Synlait Publishes FY21 Result; Appoints CEO
ANNUAL REPORT 2021
Doing Milk Differently For A Healthier World
ABOUT THIS
REPORT
For shareholders interested in
Synlait’s environmental and social
impact, a standalone sustainability
report will be released in November.
This report will review Synlait’s
strategy and initiatives to deliver
on our sustainability objectives and
targets. It remains our intention to
merge the sustainability and annual
reports over time.
Good corporate governance is critical
to protect all stakeholder interests.
Our Corporate Governance Statement
describes Synlait’s current compliance
with the NZX Corporate Governance
Code recommendations in the year
to 31 July 2021. In order to enable
us to update this more regularly, this
section of the Annual Report has been
moved to Synlait’s website: synlait.
com/investors/corporate-governance
Welcome to our Annual Report.
This Annual Report reviews
Synlait Milk Limited’s (Synlait) and
subsidiaries’ financial performance
and business achievements for the
year ended 31 July 2021.
We always look for ways to improve
our reporting, please email any
feedback to: investors@synlait.com
An online copy of this report and
our previous annual, interim and
sustainability reports are available
at: synlait.com/investors/
SUSTAINABILITY
REPORTING
CORPORATE
GOVERNANCE
Synlait’s commitment to elevating
people and planet to the same level
as profit was recognised in June 2020
when it became part of the
B Corp™ community.
B Corp™ is a community of leaders
driving a global movement of people
using business as a force for good.
Certified B Corporations™ consider
the impact of their decisions on
their workers, customers, suppliers,
community, and the environment.
B Corp™ resonates strongly with
Synlait’s purpose of Doing Milk
Differently For A Healthier World.
Learn more about what being a
B Corporation™ means for our people,
our community, and our customers
at: synlait.com/bcorp
ANNUAL REPORT 2021
Our rail siding at Synlait Dunsandel
benefits people, planet and profit
while further extending our highly
integrated manufacturing facility
from farm-to-port. The 30-wagon
rail siding at Synlait Dunsandel
opened in May. Containerised
goods are now transported by rail
between Synlait Dunsandel and
Lyttelton Port significantly reducing
Synlait’s environmental footprint,
with approximately 16,000 truck
movements removed from State
Highway One saving an estimated
888 tonnes of CO2-e annually.
Our world class and sustainable
value chain is part of what makes
Synlait unique. The rail siding
significantly simplifies Synlait’s supply
chain network providing greater
control and traceability of product.
It also improves responsiveness to
customers.
SYNLAIT DUNSANDEL’S
RAIL SIDING
ANNUAL REPORT 2021PAGE 02 & 03
A forklift moves a pallet of Skim Milk Powder in our
new Dry Store 4 at Synlait Dunsandel.
CONTENTS
About this report 01
Chair review 08
CEO review 16
Meet the team 28
Our board 28
Our executive team 29
Review of financial performance 32
Financial and performance metrics 44
Milk price 45
Financial contents 49
Financial statements 49
Auditors report 122
Statutory information 129
Directory 148
ANNUAL REPORT 2021PAGE 04 & 05
In April, we were proud to launch
Made With Better Milk, a value-add
premium ingredients offering built
upon the sustainability credentials
of Synlait’s best practice Lead With
Pride™ farming system, our integrated
manufacturing and supply chain, and
our people and planet focus as a B
Corp™ certified business. New Zealand
made milk nutrition ingredients are
well known for quality and safety,
however, we need to keep raising the
game to differentiate ourselves. That
game is being played out in terms of
environmental and social performance
and we are excited about having a
product that allows us to better meet
what our customers are asking for.
Made With Better Milk provides
Synlait’s global customers with
the opportunity to differentiate the
products they market to consumers
based on a supply chain that takes
better care of people and animals,
and generates better outcomes for
climate, water, soil, and biodiversity.
Synlait farmers have been building
up their credentials since Lead With
Pride™ was launched 2014. After years
of hard work, Synlait’s most innovative
and determined farmers are now
being rewarded with the recognition
they deserve. Our inaugural Made
With Better Milk customer is a
prominent consumer brand owner in
Asia. The Made With Better Milk range
initially includes whole milk and skim
milk powder.
MADE WITH
BETTER MILK
PAGE 06 & 07ANNUAL REPORT 2021
Challenging trading conditions and a
poor financial performance meant our
share price underperformed. As our
performance improves, we expect our
share price will follow. Improving future
earnings, and consequently share
price performance, continues to have
everyone’s full focus.
A strategy that remains fit for purpose
While this is an extremely disappointing
financial result, we continued to
execute our strategy and are planning
a strong recovery. Key highlights
include:
• Modifications to Synlait Pokeno
for our new multinational
customer, which remain on track.
Building and installation is now
well underway and commercial
production will commence in
late 2022. In our first full year of
production in FY24 we expect to
increase our nutritional consumer-
packaged volumes by 35% to 40%.
• Dairyworks extended its range of
products with the launch of protein
and muesli yoghurts and finishing
butters. It continues to position
itself as a provider of innovative
dairy products packed in a way
that makes them easy to store,
open, and use.
A challenging trading environment.
My last year as Synlait’s Chair was
an unexpected and challenging one.
Our financial result for the 12 months
to 31 July 2021 (FY21) unfortunately
reaffirmed our over reliance on one
product, one customer, and one
market. While we have invested
significantly in our diversification
strategy, we did not anticipate the
impact COVID-19 would have on The
a2 Milk Company, our key customer,
and consequently, our own financial
performance.
Heading into FY21 we had
experienced a period of strong
orders from The a2 Milk Company.
Our team worked around the clock
to respond to the pantry stocking
behaviour experienced after the first
wave of the pandemic. However, the
revised consumer-packaged infant
formula demand forecast received
from The a2 Milk Company five
months into FY21 was massive and
sudden. The delayed impacts of
COVID-19 on consumer behaviour,
channel dynamics and supply chain
disruptions became very real.
The drop in demand resulted
in an immediate change to our
manufacturing plans as we switched
to ingredients production for the
remainder of FY21. This happened
as global commodity markets firmed,
and global shipping delays intensified,
making it harder for our team to find
new customers and achieve our usual
ingredient premiums.
A result that reflects the environment
we found ourselves
These trading headwinds were
significant and meant our result at an
EBITDA level reduced 78% to $37.3
million, further resulting in an NPAT
loss of $(28.5) million. This is very
disappointing. It is our first loss since
listing on the NZX in 2013.
Sales of nutritionals declined 35%
to 34,362 MT. The a2 Milk Company
sells product via two main channels:
directly into China via bricks and
mortar Mother and Baby Stores; and
via the daigou channel. COVID-19 shut
down the daigou channel as border
closures meant Chinese operators
were unable to travel. While direct
export sales to China have grown,
and we expect a further recovery over
the next year or two, the unknown is
still COVID-19. Despite the removal
of China’s one-child policy, the
number of babies born has also
fallen, slowing the industry’s recovery.
Synlait must therefore continue to
take a conservative approach to its
forecasting in this area.
CHAIR
REVIEW
Synlait Chair Graeme Milne ONZM
PAGE 08 & 09ANNUAL REPORT 2021
• The team are in the final stages
of preparing to launch our
Foodservice UHT whipping
cream product internationally,
with strong revenues to flow
through from FY23.
• Our new Enterprise Resource
Planning system has been built
and is being tested. It is due
to be rolled out by the end of
this calendar year. Productivity
benefits will include the
automation of several manual
processes and operational
efficiencies such as improved
inventory management, and
real-time data insights.
• Finally, next month we will
launch Synlait Swappa Bottle
our first consumer product under
Synlait’s own brand. This 1.5 litre
reusable, stainless steel bottle of
homogenised milk, exclusively
sourced from Synlait’s highest
performing farms will deliver on
our intention to move closer to
the consumer and complement
our existing business portfolios.
A balance sheet ready for what
comes next
We have invested heavily in our
growth initiatives over the last few
years. Due to the uncertainty of
COVID-19, we raised $200 million
of equity in November 2020. This
had strong support from our existing
shareholders – thank you. The equity
raise was considered prudent at the
time and has proven to be the case
given the negative change to our
trading conditions from December
2020.
New funding arrangements with our
banking syndicate were announced
in July. ANZ and BNZ have been
supportive of the Synlait story and
strategy since the early 2000s and
2011 respectively. We are pleased
to have completed this refinancing
exercise and to provide increased
certainty for all our stakeholders.
A changing team
Executive changes
The pandemic’s impact on Synlait is
obvious and unfortunate. During the
year CEO Leon Clement, CFO Angela
Dixon, and Director Operations Mark
Toomey resigned. We thank them all
for their contribution and commitment
to Synlait.
John Penno, Synlait Co-Founder,
Former CEO, and current Director
stepped into the Interim CEO role.
From John’s 1 May start date, he set
about formulating a plan for our return
to profitability. John has been ably
assisted by Robert Stowell, a long-
term senior leader at Synlait, who
has been appointed as our CFO, and
by Matthew Foster, a retired senior
manager who returned as Acting
Director Operations.
Earlier this month we announced a
consultation process had commenced
with staff to update our organisational
structure. The changes, which are now
finalised and included in the Investor
Presentation released alongside this
Annual Report, align leadership and
resourcing around key business units
(Nutritionals, Ingredients, Liquids and
Consumer Foods).
As a final step in the process to reset
Synlait, today we announced our
new CEO. Grant Watson will join the
Synlait team in January 2022. Grant
is currently CEO of dairy company,
Miraka. Prior to Miraka, He spent
10 years at Fonterra where he held
several senior roles including Director
of Global Foodservice, Acting
Director of Sales Fonterra Brands
New Zealand, Managing Director of
Tip Top and Director of Route and
Foodservice Fonterra Brands New
Zealand. Prior to Fonterra, Grant built
his executive career at McDonalds
New Zealand to become Chief
Operating Officer. He has also held
several governance and directorship
roles for private and publicly listed
companies.
Grant has a track record of materially
transforming and accelerating
businesses by setting clear
strategies, surrounding himself
with diverse and talented people,
and relentlessly driving execution
to deliver strong sustainable
results. Prior to Miraka, Grant led
the significant growth of Fonterra’s
Global Foodservice business
and has overseen the successful
commercialisation of numerous
value-added dairy products. This
is a key part of Synlait’s strategy
going forward and we look forward
to benefiting from his skills and
experience.
Grant will be supported by Nigel
Macdonald who was appointed as
our new Director Operations last
month. Nigel has had a lengthy tenure
in the global dairy industry and has
led operations, manufacturing, and
supply chain teams in the areas of
infant nutrition, fast moving consumer
goods, and ingredients in New
Zealand, the Middle East, and Latin
America. He is currently General
Manager, Manufacturing at Baladna
Food Industries, Qatar’s leading dairy
company.
We look forward to Grant and Nigel
joining our team over the coming
months.
Governance changes
As announced in 2018 when standing
for re-election, I intended for this
to be my last three-year term as a
Director and Chair. Having been
Synlait’s inaugural Chair, and on the
Board for some 17 years, it is certainly
time to hand over to a successor. Our
poor financial performance, however,
does not make it an ideal time to lose
industry knowledge and experience.
Therefore, when Grant starts as CEO,
I will retire as Chair and be appointed
as a Board Advisor for one year.
John Penno will assume the role
of Chair. This is a very logical step
for Synlait. John has been the chief
architect of our recovery plan and is
the best position to Chair the Board
and guide Grant through his induction
and establishment.
As John is a Board Appointed Director
the Board will seek ratification from
shareholders at the Annual Meeting in
December via a change to Synlait’s
constitution. The constitution
will be amended to remove the
requirement for the Chair to be an
Independent Director. This will be a
temporary measure as the Board is
aware it is best practice to have an
Independent Chair.
When I retire in 2022 the Board
will appoint Paul McGilvary as an
Independent Director. Paul has
extensive experience in the dairy
sector. He is currently Deputy Chair
of AsureQuality, Chair of BVAQ
Australia, and a Non-Executive
Director of Waikato Milking Systems.
Paul previously held several
executive roles including, CEO of
Tatua Co-operative Dairy Company
Limited, CEO of HortResearch,
and Managing Director, Fonterra
(Europe). Paul’s strong dairy
experience gives the Board every
confidence that this will make him
an asset to the Synlait Board. Paul’s
appointment will be ratified by
shareholders at the 2022 Annual
Meeting.
As a shareholder you will have the
opportunity to ask questions and
vote on these changes at our Annual
Meeting to be held on 1 December in
Christchurch. We hope to have your
support.
A return to sustainable profitability
Our key priority is to return Synlait to
profitability in a sustainable manner.
We expect our consumer-packaged
infant formula business to recover
slowly and our Dairyworks business
to trade well. The increased size of
our ingredients business also has the
right customer base to support our
expanded capacity. However, it will
be FY23 before our new multinational
customer at Synlait Pokeno adds
significant value to our performance.
Under these conditions we do see
a return to profitability, but not
immediately to previous levels. Synlait
expects its Net Profit After Tax result
to return to robust profitability in
FY22 based on tighter management
of its Ingredient business, improved
infant base powder volumes and
cost savings. By the end of FY23, the
recovery plan will have seen Synlait
return to similar levels of profitability,
operating cash flows, and debt ratios
as the years leading into FY21. The
full guidance statement can be found
in the Investor Presentation.
A final thanks
The last 12 months has also been
challenging for our farmer suppliers
as they battle a rapidly changing
regulatory environment, labour
shortages due to COVID-19, and
a significant flooding event in
Canterbury. I acknowledge that the
impact of COVID-19 and Synlait’s
financial performance has been
unsettling. The importance of our
relationship with you cannot be
overstated. I thank you for your loyal
support.
PAGE 10 & 11ANNUAL REPORT 2021
When I joined Synlait in 2004, we
set out to develop a billion-dollar
company, and we did. It is unfortunate
that the timing of my retirement as
Chair coincides with one of our poorer
financial performances, however,
I remain very proud of the company
we have built. There have been
many ups and downs, but COVID-19
has certainly been a rollercoaster,
particularly for our staff whose initial
pandemic response started with
strong consumer-packaged infant
formula orders and ended with
the reorientation of our facilities to
manufacture ingredients. Doing Milk
Differently For A Healthier World once
again proved its resilience and value
as we navigated the challenges of the
last 12 months, and I have no doubt it
will continue to do so as we focus on
rebuilding the business and returning
to profitability.
Thank you to our shareholders,
farmer suppliers, customers, and
staff for your continued belief in the
Synlait story. We could not do this
without you.
Graeme Milne, ONZM
Chair
Our Liquids business started with a 10-year supply
agreement with Foodstuffs South Island for the
exclusive manufacture of their private label brands
of Pams and Value fresh milk and cream which
commenced in April 2019.
ANNUAL REPORT 2021PAGE 12 & 13
We will launch our first consumer
foods product under our own brand –
Synlait Swappa Bottle – next month.
Synlait Swappa Bottle is a 1.5 litre
reusable, stainless steel bottle of
homogenised milk exclusively
sourced from Synlait’s highest
performing farms. The Synlait
Swappa Bottle concept is simple –
drink, return, repeat.
New Zealanders have been telling
us for years that they are deeply
concerned about plastic waste, but
in milk, there haven’t been many
options. Synlait Swappa Bottle
is a step in the journey towards
eliminating plastic waste. Each time
we drink, return, repeat, we contribute
to a better future.
Synlait Swappa Bottles are initially
being launched in South Island New
World stores, with plans to widen
distribution over time.
We have signalled our intention to
move closer to the consumer for some
time. Our acquisition of Dairyworks in
2019 was the start of this and adding
Synlait-branded product strengthens
and complements our business
portfolio and expertise.
The Synlait Swappa Bottle carries the
B-Corp stamp representing our 2020
certification and commitment to using
business as a force for good.
SYNLAIT SWAPPA
BOTTLE
PAGE 14 & 15ANNUAL REPORT 2021
Dear Shareholders
The past year proved to be very
challenging for Synlait Milk.
After nine straight years of
solid profitability, we are bitterly
disappointed to post our largest ever
financial loss. While the reasons for
this have been widely canvased and
signalled in our half year results, it is
important we go over these to ensure
you understand the drivers, and more
importantly feel confident in our path
forward.
During the last quarter of this financial
year the Board and management
worked together to build a clear and
accurate picture of our performance
over the last five years. We needed
to quickly understand what must be
done to rebuild Synlait’s financial
strength, because this business has
far from reached its potential.
I hope this report demonstrates that
we have taken stock, understood,
and learnt from what went wrong, and
that we have a clear plan to return to
profitability.
Our strategy remains fit for purpose
As part of this process, we paused
and reconsidered Synlait’s strategy
to ensure we remained confident in
it. We are. Synlait Milk has always
had the enormous advantage of
starting fresh some 13 years ago, as a
small part of a large, successful, and
well-established global industry. Our
strategy fundamentally plays to this
competitive advantage and is driven
by our purpose: Doing Milk Differently
For A Healthier World.
As obvious as it seems, we are
focused on the things consumers
increasingly value. While everyone
wants great tasting and performing
dairy products at a fair price, there is
a growing focus on where products
come from and how they are made.
Like you and me, consumers are
demanding more information about
where their food comes from and are
increasingly supporting brands and
companies that are doing their part
to protect and nurture people and
planet. In all that we do, from the way
we work with our farmers, to how we
operate our manufacturing processes,
we have invested in developing a
leadership position in our industry.
We are very proud of the industry-
wide changes we have been part
of delivering, particularly on-farm
sustainability. This is part of what
makes Synlait unique.
To support this, our strategy has
matured into four parts:
• Ingredients – an efficient
and focused business that
manufactures high-quality whole
and skim milk powder and milk fat
products from a differentiated milk
supply for leading multinationals
and large Chinese customers.
• Nutritionals – offers a whole of
supply chain solution for large-
scale, world-class, multinational
brand owners of infant, children,
and adult formulated nutritional
powders. This business also
manufactures specialised
nutritional ingredients such as
base powders for others to blend
and package, and lactoferrin as a
high value ingredient.
• Liquids – a growing business
focused on product development
and innovation to manufacture
high-specification, long-life
consumer-packaged beverages,
foodservice cream products and
ready to feed infant formula.
• Consumer Foods – a manufacturer
of consumer fresh milk, cheese,
butter, and yogurt products in
the New Zealand and Australia
domestic markets under our own
and/or private label brands.
CEO
REVIEW
Synlait Co-Founder, Director and Current CEO
Dr John Penno
PAGE 16 & 17ANNUAL REPORT 2021
Ingredients
From day one we worked hard to build
a strong dairy ingredients business
based on the fundamentals of being
a small, but respected manufacturer
of high-specification milk powders
and cream products. This enabled us
to develop meaningful relationships
with the world’s leading consumer
dairy and infant formula companies,
and this created a solid foundation
for everything else we do. Synlait
built its profitability from operating its
Ingredients business to the highest
quality standards, facility utilisation,
and low-cost structures, as we learnt
our way in the global dairy industry.
Nutritionals
The second part of our strategy was
to add as much value as we could
to the products we manufactured.
Our aspiration at the beginning was
to simply: Make More From Milk. By
the time we built our small-scale high
specification specialty milk dryer at
Synlait Dunsandel in 2009 it was clear
that the enormous growth of China’s
infant formula market would play a key
role in our future.
By 2010 we had raised the
necessary capital to build New
Zealand’s first global scale infant
formula manufacturing facility
and since then we have built out
a highly integrated infant formula
manufacturing organisation that
meets the high standards of both
multinational customers and the
increasingly demanding Chinese
regulatory regime, the world’s
largest infant nutrition market.
We have invested significantly in
regulatory management, product
formulation, quality, full laboratory
services, procurement, supply
chain management, wet mix, spray
drying, dry blending and consumer
packaging. These services are what
makes Synlait truly unique.
In parallel, we developed our own
proprietary lactoferrin manufacturing
process which has become world
leading and delivers high quality
lactoferrin. This process was
specifically designed by our research
and product development team to
manufacture lactoferrin product for
use in infant formula. A study by the
University of California Davis which
tested key biological functions of
lactoferrin relevant for infant nutrition,
found that Synlait lactoferrin was
one of the best performing products
among ten commercial samples,
with researchers highlighting its
purity which was similar to human
lactoferrin. We have built a successful
business using our own formulations
and product is sold to our well-
established multinational customer
base and leading Chinese infant
formula customers.
As our Nutritionals business
developed, we built a strong
partnership with The a2 Milk
Company, who Synlait have an
exclusive manufacturing and supply
arrangement with for a2 Platinum® for
the New Zealand, Australia, and China
markets. This business grew fast, as
other early partners in our portfolio
fell away failing to achieve the various
regulatory hurdles needed for the
China market. Our partnership with
The a2 Milk Company remains our
most important, and we believe it will
continue to be for some years. While
our relationship continued to grow, we
also recognised it came with customer
and market concentration risk. To
address this, we looked to diversify
within the broader formulated milk
products category and into new
markets.
Almost 12 months ago we signed a
third-party manufacturing agreement
with an established, global category
leader in the Asia Pacific region, for
spray-dried and consumer packaged
nutritional powder products. In
our first full year of production in
FY24, these high value plant-based
products are expected to increase
our nutritional consumer-packaged
volumes by 35%-40%. We expect
to grow volumes and add further
markets and products to this
agreement over time.
We are investing approximately
$85 million in the processing and
packaging customisation needed to
support this new customer at Synlait
Pokeno and Auckland. The sachet
filling line being installed will expand
our nutritional consumer-packaging
capability from cans to sachet and
enable bag-box type formats, which
are in demand in specific markets.
Commercial production remains on
track to start in late 2022.
Over recent years China’s infant
nutrition market has swung in
favour of locally manufactured
brands. Initially, this meant our infant
formula base powder business to
multinationals fell away as demand
growth had fallen for their products.
However, we are starting to see new
demand emerging from large Chinese
manufacturers as their market
share growth exceeds their own
manufacturing capacity presenting
an opportunity for us to rebuild this
business with new partnerships.
Over the next two years we expect to
see our Nutritionals business mature.
It has an excellent foundation with The
a2 Milk Company, and our second,
large-scale, long-term relationship
with the multinational customer
at Synlait Pokeno is an enormous
opportunity, as are the relationships
we are building with new, emerging
infant formula players in China. Our
strong position in the global lactoferrin
market also remains a cornerstone of
this business.
Liquids
The third part of our strategy is
Liquids. It is based on a strongly held
view that in time China will move away
from powdered products to fresh or
long-life milk products packaged at
source and shipped to market ready
for distribution and sale.
Taking the same approach as we
did with our lactoferrin business, we
invested in building a facility at Synlait
Dunsandel to make these products.
We also invested in the establishment
of a research and development team
at Massey University in Palmerston
North. This team has developed
high performing processes and
products in the formulated creams,
ambient drinking yogurt, and ready-
to-feed infant formula categories
– all fast growing, or high potential
opportunities in affluent regions
of China.
Our Liquids business began with a
10-year agreement with Foodstuffs
South Island signed in December
2017 for the exclusive manufacture
of their private label brands of Pams
and Value fresh milk and cream
commencing in April 2019. To build
on this we are about to launch Synlait
Swappa Bottle next month, our first
product under our own brand. The 1.5
litre reusable, stainless steel bottle
of homogenised milk is exclusively
sourced from our highest performing
farms and will be available in South
Island New World stores.
Consumer Foods
We have signalled our intention to
move closer to the consumer for some
time. The Dairyworks acquisition was
the start of this and forms the fourth
part of our strategy. Our ambition is to
become the second largest player in
New Zealand’s consumer dairy food
category, and in time, use this, and our
wider Synlait capability, to develop our
own branded consumer dairy foods
export business.
After fresh milk, cheese is the second
largest part of the consumer dairy
food category. Dairyworks’ portfolio
of cheese and butter brands has
national reach and is growing steadily
in Australia. Dairyworks packages
approximately 60% of New Zealand
domestic consumer cheese sales;
made up of around 30% of Dairyworks
own branded products, and cheese it
packages for other household brands.
While dominant in the cheese
category, the strategy is to move
from cheese to dairy and build out a
portfolio of butter, yoghurt, and fresh
milk products. So far this is going
well with Dairyworks’ Protein Yoghurt
& Muesli launched in New Zealand
during FY21, with sales 106% ahead
of forecast. Dairyworks’ Flavoured
Butters also launched in Australia,
with sales 132% ahead of forecast.
We have also been working with the
Dairyworks team to leverage Synlait’s
liquids capability and in September
started to manufacture Dairyworks
fresh milk. Initially this will focus on
the Foodservice channel with an
ambition to extend into retail and have
national distribution.
Dairyworks has been part of the
Synlait family for around 18 months.
Dairyworks’ EBITDA contribution for
FY21 was disappointing and lower
than anticipated at $10.3 million.
This was mainly due to a profit drag
caused by the Talbot Forest Cheese
Temuka site because of whey stream
losses and the high comparative
cost of manufacturing due to its
low utilisation, butter margins being
squeezed by the high cost of milk and
a new entrant in the market, and one-
off write-downs of inventory balances.
While earnings were disappointing in
FY21 we anticipate a strong bounce
back in FY22 and FY23 as we rectify
these issues and continue to grow the
business.
The year that’s been – what we learnt
During the final quarter of FY21,
the Board and management team
completed a comprehensive
review of Synlait to ensure we
had a robust understanding of our
underperformance. What quickly
became clear is that while the sudden
PAGE 18 & 19ANNUAL REPORT 2021
and unexpected downturn in The a2
Milk Company’s demand explained
much of our underperformance
in FY21, it also revealed other
inefficiencies within Synlait that had
been developing over a longer time.
We have learnt that:
New business areas had been slower
to develop than planned
While major capital facilities had
largely been built to budget, and
operational costs remain within
forecast, inadequate focus and
investment in business development
means new opportunities have been
slow to develop.
Cost structures had been allowed to
grow at a faster rate than earnings
Some of this was due to new facilities,
new locations and business areas
being developed, but closer analysis
highlighted that in general costs
had grown unnecessarily in well-
established parts of Synlait.
The use of capital has become
suboptimal in three areas:
1. Large capital projects were
completed delivering capacity
well ahead of demand coming
onboard. Further, this capacity
was held in reserve for high value
opportunities rather than utilising
it earlier on lower value products
while a pipeline of high value
opportunities was developed.
2. Maintenance CAPEX was too
high and smaller capital projects
had failed to deliver expected
outcomes.
3. While COVID-19 was a factor,
other issues such as sales
phasing, overly onerous
contractual arrangements, raw
material management, and
unnecessarily high inventory
levels consumed significant
amounts of working capital.
The path to recovery
Developing a clear understanding
of the drivers of Synlait’s
underperformance enabled a clear
mandate to turnaround performance.
Synlait’s structure has been
reorganised around the four business
units: Ingredients, Nutritionals, Liquids
and Consumer Foods. Leadership
and resourcing now aligns with these
business units. Manufacturing facilities
and teams are organised horizontally
by business unit which are led by
Synlait’s consumers and customers.
Network planning, quality and
laboratory, and corporate services run
across the whole business.
Our aim is to reduce silos and give our
teams the flexibility to plan, execute
and monitor performance, while
recognising the clear differences in
customers and markets they serve. In
addition, new processes have
been implemented around
maintenance and capital expenditure
to reduce investment in the coming
years as most of our facilities are
relatively new.
