MOVE Logistics Group Limited logo

MOVE FY22 Annual Report

Annual Report19 September 2022MOVIndustrials

Annual Report
2022

/ CUSTOMER STORY
SANFORD

Sanford is the largest producer of Greenshell

Mussels in New Zealand, with the majority of its

operations based in the pristine Marlborough

Sounds. As with any fresh product, timeliness and

reliability is critical.

MOV

e has partnered with Sanford for over 20 years,

providing fast and efficient collection and cartage

of more than 27,000 tonnes of fresh mussels per

annum. Mussels are collected from Sanford’s

aquaculture farms in the Coromandel, Marlborough

Sounds, Golden Bay and Bluff and transported

to processing plants in Havelock and Tauranga.

MOV

e then delivers the processed live, frozen and

containerised mussels to regional ports in peak

condition for export. MOVe’s specialised fleet of

MPI-approved trucks and experienced drivers

ensure the highest transport standards are met for

these in-demand New Zealand products.

/ CONTENTS
FY22 Review 4

About MOV

e 6

Our Strategy 10

Report from the Chair &

Executive Director 14

Taking Care of What Matters 27

Board 34

Leadership Team 36

Financial Measures 38

Financial Statements 41

Notes To The Consolidated

Financial Statements 47

Independent Auditor’s Report 86

Additional Statutory Information 90

Corporate Governance 98

The Board of MOV

e Logistics Group

Limited is pleased to present the Annual

Report for the year ended 30 June 2022.

Lorraine Witten Chris Dunphy

Chair Executive Director

14 September 2022

FY22 AT A GLANCE
/ LAYING THE FOUNDATIONS FOR GROWTH

Operating

Environment

• Increasing inflationary pressure, supply chain disruption and impact of

pandemic on customer trading levels

• Driver shortages becoming more acute

• Opportunities to grow market share as competitors start to wane

Strategic Reset

• Changed name to MOV

e Logistics Group

• Refreshed MOV

e’s strategy for growth

• Restructured the business to focus on core areas and announced sale process

for Specialist business

• Completed $40m capital raise to reset the financial platform

• Strengthened the leadership team with new appointments

Sweat our Assets• Commenced Freight reset

• Commissioned new transport management and HR software

• Transition to asset light model underway

Multi-modal Offer• Assessed opportunity in coastal and trans-Tasman shipping

• Announcement of $10 million in co-funding from Waka Kotahi to support MOV

e

Oceans coastal shipping strategy

Optimise Earnings• Results in line with guidance

• Significantly reduced net debt

• Refinanced bank facilities with improved terms and longer tenure

Deliver for our

Customers

• Strong customer retention and growth across the group

• Rate review to ensure appropriate reimbursement for services

Upsize our Business

• Expansion in industry verticals where MOV

e has strong competency

• Assessed a number of M&A opportunities

Taking Care of

What Matters

• Continued priority focus on health and safety

• Build culture around ‘We MOV

e as one’

• Focus on ESG and decarbonisation with initiatives underway

Governance• Rejuvenated the Board; Lorraine Witten appointed as Chair

• Diversified the share register

• Dual listed on the ASX

4

/ EARNINGS IN LINE WITH GUIDANCE
CONTINUING OPERATIONS

1

1

Continuing operations excludes Specialist due to the planned divestment of this division

2

Normalised EBITDA, Normalised EBIT and Normalised NPAT exclude non-controlling interest and non-trading adjustments

of $3.4m pre-tax related to restructuring and resetting the business as part of the strategic plan (FY21: $1.5m)

3

Including discontinued operations, attributable to owners of the company

INCOME

$

349.1M

FY21: $332.3M

EBITDA

Normalised

2

$

54.3M

FY21: $54.5M

EBIT

Normalised

2

$

12.2M

FY21: $11.2M

NPAT/NLAT

3


$

(4.2)M

FY21: $0.9M

NPAT

Normalised

2

$

0.4M

FY21: $(0.2)M

LTIFR

15.81

FY21: 19.84

GEARING

22.3%

FY21: 62.9%

FREE CASHFLOW

$

43.9M

FY21: $45.0M

5

ANNUAL REPORT 2022

ABOUT MOVe
/ OUR BUSINESS

We‘re in business to keep

our customers moving.

Our expert team provides

comprehensive freight and

logistics solutions to help our

clients stay ahead in a fast

paced world.

Our network of branches and

depots connects us to our

customers and allows us to

deliver the best warehousing

and freight solution –

whether that is by road, rail,

ocean, air or a mix of all four.

We work with customers

right across New Zealand

and in a diverse range of

sectors.

Our mantra is Customer,

Safety, Team.

We’re focused on excellence

and are using technology

to help us deliver the most

efficient, seamless, simple

service for our customers

and manage our business.

Keeping our people safe is

a priority and supports our

goal of ‘No harm to people,

the environment or our

assets’.

Our culture is built on unity

and team spirit, which is

summed up in our statement

‘We MOV

e as one’. At MOVe,

our team have each other’s

backs, we recognise and

acknowledge achievements

and we work together to

deliver the best possible

customer experience and

business performance.

We think it’s important

that everyone has the

opportunity to shine, to

perform at their best and to

realise their ambitions.

Our vision.

Our vision for MOVe is to be

the best freight and logistics

company in Australasia

and a leader in sustainable

logistics services. That

means delivering the best

solution and service for

our customers, providing

secure and rewarding job

opportunities for our people

and generating value for our

shareholders.

6

AUCKLAND
NELSON

HAMILTON

WANGANUI

PALMERSTON NORTH

NEW PLYMOUTH

WHANGAREI

GISBORNE

MT MAUNGANUI

TAURANGA

NAPIER

HASTINGS

FREIGHT

WAREHOUSING

INTERNATIONAL

BULK LIQUIDS

SPECIALIST

BLENHEIM

MASTERTON

WELLINGTON

RAI VALLEY

CHRISTCHURCH

ASHBURTON

DUNEDIN

CROMWELL

TIMARU

INVERCARGILL

WESTPORT

AUCKLAND

NELSON

HAMILTON

WANGANUI

PALMERSTON NORTH

NEW PLYMOUTH

WHANGAREI

GISBORNE

MT MAUNGANUI

TAURANGA

NAPIER

HASTINGS

FREIGHT

WAREHOUSING

INTERNATIONAL

BULK LIQUIDS

SPECIALIST

BLENHEIM

MASTERTON

WELLINGTON

RAI VALLEY

CHRISTCHURCH

ASHBURTON

DUNEDIN

CROMWELL

TIMARU

INVERCARGILL

WESTPORT

1,314 team members

14% of our team are female

72% of team based outside of Auckland

41 branches, depots, crossdocks,


warehouses and offices across

New Zealand

147,495 square metres of warehouse

capacity

1,084 owned trucks, trailers and forklifts

c.39% of our Freight drivers are


Owner Drivers

1,839 shareholders

c.11% of issued capital held by


Australian shareholders

7

ANNUAL REPORT 2022

/ OUR STRENGTHS
• One of New Zealand’s largest transport and logistics providers.

• Refreshed Board and experienced leadership team, many of

whom are industry veterans.

• Multi-modal offer across road, rail, shipping and air freight.

• National network with regional strength.

• Working in partnership with our customers, to deliver the best

solution to meet their needs.

• Digital transformation underway, delivering benefits for our

people, our customers and our business.

• Dynamic growth strategy with targeted opportunities to deliver

near, mid and long term value.

• Inclusive and diverse culture where all team members ‘MOV

e

as one’.

• Priority focus on health and safety.

• Future focused, with a goal to be a leader in sustainable

logistics solutions in Australasia.

• Robust sector dynamics with growth in projected demand.

• Supportive shareholders who strongly believe in MOV

e’s future.

8

/ CUSTOMER STORY
BRIDGESTONE TYRES

Bridgestone is a major supplier

to the New Zealand automotive

industry, with a range of quality tyres

distributed through a retail network

across the country. MOVe has

partnered with Bridgestone for over

10 years, offering a same/next day

delivery service from Bridgestone’s

distribution hubs to its retail stores

and commercial customers.

“We transport over 150,000 tyres per

annum for Bridgestone, from car

tyres for domestic and performance

cars, through to truck tyres and 3

tonne tyres for the mining industry.

One of our largest jobs this year

was the cartage of 10 earthmover

tyres from Auckland to Otago,

using a unique loading system

and log bolsters to secure the load

for the journey down the country,

highlighting the expertise and

innovative thinking of our team.”

9

ANNUAL REPORT 2022

OUR STRATEGY
Passionate

and Talented

People

Operational


Excellence

Technology


and

Innovation

Superior


Financial

Performance

Funding


for Growth

BETTER, STRONGER

BUSINESS

Work our assets smarter:

Investing in what matters and

driving better returns on our

businesses and assets

Build our multi-modal offer:

Creating a multi-modal offer

that utilises the best freight

modes to deliver our customers’

goods where and when needed

Optimise earnings:

Focused on optimising our

earnings and delivering strong

earnings growth and value for

shareholders

SMART GROWTH &

EXPANSION

Deliver for our customers:

Putting our customers at the

heart of all we do and delivering

the best customer solution and

service

Upsize our business:

Maximising organic and

acquisition opportunities to

expand our market presence

across Australasia, extend our

offer and grow our customer

base

TAKING CARE OF WHAT

MATTERS

Having a positive impact on our

people, communities and the

environment

B

E

T

T

E

R

,


S

T

R

O

N

G

E

R


B

U

S

I

N

E

S

S

S

M

A

R

T


G

R

O

W

T

H


&


E

X

P

A

N

S

I

O

N

T

A

K

I

N

G


C

A

R

E


O

F


W

H

A

T


M

A

T

T

E

R

S

10

/ STRATEGIC PATHWAY
CURRENT

SETTING THE

COURSE

24 MONTHS

BUILDING

STRENGTH

>24 MONTHS

FLYING

HIGH

Expand presence in targeted

customer sectors

IdentifyBuildStrengthen

MOV

e Oceans strategy

PilotRolloutFully integrated

Freight ResetUnderwayCompleteFull benefit

Grow Contract LogisticsReset completedCustomer growthPreferred provider

Transition towards asset light model

(owner drivers)

CommencedBuildHit target

Digital transformation CommissionedImplementEnhance

Upsize our business through organic

growth and bolt on acquisitions

Investigate Progress Build

Expand into AustraliaInvestigateBeachhead Expand

Deliver improving financial results

and shareholder returns

Reset and strengthenInitial benefits Increasing returns

Continued focus on ESGUnderway

Clear strategy and

actions

Improving metrics

11

ANNUAL REPORT 2022

/ MOVe Chair Lorraine Witten and Executive Director
Chris Dunphy celebrated with the team as MOVe joined

the ASX as a dual listed entity on 1 July 2022. This takes our

company one step closer to achieving our aspirations to be a

significant transport and logistics provider across Australasia.

12

13
ANNUAL REPORT 2022

Dear Shareholder
For over 150 years, MOV

e has been transporting and storing goods for customers around New Zealand. But as the

world changes, so our company also needs to evolve to achieve our goal of being a world leading, integrated

supply chain provider across Australasia.

For the past year, we have been resetting our business, recognising those areas that need improvement and

seeking out opportunities for growth. We have redefined our strategy and have set ambitious growth targets that

will deliver value for our shareholders. We are putting the foundations in place that will allow us to expand our

market presence, grow our footprint and optimise our earnings while delivering better service for our customers.

While there is still work to be done, we are confident we have the people, the strategy and the passion to achieve

our goals.

New Zealand has a plethora of truck operators and warehouse owners, but few have the scale, strength and

expertise to deliver a seamless end to end supply chain solution for business customers across the country. While

the operating environment is creating challenges for businesses, it is also presenting opportunities for those with

the desire and resources to grow as competitors wane.

At MOV

e, our goal is to keep our customers moving – providing reliable, innovative and efficient solutions to

transport, store and deliver their goods. We make it easy for our customers, using technology, expertise and our

assets to create tailored solutions which meet their needs.

OUR STRATEGIC PROGRESS IN FY22

We started a journey under the MOVe brand in July 2021, signifying a new stage in our company’s history.

We are working our assets smarter, investing in what matters and driving better returns for our business. Early in

the year, we completed a comprehensive business review, identifying strengths, opportunities and importantly,

those areas that were under performing. We restructured our business into two core divisions – Freight and

Contract Logistics – and have put in place a comprehensive plan to reset the Freight business. Following

unsolicited offers, we also commenced a sale process for our smaller Specialist business which we do not

consider as core to our offer.

We are investing in technology and innovation, passionate and talented people and operational excellence, all of

which are essential enablers for our growth. A digital transformation has commenced which will provide benefit

across the company. During the year, we strengthened the leadership team from both within our ranks and by

bringing in people with deep industry knowledge and expertise.

A capital raise in November 2021 helped to considerably strengthen the financial structure of our company. We

were pleased to welcome new shareholders to the register, including several Australian institutions. We structured

the raise so that existing shareholders were treated fairly and thank all our shareholders for their ongoing support.

More recently, we joined the ASX as a foreign exempt listing (dual listed), with trading officially commencing on

1 July 2022.

As our core businesses come up to full capability over the next 12 to 18 months, our focus will move more strongly

to growth and capitalising on the multiple opportunities we have identified.

REPORT FROM THE CHAIR AND

EXECUTIVE DIRECTOR

/ LAYING THE FOUNDATIONS FOR GROWTH

14

Some of these growth initiatives we are already
developing, with early benefits being seen.

In particular, we are assessing the opportunity in

coastal and trans-Tasman shipping, which further

expands our multi-modal offer, provides more

choice for our customers and helps to reduce

carbon emissions by moving multiple truckloads

onto ships.

We have also been identifying particular customer

sectors where we can build on our existing footprint,

to provide a strong logistics offer across the

customer supply chain.

Our preference is to fund growth through recycling

capital between asset sales (Specialist) and

investment into new opportunities, rather than via

borrowing or equity issuance.

OPERATING PERFORMANCE

TRADING CONDITIONS

The pressure from macro-economic headwinds

increased in FY22, with rising costs – particularly fuel

and labour - increasing inflation, labour shortages,

ongoing supply chain disruption and Covid-19

restrictions. Normal trading levels were impacted for

many customers.

Continuing global supply chain disruptions have led

to a delay in MOV

e’s asset replacement programme,

with lead times for the delivery of new trucks

significantly extended. This is resulting in increased

maintenance costs on existing assets. Operating

costs, particularly fuel, parts and labour, have

increased with inflation, with some offset following

the pricing review and re-set undertaken by MOV

e in

the first half of the year.

MOV

e is well resourced to take advantage of

changes in the sector to grow both organically and

through bolt on acquisitions.

STRATEGIC HIGHLIGHTS

• Selldown by founding

shareholders

• Refreshed the Board and

leadership

• Name change to MOV

e

Logistics Group

• Conducted deep dive

business review

• Restructured the business

into two core divisions

• Lorraine Witten appointed as

Chair

• Completion of $40m capital

raise

• Commenced two year plan

to strengthen and grow the

business

• Further diversified the share

register

• Commenced digital

transformation

• Announced sale process for

Specialist business

• Received funding from

Waka Kotahi to support new

coastal shipping strategy

15

ANNUAL REPORT 2022

FY22 RESULTS
Results were in line with guidance provided in May 2022, with underlying EBITDA of $54.3m (guidance of $53m to

$56m). The focus on margin improvement continues to be a priority as we look to generate long term, sustainable

earnings growth.

This year’s results reflect the work being done to reset the business and the investment being made into key

areas of improvement and opportunities for growth. We have reported on continuing operations which exclude

Specialist due to the planned divestment of this division. FY21 results have been restated to exclude discontinued

operations.

Revenue of $349.1m (an increase of $16.8m on the prior year) benefitted from the ability to pass through rising

costs, particularly fuel.

Normalised EBITDA was in line with the prior year, with normalised EBIT of $12.2m, a 9% increase year on year.

MOV

e reported a normalised net profit after tax (before non-controlling interests) of $0.4m, up from a loss of $(0.2)m

in the prior year.

4

Reported net loss after tax including discontinued operations was $(4.2)m (FY21: $0.9m)

5

and

includes costs of $3.4m relating to restructuring and resetting the business.

A capital raise in November 2021 considerably strengthened the financial structure of the company with net debt

reduced from $64.3m to $20.9m and a gearing ratio of 22.3% as at 30 June 2022.

Results are expected to considerably improve in FY23 as the Freight improvement continues, Contract Logistics

builds on the work done in the last year and International capitalises on new opportunities.

More information on MOV

e’s financial results is in the FY22 financial statements and the commentary on pages 38

and 39.

FREIGHT

Revenue $180.9m, +7.0%EBITDA $18.5m, +5.0%EBITDA Margin 10.2%

We started the year with an indepth review of our Freight business, identifying the pain points and the

opportunities. MOV

e has been built on the heritage of regional businesses and we have now integrated these into

a national network solution. Our multi-modal approach is offering further choice in how we move freight around

the country in the most effective and economical manner for our customers.

An important focus in Freight has been to review our offering, identifying LCL (less than a container load) general

freight as an attractive growth opportunity for MOV

e. We have realigned our customer portfolio to focus on areas

of strength and adjusted our rates to ensure we are receiving fair reimbursement for the scope and quality of

services we offer. We have moved the dial to be more solutions focused and are winning customers through our

can-do attitude and partnership approach.

4

Normalised EBITDA, Normalised EBIT and Normalised NPAT exclude non-trading adjustments of $3.4m pre-tax related to restructuring and

resetting the business as part of the strategic plan (FY21: $1.5m)

5

Including discontinued operations; attributable to owners of the company

16

MOVe’s digital journey is critical to delivering on our vision for Freight, with a new Transport Management System
(TMS) to be implemented in FY23, delivering significant value for our business, our people and our customers.

We have approximately 1,000 trucks in our fleet and have a replacement programme underway with a big

investment in new, leased trucks starting to roll out. Unfortunately, continuing global supply chain disruptions have

led to a delay in receiving these trucks, with lead times for delivery significantly extended. This is resulting in heavy

repairs and maintenance on our existing fleet.

We are also transitioning our driver workforce, with the aim to create more balance between Owner Drivers and

those employed by MOV

e. This is in line with our strategy to move towards a more asset light model. Over the last

year, we have increased the number of Owner Drivers to c.39% of freight drivers, with a target of at least 50% in the

next two years.

The efforts being put into the turnaround are now starting to deliver results, and the focus remains on continuing

margin improvement. The improvement programme is ongoing, with another 12 to 18 months expected to build

the business to full strength.

FREIGHT IMPROVEMENT PROGRAMME

• New leadership for the Freight

business

• Identify areas of strength and

opportunity

• Customer review

• Integrate general freight branch

network

• Operational realignment

• Decentralise admin and customer

functions to branch level

• Focus on margin improvement

• Exit non-core activity

• Strengthen branch leadership

• Continue to grow Owner Driver team

• Sale of Specialist division

• Commission new technology

• Conversion to fully maintained, leased

vehicles as part of asset-light strategy

• Optimise freight branch network

COMPLETEDUNDERWAY

17

ANNUAL REPORT 2022

CONTRACT LOGISTICS
Revenue $154.2m, +1.5%EBITDA $35.0m, -9.0%EBITDA Margin 22.7%

Contract Logistics is performing to plan, with capacity at high levels and

increasing customer demand. The business reset has been completed and

future growth is expected. The focus in FY22 has been to better optimise the

network and utilise warehousing capacity, resulting in the closure of three

underperforming warehouses and some consolidation amongst closely

located sites. Contract revenue quality and renewal has also been a priority.

This has resulted in EBITDA margin remaining solid at 22.7%, despite reduced

volumes due to Covid-19.

The year on year financial results reflect the benefit of contract settlements

in the prior year, with a negative impact in the current year from a contract

which has now been exited.

Effort has been put into re-establishing MOV

e as a preferred supplier and

working with clients to develop tailored end to end solutions that meet their

needs. A number of opportunities have been identified to build our footprint

across targeted industry verticals, utilising our Freight and Contract Logistics

assets to provide a specialised solution at all parts of the customer’s supply

chain.

One such opportunity is in the Primary sector. MOV

e is well positioned to

provide a strong offer to this sector, building tailored solutions for clients by

utilising our national, multi-modal freight network, fleet diversity, warehousing

capacity, and export capability to integrate with their supply chain

requirements.

INTERNATIONAL

Revenue $10.9m, +31.9%EBITDA $3.8, +85.6%EBITDA Margin 35.5%

The International division delivered a strong performance. Energy sector

clients have re-established programmes delayed due to Covid-19 and this

has contributed in the return of revenue to pre-Covid levels. Import/export

activity has also increased and rates have been lifted across the sector. The

improving EBITDA margin is due to increased revenue, with the cost base

remaining unchanged.

Expansion is underway as we commence our entry into the shipping sector,

with a planned New Zealand coastal shipping initiative and a trans-Tasman

shipping route.

SALES REVENUE BY

DIVISION

EBITDA BY DIVISION

30+64+6

53+44+3

■ Freight

■ Contract Logistics

■ International

■ Freight

■ Contract Logistics

■ International

18

ENABLING OUR GROWTH
TECHNOLOGY AND INNOVATION

We are on a journey to digitally transform our business, starting with our core technology platform and adding in

new systems and tools to enhance how we work and the value we offer to our customers.

Our first phase, which is now underway, is to replace and standardise the various business IT platforms across

the group. Investment in hardware is also a focus, with 500 new, high end scanners being purchased to support

tracking of consignments across the network.

Secondly, we will be commissioning a new and specialised Freight Management system (TMS) as well as creating

a new Human Resources (HR) platform and introducing technology to better model and record standard

operating processes across the group.

Digital tools are also a key element in keeping our drivers safe. Electronic log books help to manage driver hours

and fatigue, Guardian technology in our line haul trucks is another fatigue alert system for drivers travelling long

distances, and forward facing cameras will soon be required in all truck cabs. Pre-start truck checks will also be

digitised to make it easier and ensure all essential checks are carried out before the truck and driver hits the road.

These and other digital tools will enhance the technology experience for end users, whether that be our team or

customers.

You can read more about our digital journey in the interview with Chief Information Officer, Anthony Barrett, on

pages 22 and 23.

PASSIONATE AND TALENTED PEOPLE

‘We MOV

e as one’ has become the mantra for our team, with all our people supporting and backing each other

to get the job done, safely, for our customers. We recognise that it has been a challenging year – in addition to

the impact of Covid-19 and more recently, an increase in the cost of living, there has also been significant change

across our business. We would like to acknowledge and thank our people for all their efforts and support on our

journey. They are the backbone of our business and we are deeply appreciative of their choice of MOV

e as their

place of work.

On the last page of this report, we have listed all our ‘MOV

eRS’ who have been with our company for ten years or

more.

LEADERSHIP

New leadership is also bringing a fresh perspective and indepth industry expertise to MOV

e. Chris Dunphy took on

the role of Executive Director in July last year and has created a leadership team of passionate, experienced and

talented people to drive our growth.

Chris Knuth and James Watters have been appointed to head up Freight and Contract Logistics respectively.

Chris is a freight man with over 40 years of experience. He is putting power behind the reset in the Freight division.

James has a deep understanding of contracting, logistics and our industry and is driving operational excellence

and delivery.

EBITDA BY DIVISION

30+64+6

53+44+3

19

ANNUAL REPORT 2022

In addition, we have made new appointments to the roles of Chief Information Officer (Anthony Barrett) and GM
Sales & Marketing (Mario Di Leva). Lee Banks continues in her role as MOV

e’s Chief Financial Officer, providing

valuable business knowledge and financial expertise. General managers have also been appointed to lead our

sector strategies, with GM Oceans (Dale Slade) and GM Dairy (Scott Crampton) joining the team.

An executive search is currently underway to identify a talented CEO to lead MOV

e’s strategy. Chris Dunphy

will steward the transition to the new CEO and will remain actively involved as a director, in strategy and group

development.

SUSTAINABILITY

Our aim is to be a leader in sustainable logistics services and we are committed to a low carbon future. However,

sustainability at MOV

e is not just about reducing our emissions – we are actively seeking to have a positive impact

on our people, our communities and the environment, while operating in a profitable manner and delivering value

to our shareholders.

We are at the early stages of our journey on sustainability, which is integrated into our strategy under our pillar

of Taking Care of What Matters. In July 2022, Rebecca Dearden was appointed to the new role of Sustainability

Lead to provide a dedicated resource in this area. You can read more about our progress on pages 27 to 31 of this

report.

GOVERNANCE

A lot of change has occurred in the past year with new Board members bringing deep industry knowledge,

passion and entrepreneurial thinking to the business. Both Trevor Janes and founder, Jim Ramsay, retired at the

2021 Annual Meeting. They were valued members of the Board and contributed significantly as MOV

e transitioned

from a private to a listed company. We are very appreciative for their contributions.

Joining the Board in the last year were Chris Dunphy, Mark Newman and Grant Devonport. All three have

considerable freight and logistics industry experience which has been of great value as we reset the business and

execute our growth strategy.

20

LOOKING FORWARD
The last year has been one of re-shaping the business and defining a clearer, more focused service. We are now

positioned for the next phase of our evolution, with a strong balance sheet, a clear strategic plan and a talented

team to drive profitable growth.

Our focus in the near term remains on resetting and strengthening our core business. Over the medium to longer

term, our focus will increasingly move to growth opportunities as we build on the strong platform we are creating.

Some of the growth initiatives under development are starting to land, with early benefits expected to be seen in

FY23. In particular, we are embarking upon coastal and trans-Tasman shipping, which further expands MOV

e’s

multi-modal offer.

We have also been identifying particular industry sectors where we can build on our existing expertise to provide

a high quality integrated solution across customer supply chains, including Viticulture, Primary industry, Beverages

and Aquaculture.

We will continue to invest in technology and innovation, passionate and talented people and operational

excellence, all of which are essential enablers for MOV

e’s growth. A digital transformation has commenced which

will provide benefit across the company and to our customers.

The priorities for FY23 are to continue to improve our Freight division and transition to an asset light model,

implement digital systems, execute growth in priority customer segments and build our multi-modal offer,

particularly in shipping. Results are expected to considerably improve in FY23 as the Freight reset continues,

Contract Logistics builds on the work done in the last year and International capitalises on new opportunities.

While there is still work to be done, we continue to be confident in the future potential for MOV

e and the positive

traction that is now being seen. Thank you, our shareholders, for your continued support.

Lorraine Witten Chris Dunphy

Chair Executive Director

14 September 2022

21

ANNUAL REPORT 2022

What are the key benefits of the digital transformation for MOVe?
Digital technology is essential to any modern business as it is a key enabler for nearly all functions.

Investing in digitisation will provide significant benefits for MOV

e. It will drive operational leverage, make it easier

for our team to work together collaboratively, create business resilience, reduce our cost to serve and, importantly,

satisfy current and future customer requirements.

One of the core elements in our digital strategy is to ensure all key information is stored, maintained and

accessible as and when needed. This will cover everything from people and process through to customers, trucks,

consignments and more. Having our nationwide MOV

e team working together towards shared goals using common

data will be the magic that enables us to provide superior customer service AND be consistently profitable.

While we will be commissioning standard products and services, what will set us apart will be the innovation in how

we implement and use these to deliver greater value.

What are the key elements of MOV

e’S digital transformation?

The first key element was integrating and aligning all the individual businesses in the group. This is critical to ensure

we select and implement the appropriate systems. This is now complete.

We then prioritised the implementation of a new Freight Management

System (FuseIT) into the MOV

e Freight business and a new MOVe

Group system for People and Culture (Ready Workforce).

How will digitisation benefit MOV

e’s people?

Digitisation will reduce the amount of time spent on manual

processes and allow our MOV

e team to spend more time looking

forward in a pro-active way with our customers. It will also allow

our people to work more closely together, with team members from

different areas of the business able to access relevant information and

work together to create valuable solutions for both our business and our

customers.

How will MOV

e’s digital journey benefit customers?

The digitisation of our Freight network, FuseIT, will offer

significant benefits for our customers. This includes improved

‘delivery on time’ and visibility. Pro-active information

together with accurate and timely billing, will allow our

customers to spend more time on their business and less

time managing the freight process. We will also have a

greater capability to receive and use forecast data, which

will allow us to manage peaks and surges more effectively.

LAYING THE FOUNDATIONS

/ MOVE’S DIGITAL TRANSFORMATION

5 MINUTES WITH CIO, ANTHONY BARRETT

The implementation of the new

TMS systems, FuseIT, will drive the

digitisation of our Freight network

and provide significant benefits

for our customers.

22

Tell us about the MOVe Digital Transformation Team
Our digital transformation team is made up of two teams who are working collaboratively with the business and

suppliers to deliver our digital transformation. The MOV

e IT team, led by Nick Ward, comprises both internal team

and industry partners, who have extensive Logistics and IT experience. Our newly formed business transformation

team, led by Stephanie Rigter, includes key subject matter experts who will not only ensure that the projects are

delivered effectively but also ensure the capability is bedded into the ongoing business.

Our team is passionate about using process and technology to create value-adding solutions for both our

internal and external customers.

Where do you see digitisation in the transport industry heading in the next few years?

I expect there will be a continuation of the consolidation within the transport industry in New Zealand. This in turn

will lead to an increase in “digital co-operation” across the supply chain. As all the parties invest in their digital

capability, we will see more sharing of data, which will enable all parties to remove friction. In particular, we will

see the larger customers share quality data with the logistics providers, which will help the full digitisation of the

supply chain.

MOVE’S DIGITAL JOURNEY IN FY23

AREA OF OUR BUSINESSDIGITAL STATUS

CURRENT TO PLANNED

PLANED ACTIVITY TO END OF 2023

Core Digital Infrastructure

Security

Solid & secure cyber security foundation.

Consolidate all domains into the Move

Logistics domain framework

Our Team (Payroll, P&C, HSE)

HSE meets requirements. P&C & Payroll to

be replaced with modern software: Ready

Workforce rolled out 2022/23

Our FinancialsSolid foundation with NetSuite

Our Customers

Customer portal requires upgrade and

solution will follow the TMS (Transport

Management System) implementation

Our Freight Network

A single TMS will replace the multiple

existing systems: FuseIT

Our Logistics Operations

Paperless meets customer requirements.

Work is being undertaken to automate

invoicing

Our Fleet

Solution for group fleet management

underway

0% 25% 50% 75% 100%

23

ANNUAL REPORT 2022

MOVe has been involved in the shipping industry for
more than 120 years, through its shipping agency, Hooker

Shipping in New Plymouth, which was founded in 1883.

Now MOV

e is building on Hooker’s heritage to extend its

market presence and deliver innovative freight solutions for

customers.

The company has announced two new shipping initiatives.

Firstly, a new trans-Tasman shipping route has been

established, connecting regional ports in New Zealand with

Tasmania and other ports on Australia’s east coast. For some

of these regions, the MOV

e service will be the only direct ship

route, while in other regions, it will provide a further option

for customers currently facing shipping constraints and

difficulties. MOV

e has entered into an agreement to acquire

a vessel, which is expected to settle in October 2022, with the

first trans-Tasman sailing scheduled for Q4 2022.

In addition, MOV

e has recently been awarded $10 million in

co-funding from Waka Kotahi to support its New Zealand

coastal shipping strategy. The immediate focus is on the

design, building and mobilisation of a quarter-ramp Roll On/

Roll Off (RORO) vessel which will enable a new sea bridge

between Nelson and New Plymouth.

Currently, the only options available for moving rolling stock

between the North and South Islands are via the Cook Strait

ferries which operate between Wellington and Picton. These

vessels require linkspan/ramp operations for loading and

unloading cargo and the vessel ramp configurations mean

that these ships cannot berth at standard cargo wharves.

