Annie McLaren and Andrew Lindsay,
Synlait Area Managers
ANNUAL
REPORT
2024
ANNUAL REPORT 2024
WELCOME TO SYNLAIT’S
ANNUAL REPORT
Synlait releases a standalone
sustainability report. The report reviews
Synlait’s strategy and initiatives to achieve
our sustainability objectives and targets,
and will be released in November 2024.
Our Corporate Governance Statement
describes Synlait’s current compliance
with the NZX Corporate Governance
Code (NZX Code) recommendations in
the year to 31 July 2024.
The Corporate Governance section
of the Annual Report can be found on
Synlait’s website: synlait.com/investors/
corporategovernance-2024/
Our Annual Report reviews Synlait Milk Limited’s (Synlait) and subsidiaries’ financial
performance and business achievements for the year ended 31 July 2024.
An online copy of this Annual Report, and previous annual, interim and sustainability
reports, is available at: synlait.com/investors/
We are always looking for ways to improve our reporting. Please email any feedback to:
investors@synlait.com
SUSTAINABILITY
REPORTING
CORPORATE
GOVERNANCE
DOING MILK
DIFFERENTLY
FOR A
HEALTHIER
WORLD
PAGE 01 & 02
Nicky Halley, Synlait Farms Operations Manager
and Andrew Lindsay, Synlait Area Manager.
ANNUAL REPORT 2024
PAGE 03 & 04
49
25
15
CONTENTS
ABOUT THIS REPORT
02
CHAIR REVIEW
09
CEO REVIEW
15
BEHIND THE HEADLINES
19
OUR BOARD
23
OUR EXECUTIVE LEADERSHIP TEAM
24
STATUTORY INFORMATION
25
FINANCE REVIEW
49
FINANCIAL AND PERFORMANCE METRICS
59
MILK PRICE
60
FINANCIAL STATEMENTS
61
AUDITOR'S REPORT
127
DIRECTORY
131
09
19
ANNUAL REPORT 2024
PAGE 05 & 06
Synlait Dunsandel farm staff Imroz
and Udit milking.
ANNUAL REPORT 2024
PAGE 07 & 08
ANNUAL REPORT 2024
CHAIR REVIEW
George Adams
PAGE 09 & 10
Achieving the reset required
The Companies Act sets very clear
expectations for New Zealand’s company
directors. We are duty-bound to act in
good faith and in the company’s best
interests. That meant the Board, and
in particular the Independent Directors
who led the deleveraging process, took
a methodical approach to assessing all
options to reset Synlait’s balance sheet.
We started, as most Boards would,
by examining the potential for asset
sales. While multiple parties expressed
interest in Dairyworks, we did not
receive an acceptable binding offer.
Given that Dairyworks’ profitability has
exceeded expectations every year since
we purchased it in 2020, the Board is
comfortable with the outcome which sees
Dairyworks’ retained.
Our process analysed various
ownership structures and alternative
Synlait’s story over the past 12
months has been unprecedented,
extraordinary, and historic, with the
financial year ended 31 July 2024
(FY24) best summarised by one word –
deleveraging.
Your Board’s decisions, and the
changes implemented as a result, were
driven by the need to reduce Synlait’s
debt to more manageable levels. A two-
step plan, underpinned by a substantial
bank refinancing package, will see us
achieve that tomorrow – Tuesday 1
October 2024.
Our retail shareholders have been a
central part of this journey, approving
resolutions to deliver a $130 million
shareholder loan in July and, in
September, raise circa $218 million in
new equity. Without this support, we
would currently be writing a very different
chapter in Synlait’s history.
Instead, we have the opportunity to
support a productive, profitable and
purposeful future for Synlait where
we seek to deliver value to all of the
company’s stakeholders.
My eyes were open to the challenges
ahead when I joined the Board in March
2024, but I knew there was plenty to be
confident about. On the top of that list
is Synlait’s incredible team. In my short
time with the company, I have become
proud of their perseverance, unwavering
approach to excellence and resilience.
I am therefore pleased to present my first
Annual Report as Chair of Synlait.
options to raise equity. The poor financial
state of Synlait’s balance sheet meant
these were quickly exhausted. Insolvency,
via both receivership and voluntary
administration, was also examined, with
the Independent Directors concluding
the loss of control would result in
highly uncertain outcomes for Synlait’s
stakeholders, including the more than
1,400 employees and over 200 farmers
whose livelihoods rely on us.
An equity raise soon emerged as the
preferred option, and while a pro-rata
structure (that would have enabled
retail shareholder participation) was
closely examined, analysis showed it
unlikely to deliver the required level
of equity. Given this would also be a
high-risk investment due to Synlait’s
financial position, the Independent
Directors concluded the recapitalisation
should only be undertaken with major
shareholders who have a detailed
understanding of the company and were
willing to subscribe at a premium to the
market price.
On average, 95% of Synlait’s
shareholders who participated voted
in favour of the two equity raise
resolutions at our Special Shareholders
Meeting on 18 September 2024. Retail
shareholders strongly supported our plan
despite their shareholdings decreasing
from 41.2% to 14.9%. That is a strong
commitment to Synlait’s future, which we
are grateful for.
I am also extremely encouraged by Bright
Dairy Holding Limited’s (Bright Dairy)
public commitment to the New Zealand
Shareholders Association that, as Synlait
returns to a more stable position, Bright
Dairy will strongly advocate to ensure
retail shareholders are afforded an
opportunity to participate in future capital
management initiatives.
+
=
JULY 2024
SEPTEMBER 2024
$130 million shareholder
loan from Bright Dairy
$450 million bank refinancing package
The opportunity
to support Synlait
returning to sustainable
profitability.
$217.8 new equity
Bright Dairy ($185 million)
The a2 Milk Company
($32.8 million)
Reducing debt to a manageable level
A two-step plan underpinned by bank refinancing
in June 2024, is a New Zealand business
leader with 20 years’ experience in multi-
national companies in the dairy and food
sectors. This experience adds significant
value to the Board.
I would also like to extend a big thank you to
Paul McGilvary who stepped into the Acting
Chair role after Simon Roberston resigned
early in our financial year. Paul, alongside
all our Directors, has provided valuable
counsel as I transitioned into the Chair role.
Finally, I would like to thank our CEO Grant
Watson and his executive leadership
team for their strong leadership during
an extremely challenging year. They have
made significant progress to stabilise and
materially strengthen the foundations
of the business. In addition, they have
worked tirelessly to reset of our balance
sheet, improve key customer relationships,
while maintaining strong connections with
our farmers, customers and suppliers.
The Board is also aware of and grateful to
many in the wider Synlait team for some
very long hours worked to deliver the
deleveraging activities in particular.
Entering FY25 with new sense of calm
FY24 has had a long list of urgent
challenges for the Synlait team. However,
we can now confidently draw a line under
several of the difficulties we faced and
move onto the more important matters
concerning running a growing and viable
business.
Synlait’s ability to achieve a successful
refinance of its banking facilities one
year from now will require a marked
improvement in trading performance and
retained milk supply (through a reduction
in farmer supplier cessations).
Strengthening major shareholder
relationships
The support of our two major
shareholders, Bright Dairy and The a2
Milk Company, has been critical to Synlait.
Bright Dairy has been our largest
shareholder since 2010, when Synlait
became the Chinese company’s first
offshore investment, making this a
important partnership for both parties.
Over the past 15 years, Bright Dairy
has proven itself to be a supportive
shareholder. FY24 saw it become our
lifeline, providing the $130 million
shareholder loan in July 2024 and $185
million for our equity raise.
Having Bright Dairy onboard for the next
phase of our recovery plan is strategically
important for Synlait’s executive
leadership team. We know Bright Dairy
will assist in opening doors as we seek
to grow new relationships with global
customers in China and South East Asia.
It is, therefore, important that I take
this opportunity to express our sincere
gratitude and a heartfelt ‘xièxiè’ to Bright
Dairy and its leadership team.
Another thank you must go to The a2 Milk
Company alongside our congratulations
to their Board and executive leadership
team for successfully rebuilding their
China business post-COVID-19. FY24 has
seen Synlait and The a2 Milk Company
reset our relationship by agreeing a
settlement for our earlier disputes.
Synlait’s success is important to The a2
Milk Company which is reflected in their
decision to take part in the equity raise
and retain a 19.8% shareholding in our
company. With the settlement agreement
including new ways of working together,
FY25 is an opportunity to solidify this
newfound sense of cooperation.
Lifting operational efficiency
Another core feature of the Board
and Management’s business recovery
plan has been proactively stemming
operational losses from our North
Island assets which have been a major
contributor to Synlait’s poor financial
performance.
The North Island strategic review was
initiated in April 2024 and has informed
the Board’s development of a new
pathway to profitability for our northern
operations. The review’s detailed analysis,
which was led by a dedicated internal
team, concluded that transportation
and manufacturing costs meant it was
not financially viable for Synlait to keep
processing raw milk at Pōkeno.
As a result, operations will focus solely
on the facility’s capability to manufacture
high-value hybrid advanced nutrition
products for all ages. Growing global
demand for these products means this is a
segment valuable to the future of Synlait.
Making the decision to end raw milk
processing at Pōkeno wasn’t easy and
I want to acknowledge its impact on
our North Island farmers who could not
have done more to deliver for Synlait. On
behalf of the Board, I thank you for your
professionalism and understanding.
An acknowledgement also to our
North Island team whose feedback
throughout the review process has been
invaluable, while continuing to provide
exceptional service to the customers at
our northern sites.
Growing a new future with our farmers
While Synlait’s relationship with our 54
North Island farmer suppliers will, in time,
be ending because of necessary changes
to our Pōkeno facility, the company
recognises that farmers are an important
backbone for our business.
The good thing about working with
farmers is that, as a cohort, they excel at
giving frank feedback. Synlait’s farmer
suppliers are forward-thinking people
who have been clear in their expectations
of us to deleverage and pay stronger
advance rates.
Many of our farmer suppliers have put us
on notice to deliver by advising of their
intention to cease their Synlait supply
agreements.
Today we announce additional payments
for our farmer suppliers. We hope these,
along with the progress made to improve
Synlait’s financial position, will lift their
confidence in us.
Maintaining a strong helm
The Board farewelled Dr John Penno
and Hon Ruth Richardson in the second
half of FY24. As a co-founder of Synlait,
John’s contribution has been immense.
Ruth served on the Board for 15 years
– a long and dedicated tenure for any
Director. We thank both John and Ruth
for their service and know they will
continue, as shareholders, to take a keen
interest in Synlait.
Bright Dairy made two Director changes
this year. Tao Zhang joined in February
to replace Ruibing Liu (Ryan). Tao brings
strong financial and industry knowledge
from Bright Dairy. Leon Fung, appointed
The Board and Management are
committed to further resetting Synlait and
are focused on continuing to deliver the
next steps of the company’s business
recovery plan. Given that this is Synlait’s
immediate priority, the Board and
Management will not provide an FY25
guidance statement at this time.
Our full guidance statement can be found
in the investor presentation.
FY25 will not be a time for us to take our
foot off the pedal. There is still a lot of
work to do and key focuses will include:
•
Ensuring we retain our farmer
suppliers
•
Attracting new customers to increase
capacity utilisation and generate an
uplift in earnings
•
Delivering on new product
development requests from our
global customers, along with entering
new markets
•
Attracting and retaining key talent
to ensure we have the workforce
required to deliver Synlait’s suite of
complex products
Your Board is in no doubt that Synlait is
well equipped to progress each of these
workstreams and, in time, return the
company to sustainable profitability.
We are buoyed by the energy of Synlait’s
employees who go above and beyond for
this business every day.
Now, with deleveraging behind us,
we can all focus on the next phase of
Synlait’s business recovery plan. My
prediction is FY25’s activity will be
best summarised by a new word –
delivering.
George Adams
Chair
ANNUAL REPORT 2024
PAGE 11 & 12
Synlait bus arriving at Gary and Rowan
Michael's farm in Dunsandel.
ANNUAL REPORT 2024
PAGE 13 & 14
ANNUAL REPORT 2024
Synlait began FY24 with too much
production capacity across its facilities,
unsustainably high levels of debt,
significantly higher interest rates, and
sharply declining demand for infant
formula at a macro level.
While we begin FY25 with strong
momentum and solid foundations, these
challenges are evident in FY24’s result.
Revenue is up 2% to $1.64 billion with
the group’s total gross profit sitting at
$56.0 million.
A $114.6 million impairment against
our North Island assets due to
underutilisation, coupled with foreign
exchange impacts, increased financing,
legal and consultancy costs (attached to
deleveraging and The a2 Milk Company
disputes), and softening global demand
for lactoferrin have contributed to an
overall net loss after tax of $182.1 million.
At a headline level the result is extremely
disappointing. However, we have reset
the balance sheet off the back of our
successful equity raise and refreshed
banking syndicate. This would not have
been possible without your support and
belief in our company and its people.
In addition, the work completed to settle
our disputes with The a2 Milk Company,
reduce costs (including headcount), and
increase productivity and efficiency is
not reflected in today’s numbers. This
includes the North Island strategic review,
which delivers a pathway for our North
Island operations to reach a cashflow
breakeven position in circa two years (and
sustainable, profitable growth beyond
that) after an extremely tough decision to
exit raw milk processing at Pōkeno.
The result also does not showcase the
grit, determination, and loyalty that our
Synlait team has displayed while going
above and beyond during heightened
levels of volatility and uncertainty.
Our team is just one group I need to
thank today. I am also grateful to our
major shareholders Bright Dairy and The
a2 Milk Company for participating in our
equity raise and to those who guided the
process, including our advisors, Bell Gully
and Jarden, and our in-house Corporate
Affairs and Legal teams.
Recognition must also go to the
Dairyworks team who attained a
record earnings before interest, taxes,
depreciation, and amortization (EBITDA)
result in the midst of an extended
strategic review process, our farmers
and other suppliers and my executive
leadership team who have worked long
hours delivering both business as usual
and deleveraging activity.
The Chair’s report covers the balance
sheet activity in detail, so this report will
focus on FY24’s business performance
and our aggressive approach to
supporting a more positive result in FY25.
For further information on our financial
performance, read the financial review
section of this report and the investor
presentation.
Synlait’s right to win
Advanced Nutrition and Foodservice
continue to be strategic business units,
with sales volumes up 7% and 519%
respectively.
Key achievements include our first full
year of UHT whipping cream production,
launching cream into South East Asia,
readying our new range of Nutrabase™
nutritional base powders for market
and improving Pōkeno’s operational
efficiency, capability and focus on
Advanced Nutrition. Our North Island
teams have also completed a detailed
commissioning phase and will begin
manufacturing new products for a global
customer in FY25.
FY25 will also see an overall focus
on volume growth alongside the
development of a new generation
whipping cream, and finalising sales
contracts for Nutrabase™. Our team will
also support The a2 Milk Company to
investigate opportunities in the infant
formula category including the scoping
phase of a second State Administration
for Market Regulation (SAMR) license at
Dunsandel.
Dairyworks delivers record EBITDA
result
FY24 was an extremely strong year for the
Dairyworks team who achieved a record
EBITDA result of $22.8 million off the
back of strong sales growth, operational
stability and low staff turnover.
This was underpinned by the relaunch
of the Rolling Meadow brand, increased
CEO REVIEW
Grant Watson
PAGE 15 & 16
Synlait’s business recovery is well
progressed. With several material
distractions behind us, my leadership
team and I are focused on delivering
strong business growth and execution to
ensure we reestablish healthy levels of
business profitability for our shareholders.
Nāku noa, nā
Grant Watson
CEO
on returning Synlait to sustainable
profitability without distraction.
•
Pōkeno’s sole focus on advanced
nutrition will increase efficiency
and capability in high-value product
categories.
•
Our settlement with The a2 Milk
Company allows us to focus on a
partnering approach to drive joint
value creation.
•
After five version upgrades, our
enterprise resource planning (ERP)
system is stable, and we can leverage
its benefits to help transform our
supply chain and quality functions.
•
Early success in IWS1 implementation
will accelerate its uptake and
improve operational efficiency.
•
New and improved inventory
management systems and capability
is in place.
•
Having demonstrated performance
around cream, plant-based advanced
nutrition, and new GB standard China-
label product, our manufacturing
team is strengthened to enable
profitable growth across each of our
core categories.
•
Strong relationships with new and
existing customers are expected to
deliver lifts in volume and company
revenue.
demand from Woolworths Australia,
and new supply agreements with
other Australian partners. Other key
achievements included entry into
Thailand and capital investments
delivering enhanced food quality and
production efficiencies. In addition, 85% of
Dairyworks’ packaging is now recyclable
(the remaining 15% will transition in FY25).
Growth is earmarked to continue in FY25
with a 10% volume increase delivered
through the new Australian agreements,
additional product lines for Woolworths
Australia, the onboarding of a major
trans-Tasman retailer, and entry into
Vietnam and the Philippines.
Retaining and valuing our farmer
suppliers
Synlait manages approximately 4% (84.5
million kgMS) of New Zealand’s milk
supply and ended the 2023/2024 season
with 276 farms supplying Synlait.
FY24 has been a challenging time for
our Milk Supply team with a significant
majority of our farmer suppliers
submitting cease notices to Synlait.
Farmers’ expectations of competitive
advance rates along with an improvement
in the company’s balance sheet have
been made clear.
We have listened and acted on
these concerns. We expect that our
deleveraging outcomes, competitive milk
price and stronger advance rates will lift
confidence.
Furthermore, to support this, we are
announcing additional payments for
our farmer suppliers to recognise the
impact our financial position had on
their businesses and, for South Island
farmers, how critical their milk supply is
to Synlait’s future.
We expect that these combined actions
will result in cease notice withdrawals.
The Investor Presentation provides
further details on the payments.
Synlait remains focused on providing
world-class on-farm support. Progress
in FY24 included the Lead With
Pride™ incentive changes, a five-year
partnership with Nestlé to support on-
farm sustainability, and a new partnership
with Farmlands that saved farmers over
$1.5 million.
Looking to our future
Synlait’s business recovery will continue
during FY25. Core focus areas include
lifting volumes, further cost reductions,
and optimising trading and operational
performance.
Progress delivered in FY24 has provided
us with a strong foundation for success:
•
The asset sales workstreams, urgent
need to recapitalise the business,
and the dispute with The a2 Milk
Company are all behind us.
•
Our strengthened executive
leadership team can now focus
1 IWS stands for Integrated Work Systems. It is a continuous improvement programme across Synlait’s operations. Further information on IWS is in the Behind The Headlines section on the next page.
New Rolling Meadow branding launched in 2024.
ANNUAL REPORT 2024
PAGE 17 & 18
BEHIND THE HEADLINES
The premium infant formula (0-12 months) which we
manufacture for The a2 Milk Company went on shelves
in the USA in August 2023. This was a significant
milestone for The a2 Milk Company and Synlait.
An infant formula shortage in the US last year created
the opportunity with America’s Food and Drug
Administration (FDA) changing the rules to allow
overseas manufacturers to apply to enter the market.
The a2 Milk Company was granted access and we
continue to support their efforts to prepare the product,
packaging, and necessary regulatory approvals to
achieve long-term US market access.
Infant formula enters US market
Infant formula appears on the shelves in the USA.
Our Whakapuāwai biodiversity programme
continues to grow with another 80,000 native
seedlings dispatched during FY24.
Established as part of our commitment to restoring
and regenerating native ecosystems and boosting
biodiversity, Whakapuāwai is now in its sixth year.
Each year the programme grows up to 40 varieties of
native seedlings which are planted on Synlait farms
and community projects.
FY24 saw the project reach farms north of the
Waimakariri River and in South Canterbury for the first
time, making it widespread across the Canterbury region.
Whakapuāwai reaches 250,000 plant milestone
Nick Vernon, Sustainability Manager,
planting in the Wairuna project.
FY24 saw Synlait finish its first full year of producing
Joyhana UHT whipping cream.
Joyhana’s distribution network has grown to more than
300 customers in China.
It won the prestigious ‘New Product Innovation
Award’ at the China International Bakery Exhibition in
May 2023.
Joyhana won two awards at the China International
Import Expo (CIIE) last November and gained further
recognition a month later when the Shanghai chef
team used it and won gold at the IKA International
Olympic Cooking Competition.
More recognition for award-winning whipping cream
Joyhana UHT whipping cream on display at CIIE.
Synlait was recertified as a B Corp™ in December 2023.
Our score increased by 21.5%.
B CorpTM is the global gold standard for sustainability.
Accreditation is a competitive differentiator for Synlait.
Recertification means Synlait meets the highest
standards of verified social and environmental
performance, public transparency, and legal
accountability to balance profit and purpose.
Improvements in Synlait’s score came from changes to
governance, along with improving the measurement
and management of greenhouse gas footprints across
our value chain.
Scaling up the B CorpTM system
B CorpTM certification applies across all Synlait sites.
ANNUAL REPORT 2024
PAGE 19 & 20
FY24 has seen Synlait introduce Integrated Work
Systems (IWS), a global framework that improves
reliability, reduces costs and lifts productivity in
manufacturing.
IWS has four phases and fosters a culture of 100%
ownership and a zero-loss mindset.
Our dairy liquid facility at Dunsandel achieved phase 1
in March 2024, followed by Auckland’s blending and
canning line and our flex line at Pokeno.
Synlait teams that use IWS support the system, labelling
it a more efficient way of working that significantly
reduces downtime and cost.
Improving efficiency in manufacturing
Glenn Laing, Director of Manufacturing, congratulates
Rueben Frahm, Dairy Liquid Plant Manager.
Synlait announced a unique three-way partnership with
our farmer suppliers and Nestlé in March 2024.
The partnership is helping to fund innovative on-farm
emissions reduction tools.
