tremaine.

The Committee may on invitation have in attendance

members of management including the General Manager

Culture and Community, and other persons including

senior health and safety staff, that it considers necessary

to provide necessary information and explanations.

The Chief Executive Officer and the General Manager

Culture and Community are responsible for drawing to

the Committee’s immediate attention any material matter

that relates to notifiable events and significant near

misses or incidents.

TAKEOVER POLICY

Recommendation 3.6: The Board should establish

appropriate protocols that set out the procedure to be

followed if there is a takeover offer for the issuer including

any communication between insiders and the bidder.

The Board should disclose the scope of independent

advisory reports to shareholders. These protocols

should include the option of establishing an independent

takeover committee, and the likely composition and

implementation of an independent takeover committee.

Given the Group’s shareholding structure, with the

Hawke’s Bay Regional Council (Council) indirectly

controlling approximately 55% of the shares of the Group,

the Board considers it highly unlikely that a third-party

would make a takeover approach or proposal without

the support of Council. Notwithstanding this, the Board

consider it prudent to have protocols in place and has

established formalised takeover response protocols

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

unsolicited approaches or proposals it may receive in

relation to a takeover. These protocols would help to

inform the Board of their roles and responsibilities with

respect to any approach or proposal, assist the Board

and its advisers in developing and executing a response

strategy, and act as a basic guide on the process

for any takeover offer.

In the event of a takeover offer, a Takeover Response

Committee, would be convened comprising independent

directors, management and appropriate financial, legal

and strategic advisers.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 51

PRINCIPLE 4 –
REPORTING AND DISCLOSURE

“The Board should demand integrity in financial

and non-financial reporting, and in the timeliness

and balance of corporate disclosures”.

CONTINUOUS DISCLOSURE

Recommendation 4.1: An issuer’s board should have

a written continuous disclosure policy.

As a company listed on the NZX Stock Exchange, the

Company is committed to keeping the market informed

of all material information relating to the Group and

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

obligations in relation to continuous disclosure of material

information under the NZX Listing Rules. The Group has

a Continuous Disclosure Policy, which is available on the

Group’s website.

CHARTERS AND POLICIES

Recommendation 4.2: An issuer should make its code

of ethics, board and committee charters and the policies

recommended in the NZX Code, together with any other

key governance documents, available on its website.

Information about the Group’s corporate governance

framework (including Code of Ethics, Board and

Committee Charters, and other key governance policies)

are available to view on the Group’s website.

FINANCIAL AND NON-FINANCIAL REPORTING

Recommendation 4.3: Financial reporting should be

balanced, clear and objective. An issuer should provide

non-financial disclosure at least annually, including

considering environmental, economic and social

sustainability factors and practices. It should explain

how operational or non-financial targets are measured.

Non-financial reporting should be informative, include

forward looking assessments, and align with key

strategies and metrics monitored by the Board.

FINANCIAL REPORTING

The Audit and Risk Management Committee oversees

the quality and integrity of financial reporting ensuring

the financial reporting is balanced, clear and objective.

The Audit and Risk Management Committee’s

responsibility for the annual and interim financial

statements includes, reviewing the quality and

acceptability of accounting policies and practices,

reporting disclosures and changes thereto, reviewing

areas involving significant judgement, estimation

or uncertainty, overseeing compliance with financial

reporting standards, appropriate laws and regulations,

assessing the overall performance of financial

management, and approving all financial reporting

to shareholders and other stakeholders.

NON-FINANCIAL REPORTING

The Group is committed to collaborating with others

to ensure our people, planet and place thrive. Caring for

our people, the local community and the environment

is core to our Culture of Care, which is the foundation

of our purpose and our business strategy.

In 2019, the Group completed a Sustainability Framework

focused on what the Group can achieve locally to respond

to global challenges like climate change, gender equality,

and ocean conservation. Our Sustainability Framework

is aligned to the United Nations Sustainable Development

Goals (SDGs), reflecting the most urgent global

environmental, political and economic challenges.

Our framework identifies 14 of the SDG goals that we

can make a meaningful contribution to as a business.

This framework is guiding the development of our

sustainability strategy.

The Group has a strategy implementation plan underway

and is developing work programmes to further advance

in the focus areas within the strategy and reporting

metrics going forward.

This Annual Report includes reporting on our strategy

and various sustainability initiatives undertaken by the

Group during the current year.

PRINCIPLE 5 –

REMUNERATION

“The remuneration of directors and executives should

be transparent, fair and reasonable.”

DIRECTORS’ REMUNERATION

Recommendation 5.1: An issuer should recommend

director remuneration to shareholders for approval in a

transparent manner. Actual director remuneration should

be clearly disclosed in the issuer’s annual report.

The Remuneration and Nomination Committee is

responsible to biennially review Director remuneration to

determine whether Director remuneration is appropriate.

This review is required to consider benchmarking data

from similar listed companies.

In respect of both their roles as directors of Napier Port

Holdings Limited and Port of Napier Limited, fees in

aggregate for all Directors are a maximum of $655,000

per annum.

Under Listing Rule 2.11.3, if the total number of Directors

subsequently increases, the Directors are permitted

(without seeking shareholder approval) to increase the

total remuneration by the amount necessary to enable

the Group to pay the additional Director or Directors

remuneration not exceeding the average amount then

being paid to each of the existing Directors (other than

the Chair).

Actual remuneration of Directors is included in the Other

Disclosures section of the Annual Report on page 58.

52 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

REMUNERATION POLICY
Recommendation 5.2: An issuer should have

a remuneration policy for remuneration of directors

and officers, which outlines the relative weightings

of remuneration components and relevant

performance criteria.

The Group has adopted a Remuneration Policy which sets

out the remuneration principles that apply to the Directors,

Chief Executive Officer and Senior Management team.

The policy requires that remuneration decisions are fair

and reasonable and based on merit, where appropriate.

The Group will not discriminate on the grounds of gender,

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

or gender identity. Remuneration will be set at levels that

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

and experience, the demand for skill and performance

in the role, and the commercial environment).

DIRECTORS

The Group’s policy is that all remuneration of Directors

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

based remuneration or retirement benefits. All Directors

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

additional fees will be payable to the Chairs of the Audit

and Risk Management, Remuneration and Nomination,

and Health and Safety Committees and the Chair

a Chair's fee, all as recommended by the Remuneration

and Nomination Committee and approved

by Shareholders from time to time.

CHIEF EXECUTIVE OFFICER (CEO)

AND SENIOR MANAGEMENT TEAM

Determination of remuneration for the CEO and Senior

Management team is subject to a fair and thorough

process. Remuneration will be determined by the scale

and complexity of the relevant employee’s role.

A remuneration review is undertaken by the

Remuneration and Nomination Committee annually.

Under the Group’s remuneration framework, individual

performance and market relativity are key considerations,

balanced by the context in which the Group operates.

Remuneration of the CEO and Senior Management team,

include a mix of fixed and variable components.

A summary of the current provisions is as follows:

• Fixed remuneration – this includes the relevant

employee’s base salary and cash allowances and any

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

health insurance and annual leave);

• Other variable remuneration – Some Senior

Management team positions, including the CEO, are

eligible for additional remuneration from Long-Term

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

Eligibility is determined by the Board of Directors

and the CEO. The terms and conditions of any STI

or LTI plan are identified in the individual employment

agreement of the Senior Management team member

to whom it applies.

The remuneration policy is reviewed by the Board annually.


CHIEF EXECUTIVE OFFICER (CEO) REMUNERATION

Recommendation 5.3: An issuer should disclose the

remuneration arrangements in place for the CEO in its

annual report. This should include disclosure of the base

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

the performance criteria used to determine performance-

based payments.

The remuneration of the CEO for the year ended

30 September 2020 is included in the Other Disclosures

section of the Annual Report on page 58.

The STI is based on the achievement of both financial

and non-financial objectives with an actual opportunity

in the range of 0 – 30% of the CEO’s base salary.

Strategic objectives are set each year by the

Remuneration Committee (and approved by the Board)

and closely align to Napier Port’s strategic goals.

The financial objective is to meet or exceed the normalised

net profit after tax target. The Board retains complete

discretion over paying an STI and may determine, despite

the actual performance against objectives, that a reduced

STI or no STI will be paid in any given year.

The LTI grants share rights to the CEO that will vest at the

completion of a three year vesting period. The proportion

of share rights that will actually vest depends on the

CEO’s continuous employment during the vesting period,

the achievement of certain EBITDA targets over the

prospective financial information period (2 years),

and total shareholder return (TSR) hurdles over the

vesting period.

The TSR hurdles over the vesting period are as follows:

Napier Port’s TSR

Percentage of the

relevant share rights that vest

Is not positive0%

Less than or equal to the NZX 50

Peer Group median TSR

0%

Greater than the NZX 50 Peer Group

median TSR

50%

Exceeds the NZX 50 Peer Group median

TSR, but does not exceed the 75th

percentile of the NZX 50 Peer Group

50% -

100%

(pro-rata)

Equal to or greater than the 75th percentile

TSR of the NZX 50 Peer Group

100%

Any vesting shares under the LTI are eligible for additional

dividend shares based on any cash dividends paid by the

Group during the vesting period.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 53

PRINCIPLE 6 –
RISK MANAGEMENT

“Directors should have a sound understanding of the

material risks faced by the issuer and how to manage

them. The Board should regularly verify that the issuer

has appropriate processes that identify and manage

potential and material risks”.

RISK MANAGEMENT

Recommendation 6.1: An issuer should have a risk

management framework for its business and the issuer’s

board should receive and review regular reports.

An issuer should report the material risks facing

the business and how these are being managed.

The Board and Senior Management Team are committed

to managing risk to protect our people, the environment,

financial business risks, company assets and our

reputation. The Audit and Risk Management Committee is

responsible for ensuring that management is implementing

the Group’s risk management framework and policies.

The Group has a comprehensive risk management system

in place which is used to identify and manage business

risks. The system identifies the key risks facing the

Group and the status of initiatives employed to reduce

them. Management report to the Board periodically, on

the effectiveness of the Group’s management of these

material risks. As part of risk management the Group

also has a comprehensive treasury policy that sets out

procedures to minimise financial market risk. The Group

maintains insurance policies that it considers adequate

to meet insurable risks.

HEALTH AND SAFETY

Recommendation 6.2: An issuer should disclose how it

manages its health and safety risks and should report on

its health and safety risks, performance and management.

The Group aims to ensure that everyone working at

Napier Port returns safely to their families every day.

To ensure a safe and healthy work environment, the Group

has developed, and seeks to continuously improve a

health and safety management system that is managing

safety performance and promotes a safety culture.

Managing safety performance is achieved by:

• Setting health and safety objectives and performance

criteria for all work areas, tracking performance

through lead and lag indicators, identifying trends

and implementing appropriate responses;

• Ensuring the health and safety framework is reviewed

at least annually;

• Actively encouraging accurate and timely reporting of all

accidents, incidents, near misses and unsafe conditions;

• Ensuring all serious accidents, incidents, near misses

are investigated and root cause analyses conducted;

• Ensuring risk assessments are conducted, controls

are identified and implemented based on those

assessments and where necessary updated where

risks or controls may have changed;

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

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

• Ensuring the Group meets its obligations under the

Health and Safety at Work Act 2015, associated

regulations, codes of practice and standards and

guidelines regulating worker health and safety.

Promoting a health and safety culture is achieved by:

• Supporting a “Just Culture” philosophy where health

and safety is supported and promoted through enabling

worker participation, ensuring adequate resources are

allocated to health and safety initiatives and providing

training and information about specific health and safety

risks; and

• Promoting continuous improvement and good practice

in health and safety.

To promote a best practice approach to health and safety

the Group has introduced a safety implementation road

map consisting of three strategic projects. The road

map includes:

• A Safety Management System to align to best practice

standard for Occupational Health and Safety practice

(ISO45001);

• A Critical Risk Control Management program focusing

on the management and control of the port critical risks;

• A replacement health and safety information

management system (SAI360) to support streamlined

reporting, compliance, and structured assurance activity.

Every Director, Senior Manager, Middle Manager, Team

Leader/Supervisor and worker is expected to share in this

commitment to the Health and Safety Policy by following

the duties and responsibilities specified in the Napier Port

Health and Safety Duties and Responsibilities Policy.

PRINCIPLE 7 –

AUDITORS

“The Board should ensure the quality and independence

of the external audit process”.

EXTERNAL AUDIT

Recommendation 7.1 and 7.2: The Board should

establish a framework for the issuer’s relationship with

its external auditors. This should include procedures

prescribed in the NZX Code. The external auditor should

attend the issuer’s annual meeting to answer questions

from shareholders in relation to the audit.

The Audit and Risk Management Committee is

responsible for the oversight of the Group’s external audit

arrangements. These arrangements include procedures

for the matters described in Recommendation 7.1 of the

NZX Code.

54 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Subject to any requirements of the Auditor General,
the Audit and Risk Management Committee is responsible

for recommending the appointment and removal of the

independent auditor. The Committee is also responsible

for reviewing the independence of the external auditors

and the appropriateness of any non-audit services

they undertake, having direct communication with,

and unrestricted access to, the independent auditor,

and ensuring that the key audit partner (as defined

in the NZX Listing Rules) is rotated every five years.

Napier Port has an External Auditor Relationship

Framework Policy which complements the Audit and

Risk Management Committee Charter by outlining

requirements in relation to the provision of services to

Napier Port by any external auditor on behalf of the Auditor

General. The purpose of this framework is to ensure that

the independence of Napier Port’s external auditor is not

impaired, or put in a position where it could reasonably be

perceived to be impaired, such that Napier Port’s external

financial reporting is viewed as highly reliable and credible.

The auditor of the Group is the Auditor General.

The Auditor General may approve external audit firms

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

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

capacity as auditor are disclosed in the Annual Report

on page 69.

The group invites EY to attend the Annual Meeting of

Shareholders and the audit partner is available to answer

shareholder questions about the conduct of their audit

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

INTERNAL AUDIT

Recommendation 7.3: Internal audit functions should

be disclosed.

The Audit and Risk Management Committee

is responsible for ensuring an effective internal audit

programme and internal control system is maintained.

These responsibilities include reviewing the objectives

and scope of the internal audit programme, ensuring these

are aligned with Napier Port’s overall risk management

framework, and reviewing significant matters reported

by the internal audit programme and how management

is responding to them.

The Group engages external providers to undertake

internal audits.

PRINCIPLE 8 –

SHAREHOLDER RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders

and foster constructive relationships with shareholders

that encourage them to engage with the issuer”.

SHAREHOLDER INFORMATION

Recommendation 8.1: An issuer should have a website

where investors and interested stakeholders can access

financial and operational information and key corporate

governance information about the issuer.

The Group is committed to providing shareholders with

all information necessary to assess the Group’s direction

and performance.

This is done through a range of communication methods,

including continuous disclosure to NZX, interim and

annual reports and the Annual Shareholders’ Meeting.

The Group’s website provides company and financial

information, information about its directors, and copies

of its governance documents for shareholders and other

interested stakeholders to access at any time.

Recommendation 8.2: An issuer should allow investors

the ability to easily communicate with the issuer, including

providing the option to receive communications from the

issuer electronically.

Shareholders have the option of receiving their

communications electronically, including by email.

The Group is committed to open dialogue with

shareholders and welcomes investor enquiries.

Recommendation 8.3 and 8.4: Quoted equity security

holders should have the right to vote on major decisions

which may change the nature of the issuer in which they

are invested. If seeking additional equity capital, issuers

of quoted equity securities should offer further equity

securities to existing equity security holders of the same

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

before equity securities are offered to other investors.

In accordance with the Companies Act 1993, the

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

applicable laws, the Group refers any significant matters

to Shareholders for approval at a Shareholders’ meeting.

Recommendation 8.5: The Board should ensure that

the notices of annual or special meetings of quoted

equity security holders is posted on the issuer’s website

as soon as possible and at least 20 working days prior

to the meeting.

The Group posts any Notices of Shareholder Meetings

as soon as possible and seeks, where possible,

to provide these at least 20 working days prior

to the Shareholders’ meeting.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 55

NAPIER PORT HOLDINGS LIMITED
OTHER DISCLOSURES

PRINCIPAL ACTIVITIES

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

(the Group). The Group’s principal activities remain the commercial operation of Napier Port. There has been

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

DIRECTORS’ INTERESTS

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

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

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

as at 30 September 2020:

DirectorInterestEntity

Alasdair MacLeodChairOptimal Workshop Limited

Chair / ShareholderSilverstripe Limited

ChairHold Fast Investments Limited

MemberIHC – Board Appointments Committee

DirectorSilverstripe Trustee Limited

TrusteeBig Brothers Big Sisters Hawke’s Bay

Diana PuketapuDirectorManawanui Support Limited

DirectorNgati Porou Holding Company Limited and subsidiaries

DirectorTamaki Redevelopment Company Limited and subsidiaries

DirectorNew Zealand Cricket

DirectorNew Zealand Olympic Committee

Stephen MoirDirectorThe Guardians of NZ Superannuation Fund

DirectorTodd Family Office Limited

DirectorIJAP Limited

Vincent Tremaine ChairRiverland Water Holdings Pty Limited

DirectorStatewide Superannuation Pty Limited

ChairSouthernLaunch.Space Pty Limited

DirectorGreen Industries SA

John Harvey DirectorHeartland Bank Limited

DirectorInvestore Property Limited

DirectorStride Property Limited

DirectorStride Investment Management Services Limited

DirectorKathmandu Holdings Limited

Blair O’Keeffe Contracted AdvisorHawke’s Bay Regional Investment Company Limited

Contracted AdvisorHawke’s Bay Regional Council

ChairHawke’s Bay Rescue Helicopter Trust

DirectorCentral Air Ambulance Rescue Limited

DirectorCentral Economic Development Agency Limited

DirectorZ Energy Limited

Hon Rick Barker Deputy Chair / CouncillorHawke’s Bay Regional Council

ChairWest Coast District Health Board

DirectorHawke’s Bay Regional Investment Company Limited


At 30 September 2020 no Directors, or entities related to them, had interests in shares in the Company.

56 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

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

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

company, other than arising from criminal liability, where precluded by statute, or from a breach of a director’s fiduciary

duty to the company.

REMUNERATION

EMPLOYEE REMUNERATION

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

greater than $100,000 are shown below:

Remuneration rangeNumber of

employees

2020

$100,000 - $109,99930

$110,000 - $119,99932

$120,000 - $129,99923

$130,000 - $139,99918

$140,000 - $149,99919

$150,000 - $159,9994

$160,000 - $169,9994

$170,000 - $179,9994

$180,000 - $189,9994

$190,000 - $199,9991

$210,000 - $219,9991

$230,000 - $239,9991

$270,000 - $279,9992

$280,000 - $289,9991

$290,000 - $299,9991

$310,000 - $319,9993

$320,000 - $329,9991

$380,000 - $389,9991

$400,000 - $409,9991

$440,000 - $449,9991

$730,000 - $739,9991

153

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

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

received in their capacity as employees.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 57

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

1

:

2020

$000

Alasdair MacLeod (Chairman)129

Stephen Moir 77

Vincent Tremaine 77

Diana Puketapu 67

John Harvey 67

Blair O’Keeffe 67

Hon Rick Barker 67

Total551

1. The directors’ remuneration above includes fees and remuneration paid for Napier Port Holdings Limited. Directors fees have been set for the Chair

of the Board ($135,000 per annum), Directors other than the Chair ($70,000 per annum), and Committee Chairs (additional $10,000 per annum).

