Annual Report 2021
NZAI
1
FOR THE YEAR ENDED 31 MARCH
2021
Helping Kiwis
afford great cars
NZAI
23
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
CONTENTS
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Who We Are
Results Highlights
Update from the Chair and CEO
The Board
Strategy
Focus on Hybrid and Electric Vehicles
Management Commentary
Financial Statements
Statement of Corporate Governance
Statutory Disclosures
Corporate Directory
4
6
8
12
14
16
18
27
67
77
86
This Annual Report is dated 24th June 2021
and is signed on behalf of the Board by:
Karl Smith
Chair, NZ Automotive Investments Limited
Tracy Rowsell
Director, NZ Automotive investments Limited
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
2 Cheap Cars is vertically integrated from procurement to the point of sale
Who we are
Helping
Kiwis Afford
Great Cars
NZAI is an integrated used automotive group
operating throughout New Zealand via two
divisions: Automotive Retail and Vehicle Finance.
Our mission is to deliver quality cars and financing
solutions at the most affordable prices to the
average New Zealander.
Operating under the “2 Cheap Cars” brand, our
Automotive Retail company is one of the largest
used vehicle sellers in New Zealand with 12
dealerships across the country. 2 Cheap Cars has
sold on average 10,185 cars annually for the past
three years and is responsible for approximately
7.5 per cent of all used car import sales in
New Zealand.
Our Vehicle Finance company operates under the
“NZ Motor Finance” brand. It was established in
2019 to diversify earnings and provide a further
growth opportunity for NZAI. It originates loans
entirely from cross-selling to Automotive Retail
customers, which allows NZ Motor Finance to
grow its finance book with minimal acquisition and
administrative costs.
2 Cheap Cars is vertically integrated from
procurement to the point of sale. Staff from our
Japanese subsidiary, Car Plus, directly attend
Japanese car auctions, visually inspect stock, and
select which vehicles to buy. Having a presence
in Japan provides greater control over our supply
chain, improves vehicle quality, allows us to select
cars that we believe will appeal to New Zealand
consumers and achieve lower price points.
75
Employees
8,207
Cars sold in FY21
12
Dealerships Nationwide
7.5%
Est. market share of
used car imports
~23
Days average time from
car arriving at a lot to
sale in FY21
30%
Finance demand from NZAI
retail customers in FY21
$
Auckland
Hamilton
Palmerston North
Tauranga
Napier / Hastings
Wellington
Christchurch
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
results highlights
$
66.1m
REVENUE & INCOME
down 13.4%
5.0CPS
DIVIDEND (CPS)
up 2.7 cps
2
8.4 CPS
UNDERLYING
EARNINGS PER SHARE
3
down 0.9 cps
$
3.8m
UNDERLYING NPAT
1
down 9.6%
$
6.4m
UNDERLYING NET
OPERATING CASHFLOW
1
up $6.5m
$
7.8m
UNDERLYING EBITDA
1
down 10.7%
11.7%
UNDERLYING EBITDA
MARGIN
1
up 0.3%
1. Excludes transaction costs to list the Company.
2. Prior year comparative based on share numbers normalised post share restructure
NB. Percentage change and other comparatives are based on results from the same period last year.
3. Actual EPS of 7 cps
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
UPDATE from the Chair and CEO
On behalf of the Board, it is our pleasure to present
NZAI’s inaugural Annual Report as a listed company.
We were proud to deliver a solid result for FY21, through
the Covid-19 pandemic, demonstrating the ongoing
profitability and resilience of the business.
A key business milestone this year was successfully
listing on the New Zealand Stock Exchange (NZX) in
February, going public via a direct listing on the NZX
main board. We pursued a direct listing to support long-
term growth, in particular access to capital in the future
for expansion of our vehicle finance company. The listing
offers an investment opportunity which is underpinned by
Kiwis’ demand for affordable, safe and reliable used cars.
Since listing, our focus has been on setting the company
up for success to grow and help Kiwis afford great cars.
Financial Results
During the year, revenue and income of $66.1 million
decreased by $10.3 million on FY20, driven by Covid-19
lockdowns affecting vehicle sales and the impact from the
closure of less profitable dealerships in FY20. This was offset
by growth in the underlying 2 Cheap Cars retail business, as
well as growth in finance income from NZ Motor Finance.
Actual NPAT of $3.2 million decreased $1.0 million from
FY20, and included $0.6 million of costs (post tax) to list the
company. We are pleased that the underlying FY21 NPAT of
$3.8 million came in slightly above guidance issued during
the period.
The Board of Directors is pleased to have declared a fully
imputed dividend of 5.0 cents per share for FY21, which
was paid on 17 June 2021. The dividend represents 60% of
underlying net profit after tax in accordance with the Group’s
dividend policy.
Experienced Board and Senior Management
During FY21, NZAI appointed an experienced Board of
independent directors, and vehicle finance expert David
Page as CEO, to provide strong governance, lead the
company’s expansion and drive its growth strategy.
NZAI attracted additional talent with Charles Bolt, Michele
Kernahan and Tracy Rowsell also joining as Board members.
The recently appointed Board brings a breadth and depth of
both corporate and industry experience.
With strong governance and management in place, we are
now focused on implementing our strategic roadmap for
growth. We are excited and optimistic about what’s ahead
for NZAI in the next five years and beyond.
Automotive Retail – 2 Cheap Cars
Like other retail businesses, NZAI’s operations and the
broader automotive industry were significantly impacted by
the lockdowns relating to Covid-19 during FY21. Throughout
the year, the company has had to be agile in responding to
the disruptions and uncertainty. Nevertheless, the results for
FY21 were affected by the lockdowns, where the company
could not fully trade for at least 68 days, or 19% of the year.
In FY21, 2 Cheap Cars revenue was down 13.4% compared
to the wider used car import market which was down
18%. Demand for imported used cars has since bounced
back strongly, driven by New Zealand’s ageing fleet with
thousands of cars needing replacement in the next few
years. In the second half of FY21, sales volumes from
existing sites largely recovered to FY20 levels.
2 Cheap Cars will continue to leverage off its position,
being vertically integrated with staff from its Japanese
subsidiary, Car Plus, directly attending Japanese car
auctions. Having a presence in Japan allows NZAI to
keep the cost of its vehicles low, manage quality and buy
at scale. It also enabled 2 Cheap Cars to able to maintain
a strong supply chain through Covid-19.
Automotive Finance - NZ Motor Finance
Our automotive finance subsidiary is relatively new
and is intended to be a growth area for future financial
performance.
Our strategy is to drive vertical integration by leveraging
the Automotive Retail business to support the growth
of our Vehicle Finance company, growing NZMF’s loan
book by offering Automotive Retail customers finance
directly from NZMF.
As of 31 March 2021, the value of NZMF’s loan book
doubled to $3.8 million across 461 customers. The book
has had minimal write-offs across its 21-month life, which
management believes is due to NZMF’s careful selection
and management of borrowers.
During the reporting period, NZAI also raised net capital
of $3.3 million to fund the continued growth of its loan
book under its subsidiary NZ Motor Finance and secured
a bank facility of $5.0 million to help further fund the loan
book beyond FY21.
Growth in EV and HEV
We see this as a unique time for the industry, as
businesses and consumers evolve and support Climate
Change targets to reduce emissions. Our model is
about sourcing affordable cars for everyday Kiwis. With
a growing percentage of our cars now being electric
and hybrid electric vehicles, we will play a crucial role in
helping Kiwis adapt and secure affordable vehicles that
meet the future requirements set by the New Zealand
Government.
We have already seen our sales of electric and hybrid
electric vehicles (EV/HEV) almost double in the last
12 months; with 21% of sales being EV/HEV in the
last quarter of FY21, up from 8% at the same time in
the prior year. From September to January, 2 Cheap
Dear Shareholder
Across New Zealand, we know that everyday Kiwis rely on safe, reliable
and affordable transport to get them from A to B. Despite a challenging year
for many businesses through the Covid-19 pandemic, the used automotive
industry has proven to be agile in responding to evolving market conditions.
Operating across Automotive Retail and Automotive Finance, NZAI is in a
strong position to continue to deliver on its purpose of helping Kiwis afford
great cars.
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Cars averaged over 100 EV/HEV sales per month. The
company is well placed to service the growing demand
for this type of vehicle and plans to be at the forefront of
the industry.
Digital, Data and Disruption
We look to grow the Company’s digital platform model
to build market intelligence and thus improve our
understanding of the New Zealand driver demographics.
NZAI will continue to improve its digital offering, including
upgrading the digital platform to achieve pre-approval of
customers’ credit and eventually allow customers to pay
for vehicles directly online.
Following on from our early adoption of social media and
digital advertising, we are looking to increase our digital
footprint and offerings. The key benefit of the digital-first
approach is that customers can arrive at our dealerships
ready to purchase a car that they have already viewed
and agreed to a price online.
Business Outlook
The used automotive industry has proven to be resilient
throughout Covid-19, with demand remaining strong
for used vehicles across 2 Cheap Cars dealerships.
Supply of vehicles from Japan remains consistent and we
therefore do not expect constraints in FY22. We expect to
sell a higher proportion of EV/HEV’s to meet the growing
demand for this type of vehicle. Demand for finance
continues to be strong, and we expect this to grow in the
coming year.
NZAI’s long-term strategy is to leverage its retail business
to build a diversified automotive services group. NZAI’s
automotive finance business will continue to be a focus
area for growth. We remain focused on the digital
transformation of the business and its processes, as well
as growing and investing in our team, securing relevant
partnerships and maximising operational efficiency.
NZMF will continue to grow the loan book, both vertically
through 2 Cheap Cars and through exploring other
opportunities to grow the book.
We look forward to seeing the business continue growing
in FY22 and beyond.
Finally, we wish to thank our shareholders and our
team. The last 12 months through Covid-19 have been
challenging, and we want to thank you for delivering
excellent service to our customers. We appreciate your
support and look forward to continuing to work together.
Access to affordable, high quality vehicles is an essential
need in New Zealand. We will continue to innovate and
look for ways that we can grow the business to achieve
our purpose of helping Kiwis afford great cars.
Yours Sincerely
Karl Smith
Chair, NZ Automotive Investments Limited
David Page
CEO, NZ Automotive Investments Limited
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Karl Smith
CHAIRMAN, INDEPENDENT DIRECTOR
Karl is a professional independent
director who has over 40 years’
extensive executive and governance
experience. His current directorships
include Hamilton Jet, FortHill Property
Limited (Chair) and VetNZ Limited. Karl
previously held directorships in Ports
of Auckland, Lyttleton Port Company,
Hall’s Group Limited and the Crusaders
Franchise Limited. Prior to becoming
a professional director, Karl served as
Chief Executive Officer of Gough Group
Limited and previously held senior
executive positions in PDL Holdings,
Progressive Enterprises, Crane Group
and Citibank N.A. Karl was appointed
as Director and Chairman of NZAI in
September 2020. Karl holds a Bachelor
of Commerce from the University
of Canterbury, is a graduate of the
Advanced Management Program at
Harvard Business School, is a Fellow of
Chartered Accountants Australia and
New Zealand and is a chartered member
of the Institute of Directors.
David (Yusuke) Sena
EXECUTIVE DIRECTOR, CO-FOUNDER
David founded 2CC in 2011 with Eugene
Williams. He is responsible for all
procurement and supply chain aspects
of the Company including compliance,
re-conditioning, and logistics. David was
born in Japan and has been influential in
developing and maintaining relationships
with vehicle suppliers. He has been a
Director of NZAI since its inception.
Tracy Rowsell
DIRECTOR
Tracy is an advisory partner at BDO
Auckland, with more than 20 years
of experience in providing business
advisory and taxation services to a wide
array of local and overseas clients. She
has provided advice to 2CC since 2012
and has a deep understanding and
knowledge of the business. Tracy has
been a Director of NZAI since December
2020.
Eugene Williams
EXECUTIVE DIRECTOR, CO-FOUNDER
Prior to founding 2CC in 2011 with
David Sena, Eugene had been a
successful small business owner in the
education and FMCG sectors. Eugene is
responsible for sales and marketing and
overall strategy of NZAI. He has been a
Director of NZAI since its inception.
Charles Bolt
INDEPENDENT DIRECTOR
Charles has a background in corporate
law and as a senior executive in a major
listed company. Beginning his career in
capital markets regulation with the NZX,
he then worked for New Zealand law firm
Bell Gully before joining Fletcher Building
where he most recently held the role of
Group General Counsel and Company
Secretary until 2019. He is currently
General Counsel for TIL Logistics Group
Limited. Charles holds an LLB from
Victoria University and has completed the
Senior Executive Programme at Columbia
University, New York. Charles has been a
Director of NZAI since December 2020.
MiCHELE KERNAHAN
INDEPENDENT DIRECTOR
Michele is the Chief Executive Officer
of New Zealand’s largest temperature-
controlled transport and logistics
business, Hall’s Group Limited.
Prior to joining Hall’s Group in 2019 she
held various Executive roles at Fletcher
Building over 21 years, including as
Chief Executive of the Building Products
division. She holds a Master of Business
Administration and Bachelor of Arts from
the University of Canterbury and has
completed the Advanced Management
Programme at Harvard Business School
and other Executive programmes at
Wharton Business School and other
Executive programmes at Wharton
Business School, Stanford School of
Business and Melbourne Business
School. Michele has been a Director of
NZAI since February 2021.
the board
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
BE A TR
USTED
BRAND
AND P
AR
TNER.
GRO
W C
OMP
ANY V
ALUE.
N Z A I
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
strateg y
STRATEGiC GOALS
To be New Zealand’s most innovative provider of vehicle solutions,
delivering more affordable cars to Kiwis than any other company.
LEAD THE W
A
Y
.
How we will achieve our goals
IMPACT
An automotive group that leverages its competitive advantages to help
for our shareholders.
DELiVER THE BEST
USED CARS.
OUR PURPOSE
Helping Kiwis Afford
Great Cars
1. LEVERAGE OUR STRENGTHS
Leverage the company’s vertically integrated
supply chain to source higher quality cars at
lower prices than competitors.
Areas of focus and investment:
•Expand our HUB car processing capability to unlock growth.
•Actively increase supply of quality affordable EV and HEVs.
•Use our knowledge and network to help Kiwis understand
EV / HEVs.
•Embrace the entrepreneurial spirit of the founders.
•
•
Leverage our scale to drive efficiencies.
Continued synergies from Japanese presence
4.IMPROVE DIGITAL OFFERING
Develop the best and most effective
digital platforms for our customers and
our staff.
Areas of focus and investment:
•
•Develop a meaningful partnership network who deliver value
for our customers.
•Streamline and automate internal processes, creating capacity.
3.GROW VERTICAL
INTEGRATION
Grow NZMF’s loan book by offering
more automotive retail customers
Areas of focus and investment:
•Increase finance penetration within the group.
•
•Grow loan book from third party automotive retail dealers.
•Explore opportunities for acquisition growth.
5. BUILD BRAND AND
CUSTOMER EXPERIENCE
Create best-in-class customer
experiences that foster brand loyalty.
Areas of focus and investment:
•Deepen our connection with our 130,000 followers on Social
Media, through thought leadership and education on emerging
trends, challenges and opportunities.
•Invest in the best talent, increasing people capability.
•Uplift NPS.
•Focus on improving and streamlining our processes.
•Invest in our Customer Care team.
2.GROW RETAIL
DISTRIBUTION PLATFORM
Focus and drive dealerships to deliver
value and maximise sales.
Areas of focus and investment:
•Expansion of national dealership footprint.
•Upgrade and modernise physical dealerships.
•Upskill our sales staff and automate our processes
•Increase capacity of existing dealerships.
•
HOW WE WiLL ACHiEVE OUR GOALS
By strengthening, leveraging, and growing our foundation to bui
o achieve this:
1
2
3
4
5
6
+
+
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Focus on Hybrid and electric vehicles
The Three A’s for Helping Kiwis Make the
Switch to Electric Vehicles:
Availability: NZAI’s retail subsidiary, 2 Cheap Cars,
specialises in light vehicle imports (including EV/HEV)
and is well placed to service the growing demand for
this type of vehicle.
Affordability: Our customers are everyday Kiwis who
rely on safe, reliable and affordable transport. Making
sure that electric vehicles are affordable, safe and
reliable will be fundamental to New Zealand making the
switch to lower carbon emission vehicles.
Awareness: In order for Kiwis to feel confident in
making the switch to an electric or hybrid vehicle, it is
important that they understand the benefits and potential
limitations and are provided with the right information to
make an informed decision.
More than half of the vehicles in New Zealand are
predicted to be replaced over the next 10 years. This
is a large number of vehicles that could be replaced
by electric and hybrid electric vehicles. We are well
positioned to meet forecasted demand; this presents a
great opportunity for NZAI.
With a growing percentage of our cars now being
electric and hybrid, NZAI will play a crucial role in
helping Kiwis adapt and secure affordable vehicles that
will meet the future requirements set by the Government.
The Government’s newly announced Clean Car Discount
aims to increase the uptake of low-emission cars by
implementing rebates for electric and low emission
vehicles. It’s good news for Kiwis who are looking to
make the switch.
Minister of Transport Michael Wood said the scheme is
expected to prevent up to 9.2 million tonnes of carbon
dioxide emissions and will help New Zealanders with
the upfront cost of switching over to electric and low
emission cars.
NZAI is in a strong position to support the rebate
scheme for the following reasons:
1. The Government is taking this action in order to
help New Zealand meet its climate goals and achieve
its 2050 carbon neutral target. NZAI is supportive of
this goal and agrees that a transition towards lower
emission vehicles over time will be essential to reduce
New Zealand’s carbon footprint.
