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MOVE Logistics Group Annual Report

Annual Report29 September 2021MOVIndustrials

Annual Report
2021

Moving

Forward.

/ CHARTING A NEW COURSE
We are building on the heritage of our company to create a world

leading integrated supply chain provider in New Zealand.

To do this, we are taking steps to ensure our business is fully optimised

and strongly positioned for the future.

We are being brave in identifying our weaknesses as well as our

strengths and doing what is needed to make MOVE a stronger, leaner

and more profitable business.

We will be bold in our actions as we deliver value for our people and our

customers and look to reduce our impact on the environment.

Delivering exceptional customer service is paramount and we will be

innovative in our thinking to ensure the best solution to meet the long

term needs of our customers.

As we move ahead under new leadership and with a rejuvenated

Board, we remain committed to continually improving safety, customer

service, our workplace environment, sustainability and shareholder

returns.

There is significant potential in, and for, our Group. Now is the time to

chart a new course that unlocks the potential of our business, delivers

value for all stakeholders and positions MOVE as the preferred transport

and logistics provider in New Zealand.

On behalf of the Board and management, we are pleased to present

the MOVE Logistics Group Limited Annual Report for

the year ended 30 June 2021. This Annual Report is dated

29 September 2021 and is signed on behalf of the Board by:

Trevor D Janes Lorraine Witten

Outgoing Chairman Incoming Chair

/ CONTENTS

FY21 Review 5

Looking Forward 14

Building a Better Business 19

Our Board 26

Financial Statements 31

Notes To The Consolidated

Financial Statements 35

Independent Auditor’s Report 72

Additional Statutory Information 78

Corporate Governance 86

23

ANNUAL REPORT 2021

ANNUAL REPORT 2021

/ MOVING FORWARD WITH A VALUE FOCUSED CULTURE / FY21 AT A GLANCE
OUR CUSTOMERS

We are focused on the needs of our customers. We

recognise without customers we have no business

and do what it takes to be our customers’ logistics

partner of choice. We are easy to do business with,

collaborate and learn from outcomes with our

customers.

SAFETY

We focus on team safety ensuring every employee

arrives home safe and sound whatever their role.

This includes training our staff in the latest safety

procedures and using quality equipment as part of

our processes.

OUR TEAM

We work together as a cohesive group, to empower

our individual strengths. All employees are given

the opportunity for growth and development. We

show pride in the appearance of ourselves and our

equipment. We all share a “can do” attitude.

SUSTAINABILITY

We want to be a leader in sustainable logistics

services. Creation of a sustainable strategy that

focuses on our people, customers, investors and

communities is important. Our strategy extends

to emission reduction targets and transparent

reporting, with the aim being a better environment

for us all.

INNOVATION

We strive to be leaders in logistics innovation and

welcome new technology with enthusiasm and

interest. We always look for ways to improve our

effectiveness and efficiency.

PROFESSIONALISM

We do what we say we will do. We act openly and

honestly both within the organisation and with our

customers. We value ethics, integrity and we do

what is right.

RESULTS DRIVEN

We are committed to providing the best services,

exceeding expectations of our customers and

creating sustainable value for our shareholders and

stakeholders.

OPERATING ENVIRONMENT

• Strengthening demand and constrained supply driving increase in cost pressures across

sectors. Businesses are passing on higher costs

• Supply chain capacity remains congested in New Zealand, leading to inflationary pressure

• Driver shortages becoming more acute

• Improved household income supports spending, with residential construction boosting

activity and oil prices rising

• Agriculture and forestry sector improving but aquaculture activity down

• Continued economic recovery expected, however, supply constraints could temper

growth

KEY EVENTS

• Opened new 6,000 sqm warehouse in Hamilton with cornerstone customer

• Completed acquisition of remaining shares in TNL International joint venture (Melbourne)

• Completed acquisition of assets of Fletcher Construction Asset Hub and entered into

long term contract with Fletcher Construction in July 2020 to supply heavy transport and

logistics services

• Continued to execute Freight Improvement programme

• Significant changes in share register

Post Balance Date

• Refinanced bank debt

• Chris Dunphy and Mark Newman joined the MOVE Board

• Chris Dunphy appointed Executive Director on 27 July 2021 following resignation

of the CEO

• Rebranded to bring businesses under the banner of MOVE, signifying a unified presence

across our end-to-end supply chain solutions

• Commencement of comprehensive business review

SAFETY PERFORMANCE

• Continued reduction in lost time injury frequency rate for the third year in a row

• Rolling out in-cab technology to help prevent fatigue events (% completed: Freight 90%,

Bulk Liquids 64%)

• Accepted into ACC Accredited Employer Program

Recognised with a Global Fleet

Champion Award for Company

Driver Safety

5

ANNUAL REPORT 2021

4

ANNUAL REPORT 2021

/ FY21 FINANCIAL PERFORMANCE
Group revenue was up 6% on the prior comparative

period (pcp) to $353.2m, with the continued

economic recovery in New Zealand driving activity

and demand across a range of sectors which

are important sales areas for MOVE, including

residential construction, infrastructure, food &

beverage and agriculture.

Earnings Before Interest, Tax, Depreciation and

Amortisation and non-trading items (EBITDA

1

) of

$61.3m was 7% ahead of the prior year and in line

with guidance.

Group EBITDA margin remained flat at 17% with

revenue gains from increased warehouse

capacity and specialist haulage project work

offset by increasing wage and fuel costs, higher

fleet maintenance costs and significant project

variations.

Four of MOVE’s five divisions delivered increased

revenue and EBITDA, with a slight decrease in the

International division which has been affected by

supply chain headwinds and Covid-19 restrictions.

The turnaround programme for the Freight division

continues with significant work still to come, focused

on improving utilisation and margins.

Net profit after tax was $0.9m including non-trading

and impairment post tax costs of $1.2m

2

. These

were associated with a discontinued IT project, joint

venture impairment and an acquisition which was

not progressed. Excluding these non-trading items,

NPAT was up 71% on prior year to $2.1m.

A prudent approach to capital expenditure in the

post-Covid environment saw spend reduced by

45%, while still maintaining baseline investment in

fleet and equipment maintenance and technology.

Capex is expected to increase in FY22 as the

company resumes sustaining capital expenditure,

and investment into fleet upgrades and technology.

Cashflow metrics remain positive with net cash

generated from operating cashflow increasing to

$43.2m as at 30 June 2021.

Total borrowings reduced to $70.2m at year end,

with $16.2m repaid during the year from cash as

well as net proceeds of $8.2m from the mandatory

convertible note placed in May 2021. Excluding

lease liabilities, net debt decreased to $65.2m as

at year end. The company had cash and cash

equivalents of $13.2m at period end. New financing

arrangements are in place for the FY22 year with

ANZ Bank and UDC Finance, providing improved

terms and tenure.

GROUP REVENUEEDITDA

Before non-trading items

1

EBITDA is Earnings Before Interest, Tax, Depreciation and Amortisation and non-trading costs excluding income and impairment from

associates. EBITDA is a non-GAAP measure

2

Non-trading costs of $1.5m excluding tax comprise $1.2m for a discontinued IT project and $0.3m associated with an acquisition which

was not progressed

SALES REVENUE BY DIVISION

EBITDA

1

BY DIVISION

EBITDA BEFORE

NON-TRADING

ITEMS

1,2


$61.3M

NORMALISED

NPAT UP 71% ON

PRIOR YEAR

$2.1M

NET PROFIT

AFTER TAX

$0.9M

REVENUE

$353.2M


0

FreightBulk LiquidsWarehousing

& Logistics

InternationalSpecialist

FY20FY21

FreightBulk LiquidsWarehousing

& Logistics

InternationalSpecialist

FY20FY21

$M

0

50

100

150

200

$M

0

5

10

15

20

25

30

$M

330

32054

56

58

60

62

340

350

360

FY20FY21

FY20FY21

FY20FY21

$M$M

0

5

10

15

20

FY20FY21

PERCENTAGE

1

2

3

EDITDA MARGIN

Before non-trading items

NPAT

Before non-trading items


0

FreightBulk LiquidsWarehousing

& Logistics

InternationalSpecialist

FY20FY21

FreightBulk LiquidsWarehousing

& Logistics

InternationalSpecialist

FY20FY21

$M

0

50

100

150

200

$M

0

5

10

15

20

25

30

$M

330

32054

56

58

60

62

340

350

360

FY20FY21

FY20FY21

FY20FY21

$M$M

0

5

10

15

20

FY20FY21

PERCENTAGE

1

2

3


0

FreightBulk LiquidsWarehousing

& Logistics

InternationalSpecialist

FY20FY21

FreightBulk LiquidsWarehousing

& Logistics

InternationalSpecialist

FY20FY21

$M

0

50

100

150

200

$M

0

5

10

15

20

25

30

$M

330

32054

56

58

60

62

340

350

360

FY20FY21

FY20FY21

FY20FY21

$M$M

0

5

10

15

20

FY20FY21

PERCENTAGE

1

2

3


0

FreightBulk LiquidsWarehousing

& Logistics

InternationalSpecialist

FY20FY21

FreightBulk LiquidsWarehousing

& Logistics

InternationalSpecialist

FY20FY21

$M

0

50

100

150

200

$M

0

5

10

15

20

25

30

$M

330

32054

56

58

60

62

340

350

360

FY20FY21

FY20FY21

FY20FY21

$M$M

0

5

10

15

20

FY20FY21

PERCENTAGE

1

2

3

7

ANNUAL REPORT 2021

6

ANNUAL REPORT 2021

FOREWORD FROM TREVOR JANES, OUTGOING CHAIRMAN
Both Jim Ramsay and myself are retiring by rotation at

this year’s annual meeting and we have both advised

that we will not be seeking re-election. Jim is one of the

founders of MOVE and without him, our company would

not exist. His deep industry knowledge and passion

for the sector have led to the creation of one of New

Zealand’s leading transport companies and we will

take the opportunity to acknowledge his invaluable

contributions at our annual meeting.

It has been a privilege to have been Chairman of MOVE

Logistics Group since its listing three years ago. As part of

our long term Board succession planning, I have stepped

down as Chairman of MOVE Logistics Group from

29 September 2021, with Lorraine Witten appointed as

Chair.

Lorraine has over 20 years’ governance experience and

has been Chair of MOVE’s Audit & Risk committee for

the past three years. She is a dynamic and experienced

director and was the unanimous choice of the Board for

Chair.

Our company is moving ahead in the next stage of its

journey with a refreshed Board and new leadership and

I am confident that MOVE has a long and exciting future

ahead of it.

Lorraine and I are pleased to jointly present this report for

the year ended 30 June 2021.

/ FY21 IN REVIEW

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ANNUAL REPORT 2021

ANNUAL REPORT 2021

We were pleased to deliver a year on year increase
in revenue and profit in a challenging environment

in FY21. However, we are conscious that our results

are not where we want them to be and we have

a comprehensive review underway to reset and

reposition our business.

MOVE Logistics Group remains one of New Zealand’s

largest transport and logistics groups, offering an

end to end supply chain solution. The challenges of

the last year have reinforced to us that now is the

time to shake things up and reposition our company

for the future.

The effects of the Covid-19 pandemic are ongoing

and will be with us for a while. Exacerbating this

has been the supply chain disruption, with a global

shortage of shipping containers and congestion at

ports further adding to supply chain woes. Shipping

companies and ports are working together to unlock

the congestion, however, we don’t expect to see a

material easing until late in calendar year 2021.

We are grateful for the efforts of all our people during

the last twelve months, who have continued to

ensure that our customer needs are met, no matter

what the conditions. My thanks go to all the MOVE

teams for their exceptional efforts over a challenging

period. We would also like to thank our shareholders,

our customers and our suppliers for their support

over this time.

Our priority when the pandemic first hit was the

health and safety of our people and we established

protocols to ensure our people remain safe while

operating as essential workers. At the time of writing

this report, New Zealand has once again been locked

down as the Delta variant hits our shores. Until

the majority of people are vaccinated, the serious

impact of Covid-19 will be ongoing, affecting people,

businesses and communities around the globe.

Economic Outlook

While the current momentum in the domestic

economy is expected to continue, supply and

capacity constraints could temper growth in the

short term. Continuing disruption is expected on

supply chains in FY22, with lockdowns, shipping

constraints, port closures and congestion affecting

the import and export of goods from New Zealand.

Inflationary pressures are now looking more

persistent, with increasing wage costs and the

continuing challenge of driver shortages in the

transport industry.

Private and public investment, as well as consumer

demand and Government spending, is expected

to drive demand in certain sectors such as

construction and infrastructure. We will be targeting

those sectors that offer value accretive opportunities

for the business.

The August/September 2021 Covid-19 restrictions

have materially impacted MOVE’s trading in the

first half of the FY22 year, with less Freight and Fuel

transport over this time as a result of reduced

economic activity and consumer demand. The

Board continues to closely monitor the situation and

the impact of any further extensions or restrictions

on the company’s performance. We are taking all

the necessary steps to keep our community and

employees safe and healthy, particularly those

drivers working as essential service workers.