As recently announced, this change
in organisational structure identified
an opportunity to reduce our staff
numbers by 15%, delivering estimated
annual savings of $10 to $12 million
and approximately $6 to $8 million in
FY22. These estimated savings are
in addition to what was identified and
discussed at our half year result, and
with our focus on increasing sales and
reduced cost and capital expenditure
in FY22, we expect a reversal of some
significant one-off costs we faced in
FY21 as well.
Ingredients
Separating out the Ingredients
business will enable a renewed focus
on facility utilisation, supply chain and
manufacturing efficiency. It will also
generate a cost structure more on par
with our competitors. Sales strategies
will be an optimum blend of long-
term relationships with multinational
customers, delivering premium pricing
for high specification products, and
a sufficient spot business to optimise
product mix as market pricing
fluctuates.
Our Ingredients business under-
performed in FY21 relative to our
expectations. Our management
of sales pricing and phasing was
disappointing, and our product mix
was at times uncompetitive relative to
the New Zealand milk price because
of our reliance on AMF where returns
lagged behind butter. This happens
on a cyclical basis and has since been
unwound.
Nutritionals
The Nutritionals business will focus
on developing and maintaining
strong relationships with large
multinational and Chinese customers.
We will continue to focus on product
innovation and quality, and ensure
pricing rewards the capability we
provide across our highly integrated
manufacturing and supply chain.
We anticipate that this business will
grow to high levels of utilisation
over the next three years, with
some recovery expected in The a2
Milk Company’s volumes, and as
commercial production starts for our
new multinational customer at Synlait
Pokeno.
Liquids
Our Liquids business will be managed
separately with a focus on developing
and nurturing our new high-value,
future-focused product suite
predominately for the China market.
Consumer Foods
Dairyworks is the centre point of
our Consumer Foods business and
is focused on building new market
opportunities that are adjacent to its
well-established cheese business.
Operational efficiency and cost
control remain a focus as Dairyworks
leverages Synlait’s expertise.
Working with the wider Synlait team
we are developing a project that will
be executed over the next two years
to deliver a standardised cheese milk
from Synlait Dunsandel with whey and
lactose removed to greatly reduce
the loss of valuable solids from the
cheese manufacturing process. This
will enable cheese manufacturing to
start at Synlait Dunsandel from FY24.
We are confident in
our immediate outlook
Over the past year we have faced
several financial challenges that we
would not expect to repeat.
In summary, we came into FY21 with
large volumes of nutritionals powders
on hand (40% of forward demand
at that time) on the expectation that
consumer-package infant formula
volumes would grow. The eventual
35% drop in sales volumes translated
into a 67% reduction in nutritionals
powder production due to a forward
view of FY22 – and with it a very large
reduction in fixed cost recoveries
which were carried through the P&L.
Our current FY22 forecast for
consumer-packaged infant formula
volumes is conservative and will result
in a further reduction in infant formula
base powder stocks for this financial
year. However, manufactured volumes
will increase roughly 30% to 40%
this year relative to last year bringing
greater fixed cost recoveries.
As part of the year-end process, we
have taken a high amount of inventory
provisions as we have high relative
amounts of distressed stock due to
the consumer-package infant formula
demand volume downgrade and
some quality and aging stock issues in
quarter four.
At some level, most of the above
points to the need for greater
precision of planning and execution.
In addition to the organisational
restructure, we have a renewed
emphasis on reviving our integrated
planning processes which will
remain centrally organised across
the different business units. The
implementation of our Enterprise
Resource Planning system will provide
an operating platform to support our
growth well into the future.
Our expectation is for a return to
robust profitability in FY22 based on
a return to normal trading conditions
and tighter management of our
ingredient business, improved infant
base powder volumes, a growing
contribution from our Liquids and
Consumer Foods businesses, and
targeted and significant cost savings
from Synlait, Dairyworks and Talbot
Forest Cheese.
FY22 will also include a one-off gain
on sale of approximately $17 million
from the sale and leaseback of the
land and building at Synlait Auckland.
Our performance will build into FY23
as our new multinational customer
at Synlait Pokeno ramps up, and
the Liquids and Consumer Foods
businesses continue to grow.
Planned reductions in inventory at
Synlait and Dairyworks will generate
operating cashflows in excess of
earnings. These strong cashflows
will enable us to complete our capital
expenditure programme and reduce
debt to comfortable levels over the
next two years.
By the end of FY23, the recovery plan
will have seen Synlait return to similar
levels of profitability, operating cash
flows, and debt ratios as the years
leading into FY21.
CEO REVIEW CONTINUES ON PAGE 25 >
PAGE 20 & 21ANNUAL REPORT 2021
TECHNICAL SERVICES (MANUFACTURING)
SITE SERVICES, ENERGY, MAINTENANCE
Supply
Supply
Optimise
Supply
NUTRITIONAL
PRODUCTS
INGREDIENT
PRODUCTS
LIQUID
PRODUCTS
DAIRYWORKS
Synlait Pokeno and Auckland:
D4, wetmix and blending and canning
Talbot Forest Cheese
Synlait Dunsandel:
DLP1
Synlait Dunsandel: D3, wetmix,
lactoferrin, blending and canning, whey
Synlait Dunsandel:
D1, D2, AMF
NETWORK PLANNING
LOGISTICS
CORPORATE SERVICES
QUALITY AND LABORATORY
TECHNICAL SERVICES (PRODUCT)
PROCUREMENT AND MILK SUPPLY
Order
Order
Order
THE PATH TO RECOVERY: ALIGNING STRUCTURE
TO STRATEGY AND RESETTING HOW WE OPERATE
Supply
PAGE 22 & 23ANNUAL REPORT 2021
Thank you
I would like to thank the management
team for their work, particularly over
the last six months. Facing into and
executing this level of change has been
great to be part of again. I am very
proud of the way you met the challenge
head on and delivered. I would
particularly like to thank Matthew Foster
and Robert Stowell who both stepped
into key roles at short notice and have
driven the changes required with true
professionalism.
Today we announced a new Synlait
CEO, Grant Watson, who will join
the team in 2022. I look forward to
introducing you to Grant next year. Grant
will be joined by Robert Stowell who has
been appointed CFO after acting in the
role for the last five months.
Thanks also to our suppliers, including
our farmers, who have continued to
partner and support us through a
challenging year.
To our shareholders, I thank you for your
patience. We have fallen far short of our
own, and I am sure, your expectations
over the past period. Having read this
report, I trust you recognise a business
that has taken the opportunity to pause,
learn, change, and then double down
on delivering the potential that the
Board, management, and I firmly believe
is there for the taking. You have my
commitment that we will work to get the
job done.
Dr John Penno
Co-Founder, Director and Current CEO
Marketing, Sales
and Business Development
Chief Financial OfficerOperations
Marketing and Business
Development
Sales and Business
Development
Dedicated Finance
Manager
Dedicated Finance
Manager
Dedicated Finance
Manager
Sales and Business
Development
Deborah Marris
Director, Legal, Risk
and Governance
Boyd Williams
Director, People
and Culture
Robert Stowell*
Chief Financial
Officer
Nigel Macdonald**
Director,
Operations
Suzan Horst
Quality, Regulatory and
Laboratory Services
Martijn Jager
Director, Sales and
Business Development
Hamish Reid
Director Sustainability,
Brand & Liquid Products
Tim Carter
Dairyworks Chief
Executive Officer
Chris France
Director, Strategy and
Business Transformation
Business teams with P&L responsibility
Business teams with P&L responsibility
Business teams with P&L responsibility
LIQUID PRODUCTS
DAIRYWORKS
INGREDIENT PRODUCTS
NUTRITIONAL PRODUCTS
Grant Watson***
Chief Executive Officer
* Robert has been appointed CFO after acting in the role for the last five months.
** Nigel will join Synlait in November subject to completing MIQ requirements.
*** Grant will join Synlait in January 2022.
THE PATH TO RECOVERY:
SYNLAIT’S NEW ORGANISATIONAL STRUCTURE
Quality Management
Quality Management
Quality Management
Synlait Dunsandel: D3,
wetmix, lactoferrin, whey
and blending and canning
Synlait Pokeno
Synlait Auckland
Synlait Dunsandel:
D1, D2 and AMF
Talbot Forest Cheese
Synlait Dunsandel:
DLP1
PAGE 24 & 25ANNUAL REPORT 2021
The annual Synlait Dairy Honours
Awards recognise best in class dairy
farming. We presented four national
awards along with eight regional
awards at our 2021 Synlait Winter
Farmer events.
The Kotahitanga Award focuses on
the all-important people side of dairy
farming, and it recognises the team
spirit of a farming operation. The
winners this year were Glen Ashford
and Shelley Lawson of Kaimai Dairy
Farm Ltd. (pictured).
The judges for the award remarked
“the minute Shelley and Glen’s
employees start, they are welcomed
into a culture of collaboration, support
and clarity. There is an exceptional
induction process; and a calendar
of events is put together in the first
few weeks. The unique job title
structure put in place on-farm ensures
employees have complete clarity over
their roles and a clear pathway of
progression. Shelley and Glen have
fostered an inclusive and collaborative
approach to improvement and
problem solving. Staff members
are given the opportunity to share
feedback and ideas. Shelley and Glen
also go the extra mile for their farm
team, whether it is takeaway nights,
or going fishing or hunting with Glen.
These two are true role models of
Kotahitanga.”
CELEBRATING
OUR FARMERS
ANNUAL REPORT 2021PAGE 26 & 27
OUR BOARD
LEARN MORE
The Board’s full profiles are available
on our website: synlait.com/people
Graeme Milne ONZM (Chair)
Sam Knowles
Min Ben
Qikai LuSimon Robertson
Sihang Yang
Dr John Penno
Hon. Ruth Richardson
OUR EXECUTIVE TEAM
LEARN MORE
Our Executive Team’s full profiles
are available on our website:
synlait.com/people
Dr John Penno
Chief Executive Officer
Chris France
Director, Strategy and Business
Transformation
Matthew Foster
Acting Director, Operations
Deborah Marris
Director, Legal, Risk and
Governance
Martijn Jager
Director, Sales and Business
Development
Robert Stowell
Chief Financial Officer
Boyd Williams
Director, People, Culture
and Performance
Hamish Reid
Director, Sustainability, Brand and
Liquid Products
Dr Suzan Horst
Director, Quality, Regulatory and
Laboratory Services
PAGE 28 & 29ANNUAL REPORT 2021
Almost 80,000 plants went into the
ground during the 2021 planting
season as part of our Whakapuāwai
programme. Whakapuāwai connects
our people, our farmers, and our
community through the planting of
native trees. This year we also began
on-farm planting in the North Island.
Six Waikato farms took part with
around forty staff planting 7,500 trees
alongside our farmers.
WHAKAPUĀWAI -
To cause to blossom, develop,
flourish, prosper, thrive
ANNUAL REPORT 2021PAGE 30 & 31
REVIEW OF FINANCIAL
PERFORMANCE
Synlait CFO Robert Stowell
Dear Shareholders
FY21 proved to be a very challenging year for Synlait Milk. After nine years of profitability, it is disappointing to post
the company’s largest ever loss.
COVID-19 hit Synlait late and hit the company hard. Following the initial COVID-19 upside caused by pantry stocking
of consumer-packaged infant formula, the market corrected as channels shut down due to boarder closures. When
this business fell away other areas of underperformance were identified within Synlait that contributed to this result.
Today’s result is within the guidance range provided in May of a loss of $20 million to $30 million NPAT. More
importantly however, are the actions taken in the last quarter of FY21 to review the strategy, align structures,
refinance the business, and turn around financial performance through a combination of initiatives that will set the
company up for the future growth.
In this Annual Report, and accompanying Investor Presentation, business performance is presented under our four
new and revised key business units: Nutritionals (consumer-packed nutritional products, base infant formula sold to
external customers and consumed into consumer-packaged infant formula, and lactoferrin), Ingredients (commodity
ingredients – whole milk powder, skim milk powder, anhydrous milk fat, butter milk powder), Liquids, and Consumer
Foods (Dairyworks). Downgraded product has been allocated to the business unit to which it relates.
PAGE 32 & 33ANNUAL REPORT 2021
Nutritionals
Our Nutritionals business unit includes consumer-packaged infant formula, base infant formula both sold to external
customers and consumed into consumer-packaged infant formula, and lactoferrin. Nutritional volumes fell 35% to
34,362MT. This was driven by the material reduction in consumer-packaged infant formula demand. Nutritionals gross
profit per MT decreased significantly to $1,246 due to the high level of under-recovered manufacturing overheads
resulting from the significant reduction in base infant formula manufactured. The lactoferrin business continues to
perform, despite unfavourable market pricing. Lactoferrin sales increased 10% to 33MT driven by increased production
and demand. Gross profit at $25.1 million and gross profit per MT at $758,264, both decreased.
NutritionalsIngredientsLiquidsConsumer FoodsTotal
FY21
Sales Volume (MT)34,362125,91431,49926,983218,758
Gross Profit ($)42.814.5(4.9)15.36 7.7
Gross Profit/MT1,246115(154)568310
FY20
Sales Volume (MT)52,87197,56132,80312,015195,250
Gross Profit ($)170.031.3(2.2)2.2201.3
Gross Profit/MT3,215321(66)1861,031
% Change
Sales Volume(35%)29%(4%)125%12%
Gross Profit(75%)(54%)(125%)587%(66%)
Gross Profit/MT(61%)(64%)(135%)206%(70%)
1
Gross profit per MT includes downgrade product related to each business unit. Gross profit not attributable to business units is not included
Gross profit by business unit
1
Ingredients
As a result of a drop in consumer-packaged infant formula demand, and significant volume of base infant formula carried
forward from FY20, Synlait immediately turned to manufacturing ingredient products. Consequently, sales of ingredients
increased 29% to 125,914MT. A few factors affected margins in a challenging year for ingredients - the most notable of
which was butter prices being very high relative to AMF prices when Synlait is not a butter producer. The sudden nature
of the change in the sales product mix, together with a sharp increase in global dairy commodity prices, meant we did
not achieve our usual ingredients premiums. Global shipping delays due to the pandemic, and late season volumes, also
meant we ended the financial year with ingredients inventory at historically high levels. Ingredients gross profit per MT of
$115 is down 64% as a result.
Separating out the Ingredients business in FY22 will enable a renewed focus on pricing performance, manufacturing
efficiencies and supply chain management, and generate a cost structure more on par with Synlait’s competitors.
Therefore, we expect this business should see a material improvement over the coming year.
Liquids
Sales volumes of liquid milk and creams in FY21 were down 4% under our agreement with Foodstuffs South Island due to
the positive impact COVID-19 lockdowns had on consumer demand in FY20. The focus in this business is on developing
and nurturing new high-value, future focused product suites aimed at both the domestic market and maturing China
market. Volumes and profitability will increase overtime as several initiatives are launched over the next 12 months.
Overall, the Liquids business delivered a gross loss of ($4.9) million.
Consumer Foods
Synlait benefited from the first full year of Dairyworks’ operations with sales volumes of 26,983 MT (FY20: 12,015MT).
The divestment of the Deep South brand and associated ice cream operations to Talley’s in November 2020 enabled
Dairyworks to focus back onto core business and continued progression of strategy to move from cheese to dairy. This
has been successful with Dairyworks launching a range of products over the past 12 months including Dairyworks Protein
Yoghurt & Muesli launched in New Zealand, sales 106% ahead of forecast and Flavoured Butters launched in Australia,
sales 132% ahead of forecast. Dairyworks’ full year gross profit contribution is $15.2 million. EBITDA contribution of $10.3
million is lower than expected due to profit drag caused by Talbot Forest Cheese (whey stream losses and low utilisation),
butter competition, and one-off inventory write-downs.
Milk price and milk supply
Raw milk remains Synlait’s most significant component of our cost of goods sold.
Our final base milk price for the 2020/21 season is $7.55 per kgMS, compared to our 2019/20 base milk price of $7.05
per kgMS. In addition, we paid out an additional $0.27 per kgMS in incentive and premium payments through a2, Lead
With Pride™ and winter milk payments, increasing the average total milk price to $7.82 per kgMS compared with $7.30
per kgMS in 2019/20. Premiums and incentive payments are higher in 2020/21 predominantly through an increase in our
winter milk and Lead With Pride™ payments. This resulted in our contracted suppliers receiving a total of $23.5 million in
additional value-added premiums in the 2020/21 season, compared to $19.3 million in 2019/20.
FINANCIAL PERFORMANCE
Sales and gross profit performance
Total revenues of $1,367.3 million are $65.3 million, or 5%, higher than FY20. Total sales volume of 218,758 MT are 12%
higher. Revenue growth was largely driven by the first full year contribution from Dairyworks of $229.0 million (FY20
$92.0 million). Dairyworks’ revenue increase was offset by a $72.2 million reduction in Synlait’s revenue contribution
driven by the well-canvased impact COVID-19 has had on our key customer, The a2 Milk Company. This resulted in a
significant product mix shift from higher value consumer-packaged infant formula to ingredients.
Sales (metric tonnes)FY21FY20Growth %
Nutritionals34,36252,871(35%)
Ingredients125,91497,56129%
Liquids31,49932,803(4%)
Consumer Foods26,98312,015125%
Total218,758195,25012%
PAGE 34 & 35
ANNUAL REPORT 2021
Net financing costs
Net financing costs increased 0.5% to $21.5 million.
$ millionFY21FY20
Profit before tax($39.2)$100.7
Add back: net financing costs$21.5$21.4
EBIT($17.7)$122.1
Add back: depreciation and amortisation$55.0$47.5
EBITDA$37.3$169.6
FY21FY20Va r.
Gross term debt interest(16.2)(15.2)(1.0)
Less capitalised interest2.32.10.2
Net term funding interest(13.9)(13.1)(0.8)
Working capital funding interest(6.0)(6.2)0.2
Interest received0.00.1(0.1)
Loss on derecognition of financial assets(1.0)(1.7)0.7
Net short-term funding interest(7.0)(7.8)0.8
Interest on lease liabilities (0.6)(0.5)(0.1)
Net finance costs(21.5)(21.4)(0.1)
The $0.1 million uplift in net financing costs is due to an increase in average interest-bearing debt due to continued
capital expenditure, offset by lower interest rates.
Gross interest on term debt increased by $1 million to $16.2 million with higher average interest-bearing debt year-
on-year, with lower interest rates providing some offset. Capitalised interest increased by $0.2 million to $2.3 million.
Working capital funding interest decreased $0.2 million due to lower interest rates, with similar facility utilisation to
prior year.
Loss on derecognition of financial assets is the financing cost associated with our receivables financing programme.
It decreased $0.7 million to $1 million with lower interest rates and lower utilisation due to the reduction in sales
volumes of consumer-packaged infant formula.
Further, Synlait incurred $0.6 million interest on lease liabilities, up $0.1 million.
Foreign exchange
Management of foreign exchange exposure is one of Synlait’s key risks with many product sales being to overseas
markets, creating a primarily 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 FY21 we achieved a net
annual average NZD/USD exchange rate of 0.6659 (FY20: 0.6651).
Earnings per share and return on capital employed
Our reported basic and diluted earnings per share (EPS) was (13.77) cents and (13.75) cents respectively, against
41.45 cents and 41.35 cents in FY20. The dilutive shares are basic EPS adjusted for contingently issuable shares in
accordance with the Employee Share Scheme. Synlait also generated a pre-tax return on average capital employed
of (1.5%) in FY21 compared with 12.6% in FY20.
We received 86.8 million kgMS from our contracted suppliers, 10.3 million kgMS more than FY20, as we increased our
farm supplier network across both of our sites. We also sold (net) 4.1 million KgMS over the season, resulting in an overall
17%, or 12.3 million kgMS, increase in milk processed in FY21.
Average reference commodity prices increased sharply through the 2020/21 milk season until March after which they
remained relatively steady through to the end of the season. The average reference basket price in the 2020/21 season
increased to USD$3,358, a 7% increase vs the 2019/20 season. This increase is the key contributor to the $0.50 increase
in the average base milk price paid to our suppliers in 2020/21.
Overhead expenditure
Overhead expenses increased $6.7 million to $88.8 million. This was driven by the inclusion of Dairyworks overhead
expenditure ($6.8 million), employee costs ($1.3 million), provisions and write-downs ($1.5 million), and IT costs relating to
software as a service and cyber security costs ($1.3 million) offset by lower multi-site distribution costs (-$1.1 million) and
other controllable costs (-$3.1 million).
Operating cost saving initiatives announced at HY21 on the organisational reset, production efficiencies, and
discretionary spend delivered $9.3 million of the $10.8 million savings targeted. Value chain cost saving initiatives
delivered $3 million of benefit. Dry Store 4 and the Rail Siding delivered part year benefit of $3 million with the project
still being on track to deliver annualised benefits of $8 million.
EBITDA
Earnings before interest, tax, depreciation, and amortisation (EBITDA) decreased $132.3 million to $37.3 million.
PAGE 36 & 37ANNUAL REPORT 2021
Raw material inventories at $74.4 million (13,733 MT) increased slightly on the prior year (FY20: $71.3 million, 13,614 MT).
Work in progress, which is primarily Dairyworks’ maturing cheese volumes, in FY21 of $16.6 million has increased from
prior year (FY20: $11.5 million) and reflects higher and more valuable volumes of cheese maturing at Dairyworks.
FY21FY20
$ millionMT$ millionMT
Synlait Milk Limited216.841,099*216.140,787*
Dairyworks Limited54.26,954*53.36,564*
* Inventory not measured in metric tonnes is excluded as not material to our volumes.
Finished goods inventory, which includes base infant formula, decreased to $180.0 million (FY20: $186.5 million) despite
tonnage of finished goods on hand increasing slightly to 32,144 MT (FY20: 32,109 MT). As noted above, this relates to
a lower holding of our core infant formula products and a higher holding of our core ingredients products (whole milk
powder, skim milk powder and anhydrous milk fat), offset by a higher season ending milk price.
Inventories were reviewed for impairment, resulting in a stock impairment provision totalling $8.3 million relating to
finished goods ($7.6 million) and raw materials ($0.7 million) (FY20: $2.0 million, $1.8 million related to finished goods and
$0.2m related to raw materials). The increase primarily relates to consumer-packaged infant formula products on hand
that are provisioned to expire because of decreased demand.
In addition, we have an onerous contracts provision of $2.1 million (FY20: $0.3 million); the increase from prior year is
due to an increased weighted average cost of products on hand at balance date; the most significant driver being the
increase in 2020/21 milk price through the second half of the season.
Property, plant and equipment
Property, plant, and equipment at $1027.1 million, is up $62.0 million. The year-over-year increase is a consequence
of total capital expenditure of $112.0 million, less depreciation of $46.8 million, net impairment of $1.7 million, and net
disposals of $1.4 million. The capital expenditure of $112.0 million primarily relates to our growth initiative projects with
$88.0 million of total spend in FY21.
In November 2020, we commissioned our new Dry Store 4 facility followed by our new rail siding in May 2021.
The construction of the project was budgeted to cost $41.3 million. Total spend on the project in FY21 was $21.6 million
(FY20: $18.7 million, FY19: $1.1 million) for total of $41.4 million.
In August 2020 we completed the purchase of farmland adjacent to Synlait Dunsandel for total consideration of $26.1
million. The farmland was purchased to enable greater control over water rights, the development of the rail siding, and
opportunities to trial sustainable farming practices. We also progressed modifications at Synlait Pokeno to support our
new multinational customer. Total spend on the project in FY21 was $33.5 million (FY20: $1.0 million).
Operational capital expenditure in FY21 decreased to $24.7 million from $35.5 million in FY20 ($27.9 million in FY21 from
$37.5 million in FY20 including intangible assets and net disposals).
Synlait is nearing the completion of its ERP implementation project expected to go live in the second quarter of FY22.
Total spend in FY21 was $19.2 million (2020: $6.0 million, 2019: $2.7 million).
Trade and other payables
Trade and other payables at $264.1 million is up $25.3 million. This is driven by higher milk payments to our farm
suppliers due to the increased volume of milk solids collected and the higher milk price, offset by a reduction in trade
creditors and accruals.
FINANCIAL POSITION
Overview
During FY21 the Group’s investment phase began to wind down. Synlait raised $200 million of share capital to repay debt
and support the conclusion of several growth initiative projects.
Our reported net loss after tax of ($28.5) million, plus the net proceeds from the capital raise and the movement in
reserves, has increased total equity to $767.1 million at 31 July 2021 from $604.5 million in FY20.
We successfully refinanced maturing syndicated bank facilities in July on new terms. The banking syndicate was very
supportive of the Synlait story and our future. The renegotiated facilities give us a sound, secure, and certain platform to
build from.
Trade and other receivables
At $108.4 million, trade and other receivables have increased by $45.3 million on FY20 ($63.1 million). The increase
primarily relates to the change in product mix sold reducing the balance of receivables assigned as at 31 July 2021 (FY21:
$112.4 million, FY20: $131.3 million) and changing our customer mix, together with an increase in Dairyworks’ receivables
year-on-year.
Inventories
Our inventory holdings have remained relatively unchanged at $270.9 million (FY20: $269.4 million), although there
have been material movements between its components. Synlait entered FY21 holding higher than prior years volumes
of base infant formula and consumer-packaged infant formula to meet higher anticipated FY21 demand, to ensure higher
utilisation of our plant through peak milk, and protect against potential COVID-19 related supply chain disruption.
As at 31 July 2021, base infant formula and consumer-packaged infant formula holdings have reduced significantly due
to a reduction of production off the back of the sudden demand reduction and outlook for a2 Milk Company nutritional
products and to reflect our new conservative working capital approach to inventory holdings in FY22. Holdings of
ingredients increased significantly due to the material increase in volumes manufactured in the second half and
difficulties faced selling and shipping the product because of the pandemic.
PAGE 38 & 39ANNUAL REPORT 2021
Total net debt (excluding lease liabilities) decreased with net cash from the issue of shares of $196.1 million and positive
cash flow from operating activities of $15.9 million (FY20: $103.8 million), offset by cash spent on investing activities of
$136.8 million (FY20: $223.2 million), interest and financing fees paid of $23.1 million (FY20: $26.4 million) and repayment
of lease liabilities of $4.5 million. Operating cash flows are discussed further below.
With net debt of $479.4 million, our gearing (net debt/net debt + equity) is 38.7% (FY20: 47.2%) and our leverage
(net debt/EBITDA) is 12.85x (FY20: 3.08x).
Derivatives
At 31 July 2021 we held USD$498.9 million (net) and AUD$7.5 million in foreign exchange contracts as detailed in note
16 of the annual financial statements. These have been placed across a 24-month future period, in accordance with our
Treasury Policy.
Given the appreciation in the NZD/USD exchange rate across the last 24 months, we have mark to market unrealised
gains associated with these contracts at year-end of $10.4 million after tax, a movement of ($7.2) million after tax. As our
foreign exchange contracts 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 $40 million of interest rate swap agreements at year-end (FY20: $57.3
million) at various weighted average interest rates. The agreements have unrealised mark to market losses of $2.5 million
after tax, a positive movement of $2.4m after tax on FY20. The movement is a result of historical agreements unwinding.
Total net debt
Total net debt (excluding lease liabilities) at year end, including both current and term debt facilities less cash on hand,
was $479.4 million, a decrease of $47.6 million.
$ millionFY21FY20
Current debt$33.3$102.8
Term debt (carry amount)$459.6$426.8
Transaction costs $2.5$3.2
Cash on hand($16.0)($5.9)
Total Net Debt (excluding lease liabilities) $479.4$526.9
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 $13.9 million were in place at year end (FY20: NZD
$12.0). These derivatives have mark to market unrealised gains of $0.2 million after tax (FY20: $nil).
