Synlait Milk Limited logo

Synlait FY20 result published

Full Year Results27 September 2020SMLConsumer Staples

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2020

Synlait Pokeno, Waikato
Review of financial performance 03

Financial and performance metrics 13

Milk price 14

Financial statements 15

Director’s responsibility statement 15

Income statement 16

Statement of comprehensive income 17

Statement of changes in equity 18

Statement of financial position 19

Statement of cash flows 20

Notes to the financial statements 21

Performance 25

01 Revenue recognition and segment information 26

02 Expenses 28

03 Reconciliation of profit after income tax to net cash inflow from

operating activities 29

Working Capital 30

04 Trade and other receivables 31

05 Inventories 35

06 Trade and other payables 36

Long Term Assets 37

07 Property, plant and equipment 38

08 Intangible assets 41

09 Leases 45

Debt and Equity 47

10 Finance income and expenses 48

11 Loans and borrowings 49

12 Share capital 51

13 Share based payments 52

14 Reserves and retained earnings 54

Financial Risk Management 55

15 Financial risk management 56

16 Financial instruments 63

Other 68

17 Income tax 69

18 Business combinations 73

19 Other investments 77

20 Related party transactions 79

21 Contingencies 82

22 Commitments 83

23 Events occurring after the reporting period 84

24 Other accounting policies 84

Auditors report 85

Directory 91

CONTENTS

PAGE 01 & 02ANNUAL FINANCIAL STATEMENTS 2020

REVIEW OF FINANCIAL PERFORMANCE
The Group has continued to execute on its strategy of growing both our Nutritional (infant and lactoferrin) and Everyday

Dairy businesses which is reflected through revenues exceeding $1 billion for the second time in FY20 with revenues

of $1,302.0 million. Earnings before interest, tax, depreciation and amortisation (EBITDA) grew 13% to $171.4 million

demonstrating the strength of our infant and lactoferrin businesses. Reported after tax earnings were a profit of $75.2

million, a 9% decrease reflecting investments in new facilities and acquisitions over the past two years to achieve

growth ambitions as well as increased overhead expenditure in areas of the business that support future growth

opportunities aligned to our strategy.

Average reference commodity prices increased steadily in the first half of the 2019/20 milk season until February.

Reference commodity prices fell steadily from February through May as global uncertainty driven by COVID-19 impacted

commodities. The average reference basket price in the 2019/20 season increased to $3,128, a 4% increase vs the

2018/19 season. This increase, as well as a lower FX rate, are the key contributors to the $0.65 increase in the average

base milk price paid to our suppliers in 2019/20, which moved from $6.40 to $7.05 per kgMS.

Gross profit performance

Sales

Our total gross profit per MT of $1,359 is 7% higher than last year’s $1,268 per MT. A direct result of the favourable sales

product mix in FY20. Continued investment in people to support key growth projects, higher Lead With Pride™ supplier

engagement costs, and the full impact of depreciation from the completion of the investment program in prior years

tempering the upside. Over time, as we grow into our capacity, we will see a positive incremental impact on gross profit

and increased ROCE with fixed costs per MT at its highest immediately after the completion of a new facility.

Consumer packaged gross profit improved $24 per MT, generated from higher utilisation of our consumer packaging

facilities in Dunsandel and Auckland.

Lactoferrin margin per MT has materially increased over FY19 due to a favourable market pricing environment.

Lactoferrin production volume also increased following the facility upgrades which were completed in November 2019

(up 26%), and overall contributed $28 million of gross profit in FY20 (FY19: $13 million).

Everyday Dairy

The Everyday Dairy category represents the acquisition of Talbot Forest Cheese and Dairyworks, along with the

Advanced Dairy Liquid Packaging Facility at Dunsandel. Gross Profit from this area is net $0.4 million, a result reflecting

some initial commissioning challenges in the Advanced Dairy Liquid Packaging Facility at Dunsandel and low fixed

overhead recoveries as we move from commissioning phase to a focus on increasing utilisation. Dairyworks and Talbot

Forest Cheese are tracking to expectations generating Gross Profit of $2.6 million combined in FY20. In FY21 we will

focus on integrating Dairyworks and Talbot Forest Cheese and leverage synergies with the core Synlait business.

We received 76.8 million kilograms of milk solids (kgMS) from our contracted suppliers, 12.4 million kgMS more than FY19

to support the Pokeno facility. We also sold (net) 6.0 million kgMS over the season of which 1.4 million kgMS was cream

sold from the Pokeno facility, resulting in an overall 7% or 4.4 million kgMS increase in milk processed in FY20. Again, this

was enabled by the investments and implementation of the IWS programme as mentioned above – the IWS programme

increased facility production capacities validating the investment management has made into this programme.

Sales (metric tonnes)FY20FY19Growth %

Ingredients101,222106,802(5)%

Consumer packaged powders49,18042,90715%

Lactoferrin302146%

Total150,432149,7300.5%

OVERVIEW

FINANCIAL PERFORMANCE

Sales

Revenue in FY20 at $1,302.0 million is $277.7 million or 27% higher than FY19 ($1,024.3 million), with total sales volume

of 150,432 MT (excluding Everyday Dairy, which is discussed in a separate section below) in line with FY19 but product

mix significantly moving from commodities to higher value canned infant formula.

This revenue growth was driven by a 15% increase in high value canned infant formula sales, and a 46% increase in

lactoferrin sales volumes. The uplift in higher value product sales was enabled by the investments made in prior years

as well as from manufacturing efficiencies which have delivered through our Integrated Work Systems (IWS) programme.

PAGE 03 & 04ANNUAL FINANCIAL STATEMENTS 2020

Milk price
Raw milk remains Synlait’s most significant component of our cost of goods sold. Our final average base milk price

for the 2019/20 season is $7.05 per kgMS, compared to our 2018/19 average base milk price of $6.40 per kgMS. In

addition, we paid out $0.25 per kgMS in incentive and premium payments through a2, Lead With Pride

TM

, Grassfed and

winter milk payments, increasing the average total milk payment to $7.30 per kgMS compared with $6.58 per kgMS in

2018/19. Premiums and incentive payments are higher in 2019/20 predominantly through an increase in our winter milk

payments. This resulted in our contracted suppliers receiving a total of $19.3 million in additional value-added

premiums in the 2019/20 season, compared to $11.5 million in 2018/19.

Overhead expenditure

Overhead expenses for FY20 at $80.9 million were up $18.7 million from $62.1 million in FY19. Notable increases

in these overhead costs include overhead expenditure from acquired subsidiaries ($4.6 million), depreciation

($4.0 million), employee costs ($4.4 million) and multi-site distribution ($1.4 million).

As previously signalled, increases in overhead expenditure reflect continued investment to help run the new facilities

that we are bringing on-line and enter new categories.

The impact of COVID-19 on expenditure is not evident in the year-on-year comparison. However, there was a reduction

in training, entertainment, travel and consulting costs totalling $2.5 million across the business. This is partially offset by

higher cleaning costs of $0.3 million and additional warehouse space costs of $0.2 million to mitigate against the risk of

export channels slowing down.

The $12.0 million increase in net financing costs is due to an increase in interest-bearing debt as a result of continued

capital expenditure and lower capitalised interest.

Gross interest on term debt increased by $5.8 million to $15.2 million in FY20 with higher average interest-bearing debt

year-on-year as a result of the acquisition of subsidiaries and continued capital expenditure across both years, with

lower interest rates providing some offset. Capitalised interest decreased by $5.4m to $2.1m in FY20 with Synlait Pokeno

commissioned in early FY20 and the Advanced Dairy Liquid Packaging Facility at Dunsandel commissioned in FY19.

Net financing costs

Net financing costs at $21.4 million increased 127% over FY19’s $9.4 million.

$ millionFY20FY19

Profit before tax$101.9$115.1

Add back: net finance cost$21.4$9.4

EBIT$123.3$124.5

Add back: depreciation and amortisation$48.1$27.6

EBITDA$171.4$152.1

FY20FY19Va r.

Gross term debt interest(15.2)(9.4)(5.8)

Less capitalised interest2.17.5(5.4)

Net term funding interest(13.1)(1.9)(11.2)

Working capital funding interest(6.2)(6.9)0.7

Interest received0.11.2(1.1)

Loss on derecognition of financial assets(1.7)(1.8)0.1

Net short-term funding interest(7.8)(7.5)(0.3)

Interest on lease liabilities (0.5)0.0(0.5)

Net finance costs(21.4)(9.4)(12.0)

Powders and CreamConsumer Packaged

Infant Formula

LactoferrinTotal Powders

FY20

Sales Volume (MT)101,22249,18030150,432

Gross Profit ($M)134.440.528.4203.3

Gross Profit / MT1,327824943,0741,359

FY19

Sales Volume (MT)106,80242,90721149,730

Gross Profit ($M)142.234.313.3189.8

Gross Profit / MT1,331800646,0991,268

% Change

Sales Volume (MT)(5%)15%46%0%

Gross Profit ($M)(6%)18%113%7%

Gross Profit / MT0%3%46%7%

Gross profit by category EBITDA

Earnings before interest, tax, depreciation and amortisation (EBITDA), at $171.4 million, grew strongly demonstrating the

strength of our infant nutritional and lactoferrin businesses. The 13% increase on the FY19 result of $152.1 million was

driven by increased sales volumes and a favourable product mix.

PAGE 05 & 06ANNUAL FINANCIAL STATEMENTS 2020

Raw materials increased to $71.3 million (FY19: $40.1 million). Tonnage of raw materials increased to 13,614 (FY19: 11,307
MT). Higher raw materials balances reflect the acquisition of subsidiaries inventories, which, due to the nature of their

operations, are weighted towards holding higher volumes of raw material to enable cheese aging. Work in progress in

FY20 of $11.6m (FY19: nil) predominantly relates to bulk cheese manufactured at Talbot Forest Cheese that is awaiting

further manufacturing.

Finished goods inventory has increased to $186.5 million (FY19: $124.7 million). Tonnage of finished goods has

increased to 32,109 MT (FY19: 23,318 MT). The increase relates to a larger holding of our core infant nutritional products

and finished goods inventory held by Dairyworks and Talbot Forest Cheese.

Inventories were reviewed for impairment, resulting in a stock impairment provision totalling $2.0 million relating to

finished goods ($1.8 million) and raw materials ($0.2 million) (FY19: $0.3 million all relating to finished goods). This

increase primarily relates to production in late May which did not pass our stringent quality standards. Impaired finished

goods were written down to net realisable value.

In addition, we have an onerous contracts provision of $0.3 million (FY19: $0.5 million); the reduction from prior year is

due to product mix and a declining cost to manufacture.

Property, plant and equipment

Property, plant and equipment at $965.1 million, increased $119.9 million from FY19 at $845.2 million. The year-on-year

increase is a consequence of total capital expenditure of $129.4 million, acquisitions through business combinations of

$34.3 million, less depreciation of $40.0 million, impairment of $3.2 million, and net disposals of $0.6 million. The capital

expenditure of $129.4 million primarily relates to our growth initiative projects with $93.9 million of total spend in FY20.

FINANCIAL POSITION

Overview

In FY20 the Group continued to invest for the future, completing the construction of assets and acquisition of

businesses to allow us to successfully implement our strategy.

Our reported net profit after tax of $75.2 million, plus the movement in reserves, has increased total equity to $606.5

million at 31 July 2020 from $492.4 million.

Trade and other receivables

At $63.1 million, Group trade and other receivables have increased by $1.2 million on FY19 ($61.9 million). Synlait’s

trade and other receivables have decreased significantly year on year to $36.1m (FY19: $61.9m) driven by an increased

balance of receivables assigned as at 31 July 2020 (FY20: $131.3, FY19: $109.0). The differential is the trade and other

receivables of the subsidiaries acquired during FY20 (Dairyworks and Talbot Forest Cheese).

FY20FY19

$ millionMT$ millionMT

Synlait Milk Limited216.140,787*164.834,625*

Dairyworks Limited40.14,889*--

Synlait Foods (Talbot Forest) Limited13.21,766--

Working capital funding interest has decreased by $0.7 million due to lower interest rates, partly offset by higher

working capital requirements in FY20 than in FY19. Those working capital requirements being Synlait’s continued

growth; inventory build of infant nutritional products to ensure customer demand is able to be met, to protect against

COVID-19 supply chain disruption, and to ensure optimal utilisation of our plant through peak milk collection; together

with the additional working capital requirements of Dairyworks and Talbot Forest Cheese, which were acquired in FY20.

Loss on derecognition of financial assets is the financing cost associated with our receivables financing programme. It

has decreased slightly with lower interest rates offset by increased utilisation of these facilities.

Further, the Group adopted NZ IFRS 16 effective from 1 August 2019, resulting in $0.5m interest on lease liabilities for

FY20 (FY19: nil).

Foreign Exchange

The management of foreign exchange exposure is one of the key risks of the business with many product sales being

to overseas markets creating a primarily United States Dollar (USD) exposure risk. Our foreign exchange policy seeks to

achieve the lowest annual average New Zealand Dollar (NZD)/USD exchange rate for the year. In FY20 we achieved a

net annual average NZD/USD exchange rate of 0.6651 (FY19: 0.6792).

Earnings per share and return on capital employed

Our reported basic and diluted earnings per share (EPS) for FY20 was 41.95 cents and 41.85 cents respectively, against

45.89 cents and 45.77 cents in FY19. The dilutive shares are basic EPS adjusted for contingently issuable shares in

accordance with the Employee Share Scheme. The Group also generated a pre-tax return on average capital employed

of 12.6% in FY20 compared with 18.3% in FY19.

Inventories

Our inventory holdings increased to $269.4 million (FY19: $164.8 million). $53.3 million of this increase relates to the

inventory holdings of subsidiaries acquired during the year. The balance of the increase at Synlait is largely due to

increased holdings of canned and bulk infant nutritional products to ensure customer demand is able to be met, to

protect against potential Covid-19 supply chain disruption (increased safety stock), and to ensure optimal utilisation of

our plant through peak milk collection in FY21.

* inventory not measured in metric tonnes is excluded as not material to our volumes.

PAGE 07 & 08ANNUAL FINANCIAL STATEMENTS 2020

In February 2020, we commissioned our new North Island nutritional spray drier and related assets located in Pokeno.
The construction of the nutritional spray dryer was budgeted to cost $258.3 million (excluding the cost of the land). Total

spend on the project in FY20 was $64.1 million (FY19: $181.1 million, FY18: $12.7 million) for total spend to date of $257.9

million (excluding land).

During FY20 we also commissioned the capacity upgrade of our milk separation plant. Total spend in FY20 was $7.4

million (FY19: $6.5m) for total project spend of $13.9 million. In the year we also ramped up construction of our new

dry storage facility. Total spend on the project in FY20 was $18.7 million (FY19: $0.9 million, FY18: $0.2 million) for total

spend to date of $19.8 million.

Operational capital expenditure increased to $35.5 million from $18.5 million in FY19. The increase in expenditure

was attributable to the upgrades at Talbot Forest Cheese ($4.7 million) and Dairyworks ($1.9 million), acquisition of

replacement lactoferrin resin ($3.6 million), the fitout of the Christchurch office and upgrades to Dunsandel office

building ($3.2 million), the upgrade of the Wetmix kitchen ($1.2 million), and Blended Steam Supply project ($1.2 million).

The higher level of operational capital expenditure reflects the significant growth of the Group and its asset base over

FY19 and FY20.

Acquisitions of Talbot Forest Cheese and Dairyworks

On 1 August 2019 the Group completed the purchase of Talbot Forest Cheese when Synlait Foods (Talbot Forest)

Limited formally acquired Talbot Forest Cheese’s Temuka assets and operations. Total consideration paid was $38.3

million. Brands of $1.7 million were acquired and $16.1 million of goodwill arose on acquisition.

On 1 April 2020 the Group completed the acquisition of 100% of the shares of Dairyworks for a purchase price of $112

million on a debt-free basis with the equity price being locked in with an effective date of 30 September 2019. After

effective date adjustments for debt, working capital, and leakage – consideration of $63.6m was transferred to the

vendors on 1 April 2020. Brands of $15.8 million were acquired and $43.4 million of goodwill arose on acquisition.

Trade and other payables

Trade and other payables at $238.8 million is up $22.8 million on last year’s balance of $216.0 million. This variance is

due to the trade and other payables balances of Dairyworks and Talbot Forest Cheese at 31 July 2020.

Cash spent on investing activities of $225.0 million (FY19: $337.4 million) during the financial period, offset by cash

from operating activities of $105.5 million (FY19: $136.6 million), resulted in a free cash outflow of $119.5 million from

operating and investing activities. This together with cash outflows from interest and financing fees paid of $26.4 million

(FY19: $18.1 million), repayment of lease liabilities $4.2m, and Dairyworks loans and borrowings of $43.2 acquired on

acquisition account for the movement in net debt*. Operating cash flows are discussed further below.

With Net Debt* of $527.0 million, our gearing (Net Debt* / Net Debt* + Equity) is 46.5% (FY19: 40.4%) and our leverage

(Net Debt* / EBITDA) is 3.08x (FY19: 2.19x).

$ millionFY20FY19

Current debt$102.8$99.6

Term debt (carry amount)$426.8$249.5

Transaction costs $3.2$0.5

Cash on hand($5.9)($16.0)

Total Net Debt (excluding lease liabilities) $527.0$333.6

Contingent liability

The Group has included a contingent liability note in the annual financial statements relating to the Pokeno land

covenant issue. There are a range of possible outcomes in this dispute meaning the Group is not able to reliably

estimate a potential liability, if any. For further information please refer to the Contingent Liability note in the financial

statements, page 82.

Total net debt

Total net debt (excluding lease liabilities) at year end, including both current and term debt facilities less cash on hand,

was $527.0 million, an increase of $193.4 million over the FY19 balance of $333.6 million.

* Net debt excluding lease liabilities

PAGE 09 & 10ANNUAL FINANCIAL STATEMENTS 2020

Funding facilities and covenants
At reporting date, the Group had in place four syndicated bank facilities with ANZ and BNZ:

1. Working Capital Facility – reviewed annually in September with a year-end facility limit of NZD $320.0 million.

This is a dual currency (NZD & USD) facility.

2. Revolving Credit Facility A – maturing 1 October 2021 with a fixed facility limit of $150 million.

3. Revolving Credit Facility B – maturing 1 August 2023 with a fixed facility limit of $50 million.

4. Revolving Credit Facility C – maturing 1 August 2023 with a fixed facility limit of $50 million.

In addition to banking facilities, the company has on issue a $180.0m unsecured, subordinated, fixed rate bond maturing

17 December 2024.

Subsequent to reporting date, we have entered into an additional Revolving Credit Facility of $100m commencing 1

October 2020, stepping down to $70m on 1 January 2021 and maturing 1 May 2021. We have also reduced the working

capital facility of $320m down to $250m and extended the revolving credit facility A to mature on 1 October 2021.

We have five bank covenants in place within our syndicated bank facility agreement. These are:

1. Interest cover ratio - EBITDA to interest expense of no less than 3.00x based on full year forecast result

(FY20: 8.01x).

2. Minimum shareholders’ funds – must exceed $295.5 million (FY20: $469.9 million).

3. Working capital ratio – must exceed 1.50x (FY20: 3.40x).

4. Leverage ratio – no more than 4.0x (FY20: 3.19x).

5. Senior leverage ratio - no more than 3.0x (FY20: 2.14x).

The company was compliant with our bank covenants at all times during the financial period.

Note that the covenants are calculated in accordance with our banking facilities agreement and include adjusting items

that are not presented in the financial statements.

Angela Dixon

Chief Financial Officer

Derivatives

As at 31 July 2020 we held USD$525.5 million (net) in foreign exchange contracts as detailed in note 15 of the annual

financial statements. These have been placed across a 24-month future period, in accordance with our Treasury Policy.

Given the recent appreciation in the NZD/USD exchange rate, we have mark to market unrealised gains associated with

these contracts at year-end of $17.5 million after tax, a movement of $38.5 after tax year-on-year. As our foreign exchange

contracts fully hedge against future USD receipts and payments, this unrealised gain is recognised in other reserves in

equity rather than through the income statement. The impact of these foreign exchange contracts will play out in the

periods in which they mature, and they will form part of our annual average NZD/USD exchange rate in those periods.

We also have in place a nominal balance of $57.3 million of interest rate swap agreements at year-end (FY19: $79.5

million) at various weighted average interest rates, generating an unrealised mark to market loss of $4.9 million after

tax, a movement of $0.2m after tax year-on-year, with swap agreements unwinding partly offset by lower interest rates.

We continue to use dairy commodity derivatives to support the management of the risk of movement in dairy

commodity prices. Dairy commodity derivatives with a nominal balance of NZD $12.0 million were in place at year end

(FY19: NZD $5.3 million).

Year-on-year there was a $38.8 million movement in the cash flow hedge reserve from ($26.1) million in FY19 to

$12.6 million in FY20. The cash flow hedge reserve relates to derivatives and the year-on-year movement is primarily

explained by the movement in fair value of foreign exchange contacts as detailed above.

Operating cash flows

Operating cash flows at $105.5 million are down $30.9 million on FY19 ($136.6 million). The primary reason for this

decrease was due to an unfavourable movement in working capital year-on-year with an increase in infant formula

product on hand and additional working capital requirements of Dairyworks and Talbot Forest Cheese.

PAGE 11 & 12ANNUAL FINANCIAL STATEMENTS 2020

FINANCIAL AND PERFORMANCE METRICSMILK PRICE
2016/172017/182018/192019/20

kgMS collected 63,249,602 63,616,077 63,438,694 76,550,913

Average fat %4.904.864.914.90

Average protein %3.923.893.923.98

Average lactose %5.064.994.994.99

Volume of components collected (kg)

Fat 35,123,275 35,289,377 35,270,506 42,252,084

Protein 28,126,327 28,327,076 28,168,188 34,298,829

Lactose 36,292,742 36,221,310 35,894,766 42,977,611

Component value

1

Fat $4.70$6.97$7.36$8.44

Protein$6.56$4.63$4.18$4.20

Lactose$1.87$2.03$1.53$1.67

Component value ratio

Fat 1111

Protein1.3970.6640.5670.497

Lactose0.3980.2910.2080.198

Total $ paid per component

Fat $164,998,609$245,903,402$259,645,339$356,688,641

Protein$184,528,391$131,063,290$117,657,713$143,911,349

Lactose$67,823,876$73,377,129$54,987,988$71,818,527

Volume charge($27,732,308)($27,289,173)($26,283,402)($32,746,784)

Average base milk price

2

$6.16$6.65$6.40$7.05

Total incentive payment$8,908,367$8,127,045$11,530,895$19,249,791

Average incentive payment per kgMS

3

$0.14$0.13$0.18$0.25

Total average Synlait payment per kgMS

4

$6.30$6.78$6.58$7.30

Key financial metrics

1

Currency as stated (in millions)FY2016FY2017FY2018FY2019FY2020

Income statement

Revenue 546.9 759.0 879.0 1,024.3 1,302.0

Gross profit 102.1 112.1 166.5 186.3 203.7

EBITDA

2

83.7 88.8 138.6 152.1 171.4

EBIT

2

62.9 67.6 113.1 124.5 123.3

NPAT 35.7 39.5 74.6 82.2 75.2

Revenue (USD per MT)

3

3,316 3,659 4,815 4,602 5,181

Gross profit per MT (NZD)

3

877 792 1,294 1,268 1,359

EBIT per MT sold (NZD)

3

540 478 879 855 858

Net cash from / (used in) operating activities 104.4 115.2 98.4 136.7 105.5

Balance sheet

Net operating assets

4

455.2 423.5 493.3 633.9 1,043.3

Return on net operating assets16.2%15.4%24.7%22.1%14.7%

Net return on capital employed (pre-tax)14.5%14.8%22.7%18.3%12.6%

Debt / debt + equity (excl derivatives)48.7%18.7%20.9%39.2%47.1%

Net debt / EBITDA

6

2.5 0.9 0.8 2.2 3.1

Earnings per share 23.50 22.82 41.60 45.89 41.95

Average FX conversion rate (NZD:USD) 0.7058 0.6814 0.7047 0.6792 0.6651

Base milk price 3.91 6.16 6.65 6.40 7.05

Total milk price (kgMS)

5

4.02 6.30 6.78 6.58 7.30

Key operational metrics

Sales (MT)

Powders and cream 100,393 122,606 93,042 106,802 101,222

Consumer packaged Infant Formula 15,999 18,776 35,580 42,907 49,180

Lactoferrin 10 11 16 21 30

Total sales (MT)

3

116,402 141,393 128,637 149,730 150,432

Production (net production)

Powders and cream 104,703 115,991 102,833 103,131 107,098

Consumer packaged Infant Formula 16,043 19,403 36,651 43,168 50,918

Lactoferrin 8 12 12 23 29

Total production (MT)

3

120,754 135,407 139,496 146,322 158,045

Milk purchases ('000 kg MS)

Milk purchased from contracted supply 54,125 63,255 63,639 64,189 76,875

Milk purchased from other suppliers 3,573 1,700 (2,853) 1,877 (6,079)

Total milk purchases ('000 kg MS) 57,698 64,954 60,785 66,066 70,796

This table shows how Synlait take the milk supplied by our contracted farmer suppliers, value the milk components,

and make a pay-out via the average base milk price.