Directors’ remuneration was reduced by 10% for 6 months as part of the Group’s COVID-19 response measures.

CHIEF EXECUTIVE OFFICER’S (CEO’S) REMUNERATION

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

1

:

2020

$000

Base salary524

Other benefits

2

21

Short Term Incentive (STI)

3

164

Long Term Incentive (LTI)

4

26

735

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

on the fair value of the award recognised in the income statement.

2. Other benefits comprise superannuation and life insurance benefits.

3. The STI target is based on the achievement of objectives set annually and performance assessed by the Board in respect of the 2019 financial year.

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

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

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

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

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

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

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

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

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

58 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

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

has been taken from the Company’s registers as at 30 September 2020.

TWENTY LARGEST SHAREHOLDERS AT 30 SEPTEMBER 2020

HolderNumber of

Shares Held

% of Issued

Equity

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

National Nominees New Zealand Limited

1

11,594,4715.80

HSBC Nominees (New Zealand) Limited

1

4,577,4602.29

Tea Custodians Limited

1

4,139,4692.07

BNP Paribas Nominees NZ Limited

1

3,787,2781.89

JB Were (NZ) Nominees Limited3,703,7641.85

Citibank Nominees (NZ) Limited

1

3,196,7711.60

JP Morgan Chase Bank

1

2,708,5141.35

Forsyth Barr Custodians Limited2,628,0271.31

Custodial Services Limited <4 A/C>2,547,9211.27

New Zealand Depository Nominee2,052,6441.03

Accident Compensation Corporation

1

2,033,7471.02

HSBC Nominees (New Zealand) Limited

1

1,989,8370.99

Custodial Services Limited <3 A/C>1,939,6890.97

PT Booster Investments Nominees Limited1,837,9260.92

Tatau Tatau Commercial Limited Partnership1,442,3070.72

Private Nominees Limited

1

1,193,3070.60

FNZ Custodians Limited1,132,5060.57

Premier Nominees Limited

1

1,104,3950.55

New Zealand Permanent Trustees Limited

1

985,0000.49

Total164,595,03382.29

1. Shareholdings held in New Zealand Central Securities Depository Limited (NZCSD). The total holding at 30 September 2020 in NZCSD

was 38,913,743.

DISTRIBUTION OF ORDINARY SHARES

HolderNumber of

Holders

Number of

Shares Held

% of Issued

Equity

1 – 5,0008,30515,811,1687.90

5,001 – 10,0006244,653,3012.33

10,001 – 100,0002986,578,9603.29

100,001 and over29172,956,57186.48

Total9,256200,000,000100.00

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 59

GEOGRAPHIC DISTRIBUTION
HolderNumber of

Holders

Number of

Shares Held

% of Issued

Equity

New Zealand9,222199,575,10699.79

Australia20317,8640.16

Other14107,0300.05

Total9,256200,000,000100.00

SUBSTANTIAL SECURITY HOLDERS

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

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

as at 30 September 2020.

HolderNumber of

Shares Held

Date of

substantial

product

holder

notice

% of

Issued

Equity

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

2019

55%

SUBSIDIARY COMPANY DIRECTORS

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

DONATIONS

During the year the Company made donations of $nil (2019: $nil) and subsidiaries made donations amounting

to $nil (2019: $nil).

WAIVERS FROM NZX LISTING RULES

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

30 September 2020.

AUDIT FEES AND OTHER SERVICES

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

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

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

CREDIT RATING

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

EXERCISE OF NZX DISCIPLINARY POWERS

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

30 September 2020.

60 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

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

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2020

2020 2019

Notes $000 $000

Revenue 4 100,427 99,616

Employee benefit expenses 31,373 29,454

Maintenance expenses 8,652 9,073

Other operating expenses 5 19,236 19,102

Operating expenses 59,261 57,629

Result from operating activities 24 41,166 41,987

Depreciation, amortisation and impairment expenses 16,17 12,983 12,171

Other (income) and expenses 5 (704) 945

IPO transaction and related costs (285) 6,404

Profit before finance costs and tax 29,172 22,467

Net finance (income)/costs 6 (149) 10,437

Profit before income tax 29,321 12,030

Income tax expense 7 7,309 5,182

Profit for the period attributable to the shareholders of the Company 22,012 6,848

EARNINGS PER SHARE:

Basic earnings per share 9 0.11 0.06

Diluted earnings per share 9 0.11 0.06

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 61

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

CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2020

2020 2019

Notes $000 $000

Profit for the period attributable to the shareholders of the Company 22,012 6,848

Other comprehensive income

Items that will be reclassified to profit or loss:

Changes in fair value of cash flow hedges (110) (2,835)

Cash flow hedges transferred to profit or loss - 8,345

Deferred tax on changes in fair value of cash flow hedges 8 31 (1,543)


Items that will not be reclassified to profit or loss:

Cash flow hedges transferred to property, plant and equipment (200) -

Deferred tax on changes in fair value of cash flow hedges 8 56 -

Impairment of sea defences (5,782) -

Deferred tax on impairment of sea defences 8 703 4,374

Total comprehensive income for the period attributable

to the shareholders of the Company 16,710 15,189

62 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

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

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2020

Share


CapitalRevaluation ReserveHedging


ReserveShare-based


Payment ReserveRetained


EarningsTotal Equity

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

Balance at 1 October 2019 246,404 75,451 144 333 13,149 335,481

Profit for the period - - - - 22,012 22,012

Other comprehensive income - (5,079) (223) - - (5,302)

Total comprehensive income for the period - (5,079) (223) - 22,012 16,710

Business reorganisation 21 - - - - (348) (348)

Dividends 10 11 - - - (5,000) (4,989)

Transaction costs arising on share issuance 11 (720) - - - - (720)

Fair share loans to employees 11 55 - - - - 55

Share-based payments 20 - - - 56 - 56

Transfer from revaluation reserve - (64) - - 64 -

Total transactions with owners

in their capacity as owners (654) (64) - 56 (5,284) (5,946)

Total movement in equity (654) (5,143) (223) 56 16,728 10,764

Balance at 30 September 2020 245,750 70,308 (79) 389 29,877 346,245

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

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

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

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

Business reorganisation 21 - - - - (63,900) (63,900)

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

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

Transaction costs arising on share issuance 11 (7,045) - - - - (7,045)

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

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

Share-based payments 20 - - - 333 - 333

Total transactions with owners

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

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

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

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 63

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

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2020

2020 2019

Notes $000 $000

EQUITY

Share capital 11 245,750 246,404

Reserves 11 70,618 75,928

Retained earnings 29,877 13,149

346,245 335,481


NON-CURRENT LIABILITIES

Deferred tax liability 8 16,681 18,436

Lease liabilities 19 521 734

Derivative financial instruments 23 111 -

Provision for employee entitlements 13 447 436

17,760 19,606


CURRENT LIABILITIES

Taxation payable 4,161 3,358

Lease liabilities 19 213 200

Trade and other payables 12 17,000 12,471

21,374 16,029

385,379 371,116

NON-CURRENT ASSETS

Property, plant and equipment 17 351,177 317,185

Intangible assets 16 1,377 1,110

Investment properties 18 9,200 8,200

361,754 326,495

CURRENT ASSETS

Cash and cash equivalents 7,936 31,224

Derivative financial instruments 23 - 200

Trade and other receivables 15 15,689 13,197

23,625 44,621

385,379 371,116

On behalf of the Board of Directors, who authorised the issue of these financial statements on the 17th November 2020.


Chairman Director

64 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NAPIER PORT HOLDINGS LIMITED
CONSOLIDATED STATEMENT

OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

2020 2019

$000 $000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers 99,051 99,132

Cash was applied to:

Payments to suppliers and employees (61,336) (56,028)

IPO transaction and related costs (478) (5,643)

Net finance costs received/(paid) 149 (3,287)

Income taxes paid (7,471) (4,407)

Net GST paid (588) (431)

Net cash flows generated from operating activities 29,327 29,336

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Proceeds from sale of property, plant and equipment 56 162

Cash was applied to:

Acquisition of property, plant and equipment and intangible assets (45,988) (17,419)

Investment in joint venture (80) (230)

Net cash flows used in investing activities (46,012) (17,487)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Proceeds from issue of ordinary shares - 234,000

Repayment of fair share loans by employees 67 -


Cash was applied to:

Net repayment of loans and borrowings - (80,500)

Termination of interest rate swaps - (7,141)

Acquisition of treasury shares - (323)

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

Transaction costs arising on share issuance (1,122) (6,646)

Borrowing establishment costs - (632)

IPO proceeds transferred to HBRIC as part consideration for shares of PONL (348) (63,900)

Dividends paid (5,000) (53,957)

Repayment of lease liabilities (200) (189)

Net cash flows generated (used in)/from financing activities (6,603) 19,484

Net (decrease)/increase in cash and cash equivalents (23,288) 31,333

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

Cash and cash equivalents at end of the year 7,936 31,224

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 65

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

CONSOLIDATED STATEMENT

OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 30 SEPTEMBER 2020

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

2020 2019

$000 $000

Profit for the period 22,012 6,848

Adjust for non-cash items:

Fair value gains (1,000) (230)

Depreciation and amortisation 12,432 11,981

Impairment of assets 551 190

Net loss/(gain) on sale of property, plant and equipment 19 (15)

Share of loss and impairment from investment in joint venture 80 1,080

Share-based payments 56 333

Other non-cash items 197 9

Deferred tax (965) (581)

11,370 12,767

Other adjustments:

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

Increase in current tax 803 1,355

Increase in non-current provisions 11 19

814 8,515

Movements in working capital:

Increase in trade and other receivables (1,795) (374)

(Decrease)/increase in trade and other payables (3,074) 1,580

(4,869) 1,206

Net cash flows generated from operating activities 29,327 29,336

66 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

NAPIER PORT HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

1 REPORTING ENTITY

The financial statements presented are those

of Napier Port Holdings Limited and its subsidiaries

(together 'the Group'). Napier Port Holdings Limited

is incorporated under the Companies Act 1993 and

domiciled in New Zealand. Napier Port Holdings Limited's

shares are publicly traded on the New Zealand Stock

Exchange (NZX).

2 BASIS OF PREPARATION

The financial statements have been prepared in

accordance with the Financial Markets Conduct Act 2013.

STATEMENT OF COMPLIANCE

The financial statements have been prepared in

accordance with Generally Accepted Accounting Practice

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

entity for NZ GAAP purposes. The financial statements

comply with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS), other Financial

Reporting Standards as applicable to the Group as

a for-profit entity, and International Financial Reporting

Standards (IFRS).

BASIS OF MEASUREMENT

The financial statements have been prepared

on a historical cost basis, except for sea defences,

investment properties and derivative financial instruments,

which are measured at fair value.

FUNCTIONAL AND PRESENTATION CURRENCY

The financial statements are presented in New Zealand

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

presentation currency and are rounded to the nearest

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

USE OF JUDGEMENTS AND ESTIMATES

In applying the Group's accounting policies, management

is required to make judgements, estimates and

assumptions that affect the application of accounting

policies and the reported amounts of assets, liabilities,

income and expenses. The estimates and judgements

are continually evaluated and are based on historical

experience and other factors, including expectations

of future events that may have a financial impact

on the entity and are believed to be reasonable under

the circumstances. Actual results may differ from

these estimates.

In particular, significant areas of estimation and critical

judgements in applying accounting policies that have

a significant effect on the amounts recognised in the

financial statements are as follows:

• Valuation of sea defences (note 17)

• Estimation of useful lives and residual values

for depreciation expense (note 17)

• Deferred taxes (note 8)

Assessments of materiality require judgement and includes

consideration of relevant qualitative and quantitative

factors. Information that is considered

material and relevant to understanding these financial

statements is included within the notes accompanying

the financial statements.

As at the balance sheet date and as at the date of

authorisation of these financial statements, the Group

was operating in conditions affected by the COVID-19

virus global pandemic. The potential economic and

public health consequences of this pandemic increase

uncertainties regarding the Group's future trading results,

including those arising from the pandemic's potential

impact on our direct and indirect cargo customers.

Risks that the Group is exposed to include financial risk,

including credit risk and market risks, and the carrying

value of assets, as further described in the annual report.

The revised economic situation at 30 September 2020

has required additional consideration of the expected

credit loss in relation to accounts receivable and

impairment. These additional considerations have resulted

in an increase in the expected credit loss allowance

(Note 5 and Note 15) but has not resulted in significant

changes to the recorded amounts of other assets

or liabilities.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 67

3 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

The principal accounting policies applied in the

preparation of these financial statements are set out

below or, where an accounting policy is directly related

to an individual note, within the accompanying notes

to the financial statements. These policies have been

consistently applied to the years presented unless

otherwise stated.

BASIS OF CONSOLIDATION

The consolidated financial statements comprise the

financial statements for the Group at 30 September 2020

and 30 September 2019.

Subsidiaries are those entities over which the Group has

control. Control is achieved when the Group is exposed,

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

entity, and has the ability to affect those returns through

its power over the entity.

The financial statements of the subsidiaries are

prepared for the same reporting period as the Parent,

using consistent accounting policies. The effects of

intercompany transactions are eliminated in preparing

the consolidated financial statements.

ACQUISITION OF SUBSIDIARY SUBJECT

TO COMMON CONTROL

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

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

Limited (PONL) from Hawke's Bay Regional Investment

Company Limited (HBRIC). This constituted a transaction

under common control as both entities were ultimately

controlled by the same party and as such the transaction was

not within the scope of NZ IFRS 3 Business Combinations.

The pooling of interests method was adopted to account for

the acquisition as a business combination carried out under

common control. Under this method, pre-transaction carrying

values were used. Cash paid to HBRIC in conjunction

with this reorganisation has been treated similar to a

dividend and deducted from retained earnings. The financial

statements have been prepared as if PONL and NPHL

were consolidated for all of the periods presented. Historical

pre-transaction information relates to PONL as NPHL was

only incorporated shortly before the transaction and had not

conducted any business prior to acquiring PONL.

OTHER TAXES

Revenue, expenses, assets and liabilities are recognised

net of the amount of GST, except receivables and

payables, which are stated with the amount of GST

included. The net amount of GST recoverable from,

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

or payables in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows

on a basis net of the GST component of cash flows

arising from investing and financing activities, which is

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

as part of operating cash flows.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash at bank and

on hand, and bank deposits and other highly liquid

investments that are readily convertible to cash and have

a maturity of three months or less. Bank overdrafts that

are repayable on demand and form an integral part of the

Group's cash management are included as a component

of cash and cash equivalents for the purpose of the

Statement of Cash Flows.

PROVISIONS

Provisions are recognised when the Group has a present

legal or constructive obligation as a result of past events

and it is probable that an outflow of resources will be

required to settle the obligation and the amount can

be reliably estimated.

FOREIGN CURRENCY TRANSLATION

Transactions in foreign currencies are translated at the

New Zealand rate of exchange ruling at the date of

transaction. At balance date, foreign monetary assets

and liabilities are translated at the closing rate,

and exchange variations arising from these are included

in the Income Statement.

NEW STANDARDS ADOPTED

There have been no new accounting standards

adopted and applied by the Group in the year ended

30 September 2020.

COMPARATIVES

Certain immaterial adjustments have been made to prior

year comparatives to align with the current year disclosure.

68 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

4 REVENUE AND SEGMENT REPORTING
2020 2019

$000 $000

Disaggregation of revenue

Port operations 98,166 97,536

Property operations 2,261 2,080

Operating income 100,427 99,616

Rental income on investment properties within property operations was $59,000 during the year (2019: $57,000).

ACCOUNTING POLICIES:

Port operations

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

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

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

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

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

Property operations

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

Operating segments

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

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

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

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

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

port pack services and depot services. These have been aggregated on the basis of similarities in economic

characteristics, customers, nature of services and risks.

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

customer which comprised 11% of total revenue (2019: $11%).

5 OTHER INCOME AND EXPENSES

2020 2019

$000 $000

Included within other operating expenses are:

Auditor remuneration - audit fees 199 187

Auditor remuneration - non audit services 55 732

Directors' fees 584 449

Auditor remuneration - non audit services comprises fees to EY for interim reviews, limited assurance and risk

management assurance engagements.

2020 2019

Note $000 $000

Included within other income and expenses are:

Loss/(gain) on sale of property, plant and equipment 19 (15)

Asset retirement expenses - 110

Fair value gain on investment property (1,000) (230)

Share of loss and impairment of investment in joint venture 80 1,080

Expected credit loss allowance 15 197 -

Other (income) and expenses (704) 945

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 69

6 NET FINANCE COSTS
2020 2019

Note $000 $000

Interest income (217) (136)

Finance income (217) (136)

Interest expense on borrowings 18 3,616

Termination of interest rate swaps - 7,141

Lease imputed interest 19 50 61

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

Finance expenses 68 10,573

Net finance costs (149) 10,437

ACCOUNTING POLICIES:

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

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

the asset for its intended use or sale.

7 INCOME TAX EXPENSE

2020 2019

Note $000 $000

Reconciliation between income tax expense and tax expense calculated

at the statutory income tax rate:

Profit before income tax 29,321 12,030

Income tax at 28% 8,210 3,368


Adjustment to prior year tax 18 161

Tax effect of non-deductible items 37 1,717

Tax effect of non-assessable items (306) (64)

Reinstatement of tax depreciation on buildings (650) -

Income tax expense 7,309 5,182

The income tax expense is represented by:

Current tax on profits for the year 8,251 5,684

Adjustments for current tax of prior periods 23 79

Current income tax expense 8,274 5,763

Deferred income tax expense for the period 8 (960) (663)

Adjustments for deferred tax of prior periods (5) 82

Deferred income tax expense (965) (581)

Income tax expense 7,309 5,182

On 26 March 2020 the Covid-19 Response (Taxation and Social Assistance Urgent Measures) Bill was enacted which

reinstated the ability for companies to claim depreciation on buildings that have an estimated useful life of 50 years

or more from the 2020-21 income tax year. The reinstatement of tax depreciation on buildings required the Group

to reinstate a portion of the tax base of its buildings. The Group has also removed the effect of a portion of the initial

recognition exemption on those buildings acquired post May 2010. This net change has resulted in a decrease

in the deferred tax liability of $650,000 and a corresponding income tax benefit for the current period.

ACCOUNTING POLICIES:

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

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

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

sheet date.

70 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

8 DEFERRED TAX LIABILITY
2020 2019

$000 $000

Balance 1 October (18,436) (21,848)

Adjustment to prior year provision 5 (82)

Deferred portion of current year tax expense 960 663

Amounts credited and charged direct to equity 790 2,831

Balance at 30 September (16,681) (18,436)

Deferred tax is represented by:

Deferred tax asset

Other 1,316 844

1,316 844

Deferred tax liability

Property, plant and equipment (8,592) (9,112)

Revaluation of sea defences (9,405) (10,168)

(17,997) (19,280)

Net deferred tax liability (16,681) (18,436)

Imputation credit account

Balance at 30 September 11,410 3,834

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

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

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

ACCOUNTING POLICIES:

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

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

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

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

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

the related tax benefit will be realised.

