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IN 10 SHORT YEARS, SYNLAIT
HAS CHANGED THE DYNAMICS
OF MILK IN NEW ZEALAND.
NOW, AS WE EMBARK ON OUR
NEXT ERA OF GROWTH, OUR
PLAN IS TO EVOLVE HOW WE
WORK AND WHAT WE ACHIEVE
OVER FIVE KEY AREAS.5
1: DIVERSIFICATION
3: TALENT
5: SUSTAINABILITY
YOU’LL SEE US BROADENING
WE’LL BRING NEW PEOPLE
YOU’LL SEE US MAKE A
OUR APPEAL WITH NEW
INTO SYNLAIT TO PREPARE
REAL DIFFERENCE AS WE
PRODUCTS THAT TARGET
US FOR OUR FUTURE. WE
GROW AND CONTRIBUTE
NEW CUSTOMERS IN NEW
WILL CONTINUE TO DEVELOP
TO A SUSTAINABLE FUTURE
GEOGRAPHIES.
AND GROW EVERYONE IN
FOR NEW ZEALAND,
2: GROWTH
OUR ORGANISATION.
SO PEOPLE, LAND AND
COMMUNITIES THRIVE.
WE’LL CONTINUE TO ACHIEVE
4: CATEGORIES
STRONG REVENUE GAINS.
WE’LL BUILD ON THE
SUCCESS WE’VE ACHIEVED
IN INFANT AND INGREDIENTS,
AND CONTINUE TO INVEST
IN EVERYDAY DAIRY AND
ADULT NUTRITION.
CONTENTS
PG 1
FY18 Highlights ..............................................................Pg 2Key Performance Indicators ..........................................Pg 5Chairman’s Report..........................................................Pg 6Chief Executive Officer’s Review ..................................Pg 10– Outgoing Chief Executive Officer’s Review – Incoming Chief Executive Officer’s ReviewOur Sustainability Strategy .............................................Pg 18 – Environment – People – EnterpriseFinancial Review ............................................................Pg 26Board of Directors ...........................................................Pg 34Senior Leadership Team ................................................Pg 35Our Governance .............................................................Pg 36Our Corporate Governance Report ...............................Pg 40Our Financial Statements ..............................................Pg 52Auditor’s Report .............................................................Pg 102Statutory Information .....................................................Pg 107Directory ..........................................................................Pg 119Synlait Milk Limited Annual Report 2018 I FY18 HIGHLIGHTS
INFANT NUTRITION
SALES UP
FY17 SALES
18,776 MT
FY18 SALES
35,580 MT
PROFIT UP
FY17 NPAT
$39.5m
FY18 NPAT
$74.6m
PG 2 I
Synlait Milk Limited Annual Report 2018 GROWTH CAPEX
DEPLOYED
$103.8m
LEON CLEMENT
APPOINTED
NEW CEO
BALANCE SHEET STRENGTHENED
EQUIPPED FOR
RELATIONSHIP
GROWTH
WITH THE A2 MILK COMPANY™
BOLD SUSTAINABILITY
COMMITMENTS
ANNOUNCED
GEOGRAPHIC
AND CATEGORY
DIVERSIFICATION INITIATED
PG 3
Synlait Milk Limited Annual Report 2018 I KEY PERFORMANCE INDICATORS
PG 4 I
Synlait Milk Limited Annual Report 2018 Net cash from / (used in) operating activities
58.7 16.4 104.4 115.2
Key Financial Metrics
Currency as stated (in millions)
Income Statement
Revenue
Gross profit
EBITDA
EBIT
NPAT
Revenue per MT (USD)
Gross profit per MT (NZD)
EBIT per MT (NZD)
Balance Sheet
Net operating assets1
Return on net operating assets
Net return on capital employed (pre-tax)
Debt / debt + equity (excl. derivatives)
Net debt / EBITDA
Earnings per share
KEY PERFORMANCE INDICATORS
FY14
FY15
FY16
FY17
FY18
600.5
448.1
546.9 759.0
69.1
56.1
102.1 112.1
44.4
40.9
83.7 88.8
33.0
26.9
62.9 67.6
20.0 11.0 35.7 39.5
5,214
3,610
3,316 3,659
738
573
877 792
353
275
540 478
311.8
323.2
455.2 423.5
493.3
11.1%
11.8%
46.1%
8.5%
7.3%
58.1%
16.2%
14.5%
48.7%
15.4%
14.8%
18.7%
3.4
6.4
2.5
0.9
13.40 8.35
23.50
22.82
879.0
166.5
138.6
113.1
74.6
4,815
1,294
879
98.4
24.7%
22.7%
20.9%
0.8
41.60
0.705
6.65
6.78
Average FX conversion rate (NZD:USD)
0.813 0.788
0.706
Base milk price (kgMS)
Total milk price (kgMS)2
8.27
8.31
4.48
4.54
3.91
4.02
0.682
6.16
6.30
Key Operational Metrics
Sales (MT)
Powders and Cream
Consumer Packaged
Specialty Ingredients
Total sales (MT)
Production (Net Production)
Powders and Cream
Consumer Packaged
Lactoferrin
90,687
93,491
100,393 122,606
2,955
4,305
15,999 18,776
2
7
10 11
93,042
35,580
16
93,644 97,803 116,402 141,393
128,637
93,398
96,649
104,703 115,991
102,833
3,093
5,021
16,043 19,403
36,651
4
12
8 12
12
Total production (MT)
96,495 101,681 120,754 135,407
139,496
Milk purchases (kgMS in thousands)
Milk purchased from contracted supply
47,903
51,049
54,125 63,255
63,639
Milk purchased (sold) from other suppliers
2,033
2,549
3,573 1,700
(2,853)
Total milk purchases (kgMS in thousands)
49,936 53,598 57,698 64,954
60,785
1 Net operating assets excludes capital work in progress.
2 Total milk price for Synlait Milk suppliers on standard milk supply contract, includes special milk and seasonal premiums.
PG 5
Synlait Milk Limited Annual Report 2018 I
CHAIRMAN’S REPORT
Graeme Milne
CHAIRMAN
PG 6 I
Synlait Milk Limited Annual Report 2018 CHAIRMAN’S REPORT
Welcome to our shareholders report
on our 10th year of operations.
Looking at our business in broad strategic terms we have
grown rapidly in key infant formula sectors but that has
resulted in some concentration risk. Our long-standing, core
customer relationship in finished infant formula is with The
As another busy year came to a conclusion, we took some
a2 Milk Company™ (a2MC). During the year we announced a
time to reflect on what has been achieved in our first decade
further strengthening of our contractual position with a2MC
and in doing so acknowledged the work and support of our
and we expect that our mutually reliant and profitable position
staff and close stakeholders. One particularly special evening
will continue to expand. We have however signalled before
was an event we held for the farmers who supplied Synlait
that Synlait needs to actively diversify our customer, market
in our first year of production. Those farming families made
and product mix as we mature as a company.
the decision to change to a new and unproven company that
was full of hope and promise but had no actual facilities. We
wouldn’t have been able to secure finance without their joint
commitments. It was a courageous decision, but one that
thankfully none have regretted.
To satisfy growing customer requirements within the infant
formula category and to eliminate our single-site risk, we
announced through the last 12 months the purchase of land
at Pokeno and then the build start of a new infant-capable
manufacturing site. This is a $280 million commitment and
In our first strategic planning session, some 11 years ago,
will see us entering the milk collection and processing market
we agreed a list of 10-year goals. Some have been diverted
in the North Island of New Zealand.
from and some have been superseded. In essence we aimed
to create a New Zealand company focused on added value
dairy that would “make more from milk” with an initial focus
on ingredient and then infant formula opportunities in the
growing Asian markets. Our 10-year targets were to achieve
$1 billion in annual revenues and $1 billion in company value.
As you can see in this report we have essentially reached
those targets.
Our guidance for FY18 pointed to a substantial increase in
profitability and that has been achieved. Top line revenue
increased from $759 million to $879 million and bottom line
profit after tax grew from $39.5 million to $74.6 million. That
is a gratifying 16% growth in top line and an 89% growth in
bottom line.
The key factors driving this improvement were an increase
in finished infant formula sales, which were enabled by our
investments in more capability at Dunsandel with our FY17
completion of a second wetmix kitchen and our investment
in Auckland of a canning and blending facility. On the costs
side we made considerable improvements in our production
efficiencies at Dunsandel. Counter to that we continued to
increase technical and research and development capability
across the company as we grow into new and expanded
product areas.
The plant will initially manufacture powders within our
current range and then infant formula base but the site
is sufficient in area and resources to expand into other
processing sectors. The Pokeno facility will operate
synergistically with the already operating blending and
canning operation at Richard Pearse Drive in Auckland.
The second major announcement during the year was the
intention to build an advanced liquid dairy packaging facility
at Dunsandel. This investment of $125 million follows our
negotiation and contractual commitment to Foodstuffs South
Island to manufacture a range of liquid milk products. The
contract is long term and gives us the foundation on which
to enter the fast-moving consumer goods market for the
first time.
Our plant design is highly efficient
and automated but flexible, and
is capable of producing many
existing products in the market, but
more importantly, many product
variants that are new or at least fast
followers to global trends in these
categories.
PG 7
Synlait Milk Limited Annual Report 2018 I CHAIRMAN’S REPORT CONTINUED
While we have adhered strictly to our B2B approach up until
In terms of the financial strength to achieve this ambitious
now, we did indicate in our previous report to shareholders
programme, our cashflows remain strong and despite the
that we would consider branded consumer product positions
capital expenditure in the past year, our debt levels remain
in selected categories as we saw opportunities, and in a way
conservative. After a change in property, plant and equipment
that did not compete with our existing customers. This plant
valuation back to a more conservative historical cost less
is an important enabler in this strategic direction.
depreciation policy, our equity to total assets ratio is at 53.5%.
Meanwhile our customer base in existing categories continues
the financial launching pad to fund the plan without further
to grow in volume and expand in number. We deal with all
assistance at this stage.
Combined with forecast cashflows this means that we have
but one of the multinational infant formula manufacturers
and we’re working on making that “all the multinationals.”
Our business relationships with tier-two players are growing,
in particular with Munchkin and New Hope. We are yet to
receive product registrations and import permissions for these
customer products into the U.S. and China. This is restricting
business and we are working diligently with all parties to
receive these permissions in the near future.
Growth in Synlait is not possible
without a skilled, committed and
diverse team.
We finished FY18 with 682 staff members and we plan
to finish FY19 with 905. This is significant growth by any
To enable all of the above, a further important announcement
measure. Additions to the team continue to occur at all levels,
during the year was the establishment of the Synlait Research
but through this report several key senior appointments
and Development Centre at Massey University in Palmerston
are highlighted. All bring great experience and skills to the
North. Although only operating for approximately 12 months,
company.
we have assembled an impressive lineup of talent at the
facility. We chose Massey as a partner due to their long
and successful history in food technology and new product
development, and the access that we gain to their extensive
pilot plant facilities. We plan to spend 1.5% of revenue on R+D
in FY19, which is equivalent to the typical spend in leading
global food companies and represents a doubling of our
commitment in recent years.
Our large and important ingredients
business continues to focus on
added value sectors and clients
globally, but with an emphasis
on tailor-made production and
wraparound customer service.
As a company grows, the culture within needs to mature
and develop with that growth. There is considerable focus on
our programmes to recruit, induct, train and reward all team
members. A key part of this approach is reward. We do have
a Long Term Incentive scheme for the senior team which is
directly related to superior shareholder return. We do not have
short term incentive plans at any level in the company. We
pay our team fairly and rely on the positives of a clear plan
and being part of a great company to provide the necessary
incentive to strive and achieve our goals. We also need a
diverse team. Diverse in not only experience and skills, but
also in cultural background, gender and ethnicity. We sell into
primarily a mother-dominated sector in an ethnically diverse
market and we need a team that understands and identifies
with their needs.
Several years ago we recognised the need to ensure our
milk suppliers, who were facing environmental and other
challenges, had access to a leadership programme which
The remaining strategic sector which has been previously
provided a pathway to excellence. This resulted in our Lead
signalled is adult nutrition. While we have not yet launched
With Pride™ best practice system and it continues to be an
any finished products into this opportunity, the above-
industry exemplar.
mentioned investments in both R+D and new plant will lead
to progress in this important strategic initiative.
PG 8 I
Synlait Milk Limited Annual Report 2018 CHAIRMAN’S REPORT CONTINUED
This year we took further steps to
evaluate the sustainability of our
total supply chain and our place
in an environmentally challenged
world.
Water usage, care of our waterways, greenhouse gas (GHG)
emissions, recyclability of packaging, and reduction of non-
renewable resources are global challenges that responsible
businesses must now take a lead on. We therefore announced
a series of long-term goals looking to achieve substantial
improvements. None will be easy, however we have already
achieved one major step with the announcement that our
next boiler at the Dunsandel site, which would otherwise have
In November 2017 we announced that our CEO, Managing
Director and one of the three original founders of Synlait, John
Penno, would be standing down once a suitable replacement
was found. John has made a truly remarkable contribution
to the company. To proceed from an idea to a business with
a market capitalisation in excess of $2 billion in a decade is
exceptional. Of course, it was a team effort, but every team
needs a leader and John has been that leader in every sense
of the word. Fortunately, John is available to remain a director
of the company so that we can still have access to his strong
strategic intellect.
Our new CEO, Leon Clement, joined the company in mid-
August 2018. Leon, an engineer by background, has 16 years’
experience in the industry. His country management roles in
Vietnam, Sri Lanka and more recently in New Zealand, make
him the ideal candidate to lead Synlait on the next leg of the
been coal fired, will be instead an electrode boiler - a new
journey.
technology with real GHG emissions benefits. The response
In terms of governance, with the continuation of John as a
director and the reappointment of Bill Roest for another term
last year, there have been no changes around the board table
this year. The diversity within the group and the consequent
willingness to challenge both old and new ideas has been vital
to our success to date.
Finally, in terms of guidance for the year ahead, we plan to
continue with the announced growth agenda. The advanced
liquid dairy packaging facility will begin operations during the
second half of FY19 but not in sufficient time to contribute in
any significant way to the bottom line. Similarly, the Pokeno
complex will incur setup costs but will not begin operations
until September FY20. Profitability is therefore planned to
continue to increase but not at the rate of FY18.
to our commitments, from farmers, customers, and to be fair,
investors, has been extremely supportive and gratifying. Doing
the right thing is rewarding.
With a share price at the end of last fiscal year at $4.44 and
at the end of the FY18 year of $10.88, our total shareholder
return this year has been 145%. This is a growth company.
We continue to have a series of innovative ideas from our
team which we believe will add considerable value. This
means two things for shareholders.
Firstly, we intend to continue to reinvest profits back into the
business. Therefore, the likelihood of dividends at least in the
short term is minimal. And in fact, in the medium term we still
see a strong investment pathway.
Secondly, this means risk. Our key risks are around our
sensitive product range. We manufacture under the most
rigorous standards for any food item. Infant formula is highly
scrutinised and controlled. Any food safety issue in our
product would impact company performance. We also have
the risk of a relatively narrow product range and a reliance on
the Chinese market. As we invest to introduce new products
to new markets, as we will this year, we also bring new risks
to the business. Overall, we believe that the strategy we have
Graeme Milne
adopted will result in strong shareholder returns.
CHAIRMAN
PG 9
Synlait Milk Limited Annual Report 2018 I OUTGOING CHIEF EXECUTIVE
OFFICER’S REVIEW
Dr. John Penno
OUTGOING CHIEF EXECUTIVE OFFICER
PG 10 I
Synlait Milk Limited Annual Report 2018 OUTGOING CHIEF EXECUTIVE OFFICER’S REVIEW
As mentioned by Graeme, the year
covered by this report was the
tenth year of operations for Synlait
Milk. It has been a year of both
delivering on our promises and
preparing for the future.
We signalled that we would continue to build out our
manufacturing base to support our infant formula customers
and create opportunities to grow into new high-margin dairy
categories.
We also signalled that we expected to begin delivering
tangible benefits from the operational excellence programs
we had been running over the past few years.
In addition to increased profitability, we suggested that
investors would see an increased proportion of earnings
streamed towards new customer and product development
as we accelerate into the future from the strong base we
had built.
In what is my final report as CEO, I am pleased to report
that we have delivered significant progress against each
of these objectives.
MATURING INFANT FORMULA BUSINESS
Our relationship with The a2 Milk Company™ (a2MC)
continues to grow and develop.
The a2 Platinum® brand of infant formula has enjoyed another
strong year of growth in both Australia / New Zealand (ANZ)
and China, which has driven our growth in canned infant
formula volumes (IFC). Late in FY18 we extended our supply
agreement with a2MC, providing for a five year minimum
term to 31 July 2023, as their exclusive manufacturer of IFC
for the ANZ and China markets (to agreed volumes). We also
increased the dedicated manufacturing capacity available to
a2MC for future growth.
Volumes to other IFC customers have been modest,
particularly in the second half of the year as we work to secure
product registrations for the key markets of China and the U.S.
These have been slower than expected.
In the case of Akara and Pure Canterbury, our applications for
brand registration are with the State Administration for Market
Regulation (SAMR), the replacement for the China Food and
Drug Administration (CFDA), and our team is working with
them on their various queries. We anticipate these will be
granted in due course and will sit alongside the registration
we were issued for a2MC’s infant formula in September 2017.
We have some way to go before gaining registration of the
Munchkin’s Grass Fed™ infant formula from the U.S. Food
and Drug Administration (FDA) for sale in the U.S. market.
Our commitment to continued support of Munchkin is
evident in the close working relationship we have with them
during this process. In the meantime, after two years in the
market the product is beginning to see significant growth
in the Australian market with national distribution in Coles
supermarkets and increasing involvement in cross-border
trade. We expect Munchkin’s Grass Fed™ range will be our
second largest IFC volume manufactured in FY19.
During the past year our
relationships with our multinational
customers, for whom we
manufacture infant-grade milk
powders and base powders, has
continued to develop.
As we look forward, we have confidence that our ability to
manufacture high quality paediatric milk powders at cost
competitive prices will result in ongoing volume growth from
existing and new customers.
PG 11
Synlait Milk Limited Annual Report 2018 I OUTGOING CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
To meet this expected demand, we have invested in a
FARMERS AND MILK PRICE
northern Waikato manufacturing site at Pokeno and begun
to develop a new infant formula plant capable of 45,000
metric tonnes (MT) base powder per year. Over time, Synlait
Pokeno will be capable of further infant formula development
alongside other products. It brings access to New Zealand’s
It is pleasing to deliver another strong average milk price to
our farmers of $6.78 kgMS, made up of a base price of $6.65
kgMS and average incentive payments of $0.13 kgMS.
I would like to acknowledge the strength of support from our
largest milk pool in the Waikato region and high-quality winter
200 Canterbury milk suppliers.
milk supply.
We have also entered into a
multi-year agreement for the supply
of infant formula-grade lactoferrin
with one of our multinational
customers.
On the back of this agreement, and growing demand for
lactoferrin in formulations for our IFC customers, we are now
doubling the capacity of our lactoferrin manufacturing plant
at Synlait Dunsandel alongside several upgrades to deliver
increased throughput and reliability.
Over the year our ingredients milk powder business has
contracted in response to the growing infant formula
volumes. This resulted in overall sales volume falling, despite
manufacturing volumes remaining similar to previous years,
as growing sales volumes of IFC requires large increases in
inventory to cover sales for the first part of the new year.
This reduction in sales and increase in inventory disguises
significant improvements in plant throughput and reduced
ingredients inventory, without which the magnitude
of reduction in total sales volumes and
increase in inventory would have been
greater. These ongoing improvements
will result in further operational
efficiency gains in the coming year.
Not only have they remained loyal to the company as we have
developed, they have supported our strategy of integrating our
supply chain by participating in our special milk programmes.
This enables the manufacture of our most valuable products,
such as a2 Platinum® and Munchkin’s Grass Fed™ infant
formula.
During the year we revised our Lead With Pride™ farm
certification programme to target on-farm greenhouse gas
emissions reductions, improved water use and improved
water quality. These were released as part of a broader range
of sustainability initiatives aligning what we are asking for
on-farm, and what we are undertaking in our manufacturing
and supply chain. You can read more about this on
pages 18-25.
It is pleasing to report that our farmers have embraced this
change and we are now on target to have 40% of our farm
suppliers certified as Lead With Pride™ in the coming year.
With Synlait Pokeno due to
commission early in FY20, the team
are bringing together a new group
of milk suppliers in the greater
Waikato region.
With so much momentum building
around our Lead With Pride™
programme, we will be actively
targeting suppliers who meet the
required standard, or who are
capable of achieving certification in
the near future.
PG 12 I
Synlait Milk Limited Annual Report 2018 OUTGOING CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
EVERYDAY DAIRY
Everyday dairy are the dairy products we all enjoy with our
families each day. While a relatively small market in New
Zealand (worth over $2 billion at a wholesale level), it is a
major market in the context of Synlait.
Our new everyday dairy strategy opens up options to target
high-returning, fast-growing pasteurised and long-life dairy
beverages for export, develop domestic and export food
service opportunities, and to grow our market share of the
New Zealand everyday dairy category over time.
We identified this as a significant market opportunity given
our strong relationships with our farmers, our dedication to
manufacturing quality products through product formulation
and world-class processes, and our close alignment to Kiwi’s
attitudes to dairying and the environment.
Our starting point is the ten-
year agreement with Foodstuffs
South Island to manufacture all
their private label fresh milk and
cream products from early 2019,
announced in December 2017.
This agreement underpins our investment in a large-scale
advanced liquid dairy packaging facility at Synlait Dunsandel.
At the same time, we doubled our commitment to research
and development, which is expected to grow to 1.5% of
revenue in the coming year. Included within this is the
new partnership with Massey University, where we have
established a Research and Development Centre at Synlait
Palmerston North and are assembling a world class team
of dairy scientists and product development specialists.
They’re working with a leading edge pilot-scale plant
to develop products for the two-thirds of the
capacity of our new facility not committed
under the Foodstuffs South Island
partnership.
Investors can expect ongoing acquisition and organic growth
as we develop these opportunities. Over time, we expect
these opportunities will begin to balance our current reliance
on the business to business (B2B) paediatric category.
TAKING OUR PLACE
As we move into our second decade, we have a growing
sense of responsibility to apply our entrepreneurial DNA
to building New Zealand’s reputation as a nation of
sustainable dairying. Our strong commercial focus means
we will inevitably do this in a way that creates value for our
consumers, customers, farmers and community.
I have no doubt global consumers
increasingly expect this from
the products they choose to buy,
and are happy to pay premiums
for those products resonating
with their individual and family
aspirations.
More detail on the commitments we’ve made to our
customers, staff and community in partnership with
our farmers on pages 18-25. These are not
new in intent but are bold leaps forward to
build on the way we have developed our
business over the past decade.
PG 13
Synlait Milk Limited Annual Report 2018 I PG 14 I
Synlait Milk Limited Annual Report 2018 OUTGOING CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
OUR PEOPLE
OUR BOARD AND CEO TRANSITION
Finally, let me acknowledge the great team we are building
As I have in the past, I can assure our shareholders that the
at Synlait.
I have lost count of the number of
people telling me it’s the best place
they have ever worked, largely
due to the fast-paced and vibrant
culture we have developed.
We don’t take this for granted and every year we increase our
focus on making Synlait a rewarding, exciting and enviable
work environment. Our results are the outcome of the great
people we have in our team working hard throughout the year,
so thank you for your contributions.
Our Senior Leadership Team (SLT) live and breathe the
business and what we are working to achieve. They are each
SLT and shareholders are served well by a truly great Board
of Directors. They are a very important part of the success
of the business and I thank them on your behalf for their
commitment to building our company.
Graeme Milne has been in the role of Chairman for the life of
Synlait Milk.
Graeme works collaboratively, constructively and
courageously with his colleagues on the Board and our SLT
with every major decision we make.
It is with great pride that I hand
what I believe can become an even
greater New Zealand company to
Leon.
leading their areas with excellence, keeping our business as
As well as being a highly accomplished business leader, Leon
usual activities on target, building and developing their teams,
brings significant experience in the areas of business Synlait’s
and leading a culture of continuous improvement. They too
strategy is leading the organisation towards. The areas might
contribute directly to the results we have achieved in the past
be new to the company, but some of our team are very well
year, as individual leaders and as a team. I would like to thank
placed to complement Leon’s guidance in navigating new
them all for their loyalty and support, and for the fun we have
opportunities.
had along the way.
I would like to thank our shareholders for their support during
I can’t think of a day I haven’t looked forward to heading to
my time as CEO and Managing Director. I remain deeply
any of our sites to work alongside the great people we’ve been
committed to Synlait and look forward to supporting Leon and
lucky enough to attract and retain.
the company from my governance role as Director.
John Penno
CO-FOUNDER, INAUGURAL CHIEF EXECUTIVE OFFICER
AND MANAGING DIRECTOR
(2008 – AUG 2018)
PG 15
Synlait Milk Limited Annual Report 2018 I INCOMING CHIEF EXECUTIVE
OFFICER’S REVIEW
Leon Clement
INCOMING CHIEF EXECUTIVE OFFICER
PG 16 I
Synlait Milk Limited Annual Report 2018 INCOMING CHIEF EXECUTIVE OFFICER’S REVIEW
WELCOME FROM OUR
INCOMING CEO
Kia ora koutou,
IT’S A GREAT FIT
I’m passionate about growing people and organisations
together; proud of New Zealand and our agricultural heritage;
and determined to contribute to a more sustainable world. I
can’t think of a better company to serve, and I know I’ll grow
I am honoured and excited to have joined Synlait as CEO at a
personally as we set out to achieve our goals.
pivotal time in the company’s journey.
I’ve had a warm welcome from our team and I’m increasingly
impressed by the energy, openness and aspiration within the
business.