The 2019/20 milk price had not been fully paid out at the time the annual report was released. 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 2019/2020 milk season we paid out an average base milk price of $7.05 with an average

additional incentive payment of $0.25 per kgMS.

1

Rounded to two decimal places

2

Amount paid for components + volume charge / kgMS collected = base milk price

3

Includes incentives and winter incentive payments

4

Base milk price + average incentive payment

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 accordingly.

A reconciliation of EBIT and EBITDA is provided in the Review of Financial Performance on page 06.

3

Synlait Milk Limited only and fresh milk is excluded in FY20 and FY19 (part year in FY19)

4

Net operating assets includes current assets, PPE and intangible assets. It excludes capital work in progress, derivatives, goodwill,

trade payables and tax liabilities.

5

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 June 1st – May 31st.

6

Net debt calculation excludes lease liabilities, for banking covenant purposes lease liabilities are included.


PAGE 13 & 14ANNUAL FINANCIAL STATEMENTS 2020

The Directors are pleased to present the financial statements for Synlait Milk Limited and its subsidiaries, Synlait Milk Finance
Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard Pearse Drive Limited, Synlait Business Consulting

(Shanghai) Limited, Synlait Foods (Talbot Forest) Limited, Dairyworks Limited and Dairyworks (Australia) Pty Limited (together

“the Group”) as set out on pages 15 to 84 for the year ended 31 July 2020.

The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group

as at 31 July 2020 and the financial performance and cash flows for the year ended on that date.

The Directors consider that the financial statements of the Group have been prepared using appropriate accounting policies,

consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting and

accounting standards have been followed.

The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the

determination of the financial position of the Group and facilitate compliance of the financial statements with the

Financial Markets Conduct Act 2013.

For and on behalf of the Board.

Graeme Milne

Chair

25 September 2020

Willem Jan (Bill) Roest

Independent Director

25 September 2020

DIRECTORS’ RESPONSIBILITY STATEMENT

20202019

Notes$’000$’000

Revenue11,302,0251,024,305

Cost of sales2(1,098,292)(837,976)

Gross profit203,733186,329

Other income1404898

Share of profit/(loss) from associates1933(580)

Sales and distribution expenses2(32,318)(26,836)

Administrative and operating expenses2(48,561)(35,303)

Earnings before net finance costs and income tax123,291124,508

Finance expenses10(19,777)(8,819)

Finance income101341,232

Loss on derecognition of financial assets10,4(1,747)(1,842)

Net finance costs10(21,390)(9,429)

Profit before income tax101,901115,079

Income tax expense17(26,693)(32,840)

Net profit after tax for the period75,20882,239

Earnings per share

Basic earnings per share (cents)1241.9545.89

Diluted earnings per share (cents)1241.8545.77

INCOME STATEMENT

For the year ended 31 July 2020

FINANCIAL STATEMENTS

ANNUAL FINANCIAL STATEMENTS 2020

The accompanying notes form part of and are to be read in conjunction with these financial statements.

PAGE 15 & 16

20202019
Notes$’000$’000

Profit for the period75,20882,239

Items that may be reclassified subsequently to profit and loss

Effective portion of changes in fair value of cash flow hedges1553,882(21,323)

Exchange differences on translation of foreign operations(12)-

Income tax on other comprehensive income17(15,087)5,971

Total items that may be reclassified subsequently to profit and loss38,783(15,352)

Other comprehensive income for the year, net of tax38,783(15,352)

Total comprehensive income for the year113,99166,887

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 July 2020

Share

Capital

Employee

Benefits

Reserve

Cash Flow

Hedge

Reserve

Foreign

Currency

Translation

Reserve

Retained

Earnings

Total

Equity

GroupNotes$’000$’000$’000$’000$’000$’000

Equity as at 1 August 2018268,074930(10,796)-166,536424,744

Profit or loss for the year----82,23982,239

Other comprehensive income

Effective portion of changes in fair value of cash flow hedges--(21,410)--(21,410)

Movement in time value hedge reserve--87--87

Income tax on other comprehensive income--5,971--5,971

Total other comprehensive income--(15,352)--(15,352)

Employee benefits reserve13,14,17-728---728

Total contributions by and distributions to owners-728---728

Equity as at 31 July 2019268,0741,658(26,148)-248,775492,359

Profit or loss for the year----75,20875,208

Other comprehensive income

Effective portion of changes in fair value of cash flow hedges--53,882--53,882

Exchange differences on translation of foreign operations---(12)-(12)

Income tax on other comprehensive income--(15,087)--(15,087)

Total other comprehensive income--38,795(12)-38,783

Employee benefits reserve13,14,17470(336)---134

Total contributions by and distributions to owners470(336) - --134

Equity as at 31 July 2020268,5441,32212,647 (12)323,983606,484

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 July 2020

PAGE 17 & 18ANNUAL FINANCIAL STATEMENTS 2020

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.

STATEMENT OF FINANCIAL POSITION
As at 31 July 2020

STATEMENT OF CASH FLOWS

For the year ended 31 July 2020

20202019

Notes$’000$’000

(restated)

ASSETS

Current assets

Cash and cash equivalents5,88716,007

Trade and other receivables463,05761,933

Intangible assets84,2303,686

Goods and services tax refundable6,3983,689

Income accruals and prepayments12,4049,554

Inventories5269,384164,849

Derivative financial instruments15,1622,5302,358

Other current assets2,50020,500

Total current assets386,390282,576

Non-current assets

Property, plant and equipment7965,104845,202

Intangible assets842,50316,428

Goodwill8,1865,5456,026

Other investments19143110

Derivative financial instruments15,1614,08445

Right-of-use assets918,497-

Total non-current assets1,105,876867,811

Total assets1,492,2661,150,387

LIABILITIES

Current liabilities

Loans and borrowings11102,83799,626

Trade and other payables6238,770216,020

Current tax liabilities24,56129,220

Derivative financial instruments15,1614,14827,960

Lease liabilities94,422-

Total current liabilities384,738372,826

Non-current liabilities

Loans and borrowings11426,754249,482

Deferred tax liabilities1754,64725,034

Derivative financial instruments15,164,80510,686

Lease liabilities914,838-

Total non-current liabilities501,044285,202

Total liabilities885,782658,028

Equity

Share capital12268,544268,074

Reserves1413,957(24,490)

Retained earnings14323,983248,775

Total equity attributable to equity holders of the Group606,484492,359

Total liabilities and equity1,492,2661,150,387

20202019

Notes$’000$’000

Cash flows from operating activities

Cash receipts from customers1,316,0761,025,168

Cash paid for milk purchased(545,792)(461,369)

Cash paid to other creditors and employees(635,402)(403,420)

Net movement in goods and services tax(2,709)2,846

Income tax payments(26,633)(26,670)

Net cash inflow from operating activities3105,540136,555

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired18(72,927)(18,000)

Interest received1341,232

Purchase of property, plant and equipment(139,212)(309,314)

Proceeds from sale of property, plant and equipment242(147)

Purchase of intangible assets(13,262)(11,127)

Net cash outflow from investing activities(225,025)(337,356)

Cash flows from financing activities

Proceeds from the issuance of subordinated bonds11180,000-

Transaction costs paid on issue of subordinated bonds(3,370)-

(Repayment)/drawdown of borrowings18(43,224)152,300

Net movement in working capital facility3,21150,305

Interest paid(23,048)(18,069)

Repayment of lease liabilities(4,185)-

Net cash inflow from financing activities109,384184,536

Net decrease in cash and cash equivalents(10,101)(16,265)

Cash and cash equivalents at the beginning of the financial year16,00732,129

Effects of exchange rate changes on cash and cash equivalents(19)143

Cash and cash equivalents at end of year5,88716,007

PAGE 19 & 20ANNUAL FINANCIAL STATEMENTS 2020

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.

Comparative numbers for goodwill and deferred tax have been restated due to a prior period error. Refer to Note 18 for further detail.

The consolidated financial statements (“financial statements”) presented are those of the Group, including Synlait Milk
Limited and its subsidiaries Synlait Milk Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard

Pearse Drive Limited, Synlait Business Consulting (Shanghai) Limited, Synlait Foods (Talbot Forest) Limited, Dairyworks

Limited and Dairyworks (Australia) Pty Limited.

Synlait Milk Limited is primarily involved in the manufacture and sale of dairy products.

The parent company, Synlait Milk Limited, is a profit oriented entity, domiciled in New Zealand, registered under the

Companies Act 1993 and listed on the New Zealand Stock Exchange and the Australian Securities Exchange. Synlait

Milk Limited is a FMC reporting entity under the Financial Market Conducts Act 2013 and its financial statements comply

with that Act.

REPORTING ENTITY

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.

The financial statements were authorised for issue by the directors on 25 September 2020.

Basis of measurement

These financial statements have been prepared on the historical cost basis except for certain items as identified in

specific accounting policies.

Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic

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

Zealand Dollars ($), which is the Company’s functional currency and are rounded to the nearest thousand ($000).

Transactions and balances

Transactions in foreign currencies are translated to the functional currency at the exchange rates at the dates of the

transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to

the functional currency at the exchange rate at that date.

BASIS OF PREPARATION

In March 2020, the World Health Organisation declared the outbreak of COVID-19 as a pandemic. The Group’s operations

were deemed an essential service and therefore continued throughout the various New Zealand Government COVID-19

alert levels. The Group’s primary focus in responding to the pandemic has been to protect the safety of its staff and to

implement appropriate controls around its production facilities. Access restrictions were put in place at all facilities,

including staff working from home where possible, additional cleaning and security provisions were also put in place on site

and other social distancing measures were adopted.

The COVID-19 pandemic has resulted in an increase in uncertainty in both global and local markets. Management assessed

the impact of COVID-19 on all aspects of the balance sheet, in particular the carrying value of receivables and inventory,

impairment of assets such as goodwill, and any impact from currency volatility during this period on the Group’s portfolio of

derivatives. Management has determined that there has been a modest impact on the balance sheet and the performance of

the Group in FY20.

The Group has continued to assess the impact of any changes to New Zealand Government COVID-19 alert levels which

have occurred subsequent to balance date and up to the date of the approval of the financial statements. The Group

has considered the impact of these changes and they are not expected to have a material impact on either the Group’s

operations or its financial statements.

COVID-19

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.

BASIS OF CONSOLIDATION

Use of accounting estimates and judgements

The preparation of these financial statements in conformity with NZ IFRS requires management to make judgements,

estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,

income and expenses. Actual results may differ from these estimates and assumptions.

Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the

period in which the estimate is revised and in any future periods affected.

Key sources of estimation uncertainty and key judgements relate to derecognition of financial assets, the assessment of

impairment of inventory and property plant and equipment, and the identification and valuation of goodwill and any other

indefinite life intangible assets. The individual notes in the financial statements provide additional information.

NOTES TO THE FINANCIAL STATEMENTS

PAGE 21 & 22ANNUAL FINANCIAL STATEMENTS 2020

SIGNIFICANT ACCOUNTING POLICIES
Standards, amendments and interpretations to existing standards that are not yet effective

There are no standards that are not yet effective and expected to have a material impact on the entity in the current or

future reporting periods and on foreseeable future transactions.

Changes in accounting policies

During the period the Group adopted the following new standards;

NZ IFRS 16 ‘Leases’ (effective 1 August 2019)

Effective 1 August 2019, the Group has adopted NZ IFRS 16, which supersedes NZ IAS 17 Leases (NZ IAS 17) and related

interpretations. Under NZ IAS 17, leases were previously classified as either operating or financing for lessees based on

an assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the

underlying asset to the Group. As the Group’s leases were previously classified as operating, straight-line operating lease

expense was recognised over the lease term in the comparative period.

NZ IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees, with a right-of-use asset (“ROU

asset”) representing the Group’s right to use the underlying asset, and a lease obligation representing its obligation to make

lease payments. Amortisation expense for ROU assets and interest expense for lease obligations replaces the straight-line

operating lease expense recognised under NZ IAS 17.

The Group has applied NZ IFRS 16 using the modified retrospective approach, under which the initial ROU asset is

measured at an amount equal to the lease liability resulting in no impact to retained earnings at 1 August 2019. Short-term

and low-value recognition exemptions were applied, as well as practical expedients allowing for the use of hindsight to

assess the lease term for contracts with extension options and the exclusion of leases with a term of less than one year

remaining at the transition date. The Group also utilised the practical expedient which allowed for all existing contracts which

were previously identified as leases to be treated as leases under NZ IFRS 16. NZ IFRS 16 was not applied to contracts which

were not previously treated as leases under NZ IAS 17 as at transition date.

The impact of transition is outlined under Note 9, with changes in accounting policies outlined below:

Lease definition

At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains,

a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

An identified asset may be implicitly or explicitly specified in a contract, but must be physically distinct, and must not have

the ability for substitution by a lessor. The Company has the right to control an identified asset if it obtains substantially all

of its economic benefits and either pre-determines, or directs how and for what purpose the asset is used.

Measurement of right-of-use assets and lease obligations

On initial application, the Group elected to record ROU assets equal to the corresponding present value of the

remaining lease liability. Subsequent additions were 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.

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 changes

its assessment of whether it will exercise 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.

Recognition exemptions

The Group has elected not to 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 in the consolidated

Income Statement. The Group has also elected to apply a single discount rate to portfolios of leases with reasonably

similar characteristics.

Accounting policies, accounting estimates and judgements that summarise the measurement basis used and are

relevant to the understanding of the financial statements are provided throughout the accompanying notes and are

designated by a shaded area.

The accounting policies adopted have been applied consistently throughout the periods presented in these financial

statements, except for the change in accounting policy relating to the adoption of NZ IFRS 16.

PAGE 23 & 24ANNUAL FINANCIAL STATEMENTS 2020

This section covers the Group’s financial performance and includes the
following notes:

01 Revenue recognition and segment information 26

02 Expenses 28

03 Reconciliation of profit after income tax to net cash inflow

from operating activities 29

PERFORMANCE01. REVENUE RECOGNITION AND SEGMENT INFORMATION

Sales of goods

The Group manufactures and sells a range of milk powder, milk powder related products, liquid milk, cheese and

butter to customers. Revenue from contracts with customers is recognised when the control of the goods has been

transferred to customers, being at the point when the goods are delivered. Delivery of goods is completed (i.e. the

performance obligation is fulfilled) when the goods have been delivered pursuant to the terms of the specific contract

agreed with the customer and the risks associated with ownership have been transferred to the customer.

Revenue is measured according to the contracted price agreed with customers, which represents fair value of

the 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.

Description of segments

The Group operates in one industry, being the manufacture and sale of milk powder, milk powder related

products, liquid milk, cheese and butter. The Board makes resource allocation decisions based on expected cash

flows and results of the Group’s operations as a whole and the Group therefore has one segment.

20202019

$’000$’000

Dairy products1,302,0251,024,305

Other sundry income404898

Total income1,302,4291,025,203

PAGE 25 & 26ANNUAL FINANCIAL STATEMENTS 2020

As a result of the recent acquisitions of both Synlait Foods (Talbot Forest) Limited and Dairyworks Limited, Management
is currently reviewing the way in which it internally reports on the business activities of the Group and this may result in

changes to how activities are reported to the Chief Operating Decision Maker in the future. Any changes made may

have a corresponding impact on segment results reported in the financial statements.

Revenues of approximately 64% (2019: 66%) are derived from the top three external customers. The proportion of sales

revenue by geographical area is summarised below:

20202019

China*5%8%

Rest of Asia19%24%

Middle East and Africa8%7%

New Zealand43%34%

Australia22%24%

Rest of World3%3%

Total100%100%

02. EXPENSES

20202019

$’000$’000

The following items of expenditure are included in cost of sales

Depreciation and amortisation38,85124,289

Employee benefit expense78,74848,711

KiwiSaver contributions1,6561,166

Export freight11,1049,524

Rent and storage2,471874

Increase/(decrease) in inventory provision1,702(1,805)

Decrease in onerous contract provision(156)(809)

The following items of expenditure are included in sales and distribution

Depreciation and amortisation5,9361,625

Employee benefit expense13,13710,195

KiwiSaver contributions376252

Rent and storage1,2843,637

The following items of expenditure are included in administrative and operating

Depreciation and amortisation3,2731,725

Employee benefit expense21,46717,986

KiwiSaver contributions618480

Information services5,1183,502

Directors fees802752

Share based payments expense523644

Impairment of intangible assets1,561123

Consultancy3,2682,768

Strategic Initiatives1,362162

Deloitte services included in administrative and operating expenses

Statutory audit fee276185

Half year accounts review5745

Other assurance services13077

Taxation compliance5369

516376

The year on year increase in some expenditure categories is in part due to the acquisition of Dairyworks Limited and Synlait Foods

(Talbot Forest) Limited. These two subsidiaries contributed $1.4m to sales and distribution expenditure and $3.7m to administrative and

operating expenditure since 1 August 2019. Refer to Note 18 for further detail on both acquisitions.

* 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 proportion of both infant nutritional and ingredients sales are ultimately consumed in China.

PAGE 27 & 28ANNUAL FINANCIAL STATEMENTS 2020

03. RECONCILIATION OF PROFIT AFTER INCOME TAX
TO NET CASH INFLOW FROM OPERATING ACTIVITIES

20202019

$’000$’000

Profit for the year75,20882,239

Non-cash and non-operating items

Depreciation and amortisation of non-current assets43,11227,639

Depreciation of right-of-use assets4,948-

Loss on sale of property, plant and equipment355147

Impairment of property, plant and equipment and intangible assets4,761123

Impairment recovery on property, plant and equipment(2,958)-

Share of (gain)/loss from associate(33)580

Non-cash share based payments expense523644

Interest costs classified as financing cash flow19,7778,819

Interest received classified as investing cash flow(134)(1,232)

Loss on derecognition of financial assets1,7471,842

Deferred tax9,2914,341

(Gain)/loss on derivative financial instruments(23)22

Unrealised foreign exchange losses/(gains)6(143)

Movements in working capital

Decrease/(increase) in trade and other receivables1,833(14,788)

(Increase) in prepayments(2,850)(5,214)

(Increase) in inventories(104,533)(19,444)

(Increase)/decrease in goods and services tax refundable(2,709)2,846

Increase in trade and other payables34,67346,306

(Decrease)/increase in current tax liabilities(4,659)1,828

Working capital items acquired27,205-

Net cash inflow from operating activities105,540136,555

WORKING CAPITAL

The working capital section gives information about the short term assets and

liabilities of the Group. This section includes the following notes:

04 Trade and other receivables 31

05 Inventories 35

06 Trade and other payables 36

PAGE 29 & 30ANNUAL FINANCIAL STATEMENTS 2020

04. TRADE AND OTHER RECEIVABLES
Trade receivables are amounts due from customers for merchandise sold or services performed in

the ordinary course of business. If collection is expected in one year or less they are classified as current assets. If

not, they are classified as non-current assets.

Impairment

The Group recognises a loss allowance for expected credit losses (“ECL”) on trade and other receivables. The Group

measures the provision for ECL using the simplified approach to measuring ECL which uses a lifetime expected loss

allowance for all trade receivables. The Group’s credit loss model requires the Group to account for expected credit

losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since

initial recognition of the financial assets. Therefore, it is no longer necessary for a credit event to have occurred

before credit losses are recognised.

The model is based on the Group’s historical credit loss experience, adjusted for factors that are specific to the

debtors, general economic conditions and an assessment of both the current as well as the forecast direction of

conditions at the reporting date.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected

life of a financial instrument. The expected credit loss is estimated as the difference between all contractual cash

flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to

receive, discounted at the original effective interest rate.

The Group writes off a financial asset when there is information indicating that the debtor is in such severe financial

difficulty and there is no reasonable and realistic prospect of recovery.

Furthermore, other impairment losses on an individual basis are determined by an evaluation of the exposures on an

instrument by instrument basis. All individual instruments that are considered significant are subject to this approach.

Credit Risk Management

The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its

contractual obligations resulting in financial loss to the Group. Trade and other receivables are potentially subject

to credit risk. The Group performs credit evaluations on trade customers. The Group continuously monitors the

credit quality of its major receivables and does not anticipate non-performance of those customers, nor has

there been historical non-performance of these customers. The Group also maintains strict controls for any credit

reviews such as credit increases.

The receivables assignment processes ensure that the Group’s trade receivables are materially managed in an

efficient and effective basis.

The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum

exposure to credit risk.

Included in trade receivables are debtors which are past due at balance date, as payment was not received within 30

days, and for which no provision has been made as there has not been a significant change in credit quality and the

amounts are still considered fully recoverable. No collateral is held over these balances and trade credit insurance

cover was not obtained in respect of these receivables. Interest is not charged on overdue debtors.

In the past six 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 2020. Three customers represent 70% of the overdue receivables. There

were no other forward looking indicators to indicate increases in credit risk. Refer to the basis of preparation section

of the accounts for further detail on the impact of COVID-19 on receivables.

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 2019.

20202019

$’000$’000

Trade receivables56,48458,076

Provision for doubtful and impaired receivables(977)(395)

Net trade receivables55,50757,681

Other receivables7,5504,252

Total receivables63,05761,933

PAGE 31 & 32ANNUAL FINANCIAL STATEMENTS 2020

04. TRADE AND OTHER RECEIVABLES (CONTINUED)
20202019

$’000$’000

Overdue by

0 to 30 days5,9506,021

30 to 60 days54960

Over 60 days2,725 1,044

Total overdue trade receivables9,224 7,125

(a) Impaired receivables

As at 31 July 2020, trade receivables of $9.2m were overdue (2019: $7.1m). These relate to a number of independent

customers for whom there is no recent history of default. The majority has since been collected but $3.9m remains

unpaid which is expected to be collected in the 2021 financial year. The aging analysis of these overdue trade

receivables is as follows:

(b) Allowance for bad and doubtful receivables

The Group has recognised a loss of $0.4m in relation to unrecoverable trade receivables during the year (2019: $0.3m).

This relates to debtors that are overdue by more than 60 days. The Group has also recognised a loss of $0.1m for

estimated receivables impairment under NZ IFRS 9 Financial Instruments (2019: $0.1m).

(c) Trade and other receivables

Accounts receivable are amounts incurred in the normal course of business.

