Freightways Group Limited logo

Half Year Results to 31 Dec 2020 and Interim Dividend

Half Year Results21 February 2021FRWIndustrials

1

Results for announcement to the market

Name of issuer FREIGHTWAYS LIMITED

Reporting Period 6 months to 31 December 2020

Previous Reporting Period 6 months to 31 December 2019

Currency New Zealand dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$410,332 29%

Total Revenue $410,332 29%

Net profit/(loss) from

continuing operations

$21,967 (25%)

Total net profit/(loss)

$21,967 (25%)

Final Dividend

Amount per Quoted Equity

Security

$0.21527778

Imputed amount per Quoted

Equity Security

$0.06027778

Record Date 12 March 2021

Dividend Payment Date 1 April 2021

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

($0.88) ($0.58)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the section “Half Year Review” for commentary.

Authority for this announcement

Name of person


authorised

to make this announcement

Stephan Deschamps

Contact person for this

announcement

Stephan Deschamps

Contact phone number +64 27 562 5666

Contact email address stephan.deschamps@freightways.co.nz

Date of release through MAP


22/02/2021



Unaudited financial statements accompany this announcement.

---

Section 1: Issuer information
Name of issuer Freightways Limited

Financial product name/description Fully Paid Ordinary Shares

NZX ticker code FRE

ISIN (If unknown, check on NZX

website)

NZFREE0001S0

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year Quarterly

Half Year X Special

DRP applies

Record date 12 March 2021

Ex-Date (one business day before the

Record Date)

11 March 2021

Payment date (and allotment date for

DRP)

1 April 2021

Total monies associated with the

distribution

1


$25,658,000

Source of distribution (for example,

retained earnings)

Current earnings for the year ending 30 June 2021

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.21527778

Gross taxable amount

3

$0.21527778

Total cash distribution

4

$0.15500000

Excluded amount (applicable to listed

PIEs)

$-

Supplementary distribution amount $0.02735294

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed

If fully or partially imputed, please

state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.06027778


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.


6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

Resident Withholding Tax per
financial product

$0.01076389

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

N/A

Start date and end date for

determining market price for DRP

N/A N/A

Date strike price to be announced (if

not available at this time)

N/A


Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

N/A


DRP strike price per financial product

N/A


Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

N/A


Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Stephan Deschamps

Contact person for this

announcement

Stephan Deschamps

Contact phone number +64 27 562 5666

Contact email address stephan.deschamps@freightways.co.nz

Date of release through MAP


22/02/2021

---

FREIGHTWAYS HALF YEAR
RESULTS PRESENTATION

for the six months ended 31 December 2020

Highlights
–Growth in courier revenue of x%

through a combination of; organic &

market share gains (including new

courier users) and Pricing For Effort

–Growth in Big Chill 3PL and

distribution revenue of y% with

pleasing utilisation of facilities and

network resources

–PFEreached 97c per item by

December which delivered both

increased contractor earnings, up

6.5% year on year, and improved B2C

margin

–Storage revenue has increased by 4%

over 1H with utilisation now at 83% in

NZ and 70% in AU

–Activity revenue (media and

documents) is 17% below the pcp due

to lower levels of activity through

lockdown (particularly in AU)

–Print and copy margins have improved

steadily over the 1H

–Secure Destruction has rebounded in

NZ and is improving in AU

–Medical Waste business has grown

and even though demand has fallen

off the peak in Victoria we have a

sustainably larger business going into

2H

The financial results in this presentation should be read in

conjunction with the abridged financial statements for the six

months ended 31 December 2020 which can be found in the NZX

preliminary results announcement.

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Highlights
–Growth in courier revenue of 12%

through a combination of organic &

market share gains (including new

courier users) and Pricing For Effort

–Growth in Big Chill transport and

3PLrevenue of 10% (over their pcp)

with pleasing utilisation of facilities and

network resources

–PFEreached $1.01 per item by

December, which delivered improved

B2Cmargin

–Trans Tasman revenue contributed

around 3% to EP in the half

–Contractor earnings up 10% for the

half v. the pcp

–Storage revenue has increased over

the pcpwith utilisation now at 83% in

NZ and 70% in AU

–Activity revenue (media and

documents) isbelow the pcpdue to

lower levels of activity through

lockdown (particularly in AU)

–Print and copy margins have improved

steadily over the 1H

–Secure Destruction has rebounded in

NZ and is improving slowly in AU

–Medical Waste has grown strongly

andwe have a sustainably larger

business going into 2H

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Financial Summary
for the six months ended 31 December 2020

NOTES

i. Operating profit before interest, tax and amortisation, before change in fair value of contingent consideration – BCD.

ii. Operating profit before interest, tax and amortisation.

iii. Net profit after tax (NPAT), before change in fair value of contingent consideration – BCD.

iv. Profit for the half year attributable to shareholders.

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

HY21HY20Change

$M$M%

Revenue410.3 318.9 28.7

EBITA, before change in fair value of contingent

consideration – Big Chill Distribution Limited (BCD)

i.71.0 50.1 41.7

Change in fair value of contingent consideration – BCD(19.2)0.0

EBITAii.51.8 50.1 3.4

NPAT, before change in fair value of contingent

consideration – BCD

iii.41.2 29.2 41.0

Change in fair value of contingent

consideration – BCD

(19.2)0.0

NPATiv22.0 29.2 (24.8)

Basic EPS (cents)

(before change in fair value of contingent consideration -

BCD)

24.9 19.5 27.7

Change in fair value of contingent
consideration (Non-recurring Item)

2021

Non-recurring expense of $19.2 million (no tax applicable) in respect of a change in fair value of contingent consideration (increasing

accrual for estimated future Big Chill (BCD) final settlement payment). Stronger than expected performance for the half year ended 31

December 2020, combined with the expectation that this performance will be maintained, has substantially increased the estimated

discounted future final payment from $27.2 million to $46.8 million. A $0.4 million interest charge was expensed during the period,

representing the unwinding of the discounted amount.Generally Accepted Accounting Practice (GAAP) requires that this increase in final

payment accrual be included in the income statement rather than adjusted against goodwill.

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

NOTES
* Other includes Digital Services, Print & Copy and Cold Storage revenue

Revenue Segmentation

for the six months ended 31 December 2020

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

HY21HY20Change

$M$M%

Express package & refrigerated transport296.0209.441.3

Postal24.827.2(8.7)

Storage & handling30.031.2(3.8)

Destruction activities35.531.911.5

Other23.919.224.8

Total revenue 410.3318.928.7

HY21HY20Change
$M$M%

Operating Revenue84.982.33.2

EBITDA26.523.015.0

EBITA15.612.623.4

EBITA Margin18.4%15.4%

HY21HY20Change

$M$M%

Operating Revenue327.7237.637.9

EBITDA74.449.849.5

EBITA57.439.944.1

EBITA Margin17.5%16.8%

Information Management

for the six months ended 31 December 2020

Express Package & Business Mail

for the six months ended 31 December 2020

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Express Package
Freightways Limited and itssubsidiaries.

Half Year Report ended 31 December 2020.