These include effluent management systems, emissions-
friendly feed options, advanced soil testing, alternative
fertilisers and tree planting.
This partnership will help Synlait reach its greenhouse
gas emission targets, while opening the potential for
commercial opportunities with Nestlé which is the
world’s largest food and beverage company.
Partnership to help farmer suppliers reduce emissions
Grant Watson, Synlait CEO, and Patricia Stroup,
Nestlé Global Chief Procurement Officer.
Our two Synlait-owned farms, located next to our
Dunsandel facility, were Lead With PrideTM certified in
April 2024.
Synlait established Lead With PrideTM in 2013. It is
an external accreditation recognising farm suppliers
who achieve best practice across four pillars –
environment, animal health and welfare, milk quality
and social responsibility.
Over 75% of our farmer suppliers now have Lead with
PrideTM certification. It is great to have our own farms
among them.
Synlait farms Lead With PrideTM certified
Nicky Halley, Farm Operations Manager,
and some of the Dunsandel farm team.
Synlait has a new partnership with global food company
Uhrenholt which has launched UHT whipping cream in
South East Asia.
The cream is distributed under the ‘Emborg Professional’
brand.
Product was exported to Taiwan, Singapore and
Thailand during the final quarter of FY24 with strong
demand forecasts.
Uhrenholt chose to work with Synlait because of a
shared passion for dairy and our approach to working
with in-market distribution partners.
UHT whipping cream enters South East Asia
Production for Uhrenholt is underway in the
Dunsandel liquids plant.
ANNUAL REPORT 2024
PAGE 21 & 22
Paul McGilvary
• People, Environment
& Governance
Committee Chair
• Audit & Risk
Committee Member
• Nominations Sub-
Committee Member
Paul Washer
• Audit & Risk
Committee Chair
• People, Environment
& Governance
Committee Member
• Nominations Sub-
Committee Member
Leon Fung
• People, Environment
& Governance
Committee Member
Edward Yang
• People, Environment
& Governance
Committee Member
• Nominations Sub-
Committee Member
Julia Zhu
• Audit & Risk
Committee Member
Tao Zhang
• Audit & Risk
Committee Member
George Adams
• Audit & Risk
Committee Member
• Nominations Sub-
Committee Member
George was appointed as
an Independent Director
of Synlait in March 2024
to fill a casual vacancy.
George was elected Chair
in May 2024. George's
transition to the Chair role
followed a well-signalled
plan that Acting Chair
Paul McGilvary would
return to his position as
an Independent Director
once a permanent
successor was found
and elected. George
was elected with the full
support of the Board.
George will formally
stand for election by
Synlait shareholders at
the company’s Annual
Meeting in December
2024.
Independent Directors
Bright Dairy Appointed Directors
Chair
OUR BOARD OF DIRECTORS
OUR EXECUTIVE LEADERSHIP TEAM
The Board has commenced a search to find a candidate to fill the vacancy of the Board Appointed Director after John Penno resigned in May 2024.
Dairyworks CEO Tim Carter continues to report to Synlait CEO Grant Watson.
Grant Watson
Chief Executive
Officer
Andy Liu
Chief Financial
Officer
Cathy Gamlen
Director of People
and Culture
Rob Stowell
Chief Commercial
Officer
Paul Mallard
Chief Operating
Officer
Enablers
Naiche Nogueira
Chief Revenue Officer
Advanced Nutrition
and Ingredients
Abby Ye
President China
and Director of
Foodservice
Foodservice
Charles Fergusson
Director On-Farm
Excellence, Business
Sustainability and
Corporate Affairs
On-Farm Excellence
ANNUAL REPORT 2024
PAGE 23 & 24
STATUTORY INFORMATION
Synlait is a nutrition company. It combines expert farming with state-of-the art
processing to produce Advanced Nutrition, Foodservice, and Ingredient products. In the
year to 31 July 2024, Synlait made no changes to its company structures.
North Island strategic review
In April 2024, Synlait announced it would undertake a strategic review of its North
Island assets, including its manufacturing facility in Pōkeno and its blending and canning
facility in Auckland. The strategic review was undertaken as part of Synlait’s business
recovery plan. It explored a wide range of potential options, including alternative
ownership structures, mothballing the Pōkeno plant, and how to balance its capability to
process both dairy and plant-based proteins.
The strategic review remained underway at the end of this financial year. However, after
the balance date on 9 September 2024, Synlait announced that one of the review’s
findings was that switching between processing plant-based proteins and raw dairy
hinders the Pōkeno plant’s operational efficiency. In addition, it found that transportation
and a range of manufacturing costs meant it was not financially viable for Synlait to
keep processing milk at Pōkeno. As a result, the Board decided to focus Pōkeno’s
operations solely on producing advanced nutrition products that do not require raw
milk. The Board is no longer actively seek a buyer for Pōkeno, however in the event a
compelling offer was made for the asset, the company may consider it.
In FY25, Synlait has 54 farmer suppliers in the Waikato, and the company will meet all of
its contractual obligations to those farmer suppliers. They will remain Synlait suppliers
until the end of their supply agreements. However, Open Country will now collect and
process the milk.
Dairyworks and Talbot Forest Cheese divestments
The Board announced a strategic review of its Dairyworks and Temuka assets in
June 2023.
In June 2024, the Board provided an update on the Dairyworks sale process. While
the Board received interest in the business from several parties, a binding offer has not
materialised at an acceptable level. Although the company would consider credible
offers, the sale process no longer remains formally open.
The Temuka assets remain in an idle state. Synlait continues to search for a buyer,
however a sale of the assets within the next 12 months is no longer considered
highly probable.
01. BUSINESS OPERATIONS
A view of Synlait Dunsandel from the
Synlait-owned farms.
ANNUAL REPORT 2024
PAGE 25 & 26
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 2024:
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 Corporate Governance Code and its Board Charter and is satisfied its
Independent Directors meet the requirements for independence.
As permitted by waivers from the NZX Listing Rules, Bright Dairy Holdings Limited, a shareholder of 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 for an NZX listed company. Currently that Director is Leon Fung.
02. DIRECTORS
Company
Directors
Appointed
Synlait Milk Limited
Synlait Milk Finance Limited
George Adams (Chair)1
Independent
21 March 2024
Leon Fung2
Bright Dairy Appointed
3 June 2024
Dr John Penno3
Board Appointed
21 July 2013
Paul McGilvary4
Independent
24 January 2022
Paul Washer
Independent
2 December 2022
Ruibing Liu (Ryan)5
Bright Dairy Appointed
19 June 2023
Hon. Ruth Richardson6
Bright Dairy Appointed
16 November 2009
Sihang Yang (Edward)
Bright Dairy Appointed
11 November 2010
Simon Roberston7
Independent
25 November 2020
Tao Zhang8
Bright Dairy Appointed
26 February 2024
Yi Zhu (Julia)
Bright Dairy Appointed
19 June 2023
Company
Directors
The New Zealand Dairy
Company Limited
Grant Watson
Robert Stowell
Eighty Nine Richard Pearse
Drive Limited
Grant Watson
Robert Stowell
Synlait Business Consulting
(Shanghai) Co., Ltd
Grant Watson
Robert Stowell
Paul Mallard
Dairyworks Limited
Grant Watson
Timothy Carter
Synlait Milk (Dunsandel Farms) Limited
Grant Watson
Robert Stowell
Synlait Milk (Holdings) No.1 Limited
Grant Watson
Robert Stowell
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 2024.
03. DIRECTOR INTERESTS
1 George Adams was appointed as an Independent Director on 21 March 2024 to fill a casual vacancy following Simon Roberston’s retirement from the Board on 20 October 2023. George Adams
was elected Chair on 30 April 2024, with Acting Chair Paul McGilvary returning to his position as an Independent Director.
2 Leon Fung joined the Board as a Bright Dairy Appointed Director on 3 June 2024, replacing Hon. Ruth Richardson.
3 Dr John Penno retired as a Board Appointed Director on 30 April 2024.
4 Paul McGilvary was elected Acting Chair in October 2023 following Simon Roberston’s resignation, and held the position until 30 April 2024, when it was permanently filled by George Adams.
5 Ruibing Liu (Ryan) retired from the Board on 9 February 2024 and was replaced by Tao Zhang on 26 February 2024.
6 Hon. Ruth Richardson retired as a Bright Dairy Appointed Director on 3 June 2024 and was replaced by Leon Fung.
7 Simon Robertson retired from the Board as Chair and Independent Director on 20 October 2023.
8 Tao Zhang joined the Board as a Bright Dairy Appointed Director on 26 February 2024, replacing Ruibing Liu (Ryan).
1 George Adams joined the Board as an Independent Director on 21 March 2024.
George Adams1
Chair and Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Chair and Director and Shareholder Insightful Mobility Limited
Chair and Director Netlogix Group Holdings Limited
Chair and Director Bremworth Limited
Director and Shareholder Arborgen Holdings Limited
Chair and Director and Shareholder Apollo Foods Limited
Director The Apple Press Limited
Director Mars Manufacturing Limited
Director and Shareholder Apollo Brands Limited
Chair and Director NZFF Holdco Limited
Chairman Business Leaders Health and Safety Forum
H&S Impact Fund Advisor for Accident Compensation Corporation
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 2024
PAGE 27 & 28
03. DIRECTOR INTERESTS (CONTINUED)
Simon Robertson2
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Alliance Group Limited
Director Balance Agri-Nutrients Limited
Trustee Robertson Family Trust
Trustee GR Foot Trust
Trustee Norman Family 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
Dr. John Penno3
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Okuora Farms Limited
Director and Shareholder Okuora Holdings Limited (and through Okuora Holdings Limited, shareholder in Pastoral Robotics Limited and
The Pure Food Co Limited4, shareholder in Signum Holdings Limited (in liquidation)
Chair and Shareholder Wangapeka River Hops Limited
Chair and Shareholder The Pure Food Co Limited5
Director and Shareholder of Leaft Foods Holdings Limited (and through Leaft Food Holdings Limited, shareholder in its related
subsidiary companies including Leaft Foods Limited, Leaft Foods IP Limited and Leaft Nominee Limited)6
Director and Shareholder Thorndale Dairies Limited
Director and Shareholder The New Zealand Merino Company Limited
Trustee John Penno Trust
Through Signum Holdings Limited, shareholder in TCL Holdings Limited (previously Trust Codes Limited) and Cloud Computing
Continuation Services Limited7
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 McGilvary
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director AsureQuality Limited8
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
Paul Washer
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Chief Financial Officer Pact Group Holdings (Australia) Pty Ltd
Director Pact Group Holdings Limited9
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
Ruibing Liu (Ryan)10
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
Hon. Ruth Richardson11
Director and Shareholder Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Ruth Richardson (NZ) Limited
Director New Zealand Taxpayers’ Union
Trustee Christchurch Early Intervention 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
2 Simon Robertson retired from the Board as Chair and Independent Director on 20 October 2023.
3 Dr John Penno retired from as the Board appointed Director on 30 April 2024.
4 Okuora Holdings Limited ceased to be a shareholder in The Pure Food Co Limited on 1 August 2023.
5 Dr John Penno retired as a Director and Chair on 22 January 2024.
6 During the period, Leaft Group went through a corporate restructuring resulting in the revised structure being adopted.
7 TCL Holdings Limited (previously Trust Codes Limited) was a supplier to Synlait on normal terms of trade until October 2022, but has not provided services to the Group after that date. Since
Okuroa Holdings Limited invested in Signum Holdings Limited, there has, and continues to be, a protocol in place whereby John Penno abstains from all Board discussions and decisions involving
the supply arrangements between Synlait and TCL Holdings Limited.
8 Paul McGilvary retired as a director of AsureQuality Limited on 30 April 2024.
9 Pact Group Holdings Limited is the ultimate holding company of a number of subsidiaries, some of which, Paul Washer is also a Director and/or Shareholder of. Pact Group, via its subsidiaries Alto
Packaging Limited, Astron Plastics Limited and VIP Plastic Packaging (NZ) Limited, is a supplier to Synlait on normal terms of trade. There is a protocol in place whereby Paul Washer abstains from
all Board discussions and decisions involving the supply agreements between Synlait and Pact Group.
10 Ruibing Liu retired from the Board on 9 February 2024
11 Hon. Ruth Richardson retired from the Board on 3 June 2024.
ANNUAL REPORT 2024
PAGE 29 & 30
03. DIRECTOR INTERESTS (CONTINUED)
Sihang Yang (Edward)
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
Yi Zhu (Julia)
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
Tao Zhang12
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
Leon Fung13
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Chief Executive Officer NIG Nutritionals Limited
Director and Shareholder Auspocean Limited
Director Silver Fern Biotech & Products Limited
Director and Shareholder MTC Information Technology NZ Limited
Director and Shareholder Tec-Pe New Zealand Limited
Director and Shareholder Beverly Hills Asset Management Limited
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Grant Watson
Director Dairyworks Limited
Director Synlait Milk (Dunsandel Farms) Limited
Director Eighty Nine Richard Pearse Drive Limited
Director The New Zealand Dairy Company Limited
Director Synlait Milk (Holdings) No.1 Limited
Director Synlait Business Consulting (Shanghai) Co., Ltd.
Shareholder 365 Ventures Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Robert Stowell
Director Synlait Milk (Dunsandel Farms) Limited
Director Eighty Nine Richard Pearse Drive Limited
Director The New Zealand Dairy Company Limited
Director Synlait Milk (Holdings) No.1 Limited
Director Synlait Business Consulting (Shanghai) Co., Ltd.
Director and Shareholder Orange Homes (2022) Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Timothy 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
Paul Mallard
Director Synlait Business Consulting (Shanghai) Co., Ltd.
12 Tao Zhang was appointed to the Board on 26 February 2024.
13 Leon Fung was appointed to the Board on 3 June 2024.
ANNUAL REPORT 2024
PAGE 31 & 32
This table sets out the relevant interests held by Directors during the period in securities issued by Synlait:
05. DIRECTOR HOLDINGS
Directors
Securities held (legally or beneficially) as at 31 July 2024 Securities held (legally or beneficially) as at 31 July 2023
George Adams1
0
0
Leon Fung2
0
0
Dr. John Penno3
5,109,803 ordinary shares
5,109,803 ordinary shares
Paul McGilvary4
3,500 ordinary shares
3,500 ordinary shares
Paul Washer
0
0
Ruibing Liu (Ryan)5
0
0
Hon. Ruth Richardson6 66,025 ordinary shares
66,025 ordinary shares
Sihang Yang (Edward)
0
0
Simon Roberston7
13,324 ordinary shares
13,324 ordinary shares
Tao Zhang8
0
0
Yi Zhu (Julia)
0
0
This table sets out the total remuneration and the value of other benefits received by Synlait Directors during the year
ended 31 July 2024:
Directors
Role
Remuneration
George Adams1
Independent Director
Board Chair
$55,711
Leon Fung2
Bright Dairy Appointed Director
$14,011
Dr. John Penno3
Board Appointed Director
$66,675
Paul McGilvary4
Independent Director
Chair of People, Environment and Governance Committee
Acting Chair
$141,927
Paul Washer
Independent Director
Chair of Audit and Risk Committee
$104,151
Ruibing Liu (Ryan)5
Bright Dairy Appointed Director
$46,749
Hon. Ruth Richardson6
Bright Dairy Appointed Director
$79,848
Sihang Yang (Edward)
Bright Dairy Appointed Director
$88,900
Simon Roberston7
Independent Director
$39,179
Tao Zhang8
Bright Dairy Appointed Director
$38,063
Zhu Yi (Julia)
Bright Dairy Appointed Director
$88,900
There was no change to the fees paid to Directors of Synlait this financial year. The fees received by Directors, as
approved by shareholders on 27 November 2019 and effective 1 April 2020, are:
04. DIRECTOR REMUNERATION
Role
Fee
Directors, excluding the Chair and Committee Chairs
$88,900
Board Chair
$178,000
Audit and Risk Committee Chair
$104,150
People Environment and Governance Committee Chair
$100,900
Fees are not paid to Directors or employees of Synlait for acting as a Director of any Synlait subsidiary companies.
1 George Adams was appointed to the Board on 21 March 2024, and elected Chair on 30 April 2024.
2 Leon Fung was appointed to the Board on 3 June 2024.
3 Dr John Penno retired from the Board on 30 April 2024.
4 Paul McGilvary was Acting Chair from October 2023 to 30 April 2024, and is Chair of People, Environment and Governance Committee. Paul stepped down from his role of Chair of the People,
Environment and Governance Committee whilst he was Acting Chair, but he has since resumed the position.
5 Ruibing Liu (Ryan) retired from the Board on 9 February 2024.
6 Hon. Ruth Richardson retired from the Board on 3 June 2024 and was Chair of People, Environment and Governance Committee from October 2023 to May 2024.
7 Simon Robertson retired from the Board as Chair and Independent Director on 20 October 2023.
8 Tao Zhang was appointed to the Board on 26 February 2024.
1 George Adams was appointed to the Board on 21 March 2024.
2 Leon Fung was appointed to the Board on 3 June 2024.
3 Dr John Penno retired from the Board on 30 April 2024.
4 Paul McGilvary has owned 3,500 shares in Synlait Milk Limited since prior to joining the Board of Synlait.
5 Ruibing Liu (Ryan) retired from the Board on 9 February 2024.
6 Hon. Ruth Richardson retired from the Board on 3 June 2024.
7 Simon Robertson retired from the Board as Chair and Independent Director on 20 October 2023.
8 Tao Zhang was appointed to the Board on 26 February 2024.
PAGE 33 & 34
ANNUAL REPORT 2024
In the year to 31 July 2024, Synlait’s total payments to its auditors PricewaterhouseCoopers were as follows:
08. AUDITORS
Dairyworks Limited, a wholly owned subsidiary of Synlait, made cheese donations to a value of $20,006 in the year to 31
July 2024. These were the only donations made by the Synlait Group in the financial year.
07. DONATIONS
Chief Executive Officer Remuneration
The table below sets out remuneration paid to Synlait’s Chief Executive Officer in the year to 31 July 2024:
Remuneration
Salary
$936,000.00
KiwiSaver
$28,080.00
Medical
$942.12
LTI
0
STI
0
Total
$965,022.12
PwC service included in administration and operating expenses
Statutory audit fee
$620,000
Half year accounts review
$169,000
Other assurance services
$352,000
Consulting
$10,000
Total
$1,151,000
During the year ended 31 July 2024, 560 employees (including former employees) of Synlait and its subsidiaries (not being
Directors) received remuneration and other benefits, in their capacity as employees, of $100,000 or more, information
includes overtime and company contribution to KiwiSaver, as set out below:
06. EMPLOYEE REMUNERATION
Salary bracket ($)
Number of employees
100,000 – 109,999
120
110,000 – 119,999
84
120,000 – 129,999
90
130,000 – 139,999
58
140,000 – 149,999
47
150,000 – 159,999
36
160,000 – 169,999
21
170,000 – 179,999
23
180,000 – 189,999
10
190,000 – 199,999
14
200,000 – 209,999
7
210,000 – 219,999
9
220,000 – 229,999
4
230,000 – 239,999
5
240,000 – 249,999
3
250,000 – 259,999
3
260,000 – 269,999
4
270,000 – 279,999
1
290,000 – 299,999
4
300,000 – 309,999
2
310,000 – 319,999
1
320,000 – 329,999
1
350,000 – 359,999
1
370,000 – 379,999
1
380,000 – 389,999
1
430,000 – 439,999
1
460,000 – 469,999
1
470,000 – 479,999
1
490,000 – 499,999
1
500,000 – 509,999
1
670,000 – 679,999
1
730,000 – 739,999
1
830,000 – 839,999
1
840,000 – 849,999
1
960,000 – 969,999
1
Total
560
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.
PAGE 35 & 36
ANNUAL REPORT 2024
Synlait had the following securities on issue as at 31 July 2024:
•
218,581,661 ordinary shares
•
180,000,000 subordinated bonds
10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS
Number of shares held
Percentage of ordinary
shares on issue
01. Bright Dairy Holding Limited
85,266,605
39.0%
02. The a2 Milk Company Limited
43,352,509
19.8%
03. Chester Asset Management Pty Ltd.
9,520,000
4.4%
04. Accident Compensation Corporation
6,139,875
2.8%
05. John Penno
5,109,803
2.3%
06. XSTAR Fund Management
3,980,000
1.8%
07. New Zealand Funds Management Ltd.
2,155,587
1.0%
08. L S Keeper
1,975,000
0.9%
09. Paul & Bronwyn Lancaster
1,055,623
0.5%
10. First NZ Capital Custodians Limited (Various Private Investors)
923,178
0.4%
11. Therese Roche
900,000
0.4%
12. The Vanguard Group, Inc.
878,014
0.4%
13. Philip Lennon
800,000
0.4%
14. Clarity Funds Management Limited
700,000
0.3%
15. Octagon Asset Management Limited
670,226
0.3%
16. New Hope Dairy (HongKong) Trading Co Ltd
655,395
0.3%
17. Hieu Nguyen
600,000
0.3%
18. Horo Holdings Limited
530,000
0.2%
19. Rangatira Trust
513,038
0.2%
20. Rita Dressler
500,000
0.2%
Total
166,224,853
75.9%
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 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).
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.
