Annual Report 2022
NZAI
1
NZAI
23
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Who We Are
Key Metrics
FY22 in Review
The Board
Strategy
Supply Chain
A Spotlight on Hybrid and Electric Vehicles
Financial Summary
Financial Statements
Statement of Corporate Governance
Statutory Disclosures
Corporate Directory
4
6
8
12
14
16
19
20
29
67
77
86
This Annual Report is dated 27 June 2022
and is signed on behalf of the Board by:
Charles Bolt
Interim Chair, NZ Automotive Investments Limited
Tracy Rowsell
Director, NZ Automotive Investments Limited
CONTENTS
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Cover: 2 Cheap Cars Hamilton dealership
Inside front cover: 2 Cheap Cars top selling vehicle in FY22, Toyota Aqua Hybrid
NZAI
45
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
2 Cheap Cars locations
Who we are
Helping
Kiwis Afford
Great Cars
NZAI is an integrated used automotive group
operating throughout New Zealand via two
divisions: automotive retail and vehicle finance.
Our mission is to deliver quality cars and financing
solutions at the most affordable prices to the
average New Zealander.
Operating under the “2 Cheap Cars” brand, our
automotive retail division is one of the largest
used vehicle retailers in New Zealand with 13
dealerships across the country. 2 Cheap Cars has
sold on average 9,036 cars annually over the past
three years and was responsible for approximately
6.7 percent of all used car import sales in
New Zealand in FY22.
2 Cheap Cars is vertically integrated from
procurement to the point of sale. Staff from our
Japanese subsidiary, Car Plus, directly attend
Japanese car auctions, visually inspect stock, and
select which vehicles to buy. Having a presence
in Japan provides greater control over our supply
chain, improves vehicle quality, allows us to select
cars that we believe will appeal to New Zealand
consumers and achieve lower price points.
Our vehicle finance division operates under the
“NZ Motor Finance” brand. It originates loans both
from external partners and from cross-selling to
automotive retail customers, which allows NZ Motor
Finance to grow its finance book with minimal
acquisition and administrative costs.
7,882
Cars sold in FY22
87(FTE)
Employees
13
Dealerships Nationwide
16%
Digital Sales
~24
Days average time from car
arriving at a lot to sale FY22
32%
Finance demand from NZAI
retail customers in FY22
$
Auckland (7)
Hamilton
Palmerston North
Tauranga
Napier / Hastings
Wellington
Christchurch
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
KEY MEtrics
$
1.7m
UNDERLYING NPAT
1
down 55.7%
3.1CPS
FULL YEAR DIVIDEND
Final gross dividend of 0.88
cps to be paid in June 2022
down 18.9% ($0.6m)
2.6 m
NPAT
$
0.6m
NET OPERATING
CASHFLOW ex LENDING
down ($6.8M)
$
66.0m
REVENUE & INCOME
down 0.3%
1
Underlying NPAT is a non-IFRS measure and excludes the net consideration from rearrangement of leases.
2 Cheap Cars Botany dealership
NZAI
89
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
FY22 IN REVIEW
The last financial year was a difficult one for the business with the Covid 19
restrictions having a greater impact than in FY2021, meaning our dealership
network was restricted from fully operating for a total of 108 days.
The reduced ability to trade during the lockdowns and pandemic-related
uncertainty impacted buyer behaviour, whilst the Omicron outbreak in January
and February 2022 meant more stringent self-isolation with the business not
experiencing the same level of bounce back in sales previously experienced
after the first lockdown in 2021.
The August lockdown provided an opportunity for
the Company to review stock and process vehicles,
freeing up future capacity. While the decision to bring
this initiative forward was made to improve processing
capacity and to enable a stock clearance strategy
ahead of the move to new premises, it did absorb more
time and incurred more cost to resolve than had been
anticipated.
As a consequence of the lower volume of vehicle sales
and the new CCCFA lending standards, 2 Cheap
Cars’ finance and insurance income was impacted in
the second half of the year. The changes to lending
standards made it more difficult for some customers to
access consumer finance, and also increased the time
for our third party providers to process applications.
The second half of the year was also impacted by an
unexpected strengthening of the New Zealand dollar
against the Japanese Yen. This affected the Company’s
foreign exchange hedge position with respect to
committed inventory purchases, across the FY22 balance
date, resulting in an adverse impact on net profit after
tax.
Group Financial Results and Dividend
The rearrangement of the Company’s leases associated
with the shift of the vehicle processing Hub from Mt
Wellington to Onehunga realised a one off gain of $0.9
million, resulting in a reported NPAT of $2.6 million.
Underlying NPAT was $1.7 million.
Net operating cashflow, excluding NZ Motor Finance
lending decreased by $6.8 million in FY22 due to the
timing of inventory purchases, in particular a prepaid
vehicle shipment of $3.2 million at the end of March 2022.
NZAI’s balance sheet remained solid, with $3.8 million in
cash and net debt of $8 million as at 31 March 2022.
The Company’s dividend policy is to target a payout
ratio of between 50% and 60% of underlying NPAT. The
Board declared a final dividend for the financial year of
0.88 cents per share which, combined with the interim
dividend of 2.22 cents per share, delivered a total gross
dividend per share of 3.1 cents for FY22.
Results by Division
Automotive Retail
The Covid 19 restrictions meant that the business was
restricted from fully operating for a total of 108 days, or
30% of the year, with 63 of the impacted days falling
in the second half of the financial year. Accordingly,
revenue decreased by 2.1% to $63.4 million. The
business sold 7,882 vehicles, being 325 less than last
year. The reduction in the number of vehicles sold was
primarily offset by the ability to increase selling prices.
In the first half of the year the business purchased a
greater number of vehicles than in the prior comparative
period as part of a plan to build stock ahead of shipping
and logistics challenges and potential stock shortages.
The purchase price of these vehicles increased on
average by almost 15% - a reflection of macroeconomic
factors including a reduced supply of new vehicles
globally. The increased global demand, combined with
regulatory changes in New Zealand, requiring better
quality, has resulted in higher prices for used vehicles.
As foreshadowed in last year’s Annual Report,
demand for electric and hybrid electric vehicles (EV/
HEV) has continued to increase, with these types of
vehicles accounting for 27% of all sales in FY22. The
Company increased its inventory of EV/HEVs to meet
the anticipated increase in demand as a result of the
Government’s Clean Car Discount Scheme, increasing
petrol and diesel prices, and the consequent consumer
demand for these types of vehicles.
Move to New Vehicle Processing Facility
As part of a strategy to take advantage of the Company’s
vertical integration, the Company moved into an
expanded vehicle processing Hub in Onehunga, also
investing in equipment and processes to optimise flow
and output. This move will set the business up for greater
vehicle processing capacity to position the business for
sales growth, while providing greater amenity and a safer
and more pleasant working environment for employees
and contractors.
Digital Marketing
A further strategic initiative was the introduction of click
and collect functionality to the Company’s website which
was developed on the back of the 2020 lockdowns. This
innovation resulted in 39% of all vehicle sales during the
lockdown period being completed through the click and
collect channel, and 16% of all vehicle sales over the
whole financial year were completed this way.
Automotive Finance
NZ Motor Finance’s loan book grew from $3.8 million to
$6.8 million, an increase of 79%. As at 31 March 2022
NZ Motor Finance had 889 loans in place.
People and Culture
In April 2022, inaugural Chair Karl Smith and
Independent Director Michele Kernahan stepped
down from the Board. Tim Cook joined the Board as an
Independent Director and Charles Bolt was appointed as
the Interim Chair, having been an Independent Director
since listing. The Board is looking to appoint at least one
further Independent Director in the coming months.
The Board is working closely with management to review
the operating structure of the Group to ensure that the
business is positioned for growth, and that it has the right
skillsets that will be required to deliver on that strategy.
NZAI
1011
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
There is no doubt that the past year has seen many
challenges and disruptions resulting from the pandemic.
The Company is appreciative of its employees who have
remained focused on supporting the customers and each
other during this period, and has put in place a number
of strategies to lift engagement and attract and retain
talent.
Outlook
By achieving greater efficiencies in the relocated
vehicle processing Hub, and expanding the dealership
footprint and a significant uplift in sales and marketing
investment, the Company is well positioned for growth
and development.
In May 2022 the Government released its finalised
Emissions Reduction Plan, which confirms that e-mobility
will play a fundamental role in New Zealand’s emissions
reductions, targeting 30% of EVs on roads by 2035.
This includes a national charging infrastructure strategy,
a pilot clean car programme to scrap and replace old
vehicles, and an EV leasing programme for low income
households. These initiatives from the Government,
coupled with the increasing customer demand for more
fuel efficient and environmentally friendly vehicles in the
wake of increasing fuel prices, mean that the Company
will focus on the opportunities that these evolving
dynamics present.
The Board and Management remain of the view that
access to affordable, high quality vehicles is an essential
need in New Zealand. We will continue to find ways of
delivering on that vision in the changing landscape as we
help Kiwis afford great cars.
We would also like to thank our 3,000 shareholders for
their continuing support.
Charles Bolt
Interim Chair
David Page
Chief Executive Officer
Another happy customer from our Christchurch dealership
NZAI
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ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Charles Bolt
INTERIM CHAIRPERSON, INDEPENDENT, NON EXECUTIVE DIRECTOR
Charles has a background in corporate law and as a Senior Executive
in a major listed Company. Beginning his career in capital markets
regulation with the NZX, he then worked for New Zealand law firm Bell
Gully before joining Fletcher Building where he most recently held the
role of Group General Counsel and Company Secretary until 2019. He
is currently Head of Governance Services for Computershare NZ and
a member of the NZ Markets Disciplinary Tribunal. Charles holds an
LLB from Victoria University and has completed the Senior Executive
Programme at Columbia University, New York. Charles has been a
Director of NZAI since December 2020.
the board
Tim Cook
INDEPENDENT, NON EXECUTIVE DIRECTOR
Tim Cook joined NZ Automotive Investments as a Director in April
2022. Tim brings motor vehicle industry experience and was previously
a Director and Chair of Auckland City BMW, Mini and Rolls Royce
between 2008 and 2015. He was previously an Independent Director
of NZX listed companies including Charlie’s Group prior to the Asahi
takeover in 2011, Plexure and Good Spirits Hospitality. He continues
to hold a number of other directorships and is currently the Chair of
Medsector Advisers Limited, The Heart Group and MyWave.AI.
Eugene Williams
NON INDEPENDENT, EXECUTIVE DIRECTOR, CO-FOUNDER
Prior to founding 2CC in 2011 with David Sena, Eugene had been a
successful small business owner in the education and FMCG sectors.
Eugene has responsibilities for sales and marketing. He has been a
Director of NZAI since its inception.
Tracy Rowsell
NON INDEPENDENT, NON EXECUTIVE, DIRECTOR
Tracy is an advisory partner at BDO Auckland, with more than 20 years
of experience in providing business advisory and taxation services to
a wide array of local and overseas clients. She has provided advice to
2CC since 2012 and has a deep understanding and knowledge of the
business. Tracy has been a Director of NZAI since December 2020.
David (Yusuke) Sena
NON INDEPENDENT, EXECUTIVE DIRECTOR, CO-FOUNDER
David founded 2CC in 2011 with Eugene Williams. He has
responsibilities for procurement and supply chain aspects of the
Company. David was born in Japan and has been influential in
developing and maintaining relationships with vehicle suppliers. He has
been a Director of NZAI since its inception.
Current Board as of 22nd June 2022
2 Cheap Cars Botany Dealership
NZAI
1415
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
GROW COMPANY VALUE.
LEAD THE WAY.
Deliver the best
used cars.
Be a trusted brand
and partner.
strategy
Areas of focus and investment:
•
•
Actively increase supply of affordable EV & HEV’s.
•
Leverage our scale to drive efficiencies.
Areas of focus and investment:
•
• Automate internal processes.
•Execute on customer insights.
Areas of focus and investment:
• Increase finance penetration.
•
Implement digital application and fulfilment.
Areas of focus and investment:
•
Deepen connection with our 130,000 followers
on social media.
•Invest in customer care team.
•Uplift net promoter score from 4.33 to 4.5.
• Deliver customer value through partnerships.
Areas of focus and investment:
• Expansion of national dealership footprint.
• Upgrade and modernise physical dealerships.
•
Invest in brand / advertising.
By strengthening, leveraging, and growing our foundation to build a diversified
automotive group. We have recognised five strategic priorities to achieve this:
1
2
3
4
5
6
+
+
how we will achieve our goals
1.Expand supply chain
3.
OPTImis
e loan book
4.
improve digital
offering
Progress to date:
Expanded vehicle processing Hub
Expand national dealership footprint
Actively increased supply of afordable
EVs and HEV’s
Implement digital application with loan book
Refine end to end online buying process
Uplift net promoter score from 4.3 to 4.5
5. build brand and
cus
tomer experience
Helping Kiwis Afford Great Cars
OUR PURPOSE
Strategic Goals
Expand our HUB car processing to unlock growth.
2. Grow retail
dis
tribution platform
Refine full end-to-end online buying process.
NZAI
1617
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Supply Chain
Distribution to Yards:
•Vehicles are transported from the Hub to 2 Cheap
Cars’ 13 dealerships across the country.
Our Vehicle Processing Hub
New home for NZAI
Earlier this year we successfully relocated our Vehicle
Processing Hub and Head Office to new premises in
Onehunga. This was a strategic move to enable the
business to grow. The Company has also taken the
opportunity to invest in equipment and processes to
optimise flow and output.
What the vehicle processing Hub does
The Hub contains our Workshop, Grooming, Quality
Control, Photography and Dispatch functions, along with
offices for our customer care and administration teams.
Internal Checks
After receiving the internal certification from independent
compliance centres, vehicles are then transported to the
Hub where they undergo a further round of mechanical
checks by 2 Cheap Cars’ own mechanics to ensure
quality. A quality control team perform final checks.
In housing of services
As part of the set-up of the Hub, there are some services
that have been partly brought in-house. This includes:
grooming, a panel and paint team and a diagnostic
mechanic.
Dispatch and logistics
The Hub is more than 1.5 times the size of the previous
location and can store more vehicles for processing.
We are finding synergies within our processes and have
a smoother output flow, through the site, which has
increased capacity. This will play a part in our future
growth plans to expand our network.
The Hub is also a safer place for both our staff and
suppliers to work from, with dedicated areas for trucks
to move around the building. The operation is now
physically closer to more of our suppliers reducing lost
time in transit.
2
1
4
5
6
3
Independent
Compliance
Distribution
to Yard
Car Sold
Procurement
Logistics
and Import
Internal Check's
at the Vehicle
Processing Hub
Japan:
•Staff from NZAI’s Japanese subsidiary, Car Plus,
directly attend Japanese car auctions,
visually inspect stock, and select vehicles.
Logistics:
•
A Japanese local agent is responsible for the
logistics of bringing cars from the auction
house to New Zealand.
Car Sold:
•
In FY22 it took (on average) 24 days from the date
the car arrived on the yard for it to be sold.
Independent Compliance:
•
Upon arrival in New Zealand, each vehicle is
independently tested by a third party approved by
the New Zealand Transport Agency to ensure
it adheres to the country’s safety and environmental
standards. This process is known as entry
certification.
Processing Hub:
•Vehicles undergo servicing and a further round of
mechanical checks by 2 Cheap Cars’ own
mechanics to ensure quality.
•Third party contractors groom the cars
•
Quality Control team perform final checks and
ensure the vehicles are in good in condition for
customers.
Vehicle Processing Hub in Onehunga
NZAI
1819
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
A Spotlight on Hybrid AND
Electric Vehicles.
Market Dynamics continue to create demand for used
vehicles
The number of electric vehicles registered in
New Zealand grew by 66%
1
year on year to 34,513 in
FY22. During the same period, there were 121,334
1
hybrid petrol vehicles registered, representing an
increase of 44%.
The clean car feebate scheme came into effect on the
1st of April 2022. This, together with rising global fuel
costs, continues to positively impact the demand for EV/
HEV’s.
What is happening from a regulatory perspective?
In May 2022 the Government released its finalised
Emissions Reduction Plan, targeting 30% of EVs on
roads by 2035. This includes a national charging
infrastructure strategy, a programme to scrap and
replace old vehicles, and an EV leasing programme for
low income households.
Under the clean car feebate scheme, vehicles with lower
C02 emissions attract a rebate from the Government
and higher emission vehicles may attract a fee. Typically
hybrid and electric vehicles are favoured by these
schemes, given they generally emit less C02 per km
travelled.
These initiatives from the Government, coupled with
the increasing customer demand for more fuel efficient
and environmentally friendly vehicles have created
opportunities for NZAI.
How are we responding to the changes?