19%

21%

20%

19%

19%

22%

0%

5%

10%

15%

20%

25%

Jul-20Aug-20Sep-20Oct-20Nov-20Dec-20

B2C Proportion

% OF NETWORK

ITEMS

Note: Excludes point to point and dedicated B2C items

39%

52%

50%

37%

34%

46%

0%

10%

20%

30%

40%

50%

60%

JulAugSepOctNovDec

B2C Item Growth vs 2019

ITEMS

Express Package
Freightways Limited and itssubsidiaries.

Half Year Report ended 31 December 2020.

$0.71

$0.92

$0.94

$0.96 $0.96

$1.01

$-

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

Jul-20Aug-20Sep-20Oct-20Nov-20Dec-20

Pricing For Effort Trend

PFE PER ITEM

NPS
13.3

27.1

20.3

22.7

32.7

0

5

10

15

20

25

30

35

Net Promoter Score -Network Couriers

Express Package

Freightways Limited and itssubsidiaries.

Half Year Report ended 31 December 2020.

9%

14%

10%

9%

9%

10%

0%

2%

4%

6%

8%

10%

12%

14%

16%

JulAugSepOctNovDec

Growth in Network Courier Items v 2019

Volume Trend EP

% GROWTH IN ITEMS

Note: Excludes point to point and dedicated B2C items

Information Management and
Secure Destruction Metrics

Freightways Limited and itssubsidiaries.

Half Year Report ended 31 December 2020.

-16.0

-14.0

-12.0

-10.0

-8.0

-6.0

-4.0

-2.0

0.0

JulAugSepOctNovDec

% Change

Months

Australian Secure Destruction and

Medical Waste Bin Swaps v 2019

0

50

100

150

200

250

JulAugSepOctNovDec

% Change

Med-X Revenue Growth v 2019

Balance Sheet
KEY POINTS

•Total assets increased from FY20 by $9m, including $11m increase in cash &

cash equivalents and higher trade & other receivables from increased activity

and timing of receipts ($7m), partially offset by decrease in property, plant &

equipment ($3m) and right-of-use assets ($5m) due to depreciation.

•Total liabilities decreased from FY20 by $11m, including:

–$40m decrease in borrowing as a result of repayments from positive cash

flows from operations

–$19m increase in payables in respect of change in fair value of contingent

consideration (increasing accrual for estimated future Big Chill (BCD) final

settlement payment)

–$14m increase in trade and other payable from increased activity and

timing of payments

–Prudential increase of doubtful debt provisions to 3.4% of debtors

•Gearing as at 31 December 2020 is 30% (excluding lease liabilities related to

NZ IFRS16) and 57% (including lease liabilities related to NZ IFRS16).

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Cashflow
KEY POINTS

•Cash generated from operations of $104m was $42m above the PCP due to

strong results compared to PCP and the inclusion of Big Chill (acquired on 1

April 2020)

•Net cash inflows from operating activities (i.e. after deducting interest and tax

payments) were $39m above the PCP

•Interest paid increased reflecting higher average debt level during this half

year, following the BCD acquisition, compared to the PCP.

•Cashflows from investing activities were down $19m on the PCP with no

acquisitions made during the period.

•The $35m increase in cash outflows from financing activities compared to the

PCP reflects:

‒repayment of $41m of debt compared to drawdown of $13m in the PCP

‒$6m increase in lease payments, partly due to inclusion of Big Chill

‒no dividend paid this period compared to $24m of dividend paid in the

PCP

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

2020
Full Year Actual

$M

2021

Full Year Forecast

$M

Capital Expenditure2320 - 22

Depreciation and software amortisation

(including impact of NZ IFRS 16)

4759*

Depreciation and software amortisation

(excluding impact of NZ IFRS 16)

1822*

* Increase from FY20 predominantly due to the annualised impact of depreciation on assets of businesses acquired in FY20

Capital Expenditure

for the six months ended 31 December 2020

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

•INTERIM DIVIDEND: 15.5 cps
•IMPUTATION CREDITS: 6.0278 cps (fully imputed at 28% tax rate)

•SUPPLEMENTARY DIVIDEND: 2.7353 cps

•RECORD DATE: 12 March 2021

•PAYMENT DATE: 1 April 2021

•THE DRP WILL NOT BE OFFERED FOR THIS DIVIDEND

Dividend

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

STRATEGY
Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Express Package
STRATEGY

•Pricing For Effort will be used to target those areas of our business where

the price does not yet fully reflect the true cost of performing the service:

Stage II of PFE was launched effectiveAugust at an additional 50c per

residential delivery. In Stage III, a final additional tranche of 50c per

residential delivery was levied from February2021

•New services will be launched where market demand exists: NOW Couriers

same-day-guaranteed service and evening delivery services werelaunched

in Auckland in late 2020. KiwiDrive was launched in April 2020. There are a

number ofnewopportunities being investigated in 2021

•New customer facing systems are being launched to NOW Couriers

customers, and will later be implemented in the other brands, to improve

customer experience by providing better visibility and improved freight

management tools

•Big Chill will assess opportunities to further grow the networkalong with

adoption of courier technology for express chilled parcels

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Express Package
Business Mail

STRATEGY

•Continue to expandour network to meet customer demand and achieve

greater efficiencies in the last mile

•Provide customers with a multi-channel offer (digital and physical mail)

•Provide high levels of service at premium prices

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Express Package
Information Management

STRATEGY

•Target high-security 3PL customers to fill excess capacity at sites wheresite

utilisation is low

•Further streamline AU cost base to improvemargins

•Continue to provide high service levels to the AU digitalisation project which

has commenced.Timing of project has been COVID impacted with more of

the margin now expected in H2.

•Pursue digitalisation opportunities in the pipeline for FY22

•Develop new services to market to our large NZ and AU customer bases

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Express Package
Secure Destruction

STRATEGY

•Grow the Med-X brand through AU

•Continue to target market share gains and find innovative ways of targeting

customers who have relocated from CBD zones

•Invest in high value waste streams and recycling opportunities to divert

waste from landfill and improve circular economies

•Use a combination of acquisition, alliance and start-ups to grow scale

•Generate transport efficiencies across the Shred-X and Med-X fleets

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Express Package
Product Development

STRATEGY

•The Startery – dedicated resource to design and test new products and

services in conjunction with our businesses

•Specialised skills and processes to develop ideas that leverage design

thinking, lean start-up and business model canvas methodologies

•Primarily focussed on opportunities and ideas that are aligned or

complementary to existing business activities

•Operational for 18 months – in that time, we have launched two new

services

•The Startery has seven new product opportunities currently at various

stages of the design process

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Outlook
Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

•Whilst the economic environment remains uncertain, we are encouraged by the strong

trading results achieved in the first half of FY21

•We would expect that

–In Express Package, volume will be influenced by macro-economic activity, new

consumption trends and supplemented by new business wins;

–In Information Management, whilst storage revenues are resilient, activity-based

revenue streams will relyon CBD workers returning to offices.

•We have well-established systems and processes to revert to if we experience another

lockdown in NZ or AU. EP volumes will generally benefit in level 2 and 3, whereas

IMactivity will typically decline.

•We will continue to review the portfolio of services we provide with a view to delivering

superior long-term value to shareholders through short, medium and long-term initiatives.

•The company will continue to consider acquisition opportunities that are complementary to

our existing operations and capabilities.

WhileFY21hasstartedstronglyforFreightways,weareawarethatwemust
notbecomplacent- thatfactorsbeyondourimmediatecontrolwillrequireus

to actasswiftlyaswehavedemonstratedwecanin thepast.