2. The Clean Car Discount will help make electric and
low-emission vehicles more affordable and accessible
to the everyday Kiwi. By reducing the cost of low
emission vehicle options, people will have more choice
and improved access to these types of vehicles.
3.The introduction of the rebate scheme will help
increase awareness and improve understanding
of electric and hybrid vehicles, including why it is
important for New Zealanders to transition to low
emission vehicles in order to achieve our climate goals.
We acknowledge that there is still significant work to be
done to ensure we have the appropriate infrastructure in
place around the country to enable Kiwis to confidently
make the shift towards electric vehicles.
The Clean Car Discount
On 13 June 2021, the Government introduced new
measures to help drive down New Zealand’s transport
emissions. The Clean Car Discount aims to increase the
uptake of low-emission cars by implementing rebates for
electric and plug-in hybrid vehicles.
New rebates for electric and plug-in hybrid vehicles will
start on 1 July 2021, with up to $8,625 for new vehicles
and $3,450 for used vehicles. The rebates will expand
from 1 January 2022 to include other low-emission
vehicles.
The scheme will be funded through levies on higher-
emitting vehicles, which will also come into force on
1 January 2022. Buyers of new petrol cars will have to pay
a fee of up to $5,875, while those buying newly imported
used cars face fees of up to $2,875.
In FY21, 2 Cheap Cars sold
1,073
EV and Petrol Hybrids (HEV’s)
21%
of sales were EV/HEV in the last quarter of FY21,
up from 8% at the same time in the previous year
Charging an EV costs the equivalent of around
$0.30/litre
of petrol
EVs emit
80%
less CO2 than an equivalent petrol vehicle
when being driven in New Zealand
New Zealand is lagging behind on the uptake of EVs.
Monthly registrations of EVs are around half the global average
Total number of electric vehicles on the road in NZ is
27,816
1
as at May 2021
NZAI has a long-term strategy when it comes to electric vehicles and it continues
to be an area of focus to grow market share. There are three A’s that will help New
Zealand accelerate the shift towards mass market adoption of electric and low
emission vehicles: they are availability, affordability and awareness.
1. Source:
NZTA Registration Data
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Management commentary
Foreword & disclaimer
Please read the following commentary in conjunction
with the consolidated financial statements and the
related notes contained within this report.
Some of the commentary may include information
regarding plans and strategy that may involve risk and
uncertainties. All figures are in New Zealand Dollars
(NZD) except where indicated. References to this
period or FY21 are to the period ended 31 March 2021.
References to the prior period or to FY20 are for the
12-month period ended 31 March 2020. Non-GAAP
measures have been included as management believes
they provide useful information for readers to assist
in understanding NZ Automotive investments (NZAI)
financial performance. Non-GAAP measures should not
be viewed in isolation or considered as substitutes for
measures reported in accordance with New Zealand
equivalents to International Financial Reporting (NZ
IFRS).
About the NZAI Group
NZAI is an integrated automotive group operating
throughout New Zealand via two divisions: Automotive
Retail and Vehicle Finance.
Its Automotive Retail division operates under the “2
Cheap Cars” brand through NZAI’s subsidiary 2 Cheap
Cars Limited. 2 Cheap Cars has sold on average 10,185
cars per annum for the last three years. It encompasses
12 retail dealerships nationwide and an integrated
procurement office based in Japan, where it sources
almost all its cars for resale. The division focuses on
providing quality used cars at affordable prices for the
average New Zealander, through a cost-efficient supply
chain and a “no-frills” retail approach.
The Vehicle Finance division operates under the “NZ
Motor Finance” brand through NZAI’s subsidiary NZ
Motor Finance Limited (“NZMF”). This division was
established in 2019 to diversify earnings and provide a
further growth opportunity for the Company. It originates
loans entirely from cross-selling to Automotive Retail
customers, which allows NZMF to grow its finance book
with minimal acquisition and administrative costs.
Significant changes during the year
In February 2021, NZAI successfully listed on the New
Zealand Stock Exchange (NZX), going public via a
direct listing on the NZX main board. During FY21, NZAI
appointed an experienced Board, including independent
directors, and hired David Page as CEO.
Used car market impact from COVID-19
The 2 Cheap Cars underlying business has held up well
and has proven to be resilient in the face of Covid-19.
The used car import market in New Zealand was down
18.0% in FY21
1
. Despite this, 2 Cheap Cars revenue,
including other income, was down 13.4% including
additional impact of dealership closures during FY20.
2 Cheap Cars profit per car was up 3.4% with improved
margins from increased sales of higher value cars due to
changes in regulations.
Management estimate that in FY21 the 2 Cheap Cars
market share of the used import market
1
was 7.5%.
1 Autofile statistics from April 2020 to March 2021.
Company structure
NZ Automotive Investments Limited
2 Cheap Cars
International Limited
Car Plus KK
(Japan Entity)
2 Cheap Cars
Limited
NZ Motor
Finance Limited
100%
100%
100%100%
ProcurementRetail SalesFinancing
NZ Automotive Investments is a group made up of two main trading subsidiaries, 2 Cheap Cars Limited, a retail
automotive business and NZ Motor Finance Limited, a finance company, both based in New Zealand. The group
also consists of Car Plus KK, a Japanese based subsidiary, used to procure vehicles for 2 Cheap Cars Limited.
NZAI
2021
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
2 Cheap Cars sold 8,207 cars in FY21, 2,812 less than in FY20 where it sold 11,019. Four dealerships were closed in
FY20 due to being less profitable than expected, with one further dealership (in Dunedin) closing in FY21.
NZAI has seen sales of electric and hybrid electric vehicles (EV/HEV) almost double in the last 12 months, with 13.1% of
sales being EV/HEV in FY21, growing to 21% in the last quarter of FY21, up from 8% at the same time in the prior year.
From September 2020 to January 2021, 2 Cheap Cars averaged over 100 EV/HEV sales per month. The company is well
placed to service the growing demand for this type of vehicle.
Motor vehicle sales
20212020Change%Mix%
Petrol Vehicles7,13410,474(31.9%)86.9%
EV/ HEV Vehicles1,07354596.9%13.1%
Total vehicles sold8,20711,019(25.5%)(100.0%)
Operating Revenue
NZAI derives revenue from the two trading divisions. 2 Cheap Cars generates revenues primarily from the sale of
motor vehicles and from agent commission and fees that it receives for the sale of third-party financing and insurance
products.
NZ Motor Finance generates finance income through lending to customers who are financing motor vehicles and from
selling guaranteed asset protection insurance (GAP) and payment protection insurance (PPI) products. Finance income
is either recognised as a fair value gain or loss on the underlying loan book or as finance income received at amortised
cost.
FY21 revenue and income
2
of $66.1m decreased by $10.3 million on FY20, with an estimated $7.4 million due to the
effects of Covid-19 and a further estimated $6.9 million due to the impact from closing five less profitable dealerships,
offset by growth of $3.3 million in the underlying 2 Cheap Cars retail business as well as $0.7 million growth in finance
income from the automotive finance business (NZ Motor Finance).
NZAI could not fully trade for at least 68 days, or 19% of the financial year. As a result, revenue from retail operations
from NZAI’s 2 Cheap Cars subsidiary was down 15.3%.
In the second half of FY21, sales volumes from existing dealerships recovered to FY20 levels. Group second half FY21
revenues of $35.5m versus $37.2m in the second half of FY20 were based on a reduced dealership footprint and were
impacted by the February/March 2021 lockdown in Auckland.
Finance income from the NZMF loan book reached $1.0m in FY21, up 208% on FY20. Growth was driven by the loan
book more than doubling in size.
Other income of $0.8m was made up of the government wage subsidy and rent relief received from landlords in the face
of the pandemic.
2 includes government wage subsidy received of $0.6m
Changes in operating revenue
2021
$000
2020
$000
Change
%
Revenues from retail operations64,36275,990(15.3%)
Finance Income from finance business1,004326208.1%
Other income759581,208%
Total Revenue and income66,12576,374(13.4%)
Hybrid / Electric sales mix grows
EV/HEV sales mix
6%
3%
8%
4%
15%
6%
21%
FY20
FY21
8%
Q1Q2Q3Q4
NZAI
2223
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Earnings before interest, taxation, depreciation and amortisation
2021
$000
2020
$000
Change
%
Earnings before taxation4,691 6,193 (24.3%)
Cost to list company695 - N/A
Underlying earnings before taxation5,386 6,193 (13.0%)
Interest expense413 529 (22.0%)
Underlying earnings before interest and taxation5,799 6,722 (13.7%)
Depreciation & amortisation1,972 2,029 (2.8%)
Underlying earnings before interest, taxation, depreciation and amortisation 7,771 8,751 (11.2%)
Underlying EBITDA margin11.8%11.5%0.3%
The group’s underlying EBITDA
4
including finance income decreased from $8.7 million in FY20 to $7.8 million in FY21.
The effects of Covid-19, as well as additional corporate costs associated with becoming a listed company, contributed
to the $1.0 million reduction. The underlying EBITDA margin improved to 11.8%, up 0.3% on FY20.
4 excludes transaction costs to list the Company on NZX (underlying EBITDA are non-IFRS measures)
NZAI’s automotive finance subsidiary is relatively new and is expected to be a growth area for future financial
performance. NZ Motor Finance (NZMF) grew its loan book approximately 138% in FY21, an increase from $1.6m to
$3.8m as at 31 March 2021.
During FY21 approximately 30% of 2 Cheap Cars customers required vehicle finance at point of sale. By offering its own
car finance to customers buying their vehicles from 2 Cheap Cars, NZMF can originate its loans with minimal acquisition
and administrative costs.
NZMF has seen 0.11% of loans written off in FY21.
Growth in NZ Motor Finance Loan book
2021
$000
2020
$000
Change
%
Loan Book3,8031,601138%
Number of Loans461199132%
Summary of Financial results
2021
$000
2020
$000
Change
%
Revenue and income65,366 76,316 (14.3%)
Sundry income759 58 1208.8%
Total revenue and income66,125 76,374 (13.4%)
Other operating expenses58,354 67,623 (13.7%)
Interest expense413 529 (22.0%)
Depreciation & amortisation1,972 2,029 (2.8%)
Total operating expenses (excluding listing costs)60,739 70,181 (13.5%)
Underlying earnings before taxation5,386 6,193 (13.0%)
Underlying earnings before tax margin8.1%8.1%0.0%
Cost to list company695 - N/A
Earnings before taxation4,691 6,193 (24.3%)
Taxation1,4921,964 (24.0%)
Net profit after tax3,1994,229 (24.4%)
Cost to list company net of tax628 -
Underlying net profit after tax3,826 4,229 (9.5%)
Underlying net profit after tax margin5.8%5.5%0.3%
Revenue and income for FY21 was $66.1m, down (13.4%) on FY20 due to the reasons mentioned above.
Total operating costs, including cost of goods sold, reduced by (13.5%) on the back of reduced revenue, a lower cost
base from reducing the dealership footprint and other cost saving measures which were made by management in
response to the Covid-19 pandemic. As a result, the group maintained an underlying earnings before tax margin of 8.1%.
Net profit after tax (NPAT) for FY21 reduced by ($1.0m) against FY20 to $3.2m. This included $0.6m of costs (net of tax)
to list the company. Underlying NPAT
3
was $3.8m, down only ($0.4m) against the prior year. The underling net profit after
tax margin increased to 5.8%.
The underlying earnings per share was 8.4 cents per share for FY21. The actual earnings per share was 7 cents per share.
3 excludes transaction costs to list the Company on NZX (Underlying NPAT and underlying EBITDA are non-IFRS measures)
NZAI
2425
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
During the year NZAI successfully carried out a capital raise of $3.5m, or $3.3 after transaction costs, and arranged a
bank debt facility of $5.0m to provide funding for loan book growth. NZMF had $6.7m of funding available for new loans
as at 31 March 2021.
The group has a healthy track record of paying dividends over the past four years, including $2.3m for FY21 at 5 cents
per share.
NZMF use of funds
8.3
6.7
0.1
1.5
AvailableFinanced raisedUsed for WCUsed for lending
In FY21 the Group received $64m from the proceeds from sale of vehicles and related income from its 2 Cheap Cars
retail business. Receipts were down (15%) in line with retail sales.
During the year, the NZMF finance business lent $3.6m to customers and received $2.1m in proceeds from loan
receipts. Underlying operating cash inflows of $6.4m were significantly up on the previous year due to holding lower
levels of inventory, demonstrating NZAI has stable cash flows. After paying costs to list the company on the NZX of
$0.7m, the actual operating cash flow was $5.7m.
The group invested $0.2m in property, plant and equipment to maintain the business during the year. NZAI raised a net
$3.3m and also borrowed $0.4m to finance the loan book.
NZAI finished FY21 with $8.3m in the bank and was in a strong cash position to pay the dividend and continue to fund
working capital requirements into the future.
Track record of paying dividends
NZD m
Dividends paid
Underlying NPAT
% Percentage of NPAT
FY21Past 3 Year Average
2.3
2.1
3.8
4.0
60%
53%
Cash flow summary
2021
$000
2020
$000
Change
%
Proceeds from sale of goods64,471 75,884 (15.0%)
Payments to suppliers & employees(55,309) (72,165)23.4%
Proceeds from loan receipts2,123 231819.1%
Advances to loan customers(3,589)(1,764)103.4%
Other operating activities(1,304) (2,241)41.8%
Underlying cash flows from operating activities6,392 (55)11563.3%
Cost to list company (695)- N/A
Cash flows from operating activities5,697 (55)10316.4%
Net purchase & proceeds of property, plant & equipment(157) (617)74.6%
Investing cash flow(157) (617)74.6%
Free cash flow5,540 (672)923.9%
Net capital raised3,312 - N/A
Finance facility advance420 -N/A
Dividends paid(1,078) (985) (9.5%)
Other financing activities(1,690) (1,720)1.7%
Cash flows from financing activities964 (2,705)135.6%
Net cash flow6,504 (3,377)292.5%
Cash & cash equivalents8,267 1,775365.7%
NZAI
2627
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Financial statements
NZ AUTOMOTIVE INVESTMENTS LIMITED
(FORMERLY 2CC HOLDINGS LIMITED)
For the Year Ended 31 March 2021
NZAI
2829
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Page
Independent auditors report
32
Consolidated Financial statements
- Statement of profit or loss
36
- Statement of changes in equity
37
- Statement of financial position
38
- Statement of cash flows
40
Notes to the financial statements
1. Reporting entity
41
2. Basis of preparation
41
3. Significant accounting policies
43
Performance
4. Revenue from contracts with customers
50
5. Sundry income
50
6. Segment reporting
50
7. Determination of fair values
51
8. Finance expenses
53
9. Key operating expenses
53
10. EPS
54
11. Dividend
54
Current Assets
12. Cash and cash equivalents
55
13. Inventories
55
14. Loans receivable
56
15. Trade and other receivables
57
Trade liabilities & tax
16. Trade and other payables
58
17. Leases
58
18. Derivative finacial instruments
59
19. Employee benefit liabilities
59
20. Tax
60
21. Imputation credits
61
Funding and Risk
22. Borrowings
61
23. Share capital
61
24. Related parties
62
25. Financial instruments
63
Non current assets
26 Property plant & equipment
65
Other
27 Cash flow Reconciliation
66
28 Contingent liabilities
66
29 Subsequent events
66
NZAI
3031
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
NZAI
3130
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
NZAI
3233
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Grant Thornton New Zealand Audit
Limited
L4, Grant Thornton House
152 Fanshawe Street
P O Box 1961
Auckland 1140
T +64 9 308 2570
F +64 9 309 4892
www.grantthornton.co.nz
Chartered Accountants and Business Advisers
Member of Grant Thornton International Ltd
To the Shareholders of NZ Automotive Investments Limited (formerly 2CC
Holdings Limited)
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)
and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial
position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
financial position of NZ Automotive Investments Limited as at 31 March 2021 and its financial performance and
cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)
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 Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code, and we have fulfilled our other ethical
responsibilities in
accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements of the current 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, and we do not
provide a separate opinion on these matters.
Independent Auditor’s Report
Grant Thornton New Zealand Audit
Limited
L4, Grant Thornton House
152 Fanshawe Street
P O Box 1961
Auckland 1140
T +64 9 308 2570
F +64 9 309 4892
www.grantthornton.co.nz
Chartered Accountants and Business Advisers
Member of Grant Thornton International Ltd
To the Shareholders of NZ Automotive Investments Limited (formerly 2CC
Holdings Limited)
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)
and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial
position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
financial position of NZ Automotive Investments Limited as at 31 March 2021 and its financial performance and
cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)
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 Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code, and we have fulfilled our other ethical
responsibilities in
accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements of the current 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, and we do not
provide a separate opinion on these matters.
Independent Auditor’s Report
Grant Thornton New Zealand Audit
Limited
L4, Grant Thornton House
152 Fanshawe Street
P O Box 1961
Auckland 1140
T +64 9 308 2570
F +64 9 309 4892
www.grantthornton.co.nz
Chartered Accountants and Business Advisers
Member of Grant Thornton International Ltd
To the Shareholders of NZ Automotive Investments Limited (formerly 2CC
Holdings Limited)
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)
and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial
position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
financial position of NZ Automotive Investments Limited as at 31 March 2021 and its financial performance and
cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)
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 Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code, and we have fulfilled our other ethical
responsibilities in
accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements of the current 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, and we do not
provide a separate opinion on these matters.