The new service being offered by MOV

e will be capable of

calling into at least thirteen New Zealand Ports, without the

need for any new Port infrastructure to be built.

In addition to major operational benefits, the new service will

also dramatically reduce the carbon footprint of the freight

movements concerned. The shift of existing loads from road

to shipping will deliver significant carbon emission reductions

(estimated 2,000 tonnes per annum), improve road safety

via fewer truck movements and enhance New Zealand’s

domestic freight services.

“This new initiative

further reinforces MOVe’s

position as a leading

provider of innovative

freight solutions in New

Zealand. We will be

working closely with our

Freight and Contract

Logistics customers and

other businesses to offer

blue-water alternatives

to trucking. The quarter-

ramp Roll On/Roll Off

vessel service is unique

and will be an industry

first for coastal shipping

in New Zealand.”

/ MOVE-ING INTO SHIPPING

24

/ CUSTOMER STORY
KEEPING OUR CUSTOMERS TOPPED UP

MOVe is Lion’s Auckland and Christchurch

transport partner for the New Zealand market.

Lion is New Zealand’s largest alcoholic

beverages company by volume, recognised

for brands such as Steinlager, Speight’s,

Mac’s, Lindauer and Wither Hills.

MOV

e services Lion’s approximately 1,500

customers in Auckland and Christchurch,

delivering around 150 tonnes of product daily

to major centres across New Zealand. We

deliver everything from a pallet of stock to

our largest customers, down to the single

kegs and bottles for our smaller on-premise

hospitality venues.

“MOV

e has been a great long-term partner

of Lion, always going the extra mile to ensure

that our customers are satisfied with their

deliveries and ready to talk about solutions

if issues arise.”

25

/ Neill Kulupa (Storeperson/Devanner)
26

OUR GOAL IS TO BE A LEADER IN SUSTAINABLE
LOGISTICS SERVICES.

For MOVe, it’s not just about reducing our emissions.

We are actively seeking to have a positive impact on

our people, our communities and the environment.

We believe that this will have a beneficial impact

on our business, thereby creating long term value

for our shareholders. Our strategic pathways, set

out earlier in this report, lay out the framework for a

sustainable future for our company.

We are at the early stages of our ESG (environment,

social and governance) journey, as we seek to

achieve our aims and improve our reporting and

transparency on material areas for our business.

We have taken important steps in the last 12 months

to enable improved measuring and reporting on

our carbon emissions and are integrating climate

change considerations into investment decisions.

More recently, we have appointed a Sustainability

Lead (Rebecca Dearden) who who will provide a

dedicated resource in this area. A key initiative for

FY23 will be to assess those areas that are most

important for MOVE’s long term sustainability and we

will share these in next year’s annual report.

MOV

e’s Board oversees the company’s sustainability

performance. Any sustainability or climate related

risks that are identified as critical to our business are

monitored by management and reported to the Risk

Assurance and Audit Committee.

TAKING CARE OF WHAT MATTERS

/ BETTER BUSINESS

OUR ESG JOURNEY

TO DATE

• Establish internal ESG cross-

functional working group

• Measure and report on carbon

emissions

• Implement external assurance

process

• Integrate climate change

considerations into investment

decisions

FY23

• Materiality assessment

• Confirm scope 1 and 2

measurements and review

reduction targets to align with

the latest climate science

• Set goals and establish KPIs

• Identify climate related risks

and opportunities

FY24

• Define approach to climate

related reporting and develop

framework

• Integrate climate related risks

into risk framework

• Review and dedicate investment

to resources required to act on

MOV

e’s ESG goals

FY25

• Continue to develop disclosure

and reporting under TCFD

framework

27

ANNUAL REPORT 2022

OUR PRIMARY GOAL IS TO BRING FORWARD A
FUTURE WHERE OUR FLEET IS CARBON NEUTRAL.

We are mindful of transport related carbon emissions

and are focused on reducing our impact, through utilising

different modes of transport, improved driving behaviour,

alternative fuels and route optimisation. We are also

focused on operating more sustainably in our branches and

warehouses.

We recognise that our goal is big and bold but equally we

know that, across the sector, we have to make change.

We have identified a number of opportunities to help us

on our journey, with initiatives underway in many of these.

Our first electric metro trucks are on the road in Auckland

and we have placed an order for two of the first hydrogen

trucks being brought to New Zealand by leasing business,

TR Group. While the delivery of these has been delayed

due to pandemic and supply chain disruption, we hope to

have them out on the roads by mid 2023. Our multi-modal

approach also helps to shift freight from trucks to lower

emission modes of transport such as rail and shipping.

The key reduction opportunities we have identified are:

• Leverage technology to reduce ‘empty kms’

• Route optimisation to reduce kms travelled

• Driver training and technology to optimise fuel use

• New, more efficient vehicle fleet

• Multi-modal freight solutions – move from road to

shipping and rail

• Electrify metro vehicles and forklifts

• Seek alternative fuel options (electric and hydrogen)

• Design and refit buildings to be carbon neutral

• Minimise waste

• Install solar power

• Lease only green buildings

/ LIGHTENING OUR LOAD ON THE PLANET

49,813

Tonnes C02 emissions

6


26.5%

Reduction in emissions

since FY19 base year

7

108,692

KW

Solar energy generated

from our buildings

62%

Of our warehouse forklift

fleet is electric

6

Scope 1 and 2 excluding emissions from owner drivers

7

Reduction partially due to rebalance of driver workforce. FY22 excludes emissions from owner drivers, these will be included from FY23

onwards

28

29
ANNUAL REPORT 2022

Staying safe, keeping others safe and supporting each other are fundamental to who we are as an
organisation. Paying close attention to ethics, integrity and sustainability go hand in hand with our vision

of ‘No harm to people, the environment or assets’.

Technology is playing an important role in keeping people safe, with electronic log books and in-cab Guardian

technology helping to manage fatigue. Forward facing cameras will soon be required in all truck cabs which

monitor vehicle activity, improve fleet safety and can reduce costs associated with insurance claims. Pre-start

truck checks will also be digitised to make it easier and ensure all essential checks are carried out before the truck

and driver hits the road.

Safety performance is tracked to identify patterns to help prevent incidents, with upgraded safety software rolled

out across the group in FY22. Health and safety data is reviewed at each National Health & Safety Committee

Meeting (comprising executives who meet monthly for the purposes of health and safety management across the

Group). The Board receives monthly reports and reviews health and safety at every Board meeting.

Pleasingly, MOV

e successfully completed its first ACC Accredited Employers Programme Audit, moving up to

Tertiary level. This gives us great confidence that we are going in the right direction with our safety systems and

people.

Recognising the importance of safety for every individual in our group, MOV

e has launched its monthly Safety

Awards. These recognise exceptional events and contributions towards safety that team members make in their

workplace. At year end, one of these monthly winners will be awarded the MOV

e Annual Safety Award, along with

a well deserved prize.

MOV

e’s injury frequency rates provide a lag indicator of performance, with Lost Time Injury Frequency Rates (LTIFR)

reducing for the fifth year in a row and a strong improvement in Total Recordable Injury Rates. We are mindful

there is a lot of ground to cover to achieve our goal of zero harm and safety across the MOV

e group remains a

priority.

/ HEALTH, SAFETY AND WELLBEING

LOST TIME INJURY FREQUENCY RATETOTAL RECORDABLE INJURY FREQUENCY RATE

00

20

40

60

80

100

2018201820192019202020202021202120222022

5

10

15

20

25

30

35

30

Our people are our business. It is thanks to their efforts,
talent and passion for our industry that we are able to

succeed.

Our goals are to provide a rewarding work environment, that

celebrates diversity, encourages inclusion and recognises

the contributions of our people. Health and safety remains a

priority.

More structure has been brought to the role in 2022, with

increased support for business divisions and an expanded

team.

We have 1,314 MOV

e team members, from truck drivers to

warehouse, admin, support and managers. The increasingly

tight labour market has added to the existing challenge of

recruiting people into the industry. We are working closely

with industry organisations to support initiatives that

encourage both young people and females into the sector.

Recruitment has been a major focus for the People &

Culture (P&C) team at MOV

e, with border closures for two

years followed by tight worker immigration laws, alongside

a limited New Zealand workforce. MOV

e has now received

accreditation for its main business units, which allows us

to apply for work visas to bring overseas workers into New

Zealand.

MOV

e is building a culture across the business, where our

people feel supported and where their achievements and

efforts are recognised. Reward and recognition programmes

have been initiated. The monthly and annual Health & Safety

Awards are also proving popular, with our people proactively

looking for opportunities to make their workplaces and team

members safer.

An equally important focus over the FY22 year has been to

support our people through a period of rapid change within

the business, as well as the disruption that the pandemic has

wrought. A wellness committee has been established and

counselling services are available to all our people, to assist

with financial and mental health issues.

/ SUPPORTING OUR PEOPLE

“We are extremely

proud of our team and

the resilience they

have shown through a

challenging time.”

31

ANNUAL REPORT 2022

“Every day at MOVe is an opportunity to contribute to the growth
of the company and work towards a common goal – making

MOVE the top transport and logistics company in New Zealand!”

“Often people don’t realise the skills they have and how they can

transfer them into other roles. There’s always opportunities for people

with passion and who are prepared to work hard.”

JOCK STRINGER

BRANCH MANAGER, MOVe FREIGHT AUCKLAND

A recent recruit to the MOV

e team, Jock is

responsible for MOV

e Freight’s largest branch

in Auckland, overseeing more than 50 truck

movements every day and a team of 57 excluding

drivers.

Jock has worked his way up through the industry,

starting as an owner driver at 18 years old and

building up a fleet of 25 trucks. After moving into

management, he worked around New Zealand

and Australia.

He says the transport industry is in his blood.

Despite trying to move into other sectors during

his career, it has always drawn him back.

His passion is for mentoring people, particularly

those with limited post-school qualifications.

CELEBRATING OUR

PEOPLE

STEPHANIE RIGTER

BUSINESS TRANSFORMATION LEAD

Stephanie has recently stepped into the newly created

role of Business Transformation Lead, working closely with

the individual business teams as the digital transformation

is rolled out across MOV

e.

“What excites me about this role is the opportunity to

contribute strategically to MOV

e to help the business grow. I

am excited about the positive change that will happen as part

of the digital transformation and how I can personally contribute

to MOV

e’s growth.

“MOV

e has given me the opportunity to help make a difference,

grow my experience and career, and work alongside some of the

industry’s best.“

32

“The best thing about working with MOVe is the people. We have
some incredibly knowledgeable and skilled people working

within and contracted to MOV

e, all working towards the same

goal of keeping the freight moving and customers happy.“

“With four children, I love the work life

balance of this job and take a huge pride

in driving under the MOV

e brand.“

KHAMUS SISIKEFU

OWNER DRIVER

Husband and wife, Khamus Sisikefu

and Rebecca Hines, are new additions

to the MOV

e Owner Driver team.

Operating their respected business,

K&R Haulage in Canterbury, they

moved over from Mainfreight

to MOV

e in April 2022. Khamus

drives a B-Train from

Christchurch to Cromwell and

back again, five days a week,

dropping off one trailer and

returning with another full

load.

NAT HASLAM

OWNER DRIVER ADMINISTRATOR, MOVe FREIGHT

Starting with MOV

e five years ago, Nat held a number of

accounts and admin roles before taking on her current

role last year. With a diverse background in hospitality,

admin and retail, she has the people skills and ‘give

it a go’ attitude that makes her perfectly suited to

managing all the details for MOV

e’s Owner

Driver workforce.

“MOV

e has been going through a rapid period

of change and we’re now starting to see the

benefits and growth from that. With the

addition of our shipping division and looking

at the use of alternative fuelled trucks, we

are setting ourselves up in a good position

for whatever the future holds.I am looking

forward to seeing what the company

does next.”

33

ANNUAL REPORT 2022

LORRAINE WITTEN
INDEPENDENT CHAIR

Appointed 6 December 2017

Lorraine Witten is an experienced

executive and entrepreneur with

extensive commercial experience

in high growth and high change

environments. Her skills are in

strategy and entrepreneurship, in

technology and ICT sectors where

she has 20 years’ experience in

senior leadership and finance

roles. She currently sits on the

board of a number of private

and public companies including

Mercury, Pushpay and as Chair

of Rakon.

Lorraine was appointed Chair of

MOV

e in September 2021. She

has over 20 years of governance

experience and is a Chartered

Fellow of the Institute of Directors

and Fellow of Chartered

Accountants ANZ.


DANNY CHAN

INDEPENDENT DIRECTOR

Appointed 6 December 2017

Danny is an experienced New

Zealand director with extensive

accounting, finance and

investment management and

education experience. He holds

a number of directorships with

companies including Marlborough

Wines Estate as well as numerous

companies associated with his

private investments.

Danny is a member of the Asia

New Zealand Foundation, NZ China

Council and was a member of the

Department of Prime Minister and

Cabinet - China Project Advisory

Group. He was a founder of the

Academic Colleges Group (ACG).

PETER DRYDEN

INDEPENDENT DIRECTOR

CHAIR GOVERNANCE &

REMUNERATION COMMITTEE

Appointed 23 October 2019

Peter is a professional company

director and advisor, based in

Taranaki. He currently sits on the

Boards of several private and

public companies including as

Chair of Port Taranaki. Peter has

worked in leadership positions

across Asia, Australia and New

Zealand, and has a strong

background in the development

and implementation of

growth strategies and change

management.

He has extensive executive

experience and was Managing

Director, Australia and New

Zealand, for DowAgroSciences for

nine years until May 2016.

MOVE BOARD

MOVe’s Board comprises directors with a wealth of skills, experience and knowledge that add value to the

business and for shareholders. A rejuvenation of the Board over the last 12 months has seen three new directors

join the Board, and the retirement of Trevor Janes and founder, Jim Ramsay. Lorraine Witten was appointed as

Chair from 29 September 2021.

34

CHRIS DUNPHY
EXECUTIVE DIRECTOR

Appointed 1 July 2021

Chris has a deep knowledge of the

transport and logistics industry

and was formerly an executive

director of Mainfreight and

general manager of Mainfreight’s

international division. Chris joined

Mainfreight in 1993 and helped

take it public in 1996. After ten

years of senior management roles

in Mainfreight, spearheading their

global growth-by-acquisition

strategy, Chris resigned as

executive director in 2003 to

pursue private investments in a

number of freight, shipping and

logistics businesses. In July 2021,

Chris took on the role of Executive

Director of MOV

e Logistics Group.

MARK NEWMAN

INDEPENDENT DIRECTOR

Appointed 27 July 2021

Mark has extensive domestic

and international transport and

logistics industry expertise, having

held senior leadership roles with

Mainfreight for over 20 years,

as CEO Mainfreight Europe and

General Manager New Zealand

Transport.

He has a deep understanding

of the New Zealand transport

landscape along with a wealth of

experience in building successful

teams and developing strong

culture. His extensive knowledge

in bringing together businesses,

brands and people are of value as

MOVE Logistics Group moves into

a new era.

GRANT DEVONPORT

INDEPENDENT DIRECTOR

CHAIR RISK ASSURANCE & AUDIT

COMMITTEE

Appointed 23 November 2021

Grant was CFO of both Toll NZ

(2006- 2008) and Toll Holdings

Group from late 2011 until his

departure in 2015 when the

business was sold to Japan Post.

He is currently CFO of Australian

Pacific Airports Corporation –

owner of both Melbourne and

Launceston Airports. As well

as being CFO of both ASX and

privately owned businesses,

Grant’s responsibilities have

included strategy, procurement,

technology, risk, safety &

environment, company

secretariat, treasury and investor

relations.

35

ANNUAL REPORT 2022

36

MOVe’S
LEADERSHIP

TEAM

JAMES WATTERS

COO Contract Logistics

CHRIS KNUTH

COO Freight

DALE SLADE

GM Oceans

LEE BANKS

Chief Financial Officer

ANTHONY BARRETT

Chief Information Officer

MARIO DI LEVA

GM Sales & Marketing

SCOTT CRAMPTON

GM Dairy

CHRIS DUNPHY

Executive Director

37

ANNUAL REPORT 2022

MOVe uses several non-GAAP measures to report on financial performance. An explanation of these is below.
Non-GAAP Financial Information

MOV

e uses several non-GAAP measures when discussion financial performance. These include normalised EBIT,

normalised EBITDA and normalised NPAT. The board and management believe these measures provide useful

underlying information on MOV

e’s business. They are used internally to evaluate performance, analyse trends and

allocate resources. Non-GAAP financial measures should not be viewed as a substitute for measures reported in

accordance with NZ IFRS.

Non-trading adjustments

The financial results for FY22 include transactions considered to be non-trading in nature or size. Unusual

transactions can be as a result of specific events or major acquisitions, disposals or divestments that are not

expected to occur frequently. Excluding these transactions from normalised measures can assist users in forming

a view on the underlying performance of MOV

e. Pre-tax non-trading adjustments totalled $3.4 million in FY22.

EBITDA/EBIT

EBITDA is Earnings/(Loss) before the deduction of interest, tax, depreciation and amortisation and excludes income

and impairment from associates. EBIT is Earnings/(Loss) before the deduction of interest and tax. These are both

non-GAAP financial measures.

Normalised EBITDA/EBIT

This means EBITDA/EBIT excluding non-trading adjustments and unusual transactions. Management believe that

normalised measures provide a more appropriate measure of MOV

e’s performance and more useful information

on the normalised earnings of the company.

Continuing Operations

MOV

e has commenced a sales process for its Specialist business which is considered non-core. Therefore, the

contributions from this business have been excluded from FY22 commentary, as it is considered a discontinued

operation. FY21 has been restated to exclude Specialist.

FINANCIAL MEASURES

38

RECONCILIATION NON-GAAP TO GAAP
$MILLIONSFY22FY21

Net profit/(loss) before income tax from continuing operations (GAAP measure)(2.42)(1.58)

Add back:

Share of loss of associates.10.15

Net finance costs11.0511.1

Loss in investment in associates.06.10

Restructuring costs1.63-

Share acquisition costs.13.31

Goodwill and asset impairment1.621.13

Depreciation & Amortisation42.1643.27

EBITDA excluding non-trading items (non-GAAP measure)54.3354.48

Net profit/(loss) after income tax (GAAP measure) attributable to owners(4.21).87

Less: Discontinued operations after tax(.57)2.60

Add back:

Non-controlling interests1.10.43

Other non-trading expenses, net of tax:

Goodwill and asset impairment1.62.82

Restructuring costs1.18-

Share acquisition costs.13.31

Net profit/(loss) after tax excluding non-trading items (non-GAAP measure).39(.17)

39

ANNUAL REPORT 2022

/ CUSTOMER STORY
NEW ZEALAND WINE INDUSTRY

The New Zealand wine industry is world-renown for the quality of its wines and exports,

with the Marlborough wine region being home to many of New Zealand’s top wineries. For

more than 50 years, MOVe has been playing a vital role in the supply chain and is involved

from harvest through to storage and delivery of bulk and bottled wines within New Zealand

and to ports for export to the world.

A high yield harvest in 2022 saw the national harvest reach 532,000 tonnes of grapes,

with 414,000 tonnes coming from the Marlborough region, an increase of 54% on the

2021 harvest. MOV

e transported 14 million litres of bulk wine, as well as packaged and

containerised wine, servicing not just Marlborough but also the growing Hawkes Bay and

Central Otago wine regions.

40

Financial Statements
For the year ended 30 June 2022

41

ANNUAL REPORT 2022

ANNUAL FINANCIAL STATEMENTS
DIRECTORS’ STATEMENT

CONTENTS

Consolidated Statement of Profit or Loss & Other Comprehensive Income43

Consolidated Balance Sheet44

Consolidated Statement of Changes in Equity45

Consolidated Statement of Cash Flows46

Notes to the Consolidated Financial Statements47 - 85

DIRECTORS’ STATEMENT

FOR THE YEAR ENDED 30 JUNE 2022

The Directors of MOVe Logistics Group Limited are pleased to present the financial statements for MOVe Logistics Group

Limited and its subsidiaries (together the Group) for the year ended 30 June 2022 contained on pages 43 - 85.

Financial statements for each financial year fairly present the financial position of the Group and its financial

performance and cash flows for that period and have been prepared using appropriate accounting policies, consistently

applied and supported by reasonable judgments and estimates and all relevant financial reporting standards have been

followed.

Proper accounting records have been kept that enable, with reasonable accuracy, the determination of the financial

position of the Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.

Adequate steps have been taken to safeguard the assets of the Group to prevent and detect fraud and other

irregularities.

The Directors hereby approve and authorise for issue the financial statements for the year ended 30 June 2022. They do

not have the power to amend these financial statements after issue.

For and on behalf of the Board

Lorraine Witten - Chair

23 August 2022

Grant Devonport - Director

23 August 2022

42

DIRECTORS’ STATEMENT

1
ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS &

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2022

NOTES

30 JUNE 2022

$000

30 JUNE 2021

$000*

Revenue 7345,782328,947

Gains on disposal of assets 527885

Lease income1,2401,490

Other income 1,553948

Total Income 7349,102332,270

Transport costs(146,052)(128,065)

Employee costs(116,577)(120,348)

Rental / lease expenses(4,266)(3,397)

Other operating expenses(27,875)(25,979)

Depreciation of right of use assets8(30,303)(30,500)

Other depreciation / amortisation expenses 8(11,852)(12,765)

Other non-operating expenses5(3,387)(1,451)

Impairment of investment in associates16.2(61)(95)

Total Operating Expenses 8(340,373)(322,600)

Finance costs relating to lease liabilities(7,948)(7,921)

Other finance costs - interest on borrowing(3,111)(3,180)

Interest income on short term deposit101

Operating loss before income tax(2,320)(1,430)

Share of (loss) of associates 16.2(103)(149)

Loss Before Income Tax (2,423)(1,579)

Income tax (expense)/credit 9(116)283

LOSS FOR THE YEAR FROM CONTINUING OPERATIONS (2,539)(1,296)

Net (loss)/ profit from discontinued operations after tax21(565)2,600

(LOSS) / PROFIT FOR THE YEAR(3,104)1,304

(Loss) / Profit attributable to:

Owners of the company(4,208)869

Non-controlling interests1,104435

(3,104)1,304

Other comprehensive income:

Comprehensive Income for the Period, Net of Tax --

TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR, NET OF TAX (3,104)1,304

Earnings per share attributable to the ordinary equity holders of

the Company

CENTSCENTS

Basic and diluted earnings per share from continuing operations

11(3.44)(1.97)

Basic earnings per share for profit attributable to the ordinary equity

holders of the company

11(3.97)0.99

The above consolidated Statement of Profit or Loss & Other Comprehensive Income should be read in conjunction with the accompanying

notes.

*Certain amounts and relevant notes have been restated to reflect adjustments relating to discontinued operations note 21.

43

ANNUAL REPORT 2022CONSOLIDATED FINANCIAL STATEMENTS

2
ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2022

NOTES

30 JUNE 2022

$000

30 JUNE 2021

$000

ASSETS

Current Assets

Cash and cash equivalents 12.114,94013,214

Inventories -55

Trade and other receivables 12.260,29449,754

Tax receivable-450

Advances to associates12.3-218

Assets held for sale2125,263-

Total Current Assets 100,49763,691

Non-Current Assets

Property, plant and equipment 13.157,76187,785

Right of use assets13.2150,381164,826

Intangible assets 13.318,05821,173

Deferred Income tax asset13.4149-

Investments in associates 16.2271417

Total Non-Current Assets 226,620274,201

TOTAL ASSETS 327,117337,892

EQUITY

Share capital1475,18837,054

Other reserves8848

Accumulated losses(5,081)(873)

Equity attributable to owners of the parent 70,19536,229

Non-controlling interest in equity2,7981,738

TOTAL EQUITY 72,99337,967

LIABILITIES

Current Liabilities

Trade and other payables 12.438,09231,840

Tax payable211-

Deferred revenue7521504

Borrowings 12.63,71367,352

Lease liability13.226,39327,310

Employee entitlements 12.510,47612,524

Liabilities directly associated with assets classified as held for sale216,149-

Total Current Liabilities 85,555139,530

Non-Current Liabilities

Borrowings 12.624,3242,811

Lease liability13.2133,338144,218

Convertible note12.77,7927,395

Derivative financial instrument12.7849834

Deferred income tax liability 13.4-2,682

Provisions for other liabilities and charges 13.52,2662,455

Total Non-Current Liabilities168,569160,395

TOTAL LIABILITIES 254,124299,925

TOTAL EQUITY & LIABILITIES 327,117337,892

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

3

ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

ATTRIBUTABLE TO OWNERS OF THE

COMPANY

NOTESSHARE CAPITALRETAINED EARNINGS/(ACCUM. LOSSES)OTHER RESERVESTOTAL NON-CONTROLLING INTERESTTOTAL EQUITY

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

Balance as at 1 July 2020

37,054(1,742)-35,3121,61436,926

Comprehensive income

Profit for the year

-869-8694351,304

Other comprehensive income

------

Total comprehensive income

-869-8694351,304

Cumulative translation adjustment

--(9)(9)-(9)

Transactions with owners:

Employee share scheme20

--5757-57

Non-controlling interest on acquisition of

subsidiary

----6060

Dividends and dividend reinvestment plan

----(371)(371)

Balance as at 30 June 2021

37,054(873)4836,2291,73837,967

Balance as at 1 July 2021

37,054(873)4836,2291,73837,967

Comprehensive income

(Loss)/Profit for the year

-(4,208)-(4,208)1,104(3,104)

Other comprehensive income

------

Total comprehensive income

-(4,208)-(4,208)1,104(3,104)

Cumulative translation adjustment

--6767-67

Transactions with owners:

Employee share scheme20

34-(27)7-7

Issue of Ordinary Shares

38,100--38,100-38,100

Dividends

----(44)(44)

Balance as at 30 June 2022

75,188(5,081)8870,1952,79872,993

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

44

CONSOLIDATED FINANCIAL STATEMENTS

2
ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2022

NOTES

30 JUNE 2022

$000

30 JUNE 2021

$000

ASSETS

Current Assets

Cash and cash equivalents 12.114,94013,214

Inventories -55

Trade and other receivables 12.260,29449,754

Tax receivable-450

Advances to associates12.3-218

Assets held for sale2125,263-

Total Current Assets 100,49763,691

Non-Current Assets

Property, plant and equipment 13.157,76187,785

Right of use assets13.2150,381164,826

Intangible assets 13.318,05821,173

Deferred Income tax asset13.4149-

Investments in associates 16.2271417

Total Non-Current Assets 226,620274,201

TOTAL ASSETS 327,117337,892

EQUITY

Share capital1475,18837,054

Other reserves8848

Accumulated losses(5,081)(873)

Equity attributable to owners of the parent 70,19536,229

Non-controlling interest in equity2,7981,738

TOTAL EQUITY 72,99337,967

LIABILITIES

Current Liabilities

Trade and other payables 12.438,09231,840

Tax payable211-

Deferred revenue7521504

Borrowings 12.63,71367,352

Lease liability13.226,39327,310

Employee entitlements 12.510,47612,524

Liabilities directly associated with assets classified as held for sale216,149-

Total Current Liabilities 85,555139,530

Non-Current Liabilities

Borrowings 12.624,3242,811

Lease liability13.2133,338144,218

Convertible note12.77,7927,395

Derivative financial instrument12.7849834

Deferred income tax liability 13.4-2,682

Provisions for other liabilities and charges 13.52,2662,455

Total Non-Current Liabilities168,569160,395

TOTAL LIABILITIES 254,124299,925

TOTAL EQUITY & LIABILITIES 327,117337,892

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

3

ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

ATTRIBUTABLE TO OWNERS OF THE

COMPANY

NOTESSHARE CAPITALRETAINED EARNINGS/(ACCUM. LOSSES)OTHER RESERVESTOTAL NON-CONTROLLING INTERESTTOTAL EQUITY

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

Balance as at 1 July 2020

37,054(1,742)-35,3121,61436,926

Comprehensive income

Profit for the year

-869-8694351,304

Other comprehensive income

------

Total comprehensive income

-869-8694351,304

Cumulative translation adjustment

--(9)(9)-(9)

Transactions with owners:

Employee share scheme20

--5757-57

Non-controlling interest on acquisition of

subsidiary

----6060

Dividends and dividend reinvestment plan

----(371)(371)

Balance as at 30 June 2021

37,054(873)4836,2291,73837,967

Balance as at 1 July 2021

37,054(873)4836,2291,73837,967

Comprehensive income

(Loss)/Profit for the year

-(4,208)-(4,208)1,104(3,104)

Other comprehensive income

------

Total comprehensive income

-(4,208)-(4,208)1,104(3,104)

Cumulative translation adjustment

--6767-67

Transactions with owners:

Employee share scheme20

34-(27)7-7

Issue of Ordinary Shares

38,100--38,100-38,100

Dividends

----(44)(44)

Balance as at 30 June 2022

75,188(5,081)8870,1952,79872,993

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

45

ANNUAL REPORT 2022CONSOLIDATED FINANCIAL STATEMENTS

4
ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2022

NOTES

30 JUNE 2022

$000

30 JUNE 2021

$000*

Cash flows from operating activities

Receipts from customers 336,585327,110

Interest received 101

Dividends received 250

Payments to suppliers and employees (292,537)(277,757)

Government subsidy received942267

Notional finance charge on NZ IFRS 16 leases15.2(7,948)(7,920)

Interest paid (2,613)(3,011)

Income tax paid (504)(2,504)

Net cash generated from operating activities 15.133,93736,236

Cash flows used in investing activities

Purchase of business, net of cash acquired-242

Purchase of property, plant and equipment(4,999)(5,728)

Proceeds from sale of property, plant and equipment4,1481,395

Purchase of intangible assets(214)(359)

Advances to associates 200-

Net cash used in investing activities (865)(4,450)

Cash flows from financing activities

Repayment of borrowings15.2(123,869)(16,242)

Proceeds from borrowings15.281,643-

Proceeds from share issue1438,100-

Convertible note15.2-8,200

Repayment of lease liability (NZ IFRS 16)(27,394)(27,225)

Dividends paid to shareholders / non-controlling interests(44)(371)

Net cash flow used in financing activities(31,564)(35,638)

Net increase in cash and cash equivalents - continuing

operations

1,508(3,852)

Net increase in cash and cash equivalents - discontinued

operations

212185,184

Cash and cash equivalents at beginning of year 13,21411,882

Cash and cash equivalents 30 June14,94013,214

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

*Certain amounts and relevant notes have been restated to reflect adjustments relating to discontinued operations note 21.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

1. GENERAL INFORMATION


1.1. REPORTING ENTITY

The core operations of MOV

e Logistics Group Limited (“MOVe Logistics” or the “Company”) and its subsidiaries

(collectively “the Group”) are in the New Zealand logistics sector. These include general transport, bulk liquids, heavy

haulage, shipping, warehousing and distribution, freight forwarding, national and international household removals and

storage.

The Company is incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and is a FMC

Reporting Entity under part 7 of the Financial Markets Conduct Act 2013. The Company is dual listed with its primary listing

of ordinary shares quoted in New Zealand on the NZX Main Board, and a secondary listing in Australia as a foreign Exempt

Entity on the Australian securities exchange (ASX) (refer note 22).

The registered office of the Company is at 330 Devon Street East, New Plymouth, New Zealand. The consolidated financial

statements of the Company as at, and for the year ended 30 June 2022, comprise the Company and its subsidiaries (refer

note 16.1), together referred to as the “Group”.

1.2. BASIS OF PREPARATION

These financial statements have been prepared on a historical cost basis.