Weareproudofourachievementstodateingrowingcontractorincomes,

developingnewservicesandreducingemissionsperitem. Wewillactively

explorefutureopportunitiesto enhanceourpositionin thesekeyESGareas.

Conclusion

The Freightways directors would again like to thank the efforts of every one of our people

across Australasia during these exceptional times.

Freightways Limited and itssubsidiaries.

Half Year Report ended 31 December 2020.

Appendix: Reconciliation of GAAP
for the six months ended 31 December 2020

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Freightways Group

NOTE

•GAAP – Generally Accepted Accounting Principles (IFRS-compliant)

•The table above shows a reconciliation from GAAP to results excluding the impact of NZ

IFRS16 and change in fair value of contingent consideration –Big Chill Distribution

Limited (BCD)

HY21HY20Change

$M$M%

Operating Revenue410.3318.928.7

EBITDA (GAAP)80.671.313.1

Add back: Change in fair value of contingent consideration – BCD19.2-

Less: NZ IFRS16 adjustment(21.6)(15.1)42.3

EBITDA (before NZ IFRS16 and change in fair value of contingent

consideration – BCD)

78.256.139.4

EBITA (GAAP)51.850.13.4

Add back: Change in fair value of contingent consideration – BCD19.2-

Less: NZ IFRS16 adjustment(3.6)(2.4)48.7

EBITA (before NZ IFRS16 and change in fair value of contingent

consideration – BCD)

67.447.741.3

Appendix: Reconciliation of GAAP to pre-NZ IFRS16
for the six months ended 31 December 2020

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Express Package & Business Mail

HY21HY20Change

$M$M%

Operating Revenue327.7237.637.9

EBITDA (GAAP)74.449.849.5

Less: NZ IFRS16 adjustment(12.7)(6.4)99.0

EBITDA (before NZ IFRS16)61.743.442.2

EBITA (GAAP)57.439.944.1

Less: NZ IFRS16 adjustment(1.7)(0.8)115.2

EBITA (before NZ IFRS16)55.739.142.6

NOTE

GAAP – Generally Accepted Accounting Principles (IFRS-compliant)

Appendix: Reconciliation of GAAP to pre-NZ IFRS16
for the six months ended 31 December 2020

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

Information Management

HY21HY20Change

$M$M%

Operating Revenue84.982.33.2

EBITDA (GAAP)26.523.015.2

Less: NZ IFRS16 adjustment(8.7)(8.6)1.7

EBITDA (before NZ IFRS16)17.814.423.3

EBITA (GAAP)15.612.623.8

Less: NZ IFRS16 adjustment(1.9)(1.6)16.9

EBITA (before NZ IFRS16)13.711.024.8

NOTE

GAAP – Generally Accepted Accounting Principles (IFRS-compliant)

Freightways Limited and itssubsidiaries
Half Year Report for the six months ended 31 December 2020

Highlights
–Growth in courier revenue of x%

through a combination of; organic &

market share gains (including new

courier users) and Pricing For Effort

–Growth in Big Chill 3PL and

distribution revenue of y% with

pleasing utilisation of facilities and

network resources

–PFEreached 97c per item by

December which delivered both

increased contractor earnings, up

6.5% year on year, and improved B2C

margin

–Secure Destruction has rebounded in

NZ and is improving in AU

–Medical Waste business has grown

and even though demand has fallen

off the peak in Victoria we have a

sustainably larger business going into

2H

Disclaimer. This presentation has been prepared by Freightways Limited ("Freightways") for information purposes only. This presentation is not a product

disclosure statement, prospectus or investment statement. Nothing in this presentationconstitutes an invitation to subscribe for shares, securities or

financial products in Freightways. Nothing in this presentation constitutes legal, accounting, financial or taxation advice or any other advice of any kind.

Any investor should consulttheir own professional advisors and conduct their own independent investigation of Freightways and the information

contained in this presentation, including any statements relating to the future performance of Freightways. The information in this presentation is given in

good faith and has been obtained from sources believed to be reliable and accurate at the date of this presentation. This presentation may include

forward

‐looking statements regarding future events and the futurefinancial performance of Freightways. Such forward‐looking statements are based on

current expectations and involve risks and uncertainties. Actual results may be materially different from those stated in anyfo rward

‐looking statements.

Nothing contained in this document is or should be relied on as a promise as to the future performance or condition of Freightways or as to any other

future events. Except as required by law or the NZX Listing Rules, Freightways undertakes no obligation to update any forward

‐looking statements,

whether as a result of new information, future events or otherwise or to report against any forward

‐looking statements. None of Freightways, their

affiliates, ortheir respective advisers or representatives, give any warranty or representation as to the accuracy or completeness of the information

contained in this presentation, and exclude their liability to the maximum extent permitted by law.

.

Freightways Limited and itssubsidiaries

Half Year Report for the six months ended 31 December 2020

---

FREIGHTWAYS LIMITED














Half Year Report

December 2020






1



HALF YEAR REVIEW

From the Chairman and Chief Executive Officer


Freightways is a resilient and entrepreneurial business. This has been demonstrated through the most disruptive

challenge we have seen in recent times. The ability for our teams to respond to the pandemic and safely provide

essential services has been illustrated over the last 9 months through initiatives such as: the swift establishment

of a temporary international airfreight service for NZ exporters from scratch; providing high levels of service

despite the rapid acceleration of express package and medical waste volumes; growing our contractors’

incomes far in excess of normal wage growth; and maintaining a workforce of 5,000 people pre and post the

initial lockdowns.

Our service performance has been recognised, by both current and newly acquired customers, with our

businesses gaining positive feedback and achieving their highest ever NPS scores, which is a tribute to our

culture, systems and experienced teams of people.

This has translated into a very solid performance across all our business units during the first half of this year.

Through a combination of organic growth and new-customer acquisition, as well as a very focused control of

costs, we have delivered results that we are very proud of. The performance of our new acquisition, Big Chill,

has also been very strong and has resulted in an increase of $19.2m in the accrual for the final payment of the

purchase price (part of the contracted arrangement provided for a final payment which would be reflective of

performance post purchase). This impacts our reported NPAT for the half year.

COVID-19 lockdowns affect our businesses in different ways. While the harshest level 4 lockdowns present

significant efficiency, resourcing and financial challenges, outside of level 4 we have seen several new

dynamics establish themselves – a larger market for courier services driven heavily by eCommerce and a

higher awareness and demand for medical waste disposal. Our Pricing For Effort (PFE) strategy has seen

improved margins and enabled us to allocate the appropriate level of contractor income for the increased

volume of B2C deliveries which have been performed with a superior level of reliability. On the negative side,

we have had to adapt to lower levels of office activity among our customers in our Information Management

businesses, which we have partially offset by repurposing vehicles and re-training people to provide alternate

services.

We have made strategic investments in R&D through establishing a product development team - The Startery

– which is charged with developing complementary revenue streams for our businesses so that we can leverage

horizon 1 (mature) business with horizon 2 and 3 (emerging) opportunities.