Independent Auditor’s Report
2
Why the audit matter is significant How our audit addressed the key audit matter
Revenue recognition – NZ Automotive
Investments Ltd
The Group has recognised revenue of $65m (FY
2020: $ 76m) (Note 4). NZAI Group’s net sales
comprises revenue from the sale of cars,
insurance agent commissions and interest agent
commissions.
Revenue is recognised when the control
associated with a good or service (or in aggregate
thereof) representing a distinct performance
obligation is transferred from the Group to the
customer.
There are a number of factors that could affect
this reported amount, including the risk for
revenue recognition policies being incorrectly
applied or recognised in an incorrect period. This
presents a key audit matter due to the financial
significance and nature of net sales in the financial
statements.
To address the risk associated with revenue recognition,
the following audit procedures were carried out:
•Evaluated the design and operational
effectiveness of management's internal controls
related to revenue recognition.
•Reviewed revenue recognition policies for
appropriateness and compliance with relevant
accounting standards.
•Performed analytical procedures by projecti
ng
the revenue listing by the model of the cars in a
scatter diagram and identifying outliers.
•Sel ected a sample of transactions and inspected
supporting documentation, cash received and
assessed whether all criteria related to revenue
recognition has been met before bei
ng
rec ognised as revenue.
•Performed revenue cut off procedures by
selecting a sample of revenue samples before
and after year end and testing whether cut off on
revenue was accurate.
Other Matter
The consolidated financial statements of the Group previously called 2CC Holdings Limited were unaudited for
the year ended 31 March 2020. However the subsidiary (2 Cheap Cars Limited) which made up the majority of
the Group for the year ended 31 March 2020 was audited by another auditor who expressed an unmodified
opinion on those statements on 7 August 2020.
Information Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the annual information. The other information comprises the annual report.
The annual report is expected to be made available after the date of this auditor’s report. Our opinion on the
consolidated financial statements does not cover the other information and we do not and will 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 identified above when it becomes available 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.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to
report that fact.
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 NZ IFRS, and for such internal control as the Directors determine is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible 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.
NZAI
3435
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
3
Auditor’s responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at: https://www.xrb.govt.nz/assurance-standards/auditors-
responsibilities/audit-report-1/
Restriction on use of our report
This report is made solely to the Group’s shareholders, as a body. Our audit work has been undertaken so that
we might state to the Group’s shareholders, as a body those matters which we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Group and the Group’s shareholders, as a body, for our audit work, for
this report or for the opinion we have formed.
Grant Thornton New Zealand Audit Limited
VJ Black
Auckland
27 May 2021
2
Why the audit matter is significant How our audit addressed the key audit matter
Revenue recognition – NZ Automotive
Investments Ltd
The Group has recognised revenue of $65m (FY
2020: $ 76m) (Note 4). NZAI Group’s net sales
comprises revenue from the sale of cars,
insurance agent commissions and interest agent
commissions.
Revenue is recognised when the control
associated with a good or service (or in aggregate
thereof) representing a distinct performance
obligation is transferred from the Group to the
customer.
There are a number of factors that could affect
this reported amount, including the risk for
revenue recognition policies being incorrectly
applied or recognised in an incorrect period. This
presents a key audit matter due to the financial
significance and nature of net sales in the financial
statements.
To address the risk associated with revenue recognition,
the following audit procedures were carried out:
•Evaluated the design and operational
effectiveness of management's internal controls
related to revenue recognition.
•Reviewed revenue recognition policies for
appropriateness and compliance with relevant
accounting standards.
•Performed analytical procedures by projecti
ng
the revenue listing by the model of the cars in a
scatter diagram and identifying outliers.
•Sel ected a sample of transactions and inspected
supporting documentation, cash received and
assessed whether all criteria related to revenue
recognition has been met before bei
ng
rec ognised as revenue.
•Performed revenue cut off procedures by
selecting a sample of revenue samples before
and after year end and testing whether cut off on
revenue was accurate.
Other Matter
The consolidated financial statements of the Group previously called 2CC Holdings Limited were unaudited for
the year ended 31 March 2020. However the subsidiary (2 Cheap Cars Limited) which made up the majority of
the Group for the year ended 31 March 2020 was audited by another auditor who expressed an unmodified
opinion on those statements on 7 August 2020.
Information Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the annual information. The other information comprises the annual report.
The annual report is expected to be made available after the date of this auditor’s report. Our opinion on the
consolidated financial statements does not cover the other information and we do not and will 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 identified above when it becomes available 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.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to
report that fact.
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 NZ IFRS, and for such internal control as the Directors determine is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible 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.
Grant Thornton New Zealand Audit
Limited
L4, Grant Thornton House
152 Fanshawe Street
P O Box 1961
Auckland 1140
T +64 9 308 2570
F +64 9 309 4892
www.grantthornton.co.nz
Chartered Accountants and Business Advisers
Member of Grant Thornton International Ltd
To the Shareholders of NZ Automotive Investments Limited (formerly 2CC
Holdings Limited)
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)
and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial
position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
financial position of NZ Automotive Investments Limited as at 31 March 2021 and its financial performance and
cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)
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 Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code, and we have fulfilled our other ethical
responsibilities in
accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements of the current 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, and we do not
provide a separate opinion on these matters.
Independent Auditor’s Report
27 May 2021
NZAI
3637
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 31 March 2021
Consolidated Statement of Changes in Equity
For the Year Ended 31 March 2021
NoteMAR 2021
$’000
MAR 2020
$’000
Revenue
Revenue and income465,36676,316
Sundry income575958
Expenses
Cost of sales(51,688)(59,412)
Administration expenses(2,032)(2,527)
Advertising expenses(1,201)(1,710)
Depreciation expenses(1,972)(2,029)
Employee benefits (short term)(2,806)(3,039)
Finance expenses8(413)(529)
Listing cost(695)-
Property and related expenses(627)(935)
Profit before income tax4,6916,193
Income tax expense20(1,492)(1,964)
Profit for the period3,1994,229
Other Comprehensive Income
Items that may be reclassified subsequently to profit or loss
Translation of foreign operations
8684
Total other comprehensive income
8684
Total comprehensive income for the period3,2854,313
Profit for the year attributable to:
Owners of the Company3,1994,204
Non-controlling interest - 25
3,1994,229
Total comprehensive income attributable to:
Owners of the Company3,2854,288
Non-controlling interest - 25
3,2854,313
Earnings per share
$$
Basic earnings per share100.070.28
Diluted earnings per share100.120.28
Share
Capital
Retained
Earnings
Foreign
Currency
Translation
Reserve
Amalgamation
Reserve
Total
attributable to
equity holders
of parent
Non-
Controlling
Interests
Total Equity/
(Accumulated
Losses)
Note $’000$'000$'000$'000$'000$'000$'000
Balance at 1 April 2019
23 15,4426,8157(35,442)(13,178)70(13,108)
Profit for the period-4,204--4,204254,229
Translation of foreign
operations
- - 84 - 84 - 84
Total comprehensive
income for the period
-4,20484-4,288254,313
Transactions with owners
of the Group in their
capacity as owners
Dividends paid-(958)- - (958)(28)(986)
Total transactions with
owners of the Group
-(958)--(958)(28)(986)
Balance at 31 March 2020 15,44210,06191(35,442)(9,848)67 (9,781)
Balance at 1 April 2020
2315,44210,06191(35,442)(9,848)67(9,781)
Profit for the period-3,199--3,199-3,199
Translation of foreign
operations
--(86)-(86)-(86)
Total comprehensive
income for the period
-3,199(86)-3,113-3,113
Transactions with owners
of the Group in their
capacity as owners
Movement in NCI-24--24(67)(43)
Movement in share capital23,902---23,902-23,902
Movement in Amalgamation---(514)(514)-(514)
Dividends paid - (1,064) - -(1,064) -(1,064)
Total transactions with
owners of the Group
23,902(1,040)-(514)22,348(67)22,281
Balance at 31 March 2021 39,34412,220 5 (35,956)15,613- 15,613
The accompanying notes form part of these consolidated financial statementsThe accompanying notes form part of these consolidated financial statements
NZAI
3839
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Consolidated Statement of Financial Position
As at 31 March 2021
NoteMAR 2021
$’000
MAR 2020
$’000
Equity
Share capital2339,34415,442
Amalgamation reserve3(l)(35,956)(35,442)
Foreign currency translation reserve591
Retained earnings12,22010,061
Equity attributable to owners of the parent15,613(9,848)
Non-controlling interest - 67
Total equity15,613(9,781)
Current liabilities
Trade and other payables162,0951,763
Employee benefit liabilities19871699
Borrowings228,4208,000
Other current liabilities3519
Income tax payable724817
Derivative financial liabilities1843-
Related party payable242020,017
Lease liability171,6001,575
Total current liabilities13,80832,890
Non-current liabilities
Lease liability175,0036,308
Total non-current liabilities5,0036,308
Total liabilities18,81139,198
Total equity and liabilities34,42429,417
Consolidated Statement of Financial Position (continued)
As at 31 March 2021
NoteMAR 2021
$’000
MAR 2020
$’000
Current assets
Cash and cash equivalents128,2671,775
Trade and other receivables152,5591,001
Derivative financial assets18-294
Loans receivable141,591676
Inventories1311,89215,246
Total current assets24,30918,992
Non-current assets
Plant, property and equipment261,1761,418
Intangible assets42
Loans receivable142,212926
Deferred tax asset20477428
Right-of-use assets176,2467,651
Total non-current assets10,11510,425
Total assets34,42429,417
Approved for and on behalf of the Board of Directors.
DirectorDate 27 May 2021
DirectorDate 27 May 2021
The accompanying notes form part of these consolidated financial statementsThe accompanying notes form part of these consolidated financial statements
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Consolidated Statement of Cash Flows
For the Year Ended 31 March 2021
The accompanying notes form part of these consolidated financial statements
NoteMAR 2021
$’000
MAR 2020
$’000
Cash Flows from Operating Activities
Proceeds from sale of goods64,47175,884
Cash payments to suppliers and employees(55,309)(72,165)
Government grants received600-
Proceeds from loans receivable2,123231
Loans receivable advanced(3,589)(1,764)
Interest received14159
Interest paid - retail operations(247)(289)
Income tax paid(1,671)(2,111)
Cost to list company(695)-
Net Cash Inflow from Operating Activities5,697(55)
Cash Flows from Investing Activities
Purchase of property, plant and equipment(176)(1,352)
Proceeds from sale of property, plant and equipment19735
Net Cash Outflow from Investing Activities(157)(617)
Cash Flows from Financing Activities
Dividends paid11(1,078)(985)
Principal elements of lease liability payments17(1,529)(1,480)
Interest paid - finance operations(165)(257)
Repayments from related parties417
Finance facility advance420-
Proceeds from capital raised233,555-
Cost of capital raised23(243) -
Net Cash Outflow from Financing Activities964(2,705)
Net Increase in cash and cash equivalents6,504(3,377)
Cash and Cash Equivalents at Beginning of Period1,7755,024
Effect of exchange rate fluctuations(12)128
Cash and Cash Equivalents at End of Period
12
8,2671,775
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021
1. Reporting entity
NZ Automotive Investments Limited (formerly 2CC
Holdings Limited) (the Company) is a company domiciled in
New Zealand.
The Company is incorporated in New Zealand, registered
under the Companies Act 1993 and is publicly traded on the
New Zealand Stock Exchange.
These consolidated financial statements comply with the
requirements of the Companies Act 1993 and the Financial
Markets Conduct Act 2013.
These consolidated financial statements as at 31 March
2021 comprise the Company and its subsidiaries: 2 Cheap
Cars Limited, NZ Motor Finance Limited, 2CC International
Limited, 2 Cheap Rental Cars Limited, 2CC (Canada) Inc.
and Car Plus K.K. (collectively, the Group).
2CC (Canada) Inc. has ceased trading and was liquidated
by 31 March 2021. 2 Cheap Rental Cars Limited has ceased
trading and as at 31 March 2021 only holds a lease on a
property which is utilised by the Group.
The Group is primarily involved in used car retail and motor
vehicle finance.
The consolidated financial statements were authorised for
issue by the Board of Directors on 27 May 2021.
2. Basis of preparation
(a) Statement of compliance
The consolidated financial statements have been prepared
in accordance with Generally Accepted Accounting
Practice in New Zealand (GAAP) and the requirements of
the Financial Markets Conduct Act 2013. They comply
with New Zealand equivalents to International Financial
Reporting Standards (“NZ IFRS”) and other applicable
Financial Reporting Standards, as appropriate for Tier 1
for-profit entities. The consolidated financial statements
also comply with International Financial Reporting
Standards (“IFRS”).
(b) Basis of measurement
The consolidated financial statements have been prepared
on the historical cost basis except that certain assets and
liabilities are measured at fair value where stated under
their specific accounting policies.
• Derivative financial instruments (Note 18)
• Loans receivable (Note 14)
(c) Functional and presentation currency
These consolidated financial statements for the Group
are presented in New Zealand dollars ($), which is the
Company’s functional and the Group’s presentation
currency. All financial information presented has been
rounded to the nearest thousand dollars
(d) Going Concern and COVID-19
As a result of the COVID-19 pandemic, there was a
substantial reduction in economic activity throughout the
world as governments have introduced measures in a bid
to slow transmission of the virus.
The impact of COVID-19 and outlook like other retail
businesses, the Group and the general automotive sector
were significantly impacted by the shutdowns relating to
COVID-19 which occurred from 23 March 2020 to 13 May
2020 and 12 August 2020 to 23 September 2020. The first
lockdown applied to all sites of the Group and affected
the business significantly, with cars sold in April 2020
being down 99% (compared to April 2019). The second
lockdown primarily only affected Auckland sites but still
had a significant impact on the business. Car sales in
August 2020 were down 43% compared to August 2019.
After each lockdown, trading recovered strongly back
to normal levels, reflecting the nature of the Group’s car
sales as necessary purchases for its customers. During the
period the Group received government grants in the form
of COVID-19 related wage subsidies from the New Zealand
Government.
The ongoing pandemic has increased the estimation
uncertainty in the preparation of these consolidated
financial statements. The Group has developed
accounting estimates based on forecasts of economic
conditions which reflect expectations and assumptions as
at March 2021 about future events that
are reasonable in the circumstances. There is a significant
degree of judgement involved with these assumptions. The
accounting estimates impacts by
the pandemic are detailed under Note 14 Loans
Receivable.
Based on the impact of COVID-19, automotive retail profit
before tax for FY21 is lower than FY20. However, the
Group also expects that sales numbers in FY22 will return
to FY20 levels, barring any further disruptions related
to COVID-19. In the longer term, the Company believes
that health concerns relating to COVID-19 may support
greater demand for private vehicles, as opposed to public
transport or other shared transport options. Also, given the
nature of the Group’s cars as necessities for its customers,
the Company believes it will be well positioned to weather
any extended economic downturn.
As a result of the COVID-19 pandemic, there has been a
substantial reduction in economic activity throughout the
world, as governments have introduced measures (such
as the closure of all non-essential businesses and the
cancellation of all public events) in a bid to halt, or at least
slow, transmission of the virus.
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
2. Basis of preparation (continued)
At the time of signing the financial statements, there is
uncertainty about how much further economic activity will fall
and how long the period of reduced economic activity will
last.
The Directors have assessed the likely impact of COVID-19
on the Group and have concluded that, for the 12 months
from the date of signing the financial statements, COVID-19
will not impact the ability of the Group to continue operating,
because:
• Profit before tax for the period ended 31 March 2021
was $4,691k (March 2020: $6,193k);
• Operating cashflows for the period ended 31 March
2021 were a net inflow of $5,697k (March 2020: a net
outflow of $55k) (Note 27).
Based on these factors, the Directors consider that the
Group is a going concern and the financial statements have
been prepared on that basis.
(e) Critical accounting estimates and judgements
The preparation of the consolidated financial statements,
requires management to make judgements, estimates
and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on
an on-going basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised
and in any future periods affected.
In particular, information about the sources of estimation
uncertainty that have the most significant effect on the
amounts recognised in the consolidated financial statements
are described below.
• Measurement of loss allowance on the loans
receivable (Note 3(i))
• Measurement of the inventory provision (Note 3(h))
• Measurement of contract liability on commission
income (Note 3(c))
• Measurement of useful life on property, plant and
equipment (Note 3(g))
• Measurement of lease term - lease liability and right of
use assets (Note 3(m))
Fair value measurement
A number of assets and liabilities included in the Group’s
financial statements require measurement at, and/or
disclosure of, fair value.
The fair value measurement of the Group’s financial
and non-financial assets and liabilities utilises market
observable inputs and data as far as possible. Inputs used
in determining fair value measurements are categorised
into different levels based on how observable the inputs
used in the valuation technique utilised are (the ‘fair value
hierarchy’):
- Level 1: Quoted prices in active markets for
identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other
than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived
from market data)
The classification of an item into the above levels is based
on the lowest level of the inputs used that has a significant
effect on the fair value measurement of the item. Transfers
of items between levels are recognised in the period they
occur.
The Group measures the following item at fair value.
- Financial instruments (notes 3(i))
(f) Changes in accounting policies
New standards, interpretations and amendments adopted
during the period
New standards impacting the Group that have been
adopted in the consolidated financial statements for the
year ended 31 March 2021, and which have given rise
to the changes in the Group’s accounting policies are as
follows:
NZ IFRS 8 Segment Reporting, and NZ IAS 33 Earnings
per share
The Group has applied NZ IFRS 8 and NZ IAS 33 to these
financial statements.