Receivables denominated in currencies other than the functional currency comprise NZ$38.5m (2019: $52.6m) of USD

and AUD denominated trade receivables.

(d) Derecognised financial assets

The Group has derecognised trade receivables that have been sold to two banks under the terms of receivables

purchase agreements entered into during January 2015 and January 2016. The Group routinely assess the terms

of the agreements and has determined that substantially all the risks and rewards have been transferred

to the banks. Receivables selected for assignment are with customers with strong credit ratings and good

payment histories. This minimises the risk (and therefore consequences) of late payment or default, as well as

resulting in little volatility in the present value of future cash flows in relation to assigned receivables under the

various scenarios detailed in the terms of the two agreements. An evaluation of external evidence of credit risk

has also been performed for each customer. The Group has assigned $131.3m of receivables as at 31 July 2020

(2019: $109.0m).

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. No new customers were assigned during the period.

If the Group’s customers defaulted on all trade receivables that have been derecognised at balance date, the Group

would be required to pay a late payment charge of $5,351 per day (2019: $9,003) for each day that these receivables

remain overdue, assuming that market conditions remain unchanged from reporting date. The likelihood that debtors

will fall overdue or remain overdue for a long period of time is small, given the strong credit ratings and good payment

histories of the customers whose receivables have been selected for assignment.

The loss for the period of $1.7m (2019: $1.8m) arising from derecognition of assigned receivables is the discount paid to

the banks for acquiring these receivables.

PAGE 33 & 34ANNUAL FINANCIAL STATEMENTS 2020

05. INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where

applicable, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being

allocated on the basis of normal operating capacity. Cost is determined on a weighted average basis and in the

case of manufactured goods, includes direct materials, labour and production overheads. Net realisable value is the

estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated

costs necessary to make the sale.

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 management 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

management 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. Management judgement is required as

often indicators of impairment can be removed through further investigation or rework meaning that no write-down

to net realisable value is required. Management 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 management on a monthly basis, using their judgement in

determining expected future proceeds based on current indicators of the condition of inventory.

A key management estimation in determining inventory cost is the Monthly Milk Price which is derived from a

forecast milk price for the year. The Monthly Milk Price forms a key component of the product cost through the year.

20202019

$’000$’000

Raw materials at cost71,30540,058

Work in progress at cost11,573-

Finished goods at cost178,336118,090

Finished goods at net realisable value8,1706,701

Total inventories269,384164,849

Raw material inventories at $71.3m (13,614 MT) have increased (2019: $40.1m, 11,307 MT), primarily due to the acquisitions

of subsidiaries. The tonnage has increased at a slower rate than the value as Synlait Milk Limited holds less raw materials

by volume but comparatively more high-value infant additives.

Finished goods have increased to $186.5m (32,109 MT) (2019: $124.8m, 23,318 MT). The increase relates to inventory held

by subsidiaries and an increased holding of our core infant formula products. Finished goods held at net realisable value

have increased as a result of our acquisitions of subsidiaries.

The cost of inventories recognised as an expense during the year was $1,098.3m (2019: $838.0m). The cost of inventories

recognised as an expense includes $10.9m (2019: $7.4m) in respect of write downs of inventory to net realisable value.

The total inventory provision as at reporting date was $2.0m, of which $1.8m related to finished goods and $0.2m to raw

materials (2019: $0.3m, all related to finished goods). The increase primarily relates to production in late May which did not

pass our stringent quality standards.

In addition, the total onerous contracts provision as at reporting date was $0.3m (2019: $0.5m).

06. TRADE AND OTHER PAYABLES

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or

less otherwise they are presented as non-current liabilities.

Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and

are subsequently measured at amortised cost using the effective interest method. Payables that are settled within

a short duration are not discounted.

20202019

$’000$’000

Trade payables106,94282,122

Accrued expenses118,853126,690

Employee entitlements12,8097,208

Other payables166 -

Total trade and other payables238,770 216,020

Payables denominated in currencies other than the functional currency comprise NZ$11.9m (2019: $0.5m) of USD, EUR and AUD

denominated trade payables and accruals.

PAGE 35 & 36ANNUAL FINANCIAL STATEMENTS 2020

LONG TERM ASSETS
The assets section provides information about the long term investments made

by the Group to operate the business and generate returns to shareholders.

This section includes the following notes:

07 Property, plant and equipment 38

08 Intangible assets 41

09 Leases 45

07. PROPERTY, PLANT AND EQUIPMENT

Recognition and measurement

Property, plant and equipment are initially measured at cost less accumulated depreciation.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed

assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a

working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on

which they are located.

When a self-constructed asset meets the definition of a qualifying asset under NZ IAS 23 Borrowing Costs, borrowing

costs directly attributable to the construction of the asset are capitalised until such a time as the asset is substantially

ready for its intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

When major components of an item of property, plant and equipment have different useful lives, they are accounted

for as separate items of property, plant and equipment.

Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the

item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost

can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised

in profit or loss as incurred.

Depreciation

Depreciation of property, plant and equipment is recognised in profit or loss on a straight line basis over the estimated

useful lives of each part of an item of property, plant and equipment. 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 management’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 - 50 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.

PAGE 37 & 38ANNUAL FINANCIAL STATEMENTS 2020

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.

LandBuildingsPlant

and

Equipment

Fixtures and

Fittings

Capital

Work in

Progress

Total

$’000$’000$’000$’000$’000$’000

Cost

Balance as at 1 August 20187,457136,711419,8499,55780,675654,249

Additions27,500---306,100333,600

Reclassification/transfer-46,45795,6104,499(146,566)-

Disposals-(127)(2,251)(1,283)-(3,661)

Balance as at 31 July 201934,957183,041513,20812,773240,209984,188

Additions----129,381129,381

Additions through business combinations (note 18)1,3504,61026,0602,02123334,274

Reclassification/transfer458103,202185,44111,213(300,314)-

Impairment--(1,050)-(2,301)(3,351)

Disposals-(75)(2,777)(746)-(3,598)

Balance as at 31 July 202036,765290,776720,88225,26267,2081,140,893

Accumulated depreciation

Balance as at 1 August 2018-18,36092,8475,373-116,580

Depreciation (note 2)-4,23620,0601,403-25,699

Disposals-(44)(1,964)(1,283)-(3,291)

Balance as at 31 July 2019-22,552110,9435,493-138,988

Depreciation (note 2)-6,90929,8693,177-39,955

Impairment--(151)--(151)

Disposals-(33)(2,300)(668)-(3,001)

Balance as at 31 July 2020-29,426138,3638,000-175,789

Carrying amounts

As at 31 July 201934,957160,489402,2657,282240,209845,202

As at 31 July 202036,765261,350582,52117,26067,208965,104

07. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

(a) Impairment

During the period, property, plant, and equipment have been examined for impairment. A $3.2m (2019: $nil) 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. Of the $3.2m impairment charge, $3.0m related to the write-down of blending and

canning over-cap equipment determined to not be fit for purpose due to engineering and design deficiencies and $0.2m

related to other projects which were assessed as being unlikely to provide future economic benefit. Compensation

for impairment of $3.0m has been recognised in profit and loss on the basis that the Group is contractually entitled to

compensation relating to the write-down of the blending and canning over-cap equipment which was determined to not

be fit for purpose. FVLCOD and value-in-use was determined to be $nil for all assets determined to be impaired.

(b) Capital work in progress

Assets under construction includes capital expenditure projects, until they are commissioned and transferred to property,

plant and equipment. Capital work in progress of $67.2m is significantly lower than 2019 ($240.2m) due to the completion

of Synlait Pokeno and resulting transfer from work in progress to fixed assets.

(c) Capitalised borrowing costs

During the year, the Group has capitalised borrowing costs amounting to $2.1m (2019: $7.5m) on qualifying assets.

Interest has been capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset.

In the year, borrowing costs were capitalised for Synlait Pokeno and the Dry Store 4, enterprise resource planning

system, and separator capacity upgrade projects. Borrowing costs continue to be capitalised for the Dry Store 4 and

enterprise resource planning system upgrade projects.

PAGE 39 & 40ANNUAL FINANCIAL STATEMENTS 2020

08. INTANGIBLE ASSETS
Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition over the

net of the fair values of the assets and liabilities of the subsidiaries acquired. Goodwill is tested for impairment

annually and is carried at cost as established at the date of acquisition of the subsidiary, less accumulated

impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to cash-generating units (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 and trademarks are shown at historical cost. Patents and trademarks have a finite

useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line

method to allocate the cost of patents and trademarks over their estimated useful lives of 10 years.

Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the

specific software. These costs are amortised on a straight line basis over their estimated useful lives of 3 to 10 years.

Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique software

products controlled by the Group are recognised as intangible assets.

New Zealand Units (NZU)

New Zealand Units are purchased to offset carbon emissions under the New Zealand Emissions Trading Scheme.

The units are measured at cost.

Impairment of non-financial assets

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether

there is any indication of impairment.

An impairment loss is recognised if the carrying amount of an asset or its 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 CGU’s 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.

PAGE 41 & 42ANNUAL FINANCIAL STATEMENTS 2020

08. INTANGIBLE ASSETS (CONTINUED)
GoodwillBrandsPatents,

Trademarks

and Other

Intangibles

Computer

Software

Intangibles

in Progress

New

Zealand

Units

Total

$’000$’000$’000$’000$’000$’000$’000

Year ended 31 July 2019

Opening net book amount (restated)6,026-3524,5323,2002,96717,077

Additions--4973,1707,1175,76516,549

Development costs recognised as an asset----(3,667)-(3,667)

Amortisation charge (note 2)--(131)(1,809)--(1,940)

Asset disposals/surrendered----(123)(1,756)(1,879)

Closing net book value (restated)6,026-7185,8936,5276,97626,140

Year ended 31 July 2019

Current-----3,6863,686

Non-current6,026-7185,8936,5273,29022,454

Closing net book value (restated)6,026-7185,8936,5276,97626,140

Year ended 31 July 2020

Opening net book value6,026-7185,8936,5276,97626,140

Additions--9085,23411,3284,13821,608

Acquisition through business combination (note 18)59,51917,545107263160-77,594

Development costs recognised as an asset--2515(6,183)-(6,143)

Impairment (note 2)----(1,561)-(1,561)

Amortisation charge (note 2)--(344)(2,813)--(3,157)

Asset disposals/surrendered-----(2,203)(2,203)

Closing net book value65,54517,5451,4148,59210,2718,911112,278

Year ended 31 July 2020

Current-----4,2304,230

Non-current65,54517,5451,4148,59210,2714,681108,048

Closing net book value65,54517,5451,4148,59210,2718,911112,278

Intangibles in progress of $10.3m at balance date is predominantly constituted of project to date spend on systems and

process development.

The opening goodwill balance for the year ended 31 July 2019 has been restated to correct an immaterial prior period error

which was identified during the current year. Please refer to Note 18 for further detail.

*This range includes a 30% decrease in Talbot Forest branded FY21 sales, reflecting a conservative downside resulting from the recent

voluntary recall of Talbot Forest branded cheese from customers throughout New Zealand. Refer to Note 18 for further information on

the brand assets acquired.

(a) Impairment tests for indefinite life intangibles

As at 31 July 2020 management has determined that there is no impairment of any CGU containing goodwill.

For the purposes of goodwill impairment testing, goodwill has been allocated to two CGU groups; the Auckland

blending and canning CGU and consumer foods CGU. The recoverable amounts of the CGU’s have been determined

based on value in use.

The value-in-use calculation uses five year future cash flows based on Board approved business plans, due diligence

performed as part of the acquisition, and managements past experience. Based on projected future cash flows,

management has determined that the recoverable amount of the CGU’s exceeds the combined carrying values and

therefore goodwill is not impaired. The business plans were modelled using the following key assumptions:

20202019

Annual revenue growth rates(0.6%) - 7.9%0.0%

Allowance for increase in expenses1.9% - 4.0%2.5%

Pre-tax discount rate10.7% - 15.2%11.8%

Terminal growth rate0.0% - 2.0% 0.0%

20202019

Annual revenue growth rates(30.0%)* - 7.9%0.0%

Allowance for increase in expenses1.9% - 4.0%2.5%

Royalty rate25.0%0.0%

Post-tax discount rate8.5% - 11.2%8.5%

Terminal growth rate0.0% - 2.0% 0.0%

Indefinite life intangibles, which is comprised entirely of brands, has been calculated using the relief from royalty method.

The impairment testing was modelled using the following key assumptions:

Management has carried out a sensitivity analysis and believe that any reasonably possible change in the key assumptions

would not cause the book value of any of the CGU’s, or groups of CGU’s, to exceed their recoverable amount.

PAGE 43 & 44ANNUAL FINANCIAL STATEMENTS 2020

09. LEASES
The Group’s leased assets include buildings and plant and equipment. Effective 1 August 2019, the Group adopted

NZ IFRS 16 as outlined in the significant accounting policies section, recognising ROU assets and lease obligations of

$7.2m. The following table reconciles the Group’s lease commitments disclosed in the consolidated financial statements

as at 1 August 2019, to the lease obligations recognised on initial application of NZ IFRS 16:

Lease commitments, 31 July 20198,902

Recognition exemptions for short-term and low-value leases(2,444)

Discounted using the incremental borrowing rate at 1 August 2019(683)

Lease remeasurements1,417

Lease obligations recognised at 1 August 20197,192

Lease obligations were measured at the present value of remaining lease payments at the transition date, discounted at

the Group’s incremental borrowing rate. The Group’s weighted average rate applied at 1 August 2019 was 3.49%.

BuildingsPlant and

Equipment

Total

$’000$’000$’000

RIGHT-OF-USE ASSETS

Cost

Balance as at 1 August 20196,7264667,192

Additions and acquisitions6,497606,557

Acquisitions through business combinations (note 18)8,9927089,700

Foreign exchange differences(9)-(9)

Balance as at 31 July 202022,2061,23423,440

Depreciation

Balance as at 1 August 2019---

Depreciation4,7022464,948

Foreign exchange differences(5)-(5)

Balance as at 31 July 20204,6972464,943

Carrying amounts

Balance as at 1 August 20196,7264667,192

Balance as at 31 July 202017,51098718,497

Total

$’000

LEASE OBLIGATIONS

Contractual, undiscounted cash flows associated with the Group’s lease obligations are as follows:

Within one year5,061

Between one and five years15,015

Beyond five years2,443

Total undiscounted lease obligations22,519

Discounted lease obligations recognised on the Company’s consolidated balance sheet are as follows:

Current4,422

Non-current14,838

Total discounted lease obligations19,260

Interest expense on lease obligations for the year ended 31 July 2020 was $0.45m and is included in finance expense. Operating lease

expenses relating to short-term and low-value leases not included in the measurement of lease obligations for the year ended 31 July

2020 were $1.4m.

PAGE 45 & 46ANNUAL FINANCIAL STATEMENTS 2020

DEBT AND EQUITY
The debt and equity section gives information about the Group’s capital

structure and financing costs related to this structure. This section includes the

following notes:

10 Finance income and expenses 48

11 Loans and borrowings 49

12 Share capital 51

13 Share based payments 52

14 Reserves and retained earnings 54

10. FINANCE INCOME AND EXPENSES

Interest income is recognised using the effective interest method. When a loan or receivable is impaired,

the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted

at the original effective interest rate of the instrument, and continues unwinding the discount as interest income.

Interest income on impaired loans and receivables is recognised using the original effective interest rate.

Interest 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, which was adopted by the Group during the period. Refer to Note 9 and

Changes in accounting policies for further detail.

20202019

$’000$’000

Interest income on loans and deposits1341,232

Total finance income1341,232

Interest and facility fees(21,414)(16,345)

Capitalised borrowing cost2,0897,526

Interest on leases(452)-

Total finance costs(19,777)(8,819)

Loss on derecognition of financial assets(1,747)(1,842)

Net finance costs(21,390)(9,429)

PAGE 47 & 48ANNUAL FINANCIAL STATEMENTS 2020

11. LOANS AND BORROWINGS
Interest bearing liabilities are recognised initially at fair value, net of transaction costs incurred. Interest bearing liabilities

are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the

redemption value is recognised in the profit and loss component of the statement of comprehensive income over the

period of the borrowings using the effective interest method.

20202019

Drawn Facility

Amount

Transaction

Costs

Carrying

Amount

Drawn Facility

Amount

Transaction

Costs

Carrying

Amount

$’000$’000$’000$’000$’000$’000

Working capital facility NZD68,910-68,91047,240-47,240

Working capital facility USD33,927-33,92752,386-52,386

Current liabilities102,837-102,83799,626-99,626

Retail bonds180,000(2,987)177,013---

Revolving credit facility250,000(259)249,741250,000(518)249,482

Non-current liabilities430,000(3,246)426,754250,000(518)249,482

(a) Terms of loans and borrowings

The revolving credit facility and working capital facility within the Group are secured under the terms of the General Security

Deed dated 26 June 2013, by which all present and future property is secured to the ANZ Bank and Bank of New Zealand.

The Group facilities include:

• A secured revolving credit facility (Facility A) of $150m maturing on 1 August 2021.

• A secured revolving credit facility (Facility B) of $50m maturing 1 August 2023.

• A secured revolving credit facility (Facility C) of $50m maturing 1 August 2023.

• A secured working capital facility of NZD $320m maturing on 30 September 2020.

The Group recently finalised an additional revolving credit facility of $100m commencing 1 October 2020, stepping down

to $70m on 1 January 2021 and maturing 1 May 2021. It also reduced the working capital facility of $320m to $250m and

extended it for a period of twelve months and extended revolving credit facility A to 1 October 2021.

The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility

arrangements. The Group has met all externally imposed capital requirements for the twelve months ended 31 July 2020

and 31 July 2019.

Retail Bonds

Borrowings under the retail bond programme are supported by a Master Trust Deed and supplemented by the Series

Supplement entered into between the Group and the New Zealand Guardian Trust Company Limited. The retail bonds are

unsecured and unsubordinated. At 31 July 2020, the retail bonds had a fair value of $187.7m, based on NZDX valuation.

Nominal Interest

Rate %

Financial Year of

Maturity

Carrying

Amount 2020

Carrying Amount

2019

Secured revolving credit facility (Facility A, B & C) - ANZ/BNZ1.48 %2021, 2023250,000250,000

Secured working capital facility - ANZ/BNZ - USD1.26 %202033,92752,386

Secured working capital facility - ANZ/BNZ - NZD1.50 %202068,91047,240

Subordinated retail bonds3.83 %2025180,000-

The nominal interest rate is calculated by adding the BKBM rate for NZD facilities, US LIBOR rate for USD facilities and

the applicable margin rate. It excludes line fees and swap costs. Nominal interest rate for the subordinated retail bonds

excludes transaction costs.

PAGE 49 & 50ANNUAL FINANCIAL STATEMENTS 2020

12. SHARE CAPITAL
Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a

deduction from the proceeds.

During the reporting period, 83,880 new ordinary shares were granted to participants of the Group’s Long Term Incentive

scheme as a result of share options that were granted under the scheme vesting and being converted to ordinary shares

(2019: nil). These shares were issued to the participants at no cost. Refer to Note 13 for further information.

2020 Shares2019 Shares20202019

$’000$’000

(a) Share capital

Ordinary shares

On issue at beginning of period179,223,028179,223,028268,074268,074

Issue of share capital under employee share plans83,880-470-

On issue at end of period179,306,908179,223,028268,544268,074

(b) Ordinary shares

All issued shares are fully paid and have no par value. Ordinary shares are entitled to one vote per share at meetings of

Synlait Milk Limited. All ordinary shares rank equally with regard to Synlait Milk Limited’s residual assets.

(c) Capital risk management

The Group’s capital includes share capital, retained earnings and reserves.

The Group’s policy is to maintain a sound capital base so as to maintain investor and creditor confidence and to sustain

future development of the business. The impact of the level of capital on shareholders’ return is also recognised and

the Group recognises the need to maintain a balance between the higher returns that might be possible with greater

gearing and the advantages and security afforded by a sound capital position.

The Group is subject to various security ratios within the bank facilities agreement.

The Group’s policies in respect of capital management and allocation are reviewed by the Board of Directors.

(d) Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing

the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted

EPS is determined by adjusting the profit or loss attributable to shareholders and the number of shares outstanding to include

the effects of all potential dilutive shares.

Basic EPS for the 2020 financial period was 41.95 cents (2019: 45.89). Diluted EPS for the 2020 financial period was 41.85 cents

(2019: 45.77).

13. SHARE BASED PAYMENTS

(a) LTI share scheme

Under the LTI share scheme, participants receive Performance Share Rights (“PSRs”) which can be converted into

Ordinary Shares in Synlait Milk Limited in three financial years’ time provided performance hurdles have been

met during the assessment period (the date of award of the PSRs plus three financial years). The number of PSRs

granted to participants is set at one quarter of their base salary divided by Synlait Milk Limited’s share price on the

date of the award of the PSRs.

The PSRs consist of 50% Total Shareholder Return Rights (“TSR Rights”) and 50% Earnings Per Share Rights (“EPS

Rights”). The vesting for both 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.

None of the above shares are held by the Group or its subsidiaries.

PAGE 51 & 52ANNUAL FINANCIAL STATEMENTS 2020

The table below sets out the movement in LTI share scheme PSR’s during the year:
20202019

Outstanding 1 August472,934506,839

Granted during the year148,005134,582

Forfeited during the year(202,079)(168,487)

Exercised during the year(83,880)-

Total334,980 472,934

2020 PSRs2019 PSRs

Risk free rate0.83 %1.97 %

Volatility37.70 %35.84 %

Share price at entitlement date9.7910.81

Share price at grant date9.1 88.66

Total value of options granted at grant date ($000’s)783559

20202019

$’000$’000

Expenses for equity settled share based payment transactions523 644

During the period, 83,880 new ordinary shares were granted to participants of the LTI scheme. See Note 12 for further detail.

The fair value of the PSRs awarded at grant date has been determined by an independent third party valuer, using a Monte

Carlo simulation to model the total share return for Synlait and the TSR peer group. The fair value of the PSRs awarded,

along with key assumptions, are listed below:

The estimated value of the PSRs is amortised over the vesting period from grant date.

(b) Expenses arising from share based payment transactions

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

expense were as follows:

14. RESERVES AND RETAINED EARNINGS

(a) Retained earnings

Movements in retained earnings were as follows:

Group

20202019

$’000$’000

Balance 1 August248,775166,536

Net profit for the year75,20882,239

Balance 31 July323,983 248,775

(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 hedging

instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate transactions that have

not yet occurred.

(ii) Employee benefits reserve

The current year movement in the employee benefits reserve of ($0.3m) is comprised of the cumulative share based

payment expense for share options not yet vested of $0.5m (2019: $0.6m), vesting of rights during the period of ($0.5m)

(2019: $nil) and the related movement in deferred tax asset of ($0.3m) (2019: $0.1m)

(c) Dividends

No dividends were declared by the Group during the year.

PAGE 53 & 54ANNUAL FINANCIAL STATEMENTS 2020

FINANCIAL RISK
MANAGEMENT

The financial risk management section presents information about the Group’s

financial risk exposures and the financial instruments used to mitigate this. This

section includes the following notes:

15 Financial risk management 56

16 Financial instruments 63

15. FINANCIAL RISK MANAGEMENT

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk,

foreign exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps

and commodity derivative contracts.

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk

and commodity price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses

on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial

performance. The Group uses derivative financial instruments to hedge certain risk exposures.

On 1 April 2020, the Group completed the acquisition of 100% of the shares of Dairyworks Limited (“Dairyworks”). See

Note 18 for further details. The acquisition has introduced additional financial risks similar to the financial risks of the

Group. Dairyworks currently has its own separate treasury policy from the Group’s policy with the need for its own risk

management parameters to reflect the business and markets that it operates in. Any deviation in Dairyworks’ policy

from the Group is made explicit in the notes below.