As we head into 2021, we are conscious that we operate in a carbon emitting industry (by virtue of the vehicles

and aircraft we operate either directly or through contracts) and that operating sustainably is critical for the

future of our environment. While we have made great strides in reducing our relative emissions per item

through optimisation of the routes and size of our fleets and adopting modern vehicles, we also continue to

monitor alternative fuel cell vehicle development that will eventually allow us and our contractors to achieve

step changes in carbon reduction. Key to this will be to ensure our contractors are in a position to switch from

diesel to alternative fuel cell technology. Within our Secure Destruction business we are investing in our ability

to grow circular economy initiatives - through our ability to pick-up, process and deliver high-value waste.

From an efficient platform (document destruction where we already divert 50,000 tonnes of paper fibre from

landfill), we are adding new high-value waste streams to be repurposed and recycled. We intend to use the

power of our networks to pick-up, process (shredding, treating) and deliver to those who demand the end

product - reliably and efficiently.


2


Through the latter half of 2020 we have been encouraged by growing eCommerce demand fuelling greater

express package volume. This will help our industry grow profitably for those who can meet its challenges.

We are also excited by the emphasis on waste reduction and increased sustainability initiatives which our

destruction business can leverage.

Freightways is well positioned to take advantage of the opportunities that are in front of us with loyal

customers, high-performing businesses, a strong balance sheet as well as experienced and adaptable teams.

We will return to paying a dividend in April 2021 based on the strong performance of the business in the first

half of FY21.

Divisional performance

Each division’s highlights are listed below along with the strategic priorities for FY21.

Express Package & Business Mail

 Experienced strong volume growth from new and existing customers. The EP brands were successful in

winning market share and helping new-to-market customers with their logistics needs. This resulted in

11% improvement in volume over the pcp.

 B2C deliveries also contributed positively to revenue and contractor incomes without negatively impacting

margins. B2C deliveries increased by 46% over the pcp with peaks during level 2 and 3 lockdowns

establishing a sustainable higher base volume for 2021.

 PFE peaked at $1.01 per item in the 1

st

half of FY21, which has assisted courier incomes to grow by an

average of 10% on the pcp.

 Service performance was particularly strong in spite of materially higher volumes and this was no better

demonstrated than through the Xmas peak season. NPS score for all brands have shown consistent

improvement through the year.

 Big Chill achieved high levels of utilisation for their new 3PL facility in Auckland which aided margins

and also saw increased volume from existing and new customers driving revenue growth of 10%. The

strong performance of Big Chill is also reflected in the forecast final instalment to be paid to the vendors

of the business for its acquisition in FY22. Based on the trading results this year, we have increased our

provision by $19.2m.

 While the Trans-Tasman airfreight scheme ended for Freightways at the end of November, the operation

contributed meaningfully to the business and more importantly for our customers over a 6-month period

and gives the group a new-found capability which may present opportunities if international lockdowns

persist over the coming year.

 By December DX Mail volumes were up 3.9% on the pcp which was a pleasing result and suggest the

various lockdowns have not had a detrimental effect on physical mail volumes.


The year ahead

Express Package will continue to focus on building a strong and profitable market position through providing

superior levels of service and pricing our services appropriately.

This focus will include introducing a further phase of our pricing for effort (PFE) strategy for B2C deliveries

in February 2021. This will finalise the B2C pricing required to ensure well paid and sustainable courier runs

are the norm, rewarding effort appropriately as well as establishing a sustainable operating margin for B2C

deliveries.

Our new customer facing IT systems are being launched, starting with NOW Couriers and, as they are fully

tested by their customers and refined, will be rolled out across our other EP brands.


3

NOW Couriers’ guaranteed same-day Auckland service has proven to be a successful model. It builds upon

our PFE strategy of rating local same day deliveries appropriately for the effort required and gives our

customers market leading local delivery performance.

The Big Chill network has expanded storage facilities over the last year in: Auckland, Wellington and Hawkes

Bay and we will continue to invest to meet increasing demand in strategic locations. Work will commence on

new market opportunities for Big Chill, some of which will leverage the ability to provide a last-mile express

delivery service to customers as well as continuing to improve their customer experience by leveraging our

suite of express package technology.

DX Mail will continue to develop their physical networks in response to demand and our multi-channel

offering through closer alignment with Dataprint’s capabilities.

Information Management & Secure Destruction

 We achieved incremental gains in storage volume through the first half of FY21 but understandably many

prospective clients had bigger issues to manage through the period – particularly in markets such as

Melbourne, Sydney and Auckland. Utilisation has improved to 83% for NZ and 70% for Australia.

 Demand for pick-up and delivery of archives and media tapes is lower in both NZ and Australia.

 Our litigation support services – in particular print and copy services - have improved their profitability

through a number of initiatives to streamline the ways customers interact with us and managing the level

of resource required accordingly.

 The Australian digitalisation project continues and is expected to carry on well into FY22 but at lower

levels of monthly revenue than initially expected.

 Document destruction has recovered to pre-COVID levels in NZ and is slowly recovering in Australia as

people return to offices in Victoria and, to a lesser extent, Sydney.

 Medical Waste revenue was up 100% on the pcp and while there will be peaks around lockdowns, we now

have a substantially larger business than we did pre-COVID.


The year ahead

There are a number of promising avenues to increase facility utilisation in NZ and Australia over the remainder

of FY21 whilst still allowing flexibility to cater to growth in archives when customers return to BAU. There

is also an encouraging pipeline of digitalisation opportunities in Australia, which our team will look to

capitalise on to provide on-going revenue in FY21.

In addition to continuing to grow our presence in Medical Waste, we will invest in collecting new high-value

waste streams that can be diverted from landfill or treated to add value.

Balance sheet strength

Capital expenditure for FY21 is forecast to be in a range of $20-22m in FY21 and spent on a range of IT

development projects, replacement of vehicles and freight handling equipment. Our gearing continues to

reduce, as expected following the BCD acquisition. We remain committed to a solid investment-grade debt

profile.

Outlook

Whilst the immediately foreseeable economic climate remains uncertain, we are encouraged by the strong

trade in Express Package and the resilience of our Information Management businesses, as demonstrated in

our results over the first half of FY21.

We would expect that:

 In Express Package, our existing volumes will be supplemented by market share gains and the growth

of eCommerce while our existing B2B volume will be influenced by macro-economic activity;


4

 In Information Management, whilst storage revenues will remain resilient, our activity-based revenue

streams will be driven by the number of people returning to office environments, noting this could be

lower than pre-COVID-19.

We have well-established systems and processes to be able to adapt to any future lockdowns in NZ or Australia

and we can reasonably expect that B2C Express Package volumes will accelerate in a level 2 or 3 lockdown

and that IM activity will decline as office workers move to working from home.

Our portfolio of services will be continually reviewed with a view to delivering superior long-term value to

shareholders by assessing our short, medium and long-term opportunities and applying the best allocation of

capital to them.

The company will continue to consider growth or acquisition opportunities that may be complementary to our

existing operations and capabilities.

We are proud of our achievements to date in growing contractor incomes, developing new services and

reducing emissions per item. We will actively explore future opportunities to enhance our position on these

key ESG areas.

The Freightways directors would again like to acknowledge the efforts of every one of our team across

Australasia.







Mark Verbiest Mark Troughear

Chairman Chief Executive Officer


22 February 2021







PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s review report

To the shareholders of Freightways Limited


Report on the consolidated financial statements


Our conclusion

We have reviewed the consolidated financial statements of Freightways Limited (the Company) and its

subsidiaries (the Group), which comprise the consolidated balance sheet as at 31 December 2020, and

the consolidated income statement, the consolidated statement of comprehensive income, the

consolidated statement of changes in equity and the consolidated statement of cash flows for the six

month period ended on that date, and significant accounting policies and other explanatory

information.

