Tourism Holdings Limited logo

thl Annual Results FY21

Full Year Results25 August 2021THLConsumer Discretionary

Tourism Holdings Limited 
Tel:  +64 9 336 4299 

The Beach House 

Fax: +64 9 309 9269

Level 1, 83 Beach Road 

www.thlonline.com

Auckland City 

 

PO Box 4293, Shortland Street 

 

Auckland 1140, New Zealand 

 


  

Self drive 

Experiences 

New Zealand 

Australia 

USA 

UK 

Design & 

Manufacturing 

New Zealand 

Australia 


Guided 

Experiences 

New Zealand 


 

26 August 2021 

 

MEDIA | NZX RELEASE  

TOURISM HOLDINGS LIMITED (thl) 

 

ANNUAL RESULTS FOR THE YEAR ENDING 30 JUNE 2021 

 

Summary: 

 Statutory net loss after tax of $14.5M, and ordinary net loss after tax of $14.3M down $34.3M on 

the prior corresponding period (pcp).  

 Continued balance sheet management with net debt of $49M and refinanced debt facilities of up to 

$250M through to 2024. 

 Record vehicle sales revenue and volumes, with growth in average sales margin per vehicle in all 

countries. 

 Strong USA performance with average yield uplift on the pcp. 

 Australian Rentals business delivered positive EBIT result despite lockdowns, with positive outlook 

for domestic demand and average yields assuming an environment with no domestic travel 

restrictions. 

 New Zealand Rentals and Tourism continue to be challenging given the reliance on international 

tourism. 

 A net loss is the most likely outcome for FY22, however the quantum of the loss is difficult to 

ascertain at this point. 

thl today releases its results for the financial year ending 30 June 2021 (FY21). 

 

Rob Campbell, thl Chair, said “We are not pleased with the net loss after tax of $14.5M, but do consider 

that we have managed it well within the context of global tourism. We have continued to adapt, 

manage the balance sheet and retain opportunities for the future.  

 

“However, we recognise the uncertainty regarding the outlook for international tourism, particularly for 

New Zealand and Australia. The United States appears to be close to reopening and the current 

increasing vaccination rates in New Zealand and Australia are clearly positive.   

 

“In the interim, thl remains a company with a carefully managed balance sheet that is strong for our 

industry segment and has a company value that is supported by a base of tangible, realisable and in 

demand assets that are being sold well in excess of book values.” 

 

Grant Webster, thl Chief Executive Officer, said “we are moving forward, taking the opportunities that 

exist for our business in today’s environment whilst continuing to challenge and adapt as required for 

long‐term success.  

 







“We have capitalised on the relative category growth for the RV experience and improved our vehicle 

sales expertise to deliver a record sales year, while managing our rental fleet to the prevailing domestic 

conditions within each country. 

 

“A key priority for the year has been keeping customers and crew safe from COVID‐19. We are very 

pleased to have had no traceable cases linked to our operation from any of our 40 locations globally. 

Despite the challenging times and uncertainty, our crew have adapted and delivered. 

 

“Regardless of the demand environment today our belief in becoming Future‐Fit remains, and is 

directing us on what we believe is the right path, ensuring we will be sustainable in all aspects of the 

business as we reset and prepare for the years ahead.” 

 

The integrated report, including the financial statements, as well as an investor presentation, are 

available on thl’s website. 

 

ENDS 

 

Authorised by:  

 

Rob Campbell 

Chair, Tourism Holdings Limited 

 

For further information contact: 

Grant Webster           

thl Chief Executive Officer            

Direct Dial:  +64 9 336 4255       

Mobile:  +64 21 449 210     

 

About thl (www.thlonline.com) 

 

thl is a global tourism operator. We are listed on the NZX and are the largest provider of RVs for rent and 

sale in Australia and New Zealand, and the second largest in North America.   In the USA, we own and 

operate the Road Bear RV Rentals & Sales brand and El Monte RV Rentals & Sales. In the UK, thl owns 

49% of Just go Motorhomes. Within New Zealand, we operate Kiwi Experience and the Discover Waitomo 

group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The Legendary Black 

Water Rafting Co. thl also owns and operates Action Manufacturing, New Zealand’s largest motorhome 

and specialist vehicle manufacturer.

---

F Y 1 9
F U L L Y E A R R E S U L T S

P R E S E N T A T I O N

moving

forward

together

2021 ANNUAL RESULTS

PRESENTATION

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Disclaimer

2

This presentation contains forward-looking statements

and projections. These reflect thl’s current expectations,

based on what it thinks are reasonable assumptions. The

statements are based on information available to thlat

the date of this presentation and are not guarantees or

predictions of future performance. For any number of

reasons, the future could be different and the

assumptions on which the forward-looking statements

and projections are based could be wrong. thlgives no

warranty or representation as to its future financial

performance or any future matter. Except as required by

law or NZX listing rules, thlis not obliged to update this

presentation after its release, even if things change

materially.

This presentation has been prepared for publication in

New Zealand and may not be released or distributed in

the United States.

This presentation is for information purposes only and

does not constitute financial advice. It is not an offer of

securities, or a proposal or invitation to make any such

offer, in the United States or any other jurisdiction, and

may not be relied upon in connection with any purchase

of thlsecurities. thlsecurities have not been, and will

not be, registered under the US Securities Act of 1933

and may not be offered or sold in the United States,

except in transactions exempt from, or not subject to,

the registration of the US Securities Act and applicable

US State securities laws. Past performance information

given in this presentation is given for illustrative

purposes only and should not be relied upon as an

indication of future performance.

This presentation may contain a number of non-GAAP

financial measures. Because they are not defined by NZ

GAAP or IFRS, thl’s calculation of these measures may

differ from similarly titled measures presented by other

companies and they should not be considered in

isolation from, or construed as an alternative to, other

financial measures determined in accordance with NZ

GAAP.

This presentation does not take into account any specific

investors objectives and does not constitute financial or

investment advice. Investors are encouraged to make an

independent assessment of thl. The information

contained in this presentation should be read in

conjunction with thl’s latest financial statements, which

are available at: www.thlonline.com.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Highlights

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

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P R E S E N T A T I O N

Summary

4

•Statutory net loss after tax of $14.5M, and ordinary net loss after tax of

$14.3M down $34.3M on the pcp.

•Continued balance sheet management with net debt of $49M and refinanced

debt facilities of up to $250M through to 2024.

•Record vehicle sales revenue and volumes, with growth in average sales

margin per vehiclein all countries.

•Strong USA performance with average yield uplift on the pcp.

•Australian Rentals business delivered positive EBIT result despite lockdowns,

with positive outlook for domestic demand and average yields assuming an

environment with no domestic travel restrictions.

•New Zealand Rentals and Tourism continue to be challenging given the

reliance on international tourism.

•A net loss is the most likely outcome for FY22, however the quantum of the

loss is difficult to ascertain at this point.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

1

Excludes non-recurringitems. Refer to slide 25for further information.

2

Fleet as at 30 June 2020 was incorrectly reported as 5,885 in the 2020 Annual Results Presentation.

Year in review

As at 30 June 2021

TOTAL REVENUE

$359M

(2020:$401M)

NETPROFITAFTERTAX(NPAT)

-$14.5M

(2020:$27.4M)

-10%

TOTAL FLEET AT YEAR-END

4,242

(2020:5,815)

2

EBITDA

$40.4M

(2020:$111.7M)

NET DEBT AT YEAR-END

$49M

(2020:$128M)

EBIT

-$8.3M

(2020:$48.6M)

XX%

SALE OF GOODS REVENUE

$229M

(2020:$143M)

5

-62%

+60%

-117%

-153%

-64%

-171%

-27%

ORDINARY NPAT

1

-$14.3M

(2020:$20.0M)

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Rentals

6

New Zealand

•Continues to operate in a challenging environment given the loss

of 90%+ of the normal business, small domestic population and

lower yields in the domestic market.

•We continue to assess this business and how the existing

overheads and network can be leveraged to bring in new revenue

streams.

Australia

•The business performs well when there is an open domestic travel

environment but was impacted by multiple lockdowns.

•A refreshed pricing approach based on consumer price elasticity in

this new environment has achievedaverage yields in excess of

historical norms in H2 FY21. The business expects these domestic

yield benefits to remain beyond the closed border environment,

which is expected to improve low and shoulder seasons.

United States

•The business benefited from favourable conditions as average

yields in the domestic market exceed those in the international

market, and there were less travel restrictions.

NZD $M

88.5

64.9

77.1

97.9

70.0

83.0

91.6

57.6

77.5

31.1

34.5

56.1

0

15

30

45

60

75

90

105

New ZealandAustraliaUnited States

Total rental revenue

FY18FY19FY20FY21

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Vehicle sales

7

46.8

15.6

90.6

50.8

13.6

66.5

45.9

16.8

80.8

100.9

31.0

91.0

0

20

40

60

80

100

120

New ZealandAustraliaUnited States

Vehicle sales revenue*

FY18FY19FY20FY21

NZD $M

•Average sales margins in all countries have increased

on the pcp.

•Margins in the USA have been particularly positive, up

73% on the pcp. The business shifted focus to retail

sales in Q4 to maintain the rental fleet size for the peak

season, given the increasing risks of supply chain

delays.

•The New Zealand business had a strong result in H2.

Average sales margins in H1 were down 36% on the

pcp* and came back to end 49% up on the pcp for

FY21.

•Average sales margins for Australia also increased by

26% on the pcp.

•We continue to see the strong demand carrying

through into FY22.

* Refer to the thl FY21 Interim Results Presentation for detail on impact of Great

New Zealand Motorhome Salecampaign on New Zealand sales margins.

* Reflects sale of goods revenue (excludes Action Manufacturing and buyback vehicles).

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P R E S E N T A T I O N

Real depreciation rate

8

* The Real Depreciation Rate is the measure of the difference between the purchase price and

sale price of the vehicles sold in a financial period. It allows for no gain on sale or costs

associated with the sale or management of the vehicle.

•Positively, the Real Depreciation Rate in

FY21waslower than historical performance as

vehicles purchased pre-pandemic have been sold in

the current demand environment at higher margins.

•A trend seen in all countries has been more

substantial vehicle sales margin growth in the

second half of the financial year.

•We expect sales margins to revert to historical

norms at some point in FY22 or FY23.

•However, we expect that the lower FY21 Real

Depreciation Rate will remain for FY22 as the

particularly strong margins seen in Q4 FY21 have

continued into Q1 FY22.

Real Depreciation Rate *

FY21

FY20

FY19

FY18

New Zealand

5.5%

5.7%

5.6%

6.0%

Australia

6.2%

7.1%

7.4%

8.0%

United States

2.8%

5.0%

3.5%

2.5%

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

9

Fleet movement

2,083

1,539

2,109

2,332

1,641

2,440

2,532

1,441

1,842

1,547

1,208

1,487

0

500

1,000

1,500

2,000

2,500

3,000

New ZealandAustraliaUnited States

Fleet size

30-Jun-1830-Jun-1930-Jun-2030-Jun-21

New Zealand

Australia

United States

1

Excludes sale of non-fleet vehicles and includes write-offs.

2

Includes sale of 1 buyback vehicle.

3

FY20 closing fleet was incorrectly reported as 1,912 in the 2020 Annual Results Presentation.

•All three businesses have had record sales volume

years.

New Zealand

•Fleet reduced by nearly 40% in FY21.

•Despite the Get Moving campaign generating activity

in H1, rentals utilisation across the year remained

challenging, at approximately 50%, due to the

characteristics of the domestic market.

•The average fleet age has increased due to a higher

proportion of new and near-new vehicles sold.

Australia

•Several lockdowns across the year resulted in

approximately 50% utilisation despite positive

underlying demand in the domestic market.

•The average fleet age has reduced by approximately 1

year over FY21 due to the mix of vehicles sold.

United States

•Sale of over 60% of the fleet from the start of FY21

has reduced the average fleet age to below 12

months at the end of FY21, improving the rentals

customer proposition and reducing rentals R&M

costs.

•Approximately 300 vehicles originally due for delivery

in June 2021 are now being delivered in Q1 FY22.

Units:

FY21

FY20

VAR

VAR %

Opening Fleet

2,532

2,332

200

9%

Fleet Sales

(1,125)

(470)

(655)

139%

Fleet Purchases

140

670

(530)

(79%)

Closing Fleet

1,547

2,532

(985)

(39%)

Vehicle Fleet

Units:

FY21

FY20

VAR

%

Opening Fleet

1,441

1,641

(200)

(12%)

Fleet Sales

(486)

(591)

105

(18%)

Fleet Purchases

253

391

(138)

(35%)

Closing Fleet

1,208

1,441

(233)

(16%)

Vehicle Fleet

1

1 2

1 3

Fleet reduction

in response to

COVID-19

Units:

FY21

FY20

VAR

%

Opening Fleet

1,842

2,440

(598)

(162%)

Fleet Sales

(1,178)

(970)

(208)

21%

Fleet Purchases

823

372

451

121%

Closing Fleet

1,487

1,842

(355)

(19%)

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

FY21FY20VAR%

Interest on bank borrowings

(NZ$M)

7.2 9.4 (2.2) (23%)

Average effective interest rate on

bank borrowings

7.5%4.9%3% 53%

Equity ratio at year-end53.7%45.6%8% 18%

Total facility limit at year-end

(NZ$M)

201 230 (29.0) (13%)

Volume weighted average term to

maturity at year-end (months)

33 21 11.6 55%

Equity and funding

10

1

Includes USD, GBP and AUD denominated commitments and a NZ$50M

facility that becomes available from December 2021.

Maturityof debt facilities ($NZ)

June 2023$50M

June 2024

1

$201M

Total facilities

1

$251M

•Net debt at 30 June 2021 was $49M.

•thl’s equity ratio has been further strengthened in FY21 as

vehicles were sold at a profit and proceeds used to repay debt.

The equity ratio has improved to 53.7% at 30 June 2021.

•thl completed a refinancing of its debt facilities and structure in

June 2021, with committed funding of up to $250M through to

2024.

•Following the refinancing, the average term to maturity at 30

June 2021 has increased by approximately 12 months compared

to the pcp, to two years and nine months.

•The refinancing also reduced the interest rates applicable to

thl’s facilities.

•While the average effective interest rate was higher in FY21 due

to higher rates and unutilised headroom, total interest paid was

lower than the pcp as debt remained lower across the year.

•As thl re-fleets, debt will increase and the average effective

interest rate will decrease as we utilise more of the current

headroom.

1

Inclusive of interest on swaps, and excludes ineffectiveswap value transferred to the income statement.

2

Excluding intangibles.

3

A further NZ$50M facility has been agreed and becomes available from December 2021. Inclusive of this facility, the

facility limit has increased by $21M on FY20.

1

3

2

1

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Our value

today and

tomorrow

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

A positive long-term outlook

We believe we are well positioned to succeed when international tourism

returns.

The RV category is growing globally

We believe we are improving our revenue share in each of the

RV markets we operate in

We are managing and optimising our operational cost base

We are investing in a modern fleet

Our value is underpinned by realisable tangible assets

We are a business on a sustainable Future-Fit journey

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

An asset-backed company

13

•As at 30 June 2021, thlhad net tangible assets of $261.5M or $1.73 per share.

•These assets include vehicles with a carrying value of ~$274M.

•As thl generally realises a gain on the sale of its vehicles, there is additional real

equity in the market value of its fleet that is not recognised in the balance

sheet.

•Historically, average vehicle sales margins globally have been between 10% -

20%, depending on country. Sales margins in each country in FY21 have been

higher than historical performance.

•Based on the historical metrics, we conservatively estimate the additional real

equity in our fleet at 30 June 2021 is at least ~$27M to $55M and reflects an

additional ~18 to 36 cents per share.

•This value underpins the thlshare price as it reflects physical, mobile assets that

are in demand, and their value can be realised in a short timeframe.

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P R E S E N T A T I O N

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P R E S E N T A T I O N

Domestic opportunities

14

We continue to focus on several domestic growth opportunities to balance thl’s

reliance on international tourism and build greater resilience in the business model:

•Organic growth in Action Manufacturing’s special commercial vehicle design and

manufacturing business, and the possibility of inorganic growth opportunities that

complement Action’s core commercial elements.

•Establishing the RV Super Centre as the one-stop shop for all things RV-related in

New Zealand, with growth in retail sales (including online), servicing and repair

work.

•Expanding the vehicle sales businesses by introducing a greater range of new

‘direct-to-yard’ vehicles and updating fleet designs to reflect sales customers’

needs.

•Alternative RV rental revenue, e.g. event accommodation and emergency

response needs.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Future-Fit Programme: Priorities

15

Priority 1: Tackle the three biggest challenges –where we are off track, the impact is severe and our Fitness is low

•BE17: Product Harm​ Productsdo notharmpeople or the environment

•BE18: Product GHGs​ Productsemit nogreenhouse gases

•BE04: Procurement​ Procurementsafeguards thepursuit of future-fitness

Priority 2: Make progress–close current gaps to prevent harm and achieve 100% Fitness

•BE11: Living Wage​ Employees are paid at least aliving wage

•BE16: Product Concerns Productconcernsare actively solicited, impartially judged and transparently addressed

•BE08: Operational Encroachment​​ Operationsdo notencroachon ecosystems or communities

•BE09: Community Health​ Community healthis safeguarded

•BE14: Employee Concerns Employee concernsare actively solicited, impartially judged and transparently addressed

Priority 3: Address data and knowledge gapsto be able to accurately assess and address impacts

•BE05: Operational Emissions​Operational emissionsdo notharmpeople or the environment

•BE06: Operational GHGs Operationsemit nogreenhouse gases

•BE19: Products RepurposedProductscan berepurposed

•BE = Break-Even Goals

We are committed to meeting all 23 Future-Fit Break-Even Goals, but have prioritised Break-Even Goals where we need to do the

most work and which create the biggest impact in the automotive and tourism industries.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Outlook

16

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

17

Outlook by market

New ZealandAustraliaUnitedStates

Domestic rental

demand

●●●

Domesticrental

yield

●●●

Returnof

international

demand

●●●

Operational

costs*

●●●

Vehicle sales

quantities**

●●●

Vehicle sales

margins

●●●

Manufacturing

●●

N/A

•This table reflects our

current outlook of the

market conditions and thl’s

performance within various

business segments in FY22,

relative to FY21.

•Our views reflect the

underlying conditions within

each segment and

excludesthe potential

impact of any lockdowns

from Q2 FY22 onwards.




Improvement

Similar

Deterioration

* Partially impacted by loss of wage subsidies.

** Reflective of fleet available for sale rather than market demand.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Market trends and expectations

18

New ZealandAustraliaUnitedStates

Rentals

environment

•Domestic yields, inclusive of summer season and

peak holiday periods, have been approximately 40 -

50% down on historical norms. We expect domestic

yields to improve in FY22 on a year-on-year basis.

•Utilisation remains difficult to maximise given the

proportion of weekend bookings but this is balanced

with a lower rental fleet across FY22. Non-holiday

periods remain very challenging.

•A late booking cycle continues with close to 50% of

revenue generated in the three-week period before

travel.

•There were positive initial signs during open Trans-

Tasman travel with up to 40% of new

bookingsoriginating from Australia, while domestic

demand remained consistent.

•Expectation that these rental trends will continue

while domestic only market remains.

•Recent lockdown is not expected to make a

material difference to the FY22 result, however it is

not clear how long this will last.

•Domestic yields havebeenhigher than previous years.

•The business had a record month of May EBIT result and

June was well above earlier expectationsprior to current

lockdowns.

•Positive utilisation during most periods when there is open

domestic travel.

•Ongoing lockdowns and border closures do impact

utilisation, but positive rebound in bookings seen quickly

after lockdowns and when border closures end.

•Expectation that travel will be restricted in some form for the

remainder of CY21 but there will be positive activity during

periods of open travel.

•The business expects the current domestic yield gains to

remain beyond the closed border environment, which is

expected to improve low and shoulder seasons.

•Domestic yields havebeen higher than previous

years. The business is now maximising yields on the

smaller rental fleet base.

•Utilisation remains difficult to maximise given the

proportion of weekend bookings.

•Refer to next slide for detail on CY21 summer season

demand being lower than earlier expectations.

•No current indication of re-entry by Apollo into the

rentals market in FY22.

Vehicle sales

environment

•Theglobal trend of growth in the RV sales market is

evident in New Zealand. We believe this is primarily

attributable to category growth.

•Margins are higher than previous years and

elevated demand isexpected to continue through

FY22, based on strongerdomestic travel demand

and supply constraints.

•Theglobal trend of growth in the RV sales market is evident

in Australia. We believe this is primarily attributable to

category growth.

•Margins are higher than previous years and elevated

demand isexpected to continue through FY22, based on

strongerdomestic travel demand and supply constraints.

•The category has benefited significantly from COVID-

19 restrictions.

•Demand has led to significant growth in sales

margins. There is also a one-off gain representing the

sale of our current one to three year old vehicles

(originally purchased at lower prices reflective of the

market at that time) in the current inflated sales

market.

•Elevated demand isexpected to continue through

FY22, based on supply constraints, strong domestic

demand and low dealer inventory.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

United States high season update

19

•Domestic demand in the CY21 high season has remained above pre-COVID levels, reflective

of category growth, butlower than CY20 and our expectations.

•A component of rental demandin theCY20 high season was one-off innature due to

substitute forms of traveland leisure being closed.

•The CY21 high season reflects the loss ofsome of that demand as otheroptions have now

opened up across the country and outboundtravel has now restarted while inbound travel

remains closed.

•This is a transitional impact on the business until international travel to the United States

returns.

•We estimate that approximately USD$5M of the rentalrevenue in Q1 FY21 related tothe

positive, one-off, benefit from substitute products being closed.

•The Q2 FY22 result for the US business remains unclear and could havesignificant upside

depending on when inbound travel from the UK and Europe into the United States opens.

•We expect strong growth for the CY22 high season, assuming internationalinbound travel

opens, as we are seeing high demand for RV travel in theUS from European/UK markets.

•We continue to see less competition in theinternational trade market, which is also expected

to benefit CY22.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

20

United States high

season update

As various lockdown restrictions have lifted, interest in substitute forms of travel and leisure

products (that had been closed) grew at the expense of RV travel. This is the inverse of the trend

seen in CY20.

* 100 reflects the highest search volume period for each category. The search terms are not on the same scale in order to demonstrate

relativity. On an absolute basis, searches for the term ‘RV rentals’ are significantly lower than searches for the other terms.

*

•As various lockdown restrictions have lifted,

interest in substitute forms of travel

andleisure products (that had been closed)

have grown at the expense of RV travel.

•Since July 2020 (the highest search volume

period for RV rentals),searches for RV

rentals are down 40%. In the same

period,searches forflight and cruise travel

are up approximately 100%.

•This inverse of the trend seen in CY20 within

the CY21 high season is evident in the right

side of the chart.

•Weexpect the impact on RV travel will

lessen after the initial surge inother

travelcategories subsides.

•However, while we believe there has been

strong category growth that will remain, we

do not expect that domestic rentals demand

willreturn to the high point seen inCY20.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Capital expenditure and fleet growth

21

Gross Capital Expenditure ($M)Proceeds from Fleet Sales ($M)Net Capital Expenditure ($M)

Note: Fleet purchased or sold under buyback arrangements are not treated as additions/sales of fixed assets. They are treatedasoperating leases under IFRS reporting. For the purposes of the above, the purchases

and sales values under buyback arrangements are included. The above also includes non-fleet capital expenditure, which has been categorised as core capital expenditure. Non-fleet capital expenditure is minimal

(below $6M per annum inclusive of digital development).

•The global fleet has been reduced to 4,242 vehicles with a net withdrawal of $91M in funds from fleet in FY21.

•We believe that we have reduced fleet at a lesser rate than the wider market and grown our share as competitors have exited in

certain markets.

•Net capital expenditure in FY22 is expected to be between $50M -$100M, depending on market conditions and fleet availability.

•Subject to supply constraints and based on the rate of the return of international tourism, we expect that we will re-fleet to 5,000 –

6,000 vehicles at some point in FY24.

201

197

120

107

FY18FY19FY20FY21

CoreFlex

143

121

135

197

FY18FY19FY20FY21

CoreFlex

58

76

(16)

(91)

CoreFlex

FY18 FY19 FY20 FY21

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

FY22 outlook

22

•The level of uncertainty in market conditions precludes a forecast of overall financial performance for FY22 at this time.

•The first quarter rentals performance and forward order book are lower than we expected some months ago. This is attributableto:

•lower rental activity in the United States high season relative to last year;

•the spread of the Delta variant globally creating lockdowns; and

•the suspension of Trans-Tasman travel.

•Vehicle sales and margins have exceeded expectations for the quarter.

•The current spread of the Delta variant in Australia indicates that there will be ongoing travel restrictions in many states,and in particular in respect

of the largest population base in New South Wales. This will heavily impact the Australian result for the first half.

•It is likely that Trans-Tasman travel will remain closed for some months and therefore provide little or no benefit for the New Zealand Rentals and

Tourism businesses in the first half.

•The second quarter result for the United States business remains unclear and could vary significantly depending on when inbound travel from the

UK and Europe into the United States opens.

•Financial performance in the second half of FY22 remains unclear. There is potential upside on the result for the pcp if:

•domestic travel in Australia fully opens (the trends for April to June 2021 were positive);

•international travel into the United States opens; and

•Trans-Tasman travel returns to the benefit of the New Zealand Rentals and Tourism businesses.

•The recent Alert Level 4 lockdown in New Zealand is not expected to make any material difference to the FY22 result for New Zealand as at the date

of this presentation, however it is not clear how long this will last.

•The balance of these factors indicates that a net loss is the most likely outcome for FY22. The quantum of the loss is difficultto ascertain at this

point.

•Given these current uncertain market conditions, we caution that most analyst forecasts for thlat the date of this presentation are too optimistic for

FY22.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Summary statement

23

Whilst acknowledging the current loss situation, the

business is very well positioned to emerge from this

pandemic period with a leading market position,

wellmanaged balance sheet, new revenue streams, a

growth orientated manufacturing business and a capable,

motivated crew.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

General notes

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Important notes

25

General

•All financials are in NZ dollars unless stated otherwise (throughout presentation).

•All comparisons are against prior corresponding period (pcp) unless stated otherwise.

•The average NZD:AUD cross-rate (average of the 12 month rates) for FY21 was 0.9327 (FY20: 0.9480).

•The average NZD:USD cross-rate (average of the 12 month rates) for FY21 was 0.6971 (FY20: 0.6369).

•Return On Funds Employed (ROFE) is a non-GAAP measure that thluses to measure performance of business units, and the Group, in

relation to the financial resources utilised.ROFE is calculated as EBIT divided by average monthly net funds employed. Net funds

employed are measured as total assets, less non-interest bearing liabilities and cash on hand. Lease liabilities resulting from IFRS 16 are

not considered in determining funds employed. Accordingly, the interest expense arising from IFRS 16 is also deducted from EBIT for

the purposes of ROFE. The calculation is done in NZ dollars.

•Net debt refers to interest bearing loans and borrowings less cash and cash equivalents.

•The balance sheet is converted at the closing rate as at 30 June 2021.The USD cross-rate used was 0.6998 (FY20: 0.6426); the AUD

cross-rate used was 0.9310 (FY20: 0.9340) and the GBP cross-rateused was 0.5050 (FY20: 0.5220).

•FY21 includes:

•A non-recurring accounting gain of $1.2M (inclusive of tax) from the termination of the lease for the Mangere branch; and

•A fair value adjustment loss of $1.4M in relation to the original 50% shareholding in Action Manufacturing.

•FY20 includes:

•the partial Togo exit undertaken in March 2020 which resulted in a one-off gain of $9.3M including tax and foreign exchange

benefits;

•a tax benefit of $1.1M in the United States; and

•the write-off of $3.1M of goodwill attributed to Kiwi Experience.

•The depreciation expense and interest expense recognised in FY21 in relation to IFRS 16 is $8.2M (FY20:$7.8M) and $3.4M (FY20:

$3.9M) respectively. Actual lease payments for the period were $11.1M (FY20:$10.4M).

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

COVID-19 related events

26

Description of eventAmount (NZ$)

Recognition in statement of

comprehensive income

Wage subsidies received*$4,373,000Netted off within operating expenses

Strategic Tourism Asset Protection

Programme funding

$1,720,000Other income

US PPP loan forgiveness$1,457,000Other income

thl’s statement of comprehensive income for the year ended 30 June 2021 has the following unique events related to

the COVID-19 pandemic:

* Includes the New Zealand and Australian wage subsidy schemes.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Accounting implications relating to 100%

Action ownership

27

•As a 50/50 joint venture, Action Manufacturing previously recognised a profit on the sale of vehicles to the thl Rentals

businesses as its customer. 50% of this profit would then be attributed to thl as the 50% shareholder of Action

Manufacturing.

•As Action Manufacturing is now a wholly-owned subsidiary, the sale of vehicles to thl are now an intercompany

transfer and so the profit on the sale is not recognised at a group level.

•From a divisional accounting perspective, we continue to manage these businesses consistent with our pre-acquisition

approach, to ensure that the appropriate incentives and competitive motives remain with both Action Manufacturing

and thl Rentals as if the transactions were between businesses at arms-length.

•While Action Manufacturing continues to recognise the profit on the sales at a division level, this profit is eliminated at

the thl group level and results in a lower book value for the vehicle (based on the cost of production with no

manufacturing margin).

•As the starting book value is lower, the depreciation expense incurred at a group level during the time the vehicle is

owned by thlis also lower. The depreciation expense incurred at the thl Rentals level is consistent with the previous

approach.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Thank you

28

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Divisional

financial

information

29

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Divisional EBIT

30

$MFY21FY20VarVar %FY21FY20VarVar %FY21FY20VarVar %

thl Rentals

New Zealand(14.7)30.2 (44.9)(149%)(5.5)22.8 (28.2)(124%)(9.2)7.5 (16.7)(223%)

Australia0.2 8.6 (8.4)(98%)2.8 0.0 2.8 NA(2.6)8.6 (11.2)(130%)

USA 14.6 10.9 3.7 34% (2.0)(1.5)(0.5)34% 16.6 12.4 4.2 34%

Total Rentals0.1 49.8 (49.7)(100%)(4.6)21.3 (25.9)(122%)4.7 28.5 (23.7)(83%)

Manufacturing0.5 0.0 0.5 NA0.5 0.0 0.5 NA0.0 0.0 0.0 NA

Tourism Group(0.6)3.9 (4.6)(116%)(0.1)(0.4)0.3 (64%)(0.5)4.3 (4.8)(112%)

Total operating divisions0.0 53.7 (53.7)(100%)(4.2)20.9 (25.1)(120%)4.2 32.8 (28.6)(87%)

Group Support Services & Other*(8.3)(5.1)(3.2)63% (5.9)(3.3)(2.6)78% (2.4)(1.8)(0.6)34%

Total EBIT(8.3)48.6 (56.9)(117%)(10.1)17.6 (27.7)(157%)1.8 31.0 (29.2)(94%)

EBIT before non-recurring Items(8.5)51.0 (59.5)(117%)(8.7)20.0 (28.7)(143%)0.2 31.0 (30.8)(99%)

Non-recurring items

One-off transactions 0.2 (2.4)2.6 (109%)(1.4)(2.4)1.0 (42%)1.6 0.0 1.6 NA

Total non-recurring items0.2 (2.4)2.6 (109%)(1.4)(2.4)1.0 (42%)1.6 0.0 1.6 NA

Split

Australia0.2 8.6 (8.4)(98%)2.8 0.0 2.8 NA(2.6)8.6 (11.2)(130%)

USA14.6 10.9 3.7 34% (2.0)(1.5)(0.5)34% 16.6 12.4 4.2 34%

NZ (23.0)29.1 (52.1)(179%)(10.9)19.1 (30.0)(157%)(12.1)10.0 (22.1)(221%)

Total EBIT(8.3)48.6 (56.9)(117%)(10.1)17.6 (27.7)(157%)1.8 31.0 (29.2)(94%)

Split

Australia0.2 8.6 (8.4)(98%)2.8 0.0 2.8 NA(2.6)8.6 (11.2)(130%)

USA14.6 10.9 3.7 34% (2.0)(1.5)(0.5)34% 16.6 12.4 4.2 34%

NZ (23.3)31.5 (54.7)(174%)(9.5)21.5 (31.0)(144%)(13.7)10.0 (23.8)(238%)

Total EBIT before non-recurring Items(8.5)51.0 (59.5)(117%)(8.7)20.0 (28.7)(143%)0.2 31.0 (30.8)(99%)

Full Ye ar6 M onths to June6 M onths to De ce mbe r

* Includes thl digital revenue and expenditure, andintercompany eliminations relating to vehicles sold by Action Manufacturing to the thlRentals businesses.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

39%

18%

41%

2%

31

Revenue by geography

New ZealandAustraliaUSATourism Group

34%

19%

39%

8%

FY21FY20

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Tourism

32

NZD $MFY21FY20VAR%

Revenue5.430.7(25.3)(82%)

Costs(6.1)(26.8)20.7(77%)

EBIT(0.6)3.9(4.6)(116%)

Full Year

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Action Manufacturing

33

Result for the 4 month period under 100% thl ownership:

Full year result as a standalone business on a 100% basis:

NZD $M

FY21

FY20

VAR

%

Revenue

43.7

64.1

(20.5)

(32%)

Costs

(42.8)

(60.5)

17.8

(29%)

EBIT

0.9

3.6

(2.7)

(75%)

NZD $M

FY21FY20VAR%

Revenue 16.4 – 16.4 NA

Costs(15.8) – (15.8) NA

EBIT* 0.5 – 0.5 NA

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Equity investments

•These part-owned businesses are/were not controlled by thland

are/were equity accounted. The results are/were not reported in

the Earnings Before Interest & Tax (EBIT).

•The FY21 result for Action Manufacturingreflects the performance

prior to the acquisition of the remaining 50% interest on 1 March

2021. Equally,the FY21 result for Outdoria/triptechreflectsthe

performance in the first month of FY21, before thlbecame the

majority shareholder.

34

NZD $M

FY21

FY20

VAR

%

Action Manufacturing

0.02

1.43

(1.41)

(99%)

Just go

0.76

(0.38)

1.13

(302%)

Outdoria

(0.04)

-

(0.04)

NA

Togo Group

-

(10.58)

10.58

(100%)

Total

0.74

(9.53)

10.26

(108%)

Equity Investments

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Group support services and other

35

NZD $M

FY21FY20VAR%

Revenue(7.2) – (7.2) NA

Costs 0.3 (2.7) 3.0 (112%)

EBIT**(6.9) (2.7) (4.2) 157%

Group Support Services and Others*

* Includes thl digital and intercompany eliminations relating to vehicles sold by Action Manufacturing to

the thlRentals businesses.

** EBIT before non-recurring items.

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

Supplementary

information

36

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Net profit after tax

37

NZD $M

FY21

FY20

VAR

%

Operating revenue

359.2

400.9

(41.8)

(10%)

Earnings before interest and

tax*

(8.3)

48.6

(56.9)

(117%)

Operating (loss)/profit before

tax

(18.4)

26.1

(44.5)

(170%)

(Loss)/Profit after tax*

(14.5)

27.4

(41.9)

(153%)

* includes non-recurring items

NZD $M

FY21

FY20

VAR

%

Ordinary NPAT

(14.3)

20.0

(34.3)

(171%)

Deferred tax benefit USA


1.1

(1.1)

(100%)

Togo transaction


9.3

(9.3)

(100%)

Kiwi Experience goodwill

impairment


(3.1)

3.1

(100%)

Fair value loss on AMLP

acquisition

(1.4)


(1.4)

NA

One-off gain on termination of lease

1.2


1.2

NA

(Loss)/Profit after tax

(14.5)

27.4

(41.9)

(153%)

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Income statement summary

38

* Based on number of shares on issue at year-end.

$MFY21FY20VARVAR %FY21FY20VARVAR %FY21FY20VARVAR %

Revenue from trading 130.0 257.4 (127.4) (49%) 61.2 109.0 (47.8) (44%) 68.8 148.4 (79.6) (54%)

Revenue from sale of fleet 229.1 143.5 85.6 60% 92.1 84.4 7.7 9% 137.0 59.1 77.9 132%

Total revenue 359.2 400.9 (41.8) (10%) 153.3 193.5 (40.1) (21%) 205.8 207.5 (1.6) (1%)

Costs 318.7 289.2 29.6 10% 140.3 143.8 (3.5) (99%) 178.4 145.4 33.1 23%

EBITDA 40.4 111.7 (71.3) (64%) 13.1 49.7 (36.6) (96%) 27.3 62.1 (34.7) (56%)

Depreciation & Amortisation 48.7 63.1 (14.4) (23%) 23.2 32.0 (8.9) (91%) 25.5 31.1 (5.6) (18%)

EBIT(8.3) 48.6 (56.9) (117%)(10.1) 17.6 (27.7) (77%) 1.8 31.0 (29.2) (94%)

Interest(10.8) (12.9) 2.1 (16%)(5.1) (6.3) 1.2 (195%)(5.7) (6.6) 0.9 (13%)

Share of Joint Ventures – (9.2) 9.2 (100%)(0.2) (3.3) 3.1 (314%) 0.2 (5.9) 6.1 (103%)

Share of Associates 0.7 (0.4) 1.1 (296%)(0.0) (0.6) 0.6 (1,456%) 0.8 0.2 0.5 250%

Profit before taxation(18.4) 26.1 (44.5) (170%)(15.4) 7.4 (22.9) 21% (2.9) 18.7 (21.7) (116%)

Taxation 3.9 1.2 2.6 218% 2.7 6.9 (4.2) (61%) 1.2 (5.7) 6.8 (120%)

(Loss)/profit for the period(14.5) 27.4 (41.9) (153%)(12.7) 14.3 (27.0) (189%)(1.8) 13.1 (14.8) (114%)

(Loss)/profit is attributable to:

Equity holders of the Company(13.7) 27.4 (41.0) (150%)(12.2) 14.3 (26.5) (186%)(1.4) 13.1 (14.5) (111%)

Non-controlling interest(0.8) – – NA (0.5) – – NA (0.3) – – NA

Basic EPS (in cents)*(9.2) 18.6

Diluted EPS*(9.1) 18.6

6 Months to DecemberFull Year6 Months to June

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Revenue

39

$MFY21FY20VARVAR %FY21FY20VARVAR %FY21FY20VARVAR %

thl Rentals - Rental Revenue

New Zealand31.191.6(60.5)(66%)16.451.1(34.7)

(68%)

14.640.5(25.9)(64%)

Australia34.557.6(23.1)(40%)20.519.90.6

3%

14.037.7(23.7)(63%)

USA56.177.5(21.5)(28%)19.825.1(5.3)

(21%)

36.252.4(16.2)(31%)

121.6226.7(105.1)(46%)56.896.1(39.3)

(41%)

64.9130.6(65.8)(50%)

thl Rentals - Sale of Goods

New Zealand100.945.955.0 120% 45.420.125.2 125% 55.625.829.8 115%

Australia31.016.814.2 85% 15.19.25.9 64% 15.97.68.3 109%

USA91.080.810.2 13% 25.455.1(29.7)(54%)65.625.739.9 155%

222.9143.579.4 55% 85.984.41.5 2% 137.059.177.9 132%

Manufacturing16.40.016.4 NA16.40.016.4 NA0.00.00.0 NA

Tourism Group 5.430.7(25.3)(82%)2.812.9(10.1)(78%)2.617.8(15.2)(85%)

thl digital

3.00.02.9 NA1.60.01.6 NA1.30.01.3 NA

Other (incl group elimination) (10.2)0.0(10.2)NA(10.2)0.0(10.2)NA0.00.00.0 NA

Total Revenue359.2400.9(41.8)(10%)153.3193.5(40.2)(21%)205.8207.5(1.6)(1%)

Split

Australia65.574.4 (8.9)(12%)35.729.16.6 23% 29.945.3(15.4)(34%)

USA147.0158.3 (11.2)(7%)45.380.2(35.0)(44%)101.878.123.7 30%

NZ and other146.6168.2 (21.7)(13%)72.484.2(11.7)(14%)74.284.1(9.9)(12%)

359.2400.9 (41.8)(10%)153.3193.5(40.1)(21%)205.8207.5(1.6)(1%)

Revenue Split

Sale of Services130.0257.4 (127.4)(49%)61.2109.0(47.8)(44%)68.8148.4(79.6)(54%)

Sale of Goods229.1143.5 85.6 60% 92.184.47.7 9% 137.059.177.9 132%

359.2400.9 (41.8)(10%)153.3193.5 (40.1)(21%)205.8207.5(1.6)(1%)

Australia (AUD)

Rental Revenue32.254.7 (22.5)(41%)19.119.1(0.0)(0%)13.135.6(22.5)(63%)

Sale of Goods28.915.9 13.0 82% 14.18.75.4 61% 14.87.27.7 107%

61.170.6 (9.5)(13%)33.227.9 5.4 19% 27.942.7(14.9)(35%)

USA (USD)

Rental Revenue38.449.5 (11.1)(22%)14.215.7(1.5)(9%)24.233.9(9.7)(29%)

Sale of Goods62.151.2 10.9 21% 18.335.1(16.8)(48%)43.816.127.7 172%

100.5100.7 (0.2)(0%)32.550.7 (18.2)(36%)68.050.018.0 36%

Full Year6 Months to June6 months to December

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Divisional summary

40

* Operating cash flow includes the sale and purchase of rental assets.

$M

REVENUEDIVISIONAL

EBITDA

DIVISIONAL

EBIT

AVE FUNDS

EMPLOYED

OPERATING

CASHFLOW*

REVENUEDIVISIONAL

EBITDA

DIVISIONAL

EBIT

AVE FUNDS

EMPLOYED

OPERATING

CASHFLOW*

Rentals New Zealand (before non-

recurring)

132.0 2.1 (16.3) 124.9 51.6 137.5 52.6 30.2 163.4 10.4

Rentals Australia 65.5 14.8 0.2 62.9 15.3 74.4 25.8 8.6 80.3 9.6

Rentals USA 147.0 26.2 14.6 104.1 36.8 158.3 31.2 10.9 170.3 52.7

Manufacturing 16.4 1.2 0.5 5.7 0.1 – – – – –

Tourism Group 5.4 1.6 (0.6) 18.2 0.7 30.7 6.2 3.9 16.2 6.1

Group Support Services/Other

(before non-recurring)

(7.2) (5.7) (6.9) 39.2 (17.5) 0.0 (1.7) (2.7) 17.8 (9.8)

Non-recurring Items – 0.2 0.2 – – – (2.4) (2.4) – –

thl 100% owned entities 359.2 40.4 (8.3) 355.1 87.0 400.9 111.7 48.6 448.0 69.1

Joint venture – – – 7.0 – – – (9.2) 45.3 –

Associates – – 0.7 4.2 – – – (0.4) 4.5 –

Group Total 359.2 40.4 (7.5) 366.2 87.0 400.9 111.7 39.1 497.7 69.1

Year ending 30 June 2021Year ending 30 June 2020

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

EBITDA

41

$M

FY21

FY20

VAR

VAR %

FY21

FY20

VAR

VAR %

FY21

FY20

VAR

VAR %

EBIT

(8.3)

48.6

(56.9)

(117%)

(10.1)

17.6

(27.7)

(157%)

1.8

31.0

(29.2)

(94%)

Add back non-cash items:

Depreciation

47.5

62.0

(14.4)

(23%)

22.5

31.4

(8.9)

(28%)

25.1

30.6

(5.5)

(18%)

Amortisation

1.2

1.2

0.0

1%

0.7

0.6

0.1

13%

0.4

0.5

(0.1)

(15%)

EBITDA

40.4



111.7



(71.3)



(64%)

13.1



49.7



(36.5)



(74%)

27.3



62.1



(34.8)



(56%)

EBITDA before non-recurring items

$M

FY21

FY20

VAR

VAR %

FY21

FY20

VAR

VAR %

FY21

FY20

VAR

VAR %

EBIT before non-recurring Items

(8.5)

51.0

(59.5)

(117%)

(8.7)

20.0

(28.7)

(143%)

0.2

31.0

(30.8)

(99%)

Add back non-cash items:

Depreciation

47.5

62.0

(14.4)

(23%)

22.5

31.4

(8.9)

(28%)

25.1

30.6

(5.5)

(18%)

Amortisation

1.2

1.2

0.0

1%

0.7

0.6

0.1

13%

0.4

0.5

(0.1)

(15%)

EBITDA before non-recurring items

40.2



114.2



(73.9)



(65%)

14.5



52.1



(37.6)



(72%)

25.7



62.1



(36.4)



(59%)

Full Ye ar

6 M onths to June

6 M onths to De ce mbe r

Full Ye ar

6 M onths to June

6 M onths to De ce mbe r

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

42

Rentals & Sales EBITDA

* Excludes Tourism businesses and Action Manufacturing.

