ANNUAL REPORT
2022
Doing Milk Differently For A Healthier World
PAGE 01 & 02
We are a milk nutrition company. We are purpose-led, we
are dynamic, and we are different. Accordingly, in 2018 we
relaunched our corporate identity to reflect this. It is now flowing
through to our product packaging. In March our new lactoferrin
bags were released, and in August 2022, our new AMF drums
arrived. Updated powder bags will be released this financial
year (FY23).
WELCOME
TO SYNLAIT’S
ANNUAL
REPORT
This Annual Report reviews
Synlait Milk Limited’s (Synlait) and
subsidiaries’ financial performance
and business achievements for the
year ended 31 July 2022.
We always look for ways to improve
our reporting, please email any
feedback to: investors@synlait.com
An online copy of this Annual Report
and our previous annual, interim and
sustainability reports are available
at: synlait.com/investors/
B CORP™
CERTIFIED
CORPORATE
GOVERNANCE
SUSTAINABILITY
REPORTING
Good corporate governance is critical
to protecting all stakeholder interests.
Our Corporate Governance Statement
describes Synlait’s current compliance
with the NZX Corporate Governance
Code (NZX Code) recommendations
in the year to 31 July 2022. To enable
us to update this more regularly, this
section of the Annual Report can be
found on Synlait’s website: synlait.
com/investors/corporate-governance
For shareholders interested in
Synlait’s environmental and social
impact, a standalone sustainability
report is released annually in
December. This report reviews
Synlait’s strategy and initiatives
to deliver on our sustainability
objectives and targets.
Synlait’s commitment to elevating
people and planet to the same level
as profit was recognised in June 2020
when it became part of the B Corp™
community.
B Corp™ is a community of leaders
driving a global movement of people
using business as a force for good.
Certified B Corporations™ consider
the impact of their decisions on
their workers, customers, suppliers,
community, and the environment.
B Corp™ resonates strongly with
Synlait’s purpose of Doing Milk
Differently For A Healthier World.
Learn more about what being a
B Corporation™ means for our people,
our community, and our customers
at: synlait.com/bcorp
ANNUAL REPORT 2022 PAGE 03 & 04
LACTOFERRIN
Synlait manufactures high-quality
spray-dried lactoferrin, an iron-
binding protein that our multinational
customers use globally.
Lactoferrin has proven benefits in
early life, including helping reduce
the risk of infection, helping establish
healthy gut bacteria, and supporting
iron absorption and metabolism.
Recognition of these benefits has
enabled premiumisation of infant
formula resulting in broader use and
higher dosages.
But increasingly, lactoferrin is used
beyond early life thanks to its
immunity-related benefits.
Lactoferrin’s anti-inflammatory
properties can also help provide vital
benefits for healthy ageing, a category
growing in size with increased
awareness of its importance.
In conjunction with changing
regulations and rising quality
standards, strong demand appears
to keep the supply of high purity
lactoferrin tight, despite anticipated
increases in global capacity.
Process Engineer Liam Hawley weighs Synlait’s lactoferrin at our
Dunsandel facility.
ANNUAL REPORT 2022 PAGE 05 & 06
One of our milk tankers at Synlait Pokeno’s milk reception bay.
We have 63 farmer suppliers in the North Island, responsible for
14% of Synlait’s total milk supply, or 12.4 million kgMS.
CONTENTS
01
09
13
About this Report
Chair Review
CEO Review
25
Our Board
26
Our Executive
Leadership Team
31
CFO Review
41
Financial and
Performance Metrics
42
Milk Price
43
Financial Statements
Contents
116
122
141
Auditor’s Report
Statutory Information
Directory
ANNUAL REPORT 2022 The team behind Synlait’s decarbonisation roadmap outside
Boiler 2 at Synlait Dunsandel.
PAGE 07 & 08
SYNLAIT COMPLETES PHASE 1 OF
OFF-FARM DECARBONISATION ROADMAP
We have completed two key projects, which see the first phase of our
decarbonisation roadmap completed.
The two projects will enable a reduction of scope 1 and 2 greenhouse gas
(GHG) emissions by 38,000 tCO2e in FY23, progressively increasing to
58,000 tCO2e in FY26, when the projects are expected to reach full capacity.
Based on Synlait’s FY20 scope 1 and 2 GHG emissions, this would represent
a 41% reduction in absolute emissions – a major step towards achieving our
SBTi* approved target of reducing scope 1 and 2 emissions by 45% by FY28.
A summary of the two projects is below:
ELECTRODE BOILER
BOILER TWO BIOMASS
Boiler 2 at Synlait Dunsandel has
been converted to biomass (from
coal) and will progressively increase
its usage of wood pellets made from
New Zealand forestry waste and
sawmill residues.
The project was co-funded by GIDI
and Synlait’s strategic customer and
shareholder, The a2 Milk Company.
Synlait established its decarbonisation
plan in 2018. The programme started
with the commissioning of New
Zealand’s first large-scale electrode
boiler at Synlait Dunsandel, which
provides renewable process heat for
the company’s Advanced Dairy Liquid
Packaging Facility.
The electrode boiler has been
upgraded to a maximum 12 MW
capacity (from 6 MW) and connected
to the entire Dunsandel facility
allowing it to increase its typical
running rate from 2 MW to 10 MW.
The upgrade includes an innovative
system that enables Synlait to use
electricity when time-of-use rates
make it cheaper than coal.
The project was co-funded by
Synlait and the Energy Efficiency
and Conservation Authority’s
(EECA) Government Investment in
Decarbonising Industry (GIDI) Fund.
* Science Based Targets initiative
PAGE 09 & 10
CHAIR
REVIEW
Dr. John Penno
Dear shareholders
The Board and I are pleased to deliver
the 2022 Annual Report on a much-
improved year.
Synlait Milk Limited (Synlait) continues
to focus on building scale and
capability in the highest returning
segments available to the New
Zealand dairy industry. During the
financial year ended 31 July 2022, we
have grown our revenue to $1.6 billion
(up 21%), re-established profitability
with our net profit after tax at $38.5
million (up $67.0 million) and reduced
our net debt to $341.9 million (down
29%). In most areas of our business,
exit performance was significantly
stronger than that at the start of the
financial year, providing the Board
with confidence that Synlait is on a
path to return to robust profitability
over the two-year period we set for
ourselves.
While focusing on building revenue,
reducing unnecessary costs, releasing
working capital, and reducing capital
expenditure, the Board remained
committed to rebuilding diversity
in our earnings. Our Ingredients
business returned to its historical
profitability, and our Nutritionals
business returned to growth, including
maintaining strong earnings in
our Lactoferrin business. This was
achieved while we invested heavily
in customer development across all
business units.
Our purpose, Doing Milk Differently
For A Healthier World, demands that
we build and conduct our business
in a way that contributes to healthy
people, a healthy planet, and healthy
profits. Once again, we are proud that
Synlait continues to be recognised
as a global leader in this area by the
multinational customers we supply.
This alignment is important to our
customers and continues to deepen
our relationships with them.
We are proud to pay our farmer
suppliers a record average base
milk price of $9.30 per kgMS for
the 2021/2022 season. In addition,
an average of $0.29 per kgMS was
paid for incentives, taking the total
average milk payment to $9.59 per
kgMS for the 2021/2022 season. The
record milk price was supported by
a sustained period of exceptionally
high commodity prices and a relatively
weak New Zealand dollar. Part of the
high milk price our farmer suppliers
are currently enjoying is a result of
declining milk production in Europe
and the United States, as farmers
in those countries respond to very
high energy costs and increasingly
stringent environmental requirements.
Synlait has always been a company
committed to growing into the
significant opportunities we see in the
international dairy industry. Despite
the company’s reset over the past
year, we have many new and exciting
prospects in our immediate future.
At the end of FY23, the company will
have completed its two-year recovery
plan. As previously indicated, we
intend to exit FY23 and enter FY24
with a similar level of profitability
experienced before FY21. A full
copy of our guidance statement
can be found on page 27 of the
accompanying Investor Presentation.
The past year has been an important
period of refocusing and ensuring
we have the right team, are focused
on the right opportunities, and have
the right resources to succeed. I look
forward to your continued support
as we work together to make our
contribution to healthier people and
a healthier planet.
Dr. John Penno
Co-Founder and Chair
Of course, cost structures for
farmer suppliers have increased
rapidly in New Zealand over the
last year. Our farming system, which
focuses on pasture production, has
cushioned some costs, but it must be
acknowledged that dairy farming has
been very tough due to increased
fertiliser, feed, and compliance costs
and labour challenges. Environmental
and animal welfare requirements are
also increasing. 66% of our farmer
suppliers are certified under Synlait’s
Lead With Pride™ programme. The
programme ensures our farmer
suppliers implement best practices
in environmental stewardship,
animal welfare, milk quality, and care
for their people and communities.
These practices have positioned our
farmer suppliers exceptionally well
to deal with increased regulatory
requirements. It also helps us engage
with our multinational customers,
who are focused on meeting the
ever-increasing expectations of their
consumers. Our refreshed strategy
and structure will see us increase
the pace in this area as we continue
to offer our farmer suppliers and
customers new opportunities.
Our Lead With Pride™ programme,
supported by our long-term
commitment to delivering a strong
milk price, supports Synlait’s
strategy of growing our share of the
milk produced in the regions we
manufacture. We welcomed twelve
new farms to Synlait over the past
year, and we continue to progress
opportunities for a small number of
new farmer suppliers with aligned
values to supply us with milk in FY24.
I want to thank our new CEO
Grant Watson for the outstanding
contribution he is already making
to Synlait. Grant is setting a new
pace and standard for our Executive
Leadership Team and the entire
company. In his report, Grant will
outline the outcome of the strategy
refresh he led with the Board. This
work builds on the strategic choices
made over recent years, accelerating
market and customer opportunities
which will increase asset utilisation
and generate returns from our current
investments.
I also want to thank all staff for their
commitment and hard work over the
year. In particular, I want to thank our
CFO Rob Stowell who has worked
tirelessly for the company. His
knowledge of Synlait, built over the
last 15 years, is invaluable. Rob has
personally led the actions required
to improve our balance sheet, and
we are exiting this year with strong
operating cashflows and lower debt.
Thanks also to our farming families for
your continued support. It has been a
tough couple of years for us all.
Lastly, I would like to acknowledge
the work and commitment of our
Board. Times like this often require
unreasonable amounts of time from
Directors. We are fortunate to have a
strong, experienced team who have
leaned into the challenge of returning
Synlait to financial strength and
growth.
ANNUAL REPORT 2022 PAGE 11 & 12
OUR NEW
MULTINATIONAL
CUSTOMER AT
SYNLAIT POKENO
Product trials are progressing, and
our facilities are in the final stages
of commissioning. There have been
no material changes to previously
communicated CAPEX spend or
volume expectations across the
contract term.
Commercial production starts in
early 2023, with product planned for
distribution in Southeast Asia during
the second quarter of 2023. Our
distribution markets have expanded to
include Australia and New Zealand by
the end of 2023 (calendar year).
We are also pleased to inform you
that product trials are commencing
towards the end of the 2022 calendar
year for new products in the clinical
nutrition category.
Construction at Synlait Pokeno for our new multinational
customer has occurred over the last year. Process Systems
Specialist Dwaine Henri, Senior Project Manager Carolijn van der
Stok, and Production Manager - Dryer 1 Leon van Berkel stand
in the space where products will be packaged and stored once
construction is completed.
ANNUAL REPORT 2022 PAGE 13 & 14
CEO
REVIEW
Grant Watson
KEY TAKEAWAYS FROM THE RESULT
Return to robust profitability on track –
EBITDA up $91.8m to $129.1m.
Balance sheet returned to normal
metrics (net debt to EBITDA ratio of
2.6x) enabled by strong operating
cashflows and inventory reduction.
Review of Synlait strategy and
Executive Leadership Team structure
completed.
SAP successfully implemented in
August.
Commercial production to start in
early 2023 for Synlait Pokeno’s
multinational customer.
Launch of Foodservice cream in China
under JOYHANA brand in partnership
with SAVENCIA Group.
All delivered while navigating Omicron. Our team’s commitment to keeping our people safe, keeping their
families safe, and keeping our facilities running was inspiring. Our response resulted in no more than 5.8% of
our team being out of action with COVID-19 at any one time.
Kia ora shareholders
I would like to extend a massive thank
you to our staff and farmer suppliers. It
has been a challenging time with the
transmission of the Omicron variant
of COVID-19 throughout New Zealand
over the past six months. While
managing the health and well-being
of ourselves and our families, we have
made significant progress across
the business. We have refreshed our
strategy, realigned our organisational
structure, and started adapting to a
post-pandemic world. Our improved
financial performance would not be
possible without your hard work and
desire to do things differently, an
approach evident across the entire
business. Thank you!
Progress
Reflecting on the past eight months
since I joined Synlait, it has been
energising and rewarding and given
our ambitious agenda, it has also
been somewhat relentless. Given the
significant change at Synlait over the
last two years, it was time to review
and refresh our strategy to ensure
it remained fit for purpose. Our
refreshed strategy will transition us to
an organisation with greater focus and
accountability, which is essential for
us to achieve our growth ambitions.
At the half year result, I shared our
priorities for the second half of the
2022 financial year (FY22):
1. Deliver critical projects.
2. Ensure readiness to successfully
commence commercial
production at Pokeno for Synlait’s
new multinational customer.
3. Navigate Omicron’s impact on our
workforce and supply chains.
4. Review and refresh Synlait’s
strategy to ensure it is fit for
purpose and focused.
5. Rebuild our team and culture
following a period of constant
change and reorganisation.
I have summarised our key
achievements in each of these
areas below.
1. Deliver critical projects
Successfully renew the State
Administration for Market
Regulation (SAMR) licence for
The a2 Milk Company’s Chinese
labelled 至初® Infant Formula.
We received notification from
SAMR earlier this month that our
current registration had been
renewed. The renewal allows
us to manufacture Chinese
labelled 至初® Infant Formula
until 21 February 2023 under
the previous GB (food safety)
standard.
In parallel, we are working
towards achieving re-registration
under the new GB legislation.
However, China’s COVID-19
lockdowns have impacted the
new GB registration timeline
and process. We had previously
disclosed that a re-registration
decision was expected by the
end of this calendar year. I
acknowledge that this delay
is disappointing, and that our
shareholders are seeking
certainty around this topic.
Engagement with SAMR and
Ministry for Primary Industries
officials is, however, very positive.
Gaining re-registration for the
new GB recipe is a top priority for
Synlait and The a2 Milk Company.
We are jointly working on stock
transition plans and do not
anticipate currently forecasted
volumes of China-label a2
Platinum® Infant Formula to be
impacted.
Successfully implement SAP
in August 2022.
We are two months into operating
with an SAP Enterprise Resource
Management system. The
cutover process was successful
on balance, and there has been
enthusiastic commitment from our
staff to adapt to our new ways of
working.
Alongside the additional support
provided to all staff, we have
seen teams working more
closely together with a significant
increase in collaboration. An
integrated SAP system for
Synlait moves us one step closer
to being a process-enabled
business. It means our teams
better understand that every
action we take has upstream
and downstream implications. It
means the data we hold in SAP is
the one source of truth. It means
we will deliver greater efficiency
and productivity.
ANNUAL REPORT 2022 As an additional precaution during New Zealand’s Omicron
outbreak, all staff would undergo daily rapid antigen testing on
entry to our sites. Here a staff member is tested by our Health
and Safety Team on arrival at work.
PAGE 15 & 16
From the end of September, we
move into a stabilisation period.
Our support teams, made up
of functional consultants and
additional business support, will
continue during this phase. The
focus from this point will continue
to be on the business building a
deeper understanding of how all
Synlait’s end-to-end processes
work together. We will remain on
this transformation journey for
some time as we iron out a range
of the issues that will inevitably
arise. We are very focused on
delivering the benefits that come
with SAP.
2. Ensure readiness to successfully
commence commercial
production at Pokeno for
Synlait’s new multinational
customer
The project overall is on track.
Product trials are progressing,
and our facilities are in the final
stages of commissioning. There
have been no material changes
to previously communicated
CAPEX spend or volume
expectations across the contract
term. Commercial production
starts in early 2023, with product
planned for distribution in
Southeast Asia during the second
quarter. Our distribution markets
have expanded to include
Australia and New Zealand by
the end of 2023 (calendar year).
We are also pleased to inform
you that product trials are
commencing towards the end of
the 2022 calendar year for new
products in the clinical nutrition
category.
3. Navigate COVID-19’s impact on
our workforce and supply chains
Our team’s commitment to
keeping our people safe, keeping
their families safe, and keeping
our facilities running during the
pandemic was inspiring. Our
response resulted in no more
than 5.8% of our team being
out of action with COVID-19 at
any one time, validating that
our daily rapid antigen testing
programme and onsite policies
and procedures were extremely
effective controls.
Our procurement and supply
chain teams have also done a
fantastic job of actively managing
raw product inventory levels
and shipping finished products,
given the global supply chain
challenges, to ensure we could
meet customer demand.
PAGE 17 & 18
NEW EXECUTIVE LEADERSHIP TEAM STRUCTURE
Grant Watson
Chief Executive Officer
Rob Stowell
Chief Financial
Officer
Tim Carter
CEO Dairyworks
and Director of
Consumer
Adam Maxwell
Director of
Ingredients
Ruth Leary
Acting Director of
Advanced Nutrition
Nigel Macdonald
Director of
Operations
Dr Suzan Horst
Director of Quality,
Regulatory and
Laboratory
Boyd Williams
Director of People
and Culture
In Progress
President China
and Director of
Foodservice
In Progress
Director of On-
Farm Excellence
and Business
Sustainability
In Progress
Director of Strategy,
Innovation and
Corporate Affairs
4. Rebuild our team and culture
following a period of constant
change and reorganisation
Staff engagement
In my first month, I asked our staff
to complete a Start, Stop and
Continue Survey. It was important
to gain everyone’s perspective on
what they thought was working
well, what needed to improve,
and what was missing at a
company-wide level.
It was an invaluable way of
capturing feedback from all staff.
Key themes centred around a
workforce stabilisation plan,
which included tangible actions
such as actively promoting
internal talent, creating a
performance accountability
framework, and proactively
sharing business performance
to re-establish confidence
after a challenging period. Our
engagement results with staff
demonstrate progress; however,
we still have a way to go after
an intense period of change and
instability.
Starting with our Executive
Leadership Team (ELT), we are
resetting our health, safety, and
well-being performance, which
includes improving mindsets
and behaviours and increasing
organisational capability.
Farmer supplier engagement
I have thoroughly enjoyed getting
to know our dedicated and loyal
farmer suppliers. Delivering a
competitive advantage for our
farmer suppliers is critical to
Synlait’s success. It is not just
about milk price and cash flow.
It is about ensuring we add real
value on-farm, create close
working relationships throughout
the supply chain from farmer
suppliers to customers, and share
a joint vision.
To make this vision real, I have
spent time understanding
what is important to our farmer
suppliers. We completed the
same Start, Stop and Continue
Survey with farmer suppliers as
we did with staff to support this.
As a result, the responsibility
for Milk Supply was elevated to
our ELT as part of our refreshed
strategy and structure. We have
also developed an On-Farm
Excellence workstream which
encompasses cashflow and
payment systems, digital tools,
industry, community and farmer
engagement and our Lead With
Pride™ and Made With Better Milk
programmes.
In line with the refreshed strategy
changes (discussed on the next
page), we announced an updated
ELT structure. It will enable a
greater focus on the Ingredients
and Advanced Nutrition
businesses and introduces a
dedicated Foodservice business
to increase the emphasis on this
channel, and the China market
more broadly.
Two new roles join the ELT. As
mentioned, the Director of On-
Farm Excellence and Business
Sustainability will concentrate
on the importance of milk
supply, on-farm excellence,
and sustainability to ensure
our milk pools remain highly
competitive while continuing
to accelerate our sustainability
targets on and off-farm. And
aligned across all business
units, the Director of Strategy,
Innovation and Corporate
Affairs will be responsible for
Strategy development, Integrated
Business Planning, Innovation,
and Corporate Affairs.
As part of these changes, we
welcomed Adam Maxwell to the
ELT as Director of Ingredients.
Adam was our Head of
Ingredients and has played a
critical role in the recovery of this
business unit. Before Synlait, he
was GM, Marketing and Sales at
Dairyworks.
Underpinning these structural
changes, we will introduce a high-
performance framework to instil
a greater level of accountability
from the ELT down through our
organisation.
We farewelled Martijn Jager,
Hamish Reid, Deborah Marris, and
Chris France from our ELT during
the year. Each of them played a
significant role in our growth story
and left with our best wishes.
ANNUAL REPORT 2022 PAGE 19 & 20
SYNLAIT’S STRATEGY FY23 – FY27
Our Purpose – Doing Milk Differently For A Healthier World
AMBITION
TO FY27
RIGHT TO PLAY
OUR STRONG FOUNDATIONS
CHANNELS
OUR FOCUS BUSINESS TYPES
CATEGORIES
OUR FOCUS PRODUCTS
B Corp™
Score of 115
Farmer Net Promoter
Score Top Quartile
IWS Level 3
Food Safety
and Quality
Regulatory
Nutritionals
Know-How
Consumer
Foodservice
Manufacturing
Milk Powder
Beverages
and Cream
AMF
and Butter
Customer Net Promoter
Score Top Quartile
Return on
Capital 15%
Staff Engagement
Top Quartile
Surety of
Supply
Efficient
Manufacturing
Sustainability
Credentials
Cheese
Infant and
Adult Nutrition
Lactoferrin
GEOGRAPHIES
OUR GROWTH MARKETS
RIGHT TO WIN
OUR COMPETITIVE ADVANTAGE MODEL
RIGHT TO WIN
OUR COMPETITIVE ADVANTAGE MODEL
KEY ENABLERS
OF EXECUTION
China
Philippines
Vietnam
Indonesia
Thailand
Singapore
Malaysia
Australia
New Zealand
FARMER SUPPLIERS
CUSTOMERS
1
COMPETITIVE, TRANSPARENT
FARMGATE MILK PRICE
1
FOOD SAFETY, QUALITY AND
TRACEABILITY AND SURETY OF SUPPLY
2
FAVOURABLE
ADVANCE RATE
AND NO SHARES
8
OUR
PURPOSE
AND CULTURE
7
MADE WITH
BETTER MILK
3
DIGITAL TOOLS
AND ON-FARM
SUPPORT
8
OUR
PURPOSE
AND CULTURE
4
INDUSTRY AND
COMMUNITY
ENGAGEMENT
7
MADE WITH
BETTER MILK
AND B CORP™
2
NEW ZEALAND
PROVENANCE AND
MARKET ACCESS
3
BASE
PRODUCT
PORTFOLIO
4
VALUE-ADD
PRODUCT
PORTFOLIO
On-Farm
Excellence
Customer
Engagement
Disciplined
NPD and NTD
6
LEAD WITH
PRIDE™
5
SPECIALTY
MILK PREMIUMS
6
DEEP CHANNEL
EXPERTISE
5
CUSTOMISED PRODUCT
PORTFOLIO
Employer
of Choice
Systems, Tools
and Processes
Manufacturing
and Supply Chain
ANNUAL REPORT 2022 PAGE 21 & 22
5. Review and refresh Synlait’s
strategy to ensure it is fit for
purpose and focused.