Based on our review, nothing has come to our attention that causes us to believe that the

accompanying consolidated financial statements of the Group do not present fairly, in all material

respects, the financial position of the Group as at 31 December 2020, and its financial performance

and cash flows for the six months then ended, in accordance with International Accounting Standard

34 Interim Financial Reporting (IAS 34) and New Zealand Equivalent to International Accounting

Standard 34 Interim Financial Reporting (NZ IAS 34).

Basis for conclusion

We conducted our review in accordance with the New Zealand Standard on Review Engagements 2410

(Revised) Review of Financial Statements Performed by the Independent Auditor of the Entity (NZ

SRE 2410 (Revised)). Our responsibilities are further described in the Auditor’s responsibilities for the

review of the financial statements section of our report.


We are independent of the Group in accordance with the relevant ethical requirements in New Zealand

relating to the audit of the annual financial statements, and we have fulfilled our other ethical

responsibilities in accordance with these ethical requirements. In addition to our role as auditor, our

firm carries out other services for the Group of agreed upon procedures over the poll for the

shareholder resolutions at the Annual General Meeting and Executives’ remuneration benchmarking.

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

Directors’ responsibility for the financial statements

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

presentation of these consolidated financial statements in accordance with IAS 34 and NZ IAS 34 and

for such internal control as the Directors determine is necessary to enable the preparation and fair

presentation of consolidated financial statements that are free from material misstatement, whether

due to fraud or error.

Auditor’s responsibility for the review of the financial statements

Our responsibility is to express a conclusion on the consolidated financial statements based on our

review. NZ SRE 2410 (Revised) requires us to conclude whether anything has come to our attention

that causes us to believe that the consolidated financial statements, taken as a whole, are not prepared

in all material respects, in accordance with IAS 34 and NZ IAS 34. A review of consolidated financial

statements in accordance with NZ SRE 2410 (Revised) is a limited assurance engagement. We perform

procedures, primarily consisting of making enquiries, primarily of persons responsible for financial

and accounting matters, and applying analytical and other review procedures.



PwC 2

The procedures performed in a review are substantially less than those performed in an audit

conducted in accordance with International Standards on Auditing and International Standards on

Auditing (New Zealand) and consequently does not enable us to obtain assurance that we might

identify in an audit. Accordingly, we do not express an audit opinion on these consolidated financial

statements.

Who we report to

This report is made solely to the Company’s Shareholders as a body. Our review work has been

undertaken so that we might state to the Company’s Shareholders those matters which we are required

to state to them in our review report and for no other purpose. To the fullest extent permitted by law,

we do not accept or assume responsibility to anyone other than the Shareholders, as a body, for our

review procedures, for this report, or for the conclusion we have formed.

The engagement partner on the review resulting in this independent auditor’s review report is Keren

Blakey.


For and on behalf of:






Chartered Accountants Auckland

22 February 2021



7


FREIGHTWAYS LIMITED

CONSOLIDATED INCOME STATEMENT

for the half year ended 31 December 2020 (unaudited)




Note

6 mths

ended

31 Dec 2020

$000

6 mths

ended

31 Dec 2019

$000

Variance

%


Operating revenue

4 & 5

410,332 318,914 29%





Transport and logistics expenses


(162,216) (124,672) 30%

Employee benefits expenses


(112,667) (92,440) 22%

Occupancy expenses


(3,585) (2,623) 37%

General and administrative expenses


(32,061) (27,890) 15%

Change in fair value of contingent consideration – Big

Chill Distribution Limited

10 (19,200) - 100%

Depreciation and software amortisation


(28,809) (21,178) 36%

Amortisation of intangibles

11

(3,791) (1,151) 229%

Operating profit before interest and income tax

4

48,003 48,960 (2%)

Net interest and finance costs


(11,222) (8,530) 32%

Profit before income tax


36,781 40,430 (9%)

Income tax


(14,814) (11,235) 32%

Profit for the period


21,967 29,195 (25%)




Profit for the period attributable to:



Owners of the parent


21,930 29,173 (25%)

Non-controlling interests


37 22 68%



21,967 29,195 (25%)




Earnings per share for the period*:



Basic earnings per share (cents)


13.3 18.8

Diluted earnings per share (cents)


13.2 18.8


*Basic and diluted earnings per share for the 6 months ended 31 December 2020 calculated on the profit for the

period attributable to shareholders, excluding Change in fair value of contingent consideration – Big Chill

Distribution Limited, are 24.9 cents and 24.8 cents, respectively.






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



8



FREIGHTWAYS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the half year ended 31 December 2020 (unaudited)



6 mths ended

31 Dec 2020

$000

6 mths ended

31 Dec 2019

$000


Profit for the period 21,967 29,195


Other comprehensive income

Items that may be reclassified subsequently to profit or loss:


Exchange differences on translation of foreign operations

(2,817) (437)

Cash flow hedges taken directly to equity, net of tax

(701) 890

Total other comprehensive income after income tax (3,518) 453


Total comprehensive income for the period 18,449 29,648


Total comprehensive income for the period is attributable to:

Owners of the parent 18,412 29,626

Non-controlling interests 37 22

18,449 29,648


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



FREIGHTWAYS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the half year ended 31 December 2020 (unaudited)


GROUP Contributed

equity

Retained

earnings

Cash flow

hedge

reserve

Foreign

currency

translation

reserve

Non-

controlling

interests

Total equity



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

Balance at 1 July 2020

180,630 142,746 (2,075) (4,635) 114 316,780

Profit for the period


- 21,930 - - 37 21,967

Exchange differences on translation of foreign operations


- - - (2,817) - (2,817)

Cash flow hedges taken directly to equity, net of tax


- - (701) - - (701)

Total Comprehensive Income


- 21,930 (701) (2,817) 37 18,449

Dividend payments


- - - - - -

Shares issued


1,391 - - - - 1,391

Balance at 31 December 2020


182,021 164,676 (2,776) (7,452) 151 336,620




Balance at 1 July 2019


126,440 157,226 (3,901) (5,879) 124 274,010

Impact of adoption of NZ IFRS 16


- (16,499) - - - (16,499)

Restated Balance at 1 July 2019


126,440 140,727 (3,901) (5,879) 124 257,511

Profit for the period


- 29,173 - - 22 29,195

Exchange differences on translation of foreign operations


- - - (437) - (437)

Cash flow hedges taken directly to equity, net of tax


- - 890 - - 890

Total Comprehensive Income


- 29,173 890 (437) 22 29,648

Dividend payments


- (24,084) - - - (24,084)

Shares issued


729 - - - - 729

Balance at 31 December 2019


127,169 145,816 (3,011) (6,316) 146 263,804



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



FREIGHTWAYS LIMITED

CONSOLIDATED BALANCE SHEET

as at 31 December 2020 (unaudited)