Post the balance date Synlait announced and completed a recapitalisation, which included aggregate new equity of $217.8
million, with its two largest shareholders. The recapitalisation required a Special Shareholders’ Meeting which was held
on Wednesday 18 September 2024. Shareholders approved by way of ordinary resolutions the issuance of approximately
$217.8 million of new equity capital by way of:
•
A $185 million issue of shares to Bright Dairy Holding Limited (Bright Dairy) at an issue price of $0.60 (a 100% premium
to the closing price of Synlait’s shares on the NZX Main Board on 15 August 2024 (which was the last undisturbed
share price prior to announcement of the settlement with The a2 Milk Company and its support of Synlait’s equity
raise, and a 40% premium to the issue price of $0.43 for the a2MC placement)), which increased its shareholding in
Synlait from 39.01% to 65.25% (Bright Dairy placement); and
•
A $32.8 million issue of shares to The a2 Milk Company (a2MC) at an issue price of $0.43 (a 43% premium to the
closing price of Synlait’s shares on the NZX Main Board on 15 August 2024 (which was the last undisturbed share
price prior to announcement of the settlement with a2MC and its support of Synlait’s equity raise), which resulted
in its holding of 19.83% being retained (a2MC placement). The settlement with a2MC and a2 Infant Nutrition Limited
announced on 16 August 2024 was conditional on a number of matters including the Bright Dairy placement and
a2MC placement and accordingly has been included in the resolution to approve the a2MC placement.
The shares are expected to be issued to Bright Dairy and The a2 Milk Company on Tuesday 1 October 2024, which is after
the date of the publication of this Annual Report.
09. STOCK EXCHANGE LISTINGS
According to notices given under section 280(1)(b) of the Financial Markets Conduct Act 2013, the following are Synlait’s
substantial product holders as at 31 July 2024. The number of shares owned is as advised by the shareholder in their last
Substantial Security Holder Notice.
Substantial product holder
Number of ordinary shares in
which relevant interest is held
Percentage of total
ordinary shares on issue
Bright Dairy Holding Limited
85,266,605
39.0%
The a2 Milk Company Limited
43,352,509
19.8%
Total
128,619,114
58.8%
PAGE 37 & 38
Set out below are Synlait’s 20 largest shareholders as at 31 July 2024:
ANNUAL REPORT 2024
Set out below are Synlait’s largest bondholders as at 31 July 2024:
Number of bonds held
Percentage of total
bonds on issue
01. Custodial Services Limited
33,693,000
18.71%
02. Tea Custodians Limited
27,872,000
15.48%
03. Forsyth Barr Custodians Limited
27,319,000
15.17%
04. FNZ Custodians Limited
21,356,000
11.86%
05. Citibank Nominees (New Zealand) Limited
7,153,000
3.97%
06. RGTKMT Investments Limited
3,275,000
1.81%
07. Sierra Investments Limited
2,945,000
1.63%
08. BNP Paribas Nominees (NZ) Limited
2,908,000
1.61%
09. NZX WT Nominees Limited
2,654,000
1.47%
10. Forsyth Barr Custodians Limited
2,211,000
1.22%
11. JB Were (NZ) Nominees Limited
1,938,000
1.07%
12. HSBC Nominees (New Zealand) Limited
1,440,000
0.80%
13. FNZ Custodians Limited
1,414,000
0.78%
14. Investment Custodial Services Limited
1,225,000
0.68%
15. Seajay Securities Limited
1,150,000
0.63%
16. Masfen Securities Limited
981,000
0.54%
17. Brown Thoroughbreds Limited
870,000
0.48%
18. Forsyth Barr Custodians Limited
838,000
0.46%
19. Francis Horton Tuck
800,000
0.44%
20. FNZ Custodians Limited
646,000
0.35%
Total
142,688,000
79.16%
10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS
(CONTINUED)
Synlait does not have a credit rating.
The spread of Synlait’s bondholders as at 31 July 2024 is as follows:
12. CREDIT RATING
Size of holding
Number of holders
Percentage of holders
Total number of bonds
Percentage issued
1,001 – 5,000
63
6.60%
312,000
0.17%
5,001 – 10,000
172
18.03%
1,640,000
0.91%
10,001 – 50,000
558
58.49%
15,306,000
8.50%
50,001 – 1,000,000
146
15.31%
24,189,000
13.44%
1,000,001 and over
15
1.57%
138,553,000
76.98%
Total
954
100.00%
180,000,000
100.00%
The spread of Synlait’s ordinary shareholders as at 31 July 2024 is as follows:
11. SPREAD OF PRODUCT HOLDERS
Size of holding
Number of investors
Percentage of investors
Total number of shares
Percentage issued
1 – 1,000
2,473
40.99%
1,091,155
0.50%
1,001 – 5,000
2,141
35.49%
5,627,900
2.57%
5,001 – 10,000
645
10.69%
4,875,712
2.23%
10,001 – 50,000
618
10.25%
13,092,519
5.99%
50,001 – 1,000,000
145
2.40%
22,095,689
10.11%
1,000,001 and over
11
0.18%
171,798,686
78.60%
Total
6,033
100.00%
218,581,661
100.00%
PAGE 39 & 40
ANNUAL REPORT 2024
13. NZX WAIVERS
PAGE 41 & 42
Governance Arrangements
Synlait continues to rely on redocumented waivers granted by the predecessor to NZX Regulation Limited (“NZ RegCo”) on
27 November 2019, as amended on 27 October 2023, 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.
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
ordinary resolution of shareholders;
•
One of whom must be an ordinary 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 filled this role prior to her retirement on 4 June 2024. She was replaced by Leon Fung who
now fills this role. Leon has over 20 years’ experience in multi-national companies in the dairy and food segment; 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
•
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 require 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). Synlait may temporarily
have two Independent Directors where the number of Independent Directors reduces from three Independent
Directors to two Independent Directors pending the appointment of a third Independent Director in accordance with
the requirements of Synlait’s Constitution.
•
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 or Board Appointed Director (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.
•
As soon as Bright Dairy holds less than 39.119% of the shares in Synlait, Synlait complies 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.
ANNUAL REPORT 2024
13. NZX WAIVERS (CONTINUED)
PAGE 43 & 44
These waivers permitting the Governance Arrangements will cease to apply upon completion of the placement of shares
by Synlait to Bright Dairy Holding Limited as approved at the special shareholders’ meeting held on 18 September 2024.
This is placement is expected to complete 1 October 2024. From that point Synlait’s Constitution will revert to governance
arrangements in accordance with the Companies Act 1993 and the NZX Listing Rules. Special constitutional rights for Bright
Dairy will cease to apply. For further information, refer to Synlait’s notice of meeting issued on 20 August 2024.
Major transactions
On 29 May 2024 Synlait was granted waivers by NZX RegCo from NZX Listing Rule 5.1.1(b), to the extent required to allow
Synlait to enter into certain “Relevant Contracts” during a period from 12-months from the date of the waiver and perform
the Relevant Contracts without needing to obtain shareholder approval (“Major Transaction Waiver”). A condition of the
Major Transaction Waiver was that it and its conditions and implications was disclosed in our Annual Report for the financial
year ended 31 July 2024.
The Major Transaction Waiver provides a waiver from NZX Listing Rules 5.1.1(b) as set out below (with the conditions):
Waiver from Rule 5.1.1(b) to the extent required to allow Synlait to enter into Relevant Contracts during a period from
12-months from the date of the Major Transaction Waiver and perform the Relevant Contracts without needing to obtain
shareholder approval by ordinary resolution.
Conditions: The Major Transaction Waiver is subject to the conditions that:
•
Synlait’s Non-Interested Directors certify to NZX that the granting of the waiver is in the best interest of each of (i)
Synlait, and (ii) Synlait’s shareholders as a whole;
•
Synlait’s Non-Interested Directors certify to NZX that the Relevant Contracts will (i) not significantly change the nature
of Synlait’s business, and (ii) be in the ordinary course of Synlait’s business;
•
Synlait’s Non-Interested Directors certify to NZX that the Relevant Contracts are in the best interest of each of (i)
Synlait, and (ii) Synlait’s shareholders as a whole;
•
Synlait’s Non-Interested Directors include in the certificate a summary of the core grounds for the certifications given
under each limb of the three conditions described above;
•
Synlait’s Non-Interested Directors certify to NZX that entry into and performance of one or more Relevant Contracts is
not, and will not be, a major transaction requiring shareholder approval of Synlait’s shareholders for the purposes of
the Companies Act 1993; and
•
the waiver and its conditions and implications are disclosed in Synlait’s annual report for the financial year ending 31
July 2024.
Implications: The Major Transaction Waiver notes that the policy behind NZX Listing Rule 5.1.1(b) is to regulate those
transactions which have a value that represents a majority of the equity that investors hold in the issuer and, as a result,
are deemed to be so significant to the issuer, and therefore so likely to impact shareholders’ interests, that shareholders
should have an opportunity to consider the transaction and exercise their right to vote before the transaction can take
effect. Major transactions significantly change the nature of an Issuer’s business or represent a majority of the equity
that investors hold in the Issuer, and are therefore significant. The Major Transaction Waiver was sought because the
application of NZX Listing Rule 5.1.1(b) in respect of entry into and performance of the Relevant Contracts would otherwise
impose an unreasonable and disproportionate restriction on Synlait’s ability to enter into long term and multi-year
arrangements where it would receive payment or pay for procurement undertaking business as usual activities. This was
primarily due to Synlait’s share price falling to the point where business as usual activities would otherwise be subject to
the need for shareholder approval. The Major Transaction Waiver allows Synlait to enter into Relevant Contracts without
the need for shareholder approval, meaning a shareholder meeting will not need to be called and shareholders will not
have the opportunity to vote on whether Relevant Contracts are entered into by Synlait.
Relevant Contracts are contracts entered into and performed by Synlait or any of its subsidiaries as part of business as
usual transactions and which are principally:
•
for the purchase and payment for dairy products or non-dairy nutritional products;
•
for the purchase and payment for products, raw materials or services involved in the manufacture and sale of dairy
products and non-dairy nutritional products; or
•
with a customer for the supply by a Synlait group member of dairy products or non-dairy nutritional products derived
from, or manufactured using, dairy products or non-dairy nutritional products or raw materials supplied to a Synlait
group member,
to the extent that such Relevant Contract:
•
is entered into in the 12-month period after the date of the waiver;
•
has a Gross Value of more than 50% of Synlait’s Average Market Capitalisation;
•
and is a transaction or series of related transactions falling within, or in connection with, the transactions described above.
The full board of Synlait, being all non-interested directors in respect of the Major Transaction Waiver, has certified to NZ
RegCo that:
•
the granting of the waiver is in the best interest of each of Synlait and Synlait’s shareholders as a whole;
•
the Relevant Contracts will not significantly change the nature of Synlait’s business and will be in the ordinary course
of Synlait’s business;
•
the Relevant Contracts are in the best interest of each of Synlait and Synlait’s shareholders as a whole; and
•
the entry into and performance of one or more Relevant Contracts is not, and will not be, a major transaction requiring
shareholder approval of Synlait’s shareholders for the purposes of the Companies Act 1993.
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. They are also available at nzx.com and asx.com.au under the ticker code “SML” and “SM1”, respectively).
ANNUAL REPORT 2024
Synlait’s statement on the extent to which Synlait has followed the recommendation in the NZX Code during the year to 31
July 2024 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.
14. NZX CORPORATE GOVERNANCE CODE
This table sets out the gender composition of Synlait’s Directors and Officers (CEO and direct reports to the CEO) as at 31
July 2024. The prior year’s comparison is in brackets.
15. GENDER COMPOSITION
Group
Female
Male
Total
Board
1 (2)
6 (6)
7 (8)
Officer
2 (3)
5 (8)
7 (11)
Total
3
11
14
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 2024. The
prior year’s comparison is in brackets.
16. PERFORMANCE AGAINST DIVERSITY POLICY
Measure
Progress at as 31 July 2024
Reduction of the gender pay gap to ≤ 5%
11% (13%)
40-50% of leadership positions (people leaders, supervisors, specialist roles and
senior leadership) held by women
43% (40%)
No regretted losses of high potential female employees
4 (4)
PAGE 45 & 46
17. BOARD SKILLS MATRIX
Number of Directors
(Total 7)
Level of capability
Capability
Description
High
Medium
Consumer Products
Experience as a senior executive in, or as a professional advisor
to, consumer products businesses, including sales and marketing,
product innovation and supply chain.
Data and Technology
Experience in the implementation of digital transformation or
new digital product development, including digital marketing and
commerce and leveraging data and technology in a consumer
products business.
Financial Acumen
Understanding of financial statements and reporting, key
drivers of financial performance, corporate finance and internal
controls.
Food and Manufacturing
Safety and Quality
Technical or managerial experience relating to food, food product
development and development and/or implementation and
management of safe practices for the sourcing, production, transport
and distribution of foods.
Governance
Experience in and commitment to the highest standards of corporate
governance, including as a non-executive director of a listed
company, large or complex organisation or government body, or
through former C-suite executive experience in a large organisation.
International Business
Experience
Experience as a senior executive in, or as a profession adviser to,
international businesses and exposure to global markets and a range
of different political, regulatory and business environments.
Leadership
Experience in a senior management position in a listed company,
large or complex organisation or government body, including
experience in leading strategy development and execution.
Health and Safety
Experience in development of health, safety and wellbeing
frameworks and risk-management tools at large organisations, or
experience in health & safety leadership positions.
People and Culture
Leadership experience in the oversight, development and
implementation of people and culture programmes at large
organisations, people management, development and succession
planning, setting remuneration frameworks and promoting diversity
and inclusion.
Risk Management
Experience in identification, assessment, monitoring and
management of material financial and non-financial risks and
understanding, implementation and overside of risk management
frameworks and controls.
Strategy
Experience in strategic oversight, including the development and
implementation of strategic plans for organisations of similar scale
and complexity.
Sustainability
Knowledge, understanding or experience in sustainable practices to
manage the impact of business operations on the environment and
community and the impact of climate change on business operations.
Industry Involvement
and Advocacy
Experience in being a leading voice within the food or consumer
goods industry.
ANNUAL REPORT 2024
Tanker bay at Synlait Dunsandel
ANNUAL REPORT 2024
PAGE 47 & 48
FINANCE REVIEW
Below is a detailed summary of Synlait’s financial result for
the 12 months ended 31 July 2024. In this finance review
Synlait’s performance is detailed under our four business
units which are:
Bulk milk powder and other bulk products sold to
manufacturers who use them in a range of applications.
INGREDIENTS
Formulated powders in bulk or consumer-ready format and
specialty nutritional ingredients that Synlait customers sell to
consumers.
ADVANCED NUTRITION
A range of fresh milk, cream and cheese products produced
and sold under the Dairyworks, Rolling Meadow and Alpine
brands.
CONSUMER
Functional UHT cream is sold to customers who turn it into
finished products for out-of-home consumption at bakeries,
cafés, beverage chains etc.
FOODSERVICE
ANNUAL REPORT 2024
PAGE 49 & 50
Ingredients
Advanced
Nutrition
Consumer
Foodservice
Total
FY24
Sales Volume (MT)
120,714
34,316
61,524
4,686
221,240
Gross Profit ($ millions)
(13.5)
67.5
30.6
(5.4)
79.2
Gross Profit/MT
(112)
1,968
497
(1,158)
358
FY23**
Sales Volume (MT)
108,856
31,971
56,999
757
198,583
Gross Profit ($ millions)
26.4
80.8
27.6
(4.3)
130.5
Gross Profit/MT
243
2,523
483
(5,665)
656
% Change
Sales Volume (MT)
11%
7%
8%
519%
11%
Gross Profit ($ millions)
(151%)
(16%)
11%
26%
(39%)
Gross Profit/MT
(146%)
(22%)
3%
80%
(46%)
Gross profit by business unit*
FINANCIAL PERFORMANCE
Sales and gross profit performance
Total revenues of $1,637 million were up $33 million or 2% driven by higher sales volumes. This was partially offset by lower
overall commodity prices, unfavourable market pricing and adverse FX conditions. Total sales volumes of 221,240 MT were
11% higher than FY23 due to the commissioning of recent upgrades at Synlait’s North Island operations, higher ingredients
production enabled by lower production of Advanced Nutrition base powders, significant traction gained in the UHT cream
market, and strong execution by Dairyworks on its export strategy. Accordingly, net production was up 6% to 213,603 MT.
Impairment of assets
During the year, we recorded a total impairment charge of $114.6m against our long-term assets primarily because of
continued underutilisation of our North Island assets and a more conservative view of the rate at which we will onboard new
demand. Refer to note 1 of the financial statements for further information on the impairment.
*
Gross profit not attributable to business units is not included.
**
To improve comparability of financial information, FY23 and FY24 amounts have been adjusted to be presented as if the change in
product costing methodology had been applied retrospectively.
Ingredients
Ingredients sales volumes returned to normal after ERP plant reliability challenges in FY23, increasing by 11% to 120,714
MT. Revenue, however, was down 4% to $634 million, impacted by lower and relative commodity prices which was partially
offset by a higher USD/NZD spot and hedge rates on higher sales volumes. Gross margin per MT was down 146% to ($112/
MT) due to a reduced lead bucket advantage, highly unfavourable FX performance, and the impact of lagged contracts.
Net production was up 12% to 120,643 MT due to a 3% increase in the volume of milk processed and lower Advanced
Nutrition base powder production, which provided higher capacity for ingredient powder production.
Consumer Foods
Sales volumes increased 8% to 61,524 MT, with revenues up 2% to $337 million due to strong execution by Dairyworks
on its export strategy while adjusting to consumer needs in the challenging NZ market. Gross margin on a per MT
basis, increased by only 3% to $497/MT primarily due to the impact of lag pricing on the fresh milk and cream business.
Production volumes were up 4,270 MT to 58,023 MT because of Dairyworks’ higher export sales and slightly higher
demand for fresh milk and cream.
Foodservice (UHT cream)
Sales volumes and revenues were up over 500% to 4,686 MT or $24 million, thanks to strong traction in the China market
and initial sales into South East Asia. Disappointingly, gross profit per MT improved but was still negative at ($1,158/MT) as a
consequence of production teething issues early in the season, higher than anticipated product write-offs during initial production
runs, and unfavourable fat pricing. Production volumes were up in response to demand, with a 192% increase to 4,421 MT.
Milk price and milk supply
Raw milk remains our most significant component of cost of goods sold.
Our final base milk price for the 2023/24 season is $7.83 per kgMS, compared to the 2022/23 base milk price of $8.22 per
kgMS. We paid an additional $0.28 per kgMS in incentive and premium payments through a2, Lead With Pride™, and winter
milk payments, increasing the average total milk price to $8.11 per kgMS, compared with $8.49 per kgMS in 2022/23.
Our contracted suppliers received a total of $24.0 million in additional value-added premiums in the 2023/24 season,
compared to $22.9 million in 2022/23.
We received 84.5 million kgMS from our contracted suppliers, 0.6 million kgMS more than FY23. Despite having five fewer farms
in the South Island and four fewer in the North Island, the increase in the milk pool is due to more favourable climate conditions
impacting positive yields. Improved plant reliability resulted in less net milk sold: FY24 5.9 million kgMS, FY23: 7.9 million kgMS.
Overall, net milk processed increased by 3%, or 2.6 million kgMS, in FY24 to 78.6 million kgMS (FY23: 76.0 million kgMS).
The base milk price in 2023/24 was $7.83/kgMS, down from $8.22/kgMS in 2022/23. Driving the decline was the 8% drop
in reference commodity prices, partially offset by a lower hedged FX rate. The 2023/24 season began with a negative
tone. In August 2023, Whole Milk Prices (WMP) prices plunged to their lowest level in seven years due to a sharp decline
in Chinese demand. While low Chinese demand for dairy imports was a constant theme through the season, global milk
production contracted in response to tight profit margins on-farm, and as a result, commodity prices improved through the
2023/24 season. Shortages and strong demand for cream commodities saw AMF and butter prices increase steadily and
break all-time highs late in FY24.
Advanced Nutrition
Advanced Nutrition sales volumes were up 7% to 34,316 MT, and revenues were up 11% to $488 million, driven by the
commissioning of recent upgrades at our North Island facilities. Advanced Nutrition gross profit per MT decreased 22% to
$1,968/MT due to softer lactoferrin pricing, lower production of base powders driving lower recoveries of manufacturing
overhead costs, and continued high levels of inventory write-downs as we continue to bed in new systems and processes.
Net production was down 22% to 30,516 MT due to FY23 seeing a stockbuild in advance of gaining approval for the SAMR
registration, rebalancing base powder inventories, and focusing on improving working capital management.
ANNUAL REPORT 2024
PAGE 51 & 52
FINANCIAL PERFORMANCE (CONTINUED)
Operating expenditure
Selling, general, and administrative (SG&A) expenses, including Dairyworks, increased by $4.7 million to $134.0 million.
Drivers of the increase were supply chain disruptions, employee and contractor costs, and higher costs at Dairyworks,
partially offset by cost savings in other areas.
During FY24, supply chain disruptions occurred which increased distribution expenses and associated costs. Increases
in employee and contractor costs were driven by inflationary wage increases to support higher North Island production
and Dairyworks was impacted by an across-the-board increase in costs and costs associated with the progression of their
export strategy. Cost savings in consultancy, legal and transaction costs relate to the one-off costs associated with the ERP
implementation in FY23; however, overall consultancy costs were still high due to a customer related dispute and Synlait’s
recapitalisation activities.
Net financing costs
Net financing costs increased $16.7 million or 44% to $55.0 million, primarily due to a significant increase in wholesale
interest rates and high debt levels.
Capitalised interest is $6.4 million lower than the prior year after the completion of the Pōkeno facility upgrades. The loss
on derecognition of financial assets, and the financing cost associated with our receivables financing programme also
increased due to an increase in wholesale interest rates. Further, interest on lease liabilities increased $1.7 million due to a
new warehouse lease in Auckland.