Since joining in mid-August, I’ve spent my first month
getting to know our people, places and plans. As I’ve done
this I’ve been reminded of the reasons why I chose to join the
company and developed some initial observations on where
we are at:
SYNLAIT HAS AMAZING POTENTIAL
I’m a proud Kiwi and our natural resources, combined with our
world class farming expertise is the backbone of our economic
and national prosperity. As an innovative dairy disruptor,
Synlait is poised to tap New Zealand’s true agricultural
competitive advantage and take it to the world.
WE HAVE A STRONG PURPOSE TO GUIDE US
To achieve our potential, we must also take a stand and think
more broadly about our role to help our land, our communities,
and our people thrive in a sustainable way. Our recent
commitments to a more sustainable environmental footprint
are bold, and it will take more courage to bring this to life. But
it also represents the opportunity for us to lead with pride and
become kaitiaki (guardians) for our company, industry and
New Zealand as a whole.
OUR PLANS WILL TAKE US INTO EXCITING
NEW AREAS
This is an exciting growth business. There are strong
foundations on which to grow, a healthy balance sheet, high-
quality differentiated products, trusted customer partnerships,
and capable people who believe in what we are doing.
As we move forward we are seeking to protect our core
growth engine, while we diversify our profit pools into some
exciting new growth areas.
The investments and strategic
choices made in the past year have
set us up well. Graeme and John
have clearly outlined the strong
year we have had, as well as the
concentration risk we see ahead.
Investments in FY18 have been made with this context in
mind and we are actively addressing upcoming challenges.
It’s my role to work with our leadership team to clarify and
focus our direction, and make sure we continue to deliver in a
truly Synlait way: thinking big, acting fast and doing it right.
I look forward to our conversations and hearing your
perspectives as I continue to build my understanding of our
company and how we need to move forward. Thank you for
being part of our journey so far and helping us take the next
step towards an exciting future together.
Nga- manaakitanga,
Leon Clement
INCOMING CHIEF EXECUTIVE OFFICER
PG 17
Synlait Milk Limited Annual Report 2018 I OUR
SUSTAINABILITY
STRATEGY
“At the heart of who we are is a vision for
people, land and communities to thrive. We
have an opportunity to make a real difference
as we continue to grow and contribute to a
sustainable future for New Zealand. We’re
just at the start of our journey, but we’re sure
we can make a difference.”
John Penno
CO-FOUNDER, INAUGURAL CEO
AND BOARD APPOINTED DIRECTOR
PG 18 I
Synlait Milk Limited Annual Report 2018 OUR SUSTAINABILITY STRATEGY
In June 2018 we announced
our renewed commitment to
sustainability across three pillars
of activity: Environment, People
and Enterprise.
ENVIRONMENT
We recognise that the world’s population and economies are
operating in a state of ecological overshoot - we’re consuming
resources and creating waste at a rate beyond which our
planet is able to regenerate and absorb each year. We accept
that industry hasn’t moved fast enough to address this global
challenge. We’re mobilising for change by making a deep
commitment to operating our business in a manner that
deeply respects Earth’s natural systems.
PEOPLE
We believe in a fair, equitable society that provides all
with opportunities to thrive. Our refreshed commitment to
sustainability puts the communities we touch - our staff, our
farmers and their communities, our investors, our suppliers and
customers - at the centre of all we do. We also recognise that
building a fan base for our sustainability ambition, through our
actions, will help us to achieve our goals.
ENTERPRISE
We bring milk nutrition to millions around the world. As this
demand from our customers increases, as we continue to
innovate and grow our business sustainably, we have an
opportunity to bring an economic, social and environmental
glow to New Zealand.
PG 19
PAGE 20
PAGE 22
PAGE 24
Synlait Milk Limited Annual Report 2018 I ENVIRONMENT
OUR GOAL IS FOR SYNLAIT'S
NET BUSINESS IMPACT TO BE
POSITIVE FOR THE PLANET,
WITH RESTORATIVE AND
REGENERATIVE AGRICULTURE,
MANUFACTURING AND SUPPLY-
CHAIN PROCESSES.
ACHIEVING THIS GOAL MEANS
RE-IMAGINING ALL ASPECTS
OF OUR BUSINESS. ACTIONS
ACROSS THREE PRIORITY
AREAS ARE SET OUT HERE.
CLIMATE CHANGE
We’re taking on climate change because we care about the
ability for future generations to thrive. We also recognise New
Zealand’s commitment to the Paris Agreement and, as a major
emitter, seek to make a meaningful contribution to that target.
On-farm action
Agriculture accounts for almost half of New Zealand’s total
greenhouse gas emissions. Farms supplying Synlait are a
significant contributor to this. The consensus view has been
that little can be done to reduce on-farm emissions. This view
no longer holds true. Breakthrough technology paired with
best practice management can result in substantial emissions
reductions. Our staff and farmers are galvanised around
leading change.
Our goals: 35% reduction in total greenhouse gases per
kilogram of milk solids by 2028.
Off-farm action
Farms supplying Synlait represent approximately 86% of
Synlait’s total greenhouse gas emissions. The remaining 14%
alone places us amongst a group of large emitters, primarily
because of the energy intensive nature of our manufacturing
processes and supply chain. We’re re-imagining all aspects of
our business for a low-emissions future.
Our goals: 50% reduction in total greenhouse gases per
kilogram of milk solids by 2028.
We’re installing New Zealand's first
electrode boiler in our advanced liquids
plant, due for commissioning in April
2019. Running on renewable electricity,
this technology will prevent the emissions
equivalent of 9,600 households per year
versus a coal boiler.
PG 20 I
Synlait Milk Limited Annual Report 2018 OUR SUSTAINABILITY STRATEGY
ANIMAL HEALTH + WELFARE
WATER
We value our dairy animals as a sentient cornerstone of
New Zealand citizens, NGOs, the private and public sector
our healthy food products. Through exceptional farming
have all spoken loudly and clearly about their views of the
stewardship we strive for all of our dairy cows to experience
industrial and commercial use of water and the current and
a life of great health and positive wellbeing. We support our
likely future state of waterways. We recognise the challenges
supplier farmers in achieving and maintaining this goal.
and are committed to playing a substantial role in better
The Animal Health and Welfare pillar of Lead With Pride™
stewardship of water.
is about setting stockmanship expectations, providing
On-farm action
good farm infrastructure, and ensuring health protocols are
followed to meet or exceed industry best practice outcomes.
In addition to using less, we seek to eliminate our contribution
to the degradation of waterways in the catchment areas of our
Measuring, recording, benchmarking and acting based on this
operations.
measurement is critical to ensure the best productivity and
animal health and welfare outcomes.
Lead With PrideTM is Australasia’s only internationally
accredited ISO/IEC 17065 dairy farm assurance system. To
Our goals: 20% reduction in water use per kilogram of
milk solids by 2028. 45% reduction in nitrogen loss to
waterways per kilogram of milk solids by 2028.
become certified members, our suppliers must demonstrate
Off-farm action
their skills and industry leadership, above and beyond the
We’re setting out to reduce the volume of water we use
ordinary.
through all aspects of our manufacturing process. We’re also
improving the quality of the waste water that leaves our
factory.
Our goals: 20% reduction in water use per kilogram of
milk solids by 2028. 20% improvement in the quality
of waste water.
We seek to support communities that
are working to restore waterways and
surrounding biodiversity in the catchment
areas of our operations. During 2018 we will
launch a programme consisting of financial
support and mentoring for community
groups that share our vision for greater
respect and stewardship of water.
PG 21
Synlait Milk Limited Annual Report 2018 I PEOPLE
WE’RE CREATING
OPPORTUNITIES FOR ALL TO
THRIVE. AND BY BUILDING A
FAN BASE FOR OUR AMBITION,
COMMITMENT AND ACTIONS,
TOGETHER WE HAVE THE
ABILITY TO TRANSFORM OUR
INDUSTRY, BENEFIT OUR
COUNTRY AND LEAVE A LEGACY
FOR FUTURE GENERATIONS.
HEALTH, SAFETY + WELLNESS
Everything starts with care for our people. Synlait is
committed to “Everyone Home Safe, Every Day”. To do this we
ensure that health, safety and wellness is integrated into daily
life. Over the course of FY18, our monthly Total Recordable
Injury Frequency Rate (TRIFR) decreased from 25.1 recordable
injuries per million hours worked to 18.1, representing a year-
over-year improvement of 28%.
We’re focused on further improvements and have identified
five critical risks as our top priorities. Progress on mitigation
for each is reported on a monthly basis.
TRIFR
Down from 25.1 in FY17, to 18.1 in FY18
TALENT ATTRACTION + DEVELOPMENT
Building an engaged, capable, and passionate team underpins
our performance. Our focus on employee engagement in
recent years continues to show positive results. We use
Gallup’s Q12 survey tool, benchmarking our performance
against Australia, New Zealand and Oceania. We are now
in the 61st percentile - 30 percentile points higher than 12
months ago.
We have also just launched our first Future Leaders programme,
to meet the future leadership needs of the business. The aim is
to fill a pipeline of high potential people, capable of leading the
business now and in years to come.
PG 22 I
Synlait Milk Limited Annual Report 2018 OUR SUSTAINABILITY STRATEGY
DIVERSITY
THRIVING COMMUNITIES
Synlait aspires to employ and embrace a diverse range of
Our dairy farmers and employees, alongside other New
talent to reflect the diversity of the consumer landscape in the
Zealanders, depend upon the rural communities they live in.
markets that we serve. Attracting, developing and retaining
Via our supplying farmers, we significantly contribute to the
those talents is crucial for the success of our business. We
economic and social wellbeing of these communities.
believe that our ability to innovate and grow is rooted in the
diversity of thought and creativity of our people.
The communities living within the catchment areas of
our operations also care deeply about the environmental
Our new Diversity and Inclusion Policy empowers and
sustainability of their local natural systems, as do we. Our
equips our people leaders to foster a diverse and competent
community investment programme will provide financial
workplace. We are committed to enhancing gender balance
support and mentoring for local groups that share our
in our workforce and empowering women across the entire
commitment to local eco-systems such as river health and
value chain.
biodiversity.
Our Diversity and Inclusion Policy has been adopted and is
available on our website.
We will establish a social investment fund
to support local initiatives aligned with our
sustainability goals.
THRIVING FARMERS + FARM WORKERS
The greatest potential on any farm lies in its people. We
support our supplying farmers with a broad range of
advisory assistance when it comes to social sustainability.
High performing farms are made possible through robust
management and the employment of engaged, motivated
and well-trained teams. Our acclaimed Lead With PrideTM
programme supports farms to set clear objectives, select the
right people, train and develop them and keep the team safe.
In addition, we recognise that economic sustainability is
crucial for farmers. Three sets of financial incentives reward
farmers with payments above and beyond our base milk
price. Farmers with a1 protein-free herds for supply to The a2
Milk CompanyTM receive additional payments, as do farmers
following the Grass FedTM standard for supply of Grass FedTM
certified milk to Munchkin Inc. Farms certified under our Lead
With PrideTM programme also receive additional incentive
payments.
PG 23
Synlait Milk Limited Annual Report 2018 I ENTERPRISE
WE SERVE MILK NUTRITION FOR
MODERN LIFE, WORLDWIDE.
OUR PIONEERING MINDSET
DRIVES US TO DO BIGGER
THINGS, TO STAND FOR MORE,
TO PLAY A BIGGER ROLE AND
TO RETURN AN ECONOMIC
GLOW TO NEW ZEALAND.
BUSINESS PARTNERSHIPS
We leverage our sustainability credentials and ambition
to form deep partnerships with customers that share our
purpose-led philosophy and vision for people, communities
and land thriving. By demonstrating purposefulness everyday
in running our business, we continue to build the depth and
breadth of our customer base.
This year we renewed our long-term agreement with The a2
Milk CompanyTM. The revised agreement provides for a new
minimum term running to 31 July 2023. The contract also
increases both committed production capacity and the number
of products for which Synlait has exclusive supply rights.
INVESTMENT IN INNOVATION
Over the past 12 months we have significantly stepped up our
focused research and development effort. This is supporting
our existing ingredient and infant formula businesses, and
is helping us prepare for new market opportunities. We’re
targeting investment in R+D of 1.5% of revenue in FY19.
INVESTMENT
Target for R+D of 1.5% of revenue
in FY19.
PG 24 I
Synlait Milk Limited Annual Report 2018 OUR SUSTAINABILITY STRATEGY
FOOD SAFETY AND QUALITY
ACCOUNTABILITY + TRANSPARENCY
We are dedicated to manufacturing food products that
We seek success beyond profit. We will follow our strategic
provide genuine benefits for human health and wellbeing.
partner, Danone, in seeking B Corp certification and in doing
Our factories uphold the highest of standards for quality and
so will join a cohort of iconic companies such as Patagonia
safety. We have invested heavily in a food safety strategy
and Ben and Jerry’s, all sharing a view that business should be
that mandates rigorous testing for the absence of microbial
a force for good in the world.
and chemical contaminants, and every can of finished infant
formula is x-rayed to confirm the absence of foreign matter.
Our people receive all relevant food safety and quality training
so they can perform their jobs with care and confidence.
Certified B Corps meet the highest standards of verified social
and environmental performance, public transparency, and
legal accountability to balance profit and purpose. Becoming
a B Corp will frame our performance against rigorous global
standards. We anticipate being New Zealand’s first NZX listed
B Corp.
OUR AIM:
To be New Zealand’s first NZX
listed B Corp.
SUSTAINABLE SUPPLY
We work with supply chain partners that share and act upon
our view of environmental, social and economic sustainability.
Our supply chain begins with milk sourced from 200 farms
within the Canterbury region, and ingredients and packaging
sourced from suppliers that uphold the highest standards of
ethics and sustainability. Our supply chain ends with the safe
post-consumer disposal of packaging. Every step of the way
we ensure we’re working with the best companies, people
and products.
PG 25
Synlait Milk Limited Annual Report 2018 I
FINANCIAL REVIEW
Nigel Greenwood
CHIEF FINANCIAL OFFICER
PG 26 I
Synlait Milk Limited Annual Report 2018 FINANCIAL REVIEW
OVERVIEW
Reported after tax earnings were
a profit of $74.6 million, nearly
doubling the profit of $39.5 million
for FY17. While this is primarily due
to an 89% increase in the volume
of consumer packaged infant
formula sales, we have also enjoyed
an uplift in our ingredient margin
performance.
FINANCIAL PERFORMANCE
SALES
Sales (metric tonnes)
FY18
FY17
Growth %
Powders and Cream
Consumer Packaged
Lactoferrin
Total
93,042
35,580
16
122,606
18,776
11
128,637
141,393
(24)%
89%
45%
(9)%
International dairy commodity prices have lifted by 10% over
prices achieved in FY17. The commodity price movements
are depicted in the chart below. This provided an average U.S.
dollar (USD) commodity price in FY18 of $3,177 USD per MT,
$293 USD per MT above FY17 $2,884 USD per MT. Although
higher commodity prices have supported our revenue growth,
they have also supported a $0.49 kgMS increase in our base
farmgate milk price from $6.16 kgMS to $6.65 kgMS and
therefore does not impact on the profitability of ingredient
products.
Revenue in FY18 at $879.0 million is $120.0 million higher than
Weighted average dairy commodity price
FY17 ($759.0 million). This 15.8% gain reflects an increase in
$USD / MT
high value consumer packaged infant formula sales as well as
an uplift in dairy commodity prices.
Total sales volume for this period, at 128,637 metric tonnes
(MT), is 9.0% below last year’s 141,393 MT. This reduction
is attributed to a significant shift in product mix toward
consumer packaged infant formula product. The increase in
infant formula sales impacts our powders and cream sales
4000
3500
3000
by limiting the amount of milk we could process through the
2500
peak milk production months.
We received 63.6 million kilograms of milk solids (kgMS) from
2000
our contracted suppliers, 0.4 million kgMS more than FY17.
However, in FY18 we processed 4.2 million kgMS less than
FY17 (FY18: 60.8 million kg MS, FY17: 65.0 million kgMS)
due to the shift in product mix towards consumer packaged
product mentioned above. This shift in product mix meant
that we had net milk sales of 2.9 million kgMS to other
processors compared to FY17 where we purchased 1.7 million
kgMS from other processors.
Both powders and cream and consumer packaged sales
volumes are in line with the guidance we provided in our FY18
Interim Results Presentation, with consumer packaged infant
formula sales growing 89% year on year.
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PG 27
Synlait Milk Limited Annual Report 2018 I
FINANCIAL REVIEW CONTINUED
GROSS PROFIT PER METRIC TONNE (MT)
Our total gross profit per MT at $1,294 is $502 up on last year’s
$792. This is primarily driven by the increased volume of our
higher returning infant formula sales in FY18 at 28% of total
product sales compared to 13% in FY17.
Gross profit per MT has increased
$502 year on year as a result
of increased sales of consumer
packaged infant formula.
Gross profit per MT for powders and cream has increased
$369 over FY17. Gross profit in FY17 was affected by the sell
down of carry over impaired inventory at little or no margin.
MILK PRICE
The proportion of base infant formula sales to ingredient
Milk purchases remain our most significant cost when
product sales (including product internally transferred to
determining gross profit. Our final base milk price for FY18 is
blending and consumer packaging) increased from 16.6% to
$6.65 per kgMS, compared to our FY17 base milk price of $6.16
30.0%, improving the overall category gross profit per MT.
per kgMS. In addition, we paid $0.13 per kgMS in seasonal and
Note that we sold 4,789 MT of external bulk infant formula in
value added premiums (FY17 $0.14 per kgMS) to increase the
FY18 (5,318 MT in FY17).
Consumer packaged gross profit per MT has improved $44,
generated from a higher utilisation of the Dunsandel consumer
packaging facility, offset by the incremental costs associated
with the commissioning of our Auckland consumer packaging
facility in November 2017.
Lactoferrin margin per metric tonne has materially increased
over FY17 due to increased demand driving higher market
prices. Lactoferrin sales of 16MT increased 44% year on year
and delivered $4.4 million of gross profit in FY18 (FY17: $0.8m).
average total milk price to $6.78 per kgMS compared with $6.30
per kgMS in FY17. Value added premiums are lower in FY18
as we did not pay autumn premiums (FY17: $0.01 per kgMS).
This resulted in our contracted dairy farm suppliers receiving a
total of $8.2 million in additional value added premiums in FY18,
compared to $8.9 million in FY17.
Gross profit by category
Sales Volume (MT)
Gross Profit ($m)
Gross Profit / MT
FY18
FY17
FY18
FY17
FY18
FY17
Powders and Cream1
93,042
122,606
134.4
Consumer Packaged
35,580
18,776
16
11
Lactoferrin
Total
97.4
13.8
1,065
777
696
733
0.8
285,757
76,666
27.6
4.4
128,637
141,393
166.5
112.1
1,294
792
1Gross profit per MT includes both external sales volumes and internal transfers of bulk infant formula to blending and consumer packaging.
PG 28 I
Synlait Milk Limited Annual Report 2018 FINANCIAL REVIEW CONTINUED
OVERHEAD EXPENDITURE
NET FINANCING COSTS
In total our overhead expenses for FY18 at $54.2 million were
Net financing costs at $9.3 million decreased by 24% over
up $9.6 million on FY17 at $44.6 million. Notable increases in
FY17’s $12.2 million.
these overhead costs include employee costs of $6.5 million,
consultancy of $1.1 million.
As previously signalled, increases in overhead expenditure
reflect accelerated investment into capability for research and
development, business development and leadership, a key
Gross term debt interest
Less capitalised interest
Net term funding interest
aspect of our strategy for continued growth and diversification.
Working capital funding interest
SHARE OF PROFIT / (LOSS) FROM ASSOCIATES
In late January 2015 (FY15) we acquired a 25% shareholding
Interest received
Loss on derecognition of
financial assets
FY18
FY17
(6.7)
0.7
(6.0)
(3.0)
1.0
(1.3)
(8.6)
0.1
(8.5)
(2.9)
(0.0)
(0.8)
in New Hope Nutritionals for $2.2 million, which owns and
Net short term funding interest
(3.3)
(3.7)
distributes the Akara and e-Akara infant formula brands in
Net finance costs
(9.3)
(12.2)
Var.
1.9
0.6
2.5
(0.1)
1.0
(0.5)
0.4
2.9
the China market. Synlait has an exclusive manufacturing and
supply agreement for these brands with New Hope Nutritionals,
which was renegotiated in FY18 and extended for five years,
locking in a three-fold increase in volume. In the year to 31 July
2018 our share of the profits of this company were $0.4 million
(FY17 loss of $0.6 million).
EBITDA
Earnings before interest, tax, depreciation and amortisation
(EBITDA) at $138.6 million increased 56.1% on the FY17 result
of $88.8 million driven by the improved margins in FY18 as
discussed earlier.
The $2.9 million decrease in net financing costs is split
between a decrease in net interest costs associated with term
debt financing of $2.5 million and a decrease in net interest
costs associated with short term financing of $0.4 million.
Gross interest on term debt has decreased by $1.9 million to
$6.7 million in FY18 due to lower average term debt over the
year compared to FY17. Capitalised interest has increased due
to the build of the nutritional spray dryer at Synlait Pokeno
and the advanced liquid dairy packaging facility at Dunsandel.
Term debt interest, net of capitalised interest, has accordingly
reduced by $2.5 million to $6.0 million. Loss on derecognition
of financial assets is the financing cost associated with our
receivables financing programme. The increase in these
costs year-on-year reflects the increased utilisation of these
facilities.
FOREIGN EXCHANGE
The management of foreign exchange exposure is one of the
key risks of the business with many product sales being to
overseas markets creating a primarily United States Dollar
(USD) exposure risk. Our foreign exchange policy seeks to
achieve the lowest annual average New Zealand Dollar
(NZD)/USD exchange rate for the year. In FY18 we achieved
an annual average NZD/USD exchange rate of 0.705
(FY17: 0.682).
PG 29
Synlait Milk Limited Annual Report 2018 I FINANCIAL REVIEW CONTINUED
EARNINGS PER SHARE AND RETURN ON
CAPITAL EMPLOYED
FINANCIAL POSITION
Our reported basic and diluted earnings per share (EPS) for
OVERVIEW
FY18 was 41.60 cents against 22.82 cents in FY17.
Synlait also generated a pre-tax return on average capital
employed of 22.7% in FY18 compared with 14.8% in FY17.
In the 12 months to 31 July
2018, Synlait’s share price has
appreciated from $4.44 to $10.88,
generating a total shareholder
return of 145% in FY18 (FY17 34%).
CHANGE IN ACCOUNTING POLICY
FY18 saw Synlait continue the
capital investment strategy
announced in FY17 as part of
the capital raise of $97.6 million
completed in October 2016. During
FY18 Synlait has invested $103.8
million into growth projects.
Despite this significant capital expenditure, Synlait maintained
a very low leverage ratio at 0.8x EBITDA at 31 July 2018
(FY17: 0.9x EBITDA) and has a balance sheet well equipped to
The Company made a voluntary change in accounting policy
support continued capital expansion.
to more appropriately measure the value of property, plant
and equipment, moving from a revaluation to a cost model.
As a result, after tax earnings in FY18 improved $1.3m and
this change was also applied retrospectively to all reporting
periods back to FY12, when the first revaluation was applied.
Our reported net profit after tax of $74.6 million, offset by the
movement in reserves, has increased total equity to $424.7
million from $376.7 million as at 31 July 2017.
For further information on the retrospective application of the
TRADE AND OTHER RECEIVABLES
change in this accounting policy please refer to the statement
At $47.1 million, these are down by $32 million on FY17 at
of accounting policies set out in our Financial Statements
$79.0 million. This is primarily due to a combination of an
section of this report on page 52.
increase in receivables assignments year on year ($10.3m) as
$ Million
FY18
FY17 Movement
well as our internal focus on receivables collection.
Unadjusted NPAT
Decrease in Depreciation
Increase in Tax Expense
Reported NPAT
73.2
1.8
(0.5)
74.6
38.2
1.8
(0.5)
39.5
35.0
-
-
INVENTORIES
Total inventory at year end at $145.4 million is up on last
year’s $82.7 million with finished goods increasing by $55.1
35.0
million to $122.6 million and raw materials increasing by $7.6
million to $22.8 million.
Finished goods inventory increased $55.1 million (82%) to
$122.6 million driven by finished goods inventory quantities
having increased by 78% since FY17. The majority of the
increase in finished goods inventory is bulk infant formula that
has been manufactured to meet forecast consumer packaged
infant formula sales in the first quarter of FY19.
PG 30 I
Synlait Milk Limited Annual Report 2018 FINANCIAL REVIEW CONTINUED
Raw material inventory increased by $7.6 million (50%) to
the nutritional spray dryer is budgeted to cost $250 million
$15.2 million. These raw materials are primarily made up of
(excluding the cost of the land). Synlait has spent $12.7 million
lactose and other ingredients for infant formula production
constructing the plant year to date. The Agreement for Sale
as well as packaging and associated consumable items.
and Purchase for the Pokeno land is now unconditional and
The increase is the result of forecast growth in consumer
Synlait has taken possession of the Pokeno land. Title to the
packaged infant formula sales in FY19.
Pokeno land has not yet transferred to Synlait as the vendor
Both raw material and finished goods inventories were
reviewed for impairment resulting in a stock impairment
provision totalling $2.1 million (FY17: $1.8 million). Impaired
has additional obligations to complete. Accordingly, the
Pokeno land is not included within the Group’s property, plant
and equipment.
raw materials and finished goods were written down to net
In addition to the above, Synlait announced an $18 million
realisable value. In addition we took up an onerous contracts
expansion to its Dunsandel lactoferrin facility on the back of
provision of $1.3 million (FY17: $1.3 million).
signing a multi-year supply agreement that will underwrite
our investment. Year to date spend is $6.7 million.