Sales of EV/HEV’s have almost doubled over the past
12 months, with EV/HEV sales representing 27% of all
2 Cheap Cars’ vehicles sold, rising to 37% in the last
quarter of FY22.
However, hybrid vehicles will be more dominant in our
market segment over next few years. We have over ten
different models currently available for sale to our
New Zealand customers.
The Three A’s for helping Kiwi’s make the switch to
Electric vehicles:
Availability: 2 Cheap Cars specialises in light vehicle
imports (including EV/HEV) and is well placed to service
the growing demand for this type of vehicle.
Affordability: Our customers are everyday Kiwis who
rely on safe, reliable and affordable transport. Making
sure that electric vehicles are affordable, safe and
reliable will be fundamental to New Zealand making the
switch to lower carbon emission vehicles.
Awareness: In order for Kiwis to feel confident in
making the switch to an electric or hybrid vehicle, it is
important that they understand the benefits and potential
limitations and are provided with the right information to
make an informed decision.
1
Source: Ministry of Transport electric vehicle registrations (March 2021 to March 2022)
NZAI
2021
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Financial summary
Operating Revenue
NZAI operates two divisions.
The automotive retail division’s revenue is primarily from the sale of motor vehicles and from agent commissions relating
to the sale of third-party finance and insurance products.
The vehicle finance division generates finance income from lending to customers who are financing motor vehicles
and from selling guaranteed asset protection insurance and payment protection insurance products. Finance income
is either recognised as contractual income earned on loans at fair value through profit or loss or as finance income
received at amortised cost.
Changes in operating revenue
2022
$000
2021
$000
Change
%
Revenues from retail operations 63,046 64,362 (2.0%)
Finance Income from finance Business 1,185 1,004 18.0%
Other Income 1,725 759 127.3%
Total Revenue and income 65,956 66,125 (0.3%)
FY22 revenue and income
1
of $66.0m decreased by $0.2 million on FY21. Revenue from retail operations decreased by
2.0% to $63.0 million on the back of lower sales volumes impacted by Covid-19 related restrictions. The reduction in the
number of vehicles sold was offset by the ability to increase selling prices.
Finance income from the NZMF loan book was $1.2m in FY22, up 18% on FY21. Growth in finance income was driven by
increases in contractual income of 66%, off-set by a reduction in fair value gains on revaluation of the loan book and due
to a one-off commission received in FY21 which was not received in FY22.
Other income of $1.7m was made up of a one off cash gain from the rearrangement of leases, the Government wage
subsidy and rent relief received from landlords in the face of the pandemic.
Motor vehicle sales
20222021Change%Mix%
Petrol Vehicles 5,785 7,134 (18.9%)73%
EV / HEV Vehicles 2,097 1,073 95.4%27%
Total vehicles sold 7,882 8,207 (4.0%)100%
Sales of EV/HEV vehicles almost doubled in FY22 to 27% of total sales. In the last quarter of the year this grew to 37% of
all sales, up from 21% at the same time last year.
Sales of EV/HEVs nearly double
2 Cheap Cars Hybrid / Electric Growth
20%
6%
21%
8%
29%
15%
37%
FY21
FY22
21%
Q1Q2Q3Q4
1
includes government wage subsidy received of $0.3m
EV/HEV Sales Mix
NZAI
2223
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
NZMF grew its loan book by 79% in FY22, an increase from $3.8m to $6.8m as at 31 March 2022. The number of loans
totalled 889.
Approximately 32% of 2 Cheap Cars’ customers required vehicle finance in FY22. Selective lending to NZMFs’ customer
base has continued, and the business has seen 0.05% of loans written off in FY22.
Growth in NZMF loan book:
2022
$000
2021
$000
Change
%
$ Value of Loan Book
6,824 3,803 79.4%
Number of Active Loans 889 461 92.8%
NZMF Use of Funds
NZAI increased it’s bank debt facility to $6.0m, with the ability to increase it further by $4m. NZMF had $2.2m of funding
available for new loans as at 31 March 2022.
8.3
0.2
(6.9)
1.0
2.2
NZD m
Financing raisedWorking CapitalUsed for LendingNew FundingAvailable
FInancial summARY (CONTINUED)
Summary of financial results
2022
$000
2021
$000
Change
%
Revenue and income 64,231 65,366 (1.7%)
Sundry income 1,725 759 127.2%
Total revenue and income 65,956 66,125 (0.3%)
Other operating expenses 60,556 58,368 3.7%
Net interest 425 399 6.5%
Depreciation & amortisation 1,779 1,972 (9.8%)
Cost to list Company- 695 (100.0%)
Total operating expenses (excluding listing costs) 62,760 61,435 2.2%
Earnings before taxation 3,196 4,690 (31.9%)
Earnings before tax margin4.8%7.1%-31.7%
Taxation 602 1,492 (59.7%)
Net profit after tax 2,594 3,199 (18.9%)
Earnings before taxation 3,196 4,691 (31.9%)
Net consideration from re-assignment of leases(885)-N/A
Cost to list Company- 695 (100.0%)
Underlying earnings before taxation 2,311 5,386 (57.1%)
Net profit after tax2,5943,199(18.9%)
One off items net of tax(899)626 (233.1%)
Underlying net profit after tax 1,695 3,824 (55.7%)
Underlying net profit after tax margin2.6%5.8% (55.6%)
Revenue and income was $66.0m, down (0.3%) on FY21.
Operating costs, including cost of sales, increased by 3.7%. This was caused by the increased cost to procure vehicles
from Japan, the cost of reducing the age of inventory and the costs associated of being a listed Company, which were
reflected for only part of the year in FY21.
Net profit after tax (NPAT) declined year on year by ($0.6m) to $2.6m. This included a one off gain of $0.9m of net
income (net of tax) received in respect of the re-arrangement of leases. Underlying NPAT
2
was $1.7m, down ($2.1m)
against last year and resulted in a decrease in the underling net profit after tax margin to 2.6%.
Agent commissions received from finance and insurance products were impacted in the second half of the year due
to changes to lending standards, introduced by the Government, which made it more difficult for some customers to
access consumer finance. The second half of the year was also impacted by an unexpected strengthening of the New
Zealand dollar against the Japanese Yen. This affected the Company’s foreign exchange hedge position with respect to
committed inventory purchases, across the FY22 balance date, resulting in an adverse impact on net profit after tax.
The underlying earnings per share were 3.7 cents for FY22.
2
Excludes one off net gain from the rearrangement of leases and transaction costs to list the Company
on NZX in FY21 (Underlying NPAT and underlying EBITDA are non-IFRS measures)
NZAI
2425
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Earnings before interest, taxation, depreciation and amortisation
2022
$000
2021
$000
Change
%
Earnings before taxation 3,196 4,691 (31.9%)
Net consideration from re-assignment of leases(885) -
Cost to list Company - 695
Underlying earnings before taxation 2,311 5,386 (57.1%)
Interest expense 425 399 6.5%
Underlying earnings before interest and taxation 2,736 5,785 (52.7%)
Depreciation & amortisation 1,779 1,972 (9.8%)
Underlying earnings before interest, taxation, depreciation and amortisation 4,515 7,757 (41.8%)
Underlying EBITDA margin6.8%11.7% (41.7%)
Underlying EBITDA
2
including finance income decreased from $7.8 million in FY21 to $4.5 million in FY22. The effects of
Covid-19, the reduction of the age of inventory as well as additional corporate costs associated with becoming a listed
Company, contributed to the $3.2 million reduction. As a result, the underlying EBITDA margin was reduced from 11.7%
in FY21 to 6.8% in FY22.
FInancial summARY (CONTINUED)
Cash flow summary
2022
$000
2021
$000
Change
%
Proceeds from sale of goods 65,068 64,471 0.9%
Payments to suppliers & employees(63,047) (55,169) 14.3%
Other operating activities(1,456) (1,917) (24.0%)
Underlying cash flows from retail operating activities 565 7,385 (92.3%)
Proceeds from loan receipts 3,514 2,123 65.5%
Advances to loan customers(6,576) (3,589) 83.2%
Cash flows from operating activities(2,497) 5,919 (142.2%)
Net purchase & proceeds of property, plant & equipment(414) (157) 163.8%
Investing cash flow(414) (157) 163.8%
Free cash flow(2,911) 5,762 (150.5%)
Net capital raised - 3,312 (100.0%)
Borrowing repaid 3,380 420 704.8%
Dividends paid(3,025) (1,078) 180.5%
Other financing activities(1,832) (1,911) (4.1%)
Cash flows from financing activities(1,477) 743 (299.0%)
Net cash flow(4,388) 6,505 (167.5%)
Effect of exchange rate(89) (12) 641.7%
Cash & cash equivalents 3,790 8,267 (54.2%)
NZAI received $65.1m from the sale of vehicles and related income from its 2 Cheap Cars retail business. Receipts were
up 0.9% on FY21.
Underlying operating cash inflows from retail operations and before loan book lending of $0.6m decreased by ($6.8m)
on the previous year due to the timing of inventory purchases, in particular a prepaid shipment of $3.2 million at the end
of March 2022.
NZMF lent $6.6m to customers and received $3.5m in proceeds from loan receipts.
The Group invested $0.4m in a new truck and plant and equipment to set up the new vehicle processing Hub.
NZAI finished FY22 with $3.8m in the bank.
NZAI
2627
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Explanation
The financial summary section should be read in conjunction with the consolidated financial statements and the related
notes contained within this report. This commentary may include information regarding plans and strategies that may
involve risk and uncertainties. All figures are in New Zealand Dollars (NZD) except where indicated. References to this
period or FY22 are to the year ended 31 March 2022. References to the prior period or to FY21 are for the 12-month
period ended 31 March 2021. Non-GAAP measures have been included as management believes they provide useful
information for readers of the Annual Report to assist in understanding the Company’s financial performance. Non-GAAP
measures should not be viewed in isolation or considered as substitutes for measures reported in accordance with New
Zealand equivalents to International Financial Reporting (NZ IFRS).
FInancial summARY (CONTINUED)
NZAI
2829
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Financial statements
For the Year Ended 31 March 2022
NZAI
3031
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Page
Independent auditors report
32
Consolidated Financial statements
- Statement of profit or loss and other comprehensive income
36
- Statement of changes in equity
37
- Statement of financial position
38
- Statement of cash flows
40
Notes to the consolidated financial statements
1. Reporting entity
41
2. Basis of preparation
41
3. Significant accounting policies
43
Performance
4. Revenue from contracts with customers
50
5. Sundry income
50
6. Segment reporting
51
7. Determination of fair values
52
8. Finance expenses
53
9. Key operating expenses
53
10. Earnings per share
54
11. Dividends
54
Current Assets
12. Cash and cash equivalents
55
13. Inventories
55
14. Loans receivable
56
15. Trade and other receivables
57
Trade liabilities & tax
16. Trade and other payables
58
17. Leases
58
18. Derivative financial instruments
59
19. Employee benefit liabilities
59
20. Income Tax
60
21. Imputation credits
61
Funding and Risk
22. Borrowings
61
23. Share capital
61
24. Share-Based payment arrangements
62
25. Related parties
62
26. Financial instruments
63
Non current assets
27 Property plant & equipment
65
Other
28 Notes supporting statement of cash flows
66
29 Contingent liabilities
66
30 Subsequent events
66
Consolidated FINANCIAL STATEMENTS
For the Year Ended 31 March 2022
NZAI
3233
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Grant Thornton New Zealand Audit
Limited
L4, Grant Thornton House
152 Fanshawe Street
P O Box 1961
Auckland 1140
T +64 9 308 2570
F +64 9 309 4892
www.grantthornton.co.nz
Chartered Accountants and Business Advisers
Member of Grant Thornton International Ltd
To the Shareholders of NZ Automotive Investments Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of NZ Automotive Investments Limited (the “Company”)
and its subsidiaries (the “Group”) on pages 36 to 66 which comprise the consolidated statement of financial
position as at 31 March 2022, and the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
financial position of the Group as at 31 March 2022 and its consolidated financial performance and consolidated
cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”)
issued by the New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code, and we have fulfilled our other ethical
responsibilities in
accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements of the current period. These matters were addressed in the context of our
audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Independent Auditor’s Report
Why the audit matter is significant How our audit addressed the key audit matter
Revenue recognition – NZ Automotive
Investments Ltd and Group
The Group has recognised revenue of $64m (FY
2021 : $ 65m) (Note 4). NZAI Group’s net sales
comprises revenue from the sale of cars,
insurance agent commissions and interest agent
commissions.
Revenue is recognised when the control
associated with a good or service (or in aggregate
thereof) representing a distinct performance
obligation is transferred from the Group to the
customer.
The re are a number of factors that could affect
this reported amount, including the risk for
revenue recognition policies being incorrectly
applied or recognised in an incorrect period. This
presents a key audit matter due to the financial
significance and nature of net sales in the financial
statements.
To address the risk associated with revenue recognition,
the following audit procedures were carried out:
• Evaluated the design and operational
effectiveness of management's internal controls
related to revenue recognition.
• Reviewed revenue recognition policies for
appropriateness and compliance with relevant
accounting standards.
• Performed analytical procedures by projecting
the revenue listing by the model of the cars in a
scatter diagram and identifying outliers.
• Selected a sample of transactions and inspected
supporting documentation, cash received and
assessed whether all criteria related to revenue
recognition has been met before being
recognised as revenue.
• Performed revenue cut off procedures by
selecting a sample of revenue samples before
and after year end and testing whether cut off on
revenue was accurate.
Valuation of loan receivables with waiver
clauses – NZ Motor Finance Limited
Loan receivables have been classified into those
with waiver clauses and those without. The Group
has recognised loan receivables with waiver
clauses at fair value through profit of loss at $3.4m
(FY 2021: $3.0m) (Note 14). There was a fair
value gain on revaluation recognised through
profit or loss of $ 8k (FY 2021: $ 132k) (Note 4
and 14). Accounting policies relevant to loan
receivables have been disclosed under Note 3(d),
3(i), 7 and 14.
The Group has early adopted NZ IFRS 17
Insurance Contracts and applied the scope
exemption allowing them to measure the loan
receivables that include waiver clauses as
financial assets in their entirety at fair value
through profit or loss. Repayments of the loans
are recognised as reductions in carrying amount,
with any fair value gains or losses at each
reporting date recognised in profit or loss.
The determination of the fair value for loan
receivables with waiver clauses requires
management judgment and continuous
monitoring.
To address the risk associated with the valuation of the
waiver loan receivables at fair value through profit or loss,
the following audit procedures were carried out:
• Evaluated the design and operational
effectiveness of key controls related to valuation
of loan receivables, independent model
validation and approval.
• Reviewed the loan receivables measurements
policies for appropriateness and compliance with
relevant accounting standards and adequate
disclosures in the financial statements.
• Performed a review of the model prepared by
management’s expert to measure the loan
receivables at fair value by assessing it for
completeness and accuracy, reviewing the
underlying key assumptions (in cluding discount
rate, default provision rate, asset and income
waiver provision, etc) used by management. We
challenged the assumptions used for
reasonability and appropriateness, comparing
these to market benchmarks, with no evidence
of management bias identified from our
procedures.
NZAI
3435
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Information Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the annual information. The other information comprises the annual report. The
annual report is expected to be made available after the date of this auditor’s report. Our opinion on the
consolidated financial statements does not cover the other information and we do not and will not express any
form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to
report that fact.
Direct ors’ responsibilities for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated
financial statements in accordance with NZ IFRS, and for such internal control as the Directors determine is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at: htt ps://www.xrb.govt.nz/assurance-standards/auditors-
responsibilities/audit-report -1/
Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so
that we might state to the Company’s shareholders, as a body those matters which we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinion we have formed.