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 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 2020, the Group has hedged 62% of its exposure to foreign exchange risk on sales, and 23% of its

exposure to foreign exchange risk on payables, over the following 2 years.

In addition to the above exposure, Dairyworks had entered USD $2.8m of foreign exchange contracts for confirmed

purchase of raw materials for production payable within several months of reporting date.

PAGE 55 & 56ANNUAL FINANCIAL STATEMENTS 2020

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.

Management has a credit policy in place under which each new customer is rigorously analysed for credit

worthiness. Investments and derivatives are only entered into with reputable financial banks.

The carrying amount of financial assets represents the Group’s maximum credit exposure. The Group also retains

all the late payment risk in the derecognition of financial assets, as described in note 4.

Synlait Milk Limited guarantees all facilities held by Synlait Milk Finance Limited.

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations as they fall due. The Group

evaluates its liquidity requirements on an ongoing basis and uses a variety of facilities to manage liquidity risk.

The Group has negotiated banking facilities sufficient to meet its medium term facility requirements.

The Group has internal limits in place in order to reduce exposure to liquidity risk, as well as having committed lines

of credit. It is the Group’s policy to provide credit and liquidity enhancements only to wholly owned subsidiaries.

15. FINANCIAL RISK MANAGEMENT (CONTINUED)

Market risk

(i) Foreign exchange risk

The Group’s exposure to foreign currency risk at the reporting date was as follows:

20202019

USDAUDEURRMBUSDAUDEURRMB

$’000$’000$’000$’000$’000$’000$’000$’000

Trade receivables23,0393,479--34,46236-18

Trade payables(7,142)(605)(243)-(363)-(11)-

Working capital facility(22,487)---(34,300)---

PAGE 57 & 58ANNUAL FINANCIAL STATEMENTS 2020

20202019
Weighted Average

Interest Rate

Nominal

Balance

Weighted Average

Interest Rate

Nominal

Balance

%$’000%$’000

Less than 1 year4.26 %57,2504.23 %79,500

1 to 2 years4.36 %40,0004.26 %57,250

2 to 3 years4.36 %40,0004.36 %40,000

3 to 4 years4.20 %30,0004.36 %40,000

4 to 5 years3.54 %15,0004.20 %30,000

5 to 6 years3.56 %10,0003.54 %15,000

6 to 7 years-%-3.56 %10,000

Post-tax impact on the

income statement

Post-tax impact on cash

flow hedge reserve (equity)

2020201920202019

$’000$’000$’000$’000

Interest rates

100 basis point increase in interest rate(2,879)(2,185)1,2521,764

100 basis point decrease in interest rate2,8792,185(1,303)(1,843)

Foreign exchange rates

5% increase in exchange rate--27,12723,985

5% decrease in exchange rate--(29,966)(26,504)

(ii) Interest rate risk

As at the reporting date, the Group had the following interest rate swap contracts outstanding:

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.

(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

At 31 July 2020

Working capital facility102,837---102,837

Trade and other payables238,770---238,770

Loans and borrowings-149,790276,964-426,754

Derivative financial instruments14,1488352,7821,18818,953

Lease liabilities4,4223,2068,1063,52519,260

Total360,177153,831287,8524,713806,574

At 31 July 2019

Working capital facility99,626---99,626

Trade and other payables216,020---216,020

Loans and borrowings-149,58099,902-249,482

Derivative financial instruments27,9606,5693,20191638,647

Total343,606156,149103,103916603,775

15. FINANCIAL RISK MANAGEMENT (CONTINUED)

20202019

Weighted Average

Exchange Rate

Nominal

Balance

Weighted Average

Exchange Rate

Nominal

Balance

USD$’000USD$’000

Exports

Less than 1 year0.6478379,5000.6895353,150

1 to 2 years0.6318192,0500.6765160,600

Imports

Less than 1 year0.6368(46,021)0.6752(42,467)

The Group’s exposure to foreign currency in the period ended 31 July 2020 is limited to its sales of dairy products,

purchases of raw materials for production, capital equipment purchases and USD working capital facility. As at the

reporting date, the Group had the following foreign exchange derivative instruments outstanding in respect of future

sales and purchases transactions:

(iii) Sensitivity analysis

The following table summarises the sensitivity of the Group’s profit and equity to interest rate risk and foreign exchange risk.

The sensitivity analysis below has been determined based on the mark to market impact on financial instruments of

changing interest and foreign exchange rates at balance date. The analysis is prepared assuming the amount of the

financial instrument outstanding at the balance sheet date was outstanding for the whole year, and by adjusting one

input whilst keeping the others constant.

PAGE 59 & 60ANNUAL FINANCIAL STATEMENTS 2020

Hedging instruments used
in cash flow hedges

Nominal

Amount

Carrying AmountHedge Accounted

Amounts in Cash

Flow Reserve

Total Cash Flow

Hedge Reserve

AssetsLiabilities Intrinsic Value

$’000NZD$’000NZD$’000NZD$’000NZD’000

31 July 2020

Foreign exchange risk

Foreign exchange contracts (USD)528,33736,41912,07824,34124,341

Interest rate risk

Interest rate swaps57,250-6,777(6,777)(6,777)

Commodity price risk

Dairy commodity futures (NZD)12,016195---

Total36,61418,85517,56417,564

At 31 July 2019

Foreign exchange risk

Foreign exchange contracts (USD)471,2832,32031,531(29,211)(29,211)

Interest rate risk

Interest rate swaps79,500-7,116(7,116)(7,116)

Commodity price risk

Dairy commodity futures (NZD)5,30783--8

Total2,40338,647(36,327)(36,319)

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.

The above table does not include USD $2.8m foreign exchange contracts held by Dairyworks as it has not elected to cash flow hedge.

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.

15. FINANCIAL RISK MANAGEMENT (CONTINUED)

20202019

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 contracts53,551-(19,703)-

Foreign currency collars--154-

Interest rate risk

Interest rate swaps339-(1,578)-

Commodity price risk

Dairy commodity futures (NZD)(8)(299)(196)-

Total53,882(299)(21,323)-

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:

20202019

Hedge Reserves$’000$’000

Opening balance(26,148)(10,796)

Movements attributable to cashflow hedges:

Change in value of effective derivative hedging instruments16,841(29,589)

Reclassifications to the income statement as hedged transactions occurred37,0418,266

Tax (credit)/expense(15,087) 5,971

Total movement38,795(15,352)

Closing balance12,647 (26,148)

PAGE 61 & 62ANNUAL FINANCIAL STATEMENTS 2020

16. FINANCIAL INSTRUMENTS
Classification

The Group classifies its financial assets in three categories: at amortised cost, at fair value through other

comprehensive income and at fair value through profit or loss. The classification of financial assets depends on the

business model within which the financial asset is held and its contractual cash flow characteristics.

The Group classifies its financial liabilities in two categories: at amortised cost and at fair value through profit or loss.

(i) Financial instruments at amortised cost

Financial assets are classified as measured at amortised cost if the Group’s intention is to hold the financial

assets for collecting cash flows and the contractual terms give rise on specified dates to cash flows that are solely

payments of principal and interest.

The Group currently classifies its cash and cash equivalents, restricted cash equivalents, accounts receivable and

other receivables as financial assets measured at amortised cost.

Financial liabilities are classified as measured at amortised cost using the effective interest method, with the

exception of those classified at fair value.

The Group currently classifies its accounts payable, accrued liabilities (excluding derivatives) and term debt as

financial liabilities measured at amortised cost.

(ii) Financial instruments at fair value through other comprehensive income (“FVOCI”)

The Group has elected to designate certain investments in equity instruments that are not held for trading as FVOCI

at initial recognition and to present gains and losses in other comprehensive income. Dividends earned from such

investments are recognised in profit or loss.

(iii) Financial instruments at fair value through profit or loss (“FVPL”)

Financial assets that do not meet the criteria for classification as measured at either amortised cost or FVOCI

are classified as FVPL.

Derivative financial instruments that are not in an effective hedge relationship are classified as FVPL.

Recognition and measurement

The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions

of the instrument.

Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group

commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all

financial assets not classified at fair value through profit or loss. Financial assets carried at fair value through profit or

loss are initially recognised at fair value, and transaction costs are expensed in the profit and loss component of the

statement of comprehensive income.

Where financial assets are subsequently measured at amortised cost, interest revenue, credit losses and

foreign exchange gains or losses are recognised in profit or loss. On derecognition, any gain or loss is

recognised in profit or loss. Financial liabilities subsequently measured at amortised cost are measured using

the effective interest method.

Where investments in equity instruments are designated as FVOCI, fair value gains and losses are recognised in other

comprehensive income. Dividends earned from such investments are recognised in profit or loss.

Where financial assets are subsequently measured at FVPL, all gains and losses are recognised in profit or loss.

A key management judgement is the assessment that substantially all the risks and rewards of ownership have been

transferred in the derecognition of financial assets.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or

have been transferred and the Group has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expired.

Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for

disclosure purposes.

As the Group’s financial instruments, 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.

PAGE 63 & 64ANNUAL FINANCIAL STATEMENTS 2020

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 4.

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, with the

exception for Dairyworks.

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.

16. FINANCIAL INSTRUMENTS (CONTINUED)

(i) Hedge accounting

The Group designates certain hedging instruments in respect of foreign currency risk and interest rate risk as cash

flow hedges. Hedges of risk on firm commitments and highly probably transactions are accounted for as cash flow

hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument

and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge

transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether

the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in fair values

or cash flows of the hedged item.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow

hedges are recognised in other comprehensive income and accumulated as a separate component of equity

in the hedging reserve. The gain or loss relating to the ineffective portion and reclassification adjustments are

recognised immediately in profit or loss, included in revenue for foreign exchange instruments and commodity

price derivatives, and finance costs for interest rate swaps.

Amounts recognised in the hedging reserve are classified from equity to profit or loss (as a reclassification

adjustment) in the periods when the hedged item is recognised in profit or loss, in the same line as the recognised

hedged item.

Hedge accounting is discontinued when the Group revokes the hedging relationships, the hedging instrument

expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss

recognised in the hedging reserve at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative

gain or loss that was recognised in the hedging reserve is immediately recorded in profit or loss.

The Group separates the intrinsic value and time value of vanilla option and collar contracts, designating only the

intrinsic value as the hedging instrument. The time value, including any gains or losses, is recognised in other

comprehensive income until the hedged transaction occurs and is recognised in profit or loss.

(iii) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative

instrument that does not qualify for hedge accounting are recognised immediately in the income statement.

PAGE 65 & 66ANNUAL FINANCIAL STATEMENTS 2020

At Amortised CostAt Fair Value Through
Other Comprehensive

Income

At Fair Value Through

Profit or Loss

Total

Financial assets$’000$’000$’000$’000

At 31 July 2020

Cash and cash equivalents5,887--5,887

Derivative financial instruments--36,61436,614

Trade and other receivables63,057--63,057

Instruments in equity-143-143

Total68,94414336,614105,701

At 31 July 2019

Cash and cash equivalents16,007--16,007

Derivative financial instruments--2,4032,403

Trade and other receivables61,933--61,933

Instruments in equity-110-110

Total77,9401102,40380,453

At Amortised CostAt Fair Value Through

Profit or Loss

Total

Financial liabilities$’000$’000$’000

At 31 July 2020

Derivative financial instruments-18,95318,953

Working capital facility102,837-102,837

Trade and other payables238,770-238,770

Borrowings426,754-426,754

Total768,36118,953787,314

At 31 July 2019

Derivative financial instruments-38,64738,647

Working capital facility99,626-99,626

Trade and other payables216,020-216,020

Borrowings249,482-249,482

Total565,12838,647603,775

(a) Financial instruments by category

All derivative financial instruments are designated in effective hedge relationships, with exception for derivative financial

instruments held by Dairyworks.

For instruments held at amortised cost, carrying amount is considered a reasonable approximation for fair value, with exception to

the Retail Bond.

16. FINANCIAL INSTRUMENTS (CONTINUED)OTHER

This section contains additional information regarding the performance of the

group during the financial year. This section includes the following notes:

17 Income tax 69

18 Business combinations 73

19 Other investments 77

20 Related party transactions 79

21 Contingencies 82

22 Commitments 83

23 Events occurring after the reporting period 84

24 Other accounting policies 84

PAGE 67 & 68ANNUAL FINANCIAL STATEMENTS 2020

17. INCOME TAX
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss

component of the statement of comprehensive income, except to the extent that it relates to items recognised

in either other comprehensive income or directly in equity. In these cases, the tax is also recognised in other

comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively

enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the

carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation

purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences

when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against

which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are

reduced to the extent that it is no longer probable that the related tax benefit will be realised.

New Zealand tax consolidated group

Synlait Milk Limited and its wholly-owned New Zealand controlled entity, Synlait Milk Finance Limited, form a tax

consolidated group. The New Zealand Dairy Company Limited, Eighty Nine Richard Pearse Drive Limited, Synlait

Foods (Talbot Forest) Limited and Dairyworks Limited are not members of the tax consolidated group.

20202019

$’000$’000

(a) Income tax expense

Current tax expense

Current tax on profits for the year(21,614)(29,220)

Current tax on prior period adjustments4,212721

Total(17,402)(28,499)

Deferred tax expense

Temporary differences(7,070)(3,433)

Changes in tax rates and laws2,229-

Prior year adjustments(4,473)(925)

Tax losses to carry forward2317

Total deferred tax(9,291)(4,341)

Income tax expense(26,693)(32,840)

(b) Reconciliation of effective tax rate

Profit before income tax101,901115,079

Income tax using the Group’s domestic tax rate - 28%(28,532)(32,222)

Non-deductible costs(889)(533)

Total(29,421)(32,755)

Prior year adjustments(261)(85)

Deferred tax credit relating to changes in tax rates and laws2,229-

Research and development tax credit779-

Other tax effects for reconciliation between accounting profit and tax expense(19)-

Total2,728(85)

Income tax expense(26,693)(32,840)

20202019

$’000$’000

(c) Imputation credits

Imputation credits available directly and indirectly to the shareholders of the Group98,00983,219

As part of the New Zealand Government’s COVID-19: Economic Response Package, depreciation deductions will be

reintroduced for new and existing industrial and commercial buildings from the 2020/21 tax year. The Group have determined

that, as a result of this legislative change, the tax base of certain assets has increased, reducing a taxable temporary

difference (deferred tax liability) previously recognised. The impact of these changes has resulted in a reduction in deferred

tax liabilities and a reduction in tax expense of $2.2m.

PAGE 69 & 70ANNUAL FINANCIAL STATEMENTS 2020

17. INCOME TAX (CONTINUED)
(d) Income tax recognised in other comprehensive income

The tax (charge)/credit relating to components of other comprehensive income is as follows:

(e) Deferred taxation

The balance comprises temporary differences attributable to:

Before TaxTax (Expense)/BenefitAfter Tax

$’000$’000$’000

31 July 2020

Cash flow hedges53,882(15,087)38,795

Other comprehensive income subject to tax53,882(15,087)38,795

31 July 2019

Cash flow hedges(21,323)5,971(15,352)

Other comprehensive income subject to tax(21,323)5,971(15,352)

20202019

$’000$’000

(restated)

Assets

Derivatives-10,170

Tax losses carried forward23112

Other items2,7932,128

Total deferred tax assets2,81612,410

Liabilities

Property, plant and equipment(47,632)(37,444)

Derivatives(4,918)-

Intangible assets(4,913)-

Total deferred tax liabilities(57,463)(37,444)

Total deferred tax(54,647)(25,034)

Balance

1 Aug 2018

Recognised

in Profit or

Loss

Recognised

in Other

Comprehensive

Income

Recognised

Directly in

Equity

Recognised

from a

Business

Combination

Prior Year

Adjustment

Balance 31

July 2019


Movements - Group

$’000

(restated)

$’000$’000$’000$’000$’000$’000

Property, plant and equipment(32,528)(4,165)---(751)(37,444)

Derivatives4,199-5,971---10,170

Other items1,287603-84-1552,128

Tax losses carried forward295(178)---(5)112

Total(26,747)(3,740)5,97184-(602)(25,034)

Balance

1 Aug 2019

Recognised

in Profit or

Loss

Recognised

in Other

Comprehensive

Income

Recognised

Directly in

Equity

Recognised

from a

Business

Combination

Prior Year

Adjustment

Balance 31

July 2020


Movements - Group

$’000 $’000$’000$’000$’000$’000$’000

Property, plant and equipment(37,444)(5,921)--227(4,495)(47,633)

Derivatives10,170-(15,087)---(4,918)

Other items2,1281,080-(389)(160)1342,793

Tax losses carried forward11223---(112)23

Intangible assets----(4,912)-(4,912)

Total(25,034)(4,818)(15,087)(389)(4,845)(4,473)(54,647)

The opening deferred tax balance relating to Plant, Property and Equipment for the year ended 31 July 2019 has been restated to

correct an immaterial prior period error which was identified during the current year. Please refer to Note 18 for further detail.

PAGE 71 & 72ANNUAL FINANCIAL STATEMENTS 2020

18. BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method. The cost of the acquisition is

measured at fair value, which is calculated as the sum of the assets given, liabilities incurred or assumed, and

equity instruments issued by the Group, at acquisition date, in exchange for control of the acquiree. Acquisition

related costs are recognised in profit or loss as incurred. The results of subsidiaries acquired or disposed of

during the year are included in the Consolidated Income Statement from the date of acquisition or up to the date

of disposal as appropriate.

(a) Talbot Forest Cheese Limited

On 1 August 2019, the Group completed the acquisition of selected assets and liabilities of Talbot Forest Cheese Ltd (“TFC”)

for total consideration of $38.3m, including inventory. The acquirer was a newly incorporated company, Synlait Foods (Talbot

Forest) Limited. On the acquisition date, the Group paid $18.8m. Of the remaining consideration payable, $18.1m was applied

against an intercompany loan owed by the vendor to the Group and the remaining $1.4m was paid over the course of FY20

upon completion of pre-completion works and plant acceptance tests. The acquisition has been accounted for in accordance

with IFRS 3, Business Combinations.

The acquisition of TFC includes a cheese manufacturing plant located in Temuka, New Zealand, capable of

manufacturing a variety of cheese products with an annual production capacity of 12,000MT, along with a consumer

cheese brand. The acquisition excludes the Talbot Forest Cheese artisan factory in Geraldine, New Zealand.

The following summarises the consideration paid for TFC and amounts of assets acquired and liabilities assumed

recognised at the acquisition date:

August 1, 2019

$’000

Current Assets

Inventory2,520

Non-current Assets

Property, plant and equipment12,745

Land and buildings5,960

Brand1,700

Non-current Liabilities

Deferred Tax(708)

Total identifiable net assets at fair value22,217

Goodwill arising on acquisition16,132

Total consideration38,349

Less: Debt and accrued interest payable owed to the Group extinguished upon acquisition(18,077)

Net cash outflow on acquisition20,272

The land, buildings, plant and equipment, inventory, and brand have been recognised at acquisition date fair values

based on third party valuations. Goodwill arose in the acquisition of the business operations of TFC because the cost of

acquisition reflected the benefit of future cash flows above the current fair market value of the assets acquired, and the

synergies and future market benefits expected to be obtained from the cheese manufacturing plant and related brand.

Acquisition costs of $0.1m and $0.3m have been recognised in the income statements for the years ended 31 July 2020

and 31 July 2019, respectively.

Impact of the acquisition on the results of the Group

From the date of acquisition, TFC has contributed $11.5m to revenue and a loss of ($4.7m) to net profit after tax. Had the

combination not taken place, revenue of the Group from continuing operations would have been $1,290.5m, and the net

profit from continuing operations for the Group would have been $79.9m.

(b) Dairyworks Limited

On 1 April 2020, the Group completed the acquisition of 100% of the shares of Dairyworks Ltd. (“Dairyworks”). The

purchase price of Dairyworks was $112 million on the basis of a debt and cash-free business. The acquisition was priced

using a locked box mechanism whereby the equity price of Dairyworks was determined or “locked-in” based on an

effective date balance sheet of 30 September 2019.

Debt, working capital, and other purchase price adjustments, based on the 30 September 2019 locked box adjustments

resulted in final consideration of $63.6m being transferred to the vendors of Dairyworks. Immediately following

acquisition, the Group repaid $43.0m of outstanding debt and accrued interest which was assumed as part of the

acquisition, utilising existing banking facilities.

Dairyworks’ operations are located in Christchurch, New Zealand. It specialises in the processing, packaging, and

marketing of dairy products including cheese, butter, ice cream, and milk powder through it’s four brands Alpine, Rolling

Meadow, Dairyworks, and Deep South. Dairyworks is one of the largest sellers of everyday dairy products in the New

Zealand consumer market.

The acquisition has been accounted for in accordance with IFRS 3, Business Combinations. The following summarises

the consideration paid for Dairyworks and fair values of assets acquired and liabilities assumed recognised at the

acquisition date.

PAGE 73 & 74ANNUAL FINANCIAL STATEMENTS 2020

18. BUSINESS COMBINATIONS (CONTINUED)
August 1, 2020

$’000

Current Assets

Cash and cash equivalents10,932

Trade receivables26,508

Inventory31,474

Other current assets413

Non-current Assets

Intangible assets530

Deferred tax assets472

Capital work in progress233

Property, plant and equipment15,336

Right-of-use assets9,700

Brands15,845

Current Liabilities

Trade and other payables(29,137)

Current tax liabilities(4,573)

Loans and borrowings(43,224)

Lease liability - current(1,399)

Non-current Liabilities

Deferred tax liabilities attributable to fair value differentials(4,609)

Lease liability - non-current(8,301)

Total identifiable net assets at fair value20,200

Goodwill arising on acquisition43,387

Total consideration63,587

Purchase price112,000

Less: Effective date adjustment for working capital and net debt(40,441)

Less: Interim period and other adjustments(7,972)

Total consideration transferred63,587

Less: Cash and cash equivalents acquired(10,932)

Net cash outflow on acquisition52,655

The land, buildings, plant and equipment, inventory, and brands have been recognised at acquisition date fair values

based on third party valuations. Right of use assets have been recognised at acquisition date present values of

remaining lease payments.

The acquisition gave rise to brand assets for the Rolling Meadow, Alpine, Dairyworks, and Deep South brands. The

brands were valued using the relief from royalty method. Key assumptions used in the valuation of the brand assets

were: notional royalty rate (25.0%), annual revenue growth rate (2.0% to 5.2%), post-tax discount rate (13.5%), and

terminal growth rate (2.0%).

This error has had no impact on either the earnings per share or diluted earning per share of the Group in any of the reporting

periods affected.

2017201820192020

Balance sheet (extract)$’000$’000$’000$’000

Goodwill2,3832,3832,3832,383

Deferred tax liabilities(2,383)(2,383)(2,383)(2,383)

Increase/(decrease) to net assets----

Goodwill arose in the acquisition of the business operations of Dairyworks because the cost of acquisition reflected the

benefit of future cash flows above the current fair market value of the assets acquired, and the synergies and future

market benefits expected to be obtained from Dairyworks’ operations and related brands.

Acquisition costs of $0.8m and $0.1m have been recognised in the income statements for the years ended 31 July 2020

and 31 July 2019, respectively.

Impact of the acquisition on the results of the Group

From the date of acquisition, Dairyworks has contributed $81.5m to revenue and $2.5m to net profit after tax. Had the

combination not taken place, revenue of the Group from continuing operations would have been $1,220.5m, and the net profit

from continuing operations for the Group would have been $72.7m. Had the acquisition occurred on 1 August 2019, revenue of

the Group would have been $1,465.8m and net profit would have been $79.0m.