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

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

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

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

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

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

non-depreciable amount.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 71

9 EARNINGS PER SHARE
2020 2019

Cents Cents

Basic earnings per share

Basic earnings per share 0.11 0.06

Diluted earnings per share

Diluted earnings per share 0.11 0.06

2020 2019

$000 $000

Reconciliation of earnings used in calculating earnings per share:

Basic and diluted earnings per share

Net profit attributable to the ordinary shareholders of the Company 22,012 6,848

2020 2019

Number Number

(000) (000)

Weighted average number of shares used as the denominator.

Weighted average number of ordinary shares (excluding treasury stock)

used as the denominator in calculating basic earnings per share 199,414 120,532

Adjustments for calculation of diluted earnings per share:

Executive Long-Term Incentive Plan share rights 145 19

Fair Share Plan 462 56

Weighted average number of ordinary shares and potential ordinary shares

used as the denominator in calculating diluted earnings per share 200,021 120,607

ACCOUNTING POLICIES:

Basic earnings per share

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

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

Diluted earnings per share

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

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

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

conversion of all dilutive potential ordinary shares.

10 DIVIDENDS

2020 2019

$000 $000

Special dividend paid - 43,957

Dividends paid 5,000 10,000

5,000 53,957

ACCOUNTING POLICIES:

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

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

72 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

11 CAPITAL AND RESERVES
Share Capital

2020 Number


of Shares2020


Nominal Value2019 Number


of Shares2019


Nominal Value

(000) $000 (000) $000

Balance at 1 October 199,404 246,404 21,000 21,000

Business reorganisation - - 89,000 -

Issue of ordinary shares - - 90,000 234,000

Treasury shares - - (124) (323)

Fair Share plan 21 66 (472) (1,228)

199,425 246,470 199,404 253,449

Less: Transaction costs arising on issue of shares - (720) - (7,045)

Balance at 30 September 199,425 245,750 199,404 246,404

ACCOUNTING POLICIES:

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

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

the proceeds.


Treasury Shares

2020 Number


of Shares2020


Nominal Value2019 Number


of Shares2019


Nominal Value

(000) $000 (000) $000

Balance at 1 October 124 323 - -

Acquired in conjunction with initial public offering - - 124 323

Balance at 30 September 124 323 124 323

Fair Share Plan

2020 Number


of Shares2020


Nominal Value2019 Number


of Shares2019


Nominal Value

(000) $000 (000) $000

Balance at 1 October 472 1,228 - -

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

Fair share loan repayments (21) (55) - -

Dividends paid - (11) - -

Balance at 30 September 451 1,162 472 1,228

Costs incurred in relation to equity raising

The Group has incurred total transaction costs of $435,000 (2019: $13,449,000) during the year related to the initial

public offering and listing of Napier Port Holdings Limited equity securities on the New Zealand Stock Exchange.

Management have applied judgement to allocate these transaction costs between incremental costs that are directly

attributable to issuing new shares and should be deducted from equity $816,000 (2019: $5,105,000), costs that relate

to the share market listing or are otherwise not incremental and directly attributable to issuing new shares which should

be recorded as an expense/(credit) in the income statement ($202,000) (2019: $4,749,000), and joint costs/(credit) that

relate to both share issuance and listing ($179,000) (2019: $3,595,000). The joint costs were required to be allocated

between equity and expense on a rational basis and Management have applied judgement in determining this allocation.

These judgements resulted in incremental costs of $720,000 included in Share Capital within Equity and a release

of $285,000 being recognised in the Income Statement.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 73

ACCOUNTING POLICIES:
Hedging reserve

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

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

Revaluation reserve

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

Share-based payment reserve

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

Treasury shares

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

are deducted from share capital.

12 TRADE AND OTHER PAYABLES

2020 2019

$000 $000

Trade payables 10,615 4,738

GST payable - 169

Trade accruals 2,741 3,889

Employee entitlement accruals 3,644 3,675

17,000 12,471

ACCOUNTING POLICIES:

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

interest method.

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

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

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

13 PROVISIONS FOR EMPLOYEE ENTITLEMENTS

2020 2019

$000 $000

Balance at 1 October 436 417

Additional provision made 27 59

Amount utilised (16) (40)

Balance at 30 September - Non-current 447 436

ACCOUNTING POLICIES:

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

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

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

74 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

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

Committed FacilitiesUndrawn


FacilitiesCarrying Value

2020 Coupon NZ$000 NZ$000 NZ$000

Bank facilities Floating 180,000 180,000 -

Total non-current 180,000 180,000 -

Committed FacilitiesUndrawn


FacilitiesCarrying Value

2019 Coupon NZ$000 NZ$000 NZ$000

Bank facilities Floating 180,000 180,000 -

Total non-current 180,000 180,000 -

The Group has entered into three facilities with Westpac New Zealand Limited, Industrial and Commercial Bank of China

(New Zealand) Limited (ICBC New Zealand) and Industrial and Commercial Bank of China (Asia) Limited (ICBC Asia)

which provide total available facilities of $180 million, to fund the completion of the 6 wharf expansion project and general

corporate purposes. Of the total facilities, $60 million matures July 2023 and $120 million matures September 2024.

Establishment fees paid on the new facilities have been included as a prepayment within trade and other receivables

until the facilities are drawn down.

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

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

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

the sale of assets and other security interests.

ACCOUNTING POLICIES:

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

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

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

15 TRADE AND OTHER RECEIVABLES

2020 2019

$000 $000

Trade receivables 8,833 8,620

GST receivable 420 -

Prepayments 6,436 4,577

15,689 13,197

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 75

The aging of trade receivables at reporting dates is set out below:
2020 2019

$000 $000

Not past due 7,669 7,378

Past due 0 - 30 days 1,071 1,088

Past due 30 - 60 days 92 111

Past due > 60 days 1 43

8,833 8,620

In light of the COVID-19 impact on credit risks at the reporting date, the Group has recognised an expected credit loss

allowance of $197,000 in respect of its trade receivable balance at 30 September 2020. To measure the expected credit

loss allowance amount, historical loss rates are adjusted to reflect forward-looking information. Trade receivables are

grouped in accordance with their shared credit risk characteristics and global credit rating historical industry information

applied to estimate future default and loss percentage rates. There have been no specific trade receivable balances

written-off during the period.

ACCOUNTING POLICIES:

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

interest rate method, less any lifetime expected credit losses.

16 INTANGIBLE ASSETS

Computer software

2020 2019

$000 $000

Cost

Opening balance at 1 October 6,878 6,606

Additions 731 272

Disposals (153) -

Closing balance at 30 September 7,456 6,878

Accumulated amortisation

Opening balance at 1 October 5,768 5,270

Amortisation for the period 462 498

Disposals (151) -

Closing balance at 30 September 6,079 5,768

Closing net book value at 30 September 1,377 1,110

ACCOUNTING POLICIES:

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

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

3 to 10 years.

76 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

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

Cost or fair value

At 1 October 2019 38,655 88,120 63,615 47,428 28,748 119,645 16,712 18,159 421,082

Additions - 135 6,870 1,038 828 13,794 1,407 28,297 52,369

Disposals - - - - - (1,166) - - (1,166)

At 30 September 2020 38,655 88,255 70,485 48,466 29,576 132,273 18,119 46,456 472,285

Accumulated depreciation and impairment

At 1 October 2019 - 757 24,111 9,885 11,436 51,078 6,630 - 103,897

Depreciation - 348 1,931 627 882 7,464 718 - 11,970

Impairment - 5,782 551 - - - - - 6,333

Disposals - - - - - (1,092) - - (1,092)

At 30 September 2020 - 6,887 26,593 10,512 12,318 57,450 7,348 - 121,108

Closing net book

value 2020 38,655 81,368 43,892 37,954 17,258 74,823 10,771 46,456 351,177

Cost or fair value

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

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

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

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

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

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

Accumulated depreciation and impairment

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

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

Impairment - - - - 190 - - - 190

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

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

Closing net book

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

Plant and Equipment includes right-of-use assets relating to leased plant and equipment (see note 19).

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

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

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

Guidelines published by the NAMS group of IPWEA.

SIGNIFICANT ESTIMATES – VALUATION OF SEA DEFENCES

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

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

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

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

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

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

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 77

The historical cost of the sea defence asset class is $4,696,000 (2019: $4,696,000).
The fair value measurement has been categorised as a Level 3 fair value based on inputs which are not based

on observable market data.

ACCOUNTING POLICIES:

Recognition and measurement of assets

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

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

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

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

was to become a debit this would be charged to the income statement.

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

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

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

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

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

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

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

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

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

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

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

Depreciation

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

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

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

estimated useful lives are:

Years Years

Site Improvements 10-50 Wharves and Jetties 10-80

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

Floating Plant 30 Sea Defences 100-200

Maintenance Dredging 8

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

of 33,000-36,000 operating hours.

Land and capital dredging are not depreciated as they are considered to have indefinite useful lives.

The residual values and useful economic lives adopted for depreciation purposes are key assumptions in determining

depreciation of sea defences.

Impairment

Assets that have an indefinite useful life are not subject to depreciation and are tested annually for impairment. Assets

that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate

that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the carrying

amount of the asset exceeds the recoverable amount. The recoverable amount is the higher of an asset's fair value less

costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels

for which there are separately identifiable cash flows.

Impairment losses directly reduce the carrying amount of assets and are recognised in the income statement.

18 INVESTMENT PROPERTIES

2020 2019

$000 $000

Balance at 1 October 8,200 7,970

Gain from fair value adjustments 1,000 230

Balance at 30 September 9,200 8,200

Investment properties were externally valued at 30 September 2020 by a registered valuer with relevant experience of the

property type and location.

78 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

The fair value has been determined by the valuer using a market approach based on comparable property sales within
the area. The fair value measurement has been categorised as a Level 2 fair value based on inputs which are observable

but not quoted prices.

19 LEASES

AS LESSEE

2020 2019

$000 $000

Right-of-use assets – plant and equipment

Balance at 1 October 910 1,123

Depreciation (213) (213)

Balance at 30 September 697 910

Lease liabilities

Balance at 1 October 934 1,123

Interest expense 50 61

Lease payments - cash (250) (250)

Balance at 30 September 734 934

Lease liabilities

Current 213 200

Non-current 521 734

734 934

The Group leases plant and equipment for port operations typically for fixed periods of 5 to 7 years. Lease terms

are negotiated on an individual basis and contain a wide range of different terms and conditions.

ACCOUNTING POLICIES:

The Group recognises a right-of-use asset and a lease liability at the commencement date of a lease except for short-

term operating leases, where the lease term is less than 12 months, or related to low value assets, which are expensed

on a straight-line basis over the term of the lease.

On initial recognition lease liabilities are recognised at the net present value of the lease payments discounted using

the interest rate implicit in the lease. Lease liabilities are subsequently measured at amortised cost.

Right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability. Right-of-use

assets are included within property, plant and equipment in the statement of financial position and are subsequently

measured on the same basis.

AS LESSOR

The Group leases land and buildings to port users for terms of 1-30 years. The Group manages the risk associated with leased

land and buildings by having formal contracts which include obligations on tenants to observe relevant laws, regulations, port

operating requirements, and the right to conduct contaminant testing and require reinstatement to agreed standards.

At balance date the following operating lease payments were receivable by the Group:

2020 2019

$000 $000

Receivable within one year 1,799 1,660

Between one and two years 1,703 1,309

Between two and five years 4,877 3,919

Over five years 8,219 8,806

16,598 15,694

ACCOUNTING POLICIES:

Lease income from operating leases is recognised as income on a straight-line basis over the term of the lease.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 79

20 SHARE-BASED PAYMENTS
FAIR SHARE PLAN

At the time of the initial public offering employees of the Group were offered an interest-free limited recourse loan to

purchase up to $5,000 worth of ordinary shares at the price that the shares initially listed on the NZX. The shares are

held in Trust on behalf of the employees until the employee's loans are settled in full. The employee loans are repayable

on the earlier of the 10th anniversary of Napier Port Holdings Limited listing on the NZX, the date an employee ceases

employment with the Group, or when an employee voluntarily repays their loan balance. Any dividends paid by the Group

while the employee loans are outstanding are credited against the employees' loan balance. If at the time employees are

required to repay their loans the shares are worth less than the loan, the employees are not required to repay the loan

balance but they will forfeit their shares.

As the conditions of the Fair Share plan give the employee the right, but not necessarily the obligation, to subscribe

to shares the arrangement is considered for accounting purposes, an in-substance share option plan, and is accounted

for under NZ IFRS 2 Share-Based Payments. Because the employees can leave at any time and repay their loans, or early

repay their loans at any time, and take legal ownership of their shares, there is no vesting period and the full amount of the

fair value of the award has been recognised at the grant date and there will be no further adjustment.

The fair value of the options at the grant date was determined using the Black Scholes option pricing model, taking into

account the terms and conditions under which the options were granted. The following tables lists the inputs used at the

time the options were granted.

Black Scholes Option Pricing Model 2019

Exercise price $2.60

Dividend yield 2.32%

Expected volatility 18.7%

Risk free interest rate 0.86% - 1.92%

Expected life of the options 9.1 years

During the year ended 30 September 2019, 472,288 shares were granted under the Fair Share plan with

an option fair value of $0.68 per share. During the year ended 30 September 2020, no expense has been recognised

in the Consolidated Income Statement in respect of the Fair Share plan (2019: $321,000).

EXECUTIVE LONG-TERM INCENTIVE (LTI) PLAN

In August 2019, the Group introduced an equity-settled Executive Long-Term Incentive (LTI) plan. Under this LTI plan,

share rights are issued to participating executives and these have a three year vesting period. The vesting of share rights

entitle the executive to the receipt of one Napier Port Holdings Limited ordinary share per share right at nil cost, plus

additional shares to the value of any dividends which would have been paid on the underlying shares during the vesting

period. Vesting is subject to the executive remaining employed by the Group during the vesting period, the achievement

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

hurdles over the vesting period.

The proportion of share rights that vests depends on the Group's TSR performance ranking relative to the NZX50 index.

To the extent that performance hurdles are not met or executives leave employment of the Group prior to vesting, the share

rights are forfeited.

Number of Share Rights Issued:

Balance at Granted Lapsed Balance at

30 September during during the 30 September

Grant Date Vesting Date 2019 the year year 2020

19-Aug-19 19-Aug-22 162,689 - (23,076) 139,613

Total LTI Plan 162,689 - (23,076) 139,613

Share rights are valued as zero cost in-substance options at the date at which they are granted, using the Monte Carlo

Option Pricing model. The following table lists the key inputs into the valuation:

Monte Carlo Option Pricing Model 2019

Grant Date 19-Aug-19

Vesting Date 19-Aug-22

Grant Date Share Price $2.60

Risk Free Interest rate 0.94%

Expected Dividends $0.26

Valuation per Share Right $1.26

80 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

The weighted average remaining contractual life of the options at 30 September 2020 is 1.83 years.
During the year ended 30 September 2020, an expense of $56,000 (2019: $12,000) has been recognised in respect

of the LTI plan in the Consolidated Income Statement.

ACCOUNTING POLICIES:

The cost of share-based payment transactions are spread over the period in which the employees provide services

and become entitled to the awards.

The cost of the equity-settled share-based transactions are measured by reference to the fair value of the equity

instruments at the date at which they are granted. The cost of equity settled transactions is recognised in the income

statement, together with a corresponding increase in the share-based payment reserve in equity.

21 RELATED PARTY TRANSACTIONS

2020 2019

Transactions with owners $000 $000

Related Party Nature of Transactions Value of Transactions

Hawke’s Bay Regional Council Rates, levies and consents 70 158

Council services - 3

Subvention payment 7 32

Cost recoveries (18) -

Consultancy contribution - 214

Lease Income (25) (12)

Hawke’s Bay Regional Investment Company Return of capital pre IPO (including dividends) - 117,857

Return of capital post IPO 348 -

Dividends post IPO 2,750 -

Subvention payment 217 5,708

Council services - 207

Cost recoveries (38) -

Transaction costs reimbursed - 3,710

Hawke's Bay Regional Investment Company Limited owns 55% of the ordinary shares of Napier Port Holdings Limited.

Hawke's Bay Regional Investment Company Limited is wholly owned by Hawke's Bay Regional Council, which is the

ultimate controlling party of the Group. During the year ended 30 September 2020, Napier Port Holdings Limited paid

cash proceeds for the purchase of PONL shares to HBRIC of $0.3 million (2019: $63.9 million) as a return of capital.

The amounts owing to related parties are paid in accordance with the Group's normal commercial terms of trade.

Certain directors of the Group are also directors of other companies with whom the Group transacts. All such transactions

are on normal commercial terms.

Key management compensation

Compensation of directors and executives, being the key management personnel is as follows:

2020 2019

$000 $000

Short-term employee benefits 3,825 3,233

Termination benefits 58 -

Share-based payments 56 24

3,939 3,257

22 COMMITMENTS & CONTINGENCIES

CAPITAL EXPENDITURE COMMITMENTS

At balance date there were commitments in respect of contracts for capital expenditure totalling $118,681,000

(2019: $6,335,000).

CONTINGENT LIABILITIES

There were no material contingent liabilities at balance date (2019: $Nil).

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 81

FINANCIAL GUARANTEES
The Group has financial performance guarantees in place. The maximum callable under the guarantees

at 30 September 2020 is $96,000 (2019: $108,000).

23 FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Group’s activities expose it to a variety of financial risks, including credit risk, liquidity risk, and market risks.

The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks

to minimise potential adverse effects on the Group’s financial performance.

23.1 CREDIT RISK

In the normal course of its business the Group incurs credit risk from accounts receivable, bank balances and derivative

financial assets. There is no significant concentration of credit risk and the Group has a policy of assessing the credit risk

of significant new customers and monitors the credit quality of existing customers. Counterparties to cash and derivative

financial assets are major banks, approved by the Directors. The Group's maximum credit risk exposure are as disclosed

in the statement of financial position and collateral or other security is not held.

23.2 LIQUIDITY RISK

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they fall due.

The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient cash

and borrowing facilities available to meet its liabilities when due, under both normal and adverse conditions. The Group's

cash flow requirements and the utilisation of borrowing facilities are continuously monitored.

The following table sets out the contractual cash flows for all financial liabilities:

Contractual maturity analysis

Carrying Cash Less 1 - 2 2 - 5 More

Amount flows to than Years Years than

Maturity 1 Year 5 Years

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

2020

Trade payables 10,615 10,615 10,615 - - -

Lease liabilities 734 815 251 225 339 -

Fuel commodity swap 111 994 994 - - -

11,460 12,424 11,860 225 339 -

2019

Trade payables 4,738 4,738 4,738 - - -

Lease liabilities 934 1,225 288 288 649 -

Forward exchange contracts (200) 4,598 4,598 - - -

5,472 10,561 9,624 288 649 -

2020 2019

$000 $000

At balance date the Group had bank facilities of:

Overdraft 1,000 1,000

Credit facilities 180,000 180,000

Total 181,000 181,000

At balance date the utilisation of bank facilities was:

Overdraft - -

Credit facilities - -

Total - -

82 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

23.3 MARKET RISK
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and fuel prices,

will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management

is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

ACCOUNTING POLICIES:

DERIVATIVE FINANCIAL INSTRUMENTS

Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between

the hedging instrument and the hedged item.

(i) Classification of derivatives

Derivatives are only used for economic hedging purposes and not as speculative investments.

(ii) Hedge ineffectiveness

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

effectiveness assessments to ensure that an economic relationship exists between the hedged item

and hedging instrument.

Forward contracts/foreign currency cash balances

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

hedging instrument match the terms of the hedged item. The Group therefore performs a qualitative assessment

of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer

match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method

to assess effectiveness.