Grant Thornton New Zealand Audit Limited
VJ Black
Auckland
29 May 2022
NZAI
3637
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 31 March 2022
Consolidated Statement of Changes in Equity
For the Year Ended 31 March 2022
NoteMAR 2022
$’000
MAR 2021
$’000
Revenue
Revenue and income464,23165,366
Sundry income51,725759
Expenses
Cost of sales(51,680)(51,688)
Administration expenses(2,720)(2,032)
Advertising expenses(1,192)(1,201)
Depreciation expenses(1,779)(1,972)
Employee benefits(3,847)(2,806)
Finance expenses8(689)(413)
Property expenses (853)(627)
Operating Profit3,1965,386
Listing Costs-(695)
Profit before Income Tax3,1964,691
Income Tax Expense20(602)(1,492)
Profit for the period
2,5943,199
Other Comprehensive Income
Items that may be reclassified subsequently to profit or loss
Translation of foreign operations
(90)(86)
Total Other Comprehensive Income
(90)(86)
Total Comprehensive income for the Period2,5043,113
Earnings per share
$$
Basic earnings per share100.060.12
Diluted earnings per share100.060.12
Share
Capital
Retained
Earnings
Foreign
Currency
Translation
Reserve
Amalgamation
Reserve
Total
attributable to
equity holders
of Parent
Non-
Controlling
Interests
Total Equity/
(Accumulated
Losses)
$’000$'000$'000$'000$'000$'000$'000
Balance as at 1 April 2020
15,44210,06191(35,442)(9,848)67(9,781)
Profit for the Period-3,199--3,199-3,199
Translation of Foreign Operations --(86)- (86)-(86)
Total comprehensive income
for the period
-3,199(86)-3,113-3,113
Transactions with owners of the
Group in their capacity as owners
Movement in NCI-24--24(67)(43)
Movement in Share Capital23,902---23,902-23,902
Movement in Amalgamation---(514)(514)-(514)
Dividends paid-(1,064)--(1,064)-(1,064)
Total transactions with owners
of the Group
23,902(1,040)-(514)22,348(67)22,281
Balance at 31 March 2021 39,34412,2205(35,956)15,613-15,613
Balance at 1 April 2021
39,34412,2205(35,956)15,613-15,613
Profit for the Period-2,594--2,594-2,594
Translation of Foreign Operations--(90)-(90)-(90)
Total Comprehensive Income
for the Period
-2,594(90)-2,504-2,504
Share options recognised at fair
value net of options lapsed
21---21-21
Dividends paid -(3,025)--(3,025)-(3,025)
Total transactions with owners
of the Group
21(3,025)--(3,004)-(3,004)
Balance at 31 March 2022 39,36511,789(85)(35,956)15,113-15,113
The accompanying notes form part of these consolidated financial statementsThe accompanying notes form part of these consolidated financial statements
NZAI
3839
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
NoteMAR 2022
$’000
MAR 2021
$’000
Equity
Share Capital2339,36539,344
Amalgamation Reserve(35,956)(35,956)
Foreign Currency Translation Reserve(85)5
Retained Earnings11,78912,220
Total Equity15,11315,613
Current Liabilities
Trade and Other Payables161,8902,095
Employee Benefit liabilities19933871
Borrowings2211,8008,420
Income tax Payable-724
Derivative financial liabilities1841443
Related Party Payable251020
Lease liability171,4841,600
Other Current Liabilities12635
Total Current Liabilities16,65713,808
Non-Current Liabilities
Lease Liability175,8335,003
Total Non-Current Liabilities5,8335,003
Total Equity and Liabilities37,60334,424
Consolidated Statement of Financial Position
As At 31 March 2022
Consolidated Statement of Financial Position (continued)
As at 31 March 2022
NoteMAR 2022
$’000
MAR 2021
$’000
Current assets
Cash and cash equivalents123,7908,267
Trade and other receivables154,8652,559
Income tax receivable288-
Loans receivable142,9541,591
Inventories1313,00811,892
Total current assets24,90524,309
Non-current assets
Plant, property and equipment271,3351,176
Intangible assets44
Loans receivable143,8702,212
Deferred tax asset20433477
Right-of-use assets177,0566,246
Total non-current assets12,69810,115
Total assets37,60334,424
Approved on behalf of the Board on 29th May 2022
Charles Bolt
Director
Date 29 May 2022
Tracey Rowsell
Director
Date 29 May 2022
The accompanying notes form part of these consolidated financial statementsThe accompanying notes form part of these consolidated financial statements
NZAI
4041
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Consolidated Statement of Cash Flows
For the Year Ended 31 March 2022
The accompanying notes form part of these consolidated financial statements
MAR 2022
$’000
MAR 2021
$’000
Cash Flows from Operating Activities
Cash receipts from customers65,06864,471
Government Grants Received351600
Cash paid to suppliers and employees(63,047)(55,169)
Interest received2614
Interest paid - retail operations(263)(165)
Tax paid(1,570)(2,366)
Net cash inflow from operating activities before Changes in
Operating Assets and Liabilities
5657,385
Loan receivables advanced(6,576)(3,589)
Proceeds from loan receivables3,5142,123
Net cash inflow / (outflow) from operating activities(2,497)5,919
Cash Flows from Financing Activities
Proceeds from sale of property, plant and equipment24219
Purchase of property, plant and equipment(656)(176)
Net cash outflow from investing activities(414)(157)
Cash flows from financing activities
Dividend paid(3,025)(1,078)
Repayments from related parties-4
Interest paid - finance operations(187)(234)
Principal elements of lease payments(1,645)(1,682)
Capital Raise-3,555
Cost of capital raise-(243)
Trade finance advance3,380420
Net cash inflow / (outflow) from financing activities(1,477)742
Net increase/(decrease) in cash and cash equivalents(4,388)6,504
Cash and cash equivalents at beginning of period8,2671,775
Effect of exchange rate(89)(12)
Cash and cash equivalents at end of period3,7908,267
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022
1. Reporting entity
NZ Automotive Investments Limited (the Company) is a
Company domiciled in New Zealand.
The Company is incorporated in New Zealand, registered
under the Companies Act 1993 and is publicly traded on the
New Zealand Stock Exchange.
These consolidated financial statements comply with the
requirements of the Companies Act 1993 and the Financial
Markets Conduct Act 2013.
These consolidated financial statements as at 31 March
2022 comprise the Company and its subsidiaries:
2 Cheap Cars Limited, NZ Motor Finance Limited, 2CC
International Limited, 2 Cheap Rental Cars Limited and Car
Plus K.K. (collectively, the Group).
2. Basis of preparation
(a) Statement of compliance
These consolidated financial statements have been
prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (GAAP) and the
requirements of the Financial Markets Conduct Act 2013.
These financial statements comply with New Zealand
equivalents of International Financial Reporting Standards
(NZ IFRS). As such, they also comply with International
Financial Reporting Standards (IFRS).
(b) Basis of measurement
The consolidated financial statements have been prepared
on the historical cost basis except that certain assets and
liabilities are measured at fair value where stated under
their specific accounting policies.
• Derivative financial instruments (Note 18)
• Loans receivable (Note 14)
(c) Functional and presentation currency
These consolidated financial statements for the Group are
presented in New Zealand dollars ($), which is the Group’s
functional and the Group’s presentation currency. All
financial information presented has been rounded to the
nearest thousand dollars.
(d) Going Concern and COVID-19
The COVID-19 pandemic has continued to disrupt
economic activity in New Zealand through out FY2022
due to Government introduced restrictions, put in place to
reduce the spread of the virus compounded by reduced
consumer spending due to unwillingness to attend retail
settings.
Demand for used cars in New Zealand was strong in the
lead up to the lockdown commencing 17 August 2021. The
business was performing solidly to this point and ahead of
the same Covid-affected period last year. On 17 August
2021 due to the Covid-19 alert system in New Zealand
having moved to level 4, all twelve 2 Cheap Cars Limited
dealerships and the Company’s car processing Hub in
Auckland closed for a period of time. The business was
able to trade, but only on a limited basis through online
channels during any move to alert level 3 and then on a
more complete basis when regions out of Auckland moved
to level 2.
The Group enacted a COVID recovery plan, which
included negotiating an extension to trade finance
contracts in order to conserve cash during the period. All
measures were taken to ensure staff were safe and still
being paid. Rent relief was sought and other cost saving
measures were implemented during this time. The Group
did not experience any significant issues with regards to
finance customers meeting debt repayment obligations
and there are no significant uncertain estimates or unusual
provisions at balance date.
Towards the end of the financial period, particularly in
the final quarter, when the Omicron COVID-19 wave was
affecting New Zealand, there was a economic impact
which affected the demand for used motor vehicles in New
Zealand, due to less active customers in the retail setting.
The Directors have assessed the likely impact of COVID-19
on the Group and have concluded that, for the 12 months
from the date of signing the financial statements, COVID-19
is not expected to impact the Group’s ability to continue
operating as a going concern. The main drivers of this
conclusion are due to the business‘ past performance of
navigating COVID disruptions and due to the fact that the
Government has implemented the new COVID response
plan, with high population vaccination rates and the
introduction of the traffic light system which is expected to
see retail business less affected by restrictive lockdowns
moving forward. The group is maintaining a conservative
cash balance to assist in the event of further restrictive
lockdowns.
Based on these factors, the Directors consider that the
Group is a going concern and the consolidated financial
statements have been prepared on that basis.
(e) Critical accounting estimates and judgements
The preparation of the consolidated financial statements,
requires management to make judgements, estimates and
assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised
and in any future periods affected.
NZAI
4243
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
(f) Changes in accounting policies
None during the period.
(g) Changes in accounting estimates
During the period the group updated its accounting
treatment with regards to depreciation of fixed assets,
previously utilising the diminishing value methodology, and
switching to the Straight line method going forward. The
effective date of this change is 1 April 2021. The Accounting
Treatment has therefore been applied prospectively from
this date. The Interim financial statements for the six month
period ended 30 September 2021 will therefore be restated
in the next appropriate reporting period following the
updated methodology. Refer to Note 27 for the financial
impact of this change.
3. Significant Accounting Policies
The Group has applied the same accounting policies and
methods of computation in these financial statements as
its previous annual financial statements, except for those
detailed in note 2(f) and (g) above.
Details of the Group’s significant accounting policies are
provided below.
NameCountry of incorporation and
principal place of business
Proportion of
ownership interest
Mar 2022Mar 2021
2 Cheap Cars LimitedNew Zealand100%100%
NZ Motor Finance LimitedNew Zealand100%100%
2CC International LimitedNew Zealand100%100%
2 Cheap Rental Cars LimitedNew Zealand100%100%
Car Plus K.KJapan100%100%
(b) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the
functional currency at exchange rates at the dates of the
transactions. Foreign currency differences arising from
settlement at a different exchange rate are recognised
in profit or loss.
(ii) Foreign currency monetary assets and liabilities
At balance date, foreign monetary assets and liabilities
are translated to the functional currency at the closing
rate and exchange variations are recognised in profit or
loss.
(iii) Foreign currency non-monetary assets and liabilities
Foreign non-monetary assets and liabilities that are
measured based on historical costs are translated using
the exchange rate at the date of the transactions. Any
foreign currency difference arising due to translating to
functional currency are recognised in profit or loss.
(c) Revenue
The specific revenue recognition policies associated with
the Group’s distinct performance obligations (as presented
in Note 4) are detailed below.
(i) Vehicles sold
Revenue is recognised at a point-in-time, with the
transfer of control determined as the point purchaser
takes final physical possession of the vehicle.
(ii) Insurance policies
Commission revenue is recognised on an agent basis at
a point-in-time , with the transfer of control determined
at the point the end customer enters into a signed
insurance policy with the insurance provider (principal).
As the uncertainty associated with any commission
clawbacks is resolved, previously deferred revenue
recognised as contract liabilities is released and
recognised as revenue.
(iii) Sale of scrap parts
Revenue is recognised at a point-in-time, with the
transfer of control determined as the point that the
purchaser takes final physical possession of the scrap
parts.
(iv) Commissions received (booking fee, sales, finance)
Revenue is recognised on an agent basis at a point-
in-time , with the transfer of control determined as the
point the end customer enters into a signed finance
agreement with the finance provider (principal). As the
uncertainty associated with any commission clawbacks
is resolved, previously deferred revenue recognised
as contract liabilities is released and recognised as
revenue.
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
(v) Interest revenue calculated using the effective interest
method
Interest revenue comprises interest on loans receivable
and cash and cash equivalents. Interest revenue is
recognised based on the effective interest method.
Performance obligations and timing of revenue recognition
Revenue is measured based on the consideration to which
the Group expects to be entitled to, excluding amounts
collected on behalf of third parties and net of rebates,
discounts and payments to customers that are not in
consideration for separate goods or services provided. This
represents the fair value of total consideration payable,
including both cash and in the case of vehicles sold, any
vehicle trade-ins.
Where the ultimate transaction price receivable is subject to
variability (such as in the case of vehicle returns or
clawbacks on commissions) revenue is recognised only
to the extent that it is highly probable that the revenue
recognised would not be subsequently reversed.
Revenue is recognised when the control associated with a
good or service (or in aggregate thereof) representing a
distinct performance obligation is transferred from the
Group to the customer.
Where a single contract contains two or more distinct
performance obligations, the total transaction price of the
contract is allocated between the separate performance
obligations based on their stand-alone-sales-prices, and
represents the revenue to be recognised with respect to
that separate performance obligation.
Revenue is recognised on an over-time basis subject to
meeting specific criteria, otherwise, revenue is recognised
at a point-in-time , being the point that the customer obtains
control of the good or service subject to various indicators.
Payment received from customers before revenue is
recognised and presented as a “Contract liability” in the
consolidated statement of financial position.
Receivables resulting from revenue being recognised
before the Company is able to contractually invoice for the
goods or services provided is recognised and presented
as a “Other current asset” in the consolidated statement of
financial position.
The Group recognises revenue on a net basis as an “Agent”
(rather than on a gross basis as “Principal”) when
(i) it is not the party primarily responsible for fulfilling to
provide goods or services to the end customer,
(ii) when it does not assume the (inventory) risk of the goods
or services, and/or
(iii) it does not have discretion in setting the price payable
by the end customer.
In preparing the consolidated financial statements, all
intercompany balances, transactions, unrealised gains and
losses resulting from intra-group transactions and dividends
have been eliminated in full.
a) Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group
controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the
entity. The financial statements of subsidiaries are included
in the consolidated financial statements from the date that
control commences.
The consolidated financial statements present the results
of the Company and its subsidiaries (“the Group”) as if they
formed a single entity. Intra-group transactions and balances
are therefore eliminated in full.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Subsidiaries
The subsidiaries of NZ Automotive Investments Limited, all
of which have been included in these consolidated financial
statements, are as follows:
3. Significant accounting policies (continued)2. Basis of preparation (continued)
NZAI
4445
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
(d) Insurance contracts
NZ IFRS 17 Insurance contracts becomes effective for
annual reporting periods commencing on or after 1 January
2023.
NZ IFRS 17 Insurance contracts provides a scope exception
for certain contracts that provide waivers (forgiveness) of loan
balances upon the occurrence of specified events. Rather than
accounting for these waivers as insurance contracts, the scope
exemptions permits the Group to elect to account for such
loans entirely as financial instruments.
The Group has elected to apply this scope exemption. Further
details of the accounting policy relating to Loans receivable
to which the scope exemption directly effects can be found in
Note 7.
- Use of interest-bearing borrowings (interest rate risk); and:
- Purchases in foreign currencies (foreign currency risk).
(e) Tax
Tax expense comprises current and deferred tax. Current tax
and deferred tax are recognised in profit or loss, except to the
extent that they relate to items recognised directly in equity
or in other comprehensive income. In such cases, the tax is
also recognised directly in equity or in other comprehensive
income, respectively.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted
or substantively enacted at the reporting date, and any
adjustment to tax payable in respect of previous years. Current
tax also includes any tax liability arising from the declaration of
dividends.
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for:
(i) temporary differences on the initial recognition of assets
or liabilities in a transaction that is not a business
combination and that affects neither accounting nor
taxable profit or loss,
(ii) temporary differences arising on the initial recognition of
goodwill; and
(iii) temporary differences related to investments in
subsidiaries and jointly controlled entities to the extent
that the timing of the reversal of the temporary differences
is controlled by the Group and it is probable that they will
not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to
be applied to temporary differences when they reverse, using
tax rates enacted or substantively enacted at the reporting
date.
3. Significant accounting policies (continued)3. Significant accounting policies (continued)
In determining the amount of current and deferred tax
the Group takes into account the impact of uncertain
tax positions and whether additional taxes and interest
may be due. The Group believes that its accruals for tax
liabilities are adequate for all open tax years based on its
assessment of many factors, including interpretations of tax
law and prior experience.
This assessment relies on estimates and assumptions and
may involve a series of judgements about future events.
New information may become available that causes the
Group to change its judgement regarding the adequacy
of existing tax liabilities; such changes to tax liabilities will
impact tax expense in the period that such a determination
is made.
Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same
tax authority on the same taxable entity, or on different tax
entities, but they intend to settle current tax liabilities and
assets on a net basis or their tax assets and liabilities will
be realised simultaneously.
A deferred tax asset is recognised for unused tax losses,
tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profits will be
available against which they can be utilised. Deferred
tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the
related tax benefit will be realised.
(f) Employee benefits
(i) Short-term employee benefits
Liabilities for wages and salaries, including non-
monetary benefits and accumulating annual leave that
are expected to be settled wholly within 12 months
after the end of the period in which the employees
render the related service are recognised in respect
of employees’ services up to the end of the reporting
period and are measured at the amounts expected to
be paid when the liabilities are settled.