Comprehensive Business Review

Our job now is to get the company match fit, to build

on our strengths to take MOVE Logistics Group into its

future.

We are conscious that our business must and will do

better. We are now taking bold steps to ensure our

For MOVE, the most obvious impact of the pandemic

has been to our clients. Large infrastructure projects

such as windfarms have been delayed, imported

goods are now being freighted directly to customers

to meet built up demand rather than warehoused

and, while some sectors such as residential

construction are booming, many others are suffering

such as tourism, manufacturing and aquaculture.

Our teams have worked alongside customers to

provide support and solutions during this time.

Initiatives undertaken during the year have

strengthened our business for this environment.

Of note, was the refinancing of the Group’s bank

facilities, replacing ASB Bank with ANZ and UDC

Finance, and with better terms and tenure. We

were pleased to re-establish relationships with

these organisations, both of which have a deep

understanding of the industry and our company.

Their support reflects the confidence they have in

our business, our strategy and our team.

The Freight Improvement programme continued to

progress, albeit with significantly more work still be

to be done. And we bought our businesses together

under the MOVE Logistics Group banner, signalling

a unified presence across our end-to-end supply

chain solution.

The sell down by the founders of the business has

introduced new shareholders and increased liquidity.

Following the resignation of the CEO, Chris Dunphy

agreed to take on an Executive Director role in July

2021.

Since balance date, Mark Newman, another

experienced transport and logistics executive, has

also been appointed as a Director. Both Chris and

Mark bring a wealth of experience with them and the

Board is already benefitting from their insights.

business is fully optimised and strongly positioned

for the future. Led by Chris Dunphy, a comprehensive

business review is underway to reset the business

and define a clear strategic pathway that will

deliver on our priorities of margin improvement,

better utilisation of assets and profitability. This will

lead to a clear strategy that unlocks the potential

of our business, delivers value for all stakeholders

and positions MOVE as the preferred transport and

logistics provider in New Zealand.

The first steps have already been taken with an

organisational restructure. The Warehousing &

Logistics and Fuel divisions are being combined

to better align core capabilities and will operate

as business units within a new Contract Logistics

division, with a focus on investing in resources

tailored to specific customer contracts. Margin

improvement and growing shareholder value remain

priorities for the Group.

An update, including the outcomes of the business

review, will be provided to shareholders at or before

the 2021 Annual Meeting.

The Board would like to thank shareholders for their

continued support. We are focused on creating

a world leading business and delivering the

improvements and value that our shareholders

expect and deserve. We look forward to the

challenge and the positive actions we are now

taking to make a step change in our business.

Trevor Janes Lorraine Witten

Outgoing Chairman Incoming Chair


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ANNUAL REPORT 2021

/ DIVISION PERFORMANCE
MOVE operates across five divisions,

with its three largest divisions – Freight,

Warehousing and Bulk Liquids - making

up ~90% of revenue and EBITDA. The

rebranding of the Group in July 2021 brings

the divisions and businesses together under

the banner of MOVE Logistics Group Limited.

FREIGHT

The first 12 months of the freight

improvement plan have been completed,

with early benefits being seen in operational

efficiency, customer interaction and back

office administration. Other transport modes

continue to be adopted as part of customer

solutions, with growing demand for multi-

modal solutions in response to supply chain

headwinds. However, margins remain below

acceptable levels with the increase in sales

offset by higher overheads. Initiatives are

being adopted to both improve margins

and return on capital employed (ROCE), and

‘fixing Freight’ is one of three top priorities for

FY22.

WAREHOUSING & LOGISTICS

Revenue and margins improved year

on year with revenue growth driven by

increased warehouse capacity, offset

by softer transport volumes and port

congestion in Auckland, and warehousing

utilisation levels in Christchurch.

Opportunities have been identified

to improve ROCE including property

rationalisation, capacity utilisation and

expansion into different market segments.

BULK LIQUIDS

Revenue and EBITDA improved year on year,

with a small decrease in margin as a result of

higher fleet and staff costs. MOVE’s Bulk Liquids

division provides a highly specialised service

and it remains one of the largest fuel haulage

providers in New Zealand. The business remains

alert to future opportunities and continues

to work closely with its partners to develop

the potential for both the use and haulage of

hydrogen fuel.

SPECIALIST

New business wins in the construction sector

and large windfarm projects have continued to

drive revenue increases, although significant

variations to windfarm project milestones have

had a small impact on margins. Existing assets

are being utilised for new project work, delivering

an improved ROCE. New opportunities are being

targeted which leverage MOVE’s specialist skills

and experience moving bulky and oversize items

onto difficult-to-reach sites. In particular, the

extension to the Tiwai Point Aluminium Smelter

has seen increased interest in a number of

electricity generation projects that could come

on stream in the next two to three years.

INTERNATIONAL

The International division had a challenging

year, with a number of clients yet to recover

to pre-Covid levels, as well as supply chain

headwinds. A slow and steady recovery is

expected, once Covid restrictions and port

congestion ease.

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ANNUAL REPORT 2021

ANNUAL REPORT 2021

/ MOVE-ING TO IMPROVE
WITH EXECUTIVE DIRECTOR, CHRIS DUNPHY

Chris Dunphy was appointed to the Board in July 2021, taking on the

role of Executive Director later that month following the resignation of

the CEO. He is currently leading a comprehensive review of the MOVE

business, with the goal to deliver improvement for all stakeholders.

Chris has a wealth of knowledge and experience in the transport and

logistics industry in New Zealand and Australia. He is a former executive

director of Mainfreight, joining the company in 1993 and helping to 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.

/ What does your role of Executive Director

entail?

The resignation of the previous CEO opened

up an opportunity for me to be more hands

on with the business. I invested in MOVE and

subsequently came on board as Executive

Director as I believe there is great potential

for our company to be the leader in the

transport and logistics sector in New Zealand.

/ Tell us more about the business review

that you are leading.

MOVE has grown and evolved over the

last 150 years and has a great platform for

growth. But the potential for the company

is not currently being realised. Our review is

looking at all aspects of the business.

We will be brave in identifying our

weaknesses as well as our strengths and

doing what is needed to make MOVE

a stronger, leaner and more profitable

business. Essential to our success is our

commitment to delivering value for our

people and our customers and reducing

our impact on the environment.

Three immediate priorities have been

identified to drive margin improvement,

better utilisation of assets and profitability:

• Turn around and reset the Freight division

• Define, invest in and deliver an attractive multi-

service solution for contracted clients

• Optimise the property footprint to service client

demand

We have already identified a number of exciting

opportunities to refocus our business, build on our

client partnerships and deliver innovative logistics

solutions. The potential to organically grow our

business is astounding and I look forward to sharing

an update with shareholders at or before MOVE’s

annual meeting.

/ How important are people and culture to MOVE’s

success?

People are our everything - they are the face of our

company and the ones delivering on our customer

excellence promise to our customers.

We are focused on building a culture that builds on

our values and empowers our people to deliver the

best possible service and solution to our customers.

Over the last 18 months, MOVE people have proved

their ability to adapt, innovate and overcome

obstacles in their quest to deliver excellence. They

have worked under challenging conditions as

essential workers during lockdowns, keeping both

themselves and our customers safe.

Health and safety remains paramount across all

levels of the business as we deliver on our vision

of “No Harm to People, the Environment or Assets”.

While there is always more to do, we were pleased to

see the Company’s injury frequency rates reducing

for the third year in a row.

Talent recruitment and retention is an important

pathway for our business and we will be aligning our

teams with strong executives capable of leading

change and transformation. We recognise that

women are under-represented in in our industry and

have plans in place to address this as much as we

can.

/ How do you see MOVE addressing the sector’s

environmental challenges?

We are conscious of the impact that the transport

industry has on New Zealand’s carbon emissions,

primarily from diesel fuel used by trucks. New

Zealand’s transport network and geography means

that trucks will always be an essential part of how

we move goods from a to b. However, there are

opportunities to reduce our carbon impact, through

the use of alternative fuels, upgrading to newer and

more fuel efficient trucks and by further developing

multi-modal freight solutions that benefit clients and

environment and supply chains.

MOVE has led the way in the sector, supporting

the use of hydrogen as an alternative fuel source.

We are now taking another bold step and have

confirmed an order for the first two HYZON hydrogen

fuelled trucks to come to New Zealand, making us

the first freight company in the country to utlise this

new and exciting alternative fuel opportunity.

/ What are your aspirations for MOVE over

the medium term?

We are focussed on providing shareholders,

team members and clients with a

commitment to improvement.

• We will improve our shareholder returns,

so that we are measured comparably to

our listed peers

• We will improve our facilities and

incentivise good outcomes to retain

good people and attract more like-

minded MOVErs

• We will improve our client response

times, our metrics and our ability

to make change that benefits our

customers’ businesses

• We will improve our commitment to all

stakeholders as to sustainability and our

carbon footprint.

I’m delighted to be a part of the MOVE team

and bringing the skills I’ve learned over

decades into what is already a really good

business to make it even better. That’s my

mission; that’s why I’m here.

MOVE is making history, having confirmed an order which

will make MOVE the first freight company in New Zealand

to have hydrogen fuel trucks in our fleet. The two HYZON

trucks are expected to be in service second half of 2022

and will add to the electric metro trucks we already

have operating in the Auckland area.

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ANNUAL REPORT 2021

ANNUAL REPORT 2021

Customer first approach
with focus on developing

and maintaining long

term relationships.

FIX THE FREIGHT DIVISION• Turn around and reset the Freight division

• Define and refine the sectors we operate in

• Target those sectors that offer value accretive

opportunities for the business

• Ensure that we have the right tools to do the job

• Manage for margin, not size

• Realign the culture from trucks to client

DEVELOP OUR ‘CONTRACT

LOGISTICS’ OFFERING

• Invest in our business in response to the

specific needs of contracted clients

• Customer first approach with focus on

developing and maintaining long term

relationships

• Attract high-calibre executives to grow this

offering

REPOSITION OUR ASSET BASE• Optimise the property footprint to best serve

client demand

• Exit company-owned vehicles in favour of

leases & Owner Drivers

• Invest in best-of-breed IT that can drive

operational improvement

• Attract good people and retain the best people

/ OUR PRIORITIES FOR FY22

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ANNUAL REPORT 2021

ANNUAL REPORT 2021

/ CONTINUALLY BUILDING A BETTER BUSINESS
We believe it is every business’ responsibility to add value and leave the

world in a better place. For us, that means continuing our sustainability

journey, supporting our people and engaging with our communities.

62,249 TONNES

CO2 EMISSIONS

3

13% FEMALE LEADERS

IN A TEAM OF 1,477

EMPLOYEES

OVER 50 FACILITIES

LOCATED IN

COMMUNITIES AROUND

THE COUNTRY

GENERATED 140,907 KW

OF SOLAR ENERGY FROM

OUR ROLLESTON

WAREHOUSE

ABOVE AVERAGE

EMPLOYEE

ENGAGEMENT

SCORE

65% OF OUR

WAREHOUSE FORKLIFT

FLEET IS ELECTRIC

3

Subject to final Toitū certification review

1819

ANNUAL REPORT 2021

ANNUAL REPORT 2021

/ OUR PEOPLE
Rochelle Scott is an owner driver for MOVE

Logistics, operating a fleet of three trucks,

a van and a forklift and employing other

drivers to assist her in the delivery of

goods around the Bay of Plenty region.

Originally a driver for Mainfreight, Rochelle

joined MOVE early in 2021 and says the

best thing about the change has been

the support and encouragement she has

received to help her achieve her goals.

“I couldn’t think of a job or occupation

I would rather do. I love driving trucks,

working with the MOVE team and delivering

the best customer service I can.”

Rochelle entered the transport industry

after time in the Army, as a professional

firefighter and working as a courier driver.

She says while the sector is changing,

there’s a lot of old school drivers, and it

took perseverance and hard work to prove

herself. But it’s an industry she loves and

she encourages anyone, including other

women, who love a challenge and being

out and about to consider it as a career.

“It’s not about gender – we are all owner

drivers and business people. We have the

same goals, want to do amazing things

and all want to be treated equally. MOVE

recognises this and is really supportive of

its people.”

With four children and a growing business,

Rochelle continues to step up and prove

herself time and again. She’s not resting

on her laurels and is planning to include

line haul trucks in her fleet at some time

in the future. But for now, she says, the

fun of working the metro route, jumping

in and out of her truck and working with

customers is something she can’t get

enough of.

Our people are the backbone of our business and

our team values recognise teamwork to empower

individual strengths, pride in our work and a ‘can

do’ attitude.

The industry continues to face challenges recruiting

young people and the border restrictions have

added to the labour shortages already confronting

the sector. We are working with partners to develop

a cadetship which would provide a gateway

programme for year 12 and 13 students, with a clear

pathway to gaining a full Class 5 licence and training

in the Fuel sector. We have also been working with

a logistics partner to support people back into the

workforce and provide further career development

opportunities.