$ million (including Dairyworks)
FY24
FY23
(Loss) / profit before tax
(237.8)
(7.3)
Add back: net financing costs
55.0
38.3
EBIT
(182.7)
31.0
Add back: depreciation and impairment
178.6
59.7
EBITDA
(4.1)
90.7
$ million
FY24
FY23
Change
Gross term debt interest*
(24.1)
(19.1)
(5.0)
Less capitalised interest
0.2
6.6
(6.4)
Net term funding interest
(23.9)
(12.5)
(11.4)
Working capital and revolving credit interest
(19.8)
(17.1)
(2.7)
Interest received
0.6
0.3
0.3
Loss on derecognition of financial assets
(7.9)
(6.7)
(1.2)
Net short-term funding interest
(27.1)
(23.5)
(3.6)
Interest on lease liabilities
(4.0)
(2.3)
(1.7)
Net finance costs
(55.0)
(38.3)
(16.7)
EBITDA
Earnings before interest, tax, depreciation, and amortisation (EBITDA) decreased $94.8 million to ($4.1 million).
*
Gross term debt interest includes revolving credit facilities and retail bond, with some of which are classified as current debt in the
financial statements.
Foreign exchange
Management of foreign exchange exposure is one of Synlait’s key risks. Many product sales are 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 FY24, we achieved a net annual average NZD/USD export
exchange rate of 0.6268 (FY23: 0.6446).
Earnings per share and return on capital employed
Our reported basic and diluted earnings per share (EPS) were both (83.31) cents, against both basic EPS and diluted EPS of
(1.96) cents in FY23. The dilutive shares are contingently issuable shares in accordance with the Employee Share Scheme.
Synlait generated a pre-tax loss on average capital employed of (15.5%) in FY24 compared with a 2.7% return in FY23.
ANNUAL REPORT 2024
PAGE 53 & 54
FINANCIAL POSITION
We also incurred a significant cost of $30.1 million in relation to inventory write-downs and provisions for manufacturing
and quality issues – a disappointing result for FY24. We consider this level of write-downs to be unacceptable and are fully
committed to reducing these costs in FY25.
FY24
FY23
$ million
MT
$ million
MT
Synlait Milk Limited
163.1
25,567
250.3
36,026
Dairyworks Limited
46.6
5,489
52.2
6,705
Total
209.7
31,056
302.5
42,731
Overview
Net debt increased $138.1 million, because of poor trading performance and working capital movements resulting in
negative operating cashflows, as well as higher interest costs due to high debt levels and related interest rates.
Our reported net profit after tax loss of ($182.1 million) has decreased total retained earnings to $145.7 million from $327.8
million. Total shareholders’ equity decreased ($185.6 million) to $604.8 million due to the loss for the year and adverse
movement in the hedging reserves.
We will complete the refinance of our banking facilities on 1 October 2024 and welcome three new banks into the
syndicate. The refinance gives Synlait access to a broader range of services and optimised pricing to minimise financing
costs. We appreciate the continued support of our banking syndicate.
Working capital
At $144.9 million, trade and other receivables increased by $62.0 million. The increase was driven by the reclassification
of $9.8 million of receivables classified as held for sale in the prior year, fewer assigned receivables, amounts in relation to
The a2 Milk Company settlement (which will be received on 1 October 2024), and general timing differences in recognition
of revenue and receipts of customer payments. During the year, Rabobank replaced BNZ in our receivables assignment
program following BNZ’s exit from the banking syndicate in October 2023. Trade and other payables at $257.9 million were
down $23.1 million, driven primarily by reduced capital expenditure, changes in product mix, and timing differences which
have been offset by the reclassification of $42.7 million from held for sale liabilities.
Total inventory holdings decreased 16% to $209.7 million driven by a $59.5 million (4,474 MT) decrease in work in
progress inventories due to a rebalancing of infant base powder inventories and an increased focus on working capital
management, partially offset by the reclassification of inventories of $52.2 million that had been classified as held for sale
in the prior year. The recent change in product costing methodology had a significant impact on the value of Advanced
Nutrition base powders on hand due to less overhead costs being attributed to each metric tonne of production. The
change has resulted in a $17.1 million adverse impact to FY24 gross profit. Refer to the “Material events and other
significant items” section of the notes to the financial statements for further information.
Property, plant and equipment
Property, plant, and equipment, at $908.4 million, is down $84.6 million. The decrease is a consequence of total capital
expenditure of $29.8 million, depreciation of $47.6 million, impairment of $92.0 million, net disposals of $0.1 million, and
$24.3 million transferred from held-for-sale assets. The capital expenditure of $29.8 million primarily relates to routine
operational CAPEX and the commissioning of the flexible packaging line at our Pokeno site.
Equity placement
On 18 September 2024, Synlait held a special shareholders’ meeting to gain approval for an equity placement of
384,616,437 shares to Bright Dairy Holding Limited and The a2 Milk Company for total proceeds of $217.8 million. As a
result of the placement, Bright Dairy’s shareholding in the company will increase to 65.25%, with The a2 Milk Company
to retain its 19.83% shareholding. The proceeds will be used to repay debt which falls due on 1 October 2024, ensure
sufficient cash is available to repay the Group’s subordinated bond, which may be repaid early if bondholders elect to do
so. The placement will also have the beneficial impact of significantly reducing interest costs in FY25.
Operating cash flows and total net debt
Operating cash flows were at ($47.2 million), down $86.2 million from the prior year. The decrease in cash flow is attributed
to a decline in profitability year-on-year and working capital balance movements due to timing differences. Total net debt
(excluding lease liabilities) at year-end, including current and term debt facilities less cash on hand, was $551.6 million, an
increase of $138.1 million.
Cash outflow from investing activities totalled $29.6 million, a decrease of $32.3 million. The reduction in spending directly
correlates to the reduced spending on capital projects as final upgrades to Pokeno were completed at the beginning of
FY24 and the implementation of the ERP system having occurred in FY23. Interest paid and repayment of lease liabilities
totalled $60.4 million, up $12.6 million on prior year due to higher interest rates and debt levels held throughout the year.
$ million
FY24
FY23
Current debt
369.7
243.7
Term debt (carrying amount)
191.3
179.0
Transaction costs
0.9
1.1
Cash on hand
(10.3)
(10.3)
Total net debt (excluding lease liabilities)
551.6
413.5
ANNUAL REPORT 2024
PAGE 55 & 56
FINANCIAL POSITION (CONTINUED)
Derivatives
At 31 July 2024 the Group held USD $527.7 million (net) in foreign exchange contracts as detailed in note 20 of the
Financial Statements. These have been placed across a 24-month future period in accordance with our Treasury Policy.
Additionally, the Group held AUD $10.8 million in export contracts.
Due to the NZD/USD exchange rate depreciation across the last 24 months, we have mark to market unrealised losses
associated with these contracts at year-end of $6.3 million after tax, a movement of ($2.9 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, forming part of our annual average NZD/USD exchange rate in those periods.
We also have in place a nominal balance of $50.0 million of interest rate swap agreements at year-end (FY23: $30.0
million) at various weighted average interest rates. The agreements have unrealised mark-to-market loss of ($0.5 million)
after tax, a negative movement of ($1.0 million) after tax on FY23.
We continue to use dairy commodity derivatives to support the management of the risk of movement in dairy commodity
prices. However, we had no dairy commodity derivatives on hand at balance date (FY23: nil).
Most unrealised gains and losses on derivatives detailed above are deferred to the cash flow hedge reserve. Year-on-year,
there was a ($3.9 million) movement in the reserve, with a closing balance of ($2.9 million) in FY23 to ($6.8 million) in FY24.
Funding facilities and covenants
The Group has largely completed the refinancing of its syndicated banking facilities, introducing three new banks into the
syndicate. The refinance will be fully executed upon completion of the equity placement and settlement of the existing
disputes subject to arbitration with The a2 Milk Company. The new funding arrangements are summarised as follows:
1.
A working capital facility peaking at $160 million, together with a $10 million on-demand bilateral facility.
2.
A revolving credit facilities of $205 million.
3.
A term loan facility of $75 million.
All facilities, other than the on-demand bilateral facility, are seasonally adjusted with step-downs and step-ups over the
course of the facilities. The new facilities, other than the on-demand bilateral facility, mature 12 months from the closing
date of the refinancing (expected to be 1 October 2024).
The lenders of Synlait’s new banking syndicate are ANZ Bank, Bank of China, Bank of Communications, China Construction
Bank, HSBC, Industrial and Commercial Bank of China, Kiwibank and Rabobank.
Synlait has four key bank covenants in place within our new syndicated bank facility agreement. For FY25, these are:
1.
Total shareholder funds of no less than NZD $500.0 million at all times.
2.
Working capital ratio of no less than 1.2x at all times for the period from 1 August 2024 to 31 March 2025 and no less
than 1.5x at all times from 1 April 2025 to 31 July 2025.
3.
Interest coverage ratio of no less than 2.5x.
4.
Senior leverage ratio of no greater than 2.5x.
Shareholder loan
During the period, Synlait obtained a $130 million shareholder loan from its largest shareholder, Bright Dairy. The loan was
advanced to ensure that Synlait would meet a mandatory debt prepayment obligation of $130 million which fell due on 15
July 2024.
Retail bond
Synlait currently has $180 million of five-year unsecured subordinated fixed rate bonds which were listed on the NZX Debt
Market in December 2019, and mature on 17 December 2024.
Repayment is scheduled to occur on 17 December 2024, however, may occur earlier if bondholders elect to exercise their
right for early repayment upon change of control as a result of the equity placement.
ANNUAL REPORT 2024
PAGE 57 & 58
FINANCIAL AND PERFORMANCE METRICS
MILK PRICE
2019/20
2020/21
2021/22
2022/23
2023/24
kgMS collected
76,550,913
86,812,624
82,865,662
83,996,987
84,500,593
Average fat %1
4.90
4.90
4.93
4.98
5.06
Average protein %
3.98
3.97
3.98
4.00
4.05
Average lactose %
4.99
4.98
4.97
4.95
4.96
Volume of components collected (kg)
Fat
42,252,084
47,954,515
45,849,217
46,548,849
46,913,618
Protein
34,298,829
38,858,109
37,016,444
37,448,139
37,586,975
Lactose
42,977,611
48,760,985
46,179,993
46,348,501
46,009,015
Component value ($/kg)1
Fat
$8.44
$8.73
$9.43
$7.27
$7.06
Protein
$4.20
$5.02
$7.31
$8.30
$7.30
Lactose
$1.67
$1.68
$2.32
$1.87
$2.20
Component value ratio
Fat
1
1
1
1
1
Protein
0.497
0.575
0.775
1.142
1.035
Lactose
0.198
0.193
0.246
0.257
0.312
Total paid per component ($’000)
Fat
$356,689
$418,541
$432,333
$338,487
$330,999
Protein
$143,911
$194,875
$270,615
$310,926
$274,495
Lactose
$71,819
$82,137
$107,204
$86,698
$101,273
Volume charge
($32,747)
($40,118)
($39,501)
($45,656)
($45,550)
Average base milk price ($/kgMS)²
$7.05
$7.55
$9.30
$8.22
$7.83
Total incentive payment ($’000)
$19,250
$23,518
$23,802
$22,929
$24,029
Average incentive payment ($/kgMS)³
$0.25
$0.27
$0.29
$0.27
$0.28
Total average Synlait payment ($/kgMS)⁴
$7.30
$7.82
$9.59
$8.49
$8.11
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.
The 2023/24 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 2023/2024 milk season we paid out an average base milk price of $7.83 per kgMS with an
average additional incentive payment of $0.28 per kgMS.
Key Financial Metrics1
Currency as stated (in millions)
FY20
FY21
FY22
FY23
FY24
Income statement
Revenue
1,302.0
1,367.3
1,660.6
1,603.6
1,636.9
Gross profit
203.7
67.3
146.8
144.0
56.0
EBITDA2
169.6
37.3
131.5
90.7
(4.1)
EBIT2
122.0
(17.7)
65.1
31.0
(182.7)
NPAT
74.3
(28.5)
38.5
(4.3)
(182.1)
Revenue (USD per MT)
4,435
4,162
4,951
5,205
4,637
Gross profit per MT (NZD)
1,043
308
650
725
253
EBIT per MT sold (NZD)
625
(81)
288
156
(823)
Net cash from / (used in) operating activities
103.8
15.9
232.9
39.0
(47.2)
Balance sheet
Capital employed
1,128.2
1,244.0
1,090.3
1,203.9
1,156.4
Net operating assets3
1,040.5
1,152.3
995.2
1,205.3
1,125.2
Return on net operating assets
14.6%
(1.6%)
6.1%
2.8%
(15.7%)
Net return on capital employed (pre-tax)
12.5%
(1.5%)
5.6%
2.7%
(15.5%)
Debt / debt + equity (excl. derivatives)
47.2%
38.7%
30.0%
34.3%
47.5%
Net debt / EBITDA5
3.1
12.9
2.6
4.6
(132.9)
Earnings per share
41.45
(13.77)
17.62
(1.96)
(83.31)
Average FX conversion rate (NZD:USD)
0.6651
0.6659
0.6732
0.6446
0.6268
Base milk price
7.05
7.55
9.30
8.22
7.83
Total milk price (kgMs)4
7.30
7.82
9.59
8.49
8.11
Key operational metrics
Sales (MT)
Ingredients
97,561
125,914
132,481
108,856
120,714
Nutritionals
52,871
34,362
33,506
31,971
34,316
Consumer
44,818
58,483
59,786
56,999
61,524
Foodservice
-
-
-
757
4,686
Total sales (MT)
195,250
218,759
225,773
198,583
221,240
Production (net production) (MT)
Ingredients
94,188
138,971
122,330
108,010
120,643
Nutritionals
63,857
20,990
31,016
39,159
30,516
Consumer foods
44,744
55,088
52,894
53,753
58,023
Foodservice - UHT
-
-
-
1,514
4,421
Total production (MT)
202,788
215,049
206,240
202,436
213,603
Milk purchases ('000 kg MS)
Milk purchased from contracted supply
76,551
86,814
82,978
83,929
84,499
Milk purchased from other suppliers
(6,079)
(4,077)
(4,044)
(7,922)
(5,919)
Total milk purchases ('000 kg MS)
70,472
82,737
78,934
76,007
78,580
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 Finance Review on page 53.
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,
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.
⁵ Net debt calculation excludes lease liabilities.
¹ Rounded to two decimal places.
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 2024
PAGE 59 & 60
ANNUAL REPORT 2024
Synlait Milk Limited
Financial Statements
for the year ended 31 July 2024
Page
Directors' responsibility statement
63
Financial statements
Income statement
64
Statement of comprehensive income
65
Statement of changes in equity
66
Statement of financial position
67
Statement of cash flows
68
Notes to the Financial Statements
69
Performance
75
1 Impairment of assets
76
2 Discontinued operation
79
3 Revenue recognition
80
4 Segment reporting
81
5 Expenses
83
6 Reconciliation of loss after income tax to net cash outflow from operating activities
84
Working capital
85
7 Trade and other receivables
86
8 Inventories
88
9 Trade and other payables
90
Long term assets
91
10 Property, plant and equipment
92
11 Biological assets
94
12 Intangible assets
95
13 Leases
97
Debt and equity
100
14 Finance income and expenses
101
15 Loans and borrowings
102
16 Other non-current liabilities
104
17 Share capital
104
18 Share based payments
105
19 Reserves and retained earnings
106
Financial risk management
108
20 Financial risk management
109
21 Financial instruments
115
Other
119
22 Income tax
120
23 Other investments
123
24 Related party transactions
123
25 Contingencies
126
26 Commitments
126
27 Events occurring after the reporting period
126
28 Other accounting policies
126
Auditor's report
127
CONTENTS
PAGE 61 & 62
DIRECTORS’ RESPONSIBILITY STATEMENT
INCOME STATEMENT
For the year ended 31 July 2024
ANNUAL REPORT 2024
PAGE 63 & 64
The accompanying notes form part of and are to be read in conjunction with these financial statements.
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) Co., Ltd, Dairyworks Limited, Synlait Milk (Holdings) No.1 Limited, and Synlait Milk (Dunsandel Farms)
Limited (together "the Group") as set out on pages 64-126 for the year ended 31 July 2024.
The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group as
at 31 July 2024 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.
George Adams
Paul Washer
Chair
Independent Director
30 September 2024
30 September 2024
2024
2023
Notes
$'000
$'000
Revenue
3
1,636,858
1,603,580
Cost of sales
5
(1,580,844)
(1,459,588)
Gross profit
56,014
143,992
Other income
3
9,828
16,333
Sales and distribution expenses
5
(58,025)
(48,316)
Administrative and operating expenses
5
(75,985)
(74,195)
One-off ERP implementation costs
5
-
(6,794)
Impairment of non-current assets
1
(114,564)
-
(Loss) / earnings before net finance costs and income tax
(182,732)
31,020
Finance expenses
14
(47,689)
(31,844)
Finance income
14
585
310
Loss on derecognition of financial assets
14,7
(7,916)
(6,743)
Net finance costs
(55,020)
(38,277)
(Loss) / profit before income tax for the year
(237,752)
(7,257)
Income tax benefit / (expense)
22
55,641
2,965
(Loss) / profit after tax for the year
(182,111)
(4,292)
Earnings per share
Basic earnings per share (cents)
17
(83.31)
(1.96)
Diluted earnings per share (cents)
17
(83.31)
(1.96)
ANNUAL REPORT 2024
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 July 2024
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 July 2024
The 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.
2024
2023
Notes
$'000
$'000
(Loss) / profit for the period
(182,111)
(4,292)
Items that may be reclassified subsequently to profit and loss
Effective portion of changes in fair value of cash flow hedges
20
(5,401)
64,405
Exchange differences on translation of foreign operations
40
(19)
Income tax benefit / (expense) on other comprehensive income
22
1,511
(18,033)
Total items that may be reclassified subsequently to profit and loss
(3,850)
46,353
Other comprehensive income for the year, net of tax
(3,850)
46,353
Total comprehensive income for the year
(185,961)
42,061
Group
Share
capital
Employee
Benefits
Reserve
Hedging
reserves
Foreign
currency
translation
reserve
Retained
earnings
Total
equity
Notes
$'000
$'000
$'000
$'000
$'000
$'000
Equity as at 1 August 2022
464,774
818
(49,296)
22
332,078
748,396
(Loss) / profit for the year
-
-
-
-
(4,292)
(4,292)
Other comprehensive income
Effective portion of changes in fair value
of cash flow hedges
20
-
-
64,405
-
-
64,405
Exchange differences on translation of
foreign operations
-
-
-
(19)
-
(19)
Income tax on other comprehensive
income
20,22
-
-
(18,033)
-
-
(18,033)
Total other comprehensive income
-
-
46,372
(19)
-
46,353
Employee benefits reserve
17,18
-
(83)
-
-
-
(83)
Total contributions by and
distributions to owners
-
(83)
-
-
-
(83)
Equity as at 31 July 2023
464,774
735
(2,924)
3
327,786
790,374
Equity as at 1 August 2023
464,774
735
(2,924)
3
327,786
790,374
(Loss) / profit for the year
-
-
-
-
(182,111)
(182,111)
Other comprehensive income
Effective portion of changes in fair value
of cash flow hedges
20
-
-
(5,401)
-
-
(5,401)
Exchange differences on translation of
foreign operations
-
-
-
40
-
40
Income tax on other comprehensive
income
20,22
-
-
1,511
-
-
1,511
Total other comprehensive income
-
-
(3,890)
40
-
(3,850)
Employee benefits reserve
17,18
-
385
-
-
-
385
Total contributions by and
distributions to owners
-
385
-
-
-
385
Equity as at 31 July 2024
464,774
1,120
(6,814)
43
145,675
604,798
PAGE 65 & 66
ANNUAL REPORT 2024
STATEMENT OF FINANCIAL POSITION
As at 31 July 2024
STATEMENT OF CASH FLOWS
For the year ended 31 July 2024
The 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.
2024
2023
Notes
$'000
$'000
ASSETS
Current assets
Cash and cash equivalents
10,273
9,290
Trade and other receivables
7
144,922
82,941
Intangible assets
12
5,149
2,805
Goods and services tax refundable
298
2,711
Prepayments
27,775
9,879
Inventories
8
209,702
250,252
Derivative financial instruments
20,21
3,389
16,339
Current tax asset
5,233
3,271
Assets classified as held for sale
2
-
177,881
Total current assets
406,741
555,369
Non-current assets
Property, plant and equipment
10
908,443
992,996
Biological assets
11
3,597
3,906
Intangible assets
12
75,834
77,747
Goodwill
12
58,163
6,026
Other investments
23
1,860
935
Derivative financial instruments
20,21
39
6,427
Right-of-use assets
13
39,338
42,204
Total non-current assets
1,087,274
1,130,241
Total assets
1,494,015
1,685,610
LIABILITIES
Current liabilities
Trade and other payables
9
257,896
280,954
Loans and borrowings
15
369,701
243,727
Derivative financial instruments
20,21
8,385
26,862
Lease liabilities
13
6,327
5,200
Liabilities classified as held for sale
2
-
60,611
Total current liabilities
642,309
617,354
Non-current liabilities
Loans and borrowings
15
191,255
178,998
Deferred tax liabilities
22
187
54,685
Derivative financial instruments
20,21
4,453
-
Lease liabilities
13
47,752
41,693
Other non-current liabilities
16
3,261
2,506
Total non-current liabilities
246,908
277,882
Total liabilities
889,217
895,236
Net assets
604,798
790,374
Equity
Share capital
17
464,774
464,774
Reserves
19
(5,651)
(2,186)
Retained earnings
19
145,675
327,786
604,798
790,374
Total equity attributable to equity holders of the Group
604,798
790,374
Total liabilities and equity
1,494,015
1,685,610
2024
2023
Notes
$'000
$'000
Cash flows from operating activities
Cash receipts from customers
1,576,411
1,608,110
Cash paid for milk purchased
(788,435)
(720,926)
Cash paid to other creditors and employees
(833,132)
(851,255)
Net movement in goods and services tax
865
4,486
Income tax (refunds) / payments
(2,900)
(1,378)
Net cash (outflow) / inflow from operating activities
6
(47,191)
39,037
Cash flows from investing activities
Interest received
585
311
Acquisition of property, plant and equipment
(28,539)
(48,821)
Proceeds from sale of property, plant, and equipment
753
584
Acquisition of intangible assets
(2,363)
(16,074)
Proceeds from sale of New Zealand Units
-
3,072
Livestock trading
855
(197)
Acquisition of interest in joint venture
(925)
(825)
Net cash outflow from investing activities
(29,634)
(61,950)
Cash flows from financing activities
Receipt of shareholder loan
15
130,000
-
Receipt of borrowings
35,646
15,777
Net movement in working capital facility
(27,572)
51,589
Interest paid
(55,385)
(44,306)
Repayment of lease liabilities
(5,916)
(4,400)
Net cash inflow from financing activities
76,773
18,660
Net decrease in cash and cash equivalents
(52)
(4,253)
Cash and cash equivalents at the beginning of the financial year
9,290
14,493
Cash and cash equivalents reclassified from held for sale assets
981
-
Effects of exchange rate changes on cash and cash equivalents
54
31
Cash included in assets held for sale
-
(981)
Cash and cash equivalents at end of year
10,273
9,290
PAGE 67 & 68
ANNUAL REPORT 2024
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) Co., Ltd, Dairyworks 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.