The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical accounting

estimates. It also requires Management to exercise its judgement in the process of applying the Group’s accounting

policies. The areas where assumptions and estimates are significant to the consolidated financial statements are

disclosed in note 4.

The consolidated financial statements have been prepared in accordance with the Financial Markets Conduct Act 2013

and the Companies Act 1993.

The principal accounting policies adopted in the preparation of the financial statements are selected and applied in a

manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby

ensuring that the substance of the underlying transaction and other events is reported. These policies have been

consistently applied to all the periods presented, unless otherwise stated. To ensure consistency with the current period,

comparable figures have been restated where appropriate.

1.3. STATEMENT OF COMPLIANCE

The Group is a for-profit entity. Its financial statements have been prepared in accordance with, and comply with, New

Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand Equivalents to International

Financial Reporting Standards and other applicable Financial Reporting Standards and Authoritive Notices, as appropriate

for for-profit entities. The financial statements comply with International Financial Reporting Standards (IFRS).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1. CONSOLIDATION

a. Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group 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 to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred

to the Group. They are de-consolidated from the date that control ceases.

The Group uses the acquisition method of accounting to account for business combinations. The consideration

transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the

equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting

from a contingent consideration arrangement and the elimination of any balances arising between the Group and the

acquiree.

46

CONSOLIDATED FINANCIAL STATEMENTS

4
ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2022

NOTES

30 JUNE 2022

$000

30 JUNE 2021

$000*

Cash flows from operating activities

Receipts from customers 336,585327,110

Interest received 101

Dividends received 250

Payments to suppliers and employees (292,537)(277,757)

Government subsidy received942267

Notional finance charge on NZ IFRS 16 leases15.2(7,948)(7,920)

Interest paid (2,613)(3,011)

Income tax paid (504)(2,504)

Net cash generated from operating activities 15.133,93736,236

Cash flows used in investing activities

Purchase of business, net of cash acquired-242

Purchase of property, plant and equipment(4,999)(5,728)

Proceeds from sale of property, plant and equipment4,1481,395

Purchase of intangible assets(214)(359)

Advances to associates 200-

Net cash used in investing activities (865)(4,450)

Cash flows from financing activities

Repayment of borrowings15.2(123,869)(16,242)

Proceeds from borrowings15.281,643-

Proceeds from share issue1438,100-

Convertible note15.2-8,200

Repayment of lease liability (NZ IFRS 16)(27,394)(27,225)

Dividends paid to shareholders / non-controlling interests(44)(371)

Net cash flow used in financing activities(31,564)(35,638)

Net increase in cash and cash equivalents - continuing

operations

1,508(3,852)

Net increase in cash and cash equivalents - discontinued

operations

212185,184

Cash and cash equivalents at beginning of year 13,21411,882

Cash and cash equivalents 30 June14,94013,214

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

*Certain amounts and relevant notes have been restated to reflect adjustments relating to discontinued operations note 21.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

1. GENERAL INFORMATION


1.1. REPORTING ENTITY

The core operations of MOV

e Logistics Group Limited (“MOVe Logistics” or the “Company”) and its subsidiaries

(collectively “the Group”) are in the New Zealand logistics sector. These include general transport, bulk liquids, heavy

haulage, shipping, warehousing and distribution, freight forwarding, national and international household removals and

storage.

The Company is incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and is a FMC

Reporting Entity under part 7 of the Financial Markets Conduct Act 2013. The Company is dual listed with its primary listing

of ordinary shares quoted in New Zealand on the NZX Main Board, and a secondary listing in Australia as a foreign Exempt

Entity on the Australian securities exchange (ASX) (refer note 22).

The registered office of the Company is at 330 Devon Street East, New Plymouth, New Zealand. The consolidated financial

statements of the Company as at, and for the year ended 30 June 2022, comprise the Company and its subsidiaries (refer

note 16.1), together referred to as the “Group”.

1.2. BASIS OF PREPARATION

These financial statements have been prepared on a historical cost basis.

The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical accounting

estimates. It also requires Management to exercise its judgement in the process of applying the Group’s accounting

policies. The areas where assumptions and estimates are significant to the consolidated financial statements are

disclosed in note 4.

The consolidated financial statements have been prepared in accordance with the Financial Markets Conduct Act 2013

and the Companies Act 1993.

The principal accounting policies adopted in the preparation of the financial statements are selected and applied in a

manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby

ensuring that the substance of the underlying transaction and other events is reported. These policies have been

consistently applied to all the periods presented, unless otherwise stated. To ensure consistency with the current period,

comparable figures have been restated where appropriate.

1.3. STATEMENT OF COMPLIANCE

The Group is a for-profit entity. Its financial statements have been prepared in accordance with, and comply with, New

Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand Equivalents to International

Financial Reporting Standards and other applicable Financial Reporting Standards and Authoritive Notices, as appropriate

for for-profit entities. The financial statements comply with International Financial Reporting Standards (IFRS).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1. CONSOLIDATION

a. Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group 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 to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred

to the Group. They are de-consolidated from the date that control ceases.

The Group uses the acquisition method of accounting to account for business combinations. The consideration

transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the

equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting

from a contingent consideration arrangement and the elimination of any balances arising between the Group and the

acquiree.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

47

ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6
a. Subsidiaries (continued)

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously

held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gain or loss arising from

remeasurement is recognised in profit or loss.

Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities

assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition

by acquisition basis, the Group recognises any non-controlling interest in the acquisition either at fair value or at the non-

controlling interest’s proportionate share of the acquiree’s net assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the

acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the

identifiable net assets acquired, is recorded as goodwill.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are

subsequently re-measured to fair value with changes in fair value recognised in profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated.

Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted

by the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated Statement of

Profit or Loss & Other Comprehensive Income, Statement of Changes in Equity and Balance Sheet respectively.

b. Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying

a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the

equity method of accounting after initially being recognised at cost. The Group’s investment in associates includes

goodwill identified on acquisition, net of an accumulated impairment loss. The Group’s share of its associates post-

acquisition profits or losses is recognised under ‘Share of (loss) / profit of associates’ in the Statement of Profit or Loss &

Other Comprehensive Income, and its share of post-acquisition movements in reserves is recognised in reserves. The

cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s

share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables,

the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the

associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s

interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an

impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure

consistency with the policies adopted by the Group.

c. Assets held for sale

Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amount or fair

value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amount is

expected to be recovered through a sale transaction rather than through continuing use. This condition is regarded as

met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present

condition and the sale of the asset (or disposal group) is expected to be completed within one year from the date of

classification. Impairment losses on initial classification as held for sale and subsequent gain or loss on remeasurement

is recognised in profit or loss. Once classified as held for sale, intangible assets and property, plant and equipment are no

longer amortised or depreciated.

d. Discontinued Operations

Classification as a discontinued operation occurs on disposal, or when the operation meets the criteria to be classified

as a non-current asset or disposal group held for sale. When an operation is classified as a discontinued operation, the

profit or loss is restated to present the results of discontinued operations as a single amount as if the operations had

been discontinued from the start of the comparative year.

2.2. FOREIGN CURRENCY TRANSLATION

a. Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary

economic environment in which the entity operates (‘the functional currency’). The financial statements are presented in

New Zealand dollars (rounded to thousands), which is the functional and the presentation currency of all companies in

the Group.

b. Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the

dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7

from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are

recognised in profit or loss.

2.3. NEW ACCOUNTING STANDARDS & INTERPRETATIONS


The accounting policies applied in the preparation of the consolidated financial statements are consistent with prior year.

There are no new accounting standards or interpretations during the year that have impacted on the preparation of the

financial statements.

2.4. STANDARDS ISSUED BUT NOT YET ADOPTED

There are no new standards or amendments to standards and interpretations that are effective for periods beginning on

or after 1 July 2022 that will have a material impact on the consolidated financial statements.

3. FINANCIAL RISK MANAGEMENT

The Group’s principal financial instruments comprise bank loans, convertible notes and overdrafts, cash, trade creditors

and accruals and trade debtors. The main purpose of these financial instruments is to raise and provide working capital

for the Group’s operations.


This note explains the Group’s exposure to financial risks and how these risks affect the Group’s future financial

performance.

RiskExposure arising fromMeasurement

Credit risk

Cash and cash equivalents and trade

receivables.

Aging analysis & credit ratings

Market risk - interest rateLong term borrowing at variable ratesSensitivity analysis

Liquidity riskBorrowings and other liabilitiesRolling cash flow forecast


The Group’s risk management is carried out by a central treasury department (Group Treasury) under policies approved

by the Board of Directors. Group Treasury identifies, evaluates and manages financial risks in close co-operation with the

Group’s operating units. The Board provides written principles for overall risk management, as well as policies covering

specific areas, such as foreign exchange risk, funding risk, interest rate risk, credit risk and use of derivative financial

instruments and non-derivative financial instruments.

3.1. CREDIT RISK MANAGEMENT

In the normal course of business the Group incurs credit risk from trade debtors and transactions with financial

institutions. The Group has a credit policy that it uses to manage this risk. As part of this policy limits on exposures with

counter-parties have been set and approved by the Board of Directors and are monitored on a regular basis.

The Group has no significant concentrations of credit risk. The Group does not require any collateral or security to support

financial instruments due to the quality of the financial institutions and trade debtors dealt with. The Group normally gives

30 or 60 days credit on its trade receivables. At 30 June the Group’s credit risk exposure is equal to the carrying value of

its financial assets.

2022

$000

2021

$000

Trade and other receivables

Trade receivables56,83147,418

Credit loss provision(1,402)(1,152)

Total trade receivables55,42946,266

Accrued revenue3,5301,476

Sundry receivables317497

Advances to associates-218

Cash and short term bank deposits

Bank with AA- credit rating14,94013,214

48

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6
a. Subsidiaries (continued)

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously

held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gain or loss arising from

remeasurement is recognised in profit or loss.

Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities

assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition

by acquisition basis, the Group recognises any non-controlling interest in the acquisition either at fair value or at the non-

controlling interest’s proportionate share of the acquiree’s net assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the

acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the

identifiable net assets acquired, is recorded as goodwill.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are

subsequently re-measured to fair value with changes in fair value recognised in profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated.

Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted

by the Group.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated Statement of

Profit or Loss & Other Comprehensive Income, Statement of Changes in Equity and Balance Sheet respectively.

b. Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying

a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the

equity method of accounting after initially being recognised at cost. The Group’s investment in associates includes

goodwill identified on acquisition, net of an accumulated impairment loss. The Group’s share of its associates post-

acquisition profits or losses is recognised under ‘Share of (loss) / profit of associates’ in the Statement of Profit or Loss &

Other Comprehensive Income, and its share of post-acquisition movements in reserves is recognised in reserves. The

cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s

share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables,

the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the

associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s

interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an

impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure

consistency with the policies adopted by the Group.

c. Assets held for sale

Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amount or fair

value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amount is

expected to be recovered through a sale transaction rather than through continuing use. This condition is regarded as

met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present

condition and the sale of the asset (or disposal group) is expected to be completed within one year from the date of

classification. Impairment losses on initial classification as held for sale and subsequent gain or loss on remeasurement

is recognised in profit or loss. Once classified as held for sale, intangible assets and property, plant and equipment are no

longer amortised or depreciated.

d. Discontinued Operations

Classification as a discontinued operation occurs on disposal, or when the operation meets the criteria to be classified

as a non-current asset or disposal group held for sale. When an operation is classified as a discontinued operation, the

profit or loss is restated to present the results of discontinued operations as a single amount as if the operations had

been discontinued from the start of the comparative year.

2.2. FOREIGN CURRENCY TRANSLATION

a. Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary

economic environment in which the entity operates (‘the functional currency’). The financial statements are presented in

New Zealand dollars (rounded to thousands), which is the functional and the presentation currency of all companies in

the Group.

b. Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the

dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7

from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are

recognised in profit or loss.

2.3. NEW ACCOUNTING STANDARDS & INTERPRETATIONS


The accounting policies applied in the preparation of the consolidated financial statements are consistent with prior year.

There are no new accounting standards or interpretations during the year that have impacted on the preparation of the

financial statements.

2.4. STANDARDS ISSUED BUT NOT YET ADOPTED

There are no new standards or amendments to standards and interpretations that are effective for periods beginning on

or after 1 July 2022 that will have a material impact on the consolidated financial statements.

3. FINANCIAL RISK MANAGEMENT

The Group’s principal financial instruments comprise bank loans, convertible notes and overdrafts, cash, trade creditors

and accruals and trade debtors. The main purpose of these financial instruments is to raise and provide working capital

for the Group’s operations.


This note explains the Group’s exposure to financial risks and how these risks affect the Group’s future financial

performance.

RiskExposure arising fromMeasurement

Credit risk

Cash and cash equivalents and trade

receivables.

Aging analysis & credit ratings

Market risk - interest rateLong term borrowing at variable ratesSensitivity analysis

Liquidity riskBorrowings and other liabilitiesRolling cash flow forecast


The Group’s risk management is carried out by a central treasury department (Group Treasury) under policies approved

by the Board of Directors. Group Treasury identifies, evaluates and manages financial risks in close co-operation with the

Group’s operating units. The Board provides written principles for overall risk management, as well as policies covering

specific areas, such as foreign exchange risk, funding risk, interest rate risk, credit risk and use of derivative financial

instruments and non-derivative financial instruments.

3.1. CREDIT RISK MANAGEMENT

In the normal course of business the Group incurs credit risk from trade debtors and transactions with financial

institutions. The Group has a credit policy that it uses to manage this risk. As part of this policy limits on exposures with

counter-parties have been set and approved by the Board of Directors and are monitored on a regular basis.

The Group has no significant concentrations of credit risk. The Group does not require any collateral or security to support

financial instruments due to the quality of the financial institutions and trade debtors dealt with. The Group normally gives

30 or 60 days credit on its trade receivables. At 30 June the Group’s credit risk exposure is equal to the carrying value of

its financial assets.

2022

$000

2021

$000

Trade and other receivables

Trade receivables56,83147,418

Credit loss provision(1,402)(1,152)

Total trade receivables55,42946,266

Accrued revenue3,5301,476

Sundry receivables317497

Advances to associates-218

Cash and short term bank deposits

Bank with AA- credit rating14,94013,214

49

ANNUAL REPORT 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8
a. Impaired trade receivables

Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The

other receivables are assessed collectively to determine whether there is objective evidence that an impairment has

been incurred but not yet been identified. For these receivables the estimated impairment losses are recognised in

a separate provision for impairment. The Group considers that there is evidence of impairment if any of the following

indicators are present:

• significant financial difficulties of the debtor

• probability that the debtor will enter bankruptcy or financial reorganisation, and

• default or delinquency in payments.

Receivables for which an impairment provision was recognised are written off against the provision when there is no

expectation of recovering additional cash.

Impairment losses are recognised in profit or loss within other expenses. Subsequent recoveries of amounts previously

written off are credited against other expenses.

Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as

follows:

2022

$000

2021

$000

At 1 July1,1522,952

Provision for impairment recognised during the year308193

Provision for credit notes to revenue265(1,770)

Transfer to Asset held for Sale(20)-

Receivables written off during the year as uncollectible(303)(223)

At 30 June 1,4021,152

The table below sets out information about the credit quality of trade receivables net of the expected credit loss provision:

Current1 -29 days

overdue

30 - 59 days

overdue

60+ days

overdue

Total

$000$000$000$000$000

30 June 2021

Gross carrying amount41,7533,4101,0951,16047,418

Baseline125661268351,152

Specific-----

Total expected credit loss rate0.3%1.9%11.5%72.0%

Credit loss provision125661268351,152

30 June 2022

Gross carrying amount48,6355,4261,7261,04456,831

Baseline1051281707341,137

Specific--120145265

Total expected credit loss rate0.2%2.4%16.8%84.2%

Credit loss provision1051282908791,402


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9

3.1. CREDIT RISK MANAGEMENT (CONTINUED)

Critical estimates and judgements

a. Credit loss provision

To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of

days past due. The credit loss provision has been calculated by considering the impact of the following characteristics:

• The baseline loss rate takes into account the average write-off history of the Group over a two-year period as a

predictor of future conditions and applies an increasing expected credit loss estimate by trade receivables aging

profile.

• Specific credit loss provisions are made based on any specific customer collection issues that are identified.

Collections and payments from our customers are continuously monitored and a credit loss provision is maintained

to cover any specific customer credit losses anticipated.

The Group has performed an assessment of credit risk on its customer base taking into consideration the factors below:

• profile of the customer, i.e. corporate or individual customers

• region the customer is based in

• industry the customer operates within

• size and nature of the customer

• and, the Group’s understanding of and experience with the customer

As a result of this assessment, the Group has assessed its baseline provision to $1,402,000 (2021: $1,152,,000), to reflect the

estimated financial impact of its assessment of the credit risk.

3.2. INTEREST RATE RISK

The Group’s main interest rate risk arises from long term borrowing with variable rates which exposes the Group to cash

flow interest rate risk. The Group adopts a policy of ensuring that some of its exposure to changes in interest rates on

borrowings is on a fixed rate basis by entering into interest rate swaps.

The table below summarises the Group’s current interest rate swaps:

Date effectiveFace valueMaturity dateInterest rate paid

8 July 201920,000,0008 July 20241.625% pa

The Group does not hedge account so all market adjustments are recognised in the Statement of Profit or Loss & Other

Comprehensive Income.


Sensitivity analysis

The effect of a 1% increase or decrease in the floating interest rates for the Group would be a decrease/increase in profit

and equity of $80,000 (2021: $575,000).

3.3. LIQUIDITY RISK

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an

adequate amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group

maintains flexibility in funding through having flexible funding lines available to them. Management monitors rolling

forecasts of the Group’s liquidity reserve, which comprises its undrawn borrowing facility and cash and cash equivalents

(note 12.1) on the basis of expected cash flows.

The Group had access to the following undrawn borrowing facilities at the end of the reporting period:

2022

$000

2021

$000

Expiring within one year (bank overdraft)

5,0002,000

Expiring beyond one year (flexible credit facility)

15,000-

Total20,0002,000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

50

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8
a. Impaired trade receivables

Individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The

other receivables are assessed collectively to determine whether there is objective evidence that an impairment has

been incurred but not yet been identified. For these receivables the estimated impairment losses are recognised in

a separate provision for impairment. The Group considers that there is evidence of impairment if any of the following

indicators are present:

• significant financial difficulties of the debtor

• probability that the debtor will enter bankruptcy or financial reorganisation, and

• default or delinquency in payments.

Receivables for which an impairment provision was recognised are written off against the provision when there is no

expectation of recovering additional cash.

Impairment losses are recognised in profit or loss within other expenses. Subsequent recoveries of amounts previously

written off are credited against other expenses.

Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as

follows:

2022

$000

2021

$000

At 1 July1,1522,952

Provision for impairment recognised during the year308193

Provision for credit notes to revenue265(1,770)

Transfer to Asset held for Sale(20)-

Receivables written off during the year as uncollectible(303)(223)

At 30 June 1,4021,152

The table below sets out information about the credit quality of trade receivables net of the expected credit loss provision:

Current1 -29 days

overdue

30 - 59 days

overdue

60+ days

overdue

Total

$000$000$000$000$000

30 June 2021

Gross carrying amount41,7533,4101,0951,16047,418

Baseline125661268351,152

Specific-----

Total expected credit loss rate0.3%1.9%11.5%72.0%

Credit loss provision125661268351,152

30 June 2022

Gross carrying amount48,6355,4261,7261,04456,831

Baseline1051281707341,137

Specific--120145265

Total expected credit loss rate0.2%2.4%16.8%84.2%

Credit loss provision1051282908791,402


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9

3.1. CREDIT RISK MANAGEMENT (CONTINUED)

Critical estimates and judgements

a. Credit loss provision

To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of

days past due. The credit loss provision has been calculated by considering the impact of the following characteristics:

• The baseline loss rate takes into account the average write-off history of the Group over a two-year period as a

predictor of future conditions and applies an increasing expected credit loss estimate by trade receivables aging

profile.

• Specific credit loss provisions are made based on any specific customer collection issues that are identified.

Collections and payments from our customers are continuously monitored and a credit loss provision is maintained

to cover any specific customer credit losses anticipated.

The Group has performed an assessment of credit risk on its customer base taking into consideration the factors below:

• profile of the customer, i.e. corporate or individual customers

• region the customer is based in

• industry the customer operates within

• size and nature of the customer

• and, the Group’s understanding of and experience with the customer

As a result of this assessment, the Group has assessed its baseline provision to $1,402,000 (2021: $1,152,,000), to reflect the

estimated financial impact of its assessment of the credit risk.

3.2. INTEREST RATE RISK

The Group’s main interest rate risk arises from long term borrowing with variable rates which exposes the Group to cash

flow interest rate risk. The Group adopts a policy of ensuring that some of its exposure to changes in interest rates on

borrowings is on a fixed rate basis by entering into interest rate swaps.

The table below summarises the Group’s current interest rate swaps:

Date effectiveFace valueMaturity dateInterest rate paid

8 July 201920,000,0008 July 20241.625% pa

The Group does not hedge account so all market adjustments are recognised in the Statement of Profit or Loss & Other

Comprehensive Income.


Sensitivity analysis

The effect of a 1% increase or decrease in the floating interest rates for the Group would be a decrease/increase in profit

and equity of $80,000 (2021: $575,000).

3.3. LIQUIDITY RISK

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an

adequate amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group

maintains flexibility in funding through having flexible funding lines available to them. Management monitors rolling

forecasts of the Group’s liquidity reserve, which comprises its undrawn borrowing facility and cash and cash equivalents

(note 12.1) on the basis of expected cash flows.

The Group had access to the following undrawn borrowing facilities at the end of the reporting period:

2022

$000

2021

$000

Expiring within one year (bank overdraft)

5,0002,000

Expiring beyond one year (flexible credit facility)

15,000-

Total20,0002,000

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

51

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10

3.3. LIQUIDITY RISK (CONTINUED)

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal

their carrying balances or the impact of discounting is not significant.

Less than 1

year

Between 1

and

2 years

Between 2

and

5 years

Beyond 5

years

Total

contractual

cash flows

Carrying

amount

(assets)/

liabilities

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

2021

Borrowings69,7179662,059-72,74270,163

Convertible note4104101,162-1,9827,395

Lease liabilities34,50931,48064,40380,748211,140171,528

Trade and other

payables

31,840---31,84031,840

Employee entitlements12,524---12,52412,524

Total149,00032,85667,62480,748330,228293,450

2022

Borrowings6,4176,16319,061-31,64128,037

Convertible note410410752-1,5727,792

Lease liabilities32,68528,10457,12580,058197,972159,731

Trade and other

payables

38,092---38,09238,092

Employee entitlements10,476---10,47610,476

Total 88,08034,67776,93880,058279,753244,128

The Group provides guarantees, these are detailed in note 17.

3.4. CAPITAL MANAGEMENT

The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they

can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal structure

to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,

return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the gearing ratio and bank covenant compliance. The Group’s gearing ratio at

30 June is as follows:

2022

$000

2021

$000

Bank borrowings28,03770,163

Convertible note7,7927,395

Less: cash and cash equivalents(14,940)(13,214)

Net debt (excluding lease liabilities)20,88964,344

Equity72,99337,967

Gearing ratio22.3%62.9%


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,

seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Other

critical accounting estimates will be disclosed in the relevant notes.

a. Estimated impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating

units have been determined based on value-in-use calculations. These calculations require the use of estimates. Refer to

note 13.3 for further details.

b. Valuation of convertible note

In May 2021 the Group issued convertible notes of $8.2m which included an embedded derivative component. The fair

value of this derivative is considered an estimate in the financial statements (refer note 12.7).

c. Held for sale

In May 2022 the Group announced its intention to undertake a formal sales process to dispose of a subsidiary company.

Judgements have been made to determine that the conditions of a held for sale asset and discontinued operation have

been met. Disposal groups held for sale are measured at the lower of carrying amount or fair value less costs to sell,

these calculations require the use of accounting estimates (refer note 21).



5. RECONCILIATION TO GAAP MEASURE


The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“GAAP”) and

comply with both International Financial Reporting Standards (“IFRS”) and the New Zealand equivalents to International

Financial Reporting Standards (“NZ IFRS”).

These financial statements include non-GAAP financial measures that are not prepared in accordance with IFRS. The

non-GAAP financial measures used in this presentation are as follows:

• Adjusted EBITDA (a non-GAAP measure) represents profit or loss before income taxes from continuing operations

(a GAAP measure), excluding interest income, interest expense, depreciation and amortisation, share of loss of

associates, restructuring costs, impairment of investment in associates, asset impairment and acquisition related

costs (non operating expenses) as reported in the financial statements.

• Adjusted EBIT (a non-GAAP measure) represents profit or loss before income taxes from continuing operations

(a GAAP measure), excluding interest income, interest expense, share of loss of associates, restructuring costs,

impairment of investment in associates, asset impairment and acquisition related costs (non operating expenses)

as reported in the financial statements.

The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding

of the financial performance and position of the Group as they are used internally to evaluate the performance of

business units and to establish operational goals. They should not be viewed in isolation, nor considered as a subsitute for

measures reported in accordance with IFRS. Non-GAAP measures as reported by the Group may not be comparable to

similarly titled amounts reported by other companies.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

52

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,

seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Other

critical accounting estimates will be disclosed in the relevant notes.

a. Estimated impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment. The recoverable amounts of cash-generating

units have been determined based on value-in-use calculations. These calculations require the use of estimates. Refer to

note 13.3 for further details.

b. Valuation of convertible note

In May 2021 the Group issued convertible notes of $8.2m which included an embedded derivative component. The fair

value of this derivative is considered an estimate in the financial statements (refer note 12.7).

c. Held for sale

In May 2022 the Group announced its intention to undertake a formal sales process to dispose of a subsidiary company.

Judgements have been made to determine that the conditions of a held for sale asset and discontinued operation have

been met. Disposal groups held for sale are measured at the lower of carrying amount or fair value less costs to sell,

these calculations require the use of accounting estimates (refer note 21).



5. RECONCILIATION TO GAAP MEASURE


The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“GAAP”) and

comply with both International Financial Reporting Standards (“IFRS”) and the New Zealand equivalents to International

Financial Reporting Standards (“NZ IFRS”).

These financial statements include non-GAAP financial measures that are not prepared in accordance with IFRS. The

non-GAAP financial measures used in this presentation are as follows:

• Adjusted EBITDA (a non-GAAP measure) represents profit or loss before income taxes from continuing operations

(a GAAP measure), excluding interest income, interest expense, depreciation and amortisation, share of loss of

associates, restructuring costs, impairment of investment in associates, asset impairment and acquisition related

costs (non operating expenses) as reported in the financial statements.

• Adjusted EBIT (a non-GAAP measure) represents profit or loss before income taxes from continuing operations

(a GAAP measure), excluding interest income, interest expense, share of loss of associates, restructuring costs,

impairment of investment in associates, asset impairment and acquisition related costs (non operating expenses)

as reported in the financial statements.

The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding

of the financial performance and position of the Group as they are used internally to evaluate the performance of

business units and to establish operational goals. They should not be viewed in isolation, nor considered as a subsitute for

measures reported in accordance with IFRS. Non-GAAP measures as reported by the Group may not be comparable to

similarly titled amounts reported by other companies.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

53

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12
5. RECONCILIATION TO GAAP MEASURE (CONTINUED)

The following is a reconciliation between these non-GAAP measures and net profit after tax:

Reconciliation to GAAP measure 12 months to

June 2022

$000

12 months to

June 2021

$000

Loss Before Income Tax from continuing operations (GAAP

Measure)

(2,423)(1,579)

Add back:

Share of loss of associates 103149

Finance costs11,04911,100

Impairment of investment in associates6195

Other non operating expenses

- Goodwill impairment555-

- Asset impairment1,0641,133

- Restructuring Costs1,630-

- Acquisition related costs138318

Depreciation & amortisation 42,15543,265

Adjusted EBITDA (non-GAAP measure) 54,33254,481

Reconciliation to GAAP measure 12 months to

June 2022

$000

12 months to

June 2021

$000

Loss Before Income Tax from continuing operations (GAAP

Measure)

(2,423)(1,579)

Add back:

Share of loss of associates 103149

Finance costs (net)11,04911,100

Impairment of investment in associates6195

Other non operating expenses

- Goodwill impairment555-

- Asset impairment1,0641,133

- Restructuring Costs1,630-

- Acquisition related costs138318

Adjusted EBIT (non-GAAP measure) 12,17711,216

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13

6. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision

Maker (CODM). The CODM is responsible for allocating resources and assessing performance of the operating segments.

During the reportable period there was a change in the Chief Operating Decision Maker (CODM) assessed now as the

Executive Director. Following this, there has been a change to the operating structure of the Group and as such the

reportable operating segments have been revised to align with the new structure.

The Group has made the decision that the thirteen operating segments that form part of the reporting to the Executive

Director can be aggregated into five reporting segments. Reportable segments have been determined by having regard

to the nature of the services, the processes the various business units undertake to service customers, the allocation of

capital, the type of customers serviced, and the nature of the distribution channels.

In addition to GAAP measures, the Executive Director also uses non-GAAP measures (EBITDA and EBIT) to assess the

commercial performance of the segments. The revised reportable operating segments have been determined as:

INTERNATIONAL

This segment includes international freight forwarding and shipping agency services across a broad range of industries.

SPECIALIST

This segment provides transport and lifting solutions for oversized and large items.

As a result of the Groups’ strategic review the Group is undertaking a formal sales process of the company that

comprises the Specialist segment and as such this company has been classified as held for sale and treated as a

discontinued operation as at 30 June 2022. Further information on this held for sale item is outlined in note 21.

FREIGHT

This segment provides nationwide general freight transport services with regional strength. It is able to transport a wide

range of freight types.

CONTRACT LOGISTICS

This segment specialises in contracted solutions providing services for customers including warehouse and supply chain

capability and delivery of bulk liquids.

CORPORATE

This segment includes our corporate services function.

Comparative information has been re-presented from that presented in the 30 June 2021 Financial Statements. This is to

provide comparative information aligned with the newly determined reporting segments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

54

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12
5. RECONCILIATION TO GAAP MEASURE (CONTINUED)

The following is a reconciliation between these non-GAAP measures and net profit after tax:

Reconciliation to GAAP measure 12 months to

June 2022

$000

12 months to

June 2021

$000

Loss Before Income Tax from continuing operations (GAAP

Measure)

(2,423)(1,579)

Add back:

Share of loss of associates 103149

Finance costs11,04911,100

Impairment of investment in associates6195

Other non operating expenses

- Goodwill impairment555-

- Asset impairment1,0641,133

- Restructuring Costs1,630-

- Acquisition related costs138318

Depreciation & amortisation 42,15543,265

Adjusted EBITDA (non-GAAP measure) 54,33254,481

Reconciliation to GAAP measure 12 months to

June 2022

$000

12 months to

June 2021

$000

Loss Before Income Tax from continuing operations (GAAP

Measure)

(2,423)(1,579)

Add back:

Share of loss of associates 103149

Finance costs (net)11,04911,100

Impairment of investment in associates6195

Other non operating expenses

- Goodwill impairment555-

- Asset impairment1,0641,133

- Restructuring Costs1,630-

- Acquisition related costs138318

Adjusted EBIT (non-GAAP measure) 12,17711,216

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13

6. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision

Maker (CODM). The CODM is responsible for allocating resources and assessing performance of the operating segments.

During the reportable period there was a change in the Chief Operating Decision Maker (CODM) assessed now as the

Executive Director. Following this, there has been a change to the operating structure of the Group and as such the

reportable operating segments have been revised to align with the new structure.