PROPERTY, PLANT AND EQUIPMENT
$ Million
During FY18 the Group changed its accounting policy for
measuring property, plant and equipment from the revaluation
basis to the cost basis as the cost basis is considered
more reliable and relevant. This change has been applied
retrospectively to 31 July 2012 being the effective date of
the Group’s first revaluation. The impact of this change
in accounting policy is fully explained in the Changes in
Accounting Policies Note in the financial statements, however
Blending and consumer packaging
(Synlait Auckland)
Wetmix Kitchen (Synlait Dunsandel)
Liquid dairy packaging facility
(Synlait Dunsandel)
Nutritional powder manufacturing
(Synlait Pokeno)
the net decrease to the value of property, plant and equipment
Lactoferrin (Synlait Dunsandel)
was $20.6 million.
Operational capital expenditure
Property, plant and equipment at $537.7 million, increased
Total
FY18
13.4
25.2
45.8
12.7
6.7
9.4
113.2
FY17
37.0
10.4
-
-
-
11.3
58.7
$89.6 million from FY17 at $448.1 million. The year over year
increase is a consequence of total capital expenditure of
$113.2 million less depreciation of $23.6 million. The capital
expenditure primarily relates to five growth initiative projects
totalling $103.8 million.
OTHER INVESTMENTS
Other investments include our 16.7% shareholding in Primary
Collaboration of New Zealand (PCNZ) at a cost of $110,000.
This is a wholly foreign owned enterprise (WFOE), with a
During FY18 we commissioned both the blending and
shared office based in Shanghai. It was established with
consumer packaging facility at Synlait Auckland and the new
the support of New Zealand Trade and Enterprise. Other
wetmix kitchen at Dunsandel with with capital spend during
shareholders include a number of other New Zealand primary
FY18 of $13.4 million and $25.2 million respectively.
industry related companies.
In December 2017, on the back of entering into an exclusive
As noted earlier we also acquired a 25% shareholding in New
supply agreement with Foodstuffs South Island Limited for
Hope Nutritionals in late January 2015 at an initial cost of
its private label fresh milk and cream, Synlait announced that
$2.2 million. Accumulated losses of $2.0 million reduced the
it will invest $125 million to commission an advanced liquid
carrying value of our investment to $0.2m at 31 July 2017.
dairy packaging facility at Dunsandel. The plant is expected
Our current investment value is $0.6 million as New Hope
to be commissioned in the first quarter of 2019. As at 31 July
Nutritionals experienced growth in FY18 and we shared $0.4m
2018 Synlait has spent $45.8 million constructing the plant.
of their profits. This company owns and markets the Akara
In February 2018 Synlait announced the conditional purchase
of 28 hectares of land in Pokeno to establish its second
nutritional powder manufacturing site. The construction of
and e-Akara infant formula brands in the China market, which
are exclusively manufactured by Synlait.
PG 31
Synlait Milk Limited Annual Report 2018 I FINANCIAL REVIEW CONTINUED
TRADE AND OTHER PAYABLES
Trade and other payables at $152.2 million is up $10.1 million
on last year’s balance of $142.1 million. This variance reflects
three items.
The first is the increase in milk creditors and accruals which
have increased from $80.0 million in FY17 to $94.2 million in
FY18, a $14.2 million increase. This was caused by advance
payments made to our dairy farm suppliers in the 2018 season
being proportionately less than in the 2017 season (FY18: 74%,
FY17 79%.)
With Net Debt of $114.9 million,
our gearing (Net Debt / Net Debt
+ Equity) is 20.9% (FY17: 18.7%) and
our leverage (Net Debt / EBITDA) is
0.83x (FY17: 0.93x).
DERIVATIVES
As at 31 July 2018 we held $459.3 million USD in foreign
The second driver is an increase in non-milk related payables
exchange contracts as detailed in note 14 of the annual
of $13.7 million year on year.
These increases are offset by an $18.1 million decrease in
revenue in advance year on year (FY18: $21.8 million, FY17:
financial statements. These have been placed across a
24-month future period, in accordance with our Treasury
Policy.
$39.9 million) driven by a proportionately higher application of
Given the recent depreciation in the NZD/USD exchange rate,
deposits received to sales during the year.
TOTAL NET DEBT
Total net debt at year end, including both current and term
debt facilities less cash on hand was $114.9 million, an
increase of $32.3 million over the FY17 balance of $82.6
million.
$ million
Current debt
Term debt
Cash on hand
Loan facility fees
Total Net Debt
FY18
$49.3
$97.1
($32.1)
$0.6
$114.9
FY17
$72.4
$83.6
($73.8)
$0.4
$82.6
Cash spent on investing activities of $119.4 million (FY17:
$60.1 million) during the financial period was offset by cash
from operating activities of $98.4 million (FY17: $115.2 million),
resulting in a free cash outflow of $21.1 million from operating
we have mark to market unrealised losses associated with
these contracts at year-end of $7.0 million after tax. As our
foreign exchange contracts fully hedge against future USD
receipts and payments, this unrealised loss is recognised
in other reserves in equity rather than through the income
statement. The impact of these foreign exchange contracts
will play out in the periods in which they mature and they will
form part of our annual average NZD/USD exchange rate in
those periods.
We also have in place a nominal balance of $108.5 million
of interest rate swap agreements at year-end (FY17: $113.5
million) at various weighted average interest rates, generating
an unrealised mark to market loss of $4.0 million after tax due
to the fall in interest rates since these contracts were entered
into.
We continue to use dairy commodity derivatives to support
the management of the risk of movement in dairy commodity
prices. Dairy commodity derivatives with a nominal balance of
$15.3 million NZD were in place at year end (FY17: $3.2 USD),
with an unrealised mark to market gain of $0.1 million NZD
and investing activities. This together with cash outflows from
after tax.
interest paid of $11.2 million (FY17: $21.1 million) accounts for
the movement in net debt. Operating cash flows are discussed
further below.
PG 32 I
Synlait Milk Limited Annual Report 2018 FINANCIAL REVIEW CONTINUED
Year-on-year there was a $38.1 million reduction in the cash
We have four bank covenants in place within our syndicated
flow hedge reserve from $23.1 million in FY17 to ($15.0) million
bank facility agreement. These are:
in FY18. This is primarily due to a softening of the NZD / USD
exchange rate. At 31 July 2017 the Group held $300.5 million
of foreign exchange derivatives. Due to the high NZD / USD
spot rate of 0.75 at 31 July 2017, higher than the Group’s
1.
Interest cover ratio - EBITDA to interest expense of no
less than 3.00x based on full year forecast result (FY18:
14.95x).
average contracted rate on its foreign exchange derivatives
2. Minimum shareholders’ funds – exceeds $295.5 million
at that date of 0.694, an unrealised gain of $29.3m was
(FY18: $425.2 million).
3. Working capital ratio – at all times exceeds 1.50x (FY18:
4.52x).
4. Leverage ratio – no more than 3.5x (FY18: 0.82x).
The company was compliant with our bank covenants at all
times during the financial period.
Note that all unrealised gains or losses associated with our
derivatives held at year end within equity, and intangible
assets, are excluded when determining our compliance with
our minimum shareholder’s funds bank covenant calculation.
FACILITY AMENDMENTS POST BALANCE DATE
Subsequent to reporting date, the company has renewed its
facility arrangements with our bank syndicate as noted above.
recognised as a derivative asset. At 31 July 2018 the Group
held $459.3 million of foreign exchange derivatives. Due to the
low NZD / USD spot rate of 0.68 at 31 July 2018, lower than
the Group’s average contracted rate on its foreign exchange
derivatives at that date of 0.694, an unrealised loss of ($9.7)
million was recognised as a derivative liability.
OPERATING CASH FLOWS
Operating cash flows at $98.4 million were $16.8 million
down on FY17 at $115.2 million. The primary reason for this
reduction was associated with the increase in inventory
holdings at year end, described earlier in this report.
BANK FACILITIES AND COVENANTS
The company has in place three syndicated bank facilities
with ANZ and BNZ:
1. Working Capital Facility – reviewed annually in August
with a year-end facility limit of NZD $120.0 million. This
is a dual currency (NZD & USD) facility. The facility limit
increased to $225m effective from 21 August 2018.
2. Revolving Credit Facility A – matures 30 July 2021. A
$45m facility limit with amortisation of $30 million on
1 August 2018. The limit increases to $150m on 29 March
Nigel Greenwood
2019 with amortisation of $30m on 31 July 2020.
CHIEF FINANCIAL OFFICER
3. Revolving Credit Facility B - matures 31 July 2023 with a
fixed facility limit of $100m.
PG 33
Synlait Milk Limited Annual Report 2018 I BOARD OF DIRECTORS
Graeme Milne
Dr. John Penno
Sam Knowles
Bill Roest
CHAIR (INDEPENDENT)
BOARD APPOINTED DIRECTOR
NON-EXECUTIVE DIRECTOR
NON-EXECUTIVE DIRECTOR
(INDEPENDENT)
(INDEPENDENT)
Hon. Ruth Richardson
Min Ben
Sihang (Edward) Yang
Qikai (Albert) Lu
NON-EXECUTIVE DIRECTOR
BRIGHT DAIRY APPOINTED DIRECTOR
BRIGHT DAIRY APPOINTED DIRECTOR
BRIGHT DAIRY APPOINTED DIRECTOR
For more info visit our website www.synlait.com/about/key-people/
PG 34 I
Synlait Milk Limited Annual Report 2018 SENIOR LEADERSHIP TEAM
Left to Right:
Leon Clement
CHIEF EXECUTIVE OFFICER (ELT)
Nigel Greenwood
CHIEF FINANCIAL OFFICER (ELT)
Neil Betteridge
DIRECTOR, OPERATIONS (ELT)
Chris France
DIRECTOR, STRATEGY AND
TRANSFORMATION (ELT)
Dr. Suzan Horst
DIRECTOR, QUALITY REGULATORY
AND LABORATORY SERVICES (ELT)
Boyd Williams
DIRECTOR, PEOPLE, CULTURE
AND PERFORMANCE (ELT)
Matthew Foster
GENERAL MANAGER,
STRATEGIC PROJECTS
Rob Stowell
GENERAL MANAGER, SUPPLY CHAIN
Antony Moess
GENERAL MANAGER, MANUFACTURING
Callam Weetman
GENERAL MANAGER, SALES
Deborah Marris
DIRECTOR, LEGAL, RISK AND
GOVERNANCE (ELT)
Hamish Reid
DIRECTOR, SUSTAINABILITY AND
BRAND (ELT)
Martijn Jager
DIRECTOR, SALES AND BUSINESS
DEVELOPMENT (ELT)
Roger Schwarzenbach
GENERAL MANAGER, INNOVATION
AND TECHNICAL SERVICES
PG 35
Synlait Milk Limited Annual Report 2018 I OUR
GOVERNANCE
PG 36 I
Synlait Milk Limited Annual Report 2018 OUR GOVERNANCE
Our Board has continued to
develop a best-in-class governance
model for our shareholders. The
governance of our company lies
with our Board. Our Directors
are committed to ensuring the
company is well managed, focused
on success and delivers value to
our shareholders.
Our Senior Leadership Team (SLT) are highly skilled and
committed to our vision of becoming the world’s most
innovative and trusted dairy company. The team is led by our
CEO, Leon Clement, and consists of an Executive Leadership
Team (ELT) and senior executives.
MEMBERSHIP
At the Annual Meeting of Shareholders (AMS) in November
2017, Bill Roest retired and was re-appointed in accordance
with our Constitution. Graeme Milne will retire at the
AMS this year. The independent directors are able to be
re-appointed by shareholders upon returning, subject to
the Director wishing to stand for re-election. More on how
-
The SLT has expanded during 2018, and now includes
three new members as detailed in the Senior Leadership
Team page 35.
- Director and SLT succession planning was reviewed,
updated and confirmed.
- During the year, Synlait expanded its focus on risk
management appointing a Director of Legal, Risk, and
Governance, Deborah Marris, to the ELT and a Senior Risk
Manager, Curtis Morton.
OUR BOARD
Our Board is responsible for the overall corporate governance
of Synlait Milk Limited, including strategic direction,
determination of policy, approval of significant contracts
and projects, capital and operating budgets and overall
stewardship of our organisation. Our Board is committed to
ensuring we make the most from milk, while efficiently and
effectively managing the company to deliver on stakeholders’
expectations.
We are a non-standard company in terms of NZX listing
requirements with certain waivers from the NZX in this
regard. More details on the NZX waivers are detailed in our
Statutory Information section of this Annual Report (page 107),
but generally the waivers concern the appointment of our
Directors.
our Directors are appointed is detailed in section 2 of our
Our Board has up to eight Directors, and while our major
Corporate Governance Report at page 40.
shareholder Bright Dairy holds at least 37% of our shares
Governance highlights from 2018
- The Board held three strategic workshops this year
(in November 2017, March 2018 and June 2018), in
conjunction with the SLT where our purpose and vision
were reviewed and our strategy and key initiatives were
discussed. The Board and SLT value these sessions as
they increase interaction and align thinking on the future
direction of the business. In June 2018, the Board and some
members of the SLT travelled to Europe as part of a focus
on sustainability measures in dairy processing to view
developments in Europe. The trip included visits to some
of the leaders in sustainability including Danone, DWS and
Tetra Pak.
(excluding shares issued under employee share schemes),
Bright Dairy may appoint up to four of those Directors – one
of whom must be ordinarily resident in New Zealand and who
is an experienced listed company Director of standing in New
Zealand. We are fortunate to have one of our long-serving
Board members, the Hon. Ruth Richardson, to fulfil this role.
We also currently have a Director appointed by the Board,
who cannot be a Bright Dairy Director, (John Penno) and
three independent Directors (Sam Knowles, Graeme Milne
and Bill Roest). Our independent Directors bring considerable
expertise and experience to the Board.
PG 37
Synlait Milk Limited Annual Report 2018 I OUR GOVERNANCE CONTINUED
Each of our Directors is profiled on page 34 of this Annual
safety, best practice employment and that fair and proper
Report and also on our website (www.synlait.com/about/
remuneration is maintained at all times. The Committee is
key-people/board-of-directors). A third of our independent
also responsible for ensuring all training and development,
Directors retire each year. Bright Dairy may appoint their
succession planning and proper governance structures
Directors as they wish (but one must always be a New
are in place and are being properly used at all levels of the
Zealand resident, experienced Director).
company.
A detailed summary of the governance arrangements under
Both Committees have Charters governing their operation,
the waiver is set out further in section 2 of the Corporate
membership and remit to allow the company to be optimally
Governance Report on page 40.
managed and governed at all times. The Charters are available
More details can be found in our Constitution on our website
(www.synlait.com/investors/corporate-governance/).
on our website (www.synlait.com/investors/corporate-
governance/). Both Committees meet at least three times a
year, but are also available at any stage to consider any issue
The Directors held the following meetings (including
within their responsibility.
meetings in person or by conference call during the year):
- Board: Six meetings and two workshops (including
one offshore).
- Audit and Risk Committee: Five meetings.
- People and Governance Committee:
Three meetings.
OUR COMMITTEES
We also have a Continuous Disclosure Committee:
- Continuous Disclosure Committee – chaired by the
Board Chairman, Graeme Milne (other members being the
Chief Financial Officer (CFO) and Chief Executive Officer
(CEO), with the Chair of the Audit and Risk Committee
as an alternate). It monitors compliance by the company
and staff in relation to our Securities Trading Policy and
Guidelines and oversees the disclosure of “material
information” to the market in accordance with the
We have the following permanent Board Committees:
requirements of the NZX Listing Rules and the cross-filing
requirements under the ASX Listing Rules.
- Audit and Risk Committee – chaired by independent
Director Bill Roest (other members are Qikai Lu and
Graeme Milne). It is responsible for monitoring our
internal control and risk management systems, financial
reporting obligations, independent audit processes and
ensuring we comply at all times with all applicable laws,
regulations, listing rules and our own company policies
and procedures.
- People and Governance Committee (formerly the
Remuneration and Governance Committee) – chaired
by Hon. Ruth Richardson (other members are Graeme
Milne, Min Ben, Sam Knowles and Bill Roest). It is
charged with ensuring our commitment to health and
PG 38 I
Synlait Milk Limited Annual Report 2018 PG 39
Synlait Milk Limited Annual Report 2018 I OUR
CORPORATE
GOVERNANCE
REPORT
PG 40 I
Synlait Milk Limited Annual Report 2018 OUR CORPORATE GOVERNANCE REPORT
The Board and management of
Synlait are committed to ensuring
that the company adheres to best
practice governance principles
and meets all of its compliance
obligations.
During this financial year, we have complied with the NZX
Corporate Governance Code 2017 (‘NZX Code’) except
where stated otherwise below. The NZX Code sets out eight
fundamental principles (“Principle”) designed to promote
good corporate governance. Under each Principle, the NZX
Code recommends areas of good practice applying a ‘comply
or explain’ approach.
Below we have set out our compliance with each Principle.
PRINCIPLE 1: CODE OF ETHICAL BEHAVIOUR
‘Directors should set high standards of ethical
behaviour, model this behaviour and hold management
accountable for these standards being followed
throughout the organisation’.
High ethical standards are demanded from all staff and
Directors at Synlait Milk Limited. This commitment is
reflected in our Code of Ethics which applies to Directors
and employees alike, and is also outlined within our
Synlait Standards which apply to employees. Both of these
documents are available on our website (www.synlait.com/
The Synlait Standards were first launched in March 2015,
and again we are pleased to report compliance across
the business. It is reassuring that the ethical and cultural
standards we have defined for ourselves as a company are
shared among our 600-plus employees.
Synlait has a number of corporate policies including a
Securities Trading Policy, Continuous Disclosure Policy and
Guidelines and Related Party Transactions Policy. These
policies are regularly referred to and form part of the Synlait
Milk induction process for all employees.
PRINCIPLE 2: BOARD COMPOSITION AND
PERFORMANCE
‘To ensure an effective Board, there should be a balance
of independence, skills, knowledge, experience and
perspectives’.
Under our Constitution, we have a specific structure and
appointment regime for our Directors.
We are a non-standard company in terms of NZX listing
requirements, with certain waivers from the NZX in this
regard. More details on the NZX waivers are detailed in our
Statutory Information section in this Annual Report (page 107),
but generally the waivers concern the appointment of our
Directors.
Our Constitution, as approved by the NZX, outlines the
composition of the Board of Directors as follows (provided
Bright Dairy continues to hold at least 37% of our shares,
excluding shares issued under employee share schemes):
investors/corporate-governance/).
- There must be a minimum of three Directors and a
These documents set out very clear expectations of the
maximum of eight Directors.
behaviours expected of our people. The Synlait Standards
- Four Directors may be appointed by Bright Dairy (one of
needs to be read in accordance with our employment
agreements and Employee Handbook which each staff
member receives on induction. Our Employee Handbook
whom must be ordinarily a resident in New Zealand and
be an experienced listed company Director of standing
in New Zealand). All Bright Dairy Directors are required
contains detailed whistle-blower provisions should these ever
to have appropriate skills and expertise to ensure Synlait
be needed. To date, there have not been any incidents where
Milk Limited has a suitable mix of skills and experience on
these procedures have been used.
the Board.
We have reviewed both our Code of Ethics and Synlait
Standards during the year as part of our annual policy
review cycle.
- There must be at least three independent Directors.
- The Chair must be an independent Director (this also
applies to the Chair of the Audit and Risk Committee) and
the Chair of the Board has a casting vote except where
two Directors form a quorum at a meeting of the Board.
PG 41
Synlait Milk Limited Annual Report 2018 I OUR CORPORATE GOVERNANCE REPORT CONTINUED
- The Board must appoint a Managing Director who cannot
We have induction programmes and succession plans at
be one of the Bright Dairy appointed Directors. The
Board and Committee levels. Due to our smaller size, relative
Managing Director is prohibited from voting or being part
to many other publicly listed entities, we do not have a
of the quorum on matters relating to his/her remuneration,
separate standing Nomination Committee. However, the
removal and any matter relating to the appointment of a
People and Governance Committee oversees nominations to
new Managing Director.
At each AMS one third of the independent Directors must
retire and will be eligible for re-election by the shareholders.
The longest serving independent Director must be the one
to stand down. None of the Bright Dairy Directors will be
the Board and undertakes the role of a Nomination Committee.
For key appointments to our SLT, our Chairman, Managing
Director and Director of People, Culture and Performance,
interview candidates.
The Directors profiles are on our website (www.synlait.com/
required to retire by rotation and are not subject to removal
about/key-people/board-of-directors/) and are detailed on
by an ordinary resolution. However, on Bright Dairy ceasing to
pages 34 of this Annual Report.
have 37% of our shares, Synlait Milk Limited may require these
Directors to retire by rotation at the next annual meeting even
if they are not the longest serving on the Board.
During this financial year we did not have any newly appointed
directors. Moving forward, any newly appointed Director at
Synlait will enter into a Director Appointment Agreement.
In addition to the above, Directors are not permitted to
appoint alternate directors. However, a Bright Dairy Director
may appoint another Bright Dairy Director to exercise their
voting rights at a Board meeting if they cannot attend that
meeting. The quorum for a Board meeting must include two
independent Directors.
Diversity and Inclusion Policy
We have not had a formal, published diversity policy during
the year, but we have finalised our Diversity and Inclusion
Policy. We have made three key appointments to our Senior
Leadership Team and will look to continue to build a diverse
and inclusive community of great people throughout Synlait
Each of our independent Directors meets the criteria required
at all levels of the organisation. Our formal Diversity and
to be classed as “independent”.
Inclusion Policy has been adopted and is available on our
The Board has its own Charter which has been updated this
year. This is available on our website (www.synlait.com/
investors/corporate-governance/). It sets out the formal
delegations. This is then enshrined in our internal Delegated
Authorities Policy, which is available to all staff on our
intranet.
We operate a formal review of all Directors (including our
Chairman), their performance, tenure plans, capacity and
training at least once every three years. We perform detailed
reviews of the effectiveness and functioning of our Board
(including the Board Committees) and the composition of the
skill-sets and experience of our Directors.
We have established regular workshops for the Board and SLT
to attend together. Three detailed workshops for Directors and
our SLT were held during the year. Two of these workshops
focused on strategy setting sessions. The Board spent a
number of sessions with SLT working on a new corporate
brand to reflect Synlait’s move into the next 10 years.
We hope to reveal this during 2019. As well as reviewing
website (www.synlait.com).
PRINCIPLE 3: BOARD COMMITTEES
‘The Board should use committees where this will
enhance its effectiveness in key areas, while still
retaining Board responsibility’.
As mentioned above, both our Audit and Risk Committee and
People and Governance Committee have formal Charters,
which are reviewed for compliance each year. These Charters
have recently been updated and can be found on our website
along with membership details (www.synlait.com/investors/
corporate-governance/).
Minutes are taken at meetings and all information is made
available to Directors as required. We use the online portal tool
“Board Papers”, which is managed and securely hosted by
Pervasent Inc. This means our Directors not only have the latest
Board or Committee papers available to them, but also a library
of reference material, past meeting minutes, resolutions and
background papers available through the portal at any time.
company values, strategy and initiatives, there was a focus on
sustainability and health and safety management.
Each Committee’s recent proceedings are reported back by
the respective chairman of the Committee at the next full
Board meeting.
PG 42 I
Synlait Milk Limited Annual Report 2018 OUR CORPORATE GOVERNANCE REPORT CONTINUED
Our Audit and Risk Committee is chaired by independent
Meetings typically occur by email or phone as required, and
Director Bill Roest, who is a member of the Chartered
have been very flexible and effective in considering issues of
Accountants Australia and New Zealand and a fellow of
disclosure.
the Association of Chartered Certified Accountants (United
Kingdom). The majority of this Committee are independent
Directors. Qikai Lu (a Bright Dairy appointed Director) is
also a member. Qikai Lu brings considerable financial and
business experience to the Committee, and is a former public
accountant in China with one of the ‘big four’ chartered
accounting firms.
Our People and Governance Committee is chaired by the Hon.
Ruth Richardson, a Bright Dairy appointed Director.
The majority of this Committee are independent Directors.
The Board takes very seriously its obligation of ensuring
timely release of material information by Synlait Milk Limited
to the NZX notifications platform as required by the NZX
Listing Rules and the cross-filing obligations under the ASX
Listing Rules. The Board can confirm that during the year its
continuous disclosure obligations were complied with.
At each Board meeting, a detailed Compliance Report is
presented to the full Board for review and discussion and is
also considered separately by the Audit and Risk Committee.
This report looks at regulatory matters and updates,
Our Strategic Remuneration Policy is available on our website
continuous disclosure obligations around core headings and
(www.synlait.com/investors/corporate-governance/)
topics, earnings forecasts by analysts, core policy compliance,
Each of the Directors’ individual experience and qualifications
are set out on our website (www.synlait.com/about/key-
people/board-of-directors/).
We also have a Continuous Disclosure Committee. Further
detail is provided in the following section.
Takeover Protocols
We recently introduced and formalised a Takeover Policy at
the June Board meeting. Prior to establishing a formalised
policy, we relied on our external legal counsel and advisors
for advice. We are in the process of establishing more detailed
takeover protocols as part of a Takeover Manual.
NZX disclosures issued during the period between meetings
and a summary of where Synlait Milk Limited has been
mentioned in the news.
Financial Reporting
The Board has a rigorous process to ensure the quality and
integrity of our financial statements.
At each Board meeting the full Board is presented with a
detailed Business Performance Report (BPR), which looks at
the financial performance of the organisation and identifies
any risks, issues and opportunities, and attempts to quantify
the upsides and downsides should any of these items
eventuate. BPR also measure forecasts against actuals, and
explain the reasons for any variances – including whether
PRINCIPLE 4: REPORTING AND DISCLOSURE
these are timing differences or permanent variances.
‘The Board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures’.
We are subject to the disclosure requirements of securities
and other laws in New Zealand and Australia and comply
with the NZX Main Board Listing Rules.
Continuous Disclosure Policy
We have a Continuous Disclosure Policy. This Policy is
available on our website (www.synlait.com/investors/
corporate-governance/).