These classifications had no effect on the reported results of operations. In addition, comparative period information has
been represented to include amounts previously relating to discontinued operations (refer to note 2 for further information).
The financial statements were authorised for issue by the Directors on 30 September 2024.
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 each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates. 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 (note 7), the
assessment of impairment of inventory (note 8), the assessment of impairment of property plant and equipment (note 1),
and the assessment of impairment for goodwill and any other intangible assets (note 1). The individual notes in the financial
statements provide additional information.
Material events and other significant items
Impairment
An impairment charge of $50.3m was recorded at 31 January 2024 as a consequence of a revised view of margins and
volumes expected to be achieved over the forecast period on which goodwill impairment testing was based, as well as
continued underutilisation of the Group's North Island facilities. Refer to note 1 for further information.
Synlait's financial performance and continued underutilisation of Synlait's North Island assets has resulted in a further
impairment charge of $64.2m as at 31 July 2024, resulting in total impairment of $114.6m in the 2024 financial year.
Strategic review of North Island assets
On 2 April 2024, the Group announced it was undertaking a strategic review of its North Island assets to determine
whether it would continue with or dispose of the operations. On 9 September 2024 the Group announced it had completed
the strategic review with a decision made to refocus the North Island operations to produce Advanced Nutrition products
which do not require raw milk.
The cessation of processing raw milk will not result in any material one-off expenditure in the 2025 financial year and has
been considered within the impairment test for the Synlait North Island CGU.
Dairyworks sale
At 31 January 2024, the Group recognised a $31.1m loss on measurement to fair value less costs of disposal in respect of
the Dairyworks business which was classified as held for sale. In the fourth quarter of 2024, the Group decided to exit the
sales process due to offers not being at an acceptable level. Consequently, the $31.1m loss on measurement was reversed
less any depreciation which would have otherwise accumulated during the period in which Dairyworks was classified as
held for sale. This reversal was recorded as it was determined that the recoverable value (value in use) of the net assets
was higher than their carrying value at initial classification to held for sale assets, adjusted for depreciation which otherwise
would have been recorded during the period in which the net assets were classified for sale.
Material change in accounting estimate
During the period, the Group adopted a new inventory costing methodology which has been determined to be a change in
accounting estimate in accordance with NZ IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" and
accounted for prospectively.
The new methodology has been designed to reflect a cost of production specific to the cost base of the asset used in that
production. This has resulted in an increase in overhead costs attributed to ingredient products, reflecting Synlait utilising
nutritional-grade facilities for ingredients production. The change in estimate has resulted in a significant one-off impact in
the current financial period ($17.1m reduction in gross profit) due to a significantly higher level of overhead costs attributed
to opening work-in-progress inventories of Advanced Nutrition base powders.
Arbitration and disputes with The a2 Milk Company
During the period the Group was in arbitration with The a2 Milk Company over a number of matters. On 16 August 2024,
the Group reached a conditional settlement with The a2 Milk Company. Key details of the settlement include:
• The a2 Milk Company will make a one-off payment to the Group in the order of $24.75 million. This payment includes
amounts that had been withheld from payment and were waiting for resolution of matters in dispute.
• The Group will make an additional SAMR slot at Dunsandel available to The a2 Milk Company for a potential new China
label registered product. The a2 Milk Company and the Group will work together to develop the new product, prepare the
SAMR registration dossier and seek registration from SAMR by December 2029.
• The Group has agreed the exclusivity it has under the Nutritional Powders Manufacturing and Supply Agreement
(NPMSA) for a2 Platinum® and other nutritional products will cease to apply from 1 January 2025.
• The Group acknowledges that The a2 Milk Company is developing manufacturing capability and could move volumes
away from the Group when it has the capability to do so. The exception to this is China Infant Formula products which must
be produced in the Group's Dunsandel facility through the SAMR registration the Group continues to hold (this is due to
expire in September 2027).
• The settlement is conditional on the Group completing an equity placement and refinancing our existing banking
facilities.
PAGE 69 & 70
ANNUAL REPORT 2024
Material events and other significant items (continued)
Refinancing of debt facilities and shareholder loan
The Group has substantially completed the refinancing of its debt facilities with a revised banking syndicate which sees
Kiwibank, Bank of Communications, and Industrial and Commercial Bank of China added to the syndicate. The facilities are
expected to become available on 1 October 2024 pending completion of the equity placement and the settlement of the
dispute and other matters with The a2 Milk Company.
During the year, the Group also received a $130m shareholder loan from Bright Dairy, its largest shareholder, to ensure the
Group would meet its mandatory $130m debt prepayment obligation which fell due on 15 July 2024. Refer to note 15 for
further information on the updated facilities and shareholder loan.
Equity placement
On 18 September 2024 the Group held a special shareholders' meeting to gain approval for an equity placement of
384,616,437 common shares for $217.8m to Bright Dairy and The a2 Milk Company. Approval was gained, which will result
in Bright Dairy and The a2 Milk Company holding 65.25% and 19.83% of the Group's common shares, respectively, and
triggering a change of control under the NZX Takeovers Code. The proceeds will be used to repay debt which falls due on 1
October 2024 and to secure the new banking facilities which will ensure sufficient cash is available to repay the
subordinated bond that falls due on 17 December 2024, some of which may be repaid early if bondholders exercise their
right to demand early repayment upon change of control.
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, and impairment of intangible assets (NZUs). No significant impacts were noted during the
period.
Going concern
At 31 July 2024, the Group recorded an after-tax loss for the year of ($182.1m), operating cash flows of ($47.2m), current
liabilities exceeding current assets by ($235.6m), with loans and borrowings of $369.7m due for repayment within 12
months. This includes syndicated senior debt of $189.7m and unsecured retail bonds of $180m.
In preparing these financial statements, the Directors have conducted a comprehensive assessment of certain events,
conditions, and related uncertainties.
The Group has previously communicated a number of uncertainties, some of which were material, which arose primarily
because of:
A slow recovery in business performance which impacted short-term cash flows
During the year, the Group announced downgrades to previous guidance. The downgrades were because of lower-than-
forecast sales volumes of Advanced Nutrition and UHT cream products, margin compression, inventory management
issues, high financing costs incurred, and higher than forecast manufacturing costs due to low utilisation of the North
Island plants and cost pressures. Also impacting performance were unfavourable effective foreign exchange rates, the
one-off impact of a change in product costing methodology, and a supply chain disruption which resulted in significant
one-off cost. The Group also recognised an impairment charge of $114.6m, driven primarily by the North Island
business’s underutilisation and loss making Ingredients unit.
The Directors and management have been engaged in an urgent process to improve trading performance and financial
position. Measures include a restructuring of the Group’s leadership team, initiating a cost-out programme, and a
significant focus on operational and sales performance. Significant effort has also been put into addressing operational
delays which resulted in lower-than-expected sales of Advanced Nutrition products, and on a re-launch of the Group’s
UHT cream products for which current year demand was impacted by production issues and delays with initial product
runs. The Group also remained committed to deleveraging, with recapitalisation imminent which will significantly reduce
net debt and financing costs. The one-off supply chain disruption which occurred is considered an unusual event and is
not forecast to repeat. The Group also continues to focus heavily on business development and onboarding new
Advanced Nutrition customers.
Going concern (continued)
The Group has completed its North Island strategic review, which should improve earnings performance through the
cessation of dairy ingredients manufacturing operations in the North Island, enabling increased focus on execution of
new plant-based manufacturing capabilities, and development and launch of products for new customers.
Trading performance is expected to improve significantly over the remainder of calendar year 2024 however will remain
at below historical levels over the coming 24 months as new demand materialises at a more modest rate than previously
forecast. The Directors consider that the Group’s forecasts for the 2025 and 2026 financial years have been formed on a
reasonable basis and sufficiently stress tested for unexpected degradation of performance.
While significant effort is being put into ensuring there isn’t a recurrence of poor financial performance as seen in recent
years, the Directors acknowledge that a level of inherent uncertainty will continue to exist until the Group can
demonstrate a marked improvement in trading performance. When considered in conjunction with the Group’s ability to
refinance on acceptable terms in the future, this represents a material uncertainty, as further described in the following
paragraphs.
Retention of milk supply
During the second half of the 2024 financial year the Group received a significant number of milk supplier cessation
notices (“ceases”) from its farmer suppliers. The ceases represent the majority of the Group’s milk pool, with most ceases
set to take effect for the 2027 financial year (2026/2027 milk season).
The Directors are highly appreciative of the position that its farmers have been in, and fully acknowledge the implied risk
that Synlait’s recent performance and financial position have presented to their businesses and believe that the farmers
have not acted unreasonably by submitting cessation notices.
The Directors believe that the recapitalisation of the business as detailed below and forecast improvement in
performance will provide the Group’s farmer suppliers with confidence that Synlait will continue to make good on its
payment obligations to the farmers. In addition, the Group has announced a farmer retention payment which will become
payable to all existing and new South Island farmers who are not under cease at 31 May 2025 totalling 20 cents per
kilogram of milk solids, with the payment to be made in August 2025. The Directors consider that this proposed
payment combined with a highly competitive milk price, a deleveraged balance sheet, and improved financial
performance will encourage a significant majority of farmers currently under cease to revoke their ceases. The Group will
investigate launching a farmer loyalty program which will aim to avoid cease notices at scale in the future.
The Directors acknowledge that despite plans to ensure sufficient future milk supply, the previously communicated level
of ceases will instil a degree of uncertainty in the Group’s stakeholders. In a scenario where all current ceases
materialise, it is likely that the Group would be required to record a significant impairment against its South Island assets.
The viability of the Group’s South Island operations would also be threatened. However, the Directors consider that a
material uncertainty in respect of future milk supply does not yet exist due to most current ceases not materialising until
June 2026 which affords the Group adequate time to demonstrate to suppliers that the Group is a viable and highly
competitive long-term purchaser of milk.
Significant levels of debt due for repayment in the short-term which would not be possible to repay without additional
support from shareholders or from other sources of capital
The Directors previously communicated the Group’s ability to continue trading as a going concern would also continue
to be subject to a material level of uncertainty without a significant capital injection – either through an equity raise, a
restructuring of the Group’s debt facilities, or a combination of both.
After extensive consultation over the second half of the year, the Directors formed a view that raising equity, through a
placement to the Group’s two largest shareholders, Bright Dairy and The a2 Milk Company, would result in the greatest
certainty over reducing the Group’s debt in the shortest timeframe and at the most favourable price compared to
alternative structures.
The equity placement gained a high level of support at a Special Shareholders meeting held on 18 September 2024,
with proceeds of approximately $217.8m to be received on 1 October 2024. The proceeds will be used to immediately
repay facilities which fall due on 1 October 2024 and to provide certainty to bondholders whose bonds, which have a
redemption value of $180m, will mature on 17 December 2024. The equity placement will also result in a change of
control which will trigger an option at the discretion of bondholders for early repayment of the bonds.
Participation in the equity placement by The a2 Milk Company, refinancing of the Group’s syndicated banking facilities,
and the settlement of the dispute and other matters with The a2 Milk Company are all inter-conditional, meaning that if
one does not succeed, all would fail. On the date of issue of these financial statements, the Directors are not aware of
any conditions, events, or circumstances which would threaten the imminent completion of deleveraging, refinancing,
and settlement of the dispute with The a2 Milk Company.
PAGE 71 & 72
ANNUAL REPORT 2024
Going concern (continued)
Further information on the new banking facilities is included in note 15 to the financial statements. The facilities have
been executed and will become unconditionally available on 1 October 2024. Sensitivity testing has been performed in
respect of proposed covenants and the Directors are satisfied that there is sufficient headroom in the covenants to
insulate from any reasonable or likely degradation in trading performance.
However, the Director's note that to ensure the facilities, which mature on 1 October 2025, can be refinanced for the
2026 financial year, the Group will need to deliver against financial forecasts through an improvement in trading
performance and ensure that a sufficient level of milk supply ceases are removed to ensure that the Group’s South
Island operations remain financially viable.
Poor trading performance or a lack of progress in obtaining removals of farmer supplier cessation notices may preclude
a successful future refinance of the Group’s banking facilities on acceptable terms. An inability to refinance may result in
the Group having to consider securing further debt or equity financing through alternative means or initiating a formal
insolvency process. Until such time the Group demonstrates a marked improvement in trading and security over future
milk supply, material uncertainty will continue to exist over the Group’s ability to remain a going concern.
Dispute with The a2 Milk Company
The Directors have expressed uncertainty over the outcome of a previously communicated dispute with The a2 Milk
Company over its notice of cancellation of exclusivity and other matters. During the period, the Group settled with The
a2 Milk Company with the key outcomes being a confirmed participation by The a2 Milk Company in an equity
placement, but with a loss of exclusivity for the production and supply of a2 Platinum® and other nutritional products,
taking effect from 1 January 2025. The Group expects to continue to manufacture all China label product for The a2 Milk
Company and also reserve a second SAMR slot.
The Group has reflected the potential impact of the loss of exclusivity in its cashflow forecasts for both liquidity and
impairment testing purposes. While the loss of exclusivity will adversely impact future cashflows, the Directors remain
confident that the impact of any lost volumes will be offset with new business development and continued volume
growth of the Group’s UHT cream and plant-based nutritionals products.
A protracted Dairyworks sale process
The Group has previously communicated there was a material uncertainty around the timing and outcome of the
proposed sale of Dairyworks and the impact it would have on the Group’s ability to make good on an obligation to repay
a mandatory $130m debt repayment.
On 11 July 2024, the Group obtained approval for a shareholder loan from the Group’s largest shareholder, Bright Dairy.
The shareholder loan was used to repay the $130m prepayment obligation after Dairyworks was removed from sale.
Further information on the terms of the loan can be found in note 15 to the financial statements. The Directors consider
that there is no longer a material uncertainty in respect of this specific matter.
Conclusion
The Directors are satisfied that for the 12 months following the release of these financial statements, the Group will
generate sufficient cashflows and have sufficient headroom in banking facilities to make good on its obligations to all
creditors, including its banking syndicate, bond holders, and farmer suppliers - including in a situation where trading
performance declines moderately below current forecasts.
While the future will always be uncertain, the imminent recapitalisation of the business, increased level of support from the
Group’s majority shareholders, Bright Dairy, business development opportunities which are progressing, and a significant
focus on retaining milk supply have provided the basis necessary for the Directors to conclude that it is appropriate to
prepare the Group’s financial statements on a going concern basis.
However, the recovery in business performance will not occur at rates previously expected, and the Group will continue to
be subject to uncertainty with respect to access to capital until such time there is marked improvement in trading
performance and a significant reversal of milk supply cessations, which remains uncertain. These matters constitute
material uncertainties related to events or conditions that may cast significant doubt upon the Group’s ability to continue as
a going concern. If improvements in financial performance and future milk supply are not achieved, the Group may be
unable to realise its assets and discharge its liabilities in the normal course of business.
The financial statements do not include any adjustments which may be required if the Group is unable to continue as a
going concern.
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.
Material accounting policies
Accounting policies, accounting estimates and judgements that summarise the measurement basis used and are material 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
Amendments to NZ IAS 1 and IFRS Practice Statement 2 - Disclosure of Material Accounting Policies
The Group adopted Disclosure of Accounting Policies (Amendments to IAS 1 and NZ IFRS Practice Statement 2) effective 1
August 2023. The amendments require disclosure of material accounting policy information, instead of significant
accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting
policies, as well as the disclosure of entity-specific accounting policy information that is more relevant for the users'
understanding of financial statements than generic boilerplate disclosures. The amendments did not result in any
significant changes to the accounting policies disclosed within these financial statements.
Amendments to IAS 12 - International Tax Reform Pillar Two Model Rules
The Group adopted the International Tax Reform Pillar Two Model Rules (amendments to IAS 12) effective 1 August 2023.
The amendments provide a temporary and mandatory exemption from deferred tax accounting, which applies
retrospectively and require new disclosures in the financial statements in relation to the implementation of Pillar Two Model
Rules published by the Organisation for Economic Co-Operation and Development (OECD). The Group has applied the
exemption with immediate effect. Further information on the position of the Group as at 31 July 2024 is provided in note 22.
Standards, amendments and interpretations to existing standards that are not yet effective
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements to improve reporting of
financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements
from IAS 1 unchanged and introduces increased disclosure of management defined performance measures as well as new
principles for aggregation and disaggregation of information included in the consolidated income statement. IFRS 18 is
applicable to the Group beginning on 1 August 2027. The Group is currently evaluating the impact of the adoption of IFRS
18 on its consolidated financial statements.
NZ CS 1, CS 2, CRDC - Climate related disclosures
In December 2022, The External Reporting Board (‘XRB’) of New Zealand issued Aotearoa New Zealand Climate Standards,
a new climate related disclosure framework. Three new standards have been issued: NZ CS 1 Climate related Disclosures,
NZ CS 2 Adoption of Climate related Disclosures, and NZ CS 3 General Requirements for Climate related Disclosures. The
guidance is 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 will release its first climate-related disclosure (CRD) on its website (synlait.com) prior to 30th November 2024.
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.
PAGE 73 & 74
ANNUAL REPORT 2024
PERFORMANCE
01. IMPAIRMENT OF ASSETS
This section covers the Group’s financial performance and includes the following notes:
Page
1
Impairment of assets
76
2
Discontinued operation
79
3
Revenue recognition
80
4
Segment reporting
81
5
Expenses
83
6
Reconciliation of loss after income tax to net cash outflow from operating activities
84
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.
Summary of impairment charges
Total impairment of $114.6m has been recognised in the 2024 financial year. This comprises of $50.3m recognised at 31
January 2024 and $64.2m recognised at 31 July 2024. The impairment charges have been driven primarily by continued
underutilisation of the Group's North Island assets. The impairment charges have given rise to a deferred tax asset (and
increase in tax benefit) of $28.4m.
Goodwill impairment test at 31 January 2024
The Group recognised a $50.3m impairment charge as a result of the Synlait goodwill impairment test at 31 January 2024.
Impairment at
31 January
2024
(Unaudited)
Balance sheet line item
$'000
Net working capital
-
Goodwill
(6,026)
Property, plant, and equipment
(35,682)
Biological assets
-
Intangible assets
(5,607)
Right-of-use assets
(3,028)
Total
(50,343)
The majority of this impairment charge was allocated to North Island assets because of underutilisation.
PAGE 75 & 76
ANNUAL REPORT 2024
01. IMPAIRMENT OF ASSETS (CONTINUED)
01. IMPAIRMENT OF ASSETS (CONTINUED)
Impairment tests of assets as at 31 July 2024
As at 31 July 2024, the South Island and North Island Synlait CGUs have been tested for asset impairment because of a
significant divergence between the Group's market capitalisation and net asset value and multiple profit downgrades which
occurred during the year constituting indicators of impairment. The Dairyworks CGU has been tested for impairment
because goodwill is allocated to the CGU.
(a) Synlait North Island CGU
The North Island CGU has been impairment tested by an independent valuer. The value-in-use was modelled using an 8
year cashflow forecast determined by the independent valuer and subjected to a discount rate which was 200 basis points
higher than the South Island CGU's discount rate to take into account asset specific risk factors. A terminal growth rate of
2.5% has been applied to reflect the North Island CGU's exposure to the high growth Adult Nutritional and Southeast Asia
markets. The value-in-use was determined to be higher than the fair value less costs of disposal.
Key assumption
31 July 2024
Methodology adopted
Value in use
Annual revenue growth rates within forecast operating cashflow
3.5% - 30.9%
Allowance for increase in expenses within forecast operating cash flow
3.6% - 24.9%
Post tax discount rate
10.9%
Pre tax discount rate
14.4%
Terminal growth rate
2.5%
Calculation of North Island CGU impairment:
The North Island impairment charge has been calculated as follows:
31 July 2024
$'000
Carrying amount
421,283
Recoverable value based on value in use
357,062
Impairment
64,221
Allocation of North Island CGU impairment:
The North Island CGU impairment charge has been allocated against the CGU's assets as follows:
Carrying
amount at 31
July 2024
prior to
impairment
Impairment at
31 July 2024
Carrying
amount at 31
July 2024
Balance sheet line item
$'000
$'000
$'000
Net working capital
38,159
-
38,159
Goodwill
-
-
-
Property, plant, and equipment
339,417
(56,870)
282,547
Intangible assets
12,173
(2,039)
10,134
Right of use assets
31,534
(5,312)
26,222
Total
421,283
(64,221)
357,062
The impairment charge of $64.2m is in addition to the $50.3m impairment charge recognised in the Group's interim 2024
financial statements.
