NZK – NZ King Salmon Investments Limited FY23 Results
Market Announcement
29 March 2023
NZK - NEW ZEALAND KING SALMON INVESTMENTS LIMITED ANNOUNCES FY23 RESULT
New Zealand King Salmon Investments Ltd (NZX & ASX: NZK) reports its financial performance for
the 12 months period ended 31 January 2023 (FY23). Key points include:
• FY23 net profit for the year of $1.9 million, compared to a net loss of $73.2 million
in FY22.
• FY23 pro-forma EBITDA was a loss of $4.4 million, compared to an EBITDA profit of $6.7
million in FY22 (FY22 included $13.5 million of gains from the early close of FX
contracts).
• Sales volumes decreased from 7,672MT in FY22 to 5,837MT in FY23 (a decrease of
24%).
• Revenues decreased from $174.5 million in FY22 to $167.1 million in FY23 (a decrease of
4%).
• The mortality cost increased from $20.8 million in FY22 to $25.9m in FY23.
New Zealand King Salmon Chairman John Ryder said: “I am pleased to say that after a particularly
difficult period, our results have improved. This is due to several changes we have made across the
business, including the excellent work done by our aquaculture team in executing our new farming
strategies over summer.
“The company’s balance date of 31 January results in summer spanning across two financial year
ends. The increase in mortality expense on FY22 is attributable to the mortality event which
occurred during the previous summer. We are now seeing the benefit of our new farming strategies
in the current summer period (1 December – 22 March) with mortality reducing from $13.5m to
$2m, which is a significant improvement on the same period last year. This is reflected in the chart
below (orange line reflects the most recent summer):
01
Dec
08
Dec
15
Dec
22
Dec
29
Dec
05
Jan
12
Jan
19
Jan
26
Jan
02
Feb
09
Feb
16
Feb
23
Feb
02
Mar
09
Mar
16
Mar
23
Mar
30
Mar
Summer 2022/23 Mortality lowest in last 6 years
(Metric Tonnes)
2017 / 182018 / 192019 / 20
2020 / 212021 / 222022 / 23
“In a supplementary strategy, we implemented a seasonal harvest, whereby we harvest smaller fish
as additional volume prior to the summer months. Towards the end of FY23, we successfully
completed the first seasonal harvest from Ruakaka farm in the Queen Charlotte Sound, resulting in
an approximate increase of 750 tonnes of biomass,” Mr Ryder added.
“The key lesson in facing adversity is how you react to it. The Board and leadership team have made
significant changes to our operations that gives us confidence for the future.”
Acting Chief Executive Graeme Tregidga said: “First and foremost we have focused on the health of
our fish and the right sizing of the business. We are making good progress and we acknowledge we
have much more work to do.
“We also received news that our Blue Endeavour resource consent application to farm in the open
ocean (7km north of Cape Lambert, in Cook Strait) had been approved by commissioners. We had
two appeals that the company hopes to mediate to a successful conclusion,” Mr Tregidga added.
The Board is providing pro-forma EBITDA guidance in a range of $21m to $25m for FY24. In providing
this guidance, NZK is no longer removing the impact of IFRS16 leases, which has the impact of adding
~$1.4m to the EBITDA range.
Authorised by:
Board of Directors of New Zealand King Salmon Investments Limited
For investor or analyst queries, please contact:
Graeme Tregidga, Acting CEO, New Zealand King Salmon Investments Ltd,
graeme.tregidga@kingsalmon.co.nz
Ben Rodgers, CFO and Company Secretary, New Zealand King Salmon Investments Ltd,
ben.rodgers@kingsalmon.co.nz
About New Zealand King Salmon
New Zealand King Salmon is the world’s largest aquaculture producer of the premium King salmon
species. We operate under our four key brands: Ōra King, Regal, Southern Ocean, and Omega Plus,
as well as our New Zealand King Salmon label. We have been growing and selling King salmon to
consumers for more than 30 years.
More information can be found at www.kingsalmon.co.nz
---
NZK
Results announcement
31 January 2023
Results for announcement to the market
Name of issuer New Zealand King Salmon Investments Limited
Reporting Period 12 months to 31 January 2023
Previous Reporting Period 12 months to 31 January 2022
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$167,131 (4%)
Total Revenue $167,131 (4%)
Net profit from continuing
operations
$1,891 <>%
Total net profit $1,891 <>%
Interim/Final Dividend
Amount per Quoted Equity
Security
$ nil
Imputed amount per Quoted
Equity Security
$ nil
Record Date N/A
Dividend Payment Date N/A
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.30 $0.76
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Decrease Net tangible asset per Quoted Equity Security reflects
the impact of the rights issue completed in May.
No final dividend was declared in respect of the 12 months
ended 31 January 2023.
Authority for this announcement
Name of person
authorised
to make this announcement
Ben Rodgers
Contact person for this
announcement
Ben Rodgers
Contact phone number 03 548 5714
Contact email address Ben.rodgers@kingsalmon.co.nz
Date of release through MAP
29/03/23
Audited financial statements accompany this announcement. Pursuant to ASX Listing
Rule 1.15.3, New Zealand King Salmon Investments Limited confirms that it continues
to comply with the rules of its home exchange (the NZX Main Board)
---
ANNUAL REPORT
2023
Contents
OVERVIEW .......................................3
OUR PEOPLE, CULTURE
AND PROCESSES ...............................15
AQUACULTURE .................................18
SUSTAINABILITY ..............................23
KEEPING OUR BRANDS PROMINENT ......27
LEADERSHIP & CORPORATE
GOVERNANCE ..................................31
FINANCIAL STATEMENTS ....................64
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS2
Overview
CHAIR AND
CEO REPORT
CLIMATE CHANGE
NZKS farms King salmon in Pelorus and Queen Charlotte
Sounds in the Marlborough Sounds, as well as Tory
Channel. In recent years, the two Sounds have seen water
temperatures consistently above the optimum range for
salmon farming. In comparison, Tory Channel is exposed
to southerly swells, has strong tidal currents, consistently
colder water and has always been a haven for farming
salmon during warmer months.
According to the National Institute of Water and
Atmospheric Research (NIWA), 2022 was the hottest
year on record in New Zealand, driven by another La Niña
event. This resulted in extremely high fish mortalities
throughout January, February, and March (particularly
A key lesson when facing adversity is
how you react to it. The New Zealand
King Salmon Board and leadership
team have made significant changes
to our operations that gives us
confidence in future prospects.
the last two months) and a record loss for FY22.
We embarked upon a capital raise of $60.1 million to
preserve liquidity and restructure the balance sheet –
repaying all bank debt on a net basis.
We needed smarter strategies, with fish health being our
number one priority. In addition, fish that are fed and
raised but do not survive are expensive for the company
– costing over $20 million in mortalities for 2022. We
therefore sought a change of approach to our farming
practices to minimise the impact of ongoing climate
change. In a simple but significant move, we decided
to avoid the detrimental effect that warmer summer
temperatures had on our fish, rather than fight it.
John Ryder
CHAIR
Graeme Tregidga
ACTING CHIEF
EXECUTIVE OFFICER
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS4
OVERVIEW
IMPROVEMENT IN MORTALITIES
Our revised sea farm strategy involves maintaining
year–round farming operations in the Tory Channel,
which is consistently cooler than the Pelorus Sound
due to incoming water from the east coast current.
Three of the four active Pelorus Sound farms — Forsyth
Bay, Kopaua and Waihinau will be fallowed. The
one remaining Pelorus farm, Waitata, will remain
operational to evaluate vaccine and seasonal smolt
strategies.
In a supplementary strategy, we have implemented
a seasonal harvest, whereby we harvest smaller fish
as additional volume prior to the summer months.
Towards the end of FY23, we successfully completed
the first seasonal harvest from Ruakaka farm in the
Queen Charlotte Sound, resulting in an approximate
increase of 750 tonnes of biomass.
The 2023 summer mortalities improvement is
illustrated in the graph.
01
DEC
15
DEC
29
DEC
12
JAN
26
JAN
09
FEB
23
FEB
09
MAR
23
MAR
06
APR
SUMMER MORTALITY THIS YEAR
COMPARED TO LAST 5 YEARS
2022/232021/222020/212019/202018/192017/18
MT
Note that the orange “summer of 23” mortality line is well below
the green line for 2022.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS5OVERVIEWOVERVIEW
RIGHT SIZING
There is always a trade-off with significant change.
The adaptations we have made to our farming model
have naturally reduced our production volumes to an
annual harvest capacity of around 6,500 tonnes. To
compensate, the company embarked on a “right sizing”
exercise to lower expenses to a more appropriate level.
We reduced team numbers by around 20 per cent,
mostly by natural attrition (assisted by a strong labour
market), while other substantial cost saving initiatives
were successfully implemented.
IMPACT ON EARNINGS
Shareholders will appreciate that the company has a 31
January balance date. This means that the FY23 financial
year still had a legacy of mortality losses from the
previous summer, particularly February and March 2022.
FY23 had a net profit for the year of $1.9 million in FY23,
compared to a net loss of $73.2 million in FY22.
Pro-forma EBITDA for FY23 was a loss of $4.4 million,
compared to a pro-forma EBITDA profit of $6.7 million in
FY22 (including $13.5 million of positive forex close-outs).
However, the FY23 result was above our original guidance
range of an $8-$12 million pro-forma EBITDA loss provided
during the equity raise.
Sales volumes decreased from 7,672MT in FY22 to 5,837 in
FY23 (a decrease of 24%).
Revenues decreased from $174.5 million in FY22 to $167.1
million in FY23 (a decrease of 4%). This figure benefitted
from price increases in all markets.
The mortality cost increased from $20.8 million in FY22 to
$25.9 million in FY23.
We are happy to advise that with the warmer vulnerable
2023 months now largely behind us and the company
benefitting from a much lower level of mortalities at
the start of the financial year, FY24 is well placed for a
positive increase in earnings.
TARGET TONNES HARVESTED
6,500
REDUCTION TO
TEAM NUMBERS
20%
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS6OVERVIEWOVERVIEW
BLUE ENDEAVOUR
In November, we received the good news that our
Blue Endeavour resource consent application to farm
in the open ocean (7km north of Cape Lambert, in
Cook Strait) had been approved by the Commissioners –
albeit with two appeals that the company hopes to
successfully resolve.
It has taken six years and nearly $7 million to get to this
point and the hearing took nearly a year. The application
was supported by the Ministry for Primary Industries,
and we have now received a significant and encouraging
decision that will benefit the future for aquaculture
in New Zealand.
It also endorses the Government’s aspiration for the
nation to have $3 billion in revenue from aquaculture
farming by 2030. Protein is needed to feed the world
and salmon farming can be more sustainable than other
forms of protein farming, traditionally found on land.
New Zealand has one of the world’s largest Exclusive
Economic Zones, with a marine area more than 15 times
larger than its land mass and is therefore well placed to
provide quality King salmon to markets around the world.
Blue Endeavour is a medium to long term project with the
potential to add 10,000MT to our harvest volume, working
in conjunction with our nursery sites.
SUSTAINABILITY
Sustainability is a critical part of our business and social
licence, and we are adapting our programme to suit
environmental needs. We were therefore gratified to
see this recognised by receiving the 2022 Sustainability
Award at the Marlborough Chamber of Commerce
annual awards.
We completed another successful Best Aquaculture
Practices audit, receiving the highest possible 4-star
rating for the fifth consecutive year and submitted a
second Modern Slavery Statement to the ASX.
BUSINESS UPDATE
As part of the temporary austerity measures, we have
cut back and deferred capital expenditure. A major part
of the FY23 spend related to the continuation of capex
projects that commenced in FY22 (a new barge and net
cleaning vessel). The ongoing expenditure associated with
the Blue Endeavour resource consent application is also
coming to an end.
We also sold our Waiau hatchery at the end of FY23,
as it was surplus to requirements. Our two remaining
hatcheries are in Takaka and Tentburn.
Global supply chain issues continue, but we are pleased
to have a more consistent supply of feed due to the
recent commencement of direct shipping routes by the
two Tasmanian feed companies, Biomar Australia and
Skretting into the Top of the South.
Our brands also flourished in international markets, with
North American premium demand continuing to be
strong for Ōra King in foodservice and the Regal brand
in retail. Regal remains New Zealand’s most preferred
smoked salmon brand.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS7OVERVIEWOVERVIEW
John Ryder
CHAIR
Paul Steere
CHAIR, AUDIT AND FINANCE COMMITTEE
LEADERSHIP CHANGES
In November, Grant Rosewarne resigned after 13
years with the company. As CEO, Grant made a
significant contribution to the company, including
leading it through the IPO and the creation of its
global Ōra King brand. He had a wonderful passion
for the product and firmly believed in the quality
and health benefits of King salmon. This passion
led to major opportunities and successes overseas.
Grant also guided the company through several
recent challenges, including the Covid-19
pandemic and the application for the open ocean
water space. He has been a great champion for
the company and the aquaculture industry in
general. We wish him well.
The company has appointed Graeme Tregidga
as Acting CEO and commenced an international
search for a new CEO. Graeme is highly
experienced and was previously the company’s
General Manager of Sales.
SUMMARY
It has been a challenging year and the Board would like
to thank management and team members for their
commitment, and ability to adapt and navigate the
company during difficult times. We believe we have a more
stable farming and business model that reduces our mortality
risk and will profitably sustain a temporary reduction in
output, with a positive path towards increasing production.
Our earnings guidance range for FY24 of a pro-forma EBITDA
profit of $21m - $25m reflects these improvements.
Underpinning our efforts is the fact that we grow a healthy
and nutritious protein product, with a minimal environmental
footprint. The company remains the largest global producer
of the King salmon species, a premium fish in international
markets. Our brands continue to attract exceptionally high
prices around the world.
On behalf of the Board, we would also like to take this
opportunity to thank all stakeholders, including shareholders
and customers, who have continued to support us
throughout the year.
The annual report is dated 28 March 2023 and signed
on behalf of the Board by:
NEW ZEALAND KING SALMON fi ANNUAL REPORT FY23CONTENTS8OVERVIEWOVERVIEW
PERFORMANCE HIGHLIGHTS
GAAPPro-Forma*
NZ$000sFY23FY22% chg.FY23FY22% chg.