Our strategy refresh process ran
from March to June and included
a bottom-up review across
our four business units. These
business unit strategies have
formed our consolidated Synlait
strategy, which is summarised on
the previous page.
Our refreshed strategy clearly
articulates what success looks
like in FY27, what our right-
to-play is (the strength of our
foundations), how we gain
competitive advantage (customer
and farmer supplier right-to-win
models), and most importantly,
how we deliver executional
excellence across our entire
business (six key enablers).
Our focus across channels,
categories and geographies will
ensure we reduce concentration
risk and deliver diversified
growth. In addition, we have
increased our strategic focus
across Milk Supply, Foodservice,
and the China market.
I am proud of the robust process
we followed with our ELT and the
Board to complete this work. Our
strategy refresh is key to creating
greater focus and accountability
across Synlait. Over the next nine
months, we will further refine our
strategy as a part of the FY24
strategy review cycle.
Now that we have a clear strategy
and the right structure, our focus
turns to delivering a far greater level
of execution.
Performance
You can find a complete summary
of our financial performance on
pages 46 to 115 of this Annual
Report or in the accompanying
Investor Presentation. In summary,
Synlait is on track to return to robust
profitability with our EBITDA up $91.8
million to $129.1 million and net profit
after tax up $67.0 million to $38.5
million. Our balance sheet has also
returned to normal metrics with a net
debt to EBITDA ratio of 2.6x, enabled
by strong operating cashflows and
inventory reduction. It has been
pleasing to see the outcomes of our
financial and strategic reviews and
corresponding work plans come
to fruition sooner than expected in
the face of a challenging trading
environment.
Continuing to improve our operational
performance and determining plans
for our Temuka cheese plant are
critical areas of focus for us in FY23
and beyond. You can read Synlait’s
complete FY23 guidance statement
in the accompanying Investor
Presentation released with this
Annual Report.
Thanks
Our work is far from done. We have
made progress across strategy,
structure, capability, culture, and
execution, and Synlait is well
positioned as we enter the second
year of our recovery. However, there
is a great deal more to do. Continuing
to strengthen our foundations will
ensure we deliver improved financial
performance for shareholders and
continue to make Synlait a great place
to work for our staff.
Thank you again to our staff, Board
and farmer suppliers for your passion
and commitment towards Doing
Milk Differently For A Healthier
World. Finally, thank you to our
shareholders for your continued
support. I look forward to meeting
more of you at our Annual Meeting in
December.
Ngā mihi nui
Grant Watson
CEO
OUR PRIORITIES FOR FY23
Commercialise multinational
customer opportunity at
Synlait Pokeno
Embed new Executive
Leadership Team
Enable The a2 Milk
Company’s growth ambitions
Grow Foodservice
cream and consumer
beverage volumes
Re-registration of
SAMR license for The
a2 Milk Company’s
Chinese labelled 至初®
Infant Formula
Adapt to the post-pandemic world
i.e., labour shortages, inflation, geopolitical dynamics,
operational and supply chain stability.
Stabilise SAP
You can read Synlait’s complete FY23 guidance statement in the
accompanying Investor Presentation released with this Annual Report.
ANNUAL REPORT 2022 PAGE 23 & 24
ANNUAL REPORT 2022
FARMER SUPPLIER CONFERENCES
AND DAIRY HONOURS AWARDS
We bring our farmer suppliers together at an annual winter event designed to
update them about what is happening at Synlait and celebrate their successes
at the Dairy Honours Awards. Congratulations to our 2022 award winners!
DOING MILK
DIFFERENTLY AWARD
SUPREME LEAD
WITH PRIDE™ AWARD
Dewhirst Land Company Ltd
North Island: Green Grass Ltd
South Island: Craigmore Farming
FOR A HEALTHIER
WORLD AWARD
Hendersons Farm
KOTAHITANGA
AWARD
Kokura Holdings Ltd
QUALITY BY
DESIGN AWARD
Landcorp Farming Ltd Pamu
GREENHOUSE
GAS AWARD
North Island: Handy Farm
South Island: Phil and Joss Everest
BEST MILK
QUALITY AWARD
North Island: Handy Farm
South Island: L&P Dairies
BEST MILK
QUALITY AWARD
WEIGHTED BY FARM SIZE
North Island: Handy Farm
South Island: L&P Dairies
LOWEST SOMATIC
CELL COUNT AWARD
North Island: MJ & G O’Sullivan
South Island: L&P Dairies
Head of South Island Milk Supply Juliette Maitland welcomes our
farmer suppliers to Synlait’s annual winter event in Christchurch
in July.
PAGE 25 & 26
OUR BOARD
OUR EXECUTIVE LEADERSHIP TEAM
Dr. John Penno
Chair
Simon Robertson
Grant Watson
Chief Executive Officer
Rob Stowell
Chief Financial Officer
Sam Knowles
Paul McGilvary
Min Chen
Dr. Gui Min
Tim Carter
CEO Dairyworks and
Director of Consumer
Ruth Leary
Acting Director of
Advanced Nutrition
Adam Maxwell
Director of Ingredients
Nigel Macdonald
Director of Operations
Sihang Yang
Hon. Ruth Richardson
Dr Suzan Horst
Director of Quality,
Regulatory and Laboratory
Boyd Williams
Director of People and Culture
Synlait continues its executive search for three additional Executive Leadership Team roles.
The President China and Director of Foodservice role will be Shanghai-based and provide increased emphasis on this
channel and the China market. The Director of On-Farm Excellence and Business Sustainability will concentrate on the
importance of milk supply, on-farm excellence, and sustainability to ensure our milk pool remains highly competitive while
accelerating Synlait towards its sustainability targets. The Director of Strategy, Innovation and Corporate Affairs role will
be responsible for strategy development, integrated business planning, Innovation, and Corporate Affairs.
Appointments will be announced as they are made.
ANNUAL REPORT 2022 PAGE 27 & 28
SYNLAIT POKENO – DRYER 1
Synlait Pokeno was commissioned during the 2020 financial year. It is Synlait’s
second infant-capable powder manufacturing facility. It has enabled Synlait to
grow and reduce its risk profile by diversifying processing facilities and milk
pools beyond Synlait Dunsandel.
SYNLAIT POKENO’S KEY METRICS
Facility
Dryer
Wetmix Kitchen
Capacity
45,000 MT
45,000 MT
Output
•
•
•
Infant formula base powder
Infant grade whole milk powder
Skim milk powder
ANNUAL REPORT 2022 PAGE 29 & 30
SYNLAIT IS TWO
MONTHS INTO SAP
We are two months into operating
with an SAP Enterprise Resource
Management system. The cutover
process was successful on balance,
and there has been enthusiastic
commitment from our staff to adapt to
our new ways of working.
Alongside the additional support
provided to all staff, we have
seen teams working more closely
together with a significant increase
in collaboration. An integrated SAP
system for Synlait moves us one step
closer to being a process-enabled
business. It means our teams better
understand that every action we
take has upstream and downstream
implications. It means the data we
hold in SAP is the one source of
truth. It means we will deliver greater
efficiency and productivity.
From the end of September, we
move into a stabilisation period. Our
support teams, made up of functional
consultants and additional business
support, will continue during this
phase. The focus from this point
will continue to be on the business
building a deeper understanding of
how all Synlait’s end-to-end processes
work together. We will remain on this
transformation journey for some time
as we iron out a range of the issues
that will inevitably arise. We are now
focused on delivering the benefits that
come with SAP.
More than 100 Synlait Support Champions have been on the
ground daily to support the transition to SAP. With key system
and process knowledge, Support Champions have been the first
point of call for staff to ask questions and get quick resolutions
as needed. Support Champions Corinna Breig and Alex Oreta
speak with Maintenance Engineer Connor Keenan at Dunsandel.
ANNUAL REPORT 2022 PAGE 31 & 32
CFO
REVIEW
Rob Stowell
Kia ora shareholders
Here is a summary of Synlait’s financial result for the 12 months ended 31 July 2022. Our performance is detailed
under our four business units:
INGREDIENTS
NUTRITIONALS
Whole milk powder (WMP), skim milk powder (SMP),
anhydrous milk fat (AMF), and butter milk powder (BMP).
Consumer-packaged nutritional products, infant formula
base powder, and lactoferrin.
BEVERAGES
AND CREAM
CONSUMER
FOODS
Fresh milk and cream, and UHT (ultra-heat treated)
products.
Cheese, butter, and other consumer foods.
FINANCIAL PERFORMANCE
Sales and gross profit performance
Total revenues of $1,660.6 million are up $293.3 million or 21%, driven largely by higher ingredients commodity prices
and volumes. Total sales volumes of 225,773 MT are 3% higher due to the sell down of excess inventories which were
on hand at the end of FY21 due to international shipping delays. The inventory rebalancing from The a2 Milk Company
caused by the COVID-19 pandemic in FY21 means our product mix is currently still heavily weighted to Ingredients in
FY22. However, we expect this to start to move back towards Nutritionals in FY23 and beyond.
Sales (metric tonnes)
Ingredients
Nutritionals
Beverages and Cream
Consumer Foods
Total
Gross profit by business unit1
FY22
FY21
% Change
Sales Volume (MT)
Gross Profit ($ millions)
Gross Profit/MT
Sales Volume (MT)
Gross Profit ($ millions)
Gross Profit/MT
Sales Volume
Gross Profit ($ millions)
Gross Profit/MT
FY22
132,481
33,506
31,972
27,814
225,773
FY21
125,914
34,362
31,500
26,983
218,759
Change %
5%
(2%)
1%
3%
3%
Ingredients
Nutritionals
Beverages
and Cream
Consumer Foods
Total
132,481
57.5
434.0
125,914
14.5
115.1
5%
297%
277%
33,506
70.0
2,089.0
34,362
42.8
1,246.2
(2%)
64%
68%
31,972
(1.4)
(44.6)
31,500
(4.9)
(154.2)
1%
71%
71%
27,814
22.8
818.5
26,983
15.3
567.8
3%
49%
44%
225,773
148.9
659.2
218,759
67.7
309.8
3%
120%
113%
Ingredients
Ingredients sales remained at higher-than-normal levels as we sold down excess inventories on hand at the end of
FY21 and continued to produce ingredients at above historical (FY20 and earlier) levels because of the slow recovery
of demand.
Ingredients sales increased 5% to 132,481 MT and gross profit per MT improved by 277% to $434/MT. A focus on
sales premiums and phasing, optimising product mix in favour of the SMP/AMF lead-bucket, and favourable FX cover
contributed to the improved FY22 result. The result was also helped by cost reductions in operations carried out in the
first half of FY22.
1 Gross profit not attributable to business units is not included.
ANNUAL REPORT 2022 PAGE 33 & 34
FINANCIAL PERFORMANCE (CONTINUED)
Despite ingredients production at higher than historical levels, production compared to FY21 decreased by 12% to
122,330 MT because of increased production of infant base powder displacing ingredients production, and our milk
supply being down 4% due to poor weather conditions.
Milk price and milk supply
Raw milk remains our most significant component of cost of goods sold.
Nutritionals
Nutritionals sales volumes fell 2% to 33,506 MT driven largely by The a2 Milk Company’s rebalancing of inventory
levels. Nutritionals gross profit per MT increased 68% to $2,089 due to higher recoveries of manufacturing overheads
as we increased production of infant formula base powders, driving an overall production increase of 48% to 31,016 MT.
Nutritionals margins also benefited from cost reductions in operations and a strong FX position.
Our lactoferrin business continues to perform with sales increasing 4 MT or 12% to 37 MT driven by increased
production, stable pricing, and steady demand.
Beverages and Cream
Sales volumes were largely consistent with FY21 as we faced delays with the launch of new product developments.
Our focus continues to be on developing and nurturing new high-value, future focused products for the Oceania and
China markets.
We expect volumes and profitability to begin lifting in FY23 as we launch our JOYHANA branded UHT cream product
in China in Q1 FY23, and also begin commercialising a UHT coffee beverage product for an existing multinational
customer. The single-serve, ready-to-drink, on-the-go product, will be distributed across New Zealand and Australia.
Volumes depend on rate-of-sale as it is a new consumer product.
Overall, the beverages and creams business delivered a gross margin loss of ($1.4) million, $3.5 million favourable
to FY21 because of cost saving initiatives and updated pricing to reflect the higher milk prices encountered in the
2021/2022 milk season.
Consumer Foods
Synlait enjoyed another year of solid performance from its Dairyworks subsidiary, whose gross profit increased 49% or
$7.5 million to $22.8 million. While sales volumes increased only slightly by 3% to 27,814 MT, we were pleased with the
underlying performance of the core cheese business. Contributing to the improved margins were strong commodity
procurement gains, the implementation of a new consolidated cool store and distribution centre, and the idling of the
Temuka cheese plant.
New product development continued with the launch of Dairyworks branded fresh milk, spreadable butter, and the
refreshed Talbot Forest Cheese brand which received several packaging and design awards leading to the launch
of the brand in Australia with Woolworths as the exclusive retailer. Cashflow returned from Dairyworks to Synlait was
outstanding for the year because of much reduced working capital for the business with reductions in inventory and
the implementation of a receivables assignment programme. Dairyworks’ EBITDA contribution was 75% higher at
$18.0 million.
Our final base milk price for the 2021/22 season is $9.30 per kgMS, compared to the 2020/21 base milk price of $7.55
per kgMS. We paid an additional $0.29 per kgMS in incentive and premium payments through a2, Lead With Pride™
and winter milk payments, increasing the average total milk price to $9.59 per kgMS, compared with $7.82 per kgMS in
2020/21. This increase resulted in our contracted suppliers receiving a total of $23.8 million in additional value-added
premiums in the 2021/22 season, compared to $23.5 million in 2020/21.
We received 83.0 million kgMS from our contracted suppliers, 3.8 million kgMS less than FY21, as a challenging season
due to poor weather conditions saw reduced production from our suppliers. We also sold (net) 4.1 million kgMS over the
season, resulting in an overall 5% or 3.8 million kgMS decrease in milk processed in FY22. The milk sales allowed us to
manage our strategic relationships with other North Island processors, maximise the SMP/AMF lead-bucket and optimise
dryer capacity during peak milk months.
Average reference commodity prices started the season strongly, falling away until August, increasing sharply through to
March, before falling again for the remainder of the season. The average reference basket price in the 2021/22 season
increased to USD$4,119, a 23% increase vs the 2020/21 season. This increase is the key contributor to the $1.75 per kgMS
increase in the average base milk price paid to our suppliers in 2021/22.
Overhead expenditure
Overhead expenses increased $3.5 million to $92.3 million. The most significant drivers were higher distribution costs
($1.9 million higher), employee costs ($1.6 million higher), and information services costs ($1.5 million higher).
Distribution costs increased because of higher freight costs and volumes shipped while employee cost increases were
driven by higher than anticipated staff cover during COVID-19 and a general out-of-cycle increase to all employees of 3%
given in May to reflect market movements and to recognise employees’ hard work during COVID-19. Non-capitalisable
costs relating to our SAP implementation project drove an increase in information services costs and also contributed to
the increase in employee costs. Higher COVID-19 protection costs of $0.9 million due to the Omicron outbreak and
one-time marketing initiative (Talbot Forest Cheese re-brand and launch of Made With Better Milk) costs of $1.3 million
also contributed to the increase.
These cost increases were offset by across-the-board savings of $3.7 million achieved through the cost reduction
initiatives which were carried out in the first half of FY22.
ANNUAL REPORT 2022 PAGE 35 & 36
FINANCIAL PERFORMANCE (CONTINUED)
EBITDA
Earnings before interest, tax, depreciation (including non-cash impairment of property, plant, and equipment)
and amortisation (EBITDA) increased $91.8 million or 246% to $129.1 million.
$ million
Profit before tax
Add back: net financing costs
EBIT
Add back: depreciation and amortisation (including non-cash impairment)
EBITDA
Less: gain on sale and leaseback
EBITDA (adjusted)
Net financing costs
Net financing costs decreased 2.3% to $21.0 million.
$ million
Gross term debt interest
Less capitalised interest
Net term funding interest
Working capital funding interest
Interest received
Loss on derecognition of financial assets
Net short-term funding interest
Interest on lease liabilities
Net finance costs
FY22
41.6
21.0
62.6
66.5
129.1
(11.9)
117.2
FY21
(16.2)
2.3
(13.9)
(6.0)
0.0
(1.0)
(7.0)
(0.6)
(21.5)
FY21
(39.2)
21.5
(17.7)
55.0
37.3
-
37.3
Change
(0.4)
3.3
2.9
(0.6)
0.1
(1.4)
(1.9)
(0.5)
0.5
FY22
(16.6)
5.6
(11.0)
(6.6)
0.1
(2.4)
(8.9)
(1.1)
(21.0)
The $0.5 million decrease in net financing costs is due to an increase in capitalised interest, partially offset by increased
interest costs on our debt facilities.
Gross interest on term debt increased by $0.4 million to $16.6 million with higher interest rates offset by lower average
debt balances. Capitalised interest increased by $3.3 million to $5.6 million.
Working capital funding interest rose $0.6 million due to rising interest rates during the FY22 fiscal year with some offset
from lower debt.
Loss on derecognition of financial assets is the financing cost associated with our receivables financing programme.
It increased $1.4 million to $2.4 million because of higher interest rates combined with higher utilisation including new
receivables purchase agreements.
Synlait incurred $1.1 million interest on lease liabilities, up $0.5 million.
Foreign exchange
Management of foreign exchange exposure is one of Synlait’s key risks with many product sales being to overseas
markets, creating a primarily 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 FY22 we achieved a net annual average NZD/USD export
exchange rate of 0.6732 (FY21: 0.6659).
Earnings per share and return on capital employed
Our reported basic and diluted earnings per share (EPS) was 17.62 cents and 17.58 cents respectively, against (13.77)
cents and (13.77) cents in FY21. The dilutive shares are basic EPS adjusted for contingently issuable shares in accordance
with our employee share scheme. Synlait also generated a pre-tax return on average capital employed of 5.4% in FY22
compared with (1.5%) in FY21.
ANNUAL REPORT 2022 PAGE 37 & 38
FINANCIAL POSITION
Overview
Synlait actively managed its working capital – with a focus on improving working capital management and reducing
capital expenditure which together delivered a $137.5 million reduction to net debt.
Finished goods inventory decreased to $80.4 million (FY21: $112.3 million) with tonnage decreasing to 11,666 MT
(FY21: 21,425 MT). As noted above, this relates to a significantly lower holding of ingredients products, and a slightly
lower volume of our nutritional products.
Our reported net profit after tax of $38.5 million has increased total retained earnings to $332.1 million from $293.6
million. Total shareholders’ equity decreased to $748.4 million because of the net adverse movement in hedging
reserves exceeding profit after tax by $18.9 million.
We also successfully extended our working capital facility in September with continued and appreciated support from the
banking syndicate.
Trade and other receivables
At $91.1 million, trade and other receivables decreased by $17.3 million. The decrease primarily relates to an increase
in the balance of receivables assigned at 31 July 2022 with more customers entering into receivables assignment
agreements during the year. The balance of receivables assigned as at 31 July 2022 was $175.6 million, an increase of
$63.2 million.
Inventories
Our inventory holdings reduced $38 million to $232.9 million. Base infant formula and consumer-packaged infant
formula holdings volumes reduced 24% representing our focus on working capital management. Holdings of ingredients
decreased significantly as the prior year closed with substantial excess volumes from difficulties faced shipping product
because of the COVID-19 pandemic. Reductions in holdings of work in progress and finished goods have been partially
offset by this year’s higher milk price. Conversely our raw materials volumes increased as we face difficulty with longer
lead times.
Synlait Milk Limited
Dairyworks Limited
Total
FY22
$ million
192.3
40.6
232.9
MT
32,762*
4,576*
37,338
FY21
$ million
216.7
54.2
270.9
MT
41,099*
6,955*
48,054
* Inventory not measured in metric tonnes is excluded as not material to our volumes.
Raw material inventories at $95.8 million (17,738 MT) increased on the prior year (FY21: $74.4 million, 13,733 MT) primarily
due to extended lead times following disruption to global supply chains.
Work in progress, reduced to $56.7 million (7,934 MT) from prior year (FY21: $84.2 million, 12,896 MT) due to lower
holdings of infant base powder and the idling of the Temuka cheese plant.
Inventories were reviewed for impairment, resulting in a stock impairment provision totalling $6.2 million (FY21: $8.3
million). $2.2 million is attributable to finished goods (FY21: $3.6 million), $0.7 million attributable to work in progress
(FY21: $4.0 million) and $3.3 million attributable to raw materials (FY21: $0.7 million). We have no onerous contracts
provision in FY22 (FY21: $2.1 million).
Property, plant and equipment
Property, plant, and equipment at $1,015.9 million, is down $11.3 million. The decrease is a consequence of total capital
expenditure of $61.5 million, less depreciation of $47.2 million, impairment of $12.2 million, and net disposals of
$13.4 million.