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

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

Interest rate swaps

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

reset dates, payment dates, maturities and notional amount. The Group does not hedge 100% of its loans, therefore

the hedged item is identified as a proportion of the outstanding loans up to the notional amount of the swaps.

As all critical terms are matched, the economic relationship are considered to be 100% effective.

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

purchases. It may occur due to:

• the credit/debit value adjustment on the interest rate swaps which is not matched by the loan, and

• differences in critical terms between the interest rate swaps and loans.

Commodity swaps

For hedges of diesel fuel commodity purchases, the Group enters into derivative hedge relationships where the critical

terms of the hedging instrument match the terms of the hedged item. The price of diesel fuel purchases includes a

variable SingGasOil component, despite SingGasOil not being specified in any contractual agreement. Based on the

evaluation of the market structure and refining process, this market price risk component is separately identifiable and

reliably measurable. Fuel commodity hedging instruments are designated as a hedge of the market price risk in the

SingGasOil component of highly probable diesel purchases. There is 1:1 hedging rate of the hedging instrument to the

SingGas Oil component identified as the hedged item. The Group does not hedge 100% of its diesel fuel commodity

purchases, therefore the hedged item is identified as a proportion of diesel fuel commodity purchases up to the

notional amount of the swaps. In addition, the diesel fuel commodity hedging instrument is in NZD and therefore

also hedges foreign exchange rate risk in relation to these purchases.

In hedges of commodity purchases, ineffectiveness may arise if the timing of the commodity purchases differs from

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

(iii) Measurement of derivatives

Forward exchange contracts and options, interest rate swaps and commodity swaps are initially recognised

at fair value on the date on which a derivative contract is entered into and are subsequently remeasured to fair value

at balance date. The fair value of interest rate swaps is determined by reference to market values for similar instruments.

The fair value of forward exchange contracts and options is determined by reference to current forward exchange rates

for forward contracts with similar maturity profiles.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 83

(i) Interest rate risk
The Group utilises interest rate caps and swaps to manage interest rate exposures for future periods. The Group’s main

interest rate risk arises from loans and borrowings with variable rates, which expose the Group to cash flow interest rate

risk. Generally, the Group enters into long-term borrowings at floating rates and swaps them into fixed rates. The Group’s

treasury policy defines the use of approved hedging instruments to manage interest rate exposures within minimum

and maximum bands of fixed interest rate cover.

There were no interest rate swap agreements in place at 30 September 2020 and 30 September 2019.

Sensitivity:

At the reporting date, if bank interest rates had been 100 basis points higher/lower with all other variables held constant,

it would increase/(decrease) profit or loss and other comprehensive income by the amounts shown below.

Profit or Loss Other Comprehensive Income

100bp 100bp 100bp 100bp

Increase Decrease Increase Decrease

$000 $000 $000 $000

Cash and cash equivalents 79 (79) - -

30 September 2020 79 (79) - -

Cash and cash equivalents 312 (312) - -

30 September 2019 312 (312) - -

(ii) Foreign exchange rate risk

The Group undertakes transactions denominated in foreign currencies from time to time and exposure in foreign

currencies arises from these activities. The Group’s exposure to foreign currency risk at the end of the reporting period,

expressed in New Zealand Dollars and the contracted terms were as follows:

NZD Currency

Amount Amount

Foreign exchange contracts $000 $000

2020

EUR cash balances 3,088 1,750

2019

EUR forward exchange contract 4,598 2,755

Instruments used by the Group:

Foreign exchange risk arises from commercial transactions and recognised assets and liabilities denominated in a currency

that is not the New Zealand Dollar. The risk is measured through a forecast of highly probable foreign currency expenditures

and hedged with the objective of minimising the volatility of the New Zealand Dollar cost of foreign currency purchases.

It is the Group's policy to hedge foreign currency risks above a certain value threshold as they arise and use forward

foreign exchange contracts or foreign currency cash purchases to manage these exposures.

2020 2019

Foreign currency forwards $000 $000

Carrying amount (asset) - 200

Notional amount - 2,755

Maturity date - Oct - Nov 19

Hedge ratio - 1:1

Change in value of hedged item used to determine hedge effectiveness - (200)

Weighted average hedged rate for the year (including forward points) - EUR 0.59:NZD 1

Sensitivity:

At the reporting date, a 10% strengthening or weakening of the New Zealand dollar against the relevant foreign currencies

with all other variables held constant, would increase/(decrease) profit or loss and other comprehensive income by the

amounts shown below.

Profit or Loss Other Comprehensive Income

10% NZD 10% NZD 10% NZD 10% NZD

Increase Decrease Increase Decrease

$000 $000 $000 $000

30 September 2020 - - (281) 343

30 September 2019 - - (436) 533

84 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

(iii) Commodity price risk
The Group utilises commodity swap agreements to reduce the impact of price changes on fuel costs used in operations.

2020 2019

Fuel commodity swaps $000 $000

Carrying amount asset/(liability) (111) -

Notional amount (litres) 2,000,000 -

Maturity date Oct 20 - Sept 21 -

Hedge ratio 1:1 -

Change in value of hedged item used to determine hedge effectiveness 111 -

Weighted average hedged rate for the year (NZD/litre) $0.50 -

23.4 FAIR VALUES

Financial assets and liabilities

2020 2019

$000 $000

Financial assets at amortised cost

Cash and cash equivalents 4,848 31,224

Trade receivables 8,833 8,620

13,681 39,844

Financial assets at fair value

Cash and cash equivalents (EUR) 3,088 -

Forward foreign exchange contracts - 200

3,088 200

Total financial assets 16,769 40,044

Financial liabilities at amortised cost

Trade payables 10,615 4,738

Lease liabilities 734 934

11,349 5,672

Financial liabilities at fair value

Fuel commodity swaps 111 -

111 -

Total financial liabilities 11,460 5,672

The carrying value of all financial assets and liabilities approximates their fair value.

Fair value hierarchy – estimation of the fair value of financial instruments

The fair value of financial instruments is determined on a hierarchical basis that reflects the significance of the inputs

used in making the measurements. The fair value hierarchy is:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or liabilities.

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability

that are not based on observable market data (unobservable inputs).

All financial instruments recognised on the Group's statement of financial position at fair value sit within Level 2.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 85

23.5 CAPITAL MANAGEMENT
The Board's policy is to maintain a strong capital base, which the Group defines as total shareholders' equity,

so as to maintain shareholder and banker confidence and to sustain the future development of the Group. The Group

has established policies in capital management, including specific requirements relating to minimum interest cover,

minimum debt to debt plus equity, and minimum total committed funding to maximum debt over the next 12 months.

24 ALTERNATIVE NON-NZ GAAP PERFORMANCE MEASURE

The result from operating activities reported on the face of the consolidated income statement is a non-NZ GAAP measure

that is not required by nor defined by relevant reporting standards. The Group considers this metric useful as it provides

the result from core operating activities for comparison from period to period.

The result from operating activities is intended to be calculated as operating income less operating expenses. The measure

excludes income and expenses related to the depreciation, amortisation, impairment and retirement of operating and other

assets, income and expenses arising from fair value changes, non-recurring and abnormal, and joint-venture and other

investment activity.

The result from operating activities measure includes certain non-cash income and expenses related to core operating

activities such as accrued income and expenses and share based payments.

25 COMPARISON TO PROSPECTIVE FINANCIAL STATEMENTS

25.1 PROSPECTIVE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

2020 2020

NZ$000 Actual Forecast

Revenue from Port Operations 98,166 100,425

Property Operations 2,261 2,108

Revenue 100,427 102,533

Employee benefit expenses 31,373 31,708

Maintenance expenses 8,652 9,082

Other operating expenses 19,236 20,863

Operating expenses 59,261 61,653

Results from operating activities 41,166 40,880

Depreciation, amortisation and impairment expenses 12,983 12,947

Other (income) and expenses (704) 120

IPO transaction and related costs (285) -

Profit before finance costs and tax 29,172 27,813

Finance income (217) (111)

Finance expenses 68 50

Net finance costs (149) (61)

Profit before income tax 29,321 27,874

Income tax expense 7,309 7,901

Profit for the period attributable to the shareholders of the Company 22,012 19,973

Other comprehensive income

Items that will be reclassified to profit or loss:

Changes in fair value of cash flow hedges (110) -

Deferred tax on changes in fair value of cash flow hedges 31 -

Items that will not be reclassified to profit or loss:

Cash flow hedges transferred to property, plant and equipment (200) -

Deferred tax on changes in fair value of cash flow hedges 56 -

Impairment of sea defences (5,782) -

Deferred tax on impairment of sea defences 703 -

Total comprehensive income 16,710 19,973

86 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

Commentary:
Revenue for the year ended 30 September 2020 is $2.1 million lower than forecast principally due to the impact

of COVID-19 on trade volumes. Total container TEU volumes of 268,000 and bulk cargo total volume

of 3,121,000 tonnes were lower than forecast for the year by 1% and 6% respectively.

Total operating expenses were $2.4 million lower due to lower trading volumes and cost saving and deferral measures

implemented in response to the impact of COVID-19. Other income and expenses is $0.8 million higher than forecast

due to the fair value gain recognised on investment property ($1.0 million) offset by the creation of an expected

credit loss allowance on trade receivables ($0.2 million). IPO transaction and related costs are a credit of $0.3 million

due to the release of prior year accruals.

Income tax expense is $0.6 million lower than forecast due to the deferred tax benefit from the reinstatement

of depreciation on buildings ($0.65 million).Other comprehensive income includes the impairment of sea defence

assets that are being removed during the construction of 6 Wharf.

25.2 PROSPECTIVE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

NZ$000

Forecast

Share Capital Revaluation ReservesHedging ReserveReorganisation ReserveShare Based Payment ReserveRetained EarningsTotal Equity


Balance at 1 October 2019 479,754 75,451 - (221,362) 448 997 335,288

Profit for the period attributable

to the shareholder of the Company - - - - - 19,973 19,973

Changes in fair value of cash flow

hedges, net of deferred tax - - - - - - -

Deferred tax on sea defences - - - - - - -

Total comprehensive income - - - - - 19,973 19,973

Costs capitalised to equity (1,096) - - - - - (1,096)

Share based payments (316) - - - 56 - (260)

Dividends - - - - - (10,960) (10,960)

Total transactions with the owner

in their capacity as owner (1,411) - - - 56 (10,960) (12,315)

Total movement in equity (1,411) - - - 56 9,013 7,657

Balance at 30 September 2020 478,343 75,451 - (221,362) 504 10,010 342,945

NZ$000

Actual

Balance at 1 October 2019 246,404 75,451 144 - 333 13,149 335,481

Profit for the period attributable

to the shareholders of the Company - - - - - 22,012 22,012

Other comprehensive income - (5,079) (223) - - - (5,302)

Total comprehensive income - (5,079) (223) - - 22,012 16,710

Business reorganisation - - - - - (348) (348)

Costs capitalised to equity (720) - - - - - (720)

Fair share loans to employees 55 - - - - - 55

Share based payments - - - - 56 - 56

Transfer from revaluation reserve - (64) - - - 64 -

Pre IPO dividends 11 - - - - (5,000) (4,989)

Total transactions with the owner

in their capacity as owner (654) (64) - - 56 (5,284) (5,946)

Total movement in equity (654) (5,143) (223) - 56 16,728 10,764

Balance at 30 September 2020 245,750 70,308 (79) - 389 29,877 346,245

Commentary:

Overall total equity is $3.3 million higher than forecast due to higher net profit for the period, less dividends being paid,

lower transaction costs included within equity, offset by the impairment of sea defence assets.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 87

25.3 PROSPECTIVE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
2020 2020

NZ$000 Actual Forecast

EQUITY

Share Capital 245,750 478,343

Reserves 70,618 (145,408)

Retained Earnings 29,877 10,010

Total equity 346,245 342,945

NON-CURRENT LIABILITIES

Loans and borrowings - 32,378

Deferred tax liability 16,681 18,780

Lease liability 521 521

Derivative financial instruments 111 -

Provisions for employee entitlements 447 474

Total non-current liabilities 17,760 52,154

CURRENT LIABILITIES

Taxation payable 4,161 400

Lease liability 213 213

Trade and other payables 17,000 13,762

Total current liabilities 21,374 14,374

TOTAL LIABILITIES AND EQUITY 385,379 409,473

NON-CURRENT ASSETS

Property, plant and equipment 351,177 385,484

Intangible assets 1,377 1,819

Investment properties 9,200 7,970

Total non-current assets 361,754 395,273

CURRENT ASSETS

Cash and cash equivalents 7,936 -

Trade and other receivables 15,689 14,200

Total current assets 23,625 14,200

TOTAL ASSETS 385,379 409,473

Commentary:

Property, plant and equipment is $34.3 million lower than forecast due to differences in the timing of capital expenditure,

taxation payable is $3.8 million higher due to the timing of tax payments and trade and other payables are $3.2 million

higher due to higher capital creditors at 30 September 2020. The combination of these result in less cash being expended

and a higher cash and cash equivalents balance of $7.9 million and lower loans and borrowings of $32.4 million balance

than forecast.

88 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

25.4 PROSPECTIVE CONSOLIDATED STATEMENT OF CASH FLOWS
2020 2020

NZ$000 Actual Forecast

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers 99,051 102,948

Cash was applied to:

Payments to suppliers & employees (61,336) (61,113)

Offer Costs (478) -

Interest received/(paid) 149 (1,452)

Taxes paid (8,059) (10,437)

Net cash flows from operating activities 29,327 29,946

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Sale of assets 56 -

Cash was applied to:

Investment in joint venture (80) (120)

Acquisition of other assets (45,988) (69,701)

Net cash flows used in investing activities (46,012) (69,821)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Net proceeds from loans and borrowings - 58,628

Repayment of fair share loans by employees 67 -

Cash was applied to:

Net repayment of loans and borrowings - (26,450)

Employee share ownership (ESOP) plans - (316)

Pre IPO dividends paid - -

Post IPO dividends paid (5,000) (10,960)

Borrowing establishment costs - -

IPO proceeds transferred to HBRIC as part consideration for shares of PONL (348) -

Share issue costs (1,122) (1,096)

Repayment of lease liabilities (200) -

Net cash flows (used in)/from financing activities (6,603) 19,806

Net decrease in cash balances (23,288) (20,069)

Cash and cash equivalents at beginning of year 31,224 20,069

Cash and cash equivalents at end of year 7,936 -

Commentary:

Cash inflows from operating activities are $0.6 million lower than forecast. This is due to lower receipts from customers,

higher offer costs, offset by lower tax and interest payments.

Cash outflows used in investing activities are $23.8 million lower than forecast due to the timing of capital expenditure

compared to the forecast assumptions.

Cash inflows from financing activities are $26.4 million lower than forecast due to no net borrowings offset by lower

dividend payments.

27 EVENTS SUBSEQUENT TO BALANCE DATE

Subsequent to the balance sheet date, a fully imputed dividend of $10 million (5 cents per share) was approved

by the Board of Directors.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 89

NAPIER PORT HOLDINGS LIMITED
TRADE AND FINANCIAL

FIVE YEAR SUMMARY

2020 2019 2018 2017 2016

Total Cargo (million tonnes) 5.05 5.46 5.09 4.75 3.92

Container Volumes (TEU) 268,266 271,221 266,006 288,444 257,380

Bulk Cargo (million tonnes) 3.12 3.40 3.07 2.51 2.03

Revenue ($m) 100.4 99.6 91.7 86.7 72.7

Result from Operating Activities* ($m) 41.2 42.0 38.9 37.4 30.4

Net Profit After Tax ($m) 22.0 6.8 17.6 16.7 11.5

Dividends ($m) 5.0 54.0 10.0 10.7 7.9

Capital Investment ($m) 46.1 17.6 15.7 18.7 10.3

Net Debt ($m) - - 80.6 83.3 79.2

Equity Ratio 90% 91% 64% 63% 63%

Debt Coverage Ratio - - 2.1 2.2 2.6

Interest Coverage Ratio n/a 11.6 8.9 9.0 6.8

Return on Operating Assets %** 13.6% 13.3% 12.6% 12.5% 10.5%

Return on Shareholders' Funds %*** 6.5% 2.5% 8.4% 8.5% 6.1%

Note: prior to 2019, data relates to Port of Napier Limited only

* Profit from operating activities before interest, tax, depreciation, amortisation and impairments.

other income & expenses, joint venture results, and IPO transaction costs.

** Result from operating activities divided by average non-current assets used in operations (excluding work in progress)

*** Net profit after tax divided by average shareholders' funds.

90 / NAPIER PORT – TE HERENGA WAKA O AHURIRI


A member firm of Ernst & Young Global Limited


Independent auditor’s report

To the Shareholders of Napier Port Holdings Limited


The Auditor-General is the auditor of Napier Port Holdings Limited and its subsidiaries (the Group).

The Auditor-General has appointed me, Simon Brotherton, using the staff and resources of Ernst &

Young, to carry out the audit of the consolidated financial statements of the Group on his behalf.

Opinion

We have audited the consolidated financial statements of the Group on pages 61 to 89, that comprise

the consolidated statement of financial position as at 30 September 2020, the consolidated income

statement, consolidated statement of comprehensive income, consolidated statement of changes in

equity and consolidated statement of cash flows for the year then ended, and the notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the

consolidated financial position of the Group as at 30 September 2020, and its consolidated financial

performance and its consolidated cash flows for the year then ended in accordance with International

Financial Reporting Standards and New Zealand Equivalents to International Financial Reporting

Standards.

Basis for our opinion

We conducted our audit in accordance with the Auditor-General’s Auditing Standards, which

incorporate the Professional and Ethical Standards and the International Standards on Auditing (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities

under those standards are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report. We are independent of the Group in

accordance with the Auditor-General’s Auditing Standards, which incorporate Professional and Ethical

Standard 1: International Code of Ethics for Assurance Practitioners issued by the New Zealand

Auditing and Assurance Standards Board, and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

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

for our opinion.

In addition to the audit we have provided interim reviews, quality assurance over risk assessment

processes and a limited assurance engagement to the Group, which are compatible with those

independence requirements. Other than the audit and these engagements, we have no relationship

with or interests in the Group.

Key audit matters

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

our audit of the consolidated financial statements of the current period. These matters were

addressed in the context of our audit of the consolidated financial statements as a whole and in

forming our opinion thereon, but we do not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed the matter is provided in that context.


We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly,

our audit included the performance of procedures designed to respond to our assessment of the risks

of material misstatement of the consolidated financial statements. The results of our audit

procedures, including the procedures performed to address the matters below, provide the basis for

our audit opinion on the accompanying consolidated financial statements.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 91


A member firm of Ernst & Young Global Limited


Port Operations Revenue Recognition

Why significant How our audit addressed the key audit matter

The Group generates 98% of its revenue from port

operations.

Revenue is a key determinant of the Group’s operating

result, which has increased significance given the

required reporting of the Group’s results against its

forecasts included in the prospective financial

information prepared as part of the initial public

offering (“IPO forecast”).

In the year to 30 September 2020 port operations

revenue was 2% below IPO forecast, principally due to

the impact of the COVID-19 pandemic on trade volumes.

Disclosures regarding revenue are included in Note 4

and regarding the impact of COVID-19 on the Group’s

revenue are included in Note 25 to the financial

statements.