During FY20 the Group began to leverage synergies between Synlait Foods (Talbot Forest) Limited and Dairyworks by

establishing an integrated cheese value chain. For the purposes of goodwill impairment testing, the Group has treated Synlait

Foods (Talbot Forest) Limited and Dairyworks as a single consumer food service cash generating unit. See Note 8 for further

detail on goodwill and impairment testing.

(c) Prior Period Error

During the year, an immaterial prior period error was identified in relation to the recognition of the acquisition of Eighty-

Nine Richard Pearse Drive Limited (see Note 17 in the Group financial statements for the year ended 31 July 2017 for further

information on the acquisition).

As part of the acquisition, a building was acquired which was non-depreciable for tax purposes as it had an estimated useful

life of 50 years or greater (building cost of $8.5m). A deferred tax liability was not recognised on the building in accordance

with NZ IAS 12 Income Taxes and NZ IFRS 3 Business Combinations as the initial recognition exemption was incorrectly

applied. Had a deferred tax liability been recognised, goodwill recognised on the acquisition would have increased by $2.4m.

The Group has elected to correct the error in the current period to ensure accuracy of these balances going forward. Each of

the affected financial statement line items for the prior periods have been restated as follows

PAGE 75 & 76ANNUAL FINANCIAL STATEMENTS 2020

19. OTHER INVESTMENTS
Investments in associates

Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling

interest, and has significant influence. Investments in associates are accounted for using the equity method and are

measured in the statement of financial position at cost plus post acquisition changes in the Group’s share of net assets.

Goodwill relating to associates is included in the carrying amount of the investment. Dividends reduce the carrying

value of the investment.

Associates

In January 2015, the Group acquired 25% of the shares of Sichuan New Hope Nutritionals, an infant formula company

registered in China. This company owns and markets the “Akara” and “E-Akara” infant formula brands in the Chinese

market, which are exclusively manufactured by Synlait Milk Limited.

The investment is not individually significant to the Group. The Group’s share of this equity accounted investment is as follows:

The carrying value of the investment in New Hope Nutritionals at balance date:

20202019

$’000$’000

Equity securities110110

Investment in associates33-

Total other investments143110

Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:

Equity Holding


Name of entity

Country of

Incorporation

Class of

Shares

2020

%

2019

%

Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary100100

The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary100100

Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary100100

Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary2525

Synlait Business Consulting (Shanghai) Limited (Subsidiary)ChinaOrdinary100100

Synlait Foods (Talbot Forest) Limited (Subsidiary)New ZealandOrdinary100-

Dairyworks Limited (Subsidiary)New ZealandOrdinary100-

Dairyworks (Australia) Pty Limited (Subsidiary)AustraliaOrdinary100 -

20202019

$’000$’000

Gain/(loss) from continuing operations33 (580)

Total33 (580)

20202019

$’000$’000

Opening balance-580

Share of gains/(losses)33(580)

Total33-

PAGE 77 & 78ANNUAL FINANCIAL STATEMENTS 2020

20. RELATED PARTY TRANSACTIONS
Parent entity

Bright Dairy Holding Limited hold 39.02% of the shares issued by Synlait Milk Limited (2019: 39.04%). Bright Dairy Holding

Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples’ Republic of China.

Other related entities

In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all

banking facilities for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is

charged at market rates.

In January 2015, the Group acquired 25% of the shares of 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

operations of the Chinese New Hope Dairy group, New Hope Dairy.

In May 2017 Synlait Milk Limited acquired 100% of the share capital of The New Zealand Dairy Company Limited and

Eighty Nine Richard Pearse Drive Limited. The New Zealand Dairy Company Limited was constructing a blending and

canning plant in Auckland, which was subsequently sold to Synlait Milk Limited. The New Zealand Dairy Company

Limited is now a non-trading entity. Eighty Nine Richard Pearse Drive Limited owns the land and buildings at which the

Auckland blending and canning plant was constructed. Eighty Nine Richard Pearse Drive Limited leased its land and

buildings to The New Zealand Dairy Company Limited, and now leases them to Synlait Milk Limited.

In May 2019, Synlait Business Consulting (Shanghai) Limited was incorporated. The wholly owned foreign entity started

operations from 1 August 2019 and the principal activity of the entity is to provide services to assist Synlait to market

products in China.

In 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. Synlait Foods (Talbot Forest) Limited manufactures a

variety of cheese products. Synlait Milk Limited supplies various dairy products to Synlait Foods (Talbot Forest) Limited,

most notably raw milk.

In April 2020, Synlait Milk Limited acquired 100% of the share capital in Dairyworks Limited. Dairyworks Limited

specialises in the processing, packaging, and marketing of dairy products, including cheese, butter, ice cream and milk

powder. Synlait Foods (Talbot Forest) Limited supplies manufactured cheese products to Dairyworks Limited. Dairyworks

Limited owns an Australian subsidiary, Dairyworks (Australia) Pty Limited.

Refer to Note 18 for further information on the acquisitions of both Synlait Foods (Talbot Forest) Limited and Dairyworks

Limited which occurred in the year ended 31 July 2020

Key management and personnel compensation

Other than their salaries and bonus incentives, there are no other benefits paid or due to directors and executive

officers as at 31 July 2020. The total short-term benefits paid to the key management and personnel is set out below.

20202019

$’000$’000

Short term benefits6,3985,773

Share based payments expenses (note 13)523644

PAGE 79 & 80ANNUAL FINANCIAL STATEMENTS 2020

20. RELATED PARTY TRANSACTIONS (CONTINUED)21. CONTINGENCIES
(c) Outstanding balances

The following balances are outstanding at the reporting date in relation to transactions with related parties other than key

management personnel:

20202019

$’000$’000

Purchase of goods and services

Bright Dairy and Food Co Ltd - Directors fees259196

Sale of goods and services

Bright Dairy and Food Co Ltd - Sale of milk powder products4,0746,464

Bright Dairy and Food Co Ltd - Reimbursement of costs-(91)

New Hope Innovation (Hong Kong) Trading Company Limited - Sale of milk powder products1,773-

(b) Transactions with other related parties

20202019

$’000$’000

Current receivables (sales of goods and services)

Bright Dairy and Food Co Ltd - Sale of milk powder products-1

Bright Dairy and Food Co Ltd - Reimbursement of costs(492)(233)

Sichuan New Hope Nutritionals Ltd - Sale of milk powder products(71)(72)

Sichuan New Hope Nutritionals Ltd - Other costs292296

The Group is currently involved in a dispute regarding restrictive covenants attached to land it purchased in Pokeno.

In February 2018, the Group announced the conditional purchase of 28 hectares of land in Pokeno to establish its

second nutritional powder manufacturing site. The land was subject to restrictive covenants limiting the development

of the land that the vendor was required to remove. The vendor applied to the High Court to have the restrictive

covenants removed.

In November 2018, the High Court removed the restrictive covenants. The High Court also declined to award

compensation to the covenant holder on the basis that they would not suffer any loss due to the extinguishment of the

covenants as they were of little practical value. The Group took legal title to the land following the High Court’s decision.

The covenant holder appealed to the Court of Appeal which in May 2019 overturned the High Court’s decision.

In June 2019, the Group filed an application for leave to appeal to the Supreme Court to have the Court of Appeal’s

decision overturned. The Supreme Court held an oral hearing on 21 October 2019 where leave to appeal was granted.

The appeal was heard by the Supreme Court on 3 and 4 June 2020 and the Group is yet to receive the Court’s ruling.

There are a range of possible outcomes for the Group including a negotiated settlement between the parties. Given the

range of possible outcomes the Group is not able to reliably estimate any potential liability.

No other significant contingent liabilities are outstanding at balance date (2019: $nil).

(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 2020 (2019: $nil).

(ii) Other transactions and balances

Directors of Synlait Milk Limited control 3.0% of the voting shares of the company at balance date (2019: 3.0%)

PAGE 81 & 82ANNUAL FINANCIAL STATEMENTS 2020

22. COMMITMENTS
23. EVENTS OCCURRING AFTER THE REPORTING PERIOD

(a) Capital commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

On 3 August 2020, Synlait Milk Limited incorporated a new subsidiary, Synlait Milk (Dunsandel Farms) Limited. The newly

incorporated entity acquired two farms adjacent to the Group’s Dunsandel facility for $25.7m on the same day. The Group

received Overseas Investment Office approval to acquire the land on 24 February 2020.

There were no further events occurring subsequent to balance date which require adjustment to or disclosure in the

financial statements.

(b) Operating lease commitments – group as lessee

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent

have been included as work in progress. There are no commitments to note for Synlait Foods (Talbot Forest) Limited and

Dairyworks Limited.

20202019

$’000$’000

Pokeno processing plant10,26449,455

Liquid dairy packaging facility1,18816,916

Separator capacity upgrade4195,820

Dry Store 414,1002,523

Pokeno Waste Water Initiative571-

Dunsandel farms (note 23) 25,700-

Total52,24274,714

Leases

The Group leases certain buildings, plant and equipment. Operating leases are where the lessor, rather than the

Group, has effectively retained the substantial risk and benefit of ownership of a leased item. Operating lease

payments are included in the determination of profit or loss in equal instalments over the period of the lease.

Lease incentives received are recognised on a straight line basis over the lease period. From 1 August 2019, this

policy only applies to short term and low value leases.

20202019

$’000$’000

Less than one year1673,468

Between one and five years1424,897

Greater than five years-537

Total309 8,902

The operating leases relate to the leasing of warehouse and office space, vehicles and printers. All terms are reviewed on a regular

basis. All leases are subject to potential renewal.

24. OTHER ACCOUNTING POLICIES

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and cash held on trust by Tax Management New

Zealand Ltd.

Goods and Services Tax (GST)

The profit and loss components of the statement of comprehensive income have been prepared so that all components

are stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables

and payables, which include GST invoiced.

PAGE 83 & 84ANNUAL FINANCIAL STATEMENTS 2020

Opinion
We have audited the consolidated financial statements of Synlait Milk Limited and its subsidiaries (the ‘Group’), which

comprise the consolidated statement of financial position as at 31 July 2020, and the consolidated income statement,

statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then

ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 15 to 84, present fairly, in all material

respects, the consolidated financial position of the Group as at 31 July 2020, and its consolidated financial performance

and cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International Standards on

Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 International Code of Ethics

for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International

Code of Ethics for Professional Accountants (including International Independence Standards), and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor and the provision of other assurance and taxation compliance services, we

have no relationship with or interests in the Company or any of its subsidiaries. These services have not impaired our

independence as auditor of the Company and Group.

Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the Group that

in our judgement would make it probable that the economic decisions of a reasonably knowledgeable person would be

changed or influenced (the ‘quantitative’ materiality). In addition, we also assess whether other matters that come to our

attention during the audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’

materiality). We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $5,150,000.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit of

the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

INDEPENDENT AUDITOR’S REPORT TO THE

SHAREHOLDERS OF SYNLAIT MILK LIMITED

KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED

THE KEY AUDIT MATTER

Pōkeno Land Legal Dispute

In February 2018 the Group announced the conditional

purchase of 28 hectares of land in Pōkeno to establish

its second nutritional powder manufacturing site.

In November 2018, the High Court removed the

covenants which would have hindered development of

the land. The Group took legal title to the land following

the High Court’s decision.

In May 2019 the Court of Appeal overturned the High

Court decision to remove the covenants.

In June 2019 leave was filed to appeal to the Supreme

Court with an oral hearing occurring in October and the

hearing taking place in June 2020.

The Group continues to be involved in legal

proceedings and as at the date of this report there has

been no ruling made by the Supreme Court.

The disclosure about and explanations of the legal

dispute are contained in note 21 of the notes to the

consolidated financial statements.

We have included the Pōkeno legal dispute as a

key audit matter due to the level of judgement and

uncertainty in relation to the legal dispute and the range

of possible outcomes.

We have evaluated the appropriateness of the

accounting treatment, the assessment of the potential

outcomes of the proceedings and the accounting

presentation of the legal dispute by performing the

following procedures:

• Reading the High Court and Court of Appeal

judgements relating to the legal dispute;

• Discussing the matters with the Group’s senior

management including internal legal counsel;

• Obtaining and assessing the contents of a legal

confirmation letter from the external counsel who

are advising the Group on this matter; and

• Challenging management’s assessment of

the potential outcomes of proceedings and

the appropriateness of treating the legal dispute

as a contingent liability in accordance with NZ

IAS 37 Provisions, Contingent Liabilities and

Contingent Assets.

We have found that the legal dispute has been

appropriately disclosed as a contingent liability

within note 21 to the notes to the consolidated

financial statements.

PAGE 85 & 86ANNUAL FINANCIAL STATEMENTS 2020

KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED
THE KEY AUDIT MATTER

Acquisition Accounting

As detailed in note 18(b), Synlait Milk Limited acquired

100% of Dairyworks Limited (“Dairyworks”) for a total

consideration of NZD $112m on 1 April 2020. The

acquisition resulted in the recognition of indefinite life

intangible assets comprising brands of $15.8m and

$43.4m of goodwill.

New Zealand accounting standards require the

purchaser to identify the assets and liabilities acquired

in a business combination, including identifiable

intangible assets, and to measure them at fair value at

the date of acquisition.

The Dairyworks brands has been valued using the relief

from royalty method. The key assumptions applied in

the model were:

• revenue growth rates;

• post-tax discount rate;

• royalty rate; and

• terminal growth rate.

We included the identification and valuation of

intangible assets arising from the Dairyworks acquisition

as a key audit matter because the Group’s acquisitions

are considered a key area of interest for investors and

because of the size of this acquisition and the level of

intangible assets. There is also significant judgement

involved in identifying the intangible assets acquired

and determining the appropriate methodology and key

assumptions to calculate their fair value.

We have evaluated the appropriateness of the

accounting treatment for the intangible assets arising

from the acquisition of Dairyworks, by performing the

following procedures:

• Obtaining the sale and purchase agreement and

related documents to corroborate the assets and

liabilities acquired, focusing on the identification

and measurement of intangible assets;

• utilising our knowledge to assess the Group’s

identification of intangible assets and consider what

is represented by residual goodwill;

• comparing the forecast sales used in the valuation of

the Dairyworks brands to approved forecasts; and

• challenging the reliability of the revenue growth

rates by comparing the forecasts underlying the

growth rates to historical forecasts and actual

results of the underlying business.

We used our internal valuation specialists to assess the

appropriateness of the nature and valuation of the intangible

assets identified by the Group. This assessment included:

• evaluating the appropriateness of the valuation

methodology and testing the mechanics of the model;

• evaluating the post-tax discount rate applied in the

model through comparison to the cost of capital for

the business and to external market data;

• and comparing the Group’s assumed royalty rate to

market data for similar intangible assets.

We have found that the identification and valuation

of intangible assets arising from the Dairyworks

acquisition have been appropriately accounted for in

the consolidated financial statements.

Other information

The directors are responsible on behalf of the Group for the other information. The other information comprises the

information in the Annual Report that accompanies the consolidated financial statements and the audit report. The

Annual Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any

form of assurance conclusion thereon.

Our responsibility is to read the other information identified above when it becomes available and consider whether the

other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the

audit, or otherwise appears to be materially misstated.

When we read the other information in the Annual Report, if we conclude that there is a material misstatement therein,

we are required to communicate the matter to the directors and consider further appropriate actions.

Directors’ responsibilities for the consolidated financial statements

The directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated

financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the directors determine is

necessary to enable the preparation of consolidated financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for assessing

the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,

or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs and ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial statements.

PAGE 87 & 88ANNUAL FINANCIAL STATEMENTS 2020

Andrew Dick, Partner
for Deloitte Limited

Auckland, New Zealand

25 September 2020

A further description of our responsibilities for the audit of the consolidated financial statements is located on the

External Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-

responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on use

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might

state to the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than

the Company’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

PAGE 89 & 90ANNUAL FINANCIAL STATEMENTS 2020

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 Facebook and LinkedIn

Share register

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

Deloitte Limited

80 Queen Street

Auckland 1010

New Zealand

+64 9 303 0700

nzinfo@deloitte.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.

This movement resonates strongly

with Synlait’s purpose of Doing Milk

Differently For A Healthier World.

Learn more about what being a

B Corp™ means for our people,

our community, and our customers

at: synlait.com/bcorp

PAGE 91 & 92

---

SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION
For the 12 months ended 31 July 2020

STRONG FINANCIAL
RESULT DELIVERED

• Synlait remains a solid and highly

profitable business despite COVID-19

• EBITDA grew strongly

demonstrating the strength of our

infant and lactoferrin businesses

• NPAT reduced reflecting

investments in new facilities and

acquisitions over the past two

years to create new opportunities

for growth

• We continue to balance people and

planet with profit

27%

REVENUE

$

1.3B

13%

EBITDA

$

171.4M

9%

GROSS PROFIT

$

203.7M

9%

N PAT

$

75.2M

15%

CONSUMER-PACKAGED INFANT

FORMULA SALES

49,180MT

46%

LACTOFERRIN SALES

30MT

*All comparisons in this document are to the 12 months to 31 July 2019 (FY19) unless stated otherwise 

PAGE 02SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

FINANCIAL
PERFORMANCE

Angela Dixon 

Chief Financial Officer 

Synlait Dunsandel

PAGE 03SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

D1 approaches full utilisationD2 on-line (Sept 2011)D2 approaches full utilisationD3 on-line (Sept 2015)D3 approaches full utilisationSynlait Pokeno

on-line (Sept 2019)

RESULTS AT

A GLANCE

Stronger second half performance resulted in FY20:

• Total EBITDA of $171.4 million up 13%

• Total revenue of $1.3 billion up 27% 

• Total gross profit of $203.7 million up 9%

• NPAT of $75.2 million, down 9%, reflecting higher depreciation,

and financing costs

• Core business performance offset by new facilities coming

online. This impacted short-term ROCE, but the trend is consistent

with previous investment phases

• Operating asset base up $409.4 million

Synlait is well positioned to grow earnings off our

current asset base.

200

160

180

120

140

80

100

40

60

20

83.7

FY16FY17FY18FY19FY20

88.8

138.6

152.1

171.4

EBITDA

$ millions

1,200

800

1,000

400

600

200

FY09FY13FY17FY10FY14FY18FY11FY15FY19FY12FY16FY20

Return On Capital Employed

$ millions

Net operating assets $mROCE %

24%

12%

20%

16%

8%

4%

0%

PAGE 04SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

REVENUE MOMENTUM
CONTINUES

Total revenue up 27% to $1.3 billion

• Consumer-packaged infant formula sales volumes up 15% to 49,180 MT

• Lactoferrin sales volumes up 46% to 30MT as capacity increased

• Commodity sales down as production focused on high margin products

• Fresh milk and cream sales up 266% as facility completed first full year. During COVID-19

lockdown fresh milk sales and cream sales increased 13%

• Dairyworks and Talbot Forest Cheese revenue contributed $93 million to our overall growth*

FY21 and beyond:

• Dairyworks and Talbot Forest Cheese expected to deliver revenues of approximately

$250+ million going forward

Synlait is building a sustainable, diverse and recurring revenue base from

multiple customers, sites, markets and categories.

759

1,400

1,200

800

1,000

400

600

200

547

FY16FY17FY18FY19FY20

879

1,024

1,302

Revenue

PowdersLiquid Milks and CreamsSubsidiaries

$ millions

160

120

140

80

100

40

60

20

16

116

FY16FY17FY18FY19FY20

142

129

150150

93

107

101

36

43

49

Powder Sales Volumes

CommoditiesConsumer-packaged infant formula

100

kMT

123

19

*Dairyworks Limited acquired on 1 April 2020, revenue contribution is four months. Talbot Forest Cheese acquired on 1 August 2019,

revenue contribution is 12 months.

PAGE 05SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

WE ARE GROWING
INTO OUR CAPACITY 

• Total powders production up 8% to 158,045 MT

• Consumer-packaged infant formula production up 18%

• Lactoferrin facilities approaching full capacity with 33MT of gross

production, focus now on optimisation

• Talbot Forest Cheese production was 2,466 MT, strategy pivoted

to focus on integration with Dairyworks  

• Synlait Pokeno increased overall infant capability by 50%. Growing

into this will have a positive incremental impact on gross profit and

increase ROCE through improved asset utilisation rates, efficiency

and overhead recovery rates

FY09FY13FY17FY10FY14FY18FY11FY15FY19FY12FY16FY20

Powder Production Capacity Utilisation

IWS improves

facility efficiency

CommoditiesCapacityInfant

D1 approaches full utilisation

D2 on-line (Sept 2011)

D2 approaches full utilisation

D3 on-line (Sept 2015)

D3 approaches full utilisationSynlait Pokeno


on-line (Sept 2019)

PAGE 06SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

GENERAL
OPERATING COSTS

SG&A costs increased to $80.9 million (FY19: $62.1 million) driven by:

• Depreciation $4.0 million

• Subsidiaries operating costs $4.6 million

Remaining $10.2 million (16% increase) reflects:

• Additional employees $4.4 million as we resource management of new capacity

and ERP project

• General operational costs $4.4 million including technology and office upgrades

• One-off distribution costs (Synlait Dunsandel to Synlait Auckland) $1.4 million

COVID-19 related impacts include:

• Annual leave balances up $1.5 million due to lockdown restrictions

• Savings from reduced travel, training and consulting fees ($2.5 million), offset by

higher cleaning and warehousing costs ($0.5 million)

FY21 and beyond:

• Cost base stabilised

• Focus on simplifying structures and systems

90

80

70

60

50

10

20

30

40

FY19EmployeesDistributionGeneral

Operational

Costs

DepreciationSubsidiariesFY20

SG&A Bridge

$ millions

62.1

4.4

1.4

4.4

4.0

4.6

80.9

908%

80

7%

70

6%

60

5%

50

4%

10

20

30

40

3%

2%

1%

FY16FY17FY18FY19FY20

44.6

54.2

62.1

76.3

SG&A Costs

38.6

$ millions

Synlait SG&ASubsidiaries SG&ASG&A/Revenue %

4.6

PAGE 07SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

INVENTORY
Inventory up 63% to $269.4 million, driven by:

• Dairyworks and Talbot Forest Cheese acquisitions added $53

million of inventory

• Production of infant formula base powder to support sales

growth during the year. Total inventory/revenue ratio increased

from 16.1% to 17.9% after adjusting for acquisitions

• $14.5 million of this growth in infant formula base powder was

produced to support higher demand signaled by customers

at the start of the calendar year. This was later impacted by

COVID-19 sales demand in Q3 and Q4

• Maximised infant-based powders on the shoulder of the milk

season to ensure optimisation of assets during milk peak in FY21

30060,000

25050,000

20040,000

15030,000

10020,000

5010,000

FY16FY17FY18FY19FY20

83

145

165

216

Total Inventories

74

$ millions

SynlaitSubsidiariesSales Volume - Consumer-Packaged Infant Formula

53

MT

300

250

200

150

0

50

100

FY19

Inventory

SubsidiariesSales GrowthCustomer

Demand

Changes

Optimisation

of assets

FY20

Inventory

Inventory Bridge$ millions

164.8

53.3

27.5

14.5

9.3269.4

PAGE 08SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

OPERATING CASH FLOW
REMAINS STRONG  

115

140

105

35

70

104

FY16FY17FY18FY19FY20

98

137

127

Operating Cash Flow*

$ millions

(60.2)

(400)

(100)

(300)

(200)

(40.9)

FY16FY17FY18FY19FY20

(119.4)

(337.4)

(225.0)