The launch of our Emerging Leaders Group

programme, which focuses on supporting career

growth and development for frontline emerging

leaders in MOVE Freight, has been positively received

by participants. This will be an ongoing initiative as

we increase our focus on development and learning

across the Group.

We have 1,477 employees, from truck drivers to

warehouse staff, admin, support staff and managers.

The sector remains male dominated, with 18%

female employees across the company and 13%

in leadership roles. Encouraging more females

into the sector is a key goal for MOVE and will be a

focus for our cadetship programme. We will also

be addressing this need with targeted recruitment

and re-engineering driving roles to provide more

flexibility including investigating the opportunity for

job-sharing.

Our first Group-wide Employee Engagement Survey

generated valued feedback and insights into our

People & Culture programme. Pleasingly, at an

Individual level, our employees are feeling aligned

and appreciate the ability to be able to arrange

time off work when they need to. Our Managers are

recognised for building alignment and showing

genuine care towards employees’ wellbeing. At an

organisational level, there’s a good awareness of

what our company values are.

HEALTH, SAFETY AND WELLBEING

Staying safe, keeping others safe, and being

corporately responsible are fundamental to what

we are as an organisation. Operating our business

in this way helps us deliver on our 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.

Training was an important focus for the Health &

Safety team in FY21, with courses tailored to specific

roles and levels.

The Company’s injury frequency rates provide a lag

indicator of performance with the LTI rates reducing

for the third year in a row.

More information on health and safety can be read

on page 92 in the Governance Report.

“It’s not about gender –

we are all owner drivers

and business people. We

have the same goals,

want to do amazing things

and all want to be treated

equally. MOVE recognises

this and is really

supportive of its people.”

– Rochelle Scott

2021

ANNUAL REPORT 2021

ANNUAL REPORT 2021

/ ENVIRONMENT/ OUR COMMUNITIES
We recognise that the transport sector has an

impact on climate change and the environment.

As a business, we take this seriously.

We are at the start of our journey to measure,

monitor and reduce our emissions. Our carbon

footprint is dominated by diesel fuel and we have

an improvement programme in place to reduce

our emissions. This includes investing in electric

forklifts, installing solar panels on new warehouses

and building with sustainability in mind. In line with

this, 65% of the Warehousing division’s forklift fleet

has now been electrified. As we upgrade our fleets,

we will transition to new, more fuel efficient models.

Driver training also seeks to develop behaviour that

reduces the use of fuel on the road.

A Purr-fect Match

MOVE Freight Christchurch is continually looking at

ways to reduce the amount of waste sent to landfill.

In any given day, the business is transporting a wide

range of goods and supplies around the Canterbury

region and beyond. Occasionally food products may

be damaged in transit and when this happens, we

work with our customers to redirect items to a good

cause.

Our team works closely with local organisations

including Satisfy Food Rescue which re-directs

surplus perishable food that would otherwise have

been destined for landfill or animal feed, to those in

the community who most need it.

When a customer had a shipment of damaged dry

cat food, the MOVE team worked with them to find

the perfect new home – at the local SPCA shelter.

As a local business, supporting our local community

is important and so is helping our customers make

sustainable choices by redistributing these items to

those that need it.

We have over 50 branches, depots and warehouses

located in communities around the country. We

also work in partnership with many different groups

and organisations.

We are committed to adding value to our

communities and we support a number of charity,

businesses and organisations across our network.

Often it is the individuals in our teams that drive our

involvement, sharing their passion and desire to

make our communities a better place.

Blankets on Beds

The Hamilton team were challenged to step up and

take action after a local girl Hayley Minturn featured

on the One News segment ASB Good as Gold. Hayley

started her initiative, Blankets on Beds, when she

was just 11, buying blankets for a local emergency

housing charity. Now at 17, she has inspired her whole

school to get behind her and is supplying bedding to

multiple emergency housing providers.

The MOVE team partnered with Hayley, helping with

transport of bedding between suppliers and those

delivering it. It is a privilege to support young people

in our communities who are making a difference.

Driving Food Runs in New Plymouth

For many of us, when we feel hungry, we can go to

our fridge or pantry for a snack or meal. Sadly, for

some in our community, this is not a reality.

MOVE New Plymouth has partnered with Taranaki

Food Bank for a number of years, supplying the driving

power and trucks for the regular food runs. The use

of MOVE’s Metro trucks significantly increases the

amount that can be collected by volunteers.

Planting for future generations

Sometimes all it takes is a small amount of effort and time to make a big difference.

Duder Regional Park on the Whakakaiwhara Peninsula in Auckland was created in 1995. The

Auckland Regional Council manages the Peninsula as a farmed park, while also restoring

coastal forest, valley and wetland ecosystems.

Members of the MOVE Fuel Auckland Team dedicated their weekend time to take part in the

Duder Park planting day, assisting with plating of over 2,000 trees. Not disclosed to the team

prior to the day was the sheer climb to the top to then dig holes. However, the views and

camaraderie more than made up for the additional exercise and a great day was had by all...

building team spirt and benefiting the environment at the same time.

We are always humbled to

see how generous the people

and business of Taranaki are

with the food runs and we

are proud to be part of this

event each year.

2223

ANNUAL REPORT 2021

ANNUAL REPORT 2021

/ INVESTING IN TECHNOLOGY
Technology and the insights provided by

enhanced data analytics allow us to reduce

our cost to serve, improve operational

efficiency and add value to our customers.

Importantly, technology is also enhancing

our health and safety pathway, providing

access to online training to ensure our

people remain safe in their workplaces.

In the last 12 months, our initiatives have

ranged from:

• Automation of packing slip printing for

customers – this has saved our team

manually printing over 100 individual

packing slips a day

• Enhancement to the Freight mobility

software, enabling track and trace,

notification and milestone features

• Reporting and dashboards for key

customers

• Label printing kiosks allowing drivers and

freight handlers to print off consignment

labels without having to go to dispatch

• Assura health and safety system-

upgraded and consolidated across the

group

• Rollout of new cloud based all-in-one

spend management software which

includes accounts payable automation

• Integration of Atrax re-measure

equipment to MOVE’s TMS is enabling

automated weight and volume

adjustments to ensure customers are

charged the correct rates

In the next financial year, we will continue

to invest in technology that adds value for

our business and our customers. We will

be introducing image recognition to read

and load orders into our systems, adding

further tracking, integration and reporting

features for customers and maximising our

technology platform while continuing to

strengthen our cybersecurity processes to

ensure our data and systems are secure.

/ Tempo is the Transport Event

Management and Resource

Optimisation software system used in

our Freight business to deliver visibility

for our drivers and our customers.

Additional features were enabled in

FY21, making it easier to use for our

drivers and warehouse staff, and

allows our customers to track and

trace their freight as it travels through

our network.

The system follows a job from dispatch

and freight allocation to delivery and

includes many of the standard and

non-standard processes a driver may

need to carry out in the field.

2425

ANNUAL REPORT 2021

ANNUAL REPORT 2021

TREVOR JANES
OUTGOING CHAIR, AUDIT & RISK COMMITTEE CHAIR

APPOINTED 6 DECEMBER 2017

Trevor Janes has significant governance experience with a number of private

and public companies. During the year he was appointed as Chair of NZ RegCo,

having previously been a member of the NZX Markets Disciplinary Tribunal. His

career has been in investment banking and financial analysis and he is a Fellow

of INFINZ and of CA ANZ, a Member of the Chartered Financial Analysts Institute

(USA), and a Chartered Fellow of the Institute of Directors.

JAMES (JIM) RAMSAY

NON-INDEPENDENT DIRECTOR

APPOINTED 6 DECEMBER 2017

Jim has extensive experience in the New Zealand transport industry and has

spent some 45 years in lead management roles with Hookers, TNL/Newmans

Group and MOVE. He has been responsible for building MOVE from a local New

Plymouth trucking operation into a New Zealand wide transport force. He has

served as Chair of MOVE and several associated companies, and has played

a significant part in transport industry matters. He has been honoured with

Life Membership in his local Road Transport Association and is a Fellow of the

Chartered Institute of Logistics and Transport. In 2013 Jim was inducted into the NZ

Road Transport Hall of Fame. Jim resigned as executive director on 31 December

2019 and since then has been a non-executive director of the Company. Jim is a

substantial shareholder in the Company.

LORRAINE WITTEN

INCOMING 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 technology, ICT, construction, services and network economics, where she

has 30 years’ experience in senior management and finance roles. Lorraine has

20 years of governance experience and is a Fellow of the Institute of Directors.

She currently sits on the board of a number of private and public companies

including Pushpay, Horizon Energy Group and Rakon.

DANNY CHAN

INDEPENDENT DIRECTOR

APPOINTED 6 DECEMBER 2017

Danny is an experienced New Zealand director with extensive accounting and

finance and investment and education experience. He holds a number of

directorships with companies associated with his private investments both in New

Zealand and offshore. He is a member of the China Council and was a member

of the Department of Prime Minister and Cabinet-China Project Advisory Group.

He is a Trustee of Asia New Zealand Foundation and a member of University of

Auckland Business School Advisory Board. During the year Danny completed his

term as a member of the New Zealand Market Disciplinary Tribunal.

PETER DRYDEN

INDEPENDENT DIRECTOR

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

Port Taranaki and Aquafortus Limited. 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.

CHRIS DUNPHY

EXECUTIVE DIRECTOR

APPOINTED 1 JULY 2021

Chris Dunphy is a former executive director of Mainfreight and general manager

of Mainfreight’s international division. Chris joined Mainfreight in 1993 and

spearheaded their global growth-by-acquisition strategy, before resigning in

2003 to pursue private investments in a number of freight, shipping and logistics

businesses. Chris assumed the role of Executive Director of MOVE Logistics Group

on 27 July 2021.

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.

/ OUR BOARD AS AT 29 SEPTEMBER 2021

Move’s Board comprises directors with a wealth of skills and experience that add value to the business and for

shareholders. The ongoing rejuvenation of the Board has seen in two new appointees in the last six months, with

Chris Dunphy and Mark Newman joining the team. Both are alumni of Mainfreight and experienced transport

and logistics sector executives. In July 2021, Chris accepted the role of Executive Director and is currently leading

a comprehensive review of the business and operations.

Both Trevor Janes and Jim Ramsay are to retire by rotation at the 2021 Annual Meeting later this year. In line with

the Board’s succession planning, both Trevor and Jim have advised that they will not be standing for re-election.

Jim was a founding partner in the relaunch and expansion of what has today become one of New Zealand’s

largest transport and logistics businesses. Trevor is one of New Zealand’s most experienced directors and joined

the Board as Chair at the time MOVE listed on the NZX in November 2017. Both Trevor and Jim have been valued

members of the Board and Directors would like to take this opportunity to acknowledge and thank them for their

contributions.

More information on Governance at MOVE can be read on pages 86 to 93.

2627

ANNUAL REPORT 2021

ANNUAL REPORT 2021

Financial Statements
For the year ended 30 June 2021

2829

ANNUAL REPORT 2021

ANNUAL REPORT 2021

ANNUAL FINANCIAL STATEMENTS
ANNUAL FINANCIAL STATEMENTS JUNE 2021

CONTENTS

Consolidated Statement of Profit or Loss & Other Comprehensive Income1

Consolidated Balance Sheet2

Consolidated Statement of Changes in Equity3

Consolidated Statement of Cash Flows4

Notes to the consolidated financial statements5 - 41

DIRECTORS’ STATEMENT

FOR THE YEAR ENDED 30 JUNE 2021

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 2021 contained on pages 1 - 41.

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 2021. They do

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

For and on behalf of the Board

Trevor Janes - Chairman

25 August 2021

Lorraine Witten - Director

25 August 2021

1

ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS &

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2021

NOTES

30 JUNE 2021

$000

30 JUNE 2020

$000

Revenue 7353,247333,811

Gains on disposal of assets 869648

Lease income1,6321,333

Other income 1,05812,223

Total Income 7356,806348,015

Transport costs(136,891)(132,718)

Employee costs(127,609)(125,309)

Rental / lease expenses(3,459)(5,114)

Other operating expenses(27,533)(26,248)

Changes in contingent consideration-225

Depreciation of right of use assets(31,471)(28,460)

Other depreciation / amortisation expenses (14,891)(14,442)

Other non operating expenses(1,451)(104)

Impairment of investment in associates16.2(95)(440)

Total Operating Expenses 8(343,400)(332,610)

Finance costs relating to lease liabilities(8,046)(7,947)

Other finance costs - interest on borrowing(3,181)(3,940)

Interest income on short term deposit163

Operating surplus before income tax2,1803,581

Share of (loss) of associates (149)(86)

Profit Before Income Tax 2,0313,495

Income tax expense 9(727)(984)

PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS 1,3042,511

Profit attributable to:

Owners of the company8692,015

Non-controlling interests435496

1,3042,511

Other comprehensive income:

Comprehensive Income for the Period, Net of Tax --

TOTAL COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX 1,3042,511

Earnings per share for profit attributable to the ordinary

equity holders of the Company

CENTSCENTS

Basic and diluted earnings per share 110.992.31

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

notes.