The Group has made the decision that the thirteen operating segments that form part of the reporting to the Executive

Director can be aggregated into five reporting segments. Reportable segments have been determined by having regard

to the nature of the services, the processes the various business units undertake to service customers, the allocation of

capital, the type of customers serviced, and the nature of the distribution channels.

In addition to GAAP measures, the Executive Director also uses non-GAAP measures (EBITDA and EBIT) to assess the

commercial performance of the segments. The revised reportable operating segments have been determined as:

INTERNATIONAL

This segment includes international freight forwarding and shipping agency services across a broad range of industries.

SPECIALIST

This segment provides transport and lifting solutions for oversized and large items.

As a result of the Groups’ strategic review the Group is undertaking a formal sales process of the company that

comprises the Specialist segment and as such this company has been classified as held for sale and treated as a

discontinued operation as at 30 June 2022. Further information on this held for sale item is outlined in note 21.

FREIGHT

This segment provides nationwide general freight transport services with regional strength. It is able to transport a wide

range of freight types.

CONTRACT LOGISTICS

This segment specialises in contracted solutions providing services for customers including warehouse and supply chain

capability and delivery of bulk liquids.

CORPORATE

This segment includes our corporate services function.

Comparative information has been re-presented from that presented in the 30 June 2021 Financial Statements. This is to

provide comparative information aligned with the newly determined reporting segments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

55

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14
6. SEGMENT INFORMATION (CONTINUED)

The segment information for the year ended 30 June is as follows:

InternationalSpecialistFreightingContract

Logistics

CorporateTotalDiscontinued

Operation

Total

Continuing

Operations

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

Year ended 30 June 2021

Total segment revenue 8,24224,301181,219156,754-370,516(24,301)346,215

Inter-segment revenue (9)(182)(12,226)(4,851)-(17,268)-(17,268)

Revenue from external

customers

8,23324,119168,993151,903-353,248(24,301)328,947

EBITDA2,0756,83317,61838,426(3,638)61,314(6,833)54,481

Depreciation - tangible

assets

1462,0705,8904,17330212,581(2,070)10,511

Depreciation - ROU assets23297110,42819,67916131,471(971)30,500

Depreciation - intangible

assets

156121,8404012,310(56)2,254

EBIT1,6963,7361,28812,734(4,502)14,952(3,736)11,216

Assets11,47127,419136,775149,36912,858337,892-337,892

Liabilities7,1377,141100,391109,55275,704299,925-299,925

Capital expenditure

including intangibles

1792871,7144,2317497,160-7,160

Year ended 30 June 2022

Total segment revenue 10,87814,339195,354158,759-379,330(14,339)364,991

Inter-segment revenue (16)(111)(14,489)(4,593)-(19,209)-(19,209)

Revenue from external

customers

10,86214,228180,865154,166-360,121(14,339)345,782

EBITDA3,8521,86118,50234,981(3,003)56,193(1,861)54,332

Depreciation - tangible

assets

1381,6395,0723,90829111,048(1,639)9,409

Depreciation - ROU assets21781110,57419,35116131,114(811)30,303

Depreciation - intangible

assets

16261,8505862,505(62)2,443

EBIT3,496(651)2,8509,872(4,041)11,52665112,177

Assets20,46025,263130,567141,3319,496327,117(25,263)301,854

Liabilities13,7046,14995,880102,79535,596254,124(6,149)247,975

Capital expenditure

including intangibles

1,036911,4322,8812675,707(91)5,616

Interest income and expense are not allocated to segments, as this type of activity is driven by the central treasury

function, which manages the cash position of the Group.

Sales between segments are eliminated on consolidation. The amounts provided to the CODM with respect to segment

revenue are measured in a manner consistent with that of the financial statements.

Revenues of approximately $47,100,000 (2021: $46,500,000) are derived from a single external customer which exceeds 10%

or more of our entity’s revenue. These revenues are attributed to the Contract Logistics segment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15

7. REVENUE & OTHER SOURCES OF INCOME


Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary

course of the Group’s activities. Revenue is shown net of GST, rebates and after eliminating sales within the Group.

a. Sale of services

Freight Services

The Group performs transportation services. Revenue is recognised over the time of delivery, being from the time of

acceptance of the goods to delivery to the final destination.

Warehousing Services

The logistics function provides warehousing and storage services. Revenue from providing these services is recognised in

the accounting period in which the services are rendered. Some contracts include multiple deliverables. However, these

are easily identifiable and are accounted for as separate performance obligations.

Trading Services

The Group performs freight forwarding and shipping agency services. Revenue is recognised over the time of delivery,

being from the time of acceptance of the job to completion of the shipment. Revenue is recognised on a net basis after

disbursements as the Group are acting as an agent for the customer.

For fixed priced contracts, revenue is recognised based on the actual service provided to the end of the reporting period

as a proportion of the total services to be provided. This is because the customer receives and uses the benefits of the

service simultaneously.

Customers are invoiced on a daily, weekly or monthly basis and consideration is payable when invoiced. There are no

significant financing arrangements for any of the Group’s revenue streams. The Group does not offer any refunds or

warranties.

The Group derives the following types of revenue:

2022

$000

2021

$000

Freight282,054271,382

Warehousing51,11647,911

Trading12,6129,654

Total Revenue345,782328,947

Timing of revenue recognition

June 2022June 2021

$000$000

Over time

345,782328,947

At a point in time

--

Total Revenue

345,782328,947

b. Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.

c. Dividend income

Dividend income is recognised when the right to receive payment is established.

d. Lease income

Lease income from operating leases where the Group is a lessor is recognised as rental income on a straight-line basis

over the lease term.

e. Financing component

The Group does not expect to have any contracts where the period between the transfer of the promised service to the

customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the

transaction prices for the time value of money.

f. Contract liability

The Group recognises a contract liability (deferred revenue) when the Group has recognised consideration for

performance obligations yet to be fulfilled. The opening balance has been recognised in revenue in the current year.

In the current year, there was $504,000 of revenue recognised relating to contract liabilities at the prior year end. The

average timing of satisfaction of performance obligation in relation to the payment of the contract liability is between

1 and 5 days. Management expects that 100% of the revenue (transaction price) allocated to unsatisfied performance

obligations as of 30 June 2022 will be recognised as revenue during the next reporting period ($521,000).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

56

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14
6. SEGMENT INFORMATION (CONTINUED)

The segment information for the year ended 30 June is as follows:

InternationalSpecialistFreightingContract

Logistics

CorporateTotalDiscontinued

Operation

Total

Continuing

Operations

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

Year ended 30 June 2021

Total segment revenue 8,24224,301181,219156,754-370,516(24,301)346,215

Inter-segment revenue (9)(182)(12,226)(4,851)-(17,268)-(17,268)

Revenue from external

customers

8,23324,119168,993151,903-353,248(24,301)328,947

EBITDA2,0756,83317,61838,426(3,638)61,314(6,833)54,481

Depreciation - tangible

assets

1462,0705,8904,17330212,581(2,070)10,511

Depreciation - ROU assets23297110,42819,67916131,471(971)30,500

Depreciation - intangible

assets

156121,8404012,310(56)2,254

EBIT1,6963,7361,28812,734(4,502)14,952(3,736)11,216

Assets11,47127,419136,775149,36912,858337,892-337,892

Liabilities7,1377,141100,391109,55275,704299,925-299,925

Capital expenditure

including intangibles

1792871,7144,2317497,160-7,160

Year ended 30 June 2022

Total segment revenue 10,87814,339195,354158,759-379,330(14,339)364,991

Inter-segment revenue (16)(111)(14,489)(4,593)-(19,209)-(19,209)

Revenue from external

customers

10,86214,228180,865154,166-360,121(14,339)345,782

EBITDA3,8521,86118,50234,981(3,003)56,193(1,861)54,332

Depreciation - tangible

assets

1381,6395,0723,90829111,048(1,639)9,409

Depreciation - ROU assets21781110,57419,35116131,114(811)30,303

Depreciation - intangible

assets

16261,8505862,505(62)2,443

EBIT3,496(651)2,8509,872(4,041)11,52665112,177

Assets20,46025,263130,567141,3319,496327,117(25,263)301,854

Liabilities13,7046,14995,880102,79535,596254,124(6,149)247,975

Capital expenditure

including intangibles

1,036911,4322,8812675,707(91)5,616

Interest income and expense are not allocated to segments, as this type of activity is driven by the central treasury

function, which manages the cash position of the Group.

Sales between segments are eliminated on consolidation. The amounts provided to the CODM with respect to segment

revenue are measured in a manner consistent with that of the financial statements.

Revenues of approximately $47,100,000 (2021: $46,500,000) are derived from a single external customer which exceeds 10%

or more of our entity’s revenue. These revenues are attributed to the Contract Logistics segment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15

7. REVENUE & OTHER SOURCES OF INCOME


Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary

course of the Group’s activities. Revenue is shown net of GST, rebates and after eliminating sales within the Group.

a. Sale of services

Freight Services

The Group performs transportation services. Revenue is recognised over the time of delivery, being from the time of

acceptance of the goods to delivery to the final destination.

Warehousing Services

The logistics function provides warehousing and storage services. Revenue from providing these services is recognised in

the accounting period in which the services are rendered. Some contracts include multiple deliverables. However, these

are easily identifiable and are accounted for as separate performance obligations.

Trading Services

The Group performs freight forwarding and shipping agency services. Revenue is recognised over the time of delivery,

being from the time of acceptance of the job to completion of the shipment. Revenue is recognised on a net basis after

disbursements as the Group are acting as an agent for the customer.

For fixed priced contracts, revenue is recognised based on the actual service provided to the end of the reporting period

as a proportion of the total services to be provided. This is because the customer receives and uses the benefits of the

service simultaneously.

Customers are invoiced on a daily, weekly or monthly basis and consideration is payable when invoiced. There are no

significant financing arrangements for any of the Group’s revenue streams. The Group does not offer any refunds or

warranties.

The Group derives the following types of revenue:

2022

$000

2021

$000

Freight282,054271,382

Warehousing51,11647,911

Trading12,6129,654

Total Revenue345,782328,947

Timing of revenue recognition

June 2022June 2021

$000$000

Over time

345,782328,947

At a point in time

--

Total Revenue

345,782328,947

b. Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.

c. Dividend income

Dividend income is recognised when the right to receive payment is established.

d. Lease income

Lease income from operating leases where the Group is a lessor is recognised as rental income on a straight-line basis

over the lease term.

e. Financing component

The Group does not expect to have any contracts where the period between the transfer of the promised service to the

customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the

transaction prices for the time value of money.

f. Contract liability

The Group recognises a contract liability (deferred revenue) when the Group has recognised consideration for

performance obligations yet to be fulfilled. The opening balance has been recognised in revenue in the current year.

In the current year, there was $504,000 of revenue recognised relating to contract liabilities at the prior year end. The

average timing of satisfaction of performance obligation in relation to the payment of the contract liability is between

1 and 5 days. Management expects that 100% of the revenue (transaction price) allocated to unsatisfied performance

obligations as of 30 June 2022 will be recognised as revenue during the next reporting period ($521,000).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

57

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16
7. REVENUE & OTHER SOURCES OF INCOME (CONTINUED)


g. Government grants

Grants from the Government are recognised at their fair value where there is reasonable assurance that the grant will be

received, and the Group will comply with the attached conditions.

COVID-19 wage subsidy grants of $192,000 (2021: $267,000) and a grant from Waka Kotahi to support a co-funded coastal

shipping initiative $750,000 (2021: $0) are both included in the ‘other income’ line item. There are no unfulfilled conditions

or other contingencies attached to these grants. Government grants relating to income are deferred and recognised in

profit or loss over the period necessary to match them with the conditions that they are intended to compensate.


8. OPERATING EXPENSES BY NATURE


2022

$000

2021

$000

Transport costs

1

146,052128,065

Employee costs (note 8.1)116,577120,348

Property lease expenses614563

Operating lease expenses3,6522,834

Trading and warehousing expenses6,2645,018

Communications5,4585,762

Occupancy costs7,1806,444

Travel and accommodation2,7233,307

Bad debts418159

Foreign exchange (gain)/loss(231)24

Remuneration paid to principal auditors (PwC)

Assurance services

Audit and review of financial statements, including associated disbursements310325

Non-assurance services

Other advisory services related to:

-Taxation services-38

-ASX Compliance Listing41-

Donations2015

Directors fees 471430

Depreciation and amortisation42,15543,265

Impairment of investment in associates6195

Non operating expenses (refer note 5)3,3871,413

2

Share based payments657

Other expenses5,2154,438

Total operating expenses340,373322,600


1

Includes costs relating to transportation including road user charges (RUC), fuel, tyres, repairs and maintenance, owner driver and subcontractor costs.

2

Non operating expenses for 2021 are shown net of PwC non assurance services of $38,000 in this note as required by NZ IFRS. Total non operating expenses including

this amount for 2021 are $1,451,000(refer note 5).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17

8.1. EMPLOYEE COSTS

a. Superannuation benefits

The Group operates a defined contribution superannuation scheme. The scheme is funded through employee and Group

contributions to a trustee-administered fund. The Group has no further payment obligations once contributions have

been paid. Contributions are recognised as an employee benefits expense when they are due.


MOVe Freight Limited has a historic defined contribution company superannuation scheme that has been operating for a

number of years. The Company has contribution rates from 4% - 6%.

Members contribute a minimum of 4% of their salary/wage and can go as high as 15%. The Company contributions are

vested to the member at the rate of 20% per year of service with the Company i.e. 100% after five years of service.

b. Other employee benefits

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave are expected to be

settled within 12 months. They are measured at the amounts expected to be paid when the liabilities are settled.

c. Long service leave

The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the

end of the period in which the employees render the related service. They are therefore measured at the present value

of expected future payments to be made in respect of services provided by employees up to the end of the reporting

period. Consideration is given to expected future wage and salary levels, experience of employee departures and periods

of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality

corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Re-

measurement as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or

loss.

d. Profit-sharing and bonus plans

The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into

consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises a

provision where contractually obliged or where there is a past practice that has created a constructive obligation.

2022

$000

2021

$000

Wages, salaries & leave costs110,502113,410

Superannuation fund contributions2,8002,830

Other employee related costs3,2754,108

Total116,577120,348

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

58

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16
7. REVENUE & OTHER SOURCES OF INCOME (CONTINUED)


g. Government grants

Grants from the Government are recognised at their fair value where there is reasonable assurance that the grant will be

received, and the Group will comply with the attached conditions.

COVID-19 wage subsidy grants of $192,000 (2021: $267,000) and a grant from Waka Kotahi to support a co-funded coastal

shipping initiative $750,000 (2021: $0) are both included in the ‘other income’ line item. There are no unfulfilled conditions

or other contingencies attached to these grants. Government grants relating to income are deferred and recognised in

profit or loss over the period necessary to match them with the conditions that they are intended to compensate.


8. OPERATING EXPENSES BY NATURE


2022

$000

2021

$000

Transport costs

1

146,052128,065

Employee costs (note 8.1)116,577120,348

Property lease expenses614563

Operating lease expenses3,6522,834

Trading and warehousing expenses6,2645,018

Communications5,4585,762

Occupancy costs7,1806,444

Travel and accommodation2,7233,307

Bad debts418159

Foreign exchange (gain)/loss(231)24

Remuneration paid to principal auditors (PwC)

Assurance services

Audit and review of financial statements, including associated disbursements310325

Non-assurance services

Other advisory services related to:

-Taxation services-38

-ASX Compliance Listing41-

Donations2015

Directors fees 471430

Depreciation and amortisation42,15543,265

Impairment of investment in associates6195

Non operating expenses (refer note 5)3,3871,413

2

Share based payments657

Other expenses5,2154,438

Total operating expenses340,373322,600


1

Includes costs relating to transportation including road user charges (RUC), fuel, tyres, repairs and maintenance, owner driver and subcontractor costs.

2

Non operating expenses for 2021 are shown net of PwC non assurance services of $38,000 in this note as required by NZ IFRS. Total non operating expenses including

this amount for 2021 are $1,451,000(refer note 5).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17

8.1. EMPLOYEE COSTS

a. Superannuation benefits

The Group operates a defined contribution superannuation scheme. The scheme is funded through employee and Group

contributions to a trustee-administered fund. The Group has no further payment obligations once contributions have

been paid. Contributions are recognised as an employee benefits expense when they are due.


MOVe Freight Limited has a historic defined contribution company superannuation scheme that has been operating for a

number of years. The Company has contribution rates from 4% - 6%.

Members contribute a minimum of 4% of their salary/wage and can go as high as 15%. The Company contributions are

vested to the member at the rate of 20% per year of service with the Company i.e. 100% after five years of service.

b. Other employee benefits

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave are expected to be

settled within 12 months. They are measured at the amounts expected to be paid when the liabilities are settled.

c. Long service leave

The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the

end of the period in which the employees render the related service. They are therefore measured at the present value

of expected future payments to be made in respect of services provided by employees up to the end of the reporting

period. Consideration is given to expected future wage and salary levels, experience of employee departures and periods

of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality

corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Re-

measurement as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or

loss.

d. Profit-sharing and bonus plans

The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into

consideration the profit attributable to the Company’s shareholders after certain adjustments. The Group recognises a

provision where contractually obliged or where there is a past practice that has created a constructive obligation.

2022

$000

2021

$000

Wages, salaries & leave costs110,502113,410

Superannuation fund contributions2,8002,830

Other employee related costs3,2754,108

Total116,577120,348

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

59

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18
9. INCOME TAX EXPENSE


The tax expense for the year comprised current and deferred tax. Tax is recognised in the profit or loss component of the

Statement of Profit or Loss & Other Comprehensive Income except to the extent that it relates to items recognised directly

in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive

income or equity respectively.

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

sheet date in the countries where the Company and its subsidiaries operate and generate taxable income.


2022

$000

2021

$000

Current tax on loss for the year(968)(1,463)

Adjustments in respect to prior years11(26)

Deferred tax1,061762

104(727)

Income tax expense/(credit) is attributable to:

(Loss)/Profit for the year from continuing operations(116)283

(Loss)/Profit for the year from discontinued operations220(1,010)

104 (727)


The prima facie income tax expense on pre-tax accounting profit from continuing operations reconciles to the income

tax expense in the financial statements as follows:


2022

$000

2021

$000

Loss from continuing operations before tax(2,423)(1,579)

(Loss)/Profit from discontinued operations before tax(785)3,611

(3,208)2,032

Add back:

Impairment of investment in associates6195

Share of loss of associates103149

(3,044)2,276

Prima facie tax receivable/(payable) at 28%852(637)

Tax effects of:

Expenses not deductible(540)(64)

Effect of tax rates in foreign juristrictions37-

Tax losses utilised in prior year(256)-

Prior year adjustment11(26)

Income tax expense/(credit)104(727)

Imputation credits

2022

$000

2021

$000

Imputation credits available for use in subsequent periods3,1942,766

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19

10. DIVIDENDS PAID AND PROPOSED


Dividends to the company shareholders are recognised in the Group’s financial statements in the period in which the

dividends are declared. Intercompany dividends are eliminated on consolidation.

No dividends have been declared by the company or recognised in the current year (2021: nil).

11. EARNINGS PER SHARE


The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is computed based

on the weighted average number of ordinary shares outstanding during the period. Diluted EPS is computed based on

the weighted average number of ordinary shares plus the effect of dilutive potential ordinary shares outstanding during

the period. At balance date, the effects of the potential ordinary shares were antidilutive. The potential ordinary shares

include the convertible note and share options.


12 months to 30

June 2022

12 months to 30

June 2021

$000$000

Loss attributable to the owners for the year from

continuing operations

(3,643)(1,731)

(Loss)/Profit attributable to the owners for the year

from discontinued operations

(565)2,600

(4,208) 869

Weighted average number of shares106,048,75587,684,882

CentsCents

Basic & diluted earnings per share from continuing

operations

(3.44)(1.97)

Basic earnings per share from discontinued

operations

(0.53)2.96

(3.97) 0.99


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

60

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18
9. INCOME TAX EXPENSE


The tax expense for the year comprised current and deferred tax. Tax is recognised in the profit or loss component of the

Statement of Profit or Loss & Other Comprehensive Income except to the extent that it relates to items recognised directly

in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive

income or equity respectively.

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

sheet date in the countries where the Company and its subsidiaries operate and generate taxable income.


2022

$000

2021

$000

Current tax on loss for the year(968)(1,463)

Adjustments in respect to prior years11(26)

Deferred tax1,061762

104(727)

Income tax expense/(credit) is attributable to:

(Loss)/Profit for the year from continuing operations(116)283

(Loss)/Profit for the year from discontinued operations220(1,010)

104 (727)


The prima facie income tax expense on pre-tax accounting profit from continuing operations reconciles to the income

tax expense in the financial statements as follows:


2022

$000

2021

$000

Loss from continuing operations before tax(2,423)(1,579)

(Loss)/Profit from discontinued operations before tax(785)3,611

(3,208)2,032

Add back:

Impairment of investment in associates6195

Share of loss of associates103149

(3,044)2,276

Prima facie tax receivable/(payable) at 28%852(637)

Tax effects of:

Expenses not deductible(540)(64)

Effect of tax rates in foreign juristrictions37-

Tax losses utilised in prior year(256)-

Prior year adjustment11(26)

Income tax expense/(credit)104(727)

Imputation credits

2022

$000

2021

$000

Imputation credits available for use in subsequent periods3,1942,766

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19

10. DIVIDENDS PAID AND PROPOSED


Dividends to the company shareholders are recognised in the Group’s financial statements in the period in which the

dividends are declared. Intercompany dividends are eliminated on consolidation.

No dividends have been declared by the company or recognised in the current year (2021: nil).

11. EARNINGS PER SHARE


The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is computed based

on the weighted average number of ordinary shares outstanding during the period. Diluted EPS is computed based on

the weighted average number of ordinary shares plus the effect of dilutive potential ordinary shares outstanding during

the period. At balance date, the effects of the potential ordinary shares were antidilutive. The potential ordinary shares

include the convertible note and share options.


12 months to 30

June 2022

12 months to 30

June 2021

$000$000

Loss attributable to the owners for the year from

continuing operations

(3,643)(1,731)

(Loss)/Profit attributable to the owners for the year

from discontinued operations

(565)2,600

(4,208) 869

Weighted average number of shares106,048,75587,684,882

CentsCents

Basic & diluted earnings per share from continuing

operations

(3.44)(1.97)

Basic earnings per share from discontinued

operations

(0.53)2.96

(3.97) 0.99


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

61

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20
12. FINANCIAL ASSETS AND FINANCIAL LIABILITIES


The Group classifies its financial assets at amortised cost. The classification depends on the purpose for which the

financial assets are held. Management determines the classification of its financial assets at initial recognition.

Financial assets are included in current assets, except for those with maturities greater than 12 months after the

reporting date which are classified as non-current assets. The Group’s financial assets comprise ‘Trade and other

receivables’, ‘Cash and cash equivalents’ and ‘Advances to associates’ in the Balance Sheet. Financial assets that are

stated at amortised cost are reviewed individually at balance date to determine whether there is objective evidence

of impairment. Any impairment losses are recognised in the consolidated Statement of Profit or Loss and other

comprehensive income.

This note provides information about the Group’s financial instruments, including:

• An overview of all financial instruments held by the Group

• Specific information about each type of financial instrument

• Information about determining the fair value of the instruments, including judgements and estimations of

uncertainty involved.


The Group holds the following financial instruments:


AMORTISED COST

Financial AssetsNotes

2022

$000

2021

$000

Cash and cash equivalents

12.1

14,94013,214

Trade and other receivables

1

12.2

59,27648,239

Advances to associates

12.3

-218

Total74,21661,671

1

excluding non financial assets


FINANCIAL LIABILITIES AT AMORTISED COST

Financial LiabilitiesNotes

2022

$000

2021

$000

Trade Payables

1

12.4

36,59230,425

Employee entitlements

12.5

10,47612,524

Borrowings

12.6

28,03770,163

Convertible note

12.7

8,6418,229

Total83,746121,341

1

excluding non-financial liabilities

The Group’s exposure to various risks associated with the financial instruments is discussed in note 3. The maximum

exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets

mentioned above, other than for trade and other receivables where the maximum credit risk is the balance before

impairment, being $60,678,000 (2021: $49,391,000).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21

12.1. CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, deposits held on call with banks, other short-term highly liquid

investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within

borrowings in current liabilities on the Balance Sheet.

Cash and cash equivalents include the following for the purpose of the cash flow statement:

2022

$000

2021

$000

Cash14,94013,214

Bank overdrafts (undrawn, refer note 3.3)--

Total14,94013,214

12.2. TRADE AND OTHER RECEIVABLES

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

effective interest method less provision for expected credit loss.

The Group assesses on a forward looking basis the expected credit losses associated with trade receivables carried at

amortised cost. The Group applies the simplified approach permitted by NZ IFRS 9, which requires expected lifetime losses

to be recognised from initial recognition of the receivables. Impairment of trade receivables is recognised in profit or loss.

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation,

and default or delinquency in payments are considered indicators that the trade receivable has been impaired. The

amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated

future cash flows, discounted at the original effective interest rate.


2022

$000

2021

$000

Trade receivables56,82947,290

Trade receivables related parties 2128

Less expected credit loss (refer note 3.1(a))(1,402)(1,152)

Net trade receivables55,42946,266

Accrued revenue3,5301,476

Sundry receivables317497

Financial assets at amortised cost59,27648,239

Prepayments1,0181,515

Total trade and other receivables60,29449,754

Trade receivables are generally due for settlement within 30 to 90 days.

12.3. ADVANCES TO ASSOCIATES

2022

$000

2021

$000

UNITE Logistics Limited

1

-218

Total-218

1

During the year the group sold its investment in UNITE Logistics refer note 16.2.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

62

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20
12. FINANCIAL ASSETS AND FINANCIAL LIABILITIES


The Group classifies its financial assets at amortised cost. The classification depends on the purpose for which the

financial assets are held. Management determines the classification of its financial assets at initial recognition.

Financial assets are included in current assets, except for those with maturities greater than 12 months after the

reporting date which are classified as non-current assets. The Group’s financial assets comprise ‘Trade and other

receivables’, ‘Cash and cash equivalents’ and ‘Advances to associates’ in the Balance Sheet. Financial assets that are

stated at amortised cost are reviewed individually at balance date to determine whether there is objective evidence

of impairment. Any impairment losses are recognised in the consolidated Statement of Profit or Loss and other

comprehensive income.

This note provides information about the Group’s financial instruments, including:

• An overview of all financial instruments held by the Group

• Specific information about each type of financial instrument

• Information about determining the fair value of the instruments, including judgements and estimations of

uncertainty involved.


The Group holds the following financial instruments:


AMORTISED COST

Financial AssetsNotes

2022

$000

2021

$000

Cash and cash equivalents

12.1

14,94013,214

Trade and other receivables

1

12.2

59,27648,239

Advances to associates

12.3

-218

Total74,21661,671

1

excluding non financial assets


FINANCIAL LIABILITIES AT AMORTISED COST

Financial LiabilitiesNotes

2022

$000

2021

$000

Trade Payables

1

12.4

36,59230,425

Employee entitlements

12.5

10,47612,524

Borrowings

12.6

28,03770,163

Convertible note

12.7

8,6418,229

Total83,746121,341

1

excluding non-financial liabilities

The Group’s exposure to various risks associated with the financial instruments is discussed in note 3. The maximum

exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets

mentioned above, other than for trade and other receivables where the maximum credit risk is the balance before

impairment, being $60,678,000 (2021: $49,391,000).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21

12.1. CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, deposits held on call with banks, other short-term highly liquid

investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within

borrowings in current liabilities on the Balance Sheet.

Cash and cash equivalents include the following for the purpose of the cash flow statement:

2022

$000

2021

$000

Cash14,94013,214

Bank overdrafts (undrawn, refer note 3.3)--

Total14,94013,214

12.2. TRADE AND OTHER RECEIVABLES

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

effective interest method less provision for expected credit loss.

The Group assesses on a forward looking basis the expected credit losses associated with trade receivables carried at

amortised cost. The Group applies the simplified approach permitted by NZ IFRS 9, which requires expected lifetime losses

to be recognised from initial recognition of the receivables. Impairment of trade receivables is recognised in profit or loss.

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation,

and default or delinquency in payments are considered indicators that the trade receivable has been impaired. The

amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated

future cash flows, discounted at the original effective interest rate.


2022

$000

2021

$000

Trade receivables56,82947,290

Trade receivables related parties 2128

Less expected credit loss (refer note 3.1(a))(1,402)(1,152)

Net trade receivables55,42946,266

Accrued revenue3,5301,476

Sundry receivables317497

Financial assets at amortised cost59,27648,239

Prepayments1,0181,515

Total trade and other receivables60,29449,754

Trade receivables are generally due for settlement within 30 to 90 days.

12.3. ADVANCES TO ASSOCIATES

2022

$000

2021

$000

UNITE Logistics Limited

1

-218

Total-218

1

During the year the group sold its investment in UNITE Logistics refer note 16.2.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

63

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22
12.4. TRADE AND OTHER PAYABLES

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

interest method.


2022

$000

2021

$000

Trade payables17,58319,945

Trade payables related parties74164

GST payable1,5001,415

Lease incentive12461

Accrued expenses18,9239,855

Total38,09231,840


Trade payables are unsecured and are usually paid within 30 to 60 days of recognition.

12.5 EMPLOYEE ENTITLEMENTS

2022

$000

2021

$000

Leave provision7,7318,587

Salary and wage accruals2,7453,937

Total10,47612,524

12.6. BORROWINGS

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at

amortised cost using the effective interest method. Any borrowings are classified as current liabilities unless the Group

has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.


Borrowing costs are expensed as incurred, unless they relate to the acquisition, construction or production of a

qualifying asset in which case the borrowing costs are capitalised.


The ANZ Bank Limited (ANZ) facilities include a $15m flexible credit facility (undrawn at 30 June 2022), an overdraft facility

of $5m, a term loan of $28.1m and bank guarantee’s totalling $9.7m (refer note 17).

2022

$000

2021

$000

Non-Current

Secured loan ANZ 24,324-

Secured loan Mainland Capital / De Lage Landen-5

Secured loan Toyota Finance-2,806

24,3242,811

Current

Secured loan ASB -66,488

Secured loan ANZ3,708-

Secured loan Mainland Capital / De Lage Landen559

Secured loan Toyota Finance-805

3,71367,352

Total secured borrowings28,03770,163

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23

12.6. BORROWINGS (CONTINUED)

On 26 July 2021, as a result of the 30 June 2021 expiry of its current facility with the ASB the Group renegotiated new

facilities with ANZ Bank Limited (ANZ) and UDC Finance Limited (UDC). These facilities included:

• ANZ - $27.5m 3 year term loan facility

• ANZ - $5m overdraft facility

• ANZ - $10.8m bank guarantees

• UDC - $37.5m 5 year asset based loan

On 26 September 2021 the Group agreed an amendment with ANZ and UDC to reset its financial covenants due to the

impact of the August 2021 COVID-19 lockdown. This amendment showed the continued support of the Group’s banking

partners, ANZ and UDC.

In November 2021 following the capital raise (refer note 14) the Group reduced its debt facilities by $20m, comprising full

repayment of the Toyota Finance loan totaling $3.4m and repayment of $16.6m against the UDC Loan. In December 2021

the Group voluntarily repaid an additional $10m of debt against its UDC facility.