Amendments to NZ IFRS 16: COVID-19-Related Rent
Concessions
The amendment becomes effective for annual reporting
periods commencing on or after 1 June 2020.
The Group has elected to early adopt the amendment in
the period.
Following the amendment, the Group is not required to
account for the rent concessions as lease modifications,
subject to meeting certain criteria.
Accordingly, COVID-19-related rent concessions received
by the Group as lessee are recognised in profit or loss as a
variable lease payments.
3. Significant accounting policies
The Group has applied the same accounting policies and
methods of computation in these financial statements as
its previous annual financial statements, except for those
detailed in note 2(e) above.
Details of the Group’s significant accounting policies are
provided below.
In preparing the consolidated financial statements, all
intercompany balances, transactions, unrealised gains
and losses resulting from intra-group transactions and
dividends have been eliminated in full.
(a) Basis of consolidation
Subsidiaries are entities controlled by the Group. The
Group controls an entity when it is exposed to, or has rights
to, variable returns from its involvement with the entity and
NameCountry of incorporation
and principal place of
business
Proportion of
ownership interest
Non-Controlling interests
Ownership/voting interest
Mar 2021Mar 2020Mar 2021Mar 2020
2 Cheap Cars LimitedNew Zealand100%99%0%1%
NZ Motor Finance LimitedNew Zealand100%89%0%11%
2CC International LimitedNew Zealand100%100%0%0%
2 Cheap Rental Cars LimitedNew Zealand100%100%0%0%
2 Cheap Cars (Canada) Inc.Canada0%100%0%0%
Car Plus K.KJapan100%100%0%0%
2CC (Canada) Inc. has ceased trading and was liquidated by 31 March 2021. 2 Cheap Reantal Cars Limited has ceased trading
and as at 31 March 2021 only holds a lease on a property which is utilised by the Group.
(b) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the
functional currency at exchange rates at the dates of the
transactions. Foreign currency differences arising from
settlement at a different exchange rate are recognised
in profit or loss.
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
has the ability to affect those returns through its power
over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the
date that control commences.
The consolidated financial statements present the results
of the Company and its subsidiaries (“the Group”) as if
they formed a single entity. Intra-group transactions and
balances are therefore eliminated in full.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
Subsidiaries
The subsidiaries of NZ Automotive Investments Limited
(formerly 2CC Holdings Limited), all of which have been
included in these consolidated financial statements, are as
follows:
(ii) Foreign currency monetary assets and liabilities
At balance date, foreign monetary assets and liabilities
are translated to the functional currency at the closing
rate and exchange variations are recognised in profit
or loss.
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
(iii) Foreign currency non-monetary assets and liabilities
Foreign non-monetary assets and liabilities that are
measured at fair value are translated to the functional
currency at exchange rates at the date the fair value was
determined. Any foreign currency arising difference due to
translating to functional currency are recognised in profit
or loss.
Foreign non-monetary assets and liabilities that are
measured based on historical costs are translated using
the exchange rate at the date of the transactions. Any
foreign currency difference arising due to translating to
functional currency are recognised in profit or loss.
(c) Revenue
The specific revenue recognition policies associated with the
Group’s distinct performance obligations (as presented in
Note 4) are detailed below.
(i) Vehicles sold
Revenue is recognised at a point-in-time, with the transfer
of control determined as the point purchaser takes final
physical possession of the vehicle.
(ii) Insurance policies
Commission revenue is recognised on an agent basis at
a point-in-time , with the transfer of control determined
as the point the end customer enters into a signed life
insurance policy with the insurance provider (principal). As
the uncertainty associated with any commission clawbacks
is resolved, previously deferred revenue recognised as
contract liabilities is released and recognised as revenue.
(iii) Sale of scrap parts
Revenue is recognised at a point-in-time, with the transfer
of control determined as the point purchaser takes final
physical possession of the scrap parts.
(iv) Commissions received (booking fee, sales, finance)
Revenue is recognised on an agent basis at a point-in-
time , with the transfer of control determined as the point
the end customer enters into a signed finance agreement
with the finance provider (principal). As the uncertainty
associated with any commission clawbacks is resolved,
previously deferred revenue recognised as contract
liabilities is released and recognised as revenue.
(v) Interest revenue calculated using the effective interest
method
Interest revenue comprises interest on loans receivable
and cash and cash equivalents. Interest revenue is
recognised based on the effective interest method.
Performance obligations and timing of revenue recognition
Revenue is measured based on the consideration to which the
Group expects to be entitled to, excluding amounts collected
3. Significant accounting policies (continued)3. Significant accounting policies (continued)
on behalf of third parties and net of rebates, discounts
and payments to customers that are not in consideration
for separate goods or services provided. This represents
the fair value of total consideration payable, including both
cash and in the case of vehicles sold, any vehicle trade-
ins.
Where the ultimate transaction price receivable is subject
to variability (such as in the case of vehicle returns or
clawbacks on commissions) revenue is recognised only
to the extent that it is highly probable that the revenue
recognised would not be subsequently reversed.
Revenue is recognised when the control associated with
a good or service (or in aggregate thereof) representing
a distinct performance obligation is transferred from the
Group to the customer.
Where a single contract contains two or more distinct
performance obligations, the total transaction price of the
contract is allocated between the separate performance
obligations based on their stand-alone-sales-prices, and
represents the revenue to be recognised with respect to
that separate performance obligation.
Revenue is recognised on an over-time basis subject to
meeting specific criteria, otherwise, revenue is recognised
at a point-in-time , being the point that the customer
obtains control of the good or service subject to various
indicators.
Payment received from customers before revenue is
recognised and presented as a “Contract liability” in the
statement of financial position.
Receivables resulting from revenue being recognised
before the Company is able to contractually invoice for the
goods or services provided is recognised and presented
as a “Contract asset” in the statement of financial position.
The Group recognises revenue on a net basis as an
“Agent” (rather than on a gross basis as “Principal”) when
(i) it is not the party primarily responsible for fulfilling to
provide goods or services to the end customer, (ii) when
it does not assume the (inventory) risk of the goods or
services, and/or (iii) it does not have discretion in setting
the price payable by the end customer.
(d) Insurance contracts
NZ IFRS 17 becomes effective for annual reporting periods
commencing on or after 1 January 2023.
NZ IFRS 17 provides a scope exception for certain
contracts that provide waivers (forgiveness) of loan
balances upon the occurrence of specified events. Rather
than accounting for these waivers as insurance contracts,
the scope exemptions permits the Group to elect to
account for such loans entirely as financial instruments.
The Group has elected to apply this scope exemption.
Further details of the accounting policy relating to Loans
receivable to which the scope exemption directly effects
can be found in Note 7.
- Use of interest-bearing borrowings (interest rate risk);
and:
- Purchases in foreign currencies (foreign currency risk).
(e) Tax
Tax expense comprises current and deferred tax. Current
tax and deferred tax are recognised in profit or loss, except
to the extent that they relate to items recognised directly in
equity or in other comprehensive income. In such cases,
the tax is also recognised directly in equity or in other
comprehensive income, respectively.
Current tax is the expected tax payable or receivable on
the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the reporting date, and
any adjustment to tax payable in respect of previous years.
Current tax also includes any tax liability arising from the
declaration of dividends.
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts
used for taxation purposes. Deferred tax is not recognised
for:
(i) temporary differences on the initial recognition of
assets or liabilities in a transaction that is
not a business combination and that
affects neither accounting nor
taxable profit or loss,
(ii) temporary differences arising on the initial recognition
of goodwill; and
(iii) temporary differences related to investments in
subsidiaries and jointly controlled entities to the
extent that the timing of the reversal of the temporary
differences is controlled by the Group and it
is probable that they will not reverse in the
foreseeable future.
Deferred tax is measured at the tax rates that are expected
to be applied to temporary differences when they reverse,
using tax rates enacted or substantively enacted at the
reporting date.
In determining the amount of current and deferred tax
the Group takes into account the impact of uncertain
tax positions and whether additional taxes and interest
may be due. The Group believes that its accruals for tax
liabilities are adequate for all open tax years based on its
assessment of many factors, including interpretations of tax
law and prior experience.
This assessment relies on estimates and assumptions and
may involve a series of judgements about future events.
New information may become available that causes the
Group to change its judgement regarding the adequacy
of existing tax liabilities; such changes to tax liabilities will
impact tax expense in the period that such a determination
is made.
Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same
tax authority on the same taxable entity, or on different tax
entities, but they intend to settle current tax liabilities and
assets on a net basis or their tax assets and liabilities will be
realised simultaneously.
A deferred tax asset is recognised for unused tax losses,
tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profits will be
available against which they can be utilised. Deferred tax
assets are reviewed at each reporting date and are reduced
to the extent that it is no longer probable that the related tax
benefit will be realised.
(f) Employee benefits
(i) Short-term employee benefits
Liabilities for wages and salaries, including non-
monetary benefits and accumulating annual leave that
are expected to be settled wholly within 12 months after
the end of the period in which the employees render the
related service are recognised in respect of employees’
services up to the end of the reporting period and are
measured at the amounts expected to be paid when the
liabilities are settled.
These include salaries and wages accrued up to the
reporting date and annual leave earned, but not yet taken
at the reporting date. The Group recognises a liability
and an expense for bonuses where they are contractually
obliged or where there is a past practice that has created a
constructive obligation.
(ii) Defined contribution plans (Kiwisaver etc.)
Contributions to defined contribution plans are
recognised in the consolidated statement of profit or
loss and other comprehensive income in the year to
which they relate.
(g) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at
cost less accumulated depreciation and accumulated
impairment losses.
Cost includes expenditure that is directly attributable to the
acquisition of the asset.
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
3. Significant accounting policies (continued)3. Significant accounting policies (continued)
Leasehold improvements4.0% - 30.0% DV
Furniture and fittings8.0% - 67.0% DV
Motor vehicles10.0% - 40.0% DV
Computer equipment20.0% - 67.0% DV
Workshop equipment10.0% - 67.0% DV
Depreciation methods, useful lives and residual
values are reviewed at reporting date and adjusted if
appropriate.
(h) Inventories
Inventories are measured at the lower of cost and net
realisable value with due allowance for any damaged and
obsolete stock items. The cost of inventories is based
on the first-in first-out principle and includes expenditure
incurred in acquiring the inventories and other costs
incurred in bringing them to their existing location and
condition.
Vehicles acquired via trade-in from car sales with
customers are initially measured at their trade-in date fair
value.
When parts of an item of property, plant and equipment
have different useful lives, they are accounted for as
separate items (major components) of property, plant and
equipment.
Any gain or loss on disposal of an item of property, plant
and equipment (calculated as the difference between the
net proceeds from disposal and the carrying amount of the
item) is recognised in profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalised only when it is
probable that the future economic benefits associated
with the expenditure will flow to the Group. Ongoing
repairs and maintenance is expensed as incurred.
(iii) Depreciation
For plant and equipment, depreciation is based on
the cost of an asset less its residual value. Significant
components of individual assets that have a useful life
that is different from the remainder of those assets are
depreciated separately.
Depreciation is recognised in profit or loss on a
diminishing value basis over the estimated useful lives
of each component of an item of property, plant and
equipment.
The useful lives and depreciation method used for
significant items of property, plant and equipment are
as follows:
(i) Financial instruments
The Group recognises financial instruments when it becomes
a party to the contractual provisions of the instrument.
Financial instruments are initially measured at fair value. For
those financial instruments that are classified as amortised
cost this includes directly attributable transaction costs. For
those financial instruments classified as at fair value through
profit or loss, any directly attributable transaction costs are
expensed in profit or loss as incurred. Financial liabilities are
measured net of transaction costs.
(i) Financial assets – classification and subsequent
measurement
Financial assets are classified based on whether
their repayments represent solely payments
of principal and interest (SPPI), and whether the
instrument is held to collect those repayments, and/
or to be sold.
At Amortised cost
These financial assets represent those held to collect
SPPI, and include: Trade and other receivables; Loans
receivable (those that do not include waiver clauses);
Cash and cash equivalents (including cash in hand,
deposits held at call with banks).
These financial assets are subsequently measured at
amortised cost using the effective interest rate method,
less impairment (as detailed below).
Impairment allowances for Trade receivables
Are recognised based on the simplified approach within
NZ IFRS 9 using a provision matrix in the determination
of the lifetime expected credit losses. On confirmation
that the trade receivable will not be collectible, the gross
carrying value of the asset is written off against the
associated impairment allowance.
Impairment allowances for Loans receivable
Are recognised based on a forward-looking
expected credit loss (“ECL”) model. The
methodology used to determine the amount of the
allowance is based on whether there has been a
significant increase in credit risk since
initial recognition of the financial asset.
For those where the credit risk has not increased
significantly since initial recognition of the financial asset,
twelve month expected credit losses along with gross
interest income are recognised (“Stage 1”).
For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross
interest income are recognised (“Stage 2”). The Group
assumes that the credit risk on a financial asset has
increased significantly if it is more than 30 days past due.
For those that are determined to be credit impaired
(in default), lifetime expected credit losses along with
interest income on a net basis are recognised (“Stage
3”). The Group considers a financial asset to be in default
when the financial asset is more than 90 days past due,
as well as observable evidence with respect to:
- significant financial difficulty of the borrower;
- a breach of contract, such as a default or being
more than 90 days past due;
- granting to the borrower a concession for
economic or contractual reasons relating to the
borrower’s financial difficulty;
that the Group would not consider otherwise; or
- it is probable that the borrower will enter
bankruptcy or other financial reorganisation.
When determining whether there has been a significant
increase in credit risk since initial recognition of the
financial asset, and when estimating ECLs, the Group
considers reasonable and supportable information that is
relevant and available without undue cost or effort.
This includes both qualitative and quantitative information
and analysis, based on the Group’s historical experience
and informed credit assessment and includes forward
looking information.
The gross carrying amount of Loans receivable is written
off when the Group has no reasonable expectation of
recovering the balance in its entirety or a portion thereof.
Impairment allowances for Cash and cash equivalents
Balances held with “investment grade” counterparties
a significant increase in credit risk is deemed not be
present.
At Fair value through profit or loss (non-derivatives)
These financial assets represent Loans receivable (that
include waiver clauses). In applying the scope exemption
in NZ IFRS 17 Insurance Contracts to these contracts,
such that they are accounted for as financial assets in
their entirety, the presence of the waiver clauses results
in repayments not representing SPPI. Loans receivable
includes loans on which customers voluntarily elect to
opt for additional Asset Waiver and/or Income Waiver
products which are offered by the Group.
Accordingly, these balances are classified and measured
subsequently as at fair value through profit or loss.
Repayments of these loans are recognised as reductions
in the carrying amount, with fair value gains or losses at
each reporting date recognised in profit or loss.
At Fair value through profit or loss (derivatives)
Derivatives financial assets represent “in the money”
derivative contracts that are classified and measured
subsequently as at fair value through profit or loss,
with fair value gains or losses at each reporting date
recognised in profit or loss.
(ii) Financial liabilities - classification and subsequent
measurement
Financial liabilities are classified as at fair value through
profit or loss if it is held-for-trading, it is a derivative or
it is designated as such on initial recognition, otherwise
the it is classified as At Amortised cost.
At Amortised cost
They include: Trade and other payables; Borrowings;
Lease liabilities.
These financial liabilities are subsequently measured at
amortised cost using the effective interest rate method.
At Fair value through profit or loss (derivatives)
Derivatives financial liabilities represent “out of the
money” derivative contracts that are classified and
measured subsequently as At Fair value through profit
or loss, with fair value gains or losses at each reporting
date recognised in profit or loss.
(iii) Derecognition of financial assets and financial
liabilities
Financial assets
The Group derecognises a financial asset when the
contractual rights to the cash flows from the financial
asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which
substantially all of the risks and rewards of ownership of
the financial asset are transferred or in which the Group
neither transfers nor retains substantially all of the risks
and rewards of ownership and it does not retain control
of the financial asset.
Financial liabilities
The Group derecognises a financial liability when its
contractual obligations are discharged or cancelled, or
expire.
The Group also derecognises a financial liability
when its terms are modified and the cash flows of the
modified liability are substantially different, in which
case a new financial liability based on the modified
terms is recognised at fair value.
On derecognition of a financial liability, the difference
between the carrying amount extinguished and the
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
3. Significant accounting policies (continued)3. Significant accounting policies (continued)
consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in profit
or loss.
(iv) Impairment of non-financial assets
The carrying amounts of the Group’s non-financial
assets, other than deferred tax assets and inventories,
are reviewed at each reporting date to determine
whether there is any indication of impairment. If any
such indication exists, then the asset’s recoverable
amount is estimated.
An impairment loss is recognised whenever the carrying
amount of an asset exceeds its recoverable amount.
Impairment losses directly reduce the carrying amount
of assets and are recognised in profit or loss.
The estimated recoverable amount of non-financial
assets is the greater of their fair value less costs to
sell and value in use. Value in use is determined by
estimating future cash flows from the use and ultimate
disposal of the asset and discounting these to their
present value using a pre-tax discount rate that reflects
current market rates and the risks specific to the asset.
For an asset that does not generate largely independent
cash inflows, the recoverable amount is determined for
the cash-generating unit to which the asset belongs.
A cash-generating unit is the smallest group of assets
that generates cash inflows from continuing use that
are largely independent of the cash inflows of the other
assets or groups of assets.
Impairment losses are reversed when there is a change
in the estimate used to determine the recoverable
amount and there is an indication that the impairment
loss has decreased or no longer exists. An impairment
loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation
or amortisation, if no impairment loss had been
recognised. All impairment losses are reversed through
profit or loss.