Unrealised gains and losses on derivatives detailed above are deferred to the cash flow hedge reserve. Year-on-year
there was a ($4.5) million movement in the reserve from $12.6 million in FY20 to $8.1 million in FY21. The movement is
explained by the decrease in foreign exchange derivatives gain offset by the decrease in interest rate swap agreements
loss.
Price risk management
In addition to derivatives, Synlait also carefully manages price risk. It holds carbon units to cover all forecast obligations
three years forward, with an average purchase price well below current market pricing. We also entered into fixed price
electricity and fixed price gas contracts in October 2020, with the contracts for five and three years respectively.
Operating cash flows
Operating cash flows at $15.9 million, are down $87.9 million. The decrease was due to lower profitability year-on-year
largely due to the sales mix shift from consumer-packaged infant formula to ingredients, with EBITDA $132.3 million
lower, together with an unfavourable movement in working capital with an increase in receivables and high holdings of
ingredients inventory on hand at year end.
Funding facilities and covenants
As announced in July and noted above, we worked with our banking syndicate, who again showed their commitment
to and support of Synlait, and agreed terms to refinance maturing banking facilities. Synlait has four syndicated bank
facilities in place with ANZ and BNZ:
1. Working Capital Facility – reviewed annually with a year-end facility limit of NZD $250 million. This facility increases
to $330 million in September 2021 and steps down over a period of six months back to $250 million by February
2022. This is a dual currency (NZD & USD) facility.
2. Revolving Credit Facility A – maturing 1 October 2023 with a fixed facility limit of $100 million, amortising $33.3
million on 31 July 2022 and $33.3 million on 31 July 2023.
3. Revolving Credit Facility B (ESG loan) – maturing 1 October 2023 with a fixed facility limit of $50 million.
4. Revolving Credit Facility C (ESG loan) – maturing 1 October 2023 with a fixed facility limit of $50 million.
In addition to banking facilities, Synlait has an NZX-listed $180 million unsecured, subordinated, fixed rate bond maturing
17 December 2024.
PAGE 40 & 41ANNUAL REPORT 2021
At 31 July 2021, Synlait had five key bank covenants in place within our syndicated bank facility agreement. These were:
1. Interest cover ratio – EBITDA to interest expense no less than 3.0x (FY21: 1.74x). This covenant was waived for FY21.
2. Minimum shareholders’ funds – must exceed $400.0 million (FY21: $625.2 million).
3. Working capital ratio – must exceed 1.50x (FY21: 3.79x).
4. Total debt/EBITDA – no greater than 7.50x (FY21: 13.25x). This covenant was waived for FY21.
5. Senior debt/EBITDA – no greater than 4.75x (FY21: 8.43x). This covenant was waived for FY21.
The interest cover ratio, leverage ratio and senior leverage ratio were waived for FY21 as previously disclosed to the
market. Synlait was compliant with the shareholder’s funds and working capital ratio covenant at all times during FY21.
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.
Following refinancing, Synlait have five key bank covenants in place within our syndicated bank facility agreement for
FY22. These are:
1. Interest cover ratio – EBITDA to interest expense of no less than 3.0x.
2. Minimum shareholders’ funds – must exceed $600.0 million.
3. Working capital ratio – inventory and debtors to working capital facility outstanding of no less than 1.5x
4. Total debt/EBITDA – total debt to EBITDA is no greater than 4.5x.
5. Senior debt/EBITDA – total debt excluding Subordinate Bond to EBITDA is no greater than 3.0x.
Robert Stowell
Chief Financial Officer
PAGE 42 & 43ANNUAL REPORT 2021
MILK PRICEFINANCIAL AND PERFORMANCE METRICS
2016/172017/182018/192019/202020/21
kgMS collected 63,249,602 63,616,077 63,438,694 76,550,913 86,812,624
Average fat %4.904.864.914.904.90
Average protein %3.923.893.923.983.97
Average lactose %5.064.994.994.994.98
Volume of components collected (kg)
Fat 35,123,275 35,289,377 35,270,506 42,252,084 47,954,515
Protein 28,126,327 28,327,076 28,168,188 34,298,829 38,858,109
Lactose 36,292,742 36,221,310 35,894,766 42,977,611 48,760,985
Component value
1
Fat $4.70$6.97$7.36$8.44$8.73
Protein$6.56$4.63$4.18$4.20$5.02
Lactose$1.87$2.03$1.53$1.67$1.68
Component value ratio
Fat 11111
Protein1.3970.6640.5670.4970.575
Lactose0.3980.2910.2080.1980.193
Total $ paid per component
Fat $164,998,609$245,903,402$259,645,339$356,688,641$418,541,147
Protein$184,528,391$131,063,290$117,657,713$143,911,349$194,874,913
Lactose$67,823,876$73,377,129$54,987,988$71,818,527$82,136,925
Volume charge($27,732,308)($27,289,173)($26,283,402)($32,746,784)($40,117,675)
Average base milk price
2
$6.16$6.65$6.40$7.05$7.55
Total incentive payment$8,908,367$8,127,045$11,530,895$19,249,791$23,518,487
Average incentive payment per kgMS
3
$0.14$0.13$0.18$0.25$0.27
Total average Synlait payment per kgMS
4
$6.30$6.78$6.58$7.307.82
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 2020/21 milk price has not fully been paid out at the time of annual report release, figures represent what
has been paid and is accrued to be paid.
It also highlights the incentive payments made to our farmer suppliers in addition to the average base milk price.
This information represents payments made in the milk season which runs 1 June to 31 May as opposed to
Synlait’s financial year.
For the recently completed 2020/2021 milk season we paid out an average base milk price of $7.55 with an
average additional incentive payment of $0.27 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
Key financial metrics
1,3
Currency as stated (in millions)FY17FY18FY19FY20FY21
Income statement
Revenue 759.0 879.0 1,024.3 1,302.01,367.3
Gross profit 112.1 166.5 186.3 203.7 67.3
EBITDA
2
88.8 138.6 150.8 169.637.3
EBIT
2
67.6 113.0 123.1 122.0(17.7)
NPAT 39.5 74.5 81.2 74.3(28.5)
Revenue (USD per MT)3,6584,815 4,3844,4354,162
Gross profit per MT (NZD)7921,2941,1741,043308
EBIT per MT sold (NZD) 478 879776625(81)
Net cash from/(used in) operating activities 115.2 98.4 136.7 103.815.9
Balance sheet
Capital employed459.0538.9824.41,128.21,244.0
Net operating assets
4
423.5 493.1 632.4 1,040.51,152.3
Return on net operating assets15.4%24.6%21.9%14.6%(1.6%)
Net return on capital employed (pre-tax)14.8%22.6%18.1%12.5%(1.5%)
Debt/debt + equity (excl. derivatives)18.7%20.9%39.3%47.2%38.7%
Net debt/EBITDA
6
0.9 0.8 2.2 3.112.9
Earnings per share 22.82 41.55 45.33 41.45(13.77)
Average FX conversion rate (NZD:USD) 0.6814 0.7047 0.6792 0.6651 0.6659
Base milk price 6.16 6.65 6.40 7.057.55
Total milk price (kgMs)
5
6.30 6.78 6.58 7.307.82
Key operational metrics
Sales (MT)
7
Ingredients114,718 86,424 98,499 97,561125,914
Nutritionals24,576 42,177 51,23152,87134,362
Liquids - - 8,947 32,80331,499
Consumer foods - - -12,01526,983
Total sales (MT) 139,295 128,601158,677195,250218,758
Production (net production) (MT)
7
Ingredients 109,899 88,448 96,15894,188138,971
Nutritionals25,50851,04850,16563,85720,990
Liquids - - 9,466 32,89431,492
Consumer foods - - -11,85023,597
Total production (MT)135,407 139,496155,788202,789215,050
Milk purchases ('000 kg MS)
Milk purchased from contracted supply 63,255 63,639 64,189 76,55186,814
Milk purchased from other suppliers 1,700 (2,853) 1,877 (6,079)(4,076)
Total milk purchases ('000 kg MS) 64,954 60,785 66,066 70,47282,737
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 and amortisation accordingly. EBIT and EBITDA include the IFRS16 impact,
whereas net debt excludes this impact. A reconciliation of EBIT and EBITDA is provided in the CFO Review on page 36.
3
Amounts have been restated for a change in accounting policy. Refer to note 9 of the 2021 financial statements for additional information.
4
Net operating assets includes current assets, property, plant, and equipment 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 1 June to 31 May.
6
Net debt calculation excludes lease liabilities, for banking covenant purposes lease liabilties are included.
7
Prior period volumes have been restated to conform to current year presentation.
PAGE 44 & 45ANNUAL REPORT 2021
Last summer Dairyworks launched
a range of truly differentiated high
protein yoghurts in a convenient on
the go single format.
The range exceeded performance
expectations and clearly signalled
an opportunity for Dairyworks to
expand further into the yoghurt
space. Strategically, the entry into the
yoghurt category allows Dairyworks
to grow beyond its core cheese
business, which is something we will
continue to see more of.
The team are excited to be working
on the next stage of our yoghurt plans
– we’ll see you in supermarkets soon!
DAIRYWORKS:
MOVING FROM
CHEESE TO DAIRY
Last summer Dairyworks launched a range of truly
differentiated high protein yoghurts in a convenient
on-the-go single format.
ANNUAL REPORT 2021PAGE 46 & 47
Director’s responsibility statement 50
Financial statements 51
Income statement 51
Statement of comprehensive income 52
Statement of changes in equity 53
Statement of financial position 54
Statement of cash flows 55
Notes to the financial statements 56
Performance 60
01 Revenue recognition 61
02 Segment reporting 62
03 Expenses 65
04 Reconciliation of (loss)/profit after income
tax to net cash inflow from operating activities 66
Working Capital 67
05 Trade and other receivables 68
06 Inventories 72
07 Trade and other payables 74
Long Term Assets 75
08 Property, plant and equipment 76
09 Intangible assets 79
10 Leases 85
Debt and Equity 88
11 Finance income and expenses 89
12 Loans and borrowings 90
13 Share capital 92
14 Share based payments 94
15 Reserves and retained earnings 96
Financial Risk Management 97
16 Financial risk management 98
17 Financial instruments 106
Other 111
18 Income tax 112
19 Other investments 116
20 Related party transactions 118
21 Contingencies 120
22 Commitments 120
23 Events occurring after the reporting period 121
24 Other accounting policies 121
Auditors report 122
FINANCIAL
CONTENTS
FINANCIAL STATEMENTS
The cafe at Synlait Dunsandel provides a wide
range of healthy meals and snacks for staff and
contractors.
ANNUAL REPORT 2021PAGE 48 & 49
The Directors are pleased to present the financial statements for Synlait Milk Limited and its subsidiaries, Synlait Milk
Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard Pearse Drive Limited, Synlait Business
Consulting (Shanghai) Limited, Dairyworks Limited, Dairyworks (Australia) Pty Limited, and Synlait Milk (Dunsandel Farms)
Limited (together “the Group”) as set out on pages 51-121 for the year ended 31 July 2021.
The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group
as at 31 July 2021 and the financial performance and cash flows for the year ended on that date.
The Directors consider that the financial statements of the Group have been prepared using appropriate accounting
policies, consistently applied and supported by reasonable judgements and estimates and that all relevant financial
reporting and accounting standards have been followed.
The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the Group and facilitate compliance of the financial statements with the Financial
Markets Conduct Act 2013.
For and on behalf of the Board.
Graeme Milne
Chairman
24 September 2021
Simon Robertson
Independent Director
24 September 2021
DIRECTORS’ RESPONSIBILITY STATEMENT
20212020
Notes$’000$’000
(restated)
Revenue11,367,3491,302,025
Cost of sales3(1,300,042)(1,098,292)
Gross profit67,307203,733
Other income13,870404
Share of (loss)/profit from associates19(33)33
Sales and distribution expenses3(36,791)(32,318)
Administrative and operating expenses3(52,018)(49,809)
Earnings before net finance costs and income tax(17,665)122,043
Finance expenses11(20,488)(19,777)
Finance income1144134
Loss on derecognition of financial assets11,5(1,045)(1,747)
Net finance costs(21,489)(21,390)
(Loss)/profit before income tax(39,154)100,653
Income tax benefit/(expense)1810,703(26,344)
Net (loss)/profit after tax for the year(28,451)74,309
Earnings per share
Basic earnings per share (cents)13(13.77)41.45
Diluted earnings per share (cents)13(13.75)41.35
INCOME STATEMENT
For the year ended 31 July 2021
ANNUAL REPORT 2021
The accompanying notes form part of and are to be read in conjunction with these financial statements.
Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.
PAGE 50 & 51
20212020
Notes$’000$’000
(restated)
(Loss)/profit for the period(28,451)74,309
Items that may be reclassified subsequently to profit and loss
Effective portion of changes in fair value of cash flow hedges16(6,330)53,882
Exchange differences on translation of foreign operations10(12)
Income tax benefit/(expense) on other comprehensive income181,772(15,087)
Total items that may be reclassified subsequently to profit and loss(4,548)38,783
Other comprehensive income for the year, net of tax(4,548)38,783
Total comprehensive income for the year(32,999)113,092
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 July 2021
Share
capital
Employee
benefits
reserve
Hedging
reserves
Foreign
currency
translation
reserve
Retained
earnings
Total
equity
GroupNotes$’000$’000$’000$’000$’000$’000
Equity as at 1 August 2019268,0741,658(26,148)-248,775492,359
Change in accounting policy9----(1,078)(1,078)
Restated equity as at 1 August 2019268,0741,658(26,148)-247,697491,281
Profit or loss for the year (restated)----74,30974,309
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges--53,882--53,882
Exchange differences on translation of foreign operations---(12)-(12)
Income tax on other comprehensive income--(15,087)--(15,087)
Total other comprehensive income--38,795(12)-38,783
Employee benefits reserve13, 14470(336)---134
Total contributions by and distributions to owners470(336)---134
Equity as at 31 July 2020 (restated)268,5441,32212,647(12)322,006604,507
Equity as at 1 August 2020268,5441,32212,647(12)322,006604,507
Profit or loss for the year----(28,451)(28,451)
Other comprehensive income
Effective portion of changes in fair value of cash flow hedges--(6,330)--(6,330)
Exchange differences on translation of foreign operations---10-10
Income tax on other comprehensive income--1,772--1,772
Total other comprehensive income--(4,558)10-(4,548)
Issue of new shares13196,082----196,082
Employee benefits reserve13, 14148(624)---(476)
Total contributions by and distributions to owners196,230(624) - --195,606
Equity as at 31 July 2021464,7746988,089 (2)293,555767,114
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 July 2021
PAGE 52 & 53ANNUAL REPORT 2021
The accompanying notes form part of and are to be read in conjunction with these financial statements.
Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.
The accompanying notes form part of and are to be read in conjunction with these financial statements.
Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.
STATEMENT OF FINANCIAL POSITION
As at 31 July 2021
STATEMENT OF CASH FLOWS
For the year ended 31 July 2021
20212020
Notes$’000$’000
(restated)
ASSETS
Current assets
Cash and cash equivalents16,0205,887
Trade and other receivables5108,38063,057
Intangible assets93,7124,230
Goods and services tax refundable4,4616,398
Income accruals and prepayments14,29712,404
Inventories6270,944269,384
Derivative financial instruments16, 1730,94322,530
Current tax asset1,743-
Other current assets2,5002,500
Total current assets453,000386,390
Non-current assets
Property, plant and equipment81,027,149965,104
Intangible assets959,63139,758
Goodwill964,18965,545
Other investments19110143
Derivative financial instruments16, 175314,084
Right-of-use assets1014,01818,497
Total non-current assets1,165,1501,103,131
Total assets1,618,1501,489,521
LIABILITIES
Current liabilities
Trade and other payables7264,068238,771
Loans and borrowings1233,333102,837
Current tax liabilities-24,561
Derivative financial instruments16, 1710,77014,148
Lease liabilities103,2434,422
Total current liabilities311,414384,739
Non-current liabilities
Loans and borrowings12459,584426,754
Deferred tax liabilities1859,43353,878
Derivative financial instruments16, 178,8304,805
Lease liabilities1011,77514,838
Total non-current liabilities539,622500,275
Total liabilities851,036885,014
Equity
Share capital13464,774268,544
Reserves8,78513,957
Retained earnings15293,555322,006
Total equity attributable to equity holders of the Group767,114604,507
Total liabilities and equity1,618,1501,489,521
20212020
Notes$’000$’000
(restated)
Cash flows from operating activities
Cash receipts from customers1,327,4441,316,076
Cash paid for milk purchased(653,132)(545,792)
Cash paid to other creditors and employees(652,402)(637,181)
Net movement in goods and services tax1,937(2,709)
Income tax payments(7,979)(26,633)
Net cash inflow from operating activities415,868103,761
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired-(72,927)
Interest received44134
Acquisition of property, plant and equipment(116,163)(139,212)
Proceeds from sale of property, plant and equipment1,102242
Acquisition of intangible assets(24,205)(11,483)
Proceeds from sale of intangible assets2,450-
Net cash outflow from investing activities(136,772)(223,246)
Cash flows from financing activities
Proceeds from the issuance of subordinated bonds12-180,000
Transaction costs paid on issue of subordinated bonds-(3,370)
Repayment of borrowings(50,000)(43,224)
Net movement in working capital facility12,5863,211
Interest paid(23,108)(23,048)
Repayment of lease liabilities(4,499)(4,185)
Receipt of cash from issue of shares13196,082-
Net cash inflow from financing activities131,061109,384
Net increase/(decrease) in cash and cash equivalents10,157(10,101)
Cash and cash equivalents at the beginning of the financial year5,88716,007
Effects of exchange rate changes on cash and cash equivalents(24)(19)
Cash and cash equivalents at end of year16,0205,887
PAGE 54 & 55
ANNUAL REPORT 2021
The accompanying notes form part of and are to be read in conjunction with these financial statements.
Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.
The accompanying notes form part of and are to be read in conjunction with these financial statements.
Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 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, Dairyworks Limited, Dairyworks (Australia) Pty
Limited, and Synlait Milk (Dunsandel Farms) Limited.
Readers of these financial statements should be mindful of the impact of the acquisition of Dairyworks Limited on 1 April
2020 when making comparisons to the year ended 31 July 2020.
Synlait Milk Limited and its subsidiaries are 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 an 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 and
in account of trivial rounding differences. These classifications had no effect on the reported results of operations.
The financial statements were authorised for issue by the directors on 24 September 2021.
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).
BASIS OF PREPARATION
These financial statements include the impact of a number of material events which occurred during the year, including
the renegotiation of key terms of financing arrangements, the issue of new shares by way of an equity raise and share
placement, and multiple financial forecast downgrades. As a result of the COVID-19 pandemic, the Group announced
to the market in the period that it forecast a full year loss for the year ended 31 July 2021. This constituted an indicator
of impairment under NZ IAS 36 “Impairment of Assets” and triggered the impairment testing of all Group assets in
addition to the annual impairment test for goodwill and intangible assets. It was determined that no assets, except for the
immaterial write-offs as noted in notes 8 and 9, were impaired.
COVID-19
In the prior financial year, the World Health Organisation declared a global pandemic because of the international
outbreak and spread of COVID-19. During the year, the COVID-19 pandemic resulted in a shift for Synlait in product
mix from high margin nutritional powders to lower margin ingredient powders due to a significant decrease in demand
for consumer-packaged infant formula. This was a key factor in the forecast earnings downgrades which were
communicated to the market in the year. Current global economic conditions continue to be highly volatile due to the
COVID-19 pandemic. Ongoing uncertainty around the magnitude, duration, and severity of the COVID-19 pandemic
could affect the significant estimates and judgements used in the preparation of the consolidated financial statements.
Management continues to assess the impact of COVID-19 on all aspects of the Group’s supply chain and financial
performance and position, in particular the carrying value of receivables and inventory, the impact of key customer
demand on revenue, the timing of receivables collection on cashflows, impairment of assets such as goodwill and
intangibles, and any impact from currency volatility on the Group portfolio of derivatives.
MATERIAL EVENTS DURING THE YEAR
Transactions and balances
Transactions in foreign currencies are translated to the functional currency at the exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to
the functional currency at the exchange rate at that date.
Use of accounting estimates and judgements
The preparation of these financial statements in conformity with NZ IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income, and expenses. Actual results may differ from these estimates and assumptions.
Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
Key sources of estimation uncertainty and key judgements relate to derecognition of financial assets, the assessment
of impairment of inventory and property plant and equipment, the capitalisation of costs to intangible assets, and the
assessment of impairment for goodwill and any other indefinite life intangible assets. The individual notes in the financial
statements provide additional information.
NOTES TO THE FINANCIAL STATEMENTS
PAGE 56 & 57ANNUAL REPORT 2021
SIGNIFICANT ACCOUNTING POLICIES
Standards, amendments and interpretations to existing standards that are not yet effective
IFRS 9, IAS 39, IFRS 7, IFRS 4, Insurance contracts and IFRS 16 Leases – Interest Rate Benchmark Reform, Phase 2
In August 2020, the IASB issued amendments to IFRS 9, Financial Instruments (IFRS 9), IAS 39, Financial Instruments:
Recognition and Measurement (IAS 39), IFRS 7, Financial Instruments: Disclosures (IFRS 7), IFRS 4, Insurance Contracts
(IFRS 4) and IFRS 16, Leases (IFRS 16) as a result of Phase 2 of the IASB’s Interest Rate Benchmark Reform project. The
amendments address issues arising in connection with reform of benchmark interest rates including the replacement of
one benchmark rate with an alternative one. The amendments are effective for the Group from 1 August 2021.
As at 31 July 2021, these amendments did not affect the Group’s financial statements as it has not yet transitioned any
agreements that are exposed to Inter-bank Offered Rates (IBOR) to an alternative benchmark interest rate. While there
remains some uncertainty around the timing of adoption and the precise nature of an alternative benchmark rate, the
replacement of the rate is not expected to result in a significant change in the Group’s interest rate risk management
strategy or interest rate risk. The Group continues to monitor developments on alternative benchmark interest rates and
expect to transition to alternative rates as widespread market practice is established.
There are no other 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.
Implementation of IFRIC agenda decision
During the period the Group recognised the impact of a new IFRIC agenda decision on cloud software costs. Refer to
note 9 (Intangible assets) for further information.
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 a change in accounting policy relating to the implementation of the IFRS
Interpretation Committee’s (“IFRIC”) April 2021 agenda decision on the capitalisation of cloud software costs.
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
Renegotiation of financing arrangements
As a result of the impact of the forecast earnings downgrades during the period, the Group forecast a potential
breach of covenants which were scheduled to be tested as at 31 July 2021. In response, the Group engaged its
banking syndicate and successfully refinanced its key banking facilities and obtained waivers for the period ended
31 July 2021. Revised terms for all financing arrangements was concluded in July 2021 with new covenant terms
agreed. Refer to note 12 for details of revised loan maturity dates and covenant waivers.
Share issue
In November 2020 the Group completed an issue of ordinary shares and an underwritten share placement for net
proceeds of $196.1 million. The proceeds were used to retire existing debt and fund ongoing capital improvements.
Refer to note 13 for further detail.
Impairment testing
The forecasted full year loss for the Group and resulting decrease in market capitalisation constituted an indicator of
impairment in accordance with NZ IAS 36 “Impairment of Assets.” As a result, all assets, which are allocated to either
the Synlait Milk cash generating unit (CGU) or Dairyworks CGU, were impairment tested (refer to note 9 for further
detail). It was determined that there was no impairment present at a CGU level. Individual assets totalling $2.2m
were determined to be impaired in the year (refer to note 8 and 9 for further detail) and provisioned. In addition,
$1.4m of goodwill and $1.0m of brand assets were derecognised in relation to the sale of the Deep South brand and
related assets.
GOING CONCERN
In preparing these financial statements, the Directors have assessed the Group’s ability to continue as a going concern.
In making this assessment, the Directors have considered the level of debt and facilities the Group had available at 31
July 2021, the Group’s renegotiation of financing arrangements, and the Group’s forecast financial results for the 12
months subsequent to the date of issue of these financial statements. While uncertainties continue to exist as a result of
the COVID-19 pandemic, the Directors consider that the Group is a going concern.
MATERIAL EVENTS DURING THE YEAR (CONTINUED)
PAGE 58 & 59ANNUAL REPORT 2021
This section covers the Group’s financial performance and includes the
following notes:
01 Revenue recognition 61
02 Segment reporting 62
03 Expenses 65
04 Reconciliation of (loss)/profit after income tax to net cash inflow
from operating activities 66
PERFORMANCE01. REVENUE RECOGNITION
Sales of goods
The Group manufactures and sells a range of milk powder, milk powder related products, liquid milk, cheese, and
butter to customers. Revenue from contracts with customers is recognised when the control of the goods has been
transferred to customers, being at the point when the goods are delivered. Delivery of goods is completed (i.e..
the performance obligation is fulfilled) when the goods have been delivered pursuant to the terms of the specific
contract agreed with the customer and the risks associated with ownership have been transferred to the customer.
Revenue is measured according to the contracted price agreed with customers, which represents 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.
20212020
$’000$’000
Dairy products1,367,3491,302,025
Other sundry income3,870404
Total income1,371,2191,302,429
The increase in other sundry income is primarily attributable to short-term rental income earned in the period.
PAGE 60 & 61
ANNUAL REPORT 2021
31 July 2020 31 July 202031 July 202031 July 2020
$000’s
(restated)
$000’s$000’s$000’s
(restated)
Nutritionals,
ingredients,
fresh milk
Cheese,
butter,
yoghurt*
EliminationsTotal
External revenue1,209,98092,045-1,302,025
Inter-segment revenue from sale of goods13,296-(13,296)-
Revenue from sale of goods1,223,27692,045(13,296)1,302,025
Net profit/(loss) after tax for the period76,435(2,126)-74,309
Finance income1259-134
Finance expenses(18,661)(1,116)-(19,777)
Depreciation and amortisation(44,831)(2,698)-(47,529)
Income tax (expense)/benefit(27,541)1,197-(26,344)
Total assets1,291,997197,524-1,489,521
Total liabilities(786,450)(98,564)-(885,014)
Net assets505,54798,960-604,507
02. SEGMENT REPORTING
(a) Segment revenues and results
The following is an analysis of the Group’s revenue and results by reportable segment:
Reportable segments
NZ IFRS 8 Operating Segments requires disclosure of information about operating segments, products and
services, geographical areas of operation, and major customers. Information is based on internal management
reports, both in the identification of operating segments and measurement of disclosed segment information.
The Group’s chief operating decision maker is the Synlait Milk Limited Board of Directors (“the Board”). Previously
the Board made resource allocation decisions based on expected cash flows and results of the Group’s operations
as a whole rather than on a segment basis. In prior years, the Group has therefore reported that it operates in one
segment, being the manufacture and sale of fresh milk and milk powder related products.
During the period ended 31 July 2020, the Group acquired selected assets in Talbot Forest Cheese Limited through
its newly incorporated subsidiary Synlait Foods (Talbot Forest) Limited and also acquired Dairyworks Limited. On
31 December 2020, Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited. Following
the acquisition, the Group has determined that the company (and its predecessor companies) operates in the
manufacture and sale of cheese and other products segment, and that this segment exceeds the quantitative
thresholds for a reportable segment under NZ IFRS 8.