The covenants for these arrangements including those reset are as follows:

• Leverage Ratio of <3.00x

• Interest Cover Ratio of >1.00x for periods to 31 March 2022; increasing to >1.50x for 30 June 2022 and >2.50x thereafter

• Net capital expenditure not exceeding 110% of budgeted capital expenditure

• Operating lease commitments in relation to fleet and equipment are capped at $50m

• Guarantor coverage Assets / EBITDA of >85%

The Group fully complied with the above reset facility covenants.

On 8 March 2022 the Group renegotiated and consolidated its funding facilities to one funder, ANZ, repaying the UDC Loan

in full. This amendment indicates the continued support of the Group’s banking partner ANZ.

The ANZ covenants post debt reorganisation in March 2022 are as follows:

• Leverage Ratio of <2.5x

• Fixed Charge Cover Ratio of >1.25x

• Net capital expenditure not exceeding 110% of budgeted capital expenditure

• Guarantor coverage Assets of >85%

• Guarantor coverage EBITDA of >85% from Sept 2022 onwards

The Group has fully complied with the ANZ facility covenants to 30 June 2022.

Based on forward looking forecasts and the financial covenants agreed with the ANZ the Group is expected to comply

with the financial covenants for at least 12 months from the date of signing the financial statements. Accordingly, the

consolidated financial statements are prepared on a going concern basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

64

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23
12.6. BORROWINGS (CONTINUED)

On 26 July 2021, as a result of the 30 June 2021 expiry of its current facility with the ASB the Group renegotiated new

facilities with ANZ Bank Limited (ANZ) and UDC Finance Limited (UDC). These facilities included:

• ANZ - $27.5m 3 year term loan facility

• ANZ - $5m overdraft facility

• ANZ - $10.8m bank guarantees

• UDC - $37.5m 5 year asset based loan

On 26 September 2021 the Group agreed an amendment with ANZ and UDC to reset its financial covenants due to the

impact of the August 2021 COVID-19 lockdown. This amendment showed the continued support of the Group’s banking

partners, ANZ and UDC.

In November 2021 following the capital raise (refer note 14) the Group reduced its debt facilities by $20m, comprising full

repayment of the Toyota Finance loan totaling $3.4m and repayment of $16.6m against the UDC Loan. In December 2021

the Group voluntarily repaid an additional $10m of debt against its UDC facility.

The covenants for these arrangements including those reset are as follows:

• Leverage Ratio of <3.00x

• Interest Cover Ratio of >1.00x for periods to 31 March 2022; increasing to >1.50x for 30 June 2022 and >2.50x thereafter

• Net capital expenditure not exceeding 110% of budgeted capital expenditure

• Operating lease commitments in relation to fleet and equipment are capped at $50m

• Guarantor coverage Assets / EBITDA of >85%

The Group fully complied with the above reset facility covenants.

On 8 March 2022 the Group renegotiated and consolidated its funding facilities to one funder, ANZ, repaying the UDC Loan

in full. This amendment indicates the continued support of the Group’s banking partner ANZ.

The ANZ covenants post debt reorganisation in March 2022 are as follows:

• Leverage Ratio of <2.5x

• Fixed Charge Cover Ratio of >1.25x

• Net capital expenditure not exceeding 110% of budgeted capital expenditure

• Guarantor coverage Assets of >85%

• Guarantor coverage EBITDA of >85% from Sept 2022 onwards

The Group has fully complied with the ANZ facility covenants to 30 June 2022.

Based on forward looking forecasts and the financial covenants agreed with the ANZ the Group is expected to comply

with the financial covenants for at least 12 months from the date of signing the financial statements. Accordingly, the

consolidated financial statements are prepared on a going concern basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

65

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24
12.7 CONVERTIBLE NOTE

Convertible notes are comprised of two elements: a debt note liability component and an embedded derivative

component. At the inception, the fair value of the host liability portion of the convertible notes is determined as being the

difference between the proceeds and the fair value of any identifiable derivative contained within the note. This amount

is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the notes.

The fair value of the embedded derivative component is calculated through a valuation model using a variety

of assumptions, with the residual value assigned to the debt host components. The estimates and associated

assumptions are based on various factors that are believed to be reasonable under the circumstances, the results for

which form the basis of making the judgements. Actual results may differ from these estimates. The estimates and

underlying assumptions are reviewed on an ongoing basis. No gain or loss on fair value changes is recognised on

inception. Valuation of the embedded derivative is calculated at each year end, with any gain or loss recognised in the

consolidated Statement of Profit or Loss and Other Comprehensive income.

The debt liability component is subsequently carried at amortised cost.

Embedded derivatives

Derivatives are initially recognised at fair value and are subsequently remeasured to their fair value at each reporting

date.

An embedded derivative is a component of a hybrid contract that also includes a non-derivative host (e.g. convertible

notes). Derivatives embedded in hybrid contracts that are financial liabilities are treated as separate derivatives when

they meet the definition of a derivative, their risks and characteristics are not closely related to the host contract and the

host contract is not measured at fair value through profit or loss.

As at 30 June 2022 the group has $8.2m (2021: $8.2m) of mandatory convertible notes. Each note has a principal amount

of $50k with a maturity date of 30 April 2026. Note holders may elect to convert their notes prior to maturity however this

cannot occur before 1 May 2023. Upon maturity all outstanding notes will be converted to shares at a variable rate based

on a 10% discount to the market price.

Interest of 5% per annum is paid quarterly on the convertible notes.

The conversion option of the convertible note represents an embedded derivative which is separated from the debt host

contract on initial recognition and measured through the profit and loss. The debt component is held at amortised cost

and on initial recognition is offset by the fair value of the conversion element, this is incorporated in the effective interest

which is recognised over the term to optimal conversion date.

The movement in the carrying value of the convertible notes liability is as follows:

2022

$000

2021

$000

As at 1 July7,395-

Proceeds of issue of convertible note-8,200

Capitalised interest costs using the effective interest method-(832)

Amortisation of embedded derivative liability at date of issue39727

As at 30 June7,7927,395

The movement in the carrying value of the convertible note derivative liability is as follows:

2022

$000

2021

$000

As at 1 July834-

Fair value of embedded derivative liability at date of issue-832

Fair value movement152

As at 30 June849834


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

66

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24
12.7 CONVERTIBLE NOTE

Convertible notes are comprised of two elements: a debt note liability component and an embedded derivative

component. At the inception, the fair value of the host liability portion of the convertible notes is determined as being the

difference between the proceeds and the fair value of any identifiable derivative contained within the note. This amount

is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the notes.

The fair value of the embedded derivative component is calculated through a valuation model using a variety

of assumptions, with the residual value assigned to the debt host components. The estimates and associated

assumptions are based on various factors that are believed to be reasonable under the circumstances, the results for

which form the basis of making the judgements. Actual results may differ from these estimates. The estimates and

underlying assumptions are reviewed on an ongoing basis. No gain or loss on fair value changes is recognised on

inception. Valuation of the embedded derivative is calculated at each year end, with any gain or loss recognised in the

consolidated Statement of Profit or Loss and Other Comprehensive income.

The debt liability component is subsequently carried at amortised cost.

Embedded derivatives

Derivatives are initially recognised at fair value and are subsequently remeasured to their fair value at each reporting

date.

An embedded derivative is a component of a hybrid contract that also includes a non-derivative host (e.g. convertible

notes). Derivatives embedded in hybrid contracts that are financial liabilities are treated as separate derivatives when

they meet the definition of a derivative, their risks and characteristics are not closely related to the host contract and the

host contract is not measured at fair value through profit or loss.

As at 30 June 2022 the group has $8.2m (2021: $8.2m) of mandatory convertible notes. Each note has a principal amount

of $50k with a maturity date of 30 April 2026. Note holders may elect to convert their notes prior to maturity however this

cannot occur before 1 May 2023. Upon maturity all outstanding notes will be converted to shares at a variable rate based

on a 10% discount to the market price.

Interest of 5% per annum is paid quarterly on the convertible notes.

The conversion option of the convertible note represents an embedded derivative which is separated from the debt host

contract on initial recognition and measured through the profit and loss. The debt component is held at amortised cost

and on initial recognition is offset by the fair value of the conversion element, this is incorporated in the effective interest

which is recognised over the term to optimal conversion date.

The movement in the carrying value of the convertible notes liability is as follows:

2022

$000

2021

$000

As at 1 July7,395-

Proceeds of issue of convertible note-8,200

Capitalised interest costs using the effective interest method-(832)

Amortisation of embedded derivative liability at date of issue39727

As at 30 June7,7927,395

The movement in the carrying value of the convertible note derivative liability is as follows:

2022

$000

2021

$000

As at 1 July834-

Fair value of embedded derivative liability at date of issue-832

Fair value movement152

As at 30 June849834


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 25

12.8 RECOGNISED FAIR VALUE MEASUREMENTS

Fair value reflects the amount for which an asset could be exchanged, or a liability settled, between knowledgeable,

willing parties in an arm’s length transaction.

Financial instruments are classified at either amortised cost or fair value through profit or loss.

Financial instruments which are measured subsequent to initial recognition at fair value are classified under the three-

level hierarchy based on the level that the fair value is observable:

• Level 1: based on quoted prices in an active market for identical assets and liabilities

• Level 2: based on inputs other than quoted prices included with level 1 that are observable for the asset or liability,

either directly or indirectly

• Level 3: based on valuation techniques that include inputs which are not observable

The following tables provide the fair value measurement hierarch of the Group’s liabilities:

Level 1Level 2Level 3Total

$000$000$000$000

At 30 June 2021

Convertible notes - derivative--834834

At 30 June 2022

Convertible notes - derivative--849849



For financial assets and liabilities measured at fair value at the end of the reporting period, limited to the derivative

components of the convertible notes, the following table gives information about how the fair value was determined:

Financial asset

and liability

Valuation

technique and

key inputs

Significant unobservable

inputs

Relationship and

sensitivity of

unobservable inputs to

fair value

Convertible notes -

derivative

Valuation model

based on market

price, optimal

conversion date

and discount

rate

The significant

unobservable inputs are

the current share price,

expected conversion

date and discount rate

applied.

The volume weighted

average market price was

valued at $1.11 as at 30

June 2021.

The optimal conversion

date used was 30 June

2023. (2021: 30 June

2023)

This discount rate applied

at 30 June 2022 was 7.35%.

(2021:4.5%)

The higher the volume

weighted average

market price the more

valuable the options

become. The convertible

notes convert based

on a fixed discount

on the share price at

conversion. An increase

in the market share

price of plus or minus

10% would not have a

notable impact on the

contract due to the

options converting at a

fixed discount on market

price.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

67

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26
13. NON-FINANCIAL ASSETS AND LIABILITIES


This note provides information about the Group’s non-financial assets and liabilities, including specific information about

each type of non-financial asset and non-financial liability:

• Property, plant and equipment (note 13.1)

• ROU assets and lease liabilities (note 13.2)

• Intangible assets (note 13.3)

• Deferred tax balances (note 13.4)

• Provisions for other liabilities and charges (note 13.5)

Impairment of non-financial assets

Goodwill, indefinite-life intangible assets and intangible assets that are not yet ready for use are tested annually for

impairment. Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount exceeds its recoverable amount. The recoverable amount is

the higher of an asset’s fair value less costs to dispose and value in use. For the purposes of assessing impairment, assets

are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-

financial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at

each reporting date.

13.1. PROPERTY, PLANT AND EQUIPMENT

All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is

directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only

when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item

can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance

are charged to profit or loss during the financial period in which they are incurred.

Depreciation on assets is calculated using the diminishing value (DV) or straight-line (SL) method.


Years

Depreciation

rate

Method

Plant and equipment - leasehold improvements1 - 162.5% - 50%SL/DV

Motor vehicles - trucks 0.5 - 14-SL

Motor vehicles - trailers0.5 - 18 -SL

Plant and equipment 1 - 307.5% - 67%SL/DV

Motor vehicles - other1 - 2513% - 30%SL/DV

Office equipment 1.5 - 148% - 67%SL/DV

Furniture and fittings0.5 - 144% - 67%SL/DV

Leased assets1 - 14 -SL

Land and buildings0% - 30%DV

The assets’ useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is

greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised

within ‘Gains on disposal of assets’ in the Statement of Profit or Loss & Other Comprehensive Income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27

13.1. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Land and

buildings

Motor

vehicles

Office

equipment

and F&F

Plant and

equipment

Work in

progress

Total

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

At 1 July 2020

Cost 580163,3834,91822,8792,373194,133

Accumulated depreciation(269)(84,690)(3,393)(11,552)-(99,904)

Net book amount31178,6931,52511,3272,37394,229

Year ended 30 June 2021

Additions-2,8225091,5461,9076,784

Acquisition of subsidiaries-203---203

Disposals-(781)-(24)(45)(850)

Transfers-2,218631,634(3,915)-

Depreciation charge(8)(9,830)(564)(2,179)-(12,581)

Closing net book amount30373,3251,53312,30432087,785

At 1 July 2021

Cost580155,9445,49125,788320188,123

Accumulated depreciation(277)(82,619)(3,958)(13,484)-(100,338)

Net book amount30373,3251,53312,30432087,785

Year ended 30 June 2022

Additions-1,2152421,5882,4745,519

Disposals(18)(4,034)(40)(223)-(4,315)

Transfers-303(24)213(492)-

Depreciation charge(6)(8,377)(488)(2,177)-(11,048)

Impairment----(932)(932)

Transfers to assets classified as

held for sale

-(16,308)(13)(2,868)(59)(19,248)

Closing net book amount27946,1241,2108,8371,31157,761

At 30 June 2022

Cost556134,6795,56126,9771,370169,143

Accumulated depreciation(277)(72,247)(4,338)(15,272)-(92,134)

Transfers to assets classified as

held for sale

-(16,308)(13)(2,868)(59)(19,248)

Closing net book amount27946,1241,2108,8371,31157,761

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

68

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26
13. NON-FINANCIAL ASSETS AND LIABILITIES


This note provides information about the Group’s non-financial assets and liabilities, including specific information about

each type of non-financial asset and non-financial liability:

• Property, plant and equipment (note 13.1)

• ROU assets and lease liabilities (note 13.2)

• Intangible assets (note 13.3)

• Deferred tax balances (note 13.4)

• Provisions for other liabilities and charges (note 13.5)

Impairment of non-financial assets

Goodwill, indefinite-life intangible assets and intangible assets that are not yet ready for use are tested annually for

impairment. Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount exceeds its recoverable amount. The recoverable amount is

the higher of an asset’s fair value less costs to dispose and value in use. For the purposes of assessing impairment, assets

are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-

financial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at

each reporting date.

13.1. PROPERTY, PLANT AND EQUIPMENT

All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is

directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only

when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item

can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance

are charged to profit or loss during the financial period in which they are incurred.

Depreciation on assets is calculated using the diminishing value (DV) or straight-line (SL) method.


Years

Depreciation

rate

Method

Plant and equipment - leasehold improvements1 - 162.5% - 50%SL/DV

Motor vehicles - trucks 0.5 - 14-SL

Motor vehicles - trailers0.5 - 18 -SL

Plant and equipment 1 - 307.5% - 67%SL/DV

Motor vehicles - other1 - 2513% - 30%SL/DV

Office equipment 1.5 - 148% - 67%SL/DV

Furniture and fittings0.5 - 144% - 67%SL/DV

Leased assets1 - 14 -SL

Land and buildings0% - 30%DV

The assets’ useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is

greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised

within ‘Gains on disposal of assets’ in the Statement of Profit or Loss & Other Comprehensive Income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27

13.1. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Land and

buildings

Motor

vehicles

Office

equipment

and F&F

Plant and

equipment

Work in

progress

Total

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

At 1 July 2020

Cost 580163,3834,91822,8792,373194,133

Accumulated depreciation(269)(84,690)(3,393)(11,552)-(99,904)

Net book amount31178,6931,52511,3272,37394,229

Year ended 30 June 2021

Additions-2,8225091,5461,9076,784

Acquisition of subsidiaries-203---203

Disposals-(781)-(24)(45)(850)

Transfers-2,218631,634(3,915)-

Depreciation charge(8)(9,830)(564)(2,179)-(12,581)

Closing net book amount30373,3251,53312,30432087,785

At 1 July 2021

Cost580155,9445,49125,788320188,123

Accumulated depreciation(277)(82,619)(3,958)(13,484)-(100,338)

Net book amount30373,3251,53312,30432087,785

Year ended 30 June 2022

Additions-1,2152421,5882,4745,519

Disposals(18)(4,034)(40)(223)-(4,315)

Transfers-303(24)213(492)-

Depreciation charge(6)(8,377)(488)(2,177)-(11,048)

Impairment----(932)(932)

Transfers to assets classified as

held for sale

-(16,308)(13)(2,868)(59)(19,248)

Closing net book amount27946,1241,2108,8371,31157,761

At 30 June 2022

Cost556134,6795,56126,9771,370169,143

Accumulated depreciation(277)(72,247)(4,338)(15,272)-(92,134)

Transfers to assets classified as

held for sale

-(16,308)(13)(2,868)(59)(19,248)

Closing net book amount27946,1241,2108,8371,31157,761

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

69

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 28
13.2. ROU ASSETS AND LEASE LIABILITIES

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net

present value of the following lease payments:

• fixed payments, less any lease incentives receivable and

• variable lease payments that are based on an index or a rate.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined,

the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds

necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an

expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT

equipment and small items of office furniture.

Right of use assets are measured at the amount equal to the lease liability, adjusted by the amount of any lease

incentives received or restoration costs estimated. There were no onerous lease contracts that would have required an

adjustment to the right of use assets at the date of initial application. These assets are subsequently depreciated using

the straight-line method.

Lease liabilities are measured at the present value of the remaining lease payments, discounted using the lessee’s

incremental borrowing rate. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities is

4.63% (2021: 4.49%).

The Group uses a build up approach that starts with a risk free interest rate adjusted to reflect changes in credit risk for

leases held by the Group and then makes specific adjustments for lease terms.

During the year, the Group applied the following practical expedients:

• the accounting for operating leases with a remaining lease term of less than 12 months as short-term leases

• the use of historical experience in determining the lease term where the contract contains options to extend or

terminate the lease

• recognising rental concessions obtained as a direct result of the COVID-19 pandemic as a reduction to rental

expenses in the Statement of Profit or Loss and Other Comprehensive Income


The recognised right of use assets relate to the following types of assets:

20222021

Right of use assets$000$000

Opening net book value 1 July164,826170,029

Recognised on transition--

Additions6,46825,723

Disposals(4,523)(2,015)

Modifications to leases17,4572,560

Transfers to assets classified as held for sale(2,733)-

Depreciation for the period

- Property(20,842)(20,510)

- Motor vehicles(9,643)(10,239)

- Other(629)(722)

Closing net book value 30 June150,381164,826

Cost238,007222,665

Accumulated depreciation(84,893)(57,839)

Transfers to assets classified as held for sale(2,733)-

Net book value 30 June150,381164,826

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29

13.2. ROU ASSETS AND LEASE LIABILITIES (CONTINUED)


20222021

Right of use assets$000$000

At 30 June

Property121,820129,641

Motor vehicles26,46032,899

Other2,1012,286

Total right of use assets150,381164,826


Lease liabilities$000

Opening lease liabilities at 1 July 21171,528

Additions6,834

Interest for the period8,081

Lease payments made(36,311)

Disposals(4,412)

Modifications16,772

Transfers to liabilities classified as held for sale(2,761)

Lease liabilities at 30 June 2022159,731


Lease liabilities maturity analysisMinimum lease

payment

InterestPresent value

$000$000$000

Within one year32,685(6,927)25,758

One to five years85,229(19,150)66,079

Beyond five years80,058(12,164)67,894

Total197,972(38,241)159,731

Current lease liabilities

32,685(6,927)

25,758

Non-current lease liabilities165,287(31,314)133,973

Total197,972(38,241)159,731


20222021

Lease liabilities$000$000

At 30 June

Current lease liabilities26,39327,310

Non-current lease liabilities133,338144,218

Total159,731171,528

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

70

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 28
13.2. ROU ASSETS AND LEASE LIABILITIES

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net

present value of the following lease payments:

• fixed payments, less any lease incentives receivable and

• variable lease payments that are based on an index or a rate.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined,

the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds

necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an

expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT

equipment and small items of office furniture.

Right of use assets are measured at the amount equal to the lease liability, adjusted by the amount of any lease

incentives received or restoration costs estimated. There were no onerous lease contracts that would have required an

adjustment to the right of use assets at the date of initial application. These assets are subsequently depreciated using

the straight-line method.

Lease liabilities are measured at the present value of the remaining lease payments, discounted using the lessee’s

incremental borrowing rate. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities is

4.63% (2021: 4.49%).

The Group uses a build up approach that starts with a risk free interest rate adjusted to reflect changes in credit risk for

leases held by the Group and then makes specific adjustments for lease terms.

During the year, the Group applied the following practical expedients:

• the accounting for operating leases with a remaining lease term of less than 12 months as short-term leases

• the use of historical experience in determining the lease term where the contract contains options to extend or

terminate the lease

• recognising rental concessions obtained as a direct result of the COVID-19 pandemic as a reduction to rental

expenses in the Statement of Profit or Loss and Other Comprehensive Income


The recognised right of use assets relate to the following types of assets:

20222021

Right of use assets$000$000

Opening net book value 1 July164,826170,029

Recognised on transition--

Additions6,46825,723

Disposals(4,523)(2,015)

Modifications to leases17,4572,560

Transfers to assets classified as held for sale(2,733)-

Depreciation for the period

- Property(20,842)(20,510)

- Motor vehicles(9,643)(10,239)

- Other(629)(722)

Closing net book value 30 June150,381164,826

Cost238,007222,665

Accumulated depreciation(84,893)(57,839)

Transfers to assets classified as held for sale(2,733)-

Net book value 30 June150,381164,826

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29

13.2. ROU ASSETS AND LEASE LIABILITIES (CONTINUED)


20222021

Right of use assets$000$000

At 30 June

Property121,820129,641

Motor vehicles26,46032,899

Other2,1012,286

Total right of use assets150,381164,826


Lease liabilities$000

Opening lease liabilities at 1 July 21171,528

Additions6,834

Interest for the period8,081

Lease payments made(36,311)

Disposals(4,412)

Modifications16,772

Transfers to liabilities classified as held for sale(2,761)

Lease liabilities at 30 June 2022159,731


Lease liabilities maturity analysisMinimum lease

payment

InterestPresent value

$000$000$000

Within one year32,685(6,927)25,758

One to five years85,229(19,150)66,079

Beyond five years80,058(12,164)67,894

Total197,972(38,241)159,731

Current lease liabilities

32,685(6,927)

25,758

Non-current lease liabilities165,287(31,314)133,973

Total197,972(38,241)159,731


20222021

Lease liabilities$000$000

At 30 June

Current lease liabilities26,39327,310

Non-current lease liabilities133,338144,218

Total159,731171,528

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

71

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30
13.2. ROU ASSETS AND LEASE LIABILITIES (CONTINUED)

Lease related expenses included in the Consolidated Statement of Profit & Loss & Other Comprehensive Income:

20222021

$000$000

For the year ended 30 June

Depreciation30,30330,500

Short term lease4,2663,397

Interest on leases7,9487,921

Total42,51741,818



13.3. INTANGIBLE ASSETS

a. Goodwill

Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree,

and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share

of the identifiable net assets acquired. Goodwill on acquisitions of subsidiaries is included in ‘Intangible assets’ in the

Balance Sheet. Goodwill on acquisitions of associates is included in ‘Investments in associates’ in the balance sheet and is

tested for impairment as part of the overall balance. Separately recognised goodwill is tested annually for impairment and

carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on

the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those

cash-generating units or groups of cash-generating units that are expected to benefit from the business combination on

which the goodwill arose.

b. Computer software and Software-as-a-service (SaaS) arrangements

Acquired computer software is capitalised on the basis of the costs incurred to acquire and bring to use the specific

software. These costs are amortised, using the diminishing value method at a rate of 48% and recognised in the profit or

loss. Costs associated with maintaining computer software programmes are recognised as an expense when incurred.

SaaS arrangements are service contracts providing the Company with the right to access the cloud provider’s application

software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the

cloud provider’s application software, are recognised as operating expenses when the services are received.

Some of these costs incurred are for the development of software code that enhances or modifies, or creates additional

capability to, existing on-premise systems and meets the definition of and recognition criteria for an intangible asset.

These costs are recognised as intangible software assets and amortised over the useful life of the software on a straight-

line basis. The useful lives of these assets are reviewed at least at the end of each financial year, and any change

accounted for prospectively as a change in accounting estimate.

c. Customer contracts and lists

Acquired customer contracts and lists are recognised at their fair value at the date of acquisition and are subsequently

amortised on a straight-line basis over the appropriate contract term. Amortisation expense is recognised in the profit or

loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31

13.3. INTANGIBLE ASSETS (CONTINUED)

Goodwill

Computer

software

Work in

progress

Customer

lists

Total

$000$000$000$000$000

At 1 July 2020

Cost15,0203,7772,17010,13231,099

Accum. amortisation and impairment-(2,183)-(5,095)(7,278)

Net book amount15,0201,5942,1705,03723,821

Year ended 30 June 2021

Additions-62314-376

Acquisition of subsidiaries197--372569

Transfers-1,063(1,063)--

Amortisation charge-(665)-(1,645)(2,310)

Impairment--(1,283)-(1,283)

Closing net book amount15,2172,0541383,76421,173

At 1 July 2021

Cost15,2174,90213810,50530,762

Accum. amortisation and impairment-(2,848)-(6,741)(9,589)

Net book amount15,2172,0541383,76421,173

Year ended 30 June 2022

Additions-18034-214

Disposals-(13)--(13)

Transfer to held for sale---(255)(255)

Transfers-138(138)--

Amortisation charge-(854)-(1,652)(2,506)

Impairment (555)---(555)

Closing net book amount14,6621,505341,85718,058

At 30 June 2022

Cost15,2175,1983410,50530,954

Transfer to held for sale

---(255)(255)

Accum. amortisation and impairment

(555)(3,693)-(8,393)(12,641)

Closing net book amount14,6621,505341,85718,058

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

72

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30
13.2. ROU ASSETS AND LEASE LIABILITIES (CONTINUED)

Lease related expenses included in the Consolidated Statement of Profit & Loss & Other Comprehensive Income:

20222021

$000$000

For the year ended 30 June

Depreciation30,30330,500

Short term lease4,2663,397

Interest on leases7,9487,921

Total42,51741,818



13.3. INTANGIBLE ASSETS

a. Goodwill

Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree,

and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share

of the identifiable net assets acquired. Goodwill on acquisitions of subsidiaries is included in ‘Intangible assets’ in the

Balance Sheet. Goodwill on acquisitions of associates is included in ‘Investments in associates’ in the balance sheet and is

tested for impairment as part of the overall balance. Separately recognised goodwill is tested annually for impairment and

carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on

the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those

cash-generating units or groups of cash-generating units that are expected to benefit from the business combination on

which the goodwill arose.

b. Computer software and Software-as-a-service (SaaS) arrangements

Acquired computer software is capitalised on the basis of the costs incurred to acquire and bring to use the specific

software. These costs are amortised, using the diminishing value method at a rate of 48% and recognised in the profit or

loss. Costs associated with maintaining computer software programmes are recognised as an expense when incurred.

SaaS arrangements are service contracts providing the Company with the right to access the cloud provider’s application

software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the

cloud provider’s application software, are recognised as operating expenses when the services are received.

Some of these costs incurred are for the development of software code that enhances or modifies, or creates additional

capability to, existing on-premise systems and meets the definition of and recognition criteria for an intangible asset.

These costs are recognised as intangible software assets and amortised over the useful life of the software on a straight-

line basis. The useful lives of these assets are reviewed at least at the end of each financial year, and any change

accounted for prospectively as a change in accounting estimate.

c. Customer contracts and lists

Acquired customer contracts and lists are recognised at their fair value at the date of acquisition and are subsequently

amortised on a straight-line basis over the appropriate contract term. Amortisation expense is recognised in the profit or

loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31

13.3. INTANGIBLE ASSETS (CONTINUED)

Goodwill

Computer

software

Work in

progress

Customer

lists

Total

$000$000$000$000$000

At 1 July 2020

Cost15,0203,7772,17010,13231,099

Accum. amortisation and impairment-(2,183)-(5,095)(7,278)

Net book amount15,0201,5942,1705,03723,821

Year ended 30 June 2021

Additions-62314-376

Acquisition of subsidiaries197--372569

Transfers-1,063(1,063)--

Amortisation charge-(665)-(1,645)(2,310)

Impairment--(1,283)-(1,283)

Closing net book amount15,2172,0541383,76421,173

At 1 July 2021

Cost15,2174,90213810,50530,762

Accum. amortisation and impairment-(2,848)-(6,741)(9,589)

Net book amount15,2172,0541383,76421,173

Year ended 30 June 2022

Additions-18034-214

Disposals-(13)--(13)

Transfer to held for sale---(255)(255)

Transfers-138(138)--

Amortisation charge-(854)-(1,652)(2,506)

Impairment (555)---(555)

Closing net book amount14,6621,505341,85718,058

At 30 June 2022

Cost15,2175,1983410,50530,954

Transfer to held for sale

---(255)(255)

Accum. amortisation and impairment

(555)(3,693)-(8,393)(12,641)

Closing net book amount14,6621,505341,85718,058

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

73

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 32
13.3. INTANGIBLE ASSETS (CONTINUED)

The Group has classified its goodwill into the following cash-generating units (CGUs):

2022

$000

2021

$000

MOV

e Freight Limited

1,0271,027

Alpha Customs Limited776776

MOV

e Logistics & Warehousing Limited

12,49212,492

TNL International Limited170170

MOV

e (McAuleys) Limited

-555

TNL International Australia Pty Limited197197

Total14,66215,217

The Group tests goodwill for impairment using the higher of value in use calculations with cash flow projections based

on a five-year period and the fair value less costs to sell. Management has prepared an upside, downside and base

scenario for each CGU. Each of these include the Board approved cash flow projections with cashflows beyond this

extrapolated using the assumptions as noted below. The final value in use calculations for each CGU apply an assessed

probability weighting to the three scenarios.

As part of the impairment assessment , MOVE (McAuley’s) Limited goodwill of $555,000 has been fully impaired as a result

of a decrease in sales. The impairment charge is recognised in the non operating expenses in the statement if Profit or

Loss and Other Comprehensive Income. No other class of assets have been impaired. Management has concluded that

there are no other impairments for any other of the CGUs at 30 June 2022. The MOV

e Logistics & Warehousing Limited

and MOVe Freight Limited CGU’s have significant goodwill balances at 30 June 2022.

The key assumptions for the value in use calculations of MOV

e Logistics & Warehousing Limited and MOVe Freight Limited

CGU’s are summarised below:


Discount

rate post-

tax

Discount

rate pre-tax

Terminal

growth rate

Revenue

growth rate

year 1*

Revenue

growth rate

year 2*

Revenue

growth rate

year 3 - 5*

30 June 2021

MOV

e Logistics &

Warehousing Limited

9.5%11.6%2.0%5.3%2.8%0.0% - 2.0%

MOV

e Freight Limited

9.5%12.0%2.0%2.7%5.6%0.0% - 5.6%

30 June 2022

MOV

e Logistics &

Warehousing Limited

10.3%13.8%1.2%2.9%1.9%0.0% - 1.0%

MOV

e Freight Limited

10.3%13.1%1.2%4.6%3.0%0.0% - 1.0%

*Probability weighted


The discount rate represents the current market assessment of the risks specific to the CGU considering the time value of

money and individual risk of the underlying assets. The discount rate is calculated based on the specific circumstances

of the CGU and its operations and is derived from its weighted average cost of capital (WACC). The Group engaged an

independent third party to assess the post-tax weighted average cost of capital for each of the CGUs. These post-tax

discount rates were applied to post-tax cash flows.