(j) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of ordinary shares
are recognised as a deduction from equity, net of any tax
effects.
(k) Goods and services tax
With the exception of trade payables and receivables, all
items are stated exclusive of Goods and Services Tax.
(l) Reserves
Amalgamation reserve
The amalgamation reserve represents the difference between
the fair value of consideration paid and the carrying amount
of net assets in a business combination where the acquirer
and acquiree are controlled by the same (ultimate) party
(business combination under common control).
(m) Leases
All leases in which the Group is a lessee are accounted for by
recognising a Right-of-use asset and a Lease liability except
for:
• Leases of low value assets; and
• Leases with a duration of 12 months or less.
Payments associated with all leases of low-value assets and
short-term leases of equipment and vehicles are recognised
on a straight-line basis as an expense in profit or loss.
(i) Initial measurement
Lease liabilities are measured at the present value of the
contractual payments due to the lessor over the lease
term, with the discount rate determined by reference to
the rate inherent in the lease unless (as is typically the
case) this is not readily determinable, in which case the
Group’s incremental borrowing rate on commencement
of the lease is used. Variable lease payments are only
included in the measurement of the lease liability if they
depend on an index or rate, however in such cases
the initial present value determination assumes that the
variable element will remain unchanged throughout the
lease term.
Other variable lease payments are expensed in the
period to which they relate.
On initial recognition, the carrying value of the Lease
liability also includes:
• amounts expected to be payable under any
residual value guarantee;
• the exercise price of any purchase option granted
in favour of the Group if it is reasonable certain to
assess that option;
• any penalties payable for terminating the lease,
if the term of the lease has been estimated on the
basis of termination option being exercised.
Right-of-use assets are initially measured at the amount
of the Lease liability, reduced for any lease incentives
received, and increased for:
• Lease payments made at or before
commencement of the lease;
• Initial direct costs incurred; and
• The amount of any provision recognised where
the Group is contractually required to dismantle,
remove or restore the leased asset (typically
make-good provisions on buildings).
(ii) Subsequent measurement
Subsequent to initial measurement Lease liabilities
increase as a result of interest charged at a constant
rate on the balance outstanding and are reduced for
lease payments made.
Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the
remaining economic life of the asset if, rarely, this is
judged to be shorter than the lease term. Right-of-use
assets are also subject to impairment assessment at
reporting date.
(iii) Remeasurement
When the Group revises its determination of the use
(or non-use) of renewal and/or termination options,
the carrying amount of the lease liability is adjusted to
reflect the payments to make over the revised term,
which are discounted at the revised discount rate.
The carrying value of lease liabilities is similarly revised
when the variable element of future lease payments
dependent on a rate or index is revised, however this is
discounted at the original discount rate.
In both cases an equivalent adjustment is made to the
carrying value of the right-of-use asset, with the revised
carrying amount being amortised over the remaining
(revised) lease term.
For changes in lease payments as a result of COVID-19,
the carrying value of lease liabilities is revised and
discounted at the original discount rate, with a
corresponding adjustment to profit or loss (variable
lease payment).
(iv) Modifications to lease agreements
When the Group renegotiates the contractual terms of
a lease with the lessor, the accounting depends on the
nature of the modification:
Increases in scope:
• If the renegotiation results in one or more additional
assets being leased for an amount commensurate with
the stand-alone price (i.e. market rate) for the additional
rights-of-use obtained, the modification is accounted
for as a separate lease in accordance with the above
policy.
• In all other cases (whether that is an extension to
the lease term, or one or more additional assets being
leased), the lease liability is remeasured using the
revised discount rate applicable on the modification
date, with the right-of-use asset being adjusted by the
same amount.
Decreases in scope:
• Both the carrying amount of the lease liability and
right-of-use asset are reduced by the same proportion
to reflect the partial of full termination of the lease with
any difference recognised in profit or loss.
The lease liability is then further adjusted to ensure its
carrying amount reflects the amount of the renegotiated
payments over the renegotiated term, with the modified
lease payments discounted at the rate applicable on
the modification date.
The right-of-use asset is adjusted by the same amount.
(n) Government grants
Grants that compensate the Group for expenses incurred
are recognised as income in profit or loss on a systematic
basis in the periods in which the associated expenses are
recognised.
(o) Finance income and finance expenses
Interest income is recognised as it accrues in profit or loss,
using the effective interest method.
Finance expenses comprise interest expense on
borrowings.
Borrowing costs that are not directly attributable to the
acquisition, construction or production of a qualifying asset
are recognised in profit or loss using the effective interest
method.
(p) Intangible assets
Intangible assets are amortised on a straight-line basis in
profit or loss over their estimated useful lives, from the date
that they are available for use.
The estimated useful lives for the current and comparative
periods are as follows:
- Trademarks 10 years
Amortisation methods and useful lives are reviewed at each
reporting date and adjusted if appropriate.
(q) Cash and cash equivalents
For the purpose of presentation in the statement of cash
flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of
three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant
risk of changes in value, and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities
in the balance sheet.
NZAI
5051
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
4. Revenue from contracts with customers
MAR 2021
$’000
MAR 2020
$’000
Sale of cars58,10570,022
Sale of other goods-36
Fair value gain on Loans742271
Interest on bank accounts, short term deposits and investments14466
Agent commissions received--
- Insurance agent commissions4,22858
- Interest agent commissions2,1475,213
- Other agent commissions-649
Total revenue from contracts with customers
65,36676,316
Timing of transfer of goods and services
Point of sale income
65,22376,250
Over time income14466
65,36676,316
MAR 2021
$’000
MAR 2020
$’000
Gain on sale of property, plant and equipment-15
Government grants received
1
599-
Other16043
Total sundry income
75958
1
During the period the Group received government grants in the form of COVID-19 related Wage subsidies from the New Zealand
Government.
Revenue from motor vehicle finance operations is included in finance income detailed in Note 4.
5. Sundry income
6. Segment reporting
Description of segments
Management has determined the operating segments based on the components of the Group that engage in business activities,
which have discrete financial information available and whose operating results are regularly reviewed by the Group’s chief
operating decision maker. The chief operating decision maker has been identified as the Board of Directors. The Board of Directors
makes decisions about how resources are allocated to the segments and assesses their performance. Geographically the Group’s
business activities are located in New Zealand.
Reportable segments have been identified as follows:
Automotive retail
Finance
Other
As at 31 March 20212 Cheap Cars
Limited
$’000
NZ Motor
Finance Limited
$’000
Others
$’000
Elimination -
Inter-entity
transactions
$’000
Total
$’000
Revenue including interest
65,5151,0042,158(2,551)66,126
Cost of sale(52,656)-(1,058)2,026(51,688)
Interest expense - finance(9)(586)89493(13)
Operating expense(6,893)(397)(1,348)-(8,638)
Operating profit
5,95721(159)(32)5,787
Cost to list Company(418)-(278)-(696)
Dividend received--1,435(1,435)-
Interest expense - trading(383)-(17)-(400)
Net profit before tax5,15621981(1,467)4,691
As at 31 March 20202 Cheap Cars
Limited*
$’000
NZ Motor
Finance Limited
$’000
Others
$’000
Elimination -
Inter-entity
transactions
$’000
Total
$’000
Revenue including interest
75,7713265,248(4,972)76,373
Cost of sale(60,390)(2)(364)1,375(59,381)
Interest expense - finance-(22)-15(7)
Operating expense(8,862)(443)(1,772)807(10,270)
Operating profit
6,519(141)3,112(2,775)6,715
Dividend received--(2,727)2,727-
Interest expense - trading(522)---(522)
Net profit before tax5,997(141)385(48)6,193
The Group operates in a single Geographic segment, New Zealand.
*2 Cheap Cars Limited was audited in FY20
Operating Segments
7. Determination of fair values
The following table shows the valuation techniques used as well as the significant unobservable inputs used.
ItemValuation techniqueSignificant unobservable inputs
Loans and receivables – At Amortised cost
(Level 3: disclosure only, refer Note 14)
Book valueInterest rate - 15.95% - 17.95%
Provision for default 2%
Loans and receivables – At Fair Value through profit and loss
(Level 3: refer Note 14)
Discounted
cash flow
• Timing and amount of future cash flows
• Effect of eligible loan waiver features
Borrowings
(Level 3: disclosure only, refer Note 22)
Book valueInterest rate - 2.75%
Derivatives - At Fair Value through profit and loss
(Level 3: disclosure only, refer Note 18)
Market to marketYear end foreign exchange rate NZD $1:
JPY 77.3677
Average foreign exchange rate on derivative
liabilities NZD $1: JPY 76.83
6. Segment reporting (continued)
NZAI
5253
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
Face value versus carrying amounts
The fair value of financial assets and liabilities, together with the carrying amounts shown in the Consolidated Statement of Financial
Position, are as follows.
31 March 2021NoteCarrying
Amount
$’000
Fair value
(level 3)
$’000
Assets
Cash and cash equivalents128,2678,267
Trade and other receivables152,5592,559
Loans receivable - At Amortised cost14829876
Loans receivable - At Fair value through profit or loss142,9982,998
Total assets14,65314,700
Liabilities
Trade and other payables162,0952,095
Borrowings228,4208,420
Derivative financial liabilities184343
Related party payable242020
Total liabilities10,57810,578
31 Mar 2020NoteCarrying
Amount
$’000
Fair value
$’000
Assets
Cash and cash equivalents121,7751,775
Trade and other receivables151,0011,001
Derivative financial assets18294294
Loans receivable - At Amortised cost14463494
Loans receivable - At Fair value through profit or loss141,1481,148
Total assets4,6814,712
Liabilities
Trade and other payables161,7631,763
Borrowings228,0008,000
Related party payable2420,01720,017
Total liabilities29,78029,780
The carrying amount of cash and cash equivalents, trade and other receivables and trade and other payables has been determined to
be a reasonable approximation of the fair value of the financial instrument given the short-term nature of these financial instruments.
Borrowings relate to facilities that are repaid within a short timeframe.
Related party payable relates to loans from E & Co Trust and Sena Family Trust that were subsequently capitalised on 2 November
2020 (Note 24).
Refer to Note 14 for fair value measurement information regarding Loans receivable .
7. Determination of fair values (continued)
NotesMAR 2021
$’000
MAR 2020
$’000
Interest expense on financial liabilities measured at amortised cost(166)(250)
Interest expense on lease liabilities17(234)(279)
Other(13)-
Finance expenses(413)(529)
8. Finance expenses
7. Determination of fair values (continued)
The sensitivity analysis of a reasonably possible change in one significant unobservable input, holding other inputs constant,
of level 3 financial instruments is provided below:
31 March 2021Profit or lossOther comprehensive income
(net of tax)
Increases
$’000
Decreases
$’000
Increases
$’000
Decreases
$’000
Significant unobservable inputs
Discount rate used231(256)166(184)
(+/- 5%)
Default provision used201(201)145(145)
(+/- 5%)
Waiver provision rate used157(157)113(113)
(+/- 5%)
NotesMAR 2021
$’000
MAR 2020
$’000
Key operating expenses includes the following:
Audit fees(60)(38)
Depreciation - property, plant and equipment26(304)(313)
Depreciation - right-of-use assets17(1,669)(1,714)
Employee benefit expenses - excluding direct wages included in cost of sale
Wages and salaries2,6872,977
KiwiSaver - including direct wages167136
9. Key operating expenses
NZAI
5455
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
NumeratorMAR 2021
$'000
MAR 2020
$'000
Profit for the year and earnings (basic and diluted EPS)3,1974,229
DenominatorMAR 2021
No. shares
MAR 2020
No. shares
Number of shares (basic EPS)45,554,50015,000,000
Weighted average number of shares (diluted EPS)27,731,04215,000,000
EPS basic0.070.28
EPS dilluted0.120.28
10. Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit attributable to shareholders of the Group by the weighted average
number of ordinary shares on issue during the year, excluding shares held as treasury stock.
Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.
MAR 2021
$’000
MAR 2020
$’000
Final dividend of 7.19 cents (Last year: Nil cents) per Ordinary share proposed and paid
during the year relating to the previous year’s results
1,078-
Interim dividend of Nil cents (Last year: 6.57 cents) per Ordinary share paid during the year-985
1,078985
11. Dividends
12. Cash and cash equivalents
Cash and cash equivalents in the Interim Consolidated Statement of Financial Position comprise cash at bank and short term deposits
with an original maturity of three months or less which are subject to an insignificant risk of changes in value.
Held with
Credit Rating
31 Mar 2021
Credit Rating
31 Mar 2020
Interest
31 Mar 2021
Interest
31 Mar 2020
MAR 2021
$’000
MAR 2020
$’000
Cash at bankASB Bank &
Mitsui Bank
AA- & A-1
0.11%
0.11%
8,267
1,764
Term depositsTD Canada TrustA-1+0.20%0.20%-11
Total cash and cash equivalents8,2671,775
As cash and cash balances are held with counterparties with “investment grade” credit ratings, there is not deemed to be a significant
increase in credit risk associated with the Group’s Cash and cash equivalents balance. Credit rating is as per Standard & Poor.
Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are
repayable with 24 hours’ notice with no loss of interest. See note 3(q) for the group’s other accounting policies on cash and cash
equivalents.
13. Inventories
MAR 2021
$’000
MAR 2020
$’000
Gross stock on hand12,35015,680
Inventory provision(458)(435)
Merchandise-1
Total inventories11,89215,246
NZAI
5657
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
At Amortised CostAt Fair value
through profit and loss
Total
Opening balance (1 Apr 2019)
Gross carrying value ---
Less: Impairment allowance ---
Total Loans receivable
---
Movements during the period
Advances of loans to customers 5241,0181,542
Repayments of loans by customers (87)(141)(228)
Movement in accrued interest26-26
Fair value gain/(loss)-271271
Closing balance (31 Mar 2020)
Gross carrying value
4631,1481,611
Less: Impairment allowance(9)-(9)
Total Loans receivable4541,1481,602
Movements during the period
Advances of loans to customers7112,3743,085
Repayments of loans by customers(431)(1,059)(1,490)
Movement in accrued interest86-86
Fair value gain/(loss)-535535
Closing balance (31 Mar 2021)
Gross carrying value
8292,9983,827
Less: Impairment allowance(24)-(24)
Total Loans receivable8052,9983,803
Current portion4061,2091,615
Less: Impairment allowance(24)-(24)
Non-current portion4231,7892,212
Total Loans receivable8052,9983,803
14. Loans receivable
The effective interest rate on Loans receivable at Amortised cost are 15.95% - 17.95% (31 March 2020: 15.95% - 17.95%).
Loans Receivable measured at amortised cost (financial assets which represent solely payments of principal and interest) have been
impaired at 2%, using the expected credit loss model. See note 3(i) for further details.
Loans receivable measured at fair value (financial instruments that include waiver based clauses) are modelled at fair value and include
an effective default risk impairment rate of 2% which is factored into the inputs of the valuation.
The impairment rate used is higher than the current actual current rate of impairment, which stood at 0.11% to March 2021 (March 2020:
Nil). Consideration was made with reference to additional default risks that could be caused from the effects that COVID-19 could have
on borrowers ability to repay debt and was taken into account when determining the impairment rate.
15. Trade and other receivables
MAR 2021
$’000
MAR 2020
$’000
Trade receivables21585
Less: Impairment allowance(17)(67)
Net trade receivables19818
Lease deposits and bonds217216
Financial assets At Amortised cost415234
Prepayments2,069295
GST receivable-467
Other current assets755
Total trade and other receivables2,5591,001
Trade receivables generally have terms of 30 days and are interest free. Trade receivables of a short-term duration are not discounted.
14. Loans receivable (continued)
The following table details the risk profile of the Group’s provision matrix for loan receivables collectively assessed for impairment.
31 Mar 2021
Expected loss rate
%
Gross finance
receivable
$’000
Collective impairment
provision
$’000
Net finance
receivables
$’000
Current2%3,826(24)3,802
Past due up to 30 days2%1-1
Past due 30 - 60 days---
Past due 60 - 90 days---
in default---
2%3,827(24)3,803
31 Mar 2020
Current2%1,611(9)1,602
Past due up to 30 days
2%---
Past due 30 - 60 days---
Past due 60 - 90 days---
in default---
2%1,611(9)1,602
2021
$’000
2020
$’000
Movement in the impairment provisions:
Specific impairment provision
Opening balance(9)-
Impairment release through profit or loss(11)(9)
Amounts written off(4)-
(24)(9)
NZAI
5859
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
17. Leases
The Group leases a number of properties and equipment in the jurisdiction from which it operates.
(i) Right of use AssetsMAR 2021
$’000
MAR 2020
$’000
Opening Balance7,651-
Additions5609,365
Less:
Depreciation(1,669)(1,714)
Disposals(296)-
Closing Balance6,2467,651
(ii) Lease Liabilities
Opening Balance7,883-
Additions5639,363
Interest234279
Gain on changes to leases17-
Less:
Disposals(278)-
Repayments(1,682)(1,751)
COVID Relief(120)-
Effects of movements in exchange rates(14)(8)
Closing Balance6,6037,883
Current portion1,6001,575
Non-current portion5,0036,308
Total lease liabilities6,6037,883
16. Trade and other payables
MAR 2021
$’000
MAR 2020
$’000
Trade payables1,5771,432
Financial liabilities At Amortised cost1,5771,432
Contract liabilities
228284
GST payable
(153)-
Deferred wage subsidy received
-28
Other payables
44319
Total trade and other payables
2,0951,763
Trade payables generally have terms of 30 days and are interest free. Trade payable of a short-term duration are not discounted.