Our audit procedures included:

• assessed the Group’s revenue recognition accounting

policies and procedures against the requirements of

NZ IFRS 15 Revenue from Contracts with Customers;

• analysed the correlation between the Group’s recorded

revenue and movements in accounts receivable and

cash using data analysis techniques;

• selected a sample of revenue transactions recorded

around period end and assessed whether they had

been recorded in the correct period;

• assessed the adequacy of the Group’s disclosures in

relation to revenue and the impact of the COVID-19

pandemic on revenue.


Property, Plant and Equipment

Why significant How our audit addressed the key audit matter

As an infrastructure business, the Group’s property,

plant and equipment is critical to its operations. The

Group has commenced a major construction project,

being the development of 6 wharf. Total capital

expenditure during the year was $52.4 million with

$34.1 million of this related to 6 wharf. Disclosures

regarding property, plant and equipment are included in

Note 17 to the financial statements.





Our audit procedures included:

• tested a sample of costs capitalised in the year

to supporting evidence and assessed their

eligibility for capitalisation against the criteria

contained in NZ IAS 16 Property, Plant and

Equipment;

• discussed the status of, and plans for, the 6

wharf development with the project manager to

understand progress made in the year, any

COVID-19 related delays and the impact of the

project on assets which will be replaced by the

new wharf and related sea defence assets;

• assessed the accounting treatment adopted in

relation to existing assets which are being or will

be replaced in the 6 wharf development;

• assessed the Group’s consideration of

impairment of property, plant and equipment;

and

• considered the adequacy of the Group’s

disclosures relating to property, plant and

equipment in accordance with NZ IAS 16

Property, Plant and Equipment.



92 / NAPIER PORT – TE HERENGA WAKA O AHURIRI


A member firm of Ernst & Young Global Limited


Other information

The Directors are responsible on behalf of the Group for the other information. The other information

comprises the information in the Annual Report other than the consolidated financial statements and

our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of audit opinion or assurance conclusion thereon.

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

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

with the consolidated financial statements or our knowledge obtained in the audit or otherwise

appears to be materially misstated. If, based on the work we have performed, we conclude that there

is a material misstatement of this other information, we are required to report that fact. We have

nothing to report in this regard.

Directors’ responsibilities for the consolidated financial statements

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

consolidated financial statements in accordance with International Financial Reporting Standards and

New Zealand Equivalents to International Financial Reporting Standards, and for such internal control

as the Directors determine is necessary to enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the

Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the Directors

either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do

so. The Directors’ responsibilities arise from the Financial Markets Conduct Act 2013.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with the Auditor-General’s Auditing Standards will always detect a material misstatement

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

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

shareholders taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Auditor-General’s Auditing Standards, we exercise

professional judgement and maintain professional scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks,

and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 93


A member firm of Ernst & Young Global Limited


 Conclude on the appropriateness of the use of the going concern basis of accounting by the

directors and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Group’s ability to continue

as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the consolidated financial

statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Group to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the consolidated financial

statements, including the disclosures, and whether the consolidated financial statements

represent the underlying transactions and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision and performance of the group

audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated with the Directors, we determine those matters that were of most

significance in the audit of the consolidated financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse consequences

of doing so would reasonably be expected to outweigh the public interest benefits of such

communication.

Our responsibilities arise from the Public Audit Act 2001.





Simon Brotherton

Ernst & Young

On behalf of the Auditor-General

Auckland, New Zealand

17 November 2020


94 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

DIRECTORY
DIRECTORS

Alasdair MacLeod (Chairman)

Stephen Moir

Diana Puketapu

John Harvey

Vincent Tremaine

Rick Barker

Blair O’Keeffe

SENIOR MANAGEMENT TEAM

Todd Dawson – Chief Executive

Kristen Lie – Chief Financial Officer

David Kriel – General Manager Commercial

Viv Bull – General Manager Culture and Community

Adam Harvey – General Manager Marine and Cargo

Andrea Manley – General Manager Strategy and Innovation

Kia Zia – General Manager Container Operations

Michel de Vos – General Manager Infrastructure Services

REGISTERED OFFICE

Breakwater Road

PO Box 947

Napier 4140

New Zealand

Phone: +64 6 833 4400

Fax: +64 6 033 4408

Email: info@napierport.co.nz

Facebook: Napier Port

LinkedIn: Napier Port

Twitter: @napierport

Website: napierport.co.nz

BANKERS

Westpac New Zealand Limited

16 Takutai Square

Auckland 1010

New Zealand

Industrial and Commercial Bank

of China (New Zealand) Limited

Level 11

188 Quay Street

Auckland Central 1010

New Zealand

Industrial and Commercial Bank

of China (Asia) Limited

26/F ICBC Tower

Garden Road

Central Hong Kong

SOLICITORS

Bell Gully

171 Featherston Street

Wellington

New Zealand

AUDITORS

Ernst & Young

PO Box 490

Wellington 6140

On behalf of the Auditor-General

SHARE REGISTRY

For enquiries about share transactions, dividend payments,

or to change your address, please get in touch with:

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

Phone: +64 9 375 5998

Fax: +64 9 375 5990

Email: napierport@linkmarketservices.co.nz

Copies of the annual report are available at napierport.co.nz.

FINANCIAL CALENDAR

18 December 2020 Final dividend payment

18 December 2020 Annual meeting

31 March 2021 Half-year balance date

May 2021 Interim results announced

June 2021* Interim dividend payment

30 September 2021 Financial year end

November 2021 Annual results announcement

* Subject to board approval

ANNUAL REPORT 2020 – TE PŪRONGO Ā-TAU 2020 / 95

96 / NAPIER PORT – TE HERENGA WAKA O AHURIRI

napierport.co.nz Napier Port Napier Port

---

ANNUAL RESULTS 2020
STANDING STRONG

FOR OUR REGION

2
IMPORTANT NOTICE AND DISCLAIMER

This presentation has been prepared by Napier Port Holdings Limited (together with Port of Napier Limited, "Napier

Port"). This presentation is being provided to you on the basis that you are, and you represent and warrant that you are,

a person to whom the provision of the information in this presentation is permitted by the applicable laws and regulations

of the jurisdiction in which you are situated without the need for registration, lodgement or approval of a formal disclosure

document or any other filing or formality in accordance with the laws of that foreign jurisdiction.

Information only; No reliance: This presentation is for information purposes only and you should not rely on this

presentation. This presentation does not purport to contain all of the information that you may require or be complete.

The historical information in this presentation is, or is based upon, information that has been released to NZX Limited

("NZX"). This presentation should be read in conjunction with Napier Port's other periodic and continuous disclosure

announcements, which are available at www.nzx.com.

The information in this presentation does not constitute a personal recommendation or service or take into account the

particular needs of any recipient. The information in this presentation should be considered in the context of the

circumstances prevailing at the date and time of the presentation and is subject to change without notice. No person is

under any obligation to update this presentation nor to provide you with further information about Napier Port. This

presentation does not constitute or form part of an offer to sell, or a solicitation of an offer to buy, any shares, securities

or financial products in any jurisdiction. This presentation has not been and will not be filed with or approved by any

regulatory authority in New Zealand or any other jurisdiction.

Investment risk: An investment in securities in Napier Port is subject to investment and other known and unknown risks,

some of which are beyond the control of Napier Port. Napier Port does not guarantee any particular rate of return or the

performance of Napier Port.

No liability: Napier Port, its shareholders, their respective advisers and affiliates, and each of their respective directors,

shareholders, partners, officers, employees and representatives accept no responsibility or liability for, and make no

representation, warranty or undertaking, express or implied, as to, the fairness, accuracy, reliability or completeness of,

and to the maximum extent permitted by law hereby disclaim and shall have no liability whatsoever (including, without

limitation, arising from fault or negligence or otherwise) for any loss or liability arising from, this presentation or any

information contained, referred to or reflected in it or supplied or communicated orally or in writing to you or any other

person. The information in this presentation has not been independently verified or audited.

Financial data: All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated. Any financial

information provided in this presentation is for illustrative purposes only and is not represented as being indicative of

Napier Port's views on its future financial condition and/or performance.

Investors should be aware that certain financial data included in this presentation are 'non-GAAP financial measures'.

Investors are cautioned not to place undue reliance on any non-GAAP financial measures included in this presentation,

they do not have a standardised meaning prescribed by New Zealand Generally Accepted Accounting Standards and,

therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed

as an alternative to other financial measures determined in accordance with New Zealand Generally Accepted

Accounting Standards.

Past performance: Any past performance information given in this presentation is given for illustrative purposes only

and should not be relied upon as (and is not), a promise, representation, warranty or guarantee as to the past, present

or the future performance of Napier Port.

Future performance: This presentation contains "forward-looking statements", which include all statements other than

statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the

words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar

expressions or the negative thereof. Indications of, and guidance or outlook on, future earnings or financial position or

performance are also forward-looking statements. Such forward-looking statements involve known and unknown risks,

uncertainties and other important factors beyond the control of Napier Port that could cause the actual results,

performance or achievements of Napier Port to be materially different from future results, performance or achievements

expressed or implied by such forward-looking statements. No assurances can be given that the forward-looking

statements referred to in this presentation will be realised. Given these uncertainties, you are cautioned not to rely on

such forward-looking statements.

Confidentiality and copyright: This presentation is strictly confidential and is intended for the exclusive benefit of the

person to which it is presented. This presentation should not be copied, reproduced or redistributed without the prior

written consent of Napier Port. Distribution of this presentation may be restricted or prohibited by law. The copyright of

this presentation and the information contained in it is vested in Napier Port.

Acceptance: For purposes of this Notice, "presentation" shall mean the slides, the oral presentation of the slides by

Napier Port, any question-and-answer session that follows that oral presentation, hard copies of this document and any

materials distributed at, or in connection with, that presentation. By attending an investor or analyst presentation or

briefing, or accepting, accessing or reviewing this presentation, you acknowledge and agree to the terms set out in this

Notice.

3
PRESENTING TODAY

TODD DAWSON

CHIEF EXECUTIVE

KRISTEN LIE

CHIEF FINANCIAL OFFICER

ALASDAIR MACLEOD

CHAIRMAN

4
WELCOME & INTRODUCTION

2020 a challenging but successful year

A solid financial result, in line with original PDS forecasts

Good progress on strategic initiatives, including 6 Wharf

Continued focus on strategic purpose to build a thriving region by connecting our customers, people and community to the world

Demonstrated resilience operationally, backed up by tight financial controls

Looking forward, uncertainty in trading and economic environment

HIGHLIGHTS

6
HIGHLIGHTS

Good financial result in line with original PDS forecasts, in the face of significant challenges as a result of COVID-19

Added capability and resilience within our team

Significant progress on strategic development initiatives

A resilient local economy and rural sector saw solid primary sector exports and continued investment in Hawke’s Bay

6 Wharf construction underway and on-track

Maintained focus on strategic purpose to build a thriving region by connecting our customers, people and community to the world

Secured contested WPI business for at least another 10 years

7
DRIVING GROWTH AND RESILIENCE

A PLATFORM FOR GROWTH

•6 Wharf -on time and within budget

•Off-port depot capacity –Thames Street second site commissioned

•Kaweka, third tug operational

STRATEGIC PROJECTS

•New technologies driving efficiencies across port

•Outof region cargo growth

•Health and safety development programme

•Sustainability strategy

STRATEGIC PROJECTS UPDATE

8
DRIVING GROWTH AND RESILIENCE

OPPORTUNITIES

•Opportunities in national supply chain:

•As import supply chains continue to be disrupted

by the pandemic and the congestion issues being

felt at New Zealand’s northern most ports

•Lower and central North Island cargo owners seeking long

term viability and service offering

•Strengthening our logistics capability and offering

•Potential capital investment projects in pipeline:

•Whakatūinland port opportunity

EMERGING GROWTH OPPORTUNITIES

9
6 WHARF CONSTRUCTION

STATUS:

•131 of 400 reinforced concrete piles completed

•Dredging -340,000 m

3

of around 1.3 million m

3

has been completed

•Seawall being trimmed and armour laid -883 of 4500 revetment

armour blocks cast, 71 are now in place

•Deck construction expected to commence FY2021 Q2

TIMING & SPEND:

•No material change to completion timing (late 2022)

or cost ($173m -$190m

1

)

•$33m

1

incurred/$26m cash spent in FY2020

on construction phase

•$70m -$90m spend expected for FY2021

Status –as at 10 November 2020

1 -Accruals basis excluding capitalised overheads and finance costs

10
TRADE RESULT DOWN ON COVID-19 DISRUPTIONS

•Forestry products, and logs in particular, categorised ‘non-essential’ during Alert Level 4

•Continued growth in refrigerated containerised cargos

•Apple & pear volume consistent with prior year

•China log export market disruptions in Q2 leading up to the COVID-19 Alert Level 4 lockdown

•Stronger log export volumes in 4th quarter, running into Q1 FY2021

•Overall, resilient international demand for our region’s primary product exports

VolumeFY2020FY2019

Variance

kT/ TEU%

Total cargo (kT)5,0495,459-410-7.5

Containerised cargo (TEU)268,000271,000-3,000-1.1

Bulk cargo (kT)

-Logs exports (kT)

3,121

2,365

3,404

2,581

-283

-216

-8.3

-8.3

TRADE OVERVIEW COMPARED TO 2019

11
UNDERLYING FINANCIAL RESULTS IN LINE WITH PDS FORECASTS

•Despite COVID-19 challenges, underlying financial results in-line with original PDS forecasts across key metrics

•ARPU

2

growth offset the impact of lower cargo volumes on revenue

•Result from operations supported by cost measures adopted in response to COVID-19

Pro forma

3

FY2020

$M

FY2020F

1

$M

Variance

$M%

EBITDA41.040.9+0.1+0.4

Net profit after tax20.420.0+0.4+2.3

Cash flow from operations29.629.9-0.3-1.1

FINANCIAL RESULTS OVERVIEW COMPARED TO PDS FORECAST

1 –FY2020F refers to the FY2020 PDS forecast unless otherwise stated throughout this presentation.

2 -Average Revenue per Unit (Container Services –per TEU, Bulk Cargo -per Tonne)

3 –Refer to appendices for reconciliations of pro forma metrics

12
RESILIENT FINANCIAL RESULT

•Net profit in FY2019 depressed due to IPO and capital restructuring costs

FY2020

$M

FY2019

$M

Variance

$M%

Revenue100.499.6+0.8+0.8

Resultsfrom operations41.242.0-0.8-2.0

Netprofit after tax22.06.8+15.2+221.4

Cashflow from operations29.329.3--

REPORTED FINANCIAL RESULTS OVERVIEW COMPARED TO 2019

FINANCIAL & OPERATING
PERFORMANCE

14
REVENUE GROWTH DESPITE LOWER VOLUMES

•0.8% revenue growth year-on-year (YoY)

•1.9% YoY revenue growth across container services and 14.9% cruise

•Revenue decrease of 3.1% for bulk cargo

•Lower trade volumes offset by higher average revenue per unit

1

across bulk & containers

FY2020 REVENUE

Container

services

$62.3m

Bulk cargo

$31.3m

Cruise

$4.3m

Other

$2.5m

Millions

1 -Average Revenue per Unit (Container Services –per TEU, Bulk Cargo -per Tonne)

15
CONTAINER SERVICES REVENUE UP 1.9%

•Revenue up 1.9% YoY

•Container volume down 3,000 TEU (1.1%)

•Reefer volume growth 1.4% YoY

•Export apples volume consistent with prior year

•Increasedcontainerisation of squash

•Average revenue per TEU increased 3.0% to $232/TEU from $226/TEU

FY2020 TEUs

61.2

62.3

63.1

$223

$225

$227

$229

$231

$233

$235

$-

$10

$20

$30

$40

$50

$60

$70

FY2019FY2020FY2020F

Average revenue per TEU

Revenue (LHS)Average revenue per TEU (RHS)

Reefers

58k

Dry

97k

Empty

102k

Other

11k

Millions

FY2020F refers to the FY2020 PDS forecast unless otherwise stated throughout this presentation.

16
LOWER BULK CARGO REVENUE DRIVEN BY VOLUME DECREASE

•Revenue down 3.1% YoY

•Lower revenue driven by 8.3% volume decrease

•Forestry products deemed ‘not essential’ during Alert Level 4

•Average revenue per tonne increased 5.7% to $10.02/T from $9.48/T

FY2020 REVENUE

Bulk

cargo

31.1%

32.3

31.3

32.1

$9.30

$9.40

$9.50

$9.60

$9.70

$9.80

$9.90

$10.00

$10.10

$10.20

$-

$5

$10

$15

$20

$25

$30

$35

FY2019FY2020FY2020F

Average revenue per tonne

Revenue (LHS)Average revenue per tonne (RHS)

Container

services

62.1%

Cruise

4.3%

Other

2.5%

Millions

17
LOG VOLUMES IMPACTED BY COVID-19

•Logs exports down 8.3% YoY

•COVID-19 impact in Q2 and Q3

•High Chinese log inventories in Q2 compounded by the extended Chinese New Year holiday

•No incoming logs during Alert Level 4 lockdown in Q3

•Volumes have since recovered with good Q4 volume, continuing into Q1 FY2021 (to date)

FY2020 ALL CARGO EXPORTS (WEIGHT)

1.63

2.21

2.58

2.37

2.50

0.0

0.5

1.0

1.5

2.0

2.5

3.0

FY2017FY2018FY2019FY2020FY2020F

Logs

58%

Woodpulp

11%

Timber

6%

Meat

5%

Apples &

pears

7%

Other

13%

Millions (tonnes)

18
RECORD BUT SHORTENED CRUISE SEASON

•Revenue up 14.9% YoY

•Revenue result driven by 6 additional visits YoY and passenger levy implementation

•76 vessel calls -11 fewer visits against forecast –4 due to weather and 7 due to COVID-19

•No cruise revenue expected in FY2021

•Given border restrictions, significant uncertainty remains over the timing and extent of recovery

FY2020 REVENUE

3.7

4.3

4.8

50

60

70

80

90

100

$-

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

$4.5

$5.0

FY2019FY2020FY2020F

Visits

Revenue (LHS)Visits (RHS)

Container

services

62.1%

Bulk cargo

31.1%

Other

2.5%

Cruise

4.3%

Millions

19
COVID-19: RESPONSE PLAN IN THE FACE OF UNCERTAINTY

RESPONSE RECAP

Despite disrupted operations, essential services to the region maintained

Aimed to reduce or defer expenditure while looking after our people and not compromising operational capability

Focus on cash expenditures for 18 month period to end of FY2021

•Reduction in director fee pool of 20%

1

for 6 months

•Deferral, on renewal, of wage and salary increases for one year

•Specific cost reductions and deferrals across capital and operational expenditure

•Receipt of the Government Wage Subsidy (subsequently repaid)

•Cancellation of the interim dividend in respect of the 2020 financial year

FY2020 estimated opexcost reductions and deferrals of $2.2m / c. $5m capex deferrals & savings

Many of the temporary measures implemented in the 2020 year will conclude with normal conditions resuming during 2021

Measures impacting FY2021 still being worked through

1-Includes a 10% reduction in fees paid plus deferral of planned additional director appointment

20
COVID-19 RESPONSE MEASURES CONTROL EXPENSE GROWTH

1-Incorporates reclassifications from statutory accounts between employee benefit and other operating expenses to align with the PDS presentation

Refer to appendices for further detail of expenses

•Employee benefit expenses

1

up 6.4% YoY (2.7% below the PDS forecast)