Notes

As at

31 Dec 2020

$000

As at

31 Dec 2019

$000

As at

30 Jun 2020

$000

Current assets

Cash and cash equivalents 27,437 4,272 16,686

Trade and other receivables 106,989 102,119 100,381

Inventories 6,708 6,006 6,019

Income tax receivable - 1,196 384

Total current assets 141,134 113,593 123,470


Non-current assets

Trade receivables and other non-current assets 7,421 3,855 7,348

Property, plant and equipment 131,227 110,600 134,649

Right-of-use assets 273,220 194,948 278,142

Intangible assets 498,511 371,373 498,966

Investment in associates 7,692 7,758 7,842

Total non-current assets 918,071 688,534 926,947

Total assets 1,059,205 802,127 1,050,417


Current liabilities

Trade and other payables 100,747 75,997 87,656

Borrowings (secured) 7 3,861 - 5,210

Lease liabilities 38,602 22,030 30,641

Income tax payable 19,564 3,862 18,824

Provisions 1,638 998 1,225

Derivative financial instruments 422 858 750

Contract liability 14,925 14,641 15,142

Total current liabilities 179,759 118,386 159,448


Non-current liabilities

Trade and other payables 46,798 2,567 27,386

Borrowings (secured) 7 176,744 179,635 216,484

Deferred tax liability 40,493 30,788 41,425

Provisions 6,519 5,152 6,331

Lease liabilities 268,838 198,472 280,431

Derivative financial instruments 3,434 3,323 2,132

Total non-current liabilities 542,826 419,937 574,189

Total liabilities 722,585 538,323 733,637

NET ASSETS 336,620 263,804 316,780


EQUITY

Contributed equity 6 182,021 127,169 180,630

Retained earnings 164,676 145,816 142,746

Cash flow hedge reserve (2,776) (3,011) (2,075)

Foreign currency translation reserve (7,452) (6,316) (4,635)

336,469 263,658 316,666

Non-controlling interests 151 146 114

TOTAL EQUITY 6 336,620 263,804 316,780




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



11

FREIGHTWAYS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

for the half year ended 31 December 2020 (unaudited)




6 mths

ended

31 Dec 2020

$000

6 mths

ended

31 Dec 2019

$000



Inflows

(Outflows)

Inflows

(Outflows)

Cash flows from operating activities



Receipts from customers


405,524 305,501

Payments to suppliers and employees


(301,907) (244,095)

Cash generated from operations


103,617 61,406

Interest received


18 25

Interest and other costs of finance paid


(11,042) (8,844)

Income taxes paid


(17,147) (16,132)

Net cash inflows from operating activities


75,446 36,455




Cash flows from investing activities



Payments for property, plant & equipment


(6,112) (10,508)

Payments for software


(3,163) (1,924)

Proceeds from disposal of property, plant & equipment


93 89

Payments for businesses acquired (net of cash acquired)


16 (7,159)

Payments for investment in associates


- (7,468)

Receipts from joint venture


1,450 702

Cash flows from other investing activities


(63) (77)

Net cash outflows from investing activities


(7,779) (26,345)




Cash flows from financing activities



Dividends paid


- (24,084)

Increase (decrease) in bank borrowings


(40,717) 12,970

Proceeds from issue of ordinary shares


423 453

Principal elements of lease payments


(16,645) (11,129)

Net cash outflows from financing activities


(56,939) (21,790)




Net increase (decrease) in cash and cash equivalents


10,728 (11,680)

Cash and cash equivalents at the beginning of the period


16,686 15,986

Exchange rate adjustments


23 (34)

Cash and cash equivalents at the end of the period


27,437 4,272




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


12


FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)


1. Basis of preparation


The interim financial statements are those of Freightways Limited (the ‘Company’) and its subsidiary

companies (together with the Company, referred to as the ‘Group’). The Company is registered under the

Companies Act 1993 and is an FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act

2013. The financial statements of the Group have been prepared in accordance with the requirements of the

Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.


The financial statements are stated in New Zealand dollars and rounded to the nearest thousand, unless

otherwise indicated.


The consolidated financial statements of the Group have been prepared in accordance with Generally

Accepted Accounting Practice in New Zealand (NZ GAAP). They comply with New Zealand Equivalent to

the International Accounting Standard 34: Interim Financial Reporting (NZ IAS 34) and International

Accounting Standard 34: Interim Financial Reporting (IAS 34) and consequently, do not include all the

information required for full financial statements. These condensed Group interim financial statements

should be read in conjunction with the annual report for the year ended 30 June 2020.


The presentation of the consolidated income statement has been simplified in the current period to remove

the presentation of non-NZ GAAP financial measures as these were not prepared in accordance with NZ

IFRS.


The Group is designated as a for-profit entity for the purposes of complying with NZ GAAP.



2. Accounting policies


The accounting policies and methods of computation are consistent with those used in the most recent annual

report.


There are various standards, amendments and interpretations which were assessed as having an immaterial

impact on the Group. There are no NZ IFRS, NZ IFRIC interpretations or other applicable IFRS that are

effective for the first time for the financial year beginning on or after 1 July 2020 that had a material impact

on the financial statements.



13

FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)


3. Impact of COVID-19


The on-going COVID-19 global pandemic has accelerated a number of trends that were already evident

before the start of the pandemic. Amongst them is a faster adoption of online shopping that positively impacts

volume for Freightways’ express package businesses. At the same time, with a number of information

management’s customers having employees working from home and using less paper, some of the

information management activities continue to recover at a slower pace. This slower recovery is partially

mitigated by continuing to develop new service lines and managing costs. The risk of a resurgence of

COVID-19 in New Zealand or Australia creates a continued level of uncertainty, although Freightways’

businesses are now well prepared to operate efficiently in different levels of lockdown. During the period an

additional $0.9 million was received from the Australian government in relation to the JobKeeper subsidy.

Management and the Directors have considered and concluded that there are no events or changes in

circumstances giving rise to an impairment indicator since the recognition of impairment as at 30 June 2020

and the signing of the 2020 financial statements.



4. Segment reporting


(a) Description of segments


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

the products or services it sells, the primary market it operates in and the risks and returns applicable to it.

Operating segments are reported upon in a manner consistent with the internal reporting used by the Chief

Executive Officer, as the chief operating decision maker, and the Board for allocating resources, assessing

performance and strategic decision making.


The Group is organised into the following reportable operating segments:


Express package & business mail

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


Information management

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


Corporate and other

Comprises corporate, financing and property management services.


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



14

FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)


(b) Segment analysis


Express

package &

business

mail

Information

management

Corporate Inter-

segment

elimination

Consolidated

operations

$000 $000 $000 $000 $000

Half year ended

31 December 2020



Sales to external customers 325,300 84,997 35 - 410,332

Inter-segment sales 2,383 (81) 2,428 (4,730) -

Total revenue 327,683 84,916 2,463 (4,730) 410,332


Operating profit (loss) before

change in fair value of

contingent consideration,

interest, income tax,

depreciation and software

amortisation and amortisation of

intangibles 74,442 26,485 (1,124) - 99,803

Change in fair value of

contingent consideration – Big

Chill Distribution Limited (Note

10) - - (19,200) - (19,200)

Operating profit (loss) before

interest, income tax,

depreciation and software

amortisation and amortisation of

intangibles 74,442 26,485 (20,324) - 80,603

Depreciation and software

amortisation (16,995) (10,883) (931) - (28,809)

Operating profit (loss) before

interest, income tax and

amortisation of intangibles 57,447 15,602 (21,255) - 51,794

Amortisation of intangibles,

excluding software amortisation (2,640) (1,151) - - (3,791)