43

25

33

51

26

29

53

26

31

4

15

26

-

10

20

30

40

50

60

NZAustraliaUnited States

FY18 FY19 FY20 FY21

*

EBITDA (NZD)

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Balance sheet

43

* Calculated based on thlshares on issue at year-end.

As atAs at

$MJUN 21JUN 20VARDEC 20DEC 19VAR

Equity312.6 325.1 (12.5)311.6 314.9 (3.4)

Non-current liabilities101.8 184.4 (82.6)69.1 209.5 (140.5)

Current liabilities50.5 62.2 (11.7)67.2 65.2 2.0

Lease Liabilities (NZ IFRS 16)73.3 81.9 (8.6)69.6 80.5 (10.9)

Total source of funds538.1 653.6 (115.5)517.4 670.1 (152.7)

Intangible assets and goodwill51.1 50.3 0.9 45.9 43.6 2.3

Retained interest in Togo Group20.8 21.4 (0.6)19.6 0.0 19.6

Investments in associates and joint ventures4.9 14.4 (9.4)15.2 58.1 (42.9)

Property, plant and equipment273.1 359.7 (86.6)267.0 403.6 (136.6)

Right-of-use assets (NZ IFRS 16)62.3 69.6 (7.2)59.2 68.8 (9.7)

Deferred tax assets1.0 1.7 (0.7)0.0 0.0 0.0

Current assets124.8 136.6 (11.7)110.6 96.0 14.6

Total use of funds538.1 653.6 (115.5)517.4 670.1 (152.7)

Net debt position (exclude IFRS 16 lease liabilities)48.7 127.7 (79.0)22.0 181.0 (159.0)

Net tangible assets (NTA)261.5 274.8 (13.4)265.6 271.3 (5.7)

NTA per share*$1.73$1.86$1.79$1.83

Book value of net assets per share*$2.06$2.20$2.10$2.13

Debt / debt + equity ratio (net of Intangibles)16%32%8%40%

Equity ratio (net of Intangibles)54%46%56%43%

AUD exchange rate at period end0.93100.9340 0.93840.9617

USD exchange rate at period end0.69980.6426 0.72270.6735

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Funds employed

44

Note: thlaverage funds calculated over a 12 month period.

Average FundsYear end Funds

$MFY21FY20VARJUN 21JUN 20VAR

Rentals

New Zealand124.9163.4(24%)100.1152.4(34%)

Australia62.980.3(22%)55.668.7(19%)

USA104.1170.3(39%)122.6143.8(15%)

Total Rentals292.0414.0(29%)278.3364.9(24%)

Tourism Group18.216.212% 17.316.93%

Action Manufacturing5.70.0NA19.70.0NA

Joint Venture (excl. Togo Group)7.010.8(36%)0.010.9(100%)

Associates4.24.5(8%)4.64.013%

Togo Group 0.034.5(100%)0.00.00%

Group Support Services39.2 17.8 120% 41.5 56.2 (26%)

Total Net Funds Employed366.2497.7(26%)361.3452.9(20%)

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

2 0 2 1 A N N U A L R E S U L T S

P R E S E N T A T I O N

Gain on vehicle sales and gross profit

45

FY21 figures in this table do not include vehicles written-off, whereas write-offs are included in FY20 figures. There were 15 vehicles written-off in FY20.

Full Year6 Months to June6 Months to December

$MFY21FY20VARVAR %FY21FY20VARVAR %FY21FY20VARVAR %

Proceeds from sales of motorhome fleet197.4124.273.259% 75.173.22.03% 122.251.071.2140%

Net book value of vehicles sold161.4108.552.849% 57.264.2(7.0)(11%)104.244.359.9135%

Gain on sales of motorhome fleet before selling costs36.015.620.4130% 17.98.99.0101% 18.16.711.4170%

Vehicle sales costs (warranty only)1.71.10.760% 0.80.70.111% 1.00.40.6144%

Gain on sales of motorhome fleet after selling costs34.314.619.7135% 17.28.38.9108% 17.16.310.8171%

Gross profit on non-fleet vehicles, retail and accessory sales8.93.45.4158% 5.81.93.9201% 3.01.51.5101%

Reported gross profit43.118.025.1140% 23.010.212.8126% 20.17.812.3158%

Total average gain on sale ($000) after selling costs12.48.93.539% 17.39.57.882% 9.68.21.417%

Fleet motorhomes sold (excl buybacks)

AU482 266216 81%210 122 88 72%272 144 128 89%

NZ1,110 470640 136%480 201 279 139%630 269 361 134%

US1,173 900273 30%304 549 (245)(45%)869 351 518 148%

Total fleet motorhomes sold (units), excl. buybacks2,765 1,636 1,129 69%994 872 122 14%1,771 764 1,007 132%

Flex fleet sales on buy-backs excluded from aboveFY21FY20

AU

1

325

2 0 2 1 A N N U A L R E S U L T S
P R E S E N T A T I O N

End

---

moving
forward

together

INTEGRATED ANNUAL REPORT 2021

thl
The Board acknowledges its responsibility

to ensure the integrity of the Integrated

Report. The Board recognises that integrated

thinking has become more critical than ever

as we do not only need to survive, but we

have to have the right systems in place to

thrive again, including the inf rastructure,

human capital and stakeholder networks.

The Board has applied its mind to the

Integrated Report and believes that it

addresses the most material issues, presents

fairly the integrated performance of the

organisation and its impacts in accordance

with the principles set out in the International

Integrated Reporting Council (IIRC)

Framework. The Integrated Report has been

prepared according to the IIRC guidelines.

The Integrated Report was approved by the

Board on 25 August 2021 and is signed on

its behalf by:

Rob Campbell

Chair

Rob Hamilton

Chair of the Audit Committee

year
in

review

Reduction in operational carbon

emissions against (updated)

baseline year FY19

41%

Increase in domestic

bookings globally

126%

As at 30 June 2021

$359M

$

49M

$

229M

-$8.3M

$

40.4M

-$

14.5M

4,242

-$14.3M

(2020: $401M)

(2020: $128M)

(2020: $143M)

(2020: $48.6M)

(2020: $111.7M)

(2020: $27.4M)

(2020: 5,815)

(2020: $20.0M)

TOTAL REVENUE

NET DEBT* AT YEAR END

SALE OF GOODS

EBIT

EBITDA

NET PROFIT AFTER TAX (NPAT)

TOTAL FLEET AT YEAR END

ORDINARY NPAT*

-10%+60%-153

%

-62%-117%

-64%-27%

-171%

The COVID-19 pandemic had a

significant impact on thl’s financial

performance this year, yet thl has

remained determined, defended the

business and succeeded in creating

new opportunities. We have improved

our domestic demand generation,

expanded our vehicle sales capability

and expanded new revenue streams.

These are benefits and new skills that

will continue to support our business

in the future, even once international

tourism returns.

There are likely different challenges

ahead and we are ready for them.

We are preserving what works well,

doing things better and looking

around the corner. Our Future-Fit

business is on the right path leading

us to the right destination.

In the US, the summer of 2020

saw a rush of interest in RVs as a

safe form of travel. With strong

support through outstanding

public relations and social media

campaigns, domestic demand

surged and underpinned a strong

result for the US business.

The launch of our new Telematics

product and new fleet management,

booking and pricing system was the

culmination of much hard work and

bespoke development over many years.

It is exciting to have these products

live and even more exciting to see

what is planned in the next phase

of development.

Safety is never negotiable within our

business, but the risk of COVID-19 brought

a new set of trials for our operating crew.

In particular, our US team had to face the

challenges of living and working with

COVID-19 on a daily basis and we are proud

of the way our team took care of one another

and our customers and ensured that we had

a COVID-19 free, safe workplace.

SAFETY OF

STAFF AND

CUSTOMERS

LAUNCH

OF DIGITAL

PRODUCTS

US ‘SUMMER

OF THE RV’

Number of new employees

joining Action Manufacturing

in CY21

58

Growth in New Zealand retail

and workshop revenue

52%

*Excludes the following non-recurring items:

• An accounting gain of $1.2M (inclusive of tax) from the termination of the lease for the Mangere branch; and

• A fair value adjustment loss of $1.4M in relation to the original 50% shareholding in Action Manufacturing

* Net debt refers to Interest bearing loans and borrowings less cash and cash equivalents

thl Integrated Annual Report 20210203

contents
kia ora

koutou

katoa

Dear Shareholders

On behalf of the Board, we present the 2021

Integrated Report and accounts for the year

ended 30 June 2021 (FY21).

This year we have combined the Chair and

CEO report. We strive to make everything we

do simple, clear and effective. This part of the

report is no different.

As thl has produced a loss for the year, is not

currently paying dividends and given that the

opening of international borders for leisure

travel remains uncertain, it is appropriate to

thank our shareholders for their continued

investment in thl. Shareholders today no

doubt see the future thl in a similar manner to

the Board and Executive team; a future where

thl succeeds for all stakeholders in a Future-

Fit manner. Our way of operating, our balance

sheet, our market position, people capability

and industry outlook don’t guarantee it, but

they do create the right conditions.

Please read this report and associated

materials to inform yourself and question the

business. We look forward to engaging with

you at the Annual Meeting in October.

moving

forward

together

moving

forward

responsibly

moving

people

forward

moving

fleet

forward

moving

experiences

forward

moving

business

forward

Chair and CEO letter 07

about this report 12

year in review 02

How thl creates value 46

How thl protects value (Enterprise

Risk Management Framework)

Divisional reports 50

— New Zealand

— Australia

— United States of America

— Action Manufacturing

— New Zealand tourism

— thl digital

— Equity investments

thl at a glance 58

FY21 carbon footprint analysis 60

Future-Fit and the UN

Sustainable Development Goals 62

Directors' statement 65

Independent auditor's report 122

Corporate governance 129

Board of Directors 146

Corporate information 147

06

14

22

28

34

40

financial

statements

64

Rob Campbell

Chair

The Future-Fit Business

Benchmark used by thl was

developed and is managed

by the Future-Fit Foundation,

a UK-registered charity. A

Future-Fit Society is one

which is environmentally

restorative, socially just and

economically inclusive. This

can only be realised through

a rapid and radical shift in the

way our economy works.

48

thl Integrated Annual Report 202104

05

moving
forward

together

We have been living with

the impacts of the global

COVID-19 pandemic

for over 18 months

now, with the tourism

industry suffering

economically more than

most industries. thl has

survived, is resetting and

is taking forward the

lessons from the impacts

of the pandemic.

The title of this report, moving forward

together is not because we are past the

impact of the COVID-19 pandemic, but

because we have reached the point

where we need to reposition again and

provide clarity on what’s next for thl.

We have been dealing with the last 18

months in a very responsive manner,

but have also undertaken a deep review

of our business. With the degree of

change in the organisation and the

significant cost reductions, we needed

to reassess. We questioned - had we

missed anything? Had the focus on

survival been at the expense of what we

need for the future? Had we been

appropriately balancing the now and

the future? Our conclusion is that there

are some activities we need to bring

back, some we need to do differently,

and some new things we need to do.

This has been deeply challenging.

Given that the majority of our

businesses have historically been

reliant on international tourism, we

asked ourselves – is there an existential

threat to thl as it stands today? We

have asked this question from

numerous perspectives. The

perspectives of an activist shareholder,

a climate risk advocate, a tourism

believer and a for-profit entity.

We are confident that the answer is

that we do have a future. The way we

have responded to the challenges of

COVID-19 should mean that we

continue to have your confidence to

use your funds to do the right things

as a business.

We adapt

thl started some 37 years ago as The

Helicopter Line. The company has

adapted over that time, and in recent

years has been RV centric, but not RV

exclusive. Adaptability is a constant

across thl’s history. It consistently

appears in any survey or conversation

on what keeps us progressing as a

company. These are traits at the core of

thl and are demonstrated in one of the

fundamental values of the organisation,

‘Be Curious’.

These last 12 months have been no

different, and thl has continued to

demonstrate its adaptability. We have

sold over 2,900 RVs through an

effective and profitable RV sales

business. We buy and build well from

both a quality and value perspective.

We have developed a reasonable

domestic rentals business within each

of our regions. We have developed

bespoke fleet management software.

We are operating a specialist vehicle

design and manufacturing business,

and we are manufacturing refrigerated

truck bodies. We have developed, and

are continuing to develop, numerous

new revenue streams. We also have

one of the strongest balance sheets

that thl has had in recent times,

despite the current headwinds and

without raising equity during the

pandemic.

Chair and CEO letter

Rob Campbell and Grant Webster

" We sincerely thank all of our crew for

their efforts across the year. It has been

inspirational to see the resilience defined

by the actions of the crew. Within this

report we have provided some insight into

some of their amazing stories."

thl Integrated Annual Report 20210607

Our people make us who we are
At its core, what makes thl are the

people. Our crew have had an

immensely challenging year. Our

frontline crew globally have stepped

up, and in the US and UK in particular,

have been working in a wider

environment with the risk of

contracting or spreading COVID-19.

Based on all the tracking and tracing

we have undertaken, we believe thl

has been able to steer through this

period without being the source of any

COVID-19 spread amongst our crew.

There have been very strict operating

procedures in place; procedures that

have made a hard job significantly

harder for our frontline crew. Despite

this, they have adapted and delivered.

Our New Zealand frontline crew faced

record rental volumes during our

Get Moving campaign, while at the

same time dealing with the fire at

our Auckland branch, and two

relocations to a temporary, and then

a more permanent site. Our office-

based crew in the US have worked the

year from their homes and in Australia,

the crew has dealt with many

more lockdowns than have been

experienced in New Zealand.

The state of the RV industry

It hasn’t all been negative. The

pandemic accelerated the growth of

the RV category globally, and the

wider industry has dubbed 2021 the

‘Year of the RV’. The demand has been

driven through RV travel being seen as

a self-contained, socially-distanced

method of travel, combined with the

strong desire to explore the outdoors

after being in lockdown for months

on end.

This created the conditions for thl to

have a record vehicle sales year in all

countries, far in excess of previous

records. The sudden increase in

demand and automotive supplier

issues, have driven high sales margins

globally. The average sales margin

across our entire business in FY21 grew

by 39% on the prior corresponding

period (pcp). While some of this

demand growth for RVs will be

situational and one-off in nature, a

deep piece of research from the US

supports the industry view that with

the greater proportion of younger

buyers and families, we are seeing a

structural improvement in the

category

1

. At a minimum, there is likely

to be a higher base of RV participation

than pre-pandemic, even once the

‘pandemic boom’ recedes.

In addition to the category growth

from the ‘Year of the RV’, we have seen

some rental competitors exit or

hibernate certain markets. There has

equally been a focus across the

industry in reducing fleet capacity as a

responsive measure to the loss of

international tourism.

There are significant price increases

within nearly all aspects of the

manufacturing supply chain. As with

most of the automotive industry, there

is a series of issues that have caused

capacity constraints for chassis

production throughout 2021. These

price increases look to be baked in for

the 2021 and 2022 calendar years of

production. The retail sale prices that

we have achieved in all markets in the

last 12 months, partly due to supply

shortages, will likely remain in the

coming year. As a result of these

supplier cost pressures, margins are

likely to revert to their historical norms

at some point in the 2022 or 2023

financial year.

As a customer in the industry, we

don’t have the information that we

would like from suppliers to accurately

forecast chassis and motorhome

on-fleet dates (or quantums) for the

next 12 months. Any impacts to-date

have been immaterial to revenue, and

we have been able to mitigate through

both the relationships we have and

alternative supply lines. The largest

impact to us today is that we have

constrained sales in the US and

Australia over recent months (to keep

vehicles on the rental fleet and sell

them after the respective peak

seasons), due to the lack of certainty

on the timing of new fleet arrivals. The

risk to the business increases over time

if the issue escalates, however while

difficult, there remains no material

disruption to customers today.

Our journey to Future-Fit

As we have reset, our intention to

become Future-Fit and our

commitment to recovering with the

right fundamentals at the core of our

operations, remains as strong as it has

ever been. There were several

initiatives that we needed to put on

hold over FY21 due to resource

constraints, not our desire or belief in

the actions themselves. The Future-Fit

concept within thl has taken on its

own meaning beyond a simple

measurement framework.

The systemic, future-focussed

measurement system works better

than anything else we have

encountered globally, but the cultural

impact and mind set change is equally

powerful. It is the way in which we

approach things in our business;

applying a ‘Future-Fit’ lens.

Our purpose, to create unforgettable

journeys, gives us our “why”, Future-Fit

is the pathway so we know the “what”

and it informs our culture and values,

so we know the “how”.

We are confident that this Future-Fit

way of resetting our business will

ensure that we are established in a

sustainable manner that will enable

long-term prosperity for thl and all

of our stakeholders.

Our role in the wider community

thl, like all businesses operating in a

capital market, seeks to make a profit

and, putting aside the current global

pandemic, we generally do. In the

same manner we believe all

businesses should, we have to be

honest with ourselves and consider

where this profitability has come from.

In some ways, it has come from the

externalisation of costs to the broader

environment or community through

our footprint. It is a key part of our

Future-Fit journey that we challenge

ourselves on how we reduce this

going forward and what we can do in

order to undo that harm.

We look at the business as a whole,

considering other impacts on our

communities. One significant example

in the last 12 months was our New

Zealand-based Get Moving campaign.

It saw the lowest prices we have ever

offered in our New Zealand rentals

business, kept cash coming in,

generated enough activity and

revenue to save jobs within our crew,

and helped to get New Zealanders on

the road and generate much needed

activity in our regional economies.

Compared to fly-in, fly-out travellers,

RV travellers are excellent contributors

to the regions as they generally spend

more time in towns and cities that are

further away from the major airports.

The year has seen us engage more

closely with some of the communities

in which we operate. As a key

employer in the Waitomo region

through Discover Waitomo, we have

worked closely with the community

to develop a programme of cultural

events, educational tours and other

activities that draw visitors to the

region throughout the year. Our

Discover Waitomo crew have also

been involved in conservation work in

the region, in partnership with the

Department of Conservation. These

activities have been made possible

with support from the Government

through programmes such as the

Strategic Tourism Asset Protection

Programme (STAPP) and Kaimahi for

Nature. We touch further on these

initiatives later in this Integrated Report.

These are just some examples of our

early steps. Going forward, we know

that we need to do more.

Investing in our future while

managing the present

Moving forward together does not

mean that we are beyond the

challenges that our business has

experienced. There is a fine balance

between the positivity of the long-

term outlook and our focus on the

future, and closely managing and

responding to the difficulties of the

present. We constantly assess this

balance in order to ensure that we are

reinvesting and generating

opportunities for the future without

creating undue risk.

The reality is that while the pandemic

continues and international borders

remain closed, we will, like other

tourism businesses, have to reset our

expectations on the timing of a

‘recovery’. A recovery, unfortunately,

implies returning to exactly where you

were. The countries we operate in, our

customers, our distribution channels

and our competitors are all so different

now, that we don’t use the word

‘recover’. We do believe that

international tourism will eventually

return, but the time it will take and the

form in which it will return, are the

greatest unknowns. We are investing

1

2021 Go RVing RV Owner Demographic Profile Report

in fleet purchases now and for the

coming periods. Our decisions are

based on a deep assessment of

assumptions, and importantly, a

clear alternative mitigation plan if

markets continue to remain closed

to international borders for an

extended period.

Throughout the year we have had

numerous internal projects to refocus

and strengthen our core competency

of running an efficient RV rentals

business. We certainly have not stood

still. To name a few, we have

developed and launched our state-of-

the-art Cosmos booking and fleet

management system in our

New Zealand and Australian

businesses, and are underway with

the adaptation and integration for the

US business. We have reviewed and

changed the way in which we will be

engaging with our global trade

partners, and we have reviewed every

detail of our customer experience

from the first moment they engage

with us, to see how we can take the

lessons of the last year and improve.

We have also made tactical

developments to our business and

generated new revenue streams. One

example of this is our RV retail

accessories offering through RVSC

and online in New Zealand. That

business segment has seen 58%

revenue growth on the previous

financial year, albeit off a small base

relative to the size of our wider

business. This gain has been

deliberate. Whilst incremental and not

transformational at present, we will

continue to grow this business as our

international tourism business returns.

In addition, going forward in each

country we expect that domestic

rentals will be a larger part of the

business than it was prior to the

pandemic, and that is attributable to

the work we have put in over the last

12 months through initiatives like the

Get Moving campaign, for the benefit

of the RV travel category more

generally.

We will grow with a different way of

operating our distribution channels, a

larger domestic market which we

understand more effectively, a larger

and more competent vehicle sales

business, and a much larger portion of

other revenue streams in retail and

servicing which were previously little

more than a small add-on opportunity.

09

0908thl Integrated Annual Report 2021

Rob Campbell
Chair

Grant Webster

CEO

Beyond rentals, we are

manufacturers

We have taken the opportunity this

year to increase our ownership of

Action Manufacturing to 100%. This

has meant that our long-term joint

venture partner Grant Brady, has

exited as a shareholder of that

business, albeit essentially transferring

his shareholding into shares in thl. We

are very pleased to have Grant Brady

as a top 10 shareholder in the business

and as a consultant supporting a

number of initiatives across thl. Grant

has been an excellent joint venture

partner over the last decade and we

thank him for all of his contributions.

Chris Devoy, our new CEO of Action

Manufacturing, has been with the

business since its formation and is

highly capable of leading this business

through its recovery and the next

stage of growth.

We have genuine excitement about

the future of Action Manufacturing

and have big growth ambitions

beyond the RV manufacturing

segment in Aotearoa New Zealand

and Australia. Our specialist vehicle

design team based in Hamilton are

true experts in their field, and this

business already has a full forward

order book of work for the coming

financial year. It continues to win new

work, both in the public and private

sectors, and has been ramping up crew

numbers with over 50 new employees

coming on in recent months.

As a manufacturer, we are certainly

not ignoring the movement towards

new, sustainable vehicle technologies.

We have been on this journey for

some years, first investing in our pilot

eRV programme in 2018. RVs

specifically pose a difficult challenge

when it comes to electrification. By

nature, they are heavy vehicles that

travel long mileages. RV travellers are

particularly sensitive when it comes to

range. The idea that you’ll have to stop

regularly to recharge goes against the

fundamental attraction to RV travel,

being the freedom to go where you

want, when you want, but battery and

charging technologies are meeting

this challenge.

We continue to be proactive about our

future fleet needs, particularly given

supply side challenges for electric

chassis. We have refuelled our projects

focussed on what our future fleet

should look like.

This includes the latest views on what

the most suited technologies are, be it

electrification, hydrogen or the use of

biofuels, and how we might be able to

repurpose our vehicles.

Our business model relies on us

creating more customer journeys

through private owners buying our

vehicles after their rental life with us.

The sales value is a key part of our

business model. As such, we are

conscious of the potential risk of

obsolescence of diesel vehicles as

these technologies move toward their

inflection point. Our view at this point

in time is that the transition will be

orderly in this segment, but we will

continue to challenge that assumption.

If we believed that there was an

obsolescence risk for us in the fleet

we buy, then we would adapt our

purchasing and sales cycle, timeframe

for adoption of new technology and

our rental fleet age, to address the

issue. We are looking well ahead to

protect the future business, consistent

with the transition to low-emission

economies.

Financial performance

thl had a net loss after tax of $14.5M in

the 2021 financial year. There is no

denying that. In business, you can

never have a loss and be pleased with

it (maybe start-ups aside). However,

we do believe that we have managed

this loss well within the context and

without impacting thl’s long-term

prospects. On the contrary, we have

preserved the optionality to remain an

industry leader in each market. While

the loss is much smaller than our

original expectations some 12 months

ago, all aspects of the business only

earn their right to exist if they have a

clear, believable plan to not just be

profitable, but to deliver the

appropriate return on capital.

Recognising the extent of our losses

in the last year, it is a reasonable

question to ask, why should anyone

invest in thl today?

The answer is clear: we consider

ourselves the global experts in the

effective and profitable management

of an RV rentals, manufacturing and

sales business.

We have retained the significant

intellectual property that we have in

that regard throughout the pandemic,

and in fact, have further developed

and added to it.

We have diversified our business to

incorporate a greater domestic focus

in each market, therefore

strengthening the resilience of our

business model. We continue to have

a balance sheet that is well-managed,

and we continue to have the support

and confidence of our lenders through

our banking facilities.

We have assessed ourselves within

that context starting with the

fundamentals. We have looked at our

net tangible asset value, incorporating

the market value of our fleet that is not

reflected in its book value (given that

we make a profit on sale). We have

also looked at the value of each of our

businesses individually to assess the

sum of our parts. We have compared

those to where our share price sits

today. All questions that shareholders

would ask themselves. The value of thl

is underpinned by mobile, physical,

desirable assets with values above

what we account for them. This, and

our market position, we believe gives

us the ability to pursue the viable

option of growing this business, to

achieve our desired returns on capital

and to enhance shareholder wealth.

We consider that ultimately, the RV

category is on a growth trajectory

on a global basis; we have a proven

record of sound management and

adaptability, and we are a business

on a sustainable Future-Fit journey.

Looking at all of that, our view is that

on a long-term basis there is

considerable upside in thl

performance.

FY22 outlook

We consider multiple scenarios for the

business and constantly update these

to the changing market conditions.

The level of uncertainty in market

conditions precludes a forecast of

overall financial performance for FY22

at this time.

Our current expectations for the first

half of FY22 include the following:

– The first quarter rentals performance

and forward order book are lower

than we expected some months ago.

This is attributable to (a) lower rental

activity in the US high season relative

to last year, (b) the spread of the

Delta variant globally creating

lockdowns, and (c) the suspension

of Trans-Tasman travel.

– Vehicle sales and margins

have exceeded expectations

for the quarter.

– The current spread of the Delta variant

in Australia indicates that there will be

ongoing travel restrictions in many

states, and in particular in respect of the

largest population base in New South

Wales. This will heavily impact the

Australian result for the first half.

– It is likely that Trans-Tasman travel will

remain closed for some months and

therefore provide little or no benefit for

the New Zealand Rentals and Tourism

businesses in the first half.

– The second quarter result for the US

business remains unclear and could

vary significantly depending on when

inbound travel from the UK and Europe

into the US opens.

Financial performance in the second

half of FY22 remains unclear. There is

potential upside on the result for the

pcp if (a) domestic travel in Australia fully

opens (the trends for April to June 2021

were positive), (b) international travel

into the US opens, and (c) Trans-Tasman

travel returns to the benefit of the

New Zealand Rentals and Tourism

businesses.

The recent Alert Level 4 lockdown in

New Zealand is not expected to make

any material difference to the FY22

result for New Zealand as at the time

of writing, however it is not clear how

long this will last.

The balance of these factors indicates

that a net loss is the most likely outcome

for FY22. The quantum of the loss is

difficult to ascertain at this point.

Given these current uncertain market

conditions, we caution that most analyst

forecasts for thl at the date of this report

are too optimistic for FY22.

Closing

Once again we would like to thank all of

the thl crew for their efforts over the last

12 months. These have been challenging

times within thl, however despite the

uncertainty that continues to exist, we

are ready to move forward together.

1110thl Integrated Annual Report 2021

about
this

report

Traditionally, annual

reports focussed on the

financial performance

of a business. At thl we

take a more holistic

approach that we feel

is more relevant for our

stakeholders in today’s

complex and dynamic

business environment.

As this is an Annual Integrated Report

aligned with the <IR> Framework,

throughout this report you will see

references to the ‘six capitals’: natural,

manufactured, intellectual, human,

social, relationship and financial. The

‘six capitals’ are stocks of value that thl

draws on and transforms into outputs.

In brief, they show that at thl we think

holistically about creating and

maintaining long-term value that is

also environmentally restorative,

socially just and economically

inclusive. To see the six capitals in the

context of our business, see our Value

Creation model.

moving forward responsibly

14

22

28

34

40

moving people forward

moving fleet forward

moving experiences forward

moving business forward

The ‘six capitals’ are stocks of value that thl

draws on and transforms into outputs.

Natural capital

Includes resources we use such as air, water, land,

minerals and forests, solar energy, crops and

carbon sinks; biodiversity and ecosystem health;

and resources which cannot be replaced such as

fossil fuels.

Manufactured capital

Manufactured objects used in the production

of goods or the provision of services, including:

vehicles, buildings, equipment and inf rastructure.

Intellectual capital

thl’s knowledge-based intangibles, including:

intellectual property such as patents, copyrights,

software, rights and licences; and our systems,

procedures and protocols.

Human capital

Our crew’s competencies, capabilities and

experience, and their motivation to innovate

on, support, implement and improve: our

governance f ramework, risk management

approach, ethical values, corporate strategy;

processes; goods and services, including their

ability to lead, manage and collaborate.

Social and relationship capital

thl’s social licence to operate; our relationships

with institutions and groups of stakeholders

including: communities, Governments, suppliers

and customers; the ability to transparently share

information to enhance collective wellbeing; our

integrity, values and behaviours, trustworthiness,

brand value and reputation.

Financial capital

Funds obtained through financing or generated

by means of productivity.

thl Integrated Annual Report 20211213

moving
responsibly

forward

14thl Integrated Annual Report 2021

A clear destination

– environmentally

restorative, socially just,

economically inclusive

We remain committed to achieving all

23 Break-Even Goals of the Future-Fit

Business Benchmark. Business, society

and the environment depend on one

another to thrive, which means

creating system value to become

genuinely sustainable: responsible,

regenerative and resilient.

The Future-Fit Business Benchmark is

based on science. It helps us

understand not only where we are now,

but where we are heading and why, so

we can be sure we are on the right

path, with a clear destination - to

become a Future-Fit business.

our

Future-Fit

journey

Future-Fit

Break-Even

(BE) Goals

Capital inputs

to create value

FF10 Employee health is

safeguarded

FF11 Paid at least a living

wage

FF12 Subject to fair

employment terms

FF13 Not subject to

discrimination

FF14 Employee concerns are

actively solicited,

impartially judged, and

transparently addressed

15

16thl Integrated Annual Report 2021
Our focus this year has been

prioritising the 23 Break-Even Goals to

address the material challenges for

our business and industry at a system

level. We used the Future-Fit industry

‘Heat Maps’ for tour operators and

automobile retail, and the results of

our FY20 Health Check to understand

our industry risks and impacts. This

ensured we were prioritising goals

relating to the highest impact and risk

areas for the business.

We believe our commitment to

becoming a Future-Fit business will

support thl’s long-term sustainability

and resilience in the face of future

disruption. We are embedding Future-

Fit decision-making across the

business and continue to make

progress towards creating system

value, through our new global Future-

Fit work programme aligned to deliver

on our priority goals. As a responsible

tourism operator, our priorities include

actions to reduce emissions from our

fleet and operations, ensuring our

products do not cause harm to people

or the environment through our

Responsible Travel programmes and

protecting the health of communities

and ecosystems in sensitive

destinations, such as Waitomo.

Priority 1: Tackle the three biggest challenges – where we are off track,

the impact is severe and our fitness is low

BE17: Product HarmProducts do not harm people or the environment

BE18: Product GHGsProducts emit no greenhouse gases

BE04: ProcurementProcurement safeguards the pursuit of future-fitness

Priority 2: Make progress - close current gaps to prevent harm and achieve

100% fitness

BE11: Living WageEmployees are paid at least a living wage

BE16: Product ConcernsProduct concerns are actively solicited, impartially judged

and transparently addressed

BE08: Operational

Encroachment

Operations do not encroach on ecosystems or

communities

BE09: Community HealthCommunity health is safeguarded

BE14: Employee ConcernsEmployee concerns are actively solicited, impartially

judged and transparently addressed

Priority 3: Address data and knowledge gaps to be able to accurately

assess and address impacts

BE05: Operational EmissionsOperational emissions do not harm people or the

environment

BE06: Operational GHGsOperations emit no greenhouse gases

BE19: Products RepurposedProducts can be repurposed

BE = Break-Even Goals

We are confident that we have a clear

understanding of where we want to

go long-term, and that we are

focusing on the goals where can make

the most impact, using the Future-Fit

Business Benchmark as the

underlying holistic performance

measurement system.

The right path –

prioritising the 23

Break-Even Goals

The right path

– thl global work

programme and

progress

thl global work programme and progress

Our

prioritised

goals

Our goal prioritisation approach

The Health Check is a self-assessment

of a company's Future-Fit

performance against each of the

23 Break-Even Goals. At thl we

prioritised goals where we had

major gaps or were

off track.

A Future-Fit Heat Map identifies

material sustainability risks for

a specific industry. At thl we

prioritised goals with a 'high' or

'severe harm' risk rating on

either of the two industry

Heat Maps.

While we aim to make progress on

all 23 Goals, based on the Health

Check and Heat Map ratings, we

prioritised 11 Goals.

Future-Fit Goal

Health Check

Future-Fit

Heat Maps:

Automotive & Tourism

Industries

11

Priority

Future-Fit Goals

Climate & Carbon Strategy

BE06: Operational GHGs

BE18: Product GHGs

Future Fleet Programme

BE17: Product Harm

BE18: Product GHGs

BE19: Products Repurposed

Sustainable Procurement

Circular Economy Pilots

BE04: Procurement

BE19: Products Repurposed

Accelerate

Partnership for Positive Impacts

BE03: Natural Resources

BE08: Operational Encroachment

BE09: Community Health

BE15: Product Communications

BE16: Product Concerns

Ignition

Creating Future-Fit branches

BE01: Renewable Energy

BE02: Water Use

BE05: Operational Emissions

BE06: Operational GHGs

BE07: Operational Waste

Telling

our

stories

17

18thl Integrated Annual Report 2021
In November 2020 we became one of

the first Future-Fit Pioneer businesses.

Future-Fit Pioneers are leaders:

businesses which have made a public

commitment to transform what they

do, head for the right destination, light

the way for others and report progress

We have continued to embed Future-

Fit thinking and action across our

business, from developing Future-Fit

Branch Action Plans to ensuring that

all capital expenditure requests and

projects are assessed for Future-Fit

impacts. We are engaging our crew

through Future-Fit Goal Prioritisation

workshops, sharing our stories and by

launching new DriveTrain online

training modules on the properties of

a Future-Fit society.

While we did not expect to complete

the full data collection to assess all 23

Break-Even Goals in FY21, we have

continued to make good progress

assessing the goals where we have

data available and identifying where

and how to address data gaps. This

year we migrated to a new platform to

improve data collection and analysis

for measuring our future-fitness

progress and carbon reporting. The

updated Health Check for FY21 reflects

our improved data awareness and

findings of the assessments we have

completed.

Further detail about elements of our global work programme:

A Future-Fit Pioneer

Future-Fit thinking in

everything we do

• Future Fleet

The need to decarbonise our fleet is

the major challenge we must

address to achieve future-fitness,

making progress on this is core to

our Future Fleet programme - see

moving fleet forward section.

• Sustainable procurement

Sustainable procurement

framework development and

supplier hotspot assessments are

underway, initially with a pilot in our

Australian factory. The approach and

learning from the pilot will be rolled

out to other regions in FY22.

• Accelerate

As a responsible travel operator

we are committed to positively

contributing to the communities

and ecosystems where we operate,

working with partners and

communities to create impact

at scale.

• Ignition

This year we rolled out Future-Fit

Branch Sustainability Action Plans

globally, building on the Branch

Action Plan process initially

developed in the US. This

programme is key to embedding

Future-Fit thinking and action

across all our branch locations, and

making progress on the operational

goals for energy, water, waste,

operational GHG emissions and

community impacts.

“ Since joining thl’s Responsible

Management team in December

2020, I’ve been fortunate to have

inherited a fantastic team based

in LA, Dunedin and Auckland

and a strong foundation

provided by the Future-Fit

Business Benchmark. Future-Fit

provides a science-based,

systemic approach that helps

businesses become ‘sustainable’

by achieving 23 Break-Even Goals

and then – and what I’m most

excited about – how to go

beyond sustainable to become

restorative and regenerative

through the 24 Positive Pursuit

Goals.

Any framework requires work

to maintain, and that includes

Future-Fit. We’ve been putting in

a new, online system to enable

our team and our crew to focus

on what counts: creating a

positive impact in our business,

our branches, and the

communities, ecosystems and

destinations in which we operate.

Given we’re a small team,

collaboration across systems is

key. We are excited and humbled

to learn from indigenous wisdom

and apply systems-based

concepts such as doughnut

economics, circular economy,

Cradle to Cradle™ and

biomimicry to inform our journey

to a resilient and regenerative

future".

Juhi Shareef

Chief Responsibility Officer

Crew Spotlight

Around the world, extreme weather events such as storms, floods

and wildfires are intensifying, impacting millions of people and

infrastructure including airports, ports and roads which our

customers use to access tourism destinations.

This is not just climate change, but rather a climate crisis. Businesses

face a stark choice: either be part of the problem or work hard to be

part of the solution.

Post the Paris Agreement, legislation and regulation is finally being

developed to support a low-emissions world. Countries and states

are setting clear end dates for the sale of new Internal Combustion

Engine (ICE) vehicles or requiring that all new cars and passenger

trucks sold be zero emission vehicles (ZEVs); and regulated product

stewardship schemes are on the horizon.

thl

has started considering the risks and opportunities from the

physical effects of climate change and the transition to a low-

emissions future. Some of these are discussed in the moving fleet

forward section of this report. Risks are managed by the Risk &

Improvement Committee (RIC) and captured in our Enterprise Risk

Framework (see protecting the value we create section in this report).

However, we still have a long way to go. We have developed and

resourced a Climate and Carbon Strategy to deliver this work, and

our ongoing Future Fleet Programme will play a key role. The

decarbonisation pathways we set will be based on robust carbon

scenarios developed for thl in each country of operation (New

Zealand, Australia and the US). We will be fully reporting

on our climate risks and opportunities in alignment with TCFD

2


recommendations and in advance of NZX requirements in our

FY22 Integrated Report.

At thl, we are very clear about just how much work is involved in

becoming part of the solution. Our RVs provide a safe and enjoyable

way for visitors to access nature, and opportunities to have new,

enriching cultural experiences. But fuel use from customer journeys

causes pollution which contributes to climate change and poor air

quality: an increasing concern in a world living with COVID-19. In

addition, the materials in our vehicles all contain ‘embodied carbon’

generated at each step in the supply chain.

Our understanding of the environmental and social context of our

operations, products and the systems they are part of, is key to

ensuring we make the best decisions for our future.

2

Task Force on Climate-Related Financial Disclosures

A climate of change

every year. We are proud to be one

of the first Future-Fit Pioneers globally

to produce a Level 1 Statement of

Progress transparently, disclosing our

progress, and sharing our journey to

help others.

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

For more information, see FY21 carbon footprint analysis section

in this report.

19

Our FY21 Health Check provides insights on our current progress. Our first full
benchmark assessment results will be available in the Level 2 Pioneer

Disclosure in FY22.

Future-Fit

Break-Even Goals

2019

Health

Check

2020

Health

Check

2021

Health

Check

FY21

Review Commentary

BE01:

Renewable

energy

We continue to focus on energy efficiency with energy saving plans in place

for most sites. In the US and Australia we are looking into options to move to

renewable energy sources for electricity where possible, as this will have the

greatest impact where the grid mix has low renewables. However, due to COVID-19

work has not progressed as we would have liked on shifting to renewables and

reducing gas and company fuel use. Our performance is reflected in our rating

and we need to rethink our approach.

BE02: Water

use

A number of sites in US and Australia are based in water stressed regions, while

other sites experience seasonal water stress. Water saving is a focus in the Branch

Action Plans, targeting high water use activities including vehicle wash bays,

installing low flow facilities and efficient appliances, and installing water tanks

where appropriate.

BE03: Natural

resources

Waitomo is our only location where the Natural Resources Goal applies. We

have assessed our fitness for this goal and are confident our environmental

management practices meet a high standard. They are guided by our

Environmental Management Plan, intensive monitoring of impacts, and oversight

by the Environmental Management Advisory Group.

BE04:

Procurement

We are strongly committed to sustainable procurement to:

• support product design for a circular economy,

• minimise consumption,

• maximise the procurement of low-carbon, energy-efficient, innovative

and socially inclusive products and services, and to

• ensure products are recovered and recycled at end of use / life.

Our global supply chain is complex but we are making progress with a

sustainable procurement pilot for our factory in Australia. Work is underway

to: identify key procurement categories / suppliers by spend, risk and visibility

to understand social and environmental hotspots; map current performance

in sustainable procurement; and embed sustainability into our procurement

processes.

The learning f rom the pilot will be rolled out to NZ and the US in FY22.

BE05:

Operational

emissions

We currently do not have data on all the potential gaseous, liquid or solid

emissions that may occur at our sites. Closing this data gap is a priority. We will

complete a pilot to assess this for branch locations in FY22.

BE06:

Operational

GHGs

Operational emissions reduced over the last FY due to changes related to

COVID-19, including no emissions for Kiwi Experience coach operations and

reductions in staff commuting and branch energy saving actions. Assessments

are based on our scope 1 and 2 emissions, and limited scope 3 emissions. A scope 3

inventory review is underway to ensure all emissions sources are covered. A carbon

management plan is in place and reducing operational emissions is a focus in our

Future-Fit Branch Action Plans.

BE07:

Operational

waste

Operational waste is challenging due to the extensive parts and interior items

required for the vehicle preparation process. Waste management and improving

reduce, reuse and recycling at all sites is a focus in Future-Fit Branch Action Plans.

Challenges operating in a COVID-19 environment has resulted in thl performing

worse than the last FY on site-based reuse and recycling initiatives in the US and

Australia due to greater use of disposable items and additional challenges of

sorting recycling on-site. A renewed focus on waste reduction, recycling and

finding circular solutions will be a priority in FY22.

BE08:

Operational

encroachment

The methodology to assess Future-Fit impacts for current sites and new locations

has been developed. Assessments are underway in each country. Many of our

branches are located in areas of low risk of impact for community and ecosystem

health. Our most significant site for operational impacts on communities and

ecosystems is Waitomo where we also have the biggest opportunities for positive

impacts. Our Discover Waitomo businesses are therefore prioritising goals BE08

and BE09 and aiming to go beyond Break-Even (sustainable) to positive pursuits

(regenerative) where possible.