The long-term growth rate is based on growth projections, market conditions and opportunities for growth within the

industry.

The net right of use assets and lease liabilities have been included in the carrying amount of net operating assets that

have been tested for impairment for each of the CGUs.

Future revenue projections are based on assumed growth in sales revenue for both new and existing customers in both

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

74

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 32
13.3. INTANGIBLE ASSETS (CONTINUED)

The Group has classified its goodwill into the following cash-generating units (CGUs):

2022

$000

2021

$000

MOV

e Freight Limited

1,0271,027

Alpha Customs Limited776776

MOV

e Logistics & Warehousing Limited

12,49212,492

TNL International Limited170170

MOV

e (McAuleys) Limited

-555

TNL International Australia Pty Limited197197

Total14,66215,217

The Group tests goodwill for impairment using the higher of value in use calculations with cash flow projections based

on a five-year period and the fair value less costs to sell. Management has prepared an upside, downside and base

scenario for each CGU. Each of these include the Board approved cash flow projections with cashflows beyond this

extrapolated using the assumptions as noted below. The final value in use calculations for each CGU apply an assessed

probability weighting to the three scenarios.

As part of the impairment assessment , MOVE (McAuley’s) Limited goodwill of $555,000 has been fully impaired as a result

of a decrease in sales. The impairment charge is recognised in the non operating expenses in the statement if Profit or

Loss and Other Comprehensive Income. No other class of assets have been impaired. Management has concluded that

there are no other impairments for any other of the CGUs at 30 June 2022. The MOV

e Logistics & Warehousing Limited

and MOVe Freight Limited CGU’s have significant goodwill balances at 30 June 2022.

The key assumptions for the value in use calculations of MOV

e Logistics & Warehousing Limited and MOVe Freight Limited

CGU’s are summarised below:


Discount

rate post-

tax

Discount

rate pre-tax

Terminal

growth rate

Revenue

growth rate

year 1*

Revenue

growth rate

year 2*

Revenue

growth rate

year 3 - 5*

30 June 2021

MOV

e Logistics &

Warehousing Limited

9.5%11.6%2.0%5.3%2.8%0.0% - 2.0%

MOV

e Freight Limited

9.5%12.0%2.0%2.7%5.6%0.0% - 5.6%

30 June 2022

MOV

e Logistics &

Warehousing Limited

10.3%13.8%1.2%2.9%1.9%0.0% - 1.0%

MOV

e Freight Limited

10.3%13.1%1.2%4.6%3.0%0.0% - 1.0%

*Probability weighted


The discount rate represents the current market assessment of the risks specific to the CGU considering the time value of

money and individual risk of the underlying assets. The discount rate is calculated based on the specific circumstances

of the CGU and its operations and is derived from its weighted average cost of capital (WACC). The Group engaged an

independent third party to assess the post-tax weighted average cost of capital for each of the CGUs. These post-tax

discount rates were applied to post-tax cash flows.

The long-term growth rate is based on growth projections, market conditions and opportunities for growth within the

industry.

The net right of use assets and lease liabilities have been included in the carrying amount of net operating assets that

have been tested for impairment for each of the CGUs.

Future revenue projections are based on assumed growth in sales revenue for both new and existing customers in both

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 33

warehousing and freight divisons. Management have confidence in the strategy to achieve this given the opportunities

both internally and the demand within the market.

Based on the probability weighted value in use calculations, the recoverable amounts of the CGUs exceed their carrying

value at 30 June 2022 by the following amounts:

• MOV

e Logistics & Warehousing Limited CGU: $30.2m

• MOV

e Freight Limited CGU: $21.5m


In respect of the MOVe Logistics & Warehousing Limited and MOVe Freight Limited CGU’s any reasonable possible

change in the key assumptions used in the calculations would not cause the carrying values to exceed their recoverable

amounts. Management has concluded that the goodwill balances at 30 June 2022 are not impaired (either using the

probability weighted case or any of the individual scenarios), although they will continue to monitor the position closely

for any evidence that the goodwill has become impaired.


13.4. DEFERRED INCOME TAX

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases

of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income

tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business

combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax

is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and

are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets

against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the

same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle

the balances on a net basis.

Temporary differences arise from the following:


Deferred tax asset/(liabilities)

Opening

balance

Recognised

in profit or

loss

Acquisition of

subsidiaries

Transfer of

liabilities to

held for sale

Deferred tax

on disposal

group

Closing

balance

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

2021

Property, plant and equipment(7,661)(347)(104)--(8,112)

Right of use assets / lease

liability

967909---1,876

Provisions and accruals3,098200---3,298

Carry forward losses256----256

Total deferred income tax(3,340)762(104)--(2,682)

2022

Property, plant and equipment(8,112)904-1,686134(5,388)

Right of use assets / lease

liability

1,876733 -(8)172,618

Provisions and accruals3,298(320)-(92)332,919

Carry forward losses256(256)----

Total deferred income tax(2,682)1,061-1,586184149

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

75

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 34
13.5. PROVISIONS FOR OTHER LIABILITIES AND CHARGES


Provisions for make good obligations are recognised when the Group has a present legal or constructive obligation as a

result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount

can be reliably estimated.

Provisions are measured at the present value of Management’s best estimate of the expenditure required to settle the

present obligations at the end of the reporting period.


Make good

lease provision

$000

At 1 July 20202,313

Additional provisions298

Utilised / released to profit or loss(156)

At 30 June 20212,455

At 1 July 20212,455

Additional provisions61

Utilised / released to profit or loss(230)

Transfers to liabilities classified as held for sale(20)

At 30 June 20222,266


a. Information about individual provisions estimates

Make good lease provision

The Group is required to restore the leased premises of its depot and warehouses to their original condition at the end of

the respective lease terms. A provision has been recognised for the estimated expenditure required.

14. SHARE CAPITAL


Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in

equity as a deduction, net of tax from the proceeds.


30 June 202230 June 2021

Shares$000Shares$000

Issued & paid-up capital - ordinary shares

Balance at the beginning of the period87,684,88237,05487,684,88237,054

Shares issued - LTI (refer note 20)45,87734--

Shares issued - AREO

128,654,37038,100--

Balance at the end of the period116,385,12975,18887,684,88237,054

1 On 26 October 2021 the Board approved a capital raise of approximately $40m via a fully underwritten 1 for 3.06

Accelerated Renounceable Entitlement Offer (AREO). The issue was fully subscribed and shares totalling 28,654,370

were issued on 5 November 2022 and 18 November 2022. Funds raised from the shares issued were used to repay debt,

improve balance sheet flexibility and fund its capital growth. The balance of share capital is net of directly attritbutable

costs of $2 million.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 35

15. CASH FLOW INFORMATION

15.1 CASH GENERATED FROM OPERATIONS

2022

$000

2021*

$000

Reported loss after tax(2,539)(1,296)

Non-cash items

Gain on lease modification(190)(121)

Depreciation expense39,64941,010

Amortisation expense2,5062,255

Bad debts203159

Amortisation of bank fees101168

Non cash movements on convertible note410-

Impairment of investment in associates6195

Foreign exchange losses on operating activities(231)24

Non trading expenses1,6201,283

Share based payments657

Cumulative translation adjustment67(9)

41,66343,625

Impact of changes in working capital

Tax receivable / deferred tax(388)(2,787)

Trade and other receivables(12,546)(4,837)

Creditors and accruals/employee entitlements6,1511,272

Creditors relating to purchase of PPE(403)(547)

Inventories(220)(6)

34,25736,720

Items classified as investing or financing activities

Profit on disposal of property, plant and equipment(423)(633)

Loss for associates103149

Net cash flow from operating activities33,93736,236

*Certain amounts have been restated to reflect adjustments relating to discontinued operations note 21.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

76

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 34
13.5. PROVISIONS FOR OTHER LIABILITIES AND CHARGES


Provisions for make good obligations are recognised when the Group has a present legal or constructive obligation as a

result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount

can be reliably estimated.

Provisions are measured at the present value of Management’s best estimate of the expenditure required to settle the

present obligations at the end of the reporting period.


Make good

lease provision

$000

At 1 July 20202,313

Additional provisions298

Utilised / released to profit or loss(156)

At 30 June 20212,455

At 1 July 20212,455

Additional provisions61

Utilised / released to profit or loss(230)

Transfers to liabilities classified as held for sale(20)

At 30 June 20222,266


a. Information about individual provisions estimates

Make good lease provision

The Group is required to restore the leased premises of its depot and warehouses to their original condition at the end of

the respective lease terms. A provision has been recognised for the estimated expenditure required.

14. SHARE CAPITAL


Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in

equity as a deduction, net of tax from the proceeds.


30 June 202230 June 2021

Shares$000Shares$000

Issued & paid-up capital - ordinary shares

Balance at the beginning of the period87,684,88237,05487,684,88237,054

Shares issued - LTI (refer note 20)45,87734--

Shares issued - AREO

128,654,37038,100--

Balance at the end of the period116,385,12975,18887,684,88237,054

1 On 26 October 2021 the Board approved a capital raise of approximately $40m via a fully underwritten 1 for 3.06

Accelerated Renounceable Entitlement Offer (AREO). The issue was fully subscribed and shares totalling 28,654,370

were issued on 5 November 2022 and 18 November 2022. Funds raised from the shares issued were used to repay debt,

improve balance sheet flexibility and fund its capital growth. The balance of share capital is net of directly attritbutable

costs of $2 million.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 35

15. CASH FLOW INFORMATION

15.1 CASH GENERATED FROM OPERATIONS

2022

$000

2021*

$000

Reported loss after tax(2,539)(1,296)

Non-cash items

Gain on lease modification(190)(121)

Depreciation expense39,64941,010

Amortisation expense2,5062,255

Bad debts203159

Amortisation of bank fees101168

Non cash movements on convertible note410-

Impairment of investment in associates6195

Foreign exchange losses on operating activities(231)24

Non trading expenses1,6201,283

Share based payments657

Cumulative translation adjustment67(9)

41,66343,625

Impact of changes in working capital

Tax receivable / deferred tax(388)(2,787)

Trade and other receivables(12,546)(4,837)

Creditors and accruals/employee entitlements6,1511,272

Creditors relating to purchase of PPE(403)(547)

Inventories(220)(6)

34,25736,720

Items classified as investing or financing activities

Profit on disposal of property, plant and equipment(423)(633)

Loss for associates103149

Net cash flow from operating activities33,93736,236

*Certain amounts have been restated to reflect adjustments relating to discontinued operations note 21.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

77

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 36
15.2 NET DEBT RECONCILIATION

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

2022

$000

2021

$000

Cash and cash equivalents14,94013,214

Lease liability - repayable within one year(26,393)(27,310)

Borrowings - repayable within one year (including overdraft)(3,713)(67,352)

Lease liability - repayable after one year(133,338)(144,218)

Borrowings - repayable after one year(24,324)(2,811)

Convertible note - repayable after one year(7,792)(7,395)

Net debt(180,620)(235,872)

Cash and liquid investments14,94013,214

Liability - incremental borrowing rate(159,731)(171,528)

Borrowings - fixed interest rates(27,797)(31,071)

Borrowings - variable interest rates(8,032)(46,487)

Net debt(180,620)(235,872)

Liabilities from financing activities

Convertible

note

BorrowingsLeasesSubtotalCash/bank

overdraft

Total


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

Net debt as at 1 July

2020

-(86,263)(173,482)(259,745)11,882(247,863)

Cash flows(8,200)16,24236,14544,1871,33245,519

Lease additions--(27,158)(27,158)-(27,158)

Other non-cash

movements

805(142)(7,033)(6,370)-(6,370)

Net debt as at 30

June 2021

(7,395)(70,163)(171,528)(249,086)13,214(235,872)

Cash flows-42,22635,34277,5681,72679,294

Lease additions--(6,834)(6,834)-(6,834)

Other non-cash

movement

(397)(100)(16,711)(17,208)-(17,208)

Net debt as at 30

June 2022

(7,792)(28,037)(159,731)(195,560)14,940(180,620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 37

16. INTEREST IN OTHER ENTITIES


16.1 SUBSIDIARIES

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in

accordance with the accounting policy described in note 2.1.

All subsidiaries results up to 30 June 2022 have been incorporated in the consolidated financial statements.

SubsidiaryShareholding

30 June 2022

Shareholding

30 June 2021

Balance

date

Country of

Incoporation

Principal activity

MOV

e Freight Limited

100%100%30 JuneNew ZealandTransport operator

MOV

e Fuel Limited

100%100%30 JuneNew ZealandTransport operator

Alpha Custom Services

Limited

60%60%30 JuneNew ZealandInternational freight

forwarder

Pacific Asset Leasing

Limited

100%100%30 JuneNew ZealandAsset leasing

MOV

e International

Limited

100%100%30 JuneNew ZealandShipping agent and

logistics

MOV

e (McAuleys)

Limited

100%100%30 JuneNew ZealandTransport operator

MOV

e Logistics &

Warehousing Limited

100%100%30 JuneNew ZealandWarehousing and

distribution

Southern Fleet Leasing

Limited

100%100%30 JuneNew ZealandAsset leasing

MOV

e (NZL) Limited

100%100%30 JuneNew ZealandWarehousing and

distribution

TNL International Limited50%50%30 JuneNew ZealandInternational freight

forwarder

Appian Transport Limited100%100%30 JuneNew ZealandNon trading

Global Logistics Group

Limited

100%100%30 JuneNew ZealandNon trading

MOV

e Specialist Lifting

and Transport Limited

100%100%30 June

New Zealand

Heavy Haulage

MOV

e Investments

Limited

100%100%30 JuneNew ZealandCorporate services

Pacific Liquid Logistics

Limited

100%100%30 JuneNew ZealandNon trading

TNL International

(Australia) Pty Limited

40%40%30 JuneAustraliaInternational freight

forwarder


MOVE (ATL) Limited was amalgamated into MOVE Frieght Limited from 1 April 2022

.

MOVE Specialist Lifting and Transport Limited is held for sale (refer note 21).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

78

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 36
15.2 NET DEBT RECONCILIATION

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

2022

$000

2021

$000

Cash and cash equivalents14,94013,214

Lease liability - repayable within one year(26,393)(27,310)

Borrowings - repayable within one year (including overdraft)(3,713)(67,352)

Lease liability - repayable after one year(133,338)(144,218)

Borrowings - repayable after one year(24,324)(2,811)

Convertible note - repayable after one year(7,792)(7,395)

Net debt(180,620)(235,872)

Cash and liquid investments14,94013,214

Liability - incremental borrowing rate(159,731)(171,528)

Borrowings - fixed interest rates(27,797)(31,071)

Borrowings - variable interest rates(8,032)(46,487)

Net debt(180,620)(235,872)

Liabilities from financing activities

Convertible

note

BorrowingsLeasesSubtotalCash/bank

overdraft

Total


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

Net debt as at 1 July

2020

-(86,263)(173,482)(259,745)11,882(247,863)

Cash flows(8,200)16,24236,14544,1871,33245,519

Lease additions--(27,158)(27,158)-(27,158)

Other non-cash

movements

805(142)(7,033)(6,370)-(6,370)

Net debt as at 30

June 2021

(7,395)(70,163)(171,528)(249,086)13,214(235,872)

Cash flows-42,22635,34277,5681,72679,294

Lease additions--(6,834)(6,834)-(6,834)

Other non-cash

movement

(397)(100)(16,711)(17,208)-(17,208)

Net debt as at 30

June 2022

(7,792)(28,037)(159,731)(195,560)14,940(180,620)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 37

16. INTEREST IN OTHER ENTITIES


16.1 SUBSIDIARIES

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in

accordance with the accounting policy described in note 2.1.

All subsidiaries results up to 30 June 2022 have been incorporated in the consolidated financial statements.

SubsidiaryShareholding

30 June 2022

Shareholding

30 June 2021

Balance

date

Country of

Incoporation

Principal activity

MOV

e Freight Limited

100%100%30 JuneNew ZealandTransport operator

MOV

e Fuel Limited

100%100%30 JuneNew ZealandTransport operator

Alpha Custom Services

Limited

60%60%30 JuneNew ZealandInternational freight

forwarder

Pacific Asset Leasing

Limited

100%100%30 JuneNew ZealandAsset leasing

MOV

e International

Limited

100%100%30 JuneNew ZealandShipping agent and

logistics

MOV

e (McAuleys)

Limited

100%100%30 JuneNew ZealandTransport operator

MOV

e Logistics &

Warehousing Limited

100%100%30 JuneNew ZealandWarehousing and

distribution

Southern Fleet Leasing

Limited

100%100%30 JuneNew ZealandAsset leasing

MOV

e (NZL) Limited

100%100%30 JuneNew ZealandWarehousing and

distribution

TNL International Limited50%50%30 JuneNew ZealandInternational freight

forwarder

Appian Transport Limited100%100%30 JuneNew ZealandNon trading

Global Logistics Group

Limited

100%100%30 JuneNew ZealandNon trading

MOV

e Specialist Lifting

and Transport Limited

100%100%30 June

New Zealand

Heavy Haulage

MOV

e Investments

Limited

100%100%30 JuneNew ZealandCorporate services

Pacific Liquid Logistics

Limited

100%100%30 JuneNew ZealandNon trading

TNL International

(Australia) Pty Limited

40%40%30 JuneAustraliaInternational freight

forwarder


MOVE (ATL) Limited was amalgamated into MOVE Frieght Limited from 1 April 2022

.

MOVE Specialist Lifting and Transport Limited is held for sale (refer note 21).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

79

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 38
16.2 INTERESTS IN ASSOCIATES

Set out below are the associates of the Group as at 30 June 2022 which, in the opinion of the Directors, are material to

the Group. The entities listed below have share capital consisting solely of ordinary shares, which are held directly by

the Group. The country of incorporation or registration is also their principal place of business, and the proportion of

ownership interest is the same as the proportion of voting rights held.


Place of

business/

country of

incorporation

% of ownership

interest

Nature of

relationship

Measurement

method

Investment in

associates

20222021

2022

$000

2021

$000

UNITE Logistics Limited

1

New Zealand-50%Associate

Equity method

-88

Emerald Truck Services Limited

2

New Zealand50%50%AssociateEquity method271329

Total271417


1

UNITE Logistics Limited is a transport services provider for the Auckland and surrounding area’s construction industry, specialising in crane transport. The balance

date for this entity is March.

2

Emerald Truck Services Limited is an automotive repair workshop based in Masterton specialising in trucks and trailers. This service is strategic to the Group given

the material amount spent on repairs and maintenance. The balance date for this entity is June.

The Group’s results of its principal associates, all of which are unlisted, and total assets (including goodwill) and liabilities,

are as follows. The Group equity accounts for these associates based on management reporting for the year end to 30

June (the Group’s balance date).


UNITE Logistics

Limited

Emerald Truck

Services Limited

2022202120222021

$000$000$000$000

Summarised balance sheet

Current assets

-946802900

Non-current assets

-1,643520441

Current liabilities

-955374380

Non-current liabilities

-1,694219143

Net assets

-(60)729818

Summarised statement of comprehensive income

Revenue

3,0427,0763,5802,895

Profit after tax from continuing operations

(90)(340)(115)31

Investment carrying amount reconciliation

Opening balance

88353329225

Consolidation of advance to associate

218---

Disposal/Acquisition

1

(200)-

-

88

Impairment of investment

(61)(95)--

Earnings from associates

(45)(170)(58)16

Closing balance

-88271329

1

On 30 November 2021 the group disposed on its investment in Unite Logistics Ltd for $200,000. Net of its advance to the associate the group recorded a loss on

disposal of $61,000.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 39

17. CONTINGENCIES

Bank Guarantee

The Group provides (via ANZ Bank) the below guarantees.

2022

$000

2021

$000

Bank guarantees - property5,1406,187

Bank guarantees - fuel purchases4,5004,500

Bank guarantees - other7575

Total9,71510,762

18. CAPITAL COMMITMENTS


Capital expenditure contracted for at the reporting date but not yet incurred is as follows:

2022

$000

2021

$000

Trucks and trailers1,841359

Other assets18122

Total1,859481


19. RELATED-PARTY TRANSACTIONS


19.1 TRANSACTIONS WITH KEY MANAGEMENT

a. Key management compensation

Key management includes Directors, the CEO and his direct reports:

2022

$000

2021

$000

Salaries, short term and post employee benefits4,3923,474

Directors fees471430


19.2 TRANSACTIONS WITH OTHER RELATED PARTIES

The following transactions occurred with related parties:

2022

$000

2021

$000

Sales and purchases of goods and services

Sales of services to associates296814

Purchases of services from associates9421,986

Purchases from entities controlled by key management employees165140

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

80

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 38
16.2 INTERESTS IN ASSOCIATES

Set out below are the associates of the Group as at 30 June 2022 which, in the opinion of the Directors, are material to

the Group. The entities listed below have share capital consisting solely of ordinary shares, which are held directly by

the Group. The country of incorporation or registration is also their principal place of business, and the proportion of

ownership interest is the same as the proportion of voting rights held.


Place of

business/

country of

incorporation

% of ownership

interest

Nature of

relationship

Measurement

method

Investment in

associates

20222021

2022

$000

2021

$000

UNITE Logistics Limited

1

New Zealand-50%Associate

Equity method

-88

Emerald Truck Services Limited

2

New Zealand50%50%AssociateEquity method271329

Total271417


1

UNITE Logistics Limited is a transport services provider for the Auckland and surrounding area’s construction industry, specialising in crane transport. The balance

date for this entity is March.

2

Emerald Truck Services Limited is an automotive repair workshop based in Masterton specialising in trucks and trailers. This service is strategic to the Group given

the material amount spent on repairs and maintenance. The balance date for this entity is June.

The Group’s results of its principal associates, all of which are unlisted, and total assets (including goodwill) and liabilities,

are as follows. The Group equity accounts for these associates based on management reporting for the year end to 30

June (the Group’s balance date).


UNITE Logistics

Limited

Emerald Truck

Services Limited

2022202120222021

$000$000$000$000

Summarised balance sheet

Current assets

-946802900

Non-current assets

-1,643520441

Current liabilities

-955374380

Non-current liabilities

-1,694219143

Net assets

-(60)729818

Summarised statement of comprehensive income

Revenue

3,0427,0763,5802,895

Profit after tax from continuing operations

(90)(340)(115)31

Investment carrying amount reconciliation

Opening balance

88353329225

Consolidation of advance to associate

218---

Disposal/Acquisition

1

(200)-

-

88

Impairment of investment

(61)(95)--

Earnings from associates

(45)(170)(58)16

Closing balance

-88271329

1

On 30 November 2021 the group disposed on its investment in Unite Logistics Ltd for $200,000. Net of its advance to the associate the group recorded a loss on

disposal of $61,000.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 39

17. CONTINGENCIES

Bank Guarantee

The Group provides (via ANZ Bank) the below guarantees.

2022

$000

2021

$000

Bank guarantees - property5,1406,187

Bank guarantees - fuel purchases4,5004,500

Bank guarantees - other7575

Total9,71510,762

18. CAPITAL COMMITMENTS


Capital expenditure contracted for at the reporting date but not yet incurred is as follows:

2022

$000

2021

$000

Trucks and trailers1,841359

Other assets18122

Total1,859481


19. RELATED-PARTY TRANSACTIONS


19.1 TRANSACTIONS WITH KEY MANAGEMENT

a. Key management compensation

Key management includes Directors, the CEO and his direct reports:

2022

$000

2021

$000

Salaries, short term and post employee benefits4,3923,474

Directors fees471430


19.2 TRANSACTIONS WITH OTHER RELATED PARTIES

The following transactions occurred with related parties:

2022

$000

2021

$000

Sales and purchases of goods and services

Sales of services to associates296814

Purchases of services from associates9421,986

Purchases from entities controlled by key management employees165140

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

81

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 40
2022

$000

2021

$000

Outstanding balances arising from sales and purchases of

services

Trade receivables from associates2128

Trade payables to associates22164

Trade payables to entities controlled by key management

employees

52-


The Group determines the above balances are fully collectible.

2022

$000

2021

$000

Advances to related parties

UNITE Logistics Limited-217

20. SHARE BASED PAYMENTS

The group had a long term incentive plan for selected employees which has since been withdrawn by the Diretcors

as per the discretion allowed for under the plan rules. No options were granted during the year ended 30 June 2022.

There are some existing share options under the plan where the vesting of these is dependant on certain performance

standards being met which expire 30 June 2023.

Share-based payment reserve

The reserve is used to record the accumulated value of the plan which has been recognised in the Statement of Profit

or Loss & Other Comprehensive Income. The long-term incentive plan was an equity settled-share-based payment

which provided eligible employees with the opportunity to acquire shares in the Group. The fair value of shares granted is

recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant

date and recognised over the vesting period. The fair value of the plan has been assessed by an independent valuer.

Amounts accumulated in the employee share scheme reserve are transferred to share capital on redemption of the

redeemable shares or to retained earnings where they are forfeited. At the end of each reporting period the Group revises

its estimate of the number of redeemable shares that are expected to vest based on the non-market vesting conditions.

It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding

adjustment to the employee share scheme reserve.

Existing options

The amount of options that will vest depends on MOV

e Logistics Group total shareholder returns (TSR) during a three year

vesting period greater than the 50th percentile of the NZX50 Group. The NZX50 Group compromises those companies

on commencement date. Once the hurdle is exceeded, the Share Rights that become Eligible Share Rights increase on

a straight-line basis from 50% being payable where the TSR is greater than the 50th percentile TSR of the NZX50 Group

to 100% where the TSR is equal to or greater than the 75th percentile TSR of the NZX50 Group. Once vested, the options

remain exercisable during the exercise period which will be advised on an eligibility notice.

Options have been granted under the plan for no consideration and carry no dividends or voting rights.

The exercise price of options is based on the weighted average price at which the company’s shares are traded on the

New Zealand Stock Exchange for the prior 10 days up to and including the commencement date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 41

20. SHARE BASED PAYMENTS (CONTINUED)

Set out below are summaries of options granted under the plan:

Average exercise

price per share

option

Number of

options

As at 30 June 2020

Granted during the year-920,966

Forfeited during the year-(39,180)

As at 30 June 2021$0.90881,786

Vested and exercisable at 30 June 2021-

-

As at June 2021$0.90881,786

Granted during the year-

Exercised during the year(45,877)

Forfeited during the year(661,273)

As at 30 June 2022$0.70174,636

Vested and exercisable at 30 June 2022--

Share options outstanding at 30 June have the following expiry dates and exercise prices:

Grant dateExpiry dateExercise price

Share options

30 June 2022

Share options

30 June 2021

9 October 2020 (2019 LTI)

130 June 2022$1.33-284,615

9 October 2020 (2020 LTI)30 June 2023$0.70174,636597,171

Total174,636881,786

Weighted average remaining contractual life of

options outstanding at end of period

1.0 years

1. Performance measure not achieved so options granted were forfeited

Total expenses arising from share-based payment transactions recognised during the period as part of the employee

expenses were as follows:

June

2022

June

2021

$000$000

Share based employee expenses657

657

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

82

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 40
2022

$000

2021

$000

Outstanding balances arising from sales and purchases of

services

Trade receivables from associates2128

Trade payables to associates22164

Trade payables to entities controlled by key management

employees

52-


The Group determines the above balances are fully collectible.

2022

$000

2021

$000

Advances to related parties

UNITE Logistics Limited-217

20. SHARE BASED PAYMENTS

The group had a long term incentive plan for selected employees which has since been withdrawn by the Diretcors

as per the discretion allowed for under the plan rules. No options were granted during the year ended 30 June 2022.

There are some existing share options under the plan where the vesting of these is dependant on certain performance

standards being met which expire 30 June 2023.

Share-based payment reserve

The reserve is used to record the accumulated value of the plan which has been recognised in the Statement of Profit

or Loss & Other Comprehensive Income. The long-term incentive plan was an equity settled-share-based payment

which provided eligible employees with the opportunity to acquire shares in the Group. The fair value of shares granted is

recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant

date and recognised over the vesting period. The fair value of the plan has been assessed by an independent valuer.

Amounts accumulated in the employee share scheme reserve are transferred to share capital on redemption of the

redeemable shares or to retained earnings where they are forfeited. At the end of each reporting period the Group revises

its estimate of the number of redeemable shares that are expected to vest based on the non-market vesting conditions.

It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding

adjustment to the employee share scheme reserve.

Existing options

The amount of options that will vest depends on MOV

e Logistics Group total shareholder returns (TSR) during a three year

vesting period greater than the 50th percentile of the NZX50 Group. The NZX50 Group compromises those companies

on commencement date. Once the hurdle is exceeded, the Share Rights that become Eligible Share Rights increase on

a straight-line basis from 50% being payable where the TSR is greater than the 50th percentile TSR of the NZX50 Group

to 100% where the TSR is equal to or greater than the 75th percentile TSR of the NZX50 Group. Once vested, the options

remain exercisable during the exercise period which will be advised on an eligibility notice.

Options have been granted under the plan for no consideration and carry no dividends or voting rights.

The exercise price of options is based on the weighted average price at which the company’s shares are traded on the

New Zealand Stock Exchange for the prior 10 days up to and including the commencement date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 41

20. SHARE BASED PAYMENTS (CONTINUED)

Set out below are summaries of options granted under the plan:

Average exercise

price per share

option

Number of

options

As at 30 June 2020

Granted during the year-920,966

Forfeited during the year-(39,180)

As at 30 June 2021$0.90881,786

Vested and exercisable at 30 June 2021-

-

As at June 2021$0.90881,786

Granted during the year-

Exercised during the year(45,877)

Forfeited during the year(661,273)

As at 30 June 2022$0.70174,636

Vested and exercisable at 30 June 2022--

Share options outstanding at 30 June have the following expiry dates and exercise prices:

Grant dateExpiry dateExercise price

Share options

30 June 2022

Share options

30 June 2021

9 October 2020 (2019 LTI)

130 June 2022$1.33-284,615

9 October 2020 (2020 LTI)30 June 2023$0.70174,636597,171

Total174,636881,786

Weighted average remaining contractual life of

options outstanding at end of period

1.0 years

1. Performance measure not achieved so options granted were forfeited

Total expenses arising from share-based payment transactions recognised during the period as part of the employee

expenses were as follows:

June

2022

June

2021

$000$000

Share based employee expenses657

657

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

83

ANNUAL REPORT 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 42
21. DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS HELD FOR SALE


In May 2022, the Board approved and announced its intention to undertake a formal sales process to investigate the

market interest in the sale/asset disposal of its subsidiary company MOVE Specialist Lifting & Transport Ltd which operates

in the Specialist segment. The Specialist company has been classified as held for sale and is a discontinued operation

under NZ IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations. Entities are required to measure non-

current assets and liabilities that are held for sale at the lower of their carrying amount and fair value less costs to

sell.

As at year end there has been no offer accepted for the sale of MOVE Specialist Lifting and Transport Ltd. The Group

expects to dispose of this company within the next 12 months.