DIRECTORS’ STATEMENTCONSOLIDATED FINANCIAL STATEMENTS

3031

ANNUAL REPORT 2021

ANNUAL REPORT 2021

2
ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

AS AT 30 JUNE 2021

NOTES

30 JUNE 2021

$000

30 JUNE 2020

$000

ASSETS

Current Assets

Cash and cash equivalents 12.113,21411,882

Inventories 5568

Trade and other receivables 12.249,75443,711

Tax receivable450

-

Advances to associates 12.3218305

Total Current Assets 63,69155,966

Non-Current Assets

Property, plant and equipment 13.187,78594,229

Right of use assets13.2164,826170,029

Intangible assets 13.321,17323,821

Investments in associates 16.2417653

Total Non-Current Assets 274,201288,732

TOTAL ASSETS 337,892344,698

EQUITY

Share capital1437,05437,054

Other reserves48-

Accumulated losses(873)(1,742)

Equity attributable to owners of the parent 36,22935,312

Non-controlling interest in equity1,7381,614

TOTAL EQUITY 37,96736,926

LIABILITIES

Current Liabilities

Trade and other payables 12.431,84027,050

Tax payable-461

Deferred revenue7504361

Borrowings 12.667,3526,100

Lease liability13.227,31025,882

Employee entitlements 12.512,52414,208

Provision for other liabilities and charges

-

294

Total Current Liabilities 139,53074,356

Non-Current Liabilities

Borrowings 12.62,81180,163

Lease liability13.2144,218147,600

Convertible note12.77,395-

Derivative financial instrument12.7834-

Deferred income tax liability 13.42,6823,340

Provisions for other liabilities and charges 13.52,4552,313

Total Non-Current Liabilities160,395233,416

TOTAL LIABILITIES 299,925307,772

TOTAL EQUITY & LIABILITIES 337,892344,698

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 2021

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 201935,449(2,364)-33,0851,23734,322

Adoption of NZ IFRS 16-765-765-765

Revised balance as at 1 July 201935,449(1,599)-33,8501,23735,087

Comprehensive income

Profit for the year-2,015-2,0154962,511

Other comprehensive income-

-----

Total comprehensive income-2,015-2,0154962,511

Transactions with owners:

Dividends and dividend reinvestment plan1,605(2,158)-(553)(119)(672)

Balance as at 30 June 202037,054(1,742)-35,3121,61436,926

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

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS

3233

ANNUAL REPORT 2021

ANNUAL REPORT 2021

4
ANNUAL FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2021

NOTES

30 JUNE 2021

$000

30 JUNE 2020

$000

Cash flows from operating activities

Receipts from customers 351,850344,947

Interest received 163

Dividends received 51218

Deferred consideration-(4,000)

Payments to suppliers and employees (295,389)(298,291)

Government subsidy received26710,723

Notional finance charge on NZ IFRS 16 leases(8,046)(7,947)

Interest paid (3,011)(3,652)

Income tax paid (2,504)(1,205)

Net cash generated from operating activities 15.143,21940,856

Cash flows used in investing activities

Purchase of business, net of cash acquired(230)(5)

Purchase of property, plant and equipment(6,253)(13,428)

Proceeds from sale of property, plant and equipment1,4676,584

Purchase of intangible assets(359)(2,190)

Advances to associates -275

Net cash used in investing activities (5,375)(8,764)

Cash flows from financing activities

Repayment of borrowings15.2(16,242)(5,721)

Proceeds from borrowings-2,750

Convertible note15.28,200-

Repayment of lease liability (NZ IFRS 16)15.2(28,099)(22,956)

Dividends paid to shareholders / non-controlling interests(371)(672)

Net cash flow used in financing activities(36,512)(26,599)

Net increase in cash and cash equivalents1,3325,493

Cash and cash equivalents at beginning of year 11,8826,389

Cash and cash equivalents 30 June13,21411,882

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

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 (formerly known as TIL Logistics Group limited, refer note 21) (“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, storage 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 listed on the NZX Main Board.

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 2021, 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 Reporting 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.

CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3435

ANNUAL REPORT 2021

ANNUAL REPORT 2021

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.

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

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


During the year the Company has revised its accounting policy in relation to upfront configuration and customisation

costs incurred in implementing Software-as-a-Service (SaaS) arrangements in response to the IFRIC agenda decision

clarifying its interpretation of how current accounting standards apply to these types of arrangements. The new

accounting policy is disclosed in note 13.3. There are no significant customisation or configuration costs and therefore no

material impact on 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 2021 that will have a material impact on the consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7

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.

2021

$000

2020

$000

Trade and other receivables

Trade receivables47,41843,740

Credit loss provision(1,152)(2,952)

Total trade receivables46,26640,788

Accrued revenue1,476717

Sundry receivables497534

Advances to associates218305

Cash and short term bank deposits

Bank with AA- credit rating13,21411,882


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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3637

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8
3.1. CREDIT RISK MANAGEMENT (CONTINUED)

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:

2021

$000

2020

$000

At 1 July2,952865

Provision for impairment recognised during the year193393

Provision for credit notes to revenue(1,770)1,770

Receivables written off during the year as uncollectible(223)(76)

At 30 June 1,1522,952

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 2020

Gross carrying amount36,3062,8382,0322,56443,740

Baseline32267193352934

Specific-7931,225-2,018

Total expected credit loss rate0.9%30.3%70.0%13.7%

Credit loss provision3228601,4183522,952

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


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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9

3.1. CREDIT RISK MANAGEMENT (CONTINUED)

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 $1,152,000 (2020: $934,000), 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 20241.59% p.a.

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

Comprehensive Income. As part of refinancing, the swap was novated to the ANZ Bank Limited and the interest rate is

now 1.625% p.a. (refer note 21).


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 $575,000 (2020: $663,000).

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:

2021

$000

2020

$000

Expiring within one year (bank overdraft)

2,00010,000

Total2,00010,000


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3839

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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

2020

Borrowings9,15078,6523,025-90,82786,263

Lease liabilities33,17930,28766,55486,556216,576173,482

Trade and other

payables

27,050---27,05027,050

Employee entitlements14,208---14,20814,208

Total83,587108,93969,57986,556348,661301,003

2021

Borrowings69,7179662,059-72,74270,163

Convertible note4104101,162-1,9828,229

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

Trade and other

payables

31,840---31,84031,840

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

Total 149,00032,85667,62480,748330,228294,284

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 2021 is as follows:

2021

$000

2020

$000

Bank borrowings70,16386,263

Convertible note8,229-

Less: cash and cash equivalents(13,214)(11,882)

Net debt (excluding lease liabilities)65,17874,381

Equity37,96736,926

Gearing ratio63.2%66.8%


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.

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. Working capital

The Group has a negative working capital balance. Management note the impact of the current lease liability on the

current liability balance and consider that there are assets available to meet the Group’s liabilities as they fall due. In

addition, the Group notes the classification of debt as current and its use of the going concern basis given refinancing

(refer note 12.6). Given the liability profile, aspects of the balances presented as current liabilities will be funded by the

ongoing future activities of the business and new funding arrangements.

c. 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).



5. RECONCILIATION TO GAAP MEASURE


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

comply with International Financial Reporting Standards (“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:

• EBITDA (a non-GAAP measure) represents profit before income taxes (a GAAP measure), excluding interest

income, interest expense, depreciation and amortisation, share of loss of associates, bargain on acquisition,

impairment of investment in associates, deferred consideration, asset impairment and acquisition related costs

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

• EBIT (a non-GAAP measure) represents profit before income taxes (a GAAP measure), excluding interest

income, interest expense, share of loss of associates, bargain on acquisition, impairment of investment in

associates, deferred consideration, asset impairment and acquisition related costs (non operating expenses) and

advisor costs 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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4041

ANNUAL REPORT 2021

ANNUAL REPORT 2021

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 2021

$000

12 months to

June 2020

$000

Profit Before Income Tax (GAAP measure)2,0313,495

Add back:

Share of loss of associates 14986

Finance costs11,22611,824

Impairment of investment in associates95440

Other non operating expenses

- Asset impairment1,133-

- Acquisition related costs318104

Bargain on acquisition-(1,106)

Depreciation & amortisation 46,36242,902

Deferred consideration and advisor costs expensed -(225)

EBITDA (non-GAAP measure) 61,31457,520

Reconciliation to GAAP measure 12 months to

June 2021

$000

12 months to

June 2020

$000

Profit Before Income Tax (GAAP Measure)2,0313,495

Add back:

Share of loss of associates 14986

Finance costs (net)11,22611,824

Impairment of investment in associates95440

Other non operating expenses

- Asset impairment1,133-

- Acquisition related costs318104

Bargain on acquisition-(1,106)

Deferred consideration and advisor costs expensed-(225)

EBIT (non-GAAP measure) 14,95214,618

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.

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

can be aggregated into six 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 type of customers

serviced, and the nature of the distribution channels.

In addition to GAAP measures, the Group CEO also uses non-GAAP measures (EBITDA and EBIT) to assess the commercial

performance of the segments (refer note 5). 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. They also carry out specialist moving

jobs.

FREIGHTING

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

range of freight types.

WAREHOUSING & LOGISTICS

This segment specialises in warehousing and supply chain capabilities which enable comprehensive supply chain

solutions to customers.

BULK LIQUIDS

This segment includes the service for delivery of various bulk liquid goods.

CORPORATE

This segment includes our corporate services function.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4243

ANNUAL REPORT 2021

ANNUAL REPORT 2021

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

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

InternationalSpecialistFreightingWarehousing

& Logistics

Bulk LiquidsCorporate Total

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

Year ended 30 June 2020

Total segment revenue 8,97618,722168,17673,55678,798-348,228

Inter-segment revenue (4)(312)(6,949)(2,245)(4,907)-(14,417)

Revenue from external customers 8,97218,410161,22771,31173,891-333,811

EBITDA2,5635,36416,93321,52313,919(2,782)57,520

Depreciation - tangible assets1071,9595,6592,6331,58124512,184

Depreciation - ROU assets1177189,25112,8615,41210128,460

Depreciation - intangible assets19-291,851-3592,258

EBIT2,3202,6871,9944,1786,926(3,487)14,618

Assets7,94725,932143,200110,95742,18014,482344,698

Liabilities4,1733,902104,78377,25633,07884,580307,772

Capital expenditure including

intangibles

5012,3425,9833,0482,5782,71317,165

Year ended 30 June 2021

Total segment revenue 8,24224,301181,21973,89282,862-370,516

Inter-segment revenue (9)(182)(12,226)(162)(4,690)-(17,269)

Revenue from external customers 8,23324,119168,99373,73078,172-353,247

EBITDA2,0756,83317,61823,97014,456(3,638)61,314

Depreciation - tangible assets1462,0705,8902,6491,52430212,581

Depreciation - ROU assets23297110,42814,3555,32416131,471

Depreciation - intangible assets156121,840-4012,310

EBIT1,6963,7361,2885,1267,608(4,502)14,952

Assets11,47127,419136,775114,25735,11212,858337,892

Liabilities7,1377,141100,39180,79828,75475,704299,925

Capital expenditure including

intangibles

1792871,7142,0212,2107497,160

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 $46,500,000 (2020: $43,800,000) are derived from a single external customer which exceeds 10%

or more of our entity’s revenue. These revenues are attributed to the Bulk Liquid 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:

2021

$000

2020

$000

Freight295,463277,881

Warehousing48,13045,809

Trading9,65410,121

Total Revenue353,247333,811

Timing of revenue recognition

June 2021June 2020

$000$000

Over time

353,247333,811

At a point in time

--

Total Revenue

353,247333,811

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 received 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 $361,000 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 2021 will be recognised as revenue during the next reporting period ($504,000).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4445

ANNUAL REPORT 2021

ANNUAL REPORT 2021

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 $267,000 (2020: $10,723,000) are included in the ‘other income’ line item. There are no

unfulfilled conditions or other contingencies attached to these grants. The Group did not benefit directly from any other

forms of government assistance. 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


2021

$000

2020

$000

Transport costs

1

136,891132,718

Employee costs (note 8.1)127,609125,309

Property lease expenses5741,129

Operation lease expenses2,8853,985

Trading and warehousing expenses5,0216,002

Communications5,8604,892

Occupancy costs6,6546,118

Travel and accommodation3,9833,378

Bad debts193393

Foreign exchange loss2437

Remuneration paid to principal auditors (PwC)

Assurance services

Audit and review of financial statements, including associated disbursements325353

Non-assurance services

Other advisory services related to:

-Remuneration benchmarking-19

-Taxation services38-

Donations1820

Directors fees 430398

Depreciation and amortisation46,36242,902

Impairment of investment in associates95440

Net change in contingent consideration and advisor costs-(225)

Non operating expenses

2

1,413104

Share based payments57-

Other expenses4,9684,638

Total operating expenses343,400332,610


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 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 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% - 10%.

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.

2021

$000

2020

$000

Wages, salaries & leave costs120,244118,043

Superannuation fund contributions2,9792,806

Other employee related costs4,3864,460

Total127,609125,309

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.