The updated

FY21 Health Check

We are on track and can

continue our journey

We have minor gaps but

know how to close them

We have major gaps and

need to rethink

We are off track and need

to redesign our course

Key - Health Check

assessments show

how thl is performing

against the Future-Fit

Break-Even Goals

20thl Integrated Annual Report 2021

Future-Fit

Break-Even Goals

2019

Health

Check

2020

Health

Check

2021

Health

Check

FY21

Review Commentary

BE09:

Community

health

Protecting the health of ecosystems and communities, both where we are

physically based and at destinations where use of our products has an impact

on communities or the environment, is a high priority. Not only to cause no

harm, but as a focus for positive pursuits to contribute to restorative and

regenerative travel at a system level. Our focus is to understand our impacts,

address community issues and create positive change at scale. We will progress

work developing effective community engagement mechanisms, building

regenerative partnerships, and extending work on our Responsible Travel

programmes in FY22.

BE10: Employee

health

The health, safety and wellbeing of all our crew is a top priority. This has been a

challenging period with the impact of COVID-19 and the Auckland branch fire

leading to new Standard Operating Procedures (SOPs) and a focus on wellbeing

across the business. We are confident we have the culture, crew engagement,

processes and practices in place to support our crew and will maintain this focus.

BE11: Living

wage

The process for identifying Living Wage models to use for this analysis is

underway. None of the regions in which thl operates have a Living Wage which

has officially been legislated. A number of models developed by third party

organisations are currently being reviewed to determine regionally appropriate

models that meet the Future-Fit goal criteria. Following Board approval, thl US

was the first to commence the journey towards a sustainable thl Future-Fit wage

concept with the implementation of hourly wage adjustments in June 2021. This

was followed by the announcement in June 2021 of the introduction of the thl

Future-Fit wage for New Zealand, effective for the new FY22 financial year.


A review of a thl Future-Fit wage concept for Australia is also underway.

BE12: Fair

employment

terms

Assessment work reflects that we have good fitness on the majority of the fitness

criteria for this goal in New Zealand and Australia. The US will require more

exploration due to the difference in US employment regulations, such as for paid

sick leave, vacation and parental leave impacting fitness progress.

BE13: Employee

discrimination

Based on the fitness criteria, we have the policies and procedures in place to

achieve this goal. We will continue to review our progress and identify where

we can make progress on diversity and inclusion, including a focus on risk areas

identified in the industry Future-Fit Heat Maps.

BE14: Employee

concerns

We have a range of employee feedback mechanisms currently in place, however

we have identified the need to improve awareness of the feedback mechanisms

available and to engage crew in the design of the employee engagement

mechanisms. A pilot of a wellness app this year provided useful learning, which

w

ill inform ongoing work to support crew engagement and wellbeing.

BE15: Product

concerns

Safe and responsible use of our products is a priority for thl. Customers receive

instructions and/or demonstrations on safe driving and how to operate all

equipment in the motorhome, along with online manuals and instruction videos.

Responsible Travel programmes like Tiaki Promise in New Zealand and Travel with

Heart in the US are in place to address potential impacts on the environment f rom

inappropriate use of the vehicles, and support customers to reduce impacts and

where possible, have a positive impact. A review of product communications has

shown that we have good levels of fitness across all business groups.


BE16: Product

concerns

We recognise the importance of this goal given the complexity of motorhomes;

to ensure the safe operation and responsible use of our vehicles; to prevent

damage to the environment, and to address any operating issues that arise

for customers. We have robust product concern mechanisms in place. We

maintain a focus on this to ensure all customers have the information they

need and channels to raise concerns, get support and advice, and proactively

manage any issues identified.

BE17: Product

harm

Reducing harm to people or the environment f rom the use and disposal of our

products is a priority. Responsible Travel programmes help our customers avoid

causing harm when using our products. A lifecycle assessment comparing eRV

and regular RV models in New Zealand has been completed, however data

on the impact of our products’ end of life is not currently collected. Given this,

a priority for FY22 will be to make progress to assess the environmental and

social impact of our products throughout their lifecycle, including materials,

resources and emissions in production, use and end use phases.

BE18: Product

GHGs

Reducing GHG emissions f rom our vehicles is a major challenge and high

priority. We are committed to reducing emissions f rom our motorhomes

through our Future Fleet programme, building on our experience with eRV fleet

in New Zealand. Industry partnerships with vehicle manufacturers will be key to

moving forward. The customer journey emissions for our rental fleet are shown in

our carbon footprint.

BE19: Products

repurposed

The products can be repurposed goal is complex for thl, as our vehicles

include many more components and materials than a standard car or truck.

We are working to understand product repurposing in each market in which

we operate. Local programmes for parts to be recycled/repurposed are in

place where facilities are available. Some existing programmes to reuse and

repurpose surplus items have been impacted by COVID-19.

BE20: Business

ethics

We have an Ethics Policy in place and an ethics training module relevant for

our business activities and potential hotspots. It is a requirement for all staff to

complete the ethics training on a regular basis and this is monitored.

BE21: Right tax

As a publicly listed company we are confident that we meet the standards

required for this goal and are disclosing the relevant information within all

jurisdictions where we have operations.

BE22: Lobbying

& advocacy

We do not directly undertake lobbying activities, but we are active in

tourism industry groups. We have a Lobbying & Advocacy Policy in place and

proactively encourage the groups we engage with to make progress towards

future-fitness by addressing their key impacts, risks and issues.

BE23: Financial

assets

As a company we do not directly manage financial investment assets, beyond

standard financing activities. We have reviewed this goal and many of the risk

areas identified do not apply directly to our activities.

21

moving
forward

people

22thl Integrated Annual Report 2021

Progress on

our People Goals

Our crew are at the heart of everything

we do. The ongoing uncertainty and

complexity created by COVID-19

demands our dedicated focus on

protecting the health, safety and

wellbeing of all our crew and our

customers. We are immensely proud

of the resilience and commitment

shown by our teams over the last year

and share some highlights on progress

towards our People Goals.

Crew engagement:

a new pulse survey

We paused the annual crew

engagement survey last year due to

COVID-19 and took the opportunity to

re-evaluate our approach. In the latter

part of CY20, we rolled out a new

hybrid crew engagement pulse survey

that we intend to run 2-3 times a year

to gather current information from our

teams. This enables us to understand

the changing needs of our crew and

respond quickly to any concerns and

issues, thereby helping us to maintain

existing programmes or develop new

initiatives that support us to become

a Future-Fit organisation.

BE10 Employee health

BE11 Living wage

BE12 Fair Employment terms

BE13 Employee discrimination

BE20 Business ethics

BE08 Operational

encroachment

B E 0 9 Community health

Future-Fit

Break-Even

(BE) Goals

Capital inputs

to create value

23

24thl Integrated Annual Report 2021
We commenced piloting a training

programme for frontline leaders and

crew in New Zealand in June 2021

focusing on wellbeing and mental

health support, and plan on rolling this

out or offering support to other

regions on completion of the pilot. A

review of our current health and safety

management system has recently

been completed and we will

implement the outcomes of the

review to continuously improve our

health and safety practices.

When the first lockdowns occurred,

we focused on setting up all crew who

could work from home and had to

work from home with IT software,

hardware and office equipment to

ensure they were fully comfortable,

connected and complied with health

and safety (H&S) requirements. Where

crew are able to return to work, we

have developed a policy framework

within which we are continuing to

provide ongoing flexibility to work

from home, or from the workplace.

LITFR incident reporting is part of the

Health and Safety reporting and

monitoring process that is undertaken

in Australia and New Zealand on a

rolling 12-month basis (an LTI reporting

mode is being developed for the USA).

COVID-19 has had an impact on our

normal site operational hours. Plant

and crew availability and workplace

awareness has been variable, with

training at times subject to the various

alert protocols over the last 12 months.

This has resulted in fluctuations in the

number of incidents occurring that

have required time off for recovery.

Australia has improved in this regard

over the last 12 months, with New

Zealand needing an increased focus

on crew training and awareness.

One of the fundamental aspects of

moving towards becoming a Future-

Fit organisation involves improving

the financial position of our crew who

are earning at lower wage rate levels in

the organisation. Following Board

approval, thl US was the first to

commence the journey towards a

sustainable thl Future-Fit wage

concept with the implementation of

hourly wage adjustments in June 2021.

The global DriveStar Award series,

which gives company-wide

recognition to our hard-working team

members, was re-activated in August

2020. It provides an opportunity to

recognise our monthly, quarterly and

annual DriveStar award recipients.

Thanks to all our DriverStar winners for

your great contribution to your team,

and commitment to the business over

the last year. In addition, we also

operate regional recognition schemes

to provide local recognition.

Through our DriveTrain programme,

targeted online training modules are

delivered on a monthly basis to all our

crew. These cover key topics from the

Future-Fit goals to cybersecurity and

health and safety, to provide ongoing

learning opportunities for our teams.

While we will be reviewing the main

leadership development programmes

in the coming months, an online

leadership option using the LinkedIn

Learning online application was

approved in June 2021 and will be

piloted from mid-2021 onwards for

a number of our leaders.

Health, safety

and wellbeing

Crew

recognition

Crew training and

development

Flexible working

arrangements

Lost Time Injury

Frequency Rate (LTIFR)

thl Future-Fit

wage

This was followed by the

announcement in June 2021 of the

introduction of the thl Future-Fit wage

for New Zealand, effective for the new

FY22 financial year. A review of a thl

Future-Fit wage concept for Australia

is also underway. We hope that this

approach will improve the quality of

life for our crew financially as well as

help improve engagement and

retention levels.

Discover Waitomo closed the Waitomo Glowworm Cave, Ruakuri Cave

and Aranui Cave in Waitomo during the New Zealand-wide lockdown

from 24th March to 22nd May 2020. Following the lockdown, there

was a reduction in tourism visitors of ~90% due to the absence of

international tourism. Despite Discover Waitomo’s best efforts to save

as many jobs as possible, more than half of the Discover Waitomo

team lost their jobs in 2020.

We looked for opportunities to continue to care for our crew and

partnered with the Department of Conservation (DOC). We were the

first in the country to set up and successfully run a Kaimahi for Nature

programme through the Jobs for Nature Government initiative where

thl crew perform their usual primary tourism role (guiding, retail

assistant, food & beverage assistant, reservations) and then work in

conservation and restoration to top up their hours to full-time. In our

view, this programme is an exemplar of the way in which Government

and business should be working together.

Kaimahi for Nature

“ I am a single dad

with two kids. The

Kaimahi programme

has given me full-

time work, taught

me new skills and

allowed me to

continue to work at

the Glowworm Caves

where I have worked

for over 16 years.”

Christaan Burgess

Discover Waitomo and

Kaimahi Crew Member

Crew Spotlight

Through Kaimahi for Nature, our crew have been involved in track

maintenance for Maniapoto district reserves, waterfalls, tracks and

pā sites (sites of historical Māori villages). Work includes pest plant

removal, guiding visitors, predator control, native riparian planting,

tree releasing (pulling back plants that may smother new trees)

and riparian strip maintenance (providing a natural buffer between

waterways and land).

The local community have responded positively to the work achieved

by the crew, and in return the crew are enjoying working outside,

learning new skills, and being the kaitiaki (guardians) of their

environment. An additional benefit of the Kaimahi for Nature

programme has been the Glowworm Cave and Black Water Rafting

teams working together and getting a greater understanding of both

sides of the business.

This initiative has provided jobs for 18 of our crew previously on casual

contracts and ensured that full-time fixed term roles have the job

security needed to keep them working within the community and

with their Hapū (Māori kinship group).

Alongside our Future-Fit goals, Discover Waitomo has made the Tiaki

Promise to commit to caring for our people and our place, now and for

future generations. As kaitiaki (guardians) of a unique cave and karst

landscape, our care is world leading. We deliver on the Tiaki Promise

and our Future-Fit goals by: caring for our crew; using an extensive

environmental monitoring and management programme within the

cave and nearby reserves; and using our Mauri Model to holistically

assess and improve our performance against our core values. The

Mauri Model integrates quantitative and qualitative data with a Te Ao

Māori worldview, acknowledging the interconnectedness of all things,

living and non-living.

Note: LTIFR represents the number of lost time injuries

occurring in a workplace per 1 million hours worked.

LTIFRFY21FY20

New Zealand

16.613.4

Australia

15.323.7

25

26thl Integrated Annual Report 2021
In the US, our first and last question of

each day has been “are we doing

enough to keep our crew and

customers safe?”. We quickly, carefully

and comprehensively designed and

implemented new standard operating

procedures (SOPs) based on the

advice of Federal, State and Local

Government agencies. Maintaining

these SOPs and their implementation

across the business through uncertain

and rapidly evolving situations

requires significant time and focus

from all our business leaders and their

teams. With our ‘one team’ approach,

constant, open and direct

communication is key, with weekly

health and safety meetings held in all

branches and teams, and feedback

from crew and customers

incorporated into our weekly reviews

of the safety SOPs.

Our leaders and crew have done an

amazing job in responding to these

challenges to keep our crew and

customers as safe as possible all day,

every day. All crew who had roles that

could be adapted to working from

home continue to do so with the

active support of their leaders.

Through our focus on safety and the

connectedness of remote-working

crew, we have fostered a strong

culture born of resilience, compassion

and agility. At the time of writing, we

are facing the growing threat of the

Delta variant in the US and will

continue to intensely focus our

energies on safety through all the ups

and downs we may face, for as long as

the pandemic requires it.

US: operating

in a COVID-19

environment

Indigenous cultural

capability training in Australia

We are learning with

Indigenous research

and project

management tools

shared by Aboriginal

partners.

Period products

for our crew

Crew wellbeing

challenge in Australia

Our cultural

capability

journey

For many years, thl has been an active

supporter of indigenous tourism

experiences. Initially this was through

the promotion of the Tourism

Australia-led, “Indigenous Champions”

programme. This year, with support of

the specialist for Aboriginal Tourism at

Visit Victoria, we have taken a step

further in order to understand what

role we can play in walking alongside

Aboriginal tourism operators and

suppliers, to support and elevate

them. We needed to go back to the

start which began with cultural

capability training sessions for all crew.

As with all good courses, we started

with a little homework – finding out

who the Traditional Custodians are of

where we live and work.

We received guidance on:

• Cultural protocols and

sensitivities for engaging with

Aboriginal and Torres Strait Islander

peoples (respect).

• History to support the conversation

on respect and acknowledgement

(truth telling).

• The importance of representation,

not only in media but across all

industries (leadership).

• Identifying opportunities for

connection and support

(engagement).

We believe that economic

development driven by Aboriginal

and Torres Strait Islander people can

empower and develop sustainable

futures for all Australians. In FY22

we are committed to learning how

we can best contribute.

thl is committed to women’s health.

As part of this we have committed

to being a Period Positive business.

In our offices and branches across

New Zealand and Australia we have

introduced free period products for

our crew. This will be introduced

across the US as people return to

the office.

A huge well done to all our thl

Australian team members who

competed in the 30 Day Physical and

Mental Wellbeing challenge. In the

30 days, the team managed to total

over 12 million steps and 917 guided

meditation sessions. Of the 40 initial

participants, 24 managed to achieve

the required 10,000 steps and guided

meditation every day. Team Brisbane

had the best participation with seven

challengers who each averaged 10,952

steps. The team with the highest

average steps was our high

performing sales team with an

average of 14,395 steps per day.

we are a

PERIOD

BRANCH

POSITIVE

For more information, please contact:

Knowing

Knowing and

understanding

history, culture

customs and

beliefs

Being

Awareness

authenticity and

openness to

examining own

values and beliefs

Doing

Culturally

appropriate

action and

behaviour

27

forward
fleet

moving

28thl Integrated Annual Report 2021

Vehicle sales and rentals

are our core business, and

while we remain focused

on margins, we know that

the decisions we make

about our fleet today

are going to lock carbon

emissions in over the 10-

30 year life of a vehicle.

Climate change is arguably

the biggest challenge

of our times, and at thl

we are setting science-

based carbon targets and

decarbonisation pathways.

Simply put, there’s not one standalone

technology that will solve the systemic

climate and supply side challenges we

face across multiple regions. We have

developed an ongoing programme of

work – Future Fleet – that is taking a

technology-agnostic approach to our

product categories. This means we are

not only looking at EVs, but also at

biofuels and hydrogen, and we are

keeping an eye on hybrid options.

We are scanning vehicle ecosystems in

each country in which we operate and are

in the process of mapping: system

stakeholders; emerging technologies;

investment in infrastructure; and potential

partners. We have convened an internal

cohort of our crew with technical

expertise to model and analyse market

tipping points and inform our science-

based decarbonisation pathways.

However, we recognise we have a long

way to go and we can’t do this alone:

collaboration across systems will be key.

BE04: Procurement

BE17: Product harm

BE18: Product GHGs

BE19: Products repurposed

Future-Fit

Break-Even

(BE) Goals

Capital inputs

to create value

29

30thl Integrated Annual Report 2021
As outlined in our framework for FY21

that was included in the FY20

Integrated Report, we pivoted the

business towards vehicle sales,

servicing and retail products, on the

assumption that we would be

operating in a domestic-only rentals

environment for FY21.

Looking back, this pivot towards

vehicle sales was fitting, not only to

serve the domestic demand for private

motorhome ownership, but also to

help de-fleet and improve utilisation in

an environment where rentals

demand was lower, and also to help

de-leverage the balance sheet and

repay debt. Our net debt position

reduced from $175M at 24 March 2020,

to $22M at 31 December 2020. By

selling our motorhome assets and

realising the margins and value of the

assets over and above the book values

that are recorded in thl’s accounts, we

have been able to right size the

balance sheet without raising capital

from shareholders.

The vehicle sales market in all

countries that we operate in continues

to remain strong. We have had a

record year for vehicle sales, selling

2,930 vehicles across the Group.

Record average sales margins have

been achieved in the US throughout

FY21. The average total gain on fleet

sales (after selling costs) has increased

39% from FY20.

The Great New Zealand Motorhome

Sale campaign in late 2020 generated

strong volumes of vehicle sales in

New Zealand, which continued

throughout the second half of FY21.

This increase in the volume of vehicle

sales has enabled a focus on growing

ancillary revenues such as vehicle

servicing and retail revenues, and has

also enabled growth of our vehicle

sales network through both retail and

wholesale channels.

Some of the margin growth that we

have seen in FY21 is considered

one-off in nature, reflective of the

current market conditions. We have

seen manufacturing cost increases,

but to date these have been

outweighed by the increased sales

prices that are being seen in the

market.

With the backdrop of an ongoing

strong vehicle sales market and a

belief that the domestic rental

markets will continue in some manner,

we have continued to purchase new

fleet to meet both the rental and sales

markets opportunities. In the US for

example, we purchased 823

motorhomes in FY21 with more

arriving in Q1 of FY22 to fulfil the

domestic rental demand and to sell

through both the retail and wholesale

channels. By selling fleet, realising

positive margins and buying new fleet,

we have also been able to keep the

average fleet age low. This has the

flow-on benefits of being able to

better manage full Repairs and

Maintenance (R&M) costs on the

rentals side, maintain flexibility in our

customer proposition, ensure a more

carbon-efficient fleet, and keep up

with technology and efficiency

improvements in vehicles.

We continue to assess each market

based on the demand patterns that

we are seeing for both rental and

vehicle sales and are investing where

appropriate to ensure we are in a

position to maximise opportunities

when they are presented, whilst

managing the balance sheet and

external risks in this volatile

environment.

Given climate change and global

megatrends, the future of our fleet has

always been front of mind. Our Future

Fleet programme was developed to

proactively respond to megatrends

such as changing customer

preferences and to manage the

climate risks to our fleet.

To date we have invested significantly

in electric RVs and prior to COVID-19,

we were aiming to ramp up progress

on the transition to an electric fleet.

However, with COVID-related

lockdowns; global constraints on

supply and logistics; and vehicle

manufacturers prioritising electric car

production, we have not made the

progress we had hoped to make.

Through Action Manufacturing, thl has

a strong track-record of international

partnerships: we were the first in

New Zealand to bring in LDV electric

chassis; working with Netherlands-

based Emoss we repowered two

Mercedes RV chassis (compliance

approvals pending); we repowered

light commercial vehicles for

Australian-based SEA Electric and

assisted in creating New Zealand’s

first intercity heavy EV truck for Alsco.

These projects are building an internal

thl capability that we believe is

essential in understanding both the

opportunities and challenges around

Future Fleet.

Vehicle Sales

Number

of

vehicles

sold

%

increase

from

previous

FY

New Zealand

Rentals and

Vehicle Sales

1,255121%

Australia

Rentals

and Vehicle

Sales

3

50266%

US Rentals

and Vehicle

Sales

1,17330%

“ Action Manufacturing is a

critical part of thl’s build-

buy-rent-sell business

model. Action is

constantly evolving as a

business with our

intuitive thinking around

design and our drive to

be at the forefront of the

market in the commercial

specialist, truck, trailer

and recreational vehicle

industry. The agility,

teamwork and excellence

demonstrated by the

team at Action is paving

the way for future growth

and exciting projects.”

For more information about Action

Manufacturing see divisional reports.

Chris Devoy

Director & CEO, Action Manufacturing

Crew Spotlight

thl introduced Telematics to its rental fleet in 2014, using the

Australian business as a pilot.

Prior to 2014, we would wish customers a safe and enjoyable holiday

as they drove out of the yard, but have no visibility of them until they

returned the vehicle at the end of their rental. Our aim in introducing

telematics to the fleet was to positively influence driver behaviour,

improve the customer experience, reduce thl costs of operating, and

to improve the safety of our customers and the communities they visit

around the country.

In Australia, reducing speed was a key focus. We learned a lot about

our customers as to what messages did and didn’t work, and we were

able to reduce speeding events by over 70%.

Thanks to Telematics, in the unlikely event of an incident, our On Road

Support team are able to locate the vehicle easily and diagnose any

engine fault codes, which has enhanced the customer experience we

provide. We’re also able to geo-fence zones that may be experiencing

dangerous natural events such as cyclones, floods and bush fires. It is

equally important to encourage customers to go back into those

impacted regions after the danger has passed to support the local

communities and tourism destinations get back on their feet.

Improved driver behaviour has led to a reduction in repairs and

maintenance costs over the life of the motorhome, and from an asset

management perspective, stocktakes are accurate and available in

real-time.

Our initiatives in this space allowed us to win the Australian Fleet

Management Association's Fleet Safety Award in 2017. In the last

financial year we launched our own Telematics solution bespoke-

designed for RV customers and our operational needs. While this

needs further development to integrate into back-end operations,

it has now been expanded to the New Zealand rentals fleet. This

new solution has enormous potential for enhanced features and

data generation to reduce repairs and maintenance and deliver

other operational efficiencies and better customer experiences.

Telematics

3

Exclusive of buyback units which

were returned in FY20

31

32thl Integrated Annual Report 2021
Future Fleet

programme

Future Fleet

technologies

Our climate, environmental and

societal risks are described in the

moving forward responsibly section

of this report, are captured in our

Enterprise Risk Framework, and are

reflected in our priority Future-Fit

product goals. How are we managing

these risks? Rather than investing in

efforts to be ‘carbon neutral’, we are

taking a considered, science-based

approach to improving our core

business – our fleet – so that we

genuinely become Future-Fit.

The challenge for thl is that this will

take some time. Currently there is a

lack of availability of cost-effective,

electric chassis that meet our

customers’ need for range. OEMs

4


(vehicle manufacturers) are focussed

on electric cars as a priority, with

short-range electric vans for last mile

delivery their next consideration. Last

off the block are the long-range

electric vehicles thl requires to provide

our customers with the independence

they expect from an RV experience.

Finally, there are the supply-chain

challenges being experienced by

businesses all over the world.

Of course, electric vehicles aren’t

always the answer, particularly in

Australia and the US with electricity

networks that still rely primarily on

fossil fuel electricity generation. All

products have an impact on the

environment. Even our 12 electric RVs

(eRVs), a much cleaner option than

internal combustion engine vehicles

as they emit no greenhouse gases,

have an impact. Electric batteries carry

risks across their value chain, from the

ethical sourcing of raw materials such

as cobalt and lithium, to the risks of

thermal runaway or greenhouse gases

generated at disposal

5

. We are

currently using only a small proportion

of repurposed materials and don’t

(yet) have product stewardship

schemes in place to take back, reuse

and recycle our products and

components as part of a circular

economy. This is something we will

be working on in FY22.

2021 has been a year of continued

information-gathering on each of the

Future Fleet prospect categories we

are exploring: EV, hydrogen and

biofuel. Our main challenge is that

within each of these prospects, the

various entities operate and develop

independently, making it difficult to

disseminate accurate and unbiased

facts.

Adding to the complexity for thl is that

RVs are a unique use of a light

commercial chassis and investment in

this category generally targets low-

range, urban use, maintaining payload

at the expense of range. RV use is also

at the lower end of potential sales

volumes, so is a secondary

consideration for many

manufacturers.

Biofuel has less long-term appeal for

thl, with the complexity of new

high-performance diesel engines

limiting opportunities for the use of

new blends of biodiesel, and

challenges around feedstock supply

(including links to food crops).

However, given industry and

Government commitments

6

biofuels

could be part of a near-term transition

to reducing carbon, so we maintain an

interest.

Hydrogen is gaining momentum in

heavy transport, and there are some

options opening up in our light

transport segment: essentially

operating as an EV with a small

battery and the use of a hydrogen

fuel cell to recharge. In some regions,

particularly where electricity is

primarily generated by fossil fuels or

where infrastructure is a challenge,

hydrogen will likely take a lead

position.

Suitable fully electric EV chassis and

van options are beginning to enter the

market, with range and cost

improvements gathering pace. As the

density and cost of batteries improves,

auto manufacturers are adding range

and increasing payload, and we are

hopeful that during CY22 we will begin

testing factory-built prototypes.

Our aim at thl is to be pioneers in the

RV and tourism space as we navigate

the journey to our Future-Fit goals.

We are actively seeking partners

with similar values to collaborate on

the transition away from Internal

Combustion Engine (ICE) vehicles. If

you’re up for the adventure, please get

in touch: info@thlsustainability.com.

4

OEM: Original Equipment Manufacturer, an organisation that makes devices from component parts bought from other organisations

5

Our Chief Responsibility Officer Juhi Shareef is Chair of the Battery Industry Group (B.I.G.) which thl has joined. B.I.G. has designed a

circular product scheme for large batteries. www.big.org.nz

6

Such as the New Zealand Biofuels Mandate for which consultation completed 26 July 2021

33

33

forward
experiences

moving

34thl Integrated Annual Report 2021

There is no better

opportunity to move our

experiences forward than

now. Adapting out of

necessity for the pandemic

needs of our customers,

but also seizing the

moment to challenge our

experiences for the better.

We have evolved for a socially distanced

world. We’re on the journey to leverage

contactless processes and are making

enhancements to our travel apps. These

will enable our customers to get on the

road more quickly and safely than ever

before, without compromising the

support needed to travel with confidence.

Our flexible booking policies give options

to those whose travel plans have been

disrupted by the pandemic, and the

“Work from Anywhere” campaign piloted

new ways to enable an increasingly

mobile workforce. Digital adoption has

accelerated in the past 12 months and the

way we work, live, and travel has likely

changed forever, reinforcing that

innovation in our product and in-trip

technology is an ongoing priority.

BE03:Natural resources

BE08:Operational encroachment

BE09:Community health

BE15:

Product communications

BE16:Product concerns

BE17:Product harm

BE18:Product GHGs

BE19:Products repurposed

Future-Fit

Break-Even

(BE) Goals

Capital inputs

to create value

35

36thl Integrated Annual Report 2021
As a responsible travel operator, we

actively promote and encourage

responsible travel through Tiaki

Promise in New Zealand and Travel

with Heart – our Responsible Travel

programme developed in the US

and rolled out in Australia this year.

Travel with Heart is designed to

help our customers enjoy a more

sustainable holiday by sharing

ideas, information, inspiration and

itineraries. This information is

available to customers not only

during the dreaming and planning

stages of their holiday, but also the

pick-up from our crew who

generously share their local tips

via our thl roadtrip app.

Our aim is to connect customers

with tourism experiences that are

restorative and regenerative for the

destinations in which they travel

and the communities whom with

they interact. We are therefore

strengthening our long-term

partnerships and developing new

partner initiatives that will help us

and our customers meet our

objectives and make progress

towards a Future-Fit society.

For many years, thl has been an

active supporter of the Indigenous

Champions programme in Australia.

This has been revitalised and

extended as Discover Aboriginal

Experiences and is a priority for us to

support. We have recently taken our

first steps with cultural capability

training to better understand how

we can walk alongside and promote

Aboriginal experiences to our

customers.

Another priority is our connection

with the Ecotourism Australia

network. thl Australia has been

Ecotourism Accredited for 10 years

and we look forward to encouraging

more customers to experience and

support these businesses around

Australia. thl continues to be a

primary sponsor of the Campervan

and Motorhome Club of Australia

(CMCA) and supports the Leave No

Trace programme to encourage

responsible camping. We invest

annually in dump points, in

partnership with the CMCA in

support of responsible travelling of

all RV holidaymakers, whether they

own their own RV or are renting for

a short time.

In support of all communities, we

actively promote safe driving and safe

journeys. Through Telematics we are

able to steer customers clear of any

dangerous weather events such as

storms or bush fires, but equally

encourage them back into those

regions when the event has passed.

We are also able to encourage safer

driver behaviour such as speeding

through this system, and equally

locate our customers quickly in the

unlikely event that they have an

on-road incident.

This has been an opportune time

to refocus on our core operational

disciplines. In our rentals business for

example, these are the capabilities that

deliver clean and well maintained

campers, and quality 24/7 On Road

Care. This has led to the re-engineering

of key processes, starting a journey

to become a paperless operation,

increased emphasis on crew training,

and redesign of fleet elements that

complicate vehicle preparation for our

crew. While the vast majority of our

customer reviews are positive, we

are never satisfied, and these changes

are part of a continued challenge to

be better.

We continue to develop possibilities for

more enriched travel experiences as

part of our Future-Fit pathway. Our

crew feel a strong responsibility for this

and are driven by the purpose of

unlocking truly authentic connections

to people, place, and culture. A few of

these stories are shared below.

Responsible Travel

programme

“ In the US we have continued

to expand Travel with Heart,

with new information

materials for all branches,

crew training, refreshed

webpages and our Travel

with Heart blog series to

provide tips, ideas and

inspiration to our customers

to reduce their impacts on

the road, where they visit,

and at home.”

Antonia Nichol

Sustainability Director

37

38thl Integrated Annual Report 2021
” As I think back over the past year, we

were faced with paramount challenges

dealing with the pandemic and our

changing business model. It was in the

panic of getting massive reservation

cancellations that we stepped back,

evaluated, and re-emerged as a

COVID-19 Support Facilitator.

Recognising our value to the health

and wellbeing of our community, we

began a massive campaign to market

our fleet for COVID-19 quarantine

space. It was amazing to see how fast

we were able to pivot and change our

focus, collaborating as one collective

team including Customer Service

Agents, Reservation Agents, Rental

Managers and Service Managers. The

pandemic served as the catalyst to join

talents between Road Bear and El

Monte to keep our business going and

in the process our engagement with

each other became seamless, working

as one team.

Our primary focus was always keeping

everyone safe. Our teams rallied and

began analysing the safety measures

needed to keep everyone safe in this

environment. We did test runs with our

crew to demonstrate the proper

procedures to minimise the potential

of exposure in our offices and vehicles.

Our crew met frequently to discuss

ideas for improving our procedures,

with the goal being everyone needed

to feel safe in coming to work. We

continued to modify and improve on

our Standard Operating Procedures

(SOPs) which evolved throughout the

process.“

Don Price

General Manager -San Francisco - El Monte RV

Crew Spotlight

One of our key lessons through the pandemic has been that

yesterday is no indicator of what may happen tomorrow! The US

RV category came to a standstill, like many other industries in the

first uncertain days of the pandemic. During this time, we did what

we could to support the community and keep our people in jobs

through rentals for quarantine camps for the homeless and other

essential duties.

The energy and intensity, professionalism and creativity of everyone in

the crew in pursuing and delivering these opportunities was rewarded

by an American Chamber of Commerce (AmCham) - DHL Express

Success & Resilience Innovation Award. This was very well-deserved

recognition of ‘success and resilience’ during the COVID-19 pandemic.

Once the summer of 2020 began in June, we experienced a huge

surge of interest, driven by exemplary public relations and influencer

marketing. With many people reluctant to stay in hotels or travel by

plane, and capacity and operating restrictions on other leisure

activities, RVs proved to be the perfect ‘COVID-free cocoon’ to take a

break in nature.

In 2020, around 85% of our renters were first-timers and the industry

as a whole benefited from new entrants with a close affinity to the RV

category. At the time of writing, we are entering the Northern

Hemisphere summer of 2021 with most Government COVID-19

restrictions removed, so other leisure categories are operating at full

capacity. As we’d expect, people are taking the opportunity to do the

things they haven’t been able to do in the previous 12 months and the

growth of new entrants to RV-ing, while still present, has slowed. With

our strong customer satisfaction ratings, we expect the 2020 summer

of the RV to have added significantly to both the long-term structural

growth in the category and to our loyal customer base.

Success and resilience in the US

Our Discover Waitomo team worked

hard to create opportunities for

domestic visitors to experience all

that Waitomo has to offer in new and

inspiring ways. The region has an

amazing variety of experiences for

New Zealanders to enjoy, and we want

to encourage visitors to return again

throughout the year. To support this,

our Waitomo team successfully

developed a growing programme of

cultural events, educational tours and

conservation activities that inspire and

draw visitors to Waitomo throughout

the year.

In the last quarter of FY21, our team

worked hard over several weeks to

prepare for the Matariki (Māori lunar

new year) celebration in Waitomo.

Working with the community, the

team developed a fantastic week-long

programme for Matariki featuring

unique tours, enriching cultural

experiences and lots of fun activities

for all the whānau (family). The

opportunity to take a night-time tour

in the Glowworm Cave, learn about

Matariki and sample kawakawa tea

and baking made for an unforgettable

experience. The week included a

cultural performance in the cave and a

series of informative talks featuring

local experts sharing Mātauranga

Māori (indigenous knowledge), on

topics such as the use of native plants

for healing and wellbeing.

A notable impact over the last year

was that the lower numbers of

domestic visitors enabled a more

intimate visitor experience in Waitomo

Glowworm and Ruakuri Caves, where

cultural heritage and individual stories

create deeper understanding and

connections for our manuhiri (visitors).

Our guiding crew, many of whom are

from the local Ruapuha Uekaha Hapū

and Mainiapoto Iwi, enhanced the

tours with a stronger focus on cultural

stories and history.

The core values of Kaitiakitanga

(guardianship, stewardship),

Manaakitanga (hospitality, generosity,

respect) and Whanaugatanga

(connection, kinship) underpin

everything we do in Waitomo. We will

continue developing opportunities for

our crew and customers to share and

build cultural knowledge and

connections, enhancing our tours and

supporting our crew to upskill and

share knowledge. We are looking to

increase our use of Te Reo and

understanding of Tikanga (Māori

customs), and we are privileged to

have team and community members

from the local hapū leading us on this

journey.

Encouraging our visitors to care for

New Zealand and embrace the Tiaki

Promise remains an important focus

of our customer experience. We

actively promote opportunities for our

customers to reduce their impact and

engage with community conservation

projects enhancing the health of the

ecosystems in Waitomo, and we host

a range of events celebrating Māori

culture.

Discover Waitomo: enhancing

our visitor experiences

Underground Sounds

At ‘Underground Sounds’, manuhiri

(visitors) were welcomed with a

pōwhiri, a tour of our Glowworm

Cave, and then enjoyed an intimate

performance by New Zealand tenor

Geoff Sewell, performed inside the

Cathedral of the Glowworm Cave.

The evening included dinner at our

stunning visitor centre accompanied

by waiata (Māori song) performed by

our crew.

Arts Month

Arts Month is an event where local

artists presented their work at the

Glowworm Cave and Homestead.

Each week of the month represented

a different life stage of the glowworm.

A Maniapoto ancestor; Tāne Tinorau

who explored the caves in 1887 was

celebrated as part of this exhibition.

Discover

Waitomo Events

“We are truly blessed to have such innovative and

creative folks within thl: we felt encouraged to face

the pandemic head on rather than shutting down

and waiting for better times.”

39

forward
business

moving

40thl Integrated Annual Report 2021

As with businesses

around the world, in FY21

uncertainty became our

new norm.

We faced several waves of disruption,

from new COVID-19 variants, to the

opening and closing of borders, to the

loss of our main Auckland branch due to

a catastrophic fire. All this has, of course,

meant we have lost money. We are clear

that it’s still a challenging time for our

business.

We are proud that our leadership and

crew have navigated this uncertainty

together and faced each challenge

head-on. We have taken stock and

grasped where our business stands

today. We have learned to adapt and

use lockdowns as times for reflection:

refocusing and improving internal

systems.

Thanks to our commitment to the

Future-Fit Business Benchmark, we

have a strong foundation to create value

for our stakeholders over the long-term

by ensuring that our operations,

products and services are

environmentally restorative, socially just

and economically inclusive.

There is clear demand for our products

and services in the market. As borders

reopen, we are well placed to seize the

exciting opportunities on the horizon.

We are confident that we can move our

business forward, together.

BE01: Renewable energy

BE02: Water use

BE05: Operational emissions

BE06: Operational GHGs

BE07: Operational waste

BE08: Operational encroachment

BE09: Community health

Future-Fit

Break-Even

(BE) Goals

Capital inputs

to create value

41

42thl Integrated Annual Report 2021
In a year that had already presented

unprecedented challenges to the

business managing through a

COVID-19 landscape, the NZ business

had to deal with a huge fire at our

main Auckland branch in September

2020. The emotional impact of

watching our workplace burn to the

ground took its toll on our crew, and

was another test of our resilience as a

team.

Incredibly, within 24 hours the crew

had set up a temporary location for

customers picking up and returning

vehicles, and a workshop facility to

accommodate our back-of-house

operations. We were operational again

and had minimal disruptions for our

customers. The search began

immediately to find a suitable facility

to call home in the interim while we

re-build our Auckland branch.

The team moved into a new facility in

December near the Auckland

International Airport which will be

home until sometime around the end

of 2023 or in 2024. The design process

is underway for what will be our

flagship branch for thl.

It is an exciting opportunity to

incorporate Future-Fit design

principles and create the branch of

the future for thl that meets all

stakeholder needs.

Throughout all the challenges we’ve

faced as a team in the past year, the

commitment, passion, and resilience

of the crew has never once faltered.

They are committed to delivering

amazing experiences to our customers

no matter what obstacles are

presented along the way. Out of the

tragedy of the fire we are now given

the opportunity to re-build something

that is bigger, better, and more

sustainable for the future of thl.

Given the number of locations we

have around the world, we are

constantly dealing with property lease

renewals and new branch or location

opportunities. The work being

conducted for the Auckland branch

renewal is flowing through to the

reviews and decision-making for all

other locations in the global network.

At present, we have four new branch

locations globally under review with

more expected over the coming year.

RV Super Centre has been through a

period of substantial growth over the

last 12 months. Fuelled by a market

that has benefited from closed

borders and low interest rates, the

sales demand experienced across the

industry has been like nothing ever

seen before in New Zealand. Our crew

have been focused on ensuring we

can meet these demand levels and

continue to deliver a high-quality

product while looking to grow our

ancillary revenue streams in our RVSC

dealerships.

Retail has seen significant growth,

both in our physical retail locations

and our online store. We are increasing

our retail footprint, leveraging our

rental spaces that are underutilised

currently, and expanding our product

offering online. The workshops have

also pivoted to private servicing,

installation of accessories, and

modification and refurbishment work,

making the RVSC the one stop

destination for everything RV in New

Zealand. This is just the start though,

and there are many more exciting

opportunities that we are accelerating

towards across all aspects of our

dealership model to continue this

growth into the future.

Relocation and reset in New Zealand Growth of RVSC in NZThe evolving role of digital technology

“ Over the last year COVID-19

has created many logistical

challenges, with sudden

border restrictions and travel

disruptions to customers such

as cancellations, and

amendments. It has been a

fast-paced learning curve with

lots of teamwork to anticipate

fleet movements ahead of

lockdowns, whilst being

adaptable and ensuring we

have fleet in the right locations

once a lockdown ends and

border restrictions are lifted.

Throughout this rapidly-

changing environment I have

been most proud of our

community of customers for

their understanding, resilience

and how they have worked

with thl to ensure we can fulfil

their holiday and keep the

journey continuing. "

Lisa Seach

Fleet Scheduling Manager (AU)

Nick Judd

Chief Financial Officer

Crew Spotlight

The past year has seen us take significant steps forward on our digital

technology roadmap. While we started the year finalising the split of

the Togo JV, the technology that had been developed within that JV

came to the fore during the year. As firstly, we launched our own

Telematics product, which will drive ongoing savings in repairs and

maintenance, customer safety and operational information and

secondly, launched the new Cosmos fleet management system in

New Zealand and Australia.

The challenge of developing a pricing, booking and fleet management

system should not be understated and it was a considerable

achievement to get this product launched. It will undoubtedly provide

a competitive advantage in the years ahead with it being developed

on the latest tech platform and bespoke for our RV rentals business.

The next stage of development will see its introduction into our US

businesses, with the consolidation into one global fleet system from

three legacy systems driving efficiencies across the business.

Like many companies, our digital evolution has not been smooth

sailing, and with the split from Togo it allowed us to revisit our digital

strategy. As a result, we have refocussed our digital product

development with an internal prioritisation first rather than external

commercialisation. This led us to change the size and location of our

Telematics product team with a smaller team leading product

development now based in Auckland.

The importance that thl and the Board continues to place on further

digital advancement is underlined by the addition of Jo Hilson to the

leadership team in the role of Chief Technology Officer to lead the next

stage of our digital evolution.

“We have had bumps in

the delivery of our digital

strategy, but at thl we

have a strong belief in the

digital products we have

developed in terms of what

they deliver today, and

even more excitingly, the

benefits they will give us

in the future.”

43

44thl Integrated Annual Report 2021
There is no doubt that ‘resilience’ was the attribute we all aspired to during 2021.

For our team in Australia, it was an increasingly evident trait in our crew as the

year of intermittent and repeated lockdowns rolled around the country. thl has

always looked up and out to the future as well as dealing with what is in front of

us. This has allowed us to respond effectively to the business environment in

which we operate. The pandemic provided no greater test of this ability.

Knowing that we were ‘all in this crisis together’, our crew pulled together as

‘One Team’. Crew were cross-trained to create an adaptive team that could

support other parts of the business and other teams around the country from

Brisbane to Perth, Darwin to Melbourne. This also meant we were able to

provide more work opportunities for more people. Everyone had a role to play,

and we continue with “One Team”. Communication was key to keep the crew up

to date with what we understood of the environment, the industry, and what we

were doing as a response.

That environment flipped quickly in favour of vehicle sales and away from

rentals. We responded by swinging our efforts behind the booming vehicle sales

side of the business. Whilst rentals demand was subdued, we stood up a

business development team to generate revenue in non-tourism industries to fill

the gap in demand. On the cost side, we scoured the profit and loss lines for

savings and were able to cancel or postpone some orders due to our already

strong supply partner relationships. The supply chain continues to be

challenging.

Resilience and skills in a fast-changing

uncertain environment

Action Manufacturing

The last 12 months have been all action at Action Manufacturing.

The team has continued to deal with the impacts of COVID-19 and disrupted

supply chains, while pursuing a wide range of opportunities and delivering

high quality design and development projects. Action Manufacturing plays

an integral role within thl’s ‘Build – Rent – Sell’ RV business model as the

primary supplier of vehicles for the New Zealand and Australian rentals

businesses.