Results of discontinued operations

June

2022

June

2021

$000$000

Revenue14,33924,301

Operating expenses(12,479)(17,467)

Depreciation & amortisation expenses(2,512)(3,097)

Net finance expense(133)(126)

Net (loss)/profit before tax(785)3,611

Income tax credit/ (expense)220(1,011)

Net (loss)/profit from discontinued operations after tax(565)2,600

Basic and diluted earnings per share (cents per share)(0.53)2.96

Cash flows from/(used in) discontinued operation

Net cash from operating activities6006,982

Net cash from/(used in) investing activities492(925)

Net cash used in financing activities(874)(873)

Net cash flows for the year2185,184

The following assets and liabilities are classified as held for sale:

Property, plant and equipment19,248-

Trade and other receivables2,924-

Right of use assets2,733-

Intangible assets255-

Inventories103-

Assets classified as held for sale25,263-

Lease liability2,761-

Employee entitlements465-

Provision for other liabilities and charges20-

Deferred tax liability1,586-

Trade and other payables1,317-

Liabilities associated with assets classified as held for sale6,149-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

84

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 42
21. DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS HELD FOR SALE


In May 2022, the Board approved and announced its intention to undertake a formal sales process to investigate the

market interest in the sale/asset disposal of its subsidiary company MOVE Specialist Lifting & Transport Ltd which operates

in the Specialist segment. The Specialist company has been classified as held for sale and is a discontinued operation

under NZ IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations. Entities are required to measure non-

current assets and liabilities that are held for sale at the lower of their carrying amount and fair value less costs to

sell.

As at year end there has been no offer accepted for the sale of MOVE Specialist Lifting and Transport Ltd. The Group

expects to dispose of this company within the next 12 months.

Results of discontinued operations

June

2022

June

2021

$000$000

Revenue14,33924,301

Operating expenses(12,479)(17,467)

Depreciation & amortisation expenses(2,512)(3,097)

Net finance expense(133)(126)

Net (loss)/profit before tax(785)3,611

Income tax credit/ (expense)220(1,011)

Net (loss)/profit from discontinued operations after tax(565)2,600

Basic and diluted earnings per share (cents per share)(0.53)2.96

Cash flows from/(used in) discontinued operation

Net cash from operating activities6006,982

Net cash from/(used in) investing activities492(925)

Net cash used in financing activities(874)(873)

Net cash flows for the year2185,184

The following assets and liabilities are classified as held for sale:

Property, plant and equipment19,248-

Trade and other receivables2,924-

Right of use assets2,733-

Intangible assets255-

Inventories103-

Assets classified as held for sale25,263-

Lease liability2,761-

Employee entitlements465-

Provision for other liabilities and charges20-

Deferred tax liability1,586-

Trade and other payables1,317-

Liabilities associated with assets classified as held for sale6,149-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 43

22. EVENTS AFTER THE REPORTING DATE

On 1 July 2022 the offical quotation of MOVe shares (MOV) commenced enabling shareholders to trade their MOVe shares

on the ASX.

On 9 August 2022 the Group signed a commitment for 4,850,000 Euro’s to purchase the Atlas Wind Vessel in order to

facilitate its multi modal strategy.

On 23 August 2022, MOVE Logistics Group (through its wholly owned subsidiary, Pacific Liquid Logistics Limited) entered into

a conditional sale and purchase agreement to acquire the business and assets of Fluidex Transport, a bulk liquid and bulk

dry powder transport provider operating throughout New Zealand for a purchase consideration totalling approximately

$15.2 million. Completion and settlement are expected to occur on 31 October 2022 subject to appropriate final due

diligence completion and any conditions precedent met.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

85

ANNUAL REPORT 2022

44
ANNUAL FINANCIAL STATEMENTS





PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, pwc.co.nz








Independent auditor’s report

To the shareholders of Move Logistics Group Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Move Logistics Group Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 30 June 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 30 June 2022;

● the consolidated statement of profit or loss & other comprehensive income for the year then

ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated statement of cash flows for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards)

(New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of half year review procedures and with

providing other assurance services. The provision of these other services has not impaired our

independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.





PwC





Description of the key audit matter How our audit addressed the key audit matter

Carrying value of Goodwill

As at 30 June 2022, the Group had a total

goodwill balance of $14.7m, as disclosed

in note 13.3. This is allocated across five

cash generating units (CGU's).

Management performed value-in-use

(VIU) impairment tests at 30 June 2022

using a discounted cash flow model based

on probability-weighted forecast cash

flows for both these CGU's and

determined that there was no impairment

of goodwill required. Key estimates and

assumptions in the VIU models include

the discount rates and long-term growth

rates used in the impairment model.

The goodwill impairment tests for

the Move Logistics and Warehousing

Limited and Move Freight Limited CGU's

are considered a key audit matter due to

the significant level of management

judgment applied in estimating future cash

flows and other key assumptions in

determining the recoverable amount of

these CGU's.


We obtained the impairment tests prepared by

management for Move Logistics and Warehousing

Limited and Move Freight Limited as these are the two

largest CGU's representing $13.5m of the balance and

understood the process undertaken to prepare the

forecasts and the assumptions used.

We understood the controls that management have in

relation to the impairment assessment of goodwill and

evaluated their design.

We considered management's assessment of the

respective CGUs in the Group and the allocation of

corporate assets in the CGUs.

We gained an understanding of the forecast outlook

for the industry and CGUs, and for the strategic

direction of the business. We compared the forecasts

used within the impairment models against historical

actual trading results, taking into account the impact of

the Covid-19 pandemic to assess that growth rates

used in the model were reasonable.

We assessed the reliability of management's

forecasting process in previous years and considered

the impact on the assessment of forecast earnings.

We tested the mathematical accuracy of the models

used ensuring that they utilised the assumptions

disclosed in note 13.3, and that the recoverable

amount calculated was greater than the carrying

amount of the CGU.

We used our auditor's expert, to assist us in assessing

and challenging whether the assumptions used in the

model were reasonable. The key areas assessed

included:

● the valuation methodology used;

● the reasonableness of the discount rate; and

● comparing inputs to relevant market and industry

information.

We audited the disclosures in note 13.3 of the

consolidated financial statements to ensure that they

are compliant with the requirements of the relevant

accounting standards.


45

ANNUAL FINANCIAL STATEMENTS





PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, pwc.co.nz








Independent auditor’s report

To the shareholders of Move Logistics Group Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Move Logistics Group Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 30 June 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 30 June 2022;

● the consolidated statement of profit or loss & other comprehensive income for the year then

ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated statement of cash flows for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards)

(New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of half year review procedures and with

providing other assurance services. The provision of these other services has not impaired our

independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.





PwC





Description of the key audit matter How our audit addressed the key audit matter

Carrying value of Goodwill

As at 30 June 2022, the Group had a total

goodwill balance of $14.7m, as disclosed

in note 13.3. This is allocated across five

cash generating units (CGU's).

Management performed value-in-use

(VIU) impairment tests at 30 June 2022

using a discounted cash flow model based

on probability-weighted forecast cash

flows for both these CGU's and

determined that there was no impairment

of goodwill required. Key estimates and

assumptions in the VIU models include

the discount rates and long-term growth

rates used in the impairment model.

The goodwill impairment tests for

the Move Logistics and Warehousing

Limited and Move Freight Limited CGU's

are considered a key audit matter due to

the significant level of management

judgment applied in estimating future cash

flows and other key assumptions in

determining the recoverable amount of

these CGU's.


We obtained the impairment tests prepared by

management for Move Logistics and Warehousing

Limited and Move Freight Limited as these are the two

largest CGU's representing $13.5m of the balance and

understood the process undertaken to prepare the

forecasts and the assumptions used.

We understood the controls that management have in

relation to the impairment assessment of goodwill and

evaluated their design.

We considered management's assessment of the

respective CGUs in the Group and the allocation of

corporate assets in the CGUs.

We gained an understanding of the forecast outlook

for the industry and CGUs, and for the strategic

direction of the business. We compared the forecasts

used within the impairment models against historical

actual trading results, taking into account the impact of

the Covid-19 pandemic to assess that growth rates

used in the model were reasonable.

We assessed the reliability of management's

forecasting process in previous years and considered

the impact on the assessment of forecast earnings.

We tested the mathematical accuracy of the models

used ensuring that they utilised the assumptions

disclosed in note 13.3, and that the recoverable

amount calculated was greater than the carrying

amount of the CGU.

We used our auditor's expert, to assist us in assessing

and challenging whether the assumptions used in the

model were reasonable. The key areas assessed

included:

● the valuation methodology used;

● the reasonableness of the discount rate; and

● comparing inputs to relevant market and industry

information.

We audited the disclosures in note 13.3 of the

consolidated financial statements to ensure that they

are compliant with the requirements of the relevant

accounting standards.


44

ANNUAL FINANCIAL STATEMENTS





PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, pwc.co.nz








Independent auditor’s report

To the shareholders of Move Logistics Group Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Move Logistics Group Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 30 June 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 30 June 2022;

● the consolidated statement of profit or loss & other comprehensive income for the year then

ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated statement of cash flows for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards)

(New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of half year review procedures and with

providing other assurance services. The provision of these other services has not impaired our

independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.





PwC





Description of the key audit matter How our audit addressed the key audit matter

Carrying value of Goodwill

As at 30 June 2022, the Group had a total

goodwill balance of $14.7m, as disclosed

in note 13.3. This is allocated across five

cash generating units (CGU's).

Management performed value-in-use

(VIU) impairment tests at 30 June 2022

using a discounted cash flow model based

on probability-weighted forecast cash

flows for both these CGU's and

determined that there was no impairment

of goodwill required. Key estimates and

assumptions in the VIU models include

the discount rates and long-term growth

rates used in the impairment model.

The goodwill impairment tests for

the Move Logistics and Warehousing

Limited and Move Freight Limited CGU's

are considered a key audit matter due to

the significant level of management

judgment applied in estimating future cash

flows and other key assumptions in

determining the recoverable amount of

these CGU's.


We obtained the impairment tests prepared by

management for Move Logistics and Warehousing

Limited and Move Freight Limited as these are the two

largest CGU's representing $13.5m of the balance and

understood the process undertaken to prepare the

forecasts and the assumptions used.

We understood the controls that management have in

relation to the impairment assessment of goodwill and

evaluated their design.

We considered management's assessment of the

respective CGUs in the Group and the allocation of

corporate assets in the CGUs.

We gained an understanding of the forecast outlook

for the industry and CGUs, and for the strategic

direction of the business. We compared the forecasts

used within the impairment models against historical

actual trading results, taking into account the impact of

the Covid-19 pandemic to assess that growth rates

used in the model were reasonable.

We assessed the reliability of management's

forecasting process in previous years and considered

the impact on the assessment of forecast earnings.

We tested the mathematical accuracy of the models

used ensuring that they utilised the assumptions

disclosed in note 13.3, and that the recoverable

amount calculated was greater than the carrying

amount of the CGU.

We used our auditor's expert, to assist us in assessing

and challenging whether the assumptions used in the

model were reasonable. The key areas assessed

included:

● the valuation methodology used;

● the reasonableness of the discount rate; and

● comparing inputs to relevant market and industry

information.

We audited the disclosures in note 13.3 of the

consolidated financial statements to ensure that they

are compliant with the requirements of the relevant

accounting standards.


INDEPENDENT AUDITOR’S REPORT

86

45
ANNUAL FINANCIAL STATEMENTS





PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, pwc.co.nz








Independent auditor’s report

To the shareholders of Move Logistics Group Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Move Logistics Group Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 30 June 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 30 June 2022;

● the consolidated statement of profit or loss & other comprehensive income for the year then

ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated statement of cash flows for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards)

(New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of half year review procedures and with

providing other assurance services. The provision of these other services has not impaired our

independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.





PwC





Description of the key audit matter How our audit addressed the key audit matter

Carrying value of Goodwill

As at 30 June 2022, the Group had a total

goodwill balance of $14.7m, as disclosed

in note 13.3. This is allocated across five

cash generating units (CGU's).

Management performed value-in-use

(VIU) impairment tests at 30 June 2022

using a discounted cash flow model based

on probability-weighted forecast cash

flows for both these CGU's and

determined that there was no impairment

of goodwill required. Key estimates and

assumptions in the VIU models include

the discount rates and long-term growth

rates used in the impairment model.

The goodwill impairment tests for

the Move Logistics and Warehousing

Limited and Move Freight Limited CGU's

are considered a key audit matter due to

the significant level of management

judgment applied in estimating future cash

flows and other key assumptions in

determining the recoverable amount of

these CGU's.


We obtained the impairment tests prepared by

management for Move Logistics and Warehousing

Limited and Move Freight Limited as these are the two

largest CGU's representing $13.5m of the balance and

understood the process undertaken to prepare the

forecasts and the assumptions used.

We understood the controls that management have in

relation to the impairment assessment of goodwill and

evaluated their design.

We considered management's assessment of the

respective CGUs in the Group and the allocation of

corporate assets in the CGUs.

We gained an understanding of the forecast outlook

for the industry and CGUs, and for the strategic

direction of the business. We compared the forecasts

used within the impairment models against historical

actual trading results, taking into account the impact of

the Covid-19 pandemic to assess that growth rates

used in the model were reasonable.

We assessed the reliability of management's

forecasting process in previous years and considered

the impact on the assessment of forecast earnings.

We tested the mathematical accuracy of the models

used ensuring that they utilised the assumptions

disclosed in note 13.3, and that the recoverable

amount calculated was greater than the carrying

amount of the CGU.

We used our auditor's expert, to assist us in assessing

and challenging whether the assumptions used in the

model were reasonable. The key areas assessed

included:

● the valuation methodology used;

● the reasonableness of the discount rate; and

● comparing inputs to relevant market and industry

information.

We audited the disclosures in note 13.3 of the

consolidated financial statements to ensure that they

are compliant with the requirements of the relevant

accounting standards.


44

ANNUAL FINANCIAL STATEMENTS





PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, pwc.co.nz








Independent auditor’s report

To the shareholders of Move Logistics Group Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Move Logistics Group Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 30 June 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 30 June 2022;

● the consolidated statement of profit or loss & other comprehensive income for the year then

ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated statement of cash flows for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards)

(New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of half year review procedures and with

providing other assurance services. The provision of these other services has not impaired our

independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.





PwC





Description of the key audit matter How our audit addressed the key audit matter

Carrying value of Goodwill

As at 30 June 2022, the Group had a total

goodwill balance of $14.7m, as disclosed

in note 13.3. This is allocated across five

cash generating units (CGU's).

Management performed value-in-use

(VIU) impairment tests at 30 June 2022

using a discounted cash flow model based

on probability-weighted forecast cash

flows for both these CGU's and

determined that there was no impairment

of goodwill required. Key estimates and

assumptions in the VIU models include

the discount rates and long-term growth

rates used in the impairment model.

The goodwill impairment tests for

the Move Logistics and Warehousing

Limited and Move Freight Limited CGU's

are considered a key audit matter due to

the significant level of management

judgment applied in estimating future cash

flows and other key assumptions in

determining the recoverable amount of

these CGU's.


We obtained the impairment tests prepared by

management for Move Logistics and Warehousing

Limited and Move Freight Limited as these are the two

largest CGU's representing $13.5m of the balance and

understood the process undertaken to prepare the

forecasts and the assumptions used.

We understood the controls that management have in

relation to the impairment assessment of goodwill and

evaluated their design.

We considered management's assessment of the

respective CGUs in the Group and the allocation of

corporate assets in the CGUs.

We gained an understanding of the forecast outlook

for the industry and CGUs, and for the strategic

direction of the business. We compared the forecasts

used within the impairment models against historical

actual trading results, taking into account the impact of

the Covid-19 pandemic to assess that growth rates

used in the model were reasonable.

We assessed the reliability of management's

forecasting process in previous years and considered

the impact on the assessment of forecast earnings.

We tested the mathematical accuracy of the models

used ensuring that they utilised the assumptions

disclosed in note 13.3, and that the recoverable

amount calculated was greater than the carrying

amount of the CGU.

We used our auditor's expert, to assist us in assessing

and challenging whether the assumptions used in the

model were reasonable. The key areas assessed

included:

● the valuation methodology used;

● the reasonableness of the discount rate; and

● comparing inputs to relevant market and industry

information.

We audited the disclosures in note 13.3 of the

consolidated financial statements to ensure that they

are compliant with the requirements of the relevant

accounting standards.


INDEPENDENT AUDITOR’S REPORT

87

ANNUAL REPORT 2022

46
ANNUAL FINANCIAL STATEMENTS





PwC




Our audit approach


Overview


Overall group materiality: $1.3m, which represents approximately 2.5% of

Earnings before Interest, Tax, Depreciation and Amortisation (‘EBITDA’).

We chose EBITDA as the benchmark because, in our view, it is the benchmark

against which the performance of the Group is most commonly measured by

users, and is a generally accepted benchmark.

Following our assessment of the risk of material misstatement, we:

● Full scope audits were performed for 4 of 16 entities in the Group based on

their financial significance;

● Specified audit procedures and analytical review procedures were

performed on the remaining entities.

As reported above, we have one key audit matter, being:

● Carrying value of Goodwill


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industries in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report, but does not include the consolidated financial statements

and our auditor's report thereon. The Annual report is expected to be made available to us after the

date of this auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and we will

not express any form of audit opinion or assurance conclusion thereon.





PwC



In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the consolidated financial statements

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

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are 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) and ISAs 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 our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Maxwell John

Dixon.


For and on behalf of:





Chartered Accountants

23 August 2022

Christchurch


47

ANNUAL FINANCIAL STATEMENTS





PwC




Our audit approach


Overview


Overall group materiality: $1.3m, which represents approximately 2.5% of

Earnings before Interest, Tax, Depreciation and Amortisation (‘EBITDA’).

We chose EBITDA as the benchmark because, in our view, it is the benchmark

against which the performance of the Group is most commonly measured by

users, and is a generally accepted benchmark.

Following our assessment of the risk of material misstatement, we:

● Full scope audits were performed for 4 of 16 entities in the Group based on

their financial significance;

● Specified audit procedures and analytical review procedures were

performed on the remaining entities.

As reported above, we have one key audit matter, being:

● Carrying value of Goodwill


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industries in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report, but does not include the consolidated financial statements

and our auditor's report thereon. The Annual report is expected to be made available to us after the

date of this auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and we will

not express any form of audit opinion or assurance conclusion thereon.





PwC



In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the consolidated financial statements

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

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are 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) and ISAs 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 our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Maxwell John

Dixon.


For and on behalf of:





Chartered Accountants

23 August 2022

Christchurch


44

ANNUAL FINANCIAL STATEMENTS





PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, pwc.co.nz








Independent auditor’s report

To the shareholders of Move Logistics Group Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Move Logistics Group Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 30 June 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 30 June 2022;

● the consolidated statement of profit or loss & other comprehensive income for the year then

ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated statement of cash flows for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards)

(New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of half year review procedures and with

providing other assurance services. The provision of these other services has not impaired our

independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.





PwC





Description of the key audit matter How our audit addressed the key audit matter

Carrying value of Goodwill

As at 30 June 2022, the Group had a total

goodwill balance of $14.7m, as disclosed

in note 13.3. This is allocated across five

cash generating units (CGU's).

Management performed value-in-use

(VIU) impairment tests at 30 June 2022

using a discounted cash flow model based

on probability-weighted forecast cash

flows for both these CGU's and

determined that there was no impairment

of goodwill required. Key estimates and

assumptions in the VIU models include

the discount rates and long-term growth

rates used in the impairment model.

The goodwill impairment tests for

the Move Logistics and Warehousing

Limited and Move Freight Limited CGU's

are considered a key audit matter due to

the significant level of management

judgment applied in estimating future cash

flows and other key assumptions in

determining the recoverable amount of

these CGU's.


We obtained the impairment tests prepared by

management for Move Logistics and Warehousing

Limited and Move Freight Limited as these are the two

largest CGU's representing $13.5m of the balance and

understood the process undertaken to prepare the

forecasts and the assumptions used.

We understood the controls that management have in

relation to the impairment assessment of goodwill and

evaluated their design.

We considered management's assessment of the

respective CGUs in the Group and the allocation of

corporate assets in the CGUs.

We gained an understanding of the forecast outlook

for the industry and CGUs, and for the strategic

direction of the business. We compared the forecasts

used within the impairment models against historical

actual trading results, taking into account the impact of

the Covid-19 pandemic to assess that growth rates

used in the model were reasonable.

We assessed the reliability of management's

forecasting process in previous years and considered

the impact on the assessment of forecast earnings.

We tested the mathematical accuracy of the models

used ensuring that they utilised the assumptions

disclosed in note 13.3, and that the recoverable

amount calculated was greater than the carrying

amount of the CGU.

We used our auditor's expert, to assist us in assessing

and challenging whether the assumptions used in the

model were reasonable. The key areas assessed

included:

● the valuation methodology used;

● the reasonableness of the discount rate; and

● comparing inputs to relevant market and industry

information.

We audited the disclosures in note 13.3 of the

consolidated financial statements to ensure that they

are compliant with the requirements of the relevant

accounting standards.


INDEPENDENT AUDITOR’S REPORT

88

47
ANNUAL FINANCIAL STATEMENTS





PwC




Our audit approach


Overview


Overall group materiality: $1.3m, which represents approximately 2.5% of

Earnings before Interest, Tax, Depreciation and Amortisation (‘EBITDA’).

We chose EBITDA as the benchmark because, in our view, it is the benchmark

against which the performance of the Group is most commonly measured by

users, and is a generally accepted benchmark.

Following our assessment of the risk of material misstatement, we:

● Full scope audits were performed for 4 of 16 entities in the Group based on

their financial significance;

● Specified audit procedures and analytical review procedures were

performed on the remaining entities.

As reported above, we have one key audit matter, being:

● Carrying value of Goodwill


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industries in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report, but does not include the consolidated financial statements

and our auditor's report thereon. The Annual report is expected to be made available to us after the

date of this auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and we will

not express any form of audit opinion or assurance conclusion thereon.





PwC



In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the consolidated financial statements

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

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are 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) and ISAs 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 our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Maxwell John

Dixon.


For and on behalf of:





Chartered Accountants

23 August 2022

Christchurch


44

ANNUAL FINANCIAL STATEMENTS





PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, pwc.co.nz








Independent auditor’s report

To the shareholders of Move Logistics Group Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Move Logistics Group Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 30 June 2022, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 30 June 2022;

● the consolidated statement of profit or loss & other comprehensive income for the year then

ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated statement of cash flows for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards)

(New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of half year review procedures and with

providing other assurance services. The provision of these other services has not impaired our

independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.





PwC





Description of the key audit matter How our audit addressed the key audit matter

Carrying value of Goodwill

As at 30 June 2022, the Group had a total

goodwill balance of $14.7m, as disclosed

in note 13.3. This is allocated across five

cash generating units (CGU's).

Management performed value-in-use

(VIU) impairment tests at 30 June 2022

using a discounted cash flow model based

on probability-weighted forecast cash

flows for both these CGU's and

determined that there was no impairment

of goodwill required. Key estimates and

assumptions in the VIU models include

the discount rates and long-term growth

rates used in the impairment model.

The goodwill impairment tests for

the Move Logistics and Warehousing

Limited and Move Freight Limited CGU's

are considered a key audit matter due to

the significant level of management

judgment applied in estimating future cash

flows and other key assumptions in

determining the recoverable amount of

these CGU's.


We obtained the impairment tests prepared by

management for Move Logistics and Warehousing

Limited and Move Freight Limited as these are the two

largest CGU's representing $13.5m of the balance and

understood the process undertaken to prepare the

forecasts and the assumptions used.

We understood the controls that management have in

relation to the impairment assessment of goodwill and

evaluated their design.

We considered management's assessment of the

respective CGUs in the Group and the allocation of

corporate assets in the CGUs.

We gained an understanding of the forecast outlook

for the industry and CGUs, and for the strategic

direction of the business. We compared the forecasts

used within the impairment models against historical

actual trading results, taking into account the impact of

the Covid-19 pandemic to assess that growth rates

used in the model were reasonable.

We assessed the reliability of management's

forecasting process in previous years and considered

the impact on the assessment of forecast earnings.

We tested the mathematical accuracy of the models

used ensuring that they utilised the assumptions

disclosed in note 13.3, and that the recoverable

amount calculated was greater than the carrying

amount of the CGU.

We used our auditor's expert, to assist us in assessing

and challenging whether the assumptions used in the

model were reasonable. The key areas assessed

included:

● the valuation methodology used;

● the reasonableness of the discount rate; and

● comparing inputs to relevant market and industry

information.

We audited the disclosures in note 13.3 of the

consolidated financial statements to ensure that they

are compliant with the requirements of the relevant

accounting standards.


INDEPENDENT AUDITOR’S REPORT

89

ANNUAL REPORT 2022

ADDITIONAL STATUTORY INFORMATION
REMUNERATION

REMUNERATION OF DIRECTORS

The total pool of Directors’ Fees available to non-executive Directors for the year ended 30 June 2022 was

$750,000, which was approved by shareholders at the 2017 Special Meeting of Shareholders. Of this, $470,833 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 financial year to 30 June 2022. There were no changes to the individual fees paid per Director during

FY22. The Board Charter provides that no sum is paid to a Director upon retirement or cessation of office.

Director Board

Fees

Risk Assurance

and Audit

Committee Fees

Governance &

Remuneration

Committee Fees

Total Directors

Fees FY22

Current Director

or Date Appointed

or Resigned

Trevor Janes45,833--45,833Resigned

23 November 2021

Lorraine Witten113,3334,167-117,500Current

David (Grant)

Devonport

40,8345,833-46,667Appointed

23 November 2021

James Ramsay29,166--29,166Resigned

23 November 2021

Peter Dryden70,000-10,00080,000Current

Mark Newman64,167--64,167Appointed

27 July 2021

Christopher Dunphy17,500--17,500Appointed

1 July 2021

Danny Chan70,000--70,000Current

Total450,83310,00010,000470,833

EMPLOYEE REMUNERATION

Executive remuneration framework

MOVE’s executive remuneration policies and practices are designed to attract, retain and motivate high calibre

people.

The Board has reviewed executive remuneration with the assistance of external independent advice. Executive

remuneration comprises a fixed component and a short term share based incentive component (STI).

Short term incentive plan

A new share-based STI plan has been approved by the Board and is effective from 1 July 2022. Participation in

the STI plan is by annual invitation at the discretion of the Board. Target levels of the share based STI opportunity

range from 25% to 35% of base salary, depending on the role of the executive and includes both financial and

non-financial components.

ADDITIONAL STATUTORY INFORMATION

90

CEO/EXECUTIVE DIRECTOR REMUNERATION DISCLOSURE
The CEO/Executive Director’s remuneration as at 30 June 2022, consisted of a base salary. The CEO/Executive

Director’s remuneration is reviewed annually by the Governance and Remuneration Committee and approved by

the Board.

Fixed RemunerationPay for

Performance

Total earned

during FY

Executive Director

/ CEO

SalaryBenefits**SubtotalSTI earned in

FY*

Total

Remuneration

$$$$$

FY22Christopher Dunphy560,000n/a560,000n/a560,000

FY22Alan Pearson178,36828,635207,003-207,003

FY21Alan Pearson510,00082,146592,14698,500690,646

* STI payable in the financial year following the achievement of performance targets in respect of the prior financial year, as agreed with

the Board

** Benefits include company car and Kiwisaver employer contributions

Alan Pearson resigned effective 19 September 2021. Christopher Dunphy was appointed to the role of Executive

Director on 27 July 2021. Christopher Dunphy does not have any short term or long term incentive components as

part of his remuneration.

Employee Remuneration

The number of employees of the Company (not being directors of the Company) who received remuneration and

other benefits in their capacity as employees during the year ended 30 June 2022 that in value was or exceeded

$100,000 per annum is set out in the table below. The remuneration amounts include all monetary amounts and

benefits actually paid during the year, including the face value of any long- term incentives that vested during the

year (which for FY22 was nil).

Remuneration No. of Employees

$100,000 - $109,99992

$110,000 - $119,99991

$120,000 - $129,99936

$130,000 - $139,99925

$140,000 - $149,99915

$150,000 - $159,99910

$160,000 - $169,9994

$170,000 - $179,9992

$180,000 - $189,9993

$190,000 - $199,9994

$200,000 - $209,9993

Remuneration No. of Employees

$210,000 - $219,0001

$240,000 - $249,9991

$250,000 - $259,0002

$280,000 - $289,9991

$330,000 - $339,9991

$350,000 - $359,9991

$560,000 - $569,9991

$710,000 - $719,999*1

ADDITIONAL STATUTORY INFORMATION

*denotes former employee

91

ANNUAL REPORT 2022

DISCLOSURES
DIRECTORS

The following persons were Directors of MOVE Logistics Group Limited as at 30 June 2022:

Director

Lorraine WittenIndependent Chair

Christopher DunphyExecutive Director

David (Grant) DevonportIndependent Director

Danny ChanIndependent Director

Peter DrydenIndependent Director

Mark NewmanIndependent Director

DISCLOSURE OF INTERESTS BY DIRECTORS

In accordance with Section 140(2) of the Companies Act 1993 the Company maintains an interests register in

which Directors interests are recorded. The following are particulars of general disclosures of interest by Directors

holding office at 30 June 2022. Particulars of entries made during the year to 30 June 2022 are noted in brackets,

for the purposes of section 211(1)(e) of the Companies Act 1993.

Director Name of Business or Entity Nature of Activities

of that Business or Entity

Nature and Extent

of Your Interest

Lorraine Witten PushPay Limited Software Company Director

Rakon LimitedGlobal Technology Business Chair and Shareholder

vWork LimitedSoftware for Mobile Workforce Director and Shareholder

Simply Security Security Guard Services Chair and Shareholder

Horizon Energy GroupEnergy Distribution CompanyDirector

Danny Chan SimTutor Limitede-learningDirector and Shareholder

Superthriller Jet Sprint LimitedEntertainmentShareholder

Fastcom LimitedIT ServicesShareholder

iMonitor Intellectual Property Ltd Temperature MonitoringShareholder

The Digital Café LimitedDigital Promotion/MarketingShareholder

Flowerzone International LtdFlower ExporterDirector and Shareholder

Marlborough Wine Estates

Group Ltd

Wine ManufacturerDirector

Orient Pacific Management

Limited

Financial ServicesDirector and Shareholder

Impac Services Limited (From

November 2021)

Health and Safety AdvisoryShareholder

Microgem International PLC

(From November 2021)

BiomedicalDirector and Shareholder

Peter DrydenBGI Nominees LimitedPropertyDirector and Shareholder

Port Taranaki LimitedPort OperatorDirector

Aquafortus LimitedChemical CompanyChair

ADDITIONAL STATUTORY INFORMATION

92

Director Name of Business or Entity Nature of Activities
of that Business or Entity

Nature and Extent

of Your Interest

Christopher

Dunphy

Irongate TrustFamily TrustTrustee

Balmer Jeffs and Company

Limited

Financial AdvisoryDirector

Dos Equis Pty LimitedDirector and Shareholder

Speedmark Australia Pty LimitedFreight ForwardingDirector and Shareholder

Speedlink Pty LimitedFinancial InvestmentDirector and Shareholder

QCoast Holdings Pty LimitedIndustrial ServicesDirector and Shareholder

ADG Global Supply LimitedIndustrial ServicesDirector and Shareholder

Jamieson Valley EstateVineyardSole Proprietor

Mark NewmanC and M Newman Trustee

Limited

Family TrustDirector

David (Grant)

Devonport

Melbourne Airport LimitedAirport InfrastructureChief Financial Officer

BoudiWoudi SMSFSelf-Managed Superannuation

Fund

Manager/Beneficiary

No entries were made in the interests register of any subsidiary companies during the year ended 30 June 2022.

DIRECTORS’ SHARE DEALINGS

In accordance with the Companies Act 1993, between 1 July 2021 and 30 June 2022 the Board received the

following disclosures from Directors of acquisitions and dispositions of relevant interests in shares issued by the

Company and details of such dealings were entered in the Company’s interests register.