The capital expenditure of $61.5 million primarily relates to the Synlait Pokeno processing modifications project for our
new multinational customer with $43.0 million of total spend in FY22 for total project to date spend of $81.0 million.
Operational capital expenditure decreased to $18.3 million from $24.7 million.
The impairment charge of $12.2 million relates to the continued idling of our Temuka cheese plant. We continue to
evaluate plans for resumptions of operations, however the continued idling with consideration of relevant accounting
standards constituted an indicator of impairment and resulted in us taking an impairment charge in FY22. Net disposals
of $13.4 million relate primarily to our Auckland land and building which we sold and leased back in the year resulting in
total proceeds of $30.1 million.
Intangible assets also increased by $33.8 million. The increase was primarily the result of our SAP ERP implementation
project which went live in August, for which total project to date spend was $57.5 million.
We also recognised biological assets in the year with $3.3 million spent to acquire livestock (dairy cows) for our
Dunsandel farming operation.
Trade and other payables
Trade and other payables at $323.1 million are up $59.1 million. This is largely driven by an increase in raw materials
purchases arriving late in July due to supply chain delays and an increase in general trade payables and accruals.
Operating cash flows and total net debt
Operating cash flows came in at a record high of $232.9 million, up $214.5 million on FY21. The increase in cash flow
is attributed to the increase in profitability year-on-year, favourable working capital movements with decreases in
inventory and receivables, increased payables, and reduced capital spend. Total net debt (excluding lease liabilities) at
year end, including current and term debt facilities less cash on hand, was $341.9 million, a decrease of $137.5 million.
ANNUAL REPORT 2022 PAGE 39 & 40
FINANCIAL POSITION (CONTINUED)
$ million
Current debt
Term debt (carrying amount)
Transaction costs
Cash on hand
Total net debt (excluding lease liabilities)
FY22
58.9
295.6
1.9
(14.5)
341.9
FY21
33.3
459.6
2.5
(16.0)
479.4
Cash outflow from investing activities totalled $65.6 million, a decrease of $73.7 million. As noted, spend included
modifications at Synlait Pokeno to service our new multinational customer and further spend on our SAP project which
went live in August. Synlait also completed the sale and leaseback of its Auckland premises providing cash inflow of
$30.5 million. Interest paid and repayment of lease liabilities totalled $30.1 million, up $2.5 million on prior year.
With net debt of $341.9 million, our gearing (net debt/net debt + equity) is 30.0% (FY21: 38.7%) and our adjusted
leverage (net debt/EBITDA) is 2.9x (unadjusted: 2.6x) down from 12.9x in FY21.
Derivatives
At 31 July 2022 we held USD$800.7 million (net), AUD$9.7 million and EUR€1.1 million in foreign exchange contracts as
detailed in note 18 of the Financial Statements. These have been placed across a 24-month future period, in accordance
with our Treasury Policy.
Given the depreciation in the NZD/USD exchange rate across the last 24 months, we have mark to market unrealised
losses associated with these contracts at year-end of $49.5 million after tax, a movement of ($59.9) million after tax. As
our foreign exchange contracts 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 $40.0 million of interest rate swap agreements at year-end (FY21: $40.0
million) at various weighted average interest rates. The agreements have unrealised mark to market losses of $0.3 million
after tax, a positive movement of $2.2 million after tax on FY21. The movement is a result of the increase in the bank bill
rate over the second half of the financial year in line with Reserve Bank of New Zealand Official Cash Rate interest rate
increases.
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 NZD $12.9 million were in place at year end (FY21: NZD
$13.9 million). These derivatives have mark to market unrealised gains of $0.4 million after tax (FY21: $0.2 million).
Most unrealised gains and losses on derivatives detailed above are deferred to the cash flow hedge reserve. Year-on-
year there was a ($57.4) million movement in the reserve due to derivative movements from $8.1 million in FY21 to ($49.3)
million in FY22. The movement is explained by the decrease in foreign exchange derivatives partially offset by the
decrease in interest rate swap agreements loss and increase in value of the dairy derivatives held.
Funding facilities and covenants
Synlait has four syndicated bank facilities in place with ANZ and BNZ:
1. Working Capital Facility – reviewed annually with a year-end facility limit of $250 million.
2. Revolving Credit Facility A – maturing 1 October 2023 with a fixed facility limit of $66.7 million, amortising $33.3
million on 31 July 2023.
3. Revolving Credit Facility B (ESG loan) – maturing 1 October 2023 with a fixed facility limit of $50 million.
4. Revolving Credit Facility C (ESG loan) – maturing 1 October 2023 with a fixed facility limit of $50 million.
In addition to banking facilities, Synlait has an NZX-listed $180 million unsecured, subordinated, fixed rate bond maturing
17 December 2024.
At 31 July 2022, Synlait had five key bank covenants in place within our syndicated bank facility agreement. These were:
1.
Interest cover ratio – EBITDA to interest expense of no less than 3.0x.
2. Minimum shareholders’ funds – must exceed $600.0 million.
3. Working capital ratio – inventory and debtors to working capital facility outstanding of no less than 1.5x
4. Total debt/EBITDA – total debt to EBITDA is no greater than 4.5x.
5. Senior debt/EBITDA – total debt (excluding subordinated bonds) to EBITDA is no greater than 3.0x.
Synlait was compliant with its bank covenants at all times during the financial year.
Ngā mihi nui
Rob Stowell
CFO
ANNUAL REPORT 2022 PAGE 41 & 42
FINANCIAL AND PERFORMANCE METRICS
MILK PRICE
FY18
FY19
FY20
FY21
FY22
This table shows how Synlait takes the milk supplied by our contracted farmer suppliers, values milk components,
and makes a pay-out via the average base milk price.
Key financial metrics1
Currency as stated (in millions)
Income statement
Revenue
Gross profit
EBITDA2
EBIT2
NPAT
Revenue (USD per MT)
Gross profit per MT (NZD)
EBIT per MT sold (NZD)
Net cash from/(used in) operating activities
Balance sheet
Capital employed
Net operating assets3
Return on net operating assets
Net return on capital employed (pre-tax)
Debt/debt + equity (excl. derivatives)
Net debt/EBITDA5
Earnings per share
Average FX conversion rate (NZD:USD)
Base milk price
Total milk price (kgMs)4
Key operational metrics
Sales (MT)6
Ingredients
Nutritionals
Beverages and Cream
Consumer Foods
Total sales (MT)
Production (net production) (MT)6
Ingredients
Nutritionals
Beverages and Cream
Consumer Foods
Total production (MT)
Milk purchases ('000 kg MS)
Milk purchased from contracted supply
Milk purchased from other suppliers
Total milk purchases ('000 kg MS)
879.0
166.5
138.6
113.0
74.5
4,815
1,294
879
98.4
538.9
493.1
24.6%
22.6%
20.9%
0.8
41.55
0.7047
6.65
6.78
86,424
42,177
-
-
128,601
88,448
51,048
-
-
139,496
63,639
(2,854)
60,785
1,024.3
186.3
150.8
123.1
81.2
4,384
1,174
776
136.7
824.4
632.4
21.9%
18.0%
39.3%
2.2
45.33
0.6792
6.40
6.58
98,499
51,231
8,947
-
158,677
96,158
50,165
9,466
-
155,789
64,189
1,877
66,066
1,302.0
203.7
169.6
122.0
74.3
4,435
1,043
625
103.8
1,128.2
1,040.5
14.6%
12.5%
47.2%
3.1
41.45
0.6651
7.05
7.30
97,561
52,871
32,803
12,015
195,250
94,188
63,857
32,893
11,850
202,788
76,551
(6,079)
70,472
1,367.3
67.3
37.3
(17.7)
(28.5)
4,162
308
(81)
15.9
1,244.0
1,152.3
(1.6%)
(1.5%)
38.7%
12.9
(13.77)
0.6659
7.55
7.82
125,914
34,362
31,500
26,983
218,759
138,971
20,990
31,491
23,597
215,049
86,814
(4,077)
82,737
1660.6
146.8
129.1
62.6
38.5
4,952
650
277
232.9
1,090.3
995.2
5.8%
5.4%
30.0%
2.6
17.62
0.6732
9.30
9.59
132,481
33,506
31,972
27,814
225,773
122,330
31,016
31,620
21,274
206,240
82,978
(4,044)
78,934
The 2021/22 milk price has not fully been paid out at the time of annual report release, figures represent what
has been paid and is accrued to be paid.
It also highlights the incentive payments made to our farmer suppliers in addition to the average base milk price.
This information represents payments made in the milk season which runs 1 June to 31 May as opposed to
Synlait’s financial year.
For the recently completed 2021/2022 milk season we paid out an average base milk price of $9.30 with an
average additional incentive payment of $0.29 per kgMS.
kgMS collected
Average fat %
Average protein %
Average lactose %
Volume of components collected (kg)
Fat
Protein
Lactose
Component value1
Fat
Protein
Lactose
Component value ratio
Fat
Protein
Lactose
Total $ paid per component
Fat
Protein
Lactose
Volume charge
Average base milk price2
2017/18
2018/19
2019/20
2020/21
2021/22
63,616,077
4.86
3.89
4.99
63,438,694
4.91
3.92
4.99
76,550,913
4.90
3.98
4.99
86,812,624
4.90
3.97
4.98
82,865,662
4.93
3.98
4.97
35,289,377
28,327,076
36,221,310
35,270,506
28,168,188
35,894,766
42,252,084
34,298,829
42,977,611
47,954,515
38,858,109
48,760,985
45,849,217
37,016,444
46,179,993
$6.97
$4.63
$2.03
1
0.664
0.291
$7.36
$4.18
$1.53
1
0.567
0.208
$8.44
$4.20
$1.67
1
0.497
0.198
$8.73
$5.02
$1.68
1
0.575
0.193
$9.43
$7.31
$2.32
1
0.775
0.246
$245,903,402
$131,063,290
$73,377,129
-$27,289,173
$259,645,339
$117,657,713
$54,987,988
-$26,283,402
$356,688,641
$143,911,349
$71,818,527
-$32,746,784
$6.65
$6.40
$7.05
$418,541,147 $432,333,479
$194,874,913 $270,614,780
$82,136,925 $107,203,660
-$40,117,675
-$39,501,267
$9.30
$7.55
Total incentive payment
Average incentive payment per kgMS3
$8,127,045
$0.13
$11,530,895
$0.18
$19,249,791
$0.25
$23,518,487
$0.27
$23,801,594
$0.29
¹ The group uses several non-GAAP measures when discussing financial performance. Management believes these measures provide useful insight on the performance of the business, to
analyse trends and to assist stakeholders in making informed decisions.
² EBIT is calculated by excluding financing costs and income tax, with EBITDA also excluding depreciation, amortisation, and non-cash impairment accordingly. A reconciliation of EBIT and
EBITDA is provided in the CFO Review on page 35.
³ Net operating assets includes current assets, property, plant, and equipment, right-of-use assets, and intangible assets. It deducts trade payables and excludes capital work in progress,
Total average Synlait payment per kgMS4
$6.78
$6.58
$7.30
$7.82
$9.59
derivative balances, loans and borrowings, goodwill, and tax balances.
⁴ Total milk price for Synlait Milk suppliers on standard milk supply contract, includes value and seasonal premiums. This is a milk season reflective payment that runs 1 June to 31 May.
1 Rounded to two decimal places.
⁵ Net debt calculation excludes lease liabilities.
⁶ Prior period volumes have been restated to conform to current year presentation.
2 Amount paid for components + volume charge/kgMS collected = base milk price.
3 Includes incentives and winter milk premiums.
4 Base milk price + average incentive payment.
ANNUAL REPORT 2022 PAGE 43 & 44
FINANCIAL STATEMENTS
CONTENTS
45
Director’s Responsibility
Statement
46
Income Statement
47
Statement of
Comprehensive Income
48
Statement of
Changes In Equity
49
Statement of
Financial Position
50
Statement of
Cash Flows
51
Notes to the
Financial Statements
116
122
Auditor’s Report
Statutory Information
56
62
70
Performance
Working Capital
Long Term Assets
57
57
60
61
01 Revenue Recognition
02 Segment Reporting
03 Expenses
04 Reconciliation of Profit/
(Loss) After Income Tax
to Net Cash Inflow From
Operating Activities
63
67
69
05 Trade and Other
Receivables
Inventories
06
07 Trade and Other
Payables
71
08 Property, Plant and
Equipment
09 Biological Assets
10
Intangible Assets
11 Leases
73
74
78
81
91
105
Debt and Equity
Financial Risk Management
Other
82
12 Finance Income and
92
18 Financial Risk
Management
100 19 Financial Instruments
Expenses
83
85
86
88
90
13 Loans and Borrowings
14 Other Non-current
Liabilities
15 Share Capital
16 Share Based Payments
17 Reserves and Retained
Earnings
Income Tax
106 20
110 21 Other Investments
112 22 Related Party Transactions
114 23 Contingencies
114 24 Commitments
115 25 Events Occurring After the
Reporting Period
115 26 Other Accounting Policies
ANNUAL REPORT 2022
PAGE 45 & 46
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, Eighty Nine Richard Pearse Drive Limited, Synlait Business
Consulting (Shanghai) Limited, Dairyworks Limited, Dairyworks (Australia) Pty Limited, Synlait Milk (Holdings) No.1 Limited,
and Synlait Milk (Dunsandel Farms) Limited (together “the Group”) as set out on pages 46-115 for the year ended
31 July 2022.
The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group
as at 31 July 2022 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.
Dr. John Penno
Chair
27 September 2022
Simon Robertson
Independent Director
27 September 2022
INCOME STATEMENT
For the year ended 31 July 2022
Revenue
Cost of sales
Gross profit
Other income
Share of loss from associate
Sales and distribution expenses
Administrative and operating expenses
Impairment of Temuka cheese plant assets
Earnings before net finance costs and income tax
Finance expenses
Finance income
Loss on derecognition of financial assets
Net finance costs
Profit/(loss) before income tax
Income tax (expense)/benefit
Net profit/(loss) after tax for the year
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
Notes
1
3
1
21
3
3
8
12
12
12,5
20
15
15
2022
$’000
1,660,601
(1,513,827)
146,774
20,306
-
(39,423)
(52,829)
(12,231)
62,597
(18,730)
170
(2,427)
(20,987)
41,610
(3,087)
38,523
17.62
17.58
2021
$’000
1,367,349
(1,300,042)
67,307
3,870
(33)
(36,791)
(52,018)
-
(17,665)
(20,488)
44
(1,045)
(21,489)
(39,154)
10,703
(28,451)
(13.77)
(13.77)
ANNUAL REPORT 2022The accompanying notes form part of and are to be read in conjunction with these financial statements. PAGE 47 & 48
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 July 2022
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 July 2022
Profit/(loss) for the period
Items that may be reclassified subsequently to profit and loss
Effective portion of changes in fair value of cash flow hedges
Exchange differences on translation of foreign operations
Income tax benefit 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
18
20
2022
$’000
38,523
(79,701)
24
22,316
(57,361)
(57,361)
(18,838)
2021
$’000
(28,451)
(6,330)
10
1,772
(4,548)
(4,548)
(32,999)
Group
Equity as at 1 August 2020
Profit/(loss) for the year
Share
capital
Employee
benefits
reserve
Hedging
reserves
Notes
$’000
$’000
$’000
268,544
-
1,322
-
12,647
-
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges 18
Exchange differences on translation of foreign operations
Income tax on other comprehensive income
18,20
Total other comprehensive income
Issue of new shares
Employee benefits reserve
Total contributions by and distributions to owners
15
15,16
Equity as at 31 July 2021
Equity as at 1 August 2021
Profit/(loss) for the year
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges 18
Exchange differences on translation of foreign operations
Income tax on other comprehensive income
18,20
Total other comprehensive income
Employee benefits reserve
15,16
Total contributions by and distributions to owners
-
-
-
-
196,082
148
196,230
464,774
464,774
-
-
-
-
-
-
-
-
-
-
-
(6,330)
-
1,772
(4,558)
-
(624)
(624)
698
698
-
-
-
-
8,089
8,089
-
-
-
-
-
(79,701)
-
22,316
(57,385)
120
120
-
-
Foreign
currency
translation
reserve
$’000
Retained
earnings
Total
equity
$’000
$’000
(12) 322,006 604,507
(28,451)
(28,451)
-
-
10
-
10
-
-
-
-
-
-
-
(6,330)
10
1,772
(4,548)
- 196,082
-
(476)
- 195,606
(2) 293,555 767,114
(2) 293,555 767,114
38,523
38,523
-
-
24
-
24
-
-
-
-
-
-
-
-
(79,701)
24
22,316
(57,361)
120
120
Equity as at 31 July 2022
464,774
818 (49,296)
22 332,078 748,396
ANNUAL REPORT 2022The accompanying notes form part of and are to be read in conjunction with these financial statements.The accompanying notes form part of and are to be read in conjunction with these financial statements. PAGE 49 & 50
STATEMENT OF FINANCIAL POSITION
As at 31 July 2022
STATEMENT OF CASH FLOWS
For the year ended 31 July 2022
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Intangible assets
Goods and services tax refundable
Prepayments and income accruals
Inventories
Derivative financial instruments
Current tax asset
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Biological assets
Intangible assets
Goodwill
Other investments
Derivative financial instruments
Right-of-use assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Loans and borrowings
Derivative financial instruments
Lease liabilities
Total current liabilities
Non-current liabilities
Loans and borrowings
Deferred tax liabilities
Derivative financial instruments
Lease liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity
Share capital
Reserves
Retained earnings
Total equity attributable to equity holders of the Group
Total liabilities and equity
Notes
5
10
6
18,19
8
9
10
10
21
18,19
11
7
13
18,19
11
13
20
18,19
11
14
15
17
17
2022
$’000
14,493
91,096
2,692
5,649
16,638
232,941
6,530
554
-
370,593
1,015,860
3,892
94,467
64,189
110
1,661
25,205
1,205,384
1,575,977
323,123
58,885
55,941
4,301
442,250
295,592
41,866
20,573
24,750
2,550
385,331
827,581
464,774
(48,456)
332,078
748,396
1,575,977
2021
$’000
16,020
108,380
3,712
4,461
14,297
270,944
30,943
1,743
2,500
453,000
1,027,149
-
59,631
64,189
110
53
14,018
1,165,150
1,618,150
264,068
33,333
10,770
3,243
311,414
459,584
59,433
8,830
11,775
-
539,622
851,036
464,774
8,785
293,555
767,114
1,618,150
Cash flows from operating activities
Cash receipts from customers
Cash paid for milk purchased
Cash paid to other creditors and employees
Net movement in goods and services tax
Income tax refunds/(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
Proceeds from sale of intangible assets
Acquisition of biological assets
Net cash outflow from investing activities
Cash flows from financing activities
Repayment of borrowings
Net movement in working capital facility
Interest paid
Repayment of lease liabilities
Receipt of cash from issue of shares
Net cash inflow from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at end of year
Notes
4
15
2022
$’000
1,711,573
(804,665)
(675,834)
(1,188)
3,034
232,920
170
(53,855)
30,467
(39,053)
-
(3,350)
(65,621)
(82,500)
(56,537)
(26,051)
(4,079)
-
(169,167)
(1,868)
16,020
341
14,493
2021
$’000
1,327,444
(653,132)
(649,876)
1,937
(7,979)
18,394
44
(116,163)
1,102
(26,731)
2,450
-
(139,298)
(50,000)
12,586
(23,108)
(4,499)
196,082
131,061
10,157
5,887
(24)
16,020
ANNUAL REPORT 2022The accompanying notes form part of and are to be read in conjunction with these financial statements.The accompanying notes form part of and are to be read in conjunction with these financial statements. PAGE 51 & 52
NOTES TO THE FINANCIAL STATEMENTS
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, Eighty Nine Richard
Pearse Drive Limited, Synlait Business Consulting (Shanghai) Limited, Dairyworks Limited, Dairyworks (Australia) Pty
Limited, Synlait Milk (Holdings) No.1 Limited, and Synlait Milk (Dunsandel Farms) Limited.
Synlait Milk Limited and its subsidiaries are primarily involved in the manufacture and sale of dairy products.
The parent company, Synlait Milk Limited (“the Company”), 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 an 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’).
Certain comparative figures have been reclassified during the year for consistency with the current year presentation and
in account of trivial rounding differences. These classifications had no effect on the reported results of operations.
The financial statements were authorised for issue by the Directors on 27 September 2022.
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 Group operates (‘the functional currency’). The financial statements are presented in New
Zealand Dollars ($), which is the Company’s functional currency and the Group’s presentation 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 the Group 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 derecognition of financial assets, the assessment of
impairment of inventory and property plant and equipment, and the assessment of impairment for goodwill and any other
intangible assets. The individual notes in the financial statements provide additional information.
MATERIAL EVENTS AND OTHER SIGNIFICANT ITEMS
Impairment of Temuka cheese plant assets
The Group has recorded a $12.2m impairment charge against its Temuka cheese manufacturing plant assets in the
year ended 31 July 2022. The plant was idled in July 2021 with the intention of resuming operations by July 2023 upon
completion of plant modifications which would allow the Group to generate value from whey produced as part of the
cheese manufacturing process. However, further progress was delayed while the Group shifted focus to other strategic
projects.
The Group continues to plan for the resumption of operations at a slowed rate. It was determined on 27 September 2022
that impairment was required as a result of sufficiently high uncertainty around when operations will resume because
of future uncertainty in global cheese markets and a desire to ensure any capital or other resource required for the
resumption of operations is first allocated to potential higher returning projects. Refer to note 8 for further information.
Sale and leaseback of Auckland land and building
On 4 October 2021, the Group completed the sale and leaseback of its Auckland land and building located at 89 Richard
Pearse Drive which had a book value of $12.6m at the time of sale. Total proceeds were $30.1m resulting in a tax exempt
gain on sale of $17.1m (net of transaction costs of $0.4m) of which $11.9m was recognised in other income. Refer to note 11
for further information on this transaction.