Operating profit (loss) before

interest and income tax 54,807 14,451 (21,255) - 48,003

Net interest and finance costs (3,201) (2,458) (5,563) - (11,222)

Profit (loss) before income tax 51,606 11,993 (26,818) - 36,781

Income tax (14,158) (3,520) 2,864 - (14,814)

Profit (loss) for the period

attributable to the shareholders 37,448 8,473 (23,954) - 21,967




15


FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)


Segment Reporting (continued)


Express

package &

business

mail

Information

management

Corporate Inter-

segment

elimination

Consolidated

operations

$000 $000 $000 $000 $000

Half year ended

31 December 2019



Sales to external customers 236,635 82,279 - - 318,914

Inter-segment sales 931 - 2,436 (3,367) -

Total revenue 237,566 82,279 2,436 (3,367) 318,914


Operating profit (loss) before

interest, income tax,

depreciation and software

amortisation and amortisation of

intangibles 49,805 23,037 (1,553) - 71,289

Depreciation and software

amortisation (9,929) (10,394) (855) - (21,178)

Operating profit (loss) before

interest, income tax and

amortisation of intangibles 39,876 12,643 (2,408) - 50,111

Amortisation of intangibles,

excluding software amortisation (25) (1,126) - - (1,151)

Operating profit (loss) before

interest and income tax 39,851 11,517 (2,408) - 48,960

Net interest and finance costs (1,399) (2,667) (4,464) - (8,530)

Profit (loss) before income tax 38,452 8,850 (6,872) - 40,430

Income tax (10,574) (2,623) 1,962 - (11,235)

Profit (loss) for the period

attributable to the shareholders 27,878 6,227 (4,910) - 29,195







16

FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)


5. Revenue from Contracts with Customers


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

following major product lines:



Express

Package &

Refrigerated

Transport

Postal

Storage &

Handling

Destruction

Activities

Other Total

Half year ended

31 December 2020

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

Revenue from external

customers

295,974 24,835 30,042 35,545 23,936 410,332

Timing of revenue

recognition:


At a point in time - 1,407 - 9,919 5,047 16,373

Over time 295,974 23,428 30,042 25,626 18,889 393,959

295,974 24,835 30,042 35,545 23,936 410,332


Half year ended

31 December 2019


Revenue from external

customers

209,430 27,205 31,215 31,885 19,179 318,914

Timing of revenue

recognition:


At a point in time - 1,774 - 9,715 5,376 16,865

Over time 209,430 25,431 31,215 22,170 13,803 302,049

209,430 27,205 31,215 31,885 19,179 318,914



6. Equity



Contributed equity


Fully paid ordinary shares

As at 31 December 2020, there were 165,538,104 fully paid ordinary shares on issue (2019: 155,458,437).

All fully paid ordinary shares have equal voting rights and share equally in dividends and surplus on winding

up.


Share rights

During the period, Freightways implemented a new executive Long Term Incentive (LTI) Scheme. This

equity settled scheme replaces the previous senior executive performance share plan. The new LTI Scheme

offers share rights to senior executives, with vesting determined at the end of a 3-year vesting period.

Vesting is subject to the achievement of certain financial hurdles set by the Board and included in the annual

offer of participation to executives. Once is has been determined how many share rights have vested, each

share right will convert to one Freightways fully paid ordinary share at that time.


Share rights of 141,916 and 166,352 were issued on 31 July 2020 and 19 October 2020 respectively to

senior executives under the Freightways LTI Scheme (2019: Nil). As at 31 December 2020, there were

308,268 share rights on issue (2019: Nil). Share rights do not carry a dividend entitlement and are non-

transferable.



17

FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)




Partly-paid ordinary shares

During the period, 63,474 partly-paid shares were redeemed and cancelled (2019: 25,227). As at 31

December 2020, there were 200,342 partly-paid ordinary shares on issue (2019: 263,816). Partly-paid

ordinary shares have no voting rights and no rights to dividends and surplus on winding up.


Employee share plan

On 13 October 2020, the Company issued 125,000 fully paid ordinary shares at $6.64 each to Freightways

Trustee Company Limited, as Trustee for the Freightways Employee Share Plan (2019: 80,000 fully paid

ordinary shares at $7.24 each). In total, participating employees were provided with interest-free loans of

$0.8 million to fund their purchase of the shares in the Share Plan (2019: $0.6 million). The loans are

repayable over three years and repayment commenced in October 2020.



7. Borrowings (secured)


In December 2016, a US$125 million uncommitted finance facility was established with a US-based lender

on the same terms as those that are in place with the existing banking syndicate. Of this facility, the US

dollar equivalent of NZ$10 million and A$30 million has been drawn as at 31 December 2020 (2019: NZ$10

million and A$30 million).


As at 31 December 2020, the Group’s debt facilities with its banking syndicate comprised NZ$213.5 million

and A$90.4 million (2019: NZ$163.5 million and A$90.4 million), of which NZ$69 million and A$61.7

million (2019: NZ$67.5 million and A$68.2 million) had been drawn, respectively.


The Group had an undrawn bank overdraft facility of NZ$8 million available (2019: NZ$8 million).


The Group also has a fleet financing facility with a NZ$6 million (2019: Nil) limit operated by Big Chill

Distribution Limited. As at 31 December 2020, NZ$3.9 million (2019: Nil) of the fleet financing facility

has been drawn. This facility is scheduled to be repaid progressively by April 2021 and will then be

cancelled.


The Group was in compliance with all its banking covenants throughout this financial period.


8. Transactions with Related Parties


Trading with related parties: The Group has not entered into any material external related party

transactions which require disclosure. The Group does trade, on normal commercial terms, with certain

companies in which there are common directorships. These counterparties include Z Energy Limited and

Sanford Limited.


Payments to associate: During the period, the Group paid Parcelair Limited $7.5 million (2019: $6.4

million) for the provision of airfreight linehaul services to the express package businesses on normal

commercial terms. Parcelair Limited is incorporated in New Zealand and is half-owned by the Group.


Key management compensation: Compensation paid during the period (or payable as at 31 December

2020 in respect of the half year) to key management, which includes senior executives of the Group and

non-executive independent directors, is as follows:



2020

$000

2019

$000

Short-term employee benefits 3,530 3,241

Share-based payments 651 438



18

FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)


9. Financial Risk Management


The Group has a treasury policy which is used to assist in managing foreign exchange and interest rate risks.

The interim financial statements do not include all financial risk management information and disclosures

and should be read in conjunction with the Group’s annual financial statements as at 30 June 2020 contained

in its Annual Report, which can be obtained from the Company’s registered office or www.freightways.co.nz.


There have been no significant changes in the Group’s risk management objectives and policies since 30

June 2020.


In the period to 31 December 2020 there were no significant changes in the business or economic

circumstances that affect the fair value of the Group’s financial assets and financial liabilities.


Fair values and valuation techniques

The Group uses various methods in estimating the fair value of financial instruments. The methods comprise:


Level 1 - Quoted prices (adjusted) in active markets for identical assets or liabilities at the reporting date. A

market is regarded as active if quoted prices are readily and regularly available from an exchange,

dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent

actual and regularly occurring market transactions on an arm’s length basis.