At each Board meeting, the
Business Performance Review (BPR)
is reviewed in detail to understand
the overall business performance.
In respect of the financial reporting for the interim and annual
financial statements, the process is first governed by the
Audit and Risk Committee. This Committee is charged with
reviewing in significant detail the financial statements and
Under this Policy, as previously mentioned above, the Board
accompanying material.
formed a Continuous Disclosure Committee chaired by
Graeme Milne, our Chairman of the Board.
PG 43
Synlait Milk Limited Annual Report 2018 I OUR CORPORATE GOVERNANCE REPORT CONTINUED
The Committee starts this process by receiving a report from
Non-Financial Disclosure
our SLT – the Detailed Management Report. This Report
considers the accounting policies used, preparation of the
financial statements, accounting estimates, significant
transactions, significant balances, additional disclosures,
banking covenants and post-balance date events.
Specific specialised reports are also presented to the
Committee for review, along with the complete set of draft
financial statements (including notes to the accounts).
For example, these reports may be in relation to treasury
management functions and policies, stock and inventory
provisions and underlying earnings.
Previously, our Annual Report has focused on financial
disclosure. During this financial year we have been
establishing reporting frameworks to disclose material
exposures to environmental, economic, social sustainability
risks and other key risks at least annually. Furthermore, during
2018, we have set up a Steering Committee and Working
Group to ensure that this information is properly collated and
recorded in our Annual Report.
We have within this Annual Report reported on our
sustainability initiatives and Health and Safety.
An audit report also accompanies the financial statements
PRINCIPLE 5 - REMUNERATION
from our auditors (currently Deloitte).
In order to support the robustness of the financial statements,
our SLT provides written representations to the Directors
in order for them to be satisfied with the internal systems
and compliance within the organisation, which underlie the
financial statement process.
‘The remuneration of directors and executives should be
transparent, fair and reasonable’.
Our Directors’ remuneration (including our Managing
Director and CEO’s remuneration) is set out in our Statutory
Information section of this Annual Report on page 107.
Our Strategic Remuneration Policy is on our website (www.
After approval by the Audit and Risk Committee, the complete
synlait.com/investors/corporate-governance/).
set of financial statements and annual report is submitted
for approval to the full Board, based on the recommendation
of the Audit and Risk Committee. Each Director is obliged
to form a view on the quality, accuracy and integrity of the
financial statements and annual report and give their approval
(or not) in accordance with the Financial Markets Conduct Act
2013 and Companies Act 1993.
On our website, we have our previous financial statements
readily available for our shareholders (www.synlait.com/
investors/annual-interim-reports/), including all our analyst
briefings and investor presentations (www.synlait.com/
investors/presentations/).
Analysts are strictly dealt with according to our published
Analyst and Media Policy, also on our website (www.synlait.
com/investors/presentations/).
Key Governance Documents
All of our key Charters, Policies and Standards are available
on our website (www.synlait.com/investors/corporate-
governance/).
This Policy is reviewed each year to ensure it meets the
strategic policy objective of attracting, rewarding and
retaining staff with the requisite skills and capabilities
to ensure our successful business outcomes. The Board
has a structured approach to remuneration, focusing on
performance equity, internal equity and external equity.
In addition, any change to remuneration is based on the
consideration of five factors: job size, market movement, an
individual’s position in relation to the salary range, individual
performance and eligibility for review.
The People and Governance Committee oversees the
operation of our Remuneration Policy, and monitors the overall
budgets for all employees. The Committee also recommends
to the Board, for approval, the remuneration arrangements for
our ELT and the CEO.
Our ELT and our employees’ remuneration details are set out
in our Statutory Information section of this Annual Report
at page 107. We also assess our ELT’s performance and the
Directors’ Fees annually.
PG 44 I
Synlait Milk Limited Annual Report 2018 OUR CORPORATE GOVERNANCE REPORT CONTINUED
We have the following share incentive plan in place for our
capitalisation as required by NZX listing rules. PSRs are non-
senior staff:
Long Term Incentive Scheme
The current ELT has a Long Term Incentive (LTI) scheme
which provides the opportunity of an award of shares in
Synlait Milk Limited. The LTI share scheme is an annual
scheme with Performance Share Rights (PSRs) granted to
Board-approved participants each year. Participants receive
PSRs which will be converted into ordinary shares in Synlait
Milk Limited within 20 working days of the Board determining
that the performance hurdles have been met during the
transferable and have no voting or other share rights and are
otherwise subject to the rules of the LTI and individual award
agreements.
The assessment period was slightly shorter for the first
tranche of PSRs than three financial years due to the capital
raising conducted between September and October 2016.
Further, for the same reason, in calculating the number of
PSRs, the closing price on the completion of the capital raising
was used.
Participants are chosen in July each year that the plan is
assessment period, being the three financial years following
operational.
the date of the award.
The employee must remain employed up to the determination
date, otherwise the PSRs will lapse. No cash consideration is
payable by the employee on the grant of PSRs or on the issue
of fully paid ordinary shares following vesting of PSRs.
Short Term Incentive (STI) Scheme
We removed the STI from remuneration packages for
salaried staff effective 1 August 2017 incorporating it into
the base remuneration. We have now removed the STI from
remuneration packages for waged staff with effect from 1
The number of PSRs granted to participants is set at one
August 2018.
quarter of their base salary divided by the volume weighted
average price of our shares over the period beginning ten
trading days before the first day of the first financial year of
the assessment period and ending ten trading days on and
from that date.
Other
We participate in Kiwisaver and pay the employer contribution
of 3% to all employees participating in the Kiwisaver scheme
as part of their fixed remuneration.
There are two performance hurdles, Total Shareholder Return
We also provide staff with, as part of their remuneration
(TSR) and Earnings Per Share (EPS). Vesting of half of the total
package, health insurance membership under the Southern
award is dependent on the TSR target being met, and the
Cross Wellbeing One policy. This cover is a broad surgical
remaining half, the EPS target being met, with the degree of
and healthcare plan which includes cover for cancer care,
vesting in each case determined by a progressive vesting scale.
unlimited surgical treatment and consultations, diagnostic
If our Total Shareholder Return (TSR) is greater than or equal
to the 75th percentile of a Peer Group over the assessment
period, 50% of the PSRs will vest. The Peer Group comprises
the NZX 50 Index companies on the first day of the
assessment period.
If our Earnings Per Share (EPS) over the assessment period
equals the Board approved EPS target plus 10%, then 50% of
the PSR will vest.
For either performance hurdle to be met, our TSR must be
positive over the assessment period. The LTI share scheme
is an annual scheme with PSRs granted to Board-approved
participants each year, noting however that the annual award
is assessed over a three year period.
Vesting of annual awards is monitored to ensure that the
imaging, tests and recovery within six months of related
eligible surgical treatment or cancer care. Families of staff are
also able to join the scheme at reduced rates.
PRINCIPLE 6 - RISK MANAGEMENT
‘Directors should have a sound understanding of the
material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer
has appropriate processes that identify and manage
potential and material risks’.
To ensure that risks are managed appropriately and in a
timely manner, the Audit and Risk Committee assists the
Board by managing our risk through a robust enterprise risk
management framework, which outlines the processes that
are used to identify and manage potential and relevant risks
value vested in any one year does not exceed 5% of market
for our business.
PG 45
Synlait Milk Limited Annual Report 2018 I OUR CORPORATE GOVERNANCE REPORT CONTINUED
Our risk management framework incorporates the following:
Our consequence categories by which risk is assessed are:
- Risk Management Policy: This policy defines the
- Health, Safety and Wellbeing
purpose, objectives and principles which direct the
implementation of risk management standards and
- Food Safety and Quality
guidelines, and defines clear roles and responsibilities for
- Financial
delivering on these objectives.
- Operational (including Information Services,
- Risk Management Standard: This standard describes
Manufacturing, Supply Chain, Research & Development)
in detail the requirements for meeting the objectives
stated in our Risk Management Policy. This includes
critical processes and functions which require detailed
risk management practices, monitoring and reporting
requirements, and standard definition and assessment
criteria (including the Synlait Risk Matrix). This standard is
supported by Risk Management Guidelines, which provide
tools and guidance on how to best meet the requirements
described in the standard.
-
In addition, we are developing a refreshed Business
Continuity and Incident Management Policy which
promotes preparedness for effective response to
significant disruptive events.
We have a clear incident management process and plans
that ensure consistent and practical operational procedures
are in place to manage significant events should they occur,
including events categorised as crises.
We have tested our incident plan during the year.
The Board receives a Risk Report noting the top and emerging
risks across the business. This report includes a summary of
the company risk profile, highlights significant changes and
emerging risks, analyses risk scenarios to quantify potential
impact on objectives, and updates on the status of controls.
This is then discussed in detail by the Board with senior
management as required.
On a six monthly basis, the full Risk Register is presented to
the Audit and Risk Committee as part of this process.
- Legal and Compliance
- Environmental
- Reputation
Our risk management structure is set out below. The structure
illustrates that risk is everyone’s responsibility and must be
supported at all organisational levels.
Board
- Provides oversight and review
Audit and Risk Committee
- Reviews risk status
- Endorses risk strategy, policy
Risk
Management
Function
SLT and Management
- Drives culture of risk management
- Manages and identifies risks
Staff and Contractors
• Comply with risk procedures
• Identify risks
Risks are assessed in a consistent way, considering both the
probability of the event occurring and the potential outcome(s)
of the event. Outcome is a combination of the significance of
consequence and the likelihood of that consequence being
To enable the Board to properly assess risk within our
business, we are developing a formalised reporting structure
to capture enterprise-wide risks and also recognise the inter-
dependencies between different functional areas in terms of
realised, given our current controls.
risk management.
PG 46 I
Synlait Milk Limited Annual Report 2018 OUR CORPORATE GOVERNANCE REPORT CONTINUED
The risk management reporting responsibilities are summarised as:
RISK MANAGEMENT REPORTING RESPONSIBILITIES
Board
- Review reports
- Communicate risk information issues back to the company
- Identify new and emerging risks
Audit and Risk Committee
- Review reports
- Communicate risk information issues back to the company
- Communicate key risk issues to the Board
- Identify new and emerging risks
SLT and Management
- Review reports
- Communicate key risk issues to the Audit and Risk Committee
- Closely monitor extreme risks
- Identify new and emerging risks
Risk owners
- Monitor and review the risks which they own
- Prepare reports for the risks which they own
- Provide their respective managers with information on the risks which they own
- Identify new and emerging risks
Risk Management
- Prepare reports
Function
- Gather risk information, for example from risk owners
- Identify new and emerging risks
Staff and contractors
- Provide risk information to those that request it
- Monitor and review risks within their areas
- Identify new and emerging risks
PRINCIPLE 7 – AUDITORS
‘The Board should ensure the quality and independence
of the external audit process’.
External Auditors
Each year both Directors and SLT review and assess the
performance of our external auditors through an internal
questionnaire reviewed by the Chair of the Audit and Risk
Committee. This survey looks at all aspects of the services
supplied by Deloitte to us including audit, relationship
Our external auditors are presently the firm of Deloitte
management and other professional services.
Limited. The lead audit partner on the engagement is Andrew
Dick. More on Andrew can be found at (www2.deloitte.com/
nz/en/profiles/andick.html).
Any services provided by Deloitte outside of their audit
function are carefully monitored. The Chair of the Audit and
Risk Committee is consulted by management where there
Deloitte was originally appointed prior to the first AMS to
could be a perception that Deloitte’s independence could
provide auditing services to us as they are also the auditors
be threatened. Where there is any doubt or risk to Deloitte’s
used by Bright Dairy in China, and there are significant
appearance of independence, then the required work is
savings and administrative advantages in having both
provided by another firm.
firms contracted in New Zealand and China, as Bright Dairy
performs a consolidation of our accounts for their reporting
purposes on the Shanghai Stock Exchange.
This has continued to be an area of focus for us this year. We
do stress that we have never had a situation where we believe
Deloitte’s independence was actually ever in question.
PG 47
Synlait Milk Limited Annual Report 2018 I OUR CORPORATE GOVERNANCE REPORT CONTINUED
In both March and September 2018, Deloitte provided us with an Independence Report, where all fees charged to Synlait Milk
Limited were examined in detail to ensure there has been no actual threat, or any appearance of a threat, to the independence,
integrity and objectivity of their role as our external auditor. These reports have not highlighted any areas for concern.
The work performed by Deloitte during FY18 is as follows:
AREA
OVERVIEW OF WORK INVOLVED
BASIS OF DECISION TO INVOLVE
DELOITTE
INVOICED FEES
Taxation
Various engagements including income
These services are compliance in nature
$114,000
tax return review, GST review, payroll
and are not inconsistent with Deloitte’s
review, high-level review of tax governance
role as auditor. Deloitte’s ongoing role as
processes, and ad hoc review work
provider of tax compliance services was
cleared with the Audit and Risk Committee
The above matters were closely examined by management
All fees paid to our auditors are also disclosed in our financial
and the Chair of the Audit and Risk Committee prior to
statements, and are in summary as follows (1 August to 31 July):
engaging Deloitte on the tasks, to ensure the objectivity and
independence of Deloitte as our external auditor was not
compromised.
There is a good relationship between the Audit and Risk
Committee (on behalf of the Board) and Deloitte. Separate
sessions are held between the Directors and the audit partner
to ensure there is no undue pressure or other issues in relation
to the conduct of the audit engagement and reporting. If
there were any complaints from our auditors, these could be
directly raised with the Board, the Chair of the Audit and Risk
Committee, or the Audit and Risk Committee itself.
Our auditors attend every Audit
and Risk Committee meeting
which is considering our Financial
Statements, and also are asked
to attend our AMS each year.
Shareholders can ask our auditors
any questions during the open
AMS forum.
Audit Work
Taxation compliance
and accounting advice
FY18
FY17
$208,000
$154,000
$114,000
$41,000
Percentage (non-audit / audit)
55%
27%
In accordance with section 207T of the Companies Act,
Deloitte will be automatically appointed at our AMS in
November 2018 unless there is a resolution to the contrary.
Our shareholders will be asked at the AMS whether or not
they approve the Board to fix the auditor’s fees and expenses
for the current financial year (FY18) in accordance with
section 207S of the Companies Act.
Internal Audit
During the year, we have undertaken substantial work to
refresh our risk management framework and processes. As
part of this refresh, we are in the process of establishing
an Internal Audit Function which will primarily focus on
risk assurance. We are implementing a Self-Assessment
Assurance Programme with respect to ensuring good quality
management, information security management, privacy and
compliance.
PG 48 I
Synlait Milk Limited Annual Report 2018
OUR CORPORATE GOVERNANCE REPORT CONTINUED
PRINCIPLE 8 - SHAREHOLDER RIGHTS
AND RELATIONS
‘The Board should respect the rights of shareholders
and foster constructive relationships with shareholders
that encourage them to engage with the issuer’.
Our Continuous Disclosure Policy (discussed under Principle
4) and Shareholder Communications Policy are designed
to ensure that the NZX, ASX, shareholders and other
stakeholders are kept updated on our activities and all major
developments which affect us. It is of the utmost importance
that we deliver this information in a timely and easily
accessible way. Both policies can be found on our website
(www.synlait.com/investors/corporate-governance/).
Access to Information
On our website we have an Investor Relations section (www.
synlait.com/investors). Here shareholders will find:
- A live feed of our share price, with historical pricing and
trading data.
Our AMS will be held this year in November in the early
afternoon, in the Christchurch area, unless otherwise advised.
All shareholders are warmly invited to attend and actively
participate in the meeting.
As mentioned above, our auditors are requested to attend the
AMS and the shareholders are given an opportunity to ask any
questions of our auditors in an open session, chaired by the
Chairman of the Board.
Stakeholder Interests
In alignment with Global Reporting Initiative
recommendations, in FY18 we undertook a review of material
sustainability topics, with input from internal stakeholders
from across Synlait’s business and operations. These are
topics with the most material relevance to our stakeholders
and the greatest significance to Synlait’s Environment, People,
and Enterprise impacts.
As a publicly listed company, we have important relationships
with our key stakeholders including our investors, employees,
customers, dairy farmers, suppliers, bankers, creditors, site
- A complete set of all announcements and releases made
neighbours, local communities and the wider regions in which
by us to the NZX and ASX, and the general media.
we operate.
- Key dates in the investor schedule, such as our
AMS, financial statements release dates, planned
announcements or updates.
- Copies of our Annual Reports and Interim Reports
(including our initial offer document).
We depend heavily on the professionalism and competence
of our milk suppliers and support them through Lead With
Pride™ (LWP). LWP is our best practice dairy farming
certification programme. LWP recognises and financially
rewards milk suppliers who achieve dairy farming best
practice. It is transformational and guarantees the integrity of
- All investor presentations.
pure natural milk produced on certified dairy farms.
-
Shareholder information relating to our share register
There are four pillars to LWP: milk quality, environment, animal
and how to contact our registry service provider
health and welfare, and social responsibility. The outputs of
(Computershare – see their details inside the back cover of
these programmes on farm are designed to benefit not only
this Annual Report).
- Our Corporate Governance section – with all our key
governance documents available.
- Our analyst and media policy.
- FAQs.
- Contact details for investor matters.
This area is regularly updated by our Investor Relations and
Communications teams.
the milk suppliers, but their staff, their neighbours and the
wider community in Canterbury, New Zealand.
Each year, all of our milk suppliers are invited to our Suppliers
Conference in June. We also invite a range of customers, rural
and financial professionals and Synlait staff. At this year’s
Supplier Conference we announced our focus on creating
a sustainable future with bold targets aimed at reducing
our environmental impact significantly as set out on pages
18-25. At the conference, we held our 2018 Dairy Honours
Awards ceremony and recognised the achievements of
our milk suppliers with nine major awards focused on best
practice dairy farming. In addition, a number of suppliers were
inducted into the LWP honour roll.
PG 49
Synlait Milk Limited Annual Report 2018 I OUR CORPORATE GOVERNANCE REPORT CONTINUED
We also work very closely with all our ingredient suppliers,
Our Milk Supply team regularly makes its BBQ trailer available
transport partners, temporary staffing agencies, engineering
to grassroots fundraising and community events.
Our own staff are well served with regular communications.
On a quarterly basis our staff newsletter Vantage is distributed,
and on a monthly basis a business update is communicated to
all staff at a team level. This is on top of noticeboards, regular
team meetings, an active intranet portal and several events
during the year to bring teams and the company together for
work and social purposes.
Our social club is very active and makes sure a variety of
events and activities are available for staff and their families
throughout the year. This included barbeque events at the
Dunsandel site, movie and theatre nights, pub quizzes, an
annual ski day, an All Blacks rugby trip, and more.
We also have policies governing all our interactions with these
various stakeholders which establish a framework for acting
fairly towards them, and this is enshrined at Board level within
or Code of Ethics and within our Synlait Standards. Copies
of both documents are on our website (www.synlait.com/
investors/corporate-governance).
The Board assess compliance with these policies annually.
partners, and contractors. We have contracts with each of
them to regulate our relationships fairly, and to clearly define
and detail our expectations of the highest quality products
and services.
All of our key ingredient suppliers
are thoroughly audited and
reviewed on a regular basis by our
Procurement Team in addition to
the continual quality monitoring
programming which we have in
place throughout our supply-chain
and production process.
We value our relationship with iwi and remain a party to a
Cultural Advisory Group with Te Taumutu Ru-nanga which
was established in FY16 to further our strategic relationship.
This Cultural Advisory Group aims to improve collaboration
and strengthen our relationship by providing a mechanism to
engage outside Resource Management Act processes where
consultation has traditionally occurred.
Being a good member of the community is important to Synlait.
We hand deliver our ‘In the Loop’ newsletter to our neighbours
when we have news to share. This newsletter is a key tool in
keeping our neighbours informed about our operations, our
upcoming plans and gives the opportunity speak to them in
person to ensure our relationship remains strong.
In FY18 we also continued to sponsor our local rugby club
(Dunsandel-Irwell Rugby Football Club Inc.) via a sponsorship
valued at $12,500. We are active supporters of farming
and agricultural activities, conferences, workshops and
programmes throughout rural Canterbury.
PG 50 I
Synlait Milk Limited Annual Report 2018 i
i
s
n
o
s
c
e
D
s
r
e
d
o
h
e
k
a
t
S
n
o
l
e
c
n
e
u
fl
n
I
OUR CORPORATE GOVERNANCE REPORT CONTINUED
MATERIALITY MATRTIX
1
8
5
3
4
2
7
9
6
10
Significance to Environment, People and Enterprise
+
ENVIRONMENT
PEOPLE
ENTERPRISE
+
-
1
2
3
Climate Change
4
Employee Health, Safety
Animal Health and Welfare
Water Management
5
6
and Well-being
Sustainable Supply Chain
7
8
9
Food Safety
Innovation
Industry Leadership
Thriving Farms and Farm Workers
10
Talent Attraction and Development
PG 51
Synlait Milk Limited Annual Report 2018 I
OUR
FINANCIAL
STATEMENTS
PAGE 52 I
PAGE 52 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 SYNLAIT MILK LIMITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
CONTENTS
Directors’ responsibility statement
Financial statements
Income statement
Statement of comprehensive income
Statement of changes in equity
Statement of financial position
Statement of cash flows
Statement of accounting policies
Notes to the financial statements
Performance
1 Revenue recognition and segment information
2 Expenses
3 Reconciliation of profit after income tax to net cash inflow from operating activities
Working capital
4 Trade and other receivables
5
Inventories
6 Trade and other payables
Long term assets
7 Property, plant and equipment
8
Intangible assets
Debt and equity
9 Finance income and expenses
10 Loans and borrowings
11 Share capital
12 Share based payments
13 Reserves and retained earnings
Financial risk management
14 Financial risk management
15 Financial instruments
Other
16 Income tax
17 Other investments
18 Related party transactions
19 Contingencies
20 Commitments
21 Events occurring after the reporting period
22 Other accounting policies
Auditor’s report
PAGE
54
55
56
57
58
59
60
64
64
65
66
68
69
70
72
74
78
78
79
80
82
84
90
95
98
99
100
100
101
101
102
I PAGE 53
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 DIRECTORS’ DECLARATION
31 JULY 2018
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are pleased to present the financial statements for Synlait Milk Limited and its subsidiaries, Synlait Milk Finance
Limited, The New Zealand Dairy Company Limited, and Eighty Nine Richard Pearse Drive Limited (together “the Group”) as set out
on pages 52-101 for the year ended 31 July 2018.
The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group as at 31 July
2018 and the financial performance and cash flows for the year ended on that date.
The Directors consider that the financial statements of the Group have been prepared using appropriate accounting policies,
consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting and accounting
standards have been followed.
The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination
of the financial position of the Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act
2013.
For and on behalf of the Board.
Graeme Milne
CHAIRMAN
18 September 2018
Willem Jan (Bill) Roest
INDEPENDENT DIRECTOR
18 September 2018
PAGE 54 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 INCOME STATEMENT
FOR THE YEAR ENDED 31 JULY 2018
Revenue
Cost of sales
Gross profit
Other income
Share of profit/(loss) from associates
Sales and distribution expenses
Administrative and operating expenses
Earnings before net finance costs and income tax
Finance expenses
Finance income
Loss on derecognition of financial assets
Net finance costs
Profit before income tax
Income tax expense
Net profit after tax for the year
Earnings per share
Notes
1
2
1
17
2
2
9
9
4,9
9
16
2018
$'000
2017
$'000
(restated)
879,001
758,994
(712,533)
(646,942)
166,468
112,052
430
426
(20,603)
(33,636)
113,085
(8,969)
1,023
(1,329)
(9,275)
103,810
(29,257)
74,553
680
(560)
(16,558)
(28,021)
67,593
(11,429)
18
(802)
(12,213)
55,380
(15,850)
39,530
Basic and diluted earnings per share (cents)
11
41.60
22.82
Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to the statement of accounting policies.
The accompanying notes form part of and are to be read in conjunction with these financial statements.
I PAGE 55
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2018
Profit for the period
Items that may be reclassified subsequently to profit and loss
Effective portion of changes in fair value of cash flow hedges
Income tax on other comprehensive income
Total items that may be reclassified subsequently to profit and loss
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Notes
14
16
2018
$'000
2017
$'000
(restated)
74,553
39,530
(38,081)
10,663
(27,418)
(27,418)
47,135
3,597
(1,007)
2,590
2,590
42,120
Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to the statement of accounting policies.
The accompanying notes form part of and are to be read in conjunction with these financial statements.
PAGE 56 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2018
Group
Notes
Equity as at 1 August 2016 (restated)
Profit or loss for the year (restated)
Other comprehensive income
Effective portion of changes in fair value
of cash flow hedges
Movement in time value hedge reserve
Income tax on other comprehensive income
Total other comprehensive income
Issue of new shares
Employee benefits reserve
11
12,13
Capitalisation of employee benefits reserve
Total contributions by and distributions
to owners
Share
capital
$’000
172,247
–
–
–
–
–
95,409
–
418
95,827
Employee
benefits
reserve
Cash flow
hedge
reserve
Retained
earnings
Total
equity
$’000
435
–
–
–
–
–
–
19
(418)
(399)
$’000
14,032
–
4,265
(668)
(1,007)
2,590
–
–
–
–
$’000
52,453
39,530
$’000
239,167
39,530
–
–
–
–
–
–
–
–
4,265
(668)
(1,007)
2,590
95,409
19
–
95,428
Equity as at 31 July 2017 (restated)
268,074
36
16,622
91,983
376,715
Profit or loss for the year
Other comprehensive income
Effective portion of changes in fair value
of cash flow hedges
Movement in time value hedge reserve
Net change in fair value of cash flow hedges
transferred to profit and loss
Income tax on other comprehensive income
Total other comprehensive income
Employee benefits reserve
12, 13
Total contributions by and distributions
to owners
–
–
–
–
–
–
–
–
Equity as at 31 July 2018
268,074
–
–
–
–
–
–
894
894
930
–
74,553
74,553
(38,006)
(75)
–
10,663
(27,418)
–
–
–
–
–
–
–
–
–
(38,006)
(75)
–
10,663
(27,418)
894
894
(10,796)
166,536
424,744
Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to the statement of accounting policies.