ANNUAL REPORT 2022 PAGE 53 & 54
MATERIAL EVENTS AND OTHER SIGNIFICANT ITEMS (CONTINUED)
GOING CONCERN
COVID-19
Current global economic conditions continue to be volatile due to the COVID-19 pandemic, which was declared in
March 2020. During the period, the highly transmissible Omicron variant of COVID-19 emerged as the dominant strain
of COVID-19 globally and within New Zealand. The Group ensured contingency and risk mitigation plans were in place
to reduce the impact of COVID-19 on the Group’s operations which included but are not limited to: vaccine mandates,
mandatory rapid antigen testing at all sites, availability of non-operations staff and management to fill staff shortages,
safety stock of key raw materials and packaging inventories, establishment of continuity plans with key suppliers,
enhanced hygiene practices and use of personal protective equipment, and mandatory employee distancing.
Ongoing uncertainty around the risk of a resurgence and new variants of COVID-19 and related magnitude, duration and
severity could affect the significant estimates and judgements used in the preparation of these financial statements. The
Group continues to assess the impact of COVID-19 on all aspects of the Group’s operations, supply chain, foreign and
domestic regulatory requirements, and financial performance and position, in particular the carrying value of receivables
and inventory, the impact of key customer demand on revenue, the timing of receivables collection on cashflows,
impairment of assets such as goodwill and intangibles, and any impact from currency volatility on the Group portfolio of
derivatives.
China State Administration for Market Regulation (SAMR) licence
On 12 September 2022, the Group extended its current China State Administration for Market Regulation licence, which
allows it to produce China label infant formula for sale by The a2 Milk Company, until 21 February 2023.
The Group is currently working towards achieving re-registration of its SAMR licence under new China food safety
legislation and requirements. The new registration timeline and process has been impacted by China’s COVID-19
lockdowns. The re-registration remains a top priority for the Group and positive and constructive engagement with SAMR
officials is ongoing.
Extension of working capital facility
In September 2022 the Group extended its working capital facility which was due to mature on 1 October 2022. The
maturity date has been extended to 1 October 2023. Refer to note 13 for further information.
Climate risk
The Group’s operations may be impacted by future climate change. These impacts may be physical (e.g. severe or
unusual weather patterns and events) or transitional (e.g. changes to government regulations or customer and supplier
needs and demands).
The Group regularly assesses its operating environment with regard to the impact of climate change. Specific
consideration has been given in these financial statements to the impact of future climate change on the useful lives
of the Group’s property, plant, and equipment, impairment of intangible assets (NZUs), and carrying value of loans and
borrowings (ESG linked loans). No significant impacts have been noted.
In preparing these financial statements, the Directors have assessed the Group’s ability to continue as a going concern.
In making this assessment, the Directors have considered the level of debt and facilities the Group had available at 31
July 2022, and the Group’s forecast financial results for the 12 months subsequent to the date of issue of these financial
statements. While the future is always uncertain, the Directors consider that the Group remains a going concern.
The Group’s current liabilities exceed its current assets by $71.7m as a result of the working capital facility being classified
as a current liability at 31 July 2022. The facility was extended in September 2022.
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.
Standards, amendments and interpretations adopted during the period
NZ IFRS 9, IAS 39, IFRS 7, IFRS 4, Insurance contracts and IFRS 16 Leases – Interest Rate Benchmark Reform, Phase 2
In August 2020, the IASB issued amendments to NZ IFRS 9 Financial Instruments, IAS 39 Financial Instruments:
Recognition and Measurement , IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases
as a result of Phase 2 of the IASB’s Interest Rate Benchmark Reform project. The amendments address issues arising in
connection with reform of benchmark interest rates including the replacement of one benchmark rate with an alternative
one. The amendments were effective for the Group from 1 August 2021.
As at 31 July 2022, these amendments did not affect the Group’s financial statements as it has not yet transitioned
any agreements that are exposed to Inter-bank Offered Rates (IBOR) to an alternative benchmark interest rate. The
Group expects to transition its USD working capital facility from LIBOR to SOFR, a like for like rate, in the first quarter of
FY23. The replacement of the rate will not result in a significant change in the Group’s interest rate risk and related risk
management strategy.
ANNUAL REPORT 2022 PAGE 55 & 56
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PERFORMANCE
This section covers the Group’s financial performance and includes the
following notes:
01 Revenue Recognition
02 Segment Reporting
03 Expenses
04 Reconciliation of Profit/(Loss) After Income Tax to Net Cash Inflow
From Operating Activities
57
57
60
61
Standards, amendments and interpretations to existing standards that are not yet effective
IAS 37 – Cost of Fulfilling a Contract
On May 14, 2020, the IASB issued amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets. NZ
IAS 37 requires that a provision be taken for the costs of fulfilling a contract. The amendments clarify that the costs of
fulfilling a contract comprise both incremental costs (e.g. direct labour and materials) and an allocation of other direct
costs (e.g. an allocation of the depreciation charge for an item of property, plant, and equipment used in fulfilling the
contract). These amendments are effective for the Group from 1 August 2022 and the Group intends to adopt these
amendments prospectively in FY23.
The adoption of this amendment is not expected to have a significant impact on the Group’s financial statements
(onerous contracts provision) as the Group does not incur significant incremental or other directs cost to fulfil a contract
past the point of converting raw materials and work-in-process inventory into finished goods
NZ CS 1, CS 2, CRDC - Climate related disclosures
In December 2022, The External Reporting Board (‘XRB’) of New Zealand will issue Aotearoa New Zealand Climate
Standards, a new climate-related disclosure framework. Three new standards are expected to be issued: NZ CS 1
Climate-related Disclosures, NZ CS 2 Adoption of Climate-related Disclosures, and NZ CRDC Climate-related Disclosures
Concepts. It is expected the guidance will be aligned to the International Task Force on Climate-related Disclosures
(‘TCFD’) disclosure framework which focuses on governance, strategy, risk management, and metrics and targets.
The Group is currently undertaking a project to build on and leverage its existing sustainability reporting framework in
preparation for the release of its first climate statement under these new standards. This is expected to be issued by the
Group as at 31 July 2024, with mandatory assurance required on the greenhouse gas emissions amounts reported in the
climate statements in the Group’s 2025 annual report.
There are no other standards that are not yet effective and expected to have a material impact on the Group in the
current or future reporting periods and on foreseeable future transactions.
ANNUAL REPORT 2022
PAGE 57 & 58
01. REVENUE RECOGNITION
Sales of goods
The Group manufactures and sells a range of milk powder, milk powder related products, liquid milk, cheese, and
butter to customers. Revenue from contracts with customers is recognised when the control of the goods has been
transferred to customers, being at the point when the goods are delivered. Delivery of goods is completed (i.e.
the performance obligation is fulfilled) when the goods have been delivered pursuant to the terms of the specific
contract agreed with the customer and the risks associated with ownership have been transferred to the customer.
Revenue is measured according to the contracted price agreed with customers, which represents expected
consideration received or receivable, net of returns, discounts, and allowances. Revenue is only recognised to the
extent that it is highly probable that a significant reversal will not occur. The payment terms vary depending on the
individual contracts. No deemed financing components are present as there are no significant timing differences
between the payment terms and revenue recognition.
Dairy products
Other income
Total income
2022
$’000
1,660,601
20,306
1,680,907
2021
$’000
1,367,349
3,870
1,371,219
The increase in other income is primarily attributable to the one time $11.9m gain on sale and leaseback of the Group’s
Auckland land and building. Refer to note 11 for further information on the gain on sale and leaseback.
02. SEGMENT REPORTING
(a) Reportable segments
NZ IFRS 8 Operating Segments requires disclosure of information about operating segments, products and services,
geographical areas of operation, and major customers. Information is based on internal management reports, both
in the identification of operating segments and measurement of disclosed segment information.
The Group has identified the following segments:
• Manufacture and sale of fresh milk and milk powder related products (nutritionals, ingredients, fresh milk).
• Manufacture and sale of cheese and other products (cheese, butter, yoghurt).
The accounting policies of the Group have been consistently applied to the operating segments. Net Profit After
Tax (NPAT) is the measure reported to the chief operating decision-maker (“the Board”) for the purposes of resource
allocation and assessment of performance for the Group. A consistent measure has been used for the purpose of
reporting the performance of each operating segment. Inter-segment pricing is determined on an arm’s length basis.
(b) Segment revenues and results
The following is an analysis of the Group’s revenue and results by reportable segment:
External revenue
Inter-segment revenue from sale of goods
Revenue from sale of goods
Net profit/(loss) after tax for the period
Finance income
Finance expense
Depreciation and amortisation
Impairment of Temuka cheese plant
Income tax (expense)/benefit
Total assets
Total liabilities
Net assets
External revenue
Inter-segment revenue from sale of goods
Revenue from sale of goods
Net (loss)/profit after tax for the period
Finance income
Finance expenses
Depreciation and amortisation
Income tax benefit/(expense)
Total assets
Total liabilities
Net assets
(28,451)
31 July 2022
$000’s
Nutritionals,
ingredients,
fresh milk
1,397,012
1,310
1,398,322
40,373
159
(15,852)
(48,203)
-
(4,386)
1,401,915
(784,057)
617,858
31 July 2022
$000’s
Cheese,
butter,
yoghurt
263,589
-
263,589
(1,850)
11
(2,878)
(6,038)
(12,231)
1,299
174,062
(43,524)
130,538
31 July 2022
$000’s
Eliminations
31 July 2022
$000’s
Total
-
(1,310)
(1,310)
-
-
-
-
-
-
-
-
-
1,660,601
-
1,660,601
38,523
170
(18,730)
(54,241)
(12,231)
(3,087)
1,575,977
(827,581)
748,396
31 July 2021
$000’s
Nutritionals,
ingredients,
fresh milk
31 July 2021
$000’s
Cheese,
butter,
yoghurt
31 July 2021
$000’s
Eliminations
31 July 2021
$000’s
Total
1,138,302
12,785
1,151,087
(28,802)
14
(16,876)
(48,855)
10,985
1,405,478
(737,675)
667,803
229,047
-
229,047
351
30
(3,612)
(6,117)
(282)
212,672
(113,361)
99,311
-
(12,785)
(12,785)
-
-
-
-
-
-
-
-
1,367,349
-
1,367,349
(28,451)
44
(20,488)
(54,972)
10,703
1,618,150
(851,036)
767,114
ANNUAL REPORT 2022 PAGE 59 & 60
02. SEGMENT REPORTING (CONTINUED)
03. EXPENSES
(c) Sales by geographical area
The Group operates in one principal geographical area being New Zealand. Although the Group sells to many different
countries, it is understood that a significant portion of both infant nutritional and ingredients sales are ultimately
consumed in China.
The proportion of sales revenue by geographical area is summarised below:
China
Rest of Asia
Middle East and Africa
New Zealand
Australia
Rest of World
Total
Year ended
31 July 2022
$’000
Year ended
31 July 2021
$’000
12%
27%
3%
48%
7%
3%
100%
14%
24%
5%
47%
8%
2%
100%
All Group non-current assets are in New Zealand, other than $0.3m (2021: $0.5m) located in China.
(d) Major customers
Revenues of approximately 40% (2021: 42%) are derived from the top three external customers.
The following items of expenditure are included in cost of sales
Depreciation and amortisation
Employee benefit expense
Export freight
Rent and storage
(Decrease)/increase in inventory provision
(Decrease)/increase in onerous contract provision
The following items of expenditure are included in sales and distribution expense
Depreciation and amortisation
Employee benefit expense
Insurance
Distribution
Consultancy
Rent and storage
The following items of expenditure are included in administrative and operating expenses
Depreciation and amortisation
Employee benefit expense
Information services
Directors’ fees
Share based payments expense/(recovery)
Impairment of intangible assets
Consultancy
Strategic Initiatives
PwC and Deloitte services included in administrative and operating expenses*
Statutory audit fee
Half year accounts review
Other assurance services
Taxation compliance
Consultancy
Total fees paid to Group auditor
2022
$’000
46,962
76,841
14,642
3,787
(2,118)
(2,101)
3,852
16,934
1,492
5,238
1,682
934
3,427
29,388
9,575
829
115
-
4,256
56
299
68
-
-
31
398
2021
$’000
46,890
82,644
10,770
4,028
6,257
1,777
4,400
16,668
1,198
3,305
751
1,965
3,682
28,097
8,657
829
(610)
530
4,623
1,181
270
62
23
69
-
424
* PwC was appointed as the Group’s auditor effective 1 August 2022 replacing Deloitte, the Group’s previous auditor.
2022 and 2021 amounts reflect payments to PwC and Deloitte, respectively. 2022 payments to PwC reflect $12k for
finalisation of reports related to unusual transaction analysis and historic performance analysis performed prior to
appointment as statutory auditors. Training services were performed during the period amounting to $19k.
ANNUAL REPORT 2022 PAGE 61 & 62
04. RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX
TO NET CASH INFLOW FROM OPERATING ACTIVITIES
WORKING CAPITAL
The working capital section gives information about the short-term assets and
liabilities of the Group. This section includes the following notes:
05 Trade and Other Receivables
06
Inventories
07 Trade and Other Payables
63
67
69
Profit/(loss) for the year
Non-cash and non-operating items
Depreciation and amortisation of non-current assets
Depreciation of right-of-use assets
(Gain)/loss on sale of property, plant and equipment
Impairment of property, plant and equipment and intangible assets
New Zealand Units surrendered
Share of loss from associate
Non-cash share based payments expense/(recovery)
Interest costs classified as financing cash flow
Interest received classified as investing cash flow
Loss on derecognition of financial assets
Deferred tax
Loss/(gain) on derivative financial instruments
Unrealised foreign exchange (gain)/loss
Gain on revaluation of biological assets
Movements in working capital
Decrease/(increase) in trade and other receivables
Increase in prepayments
Decrease/(increase) in inventories
Decrease in goods and services tax refundable and other current assets
Increase in trade and other payables
Decrease/(increase) in current tax assets
Net cash inflow from operating activities
2022
$’000
38,523
50,030
4,211
(11,699)
12,231
2,407
-
120
18,730
(170)
2,427
4,749
18
(341)
(558)
17,284
(2,341)
38,003
1,312
56,795
1,189
232,920
2021
$’000
(28,451)
50,236
4,736
100
2,242
2,526
33
(476)
20,488
(44)
1,045
7,329
(64)
24
-
(45,323)
(1,893)
(1,561)
1,937
31,814
(26,304)
18,394
ANNUAL REPORT 2022 PAGE 63 & 64
05. TRADE AND OTHER RECEIVABLES
Trade receivables are amounts due from customers for goods 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.
Impairment
The Group recognises a loss allowance for expected credit losses (“ECL”) on trade and other receivables. The
Group measures the provision for ECL using the simplified approach to measuring ECL which uses a lifetime
expected loss allowance for all trade receivables. The Group’s credit loss model requires the Group to account for
expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in
credit risk since initial recognition of the financial assets. Therefore, it is no longer necessary for a credit event to
have occurred before credit losses are recognised.
The model is based on the Group’s historical credit loss experience, adjusted for factors that are specific to the
debtors, general economic conditions, and an assessment of both the current as well as the forecast direction of
conditions at the reporting date.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the
expected life of a financial instrument. The expected credit loss is estimated as the difference between all
contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the
Group expects to receive, discounted at the original effective interest rate.
The Group writes off a financial asset when there is information indicating that the debtor is in severe financial
difficulty and there is no reasonable and realistic prospect of recovery.
Furthermore, other 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.
Credit Risk Management
The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its contractual
obligations resulting in financial loss to the Group. Trade and other receivables are potentially subject to credit risk. The
Group performs credit evaluations on trade customers. The Group continuously monitors the credit quality of its major
receivables and does not anticipate non-performance of those customers, nor has there been historical non-performance
of these customers. The Group also maintains strict controls for any credit reviews such as credit increases.
The receivables assignment processes ensure that the Group’s trade receivables are materially managed in an efficient
and effective basis.
The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to
credit risk.
Included in trade receivables are debtors which are past due at balance date, as payment was not received within 30
days, and for which no provision has been made as there has not been a significant change in credit quality and the
amounts are still considered fully recoverable. No collateral is held over these balances and trade credit insurance cover
was not obtained in respect of these receivables. Interest is not charged on overdue debtors.
In the past seven financial years, the Group has not written off any bad debts, although it has recognised provisions for
debts when collection was considered doubtful. The historical analysis of bad debts on a customer basis assists in the
determination of any increases in credit risk since initial recognition. There are no significant credit risk concentrations
as at 31 July 2022. Three customers represent 59% of the overdue receivables. There were no other forward-looking
indicators to indicate increases in credit risk.
For cash and cash equivalents the Group has determined that all bank balances have low credit risk at each reporting
period as they are held by reputable international banking institutions.
The Group has not changed its overall strategy regarding the management of risk from 2021.
Trade receivables
Provision for doubtful and impaired receivables
Net trade receivables
Other receivables
Total receivables
2022
$’000
85,573
(3,658)
81,915
9,181
91,096
2021
$’000
101,243
(2,583)
98,660
9,720
108,380
ANNUAL REPORT 2022 PAGE 65 & 66
05. TRADE AND OTHER RECEIVABLES (CONTINUED)
(a) Impaired receivables
As at 31 July 2022, trade receivables of $12.1m were overdue (2021: $13.3m). These relate to several independent
customers for whom there is no recent history of default. The majority has since been collected except for $5.8m which
remains unpaid and is expected to be collected in the 2023 financial year.
The aging analysis of these overdue trade receivables is as follows:
Overdue by
0 to 30 days
30 to 60 days
Over 60 days
Total overdue trade receivables
2022
$’000
5,674
978
5,428
12,080
2021
$’000
8,306
673
4,330
13,309
(b) Allowance for bad and doubtful receivables
The Group has recognised a loss of $1.0m in relation to provisions raised for potentially unrecoverable trade receivables
during the year (2021: $1.5m). This relates to debtors that are overdue by more than 60 days. The Group has also
recognised a loss of $0.2m for estimated receivables impairment under NZ IFRS 9 Financial Instruments (2021: $0.1m).
(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$50.7m (2021: $59.4m) of USD
and AUD denominated trade receivables.
(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 January 2015, January 2016, and April 2022. 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 four agreements. An evaluation of external evidence of credit risk has also been
performed for each customer. The Group has $175.6m of receivables assigned as at 31 July 2022 (2021: $112.4m).
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. Two new customers were 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 $19,630 per day (2021: $4,550) 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 $2.4m (2021: $1.0m) arising from derecognition of assigned receivables is the discount
paid to the banks for acquiring these receivables.
ANNUAL REPORT 2022 PAGE 67 & 68
06. 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 based on 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.
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous
contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the
obligations under the contract exceed the economic benefits expected to be received under it.
Key judgement is applied in assessing inventory impairment, and therefore net realisable value of inventory.
Impairment is tested in three ways, being stock provision, onerous contracts provision, and inventory impairment.
The stock provision considers the condition of inventory and therefore requires a high level of judgement, whereas
the onerous contracts and impairment calculations are largely formulaic.
The stock provision tests for the physical impairment of raw materials, work in progress, and finished goods.
Physical impairment can be for a variety of reasons, including damage, expiry, or obsolescence. Judgement is
required as often indicators of impairment can be mitigated through further investigation or rework meaning that
no write down to net realisable value is required. The Group consider historical rework process results and future
rework plans in making that judgement.
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. Net realisable value is determined
by reference to historic achieved market prices, future contracted sales and global dairy trade auction results.
Reviewing the net realisable values is carried out by the Group on a monthly basis, using judgement in determining
expected future proceeds based on current indicators of the condition of inventory.
A key 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.
Raw materials
Raw materials at cost
Raw materials at net realisable value
Work in progress
Work in progress at cost
Work in progress at net realisable value
Finished goods
Finished goods at cost
Finished goods at net realisable value
Total inventories
2022
$’000
94,777
997
95,774
56,541
195
56,736
75,965
4,466
80,431
232,941
2021
$’000
74,390
-
74,390
82,647
1,593
84,240
82,496
29,818
112,314
270,944
Raw material inventories at $95.8m (17,738 MT) have significantly increased from the prior year (2021: $74.4m, 13,733 MT),
primarily due to extended lead times following global disruption to supply chains.
Work in progress inventories at $56.7m (7,934 MT) have decreased (2021: $84.2m, 12,896 MT) due to lower holding of
our core infant base powder and the idling of the Temuka cheese plant.
Finished goods have decreased to $80.4m (11,666 MT), (2021: $112.3m, 21,424 MT). The decrease is driven by
management focus on efficient working capital management and on time shipment of contracted sales in FY22. Higher
inventory on hand in FY21 was due in part to global shipping delays. Finished goods held at net realisable value have
decreased due to a lower stock condition provision and nil onerous contract commitments.
The cost of inventories recognised as an expense during the year was $1,446.6m (2021: $1,212.4m). The cost of
inventories recognised as an expense includes $7.0m (2021: $10.1m) in respect of write downs of inventory to net
realisable value.
The total inventory provision as at reporting date was $6.2m, of which $2.2m related to finished goods, $0.7m to work in
progress and $3.3m to raw materials (2021: $8.3m, $3.6m related to finished goods, $4.0m related to work in progress
and $0.7m related to raw materials).
Onerous contracts provision as at reporting date was $nil (2021: $2.1m).
Infant base powder inventories of $50.2m (7,161 MT) (2021: $67.7m, 10,720 MT) have been reclassified from finished goods
to work in progress to better reflect their state of completion.
ANNUAL REPORT 2022 PAGE 69 & 70
07. 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
2022
$’000
140,455
168,512
14,156
323,123
2021
$’000
101,121
150,378
12,569
264,068
Payables denominated in currencies other than the functional currency comprise NZ$38.5m (2021: $14.9m) of USD,
EUR, GBP, RMB, SGD, and AUD denominated trade payables and accruals.
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:
08 Property, Plant and Equipment
09 Biological Assets
10
Intangible Assets
11 Leases
71
73
74
78
ANNUAL REPORT 2022 PAGE 71 & 72
08. 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 where the Group has an obligation to remove and restore.
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. 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.
Estimation and judgement is also required in the selection and application of useful lives. It is the Group’s best
estimate that the useful lives adopted adequately reflect the flow of resources and the economic benefits required
and derived in the use and servicing of property, plant, and equipment.