•Key COVID-19 measures including cancellation of staff and executive incentives helped to offset increases in employee

expenses including general remuneration increases and anticipated headcount increases initiated ahead of COVID-19

•Maintenance expenses down 4.6% due to lower fuel costs

•Pro forma other operating expenses down 4.6% due to COVID-19 measures, offset by increasing insurance premiums

OTHER OPEX FY2020EMPLOYEE BENEFIT EXPENSES

29.0

30.8

31.7

28.5%

29.0%

29.5%

30.0%

30.5%

31.0%

31.5%

$-

$5

$10

$15

$20

$25

$30

$35

FY2019FY2020FY2020F

Percentage of revenue

Employee Benefit Expenses (LHS)Percentage of Revenue (RHS)

Administration

expenses

$6.2m

Occupancy

expenses

$6.3m

Contract

labour

$4.4m

Site expenses

$1.3m

Other staff expenses

$1.6m

Millions

21
EBITDA STEADY AND MARGIN >40%

•Pro forma EBITDA up $0.5m (1.3%) YoY

•EBITDA margin maintained at >40%

•PDS forecast assumed declining margin % as we built for growth

•FY2020 earnings supported by temporary COVID-19 cost saving measures

41.8

41.2

40.9

40.5

41.0

40.9

$-

$10

$20

$30

$40

$50

$60

FY2019FY2020FY2020F

EBITDA (reported)Pro forma EBITDA

% Revenue42.0% 40.7%41.0% 40.9%39.9% 39.9%

Millions

22
PRO FORMA NET PROFIT AFTER TAX IN-LINE WITH PDS FORECAST

•Pro forma NPAT increased by 4.2% YoY

•FY2020 pro forma NPAT excludes:

•$1.0m revaluation gain on investment property

•$650k tax benefit for the reinstatement of tax depreciation on buildings

•$550k impairment of infrastructure assets for 6 Wharf development

•Reported statutory NPAT increase largely attributable to FY2019 significant one-off IPO and capital restructuring costs

6.8

22.0

20.0

19.6

20.4

20.0

$-

$5.0

$10.0

$15.0

$20.0

$25.0

FY2019FY2020FY2020F

NPAT (reported)Pro forma NPAT

Millions

23
INCREASING DEVELOPMENT CAPITAL EXPENDITURE

•Capital expenditure $53.1m

1

with majority of spend on 6 Wharf

•Completion of significant development projects –Kawekatug and Thames Street off-port depot

1 -Including accounting accruals. FY2020 cash spend $46.0m

FY2020

6 Wharf

$34.3m

Additional tug

$5.1m

Development of off-

port depot

$2.6m

Other development

$0.9m

Replacement

$9.8m

Compliance and other

$0.4m

18.8

53.1

72.4

$-

$10

$20

$30

$40

$50

$60

$70

$80

FY2019FY2020FY2020F

Development - 6 WharfDevelopment - OtherReplacementCompliance and other

Millions

24
CASH FLOW & LIQUIDITY

•$5m dividend (2.5 cps) paid December 2019

•Cash & cash equivalents balance of $7.9m ($31.2m at end FY19)

•$180m undrawn bank facilities

•66% expires Q4 2024

•33% expires Q4 2023

•Bank facilities subsequently initially drawn upon in October 2020

FY2020

$M

FY2019

$M

Var

$M

Operating cashflows29.329.3-

Investing cash flows(46.0)(17.5)-28.5

IPO proceeds (net of equitycosts)-119.5-119.5

Repayment of bank debt, swaps-(87.6)+87.6

Other financing cash flows(6.6)(12.4)+5.8

Net (decrease)/increase in cash & cash equivalents(23.3)31.3

25
CAPITAL MANAGEMENT

•Target ratio of Net Debt to EBITDA of no greater than

3.5x through the 6 Wharf construction period, with the

expectation that the ratio will be managed to within its

long-term target range of 2.0x –3.0x over time,

following completion of 6 Wharf

•Increase in Net Debt to EBITDA ratio above 3.5x currently

likely based on current environment (including cruise

disruption) but remains a point of focus to mitigate this

increase over time

CONCLUSION
& OUTLOOK

27
CONCLUSION

In the face of significant challenges, we have continued to deliver on our strategic purpose to work for our region

Demonstrated resilience and continuity of our cargo base and our shipping line trade

Significant progress on strategic initiatives

Achieved a solid financial result

STANDING STRONG FOR OUR REGION

28
CURRENT OUTLOOK

•Experiencing month to month trading volatility

•Continuing economic uncertainty –NZ & global markets

•Challenges in key Napier Port trades:

•Pipfruit–seasonal labour unavailability likely to undermine increasing crop size potential

•Cruise –no visits expected in FY2021 with significant uncertainty beyond

•Good log export volumes carrying into Q1 (to date)

•Sentiment amongst our customers remains upbeat and positive, particularly in the meat and forest products sectors

•Cautious perspective while pursuing strategic initiatives

•Continue to drive growth and operational resilience

•Supporting our region and the central and lower North Island’s future growth requirements

•Opportunities in national supply chain to grow trade volume

COVID-19 UNCERTAINTY DOMINATES OUTLOOK

29
FY2021 EARNINGS OUTLOOK

•Expected underlying result from operations for FY2021 between $34m and $38m

•There are several factors contributing towards the reduction from $41.2m in FY2020

•Key factors

•Loss of cruise revenue ($4.3m in FY2020 and growing)

•Temporary cost saving measures unwinding in FY2021

•Strategic investments in people & capability

30
FY2020 DIVIDEND

•Final dividend of 5 cps declared

•Fully imputed

•Record date: 4 December 2020

•Payment date: 18 December 2020

See Appendix for dividend policy summary

QUESTIONS

32
APPENDICES

The following appended financial information provides a summary of actual 2020 financial results

compared to prior periods and the 2020 prospective financial information (PFI) contained in the

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

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

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

connection with the initial public offer of Napier Port Holdings Limited (both of which are available at

www.business.govt.nz/disclose(OFR126790)). Actual FY2020 data has been prepared on a basis

consistent with that described in PDS and Supplementary Financial Information except where stated.

Reconciliations provided are extracted from and should be read in conjunction with the Supplemental

Selected Financial Information document released with NPH’s 2020 Annual Report on the NZX

announcements platform and the NPH website.

33
REVENUE

NZ$000FY2018FY2019FY2020PDS FY2020F

Revenue from Port Operations89,884 97,432 98,166 100,425

Revenue Other1,865 2,185 2,261 2,109

Total operating income91,749 99,616 100,427 102,533

NZ$000FY2018FY2019FY2020PDS FY2020F

Container Services58,005 61,169 62,339 63,117

Bulk Cargo28,966 32,277 31,275 32,095

Cruise2,561 3,742 4,300 4,795

Sundry revenue353 244 252 418

Revenue from port operations89,884 97,432 98,166 100,425

Property income1,865 2,185 2,261 2,109

Operating income91,749 99,616 100,427 102,533

34
OPERATING EXPENSES

* Employee benefit expenses are $530k lower than the statutory accounts. This amount relates to listed company costs reclassified to align with the PDS presentation.

Employee benefit expenses*

NZ$000FY2018FY2019FY2020PDS FY2020F

Wages & salaries23,896 26,862 28,813 29,509

Other staff expenses2,455 2,130 2,029 2,198

Total employee benefit expenses26,352 28,992 30,843 31,708

Maintenance expenses

NZ$000FY2018FY2019FY2020PDS FY2020F

Maintenance expenses9,236 9,073 8,652 9,082

35
OPERATING EXPENSES

* Other operating expenses are $530k higher than the statutory accounts. This amount relates to expenses reclassified to align with the PDS presentation.

Other operating expenses

NZ$000

FY2018

FY2019

FY2020

PDS FY2020F

Administration expenses

4,928



5,880



6,220



6,642



Occupancy expenses

5,207



5,393



6,269



6,021



Contract labour

4,139



4,335



4,415



4,414



Site expenses

1,626



2,315



1,284



2,076



Other staff expenses

1,350



1,641



1,578



1,710



Offer costs

-



6,404



(285)



-



Total other operating expenses

17,250



25,968



19,481



20,863



Pro forma adjustments

Offer costs

-



(6,404)



285



-



Listed company costs

1,620



1,297



136



-



Pro forma other operating expenses

18,871



20,861



19,902



20,863


36
CAPITAL EXPENDITURE

NZ$000FY2018FY2019FY2020PDS FY2020F

Development capex

6 Wharf pre-construction957 3,442 991 -

6 Wharf construction- - 33,319 49,784

Additional tug- 4,939 5,082 5,961

Acquisition and development of off-port depot services land4,101 1,930 2,599 1,600

Refrigerated container capacity1,720 1,495 - -

Other development capex709 1,858 882 1,568

Total development capex7,487 13,664 42,873 58,913

Replacement capex5,248 4,765 9,788 13,227

Compliance and other capex424 385 439 250

Total capex13,160 18,814 53,100 72,391

Movement in fixed asset creditors2,689 (1,395) (7,112) (1,087)

Capitalised finance costs(260) - - (1,603)

Capex per cash flow15,589 17,419 45,988 69,701

37
RECONCILIATION OF PRO FORMA EBITDA

NZ$000FY2018FY2019FY2020PDS FY2020F

Statutory net profit after tax17,5766,84822,01219,973

add: Taxation expense6,8595,1827,3097,901

add: Net interest expense4,10710,437(149)(61)

add: Depreciation and amortisation10,84911,98112,43212,947

EBITDA 39,391 34,448 41,604 40,760

Pro forma EBITDA adjustments:

Offer costs-6,404(285)-

Other (income) expenses(709)(135)(704)-

Share of loss of equity accounted investee9422880120

Impairment of joint venture -852--

Impairment of infrastructure assets for 6 Wharf development--551-

Underlying reported EBITDA 38,777 41,797 41,246 40,880

Incremental listed company costs (not yet incurred)(1,620)(1,297)(136)-

Pro forma EBITDA37,15640,50041,11040,880

38
RECONCILIATION OF EBITDA

TO RESULT FROM OPERATING ACTIVITIES

NZ$000

FY2018

FY2019

FY2020

PDS FY2020F

Result from operating activities

38,912

41,987

41,166

40,880

Adjustments:

Impairments of property, plant and equipment

(135)

(190)

-

-

Underlying reported EBITDA

38,777

41,797

41,166

40,880

39
RECONCILIATION OF PRO FORMA NPAT

NZ$000

FY2018

FY2019

FY2020

PDS FY2020F

Statutory net profit after tax

6,848

22,012

19,973

Pro forma adjustments:

Offer costs

6,404

(285)

n/a

Other (income) expenses - fair value movements

(230)

(1,000)

-

Impairment of joint venture

852

-

-

Impairment of infrastructure assets for 6 Wharf development

-

551

-

Incremental listed company costs

(1,297)

(136)

n/a

Listed company capital structure

9,940

n/a

n/a

Tax impact of pro forma adjustments

(2,907)

(62)

n/a

Tax benefit of reinstatement of tax depreciation on buildings

-

(650)

-

Pro forma NPAT

19,611

20,430

19,973

40
RECONCILIATION OF PRO FORMA

NET CASH FLOWS FROM OPERATING ACTIVITIES

NZ$000

FY2018

FY2019

FY2020

PDS FY2020F

Statutory net cash flows from operating activities

29,336

29,327

29,945

Pro forma adjustments

IPO transaction and related costs

5,643

478

n/a

Incremental listed company costs

(1,393)

(136)

n/a

Listed company capital structure

2,882

n/a

n/a

Tax impact of pro forma adjustments

(2,907)

(62)

n/a

Pro forma net cash flows from operating activities

33,561

29,607

29,945

41
•The Board is targeting paying total dividends within a range of 70% to 90% of Free Cash Flow

1

•Free Cash Flow

1

is a non-NZ GAAP measure adopted by Napier Port. It excludes capital expenditure on

development projects (including 6 Wharf) and the interest costs which will be capitalised during

construction

•The payment of dividends is not guaranteed and will be at the discretion of the Board and depend on a

number of factors. These factors include the general business environment, operating results (including

our ability to grow Free Cash Flow

1

)and financial condition of Napier Port, future funding requirements,

any contractual, legal or regulatory restrictions on the payment of dividends by Napier Port and any other

factors the Board may consider relevant. In declaring dividends, Napier Port must comply with the

solvency test under the Companies Act and the covenants in its banking facilities

•Dividend payments are expected to be split into an interim dividend paid in June, targeting 40%

of the total expected dividend for the financial year, and a final dividend paid in December. Napier Port

intends to impute dividends to the maximum extent possible

1

a non-NZ GAAP measure, being NPAT, adjusted for the post-tax impact of fair value revaluations of derivatives and investment properties, plus depreciation, amortisation and impairment, less the average replacement

capital expenditure of maintaining Napier Port's asset base. Average replacement capital expenditure is based on an assessment of the long term average cost of maintaining assets for Napier Port in real terms.

DIVIDEND POLICY

42
EXPERIENCED MANAGEMENT TEAM THAT IS WELL CONNECTED WITH CARGO OWNERS AND OTHER STAKEHOLDERS

Extensive commercial and infrastructure expertise and broad depth of senior leadership experience in New Zealand and overseas, and management enjoys strong relationships

with key stakeholders and the local community

STRONG HISTORICAL FINANCIAL PERFORMANCE AND A RECORD OF EXECUTION ON GROWTH OPPORTUNITIES

Napier Port delivered annual average revenue growth of 8.4% over the last four years (2016 -2020), while consistently delivering EBITDA margins of above 40%

STRONG REGIONAL ECONOMIC GROWTH DRIVERS AND STRONG KEY CUSTOMER RELATIONSHIPS

The Hawke’s Bay region has experienced strong growth, supported by international demand for its diverse range of export cargo.

Strong key customer relationships see the Port embedded as an essential supply chain partner

DIVERSIFIED TRADE PORTFOLIO MITIGATES SECTOR AND COUNTRY-SPECIFIC RISKS

The Port handles a diversified mix of export and import products including logs and forestry products, pipfruit, oil productsand fertiliser, which are shipped to or from over

110 countries globally

AN INFRASTRUCTURE ASSET ESSENTIAL TO THE HEALTH OF THE HAWKE’S BAY ECONOMY

Napier Port is an essential regional infrastructure asset and, by connecting Hawke’s Bay and central New Zealand to global markets, is an active participant in driving regional prosperity

A LONG TERM ASSET ESSENTIAL TO THE HEALTH OF THE HAWKE’S BAY ECONOMY

OUR STRATEGY BUILDS ON A STRONG BUSINESS

WELL-POSITIONED GIVEN FUTURE CARGO VISIBILITY AND FULLY-CONSENTED DEVELOPMENT PLANS

Future cargo visibility enables robust planning for strategic growth projects. Development of 6 Wharf is expected to significantly increase the Port’s capacity and improve

operational efficiency

RELEVANCE

DURING

COVID-19

43
FURTHER INFORMATION ON NAPIER PORT

TO LEARN MORE ABOUT NAPIER PORT AND WHAT IT DOES PLEASE REFER TO:

•Our website at napierport.co.nz

•The Management Roadshow Presentation available on the Disclose Register published

in connection with the initial public offer of Napier Port Holdings Limited available

at www.business.govt.nz/disclose(OFR126790) and listed within the Documents section

as ‘Other material information 5: Napier Port Holdings Limited –Investor Presentation’

---

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


Results for announcement to the market

Name of issuer Napier Port Holdings Limited

Reporting Period 12 months to 30 September 2020

Previous Reporting Period 12 months to 30 September 2019

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$100,427 0.8%

Total Revenue $100,427 0.8%

Net profit/(loss) from

continuing operations

$22,012 221.4%

Total net profit/(loss) $22,012 221.4%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.05000000

Imputed amount per Quoted

Equity Security

$0.01944444

Record Date 04 December 2020

Dividend Payment Date 18 December 2020

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.73 $1.67

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Napier Port Holdings Limited was listed on the NZX on 19

August 2019. The prior year’s results include the expensing of

IPO and related costs.

Authority for this announcement

Name of person authorised

to make this announcement

Kristen Lie, Chief Financial Officer

Contact person for this

announcement

Jo-Ann Young, Communications Manager

Contact phone number DD: 06 833 4521

Contact email address jo-anny@napierport.co.nz

Date of release through MAP 18 November 2020


Audited financial statements accompany this announcement.

---

Distribution Notice


Section 1: Issuer information

Name of issuer Napier Port Holdings Limited

Financial product name/description Ordinary Shares

NZX ticker code NPH

ISIN (If unknown, check on NZX

website)

NZNPHE000552

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies No

Record date 04/12/2020

Ex-Date (one business day before the

Record Date)

03/12/2020

Payment date (and allotment date for

DRP)

18/12/2020


Total monies associated with the

distribution

$10,000,000

(200,000,000 ordinary shares @ 5.0 cents per share)

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $0.06944444

Total cash distribution $0.05000000

Excluded amount N/A – not a listed PIE

Supplementary distribution amount $0.00882400

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

100%

Imputation tax credits per financial

product

$0.01944444

Resident Withholding Tax per

financial product

$0.00347222



Section 4: Distribution re-investment plan – Not Applicable

DRP % discount (if any)


Start date and end date for

determining market price for DRP


Date strike price to be announced (if

not available at this time)


Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)


DRP strike price per financial product


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms


Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Kristen Lie, Chief Financial Officer

Contact person for this

announcement

Jo-Ann Young, Communications Manager

Contact phone number DD: 06 833 4521 M: 027 214 3750

Contact email address jo-anny@napierport.co.nz

Date of release through MAP


18 November 2020

---

Napier Port Holdings Limited
2020 Trade Volume Data

The below trade volume data provides a summary of financial year ended 30 September

2020 results (FY2020) compared to the prior periods.

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

transhipped containers for FY2019 and FY2018 from exports and imports to ‘other container

movements’ to more accurately reflect the activity associated with those containers.

1.1 Container Services

Container Services

TEU (000s)^

FY2020

Actual

FY2019

Actual

FY2018

Actual

Exports





Wood pulp & timber 50 52 53


Canned food / other food & beverage 8 10 10


Other dry 12 14 13


Total dry 69 75 77






Apples & pears 26 26 24


Meat 16 16 14


Fresh & other chilled produce 13 12 10


Total reefer 54 53 48






Empty 5 4 4


Total exports 128 133 128





Imports





Dry 28 29 27


Reefer 4 4 3


Empty 98 99 96


Total imports 130 132 126






Other container movements (‘DLRs and Tranships’) 11 6 11


Total Container Services volume 268 271 266





Vessels





Container ship calls 293 303 329



^Rounded to nearest thousand TEU





1.2 Bulk Cargo

Bulk Cargo


Kilotonnes

FY2020

Actual

FY2019

Actual

FY2018

Actual


Log exports 2,365 2,581 2,208


Other exports 140 167 177


Imports 616 656 686


Total Bulk Cargo volume 3,121 3,404 3,071





Vessels


Charter vessel calls 304 314 298



1.3 Cruise Services

Cruise Services



FY2020

Actual

FY2019

Actual

FY2018

Actual

Vessels





Cruise vessel calls 76 70 57

---

Napier Port Holdings Limited
Supplemental Selected Financial Information (unaudited)

The below supplemental financial information provides a summary of 2020 financial results

compared to prior periods and the 2020 prospective financial information (PFI) contained in

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

Prospective Financial Information, a reconciliation of non-NZ GAAP to NZ GAAP information

and supplementary financial information" (Supplementary Financial Information) dated 15

July 2019 and published in connection with the initial public offer of Napier Port Holdings

Limited (and available on the Offer Register at www.business.govt.nz/disclose

(OFR126790)). Actual FY2020 data has been prepared on a basis consistent with that

described in PDS and Supplementary Financial Information except where stated.