As such, although the Group continues to report internally on a consolidated Group basis, the Group has identified
the following segments for external reporting purposes:
• Manufacture and sale of fresh milk and milk powder related products (nutritionals, ingredients, fresh milk).
• Manufacture and sale of cheese and other products (cheese, butter, yoghurt).
The accounting policies of the Group have been consistently applied to the operating segments. Net Profit After
Tax (NPAT) is the measure reported to the chief operating decision-maker for the purposes of resource allocation
and assessment of performance for the Group. A consistent measure has been used for the purpose of reporting
the performance of each operating segment. Inter-segment pricing is determined on an arm’s length basis.
* Results for the 31 July 2020 period for the cheese, butter, yoghurt segment reflect 4 months of results for Dairyworks Limited which
was acquired on 1 April 2020.
(28,451)31 July 202131 July 202131 July 202131 July 2021
$000’s$000’s$000’s$000’s
Nutritionals,
ingredients,
fresh milk
Cheese,
butter,
yoghurt
EliminationsTotal
External revenue1,138,302229,047-1,367,349
Inter-segment revenue from sale of goods12,785-(12,785)-
Revenue from sale of goods1,151,087229,047(12,785)1,367,349
Net (loss)/profit after tax for the period(28,802)351-(28,451)
Finance income1430-44
Finance expense(16,876)(3,612)-(20,488)
Depreciation and amortisation(48,855)(6,117)-(54,972)
Income tax benefit/(expense)10,985(282)-10,703
Total assets1,405,478212,672-1,618,150
Total liabilities(737,675)(113,361)-(851,036)
Net assets 667,80399,311-767,114
PAGE 62 & 63
ANNUAL REPORT 2021
03. EXPENSES
20212020
$’000$’000
restated
The following items of expenditure are included in cost of sales
Depreciation and amortisation45,63838,852
Employee benefit expense80,92678,748
KiwiSaver contributions1,9411,841
Export freight10,84611,104
Rent and storage4,0282,471
Increase in inventory provision6,2571,702
Increase/(decrease) in onerous contract provision1,777(156)
The following items of expenditure are included in sales and distribution expense
Depreciation and amortisation5,5795,936
Employee benefit expense16,17713,137
KiwiSaver contributions419307
Rent and storage1,9711,284
The following items of expenditure are included in administrative and operating expenses
Depreciation and amortisation3,7552,741
Employee benefit expense25,20121,467
KiwiSaver contributions604502
Information services8,2186,897
Directors’ fees829802
Share based payments (recovery)/expense(610)523
Impairment of intangible assets5301,561
Consultancy4,6233,268
Strategic Initiatives1,1811,362
Deloitte services included in administrative and operating expenses
Statutory audit fee270276
Half year accounts review6257
Other assurance services23130
Taxation compliance6953
Total424516
All Group non-current assets are in New Zealand, other than $0.5m (2020: $0.7m) located in China.
(b) Sales by geographical area
The Group operates in one principal geographical area being New Zealand. Although the Group sells to many different
countries, it is understood that a significant portion of both infant nutritional and ingredients sales are ultimately
consumed in China.
The proportion of sales revenue by geographical area is summarised below:
Year ended
31 July 2021
Year ended
31 July 2020
$’000$’000
China14%5%
Rest of Asia24%19%
Middle East and Africa5%8%
New Zealand47%43%
Australia8%22%
Rest of World2%3%
Total100%100%
(c) Major customers
Revenues of approximately 42% (2020: 64%) are derived from the top three external customers.
02. SEGMENT REPORTING (CONTINUED)
PAGE 64 & 65ANNUAL REPORT 2021
04. RECONCILIATION OF (LOSS)/PROFIT AFTER INCOME
TAX TO NET CASH INFLOW FROM OPERATING ACTIVITIES
20212020
$’000$’000
(restated)
(Loss)/profit for the year(28,451)74,309
Non-cash and non-operating items
Depreciation and amortisation of non-current assets50,23642,581
Depreciation of right-of-use assets4,7364,948
Loss on sale of property, plant and equipment100355
Impairment of property, plant and equipment and intangible assets2,2424,761
Impairment recovery on property, plant and equipment-(2,958)
Share of loss/(gain) from associate33(33)
Non-cash share based payments (recovery)/expense(476)523
Interest costs classified as financing cash flow20,48819,777
Interest received classified as investing cash flow(44)(134)
Loss on derecognition of financial assets1,0451,747
Deferred tax7,3298,942
Gain on derivative financial instruments(64)(23)
Unrealised foreign exchange losses246
Movements in working capital
(Increase)/decrease in trade and other receivables(45,323)1,833
Increase in prepayments(1,893)(2,850)
Increase in inventories(1,561)(104,533)
Decrease/(increase) in goods and services tax refundable1,937(2,709)
Increase in trade and other payables31,81434,673
Decrease in current tax liabilities(26,304)(4,659)
Working capital items acquired-27,205
Net cash inflow from operating activities15,868103,761
WORKING CAPITAL
The working capital section gives information about the short term assets and
liabilities of the Group. This section includes the following notes:
05 Trade and other receivables 68
06 Inventories 72
07 Trade and other payables 74
PAGE 66 & 67ANNUAL REPORT 2021
05. 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 severe financial
difficulty and there is no reasonable and realistic prospect of recovery.
Furthermore, other impairment losses on an individual basis are determined by an evaluation of the exposures
on an instrument-by-instrument basis. All individual instruments that are considered significant are subject to this
approach.
Credit Risk Management
The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its contractual
obligations resulting in financial loss to the Group. Trade and other receivables are potentially subject to credit risk. The
Group performs credit evaluations on trade customers. The Group continuously monitors the credit quality of its major
receivables and does not anticipate non-performance of those customers, nor has there been historical non-performance
of these customers. The Group also maintains strict controls for any credit reviews such as credit increases.
The receivables assignment processes ensure that the Group’s trade receivables are materially managed in an efficient
and effective basis.
The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to
credit risk.
Included in trade receivables are debtors which are past due at balance date, as payment was not received within 30
days, and for which no provision has been made as there has not been a significant change in credit quality and the
amounts are still considered fully recoverable. No collateral is held over these balances and trade credit insurance cover
was not obtained in respect of these receivables. Interest is not charged on overdue debtors.
In the past seven financial years, the Group has not written off any bad debts, although it has recognised provisions for
debts when collection was considered doubtful. The historical analysis of bad debts on a customer basis assists in the
determination of any increases in credit risk since initial recognition. There are no significant credit risk concentrations
as at 31 July 2021. Three customers represent 70% of the overdue receivables. There were no other forward-looking
indicators to indicate increases in credit risk. Refer to the “material events during the year” 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 2020.
20212020
$’000$’000
Trade receivables101,24356,484
Provision for doubtful and impaired receivables(2,583)(977)
Net trade receivables98,66055,507
Other receivables9,7207,550
Total receivables108,38063,057
PAGE 68 & 69
ANNUAL REPORT 2021
20212020
$’000$’000
Overdue by
0 to 30 days8,3065,950
30 to 60 days673549
Over 60 days4,3302,725
Total overdue trade receivables13,3099,224
(a) Impaired receivables
As at 31 July 2021, trade receivables of $13.3m were overdue (2020: $9.2m). These relate to several independent
customers for whom there is no recent history of default. The majority has since been collected except for $4.7m which
remains unpaid and is expected to be collected in the 2022 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 $1.5m in relation to unrecoverable trade receivables during the year (2020: $0.4m).
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 (2020: $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$59.4m (2020: $38.5m) 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 $112.4m of receivables as at 31 July 2021 (2020: $131.3m).
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 $4,550 per day (2020: $5,351) 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 $1.0m (2020: $1.7m) arising from derecognition of assigned receivables is the discount paid
to the banks for acquiring these receivables.
05. TRADE AND OTHER RECEIVABLES (CONTINUED)
PAGE 70 & 71ANNUAL REPORT 2021
06. INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where
applicable, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being
allocated 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.
20212020
$’000$’000
Raw materials at cost74,39071,305
Work in progress at cost16,58911,573
Finished goods at cost148,554178,336
Finished goods at net realisable value31,4118,170
Total inventories270,944269,384
Raw material inventories at $74.4m (13,733 MT) have increased slightly from the prior year. (2020: $71.3m, 13,614 MT).
Finished goods have decreased to $180.0m despite holding slightly more product on hand (32,144 MT) (2020: $186.5m,
32,109 MT). The decrease in the value relates to a lower holding of our core infant formula products and a higher
holding of our core commodity products (whole milk powder, skim milk powder and anhydrous milk fat), offset by a
higher season-ending milk price. Finished goods held at net realisable value have increased as a result of a higher stock
condition provision and onerous contracts provision.
The cost of inventories recognised as an expense during the year was $1,300.0m (2020: $1,098.3m). The cost of
inventories recognised as an expense includes $10.1m (2020: $10.9m) in respect of write downs of inventory to net
realisable value.
The total inventory provision as at reporting date was $8.3m, of which $7.6m related to finished goods and $0.7m to
raw materials (2020: $2.0m, $1.8m related to finished goods and $0.2m related to raw materials). The increase primarily
relates to infant formula products on hand that are provisioned to expire because of decreased demand.
In addition, the total onerous contracts provision as at reporting date was $2.1m (2020: $0.3m). Onerous contracts have
increased due to an increased weighted average cost of products on hand at balance date; the most significant driver
being the increase in 2020/21 milk price through the second half of the season.
PAGE 72 & 73ANNUAL REPORT 2021
07. TRADE AND OTHER PAYABLES
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or
less otherwise, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and
are subsequently measured at amortised cost using the effective interest method. Payables that are settled within
a short duration are not discounted.
20212020
$’000$’000
Trade payables101,121106,942
Accrued expenses150,378118,854
Employee entitlements12,56912,809
Other payables- 166
Total trade and other payables264,068238,771
Payables denominated in currencies other than the functional currency comprise NZ$4.5m (2020: $11.9m) of USD, EUR, GBP, RMB,
SGD, and AUD denominated trade payables and accruals.
LONG TERM ASSETS
The assets section provides information about the long term investments
made by the Group to operate the business and generate returns to
shareholders. This section includes the following notes:
08 Property, plant and equipment 76
09 Intangible assets 79
10 Leases 85
PAGE 74 & 75ANNUAL REPORT 2021
08. PROPERTY, PLANT AND EQUIPMENT
Recognition and measurement
Property, plant and equipment are initially measured at cost less accumulated depreciation.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed
assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to
a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site
on which they are located where the Group has an obligation to remove and restore.
When a self-constructed asset meets the definition of a qualifying asset under NZ IAS 23 Borrowing Costs,
borrowing costs directly attributable to the construction of the asset are capitalised until such a time as the asset is
substantially ready for its intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
When major components of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items of property, plant and equipment.
Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the
item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost
can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in
profit or loss as incurred.
Depreciation
Depreciation of property, plant and equipment is recognised in profit or loss on a straight-line basis over the
estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated.
Capital work in progress is not depreciated. The total cost of this work is transferred to the relevant asset category
on the completion of the project and then depreciated.
Estimation and judgement is also required in the selection and application of useful lives. It is 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 - 60 years
Plant and equipment 3 - 35 years
Fixtures and fittings 2 - 25 years
Depreciation methods, useful lives and residual values are reassessed at each reporting date.
Impairment
Estimation and judgement is required in the impairment of property, plant, and equipment. The Group estimates or
exercises judgement in assessing indicators of impairment, forecasting future cash flows, and determining other
key assumptions used for assessing fair values (less costs of disposal) or value in use.
LandBuildingsPlant
and
equipment
Fixtures
and
fittings
Capital work
in progress
Total
$’000$’000$’000$’000$’000$’000
Cost
Balance as at 1 August 201934,957183,039513,20812,774240,209984,187
Additions----129,381129,381
Additions through business combinations1,3504,61026,0602,02123334,274
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
Additions----111,955111,955
Reclassification/transfer23,89033,58459,6794,338(121,491)-
Impairment--(969)-(1,244)(2,213)
Disposals-(185)(3,471)(982)(11)(4,649)
Balance as at 31 July 202160,655324,175776,12128,61856,4171,245,986
Accumulated depreciation
Balance as at 1 August 2019-22,550110,9435,493-138,986
Depreciation (note 3)-6,90929,8693,177-39,955
Impairment--(151)--(151)
Disposals-(33)(2,300)(668)-(3,001)
Balance as at 31 July 2020-29,426138,3618,002-175,789
Depreciation (note 3)-7,39335,0684,379-46,840
Impairment--(500)--(500)
Disposals-(158)(2,188)(946)-(3,292)
Balance as at 31 July 2021-36,661170,74111,435-218,837
Carrying amounts
As at 31 July 202036,765261,350582,52117,26067,208965,104
As at 31 July 202160,655287,514605,38017,18356,4171,027,149
PAGE 76 & 77
ANNUAL REPORT 2021
(a) Impairment
During the period, property, plant, and equipment have been examined for impairment. A $1.7m (2020: $3.2m)
impairment charge has been recognised to reflect the write-down of select assets to the higher of their fair value less
costs of disposal (FVLCOD) and value-in-use. Of the $1.7m write-down, $1.2m relates to work in progress costs for
projects which have been indefinitely deferred, and $0.5m relates to the derecognition of assets which were determined
to no longer meet the definition of an asset.
(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 $56.4m is lower than 2020 ($67.2m) due to the completion of the
Dry Store 4 project and a lower level of capital expenditure in 2021. The current work in progress balance is comprised
primarily of $34.5m (2020 - $1.0m) of costs relating to the Group’s ongoing Pokeno processing upgrade project and the
balance comprises of routine operational capital expenditure.
(c) Capitalised borrowing costs
During the year, the Group has capitalised borrowing costs amounting to $2.3m (2020: $2.1m) on qualifying assets.
Interest has been capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset.
In the year, borrowing costs were capitalised for the Dry Store 4, Pokeno modifications, and ERP implementation
(refer to note 9) projects.
09. 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, trademarks, and other rights are shown at historical cost. Patents, trademarks,
and other rights have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is
calculated using the straight-line method to allocate the cost of patents, trademarks, and other rights over their
estimated useful lives of 10 to 20 years.
Computer software
Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
Development costs that are directly attributable to the design, testing, and implementation of identifiable and
unique software products controlled by the Group are recognised as intangible assets. Amortisation is calculated
using the straight-line method to allocate the cost of computer software over an estimated useful life of 4 years.
08. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
PAGE 78 & 79ANNUAL REPORT 2021
Change in computer software capitalisation policy as a result of the IFRIC agenda decision on cloud software
(software as a service or “SaaS”) implementation costs.
In April 2021 IFRIC released an agenda decision in contradiction of the Group’s historical policy of capitalising cloud
software implementation costs. The agenda decision disallows the capitalisation of costs for the implementation
of cloud software except for costs relating to the development of customised software code where the customer
maintains control of the code and its future benefits.
The Group has historically capitalised implementation phase costs and subsequently depreciated the costs over
the life of the underlying software service contract (over a period not exceeding 4 years). In the year, the Group
made the decision to align its accounting policy with the IFRIC agenda decision and retrospectively derecognise
cloud software implementation costs which had been recognised as intangible assets. The Group has also made
the decision to disallow future capitalisation of cloud software costs except for those instances where the Group
maintains control of any custom software code and has the ability to restrict others’ access to those benefits.
For the avoidance of doubt, the Group’s current ERP implementation of SAP is not within the scope of the agenda
decision as the underlying ERP license is perpetual, on-premise, and the Group has control over the infrastructure
on which the ERP runs.
The change in accounting policy has had the following impacts on the current and prior years presented in these
financial statements:
New Zealand Units (NZU)
New Zealand Units are purchased to offset carbon emissions under the New Zealand Emissions Trading Scheme.
The units are measured at cost and expensed on a first-in first-out basis. The units are surrendered in May of each
year to meet obligations for the previous calendar year.
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether
there is any indication of impairment.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its recoverable amount.
A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other
assets and groups.
Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to the units and then to reduce the carrying amount of any other assets in the unit (or group of units) on a
pro rata basis.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset.
Impairment losses are recognised in profit or loss.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss
has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss has been recognised. An impairment loss in relation to goodwill is not reversed.
2021202020192018
$’000$’000$’000$’000
Increase in software expense(585)(1,780)(1,469)(121)
Decrease in depreciation expense91453292-
(Increase)/decrease in tax expense(92)34938634
Increase/(decrease) in profit for the year237(899)(991)(87)
Decrease in intangible assets(2,417)(2,746)(1,498)(121)
Decrease in deferred tax liability67776942034
Decrease in retained earnings1,7401,9771,07887
Decrease in basic and diluted earnings per share ($)0.0010.0050.0060.000
09. INTANGIBLE ASSETS (CONTINUED)
PAGE 80 & 81ANNUAL REPORT 2021
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 2020
Opening net book amount (restated)6,026-7184,3956,5286,97624,643
Additions (restated)--9083,4559,5484,13818,049
Acquisition through business combination59,51917,545107263160-77,594
Development costs recognised as an asset (restated)--2515(4,404)-(4,364)
Impairment charge----(1,561)-(1,561)
Amortisation charge (restated) (note 3)--(344)(2,281)--(2,625)
Asset disposals/surrendered-----(2,203)(2,203)
Closing net book value (restated)65,54517,5451,4145,84710,2718,911109,533
Year ended 31 July 2020
Current-----4,2304,230
Non-current (restated)65,54517,5451,4145,84710,2714,681105,303
Closing net book value (restated)65,54517,5451,4145,84710,2718,911109,533
Year ended 31 July 2021
Opening net book value65,54517,5451,4145,84710,2718,911109,533
Additions---1,24923,1673,67228,088
Development costs recognised as an asset----(1,249)-(1,249)
Impairment (note 3)----(530)-(530)
Amortisation charge (note 3)--(414)(2,982)--(3,396)
Asset disposals/surrendered(1,356)(976)(52)(4)-(2,526)(4,914)
Closing net book value64,18916,5699484,11031,65910,057127,532
Year ended 31 July 2021
Current-----3,7123,712
Non-current64,18916,5699484,11031,6596,345123,820
Closing net book value64,18916,5699484,11031,65910,057127,532
Intangibles in progress of $31.7m at balance date is comprised primarily of project to date spend on the Group’s implementation of an
on-premise, perpetually licensed ERP system.
Opening balances, additions, and amortisation for the year ended 31 July 2020 have been restated to reflect a change in policy
relating to the IFRIC Agenda decision on cloud software costs as detailed in the accounting policy section of this note.
In the year, $1.4m of goodwill and $1.0m of brands were derecognised when the Group disposed of its Deep South ice cream
manufacturing operation.
(a) Impairment tests for indefinite life intangibles
As at 31 July 2021 management has determined that there is no impairment of any CGU’s containing goodwill.
For the purposes of goodwill impairment testing, goodwill has been allocated to two CGU groups; the Synlait Milk CGU
(nutritionals, ingredients, fresh milk) and Dairyworks CGU (cheese, butter, yoghurt). The Group’s CGU’s were aligned with
the Group’s operating segments in the year. The impact of this alignment is the reallocation of $6.0m of goodwill and all
other assets from the previous Auckland Blending and Canning CGU to the Synlait Milk CGU.
At 31 July 2021, $58.2m (2020: $59.5m) of goodwill and $16.6m (2020: $17.5m) of brand assets were allocated to the
Dairyworks CGU. $6.0m (2020: $nil) of goodwill and $nil (2020: $nil) of brand assets were allocated to the Synlait
Milk CGU.
The value-in-use calculation uses five-year future cash flows based on Board approved business plans. Based on
projected future cash flows, management has determined that the recoverable amount of each CGU exceeds its carrying
amount and therefore goodwill is not impaired. The business plans were modelled using the following key assumptions:
20212020
Annual revenue growth rates(7.2%) - 15.3%(0.6%) - 7.9%
Allowance for increase in expenses(9.7%) - 8.6%1.9% - 4.0%
Pre-tax discount rate9.5% - 11.7%10.7% - 15.2%
Terminal growth rate2.0%0.0% - 2.0%
The range of annual revenue growth rates and allowance for increase in expenses is primarily attributable to a significant
drawdown of inventory anticipated over the course of the 2022 financial year, followed by a return to a more balanced
level of inventory in the following year.
09. INTANGIBLE ASSETS (CONTINUED)
PAGE 82 & 83ANNUAL REPORT 2021
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.
(b) Forward cover of emissions units
The following table summarises the Group’s emissions units forward cover as at 31 July 2021.
10. LEASES
20212020
Annual revenue growth rates1.5% - 6.4%(30.0%) - 7.9%
Allowance for increase in expenses2.0% - 4.0%1.9% - 4.0%
Royalty rate3.75% - 4.25%25.0%
Post-tax discount rate11.0%8.5% - 11.2%
Terminal growth rate2.0%0.0% - 2.0%
Indefinite life intangibles, which is comprised entirely of brands, have been tested using the relief from royalty method.
Brand royalty rates for the year ended 31 July 2021 are based on a percentage of revenue (2020: percentage of earnings
before interest and taxes). The impairment testing was modelled using the following key assumptions:
NZUs heldAverage cost per unitTotal
# of units$$’000
2021 (January to July)48,54325.361,231
202299,18525.012,481
2023101,66524.482,489
2024101,66537.673,829
202565140.8527
Total351,70928.5910,057
At 31 July 2021 the total fair value of units held by the group was $17.1m based on a quoted price of $48.60 per unit.
Right-of-use assets and lease obligations
Right-of-use assets are initially measured equal to the corresponding present value of the remaining lease liability.
Subsequent additions are measured at the initial amount of the lease obligation adjusted for any lease payments
made at, or before, the commencement date, plus any initial direct costs incurred, less any lease incentives
received.
The ROU asset is subsequently depreciated on a straight-line basis over the shorter of the term of the lease, or
the useful life of the asset determined on the same basis as the Group’s property, plant and equipment. The ROU
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease
obligation.
Lease obligations
The lease obligation is initially measured at the present value of lease payments remaining at the lease
commencement date, discounted using the Group’s incremental borrowing rate. Lease payments included in the
measurement of the lease obligation, when applicable, may comprise fixed payments, variable payments that
depend on an index or rate, amounts expected to be payable under a residual value guarantee and the exercise
price under a purchase, extension or termination option that the Group is reasonably certain to exercise.
The lease obligation is subsequently measured at amortised cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index or rate, if there
is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or
if the Group exercises a purchase, extension or termination option. When the lease obligation is remeasured, a
corresponding adjustment is made to the carrying amount of the ROU asset.
The Group does not recognise ROU assets and lease obligations for short-term leases that have a lease term of
twelve months or less or for leases of low-value assets. Payments associated with these leases are recognised as
an operating expense on a straight-line basis over the lease term within costs and expenses on the consolidated
income statement. The Group has also elected to apply a single discount rate to portfolios of leases with
reasonably similar characteristics.
09. INTANGIBLE ASSETS (CONTINUED)
PAGE 84 & 85ANNUAL REPORT 2021
20212020
$’000$’000
LEASE OBLIGATIONS
Contractual, undiscounted cash flows associated with the Group’s lease obligations are as follows:
Within one year3,7605,061
Between one and five years11,32515,015
Beyond five years1,455 2,443
Total undiscounted lease obligations16,54022,519
Discounted lease obligations recognised on the Company’s consolidated balance sheet are as follows:
Current3,2434,422
Non-current11,77514,838
Total discounted lease obligations15,01819,260
Interest expense on lease obligations for the year ended 31 July 2021 was $0.6m (2020: $0.5m) and is included in finance expense.
Operating lease expense relating to short-term and low-value leases not included in the measurement of lease obligations for the year
ended 31 July 2021 is $1.7m (2020: $1.4m). The Group’s weighted average cost of borrowing at 31 July 2021 was 3.53% (2020: 3.49%).
10. LEASES (CONTINUED)
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 combinations8,9927089,700
Foreign exchange differences(9)-(9)
Balance as at 31 July 202022,2061,23423,440
Balance as at 1 August 202022,2061,23423,440
Additions and acquisitions-243243
Disposals(3,939)(88)(4,027)
Foreign exchange differences22-22
Balance as at 31 July 202118,2891,38919,678
Depreciation
Balance as at 1 August 2019---
Depreciation4,7022464,948
Foreign exchange differences(5)-(5)
Balance as at 31 July 20204,6972464,943
Depreciation
Balance as at 1 August 20204,6972464,943
Disposals(3,939)(88)(4,027)
Depreciation4,3623744,736
Foreign exchange differences8-8
Balance as at 31 July 20215,1285325,660
Carrying amounts
Balance as at 31 July 202017,50998818,497
Balance as at 31 July 202113,16185714,018
PAGE 86 & 87
ANNUAL REPORT 2021
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:
11 Finance income and expenses 89
12 Loans and borrowings 90
13 Share capital 92
14 Share based payments 94
15 Reserves and retained earnings 96
11. 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.
20212020
$’000$’000
Interest income on loans and deposits44134
Total finance income44134
Interest and facility fees(22,223)(21,414)
Capitalised borrowing cost2,3252,089
Interest on leases(590)(452)
Total finance costs(20,488)(19,777)
Loss on derecognition of financial assets(1,045)(1,747)
Net finance costs(21,489)(21,390)
PAGE 88 & 89
ANNUAL REPORT 2021
12. 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.
20212020
Drawn facility
amount
Transaction
costs
Carrying
amount
Drawn facility
amount
Transaction
costs
Carrying
amount
$’000$’000$’000$’000$’000$’000
Working capital facility NZD---68,910-68,910
Working capital facility USD---33,927-33,927
Revolving credit facility33,333-33,333---
Current liabilities33,333-33,333102,837-102,837
Working capital facility NZD60,495-60,495
Working capital facility USD54,928-54,928
Retail bonds180,000(2,353)177,647180,000(2,987)177,013
Revolving credit facility166,667(153)166,514250,000(259)249,741
Non-current liabilities462,090(2,506)459,584430,000(3,246)426,754
(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 $100m maturing 1 October 2023, with $33.3m amortising 31 July
2022 and 31 July 2023.
• A secured revolving credit facility (Facility B) of $50m maturing 1 October 2023.
• A secured revolving credit facility (Facility C) of $50m maturing 1 October 2023.
• A secured working capital facility of NZD $250m maturing 1 October 2022 and temporarily increasing by $80m to
$330m in September 2021, stepping down over six months back to $250m in February 2022.
The Group is subject to capital requirements imposed by its banking syndicate through covenants agreed as part of the
lending facility arrangements. The Group had the interest cover ratio, the total debt to EBITDA ratio and senior debt to
EBITDA ratio covenants as at 31 July 2021 waived in the current year. The Group met all other externally imposed capital
requirements for the twelve months ended 31 July 2021 and 31 July 2020.
The following summarises banking covenants effective for the year ending 31 July 2022:
1. Total shareholder funds of no less than $600.0m at all times.
2. Working capital ratio of no less than 1.5x at all times.
3. Interest cover ratio of no less than 3.0x on and from 31 July 2022.
4. Leverage ratio of no greater than 4.5x for the 31 July 2022 reporting date, increasing to no greater than 4.0x on
and from 31 July 2023.
5. Senior leverage ratio of no greater than 3.0x on and from 31 July 2022.
Retail Bonds
Borrowings under the retail bond programme are supported by a Master Trust Deed and supplemented by the Series
Supplement entered into between the Group and the New Zealand Guardian Trust Company Limited. The retail bonds are
unsecured and unsubordinated. At 31 July 2021, the retail bond had a fair value of $175.0m, based on NZDX valuation.