Volume Sold (t)5,837 7,672 -24%5,837 7,672 -24%
Revenue167,131 174,530 -4%167,131 174,530 -4%
Gross Margin30,623 12,743 140%22,285 21,563 3%
Gross Margin %18%7%13%12%
EBITDA11,698 (15,593)<>(4,415)6,698 <>
EBITDA %7%-9%-3%4%
EBIT3,276 (84,973)<>(11,251)(60,935)<>
NPAT1,891 (73,202)<>(8,417)(55,715)<>
GROUP FINANCIAL PERFORMANCE
KEY DRIVERS
• Performance impacted by mortality events
in Q1FY23, resulting in higher than forecast
mortality expenses
• Performance improvements in second half
of year in addition to a fair value uplift in
salmon biomass at sea
• Decrease in revenue is a direct result of
reduced biomass and volume
• Price increases, product optimisation and market
selection helped minimise the financial impact
of a reduction in volume
• Capex constrained to completion of pre-committed
long-term projects, with a considered approach to
overall reduction of operating expenses implemented
• Completion of pro rights offer in 1H23 contributed
to net cash position
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS9OVERVIEWOVERVIEW
PERFORMANCE HIGHLIGHTS
NZ$000
FY23 GAAP NPAT
FY23 PROFORMA
OPERATING EBITDA
NZ$000
-10
0
10
20
30
25.225.1106.7
7.1
1.9
FY19
(Jun)
FY20
(Jun)
FY22
(Jan)
FY21
(7 mths
to Jan)
FY23
(Jan)
FY19
(Jun)
FY20
(Jun)
FY22
(Jan)
FY21
(7 mths
to Jan)
FY23
(Jan)
4.4
-75
-50
-25
0
25
11.3
18
73.2
NZ$000
FY23 GAAP NPAT
FY23 PROFORMA
OPERATING EBITDA
NZ$000
-10
0
10
20
30
25.225.1106.7
7.1
1.9
FY19
(Jun)
FY20
(Jun)
FY22
(Jan)
FY21
(7 mths
to Jan)
FY23
(Jan)
FY19
(Jun)
FY20
(Jun)
FY22
(Jan)
FY21
(7 mths
to Jan)
FY23
(Jan)
4.4
-75
-50
-25
0
25
11.3
18
73.2
FY23FY22% chg.
Harvest Volume G&G (MT)6,0147, 3 8 2-19%
Average G&G Harvest Weight (Kg)3.123.50-11%
Feed Conversion Ratio (FCR)1.661.87-11%
Closing Livestock Biomass4,6206,015-23%
Feed Cost ($ / Kg of feed)3.062.3928%
BIOLOGICAL PERFORMANCE
FISH PERFORMANCE
Fish performance continues to be a key focus
for the business, we are confident the recent
adaptations to the sea farm production model
will ensure our future sustainability.
• Reduced harvest volumes as a result of
increased mortality events, overall harvest
volume for FY24 will increase as the cooler
water space in the Tory Channel is optimised
• Adapted aquaculture model has been fully
implemented, with the summer of 2022-2023
being the first year without stocks held in the
majority of the warmer water sites
• Seasonal harvest concept outperformed
initial expectations, resulting in overall lift
in FY23 harvest volume
• Significant increases in feed prices
throughout FY23 due to raw material
constraints (impact of global pandemic
and Russia/Ukraine war)
• Waitata farm in the Pelorus Sound is
showing encouraging results from the
commercial vaccine trial. Full results due
at end of Q1FY24
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS10OVERVIEWOVERVIEW
37
%
NORTH
AMERICA
NEW
ZEALAND
41
%
10
%
AUSTRALIA
5
%
ASIA
EX JAPAN
3
%
JAPAN
4
%
EUROPE
O U R
GLOBAL
SALES
FOOTPRINT
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS11OVERVIEW
NZ — 41% (FY22 40%)
Constrained supply across the business saw reduced
volumes being sold within the NZ domestic market
throughout FY23. Demand for quality protein remains
strong and this was reflected in pricing for premium
products. Supply chains have yet to fully recover and
this has created further demand for our product,
particularly in the retail sector.
Australia — 10% (FY22 7%)
Demand throughout the year was firm. Lower
supply volumes in the first half of the year meant a
realignment of pricing and rebuilding of sales. The
second half of the year saw strengthening foodservice
sales. Retail sales of our Regal branded products
continue to perform well despite the increase in price.
Demand for our high quality branded range
continues to outstrip supply. We have carefully
managed customer relationships to achieve a
price premium and strong brand engagement.
MARKET DYNAMICS
(SALES VALUE PER MARKET)
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS12OVERVIEW
Regal
19
%
New Zealand
King Salmon
40
%
34
%
Ōra King
Southern
Ocean
6
%
Omega
Plus
1
%
SALES BY
BRAND
($ FY23)
8
%
Wood
Roasted
Cold
Smoked
Other
6
%
15
%
Whole
Salmon
50
%
21
%
Fillets and
Portions
SALES BY
PRODUCT
($ FY23)
Domestic
retail
22
%
International
foodservice/retail
59
%
Domestic
Foodservice
19
%
SALES BY
CHANNEL
($ FY23)
North America — 37% (FY22 39%)
North American premium demand remains strong
with Ōra King in foodservice and Regal branded retail.
Foodservice sales volumes were reduced throughout
1HY23 and were in a rebuilding phase for 2HY23.
North America suffered with significant supply chain
disruptions that mostly affected our retail sales.
Japan — 3% (FY22 6%)
The Japan market volume reduction when comparing
to FY22 is due to cessation of frozen whole salmon
agreements as well as removal of some promotional
events. Inflation in Japan has been significantly lower
than our other trading markets and pricing increases
have been more challenging to implement.
Europe — 4% (FY22 3%)
Like other markets, Europe has been in a rebuilding
phase. We were unable to meet all the demand due
to the shortage of our supply. Pricing remains firm
and we have extended our Regal branded products
into additional retail outlets.
Asia (exc. Japan) — 5% (FY22 5%)
Supply chain disruptions provided challenging
trading conditions. Price increases added additional
pressures which suppressed demand. Support
remains strong for our product, and we continue
to drive our Regal branded products into retail
throughout Asia.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS13OVERVIEW
OUR YEAR IN
SUMMARY
FEB
APR
JUN
2022
2023
Elevated summer
temperatures
contribute to increased
fish mortalities at
sea farms
Victoria Taylor
appointed to the Board
of New Zealand King
Salmon Investments
Limited as an
Independent Director
Elevated summer
temperatures
contribute to
increased fish
mortalities at
sea farms
Introduction of fish to
Tentburn’s new first
feeding facility
NZKS announces a
$60.1 million pro rata
rights offer, proceeds
used to repay
debt following the
impact of elevated
mortalities
$60.1 million pro
rata rights offer
successfully completed
Regal Maple cold
smoked salmon
awarded Superior
Taste Award of 3
stars by International
Taste Institute
5 NZKS scholarships
awarded to NMIT
students
Establishment of
Fish Farming Review
Committee to focus on
improving outcomes
25% of all team
members’ computer
hardware replaced
to meet current
business needs
Workforce reduced
by 18% — on target
to right-sizing the
organisation
End of 1H23 — results on
track with forecast
Final harvest at
Waihinau Bay
and Kopaua sea
farms, fallow period
commences
BAP 4-star accreditation
is awarded for fifth
consecutive year
Final harvest for three
Pelorus sea farms
complete, fallow period
commences
First launch into
European retail with
Regal Manuka cold
smoked range in
Carrefour, Italy
Release of 1H23 results
and reconfirmation
of full year earnings
guidance
Tory Channel sea farms
remote feeding system
fully operational
First delivery of feed via
the new direct shipping
route from Tasmania,
Australia
Omega Plus awarded
China-based, Pet
Dahoop’s ‘2022 Pet
Owner Favourite
Imported Dog Treat
Brand’ award
NZKS head office
teams relocated to
offices in Bullen St and
Merton Place, Nelson.
Kai Hamāna barge and
Ika Mā net cleaning
vessel arrive in the
Marlborough Sounds
Resource consent granted
for Blue Endeavour, New
Zealand’s first open
ocean finfish farm
CEO Grant Rosewarne
resigns, Graeme Tregidga
is appointed Acting CEO
NZKS receives the
Sustainability Award at
Marlborough Chamber
of Commerce Business
Awards
Takaka freshwater site
undertakes the largest
Ōra King TYEE harvest
of 64 fish
First seasonal harvest
from Ruakaka farm in
QC Sound provides an
additional ~750 tonnes
of biomass
Construction complete
on new facilities for
Regal smoked salmon
dips range
Waiau freshwater
facility sold
MAR
MAY
JUL
AUG
SEP
OCT
NOV
DEC
JAN
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS14OVERVIEWOVERVIEW
Our People,
Culture and
Processes
There is no doubt the organisation has
faced many challenges and change
throughout FY23. With the need to reduce
costs, departments have been restructured,
teams consolidated, and offices relocated.
Across all divisions, our people were tasked with
rationalisation, simplification, cost control and
productivity gains.
The process has given the organisation a renewed clarity
on what is essential to the successful operations of our
business and what are ‘nice to haves’. Although we have
taken care not to sacrifice what is needed, we now carry
out our BAU (business as usual) in a different way. We
operate in a much leaner and effective manner; our
people have found creative and innovative solutions and
have been agile to the changes implemented.
Our overall workforce has been reduced by 20 per cent;
with the processing division seeing an overall reduction
of 30% due to the reduced volume and streamlined
operations. Natural attrition accounted for 80% of the
overall reduction and 20% was focused redundancies. A
staged approach was taken to this process, whilst closely
observing the national labour market. The company
partnered with local industry and government agencies to
support affected team members into other employment.
Throughout this right-sizing process, we ensured our
existing workforce were supported, involved, and
engaged. We continued to develop our people, and teams
have taken pride in directly contributing to the cost-
saving initiatives. We worked hard to ensure changes were
communicated effectively throughout the organisation –
both the how and the why.
Throughout the year, team members have shown
resilience, none more so than our aquaculture division
who had to deal with the increase in mortalities in early
2022. However, despite the challenges, our team remains
committed, proud, and engaged. There is renewed
optimism for FY24 and beyond with our adapted models
and a changed leadership team.
OUR PEOPLE, CULTURE
AND PROCESSES
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS16OUR PEOPLE, CULTURE AND PROCESSES
OUR PEOPLE, CULTURE AND PROCESSES
ACHIEVEMENTS:
42%
17%
25%
147
0
24%
270
increase in whole fish productivity
by primary processing team
increase in primary processing
portioning output
of all team members’ computer
hardware replaced to meet
current business needs
training courses completed by
team members via Go1, online
learning management tool
reduction in LTIFR and
8% reduction in LTI count
notifiable WorkSafe incidents
Way We Work nominations and
53 Positive Safety nominations
submitted by team members
Find out about our
‘Way We Work’ framework
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS17OUR PEOPLE, CULTURE AND PROCESSES
Aquaculture
Our aquaculture division has remained
nimble throughout FY23; expertly adapting
sea farming operations as needed, whilst
ensuring that every decision has the best
possible outcome for our King salmon.
Although our production volumes are
reduced, our sea farming operations are now
focused on the areas that are best suited
to salmon farming; we may be a smaller
operation, but we are more effective.
In addition to the strong focus on sea farm operations
and gains seen in this space, progress has also been
made in other areas. Working closely with our partners
the Cawthron Institute, we have an ongoing thermal
tolerance research project for brood stock fish, in addition
to various fish-health based trials.
We have continued to simplify on-farm processes
and in FY23, a semi-automatic vaccination machine
was ordered for our Tentburn freshwater facility. Due
to arrive mid-FY24, this will result in a more efficient
vaccination process.
The infrastructure upgrade projects that commenced in
FY22 were delivered in late FY23. The Ika Mā net cleaning
vessel and Kai Hāmana barge are functioning well with
final commissioning due early FY24. The Ika Mā features
the AKVA FNC8, a state-of-the-art, remote operated net
cleaner which is expected to increase the net cleaning
team’s capacity as it is more than twice as efficient as
previous net cleaners.
AQUACULTURE
Kai Hāmana at Clay Point farm in the Tory Channel
was a much-needed replacement for an old
barge. Upgraded features include a 320-tonne
feed storage capacity, purpose-built loading deck,
along with an increased number of feed lines and
blowers which allow a greater number of pens to be
serviced simultaneously.
The implementation of a centralised feeding station
for the Tory Channel, using remote cameras and
technology has resulted in a more focused and
efficient approach to feeding which has enabled the
team to concentrate on other essential operations.
Preparations have also commenced on renewal
applications for sea farm consents due to expire in
2024. This work will continue into FY24 and beyond.
In the meantime, we will continue to evolve our
adapted sea farming model throughout FY24 to suit
the conditions.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS19AQUACULTURE
Waihinau Bay - 2024
Waitata - 2049
Kopāua - 2049
Forsyth Bay - 2024
Blue Endeavour
Crail Bay(2 sites) - 2024
Ruakaka - 2024
Otanerau - 2024
Ngamahau - 2049
Te Pangu - 2036
Clay Point - 2036
P
e
l
o
r
u
s
S
o
u
n
d
Q
u
e
e
n
C
h
a
r
l
o
t
t
e
S
o
u
n
d
T
o
r
y
C
h
a
n
n
e
l
0
500
1000
1500
2000
2500
Te Pangu
Ngamahau
Ruakaka
Otanerau
Forsyth Bay
Waihinau
Waitata
Kopaua
Crail Bay (x2)
Clay Point
524
2,310
0
736
522
321
136
1,306
124
0
Fallowed sites
Active sites
Seaweed trial
Blue Endeavour region
Farm Name — Consent Expiry
Farm LocationsFY23 G&G Harvest Volumes (MT)
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS20AQUACULTURE
Blue Endeavour remains a project which
could deliver growth to our company. As
New Zealand’s first approved resource
consent for an open ocean finfish farm,
our primary focus is to ensure the farm is
built to withstand the conditions and the
production plans adhere to the imposed
consent conditions.
We expect the appeals lodged against the resource
consent to delay our timeline, so whilst working with
the external parties to mitigate their concerns, our
aquaculture team will continue to work through the
resource consent conditions, weaving them into the
production model and plans. Whilst also working
closely with key supply-chain partners, such as pen
manufacturers in Norway. The pens will undergo further
testing and trials to confirm the integrity and ability
to withstand the conditions of the Blue Endeavour site
which we continue to monitor. It is expected that the
development of the farm will be staged and structured.
BLUE ENDEAVOUR
In Summary
• A new open ocean salmon farm in the Cook Strait,
the first of its kind in New Zealand
• Expansion of employment opportunities in Te Tau Ihu
(Top of the South)
• Developed in conjunction with independent scientists
to meet strict environmental standards
• A sustainable and low-impact method of producing
healthy, nutritious protein
• A key contributor to achieving the Government’s
aquaculture strategy target of $3 billion by 2030
REVENUE
PER
YEAR
million
$
200
+
SURFACE
HECTARES
OF FARM
SPACE
12
OF SALMON
PRODUCED
PER YEAR
tonnes
10,000
NORTH OF THE OUTER
MARLBOROUGH SOUNDS
7
km
Watch our Blue Endeavour video
NEW ZEALAND KING SALMON fi ANNUAL REPORT FY23CONTENTS21AQUACULTURE
ACHIEVEMENTS:
Resource consent
granted for New
Zealand’s first open
ocean finfish farm,
subject to appeal
A successful first
seasonal harvest
at Ruakaka sea
farm, with results
outperforming
expectations
Ngamahau sea
farm’s new single
net system has
further reduced
the risk to native
wildlife in addition
to reducing
net cleaning
requirements
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS22AQUACULTURE
Sustainability
To independently verify our
sustainable operating practices, we
are regularly audited and assessed by
expert third-party organisations.
RECOGNISING SUSTAINABILITY
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS24SUSTAINABILITY
• NZKS received the Sustainability Award at
the Marlborough Chamber of Commerce
2022 Business Awards for our company-wide
approach and dedication to sustainability
• We were awarded a four-star rating for
the fifth consecutive year from Global
Aquaculture Alliance’s (GAA) Best
Aquaculture Practices (BAP) programme.