The historical financial information (FY2018-FY2019) is extracted from Port of Napier Limited

and Napier Port Holdings Limited audited financial statements or the Supplementary

Financial Information.

Except where information is denoted as being extracted directly from historical audited

financial statements, the supplemental selected financial information is unaudited.

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

the PDS and the Supplementary Financial Information.


Notes:

1.

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

identified as being pro forma financial information and underlying reported EBITDA) is extracted from audited financial

statements of Napier Port Holdings for FY2019 and FY2020 and the audited financial statements of Port of Napier for the

FY2018 accounting periods. The prospective financial information for FY2020 (PDS FY2020F) is extracted from the

Supplementary Financial Information for the Group (and not the financial statements of Napier Port Holdings nor Port of

Napier). Some line items in the selected financial information include adjustments applied by Napier Port (denoted ‘pro

forma’ or ‘underlying’). For an explanation of pro forma adjustments, please refer to Section 7.9 (Reconciliation of Pro

forma EBITDA to Statutory NPAT) and Part B of the Supplementary Financial Information.

2.

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

3.

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

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

Pro forma EBITDA to Statutory NPAT in section 1.2 below.

4.

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

(Reconciliation of Pro forma EBITDA to Statutory NPAT) of the PDS. Additional adjustments applied in FY2020 are

Selected financial information

(1)

NZ$000

FY2018

FY2019

FY2020

PDS FY2020F

Financial period

12 months

ending

30 Sept 18

12 months

ending

30 Sept 19

12 months

ending

30 Sept 20

12 months

ending

30 Sept 20

Financial performance:

Revenue

(2)

91,749

99,616

100,427

102,533

Underlying reported EBITDA

(3)

38,777

41,797

41,166

40,880

Pro forma EBITDA

(4)

37,156

40,500

41,030

40,880

Net profit after tax

17,576

6,848

22,012

19,973

Pro forma net profit after tax

(5)

19,611

20,430

19,973

Balance sheet and cash flow items:

Dividends paid

10,000

53,957

5,000

10,960

Total assets

331,959

371,116

385,379

409,473

Cash and cash equivalents

-

31,224

7,936

-

Total liabilities

119,547

35,635

39,134

66,528

Total debt

80,599

-

-

32,378

Net cash flows from operating activities

28,364

29,336

29,327

29,945

Pro forma net cash flows from operating activities

(6)

33,561

29,607

29,945


described in the Description of Pro forma Adjustments in Section 1.1 below and shown in the Reconciliation of Pro forma

EBITDA to Statutory NPAT in section 1.2 below.

5.

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

forma EBITDA (except for the share of losses of the Longburn Intermodal Freight Hub joint venture) and the overlay of

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

forma operating tax expense has been adjusted to reflect the tax implications of the pro forma adjustments and the tax

benefit associated with the reinstatement of tax depreciation on buildings. A reconciliation to statutory net profit after tax is

included in section 1.4 below.

6.

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

activities adjusted for offer costs, the incremental costs of operating as a listed company and overlays Napier Port’s capital

structure following completion of the IPO as if it had been in place since 1 October 2018. The pro forma net cash flows

from operating activities has been adjusted to reflect the tax implications of the pro forma adjustments on the basis that

cash taxes would be paid in the corresponding reporting period. A reconciliation to statutory net cash flows from operating

activities is included in section 1.5 below.

1.1 Description of Pro forma adjustments

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

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

the financial information over the periods presented.

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

below and, to the extent they were included in the PDS information, their nature is

described in more detail in Part C of the Supplementary Financial Information:

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

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

activities. For the purposes of the reconciliation of pro forma net profit after tax,

fair value movements are adjusted for as these are unrealised and non-core

activity;

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

been fully written down to zero;

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

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

as a publicly listed company;

(vi) removal of the impact of the pre-IPO debt capital in relation to FY2019 and

applying the post-IPO capital structure as if it were in place for all of FY2019;

(vii) removal of the one-off deferred tax benefit relating to the reinstatement of tax

depreciation on buildings; and

(viii) removal of the impairment of existing infrastructure assets arising as a result of

the 6 Wharf development. Certain existing seawall and paving assets are

required to be removed in order for the new 6 Wharf development assets to be

constructed. The impairment expense arising, recorded in the Income

Statement, has been adjusted for given its unusual and non-recurring nature.


1.2 Reconciliation of Pro forma EBITDA to Statutory NPAT


1.3 Reconciliation of Underlying EBITDA to Result from Operating Activities

reported in the statutory Income Statement


1.4 Reconciliation of Pro forma Net Profit After Tax


1.5 Reconciliation of Pro forma Net Cash Flows from Operating Activities


NZ$000

FY2018

FY2019

FY2020

PDS FY2020F

Statutory net profit after tax

17,576

6,848

22,012

19,973

add: Taxation expense

6,859

5,182

7,309

7,901

add: Net interest expense

4,107

10,437

(149)

(61)

add: Depreciation and amortisation

10,849

11,981

12,432

12,947

EBITDA

39,391

34,448

41,604

40,760

Pro forma EBITDA adjustments:

Offer costs

-

6,404

(285)

-

Other (income) expenses

(709)

(135)

(784)

-

Share of loss of equity accounted investee

94

228

80

120

Impairment of joint venture

-

852

-

-

Impairment of infrastructure assets for 6 W harf development

-

-

551

-

Underlying reported EBITDA

38,777

41,797

41,166

40,880

Incremental listed company costs (not yet incurred)

(1,620)

(1,297)

(136)

-

Pro forma EBITDA

37,156

40,500

41,030

40,880

NZ$000

FY2018

FY2019

FY2020

PDS FY2020F

Result from operating activities

38,912

41,987

41,166

40,880

Adjustments:

Impairments of property, plant and equipment

(135)

(190)

-

-

Underlying reported EBITDA

38,777

41,797

41,166

40,880

NZ$000FY2018FY2019

FY2020PDS FY2020F

Statutory net profit after tax6,84822,01219,973

Pro forma adjustments:

Offer costs 6,404(285)n/a

Other (income) expenses - fair value movements(230)(1,000)-

Impairment of joint venture 852--

Impairment of infrastructure assets for 6 W harf development-551-

Incremental listed company costs (1,297)(136)n/a

Listed company capital structure9,940n/an/a

Tax impact of pro forma adjustments(2,907)(62)n/a

Tax benefit of reinstatement of tax depreciation on buildings-(650)-

Pro forma NPAT19,61120,43019,973

NZ$000FY2018FY2019

FY2020PDS FY2020F

Statutory net cash flows from operating activities29,33629,32729,945

Pro forma adjustments

IPO transaction and related costs5,643478n/a

Incremental listed company costs (1,393)(136)n/a

Listed company capital structure2,882n/an/a

Tax impact of pro forma adjustments(2,907)(62)n/a

Pro forma net cash flows from operating activities33,56129,60729,945

=== IR PAGE TRANSCRIPT: 2020 Annual Results Conference Call Transcript ===

Company: Napier Port Holdings Limited
Title: Annual Results Announcement

Date: 18 November 2020

Time: 11:00 NZDT



Start of Transcript


Operator: Thank you for standing by and welcome to the Napier Port Holdings Limited

annual results announcement. All participants are in a listen-only mode. There will be a

presentation followed by a question and answer session. If you wish to ask a question, you

will need to press the star key followed by the number one on your telephone keypad. I

would like to hand the conference over to Kristen Lie. CFO. Please, go ahead.


Kristen Lie: Good morning and welcome everybody to the Napier Port Holdings 2020 annual

results call. My name is Kristin Lie, CFO at Napier Port. I’m joined on the call this morning

with Todd Dawson, Chief Executive and Alasdair Macleod, Chairman of the Board of

Directors of Napier Port.


During this presentation, we will be referencing the investor presentation included within the

suite of information released earlier today on the NZX reporting platform and also available in

the investor section of our website. Our intention this morning is to walk through our

presentation to report on the highlights of our 2020 financial year, including some more

detailed analysis of our financial results. Then, at the end of our presentation, we will open

up the line and we will be happy to respond to any questions that you may have.


I’ll now hand over to Alasdair to get things underway.


Alasdair Macleod: Thanks, Kristen and good morning everyone. Welcome to our annual

results 2020 presentation. 2020 has been a year like no other with COVID costing countless

lives and disrupting economies globally. It made our first full year as a listed Company even

more challenging than we expected. Despite that - and Todd will provide more detail shortly

– in the 2020 financial year, we have made very good progress on our strategic initiatives,

including on the centrepiece of our strategic development program, 6 Wharf.


This has all been achieved by the contributions and resilience of our Napier Port people and

the resilience of the regional economy. Our management and people have worked through

these unique challenges with commitment and calm and applied themselves diligently to the

task of keeping cargo moving across our wharves.


Whilst the economic environment and outlook have changed since the time of our original

PDS forecasts made at the time of our IPO in August of last year, we are pleased that we

can report a set of solid 2020 financial results in line with the original PDS forecasts, given

the COVID-19 affected year we’ve experienced.


Looking forward, we will continue working towards delivering our business plan and

developing our sustainability strategy. However, the environment in which we are currently

operating is more uncertain. We’ll comment further on this later in the presentation. Todd will

now take us through the highlights of the year’s results. Todd?


Todd Dawson: Thank you, Alasdair, and for those on the line, we’re on slide 6. Good

morning, everyone, and thank you for taking the time to hear our end of year results today.



Stating the obvious but this year has been an extraordinary year for Napier Port and our

customers and community.


We’ve previously referred to the 2020 financial year as a game of two halves. First half of the

year saw us make good progress on the delivery of our strategic objectives and saw the

strength of trade coming from the Hawke’s Bay continuing to build momentum.


Our operating result has been tracking in line or ahead of expectations set at the time of the

IPO with solid volumes being seen across the majority of commodities arriving at Napier

Port. We saw a smooth start-up to our major construction program on 6 Wharf and steady

progress being made on a number of our other key projects.


As COVID-19 began to take hold in China and further afield during January and into

February, the potential economic impact of the pandemic became evident and saw this - and

we saw this initially within our log trade as China inventories grew and the pandemic shut

down China operations.


Moving into the second half of the year and following on from the withdrawal of our IPO’s

forecast guidance and the government-imposed level 4 lockdown period, we moved quickly

to ensure we could maintain the health and wellbeing of our people at Napier Port, whilst

also maintaining our operations responsibility to central lifeline asset and service provider.


The COVID-19 pandemic and government responses did create significant uncertainty for

our people, operations and our trade leading into the second half of the year. We took the

decision to defer capital and operating costs, given the uncertain outlook without

compromising operations and the safety of the team and we continue to keep our focus on

delivering our strategy whenever possible.


Most trades have bounced back since the level 4 period and whilst trading volumes are down

year on year, we are reporting a pleasing financial result in the face of the COVID-19

challenges we have faced. The year’s trading performances are a reinforcement of the

resilience of our local economy, our diversified trade base and the value of our region’s food

and fibre-based commodities across the New Zealand’s international markets.


It has also shown once again, the dedication of our people through testing circumstances

and demonstrated to us that the strategy we’ve embarked upon is the right one and that our

people in the region’s trade is resilient and enduring.


With the foundational elements now in place across the business for clear strategic direction,

a sound balance sheet, right management team and supportive community, we have also

made significant progress on our strategic development program, including the smooth start-

up of a major construction project for 6 Wharf and good progress on a number of our other

key projects across our business, including expanding our presence and capability to attract

more business in Napier Port from across a wider regional footprint.


Our team is now focussed on executing our strategy and growing our business for the future.

A recent highlight for us has been the agreement to extend our strategic partnership with

WPI for at least another 10 years. WPI supplies customers throughout the world with high

quality forest fibre products including pulp and milled lumber.


WPI is based in the central North Island near Ohakune and is highly contestable and

significant volume of cargo that has options to choose any of the main North Island ports to

export their products from. Their decision to remain with Napier Port is a welcome

endorsement for long-term value that Napier Port has and continues to deliver for WPI.




Securing this business for this [unclear] period is a positive for our competitive position and

reinforces that we are able to provide competitive and sustainable cargo solutions across our

future strategic growth platform that is well developed and demonstrates to customers that

with 6 Wharf under construction and other network infrastructure options planned, Napier

Port is a secure supply chain option offering future resilience in the face of the challenges

being seen at other competing North Island ports.


Moving on to the next slide, as mentioned on the previous slide, we have made good

progress with the delivery of our strategic programs of work during the first half of the year

and this has helped to build further on the operational capability and resilience levels

required until 6 Wharf becomes available in late ’22.


During the year, we completed the signing of the construction [contract] for 6 Wharf and HEB

got underway following the ground-breaking ceremony in February. I’ll talk more about 6

Wharf in a moment.


Our Thames II empty container depot opened for business during March, providing

customers with a new state of the art facility to hold and prepare containers ready for the

region’s exporters. Progressing strategic focus related to growing out of region cargo trades,

new technology deployments and improving our operating efficiencies did slow down during

the lockdown periods but we’re now back on track and I’m pleased to report positive

progress and momentum building again as our business operation and cargo flow has

returned to normal.


Kaweka, our third tug has now come onto full operation and she’s already delivering great

results with increased manoeuvrability, fuel efficiency and is enabling us to avoid additional

secondary vessel moves across the port. She has also allowed us to berth larger container

vessels during night-time hours, improving the availability of our wharves for customers and

Kaweka provides additional risk mitigation, being our third tug as a real boost to our marine

operations capability.


We’ve seen positive momentum created across our health and safety roadmap also.

Implementation and many improvements delivered this year and we are well on track

towards completion of our ISO 45001 program alongside further development of our culture

of care and people engagement initiatives.


We are pleased to have made progress this year with the development of Napier Port

sustainability strategy as well and we talk more about this in our annual report which is

published alongside our results earlier today.


Moving onto the next slide. This year, following the completion of the IPO and start of 6

Wharf development, our commercial focus has turned to looking further afield at the

opportunities we see available to Napier Port. Both within the container trade and bulk cargo

base of central and lower North Island as well as further afield in support of northern supply

chains as congestion issues and supply chain disruption starts to take affect across the North

Island and New Zealand’s wider supply chain.


Napier Port is perfectly positioned and poised to support cargo owners and shipping lines

with the trade profile that we see as complimentary to other ports on the North Island. Our

counter-cyclical productive season on the Hawke’s Bay provides the capacity available at the

right time of year to support customers in other North Island ports with the capability required

to provide an efficient entry and exit point for import and exports at traditionally busy time of

year.




With the uncertainty remaining for many cargo owners on the North Island on the future

location, the viability and resilience of ports and their freight networks, we are presenting a

solution to customers looking for alternatives to traditional pathways.


I’m pleased to report some initial green shoots of growth emerging as we enter our summer

months as a result of our outer region growth strategy for both container and bulk cargoes.

However, while these initial signs of growth are encouraging, we still face the uncertainty that

remains within our cruise industry business and the wider global uncertainty that remains for

customers in the international markets due to COVID-19 and other global trade related

political uncertainties that are still at play.


The recent announcement of a funding-in-principle support from the Crown for our future

Whakatū inland port development adds to our customer story of having a future growth,

connections and capabilities to support our region’s growth with the provision of efficient

supply chain and port services for across the central and lower North Island into the future.


Moving onto 6 Wharf construction slide. Our 6 Wharf construction project has been

progressing really well this year. Following the ground-breaking ceremony in February, our

primary contractor, HEB, have been making steady progress and, despite the interruption

during the level 4 lockdown period when the site was shut down, I’m pleased to report that

we remain on budget and on time for completion during late ’22.


The initial and some of the most challenging phases of the project seen - have been seen

during this start up and they’ve gone well and completion of piling has progressed with about

one third of the 400 piles completed and our dredging program is well advanced now with

operational planning for the commencement of 6 Wharf in ’22 going very smoothly so far.


6 Wharf will be a real boost to Napier Port’s future capability and will secure the region in the

central and lower North Island’s growth for future generations.


Our continued investment in such a significant piece of critical regional infrastructure is well

supported by the trade we see today as well as that which we see coming into the future. We

are now moving aggressively to ensure the benefits of 6 Wharf will be used and support of

the whole of the central and lower North Islands, we believe it provides the port infrastructure

required to service the North Island as opposed to the challenges we see being faced by

other ports with damaged and stranded assets to our south or congested ones to the north.


Moving onto our trade results slide. In 2020, our total cargo volumes were just over five

million tonnes, which was a 7.5% decrease from 2019. The decrease was driven by COVID-

19 disruptions both here and abroad and in particular, the categorisation of forestry products

as non-essential, seen during April and May level 4 lockdown period.


On container services, our container services business was broadly in line with last year and

just 1.1% or 3000 TEU down. Container volumes were impacted to a lesser extent than our

bulk cargo because food products, amongst others, were categorised as essential during

level 4 and they continued to flow during the lockdown.


High value reefer TEUs increased 2.1% whereas dry TEUs decreased 7.3%, largely due to

their dominant cargo in those dry TEUs being classified non-essential which was pulp and

timber commodities.



Apple and pear volumes saw a record equalling year and was a great result for that industry,

given their challenges to maintain their operations and the disrupted international markets

that they were experiencing.


Bulk cargo, total bulk cargo of 3.1 million tonnes was 8.3% behind the prior year. Log exports

were 2.5 million tonnes, which is an 8.3% decrease on the prior year. A discussed, this was

due to the market disruptions in China preceding the cessation of harvesting in New Zealand

during the level 4 lockdown.


Overall, we see the trade result as a good one given the circumstances and reflective of the

resilience in the local economy and demand for our region’s products.


Slide 11, compared to forecasts made at the time of the IPO, we have achieved underlying

financial results in line with our forecast across all the key metrics. Revenue per unit growth

has offset the lower COVID-impacted trade volumes on the top line revenue and our

mitigation measures adopted in response to COVID-19 have supported our operational

earnings cashflow and our net profit result for the year.


Slide 12, despite the challenges faced this year, our reported audited financial result and key

metrics have been relatively stable compared to 2019. We have managed to achieve a

milestone becoming a NZ$100 million revenue business with 0.8% growth year on year.


Net profit after tax increased considerably year on year because it’s principally lower due to

the non-recurring IPO and capital restructuring costs that have been removed from this

year’s result. Overall, a very satisfying outcome and one that underlines the performance of

our team and the resilience of our trade base in the region.


I’m now going to hand over to Kristen to talk through the detail of the financial and operating

results.


Kristen Lie: Thank you, Todd. We’re on slide 14. During 2020, the revenue of NZ$100.4

million we achieved was made up of growth in containers where revenue grew from NZ$61.2

million to NZ$62.3 million and Cruise, where revenue increased from NZ$3.7 million last year

to NZ$4.3 million in 2020. Bulk cargo revenue decreased from NZ$32.3 million to NZ$31.3

million.


In respect of container services, container services revenue growth of 1.9% year on year

resulted from average revenue per TEU increasing by 3% in the year, which offset the 1.1%

reduction of TEU trade volume. Average revenue per TEU increased due to the full year

impact of infrastructure charges introduced part way through 2019 and increase in

refrigerated container services from a high volume and proportion in our container mix and

income from related services such as power and monitoring of [unclear] containers, which

were offset by lower storage and depot services revenue.