2021

$000

2020

$000

Current tax on profit for the year(1,463)(1,760)

Adjustments in respect to prior years(26)(46)

Deferred tax762822

(727)(984)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4647

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18
9. INCOME TAX EXPENSE (CONTINUED)

The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense

in the financial statements as follows:


2021

$000

2020

$000

Profit before income tax2,0313,495

Add back:

Contingent consideration-(225)

Impairment of investment in associates95440

Share of loss of associates14986

Bargain on acquisition-(1,106)

2,2752,690

Prima facie tax (payable) at 28%(637)(753)

Tax effects of:

Expenses not deductible(64)(185)

Prior year adjustment(26)(46)

Income tax expense(727)(984)

Imputation credits

2021

$000

2020

$000

Imputation credits available for use in subsequent periods7,5605,028

Refer note 21 for subsequent events in relation to imputation credits.

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.

No dividends have been declared or recognised in the current year (2020: nil).


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19

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.


12 months to 30

June 2021

12 months to 30

June 2020

$000$000

Profit attributable to the owners for the year 8692,015

Weighted average number of shares87,684,88287,363,352

CentsCents

Basic & diluted earnings per share 0.992.31


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 profit or loss in the statement of 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

2021

$000

2020

$000

Cash and cash equivalents

12.1

13,21411,882

Trade and other receivables

1

12.2

48,23942,039

Advances to associates

12.3

218305

Total61,67154,226

1

excluding prepayments

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4849

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20
12. FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONTINUED)


FINANCIAL LIABILITIES AT AMORTISED COST

Financial LiabilitiesNotes

2021

$000

2020

$000

Trade Payables

1

12.4

30,42526,031

Employee entitlements

12.5

12,52414,208

Borrowings

12.6

70,16386,263

Convertible note

12.7

8,229-

Total121,341126,502

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 $49,391,000 (2020: $44,991,000 ).

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:

2021

$000

2020

$000

Cash13,21411,882

Bank overdrafts (undrawn, refer note 3.3)--

Total13,21411,882

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21

1ʥ.ʥ. TRADE AND OTʻER RECEIˉAʵʿES (CONTINUED)


2021

$000

2020

$000

Trade receivables47,29043,642

Trade receivables related parties 12898

Less expected credit loss (refer note 3.1(a))(1,152)(2,952)

Net trade receiva˕les46,26640,788

Accrued revenue1,476717

Sundry receivables497534

ʹinancial assets at amortised cost48,23942,039

Prepayments1,5151,672

Total trade and other receivables49,75443,711

Trade receivables are generally due for settlement within 30 to 90 days.

12.3. ADVANCES TO ASSOCIATES

2021

$000

2020

$000

Eamonn Stephen Farrell-88

UNITE Logistics Limited

1

218217

Total218305

1

The advance with UNITE Logistics Limited is due on demand and is non-interest bearing.

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.


2021

$000

2020

$000

Trade payables19,94516,851

Trade payables related parties164181

GST payable1,4151,019

Lease incentive461121

Accrued expenses9,8558,878

Total31,84027,050


Trade payables are unsecured and are usually paid within 30 to 60 days of recognition.

12.5 EMPLOYEE ENTITLEMENTS

2021

$000

2020

$000

Leave provision8,5878,343

Salary and wage accruals3,9375,865

Total12,52414,208

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5051

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22
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 ASB Bank Limited (ASB) facilities include a $65m revolving committed cash facility, an overdraft facility of $2m, a

term loan of $1.5m and bank guarantee’s totalling $10.8m (refer note 3.3).

30 June

2021

$000

30 June

2020

$000

Non-Current

Secured loan ASB -76,488

Secured loan Mainland Capital / De Lage Landen564

Secured loan Toyota Finance2,8063,611

2,81180,163

Current

Secured loan ASB 66,4885,259

Secured loan Mainland Capital / De Lage Landen5972

Secured loan Toyota Finance805769

67,3526,100

Total secured borrowings70,16386,263

The ASB facilities are secured by way of a first ranking security over the Group’s assets and undertakings.

Toyota Finance Limited holds a registered security over the motor vehicles that relate to the assets used as security for

the ATL Limited acquisition.

The Group is required to comply with a number of financial covenants. These are as follows:

• Leverage Ratio of <3.5x

• Interest Cover Ratio of >3.0x

• Debt Service Cover Ratio of >1.2x

• Operating Leases Commitments for fleet & equipment are <$70m

The Group has fully complied with the reset covenants and undertakings to 30 June 2021.

Subsequent to year end, as a result of the 30 June 2022 expiry of its current facility with the ASB the Group has

negotiated new facilities with ANZ Bank Limited (ANZ) and UDC Finance Limited (UDC). These facilities include:

• 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

Based on forward looking forecasts and the financial covenants agreed with the ANZ and UDC 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 (refer note 21).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23

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

assumption, 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 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.

In May 2021 the Group issued $8.2m (2020: $0) 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 of the convertible note.

The movement in the carrying value of the convertible notes liability is as follows:

2021

$000

2020

$000

As at 1 July--

Proceeds of issue of convertible note8,200-

Capitalised interest costs using the effective interest method(832)-

Fair value of embedded derivative liability at date of issue27-

As at 30 June7,395-

The movement in the carrying value of the convertible note derivative liability is as follows:

2021

$000

2020

$000

As at 1 July--

Fair value of embedded derivative liability at date of issue832-

Fair value movement2-

As at 30 June834-


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5253

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24
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 2020

Convertible notes - derivative----

At 30 June 2021

Convertible notes - derivative--834834



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.

This discount rate applied

at 30 June 2021 was

4.5%.

The higher the volume

weighted average

market price the more

valuable the options

become. The convertible

notes convert based

a fixed discount on

the share price at

conversion. An increased

in the market share

price of plus or minus

10% would not have a

notable impact of the

contract due to the

options converting at a

fixed discount on market

price.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 25

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 sub ̋ect 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 Єows (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. ʻistorical 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 Єow 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 (Sʿ) method.


Years

Depreciation

rate

Method

Plant and equipment - leasehold improvements1 - 162.5ʘ - 50ʘSʿʢDV

ˀotor vehicles - trucks 0.5 - 14-Sʿ

ˀotor vehicles - trailers0.5 - 18 -Sʿ

Plant and equipment 1 - 307.5ʘ - 67ʘSʿʢDV

ˀotor vehicles - other1 - 2513ʘ - 30ʘSʿʢDV

Office equipment 1.5 - 148ʘ - 67ʘSʿʢDV

Furniture and fittings0.5 - 144ʘ - 67ʘSʿʢDV

ʿeased assets1 - 12 -Sʿ

ʿand and buildings0ʘ - 30ʘDV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5455

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26
13.1. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

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.

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 2019

Cost604156,1384,27820,727801182,548

Accumulated depreciation(260)(77,757)(2,806)(9,412)-(90,235)

Net book amount34478,3811,47211,31580192,313

Year ended 30 June 2020

Additions-4,3395661,1218,94814,974

Acquisition of subsidiaries-5,0087361-5,142

Disposals(23)(1,497)(1)(101)(4,394)(6,016)

Transfers-1,97261,004(2,982)-

Depreciation charge(10)(9,510)(591)(2,073)-(12,184)

Closing net book amount31178,6931,52511,3272,37394,229

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 30 June 2021

Cost580155,9445,49125,788320188,123

Accumulated depreciation(277)(82,619)(3,958)(13,484)-(100,338)

Closing net book amount30373,3251,53312,30432087,785

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27

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

4.49% (2020: 4.48%).

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:

20212020

Right of use assets$000$000

Opening net book value 1 July170,029-

Recognised on transition-177,992

Additions25,72317,818

Disposals(2,015)(149)

Modifications to leases2,5602,828

Depreciation for the period

- Property(20,510)(17,851)

- Motor vehicles(10,239)(9,923)

- Other(722)(686)

Closing net book value 30 June164,826170,029

Cost222,665198,411

Accumulated depreciation(57,839)(28,382)

Net book value 30 June164,826170,029

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5657

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 28
13.2. ROU ASSETS AND LEASE LIABILITIES (CONTINUED)


20212020

Right of use assets$000$000

At 30 June

Property129,641127,849

Motor vehicles32,89939,473

Other2,2862,707

Total right of use assets164,826170,029


Lease liabilities$000

Opening lease liabilities at 1 July 20173,482

Additions27,158

Interest for the period8,046

Lease payments made(36,145)

Disposals(4,501)

Modifications3,488

Lease liabilities at 30 June 2021171,528


Lease liabilities maturity analysisMinimum lease

payment

InterestPresent value

$000$000$000

Within one year34,5097,19927,310

One to five years95,88419,39276,492

Beyond five years80,74813,02267,726

Total211,14139,613171,528

Current lease liabilities34,5097,19927,310

Non-current lease liabilities176,63232,414144,218

Total211,14139,613171,528


20212020

Lease liabilities$000$000

At 30 June

Current lease liabilities27,31025,882

Non-current lease liabilities144,218147,600

Total171,528173,482

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29

13.2. ROU ASSETS AND LEASE LIABILITIES (CONTINUED)

Lease related expenses included in the Consolidated Statement of Profit & Loss & Other Comprehensive Income:

20212020

$000$000

For the year ended 30 June

Depreciation31,47128,460

Short term lease3,4595,114

Interest on leases8,0467,947

Total42,97641,521



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 six years. Amortisation expense is recognised in the profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5859

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30
13.3. INTANGIBLE ASSETS (CONTINUED)


Goodwill

Computer

software

Work in

progress

Customer

lists

Total

$000$000$000$000$000

At 1 July 2019

Cost15,0203,776-10,13228,928

Accum. amortisation and impairment-(1,530)-(3,489)(5,019)

Net book amount15,0202,246-6,64323,909

Year ended 30 June 2020

Additions-312,160-2,191

Disposals--(21)-(21)

Transfers-(31)31--

Amortisation/impairment charge-(652)-(1,606)(2,258)

Closing net book amount 15,0201,5942,1705,03723,821

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/impairment charge-(665)(1,283)(1,645)(3,593)

Closing net book amount15,2172,0541383,76421,173

At 30 June 2021

Cost15,2174,90213810,50530,762

Accum. amortisation and impairment

-(2,848)-(6,741)(9,589)

Closing net book amount15,2172,0541383,76421,173


The Group has classified its goodwill into the following cash-generating units (CGUs):

2021

$000

2020

$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

555555

TNL International Australia Pty Limited197-

Total15,21715,020

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31

13.3. INTANGIBLE ASSETS (CONTINUED)

The Group tests goodwill for impairment using value in use calculations with cash flow projections based on a five-year

period. Management has prepared an upside, downside and base scenario for each CGU. Each of these include the three

years of 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.

Management exercises judgement in confirming the carrying value of goodwill, considering a wide range of inputs

including the state of the industry and market movements. Management has concluded that there are no impairments

for any of the CGUs at 30 June 2021. The MOV

e Logistics & Warehousing Limited and MOVe Freight Limited CGU’s have

significant goodwill balances at 30 June 2021.

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 2020

MOV

e Logistics &

Warehousing Limited

9.1%10.2%1.7%2.1%3.0%1.9% - 2.0%

MOV

e Freight Limited

9.5%11.0%1.7%0.6%7.6%0.0% - 5.2%

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%

*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 in GDP, market conditions and opportunities for growth within the industry

and is in line with the mid-point between long term GDP predictions and inflation (as measured by the consumer price

index).

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 to fill the additional capacity as a result of the new

warehouses and opportunities for growth in new and existing customers. 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 2021 by the following amounts:

• MOV

e Logistics & Warehousing Limited CGU: $25.1m

• MOV

e Freight Limited CGU: $31.5m


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 2021 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6061

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 32
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:


ʷe ̇erred ta˫ ʛ˟ia˕i˟itiesʜ

Opening

balance

Recognised in

ˣroЃt or ˟oss

ʴcquisition o ̇

subsidiaries

Closing

balance

$000$000$000$000

2020

Property, plant and equipment(6,528)(778)(355)(7,661)

Right of use assets / lease liability-967-967

Provisions and accruals2,426633393,098

Carry forward losses--256256

ˇota˟ de ̇erred incoˠe ta˫(4,102)822(60)(3,340)

2021

Property, plant and equipment(7,661)(347)(104)(8,112)

Right of use assets / lease liability967909-1,876

Provisions and accruals3,098200-3,298

Carry forward losses256--256

ˇota˟ de ̇erred incoˠe ta˫(3,340)762(104)(2,682)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 33

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

Legal claim

provision

Total

$000$000$000

At 1 July 2019767-767

Additional provisions1,5812941,875

Released to profit or loss(35)-(35)

At 30 June 20202,3132942,607

At 1 July 20202,3132942,607

Additional provisions298-298

Utilised / released to profit or loss(156)(294)(450)

At 30 June 20212,455-2,455


a. Information about individual provisions and significant 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 202130 June 2020

Shares$000Shares$000

Issued & paid-up capital - ordinary shares

Balance at the beginning of the period87,684,88237,05486,347,60835,449

Shares issued - dividend reinvestment plan--1,337,2741,605

Balance at the end of the period87,684,88237,05487,684,88237,054

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6263

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 34
15. CASH FLOW INFORMATION

15.1 CASH GENERATED FROM OPERATIONS

2021

$000

2020

$000

Reported profit after tax1,3042,511

Non-cash items

Gain on lease modification(121)-

Depreciation expense44,05140,644

Amortisation expense2,3112,258

Bad debts193393

Amortisation of bank fees168287

Contingent consideration-(225)

Bargain on acquisition-(1,106)

Impairment of investment in associates95440

Foreign exchange losses on operating activities2437

Non trading expenses1,283-

Share based payments57-

Cumulative translation adjustment(9)-

49,35645,239

Impact of changes in working capital

Tax receivable / deferred tax(1,776)(200)

Trade and other receivables(4,650)9,681

Creditors and accruals/employee entitlements1,291(12,092)

Creditors relating to purchase of PPE(547)(1,545)

Inventories13234

43,68741,317

Items classified as investing or financing activities

Profit on disposal of property, plant and equipment(617)(547)

Loss for associates14986

Net cash flow from operating activities43,21940,856

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 35

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.