This is the highest designation in the
programme
ACHIEVEMENTS:
Preparations for Aotearoa New Zealand
Climate Reporting Standards
The External Reporting Board (XRB) was mandated by
the New Zealand Government to establish a climate-
related disclosures framework and in December 2022,
the final version of the climate reporting standards
were published. The mandatory reporting regime takes
effect for accounting periods that start on or after the
1 January 2023. In 2024, NZKS will report for the period
Feb 2023 — Jan 2024.
As the XRB’s climate reporting standards are aligned
with the globally supported Task Force on Climate-
Related Disclosures (TCFD) framework, the TCFD
climate disclosure gap assessment conducted in
FY22 has served as a foundation to our preparations.
An internal sustainability working group is being
established to develop the Group’s strategic response
to climate risk in line with the recommendations of the
new XRB climate-related disclosure requirements. We
are developing our disclosure plan under the four key
themes of governance, strategy, risk management
and targets.
We are liaising with industry to share insights and
learnings on the upcoming requirements and have
recruited a dedicated resource to help identify our
climate related risks and opportunities and better
understand the resilience of our business model and
strategy to climate change.
We identified the need for specialised data capturing
software and have partnered with the external
organisation thinkstep-anz. Throughout FY24, we will
utilise their carbon tool to capture our operational
metrics and translate these into emissions in carbon
dioxide equivalent (CO2e). This specialised software
also acts as a reporting and management platform
that will facilitate collecting, sharing and reporting of
this vital data. This is a progression from our Life Cycle
Analysis (LCA) work carried out in FY20 as it includes
downstream stages of our King salmon life cycle such
as the distribution and consumer phases.
We are developing our disclosure
plan under the four key themes of
governance, strategy, risk management
and metric and targets.
View our Sustainability
initiatives
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS25SUSTAINABILITY
A VERIFIED MEASURE FOR
CLIMATE IMPACTS
The company participated in a New Zealand salmon
industry LCA, with the results due to be published
in Q1 FY24.
The objective of this LCA is to better understand the
cradle to grave impacts of New Zealand’s farmed King
salmon industry as a whole, and compare with other
sources of dietary protein.
It is hoped the LCA will:
• Identify hotspots for potential future process
improvements across the King salmon lifecycle
• Compare the environmental footprint of King salmon
with other forms of edible protein
This work follows on from the individual LCA completed
by NZKS in FY20.
In FY22 we led the way in creating a standard, credible,
consistent method for the global salmon industry to
measure its environmental footprint. We collaborated to
create the world-first Product Category Rules (PCR) for
global salmon production. These PCR were used in the
New Zealand salmon industry LCA process.
We also used the PCR to develop our first
Environmental Product Declaration (EPD) in FY22 which
is still relevant today. An EPD assesses a product across
a range of environmental indicators, including its
potential to emit carbon and deplete natural resources.
As EPDs are verified by an independent third party, they
are a reputable, trusted source of information and can
be benchmarked against other EPDs. We were the first
food company in Australasia to complete an EPD and
the first King salmon company globally.
We led the way in creating a standard,
credible, consistent method for the
global salmon industry to measure its
environmental footprint.
View our EPD
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS26SUSTAINABILITY
Keeping
our Brands
Prominent
The Ōra King brand has maintained its
premium positioning by engaging key
chefs and decision makers across all
major markets.
Our focus has evolved from large-scale
communications and activations to a more
targeted approach. We have concentrated
our efforts on supporting key stakeholders,
increasing digital presence and re-purposing
global assets, including documentary
content, into bespoke communication tools
that are relevant to individual markets.
This has resulted in our customers
remaining engaged and loyal despite
the supply constraints.
Ambassador engagement continues to be
at the core of Ōra King. In FY23, we had our
most successful ambassador event with NZ
chefs hosting a ‘cook-off’ experience at Peter
Gordon’s Homelands in Auckland.
Having protected our core customer base,
rebuilding relevance for the brand is the key
focus moving into FY24.
Our brands continue to
perform well domestically and
internationally. North American
premium demand remains strong
for Ōra King in foodservice and
the Regal and Omega Plus brands
in retail.
KEEPING OUR
BRANDS PROMINENT
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS28KEEPING OUR BRANDS PROMINENT
Regal remains New Zealand’s most preferred smoked
salmon brand, proving consumer trust in the Regal
brand, and the exceptional quality and consistency of
our King salmon and value-added product offerings.
To maintain and expand brand presence with our
audiences in the most cost-efficient manner, the Regal
brand team concentrated their efforts on in-house digital
and social media programmes throughout FY23. With the
primary objective of telling the brand story and building
brand awareness across international markets to support
offshore sales.
Subsequently, Regal achieved a 20% increase across all
digital metrics in FY23, with 16,000 people visiting our
global website every month. As the most frequented
pages are the recipe pages, we have continued to develop
enticing and delicious new recipes to inspire and engage
our Regal fans.
Our Regal product offerings have been streamlined across
all markets, taking care to maintain the balance between
consumer demand for individual products and increased
operational and financial efficiencies.
Whilst balancing a shortened supply of product and
product rationalisation projects, we have worked hard
to maintain our existing commitments and expand our
customer base. In FY23, we celebrated our first European
retail launch with Regal Manuka cold smoked into
Carrefour Italy and are seeing increasing demand from
other European retailers. In Australia, we expanded our
cold smoked offering to the Woolworths group which
complements our existing listings with the Coles group.
Domestically, we finished the year with a 43% market
share and an average brand awareness of 57%. This
lower-than-average brand awareness figure is a direct
result of the product rationalisation and simplification
process and we aim to increase this throughout FY24.
Total Regal branded sales were $22.6m domestic sales
and $11.0m from international sales.
In FY24 we will continue with in-house digital solutions
and are focussed on brand development with the aim
of expanding our customer base to reach a younger
demographic. With a number of strategic product
launches in the pipeline, there are also some exciting new
offerings to keep our customers engaged.
16,000 people visit our global Regal
website every month, with the most
popular content being the recipe pages
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS29KEEPING OUR BRANDS PROMINENT
Our premium pet food brand, Omega Plus
has experienced increasing demand across
target markets throughout FY23.
We have expanded distribution in North
America with the successful launch of Omega
Plus cat treats into PetSmart. Distribution will
grow to over 1,000 stores in FY24 with North
American volumes forecast to double.
We continue to refresh our digital, social media
and ambassador programmes to maintain
brand presence across New Zealand and China,
whilst establishing a base-line digital presence
in North America to accumulate high-end, pet
owners in this target market.
FY24 will see us continue to invest in the three
key markets of New Zealand, North America
and China in order to increase profitable sales.
30,000
VOTED FOR
BY OVER
PET OWNERS
ACHIEVEMENTS:
A record harvest
of 64 Ōra King TYEE in
one day. Demand and
sales of TYEE continue to
exceed expectations
Regal Maple cold smoked
salmon awarded Superior
Taste Award 3 stars by
Omega Plus awarded
China-based, Pet Dahoop’s ‘2022
Pet Owner Favourite Imported
Dog Treat Brand’ award
Learn more
First
shipment
of Omega
Plus range
sent to
Taiwan
Successful launch
of two new Regal smoked
salmon dip flavours into
domestic retail stores
3
INTERNATIONAL
TASTE INSTITUTE
Distribution will grow to over 1,000
stores in FY24 with North American
volumes forecast to double.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS30KEEPING OUR BRANDS PROMINENT
Leadership
& Corporate
Governance
BOARD OF DIRECTORS
With overall responsibility for setting the Company’s
strategic direction and enhancing shareholder value,
our Board is committed to ensuring the Company
meets best practice governance principles and
maintains the highest ethical standards.
LEADERSHIP
& CORPORATE
GOVERNANCE
EXECUTIVE
The Executive is focused on ensuring
the organisation is managed at
the highest strategic level and they
work to realise the company’s long-
term corporate objectives.
Ben Rodgers
Chief Financial Officer
BBS, PGDipAcc
Graeme Tregidga
Acting Chief
Executive Officer
In addition to the Executive, the Senior Leadership Team
includes Grant Lovell (GM Aquaculture), Richard Smith
(GM Processing), Fiona Couchman (GM People & Culture),
David Wright (GM ICT), Denver McGregor (GM Food
Safety & Quality), Cindy Steele (Assistant GM Omega Pet
Foods), Nikki Rackley (Head of People & Culture).
John Ryder
Independent
Non-Executive Chair
MCom (Hons), FCA, CMA
Catriona Macleod
Independent
Non-Executive Director
GIBio, MSc, PhD, GAICD
Chiong Yong Tiong
Non-Executive Director
MCom, BCom
Jack Porus
Non-Executive Director
BCom, LLB
Carol Chen
Non-Executive Director
BBA
Paul Steere
Independent
Non-Executive Director
Victoria Taylor
Independent
Non-Executive Director
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS32LEADERSHIP & CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE STATEMENT
The Board of New Zealand King Salmon Investments Limited (the Company) is
committed to ensuring that the Company meets best practice governance principles and
maintains the highest ethical standards. This Corporate Governance Statement provides
an overview of the Company’s governance framework. It is structured to follow the NZX
Corporate Governance Code (NZX Code) and disclose practices relating to the NZX
Code’s recommendations.
The Board’s view is that during the reporting period the Group has complied with the
corporate governance principles and recommendations set out in the NZX Code apart
from specific areas noted in this report. The Board believes our governance structures
and in particular, our remuneration approach meets our strategic objectives. In forming
our conclusions, we have sought external feedback from shareholders and advisors to
challenge our thinking and validate our findings, which we have appreciated.
The Company’s key corporate governance documents referred to in this statement,
including charters and policies, can be found on the Company’s website,
www.kingsalmon.co.nz.
The Company’s Corporate Governance Code was reviewed, updated and approved
by the Board in December 2022. The extent to which the Company has followed the
recommendations in the NZX Code for the financial period to 31 January 2023 is detailed
in this Corporate Governance Statement, which is dated and was approved by the Board,
on 28 March 2023.
1. PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR
Directors should set high standards of ethical behaviour, model this behaviour and
hold management accountable for these standards being followed throughout the
organisation.
Recommendation 1.1
The Board should document minimum standards of ethical behaviour to which the
issuer’s Directors and employees are expected to adhere (a Code of Ethics).
Code of Ethics
The Board sets a framework of ethical standards for the Group via its Code of Ethics,
which is contained in the Company’s Corporate Governance Code. These standards
are expected of all Directors and employees of the Group.
The Code of Ethics covers a wide range of areas including requiring Directors,
employees, contractors and advisers to:
• Act honestly and with personal integrity in all actions.
• Declare conflicts of interest and proactively advise of any potential conflicts.
• Undertake proper receipt and use of corporate information, assets and property.
• In the case of Directors, give proper attention to the matters before them.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS33CORPORATE GOVERNANCE
• Act honestly and in the best interests of the Company, as required by law, and
take account of interests of shareholders and other stakeholders.
• Adhere to any procedures around giving and receiving of gifts.
• Adhere to any procedures about whistle blowing.
• Manage breaches of the Code of Ethics.
No breaches of the Code of Ethics were reported during the year to 31 January 2023.
Every new Director, employee and contractor is provided with a copy of the Code of
Ethics and must confirm that they have read and understand the Code of Ethics. The
Code of Ethics is available on the Company’s website.
The Code of Ethics is subject to regular review by the Board.
The Company maintains an interests register, on which Directors and executives
disclose any interests such as other Directorships, shareholdings or ownership, which
may potentially lead to conflicts or perceived conflicts of interest.
Recommendation 1.2
An issuer should have a financial product dealing policy which applies to employees
and Directors.
Share trading by Company Directors and Employees
The Board of the Company has implemented a formal procedure to handle trading
in the Company’s quoted financial products. All Directors, officers, employees,
contractors and advisers of the Group must comply with the procedures set out in
the Financial Products Trading Policy and Guidelines as detailed in the Company’s
Corporate Governance Code.
All trading by Directors and senior managers (as defined by the Financial Markets
Conduct Act 2013) is required to be reported to NZX and recorded in the Company’s
securities trading register. A blackout period is imposed for all Directors and
employees between the end of the half year and full year and the release to NZX of
the result for that period. The policy provides that shares may not be traded at any
time by any individual holding material information. The full procedures are outlined
in the Financial Products Trading Policy and Guidelines, which is contained in the
Company’s Corporate Governance Code, available on the Company’s website.
2. PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
To ensure an effective Board, there should be a balance of independence, skills,
knowledge, experience and perspectives.
Recommendation 2.1
The Board of an issuer should operate under a written charter which sets out the
roles and responsibilities of the Board. The Board charter should clearly distinguish
and disclose the respective roles and responsibilities of the Board and management.
Responsibilities of the Board
The Board is the ultimate decision-making body of the Company and appoints the
Chief Executive Officer (CEO) to whom it delegates the responsibility of managing
day-to-day operations.
The Board is responsible for setting the strategic direction of the Company, directing
the Company and enhancing shareholder value in accordance with good corporate
governance principles.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS34CORPORATE GOVERNANCE
In addition to the duties and obligations of the Board under the Companies Act 1993
(the Act) and the NZX Listing Rules, the functions of the Board include:
• Appointing the Chair and the CEO.
• Providing counsel to, and reviewing the performance of, the CEO and CFO.
• Reviewing and approving the strategic, business and financial plans prepared by
management.
• Monitoring performance against the strategic, business and financial plans.
• Approving major investments and divestments.
• Ensuring ethical behaviour by the Company, Board, management and
employees.
• Assessing its own effectiveness in carrying out its functions.
The Board monitors these matters by receiving reports and plans from management
and appropriate experts, and by maintaining an active programme of Company
site visits.
The Board uses committees to address certain issues that require detailed
consideration by members of the Board who have specialist knowledge and
experience. The Board retains ultimate responsibility for the functions of its
committees and determines their responsibilities.
The Board has a statutory obligation to maintain responsibility for certain matters.
It also deals directly with issues relating to the Company’s mission, appointments to
the Board, strategy, business and financial plans.
Details of the Board’s role, composition, responsibilities, operation, policies and
committees are provided in the Company’s Corporate Governance Code.
Recommendation 2.2
Every issuer should have a procedure for the nomination and appointment of
Directors to the Board.
Director nomination and appointment
The Board is responsible for appointing Directors. The Nominations and
Remuneration Committee manages the appointment process for new Directors
and the re-election of existing Directors in order to make a recommendation to the
Board. The nomination and appointment procedure is set out in the Committee’s
charter, which is included in the Company’s Corporate Governance Code.
When considering an appointment, the Committee will undertake a thorough check
of the candidate and their background. Where the Board determines a person is an
appropriate candidate, shareholders are notified of that and are provided with all
material information that is relevant to the decision on whether to elect or re-elect a
Director.
The Nominations and Remuneration Committee also has responsibility for reviewing
the composition of the Board to ensure that the Company has access to the most
appropriate balance of skills, qualifications, experience, perspectives and background
to effectively govern the Company.
In FY23 the Board engaged an external advisor to undertake a 360-degree feedback
review of the CEO and peer and management review of the Board, against best
practice benchmarks. As part of this work, a revised skills matrix has been developed:
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS35CORPORATE GOVERNANCE
The composition of the Board is reviewed by the Board to ensure that the Company
has access to the most appropriate balance of skills, qualifications, experience,
perspectives and background to effectively govern the Company. A number of areas
will be supplemented by on-going Director training. The Board noted the range of
qualifications, experience, perspectives, and backgrounds were appropriate at this
time. The average tenure of the current Directors is 7.4 years.