The estimated useful lives for the current and comparative periods are as follows:
•
•
•
Buildings
10-60 years
Plant and equipment
3-35 years
Fixtures and fittings
2-25 years
Depreciation methods, useful lives and residual values are reassessed at each reporting date.
Impairment
Estimation and judgement is required in the impairment of property, plant, and equipment. The Group estimates or
exercises judgement in assessing indicators of impairment, forecasting future cash flows, and determining other
key assumptions used for assessing fair values (less costs of disposal) or value in use.
Cost
Balance as at 1 August 2020
Additions
Reclassification/transfer
Impairment
Disposals
Balance as at 31 July 2021
Balance as at 1 August 2021
Additions
Reclassification/transfer
Impairment
Disposals
Balance as at 31 July 2022
Accumulated depreciation
Balance as at 1 August 2020
Depreciation (note 3)
Impairment
Disposals
Balance as at 31 July 2021
Balance as at 1 August 2021
Depreciation (note 3)
Impairment
Disposals
Balance as at 31 July 2022
Carrying amounts
As at 31 July 2021
As at 31 July 2022
Land
Buildings
$’000
$’000
Plant
and
equipment
$’000
Fixtures
and
fittings
$’000
Capital work
in progress
Total
$’000
$’000
36,765
290,776
720,882
25,262
67,208
1,140,893
-
23,890
-
-
60,655
60,655
-
-
-
(3,890)
-
33,584
-
(185)
-
59,679
(969)
(3,471)
324,175
324,175
776,121
776,121
-
29
-
(8,688)
-
14,308
(11,865)
(1,763)
-
4,338
-
(982)
28,618
28,618
-
848
(16)
(510)
111,955
(121,491)
(1,244)
(11)
111,955
-
(2,213)
(4,649)
56,417
56,417
1,245,986
1,245,986
61,529
(15,185)
(350)
(119)
61,529
-
(12,231)
(14,970)
56,765
315,516
776,801
28,940
102,292
1,280,314
-
-
-
-
-
-
-
-
-
-
29,426
138,361
7,393
-
(158)
36,661
36,661
7,120
-
(331)
35,068
(500)
(2,188)
170,741
170,741
35,966
-
(1,019)
8,002
4,379
-
(946)
11,435
11,435
4,113
-
(232)
43,450
205,688
15,316
-
-
-
-
-
-
-
-
-
-
175,789
46,840
(500)
(3,292)
218,837
218,837
47,199
-
(1,582)
264,454
60,655
56,765
287,514
272,066
605,380
571,113
17,183
13,624
56,417
102,292
1,027,149
1,015,860
ANNUAL REPORT 2022 PAGE 73 & 74
08. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
10. INTANGIBLE ASSETS
(a) Impairment
During the period, property, plant, and equipment has been examined for impairment. A $12.2m (2021: $1.7m) impairment
charge has been recognised to reflect the write-down of select assets to the higher of their fair value less costs of
disposal (FVLCOD) and value-in-use. The current period charge is the result of the Group’s decision to continue idling its
Temuka cheese plant while it further evaluates plans for the resumption of operations. The charge is calculated as the
excess of the carrying value of plant and equipment assets over their estimated net realisable value after considering
selling and removal costs for individual assets based on their age and condition, as determined by an expert third party
valuer. Refer to the “Material events and other significant items” section of these notes for additional information.
(b) Capital work in progress
Assets under construction includes capital expenditure projects until they are commissioned and transferred to property,
plant and equipment. Capital work in progress of $102.3m is higher than 2021 ($56.4m) due primarily to $81.0m (2021:
$34.5m) of work in progress spend relating to the Group’s ongoing Pokeno processing upgrade project, with the balance
comprising of routine capital expenditure.
(c) Capitalised borrowing costs
During the year, the Group has capitalised borrowing costs amounting to $5.6m (2021: $2.3m) on qualifying assets.
Interest has been capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset. In
the year, borrowing costs were capitalised for the Pokeno processing upgrade and ERP implementation (refer to note 10)
projects.
09. BIOLOGICAL ASSETS
Biological assets comprise livestock (dairy cows) and are measured at fair value less costs to sell at both initial
recognition and at the end of each reporting period. Changes in the fair value of biological assets are recognised in
profit or loss. The fair value of biological assets is determined by an independent valuer with reference to local area
market prices at the end of each reporting period. The fair value measurement of livestock is facilitated by grouping
livestock by age and type. All of the Group’s biological livestock assets are classified as bearer biological assets.
Balance as at 1 August
Purchases
Gain/loss arising from changes in fair value less selling costs
Balance as at 31 July
2022
$’000
-
3,334
558
3,892
2021
$’000
-
-
-
-
As at 31 July 2022 there were 1,851 dairy cows on hand (2021: $nil). There were no sales of livestock during the period.
The dairy cows are used for the purposes of producing milk to be consumed in the Group’s milk processing operations.
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 (CGU) that are expected to
benefit from the business combination in which the goodwill arose. The recoverable amount of CGUs is the higher
of fair value less costs to sell and value in use. If this recoverable amount is less than the carrying amount of the
CGU an impairment loss is recognised immediately in the profit and loss, and it is not subsequently reversed.
Brands
Purchased brands have been assessed as indefinite life intangible assets, after considering factors such as the
expected use of the assets, the period of legal control, the typical product life cycle of these assets, the industry in
which the assets are operating, and the level of maintenance expenditure required. Purchased brands are initially
recognised at fair value if acquired as part of a business combination, and are tested for impairment annually, or
more frequently if there are any indicators of impairment, on the same basis as goodwill.
Patents, trademarks and other rights
Separately acquired patents, trademarks, and other rights are shown at historical cost. Patents, trademarks,
and other rights 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, trademarks, and other rights over their
estimated useful lives of 4 to 20 years.
Computer software
Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
Development costs that are directly attributable to the design, testing, and implementation of identifiable and
unique software products controlled by the Group are recognised as intangible assets. Amortisation is calculated
using the straight-line method to allocate the cost of computer software over an estimated useful life of 4 to
10 years.
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 and expensed on a first-in first-out basis. The units are surrendered in May of each
year to meet obligations for the previous calendar year.
ANNUAL REPORT 2022 PAGE 75 & 76
10. INTANGIBLE ASSETS (CONTINUED)
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 CGU exceeds its recoverable amount.
A CGU 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 CGUs 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 (or group of units) on a
pro rata basis.
The recoverable amount of an asset or CGU 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 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.
Year ended 31 July 2021
Opening net book amount
Additions
Impairment charge
Amortisation charge (note 3)
Asset disposals/surrendered
Closing net book value
Year ended 31 July 2021
Current
Non-current
Closing net book value
Year ended 31 July 2022
Opening net book value
Additions
Impairment
Amortisation charge (note 3)
Asset disposals/surrendered
Closing net book value
Year ended 31 July 2022
Current
Non-current
Closing net book value
Goodwill
Brands
$’000
$’000
Patents,
trademarks
and other
intangibles
$’000
Computer
software
Intangibles
in progress
New
Zealand
Units
Total
$’000
$’000
$’000
$’000
65,545
-
-
-
(1,356)
64,189
-
64,189
64,189
64,189
-
-
-
-
17,545
-
-
-
(976)
16,569
-
16,569
16,569
16,569
-
-
-
-
64,189
16,569
-
64,189
64,189
-
16,569
16,569
1,414
-
-
(414)
(52)
948
-
948
948
948
263
-
(371)
-
840
-
840
840
5,847
1,249
-
(2,982)
(4)
10,271
21,918
(530)
-
-
8,911
3,672
-
-
(2,526)
109,533
26,839
(530)
(3,396)
(4,914)
4,110
31,659
10,057
127,532
-
4,110
4,110
-
31,659
31,659
3,712
6,345
3,712
123,820
10,057 127,532
4,110
1,077
-
(2,460)
(78)
2,649
-
2,649
2,649
31,659
30,260
-
-
-
10,057
7,532
-
-
(2,407)
127,532
39,132
-
(2,831)
(2,485)
61,919
15,182
161,348
-
61,919
2,692
12,490
2,692
158,656
61,919
15,182
161,348
Intangibles in progress of $61.9m at balance date is comprised primarily of project to date spend on the Group’s
implementation of an on-premise, perpetually licensed ERP system (SAP) which was commissioned on 1 August 2022.
ANNUAL REPORT 2022 PAGE 77 & 78
10. INTANGIBLE ASSETS (CONTINUED)
11. LEASES
(a) Impairment tests for indefinite life intangibles
As at 31 July 2022 the Group has determined that there is no impairment of any CGU’s containing goodwill.
For the purposes of goodwill impairment testing, goodwill has been allocated to two CGU groups; the Synlait Milk CGU
(nutritionals, ingredients, fresh milk) and Dairyworks CGU (cheese, butter, yoghurt).
At 31 July 2022, $58.2m (2021: $58.2m) of goodwill and $16.6m (2021: $16.6m) of brand assets were allocated to the
Dairyworks CGU. $6.0m (2021: $6.0m) of goodwill and $nil (2021: $nil) of brand assets were allocated to the Synlait
Milk CGU.
The value-in-use calculation uses five-year future cash flows based on Board approved business plans. Based on
projected future cash flows, the Group has determined that the recoverable amount of each CGU exceeds its carrying
amount and therefore goodwill is not impaired. The business plans were modelled using the following key assumptions:
Annual revenue growth rates
Allowance for increase in expenses
Pre-tax discount rate
Terminal growth rate
2022
2021
1.3% - 21.1%
0.8% - 22.0%
9.5% - 10.4%
2.0%
(7.2%) - 15.3%
(9.7%) - 8.6%
9.5% - 11.7%
2.0%
The range of annual revenue growth rates and allowance for increase in expenses is primarily attributable to the impact
of higher commodity prices and resulting sales prices.
Indefinite life intangibles, which is comprised entirely of brands, have been tested using the relief from royalty method.
Brand royalty rates for the year ended 31 July 2022 are based on a percentage of revenue. The impairment testing was
modelled using the following key assumptions:
Annual revenue growth rates
Allowance for increase in expenses
Royalty rate
Pre-tax discount rate
Terminal growth rate
2022
2021
4.9% - 22.1%
2.0% - 4.0%
3.75% - 4.25%
11.5%
2.0%
1.5% - 6.4%
2.0% - 4.0%
3.75% - 4.25%
13.7%
2.0%
The Group has carried out a sensitivity analysis and believe that any reasonably possible change in the key assumptions
would not cause the book value of any of the CGU’s, or groups of CGU’s, to exceed their recoverable amount.
Measurement of right-of-use assets and lease obligations
Right-of-use (“ROU”) assets are initially measured equal to the corresponding present value of the remaining
lease liability. Subsequent additions are measured at the initial amount of the lease obligation adjusted for any
lease payments made at, or before, the commencement date, plus any initial direct costs incurred, less any lease
incentives received.
The ROU asset is subsequently depreciated on a straight-line basis over the shorter of the term of the lease, or
the useful life of the asset determined on the same basis as the Group’s property, plant and equipment. The ROU
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease
obligation.
Measurement of lease obligations
The lease obligation is initially measured at the present value of lease payments remaining at the lease
commencement date, discounted using the Group’s incremental borrowing rate. Lease payments included in the
measurement of the lease obligation, when applicable, may comprise fixed payments, variable payments that
depend on an index or rate, amounts expected to be payable under a residual value guarantee and the exercise
price under a purchase, extension or termination option that the Group is reasonably certain to exercise.
The lease obligation is subsequently measured at amortised cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index or rate, if there
is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or
if the Group exercises a purchase, extension or termination option. When the lease obligation is remeasured, a
corresponding adjustment is made to the carrying amount of the ROU asset.
The Group does not recognise ROU assets and lease obligations for short-term leases that have a lease term of
twelve months or less or for leases of low-value assets. Payments associated with these leases are recognised as
an operating expense on a straight-line basis over the lease term within costs and expenses on the consolidated
income statement. The Group has also elected to apply a single discount rate to portfolios of leases with
reasonably similar characteristics.
ANNUAL REPORT 2022 PAGE 79 & 80
11. LEASES (CONTINUED)
Cost
Balance as at 1 August 2020
Additions and acquisitions
Disposals
Foreign exchange differences
Balance as at 31 July 2021
Balance as at 1 August 2021
Additions and acquisitions
Additions through sale and leaseback
Sale and leaseback adjustment
Disposals
Foreign exchange differences
Balance as at 31 July 2022
Accumulated Depreciation
Balance as at 1 August 2020
Disposals
Depreciation
Foreign exchange differences
Balance as at 31 July 2021
Balance as at 1 August 2021
Sale and leaseback adjustment
Disposals
Depreciation
Foreign exchange differences
Balance as at 31 July 2022
Carrying amounts
Balance as at 31 July 2021
Balance as at 31 July 2022
Buildings
$’000
22,206
-
(3,939)
22
18,289
18,289
9,025
11,390
(5,186)
(1,065)
50
32,503
4,697
(3,939)
4,362
8
5,128
5,128
(432)
(1,065)
4,297
28
7,956
13,161
24,547
Plant and
equipment
$’000
1,234
243
(88)
-
1,389
1,389
185
-
-
(342)
-
1,232
246
(88)
374
-
532
532
-
(304)
346
-
574
857
658
Total
$’000
23,440
243
(4,027)
22
19,678
19,678
9,210
11,390
(5,186)
(1,407)
50
33,735
4,943
(4,027)
4,736
8
5,660
5,660
(432)
(1,369)
4,643
28
8,530
14,018
25,205
Sale and leaseback of Auckland land and building
On 4 October 2021, the Group completed the sale and leaseback of its Auckland land and building located at 89 Richard
Pearse Drive which had a book value of $12.6m at the time of sale. The transaction was entered into as a result of the
assets being identified as non-core, to take advantage of record property prices, and to reduce debt and related
interest costs.
Total proceeds were $30.1m resulting in a tax exempt gain on sale of $17.1m (net of transaction costs of $0.4m) of which
$11.9m was recognised in other income. The measurement requirements of NZ IFRS 16 require the unrecognised $5.2m
portion of the gain to be allocated to the right of use asset, reflecting the proportion of the previous carrying amount
of the land and building that relates to the right of use retained, and to be amortised over the life of the lease. The
leaseback gave rise to a right of use asset of $6.2m (including future site restoration costs of $2.5m), a lease liability of
$8.9m, and a deferred tax asset of $1.5m.
The lease term is 10 years with two rights of renewal of 6 years each and annual lease payments of $1.1m, increasing at
2% per annum.
Lease obligations
Contractual, undiscounted cash flows associated with the Group’s lease obligations are as follows:
Within one year
Between one and five years
Beyond five years
Total undiscounted lease obligations
Discounted lease obligations recognised on the Group’s consolidated balance sheet are as follows:
Current
Non-current
Total discounted lease obligations
2022
$’000
2021
$’000
5,718
20,668
9,301
35,687
4,301
24,750
29,051
3,760
11,325
1,455
16,540
3,243
11,775
15,018
Interest expense on lease obligations for the year ended 31 July 2022 was $1.2m (2021: $0.6m) and is included in finance
expense. Operating lease expense relating to short-term and low-value leases not included in the measurement of lease
obligations for the year ended 31 July 2022 is $1.4m (2021: $1.7m). The Group’s weighted average cost of borrowing at 31
July 2022 was 5.13% (2021: 3.53%)
ANNUAL REPORT 2022 PAGE 81 & 82
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:
12. FINANCE INCOME AND EXPENSES
12 Finance Income and Expenses
13 Loans and Borrowings
14 Other Non-current Liabilities
15 Share Capital
16 Share Based Payments
17 Reserves and Retained Earnings
82
83
85
86
88
90
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 expense on borrowings, bank and facility fees and transaction costs are recognised in the income
statement over the period of the borrowings, using the effective interest rate method, unless such costs relate
to funding capital work in progress. Interest expense on lease obligations are also recognised in the income
statement in accordance with NZ IFRS 16.
Interest income on loans and deposits
Total finance income
Interest and facility fees
Capitalised borrowing cost
Interest on leases
Total finance costs
Loss on derecognition of financial assets
Net finance costs
2022
$’000
170
170
(23,192)
5,592
(1,130)
(18,730)
(2,427)
(20,987)
2021
$’000
44
44
(22,223)
2,325
(590)
(20,488)
(1,045)
(21,489)
ANNUAL REPORT 2022 PAGE 83 & 84
13. LOANS AND BORROWINGS
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
Revolving credit facility
Current liabilities
Working capital facility NZD
Working capital facility USD
Retail bonds
Revolving credit facility
Non-current liabilities
Total loans and borrowings
Drawn facility
amount
$’000
Transaction
costs
$’000
58,885
-
58,885
-
-
180,000
117,500
297,500
356,385
-
-
-
-
-
(1,692)
(216)
(1,908)
(1,908)
2022
Carrying
amount
$’000
58,885
-
58,885
-
-
178,308
117,284
295,592
354,477
Drawn facility
amount
$’000
Transaction
costs
$’000
-
33,333
33,333
60,495
54,928
180,000
166,667
462,090
495,423
-
-
-
-
-
(2,353)
(153)
(2,506)
(2,506)
2021
Carrying
amount
$’000
-
33,333
33,333
60,495
54,928
177,647
166,514
459,584
492,917
(a) Terms of loans and borrowings
The revolving credit facility and working capital facility within the Group 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 NZD $66.7m maturing 1 October 2023, with NZD $33.3m amortising
31 July 2023 and the remainder maturing on 1 October 2023. The amount due to amortise on 31 July 2023 was not
drawn at 31 July 2022.
A secured revolving credit facility (Facility B) of NZD $50m maturing 1 October 2023.
A secured revolving credit facility (Facility C) of NZD $50m maturing 1 October 2023.
A secured working capital facility of NZD $250m maturing 1 October 2022.
Facilities B and C are Environmental, Social, and Governance (ESG) linked loans. These facilities are eligible for lower interest
rates if the Group achieves ESG targets and higher rates if it falls short of targets.
Subsequent to year end, the Group extended the secured working capital facility of NZD $250m for a period of twelve
months, with a temporary increase to NZD $300m from 20 October 2022, decreasing NZD $20m on 6 January 2023 and
decreasing NZD $30m on 28 February 2023 to NZD $250m.
The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility
arrangements. The Group met all externally imposed capital requirements for the twelve months ended 31 July 2022.
The following summarises key banking covenants:
1.
Total shareholder funds of no less than $600.0m at all times.
2. Working capital ratio of no less than 1.5x at all times.
3.
Interest cover ratio of no less than 3.0x on and from 31 July 2022.
4. Leverage ratio of no greater than 4.5x for the 31 July 2022 reporting date, increasing to no greater than 4.0x on
and from 31 July 2023.
5. Senior leverage ratio of no greater than 3.0x on and from 31 July 2022.
Retail Bonds
Borrowings under the retail bond programme are supported by a Master Trust Deed and supplemented by the Series
Supplement entered into between the Group and the New Zealand Guardian Trust Company Limited. The retail bonds
are unsecured and unsubordinated and mature on 17 December 2024. At 31 July 2022, the retail bond had a fair value of
$164.2m (2021: $175.0m), based on NZX Debt Market valuation.
Nominal interest
rate %
Financial year of
maturity
Carrying
amount 2022
Carrying amount
2021
Secured revolving credit facility (Facility A, B & C) - ANZ/BNZ
Secured working capital facility - ANZ/BNZ - USD
Secured working capital facility - ANZ/BNZ - NZD
Subordinated retail bonds
4.86%
4.22%
4.62%
3.83%
2024
2023
2023
2025
117,500
58,885
-
180,000
200,000
54,928
60,495
180,000
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. Nominal interest rate for the subordinated retail bonds
excludes transaction costs.
ANNUAL REPORT 2022 PAGE 85 & 86
14. OTHER NON-CURRENT LIABILITIES
15. SHARE CAPITAL
The Group records liabilities for make-good obligations, such as those which arise upon the end of a building
lease, in the period a reasonable estimate can be made. The liability is determined using estimated future costs
and discounted using an appropriate discount rate. On initial recognition, the carrying value of the liability is added
to the carrying amount of the associated asset and depreciated over its useful life or expensed when there is no
related asset. The liability is accreted over time through charges to finance expense and reduced by actual costs
of settlement. Make-good liabilities are reviewed annually and changes to estimates result in an adjustment of the
carrying amount of the associated asset or, where there is no asset, they are credited or charged to profit or loss
Make-good liabilities are discounted at the risk-free rate at the balance date and accreted over time through
periodic charges to profit or loss. The liabilities are reduced by actual costs of settlement.
Make-good liability
Balance as at 1 August
Liabilities recognised
Accretion
Balance as at 31 July
2022
$’000
-
2,473
77
2,550
2021
$’000
-
-
-
-
The make-good liability relates to future costs to be incurred with respect to the lease which arose in the sale and
leaseback transaction detailed in note 11 and is included in the carrying amount of the related right-of-use lease asset.
The total undiscounted amount of the estimated cash flows required to satisfy this obligation is $3.6m (31 July 2021: $nil).
The obligation has been discounted using an interest rate of 3.75% (31 July 2021: not applicable).
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 reporting period, no new ordinary shares were granted to participants of the Group’s Long Term Incentive
scheme as a result of share options that were granted under the scheme vesting and being converted to ordinary shares
(2021: 59,068). Shares issued in the prior year to participants were at no cost. Refer to note 16 for further information.
No other shares were issued in the period.
(a) Share capital
Ordinary shares
On issue at beginning of period
Issue of share capital under employee share plans
Issue of share capital under equity raise
Issue of share capital under underwritten placement
Transaction costs for issue of share capital
On issue at end of period
2022 Shares
2021 Shares
2022
$’000
2021
$’000
218,581,661
-
-
-
-
179,306,908
59,068
32,785,933
6,429,752
-
218,581,661
218,581,661
464,774
-
-
-
-
464,774
268,544
148
167,208
32,791
(3,917)
464,774
None of the above shares are held by the Group or its subsidiaries.
(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.
ANNUAL REPORT 2022 PAGE 87 & 88
15. SHARE CAPITAL (CONTINUED)
16. SHARE BASED PAYMENTS
(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.
(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.