Investing Cash Flow

$ millions

• Underlying operating cash flows increased to $127 million excluding

subsidiaries

• Further cashflow impact holding higher inventory levels as result of

COVID-19 customer demand changes in Q4 of $14.5 million

• Annual average operating cash flow of $116 million over the last five

years has enabled strong investment in capacity

• Investing cashflows will continue to reduce as capex returns to

normal levels

*excludes Diaryworks and Talbot Forest Cheese

PAGE 09SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

INVESTING FOR
THE FUTURE

213

83

527

6004.0x

450

3.0x

300

2.0x

150

1.0x

FY16FY17FY18FY19FY20

Net Debt

$ millions

Net DebtNet Debt/EBITDA

115

334

700

600

500

400

100

200

300

FY19 Net

Debt

Investments

in PPE

Subsidiaries

Acquired

Operating

Cashflow

Net InterestOtherFY20 Net

Debt

FY20 Net Debt Bridge

334

139

116

(106)

26

18

527

$ millions

• Significant growth projects of $573 million completed in FY20 included Synlait

Pokeno, the Advanced Dairy Liquid Packaging Facility, and the acquisitions of

Dairyworks and Talbot Forest Cheese

• Diversification of funding sources was achieved during FY20 with the issue of

$180 million of subordinated bonds and two ESG-linked loans of $50 million

each, providing margin benefits

• Total net debt increased $193.3 million during the year while interest and bank

fees paid in the year increased to $23.0 million from $18.0 million in FY19

• FY20 total debt leverage ratio has increased to 3.1x

• Our banking syndicate continued to provide strong support for Synlait. The facilities

have been revised with the working capital facility rolled over for another year. An

additional term debt facility of $100 million has been put in place, stepping down to

$70 million on 1 January 2021 and then remainder fully maturing on 1 May 2021

• While our business plan for the year ahead is fully funded, in the current

COVID-19 environment we recognise the need to assess our balance sheet and

capital management options, while we focus on cash management and strong

maintenance capex governance

PAGE 10SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

OPERATIONAL
ACHIEVEMENTS

Leon Clement

Chief Executive Officer 

Milk reception bay, Synlait Dunsandel

PAGE 11SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

ACHIEVEMENTS
AT A GLANCE 

CORE INFANT BUSINESS

CONTINUES TO PERFORM 

NEW MULTINATIONAL CUSTOMER

OPPORTUNITY BEING FINALISED

SYNLAIT POKENO

COMMISSIONED 

DAIRYWORKS AND TALBOT

FOREST CHEESE ACQUIRED 

B CORP™ 

CERTIFIED 

MANAGING THROUGH

COVID-19 WELL 

ENGAGEMENT AT

RECORD LEVELS 

MANUFACTURING

EXCELLENCE CONTINUES

INVESTMENT IN THE

PLANET REMAINS A FOCUS

PAGE 12SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

OUR INFANT NUTRITION BUSINESS CONTINUES TO PERFORM,
SUPPORTED BY OUR CORNERSTONE CUSTOMER AND SHAREHOLDER

Overall performance

• Sales of consumer-packaged infant formula up 15% to 49,180 MT

• COVID-19 impacted second half demand as consumer and channel

dynamics behaviour changed. Synlait demonstrated resilience and

agility maintaining supply chain continuity

• Product procurement proven to be extremely robust during COVID-19

with no raw material disruptions

How we enable The a2 Milk Company’s growth

aspirations:

• Home to New Zealand’s largest a1 protein-free milk pool

• Operate a highly integrated infant formula manufacturing facility

• Hold the State Administration For Market Regulation – China (SAMR)

registration for the a2 Platinum range. We are working collaboratively

with The a2 Milk Company on re-registration

• Exclusive infant formula supply agreement for China, New Zealand

and Australia in place to July 2025 (at the earliest)*

• Continued focus on product development and innovation

• Dedicated account management, regulatory affairs, and supply

chain services

*Exclusive volume limit currently well above Synlait’s near term demand forecasts

PAGE 13SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

OUR SAMR RENEWAL PROCESS IS PROGRESSING 
This Is Essential To Maintaining China Market Access For Infant Formula

Market dynamicsRegulatory environment

Our registrations:

What makes us unique:

Monitoring And Maintaining

Synlait Dunsandel has a SAMR

registration for the a2 Platinum range

Synlait Dunsandel, Pokeno and

Auckland hold GACC registrations

Navigating this is core to Synlait’s value proposition and service.

Guobiao (GB) revision to all

in-market recipes 

SAMR registration required

for in-market sales

No SAMR registrations

granted in Southern 

Hemisphere since June 2018

Integrated infant formula

manufacturing facility 

Quality and technical capabilities

Differentiated milk pool

Regulatory Affairs support in China

and New Zealand

Government Affairs strategy

End-to-end traceability

Sustainable value chain

Focus on research, development

and innovation

Declining birth rates

Premiumisation

CBEC/Daigou dynamic

Greater consumer trust

in domestic players

Geopolitical impact

Market Access Achieved

Synlait’s highly integrated infant formula manufacturing organisation meets the high standards required in China, the world’s largest infant nutrition market

FarmDryerBlending and canningRegistrationsTestingPackagingLogisticsCustomerConsumer

PAGE 14SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

SYNLAIT POKENO COMMISSIONED; WELL
PLACED FOR NEW CUSTOMER OPPORTUNITY

Establishment Phase (FY20 / FY21):

• Second integrated processing capability established in North Island (Synlait Auckland

and Synlait Pokeno) creates further supply chain efficiencies and site diversification

• Awaiting Supreme Court judgment

• North Island milk pool established; 13% of total supply

• Fully commissioned in February 2020; on time and on budget

• GACC (general dairy) registration received

• First milk processed in September 2019, 15,247MT of ingredient and infant base

powders produced

• Highly capable and engaged team in place

Transition Phase (FY22 +):

• Focus on transitioning to a higher margin product mix and utilisation rates

• Finalising a long-term supply agreement with a new, multinational customer

• Expected to have a positive impact on earnings from FY23

• This will improve Synlait Pokeno’s utilisation, leverage existing operational expertise

and diversify earnings

We are off setting short-term costs as Synlait Pokeno builds towards full operation, with a gradual transition to a higher

margin product mix and increased utilisation rates through efficiency programmes and production optimisation.

PAGE 15SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

20% REDUCTION IN
CHANGEOVER POWDER

DESPITE PROCESSING MORE

COMPLEX POWDERS

SIGNIFICANT CONVERSION

COST IMPROVEMENTS

18% REDUCTION IN

DOWNTIME ACROSS

ALL FACILITIES

DRYER PROCESSING MILK

MORE THAN 14% FASTER, WHILE

LIFTING QUALITY AND YIELD

THIRD BLENDING AND

CANNING LINE AVOIDED DUE

TO EFFICIENCY SAVINGS

Our World Class Facilities Mean We Can Keep Extracting Value

Integrated Work Systems programme delivered

significant efficiencies over the last three years:

MANUFACTURING

EXCELLENCE

PAGE 16SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

EXPANDING THE SYNLAIT NETWORK
Value Drivers For Dairyworks And Talbot Forest Cheese

1. Business and supply chain synergies 

• Talbot Forest Cheese undertaking all primary production and Dairyworks all secondary production

• Duplication of secondary processing capabilities removed, consolidated into Dairyworks

• Opportunities to improve through the introduction of manufacturing excellence programmes

(small automation and line upgrade projects)

• Ability to leverage Synlait’s scale in procurement and other capabilities

2. Market and category expansion

• Growing Australian presence in cheese and butter

• Exploring snacking cheese in China

• Rejuvenation of Talbot Forest brand and specialty cheese expansion

• Convenience new product development successful with finishing butters launch exceeding forecast and

high-protein filling yoghurt to launch next month

3. Sustainable earnings stream

• Dairyworks performance since acquisition met expectations

• Talbot Forest Cheese performance below expectations due to maintenance upgrade, precautionary and

voluntary listeria product recall and strategic pivot to focus on integration with Dairyworks

Underlying view has not changed. On track to deliver sustainable earnings stream of approx $15 to $20

million EBITDA emerging in next two years as growth momentum and synergies realised.

PAGE 17SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020 PAGE 17

BUILD A HEALTHIER
SYNLAIT 

Our Investment In People Is Strengthening Our Company

SAFETY

• TRIFR improved significantly: 8.1 (FY19: 13.7) 

DIVERSITY AND TALENT RETENTION

• Representation of women in leadership

38% (FY19: 37%)

• Parental leave policy improved retention,

100% return rate

ENGAGEMENT

• Record engagement continued. Ratio of

engaged to actively disengaged: 5.2:1

(FY19: 3.6:1)

WHAKAPUĀWAI

• COVID-19 impacted planting programme:

12,000 trees planted. FY21 target 80,000

PAGE 18SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

SYNLAIT JOINS
B CORP

TM

COMMUNITY

Our Investment In The Planet Remains A Focus

• Synlait’s mission is to be a catalyst for change

• Being a Certified B Corporation

TM

commits us to

balancing purpose and profit 

• This creates a new benchmark for our company,

our customers and our community

• Consumers have shifting expectations on

caring for people and planet – we must respond

• For shareholders interested in Synlait’s

environmental and social impact, a standalone

sustainability report will be released in

November. This will review progress against our

sustainability objectives and targets

PAGE 19SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020 PAGE 19

ADDRESSING OUR
STRATEGIC RISKS

Warehouse, Synlait Pokeno

PAGE 20SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

HOW WE ARE ADDRESSING
OUR STRATEGIC RISKS

RISKAPPROACH

COVID-19 Proven ability to meet customer demand and supply challenges

Single consumer-packaged formula customer New, multinational customer opportunity being finalised

Single site Synlait Pokeno commissioned

Geographic and category diversification Dairyworks and new customer opportunity will generate category and market diversification

Capacity utilisationRemains a strong focus

Chinese regulatory changes SAMR license holder; renewal process progressing 

On and off farm environmental impactsWell positioned with Lead With Pride

TM

 and long-term sustainability targets

Supreme Court outcome Remain comfortable with legal position 

Balance sheet leverage Investment phase nearing completion and FY20 leverage ratio of 3.19x below covenant (4.0)

PAGE 21SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

COVID-19
We Are Well Placed To Keep Responding

•Proven ability to maintain operational

and supply chain continuity

•New Zealand’s reputation as a trusted

source of safe, high quality nutrition

reinforced by country’s response

•Progress made to diversify Synlait,

reducing risk in an uncertain world

•Team moved with pace and innovation

to ensure we were well prepared.

We continue to adjust operations as the

situation changes  

PAGE 22SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

OUTLOOK
Synlait Dunsandel

PAGE 23SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

Construction of Dry Store 4 at Synlait
Dunsandel, photo taken mid-June 2020

FY21 FOCUS

FY21 is a year to focus and set ourselves up for

the next phase of earnings growth off current

facilities. Focused on:

1

2

3

Embedding New And Existing Customer

Partnerships

Simplifying And Standardising Structures

And Systems

Optimising Assets And Creating Value

Off Recent Investments

PAGE 24SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

CYCLICAL ROCE
PROFILE

Building In Front Of The Demand Curve

• Synlait’s 4th major investment cycle is nearing completion, with

$573 million invested in organic growth projects and acquisitions

over last 24 months

• Business model is to build capacity ‘in front of the demand curve’

resulting in saw-tooth ROCE

1

profile

• ROCE expansion driven by: 

• Improving asset utilisation rates, efficiency and overhead

recovery rates

• Increasing product mix weighting to higher margin products

• Embedding acquisitions and realising synergies 

• More milk recruited in South Island to ensure all assets remain

well-balanced and optimised

1

Return on capital employed (ROCE): EBIT / average capital employed

1,20024%

800

12%

1,000

20%

16%

400

600

8%

200

4%

0%

FY09FY13FY17FY10FY14FY18FY11FY15FY19FY12FY16FY20

Return On Capital Employed

$ millions

Net operating assets $mROCE %

94

97

82

187

267

312

323

455

424

493

634

1,043

D1 approaches full utilisationD2 on-line (Sept 2011)D2 approaches full utilisationD3 on-line (Sept 2015)D3 approaches full utilisationSynlait Pokeno


on-line (Sept 2019)

PAGE 25SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

FY21 GUIDANCE 
•There continues to be significant global uncertainty regarding COVID-19.

•While Synlait h

as proven its ability to maintain operational continuity over recent months, in terms of demand for the products it manufactures, it expects:

•Consumer-packaged infant formula volumes to be similar year-on-year, with lower demand in the first half of FY21 due to higher than normal stock levels in the supply

chain. Synlait expects a return to growth in the second half of FY21 once stocks have cleared.

•Strong underlying EBITDA and operating cash flows to continue, with growth delivered from a full year of Dairyworks earnings and the integration of Talbot Forest

Cheese.

•No disruption to

manufacturing or demand for its ingredient and lactoferrin business.

•This guidance is subject to the unpredictable effects of COVID-19, with consumer behaviour, channel dynamics and supply chain disruptions all subject to change.

•This is offset by the carrying costs of investing in Synlait Pokeno and Synlait Dunsandel’s Advanced Dairy Liquid Packaging facility. Earnings from these investments are

expected to be delivered in FY22 and beyond.

•As disclosed toda

y, Synlait is in the process of finalising a long-term supply agreement with a new, multinational customer for packaged products which is expected to

h

ave a positive impact on earnings from FY23.

•Against this, we are targeting a similar, or slight improvement on, our FY20 NPAT result.

•A further update will be provided at Synlait’s half year result in March 2021.

PAGE 26SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

Milk reception bay, Synlait Dunsandel
TODAY’S

TAKEAWAYS

•Synlait is in good shape and has come through

COVID-19 well

•Strong financial result delivered:

•Revenue up 27% to $1.3 billion

•Earnings before interest, taxes, depreciation,

and amortisation (EBITDA) up 13% to $171.4 million

•Positive operating cash flows of $127.2 million

(excluding subsidiaries)

•Net Profit After Tax (NPAT) of $75.2 million

•Synlait is coming to the end of an investment

phase and is well placed to drive earnings growth

in future years with new acquisitions and customer

opportunities ahead

PAGE 27SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

Synlait Pokeno
APPENDIX

PAGE 28SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

THE CHINA INFANT NUTRITION
LANDSCAPE IS HIGHLY REGULATED

International companies that wish to sell

infant formula in China need to obtain

registration for both the factory and the

product (recipe)

Overarching general legislation is covered by

the Food Safety Law, more detailed guidance

is given by the (GB-)regulations

Factory Registration – GACC

• All infant formula manufacturing plants need to be

registered with the General Administration of

Customs of the Peoples’ Republic of China (GACC)

to ensure compliance with infant formula and

manufacturing standards

• In New Zealand, the Ministry For Primary Industries (MPI)

has ‘delegated authority’ with GACC usually accepting

MPI endorsed applications

• A general dairy GACC application takes approximately 4

to 6 months

• A GACC infant formula application takes approximately

12 months

Product Registration – SAMR

• All infant formula products sold in China have required brand and recipe

registration with SAMR since 1 January 2018

• No SAMR registrations have been granted in the Southern Hemisphere since

June 2018

• Factories are allowed 3 brand slots and 3 recipes per brand slot (stage 1, 2, 3)

• Registration requires an extensive technical dossier that is subjected to technical

review by SAMR – the 3 brands should have materially different recipes

The technical registration process is explained below.

It assumes that a dryer and blending and canning line is at one facility and recipe

development is complete.

Step 1 Prepare the technical dossier. This includes full shelf life validation and

therefore takes a minimum of 2 - 2.5 years to complete, assuming an

experienced team and excluding initial recipe development and trials

Step 2 Technical dossier approved by SAMR (6 to 12 months)

Step 3 SAMR on-site audit (uncertain)

Steps 2 and 3 can be complete within 2 year timeframe but this is highly influenced by

the prevailing political relationships with the country of origin

• Synlait has infant formula GACC approval for Synlait

Dunsandel and Synlait Auckland

• Akara and Pure Canterbury brands at step 3

Synlait Registrations

PAGE 29SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

BANKING FACILITIES,
COVENANTS AND BOND ISSUE

As at 31 July 2020 Synlait had four syndicated bank facilities in place

with ANZ and BNZ:

1. Working capital facility (multi-currency) – facility limit of $320 million, reviewed annually

2. Revolving credit facility (Facility A) – facility limit of $150 million maturing 1 August 2021

3. Revolving credit facility (Facility B) – facility limit of $50 million maturing 1 August 2023

4. Revolving credit facility (Facility C) – facility limit of $50 million maturing 1 August 2023

The syndicated bank loan facilities agreement was updated on 25 September 2020,

effective by 30 September:

• Working capital facility was renewed to 30 September 2021 – limit reduced from $320

million to $250 million

• Revolving credit facility (Facility A) maturity extended to 1 October 2021

• Revolving credit facility D added with a maturity date of 1 May 2021 – limit $100 million

to 31 December 2020, $70 million to 1 May 2021

• Minimum shareholders funds covenant increased to $400 million

Bond issue

• Listed NZ$180 million of unsecured, subordinated, five year bonds listed on the NZX

Debt Market in December 2019

We have five key covenants in place with our syndicated banks:

1. Interest cover ratio – EBITDA to interest expense of no less than 3.00x based on full

year forecast result

2. Minimum shareholders’ funds – no less than $295.5 million

3. Working capital ratio – inventory and debtors to working capital facility outstanding of no

less than 1.5:1

4. Leverage ratio – total debt to EBITDA is no greater than 4.0x

5. Senior leverage ratio – total debt excluding Subordinate Bond to EBITDA is no greater

than 3.0x

We complied with these bank covenants at all times during FY20. 

PAGE 30SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

BANKING FACILITIES,
COVENANTS AND BOND ISSUE

DescriptionCalculationCovenantFY20

Shareholders’ fundsTotal shareholders’ funds

(excluding FX derivatives and intangibles)

No less than $295.5 million$470 million

Working capital ratioLiquid assets / working capital facility drawnNo less than 1.5x 3.40x

Interest cover ratioEBITDA / total interestNo less than 3.0x 8.01x

Leverage ratioTotal debt* / EBITDANo greater than 4.0x 3.19x

Senior leverage ratio Total debt excluding subordinated bond / EBITDANo greater than 3.0x 2.14x

* Includes lease liabilities

PAGE 31SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

GROSS PROFIT
PERFORMANCE

Uplift in gross profit due to: 

• Favorable product mix (consumer-packaged infant formula and lactoferrin) 

• Lactoferrin – combination of high spot prices and additional production capacity

220

165

110

55

FY17FY18FY19FY20

Gross Profit

H1H2

44.6

85.2

85.9

82.9

67.5

81.3

100.4

120.8

112.1

166.5

186.3

203.7

Powders And Creams Consumer Packaged Infant FormulaLactoferrinTotal Powders

FY20

Sales Volume (MT)101,22249,18030150,432

Gross Profit ($M)134.440.528.4203.3

Gross Profit / MT1,327824943,0741,359

FY19

Sales Volume (MT)106,80242,90721149,730

Gross Profit ($M)142.234.313.3189.8

Gross Profit / MT1,331800646,0991,268

% Change

Sales Volume (MT)(5%)15%46%0%

Gross Profit ($M)(6%)18%113%7%

Gross Profit / MT0%3%46%7%

$ millions

PAGE 32SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

MILK PRICEMILK POOL
• Total average milk payment of $7.30 per kgMS

• Average base milk price for 2019/20 season is $7.05 

• Average incentive payment paid per kgMS for the season was 25 cents

(FY19: 18 cents) made up of incentives and winter milk payments

• Forecast base milk price for the 2020/21 season increased from $6.00

to $6.40 per kgMS

• North Island farmer suppliers responsible for 13% of total milk supply or 55 farms

• South Island milk pool continues to grow, additional 9.7 million kgMS or 22 farms

procured for FY21. Total farms 221

• Lead With Pride programme growing: 151 farms now certified (North Island: 17

and South Island: 134)

$8.00

$6.00

$4.00

$2.00

$0.14

2016/172017/182018/192019/20

$6.65

$6.40

$0.13

$0.18

Milk Payments To Farmer Suppliers

Average Base Milk PriceIncentives

$6.16

$7.05

$0.25

FY09FY13FY17FY10FY14FY18FY11FY15FY19FY12FY16FY20

Synlait Milk Procurement

30090

250

80

200

70

150

60

100

50

50

40

30

20

10

No. of farmskgMS (millions)

South Island

kgMS

No. of South

Island Farms

No. of North

Island Farms

North Island

kgMS

PAGE 33SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

SUPREME COURT: NO NEWS YET 
A Judgment Can Take Up To Six Months

The Supreme Court of New Zealand heard

the case in June 2020. There are a range

of possible outcomes, including:

Supreme Court judgment released

Judgment in favour of SynlaitJudgment not in favour of Synlait

Court of Appeal Decision upheld

• No Damages

• No covenant modification

• Reasonable settlement or court

outcome (via High Court)

Option 1

• Covenant removed

• Damages awarded / not awarded

Option 2

• Covenant modified

• Damages awarded / not awarded

PAGE 34SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

DISCLAIMER
This presentation is intended to constitute a summary of certain

information about the Synlait Group (“Synlait”) or in connection with

its full year 2020 financial results. It should be read in conjunction with,

and subject to, the explanations and views in documents previously

released to the market by Synlait.

This presentation is not an offer or an invitation, recommendation or

inducement to acquire, buy, sell or hold Synlait’s shares or any other

financial products and is not a product disclosure statement, prospectus

or other offering document, under New Zealand law or any other law.

This presentation is provided for information purposes only.

The information contained in this presentation is not intended to be relied

upon as advice to investors and does not take into account the investment

objectives, financial situation or needs of any particular investor. Investors

should assess their own individual financial circumstances and should

consult with their own legal, tax, business and/or financial advisers or

consultants before making any investment decision.

Any forward looking statements and projections in this presentation

are provided as a general guide only based on management’s current

expectations and assumptions and should not be relied upon as an

indication or guarantee of future performance. Forward looking statements

and projections involve known and unknown risks, uncertainties,

assumptions and other important factors, many of which are beyond

the control of Synlait and which are subject to change without notice.

Actual results, performance or achievements may differ materially from

those expressed or implied in this presentation. No person is under any

obligation to update this presentation at any time after its release except

as required by law and the NZX Listing Rules, or the ASX Listing Rules.

Any forward looking statements in this presentation are unaudited and

may include non-GAAP financial measures and information. Not all

of the financial information (including any non-GAAP information) will

have been prepared in accordance with, nor is it intended to comply

with: (i) the financial or other reporting requirements of any regulatory

body or any applicable legislation; or (ii) the accounting principles or

standards generally accepted in New Zealand or any other jurisdiction,

or with International Financial Reporting Standards. Some figures may

be rounded and so actual calculation of the figures may differ from the

figures in this presentation. Some of the information in this presentation

is based on non-GAAP financial information, which does not have a

standardised meaning prescribed by GAAP and therefore may not be

comparable to similar financial information presented by other entities.

Non-GAAP financial information in this presentation has not been

audited or reviewed.

Any past performance information in this presentation is given for

illustration purposes only and is not indicative of future performance

and no guarantee of future returns is implied or given.

While all reasonable care has been taken in relation to the preparation of

this presentation, to the maximum extent permitted by law, no representation

or warranty, expressed or implied, is made as to the accuracy, adequacy,

reliability, completeness or reasonableness of any statements, estimates

or opinions or other information contained in this presentation, any of

which may change without notice. To the maximum extent permitted by law,

Synlait, its subsidiaries, and their respective directors, officers, employees,

contractors, agents, advisors and affiliates disclaim and will have no liability

or responsibility (including, without limitation, liability for negligence) for

any direct or indirect loss or damage which may be suffered by any person

through use of or reliance on anything contained in, or omitted from,

this presentation.

All values are expressed in New Zealand currency unless otherwise stated.