These include salaries and wages accrued up to the
reporting date and annual leave earned, but not yet
taken at the reporting date. The Group recognises a
liability and an expense for bonuses where they are
contractually obliged or where there is a past practice
that has created a constructive obligation.
(ii) Defined contribution plans (Kiwisaver etc.)
Contributions to defined contribution plans are
recognised in the consolidated statement of profit or
loss and other comprehensive income in the year to
which they relate.
(iii) Share-based payment arrangements
Equity Settled Transactions.
The Group has provided benefits to key management
personnel in the form of share-based payments,
whereby employees render services in exchange
for shares or rights over shares (equity settled
transactions). The cost of these equity-settled
transactions with employees is measured by reference
to the fair value benefit of the equity instruments at
the date at which they are granted. In valuing equity-
settled transactions, conditions linked to the price of
the shares of NZ Automotive Investments (NZX:NZA
- market conditions) are considered where applicable.
The cost of equity-settled transactions is recognised,
together with a corresponding increase in equity, over
the period in which the performance and/or service
conditions are fulfilled (the vesting period), ending on
the date on which the relevant employees become
fully entitled to the award (the vesting date).
(g) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at
cost less accumulated depreciation and accumulated
impairment losses.
Cost includes expenditure that is directly attributable to
the acquisition of the asset.
When parts of an item of property, plant and equipment
have different useful lives, they are accounted for as
separate items (major components) of property, plant
and equipment.
Any gain or loss on disposal of an item of property,
plant and equipment (calculated as the difference
between the net proceeds from disposal and the
carrying amount of the item) is recognised in profit or
loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalised only when it is
probable that the future economic benefits associated
with the expenditure will flow to the Group. Ongoing
repairs and maintenance is expensed as incurred.
(iii) Depreciation
For plant and equipment, depreciation is based on
the cost of an asset less its residual value. Significant
components of individual assets that have a useful life
that is different from the remainder of those assets are
depreciated separately.
Depreciation is recognised in profit or loss on a straight-
line basis over the estimated useful lives of each
component of an item of property, plant and equipment.
The useful lives and depreciation method used for
significant items of property, plant and equipment are
as follows:
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
Leasehold improvements 6.7% - 20.0% SL
Furniture and fittings6.3% - 50.0% SL
Motor vehicles10.0% - 50.0% SL
Computer equipment20.0% - 100% SL
Workshop equipment10.0% - 50.0% SL
Depreciation methods, useful lives and residual
values are reviewed at reporting date and adjusted if
appropriate.
(h) Inventories
Inventories are measured at the lower of cost and net
realisable value with due allowance for any damaged and
obsolete stock items. The cost of inventories is based
on the first-in first-out principle and includes expenditure
incurred in acquiring the inventories and other costs
incurred in bringing them to their existing location and
condition.
Vehicles acquired via trade-in from car sales with
customers are initially measured at their trade-in date fair
value.
(i) Financial instruments
The Group recognises financial instruments when it
becomes a party to the contractual provisions of the
instrument.
Financial instruments are initially measured at fair value.
For those financial instruments that are classified as
amortised cost this includes directly attributable transaction
costs. For those financial instruments classified as at
fair value through profit or loss, any directly attributable
transaction costs are expensed in profit or loss as incurred.
Financial liabilities are measured net of transaction costs.
(i) Financial assets – classification and subsequent
measurement
Financial assets are classified based on whether their
repayments represent solely payments of principal and
interest (SPPI), and whether the instrument is held to
collect those repayments, and/ or to be sold.
At Amortised cost
These financial assets represent those held to collect
SPPI, and include: Trade and other receivables; Loans
receivable (those that do not include waiver clauses);
Cash and cash equivalents (including cash in hand,
deposits held at call with banks).
NZAI
4647
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
3. Significant accounting policies (continued)3. Significant accounting policies (continued)
Impairment allowances for Trade receivables
Are recognised based on the simplified approach within
NZ IFRS 9 using a provision matrix in the determination
of the lifetime expected credit losses. On confirmation
that the trade receivable will not be collectible, the gross
carrying value of the asset is written off against the
associated impairment allowance.
Impairment allowances for Loans receivable
Are recognised based on a forward-looking expected
credit loss (“ECL”) model. The methodology used to
determine the amount of the allowance is based on
whether there has been a significant increase in credit
risk since initial recognition of the financial asset.
For those where the credit risk has not increased
significantly since initial recognition of the financial asset,
twelve month expected credit losses along with gross
interest income are recognised (“Stage 1”).
For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross
interest income are recognised (“Stage 2”). The Group
assumes that the credit risk on a financial asset has
increased significantly if it is more than 30 days past due.
For those that are determined to be credit impaired
(in default), lifetime expected credit losses along with
interest income on a net basis are recognised (“Stage
3”). The Group considers a financial asset to be in default
when the financial asset is more than 90 days past due,
as well as observable evidence with respect to:
- significant financial difficulty of the borrower;
- a breach of contract, such as a default or being more
than 90 days past due;
- granting to the borrower a concession for economic or
contractual reasons relating to the borrower’s financial
difficulty; that the Group would not consider otherwise;
or
- it is probable that the borrower will enter bankruptcy or
other financial reorganisation.
When determining whether there has been a significant
increase in credit risk since initial recognition of the
financial asset, and when estimating ECLs, the Group
considers reasonable and supportable information that is
relevant and available without undue cost or effort.
This includes both qualitative and quantitative information
and analysis, based on the Group’s historical experience
and informed credit assessment and includes forward
looking information.
The gross carrying amount of Loans receivable is written
off when the Group has no reasonable expectation of
recovering the balance in its entirety or a portion thereof.
Impairment allowances for Cash and cash equivalents
Balances held with “investment grade” counterparties
a significant increase in credit risk is deemed not be
present.
At Fair value through profit or loss (non-derivatives)
These financial assets represent Loans receivable (that
include waiver clauses). In applying the scope exemption
in NZ IFRS 17 Insurance Contracts to these contracts,
such that they are accounted for as financial assets in
their entirety, the presence of the waiver clauses results
in repayments not representing SPPI. Loans receivable
includes loans on which customers voluntarily elect to
opt for additional Asset Waiver and/or Income Waiver
products which are offered by the Group.
Accordingly, these balances are classified and measured
subsequently as at fair value through profit or loss.
Repayments of these loans are recognised as reductions
in the carrying amount, with fair value gains or losses at
each reporting date recognised in profit or loss.
At Fair value through profit or loss (derivatives)
Derivatives financial assets represent “in the money”
derivative contracts that are classified and measured
subsequently as at fair value through profit or loss,
with fair value gains or losses at each reporting date
recognised in profit or loss.
(ii) Financial liabilities - classification and subsequent
measurement
Financial liabilities are classified as at fair value through
profit or loss if it is held-for-trading, it is a derivative or it is
designated as such on initial recognition, otherwise the it
is classified as At Amortised cost.
At Amortised cost
Includes; Trade and other payables; Borrowings; Lease
liabilities.
These financial liabilities are subsequently measured at
amortised cost using the effective interest rate method.
At Fair value through profit or loss (derivatives)
Derivatives financial liabilities represent “out of the
money” derivative contracts that are classified and
measured subsequently as At Fair value through profit or
loss, with fair value gains or losses at each reporting date
recognised in profit or loss.
(iii) Derecognition of financial assets and financial
liabilities
The Group derecognises a financial asset when the
contractual rights to the cash flows from the financial
asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which
substantially all of the risks and rewards of ownership of
the financial asset are transferred or in which the Group
neither transfers nor retains substantially all of the risks
and rewards of ownership and it does not retain control
of the financial asset.
Financial liabilities
The Group derecognises a financial liability when its
contractual obligations are discharged or cancelled, or
expire.
The Group also derecognises a financial liability
when its terms are modified and the cash flows of the
modified liability are substantially different, in which
case a new financial liability based on the modified
terms is recognised at fair value.
On derecognition of a financial liability, the difference
between the carrying amount extinguished and the
consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in profit
or loss.
(iv) Impairment of non-financial assets
The carrying amounts of the Group’s non-financial
assets, other than deferred tax assets and inventories,
are reviewed at each reporting date to determine
whether there is any indication of impairment. If any
such indication exists, then the asset’s recoverable
amount is estimated.
An impairment loss is recognised whenever the carrying
amount of an asset exceeds its recoverable amount.
Impairment losses directly reduce the carrying amount
of assets and are recognised in profit or loss.
The estimated recoverable amount of non-financial
assets is the greater of their fair value less costs to
sell and value in use. Value in use is determined by
estimating future cash flows from the use and ultimate
disposal of the asset and discounting these to their
present value using a pre-tax discount rate that reflects
current market rates and the risks specific to the asset.
For an asset that does not generate largely independent
cash inflows, the recoverable amount is determined for
the cash-generating unit to which the asset belongs.
A cash-generating unit is the smallest group of assets
that generates cash inflows from continuing use that
are largely independent of the cash inflows of the other
assets or groups of assets.
Impairment losses are reversed when there is a change
in the estimate used to determine the recoverable
amount and there is an indication that the impairment
loss has decreased or no longer exists. An impairment
loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation
or amortisation, if no impairment loss had been
recognised. All impairment losses are reversed through
profit or loss.
(j) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of ordinary shares
are recognised as a deduction from equity, net of any tax
effects.
(k) Goods and services tax
With the exception of trade payables and receivables, all
items are stated exclusive of Goods and Services Tax.
(l) Reserves
Amalgamation reserve
The amalgamation reserve represents the difference
between the fair value of consideration paid and the
carrying amount of net assets in a business combination
where the acquirer and acquiree are controlled by
the same (ultimate) party (business combination under
common control).
(m) Leases
All leases in which the Group is a lessee are accounted for
by recognising a Right-of-use asset and a Lease liability
except for:
• Leases of low value assets; and
• Leases with a duration of 12 months or less.
Payments associated with all leases of low-value assets and
short-term leases of equipment and vehicles are recognised
on a straight-line basis as an expense in profit or loss.
(i) Initial measurement
Lease liabilities are measured at the present value
of the contractual payments due to the lessor over
the lease term, with the discount rate determined by
reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in
which case the Group’s incremental borrowing rate on
commencement of the lease is used. Variable lease
payments are only included in the measurement of the
lease liability if they depend on an index or rate,
however in such cases the initial present value
determination assumes that the variable element will
remain unchanged throughout the lease term.
Other variable lease payments are expensed in the
period to which they relate.
NZAI
4849
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
3. Significant accounting policies (continued)3. Significant accounting policies (continued)
On initial recognition, the carrying value of the Lease
liability also includes:
• amounts expected to be payable under any residual
value guarantee;
• the exercise price of any purchase option granted in
favour of the Group if it is reasonable certain to assess
that
• any penalties payable for terminating the lease, if the
term of the lease has been estimated on the basis of
termination option being exercised.
Right-of-use assets are initially measured at the amount
of the Lease liability, reduced for any lease incentives
received, and increased for:
• Lease payments made at or before commencement of
the lease;
• Initial direct costs incurred; and
• The amount of any provision recognised where the
Group is contractually required to dismantle, remove
or restore the leased asset (typically make-good
provisions on buildings).
(ii) Subsequent measurement
Subsequent to initial measurement Lease liabilities
increase as a result of interest charged at a constant rate
on the balance outstanding and are reduced for lease
payments made.
Right-of-use assets are amortised on a straight-line basis
over the remaining term of the lease or over the remaining
economic life of the asset if, rarely, this is judged to be
shorter than the lease term. Right-of-use assets are also
subject to impairment assessment at reporting date.
(iii) Remeasurement
When the Group revises its determination of the use
(or non-use) of renewal and/or termination options, the
carrying amount of the lease liability is adjusted to reflect
the payments to make over the revised term, which are
discounted at the revised discount rate.
The carrying value of lease liabilities is similarly revised
when the variable element of future lease payments
dependent on a rate or index is revised, however this is
discounted at the original discount rate.
In both cases an equivalent adjustment is made to the
carrying value of the right-of-use asset, with the revised
carrying amount being amortised over the remaining
(revised) lease term.
For changes in lease payments as a result of COVID-19,
the carrying value of lease liabilities is revised and
discounted at the original discount rate, with a
corresponding adjustment to profit or loss (variable lease
payment).
(iv) Modifications to lease agreements
When the Group renegotiates the contractual terms of
a lease with the lessor, the accounting depends on the
nature of the modification:
Increases in scope:
• If the renegotiation results in one or more additional
assets being leased for an amount commensurate
with the stand- alone price (i.e. market rate) for the
additional rights-of-use obtained, the modification is
accounted for as a separate lease in accordance with
the above policy.
• In all other cases (whether that is an extension to
the lease term, or one or more additional assets
being leased), the lease liability is remeasured using
the revised discount rate applicable on the
modification date, with the right-of-use asset being
adjusted by the same amount.
Decreases in scope:
• Both the carrying amount of the lease liability and
right-of-use asset are reduced by the same
proportion to reflect the partial of full termination of the
lease with any difference recognised in profit or loss.
The lease liability is then further adjusted to ensure its
carrying amount reflects the amount of the renegotiated
payments over the renegotiated term, with the modified
lease payments discounted at the rate applicable on the
modification date.
The right-of-use asset is adjusted by the same amount.
(n) Government grants
Grants that compensate the Group for expenses incurred
are recognised as income in profit or loss on a systematic
basis in the periods in which the associated expenses are
recognised.
(o) Finance income and finance expenses
Interest income is recognised as it accrues in profit or loss,
using the effective interest method. Finance expenses
comprise interest expense on borrowings.
Borrowing costs that are not directly attributable to the
acquisition, construction or production of a qualifying
asset are recognised in profit or loss using the effective
interest method.
(p) Intangible assets
Finite Intangible assets are amortised on a straight-line
basis in profit or loss over their estimated useful lives, from
the date that they are available for use.
The estimated useful lives for the current and comparative
periods are as follows:
- Trademarks 10 years
Amortisation methods and useful lives are reviewed at each
reporting date and adjusted if appropriate.
(q) Cash and cash equivalents
For the purpose of presentation in the statement of
cash flows, cash and cash equivalents includes cash
on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value, and
bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities in the consolidated
statement of financial position.
NZAI
5051
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
4. Revenue from contracts with customers
MAR 2022
$’000
MAR 2021
$’000
Sale of cars56,65358,105
Fair value gain/(loss) on revaluation8132
Contractual income earned on loans at fair value through profit or loss762610
Interest on bank accounts, short term deposits and investments463144
Agent commissions received
- Interest agent commissions4,1324,228
- Insurance agent commissions2,2132,147
Total revenue from contracts with customers64,23165,366
Timing of transfer of goods and services
Point of sale income64,20465,222
Over time income27144
Total Revenue64,23165,366
MAR 2022
$’000
MAR 2021
$’000
Gain/(loss) on sale of property, plant and equipment6(85)
Government grants received
1
351599
Consideration for reassignment of leases
2
1,085-
Other283245
Total sundry income
1,725759
1
During the period the Group received government grants in the form of COVID-19 related Wage subsidies from the New Zealand
Government.
2
The Group received consideration from an external party for the assignment of two leased properties.
5. Sundry income
6. Segment reporting
Description of segments
Management has determined the operating segments based on the components of the Group that engage in business activities,
which have discrete financial information available and whose operating results are regularly reviewed by the Group’s chief
operating decision maker. The chief operating decision maker has been identified as the Board of Directors. The Board of
Directors makes decisions about how resources are allocated to the segments and assesses their performance. Geographically
the Group’s business activities are located in New Zealand.
Reportable segments have been identified as follows:
As at 31 March 2022Automotive
Retail
$’000
Finance
$’000
Others
Entities
$’000
Inter-entity
transactions
$’000
Total
$’000
Revenue including interest
63,3811,1852,547(2,882)64,231
Sundry Income1,6811628-1,725
Cost of sale(52,649)-(1,567)2,536(51,680)
Interest expense - finance-(90)--(90)
Operating expense(7,208)(674)(2,690)181(10,391)
Operating profit5,205437(1,682)(165)3,795
Dividend received--3,025(3,025)-
Interest expense - trading(361)(441)-203(599)
Net profit before tax4,844(4)1,343(2,987)3,196
As at 31 March 2021Automotive
Retail
$’000
Finance
$’000
Others
Entities
$’000
Inter-entity
transactions
$’000
Total
$’000
Revenue including interest
64,7091,004723(1,070)65,366
Sundry Income806-1,435(1,482)759
Cost of sale(52,656)-(1,058)2,026(51,688)
Interest expense - finance(9)(586)89494(12)
Operating expense(6,893)(397)(1,348)-(8,638)
Operating profit5,95721(159)(32)5,787
Cost to list Company(418)-(278)-(696)
Dividend received--1,064(1,064)-
Interest expense - trading(383)-(17)-(400)
Net profit before tax5,15621610(1,096)4,691
Operating Segments
NZAI
5253
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
Face value versus carrying amounts
The fair value of financial assets and liabilities, together with the carrying amounts shown in the Consolidated Statement of Financial
Position, are as follows.