Nominal interest
rate %
Financial year of
maturity
Carrying
amount 2021
Carrying amount
2020
Secured revolving credit facility (Facility A, B & C) - ANZ/BNZ2.21%2023200,000250,000
Secured working capital facility - ANZ/BNZ - USD1.52%202354,92833,927
Secured working capital facility - ANZ/BNZ - NZD1.96%202360,49568,910
Subordinated retail bonds3.83%2025180,000180,000
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 90 & 91
ANNUAL REPORT 2021
13. 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, 59,068 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
(2020: 83,880). These shares were issued to the participants at no cost. Refer to Note 14 for further information.
On 18 November 2020 32,785,933 shares were granted to participants of an underwritten placement announced on
10 November 2020 for total proceeds of $167.2m. On 1 December 2020 a further 6,429,752 shares were granted to
participants of a share purchase plan for existing shareholders which was also announced on 10 November 2020 for total
proceeds of $32.8m. Total transaction costs for shares issued under the underwritten placement and share purchase
plan were $3.9m for net proceeds of $196.1m.
2021 Shares2020 Shares20212020
$’000$’000
(a) Share capital
Ordinary shares
On issue at beginning of period179,306,908179,223,028268,544268,074
Issue of share capital under employee share plans59,06883,880148470
Issue of share capital under equity raise32,785,933-167,208-
Issue of share capital under underwritten placement6,429,752-32,791-
Transaction costs for issue of share capital--(3,917)-
On issue at end of period218,581,661179,306,908464,774268,544
(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.
None of the above shares are held by the Group or its subsidiaries.
(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 2021 financial period was (13.77) cents (2020: 41.45). Diluted EPS for the 2021 financial period was
(13.75) cents (2020: 41.35).
(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.
PAGE 92 & 93ANNUAL REPORT 2021
14. 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.
The table below sets out the movement in LTI share scheme PSR’s during the year:
20212020
Outstanding 1 August334,880472,934
Granted during the year197,276148,005
Forfeited during the year(92,986)(202,179)
Exercised during the year(59,068)(83,880)
Total380,102334,880
2021 PSRs2020 PSRs
Risk free rate0.21%0.83%
Volatility40.27%37.70%
Share price at entitlement date6.979.79
Share price at grant date5.529.1 8
Total value of options granted at grant date ($000’s)468783
20212020
$’000$’000
(Recoveries)/expenses for equity settled share based payment transactions(610)523
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:
During the period, 59,068 new ordinary shares were granted to participants of the LTI scheme. See Note 13 for further detail.
PAGE 94 & 95
ANNUAL REPORT 2021
15. RESERVES AND RETAINED EARNINGS
(a) Retained earnings
Movements in retained earnings were as follows:
Group
20212020
$’000$’000
(restated)
Balance 1 August322,006247,697
Net (loss)/profit for the year(28,451)74,309
Balance 31 July293,555322,006
(b) Nature and purpose of reserves
(i) Cash flow hedge reserve
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow
hedging instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate to hedged
transactions that have not yet occurred.
(ii) Employee benefits reserve
The current year movement in the employee benefits reserve of ($0.6m) (2020: ($0.3m)) is comprised of the cumulative
share based payment expense for share options not yet vested of $0.2m (2020: $0.5m), vesting of rights during the
period of ($0.8m) (2020: $0.5m) and the related movement in deferred tax asset of $nil (2020: ($0.3m)).
(c) Dividends
No dividends were declared by the Group during the year.
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:
16 Financial risk management 98
17 Financial instruments 106
PAGE 96 & 97ANNUAL REPORT 2021
16. 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.
The Group owns 100% of the shares of Dairyworks Ltd (“Dairyworks”). The financial risks to Dairyworks are 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 that are entered into based on forecast cash receipts or payments,
variability in the expected timing or amounts of future cash flows can lead to ineffective hedging. To mitigate the
risk of ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into
the future the exposure exists given the increasing uncertainty of cash flows. Additionally, the Group’s policy is that
the proportion of risk exposure to be hedged changes on a monthly basis in response to the movement in market
rates. As at 31 July 2021, the Group has hedged 40% of its exposure to forecast foreign exchange risk on sales, and
25% of its exposure to forecast foreign exchange risk on payables, over the following 2 years.
Interest rate risk
Interest rate risk is the risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market
interest rates. The Group is exposed to interest rate risk primarily through its bank overdrafts and borrowings.
The Group manages its interest rate risk by using interest rate swaps to convert a portion of its floating rate debt to
fixed interest rates in relation to the benchmark interest rate element. As interest rate swaps are entered into based
on forecast debt levels, variability in future cash flows and debt levels can lead to ineffective hedging. To mitigate
the risk of ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further
into the future the exposure exists given the increasing uncertainty of cash flows.
The Group has a Board approved treasury policy that sets the parameters to the extent of the cover taken.
The policy requires the Group to hedge 30% to 80% of its exposure to interest rate risk that matures within 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.
PAGE 98 & 99ANNUAL REPORT 2021
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 5.
Synlait Milk Limited guarantees all facilities held by Synlait Milk Finance Limited.
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations as they fall due. The Group evaluates
its liquidity requirements on an ongoing basis and uses a variety of facilities to manage liquidity risk. The Group has
negotiated banking facilities sufficient to meet its medium-term facility requirements.
The Group has internal limits in place in order to reduce exposure to liquidity risk, as well as having committed lines
of credit. It is the Group’s policy to provide credit and liquidity enhancements only to wholly owned subsidiaries.
Market risk
(i) Foreign exchange risk
The Group’s exposure to foreign currency risk at the reporting date was as follows:
20212020
USDAUDEURRMBGBPSGDUSDAUDEUR
$’000$’000$’000$’000$’000$’000$’000$’000$’000
Trade receivables39,4492,664----23,0393,479-
Trade payables(2,618)(179)(227)(95)(87)(4)(7,142)(605)(243)
Working capital facility(38,260)-----(22,487)--
Total(1,429)2,485(227)(95)(87)(4)(6,590)2,874(243)
20212020
Weighted average
interest rate
Nominal
balance
Weighted average
interest rate
Nominal
balance
%$’000%$’000
Less than 1 year4.36%40,0004.26%57,250
1 to 2 years4.36%40,0004.36%40,000
2 to 3 years4.20%30,0004.36%40,000
3 to 4 years3.54%15,0004.20%30,000
4 to 5 years3.56%10,0003.54%15,000
5 to 6 years-%-3.56%10,000
6 to 7 years-%--%-
(ii) Interest rate risk
As at the reporting date, the Group had the following interest rate swap contracts outstanding:
The above balances include forward start swap contracts for various periods and do not necessarily reflect the current active contracts
held at any one point in time.
In managing interest rate risks, the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the longer
term, however, changes in interest rates will have an impact on profit.
20212020
Weighted average
exchange rate
Nominal
balance
Weighted average
exchange rate
Nominal
balance
USD$’000USD$’000
USD
Exports
Less than 1 year0.6694362,3900.6478379,500
1 to 2 years0.7084174,2000.6318192,050
Imports
Less than 1 year0.7053(37,671)0.6368(46,021)
AUD
Exports
Less than 1 year0.92527,467--
The Group’s exposure to foreign currency in the period ended 31 July 2021 is limited to its sales of dairy products,
purchases of raw materials for production and capital equipment purchases. As at the reporting date, the Group had the
following foreign exchange derivative instruments outstanding in respect of future foreign currency transactions:
16. FINANCIAL RISK MANAGEMENT (CONTINUED)
PAGE 100 & 101ANNUAL REPORT 2021
Post-tax impact on the
Income statement
Post-tax impact on cash
Flow hedge reserve (equity)
2021202020212020
$’000$’000$’000$’000
Interest rates
100 basis point increase in interest rate(3,207)(2,879)8381,252
100 basis point decrease in interest rate3,2072,879(866)(1,303)
Foreign exchange rates
5% increase in exchange rate333-24,50227,127
5% decrease in exchange rate357-(27,067)(29,966)
(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.
(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.
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 2021
Working capital facility-115,423--115,423
Trade and other payables264,068---264,068
Loans and borrowings32,56932,594312,331-377,494
Derivative financial instruments10,7707,1671,663-19,600
Lease liabilities3,2433,0897,2751,41115,018
Total310,650158,273321,2691,411791,603
At 31 July 2020
Working capital facility102,837---102,837
Trade and other payables238,771---238,771
Loans and borrowings-149,790276,964-426,754
Derivative financial instruments14,1488352,7821,18818,953
Lease liabilities4,4223,2068,1063,52519,260
Total360,178153,831287,8524,713806,574
16. FINANCIAL RISK MANAGEMENT (CONTINUED)
PAGE 102 & 103ANNUAL REPORT 2021
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 2021
Foreign exchange risk
Foreign exchange contracts (USD)499,95530,55916,15014,40914,409
Interest rate risk
Interest rate swaps40,000-3,451(3,451)(3,451)
Commodity price risk
Dairy commodity futures (NZD)13,866198-276276
Total30,75719,60111,23411,234
At 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
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 $1.0m (2020: $2.8m) and AUD $7.5m (2020: $0) 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.
20212020
Effects of cash flow hedges on
statement of comprehensive
income
Hedging gains/(losses)
recognised in other
comprehensive income
Hedge ineffectiveness
recognised in profit
or loss
Hedging gains/(losses)
recognised in other
comprehensive income
Hedge ineffectiveness
recognised in profit
or loss
$’000$’000$’000$’000
Foreign exchange risk
Forward exchange contracts(9,932)-53,551-
Foreign currency collars3,326---
Interest rate risk
Interest rate swaps--339-
Commodity price risk
Dairy commodity futures276-(8)(299)
Total(6,330)-53,882(299)
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:
20212020
Hedge Reserves$’000$’000
Opening balance12,647(26,148)
Movements attributable to cashflow hedges:
Change in value of effective derivative hedging instruments25,94416,841
Reclassifications to the income statement as hedged transactions occurred(32,274)37,041
Tax expense/(credit)1,772(15,087)
Total movement(4,558)38,795
Closing balance8,08912,647
16. FINANCIAL RISK MANAGEMENT (CONTINUED)
PAGE 104 & 105ANNUAL REPORT 2021
17. 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 profit and loss.
Where financial assets are subsequently measured at amortised cost, interest revenue, credit losses and foreign
exchange gains or losses are recognised in profit or loss. On derecognition, any gain or loss is recognised in profit
or loss. Financial liabilities subsequently measured at amortised cost are measured using the effective interest
method.
Where investments in equity instruments are designated as FVOCI, fair value gains and losses are recognised in
other comprehensive income. Dividends earned from such investments are recognised in profit or loss.
Where financial assets are subsequently measured at FVPL, all gains and losses are recognised in profit or loss.
A key 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.
PAGE 106 & 107ANNUAL REPORT 2021
All financial instruments held at fair value are included in level 2 of the valuation hierarchy as defined in NZ IFRS 13,
with the exception of the retail bonds, which are included in level 1. The retail bonds are listed instruments on the
NZDX and the Group is satisfied there is sufficient trading in these instruments to qualify as an active market.
The fair value of foreign currency forward contracts is determined using forward exchange rates at balance date.
The fair value of foreign exchange option agreements is determined using forward exchange rates at balance date.
The fair value of interest rate swaps is determined using forward interest rates as at reporting date. The fair value of
commodity derivatives is determined using NZX settlement prices.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when
there is a current legally enforceable right to offset the recognised amounts and there is an intention to settle
on a net basis or realise the asset and settle the liability simultaneously. There are master netting agreements in
place for derivative financial instruments held, however these instruments have not been offset in the statement of
financial position as they do not currently meet the criteria for offset.
Impairment of financial assets
The Group has adopted the expected credit loss (“ECL”) model. For further detail please refer to note 5. The Group
assesses whether there is evidence that a financial asset or group of financial assets is impaired, with the exception
of assets that are fair valued through profit or loss. A financial asset or a group of financial assets can be impaired
and the impairment losses are recognised in accordance with IFRS 9. The Group continues to assess if historical
and future objective evidence of impairment exists after the initial recognition of the asset.
Derivative financial instruments - hedge accounting
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk,
foreign exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps, and
commodity derivative contracts.
Derivatives are initially recognised at fair value at the date the derivative contact is entered into and are
subsequently remeasured to fair value at each reporting date. For derivatives measured at fair value, the gain
or loss that results from changes in fair value of the derivative is recognised in earnings immediately, unless the
derivative is designated and effective as a hedging instrument. Hedges of highly probable forecast transactions or
hedges of foreign currency risk of firm commitments are designated as cash flow hedges by the Group, 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.
(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.
17. FINANCIAL INSTRUMENTS (CONTINUED)
PAGE 108 & 109ANNUAL REPORT 2021
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 2021
Cash and cash equivalents16,020--16,020
Derivative financial instruments--30,99630,996
Trade and other receivables108,380--108,380
Instruments in equity-110-110
Total124,40011030,996155,506
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 amortised costAt fair value through
profit or loss
Total
Financial liabilities$’000$’000$’000
At 31 July 2021
Derivative financial instruments-19,60019,600
Working capital facility115,423-115,423
Lease liabilities15,018-15,018
Trade and other payables264,068-264,068
Loans and borrowings377,494-377,494
Total772,00319,600791,603
At 31 July 2020
Derivative financial instruments-18,95318,953
Working capital facility102,837-102,837
Lease liabilities19,260-19,260
Trade and other payables238,771-238,771
Borrowings426,754-426,754
Total787,62218,953806,575
(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 (the fair value of the Retail Bond is shown at note 12).
OTHER
This section contains additional information regarding the performance of the
group during the financial year. This section includes the following notes:
18 Income tax 112
19 Other investments 116
20 Related party transactions 118
21 Contingencies 120
22 Commitments 120
23 Events occurring after the reporting period 121
24 Other accounting policies 121
17. FINANCIAL INSTRUMENTS (CONTINUED)
PAGE 110 & 111ANNUAL REPORT 2021
18. INCOME TAX
Tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss component of
the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, tax is also recognised in other comprehensive income or directly in equity,
respectively.
Current tax is the expected tax payable on taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred
tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based
on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related tax benefit will be realised.
New Zealand tax consolidated group
Synlait Milk Limited and its wholly-owned New Zealand controlled entity, Synlait Milk Finance Limited, form a
tax consolidated group. The New Zealand Dairy Company Limited, Eighty Nine Richard Pearse Drive Limited,
Dairyworks Limited and Synlait Milk (Dunsandel Farms) Limited are not members of the tax consolidated group.
20212020
$’000$’000
(restated)
(a) Income tax expense
Current tax expense
Current tax on loss/profit for the year17,628(21,614)
Current tax on prior period adjustments4044,212
Total18,032(17,402)
Deferred tax expense
Temporary differences(7,204)(6,721)
Changes in tax rates and laws-2,229
Prior year adjustments(356)(4,473)
Change in estimate231-
Tax losses to carry forward-23
Total deferred tax(7,329)(8,942)
Income tax benefit/(expense)10,703(26,344)
(b) Reconciliation of effective tax rate
(Loss)/profit before income tax(39,154)100,653
Income tax using the Group’s domestic tax rate - 28%10,963(28,183)
Non-deductible costs(1,245)(889)
Total9,718(29,072)
Prior year adjustments47(261)
Deferred tax credit relating to changes in tax rates and laws-2,229
Deferred tax credit relating to change in estimate232-
Research and development tax credit750779
Other tax effects for reconciliation between accounting profit and tax expense(44)(19)
Total9852,728
Income tax benefit/(expense)10,703(26,344)
20212020
$’000$’000
(restated)
(c) Imputation credits
Imputation credits available directly and indirectly to the shareholders of the Group84,59098,009
As part of the New Zealand Government’s COVID-19: Economic Response Package, depreciation deductions were
reintroduced for new and existing industrial and commercial buildings from the 2020/21 tax year. The Group determined that,
as a result of this legislative change, the tax base of certain assets had increased, reducing a taxable temporary difference
(deferred tax liability) previously recognised. The impact of these changes resulted in a reduction in deferred tax liabilities and
a reduction in tax expense of $2.2m in the 2020 financial year as noted above.
PAGE 112 & 113ANNUAL REPORT 2021
(d) Income tax recognised in other comprehensive income
The tax credit/(charge) relating to components of other comprehensive income is as follows:
(e) Deferred taxation
The balance comprises temporary differences attributable to:
Before taxTax benefit/(expense)After tax
$’000$’000$’000
31 July 2021
Cash flow hedges(6,330)1,772(4,558)
Other comprehensive income(6,330)1,772(4,558)
31 July 2020
Cash flow hedges53,882(15,087)38,795
Other comprehensive income53,882(15,087)38,795
20212020
$’000$’000
(restated)
Assets
Tax losses carried forward4923
Other items4,2972,793
Total deferred tax assets4,3462,816
Liabilities
Property, plant and equipment(55,995)(46,863)
Derivatives(3,146)(4,918)
Intangible assets(4,638)(4,913)
Total deferred tax liabilities(63,779)(56,694)
Total deferred tax(59,433)(53,878)
Balance
1 Aug 2020
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 2021
$’000$’000$’000$’000$’000$’000$’000
Property, plant and equipment(46,863)(8,823)---(309)(55,995)
Derivatives(4,918)-1,772---(3,146)
Other items2,7931,529---(24)4,298
Tax losses carried forward2349---(23)49
Intangible assets(4,913)274----(4,639)
Total(53,878)(6,971)1,772--(356)(59,433)
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
$’000
(restated)
$’000
(restated)
$’000$’000$’000$’000$’000
Property, plant and equipment(37,023)(5,572)--227(4,495)(46,863)
Derivatives10,169-(15,087)---(4,918)
Other items2,1281,080-(389)(160)1342,793
Tax losses carried forward11223---(112)23
Intangible assets----(4,913)-(4,913)
Total(24,614)(4,469)(15,087)(389)(4,846)(4,473)(53,878)
The opening deferred tax balance relating to intangible assets and profit or loss impact for the year ended 31 July 2020 has been
restated to reflect a change in accounting policy. Please refer to note 9 for further detail.
18. INCOME TAX (CONTINUED)
PAGE 114 & 115ANNUAL REPORT 2021
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.
20212020
$’000$’000
Equity securities110110
Investment in associates-33
Total other investments110143
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
2021
%
2020
%
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 ZealandOrdinary-100
Dairyworks Limited (Subsidiary)New ZealandOrdinary100100
Dairyworks (Australia) Pty Limited (Subsidiary)AustraliaOrdinary100100
Synlait Milk (Dunsandel Farms) Limited (Subsidiary)New ZealandOrdinary100 -
*In December 2020 Synlait Foods (Talbot Forest) Limited was amalgamated with Dairyworks Limited.
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:
20212020
$’000$’000
(Loss)/gain from continuing operations(33)33
Total(33)33
20212020
$’000$’000
Opening balance33-
Share of (losses)/gains(33)33
Total-33
PAGE 116 & 117
ANNUAL REPORT 2021
20. RELATED PARTY TRANSACTIONS
Parent entity
Bright Dairy Holding Limited hold 39.01% of the shares issued by Synlait Milk Limited (2020: 39.02%). Bright Dairy
Holding Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples’
Republic of China.
Other related entities
In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all banking
facilities for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is charged at
market rates.
In January 2015, the Group acquired 25% of the shares of Sichuan New Hope Nutritionals, an infant formula company
registered in China. This company owns and markets the “Akara” and “E-Akara” infant formula brands in the Chinese
market, which are exclusively manufactured by Synlait Milk Limited. New Hope Innovation (Hong Kong) Trading Company
Limited is a related entity of Sichuan New Hope Nutritionals and is engaged in the import and export of dairy foods. Main
products include whole milk powder, skim milk powder and whey powder. The company is the Hong Kong arm of the
Chinese New Hope Dairy group, New Hope Dairy.
In May 2017, Synlait Milk Limited acquired 100% of the share capital of The New Zealand Dairy Company Limited and
Eighty Nine Richard Pearse Drive Limited. The New Zealand Dairy Company Limited was constructing a blending and
canning plant in Auckland, which was subsequently sold to Synlait Milk Limited. 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.
On 1 August 2019, the Group acquired selected assets and liabilities of Talbot Forest Cheese Limited. The acquirer was
a newly incorporated company, Synlait Foods (Talbot Forest) Limited. The acquisition included a cheese manufacturing
plant located in Temuka, New Zealand, capable of manufacturing a variety of cheese products. On 31 December 2020,
Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited.
On 1 April 2020, the Group acquired 100% of the share capital in Dairyworks Limited. Dairyworks Limited specialises
in the processing, packaging, and marketing of dairy products, including cheese, butter, and milk powder. Dairyworks
Limited owns an Australian subsidiary, Dairyworks (Australia) Pty Limited. Refer to the Group’s 31 July 2020 financial
statements for additional information regarding the acquisition of Dairyworks Limited.
On August 2020, Synlait Milk (Dunsandel Farms) Limited was incorporated for the purposes of holding newly acquired
land located adjacent to the Group’s Dunsandel Operations.
Key management and personnel compensation
Other than their salaries and bonus incentives, there are no other benefits paid or due to directors and executive officers
as at 31 July 2021. The total short-term benefits paid to the key management and personnel is set out below.
20212020
$’000$’000
Short term benefits7,1216,398
Share based payments expenses (note 14)(610)523
20212020
$’000$’000
Purchase of goods and services
Bright Dairy and Food Co Ltd - Directors fees267259
Sale of goods and services
Bright Dairy and Food Co Ltd - Sale of milk powder products10,1754,074
New Hope Innovation (Hong Kong) Trading Company Limited - Sale of milk powder products1,2681,773
(b) Transactions with other related parties
(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 2021 (2020: $nil).
(ii) Other transactions and balances
Directors of Synlait Milk Limited own and control 2.4% of the voting shares of the company at balance date (2020: 3.0%)
PAGE 118 & 119ANNUAL REPORT 2021
(c) Outstanding balances
The following balances are outstanding at the reporting date in relation to transactions with related parties other than key
management personnel:
20212020
$’000$’000
Current receivables (sales of goods and services)
Bright Dairy and Food Co Ltd - Sale of milk powder products3,040-
Bright Dairy and Food Co Ltd - Reimbursement of costs(583)(492)
Sichuan New Hope Nutritionals Ltd - Sale of milk powder products-(71)
Sichuan New Hope Nutritionals Ltd - Other costs559292
New Hope Innovation (Hong Kong) - Sale of milk powder products272-
22. COMMITMENTS
(a) Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:
The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have been
included as work in progress.
20212020
$’000$’000
Pokeno modifications16,094-
Pokeno processing plant2,45010,264
Liquid dairy packaging facility-1,188
ERP Implementation6,657-
Separator capacity upgrade-419
Dry Store 475814,100
Pokeno waste water Initiative-571
Dunsandel land and farm assets-25,700
Total25,95952,242
21. CONTINGENCIES
No significant contingent liabilities are outstanding at balance date (2020: indeterminable due to a range of possible
outcomes for the Pokeno land covenant dispute which was settled in the year).
23. EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 17 August 2021 the New Zealand Government, as part of its COVID-19 response, moved the country to Alert Level
4, subsequently moving to Level 3 on 31 August 2021 and Level 2 on 7 September 2021, except for Auckland which
remained at Level 4 until 21 September 2021 when it moved to Level 3. The changes in domestic alert levels are not
expected to result in any further material negative impact to the Group’s financial performance.
On 8 September 2021, the Group announced the proposed restructuring of its workforce. The proposal is not expected
to result in any material restructuring related costs or liabilities.
On 9 September 2021 the Group announced the sale and leaseback of a building and related land located in Auckland.
The sale price is $30.1m with settlement expected to occur on 4 October 2021. The book value of the building and
related land as at 31 July 2021 was $12.2m.
There were no other events which occurred subsequent to balance date which require adjustment to or disclosure in the
financial statements.
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.
20. RELATED PARTY TRANSACTIONS (CONTINUED)
PAGE 120 & 121ANNUAL REPORT 2021
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS OF SYNLAIT MILK LIMITED
KEY AUDIT MATTER
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 2021, 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 51 to 121, present fairly, in all material
respects, the consolidated financial position of the Group as at 31 July 2021, 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 $4,600,000.
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.
Goodwill and Brands Impairment Assessment
At 31 July 2021 the Group has $64.2m of goodwill and $16.6m of
brands on the balance sheet as outlined in Note 9.
The carrying values of goodwill and brands are dependent on the
future cash flows expected to be generated by the underlying
businesses, and there is a risk if these cash flows do not meet the
Group’s expectations that the assets may be impaired.
The Group tests goodwill and brands at least annually by
determining the recoverable amount (the higher of value-in-use
or fair value less costs to sell) of the individual assets where
possible, or otherwise the cash generating units, or groups of cash
generating units, to which the assets belong and comparing the
recoverable amounts of the assets to their carrying values.
The impairment calculations prepared by the Group contain a
number of significant assumptions. Changes in these assumptions
might lead to a change in the carrying value of brands and goodwill.
The Group has calculated the recoverable amount of brands based
on fair value using the relief from royalty method.
The key assumptions applied in the above model are:
• Annual revenue and expense growth rates for the 5 year
forecast period;
• post-tax discount rates;
• royalty rates; and
• terminal growth rates.
The Group has calculated the recoverable amount of each cash
generating unit (“CGU”) or group of CGU’s to which goodwill has
been allocated based on value-in-use models. The key assumptions
applied in the value-in-use models are:
• Annual revenue and expense growth rates for the 5 year
forecast period;
• pre-tax discount rates; and
• terminal growth rates.
In addition, the outbreak of COVID-19 and the subsequent
quarantine measures imposed by the New Zealand and other
governments as well as the travel and trade restrictions imposed
by New Zealand and other countries have caused disruption to
business and economic activity. The impact (known or expected) as
a result of the above for the Group needs to be factored in to the
annual brand and goodwill impairment assessment.
HOW OUR AUDIT ADDRESSED
THE KEY AUDIT MATTER
We considered whether the Group’s methodology for assessing
impairment is compliant with NZ IAS 36: Impairment of Assets.
We focused on testing and challenging the suitability of the models
and reasonableness of the assumptions used by the Group in
conducting their impairment reviews.
Our procedures included:
• Agreeing a sample of future cash flows to Board approved
forecasts;
• Challenging the reliability of the Group’s revenue and expense
growth rates by comparing the forecasts underlying the
growth rates to historical forecasts and actual results of the
underlying businesses (where applicable). This also included
consideration of the impact of COVID-19 on both forecast
revenue and profitability of the CGU’s and brands;
• Assessing the reasonableness of key assumptions and
changes to them from previous years; and
• Assessing management’s determination of cash generating
units and our understanding of the Group’s business and
operating environment.
We used our internal valuation specialists to assist with evaluating
the models and challenging the Group’s key assumptions.
The procedures of the specialist included:
• Evaluating the appropriateness of the valuation methodologies;
• Testing the mathematical integrity of the models;
• Evaluating the Group’s determination of the post-tax
discount rates and royalty rates used in the models through
consideration of the relevant risk factors for each CGU and
brands, the cost of capital for the Group, and market data on
comparable businesses; and
• Comparing the terminal growth rates to market data for the
industry sectors.
We evaluated the sensitivity analysis performed by management
to consider the extent to which a change in one or more of the
key assumptions could give rise to impairment in the goodwill and
indefinite life intangible assets.