Basic EPS for the 2022 financial period was 17.62 cents (2021: (13.77)). Diluted EPS for the 2022 financial period was
17.58 cents (2021: (13.77)).
Weighted average shares outstanding for the 2022 financial period was 218,581,661 (2021: 206,595,400). Weighted
average shares outstanding, adjusted for potentially dilutive shares for the 2022 financial period was 219,082,925
(2021: 206,966,113).
(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 TSR Rights and 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.
ANNUAL REPORT 2022 PAGE 89 & 90
16. SHARE BASED PAYMENTS (CONTINUED)
17. RESERVES AND RETAINED EARNINGS
The table below sets out the movement in LTI share scheme PSR’s during the year:
(a) Retained earnings
Movements in retained earnings were as follows:
Outstanding 1 August
Granted during the year
Forfeited during the year
Exercised during the year
Total
2022
380,102
371,889
(230,389)
-
521,602
2021
334,880
197,276
(92,986)
(59,068)
380,102
Balance 1 August
Net profit/(loss) for the year
Balance 31 July
2022
$’000
293,555
38,523
332,078
2021
$’000
322,006
(28,451)
293,555
During the period, no new ordinary shares were granted to participants of the LTI scheme. See note 15 for further detail.
The fair value of the PSRs awarded at grant date has been determined by an independent third party valuer, using a Monte
Carlo simulation to model the total share return for Synlait and the TSR peer group. The fair value of the PSRs awarded, along
with key assumptions, are listed below:
Risk free rate
Volatility
Share price at entitlement date ($)
Share price at grant date ($)
Total value of options granted at grant date ($000’s)
The estimated value of the PSRs is amortised over the vesting period from grant date.
2022 PSRs
2021 PSRs
2.34%
40.00%
3.70
3.40
712
0.21%
40.27%
6.97
5.52
468
(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/(recoveries) for equity settled share based payment transactions
2022
$’000
115
2021
$’000
(610)
(b) Nature and purpose of reserves
(i) Cash flow hedge reserve
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 current year movement in the employee benefits reserve of $0.1m (2021: ($0.6m)) is comprised of the cumulative
share based payment expense for share options not yet vested of $0.3m (2021: $0.2m) and vesting/lapsing of rights
during the period of ($0.2m) (2021: $0.8m).
(c) Dividends
No dividends were declared by the Group during the year.
ANNUAL REPORT 2022 PAGE 91 & 92
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:
18. FINANCIAL RISK MANAGEMENT
18 Financial Risk Management
19 Financial Instruments
92
100
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 NZ dollars.
In relation to foreign exchange contracts that 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 2022, the Group has hedged 53% of its exposure to forecast foreign exchange risk on USD sales and
66% of its exposure to forecast foreign exchange risk on AUD sales. As at 31 July 2022, the Group has hedged 23%
of its exposure to forecast foreign exchange risk on USD purchases and 100% of its exposure to forecast foreign
exchange risk on EUR. The Group hedges foreign exchange risk over the following 2 years from balance date.
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.
ANNUAL REPORT 2022 PAGE 93 & 94
18. FINANCIAL RISK MANAGEMENT (CONTINUED)
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 3 years,
20% to 60% of the risk that matures between 3 and 5 years, and 0% to 40% of the risk that matures between 5 and
10 years.
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. The
Group 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 institutions.
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 5.
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:
USD
AUD
EUR
RMB
2022
GBP
USD
AUD
EUR
RMB
2021
GBP
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Trade receivables
Trade payables
Working capital facility
Total
46,989
(554)
(37,036)
9,399
3,375
(880)
-
2,495
77
-
-
77
-
-
-
-
-
-
-
-
39,449
(2,618)
(38,260)
(1,429)
2,664
(179)
-
2,485
-
(227)
-
(227)
-
(95)
-
(95)
-
(87)
-
(87)
ANNUAL REPORT 2022 PAGE 95 & 96
18. FINANCIAL RISK MANAGEMENT (CONTINUED)
The Group’s exposure to foreign currency in the period ended 31 July 2022 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 foreign currency transactions:
USD
Exports
Less than 1 year
1 to 2 years
Imports
Less than 1 year
1 to 2 years
AUD
Exports
Less than 1 year
EUR
Imports
Less than 1 year
Weighted average
exchange rate
0.6755
0.6459
0.6540
0.6416
2022
Nominal
balance
$’000
468,165
364,500
(31,464)
(500)
Weighted average
exchange rate
0.6694
0.7084
0.7053
-
2021
Nominal
balance
$’000
362,390
174,200
(37,671)
-
0.9232
9,745
0.9252
7,467
0.6058
(1,088)
-
-
(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
Weighted average
interest rate
%
4.36%
4.20%
3.54%
3.56%
-
2022
Nominal
balance
$’000
40,000
30,000
15,000
10,000
-
Weighted average
interest rate
%
4.36%
4.36%
4.20%
3.54%
3.56%
2021
Nominal
balance
$’000
40,000
40,000
30,000
15,000
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.
(iii) Sensitivity analysis
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.
Interest rates
100 basis point increase in interest rate
100 basis point decrease in interest rate
Foreign exchange rates
5% increase in exchange rate
5% decrease in exchange rate
Post-tax impact on the
Income statement
Post-tax impact on cash
flow hedge reserve (equity)
2022
$’000
(3,079)
3,079
(611)
676
2021
$’000
(3,207)
3,207
(365)
342
2022
$’000
515
(528)
2021
$’000
838
(866)
41,772
(46,190)
24,502
(27,067)
(iv) Commodity derivatives
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.
ANNUAL REPORT 2022 PAGE 97 & 98
18. FINANCIAL RISK MANAGEMENT (CONTINUED)
Liquidity risk
The total repayments and associated maturity of financial liabilities as at balance date is reported below:
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.
At 31 July 2022
Working capital facility
Trade and other payables
Loans and borrowings
Derivative financial instruments
Lease liabilities
Total
At 31 July 2021
Working capital facility
Trade and other payables
Loans and borrowings
Derivative financial instruments
Lease liabilities
Total
Less than
12 months
$’000
Between
1 and 2 years
$’000
Between
2 and 5 years
$’000
Over
5 years
$’000
58,885
323,123
-
55,941
5,718
443,667
-
264,068
33,333
10,770
3,760
311,931
-
-
117,500
20,573
5,572
143,645
115,423
-
33,333
7,167
3,452
159,375
-
-
180,000
-
15,096
195,096
-
-
313,333
1,663
7,873
322,869
-
-
-
-
9,301
9,301
-
-
-
-
1,455
1,455
Total
$’000
58,885
323,123
297,500
76,514
35,687
791,709
115,423
264,068
379,999
19,600
16,540
795,630
Hedging instruments used
In cash flow hedges
Nominal
amount
Carrying amount
Assets
Liabilities
Hedge accounted
amounts in cash
flow reserve
Intrinsic value
Total cash flow
hedge reserve
$’000
NZD$’000
NZD$’000
NZD$’000
NZD$’000
31 July 2022
Foreign exchange risk
Foreign exchange contracts (USD)
Foreign exchange contracts (AUD)
Foreign exchange contracts (EUR)
Interest rate risk
Interest rate swaps
Commodity price risk
Dairy commodity futures (NZD)
Total
At 31 July 2021
Foreign exchange risk
Foreign exchange contracts (USD)
Interest rate risk
Interest rate swaps
Commodity price risk
Dairy commodity futures (NZD)
Total
800,701
9,745
1,088
7,331
70
-
(75,723)
(372)
(24)
(68,392)
(302)
(24)
(68,392)
(302)
(24)
40,000
36
(395)
(359)
(359)
12,866
754
8,191
-
(76,514)
610
(68,467)
610
(68,467)
499,955
30,559
(16,150)
14,409
14,409
40,000
13,866
-
(3,451)
(3,451)
(3,451)
198
30,757
-
(19,601)
276
11,234
276
11,234
During the year, Dairyworks elected to cash flow hedge. The above table includes USD $5.5m (2021: $nil), AUD $9.7m
(2021: $nil), EUR $1.1m (2021: $nil) in foreign exchange contracts held by Dairyworks.
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.
ANNUAL REPORT 2022 PAGE 99 & 100
18. FINANCIAL RISK MANAGEMENT (CONTINUED)
19. FINANCIAL INSTRUMENTS
Effects of cash flow hedges on
statement of comprehensive
income
Hedging gains/(losses)
recognised in other
comprehensive income
$’000
Hedge ineffectiveness
recognised in profit
or loss
$’000
Hedging gains/(losses)
recognised in other
comprehensive income
$’000
Hedge ineffectiveness
recognised in profit
or loss
$’000
2022
2021
Foreign exchange risk
Forward exchange contracts
Trade and other receivables
Interest rate risk
Interest rate swaps
Commodity price risk
Dairy commodity futures
Total
(83,127)
-
3,092
212
(79,823)
-
-
-
122
122
(9,932)
-
3,326
276
(6,330)
Hedge ineffectiveness is included within the finance expenses line of the income statement.
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:
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 credit
Total movement
Closing balance
2022
$’000
8,089
(77,916)
(1,785)
22,316
(57,385)
(49,296)
-
-
-
-
-
2021
$’000
12,647
25,944
(32,274)
1,772
(4,558)
8,089
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, except for receivables from customers
who participate in the Group’s receivables purchase agreements which are classified as financial assets
measured at fair value through profit and loss.
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.
ANNUAL REPORT 2022 PAGE 101 & 102
19. FINANCIAL INSTRUMENTS (CONTINUED)
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.
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 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, with the exception of retail bonds, 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,
with the exception of the retail bonds, which are included in level 1. The retail bonds are listed instruments on the
NZDX and the Group is satisfied there is sufficient trading in these instruments to qualify as an active market.
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 has adopted the expected credit loss (“ECL”) model. For further detail please refer to note 5. The Group
assesses whether there is 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 can be impaired
and the impairment losses are recognised in accordance with IFRS 9. The Group continues to assess if historical
and future objective evidence of impairment exists after the initial recognition of the asset.
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.
ANNUAL REPORT 2022 PAGE 103 & 104
19. FINANCIAL INSTRUMENTS (CONTINUED)
(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.
(a) Financial instruments by category
Financial assets
At 31 July 2022
Cash and cash equivalents
Derivative financial instruments
Trade and other receivables
Investment in equity
Total
At 31 July 2021
Cash and cash equivalents
Derivative financial instruments
Trade and other receivables
Investment in equity
Total
Financial liabilities
At 31 July 2022
Derivative financial instruments
Working capital facility
Lease liabilities
Trade and other payables
Loans and borrowings
Total
At 31 July 2021
Derivative financial instruments
Working capital facility
Lease liabilities
Trade and other payables
Loans and borrowings
Total
At amortised cost
$’000
14,493
-
86,061
-
100,554
16,020
-
108,380
-
124,400
At fair value through
other comprehensive
income
$’000
-
-
-
110
110
-
-
-
110
110
At amortised cost
$’000
-
58,885
29,051
323,123
295,592
706,651
-
115,423
15,018
264,068
377,494
772,003
At fair value through
profit or loss
$’000
-
8,191
5,035
-
13,226
-
30,996
-
-
30,996
At fair value through
profit or loss
$’000
76,514
-
-
-
-
76,514
19,600
-
-
-
-
19,600
Total
$’000
14,493
8,191
91,096
110
113,890
16,020
30,996
108,380
110
155,506
Total
$’000
76,514
58,885
29,051
323,123
295,592
783,165
19,600
115,423
15,018
264,068
377,494
791,603
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,
with exception to the Retail Bond (the fair value of the Retail Bond is shown at note 13).
ANNUAL REPORT 2022 PAGE 105 & 106
OTHER
This section contains additional information regarding the performance of the
group during the financial year. This section includes the following notes:
20. INCOME TAX
20
Income Tax
21 Other Investments`
22 Related Party Transactions
23 Contingencies
24 Commitments
25 Events Occurring After the Reporting Period
26 Other Accounting Policies
106
110
112
114
114
115
115
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, tax is also recognised in other comprehensive income or directly in equity,
respectively.
Current tax is the expected tax payable on 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.
New Zealand tax consolidated group
Synlait Milk Limited and its wholly-owned New Zealand controlled subsidiaries, Synlait Milk Finance Limited and
Synlait Milk (Dunsandel Farms) Limited, form a tax consolidated group. The New Zealand Dairy Company Limited,
Eighty Nine Richard Pearse Drive Limited, Dairyworks Limited and Synlait Milk (Holdings) No.1 Limited are not
members of the tax consolidated group.
ANNUAL REPORT 2022 PAGE 107 & 108
20. INCOME TAX (CONTINUED)
(a) Income tax (expense)/benefit
Current tax expense
Current tax on profit/(loss) for the year
Current tax on prior period adjustments
Total
Deferred tax expense
Temporary differences
Prior year adjustments
Change in estimate
Total deferred tax
Income tax (expense)/benefit
(b) Reconciliation of effective tax rate
Profit/(loss) before income tax
Income tax using the Group’s domestic tax rate - 28%
Tax exempt income
Non-deductible costs
Total
Prior year adjustments
Deferred tax credit relating to change in estimate
Research and development tax credit
Other tax effects for reconciliation between accounting profit and tax expense
Total
Income tax (expense)/benefit
2022
$’000
(985)
2,651
1,666
(4,191)
(1,100)
538
(4,753)
(3,087)
41,610
(11,651)
5,314
(393)
(6,730)
1,551
538
1,620
(66)
3,643
(3,087)
2022
$’000
2021
$’000
17,628
404
18,032
(7,204)
(356)
231
(7,329)
10,703
(39,154)
10,963
-
(1,245)
9,718
47
232
750
(44)
985
10,703
2021
$’000
(c) Imputation credits
Imputation credits available directly and indirectly to the shareholders of the Group
83,000
84,590
(d) Income tax recognised in other comprehensive income
The tax benefit relating to components of other comprehensive income is as follows:
31 July 2022
Cash flow hedges
Other comprehensive income
31 July 2021
Cash flow hedges
Other comprehensive income
(e) Deferred taxation
The balance comprises temporary differences attributable to:
Before tax
$’000
Tax benefit
$’000
(79,701)
(79,701)
(6,330)
(6,330)
22,316
22,316
1,772
1,772
Assets
Tax losses carried forward
Other items
Derivatives
Total deferred tax assets
Liabilities
Property, plant and equipment
Derivatives
Intangible assets
Total deferred tax liabilities
Total deferred tax
2022
$’000
-
5,717
19,171
24,888
(61,500)
-
(5,254)
(66,754)
(41,866)
After tax
$’000
(57,385)
(57,385)
(4,558)
(4,558)
2021
$’000
49
4,297
-
4,346
(55,995)
(3,146)
(4,638)
(63,779)
(59,433)
ANNUAL REPORT 2022 PAGE 109 & 110
20. INCOME TAX (CONTINUED)
21. OTHER INVESTMENTS
Balance
1 Aug 2020
Recognised
in profit or
loss
$’000
(46,863)
(4,918)
2,793
23
(4,913)
(53,878)
$’000
(8,823)
-
1,529
49
274
(6,971)
Recognised
in other
comprehensive
income
$’000
-
1,772
-
-
-
1,772
Recognised
directly in
equity
Prior year
adjustment
Balance 31
July 2021
$’000
$’000
$’000
-
-
-
-
-
-
(309)
-
(24)
(23)
-
(356)
(55,995)
(3,146)
4,298
49
(4,639)
(59,433)
Balance
1 Aug 2021
Recognised
in profit or
loss
$’000
(55,995)
(3,146)
4,298
49
(4,639)
(59,433)
$’000
(5,433)
-
1,440
-
340
(3,653)
Recognised
in other
comprehensive
income
$’000
-
22,316
-
-
-
22,316
Recognised
directly in
equity
Prior year
adjustment
Balance 31
July 2022
$’000
$’000
$’000
-
-
5
-
-
5
(73)
-
(24)
(49)
(955)
(61,501)
19,170
5,719
-
(5,254)
(1,101)
(41,866)
Property, plant and equipment
Derivatives
Other items
Tax losses carried forward
Intangible assets
Total
Property, plant and equipment
Derivatives
Other items
Tax losses carried forward
Intangible assets
Total
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
2022
$’000
110
-
110
2021
$’000
110
-
110
Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:
Name of entity
Synlait Milk Finance Limited (Subsidiary)
The New Zealand Dairy Company Limited (Subsidiary)
Eighty Nine Richard Pearse Drive Limited (Subsidiary)
Sichuan New Hope Nutritional Foods Co. Ltd (Associate)
Synlait Business Consulting (Shanghai) Limited (Subsidiary)
Synlait Milk (Holdings) No.1 Limited (Subsidiary)
Dairyworks Limited (Subsidiary)
Dairyworks (Australia) Pty Limited (Subsidiary)*
Synlait Milk (Dunsandel Farms) Limited (Subsidiary)
Primary Collaboration New Zealand Limited
Country of
incorporation
New Zealand
New Zealand
New Zealand
China
China
New Zealand
New Zealand
Australia
New Zealand
New Zealand
Class of
shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
* Dairyworks (Australia) Pty Limited was wound up in the year.
Equity holding
2022
%
2021
%
100
100
100
25
100
100
100
-
100
17
100
100
100
25
100
100
100
100
-
17
ANNUAL REPORT 2022
PAGE 111 & 112
21. OTHER INVESTMENTS (CONTINUED)
22. RELATED PARTY TRANSACTIONS
Associates
In January 2015, the Group acquired 25% of the shares of Sichuan 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.
Parent entity
Bright Dairy Holding Limited hold 39.01% of the shares issued by Synlait Milk Limited (2021: 39.01%). Bright Dairy
Holding Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the People’s
Republic of China.
The investment is not individually significant to the Group. The Group’s share of this equity accounted investment is
as follows:
Loss from continuing operations
Total
The carrying value of the investment in New Hope Nutritionals at balance date:
Opening balance
Share of losses
Total
2022
$’000
-
-
2022
$’000
-
-
-
2021
$’000
(33)
(33)
2021
$’000
33
(33)
-
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 Sichuan 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. New Hope Innovation (Hong Kong) Trading Company
Limited is a related entity of Sichuan New Hope Nutritionals and is engaged in the import and export of dairy foods. Main
products include whole milk powder, skim milk powder and whey powder. The company is the Hong Kong arm of the
Chinese New Hope Dairy group, New Hope Dairy.
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, which was subsequently sold to Synlait Milk Limited. The New Zealand Dairy Company
Limited is now a non-trading entity. Eighty Nine Richard Pearse Drive Limited owned the land and buildings at which the
Auckland blending and canning plant was constructed. In the year, the land and buildings were sold to an arms-length
party and leased back. Refer to note 11 for additional information.
In May 2019, Synlait Business Consulting (Shanghai) Limited was incorporated. The wholly owned foreign entity started
operations from 1 August 2019 and the principal activity of the entity is to provide services to assist Synlait to market
products in China.
On 1 August 2019, the Group acquired selected assets and liabilities of Talbot Forest Cheese Limited. The acquirer was
a newly incorporated company, Synlait Foods (Talbot Forest) Limited. The acquisition included a cheese manufacturing
plant located in Temuka, New Zealand, capable of manufacturing a variety of cheese products. On 31 December 2020,
Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited.
On 1 April 2020, the Group acquired 100% of the share capital in Dairyworks Limited. Dairyworks Limited specialises
in the processing, packaging, and marketing of dairy products, including cheese, butter, and milk powder. Dairyworks
Limited owns an Australian subsidiary, Dairyworks (Australia) Pty Limited.
On 3 August 2020 Synlait Milk (Holdings) No.1 Limited was incorporated for the purposes of holding newly acquired land
located adjacent to the Group’s Dunsandel Operations. Synlait Milk (Holdings) No.1 Limited was previously known as
Synlait Milk (Dunsandel Farms) Limited.
ANNUAL REPORT 2022 PAGE 113 & 114
22. RELATED PARTY TRANSACTIONS (CONTINUED)
On 25 May 2022 Synlait Milk (Dunsandel Farms) Limited was incorporated for the purposes of dairy farming operations
on land located adjacent to the Group’s Dunsandel Operations.
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 2022. The total short-term benefits paid to the key management and personnel is set out below.
(c) Outstanding balances
The following balances are outstanding at the reporting date in relation to transactions with related parties other than key
management personnel:
Short term benefits
Share based payments expenses (note 16)
2022
$’000
6,727
115
2021
$’000
7,121
(610)
Current receivables (payables) - sales of goods and services
Bright Dairy and Food Co Ltd - sale of milk powder products
Bright Dairy and Food Co Ltd - reimbursement of costs
Sichuan New Hope Nutritionals Ltd - sale of milk powder products
Sichuan New Hope Nutritionals Ltd - other costs
New Hope Innovation (Hong Kong) - sale of milk powder products
2022
$’000
(27)
(1,072)
(65)
740
-
2021
$’000
3,040
(583)
-
559
272
(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.
23. CONTINGENCIES
(i) Loans to directors
There were no loans to directors issued during the period ended 31 July 2022 (2021: $nil).
No significant contingent liabilities are outstanding at balance date (2021: $nil).
(ii) Other transactions and balances
Directors of Synlait Milk Limited own and control 2.4% of the voting shares of the company at balance date (2021: 2.4%)
24. COMMITMENTS
(b) Transactions with other related parties
(a) Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
Purchase of goods and services
Bright Dairy and Food Co Ltd - Directors fees
New Hope Innovation (Hong Kong) Trading Company Limited - reimbursement of costs
Sale of goods and services
Bright Dairy and Food Co Ltd - sale of milk powder products
Sichuan New Hope Nutritional Food Co. Ltd - sale of milk powder products
New Hope Innovation (Hong Kong) Trading Company Limited - sale of milk powder products
2022
$’000
311
582
32,671
408
163
2021
$’000
267
-
10,175
-
1,268
Pokeno modifications
Pokeno processing plant
Dunsandel reverse osmosis capacity expansion
Biomass upgrade
ERP Implementation
Dry Store 4
Coolstore racking
Critical gasses project
Total
2022
$’000
5,304
-
2,712
1,404
-
-
1,750
504
11,674
2021
$’000
16,094
2,450
-
-
6,657
758
-
-
25,959
The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent
have been included as work in progress.