31 March 2022NoteCarrying
Amount
$’000
Fair value
(level 3)
$’000
Assets
Cash and cash equivalents123,7903,790
Trade and other receivables154,8654,865
Loans receivable - Amortised Cost143,4563,673
Loans receivable - Fair Value through Profit or Loss143,4423,442
Total
15,55315,770
Current Liabilities
Trade and Other Payables161,8901,890
Borrowings2211,80011,800
Derivative financial liabilities18414414
Related Party Payable251010
Total
14,11414,114
31 March 2021NoteCarrying
Amount
$’000
Fair value
(level 3)
$’000
Assets
Cash and cash equivalents128,2678,267
Trade and other receivables152,5592,559
Loans receivable - Amortised Cost14829876
Loans receivable - Fair Value through Profit or Loss142,9982,998
Total 14,65314,700
Current Liabilities
Trade and Other Payables162,0952 ,095
Borrowings228,4208,420
Derivative financial liabilities184343
Related Party Payable252020
Total
10,57810,578
The carrying amount of cash and cash equivalents, trade and other receivables and trade and other payables has been determined
to be a reasonable approximation of the fair value of the financial instrument given the short-term nature of these financial
instruments.
Borrowings relate to facilities that are repaid within a short timeframe.
Refer to Note 14 for fair value measurement information regarding Loans receivable.
7. Determination of fair values
NotesMAR 2022
$’000
MAR 2021
$’000
$'000$'000
Interest expense on financial liabilities measured at amortised cost(263)(166)
Interest expense on lease liabilities17(189)(234)
Other (237)(13)
Finance Expenses(689)(413)
8. Finance expenses
7. Determination of fair values (continued)
The sensitivity analysis of a reasonably possible change in one significant unobservable input, holding other inputs constant, of
level 3 financial instruments is provided below:
Profit or lossOther comprehensive income
(net of tax)
Increases
$’000
Decreases
$’000
Increases
$’000
Decreases
$’000
Significant unobservable inputs
Discount rate used (+/- 5%)232(208)167(150)
Default provision used (+/- 5%)178(178)128(128)
Waiver provision rate used (+/- 5%)163(163)117(117)
Key operating expenses includes the following:
NotesMAR 2022
$’000
MAR 2021
$’000
Audit fees(87)(60)
Depreciation - property, plant and equipment27(204)(304)
Depreciation - right-of-use assets17(1,574)(1,669)
Employee benefit expenses - excluding direct wages included in cost of sale
Wages and salaries, Including kiwisaver contributions(2,620)(2,854)
Expenses related to reassignment of leases(200)-
9. Key operating expenses
NZAI
5455
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
NumeratorMAR 2022
$'000
MAR 2021
$'000
Profit for the period2,5943,199
Denominator
Weighted average number of shares45,554,50027,731,042
EPS basic0.060.12
EPS Diluted0.060.12
10. Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit attributable to shareholders of the Group by the weighted average
number of ordinary shares on issue during the year, excluding shares held as treasury stock.
Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.
MAR 2022
$’000
MAR 2021
$’000
Final Dividend Interim Dividend2,2961,078
Interim Dividend729-
Total
3,0251,078
11. Dividends
12. Cash and cash equivalents
Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and short term deposits
with an original maturity of three months or less which are subject to an insignificant risk of changes in value.
Held with
Credit Rating
31 Mar 2022
Credit RatingInterest
31 Mar 2022
Interest
31 Mar 2021
MAR 2022
$’000
MAR 2021
$’000
Cash at bankASB Bank &
Mitsui Bank
AA- & A-1
0.11%
0.11%
3,790
8,267
As cash and cash balances are held with counterparties with “investment grade” credit ratings, there is not deemed to be a significant
increase in credit risk associated with the Group’s Cash and cash equivalents balance. Credit rating is as per Standard & Poor.
Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date of acquisition and are
repayable with 24 hours’ notice with no loss of interest. See note 3(q) for the group’s other accounting policies on cash and cash
equivalents.
13. Inventories
MAR 2022
$’000
MAR 2021
$’000
Gross stock on hand13,33412,350
Inventory provision(326)(458)
Total inventories13,00811,892
NZAI
5657
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
At Amortised CostAt Fair value
through profit and loss
Total
Opening balance (1 Apr 2020)
Gross carrying value 4631,1481,611
Less: Impairment allowance (9)-(9)
Total Loans receivable 4541,1481,602
Movements during the period
Advances of loans to customers7112,7773,488
Repayments of loans by customers(431)(1,059)(1,490)
Movement in accrued interest86-86
Movement in Impairment Allowance(15)-(15)
Fair value gain/(loss) on revaluation-132132
Total Movements3511,8502,201
Closing balance (31 Mar 2021)
Current portion4061,2091,615
Non-current portion4231,7892,212
Less: Impairment allowance(24)-(24)
Total Loans receivable8052,9983,803
Opening balance (1 Apr 2021)
Gross carrying value8292,9983,827
Less: Impairment allowance(24)-(24)
Total Loans receivable8052,9983,803
Movements during the period
Advances of loans to customers3,6112,6776,288
Repayments of loans by customers(1,273)(2,241)(3,514)
Movement in accrued interest288-288
Movement in Impairment Allowance(49)-(49)
Fair value gain/(loss) on revaluation-88
Total Movements2,5774443,021
Gross carrying value3,4553,4426,897
Less: Impairment allowance(73)-(73)
Total Loans receivable3,3823,4426,824
Closing balance (31 March 2022)
Current portion1,3431,6843,027
Non-current portion2,1121,7583,870
Less: Impairment allowance(73)-(73)
Total Loans receivable3,3823,4426,824
14. Loans receivable
The effective interest rate on Loans receivable at Amortised cost are 9.95% - 17.95%. (2021: 15.95% - 17.95%)
Loans Receivable measured at amortised cost (financial assets which represent solely payments of principal and interest) have been
impaired at 2% (2021: 2%), using the expected credit loss model.
Loans receivable measured at fair value (financial instruments that include waiver based clauses) are modelled at fair value and include
an effective default risk impairment rate of 2% (2021: 2%) which is factored into the inputs of the valuation.
The impairment rate used is higher than the current actual current rate of impairment, which stood at 0.05% at 31 March 2022 (31 March
2021: 0.11%). Consideration was made with reference to additional default risks that could be caused from the effects that COVID-19
could have on borrowers ability to repay debt and was taken into account when determining the impairment rate.
The following table details the risk profile of the Group’s provision matrix for loan receivables collectively assessed for impairment. The
provision disclosed relates to loans assured at amortised cost only. Provision on loans valued at fair value are included in the fair value
gain or loss.
15. Trade and other Receivables
MAR 2022
$’000
MAR 2021
$’000
Trade receivables461215
Less: Impairment allowance(42)(17)
Net trade receivables
419198
Lease deposits and bonds320217
Financial assets At Amortised cost739415
Prepayments3,7972,069
GST receivable--
Other current assets32975
Total trade and other receivables4,8652,559
Trade receivables generally have terms of 30 days and are interest free. Trade receivables of a short-term duration are not discounted.
These financial assets are subsequently measured at amortised cost using the effective interest rate method, less impairment.
14. Loans receivable (continued)
The following table details the risk profile of the Group’s provision matrix for loan receivables collectively assessed for impairment.
The provision disclosed relates to loans assured at amortised cost only. Provision on loans valued at fair value are included in the
fair value gain or loss.
31 Mar 2022
Expected loss rate
%
Gross finance
receivable
$’000
Collective impairment
provision
$’000
Net finance
receivables
$’000
Current2%6,528(29)6,499
Past due up to 30 days2%211(8)203
Past due 30 - 60 days2%56(8)48
Past due 60 - 90 days2%71(18)53
91 days and over2%31(10)21
in default 0 % ---
6,897(73)6,824
31 Mar 2021
Current2%3,826(24)3,802
Past due up to 30 days2%1-1
Past due 30 - 60 days---
Past due 60 - 90 days---
91 days and over---
in default ---
3,827(24)3,803
MAR 2022
$’000
MAR 2021
$’000
Movement in the impairment provisions:
Specific impairment provision--
Opening balance(24)(9)
Impairment release through profit or loss(49)(11)
Amounts written off-(4)
(73)(24)
NZAI
5859
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
17. Leases
The Group leases a number of properties and equipment in the jurisdiction from which it operates.
(i) Right of use AssetsMAR 2022
$’000
MAR 2021
$’000
Opening Balance6,2467,651
Additions and modifications4,958560
Less:
Depreciation(1,574)(1,669)
Terminations(2,574)(296)
Closing Balance7,0566,246
(ii) Lease Liabilities
Opening Balance6,6037,883
Additions and modifications4,958563
Interest189234
Gain on changes to leases(154)17
Less:
Terminations(2,574)(278)
Repayments(1,645)(1,682)
COVID Relief(45)(120)
Effects of movements in exchange rates(15)(14)
Closing Balance7,3176,603
Current portion1,4841,600
Non-current portion5,8335,003
Total lease liabilities7,3176,603
16. Trade and other payables
MAR 2022
$’000
MAR 2021
$’000
Trade payables1,3191,577
Financial liabilities At Amortised cost1,3191,577
Contract liabilities207228
GST payable
-(153)
Other payables
364443
Total trade and other payables
1,8902 ,095
Trade payables generally have terms of 30 days and are interest free. Trade payable of a short-term duration are not discounted.
MAR 2022
$’000
MAR 2021
$’000
Liability for annual leave730613
Wages payables203258
Total933871
19. Employee benefit liabilities
17. Leases (continued)
(ii) Balance sheet and cash flow statement
MAR 2022
$’000
MAR 2021
$’000
Carrying amount of RoU asset (by asset class)
• Premises7,0566,246
• Equipment--
Total cash outflow related to leases (principal repayments)(1,645)(1,682)
Total cash outflow related to leases (interest)(189)(234)
(i) Variable lease payments
As standard industry practice, several of the Groups property
leases are subject to periodic CPI increases and/or market rent
reviews. A 1% increase in these payments would result in an
additional $16,510 (2021: $8,453) cash outflow compared to the
current period’s cash outflow. (2021: 1%)
(ii) Lease term – use of renewal and termination options
The Group’s property leases typically include renewal
and termination options. The Group must assess whether it
reasonably expects (or not) to exercise these when determining
the lease term.
As at 31 March 2022, there is no leases where the group has
assessed it does not reasonably expect to exercise all available
renewal options, resulting in potential future lease payments
not currently being included in the lease liability recognised for
these leases:
(i) Amounts recognised in the financial statements
(ii) Short-term lease expense (excluding leases of 1 month or
less)
These are all leases that exclude 1 month or less in duration,
which management have assessed do not qualify as a lease
under NZ IFRS16 leases and have not been capitalised as a
result.
18. Derivative financial instruments
Forward contracts were taken out during the year to provide cover for risks that could potentially arise from foreign currency fluctuations
in the buying & selling of inventories. If the contracts are realised at fair market value at balance date, this would result in a foreign
exchange loss on derivatives of $414k as at 31 March 2022 (31 March 2021: Foreign exchange gain of $43k).
NZAI
6061
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
(c) Deferred tax
Income tax recognised in profit or loss
MAR 2022
$’000
MAR 2021
$’000
Balance at the beginning of the period477428
Current period movement(44)49
Deferred tax asset433477
Made up of:
Deferred tax asset2,3992,230
Deferred tax liability(1,966)(1,753)
Net balance as per above433477
Deferred tax assets are attributable to the following:
Inventory provision91127
Employee benefits179160
Bad debt3213
Others712
Contract liabilities5164
Lease liabilities2,0391,854
Right-of-use asset(1,966)(1,753)
Total433477
Income tax recognised in profit or lossMAR 2022
$’000
MAR 2021
$’000
Current tax5581,541
Deferred tax44(49)
Total income tax expense6021,492
Income tax recognised in profit or loss
MAR 2022
$’000
MAR 2021
$’000
Profit before income tax expense3,1964,691
Tax expense at the domestic tax rate (28%)8951,313
Permanent differences(278)284
Timing differences(43)49
Intergroup eliminations21(168)
Effects of tax rate in foreign jurisdictions714
Income tax expense6021,492
20. Income tax
(a) Income tax recognised in profit or loss and other comprehensive income
(b) Reconciliation of income tax expense
23. Share capital
Number of Ordinary Shares
MAR 2022MAR 2021
Opening balance
45,554,50015,000,000
Shares issued capital raise-3,509,500
Shares issued staff incentives-45,000
Shares issued buy back of non controlling interest-413,358
Shares issued conversion shareholder loans to shares-14,012,144
Share split-12,574,498
Total issued and authorised capital45,554,50045,554,500
Dollar value of Ordinary Shares
MAR 2022
$’000
MAR 2021
$’000
Opening balance
39,344
15,442
Shares issued capital raise-3,510
Cost of capital raise-(243)
Share Option Scheme21-
Shares issued staff incentives-45
Shares issued buy back of non controlling interest-590
Shares issued conversion shareholder loans to shares-20,000
Share split--
Total issued and authorised capital39,36539,344
All issued shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as
declared from time to time and are entitled to one vote per share at meetings of the Group and rank equally with regard to the
Group’s residual assets.
MAR 2022
$’000
MAR 2021
$’000
Motor Vehicle Finance Credit Facility3,800420
Retail Trade Finance Facility8,0008,000
Total Trade finance facility11,8008 ,420
22. Borrowings
The loan facilities are up for review and expire on 31 December 2022.
All covenants on facilities were met throughout the year.
MAR 2022
$’000
MAR 2021
$’000
Imputation credits at 1 April(3,461)(2,091)
New Zealand Tax payments, net of refunds(1,310)(1,788)
Imputation credits attached to dividends received-(559)
Imputation credits attached to dividends paid1,176977
(3,595)(3,461)
21. Imputation Credits
The imputation credits are available to shareholders of the group:
- Through the Company
- Through subsidiaries
NZAI
6263
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
MAR 2022
$’000
MAR 2021
$’000
Short-term employee benefits1,4961 ,076
Defined contribution plans4530
Total key management personnel remuneration1,5411,021
Tranche Average
ESOP Value
Grant DateNumber of
Instruments
Vesting DateContractual life
Tranche 10.311 Oct 2021175,00030 Sept 20243 years
Tranche 20.131 Oct 2021150,00030 Sept 20243 years
Tranche 30.621 Oct 202194,23030 Sept 20243 years
419,230
25. Related parties
Identity of related parties
The group has a related party relationship with its key management personnel being the Directors and Executive Officers.
Key management personnel
Key management personnel represent the Board of Directors, and the Senior Leadership team including the Managing Directors, Chief
Executive Officer and Chief Financial Officer.
24. Share-based payment arrangements Refer accounting Policy in Note 3 (f)
On 1 October 2021 the group established a share option programme that entitles key management personnel to purchase shares
in the group. Under this programme holders of vested options are entitled to purchase shares at a pre-determined rate at the
grant date. The programme is limited to select key management personnel approved by the Board.
This Programme is active as at 31 March 2022.
The Vesting Conditions are linked to Profitability, Share price and Liquidity in publicly traded shares of NZ Automotive investments.
Each option entitles the holder to subscribe for one ordinary share in the group, for nil consideration, in the event that certain
performance hurdles are met and they remain employed by the Company at the end of the performance period
The Fair Value of the options was determined using a Monte Carlo option pricing model.
The significant inputs in the model were share price at grant date of $0.83, Annual Volatility of 41.6% and an annual Risk free rate of
1.52%.
26 Financial instruments - risk management
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the Group’s finance function. The Board receives monthly reports from
the Chief Financial Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of the
objectives and policies it sets. The Group’s internal finance team also review the risk management policies and processes and
report their findings to the Audit Committee.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Groups
competitiveness and flexibility. Further details regarding these policies as they relate to the specific financial risks that the Group
is exposed to are set out below.
Through its operations, the Group is exposed to the following financial risks:
(a) Credit risk
(b) Market risk
(c) Liquidity risk
(d) Currency risk
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to a financial asset fails to meet their contractual obligations. The
Group’s exposure to credit risk is represented by the carrying amount of cash and cash equivalents and investments.
The Group only holds cash and cash equivalents and investments with financial institutions that are independently determined credit
ratings of “A” or higher.