PAGE 122 & 123ANNUAL REPORT 2021
KEY AUDIT MATTER
Capitalisation of Software Assets
In April 2021 IFRIC released an agenda decision clarifying the
capitalisation of certain costs related to software implementation,
particularly in circumstances where entities use Software as a Service.
The agenda decision disallows the capitalisation of costs for the
implementation of software as a service arrangements except for
costs relating to the development of customised software code where
the customer maintains control of the code and its future benefits.
As outlined in Note 9, during the year the Group has aligned its
accounting policy to the IFRIC interpretation.
The Group has undertaken an assessment of its previously capitalised
software assets, including those capitalised as part of the current year
ERP implementation, in order to:
1. Determine whether each capitalised asset is within the scope of
the IFRIC agenda decision;
2. Whether historical adjustments are necessary to align previously
capitalised costs to the new accounting policy.
The work undertaken by the Group identified certain historical projects
that did not meet the capitalisation criteria under the new accounting
policy, and which have been adjusted as a restatement of the prior
period financial statements as set out in note 9.
Given the significance of the current year ERP implementation a
detailed assessment of this project has also been undertaken by
management to identify the nature of all costs incurred for the ERP
project and an assessment whether these are capital in nature. To the
extent costs did not meet the capitalisation criteria these have been
expensed in the year ending 31 July 2021 consistent with when the
costs were incurred.
These items are considered a key audit matter due to the complexity
in applying the change of accounting policy to historical projects, as
we all the significance of the ERP implementation project. In particular
we note the following judgements:
• The evaluation of whether historical and current software assets
are within the scope of the IFRIC agenda decision; and
• The decision to capitalise or expense costs relating to the
ERP implementation. This decision depends on whether the
expenditure is considered to relate to development costs that
are directly attributable to the design, testing and implementation
of identifiable and unique software products controlled by the
Group and is guided by the IFRIC agenda decision.
HOW OUR AUDIT ADDRESSED
THE KEY AUDIT MATTER
Our audit procedures included:
• Discussions with management to understand the process
undertaken and context in which management performed its
assessment of the historical capitalised software assets and
current year ERP implementation.
• Reviewing the management assessment of previously capitalised
costs, including the impact of the change in accounting policy.
• Selecting a sample of costs from the management assessment
to ensure the nature of these costs were consistent with
managements assessment and the decision to adjust / not adjust
was aligned to the IFRIC agenda decision.
• Reviewing the fixed asset register to ensure that all material
historical capitalised costs were included in the assessment.
• Reviewing the relevant contractual arrangements for capitalised
assets including those relating to the current year ERP
implementation.
• Reviewing and challenging key judgements in determining which
costs are deemed to be in relation to Software as a Service
arrangements.
• Obtaining breakdowns of costs incurred for the ERP
implementation and performing substantive tests of details in
relation to the costs capitalised to ensure such costs qualified as
capital costs.
• Reviewing presentation and disclosure of the change in
accounting policy, including the correction of previously
capitalised costs in the current year.
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.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If so, we are
required to report that fact. We have nothing to report in this regard.
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.
A further description of our responsibilities for the audit of the consolidated financial statements is located on the
External Reporting Board’s website at: 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.
Mike Hawken
Partner for Deloitte Limited
Christchurch, New Zealand
24 September 2021
PAGE 124 & 125ANNUAL REPORT 2021
Synlait Dunsandel’s pink health
and safety walkway provides a
healthy and efficient way for staff
and contractors to get around site.
The pathway gives staff moving
between the administration building
and our Advanced Dairy Liquid
Packaging Facility – a distance
of 420m – a choice of an internal
corridor or external pathway, and
the opportunity to walk or cycle to
buildings along the pathway route.
The pink, three metre wide dual lane
pathway is well defined, has right of
way, and stands out from the road.
The non-slip aggregate surface
makes it suitable for alternate modes
of transport as well as walkers, and
the well thought-out road signs
add another safety dimension.
It continues to be a huge success.
KEEPING OUR
PEOPLE SAFE
The pink pathway at Synlait Dunsandel provides
a safe and healthy way for staff to get around site.
PAGE 126 & 127ANNUAL REPORT 2021
The Synlait Dunsandel staff cafe provides ample
space for staff to connect over their breaks.
STATUTORY
INFORMATION
Synlait is a milk nutrition company. We combine expert farming with state-of-the-art processing to produce a range of
nutritional milk products.
On 3 August 2020, Synlait Milk (Dunsandel Farms) Limited was incorporated to hold newly acquired farmland adjacent
to our Dunsandel facility. The acquisition of the farmland enables us to pursue several strategic supply chain and
sustainability initiatives that will support Synlait Dunsandel’s long-term operation and expansion.
On 31 December 2020, Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited to reflect the
operational integration of the two companies.
There were no other changes to the Company or its subsidiaries during the year.
01. BUSINESS OPERATIONS
ANNUAL REPORT 2021PAGE 128 & 129
Synlait’s Directors are profiled on our website synlait.com/people/. This table sets out the directors of the Synlait group
companies as at 31 July 2021, with changes during the financial year also noted:
Synlait has considered the independence of its three Independent Directors against the definition in the NZX Listing
Rules, the commentary to Recommendation 2.4 in the Code, and its Board Charter and is satisfied that its Independent
Directors meet the requirements for independence.
As permitted by waivers from the NZX Listing Rules, Bright Dairy Holding Limited, a shareholder in Synlait, is entitled to
appoint four directors to Synlait’s Board. One of those Directors must ordinarily reside in New Zealand and have local
commercial and governance experience appropriate for an NZX listed company. Currently that Director is the Hon. Ruth
Richardson.
02. DIRECTORS
Company Directors AppointmentAppointed
Synlait Milk Limited
Synlait Milk Finance Limited
Graeme Milne ONZM (Chair) Independent23 March 2006
Sam Knowles Independent4 July 2013
Simon RobertsonIndependent25 November 2020
1
Dr John PennoBoard Appointed21 July 2013
2
Hon. Ruth RichardsonBright Dairy Appointed16 November 2009
3
Sihang YangBright Dairy Appointed11 November 2010
Qikai LuBright Dairy Appointed8 December 2015
Min BenBright Dairy Appointed29 November 2016
Bill RoestIndependent8 May 2013
4
The following declarations of interest were made by Directors of Synlait and its subsidiaries under section 140(2) of the
Companies Act 1993 during the year to 31 July 2021:
03. DIRECTOR INTERESTS
Graeme Roderick Milne ONZM
Chairman Synlait Milk Limited
Chairman Pro-Form Limited Advisory Board until 28 February 2020
Chairman Braemar Hospital Limited from 1 October 2020
Director Synlait Milk Finance Limited
Director Eighty Nine Richard Pearse Drive
Director The New Zealand Dairy Company Limited
Director of Dairyworks Limited until 10 November 2020
Chairman Terracare Fertilisers Limited
Director Alliance Group Limited
Director Elviti Holdings Limited until 14 August 2020
Director NZP Holdings Limited until 14 August 2020
Director New Zealand Pharmaceuticals Limited until 14 August 2020
Director of Nyriad Limited until 21 October 2020
Director Nyriad Trustee Services Limited from 21 October 2020
Director of Nyriad Nominee Limited
Chairman of PF Olsen Limited
Director PF Olsen Group Ltd
Chairman of Advisory Board Rimanui Farms Limited
Council member Waikato University
Member of Zespri Director Remuneration Committee
Trustee Rockhaven Trust
Partner GR & JA Milne
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Company Directors
The New Zealand Dairy
Company Limited
Graeme Milne ONZM (Chair)
Deborah Marris
Eighty Nine Richard Pearse
Drive Limited
Graeme Milne ONZM (Chair)
Deborah Marris
Synlait Business Consulting
(Shanghai) Co., Limited
Deborah Marris
Martijn Jager (Chair)
Boyd Williams
Synlait Foods (Talbot Forest) LimitedLeon Clement until 31 December 2020
Dairyworks LimitedDr John Penno (Chair) until 10 November 2020, and then re-appointed on 28 April 2021
Graeme Milne until 10 November 2020
Leon Clement until 28 April 2021
Sam Knowles until 10 November 2020
Tim Carter
Dairyworks Australia (Pty) LimitedCraig Stevens
Deborah Marris
Synlait Milk (Dunsandel Farms) LimitedLeon Clement until 28 April 2021
Angela Dixon until 20 May 2021
Deborah Marris
1
Simon was elected to the Board by Synlait’s shareholders at the Annual Meeting held on 25 November 2020.
2
John had previously been a Director of Synlait Limited, which has since been removed from the Register of Companies. When first appointed
to the Board of Synlait Milk Limited, John was CEO and Managing Director. In November 2018, following stepping down as CEO, he became
the Board Appointed Director. In May 2021 John became Interim CEO following the resignation of Leon Clement. John remains the Board
Appointed Director.
3
When first appointed to Synlait Milk Limited, Ruth was an Independent Director. In 2013, she became a Bright Dairy appointed Director.
4
Bill retired from the Board on 25 November 2020 at Synlait’s Annual Meeting.
5
Synlait Foods (Talbot Forest) Limited was amalgamated with Dairyworks Limited on 31 December 2020.
PAGE 130 & 131
ANNUAL REPORT 2021
Simon Robertson
Director Synlait Milk Limited from 25 November 2020
Director Synlait Milk Finance Limited from 25 November 2020
Director Alliance Group Limited from 21 June 2021
Director Ballance Agri-Nutrients Limited
Director Independent Timber Merchants Co-operative Limited
Trustee Robertson Family Trust
Trustee Norman Family Trust
Trustee G R Foot Trust
Shareholder in Synlait Milk Limited
Receipt of Directors’ Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Dr John William Penno
Board Appointed Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Dairyworks Limited until 10 November 2020, and then from 28 April 2021
Director Sichuan New Hope Nutritional Foods Co., Limited until 24 August 2020
Director Okuora Holdings Limited
Director Wangapeka River Hops Limited
Director The Pure Food Co Limited
Director Leaft Foods Limited
Director Thorndale Dairies Limited
Director The New Zealand Merino Company Limited from 15 October 2020
Trustee John Penno Trust
Shareholder in Okuora Holdings Limited (and through Okuora Holdings Limited, Pastoral Robotics Limited, Signum Holdings Limited
and The Pure Food Co Limited)
Shareholder Leaft Foods Limited
Shareholder in Thorndale Dairies Limited
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Qikai Lu
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Receipt of Directors' Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Hon. Ruth Margaret Richardson
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Ruth Richardson (NZ) Limited
Chair New Zealand Merino Company Limited until 15 October 2020
Director Bank of China (NZ) Limited until 11 March 2021
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Ian Samuel (Sam) Knowles
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Director of Dairyworks Limited until 10 November 2020
Director Rangatira Limited
Director Westpac New Zealand Limited from 20 September 2021
Director Fire Security Services 2016 Limited
Director Umajin Limited
Chairman On-Brand Limited
Director On-Brand Partners Limited
Chairman CFB Group Inc from December 2020
Chairman Adminis Limited
Director Magritek Limited until 30 June 2021
Director Com Investments Limited
Director Growthcom Limited
Director of Montoux Limited
Trustee Ruby Family Trust
Trustee WWF NZ
Trustee Com Trust
Trustee Ian Samuel Knowles Children’s Trust
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
PAGE 132 & 133
ANNUAL REPORT 2021
Leon Clement
8
Director Synlait Foods (Talbot Forest) Limited until 31 December 2020
Director Synlait Milk (Dunsandel Farms) Limited until 28 April 2020
Director of Dairyworks Limited until 28 April 2020
Director POD Farming Limited until 16 November 2020
Shareholder POD Farming Limited until 16 November 2020
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Boyd Williams
Director Synlait Business Consulting (Shanghai) Co. Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Angela Dixon
9
Director Synlait Milk (Dunsandel Farms) Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Martijn Jager
Director Synlait Business Consulting (Shanghai) Co. Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Tim Carter
Director Dairyworks Limited from 10 November 2020
Director Niko Holdings 2003 Limited
Shareholder Tatahi Holdings Limited
Shareholder Niko Holdings 2003 Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Robert Stowell
Sidewinder Capital Limited
DRKM Holdings Limited
The Bucket List Company Limited
Deborah Marris
Director Synlait Business Consulting (Shanghai) Co. Limited
Director Primary Collaboration New Zealand Limited
Director Synlait Milk (Dunsandel Farms) Limited from 20 May 2021
Director Eighty Nine Richard Pearse Drive Limited from 20 May 2021
Director Canterbury Grasslands Limited from 1 June 2021
Director BFGM Limited
Shareholder BFGM Limited
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
No Director requested to disclose or use information in their possession as a Director of Synlait or its subsidiaries that
would not otherwise have been available to him or her. As permitted by section 162 of the Companies Act 1993 and our
Constitution Synlait indemnifies and insures Directors and Officers against liability to other parties that may arise in the
course of their activities as a Director or Officer. Details of the indemnities and insurance are kept in Synlait’s Interests
Register. This cover does not apply to any liabilities arising from criminal or reckless acts by our Directors or Officers.
7
Bill retired from the Board on 25 November 2020 at Synlait’s Annual Meeting.
8
Resigned as Synlait CEO in April 2021.
9
Resigned at CFO in May 2021.
Min Ben
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Receipt of Directors' Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Sihang Yang
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Receipt of Directors' Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
Willem Jan (Bill) Roest
7
Director Synlait Milk Limited
Director Synlait Milk Finance Limited
Director Housing Foundation Limited
Trustee New Zealand Housing Foundation
Trustee WJ & IJ Family Trust
Shareholder in Synlait Milk Limited
Receipt of Directors' Fees from Synlait Milk Limited at approved rate
Insurance cover arranged by Synlait Milk Limited
Deed of Indemnity and Access from Synlait Milk Limited
PAGE 134 & 135
ANNUAL REPORT 2021
This table sets out the relevant interests held by Directors in securities issued by Synlait:
05. DIRECTOR HOLDINGS
Directors Securities held (legally or beneficially) as at 31 July 2021Securities held (legally or beneficially) as at 31 July 2020
Graeme Milne ONZM 82,556 ordinary shares72,753 ordinary shares
Sam Knowles64,803 ordinary shares55,000 ordinary shares
Simon Robertson13,324 ordinary shares 0
Dr John Penno5,109,803 ordinary shares 5,100,000 ordinary shares
Hon. Ruth Richardson66,025 ordinary shares56,222 ordinary shares
Min Ben 0 0
Qikai Lu00
Sihang Yang00
Bill Roest
12
30,495 ordinary shares 27,750 ordinary shares
This table sets out total remuneration and the value of other benefits received by Synlait Directors during the year
ended 31 July 2021:
Directors Role Remuneration
Graeme Milne ONZMDirector
Board Chair
$178,000
Sam KnowlesDirector
People, Environment and Governance
Committee Chair
$100,900
Simon Robertson
11
Director
Audit and Risk Committee Chair
$71,169
Dr. John PennoDirector $88,900
Hon. Ruth RichardsonDirector$88,900
Min Ben Director $88,900
Qikai LuDirector $88,900
Sihang YangDirector$88,900
Bill Roest
12
Director
Audit and Risk Committee Chair
$33,186
The annual fees paid to Directors of Synlait, as approved by shareholders on 27 November 2019 and effective 1
April 2020, are:
04. DIRECTOR REMUNERATION
Directors, excluding the Chair and Committee Chairs$88,900
Board Chair$178,000
Audit and Risk Committee Chair$104,150
People Environment and Governance Committee Chair$100,900
For the purposes of section 148(2) of the Companies Act 1993, the following disclosures were made by the
Directors in respect of the increases in their shareholdings as part of the issue of new shares completed by Synlait
on 1 December 2020:
DirectorsNew ordinary shares subscribed for PriceTransaction Date
Graeme Milne ONZM9,803 ordinary shares$5.10 per ordinary share1 December 2020
Sam Knowles9,803 ordinary shares$5.10 per ordinary share1 December 2020
Simon Robertson3,325 ordinary shares$5.10 per ordinary share1 December 2020
Dr John Penno9,803 ordinary shares$5.10 per ordinary share1 December 2020
Hon. Ruth Richardson9,803 ordinary shares$5.10 per ordinary share1 December 2020
Sihang Yang0N/A
Qikai Lu0N/A
Min Ben0N/A
Bill Roest
10
2,745 ordinary shares$5.10 per ordinary share1 December 2020
10
Bill retired from the Board on 25 November 2020 at Synlait’s Annual Meeting.
Fees are not paid to Directors or employees of Synlait for acting as a Director of any Synlait subsidiaries.
11
Simon was elected to the Board by Synlait’s shareholders at the Annual Meeting held on 25 November 2020.
12
Bill retired from the Board on 25 November 2020 at Synlait’s Annual Meeting.
PAGE 136 & 137
ANNUAL REPORT 2021
In the year to 31 July 2021, Synlait’s total payments to its auditors, Deloitte, were as follows:
08. AUDITORS
Dairyworks Limited, a subsidiary of Synlait, made cheese donations to a value of $11,200 in the year to 31 July 2021.
These were the only donations made by the Synlait group in the financial year.
07. DONATIONS
Chief Executive Officer Remuneration
The table below sets out remuneration paid to Synlait’s Chief Executive Officer in the year to 31 July 2021:
RemunerationLeon Clement
13
Dr John Penno
14
Salary$915,236N/A
Total fees paidN/A$249,999 plus GST
KiwiSaver employer contribution$27,457N/A
Medical insurance employer contribution$1,096N/A
Short term incentive scheme
15
N/AN/A
Long term incentive scheme$109,828N/A
Total remuneration$1,053,617$249,999 plus GST
Audit and assurance fees$355,753
Tax compliance and accounting fees$69,217
Percentage non-audit 16%
Percentage audit 84%
During the year ended 31 July 2021, 391 employees (including former employees) of Synlait and its subsidiaries (not being
Directors) received remuneration and other benefits, in their capacity as employees, of $100,000 or more, as set out below:
06. EMPLOYEE REMUNERATION
Salary bracket ($)Number of employees
100,000 – 110,000 103
110,000 – 120,00066
120,000 – 130,00061
130,000 – 140,00021
140,000 – 150,00032
150,000 – 160,00025
160,000 – 170,00010
170,000 – 180,00016
180,000 – 190,0007
190,000 – 200,0003
200,000 – 210,00010
210,000 – 220,0008
220,000 – 230,0006
240,000 – 250,0001
250,000 – 260,0003
260,000 – 270,0002
280,000 – 290,0001
340,000 – 350,0002
350,000 – 360,0001
380,000 – 390,0001
410,000 – 420,0001
430,000 – 440,0003
470,000 – 480,0002
480,000 – 490,0002
500,000 – 510,0001
550,000 – 560,0002
1,050,000 – 1,060,0001
Total391
These figures also include the value of shares issued to employees under the 2018 Long Term Incentive Scheme during the year
to 31 July 2021.
Synlait’s Strategic Remuneration Policy is approved by Synlait’s People, Environment and Governance Committee. That
Committee also reviews and recommends to the Board the remuneration of the Chief Executive Officer and the Executive
Leadership Team.
13
Leon resigned as CEO with effect from 28 April 2021.
14
John assumed the role of Interim CEO with effect from 1 May 2021.
15
Synlait does not pay short term incentives.
PAGE 138 & 139
ANNUAL REPORT 2021
According to notices given under section 280(1)(b) of the Financial Markets Conduct 2013, the following are Synlait’s
substantial product holders as at 31 July 2021. The number of shares owned is as advised by the shareholder in their last
Substantial Security Holder Notice.
Substantial Product HolderNumber of ordinary shares in
which relevant interest is held
Percentage of 218,581,661 Ordinary
Shares on issue owned as at 31 July 2021
Bright Dairy Holding Limited85,266,60539.0
The a2 Milk Company Limited43,352,50919.8
FIL Group Limited18,462,8778.4%
Total147,081,99167.2%
Synlait had the following securities on issue as at 31 July 2021:
• 218,581,661 ordinary shares
• 180,000,000 subordinated bonds.
Set out below are Synlait’s 20 largest shareholders as at 31 July 2021:
10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS
Number of shares held Percentage of ordinary shares
01. Bright Dairy Holding Limited85,266,60539.0%
02. The a2 Milk Company (NZ) Limited43,352,50919.8%
03. FIL Limited18,462,8778.4%
04. The Vanguard Group, Inc.5,835,2252.7%
05. John Penno 5,109,8032.3%
06. First NZ Capital Custodians Limited (Various Private Investors)2,299,8271.1%
07. Salt Funds Management Limited2,238,8901.0%
08. Oneroa Fish & Chip Family Trust1,584,0000.7%
09. BlackRock, Inc. 1,559,4380.7%
10. Abu Dhabi Investment Authority 1,408,4480.6%
11. Smartshares Limited 1,407,5090.6%
12. Guardians of New Zealand Superannuation1,283,9020.6%
13. Norges Bank Investment Management (NBIM) 1,227,8270.6%
14. Accident Compensation Corporation 1,167,6660.5%
15. Mitsubishi UFJ Financial Group, Inc. 1,070,5680.5%
16. Paul & Bronwyn Lancaster1,055,6230.5%
17. Therese Roche900,0000.4%
18. Dimensional Fund Advisors LP883,1130.4%
19. Wilson Asset Management (International) Pty. Ltd.729,6460.3%
20. Simplicity NZ Limited699,3830.3%
Total 177,542,85981.0%
Synlait’s ordinary shares have been listed on the NZX Main Board since 23 July 2013 (ticker code: SML). On 24 November
2016 Synlait completed a compliance listing on the ASX as a foreign exempt issuer (ticker code: SM1). As an ASX foreign
exempt issuer, Synlait complies with the NZX Listing Rules (other than as waived by NZX Regulation) and is exempt from
complying with most of the ASX Listing Rules, as set out in ASX Listing Rule 1.15. In November 2020, Synlait successfully
completed a $200 million equity raising to complete the investment phase of its strategy and strengthen its balance
sheet. The equity raise comprised a $180 million underwritten placement at a fixed price of NZ$5.10 per share and a
$20 million underwritten share purchase plan at the same share price. In December 2019, Synlait issued $180 million of
unsecured, subordinated, fixed rate bonds with an interest rate of 3.83% per annum. These securities are quoted and
trade on the NZX Debt Market (ticker code: SML010).
09. STOCK EXCHANGE LISTINGS
Set out below are Synlait’s 20 largest bondholders as at 31 July 2021:
Number of bonds heldPercentage of total bonds
01. Custodial Services Limited41,587,00023.1%
02. Hobson Wealth Custodian Limited28,406,00015.9%
03. FNZ Custodians Limited23,146,00012.6%
04. Tea Custodians Limited Client Property Trust Account 22,115,00012.3%
05. Forsyth Barr Custodians Limited9,514,0005.3%
06. Citibank Nominees (New Zealand) Limited5,400,0003.0%
07. RGTKMT Investments Limited3,275,0001.8%
08. Sierra Investments Limited2,713,0001.5%
09. National Nominees Limited2,639,0001.5%
10. JB Were (NZ) Nominees Limited 2,189,0001.2%
11. FNZ Custodians Limited 1,265,0000.7%
12. Hugh McCracken Ensor994,0000.6%
13. JP Morgan Chase Bank NZ Branch905,0000.5%
14. Francis Horton Tuck800,0000.4%
15. Falstaff Investments Limited768,0000.4%
16. FNZ Custodians Limited766,0000.4%
17. Investment Custodial Services Limited631,0000.4%
18. Sterling Holdings Limited550,0000.3%
19. Zhuang Yin550,0000.3%
20. JB Were (NZ) Nominees Limited423,0000.2%
Total148,636,00082.4%
PAGE 140 & 141
ANNUAL REPORT 2021
Synlait does not have a credit rating.
The spread of Synlait’s bondholders as at 31 July 2021 is as follows:
12. CREDIT RATING
Size of holding Number of holdersPercentage of holders Total number of bonds Percentage issued
1 – 1,00000%00%
1,001 – 5,000556.1%275,0000.1%
5,001 – 10,00016318.1%1,590,0000.9%
10,001 – 50,000 55161.0%15,544,0008.6%
50,001 – 100,000778.5%6,434,0003.6%
100,001 and over 576.3%156,157,00086.8%
Total903100%180,000,000100%
The spread of Synlait’s ordinary shareholders as at 31 July 2021 is as follows:
11. SPREAD OF PRODUCT HOLDERS
Size of holding Number of investors Percentage of investors Total number of shares Percentage issued
1 – 1,0003,35943.8%1,518,7150.7%
1,001 – 5,0002,90838.0%7,493,5253.4%
5,001 – 10,0007339.6%5,447,7832.5%
10,001 – 50,000 5607.3%10,829,7674.9%
50,001 – 100,000460.6%3,215,8161.5%
100,001 and over 500.7%190,076,05587.0%
Total7656100%218,581,661100%
On 10 November 2020 Synlait was granted waivers by NZX Regulation in relation to the share offer completed in 2020
(“Share Offer”) comprising a NZ$180 million placement of shares (“Placement”) and a $20 million share purchase plan
(“Share Purchase Plan”) (“Synlait Waiver”). A condition of the Synlait Waiver was that it was disclosed in the Share Offer
document and in our Annual Report.
The Synlait Waiver provides waivers from Listing Rules 4.5.1, 4.5.1(e)(iii), 4.19.1 and 5.2.1 as set out below (with the
conditions):
• Waiver from Rule 4.5.1 to the extent required to allow any shares offered in the Share Purchase Plan and not taken up
by existing shareholders to be issued to other persons without requiring approval by ordinary resolution.
• Conditions: The waiver only applied to shares offered to existing shareholders under the Share Purchase Plan
and as a result of the Share Purchase Plan being undersubscribed were offered to other persons and when
aggregated with the number of shares under the Placement would exceed the 25% threshold in Rule 4.5.1. The
Share Purchase Plan was required to be fully underwritten.
• Waiver from Rule 4.5.1(e)(iii) to the extent that the level of participation of Bright Dairy would be determined according
to criteria applying to all persons participating in the Placement.
• Conditions: Two directors of Synlait (not associated with Bright Dairy) were required to certify to NZX that:
• Synlait was not unduly influenced by Bright in its decision to permit Bright to participate in the Placement at a
higher level of participation than other persons;
• Bright will not be involved in or influence any allocation decision in relation to the Placement;
• Bright will not derive any benefit as a result of its higher level of participation other than to avoid its holding
in Synlait being diluted as a consequence of the Share Offer.
• Waiver from Rule 4.19.1 to the extent that the allotment of shares to Bright in respect of the subscriptions received
under the Placement to occur within 10 business days of the closing date for the Placement.
• Conditions: The allotment of shares to Bright occurs in part on the Placement allotment date and in part on the
Share Purchase Plan allotment date.
• Waiver from Rule 5.2.1 to the extent that Synlait would otherwise require Synlait to obtain approval of shareholders to
enter into a material transaction with any related party in connection with the Placement (referred to as a
relevant party).
• Conditions: Two directors of Synlait (not associated with any relevant party) certifying to NZX that:
• Synlait was not unduly influenced in its decision to undertake the Placement by the relevant parties;
• The relevant parties who participate in the Placement will not be influence any allocation decision in the
Placement;
13. NZX WAIVERS
PAGE 142 & 143ANNUAL REPORT 2021
• The relevant party will not derive any benefit as a result of the related party relationship other than solely
through participation in the Share Offer on the same terms as all other participants; and
• Entry into the Placement is in the best interests of Synlait’s shareholders.