The accompanying notes form part of and are to be read in conjunction with these financial statements.
I PAGE 57
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2018
Current assets
Cash and cash equivalents
Trade and other receivables
Goods and services tax refundable
Income accruals and prepayments
Inventories
Derivative financial instruments
Other current assets
Total current assets
Non‑current assets
Property, plant and equipment
Intangible assets
Goodwill
Other investments
Derivative financial instruments
Total non‑current assets
Total assets
Current liabilities
Loans and borrowings
Trade and other payables
Current tax liabilities
Derivative financial instruments
Total current liabilities
Non‑current liabilities
Loans and borrowings
Deferred tax liabilities
Derivative financial instruments
Total non‑current liabilities
Total liabilities
Equity
Share capital
Reserves
Retained earnings
Total equity attributable to equity holders of the Group
Total equity and liabilities
Notes
2018
$’000
2017
2016
$’000
(restated)
$’000
(restated)
4
5
14, 15
7
8
8
17
14,15
10
6
14,15
10
16
14, 15
11
13
32,129
47,145
6,536
4,340
145,404
2,906
1,375
73,827
79,028
5,080
2,862
82,695
14,995
–
2,045
37,793
656
2,446
73,885
33,049
–
239,835
258,487
149,874
537,669
448,114
11,051
3,643
690
793
553,846
793,681
3,246
3,643
264
17,431
472,698
731,185
49,321
72,448
152,199
142,084
27,391
7,783
13,894
3,904
409,635
4,140
–
824
1,729
416,328
566,202
46,546
55,598
11,702
6,737
236,694
232,330
120,583
97,065
24,364
10,814
132,243
368,937
83,637
33,486
5,017
122,140
354,470
168,908
28,990
8,553
206,451
327,034
268,074
268,074
172,247
(9,866)
166,536
424,744
793,681
16,658
91,983
376,715
731,185
14,467
52,453
239,168
566,202
Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to the statement of accounting policies.
The accompanying notes form part of and are to be read in conjunction with these financial statements.
PAGE 58 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2018
Cash flows from operating activities
Cash receipts from customers
Cash paid for milk purchased
Cash paid to other creditors and employees
Goods and services tax (payments)
Income tax payments
Net cash inflow from operating activities
Cash flows from investing activities
Interest received
Acquisition of property, plant and equipment
Proceeds from sale of property, plant and equipment
Acquisition of intangible assets
Acquisition of subsidiaries, net of cash acquired
Net cash outflow from investing activities
Cash flows from financing activities
Receipt of cash from issue of shares (net)
Drawdown/(repayments) of borrowings
Net movement in working capital and trade finance facilities
Interest paid
Net cash (outflow) / inflow from financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at end of year
Notes
2018
$’000
2017
$’000
893,618
(494,695)
(285,163)
(1,456)
(13,914)
98,390
3
738,042
(401,065)
(207,578)
(4,055)
(10,169)
115,175
1,023
18
(110,416)
(33,057)
(168)
(9,873)
–
(119,434)
11
–
13,700
(23,126)
(11,228)
(20,654)
(41,698)
73,827
32,129
19
(226)
(26,906)
(60,152)
95,409
(92,405)
25,902
(12,147)
16,759
71,782
2,045
73,827
The accompanying notes form part of and are to be read in conjunction with these financial statements.
I PAGE 59
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 STATEMENT OF ACCOUNTING POLICIES
REPORTING ENTITY
The consolidated financial statements (“financial statements”)
presented are those of the Group, including Synlait Milk
Limited and its subsidiaries Synlait Milk Finance Limited, The
New Zealand Dairy Company Limited, and Eighty Nine Richard
Pearse Drive Limited.
Synlait Milk Limited is primarily involved in the manufacture
and sale of dairy products.
The parent company, Synlait Milk Limited, is a profit oriented
entity, domiciled in New Zealand, registered under the
Companies Act 1993 and listed on the New Zealand Stock
Exchange and the Australian Securities Exchange. Synlait Milk
Limited is a FMC reporting entity under the Financial Market
Conducts Act 2013 and its financial statements comply with
that Act.
BASIS OF PREPARATION
The financial statements of the Group have been prepared in
accordance with Generally Accepted Accounting Practice.
They comply with New Zealand equivalents to International
Financial Reporting Standards (‘NZ IFRS’) and other applicable
Financial Reporting Standards, as applicable for profit oriented
entities. The consolidated financial statements also comply
with International Financial Reporting Standards (‘IFRS’).
The financial statements were authorised for issue by the
directors on 18 September 2018.
Basis of Measurement
These financial statements have been prepared on the
historical cost basis except for certain items as identified in
specific accounting policies.
Functional and presentation currency
Items included in the financial statements of the Group
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 ($), which is the Company’s functional currency
and are rounded to the nearest thousand ($000).
Transactions and balances
Transactions in foreign currencies are translated to the
functional currency at the exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in
foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date.
Use of accounting estimates and judgements
The preparation of these financial statements in conformity
with NZ IFRS requires management to make judgements,
estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from
these estimates and assumptions.
Estimates and assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period
in which the estimate is revised and in any future periods
affected.
Key sources of estimation uncertainty and key judgements
relate to assessment of impairment of inventory, standard
costs used for measuring inventory, the industry milk price,
impairment of land, buildings, and plant and equipment,
the derecognition of financial assets, and the assessment of
impairment of goodwill.
BASIS OF CONSOLIDATION
The Group’s financial statements consolidate the financial
statements of Synlait Milk Limited and its subsidiaries,
accounted for using the acquisition method, and the results
of its associates, accounted for using the equity method.
Intercompany transactions and balances between group
companies are eliminated upon consolidation.
SIGNIFICANT ACCOUNTING POLICIES
Accounting policies, accounting estimates and judgements
that summarise the measurement basis used and are relevant
to the understanding of the financial statements are provided
throughout the accompanying notes and are designated by a
shaded area.
The accounting policies adopted have been applied
consistently throughout the periods presented in these
financial statements, except for the change in accounting
policy relating to property, plant and equipment.
= Accounting policies
= Accounting estimates
PAGE 60 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 STATEMENT OF ACCOUNTING POLICIES
Under NZ IFRS 15 an entity shall recognise revenue when a
performance obligation is satisfied, which is a move to a control
based revenue recognition approach as revenue recognition
occurs when control of the goods or services underlying
the particular performance obligation is transferred to the
customer. NZ IFRS 15 prescribes more extensive disclosure
requirements and guidance on specific scenarios. Based on
preliminary analysis, the directors do not anticipate that the
implementation of NZ IFRS 15 will have a significant impact on
the financial performance of the Group.
- NZ IFRS 16 ‘Leases’ (effective 1 January 2019)
NZ IFRS 16 removes the current dual accounting treatment
of leases and will apply a single on-balance sheet
accounting treatment for all leases, similar to current finance
lease accounting. This standard will be effective from the
Group’s 2020 financial year. This standard is unlikely to have
a material impact on the Group’s financial statements.
- NZ IFRS 17 ‘Insurance Contracts’ (effective
1 January 2021)
NZ IFRS 17 provides a consistent framework for accounting
for insurance contracts. This standard will be effective from
the Group’s 2022 financial year. The impact of this standard
has not yet been determined.
There are no other standards that are not yet effective and that
are expected to have a material impact on the entity in the
current or future reporting periods and on foreseeable future
transactions.
CHANGES IN ACCOUNTING POLICIES
The Group adopted a policy of revaluing its property, plant
and equipment in 2009 with the first revaluation applied with
an effective date of 31 July 2012. The Group has relied upon
independent valuations of such assets for determining fair
value. As dairy processing assets are specialised in nature
and there is a limited market for trading them in New Zealand
revaluations have been prepared on a depreciated replacement
cost basis to determine the fair market value.
Standards, amendments and interpretations to existing
standards that are not yet effective
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for
the Group’s accounting periods beginning on or after 1 January
2018 but which the Group has not early adopted:
- NZ IFRS 9 (2014) ‘Financial Instruments’
(effective from periods beginning on or after
1 January 2018)
NZ IFRS 9 establishes the principles for hedge accounting,
measurement, classifications and impairment of financial
assets. The Group has previously early adopted NZ IFRS 9
(2013) effective from 1 August 2014. NZ IFRS 9 (2014) is
the final replacement of IAS 39 and consolidates previous
issuances of NZ IFRS 9. This standard will be effective from
the Group’s 2019 financial year.
Based on preliminary analysis, the Group will be required to
adopt the new single forward-looking impairment model on
a holistic view based on a full lifetime expected loss basis
of trade debtors. The directors do not anticipate that the
implementation of NZ IFRS 9 (2014) will have a significant
impact on the financial performance of the Group.
- NZ IFRS 15 ‘Revenue from Contracts with Customers’
(effective from periods beginning on or after
1 January 2018)
NZ IFRS 15 establishes a single comprehensive revenue
recognition model that applies to revenue arising from
contracts with customers across all industries. This standard
will be effective for the Group’s 2019 financial year.
NZ IFRS 15 establishes the core principle that an entity
should recognise revenue to depict the transfer of promised
goods or services in an amount reflecting the consideration
the entity expects to be entitled to in exchange for those
goods or services. To apply this principle, an entity should
apply the following five step model:
-
Identify the contract;
-
Identify the performance obligations in the contract;
- Determine the transaction price;
- Allocate the transaction price to the performance
obligations; and
- Recognise revenue when (or as) each performance
obligation is satisfied.
I PAGE 61
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 STATEMENT OF ACCOUNTING POLICIES
The Group has elected to make a voluntary change in
accounting policy in relation to the measurement basis for
property, plant, and equipment and move to a cost basis as
it is reliable and more relevant. The cost basis is considered
a reliable basis for measurement of property, plant, and
equipment as the Group has maintained its fixed asset register
with comprehensive records of the cost and accumulated
depreciation of all assets. Cost will become increasingly
relevant as the Group continues to expand into new business
segments in multiple geographical locations. Cost aligns with
both local and global dairy industry practice for similar long
lived core operating assets. Cost also aligns with the policy of
the Group’s largest shareholder, Bright Dairy & Food Co., Ltd.
During FY18 the Group has signalled a significant change to its
business, announcing the construction of the liquid milk plant,
to be commissioned during FY19, which is its first move into
the fast moving everyday dairy consumer goods business, with
further strategic growth in this area expected. Furthermore,
during FY18 the Group commissioned its Auckland blending
and canning plant, opened its Palmerston North R+D centre,
and announced the build of its Pokeno spray drying operation
(due to be commissioned during FY20). Further investments
into production capacity and at new locations is expected
over time. Due to the Group’s organic growth and anticipated
growth into the everyday dairy and adult nutrition categories,
management considers that FY18 is the appropriate juncture to
change its accounting policy.
The change in accounting policy has been applied
retrospectively to the year ended 31 July 2012 which is the
effective date of the first revaluation the Group applied to its
property, plant, and equipment. The Group has maintained
detailed cost records which have allowed for property, plant,
and equipment to be restated at actual historical cost less
subsequent accumulated depreciation in each of the previous
fiscal years dating back to 31 July 2012.
The change in accounting policy has had the following impacts
on the current and prior years presented in these financial
statements:
Decrease in depreciation
Increase in income tax expense
Increase in profit for the year
Decrease in property, plant and
equipment
2018
$’000
1,816
(508)
1,308
2017
$’000
1,816
(508)
1,308
2016
$’000
1,816
(508)
1,308
2015
$’000
599
(168)
431
2014
$’000
599
(168)
431
2013
$’000
599
(168)
431
2012
$’000
-
-
-
(20,621)
(22,438)
(24,254)
(26,071)
(9,859)
(10,458)
(11,056)
Decrease in deferred tax
5,562
6,071
6,579
7,088
Decrease in asset revaluation
reserve
(20,276)
(20,276)
(20,276)
(20,276)
2,713
(8,008)
2,880
(8,008)
3,048
(8,008)
Increase in basic and diluted
earnings per share ($)
2018
0.008
2017
0.008
2016
0.009
2015
0.003
2014
0.003
2013
0.004
2012
0.000
PAGE 62 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 PERFORMANCE
This section covers the Group’s financial performance and includes the following notes:
1 Revenue recognition and segment information
2 Expenses
3 Reconciliation of profit after income tax to net cash inflow from operating activities
64
65
66
I PAGE 63
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
1 REVENUE RECOGNITION AND SEGMENT INFORMATION
SALES OF GOODS
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns,
discounts and allowances. Revenue is recognised when the significant risks and rewards of ownership have been
transferred to the buyer, recovery of the consideration is probable, and the associated costs and possible return of goods
can be estimated reliably.
Transfers of risks and rewards vary depending on the individual terms of the contract of sale.
Dairy products
Other sundry income
Total income
2018
$’000
2017
$’000
879,001
758,994
430
680
879,431
759,674
DESCRIPTION OF SEGMENTS
The Group operates in one industry, being the manufacture and sale of milk powder and milk powder related products.
The Board makes resource allocation decisions based on expected cash flows and results of the Group’s operations as a
whole and the Group therefore has one segment.
Although the Group sells to many different countries, the Group operates in one principal geographical area being New Zealand.
Revenues of approximately 69% (2017: 48%) are derived from the top three external customers.
The proportion of sales revenue by geographical area is summarised below:
2018
8%
24%
9%
30%
26%
3%
2017
8%
37%
19%
15%
18%
3%
100%
100%
China
Rest of Asia
Middle East and Africa
New Zealand
Australia
Rest of World
Total
PAGE 64 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
2 EXPENSES
The following items of expenditure are included in cost of sales
Depreciation and amortisation
Employee benefit expense
Export freight
Rent
Increase / (decrease) in inventory provision
(Decrease) / increase in onerous contract provision
The following items of expenditure are included in sales and distribution
Depreciation and amortisation
Employee benefit expense
Rent
The following items of expenditure are included in administrative and operating expenses
Depreciation and amortisation
Employee benefit expense
Directors fees
Share based payments expense
Deloitte services included in administrative and operating expenses
Statutory audit fee
Half year accounts review
Taxation compliance
Accounting advice and other consulting
Total Deloitte services
2018
$’000
22,354
42,948
9,141
540
393
(12)
1,640
8,964
2,450
1,562
17,141
601
588
168
40
114
–
322
2017
$’000
18,416
29,674
13,686
541
(1,441)
376
1,436
6,582
2,389
1,344
12,974
498
21
125
29
30
11
195
Export freight has decreased by $4.5m due to changes in customer mix.
Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to the statement of accounting policies.
I PAGE 65
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
3 RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH INFLOW
FROM OPERATING ACTIVITIES
Profit for the year
Non‑cash and non‑operating items:
Depreciation and amortisation of non-current assets
Loss / (gain) on sale of fixed assets
Write off intangibles
(Gain) / loss from associate
Non-cash share based payments expense
Interest costs classified as financing cash flow
Interest received classified as investing cash flow
Loss on derecognition of financial assets
Deferred tax
Gain / (loss) on derivative financial instruments
Movements in working capital:
Decrease / (Increase) in trade and other receivables
(Increase) in prepayments
(Increase) in inventories
(Increase) in other current assets
Increase in trade and other payables
Increase in current tax liabilities
2018
$’000
74,553
2017
$’000
39,530
25,556
21,196
168
175
(426)
588
9,001
(1,023)
1,297
1,846
323
31,884
(1,477)
(62,709)
(1,456)
6,592
13,498
(19)
64
560
19
11,429
(18)
802
3,489
(420)
(41,236)
(416)
(8,810)
(4,424)
92,432
2,192
Working capital items acquired
–
(1,197)
Net cash inflow from operating activities
98,390
115,175
Comparative numbers have been restated due to a voluntary change in accounting policy. Refer to the statement of accounting policies.
PAGE 66 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 WORKING CAPITAL
The working capital section gives information about the short term assets and liabilities of the Group.
This section includes the following notes:
4 Trade and other receivables
5 Inventories
6 Trade and other payables
68
69
70
I PAGE 67
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
4 TRADE AND OTHER RECEIVABLES
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course
of business. If collection is expected in one year or less they are classified as current assets. If not, they are classified as
non-current assets.
The recoverable amount of the Group's receivables which are carried at amortised cost is calculated as the present value of
estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial
recognition of these financial assets). Receivables with a short duration are not discounted.
Impairment losses on an individual basis are determined by an evaluation of the exposures on an instrument by instrument
basis. All individual instruments that are considered significant are subject to this approach.
For trade receivables which are not significant on an individual basis, impairment is assessed on a portfolio basis based
on numbers of days overdue, and taking into account the historical loss experienced in portfolios with a similar amount of
days overdue.
Trade receivables
Provision for doubtful receivables
Net trade receivables
Other receivables
Total receivables
(a) Impaired receivables
2018
$’000
46,566
–
46,566
579
47,145
2017
$’000
77,550
(13)
77,537
1,491
79,028
As at 31 July 2018, trade receivables of $1.4m were overdue but not impaired (2017: $1.6m). All of the overdue receivables have since
been collected.
The aging analysis of these overdue trade receivables is as follows:
Over due by
0 to 30 days
30 to 60 days
Over 60 days
Total overdue trade receivables
2018
$’000
1,025
223
124
1,372
2017
$’000
732
855
48
1,635
(b) Allowance for bad and doubtful receivables
The Group has recognised a loss of $nil in relation to unrecoverable trade receivables during the year (2017: $20,000).
(c) Trade and other receivables
Accounts receivable are amounts incurred in the normal course of business.
Receivables denominated in currencies other than the functional currency comprise NZ$45.8m (2017: $77.1m) of USD denominated
trade receivables.
PAGE 68 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(d) Derecognised financial assets
The Group has derecognised trade receivables that have been sold to two banks under the terms of receivables purchase
agreements entered into during July 2015 and January 2016. The Group routinely assess the terms of the agreements and
has determined that substantially all the risks and rewards have been transferred to the banks. Receivables selected for
assignment are with customers with strong credit ratings and good payment histories. This minimises the risk (and therefore
consequences) of late payment or default, as well as resulting in little volatility in the present value of future cash flows in
relation to assigned receivables under the various scenarios detailed in the terms of the two agreements. An evaluation of
external evidence of credit risk has also been performed for each customer. The Group has assigned $68.5m of receivables as
at 31 July 2018 (31 July 2017: $58.2m).
The Group has assessed its continuing involvement in the assigned receivables and determined that the fair value of
continuing involvement is immaterial. The Group reassesses the facility for qualification for derecognition at each reporting
date, when the terms of the facility are amended, and assesses each new customer at the initial assignment of a receivable.
There have been no new customers assigned during the period.
If the Group’s customers defaulted on all trade receivables that have been derecognised at balance date, the Group would be
required to pay a late payment charge of $6,320 per day for each day that these receivables remain overdue, assuming that
market conditions remain unchanged from reporting date. The likelihood that debtors will fall overdue or remain overdue for
a long period of time is small, given the strong credit ratings and good payment histories of the customers whose receivables
have been selected for assignment.
The loss for the period of $1.3m arising from derecognition of assigned receivables is the discount paid to the banks for
acquiring these receivables.
5
INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable,
direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the
basis of normal operating capacity. Cost is determined on a weighted average basis and in the case of manufactured goods,
includes direct materials, labour and production overheads. Net realisable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Estimates are required in relation to net realisable value which is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses. Reviewing the net realisable values is carried out by
management on a periodic basis and any reduction to cost is provided by way of stock provision.
A key management estimation in determining inventory cost is the Monthly Milk Price which is derived from a forecast milk
price for the year. The Monthly Milk Price forms a key component of the product cost through the year.
The estimate of the industry milk price is a key assumption applied by management in the financial statements. This industry
price is used for milk purchased or received from other processors during the year..
Raw materials at cost
Finished goods at cost
Finished goods at net realisable value
Total inventories
2018
$’000
22,833
94,881
27,690
145,404
2017
$’000
15,249
54,930
12,516
82,695
I PAGE 69
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
The Group has increased its inventory holdings, particularly bulk infant formula, to meet forecast consumer packaged infant formula
sales in the first two quarters of the 2019 financial year.
The total inventory provision as at reporting date was $2.1m (2017: $1.8m) of which $1.9m related to finished goods and $0.2m
related to raw materials.
The total onerous contracts provision as at reporting date was $1.3m (2017: $1.3m).
6 TRADE AND OTHER PAYABLES
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less otherwise they are
presented as non-current liabilities.
Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and are
subsequently measured at amortised cost using the effective interest method. Payables that are settled within a short
duration are not discounted.
Trade payables
Accrued expenses
Employee entitlements
Total trade and other payables
2018
$’000
55,328
91,985
4,886
152,199
2017
$’000
34,986
103,590
3,508
142,084
Payables denominated in currencies other than the functional currency comprise NZ$0.2m (2017: $0.4m) of USD and AUD
denominated trade payables and accruals.
PAGE 70 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 LONG TERM ASSETS
The assets section provides information about the long term investments made by the Group to operate the business and
generate returns to shareholders. This section includes the following notes:
7 Property, plant and equipment
8 Intangible assets
72
74
I PAGE 71
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
7 PROPERTY, PLANT AND EQUIPMENT
RECOGNITION AND MEASUREMENT
Property, plant and equipment are initially measured at cost less accumulated depreciation.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working
condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are
located.
When a self-constructed asset meets the definition of a qualifying asset under NZ IAS 23 ‘Borrowing Costs’, borrowing costs
directly attributable to the construction of the asset are capitalised until such a time as the asset is substantially ready for its
intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
When major components of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment.
SUBSEQUENT COSTS
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it
is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured
reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
DEPRECIATION
Depreciation of property, plant and equipment is recognised in profit or loss on a straight line basis over the estimated useful
lives of each part of an item of property, plant and equipment.
Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated.
Capital work in progress is not depreciated. The total cost of this work is transferred to the relevant asset category on the
completion of the project and then depreciated.
The estimated useful lives for the current and comparative periods are as follows:
Buildings
Plant and equipment
Fixtures and fittings
10 - 50 years
3 - 33 years
2 - 14 years
Depreciation methods, useful lives and residual values are reassessed at each reporting date.
PAGE 72 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
Land
Buildings
Plant and
equipment
Fixtures and
fittings
Capital work
in progress
$’000
$’000
$’000
$’000
$’000
Cost
Cost
Balance as at 1 August 2016
Additions
Acquisitions through business
combinations
Reclassification / transfer
Disposals
3,499
3,499
68
3,890
–
–
117,858
117,858
349,868
349,868
–
8,510
558
–
–
–
7,474
(413)
Balance as at 31 July 2017
7,457
126,926
356,929
Additions
Reclassification / transfer
Disposals
–
–
–
–
9,785
–
–
63,116
(196)
Balance as at 31 July 2018
7,457
136,711
419,849
Accumulated depreciation
Cost
Balance as at 1 August 2016
Depreciation
Disposals
Balance as at 31 July 2017
Depreciation
Disposals
Balance as at 31 July 2018
Carrying amounts
As at 31 July 2017
As at 31 July 2018
(a) Impairment
–
–
–
–
–
–
–
–
10,813
10,813
3,669
–
14,482
3,878
–
18,360
59,131
59,131
15,395
(103)
74,423
18,584
(160)
92,847
7,457
7,457
112,442
118,351
282,505
327,002
5,641
5,641
–
1,044
1,700
(1)
8,384
–
1,173
–
9,557
3,316
3,316
858
(1)
4,173
1,200
–
5,373
4,209
4,184
Total
$’000
482,902
482,902
27,471
31,238
–
(414)
541,197
113,248
–
(196)
6,036
6,036
27,403
17,794
(9,732)
–
41,501
113,248
(74,074)
–
80,675
654,249
–
–
–
–
–
–
–
–
41,501
80,675
73,260
73,260
19,922
(104)
93,078
23,662
(160)
116,580
448,114
537,669
During the period, property, plant and equipment have been examined for impairment. No indicators of impairment have been
identified and no material items of property, plant and equipment are considered to be impaired.
(b) Capital work in progress
Assets under construction includes capital expenditure projects, until they are commissioned and transferred to fixed assets. Capital
work in progress of $80.7m is significantly greater than 2017 ($41.5m) due to the construction of the liquid dairy packaging facility,
Synlait Pokeno, and the lactoferrin capacity expansion.
I PAGE 73
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(c) Capitalised borrowing costs
During the year, the Group has capitalised borrowing costs amounting to $0.8m (2017: $0.1m) on qualifying assets. Interest has been
capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset. Borrowing costs are currently
being capitalised for the liquid processing and packaging plant, Synlait Pokeno, lactoferrin capacity expansion and the enterprise
resource planning systems upgrade.
(d) Pokeno land deposit
In February 2018 the Group announced the conditional purchase of 28 hectares of land in Pokeno to establish its second nutritional
powder manufacturing site. The Agreement for Sale and Purchase for the Pokeno land is now unconditional and Synlait has taken
possession of the Pokeno land and begun construction of the nutritional spray drying facility, $12.7 million having been added
to capital work in progress. Title to the Pokeno land has not yet transferred to Synlait as the vendor has additional obligations to
complete. Accordingly, the Pokeno land is not included within the Group’s property, plant and equipment.
8
INTANGIBLE ASSETS
GOODWILL
Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition over the net of the
fair values of the assets and liabilities of the subsidiaries acquired. Goodwill is tested for impairment annually and is carried at
cost as established at the date of acquisition of the subsidiary, less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to cash-generating units that are expected to benefit from the
business combination in which the goodwill arose.
PAGE 74 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016
PATENTS, TRADEMARKS AND OTHER RIGHTS
Separately acquired patents and trademarks are shown at historical cost. Patents and trademarks have a finite useful life and
are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the
cost of patents and trademarks over their estimated useful lives of 10 years.