The impairment charge has given rise to a deferred tax asset of $16.0m and has increased the income tax benefit for the
period by a corresponding amount. This is in addition to the $12.4m deferred tax asset (and income tax benefit) which was
recognised in the Group's interim financial statements, of which $11.2m related to the impairment charge allocated to the
North Island CGU. In total, a deferred tax benefit of $27.2m has been recognised in the 2024 financial year in respect of
impairment charges allocated to the North Island CGU.
Sensitivity analysis:
The recoverable amount is highly sensitive to small movements within the key assumptions. The following table
demonstrates the sensitivities at 31 July 2024:
Change in key assumption
Impact on estimated recoverable amount
Increase/(decrease)
$'000
50 basis point increase in discount rate
(21,435)
50 basis point decrease in discount rate
24,141
50 basis point decrease in terminal growth rate
(13,146)
50 basis point increase in terminal growth rate
14,810
5% decrease within forecast cash flows
(21,538)
5% increase within forecast cashflows
21,596
(b) Synlait South Island CGU
The impairment test for the South Island CGU is based on a value-in-use (VIU) calculation which uses 5 year cash flows
based on Board approved business plans and is discounted based on a CGU specific weighted average cost of capital
(WACC) as determined by an independent third party. The value-in-use model assumes that milk supply for the South Island
CGU will decrease to 60m KgMS in the 2027 financial year, and then increase to, and remain at, 65m KgMS for the 2028
financial year onwards. The discounted cash flow was modelled using the following key assumptions:
Key assumption
31 July 2024
Methodology adopted
Value in use
Annual revenue growth rates within forecast operating cashflow
(8.1%) - 6.1%
Allowance for increase in expenses within forecast operating cash flow
(7.0%) - 7.0%
Post tax discount rate
8.9%
Pre tax discount rate
11.4%
Terminal growth rate
2.5%
There was no further impairment charge recognised at 31 July 2024.
(c) Dairyworks CGU
The impairment test for the Dairyworks CGU is based on a value-in-use (VIU) calculation which uses 5 year cash flows
based on Board approved business plans and is discounted based on a CGU specific weighted average cost of capital
(WACC) as determined by an independent third party. The discounted cash flow was modelled using the following key
assumptions:
Key assumption
31 July 2024
31 July 2023
Methodology adopted
Value in use
Value in use
Annual revenue growth rates within forecast operating cashflow
2.5% - 9.5%
3.7% - 7.9%
Allowance for increase in expenses within forecast operating cash flow
2.4% - 9.7%
0.7% - 8.1%
Post tax discount rate
8.7%
8.6%
Pre tax discount rate
11.5%
11.5%
Terminal growth rate
2.5%
2.0%
PAGE 77 & 78
ANNUAL REPORT 2024
02. DISCONTINUED OPERATION
03. REVENUE RECOGNITION
01. IMPAIRMENT OF ASSETS (CONTINUED)
02. DISCONTINUED OPERATION (CONTINUED)
There is no impairment of the Dairyworks CGU at 31 July 2024. The Dairyworks CGU impairment did not indicate any
impairment from likely or reasonable movements in key assumptions.
(d) Dairyworks Indefinite Life Intangibles
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 2024 are based on a percentage of revenue. The impairment testing was
modelled using the following key assumptions:
Key assumption
31 July 2024
31 July 2023
Methodology adopted
Relief from royalty Relief from royalty
Annual revenue growth rates
(32.4%) - 14.2%
5.1% - 12.6%
Allowance for increase in expenses
2% - 4%
2% - 4%
Royalty rate
3.75% - 4.25%
3.75% - 4.25%
Pre-tax discount rate
13.4%
13.5%
Terminal growth rate
2.5%
2.5%
There is no impairment of Dairyworks indefinite life intangibles at 31 July 2024.
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally
through a sale transaction rather than through continuing use and a sale is considered highly probable. Key judgement is
applied in determining whether a sale is highly probable.
Non-current assets (or disposal groups) are measured at the lower of their carrying amount and fair value less costs to sell.
A key estimate is applied in determining fair value less costs of disposal.
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less
costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group),
but not in excess of any cumulative impairment loss previously recognised.
Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are
classified as held for sale.
Non-current assets and liabilities classified as held for sale are presented separately from the other assets in the balance
sheet.
A discontinued operation is a component of the Group that has been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area of operations and is part of a single coordinated plan to
dispose of such a line of business or area of operations. The results of discontinued operations are presented separately in
the statement of profit or loss.
On 2 June 2023 the Group announced its intention to divest its subsidiary, Dairyworks Limited, which specialises in the
production and sale of consumer-packaged cheese and butter products. The divestment decision was made in connection
with the Group's recently completed strategy review which resulted in an increased focus on the Group's Advanced
Nutrition and Foodservice (UHT cream) business units. As a consequence the associated assets and liabilities of Dairyworks
Limited comprised a disposal group at 31 July 2023, with the results of Dairyworks presented as profit / (loss) from
discontinued operations.
During the period, a decision was made to remove Dairyworks from sale due to a lack of acceptable offers. Consequently,
the net assets of Dairyworks have been reclassified from assets and liabilities held for sale to their respective balance sheet
line items in the current period only, while results of operations have been re-presented as results of continuing operations,
in line with the requirements of NZ IFRS 5. This has resulted in net profit after tax relating to the previously discontinued
operation of $7.8m (2023: $9.9m) being included in net profit (loss) after tax from continuing operations.
(a)
Disaggregation of assets and liabilities held for sale:
The following assets and liabilities were previously classified as held for sale in the Group's 2023 financial statements.
2024
2023
$'000
$'000
Assets of disposal group classified as held for sale
Cash and cash equivalents
-
981
Trade, other receivables, and other current assets
-
9,865
Inventories
-
52,253
Property, plant, and equipment
-
25,594
Intangible assets
-
17,093
Goodwill
-
58,163
Right of use assets
-
13,932
Total
-
177,811
Liabilities of disposal group classified as held for sale
Trade and other payables and other current liabilities
-
(42,680)
Current tax liabilities
-
(2,990)
Lease liabilities
-
(14,337)
Deferred tax liabilities
-
(604)
Total
-
(60,611)
Sales of goods
The Group manufactures and sells a range of milk powder, milk powder related products, fresh milk, UHT milk and cream,
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.
2024
2023
$'000
$'000
Dairy products
1,636,858
1,603,580
Other income
9,828
16,333
Total income
1,646,686
1,619,913
The decrease in other income is due to the comparative period including one-off legal settlement income and grant income
of which the most significant component is Inland Revenue's Research & Development Tax Incentive.
PAGE 79 & 80
ANNUAL REPORT 2024
04. SEGMENT REPORTING
04. SEGMENT REPORTING (CONTINUED)
(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:
- Synlait: manufacture and sale of milk and plant based products (nutritionals, ingredients, fresh milk, and ultra heat
treatment (‘UHT’) milk and cream products). The Synlait segment is an aggregation of the Group's Synlait North Island and
Synlait South Island CGUs which have similar production processes, composition of fixed assets, organisational structures,
product margins, classes of customers, and long term growth rates. While the Directors do not currently receive separate
historical financial reports for the North Island and South Island CGUs, a workstream is underway to develop and implement
routine reporting of financial performance and position at a North Island and South Island level.
- Dairyworks: manufacture and sale of cheese and other products (cheese, butter).
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.
(b)
Segment revenues and results
The following is an analysis of the Group's revenue and results by reportable segment:
31 July 2024
Synlait
Dairyworks Eliminations
Total
$'000
$'000
$'000
$'000
External revenue
1,344,081
292,777
-
1,636,858
Inter-segment revenue from sale of goods
2,559
-
(2,559)
-
Revenue from sale of goods
1,346,640
292,777
(2,559)
1,636,858
Net (loss) / profit after tax for the period
(189,918)
7,807
-
(182,111)
Finance income
585
-
-
585
Finance expenses
(43,415)
(4,274)
-
(47,689)
Depreciation and amortisation
(57,596)
(6,128)
-
(63,724)
Impairment of non-current assets
(114,564)
-
(114,654)
Income tax benefit / (expense)
59,515
(3,874)
-
55,641
Total assets
1,370,538
123,477
-
1,494,015
Total liabilities
(819,582)
(69,635)
-
(889,217)
Net assets
550,956
53,842
-
604,798
31 July 2023
Synlait
Dairyworks Eliminations
Total
$'000
$'000
$'000
$'000
External revenue
1,320,758
282,822
-
1,603,580
Inter-segment revenue from sale of goods
2,363
-
(2,363)
-
Revenue from sale of goods
1,323,121
282,822
(2,363)
1,603,580
Net (loss) / profit after tax for the period
(14,144)
9,852
-
(4,292)
Finance income
281
29
-
310
Finance expenses
(29,331)
(2,513)
-
(31,844)
Depreciation and amortisation
(55,403)
(4,286)
-
(59,689)
Income tax (expense) / benefit
6,124
(3,159)
-
2,965
Total assets
1,507,729
177,881
-
1,685,610
Total liabilities
(834,625)
(60,611)
-
(895,236)
Net assets
673,104
117,270
-
790,374
(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 for continuing operations by geographical area is summarised below:
Year ended
31 July
2024
31 July
2023
China
%
8
%
11
Rest of Asia
%
19
%
21
Middle East and Africa
%
4
%
4
New Zealand
%
54
%
57
Australia
%
7
%
5
Rest of World
%
8
%
2
Total
%
100
%
100
All Group non-current assets are in New Zealand, other than $nil (2023: $0.1m) located in China.
(d)
Major customers
Revenues of 44% (2023: 46%) are derived from the top three external customers.
PAGE 81 & 82
ANNUAL REPORT 2024
05. EXPENSES
06. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH
OUTFLOW FROM OPERATING ACTIVITIES
2024
2023
$'000
$'000
The following items of expenditure are included in cost of sales:
Depreciation and amortisation
46,290
43,634
Employee and contractor costs
103,410
96,044
Energy costs
28,818
26,064
Freight
20,071
24,461
Milk transport
28,365
26,980
Repairs and maintenance
16,596
20,205
Inventory provisions and write-downs
30,134
22,299
Provision movements included in inventory variances, provisions, and write-downs:
Increase in inventory provision
3,498
5,900
(Decrease) / increase in onerous contract provision
(1,111)
2,001
The following items of expenditure are included in sales and distribution expense:
Depreciation and amortisation
9,174
6,835
Employee and contractor costs
26,107
20,722
Insurance
1,614
1,619
Freight
9,285
5,427
Consultancy, legal, and transaction costs
1,147
2,029
Rent and storage
1,953
1,341
The following items of are included in administrative and operating expenses:
Depreciation and amortisation
8,260
9,220
Employee and contractor costs
33,746
36,038
Director fees
764
827
Share based payments expense
399
1
Consultancy, legal, and transaction costs
12,852
7,290
Information services and subscriptions
10,525
12,523
The following items are included in ERP implementation expense:
Consultancy
-
5,415
Employee and contractor costs
-
1,127
Information services and subscriptions
-
252
PwC services included in administrative and operating expenses
Statutory audit fee
620
410
Half year accounts review
169
74
Other assurance services
352
220
Consulting
10
52
1,151
756
*2024 payments to PwC reflect $352k paid to PwC New Zealand for audit services performed on behalf of the Group's
largest shareholder, Bright Dairy, and $10k for consulting fees incurred in connection with a logistics review. 2023
payments to PwC reflect $220k paid to PwC New Zealand for audit services performed on behalf of the Group's largest
shareholder, Bright Dairy Holding Limited, and $52k for consulting fees incurred in connection with a logistics review.
Comparative numbers have been represented to include Dairyworks. Refer to the statement of accounting policies for
further information.
2024
2023
$'000
$'000
(Loss) / profit for the year
(182,111)
(4,292)
Non-cash and non-operating items:
Depreciation and amortisation of non-current assets
55,905
54,205
Depreciation of right-of-use assets
7,819
5,484
Gain on disposal of property, plant and equipment
(381)
(154)
Gain on derecognition of lease
(286)
-
Impairment of assets
114,564
165
New Zealand Units surrendered
2,785
1,177
Gain on sale of New Zealand Units
-
(1,769)
Non-cash share based payments expense / (recovery)
385
(83)
Interest costs classified as financing cash flow
47,690
31,846
Interest received classified as investing cash flow
(585)
(311)
Loss on derecognition of financial assets
7,916
6,743
Deferred tax movement
(53,589)
(4,610)
(Gain) / loss on derivative financial instruments
(54)
143
Unrealised foreign exchange gain
(56)
(31)
Livestock trading
(854)
183
Gain on revaluation of biological assets
(445)
-
Movements in working capital:
(Increase) / decrease in trade and other receivables
(52,601)
(1,227)
(Decrease) / increase in prepayments
(16,038)
4,900
Decrease / (increase) in inventories
92,804
(69,565)
Decrease in goods and services tax refundable and other current assets
865
4,486
(Decrease) / increase in trade and other payables
(65,972)
11,474
(Decrease) / increase in current tax assets
(4,952)
273
Net cash inflow from operating activities
(47,191)
39,037
PAGE 83 & 84
ANNUAL REPORT 2024
WORKING CAPITAL
07. TRADE AND OTHER RECEIVABLES
The working capital section gives information about the short-term assets and liabilities of the Group. This section includes
the following notes:
Page
7
Trade and other receivables
86
8
Inventories
88
9
Trade and other payables
90
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of
business. If collection is expected in one year or less they are classified as current assets. If not, they are classified as non-
current assets.
The 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.
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 manner.
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 eight 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 2024. Three customers represent 67% 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 2023.
Impairment
Credit Risk Management
PAGE 85 & 86
ANNUAL REPORT 2024
07. TRADE AND OTHER RECEIVABLES (CONTINUED)
08. INVENTORIES
07. TRADE AND OTHER RECEIVABLES (CONTINUED)
2024
2023
$'000
$'000
Trade receivables
101,141
78,021
Provision for doubtful and impaired receivables
(2,815)
(2,588)
Net trade receivables
98,326
75,433
Other receivables
46,596
7,508
Total receivables
144,922
82,941
The increase in other receivables is predominantly due to amounts receivable in relation to customer disputes which are
expected to be settled in October 2024.
(a)
Impaired receivables
As at 31 July 2024, trade receivables of $20.3m were overdue (2023: $7.9m). These relate to several independent
customers for whom there is no recent history of default. The majority has since been collected except for $11.9m which
remains unpaid and is expected to be collected in the 2025 financial year.
The aging analysis of these overdue trade receivables is as follows:
2024
2023
$'000
$'000
Overdue by
0 to 30 days
10,026
3,638
30 to 60 days
338
10
Over 60 days
9,891
4,228
Total overdue trade receivables
20,255
7,876
(b)
Allowance for bad and doubtful receivables
The Group has recognised no losses in relation to provisions raised for potentially unrecoverable trade receivables during
the year (2023: $0.7m). The Group has also recognised a loss of $0.2m for estimated receivables impairment under NZ
IFRS 9 Financial Instruments (2023: $0.4m).
(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$77.9m (2023: $58.7m) of USD,
RMB, and AUD denominated trade receivables.
(d)
Derecognised financial assets
The Group has derecognised trade receivables that have been sold to two banks (ANZ and Rabobank) under the terms of
underlying receivables purchase agreements. 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 results in immaterial 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
$139.2m of receivables assigned as at 31 July 2024 (2023: $144.2m).
The Group has assessed its continuing involvement in the assigned receivables and determined that the fair value of
continuing involvement is immaterial. The Group reassesses the facility for qualification for derecognition at each reporting
date, when the terms of the facility are amended, and assesses each new customer at the initial assignment of a receivable.
The loss on derecognition for the period of $7.9m (2023: $6.7m) arising from derecognition of assigned receivables is the
discount paid to the banks for acquiring these receivables.
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, 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 both raw materials 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.
PAGE 87 & 88
ANNUAL REPORT 2024
09. TRADE AND OTHER PAYABLES
08. INVENTORIES (CONTINUED)
2024
2023
$'000
$'000
Raw materials
Raw materials at cost
94,262
79,497
Raw materials at net realisable value
189
-
94,451
79,497
Work in progress
Work in progress at cost
41,638
111,528
Work in progress at net realisable value
5,767
1,062
47,405
112,590
Finished goods
Finished goods at cost
63,825
52,725
Finished goods at net realisable value
4,021
5,440
67,846
58,165
Total inventories
209,702
250,252
Raw material inventories at $94.5m (10,851 MT) have increased from the prior year (2023: $79.5m, 12,245 MT) primarily due
to the reclassification of Dairyworks raw materials inventory from assets held for sale and higher holdings of raw materials
for use in the production of Advanced Nutrition products.
Work in progress inventories at $47.4m (10,190 MT) have decreased (2023: $112.6m, 14,664 MT) due to a rebalancing of
infant base powder inventories, a decrease in the amount of overheads allocated to each unit of production due to a recent
change in inventory costing estimation methodology, and an increased focus on working capital management.
Finished goods have increased to $67.8m (10,015 MT), (2023: $58.2m, 9,117 MT). The increase is driven by the
reclassification of Dairyworks inventories from held from sale assets.
The cost of inventories recognised as an expense during the year was $1,514.7m (2023: $1,403.3m). The cost of inventories
recognised as an expense includes $30.1m (2023: $22.3m) in respect of write downs of inventory to net realisable value.
The total inventory provision as at reporting date was $16.5m, of which $5.0m related to finished goods, $6.8m related to
work in progress and $4.7m related to raw materials (2023: $9.6m, $5.9m related to finished goods, $1.3m related to work
in progress and $2.4m related to raw materials).
The onerous contracts provision as at reporting date was $0.9m (2023: $2.0m) relating to future shipments of downgrade
product.
During the period, the Group changed the method in which it allocates overhead costs to the cost of inventories. This has
been treated as a change in accounting estimate. Refer to the "Material events and other significant items" section of these
financial statements for further information.
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.
2024
2023
$'000
$'000
Trade payables
100,072
143,307
Accrued expenses
139,188
123,940
Employee entitlements
18,636
13,707
Total trade and other payables
257,896
280,954
Payables denominated in currencies other than the functional currency comprise NZD $11.4m (2023: NZD $39.4m) of USD,
EUR, GBP, RMB, SGD, and AUD denominated trade payables and accruals.
PAGE 89 & 90
ANNUAL REPORT 2024
LONG TERM ASSETS
10. PROPERTY, PLANT AND EQUIPMENT
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:
Page
10
Property, plant and equipment
92
11
Biological assets
94
12
Intangible assets
95
13
Leases
97
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.
PAGE 91 & 92
ANNUAL REPORT 2024
10. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
11. BIOLOGICAL ASSETS
10. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Land
Buildings
Plant and
equipment
Fixtures and
fittings
Capital work
in progress
Total
$'000
$'000
$'000
$'000
$'000
$'000
Cost
Balance as at 1 August 2022
56,765
315,516
776,801
28,940
102,292
1,280,314
Additions
-
-
-
-
48,144
48,144
Reclassification / transfer
-
14,994
77,680
3,175
(95,849)
-
Impairment
-
-
(164)
-
-
(164)
Disposals
-
(4)
(5,464)
(3,488)
-
(8,956)
Transfer to assets held for sale
(1,350)
(4,614)
(21,186)
(3,965)
(2,170)
(33,285)
Balance as at 31 July 2023
55,415
325,892
827,667
24,662
52,417
1,286,053
Balance as at 1 August 2023
55,415
325,892
827,667
24,662
52,417
1,286,053
Additions
-
-
-
-
29,836
29,836
Reclassification / transfer
-
7,712
41,021
4,087
(52,820)
-
Disposals
-
(193)
(2,527)
(663)
-
(3,383)
Impairment (note 1)
(5,523)
(28,770)
(56,102)
(1,645)
-
(92,040)
Transfer from assets held for sale
1,350
4,614
21,186
3,965
2,170
33,285
Balance as at 31 July 2024
51,242
309,255
831,245
30,406
31,603
1,253,751
Accumulated depreciation
Balance as at 1 August 2022
-
43,450
205,688
15,316
-
264,454
Depreciation (note 5)
-
7,094
35,217
3,767
-
46,078
Disposals
-
(4)
(5,104)
(3,413)
-
(8,521)
Transfer to assets held for sale
-
(1,079)
(6,851)
(1,024)
-
(8,954)
Balance as at 31 July 2023
-
49,461
228,950
14,646
-
293,057
Balance as at 1 August 2023
-
49,461
228,950
14,646
-
293,057
Depreciation (note 5)
-
7,514
37,268
2,860
-
47,642
Disposals
-
(190)
(2,889)
(1,266)
-
(4,345)
Transfer from assets held for sale
-
1,079
6,851
1,024
-
8,954
Balance as at 31 July 2024
-
57,864
270,180
17,264
-
345,308
Carrying amounts
As at 31 July 2023
55,415
276,431
598,717
10,016
52,417
992,996
As at 31 July 2024
51,242
251,391
561,065
13,142
31,603
908,443
(a)
Impairment
During the period, property, plant, and equipment was examined for impairment. A $92.0m (2023: $0.2m) 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 through the Group's CGU impairment testing process. Refer to note 1 for further information.
(b)
Capital work in progress
Capital work in progress includes capital expenditure projects until they are commissioned and transferred to property,
plant and equipment. Capital work in progress of $31.6m is lower than 2023 ($52.4m) due primarily to the completion of the
Pokeno flexible packaging line project. Work in progress comprises of routine operational capital expenditure.
(c)
Capitalised borrowing costs
During the year, the Group has capitalised borrowing costs amounting to $0.2m (2023: $6.6m) 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 at a significantly lower rate due to no major capital projects during the period.