All intellectual property, proprietary and other rights and interests in this

presentation are owned by Synlait.

PAGE 35SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

INVESTORS
Hannah Lynch

Corporate Affairs Manager

+64 21 252 8990

hannah.lynch@synlait.com

MEDIA

Linda Chalmers

Senior Communications Advisor – External

+64 21 951 347

linda.chalmers@synlait.com

Synlait Dunsandel

SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2020

---

Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com

NZX: SML

ASX: SM1



28 September 2020


Synlait FY20 result published


Synlait Milk Limited (Synlait) today published its financial result for the 12 months ended 31 July 2020.

1



• Revenue up 27% to $1.3 billion

• Earnings before interest, taxes, depreciation, and amortization (EBITDA) up 13% to $171.4 million

• Net Profit After Tax (NPAT) down 9.0% to $75.2 million

• Consumer-packaged infant formula sales up 15% to 49,180 MT

• Lactoferrin sales up 46% to 30 MT


Synlait Chair Graeme Milne commented: “Synlait’s financial performance was resilient when viewed

against the backdrop of COVID-19. The company remains solid and highly profitable with EBITDA growing

strongly demonstrating the strength of our core infant and lactoferrin businesses.”


“Our NPAT performance did reduce reflecting investments made in new facilities and acquisitions over the

past two years to achieve our growth ambitions. We are however well positioned to grow earnings off our

current asset base.”


Synlait CEO Leon Clement commented: “Synlait is focused on building a sustainable, diverse and recurring

earnings base that comes from multiple customers, sites, markets and categories.”


“We are achieving this while balancing the needs of people, planet and profit in our decisions, and

responding to changing customer demand against the backdrop of COVID-19. Our strategy to create a

strong, diverse company, is more relevant than ever given the uncertain world ahead. Our team delivered

a strong result in an exceptional year.”


FY21 guidance


• There continues to be significant global uncertainty regarding COVID-19.


• While Synlait has proven its ability to maintain operational continuity over recent months, in terms

of demand for the products it manufactures, it expects:


• Consumer-packaged infant formula volumes to be similar year-on-year, with lower

demand in the first half of FY21 due to higher than normal stock levels in the supply chain.

Synlait expects a return to growth in the second half of FY21 once stocks have cleared.


• Strong underlying EBITDA and operating cash flows to continue, with growth delivered

from a full year of Dairyworks earnings and the integration of Talbot Forest Cheese.


• No disruption to manufacturing or demand for its ingredient and lactoferrin business.



1

Comparisons are to the 12 months to 31 July 2019 (FY19) unless stated otherwise. As an ASX foreign exempt issuer, Synlait must

comply with the NZX Listing Rules (other than as waived by the NZX) and we are exempt from complying with most of the ASX Listing

Rules as set out in ASX Rule 1.15.


Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com


• This guidance is subject to the unpredictable effects of COVID-19, with consumer behaviour,

channel dynamics and supply chain disruptions all subject to change.


• This is offset by the carrying costs of investing in Synlait Pokeno and Synlait Dunsandel’s

Advanced Dairy Liquid Packaging facility. Earnings from these investments are expected to be

delivered in FY22 and beyond.


• As disclosed today, Synlait is in the process of finalising a long-term supply agreement with a new,

multinational customer for packaged products which is expected to have a positive impact on

earnings from FY23.


• Against this, we are targeting a similar, or slight improvement on, our FY20 NPAT result.


• A further update will be provided at Synlait’s half year result in March 2021.


Final 2019/20 milk price announced


The total final average payment for the 2019/20 season is $7.30 per kgMS. This is made up of a base milk

price of $7.05 and an average additional incentive payment of 25 cents per kgMS, up from 18 cents per

kgMS last season.


Synlait has increased its 2020/21 season base milk price forecast to $6.40 per kgMS, previously $6.00.

While it is still early in the season, and commodity prices remain volatile, this reflects growing confidence

in the season ahead. Foreign exchange rates remain relatively low supporting a higher milk price. As

always, commodity prices through the next few peak months will be critical to this season’s milk price.


For more information about Synlait visit www.synlait.com or contact:


Media

Linda Chalmers

Senior Communications Advisor – External

P: +64 21 951 347

E: linda.chalmers@synlait.com



Investors

Hannah Lynch

Corporate Affairs Manager

P: +64 21 252 8990

E: hannah.lynch@synlait.com

---

Synlait Milk Ltd · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com

28 September 2020


SYNLAIT FY20 RESULT PUBLISHED


Kia ora Synlait shareholders


Synlait Milk Limited (Synlait) today published its financial result for the 12 months ended 31 July 2020.


Key financial highlights included:


• Revenue up 27% to $1.3 billion

• Earnings before interest, taxes, depreciation, and amortization (EBITDA) up 13% to $171.4 million

• Net Profit After Tax (NPAT) down 9.0% to $75.2 million

• Consumer-packaged infant formula sales up 15% to 49,180 MT

• Lactoferrin sales up 46% to 30 MT


Synlait Chair Graeme Milne commented: “Synlait’s financial performance was resilient when viewed

against the backdrop of COVID-19. The company remains solid and highly profitable with EBITDA growing

strongly demonstrating the strength of our core infant and lactoferrin businesses.”


“Our NPAT performance did reduce reflecting investments made in new facilities and acquisitions over the

past two years to achieve our growth ambitions. We are however well positioned to grow earnings off our

current asset base.”


Synlait CEO Leon Clement commented: “Synlait is focused on building a sustainable, diverse and recurring

earnings base that comes from multiple customers, sites, markets and categories.”


“We are achieving this while balancing the needs of people, planet and profit in our decisions, and

responding to changing customer demand against the backdrop of COVID-19. Our strategy to create a

strong, diverse company, is more relevant than ever given the uncertain world ahead. Our team delivered

a strong result in an exceptional year.”


FY21 guidance


• There continues to be significant global uncertainty regarding COVID-19.


• While Synlait has proven its ability to maintain operational continuity over recent months, in terms

of demand for the products it manufactures, it expects:


• Consumer-packaged infant formula volumes to be similar year-on-year, with lower

demand in the first half of FY21 due to higher than normal stock levels in the supply chain.

Synlait expects a return to growth in the second half of FY21 once stocks have cleared.


• Strong underlying EBITDA and operating cash flows to continue, with growth delivered

from a full year of Dairyworks earnings and the integration of Talbot Forest Cheese.


• No disruption to manufacturing or demand for its ingredient and lactoferrin business.


• This guidance is subject to the unpredictable effects of COVID-19, with consumer behaviour,

channel dynamics and supply chain disruptions all subject to change.


Synlait Milk Ltd · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com

• This is offset by the carrying costs of investing in Synlait Pokeno and Synlait Dunsandel’s

Advanced Dairy Liquid Packaging facility. Earnings from these investments are expected to be

delivered in FY22 and beyond.


• As disclosed today, Synlait is in the process of finalising a long-term supply agreement with a new,

multinational customer for packaged products which is expected to have a positive impact on

earnings from FY23.


• Against this, we are targeting a similar, or slight improvement on, our FY20 NPAT result.


• A further update will be provided at Synlait’s half year result in March 2021.


More information


Synlait released the following materials today. Please click on the hyperlinks below to access this

information:


• Synlait Financial Statements to 31 July 2020

• Synlait Full Year Results 2020 Investor Presentation

• Synlait Full Year Results 2020 Media Release


On behalf of the Synlait team, thank you for your commitment as a valued shareholder, as we keep

Doing

Milk Differently For A Healthier World.

---

Results announcement
28 September 2020




Results for announcement to the market

Name of issuer Synlait Milk Limited (SML)

Reporting Period 12 months to 31 July 2020

Previous Reporting Period 12 months to 31 July 2019

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$1,302,025 27%

Total revenue $1,302,025 27%

Net profit/(loss) from

continuing operations

$75,208 -9%

Total net profit/(loss) $75,208 -9%

Interim/Final Dividend

Amount per Quoted Equity

Security

Not proposing to pay dividends.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$2.76 $2.60

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the following accompanying documents:

• FY20 Annual Report / Financial Statements

• FY20 Investor Presentation

Authority for this announcement

Name of person authorised

to make this announcement

Graeme Milne, Synlait Chair

Contact person for this

announcement

Hannah Lynch, Synlait Corporate Affairs Manager

Contact phone number +64 21 252 8990

Contact email address hannah.lynch@synlait.com

Date of release through MAP 28/09/2020


Audited financial statements accompany this announcement.

=== IR PAGE TRANSCRIPT: FY20 Result Conference Call Transcript 28 September 2020 ===

TRANSCRIPTION
Company: Synlait Milk

Date: Wednesday, 28 September 2020

Time: 11:00am NZDT

Duration: 55:05

Reservation Number: 10007351


[START OF TRANSCRIPT]

Operator: Thank you for standing by and welcome to the Synlait full year 2020 results

conference call. All participants are in a listen-only mode. There'll be a presentation

followed by a question and answer session. If you wish to ask a question, you will

need to press the star key followed by the number one on your telephone keypad. I

would now like to hand the conference over to Mr. Leon Clement, CEO. Please go

ahead.

Leon Clement: Well, a very good morning to everybody and welcome to the Synlait Milk full year and

Vista call for the 12 months in the 31st of July 2020. I'm joined here today by our

relatively new chief financial officer, Angela Dixon, and our head of corporate affairs

and investor relations Hannah Lynch. Great to connect with you all again. I know

many of you are dialling in from across the Tasman and Australia, as well as around

New Zealand. So thanks for everybody for joining the call today. Just in terms of flow,

I'm going to provide a high-level update on the overall result and the achievements to

date. I'll then hand over to Angela who will step us through the financials in more

detail. And then I'll come back with a summary of our achievements and the outlook

statement. We should leave some time for Q and A.

I understand many of you may want to get on a call in about an hour's time with

regards to announcement from A2, so we will make sure that we finish on time to

allow that to happen. Right, so today there's somebody who's announcing a solid and

highly profitable result. Given the surrounding uncertainty and instability from COVID-

19. Revenue is up 27% to 1.3 billion. EBITDA has also grown 13%, reflective of the

strong, consumer packaged, infant formula sales grown 15% to around 49,000 metric

tonnes. We've also had a very strong contribution from our elective fair run business

with sales there growing 46% to 30 metric tonnes. Our impact has reduced this year

to $75.2 million down 9% from FY19. And this reflects some of the additional

investments that we've made into new facilities and acquisitions, over the past two

years, to create new opportunities for growth.

I think it's really important that investors and the market understand this dynamic, as

we started to create and diversify new opportunities for the organisation with some

Vistas and setting up new capacity and capability to create those opportunities. And


what we're carrying this year is the impacts of additional depreciation, additional

borrowing and operating costs. And whilst that's hard to specifically quantify, we do

estimate that the impacts, versus last year, is between 20 to $25 million at an impact

level and this year's result. So I hope that provides some context for why both

EBITDA is crying, but input is showing a decline.

Also, really proud of the contribution that we're making from a people and planet

perspective. It's really important to somebody that we continue to milk differently for a

healthier world and balance people and planet with profit, especially when we're

facing onto some of these uncertain times with COVID-19. So without further ado, I'll

hand over to Angela. Angela has been with us for just on three months now. She's

brought a lot of great energy to the organisation. She was joking before the call that

she's a simple country girl from down South. That she's definitely much more than

that. She comes off a stellar career with Auckland airport, IAG and most recently

public trust. So I'll hand over to Angela who's, in a very quick time, got a hit around

these numbers. So Angela, over to you.

Angela Dixon: Thanks Leon. Good morning, everyone. This is my test results announcement to

Synlait. As Leon just mentioned this, I've just passed my three months Mac. But I did

manage to get a good look at this result, as I was here for the last six weeks of it. So

on to the numbers.

So slide four, the results of the glance. As a result of a strong second half, EBITDA is

up from 10% to 171 million. And you can see from the graph at the top right, that the

momentum has been growing over the last five years, particularly in the last three.

Total revenue is up 27% to 1.3 billion. And I'll speak to this more on the next slide.

And as Leon mentioned, the input is 75.2 million, which is down 9%, driven by the

depreciation and finance costs. Appreciation year on year has increased from 27

million to 48. As the build progressed then finances increased 127 million, from nine

million to 21 million. At least interest was capitalised this year compared to previous

years and more of it was used to complete out our build programme. The last graph

on this page tipped out our investment journey and shows a significant uplift in the

year of net as it was 409 million. This is a significant investment for the company.

And as a result, we expected a lower return on capital employed, as we're at the

conclusion of the investment phase, with the earning phase ahead of us.

Now turning to the next page, on page five, revenue momentum. As the revenue

momentum continues, the graph on the top right shows that it has been building year

on year with powder demand. This growth has been further uplifted this year with

Dairywicks and Talbot Forest Cheese and a full year of our new liquid milk revenue.

Most encouraging lift this year has increased 46% to 30 metric tonnes. Infant

volumes continue to grow up 15% or approximately 6,000 metric tonnes from last

year. And this has helped improve our mix and our business towards the higher value

products. Interestingly, we saw a big increase in liquid milk and cream sales during

COVID lockdown this year. But FY21 and beyond, revenue is expected to grow

further through the acquisitions of Talbot Forest and Dairywicks revenues, adding


approximately another 250 million revenue. But Synlait continues to build sustainable

and reoccurring revenues.

Now moving to page six. So here, I'm just going to talk a little bit more about growing

into our capacity. Total powder production was up 8% year on year. And our

consumer packaged infant formula was up 18%. And with our elective fair on, we're

now coming into full capacity and the focus will be on optimization. The rest to the

right shows that the key build phases and FY11, FY16 and how the capacity was

filled up in the years following. We have now almost completed our investment phase

for FY20. And the revenues will grow as the customers are added through as our

Vistas location strategy in the next coming years.

Page seven, note that presentation is complete without a cost slide. So I'll just step

you through our cost increases for the year because there have been some. FGNA

costs are up in the year for a number of reasons. Firstly, our depreciation increased,

reflecting the completion of the refit of the Dem sandal and Christchurch offices and

the cafe. 46 million was absorbed from the new acquisition of Dairywicks and Talbot

Forest Cheese. That leaves us with a 16% increase, which is driven by new

employees to run this new capacity as it comes online and resourcing our ERP

project, SAP, which is now in full gear. Senior operating costs will reflect higher IT

costs due to a greater investment in cyber controls, and higher software costs to

ensure the connectivity that we needed to be successful during lockdown. And office

upgrades, including our new China office.

One of the distribution costs of 1.4 million reflect optimising the Pocono as it came

online. Private shares impacted us slightly. Annual leave increased as staff focused

on servicing our customers. And also savings were enjoyed around travel training

and conferences. We did, however, have more costs relating to cleaning and

warehousing to support the export effort. Looking forward, our cost base is stable.

The graph on the bottom right shows that the FGNA costs, as a percentage of

revenue, has been flat year on year. And we will continue to focus on this ensuring

we get the process and system improvements we need, as we mature our business.

Page eight, inventory. Probably a really relevant story this year. Our inventory has

increased significantly at 63%, but there's some really good reasons for this.

Dairywick and Talbot Forest inventory came onto our balance sheet and that reflects

53 million. Production of infant formula powder was made to meet growth demand

that we saw through the year. And that added a further 27.5 million. And you can see

this growth on the bottom graph on the right hand side and how inventories have

always tracked growth.

Measure to understand whether that growth is appropriate, is their total revenue

inventory to revenue ratio. And that's showing that it's slightly higher than this growth.

And this can be explained with the 14 and a half million of extra infant based formula

that we are holding, it related to COVID. At the start of the year, we had strong

signals of demand, but this was later revised in Q3 and four as the demand was

more uncertain. This has left us holding extra infant based formula then what we


would have if, perhaps, COVID had not happened. Lastly, we're always maximising

our milk curves and we produced infant formula on the shoulders of the season to

allow us to fully optimise the higher milk peak in FY21 when we make the most of our

ingredients.

Page nine, operating cashflow remains strong. Underlying cashflow is 127 million

excluding our new acquisitions, Dairywicks and Talbot Forest. Operating cashflow

was further impacted by the 14 and a half million of additional COVID stock that we

have been holding. So the underlying is stronger than that. In contrast, our

investment cash flows are now significantly declining now that we're at the end of the

investment cycles. And the investment cash flows will reduce to previous

maintenance levels going forward, that you can see on the graph, on the bottom

right. After we've absorbed the last of our growth CapEx, [inaudible 00:11:27] and our

SAP projects and early in the first half of FY21.

And lastly, our balance sheet, investing for the future. Protono, the liquid plant,

Dairywicks, Talbot Forest are now all in the suite of assets to help diversify our risks

and revenues. We have further diversified our debt to help accommodate this growth.

As you will know, we released the retail bond of 180 million, pre-Christmas, in two

ESG linked loans, which are delivering cost effective margins thanks to a strong

sustainability performance. Total debt has increased 193 million. In contrast, interest

in bank fees only rose from 18 million to 23 million in the year, reflecting lower based

interest costs.

The outcome of this is that our leverage ratio is now at 3.1 times. It is under our four

times cabinet cap and all our cabinets have been met in the year. Our banking

syndicates continue to strongly support Synlait. With our recent facilities revised to

roll over our working capital facility of 250 million for another year and advance to a

further hundred million reducing to 70 million in January 2001, maturing in May to

help with our seasonal cash flow and the first task outlook on customer demand. Our

business plan for the year here is fully funded, but given COVID and the worldwide

impact, this feasible continue to review our capital management and balance sheet.

And in the short term, we will manage and focus carefully on cash and maintenance

and ensuring maintenance CapEx is minimised. Thank you everyone. That's it for me

and I will pass it to Leon.

Leon Clement: Thanks, Angela. I'm picking up at page 12, for those of you following along with the

presentation. And there's just a summary of the achievements at a glance, but I'll

walk you through it more detailed from here. But really no Synlai presentation is

complete without some commentary on our core up for business. And it's really

performed well this year for us. Many of you know, based on the keynotes to support

additional capacity and capability as a large part of our strategic growth programme.

That's in its establishment phase as we move to starting to transition it into higher

product mix and driving returns for the organisation. We've got a new multinational

customer opportunity


Being finalised. I'm really proud with some of the manufacturing excellence

programmes that have contributed to our results this year and that continues to drive

value for our organisation. I'll also give some commentary to Dairyworks and Talbot

Forest. Those acquisitions have come through a settlement and establishment phase

and they're well-placed to deliver on our expectations moving into this year and

beyond. In a summary of some of the mix of qualitative and other key improvements

that we've made and achievements across People Planet, and those areas that

continue to be important for us as we face into the higher levels of uncertainty or

agility, and resiliency required from our people for COVID-19. So let's pick up on

slide 13 infant nutrition continues to perform really well, and that's supported by the

cornerstone customer and shareholder that we have with our strategic partnership

with a2. A consumer packaged infant formula sales are up 15% to close to 40, just

over 49,000 tonne this year.

And look, I think a real achievement for us as our ability for the organisation to

navigate through a large amount of the disruption that occurred in the second half of

this year through COVID-19. Our supply chain teams and our people demonstrated

some extreme resilience and agility kept supply chains open, kept our product

procurement available and we're really pleased with how we were able to come

through this period. It's also strong evidence of the partnership that we have with a2,

that is a large part of underpinning our growth, but it's really important also that

people understand what we enable for the a2 Milk Company. We're home to New

Zealand's largest day one protein-free milk pool, which we provide for them. We

operate a highly integrated infant nutrition manufacturing network. Now with facilities

established both on the South Island and the North Island, we hold the seller licence,

which ensures open market access into China for the brand and we continued to

support that with the stability and confidence we have in our supply agreements with

a2 the product development and innovation, we provide them the account

management support that is sitting behind that.

The really strong endorsement for both Synlait in terms of the result we achieved and

have navigating through COVID-19 and the strong strategic partnership we continue

to have with a2. Moving on to slide 14, I thought it was worthwhile just highlighting

how Synlait has helping support our customers navigate through a really dynamic

environment in the space. At the moment, we're seeing real shifting curves in the

space around market dynamics, not just with COVID-19 with premiumization,

declining birth rates shifts and the channel dynamics with Seabeck and Diago. We've

also seen recent studies that show greater trust and domestic players coming out of

China for infant nutrition, but on the right-hand side of that slide, we're also seeing

shifts in the regulatory environment around the geopolitical nature of how

governments are responding in particular with the virus bilateral relationships

between New Zealand and China.

What GB standards will be released around the standards required to meet China

requirements for market access, seminar registration, and the process and the

uncertainty that continues to play for our industry. As part of that, we acknowledged

there are risks here, but we think that we're well-placed to help navigate through that


with the effort that we put in to our regulatory teams. And, for both companies, the

importance of renewing our registration and September 2022 is really important and

we continue to work really closely with a2 on this project.

Now there's been a lot of interest in some of the Pocono, how it's being

commissioned and what sorts of new business we are developing to go against that

new investment. That's a significant investment for us and I just wanted to talk

through on page 15, how we're looking at that for last year and for this year. So may

Poconos still remains an establishment phase this year. We're really pleased to have

genuinely created an integrated process and capability with our Synlait open canning

site. So we now are able to take fresh milk from a milk pool and the Waikato process

that at Pocono and bring it to our Richard Pearce Drive site, in Auckland and end to

end create a genuine different option in terms of North Ireland, infant nutrition

manufacturer. Obviously we're were waiting for the Supreme Court out outcome on

Synlait, which would allow us to continue to proceed there.

We've got a strong milk Polus devastate and a great farmer base. We've

commissioned this facility on time. And this year since processing first milk and

September 2019, that facility has produced around 15,000 tonnes of ingredient and

the vice powders. So we're really starting to see it come online as we've established

that what the strong, highly engaged and capable team that we've got in place look

into the future and what we call the transition phase and Angela talked a little bit

about how we invest and start to build into our capacity that we've created. We will

then turn our attention to focus on transitioning to a high margin product mix. We are

finalising a long-term supply agreement with a new multinational customer for

packaged products, which we expect will have a positive impact on earnings from

FY23 and this will start to improve some of the Poconos utilisation and leverage the

existing operational expertise we have there.

So that really is the situation around Pocono, moving from establishment to transition

and making a significant contribution to the organisation and the Optune years. So

very strong evidence on slide 16 of the great progress our manufacturing teams

continue to make. They are showing strong improvement in conversion costs, drying

milk faster, reducing downtimes materially, working with how we manage change

over times and powders. And really when you look at these data metrics, they add up

to the fearing necessary investment and new capacity, particularly around the third

binning and canning line, which we're really proud of. On page 17, just moving to

how we're looking about dairy works from Talbot forest this year. I suppose this, if

Y20 has been a year where we've consolidated those assets and we've started to set

ourselves up for success this year represents the full 12 months of owning Talbot

Forest Cheese.

And four months of owning dairy works are focused on if Y21 is around realising the

business and supply chain synergies that we see there, and some great opportunities

to take costs out of the supply chain and improve our competitiveness by building an

end to end Cheese Value Chain. And then we look at the market and category

expansion opportunities to establish a sustainable learning stream. So our focus for


this year is starting to look at removing some of the duplication that we have across

those two assets. We've already moved and migrated some of the secondary

processing that's cutting and grating capability. That's set at Talbot Forest Cheese

that sits better with Dairyworks. So we see operational opportunities to improve

there. We will be investing in small automation and lineup grade projects that

improve line speeds and enhanced capability, and also there's opportunities this year

to start to leverage the scale of being part of civilised network and the strong

relationships we have with other suppliers.