The Group has an Audit & Risk Committee that monitors credit risk as part of its wider duties. Cash and cash equivalents held with
financial institutions are presented in the table below:
31 March 2022Credit rating *Cash and cash
equivalents
$’000
Investments
$’000
Total
$’000
ASB BankAA-3,705-3,705
Mitsui BankA-185-85
8,267-8,267
31 March 2021
Credit rating *Cash and cash
equivalents
$'000
Investments
$'000
Total
$'000
ASB BankAA-7,959-7,959
Mitsui BankA-1308-308
8,267-8,267
* Standard & Poor’s
Interest rates on interest bearing cash and cash equivalents and investments range between 0.11% - 0.86% (2021: 0.11% - 0.20%).
Transactions for the periodBalance outstanding at balance date
MAR 2022MAR 2021 MAR 2022MAR 2021
$'000$'000$'000$'000
Eugene Williams1010-10
Yusuke Sena-101010
10201020
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
Transactions with related parties
NZAI
6465
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
27. Property, plant and equipment
Cost
Leasehold
improvements
$’000
Motor
vehicles
$’000
Furniture and
fittings
$’000
Computer
equipment
$’000
Workshop
equipment
$’000
Total
$’000
Balance at 1 April 2021706349602519622,238
Additions213255706850656
Disposals(408)(11)(28)(9)-(456)
Balance at 31 March 20225115936445781122,438
Accumulated depreciation
Balance at 1 April 2021(212)(181)(273)(382)(14)(1,062)
Depreciation(42)(66)(35)(51)(10)(204)
Disposals1394114-158
Effect of exchange rate-5---5
Balance at 31 March 2022(115)(238)(297)(429)(24)(1,103)
Net book value
At 31 March 2022
396355347149881,335
The Group has reviewed each items of property, plant and equipment and no impairment charge was recognised for the year ended
31 March 2022 (March 2021: Nil).
Depreciation Methodology
As per Note 2(f) the group has changed its method for recognising depreciation from Diminishing value to Straight line.
This has had the following impact on the depreciation expense both in the current financial period and future periods:
Balance at 1 April 2020724319655497492,244
Additions2461164332176
Disposals(42)(31)(69)(21)(19)(182)
Balance at 31 March 2021706349602519622,238
Accumulated depreciation
Balance at 1 April 2020(172)(90)(246)(309)(9)(826)
Depreciation(52)(92)(60)(91)(9)(304)
Disposals1273318474
Effect of exchange rate-(6)---(6)
Balance at 31 March 2021(212)(181)(273)(382)(14)(1,062)
Net Book Value
As at 31 March 2021
494168329137481,176
As at 31 March 2022Up to
3 months
$’000
Between 3
and 12 months
$’000
Between 1
and 2 years
$’000
Between 2
and 5 years
$’000
Over
5 years
$’000
Total
$’000
Trade and other payables1,80926487-1 ,890
Borrowings11,800----11,800
Lease liabilities3801,1041,4092,6201,8047,317
Total13,9891,1301,4572,6271,80421,007
As at 31 March 2021
Trade and other payables2,00392---2 ,095
Borrowings8,000420---8,420
Lease liabilities4081,1911,3623,642-6,603
Total10,4111,7031,3623,642-17,118
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
(d) Currency risk
The Group is exposed to currency risk arising from Japanese Yen (‘JPY’).
Currency risk arises from the future transactions, recognised assets and liabilities, and investments.
Financial year ending:Increase / (Decrease) in Depreciation expense
31 Mar 2022
(74,721)
31 Mar 2023(17,640)
31 Mar 202418,540
(b) Market risk
Market risk arises from the Group’s:
- Use of interest-bearing borrowings (interest rate risk); and
- Purchases in foreign currencies (foreign currency exchange
risk).
i. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of
a financial instrument will fluctuate because of changes in market
interest rates.
The Group is exposed to fair value interest rate risk from its fixed
/ variable rate borrowing and lease liabilities, with rates between
3.3% - 3.75% (2021: 3.3%).
ii. Foreign exchange risk
The Group currently does not have any sales transactions
denominated in foreign currencies, however the Group has
purchases transactions denominated in foreign currencies.
During the current reporting period the Group has purchased
used cars with purchase prices denominated in foreign currencies
(YEN).
To mitigate foreign exchange risk on significant purchases, the
Group enters into forward exchange contracts to match the timing
and amount of payments due. Derivatives are initially recognised
at fair value on the date a derivative contract is entered into, and
they are subsequently remeasured to their fair value at the end of
each reporting period.
The Group does not apply hedge accounting to these
transactions, and they are classified as held for trading for
accounting
26 Financial instruments - risk management (continued)
purposes and are accounted for at fair value through profit or
loss. They are presented as current assets or liabilities to the
extent they are expected to be settled within 12 months after
the end of the reporting period. They are considered level 2
fair value measurements being based on the present value of
future cash flows based on the forward exchange rates at the
reporting date.
There are open forward exchange contracts of $6.3m at the end
of the reporting period (2021: $6.4m).
The net foreign exchange loss recognised for the year was
$0.79m (2021: $0.97m loss).
(c) Liquidity risk
Liquidity risk arises from the Group’s management of working
capital. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient
cash to allow it to meet its liabilities when they become due. To
achieve this the Group maintains a monthly forecast on its future
cash position to ensure it can meet financial obligations when
they fall due.
The Board receives monthly financial statements which include
statements of financial position, performance and cash flows, as
well as budge/forecast variance reports, to ensure it holds or
will hold cash equivalents to meet its obligations.
The following table sets out the contractual maturities
(representing undiscounted contractual cash-flows) of financial
liabilities:
NZAI
6667
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
2022 Statement
of Corporate Governance
29. Contingent liabilities
ASB Bank Limited has given a guarantee to the landlord on behalf
of the Group to secure premises.
The maximum guarantee is for $1,643,000 (March 2021: $541,145).
30. Subsequent events
No significant events have occurred subsequent to balance date.
(2021: None)
28. Notes supporting statement of cash flows
Reconciliation of the net cash flow from operating activities to profit
MAR 2022
$’000
MAR 2021
$’000
Net Profit for the year2,5943,199
Non-cash / Non-operating items:
Depreciation of property, plant and equipment1,7791,973
Amortisation of intangible fixed assets- -
Loss/(gain) on sale of property, plant and equipment(6)85
Foreign exchange(90)(235)
Income tax expense6021,492
Finance expense277235
Impairment of related parties-47
2,5623,597
Movements in working capital:
(Increase)/decrease in trade and other receivables(3,669)(2,181)
Increase/(decrease) in trade and other payables(1,298)(413)
(Increase)/decrease in Inventory(1,116)3,355
(6,083)761
Cash generated from operations
(927)7,557
Income taxes paid(1,570)(1,638)
Net cash flows from operating activities(2,497)5,919
Notes to and forming part of the Consolidated Financial Statements
For the Year Ended 31 March 2022 (continued)
NZAI
6869
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
The Board of NZ Automotive Investments Limited (Company)
is committed to ensuring that it has best practice corporate
governance principles in place and high standards of business
behaviour and accountability. The Company is committed to
conducting business in the right way, ethically and in line with
its legal and regulatory obligations.
The Company’s corporate governance arrangements have
been set by the Board having regard to the recommendations
set out in the NZX Corporate Governance Code (Code). The
Company believes that its corporate governance practices
in FY22 are materially in line with the Code. This governance
statement summarises:
• the Company’s corporate governance practices;
• the areas where the recommendations of the Code are
not fully complied with; and
• those areas where further work is being undertaken to
ensure full compliance.
The Company takes a continuous improvement approach to
corporate governance such that its policies are reviewed on a
regular basis in line with best practice. Key governance policies
and charters can be viewed on the Company’s website at
www.nzautomotiveinvestments.co.nz/investors/.
PRINCIPLE 1: CODE OF CULTURE & ETHICAL BEHAVIOUR
The Company has adopted a written Code of Culture and
Ethical Behaviour (CCEB). The CCEB is a statement of the
Company’s core values and sets out explicit expectations
for ethical decision making and personal behaviour for the
Board of Directors (Directors, and the Board) and employees.
The CCEB is available to all Directors, volunteers, employees
and contractors of the Company and its subsidiaries (NZAI
Personnel). The CCEB is available on the Company’s website.
The CCEB establishes a framework that allows for ‘whistle
blower’ protection where any Company personnel report a
breach or suspected breach of any law, regulation, Company
policy or other serious wrongdoing.
The Company’s Financial Products Dealing Policy, along with
the Financial Markets Conduct Act 2013, imposes limitations
and requirements on Directors and employees in dealing in
the Company’s shares. These limitations prohibit dealing in
shares while in possession of inside information and impose
requirements for seeking consent to trade.
PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE
Board composition/performance
The Board comprises five Directors, two of whom are
Independent Directors - Charles Bolt and Tim Cook.
In order for a Director to be independent, the Board has
determined that he or she must not be an employee of
the Company or any of its subsidiaries and must have no
disqualifying relationships. Independence is determined by
the Board in accordance with the independence requirements
of the NZX Listing Rules; and having regard to the factors
described in the Code.
Since 8 April 2022 less than 50% of the Board has been
comprised of Independent Directors. Prior to 8 April 2022 half
of the Board were Independent Directors. Accordingly, the
Company does not comply with Recommendation 2.8 of the
Code, which recommends that a majority of the Board should
be Independent Directors. Consequently the Independent
Directors Charles Bolt and Tim Cook have put in place
additional governance, review and reporting processes to
ensure that decisions of the Board are fully informed and
reflect the best interests of the Company and its shareholders
generally.
The Board expects that this will be a temporary situation,
brought about by the departure of two Independent Directors
in April 2022. The Board plans to appoint at least one further
Independent Director in the coming months.
Each Director has experience, skills and expertise that are of
value to the Company. Profiles of Directors are available on the
Company’s website. Directors’ interests are disclosed on pages
80-81 of the Company’s 2022 Annual Report.
The roles and responsibilities of the Board are detailed in
the Board Charter, which is reviewed from time to time and
is available on the Company’s website. The Board’s primary
objective is to act at all times in a manner designed to create
and grow sustainable value for shareholders. The Directors are
expected to be cognisant of the duties and obligations imposed
on them by the Company’s Constitution, the NZX Listing Rules,
and by law.
The Board has delegated authority for day-to-day leadership
and management of the business to the CEO, who in turn has
sub-delegated authority to other Company management with
specified financial and non-financial limits.
There is a Delegations of Authority Policy, which is reviewed
annually by the Board.
The number of elected Directors and the procedure for their
retirement and election at annual meetings is determined in
accordance with the Company’s Constitution and the NZX
Listing Rules.
The Company has not established a separate nominations
committee to recommend Director appointments to the Board
in accordance with Recommendation 3.4 of the Code, as
this function is carried out by the whole Board. All Directors
are involved in the consideration of Board composition and
nominations and take into account a number of factors
including qualifications, capability, experience, judgment and
skills, and the ability to work with other Directors. Shareholders
may also nominate candidates for election to the Board.
Reference checks are carried out on all candidates and key
information about candidates is provided to shareholders to
assist their decision as to whether or not to elect or re-elect a
candidate. Board members enter into written agreements with
the Company, outlining the terms of their appointment.
The Interim Chair of the Company, Charles Bolt, is an
Independent Director. Charles Bolt was appointed Interim Chair
in April after the resignation of two Independent Directors,
including the then Chair, Karl Smith. Due to other commitments,
Charles has indicated that he does not anticipate this being
a long term appointment. The Chair role will be reviewed in
the coming months as a broader review of the Board and the
appointment of any further Independent Directors.
Directors are encouraged to undertake appropriate training and
education to ensure they remain current on how to best perform
their duties. In addition, management provide regular updates
on relevant industry and Company issues, including briefings
from Senior Executives.
All Directors have access to Executives to discuss issues or
obtain information on specific areas in relation to matters to be
discussed at Board meetings, or other areas as they consider
appropriate. The Board Committees and Directors, subject
to the approval of the Board Chair, have the right to seek
independent professional advice at the Company’s expense,
where the Committee or individual deems it necessary to carry
out its, his or her functions.
The Company has arranged a policy of Directors’ and Officers’
liability insurance with Vero Liability Insurance Limited. This
policy covers the Directors and Officers so that any monetary
loss suffered by them, as a result of actions undertaken by
them as Directors or Officers, is insured to specified limits (and
subject to legal requirements and/or restrictions).
The Chair meets regularly with Directors to discuss and assess
individual performance of the Directors.
In accordance with its Charter, the Board will review and assess
its performance as a whole on an annual basis and in such
manner as the Board deems appropriate.
Diversity
The Company is committed to equal employment opportunities
and treating all individuals fairly and with respect. The Company
has a diverse workforce and recognises that everyone has
individual differences which can be leveraged to create
stronger teams and drive stronger business performance.
The Company’s approach to diversity is outlined in the
Company’s Diversity and Inclusion Policy, which is available on
the Company’s website. Key areas of focus are:
• Recruitment and retention of a diverse workforce;
• Creating a supportive working environment;
• People development; and
• Recognition and reward based on merit.
The Board has set diversity objectives in accordance with the
Diversity and Inclusion Policy, however they are not currently
being measured (as recommended under Recommendation
2.5 of the Code). The Board has reviewed its required diversity
profile and considers that, at this time, the make-up of the
Board is sufficiently diverse for the purposes of forming a
strong team, providing specialised knowledge and expertise in
relevant markets, and driving business performance.
The Board considers that while the Company has performed
in accordance with its Diversity and Inclusion Policy, this is a
matter that should attract greater focus in the next financial
year.
As at 31 March 2022, females represented 22.2% of Directors
and Officers of the Company (an Officer is a person who is
concerned or takes part in the management of the Company’s
business and reports directly to the Board or the CEO).
statement of corporate governance
This Statement of Corporate Governance is correct as of 31 May 2022 and was approved by the Board on 27 June 2022
As At 31 March 2022:MaleFemale
Directors42
Officers3-
As At 31 March 2021:MaleFemale
Directors42
Officers3-
NZAI
7071
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
PRINCIPLE 3: BOARD COMMITTEES
The Board has delegated a number of its responsibilities to Committees to assist in the execution of the Board’s responsibilities. The
use of Committees allows issues requiring detailed consideration to be dealt with separately by members of the Board with specialist
knowledge and experience, thereby enhancing the efficiency and effectiveness of the Board. However, the Board retains ultimate
responsibility for the functions of its Committees and determines their responsibilities. Copies of relevant Committee Charters can be
found on the Company’s website.
Minutes of each Committee meeting are available to all members of the Board, who are all entitled to attend any Committee meeting.
Each Committee is empowered to seek any information it requires from the Company’s personnel in pursuing its duties and to obtain
independent legal or other professional advice.
Special purpose Committees may be formed to review and monitor specific projects with senior management. In the case of a takeover
offer, the Company would engage expert legal and financial advisors to provide advice.
Formal takeover protocols have been developed and formally adopted by the Board in compliance with Recommendation 3.6 of the
Code – the Company’s Takeovers Code can be found on the Company’s website.
The Board Committees as at 31 May 2022 were:
The Audit, Finance and Risk Management Committee is comprised of a majority of Independent Directors and only Non-Executive
Directors. The Chair of the Audit, Finance and Risk Management Committee is not the Chair of the Board. However the Chair of the
Committee is not an Independent Director. Recommendation 3.1 of the Code recommends that the Audit, Finance & Risk Management
Committee should be chaired by an Independent Director. The Board has considered the skills and experience of the Board and has
determined that despite not being considered an Independent Director, Tracy Rowsell is the most appropriately qualified member of
the Board to act as Chair of the Audit, Finance & Risk Management Committee given her knowledge of NZAI and its history of audit
and risk matters as well as her experience and qualifications in the area of finance. The Board considers that Tracy brings an impartial
approach to her role as Committee Chair.
The Audit & Risk Management Committee Charter sets out the policies and practices of the Board of Directors regarding the financial
audit and risk management processes and is available on the Company’s website.
Employees of the Company only attend meetings of the Audit, Finance and Risk Management Committee at the invitation of the
Committee.
The Remuneration Committee is comprised of a majority of Independent Directors. Management attendance at meetings of the
Remuneration Committee is by invitation of the Committee.
Attendance at Board and Committee meetings during FY22 was:
AttendeeBoardAudit, Finance and Risk
Management Committee
Remuneration
Committee
Continuous Disclosure
Committee
Karl Smith126413
Eugene Williams12-4-
David Sena12--12
Tracy Rowsell126-13
Charles Bolt12-413
Michele Kernahan1164-
Total Meetings Held126413
CommitteeRoleMembers
Audit, Finance and Risk
Management Committee
The main purpose of this Committee is to assist the Board in providing
oversight of matters relating to the quality and integrity of financial
reporting, independence and performance of the external auditors,
effectiveness and objectivity of the internal audit programme, and
oversight of business risks and compliance activities.