A real highlight of the last year has been the expansion in recruits and

rebuilding of teams across all three Action sites. We have successfully

recruited over 50 new team members and are looking to on-board another

30 team members as we increase capacity to deliver our strong and growing

pipeline of orders. The new team includes 11 apprentices undertaking coach

building, heavy and light fabrication apprenticeships, two graduate

engineers and a marketing graduate. We are proud of the training and

career development pathways provided at Action and are committed to the

success of all our team members.

Another highlight is the Hamilton site nightshift programme now up and

running, with new employees for all shifts. This is increasing our productivity

and is a better utilisation of our assets. A strong pipeline of orders provides

an exciting opportunity for the team to successfully apply the design-led

thinking that is core to the DNA of Action.

Maintaining and building effective supplier relationships has been

important for addressing supply chain issues impacting the business. This

has been more important than ever this year, as the team has secured many

successful tenders with orders to design, develop and deliver a diverse range

of vehicles, including multiple new vehicle designs for St John ambulance, to

vehicles for the Police and New Zealand Defence Force.

As a business we continue to focus on our lean principles and are always

looking for ideas to implement cost savings, increase speed, help our

people, and improve quality. This year we have revitalised a number of

continuous improvement projects, including a site-wide Kanban system for

consumable items. Health and safety and our team culture is critical to our

continuing success. We are focused on team engagement from the ‘floor up’

ensuring all our team members are actively raising issues. The new

Continuous Improvement Board gives all staff the opportunity to contribute

ideas, with prizes to be won monthly, quarterly and annually. The team has

shown incredible agility, rising to new opportunities and meeting challenges

as we continue to grow as a design-led specialist vehicle manufacturing

business.

Alice Limer is an apprentice

here at Action

Manufacturing. She is

assigned to work on the

St John ambulances we

manufacture, ensuring the

finishing touches are put in

place. So, why does Alice like

being an apprentice at

Action? “I like working on

the ambulances. It is very

hands-on, and I feel like I am

doing something great for

our community, while

achieving a qualification."

45

Businesses create, preserve or erode
value for themselves and others. Our

Value Model summarises how thl

creates value for ourselves and the

wider system in which we operate.

We draw from inputs or 'stocks of

value', represented by the six capitals:

natural, manufactured, intellectual,

human, social, relationship and

financial. We then create value

through our unique business model,

which delivers outcomes. At thl we

recognise we are part of wider systems,

and that all our value creation activities

have positive or negative impacts.

Protect and enhance ecosystem health, our Future-Fit

pathway from Break-Even Goals to positive pursuits.

Addressing the climate change, environmental, natural

resource and destination impacts of our vehicles and

products. Aiming to go beyond ‘sustainability’ to

contribute to restoring and regenerating the natural

environment and sensitive ecosystems where we have an

impact, such as Waitomo.

Innovation, expertise, improving our products

experiences and impacts. RV design and delivery

expertise; providing safe, comfortable, high quality

vehicles. Working to reduce GHG emissions and

impacts of our vehicles and operations on the

environment. Technology and systems to improve

operational efficency, high quality experiences and

services for our customers and communities.

Innovation, resilience and excellence. High quality

services and products that exceed customer

expectations. Reducing negative impacts including

GHG emissions, natural resource use and on

ecosystems. Enhancing customer experiences and

contributing positively to communites and destinations.

Enabling people to develop and thrive. Diverse teams,

engaged and committed crew; curiosity, creativity and

innovation from our teams. Leadership, development and

growth opportunites. Flexible working policies, fair

employment terms, healthy and safe workplaces,

addressing any crew concerns and supporting health and

wellbeing.

Partnerships for positive impact for communities,

stakeholders and destinations. Addressing community

concerns on negative impacts of freedom camping.

Promoting responsible travel and opportunites to

authentically connect with communities and First

Nations/indigenous cultures and places through Tiaki

Promise and Travel with Heart in US and Australia.

Supplier relationships, sustainable procurement and

having a positive impact across our value chains.

Creating value for our customers, crew and

communities, shareholders and stakeholders.

Products and experiences we provide create positive

economic impacts for communities. Recognising and

addressing community concerns where negative

impacts occur.

Impact OutcomeInput

Our business

Vision

To sustainably connect millions

with personalised local

experiences, leveraging our

expertise in RVs and tourism

globally.

Right path

Future-Fit methodology and

mindset. In other words, choosing

a future that is environmentally

restorative, socially just and

economically inclusive.

Our way (thl values)

· Be the best

· We care every day

· Be curious

· Do the right thing

Build-Buy

-Rent-Sell

RV model and

delivering

tourism

experiences

Our

operating

model: the

value we add

The natural resources, energy, fuels and water used in

our RV vehicles and operations.

The high quality environments, ecosystems and

cultural values that underpin the destinations our

customers visit.

The RV fleet we build, rent and sell. Buildings and

infrastructure we lease and maintain for our

operations. The technology, process and systems to

improve our customer experiences and operational

effiency.

Expertise and innovation as the largest global RV

rental operator and in tourism operations, customer

services and creating compelling experiences.

Development of technology solutions, organisational

systems and services that support our crew and

customers.

Our crew’s skills, talent, energy and engagement.

Leadership, strong values and direction of our

Future-Fit pathway. Robust governance and

management systems for risk, health and safety and

operational performance.

Active engagement with: industry partners, tourism,

travel and transport groups/forums and regional

tourism groups and operators.

Relationships with: community, iwi/indigenous groups,

Government agencies, and local partners where we are

based, and where our products impact.

Global network of suppliers.

The revenue and value we generate and access to

funds and investment in our products, experiences,

people and the places where we operate.

Traditionally, businesses were focussed

on financial capital and 'shareholder

value' but didn't account for

externalities or their impact on other

stakeholders. More recently, businesses

have been exploring 'shared value',

where some negative impacts are

internalised, but business as usual

continues (this is business being 'less

bad'). The Future-Fit Business

Benchmark we use at thl gives us a

framework to evolve to 'system value'

in which businesses contribute to a

thriving society and help to regenerate

our environment (doing 'more good').

Learn more about how we protect the

value we create in the Enterprise Risk

Management section in this report.

– our Value Model

how thl

creates

value

thl Integrated Annual Report 20214647

A thorough organisation-wide review
of all thl 's enterprise risks has recently

been completed, and these strategic,

operational and regulatory risks have

been streamlined and migrated to a

new digital platform.

To proactively manage our risks in a

world where uncertainty is the ‘new

norm’, we have a new, executive-level

Risk & Improvement Committee (‘RIC’,

taking over from the previous

Enterprise Risk Steering Committee)

and a new operational Risk

Champions Network (‘RCN’). Board

oversight continues to be provided by

the Sustainability & Risk Committee

(‘SRC’). See Risk Governance section in

this report for more information.

RiskDetailImpactRisk controlsRelevant Capitals

– see about this report

section for more information

Health,

safety &

wellbeing

As an essential service provider in

a COVID-19 context with domestic

tourism offerings, exposes our

crew and customers to additional

health and safety risks which we

continue to proactively address.

In addition to health, safety and

wellbeing risks to our crew or

customers, if our operation was

no longer regarded as safe, we

would face major impacts on

our operating model, as well as

fines, lawsuits and significant

reputational damage.

Continue to embed health,

safety and wellbeing culture in

all parts of the business. Act on

recommendations of internal

Health & Safety Audit. Explore

alignment with ISO 45001 to

support consistent processes

and knowledge sharing across

jurisdictions and continually

improve SOPs.

Cyber

security

The risk of a cyber-security

event impacting operations and

customers remains high. Includes

external malicious activity

causing loss of key systems and

data breaches and wider risks

around digital systems failure.

There has been an increase

in f raudulent activity due to

COVID-19 and working f rom

home during lockdowns has

added additional complexity in

managing this risk.

Loss of key systems causing

operational disruption and

disruption to our customers.

Reduction in EBIT. Reputational

impact.

External cyber-security audit

completed.

Major

market

shocks,

world

recession

Major market shocks or recession

(due to pandemic, war, terrorism,

geopolitical risks etc) in key

markets impacting demand for

thl products. Pandemic risks may

reduce over time given progress

with global vaccinations, however

geopolitical risk increasing, with

increased volatility in regions.

Continued risk of new or existing

competitors disrupting market

although risk to thl is decreasing.

Significant disruption to the RV

market. Reduction in financial

profitability, travel, demand for

used and new vehicles.

Active monitoring of global trends

and economic environment. Plan

for agility and diversification in

business models, markets and

fleet. Minimise long-term fixed

costs e.g. property. Minimise

long-term commitments where

possible but plan for creating and

protecting value over long-term.

Extreme

weather

events

including

from

climate

change

Risks f rom extreme weather

events including those caused

by climate change impacting

operations remain high given

floods in NZ and Europe, extreme

weather in UK, wildfires in

Australia, US.

Operational disruption such

as from bush fires requiring

customers to be redirected using

our telematics system. Additional

compliance requirements as

increasing regulations to control

environmental impacts. Limited

recovery of international travel

after COVID-19.

Adapt business model towards

zero emissions and monitor and

adapt to climate-related events.

Our long-term key mitigation

planning is through our Future

Fleet programme, our Enterprise

Risk Management Framework

(in the process of aligning with

TCFD requirements) and the

implementation of the Future-

Fit methodology across all our

operations.

– our Enterprise Risk

Management Framework

RiskDetailImpactRisk controlsRelevant Capitals

– see about this report

section for more information

Megatrends

in tourism

Risks f rom megatrends in

tourism remain high. These

include changing customer

expectations leading to

changing travel patterns

(short-term restrictions and

long-term trends). Risk of losing

social licence to operate f rom

communities unwilling to accept

impact of customer journeys

remains high.

Reduction in inbound tourism

reduces demand, affecting

profit and ROFE. External factors

increase the cost of air travel.

Potential reputational impact.

Maintain influence in core market,

develop new markets, source

alternative revenue opportunities

and continue to engage

with tourism bodies. Monitor

economic/external environment.

Manage balance sheet ratios, flex

fleet. Drive and communicate

sustainability progress to meet/

anticipate customer expectations.

Supply

chain

disruption

Ongoing disruption to supply

chains leading to e.g. increase

in cost of vehicle buy/build and

maintenance costs etc. Risk

remains high across all regions

but is increasing in intensity in

the US.

Impact on delivery for customers

affecting profitability. Potential

reputational impact.

Maintain multiple suppliers.

Reschedule sale of vehicles.

Regular fleet meetings, build

documents kept live. Monthly

meetings to monitor production

and imports. Flex staff numbers.

Regular engagement with

suppliers.

Regulatory

and legal

compliance

In a fast-changing regulatory

landscape, the risk of

misinterpretation of regulation

and non-compliance remains

high.

Reputational, legal and financial

impacts, e.g. exposure to

litigation.

Daily monitoring of legal policy

and compliance changes to

ensure that our operations

continue to comply. Examples

of these policy changes are

definition of essential services,

work f rom home orders and

mandates around certain PPE.

Product

Lack of cost-effective long-range

product options which can

materially reduce greenhouse

gases (GHGs) and are able to

deliver customer proposition.

Risk remains high but anticipate

risk will decrease as key OEMs

signaling an increase in supply of

suitable EV chassis. Technological

and obsolescence risks f rom

changing fuel and vehicle

technologies remain high.

Loss of demand, reputational

impact. Ongoing product harm

caused through GHG emissions.

Financial impact.

Delivery of the Future Fleet

programme (under way):

mapping key stakeholders

for EVs, biofuels, hybrids and

hydrogen vehicles; identifying

and tracking tipping points for

each technology; identifying

and engaging suitable partners

in each region; investing in pilot

projects/prototypes; participating

in industry groups such as Low

Emission Vehicles (LEV), Transport

Emissions Knowledge Hub

(TEKH); making submissions on

transport industry papers.

Workforce

Labour supply, recruitment and

retention, wellbeing, wage rates

in a COVID-19 context. Labour

supply risk is high and increasing.

Retention risk remains high,

especially in a NZ context given

the closed border and record low

unemployment rate.

Lack of labour supply impacts

ability to deliver to customers and

profitability. Impact on existing

crew wellbeing.

Staged process to raise wages to

thl Future-Fit wage.

protecting

the value

we create

Natural

capital

Intellectual

capital

Social and

relationship capital

Manufactured

capital

Human


capital

Financial

capital

Our focus in the coming financial year

will be not simply on risk, but also

opportunities for improvement across

the business. Below are the key short,

medium and long-term strategic risks

and ‘Front and Centre’ operational

risks as agreed by the RIC.

48thl Integrated Annual Report 202149

will continue to assess whether to
reduce fleet and return funds to

the group. Reducing the capital

exposure and operating losses

is balanced with the value of

retaining optionality to grow the

business back at an appropriate

pace once borders open. We

expect the New Zealand business

to reduce the funds employed

further in the FY22 year.

The New Zealand Rentals & Sales

business has generally contributed

over 50% of thl’s pre-pandemic

EBIT performance and as such it

is important for thl to retain the

ability to regrow the business as

the international market returns.

The most significant external

factor for the business’s FY22

performance will be the extent

of Trans-Tasman travel for the H2

summer season. Prior to the

suspension of Trans-Tasman travel,

the business was experiencing

positive forward booking

indications with up to 40% of

new bookings originating from

Australia.

The business will continue to

capitalise on the current sales

market by driving vehicle sales,

and has purchased new vehicles

that will be delivered during

FY22. Vehicle sales quantities

are expected to return closer

to historical norms due to

stock levels.

Future-Fit progress

A Future-Fit Benchmark workshop

was held with the New Zealand

Rentals lead team to prioritise

Future-Fit goals and to inform

Branch Action Plans and

improvement projects. Action

Plans for each branch are in

development. Goals reviewed

included: GHG emissions, waste,

water and renewable energy and

community and ecosystem health.

Planning work for the new

Auckland branch is under way

with a focus on Future-Fit Goals.

While the business saw some

activity originating from New

Zealand following the opening

of Trans-Tasman travel, more

generally the Australian business

does not stand to benefit as much

as the New Zealand business in an

open Trans-Tasman travel

environment, given the relative

size of the domestic populations.

A key factor for the business’s

performance in FY22 will be the

extent to which all domestic

borders are open for travel across

the financial year. While the peak

summer season will be important,

relative to New Zealand the

customer demand in Australia is

more consistent across the year.

Given the positive domestic activity

the business has experienced in

the second half of FY21, the

business will focus on retaining a

similar pricing approach. The

long-term benefit is expected to

improve low and shoulder seasons.

Future-Fit progress

Australian Rentals Future-Fit

Branch Action Plans have been

developed. Monthly sprints with

Branch Managers focussing on

energy, water, waste and emissions

have been completed, and our

community contribution sprint is

ongoing. Targets have been set

and improvement projects are

underway. In FY21, we extended

our Travel with Heart Responsible

Travel programme to Australia,

launched a Sustainable

Procurement pilot and started

reviewing options for renewable

energy at our branches.

The FY21 EBIT was a loss of $14.7M,

compared to $30.2M profit in the

pcp. The focus on vehicle sales

through the Great New Zealand

Motorhome Sale led to a vehicle

sales revenue result of $100.9M

from 1,255 vehicles sold, reflecting

in excess of 100% growth on the

pcp revenue of $45.9M.

The New Zealand business has

historically had over 90% of its

rentals customers come from

international markets. With a fleet

size at the start of the year of 2,532

and international borders closed,

the business was unable to

increase domestic business or

reduce costs to offset the loss of

international business.

Notwithstanding these challenges,

at an EBITDA level the business

did break-even and contributed

significant operating cash flow.

With the shift to focus on vehicle

sales, over the financial year the

business has reduced its fleet size

to 1,547 vehicles and reduced its

funds employed from $152M to

$100M. Margins on vehiclFe sales

continued to improve over the

year with the average margin in

FY21 exceeding the pcp by 49%.

There has been an intentional

focus on growing the domestic-

focused revenue streams,

including retail accessory sales

and servicing or repair work for

private customers. Across these

areas, the business achieved

revenue growth of over 50% and

on a combined basis these

business units now deliver over

$5M in revenue. The business has

been able to use the focus on

domestic revenue opportunities

to leverage underutilised branch

capacity and labour for these

growing sub-business units. Fixed

costs have been leveraged with

immaterial capital outlay for stock

and equipment.

The New Zealand business is

expected to continue to incur

losses whilst international borders

remain substantially closed. Under

these circumstances the business

The Australian business delivered a

positive EBIT result of AUD$0.2M.

Albeit small, the result is a

commendable achievement in the

operating environment that

included numerous lockdowns

across the financial year.

As mentioned in previous

guidance, there is confidence in

the ability of this business to be

profitable in a domestic-only

environment, provided there are

no domestic travel restrictions.

The business had a record EBIT

result compared to all previous

May months. Compared to the

New Zealand business, there is a

more favourable relativity

between fleet size to the domestic

population. Additionally, the

Australian market has many

distinct RV travel destinations,

supporting returning domestic

customers.

The Australian business also

delivered a record vehicle sales

year, with vehicle sales revenue up

on the pcp by 82% to AUD$28.9M.

Average sales margins across the

year increased by 26%. As with

vehicle sales in the other business

jurisdictions, over the long-term we

expect margins to return to the

historical norm as the business

starts to sell fleet purchased under

the current conditions with cost

inflation.

Across thl we have taken the

opportunity of a new demand

environment and no historical

trends to create a new model of

pricing, with a deep review of

customer elasticity.

During the second half of FY21, the

Australian business commenced

implementing these new strategies

and achieved total average yields

well in excess of previous norms.

Whilst pricing will always reflect

both demand and supply, the

lessons from these alternative

pricing strategies, based on

consumer elasticity by market and

booking time, provide a positive

outlook once interstate travel

restrictions are lifted.

Rental revenue (FY21)

$31.1M

$91.6M (FY20)

Rental revenue (FY21)

$32.2M

$54.7M (FY20)

(AUD)

EBITDA (FY21)

$3.7M

$52.6M (FY20)

EBITDA (FY21)

$13.8M

$24.6M (FY20)

EBIT (FY21)

-$14.7M

$30.2M (FY20)

EBIT (FY21)

$0.2M

$8.3M (FY20)

Vehicle sales revenue (FY21)

$100.9M

$45.9M (FY20)

Vehicle sales revenue (FY21)

$28.9M

$15.9M (FY20)

Rentals & Sales New Zealand

– A challenging market context

Rentals & Sales Australia

– A healthy domestic business

divisional reports

(NZD)

thl Integrated Annual Report 20215051

Following a strong domestic rental
demand environment in FY21, the

business experienced a reduction

in rental demand over the CY21

summer season relative to the last

season. The trend is partly due to

the re-opening of other leisure

activities within the US (a reversal

of some of the growth described in

the opening paragraph above) and

the opening of international

tourism from the US into a number

of other countries (whilst flows of

international tourists into the US

has not yet commenced). This

trend has meant that the rental

performance has been lower than

earlier expectations and the pcp.

Future-Fit progress

All Road Bear and El Monte RV

branches reviewed the impact of

their completed Year One Action

Plans. Updated Action Plans have

been put in place for all branches

with new targets for each focus

area: energy, water, waste,

emissions and community

contribution. High-impact priority

projects have been identified and

improvement projects are under

way. We continued to expand the

US Travel with Heart Responsible

Travel programme to promote and

encourage responsible RV travel,

water conservation and protecting

special places. We provided new

online content and in-store

information for customers,

and refresher training for

customer teams.

For FY22, Action is investing in all

of these factors. Numerous

initiatives are underway to ensure

the business is operating in an

efficient manner and maximising

utilisation of assets, including the

re-introduction of a nightshift

programme at the Hamilton

manufacturing site.

The refrigerated truck and trailer

body manufacturing segment of

the business, Fairfax Industries,

has also seen a positive recovery in

activity as businesses catch up on

capital expenditure that was

delayed in the midst of the

COVID-19 pandemic. The transport

market, which has been a unique

market that in some ways

benefited from the pandemic, is

expected to continue to grow,

supplemented by the increasing

demand for last-mile delivery

services. There are currently low

stock levels more broadly across

the sector, which is supporting a

strong forward book for the

business.

While Action, across all of its

segments, has been experiencing

supply chain challenges like many,

these are being managed well by

the Action team through good

stock management and

leveraging long-term relationships

with suppliers.

The outlook for this business is

positive from both a motorhome

and commercial perspective, as

the business continues to win new

work in the commercial space

while thl also ramps up its

Australasian fleet requirements for

the return of international tourism.

The business is also exploring

various growth acquisition

opportunities to supplement its

core commercial elements.

Future-Fit progress

While Action is at the start of their

Future-Fit journey, they have been

undertaking sustainability

initiatives for several years

including waste reduction,

recycling and exploring circular

economy models for their

products. The crew at Action

Manufacturing dedicate time each

day to consider how to support

Papatūānuku (the land: a powerful

Māori earth mother figure) by

making improvements to help the

environment.

The US business delivered an FY21

EBIT of USD$9.5M, exceeding its

FY20 EBIT by approximately

USD$2.5M. The US business

benefited from the ‘Year of the RV’

and capitalised on favourable

conditions as average yields in the

domestic rentals market exceeded

those in the international rentals

market, and there were generally

fewer inter and intra-state travel

restrictions compared with other

markets. Additionally, RVs were

seen as a safe form of contained

personal travel, aptly described by

one media outlet as a ‘COVID-free

cocoon’. The demand for outdoor

travel surged as other traditional

forms of tourism (such as airlines,

theme parks and cruises) were

closed or deemed too risky from a

COVID-19 infection risk perspective.

While vehicle sales revenue only

increased by 21% on the pcp, the

contribution of the vehicle sales

business to the overall profitability

far exceeded that due to the

strong margins on sale.

During the last quarter of the

financial year, the business

focused sales efforts on the retail

channel to maximise sales margins

while retaining an appropriate

sized rental fleet for the summer

season, given the increasing risks

of supply chain delays. This proved

to be successful, with average

sales margins in FY21 exceeding

the pcp by 73%. The strong vehicle

sales market has continued into

FY22 and we expect it to do so

for the remainder of CY21 at a

minimum. Similar to other

markets, we expect that sales

margins will return to a more

normal level at some point

in FY22 or FY23.

thl acquired the remaining 50%

interest in Action Manufacturing

(Action) effective from 1 March

2021. In this divisional review we

refer to Action’s FY21 and pcp

results on a 100% ownership basis,

and inclusive of intercompany

vehicle sales and revenue profits

that are eliminated at a group level

in the statutory accounts, to give

insight into the Action business’s

standalone performance. Refer

to the financial statements for

further detail on the financial

performance of Action from a thl

group perspective.

Action delivered an EBIT of $0.9M

in FY21, down $2.7M on the pcp.

Sales revenue was down 32% to

$43.7M, primarily due to the loss of

motorhome income as thl focused

on reducing fleet in New Zealand

and Australia. The profitable result

is a commendable achievement

and validates that Action’s

strategic diversification beyond

motorhome rentals over the last

several years was the right thing

to do.

The Action business has been

successfully focusing on growing

its non-motorhome business for

several years. Through its expert

design capabilities and agile

approach to business, Action has

won a number of tenders across

both public and private sectors in

the last 12 months. The public

sector work, primarily involving

vehicles for essential services,

is by its nature, less cyclical and

provides a natural counterbalance

to the motorhome side of the

business. Following the significant

restructuring at the Albany

(motorhome) branch in early

2020, the business has now

recommenced the RV

manufacturing lines in that branch

for the thl rentals divisions, as thl

starts to reinvest to replace some

of the high volumes of fleet sold

during the financial year.

To meet the demand from both

the motorhome and commercial

aspects of the business, Action has

been on a strong recruitment

drive, bringing on 58 new

employees in recent months.

At a simple level, growth of a

manufacturing business requires

an increase in labour hours, an

increase in machinery and/or an

increase in efficiency.

Rental revenue (FY21)

$38.4M

$49.5M (FY20)

Revenue (FY21)

$43.7M

$64.1M (FY20)

(NZD)

Results from


Action Manufacturing

on a 100% ownership basis

as a standalone entity

(USD)

EBITDA (FY21)

$17.6M

$19.9M (FY20)

EBIT (FY21)

$9.5M

$7.0M (FY20)

EBIT (FY21)

$0.9M

$3.6M (FY20)

Vehicle sales revenue (FY21)

$62.1M

$51.2M (FY20)

Rentals & Sales US

– The standout performer in FY21

Action Manufacturing

– Prepared for the next stage of growth

thl Integrated Annual Report 20215253

The New Zealand tourism division
had an EBIT loss of $0.6M, down

$4.6M on the pcp. Operating costs

were strongly managed in order to

mitigate the impact from an 82%

decline in revenue from $30.7M in

the pcp to $5.4M in FY21.

Discover Waitomo has remained

operational with the support of

funding from the Strategic Tourism

Asset Protection Programme

(STAPP) across FY21. In total, the

business has recognised

approximately $1.7M of grant

funding under the STAPP. This

funding directly went to

maintaining jobs in the business.

thl ultimately decided not to take

up the offer of a $2M loan.

The business has, in partnership

with the Department of

Conservation (DOC), successfully

operated the first Kaimahi for

Nature programme through the

Jobs for Nature Government

initiative, where thl’s crew work in

conservation in addition to their

primary tourism role with thl to top

up their hours to full-time. The full

Kaimahi for Nature story is detailed

in this report. Under the Kaimahi

for Nature programme, in CY21 the

business will pass through $500k

which will fund the wages of

crew whilst they are undertaking

conservation work. The programme

has recently been extended for

CY22.

Demand generation has been

driven hard over the year. New

initiatives and events including

Arts Month and a concert in the

Glowworm Caves have been

implemented by the team to give

New Zealanders a reason to come

to the region, even if they have

already seen the caves.

The business and community,

together with Government support,

pushed hard to bring economic

activity to the region and to

support the locality.

In a normal environment with

international tourism, the New

Zealand Tourism businesses deliver

strong cash returns and require

minimal capital investment.

Historically, the EBIT margin for the

businesses has sat between 25 to

30%, well in excess of thl’s other

business segments. Whilst the

current conditions have been

challenging, the business is

prepared for the recovery, with the

Waitomo Homestead Cabin

facilities having recently been

completed. The facilities are now

set up with new two-bed, four-bed

and family cabins, in addition to the

restaurant/bar and conference

facilities.

Similar to the New Zealand Rentals

business, given the reliance of

Discover Waitomo on international

tourism, it is expected that it will

continue to remain in a loss-making

position in a domestic-only

environment. Should the operating

environment remain unchanged

(i.e. no meaningful Trans-Tasman

travel), the business will likely have

a greater loss in FY22, given that it

no longer has funding under the

S TA PP.

There is confidence that this

business will ultimately return in a

positive manner and thl is focused

on ensuring it is a model for

regenerative tourism in New

Zealand and for the benefit of all

stakeholders. The EBIT margins

achievable in this business are

significant and we remain confident

the business will deliver strong

financial results in the future.

New Zealand Tourism

– Doing good things in the domestic environment

Revenue (FY21)

$5.4M

$30.7M (FY20)

EBIT (FY21)

-$0.6M

$3.9M (FY20)*

Kiwi Experience remained largely

hibernated across the financial year

but has recently started operating

a small number of group tours, as

that product is more suited to the

domestic environment. It is

expected the business will remain

in hibernation until there is greater

certainty around the return of

international tourism to New

Zealand.

Future-Fit progress

Discover Waitomo continues to be

deeply committed to sustainability

through their values of

Kaitiakitanga, Manaakitanga and

Whanaungatanga. As kaitiaki

(guardians) of a unique ‘cave and

karst’ landscape including

glowworms, our care is world-

leading and delivers on the

New Zealand responsible travel

Tiaki Promise by:

• Planting and fencing to exclude

livestock, enhancing the Waitomo

catchment and its awa (rivers)

• Partnering with DOC in pest

eradication, benefitting

biodiversity

• Helping manuhiri (visitors) reduce

their carbon footprint, by offering

souvenirs 'good for a lifetime'

• Eliminating single use plastics

and reducing waste generation

• Educating manuhiri on all of the

above and making their visit to

New Zealand safe and

memorable.

A Future-Fit Benchmark workshop

was held with the Discover Waitomo

lead team to prioritise Future-Fit

goals including: GHG emissions,

waste, water and renewable energy

and community and ecosystem

health. Planning for improvement

projects is under way.

(NZD)

Our RVs are not just

used by our customers,

we’re also proud to have

them used by charities

and community groups

such as the Graeme

Dingle Foundation.

" Thank you again for

thl’s continued

support of our

programmes and the

work you have done.

Our work would be

much more difficult

without it."

The Graeme Dingle

Foundation

*The FY20 result is inclusive of the $3.1M write-down of goodwill for Kiwi Experience

thl Integrated Annual Report 20215455

Results from Just go on a
49% ownership basis

Results from triptech on


a 60% ownership basis

exceeding expectations for the

first quarter of FY22.

The business was supported by

various Government COVID-19

related schemes which enabled

the retention of crew. The

business continues to have some

Government support in FY22,

however this comes to an end at

the start of October 2021.

Just go has been facing the same

supply chain uncertainties that

have been experienced globally.

Their Board is closely managing

the situation and leveraging

relationships with key supplier

partners. Positively, the CY21 fleet

has recently arrived in the UK.

Despite the recent opening of

various international destinations

to travellers from the UK, the

requirement for PCR testing (and

the associated costs), as well as

the uncertainty of potential

enforced isolation in a foreign

country, are expected to continue

to support the domestic rental

market in Q1 FY22.

With it appearing more likely that

the operating environment will

be impacted by COVID-19 for an

extended period, a further review

of costs was undertaken at

the back end of the FY21.

This resulted in a meaningful

reduction in operating costs

going forward. Positively, almost

all of triptech’s data and app

subscriptions have been renewed

through the key renewal period

in June and July 2021 and there is

a strong pipeline of opportunity

in both additional white labels of

the CamperMate app and the

app subscriptions, which will

support the growth of additional

recurring revenue.

In June 2021, the CEO Nick Baker

departed for a new role within

the industry. Matt Johnson,

previously the CFO, has now

stepped into an acting COO role,

reporting to the triptech Board.

thl’s share of Just go’s NPAT was

$759k, up by approximately $1.1M

from the loss in the pcp. The result

is a significant achievement

considering that during FY21, the

UK had 5.5 months of enforced

closure with no non-essential travel

permitted.

The Just go crew provided

significant support to the business

in challenging circumstances, not

only operating in a COVID-19

environment throughout the year

but also addressing the challenges

posed by Brexit on the normal

factory collection process from Italy.

Just go has experienced the

positive trend in vehicle sales

that has been seen in thl’s other

markets, with the number of

vehicles sold in the UK retail

channel exceeding the pcp by

over 300% and strong margins

maintained. This trend has

continued into the early part of

FY22. While the rentals aspect of

the business suffered in FY21 due

to the enforced closures, there

has been positive pent-up demand

in the second half of the CY21

summer, with the business already

The start of the financial year saw

Discovery Parks exit as a

shareholder of triptech, with their

shares being transferred to thl and

GTR Ventures (an entity associated

with Gerry Ryan of Jayco). This

increased thl’s total shareholding

to 60%.

As with all of thl’s businesses, the

demand profile for triptech’s

products has changed significantly

with borders being closed. The

business has been focused on

retaining its customer base, many

of whom have also been impacted

by the loss of international tourists.

The business equally has sought to

align its cost base to the changed

conditions.

Equity investments

triptech

7

Just go

As a result, the business made

some changes in structure,

reducing the overall team

responsible for Telematics, and

shifted management of the

product into the New Zealand and

Australian rentals businesses in

order to create greater alignment

between product development

and operations. This change is

expected to deliver benefits in

operational costs, business

efficiencies and enhanced

customer experience.

Each of the Mighway and

SHAREaCAMPER businesses

continue to operate in the New

Zealand market (SHAREaCAMPER

is also established in Australia).

Following the strategic review, the

businesses have implemented

actions to realise greater synergies

between the two operations.

While conditions remain

challenging with borders closed,

there are further growth

opportunities in the short-term

and it is expected that the P2P

market will recover with pace as

international demand returns.

In August 2021, Jo Hilson joined

the thl Executive team as Chief

Technology Officer. Jo will be

leading the integration of thl

digital and thl’s IT operations

teams and will have responsibility

for all business units under the thl

digital brand going forward.

The thl digital business unit

undertook a strategic review in

early CY21 to assess the various

future pathways for each of the

business units within the digital

portfolio. thl has since

implemented a number of the

actions and changes identified in

the review. The review positions

the business and thl’s digital

strategy into an Australasian focus

with greater alignment with thl’s

core RV rentals businesses, as was

intended following the managed

exit from Togo Group in March

2020.

The completion of Cosmos, our

new pricing, booking and fleet

management system, which was

rolled out to the New Zealand and

Australian rentals businesses was

a significant milestone for both thl

digital and the rentals businesses.

The new system is expected to

help drive higher utilisation

through more accurate fleet

management, a better customer

booking experience, stronger

pricing controls and flexibility to

continue development in a

bespoke manner that provides

competitive advantage to thl.

Scoping of the additional features

required to launch the system in

our US business is underway.

With a changing customer profile

while borders remained closed,

the business paused spend on

customer Wi-Fi plans and

undertook a review of current and

future customer needs, alongside

the aims of thl’s Telematics

product offering.

thl digital

– A leaner Australasian-focused division

7

Investment in Outdoria Pty Limited

(NZD)

(NZD)

NPAT (FY21)

NPAT (FY21)

-$1.2M

$759K

-$376K (FY20)

thl Integrated Annual Report 20215657

thl at a glance
Australia

Melbourne, Sydney, Brisbane, Cairns,

Darwin, Broome, Alice Springs, Perth,

Adelaide, Hobart

New Zealand

Auckland, Waitomo, Hamilton,

Wellington, Christchurch, Queenstown

Equity Investments

London, Edinburgh

Sydney

employeesemployeesemployees

~130~680~300

kilometres

travelled

kilometres

travelled

kilometres

travelled

Franchised operations in Japan and Southern Af rica

45 million131 million

43 million

fleet sizefleet sizefleet size

1,2081,5471,487

~53,000~185,000~78,000

Outdoria Group

Outdoria Group

customer

experiences

delivered

customer

experiences

delivered

customer

experiences

delivered

Note: Employee and fleet size numbers as of 30 June 2021

US

Los Angeles, San Francisco, San Bernadino,

Newport Beach, Van Nuys, Corona, Victorville,

Sacramento, Santa Cruz, San Diego, Las Vegas,

Reno, Seattle, Ferndale, Denver, Orlando,

Miami, New Jersey-New York, Dallas,

Salt Lake City, Baltimore

thl Integrated Annual Report 20215859

Climate change is
considered a high

strategic risk for thl and

we recognise that our

diesel and petrol RVs

create pollution and

contribute to climate

change. We manage this

risk through our Future

Fleet programme,

described in this report,

but we are still early on

our journey.

Being a Future-Fit business means we

are committed to managing,

minimising and ultimately eliminating

our Greenhouse Gas emissions (GHG).

COVID-19 had a profound impact on

our operational emissions in FY20 and

continued to impact our emissions in

FY21. In FY21, group-wide emissions

across all business units fell by 24%

from the pcp, with a total decrease of

41% against our updated baseline year

of FY19.

Given the ongoing impact of COVID-19,

customer journey emissions have

continued to be reported separately.

We have seen a 13% reduction in

customer journey emissions on FY20.

Our FY21 carbon footprint has been

independently verified by McHugh &

Shaw. It is considered consistent with

the mandatory requirements of ISO

14064-1:2018 with a 5% materiality

threshold, Limited Assurance.

• Scope 1 – Transport fuel used in our

company cars, fuel used at our sites

(LPG, natural gas, diesel) and

customer journeys which are in

Scope 1 but are reported separately.

• Scope 2 – Emissions associated with

purchased electricity.

• Scope 3 – Diesel used in leased Kiwi

Experience coaches and fuel used

by staff commuting to work; air and

taxi travel; waste sent to landfill;

motorhome maintenance materials

(replacement tyres, batteries and

water). Note: Operational carbon

footprint excludes customer journey

emissions.

Our FY22 carbon footprint will be

published in our next Integrated

Report with an overview of our

Climate and Carbon Strategy which

includes:

• Reporting on our climate risks and

opportunities aligned with TCFD

requirements;

• Our full GHG inventory (including

comprehensive Scope 3);

• The setting of a Science Based

Target aligned with 1.5

o

global

warming; and

• Decarbonisation pathways.

Our operational carbon

footprint includes:

Our footprint data for

FY19, FY20 and FY21 has

been restated as we now

have 100% ownership of

Action Manufacturing

and have moved to

carbon reporting

software with updated

carbon coefficients.

The decarbonisation pathways we set

will be based on robust carbon

scenarios developed for each country

of operation (New Zealand, Australia

and the US) and will respond to the

variation in: grid mixes; availability of

suitable technologies; and

Government and state-level policies.

The scope of these scenarios will

broaden over time.

FY21 carbon

footprint analysis

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

1770

New Zealand

1194

Australia

1711

US

43

Joint ventures

4696

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Operational GHG Emissions /

Carbon Footprint FY21*

(tonnes COe)

37%

36%

26%

1%

Group-wide Operational GHG Emissions year-on-year*

(tonnes COe)

171011941749

237315722634

37%

New Zealand

40%

35%

4696

Total GHG

emissions

(tonnes CO

2

e)

6600

7924

26%

Australia

24%

25%

1%

Joint

ventures

0%

1%

36%

US

36%

39%

923

Total tonnes COe

Group-wide Operational GHG Emissions by Scope FY21*

(tonnes COe)

Scope 1 = 20%

1272

Scope 2 = 27%

2500

Scope 3 = 53%

21

3909

22

496

202

9

37

Headquarters

GHG Emissions by Business Unit FY21*

(tonnes COe)

83%

11%

4%

0.5%

Group-wide GHG Emissions by Emission Source FY21*

(tonnes COe)

8%

13%

50%

25%

2128

Transport & Stationary Fuels

1277

Electricity

444

Waste

0

Taxi Use

61

Air Travel

786

Materials

1%

0%

*excluding customer journeys

11995

New Zealand

13001

Australia

28636

US

53632

Total GHG

emissions

(tonnes CO

2

e)

Group-wide Customer Journey GHG Emissions FY21

(tonnes COe)

54%

24%

22%

1%

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

*excluding customer journeys

43

21

310819792793

44

24% decrease on FY20

despite the inclusion of

Action Manufacturing

13% decrease on FY20

4696

Total GHG

emissions

(tonnes CO

2

e)

thl Digital

Self Drive Experiences

(NZ/AU/US)

Just go (JV)

Action Manufacturing

Discover Waitomo

Kiwi Experience

4696

Total GHG

emissions

(tonnes CO

2

e)

FY21

FY20

FY19

NOTE: JV figures include thl digital as per previous years. From FY22 this will be

captured in New Zealand.

thl Integrated Annual Report 20216061

Break-Even Goals that every
business must strive to reach

Properties of a Future-Fit SocietyAlignment with the Sustainable Development Goals

Future-Fit and the UN Sustainable

Development Goals

BE01: Energy is from renewable sources

BE02: Water use is environmentally responsible and

socially equitable

BE03: Natural resources are managed to respect the welfare

of ecosystems, people and animals

BE05: Operational emissions do not harm people or

the environment

BE18: Products emit no greenhouse gases

BE17: Products do not harm people or the environment

BE07: Operational waste is eliminated

BE19: Products can be repurposed

BE08: Operations do not encroach on ecosystems

or communities

BE09: Community health is safeguarded

BE12: Employees are subject to fair employment terms

BE13: Employees are not subject to discrimination

BE14: Employee concerns are actively solicited, impartially

judged and transparently addressed

BE15: Product communications are honest, ethical, and

promote responsible use

BE16: Product concerns are actively solicited, impartially

judged and transparently addressed

B

E04: Procurement safeguards the pursuit of future-fitness

BE23: Financial assets safeguard the pursuit of future-fitness

BE22: Lobbying and advocacy safeguard the pursuit of

future-fitness

BE21: The right tax is paid in the right place at the right time

BE20: Business is conducted ethically

Energy is renewable and available to all

Water is responsibly sourced and

available to all

Natural resources are managed to safeguard

ecosystems, communities and animals

The environment is free from pollution

Waste does not exist

Our physical presence protects the

health of ecosystems and communities

People have the capacity and

opportunity to lead fulfilling lives

Social norms, global governance and

economic growth drive the pursuit of

future-fitness

thl Integrated Annual Report 20216263

6465thl Integrated Annual Report 2021
thl seeks to ensure the market has

the information it needs, in a form

that is useful for investors, creditors,

insurers and other users of annual

reports, to allocate investments

in a way that contributes to a low-

emissions, climate-resilient economy.

In order to do this, thl will voluntarily

disclose climate-related financial risks

and opportunities, in alignment with

TCFD recommendations in the FY22

Integrated Report.

The Directors of Tourism Holdings Limited (thl) are pleased

to present to shareholders, the Annual Financial Statements

for thl and its controlled entities (together the ‘Group’) for the

year to 30 June 2021.

The Directors are responsible for presenting financial

statements in accordance with New Zealand law and

generally accepted accounting practice, which present fairly,

in all material respects, the financial position of the Group as

at 30 June 2021 and the results of the Group’s operations and

cash flows for the year ended on that date.

The Directors consider the financial statements of the Group

have been prepared using accounting policies which have

been consistently applied and supported by reasonable

judgements and estimates and that all relevant financial

reporting and accounting standards have been followed.

The Directors believe that proper accounting records have

been kept which enable, with reasonable accuracy, the

determination of the financial position of the Group and

facilitate compliance of the financial statements with the

Financial Markets Conduct Act 2013.

The Directors consider that they have taken adequate steps

to safeguard the assets of the Group, and to prevent and

detect f raud and other irregularities.

Internal control procedures are also considered to be sufficient

to provide a reasonable assurance as to the integrity and

reliability of the financial statements.

This document constitutes the 2021 Annual Report

to Shareholders of Tourism Holdings Limited.