So that's a large part of the focus going into this next 12 month phase and we're also

really excited about some of the market and category expansion opportunities. We

see great opportunities to grow into Australia and China with our strong relationship

with Woolworths in Australia, we see opportunities to grow specialty cheese and a

couple of pictures on page 17, show some of the fantastic innovation that's coming

out of the team, encourage you to get out and try our finishing butters. My particular

favourite is the Chipotle and Sea Salt and coming months you'll see a high protein on

the Go yoghourt that we think is going to hit the spot with consumers who are busy

and wanting to get to work and get a healthy breakfast down.

So the Underlying view on the potential that we see around Talbot Forest dairy and

Dairyworks is unchanged. We're forecasting and remain on track to deliver

sustainable learning stream of approximately 15 to $20 million at an EBITDA level

emerging in the next two years, as we start to realise some of these synergies and

move into the growth momentum that we're seeing. On page 18, some really good

progress on safety and engagement, diversity and inclusion, and our Whakapuāwai

programme, which is about planting trees. We've got 12,000 trees in the ground and

targeting 80,000 this year. Some really important parts of our organisation and our

focus on these areas just continues to drive the journey for us to build a healthier

Synlait and strengthen our company as we go forward. Likewise, I'm really proud on

page 19 of our B Corp certification this year.

We did this really because we really believe fundamentally that a lot of the work that

we do in the environmental and sustainability space goes unnoticed. It's a lot of work

that sits behind us. And B Corp gives us the opportunity to sign up and be

accountable to the programme that we've put in place, but also to join a community

of organisations that share our view to use business as a force for good and that the

achievement of the citizen education as again, just the start of starting to build a

network with other like-minded companies, which had some strong reach out from

other New Zealand and global entities already, who are keen to support us on our

journey to continue to contribute to people and planet alongside profit in our

organisation. Moving now to risks. We often talk about the rest that we carry, and I

think certainly has historically carried a large portion of strategic risk, which we are on

to addressing the first one that's front of mind is naturally COVID-19 and how we

respond to that.

I'm really pleased with what we've proven today and the resiliency and agility of our

organisation. The next three lines, there are really about the concentration with the


caring. I hope that many of you that have been following us have seen that we've

moved from, some 12 to 18 months of months ago of being focused on a single

category customer and site to really genuinely and authentically addressing those

risks around sites, around categories for the acquisitions that we've made and

around customers. So still a work in progress, but we're really starting to move

forward on that. And whilst it's come at a cost with the investment profile that we've

had, I'm really optimistic around the opportunities that we're creating to be a more

diversified and resilient organisation facing them to some of the global uncertainty

that is looming. We're watching very closely. The Chinese regulatory changes on and

off farm environmental impacts were well-placed for, with our Lead with Pride

programmes, we remain comfortable with our legal position on the Supreme Court.

And as Angela addressed, looking at our balance sheet in terms of making sure that

we're running at appropriate levels of leverage going forward. A quick slide on page

22. Again, I'm really proud of the efforts that our team put into COVID-19. I think

many of the New Zealand and New Zealand companies have had to face them to

this. I do also believe that we're well-placed to tap a wider nutritional opportunity for

New Zealand and high provenance and quality food that Synlait well-placed to take

advantage of. I really do believe that this also validates our strategy to get on and

diversify organisation and make sure that we are able to make sure we're not

exposed to single buckets of business so that we can be more resilient. And when

we're facing into high levels of volatility, and I'm really proud of the team and the

effort that they've put in to make sure that we're well-placed for this.

So we're up for what's ahead. And I think well-placed, as we go into the future.

Moving to slide 24 as part of our outlook fiction this year, we've agreed as a team

that we must focus on making sure that we set ourselves up for the next phase of

earnings growth, given the investment phase, that we've just come through a really

simple three focuses for us this year and bedding new and existing customer

partnerships, making sure we focus on optimising assets and creating value off the

recent investments that we've made and simplifying and standardising our structures

and systems. We're a maturing organisation. We've grown really rapidly over the last

few years, and it's important that we continue to invest in the core parts that set up

business up for success. So those are the themes for us for this financial year. On

page 25, I know many of you have seen this slide before.

It' s a really important one for us and for everybody to understand a material, jump up

over the last two years from roughly half a billion dollars of net assets to just over a

billion today, that's creating somewhat of a drag on our balance sheet, as well as our

impact number, but it's also creating fantastic opportunities for us. We're now really

well-placed with our liquids plan, moving to a commissioning phase, Poconos, an

outstanding facility for us, and the ability to diversify our customer base as well as

leverage new markets and categories without dairy works acquisition puts us in a

good position to face into the uncertainty. So moving to our guidance side, page 26, I

must say there's more words on it on this page than usual. And I think that's a

function of the uncertainty that's out there. And so look, I think that that's the first

point there is that we do continue to see significant global uncertainty. It's very


difficult for any company to predict what our results are going to be 12 months out at

the moment, because there is a lot of volatility out there.

But we have shown a good amount of ability to maintain operational continuity over

recent months, and in terms of the demand for our products here's what we're

expecting. Around consumer packaged infant formula volumes, we're expecting

those to be similar year-on-year. We are forecasting lower demand in the first half as

we work through some higher-than-normal stock levels in the supply chain with our

customers, but we do expect a return to growth in the second half of FY21 once

we've worked through those stocks. We do expect strong underlying EBITDA and

cash flows to continue, in particular contribution from Dairyworks and Talbot Forest

Cheese as we realised the synergies that are there and moved forward. And we don't

expect disruption to manufacturing or demand for our ingredient and lactoferrin

businesses. Of course, these demand outlooks are subject to the unpredictable

effects of COVID-19.

We're seeing lots of shifts in consumer behaviour. General dynamics and moving

around and supply chain disruptions are not out of context and could still occur, so

watching those areas with interest as we move forward. Overall, this is offset by the

carrying cost of investment in Pocono and in our advanced liquid dairy plant.

Earnings from these investments will be expect to be delivered from FY22 and

beyond, as we start to get out programmes and move those facilities from

establishment phases into transition phases. And as disclosed today, we're finalising

a new long-term supply agreement with the multinational customer for package

products, and we expect that to have a positive impact on earnings from FY23.

Against us, we're targeting a similar or slight improvement on our FY20 impact result

in terms of our overall guidance this year, and obviously we'll provide an update to

the market at half-year when we expect to be a little further into this year, and

perhaps can manage some of that uncertainty that prevails.

So really what are the takeaways for today? I think we're in good shape. We've come

through COVID-19 well. I'm really proud of the response in the organisations, and

we're in a good category and a good industry to continue to tech high quality nutrition

as a net exporter of food to the world that will continue to demand that. Our financial

result is strong. I'm very pleased with the revenue growth that we've got, and the

EBITDA result continues to point to the strong underlying growth of our core

business. Our net profit result is carrying, showing the result of carrying the cost to

create those opportunities for future investment, which are coming through. We are

coming to the end of that investment phase, and we're really well-placed to drive

earnings growth in future years. So that concludes the main body of my presentation.

There's a series of appendix slides that we can continue to talk to as part of our

catch-ups with each of you, as we go forward. I'd like to now open the line for

questions and we use this time effectively, so let's go to the first set of questions,

please.

Operator: Thank you. If you wish to ask a question, please press star one on your telephone

and wait for your name to be announced. If you wish to cancel your request, please


press star two. If you're on a speakerphone, please pick up your handset to ask your

questions. We ask that all participants listen, limit their questions to two per turn. And

if you have any further questions, please rejoin the queue. Your first question comes

from Chelsea Leadbetter from Forsyth Barr. Please go ahead.

Chelsea Leadbetter: Thanks and hi Leon and team. I guess if I start... Hi, if I start with my first question

around just thinking about Pocono, and can you give us a little bit more colour in

terms of the utilisation path? I guess thinking about the next couple of years, what

type of products we should be thinking about, and then you obviously call out the

new customer that you're expecting to finalise in due course. But I just trying to

understand how material that is in terms of taking up capacity and, I guess, how you

shift and move in accordance with keeping available capacity with that coming on

stream in due course.

Leon Clement: Yep. Thanks Chelsea, great question. And I think, as we signalled, it's really an

establishment phase still this year and we start to move to starting to move towards a

higher margin product mix for us, remembering that margin comes through both

overhead recoveries in terms of the complexity of products, as well as the margin

we're able to achieve from our customers. So a lot of the establishment phase for this

year, in particular for Pocono, before new customer opportunities come on, is looking

at how we optimise our asset base in our network. You'll see buried in our report

somewhere that we have recruited 80 million litres of additional milk in the South

Island this year, and that allows us to push more IFB production up to the North

Island, and therefore get better recoveries on the cost structure that we've just

recently put in place on Pocono. So that's an example of the kind of things that we

can do against our existing volume and product mix portfolio that allow us to start to

transition us.

FY20 was very much around us getting Pocono running, making sure that we had the

team in place, the quality procedures in place. We were getting our registrations. We

didn't make our first IFB until the new calendar year this year, so we've been

migrating up that path. We now have a really strong established facility and we can

start to optimise against that. So having more milk recruited down on the South

Island allows us to process commodity products down with the network that we have

there and optimise effectively, push more infant-based powder up to the North Island

and use that network more effectively. That brings a better return for the base

products that we have there. And then in the outturn years, starting to look at

additional volumes that may come from the new multinational customers about...

Chelsea Leadbetter: Okay. And in terms of my second question, maybe prioritising here, but in terms of, I

guess, outlook, are you prepared to give us any sort of context on how we should

think about your CapEx for the year ahead, and maybe even the debt levels? I mean,

you made the comment lay on about thinking about appropriate levels of leverage.

Now what is that, in your view, and kind of how should we be thinking about that

deering path?


Angela Dixon: Thank you Chelsea, I'll take that one. It's Angela here. In terms of our CapEx for the

year ahead, we're continuing to just focus on completing out this build phase. So

drive store four will be completed this year, and will be up and running with significant

benefits coming through by January and February under our current plan. We're also

going to complete our ERP project, which is effectively putting SAP into our

organisation so that we can get a lot more efficient in productivity benefits flowing

through in the years to come.

There's some small expenditure still required on in terms of cash flow payments that

were deferred from FY20 on Pocono and the milk plants, but they were de minimis.

They're a very small amount, and then we're moving into a phase of just normal

maintenance CapEx. And we're really asking the business to be really wise about

how they're spending their money at the moment. We've got a lot of new assets. We

have a few older drives that do need to have... make sure that they can run optimally

over the particularly the milk peak, but our CapEx expenditure into the business is

now closing out. And a lot of those costs that I talked to, in terms of the growth sites,

have already been incurred. And the last one that happened was we packed and we

made the final payments for the farms, which came through in August. So a lot of the

costs that have been incurred, the lot of the big spends, the CapEx has been done in

FY21 because it happens in the first couple months of the year. And then we're going

right back to that maintenance level.

Chelsea Leadbetter: Thank you.

Angela Dixon: And then I thought I could addressing your second question relating to the leverage. I

mean, we're just... I'm just taking... I'm new and I've been here three months, and I'm

really just trying to get my head across our deep strategies and our balance sheet,

and understand what would it be appropriate and understanding how we naturally

deleverage now that our investment costs are falling away and our operational

cashflow remains strong. And I just want to get that balance right, and I'm just taking

my time to look that through.

Operator: Thank you. Your next question comes from Adrian Allbon from Jarden. Please go

ahead.

Adrian Allbon: Good morning, team. It's just the first question, just around, I guess it's sort of related

to Chelsea's question on the CapEx. To get the synergies and the cheese strain

between Dairyworks and Talbot, is there any further sort of investment required over

the next three years of size to sort of be able to execute that strain? And, related to

that, [crosstalk 00:37:25]... Sorry, and then sort of related to that, should we think

about, if you are successful on that, in terms of return on the milk, would it be similar

to sort of RFB power in terms of a overall return?

Leon Clement: Okay. The first question is easier, I'll come back to the second one. No material

additional investment, and to Talbot Forest, Dairyworks. In a large part we've done a

large part of the capital investment that we needed to in Talbot Forest a little bit

earlier than we originally forecast. You want to remember that we bought Talbot


Forest before we had Dairyworks, and we had a plan to potentially scale up

production there earlier. Rather than running that production, we've invested in

making sure that it's ready to support and feed Dairyworks. A large part of that is

done. We also had that unfortunate product recall that had an impact this year. There

are some small tweaks to investment in line automation that we see good opportunity

for. We've already moved secondary processing for specialty cheese and some great

lines from Talbot Forest to Dairyworks that has been completed this year, again at a

cost of some of the optimization of production and overhead recoveries. But that is

now largely in place, and we see ourselves well set up for that.

As far as comparing returns to a melt solids basis for IFB, I must admit I haven't done

a comparison on that basis. But we are comfortable that the returns that we expect to

see in the next two years and the potential we see for this organisation and the

outturn is consistent with the hurdle rates that we have around this month.

Adrian Allbon: Okay. And maybe, second question, obviously, you've been careful sort of not to sort

of tiptoe into any sort of response on Mataura Valley and what they too some near.

But just in terms of, I mean, and obviously they're a multinational customer you've got

some sort of medium-term sort of diversification to that in any respect. But is there...

Can you... Is there any ability to differ... Well, in the current agreement, is there any

ability to differentiate cross the China label from the English label, as it currently sits

in that relationship?

Leon Clement: As you know, Adrian, we don't comment on those sensitive commercial terms, but

sort of behind that relationship. So we'll probably stay behind that, and as we've

commented before, I think A2 have signalled really clearly in the past their intention

to participate in manufacturing. We understand their decision and diversification of

their supplier base is not new to A2, and we'll continue to move forward without

diversification strategy as well. I will stress this is an and, not an or approach here.

We continue to have a strong long-term and strategic partnership with A2. It's a core

focus and priority for us, and we continue to see the opportunity for both companies

to continue to create value together. And we'll continue to do so.

Operator: Thank you. Your next question comes from Stephen Ridgewell from Craigs. Please

go ahead.

Stephen Ridgewell: Yeah, good morning. Just wondering should investors still be expecting similar to

kind of lift ROCI to 20% plus in the medium term? Just didn't see that being called

out.

Leon Clement: We're not being explicit on our ROCI returns in terms of the outturn, but look, we do,

as a management team and a board, eyeball those sorts of returns as hurdle rates

for new investment. So I think it's fair to say when all of our investments start coming

together, and should they do that, then those sorts of return on capital employed

rates are possible. I think we'll certainly see a lift, but we're also got a much larger

asset base to do that. We've got execution risk in terms of pulling together a much

more diverse organisation. And frankly, whilst I think we continue to, and should


have, high hurdle rates for us to work through investment decisions, I think, certainly

as management and as a board, we would be comfortable with a slight softening of

delivery against that in exchange for a more diversified and sustainable company.

Stephen Ridgewell: That's helpful, thanks. And just following on from that, I mean, strategically, what's

the company's chief way to diversify its customer base going forward? Is it organic

customer lens? And to note your comments on the new customer from 423

potentially, or is it acquisitions or do you see a combination of both? And it's some

kind of balance?

Leon Clement: Look, I think the best way to answer that is we have a multi-pronged approach to

diversification, because we've had concentration risk at a range of different levels. So

we've had it around production sites, around categories, around customers and

markets. So we'll continue to seek opportunities to do that in whichever way we feel

is most appropriate. We've built category and geographic diversification through the

acquisition of theory works. And I think that that's well set up now to progress.

Customer diversification as perhaps something that we will look to do. What's

unexisting categories where we see complimentary capability and capacity that's

available. So, yeah. Look, we'll continue to see a mix of strategies. I do think that we

are well set up to continue to diversify without significant investment we're coming to

the end of an investment cycle. The opportunities are now there. We've largely

addressed the site diversification risk that we needed to and category customer and

market will start to evolve once we leverage the investments and get returns on the

decisions that we've made.

Operator: Thank you. Your next question comes from Marcus Kelly from UBS. Please. Go

ahead.

Marcus: All right. Good morning. I just wanted to start with the guidance Leon. I suppose

when I read through it, it sounds like you're referring to quite a big step up in

everyday dairy this year coming, and flat and some formula volumes. So, you know,

what's the negative Delta That keeps the profit flat in the year coming?

Leon Clement: Look, I think what we're signalling Marcus is that we see, tell it for us dairy, where it's

contributing sukkah 15 to $20,000 of EBITDA. By the time you pay the borrowing

costs and depreciation on the NSC that's contribution to impact has dealt down

somewhat. I'll let you do the maths on that. The offset is against flat infant formula

volumes, and a fair amount of unpredictability out there. So that's broadly how we

see things evolving.

Marcus: Is part of the issue, the amount of milk that you're taking in.

So this year was up 20% production was only up eight. Yeah. You got another big

increase next year, it sounds like you're going to pump that into commodity grade

ingredients, so is the milk going to be part of the drag on profits this year coming?

Leon Clement: Not necessarily. I think the milk doesn't tend to contribute to losses it offers

opportunity to optimise assets. So we've recruited more milk to step up into our


cheese value chain. And similarly, as indicated with Chelsea's question to what

demands are done, see more assets and push a bit more on if they up to poking on

his side. Now it's not a contributed to that drag.

Operator: Thank you. Once again, if you wish to ask a question, please press star one on your

telephone and wait for your name to be announced. Your next question comes from

Tim Hunter from NBR. Please go ahead.

Tim Hunter: Good morning. And thanks for the presentation. Just following up on the deposition. I

noticed that you've refinanced some debt and you've got quite a bit maturing over the

next sort of 12 months or so. Can you give us some guidance on whether you are

aiming to just refinance that debt or raise capital?

Angela Dixon: Hi, Angela here, good question. We are looking at a number of different options and

refinancing the debt is certainly one of them. We do have one of our revolver a rolling

off 1st of October, but we will continue to look at all the options, it makes sense to

look at all the options. And, I think we'll make some decisions in due course.

Tim Hunter: Alright. A second question, just to run Pocono, you talked a little bit about the

capacity, but can you tell us what the capacity usage of the Pocono plant was in

FY20 and what it will be when the new customer comes online?

Leon Clement: Thanks Tim, We're obviously not disclosing too much around the customer details at

this stage until we finalise that agreement. But look, roughly you can think about

Keno as we made about 15,000 tonnes of mix of ingredient and infant nutrition there

this year. If it was running fully infant nutrition, it would be about a 35,000 tonne drier.

When you make infant nutrition, that's a little bit slower than commodity. So we could

probably lift output there if we had a higher mix of just processing milk, but that

should give you some indication of the 15,000 metric tonne against the capacity in

that dry this year.

Operator: Thank you. Your next question comes from Kurt Gelsomino from Morgans. Please go

ahead.

Kurt Gelsomino: Good morning Leon an Angela. Can you just talk through the second half

performance of the liquid milk facility? It looks like a modest swung from a modest

first off gross profits or a second half loss. Can you just talk about some of the

dynamics going on there and maybe the outlook for the new customer opportunities

for that facility also, please?

Leon Clement: Yeah, sure. Look, we're still commissioning the UHC line there and, and getting

validation of shelf life studies. So as indicated in terms of the contribution of that

asset in FY 22 and beyond where we really start to ramp up production and output of

the UHC long lifeline. The fresh milk line continues to make a good, solid contribution

to the cost space that sits around that. Obviously when it's running at those sensitive

levels, without the support of the overhead recoveries from the UHT line, that's a little

more sensitive. So we'll move from rough contribution to breakeven, and there are

some times some movements around how we manage and account for full cream,


and that can be seasonal. So we'll do a bit more digging on that for you and perhaps

look back in the one-on-ones.

Kurt Gelsomino: Awesome. Thanks. So then maybe just a quick final one. Have you quantified at all

you external infant formula based powder sales in FY 20 at all?

Angela Dixon: What do you mean? Could have we quantified, what does quantify mean?

Kurt Gelsomino: How much in your powders and creames sales volumes this year, how much relates

to third party?

Leon Clement: No, we typically don't quantify the mix within that element for commercial reasons.

Kurt Gelsomino: Yeah I think in the past you've only shared that information, but that's okay.

Leon Clement: We'll go back and check. I think if you're asking for a split and where we put powders

and creams of how much of that as ISB, we don't disclose that for commercial

reasons.

Kurt Gelsomino: No worries. Thanks for your time.

Operator: Thank You. Your next question comes from Nick Mar from Macquarie. Please go

ahead

Nick: Hi Guys. Just on the semi registrations, you didn't really kind of mention too much

about the other Chinese brands. Are you guys still progressing with those? Are they

kind of quartered off given the complexity of getting people down as part of the

world?

Leon Clement: No, It they're still in the mix, awaiting a formal side-out at, by semis. So there's not

much more we can do. They've had approval from a dis space review by semi and

then subject to a site audit. So yeah, there's just not a lot to do, but sitting and waiting

as we start to see how that part of the semi licencing process may evolve.

Nick: Right. And then just In terms of the kind of motion national customer and how, how

we think about that, is it kind of the FY 23 number in terms of when the volumes will

start or will it, would it start likely earlier on a kind of less than kind of break even or

break even basis so not financially contributing? And is it kind of sites for shutting

that down that pathway you would have kind of gone for maybe volume over margin

to get utilisation up?

Leon Clement: I think it's too early to speculate until we finalise the agreement. We're just saying it'll

make a positive contribution to earnings on FY 23 and beyond.

Nick: Okay. Thanks a lot.

Operator: Thank you. Your next question is a follow-up from Marcus Kelly from UBS. Please go

ahead.


Marcus: Leon, I know the comments you made around a2, but I just wonder if you would offer

up what proportion of the business is not exposed to the exclusive manufacturing

arrangement. How much revenue is free to move or not bound to that agreement.

Leon Clement: So can you just clarify the question again, Marcus?

Marcus: So my understanding is that under the a2 arrangement is an exclusive arrangement

over, I think, stage one to three into Australia and into China, but you do other

products for a2, I just wanted to know what proportion of the group sales is not bound

to that exclusive component of the a2 agreement.

Leon Clement: Your understanding of the exclusivity as you described it as correct.

Marcus: Okay. But is there a material amount of sales that, that you do, which are not stage

one to three at the moment and they're New Zealand and Australia and into China.

So what proportion wouldn't be that?

Leon Clement: I think it's fair to say that there's not material volumes there, we focus on the

underlying exclusive clauses within our contracts and, you know, we don't objectively

or explicitly split that out for obvious reasons.

Operator: Thank you. Your next question is a follow-up from Stephen Ridgewell from Craig's.

Please go ahead.

Stephen Ridgewell: Thanks. Just quick ones. First of all, Can you give us a bit more colour as to what the

shamed intensive, like the fear and pricing and the golden fleet provider?

Leon Clement: Sure. I'm really pleased with that business unit has made a strong contribution this

year. We've got now about two thirds of our capacity under written with longer term

agreements. He has disclosed in the past that we've got a longer term agreement for

about half of it, but that's now moved to a little bit higher as we started to lock on

some longer term agreements and higher pricing. So that's giving us a little bit more

stability and confidence around the capacity there against quite a bit of volatility.

There's been obviously strong demand, particularly out of China for lactoferrin and

high quality lactoferrin, which we produce. So we're still really confident around that.

And I think that we can expect that prices will remain relatively robust over the next

12 to 18 months, but we have seen some recent announcements from the industry of

additional capacity coming online. So it'll be interesting to see what impact that has in

the upturn.

Stephen Ridgewell: Great. And can you discuss kind of the timing of the Pokono court case?

Leon Clement: We should expect the decision before Christmas.

Stephen Ridgewell: Great. Thanks very much. That's all for me.

Operator: Thank you. There are no further questions at this time. I will now hand back to Mr.

Clement For closing remarks.


Leon Clement: Right well, thanks Everybody for your questions. I know we'll put out with many of

you in one-on-ones and other group sessions, very heavy for subsequent calls via

Hannah. If you did want to clarify anything, there's a lot on our result this year, but

thank you very much for your time and look forward to catching up in the next few

days. Thank you.

[END OF TRANSCRIPT]

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