• The effect of the NZX Waivers in the context of the Share Offer is to permit:
• an increased number of shares (from what is otherwise provided for under the Listing Rules) to be issued under
the Share Offer without shareholder approval;
• the Share Offer to be fully underwritten, to allow any shares not taken up by eligible shareholders under the
Share Offer to be issued to other persons without requiring shareholder approval (which when aggregated with
the number of Shares issued under the Placement, may exceed the Placement threshold provided under the
Listing Rules as modified by the Class Waiver);
• Bright, The a2 Milk Company Limited and other related parties to be issued Shares in the Placement having an
aggregate value above 10% of Synlait’s average market capitalisation without shareholder approval; and
• Bright to be issued such number of shares under the Placement that will ensure it is not diluted as a result of the
Share Offer, which would otherwise cause Bright to lose its director appointment rights under the Constitution.
Further details of these director appointment rights are included in the Annual Report.
Synlait also made the Share Offer relying on the Class Waiver and ruling issued by NZX Regulation dated 30 September
2020 (Class Waiver). The Class Waiver provides a waiver from Listing Rule 4.5 and a ruling in relation to the definition of
“share purchase plan”.
A copy of the Synlait Waiver and Class Waiver is are available at nzx.com and asx.com.au under the ticker code “SML”
and “SM1”, respectively). All of the conditions in the Synlait Waiver have been met.
Synlait continues to rely on waivers granted on 27 November 2019 from various NZX Listing Rules, allowing our
Constitution and Board composition to reflect our non-standard governance arrangements, as described below.
Synlait listed on the NZX on the basis that Bright Dairy and Food Co Limited would be able to continue to consolidate
Synlait into its group financial statements (that are prepared under China GAAP). At the time, Bright Dairy agreed
with Synlait that for so long as Bright Dairy continued to hold between the Initial Percentage (being 39.119%) and
50% (inclusive) of the shares in Synlait in each case calculated in accordance with clause 22.5 of the Constitution
(so as to exclude shares issued under employee share schemes or director remuneration), the following governance
arrangements will apply to Synlait:
The Board comprises eight directors, made up of the following:
• Four directors appointed by Bright Dairy (the Bright Dairy Directors):
• none of whom (i) are required to retire from rotation under the NZX Listing Rules, or (ii) are subject to removal by
ordinary resolution of shareholders;
• one of whom must be ordinarily resident in New Zealand and be a director of such standing and with such
commercial and governance experience in New Zealand as is appropriate for a director of a NZX listed company
– the Hon. Ruth Richardson is the current Bright Dairy Director meeting this requirement; and
• all of whom are required to have appropriate skills and experience to ensure that Synlait has a suitable mix of
skills and experience on the Board;
• Three directors who are not appointed by Bright Dairy and who must be Independent Directors; and
• One Managing Director, or, if a Managing Director is not appointed, a Board Appointed Director, who will be appointed
by the Board. The current Managing Director or Board Appointed Director, and any Director proposed to fill that role,
cannot vote on the appointment or replacement of the Managing Director or Board Appointed Director (as applicable).
Consequently, Bright Dairy controls the composition of the majority of the Board as it has four out of seven votes on
this appointment. Synlait does not currently have a Managing Director, but does have a Board Appointed Director,
being Dr John Penno, (together, these are the Governance Arrangements).
A summary of the waivers permitting these Governance Arrangements is set out below:
• The NZX Listing Rules allow Bright Dairy to appoint representatives to the Board so long as the proportion of the
Board made up by their representatives is not greater than the proportion of the total shares in Synlait that they own.
A waiver was required to permit Bright Dairy to appoint four Directors, or 50% of the Board, as Bright Dairy owns less
than 50% of the shares in Synlait.
• The NZX Listing Rules prevent Directors from appointing alternates to act for in their place if they cannot attend Board
meetings unless a majority of their co-Directors agree. A waiver has been granted to permit Synlait’s Constitution to:
• allow a Bright Dairy Director to appoint another Bright Dairy Director to exercise their voting rights at a Board
meeting they are unable to attend; and
• prohibit the non-Bright Dairy Directors from appointing alternate Directors. Synlait considers that it is important
that Directors are encouraged to attend all meetings.
• The NZX Listing Rules require that Synlait’s constitution permit a Director to vote on a decision in which they are
interested, where that matter is one in respect of which Directors are required by the Companies Act 1993 to sign a
certificate or relates to an indemnity contemplated by section 162 of the Companies Act. A waiver has been granted
to allow Synlait’s Constitution to prohibit the Managing Director (if it has one, which it doesn’t currently) from voting or
being part of the quorum on matters relating to his/her remuneration under any circumstances.
PAGE 144 & 145ANNUAL REPORT 2021
• The NZX Listing Rules prevent the imposing of conditions on who may be appointed as a Director, except as
specifically contemplated by the Rules. A waiver has been granted so that Synlait is permitted to required that
persons who may be appointed to the three non-Bright Dairy Director positions must be independent.
These waivers are subject to the conditions that:
• Bright Dairy continues to hold no less than 39.119% of Synlait’s shares, calculated in accordance with Synlait’s
Constitution.
• the Governance Arrangements are contained in Synlait’s Constitution and will cease to apply when Bright Dairy
ceases to own between 39.119% and 50% (inclusive) of the shares in Synlait, calculated in accordance with Synlait’s
Constitution.
• Full and accurate disclosure of all material aspects of the Governance Arrangements and Synlait’s reliance on these
waivers is made in any offer document, and in every annual report while these waivers are being relied on.
• Synlait continues to bear a non-standard designation to notify the market of its unique governance arrangements.
• The quorum for a Board meeting must include two Independent Directors, and Synlait must have three Independent
Directors (compared to the two Independent Directors required by the NZX Listing Rules).
• Immediately on Bright Dairy ceasing to hold 39.119% of the shares in Synlait, Synlait comply with the provisions in
its Constitution requiring that some of the Bright Dairy Directors must resign to keep the proportion of Bright Dairy
Directors on the Board consistent with the proportion of the total shares in Synlait owned by Bright Dairy.
• Bright Dairy Directors must retire by rotation at the next annual meeting following the drop in shareholding below that
threshold, irrespective of whether they have been the longest in office.
A copy of these waivers, and other waivers Synlait has obtained, or relied on can be found in the investor centre of
Synlait’s website.
Synlait’s statement on the extent to which Synlait has followed the recommendations in the NZX Corporate Governance
Code during the year to 31 July 2021 can be found at: synlait.com/investors/corporate-governance
Synlait’s operating subsidiaries operate largely independently from Synlait. Synlait does not require them to comply with
the recommendations in the Corporate Governance Code.
14. NZX CORPORATE GOVERNANCE CODE
This table sets out the gender composition of Synlait’s Directors and Officers (CEO and direct reports to CEO)
as at 31 July 2021. The prior year’s comparison is in brackets.
15. GENDER COMPOSITION
Group FemaleMale Total
Board 2 (2) 6 (6) 8 (8)
Officer 2 (3) 7 (6) 9 (9)
Total4 (5)13 (12)17 (17)
Synlait’s Diversity and Inclusion Policy promotes a culture of diversity and inclusiveness, putting in place appropriate
strategies and measurable objectives. We aim to achieve three main goals:
• Workforce diversity – employ, develop and retain more women and Māori.
• Diversity through leadership – empower and equip our people leaders to recruit, develop and retain a diverse and
competent workforce.
• Workforce inclusion – foster a culture that encourages flexibility and fairness, to enable all employees to realise their
potential, and thereby increase employee retention.
To help us meet these goals we have our Mātua (Parental Leave) Policy and our Tāwariwari (Flexible Working) Policy,
and we offer unconscious bias training and report to the Board on candidate diversity. Our success will be measured
against the following as at the end of 2023. The prior year’s comparison is in brackets:
16. PERFORMANCE AGAINST DIVERSITY POLICY
MeasureProgress at 31 July 2021 – compared to FY20
Reduction of the gender pay gap to ≤ 5%10% (13%)
40-50% of leadership positions
(people leaders, supervisors, specialist roles and senior leadership) held by women
36% (38%)
No regretted losses of high potential female employees1 (0)
PAGE 146 & 147
ANNUAL REPORT 2021
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
A staff member plants out seedlings at our
Whakapuāwai nursery at Synlait Dunsandel.
PAGE 148 & 149
---
Doing Milk Differently For A Healthier World
SYNLAIT MILK
FULL YEAR INVESTOR
PRESENTATION
For the 12 months
ended 31 July 2021
We have reviewed and remain confident in our strategy.
However, execution clearly needs to improve.
We have aligned structure to strategy, appointed a CEO,
and are proposing Governance changes to shareholders.
We have reset our banking arrangements.
We are making changes to release cash from inventory and improve
working capital management.
We have built a plan to return to robust profitability.
TODAY’S
RESULT
• FY21 proved to be very challenging for Synlait.
• After nine straight years of solid profitability we are disappointed to post our
largest ever financial loss.
• Today’s NPAT result is $(28.5) million, a $102.8 million reduction on the prior year.
• The shape of our business changed dramatically in December following
The a2 Milk Company’s large forecast volume reduction, which meant inventory
levels and demand outlook had to be reset.
• During the last quarter of FY21, the Board and Management team built a clear
and accurate picture of Synlait’s current performance in the context of changes
over the past five years, and has begun to execute a plan to rebuild:
1
3
4
5
2
Key takeaways
PAGE 02SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
TODAY’S ANNOUNCEMENTS:
CEO & GOVERNANCE CHANGES
Graeme Milne ONZM
Chair
A staff member plants out seedlings at our Whakapuāwai nursery at
Synlait Dunsandel.
PAGE 03
SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
GRANT WATSON
APPOINTED AS CEO
•The Board has appointed Grant Watson as CEO.
•Grant is currently CEO of dairy company, Miraka.
•Prior to Miraka, he spent 10 years at Fonterra where
he held several senior roles including, Director of
Global Foodservice
, Acting Director of Sales Fonterra
Brands New Zealand, Managing Director of Tip Top
and Director of Route and Foodservice Fonterra
Brands New Zealand.
•
Prior to Fonterra, Grant built his e
xecutive career at
McDonalds New Zealand to become Chief Operating
Officer.
•
He has also held several governance and directorship
roles for private and publicly listed companies.
•Grant will join the S
ynlait team in January 2022.
•
Grant will be joined by Robert Stowell who has been
appointed CFO after acting in the role for the last
five months.
“Grant has a track
record of materially transforming
and accelerating businesses by setting clear
strategies, surrounding himself with diverse and
talented people, and relentlessly driving execution
to deliver strong sustainable results.”
“Prior to Miraka, Grant led the significant growth of
Fonterra’s Global Foodservice business and has
overseen the successful commercialisation of
numerous value-added dairy products. This is a key
part of Synlait’s strategy going forward and we look
forward to benefiting from his skills and experience.”
G
raeme Milne
Synlait Chair
PAGE 04SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
PROPOSED
GOVERNANCE CHANGES
• As previously signalled, Graeme Milne stated his intention to retire by rotation at
Synlait’s Annual Meeting in December. However, considering Synlait’s recent challenges
the Board is keen to maintain Graeme’s knowledge given his 17 years with Synlait.
When Grant starts as CEO, Graeme will retire as Chair and be appointed as a Board
Advisor for one year.
• John Penno will be appointed Chair when Graeme retires. As John is a Board
Appointed Director the Board will seek ratification from shareholders at the Annual
Meeting in December via a change to Synlait’s constitution. The constitution will be
amended to remove the requirement for the Chair to be an Independent Director.
This will be a temporary measure as the Board is aware it is best practice to have an
Independent Chair.
• When Graeme retires in 2022 the Board will appoint Paul McGilvary as an Independent
Director. Paul has extensive dairy sector experience. He is currently Deputy Chair of
AsureQuality, Chair of BVAQ Australia, and a Non-Executive Director of Waikato Milking
Systems. Paul previously held several executive roles including, CEO of Tatua
Co-operative Dairy Company Limited, CEO of HortResearch, and Managing Director,
Fonterra (Europe). Paul’s appointment will be ratified by shareholders at the 2022
Annual Meeting.
Synlait’s Annual Meeting will be held on Wednesday 1 December 2021.
Further details will be included in the Notice of Meeting.
Min Ben
Bright Dairy
Appointed Director
Dr John Penno
Board Appointed Chair
Qikai Lu
Bright Dairy
Appointed Director
Sihang Yang
Bright Dairy
Appointed Director
Simon Roberson
Independent Director
Sam Knowles
Independent Director
Paul McGilvary
Independent Director
Hon Ruth Richardson
Bright Dairy
Appointed Director
Proposed 2022 Board Structure
To be voted on by shareholders
PAGE 05SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
FINANCIAL
PERFORMANCE
Robert Stowell
Chief Financial Officer
We celebrated the opening of our rail siding in May with Lyttelton Port
Company, KiwiRail, our staff, and contractors involved in the project.
PAGE 06
SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
RESULTS
OVERVIEW
• FY21 proved to be very challenging for Synlait.
• After nine years of profitability, it is very disappointing
to post the company’s largest ever loss.
• COVID-19 hit Synlait late and hit the company hard.
The effect on Synlait and The a2 Milk Company can
best be described by the supply chain concept
‘The Bull-Whip Effect’.
• There were however longer term underperformance
factors that impacted the result.
• Actions taken in Q4 of FY21 to turn Synlait around will
strengthen the fundamentals of our business and set it
up for success.
• Today’s result is within the guidance range provided in
May of an NPAT loss of $20M to $30M.
What Happened To Synlait In FY21: ‘The Bull-Whip Effect’
PEAK MILKSHOULDER SEASON
December 2020
Downgrade
FY20FY21
VOLUMES
Synlait Production
Output
Customer
Projected Demand
Customer
Demand
INDICATIVE ONLY
?
PAGE 07SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
KEY FINANCIAL
METRICS
65M
REVENUE
$
1.4B
103M
N PAT
$
(28.5)M
*Comparisons in this presentation are for the year ended 31 July 2020 unless stated otherwise. Prior period comparatives have been restated for an immaterial prior period adjustment.
132M
EBITDA
$
3 7. 3M
416%
DEBT/EBITDA
12.9
11%
NET OPERATING ASSETS
$
1.2B
7%
CAPITAL EXPENDITURE
$
140.4M
85%
OPERATING CASH FLOW
$
15.9M
9%
NET DEBT
$
479.4M
TOTAL AVERAGE MILK PRICE
$
7.82kgMS
$0.52 kgMS
PAGE 08SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
WHAT HAPPENED TO
SYNLAIT’S FY21 NPAT RESULT?
Infant formula
(consumer-packaged and base powders)
Consumer-packaged infant formula
declined due to The a2 Milk Company’s
reduced demand volume. Material
rebalancing of base powder production
resulted in lower overhead recoveries.
Lactoferrin
Sales volumes increased, but prices
softened to deliver less absolute gross
margin than the prior year.
Ingredients
Revenue and volumes increased as milk
was diverted to ingredient production
after the sudden reduction of infant base
powders. Sales pricing performance was
lower than prior years due to a mix of
80.0
FY20 NPAT
Infant volumes
Stock balancing
Lactoferrin
Ingredient volumes
Ingredient performance
Liquids
Consumer Foods
Other
FY21 NPAT
FY22
60.0
40.0
(20.0)
(40.0)
20.0
(20.5)
(6.6)
(28.5)
(1.9)
(33.3)
(55.7)
8.4
9.4
(2.6)
Synlait’s FY21 NPAT Performance
74.3
$ millions
external and internal factors such as butter
prices verses AMF, sales phasing, mix and
pricing.
Liquids
Milk and cream volumes were down on
FY20 due to the positive impact COVID-19
lockdowns had on consumer demand in
the prior year. The rising milk price also
impacted profits.
Consumer Foods
Positive impact due to a full year of
Dairyworks (FY20: 4 months), but below
expectation due to Talbot Forest Cheese,
butter margins and inventory write-downs.
Other
Largely SG&A costs which increased due
to Dairyworks inclusion.
We expect to return to robust
profitability in FY22 due to:
• Improved ingredients margin
performance.
• Increased ingredient volumes
– inventory sell-down.
• Increased infant base powder
production.
• Increased lactoferrin volumes.
• Improved Dairyworks
contribution.
• Significant operational cost
savings
• Sale and leaseback of Synlait
Auckland.
PAGE 09SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
PRODUCTION AND
INVENTORY VOLUMES
• Production of consumer-packaged infant formula reduced in FY21,
reversing trends of prior years.
• In response, infant base powder production for internal use
was significantly down and milk flows directed to WMP, SMP and
AMF products.
• This resulted in the manufacturing of a high volume of unplanned
ingredient products without the support of developed sales
channels. This, combined with global shipping constraints, left the
closing inventory balance for ingredients at historically high levels.
• Our closing finished goods inventories of ingredients and
nutritionals amounted to 30,931 MT. For FY22 we expect this to be
approximately 15,000 MT.
Stabilisation of consumer-package infant formula demand, global
shipping and good inventory management in FY22 should see
inventory levels return to lower levels.
180,000
100,000
160,000
80,000
120,000
40,000
140,000
60,000
20,000
20,000
25,000
30,000
15,000
10,000
5,000
FY19
FY19
FY20
FY20
FY21
FY21FY22
Production volumes
35,000
Closing inventory volumes
Closing Stock -
Ingredients
Closing Stock -
Consumer-Packaged
Infant Formula
Closing Stock -
Infant Base Powders
Production -
Ingredients
Production -
Consumer-Packaged Infant Formula
Annual Production (MT)
Annual Closing Stock (MT)
Ingredient stocks still being
worked through at year-end
with shipping constraints.
Large and
sudden increase
in ingredient
production due
to the swing
from infant base
powders to
WMP, SMP and
AMF products.
Targeted F22
inventory level
PAGE 10SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
Nutritionals include consumer-packaged infant formula, including base powders
and lactoferrin.
• Consumer-packaged infant revenue reduced mainly due to demand volume
reduction.
• Material rebalancing of base powder production resulted in lower overhead
recoveries impacting gross profit per MT.
• Lactoferrin sales increased 10% to 33MT as production increased contributing
more absolute gross margin. Revenues and gross profit per MT decreased,
due to some softening in pricing.
Ingredients include whole milk powder, skim milk powder, anhydrous milk fat,
and butter milk powder.
• Ingredient’s revenue and volumes increased as milk was diverted to
ingredient production after the sudden reduction of infant base powder
production.
• Ingredients revenue performance lower than prior years due to external and
internal factors, including butter, FX and sales phasing mix and pricing.
• Gross profit per MT reduced by $206 from previous year.
BUSINESS UNIT PERFORMANCE
Revenue ($m)Sales Volume (MT)Gross Profit $/MT
Nutritionals
593.9
52,871
3,215
405.7
34,362
1,246
FY20FY21
Revenue ($m)Sales Volume (MT)Gross Profit $/MT
Ingredients
510.2
97,561
321
634.6
125,914
115
FY20FY21
PAGE 11SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
Liquids include fresh milk and cream sales and will include UHT product once
commercial sales are realised.
• Liquid milk and cream revenue reduced slightly due to pantry stocking in the
prior year as a result of COVID-19.
• Gross profit per MT decreased due to the small reduction in volumes
manufactured and increased fixed costs on UHT line now commissioned.
• Improvements expected in gross profit per MT as further initiatives in the
Liquids business are executed in FY22/FY23.
Consumer Foods include Dairyworks and Talbot Forest Cheese.
• First full year of Dairyworks’ contribution (FY20: 4 months).
• Consumer and Foodservice sales volumes and margins in line with expectations.
• Overall performance down due to profit drag caused by Talbot Forest Cheese
(whey stream losses and low utilisation), butter competition, and one-off
write-downs of inventory balances.
• While FY21 earnings were disappointing, a strong bounce back is anticipated
in FY22/FY23 as Dairyworks continue to grow and these issues are resolved.
BUSINESS UNIT PERFORMANCE
Revenue ($m)Sales Volume (MT)Gross Profit $/MT
Liquids
3 9.1
32,803
(66)
37.2
31,499
(154)
FY20FY21
Revenue ($m)Sales Volume (MT)Gross Profit $/MT
Consumer Foods
93.0
12,015
186
229.0
26,983
568
FY20FY21
PAGE 12SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
OPERATING COSTS
(SG&A)
• As previously indicated operating costs have stabilised. The increased costs
were driven by the full year inclusion of Dairyworks (FY21: 12 months vs FY20:
4 months).
• Savings across depreciation, distribution, consultancy, travel, entertainment
were offset by increased IT spend and employee costs.
• Operating cost saving initiatives presented at HY21 on the organisational
reset, production efficiencies and discretionary spend delivered $9.3M of the
$10.8M targeted.
• Value chain cost saving initiatives for yield and waste, Dry Store 4 and the Rail
Siding, delivered a part year benefit of $3.0M. The Rail Siding and Dry Store 4
project remains on track to provide benefits of approx. $8.0M annually going
forward.
• A full review of how costs are allocated across business areas and associated
reporting will be undertaken in FY22. This will give more insight and clarity on
performance moving forward.
Guidance for FY22 S&GA is that we will remain in line with prior year spend.
Almost all the organisational restructure savings of approximately $7M are
expected to hit above the gross margin line.
100.0
FY17FY18FY19FY20FY21
54.4
63.5
77.5
77.4
SG&A Costs
45.6
$ millions
80.0
60.0
20.0
40.0
4.6
11.4
Synlait SG&ADairyworks SG&A
PAGE 13SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
CASH FLOW AND
CAPITAL SPEND
Operating
• Historically operating cashflows
average > $100M per annum.
• Operating cash flows decreased by
$87.9M to $15.9M. This was driven
by two key factors:
• Reduced consumer-packaged
infant formula volumes.
• Year-end ingredients inventories
exceeded target levels by
approximately 13,000MT.
We expect operating cash flows to
bounce back very strongly in FY22.
140.0
105.0
(100.0)
70.0
(200.0)
35.0
(300.0)
FY17
FY17
FY18
FY18
FY19
FY19
FY20
FY20
FY21
FY21
98.4
136.7
103.8
15.9
(27.9)
(37.5)
(19.6)(14.4)(9.1)
(108.9)
(185.7)
(317.8)
(105.0)
(51.1)
Cash flows from operating activities
115.2
$ millions
0.0
(400.0)
Cash outflow from investing activities
$ millions
(136.8)
(223.2)
(337.4)
(119.4)
(60.2)
Operational capex
Growth investments and other
Investing
• Synlait’s capital spend is winding down
after a period of high investment.
• Investment spend reduced $86.4M
to $136.8M following the completion
of the Dairyworks and Talbot Forest
Cheese acquisitions in FY20.
• FY21 investment cashflows include:
• Modifications to Synlait Pokeno for
our new multinational customer:
$33.5M
• Farms purchase: $26.1M.
• Dry Store 4 and Rail Siding: $20.8M
• New ERP system: $19.2M
• Other growth initiatives: $9.3M
• Maintenance capex: $27.9M
PAGE 14SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
600.0
450.0
300.0
150.0
FY17FY18FY19FY20FY21
114.9
333.6
527.0
479.4
Net Debt
82.6
$ millions
NET DEBT AND
BANK REFINANCING
Net debt
• Net debt (excluding lease liabilities)
decreased to $479.4M.
• Net proceeds of $196.1M from November
2020 equity raise used to pay down
debt and fund capital projects.
• $30.0M proceeds from the sale and
leaseback of Synlait Auckland’s land and
building will also be used to reduce debt
in FY22.
Our new Total Debt/EBITDA covenant limit
is 4.5x for FY22. We expect to be well
below 4.0x in FY22. We expect the balance
sheet to return to normal metrics within
two years.
540.0
440.0
340.0
40.0
140.0
240.0
FY20
Net Debt
Equity raiseNet CapexNet interestOtherOperating
cash
FY21
Net Debt
Net Debt Movement
$ millions
527.0
(196.1)
(15.9)
136.8
23.1
4.5
479.4
New bank refinancing
• New terms to refinance Synlait’s maturing
syndicated banking facilities were agreed
in July 2021 after bank waivers were
received in May 2021.
• Synlait secured an extended working
capital facility of $250M (increased up to
$330M from September 2021 to February
2022), and revolving credit facilities of
$200M.
• Working capital facilities will renew on 1
October 2022 and revolving credit facilities
extended for 2 years to 1 October 2023.
• Financial covenants have been
renegotiated (see appendix).
• Renegotiated facilities give Synlait a sound
and secure platform to build from and
provide increased certainty. Synlait has a
positive and constructive relationship with
its banks. We thank them for their ongoing
support.
PAGE 15SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
STRATEGY & OPERATIONAL
PERFORMANCE UPDATE
John Penno
Chief Executive Officer
Our Made With Better Milk Whole Milk Powder.
PAGE 16
SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
OUR STRATEGY REMAINS FIT FOR PURPOSE
AND HAS MATURED INTO FOUR KEY PARTS
• Ingredients – an efficient and focused business that
manufactures high-quality whole and skim milk powder
and milk fat products from a differentiated milk supply
for leading multinationals and large Chinese customers.
• Nutritionals – offers a whole of supply chain solution
for large-scale, world-class, multinational brand owners
of infant, children, and adult formulated nutritional
powders. This business also manufactures specialised
nutritional ingredients such as base powders for others
to blend and package, and lactoferrin as a high value
ingredient.
• Liquids – a growing business focused on product
development and innovation to manufacture high-
specification, long-life consumer-packaged beverages,
foodservice cream products, and ready to feed infant
formula.
• Consumer Foods – a manufacturer of consumer fresh
milk, cheese, butter, and yogurt products in the New
Zealand and Australia domestic markets under our own
and/or private label brands.
$2 billion in revenue
Zero injuries
Zero defects
Zero losses
A Healthier
Synlait
Consumer
Foods
Ingredients
Nutritionals
Liquids
2
+
ZERO
World Class
Value Chain
Net +ve impact on
planet and communities
+ve place to grow with
100% engagement
Net Positive
for the Planet
DOING MILK
DIFFERENTLY FOR A
HEALTHIER WORLD
DOING MILK DIFFERENTLY
FOR A HEALTHIER WORLD
HEART OUR PURPOSEHEAD OUR AMBITIONHANDS OUR STRATEGY
PAGE 17SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
LEARNINGS FROM
THE YEAR THAT’S BEEN
• Synlait typically produces 45% to 50% of its infant base powder during the
shoulder season as milk quality is high and manufacturing capacity is available.
• These nutritionals powder inventories are held to produce fully finished
consumer-packaged infant formula volumes as customer demand formalises in
future months.
• In the shoulder season of FY20, Synlait produced infant base powder inventories
on a forward demand forecast that assumed ongoing growth of infant nutrition
demand into FY21. We therefore came into FY21 with large volumes of nutritionals
powders on hand (40% of forward demand) with the expectation that demand
would grow.
• The a2 Milk Company’s reduced demand forecast in December 2020 was
significant and sudden. In FY21 it resulted in an eventual 35% decline of
nutritionals sales volumes, and a 67% decline in nutritionals powders production
as we reset inventory levels to a new demand outlook – and with it a very large
reduction in fixed cost recoveries were carried through our P&L.
• Our current FY22 forecast for consumer-packaged infant formula volumes is
conservative. It will result in a further reduction of nutritionals powder stocks in
FY22. However, manufactured volumes will increase roughly 30% to 40% relative
to FY21 bringing greater fixed cost recoveries.