Tracy Rowsell (Chair)
Charles Bolt
Tim Cook
Remuneration Committee
This Committee has been established to assist the Board in fulfilling its
responsibilities in relation to the following matters:
1. Formal and transparent method for determining Directors’
remuneration.
2. Remuneration of the CEO.
3. Review of the remuneration recommendations made by the CEO for
the senior management team.
4. Consideration and review of any incentive plans or payment targets
and calculations for the CEO and senior management team.
5. Review of the overall Company-wide salary and incentive policies.
Tim Cook (Chair)
Charles Bolt
David Sena
statement of corporate governance (continued)
In April 2022 the Board resolved to disband the Continuous Disclosure Committee. This was due to the reality that the Board as a
whole had found itself engaged in disclosure matters over the first year of listing. The Board felt the separate committee structure was
therefore not adding enough to the governance of the Company to justify the additional cost and administration involved.
NZAI
7273
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
PRINCIPLE 4: REPORTING AND DISCLOSURE
The Company is committed to keeping investors and the market
informed of all material information about the Company and its
performance in a timely manner. In addition to all information
required by law, the Company also seeks to provide sufficient
meaningful information to ensure stakeholders and investors are
well informed.
The Company’s Continuous Disclosure Policy sets out the
principles and requirements of this commitment to timely and
balanced disclosures.
For the financial year ended 31 March 2022, the Directors
believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the
financial position of the Company and facilitate compliance of
the financial statements with the Financial Markets Conduct Act
2013.
The CEO and the CFO are required to provide a letter of
representation to the Board confirming that:
• the NZAI Group’s financial statements have been
prepared in accordance with accepted
accounting standards in New Zealand, are free of
material misstatements, including omissions, give a true
and fair view of the financial performance and
position of the NZAI Group and the financial records
have been properly prepared;
• the representations are based on a sound system of risk
management, internal compliance and controls
that provide for the implementation of the policies
adopted by the Board; and
• the NZAI Group’s risk management and internal control
systems are operating effectively in all material
respects.
A letter of representation confirming those matters was received
in relation to the FY22 financial statements.
The Board has given due consideration to the importance of
non-financial disclosure and recognises the importance of
non-financial disclosure including environmental, economic
and social and Government (ESG) considerations. However
given the size of the Company it has elected to not yet
implement a formal ESG policy or provide the level of reporting
on environmental, economic and social stability factors and
processes to the level recommended in principal 4.3 of the
Code. The Company’s Annual Report does discuss the role the
Company is playing with respect to the implementation of lower
emission vehicles in the ‘FY22 in Review’ section and in the
commentary provided on page 76 of it’s Annual Report.
PRINCIPLE 5: REMUNERATION
Remuneration of Directors and the senior management team
is the key responsibility of the Remuneration Committee.
External advice has been sought to ensure remuneration is
benchmarked to the market for senior management positions.
The Company has adopted a Remuneration Policy which
relates to Non-Executive Directors and senior managers. The
Remuneration Policy is designed to ensure that remuneration
practices of the Company are fair and appropriate, and that
there is a clear link between remuneration and performance.
At present, the weightings of remuneration for senior
management is geared towards a fixed basis remuneration
with a short term incentive scheme in place for select senior
management. No equity-based incentive scheme is yet in place
other than for the CEO.
Fixed remuneration is determined having regard to the scale
and complexity of the relevant employee’s role. It includes all
benefits, allowances and deductions. Adjustments to fixed
remuneration are not automatic and are determined based on
performance which is reviewed annually by the Remuneration
Committee.
Remuneration of the Non-Executive Directors is determined
by the Board, on the recommendation of the Remuneration
Committee.
There is no requirement for the Directors to hold shares.
Details of Director and Executive remuneration (including
remuneration arrangements for the CEO) in FY22 are provided
on pages 82-83 of the Company’s 2022 Annual Report.
PRINCIPLE 6: RISK MANAGEMENT
The Board has overall responsibility for the Company’s system
of risk management and internal controls and has procedures in
place to provide control within the management and reporting
structure.
In addition, the Audit, Finance and Risk Management
Committee provides an additional and more specialised
oversight of Company risks. The Audit, Finance and Risk
Management Committee Charter provides detail around
the specific responsibilities of the Committee regarding risk
management.
The Committee reviews and recommends to the Board
for approval the Company’s half year and annual financial
statements and advises the Directors as to whether the
Company’s financial statements comply with applicable laws
and regulations.
Monthly management reporting is provided to the Board in
order to monitor the Company’s performance against budget
and other objectives.
Key RiskDescription of Risk Mitigation
Import
Concentration
Risk
Almost all of the Company’s vehicles are
imported from Japan. The Company is therefore
fully reliant on the auction and export process as
it stands in Japan, and is exposed to fluctuations
in foreign exchange rates, border restrictions
and regulation changes. If the Company could
no longer source most of its cars from Japan, it
may need to set up a similar process in one or
more other countries, incurring costs in doing so.
Japan is also exposed to typhoons and is home
to marmorated stink bugs, an invasive pest to
New Zealand, which present a level of specific
risk to importing from Japan.
While the Company takes forward cover on currency
exchange rates, long-term trends in the Japanese Yen
to New Zealand dollar exchange rate cannot be fully
hedged and may affect margins.
During stink bug season (September to April) all imported
cars are heat treated, which adds a small additional cost.
New Zealand’s Ministry of Primary Industries usually
refuses entry for any ship where a stink bug is discovered
(unless the cargo ship has been heat treated), which has
affected used car imports from Japan in the past, again
affecting available inventory and sales throughput.
Finance Book
Establishment
Risk
As NZ Motor Finance Limited’s finance book
moves away from third party finance partners,
the Company may dilute its existing revenue
streams in the division of the Company which
retails vehicles through 2 Cheap Cars Limited.
These funding partners currently pay 2CC
commissions for vehicle loan origination,
and if they reduce their support of 2CC, the
commission revenue received may decline
as fewer finance options are available to its
customers.
The Company has sent a clear message to 2CC’s
current partners that their finance operations will be
supported in the interim and will benefit from any
growth in the Automotive Retail business. As NZMF has
built its own finance book, it has scaled up resources,
whilst outsourcing arrears management and other
core processes. This has helped enable the Company
to capture sales opportunities resulting from gaps in
finance partner offerings.
The finance sector is competitive with a wide range
of providers, and even if origination volumes are
transitioned away from a finance partner, it is generally
profitable and attractive for them to take on as many
customers as 2CC refers to them.
Key Person
Risk
The Company’s operation is reliant on certain
key personnel, including its two founders. If any
of the key personnel were to leave the Company
suddenly without a suitable transition period, its
financial performance could be materially affected.
The risk can be mitigated with suitable transition periods.
Further, the founders have a sizeable cornerstone equity
stake in the business with selling restrictions in place,
incentivising them to prioritise its financial performance
over the medium to longer term.
The responsibilities of the Audit, Finance and Risk Management
Committee include the following:
• To ensure that management is implementing, and reporting
to the Committee on, the Company’s risk management
framework (including the maintenance of the risk register)
and policies.
• To report to the Board on the development of existing
risks and the emergence of new risks.
• To report to the Board on the main risks to the Group’s
performance, how these main risks are being
managed under the Group’s risk management
framework and on any incident involving fraud or other
breakdown of internal controls.
A structured framework is in place for capital expenditure,
including appropriate authorisation and approval levels which
place an emphasis on the commercial logic for the investment.
Under a formal Delegation of Authority policy the Board has set
limits on management’s ability to incur expenditure, enter into
contracts and acquire or dispose of assets.
Risk profiles which identify, assess, monitor and report the
Company’s key business risks are formally reviewed by the
Board annually as part of the Board’s risk assessment process.
These risk profiles also identify the key risk mitigation strategies
which are in place. A summary is below:
statement of corporate governance (continued)
NZAI
7475
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Key RiskDescription of Risk Mitigation
Regulatory Risk
The Company’s importation costs may increase
from 2023 if the Government introduces a
vehicle fuel efficiency standard for used light
vehicles that requires vehicle importers to lower
the carbon dioxide emissions of the vehicles
they are importing or pay a fine.
The Government has introduced new regulations in
the past, such as the electronic stability control system
requirement for all used light passenger vehicles
imported from 1 March 2020, and the Company has
proven it can adapt its procurement model to adhere to
new requirements. In particular, the Company expects
that the fuel efficiency standards will continue to evolve
and will monitor and comply with the standards. The
Company has plans to adapt to new standards and meet
its customers’ needs through procurement of smaller
cars that are more fuel efficient, as well as a mix of fully
electric and hybrid electric vehicles, which it has already
begun.
If a vehicle fuel efficiency standard were introduced,
any additional costs incurred by the Company during
the importation process would be directly passed on to
consumers through higher retail pricing. Given all used
car importers would be subject to the same requirements,
2CC’s market position as one of the more affordable used
car dealerships should be maintained.
NZMF Credit
Quality Risk
NZMF’s vehicle finance loan book exposes the
Company’s balance sheet to poor performing
loans. If a significant number of NZMF
loans default, then the Company’s financial
performance could be materially affected.
The Company has stringent lending criteria and
processes, including thorough checks into the borrower’s
credit worthiness, employment status and ability to
service the requested loan. Under Responsible Lending
Guidelines, the Company is also required to ensure that
the requested loan is suitable for the specific clients’
needs and circumstances of the borrower.
In addition, the Company also has professional back
end or collection and recovery systems in place using
qualified and approved third party collection houses and
agents. This allows the Company to deal with any arrears
at the earliest possible stage and if the arrears become
problematic, it can engage the services of experienced
collectors and recovery services to take the required
action to enforce repayment.
Health and Safety
The Board as a whole is responsible for monitoring corporate
risk assessment processes and this is not delegated to a
subcommittee. Staying safe, keeping others safe, and being
corporately responsible are fundamental to the Company.
The Board is committed to ensuring a high quality, safe
and healthy environment for all of the people who work at
the Company, its visitors and partners. This means that the
Company makes the safety and wellbeing of the Company’s
employees and contractors a top priority.
People safety is a key priority, and an essential component to
everything the Company does. The Company is committed to
developing, improving and reinforcing its safety culture. The key
to this is improving leadership capacity and simplifying tools
and systems. Paragraph 2.3.3 of the Board Charter describes
how the Company manages its health and safety risks.
The Board receives monthly reports on the health and safety
performance, including performance against plan and near
miss reporting.
The Company seeks to provide a healthy and safe workplace
with a KPI goal of zero serious harm accidents and incidents.
This was achieved with no major incidents during the FY22
period. The Company strives to create an environment where
employees report all near miss accidents and incidents,
however minor, with the objective to identify potential harm and
promote continuous improvement.
Vehicles are the biggest risk area for our staff. This includes risks
associated with vehicle movements at our dealerships as well as
in our logistics and vehicle processing Hub.
NZAI engages a third party specialist to perform health and
safety reviews. These reports are focused on the identification
of site hazards with recommendations of appropriate corrective
actions to ensure staff are working in a safe environment and all
relevant compliance is adhered to.
All staff are provided with the Company handbook which
contains the risk management policy, the health and safety
policy and guidelines for keeping safe while at work, staff are
required to read and confirm that they have received this.
PRINCIPLE 7: AUDITORS
For the year ended 31 March 2022, Grant Thornton was the
external auditor of the Company.
The Audit, Finance and Risk Management Committee monitors
the ongoing independence, quality and performance of the
external auditors and audit partner rotation. The Audit, Finance
and Risk Management Committee Charter establishes a
framework for the Company’s relationship with its external
auditors in accordance with Recommendation 7.1 of the Code.
The Committee pre-approves any non-audit work undertaken by
Grant Thornton. Grant Thornton did not provide any non audit
services to the Company or its subsidiaries during FY22.
The fees paid for audit services in FY22 is identified on page 53
of the Company’s 2022 Annual Report. The external auditors will
attend the 2022 Annual Shareholders’ Meeting.
Given the size of the Company, it does not have an internal
audit function. Through the normal operations of the Company
a number of internal controls are embedded within the business
including but not limited to; risk management, information
systems, security, health and safety, conflicts of interest and
prevention and detection of fraud.
PRINCIPLE 8: SHAREHOLDER RIGHTS AND RELATIONS
The Company aims to promote open and regular communication
with shareholders and interested stakeholders. The Company
seeks to encourage effective participation at shareholder
meetings of the Company and distribute shareholder
communications in accordance with the NZX Listing Rules and
any relevant legislation.
The Company uses a variety of channels and technologies
to keep its shareholders informed and to allow access to
information, including market announcements through NZX, the
Company’s share registry, the Company’s website, shareholder
roadshows, annual reports and annual meetings of shareholders.
The Company also provides options for its shareholders to
communicate with the Company and the Company’s share
registry electronically.
All market releases carry contact details for shareholders to
communicate with the Company. The Company responds to all
shareholder communications within a reasonable timeframe.
Shareholders are actively encouraged to attend the annual
meeting and may raise matters for discussion at this event,
and vote on major decisions which affect the Company. Voting
is by poll, upholding the ‘one share, one vote’ philosophy.
Shareholders are also able to vote by proxy ahead of meetings
without having to physically attend those meetings.
Notices of annual or special meetings of the shareholders are
posted on the Company’s Website and to the NZX as soon as
possible and at least 20 working days prior to the meeting.
In addition to shareholders, the Company has a wide range of
stakeholders and maintains open channels of communication for
all audiences, including brokers, the investing community and
the New Zealand Shareholders’ Association, as well as its staff,
suppliers and customers.
The Company has a number of policies which uphold
stakeholder interests, including but not limited to the Continuous
Disclosure Policy and Financial Products Dealing Policy.
statement of corporate governance (continued)
NZAI
7677
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Environmental, social and governance considerations
Statutory Disclosures
Environmental
The Company is committed to being more sustainable and
to developing practices that minimise its impact on the
environment. The Company has implemented several initiatives
to begin reducing the Company’s carbon footprint and is
contributing to the overall New Zealand reduction in carbon
emissions through its strategy to sell a higher proportion of
lower emission vehicles to consumers.
The vehicle processing Hub has been set-up with LED light
bulbs throughout the warehouse to light the building more
efficiently. The Company has installed lighting with day/night
sensors to consume less power.
The business collects oil extracted during the vehicle service
process which then is provided to an external Company which
recycles the used oil in an environmentally friendly method. Old
vehicle batteries are also recycled.
We plan to investigate initiatives to further reduce the carbon
footprint of the operation, such as water recycling and the
installation of solar panels.
NZAI is committed to the Government’s clean car initiatives and
has a strategy to increase the sourcing of low emission vehicles
such as Hybrids and Electric vehicles.
Social
Staff welfare is important. The Company provides employees
with a safe environment and flexible working conditions such as
hybrid work from home polices for office staff and flexible shift
working hours for production staff.
The Company has a diverse employee base, with people from a
range of different cultures and backgrounds and is committed
to providing equal opportunities to all staff. The business runs
conferences and team building events with staff and suppliers to
enhance employee engagement and relationships.
Our purpose is help Kiwis afford great cars. This means sourcing
a wide range of quality cars through the Group’s vertically
integrated business and selling them to Kiwi’s for the best value
possible.
The Finance business NZMF is signed up to the FMA responsible
lending code. The business assesses the needs and means of
each individual customer and tailors the appropriate financial
products on offer to suit their needs.
NZAI
7879
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Statutory Disclosures
Top 20 Shareholders
The names and holdings of the twenty largest of the registered shareholders in the Company as at 30 April 2022 were:
NameNumber of shares held% of issued capital
1YUSUKE SENA & TLR (SENA) TRUSTEE SERVICE NO 2 LIMITED 20,906,993 45.9%
2EUGENE WILLIAMS & TLR WILLIAMS TRUSTEE COMPANY LIMITED 15,703,990 34.5%
3CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD 1,017,491 2.2%
4 DOUGLAS CULMER HURST 1,000,000 2.2%
5ACCIDENT COMPENSATION CORPORATION - NZCSD 537,500 1.2%
6NICOLAS CARL PURCELL 500,000 1.1%
7LEVERAGED EQUITIES FINANCE LIMITED 468,249 1.0%
8 FORSYTH BARR CUSTODIANS LIMITED 389,384 0.9%
9FORSYTH BARR CUSTODIANS LIMITED 278,000 0.6%
10HUMI SENA 250,000 0.5%
10IAN ARCHIBALD HURST & GLORIA FAYE HURST 250,000 0.5%
12ACE FINANCE LIMITED 240,000 0.5%
13JONATHAN MICHAEL ALAN PURDEY & MARTIN JAMES BLOCKLEY &
WITHERS TSANG AND CO TRUSTEES LIMITED
170,000 0.4%
14 NICHOLAS DAVID SANDLANT 150,000 0.3%
15NATIONAL NOMINEES LIMITED - NZCSD 111,452 0.2%
16DESMOND ANTHONY PENDER & KATHLEEN MARIE PENDER 100,000 0.2%
16GREG ANTONY ANDERSON & NICOLA MARIE ANDERSON 100,000 0.2%
16PHILIP BOWMAN 100,000 0.2%
16SIMON WILLIAM PERVAN & JANE PERVAN 100,000 0.2%
16XU XIAO 100,000 0.2%
Total top 20 Holders 42,473,059 93.2%
Remaining Holders
3,081,441 6.8%
Total Shares on Issue 45,554,500 100%
Forsyth Barr Custodians holds 1,063,490 shares on behalf of Eugene Williams. For the purposes of this disclosure these shares have
been included in the holdings of Eugene Williams and TLR Williams Trustee Company Limited set out in the table above. New Zealand
Central Depository Limiteds’ holding of 1,515,421 shares has been excluded from the above list in accordance with NZX listing rule
3.7.1 (c).