Moving on to slide 16. Bulk cargo revenue was down 3.1% year on year, which was driven

by the 8.3% volume decline to 3.1 million tonnes in 2020. Average revenue per tonne

increased by 5.7% compared to the prior year, principally due to cargo mix and tariff

changes.


The biggest contributor to our bulk and total cargo volume changes by weight was log

exports, which takes me on to the next slide. 2020 log volume decreased 8.3% versus the

prior year following the heavily COVID impacted second and third quarters of our financial

year, we have seen export market conditions and export volumes improve into the fourth

quarter though we continue to see month to month volume volatility.




Market commentary suggests that Chinese market conditions for logs and pricing received

by New Zealand forest owners has recently been positive, driven by Chinese domestic

consumption for construction.


I also note here that the methyl bromide deadline for total [recapture] has now been

extended twice and is currently August 2021, which has provided some additional time for

the industry to adjust.


In respect to Cruise, a shortened 2020 cruise season saw our revenue increase 14.9% to

NZ$4.3 million versus 2019, continuing its relatively high growth trajectory. Cruise vessel

calls of 76 were 11 fewer than forecast but six more than 2019. As we have communicated

previously, we do not expect the resumption of cruise ship visits this current cruise season.

We are also conscious of the possibility that the situation may be in place for an extended

period.


Just a brief recap on what we set out to achieve with our COVID response plan that we

formulated at the peak of uncertainty in the most severe lockdown period and articulated in

our half year 2020 results release. Our primary focus during these times has to be ensure the

safety of our people and users of the port. Our financial response aimed to deliver a prudent

approach to managing our cost base and balance sheet, in particular across the 18-month

period to the end of the 2021 financial year as we face the significant uncertainty that is

ahead of us all.


We repeat and note on the slide here a number of the measures we initiated. While this has

resulted in cost savings in the short-term, they are temporary in nature and not sustainable

for an extended period. A number rely on the good will of our stakeholders, including our staff

and shareholders.


We estimate operating expenditure savings in 2020 of NZ$2.2 million and a further

approximate NZ$5 million of mostly CapEx deferrals to later periods.


Some initiatives remain on the table but in terms of managing expectations, we expect the

current financial year to reflect a sustainable path resuming during 2021. However, I’ll add at

this point, we continue to maintain operating capital expenditure discipline.


Expenses on slide 20, our pro forma total operating expenses in dollar terms are 0.8% higher

than 2019 and they have grown less than originally forecast as a percentage of revenue.

Employee benefit expenses are up 6.4% but 2.7% less than forecast due to the COVID

measures. Maintenance and other operating expenses are both down 4.6% due to lower

volumes in COVID measures.


Moving onto the next slide, comparable pro forma EBITDA of NZ$41 million was up slightly

year on year and was in line with the original PDS forecast of NZ$40.9 million. This

represented a margin of 40.9% of revenue, a percentage point ahead of our PDS forecasts.


Moving on to net profit. On a comparable pro forma basis, 2020 net profit of NZ$20.4 million

was NZ$0.8 million ahead of 2019 and NZ$0.4 million ahead of the original PDS forecasts.

The reported statutory net profit after tax of NZ$22 million included a number of items,

including those noted in the slide, that are adjusted out for pro forma purposes.


The prior year reported a statutory net profit included the significant one-off IPO and

restructuring costs as Todd mentioned earlier.



Capital expenditure. Capital expenditure during the year was NZ$53 million or NZ$46 million

in cash flow spend terms. The majority of which went towards 6 Wharf construction. Other

completed development projects in the year were final payments for our third tug Kaweka

and the remaining payments to complete the development of our off-port Thames Street

container services depot.


Major replacement CapEx items in the year included wharf major maintenance, maintenance

dredging and empty container handling equipment. In the current year and future years, our

development capital spend has ramped up as we continue to build for growth.


Cash flow and liquidity. Reported cash flow from operating activities remains steady at

NZ$29.3 million year on year with higher tax payments and working capital in the current

year offsetting reduced net finance costs and IPO transaction costs. Whilst not shown,

proforma net cashflow from operating activities decreased by NZ$4 million for the same

reasons, albeit this was just NZ$0.3 million less than the original PDS forecasts.


As noted, investing cash flow has increased as we got 6 Wharf construction underway and

final payments related to the issuance of shares in the IPO and the NZ$5 million dividend

paid in December 2019 resulted in a net financing [activity] cash outflow of NZ$6.6 million

during the year.


Due to rephase spend on 6 Wharf construction leading up to the signing of the construction

contract and an approximate five-week delay from the COVID level 4 shutdown on 6 Wharf,

deferrals of other forecast CapEx spend as part of our COVID measures, we remained in a

cash positive position at the end of the financial year, having spent less than originally

forecast in the PDS.


The balance sheet state we retained at NZ$180 million undrawn bank facilities, which we

have subsequently drawn upon in October.


Finally, a comment on our capital management targets. Our stated objective was to target a

long-term range of two to three times for our net debt to EBITDA ratio, with a target peak of

no greater than 3.5 times through the 6 Wharf construction period.


Given the current environment [unclear] the lack of cruise revenue at least in the short-term,

a peak ratio above 3.5 times is now considered likely. This is a point of focus with a view to

mitigating this increase over time. I’ll now hand back over to Todd and Alasdair for

concluding remarks.


Todd Dawson: Thanks, Kristen. So just in conclusion. So, to sum up this year, I would say

that we’re really satisfied with the result and pleased to have been able to deliver on our

forecasts provided at the time of the IPO for our shareholders. It’s not been a year without its

fair share of challenges but our team, our region and our trades has shown itself to be very

resilient.


The business is in good shape to be able to capitalise on the growth prospects and

opportunities we see in the future for Napier Port and we’ve shown ourselves to be adaptable

to changes that can come from the least expected situations as well as taking advantage of

opportunities that present themselves to us.


The security of our fellow customer base provides us with the confidence to keep investing in

our forward-looking development program in customer focussed strategy for growth.



Just in terms of the outlook, the 2021 financial year ahead comes with a fair degree of

uncertainty and whilst the current trends and volumes remain strong and our business and

our primary sector-based customers appear optimistic, we are looking to next year to remain

prudent in our approach to cost management as we see the key challenges being uncertain

economic times and outlooks across global markets for New Zealand products.


The issue of a strong reliance on seasonal labour for the harvest of apples this year is

unresolved at this time and the fact that to date, there is no international tourism sector being

re-established in New Zealand due to the closed borders is the major obstacle to overcome

prior to any cruise industry returning in the next 12 months.


Our focus at this time is on ensuring we remain vigilant in keeping our people and our

community safe and pressing ahead with our growth plans whilst capitalising on opportunities

being presented to us across the North Island supply chain as we see it creak and groan

under the pressure of disruption within in international and domestic supply chains.


Now, I’m going to hand over to our Chair, Alasdair, for final remarks.


Alasdair Macleod: Thank you, Todd. We are on slide 29. As stated earlier, we currently are

not expecting any cruise ship visits this cruise season and we are conscious of the

uncertainty regarding the timing and eventual extent of this industry’s revival.


We continue to exercise a disciplined approach to operating and capital expenditure and are

pursuing efficiencies. However, several of the cost saving measures introduced in response

to COVID-19 including the already signalled deferral of operational and capital expenditure

cannot be sustained in the new financial year.


Finally, the Board believes Napier Port should configure itself for the long-term, not only in

terms of infrastructure but also in terms of people and capability. All these factors translate

into an expectation for an underlying result from operations for the year to 30 September

2021, to range between NZ$34 million and NZ$38 million.


Moving on to slide 30. We have announced today a December dividend of NZ$10 million or

NZ$0.05 per share. This will be fully imputed and paid on 18 December. The Board has had

regard to, amongst other factors, the economic outlook, the near-term earnings outlook, the

Group’s existing significant capital commitments, its COVID-19 response plan and its capital

management policy.


Taking that into account, we consider that it is prudent to take a conservative approach to its

balance sheet management in the current circumstances. The Board acknowledge the fact

that the final dividend today is less than originally forecast in respect of the whole of 2020

financial year and we acknowledge the impact this may have on our shareholders.


As we outlined in our half year interim report, we remain grateful for the support of our

shareholders as we focus on protecting and growing long term value of our shareholders

assets. I’ll now hand back over to Kristen who will conclude the presentation.


Kristen Lie: Thanks, Alasdair. That concludes our prepared presentation. We would like to

provide the opportunity for those on the call to ask questions related to our presentation and

therefore I’ll hand back over to the moderator to do so.


Operator: Thank you. If you wish to ask a question, please press star one on your telephone

and wait for your name to be announced. If you wish to cancel your request, please press



star two. If you are on a speaker phone, please pick up the handset to ask our question. Your

first question comes from Andy Bowley 27:19 with Forsyth Barr.


Andy Bowley: (Forsyth Barr, Analyst) Thanks, operator and good morning, guys. So, a

couple of questions from me. The first one, I just want to pick up on the pricing theme and

Todd, during the presentation you talked about average revenue per unit increases that we

saw in the last financial year and I recognise cargo mix played a key role in those increases,

particularly say from a container point of view with the [unclear] proportional uplift.


But on a mixed neutral basis, what kind of unit revenue increases can we expect in the year

ahead for both bulk and containerised cargo?


Kristen Lie: Hi, Andy, it’s Kristen here. I’ll jump in on that one. The - what we’ve seen in the

increase this year is I guess the prime movers have been the implementation of the

infrastructure levy on the containers during 2019. So, we’ve seen a full year impact of that in

the 2019 numbers. Likewise, in cruise, we’ve implemented a passenger levy for this most

recent season and there’s been a bit of changing in the bulk sides. Not so much a levy per se

but more around mix, I would say.


So, going into the next financial year, obviously on the container side, won’t have that

impetus in the rate. Obviously cruise is not applicable and wouldn’t be expecting any major

moves on the bulk side.


Andy Bowley: (Forsyth Barr, Analyst) So outside of those levies that you’ve referenced,

Kristen, are there any other mechanism within the relationships that you have with shipping

lines or other customers that will see price increases over the year ahead?


Kristen Lie: Well mechanisms maybe but I guess what we’re suggesting is that - not to

expect any kind of major movements in those rates.


Andy Bowley: (Forsyth Barr, Analyst) Okay, great. Thanks. Look, second question, in terms

of guidance for the year ahead, it clearly implies a material drop from what we’ve seen in the

year just gone. You’ve referenced a number of items but can you give us some flavour about

other key drivers here? I’d expect in particular some bounce back from the various cargoes

that were impacted during alert level 4 that you talked about in terms of say, log exports. In

terms of dry containerised exports. Then, are there any profit impacts of the WPI retention?


Todd Dawson: I’ll probably jump in there a little bit, Andy. I guess what we’re seeing in terms

of that guidance is that there’s some - beside cruise, there’s the potential for some

reasonably significant swing items within the uncertainty that we see in next year and log

trade, whilst it could be very optimistic about its flow, could equally go the other way, given

the ability of the pandemic to shut down key markets and the fluctuations that we’re seeing in

trade uncertainties as well around things like recently you’re seeing Australian trade being

stopped into China for logs.


So that gives us some degree of cautious approach to how we’re looking at the range for

next year in particular with logs. Equally, the uncertainty around the trade on the horticulture

with the ability to actually get the product away in sufficient - with the sufficient labour

available to pick it gives us that - also that need to be conservative in our approach to the

outlook.


So, the - there’s some reasonably - they can swing that number quite quickly if that happens,

as we’ve seen this year. Plus, the fact that the cruise has, that gives us confidence to be able

to just [unclear] a range of that NZ$34 million to NZ$38 million out there.




Andy Bowley: (Forsyth Barr, Analyst) Just on logs there, what’s the best-case scenario for

you in terms of the range that you’re expecting or considering for the year ahead?


Todd Dawson: Yes, I think if we were to be meeting the top end of the range [unclear]

provided everything would be going pretty steadily and we’d see the flow that we’re seeing

today continue. So that would be what I would indicate.


Andy Bowley: (Forsyth Barr, Analyst) Then, in the question, I made reference to any profit

impact from the WPI retention.


Todd Dawson e: Obviously, you know, the WPI contract, highly contestable but it’s also very

commercially sensitive as to how we went about that [unclear]. Yes, that’s all I’ll say on that

one.


Andy Bowley: (Forsyth Barr, Analyst) Okay, thanks. Thanks, guys.


Operator: Once again, if you wish to ask a question, please press star one on your telephone

and wait for your name to be announced. Your next question comes from Wade Gardiner

with Craigs Investment Partners.


Wade Gardiner: (Craigs Investment Partners, Analyst) Hi, guys. A few questions from me.

First of all, you’ve given some guidance on CapEx for next year in regard to Wharf 6 (sic) but

what should we assume in terms of other items, you know, replacement CapEx and also I

guess the NZ$5 million that was not spent in FY20. Will that get deferred into FY21?


Kristen Lie: So, I think we’ve talked about before, on an average year, replacement capital

comes in roughly NZ$10 million. Maybe a little bit less on an average year. So, I guess I’d

probably guide you to that. Yes, give - that’s probably the best indicator.


Wade Gardiner: (Craigs Investment Partners, Analyst) No other specific items other than just

normal replacement? I think it was NZ$11.7 million or some other long-term number that was

discussed in the prospectus.


Kristen Lie: Yes, I think there’s a few other I guess developments, that are capital proposals

on the table but nothing - I guess nothing material. So, all things considered, I guess if you

put the replacement capital together with the 6 Wharf numbers we’ve provided, it’s probably

going to get you pretty close.


Wade Gardiner: (Craigs Investment Partners, Analyst) Yes and what was the NZ$5 million

that was deferred specifically?


Kristen Lie: It was a range of items. The - in there is some more a routine [buffer] related to

some of the infrastructure assets. Probably the best example or the easiest one to

understand is the - we are looking at or have been looking at a replacement pilot vessel. So

that has been postponed without putting a time frame on it, as an example choice we’ve

made to probably spend a bit more on keeping the old girl we’ve got now, going. But that

needs to be replaced in due course but it’s just been moved out.


Wade Gardiner: (Craigs Investment Partners, Analyst) You mentioned in the presentation

about up in North Island, congestion. Where’s it impacting your business? Is it mainly in

access to empties? Or are there other areas?



Todd Dawson: So currently it’s not really impacting our business at all, Wade, in that we

actually are in our low season and so actually, what we’re seeing is some positive spin-off

from it where the shipping lines are utilising us as a capacity relief valve, if you want to call it

that.


So, it’s also helping us to build on the story around the role that Napier Port plays and can

play in the future around supporting that upper North Island congestion with the flow of

inbound and ports through our port. So, what we’ve got an eye to the future on though is, I

guess that more the next four to five months as we come into our peak if these issues are

start to continue – or continue, then container supply into New Zealand to feed the - in the

main, the horticultural sector out of the Hawke’s Bay could become a concern that we’re

keeping an eye on as well. Hence the - more so the comments the earlier about the risk that

presents to our earnings result for the future.


Wade Gardiner: (Craigs Investment Partners, Analyst) Okay. Just understanding the - just

following on from what Andy was saying in terms of the guidance range, so the way I guess

I’m looking at it is cut cruises out, the top end of that range is really a situation where nothing

- so the volumes that we’re seeing to date are - and no COVID impact and really the bottom

end of the range is if we get further impacts from COVID, whether it be locally or

internationally. So, it’s - in other words, the range is really driven by the revenue outcomes

here.


Kristen Lie: Yes, that’s fair to say. I mean, there is some variability in the costs. We’re

focussed on growth and have some - I guess some plans and things like that so it’ll depend a

little bit on how things play out, which is all built into our overall variability in the outcome.


Wade Gardiner: (Craigs Investment Partners, Analyst) Okay and on - just in terms of labour

availability, what are you hearing there in terms of - do you have any insights as to how the

government is looking at that?


Todd Dawson: We’re obviously - we’re hearing what everybody else is hearing but - and

talking to the pipfruit growers as well on a regular basis as to what traction they’re making

with the government. They’re putting a number of different scenarios and options in front of

the government but at this stage, it doesn’t seem like the government is willing to actually

accommodate some of those requests in terms of getting seasonal RSC workers back into

the country.


So, at this point in time, it stills remains an issue that’s outstanding to be resolved.

Government’s just pushing for them to utilise New Zealand-based labour at this point in time,

it would appear. So, I think the pipfruit growers are trying to come up with a myriad of

different options to put in front of the government and looking at how they can allow workers

to come in from COVID-free countries and do that safely with managed quarantine facilities

provided et cetera. But at this stage, it’s not getting a lot of traction, is our understanding.


Wade Gardiner: (Craigs Investment Partners, Analyst) Is there a - I guess a timing deadline

on that in terms of most of the harvest is through March through June. Or most of the

exports, anyway, but what about...


Todd Dawson: It depends on...


Wade Gardiner: (Craigs Investment Partners, Analyst) ...the preparatory work?


Todd Dawson: Yes, that’s right. It depends on the commodity weight. I mean, you’re - at the

moment, there’s some commodities that will want those workers here now to be doing some



of that pre-seasonal crop picking work. The pruning and things that you just mentioned.

Things like the wine industry, equally cherries and things like that, too. We know that they are

struggling.


That’s not such a big commodity for the Hawke’s Bay but for the South Island but they would

ideally be landing workers here in the Hawke’s Bay around about now to be starting to do

that pre-work pruning and getting everything set up in readiness for the harvest to be starting

to be picked in late January, early February. Yes.


Wade Gardiner: (Craigs Investment Partners, Analyst) Okay. Then final question for me, just

in terms of the dividend. I mean, yes, the NZ$0.05 was different to the original PFI forecast

and it’s - and also, I guess different to what I understood the dividend policy to be. To be

around 70% of free cash flow. So, what should we - or how should we view it going forward?


Kristen Lie: Well I think as Alasdair outlined, there was a bunch of factors that were

incorporated into the decision on where to land. This year is - we’ve met the numbers that we

are signalling a bit of a change - a definite change going into next year. They dynamics and

the Board has taken account that the current outlook and where we’re going with a sort of a

prudent overview or lens in terms of managing the balance sheet going forward.


I think the policy as written basically allows for that in terms of taking into consideration, I

think, all those factors. So, I can’t really speak for the Board and maybe Alasdair wants to

add something here but I think the policy still stands and we’ll take it as it comes in terms of

see where we go from here.


Alasdair Macleod: Yes, I don’t have a lot to add to that, Wade. The policy is quite clear that

the Board has to take into account the general business environment and future funding

requirements and so on. As a Board, we’re trying to manage risk.


You’ve already had discussion around the earnings outlook and acknowledgement that

cruise has gone from next year - or this current year. Todd’s talked about the challenges of

getting labour into the pipfruit sector so we’re still faced with massive uncertainties and we

are being - taking a prudent long-term view.


Wade Gardiner: (Craigs Investment Partners, Analyst) Okay, thank you.


Operator: There are no further questions at this time. I’ll now hand back for brief closing

remarks.


Kristen Lie: Well thank you everyone for joining us and for your questions. That ends our

presentation and just once again, thank you very much and have a good day and goodbye.


Operator: That does conclude our conference for today. Thank you for participating, you may

now disconnect.


End of Transcript

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