ANNUAL REPORT 2022 PAGE 115 & 116
25. EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 27 September 2022, the Group made the decision to impair its Temuka cheese plant manufacturing assets. Refer to
note 8 and the “Material events and other significant items” section of these notes for additional information.
On 12 September 2022, the Group extended its working capital facility. Refer to note 13 and the “Material events and
other significant items” section of these notes for additional information.
On 12 September 2022, the Group extended its current China State Administration for Market Regulation licence, which
allows it to produce China label infant formula for sale by The a2 Milk Company, until 21 February 2023. Refer to the
“Material events and other significant items” section of these notes for additional information.
There were no other events occurring subsequent to balance date which require adjustment to or disclosure in the
financial statements.
26. 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 Ltd.
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.
INDEPENDENT AUDITOR’S REPORT TO THE
Independent auditor’s report
SHAREHOLDERS OF SYNLAIT MILK LIMITED
To the shareholders of Synlait Milk Limited
Our opinion
In our opinion, the accompanying financial statements of Synlait Milk Limited (the Company), including its subsidiaries (the Group), present fairly,
in all material respects, the financial position of the Group as at 31 July 2022, its financial performance and its cash flows for the year then ended
in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
Our opinion
In our opinion, the accompanying financial statements of Synlait Milk Limited (the Company), including its
subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at
31 July 2022, its financial performance and its cash flows for the year then ended in accordance with
New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International
Financial Reporting Standards (IFRS).
What we have audited
The Group’s financial statements comprise:
•
•
•
•
•
the income statement for the year then ended;
the statement of cash flows for the year then ended; and
the statement of changes in equity for the year then ended;
the statement of comprehensive income for the year then ended;
the income statement for the year then ended;
the statement of financial position as at 31 July 2022;
the statement of financial position as at 31 July 2022;
What we have audited
The Group's financial statements comprise:
●
●
●
●
●
Basis for opinion
●
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on Auditing
(ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements
section of our report.
the notes to the financial statements, which include significant accounting policies and other explanatory
information.
the notes to the financial statements, which include significant accounting policies and other explanatory information.
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
•
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ))
and International Standards on Auditing (ISAs). Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners
(including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board
and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International
Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Our firm carried out other services for the Group in the areas of unusual transaction analysis, historic performance analysis and training services.
The provision of these other services has not impaired our independence as auditor of the Group.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code
of Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) (PES
1) issued by the New Zealand Auditing and Assurance Standards Board and the International Code of Ethics
for Professional Accountants (including International Independence Standards) issued by the International
Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the
current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Our firm carried out other services for the Group in the areas of unusual transaction analysis, historic
performance analysis and training services. The provision of these other services has not impaired our
independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current year. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
PricewaterhouseCoopers, PwC Centre, 60 Cashel Street, PO Box 13244, Christchurch 8141, New Zealand
T: +64 3 374 3000, pwc.co.nz
ANNUAL REPORT 2022
PAGE 117 & 118
DESCRIPTION OF THE
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSED
THE KEY AUDIT MATTER
DESCRIPTION OF THE
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSED
THE KEY AUDIT MATTER
Temuka cheese manufacturing plant asset impairment
As disclosed within the Material events and other significant items
section (page 52) and note 8 to the financial statements (page 73) the
Group has recognised an impairment charge of $12.2 million against
its Temuka cheese manufacturing plant assets (“Temuka assets”)
which had a carrying value of $14.7 million as at 31 July 2022.
The Temuka plant was initially idled in July 2021 with the intention
of modifying the plant to allow for whey optimisation, in line with the
then Board approved business plan. In July 2022 the Board decided
to continue idling the Temuka assets while it further evaluates various
options for resuming operations.
Resumption of the operation of the plant is dependent on various
factors which remain uncertain including the future global cheese
market and further exploration of alternative operating models and
capital investments. The idling of the plant and significant uncertainty
over its future is an impairment indicator requiring an impairment test
in accordance with NZ IAS 36, at an individual asset level.
Accordingly, the Group has performed an impairment test by
assessing the plant’s recoverable amount being the higher of value in
use and fair value less cost of disposal.
At the date the financial statements were approved there is insufficient
evidence to suggest that the plant asset’s value in use, in its current
state, will materially exceed its fair value less cost of disposal. The
Group has therefore obtained an independent valuation of the plant
on the basis of dismantling the plant and selling individual assets less
cost of removal and disposal and identified an impairment charge of
$12.2 million.
Due to the judgement required and significance of the impairment we
have considered this a key audit matter.
We obtained an understanding of the Group’s relevant processes and
controls over the impairment assessment.
We evaluated the appropriateness of the recognition of the impairment
of the Temuka assets by:
•
Obtaining an understanding of the decisions made associated
with the Temuka plant operations and associated accounting
implications, by reviewing;
•
•
•
Copies of board minutes and papers presented in relation
to the future operation of the Temuka assets;
Management’s accounting expert’s advice in relation to
the accounting considerations associated with the Temuka
plant idling; and
The Group’s impairment assessment and analysis in relation
to the Temuka assets.
•
•
Considering management’s assessment on whether an
impairment test is required at an individual asset or cash-
generating unit level in accordance with NZ IAS 36 requirements;
Challenging management’s assumptions around the Temuka
asset’s value in use being materially in line with its fair value less
cost of disposal by:
•
•
Assessing the level of uncertainty associated with the
resumption of future operations of the plant;
Assessing whether the evidence to support the viability
of future resumption of operations is reasonable and
supportable as required by NZ IAS 36;
•
Assessing the reasonableness of the valuation and resulting
impairment charge, by:
•
•
•
Obtaining management’s expert valuation report in relation
to the fair value less cost of disposal;
Assessing the expertise of management’s expert, the data
used, and the assumptions applied in determining the fair
value less cost of disposal, including the valuation method,
age & condition of the plant, and cost of disposal;
Considering the completeness of carrying value of the
Temuka assets included within the impairment assessment
by analysing and agreeing to the fixed asset register;
•
Recalculating the impairment charge;
•
Reviewing the disclosure included for compliance with NZ IAS 36
requirements.
Sale and leaseback transaction
On 4 October 2021, the Group completed the sale and leaseback of
its Auckland land and building located at 89 Richard Pearse Drive. The
total consideration received amounted to $30.1 million and a gain on
sale of $11.9 million has been recognised in other income. The Group
has applied the sale and leaseback requirements under IFRS 16, as
detailed in notes 1 and 11.
Due to the complexity in applying IFRS 15 and 16 to the sale and
leaseback transaction and the financial significance of the one-off gain
on sale we considered the transaction to be a key audit matter.
Key considerations in accounting for the transaction included:
a) Whether the transfer of the asset qualified as a sale in
accordance with IFRS 15;
b) Whether any off-market terms of the sales price or lease
payments existed which require an adjustment to the valuation of
the right of use asset; and
c)
The appropriate measurement of the right of use asset and gain/
(loss) on sale.
In accordance with IFRS 16, the Group measured the right of use
asset arising from the leaseback transaction as the proportion of the
previous carrying amount of the asset that relates to the right of use
retained. Therefore, the gain recognised is limited to the proportion of
the total gain that relates to the rights transferred to the buyer-lessor.
Accordingly, after considering the proportion of the previous carrying
amount of the land and building that relates to the right of use retained
of $6.2 million, a gain on sale of $11.9 million was recognised by the
Group within other income.
We obtained an understanding of the Group’s relevant processes and
controls over the recognition of the sale and leaseback transaction.
With the assistance of our technical accounting team, we evaluated the
appropriateness of the recognition of the sale and accuracy of the gain
on sale and leaseback by:
•
•
•
•
•
•
•
Obtaining and reviewing the sale and leaseback agreement;
Considering whether the transaction met the definition of a “sale”
in accordance with IFRS 15 including whether control transferred
to the buyer-lessor;
Assessing whether the sale proceeds and lease payments
were at fair market value through the examination of supporting
documentation including the marketing materials and the
quantum, price and terms of offers received;
Assessing and challenging management on key assumptions
used in calculating the right-of-use asset and lease liability
including the lease term, incremental borrowing rate and make-
good provision.
Recalculating the lease liability and right-of-use asset in
accordance with IFRS 16 requirements;
Considering the recognition of the gain resulting from the
sale and leaseback transaction against IFRS 16 requirements.
Specifically, ensuring that the gain recognised was limited to the
proportion of the total gain relating to rights transferred to the
buyer-lessor;
Reviewing the disclosures included for compliance with the IFRS
16 disclosure requirements.
ANNUAL REPORT 2022 PAGE 119 & 120
Our audit approach
Our audit approach
Overview
Overview
Overall group materiality: $8,000,000, which represents
approximately 0.5% of total revenues.
Overall group materiality: $8,000,000, which represents approximately 0.5% of total revenues.
We chose total revenues as the benchmark because, in our view, it is the benchmark against which
the performance of the Group is most commonly measured by users, and is a generally accepted
benchmark.
We chose total revenues as the benchmark because, in our view, it
is the benchmark against which the performance of the Group is
most commonly measured by users, and is a generally accepted
benchmark.
Following our assessment of the risk of material misstatement, we selected Synlait Milk Limited and
Dairyworks Limited entities for full scope audits, comprising the principal business units. Specified
procedures over certain material balances and transactions and analytical review procedures were
performed over the remaining entities.
Following our assessment of the risk of material misstatement, we
selected Synlait Milk Limited and Dairyworks Limited entities for full
scope audits, comprising the principal business units. Specified
procedures over certain material balances and transactions and
analytical review procedures were performed over the remaining
entities.
As reported above, we have two key audit matters, being:
As reported above, we have two key audit matters, being:
Temuka cheese manufacturing plant asset impairment; and
•
● Temuka cheese manufacturing plant asset impairment; and
•
● Sale and leaseback transaction
Sale and leaseback transaction
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular,
the financial statements. In particular, we considered where management made subjective judgements; for
we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making
example, in respect of significant accounting estimates that involved making assumptions and considering
assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management
future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management
override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of
override of internal controls, including among other matters, consideration of whether there was evidence of
material misstatement due to fraud.
bias that represented a risk of material misstatement due to fraud.
Materiality
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about whether
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if,
reasonable assurance about whether the financial statements are free from material misstatement.
individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial
Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate,
statements.
they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for
the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope of our
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including
audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the
the overall Group materiality for the financial statements as a whole as set out above. These, together with
financial statements as a whole.
qualitative considerations, helped us to determine the scope of our audit, the nature, timing and extent of our
audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the
financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole,
taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
How we tailored our group audit scope
Full scope audits were performed for two entities in the Group based on their financial significance being Synlait Milk Limited and Dairyworks
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
Limited.
financial statements as a whole, taking into account the structure of the Group, the accounting processes and
controls, and the industry in which the Group operates.
Specified audit procedures and analytical review procedures were performed on the remaining entities.
Full scope audits were performed for two entities in the Group based on their financial significance being
Synlait Milk Limited and Dairyworks Limited.
All audit procedures were performed by PricewaterhouseCoopers New Zealand.
Specified audit procedures and analytical review procedures were performed on the remaining entities.
All audit procedures were performed by PricewaterhouseCoopers New Zealand.
PwC
Other information
The Directors are responsible for the other information. The other information comprises the information
included in the Annual report, but does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form
of audit opinion or assurance conclusion thereon.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual report, but does
not include the financial statements and our auditor’s report thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work
we have performed on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Our opinion on the financial statements does not cover the other information and we do not express any form of audit opinion or assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
Responsibilities of the Directors for the financial statements
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report,
financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors
we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in
determine is necessary to enable the preparation of financial statements that are free from material
this regard.
misstatement, whether due to fraud or error.
Responsibilities of the Directors for the financial statements
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance with
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are
concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations,
free from material misstatement, whether due to fraud or error.
or have no realistic alternative but to do so.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the 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
Auditor’s responsibilities for the audit of the financial statements
conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists.
Our objectives are to obtain reasonable assurance about whether the 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,
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists.
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
financial statements.
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so
Who we report to
that we might state those matters which we are required to state to them in an auditor’s report and for no
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those matters
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for
assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the
the opinions we have formed.
opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Elizabeth Adriana (Adri) Smit.
The engagement partner on the audit resulting in this independent auditor’s report is Elizabeth Adriana (Adri)
Smit.
For and on behalf of:
For and on behalf of:
Chartered Accountants
27 September 2022
Chartered Accountants
27 September 2022
PwC
Christchurch
ANNUAL REPORT 2022
PAGE 121 & 122
The entrance to Synlait Pokeno where 86 members of our
team work.
STATUTORY
INFORMATION
01. BUSINESS OPERATIONS
Synlait is a milk nutrition company. We combine expert farming with state-of-the-art processing to produce a range of
nutritional milk products. In the year to 31 July 2022, we made the following changes to our company structures.
On 25 May 2022, Synlait Milk (Dunsandel Farms) Limited was incorporated to hold the farmland adjacent to our
Dunsandel facility known as the Dunsandel One and Dunsandel Two dairy farms. Since acquiring the properties in 2020,
Synlait has spent time preparing these farms for re-commencing a dairy operation and has acquired the people, plant
and cows required to effectively operate these farming units. On 1 June 2022 these farms successfully started their
dairy milking operating under the control of Synlait. The long-term intention is to use the land to operate a profitable
best practice dairy farm focusing on sustainability improvements. This supports Synlait’s 10-year sustainability targets,
which include a commitment to evolve best practice farming in New Zealand through the company’s Lead With Pride™
programme. The land also provides Synlait with greater control over its water supply and processing water management.
As part of that transaction, the prior company incorporated for this purpose was renamed to Synlait Milk (Holdings) No.1
Limited.
During 2022 Dairyworks (Australia) Pty Limited was deregistered, all functions are performed under the New Zealand
entity Dairyworks Limited.
There were no other changes to the Company or its subsidiaries during the year.
ANNUAL REPORT 2022 PAGE 123 & 124
02. DIRECTORS
Synlait’s Directors are profiled on our website synlait.com/people/. This table sets out the people that held office
(or ceased to hold office) as a Director of Synlait and its subsidiaries during the year ending 31 July 2022:
Company
Directors
Synlait Milk Limited
Synlait Milk Finance Limited
Company
The New Zealand Dairy
Company Limited
Eighty Nine Richard Pearse
Drive Limited
Synlait Business Consulting
(Shanghai) Co., Limited
Dairyworks Limited
Dairyworks (Australia) Pty Limited6
Dr. John Penno (Chair)
Graeme Milne ONZM
Dr. Gui Min
Min Ben
Min Chen
Paul McGilvary
Hon. Ruth Richardson
Sam Knowles
Sihang Yang
Simon Robertson
Qikai Lu
Directors
Graeme Milne ONZM
Deborah Marris
Grant Watson
Robert Stowell
Graeme Milne ONZM
Deborah Marris
Grant Watson
Robert Stowell
Martijn Jager
Deborah Marris
Boyd Williams
Dr. John Penno
Timothy Carter
Grant Watson
Deborah Marris
Craig Stevens
Synlait Milk (Dunsandel Farms) Limited Grant Watson
Robert Stowell
Synlait Milk (Holdings) No.1 Limited
Deborah Marris
Grant Watson
Robert Stowell
Board appointed
Independent
Bright Dairy Appointed
Bright Dairy Appointed
Bright Dairy Appointed
Independent
Bright Dairy Appointed
Independent
Bright Dairy Appointed
Independent
Bright Dairy Appointed
Changes during the period
Appointed
21 July 20131
23 March 20062
1 February 2022
29 November 20163
1 December 2022
24 January 2022
16 November 20094
4 July 2013
11 November 2010
25 November 2020
8 December 20155
Until 17 June 2022
Until 17 June 2022
From 10 May 2022
From 10 May 2022
Until 17 June 2022
Until 17 June 2022
From 10 May 2022
From 10 May 2022
Until 17 June 2022
From 10 May 2022
Until 14 June 2022
Until 14 June 2022
From 25 May 2022
From 25 May 2022
Until 17 June 2022
From 10 May 2022
From 10 May 2022
1 Dr. John Penno had previously been a Director of Synlait Limited, which has since been removed from the Register of Companies. When first appointed to the Board of Synlait Milk Limited,
John was CEO and Managing Director. In November 2018, following stepping down as CEO, he became the Board Appointed Director. In May 2021 John became Interim CEO following the
resignation of Leon Clement. The Board determined that Dr. John Penno was the best person to act as Chair once Grant Watson took up the CEO role in January 2022. As a result of John’s
long history with the company, the Board considered that Dr. John Penno was not an Independent Director under the NZX Listing Rules. To manage the fact that Dr. John Penno was not an
Independent Director, the Board sought to change the Constitution to enable the Chair to be either an Independent Director or the Board Appointed Director at the Annual Meeting on
1 December 2021. The resolution was passed by shareholders and John remains the Board Appointed Director.
2 Graeme Milne retired from the Board on 24 January 2022.
3 Min Ben retired from the Board on 1 December 2021.
4 When first appointed to Synlait Milk Limited, Hon. Ruth Richardson was an Independent Director. In 2013, she became a Bright Dairy Appointed Director.
5 Qikai Lu retired from the Board on 1 February 2022.
⁶ Deregistered 14 June 2022
Synlait has considered the independence of its three Independent Directors against the definition in the NZX Listing
Rules, the commentary to recommendation 2.4 in the NZX Code, and its Board Charter and is satisfied that its
Independent Directors meet the requirements for independence.
As permitted by waivers from the NZX Listing Rules, Bright Dairy Holding Limited, a shareholder in Synlait, is entitled to
appoint four directors to Synlait’s Board. One of those Directors must ordinarily reside in New Zealand and have local
commercial and governance experience appropriate for an NZX listed company. Currently that Director is the Hon. Ruth
Richardson.
03. DIRECTOR INTERESTS
The following declarations of interest were made by Directors of Synlait and its subsidiaries under section 140 of the
Companies Act 1993. Entries which are italicised indicate new disclosures during the year ended 31 July 2022.
Hon. Ruth Richardson
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director and Shareholder Ruth Richardson (NZ) Limited
Director New Zealand Taxpayers’ Union
Trustee Christchurch Early Intervention Trust (from October 2021)
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
Simon Robertson
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Alliance Group Limited
Director Ballance Agri-Nutrients Limited
Director Independent Timber Merchants Co-operative Limited (until 31 July 2022)
Trustee Robertson Family Trust
Trustee Norman Family Trust
Trustee G R Foot 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
ANNUAL REPORT 2022 PAGE 125 & 126
03. DIRECTOR INTERESTS (CONTINUED)
Min Chen¹
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
Sihang Yang
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
Dr. John Penno
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Dairyworks Limited (until 17 June 2022)
Director Okuora Farms Limited
Chair and Shareholder Wangapeka River Hops Limited
Chair and Shareholder The Pure Food Co Limited
Director and Shareholder Leaft Foods Limited
Director and Shareholder Thorndale Dairies Limited
Director and Shareholder The New Zealand Merino Company Limited
Trustee John Penno Trust
Director and Shareholder Okuora Holdings Limited (and through Okuora Holdings Limited, shareholder in Pastoral Robotics Limited
and The Pure Food Co Limited, shareholder and holder of convertible notes in Signum Holdings Limited and secured creditor of it and
its subsidiaries)
Through Signum Holdings Limited, shareholder in Trust Codes Limited and Cloud Computing Continuation Services 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
Ian (Sam) Knowles
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Rangatira Limited
Director Fire Security Services 2016 Limited
Director Umajin Inc (USA)
Chair On-Brand Partners (NZ) Limited
Chair Tohorā Holding Limited
Chair Adminis Limited
Chair CFB Group Inc (USA)
Director Com Investments Limited
Director of Com Nominees Limited
Director Growthcom Limited
Director Montoux Limited
Director Westpac New Zealand Limited
Trustee Ruby Family Trust
Trustee WWF NZ
Trustee Com Trust
Trustee Ian Samuel Knowles Children’s 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
Paul McGilvary¹
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Deputy Chair AsureQuality Limited
Chair BVAQ Pty Ltd (Australia)
Director of the General Partner, WMS GP Limited in Waikato Milking Systems LP
Director Waikato Milking Systems Lease Limited
Director New Zealand Hops 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
Dr. Gui Min²
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
1 Min Chen was appointed to the Board on 1 February 2022.
1 Paul McGilvary was appointed to the Board on 24 January 2022.
2 Dr. Gui Min was appointed to the Board on 1 February 2022.
ANNUAL REPORT 2022 PAGE 127 & 128
03. DIRECTOR INTERESTS (CONTINUED)
Grant Watson
Director Dairyworks Limited (from 10 May 2022)
Director Synlait Milk (Dunsandel Farms) Limited (from 25 May 2022)
Director Eighty Nine Richard Pearse Drive Limited (from 10 May 2022)
Director The New Zealand Dairy Company Limited (from 10 May 2022)
Director Synlait Milk (Holdings) No.1 Limited (from 10 May 2022)
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Robert Stowell
Director Synlait Milk (Dunsandel Farms) Limited (from 25 May 2022)
Director Eighty Nine Richard Pearse Drive Limited (from 10 May 2022)
Director The New Zealand Dairy Company Limited (from 10 May 2022)
Director Synlait Milk (Holdings) No.1 Limited (from 10 May 2022)
Director and Shareholder Orange Homes (2022) Limited (from 25 April 2022)
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Tim Carter
Director Dairyworks Limited
Director and shareholder Niko Holdings 2003 Limited
Shareholder Tatahi Holdings Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Martijn Jager
Director Synlait Business Consulting (Shanghai) Co. Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Boyd Williams
Director Synlait Business Consulting (Shanghai) Co. Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Deborah Marris
Director Synlait Business Consulting (Shanghai) Co. Limited
Director Synlait Milk (Holdings) No.1 Limited (until 17 June 2022)
Director Primary Collaboration New Zealand Limited
Director Eighty Nine Richard Pearse Drive Limited (until 17 June 2022)
Director Canterbury Grasslands Limited
Director and Shareholder BFGM Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
No new disclosures were made during the period by Graeme Milne ONZM who retired from the Board on
24 January 2022.
No new disclosures were made during the period by Min Ben who retired from the Board on 1 December 2021.