MAR 2021
$’000
MAR 2020
$’000
Liability for annual leave613444
Wages payables258255
871699
19. Employee benefit liabilities
17. Leases (continued)
(ii) Balance sheet and cash flow statement
MAR 2021
$’000
MAR 2020
$’000
Carrying amount of RoU asset (by asset class)
• Premises6,2467,651
• Equipment--
Total cash outflow related to leases (principal repayments)(1,682)(1,751)
Total cash outflow related to leases (interest)(234)(279)
(i) Variable lease payments
As standard industry practice, several of the Groups property
leases are subject to periodic CPI increases and/or market rent
reviews. A 1% increase in these payments would result in an
additional $8,453 cash outflow compared to the current period’s
cash outflow.
(ii) Lease term – use of renewal and termination options
The Group’s property leases typically include renewal and
termination options. The Group must assess whether it
reasonably expects (or not) to exercise these when determining
the lease term.
As at 31 March 2021, there are 3 leases where the group has
assessed it does not reasonably expect to exercise all available
renewal options, resulting in potential future lease payments
not currently being included in the lease liability recognised for
these leases:
• Period: 2 – 10 years
• Annual payments: $159,613 (based on current lease payment
amounts).
(i) Amounts recognised in the financial statements
(ii) Short-term lease expense (excluding leases of 1 month
or less)
These are all leases that exclude 1 month or less in duration,
which management have assessed do not qualify as a lease
under NZ IFRS16 and have not been capitalised as a result.
18. Derivative financial instruments
Forward contracts were taken out during the year to provide cover for risks that could potentially arise from foreign currency fluctuations
in the buying & selling of inventories. If the contracts are realised at fair market value at balance date, this would result in a foreign
exchange loss on derivatives of $43,237 as at 31 March 2021 (March 2020: Foreign exchange gain of $293,550).
NZAI
6061
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
(c) Deferred tax
Income tax recognised in profit or loss
MAR 2021
$’000
MAR 2020
$’000
Balance at the beginning of the period428377
Current period movement4951
Deferred tax asset
477428
Made up of:
Deferred tax asset2,2302,571
Deferred tax liability(1,753)(2,143)
Net balance as per above
477428
Deferred tax assets are attributable to the following:
Inventory provision127116
Employee benefits160140
Bad debt1319
Others129
Contract liabilities6480
Lease liabilities1,8542,207
Right-of-use asset(1,753)(2,143)
477428
Income tax recognised in profit or lossMAR 2021
$’000
MAR 2020
$’000
Current tax1,5412,015
Deferred tax(49)(51)
Total income tax expense1,4921,964
Income tax recognised in profit or lossMAR 2021
$’000
MAR 2020
$’000
Profit before income tax expense4,6916,193
Tax expense at the domestic tax rate (28%)1,3131,734
Permanent differences284(602)
Timing differences4595
Intergroup eliminations(115)776
Recognition of tax losses-3
Effects of tax rate in foreign jurisdictions149
Income tax expense1,5412,015
20. Income tax
(a) Income tax recognised in profit or loss and other comprehensive income
(b) Reconciliation of income tax expense
23. Share capital
Number of Ordinary SharesMAR 2021MAR 2020
Opening balance15,000,00015,000,000
Shares issued capital raise3,509,500-
Shares issued staff incentives45,000-
Shares issued buy back of non controlling interest413,358-
Shares issued conversion shareholder loans to shares14,012,144-
Share split12,574,498-
Total issued and autorised capital45,554,50015,000,000
Dollar value of Ordinary SharesMAR 2021
$’000
MAR 2020
$’000
Opening balance15,44215,442
Shares issued capital raise3,510-
Cost of capital raise(243)-
Shares issued staff incentives45-
Shares issued buy back of Non controlling interests590-
Shares issued conversion shareholder loans to shares20,000-
Share split--
Total issued and authorised capital39,34415,442
All issued shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at meetings of the Group and rank equally with regard to the Group’s residual assets.
MAR 2021
$’000
MAR 2020
$’000
Trade finance facility8,4208,000
22. Borrowings
The interest rates at 31 March 2021 varied from 1.98% to 2.76% (March 2020: 2.27% to 2.88%).
The loan facilities are up for review and expire on 31 December 2021.
All covenants on facilities were met throughout the year.
MAR 2021
$’000
MAR 2020
$’000
Imputation credits at 1 April(2,091)(376)
New Zealand Tax payments, net of refunds(1,788)(2,097)
Imputation credits attached to dividends received(559)371
Imputation credits attached to dividends paid97711
(3,461)(2,091)
Imputation Credits at 31 March available
The imputation credits are available to shareholders of the company:
- Through the company
- Through subsidiaries
21. Imputation Credits
NZAI
6263
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
MAR 2021
$’000
MAR 2020
$’000
Short-term employee benefits1,076992
Defined contribution plans3029
Total key management personnel remuneration1,1061,021
24. Related parties
Identity of related parties
The Company has a related party relationship with its key management personnel being the Directors and Executive Officers.
Key management personnel
Key management personnel represent the Board of Directors, and the Senior Leadership team including the Managing Directors,
Chief Executive Officer and Chief Financial Officer.
25 Financial instruments - risk management
The Board has overall responsibility for the determination of the Group’s risk management objectivies and policies and, whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective
implementation of the objectives and policies to the Group’s finance function. The Board receives monthly reports from the Chief
Financial Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and
policies it sets. The Group’s internal finance team also review the risk management policies and processes and report their findings to
the Audit Committee.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Groups
competitiveness and flexibility. Further details regarding these policies as they relate to the specific financial risks that the Group is
exposed to are set out below:
Through its operations, the Group is exposed to the following financial risks:
(a) Credit risk
(b) Market risk
(c) Liquidity risk
(d) Currency risk
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial asset fails to meet their contractual obligations.
The Group’s exposure to credit risk is represented by the carrying amount of cash and cash equivalents and investments.
The Group only holds cash and cash equivalents and investments with financial institutions that are independently determined credit
ratings of “A” or higher.
The Group has an Audit & Risk Committee that monitors credit risk as part of its wider duties.
Cash and cash equivalents held with financial institutions are presented in the table below:
31 March 2021Credit rating *Cash and cash
equivalents
$’000
Investments
$’000
Total
$’000
ASB BankAA-7,959-7,959
Mitsui BankA-1308-308
8,267-8,267
31 March 2020Credit rating *Cash and cash
equivalents
$'000
Investments
$'000
Total
$'000
ASB BankAA-1,565-1,565
Mitsui BankA-1135-135
TD Canada TrustA-1+-7575
1,700751,775
* Standard & Poor’s
Interest rates on interest bearing cash and cash equivalents and investments range between 0.11% - 0.20% (2020: 0.11% - 0.20%).
Transactions for the periodBalance outstanding at balance date
MAR 2021MAR 2020 MAR 2021MAR 2020
$'000$'000$'000$'000
E & Co Trust---10,000
Sena Family Trust---10,000
Eugene Williams109109
Yusuke Sena108108
20172020,017
The loans of $20m from E & Co Trust and Sena Family Trust were capitalised on 2 November 2020 (Note 23). 14,012,144 new shares
were issued at a value of $20,000,000
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
Transactions with related parties
NZAI
6465
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
26. Property, plant and equipment
Leasehold
improvements
$’000
Motor
vehicles
$’000
Furniture and
fittings
$’000
Computer
equipment
$’000
Workshop
equipment
$’000
Total
$’000
Cost
Balance at 1 April 2020
724319655497492,244
Additions2461164332176
Disposals(42)(31)(69)(21) (19) (182)
Balance at 31 March 2021706349602519622,238
Accumulated depreciation
Balance at 1 April 2020
(172)(90)(246)(309)(9)(826)
Depreciation(52)(92)(60)(91)(9)(304)
Disposals1273318474
Effect of exchange rate-(6)---(6)
Balance at 31 March 2021(212)(181)(273)(382)(14)(1,062)
Net book value
At 31 March 2021
494168329137481,176
The Group has reviewed each items of property, plant and equipment and no impairment charge was recognised for the year ended
31 March 2021 (March 2020: Nil).
Leasehold
improvements
$’000
Motor
vehicles
$’000
Furniture and
fittings
$’000
Computer
equipment
$’000
Workshop
equipment
$’000
Total
$’000
Cost
Balance at 1 April 2019
666280656346151,963
Additions90398516037411
Disposals(32)-(86)(9) (3) (130)
Balance at 31 March 202072431965549749 2,244
Accumulated depreciation
Balance at 1 April 2020
(116)(113)(197)(193)(2)(621)
Depreciation(58)(54)(70)(124)(7)(313)
Disposals277218-108
Effect of exchange rate------
Balance at 31 March 2020(172)(90)(246)(309) (9)(826)
Net book value
At 31 March 2020
552229409188401,418
25 Financial instruments - risk management (continued)
(b) Market risk
Market risk arises from the Group’s:
- Use of interest-bearing borrowings (interest rate risk); and
- Purchases in foreign currencies (foreign currency risk).
i. Interest rate risk
Interest rate risk is the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of
changes in market interest rates.
The Group is exposed to fair value interest rate risk from
its fixed / variable rate borrowing and lease liabilities, with
rates between 3.3% (2020: 3.3%).
ii. Foreign exchange risk
The Group currently does not have any sales transactions
denominated in foreign currencies, however the Group
has purchases transactions denominated in foreign
currencies.
During the current reporting period the Group has
purchased used cars with purchase prices denominated
in foreign currencies (YEN).
To mitigate foreign exchange risk on significant plant
and equipment purchases, the Group enters into forward
exchange contracts to match the timing and amount of
payments due. Derivatives are initially recognised at fair
value on the date a derivative contract is entered into,
and they are subsequently remeasured to their fair value
at the end of each reporting period.
The Group does not apply hedge accounting to these
transactions, and they are classified as held for trading
for accounting purposes and are accounted for at fair
value through profit or loss. They are presented as
current assets or liabilities to the extent they are expected
to be settled within 12 months after the end of the
reporting period. They are considered level 2 fair
value measurements being based on the present
value of future cash flows based on the forward
exchange rates at the reporting date.
There are open forward exchange contracts of $6.4m
at the end of the reporting period (2020: $6.6m).
The net foreign exchange loss recognised for the year
was $0.97m (2020: $0.77m gain).
(c) Liquidity risk
Liquidity risk arises from the Group’s management
of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as
they fall due.
The Group’s policy is to ensure that it will always have
sufficient cash to allow it to meet its liabilities when they
become due. To achieve this the Group maintains a
monthly forecast on its future cash position to ensure it
can meet financial obligations when they fall due.
The Board receives monthly financial statements which
include statements of financial position, performance
and cash flows, as well as budge/forecast variance
reports, to ensure it holds or will hold cash equivalents
to meet its obligations.
The following table sets out the contractual maturities
(representing undiscounted contractual cash-flows) of
financial liabilities:
(d) Currency risk
The Group is exposed to currency risk arising from
Japanese Yen (‘JPY’).
Currency risk arises from the future transactions,
recognised assets and liabilities, and investments.
As at 31 March 2021Up to
3 months
$’000
Between 3
and 12 months
$’000
Between 1
and 2 years
$’000
Between 2
and 5 years
$’000
Over 5 years
$’000
Total
$’000
Trade and other payables2,00392---2,095
Borrowings8,000420---8,420
Lease liabilities4081,1911,3623,642-6,603
Total10,411 1,7031,3623,642-17,118
As at 31 March 2020
Trade and other payables1,569194---1,763
Borrowings8,000----8,000
Lease liabilities3771,1991,5904,717-7,883
Total9,9461,3931,5904,717-17,646
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
NZAI
6667
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
2021 Statement
of Corporate Governance
For the Year Ended 31 March 2021
28. Contingent liabilities
ASB Bank Limited has given a guarantee to the landlord on
behalf of the Group to secure premises. The maximum guarantee
is for $541,145 (March 2020: $537,442). This is secured by the
arrangements detailed in note 16.
There are no other known contingent liabilities.
29. Subsequent events
No significant event have occurred subsequent to balance date
(2020: None).
27. Notes supporting statement of cash flows
Reconciliation of the net cash flow from operating activities to profit
MAR 2021
$’000
MAR 2020
$’000
Net Profit for the year 3,1994,229
Adjustments for non-cash and other items:
Depreciation of property, plant and equipment
1,9732,027
Amortisation of intangible fixed assets
--
Loss/(gain) on sale of property, plant and equipment
85150
Foreign exchange
(235)(393)
Income tax expense
1,4921,964
Finance expense
166250
Impairment of related parties
47-
3,5283,998
Adjustments for movements in working capital:
(Increase)/decrease in trade and other receivables (2,181)(1,341)
Increase/(decrease) in trade and other payables (566)(285)
(Increase)/decrease in Inventory 3,355(4,004)
608(5,630)
Cash generated from operations 7,3352,597
Income taxes paid (1,638)(2,652)
Net cash flows from operating activities 5,697(55)
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2021 (continued)
NZAI
6869
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
The Board of NZ Automotive Investments Limited (Company)
is committed to ensuring that it has best practice corporate
governance principles in place and high standards of business
behaviour and accountability. The Company is committed to
conducting business in the right way, ethically and in line with
its legal and regulatory obligations.
The Company’s corporate governance arrangements have
been set by the Board having regard to the recommendations
set out in the NZX Corporate Governance Code (Code). The
Company believes that its corporate governance practices
in FY21 are materially in line with the Code. This governance
statement summarises:
• the Company’s corporate governance practices;
• the areas where the recommendations of the Code are
not fully complied with; and
• those areas where further work is being undertaken to
ensure full compliance.
The Company takes a continuous improvement approach to
corporate governance such that its policies are reviewed on a
regular basis in line with best practice. Key governance policies
and charters can be viewed on the Company’s website at
www.nzautomotiveinvestments.co.nz/investors/.
PRINCIPLE 1: CODE OF CULTURE & ETHICAL BEHAVIOUR
The Company has adopted a written Code of Culture and
Ethical Behaviour (CCEB). The CCEB is a statement of the
Company’s core values and sets out explicit expectations
for ethical decision making and personal behaviour for the
board of directors (Directors, and the Board) and employees.
The CCEB is available to all directors, volunteers, employees
and contractors of the Company and its subsidiaries (NZAI
Personnel). The CCEB is available on the Company’s website.
• raise any concerns about any area of the Company. Further
details around reporting concerns and “whistle-blower”
protection can be found in the CCEB; and
• comply with the Company’s Financial Products Dealing
Policy, along with the Financial Markets Conduct Act
2013, which imposes limitations and requirements on
Directors and employees in dealing in the Company’s
shares. These limitations prohibit dealing in shares
while in possession of inside information and impose
requirements for seeking consent to trade.
PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE
Board composition/performance
The Board comprises six Directors, three of whom are
independent Directors - Karl Smith, Michele Kernahan and
Charles Bolt.
In order for a Director to be independent, the Board has
determined that he or she must not be an employee of the
Company or any of its subsidiaries (the NZAI Group) and
must have no disqualifying relationships. Independence is
determined by the Board in accordance with:
• the independence requirements of the NZX Listing
Rules; and
• having regard to the factors described in the Code.
As 50% of the Board is comprised of independent Directors,
the Company does not strictly comply with Recommendation
2.8 of the Code, which recommends that a majority of the Board
should be independent directors. The Board does not consider
the non-compliance with Recommendation 2.8 of the Code to
be detrimental to the Company because:
• the current mix of Directors is appropriate for the
Company’s business and circumstances, representing
appropriate experience, skill and diversity for the
Company’s business lines;
• the Directors are not hindered in their ability to exercise
independent judgment and have faithfully committed
to meeting their legal duties to the Company (including
the duties to act in good faith and in the best interests of
the Company); and
• the risk of any bias to the Board’s decision making
by any particular shareholder group with whom a non-
independent director is associated is moderated to the
extent that any such group will not have a majority
on the Board. Any such groupings of shareholders will
still require the support of an independent Director
in order to pass any resolution or make any decision.
Each Director has experience, skills and expertise that are of
value to the Company. Profiles of Directors are available on the
Company’s website. Directors’ interests are disclosed on page
79-81 of the Company’s 2021 annual report.
The roles and responsibilities of the Board are detailed in
the Board Charter, which is reviewed from time to time and
is available on the Company’s website. The Board’s primary
objective is to act at all times in a manner designed to create
and grow sustainable value for shareholders. The Directors are
all cognisant of their duties and obligations imposed on them by
the Company’s Constitution, the NZX Listing Rules, and by law.
The Board has delegated authority for day-to-day leadership
and management of the business to the CEO, who in turn has
sub-delegated authority to other Company management with
specified financial and non-financial limits.
There is a Delegations of Authority Policy, which is reviewed
annually by the Board.
The number of elected Directors and the procedure for their
retirement and election at annual meetings is determined in
accordance with the Company’s Constitution and the NZX
Listing Rules.
The Company has not established a separate nominations
committee to recommend Director appointments to the Board
in accordance with Recommendation 3.4 of the Code, as
this function is carried out by the whole Board. All Directors
are involved in the consideration of Board composition and
nominations and take into account a number of factors including
qualifications, capability, experience, judgement and skills,
and the ability to work with other Directors. Shareholders may
also nominate candidates for election to the Board. Reference
checks are carried out on all candidates and key information
about candidates is provided to shareholders to assist their
decision as to whether or not to elect or re-elect a candidate.
New Board members enter into written agreements with the
Company, outlining the terms of their appointment.
The Chair of the Company, Karl Smith, is an independent
Director.
Directors are encouraged to undertake appropriate training and
education to ensure they remain current on how to best perform
their duties. In addition, management provide regular updates
on relevant industry and Company issues, including briefings
from senior executives.