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.
2024
2023
$'000
$'000
Balance as at 1 August
3,906
3,892
Purchases
41
929
Births, deaths, and other movements
100
85
Sales
(896)
(816)
Gain / (loss) arising from changes in fair value less selling costs
446
(184)
Balance as at 31 July
3,597
3,906
As at 31 July 2024 there were 2,323 dairy cows on hand (2023: 2,372). The dairy cows are used for the purposes of
producing milk to be consumed in the Group's milk processing operations.
PAGE 93 & 94
ANNUAL REPORT 2024
12. INTANGIBLE ASSETS (CONTINUED)
12. INTANGIBLE ASSETS (CONTINUED)
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 1 year to 12 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. Units are surrendered during the year to meet our
obligations under the New Zealand Emissions Trading Scheme.
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.
Goodwill
Brands
Patents,
trademarks
and other
intangibles
Computer
software
Intangibles
in progress
New
Zealand
Units
Total
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Cost
Balance as at 1 August 2022
64,189
16,569
2,278
15,416
61,919
15,182
175,553
Additions
-
-
-
-
12,877
-
12,877
Reclassification/transfer
-
-
6,427
67,791
(74,164)
-
54
Disposals
-
-
-
(4,787)
(39)
(1,302)
(6,128)
Surrenders
-
-
-
-
-
(2,979)
(2,979)
Transfer to assets held for sale
(58,163)
(16,569)
(91)
(1,359)
-
-
(76,182)
Balance 31 July 2023
6,026
-
8,614
77,061
593
10,901
103,195
Balance as at 1 August 2023
6,026
-
8,614
77,061
593
10,901
103,195
Additions
-
-
-
-
2,362
-
2,362
Reclassification/transfer
-
-
108
184
(292)
-
-
Disposals
-
-
-
(1,045)
-
-
(1,045)
Surrenders
-
-
-
-
-
(2,785)
(2,785)
Transfer from assets held for sale
58,163
16,569
92
1,363
-
-
76,187
Impairment (note 1)
(6,026)
-
(41)
(7,886)
-
-
(13,953)
Subsidiary sold
-
-
-
-
-
-
-
Balance 31 July 2024
58,163
16,569
8,773
69,677
2,663
8,116
163,961
Accumulated amortisation
Balance as at 1 August 2022
-
-
1,438
12,767
-
-
14,205
Amortisation (note 5)
-
-
416
7,711
-
-
8,127
Disposals
-
-
-
(4,785)
-
-
(4,785)
Transfer to assets held for sale
-
-
(47)
(883)
-
-
(930)
Balance as at 31 July 2023
-
-
1,807
14,810
-
-
16,617
Balance as at 1 August 2023
-
-
1,807
14,810
-
-
16,617
Amortisation (note 5)
-
-
1,678
6,585
-
-
8,263
Disposals
-
-
-
(995)
-
-
(995)
Transfer from assets held for sale
-
-
47
883
-
-
930
Balance as at 31 July 2024
-
-
3,532
21,283
-
-
24,815
Carrying amounts
Year ended 31 July 2023
Current
-
-
-
-
-
2,805
2,805
Non-current
6,026
-
6,807
62,251
593
8,096
83,773
Closing net book value
6,026
-
6,807
62,251
593
10,901
86,578
Year ended 31 July 2024
Current
-
-
-
-
-
5,149
5,149
Non-current
58,163
16,569
5,241
48,394
2,663
2,967
133,997
Closing net book value
58,163
16,569
5,241
48,394
2,663
8,116
139,146
PAGE 95 & 96
ANNUAL REPORT 2024
12. INTANGIBLE ASSETS (CONTINUED)
13. LEASES (CONTINUED)
13. LEASES
During the period, total impairment of $14.0m was allocated to intangible assets, including $6.0m charged against goodwill.
Refer to note 1 for further information.
Measurement of right-of-use assets and lease obligations
Right-of-use 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.
Right-of-use assets
Buildings
Plant and
equipment
Total
$'000
$'000
$'000
Cost
Balance as at 1 August 2022
32,503
1,232
33,735
Additions and acquisitions
34,422
2,258
36,680
Sale and leaseback adjustment
(167)
-
(167)
Disposals
-
(276)
(276)
Foreign exchange differences
(38)
-
(38)
Transfer to assets held for sale
(16,952)
(1,440)
(18,392)
Balance as at 31 July 2023
49,768
1,774
51,542
Balance as at 1 August 2023
49,768
1,774
51,542
Additions and acquisitions
601
430
1,031
Disposals
(5,981)
(182)
(6,163)
Impairment (note 1)
(8,571)
-
(8,571)
Transfer from assets held for sale
16,952
1,440
18,392
Balance as at 31 July 2024
52,769
3,462
56,231
Accumulated Depreciation
Balance as at 1 August 2022
7,956
574
8,530
Sale and leaseback adjustment
(519)
-
(519)
Disposals
-
(183)
(183)
Depreciation (note 5)
5,358
645
6,003
Foreign exchange differences
(33)
-
(33)
Transfer to assets held for sale
(3,961)
(499)
(4,460)
Balance as at 31 July 2023
8,801
537
9,338
Balance as at 1 August 2023
8,801
537
9,338
Disposals
(4,552)
(172)
(4,724)
Depreciation (note 5)
7,056
763
7,819
Transfer from assets held for sale
3,961
499
4,460
Balance as at 31 July 2024
15,266
1,627
16,893
Carrying amounts
Balance as at 31 July 2023
40,967
1,237
42,204
Balance as at 31 July 2024
37,503
1,835
39,338
PAGE 97 & 98
ANNUAL REPORT 2024
13. LEASES (CONTINUED)
DEBT AND EQUITY
Lease obligations
2024
2023
$'000
$'000
Contractual, undiscounted cash flows associated with the Group's lease obligations are as
follows:
Within one year
10,755
8,254
Between one and five years
36,830
27,817
Beyond five years
29,745
26,315
Total undiscounted lease obligations
77,330
62,386
Discounted lease obligations recognised on the Group's consolidated balance sheet are
as follows:
Current
6,327
5,200
Non-current
47,752
41,693
Total discounted lease obligations
54,079
46,893
Interest expense on lease obligations for the year ended 31 July 2024 was $3.8m (2023: $3.1m) 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 2024 is $2.0m (2023: $1.3m). The Group's weighted average cost of borrowing at 31
July 2024 was 6.81% (2023: 6.00%)
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:
Page
14
Finance income and expenses
101
15
Loans and borrowings
102
16
Other non-current liabilities
104
17
Share capital
104
18
Share based payments
105
19
Reserves and retained earnings
106
PAGE 99 & 100
ANNUAL REPORT 2024
14. FINANCE INCOME AND EXPENSES
15. LOANS AND BORROWINGS
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.
2024
2023
$'000
$'000
Interest income on loans and deposits
585
310
Total finance income
585
310
Interest and facility fees
(43,926)
(36,242)
Capitalised borrowing cost
247
6,649
Interest on leases
(4,010)
(2,251)
Total finance costs
(47,689)
(31,844)
Loss on derecognition of financial assets
(7,916)
(6,743)
Net finance costs
(55,020)
(38,277)
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.
2024
2023
Drawn
facility
amount
Transaction
costs
Carrying
amount
Drawn
facility
amount
Transaction
costs
Carrying
amount
$'000
$'000
$'000
$'000
$'000
$'000
Working capital facility NZD
26,237
-
26,237
46,071
-
46,071
Working capital facility USD
56,664
-
56,664
64,403
-
64,403
Revolving credit facility
107,265
(185)
107,080
133,333
(80)
133,253
Retail bonds
180,000
(280)
179,720
-
-
-
Current liabilities
370,166
(465)
369,701
243,807
(80)
243,727
Retail bonds
-
-
-
180,000
(1,002)
178,998
Revolving credit facility
61,714
(106)
61,608
-
-
-
Shareholder loan
130,000
(353)
129,647
-
-
-
Non-current liabilities
191,714
(459)
191,255
180,000
(1,002)
178,998
Total loans and borrowings
561,880
(924)
560,956
423,807
(1,082)
422,725
(a)
Terms of loans and borrowings
The bank loans 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 ANZ Bank, Bank of China ("BOC"), China
Construction Bank ("CCB"), HSBC, and Rabobank.
The Group facilities include:
- Secured revolving credit facilities of NZD $169m. These facilities step down over time with maturity dates between 1
October 2024 and 1 October 2025.
- A secured working capital facility of NZD $191m, maturing 1 October 2024 together with an NZD $10m on-demand
bilateral facility. This facility is a seasonal facility where the facility limits change at several times during the term of facility.
- A $130m shareholder loan from the Group's majority shareholder, Bright Dairy which was obtained on 15 July 2024. The
loan has a maturity date 15 July 2025 with an optional extension option of 1 year which is likely to be exercised. As a
consequence, the loan has been classified as non-current. Refer to note 24 for further information.
Subsequent to year end, the Group substantially refinanced its syndicated banking facilities with Kiwibank, Bank of
Communications ("BOCOM"), and Industrial Commercial Bank of China ("ICBC") added to the banking syndicate with ANZ,
BOC, CCB, HSBC, and Rabobank continuing as members. The terms of the facilities, which are due to become available, on
1 October 2024 (pending completion of the equity placement and settlement of the dispute with The a2 Milk Company), are
as follows:
-A working capital facility peaking at $160m (together with a $10m on demand bilateral facility).
-A revolving credit facility of $205m.
-A term loan facility of $75m.
All facilities (other than the on demand bilateral facility) are seasonally adjusted with step-downs and step-ups over the
course of the facilities. The new facilities (other than the on-demand bilateral facility) mature 12 months from the closing
date of the refinancing (expected to be 1 October 2024).
PAGE 101 & 102
ANNUAL REPORT 2024
15. LOANS AND BORROWINGS (CONTINUED)
16. OTHER NON-CURRENT LIABILITIES
17. SHARE CAPITAL
The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility
arrangements. Due to the timing of Synlait's deleveraging and further weakening in its financial performance, the Group
obtained amendments to certain covenants in March 2024 and July 2024. These amendments are detailed in the following
section. The Group met the amended and all other externally imposed capital requirements for the twelve months ended 31
July 2024.
The following summarises banking covenants which were in place for the year ended 31 July 2024:
1. Total shareholder funds of no less than $400.0m ($600.0m prior to the amendment) at all times.
2. Working capital ratio of no less than 1.5x at all times.
3. Interest cover ratio of no less than 2.25x for the 31 July 2024 reporting date (waived).
4. Leverage ratio of no greater than 3.5x for the 31 July 2024 reporting date (waived).
5. Senior leverage ratio of no greater than 2.25x for the 31 July 2024 reporting date (waived).
6. Adjusted EBITDA of no less than $45.0m.
The covenants for the 2025 financial year under the substantially executed facilities agreement are:
1. Total shareholder funds of no less than NZD $500m at all times.
2. Working capital ratio of no less than 1.2x for the period from 1 August 2024 to 31 March 2025, increasing to no less than
1.5x for the period from 1 April 2025 to 31 July 2025.
3. Interest coverage ratio of no less than 2.5x for the 31 July 2025 reporting date.
4. Senior leverage ratio of no greater than 2.5x for the 31 July 2025 reporting date.
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 subordinated and mature on 17 December 2024. At 31 July 2024, the retail bond had a fair value of $73.7m
(2023: $158.8m), based on NZX Debt Market valuation.
The completion of the equity placement will result in a change of control which will entitle bondholders to early repayment
of the subordinated bonds. This may result in payment of some or all the bonds prior to 17 December 2024.
Nominal interest rates
Nominal
interest rate
Financial year
of maturity
Carrying
amount
Carrying
amount
%
2024
2023
Secured revolving credit facility (Facility A) - CCB
%
6.63
2025
33,796
33,333
Secured revolving credit facility (Facility B) - BOC
%
6.51
2025
73,469
50,000
Secured revolving credit facility (Facility C) - ANZ
%
7.36
2026
22,041
50,000
Secured revolving credit facility (Facility E) - CCB
%
6.69
2026
39,673
-
Secured working capital facility - ANZ / HSBC / Rabobank -
USD
%
6.94
2025
56,664
64,403
Secured working capital facility - ANZ / HSBC / Rabobank -
NZD
%
7.20
2025
26,237
46,071
Subordinated retail bonds
%
3.83
2025
180,000
180,000
Shareholder Loan
%
8.00
2026
130,000
-
The secured syndicated banking facilities will be extinguished and replaced with new facilities on 1 October 2024.
The nominal interest rate is calculated by adding the BKBM rate for NZD facilities, US SOFR rate for USD facilities and the
applicable margin rate. It excludes line fees and swap costs. Nominal interest rate for the subordinated retail bonds and
shareholder loan excludes transaction costs.
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.
2024
2023
$'000
$'000
Make-good liability
Balance as at 1 August
2,506
2,550
Liabilities recognised
601
-
Accretion
213
122
Change in estimates
(59)
(166)
Balance as at 31 July
3,261
2,506
The make-good liability relates to future costs to be incurred with respect to the lease of the Group's Auckland blending
and canning and warehouse premises. The total undiscounted amount of the estimated cash flows required to satisfy the
obligations is $5.2m (31 July 2023: $3.9m). The obligation has been discounted using an interest rate of 6.67% (31 July
2023: 5.74%).
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 rights that were granted under the scheme vesting and being converted to ordinary shares
(2023: $nil). Refer to note 18 for further information.
No other shares were issued in the period, however subsequent to year end, the Group will issue 384,616,437 common
shares in an equity placement to its two largest shareholders, Bright Dairy and The a2 Milk Company. Refer to the "Material
events and other significant items" section of these notes for further information.
2024
2023
2024
2023
Shares
Shares
$'000
$'000
On issue at beginning of period
218,581,661
218,581,661
464,774
464,774
None of the above shares are held by the Group or its subsidiaries.
(a)
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.
PAGE 103 & 104
ANNUAL REPORT 2024
17. SHARE CAPITAL (CONTINUED)
18. SHARE BASED PAYMENTS
18. SHARE BASED PAYMENTS (CONTINUED)
19. RESERVES AND RETAINED EARNINGS
(b)
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.
(c)
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.
Total basic EPS for the 2024 financial period was (83.31) cents (2023: (1.96) cents). Diluted EPS for the 2024 financial period
was (83.31) cents (2023: (1.96) cents). Weighted average shares outstanding for the 2024 financial period was 218,581,661
(2023: 218,581,661). Weighted average shares outstanding, adjusted for potentially dilutive shares for the 2024 financial
period was 219,187,046 (2023: 219,251,184).
(a)
LTI share scheme
Under the LTI share scheme, participants receive Performance Share Rights (“PSRs”) which are settled in cash (PSRs issued
during the 2023 financial year and prior: settled, and will continue to be settled, through conversion into ordinary shares) 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.
The following table sets out the movement in LTI share scheme PSR’s during the year:
2024
2023
Outstanding 1 August
637,247
521,602
Granted during the year
1,051,339
462,634
Forfeited during the year
(49,913)
(346,989)
Exercised during the year
-
-
Total
1,638,673
637,247
During the period, no new ordinary shares were granted to participants of the LTI scheme. See note 17 for further detail.
During the year the Group amended its LTI share scheme to be settled in cash for all rights granted from 1 August 2023
onwards. All rights granted to 31 July 2023 will continue to be settled through the issue of ordinary shares.
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:
2024 PSRs
2023 PSRs
Risk free rate
%
4.80
%
3.48
Volatility
%
46.81
%
35.00
Share price at entitlement date ($)
1.61
3.27
Share price at grant date ($)
0.44
3.26
Total value of options granted at grant date ($000's)
16
962
The estimated value of the PSRs is amortised over the vesting period from grant date. Cash settled PSRs which have vested
are remeasured at reporting date.
(b)
Expenses arising from share based payment transactions
Total expenses arising from share based payment transactions recognised during the period as part of employee benefit
expense were as follows:
2024
2023
$'000
$'000
Expenses / (recoveries) for equity settled share based payment transactions
384
1
Expenses / (recoveries) for cash settled share based payment transactions
1
-
Total
385
1
(a)
Retained earnings
Movements in retained earnings were as follows:
2024
2023
$'000
$'000
Balance 1 August
327,786
332,078
Net loss for the year
(182,111)
(4,292)
Balance 31 July
145,675
327,786
PAGE 105 & 106
ANNUAL REPORT 2024
19. RESERVES AND RETAINED EARNINGS (CONTINUED)
FINANCIAL RISK MANAGEMENT
(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 $0.4m (2023: ($0.1m)) is comprised of the cumulative share
based payment expense for share options not yet vested of $0.5m (2023: $0.2m), vesting / lapsing of rights during the
period of ($0.1m) (2023: ($0.2m)) and related movements in deferred tax balances of ($nil) (2023: ($0.1m)).
(c) Dividends
No dividends were declared by the Group during the year.
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:
Page
20
Financial risk management
109
21
Financial instruments
115
PAGE 107 & 108
ANNUAL REPORT 2024
20. FINANCIAL RISK MANAGEMENT
20. FINANCIAL RISK MANAGEMENT (CONTINUED)
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 2024, the Group has hedged 42% of its exposure to forecast foreign exchange risk on USD sales. As at 31 July
2024, the Group has hedged 14% of its exposure to forecast foreign exchange risk on USD purchases. As at 31 July 2024,
the Group has hedged 58% of its exposure to forecast foreign exchange risk on AUD sales. 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.
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 banks.
The carrying amount of financial assets represents the Group's maximum credit exposure. The Group also retains all the
late payment risk in the derecognition of financial assets, as described in note 7.
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:
2024
2023
USD
AUD
EUR
RMB
USD
AUD
EUR
RMB
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Trade receivables
72,993
2,407
363
20,019
42,385
-
19
-
Trade payables
(1,669)
(453)
(173)
(790)
(4,432)
(269)
(860)
(471)
Working capital facility
(33,735)
-
-
-
(40,023)
-
-
-
Total
37,589
1,954
190
19,229
(2,070)
(269)
(841)
(471)
PAGE 109 & 110
ANNUAL REPORT 2024
20. FINANCIAL RISK MANAGEMENT (CONTINUED)
20. FINANCIAL RISK MANAGEMENT (CONTINUED)
The Group's exposure to foreign currency in the period ended 31 July 2024 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:
2024
2023
Weighted
average
exchange rate
Nominal
balance
Weighted
average
exchange rate
Nominal
balance
$'000
$'000
USD
Exports
Less than 1 year
0.6007
391,500
0.6301
538,000
1 to 2 years
0.6059
150,000
0.6007
132,000
Imports
Less than 1 year
0.6094
(18,791)
0.6349
(35,260)
1 to 2 years
-
-
-
-
Options
-
-
-
-
Less than 1 year
0.5915
5,000
-
-
1 to 2 years
-
-
-
-
AUD
Exports
Less than 1 year
0.9108
10,772
-
-
EUR
Imports
Less than 1 year
-
-
-
-
(ii)
Interest rate risk
As at the reporting date, the Group had the following interest rate swap contracts outstanding:
2024
2023
Weighted
average
interest rate
Nominal
balance
Weighted
average
interest rate
Nominal
balance
%
$'000
%
$'000
Less than 1 year
%
4.37
50,000
%
4.20
30,000
1 to 2 years
%
4.47
45,000
%
3.54
15,000
2 to 3 years
%
4.73
35,000
%
3.56
10,000
3 to 4 years
%
4.70
20,000
%
-
-
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.
Post-tax impact on the
income statement
Post-tax impact on cash
flow hedge reserve (equity)
2024
$'000
2023
$'000
2024
$'000
2023
$'000
Interest rates
100 basis point increase in interest rate
(3,803)
(3,431)
757
285
100 basis point decrease in interest rate
3,803
3,431
(782)
(290)
Foreign exchange rates
5% increase in exchange rate
(2,403)
175
17,306
33,751
5% decrease in exchange rate
2,656
(194)
(18,958)
(37,288)
(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.
Liquidity risk
The total repayments and associated maturity of financial liabilities as at balance date is reported below.
Less than
12 months
Between 1
and 2
years
Between 2
and 5
years
Over 5
years
Total
$'000
$'000
$'000
$'000
$'000
As at 31 July 2024
Working capital facility
82,901
-
-
-
82,901
Trade and other payables
257,896
-
-
-
257,896
Loans and borrowings
287,265
191,714
-
-
478,979
Derivative financial instruments
8,385
4,044
409
-
12,838
Lease liabilities
6,327
6,367
20,633
20,752
54,079
Total
642,774
202,125
21,042
20,752
886,693
As at 31 July 2023
Working capital facility
110,474
-
-
-
110,474
Trade and other payables
280,954
-
-
-
280,954
Loans and borrowings
133,333
180,000
-
-
313,333
Derivative financial instruments
26,862
-
-
-
26,862
Lease liabilities
5,200
4,848
13,793
23,052
46,893
Total
556,823
184,848
13,793
23,052
778,516
PAGE 111 & 112
ANNUAL REPORT 2024
20. FINANCIAL RISK MANAGEMENT (CONTINUED)
20. FINANCIAL RISK MANAGEMENT (CONTINUED)
Cash flow hedges
The Group enters into cash flow hedges of highly probable forecast transactions and firm commitments, as described in
accounting policy section of this note.