This Annual Report is signed on behalf of the Board by:

Rob Campbell Rob Hamilton

Chair

25 August 2021

Directors’

statement

Chair of the Audit Committee

65 Directors’ statement

66 Consolidated income

statement

67 Consolidated statement

of comprehensive income

68 Consolidated statement

of changes in equity

69 Consolidated statement

of financial position

70 Consolidated statement

of cash flows

71 Notes to the consolidated

financial statements

122 Independent auditor’s report

129 Corporate governance

146 Board of Directors

147 Corporate information

financial

statements

NOTES
2021

$000’S

2020

$000’s

Sales of services

2130,033257,437

Sales of goods

2229,140 143,493

Total revenue

359,173400,930

Cost of sales

2 (186,033)(125,502)

Gross profit

173,140275,428

Administration expenses

4, 5

(37,861)(44,212)

Operating expenses

4, 5(150,000)(185,685)

Other income

36,4603,080

Operating (loss)/profit before financing costs*

(8,261)48,611

Finance income

641427

Finance expenses

7(10,888)(13,369)

Net finance costs

(10,847)(12,942)

Share of profit/(loss) from associates

20718(376)

Share of profit/(loss) from joint ventures

1918(9,151)

(Loss)/profit before tax

(18,372)26,142

Income tax benefit

83,8581,214

(Loss)/profit for the year

(14,514)27,356

(Loss)/profit is attributable to:

Non-controlling interests

20(839)-

Equity Holders of the parent

(13,675)27,356

(Loss)/profit for the year

(14,514)27,356

(Loss)/earnings per share from profit for the year attributable to the

equity holders of the company

9

Basic (loss)/earnings per share (in cents)

(9.2)18.6

Diluted(loss)/earnings per share (in cents)

(9.1)18.6

* The consolidated income statement includes one non-GAAP measure (that is, operating profit before financing costs or “EBIT”) which is not a

defined term in New Zealand International Financial Reporting Standards (NZ IFRS). The Directors and management believe that this non-GAAP

financial measure provides useful information to assist readers in understanding the Group’s financial performance. This measure should not

be viewed in isolation and is intended to supplement the NZ GAAP measures and therefore may not be comparable to similarly titled amounts

reported by other companies

NOTES

2021

$000’S

2020

$000’s

(Loss)/profit for the year

(14,514)27,356

Other comprehensive losses

Items that may be reclassified subsequently to profit or loss

Foreign currency translation reserve movement (net of tax)

24(8,929)(2,624)

Cash flow hedge reserve movement (net of tax)

323,078(2,212)

Other comprehensive losses for the year net of tax

(5,851)(4,836)

Total comprehensive (loss)/income for the year attributable to equity

holders of the Company

(20,365)22,520

Total comprehensive (loss)/income for the year is attributable to:

Equity holders of the Company

(19,526)22,520

Non-controlling interests

(839)-

Total comprehensive (loss)/income for the year

(20,365)22,520

The accompanying notes form part of, and should be read in conjunction with, these financial statements.The accompanying notes form part of, and should be read in conjunction with, these financial statements.

thl Integrated Annual Report 20216667

Consolidated statement of comprehensive income

For the year ended 30 June 2021

Consolidated income statement

For the year ended 30 June 2021

NOTES
SHARE

CAPITAL

$000’S

RETAINED

EARNINGS

$000’S

CASH FLOW

HEDGE

RESERVE

$000’S

OTHER

RESERVES

$000’S

NON-

CONTROLLING

INTERESTS

$000’S

TOTAL

EQUITY

$000’S

Opening balance as at 1 July 2020

269,98855,815(6,695)5,991–325,099

Comprehensive income

Net loss for the year

23–(13,675)––(839)(14,514)

Other comprehensive income

Cash flow hedge reserve movement (net of tax)

32––3,078––3,078

Foreign currency translation reserve movement

(net of tax)

24

–––(8,929)–(8,929)

Total comprehensive (loss)/income

–(13,675)3,078(8,929)(839)(20,365)

Transactions with owners

Issue of ordinary shares (net of issue costs)

227,773––––7,773

Acquisition of non-controlling interests

20––––(2,020)(2,020)

Transfer f rom employee share scheme reserve

2431173–(204)––

Employee share scheme reserve

24–––2,112–2,112

Total transactions with owners

7,804173–1,908(2,020)7,865

Closing balance as at 30 June 2021

277,79242,313(3,617)(1,030)(2,859)312,599

For the year ended 30 June 2020

NOTES

SHARE

CAPITAL

$000’s

RETAINED

EARNINGS

$000’s

CASH FLOW

HEDGE

RESERVE

$000’s

OTHER

RESERVES

$000’s

TOTAL

EQUITY

$000’s

Opening balance as at 1 July 2019

217,01256,176(4,483)8,312277,017

Adjustment on adoption of NZ IFRS 16 (net of tax)

–(7,150)––(7,150)

Comprehensive income

Net profit for the year

23–27,356––27,356

Other comprehensive income

Cash flow hedge reserve movement (net of tax)

32––(2,212)–(2,212)

Transfer foreign currency gain to income statement in

relation to Togo transaction

24–––(9,066)(9,066)

Foreign currency translation reserve movement (net of tax)

24–––6,4426,442

Total comprehensive income

–27,356(2,212)(2,624)22,520

Transactions with owners

Dividends on ordinary shares

10–(20,567)––(20,567)

Issue of ordinary shares (net of issue costs)

2252,904–––52,904

Transfer f rom employee share scheme reserve

2472––(72)–

Employee share scheme reserve

24–––375375

Total transactions with owners

52,976(20,567)–30332,712

Closing balance as at 30 June 2020

269,98855,815(6,695)5,991325,099

NOTES

2021

$000’S

2020

$000’s

Assets

Non-current assets

Property, plant and equipment

12273,072359,717

Intangible assets

1751,12150,267

Financial asset recognised at fair value through the income statement

29, 3120,83521,382

Investment in joint ventures

19–10,224

Investment in associates

204,9364,044

Advance to joint venture

–125

Right-of-use assets

1362,33969,562

Deferred tax assets

369571,656

Total non-current assets

413,260516,977

Current assets

Cash and cash equivalents

38,08735,514

Trade and other receivables

2728,68128,930

Inventories

1657,45568,487

Advance to joint venture

–530

Current tax receivables

5813,108

Derivative financial instruments

31–6

Total current assets

124,804136,575

Total assets

538,064653,552

Equity

Share capital

22277,792269,988

Retained earnings

2342,31355,815

Cash flow hedge reserve

32(3,617)(6,695)

Other reserves

24(1,030)5,991

Non-controlling interests

(2,859)–

Total equity

312,599325,099

Liabilities

Non-current liabilities

Interest bearing loans and borrowings

2586,659163,322

Derivative financial instruments

315,1249,193

Deferred income tax liability

369,98911,886

Lease liabilities

1364,47974,567

Total non-current liabilities

166,251258,968

Current liabilities

Interest bearing loans and borrowings

25125–

Trade and other payables

2825,26337,001

Revenue in advance

13,08712,192

Employee benefits

8,0177,214

Provisions

413–

Derivative financial instruments

31148110

Current tax liabilities

3,3745,664

Lease liabilities

138,7877,304

Total current liabilities

59,21469,485

Total liabilities

225,465328,453

Total equity and liabilities

538,064653,552

For and on behalf of the Board who authorised the issue of the consolidated financial statements on 25 August 2021.

R J Campbell R D Hamilton

Chair of the Board Chair of the Audit Committee

25 August 2021 25 August 2021

The accompanying notes form part of, and should be read in conjunction with, these financial statements.

The accompanying notes form part of, and should be read in conjunction with, these financial statements.

Consolidated statement of changes in equity

For the year ended 30 June 2021

Consolidated statement of financial position

As at 30 June 2021

thl Integrated Annual Report 20216869

NOTES
2021

$000’S

2020

$000’s

Cash flows from operating activities

Receipts f rom customers

150,534248,752

Proceeds f rom sale of goods

222,265143,493

Proceeds f rom insurance recoveries

371,826–

Interest received

41212

Dividend received

869–

Payments to suppliers and employees

(159,783)(193,510)

Purchase of rental assets

(119,922)(108,790)

Interest paid

(10,878)(13,584)

Taxation received/(paid)

2,024(7,484)

Net cash flows from operating activities

3586,97669,089

Cash flows from investing activities

Sale of property, plant & equipment

110126

Purchase of property, plant & equipment

(1,199)(4,125)

Advance to joint ventures

–(11,945)

Receipt f rom joint ventures

3531,000

Purchase of intangibles

(4,113)(432)

Net cash paid as part of the step acquisition of Outdoria

(374)–

Net cash received as part of the step acquisition of AMLP

194,631–

Net cash flows used in investing activities

(592)(15,376)

Cash flows from financing activities

Payment for lease liability principal

13(7,732)(6,442)

Proceeds f rom borrowings

2561,853101,150

Repayments of borrowings

25(136,420)(153,938)

Dividends paid

10–(17,373)

Proceeds f rom share issue

2230449,280

Net cash flows used in financing activities

(81,995)(27,323)

Net increase in cash and cash equivalents

4,38926,390

Opening cash and cash equivalents

35,5148,837

Exchange (losses)/gains on cash and cash equivalents

(1,816)287

Closing cash and cash equivalents

38,08735,514

Index

About this report 72

Section A – Financial performance 73

1 Segment note 73

2 Revenue 76

3 Other operating income, net 78

4 Profit before tax includes the following specific expenses 78

5 Employee benefits expense 79

6 Finance income 79

7 Finance expenses 79

8 Income tax 79

9 Earnings per share 81

10 Dividends 81

11 Imputation credits 81

Section B – Assets used to generate profit 82

12 Property, plant and equipment 82

13 Leases 84

14 Capital commitments 86

15 Operating leases 86

16 Inventories 86

17 Intangible assets 87

Section C – Investments 90

18 Togo exit transaction 91

19 Acquisition of Action Manufacturing LP (AMLP) 92

20 Investments in associate 95

21 Subsidiaries 96

Section D – Managing funding 97

22 Share capital 97

23 Retained earnings 98

24 Other reserves 98

25 Borrowings 99

26 Other commitments 100

27 Trade and other receivables 101

28 Trade and other payables 102

29 Financial instruments 102

Section E – Managing risk 104

30 Financial risk management 104

31 Derivative financial instruments 108

32 Cash flow hedge reserve 110

Section F – Other 111

33 Related party transactions 111

34 Share-based payments 113

35 Reconciliation of (loss)/profit after taxation with cash flows

from operating activities for the year ended 30 June 2021 118

36 Deferred income tax 120

37 Fire in Mangere, Auckland 120

38 Changes in accounting policies and disclosures 121

39 Contingencies 121

40 Events after the reporting period 121

The accompanying notes form part of, and should be read in conjunction with, these financial statements.

thl Integrated Annual Report 20217071

Notes to the consolidated financial statementsConsolidated statement of cash flows

For the year ended 30 June 2021

About this report
Basis of preparation

The primary operations of Tourism Holdings Limited (the

‘Company’ or ‘Parent’ or ‘thl ’) and its subsidiaries (together the

‘Group’) are the manufacture, rental and sale of motorhomes

and other tourism related activities. The Parent is domiciled in

New Zealand. The registered office is Level 1, 83 Beach Road,

Auckland 1010, New Zealand. Tourism Holdings Limited is a

company registered under the Companies Act 1993 and is an

FMC reporting entity under Part 7 of the Financial Markets

Conduct Act 2013.

The consolidated financial statements (financial statements)

of the Group have been prepared:

• in accordance with Generally Accepted Accounting Practice

(GAAP), and comply with New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS),

as applicable for a “for profit” entity;

• in accordance with the requirements of Part 7 of the

Financial Markets Conduct Act 2013 and the NZX Main

Board Listing Rules;

• under the historical cost convention, as modified by the

revaluation of certain assets and liabilities as identified

in specific accounting policies; and

• in New Zealand dollars with values rounded to thousands

($000’s) unless otherwise stated.

These financial statements have been prepared on a going

concern basis (refer to Note 25).

Throughout this document, accounting policies and critical

accounting estimates are identified using the following key:

Key:

= Accounting policy

= Critical accounting estimate

Summary of significant accounting policies

a) Consolidation

The Group consolidates its subsidiaries, as these are the

entities over which the Group has control. The Group controls

an entity when the Group is exposed to, or has rights to,

variable returns f rom its involvement with the entity and has

the ability to affect those returns through its power over the

entity. Subsidiaries are fully consolidated f rom the date on

which control is transferred to the Group. They are

deconsolidated f rom the date that control ceases.

Inter-company transactions, balances and unrealised gains

on transactions between Group companies are eliminated.

Unrealised losses are also eliminated but considered an

impairment indicator of the asset transferred. Accounting

policies of subsidiaries have been changed where necessary

to ensure consistency with the policies adopted by the Group.

Information on the Group’s subsidiaries can be found in

note 21.

b) Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the

Group’s entities are measured using the currency of the

primary economic environment in which the entity operates

(‘the functional currency’). The consolidated financial

statements are presented in New Zealand dollars, rounded

to the nearest thousand, which is the Company’s functional

and presentation currency.

Translation into presentation currency

The results and financial position of all the Group entities

(none of which has the currency of a hyperinflationary

economy) that have a functional currency different f rom the

presentation currency are translated into the presentation

currency as follows:

(i) Assets and liabilities for each statement of financial

position (‘balance sheet’) presented are translated

at the closing rate at the date of that balance sheet;

(ii) Income and expenses for each income statement are

translated at the average monthly exchange rates; and

(iii) All resulting exchange differences are recognised

as a separate component of equity.

Goodwill and fair value adjustments arising on the acquisition

of a foreign entity are treated as assets and liabilities of the

foreign entity and translated at the closing rate.

Transactions and balances in the functional currency

Foreign currency transactions are translated into the

functional currency using the exchange rates prevailing at

the dates of the transactions. Foreign exchange gains and

losses resulting f rom the settlement of such transactions and

f rom the translation at year-end exchange rates of monetary

assets and liabilities denominated in foreign currencies are

recognised in the income statement, except when deferred

in equity as qualifying cash flow hedges.

At the end of each reporting period:

(a) Foreign currency monetary items are translated using

the closing rate;

(b) Non-monetary items that are measured in terms of

historical cost in a foreign currency are translated using

the exchange rate at the date of the transaction; and

(c) Non-monetary items that are measured at fair value in

a foreign currency are translated using the exchange

rates at the date when the fair value was measured.

Section A – Financial performance

In this section

This section explains the financial performance of thl, providing additional information about individual items in the income

statement, including segmental information, certain expenses and dividend distribution information.

1. Segment note

The operating segments of thl are reported f rom a geographic and service type perspective. They are made up of the following

business operations:

• New Zealand Rentals – Rental of maui, Britz and Mighty motorhomes, and the sale of motorhomes;

• Action Manufacturing – Manufacturer and the sale of motorhomes and other speciality vehicles;

• Tourism Group – Kiwi Experience and the Discover Waitomo Caves Group experiences;

• Australia Rentals – Rental of maui, Britz and Mighty motorhomes and 4WD vehicles, and the sale of motorhomes;

• United States Rentals – Rental and sale of Road Bear, Britz, Mighty and El Monte RVs;

• Other – includes Group Support Services, group elimination entries and thl digital. thl digital includes Mighway,

SHAREaCAMPER, Cosmos and Outdoria. The joint venture Action Manufacturing (equity accounted for up to 28 February

2021) and associate Just go are also included in this category.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20217273

1. Segment note (continued)
NEW ZEALAND

2021

RENTALS

$000’s

ACTION MANU-

FACTURING

$000’s

TOURISM

GROUP

$000’s

AUSTRALIA

RENTALS

$000’s

UNITED STATES

RENTALS

$000’s

OTHER

$000’s

TOTAL

$000’s

Sales of services

31,057–5,42134,51856,0692,968130,033

Sales of goods

100,91616,379–31,02190,978(10,154)229,140

Total Revenue

131,97316,3795,42165,539147,047(7,186)359,173

Depreciation

(18,409)(676)(1,586)(14,523)(11,535)(801)(47,530)

Asset impairment

––(46)–––(46)

Amortisation

(12)(1)(666)(36)(106)(346)(1,167)

Other costs

(128,234)(15,156)(3,764)(50,780)(120,825)68 (318,691)

Operating profit/(loss) before

interest and tax

(14,682)546(641)20014,581(8,265)(8,261)

Interest income

–––113941

Interest expense

(716)(84)(77)(1,490)(3,155)(5,366)(10,888)

Share of profit from joint venture

and associates–––––736736

Operating profit/(loss) before tax

(15,398)462(718)(1,289)11,427(12,856)(18,372)

Taxation

4,272(90)49396(2,286)1,5173,858

Operating profit/(loss) – after

interest and tax(11,126)372(669)(893)9,141(11,339)(14,514)

Capital expenditure

9,4775,9711417,73571,881(853)104,225

Non-current assets

92,51213,13018,99382,712166,32539,588413,260

Total assets

131,40633,40120,163115,177199,19638,721538,064

Net funds employed

100,07119,65117,30055,574122,61446,087361,297

1. Segment note (continued)

NEW ZEALAND

2020

RENTALS

$000’s

ACTION MANU-

FACTURING

$000’s

TOURISM

GROUP

$000’s

AUSTRALIA

RENTALS

$000’s

UNITED STATES

RENTALS

$000’s

OTHER

$000’s

TOTAL

$000’s

Sales of services

91,580–30,71057,60177,52620257,437

Sales of goods

45,934––16,79280,767–143,493

Total Revenue

137,514–30,71074,393158,29320400,930

Depreciation

(22,359)–(1,604)(17,144)(20,293)(573)(61,973)

Asset impairment

––(3,256)–––(3,256)

Amortisation

(9)–(677)(40)(35)(399)(1,160)

Other costs

(84,908)–(21,256)(48,566)(127,072)(4,128)(285,930)

Operating profit/(loss) before

interest and tax

30,238–3,9178,64310,893(5,080)48,611

Interest income

1–––5421427

Interest expense

(1,006)–(84)(1,434)(5,361)(5,484)(13,369)

Share of loss f rom joint ventures

and associates–––––(9,527)(9,527)

Operating profit/(loss) before tax

29,233–3,8337,2095,537(19,670)26,142

Taxation

(8,254)–(1,805)(2,004)(420)13,6971,214

Operating profit/(loss) – after

interest and tax20,979–2,0285,2055,117(5,973)27,356

Capital expenditure

52,779–1,55220,34636,3281,563112,568

Non-current assets

164,978–21,53799,802180,76949,891516,977

Total assets

213,585–22,743116,647235,47265,105653,552

Net funds employed

152,382–16,87468,734143,75971,160452,909

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating

decision-maker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating

segments, has been identified as the executive management team together with the Board of Directors, who together make

strategic decisions.

Operating profit/(loss) before interest and tax is the main financial measure used by the CODM to review the Group’s

performance.

Inter-segment transactions such as Group Support Services recharges are entered into under normal commercial terms

and conditions that would also be available to unrelated third parties. All revenue is reported to the executive team on a basis

consistent with that used in the income statement. Segment assets and liabilities are measured in the same way as in the

financial statements. These assets and liabilities are allocated based on the operations of the segment, and the physical location

for assets.

Segment assets consist primarily of property, plant and equipment, intangible assets, inventories, receivables and operating

cash. The investments and derivatives designated as hedges of borrowings are allocated to ‘Other segment’. Net funds

employed are non-GAAP measures that are not defined in NZ IFRS. The Directors and management believe that these

non-GAAP financial measures provide useful information to assist readers in understanding the Group’s financial performance.

These measures should not be viewed in isolation and are intended to supplement the NZ GAAP measures and therefore may

not be comparable to similarly titled amounts reported by other companies. The net funds employed are segment total assets

less segment non-interest-bearing liabilities and cash on hand. The lease liability as a result of NZ IFRS 16 is not considered to be

part of funds employed.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20217475

2. Revenue
NZ IFRS 15 ‘Revenue from contracts with customers’

The revenue earned by the Group is derived f rom the satisfaction of one or more performance obligations, which are

satisfied at or over a similar period.

(i) Sales of services

Sales of services comprises rental income and service revenue.

Rental income

Rental income is recognised in the accounting period in which the services are rendered, by reference to completion

of the specific transaction. Where the rental covers a period of more than one day, revenue is recognised on a

straight-line basis based on the number of days of the booking that have occurred by year end as a proportion of

the total number of days in the booking. The portion of the revenue that occurs after year end is shown as Revenue

in Advance on the statement of financial position.

Service revenue

Service revenue comprises various performance obligations (rental add-ons such as accessories and customer liability

reduction) in which satisfaction in most cases occurs evenly over the rental period and is recognised accordingly.

The Group recognises this revenue over time, as the customer simultaneously receives and consumes the benefits

provided by the entity’s performance.

Sales f rom tourism services are recognised when the service is rendered to the customer and are recognised in the

accounting period in which the performance obligation is satisfied, being when the customer obtains the benefit

from the service. It relates to the satisfaction of a number of performance obligations at a point in time; the contract

price that is determined for any single performance obligation is based with reference to the stand alone price and no

significant financing components exist, as the transaction is settled within 12 months from the transaction date. There

are no costs to obtain or fulfil the contract.

The Group prices its services on a fixed basis and the pricing is fixed and determinable when the duly executed

arrangement is finalised. It has also been determined that there are no significant financing components as part of the

Group’s sale of services arrangements.

Revenue f rom these sales is recognised net of the estimated discounts or other promotions. Accumulated experience

is used to estimate and provide for the discounts, using the expected value method, and revenue is only recognised to

the extent that it is highly probable that a significant reversal will not occur.

The Group recognises the contract liability which represents the Group’s obligation to transfer goods or services to a

customer for which the Group has received consideration f rom the customer. It relates to the payments and deposits

from the customers and are disclosed as Revenue in Advance in the consolidated statement of financial position.

The average timing of satisfaction of performance obligations in relation to the payment of the contract liability is

between 1-6 months.

(ii) Sales of goods

The Group sells a range of motorhomes, accessories and other merchandise. Sales are recognised when control of

the goods has transferred, being when the goods are handed over to the customer and the customer has the ability

to direct the use of the goods. It relates to the satisfaction of a single performance obligation at a point in time;

the contract price is determined and no significant financing components exist as the transaction is settled within

12 months from the transaction date and no costs to obtain or fulfil the contract.

2. Revenue (continued)

Sales of services

Sales of services includes revenue f rom rental of motorhomes, Wi-Fi, accessories and additional services relating to the rental

of motorhomes, the sale of tourism experiences (for Kiwi Experience and Waitomo) and app subscriptions income (thl digital).

2021

$000’S

2020

$000’s

Rental revenue

95,840180,797

Service revenue

34,19376,640

Total sales of services

130,033257,437

The expected minimum lease payments to be received on lease of motorhomes, based on the booked rentals as of balance

date, are as follows:

2021

$000’S

2020

$000’s

Within one year

2,8494,118

Within one to two years

6–

Total

2,8554,118

Sales of goods

• Cost of goods includes the net book value of ex-rental fleet sold and the purchase price of new vehicles, trade-ins and

retail goods sold.

• Vehicle selling expenses consists primarily of amounts paid by thl to third party warranty providers, and costs incurred

under warranty claims.

2021

$000’S

2020

$000’s

Sales of goods

229,140143,493

Cost of goods

(184,173)(124,302)

Vehicle selling expenses

(1,860)(1,200)

Cost of sales

(186,033)(125,502)

Gross profit

43,10717,991

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20217677

3. Other operating income, net
NOTES

2021

$000’S

2020

$000’s

Net loss on disposals of non-fleet assets

(824)(110)

Write-off of fleet items

(1,883)–

Proceeds f rom insurance recovery

373,112–

Gain on exiting Mangere branch lease

1,621–

US Paycheck Protection Program (“PPP”) loan forgiveness

1,457–

Loss on acquisition of remaining shareholding in AMLP

19(1,406)–

Fair value movements on financial assets recognised at fair value through profit or loss

1,178–

Loss on Togo exit transaction

18–(8,383)

Foreign currency translation gain on Togo exit transaction

18–9,066

Other income*

3,2052,507

Other operating income

6,4603,080

* Included within other income is $1.7M of Strategic Tourism Asset Protection Programme funding received f rom NZ government, $0.3M rent relief

received as a result of COVID-19 and dividend income f rom the Togo Class B preference shares (note 18).

4. Profit before tax includes the following specific expenses

NOTES

2021

$000’S

2020

$000’s

Donations

–38

Depreciation

12, 1347,53061,973

Impairment of goodwill

17–3,126

Amortisation of intangible assets

171,1671,160

Rental and operating lease costs

1,6121,941

Raw materials and consumables

1,1411,285

Repairs and maintenance including damage repairs

21,88724,169

Internal audit fees

28185

Net foreign exchange losses/(gains)

156(260)

Audit fees – PricewaterhouseCoopers

Audit of financial statements

i

566564

Other fees – PricewaterhouseCoopers New Zealand

Treasury services

ii

1020

Agreed upon procedures

iii

7730

Total fees paid to PricewaterhouseCoopers New Zealand

653614

Notes on fees paid to auditor:

i. The fee includes the fees for the annual audit of the consolidated financial statements of thl.

ii. Treasury services in 2020 and 2021 are in relation to financial markets risk analysis and commentary.

iii. Agreed upon procedures in 2021 are in relation to the Waitomo lease compliance for FY20, the interim financial statements,

quarterly banking compliance certificate, holiday pay calculation remediation and COVID-19 payroll changes assessment.

Agreed upon procedures in 2020 were in relation to Waitomo lease compliance for FY19, the interim financial statements

and proxy vote scrutineering in the annual meeting.

5. Employee benefits expense

Employee entitlements to salaries and wages and annual leave to be settled within 12 months of the reporting

date represent present obligations resulting f rom employees’ services provided up to the reporting date. These are

calculated at undiscounted amounts based on remuneration rates that the Group expects to pay.

NOTES

2021

$000’S

2020

$000’s

Wages and salaries*

61,97371,318

Share-based payment costs

342,112375

Other employee benefits

1,8052,005

Total employee remuneration

65,89073,698

* Wages and salaries include net benefits received and passed on to employees in relation to NZ COVID-19 Wage Subsidy of

$1,588k (June 2020: $3,979k) and Australian Jobkeeper scheme of $2,785k (June 2020: $1,367k)

6. Finance income

2021

$000’S

2020

$000’s

Interest income

41427

Total finance income

41427

7. Finance expenses

2021

$000’S

2020

$000’s

Interest on bank borrowings

7,4689,424

Interest on finance leases

3,4203,945

Total finance expenses

10,88813,369

8. Income tax

The Group is subject to income taxes in multiple jurisdictions. Significant judgement is required in determining

the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax

determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax

audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters

is different f rom the amounts that were initially recorded, such differences will impact the income tax and deferred tax

provisions in the period in which such determination is made.

Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20217879

Notes to the consolidated financial statements (continued)

8. Income tax (continued)
Current and deferred income tax

Income tax expenses comprises current tax and deferred tax.

Current tax is the amount of income tax payable based on the taxable profit for the current year, plus any adjustments

to income tax payable in respect of prior years. Current tax is calculated using rates that have been enacted or

substantially enacted by balance date.

Deferred tax is the amount of income tax payable or recoverable in future periods in respect of temporary differences

and unused tax losses. Temporary differences are differences between the carrying amount of assets and liabilities in

the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised

to the extent that it is probable that taxable profits will be available, against which the deductible temporary

differences or tax losses can be utilised.

Deferred tax is not recognised if the temporary difference arises f rom the initial recognition of goodwill or f rom the

initial recognition of an asset and liability in a transaction that is not a business combination and, at the time of the

transaction, affects neither accounting profit nor taxable profit.

Deferred tax is recognised on taxable temporary differences arising on investments in subsidiaries and associates,

except where the company can control the reversal of the temporary difference and it is probable that the temporary

difference will not be reversed in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the

asset is realised, using tax rates that have been enacted or substantially enacted by balance date.

Current tax and deferred tax are charged or credited to the income statement, except when it relates to items charged

or credited directly to equity, in which case the tax is classified within equity.

NOTES

2021

$000’S

2020

$000’s

Current tax

(2,050)9,462

Deferred tax

36(1,808)(10,676)

Income tax benefit

(3,858)(1,214)

The Group shall offset current tax assets and current tax liabilities if, and only if, the Group has a legal enforceable right to set off

the recognised amounts, and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

The tax on the profit before tax differs from the theoretical amount that would arise using the weighted average tax rate

applicable to profits of the consolidated companies as follows:

2021

$000’S

2020

$000’s

Profit before tax

(18,372)26,142

Tax calculated at domestic rates applicable to profits in the respective countries

(5,342)8,143

Non-assessable income

(1)

(961)(10,037)

Expenses not deductible for tax purposes

2,7621,827

Adjustment for US tax losses carried back

(2)

(317)(1,147)

Income tax benefit

(3,858)(1,214)

(1) As explained in note 18 during the year ended 30 June 2020, the Group made a loss of $8.4M in relation to the disposal of its investment

in Togo Group. This consisted of a taxable loss of $38.1M in relation to the USA tax jurisdiction; offset by non-taxable Group consolidation

gain of $29.7M.

(2) The adjustments for US tax losses carried back include a tax benefit in relation to an allowance under the tax code to carry back tax losses to

previous tax years. The tax years that the losses were applied to had a higher tax rate than the losses were previously valued at (refer to note 36).

As a result, the weighted average effective tax rate was 21% (2020: -5%).

9. Earnings per share

20212020

(Loss)/profit attributable to the equity holders of the Parent ($000's)

(13,675)27,356

Weighted average number of ordinary shares on issue (000's)*

148,893146,753

Basic (loss)/earnings per share (in cents)

(9.2)18.6

Diluted

Diluted (loss)/earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to

assume conversion of all dilutive potential ordinary shares arising f rom the employee share scheme (refer to note 34).

20212020

Weighted average number of ordinary shares on issue (000's)*

148,893146,753

Dilutive redeemable shares and options if exercised (000's)

565199

Total shares (000's)

149,458146,952

Diluted (loss)/earnings per share (in cents)

(9.1)18.6

* An additional 14,667,436 shares f rom the pro rata 1 for 9 rights offer (the Rights Offer) were issued in July 2019 (refer to note 22). The issue price

of $3.40 per share under the Rights Offer represented a 9.6% discount to the theoretical ex rights price on the record date. As a result, 1,404,329

shares issued as part of the Rights Offer were treated as a bonus issue which have been adjusted in the weighted average number of ordinary

shares on issue in 2019 in accordance with NZ IAS 33 Earnings per Share

10. Dividends

During the year ended 30 June 2021 the Group paid no interim and final dividends. Refer to note 25 in relation to the

shareholder distribution requirements as part of the amended banking facility agreement. The 2020 interim dividend was

cancelled and there was no 2020 final dividend.

Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s financial statements

in the period in which the dividends are approved by the Company’s Directors.

11. Imputation credits

2021

$000’S

2020

$000’s

The amount of imputation credits available for use in subsequent reporting periods

4,9144,491

The above amounts represent the balance of the imputation credit account as at the year end adjusted for:

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

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

• Imputation credits that will arise f rom the receipt of dividends recognised as receivables at the reporting date.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20218081

Section B – Assets used to generate profit
In this section

This section describes the assets thl uses in the business to generate profit, including:

• Property, plant and equipment

The most significant component is the motorhome fleet. Premises, in general, are leased, however significant buildings

are the Waitomo Caves Visitor Centre and the Waitomo Caves Homestead.

• Leased assets

The most significant leased assets relate to the premises in New Zealand, Australia and the United States.

• Inventory

The most significant inventory items are the ex-rental motorhome fleet assets that are held for sale. Other inventory

items include spare parts, living equipment used inside rental motorhomes, and retail stock.

• Intangible assets

Intangible assets include:

– Goodwill arising from the purchase of the Road Bear RV, El Monte RV businesses and Kiwi Experience;

– The cost of the Waitomo Caves leases;

– Software;

– Brands; and

– Trademarks, leases and licenses.

12. Property, plant and equipment

Property, plant and equipment are made up of the following assets:

• Motorhomes - this comprises the rental fleet of the Rentals New Zealand, Rentals Australia and Rentals United States

businesses. Motorhomes that are held for sale are reclassified from property, plant and equipment to inventory (as shown

in the table below);

• Motor vehicles - this comprises vehicles owned by the business, including shuttles and company cars;

• Land and buildings - this comprises owned land and buildings in Waitomo;

• Other plant and equipment - this comprises office equipment, furniture, and other plant used to operate the business; and

• Capital work in progress - this represents capital purchases and projects that are not yet in service. The most significant

work in progress relates to the motorhome fleet built for the next season.

Land and buildings are shown at historical cost, less subsequent accumulated depreciation for buildings. Land is

not depreciated. All other property, plant and equipment are stated at historical cost less accumulated depreciation.

Historical cost includes expenditure that is directly attributable to the acquisition of the items.

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

when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the

item can be measured reliably. All other repairs and maintenance are charged to the income statement during the

financial period in which they are incurred.

12. Property, plant and equipment (continued)

The Group estimates the residual values of the fleet in order to depreciate motorhome assets using the straight-line

method. This estimate of the useful life and the residual value of the vehicle is based on when it is expected to be taken

out of the rental fleet. The residual value is influenced by its condition, the mileage on the motorhome and the consumer

demand within the relevant resale market. The Group also considers the market conditions and the impact any changes

could have on the estimates as part of the overall fleet management program. The Group completes an annual review

of the appropriateness of the residual values and useful lives that have been used by reviewing the gains/losses made

on recent sales, and forecasts, of similar motorhomes. The estimated useful lives of motorhomes on the rental fleet are

1 - 6 years. The annual depreciation rates as a percentage of the original costs of between 5% and 15% for the life of the

motorhomes. If the depreciation rate increases/(decreases) by 1% for the life of motorhomes, the depreciation expense

will increase/(decrease) by approximately $4.0M for the year.

Depreciation on other assets is calculated using the straight-line method to allocate their cost amounts to their

residual values over their estimated useful lives as follows:

Buildings 8 - 50 years

Leasehold improvements term of the lease

Vehicles (non-fleet) 3 - 14 years

Other plant & equipment 2 - 40 years

The assets’ useful lives are reviewed, and adjusted if appropriate, at each balance date. An asset’s carrying amount

is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated

recoverable amount (note 17).

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included

in the income statement.

MOTORHOMES

$000’S

MOTOR

VEHICLES

$000’S

LAND AND

BUILDINGS

$000’S

OTHER

PLANT AND

EQUIPMENT

$000’S

CAPITAL

WORK IN

PROGRESS

$000’S

TOTAL

$000’S

Year ended 30 June 2021

At 1 July 2020

376,84877113,9465,72216,000413,287

Additions and transfers f rom work in progress (net)

100,9055398683,368(1,455)104,225

Disposals

(157,842)(199)(560)(197)–(158,798)

Exchange differences

(10,204)(18)(182)(43)74(10,373)

Depreciation charge

(35,655)(228)(1,679)(1,747)–(39,309)

Closing net book amount

274,05286512,3937,10314,619309,032

As at 30 June 2021

Cost

359,9982,50028,85831,63614,619437,611

Accumulated depreciation

(85,946)(1,635)(16,465)(24,533)-(128,579)

Net book amount

274,05286512,3937,10314,619309,032

Less reclassification of motorhomes to inventory

at balance date

Cost

55,598––––55,598

Accumulated depreciation

(19,638)––––(19,638)

Net book amount reclassified

35,960––––35,960

Closing net book amount post reclassification

238,09286512,3937,10314,619273,072

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20218283

12. Property, plant and equipment (continued)
MOTORHOMES

$000’S

MOTOR

VEHICLES

$000’S

LAND AND

BUILDINGS

$000’S

OTHER

PLANT AND

EQUIPMENT

$000’S

CAPITAL

WORK IN

PROGRESS

$000’S

TOTAL

$000’S

Year ended 30 June 2020

At 1 July 2019

401,39669814,1546,41326,717449,378

Additions and transfers f rom work in progress (net)

119,9812941,4031,708(10,818)112,568

Disposals

(101,625)(39)–(465)–(102,129)

Exchange differences

7,17315842631017,636

Depreciation charge

(50,077)(197)(1,695)(2,197)–(54,166)

Closing net book amount

376,84877113,9465,72216,000413,287

As at 30 June 2020

Cost

494,6172,05229,15621,29216,000563,117

Accumulated depreciation

(117,769)(1,281)(15,210)(15,570)–(149,830)

Net book amount

376,84877113,9465,72216,000413,287

Less reclassification of motorhomes to inventory

at balance date

Cost

68,038––––68,038

Accumulated depreciation

(14,468)––––(14,468)

Net book amount reclassified

53,570––––53,570

Closing net book amount post reclassification

323,27877113,9465,72216,000359,717

13. Leases

The Group’s leasing activities

The Group predominantly leases its premises in New Zealand, Australia and the United States under operating lease

agreements. Lease agreements may contain both lease and non-lease components. The Group allocates the consideration in

the agreement to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real

estate for which the Group is a lessee, the Group has elected not to separate lease and non-lease components and instead

accounts for these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of different terms, escalation clauses and renewal

rights. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by

the lessor. Leased assets may not be used as security for borrowing purposes.

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

the incremental borrowing rate for each relevant overseas territory when the interest rate implicit in the lease was not readily

available. Incremental borrowing rates applied to lease liabilities range between 3.1% - 5.3%. The Group is exposed to potential

future increases in variable lease payments based on the change of an index or rate, which are not included in the lease liability

until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed

and adjusted against the right-of-use asset.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability

• any lease payments made at or before the commencement date less any lease incentives received

• any initial direct costs, and

• restoration costs.

The right-of-use asset is depreciated over the shorter of the asset’s useful life and the expected lease term on a

straight-line basis.

13. Leases (continued)

Short-term and low-value leases

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense

in the income statement. Short-term leases are leases with a lease term of 12 months or less and predominantly relate to

computer equipment.

Extension and termination options are included in a number of property leases across the Group. In determining the lease term,

management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not

exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the

lease is reasonably certain to be extended (or not terminated). The assessment of the lease term is reviewed if a significant event

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

extension options are only exercisable by the Group and not by the lessor. Where an extension is reasonably certain of being

exercised, that extension period and related costs are recognised on the statement of financial position.

To determine the incremental borrowing rate, the Group uses a build-up approach that starts with a risk-f ree interest rate

adjusted for credit risk for leases held by the Group and makes adjustments specific to the lease, e.g. term, country, currency

and security.

The right-of-use assets have the following additions and modifications:

30 JUNE 2021

$000’s

VEHICLES &

EQUIPMENT

30 JUNE 2021

$000’s

BUILDINGS

Opening net book value at 1 July 2020

1069,552

Additions

–10,133

Modifications

–684

Terminations

–(7,033)

Impairment

–(46)

Exchange differences

–(2,740)

Depreciation charges

(10)(8,211)

Closing net book value at 30 June 2021

–62,339

Cost

2079,337

Accumulated depreciation

(20)(16,998)

Closing net book value at 30 June 2021

–62,339

Consolidated income statement and cash flow

2021

$000’s

2020

$000’s

Interest paid on leases (operating activities)

3,4203,945

Payments for lease liability principal (financing activities)

7,7326,442

Total cash outflows from lease liabilities

11,15210,387

Maturity analysis

Lease liabilities as lessee

2021

$000’s

2020

$000’s

Between 0 to 1 year

8,7877,304

Between 1 to 2 years

7,6456,563

Between 2 to 5 years

16,49017,338

More than 5 years

40,34450,666

Total lease liabilities as lessee

73,26681,871

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20218485

16. Inventories (continued)
2021

$000’S

2020

$000’s

Raw materials

14,3084,550

Motorhomes held for sale

38,51159,164

Finished goods

5,1125,018

Provision for obsolescence

(476)(245)

57,45568,487

17. Intangible assets

Intangible assets of the Group comprise:

• Brands – the brand value acquired relates to the Road Bear RV brand of the United States’ rentals business;

• Goodwill – this relates to the Road Bear and El Monte RV business combinations;

• Trademarks, leases and licences – thl has a licence to operate the Waitomo Glowworm Caves until 2027, and licences to

operate other caves in the Waitomo region, with licence terms expiring in 2032, 2033 and 2039; and

• Other intangibles – this relates to acquired software licences and software development costs.

Brands

The Road Bear RV brand acquired in the United States rentals business combination was valued using the relief f rom

royalty method and is recognised at fair value at the acquisition date. The brand value is included in the net assets

of the cash-generating unit (CGU). The brand is deemed to have an indefinite life as the Group has determined that

there is no foreseeable limit to the period over which the brand is expected to generate net cash in-flows for the entity.

The brand is tested annually for impairment and is carried at cost less any accumulated impairment losses.

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable

assets of the acquired subsidiary at the date of acquisition. Separately recognised goodwill is tested annually for

impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed.

Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is considered to have an indefinite useful life. Based on an analysis of all the relevant factors, there is no

foreseeable limit to the period over which the asset is expected to generate net cash flows for the entity.

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

cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in

which the goodwill arose.

Trademarks, leases and licences

Trademarks, leases and licences are shown at historical cost of acquisition by the Group less amortisation.

Amortisation of trademarks, leases and licences are calculated using the straight-line method over the life of the

underlying assets.

Other intangibles

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

the specific software. These costs are amortised over their estimated useful lives (three to fifteen years).

Costs associated with maintaining computer software programmes are recognised as an expense, as incurred.

Costs that are directly associated with the production of identifiable and unique software products controlled by

the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised

as intangible assets. Direct costs include the software development employee costs and an appropriate portion of

relevant overheads.

Computer software development and application costs are recognised as assets and are amortised over their

estimated useful lives (three to five years) only if such costs create an intangible asset that the Group controls and

the intangible asset meets the recognition criteria. Costs that are not capitalised as intangible assets are expensed as

incurred unless they are paid to the suppliers of the cloud-based software to significantly customise the cloud-based

software for the Group. In this case, the costs paid upf ront are recorded as repayment for services and amortise over

the expected terms of the cloud computing agreement.

14. Capital commitments

Capital commitments relate to the build of the Group’s fleet for the following year.

Purchase orders placed for capital expenditure at balance date but not yet incurred is as follows:

2021

$000’S

2020

$000’s

Property, plant and equipment

131,10827,160

15. Operating leases

The Group predominantly leases its premises in New Zealand, Australia and the United States under operating lease

arrangements. The leases have varying terms, escalation clauses and renewal rights. The significant portion of the risks

and rewards of ownership are retained by the lessor and, therefore, they are classified as operating leases. Payments

made under operating leases (net of any incentives received f rom the lessor) are charged to the income statement on

a straight-line basis over the period of the lease.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

2021

$000’S

2020

$000’s

Within one year

11989

11989

From 1 July 2019, the Group has recognised right-of-use assets for these leases, except for short term and low-value leases, see

note 13 for further information.

16. Inventories

Inventories are made up of the following categories:

• Raw materials – this comprises parts, factory and workshop stock;

• Motorhomes held for sale – this mainly comprises ex-rental fleet which are now on the sale yard and also includes

new fleet and trade-ins for sale;

• Finished goods – this comprises living equipment to be used in motorhomes and retail shop stock; and

• Inventory provision – a provision is created to allow for the value of inventory which is no longer useable or to recognise

the net realisable value when it is lower than cost.

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out

(FIFO) method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour,

other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing

costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable

selling expenses.

Rental assets held for sale at balance date have been reclassified as inventory.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20218687

17. Intangible assets (continued)
BRAND VALUE

ACQUIRED

$000’S

GOODWILL

$000’S

TRADEMARKS,

LEASES AND

LICENSES

$000’S

OTHER

INTANGIBLES

$000’S

TOTAL

$000’S

Year ended 30 June 2021

At 1 July 2020

87633,27615,36375250,267

Exchange differences

(71)(2,774)(860)(122)(3,827)

Additions

–694515,1205,865

Disposal

–––(17)(17)

Amortisation charge

––(695)(472)(1,167)

Closing net book amount

80531,19613,8595,26151,121

As at 30 June 2021

Cost

80577,49430,63419,401128,334

Accumulated amortisation and impairment

–(46,298)(16,775)(14,140)(77,213)

Net book amount

80531,19613,8595,26151,121

Year ended 30 June 2020

At 1 July 2019

84134,8907,4361,01344,180

Exchange differences

351,323(608)6756

Additions

–1899,1772599,625

Impairment

–(3,126)––(3,126)

Disposal

–––(8)(8)

Amortisation charge

––(642)(518)(1,160)

Closing net book amount

87633,27615,36375250,267

As at 30 June 2020

Cost

87682,70031,44314,419129,438

Accumulated amortisation and impairment

–(49,424)(16,080)(13,667)(79,171)

Net book amount

87633,27615,36375250,267

As a result of the international border closures in response to COVID-19, the Kiwi Experience CGU is currently in a hibernation

phase (currently not operating) and as a result, all of its associated goodwill of $3.1M was impaired at 30 June 2020. The

impairment was recognised in operating expense within the consolidated income statement.

Impairment of non-financial assets

The Group tests whether goodwill and brands have suffered any impairment on an annual basis, in accordance with

the accounting policy stated below. The recoverable amount of an asset or CGU is the greater of its value-in-use and

its fair value less costs of disposal. The Group has estimated the recoverable amount of its CGUs on a value-in-use basis

and determined that there is no impairment.