Recommendation 2.3
An issuer should enter into written agreements with each newly appointed Director
establishing the terms of their appointment.
Letter of appointment
All new Directors enter into a written agreement with the Company setting out the
terms of their appointment.
Recommendation 2.4 and 2.8
Every issuer should disclose information about each Director in its annual report or
on its website, including a profile of experience, length of service, independence,
ownership interests and Director attendance at Board meetings.
A majority of the Board should be independent Directors.
Board of Directors
The Directors are listed on page 32 of this report. A more detailed profile is
available on the company website here which includes information on the year of
appointment, skills, experience and background of each Director.
The roles of the Board Chair, Audit and Finance Committee Chair, and CEO are not
held by the same person.
Ownership of the Company’s shares by Directors is encouraged rather than being a
requirement. Directors’ ownership interests are disclosed at page 60.
The Board does not have a tenure policy; however, it recognises that a regular
refreshment programme leads to the introduction of new perspectives, skills,
attributes and experience.
Director period of appointment0-3 years3-9 years9 years +
Number of Directors223
9
%
10
%
10
%
12
%
11
%
10
%
4
%
4
%
2
%
11
%
7
%
10
%
8
%
8
%
8
%
8
%
8
%
8
%
9
%
8
%
9
%
9
%
8
%
9
%
Weighted Skills Chart
SELF RATINGTARGET
IndustryCommercial turnaroundPeople and culture
GovernanceCustomer connectionStrategy and growth
Financial expertiseStakeholder connectionLeadership
Commercial experienceTechnologySustainability
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS36CORPORATE GOVERNANCE
Interests Register
The Board maintains an Interests Register. Any Director with an interest in a
transaction with the Company must immediately disclose to the Board the
nature, monetary value and extent of the interest. A Director who is interested
in a transaction may attend and participate at a Board meeting at which the
transaction is discussed but may not be counted in the quorum for that meeting or
vote in respect of the transaction, unless it is one of which Directors are expressly
required by the Companies Act 1993 to sign a certificate or it relates to the granting
an indemnity.
Particulars of entries made in the Interests Register for the period to 31 January 2023
are included in the Director Disclosures section on pages 58–60.
Director Independence
On the advice of the Nominations and Remuneration Committee, the Board
determines annually on a case-by-case basis who, in its view, are Independent
Directors. The guidelines set out in the NZX Code are used for this purpose. The
Board will review any determination it makes on a Director’s independence
on becoming aware of any new information that may affect that Director’s
independence. For this purpose, Directors are required to ensure they immediately
advise the Board of any new or changed relationship that may affect their
independence or result in a conflict of interest.
The Board confirms the designation of John Ryder, Paul Steere, Catriona MacLeod
and Victoria Taylor as independent Directors as at 31 January 2023, noting Paul
Steere resigned as CEO of the Company in 2009. The Board has determined that
these Directors, including the Chair of the Board, remained independent during the
reporting period.
The Board currently has seven Directors, four of whom are considered independent.
Recommendation 2.5
An issuer should have a written diversity policy which includes requirements for
the Board or a relevant Committee of the Board to set measurable objectives for
achieving diversity (which, at a minimum, should address gender diversity) and to
assess annually both the objectives and the entity’s progress in achieving them. The
issuer should disclose the policy or a summary of it.
The Company recognises the value in diversity and seeks to ensure that the Board
and workforce of the Group is as diverse as the community in which we operate. A
formal diversity policy was adopted by the Board and can be found in the Company’s
Corporate Governance Code at https://www.kingsalmon.co.nz/governance/.
The Company does recruit, promote and compensate on the basis of merit,
regardless of gender, ethnicity, religion, age, nationality or union membership. The
Company does require that people in the workplace are treated with respect in
accordance with the Company’s Code of Conduct and Way We Work document.
The Board is reviewing the most appropriate measurable objectives and will report
against its progress in meeting any specific diversity objectives set by the Board in its
2024 Annual Report.
The Board is committed to increasing the level of diversity at Board and executive
level wherever possible, however no measurable objectives were set for the year
ended 31 January 2023.
Responsibility for workplace diversity and the setting of measurable objectives is held
by the Nominations and Remuneration Committee.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS37CORPORATE GOVERNANCE
The gender composition of the Company is as follows:
The Company has a long-term target of equal male and female representation at
Board and SLT level however this target has not yet been achieved.
Recommendation 2.6
Directors should undertake appropriate training to remain current on how to best
perform their duties as Directors of an issuer.
Director Training
The Board ensures that there is appropriate training available to all Directors to
enable them to remain current on how best to discharge their responsibilities and
keep up to date on changes and trends in areas relevant to their work. Directors
are provided with industry information and receive copies of appropriate company
documents to enable them to perform their role. The Board has allocated funding
of $1,000 per annum for each Director to provide resources to help develop and
maintain skills and knowledge.
Directors are expected to maintain their knowledge of latest governance and
business practices in order to perform their duties.
The Board also ensures that new Directors are appropriately introduced to
management and the businesses.
Recommendation 2.7
The Board should have a procedure to regularly assess Director, Board and
Committee performance.
Board Performance Evaluation
The Board annually assesses its effectiveness in carrying out its functions and
responsibilities. The Chair of the Board leads the review and evaluation of the Board
as a whole, and of the Board Committees, against their charters. The Chair of the
Board also engages with individual Directors to evaluate and discuss performance
and professional development.
In FY23 the Board engaged an external advisor to undertake a 360-degree feedback
review of the CEO and a peer and management review of the Board, against best
practice benchmarks. This provided the opportunity for a formal review of Board
as a whole and individual feedback for each Director. The report was delivered in
December 2022, and the Board are working through the feedback. The intention is to
implement a number of actions for Board development and working practice and to
implement these within our Corporate Governance Code.
Recommendation 2.9
An issuer should have an independent Chair of the Board. If the Chair is not
independent, the Chair and the CEO should be different people.
Chair assessment
The Chair of the Board has been determined as independent and the role of Chair
and CEO are held by separate individuals to ensure that a conflict of interest does
not arise. The Chair of the Board is responsible for leading the Board, facilitating the
effective contributions of all Directors and promoting constructive and respectful
relations between Directors and between the Board and management. The Chair is
also responsible for setting the Board’s agenda and ensuring that adequate time is
available for discussion of all agenda items, in particular strategic issues.
As at 31 January 2023As at 31 January 2022
PositionFemaleMaleFemaleMale
Board3 (43%)4(57%)2 (29%)5(71%)
Senior Leadership Team3 (33%)6 (67%)2 (20%)8 (80%)
NZKS Organisation171 (39%)264 (61%)232 (40.6%)339 (59.4%)
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS38CORPORATE GOVERNANCE
Issuers should have an independent Chair who can contribute to a culture of
openness and constructive challenge that allows for a diversity of views to be
considered by the Board. Good governance demands an appropriate separation
between those charged with managing a listed entity and those responsible for
overseeing its managers.
3. PRINCIPLE 3 – BOARD COMMITTEES
The Board should use committees where this will enhance its effectiveness in key
areas, while still retaining Board responsibility.
Board Committees
The Board formally constituted three committees in June 2018: the Nominations
and Remuneration Committee, the Audit and Finance Committee and the Health,
Safety and Risk Committee. Each committee focuses on specific areas of governance
and together they strengthen the Board’s oversight of the Company. Committee
membership is reviewed annually.
In FY23 following the summer mortality event, the Board established the Fish
Farming Review Committee as a new temporary Committee. The Fish Farming
Review Committee was established to consider all aspects of NZKS fish farming, with
focus on fish health, farming strategies and opportunities and risks.
Each non-temporary Committee has a written charter that is approved by the Board
and sets out its mandate. The charters are reviewed regularly with any proposed
changes recommended to the Board for approval. The charters can be found within
the Company’s Corporate Governance Code.
Attendance at Meetings
The table below sets out Director attendance at Board and Committee meetings
during the financial year to 31 January 2023.
DirectorBoard
Audit &
Finance
Committee
Nominations &
Remuneration
Committee
Health,
Safety & Risk
Committee
Fish Farming
Review
Committee
John Ryder
(Chair)10/103/3---
Paul Steere
(Chair Audit
and Finance Committee)
1
9/103/32/2--
Jack Porus
4
(Chair Fish
Farming Review Committee)
8/103/32/2-16/16
Catriona Macleod
(Chair
Health, Safety and Risk
Committee)
4
10/10--4/416/16
Chiong Yong Tong10/10--3/4-
Yuen Ping Carol Chen10/10----
Victoria Taylor
(Chair
of Nominations and
Remuneration Committee)
2
10/10-2/2--
Grant Rosewarne
(Executive Director)
3
5/10----
1
Paul Steere stepped down as the Chair of the Nominations and Remuneration Committee in May 2022.
2
Victoria Taylor was appointed to the NZKS Board on 23 February 2022 and appointed to Chair the Nominations and
Remuneration Committee from May 2022.
3
Grant Rosewarne retired as a Director on 27 June 2022 and resigned as CEO effective 1 November 2022.
4
The Fish Farming Review Committee was established in May 2022.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS39CORPORATE GOVERNANCE
Recommendation 3.1
An issuer’s Audit and Finance Committee should operate under a written charter.
Membership on the Audit and Finance Committee should be a majority of
Independent Directors and comprise solely of non-executive Directors of the issuer.
The Chair of the Audit and Finance Committee should not also be the Chair of the
Board.
Audit and Finance Committee
The primary function of the Audit and Finance Committee is to assist the Board in
fulfilling its oversight responsibilities relating to the Company:
• To oversee the financial reporting and continuous disclosure processes ensuring
that the interests of shareholders are properly protected.
• To ensure internal control and disclosure maintains integrity, transparency
and adequacy.
• To provide the Board with an independent assessment of the Company’s
financial position and accounting affairs.
• To oversee the Company’s capital and treasury management.
The members of the Committee are majority Independent Directors and all non-
executive Directors, all with accounting and financial knowledge. The members
are Paul Steere (Chair) (independent, non-executive), John Ryder (independent,
non-executive) and Jack Porus (nominated as a Director by Oregon Group Limited
and thus not independent). The Chair of the Audit and Finance Committee and
the Board Chair are different people. The Audit and Finance Committee held three
meetings during the period to 31 January 2023. The agenda items for each meeting
generally relate to financial governance, external financial reporting, external audit,
internal controls and processes, and compliance.
Recommendation 3.2
Employees should only attend Audit and Finance Committee meetings at the
invitation of the Audit and Finance Committee.
Meeting Attendance
The CEO, Chief Financial Officer (CFO) and Financial Controller are regularly
invited to attend Audit and Finance Committee meetings. The Committee also
regularly holds private sessions with the external auditors, which management
is excluded from.
Recommendation 3.3 and 3.4
An issuer should have a Remuneration Committee which operates under a written
charter (unless this is carried out by the whole Board). At least a majority of
the Remuneration Committee should be independent Directors. Management
should only attend Remuneration Committee meetings at the invitation of the
Remuneration Committee. An issuer should establish a nomination committee to
recommend Director appointments to the Board (unless this is carried out by the
whole Board), which should operate under a written charter. At least a majority of
the nomination committee should be independent Directors.
Nominations and Remuneration Committee
The Nominations and Remuneration Committee’s role is to assist the Board by:
• Establishment of a clear framework for oversight and management of the
Company’s remuneration structure, policies, procedures and practices to ensure
the Company’s remuneration is fair and reasonable.
• Defining the roles and responsibilities of the Board and senior management.
• Reviewing and making recommendations on Board composition and succession.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS40CORPORATE GOVERNANCE
In particular, the Nominations and Remuneration Committee’s role is to ensure
that the Board is balanced in terms of skills and knowledge and to ensure that the
method of nomination and appointment of Directors is transparent.
Under the Nominations and Remuneration Committee Charter, the Committee shall
comprise of, wherever possible, a majority of independent Directors.
The current members of the Committee are Victoria Taylor (Chair) (independent,
non-executive) and Jack Porus (nominated as a Director by Oregon Group Limited
and thus not independent). Therefore, the Nominations and Remuneration
Committee does not currently have a majority of independent Directors as
recommended by the NZX Code Recommendations 3.3 and 3.4. The Company
has decided that the current composition of the Nominations and Remuneration
Committee best serves the Company and is appropriate given the current
composition of the Board and allocation of Director responsibilities.
The Committee held two meetings during the financial year to 31 January 2023.
Recommendation 3.5
An issuer should consider whether it is appropriate to have any other Board
committees as standing Board committees. All committees should operate under
written charters. An issuer should identify the members of each of its committees,
and periodically report member attendance.
Health, Safety and Risk Committee
The Company has since 2015 operated a management Health & Safety Steering
Group, generally meeting quarterly and with attendance by a Board Director.
The Board’s commitment to ensuring a safe and healthy workplace for team
members, contractors and visitors led to it establishing a Health, Safety and Risk
Committee in June 2018, which operates under a written charter.
The primary functions of the Health, Safety and Risk Committee are:
• To assist the Board to provide leadership and policy for health and safety, in
addition to other risks such as sustainability.
• To assist the Board to fulfil its responsibilities and to ensure compliance with
all legislative and regulatory requirements in relation to the health and safety
practices of the Company as those activities affect employees and contractors.
• To support the ongoing improvement of health and safety in the workplace.
• Ensure and overview the identification of risk to the Company’s operations, both
financial and non-financial, the mitigation measures in place and such further
measures to be enacted so risk is managed to as satisfactory a level as practical.
The members of the Committee are Catriona Macleod (Chair) (independent, non-
executive) and Chiong Yong Tiong (nominated as a Director by Oregon Group Limited
and thus not independent).
The Committee held four meetings during the financial year to 31 January 2023.
Fish Farming Review Committee:
In 2023 following the summer mortality event the Board established the Fish Farming
Review Committee as a new temporary Standing Committee.
Fish Farming Review Committee was established to consider all aspects of
NZKS fish farming.
The primary functions of the Fish Farming Review Committee are:
• To assist the Board in considering all aspects of NZKS fish farming and to present
recommendations to the Board and the CEO of the Company.
• To support the ongoing improvement in fish health and farming strategies.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS41CORPORATE GOVERNANCE
• Ensure the identification of both the opportunities and risks to the Company’s
fish farming operations.
The members of the Committee are Jack Porus (Chair) (nominated as a Director
by Oregon Group Limited and thus not independent) and Catriona Macleod
(independent, non-executive).
The Committee held sixteen meetings during the financial year to 31 January 2023.
Recommendation 3.6
The Board should establish appropriate protocols that set out the procedure to
be followed if there is a takeover offer for the issuer including any communication
between insiders and the bidder. The Board should disclose the scope of independent
advisory reports to shareholders. These protocols should include the option of
establishing an independent takeover committee, and the likely composition and
implementation of an independent takeover committee.
Takeover Protocols
The Board has documented and adopted a series of protocols to be followed in the
event of a takeover offer being made, including communication between insiders and
any bidder.
It is proposed that the Board would form a subcommittee to oversee the protocols
and act as the takeover committee. The Committee would have responsibility for
managing the takeover in accordance with the Board protocols and the New Zealand
Takeovers Code.