All Directors have access to executives to discuss issues or
obtain information on specific areas in relation to matters to be
discussed at Board meetings, or other areas as they consider
appropriate. The Board Committees and Directors, subject
to the approval of the Board Chair, have the right to seek
independent professional advice at the Company’s expense,
where the committee or individual deems it necessary to carry
out its, his or her functions.
The Company has arranged a policy of Directors’ and Officers’
liability insurance which is underwritten by Crombie Lockwood.
This policy covers the Directors and Officers so that any
monetary loss suffered by them, as a result of actions
undertaken by them as Directors or Officers, is insured to
specified limits (and subject to legal requirements and/or
restrictions).
The Chair meets regularly with Directors to discuss and assess
individual performance of the Directors. The Board will review
and assess its performance as a whole on an annual basis and
in such a manner as the Board deems appropriate.
In accordance with the Company’s Board Charter, the Board
will review and assess its performance as a whole on an annual
basis and in such manner as the Board deems appropriate.
The Company has written agreements with each Director
outlining the terms of their appointment.
The Board is satisfied that each Director:
• has the necessary time available to devote to the
position;
• broadens the Board’s expertise; and
• has a personality that is compatible with the other
Directors.
Diversity
The Company is committed to equal employment opportunities
and treating all individuals fairly and with respect. The Company
has a diverse workforce and recognises that everyone has
individual differences which can be leveraged to create
stronger teams and drive stronger business performance.
The Company’s approach to diversity is outlined in the
Company’s Diversity and Inclusion Policy, which is available on
the Company’s website. Key areas of focus are:
• Recruitment and retention of a diverse workforce;
• Supportive working environment;
• People development; and
• Recognition and reward based on merit.
The Board has set diversity objectives as per the diversity and
inclusion policy, however they are not currently being measured
(as recommended under Recommendation 2.6 of the NZX
Corporate Governance Code). The Board has reviewed its
required diversity profile and considers that, at this time, the
make-up of the Board is sufficiently diverse for the purposes
of forming a strong team, providing specialised knowledge
and expertise in relevant markets, and driving business
performance.
PRINCIPLE 3: BOARD COMMITTEES
The Board has delegated a number of its responsibilities
to Committees to assist in the execution of the Board’s
responsibilities. The use of Committees allows issues requiring
detailed consideration to be dealt with separately by members
of the Board with specialist knowledge and experience,
thereby enhancing the efficiency and effectiveness of the
Board. However, the Board retains ultimate responsibility
for the functions of its Committees and determines their
responsibilities. Copies of relevant Committee charters can be
found on the company’s website.
While the Continuous Disclosure Committee does not operate
under its own charter, the role of this Committee is set out in the
company’s Continuous Disclosure Policy which is available on
the company’s website.
Minutes of each Committee meeting are available to all
members of the Board, who are all entitled to attend any
2021 statement of corporate governance
This Statement of Corporate Governance is correct as of 31 March 2021 and was approved by the Board on 24 June 2021
NZAI
7071
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Committee meeting. Each Committee is empowered to seek any information it requires from NZAI Personnel in pursuing its duties and
to obtain independent legal or other professional advice.
Special purpose Committees may be formed to review and monitor specific projects with senior management. In the case of a takeover
offer, the Company would engage expert legal and financial advisors to provide advice.
Formal takeover protocols have been developed and formally adopted by the Board in compliance with Recommendation 3.6 of the
Code – the Company’s Takeovers Code can be found on the Company’s website.
The Board Committees as at 31 March 2021 were:
The Audit, Finance and Risk Management Committee is comprised of:
• a majority of independent Directors; and
• only non-executive Directors.
The chair of the Audit, Finance and Risk Management Committee is not the Chair of the Board. The chair of the Committee is not an
independent Director. The NZX Corporate Governance principles recommend that the Audit, Finance & Risk Management Committee
will be chaired by an independent Director. NZAI’s Board of Directors have considered the skills and experience of the Board and have
determined that despite not being considered an independent Director, Tracy Rowsell is considered the most appropriate member of
the Board to act as Chair of the Audit, Finance & Risk Management Committee given her knowledge of NZAI and its history of audit and
risk matters as well as her experience and qualifications in the area of finance.
The relevant qualifications of the Board of Directors are available in the Annual Report.
The Audit & Risk Management Committee Charter sets out the policies and practices of the NZAI Board of Directors regarding the
financial audit and risk management processes of NZAI and is available on the NZAI website.
Employees of the Company only attend meetings of the Audit, Finance and Risk Management Committee at the invitation of the
Committee.
The Remuneration Committee is comprised of a majority of independent Directors. Management attendance at meetings of the
Remuneration Committee is by invitation of the Committee.
Attendance at Board and Committee meetings during FY21 was:
AttendeeBoardAudit, Finance and Risk
Management Committee
Remuneration CommitteeContinuous Disclosure
Committee
Karl Smith5111
Eugene Williams4-1-
David Sena5--1
Tracy Rowsell51-1
Charles Bolt5-11
Michele Kernahan411-
David Page (CEO)AttendAttend-1
Haydn Marks (CFO)AttendAttend-1
Total Meetings Held5111
CommitteeRoleMembers
Audit, Finance and Risk
Management Committee
The main purpose of this Committee is to assist the Board in providing
oversight of matters relating to the quality and integrity of financial
reporting, independence and performance of the external auditors,
effectiveness and objectivity of the internal audit programme, and
oversight of business risks and compliance activities.
Tracy Rowsell (Chair)
Karl Smith
Michele Kernahan
Remuneration Committee
This Committee has been established to assist the Board in fulfilling its
responsibilities in relation to the following matters:
1. Formal and transparent method for determining Directors’
remuneration.
2. Remuneration of the CEO.
3. Review of the remuneration recommendations made by the CEO for
the senior management team.
4. Consideration and review of any incentive plans or payment targets
and calculations for the CEO and senior management team.
5. Review of the overall NZAI Group-wide salary and incentive policies.
Michele Kernahan (Chair)
Karl Smith
Charles Bolt
Eugene Williams
Continuous Disclosure
Committee
The Board has established this Committee to oversee the Company’s
compliance with its Continuous Disclosure Policy and, accordingly,
has delegated the day-to-day oversight of its continuous disclosure
obligations to this Committee.
This Committee is responsible for making the final decision as to
whether or not information requires disclosure to NZX, taking into
account the exceptions to the continuous disclosure obligations, and
any timing requirements for disclosure, described in the Company’s
Continuous Disclosure Policy.
Charles Bolt (Chair)
Tracy Rowsell
David Sena
Karl Smith
David Page (CEO)
Haydn Marks (CFO)
2021 statement of corporate governance
NZAI
7273
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
PRINCIPLE 4: REPORTING AND DISCLOSURE
The Company is committed to keeping investors and the market
informed of all material information about the Company and its
performance in a timely manner. In addition to all information
required by law, the Company also seeks to provide sufficient
meaningful information to ensure stakeholders and investors are
well informed.
The Company’s Continuous Disclosure Policy sets out the
principles and requirements of this commitment to timely and
balanced disclosures.
For the financial year ended 31 March 2021, the Directors
believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the
financial position of the Company and facilitate compliance of
the financial statements with the Financial Markets Conduct Act
2013.
The CEO and the CFO are required to provide a letter of
representation to the Board confirming that:
• the NZAI Group’s financial statements have been
prepared in accordance with accepted
accounting standards in New Zealand, are free of
material misstatements, including omissions, give a true
and fair view of the financial performance and
position of the NZAI Group and the financial records
have been properly prepared;
• the representations are based on a sound system of risk
management, internal compliance and controls
that provide for the implementation of the policies
adopted by the Board; and
• the NZAI Group’s risk management and internal control
systems are operating effectively in all material
respects.
A letter of representation confirming those matters was received
in relation to the FY21 financial statements.
As the Company is a smaller issuer, it will select non-financial
matters (other than the environmental, social and governance
(ESG) matters referred to in Recommendation 4.3 of the
Code). As a result, the Company is not in full compliance with
Recommendation 4.3 of the Code. The Company discusses its
strategic objectives and its progress against these in the Chair
and CEO’s commentary in shareholder reports.
PRINCIPLE 5: REMUNERATION
Remuneration of Directors and the senior management team
is the key responsibility of the Remuneration Committee.
External advice has been sought to ensure remuneration is
benchmarked to the market for senior management positions.
The Company has adopted a Remuneration Policy which relates
to non-executive Directors and senior managers.
The Remuneration Policy is designed to ensure that
remuneration practices of the Company are fair and
appropriate, and that there is a clear link between remuneration
and performance. At present, the weightings of remuneration
for directors is geared towards a fixed basis remuneration.
The management team’s remuneration consists of weightings
towards fixed basis remuneration with a short term incentive
scheme in place for select senior management. No equity-
based incentive scheme is yet in place. However the Board is
currently investigating the establishment of an equity-based
long term incentive scheme for the Company.
Remuneration of the non-executive directors is determined by
the Remuneration Committee. Total remuneration for the senior
management team is contemplated to encompass up to three
components: fixed remuneration along with both short and (in
the future) long term incentives (which are at the discretion of
the Board). Fixed remuneration is determined having regard
to the scale and complexity of the relevant employee’s role. It
includes all benefits, allowances and deductions. Adjustments
to fixed remuneration are not automatic and are determined
based on performance which is reviewed annually by the
Remuneration Committee.
Details of Director and executive remuneration (including
remuneration arrangements for the CEO) in FY21 are provided
on pages 82-83 of the Company’s 2021 annual report.
PRINCIPLE 6: RISK MANAGEMENT
The Board has overall responsibility for the Company’s system
of risk management and internal control and has procedures in
place to provide control within the management and reporting
structure.
In addition, the Audit, Finance and Risk Management
Committee provides an additional and more specialised
oversight of Company risks. The Audit, Finance and Risk
Management Committee Charter provides detail around
the specific responsibilities of the Committee regarding risk
management.
The Committee reviews and recommends to the Board
for approval the Company’s half year and annual financial
statements and advises the Directors as to whether the
Company’s financial statements comply with applicable laws
and regulations.
Monthly management reporting is provided to the board in
order to monitor the NZAI Group’s performance against budget
and other objectives.
The responsibilities of the Audit, Finance and Risk Management
Committee include the following:
• To ensure that management is implementing, and reporting
to the Committee on, the NZAI Group’s risk management
framework (including the maintenance of the NZAI Group’s
risk register) and policies.
Key RiskDescription of Risk Mitigation
Import
Concentration
Risk
Almost all of the Company’s vehicles are
imported from Japan. The Company is therefore
fully reliant on the auction and export process as
it stands in Japan, and is exposed to fluctuations
in foreign exchange rates, border restrictions
and regulation changes. If the Company could
no longer source most of its cars from Japan, it
may need to set up a similar process in one or
more other countries, incurring costs in doing so.
Japan is also exposed to typhoons and is home
to marmorated stink bugs, an invasive pest to
New Zealand, which present a level of specific
risk to importing from Japan.
While the Company takes forward cover on currency
exchange rates, long-term trends in the Japanese Yen
to New Zealand dollar exchange rate cannot be fully
hedged and may affect margins.
During stink bug season (September to April) all imported
cars are heat treated, which adds a small additional cost.
New Zealand’s Ministry of Primary Industries usually
refuses entry for any ship where stink bug is discovered
(unless the cargo ship has been heat treated), which has
affected used car imports from Japan in the past, again
affecting available inventory and sales throughput
Finance Book
Establishment
Risk
As NZ Motor Finance Limited’s (NZMF) finance
book grows and moves away from third party
finance partners, the Company may dilute
its existing revenue streams in the division of
the Company which retails vehicles through
2 Cheap Cars Limited (2CC) (Automotive
Retail). These funding partners currently pay
2CC commissions for directing vehicle loan
origination, and if they reduce their support of
2CC, the commission revenue received may
decline as fewer finance options are available to
its customers.
The Company has sent a clear message to 2CC’s
current partners that outlines its future ambition,
with an assurance that their finance operations will
be supported in the interim and will benefit from the
continued growth in the Automotive Retail business.
As NZMF builds its own finance book, it intends
to quickly scale up resources, whilst outsourcing
arrears management and other core processes. This
is expected to enable the Company to capture sales
opportunities that may result from gaps in finance
partner offerings.
The finance sector is competitive with a wide range of
providers, and even if origination volumes are being
transitioned away from a finance partner, it is generally
profitable and attractive for them to take on as many
customers as 2CC refers to them.
Key Person
Risk
The Company’s operation is reliant on certain
key personnel, including its two founders. If any
of the key personnel were to leave the Company
suddenly without a suitable transition period, its
financial performance could be materially affected.
The risk can be mitigated with suitable transition periods.
Further, the founders have a sizable cornerstone equity
stake in the business with selling restrictions in place,
incentivising them to prioritise its financial performance
over the medium to longer term.
• To report to the Board on the development of existing
risks and the emergence of new risks.
• To report to the Board on the main risks to the NZAI
Group’s performance, how these main risks are being
managed under the NZAI Group’s risk management
framework and on any incident involving fraud or other
breakdown of internal controls.
A structured framework is in place for capital expenditure,
including appropriate authorisation and approval levels which
place an emphasis on the commercial logic for the investment.
Under a formal Delegation of Authority policy the Board has set
limits to management’s ability to incur expenditure, enter into
contracts and acquire or dispose of assets.
Risk profiles which identify, assess, monitor and report the
Company’s key business risks are formally reviewed by the
Board annually as part of the Board’s risk assessment process.
These risk profiles also identify the key risk mitigation strategies
which are in place. A summary is below:
2021 statement of corporate governance
NZAI
7475
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Key RiskDescription of Risk Mitigation
Regulatory Risk
The Company’s importation costs may increase
from 2023 if the government introduces a vehicle
fuel efficiency standard for used light vehicles
that requires vehicle importers to lower the
carbon dioxide emissions of the vehicles they
are importing or pay a fine.
The government has introduced new regulations in the
past, such as the electronic stability control system
requirement for all used light passenger vehicles
imported from 1 March 2020, and the Company has
proven it can adapt its procurement model to adhere to
new requirements. In particular, the Company expects
that the fuel efficiency standards will continue to evolve
and will monitor and comply with the standards. The
Company has plans to adapt to new standards and meet
its customers’ needs through procurement of smaller
cars that are more fuel efficient, as well as a mix of fully
electric and hybrid electric vehicles, which it has already
begun.
If a vehicle fuel efficiency standard were introduced,
any additional costs incurred by the Company during
the importation process would be directly passed on to
consumers through higher retail pricing. Given all used
car importers would be subject to the same requirements,
2CC’s market position as one of the more affordable used
car dealerships should be maintained.
NZMF Credit
Quality Risk
Growing NZMF’s vehicle finance loan book
will increase the exposure of the Company’s
balance sheet to poor performing loans. If a
significant number of NZMF loans default, then
the Company’s financial performance could be
materially affected.
The Company has stringent lending criteria and
processes, including thorough checks into the borrower’s
credit worthiness, employment status and ability to
service the requested loan. Under Responsible Lending
guidelines, the Company is also required to ensure that
the requested loan is suitable for the specific clients’
needs and circumstances of the borrower.
In addition, the Company also will have professional back
end or collection and recovery systems in place using
qualified and approved third party collection houses
and agents. This will allow the Company to deal with any
arrears at the earliest possible stage and if the arrears
become problematic, it can engage the services of
experienced collectors and recovery services to take the
required action to enforce repayment.
Health and Safety
The Board as a whole is responsible for monitoring corporate
risk assessment processes and this is not delegated to a
subcommittee. Staying safe, keeping others safe, and being
corporately responsible are fundamental to the Company.
The Board is committed to ensuring a high quality, safe
and healthy environment for all of the people who work at
the Company, its visitors and partners. This means that the
Company makes the safety and wellbeing of the Company’s
employees and contractors a top priority.
People safety is a key priority, and an essential component to
everything the Company does. The Company is committed to
developing, improving and reinforcing its safety culture. The key
to this is improving leadership capacity and simplifying tools
and systems. Paragraph 2.3.3 of the Board Charter describes
how the Company manages its health and safety risks.
The Board receives monthly reports on the health and safety
performance, including performance against plan and near
miss reporting.
The Company seeks to provide a healthy and safe workplace
with a KPI goal of zero serious harm accidents and incidents
per month across all sites of the NZAI Group. This was
Achieved with Zero harm during the FY21 period The Company
strives to create an environment where employees report ALL
near miss accidents and incidents, however minor, with the
objective to identify potential harm and promote continuous
improvement.
Vehicles are the biggest risk area for our staff. This includes risks
associated with vehicle movements at our dealerships as well as
in our logistics and vehicle processing Hub.
NZAI engages a third party specialist to perform health and
safety reviews. These reports are focused on the identification
of site hazards with recommendations of appropriate corrective
actions to ensure staff are working in a safe environment and all
relevant compliance is adhered to.
All Staff are provided with the company handbook which
contains the risk management policy, the health and safety
policy and guidelines for keeping safe while at work, staff are
required to read and confirm that they have received this.
PRINCIPLE 7: AUDITORS
For the year ended 31 March 2021, Grant Thornton was the
external auditor of the Company.
The Audit, Finance and Risk Management Committee monitors
the ongoing independence, quality and performance of the
external auditors and audit partner rotation. The Audit, Finance
and Risk Management Committee Charter establishes a
framework for the Company’s relationship with its external
auditors in accordance with Recommendation 7.1 of the Code.