Director TransactionNumber of

Securities

Price per

Security

Date

Christopher DunphyPurchase of Shares750,000$1.007 July 2021

Christopher DunphyPurchase of Shares1,830,062$1.405 November 2021

Mark NewmanPurchase of Shares32,679$1.405 November 2021

Danny ChanPurchase of Shares415,254$1.405 November 2021

Lorraine WittenPurchase of Shares34,312$1.405 November 2021

Christopher DunphyOff Market Share Transfer(700,000)$1.4010 November 2021

Mark NewmanOff Market Share Transfer700,000$1.4010 November 2021

David (Grant) DevonportPurchase of Shares32,679$1.4022 November 2021

Christopher DunphyPurchase of Shares50,000$1.3725 March 2022

Christopher DunphyPurchase of Shares20,000$1.0930 June 2022

In addition to the above, on 12 July 2021 Christopher Dunphy entered a call option deed with certain founder

shareholders (or interests associated with them) of the Company where he may, at his discretion, acquire up to

5 million ordinary shares in the Company over a 36-month term from those founder shareholders. Under this call

option 2 million shares may be acquired at a price of $1.00 per share, 2 million shares may be acquired at a price

of $1.20 per share and 1 million shares may be acquired at a price of $1.50 per share. Interests associated with

James Ramsay (who served as a director during FY22 and retired 23 November 2021) were one of the founder

shareholders and granted the call option over 1 million shares held by them.

ADDITIONAL STATUTORY INFORMATION

93

ANNUAL REPORT 2022

DIRECTORS’ SHAREHOLDINGS INTERESTS
As at 30 June 2022 the Directors of the Company had the following relevant interests in the Company’s shares and

in convertible notes which convert into the Company’s shares.

DirectorOrdinary Shares Convertible Notes

$

Lorraine Witten139,308-

Danny Chan1,685,9322,000,000

Christopher Dunphy6,780,062*-

Mark Newman832,679-

David (Grant) Devonport132,679-

*Includes 5 million shares that are the subject of the call option arrangement described on page 93..

USE OF COMPANY INFORMATION

There were no notices from Directors of the Company pursuant to section 145 of the Companies Act 1993

requesting to use Company information received in their capacity as directors that would not otherwise have

been available them.

ADDITIONAL STATUTORY INFORMATION

94

SUBSIDIARY COMPANY DIRECTORS
The following persons held office as Directors of subsidiary companies as at 30 June 2022. Employee directors of

subsidiary companies appointed by the Group do not receive director’s fees, remuneration or other benefits in

their capacity as directors. The remuneration and other benefits of such employees, received as employees, are

included in the relevant bands for remuneration disclosed under Employee Remuneration on page 91.

Company Directors

MOVE Investments

Limited

Christopher

Dunphy

David (Grant)

Devonport

Danny ChanMark Newman

Lorraine

Witten

Peter Dryden

Alpha Customs

Services Limited

Christopher

Dunphy

Lee BanksClayton Imbs

Appian Transport

Limited

Christopher

Dunphy

Lee Banks

Global Logistics Group

Limited

Christopher

Dunphy

Lee Banks

MOVE International

Limited

Christopher

Dunphy

Lee Banks

MOVE (McAuley’s)

Limited

Christopher

Dunphy

Christopher

Knuth

MOVE Logistics &

Warehousing Limited

Christopher

Dunphy

James

Watters

MOVE (NZL) Limited

Christopher

Dunphy

Christopher

Knuth

Pacific Asset Leasing

Limited

Christopher

Dunphy

James

Watters

MOVE Fuel Limited

Christopher

Dunphy

James

Watters

Southern Fleet

Leasing Limited

Christopher

Dunphy

James

Watters

MOVE Freight Limited

Christopher

Dunphy

Christopher

Knuth

MOVE Specialist Lifting

& Transport Limited

Christopher

Dunphy

Christopher

Knuth

TNL International

Limited

Christopher

Dunphy

John LowdenMario Di LevaShayne Miers

Pacific Liquid Logistics

Limited

Christopher

Dunphy

Lee Banks

SPREAD OF SECURITY HOLDERS

As at 31 July 2022:

Size of Shareholding Number of HoldersTotal Shares Held % of Shares

1-1000930243,4360.21%

1001-50003801,031,5200.89%

5001-100002011,517,0451.30%

10001-500002254,941,0834.25%

50001-100000382,818,0612.42%

100001 or more 66105,833,98490.93%

1,840116,385,129100.00%

ADDITIONAL STATUTORY INFORMATION

95

ANNUAL REPORT 2022

TOP 20 SHAREHOLDERS
The names and holdings of the twenty largest registered shareholders in the Company as at 31 July 2022 were:

Total Shares Held % of Shares

Custodial Services Limited12,066,75410.38%

National Nominees New Zealand Limited11,078,1959.53%

Gregory Peter Whitham8,201,6017.05%

Anacacia Pty Limited7,942,9606.83%

James Ramsay & Nerida Joy Ramsay & Ramsay Family

Trustee Limited

7,544,0016.49%

Citibank Nominees (Nz) Ltd7,062,6076.07%

Kevin Garnet Smith6,502,6545.59%

Larry William Stewart & Kaylene Joy Stewart & Sr Taranaki

Trustees Limited

6,202,6535.33%

MMC Limited5,423,9604.66%

David Gregory Carr & Lynette Maree Duncan3,538,1263.04%

Alan Terris3,320,0002.86%

New Zealand Depository Nominee2,105,1311.81%

Elizabeth Beatty Benjamin & Michael Murray Benjamin1,990,1761.71%

BNP Paribas Nominees NZ Limited1,818,7651.56%

Danny Chan1,685,9321.45%

Leveraged Equities Finance Limited1,597,3831.37%

Wairahi Investments Limited1,500,0001.29%

Accident Compensation Corporation1,013,2860.87%

Selenium Corporation Limited957,7240.82%

Rangatira Limited817,3070.70%

ADDITIONAL STATUTORY INFORMATION

96

SUBSTANTIAL PRODUCT HOLDERS
The following substantial product holder information is given pursuant to section 293 of the Financial Markets

Conduct Act 2013 and is based on substantial product holder notices filed with the Company during FY22 and the

Company’s share register as at 30 June 2022. As at 30 June 2022, details of the substantial product holders in the

Company and their relevant interests in the Company’s ordinary shares are shown in the table below. The total

number of voting securities (fully paid ordinary shares) of the Company as at 30 June 2022 was 116,385,129.

Number of Shares

NAOS Asset Management Limited10,917,341

Gregory Peter Whitham8,201,601

Kevin Garnet Smith6,502,654

James Ramsay, Nerida Joy Ramsay & Ramsay Family Trustee Limited7,744,001

Castle Point Funds Management Limited7,236,674

Christopher Dunphy6,780,062

Kaylene Stewart, Larry Stewart & SR Taranaki Trustees Limited6,202,653

Mitsubishi UFJ Financial Group, Inc, First Sentier Investors (Australia) IM Ltd5,867,862

Colonial First State Investments Limited5,867,862

OTHER INFORMATION

Auditor’s Fees

PwC has continued to act as auditor of MOVE Logistics Group Limited.

During the year ended 30 June 2022, the amount payable by MOVE Logistics Group Limited to PwC as audit and

review fees was $310,000. The amount of fees payable to PwC for non-audit work during the year ended 30 June

2022 was $41,000. This is detailed in Note 8 of the Financial Statements.

Donations

The Company and its subsidiaries made donations totalling $20,000 during the year ended 30 June 2022.

NZX Waivers

There were no waivers granted by NZX or relied on by the Company in the 12 months preceding 30 June 2022.

ADDITIONAL STATUTORY INFORMATION

97

ANNUAL REPORT 2022

CORPORATE GOVERNANCE
At MOVE Logistics, we believe that good corporate governance is essential to protect the interests of investors and

create and enhance value over the short and long term. We are committed to conducting business in the right

way, ethically and in line with our legal and regulatory obligations.

The Board has adopted corporate policies and procedures that reflect best practice and we follow the principles

and recommendations of the NZX Corporate Governance Code (the Code). We believe that the Company’s

corporate governance practices in FY22 are materially in line with the Code, with further work being undertaken in

some areas to ensure full compliance. The following pages summarise our corporate governance practices and

progress in FY22.

MOVE Logistics takes a continuous improvement approach to corporate governance and policies are reviewed

on a regular basis in line with best practice. Key governance policies and charters can be viewed on the MOVE

Logistics website at www.movelogistics.com/investors/governance.

This governance statement is current as at 30 June 2022 and was approved by the Board on 14 September 2022.

Variance to NZX Corporate Governance Code

NZX Code PrincipleNZX Code

Recommendation

Key DifferenceStatus

Board Composition and

Performance

2.5: The Board should set

measurable objectives for

achieving diversity.

The Board has not set

measurable objectives

under the Policy for

achieving diversity.

The Board considers

diversity outcomes can

be achieved without

measurable objectives.

ETHICAL BEHAVIOUR

MOVE Logistics expects its Directors and employees to act with integrity and professionalism and undertake their

duties in the best interests of the Company. The Company’s Code of Ethics is available on the Company website

and is available to all team members.

The Code of Ethics is included in the New Employee Induction pack and all employees are required to attest that

they have reviewed and understand the scope of relevant governance policies.

The Company does not donate to political parties.

MOVE Logistics encourages employees to speak out if they have concerns about any area of the Company. The

avenues for doing so are detailed in the Company’s Whistleblower Policy which is on the Company website.

The Securities Trading 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.

BOARD COMPOSITION AND PERFORMANCE

As at the date of this Annual Report, the MOVE Logistics Board comprises five non-executive Directors and one

executive Director. Each Director has experience, skills and expertise that are of value to the Company. Profiles

of Directors are available on the Company’s website and on pages 34 and 35 of this Report. Peter Dryden has

advised that he will be stepping down from the Board at the conclusion of the 2022 Annual Shareholders’ Meeting.

The Board acknowledges the valued contribution Peter has made to the business during his time as a Director.

MOVE Logistics’ Chair is required to be an independent Director. The Board supports the separation of the roles of

Chair and CEO and the appointment of an Independent Chair.

Five of the Directors are independent Directors. In order for a Director to be independent, the Board has

determined that he or she must not be an executive of MOVE Logistics Group and must have no disqualifying

relationships. Independence will be determined by the Board, having regard to the factors described in the NZX

Corporate Governance Code. Christopher Dunphy is not an independent Director as he is a substantial product

holder in the Company and holds the position of Executive Director.

CORPORATE GOVERNANCE

98

Directors’ interests are disclosed on page 92 of the Annual Report.
The roles and responsibilities of the Board are detailed in the Board Charter, which is reviewed at least every two

years and is available on the Company’s website. The Board’s primary objective is to enhance shareholder value

and protect the interests of other stakeholders by improving corporate performance and accountability.

The Board has delegated authority for day to day leadership and management of the business to the Group

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 Groups

CEO’s delegations were assumed by the Executive Director on 27 July 2021.

Appointment of Directors

The number of elected Directors and the procedure for their retirement and election at Annual Meetings is

determined in accordance with the Company Constitution and NZX Listing Rules. Directors will retire and may

stand for re-election by shareholders at least every three years. A Director appointed since the previous annual

meeting holds office only until the next annual meeting but is eligible for re-election at that meeting. The

Company has written agreements with each Director, outlining the terms of their appointment.

All Directors are involved in the consideration of Board composition and nominations and take into account a

number of factors including qualifications, capability, experience, judgement and skills, and the ability to work with

other Directors.

Shareholders may also nominate candidates for election to the Board, in accordance with the constitution of

the Company and the NZX Listing Rules. 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.

The Company has developed a skills matrix and takes into account a number of factors including qualifications,

experience and skills. The Board believes that the current Directors as at 14 September 2022 offer valuable and

complementary skill sets.

BOARD SKILLS MATRIX

Board/Corporate Governance

Listed Company Governance

Industry Experience

Technology - Information / Digital / Social Media

Risk Management & Audit

Financial Expert

Strategic Growth / Value / Business...

Legal / Regulatory

Marketing

Corporate Social Responsibility

Customer Insight / International Market...

Human Resources & Talent Management

Diversity (gender/culture/balance)

■ High Capability ■ Moderate Capability

CORPORATE GOVERNANCE

99

ANNUAL REPORT 2022

Director Training and Education
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, to enable them to carry out their responsibilities.

The Company has arranged a policy of Directors’ and Officers’ liability insurance 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).

Board Performance and Review

The Board monitors its own performance and will, from time to time, commission an external review to assess the

performance of individual Directors and the Board’s effectiveness. An external review was conducted during the

year and the report was presented to the Board in June 2022.

The Board is satisfied that each Director has the necessary time available to devote to the position, broadens the

Board’s expertise and has a personality that is compatible with the other Directors.

Diversity

Diversity at MOVE Logistics refers to characteristics of individuals and includes factors such as gender, marital

status, religious belief, colour, race, ethnic or national origin, disability, age, political opinion, employment status,

family status or sexual orientation. It encompasses the ways MOVE’s people differ in terms of their education, life

experience, job function, work experience, personality, location and career responsibilities. The key aspects being

sought are diversity of thinking and skills, as these attributes are most likely to assist MOVE Logistics in delivering

better outcomes for its stakeholders.

MOVE is committed to equal employment opportunities and treating all individuals fairly and with respect. The

company recognises that everyone has individual differences which can be leveraged to create stronger teams

and which will ultimately drive stronger business performance.

MOVE’s approach to diversity is outlined in the Diversity Policy, which is available on the Company’s website.

Key areas of focus are:

• Recruitment and retention of a diverse workforce

• Supportive working environment

• People development

• Recognition and reward based on merit

As at 30 June 2022, females represented 19% (FY21: 21%) of Directors and Officers of the Company (an officer is a

person who is concerned or takes part in the management of the company business and reports directly to the

Board or Executive Director). Females represented 14% (FY21: 16%) of all employees of the Company.

FY22FY21

Female Male

Gender

DiverseFemaleMale

Gender

Diverse

Directors 150140

Officers160270

All Employees 2471,06702271,2061

The Board is satisfied with the initiatives being implemented by the Group and its performance with respect to the

Diversity Policy. The Board has not currently set measurable objectives under the Policy for achieving diversity, as

the Board considers diversity outcomes can be achieved without measurable objectives.

CORPORATE GOVERNANCE

100

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.

The Committees meet as required and have terms of reference (Charters), which are approved and reviewed by

the Board.

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 employees in

pursuing its duties and to obtain independent legal or other professional advice.

The membership and performance of each Committee is reviewed annually. Management attendance at

Committee meetings is by invitation only.

Special purpose Committees may be formed to review and monitor specific projects with senior management. In

FY22, a special Capital Management sub-committee was formed to oversee the capital raise.

In the case of a takeover offer, MOVE Logistics would engage expert legal and financial advisors to provide advice

on procedure. Formal Takeover protocols have been developed and formally adopted by the Board in compliance

with Recommendation 3.6 of the NZX Corporate Governance Code.

The Board committees as at 30 June 2022 were:

CommitteeRoleMembers as at 30 June 2022

Risk Assurance and Audit (RAAC)

Committee

Assist the Board in its oversight of

the integrity of financial reporting,

financial management and

controls, external audit quality

and independence, and the risk

management framework.

David (Grant) Devonport (Chair)

Danny Chan

Mark Newman

Governance and Remuneration

Committee

Assist the Board to establish and

maintain a strong governance

framework overseeing the

management of the company’s

people, remuneration and diversity

policies.

Peter Dryden (Chair)

Danny Chan

Mark Newman

Attendance at Board and Committee Meetings

Board RAACREM

Total Meetings Held1453

Lorraine Witten1443

Danny Chan1453

Peter Dryden1443

Christopher Dunphy1331

Mark Newman1353

David (Grant) Devonport741

CORPORATE GOVERNANCE

101

ANNUAL REPORT 2022

REPORTING AND DISCLOSURE
MOVE Logistics 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.

Key corporate governance policies are available on MOVE Logistics’ website at www.movelogistics.com/investors/

governance.

Financial Reporting

The Board is responsible for ensuring that the financial statements give a true and fair view of the financial

position of the Company and have been prepared using appropriate accounting policies, consistently applied

and supported by reasonable judgements, estimates and for ensuring all relevant financial reporting and

accounting standards have been followed.

The Risk Assurance and Audit Committee oversees the quality and integrity of external financial reporting,

including the accuracy, completeness, balance and timeliness of financial statements. It reviews MOVE Logistics’

full and half year financial statements and makes recommendations to the Board concerning accounting policies,

areas of judgement, compliance with accounting standards, stock exchange and legal requirements, and the

results of the external audit.

For the financial year ended 30 June 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 Chief Financial Officer

has confirmed in writing that MOVE Logistics Group’s external financial reports present a true and fair view in all

material aspects.

In all accounting and secretarial matters, the Board ensures that the Chief Financial Officer and Company

Secretary’s reports are objective. The Chief Financial Officer and Company Secretary have unfettered access to

the Board Chair and the Risk Assurance and Audit Committee.

Non-financial reporting

MOVE Logistics has initiatives supporting its focus on the environment, people and communities and a formal ESG

framework is being developed. MOVE’s progress in key areas can be viewed on pages 20 to 23 of the 2022 Annual

Report.

The Company periodically updates shareholders and the market on its strategy and progress against this in

shareholder reports and newsletters.

REMUNERATION

Remuneration of Directors and senior executives is the key responsibility of the Governance and Remuneration

Committee. External advice has been sought to ensure remuneration is benchmarked to the market for senior

management positions and Board positions.

The last increase in Director remuneration was approved by shareholders in 2017. The Board Charter provides that

no retirement allowance is payable to a director.

While there is no formal requirement to do so, the majority of Directors hold shares in the Company either

personally or through related interests. Directors’ share dealings and interests in the Company are detailed on

page 93.

Details of Director and Executive Remuneration in FY22 are provided on pages 90 to 91.

CORPORATE GOVERNANCE

102

RISK MANAGEMENT
MOVE has continued to strengthen its risk management capabilities under the direction of the Risk Assurance and

Audit Committee (RAAC) of the Board and the Executive Team. A dedicated internal role (Ben Gillum, Risk and

Compliance Manager) supports risk and compliance management at MOVE by developing and managing the

assurance, risk and compliance frameworks.

The RAAC ensures MOVE has appropriate risk management policies in place and provides the Board with

assurance that key risks relevant to MOVE have been appropriately identified, managed and reported to the

Board. It is also responsible for overseeing and monitoring that MOVE’s management implements and operates

adequate risk assurance, internal control and audit systems within MOVE.

The Board carries out a review of the effectiveness of the Group’s risk management and internal control systems

at least annually.

MOVE’s risk management policy provides clarity on roles and responsibilities in order to minimise the impact of

financial, operational and sustainability risk on its business.

MOVE’s current governance and risk management structure is:

Foundational governance and risk documents are regularly reviewed and updated to ensure MOVE continues to

find the best ways of working to achieve its business goals while remaining within risk appetite and adhering to its

regulatory obligations.

MOVE’s risk management framework has been created to ensure there is clear ownership and delegation of

responsibility for the management and oversight of risks and to support the appropriate flow of information

throughout the Group.

MOVE assesses its risks by understanding the likelihood of occurrence and the potential consequences using the

following categories:

• Financial

• Customer / Reputational / Shareholder Outcomes

• People / Health, Safety & Wellbeing

• Legal (Compliance) / Contractual

• Environment

• Operations

Over the 2023 financial year, continuing initiatives to improve the maturity of risk management activity will address

risk appetite, identification of key operational risks and providing management with enhanced risk management

visibility and capability.

BOARD OF DIRECTORS

DECISION MAKING

AUTHORITY &

ACCOUNTABILITY

OPERATIONAL

AUTHORITY &

ACCOUNTABILITY

EXECUTIVE

LINE MANAGEMENT

OPERATIONS

CORPORATE GOVERNANCE

103

ANNUAL REPORT 2022

Current key risks are:
Key RiskMitigation

CompetitionSignificant increase in

competition may lead to loss of

customers and loss of revenue

streams.

MOVE is focused on continually improving

its offer to customers and enhancing the

customer experience. This includes looking

at new opportunities like coastal shipping.

Investment continues to be made into IT and

capacity to further strengthen MOVE’s end to end

supply chain offer and enhance the customer

experience.

Financial risksThe risk that MOVE will not be

able to meet its debt repayment

obligations when they fall due.

Cash flow management is monitored at all

levels of the business. Financial policies and

procedures are in place and monitored to ensure

the business is managed within the limits on a

continuous basis. This risk is managed by the Risk

Assurance and Audit Committee of the Board.

Crisis EventsInability to respond to or recover

from the current Covid-19

crisis, the onset of future

global pandemic or a similarly

disruptive natural event.

Crisis Management Team for management of

crisis event response and Business Continuity

Plans are in place for each business.

EconomyHeightened economic or market

uncertainty could impair long-

term planning affecting revenue

optimisation and growth.

Management regularly monitors this risk through

a range of economic and market indicators

to facilitate forecasting of and planning for

underlying demand, revenue and capacity.

Climate

Change and

Sustainability

Physical climate impacts and

related policy and/or market

changes may disrupt our

operations or impact demand for

our services.

Sustainable strategy that extends to an emission

reduction target and includes investment in

electric and fuel-efficient vehicles.

Cyber SecurityA cyber-attack could result in lost

integrity or access to information,

loss of control systems or a

significant data privacy breach.

MOVE has data security systems and protocols

in place, which are continuously reviewed,

monitored and updated for improvement. Cyber

Security Audits are undertaken throughout the

year.

Health &

Safety

Events that could adversely

affect employee health and

wellbeing.

Key metrics are monitored and measured and

reported on regularly to the Board. Preventative

and recovery processes and controls are

implemented across the business.

The Board as a whole is responsible for monitoring corporate risk assessment processes and this is not delegated

to a subcommittee.

CORPORATE GOVERNANCE

104

Health and safety
Staying safe, keeping others safe, and being corporately responsible are fundamental to what MOVE is as

an organisation. Operating the business in this way helps deliver on MOVE’s vision of “No Harm to People, the

Environment or Assets”. Paying close attention to safety, wellbeing, sustainability, ethics and integrity go hand in

hand with that vision.

The Board is committed to ensuring a high quality, safe and healthy environment for all MOVE Logistics people,

visitors, partners and those in the community.

People safety is a key priority, one of MOVE’s core values and an essential component across the business. MOVE is

committed to developing, improving and reinforcing its safety culture, including by improving leadership capacity

and simplifying tools and systems.

Safety performance is tracked to identify patterns to help prevent incidents. “Health, Safety and Sustainability”

results and reported data from each Business Unit and at a Group level, are reviewed at each National Health &

Safety Committee Meeting. The Committee is an executive group that meets monthly for the purposes of health

and safety management across the Group. In addition, the Board receives monthly reports on the health and

safety performance across the Group, including performance against plan, near miss reporting, progress with

safety related initiatives and reviewing lead and lag indicators of performance.

During the year, further steps were taken to operationalise the safety and sustainability teams with a revised focus

and functional framework, using improved measurement and analytics tools, “in cab” and other technologies that

moves reporting beyond traditional safety metrics – bringing factors like weather and vehicle data into the picture

– to identify leading indicators of injuries and illness and factoring learnings into revised safety practices in all

parts of the business.

In addition, an independent external review of the Company’s health and safety management system was

undertaken and the Company was admitted into the Accident Compensation Authority’s Accredited Employer

Program. As a company with over 900 vehicles in the fleet, road safety is a critical risk factor. The company

has a dedicated team of driver trainers to educate and support drivers, alongside the increased use of in cab

technologies. An increasing focus is the risks around a mobile plant more generally in MOVE’s warehouses, freight

depots and cross docks.

The Company’s injury frequency rates provide a lag indicator of performance with LTIFR rates reducing for the third

year in a row.

20182019202020212022

Lost Time Injury Frequency Rate (LTIFR)28.9325.3624.5019.8415.81

Total Recordable Injury Frequency Rate (TRIFR)84.1571.3562.1863.5046.75

AUDITORS

External audit

For the year ended 30 June 2022, PricewaterhouseCoopers (PwC) was the external auditor of MOVE Logistics Group

Limited. PwC was first appointed as auditor in 2017. The most recent Audit Partner rotation occurred in 2021, with the

next rotation due no later than 2026.

The Risk Assurance and Audit Committee monitors the ongoing independence, quality and performance of the

external auditors and audit partner rotation. The Committee pre-approves any non-audit work undertaken by

PwC. The non-audit services in the year ended 30 June 2022 are set out in Note 8. Those services were provided in

accordance with the company’s External Auditor Independence Policy and were assessed by the Risk Assurance

and Audit Committee as not affecting PwC’s independence. The fees paid for audit and non-audit services in FY22

is identified on page 96 of the Annual Report. The external auditors attend the Annual Shareholders Meeting.

CORPORATE GOVERNANCE

105

ANNUAL REPORT 2022

Internal Audit
MOVE has an internal Audit Framework and Annual Plan which is overseen by the Risk Audit Assurance Committee.

MOVE continues to outsource the internal audit while it assesses the long-term requirements for an internal audit

in house function.

The internal audit function for MOVE’s business needs a broad range of skills to be effective and comprehensive.

There is also a requirement for expertise in a growing range of specialist skills such as IT audit; data mining;

data analytics and in-depth knowledge of different regulatory regimes. Outsourcing the internal Audit function

means having access to specialist expertise, innovations in the latest audit techniques and technology and the

opportunity for benchmarking.

During FY22, external specialist audit resources were used to evaluate risk and risk management in two key areas

of the business. The reports from the internal Audits are presented to the Risk Audit Assurance Committee and the

Committee monitors performance against the auditor’s recommendations.

During FY23, MOVE will continue to develop and further refine the options in the Internal Audit function to meet the

future needs of the business.

SHAREHOLDER RIGHTS AND RELATIONS

The Board is committed to open and regular dialogue and engagement with shareholders. MOVE Logistics has

developed an investor relations programme which includes regular dialogue with investors, analysts and investor

meetings, and earnings announcements. The programme is designed to provide shareholders and other market

participants the opportunity to obtain information, express views and ask questions. Easy access to financial,

operational and governance information is available through the Investor Centre on company’s website at

www.movelogistics.com/investors/governance.

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 MOVE Logistics. 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.

Shareholders are encouraged to communicate with the Company and its share registry electronically.

In addition to shareholders, MOVE Logistics 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 employees, suppliers and customers.


CORPORATE GOVERNANCE

106

OUR LONG SERVICE EMPLOYEES – CELEBRATING OVER 10 YEARS
Aaron Ogden

Adam Ashcroft

Aileen Clark

Alan Paterson

Allison Webb

Aman Prasad

Amanda Friend

Andrew Isle

Andrew Mitchell

Andrew Sinnamon

Andrew Wallace

Andrew Lopesi

Andrew Green

Andy Skinner

Annie Sauaso

Barry Loughnan

Brent Langdale-Hunt

Brett Allan

Brett Peary

Brian Taylor

Brian Cole

Brian Higgins

Brian Jacobs

Bruce Newman

Bryce Earl-Peacock

Carl Harris

Casey How

Charisse Young

Chris Jones

Chris Wetzel

Christopher Allen

Christopher Reihana

Clinton Summerton

Colin Robins

Craig Jane

Craig Blackwell

Dale Thompson

Darrell Boyd

Darrin Cunningham

Darryl Slattery

Darryn Taylor

Daryl Harlan

Dave Tangaere

David Smith

David Lee

David Dytor

Dean Caldwell

Dean Murray

Debbie Lee

Delwyn Ryan

Desmond Cropper

Dianne Byrne

Duncan Isle

Dwain Iafeta

Eru Kaiwai

Foe Pauga

Garry Brooks

Gary Simons

Gavin Alexander

Gavin Maxted

Geoffrey Yates

George Watson

Gerard Biggans

Glenda Gillan

Graeme Gillies

Graeme Taylor

Graeme Goldsack

Graham Wootton

Grant Thorn

Grant Philip

Grant Forward

Grant Weston

Greg Cox

Gregory Johnson

Gwen Yates

Hazel Libres

Heather Robinson

Ian Robinson

Jacob Villalon

Jamie Potaka

Jan Allport

Jason Kelly

Jeremy Gardiner

Jeremy West

Jeremy Hodson

Jeremy Boyd

Jessica Lee

Jim Joyce

Jo Jackson

Jo-Anne Dutton

Joanne Christoffel

John Pasene

John Barton

John Turner

John-Paul Harrison

Johnny Nadan

Joseph Roberts

Josephine Dando

Karen Prescott

Karl Newsome

Keith Davies

Kelly Tito

Kelvin Hughes

Ken Kaiwai

Kerry Stockwell

Kevin Hollis

Kevin Longstaff

Kevin McLean

Kevin Haggerty

Kevin Norwood

Lafaele Faifili

Leo Bouma

Lila Griffits

Lionel Smith

Lisa Guy

Lorraine Langan

Lucky Lopesi

Luke Martin

Malcolm Cockburn

Marc Smith

Maria Watts

Mark Richards

Mark Diskin

Mark Freeman

Mark Simes

Mark Svatos

Mark Paterson

Mark Alterator

Mark Smith (L&W)

Mark Smith (Fuel)

Matt Cooksley

Matthew Dent

Melissa Weaver

Mervyn Kelso

Michael Braybrook

Michelle Jones

Michelle Sonntag

Mike Carson

Mitchell Mcgoldrick

Murray Oliver

Ngaire Vaikai

Nicholas Edwards

Nigel Hargreaves

Otto Wulf

Owen Wilson

Patrick Brunton

Paul Gardiner

Paul Otuafi

Paula Oude-Alink

Peter Harwood

Peter Sofa

Peter Howells

Peter Watts

Peter Hawaikirangi

Peter Homan

Phil Morgan

Rachel Lukis

Rahimah Alderwick

Raymond Slade

Raymond Emke

Richard Thomas

Richard Krutz

Rob Hawira

Robert Bidois

Robert Andrew

Robert Leonard

Robin Bush

Rodney James

Roma Runga

Ronald Waters

Ross Adamson

Ross Hagenson

Ross Saunders

Rupend Lal

Sam Gunasinghe

Scott Hodges

Sean O’Brien

Shane Welch

Shane Beadle

Shane Carnie

Sheldon Williams

Simon Moir

Simon Hunter

Soloman Tawera

Sosefo Tolu

Stacey Nicholls

Stephen Britt-Foy

Stephen Comyns

Stephen Hancox

Steve Runciman

Steve Wallace

Steve Hoskin

Steve Harris

Stuart Rayner

Tamehana Bishop

Tene Taare

Teokotai Kaukura

Teresa Dufton

Tewi Lawson

Tim Bown

Timothy Wills

Tom Cargill

Tom Cook

Tony Johnson

Tracy Renata

Trevor Brown

Trevor Stowell

Vincent Bennett

Warwick Bell

Watene Davis

Wayne Houghton

Wayne Restieaux

Wei Shen

Weihong Song

Wendy Topless

Whaiti De Thierry

Whuia (Buck) Robinson

William Petersen

William Cavanagh


107

ANNUAL REPORT 2022

REGISTERED OFFICE AND
ADDRESS FOR SERVICE

330 Devon Street East, New Plymouth

0800 845 5494

movelogistics.com

AUDITORS

PricewaterhouseCoopers

PwC Centre, Level 4, 60 Cashel Street

Christchurch

BANKERS

ANZ Bank

23-29 Albert Street, Auckland

SOLICITORS

Duncan Cotterill

Level 2, Chartered Accountants House,

50 Custom House Quay, Wellington

SHARE REGISTRAR

Link Market Services Limited

Deloitte Centre, 80 Queen St, Auckland

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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