2021

$000

2020

$000

Cash and cash equivalents13,21411,882

Lease liability - repayable within one year(27,310)(25,882)

Borrowings - repayable within one year (including overdraft)(67,352)(6,100)

Lease liability - repayable after one year(144,218)(147,600)

Borrowings - repayable after one year(2,811)(80,163)

Convertible note - repayable after one year(8,229)-

Net debt(236,706)(247,863)

Cash and liquid investments13,21411,882

Liability - incremental borrowing rate(171,528)(173,482)

Borrowings - fixed interest rates(31,905)(24,517)

Borrowings - variable interest rates(46,487)(61,746)

Net debt(236,706)(247,863)

Liabilities from financing activities

Convertible

note

BorrowingsLeasesSubtotalCash/bank

overdraft

Total


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

Net debt as at 1 July

2019

(84,317)-(84,317)6,389(77,928)

Recognised on

adoption of NZ IFRS 16

--(176,191)(176,191)-(176,191)

Cash flows-2,97122,95625,9275,49331,420

Acquisitions-(4,629)-(4,629)-(4,629)

Lease additions--(17,841)(17,841)-(17,841)

Other non-cash

movements

-(288)(2,406)(2,694)-(2,694)

Net debt as at 30

June 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

movement

(29)(142)(7,033)(7,204)-(7,204)

Net debt as at 30

June 2021

(8,229)(70,163)(171,528)(249,920)13,214(236,706)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6465

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 36
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 are incorporated in New Zealand.

All subsidiaries results up to 30 June 2021 have been incorporated in the consolidated financial statements.

SubsidiaryFormerly named

1

Shareholding

30 June 2021

Shareholding

30 June 2020

Balance

date

Principal activity

MOV

e Freight Limited

TIL Freighting Limited100%100%30 JuneTransport operator

MOV

e Fuel Limited

Pacific Fuel Haul Limited100%100%30 JuneTransport operator

Alpha Custom Services

Limited

-60%60%30 JuneInternational freight

forwarder

Pacific Asset Leasing

Limited

-100%100%30 JuneAsset leasing

MOV

e International

Limited

Hookers Shipping Limited100%100%30 JuneShipping agent

and logistics

MOV

e (McAuleys)

Limited

McAuley’s Transport

Limited

100%100%30 JuneTransport operator

MOV

e Logistics &

Warehousing Limited

MOVE Logistics Limited100%100%30 JuneWarehousing and

distribution

Southern Fleet Leasing

Limited

-100%100%30 JuneAsset leasing

MOV

e (NZL) Limited

NZL Group Limited100%100%30 JuneWarehousing and

distribution

TNL International Limited-50%50%30 JuneInternational freight

forwarder

Appian Transport Limited-100%100%30 JuneNon trading

Global Logistics Group

Limited

-100%100%30 JuneNon trading

MOV

e Specialist Lifting

and Transport Limited

Specialist Lifting and

Transport Group Limited

100%100%30 JuneHeavy Haulage

TNL Logistics Limited-100%100%30 JuneNon trading

Transport Nelson Limited-100%100%30 JuneNon trading

MOV

e Investments

Limited

Transport Investments

Limited

100%100%30 JuneCorporate services

Pacific Liquid Logistics

Limited

-100%100%30 JuneNon trading

MOV

e (ATL) Limited

ATL Limited100%100%30 JuneTransport operator

TNL International

(Australia) Pty Limited

-40%23.75%30 JuneInternational freight

forwarder


1

Name changes occurred on 27th July 2021 (refer note 21).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 37

16.2 INTERESTS IN ASSOCIATES


Set out below are the associates of the Group as at 30 June 2021 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

20212020

2021

$000

2020

$000

UNITE Logistics Limited

1

New Zealand50%50%Associate

Equity method

88353

Emerald Truck Services Limited

2

New Zealand50%33.3%AssociateEquity method329225

Total417578


1

UNITE Logistics Limited is a transport services provider for the Auckland and surrounding area’s construction industry, specialising in crane transport. This service

complements the Group’s current transport services. 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

2021202020212020

$000$000$000$000

Suˠˠarised balance s ̨eet

Current assets

946928900749

Non-current assets

1,6432,064441491

Current liabilities

955807380299

Non-current liabilities

1,6941,785143154

Net assets

(60)400818787

Suˠˠarised stateˠent o ̇ coˠpre ̨ensi˩e incoˠe

Revenue

7,0766,7522,8953,356

Profit after tax from continuing operations

(340)(136)3197

ʼn˩estˠent carryin ̊ aˠount reconciliation

Opening balance

353876225193

Dividends received

----

Consolidation of associate

----

Acquisition

--88

1

-

Impairment of investment

(95)(309)--

Earnings from associates

(170)(214)1632

Closing balance

88353329225


1

On 10 July 2020, as a result of the shareholder default McAuley’s Transport Limited signed a buyout agreement of one of the shareholders of Emerald Truck Services

Limited. From 10 July 2020 McAuley’s Transport Limited holds 50% of the shares in Emerald Truck Services Limited and the consideration for the additional 17%

shareholding was transacted in exchange for the settlement of the outstanding shareholder loan

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6667

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 38
16.2 INTERESTS IN ASSOCIATES (CONTINUED)

MOVe Logistics Limited as part of its investment in UNITE Logistics Limited has provided the Bank of New Zealand a

guarantee for $500,000 plus one years interest in relation to the loan facility held by UNITE Logistics Limited.

Impairment of associates

UNITE Logistics Limited

During the year, UNITE Logistics Limited continued to be negatively impacted by COVID-19. As a result of its poor

performance and the ongoing uncertainty regarding its financial performance, Management have assessed that the

recoverable amount was below the carrying amount of its investment. As such there was an impairment loss recorded.

17. CONTINGENCIES

Bank Guarantee

The Group provides (via ASB Bank) the below guarantees.

2021

$000

2020

$000

Bank guarantees - property6,1872,787

Bank guarantees - fuel purchases4,5004,500

Bank guarantees - other7575

Total10,7627,362

18. CAPITAL COMMITMENTS


Capital expenditure contracted for at the reporting date but not yet incurred is as follows:

2021

$000

2020

$000

Trucks and trailers359-

Other assets122417

Total481417


19. RELATED-PARTY TRANSACTIONS


19.1 TRANSACTIONS WITH KEY MANAGEMENT

a. Key management compensation

Key management includes Directors, the CEO and his direct reports:

2021

$000

2020

$000

Salaries, short term and post employee benefits3,4742,848

Directors fees430398


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 39

19.2 TRANSACTIONS WITH OTHER RELATED PARTIES

The following transactions occurred with related parties:

2021

$000

2020

$000

Sales and purchases of goods and services

Sales of services to associates814988

Purchases of services from associates1,9862,821

Purchases from entities controlled by key management employees140123

2021

$000

2020

$000

Outstanding balances arising from sales and purchases of

services

Trade receivables 12898

Trade payables164181


The Group determines the above balances are fully collectible.

2021

$000

2020

$000

Advances to related parties

UNITE Logistics Limited217217

Eamonn Stephen Farrell-88

20. SHARE BASED PAYMENTS

Share-based payment reserve

The Group currently has a long-term incentive plan for selected employees. The plan’s participants are members of

the Executive team. 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 is an equity settled-share-

based payment which provides 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.

Employee Long Term Incentive Plan

The establishment of the MOV

e Logistics Group Long Term Incentive Plan was approved by the Directors on 1 July 2020.

The Employee Option Plan is designed to provide long-term incentives for Executives to deliver long-term shareholder

returns and to reward and retain key employees. Under the plan, participants are granted options which only vest if

certain performance standards are met. Participation in the plan is at the board’s discretion, and no individual has a

contractual right to participate in the plan or to receive any guaranteed benefits. If an employee participates in the

scheme, the value of the options received is part of the total remuneration, which is calculated relative to the market

based remuneration relevant for their role.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6869

ANNUAL REPORT 2021

ANNUAL REPORT 2021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 40
20. SHARE BASED PAYMENTS (CONTINUED)

The amount of options that will vest depends on MOVe 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 are 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.

Set out below are summaries of options granted under the plan:

Average exercise

price per share

option

Number of

options

As at 30 June 2019--

Granted during the year--

Forfeited during the year--

As at 30 June 2020--

Vested and exercisable at 30 June 2020--

As at 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--

Share options outstanding at 30 June have the following expiry dates and exercise prices:


Grant dateExpiry dateExercise price

Share options

30 June 2021

Share options

30 June 2020

9 October 2020 (2019 LTI)30 June 2022$1.33284,615-

9 October 2020 (2020 LTI)30 June 2023$0.70597,171-

Total881,786-

Weighted average remaining contractual life of

options outstanding at end of period

2.0 years-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 41

20. SHARE BASED PAYMENTS (CONTINUED)

Fair value of options granted

The assessed fair value at grant date of options granted during the year ended 30 June 2021 were $0.03 (expiry 30 June

2022) and $0.26 (expiry 30 June 2023) per option (2020: -). The fair value at grant date is independently determined using

an adjusted form of the Black-Scholes model which includes a Monte Carlo simulation model that takes into account the

exercise price, the term of the option, the share price at grant date and the expected volatility of the underlying share, the

expected dividend yield, the risk free rate for the term of the option, and the correlations and volatilities of the peer group

companies

The model inputs for options granted during the twelve months ended 30 June 2021 included:

• options are granted for no consideration and vest based on MOV

e Logistics Group TSR ranking within a peer group

of 50 selected companies over a three year period

• exercise price - 2019 LTI: $1.33 and 2020 LTI: $0.70 (2019: nil)

• grant date - 9 October 2020 (2019: nil)

• expiry date – 2019 LTI: 30 June 2022 and 2020 LTI: 30 June 2023 (2019: nil)

• share price at grant date - $0.71 (2019: nil)

• expected volatility of the company’s shares - 27.9% (2019: nil)

• expected dividend yield - $0.05 per share (2019: nil)

• risk free interest rate – 2019 LTI: .15% and 2020 LTI: .11% (2019: nil)

The expected price volatility is based on the historical volatility (based on the remaining life of the options).

Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the period as part of the employee

expenses were as follows:

June

2021

June

2020

$000$000

Options issues under employee option plan57-

57-

Subsequent to 30 June 2021 280,648 shares totalling $50,919 (of which $17,932 were expensed in the year to 30 June 2021)

have been forfeited due to an employee resignation.

21. EVENTS AFTER THE REPORTING DATE

On 1 July 2021 Chris Dunphy was appointed to the Board of Directors. On 27 July 2021 he assumed the role of Executive

Director following the resignation of the Group CEO on 20 July 2021.

On 2 July 2021 there was a significant shareholder sell down which resulted in a forfeit of imputation credits of $4,794,000

due to the change in shareholding continuity.

On 26 July 2021 the Group settled its new funding arrangement with ANZ bank and UDC Finance including bank

guarantees (refer note 12).

On 27 July 2021 Mark Newman was appointed to the Board of Directors.

On 27 July 2021 the Group re-branded and changed its legal name to MOV

e Logistics Group Limited (including

subsidiaries). There was no change to business operations disclosed in note 1 & 16.

On 17 August 2021 the New Zealand Government reinstated Covid-19 Alert Level 4 for the whole of New Zealand. The

Alert Level 4 settings are applicable to the Auckland region until 31 August 2021 and for the rest of New Zealand until 27

August 2021. In response to the change in Alert levels, the majority of the Group’s operations continue to trade although

at reduced levels while in compliance with the New Zealand Government’s requirements. The full financial impact on the

Group is unknown at this stage however based on prior lockdowns and information available at present it is not deemed

to have a material impact on the 30 June 2021 reported results.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7071

ANNUAL REPORT 2021

ANNUAL REPORT 2021

42
ANNUAL FINANCIAL STATEMENTS



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

T: +64 9 355 8000,

www.pwc.co.nz

Independent auditor’s report

To the shareholders of MOVe Logistics Group Limited (formerly known as TIL Logistics Group

Limited)


Our opinion

In our opinion, the accompanying consolidated financial statements of MOVe Logistics Group Limited

(formerly known as TIL 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 2021, its

financial performance and its cash flows for the year then ended in accordance with New Zealand

Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial

Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 30 June 2021;

● the consolidated statement of profit or loss and 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 area of taxation advisory 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.