No new disclosures were made during the period by Qikai Lu who retired from the Board on 1 February 2022.
No Director requested to disclose or use information in their possession as a Director of Synlait or its subsidiaries that
would not otherwise have been available to him or her. As permitted by section 162 of the Companies Act 1993 and our
Constitution Synlait indemnifies and insures Directors and Officers against liability to other parties that may arise in the
course of their activities as a Director or Officer. Details of the indemnities and insurance are kept in Synlait’s Interests
Register. This cover does not apply to any liabilities arising from criminal or reckless acts by our Directors or Officers.
For the purposes of section 148(2) of the Companies Act 1993, no further disclosures were made by the Directors in
respect of the increases or decreases in their shareholdings.
ANNUAL REPORT 2022 PAGE 129 & 130
04. DIRECTOR REMUNERATION
05. DIRECTOR HOLDINGS
There was no change to annual fees paid to Directors of Synlait in this financial year. The below fees were approved
by shareholders on 27 November 2019 and effective 1 April 2020, are:
This table sets out the relevant interests held by Directors during the period in securities issued by Synlait:
Directors
Securities held (legally or beneficially) as at 31 July 2022 Securities held (legally or beneficially) as at 31 July 2021
5,109,803 ordinary shares
Dr. John Penno
Graeme Milne ONZM 82,556 ordinary shares
0
Dr. Gui Min
0
Min Ben
0
Min Chen
Paul McGilvary
0
Hon. Ruth Richardson 66,025 ordinary shares
64,803 ordinary shares
Sam Knowles
0
Sihang Yang
13,324 ordinary shares
Simon Robertson
0
Qikai Lu
5,109,803 ordinary shares
82,556 ordinary shares
01
0
02
03
66,025 ordinary shares
64,803 ordinary shares
0
13,324 ordinary shares
0
Role
Directors, excluding the Chair and Committee Chairs
Board Chair
Audit and Risk Committee Chair
People Environment and Governance Committee Chair
Fee
$88,900
$178,000
$104,150
$100,900
This table sets out total remuneration and the value of other benefits received by Synlait Directors during the year
ended 31 July 2022:
Directors
Graeme Milne ONZM
Dr. John Penno
Simon Robertson
Sam Knowles
Albert Lu
Edward Yang
Dr. Gui Min
Min Ben
Min Chen
Paul McGilvary
Hon. Ruth Richardson
Role
Director
Board Chair
Director
Board Chair
Director
Audit and Risk Committee Chair
Director
People, Environment and Governance
Committee Chair
Director
Director
Director
Director
Director
Director
Director
Remuneration
$85,292¹
$135,307²
$104,150
$100,900
$46,3033
$88,900
$42,5984
$29,634⁵
$59,267⁶
$46,303⁷
$88,900
Fees are not paid to Directors or employees of Synlait for acting as a Director of any Synlait subsidiaries.
1 Graeme Milne retired from the Board on 24 January 2022.
2 Dr. John Penno was appointed as Chair in January 2022, previously Board Appointed Director.
3 Albert Lu retired from the Board on 1 February 2022.
4 Dr. Gui Min was appointed to the Board on 1 February 2022.
5 Min Ben retired from the Board in December 2021.
6 Min Chen was appointed to the Board on 1 February 2022.
7 Paul McGilvary was appointed to the Board on 24 January 2022.
ANNUAL REPORT 2022 PAGE 131 & 132
06. EMPLOYEE REMUNERATION
During the year ended 31 July 2022, 363 employees (including former employees) of Synlait and its subsidiaries (not being
Directors) received remuneration and other benefits, in their capacity as employees, of $100,000 or more, as set out below:
Chief Executive Officer Remuneration
The table below sets out remuneration paid to Synlait’s Chief Executive Officer in the year to 31 July 2022:
Salary bracket ($)
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
320,000 – 330,000
350,000 – 360,000
370,000 – 380,000
380,000 – 390,000
420,000 – 430,000
430,000 – 440,000
450,000 – 460,000
480,000 – 490,000
500,000 – 510,000
560,000 – 570,000
850,000 – 860,000
Total
Number of employees
Remuneration
Dr. John Penno1
N/A
$479,167 plus GST
N/A
N/A
N/A
N/A
$479,167 plus GST
Grant Watson2
$408,653
N/A
$12,322
$592
N/A
N/A
$421,567
Salary
Total fees paid
KiwiSaver employer contribution
Medical insurance employer contribution
Short term incentive scheme
Long term incentive scheme
Total remuneration
07. DONATIONS
Dairyworks Limited, a subsidiary of Synlait, made cheese donations to a value of $12,276 in the year to 31 July 2022.
These were the only donations made by the Synlait group in the financial year.
08. AUDITORS
In the year to 31 July 2022, Synlait’s total payments to its auditors PricewaterhouseCoopers were as follows:
Statutory audit
Half audit review
Consulting
Total
$299,250
$68,250
$31,000
$398,500
78
77
47
26
30
19
21
14
5
4
2
9
4
2
2
3
2
2
1
2
1
2
1
1
1
2
1
1
1
1
1
363
Synlait’s Strategic Remuneration Policy is approved by Synlait’s People, Environment and Governance Committee. That
Committee also reviews and recommends to the Board the remuneration of the Chief Executive Officer and the Executive
Leadership Team.
1 Dr. John Penno was Interim CEO until 24 January 2022.
2 Grant Watson assumed the role of permanent CEO on 24 January 2022.
ANNUAL REPORT 2022 PAGE 133 & 134
09. STOCK EXCHANGE LISTINGS
Synlait’s ordinary shares have been listed on the NZX Main Board since 23 July 2013 (ticker code: SML). On 24 November
2016 Synlait completed a compliance listing on the ASX as a foreign exempt issuer (ticker code: SM1). As an ASX foreign
exempt issuer, Synlait complies with the NZX Listing Rules (other than as waived by NZX Regulation) and is exempt from
complying with most of the ASX Listing Rules, as set out in ASX Listing Rule 1.15. In November 2020, Synlait successfully
completed a $200 million equity raising to complete the investment phase of its strategy and strengthen its balance
sheet. The equity raise comprised a $180 million underwritten placement at a fixed price of NZ$5.10 per share and a
$20 million underwritten share purchase plan at the same share price. In December 2019, Synlait issued $180 million of
unsecured, subordinated, fixed rate bonds with an interest rate of 3.83% per annum. These securities are quoted and
trade on the NZX Debt Market (ticker code: SML010).
10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS
Synlait had the following securities on issue as at 31 July 2022:
•
•
218,581,661 ordinary shares
180,000,000 subordinated bonds.
Set out below are Synlait’s 20 largest shareholders as at 31 July 2022:
Number of shares held Percentage of ordinary shares on issue
01. Bright Dairy Holding Limited
02. The a2 Milk Company (New Zealand) Limited
03. FIL Limited
04. John Penno
05. Vanguard Group Holdings
06. BlackRock, Inc.
07. State Street Corporation
08. Oneroa Fish & Chip Family Trust
09. First NZ Capital Custodians Limited (Various Private Investors)
10. Pendal Group
11. Smartshares Limited
12. Chester Asset Management Pty Ltd
13. Guardians of New Zealand Superannuation
14. Dimensional Fund Advisors LP
15. Norges Bank Investment Management
16. New Zealand Funds Management Limited
17. Paul & Bronwyn Lancaster
18. Accident Compensation Corporation
19. Abu Dhabi Investment Authority
20. Landesbank Hessen-Thüringen Girozentrale
Total
85,266,605
43,352,509
17,839,860
5,109,803
3,188,061
2,350,481
2,222,505
1,916,769
1,875,107
1,731,544
1,605,694
1,420,000
1,183,510
1,134,600
1,111,327
1,084,364
1,055,623
972,606
925,414
918,746
176,265,128
39.0%
19.8%
8.2%
2.3%
1.5%
1.1%
1.0%
0.9%
0.9%
0.8%
0.7%
0.6%
0.5%
0.5%
0.5%
0.5%
0.5%
0.4%
0.4%
0.4%
80.6%
According to notices given under section 280(1)(b) of the Financial Markets Conduct 2013, the following are Synlait’s
substantial product holders as at 31 July 2022. The number of shares owned is as advised by the shareholder in their last
Substantial Security Holder Notice.
Substantial product holder
Bright Dairy Holding Limited
The a2 Milk Company Limited
FIL Group Limited
Total
Number of ordinary shares in
which relevant interest is held
Percentage of total
ordinary shares on issue
85,266,605
43,352,509
17,839,860
146,458,974
39.0%
19.8%
8.2%
67.0%
Set out below are Synlait’s 20 largest bondholders as at 31 July 2022:
Number of bonds held
Percentage of total bonds on issue
01. Custodial Services Limited
02. Hobson Wealth Custodian Limited
03. FNZ Custodians Limited
04. Tea Custodians Limited Client Property Trust Account
05. Forsyth Barr Custodians Limited
06. Citibank Nominees (New Zealand) Limited
07. RGTKMT Investments Limited
08. Sierra Investments Limited
09. JB Were (NZ) Nominees Limited
10. National Nominees Limited
11. FNZ Custodians Limited
12. Hugh McCracken Ensor
13. Masfen Securities Limited
14. JP Morgan Chase Bank
15. FNZ Custodians Limited
16. Francis Horton Tuck
17. Falstaff Investments Limited
18. Hobson Wealth Custodian Limited
19. Sterling Holdings Limited
20. Zhuang Yin
Total
38,062,000
26,306,000
25,080,000
22,615,000
9,710,000
5,400,000
3,275,000
2,895,000
2,100,000
2,012,000
1,289,000
994,000
981,000
905,000
895,000
800,000
768,000
588,000
550,000
550,000
145,775,000
21.14%
14.61%
13.93%
12.56%
5.39%
3.0%
1.81%
1.6%
1.16%
1.11%
0.71%
0.55%
0.54%
0.5%
0.49%
0.44%
0.42%
0.32%
0.3%
0.3%
80.88%
ANNUAL REPORT 2022 PAGE 135 & 136
11. SPREAD OF PRODUCT HOLDERS
13. NZX WAIVERS
The spread of Synlait’s ordinary shareholders as at 31 July 2022 is as follows:
Size of holding
Number of investors Percentage of investors
Total number of shares
Percentage issued
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 50,000
50,001 – 1,000,000
1,000,001 and over
Total
3,013
2,569
702
511
79
17
6,891
43.72%
37.28%
10.19%
7.42%
1.15%
0.25%
100%
1,355,981
6,670,804
5,219,078
10,230,529
14,693,873
180,411,396
218,581,661
0.62%
3.05%
2.39%
4.68%
6.72%
82.54%
100%
The spread of Synlait’s bondholders as at 31 July 2022 is as follows:
Size of holding
Number of holders
Percentage of holders
Total number of bonds
Percentage issued
1,001 – 5,000
5,001 – 10,000
10,001 – 50,000
50,001 – 1,000,000
1,000,001 and over
Total
58
158
568
131
11
926
6.26%
17.06%
61.34%
14.15%
1.19%
100%
290,000
1,541,000
15,765,000
23,660,000
138,744,000
180,000,000
0.16%
0.86%
` 8.76%
13.14%
77.08%
100%
12. CREDIT RATING
Synlait does not have a credit rating.
On 10 November 2020 Synlait was granted waivers by NZX Regulation in relation to the share offer completed in 2020
(“Share Offer”) comprising a NZ$180 million placement of shares (“Placement”) and a $20 million share purchase plan
(“Share Purchase Plan”) (“Synlait Waiver”). A condition of the Synlait Waiver was that it was disclosed in the Share Offer
document and in our Annual Report.
The Synlait Waiver provides waivers from Listing Rules 4.5.1, 4.5.1(e)(iii), 4.19.1 and 5.2.1 as set out below (with the
conditions):
• Waiver from Rule 4.5.1 to the extent required to allow any shares offered in the Share Purchase Plan and not taken up
by existing shareholders to be issued to other persons without requiring approval by ordinary resolution.
•
Conditions: The waiver only applied to shares offered to existing shareholders under the Share Purchase Plan
and as a result of the Share Purchase Plan being undersubscribed were offered to other persons and when
aggregated with the number of shares under the Placement would exceed the 25% threshold in Rule 4.5.1.
The Share Purchase Plan was required to be fully underwritten.
• Waiver from Rule 4.5.1(e)(iii) to the extent that the level of participation of Bright Dairy would be determined according
to criteria applying to all persons participating in the Placement.
•
Conditions: Two directors of Synlait (not associated with Bright Dairy) were required to certify to NZX that:
•
•
•
Synlait was not unduly influenced by Bright in its decision to permit Bright to participate in the Placement at a
higher level of participation than other persons;
Bright will not be involved in or influence any allocation decision in relation to the Placement;
Bright will not derive any benefit as a result of its higher level of participation other than to avoid its holding
in Synlait being diluted as a consequence of the Share Offer.
• Waiver from Rule 4.19.1 to the extent that the allotment of shares to Bright in respect of the subscriptions received
under the Placement to occur within 10 business days of the closing date for the Placement.
•
Conditions: The allotment of shares to Bright occurs in part on the Placement allotment date and in part on the
Share Purchase Plan allotment date.
• Waiver from Rule 5.2.1 to the extent that Synlait would otherwise require Synlait to obtain approval of shareholders
to enter into a material transaction with any related party in connection with the Placement (referred to as a relevant
party).
•
Conditions: Two directors of Synlait (not associated with any relevant party) certifying to NZX that:
•
•
Synlait was not unduly influenced in its decision to undertake the Placement by the relevant parties;
The relevant parties who participate in the Placement will not be influence any allocation decision in the
Placement;
ANNUAL REPORT 2022 PAGE 137 & 138
13. NZX WAIVERS (CONTINUED)
•
The relevant party will not derive any benefit as a result of the related party relationship other than solely
through participation in the Share Offer on the same terms as all other participants; and
•
Entry into the Placement is in the best interests of Synlait’s shareholders.
The Board comprises eight directors, made up of the following:
•
Four directors appointed by Bright Dairy (the Bright Dairy Directors):
• None of whom (i) are required to retire from rotation under the NZX Listing Rules, or (ii) are subject to removal by
•
The effect of the NZX Waivers in the context of the Share Offer is to permit:
ordinary resolution of shareholders;
•
•
•
•
An increased number of shares (from what is otherwise provided for under the Listing Rules) to be issued under
the Share Offer without shareholder approval;
The Share Offer to be fully underwritten, to allow any shares not taken up by eligible shareholders under the
Share Offer to be issued to other persons without requiring shareholder approval (which when aggregated with
the number of Shares issued under the Placement, may exceed the Placement threshold provided under the
Listing Rules as modified by the Class Waiver);
Bright, The a2 Milk Company Limited and other related parties to be issued Shares in the Placement having an
aggregate value above 10% of Synlait’s average market capitalisation without shareholder approval; and
Bright to be issued such number of shares under the Placement that will ensure it is not diluted as a result of the
Share Offer, which would otherwise cause Bright to lose its director appointment rights under the Constitution.
Further details of these director appointment rights are included in the Annual Report.
Synlait also made the Share Offer relying on the Class Waiver and ruling issued by NZX Regulation dated 30 September
2020 (Class Waiver). The Class Waiver provides a waiver from Listing Rule 4.5 and a ruling in relation to the definition of
“share purchase plan”.
A copy of the Synlait Waiver and Class Waiver is are available at nzx.com and asx.com.au under the ticker code “SML”
and “SM1”, respectively). All of the conditions in the Synlait Waiver have been met.
Synlait continues to rely on waivers granted on 27 November 2019 from various NZX Listing Rules, allowing our
Constitution and Board composition to reflect our non-standard governance arrangements, as described below.
Synlait listed on the NZX on the basis that Bright Dairy and Food Co Limited would be able to continue to consolidate
Synlait into its group financial statements (that are prepared under China GAAP). At the time, Bright Dairy agreed
with Synlait that for so long as Bright Dairy continued to hold between the Initial Percentage (being 39.119%) and
50% (inclusive) of the shares in Synlait in each case calculated in accordance with clause 22.5 of the Constitution
(so as to exclude shares issued under employee share schemes or director remuneration), the following governance
arrangements will apply to Synlait:
• One of whom must be ordinarily resident in New Zealand and be a director of such standing and with such
commercial and governance experience in New Zealand as is appropriate for a director of a NZX listed company
– the Hon. Ruth Richardson is the current Bright Dairy Director meeting this requirement; and
•
All of whom are required to have appropriate skills and experience to ensure that Synlait has a suitable mix of
skills and experience on the Board;
•
Three directors who are not appointed by Bright Dairy and who must be Independent Directors; and
• One Managing Director, or, if a Managing Director is not appointed, a Board Appointed Director, who will be appointed
by the Board. The current Managing Director or Board Appointed Director, and any Director proposed to fill that role,
cannot vote on the appointment or replacement of the Managing Director or Board Appointed Director (as applicable).
Consequently, Bright Dairy controls the composition of the majority of the Board as it has four out of seven votes on
this appointment. Synlait does not currently have a Managing Director, but does have a Board Appointed Director,
being Dr. John Penno, (together, these are the Governance Arrangements).
A summary of the waivers permitting these Governance Arrangements is set out below:
•
•
•
The NZX Listing Rules allow Bright Dairy to appoint representatives to the Board so long as the proportion of the
Board made up by their representatives is not greater than the proportion of the total shares in Synlait that they own.
A waiver was required to permit Bright Dairy to appoint four Directors, or 50% of the Board, as Bright Dairy owns less
than 50% of the shares in Synlait.
The NZX Listing Rules prevent Directors from appointing alternates to act for in their place if they cannot attend Board
meetings unless a majority of their co-Directors agree. A waiver has been granted to permit Synlait’s Constitution to:
•
•
Allow a Bright Dairy Director to appoint another Bright Dairy Director to exercise their voting rights at a Board
meeting they are unable to attend; and
Prohibit the non-Bright Dairy Directors from appointing alternate Directors. Synlait considers that it is important
that Directors are encouraged to attend all meetings.
The NZX Listing Rules require that Synlait’s constitution permit a Director to vote on a decision in which they are
interested, where that matter is one in respect of which Directors are required by the Companies Act 1993 to sign a
certificate or relates to an indemnity contemplated by section 162 of the Companies Act. A waiver has been granted
to allow Synlait’s Constitution to prohibit the Managing Director (if it has one, which it doesn’t currently) from voting or
being part of the quorum on matters relating to his/her remuneration under any circumstances.
ANNUAL REPORT 2022 PAGE 139 & 140
13. NZX WAIVERS (CONTINUED)
15. GENDER COMPOSITION
•
The NZX Listing Rules prevent the imposing of conditions on who may be appointed as a Director, except as
specifically contemplated by the Rules. A waiver has been granted so that Synlait is permitted to required that
persons who may be appointed to the three non-Bright Dairy Director positions must be independent.
These waivers are subject to the conditions that:
•
•
•
•
•
•
•
Bright Dairy continues to hold no less than 39.119% of Synlait’s shares, calculated in accordance with Synlait’s
Constitution.
The Governance Arrangements are contained in Synlait’s Constitution and will cease to apply when Bright Dairy
ceases to own between 39.119% and 50% (inclusive) of the shares in Synlait, calculated in accordance with Synlait’s
Constitution.
Full and accurate disclosure of all material aspects of the Governance Arrangements and Synlait’s reliance on these
waivers is made in any offer document, and in every annual report while these waivers are being relied on.
Synlait continues to bear a non-standard designation to notify the market of its unique governance arrangements.
The quorum for a Board meeting must include two Independent Directors, and Synlait must have three Independent
Directors (compared to the two Independent Directors required by the NZX Listing Rules).
Immediately on Bright Dairy ceasing to hold 39.119% of the shares in Synlait, Synlait comply with the provisions in
its Constitution requiring that some of the Bright Dairy Directors must resign to keep the proportion of Bright Dairy
Directors on the Board consistent with the proportion of the total shares in Synlait owned by Bright Dairy.
Bright Dairy Directors must retire by rotation at the next annual meeting following the drop in shareholding below that
threshold, irrespective of whether they have been the longest in office.
A copy of these waivers, and other waivers Synlait has obtained, or relied on can be found in the investor centre of
Synlait’s website.
14. NZX CORPORATE GOVERNANCE CODE
Synlait’s statement on the extent to which Synlait has followed the recommendations in the NZX Code during the year to
31 July 2022 can be found at: synlait.com/investors/corporate-governance
Synlait’s operating subsidiaries operate largely independently from Synlait. Synlait does not require them to comply with
the recommendations in the NZX Code.
This table sets out the gender composition of Synlait’s Directors and Officers (CEO and direct reports to CEO)
as at 31 July 2022. The prior year’s comparison is in brackets.
Group
Board
Officer
Total
Female
3 (2)
2 (2)
5 (4)
Male
5 (6)
7 (7)
12 (13)
Total
8 (8)
9 (9)
17 (17)
16. PERFORMANCE AGAINST DIVERSITY POLICY
Synlait’s Diversity and Inclusion Policy promotes a culture of diversity and inclusiveness, putting in place appropriate
strategies and measurable objectives. We aim to achieve three main goals:
• Workforce diversity – employ, develop and retain more women and Māori.
• Diversity through leadership – empower and equip our people leaders to recruit, develop and retain a diverse and
competent workforce.
• Workforce inclusion – foster a culture that encourages flexibility and fairness, to enable all employees to realise their
potential, and thereby increase employee retention.
To help us meet these goals we have our Mātua (Parental Leave) Policy and our Tāwariwari (Flexible Working) Policy,
and report to the Board on candidate diversity. Our success will be measured against the following as at the end of
2023. The prior year’s comparison is in brackets:
Measure
Progress at 31 July 2022 – compared to FY21
Reduction of the gender pay gap to ≤ 5%
40-50% of leadership positions
(people leaders, supervisors, specialist roles and senior leadership) held by women
No regretted losses of high potential female employees
14% (10%)
37% (36%)
8 (1)
ANNUAL REPORT 2022 DIRECTORY
Registered and head office
1028 Heslerton Road
Rakaia, RD13
New Zealand
Contact us
+64 3 373 3000
info@synlait.com
synlait.com
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