COMPUTER SOFTWARE
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific
software. These costs are amortised on a straight line basis over their estimated useful lives of three to ten years.
Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development
costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the
Group are recognised as intangible assets.
NEW ZEALAND UNITS (NZU)
New Zealand Units are purchased to offset carbon emissions under the New Zealand Emissions Trading Scheme. The units are
measured at cost.
IMPAIRMENT OF NON‑FINANCIAL ASSETS
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is
any indication of impairment.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent
from other assets and groups.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any
goodwill allocated to the units and then to reduce the carrying amount of any other assets in the unit (group of units) on a pro
rata basis.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses are first recognised as a deduction against revaluation reserves if the asset is measured using the revaluation
model and then recognised in the profit or loss component of the statement of comprehensive income once those reserves have
been exhausted. Impairment losses in relation to assets valued using the cost model are recognised in profit or loss.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has
decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine
the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been
recognised. An impairment loss in relation to goodwill is not reversed.
I PAGE 75
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
Goodwill
Computer
Patents,
Intangibles
New
Total
software
trademarks
in progress
Zealand
and other
intangibles
Units
$’000
$’000
$’000
$’000
$’000
$’000
Year ended 31 July 2017
Opening net book amount
Additions
–
–
Acquisition through business combination
3,643
Development costs recognised as an asset
Amortisation charge (note 2)
Asset disposals
Closing net book value
Year ended 31 July 2018
Opening net book value
Additions
Development costs recognised as an asset
Amortisation charge (note 2)
Asset disposals
Closing net book value
3,520
49
223
277
(1,240)
–
–
–
–
3,643
2,829
3,643
–
–
–
–
3,643
2,829
3,448
270
(1,840)
(175)
4,532
340
–
–
45
(38)
(64)
283
283
–
123
(54)
–
352
280
431
–
(577)
–
–
134
134
6,802
(3,736)
–
–
–
–
–
–
–
–
–
–
2,967
–
–
–
4,140
480
3,866
(255)
(1,278)
(64)
6,889
6,889
13,217
(3,343)
(1,894)
(175)
3,200
2,967
14,694
Intangibles in progress of $3.2m at balance date is predominantly constituted of project to date spend on systems and process
development. During the year $0.3m of software and other intangibles were determined to no longer meet the definition of an asset
and were written off.
(a) Impairment tests for goodwill
As at 31 July 2018 management has determined that there is no impairment of any cash-generating units containing goodwill.
For the purposes of goodwill impairment testing, goodwill has been allocated to the Auckland blending and canning cash generating
unit. The recoverable amount of the cash generating unit has been determined based on value in use.
The discounted cash flow valuation was calculated using projected five year future cash flows based on a Board approved business
plan. Based on projected future cash flows within each model, management has determined that the recoverable amount of the
Auckland blending and canning cash generating unit exceeds its carrying value and therefore goodwill would not be impaired.
The business plan was modelled using the following key assumptions:
- Forecast canned infant formula demand and assumed production volumes and shifts over the assessment period.
- Revenue per metric tonne based on external pricing information.
- Estimated operating costs based on production volumes and shifts over the assessment period.
- Estimated terminal growth rate of 0%.
- An allowance of 2.5% for increases in expenses.
- Post-tax discount rate of 8.5% based on current capital structure and cost of debt to derive a weighted average cost of capital.
The Board believes that any reasonably possible change in the key assumptions used in the calculation would not cause the
carrying amount to exceed its recoverable amount.
PAGE 76 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 DEBT AND EQUITY
The debt and equity section gives information about the Group’s capital structure and financing costs related to this
structure. This section includes the following notes:
9 Finance income and expenses
10 Loans and borrowings
11 Share capital
12 Share based payments
13 Reserves and retained earnings
78
78
79
80
82
I PAGE 77
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016
9 FINANCE INCOME AND EXPENSES
Interest income is recognised using the effective interest method. When a loan or receivable is impaired, the Group reduces
the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective
interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans
and receivables is recognised using the original effective interest rate.
Interest income on bank deposits
Total finance income
Interest and facility fees
Capitalised borrowing cost
Total finance costs
Loss on derecognition of financial assets
Net finance costs
10 LOANS AND BORROWINGS
2018
$’000
1,023
1,023
2017
$’000
18
18
(9,627)
(11,479)
658
(8,969)
(1,329)
(9,275)
50
(11,429)
(802)
(12,213)
Interest bearing liabilities are recognised initially at fair value, net of transaction costs incurred. Interest bearing liabilities are
subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the profit and loss component of the statement of comprehensive income over the period of the
borrowings using the effective interest method.
Working capital facility USD
Total current liabilities
Non‑current liabilities
Revolving credit facility
Loan facility fees
Total non‑current liabilities
2018
$’000
49,321
49,321
97,700
(635)
97,065
2017
$’000
72,448
72,448
84,000
(363)
83,637
(a) Terms of loans and borrowings
The bank loans and working capital facility within Synlait Milk Limited are secured under the terms of the General Security Deed
dated 26 June 2013, by which all present and future property is secured to the ANZ Bank and Bank of New Zealand.
The Group facilities include:
- A secured revolving credit facility (Facility A) of $45m maturing 30 July 2021, with amortisation of $30m on 1 August 2018,
subsequently increasing to $150m on 29 March 2019 (subject to conditions), and subsequently amortising $30m on 31 July 2020.
- A secured revolving credit facility (Facility B) of $100m maturing 31 July 2023.
- A secured working capital facility of NZD$120m with a USD$80m sublimit (sublimit ending 2 August 2018) maturing 21 August 2018.
PAGE 78 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
The Group recently increased the working capital facility to $225m and extended it in August 2018 for a period of twelve months.
The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility
arrangements. The Group has met all externally imposed capital requirements for the twelve months ended 31 July 2018 and 31 July
2017.
Secured revolving credit facility (Facility A) - ANZ / BNZ
Secured revolving credit facility - ANZ / BNZ
Secured working capital facility - ANZ / BNZ
Nominal
Interest rate
%
Financial
year
of maturity
2.96%
3.06%
2.98%
2021
2023
2018
Carrying
amount
2018
15,000
82,700
49,321
Carrying
amount
2017
84,000
–
72,448
The nominal interest rate is calculated by adding the BKBM rate for NZD facilities, US LIBOR rate for USD facilities and the
applicable margin rate. It excludes line fees and swap costs.
11 SHARE CAPITAL
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction from
the proceeds.
During the year ended 31 July 2017 the Group successfully completed an accelerated rights issue and raised $97.6m of new share
capital ($95.4m net of costs). The capital raise was represented by the issue of 32,519,239 new ordinary shares.
During the year ended 31 July 2017 362,592 new ordinary shares were granted to participants of the IPO incentive scheme as a
result of share options vesting and being converted to ordinary shares. These shares were issued to the participants at no cost.
$0.4m was capitalised from the employee benefits reserve to share capital.
(a) Share capital
Ordinary shares
2018
Shares
2017
Shares
2018
$’000
On issue at beginning of period
179,223,028
146,341,197
268,074
Rights issue
IPO incentive scheme
On issue at end of period
–
–
32,519,239
362,592
–
–
179,223,028
179,223,028
268,074
268,074
2017
$’000
172,247
95,409
418
The weighted average number of shares during the year of 179,223,028 (2017: 173,204,858) is used to calculate Earnings
per Share.
(b) Ordinary shares
All issued shares are fully paid and have no par value.
Ordinary shares are entitled to one vote per share at meetings of Synlait Milk Limited.
All ordinary shares rank equally with regard to Synlait Milk Limited’s residual assets.
I PAGE 79
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(c) Capital risk management
The Group’s capital includes share capital, retained earnings and reserves.
The Group’s policy is to maintain a sound capital base so as to maintain investor and creditor confidence and to sustain future
development of the business. The impact of the level of capital on shareholders’ return is also recognised and the Group
recognises the need to maintain a balance between the higher returns that might be possible with greater gearing and the
advantages and security afforded by a sound capital position.
The Group is subject to various security ratios within the bank facilities agreement.
The Group’s policies in respect of capital management and allocation are reviewed by the Board of Directors.
(d) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is
determined by adjusting the profit or loss attributable to shareholders and the number of shares outstanding to include the effects of
all potential dilutive shares.
12 SHARE BASED PAYMENTS
(a) LTI share scheme
Under the LTI share scheme, participants receive Performance Share Rights (“PSRs”) which can be converted into Ordinary
Shares in Synlait Milk Limited in three financial years’ time provided performance hurdles have been met during the
assessment period (the date of award of the PSRs plus three financial years). The number of PSRs granted to participants is
set at one quarter of their base salary divided by Synlait Milk Limited’s share price on the date of the award of the PSRs.
The PSRs consist of 50% Total Shareholder Return Rights (“TSR Rights”) and 50% Earnings Per Share Rights (“EPS Rights”).
The vesting for both the TSR Rights and the EPS Rights is determined in accordance with progressive vesting scales.
Synlait Milk Limited’s TSR must be greater than or equal to the 50th percentile of the constituents of the TSR Peer Group
over the assessment period for 50% of the TSR Rights to vest, scaled so that 100% of the TSR Rights vest if Synlait Milk
Limited’s TSR equals or exceeds the 75th percentile of the TSR Peer Group over the assessment period. The TSR Peer Group
is determined as at the date of award of the PSRs.
If Synlait Milk Limited’s EPS over the assessment period equals a Board approved EPS target, 50% of the EPS Rights vest,
scaled so that 100% of the EPS Rights vest if Synlait Milk Limited’s EPS over the assessment period equals the Board
approved EPS target plus 10%.
For either performance hurdle to be met, Synlait Milk Limited’s TSR must be positive over the assessment period.
No exercise price is payable upon exercise of a PSR, Synlait Milk Limited’s ordinary shares being delivered to a participant
for nil consideration. The LTI share scheme is an annual scheme with PSRs granted to Board approved participants each
year, noting however that the annual award is assessed over a three year period.
PAGE 80 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
The table below sets out the number of LTI share scheme PSR’s granted during the year:
Outstanding 1 August
Granted during the year
Forfeited during the year
Exercised during the year
Outstanding 31 July
2018
253,685
253,154
–
–
2017
–
276,070
(22,385)
–
506,839
253,685
The fair value of the PSRs awarded at grant date has been determined by an independent third party valuer, using a Monte Carlo
simulation to model the total share return for Synlait and the TSR peer group. The fair value of the PSRs awarded, along with key
assumptions, are listed below:
Risk free rate
Volatility
Share price at entitlement date
Share price at grant date
Total value of options granted at grant date ($000’s)
2018 PSRs
2017 PSRs
2.54%
28.53%
$4.53
$7.65
1,779
2.40%
32.70%
$3.25
$3.75
733
The estimated value of the PSRs is amortised over the vesting period from grant date.
(b) Expenses arising from share based payment transactions
Total expenses arising from share based payment transactions recognised during the period as part of employee benefit expense
were as follows:
Expenses for equity settled share based payment transactions
2018
$’000
588
2017
$’000
19
I PAGE 81
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
13 RESERVES AND RETAINED EARNINGS
(a) Retained earnings
Movements in retained earnings were as follows:
Balance 1 August
Net profit for the year
Balance 31 July
(b) Nature and purpose of reserves
(i) Cash flow hedge reserve
2018
$’000
91,983
74,553
166,536
2017
$’000
52,453
39,530
91,983
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate to hedged transactions that have
not yet occurred.
(ii) Employee benefits reserve
The employee benefits reserve is comprised of the cumulative share based payment expense for share options not yet vested, and
the related movement in deferred tax asset.
(c) Dividends
No dividends were declared by the Group during the year.
PAGE 82 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 FINANCIAL RISK MANAGEMENT
The financial risk management section presents information about the Group’s financial risk exposures and the financial instruments
used to mitigate this. This section includes the following notes:
14 Financial risk management
15 Financial instruments
84
90
I PAGE 83
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
14 FINANCIAL RISK MANAGEMENT
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk, foreign
exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps and commodity
derivative contracts.
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and
commodity price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
The Group uses derivative financial instruments to hedge certain risk exposures.
MARKET RISK
Foreign exchange risk
The Group is exposed to foreign currency risk on its sales, which are predominantly denominated in US dollars. The Group
is also exposed to foreign currency risk on the purchase of raw materials for production and capital equipment purchases
from overseas. The Group enters into derivative arrangements in the ordinary course of business to manage foreign currency
risk. These instruments include forward exchange contracts, option collars and vanilla options. These instruments enable the
Group to mitigate the risk the variable exchange rates present to future cash flows for sales receipts or purchases by fixing
or limiting the exchange rate at which these cash receipts or payments are exchanged into New Zealand dollars.
The Group has a Board approved treasury policy that sets the parameters under which foreign exchange cover is to be taken.
As foreign exchange contracts are entered into based on forecast cash receipts or payments, variability in the expected timing
or amounts of future cash flows can lead to ineffective hedging. To mitigate the risk of ineffectiveness the Group’s policy is
to hedge a decreasing proportion of the risk exposure the further into the future the exposure exists given the increasing
uncertainty of cash flows. Additionally the Group’s policy is that the proportion of risk exposure to be hedged changes on a
monthly basis in response to the movement in market rates. As at 31 July 2018, the Group has hedged 50% of its exposure to
foreign exchange risk on sales, and 15% of its exposure to foreign exchange risk on payables, over the following two years.
Interest rate risk
Interest rate risk is the risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market interest
rates. The Group is exposed to interest rate risk primarily through its bank overdrafts and borrowings.
The Group manages its interest rate risk by using interest rate swaps to convert a portion of its floating rate debt to fixed
interest rates in relation to the benchmark interest rate element. As interest rate swaps are entered into based on forecast
debt levels, variability in future cash flows and debt levels can lead to ineffective hedging. To mitigate the risk of
ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the future the
exposure exists given the increasing uncertainty of cash flows.
The Group has a Board approved treasury policy that sets the parameters to the extent of the cover taken. The policy requires
the Group to hedge 30% to 80% of its exposure to interest rate risk that matures within three years, 20% to 60% of the risk that
matures between three and five years, and 0% to 40% of the risk that matures between five and ten years.
PAGE 84 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
Commodity Price Risk
Dairy commodity price risk is the risk of volatility in profit and loss from the movement in dairy commodity prices to which
the Group may be exposed. Volatility in global dairy commodity prices can have an adverse impact on the Groups earnings
and milk price by eroding selling prices and increasing input costs.
The Group primarily manages its dairy commodity price risk by:
- Determining the most appropriate mix of products to manufacture based on the milk supply curve and global demand for
dairy products;
- Governing the length and terms of sales contracts so that sales revenue is reflective of current market prices and is, where
appropriate, linked to Global Dairy Trade (GDT) prices; and
- Using commodity derivative contracts to manage sales price volatility caused by fluctuations in GDT prices.
The Group has a Board approved treasury policy that sets the parameters under which commodity cover is to be taken,
including permitted derivative types and volume limits.
Credit risk
The Group’s exposure to credit risk is mainly influenced by its customer base and banking counterparties. Management
has a credit policy in place under which each new customer is rigorously analysed for credit worthiness. Investments and
derivatives are only entered into with reputable financial banks.
The carrying amount of financial assets represents the Group’s maximum credit exposure. The Group also retains all the late
payment risk in the derecognition of financial assets, as described in note 4.
Synlait Milk Limited guarantees all facilities held by Synlait Milk Finance Limited.
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations as they fall due. The Group evaluates its
liquidity requirements on an ongoing basis and uses a variety of facilities to manage liquidity risk. The Group has negotiated
banking facilities sufficient to meet its medium term facility requirements.
The Group has internal limits in place in order to reduce exposure to liquidity risk, as well as having committed lines of
credit. It is the Group’s policy to provide credit and liquidity enhancements only to wholly owned subsidiaries.
Market risk
(i) Foreign exchange risk
The Group’s exposure to foreign currency risk at the reporting date was as follows:
Statement of financial position exposure before hedging
activities
Trade receivables
Trade payables
Working capital / trade finance facility
2018
USD
$’000
31,222
(139)
(33,647)
AUD
$’000
–
(3)
–
2017
USD
$’000
57,912
286
(54,383)
AUD
$’000
–
8
–
I PAGE 85
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
The Group’s exposure to foreign currency in the period ended 31 July 2018 is limited to its sales of dairy products, purchases of raw
materials for production and capital equipment purchases. As at the reporting date, the Group had the following foreign exchange
derivative instruments outstanding in respect of future sales and purchases transactions:
2018
2017
Weighted
average
exchange
rate
Nominal
balance
Weighted
average
exchange
rate
Nominal
balance
USD’000
USD’000
0.6916
0.7008
–
274,800
210,000
–
0.7034
0.6915
–
172,100
168,200
–
0.7163
(25,531)
0.7232
(39,830)
Exports
Less than 1 year
1 to 2 years
Imports
Less than 1 year
(ii) Interest rate risk
As at the reporting date, the Group had the following interest rate swap contracts outstanding:
Less than 1 year
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
5 to 6 years
6 to 7 years
7 to 8 years
2018
2017
Weighted
average
interest rate
Nominal
Balance
Weighted
average
Nominal
Balance
interest rate
%
4.45%
4.23%
4.40%
4.36%
4.20%
4.20%
3.56%
–
$’000
79,000
79,500
45,000
40,000
30,000
30,000
10,000
–
%
4.75%
4.45%
4.23%
4.40%
4.36%
4.20%
4.20%
3.56%
$’000
84,000
79,000
79,500
45,000
40,000
30,000
30,000
10,000
The above balances include forward start swap contracts for various periods and do not necessarily reflect the current active
contracts held at any one point in time.
In managing interest rate risks, the Group aims to reduce the impact of short term fluctuations on the Group’s earnings. Over the
longer term, however, changes in interest rates will have an impact on profit.
PAGE 86 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(iii) Sensitivity analysis
The following table summarises the sensitivity of the Group’s profit and equity to interest rate risk and foreign exchange risk.
The sensitivity analysis below has been determined based on the mark to market impact on financial instruments of changing
interest and foreign exchange rates at balance date. The analysis is prepared assuming the amount of the financial instrument
outstanding at the balance sheet date was outstanding for the whole year, and by adjusting one input whilst keeping the others
constant.
1% increase in interest rate
1% decrease in interest rate
5% increase in exchange rate
5% decrease in exchange rate
(iv) Commodity derivatives
2018
Profit
$’000
–
–
–
–
Equity
$’000
3,032
(3,184)
30,349
(33,878)
2017
Profit
$’000
–
–
–
–
Equity
$’000
3,729
(3,937)
18,532
(20,336)
During the reporting period the Group entered into a small number of commodity derivative contracts to further support the Group’s
existing financial risk management strategy. The movement in the fair value of the commodity derivatives is included within the
cash flow hedge reserve.
Liquidity risk
The total repayments and associated maturity of financial liabilities as at balance date is reported below.
At 31 July 2018
Working capital facility
Trade and other payables
Loans and borrowings
Derivative financial instruments
Total
At 31 July 2017
Working capital facility
Trade and other payables
Loans and borrowings
Derivative financial instruments
Total
Less than 12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Total
$’000
$’000
$’000
$’000
$’000
49,321
152,199
–
7,783
209,303
72,448
142,086
–
3,903
218,436
–
–
14,393
7,874
22,267
–
–
–
1,584
1,584
–
–
82,672
2,694
85,366
–
–
83,637
2,495
86,132
–
–
–
246
246
–
–
–
939
939
49,321
152,199
97,065
18,598
317,183
72,448
142,086
83,637
8,921
307,090
I PAGE 87
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
Cash flow hedges
The Group enters into cash flow hedges of highly probable forecast transactions and firm commitments, as described in accounting
policy section of this note.
Hedging instruments used in
cash flow hedges
31 July 2018
Foreign exchange risk
Nominal
amount
$’000
Carrying amount
Assets
NZD’000
Liabilities
NZD’000
Hedge accounted amounts
in cash flow reserve
Intrinsic
value
NZD’000
Time value
NZD’000
Total cash
flow hedge
reserve
NZD’000
Forward exchange contracts (USD)
Foreign currency collars (USD)
429,269
30,000
3,125
273
12,633
427
(9,508)
(67)
Interest rate risk
Interest rate swaps (NZD)
108,500
–
5,538
(5,538)
Commodity price risk
Dairy commodity futures (NZD)
15,286
Total
31 July 2017
Foreign exchange risk
301
3,699
–
301
18,598
(14,812)
(87)
(14,995)
Forward exchange contracts (USD)
Foreign currency collars (USD)
250,470
50,000
26,733
5,353
1,883
885
24,851
4,480
Interest rate risk
Interest rate swaps (NZD)
113,500
–
6,154
(6,154)
Commodity price risk
Dairy commodity futures (USD)
3,200
Total
341
32,427
–
341
8,922
23,518
(12)
–
(87)
–
–
(9,508)
(154)
(5,538)
(204)
–
(12)
–
–
24,851
4,468
(6,154)
(80)
23,085
Upon realisation of the hedged transaction, the intrinsic value and time value of vanilla options at that date will be reclassified to
profit or loss. As foreign currency collars are zero cost collars their time value will be nil upon realisation of the hedged transaction
and the intrinsic value is reclassified to profit or loss.
Hedging instruments are located within the derivative financial instruments line items in the statement of financial position,
classified as assets or liabilities, current or non-current.
PAGE 88 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
2018
2017
Hedging gains /
Hedge
Hedging gains /
Hedge
(losses) recognised
ineffectiveness
(losses) recognised
ineffectiveness
in other
recognised in profit
in other
recognised in profit
comprehensive
or loss
comprehensive
income
$’000
(34,359)
–
(4,622)
616
284
(38,081)
$’000
–
–
–
–
–
–
income
$’000
16,953
–
(18,643)
5,367
(80)
3,597
or loss
$’000
–
–
–
–
–
–
Effects of cash flow
hedges on statement of
comprehensive income
Foreign exchange risk
Forward exchange contracts
Foreign currency options
Foreign currency collars
Interest rate risk
Interest rate swaps
Commodity price risk
Dairy commodity futures
Total
Impact to reserves in equity
The impact of the Group’s hedge accounting policies on the reserves in equity is presented in the table below: Hedge reserves
Opening balance
Movements attributable to cashflow hedges:
Change in value of effective derivative hedging instruments
Reclassifications to the income statement as hedged transactions occurred
Tax expense / (credit)
Total movement
Closing balance
2018
16,621
(35,535)
(2,546)
10,663
(27,418)
(10,797)
2017
14,032
29,410
(25,814)
(1,007)
2,589
16,621
I PAGE 89
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
15 FINANCIAL INSTRUMENTS
CLASSIFICATION
The Group classifies its financial assets in three categories: at amortised cost, at fair value through other comprehensive
income and at fair value through profit or loss. The classification of financial assets depends on the business model within
which the financial asset is held and its contractual cash flow characteristics.
The Group classifies its financial liabilities in two categories: at amortised cost and at fair value through profit or loss.
(i) Financial instruments at amortised cost
Financial assets are classified as measured at amortised cost if the Group’s intention is to hold the financial assets for
collecting cash flows and the contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest.
The Group currently classifies its cash and cash equivalents, restricted cash equivalents, accounts receivable and other
receivables as financial assets measured at amortised cost.
Financial liabilities are classified as measured at amortised cost using the effective interest method, with the exception of
those classified at fair value.
The Group currently classifies its accounts payable, accrued liabilities (excluding derivatives) and term debt as financial
liabilities measured at amortised cost.
(ii) Financial instruments at fair value through other comprehensive income (“FVOCI”)
The Group has elected to designate certain investments in equity instruments that are not held for trading as FVOCI at
initial recognition and to present gains and losses in other comprehensive income. Dividends earned from such investments
are recognised in profit or loss.
(iii) Financial instruments at fair value through profit or loss (“FVPL”)
Financial assets that do not meet the criteria for classification as measured at either amortised cost or FVOCI are classified
as FVPL.
Derivative financial instruments that are not in an effective hedge relationship are classified as FVPL.
PAGE 90 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
RECOGNITION AND MEASUREMENT
The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions of the
instrument.
Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to
purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not
classified at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised
at fair value, and transaction costs are expensed in the profit and loss component of the statement of comprehensive income.
Where financial assets are subsequently measured at amortised cost, interest revenue, credit losses and foreign exchange
gains or losses are recognised in profit or loss. On derecognition, any gain or loss is recognised in profit or loss. Financial
liabilities subsequently measured at amortised cost are measured using the effective interest method.
Where investments in equity instruments are designated as FVOCI, fair value gains and losses are recognised in other
comprehensive income. Dividends earned from such investments are recognised in profit or loss.
Where financial assets are subsequently measured at FVPL, all gains and losses are recognised in profit or loss.
A key management judgement is the assessment that substantially all the risks and rewards of ownership have been
transferred in the derecognition of financial assets.
Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all risks and rewards of ownership.
Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expired.
FAIR VALUE ESTIMATION
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure
purposes.
As the Group’s financial instruments are not traded in active markets their fair value is determined using valuation
techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at
each balance date.
All financial instruments held at fair value are included in level 2 of the valuation hierarchy as defined in NZ IFRS 13.
The fair value of foreign currency forward contracts is determined using forward exchange rates at balance date. The fair
value of foreign exchange option agreements is determined using forward exchange rates at balance date. The fair value of
interest rate swaps is determined using forward interest rates as at reporting date. The fair value of commodity derivatives is
determined using NZX settlement prices.
OFFSETTING FINANCIAL INSTRUMENTS
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there
is a current legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or
realise the asset and settle the liability simultaneously. There are master netting agreements in place for derivative financial
instruments held, however these instruments have not been offset in the statement of financial position as they do not
currently meet the criteria for offset.
IMPAIRMENT OF FINANCIAL ASSETS
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of
financial assets is impaired, with the exception of assets that are fair valued through profit or loss. A financial asset or a group
of financial assets is impaired and impairment losses are recognised only if there is objective evidence of impairment as a
result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events)
has an impact on the estimated future cash flows of the financial asset or group of financial assets.