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

Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the

amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher

of an asset’s fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped

at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

17. Intangible assets (continued)

The table below details the cash-generating units that goodwill and brands are attributable to:

RENTALS

$000’s

OTHER

$000’s

TOTAL

$000’s

2021

New Zealand – goodwill

–829829

United States of America – goodwill

30,367–30,367

United States of America – brands

805–805

31,17282932,001

2020

New Zealand – goodwill

–189189

United States of America – goodwill

33,087–33,087

United States of America – brands

876–876

33,96318934,152

The Directors have assessed at balance date whether any impairment indicators exist. In making this assessment, the Directors

have taken into consideration the impact of COVID-19 on the business.

The recoverable amount of a cash-generating unit is determined on value-in-use calculations. These calculations use cash

flow projections based on management prepared forecasts covering a four year period plus a terminal value calculation.

These annual free cash flows are then discounted by a country specific post-tax discount rate to arrive at a recoverable amount

(or enterprise value) of the CGU which is compared to the carrying book value. The Group has engaged an external party to

undertake the discount rate calculation during the year based on the current market inputs. The Group has adopted these rates

in the value-in-use calculations. In addition, carrying values are also assessed using alternative valuation metrics, in particular

EBIT multiples for similar industry groupings.

The CGU value in use models used by thl to generate the cash flow projections incorporate the expected growth rates from

markets the businesses operate in. Capital expenditure and disposal proceeds are projected forward based on current build or

purchase costs, realisable sale values and expected fleet rotation by vehicle type (for the rentals operations).

The following table shows the sensitivity analysis for the value-in-use calculations of the Group’s significant CGUs:

CGUKEY ASSUMPTIONSCHANGE IN KEY ASSUMPTION

REDUCTION IN

RECOVERABLE

AMOUNT

($M’S)

INCREASE IN

RECOVERABLE

AMOUNT

($M’S)

WOULD THE

INDICATED

SENSITIVITY

RESULT IN

IMPAIRMENT

United States

of America

Discount rate: 8.3%Discount rate (+/- 1.0%)

2939No

Terminal growth rate: 1.25%Terminal growth rate (+/- 0.25%)

77No

2020 Discount rate: 10.6%Hire days (+/- 5.0%)

2525No

2020 Terminal growth rate: 1.25%

Vehicle sales (+/- 5.0%)*

24–No

New ZealandDiscount rate: 9.16%Discount rate (+/- 1.0%)

3241No

Terminal growth rate: 1.0%Terminal growth rate (+/- 0.25%)

78No

2020 Discount rate: 9.8%Hire days (+/- 5.0%)

115No

2020 Terminal growth rate: 1.0%

Vehicle sales (+/- 5.0%)*

2–No

AustraliaDiscount rate: 8.15%Discount rate (+/- 1.0%)

2331No

Terminal growth rate: 1.5%Terminal growth rate (+/- 0.25%)

66No

2020 Discount rate: 8.0%Hire days (+/- 5.0%)

2221No

2020 Terminal growth rate: 1.5%

Vehicle sales (+/- 5.0%)*

6–No

* A sensitivity of increasing vehicle sales cannot be assessed in isolation because it would have a flow on impact to fleet levels and rental revenue.

Therefore no positive sensitivity has been shown in that regard.

We note that while the sensitivity of key assumptions provided in the above table would not on their own result in an

impairment in each case, it is possible that they could occur in combination. Should a deterioration in macroeconomic

conditions or a further delay in international tourism recovery occur then this may adversely impact a combination of the key

assumptions and result in an impairment. We note that there is currently less headroom in the Rentals USA CGU than in either

New Zealand or Rentals Australia. If the Group applied a wider sensitivity assumptions such as an increase of discount rates by

1.5%, decrease of hire days and vehicle sales of 10%, individually, these could result in an impairment in the Rental USA CGU.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20218889

Section C – Investments
In this section

thl ’s investments comprise subsidiaries, associate and joint ventures. This section explains the investments held by thl,

providing additional information, including:

a) Accounting policies, judgements and estimates that are relevant for measuring the investments; and

b) Analysis of thl ’s associate and joint ventures.

thl ’s investments include:

• A 50% interest in AMLP up until 28 February 2021. In February 2021, thl purchased the remaining 50% interest in AMLP;

• thl previously had 50% joint venture investment in Togo Group which was disposed of in March 2020 and;

• Other investment is a 49% interest in Just go, a motorhome rental operation in the United Kingdom.

Business combination

The acquisition method of accounting is used to account for all business combinations, regardless of whether

equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary

comprises the:

• Fair values of the assets transferred;

• Liabilities incurred to the former owners of the acquired business;

• Equity interests issued by the Group;

• Fair value of any asset or liability resulting from a contingent consideration arrangement; and

• Fair value of any pre-existing equity interest in the acquiree.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured

initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired

entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share

of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and

acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable

assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the

business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to

their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being

the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and

conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are

subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

18. Togo exit transaction

Togo Group

In February 2018, the Group entered into agreements to contribute its investment in Roadtrippers USA and Roadtrippers

Australasia, its Mighway business, the Togo Fleet rental and RV industry platform, certain other intangible assets and cash to

form a joint venture, Togo Group, with Thor Industries (“Thor”), a motorhome manufacturer in the United States. Each partner

owned 50% of Togo Group. Due to the nature of the contractual rights and obligations, Togo Group was classified as a joint

venture for accounting purposes and accounted for using the equity method.

On 2 April 2020, the Group entered into an agreement with Thor (the “2020 Agreement”) to undertake a managed exit from

Togo Group in favour of a digital strategy focusing on New Zealand and Australia and more closely aligned with thl ’s core RV

rentals business. The 2020 Agreement had an effective date of 23 March 2020.

As part of the 2020 Agreement, the rights to Togo Fleet (thl ’s fleet management and booking system), the New Zealand and

Australian operations of Mighway, Togo Insights, and Togo’s shareholding in Outdoria were distributed to thl , including a cash

consideration of USD6M. In exchange, thl reduced its shareholding in Togo Group f rom 50% of the ordinary shares to 20.18% of

class B preference shares. As a result, the Group no longer met the requirements to account for its investment in Togo Group

as a joint venture. Accordingly, thl has equity accounted its interests in Togo Group up to the date of the loss of significant

influence on 23 March 2020 and recognised the disposal of the interest at that date, and the remaining interest has been

recognised as a financial asset recognised at fair value through the income statement. There were no significant changes that

occurred between 23 March 2020 and 2 April 2020.

The following table summarise the equity accounted investment in Togo up to the date of disposal:

PERIOD TO

23 MARCH 2020

$000’S

Investment in Togo Group as at 1 July 2019

42,309

Subsequent investment in Togo Group


Share of losses recognised against the investment balance during the period

(10,578)

Foreign exchange revaluation gain during the period

3,381

Investment in Togo Group, ending balance

35,112

Advance opening balance

457

Net cash advances/(repayment) during the period

12,858

Advance closing balance

13,315

Net interest in Togo Group at 23 March 2020

48,427

The assets acquired from Togo as part of this exit transaction constitute a “business” under NZ IFRS 3 Business Combinations.

Step acquisition accounting is applied because these businesses were 100% owned by Togo and in which the Group only had

joint control prior to the exit transaction.

The table below summarises the fair value of the assets and liabilities received by the Group in exchange for disposing of its

investment in Togo Group:

PERIOD TO

23 MARCH 2020

$000’S

Net interest in Togo Group at date of disposal

48,427

Consideration received in exchange for the disposal

Cash receivable (net of working capital settlement)

9,053

Intellectual property rights

9,177

Class B preference shares in Togo Group

22,911

Property, plant and equipment

249

Trade payable and employee benefits

(1,346)

Total

40,044

Loss on disposal recognised in the income statement

8,383

Foreign currency translation gain recognised in the income statement

(9,066)

Net gain on the Togo exit transaction

(683)

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20219091

18. Togo exit transaction (continued)
The fair value of these assets and liabilities are determined as follows:

• Cash receivable (net of working capital settlement) – thl received the payment of USD6M, offset by working capital

settlement, f rom Thor in August 2020.

• Intellectual property rights – The intellectual property rights were valued by reference to the expected cost of replacement

of the assets, determined using approximately the net book value of Togo Fleet and Mighway. The intellectual property rights

are assumed to have a useful life of 15 years and will be amortised on a straight line basis.

• Class B preference shares in Togo Group – The Class B preference shares have a face value of USD20.2M and entitle thl to a 3%

annual cash dividend for a four year period. Thor has a call option relative to the Class B preference shares which is exercisable

over a four year period, after which time, if the option has not been exercised, the Class B shareholding will convert to 26.49%

of the ordinary shares in Togo Group. The fair value of the Class B preference shares was determined by an independent

valuer utilising the reference to the face value of the preference shares, and deducting the value of the call option determined

using the Black-Scholes option pricing model. The Group made certain assumptions, including, but not limited to, expected

volatility and dividend yield (refer to note 31). The Class B preference shares are a financial asset and are measured at fair value

through the income statement.

• Property, plant and equipment – The net book value of $249k was recognised as fair value.

• Trade payable and other employee benefits – The carrying value of ($1,346k) was recognised as fair value.

19. Acquisition of Action Manufacturing LP (AMLP)

On 25 February 2021, thl signed an agreement (the “Agreement”) to purchase the remaining 50% shareholding in Action

Manufacturing Group GP (AMLP) f rom its joint venture partner, Alpine Bird Manufacturing Limited (owned by Grant Brady).

The Agreement had an effective date of 28 February 2021.

AMLP is the primary supplier of thl ’s motorhome fleet and manufactures specialist light commercial vehicles for a number of

public and private organisations in New Zealand and Australia and is a fundamental part of thl ’s “Build - Rent - Sell” business

model. AMLP has operated as a joint venture partnership between thl and Alpine Bird Manufacturing since 2012, up until

February 2021. Prior to the acquisition, thl ’s 50% interest in the AMLP joint venture was accounted for under the equity method

of accounting in accordance with NZ IAS 28 Investments in Associates and Joint Ventures. After 28 February 2021, AMLP is a

100% owned subsidiary of thl and is consolidated in thl ’s group financial statements under NZ IFRS 10 Consolidated Financial

Statements.

The following table summarises the equity accounted investment in AMLP up to the date of acquisition:

28 FEBRUARY 2021

$000’S

30 JUNE 2020

$000’s

Investment in AMLP, beginning balance

10,2248,797

Share of profits recognised against the investment balance during the period

181,427

Investment in AMLP at date of acquisition

10,24210,224

19. Acquisition of Action Manufacturing LP (AMLP) (continued)

The assets acquired from AMLP constitute a “business” under NZ IFRS 3 Business Combinations. Step acquisition accounting

is applied because of the joint control that thl had prior to the acquisition. In accordance with NZ IFRS 3, share consideration

should be measured at fair value on the date of acquisition.

The parties agreed to the purchase price of $9M, which was to be paid by thl issuing ordinary shares to the value of $7.5M to

Alpine Bird Manufacturing, and $1.5M to be paid in cash. The total number of ordinary shares were 3,260,870, determined at $2.3

per share, equivalent to the weighted average price for thl shares for the 30 trading day period prior to the agreement date.

The fair value of the share on acquisition date of $2.25 was based on the closing share price on the last working date prior to the

effective date of the Agreement.

These shares are “Restricted Shares” in accordance with the Agreement because there are restrictions over the number of

shares that can be sold within a 24 month period f rom completion of the transaction.

Based on this, the table below summarises the fair value of the consideration paid for the remaining 50% shareholding:

28 FEBRUARY 2021

$000’S

Issued capital of Tourism Holdings Limited

7,337

Cash consideration

1,500

Total consideration transferred for the remaining 50% equity interest in AMLP

8,837

NZ IFRS 3 also requires the acquirer to re-measure its previously held equity interest in the acquiree at its acquisition date

fair value. AMLP is not publicly traded so the fair value for previously held equity interest was derived by reference to the

consideration transferred for the remaining 50%, which is $8.837M. As a result, a fair value adjustment loss of $1.406M has been

recognised in the profit and loss in relation to the previously held 50% equity interest.

28 FEBRUARY 2021

$000’S

Investment in AMLP at date of acquisition

10,243

Fair value of previously held 50% equity interest

(8,837)

Loss f rom fair value of previously held 50% equity interest

1,406

The total consideration of $17.674M (being the implied fair value for 100% of AMLP) resulted in a gain on acquisition of $29k to be

recognised in the profit and loss.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20219293

19. Acquisition of Action Manufacturing LP (AMLP) (continued)
The table below summarises the fair value of the assets and liabilities acquired at 28 February 2021:

28 FEBRUARY 2021

$000’S

Recognised amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents

6,131

Trade and other receivables*

4,409

Prepayments

75

Inventories

11,065

Property, plant and equipment

6,738

Other assets

76

Total assets

28,494

Trade and other payables

(3,474)

Warranty provisions

(432)

Revenue received in advance

(1,652)

Employee benefits

(857)

Borrowing

(748)

Lease liabilities

(3,628)

Total liabilities

(10,791)

Net identifiable assets acquired

17,703

Gain on AMLP acquisition

(29)

Net assets acquired

17,674

*The fair value of acquired receivable is $4,409k. There is no loss allowance recognised on acquisition

For comparative reporting purposes, the following table provides summary information of 100% AMLP:

28 FEBRUARY 2021

$000’S

30 JUNE 2020

$000’S

Revenue

27,29064,147

Expenses

(27,254)(61,293)

Profit before income tax

362,854

Assets

Non-current assets

9,62410,599

Cash and cash equivalents

6,1316,309

Current assets

15,54929,718

31,30446,626

Liabilities

Non-current liabilities including partner advances

(3,844)(4,478)

Current liabilities

(6,976)(21,700)

(10,820)(26,178)

Net assets

20,48420,448

The Group’s 50% share of AMLP net assets

10,24210,224

20. Investments in associate

Associates

Associates are all entities over which the Group has significant influence, but not control, generally accompanying

a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the

equity method of accounting and are initially recognised at cost. The Group’s share of its associates’ post-acquisition

profits or losses is recognised in the income statement.

The share of profits/(losses) recognised in the income statements are as follows:

2021

$000’S

2020

$000’s

Just go

759(376)

Outdoria (up to 31 July 2020)

(41)–

Total

718(376)

Just go

In March 2015, the Group acquired a shareholding of 49.0% in Skewbald Limited (trading as Just go) for GBP £1,744k. Just go is

a motorhome rental business operating in the United Kingdom. The investment has been accounted for as an investment in

associate, and the Group’s share of associates profits have been recognised with the Group’s investment.

2021

$000’S

2020

$000’s

Just go

4,9364,044

Total

4,9364,044

Outdoria

thl initially acquired 46% shareholding in Outdoria Pty Limited (Outdoria) as part of the Togo Group exit arrangement in March

2020. thl has established significant influence over Outdoria and has therefore accounted for its investment in Outdoria using

the equity method.

On 31 July 2020, Outdoria bought back 18.2% of the shares which resulted in an increase in thl ’s shareholding to 59.73%, making

thl a majority shareholder with majority Board control. On this basis, thl has obtained control over Outdoria and has since this

date consolidated it in the Group but with a corresponding non-controlling interest for the remaining 40.27%.

The transaction was accounted for as a step acquisition under NZ IFRS 3 Business Combinations, and based on the Group’s

assessment of the fair value of Outdoria’s net identifiable assets and liabilities and fair value of consideration, thl recognised a

($2.0M) non-controlling interest (NCI) on an acquisition-by-acquisition basis at the NCI’s proportionate share of Outdoria’s net

identifiable liabilities and $659k goodwill at the Group level.

thl Integrated Annual Report 2021949595

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

21. Subsidiaries
The principal activities of the Parent company and trading subsidiaries are motorhome rental (Tourism Holdings Australia Pty

Limited, JJ Motorcars Inc and El Monte Rents Inc) and attractions (Waitomo Caves Limited).

Outdoria is 59.73% owned, all other subsidiaries are 100% and therefore the Group is deemed to have control and have been fully

consolidated f rom the date which control has been attained (30 June 2020: 100%). All subsidiaries have 30 June balance dates.

Material subsidiary companies at 30 June 2021 and 2020 are:

% EQUTY INTEREST

NAMECOUNTRY OF INCORPORATION20212020

Tourism Holdings Australia Pty LimitedAustralia100100

Waitomo Caves LimitedNew Zealand100100

JJ Motorcars IncUnited States of America100100

El Monte Rents Inc United States of America100100

Tourism Holdings USA IncUnited States of America100100

TH2connect GP Limited (f rom 23 March 2020)New Zealand100100

Action Manufacturing Group GP (f rom 28 February 2021)New Zealand100100

Outdoria Pty Limited (f rom 31 July 2020)Australia60–

Section D – Managing funding

In this section

This section explains how thl manages its capital structure and working capital, the various funding sources and distributions

to shareholders. In this section of the notes there is information about:

a) Equity;

b) Debt;

c) Receivables and payables; and

d) Financial instruments.

22. Share capital

2021

SHARES

000’S

2020

SHARES

000’s

2021

$000’S

2020

$000’s

Ordinary shares

Opening balance

148,015132,036269,988217,012

Issue of ordinary shares – redeemable ordinary shares converted

150377273658

Transfer f rom employee share scheme reserve for redeemable shares converted

––3172

Issue of ordinary shares – in lieu of Directors’ fees

6380142160

Ordinary shares to be issued – in lieu of Directors’ fees accrued at 30 June

––21(24)

Ordinary shares Issued under Dividend Reinvestment Plan

–855–3,484

Ordinary shares issued as part consideration for AMLP

3,261–7,337–

Ordinary shares issued – rights offer

–14,667–49,869

Less transaction cost arising on shares issued

–––(1,243)

Closing balance

151,489

148,015

277,792269,988

The total authorised number of ordinary shares is 151,489,050 shares (2020: 148,014,900) and these are classified as equity.

The shares have no par value. All ordinary shares are issued and fully paid. All ordinary shares rank equally with one vote

attached to each fully paid ordinary share.

There are 985,630 redeemable ordinary shares on issue that are convertible on a 1:1 basis to ordinary shares (2020: 1,478,830).

If these convert to ordinary shares per the terms outlined in note 34, total shares on issue will be 152,474,680 (2020: 149,493,730).

In the current year redeemable ordinary shares were cancelled in November 2020 (193,200) and April 2021 (150,000). There were

150,000 redeemable ordinary shares that were converted to ordinary shares in March 2021. In the prior year redeemable ordinary

shares were converted to ordinary shares in August 2019 (176,666) and November 2019 (200,000). There were no cancellation of

redeemable ordinary shares in FY2020.

In the current year 851,667 share options were cancelled in July 2020. There were no cancellation of share options in the prior year.

Ordinary shares were issued to directors in lieu of Directors’ fees per the terms outlined in note 33. Shares were issued in October

2020 (26,027) and April 2021 (37,253). In the prior year shares were issued to Directors in lieu of Directors fees in October 2019

(20,188) and April 2020 (59,645). At 30 June 2021 share capital includes $42,000 accrual for shares to be issued in lieu of Directors’

fees (2020: $21,000).

In the prior year 855,082 ordinary shares were issued in October 2019 at an issue price of $4.069 per share to shareholders who

elected to participate in the Dividend Reinvestment Plan.

In June 2019, the Group announced a placement and pro rata rights offer capital raise. As part of this, approximately $50M

fully underwritten pro-rate 1 for 9 rights offer at $3.40 per share settled in July 2019 resulting in the issuance of an additional

14,667,436 shares with an incremental directly attributable issue costs of $1.243M in 2020.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20219697

23. Retained earnings
2021

$000’S

2020

$000’s

Balance at beginning of the year

55,81556,176

(Loss)/profit for the year

(13,675)27,356

Adjustment on adoption of NZ IFRS 16 (net of tax)

–(7,150)

Dividends on ordinary shares

–(20,567)

Transfer f rom employee share scheme reserve

173–

Balance at end of the year

42,31355,815

24. Other reserves

Foreign currency translation reserve

Exchange differences arising on the translation of foreign operations are taken to the foreign currency translation reserve.

When any net investment is disposed of, the related component of the reserve is recognised in the income statement as part

of the gain or loss on disposal.

The closing exchange rates used to translate the statement of financial position are as follows:

20212020

NZD/AUD

0.93100.9340

NZD/USD

0.69980.6426

NZD/GBP

0.50500.5220

Employee share scheme

The employee share scheme reserve is used to recognise the accumulated value of redeemable shares granted which have

been recognised in the income statement. In accordance with the Group’s accounting policy, amounts accumulated in the

executive share scheme reserve have been transferred to share capital on the exercise of the options or to retained earnings

when they have been forfeited (refer to note 34).

2021

$000’S

2020

$000’s

Foreign currency translation reserve

Balance at beginning of the year

4,9257,549

Currency translation differences (net of tax)

(8,929)6,442

Foreign currency gain transferred to income statement in relation to Togo transaction

–(9,066)

Balance at year end

(4,004)4,925

Employee share scheme reserve

Balance at beginning of the year

1,066763

Value of employee services charged to the income statement

2,112375

Transfer to retained earnings

(173)–

Transfer to share capital

(31)(72)

Balance at year end

2,9741,066

Total other reserves

(1,030)5,991

25. Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently

stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value

is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of

the liability for at least 12 months after the balance date.

Borrowing costs are recognised as an expense in the period in which they are incurred, except for borrowing costs

directly attributable to the acquisition, construction or production of a qualifying asset, which are capitalised.

Qualifying assets are those assets that necessarily take an extended period of time (six months or more) to get ready

for their intended use.

2021

$000’S

2020

$000’s

Non-current

Bank borrowings

84,460163,322

Other borrowings

2,199–

86,659163,322

Current

Other borrowings

125–

Total borrowings

86,784163,322

2021

$000’S

2020

$000’s

Maturity of non-current portion

One to two years

2,19987,846

Two to three years

84,46075,476

Three to five years

––

86,659163,322

Interest rates (excluding line fees) applicable at 30 June 2021 on the bank term loans ranged f rom 1.80% to 3.15% p.a.

(2020: 1.0% to 4.8% p.a.).

The guaranteeing group consisting of Tourism Holdings Limited and all New Zealand, Australian and USA 100% owned

subsidiaries had, at balance date, multi-currency revolving cash advance facilities with Westpac Banking Corporation,

Westpac New Zealand Limited, ANZ Bank New Zealand Limited and Australia and New Zealand Banking Group Limited.

The Group has provided a composite first ranking debenture over the assets and undertakings of the Group in New Zealand,

Australia and the US.

The facility agreement was amended in June and August 2021. The amended agreement includes committed facilities for

debt funding of approximately $250M ($200M available f rom the effective date of the agreement and an additional $50M

f rom December 2021). The facility consists of a number of tranches maturing between June 2023 and June 2024.

The amended agreement also includes:

• a requirement for consent f rom the Group’s banking partners for any distribution to shareholders during the term

of the facilities;

• the Group’s leverage ratio and interest coverage ratio will not be used as a primary covenant test until 30 September 2022,

however other existing covenants (equity ratio and guaranteeing group ratio) remain applicable; and

• new covenants relating to minimum shareholder funds, and a cumulative EBITDA requirement (tested quarterly) f rom the

period ending 30 September 2021 have been added. If the EBITDA target is not achieved, a leverage ratio covenant applies.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 20219899

25. Borrowings (continued)
The Group has assessed forecast compliance with these covenants by preparing a cash flow scenario forecast for the Group for

the next four years and using the forecast to calculate the financial covenants at future calculation dates.

As at the sign-off date of these financial statements the Group is within the banking covenant requirements.

All markets that the Group operates in have experienced changes in external trading conditions in quarter one of FY22 as a

result of the ongoing impacts of COVID-19. Given the ongoing volatility of the current environment, there is a risk that actual

trading performance may fall below forecasts, noting that the US market has experienced a reduction in rental demand over

the calendar 2021 summer season relative to the last calendar year, which is lower than expected, and Australia and New

Zealand have also been affected by the ongoing impact of COVID-19. However, the Group has the option to control its fleet size

as necessary in order to achieve results that comply with the banking facility requirements. On this basis, the Board expects that

the Group will be able to meet its undertakings and covenants in relation to the banking facility and will have sufficient cash to

discharge its liabilities as they fall due, for at least one year from the date the financial statements are approved.

Having regard to all of the above, the Board’s assessment acknowledges that there are uncertainties that may require the

Board to make changes to the business to respond to the uncertainties but the primary levers available is to adjust fleet levels

through increased fleet sales, reduced fleet capital expenditures or changing the timing of fleet purchases.  This is similar to

the approach that has been adopted in the year ended 30 June 2021.  Accordingly, the Board’s assessment is that there is no

material uncertainty and it has been concluded that the going concern assumption is appropriate. Therefore these financial

statements have been prepared on the basis of a going concern.

In accordance with NZ IFRS 9 Financial Instruments, the amendment was treated as an extinguishment of the existing liability

followed by the recognition of a new liability.

The carrying amounts of the Group’s borrowings are denominated in the following currencies:

2021

$000’s

2020

$000’s

New Zealand dollar

8,12237,218

Australian dollar

3,7595,889

United States American dollar

71,449116,873

Pounds sterling

3,4543,342

86,784163,322

The Group has the following undrawn borrowing facilities:

2021

$000’s

2020

$000’s

Floating rate

– Expiring beyond one year

116,29849,858

The Group capitalised $558k of borrowing costs (2020: nil) for establishment fees in relation to the refinancing.

26. Other commitments

As at 30 June 2021, the Group no longer has the $30M Documentary Letter of Credit Facility as part of the interchangeable

working capital facility. The amount drawn at 30 June 2020 was $14,429k.

27. Trade and other receivables

Trade and other receivables are recognised initially at fair value plus transaction costs and subsequently measured at

amortised cost using the effective interest method, less provision for impairment. From 1 July 2018, the Group assesses

on a forward looking basis the expected credit losses associated with its trade and other receivables which are carried

at amortised cost. The impairment methodology applied depends on whether there has been a significant increase

in credit risk.

The Group applies the simplified approach permitted by NZ IFRS 9, which requires expected lifetime losses to

be recognised f rom initial recognition of the receivables. To measure the expected credit losses, trade and other

receivables have been grouped based on shared credit risk characteristics and the days past due. The expected loss

rates are based on the historical credit losses experienced. Where appropriate, the historical loss rates are adjusted to

reflect current and forward-looking information.

2021

$000’s

2020

$000’s

Trade receivables

17,32414,083

Less provision for impairment of receivables

(1,203)(2,106)

Trade receivables – net

16,12111,977

Prepayments

3,7884,439

Other receivables

3,75812,483

Receivable under buy-back arrangement

5,01431

Total trade and other receivables

28,68128,930

At June 2021 trade and other receivables includes $5,014k (June 2020: $31k) relating to vehicles purchased under a short term

buy-back arrangement. This agreement involves purchasing vehicles to be used in the fleet for a period less than 12 months

and then sold back to the supplier. On initial recognition, thl recognised the cash paid for the vehicles, the price expected to

be received upon resale, and the balancing amount of the two is considered the lease expense. The transaction is accounted

for as a short-term lease on the basis that:

• thl have an economic incentive to exercise their put option (selling the vehicles back to the supplier);

• thl have the right to use the vehicles for a fixed period at a predetermined price; and

• the vehicles do not meet the definition of property plant and equipment.

Due to low risk of the counterparties for these arrangements, the assessed expected credit losses are immaterial.

There is no concentration of credit risk with respect to trade receivables, as the Group has a large number of customers,

internationally dispersed.

The Group has recognised a decrease of $903k (2020: $1,099k increase) in the provision for the impairment of its trade

receivables which has been included in other operating expenses. The Group has written off, to other operating expenses,

$864k (2020: $154k) of balances of receivables during the year ended 30 June 2021.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021100101

28. Trade and other payables
Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business

from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the

normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value net of transaction costs and subsequently measured at amortised

cost using the effective interest method.

2021

$000’s

2020

$000’s

Trade payables

12,13320,566

Accrued expenses and other payables

13,13016,435

Total trade and other payables

25,26337,001

29. Financial instruments

Classification of financial assets

The Group classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value (either through Other Comprehensive Income (OCI) or through

profit or loss); and

• Those to be measured at amortised cost.

The classification depends on the business model for managing the financial assets and the contractual terms of the

cash flows.

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

Measurement of financial assets

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at

fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial

asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and

the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its

debt instruments:

Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely

payments of principal and interest are measured at amortised cost. Interest income from these financial assets is

included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is

recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and

losses. Impairment losses are presented as separate line item in the statement of profit or loss.

FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the

assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the

carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and

foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the

cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other

gains/(losses). Interest income from these financial assets is included in finance income using the effective interest

rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are

presented as separate line item in the statement of profit or loss.

29. Financial instruments (continued)

FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt

investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/

(losses) in the period in which it arises.

The interest rate swaps in place as at 30 June 2021 and 30 June 2020 qualified as cash flow hedges under NZ IFRS 9.

The Group’s risk management strategies and hedge documentation are aligned with the requirements of NZ IFRS 9

and these relationships are therefore treated as hedges.

The table below represents the measurement categories of the financial instruments:

20212020

FINANCIAL


ASSETS AT

AMORTISED COST

$000’s

FINANCIAL

ASSETS VALUE

THROUGH

PROFIT OR

LOSS

$000’s

DERIVATIVES

USED FOR

HEDGING

$000’s

TOTAL

$000’s

FINANCIAL

ASSETS AT

AMORTISED COST

$000’s

FINANCIAL

ASSETS VALUE

THROUGH

PROFIT OR

LOSS

$000’s

DERIVATIVES

USED FOR

HEDGING

$000’s

TOTAL

$000’s

Assets

Advance to joint venture

––––655––655

Total cash and cash

equivalents38,087––38,08735,514––35,514

Retained interest in Togo

(note 18)–20,835–20,835–21,382–21,382

Total trade and other

receivables24,893––24,89324,491––24,491

Derivative financial

instruments––––––66

20212020

MEASURED AT


AMORTISED COST

$000’s

MEASURED AT

FAIR VALUE

THROUGH

PROFIT OR

LOSS

$000’s

DERIVATIVES

USED FOR

HEDGING

$000’s

TOTAL

$000’s

MEASURED AT

AMORTISED COST

$000’s

MEASURED

AT FAIR VALUE

THROUGH

PROFIT OR LOSS

$000’s

DERIVATIVES

USED FOR

HEDGING

$000’s

TOTAL

$000’s

Liabilities

Interest bearing loans

and borrowings

86,784––86,784

163,322


–163,322

Derivative financial

instruments––5,2725,272



9,3039,303

Trade and other payables

22,495––22,495

33,646


–33,646

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021102103

Section E – Managing risk
In this section

This section explains the financial risks thl faces, how these risks affect thl ’s financial position and performance, and how thl

manages these risks. In this section of the notes there is information:

a) Outlining thl ’s approach to financial risk management; and

b) Analysing financial (hedging) instruments used to manage risk.

In the normal course of business the Group is exposed to a variety of financial risks including foreign currency, interest rate,

credit and liquidity risks. To manage this risk the Group’s treasury activities are performed by a central treasury function and are

governed by Group policies approved by the Board of Directors.

The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise

potential adverse effects on the Group’s financial performance. The Group does not enter into derivative financial instruments

for trading or speculative purposes.

30. Financial risk management

Currency risk

The Group operates internationally and is exposed to foreign exchange risk arising f rom various currency exposures, primarily

with respect to the Australian dollar and the United States dollar. Foreign exchange risk arises when future commercial

transactions are in currencies other than functional currency.

Foreign exchange exposures on future commercial transactions incurred by operations in currencies other than their functional

currency are managed by using forward currency contracts in accordance with the Group’s treasury policy.

The Parent makes purchases in foreign currency and is exposed to foreign currency risk. This is managed by utilisation of

forward currency contracts f rom time to time in accordance with the Group’s treasury policy.

Exchange rate sensitivity

The following table shows the impact of a 5 cent movement up or down in the New Zealand dollar vs the Australian dollar and

United States dollar and the impact that this exchange rate change has on reported net profit after tax and equity. The table

shows the post-tax impact on reported profit and equity in relation to currency risk, as described above, and does not include

the impact of translation risk, as described in note 24. A 5 cent change is considered a reasonable possible change based on

prior year movements.

2021

$000’S

2020

$000’s

Post-tax impact on reported profit and equity of:

A 5 cent increase in the NZ dollar vs the AU dollar

(2)–

A 5 cent increase in the NZ dollar vs the US dollar

(6)(9)

A 5 cent decrease in the NZ dollar vs the AU dollar

2–

A 5 cent decrease in the NZ dollar vs the US dollar

69

Interest rate risk

The Group’s interest rate risk primarily arises f rom long-term borrowings, cash and cash equivalents. Borrowings issued at

variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value

interest rate risk.

The Group manages its cash-flow interest rate risk by using floating to fixed interest rate derivative contracts. Such interest rate

derivative contracts have the economic effect of converting borrowings from floating rates to fixed rates. Generally the Group

raises long term borrowings at floating rates that are lower than those available if the Group borrowed at fixed rates directly.

Under the interest rate derivative contracts, the Group agrees with other parties to exchange, at specified intervals (mainly

quarterly), the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed

notional principal amounts.

30. Financial risk management (continued)

The Group maintains cash on overnight deposit in interest bearing bank accounts.

The following tables set out the interest rate repricing profile and current interest rate of the interest bearing financial assets

and liabilities:

EFFECTIVE

INTEREST

RATE

FLOATING

$000’s

FIXED UP

TO 1 YEAR

$000’s

FIXED

1-2 YEARS

$000’s

FIXED

2-5 YEARS

$000’s

FIXED

>5 YEARS

$000’s

TOTAL

$000’s

As at 30 June 2021

Assets

Cash and cash equivalents

0.0%38,087––––38,087

38,087––––38,087

Liabilities

Bank borrowings*

7.9%–1252,19984,460–86,784

–1252,19984,460–86,784

Interest rate derivative contracts**

2.9%–17,86218,36454,4794,28794,992

The effective interest rate of Group borrowings is 7.9% including the impact of the interest rate swaps and line fees on facilities.

EFFECTIVE

INTEREST

RATE

FLOATING

$000’s

FIXED UP

TO 1 YEAR

$000’s

FIXED

1-2 YEARS

$000’s

FIXED

2-5 YEARS

$000’s

FIXED

>5 YEARS

$000’s

TOTAL

$000’s

As at 30 June 2020

Assets

Advance to joint venture

3.6%655––––655

Cash and cash equivalents

0.0%35,514––––35,514

36,169––––36,169

Liabilities

Bank borrowings*

5.6%–163,322–––163,322

–163,322–––163,322

Interest rate derivative contracts**

3.0%–20,90819,45268,93012,449121,739

* Bank borrowing interest rates profile is shown prior to the impact of the interest rate swaps

** Notional contract amounts and include forward starting interest rate swaps

Interest rate sensitivity

At year-end the floating bank borrowings and cash deposits were subject to interest rate sensitivity risk. The remaining

borrowings are fixed using interest rate derivative contracts. If the Group’s floating borrowings and deposits year-end balances

remained the same throughout the year and interest rates moved by 1.0% then the impact on profitability and equity is as follows:

2021

$000’S

2020

$000’s

Pre-tax impact of:

An increase in interest rates of 1%

(177)(653)

A decrease in interest rates of 1%

177653

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021104105

30. Financial risk management (continued)
At year end the value of interest rate derivative contracts used as cash flow hedges were subject to interest rate risk in relation to

the value recognised in equity. If interest rates moved by 1% across the yield curve then the impact on the fair value of the swaps

on equity is shown in the following table. A movement of 1%, or 100bps, is considered by management as a reasonable estimate

of a possible shift in interest rates for the year based on historical movements. There is $251k of ineffective interest rate swaps

recognised in the income statement in relation to the valuation of the interest rate swaps. The remaining interest rate swaps

were effective as at 30 June 2021.

2021

$000’S

2020

$000’s

Post tax impact on equity of a 1% move in interest rates

An increase in interest rates of 1% across the yield curve

1,6132,467

A decrease in interest rates of 1% across the yield curve

(1,643)(2,529)

Credit risk

The Group has a concentration of credit risk in respect of the amount outstanding f rom the buy-back arrangement and the

other receivables. The Group has no other significant concentrations of credit risk. Policies are in place to ensure that wholesale

sales of products and other receivables arising are made to customers with an appropriate credit history. Sales to retail

customers are made in cash or via major credit cards. Derivative contract counterparties and cash on deposit are limited to

high credit rated quality financial institutions.

The Group considers its maximum exposure to credit risk as follows:

2021

$000’S

2020

$000’s

Bank balances

38,08735,514

Advance to joint ventures

–655

Trade receivables (net of impairment provision)

16,12110,164

Other receivables

3,75814,296

Receivable under buy-back arrangement

5,01431

62,98060,660

The Group has numerous credit terms for various customers. The terms vary f rom cash, monthly and greater depending on

the service and goods provided and the customer relationship. Collateral is not normally required. All trade receivables are

individually reviewed regularly for impairment as part of normal operating procedures and, where appropriate, a provision is

made. Trade receivables less than three months overdue are not considered impaired. Overdue amounts that have not been

provided for relate to customers that have a reliable trading credit history and no recent history of default.

NOTES

2021

$000’S

2020

$000’s

Trade receivable analysis

Debtors past due

3,4197,621

Impairment provision

(1,203)(2,106)

Debtors past due but not impaired

2,2165,515

Debtors current

13,9056,462

Total trade debtors

2716,12111,977

30. Financial risk management (continued)

2021

$000’S

2020

$000’s

Ageing of debtors past due

1-30 days

1,0551,605

31-60 days

1,214624

61-90 days

3231,922

91+ days

8273,470

Total debtors past due

3,4197,621

There is no overdue balance in other receivables and receivables under buy-back arrangement as at 30 June 2021 (2020: nil).

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding

through an adequate amount of credit facilities and the ability to close out market positions. Due to the dynamic nature of

the underlying businesses, Group Treasury aims to maintain flexibility in funding by rolling the draw downs on a short term

basis and keeping credit lines available.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at

the reporting date to the contractual maturity date.

The amounts disclosed are the contractual undiscounted cash flows.

UP TO

1 YEAR

$000’s

BETWEEN

1-2 YEARS

$000’s

BETWEEN

2-5 YEARS

$000’s

GREATER

THAN 5

YEARS

$000’s

TOTAL

$000’s

CARRYING

VALUE

$000’s

Year ended 30 June 2021

Trade and other payables

22,495–––22,49522,495

Bank borrowings

4,5786,62988,213–99,42086,784

Lease liabilities

12,02510,51223,16949,44095,14673,266

Interest rate and foreign currency derivative contracts*

2,2641,6992,433796,4755,272

41,36218,840113,81549,519223,536187,817

UP TO

1 YEAR

$000’s

BETWEEN

1-2 YEARS

$000’s

BETWEEN

2-5 YEARS

$000’s

GREATER

THAN 5

YEARS

$000’s

TOTAL

$000’s

CARRYING

VALUE

$000’s

Year ended 30 June 2020

Trade and other payables

33,646–––33,64633,646

Bank borrowings

5,76592,71677,219–175,700163,322

Lease liabilities

10,9709,91825,79163,465110,14481,871

Interest rate and foreign currency derivative contracts*

2,1551,9473,7774578,3369,303

52,536104,581106,78763,922327,826288,142

* The amounts expected to be payable on a net basis in relation to the interest rate swaps have been estimated using forward interest rates

applicable at the reporting date

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021106107

30. Financial risk management (continued)
Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order

to provide returns for shareholders and benefits for other stakeholders and maintain an optimal capital structure to reduce

the cost of capital. The Group considers capital to be share capital and interest bearing debt. To maintain or alter the capital

structure the Group has the ability to review the amount of dividends paid to shareholders, return capital to shareholders, issue

new shares, reduce or increase debt or sell assets.

There are a number of externally imposed bank covenants required as part of seasonal and term debt facilities. These covenants

are calculated monthly and reported to banks quarterly. The most significant covenants relating to capital management are

Net Interest Bearing Debt to EBITDA ratio, and an Equity to Total Assets ratio (net of intangible assets) (note 25). There have been

no breaches or events of review for the current or prior period.

Seasonality

The tourism industry is subject to seasonal fluctuations with peak demand for tourism attractions and transportation over

the summer months. The operating revenue and profits of the Group’s segments are disclosed in note 1. New Zealand and

Australia’s profits are typically generated over the southern hemisphere summer months and the United States of America’s

profits are typically generated over the northern hemisphere summer months. Due to the seasonal nature of the businesses,

the risk profile at year end is not representative of all risks faced during the year.

31. Derivative financial instruments

Derivative financial instruments and hedging activities

The Group enters into interest rate swaps and other derivatives to hedge interest rate risk.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently

remeasured at their fair value at the end of each reporting period. The method of recognising the resulting gain or loss depends

on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group

designates certain derivatives as hedges of a particular risk associated with a recognised asset or liability or a highly probable

forecast transaction (cash flow hedge).

The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items,

as well as its risk management objectives and strategy for undertaking various hedge transactions. The Group also documents

its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging

transactions are highly effective in offsetting changes in fair value or cash flows of hedged items.

Movements on the hedging reserve in shareholders’ equity are shown in the notes. The full fair value of hedging derivatives

is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months, and as a

current asset or liability if the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified

as a current asset or liability.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are

recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

(The gain or loss relating to the interest rate swaps are recognised in interest expenses).

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or

loss (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest

rate swaps hedging variable rate borrowings is recognised in the income statement within ‘finance expenses’. The gain or

loss relating to the effective portion of forward foreign exchange contracts hedging export sales is recognised in the income

statement within ‘sales’. However, when the forecast transaction that is hedged results in the recognition of a non-financial

asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from

equity and included in the initial measurement of the cost of the asset or liability.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any

cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative

gain or loss that was reported in equity is immediately transferred to the income statement.

31. Derivative financial instruments (continued)

2021

ASSETS

000’S

2021

LIABILITIES

000’S

2020

ASSETS

$000’s

2020

LIABILITIES

$000’s

Interest rate swaps – current portion

–148–110

Foreign currency swaps – current portion

––6–

Cash flow hedges – total current portion

–1486110

Interest rate swaps – non current portion

–5,124–9,193

Cash flow hedges – total non current portion

–5,124–9,193

Total cash flow hedges

–5,27269,303

The ineffective portion recognised in the profit or loss that arises from cash flow hedges in 2021 amount to $251k (2020: nil).

Interest rate swaps

The notional principal amounts of the outstanding interest rate swap contracts at 30 June 2021 were $87,848k (2020: $110,958k).

At 30 June 2021, the fixed interest rates vary from 2.13% to 4.74% (2020: 1.07% to 5.0%).

The liquidity table in note 30 identifies the periods in which the cash flows are expected to occur. The periods in which the cash

flows are expected to impact the profit or loss are materially the same.

Fair values

The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair values:

• Derivative financial instruments are carried at fair value as discussed below.

• Receivables and payables are short term in nature and, therefore, approximate fair value.

• Interest bearing liabilities re-price at least every 90 days and, therefore, approximate fair value.

Financial instruments of the Group that are measured in the statement of financial position at fair value are classified by level

under the following fair value measurement hierarchy:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

(that is, as prices) or indirectly (that is, derived f rom prices).

Level 3 Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of

the lowest input to the fair value measurement. If a fair value measurement uses observable inputs that require significant

adjustment based on unobservable inputs, the measurement is a Level 3 measurement.

The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as of the date of the event or

change in circumstances that caused the transfer.