43

ANNUAL FINANCIAL STATEMENTS



PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Goodwill impairment test

As at 30 June 2021, the Group had a

total goodwill balance of $15.2m, as

disclosed in note 13.3. This is allocated

across six cash generating units (CGUs).

MOV

e Logistics and Warehousing and

MOV

e Freighting are the two largest

CGUs representing $13.5m of the

balance. Accordingly, our procedures

were focused on these CGUs.

Management performed value-in-use

(VIU) impairment tests at 30 June 2021

using a discounted cash flow model based

on probability-weighted forecast cash

flows for both these CGUs 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

MOV

e Freighting and MOVe Logistics

and Warehousing CGUs are considered a

key audit matter due to the significant

level of management judgement applied in

estimating future cash flows and other key

assumptions in determining the

recoverable amount of these CGUs.


We obtained the impairment tests prepared by

Management and understood the process undertaken

to prepare the forecasts and the assumptions used.

We considered management's assessment of the

respective CGUs in the Group and the allocation of

corporate assets to the CGUs.

We gained an understanding of the current and

forecast outlook for the industry and CGUs and for the

strategic direction of the business. Our understanding

was facilitated by meetings with management during

the year.

We benchmarked 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 ensured the mathematical accuracy of the models

used ensuring that they utilised the assumptions

disclosed and that the recoverable amount calculated

was greater than the carrying amount of the CGU.

We engaged an 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.

From our procedures performed, we have no matters

to report.

INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT

7273

ANNUAL REPORT 2021

ANNUAL REPORT 2021

44
ANNUAL FINANCIAL STATEMENTS



PwC 3

Description of the key audit matter How our audit addressed the key audit matter

Accounting for the convertible note

The Group issued a mandatory

convertible note in May 2021 resulting in a

cash inflow of $8.2m. As at 30 June

2021, the Group recognised a liability of

$7.4m and a derivative financial

instrument of $0.8m to reflect the terms of

the convertible note.

As described in note 12.7, the convertible

note includes a number

of features including an early conversion

option and conversion at a discount to the

weighted average share price on

conversion.

In accordance with NZ IAS 32 Financial

Instruments: Presentation, the instrument

was deemed to include an embedded

derivative.

NZ IAS 32 requires any derivative that is

not closely related to the host contract to

be bifurcated from the instrument and fair

valued. The residual amount of the

proceeds is then accounted for as a

liability at amortised cost.

Management engaged a valuations expert

to fair value the embedded derivative at

initial recognition and at period end.

The accounting for the convertible note is

considered a key audit matter as the

recognition and valuation of embedded

derivatives in host contracts is technically

complex and involves significant

management judgement.

We performed a detailed assessment of the

accounting for the convertible note, with the

involvement of our technical accounting specialists,

by:

● obtaining the convertible note deed and

assessing the key terms in the agreement,

including considering any terms that indicated

the existence of an embedded derivative.

● considering whether the embedded derivative

identified was closely related to the host contract

and whether the derivative portion of the

instrument required bifurcation.

We obtained management’s valuation of the derivative

instrument and engaged our auditor’s valuation expert

to assist us in considering the valuation methodology

applied and in assessing whether the valuations at

initial recognition and at period end are reasonable by

reperforming the calculations using an alternative

approach.

We assessed the competence, independence and

objective of management’s valuations expert.

We ensured that the residual portion of the instrument

was recognised as an other financial liability at

amortised cost separately from the derivative.

We reviewed the disclosures in the financial

statements to ensure compliance with NZ IFRS

requirements.

From our procedures performed, we have no matters

to report.


45

ANNUAL FINANCIAL STATEMENTS



PwC 4

Our audit approach

Overview


Overall group materiality: $1.5 million, which represents

approximately 2.5% of reported earnings before tax, finance costs,

depreciation and amortisation, share of loss of associates and

impairment of investment in associates and other non-operating

expenses (EBITDA) as reported in Note 5.

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.

• Full scope audits were performed for 4 of 15 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 two key audit matters, being:

• Goodwill impairment test

• Accounting for the convertible note

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.

The scope of our audit and the nature, timing and extent of audit procedures performed were

determined by our risk assessment, the financial significance of components and other qualitative

factors (including history of misstatement through fraud or error).

INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT

7475

ANNUAL REPORT 2021

ANNUAL REPORT 2021

46
ANNUAL FINANCIAL STATEMENTS



PwC 5

We performed audit procedures over components considered financially significant in the context of

the Group (full scope audit) or in the context of individual primary statement account balances (audit of

specific account balances). We performed other procedures including analytical review procedures to

address the risk of material misstatement in the residual components.

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.

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.


47

ANNUAL FINANCIAL STATEMENTS



PwC 6

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

25 Au

gust 2021

Auckland


INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT

7677

ANNUAL REPORT 2021

ANNUAL REPORT 2021

ADDITIONAL STATUTORY INFORMATION
REMUNERATION

REMUNERATION OF DIRECTORS

The total pool of Directors’ Fees available to non-executive Directors for the year ended 30 June 2021 was $750,000,

which was approved by shareholders at the 2017 Special Meeting of Shareholders. Of this, $430,000 was paid to

non-executive Directors in FY21.

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 2021. The Board Charter provides that no sum is paid to a Director upon

retirement or cessation of office.

Director Board FeesRisk Assurance and

Audit Committee

Fees

Governance &

Remuneration

Committee Fees

Total Directors fees

FY21

Trevor Janes130,000--130,000

Lorraine Witten70,00010,000-80,000

James Ramsay70,000--70,000

Peter Dryden

1

70,000-1,66771,667

Danny Chan

1

70,000-8,33378,333

Total410,00010,00010,000430,000

1

On 1 May 2021 Peter Dryden replaced Danny Chan as Chair of the Governance and Remuneration Committee.

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 and benchmarked executive remuneration with the assistance of external independent

advice. Executive remuneration comprises a fixed component, and a short term incentive component (STI) and a

long term incentive component(LTI). The value of any award under the LTI is treated as part of total remuneration,

which is calculated by reference to the benchmarking advice.

Short term incentive plan

Participation in the STI plan is by annual invitation at the discretion of the Board. Target levels of STI opportunity

range from 25% to 50% of base salary, depending on the role of the executive and includes both financial and

non-financial components. For the CEO in FY21 the target was 25% of base salary.

For the Group CEO, the financial component of the STI is based on Group EBITDA. For Corporate Executives, the

financial component of the STI is based on Group EBITDA. For Executives operating specific divisions, the financial

target is based on their divisional EBITDA and Group EBITDA.

Long Term Incentive Plan

The Company has established a Long Term Incentive Plan (LTI or Plan) under the TIL Logistics Group Limited-Long

Term Incentive Plan Rules dated 1 July 2020. The Plan is designed to align employee remuneration with financial

outcomes for shareholders over the longer term.

The Plan is a share rights scheme and participation in any year is by annual invitation at the discretion of the

Company. Under the Plan participants are offered share rights for nil consideration. If the performance hurdles

set by the Company are met, and the relevant employee remains employed by the Company for minimum period

of three years, the employee is entitled to be issued one ordinary share in the Company for each share right that

vests.

In November 2020, the Company made grants of share rights to certain employees in respect of the 2019 year and

the 2020 year. The sole performance criteria is total shareholder return over a three year period relative to the

NZX50. The relative TSR performance and resulting vesting entitlements are as set out below:

Relative TSR PercentilePercentage vesting entitlement

Below 50th percentileNil

50th percentile50%

Above 50th percentile to 75th percentile50%-75% linear pro rata

At 75th percentile or above100%

There were 297,998 share rights issued in respect of 2019 with a vesting date of 30 June 2022. There were 622,968

share rights issued in respect of 2020 with a vesting date of 30 June 2023. As no vesting date has yet been

reached, all share rights remain invested (other than those which have lapsed due an employee no longer being

employed)..

CEO REMUNERATION DISCLOSURE

The CEO’s remuneration as at 30 June 2021, consisted of a base salary, a Short Term Incentive (STI) and a

Long Term Incentive (LTI). The CEO’s remuneration is reviewed annually by the Governance and Remuneration

Committee and approved by the Board.

Fixed RemunerationPay for PerformanceTotal earned

during FY

SalaryBenefits**SubtotalSTI earned

in FY*

Value of

LTI vested

in FY

Subtotal Total

Remuneration

$$$$$$$

FY21510,00082,146592,14698,500-98,500690,646

FY20501,50053,310554,810--- 554,810

* 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’s remuneration in the financial year to 30 June 2021 was a mix of base salary and short and long

term incentive plan components. The base salary was $510,000. During the financial year Alan received $98,500

which was a short term incentive payment in respect of the FY2020 year. Alan’s potential short term incentive plan

payment for FY21 was 25% of base salary, or $127,500. No short term incentive has been or will be paid in respect of

FY2021.

On 2 November 2020, Alan was granted 280,648 performance share rights under the Company’s long term

incentive plan which is described further below. Of these, 95,865 related to the 2019 financial year, and 184,783

related to the 2020 financial year. The 95,865 share rights related to the 2019 financial year had a face value of

$127,500, based on the volume weighted average share price of $1.33 in the ten trading days prior to 1 July 2019.

The 184,783 share rights related to the 2020 financial year had a face value of $127,500, based on the volume

weighted average share price in the ten trading days prior to 1 July 2020 of $0.69. Upon his resignation, all of these

share rights lapsed. No performance share rights were issued to Alan in respect of the 2021 financial year.

ADDITIONAL STATUTORY INFORMATION ADDITIONAL STATUTORY INFORMATION

7879

ANNUAL REPORT 2021

ANNUAL REPORT 2021

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 2021 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 FY21 was nil).

Remuneration No. of Employees

$100,000 - $109,99980

$110,000 - $119,99982

$120,000 - $129,99954

$130,000 - $139,99931

$140,000 - $149,9999

$150,000 - $159,9992

$160,000 - $169,9993

$170,000 - $179,9995

$180,000 - $189,9991

$190,000 - $199,9992

$200,000 - $209,9992

$210,000 - $219,0001

$240,000 - $249,9991

$250,000 - $259,0001

$300,000 - $309,9991

$320,000 - $329,9991

$330,000 - $339,9991

$340,000 - $349,9991

$410,000 - $419,9991

$690,000 - $699,9991

DISCLOSURES

DIRECTORS

The following persons were Directors of MOVE Logistics Group Limited as at 30 June 2021:

Director

Trevor JanesIndependent Chairman

Lorraine WittenIndependent Director

James RamsayNon-independent Director

Danny ChanIndependent Director

Peter DrydenIndependent Director

• Christopher Dunphy was appointed to the Board on 1 July 2021.

• Mark Newman was appointed to the Board on 27 July 2021.

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 2021. Particulars of entries made during the year to 30 June 2021 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

Trevor Janes NZ RegcoNZX RegulatorChair

Lorraine Witten PushPay Limited Software Company Director

Rakon LimitedGlobal Technology Business Director, and Shareholder

vWork LimitedSoftware for Mobile Workforce Chair and Shareholder

Simply Security Security Guard Services Chair and Shareholder

Horizon Energy GroupEnergy Distribution CompanyDirector and Chair of Audit

and Risk

Danny Chan Farmers Mutual Group (retired

by rotation 21 August 2020)

InsuranceDirector

SimTutor Limitede-learningDirector/Shareholder

Superthriller Jet Sprint LimitedEntertainmentShareholder

Fastcom LimitedIT ServicesShareholder

iMonitor Intellectual Property Ltd Temperature MonitoringShareholder

The Digital Café LimitedDigital Promotion/MarketingShareholder

Flowerzone International LtdFlower ExporterDirector/Shareholder

Marlborough Wine Estates

Group Ltd

Wine ManufacturerDirector

Orient Pacific Management

Limited

Financial ServicesDirector/Shareholder

James RamsayBowker Holdings 99 LtdInvestmentDirector

Hooker Bros (2019) LimitedInvestmentDirector/Shareholder

Peter DrydenBGI Nominees LimitedPropertyDirector/Shareholder

Port Taranaki LimitedPort OperatorDirector

Aquafortus LimitedChemical CompanyDirector

No entries were made in the interests register of any subsidiary companies during the year ended 30 June 2021.