4. PRINCIPLE 4 – REPORTING AND DISCLOSURE
The Board should demand integrity in financial and non-financial reporting, and in
the timeliness and balance of corporate disclosures.
Recommendation 4.1
An issuer’s Board should have a written continuous disclosure policy.
Shareholder Communications and Market Disclosure
The Company’s Board is committed to the principle that high standards of reporting
and disclosure are essential for proper accountability between the Company and its
investors, employees and stakeholders.
The Company achieves these commitments, and the promotion of investor
confidence, by ensuring that trading in its shares takes place in an efficient,
competitive and informed market. The Company has in place a written Shareholder
Communications and Market Disclosure Policy designed to ensure this occurs. The
policy includes procedures intended to ensure that disclosure is made in a timely and
balanced manner and in compliance with the NZX Listing Rules, such that:
• All investors have equal and timely access to material information concerning
the Company, including its financial situation, performance, ownership
and governance.
• Company announcements are factual and presented in a clear and
balanced way.
The CFO is responsible for the Company’s compliance with NZX and ASX continuous
disclosure requirements and the Board is advised of, and considers, continuous
disclosure issues at each Board meeting or whenever else required.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS42CORPORATE GOVERNANCE
Significant market announcements, including the preliminary announcement of the
half year and full year results, the financial statements for those periods, and any
advice of a change in earnings forecast, are approved by the Board.
Directors consider at each Board meeting whether there is any material information
which should be disclosed to the market.
Recommendation 4.2
An issuer should make its Code of Ethics, Board and Committee charters and the
policies recommended in the NZX Code, together with any other key governance
documents, available on its website.
Governance Policies and Charters
The Company’s key corporate governance documents, including charters and
policies, can be found at https://www.kingsalmon.co.nz/governance/
Recommendation 4.3
Financial reporting should be balanced, clear and objective. An issuer should provide
non-financial disclosure at least annually, including considering environmental,
economic and social sustainability factors and practices. It should explain how
operational or non-financial targets are measured. Non-financial reporting should
be informative, include forward looking assessments, and align with key strategies
and metrics monitored by the Board.
Financial and Non-Financial Reporting
The Board is responsible for ensuring the integrity and timeliness of its financial
reporting. As noted above under ‘Board Committees’, the Audit and Finance
Committee monitors financial reporting risks in relation to the preparation of the
financial statements.
The Audit and Finance Committee, with the assistance of management, works
to ensure that the financial statements are founded on a sound system of risk
management and internal control and that the system is operating effectively in all
material respects in relation to financial reporting risks.
The Audit and Finance Committee oversees the quality and integrity of external
financial reporting including the accuracy, completeness, balance and timeliness
of financial statements. It reviews half-year and annual financial statements and
makes recommendations to the Board concerning accounting policies, areas of
judgement, compliance with financial reporting standards, stock exchange and
legal requirements, and the results of the external audit. All matters required to be
addressed and for which the Committee has responsibility were addressed during the
period under review.
All interim and full-year financial statements are prepared in accordance with
relevant financial standards.
Both financial and non-financial disclosures are made at least annually, including
reporting of material exposure to environmental, economic and social sustainability
risks and other key risks.
The Sustainability update for 2023 included in this report at pages 23-26 provides
details of the Company’s initiatives in this area. The Company draws on five of the
United Nations Sustainable Development Goals focusing on the food sector and
aquaculture industry both nationally and globally. The five Goals being focused on
are: decent work and economic growth, climate action, good health and well-being,
responsible consumption and production, and life below water.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS43CORPORATE GOVERNANCE
5. PRINCIPLE 5 – REMUNERATION
The remuneration of Directors and senior management should be transparent, fair
and reasonable.
Recommendation 5.1
An issuer should recommend Director remuneration to shareholders for approval in a
transparent manner. Actual Director remuneration should be clearly disclosed in the
issuer’s annual report.
Recommendation 5.2
An issuer should have a remuneration policy for remuneration of Directors and senior
management, which outlines the relative weightings of remuneration components
and relevant performance criteria.
Recommendation 5.3
An issuer should disclose the remuneration arrangements in place for the CEO
in its annual report. This should include disclosure of the base salary, short-term
incentives and long-term incentives and the performance criteria used to determine
performance-based payments.
Remuneration Report Introduction
This Remuneration Report outlines the Company’s overall reward strategy for the
period to 31 January 2023 and provides detailed information on the remuneration
arrangements in this period for the Directors of the Company, including the CEO, and
other nominated executives.
The Company’s Remuneration Policy, which may be amended from time to time,
is reviewed at least once a year. The Company has also established a number of
additional policies to support a strong governance framework and uphold ethical
behaviour and responsible decision making.
Remuneration Policy
The Nominations and Remuneration Committee is responsible for making
recommendations to the Board on remuneration policies and packages for Directors,
the CEO and nominated executives. The primary objectives of the Remuneration
Policy are to provide a competitive and flexible structure that reflects market practice
but is tailored to the specific circumstances of the Company and which reflects each
person’s duties and responsibilities, in order to attract, motivate and retain people
of the appropriate quality. This includes the Company’s responsibility to monitor
diversity and ensure pay equity.
The Nominations and Remuneration Committee reviews market data on
remuneration structure and quantum. The remuneration packages of the CEO and
nominated executives are structured to include a Short-Term Incentive Scheme (STI
Scheme) that is directly linked to the overall financial and operational performance
of the Company. The CEO and nominated executives may also be invited to
participate in the Company’s Long-Term Incentive Scheme (LTI Scheme). The long-
term benefits of the LTI Scheme are currently conditional upon the Company share
price meeting certain performance criteria and staff tenure criteria.
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-
executive Director remuneration is separate and distinct from the remuneration of
the CEO and other executives.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS44CORPORATE GOVERNANCE
Each non-executive Director receives a fee for services as a Director of the Company.
An additional fee is also paid for being a member of the Board’s Nominations and
Remuneration Committee, Audit and Finance Committee, Health, Safety & Risk
Committee and Fish Farming Review Committee (established by the Board in FY23).
The payment of an additional fee recognises the additional time commitment
required by Directors who serve on those committees. Directors are also entitled to
be reimbursed for costs associated with carrying out their duties.
Fees paid to the non-executive Directors of the Company for the period to 31 January
2023 were as follows:
1
Paul Steere stepped down as Chair of the Nominations and Remuneration Committee in May 2022
2
Victoria Taylor was appointed to the NZKS Board on 23 February 2022 and appointed to Chair the Nominations and
Remuneration Committee from May 2022
3
Chiong Yong Tiong – took a reduction in Director fees to help fund the establishment of the Fish Farming Review Committee
4
The Fish Farming Review Committee was established in May 2022
Components of Compensation - Non-Executive Directors
a. Remuneration
The Board seeks to set aggregate remuneration for non-executive Directors at a level
which provides the Company with the ability to attract and retain Directors of the
highest calibre, whilst incurring a cost which is acceptable to shareholders.
No remuneration is payable to non-executive Directors unless it is approved by
the Company’s shareholders. The NZX Listing Rules specify that shareholders can
approve a per Director remuneration amount or an aggregate Directors’ fee pool.
Shareholders approved an aggregate fee pool of $520,000 at the November 2019
Annual Shareholders Meeting, an increase to the fee pool will be requested at the
2023 Annual Meeting.
The aggregate remuneration paid to non-executive Directors and the manner
in which it is apportioned amongst Directors is reviewed annually, with any
proposed increase in the aggregate pool put to shareholders for approval at the
Company’s next Annual Shareholders Meeting. The Board reviews its fees to ensure
the Company’s non-executive Directors are fairly remunerated for their services,
recognising the level of skill and experience required to fulfil the role and to enable
the Company to attract and retain talented non-executive Directors. The process
involves benchmarking against a group of peer companies. In addition, the Board
reviews the Committee structure and appropriate level of resourcing required to
make an on-going contribution to long term value creation.
Non-executive Directors have no entitlement to any performance-based
remuneration or participation in any share-based incentive schemes. This policy
reflects the differences in the role of the non-executive Directors, which is to provide
oversight and guide strategy, and the role of management, which is to operate
the business and execute the Company’s strategy. Non-executive Directors are
encouraged to be shareholders but are not required to hold shares in the Company.
Fees paid for serving on CommitteesTotal
DirectorBase Fee
Audit &
Finance
Committee
Nominations &
Remuneration
Committee
Health,
Safety
& Risk
Fish Farming
Review
Committee
4
Fees paid
/ payable
John Ryder
(Chair)$120,000$0$0$0$0$120,000
Jack Porus
(Chair Fish
Farming Review Committee)
4
$60,000$4,500$4,500$0$6,750$75,750
Paul Steere
(Chair
Nominations & Remuneration
Committee)
1
$60,000$9,000$2,250$0$0$71,250
Catriona MacLeod
(Chair Health, Safety & Risk
Committee)
4
$60,000$0$0$9,000$3,375$72,375
Chiong Yong Tiong
3
$53,000$0$0$4,500$0$57,500
Yuen Ping Carol Chen$60,000$0$0$0$0$60,000
Victoria Taylor
(Chair
of Nominations and
Remuneration Committee)
2
$56,250$0$6,750$0$0$63,000
Total$469,250$13,500$13,500$13,500$10,125$519,875
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS45CORPORATE GOVERNANCE
Remuneration of CEO and Employees
The number of employees of the Group (including former employees), not being
Directors, who received remuneration and other benefits in excess of $100,000 in the
period to 31 January 2023 is set out in the remuneration bands detailed below:
* Includes redundancy payments, other prescribed fringe benefits.
Components of Compensation – CEO and Other Nominated Senior Leaders
a. Structure
The Company aims to reward the CEO and nominated Senior Leaders with a level
and mix of remuneration commensurate with their position and responsibilities within
the Group, so as to:
• Reward them for Company performance against targets set by reference to
appropriate benchmarks and key performance indicators.
• Align their interests with those of shareholders.
• Ensure total remuneration is competitive by market standards.
Remuneration consists of both fixed and variable remuneration components. The
variable remuneration component comprises the STI Scheme and the LTI Scheme.
The proportion of fixed remuneration and variable remuneration is established
for the CEO and for each nominated Senior Leader by the Board, following
recommendations from the Nominations and Remuneration Committee and the
CEO (in the case of the nominated Senior Leaders only).
The remuneration packages for the CEO and nominated Senior Leaders are all
subject to Board approval. No LTI grant was made in FY23 as the Nominations and
Remuneration Committee is considering designing a new scheme, the Nominations
and Remuneration Committee intention is to reflect the grants that would otherwise
been made under the LTI for FY23 once a new scheme has been designed and
approved by the Board.
Number of employees
RemunerationFY23FY22
$100,000 to $109,999137
$110,000 to $119,99966
$120,000 to $129,999510
$130,000 to $139,99975
$140,000 to $149,99935
$150,000 to $159,99975
$160,000 to $169,99951
$170,000 to $179,99932
$180,000 to $189,99920
$210,000 to $219,99912
$220,000 to $229,99910
$250,000 to $259,99911
$260,000 to $266,99911
$310,000 to $319,99911
$340,000 to $349,99910
$530,000 to $539,99901
$1,020,000 to $1,029,99910
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS46CORPORATE GOVERNANCE
The mix of fixed versus variable ‘at risk’ remuneration payable in
respect of FY23 and FY22 are provided below:
1
Base Salary includes Super contributions, insurance premiums and any leave cashed in.
2
Grant Rosewarne resigned as CEO effective 1 November 2022, following Grant's resignation, Graeme Tregidga was appointed
as Acting CEO.
3
Short Term Incentive payments correspond to the achievement of performance targets in the previous reporting period unless
otherwise stated (i.e., The Short-Term Incentive in FY22 relates to the achievement of performance related targets in FY21)
1. Fixed annual remuneration
Remuneration levels are reviewed at a minimum of every three years to ensure
that they are appropriate for the responsibility, experience and performance of the
CEO and each nominated Senior Leaders and are competitive with the market.
In addition, the overall mix of variable compensation and their terms are also
considered when setting and/or reviewing fixed remuneration.
The CEO and nominated Senior Leaders receive their fixed annual remuneration
in cash and a limited range of prescribed fringe benefits such as superannuation,
motor vehicle and health insurance. The total employment cost of any remuneration
package, including fringe benefit tax, is considered in determining an employee’s
fixed annual remuneration.
2. Variable remuneration – STI Scheme
The objective of the STI Scheme is to link the achievement of the annual financial
and operational targets with the remuneration received by the Senior Leaders
charged with meeting those targets. The total potential remuneration under the STI
Scheme is set at a level so as to provide sufficient incentive to the Senior Leaders to
achieve the targets such that the cost to the Company is flexible and in line with the
trading outcome for the year.
Actual STI Scheme payments granted to the CEO and each nominated Senior Leader
depend on the extent to which specific targets set at the beginning of the year
are met. The target for FY23 is directly related to achieving budgeted pro-forma
Fixed RemunerationPay For Performance
YearBase salary
1
Vehicle allowance
Contractual
obligations on
resignation and
exit payments
Total fixed
remuneration
Short-Term
Incentive (STI)
3
Long-Term
Incentive (LTI)Total at risk
Total
remuneration
CEO
Grant RosewarneFY22$500,219$17,634-$517,853$16,391-$16,391$534,244
Grant Rosewarne
2
FY23$376,165$18,300$633,430$1,027,895---$1,027,895
Graeme Tregidga
2
FY23$112,196$7,877-$120,073---$120,073
Other SLT MembersFY22$1,636,871$15,252$11,850$1,663,973$25,200-$25,200$1,689,173
Other SLT MembersFY23$1,814,496$15,252$60,000$1,889,748---$1,889,748
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS47CORPORATE GOVERNANCE
operating EBITDA result, capex target and employee engagement score.
The Nominations and Remuneration Committee considers the performance against
the targets and determines the amount, if any, to be allocated to the CEO and
nominated Senior Leader. STI Scheme payments are delivered as a taxable cash
bonus and are payable on completion of the annual audited financial statements.
It should be noted that the level of remuneration detailed may include STI bonus
payments that were achieved in the previous financial year.
1
This relates to the period he was Acting CEO in FY23 (from 1 November 2022). An additional amount relating to his role as GM
Sales is included within 'Other nominated Executives'.
STI Scheme payment values are set as a percentage of base cash remuneration,
being 30% for the CEO and 25% for the other nominated executives for the financial
period to 31 January 2023. For the financial period to 31 January 2023 there were 10
nominated Senior Leaders in the STI Scheme, (31 January 2022: 10 nominated Senior
Leaders). In addition to the CEO and nominated Senior Leaders, an addiitonal
$70k has been accrued for a number of individuals within the wider senior
management team.
In addition to the STI Scheme the Board reserves the ability to pay ad hoc bonus
payments to any employee, again either directly related to the trading outcome or
a specific performance target. For the financial period to 31 January 2023, there
were no ad hoc bonus payments to the CEO or other nominated Senior Leaders (31
January 2022, $nil).
3. Variable remuneration – LTI Scheme
The LTI Scheme has been designed to link reward with key performance indicators
that drive sustainable growth in shareholder value over the long term. The objectives
of the LTI Scheme are to:
• Align the CEO and nominated participants’ interests with those of shareholders.
• Help provide a long-term focus.
• Retain high calibre senior employees by providing an attractive equity-based
incentive that builds an ownership of the Company mindset, encouraging
executives to think and act like owners.