Substantial Product Holders
The following substantial product holder information is given pursuant to section 293 of the Financial Markets Conduct Act 2013.
The table below sets out the names of the persons who as at 31 March 2022 were registered as substantial product holders in the
Company. The total number of voting securities (fully paid ordinary shares) of the Company as at 31 March 2022 was 45,554,500.
Spread of NZAI Security Holders
As at 30 April 2022 the spread of shareholders was as set out below:
Size of ShareholdingNumber of holdersTotal Shares held% of Holders% of Shares
1 to 100022 16,223 14%<1%
1001 to 500047 150,917 30%<1%
5001 to 10,00027 240,411 17%1%
10,001 to 100,00043 1,658,469 28%4%
100,001 and over16 43,488,480 10%95%
Totals155 45,554,500 100%100%
DirectorNumber of shares
Yusuke Sena 20,906,993 *
Eugene Williams 15,703,990 *
36,610,983*
Substantial product holderNumber of ordinary shares in which relevant interest is held
Yusuke Sena 20,906,993
Eugene Williams 15,703,990
NZ Automotive Investments Limited*29,451,000
Directors’ shareholding interests
As at 31 March 2022 the Directors of the Company had the following relevant interests in the Company’s shares:
On 9 June 2021 NZAI filed a substantial product holder notice disclosing that it has a relevant interest in 29,281,000 shares registered
in the names of interests associated with Yusake Sena and Eugene Williams and in respect of 170,000 shares registered in the name of
interests associated with Martin Blockley, an employee of NZAI.
NZAI
8081
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Statutory Disclosures (continued)
* Tracy Rowsell is the sole Director and shareholder of TLR Williams Trustee Company Limited and TLR (Sena) Trustee Service No.2
Limited (both of which are independent trustee companies with no beneficial interest) and has the power to exercise, or to control the
exercise of, a right to vote attached to 20% or more of the voting products in TLR Williams Trustee Company Limited and TLR (Sena)
Trustee Service No.2 Limited. As a result, Tracy Rowsell has a relevant interest in TLR Williams Trustee Company Limited’s and TLR
(Sena) Trustee Service No.2’s jointly held NZAI Shares (36,610,983 Shares or 80.4%)
The Williams Trustees and the Sena Trustees have reached an understanding in respect of the potential sell down of Shares which each
of them respectively hold and which are not subject to, or are to be released from, the escrow obligations referred to below. As a result,
Eugene Williams and TLR Williams Trustee Company Limited as trustees of the E & Co Trust have a relevant interest in 55% of the shares
(11,498,846) held by David (Yusaka) Sena TLR (Sena) Trustee Service No.2 limited, and the David Sena and TLR (Sena) Trustee Service
No.2 Limited as Trustees of the Sena Family Trust have a relevant interest in 55% (8,637,195 Shares) of the shares held by the Eugene
Williams and TLR Williams Trustee Company Limited.
Escrow Arrangements
As at 30 April 2022 Yusuke Sena and Eugene Williams held a total of 18,823,500 shares in escrow (9,411,750 each), representing 45% of
their respective initial shareholding. The remaining shares are to be released from escrow on 31 March 2023.
Disclosures of Directors’ interests
The Company maintains an interests register in accordance with the Companies Act 1993 in which Directors interests are recorded.
The following are particulars of general disclosures of interest by Directors holding office as at 31 March 2022 under section 140 (2) of
the Companies Act 1993. The Director will be regarded as interested in any and all transactions between the Company or and any of its
subsidiaries with the disclosed entity. Particulars of entries made during the year are noted in brackets for the purposes of section 211(1)
(e) of the Companies Act 1993. In addition to the information set out below, the following other interests were disclosed in the Company’s
interest register: the authorisation of Directors’ remuneration; and the entry into the Directors and officers liability insurance policies.
Director / EntityRelationshipNotes
Charles Bolt
Whanganui College Board of TrusteesTrustee
Whanganui Collegiate School Museum TrustTrustee
(Setek Limited)(Shareholder)
Eugene Williams
NZ Motor Finance LimitedDirector
2 Cheap Rental Cars Limited Director
2 Cheap Cars LimitedDirector
2CC International LimitedDirector
Vista View Developments LimitedDirector/Shareholder
Yusuke Sena
NZ Motor Finance LimitedDirector
2 Cheap Rental Cars Limited Director
2 Cheap Cars LimitedDirector
2CC International LimitedDirector
Car Plus KKDirector
Lan LimitedBeneficiary
Tracy Rowsell
BDO Auckland PartnerProvides services to NZAI
BDO Auckland LimitedDirectorCorporate Trustee Company
A Horrocks Trustee Company Limited DirectorCorporate Trustee Company
(ADW Fraser Trustee Co Limited)(Director)Corporate Trustee Company
(ADW Grove Trustee Limited)(Director)Corporate Trustee Company
ADW Nakedbus Trustee LimitedDirectorCorporate Trustee Company
(ADW Trustee Coy No.1 Limited)(Director)Corporate Trustee Company
(Foxy Enterprises Limited)(Director)Corporate Trustee Company
NEBL Trustee Limited DirectorCorporate Trustee Company
R Bradshaw Trustee Company LimitedDirectorCorporate Trustee Company
RJ Horrocks Trustee Company LimitedDirectorCorporate Trustee Company
TLR (Sena) Trustee Service No. 1 Limited DirectorCorporate Trustee Company
TLR (Sena) Trustee Service No. 2 LimitedDirectorCorporate Trustee Company
TLR Anderson Trustee Company LimitedDirectorCorporate Trustee Company
TLR Chhana Trustee Company Limited DirectorCorporate Trustee Company
TLR Hemingford Trustee Co Limited DirectorCorporate Trustee Company
TLR JA Trustee Company LimitedDirectorCorporate Trustee Company
TLR Lyndon Trustee Company LimitedDirectorCorporate Trustee Company
TLR Moore Trustee Company LimitedDirectorCorporate Trustee Company
TLR Robertson Trustee Company Limited DirectorCorporate Trustee Company
TLR Thirty-One Trustee Company LimitedDirectorCorporate Trustee Company
(TLR Trinity Trustee Company Limited)(Director)Corporate Trustee Company
TLR Skilton Trustee Company LimitedDirectorCorporate Trustee Company
TLR Wallace Bremner Trustee Company LimitedDirectorCorporate Trustee Company
TLR Wallace Trustee Company LimitedDirectorCorporate Trustee Company
TLR Williams Trustee Company LimitedDirectorCorporate Trustee Company
Two Lamps Trustee LimitedDirectorCorporate Trustee Company
TLR Stacs Trustee LimitedDirectorCorporate Trustee Company
TLR Tohill Trustee Company LimitedDirectorCorporate Trustee Company
TLR Peat Trustee Company LimitedDirectorCorporate Trustee Company
(TLR Janie Trustee Company Limited)(Director)Corporate Trustee Company
(TLR Maxwell Trustee Company Limited)(Director)Corporate Trustee Company
(TLR Farquharson Estate Trustee Company Limited)(Director)Corporate Trustee Company
(TR Robertson Trustee Company Limited)(Director)Corporate Trustee Company
Michele Kernahan
Timmich Trustees Limited
Shareholder/Director
Timmich LimitedDirector
Glenveagh LimitedDirector/Shareholder
Karl Smith
H4G Group Limited (T/A VetNZ)Director
CWF Hamilton & Co Limited (T/A HamiltonJet)Director
FortHill Property LimitedDirector
Trilogy Property Partners LimitedDirector
Atlantic Marriner LimitedDirector
Trilogy TrustTrustee
The Voyager TrustTrustee
Registered holderDate of DisposalConsideration per share (NZD)Number of shares
Eugene Williams & TLR Williams Trustee
Company Limited
01 June 20221.14 7,715
02 June 20221.11 6,489
03 June 20221.1 23,429
04 June 20221.1 2,367
06 July 20221.1 25,083
17 September 20220.93 4,233,230
10 February 20220.9 704,691
11 February 20220.93 200,000
5,203,004
Share dealings of Directors during the financial period.
Directors disclosed under section 148(2) of the Companies Act 1993 the following acquisitions or disposals of relevant interests in the
Company’s shares during FY22 and details of share transactions were entered in the Company’s interests register.
NZAI
8283
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Directors’ remuneration
The total pool of Directors fees available to Non-Executive Directors for the year ended 31 March 2022 was $650,000, which was
approved by shareholders prior to listing on the NZX. Of this, $377,600 was paid to Non-Executive Directors in FY22. The table below
sets out the total of the remuneration and the value of other benefits received by each Director during the year.
CEO Remuneration
The CEO’s remuneration as at 31 March 2022 consisted of a base salary, a Short Term Incentive (STI) and Long Term Incentive (LTI).
The CEO’s remuneration is reviewed annually by the Remuneration Committee and approved by the Board.
David Page’s remuneration during the FY22 year was a mix of base salary, allowances and short and long term incentives. The base
salary was $350,000. Other benefits amounted to $35,000 comprising of a vehicle allowance and healthcare insurance. During the year
David received a short term incentive payment on a pro rata basis in respect of FY21. This amounted to 100% of his potential short term
incentive for FY21. The target for payment of this incentive was associated with successfully listing of the Company on the NZX.
In respect of David Page’s FY22 short term incentive, his total potential short term incentive plan payment was 30% of base salary, or
$105,000. The targets that needed to be met to achieve this incentive were:
- Financial metric (80% weighting) - achievement of net profit after tax target.
- Non financial metrics (20% weighting) - development of group strategic plan and successful relocation of the Hub.
Long Term Incentive Plan
In October 2021 the Company implemented a long term incentive plan for the CEO, David Page with the objective of providing a reward
for long term performance and to align his interests with those of the Company’s shareholders.
Under the terms of the plan, David was issued with 419,230 options for no monetary consideration. Each option entitles him to
subscribe for one ordinary share in the Company, for nil consideration, in the event that certain performance hurdles are met and he
remains employed by the Company at the end of the performance period.
There are three tranches of options:
- Tranche A – 175,000 options
- Tranche B – 150,000 options
- Tranche C – 94,230 options.
The performance period for all of the tranches is the three-year period from 1 October 2021 to 30 September 2024
Board Remuneration per annum
Board Chair$150,000
Non-Executive Director$60,000
Board Committee Chair$12,000
Board Committee Member$6,000
FY22FY21
Remuneration RangeNumber Of EmployeesNumber Of Employees
100,000 to 109,99925
110,000 to 119,99930
120,000 to 129,99913
130,000 to 139,99921
140,000 to 149,99910
150,000 to 159,99910
160,000 to 169,99901
200,000 to 209,99901
210,000 to 219,99910
250,000 to 260,00010
430,000 to 440,00010
1311
Employee Remuneration
The following table shows the number of current and former employees of the Company (not being Directors the Company) who
received remuneration and other benefits in their capacity as employees during FY22 the value of which exceeded $100,000.
The remuneration amounts include all monetary amounts and benefits actually paid during the year, including the face value of any long
term incentives vested during the year (which for FY22 was nil).
Tracy Rowsell is a Partner in the advisory firm BDO. During FY22 BDO received $112,415 in fees for consultancy services provided to
the Company.
Directors’ Insurance
In accordance with the Companies Act 1993, NZAI has taken out an insurance policy to insure its Directors and officers against
potential liabilities and costs incurred in any proceeding, except to the extend prohibited by law.
DirectorDirector’s feesSalaryOther BenefitsSubtotal
Karl Smith 147,500 147,500
Yusuke Sena 295,385 19,485 314,870
Eugene Williams 296,538 69,776 366,314
Charles Bolt 76,700 76,700
Tracy Rowsell 76,700 76,700
Michele Kernahan 76,700 76,700
Total 377,600 591,923 89,261 1,058,784
Board Remuneration in FY22:
Statutory Disclosures (continued)
NZAI
8485
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
SubsidiaryJurisdictionDirectors
2 Cheap Cars LimitedNew ZealandYusuke Sena
Eugene Williams
NZ Motor Finance Limited New ZealandMartin Blockley
Yusuke Sena
Eugene Williams
2CC International LimitedNew ZealandYusuke Sena
Eugene Williams
Car Plus KKJapanYusuke Sena
Humi Sena
2 Cheap Rental Cars Limited
(Ceased Trading)
New ZealandYusuke Sena
Eugene Williams
Other Information
Directors
As at 31 March 2022 the Company’s Board comprised the following Directors: Karl Smith, Michele Kernahan, Charles Bolt, Tracy
Rowsell, David Sena and Eugene Williams. Michelle Kernahan resigned from the Board on 8 April 2022. Karl Smith resigned from
the Board on 22 April 2022. As at 31 March 2022 Karl Smith, Michelle Kernahan and Charles Bolt were considered by the Board to
be Independent Directors. The factors relevant to the determination of independence are set out on page 68 of the Company’s 2022
Annual Report.
NZX Waivers
No waivers were granted by NZX or relied on by the Company during FY22.
Exercise Of NZX Disciplinary Powers
The NZX did not take any disciplinary action against the Company during FY22. In particular, there was no exercise of powers by NZX
under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect to the Company.
Donations
During the financial year the group donated $200.24 to the Movember Foundation in support of it’s campaign to raise awareness of
mens health.
Credit Rating
NZAI does not have a credit rating.
Auditor Remuneration
Grant Thornton has continued to act as the auditor of the Company. During the year ended 31 March 2022 the amount paid by the
Company to Grant Thornton as audit fees was $87,000. Grant Thornton was not paid any amounts during FY22 other than these audit
related fees.
Performance hurdles
Tranche A – 175,000 options
Vesting of the 175,000 Tranche A options is related to the Company’s share price in the ten trading days prior to 30 September 2024
(‘VWAP’). If the VWAP is $2.00 or higher, then all of the options will vest. If the VWAP is less than $0.9338, none of these options will
vest. If the VWAP is between $0.9338 and $2.00, the options will vest on a linear, pro rata basis.
Tranche B – 150,000 options
Vesting of the 150,000 Tranche B options is dependent on the VWAP being $2.25 or higher, in which case all of the Tranche B options
will vest. None of the Tranche B options will vest if the VWAP is less than $2.25.
Tranche C
Vesting of the 94,230 Tranche C options depends upon the Company generating sufficient liquidity in the shareholder base by 30
September 2024. If at 30 September 2024 the Company has 100 or more non-affiliated shareholders holding:
(a) 30 per cent or more of the Company’s shares, then all of the Tranche C options will vest;
(b) Between 20 per cent and 30 per cent of the Company’s shares then the Tranche C options will vest on a linear pro rata basis.
If at 30 September 2024 the Company has less than 100 non-affiliated shareholders or less than 20 per cent of the Company’s shares
are held by non-affiliated shareholders, then none of the Tranche C options will vest.
The options will not vest where the performance hurdles are not satisfied (but subject to a Board discretion to determine that options
nonetheless vest in order to give effect to the intent and purpose of the Plan). The options will lapse where David leaves the Company’s
employment before 30 September 2024 (subject to certain limited exceptions).
Subsidiaries of NZAI
The following persons listed below held office as Directors of the Company’s six subsidiaries as at 31 March 2022
Statutory Disclosures (continued)
NZAI
8687
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
Registered Office
BDO Auckland
Level 4, 4 Graham Street
Auckland, 1010, New Zealand
Head Office
102 Mays Road
Onehunga
Auckland 1061
Bankers
ASB Bank
Auckland
Solicitors
Lowndes Jordan
Auckland
Auditors
Grant Thornton New Zealand Audit Limited
Auckland
Share Register
Computershare
Auckland
CoRporate Directory
Helping
Kiwis Afford
Great Cars
88
ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022
New Zealand Automotive Investments Limited
102 Mays Road
Onehunga
Auckland 1061
Ph: 09 869 3330
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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