Hedging instruments used
in cash flow hedges
Nominal
amount
Carrying amount
Hedge
accounted
amounts in
cash flow
reserve
Total cash
flow hedge
reserve
$'000
Assets
NZD'000
Liabilities
NZD'000
Intrinsic value
NZD'000
NZD'000
31 July 2024
Foreign exchange risk
Foreign exchange contracts
(USD)
527,709
3,245
(11,922)
(8,677)
(8,677)
Foreign exchange contracts
(AUD)
10,772
11
(61)
(50)
(50)
Interest rate risk
Interest rate swaps (NZD)
50,000
172
(856)
(684)
(684)
Commodity price risk
Dairy commodity futures
-
-
-
-
-
Total
3,428
(12,839)
(9,411)
(9,411)
31 July 2023
Foreign exchange risk
Foreign exchange contracts
(USD)
634,710
22,110
(26,862)
(4,752)
(4,752)
Interest rate risk
Interest rate swaps (NZD)
30,000
656
-
656
656
Commodity price risk
Dairy commodity futures
-
-
-
-
-
Total
22,766
(26,862)
(4,096)
(4,096)
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.
2024
2023
Effects of cash flow hedges on
statement of comprehensive income
Hedging gains /
(losses)
recognised in
other
comprehensive
income
Hedge
ineffectiveness
recognised in
profit or loss
Hedging gains /
(losses) recognised
in other
comprehensive
income
Hedge
ineffectiveness
recognised in
profit or loss
$'000
$'000
$'000
$'000
Foreign exchange risk
Forward exchange contracts
(4,062)
-
64,001
-
Interest rate risk
Interest rate swaps
(1,339)
-
1,014
-
Commodity price risk
Dairy commodity futures
-
-
(603)
(7)
Total
(5,401)
-
64,412
(7)
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:
Hedge reserves
2024
$'000
2023
$'000
Opening balance
(2,924)
(49,296)
Movements attributable to cashflow hedges:
Change in value of effective derivative hedging instruments
(33,694)
20,646
Reclassifications to the income statement as hedged transactions occurred
28,293
43,759
Tax (expense) / credit
1,511
(18,033)
Total movement
(3,890)
46,372
Closing balance
(6,814)
(2,924)
PAGE 113 & 114
ANNUAL REPORT 2024
21. FINANCIAL INSTRUMENTS (CONTINUED)
21. FINANCIAL INSTRUMENTS
Classification
The Group classifies its financial assets in three categories: at amortised cost, at fair value through other comprehensive income and at fair
value through profit or loss. The classification of financial assets depends on the business model within which the financial asset is held and
its contractual cash flow characteristics.
The Group classifies its financial liabilities in two categories: at amortised cost and at fair value through profit or loss.
(i)
Financial instruments at amortised cost
Financial assets are classified as measured at amortised cost if the Group’s intention is to hold the financial assets for collecting cash flows
and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest.
The Group currently classifies its cash and cash equivalents, restricted cash equivalents, accounts receivable and other receivables as
financial assets measured at amortised cost, 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 (FVPL).
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.
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 7. 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.
(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.
PAGE 115 & 116
ANNUAL REPORT 2024
21. FINANCIAL INSTRUMENTS (CONTINUED)
21. FINANCIAL INSTRUMENTS (CONTINUED)
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 amortised
cost
At fair value
through other
comprehensive
income
At fair value
through profit
or loss
Total
$'000
$'000
$'000
$'000
At 31 July 2024
Cash and cash equivalents
10,273
-
-
10,273
Derivative financial instruments
-
-
3,428
3,428
Trade and other receivables
117,047
-
27,875
144,922
Investments in equity
-
1,860
-
1,860
Total
127,320
1,860
31,303
160,483
At 31 July 2023
Cash and cash equivalents
9,290
-
-
9,290
Derivative financial instruments
-
-
22,766
22,766
Trade and other receivables
63,175
-
19,766
82,941
Investments in equity
-
935
-
935
Total
72,465
935
42,532
115,932
Financial liabilities
At amortised
cost
At fair value
through
profit or loss
Total
$'000
$'000
$'000
At 31 July 2024
Derivative financial instruments
-
12,838
12,838
Working capital facility
82,901
-
82,901
Lease liabilities
54,079
-
54,079
Trade and other payables
257,896
-
257,896
Loans and borrowings
478,055
-
478,055
Total
872,931
12,838
885,769
At 31 July 2023
Derivative financial instruments
-
26,862
26,862
Working capital facility
110,474
-
110,474
Lease liabilities
46,893
-
46,893
Trade and other payables
280,954
-
280,954
Loans and borrowings
312,251
-
312,251
Total
750,572
26,862
777,434
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 15).
PAGE 117 & 118
ANNUAL REPORT 2024
OTHER
22. INCOME TAX
This section contains additional information regarding the performance of the group during the financial year. This section
includes the following notes:
Page
22
Income tax
120
23
Other investments
123
24
Related party transactions
123
25
Contingencies
126
26
Commitments
126
27
Events occurring after the reporting period
126
28
Other accounting policies
126
Auditor's report
127
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 entity, 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.
2024
2023
$'000
$'000
(a)
Income tax (expense) / benefit
Current tax expense:
Current tax on profit / (loss) for the year
(11)
(2,354)
Current tax on prior period adjustments
2,062
703
2,051
(1,651)
Deferred tax expense:
Temporary differences
61,589
5,063
Changes in tax rates and laws
(5,728)
-
Prior year adjustments
(2,271)
(447)
Change in estimate
-
-
Total deferred tax
53,590
4,616
Income tax benefit / (expense)
55,641
2,965
(b)
Reconciliation of effective tax rate
Profit / (loss) before income tax
(237,752)
(7,257)
Income tax using the Group's domestic tax rate - 28%
66,571
2,032
Tax exempt income
892
772
Non-deductible costs
(6,191)
(112)
61,272
2,692
Prior year adjustments
(209)
256
Deferred tax credit relating to changes in tax rates and laws
(5,728)
-
Deferred tax credit relating to change in estimate
-
-
Other tax effects for reconciliation between accounting profit and tax expense
306
17
(5,631)
273
Income tax expense
55,641
2,965
PAGE 119 & 120
ANNUAL REPORT 2024
22. INCOME TAX (CONTINUED)
22. INCOME TAX (CONTINUED)
(c)
Imputation credits
2024
$'000
2023
$'000
Imputation credits available directly and indirectly to the shareholders of the Group
87,268
80,338
(d)
Income tax recognised in other comprehensive income
The tax credit / (charge) relating to components of other comprehensive income is as follows:
Before tax
Tax benefit /
(expense)
After tax
$'000
$'000
$'000
31 July 2024
Cash flow hedges
(5,401)
1,511
(3,890)
Other comprehensive income
(5,401)
1,511
(3,890)
31 July 2023
Cash flow hedges
64,405
(18,033)
46,372
Other comprehensive income
64,405
(18,033)
46,372
(e)
Deferred taxation
2024
$'000
2023
$'000
The balance comprises temporary differences attributable to:
Assets
Tax losses carried forward
66,248
18,860
Other items
4,421
4,217
Derivatives
2,650
1,147
Lease liabilities
15,485
13,381
Total deferred tax assets
88,804
37,605
Liabilities
Property, plant and equipment
(63,207)
(74,702)
Intangible assets
(15,303)
(6,134)
Right of use assets
(10,481)
(11,454)
Total deferred tax liabilities
(88,991)
(92,290)
Total deferred tax
(187)
(54,685)
Balance
1 Aug 2022
Recognised
in profit or
loss
Recognised in
other
comprehensive
income
Recognised
directly in
equity
Prior year
adjustment
Movement
relating to
discontinued
operation
Balance
31 July
2023
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Property, plant and equipment
(61,501)
(9,028)
-
-
(499)
(3,674)
(74,702)
Derivatives
19,170
-
(18,033)
-
-
10
1,147
Other items
3,990
775
-
(5)
104
(647)
4,217
Tax losses carried forward
-
18,860
-
-
-
-
18,860
Intangible assets
(5,254)
(5,498)
-
-
(22)
4,640
(6,134)
Right of use assets
(6,750)
(8,728)
-
-
-
4,024
(11,454)
Lease liabilities
8,479
9,078
-
-
-
(4,176)
13,381
Total
(41,866)
5,459
(18,033)
(5)
(417)
177
(54,685)
Balance
1 Aug 2023
Recognised
in profit or
loss
Recognised in
other
comprehensive
income
Recognised
directly in
equity
Prior year
adjustment
Movement
relating to
discontinued
operation
Balance
31 July
2024
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Property, plant and equipment
(74,702)
8,427
-
-
(97)
3,165
(63,207)
Derivatives
1,147
-
1,511
-
-
(8)
2,650
Other items
4,217
346
-
-
(300)
158
4,421
Tax losses carried forward
18,860
49,689
-
-
(2,301)
-
66,248
Intangible assets
(6,134)
(5,433)
-
-
427
(4,163)
(15,303)
Right of use assets
(11,454)
4,485
-
-
-
(3,512)
(10,481)
Lease liabilities
13,381
(1,654)
-
-
-
3,758
15,485
Total
(54,685)
55,860
1,511
-
(2,271)
(602)
(187)
(f) Pillar II tax reform
The Organisation for Economic Co-operation and Development (OECD) has introduced GloBE Pillar Two model rules which
aim to implement a global minimum tax rate of 15 per cent across all jurisdictions.
The New Zealand Government has enacted legislation to implement the OECD Pillar Two Rules which are effective for the
Group from 1 August 2025. The Group has applied the exception to recognising and disclosing information about deferred
tax assets and liabilities related to Pillar Two income taxes.
The Group has undertaken a high-level assessment to determine the Group’s potential exposure to Pillar Two top-up taxes.
Based on the assessment, it is expected that the Group will satisfy the relevant criteria to rely on the Pillar Two transitional
safe harbour rules and is not expected to have exposure to Pillar Two top up taxes. The Group is continuing to monitor the
developments of the Pillar Two legislation in countries that the Group operates in and assess the impact of Pillar Two
legislation on its future financial performance.
PAGE 121 & 122
ANNUAL REPORT 2024
24. RELATED PARTY TRANSACTIONS (CONTINUED)
23. OTHER INVESTMENTS
24. RELATED PARTY TRANSACTIONS
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.
Investments in joint ventures
The Group measures its interests in joint ventures where it does not hold significant influence over the ventures at either fair value through
profit and loss (FTPL) or fair value through other comprehensive income (FVOCI). The determination of the measurement basis is made on
an investment-by-investment basis. Investments where the Group holds significant influence 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 joint ventures is included in the carrying amount of the investment. Dividends reduce the carrying value of the investment.
2024
2023
$'000
$'000
Equity securities
110
110
Interest in joint venture
1,750
825
Total other investments
1,860
935
During the period the Group invested a further $0.9m (2023: $0.8m) in AgriZero a public-private joint venture which has been established
to undertake a portfolio of investments that will help accelerate delivery of biological emissions tools to all New Zealand farmers. The Group
has committed to investing a further $1.8m in the joint venture. The Group has made a one-time irrevocable election to measure its interest
in the joint venture at FVOCI.
Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:
Name of entity
Country of
incorporation
Class of
shares
Equity holding
2024
2023
%
%
Synlait Milk Finance Limited (Subsidiary)
New Zealand
Ordinary
100
100
The New Zealand Dairy Company Limited (Subsidiary)
New Zealand
Ordinary
100
100
Eighty Nine Richard Pearse Drive Limited (Subsidiary)
New Zealand
Ordinary
100
100
Sichuan New Hope Nutritional Foods Co. Ltd (Associate)
China
Ordinary
25
25
Synlait Business Consulting (Shanghai) Co., Ltd (Subsidiary)
China
Ordinary
100
100
Synlait Milk (Holdings) No.1 Limited (Subsidiary)
New Zealand
Ordinary
100
100
Dairyworks Limited (Subsidiary)
New Zealand
Ordinary
100
100
Synlait Milk (Dunsandel Farms) Limited (Subsidiary)
New Zealand
Ordinary
100
100
Primary Collaboration New Zealand Limited
New Zealand
Ordinary
17
17
Primary Collaboration New Zealand (Shanghai) Co., Ltd
China
Ordinary
100
100
Centre for Climate Action Joint Venture
New Zealand
Ordinary
2
2
Parent entity
Bright Dairy Holding Limited hold 39.01% of the shares issued by Synlait Milk Limited (2023: 39.01%). Bright Dairy Holding
Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples' Republic of
China.
Other related entities
In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all banking
facilities for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is charged at
market rates.
In January 2015, the Group acquired 25% of the shares of 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. Eighty Nine Richard Pearse Drive Limited owned the
land and buildings at which the Auckland blending and canning which were sold in a sale and leaseback transaction in a
previous period. Both The New Zealand Dairy Company Limited and Eighty Nine Richard Pearse Drive Limited are now non-
trading entities.
In May 2019, Synlait Business Consulting (Shanghai) Co., Ltd 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.
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.
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 executive leadership team
members as at 31 July 2024. The total short-term benefits paid to the key management and personnel is set out below.
2024
2023
$'000
$'000
Short term benefits
8,157
7,095
Share based payments expenses (note 18)
385
1
PAGE 123 & 124
ANNUAL REPORT 2024
24. RELATED PARTY TRANSACTIONS (CONTINUED)
25. CONTINGENCIES
26. COMMITMENTS
27. EVENTS OCCURRING AFTER THE REPORTING PERIOD
28. OTHER ACCOUNTING POLICIES
(a)
Other transactions with key management personnel or entities related to them
Information on transactions with key management personnel or entities related to them, other than compensation, are set
out below.
(i)
Loans to directors
There were no loans to directors issued during the period ended 31 July 2024 (2023: $nil).
(ii)
Other transactions and balances
Directors of Synlait Milk Limited own and control 0.0% of the voting shares of the company at balance date (2023: 2.4%).
(iii)
Shareholder loan
On 14 July 2024, The Group obtained a loan from its majority shareholder, Bright Dairy, which was fully drawn as at 31 July
2024 of $130m (2023: $nil). The loan has been priced with interest payable at 8% per annum. The Group also has the
option to extend the term of the loan by 1 year. The loan was obtained for the purposes of allowing the Group to make
good on a $130m mandatory prepayment of debt which was originally due on 15 March 2024 and extended to 15 July
2024. A total of $0.6m of interest was accrued as payable at 31 July 2024.
(b)
Transactions with related parties
2024
2023
$'000
$'000
Purchase of goods and services
Bright Dairy and Food Co Ltd - Directors fees
263
267
New Hope Innovation (Hong Kong) Trading Company Limited - reimbursement of costs
-
-
Sale of goods and services
Bright Dairy and Food Co Ltd - sale of dairy products
1,849
1,807
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
-
-
(c)
Outstanding balances
The following balances are outstanding at the reporting date in relation to transactions with related parties other than key
management personnel:
2024
2023
$'000
$'000
Current receivables (payables)
Bright Dairy and Food Co Ltd - sale of milk powder products
-
609
Bright Dairy and Food Co Ltd - reimbursement of costs
(890)
(1,118)
Bright Dairy and Food Co Ltd - interest payable
(569)
-
Sichuan New Hope Nutritionals Ltd - sale of milk powder products
-
-
Sichuan New Hope Nutritionals Ltd - other costs
-
-
No significant contingent liabilities are outstanding at balance date (2023: $nil).
(a)
Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
2024
2023
$'000
$'000
Pokeno modifications
-
745
Major operational capital expenditure
2,666
-
The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have
been included as work in progress.
Settlement with The a2 Milk Company
Refer to the "Material events and other significant items" section of these notes for further information.
Equity Placement
Refer to the "Material events and other significant items" section of these notes for further information.
Refinancing
Refer to the "Material events and other significant items" section of these notes for further information.
Completion of North Island strategic review
Refer to the "Material events and other significant items" section of these notes for further information.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
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.
PAGE 125 & 126
ANNUAL REPORT 2024
Independent auditor’s report
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 2024, 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 Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
●
the statement of financial position as at 31 July 2024;
●
the income statement for the year then ended;
●
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
●
the notes to the financial statements, comprising material accounting policy information and
other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the
International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the area of a limited scope logistics benchmarking
review. The provision of this other service has not impaired our independence as auditor of the Group.
Material uncertainty related to going concern
We draw attention to the going concern note (pages 71 to 73) to the financial statements, which
indicates that the Group incurred a loss after tax for the year of $182.1m and operating cash outflows
of $47.2m and that its current liabilities exceed its current assets by $235.6m as at that date. $369.7m
of borrowings are classified as current liabilities and are due for repayment or refinancing within twelve
months from the date of these financial statements.
The ability of the Group to continue trading as a going concern is dependent on the completion of a
planned recapitalisation of the business on 1 October 2024, which includes an equity placement, the
successful execution of new banking facilities which mature on 1 October 2025,and the settlement of
the dispute and other matters with The a2 Milk Company. All of these events are interdependent and
need to occur contemporaneously. In addition, the Group’s ability to continue to access capital is
dependent on achieving the forecasted improvement in trading performance and a significant reversal
of milk supply cessations. These events and conditions, along with the other matters set forth in the
Going concern note, indicate that material uncertainties exist that may cast significant doubt on the
Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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. In addition to the matter described in the Material
uncertainty related to going concern section above, we have determined the matter described below to
be the key audit matter to be communicated in our report.
Description of the key audit matter
How our audit addressed the key audit matter
Synlait impairment assessments
As outlined in note 1, a goodwill impairment test
was performed as at 31 January 2024 due to
impairment indicators at that time which resulted
in a $50.3m impairment in the Group’s half year
financial statements. As a result, no Synlait
goodwill remained on the statement of financial
position.
As at 31 July 2024 asset impairment indicators,
including the market capitalisation, multiple profit
downgrades and continued underutilisation of
the North Island plant, were evident. Asset
impairment testing was performed at both the
Synlait South Island and Synlait North Island
cash generating units (CGUs).
For the Synlait South Island CGU management
performed a value in use model, using a
discounted cash flow model, which indicated
sufficient headroom.
An independent third party valuation was
obtained for the Synlait North Island CGU which
indicated the recoverable amount from the value
in use model, on the basis of ceasing dairy
processing and refocusing on advanced
nutritional products which do not require raw
milk (consistent with the outcome of the strategic
asset review), was higher than the fair value less
cost to sell. However, the recoverable amount
from the value in use model was below the
carrying value of the assets indicating a further
$64.2m impairment for the Synlait North Island
CGU as at 31 July 2024.
The total impairment recognised for the year
ended 31 July 2024 therefore amounts to
$114.6m, the majority of this related to the
Synlait North Island CGU.
Given the materiality of the impairment
recognised for the Synlait North Island CGU,
impairment indicators for the Synlait South
Island CGU, and the significant level of
estimation and judgement applied in determining
key assumptions used the Synlait impairment
assessments is considered a key audit matter.
Our audit focused on assessing and challenging
the key assumptions used by management in their
impairment assessment.
Our procedures included the following:
●
evaluated the appropriateness of the
identification of the Synlait CGUs against the
requirements of NZ IAS 36;
●
compared the cash flows included in
management’s impairment model to the board
approved plans;
●
assessed the Group’s forecasting accuracy by
comparing historical forecasts to actual
results;
●
discussed with management the basis for the
cash flow forecasts and the key drivers of
change in the forecasts, including internal and
external factors;
●
engaged our valuation expert to assist us with:
○
considering whether the valuation
methodology applied was appropriate;
○
assessing whether the discount rates and
long term growth rates used by
management and their advisors was
reasonable in the context of the forecasts
●
tested the accuracy of the calculations in the
impairment models, and considered whether
the carrying amount of the CGU’s net assets
and allocation of corporate assets and costs
were correctly included and allocated
appropriately between the two CGUs in the
respective impairment assessments based on
cost drivers;
●
evaluated the reasonableness of
management’s assumptions underpinning the
forecast cash flows including considerations
around the impact of The A2 Milk Company
settlement, cost of securing future milk supply
and the outcome of the strategic asset review
based on our understanding of the underlying
contractual terms, the Group and the industry;
●
performed sensitivity analyses for the effect of
reasonably possible changes in key
assumptions on the impairment assessments;
and
●
considered the appropriateness of disclosures
in the financial statements against the
requirements of NZ IFRS and IFRS.
PAGE 127 & 128
ANNUAL REPORT 2024
Our audit approach
Overview
Overall group materiality: $8,100,000, which represents
approximately 0.5% of total revenue.
We chose total revenue as the benchmark because, in our view, it is
a more stable benchmark than loss before income tax and is a
generally accepted benchmark.
Full scope audits were performed for two entities in the Group based
on their financial significance being Synlait Milk Limited and
Dairyworks Limited. Specified audit procedures and analytical review
procedures were performed on the remaining entities.
As reported above, in addition to the matter described under the
Material uncertainty related to going concern section of our report,
we have one key audit matter, being:
●
Synlait impairment assessments
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the 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 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.
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). The other information we obtained prior to the date of this auditor’s report
comprised the information included in the annual report, excluding the Sustainability Report 2024,
which forms part of the Annual Report, but will be published at a later date.
Our opinion on the financial statements does not cover the other information and we do not and will
not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the 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.
When we read the Sustainability Report 2024, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to the Directors and use our professional
judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such
internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
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 conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these 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.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Elizabeth Adriana
(Adri) Smit.
For and on behalf of:
Chartered Accountants
30 September 2024
Christchurch
PAGE 129 & 130
DIRECTORY
Registered and head office
1028 Heslerton Road
Rakaia, RD13
New Zealand
Contact us
+64 3 373 3000
info@synlait.com
synlait.com
You can also follow us on
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Computershare Investor
Services Limited
Private Bag 92119
Auckland 1142
Level 2
159 Hurstmere Rd
Takapuna
Auckland 0622
0800 467 335
+64 9 488 8777
enquiry@computershare.co.nz
Auditor
PricewaterhouseCoopers
PwC Centre
Level 4, 60 Cashel Street
PO Box 13244
Christchurch 8013
New Zealand
+64 3 374 3000
pwc.co.nz
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.
B CORP™ CERTIFIED
ANNUAL REPORT 2024
PAGE 131 & 132