I PAGE 91
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
DERIVATIVE FINANCIAL INSTRUMENTS – HEDGE ACCOUNTING
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk, foreign
exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps, and commodity
derivative contracts.
Derivatives are initially recognised at fair value at the date the derivative contact is entered into and are subsequently
remeasured to fair value at each reporting date. For derivatives measured at fair value, the gain or loss that results from
changes in fair value of the derivative is recognised in earnings immediately, unless the derivative is designated and
effective as a hedging instrument. Hedges of highly probable forecast transactions or hedges of foreign currency risk of firm
commitments are designated as cash flow hedges by the Group.
The full fair value of a hedging derivative is classified as a current asset or liability when the remaining term of the hedged
item is 12 months or less from balance date, or when cash flows arising from the hedged item will occur within 12 months
or less from balance date. The full fair value of a hedging derivative is classified as a non-current asset or liability when the
remaining maturity of the hedged item is more than 12 months and no cash flows will occur within 12 months of balance date.
(i) Hedge accounting
The Group designates certain hedging instruments in respect of foreign currency risk and interest rate risk as cash flow
hedges. Hedges of risk on firm commitments and highly probably transactions are accounted for as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and
the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.
Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument
that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of the hedged item.
(ii) Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are
recognised in other comprehensive income and accumulated as a separate component of equity in the hedging reserve. The
gain or loss relating to the ineffective portion and reclassification adjustments are recognised immediately in profit or loss,
included in revenue for foreign exchange instruments and commodity price derivatives, and finance costs for interest rate
swaps.
Amounts recognised in the hedging reserve are classified from equity to profit or loss (as a reclassification adjustment) in the
periods when the hedged item is recognised in profit or loss, in the same line as the recognised hedged item.
Hedge accounting is discontinued when the Group revokes the hedging relationships, the hedging instrument expires or
is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss recognised in the
hedging reserve at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in
profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was recognised in
the hedging reserve is immediately recorded in profit or loss.
The Group separates the intrinsic value and time value of vanilla option and collar contracts, designating only the intrinsic
value as the hedging instrument. The time value, including any gains or losses, is recognised in other comprehensive income
until the hedged transaction occurs and is recognised in profit or loss.
(iii) Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument
that does not qualify for hedge accounting are recognised immediately in the income statement.
PAGE 92 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(a) Financial instruments by category
Financial assets
At 31 July 2018
Cash and cash equivalents
Derivative financial instruments
Trade and other receivables
Investments in equity
Total
At 31 July 2017
Cash and cash equivalents
Derivative financial instruments
Trade and other receivables
Investments in equity
Total
Financial liabilities
At 31 July 2018
Derivative financial instruments
Working capital facility
Trade and other payables
Borrowings
Total
At 31 July 2017
Derivative financial instruments
Working capital facility
Trade and other payables
Borrowings
Total
At amortised cost At fair value through
other comprehensive
income
At fair value through
profit or loss
$’000
$’000
32,129
–
47,145
–
79,274
73,827
–
79,028
–
152,855
–
–
–
690
690
–
–
–
264
264
$’000
–
3,699
–
–
3,699
–
32,426
–
–
32,426
At amortised cost At fair value through
profit or loss
$’000
–
49,321
152,199
97,065
298,585
–
72,448
142,086
83,637
298,170
$’000
18,598
‑
‑
–
–
–
18,598
8,921
–
–
–
8,921
All derivative financial instruments are designated in effective hedge relationships.
For instruments held at amortised cost, carrying amount is considered a reasonable approximation for fair value.
Total
$’000
32,129
3,699
47,145
690
83,663
73,827
32,426
79,028
264
185,545
Total
$’000
18,598
49,321
152,199
97,065
317,183
8,921
72,448
142,086
83,637
307,092
I PAGE 93
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 OTHER
This section contains additional information regarding the performance of the group during the financial year. This section includes
the following notes:
16 Income tax
17 Other investments
18 Related party transactions
19 Contingencies
20 Commitments
21 Events occurring after the reporting period
22 Other accounting policies
Auditor’s report
95
98
99
100
100
101
101
102
PAGE 94 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
16 INCOME TAX
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss component of the
statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or
directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at
the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured
at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have
been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which
the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realised.
Tax consolidated group
Synlait Milk Limited and its wholly-owned New Zealand controlled entity, Synlait Milk Finance Limited, form a tax
consolidated group. The New Zealand Dairy Company Limited and Eighty Nine Richard Pearse Drive Limited are not
members of the tax consolidated group.
I PAGE 95
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(a) Income tax expense
Current tax expense:
Current tax on profits for the year
Current tax on prior period adjustments
Total current tax
Deferred tax expense:
Temporary differences
Tax losses to carry forward
Other prior year adjustments
Total deferred tax
Income tax (expense) / benefit
(b) Reconciliation of effective tax rate
Profit before income tax
Income tax using the Group’s domestic tax rate - 28%
Other non deductible costs
Other prior year adjustments
Income tax (expense) / benefit
(c) Imputation credits
2018
$’000
2017
$’000
(27,358)
(54)
(27,412)
(1,842)
111
(114)
(1,845)
(29,257)
103,810
(29,067)
(22)
(29,089)
(168)
(29,257)
(14,402)
1,533
(12,869)
(1,815)
184
(1,349)
(2,980)
(15,850)
55,380
(15,506)
(527)
(16,033)
184
(15,850)
Imputation credits available directly and indirectly to the shareholders
of the Group
53,079
25,308
(d) Income tax recognised in other comprehensive income
The tax (charge)/credit relating to components of other comprehensive income is as follows:
Before tax
Tax (expense)/
benefit
After tax
$’000
$’000
$’000
(38,081)
(38,081)
3,597
3,597
10,663
10,663
(1,007)
(1,007)
(27,418)
(27,418)
2,590
2,590
31 July 2018
Cash flow hedges
Other comprehensive income
31 July 2017
Cash flow hedges
Other comprehensive income
PAGE 96 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(e) Deferred taxation
Deferred Taxation
The balance comprises temporary differences attributable to:
Assets
Other items
Tax losses carried forward
Derivatives
Other items
Total deferred tax assets
Liabilities
Property, plant and equipment
Derivatives
Other items
Total deferred tax liabilities
Total deferred tax
2018
$’000
2017
$’000
1,260
294
4,199
27
5,780
(30,144)
–
–
(30,144)
(24,364)
1,046
184
–
–
1,230
(28,222)
(6,463)
(31)
(34,716)
(33,486)
Balance
Recognised in
Recognised
Recognised
Prior year
Balance
1 Aug 2016
profit or loss
in other
directly in
adjustment
31 July 2017
comprehensive
equity
Movements ‑ Group
Property, plant and equipment
Derivatives
Other items
Tax losses carried forward
$’000
(25,222)
(5,457)
1,689
–
$’000
(2,183)
–
54
184
income
$’000
–
(1,007)
–
–
Total
(28,990)
(1,945)
(1,007)
_
_
_
_
_
_
$’000
(817)
–
(728)
–
$’000
(28,222)
(6,464)
1,015
184
(1,545)
(33,486)
Balance
Recognised in
Recognised
Recognised
Prior year
Balance
1 Aug 2017
profit or loss
in other
directly in
adjustment
31 July 2018
comprehensive
equity
Property, plant and equipment
Derivatives
Other items
Tax losses carried forward
$’000
(28,222)
(6,464)
1,015
184
$’000
(1,862)
–
(101)
111
income
$’000
–
10,663
–
–
Total
(33,486)
(1,852)
10,663
_
_
305
_
305
$’000
(60)
–
68
–
8
$’000
(30,145)
4,199
1,287
295
(24,364)
I PAGE 97
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
17 OTHER INVESTMENTS
INVESTMENTS IN ASSOCIATES
Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling interest,
and has significant influence. Investments in associates are accounted for using the equity method and are measured in the
statement of financial position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to
associates is included in the carrying amount of the investment. Dividends reduce the carrying value of the investment.
Equity securities
Investment in associates
Total other investments
Synlait Milk Limited held interests in the following entities at the end of the reporting period:
Name of entity
Country of
incorporation
Class of
shares
Synlait Milk Finance Limited (Subsidiary)
New Zealand
Ordinary
The New Zealand Dairy Company Limited (Subsidiary)
New Zealand
Ordinary
Eighty Nine Richard Pearse Drive Limited (Subsidiary)
New Zealand
Ordinary
Sichuan New Hope Nutritional Foods Co. Limited (Associate)
China
Ordinary
2018
$’000
110
580
690
2017
$’000
110
154
264
Equity holding
2018
2017
%
100
100
100
25
%
100
100
100
25
Associates
In January 2015, the Group acquired 25% of the shares of New Hope Nutritionals, an infant formula company registered in China.
This company owns and markets the “Akara” and “e-Akara” infant formula brands in the Chinese market, which are exclusively
manufactured by Synlait Milk Limited.
The investment is not individually significant to the Group. The Group’s share of this equity accounted investment is as follows:
Gain/(Loss) from continuing operations
Total comprehensive income
The carrying value of the investment in New Hope Nutritionals was $0.6m at balance date (2017: $0.1m):
Opening balance
Share of gains / and (losses)
Carrying value of investment
PAGE 98 I
2018
$’000
426
426
2018
$’000
154
426
580
2017
$’000
(560)
(560)
2017
$’000
714
(560)
154
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
18 RELATED PARTY TRANSACTIONS
Parent entity
Bright Dairy Holding Limited hold 39.04% of the shares issued by Synlait Milk Limited (2017: 39.04%). Bright Dairy Holding Limited
is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples’ Republic of China.
Other related entities
In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all banking facilities
for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is charged at market rates.
In January 2015, the Group acquired 25% of the shares of New Hope Nutritionals, an infant formula company registered in China.
This company owns and markets the “Akara” and “e-Akara” infant formula brands in the Chinese market, which are exclusively
manufactured by Synlait Milk Limited.
In May 2017, Synlait Milk Limited acquired 100% of the share capital of The New Zealand Dairy Company Limited and Eighty
Nine Richard Pearse Drive Limited. The New Zealand Dairy Company Limited was constructing a blending and canning plant in
Auckland. Eighty Nine Richard Pearse Drive Limited owns the land and buildings at which the Auckland blending and canning
plant is being constructed. Eighty Nine Richard Pearse Drive Limited leased its land and buildings to The New Zealand Diary
Company Limited, and now leases them to Synlait Milk Limited.
Key management and personnel compensation
Other than their salaries and bonus incentives, there are no other benefits paid or due to Directors and executive officers as at
31 July 2018. The total short-term benefits paid to the key management and personnel is set out below.
Short-term benefits
Share based payments expense (note 12)
2018
$’000
5,061
588
2017
$’000
5,082
19
During the year the Group has continually invested in its Senior Leadership Team. The Senior Leadership Team has 14 members for
the year ended 31 July 2018.
(a) Other transactions with key management personnel or entities related to them
Information on transactions with key management personnel or entities related to them, other than compensation, are set out below.
(i) Loans to directors
There were no loans to directors issued during the period ended 31 July 2018 (2017: $nil).
(ii) Other transactions and balances
Directors of Synlait Milk Limited control 3.5% of the voting shares of the company at balance date (2017: 3.5%)
(b) Transactions with other related parties
Purchase of goods and services
Bright Dairy and Food Co Limited - Directors fees
Sale of goods and services
Bright Dairy and Food Co Limited - Sale of milk powder products
Bright Dairy and Food Co Limited - Reimbursement of costs
Sichuan New Hope Nutritional Foods Co. Limited - Sale of milk powder products
2018
$’000
2017
$’000
176
141
584
(150)
7,301
2,698
(157)
16,371
I PAGE 99
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(c) Outstanding balances
The following balances are outstanding at the reporting date in relation to transactions with related parties other than key
management personnel:
Current receivables (sales of goods and services)
Bright Dairy and Food Co Limited - Sale of milk powder products
Bright Dairy and Food Co Limited - Reimbursement of costs
Sichuan New Hope Nutritionals Limited - Sale of milk powder products
19 CONTINGENCIES
As at 31 July 2018 the Group had no contingent liabilities or assets (2017: $nil).
20 COMMITMENTS
(a) Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
Pokeno processing plant
Liquid dairy packaging facility
Lactoferrin capacity expansion
Second wetmix kitchen
Auckland blending and canning plant
Total capital commitments
2018
$’000
1
(129)
217
2018
$’000
163,824
74,040
9
–
–
237,873
2017
$’000
1,364
(102)
1,039
2017
$’000
–
–
–
22,052
12,569
34,621
The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have been
included as work in progress.
PAGE 100 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2018
(b) Operating lease commitments – group as lessee
LEASES
Leases on terms where the Group assumes substantially all the risks and rewards of ownership are classified as finance leases.
Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value
of the minimum lease payments with a corresponding liability to the lessor included in the statement of financial position as a
finance lease obligation. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy
applicable to that asset. Lease payments are apportioned between finance charges and reduction in the lease obligation so as
to achieve a constant rate of interest on the remaining balance of the liability.
Other leases are operating leases and the leased assets are not recognised on the Group’s statement of financial position.
Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where another
systematic basis is more representative of the time pattern over which economic benefits from leased assets are consumed.
Less than one year
Between one and five years
Greater than five years
Total
2018
$’000
1,416
5,164
1,612
8,192
2017
$’000
1,716
450
–
2,166
The operating leases relate to the leasing of warehouse space, vehicles and printers. All terms are reviewed on a regular basis. All
leases are subject to potential renewal.
21 EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 18 September 2018, Synlait Milk Limited entered into a conditional agreement to acquire selected assets of Talbot Forest Cheese
Limited and Talbot Forest Properties Limited (the Vendor) with settlement expected in August 2019. Prior to the 2019 settlement
date, Synlait is providing the Vendor with a secured loan facility. This loan facility enables the Vendor to complete a capital works
programme and satisfy other aspects of the conditional agreement.
22 OTHER ACCOUNTING POLICIES
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits and cash held on trust by Tax Management New Zealand Limited.
Goods and Services Tax (GST)
The profit and loss components of the statement of comprehensive income have been prepared so that all components are stated
exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and payables, which
include GST invoiced.
I PAGE 101
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF SYNLAIT MILK LIMITED
OPINION
BASIS FOR OPINION
PAGE 102 I
We have audited the consolidated financial statements of
Synlait Milk Limited and its subsidiaries (the ‘Group’ or
‘Synlait’), which comprise the consolidated statement of
financial position as at 31 July 2018, and the consolidated
statement of financial performance, statement of
comprehensive income, statement of changes in equity
and statement of cash flows for the year then ended, and
notes to the consolidated financial statements, including a
summary of significant accounting policies. In our opinion, the
accompanying consolidated financial statements, on pages 52
to 101, present fairly, in all material respects, the consolidated
financial position of the Group as at 31 July 2018, and its
consolidated financial performance and 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’).
We conducted our audit in accordance with International
Standards on Auditing (‘ISAs’) and International Standards
on Auditing (New Zealand) (‘ISAs (NZ)’). 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.
We are independent of the Group in accordance with
Professional and Ethical Standard 1 (Revised) Code of Ethics
for Assurance Practitioners issued by the New Zealand
Auditing and Assurance Standards Board and the International
Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor and the provision of
taxation compliance, we have no relationship with or interests
in the Company or any of its subsidiaries. These services have
not impaired our independence as auditor of the Company and
Group.
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 AUDITOR’S REPORT CONTINUED
AUDIT MATERIALITY
KEY AUDIT MATTERS
We consider materiality primarily in terms of the magnitude
of misstatement in the financial statements of the Group that
in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be
changed or influenced (the ‘quantitative’ materiality). In
addition, we also assess whether other matters that come to
our attention during the audit would in our judgement change
or influence the decisions of such a person (the ‘qualitative’
materiality). We use materiality both in planning the scope of
our audit work and in evaluating the results of our work.
We determined materiality for the Group financial statements
as a whole to be $5,000,000.
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These
matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters.
KEY AUDIT MATTER
Sales to international customers
HOW OUR AUDIT ADDRESSED THE
KEY AUDIT MATTER
The Group’s revenue primarily consists of the sale of dairy
products which totalled $879 million for the year ending 31
July 2018. As outlined in Note 1 of the financial statements
approximately 70% of sales are to customers outside of New
Zealand.
The contract terms for international customers, which
determine the point at which the significant risks and rewards
of ownership transfer and revenue should be recognised vary
by customer.
The application of the incorrect terms to revenue recognition
for a contract for an international customer may result in
revenue being recorded in the incorrect period.
We have included the application of the correct contract terms
to revenue recognition for international customers as a key
audit matter due to the significance of the revenue balance
to the Group and the potential impact that would arise from
revenue being recorded in the incorrect period.
We have evaluated the application of sale contract terms for
international customers to recognise revenue by performing
the following:
- We obtained an understanding of and evaluated the design
and implementation of internal controls used by the
Group to ensure that the correct sale contract terms for
international customers are used to recognise revenue at the
appropriate time.
- For a sample of sales recognised for international customers
for the period prior to and after 31 July 2018 we obtained the
specific documentation that outlined the sales and delivery
terms. We read this documentation, noted the specific terms
and conditions and checked that revenue was recognised at
the appropriate time in accordance with those conditions.
We have found that revenue has been appropriately recognised
in the correct years.
I PAGE 103
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 AUDITOR’S REPORT CONTINUED
Derecognition of trade receivables
The Group has purchase agreements relating to trade
receivables of certain customers with two banks. Subject to
certain criteria, the Group sells individual invoiced amounts
such that the cash received from these customers belong to the
banks and the related receivable is derecognised by the Group.
This arrangement is explained in Note 4 of the consolidated
financial statements. The total trade receivables derecognised
from the consolidated financial statements as at 31 July 2018
were $68.5 million.
Significant judgements and estimates are required to conclude
whether substantially all the risks and rewards of the relevant
trade receivables have passed to the respective bank in order
for the Group to derecognise the amount from the consolidated
financial statements. The judgements and estimates include
the customer’s estimated credit risk, the timeliness of customer
payments and consequences of default – all of which factor
into management’s assessment of the Group’s continued
involvement in the assigned receivables.
We have included the derecognition of these trade receivables
as a key audit matter due to the significance of the amounts
derecognised from the consolidated financial statements and
the significant judgements and estimates required to determine
whether substantially all the risks and rewards of the trade
receivables have passed to the banks.
Change in Accounting Policy
As detailed in the Statement of Accounting Policies the Group
has elected to make a voluntary change to its accounting
policy in relation to the measurement basis for property, plant,
and equipment and move to the cost basis from the previously
applied revaluation model.
The Group has made the change in in accounting policy having
determined that the cost model now provides more relevant
and reliable information to users of the consolidated financial
statements for the reasons set out in the note.
We have included the change in the accounting policy as a key
audit matter due to the judgement involved in determining that
the cost model provides more relevant and reliable information
to users of the consolidated financial statements.
We have evaluated the appropriateness of derecognising trade
receivables by performing the following:
- We obtained and read:
- the agreements for the assignment of receivables
between the respective banks and Synlait; and
- management’s assessment of why substantially all
of the risks and rewards of ownership of assigned trade
receivables has transferred at 31 July 2018.
- We evaluated management’s assessment against the
requirements of the appropriate accounting standards in
relation to the key terms of the agreements.
- We tested the mathematical accuracy of management’s
quantitative analysis of whether substantially all the risks
and rewards have been transferred.
- We compared the inputs used by management to
independent sources and market information (for applicable
inputs) and performed retrospective reviews of each
individual customer historically assigned.
- We confirmed with the respective banks the quantum of
trade receivables that had been purchased as at 31 July
2018 and whether any late payment fees were incurred and
compared their responses to management’s analysis.
We found the accounting treatment to derecognise assigned
trade receivables to be reasonable.
We have obtained and evaluated management’s accounting
paper and support setting out the basis for the change in
accounting policy by performing the following:
- Challenging the key assumptions behind management’s
determination that the cost model provides more relevant
and reliable information than the revaluation model;
- Considering the feedback obtained by the Group from key
stakeholders on whether the cost model is more relevant
and reliable; and
- Examined the disclosure of the change in accounting policy
for compliance with NZ IAS 8 Accounting Policies, Changes
in Accounting Estimates and Errors.
We found that there was a reasonable basis to support the
change in accounting policy.
PAGE 104 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 AUDITOR’S REPORT CONTINUED
OTHER INFORMATION
DIRECTORS’ RESPONSIBILITIES FOR THE
CONSOLIDATED FINANCIAL STATEMENTS
The directors are responsible on behalf of the Group for
the other information. The other information comprises the
information in the Annual Report that accompanies the
consolidated financial statements and the audit report.
Our opinion on the consolidated financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and consider
whether it is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If so, we are
required to report that fact. We have nothing to report in this
regard.
The directors are responsible on behalf of the Group for the
preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS and IFRS, and for
such internal control as the directors determine is necessary
to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud
or error.
In preparing the consolidated financial statements, the
directors are responsible on behalf of the Group for assessing
the Group’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no
realistic alternative but to do so.
I PAGE 105
Synlait Milk Limited Financial Statements for the year ended 31 July 2018 AUDITOR’S REPORT CONTINUED
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
and ISAs (NZ) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
A further description of our responsibilities for the audit of the
consolidated financial statements is located on the External
Reporting Board’s website at:
www.xrb.govt.nz/standards-for-assurance-practitioners/
auditors-responsibilities/audit-report-1
This description forms part of our auditor’s report.
This report is made solely to the Company’s shareholders, as
a body. Our audit has been undertaken so that we might state
to the Company’s shareholders those matters 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’s
shareholders as a body, for our audit work, for this report, or for
the opinions we have formed.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE CONSOLIDATED FINANCIAL
STATEMENTS
RESTRICTION ON USE
Andrew Dick
Partner for Deloitte Limited
Auckland, New Zealand
18 September 2018
PAGE 106 I
Synlait Milk Limited Financial Statements for the year ended 31 July 2018
STATUTORY
INFORMATION
Synlait Milk Limited Annual Report 2018 I
PG 107
STATUTORY INFORMATION
STOCK EXCHANGE LISTING
Our shares are listed on the Main Board operated by NZX Limited (NZX) and on the Australian Securities Exchange (ASX). We
were admitted to the Official List of ASX Limited as a foreign exempt issuer under a compliance listing on 24 November 2016 and
trading of our shares on that exchange commenced on 25 November 2016.
As an ASX foreign exempt issuer, we must comply with the NZX Listing Rules (other than as waived by NZX) and are exempt
from complying with most of the ASX Listing Rules to the extent specified in ASX Listing Rule 1.15.
SHARES ON ISSUE
As at 31 July 2018 there were 179,223,028 ordinary shares on issue.
TOP 20 SHAREHOLDERS
Our top 20 shareholders as at 31 July 2018 are as follows:
Rank Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Bright Dairy Holding Limited
The a2 Milk Company (NZ) Limited
Mitsui & Co., Ltd.
John Penno
Mitsui & Co (Australia) Ltd
Munchkin, Inc.
Custodial Services Limited - Various Private Holdings
Eley Griffiths Group Pty. Ltd.
Regal Funds Management Pty. Ltd.
Renaissance Smaller Companies Pty. Ltd.
Pendal Group Limited
Paradice Investment Management Pty. Ltd.
Realindex Investments Pty. Ltd.
New Hope Dairy (HongKong) Trading Co Ltd
UBS Asset Management (Australia) Ltd.
First NZ Capital Custodians Limited (Various Private Investors)
FIL Investment Management (Australia) Limited
Ellerston Capital Limited
Paul and Bronwyn Lancaster
Janus Henderson Investors
31-Jul-2018
69,968,944
16,334,119
9,011,849
6,120,755
6,007,901
5,000,000
2,436,444
2,387,486
2,360,754
2,330,171
2,207,107
2,180,619
1,805,002
1,792,300
1,565,593
1,532,646
1,351,825
1,174,761
1,085,623
940,373
% S/O
39.04%
9.11%
5.03%
3.42%
3.35%
2.79%
1.36%
1.33%
1.32%
1.30%
1.23%
1.22%
1.01%
1.00%
0.87%
0.86%
0.75%
0.66%
0.61%
0.52%
Total Top 20 Holders of Ordinary Shares
Total Remaining Holders Balance
137,594,272
76.77%
41,628,756
23%
PG 108 I
Synlait Milk Limited Annual Report 2018 STATUTORY INFORMATION CONTINUED
SUBSTANTIAL PRODUCT HOLDERS
As required under section 293 of the Financial Markets Conduct Act 2013, the substantial product holders of the company as
disclosed under section 280(1)(b) of that Act as at 31 July 2018 are as follows:
Bright Dairy Holding Limited
The a2 Milk Company (NZ) Limited
Mitsui & Co., Ltd.
Fully Paid Ordinary Shares
Percentage of Paid Capital
69,968,944
16,334,119
15,019,750
39.04%
9.11%
8.38%
As at 31 July 2018, there were 179,223,028 fully paid ordinary shares on issue.
DISTRIBUTION OF SHAREHOLDERS
As at 31 July 2018, our shareholding is distributed as follows:
Range
1 – 99
100 – 199
200 – 499
500 – 999
1,000 – 1,999
2,000 – 4,999
5,000 – 9,999
10,000 – 49,999
50,000 – 99,999
100,000 – 499,999
500,000 – 999,999
1,000,000 – 999,999,999
Rounding Total (+0.01)
Table Holders
Units
% of Issued Capital
214
259
524
635
929
1,377
578
393
31
29
6
16
4,991
10,332
33,791
167,546
425,147
1,204,427
4,066,786
3,794,277
6,858,724
1,987,861
6,777,911
4,108,727
0.01%
0.02%
0.09%
0.24%
0.67%
2.27%
2.12%
3.83%
1.11%
3.78%
2.29%
149,787,499
179,223,028
83.58%
100.00%
VOTING RIGHTS
Clause 16 of our Constitution states that a shareholder may vote at any meeting of shareholders in person or through a
representative. Where voting is by a show of hands or voice, every shareholder present (or through their representative) has one
vote. On a poll, every shareholder present (or through their representative) has one vote per fully-paid up share they hold. Unless
the Board determines otherwise, shareholders may not exercise the right to vote at a meeting by casting postal votes.