The Bull Whip Effect
PEAK MILKSHOULDER SEASON
December 2020
Downgrade
FY20FY21
VOLUMES
Synlait Production
Output
Customer
Projected Demand
Customer
Demand
INDICATIVE ONLY
?
PAGE 18SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
LEARNINGS FROM
THE LAST FIVE YEARS
During the final quarter of FY21, Board and
management completed a comprehensive
review of Synlait to ensure we had a
robust understanding of the company’s
underperformance.
What became clear is that while the sudden
and unexpected downturn in The a2 Milk
Company’s consumer-packaged infant
formula demand explained much of our FY21
underperformance, it also revealed other
inefficiencies within the business that had
been developing over a longer period of time.
New business areas had been slower to develop than planned
While major capital facilities had been built to budget, and operational costs remained within forecast,
inadequate focus and investment in business development meant new opportunities were slow to develop.
Cost structures had been allowed to grow at a faster rate than earnings
Some of this was due to new facilities, locations and business areas being developed, but closer analysis
highlighted that general costs had grown unnecessarily in well-established parts of Synlait.
The use of capital has become suboptimal:
• Large capital projects were completed delivering capacity well ahead of demand coming onboard. Further,
this capacity was held in reserve for high value opportunities rather than utilising it earlier on lower value
products while a pipeline of high value opportunities was developed.
• Maintenance CAPEX was too high and smaller capital projects had failed to deliver expected outcomes.
• While COVID-19 was a factor, other issues such as sales phasing, overly onerous contractual
arrangements, raw material management, and unnecessarily high inventory levels consumed significant
amounts of working capital.
1
3
2
PAGE 19SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
TECHNICAL SERVICES (MANUFACTURING)
SITE SERVICES, ENERGY, MAINTENANCE
Supply
Supply
Optimise
Supply
NUTRITIONAL
PRODUCTS
INGREDIENT
PRODUCTS
LIQUID
PRODUCTS
DAIRYWORKS
Synlait Pokeno and Auckland:
D4, wetmix and blending and canning
Talbot Forest Cheese
Synlait Dunsandel:
DLP1
Synlait Dunsandel: D3, wetmix,
lactoferrin, blending and canning, whey
Synlait Dunsandel:
D1, D2, AMF
NETWORK PLANNING
LOGISTICS
CORPORATE SERVICES
QUALITY AND LABORATORY
TECHNICAL SERVICES (PRODUCT)
PROCUREMENT AND MILK SUPPLY
Order
Order
Order
THE PATH TO RECOVERY: ALIGNING STRUCTURE
TO STRATEGY AND RESETTING HOW WE OPERATE
• Leadership and resourcing now
aligned around key business
units: Nutritionals, Ingredients,
Liquids and Consumer Foods.
• Manufacturing facilities and
teams organised horizontally
by business unit which are led
by Synlait’s end customers.
• Matrix reporting within each
business unit.
• Network planning, quality
and laboratory, and corporate
services run across Synlait.
• Dairyworks remains standalone
but could be integrated into
the structure overtime.
Supply
PAGE 20SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
THE PATH TO RECOVERY: SYNLAIT’S
NEW ORGANISATIONAL STRUCTURE
Marketing, Sales and
Business Development
Chief Financial OfficerOperations
Marketing and Business
Development
Sales and Business
Development
Dedicated Finance
Manager
Dedicated Finance
Manager
Dedicated Finance
Manager
Sales and Business
Development
Deborah Marris
Director, Legal, Risk
and Governance
Boyd Williams
Director, People
and Culture
Robert Stowell*
Chief Financial
Officer
Nigel Macdonald**
Director,
Operations
Suzan Horst
Quality, Regulatory and
Laboratory Services
Martijn Jager
Director, Sales and
Business Development
Hamish Reid
Director Sustainability,
Brand & Liquid Products
Tim Carter
Dairyworks Chief
Executive Officer
Chris France
Director, Strategy and
Business Transformation
Business teams with P&L responsibility
Business teams with P&L responsibility
Business teams with P&L responsibility
LIQUID PRODUCTS
DAIRYWORKS
INGREDIENT PRODUCTS
NUTRITIONAL PRODUCTS
Grant Watson***
Chief Executive Officer
Quality ManagementSynlait Dunsandel: D3,
wetmix, lactoferrin, whey
and blending and canning
Synlait Pokeno
Synlait Auckland
Synlait Dunsandel:
D1, D2 and AMF
Talbot Forest Cheese
Synlait Dunsandel:
DLP1
Quality Management
Quality Management
• Headcount reduced by 15%.
• FY22 savings of approximately
$6 to $8 million.
• Annual savings of
approximately $10 to
$12 million.
• Savings are in addition to
those identified at HY21.
• With the focus on increased
sales and reduced cost and
capital expenditure in FY22,
we expect a reversal of some
significant one-off costs we
faced in FY21 as well.
* Robert has been appointed CFO after
acting in the role for the last five months.
** Nigel will join Synlait in November
subject to completing MIQ requirements.
*** Grant will join Synlait in January 2022.
PAGE 21SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
BUSINESS UPDATE
INGREDIENTS
FY21 performance
• Ingredients business under performed
relative to expectations.
• Execution of sales pricing and phasing
was disappointing.
• Product mix was at times uncompetitive
relative to the New Zealand milk price
because of Synlait’s reliance on AMF
where returns lagged behind butter.
This happens on a cyclical basis and
has since unwound.
• Launched Made With Better Milk
in April, this value-add premium
ingredients offering brings together
Synlait’s on-farm (Lead With Pride™),
off-farm, and corporate sustainability
practices. The inaugural customer is a
prominent consumer brand owner in
Asia, the customer pipeline is promising.
FY22 focus
• Separating out the Ingredients business
will enable a renewed focus on facility
utilisation, manufacturing efficiencies
and supply chain management, and
generate a cost structure more on par
with Synlait’s competitors.
• Sales strategies will be prioritised
and be an optimum blend of long-
term relationships with multinational
customers, delivering premium pricing
for high specification products, and
a sufficient spot business to optimise
product mix as market pricing fluctuates.
PAGE 22SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
BUSINESS UPDATE
NUTRITIONALS
The a2 Milk Company
• The a2 Milk Company partnership remains Synlait’s
most important, and is expected to continue to be for
some years.
• Business development opportunities remain a focus for
both companies.
• We are planning conservative manufactured volumes
of consumer-packaged infant formula for FY22 and
beyond, relative to FY21.
• Renewing our SAMR licence for Chinese labelled
a2 Platinum® Infant Formula is the highest priority
project within Synlait.
SAMR renewal process remains on track
Now
Accelerated shelf-life study programme in progress
and tracking well.
November to December 2021
Completion of the full accelerated shelf-life programme
and hard copy dossier submission to SAMR.
January to March 2022
SAMR technical centre review of dossier.
March to April 2022
Onsite audit.
August 2022
Approval.
PAGE 23SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
BUSINESS UPDATE
NUTRITIONALS
Synlait Pokeno’s new multinational customer
• Synlait signed a third-party manufacturing agreement
with an established, global category leader in the Asia
Pacific region, for spray-dried and consumer-packaged
nutritional powder products in November 2020.
• In the first full year of production (FY24), these high value
plant-based products are expected to increase Synlait’s
nutritional consumer-packaged volumes by 35% to 40%.
• Synlait anticipate that volumes, markets and products
associated with this agreement will grow over time.
• Additional CAPEX and resourcing was needed to
optimise network efficiency and customer requirements.
Approximately $85 million will be invested in the
processing and packaging customisation needed to
support this customer at Synlait Pokeno and Auckland.
• The sachet filling line being installed will expand Synlait’s
nutritional consumer-packaging capability from cans to
sachet and enables bag-box type formats, which are in
demand in specific markets.
• Commercial production remains on track to start in
late 2022.
Project timeline remains on track
Late 2022
Commercial production commences.
Ongoing product portfolio development.
December 2021
Main build at Synlait Pokeno completed.
November 2020
Agreement signed.
January to June 2022
Packaging build completed. Trials finished.
July 2022 to October 2022
Product stability testing.
PAGE 24SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
BUSINESS UPDATE
NUTRITIONALS
FY22 focus
• Leverage capability, assets and customer relationships to grow nutrition
business in various segments. Focus is on developing and maintaining
strong relationships with large multinational and Chinese customers.
• Synlait anticipates that this business will grow to high levels of
utilisation over the next three years. This will be driven by:
• Some recovery in The a2 Milk Company’s consumer-packaged
infant formula volumes;
• New volumes from Synlait Pokeno’s multinational customer once
commercial production commences;
• The rebuild of Synlait’s infant base powder business, as new
demand emerges from large Chinese manufacturers as their market
share growth exceeds their own manufacturing capacity; and
• Synlait’s global lactoferrin business.
Top 10 Foreign BrandsTop 10 Local Brands
China’s domestic supply is building
Jan-May 2020Jan-May 2021
Source: Nielsen.
Note: Sales Channels: Offline Stores (Mother & Baby Stores + Supermarkets).
38.9%
31.4%
32.9%
39.6%
PAGE 25SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
BUSINESS UPDATE
LIQUIDS
FY22 focus
• Focus is on developing and nurturing this new high-
value, future-focused product suite ultimately aimed at
the maturing China market and Australia and
New Zealand.
• Strategy based on a strongly held view that in time
China will move away from powdered products to
fresh or long-life milk products packaged at the source
and shipped to market ready for distribution and sale.
• Taking the same approach as with the Lactoferrin
business, investment has already been made in:
• Synlait Dunsandel’s Liquids Facility; and
• Synlait’s Research and Development Team based
at Massey University in Palmerston North. This
team is well established and has developed high
performing products in the formulated creams,
ambient drinking yogurt, and ready-to-feed infant
formula categories – all fast growing, or high
potential opportunities, in affluent regions of China.
FY22 product pipeline
Synlait Swappa Bottle
• First consumer food product under Synlait’s own
brand to launch next month.
• This is a 1.5 litre reusable, stainless steel bottle
of homogenised milk exclusively sourced from
Synlait’s highest performing farms.
• To be initially launched in South Island New
World, with plans to widen distribution over time.
Foodservice UHT whipping cream
• To launch internationally in FY22, with meaningful
revenues expected from FY23 onwards.
Ambient drinking yoghurt
• Commercialisation for China entered trial stage,
targeting FY23 launch.
• Further leverages functionality that Synlait
Dunsandel’s Liquids Facility was built for.
PAGE 26SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
BUSINESS UPDATE
CONSUMER FOODS
FY21 performance
• Divestment of Deep South brand and associated ice
cream operations enabled continued progression of
strategy to move from cheese to dairy. This has been
successful with:
• Dairyworks Protein Yoghurt & Muesli launched in
New Zealand, sales 106% ahead of forecast.
• Flavoured Butters launched in Australia, sales 132%
ahead of forecast.
• Dairyworks has been part of Synlait for ~18 months.
Its FY21 EBITDA contribution was lower than
anticipated at $10.3 million. This was due to:
• Talbot Forest Cheese profit drag;
• Butter margins squeezed due to a new entrant in
the market; and
• A one-off write-down of inventory balances.
• While FY21 earnings were disappointing, strong bounce
back is anticipated in FY22/FY23 as Dairyworks
continues to grow and these issues are resolved.
FY22 focus
• Dairyworks’ ambition is to become the second
biggest player in New Zealand’s consumer dairy
food category. In time this position will be used,
along with Synlait’s wider capability, to develop our
own branded consumer dairy foods export business.
• In FY22 top line growth to be delivered across
three key areas: exports to China and Australia,
expansion of New Zealand Foodservice business,
and continued product innovation.
• Operational efficiency and cost control will remain a
focus with the roll out of lean manufacturing across
all sites in FY22.
• Over the next two years an investment will be made
by Synlait to standardise cheese milk for delivery
to Talbot Forest Cheese. Whey and lactose will be
removed from milk to reduce yield losses, enabling
cheese manufacturing to reach commercial levels
again from start of FY24.
Dairyworks: Moving from Cheese to Dairy
PAGE 27SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
OUTLOOK
John Penno
Chief Executive Officer
We will launch our first consumer foods product under our own brand –
Synlait Swappa Bottle – next month.
PAGE 28
SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
FULL YEAR 2022 (FY22)
GUIDANCE STATEMENT
Synlait expects its Net Profit After Tax result to return to robust profitability in FY22 based on:
• A return to normal trading conditions and tighter management of its Ingredient business;
• Improved infant base powder volumes;
• A growing contribution from its Liquids and Consumer Foods business units; and
• Targeted and significant cost savings from Synlait, Dairyworks and Talbot Forest Cheese.
FY22 will also include a one-off gain on sale of approximately $17 million from the sale and
leaseback of the land and building at Synlait Auckland.
Synlait’s performance will build into FY23 as its new multinational customer at Synlait Pokeno
ramps up, and its Liquids and Consumer Foods businesses continue to grow.
Planned reductions in inventory at Synlait and Dairyworks will generate operating cashflows
in excess of earnings. These strong cashflows will enable Synlait to complete its capital
expenditure programme and reduce debt to comfortable levels over the next two years.
By the end of FY23, the recovery plan will have seen Synlait return to similar levels of
profitability, operating cash flows, and debt ratios as the years leading into FY21.
PAGE 29SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
WE REMAIN CONFIDENT IN
SYNLAIT’S IMMEDIATE OUTLOOK
Takeaways from today
We have reviewed and remain confident in our strategy, which has matured
into four key parts. However, execution clearly needs to improve.
We have reset the organisation, appointed a CEO, and are making
proposed Governance changes.
We have reset our banking arrangements.
We are making changes to release cash from inventory and improve
working capital management.
We have built a plan to return to robust profitability.
1
3
4
5
2
PAGE 30SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
APPENDICES
Last summer Dairyworks launched a range of truly differentiated high
protein yoghurts in a convenient on-the-go single format.
PAGE 31
SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021PAGE 31
KEY FINANCIAL METRICS
1,400.0
1,050.0
700.0
350.0
FY17FY18FY19FY20FY21
Revenue
$ millions
$ millions
759.0
879.0
1,024.3
1,302.0
1,367.3
150.0
90.0
30.0
FY17FY18FY19FY20FY21
210.0
(30.0)
EBITDA
$ millions
138.6
25.7
112.9
2 7.7
150.8
123.1
47.5
169.6
122.1
(17.7)
37.3
55.0
88.8
21.2
67.6
EBITDepreciation & Amortisation
250.0
200.0
150.0
100.0
50.0
FY17FY18FY19FY20FY21
86.085.9
80.5
100.4
120.9
82.9
59.7
7. 6
Gross Profit
43.7
68.3
$ millions
112.1
166.5
186.3
203.7
67.3
1H2H
100.0
75.0
50.0
25.0
(25.0)
(50.0)
FY17FY18FY19FY20FY21
NPAT
39.5
74.5
81.2
74.3
(28.5)
PAGE 32SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
KEY FINANCIAL METRICS
300.0
225.0
150.0
75.0
FY17FY18FY19FY20FY21
Revenue increase year on year
$ millions
212.1
120.0
145.3
277.8
65.3
39%
16%
17%
27%
5%
250,000
200,000
150,000
100,000
50,000
FY17FY18FY19FY20FY21
86,424
98,499
42,177
51,231
52,871
32,803
97,561
125,914
34,362
31,499
26,983
Sales volumes (MT)
114,718
24,576
IngredientsNutritionalsLiquidsConsumer foods
250,000
200,000
150,000
100,000
50,000
FY17FY18FY19FY20FY21
88,448
96,158
51,048
50,165
63,857
32,894
94,188
138,971
20,990
31,492
23,597
Production volumes (MT)
109,899
25,508
IngredientsNutritionalsLiquidsConsumer foods
11,850
12,015
9,466
8,947
PAGE 33SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
KEY FINANCIAL
METRICS
771.0
1,283.0
1,168.0
1,031.0
310.0
14.9%
22.7%
18.3%
12.6%
(1.5%)
18.7%
20.9%
39.3%
47.2%
38.7%
FY17FY18FY19FY20FY21FY17FY18FY19FY20FY21FY17FY18FY19FY20FY21
Gross profit per MT*Return on capital employed %Debt/debt + equity
EBIT per MTBasic earnings per share (cents NZD)Net debt/EBITDA
478.0
879.0
22.8
41.5
0.9
0.8
2.2
3 .1
12.9
45.3
41.4
776.0
625.0
FY17FY18FY19FY20FY21
(80.8)
FY17FY18FY19FY20FY21FY17FY18FY19FY20FY21
(13.8)
*Excludes gross profit not attributable to business units.
PAGE 34SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
• North Island farmer suppliers responsible for 13% of
total milk supply or 59 farms.
• North Island milk pool grew with an additional 1.3 million
kgMS or 4 farms. Total farms 59.
• South Island milk pool grew during the 2020/21
season, with an additional 8.9 million kgMS or 21 farms.
Total farms 222.
• Lead With Pride™ programme growing with 178 farms
certified (FY20: 151 farms).
MILK
PRICE
MILK
POOL
NET MILK
COLLECTED
• Total average milk payment of $7.82 per kgMS.
• Average base milk price for 2020/21 season is $7.55.
• Average incentive payment paid per kgMS for the
season was 27 cents (FY20: 25 cents) made up of
incentives and winter milk payments.
• Forecast base milk price for the 2021/22 season
opened at $8.00 per kgMS.
$8.00
$6.00
$4.00
$2.00
$0.14
2016/172017/182018/192019/202020/21
$6.65
$6.40
$0.13
$0.18
Average base milk priceIncentives
$6.16
$7.05
$7.55
$0.25
$0.27
FY09FY13FY17FY10FY14FY18FY11FY15FY19FY12FY16FY20FY21
300
250
200
150
100
50
No. of farms
South Island
kgMS
No. of South
Island farms
No. of North
Island farms
North Island
kgMS
20,000
60,000
40,000
80,000
90,000
30,000
70,000
50,000
100,000
10,000
kgMS
(thousands)
kgMS
(thousands)
FY17FY18FY19FY20FY21
60,785
66,066
70,472
82,737
64,954
PAGE 35SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
FY17FY18FY19FY20FY21
Sales Volume (MT)
Nutritionals26,12142,17751,23152,87134,362
Ingredients114,71886,42498,49997,561125,914
Liquids--8,94732,80331,499
Consumer Foods---12,01526,983
Subtotal140,839128,601158,677195,250218,758
Gross Profit ($M)
Nutritionals70.3120.0151.5170.042.8
Ingredients38.345.036.831.314.5
Liquids--(3.0)(2.2)(4.9)
Consumer Foods---2.215.3
Subtotal108.6165.0185.3201.36 7.7
GP/MT ($)
Nutritionals2,6912,8462,9573,2151,246
Ingredients334521374321115
Liquids--(339)(66)(154)
Consumer Foods---186568
Subtotal7711,2831,1681,031310
GROSS PROFIT PERFORMANCE
BY CATEGORY
Sales not attributable to business units are not included in the above table.
PAGE 36SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
BANKING FACILITIES,
COVENANTS AND BOND ISSUE
Synlait currently has four syndicated bank facilities in place with
ANZ and BNZ:
1. Working capital facility (multi-currency) – facility limit of $250 million and
reviewed annually, with a temporary increase to $330 million in September 2021,
stepping down over several months back to $250 million in February 2022.
2. Revolving credit facility (Facility A) – facility limit of $100 million maturing 1
October 2023
3. Revolving credit facility (Facility B) – facility limit of $50 million maturing on 1
October 2023
4. Revolving credit facility (Facility C) – facility limit of $50 million maturing on
1 October 2023
Bond issue
• $180 million of five-year unsecured subordinated fixed rate bonds listed on the
NZX Debt Market in December 2019
Synlait has key financial covenants in place with its banking syndicate for
FY22. These are:
1. Interest cover ratio – EBITDA to interest expense of no less than 3.0x
2. Minimum shareholders funds – no less than $600 million
3. Working capital ratio – inventory and debtors to working capital facility outstanding of
no less than 1.5x
4. Leverage ratio – total debt to EBITDA is no greater than 4.5x
5. Senior leverage ratio – total debt excluding Subordinate Bond to EBITDA is no greater
than 3.0x
PAGE 37SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
DISCLAIMER
This presentation is intended to constitute a summary of certain
information about the Synlait Group (“Synlait”) or in connection with its
full year 2021 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 38
SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021
INVESTORS AND MEDIA
Hannah Lynch
Corporate Affairs Manager
+64 21 252 8990
hannah.lynch@synlait.com
---
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
NZX: SML
ASX: SM1
27 September 2021
Synlait Publishes FY21 Result; Appoints CEO; and Proposes Governance Changes
Synlait Milk Limited (Synlait) today published its financial result for the 12 months ended 31 July 2021
and announced the appointment of Grant Watson as the company’s next CEO.
Synlait CEO John Penno commented: “Today’s financial result illustrates that the last financial year
has been very challenging for Synlait. We have always had the enormous advantage of starting fresh
some 13 years ago as a small part of a large, successful, and well-established global industry. Our
strategy fundamentally plays to this competitive advantage and is driven by our purpose:
Doing Milk
Differently For A Healthier World
. We have fallen short of delivering on this advantage. The
opportunity to pause, learn, change, and then double down on delivering the potential Synlait’s Board
and Management firmly believe is there is being approached with fresh energy and is our number one
priority. Today marks the start of a new chapter as we set out a clear plan to return to robust
profitability.”
“During the last quarter of FY21, the Board and Management team built a clear and accurate picture of
Synlait’s current performance in the context of change over the last five years. We have begun to
execute a plan to rebuild:
1. We have reviewed and remain confident in our strategy. However, execution clearly needs to
improve.
2. We have aligned structure to strategy, appointed a CEO, and are proposing Governance
changes to shareholders.
3. We have reset our banking arrangements.
4. We are making changes to release cash from inventory and improve working capital
management.
5. We have built a plan to return to robust profitability.”
Grant Watson appointed as Synlait CEO
The Board has appointed Grant Watson as CEO. Grant will join the Synlait team in January 2022.
Grant is currently CEO of dairy company, Miraka. Prior to Miraka, he spent 10 years at Fonterra where
he held several senior roles including Director of Global Foodservice, Acting Director of Sales
Fonterra Brands New Zealand, Managing Director of Tip Top, and Director of Route and Foodservice
Fonterra Brands New Zealand. Prior to Fonterra, Grant built his executive career at McDonalds New
Zealand to become Chief Operating Officer. He has also held several governance and directorship
roles for private and publicly listed companies.
Synlait Chair Graeme Milne commented: “Grant has a track record of materially transforming and
accelerating businesses by setting clear strategies, surrounding himself with diverse and talented
people, and relentlessly driving execution to deliver strong sustainable results.”
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
“Prior to Miraka, Grant led the significant growth of Fonterra's Global Foodservice business and has
overseen the successful commercialisation of numerous value-added dairy products. This is a key part
of Synlait’s strategy going forward and we look forward to benefiting from his skills and experience.”
Grant Watson commented: “I have watched the Synlait story with interest for many years and am
excited to join the team in 2022. I’m a passionate New Zealander and believe our country has an
important role to play in taking our high-quality products to the world. I look forward to continuing this
journey with the Synlait team.”
Grant will be joined by Robert Stowell who has been appointed CFO after acting in the role for the last
five months.
Proposed Governance changes to be voted on by shareholders
As previously signalled, Graeme Milne stated his intention to retire by rotation at Synlait’s Annual
Meeting in December. However, considering Synlait’s recent challenges the Board is keen to maintain
Graeme’s knowledge given his 17 years with Synlait. When Grant starts as CEO, Graeme will retire as
Chair and be appointed as a Board Advisor for one year.
John Penno will be appointed Chair when Graeme retires. As John is a Board Appointed Director the
Board will seek ratification from shareholders at the Annual Meeting in December via a change to
Synlait’s constitution. The constitution will be amended to remove the requirement for the Chair to be
an Independent Director. This will be a temporary measure as the Board is aware it is best practice to
have an Independent Chair.
When Graeme retires in 2022 the Board will appoint Paul McGilvary as an Independent Director.
Paul’s appointment will be ratified by shareholders at the 2022 Annual Meeting. Paul has extensive
dairy sector experience. He is currently Deputy Chair of AsureQuality, Chair of BVAQ Australia, and a
Non-Executive Director of Waikato Milking Systems. Paul previously held several executive roles
including, CEO of Tatua Co-operative Dairy Company Limited, CEO of HortResearch, and Managing
Director, Fonterra (Europe).
Graeme commented: “John has been the chief architect of Synlait’s recovery plan and is in the best
position to Chair the Board and guide Grant through his induction and establishment. The Board
believe retaining the experience of John and myself alongside the rest of Board, while bringing in the
new talent of Paul and Grant is the optimal choice.”
Synlait’s Annual Meeting will be held in Christchurch on Wednesday 1 December 2021. Further details
will be included in the Notice of Meeting.
Synlait’s FY21 financial performance
Key financial metrics in today’s result included:
1
• Revenue up 5% to $1,367.3 million.
• EBITDA down 78% to $37.3 million.
• NPAT down 138% to ($28.5) million.
• Nutritionals sales down 35% to 34,362 MT.
• Ingredient sales up 29% to 125,914 MT.
• Dairyworks revenue was $229 million.
A full summary of Synlait’s financial performance can be found in the investor presentation and annual
report released with this announcement.
1
Comparisons are to the 12 months to 31 July 2020 (FY20) unless stated otherwise.
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
Final 2020/2021 total average milk price of $7.82 per kgMS
The total average milk payment for the 2020/2021 season is $7.82 per kgMS. This is made up of a
base milk price of $7.55 per kgMS and $0.27 of incentives (including Lead With Pride™). This is the
second highest milk price Synlait has paid and is a result of strong and consistent demand for dairy
products, especially from Southeast Asia.
Strong demand continues for dairy and has resulted in our forecast milk price remaining at $8.00 per
kgMS for the current 2021/2022 season.
FY22 guidance
Synlait expects its Net Profit After Tax result to return to robust profitability in FY22 based on:
• a return to normal trading conditions and tighter management of its Ingredient business;
• improved infant base powder volumes;
• a growing contribution from its Liquids and Consumer Foods business units; and
• targeted and significant cost savings from Synlait, Dairyworks and Talbot Forest Cheese.
FY22 will also include a one-off gain on sale of approximately $17 million from the sale and leaseback
of the land and building at Synlait Auckland.
Synlait’s performance will build into FY23 as its new multinational customer at Synlait Pokeno ramps
up, and its Liquids and Consumer Foods businesses continue to grow.
Planned reductions in inventory at Synlait and Dairyworks will generate operating cashflows in excess
of earnings. These strong cashflows will enable Synlait to complete its capital expenditure programme
and reduce debt to comfortable levels over the next two years.
By the end of FY23, the recovery plan will have seen Synlait return to similar levels of profitability,
operating cash flows, and debt ratios as the years leading into FY21.
For more information contact:
Hannah Lynch
Corporate Affairs Manager
P: +64 21 252 8990
E: hannah.lynch@synlait.com
---
Results announcement
27 September 2021
Results for announcement to the market
Name of issuer Synlait Milk Limited (SML)
Reporting Period 12 months to 31 July 2021
Previous Reporting Period 12 months to 31 July 2020
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$1,367,349 5%
Total revenue $1,367,459 5%
Net profit/(loss) from
continuing operations
($28,451) (138%)
Total net profit/(loss) ($28,451) (138%)
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
$2.93 $2.76
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to the following accompanying documents:
• FY21 Annual Report / Financial Statements
• FY21 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 27/09/2021
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.