Level 2 - Inputs that are observable for the asset or liability, either directly (i.e., as prices; other than quoted

prices referred to in Level 1 above) or indirectly (i.e., derived from prices). The fair value of

financial instruments that are not traded in an active market (for example, over-the-counter

derivatives) is determined by using valuation techniques. These valuation techniques maximise the

use of observable market data where it is available and rely as little as possible on entity specific

estimates. If all significant inputs required to fair value an instrument are observable, the fair value

of an instrument is included in Level 2.

Level 3 - Inputs for the asset or liability that are not based on observable market data (i.e., unobservable

inputs). In these cases, the fair value of an instrument would be included in Level 3.


Specific valuation techniques used to value financial instruments include:

 In respect of interest rate swaps, the fair value is calculated as the present value of the estimated future

cash flows based on observable yield curves;

 In respect of forward foreign exchange contracts, the fair value is calculated using forward exchange

rates at the balance sheet date, with the resulting value discounted back to present value; and

 discounted cash flow analysis for other financial instruments.


Specific valuation techniques used to value contingent consideration in a business combination and estimated

purchase price adjustments include:

 fair value is calculated as the present value of the estimated future cash flows based on management’s

assessment of future performance; and

 management’s knowledge of the business and the industry it operates in.


The Group’s derivative financial instruments are all Level 2 financial instruments. Contingent consideration

in a business combination and estimated purchase price adjustments are all Level 3 financial instruments.

There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of

financial instruments in the period to 31 December 2020.


There have been no reclassifications of financial assets and finance liabilities since 30 June 2020.


The carrying value of the following financial assets and liabilities approximate their fair value:

 cash and cash equivalents

 trade and other receivables

 trade and other payables

 bank borrowings



19

FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)


10. Business Combinations


Prior period acquisitions:


Acquisition of Big Chill Distribution Limited (“BCD”)


Effective 1 April 2020, the Group acquired 100% of BCD, a company operating in the New Zealand

temperature-controlled transport and facilities market, for an initial consideration of approximately $114.6

million and a future earn-out representing 20% of BCD Enterprise Value as at 30 June 2022. This acquired

subsidiary operates within the Group’s express package & business mail division.


Given the size of the transaction and proximity to the end of financial year, the Group had not yet finalised

the fair value assessment of the assets acquired, the liabilities assumed and goodwill as at 30 June 2020. As

at 31 December 2020, the Group revised the assessment of the fair value of the assets acquired and liabilities

assumed.


The following table summarises the revised amounts determined for purchase consideration and the fair value

of assets acquired and liabilities assumed:


1 Apr 2020 31 Dec 2020

Preliminary Adjustments Revised

Purchase consideration $000 $000 $000

Cash paid during the period 84,553 - 84,553

Issue of Freightways shares 30,000 - 30,000

Fair value of future earn-out payment 27,193 - 27,193

Total purchase consideration 141,746 - 141,746


Fair value of assets and liabilities arising from the acquisition

Cash and cash equivalents 5,715 - 5,715

Trade and other receivables 11,706 - 11,706

Plant and equipment 24,256 - 24,256

Right-of-use assets 91,292 - 91,292

Net investment in sublease 4,506 - 4,506

Brand name 5,500 8,500 14,000

Customer relationships 40,900 - 40,900

Non-compete agreement 1,900 - 1,900

Goodwill 83,754 (6,120) 77,634

Trade and other payables (12,802) - (12,802)

Borrowings (6,023) - (6,023)

Deferred tax liability (12,723) (2,380) (15,103)

Lease liabilities (96,235) - (96,235)

141,746 - 141,746


The fair value of the trade and other receivables acquired as part of the business combination amounted to

$11.7 million. The gross contractual amount is $12.1 million, with a loss allowance of $0.4 million

recognised on acquisition.


The goodwill of $77.6 million arising upon this acquisition is attributable to the business know how and the

premium paid for strategic reasons, including acquiring an entry point into the temperature-controlled

transport and facilities industry. None of the goodwill recognised is expected to be deductible for income

tax purposes.


(a) Big Chill brand name

As indicated in the 30 June 2020 annual report, the fair values were provisional. The brand name value has

been finalised during the six months ended 31 December 2020



20

FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)


(b) Fair value of future final payment – 30 June 2020

The estimated discounted future final payment of $27.2 million may be payable in August 2022 and has been

accrued for in the financial statements but is contingent upon certain financial performance hurdles being

achieved for the years ended 30 June 2021 and 2022. The potential undiscounted amount of the future final

payment that the Group expects could be required to be made in respect of this acquisition is between nil and

$30 million. The Group has forecast several scenarios and probability-weighted each to determine a fair value

for this contingent payment arrangement.


(c) Fair value of future final payment – 31 December 2020


As at 31 December 2020 the estimated future final payment was increased to $46.8 million, the increase of

$19.2 million has been recognised in the income statement. The potential undiscounted amount of the future

final payment that the Group expects could be required to be made in respect of this acquisition is between

nil and $48.8 million. The Group has forecast several scenarios and probability-weighted each to determine

a fair value for this contingent payment arrangement. The liability is presented within trade and other

payables in the balance sheet.


State Waste Services (SWS)


Effective 1 September 2017, the Group acquired the business and assets of SWS, an Australian-based medical

waste collection and destruction business, for an initial payment of approximately $6.5 million (A$5.9

million) and a future maximum earn-out of up to $4.5 million (A$4.1 million). SWS was branded as Med-X

and integrated into the Group’s Shred-X business within the information management division.


The potential earn-out is contingent upon certain financial performance hurdles being achieved for the years

ended 30 June 2019, 2020 and 2021. The Group has forecast several scenarios and probability-weighted each

to determine a fair value for this contingent payment arrangement. As at 31 December 2020, based on the

actual performance of the acquired business, management has estimated that there is likely to be no future

earn-out payment payable in September 2021 and accordingly there is no accrual for this earn-out.



11. Amortisation of Intangibles


Amortisation of intangibles in the current period is $3.8 million (2019: $1.2 million). The increase of $2.6

million is due to amortisation of definite life intangible assets arising from the acquisition of Big Chill

Distribution Limited on 1 April 2020.



12. Capital Commitments and Contingent Liabilities


As at 31 December 2020, the Group had capital commitments to purchase equipment of $2.4 million (2019:

$1.9 million).


As at 31 December 2020, the Group had outstanding letters of credit and bank guarantees issued by its lenders

totalling approximately $5.1 million (2019: $4.6 million). The letters of credit relate predominantly to support

for regular payroll payments. The bank guarantees relate to security given to various landlords in respect of

leased operating facilities.


There were no other contingent liabilities as at 31 December 2020 (2019: nil).



13. Net Tangible Assets per security


Net tangible assets (liabilities) per security at 31 December 2020 was ($0.88) (2019: ($0.58)).



21

FREIGHTWAYS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the half year ended 31 December 2020 (unaudited)



14. Post Balance Date Events


Dividend declared

On 22 February 2021, the Directors declared a fully imputed interim dividend of 15.5 cents per share

(approximately $25.7 million) in respect of the year ended 30 June 2021. The dividend will be paid on 1

April 2021. The record date for determination of entitlements to the dividend is 12 March 2021. A

supplementary dividend of 2.74 cents per share will be paid to overseas shareholders when the interim

dividend is paid. The Freightways Dividend Reinvestment Plan will not operate for this dividend.


At the date of this report, there have been no other significant events subsequent to the reporting date.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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