More detail on voting can be found in our Constitution on our website (www.synlait.com/investors/corporate-governance/).
PG 109
Synlait Milk Limited Annual Report 2018 I
STATUTORY INFORMATION CONTINUED
TRADING STATISTICS
Synlait Milk Limited listed on the NZX on 23 July 2013 at an initial share price of $2.20 and was admitted to the Official List
of ASX Limited as a foreign exempt issuer under a compliance listing on 24 November 2016, with trading commencing on 25
November 2016. The trading range for the period 1 August 2017 to 31 July 2018 is as follows:
Minimum:
Maximum:
Range:
Total Shares Traded:
DIVIDEND POLICY
2018
2017
$4.40 (1 August 2017)
$2.95 (14 December 2016)
$11.65 (3 July 2018)
$4.46 (11 July 2017)
$4.40 - $11.65
61,096,093
$2.95 - $4.46
22,945,251
Our Board has a dividend policy to determine whether it is appropriate to declare a dividend for shareholders in any financial year.
The policy provides that any decision to pay a dividend will depend on, amongst other things:
- Current and forecasted earnings.
-
Internal capital requirements in light of the company’s current and forecasted growth plans.
- Availability of tax imputation credits.
- The company’s debt / equity position.
Any dividend can only be declared by the Board if the requirements of the Companies Act 1993 are also satisfied. The Board has
determined no dividend will be payable for the period ending 31 July 2018.
NZX WAIVERS
The following waivers from the NZX Listing Rules were granted to us or relied upon by us during FY18 (any defined terms in this
section carry the same meaning as in the NZX Listing Rules):
On 24 June 2013, we were granted a waiver from various NZX Listing Rules to allow our Constitution and composition of our
Board to reflect our non-standard governance arrangements. A summary of those arrangements is set out in section 2 of the
Corporate Governance Report on page 41. Full details of this waiver can also be found at the following link (http://www.nzx.com/
files/attachments/178616.pdf)
On 22 August 2016, we were granted a waiver from NZX Listing Rule 9.1.1 to allow one of our wholly-owned subsidiaries to
enter into a Nutritional Powders Manufacturing and Supply Agreement with a wholly-owned subsidiary of The a2 Milk Company
Limited (being an agreement that may amount to a series of related transactions with a value of greater than 50% of the average
market capitalisation of Synlait Milk Limited) without having to obtain shareholders’ approval.
On 19 September 2016, we were granted a waiver from various NZX Listing Rules in connection with our accelerated
renounceable entitlement offer of ordinary shares (New Shares) launched on 19 September 2016 (Offer). A condition of that waiver
is that the waiver, its conditions and effects are disclosed in this Annual Report. Set out below is a summary of those terms and
conditions (categorised by NZX Listing Rule):
- NZX Listing Rule 7.3.1(a), so that Synlait Milk Limited is not required to obtain shareholder approval for the issue of New
Shares in connection with the Offer. This waiver is subject to the conditions that the issue be conducted in accordance
with NZX Listing Rule 7.3.4(a) (read in conjunction with NZX Listing Rules 7.3.4(d) to 7.3.4(h)), except that the entitlement
to subscribe for New Shares (Entitlement) need not be renounceable and Synlait Milk Limited ensures that the institutional
bookbuild and retail bookbuild, described under the Offer document, occur.
- NZX Listing Rule 7.10.1, to enable eligible institutional shareholders to be notified of their Entitlement prior to the record date
for the Offer and to enable that notification to occur by means other than physical letters of entitlement.
PG 110 I
Synlait Milk Limited Annual Report 2018 STATUTORY INFORMATION CONTINUED
- NZX Listing Rule 7.10.2, to the extent it would otherwise require the institutional entitlement component of the Offer to
remain open for 12 Business Days, subject to the condition that Synlait Milk Limited’s announcement of the Offer, and the
Offer document, clearly state that a shorter than usual offer period will be available to eligible institutional shareholders under
the institutional entitlement component of the Offer.
- NZX Listing Rule 7.10.8, to the extent it would have required Synlait Milk Limited to notify NZX of the Offer five Business
Days prior to the ex date for the Offer, subject to the condition that the Offer is notified to NZX in accordance with NZX
Listing Rule 7.10.8 no later than the ex date for the Offer.
- NZX Listing Rule 7.11.1, to the extent that it would require allotments of New Shares to be made to Bright Dairy Holding
Limited (Bright) within five Business Days of closing of the institutional entitlement component of the Offer, subject to the
condition that allotment to Bright occurs in part on the institutional component settlement date and in part on the retail
component allotment date.
- NZX Listing Rule 9.2.1, so that Related Parties of Synlait Milk Limited (including Bright and Synlait’s Directors and Senior
Leadership Team) can participate in the Offer without shareholders’ approval. This waiver is subject to the conditions that:
-
-
the Independent Directors certify, in a form acceptable to NZX, that:
the terms of the Offer are fair and in the best interests of Synlait Milk Limited shareholders, other than the Related Parties
or Synlait Milk Limited shareholders that are Associated Persons of the Related Parties;
- Synlait Milk Limited will pay and receive fair value under the Offer;
- Synlait Milk Limited was not influenced in its decision to enter into the Offer by the interests of the Related Parties; and
the Related Parties will derive no benefit as a result of the Related Party relationship, over and above the Takeovers Code
-
benefit to Bright allowing it to participate pro-rata in the Offer without breaching the Takeovers Code;
-
the allotment of New Shares to Bright occurs, in part, on the allotment date for the institutional entitlement component of
the Offer, and in part, on the allotment date for the retail entitlement component of the Offer; and
-
the Offer is conducted in accordance with the condition to the waiver from NZX Listing Rule 7.3.1(a) set out above.
On 14 August 2017, we were granted a waiver from NZX Listing Rule 9.2.1 to allow us to enter into new supply arrangements
with Sichuan New Hope Nutritional Foods Co., Ltd (a related party of Synlait Milk Limited as Synlait Milk Limited owns 25% of its
shares) (New Supply Arrangements) without seeking shareholder approval as would otherwise have been the case because the
contract had the potential to have a market value in excess of 10% of Synlait Milk Limited’s Average Market Capitalisation, being
approximately NZ$825m at that time.
A condition of this waiver was that in addition to disclosing the fact and implication of the waiver above, the other condition of
the waiver also has to be disclosed in this Annual Report. This condition required the Directors of Synlait Milk Limited, excluding
John Penno (who is also a director of Sichuan New Hope Nutritional Foods Co., Ltd) and any other Director interested in the New
Supply Arrangements to certify to NZX Regulation that:
-
-
the New Supply Arrangements have been entered into, and negotiated on, an arm’s length commercial basis;
in their opinion, the entry into the New Supply Arrangements is fair and reasonable to, and in the best interests of Synlait
Milk Limited and its shareholders who are not related to, or Associated Persons of, Sichuan New Hope Nutritional Foods Co.,
Ltd;
- John Penno has not exercised any undue influence over the Board in its decisions in respect of the New Supply
Arrangements; and
- John Penno did not vote and will not vote on any decisions of the Board in relation to entry into the New Supply
Arrangements.
On 13 February 2018, we were granted a waiver from NZX Listing Rule 9.2.1 to allow us to enter into new supply arrangements
with Bright YouYou, a related party, without seeking shareholder approval as would otherwise have been the case because the
contract had the potential to have a market value in excess of 10% of Synlait Milk Limited’s Average Market Capitalisation, being
approximately NZ$1.18 billion at that time.
PG 111
Synlait Milk Limited Annual Report 2018 I
STATUTORY INFORMATION CONTINUED
A condition of this waiver was that in addition to disclosing the fact and implication of the waiver above, the other condition of
the waiver will be disclosed in this Annual Report. This condition required the Directors of Synlait Milk Limited certify to NZX
regulation that:
- The Directors of Synlait Milk Limited appointed by Bright Dairy (together, the Interested Directors) will not participate in any
Synlait Milk Limited deliberations on, and will not vote to enter into, the Supply Agreement;
- The Directors of Synlait Milk Limited not appointed by Bright Dairy (together the Non-Interested Directors) certify to NZX that:
- The Supply Agreement has been entered into, and negotiated on, an arm’s length commercial basis;
In their opinion, the entry into the Supply Agreement is fair and reasonable to, and in the best interests of Synlait Milk
-
Limited and its shareholders who are not related to, or Associated Persons, of Bright Dairy;
- The Interested Directors will not participate in any Synlait Milk Limited Board deliberations on, and will not vote to enter
into, the Supply Agreement, and have had no influence on the decision of the Non-Interested Directors to enter into the
Supply Agreement
On 5 July 2018, we were granted a waiver from NZX Listing Rule 9.1.1 to allow one of our wholly-owned subsidiaries to enter into
a variation to an existing Nutritional Powders Manufacturing and Supply Agreement with a wholly-owned subsidiary of The a2
Milk Company Limited (being an agreement that may amount to a series of related transactions with a value of greater than 50%
of the average market capitalisation of Synlait Milk Limited) without having to obtain shareholders’ approval.
DIRECTORS’ REMUNERATION
The total remuneration and other benefits to Directors (and past Directors) for services to the company and the subsidiaries* for
the year ended 31 July 2018 were as follows (including comparative figures for 2017):
Director
Class
Position
Retired /
Appointed
2018 – Total
Remuneration1
2017 – Total
Remuneration1
Graeme Milne
Independent
Chairman
Bill Roest
Independent
Audit and Risk Committee Chair
Sam Knowles
Independent
Director
136,667
115,333
85,333
73,333
71,333
63,333
Retired and
Reappointed 29
November 2016
John Penno2
Board Appointed Managing Director
967,582
1,200,188
Hon. Ruth Richardson Bright Appointed People and Governance Chair
Yang Sihang
Bright Appointed Director
Lu Qikai
Ben Min
Bright Appointed Director
Bright Appointed Director
85,333
73,333
73,333
73,333
71,333
63,333
63,333
43,667
Appointed 29
November 2016
*Synlait Milk Finance Limited, The New Zealand Dairy Company Limited, and Eighty Nine Richard Pearse Drive Limited. Note that the Directors do not
receive any additional remuneration as Directors of the subsidiaries.
1From 1 April each year Director fees are updated, so these reflect the eight months at the old rates and four months at the new rates. Full year Director Fees
at the new rates are as follows: Chairman of the Board $150,000, Chair of Committee $92,000 and Director $80,000.
2As Managing Director, John Penno did not receive Director’s Fees. His remuneration listed above constitutes payment for his position as Managing Director
and Chief Executive Officer. In the year to 31 July 2018 his remuneration was made up of fixed remuneration of $967,582 with no bonus component. In the year
to 31 July 2017, his remuneration was made up of fixed remuneration of $925,388 and performance based bonus of $274,800 (Each year the remuneration of the
Managing Director and CEO are recommended by the Remuneration and Governance Committee and approved by the Board (excluding the Managing Director).
PG 112 I
Synlait Milk Limited Annual Report 2018
STATUTORY INFORMATION CONTINUED
John Penno was granted 225,341 performance rights under the previous Group’s IPO incentive scheme. In the year ended 31 July 2017, 75,114 performance
rights vested. The remaining 150,277 performance rights were forfeited in the first two years of the IPO incentive scheme due to performance conditions not
being met. John Penno was a participant of the company’s long term incentive scheme which commenced in June 2017. He was granted 70,154 performance
share rights under the scheme in the year ended 31 July 2017 and 51,843 performance rights under the scheme in the year ended 31 July 2018. Details on the
IPO incentive scheme and the long term incentive scheme are disclosed in section 5 of the Corporate Governance Report on page 44 and in Note 12 in the
financial statements on page 80.
For the purposes of NZX Listing Rule 10.4.5(m) the Bright appointed directors are the Directors appointed under NZX Listing Rule 3.3.8 (subject to the waiver
granted on 24 June 2013).
DIRECTORS’ INTERESTS
In addition to the disclosures made elsewhere in this Annual Report, the Directors have disclosed under section 140(2) of the
Companies Act 1993 the following interests in the Interests Register of the company and the subsidiaries (Synlait Milk Finance
Limited, The New Zealand Dairy Company Limited and Eighty Nine Richard Pearse Drive Limited, as at 31 July 2018):
Nature of Interest
Graeme Milne
Member University of Waikato Council
Chairman Terracare Fertilisers Limited
Trustee Rockhaven Trust
Partner G R and J A Milne
Chairman of Nyriad Limited
Director Alliance Group Limited
Director Elviti Holdings Limited and subsidiaries
Director PF Olsen Group Limited and subsidiaries
Director FarmRight Limited
Chairman Rimanui Farms Limited Advisory Board
Chairman Pro-Form Ltd Advisory Board
Chairman Synlait Milk Limited
Chairman Synlait Milk Finance Limited
Chairman The New Zealand Dairy Company Limited
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited
at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Hon. Ruth Richardson
Chair Kula Fund Advisory Committee
Director Ruth Richardson [NZ] Limited
Chair SYFT Technologies Limited
Chair New Zealand Merino Company
Chair Kiwinet
Director Bank of China (NZ)
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited
at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Bill Roest
Director Fisher & Paykel Appliances Limited
Director Housing Foundation Limited
Trustee New Zealand Housing Foundation
Trustee WJ & IJ Family Trust
Director Metro Performance Glass Limited
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited
at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Qikai Lu
Director Ba'emek Advanced Technologies Limited
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Receipt of Directors' Fees from Synlait Milk Limited
at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
PG 113
Synlait Milk Limited Annual Report 2018 I STATUTORY INFORMATION CONTINUED
Sam Knowles
Director Trustpower Limited
Director Rangatira Limited
Director Fire Security Services
Director Umajin Limited
Chairman OnBrand Limited
Chairman Adminis Limited
Director Magritek Limited
Trustee Ruby Family Trust
Trustee WWF NZ
Director Sichuan New Hope Nutritional Foods Co., Limited
Managing Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Okuora Holdings Limited
Shareholder in Okuora Holdings Limited
Director Thorndale Dairies Limited
Shareholder in Thorndale Dairies Limited
Shareholder in Synlait Milk Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Director Com Investments Limited
Sihang Yang
Director Growthcom Limited
Director Synlait Milk Limited
Director Habourside Rentals Limited
Director Synlait Milk Finance Limited
Director of Montoux Limited
Trustee Com Trust and Ian Samuel Knowles Children’s Trust
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited
at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
John Penno
Trustee John Penno Trust
Receipt of Directors' Fees from Synlait Milk Limited
at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Min Ben
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Receipt of Directors' Fees from Synlait Milk Limited
at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
DIRECTORS’ SHAREHOLDING IN SYNLAIT
Directors did not acquire or dispose of any of their relevant
interests in shares in the company during FY18.
SUBSIDIARY COMPANY DIRECTORS
The following Companies were subsidiaries of
Synlait Milk Limited as at 31 July 2018:
The Directors’ respective shareholding in Synlait as at
31 July 2018 is as follows, with comparative figures for 2017:
2018
2017
6,120,755
6,120,755
1. Synlait Milk Finance Limited
Directors: Graeme Milne, Bill Roest, Sam Knowles,
John Penno, Hon. Ruth Richardson, Sihang Yang,
Qikai Lu, Min Ben (appointed on 29 November 2016)
and Li Ke (resigned 8 September 2016).
72,753
56,222
55,000
27,750
0
0
0
72,753
56,222
55,000
27,750
N/A
2. The New Zealand Dairy Company Limited
Directors: Graeme Milne and Nigel Greenwood.
3. Eighty Nine Richard Pearse Drive Limited
Directors: Graeme Milne and Nigel Greenwood.
0
0
The shares in The New Zealand Dairy Company Limited
and Eighty Nine Richard Pearse Drive Limited were
acquired by Synlait Milk Limited on 31 May 2017.
John Penno
Graeme Milne
Hon. Ruth Richardson
Sam Knowles
Bill Roest
Min Ben
Qikai Lu
Sihang Yang
PG 114 I
Synlait Milk Limited Annual Report 2018 STATUTORY INFORMATION CONTINUED
DIVERSITY
We are committed to hiring and retaining the best people for the job – regardless of gender, age, disability, religion, race, sexual
orientation, family circumstances, politics and / or ethnicity. We pride ourselves on having an inclusive working environment
that promotes employment equity and workforce diversity at all levels from our Board table down.
In accordance with NZX requirements, our reported gender breakdown at Senior Leadership Team and Board level
as at 31 July 2018 is:
Board
Senior Leadership Team
Female
2
2
Our reported gender breakdown as at 31 July 2017 was:
Board
Senior Leadership Team
Female
2
0
Male
6
12
Male
6
12
Total
8
14
Total
8
12
% Female
25%
14%
% Female
25%
0%
In addition, we have the following alternative measures of diversity which may be of interest to investors. As at 31 July 2018:
Ethnicity: Based on the place of birth
Board
Senior Leadership Team
Domicile: Based on the place of current residence
Board
Senior Leadership Team
Languages spoken
Board
Senior Leadership Team
Highest qualifications held
Board
Senior Leadership Team
New Zealand
4
9
New Zealand
5
14
Asia
3
-
Asia
3
-
Other
1
5
Other
-
-
English only
Two languages
4
10
4
1
Three or
more languages
-
3
Bachelor degree Post-graduate degree
2
10
6
3
PG 115
Synlait Milk Limited Annual Report 2018 I STATUTORY INFORMATION CONTINUED
HEALTH, SAFETY AND WELLBEING
We continue to utilise the Gallup Q12 Survey, a globally recognised tool that measures the most important elements of employee
engagement. The Q12 Survey scores questions on a scale of 1-5 (1 being strongly disagree and 5 being strongly agree) and
displays the overall engagement score as a grand mean of individual scores.
In FY18 Synlait’s grand mean employee engagement increased from 3.70 to 3.95, representing a substantial improvement from
the 31st to 61st percentile of New Zealand, Australia, and Oceania companies in our benchmark.
EMPLOYEE SAFETY
We have identified five critical safety risks: working at heights, working in confined spaces, working with hazardous gases,
material handling equipment, and State Highway 1 at our Dunsandel plant. These are hazards we consider to be a high or
extreme risk, and we therefore need to focus specifically on managing them. We have initiated projects for these hazards and are
working through improvements to lower each risk.
Synlait calculates Total Recordable Injury Frequency Rate (TRIFR) as the total recordable injuries that occur in a period divided
by the hours worked in a period, multiplied by 1,000,000. Total Recordable Injuries is composed of:
- Lost Time Injuries (LTI) – any injury or illness resulting in an individual being unable to work their scheduled hours other than
the shift/day on which the injury occurred
- Medical Treatment Injuries (MTI) – any injury requiring more than first aid treatment by a physician or other licensed health
care professional
- Restricted Work Injuries (RWI) – any injury that requires restriction of work time and / or duties, i.e. unable to do normal work
duties
Over the course of FY18, Synlait’s monthly TRIFR decreased from 25.1 recordable injuries per million hours worked to 18.1,
representing a significant year-over-year improvement of 28%.
INJURIES PER MILLION HOURS
WORKED
30
Total Recordable Injury Frequency Rate (TRIFR)
20
10
0
PG 116 I
AUG
SEP
OCT
NOV
DEC
JAN
FEB
MAR
APR
MAY
JUN
JUL
Synlait Milk Limited Annual Report 2018 STATUTORY INFORMATION CONTINUED
EMPLOYEE REMUNERATION
During the year ended 31 July 2018 the following employees and former employees received individual remuneration over
$100,000 (with comparative figures for 2017).
Note that Synlait Milk Limited now has three subsidiary companies: Synlait Milk Finance Limited, Eighty Nine Richard Pearse
Drive Limited, and The New Zealand Dairy Company Limited.
Remuneration range
2018
2017
Number of employees
Number of employees
$100,000 – $110,000
$110,000 – $120,000
$120,000 – $130,000
$130,000 – $140,000
$140,000 – $150,000
$150,000 – $160,000
$160,000 – $170,000
$170,000 – $180,000
$180,000 – $190,000
$190,000 – $200,000
$200,000 – $210,000
$210,000 – $220,000
$220,000 – $230,000
$230,000 – $240,000
$240,000 – $250,000
$250,000 – $260,000
$260,000 – $270,000
$270,000 – $280,000
$280,000 – $290,000
$290,000 – $300,000
$300,000 – $310,000
$310,000 – $320,000
$320,000 – $330,000
$330,000 – $340,000
$340,000 – $350,000
$350,000 – $360,000
$360,000 – $370,000
$370,000 – $380,000
$380,000 – $390,000
$390,000 – $400,000
35
32
12
16
11
10
6
11
8
2
7
2
1
0
0
1
0
0
0
0
0
2
1
1
0
2
1
0
3
0
20
9
13
9
11
7
7
3
1
0
1
0
1
0
0
0
0
0
0
0
3
1
0
1
1
1
0
1
0
0
Two employees were between $440,000 - $450,000 in 2017. One employee was between $400,000 - $410,000 in 2018.
Two employees were between $440,000 - $450,000 in 2018.
PG 117
Synlait Milk Limited Annual Report 2018 I
STATUTORY INFORMATION CONTINUED
DONATIONS
Synlait’s sponsorships and donations are detailed in our Corporate Governance Report on page 50.
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
In accordance with section 162 of the Companies Act 1993 and our Constitution, we indemnify and insure Directors and Officers
against liability to other parties that may arise from their position. This is through the company and the Directors entering into
Deeds of Access, Insurance and Indemnity. Details are maintained in the company’s Interests Register. This cover does not apply
to any liabilities arising from criminal or reckless acts by our Directors or Officers.
CURRENCY
Within this Annual Report, all amounts are in New Zealand dollars unless otherwise specified.
CREDIT RATING
We do not have a credit rating.
ANNUAL SHAREHOLDER MEETING
Our annual shareholders meeting will be held on Wednesday 28 November 2018 in Christchurch, unless otherwise notified.
We will confirm the time and location details for the meeting by notice to all our shareholders nearer to that date.
ANNUAL REPORT
Our Annual Report and all our past Annual Reports and Interim Reports are all available on our website (www.synlait.com/
investors/corporate-governance).
We will email our Annual Report to those shareholders who have opted for e-communication with us and our share registry.
We prefer to communicate with our shareholders by email without using up valuable printing resources and postage costs, but
any shareholder who does request a hard copy of our Annual Report will be sent one in the regular post.
FURTHER SHAREHOLDER INFORMATION ONLINE
This Annual Report, all our core governance documents (our Constitution, most of our key policies and all relevant Charters), our
Investor Relations policies and plan, and all our Announcements can be viewed on our website: (www.synlait.com/investors/
corporate-governance).
PG 118 I
Synlait Milk Limited Annual Report 2018 DIRECTORY
REGISTERED OFFICE
1028 Heslerton Road
Rakaia, RD13
New Zealand
Telephone: +64 3 373 3000
Email: info@synlait.com
BOARD OF DIRECTORS AS AT 31 JULY 2018
Graeme Roderick Milne (Chair of the Board) –
Independent Director
Willem (Bill) Jan Roest (Chair of the Audit and Risk
Committee) – Independent Director
Ian Samuel (Sam) Knowles – Independent Director
John William Penno –
Board Appointed Director
Qikai (Albert) Lu – Bright Dairy Appointed Director
Sihang (Edward) Yang – Bright Dairy Appointed Director
Min Ben – Bright Dairy Appointed Director
Hon. Ruth Margaret Richardson
(Chair of the People and Governance Committee) – Bright
Dairy Appointed Director
SENIOR LEADERSHIP AS AT 31 JULY 2018
John Penno – Chief Executive Officer and Managing Director*
Nigel Greenwood – Chief Financial Officer
Neil Betteridge – Director, Operations
Chris France – Director, Strategy and Business Transformation
Martijn Jager – Director, Sales and Business Development
Boyd Williams – Director, People, Culture and Performance
Hamish Reid - Director, Sustainability and Brand
Deborah Marris – Director, Legal, Risk and Governance
Suzan Horst - Director, Quality Regulatory and Laboratory
Services
Matthew Foster - General Manager, Strategic Projects
Robert Stowell - General Manager, Supply Chain
Antony Moess - General Manager, Manufacturing
Callam Weetman - General Manager, Sales
Roger Schwarzenbach - General Manager, Innovation and
Technical Services
*Leon Clement became Synlait Milk CEO on 13 August 2018. John Penno
has retained a role as Board Appointed Director from the same date.
AUDITOR
Deloitte Limited
151 Cambridge Terrace
Christchurch 8013
New Zealand
LAWYERS
MinterEllisonRuddWatts
Lumley Centre
88 Shortland St
Auckland 1010
BANKERS
ANZ Bank New Zealand Limited
The Bank of New Zealand
INVESTMENT BANKERS
First NZ Capital Securities Limited
SHARE REGISTRAR
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
Level 2, 159 Hurstmere Rd
Takapuna, Auckland 0622
Freephone (within NZ): 0800 467 335
Telephone: +64 9 488 8777
Facsimile: +64 9 488 8787
MANAGING YOUR SHAREHOLDING ONLINE
To change your address, update your payment instructions
and to view your registered details including transactions,
please visit (www.investorcentre.com/nz)
General enquiries can be directed to
(enquiry@computershare.co.nz)
Please assist our registry by quoting your CSN or shareholder
number when making enquiries.
OTHER INFORMATION
Please visit us at our website www.synlait.com
PG 119
Synlait Milk Limited Annual Report 2018 I TO BE CONTINUED
Synlait Milk Limited
1028 Heslerton Road
RD13, Rakaia 7783
Private Bag 806
Ashburton 7740
P + 64 3 373 3000
www.synlait.com