The Committee pre-approves any non-audit work undertaken
by Grant Thornton. The non-audit services provided to the
Company by Grant Thronton in the year ended 31 March 2021
are set out in the Company’s 2021 annual report. Those services
were provided in accordance with the Company’s Audit,
Finance and Risk Management Committee Charter and were
assessed by the Committee as not affecting Grant Thornton’s
independence.
The fees paid for audit services in FY21 is identified on page 53
of the Company’s 2021 annual report. The external auditors will
attend the 2021 Annual Shareholders’ Meeting.
Given the size of NZAI, the company does not have an internal
audit function. Through the normal operations of the company a
number of internal controls are embedded within the business
including but not limited to; risk management, information
systems, security, health and safety, conflicts of interest and
prevention and detection of fraud.
PRINCIPLE 8: SHAREHOLDER RIGHTS AND RELATIONS
The Company aims to promote open and regular communication
with shareholders and interested stakeholders. The Company
seeks to encourage effective participation at shareholder
meetings of the Company and distribute shareholder
communications in accordance with the NZX Listing Rules and
any relevant legislation.
The Company uses a variety of channels and technologies
to keep its shareholders informed and to allow access to
information, including market announcements through NZX, the
Company’s share registry, the Company’s website, shareholder
roadshows, annual reports and annual meetings of shareholders.
The Company also provides options for its shareholders to
communicate with the Company and the Company’s share
registry electronically.
All market releases carry contact details for shareholders to
communicate with the Company. The Company responds to all
shareholder communications within a reasonable timeframe.
Shareholders are actively encouraged to attend the annual
meeting and may raise matters for discussion at this event,
and vote on major decisions which affect the Company. Voting
is by poll, upholding the ‘one share, one vote’ philosophy.
Shareholders are also able to vote by proxy ahead of meetings
without having to physically attend those meetings.
Notices of annual or special meetings of the shareholders are
posted on the Company’s Website as soon as possible and at
least 20 working days prior to the meeting.
In addition to shareholders, the Company has a wide range of
stakeholders and maintains open channels of communication for
all audiences, including brokers, the investing community and
the New Zealand Shareholders’ Association, as well as its staff,
suppliers and customers.
The Company has a number of policies which uphold
stakeholder interests, including but not limited to the Continuous
Disclosure Policy and Financial Products Dealing Policy.
2021 statement of corporate governance
NZAI
7677
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Statutory Disclosures
NZAI
7879
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
All financial figures in this section of the Annual Report are in New Zealand Dollars except where indicated otherwise. References to
FY21 are to the financial year ended 31 March 2021. References to FY20 are to the Financial year ended 31 March 2020. NZAI Group
means NZ Automotive Investments Limited and its subsidiaries.
Shareholding
The total number of shares on issue was 45,554,500 fully paid ordinary shares. NZAI currently does not have any other classes of equity
securities on issue other than ordinary shares.
Statutory Disclosures
Substantial Product Holders
According to notices given under the Financial Markets Conduct Act 2013, the following persons were substantial product holders of
NZAI as at 31 March 2021.
Director Number of ordinary shares in which relevant interest is held
Yusuke Sena 20,906,993
1
Eugene Williams 20,906,994
1
41,813,987
Substantial product holder Shareholding %Number of ordinary shares in which relevant interest is held
Yusuke Sena 45.9% 20,906,993
1
Eugene Williams45.9% 20,906,994
1
91.8% 41,813,987
Directors’ Shareholdings
Shares in the company in which each director had a relevant interest at 31 March 2021.
1
Tracy Rowsell is the sole director and shareholder of TLR Williams Trustee Company Limited and TLR (Sena) Trustee Service No.2
Limited (both of which are independent trustee companies with no beneficial interest) and has the power to exercise, or to control
the exercise of, a right to vote attached to 20% or more of the voting products in each of TLR Williams Trustee Company Limited and
TLR (Sena) Trustee Service No.2 Limited. As a result, Tracy Rowsell has a relevant interest in each of TLR Williams Trustee Company
Limited’s and TLR (Sena) Trustee Service No.2’s jointly held NZAI Shares (41,813,987 Shares, or 91.8%).
The Williams Trustees and the Sena Trustees have reached an understanding in respect of the potential sell down of shares which each
of them respectively hold and which are not subject to, or are to be released from, the escrow obligations referred to below. As a result,
Eugene Williams and TLR Williams Trustee Company Limited as trustees of the E & Co Trust have a relevant interest in 55% of the
Shares (11,498,846) held by David (Yusaka) Sena and TLR (Sena) Trustee Service No.2 and vice versa.
Escrow Arrangements
As at 30 April 2021 Yusake Sena and Eugene Williams held a total of 37,647,000 shares in escrow (18,823,500 each), representing 90%
of their respective initial shareholdings. A further 20% of shares was released from escrow on the 1st of April 2021 (8,366,000 shares in
total). The next 25% of shares will be released from escrow on the 31st of March 2022 and the final 45% of shares will be released from
escrow on the 31st of March 2023.
Top 20 Share holders
The names of the largest 20 holders of NZAI shares as at 30 April 2021 are listed below:
NameNumber of Shares held% of issued capital
1Eugene Williams & TLR Williams Trustee Company Limited (E & Co A/C) 20,906,994 45.9%
2Yusuke Sena & TLR (Sena) Trustee Service No 2 Limited (Sena Family A/C) 20,906,993 45.9%
3Douglas Culmer Hurst 1,000,000 2.2%
4New Zealand Depository Nominee Limited (A/C 1 Cash Account) 317,964 0.7%
5Ian Archibald Hurst & Gloria Faye Hurst (I A & G F A/C) 250,000 0.5%
6Custodial Services Limited (A/C 4) 247,475 0.5%
7Aneil Balar 174,725 0.4%
8Jonathan Michael Alan Purdey & Martin James Blockley & Withers Tsang
And Co Trustees Limited (The Nicsam A/C)
170,000 0.4%
9Nicholas David Sandlant 150,000 0.3%
10Andrew Colin Beagley 100,000 0.2%
10Greg Antony Anderson & Nicola Marie Anderson (The Orange A/C) 100,000 0.2%
10Mark Andrew Grant Cahill 100,000 0.2%
10Philip Bowman 100,000 0.2%
10Simon William Pervan & Jane Pervan (S&J Pervan Family A/C) 100,000 0.2%
10Xu Xiao 100,000 0.2%
16Yohei Mikawa 87,961 0.2%
17Neil Bruce Saunders 85,575 0.2%
18Anton Dion Labrooy 80,000 0.2%
19Forsyth Barr Custodians Limited (1-Custody) 70,000 0.2%
20Avinen Naidu 50,000 0.1%
Total top 20 Holders 45,097,687 99.0%
Remaining Holders
456,813 1.0%
Total Shares on Issue 45,554,500 100%
Forsyth Barr Custodians holds 4,166,987 shares on behalf of Eugene Williams and Yusuke Sena. For the purposes of this disclosure
these shares have been included in the holdings of Eugene Williams and Yusuke Sena set out in the table above.
Voting rights
NZAI has a single class of share. All shares carry equal voting rights at a meeting of the shareholders.
Share buy-backs
There is no current share buy-back programme for NZAI shares.
NZAI
8081
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Share dealings of directors during the financial period.
Directors disclosed under section 148(2) of the Companies Act 1993 the following disposals of relevant interests in NZAI shares during
FY21. All of the transactions were on-market disposals.
Registered holderDate of DisposalConsideration
per share (NZD)
Number of
shares
Yusuke Sena & TLR (Sena)
Trustee Service No 2 Limited
(Sena Family A/C)
05 March 20211.26 656
08 March 20211.20 2,168
09 March 20211.21 450
11 March 20211.24 2,104
12 March 20211.24 445
15 March 20211.24 814
16 March 20211.23 505
17 March 20211.23 529
18 March 20211.21 60
19 March 20211.18 106
22 March 20211.17 170
8,007
Eugene Williams & TLR Williams
Trustee Company Limited (E & Co A/C)
05 March 20211.26 655
08 March 20211.20 2,169
09 March 20211.21 450
11 March 20211.24 2,105
12 March 20211.24 445
15 March 20211.24 814
16 March 20211.23 504
17 March 20211.23 530
18 March 20211.21 59
19 March 20211.18 106
22 March 20211.17 169
8,006
Statutory Disclosures (continued)
Director / EntityRelationshipNotes
Karl Smith
H4G Group Limited (T/A VetNZ)Director
CWF Hamilton & Co Limited (T/A HamiltonJet)Director
FortHill Property LimitedDirector
Halls Transport LimitedDirector Resigned 6 April 2021
Trilogy Property Partners LimitedDirector
Atlantic Marriner LimitedDirector
Trilogy TrustTrustee
The Voyager TrustTrustee
Eugene Williams
NZ Motor Finance LimitedDirector
2 Cheap Rental Cars Limited Director
2 Cheap Cars LimitedDirector
2CC International LimitedDirector
2CC Holdings LimitedDirector / Shareholder
Yusuke Sena
NZ Motor Finance LimitedDirector
2 Cheap Rental Cars Limited Director
2 Cheap Cars LimitedDirector
2CC International LimitedDirector
Car Plus KKDirector
Michele Kernahan
Halls Group LimitedManaging Director Resigned 7 April 2021
Timmich Trustees Limited Shareholder/Director
Timmich LimitedDirector
Glenveagh LimitedDirector/Shareholder
Charles Bolt
Whanganui College Board of TrusteesTrustee
Whanganui Collegiate School Museum TrustTrustee
Tracy Rowsell
BDO AucklandPartnerProvides services to NZAI
BDO New Zealand LimitedShareholder
A Horrocks Trustee Company Limited DirectorCorporate Trustee Company
ADW Hitchcock Trustee Co LimitedDirectorCorporate Trustee Company
ADW Nakedbus Trustee LimitedDirectorCorporate Trustee Company
BW Property LimitedDirectorCorporate Trustee Company
NEBL Trustee Limited DirectorCorporate Trustee Company
R Bradshaw Trustee Company LimitedDirectorCorporate Trustee Company
RJ Horrocks Trustee Company LimitedDirectorCorporate Trustee Company
Straad Nominees Limited (Removed March 2021)DirectorCorporate Trustee Company
TLR (Sena) Trustee Service No. 1 Limited DirectorCorporate Trustee Company
TLR (Sena) Trustee Service No. 2 LimitedDirectorCorporate Trustee Company
TLR Anderson Trustee Company LimitedDirectorCorporate Trustee Company
TLR Chhana Trustee Company Limited DirectorCorporate Trustee Company
TLR Hemingford Trustee Co Limited DirectorCorporate Trustee Company
TLR Ja Trustee Company LimitedDirectorCorporate Trustee Company
TLR Lyndon Trustee Company LimitedDirectorCorporate Trustee Company
TLR Moore Trustee Company LimitedDirectorCorporate Trustee Company
TLR Robertson Trustee Company Limited DirectorCorporate Trustee Company
TLR Rolex Trustee Company LimitedDirectorCorporate Trustee Company
TLR Skilton Trustee Company LimitedDirectorCorporate Trustee Company
TLR Wallace Bremner Trustee Company LimitedDirectorCorporate Trustee Company
TLR Wallace Trustee Company LimitedDirectorCorporate Trustee Company
TLR Williams Trustee Company LimitedDirectorCorporate Trustee Company
Two Lamps Trustee LimitedDirectorCorporate Trustee Company
TLR Stacs Trustee LimitedDirectorCorporate Trustee Company
TLR Tohill Trustee Company LimitedDirectorCorporate Trustee Company
TLR Peat Trustee Company LimitedDirectorCorporate Trustee Company
Disclosure of Directors’ interests
NZAI maintains an interests register in accordance with the Companies Act 1993. The following are particulars of general disclosures of
interest by directors holding office as at 31 March 2021 under section 140(2) of the Companies Act 1993. The director will be regarded
as interested as any and all transactions between the company or and any of its subsidiaries with the disclosed entity.
In addition to the information set out below, the following other interests were disclosed in the Company’s interests register:
the authorisation of directors’ remuneration; and the entry into directors and officers liability insurance policies.
NZAI
8283
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
CEO Remuneration
The review and approval of the CEO’s remuneration is the responsibility of the Board. The CEO’s remuneration comprises a fixed base
salary, benefits and a variable short term incentive bonus, payable annually. The establishment of a long term incentive plan is being
considered by the board. The CEO’s base salary is $350,000. The variable short term bonus is an amount up to 30% of the fixed base
salary and is paid against performance targets agreed annually at the start of the financial year.
Shareholder information as at 30 April 2021
The total number of issued ordinary shares in NZAI at 30 April 2021 was 45,554,500 (unchanged from 31 March 2021).
Spread of Ordinary Shareholders as at 30 April 2021
RangeNumber of holdersShares% of Holders% of Shares
1 to 100015 14,300 19%0%
1001 to 500021 70,607 27%0%
5001 to 10,00011 105,918 14%0%
10,001 to 100,00022 1,169,524 28%3%
100,000 and over10 44,194,151 13%97%
Totals79 45,554,500 100%100%
Share Options
There were no issued share options in NZAI as of 31 March 2021.
Statutory Disclosures (continued)
Director’s Remuneration
Directors Remuneration
The total remuneration pool available for directors is fixed by shareholders. The board determines the level of remuneration paid to
directors from the approved collective pool. Directors also receive reimbursement for reasonable travel, accommodation and other
expenses incurred by them in connection with their attendance at meetings or otherwise in connection with the company’s business.
The annual fee pool is $650,000 per annum, as approved by shareholders prior to listing.
DirectorDirector’s feesSalaryOther BenefitsSubtotal
Karl Smith 55,018 55,018
Yusuke Sena 309,231 9,275 318,506
Eugene Williams 309,231 9,275 318,506
Charles Bolt 22,000 22,000
Tracy Rowsell 22,500 22,500
Michele Kernahan 9,750 9,750
David Page 6,595 6,595
Total 115,863 618,462 18,550 752,876
The board was appointed during FY21, therefore no comparative information for the prior period is provided. David Page was initially
appointed during FY21 but subsequently resigned when appointed to the position of CEO of NZAI. Tracy Rowsell is a partner in the
advisory firm BDO. During the financial year BDO received $260,760 in fees for consultancy services provided to the company from
various divisions within that firm.
Director’s Insurance
In accordance with the Companies Act 1993, NZAI has taken out an insurance policy to insure its directors and officers against
potential liabilities and costs incurred in any proceeding, except to the extend prohibited by law.
Employee Remuneration
The following table shows the number of current and former employees of the NZAI group, not being directors of NZAI who received
remuneration and other benefits in their capacity as employees during FY21 the value of which exceeded $100,000.
Remuneration RangeNumber Of Employees
100,000 to 109,9995
120,000 to 129,9993
130,000 to 139,9991
160,000 to 169,9991
200,000 to 209,9991
Total11
The table includes remuneration received by the CEO and CFO, who joined the company part way through the year.
Board Remuneration per annum
Chairman of the Board$150,000
Non Executive Director$60,000
Board Committee Chair$12,000
Board Committee Member$6,000
NZAI
8485
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Company information
The people listed below held office as directors of NZAI’s six subsidiaries as at 31 March 2021
SubsidiaryJurisdictionDirectorsCeased Directors
2 Cheap Rental Cars LimitedNew ZealandYusuke Sena-
(Ceased Trading)Eugene Williams-
2 Cheap Cars LimitedNew ZealandYusuke Sena-
Eugene Williams-
NZ Motor Finance Limited New ZealandMartin Blockley-
Yusuke Sena-
Eugene Williams-
2CC International LimitedNew ZealandYusuke Sena-
Eugene Williams-
Car Plus KKJapanYusuke Sena-
2 Cheap Cars CanadaCanada-Yusuke Sena
(Ceased Trading)-Eugene Williams
NZX Waivers
No waivers were granted by NZX or relied on by the Company during FY21.
Exercise Of NZX Disciplinary Powers
The NZX did not take any disciplinary action against the Company during FY21. In particular, there was no exercise of powers by NZX
under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect to the Company.
Donations
No Donations were made during FY21.
Credit Rating
NZAI, nor any of its subsidiaries has a credit rating.
Diversity Statistics
The NZAI group has a diverse board, workforce and management team.
As the company was listed in February 2021 no prior year diversity statistics are provided.
MaleFemale
Directors
42
Officers
3-
Leadership Team
33
Statutory Disclosures (continued)
2 Cheap Cars vehicle processing hub.
NZAI
8687
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
Registered Office
BDO Auckland
Level 4, 4 Graham Street
Auckland, 1010, New Zealand
Head Office
17 Levene Place
Mt Wellington
Auckland 1060
Directors
Karl Smith - Chair (appointed 10 September 2020)
Yusuke Sena
Eugene Williams
Charles Bolt (appointed 17 December 2020)
Tracy Rowsell (appointed 01 December 2020)
David Page (appointed 28 September 2020, resigned 11 December 2020)
Michele Kernahan (appointed 15 February 2021)
Officers of the Company
David Page Chief Executive Officer
Haydn Marks Chief Financial Officer
Martin Blockley Managing Director, NZ Motor Finance
David (Yusuke) Sena Executive Director, Co-founder
Eugene Williams Executive Director, Co-founder
Bankers
ASB Bank
Solicitors
Lowndes Jordan
Advisors
BDO Auckland
Auditors
Grant Thornton New Zealand Limited
Auckland
Share Register
Computershare
CoMPANY Directory
Helping
Kiwis Afford
Great Cars
88
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2021
New Zealand Automotive Investments Limited
17 Levene Place
Mt Wellington
Auckland 1060
Ph: 09 869 3330
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.