The hurdle rate used for the LTI scheme is an absolute share price growth hurdle,
which is more challenging over time than a relative TSR approach. This approach only
rewards executives if the shareholders also do well.
Under the LTI Scheme, the CEO and nominated participants are offered an interest
free loan which is to be applied to acquire shares in the Company. Shares acquired
under the LTI Scheme are held by a custodian and will only vest to the employee if
they are still employed by the Company after three years from the date of issue.
All dividends paid during this period are offset against the loan balance. Once the
shares vest, the employee remains obligated to repay the outstanding balance of the
loan. If an employee leaves employment before the expiry of the three-year period,
the custodian may exercise a call option to have the employee’s beneficial interest
in the shares transferred to it in consideration of the custodian taking the balance
of the loan. Any shares so transferred can be used for future grants or alternatively
the custodian is authorised to sell that employee’s shares with the proceeds applied
to repay the balance of the loan, with any deficit covered by the Company and any
surplus retained by the Company.
STI Year
CEO
Grant
Rosewarne
Acting CEO
Graeme
Tregidga
1
Other
nominated
ExecutivesTotal
FY21 STI Paid in FY22
$16,391$0 $32,039$48,430
FY22 STI accrued in FY22
(payable FY23)
$0$0$0$0
FY22 STI Paid in FY23
$0$0$0$0
FY23 STI accrued in FY23
(payable FY24)
$140,490$30,000$392,315$562,805
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS48CORPORATE GOVERNANCE
An offer may be made under the LTI Scheme to the CEO and nominated participants
each financial year and is based on individual performance as assessed by the annual
appraisal process. If a nominated participant does not sustain a consistent level of
high performance, they will not be nominated for participation in the LTI Scheme.
The Nominations and Remuneration Committee reviews all nominated participants,
with participation in the LTI Scheme subject to final Board approval. The Board
has retained the discretion to vary the applicable criteria for each offer under the
LTI Scheme. Once the Board has fixed the criteria for a specific offer under the LTI
Scheme, those performance hurdles cannot be varied in respect of that offer.
Each employee’s loan amount (which determines how many shares will be acquired)
is set as a percentage of their base salary and selected employees will be offered a
loan for this amount if the criteria set by the Board are met.
No LTI grant was made in FY23 as the Nominations and Remuneration Committee
is considering the design of a new scheme, the Nominations and Remuneration
Committee intention is to reflect the grants that would otherwise have been made
under the LTI for FY23 once a new scheme has been designed and approved by the
Board. (31 January 2022: 559,855 shares acquired with matching interest free loans
of $888,977)
During the year, a number of employees left the Company, resulting in the forfeiture,
buy back or exercise of 1,500,530 shares (31 January 2022: 1,159k shares), the
consequent exercise of call options and redemption of gross loans of $2,231,125 (31
January 2022: $1,051). Details of a put option held by ex-CEO Grant Rosewarne in
relation to loans outstanding on vested shares acquired by a family trust associated
by Mr Rosewarne are detailed under loans outstanding on vested shares.
LTI Scheme loan amounts are set as a percentage of base cash remuneration, being
30% for the CEO and between 5% and 15% for other nominated participants in
respect of the financial year ended 31 January 2022 (No grant LTI was made in FY23).
As at 31 January 2023, there were 42 nominated participants remaining in the LTI
Scheme, (31 January 2022: 51 nominated executives).
Shares held by the CEO and nominated executives
The total numbers of shares allocated under the Senior Executive Share Ownership
Scheme and LTI Schemes as at 31 January 2023 are as follows:
Number of Shares
Scheme
Allocation
date
Vesting
date
Average
share
price
Balance
at start
of year
Granted
during
the year
Vested
during
the year
Lapsed or
transferred
during
the year
Balance
at the
end of
the year
LTI 2018
Scheme
(A)
27 Sep 20181 Sep 2021$1.30179,772--(179,772)-
LTI 2019
Scheme
(A)
5 Nov 20191 Sep 2022$1.41178,377--(178,377)-
LTI 2019
Scheme
(B)
5 Nov 20191 Sep 2022$2.1325,114--(25,114)-
LTI 2020
Scheme
-Sen. Exec.
8 Oct 20204 Nov 2022$1.72907,907--(907,907)-
LTI 2020
Scheme
(A)
28 Jan 20221 Sep 2023$1.53276,843--(147,308)129,535
LTI 2021
Scheme
(A)
28 Jan 20221 Sep 2024$1.76253,055--(126,504)126,551
LTI 2021
Scheme
(E)
28 Jan 20221 Sep 2024$1.3687, 2 0 6--(13,759)73,447
LTI 2021
Scheme
-Sen. Exec.
28 Jan 202214 Oct 2024$1.48219,595--219,595
Totals2,127,869--(1,578,741)549,128
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS49CORPORATE GOVERNANCE
CEO - Grant RosewarneNumber of Shares
Scheme
Allocation
Date
Vesting
Date
Weighted
average
share
price
Balance
at start
of year
Granted
during
the year
Vested
during
the year
Lapsed or
transferred
during
the year
Balance
at the
end of
the year
LTI 2018
scheme
27 Sep 20181 Sep 2021$1.3090,510--(90,510)-
LTI 2019
scheme
5 Nov 20191 Sep 2022$1.4183,449--(83,449)-
SLT LTI 2020
scheme
8 Oct 20204 Nov 2022$1.72544,535--(544,535)-
LTI 2020
scheme
8 Oct 20201 Sep 2023$1.5391,824--(91,824)-
LTI 2021
scheme
28 Jan 20221 Sep 2024$1.7679,824--(79,824)-
Totals890,142--(890,142)-
Acting CEO - Graeme TregidgaNumber of Shares
Scheme
Allocation
Date
Vesting
Date
Weighted
average
share
price
Balance
at start
of year
Granted
during
the year
Vested
during
the year
Lapsed or
transferred
during
the year
Balance
at the
end of
the year
LTI 2018
scheme
27 Sep 20181 Sep 2021$1.3022,509--(22,509)-
LTI 2019
scheme
5 Nov 20191 Sep 2022$1.4120,753--(20,753)-
SLT LTI 2020
scheme
8 Oct 20204 Nov 2022$1.72125,000--(125,000)-
LTI 2020
scheme
8 Oct 20201 Sep 2023$1.5321,078---21,078
LTI 2021
scheme
28 Jan 20221 Sep 2024$1.7618,324---18,324
Totals207,664--(168,262)39,402
Grant Rosewarne resigned as CEO effective 1 November 2022, following Grant’s
resignation Graeme Tregidga was appointed as Acting CEO.
It should be noted under the relevant accounting standards that the loans granted
to participants in both the Executive Share Ownership Scheme and LTI Schemes
participants are not recorded on the Group’s balance sheet.
Senior Executive Share Ownership Scheme
The CEO and certain other senior executives were participants in an executive share
ownership scheme prior to the IPO, in which participants have been provided with an
interest free loan of up to 200% of the amount which the senior executive invests in
the Company. As at 31 January 2023, 2,327,191 shares are held by current or former
senior executives via the Ownership Scheme, partly funded by interest free loans of
$893,750. Details of a put option held by ex-CEO Grant Rosewarne in relation to
loans outstanding on vested shares acquisition by a family trust associated by Mr
Rosewarne are detailed under loans outstanding on vested shares.
These shares, which have been subject to sale restrictions since the IPO, were
released from escrow on announcement of the 2018 financial results.
Under accounting standard IFRS 2 Share Based Payments, as the LTI shares are
classified as options, the total cost of each annual allocation is spread across the
three years of the vesting period from the date of issue.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS50CORPORATE GOVERNANCE
The actual allocation cost is adjusted after
the issue date to reflect any shares which
do not vest due to performance on tenure
hurdles which are not met. The total LTI
expense/(credit) recognised in the financial
statements for the year ended 31 January
2023 was ($429k)(31 January 2022: $136k).
SchemeIssue date
Vesting
date
Hurdle
price
Shares
granted
Shares
forfeited
Shares
vested
Shares
settled/
sold back
to NZKS
Shares
remaining
with loan
balance
Loans in
respect
of these
shares
Less
dividend
received
after tax
paidNet loans
Senior Executive Share
Ownership Scheme
2011 – 201629-Aug-18$0.483,062,164-3,062,164734,9732,327,191893,750-893,750
LTI IPO31-Aug-161-Sep-19$1.12993,671220,500773,171280,830492,341551,42277,886473,536
LTI 2017a29-Sep-171-Sep-20$1.22270,27415,073255,201121,318133,883163,33714,950148,387
LTI 2017b29-Sep-171-Sep-20$1.7747,24117,61129,63017,56912,06121,3483,30918,039
Total4,373,350253,1844,120,1661,154,6902,965,4761,629,85796,1451,533,713
1
Grant Rosewarne resigned as CEO effective
1 November 2022, and Graeme Tregidga was
appointed as Acting CEO. In connection with
Grant Rosewarne’s resignation, the Company
has agreed to grant Mr Rosewarne a Put Option
in connection with certain long term incentive
plans for the purpose of repaying a loan owed
by Mr Rosewarne to the Company in relation to
the acquisition of certain shares held by a family
trust associated by Mr Rosewarne. Pursuant to
the Put Option Mr Rosewarne may require the
Company to acquire up to 2,340,883 shares
(the Option Shares) held by Mr Rosewarne and
Bianca Rosewarne as holders of the Rosewarne
NZ Family Trust issued in connection with
certain long term incentive plans of NZKS for
the purpose of repaying a loan owed by Mr
Rosewarne to the Company in relation to the
acquisition of the Option Shares. The Put Option
may be exercised by Mr Rosewarne such that
the Option Shares are acquired by the Company
on or before 28 February 2024.
CEOYearShares VestedLoan
Grant Rosewarne FY222,340,883$ 1,102,189
Grant Rosewarne
1
FY232,340,883$1,102,189
Graeme Tregidga
1
FY23185,594$118,562
Loans outstanding on vested shares
The table below shows the loans associated for shares which have vested under
both the executive share ownership scheme prior to the IPO and LTI schemes:
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS51CORPORATE GOVERNANCE
NZKS has determined that it will offer to acquire the Option Shares (Buyback Offer).
The terms of the Buyback Offer are as follows:
1. Pursuant to the Put Option, the Company offers to buyback the Option Shares at
the volume weighted average price of NZKS’ ordinary shares (the Shares) traded on
the NZX Main Board for the five trading days prior to the exercise of the Put Option.
2. The Put Option may only be exercised once, and the proceeds will be applied to
repayment of a loan owing by Mr Rosewarne to the Company in relation to the
Option Shares.
Employee Share Ownership Scheme
At the time of the Company’s initial public offering, it established an employee share
ownership scheme to facilitate an increase in the level of participation by employees
as shareholders, which improves the alignment of interests between employees and
shareholders. Under the scheme, each eligible employee was offered an interest free
loan up to $5,000 to fund 50% of the subscription price for the shares which the
employee wished to acquire in the Company. Employees are obliged to repay their
loans when the shares are sold or when they leave the Company.
A total of 187,076 shares were issued at the time, supported by loans of $104,762 from
the Company. During the period to 31 January 2023, 4 employees holding shares
have left the Company (31 January 2022: 5), and no shares have been sold by current
employees (31 January 2022: 0). As at 31 January 2022, the following shares were
held by employees under the Employee Share Ownership Plan.
6. PRINCIPLE 6 - RISK MANAGEMENT
Directors should have a sound understanding of the material risks faced by the issuer
and how to manage them. The Board should regularly verify that the issuer has
appropriate processes that identify and manage potential and material risks.
Recommendation 6.1
An issuer should have a risk management framework for its business and the issuer’s
Board should receive and review regular reports. An issuer should report the material
risks facing the business and how these are being managed.
Risk Management Framework
The Board is responsible for ensuring that key business and financial risks are
identified, and that appropriate controls and procedures are in place to effectively
manage those risks.
The Health, Safety and Risk Committee has overall responsibility for ensuring that
the Company’s risk management framework is appropriate and that it appropriately
identifies, considers and manages risks. In addition, in FY23 the Board established
the Fish Farming Review Committee to consider all aspects of NZKS fish farming.
Risk management is an integral part of the Company’s business. A risk management
framework incorporating a risk register is used to identify those situations and
circumstances in which the Company may be materially at risk and for which
risk mitigation activities are appropriate. This approach is intended to provide a
comprehensive, company-wide awareness of risk in senior management, supported
by a consistent method of identifying, assessing, controlling, monitoring and
reporting existing and potential risks to the Company’s business.
Allocation dateVesting dateNumber of shares
Scheme
Balance at
start of year
Sold during
the year
Balance at the
end of the year
Employee Share
Ownership Plan
19 Oct 201619 Oct 201677,96222,64255,320
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS52CORPORATE GOVERNANCE
The Company has designed and implemented a risk framework for the oversight and
management of financial and non-financial business risks, as well as related internal
compliance systems that are designed to:
• Ensure team members and contractors work in a safe and healthy working
environment.
• Optimise the return to stakeholders whilst also protecting their interests.
• Safeguard the Company’s assets, biological assets and the environment.
• Maintain food quality standards and product quality.
• Fulfil the Company’s strategic objectives.
• Manage the financial and non-financial risks associated with the business.
The Board has delegated responsibility to the Health, Safety & Risk Committee
to establish and regularly review the Company’s risk management framework.
As part of this framework the Committee is tasked with identifying situations
and circumstances in which the Company may be materially at risk and initiating
appropriate action through the Board or CEO. A risk management policy is overseen
by the CEO and supports a comprehensive approach to the management of those
risks identified as material to the Company’s operations. Risk management is a
standing item on the agenda for Health, Safety & Risk Committee meetings, with
detailed reports provided by senior management.
The CEO and CFO have provided the Board, through the Audit and Finance
Committee, with assurances that in their opinion financial records have been
properly maintained, that the financial statements comply with those accounting
standards under which the Company must report and that the statements give
a true and fair view of the Company’s financial position and performance. These
representations are given on the basis that a sound system of internal controls
and risk management is operating effectively in all material respects in relation to
financial reporting.
In managing the Company’s business risks, the Board approves and monitors policy
and procedures in areas such as treasury management, financial performance,
taxation and delegated authorities.
Insurance
The Company has insurance policies in place covering most areas where risk to its
assets and business can be insured at a reasonable cost.
Recommendation 6.2
An issuer should disclose how it manages its health and safety risks and should report
on their health and safety risks, performance and management.
Health and Safety
The Board and management are committed to promoting a safe and healthy
working environment for everyone working in, or interacting with, the Company. The
Company strives for continuous improvement that takes us beyond compliance in
health, safety and wellness. This includes the reviewing of our health and safety policy
statement as well as the systems and processes that support our safety objectives.
The Company’s Health, Safety & Risk Committee Charter creates a shared
responsibility for all our team members and contractors to so far as reasonably
practicable take all steps in providing a working environment that promotes health
and wellbeing. Effective controls based on industry knowledge and best practice
guidelines inform and support our risk management across in all areas of the
business.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS53CORPORATE GOVERNANCE
The Company uses a risk-based approach, having identified a number of critical risk
areas, including:
• Access to water space
• Fish health
• Climate change
• Food safety
• Health & safety (maritime operations, plant and equipment)
Each of these critical risk areas has initiatives designed to eliminate, isolate or
minimise risk.