As at 30 June 2021 the Group’s assets and liabilities measured at fair values are derivative financial instruments which are

classified within Level 2 of the fair value hierarchy (2020: Level 2), and the Class B preference shares in Togo Group (Note 18)

are classified within Level 3 of the fair value hierarchy.

The methods used in determining fair value are as follows:

Derivative financial instruments

The fair value of derivative financial instruments is calculated using quoted prices. Where such prices are not available, use is

made of discounted cash flow analysis using the applicable yield curve or available forward price data for the duration of the

instruments.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021108109

31. Derivative financial instruments (continued)
The following inputs are used for fair value calculations of derivatives:

• Interest rate forward price curve – Published market swap rates

• Foreign exchange forward prices – Published spot foreign exchange rates and interest rate

differentials

• Discount rate for valuing interest rate derivatives – The discount rates used to value interest rate derivatives are

published market interest rates as applicable to the remaining

life of the instrument

• Discount rate for valuing forward foreign exchange contracts – The discount rates used to value interest rate derivatives are

published market interest rates as applicable to the remaining

life of the instrument

There were no changes to these valuation techniques during the period. There were no transfers of derivative financial

instruments between levels of the fair value hierarchy during the year.

Class B preference shares in Togo Group

The valuation technique to calculate the fair value of class B preference shares in Togo Group has been disclosed in note 18.

The following unobservable inputs are used for the fair value of class B preference shares in Togo Group:

UNOBSERVABLE

INPUTS

SOURCE

OF INPUTSINPUT ADOPTED

REASONABLE

POSSIBLE SHIFT

+/- (ABSOLUTE

VALUE)

CHANGE IN

VALUATION +/-

• Face value of class A shares

in Togo

– The 2020 Agreement between thl and ThorUSD20.18M

Nil*Nil*

• Preferred dividend yield– The 2020 Agreement between thl and Thor3%

Nil*Nil*

• Share price return volatility

of Togo

– Historical volatility estimates of listed

comparator companies

40%

5%+/- USD0.7M

* The input value is stated in the 2020 Agreement between thl and Thor. The implied value of the Class B Shares is therefore capped at USD20.18M.

If the value of the Class B shares shifts down by 20% (Class B shares value reduced to USD$16.1M), this also correspondingly decreases the value of

the call option

32. Cash flow hedge reserve

2021

$000’S

2020

$000’s

Balance at beginning of year

(6,695)(4,483)

Fair value gain/(loss)

4,025(3,074)

Deferred tax on fair value (loss)/gain

(1,127)862

Ineffective interest rate swap transferred to income statement (net of tax)

180–

(3,617)(6,695)

The cash flow hedge reserve is used to record gains or losses on hedging instruments that are recognised directly in equity.

The hedging instruments are used to manage interest rate risk. Amounts are recognised in the income statement when the

associated hedged transaction affects profit and loss.

Section F – Other

In this section

This section includes the remaining information relating to thl’s consolidated financial statements which is required to comply

with financial reporting standards.

33. Related party transactions

Key management compensation

2021

$000’S

2020

$000’s

Salaries and other short term employee benefits

3,9404,461

Share based payments benefits

1,341375

Total positions included in the key management compensation are 12 (2020: 15).

Executive management do not receive any Directors’ fees as Directors of subsidiary companies.

Directors’ fees

2021

$000’S

2020

$000’s

Directors’ fees

660618

Shares issued in lieu of cash

At the 2013 Annual Meeting of shareholders, shareholder approval was obtained for thl to issue shares in whole or in part

payment of directors’ remuneration. Currently, Rob Campbell and Rob Hamilton have elected to receive 50% of their director

fees in shares, and Debbie Birch has elected to receive 33% of her director fees in shares. Shares issued in lieu of directors’ fees

are as follows:

SHARES 000’sVALUE $000’s

20212020 20212020

Shares issued in lieu of cash

6380142160

Shares to be issued to Directors at 30 June

––4221

Grant Brady (Director of AMLP)

Grant Brady, Director of AMLP, is a minority shareholder and director of Bush Road Enterprises Limited. thl subleases

a property in Bush Road which is owned by Bush Road Enterprises Limited. The cost of the subleases and operating expenses

are set out in the table below:

2021

$000’S

2020

$000’s

Cost of sublease and operating expenses

545486

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021110111

33. Related party transactions (continued)
Action Manufacturing LP

Grant Brady is a shareholder in another entity, Alpine Bird Manufacturing Limited, that owned 50% of Action Manufacturing

Limited Partnership (“AMLP”) until 28 February 2021 (note 19). AMLP manufactures the motorhomes and campervans used

by Rentals New Zealand, manufactures motorhomes and parts for Rentals Australia, and manufactures specialty vehicles for

external customers. Pricing is based on the cost of manufacture plus an agreed margin set out in the Limited Partnership

Agreement. During the year, the Group sold certain ex-rental vehicles to AMLP to repurpose and resell. AMLP also subleases

part of the Bush Road property described above.

8 MONTHS TO 28

FEBRUARY 2021

$000’S

2020

$000’s

Purchase of motorhomes by the Group f rom the joint venture

12,70644,171

Sales of vehicles by the Group to the joint venture

5341,177

Interest charged to the joint venture

3737

Management of Mighway vehicles

105

Just go

In the year ended 30 June 2021 the Group did not purchase motorhomes f rom Just go (June 2020: $13,096k). As at 30 June 2021,

the Group had no commitment to purchase motorhomes f rom Just go (2020: $nil).

Schork Family

As part of the consideration for the acquisition of El Monte Rents Inc, the Group issued 3,384,266 ordinary shares to entities

associated with the Schork family. An entity associated with the Schork family provides warranties to customers of El Monte

Rents Inc - the total amount paid by customers during 2021 was $443k (June 2020: $300k). At the time of the acquisition, the

Group entered into a number of property lease agreements with entities associated with the Schork family. The leases are in

relation to branches used by El Monte RV. The cost of the leases are set out in the table below:

2021

$000’S

2020

$000’s

Total lease payments

3,0343,226

Cathy Quinn

Cathy Quinn was appointed to the Board of Directors in September 2017. Cathy is a consultant and former partner at

MinterEllisonRuddWatts (MinterEllison). MinterEllison has provided legal services to thl. The amounts paid for the legal services

are set out in the table below:

2021

$000’S

2020

$000’s

Legal services

181577

34. Share-based payments

Employee benefits

Share scheme

Share scheme 2009-16

From the 2009 financial year the Group has operated an equity-settled, share-based long term incentive plan for

the Chief Executive and other senior executives under which the Group receives services f rom the executives as

consideration for redeemable ordinary shares of the Group. The fair value of the employee services received in

exchange for the grant of the redeemable shares is recognised as an expense in the income statement. The total

amount expensed is determined by reference to the fair value of the redeemable shares granted.

Amounts accumulated in the employee share scheme reserve are transferred to share capital on redemption of the

redeemable shares or to retained earnings where they are forfeited or not exercised after the vesting date. At the end

of each reporting period, the Group revises its estimates of the number of redeemable shares that are expected to vest

based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the

income statement, with a corresponding adjustment to the employee share scheme reserve.

The terms of the scheme are contained in a trust deed, with the following main terms:

1. Redeemable shares are issued and held by THL Corporate Trustee Limited on behalf of the executive.

2. Prior to April 2015 the issue price of the redeemable shares was set based on the volume weighted average price of

Tourism Holdings Limited ordinary shares over the 10 days leading up to the issue date. From April 2015 the issue price

was calculated over a 20 day period leading up to the issue date, to align with the calculation of shares issued to Directors

in lieu of Directors’ fees.

3. One cent is payable on acceptance of the redeemable shares.

4. The redeemable shares are able to be converted to ordinary shares at the election of the executive after a minimum of two

years at a rate of one third of the issue per year. The exercise price payable by the executive is the issue price plus a cost of

equity adjustment for two years, less dividends paid for two years.

5. The redeemable shares are entitled to dividends only to the extent that they are paid up.

6. The maximum period that the redeemable shares can be on issue is six years.

7. Valuation of the redeemable shares for accounting purposes is done by KPMG using the Binomial Option Pricing Model.

The assessed value is charged to the income statement over the life of the scheme/option with a corresponding credit

to the employee share scheme reserve.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021112113

34. Share-based payments (continued)
Movements in the number of redeemable shares outstanding and their related weighted average exercise prices under the

2009 scheme are as follows:

AVERAGE

EXERCISE

PRICE*2016 GRANT2015 GRANT2014 GRANT

TOTAL

REDEEMABLE

SHARES

At 30 June 2019

$2.291,085,630569,866200,0001,855,496

FY2020 transactions

Redeemable shares exercised

$1.79(100,000)(76,666)(200,000)(376,666)

At 30 June 2020

985,630493,200–1,478,830

FY2021 transactions

Redeemable shares exercised

$1.84–(150,000)–(150,000)

Redeemable shares cancelled/forfeited

$1.63–(343,200)–(343,200)

At 30 June 2021

985,630––985,630

* Exercise price is issue price, less 1 cent paid, less dividends paid for two years, plus a cost of equity adjustment for two years

Convertible shares at 30 June 2021 were 985,630 (2020: 1,478,830).

Redeemable shares outstanding at year end have the following expiry dates and exercise prices:

EXPIRY DATE

EXERCISE

PRICE*

2021

REDEEMABLE

SHARES

2020

REDEEMABLE

SHARES

October 2020

$1.47–193,200

March 2021

$1.84–300,000

April 2022

$2.79985,630985,630

Redeemable shares outstanding

$2.79985,6301,478,830

Valuation of redeemable shares

221,767301,766

The value of the redeemable shares calculated using the Binomial Option Pricing Model is being amortised over the life of the

redeemable share rights. No expense in 2021 (2020: $15k) will accumulate in the employee share scheme reserve.

In arriving at the value of the redeemable share rights under the Binomial Option Pricing Model the following inputs have

been used:

20162015

Issue price$2.57

$1.41

& $1.78

Forecast dividend yield over the life of the transfer rights

6.1%8.9%

Risk f ree rate of interest over the exercise period of the share transfer rights

3.40%3.30%

Volatility of Tourism Holdings Limited share price returns mid point

23.0%26.0%

Cost of equity adjustment p.a.

12.30%11.50%

Note: the exercise prices above are adjusted for any dividends paid to date, but make no assumption about future dividends,

which will be deducted f rom the exercise price.

34. Share-based payments (continued)

Share scheme 2017

In the 2017 financial year the Group introduced an equity-settled, share-based long term incentive plan for the Chief

Executive and other senior executives under which the Group receives services f rom the executives as consideration

for Options to purchase ordinary shares of the Group. The fair value of the employee services received in exchange for

the grant of the Options is recognised as an expense in the income statement. The total amount to be expensed is

determined by reference to the fair value of the Options granted.

Amounts accumulated in the employee share scheme reserve are transferred to share capital on the exercise of

the Options or to retained earnings where they are forfeited. At the end of each reporting period, the Group revises

its estimates of the number of Options that are expected to vest based on the non-market vesting conditions.

It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding

adjustment to the employee share scheme reserve.

The terms of the 2017 scheme are contained in a document entitled ‘The Rules of the Tourism Holdings Long Term Incentive

Scheme 2017’.

1. Options to purchase ordinary shares are issued to executives by the Board.

2. The option price is set based on the volume weighted average price of Tourism Holdings Limited ordinary shares over the

20 days leading up to the grant date.

3. The options can be exercised at the election of the employee after a minimum of two years f rom the grant date. A maximum

of one third of the options can be exercised after two years, two thirds after three years and all options can be exercised after

four years. After six years, the options lapse and there is no further right to exercise. The exercise price payable by the executive

is the option price plus a cost of equity adjustment for two years, less dividends paid for two years.

4. The participants holding options have no interest in the ordinary shares that are the subject of the options, until the options

are exercised and ordinary shares issued.

5. Valuation of the options for accounting purposes is done by KPMG using the Binomial Option Pricing Model. The assessed

value is charged to the income statement over the life of the scheme/option with a corresponding credit to the employee

share scheme reserve.

Movements in options granted under the 2017 scheme are as follows:

ISSUED PRICE2021 GRANT2020 GRANT2019 GRANT 2018 GRANT2017 GRANTTOTAL OPTIONS

At 30 June 2019

––1,160,000786,666893,3332,839,999

FY2020 transactions

Options granted

$1.29–1,440,000–––1,440,000

At 30 June 2020

1,440,0001,160,000786,666893,3334,279,999

FY2021 transactions

Options granted

$2.272,155,000––––2,155,000

Options cancelled

–(360,000)(345,000)(106,667)(40,000)(851,667)

At 30 June 2021

2,155,0001,080,000815,000679,999853,3335,583,332

The exercise price will be calculated as the issue price less dividends paid for two years, plus a cost of equity adjustment for

two years.

The value of the share transfer rights is calculated using the Binomial Option Pricing Model and is being amortised over the

life of the share transfer rights. The 2021 expense of $306k (2020: $360k) will accumulate in the employee share scheme reserve.

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021114115

34. Share-based payments (continued)
In arriving at the value of the share transfer rights under the Binomial Option Pricing Model the following inputs have been used:

20212020

Issue price

$2.27$1.29

Forecast dividend yield over the life of the transfer rights

6.00%9.20%

Risk f ree rate of interest over the exercise period of the share transfer rights

0.58%1.17%

Volatility of Tourism Holdings Limited share price returns mid point

35.00%32.3%

Cost of equity adjustment

10.61%11.0%

Share scheme 2020

In the 2021 financial year the Group introduced an equity-settled, share-based short term retention plan (FY21

Scheme) in lieu of the cash based short term incentive scheme for employees that are eligible per the terms of

their employment.

Under the FY21 Scheme, the Group receives services f rom employees as consideration for (a) Share Options to

purchase ordinary shares of Tourism Holdings Limited at a pre-determined exercise price, and/or (b) Share Rights

that can be exercised for the issue of ordinary shares of Tourism Holdings Limited, with no exercise price. The fair value

of the employee services received in exchange for the grant of the Share Options and Share Rights is recognised as

an expense in the income statement, with a corresponding increase in equity. The total amount to be expensed is

determined by reference to the fair value of the Share Options and Share Rights granted. Amounts accumulated in

the employee share scheme reserve are transferred to share capital on the exercise of the Share Options and Share

Rights, or to retained earnings where they are forfeited or not exercised after the vesting date. At the end of each

reporting period, the Group revises its estimate of the number of Share Options and Share Rights that are expected to

vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in

the income statement, with a corresponding adjustment to the employee share scheme reserve.

The terms of the 2020 scheme are contained in a document entitled ‘The Tourism Holdings Short Term Incentive Scheme 2020’.

(1) Share Options to purchase ordinary shares, and Share Rights that can be exercised for the issue of ordinary shares, are issued

to eligible employees by the Board.

(2) The Share Option price is equal to the volume weighted average price of Tourism Holdings Limited ordinary shares over the

20 trading days leading up to the date on which the offer is provided.

(3) 50% of the Share Options and Share Rights vest 12 months after the grant date, and the remaining 50% vest 24 months

after the grant date. After the Share Options and Share Rights have vested, they can be exercised by the employee by giving

notice to the Group.

(4) The Share Rights lapse if not exercised by the employee by the latter of:

(a) sixty (60) days after the applicable vesting date; and

(b) the end of the calendar year in which the vesting date occurred.

The Share Options lapse if not exercised by the employee within six years of the grant date.

(5) The exercise price payable by the employee for the Share Rights is nil. The exercise price payable by the employee for the

Share Options is the option price.

(6) The participants holding Share Rights and Share Options have no interest in the ordinary shares that are the subject of the

Share Options or Share Rights, until the Share Options or Share Rights are exercised and ordinary shares issued.

(7) A valuation of the Share Options for accounting purposes is done by KPMG using the Binomial Option Pricing Model. The

assessed value is charged to the income statement over the life of the option with a corresponding credit to the employee

share scheme reserve.

34. Share-based payments (continued)

Movements in share rights granted under the 2021 scheme are as follows:

ISSUED PRICE2021 GRANTTOTAL RIGHTS

FY2021 transactions

Rights granted

$2.00939,630939,630

At 30 June 2021

939,630939,630

The 2021 expense of $1,398k will accumulate in the employee share scheme reserve.

Movements in share options granted under the 2021 scheme are as follows:

ISSUED PRICE2021 GRANTTOTAL OPTIONS

FY2021 transactions

Options granted

$2.01672,835672,835

At 30 June 2021

672,835672,835

The 2021 expense of $283k will accumulate in the executive share scheme reserve.

In arriving at the value of the share transfer rights under the Binomial Option Pricing Model the following inputs have been used:

2021

Risk f ree rate of interest over the exercise period of the share transfer rights

0.42%

Volatility of Tourism Holdings Limited share price returns mid point

30.00%

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021116117

35. Reconciliation of (loss)/profit after taxation with cash flows from operating activities for the year
ended 30 June 2021

In accordance with NZ IAS 7 the Group classifies cash flows from the sale and purchase of rental assets as operating cash

flows. Where the timing of receipts and payments is of a short term nature, the cash flows are presented on a net basis.

NOTES

2021

$000’S

2020

$000’s

Operating (loss)/profit after tax

(14,514)27,356

Plus/(less) non-cash items:

Depreciation of property, plant and equipment

1239,30954,166

Depreciation of right-of-use assets

138,2217,807

Amortisation of fixed term intangibles

171,1671,160

Amortisation of executive share scheme

342,112375

Movement in deferred taxation

(1,901)(7,431)

Increase/(decrease) in provision for doubtful debts

(903)1,125

Interest

10(214)

Impairment of assets

17463,256

Share of (profit)/loss from joint venture and associates

19, 20(736)9,526

Non-cash Director remuneration

164136

Fair value (gain)/losses on financial assets at FVPL

(1,178)–

Gain on termination of Mangere lease

(1,621)–

Total non-cash items

44,69069,906

Plus/(less) items classified as investing activities:

Net loss on sale of property, plant and equipment

822110

Net gain recognised in relation to the Togo Group transaction

–(683)

Net loss recognised in relation to the AMLP transaction

191,406–

Total items classified as investing activities

2,228(573)

Reclassification of cash flows associated with rental assets

Net book value of rental assets sold

157,993100,923

Purchase of rental assets

(119,922)(108,790)

Total cash flows associated with rental assets

38,071(7,867)

Trading cash flow

70,47588,822

Plus/(less) movements in working capital:

(Decrease)/increase in trade payables excluding rental assets

2,068(4,598)

(Decrease)/increase in revenue received in advance

(346)(14,141)

(Decrease)/increase in provision for taxation

384(1,477)

(Decrease)/increase in employee benefits

122(1,317)

Decrease/(increase) in trade and other receivables

10,6291,823

(Increase)/decrease in inventories

3,644(23)

Total movements in working capital

16,501(19,733)

Net cash flows from operating activities

86,97669,089

35. Reconciliation of (loss)/profit after taxation with cash flows from operating activities (continued)

Net debt reconciliation

This section sets out an analysis of net debt and the movements in the net debt.

2021

$000’S

2020

$000’s

Cash and cash equivalents

38,08735,514

Total cash and cash equivalents

38,08735,514

Borrowings, short-term

(125)–

Borrowings, long-term

(86,659)(163,322)

Lease liabilities, short-term

(8,787)(7,304)

Lease liabilities, long-term

(64,479)(74,567)

Net debt

(121,963)(209,679)

Cash and cash equivalents

38,08735,514

Gross debt – variable interest rates

––

Gross debt – fixed interest rates

(160,050)(245,193)

Net debt

(121,963)(209,679)

Cash and cash equivalents includes cash on hand, cheques, deposits held at call with financial institutions and bank overdrafts.

There is no restricted cash as at 30 June 2021 (2020: nil).

ASSETSLIABILITIES FROM FINANCING ACTIVITIES

CASH/BANK

OVERDRAFT

BORROWINGS

DUE WITHIN

ONE YEAR

BORROWINGS

DUE AFTER

ONE YEARTOTAL

Balance at 1 July 2019

8,837(46)(210,980)(202,189)

Cash flow

26,3904652,74279,178

Foreign exchange adjustment

287–(5,084)(4,797)

Non-cash movement – lease liabilities

–(7,304)(74,567)(81,871)

Net debt at 30 June 2020

35,514(7,304)(237,889)(209,679)

Balance at 1 July 2020

35,514(7,304)(237,889)(209,679)

Cash flow

4,389–74,56778,956

Foreign exchange adjustment

(1,816)–2,096280

Non-cash movement – AMLP acquisition

–(125)–(125)

Non-cash movement – lease liabilities

–(1,483)10,0888,605

Net debt at 30 June 2021

38,087(8,912)(151,138)(121,963)

Notes to the consolidated financial statements (continued)Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021118119

36. Deferred income tax
Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax

benefit through the future taxable profits is probable.

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

against current liabilities and when the deferred income tax relate to the same fiscal authority.

The gross movement on the deferred income tax account is as follows:

2021

$000’S

2020

$000’s

Beginning of the year

10,23022,224

Income statement charge – provision

148(2,577)

Income statement charge – property plant and equipment

(4,753)(2,858)

Tax losses

287(4,156)

Losses to utilise to generate cash refund

–2,835

Adjustment for US tax losses carried back

1

2,510(1,085)

Adjustment on adoption of NZ IFRS 16

–(3,504)

Tax charged to equity-derivative

610(649)

End of the year

9,03210,230

2021

$000’S

2020

$000’s

Amounts recognised in income statement

Provisions

(5,172) (4,395)

Property, plant and equipment

35,72641,946

Tax losses

(18,321)(19,711)

Tax credits

1

–(2,510)

Leases

(2,284)(3,504)

Amounts recognised directly in equity

Derivative financial instruments

(917)(1,596)

Net deferred tax liability

9,03210,230

30 JUNE 2021

$000’S

30 JUNE 2020

$000’s

Deferred tax assets

(957)(1,656)

Deferred tax liabilities

9,98911,886

Net deferred tax liability

9,03210,230

1

Tax credits include tax losses in the US which were rolled back to previous tax years prior to the rate change where tax had been filed at the

higher rate

37. Fire in Mangere, Auckland

On 3 September 2020 a fire broke out at the Mangere rental branch in Auckland. As a result of the fire, the Mangere branch

is unusable and a new branch has been established to enable the continuation of normal rental operations for the next three

years. The Mangere branch was a leased premise. The Group has insurance policies in relation to business interruption, material

damages and rental vehicles. The insurer has confirmed the acceptance of the claim and all significant costs associated with

the fire are expected to be fully covered.

Insurance proceeds to cover the assets that were written off and damaged as a result of the fire have been recognised as

income. Insurance proceeds for other costs incurred (business interruption costs and other ongoing costs as a result of the fire)

are recognised as income when the costs are incurred.

37. Fire in Mangere, Auckland (continued)

The Group has recognised the following amounts for the year ended 30 June 2021:

30 JUNE 2021

$000’S

Insurance recoveries received

1,826

Insurance recoveries receivable

1,286

Leasehold improvements and inventories written off

(1,164)

Rental vehicles written off (11 motorhomes)*

(678)

Cost of repair damaged rental vehicles

(131)

Other ongoing costs incurred

(1,009)

Net profit before tax impact

130

* At 30 June 2020, in the note “Events after the reporting period”, the Group estimated 19 motorhomes to be categorised by the loss adjuster

as destroyed, due to their positioning within the building. This has since been assessed and 8 motorhomes have been re-categorised to

economically viable to repair

38. Changes in accounting policies and disclosures

Issued standards and amendments effective from 1 July 2020

There are no new or amended standards which have been adopted in the year ended 30 June 2021 that have a material

impact on the Group.

Following the publication of the IFRS Interpretations Committee (IFRIC) agenda decision on Configuration or Customisation

costs in a Cloud Computing Arrangement in March 2021, the Group has considered and concluded that there is no change of

accounting policy required.

During the year ended 30 June 2021, thl received rent concessions due to COVID-19. The Group did not assess whether the

rent concessions qualify as lease modifications, as a practical expedient was applied, in accordance with the COVID-19-Related

Rent Concessions amendment to NZ IFRS 16 Leases as issued in May 2020 and approved in New Zealand in June 2020.

39. Contingencies

As at 30 June 2021 the Group has bank guarantees of $1,622k in place. Predominantly these are in lieu of bonds paid

relating to leased assets (2020: $1,113k).

40. Events after the reporting period

The global impact of COVID-19 is ongoing, and continues to have a financial impact on the Group. Subsequent to 30 June

2021, there have been varying degrees of border restrictions and lock-down requirements in each of the jurisdictions that

the Group operates in, particularly with the confirmation of community spread of the COVID-19 delta variant in Australia and,

most recently, in New Zealand. The recent changes in COVID-19 alert levels in New Zealand and the different form of lockdown

requirements in other jurisdictions did not result in any changes to the forecast covenant compliance or to the Group’s

impairment assessment.

There were no other material events that occurred subsequent to the reporting date which require recognition or additional

disclosure in these financial statements.

Notes to the consolidated financial statements (continued)

thl Integrated Annual Report 2021120121

Notes to the consolidated financial statements (continued)

123
Independent auditor’s report (continued)

To the Shareholders of Tourism Holdings Limited

Independent auditor’s report

To the Shareholders of Tourism Holdings Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Tourism Holdings Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 30 June 2021, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

• the consolidated statement of financial position as at 30 June 2021;

• the consolidated income statement for the year then ended;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the consolidated financial statements, which include significant accounting

policies and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International

Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for

the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for

Assurance Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand

Auditing and Assurance Standards Board and the International Code of Ethics for Professional Accountants (including

International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and

we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of agreed upon procedures in relation to: Waitomo lease

compliance for FY20, the interim financial statements, quarterly banking compliance certificate, holiday pay calculation

remediation and COVID-19 payroll changes assessment. In addition, certain partners and employees of our firm may purchase

goods or use the services of the Company on normal terms within the ordinary course of the trading activities of the Group.

These relationships and provision of other services have not impaired our independence as auditor of the Group.

Key audit matters

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

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

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

DESCRIPTION OF THE KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Funding requirements and forecast compliance with bank

financial covenants, including the ongoing impact of

COVID-19

As at 30 June 2021, the Group’s bank borrowings were $84.5

million. Note 25 Borrowings explains that the Group entered

into an amended facility agreement on 14 June 2021 for debt

funding committed facilities of approximately $250 million,

maturing between June 2023 and June 2024, with certain

financial covenants.

Those covenants include a requirement for the Group to

meet an EBITDA target (tested quarterly) f rom the period

ending 30 September 2021, and if not achieved, a leverage

ratio covenant applies.

The Group has assessed forecast compliance with these

covenants by preparing a cash flow scenario based forecast

for the Group for the next four years and using the forecast

to calculate the expected performance against the financial

covenants at future calculation dates. The assessment

prepared by the Group shows compliance with covenants at

all dates.

We consider this as a key audit matter because forecasts

are inherently subjective, with key assumptions based on

estimates and judgement, coupled with the uncertainties of

the ongoing effect of COVID-19 on the Group’s performance

and cash flows.

We obtained an understanding of the controls implemented

by management over forecast compliance with covenants

and assessed whether they were appropriately designed and

implemented.

We read the amended bank borrowing facility agreement

and understood the amended covenant requirements and

undertakings.

We obtained management’s forecast, including the

forecast calculations to assess compliance against relevant

covenants for at least 12 months f rom the date of approval

of the consolidated financial statements, and performed the

following procedures:

• compared management’s forecast to the board approved

budget, noting that any differences do not change the

outcome of the assessment;

• understood management’s forecasting process and the

basis for determining the key assumptions;

• assessed management’s historical forecasting reliability

by comparing the Group’s actual results against the

forecast over the last three years. Where actual results

deviated f rom historical forecast results, we understood the

underlying reasons and considered the potential impact on

the reliability of the forecast prepared in the current year;

• tested the mathematical accuracy of the forecast model;

• assessed the reasonableness of the key assumptions

incorporated in the forecast;

• reviewed the forecast sensitivity analysis performed by

management and overlaid this with our own assessment

and assumptions;

• assessed the impact of the most recent results, subsequent

to balance date, to the forecast assumptions and forecast

covenant compliance;

• reperformed the forecast covenant compliance calculations

at the calculation dates for at least 12 months f rom the date

of approval of the consolidated financial statements; and

• considered the adequacy of disclosures in note 25 to the

consolidated financial statements in accordance with the

relevant accounting standards.

thl Integrated Annual Report 2021122

thl Integrated Annual Report 2021124125
Independent auditor’s report (continued)

To the Shareholders of Tourism Holdings Limited

Independent auditor’s report (continued)

To the Shareholders of Tourism Holdings Limited

DESCRIPTION OF THE KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Valuation of financial asset at fair value through profit or loss

The Group’s retained interest in Togo Group in the form of

Class B preference shares with a carrying amount of $20.8

million at 30 June 2021 (2020: $21.4 million) is a financial asset

measured at fair value through profit or loss (FVPL) (note 29).

The financial asset’s fair value was determined based on the

value of the Class B preference shares less the value of the call

option component. The Group utilised an external valuation

expert to determine the value of the financial asset as at the

date of the Togo exit transaction, using the consideration value

agreed by both Thor Industries and the Group as part of the

exit arrangement, to derive the value of the Class B preference

shares and using a Black-Scholes model to determine the call

option value.

In determining the valuation of the financial asset at 30 June

2021, the Group has applied certain assumptions, estimates

and judgements to determine the valuation of the financial

asset at FVPL as disclosed in note 18 and the inputs and

sensitivities are disclosed in note 31 of the consolidated

financial statements.

Due to the subjectivity in valuing the financial asset, and the

start-up nature of the Togo Group, it could result in a material

misstatement of the valuation of the financial asset, and

therefore is a key audit matter.

In considering the valuation of the retained interest in Togo

Group, we performed the following:

• understood through discussion with management

and the Board the basis of the assumptions used in the

valuation, and where appropriate, obtained supporting

documentation;

• engaged our valuation expert to assess the reasonableness

of the methodology and assumptions used; and

• assessed the adequacy of disclosures, including

the sensitivity analysis as disclosed in note 31 of the

consolidated financial statements, in accordance with

the relevant accounting standards.

DESCRIPTION OF THE KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Impairment assessment of non-financial assets, including

the ongoing impact of COVID-19

The Group tests intangible assets with indefinite useful

lives annually for impairment and tests other non-financial

assets for impairment whenever there are indicators that

the carrying amount may not be recoverable. The ongoing

economic impact of COVID-19 on the tourism industry

worldwide is an impairment indicator.

The Group has performed the impairment assessment

by comparing each of the cash generating unit’s (CGU)

recoverable amount, determined using value in use (VIU),

with each of the CGU’s carrying amount (note 17).

In preparing the VIU assessment, the Board of Directors

(the Board) took into account the current profitability of the

Group and the ongoing impact of COVID-19 on each of the

CGU’s operations.

The Board also considered the impairment on an individual

asset basis, with particular focus on the following non-

financial assets, by:

• analysing recoverability of ex-rental motorhomes through

sale to determine whether there is an indication of

impairment of motorhome vehicle assets; and

• assessing the impact of onerous leases to the

right-of-use assets.

The impairment assessment was a key focus area of our audit

due to the inherent judgement in assessing impairments

and the ongoing impacts of COVID-19 on the assumptions

applied by the Board in their impairment assessment.

We obtained an understanding of the controls implemented

by management over impairment assessments and

considered whether they were appropriately designed and

implemented.

In considering the impairment assessments for each CGU,

we performed the following:

• obtained the Group’s impairment assessment and model

and held discussions with management to understand:

– the Group’s continued strategy in navigating through

the ongoing impact of COVID-19;

– the current performance of each CGU and the

forecasts; and

– the basis for determining the key assumptions in

preparing the impairment models.

• considered whether the methodology applied was

appropriate and tested the mathematical accuracy of the

impairment models;

• compared actual results to forecast performance for

the past three financial years, understood reasons for

deviations, analysed key trends and considered the impact

on our assessment of forecast earnings;

• considered the actual results for the month of July 2021

against budget; and

• engaged our auditor’s valuation expert to:

– assess the valuation methodology underlying the

impairment analysis including the mechanical

calculation of the impairment models;

– assess the reasonableness of the discount rate, terminal

value methodology and assumptions; and

– perform a fair value less costs of disposal assessment as

an alternative recoverable amount for the US CGU.

In considering the impairment on an individual asset basis,

we focused on motorhome vehicles and right-of-use assets

and performed the following:

• compared the carrying value of ex-rental motorhomes sold

during the year to the selling price to determine whether

there were any indicators of unrecognised impairment; and

• understood the impact of onerous leases, if any, to the

right-of-use assets.

We also assessed the adequacy of disclosures in note 12 and

note 16, including the sensitivity analysis disclosed in note 17

of the consolidated financial statements, in accordance with

the relevant accounting standards.

thl Integrated Annual Report 2021126127
Independent auditor’s report (continued)

To the Shareholders of Tourism Holdings Limited

Independent auditor’s report (continued)

To the Shareholders of Tourism Holdings Limited

DESCRIPTION OF THE KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Residual values and depreciation rates for motorhomes

The Group generates revenue f rom motorhomes through

rental income and the sale of motorhomes f rom its ex-rental

fleet that have been reclassified to inventory. As disclosed in

note 12 of the consolidated financial statements, the net book

value of motorhomes at 30 June 2021 was $274.1 million, after

$35.7 million of depreciation charged for the year. The total

net book value of motorhomes reclassified to inventory at

balance date was $36.0 million. As disclosed in note 2 of the

consolidated financial statements, during the year the Group

sold motorhomes for $229.1 million with a total cost of sales of

$186.0 million.

The method of estimating the depreciation rate, which

includes an estimation of residual values, is detailed in note 12

of the consolidated financial statements.

The estimation of an appropriate depreciation rate for

motorhomes directly affects both depreciation expense and

the net book value of ex-rental fleet reclassified to inventory,

and can therefore have a significant impact on both the

current and future profit of the Group, which is why we have

given this area specific audit focus and attention.

We obtained an understanding of the controls implemented

by management over their review of residual values

and depreciation rates and assessed whether they were

appropriately designed and implemented.

We performed the following audit procedures to assess the

judgements made by management in determining the

residual values and depreciation rates for motorhomes:

• updated our understanding of the relevant business

processes and management’s annual assessment of

motorhome residual values and depreciation rates;

• considered whether the methodology applied and data

used were consistent with prior period. Where changes

were noted, further procedures were performed to assess

reasonableness of such changes;

• tested mathematical accuracy of the calculations

supporting management’s analysis;

• for a sample of motorhomes sold during the year,

compared the sales proceeds to the carrying amount (i.e.

the depreciated net book value) and recalculated the profit

or loss on sale;

• compared the actual sales margin and depreciation rates

achieved during the year to historical and forecasted

results. Where actual results deviate from historical and/or

forecasted results, we understood the underlying reasons

and considered the potential impact on current and future

depreciation rates;

• assessed whether depreciation rates applied were

consistent with the accounting policy and recalculated the

depreciation charge for the year; and

• considered the adequacy of disclosure, including the

appropriateness of the sensitivity analysis as disclosed

in note 12, in accordance with the relevant accounting

standards.

Our audit approach

Overview

Overall group materiality: $1,400,000, which approximately represents 4% of a three year weighted average

operating profit before financing costs.

We chose this approach as it reduces the impact of one off results which do not reflect the long term

performance of the business.

We identified subsidiaries that, due to their financially significant contribution as well as strategic

importance to the Group’s overall results, required a full-scope audit. In addition, we also performed

specific audit procedures on certain balances and transactions of other subsidiaries. Audits of each

subsidiary are performed at a materiality level calculated with reference to a proportion of the Group

materiality relative to the financial significance of the business concerned.

As reported above, our key audit matters are:

• Funding requirements and forecast compliance with bank financial covenants, including the

ongoing impact of COVID-19

• Impairment assessment of non-financial assets, including the ongoing impact of COVID-19

• Valuation of financial asset at fair value through profit or loss

• Residual values and depreciation rates for motorhomes.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated

financial statements. In particular, we considered where management made subjective judgements; for example, in respect

of significant accounting estimates that involved making assumptions and considering future events that are inherently

uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to f raud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance

about whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to

fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group

materiality for the consolidated financial statements as a whole as set out above. These, together with qualitative considerations,

helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect

of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

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

financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the

industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual

report, but does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed

on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

129thl Integrated Annual Report 2021128
Independent auditor’s report (continued)

To the Shareholders of Tourism Holdings Limited

Corporate governance

For the year ended 30 June 2021

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

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

Tourism Holdings Limited (‘thl’) operates under a set of corporate governance principles designed to ensure that thl is

effectively managed. The Board is committed to the continued development of thl’s corporate governance practices by

reviewing and developing its corporate governance policies and monitoring developments to keep abreast of corporate

governance best practice.

thl’s corporate governance f ramework includes:

• The constitution of thl, which describes the ‘rules’ under which the Company operates, including issue and other share

transactions, distributions, shareholder meetings, Director appointment, remuneration and powers, and the conduct of

Board and shareholder meetings.

• The Board Charter and sub-committee charters, which set out the roles and responsibilities of the Directors.

• The Code of Ethics, which outlines the standards of ethical behaviour expected of Directors, staff and contractors.

• The Market Disclosure Policy, which outlines the policy around disclosure of company information, including the

commitment to compliance with continuous disclosure requirements.

• The Securities Trading Policy, which outlines policy and guidelines around trading in thl securities by Directors,

officers and staff.

• The Diversity Policy, which outlines the commitment to diversity in Board, Executive and staff appointments.

• The Delegated Authority Policy, which outlines the delegation of authority by the Board to management,

and the authorisation levels at which Board approval is required.

thl’s governance practices have been reviewed against the recommendations of the NZX Corporate Governance Code (‘Code’).

The Board considers that the thl governance f ramework and practices for the year ended 30 June 2021 are in compliance with

the recommendations of the Code, except in respect of the setting of measurable objectives for diversity, as further noted on

page 132. The information in this Governance Report is current as at 25 August 2021 and has been approved by the thl Board.

thl’s corporate governance policies and charters are available on its website at www.thlonline.com.

Principle 1 – Ethical behaviour

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for

these standards being followed throughout the organisation.”

thl is committed to being a good corporate citizen. The Company expects Directors, employees and contractors to practise

high ethical standards in the performance of their duties, to comply with all applicable laws and regulations, cooperate with

all regulatory bodies and Government agencies, and use Company assets and resources only for the legitimate and ethical

achievement of its objectives.

thl has adopted a Code of Ethics to ensure it maintains such high ethical standards and reinforces thl’s commitment to the

community. The Code of Ethics addresses the areas of ethical business practices, insider trading, conflicts of interest and use of

Company property, amongst other matters. The Code of Ethics is available at www.thlonline.com.

Securities Trading Policy

thl has in place a formal Securities Trading Policy and guidelines which applies to all Directors, officers and employees of thl

and its subsidiaries who intend to trade in thl listed securities.

All individuals defined as “restricted persons” under that policy must notify thl of their intention to trade and obtain approval

f rom the Board before trading in thl’s shares. No trading in shares is permitted in ‘blackout periods’ f rom 1 June each year until

48 hours after the release of the full year results and f rom 1 December each year until 48 hours after the release of the half year

results, except in exceptional circumstances. In the year ending 30 June 2021, no consent was provided for any restricted persons

to trade during a blackout period.

Responsibilities of the Directors for the consolidated financial statements

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

statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable

the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting

unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

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

f ree f rom material misstatement, whether due to f raud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs

(NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise f rom f raud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions

of users taken on the basis of these consolidated financial statements.

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

Reporting Board’s website at:

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

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s Shareholders, as a body. Our audit work has been undertaken so that we might

state those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s

Shareholders, as a body, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.

For and on behalf of:

Chartered Accountants Auckland

25 August 2021

thl Integrated Annual Report 2021130131
Corporate governance (continued)

For the year ended 30 June 2021

Corporate governance (continued)

For the year ended 30 June 2021

Principle 2 – Board composition and performance (continued)

Roles and Responsibilities of the Board

The Board is committed to managing thl in an ethical and professional manner, and in the best interests of the Company

and its shareholders. thl has a Board Charter, available on its website, which amongst other matters sets out the specific

responsibilities of the Board, including the following:

• Oversight of thl, including its control and accountability procedures and systems;

• Appointment, performance and removal of the Chief Executive Officer;

• Confirmation of the appointment and removal of the senior executives (being the direct reports to the

Chief Executive Officer);

• Setting the remuneration of the Chief Executive Officer and Chief Financial Officer, approval of the remuneration

of the senior executives, and the adoption of thl ’s remuneration policy;

• Overseeing the development, adoption and communication of the corporate strategy and objectives and oversight

of the adequacy of thl ’s resources required to achieve the strategic objectives;

• Approval of and monitoring of actual results against the annual business plan and budget (including the

capital expenditure plan);

• Review and ratification of thl ’s risk management f ramework, internal compliance and control, codes of conduct,

and legal compliance;

• Approval and monitoring of the progress of capital expenditures, capital management initiatives, and acquisitions

and divestments;

• Overseeing accounting and reporting systems and thl ’s compliance with its continuous disclosure obligations;

• Approval of the annual and half-year financial statements;

• Setting measurable objectives for achieving diversity with the organisation; and

• Adopting and reviewing thl ’s risk management f ramework.

Board performance evaluation and training

On an annual basis the Chair conducts a review of Board performance. A review using an independent external facilitator is

conducted bi-annually. Board Committees review performance against their Charters on an annual basis. The Remuneration &

Nomination Committee is responsible for ensuring Directors remain up to date with relevant training.

Director appointment and nomination

The policy for appointment and retirement of Directors is contained within thl ’s constitution and Board Charter. In accordance

with the thl ’s Listing Rules, Directors must not hold office (without re-election) past the third Annual Meeting following their

appointment or three years, whichever is longer.

Rob Campbell and Debbie Birch shall retire by rotation at the 2021 Annual Meeting and, being eligible, will offer themselves for

re-election.

The process for the nomination of Directors is set out in the Remuneration & Nomination Committee Charter. The

Remuneration & Nomination Committee is responsible for identifying and assessing the necessary and desirable competencies

and characteristics for Board membership, and maintaining a skills matrix setting out the mix of skills and diversity that the

Board currently has or is looking to achieve in its membership.

thl has entered into a written agreement with each of its Directors, setting out the terms of their appointment. thl ’s terms of

appointment for Directors is set out at Schedule 1 of the thl Board Charter.

Principle 1 – Ethical behaviour (continued)

Trading is permitted outside the blackout periods, provided the restricted person confirms that they do not hold any material

information and that they are not aware of any reason that would prohibit them f rom trading. Any trading must be completed

within 10 trading days of approval being given. Restricted persons are defined in the policy as:

• all Directors;

• the Chief Executive Officer (CEO);

• all members of the senior management team and their direct reports;

• the administrative staff of the senior management team;

• all employees in the finance department;

• trusts and companies controlled by such persons;

• anyone notified by the CFO from time to time; and

• anyone participating in the Long-Term Incentive Scheme.

The Securities Trading Policy is available at www.thlonline.com.

Principle 2 – Board composition and performance

“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

Board skills and expertise

thl’s Board is comprised of Directors who have a mix of skills, knowledge, experience and diversity to adequately meet and

discharge its responsibilities and to add value to the Company through efficient and effective governance and leadership. The

current Directors have a varied and balanced mix of skills, including extensive operational experience, knowledge of the tourism

industry, as well as extensive experience in capital markets, growth and global transactions.