ADDITIONAL STATUTORY INFORMATION ADDITIONAL STATUTORY INFORMATION

8081

ANNUAL REPORT 2021

ANNUAL REPORT 2021

DIRECTORS’ SHARE DEALINGS
In accordance with the Companies Act 1993 between 1 July 2020 and 30 June 2021 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 SecurityDate

James Ramsay

1

Sale of shares3,650,000$1.0030 June 2020

1

Shares held by James Ramsay, Nerida Joy Ramsay & Ramsay Family Trustee Limited as trustees of the Nerida Joy Ramsay Family Trust.

DIRECTORS’ SHAREHOLDINGS INTERESTS

As at 30 June 2021 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

$

Trevor Janes1,272,717-

Lorraine Witten104,996-

Danny Chan1,270,6782,000,000

James Ramsay11,638,2091,600,000

Subsequent to the end of the Company’s financial year on 30 June 2021, and as disclosed to NZX on 7 July 2021,

Christopher Dunphy has a relevant interest in 5,000,000 shares held by the Company’s founder shareholders,

in addition to the 750,000 shares in which he already had a relevant interest. In addition, on 3 August 2021 Mark

Newman, who was appointed as a director of the Company on 27 July 2021, disclosed that he had a relevant

interest in 100,000 shares in the Company.

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.

SUBSIDIARY COMPANY DIRECTORS

The following persons held office as Directors of subsidiary companies as at 30 June 2021. 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 80.

Company (New name of the

company post 28 July

2021)

Directors

Alpha Customs Services

Limited

No change in nameClayton

Imbs

Alan

Pearson

Lee Banks

Appian Transport

Limited

No change in nameJames

Ramsay

Alan

Pearson

Lee Banks

Global Logistics Group

Limited

No change in nameJames

Ramsay

Alan

Pearson

Lee Banks

Hookers Shipping Lmited MOVE International

Limited

James

Ramsay

Alan

Pearson

Lee Banks

McAuley’s Transport

Limitd

MOVE (McAuley’s)

Limited

James

Ramsay

Alan

Pearson

Lee Banks

MOVE Logistics Limited MOVE Logistics &

Warehousing Limited

James

Ramsay

Alan

Pearson

Lee Banks

NZL Group Limited MOVE (NZL) LimitedJames

Ramsay

Alan

Pearson

Lee Banks

Pacific Asset Leasing

Limited

No change in nameJames

Ramsay

Alan

Pearson

Lee Banks

Pacific Fuel Haul Limited MOVE Fuel LimitedJames

Ramsay

Alan

Pearson

Lee Banks

Southern Fleet Leasing

Limited

No change in nameJames

Ramsay

Alan

Pearson

Lee Banks

Transport Investments

Limited

MOVE Investments

Limited

Danny

Chan

Trevor

Janes

James

Ramsay

Lorraine

Witten

Peter

Dryden

TIL Freighting Limited MOVE Freight LimitedJames

Ramsay

Alan

Pearson

Lee Banks

Specialist Lifting and

Transport Group Limited

MOVE Specialist Lifting &

Transport Limited

James

Ramsay

Alan

Pearson

Lee Banks

TNL Logistics Limited No change in nameJames

Ramsay

Alan

Pearson

Lee Banks

TNL International Limited No change in nameClayton

Imbs

John

Lowden

Shayne

Miers

Alan

Pearson

Transport Nelson

Limited

No change in nameJames

Ramsay

Alan

Pearson

Lee Banks

Pacific Liquid Logistics

Limited

No change in nameJames

Ramsay

Alan

Pearson

Lee Banks

ATL LimitedMOVE (ATL) LimitedLee BanksAlan

Pearson

Dallas

Vince

Alexandra Transport

Limited

No change in nameLee Banks

ADDITIONAL STATUTORY INFORMATION ADDITIONAL STATUTORY INFORMATION

* Alan Pearson resigned as CEO of MOVE Logistics Group and from all subsidiary company directorships on 20 July 2021.

8283

ANNUAL REPORT 2021

ANNUAL REPORT 2021

SPREAD OF SECURITY HOLDERS
As at 31 July 2021:

Size of Shareholding Number of HoldersTotal Shares Held % of Shares

1-1000861175,3330.23%

1001-5000197422,0080.68%

5001-10000106564,9200.97%

10001-1000001262,694,5525.1%

100001 or more 5083,828,06993.02%

134087,684,882100.00%

TOP 20 SHAREHOLDERS

The names and holdings of the twenty largest registered shareholders in the Company as at 31 July 2021 were:

Total Shares Held % of Shares

Gregory Whitham9,276,60110.58%

Kevin Garnet Smith8,502,6549.70%

Larry William Stewart & Kaylene Joy Stewart & Sr Taranaki

Trustees Limited

8,202,6539.35%

Alan Terris7,802,8758.90%

James Ramsay & Nerida Joy Ramsay & Ramsay Family

Trustee Limited

7,544,0018.60%

New Zealand Central Securities Depository Limited5,829,9776.65%

Custodial Services Limited5,756,7046.57%

Anacacia Pty Limited5,350,0006.10%

James Ramsay & Nerida Joy Ramsay3,894,0004.44%

David Gregory Carr & Lynette Maree Duncan2,666,6673.04%

Elizabeth Beatty Benjamin & Michael Murray Benjamin1,464,8901.67%

Wairahi Investments Limited1,457,3831.66%

Danny Chan1,270,6781.45%

Barry Francis Walker1,164,2711.33%

Selenium Corporation Limited957,7241.09%

New Zealand Depository Nominee783,5740.89%

Rangatira Limited700,0000.80%

Kerry Girdwood698,5830.80%

Alan Paul Terris & Moya Ruth Terris & Terris Trustee Limited677,9370.77%

Christopher Dunphy500,0000.57%

SUBSTANTIAL PRODUCT HOLDERS

The following substantial product holder information is given pursuant to section 293 of the Financial Markets

Conduct Act 2013. As at 30 June 2021, details of the substantial product holders in the Company and their relative

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 2021 was 87,684,882.

Number of Shares

James Ramsay

1

11,638,209

James Ramsay, Nerida Joy Ramsay & Ramsay Family Trustee Limited11,438,001

Gregory Peter Whitham9,276,601

Alan Paul Terris8,480,812

Kaylene Stewart, Larry Stewart & SR Taranaki Trustees Limited8,202,653

Kevin Garnet Smith8,502,654

1.

This includes the 11,438,001 shares held by James Ramsay, Nerida Ramsay & Ramsay Family Trustee Limited.

Following the Company’s balance date, the above substantial product holders filed additional substantial product

holder disclosures with the Company and NZX indicating that they had entered into call option arrangements with

Christopher Shaun Dunphy under which he has the right to require the transfer to him or up to 5 million shares

within a thirty-six-month period.

OTHER INFORMATION

Auditor’s Fees

PwC has continued to act as auditor of TIL Logistics Group Limited.

During the year ended 30 June 2021, the amount payable by MOVE Logistics Group Limited to PwC as audit and

review fees was $325,000. The amount of fees payable to PwC for non-audit work during the year ended 30 June

2021 was $38,000. This is detailed in Note 8 of the Financial Statements.

Donations

The Company and its subsidiaries made donations totalling $18,000 during the year ended 30 June 2021.

NZX Waivers

There were no waivers granted by NZX or relied on by the Company in the 12 months preceding 30 June 2021.

ADDITIONAL STATUTORY INFORMATION ADDITIONAL STATUTORY INFORMATION

8485

ANNUAL REPORT 2021

ANNUAL REPORT 2021

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 FY21 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 FY21.

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 2021 and was approved by the Board on 29 September 2021.

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.

Shareholder Rights &

Relations

8.4: Additional equity

should be offered to

existing shareholders on

a pro rata basis before

offering to other investors.

$8.2 million was raised

through a placement

to certain of TIL’s largest

shareholders and other

wholesale investors. The

proceeds were used to

repay debt.

The Board considered

that the cost of preparing

the required offer

documentation for an

offer of a convertible

instrument to all

shareholders relative

to the size of amount

required was too high and

that it was in the best

interests of the Company

that the capital be raised

in this manner.

ETHICAL BEHAVIOUR

MOVE Logistics expects its Directors and staff 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 staff.

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 six 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.

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. Jim Ramsay is not an independent Director, as he is a substantial shareholder in

the Company and Christopher Dunphy is not an independent Director as he is a substantial shareholder in the

Company and holds the position of Executive Director.

Directors’ interests are disclosed on page 81 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 29 September 2021 offer valuable and

complementary skill sets.

01234567

Governance/Board/Ethic s

Industy Experience

Technolo gy - IT/Digit al/Socia l Media

Risk Management & Audit

Financial

Strategic Growth/Business Development

Legal/Regulatory

Accounting/Tax

Public Relations/Marketing

Corporate Socia l Responsib ility

Diversit y

Negotiation

Human Resources and Tale nt Management

Number of Directors

Exper tConsiderabl eReasona ble

Core Skills

&

Exper

ienc

e

Desirable Skills

&

Exper

ienc

e

CORPORATE GOVERNANCECORPORATE GOVERNANCE

8687

ANNUAL REPORT 2021

ANNUAL REPORT 2021

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.

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 2021, females represented 21% (FY20: 18%) 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 16% (FY20: 16%) of all employees of the Company.

FY21FY20

Female Male

Gender

DiverseFemaleMale

Directors 14014

Officers27029

All Employees 227120612321,245

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.

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

FY21, a special Capital Management sub-committee was formed to oversee the convertible note capital raise and

a separate special purpose subcommittee was established to oversee the turnaround of the Freight Division.

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 2021 were:

CommitteeRoleMembers as at 30 June 2021

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.

Lorraine Witten (Chair)

Trevor Janes

James Ramsay

Danny Chan

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

Trevor Janes

James Ramsay

Attendance at Board and Committee Meetings

Board RAACREM

Total Meetings Held1883

Trevor Janes 1883

Lorraine Witten 168-

Danny Chan1883

James Ramsay1883

Peter Dryden 17-3

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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 2021, the Directors believe that proper accounting records have been kept

which enable, with reasonable accuracy, the determination of the financial position of the Company and facilitate

compliance of the financial statements with the Financial Markets Conduct Act 2013. The 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 2021 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 82.

Details of Director and Executive Remuneration in FY21 are provided on pages 78 to 80.

RISK MANAGEMENT

The Board has overall responsibility for the Company’s system of risk management and internal control and has

procedures in place to provide control within the management and reporting structure.

In addition, the Risk Assurance and Audit Committee (RAAC) provides an additional and more specialised

oversight of Company risks. The RAAC Charter details the specific responsibilities of the Committee regarding Risk

Assurance.

Financial statements are prepared monthly and are reviewed by the Board progressively throughout the year to

monitor management’s performance against budget goals and objectives, and the Board requires managers to

identify and respond to risk exposures.

A structured framework is in place for capital expenditure, including appropriate authorisation and approval levels

which place an emphasis on the commercial logic for the investment. Under a formal Delegation of Authority

policy, the Board has set limits to management’s ability to incur expenditure, enter into contracts and acquire

or dispose of assets. MOVE maintains insurance policies that it considers adequate and practicable to meet its

insurable risks.

Risk profiles which identify, assess, monitor and report the Company’s key business risks are formally reviewed

by the Board annually as part of the Board’s risk assessment process. These risk profiles also identify the key risk

mitigation strategies which are in place. A summary is below:

Key RiskMitigation

CompetitionMOVE is focused on continually improving its offer to customers and enhancing

the customer experience. Investment is being made into IT and capacity to further

strengthen MOVE’s end to end supply chain offer and enhance the customer

experience.

Financial risksA key focus for business managers is cash flow management. 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 Board Risk &

Assurance and Audit Committee.

Crisis EventsNatural disasters, pandemics/COVID-19, cyber security and other crisis events

in New Zealand can have an impact on how we operate our business. Business

Continuity Plans are in place for each business and pre- and post-disaster

planning reviews are conducted.

EconomyManagement carefully monitor economic trends and each business is tasked

with identifying potential risks and developing strategic plans which take these

into account.

Cyber SecurityThe Company has data security systems and protocols in place, which are

continuously reviewed and updated for improvement. Cyber Security Audits are

undertaken throughout the year.

Health & SafetyThe Company has a programme and policies focused on identifying and

mitigating health and safety risks within the business. 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.

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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.

2018201920202021

Lost Time Injury Frequency Rate (LTIFR)28.9325.3624.5019.84

Total Recordable Injury Frequency Rate (TRIFR)84.1571.3562.1863.50

AUDITORS

External audit

For the year ended 30 June 2021, 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 2021 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 FY21

is identified on page 85 of the Annual Report. The external auditors attend the Annual Shareholders Meeting.

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 FY21, 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 auditors recommendations.

During FY22, MOVE will continue to develop and 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 staff, suppliers and customers.


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REGISTERED OFFICE
AND ADDRESS FOR SERVICE

330 Devon Street East, New Plymouth

0800 845 5494

movelogistics.com

AUDITORS

PricewaterhouseCoopers

PwC Tower, Level 27, 15 Customs St West,

Auckland

BANKERS

ANZ Bank

23-29 Albert Street, Auckland

SOLICITORS

Harmos Horton Lusk Limited

Vero Centre , 48 Shortland Street, Auckland

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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