The Company uses a combination of leading and lagging performance measures in
health and safety.
7. PRINCIPLE 7 – AUDITORS
The Board should ensure the quality and independence of the external audit process.
Recommendation 7.1
The Board should establish framework for the issuer’s relationship with its external
auditors. This should include procedures:
(a) for sustaining communication with the issuer’s external auditors;
(b) to ensure that the ability of the external auditors to carry out their statutory
audit role is not impaired, or could reasonably be perceived to be impaired;
(c) to address what, if any, services (whether by type or level) other than their
statutory audit roles may be provided by the auditors to the issuer; and
(d) to provide for the monitoring and approval by the issuer’s Audit and Finance
Committee of any service provided by the external auditors to the issuer other
than in their statutory audit role.
Recommendation 7.2
The external auditor should attend the issuer’s Annual Shareholders Meeting to
answer questions from shareholders in relation to the audit.
External Auditor
The Company’s Audit and Finance Committee is responsible for oversight of the
Company’s external audit arrangements to safeguard the integrity of financial
reporting. The Company maintains an External Auditor Independence Policy to
ensure that audit independence is maintained, both in fact and appearance.
The policy covers the following areas:
• Appointment of the external auditor.
• Provision of other assurance services by the external auditor.
• Pre-approval process for the provision of other assurance services.
• External auditor lead and engagement partner rotation.
• Hiring of staff from the external auditor.
• Relationships between the external auditor and the Company.
• Reporting on fees and non-audit work.
The role of the external auditor is to audit the financial statements of the Company
in accordance with applicable auditing standards in New Zealand and to report on
its findings to the Board and shareholders of the Company.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS54CORPORATE GOVERNANCE
The External Auditor Independence Policy is available in the Corporate Governance
Code which is available on the Company’s website at www.kingsalmon.co.nz/
governance/.
Ernst & Young is the Company’s current external auditor. Brendon Summerfield is the
current audit engagement partner, in his second year following a partner rotation at
the completion of the 2021 audit. Fees paid to Ernst & Young are included in note 30
of the notes to the financial statements.
Both the Company’s Audit and Finance Committee Charter and the External Auditor
Independence Policy require the external auditor to be independent, recognising the
importance of facilitating frank dialogue between the Audit and Finance Committee,
the auditor and management. The External Auditor Independence Policy requires
that the audit partner be rotated after a maximum of five years.
The Audit and Finance Committee Charter requires the Committee to facilitate the
continuing independence of the external auditor by assessing the external auditor’s
independence, qualifications, overseeing and monitoring their performance. This
involves monitoring all aspects of the external audit, including the appointment of
the auditor, the nature and scope of its audit and reviewing the auditor’s service
delivery plan.
The auditor has been invited to attend the Annual Shareholders’ Meeting and will
be available to answer questions about the audit process and the independence
of the auditor.
Recommendation 7.3
Internal audit functions should be disclosed.
Internal Audit
The Company does not have an internal audit function. However, the Company
does have a quality and compliance team dedicated to food hygiene in relation to
the processing of harvested fish through to finished goods that are dispatched to
the end customer. The objective of the quality and compliance team is to enhance
and protect the organisational value of the Company by providing risk-based and
objective assurance. The management Health and Safety Steering Group has
overseen internal safety audits throughout the farming and manufacturing process.
The Health, Safety and Risk Committee now oversees this function.
Where necessary, external expertise is obtained for specific audit activities.
Independent Professional Advice
With the approval of the Audit and Finance Committee, Directors are entitled to seek
independent professional advice on any issue related to the fulfilment of his or her
duties, at the Company’s expense. During FY23 the Directors sought independent
professional advice from:
• an external advisor to undertake a 360-degree feedback review of the CEO
and peer and management review of the Board
• an external advisor to assist with expert knowledge for the Fish Farming
Review Committee
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS55CORPORATE GOVERNANCE
8. PRINCIPLE 8 – SHAREHOLDER RELATIONS
The Board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the issuer.
Recommendation 8.1
An issuer should have a website where investors and interested stakeholders can
access financial and operational information and key corporate governance
information about the issuer.
Shareholder Relations
The Company is committed to maintaining a full and open dialogue with its
shareholders and other stakeholders. Annual reports, links to stock exchanges,
governance policies and charters and a variety of corporate information are posted
on the Company’s website.
The Company’s preference is for electronic communications in the interests of
sustainability and efficiency; however, each shareholder is entitled to receive a paper
copy of each annual report.
Shareholder meetings will be held at a time and location to encourage participation
in person by shareholders. Annual meetings are currently held in the Nelson /
Marlborough region, reflecting the head office and production locations for the
Company.
The Company’s website includes a range of information relevant to shareholders and
others concerning the operation of the Company, including information about the
sites we operate, Aquaculture Best Management Practices (BMP), certifications, our
brands and the corporate governance policies of the Company.
Recommendation 8.2
An issuer should allow investors the ability to easily communicate with the
issuer, including providing the option to receive communications from the issuer
electronically.
Electronic Communications
Shareholders have the option of receiving their communications electronically. This is
the company’s preferred method of communication.
Contact details for the Company’s head office are available on the website.
Recommendation 8.3
Quoted equity security holders should have the right to vote on major decisions
which may change the nature of the issuer in which they are invested in.
Major Decisions
Directors’ commitment to timely and balanced disclosure is set out in its Shareholder
Communications and Market Disclosure Policy and includes advising shareholders on
any major decisions. Where voting on a matter is required, the Board encourages
investors to attend the meeting or to send in a proxy vote. Shareholders may raise
matters for discussion at the Annual Shareholders’ Meeting either in person or by
emailing the Company with a question to be asked.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS56CORPORATE GOVERNANCE
Recommendation 8.4
If seeking additional equity capital, issuers
of quoted equity securities should offer
further equity securities to existing equity
security holders of the same class on a pro
rate basis, and on no less favourable terms,
before further equity securities are offered
to other investors.
Equity raise
The Board is responsible for considering the
interests of all existing equity holders when
assessing their capital raising options.
Recommendation 8.5
The Board should ensure that the notices
of annual or special meetings of quoted
equity security holders is posted on the
issuer’s website as soon as possible and at
least 20 working days prior to the meeting.
Notice of Meeting
The Company’s Notice of Meeting will be
available at least 20 working days prior to
the meeting on the NZX/ASX with a link to
stock exchange announcements provided
in the Investors section of the company’s
website.
DIRECTOR DISCLOSURES
The following persons were Directors of New Zealand King Salmon Investments Limited and its subsidiaries during the period
to 31 January 2023:
1
Grant Rosewarne retired as a Director New Zealand King Salmon Investments Limited on 27 June 2022. Grant Rosewarne
resigned as CEO and his other NZKS Directorships 1 November 2022
Directors
John
Ryder
Jack
Porus
Chiong
Yong
Tiong
Paul
Steere
Grant
Rosewarne
1
James V.
Kilmer
Justin
Reynolds
Catriona
MacLeod
Carol
Chen
Victoria
Taylor
Graeme
Tregidga
New Zealand King Salmon
Investments Limited
The New Zealand King Salmon Co.
Limited
New Zealand King Salmon Exports
Limited
New Zealand King Salmon USA
Incorporated
The New Zealand King Salmon Pty
Limited
NZKS Custodian Limited
King Salmon Limited
MacCure Seafoods Limited
Omega Innovations Limited
Ora King Limited
Regal Salmon Limited
Southern Ocean Salmon Limited
Southern Ocean Seafoods Limited
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS57CORPORATE GOVERNANCE
INTERESTS REGISTER
The following entries were made in
the interests register of the Company
during the year ended 31 January 2023:
Share Dealings by Directors
Dealings by Directors and key senior
managers during the period ended 31
January 2023 as entered in the Interest
Register of the Company are as follows:
1
Source Computershare
2
Grant Rosewarne resigned as CEO effective 1 November 2022, following Grant's resignation Graeme Tregidga was appointed as
Acting CEO. Graeme Tregidga's share dealings are from the time of his appointment as Acting CEO.
Name of Director / Senior ExecutiveNo. of sharesNature of interest
Acquisition /
Disposal
Consideration
(per share)Date
Grant Rosewarne
2
8,943,447Beneficial OwnerAcquisition$0.1512 May 2022
2,300Beneficial OwnerDisposal$0.2612 May 2022
90,510Beneficial Owner
Forfeiture of shares
under LTI scheme
$1.23 14 Jun 2022
83,449Beneficial Owner
Forfeiture of shares
under LTI scheme
$1.3930 Sep 2022
716,183Beneficial Owner
Forfeiture of shares
under LTI scheme
$1.701 Nov 2022
Graeme Tregidga
2
125,000Beneficial Owner
Forfeiture of shares
under LTI scheme
$1.7212 Dec 2022
Jack Porus4,389,671Beneficial OwnerAcquisition$0.1512 May 2022
Paul Steere1,660,000Beneficial OwnerAcquisition$0.1512 May 2022
John Ryder3,333,334Beneficial OwnerAcquisition$0.1512 May 2022
Share Dealings by Directors/Officers
1
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS58CORPORATE GOVERNANCE
Disclosure of interest in
the Interests Register
Details of Director’s
disclosures entered in
the interests register for
the Company as at 31
January 2023 were as
follows:
1
Represent additions into the
interests register during the
year ended 31 January 2023.
DirectorName of InterestNature of Interest
John Ryder
(Chair)
Aged Care Education (NZ) LimitedDirector & Shareholder
Alpine View Care Centre LimitedDirector
Alpine View Lifestyle Village LimitedDirector
Ashbury Heights LimitedDirector
Banbury Park LimitedDirector
Broadwater Village LimitedDirector
Brycharl Corporation LimitedDirector & Shareholder
Burlington Village LimitedDirector
Castle Recruitments LimitedDirector & Shareholder
Coastal View LimitedDirector
Direct Capital VI Management LimitedDirector
Kindly LimitedDirector
Qestral Corporation LimitedDirector & Shareholder
Questral Corporation LimitedDirector
Spyglass Trading LimitedDirector & Shareholder
Sweat Equity LimitedDirector & Shareholder
Tuatara Tours NZ LimitedDirector & Shareholder
Brycharl Custodian Limited
1
Director
Brycharl Investments Limited
1
Director & Shareholder
Bloody Good Events Limited
1
Director
Spritely Limited
1
Director
Jack Porus
Glaister Ennor Holdings Ltd and associated
entities
Consultant
GEK Property Management Ltd and
associated entities
Director & Shareholder
Ernslaw One Ltd
1
Director
The Neil Group Ltd
1
Director
Vulcan Mortgage Management Ltd
1
Director & Shareholder
Harbour View Investments Ltd
1
Director
Whitford Forest Holdings Company
1
Director
Mortgage Holdings Ltd
1
Director & Shareholder
The Rotary Club of Auckland Trustee
Company Ltd
1
Director
Pinnacle Life Ltd
1
Director
Tauranga Storage Ltd
1
Director & Shareholder
Norfolk Mortgage Management Ltd Director & Shareholder
Paul Steere
Aquaculture Advisory Panel, South Pacific
Community
Chair
Nelson City Council City for all Ages
Committee
1
Chair
Chiong TiongAotea Dairy LimitedDirector
Forestland Investment LimitedDirector
Aotea Housing LimitedDirector
Maraetai Land Development LimitedDirector
The Lumberbank New Zealand LimitedDirector
Waimarino Forests LimitedDirector
CEP Auckland LimitedDirector
Nugent Fitness LimitedDirector
Neil Corporation LimitedDirector
Winstone Pulp International LimitedDirector
Oregon Group LimitedDirector
Ernslaw One LimitedDirector
The Neil Group LimitedDirector
Neil Construction LimitedDirector
Timbergrow LimitedDirector
Catriona
Macleod
Australian Sustainable Seaweed AllianceDirector
Derwent Estuary ProgramDirector
The Institute of Marine & Antarctic Studies
at the University of Tasmania
1
Director
Victoria
Taylor
AsureQuality NED
1
Director
Three60 Consult
1
Chair
FreshCo
1
Chair
Primary Connection
1
Director & Shareholder
Foot Science International
1
Director
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS59CORPORATE GOVERNANCE
Relevant Interests
The table below records the ordinary shares in which Directors had a relevant
interest as at 31 January 2023.
(1) Neither Catriona Macleod, Chiong Yong Tiong, Carol Chen nor Victoria Taylor held any relevant interests (beneficial or
non-beneficial) as at 31 January 2023.
Use of Company Information by Directors
No notices were received from Directors pursuant to section 145 of the Companies
Act 1993 to use Company information, received in their capacity as Directors,
which would otherwise not have been available to them.
Directors Liability
As permitted by the Company’s Constitution and in accordance with Section
162 of the Companies Act 1993, the Company has indemnified all Directors and
arranged Directors’ and Officers’ Liability Insurance which ensures that, to the
extent permitted by law, Directors will incur no monetary loss as a result of actions
undertaken as Directors. Certain actions are specifically excluded, for example, the
incurring of penalties and fines, which may be imposed in respect of breaches of
the law.
Shareholder Information
As at 31 January 2023 there were 541,454,710 ordinary shares on issue in the
Company, each conferring on the registered holder the right to vote on any resolution
at a meeting of shareholders, held as follows:
Name of Director
Number of Ordinary
Shares - Beneficial
Number of Ordinary
Shares - Non-Beneficial
John Ryder
(Chair)5,500,978-
Jack Porus4,762,128-
Paul Steere2,445,325-
Size of Holding
Number of
ShareholdersNumber of Shares held%
1 - 4,9991,1712,264,7730.4
5,000 - 9,9994383,054,8430.6
10,000 - 49,99997622,970,5474.2
50,000 - 99,99926618,046,9943.3
100,000 - 499,99919239,442,4697. 3
500,000 - 999,9992013,913,2562.6
Over 1,000,00033441,761,82881.6
Total3,096541,454,710100
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS60CORPORATE GOVERNANCE
20 Largest Shareholders
Set out below are details of the 20 largest shareholders of the Company as at 6
March 2023:
Substantial Product Holders
Set out below are details of the substantial product holders of the Company as
advised by notice to the Company as at 31 January 2023. The number of shares
shown below is as advised in the most recent substantial product holder notices
given to the Company and may not be their holding as at 31 January 2023.
ShareholderShares% of shares
Oregon Group Limited214,146,07839.55
China Resources Enterprise Limited 53,125,9349.81
HSBC Nominees A/C NZ Superannuation Fund
Nominees Limited - NZCSD
49,162,7189.08
Masfen Securities Limited 15,121,4682.79
ANZ Wholesale Australasian Share fund - NZCSD11,901,0472.20
Grantley Bruce Rosewarne & Bianca Jade Rosewarne9,840,8731.82
New Zealand Depository Nominee Limited9,464,4921.75
Accident Compensation Corporation - NZCSD8,828,8691.63
FNZ Custodians Limited 6,797,9831.26
Custodial Services Limited6,134,4711.13
John William Dudley Ryder5,322,9780.98
HSU-Cheng Yang4,890,0000.90
Jack Lee Porus & Robert Narev4,762,1280.88
NZKS Custodian Limited2,855,2460.53
MA Investments Two Limited2,774,8250.51
Hobson Wealth Custodian Limited2,752,0460.51
Takutai Limited2,500,0000.46
Peter Plowman2,333,8080.43
Iconic Investments Limted2,282,1860.42
Citibank Nominees (New Zealand) Limited - NZCSD2,054,6410.38
ShareholderNumber of SharesClass of Share
Oregon Group Ltd.214,146,078Ordinary
China Resources Enterprise, Ltd.53,125,934Ordinary
New Zealand Superannuation Fund Nominees Ltd49,162,718Ordinary
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS61CORPORATE GOVERNANCE
Annual Shareholders Meeting
The Company’s 2023 Annual Shareholder’s Meeting will be an in-person meeting
held on 14 June 2023. Shareholders will be given an opportunity at the meeting to
ask questions and comment on relevant matters. Notice of Meeting will be sent to
shareholders in advance of the meeting.