Below is a summary of the key skills and expertise held by the Board, which are considered most relevant to effectively fulfilling

the Board’s current objectives:

• Corporate governance experience, including publicly listed company experience;

• Global business experience in multi-site operations;

• Tourism industry experience;

• Experience in development and execution of growth strategies;

• Experience with digital innovation;

• Sustained positive people leadership;

• Community and Iwi engagement;

• Focus on deployment and management of capital for a strong return on funds employed;

• Investment banking, capital markets and M&A transaction experience;

• Legal and regulatory expertise;

• Financial governance and audit oversight;

• Health and safety governance and management experience;

• Treasury and funding expertise;

• Economics - global and local New Zealand expertise; and

• International business leadership and CEO and CFO experience.

Individual Director profiles are set out in the Board of Directors section.

Corporate governance (continued)
For the year ended 30 June 2021

thl Integrated Annual Report 2021132133

Corporate governance (continued)

For the year ended 30 June 2021

Principle 3 – Board Committees (continued)

The Audit Committee

The Audit Committee is comprised solely of Non-Executive Directors of the Board, a majority of whom must be independent

Directors. The Chair of the Audit Committee must not be the Chair of the Board.

The Committee meets a minimum of three times each year. The Audit Committee has oversight of, and assists the Board to

fulfil its responsibilities in, the areas of financial reporting, audit functions, and risk management and control. thl employees are

able to attend Audit Committee meetings f rom time to time by invitation f rom the Committee.

The Audit Committee oversees thl ’s internal audit work programme based on thl ’s risk management f ramework. An internal

audit work plan is developed each year, with internal audit assignments completed by the internal finance function, with external

support as required. The business has a separate health and safety function, with regular reporting to Board and management.

The current composition of the Audit Committee is Rob Hamilton (Chair), Debbie Birch, Rob Campbell, Cathy Quinn and

Gráinne Troute.

Remuneration & Nomination Committee

The Remuneration & Nomination Committee is comprised of at least three Non-Executive Directors of the Board, a majority

of whom must be independent Directors.

The Committee meets a minimum of two times each year. The Remuneration & Nomination Committee supports the Board

on matters relating to human resources and remuneration. It assesses the role and responsibilities, composition, training and

membership requirements and remuneration for the Board, including recommendations for the appointment and removal

of Directors.

The current composition of the Remuneration & Nomination Committee is Gráinne Troute (Chair), Rob Campbell and

Guorong Qian. Management may attend meetings of the Remuneration & Nomination Committee by invitation only.

Market Disclosure Committee

The Market Disclosure Committee is comprised of the Chair of the Board, the Chair of the Audit Committee and the

Chair of the Sustainability & Risk Committee. Also in attendance are Grant Webster (Chief Executive Officer) and Nick Judd

(Chief Financial Officer). The Committee monitors compliance with the Group’s Market Disclosure Policy which covers

compliance with NZX Listing Rules, the Companies Act 1993, the Financial Markets Conduct Act 2013 and other guidelines

issued by the Financial Markets Authority and the NZX.

The Committee meets if required outside of normal Board meetings to approve market disclosures.

Marketing & Customer Experience Committee

The Marketing & Customer Experience Committee is comprised of at least two Non-Executive Directors of the Board.

The current composition of the Marketing & Customer Experience Committee is Debbie Birch (Chair), Gráinne Troute,

Cathy Quinn and Rob Campbell. The Committee supports the Board and management on strategy around brand,

marketing and customer experience. The Committee meets a minimum of three times each year, as required.

Sustainability & Risk Committee

The Sustainability & Risk Committee is comprised of at least two Non-Executive Directors of the Board. The current

composition of the Sustainability & Risk Committee is Cathy Quinn (Chair), Rob Campbell, Gráinne Troute and Debbie Birch.

The Committee supports the Board and management on sustainability policies and practices and strategic risk management.

The Committee meets a minimum of three times each year, as required.

Other Committees

The thl Board establishes other temporary Committees from time to time when required for a specific purpose.

This includes Committees for the governance of capital raising processes or for the progression of acquisition opportunities.

Membership of these Committees is assessed on a case by case basis.

Takeover protocols

thl has a written protocol that describes the process to be followed in the event of a takeover offer. The protocol includes

the appointment of a sub-Committee of independent Directors.

Principle 2 – Board composition and performance (continued)

Director independence

The criteria to determine whether Directors are independent is set out in the Board Charter. All the Directors holding office on

30 June 2021, with the exception of Guorong Qian, are considered to be independent. Directors are required to inform the Board

of any relevant information that may impact independence. The Remuneration & Nomination Committee Charter reviews the

independence of Directors on behalf of the Board.

As part of the independence assessment in respect of Cathy Quinn, the Board has considered Cathy’s role as a former partner,

and as a current part-time consultant, at MinterEllisonRuddWatts (MERW). MERW provides legal services to thl. As a former

partner that resigned f rom the partnership in 2019, Cathy has previously been in a senior role in a material professional services

provider to thl. The thl Board is of the view that Cathy’s current and former involvement with MERW does not impact her

capacity to bring an independent view to decisions relating to thl, or act in the best interests of thl, or represent the interests

of thl ’s shareholders generally, and is therefore not a ‘disqualifying relationship’ under the NZX Listing Rules. In coming to that

view, the Board has considered Cathy’s limited involvement with MERW in her current role as a part-time consultant, as well as

the strict protocols that have been in place at MERW since Cathy became a Director of thl, that ensure that Cathy has not had

any involvement in the provision of legal services to thl or any decisions relating to thl f rom MERW’s perspective.

Board Diversity Policy

The thl Diversity Policy endorses and supports diversity in Board, Executive and staff appointments, encompassing differences

including but not limited to gender, ethnicity, race, marital status, sexual orientation, age, employment status, religious belief,

ethical belief or political opinion. When making appointments, the Board and management are committed to considering

diversity as well as the mix of skills and experience needed to expand the perspective and capability of the Board and the

management team as a whole.

The thl Diversity Policy is available at www.thlonline.com. It requires the Board to consider the diversity position of thl annually

and whether to set any measurable objectives, which may be numerical and non-numerical.

The ongoing impact of COVID-19 on thl has meant a delay in the diversity benchmarking work that was scheduled for the 2020

financial year. Preliminary work is currently underway to identify and collate existing diversity information across the Australia,

New Zealand and USA operations. This will identify any specific gaps in the current information base, prior to undertaking a

crew diversity survey which is timed for later in the 2022 financial year. Once completed, the results will be reported to the thl

Board, who will review and set measurable targets for annual reporting from the 2022 financial year onwards.

The Board considers that it currently has the appropriate mix of skills, experience and diversity to fulfil its responsibilities under

the NZX Listing Rules and the thl Diversity Policy.

Principle 3 – Board Committees

The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining

Board responsibility.”

There are five standing Committees described below, each of which operates under a written charter. The performance of the

standing Committees is reviewed annually against the Charters.

Each Committee is authorised to deal with matters as set out in its Charter or falling within its mandate. Where the Board has

delegated decision-making authority to a Committee, that Committee is entitled to make decisions on such matters, otherwise

the Committee is to submit recommendations to the Board for consideration. From time to time, the Board delegates specific

matters to the appropriate Committee in order to ensure that a detailed review and analysis is undertaken. The Committee then

reports back to the Board regarding their findings and recommendations.

Corporate governance (continued)
For the year ended 30 June 2021

thl Integrated Annual Report 2021134135

Corporate governance (continued)

For the year ended 30 June 2021

Principle 5 – Remuneration (continued)

CEO and Executive remuneration

Decisions concerning the remuneration of the CEO require approval f rom the Board, usually on the recommendation of

the Remuneration & Nomination Committee, unless specifically delegated to that Committee. Decisions concerning the

remuneration of any other C-level positions, General Managers or similar require approval f rom the Chair of the Remuneration &

Nomination Committee and are subject to the oversight of the Committee at least annually.

thl is committed to ensuring that its Executives are fairly and equitably remunerated, and appropriately rewarded for excellent

performance and achievement. In addition, thl uses a remuneration structure to ensure that the interests of the CEO and

Executive team are aligned with the interests of shareholders.

The CEO and Executive remuneration generally consists of a fixed base salary and allowances, annual performance-based

incentives and long-term equity-based incentives. The fixed base salary of the CEO and Executive team is reviewed once every

two years and benchmarked against the median of the market Annual performance-based incentives are linked to financial

and individual targets.

Ordinarily, the CEO and CFO’s annual short-term incentive is based 90% on Company financial performance (net profit after tax,

and return on funds employed), and 10% on individual performance against specific targets (such as acquisitions and investor

relations). The annual incentives of other Executives are based 40% on Company financial performance and 40% on other

financial targets, and 20% on individual performance against specific targets. Other eligible senior staff have annual incentives

based 60% on financial performance and 40% on individual performance against specific targets.

However, in May 2020, the Board decided that for the year ended 30 June 2021, the normal cash-based short-term incentive

scheme would be suspended and replaced with a new thl share-based retention scheme (Share Retention Scheme).

The rationale for the implementation of the replacement Share Retention Scheme was that ongoing uncertainty of trading

conditions due to the pandemic meant that no meaningful performance targets could be set. The scheme was to encourage

the retention of key employees beyond the normal 12 month period under the ordinary short-term incentive scheme.

Additionally, it was to minimise cash expenditure by replacing a cash-based scheme with a share-based scheme, aligning

the interests of eligible senior staff with shareholders.

Under the Share Retention Scheme, eligible staff were invited to participate in the scheme, whereby retention share rights

are granted to participants to the value of their contractual short-term incentive bonus. Once vested, the share rights are

convertible into ordinary shares for no exercise price. Half of the issued share rights vest after 12 months, with the remaining

50% vesting after a further 12 months. Vesting of share rights is also subject to the individual remaining employed by thl, as well

as thl achieving a base financial target for the applicable financial year. In July 2021, half of the share rights that were issued

to participating employees in July 2020 were exercised (where those employees met the retention criteria), and an equivalent

amount of ordinary shares were issued.

Under the Share Retention Scheme, the Executive team (including the CEO and CFO) were issued share rights to the value of

50% of their contractual short-term incentive bonus, and were issued retention share options in respect of the remaining 50%.

The retention share options operate in a similar manner to options issued under thl ’s long-term incentive (LTI) scheme, with

shorter vesting periods. The vesting period and conditions for retention share options are equivalent to those of the share rights

(i.e. 50% after 12 months and 50% after a further 12 months).

The LTI scheme is designed to align the interests of the Executives with those of the shareholders. Executives are rewarded for

long-term increases in shareholder value. Executives are invited to participate in the long-term incentive plan by the Board on

an annual basis, and participating Executives are awarded share options at the discretion of the Board. The awarding of options

is based on a percentage of fixed remuneration, based on a valuation of the options carried out each year by KPMG. Details of

the schemes and the status of options issued under the schemes is included in note to the Financial Statements.

Further detail regarding CEO remuneration for the year ended 30 June 2021 is set out in the CEO remuneration note below.

Staff remuneration

Decisions concerning remuneration of other thl staff require approval on a “one-up” basis. This means that no person may make

decisions on the remuneration of any person reporting to them without the approval of the person to whom they report.

The number of thl staff which received remuneration exceeding $100,000 in the year ending 30 June 2021 is set out in the

employee remuneration section.

Principle 4 – Reporting and disclosure

“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance

of corporate disclosures.”

The Board is committed to ensuring that shareholders and the market are provided with complete and timely information

about the activities of the business to allow proper accountability between thl and shareholders, employees and other

stakeholders. The Board has overall responsibility for ensuring the integrity of thl ’s reporting and disclosure.

Continuous disclosure

thl ’s obligations under the NZX Listing Rules require it to advise the market about any material events promptly and without

delay once the Company becomes aware of such information. The Board has in place a Market Disclosure Policy in order to

ensure that the Company is able to comply with its continuous disclosure obligations.

The Market Disclosure Policy contains a procedure for the escalation of potential material information to the Market Disclosure

Committee, in order to allow the Committee to determine whether the information is material and whether an announcement

is required. The Market Disclosure Policy is provided to all thl staff and is also available on www.thlonline.com. Additionally, thl

provides training regarding its continuous disclosure obligations to all staff, sends annual reminders of thl ’s Market Disclosure

Policy and information escalation procedures, and monitors compliance on an ongoing basis.

Financial reporting

The Audit Committee is responsible to the thl Board in relation to financial reporting. It reviews the interim and annual financial

statements and reports to the Board regarding compliance with relevant laws and recognised accounting policies. It is also

responsible for ensuring that thl retains accurate financial and accounting records, and that all financial reporting is done in

an accurate and timely manner.

Non-financial reporting

thl has adopted the internationally recognised International Integrated Reporting <IR> Framework in order to ensure

its disclosure of non-financial reporting is balanced, transparent, connected to the financial, social and environmental

performance, and easily comparable to other companies.

Principle 5 – Remuneration

“The remuneration of Directors and Executives should be transparent, fair and reasonable.”

thl is committed to a fair approach to remuneration which ensures alignment between remuneration levels and business

needs. A clear set of boundaries and process to guide thl ’s philosophy for remuneration has been set by the Remuneration

& Nomination Committee in the thl Remuneration Policy.

The thl Remuneration Policy is available on thl ’s website at www.thlonline.com.

Director remuneration

The fees payable to Directors is set by the Board, usually with the advice of independent consultants, in line with the thl

Remuneration Policy. Director remuneration is to be appropriate to the market and reflect the time commitment and

responsibilities of the role. As thl does not have any Executive Directors, its Director remuneration policy is applicable only

to Non-Executive Directors.

The total fee pool approved by the shareholders for Director remuneration at the 2018 Annual Meeting is $750,000. The annual

fees currently paid to Directors is $175,000 for the Chairperson, $87,500 for each Director, plus $15,000 for the Chairperson of the

Audit Committee and $10,000 for the Chairperson of each other Committee. Total Directors’ remuneration received, or due and

receivable during the year ended 30 June 2021 is set out on page 139 in the Director remuneration note below.

thl also has in place a fixed share plan under which Directors may elect to receive ordinary shares in thl in lieu of their Director

fees (either in whole or in part). This share plan was previously approved by thl shareholders.

Corporate governance (continued)
For the year ended 30 June 2021

Corporate governance (continued)

For the year ended 30 June 2021

thl Integrated Annual Report 2021136137

Principle 7 – Auditors

“The Board should ensure the quality and independence of the external audit process.”

The Audit Committee is responsible for recommending the appointment and removal of external auditors, ensuring their

independence and regularly monitoring and reviewing both internal and external audit practices. The Committee closely

monitors thl ’s relationship with the external auditor, including:

• Ensuring the rotation of the external auditor or lead partner and peer review partner at least every five years;

• Obtaining confirmation of the auditor’s independence in writing; and

• Monitoring and approving any other services provided by the external auditor to thl other than in its audit role, and

monitoring total non-audit fees.

The Audit Committee Charter sets out the types of services which the external auditor is prohibited f rom providing to thl

in order to ensure that their ability to provide audit services is not impaired and that they remain independent.

thl ’s current external auditor is PwC New Zealand. PwC was re-appointed by shareholders at the 2020 Annual Meeting. In

accordance with thl ’s Board Charter, PwC New Zealand will attend the 2021 Annual Meeting and be available to answer

questions about the conduct of its audit and the preparation and content of its audit report.

Throughout the year, there is ongoing dialogue between the Audit Committee, management and PwC in their role as external

auditors. Additionally, PwC regularly attend meetings of the Audit Committee at the invitation of that Committee and have

direct engagement with that Committee without management presence, as appropriate.

thl has an internal audit function which is based on an annual plan prepared by management, reflecting thl ’s risk

management f ramework. The Audit Committee receives and reviews reports f rom the internal audit team, and is responsible

for ensuring that recommendations, actions and timelines for internal audits are agreed and undertaken with management.

Principle 8 – Shareholder rights and relations

“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that

encourage them to engage with the issuer.”

Access to information

The Board aims to ensure that shareholders are able to access up-to-date information regarding thl ’s business and ongoing

developments in an easy-to-access format. thl makes available on its website a description of each of its businesses, historical

interim and annual reports and other shareholder communications, and key corporate governance documents as required

by the Code.

Shareholders have the option to receive communications f rom thl electronically by electing to do so with thl ’s share registrar,

Link Market Services. thl encourages all shareholders to opt in to receiving electronic communications where practical to

reduce waste.

A brief biography of each of thl ’s Directors and key members of the Executive team is available on thl ’s website.

Annual Meetings

The Board encourages all shareholders and stakeholders to attend its Annual Meetings. It aims for all Annual Meetings

to be attended by all Directors as well as the CEO, the CFO and the Deputy CFO, and to ensure that they are available for

questions from shareholders. Notice of the Annual Meeting is communicated to shareholders (including by being posted on

thl ’s website) as soon as possible, with at least 20 working days prior notice being given in accordance with the NZX Corporate

Governance Code.

The 2020 Annual Meeting was held as a virtual meeting, with all shareholders being able to live-stream and submit questions

online. Where an Annual Meeting is held physically, thl also provides the option to live-stream the Annual Meeting for those

shareholders that are unable to attend in person. Shareholders attending via the live-stream have the ability to submit questions

online. A recording of each Annual Meeting is subsequently made available on the thl website.

Principle 6 – Risk management

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them.

The Board should regularly verify that the issuer has appropriate processes that identify and manage potential

and material risks.”

thl maintains a framework for the identification, assessment, monitoring and management of material risks to thl ’s business.

The thl Board has ultimate responsibility for reviewing thl ’s risk management f ramework, however the ongoing oversight

is delegated to the Sustainability & Risk Committee in respect of strategic risk management, and to the Audit Committee in

respect of financial risk management. The two Committees report to the Board and to each other in respect of potential issues

or risks that require further consideration and response.

Strategic risk management

The responsibility of the Sustainability & Risk Committee is to consider, assess and respond to long-term strategic risks to thl ’s

business, and to ensure that thl maintains sustainable business practices. This includes oversight and management of thl ’s

risk register and risk contingency plans. The thl Board considers that the sustainable business practices are fundamental to

ensuring that thl can continue to deliver value to its shareholders over the long-term.

thl management maintains the material Risk Register and reports to the Board every second month on such risks, with a

more detailed risk register being reported to and reviewed by the Board Sustainability & Risk Committee on a regular basis.

Management monitors risks on an ongoing basis to identify any new risks as well as any potential changes to the threat posed

to thl ’s business from previously identified risks. Further information regarding the key material risks to thl can be found in the

Value Protection section in this report.

Financial risk management

The Audit Committee is responsible for ensuring that thl has appropriate control and systems in place to manage any financial

risks and to protect thl ’s assets. This involves reviewing thl ’s risk management system, business policies and practices and

internal control f ramework. The Committee is also responsible for ensuring that thl maintains insurance coverage which

ensures that earnings are well protected f rom potential adverse circumstances.

Health and safety

The Sustainability & Risk Committee is responsible for monitoring matters relating to occupational health and safety, and

physical and mental wellbeing of thl staff, and report to the Board on such matters.

The Committee works with management to identify and maintain a register of workplace hazards, and to ensure that thl has

in place and appropriately documents its health and safety policies and procedures.

thl management report to the Board on any health and safety incidents, including implementation of responses to prevent

further incidents, on a monthly basis.

Corporate governance (continued)
For the year ended 30 June 2021

Corporate governance (continued)

For the year ended 30 June 2021

thl Integrated Annual Report 2021138139

Directors’ remuneration

Directors’ remuneration received, or due and receivable during the year ended 30 June 2021 is as follows:

20212020

DIRECTORS OF TOURISM

HOLDINGS LIMITED

BASE

DIRECTOR FEE

SUBCOMMITTEE

CHAIR FEE

OTHER

REMUNERATIONTOTAL

DIRECTOR

BASE FEES

SUBCOMMITTEE

CHAIR FEES

OTHER

REMUNERATIONTOTAL

Rob Campbell

167,708––167,708153,125––153,125

Debbie Birch

83,8549,583–93,43876,5635,417–81,979

Rob Hamilton

83,85414,375–98,22976,5638,125–84,688

Guorong Qian

83,854––83,85469,271––69,271

Cathy Quinn

83,8549,583–93,43876,5638,750–85,313

Gráinne Troute

83,8549,583–93,43876,5638,750–85,313

Kay Howe

1

––––29,1673,333–32,500

Graeme Wong

1

––––29,1675,000–34,167

586,97943,125–630,105528,64831,042–626,356

1

Kay Howe and Graeme Wong retired as directors with effect from 31 October 2019.

Each of Rob Campbell, Debbie Birch and Rob Hamilton were issued, or are to be issued, ordinary shares in thl as part of their

Director remuneration. Refer to the section titled “Directors’ share dealings”.

All Directors reduced their Director fees by 50% f rom April to July 2020 (inclusive) as a responsive measure to COVID-19.

CEO remuneration

Fixed remuneration

In FY21 the CEO, Grant Webster, received fixed remuneration including allowances of $651,117 (FY20: $588,417).

The CEO’s base salary was voluntarily reduced by 50% f rom April to July 2020 (inclusive) as a responsive measure to COVID-19.

Short-term incentive

Ordinarily, the annual short-term incentive of the CEO is set at 40% of fixed remuneration and allowances if all performance

targets are achieved. In addition, a further incentive of up to 28% (FY20: 28%) of fixed remuneration and allowances is payable

for the over-achievement of financial and broader business performance targets.

However for FY21, the Board replaced the normal cash-based short-term incentive scheme with a share-based retention

scheme. Consequently, no payment was made to the CEO under the short-term incentive scheme in FY21.

For FY20, no payment was made to the CEO due to the suspension of the short-term performance-based incentive scheme

following the impact of COVID-19.

Share-based retention scheme

In relation to FY21, the Board approved a share-based retention scheme, further details of which are noted on page 135.

The CEO was granted 229,054 retention share options valued at $0.592 each, giving a total value of $135,600 (2020: $0). The CEO

was also granted 67,800 retention share rights valued at $2.00 each, giving a total value of $135,600 (2020: $0). The terms and

vesting criteria for the retention share options and share rights are detailed on page 135.

Long-term incentive

In FY21 the CEO was granted 600,000 share options under the 2017 Long-Term Incentive Scheme valued at $0.406, giving a total

value of $243,600. In FY20 the CEO was granted 630,000 share options under the 2017 Long-Term Incentive Scheme valued at

$0.385, giving a total value of $242,550.

Under both the 2017 and 2009 Long-Term Incentive Schemes, the options or redeemable ordinary shares (as applicable) vest

from the second anniversary of the issue, with one third vesting after the second year, one third after the third year, and the final

third after the fourth year. In FY21, 301,667 share options vested under the 2017 Long-Term Incentive Scheme.

Superannuation

The CEO is a participant in KiwiSaver, and is eligible to receive an employer contribution of 3% of gross taxable earnings.

In FY21 this contribution was $19,534 (FY20: $21,107).

Board composition

thl ’s constitution allows no less than three and up to ten Directors. As at 30 June 2021, the Board of Directors comprised six

Directors, all of whom are Non-Executive Directors.

DIRECTORROLESDIRECTOR SINCEINDEPENDENCE

Rob CampbellChair, Chair Market Disclosure Committee,

Member Audit Committee, Member

Remuneration & Nomination Committee, Member

Marketing & Customer Experience Committee,

Member Sustainability & Risk Committee

May 2013Independent Director

Debbie BirchChair Marketing & Customer Experience

Committee, Member Audit Committee,

Member Sustainability & Risk Committee

September 2016Independent Director

Cathy QuinnChair Sustainability & Risk Committee,

Member Audit Committee, Member Market

Disclosure Committee, Member Marketing

& Customer Experience Committee

September 2017Independent Director

Gráinne TrouteChair Remuneration & Nomination Committee,

Member Audit Committee, Member Marketing

& Customer Experience Committee, Member

Sustainability & Risk Committee

February 2015Independent Director

Rob HamiltonChair Audit Committee, Member Remuneration

& Nomination Committee, Member Market

Disclosure Committee

February 2019Independent Director

Guorong QianMember Remuneration & Nomination

Committee

July 2019Non-Independent

Director

Table of Board attendance

DIRECTOR

BOARD

MEETING

AUDIT

COMMITTEE

MEETING

REMUNERATION

& NOMINATION

COMMITTEE

MEETING

DISCLOSURE

COMMITTEE

MEETING

MARKETING

& CUSTOMER

EXPERIENCE

COMMITTEE

MEETING

SUSTAINABILITY &

RISK COMMITTEE

MEETING

Rob Campbell

1095756

Debbie Birch

984245

Cathy Quinn

1095756

Gráinne Troute

1095256

Rob Hamilton

995756

Guorong Qian

995256

Total meetings held

1095756

Director and Officer gender composition

As at 30 June 2021, being the balance date, thl ’s Director and Officer gender composition was as follows:

20212020

MALEFEMALEMALEFEMALE

Directors

3 (50%)3 (50%)3 (50%)3 (50%)

Officers*

6 (86%)1 (14%)3 (60%)2 (40%)

Executive team**

6 (75%)2 (25%)––

* As per the definition for ‘Officers’ in the Listing Rules

** The new thl Executive team established in September 2020 are the C-suite leaders. Jo Hilson joined thl as Chief Technology Officer after 30 June.

The current gender composition of the Executive team is six males (67%) and three females (33%)

Corporate governance (continued)
For the year ended 30 June 2021

Corporate governance (continued)

For the year ended 30 June 2021

thl Integrated Annual Report 2021140141

Substantial product holders

The following information is provided in compliance with section 293 of the Financial Markets Conduct Act 2013 and records

Substantial Product Holder notices received as at 30 June 2021.

NUMBER OF ORDINARY SHARES IN WHICH

A RELEVANT INTEREST WAS HELD

PERCENTAGE

%

HB Holdings Limited

26,789,44018.26%

Accident Compensation Corporation

8,260,4345.58%

Wilson Asset Management International Pty Limited

7,425,6745.02%

Spread of shareholders

The ordinary shares of Tourism Holdings Limited are listed on the NZX Main Board.

As at 30 June 2021 the total number of voting securities on issue was 151,489,050.

SIZE OF SHAREHOLDINGS

NUMBER OF

HOLDERS

NUMBER OF

SHARES HELD

% OF TOTAL

ISSUED SHARES

1 - 1,000

1,879 996,381 0.66%

1,001 - 5,000

3,182 8,477,214 5.60%

5,001 - 10,000

1,018 7,377,713 4.87%

10,001 - 50,000

814 16,006,774 10.57%

50,001 - 100,000

71 4,992,104 3.30%

100,001 and over

59 113,638,864 75.01%

7,023 151,489,050 100.00%

The above shows the spread of shareholders as at 30 June 2021. The shareholding of New Zealand Central Securities Depository

Limited (NZCSD) has been reallocated to the applicable members of NZCSD.

CEO remuneration (continued)

Total CEO remuneration

The total remuneration of the CEO was as follows:

FY2021FY2020

Base salary

$651,117$588,417

Short-term incentive

––

Share retention scheme*

$271,200–

Long-term incentive

$243,600$242,500

Total

$1,165,917$830,917

* Consisted of retention share rights and share options issued in July 2020. Vesting was subject to certain requirements as detailed on page 135.

50% of the share rights vested in July 2021 and were converted into ordinary shares

The contracted CEO base remuneration has been $678,000 since 2018. The CEO has made voluntary reductions in salary in FY19,

FY20 and FY21. The base salary reflected in the table above is the actual paid amount.

Related Payment for Tourism Futures Taskforce

During FY21, the CEO was appointed as Co-Chair of the Tourism Futures Taskforce, established by the Ministry of Business,

Innovation and Employment (MBIE). thl approved the CEO receiving payments directly f rom MBIE for work undertaken in that

capacity. The total received by the CEO f rom MBIE was $30,111. thl was not involved in the receipt or payment of funds.

Employee remuneration

The number of employees in the Group or former employees (not including Directors) whose remuneration that was paid

in the 2021 financial year (including severance pay) was within the specified bands is as follows:

REMUNERATION

IN $000’s

NUMBER OF

EMPLOYEES

100–10926

110 –11923

120 –12911

130 –1397

140–14911

150 –1595

160 –1696

170 –1793

180 –1896

190 –1992

200 –2094

220 –2292

230–2394

240–2493

260–2691

280–2891

290–2991

300–3092

310–3191

370–3792

410–4191

460–4691

470–4791

5705791

9309391

118011891

Total128

Corporate governance (continued)
For the year ended 30 June 2021

Corporate governance (continued)

For the year ended 30 June 2021

thl Integrated Annual Report 2021142143

Twenty largest shareholders

AS AT 30 JUNE 2021NUMBER OF ORDINARY SHARES

1 HSBC Nominees (New Zealand) Limited

32,913,950 21.73%

2 Citibank Nominees (Nz) Ltd

15,112,370 9.98%

3 JPMORGAN Chase Bank

10,580,477 6.98%

4 Accident Compensation Corporation

9,020,462 5.95%

5 Forsyth Barr Custodians Limited

5,881,528 3.88%

6 New Zealand Depository Nominee

3,998,937 2.64%

7 Alpine Bird Manufacturing Limited

1

3,260,870 2.15%

8 Bnp Paribas Nominees NZ Limited

2,774,115 1.83%

9 Grant Gareth Webster & Stephen David Webster

2

2,222,963 1.47%

10National Nominees New Zealand Limited

1,653,500 1.09%

11 HSBC Nominees (New Zealand) Limited

1,573,649 1.04%

12Forsyth Barr Custodians Limited

1,547,644 1.02%

13Dean Neil Edgerton & Nicole Tonnile Edgerton & William Desmond Edgerton

1,421,781 0.94%

14Kay Jocelyn Howe

1,292,702 0.85%

15FNZ Custodians Limited

1,273,536 0.84%

16Custodial Services Limited

1,229,814 0.81%

17Moon Chul Choi & Keum Sook Choi

1,152,222 0.76%

18Alpine Bird (New Zealand) Limited

1

1,144,720 0.76%

19Ja Hong Koo & Pyung Keum Koo

1,050,000 0.69%

20FNZ Custodians Limited

977,024 0.64%

100,082,264 66.00%

1

Entities related to Grant Brady

2

Represents shares beneficially owned by Grant Gareth Webster

The shareholding of New Zealand Central Securities Depository Limited (NZCSD) has been reallocated to the applicable

members of NZCSD.

Directors’ shareholdings

As at 30 June 2021, Directors had relevant interests in ordinary shares in thl as below:

INTERESTSHARES

Rob Campbell

Beneficial839,282

Debbie Birch

Beneficial37,442

Cathy Quinn

Beneficial33,673

Gráinne Troute

Beneficial95,833

Rob Hamilton

Beneficial32,268

Guorong Qian

NilNil

Directors’ share dealings

Details of the Directors’ acquisitions and disposals of relevant interests in the ordinary equity securities issued by the Company

are as follows:

Tutanekai Investments Limited (an entity beneficially associated with Rob Campbell) was issued 13,324 ordinary shares on

1 October 2020 at $2.189 per share, as part of Rob Campbell’s Director remuneration for the six months ended 30 September

2020, and 19,071 ordinary shares on 1 April 2021 at $2.294 per share as part of his Director remuneration for the six months ended

31 March 2021.

Debbie Birch was issued 4,899 ordinary shares on 1 October 2020 at $2.189 per share as part of her Director remuneration for the

six months ended 30 September 2020, and 7,012 ordinary shares in the Company on 1 April 2021 at $2.294 per share as part of

her Director remuneration for the six months ended 31 March 2021.

Rob Hamilton was issued 7,804 ordinary shares on 1 October 2020 at $2.189 per share as part of his Director remuneration for

the six months ended 30 September 2020, and 11,170 ordinary shares on 1 April 2021 at $2.294 per share as part of his Director

remuneration for the six months ended 31 March 2021.

General notice of Directors’ interest

Directors have made general disclosures of interests in accordance with s140(2) of the Companies Act. Current interests as at

30 June 2021, and those which ceased during the year, are tabulated below. New disclosures advised during the 2021 financial

year are italicised.

Rob Campbell• Ara Ake Limited

• Auckland University of Technology

• He Toutou Mo Te Ahika Trust

• Just Move Charitable Trust

• New Zealand Rural Land Co.

• NZ Equity Management

• Pāua Wealth Management

• Precinct Properties New Zealand Limited

• Serica Credit Fund

• SkyCity Entertainment Group Limited

• Summerset Group Holdings Limited –

resignation advised in April 2021

• THL Corporate Trustee Limited

• Tutanekai Investments Limited

• Ultrafast Fibre Limited

• WEL Networks Limited

• Chair

• Chancellor

• Trustee

• Trustee

• Chair

• Investment Committee Member

• Advisory Board Member

• Director and Shareholder

• Director

• Chair

• Chair and Shareholder

• Director

• Chair and Shareholder

• Director

• Chair

Debbie Birch• Birch & Associates Limited

• Ngāti Awa Group Holdings Limited

• Ngāti Awa Tourism Limited

• NZ Growth Capital Partners Limited – resignation

advised in January 2021

• Raukawa ki te Tonga AHC Limited

• Taupō Moana Investments Limited

• Te Pūia Tāpapa GP Limited

• Tūwharetoa Hau Rau GP Limited

• Wellington Free Ambulance Trust

• White Island Tours Limited

• Te Puna Whakaaronui’s Thought Leaders Group

• Treasury Capital Markets Advisory Committee

• Director

• Director

• Director

• Director

• Chair

• Chair

• Director

• Director

• Trustee

• Director

• Member

• Member

thl Integrated Annual Report 2021144145
Corporate governance (continued)

For the year ended 30 June 2021

Corporate governance (continued)

For the year ended 30 June 2021

General notice of Directors’ interests (continued)

Cathy Quinn• Fertility Associates Holdings Limited

• Fletcher Building Industries Limited

• Fletcher Building Limited

• Fonterra Co-operative Group Limited

• MinterEllisonRuddWatts

• New Zealand Treasury Board – resignation

advised in November 2020

• Rangatira Limited

• University of Auckland

• Chair

• Director

• Director

• Director

• Consultant

• Member

• Director

• Pro-Chancellor

Gráinne Troute• Investore Property Limited

• Summerset Group Holdings Limited

• Tourism Industry Aotearoa

• Director

• Director

• Chair

Rob Hamilton• Auckland Grammar School

• SkyCity Entertainment Group Limited –

resignation advised February 2021

• Stelvio Consulting Limited

• Synlait Milk Limited

• Trustee

• Chief Financial Officer

• Director and Shareholder

• Consultant

Guorong Qian• CITIC Capital Holdings Limited• Vice Chairman

NZX Waivers

On 27 February 2017 thl obtained a waiver f rom NZXR f rom Rule 8.1.7 (which ensures that options may not be subsequently

amended by an issuer in a manner that is detrimental to the interests of the holders of the underlying Equity Securities). The

waiver was granted to the extent that the Rule would otherwise prevent the issue of options under thl ’s long-term incentive

scheme for senior executives, introduced in 2017. The ruling allows for a formula to be used for the exercise price of the options

that will result in a fluctuating exercise price.

On 22 May 2019 thl obtained a waiver f rom NZXR f rom Listing Rule 6.5.2 under the revised NZX Listing Rules. This waiver

re-documented the existing waiver received on 27 February 2017 in respect of Rule 8.1.7 under the former NZX Listing Rules. In

April 2021, thl relied on this waiver in the issuance of new options under its long-term incentive scheme.

Directors’ loans

There were no loans by the Group to Directors.

Directors’ insurance

The Group has arranged insurance cover and provided deeds of indemnity for Directors’ and Officers’ liability.

Auditor

In accordance with section 207T of the Companies Act 1993, PricewaterhouseCoopers are appointed as the Group’s auditors.

Auditors’ remuneration is detailed in note 4 to the financial statements.

Subsidiary companies

During the financial year ending 30 June 2021, the Directors of thl ’s subsidiary companies were as follows. No Director of

any subsidiary received beneficially any Director’s fees or other benefits except as an employee. The remuneration and other

benefits of such employees, received as employees, are included in the relevant bandings for remuneration disclosed under

Employee Remuneration on page 140.

THL Motorhomes LimitedGrant Webster

THL Motorhomes UK LimitedGrant Webster and Daniel Schneider

Waitomo Caves LimitedGrant Webster

Waitomo Caves Holdings LimitedGrant Webster

GeoZone LimitedGrant Webster

THL Corporate Trustee LimitedRob Campbell

Road Bear NZ LimitedGrant Webster

TH2connect GP LimitedGrant Webster, Nick Judd (appointed September 2020) and Jennifer Bunbury

(ceased September 2020)

Action Manufacturing Group GP LimitedGrant Webster, Nick Judd (appointed January 2021), Grant Brady, Chris Devoy,

Ralph Marshall

Maui Rentals Pty LimitedGrant Webster and Catherine Meldrum

The Green Bus Company Pty LimitedGrant Webster and Catherine Meldrum

THL Oz Pty LimitedGrant Webster and Catherine Meldrum

Tourism Holdings Rental Vehicles Pty LimitedGrant Webster and Catherine Meldrum

World Travel Headquarters Pty LimitedGrant Webster and Catherine Meldrum

Tourism Holdings Australia Pty LimitedGrant Webster, Catherine Meldrum and Rob Campbell

THL Group (Australia) Pty LimitedGrant Webster and Catherine Meldrum

El Monte Rents IncGrant Webster

JJ Motorcars IncGrant Webster

Tourism Holdings USA IncGrant Webster

Outdoria Pty LimitedGrant Webster, Gerard Ryan

thl Integrated Annual Report 2021146147
Board of Directors

Rob Campbell (Auckland) Chair

Independent Director appointed in May 2013. Rob Chairs the thl Board (appointed August 2013) and the Market Disclosure

Committee (appointed April 2014), and serves on all of thl’s Board sub-Committees. Rob has over 30 years’ experience

in investment management and corporate governance. Rob is currently Chair of SkyCity Entertainment Group Limited,

New Zealand Rural Land Co., Ultrafast Fibre Limited and WEL Networks, and is a Director of Precinct Properties. Rob trained

as an economist and has worked in a variety of capital market advisory and governance roles over a long period.

Debbie Birch (Wellington)

Independent Director appointed in September 2016. Debbie Chairs the Marketing & Customer Experience Committee

(appointed November 2019) and serves on the Audit Committee and Sustainability & Risk Committee. Debbie has held various

Director and trustee positions for the last 10 years and is currently Chair of Taupō Moana Investments Limited and Raukawa ki

te Tonga AHC Limited. Debbie is a Board member of White Island Tours Limited, Ngāti Awa Group Holdings Limited, Te Pūia

Tāpapa GP Limited, a Trustee of Wellington Free Ambulance and a Member of Treasury’s Capital Markets Advisory Committee

and Te Puna Whakaaronui Thought Leaders Group. Debbie has significant financial, commercial and strategic experience

gained in Asia, Australia and New Zealand with more than 30 years’ working in global capital markets.

Rob Hamilton (Auckland)

Independent Director appointed in February 2019. Rob Chairs the Audit Committee (appointed November 2019) and serves

on the Remuneration & Nomination Committee and Market Disclosure Committee. Previous roles held by Rob include Chief

Financial Officer at SkyCity Entertainment Group Limited, which included oversight of SkyCity’s International Business division

and ICT function. Rob has also previously served as a Managing Director and the Head of Investment Banking at Jarden

(formerly First NZ Capital). Rob is a respected member of the finance community, with more than 30 years’ experience in senior

finance roles. Rob is also a Board of Trustees member for Auckland Grammar School and has previously been a Board member

on the New Zealand Olympic Committee.

Guorong Qian (China)

Non-Independent Director appointed in July 2019. Guorong serves on the Remuneration & Nomination Committee. Guorong is

currently Vice Chair of CITIC Capital Holdings Limited, a global investment management and advisory firm which employs over

320 staff through seven offices in China, Japan and the United States. Guorong has been with CITIC Capital in various roles since

its founding. He previously worked in various brokerage, asset management and investment roles.

Cathy Quinn (Auckland)

Independent Director appointed in September 2017. Cathy Chairs the Sustainability & Risk Committee (appointed May 2019)

and serves on the Audit Committee, Marketing & Customer Experience Committee and Market Disclosure Committee. Cathy

is a former senior corporate partner at MinterEllisonRuddWatts. She served as the firm’s Chair for eight years and was also a

member of the Australasian MinterEllison Legal Group Executive Board for the period she Chaired the firm. Cathy is a Director

of Fletcher Building Limited, Fonterra Co-operative Group Limited, Rangatira Limited and is Chair of Fertility Associates. Cathy

is also Pro-Chancellor of the University of Auckland. Cathy is a former member of the NZ Securities Commission and Capital

Markets Development Taskforce, and was made an Officer of the NZ Order of Merit in 2016 for services to law and women.

Gráinne Troute (Auckland)

Independent Director appointed in February 2015. Gráinne Chairs the Remuneration & Nomination Committee (appointed

February 2015) and serves on the Audit Committee, Sustainability & Risk Committee and Marketing & Customer Experience

Committee. Gráinne is a Chartered Member of the Institute of Directors and is also a Director of Summerset Group Holdings

Limited and Investore Property, and is Chair of Tourism Industry Aotearoa. Gráinne is a professional Director with many years’

experience in senior executive roles. Gráinne was General Manager, Corporate Services at SkyCity Entertainment Group and

Managing Director of McDonald’s Restaurants (NZ). Gráinne also held senior management roles with Coopers and Lybrand

(now PwC) and HR Consultancy Right Management. She has also spent many years as a Trustee and Chair in the not-for-profit

sector, including having been the Chair of Ronald McDonald House Charities New Zealand for five years.

Corporate information

Directors

Rob Campbell – Chair

Debbie Birch

Rob Hamilton

Guorong Qian

Cathy Quinn

Gráinne Troute

Executive Team

Grant Webster – Chief Executive Officer

Nick Judd – Chief Financial Officer

Gordon Hewston – Chief Operating Officer

(Northern Hemisphere)

Kate Meldrum – Chief Operating Officer

(Australia)

Matthew Harvey – Chief Operating Officer

(New Zealand)

Ollie Farnsworth – Chief Commercial and

Customer Officer

Juhi Shareef – Chief Responsibility Officer

Jo Hilson – Chief Technology Officer

Steven Hall – Deputy Chief Financial Officer

Registered office

Level 1

83 Beach Road

Auckland 1010

New Zealand

Share register

Tourism Holdings Limited shares are listed

on the New Zealand Stock Exchange (NZX)

Share registrar

Link Market Services Limited

PO Box 91976

Auckland

Tel: +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

Auditors

PwC

Auckland, New Zealand

Solicitors

MinterEllisonRuddWatts

Auckland, New Zealand

Investor relations enquiries

Amir Ansari

Email: investor.relations@thlonline.com

thl Integrated Annual Report 2021148
Notes

INTEGRATED
ANNUAL REPORT

2021

---

Tourism Holdings Limited Results Announcement




Results for announcement to the market

Name of issuer Tourism Holdings Limited

Reporting Period 12 months to 30 June 2021

Previous Reporting Period 12 months to 30 June 2020

Currency New Zealand Dollars


Amount (000s) Percentage change

Revenue from continuing

operations

$359,173 (10)%

Total Revenue $359,173 (10)%

Net profit/(loss) from continuing

operations

$(14,514) (153)%

Total net profit/(loss) $(14,514) (153)%

Final Dividend

Amount per Quoted Equity

Security

It is not proposed to pay a final dividend.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per Quoted

Equity Security

$1.73 $1.86

A brief explanation of any of the

figures above necessary to

enable the figures to be

understood

Refer to attached investor presentation.


Authority for this announcement

Name of person


authorised to

make this announcement

Rob Campbell

Contact person for this

announcement

Grant Webster

Contact phone number +64 9 336 4255

Contact email address grant.webster@thlonline.com

Date of release through MAP


26 August 2021


Audited financial statements accompany this announcement.

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.