NZX Waiver
On 31 March 2022, the Company was granted a waiver from NZX Listing Rule 3.5.1,
which ordinarily requires the Company to release a Results Announcement through
MAP no later than 60 days after the end of its financial year. In reliance on this
waiver, the Company released its results for the 12 months ending 31 January 2022 on
13 April 2022. The delay was due to the disruption caused by the Omicron variant of
COVID-19, which impacted either directly or indirectly (close contacts) members of
the Company’s finance team and its audit provider.
Exercise of NZX Disciplinary Powers
NZX Limited did not exercise any of its powers under Listing Rule 5.4.2 in relation to
the Company during the period to 31 January 2023.
Donations
Donations made by the Group during the period to 31 January 2023 totalled $4,775
(31 January 2022:$9,656). No donations were made to political parties.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS62CORPORATE GOVERNANCE
CORPORATE DIRECTORY
BOARD OF DIRECTORS
John William Dudley Ryder
Independent Non-Executive Chair
Grantley Bruce Rosewarne
Chief Executive Officer and
Managing Director (retired as
a Director on 27 June 2022 and
resigned as CEO effective 1
November 2022)
Jack Lee Porus
Non-Executive Director
Paul James Steere
Independent Non-Executive
Director
Chiong Yong Tiong
Non-Executive Director
Catriona Macleod
Independent Non-Executive
Director
Carol Chen
Non-Executive Director
Victoria Taylor
Independent Non-Executive
Director
COMMITTEE MEMBERS
Audit and
Finance Committee
Paul Steere (Chair)
John Ryder
Jack Porus
Nomination and Remuneration
Committee
Victoria Taylor (Chair)
Jack Porus
Health, Safety and Risk
Committee
Catriona Macleod (Chair)
Chiong Yong Tiong
Fish Farming Review
Committee
(Est. May 2022)
Jack Porus (Chair)
Catriona Macleod
BANKERS
The Bank of New Zealand
Deloitte Centre, Level 6, 80 Queen
Street, Auckland
AUDITOR
Ernst & Young (EY)
Level 4/93, Cambridge Terrace
Christchurch, New Zealand
LAWYERS
Chapman Tripp
Level 34, 15 Customs Street West,
Auckland, New Zealand
Gascoigne Wicks
79 High Street, Blenheim
New Zealand
Duncan Cotterill
197 Bridge Street, Nelson
New Zealand
NEW ZEALAND
KING SALMON
INVESTMENTS LIMITED
Ticker: NZK
Listed on the NZX Main Board
and as a Foreign Exempt Listing
on the ASX
NZ company number: 2161790
Registered Office
17 Bullen Street, Tahunanui,
Nelson 7011, New Zealand
Postal Address
PO Box 1180, Nelson 7040
New Zealand
Telephone
+64 3 548 5714
Website
www.kingsalmon.co.nz
Investor Relations
investor@kingsalmon.co.nz
SHARE REGISTRY
Computershare Investor
Services Limited
Level 2, 159 Hurstmere Road,
Takapuna, Auckland 0622
New Zealand
+64 9 488 8777
enquiry@computershare.co.nz
Computershare Investor
Services Pty Limited
Yarra Falls, 452 Johnston Street,
Abbotsford VIC 3001, Australia +61
3 9415 4083
enquiry@computershare.co.nz
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS63CORPORATE DIRECTORY
Financial
Statements
For the year ended 31 January 2023
Contents
Statement of comprehensive income 66
Statement of financial position 67
Statement of changes in equity 68
Statement of cash flows 69
Notes to the financial Statements 70
1. Corporate information 70
2. Basis of preparation 70
3. Significant accounting policies 72
4. New standards adopted and standards
issued not yet adopted
80
5. Impairment 80
6. Other income 80
7. Expenses 81
8. Finance income and costs 81
9. Income tax 81
10. Components of other
comprehensive income 83
11. Earnings per share 83
12. Cash and cash equivalents 83
13. Trade and other receivables 84
14. Inventories 84
15. Biological assets 85
16. Property, plant and equipment 87
1 7. Intangibles 88
18. Right-of-use assets 89
19. Lease liabilities 89
20. Interest bearing loans and borrowings 90
21. Trade and other payables 90
22. Employee benefits 90
23. Commitments and contingencies 90
24. Risk management 91
25. Fair value of financial instruments 94
26. Capital management 95
27. Capital and reserves 96
28. Events after balance date 97
29. Related party disclosures 97
30. Auditor's remuneration 98
31. Reconciliation of net operating
cash flow to profit /(loss)
98
32. Revenue from contracts with customers 99
33. Segment information 100
Independent Auditor’s Report 101
Glossary 106
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS65
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 January 2023
20232022
Note$000$000
Revenue from contracts with customers32167,131 174,530
Cost of goods sold14(164,657)(177,774)
Fair value gain on biological transformation1549,628 41,261
Freight costs to market(21,479) (25,275)
Gross profit30,62312,743
Other income68,577 402
Sales, marketing and advertising expenses(12,245) (13,471)
Distribution overheads(3,463) (5,204)
Corporate expenses(10,854)(8,649)
Other expenses7(940) (1,414)
Profit/(loss) before interest, tax, depreciation,
amortisation and impairment
11,698(15,593)
Depreciation and amortisation expense16,17,18(7,915) (10,125)
Impairment5(507)(59,255)
Finance income8337 17
Finance expenses8(1,499) (2,636)
Profit/(loss) before tax2,114(87,593)
20232022
Note$000$000
Income tax credit / (expense)9(223)14,390
Net profit/(loss) after tax1,891(73,202)
Other comprehensive income
Other comprehensive income that may be reclassified to profit
or loss in subsequent periods:
Exchange differences on translation of foreign operations10334 214
Movement on cash flow hedges103,878 (11,765)
Release of early closed out foreign exchange contracts10(7,775) -
Deferred tax on early closed out foreign exchange contracts102,177 -
Income tax effect of movement on cash flow hedges10(1,074) 3,294
Net other comprehensive income / (loss)(2,460) (8,257)
Total comprehensive income / (loss)(569) (81,459)
Earnings per share
Basic earnings per share11 $0.00 $(0.53)
Diluted earnings per share11 $0.00 $(0.53)
The consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS66STATEMENT OF COMPREHENSIVE INCOME
20232022
ASSETSNote$000$000
Current assets
Cash and cash equivalents1219,221 2,913
Trade and other receivables1316,573 19,817
Taxation receivable164294
Inventories1429,72934,636
Biological assets1560,348 65,529
Derivative financial assets251,906 1,338
Total current assets1 2 7,941124,527
Non-current assets
Property, plant and equipment1648,176 50,620
Biological assets1512,344 9,432
Derivative financial assets254,106 3,112
Intangible assets173,486 3,893
Right-of use assets184,316 5,744
Deferred tax asset9919-
Goodwill17- -
Total non-current assets73,34772,801
TOTAL ASSETS201,288197,328
20232022
LIABILITIESNote$000$000
Current liabilities
Trade and other payables2113,66216,434
Employee benefits223,465 2,831
Borrowings20750 49,659
Lease liabilities191,1911,531
Other financial liabilities29278 233
Derivative financial liabilities253,1123,628
Taxation payable- 301
Total current liabilities22,458 74,617
Non-current liabilities
Employee benefits22501 430
Borrowings202,750 -
Lease liabilities193,3284,402
Deferred tax liabilities9- -
Derivative financial liabilities254,345 6,650
Total non-current liabilities10,924 11,482
TOTAL LIABILITIES33,382 86,099
NET ASSETS167,906111,229
EQUITY
Share capital27180,143 122,606
Reserves7, 4 2 310,175
Retained earnings /(deficit)(19,660)(21,552)
TOTAL EQUITY167,906111,229
STATEMENT OF FINANCIAL POSITION
As at 31 January 2023
DIRECTOR – JOHN RYDER
28 March 2023
DIRECTOR – PAUL STEERE
28 March 2023
The consolidated statements of financial position should be read in conjunction with the accompanying notes.
For and on behalf of the Board, who authorised the issue of these financial statements on 28 March 2023.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS67STATEMENT OF FINANCIAL POSITION
Share
Capital
Foreign Currency
Translation
Reserve
Hedge
Reserve
Share Based
Payment
Reserve
Retained
Earnings/
(Deficit)
Total
Equity
Note$000$000$000$000$000$000
Balance as at 01 February 2022122,606 (948) 10,003 1,120 (21,551) 111,230
Profit for the year- - - - 1,891 1,891
Other comprehensive income/(loss)10- 334 (2,794) - - (2,460)
Total comprehensive income/(loss) for the year- 334 (2,794) - 1,891 (569)
Share issue2757,537 - - - - 57,537
Share based payment expense/(credit)- - - (292) - (292)
Balance as at 31 January 2023180,143 (614) 7, 2 09 828 (19,660) 167,906
Balance as at 1 February 2021122,606 (1,162) 18,474 974 51,651 192,543
Loss for the period- - - - (73,202) (73,202)
Other comprehensive income/(loss)10- 214 (8,471) - - (8,257)
Total comprehensive income/(loss) for the period- 214 (8,471) - (73,202) (81,459)
Share based payment expense- - - 146 - 146
Balance as at 31 January 2022122,606 (948) 10,003 1,120 (21,551) 111,230
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 January 2023
The consolidated statements of changes in equity should be read in conjunction with the accompanying notes.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS68STATEMENT OF CHANGES IN EQUITY
20232022
Note$000$000
Operating activities
Receipts from customers170,641171,644
Payments to suppliers(118,404)(129,077)
Payments to employees(40,972) (43,556)
Interest received337 17
Interest paid(1,047)(1,685)
Insurance and settlement income2 1
Government grants received205340
Proceeds from foreign currency forward contracts closed early- 13,495
Income tax paid(287) (4,171)
Net cash flows from / (used in) operating activities3110,475 7,008
Investing activities
Proceeds from sale of property, plant and equipment1,243 17
Purchase of property, plant and equipment(4,557) (10,295)
Purchase of intangible assets(664) (2,907)
Net cash flow (used in) / from investing activities(3,978) (13,185)
Financing activities
Proceeds from borrowings51,500 174,796
Repayment of borrowings(97,659) (167,411)
Gross proceeds from share issue60,123 -
Equity raise costs(2,587)-
Payment of lease liabilities(1,573) (1,719)
Net cash flows (used in) / from financing activities9,8045,666
Net increase/(decrease) in cash and cash equivalents16,301 (511)
Net foreign exchange difference7 (55)
Cash and cash equivalents at beginning of the year122,9133,479
Cash and cash equivalents at year end1219,221 2,913
STATEMENT OF CASH FLOWS
For the year ended 31 January 2023
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS69STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 January 2023
1. CORPORATE INFORMATION
The consolidated financial statements of New Zealand King Salmon Investments
Limited (the Company) and its subsidiaries (together the Group) for the year ended
31 January 2023 were authorised by the directors on 28 March 2023.
New Zealand King Salmon Investments Limited is a profit-orientated company
incorporated and domiciled in New Zealand. The Company is registered under the
Companies Act 1993 and listed on the NZX Main Board ("NZX") and the Australian
Securities Exchange ("ASX"). The Company is an FMC reporting entity under the
Financial Markets Conduct Act 2013.
The Group is principally engaged in the farming, processing and sale of premium
salmon products.
2. BASIS OF PREPARATION
a. Statement of compliance
The consolidated financial statements comply with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) and also with International
Financial Reporting Standards (IFRS). The financial statements are prepared under
New Zealand Generally Accepted Accounting Practices (NZ GAAP) and Financial
Markets Conduct Act 2013.
b. Basis of measurement
The financial statements have been prepared on a historical cost basis except for
biological assets and certain financial instruments which have been measured at
fair value. The carrying values of recognised assets and liabilities that are designated
as hedged items in hedging instruments, otherwise carried at amortised cost, are
adjusted to recognise changes in the fair values attributable to the risks that are
being hedged in effective hedge relationships. The consolidated financial statements
are presented in New Zealand dollars and all values are rounded to the nearest
thousand ($000), except when otherwise indicated.
c. Significant accounting judgements, estimates and assumptions
The preparation of the Group's consolidated financial statements requires
management to make judgements, estimates and assumptions that affect the
reported outcomes of revenues, expenses, assets, liabilities and the accompanying
disclosures. The Group based its assumptions and estimates on parameters available
when the consolidated financial statements were prepared. Uncertainties about
these assumptions and estimates could result in an outcome that requires a material
adjustment to the carrying amount of assets or liabilities in future periods.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS70NOTES TO THE FINANCIAL STATEMENTS
Specific areas requiring significant estimates and judgements include:
Valuation of biological assets
The Group recognises stocks of live fish at fair value according to the principles
of NZ IAS 41 Agriculture. The fair value is measured using a valuation model that
relies on various assumptions and information available at balance date. Inputs
include anticipated market prices, quality mix, current weights of livestock relative
to expected harvest weight, mortality rates, growth rates and production costs.
The income or loss that is ultimately recognised at time of sale may be significantly
different from that implied by the fair value adjustment at the end of a reporting
period. The fair value uplift from accumulated costs to date has no cash impact in
the reporting period. Further details of the valuation and sensitivity to change in key
inputs are given in note 15.
Inventory (Finished goods and work in progress) obsolescence
Inventories are stated at the lower of cost or net realisable value, and the Group uses
judgment and estimates to determine the net realisable value of inventory at the end
of each reporting period.
The Group estimates the net realisable value of inventory for obsolescence and
unmarketable items at the end of reporting period and then writes down the cost
of inventories to net realisable value. The net realisable value of the inventory is
determined based on assumptions of future demand and pricing and estimates over
the remaining shelf life of the inventory.
d. Foreign currency translation
Functional and presentation currency
The Group's consolidated financial statements are presented in New Zealand dollars,
which is also the parent company's functional currency. The Australian subsidiary's
functional currency is Australian dollars which is translated into the presentation
currency in these financial statements. The USA subsidiary's functional currency
is United States dollars which is translated into the presentation currency in these
financial statements.
Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency and
then translated by applying the exchange rates ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at
the rate of exchange at balance date.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rate as at the date of the initial
transaction. Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was determined.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS71NOTES TO THE FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of consolidation
The financial statements comprise the financial statements of New Zealand King
Salmon Investments Limited and its subsidiaries (per note 29). Subsidiaries are all
those entities over which the Company has control.
The financial statements of the subsidiaries are prepared for the same reporting
period as the Parent company using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and
transactions, income and expenses and profit and losses resulting from intra-group
transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is obtained by the
Group and cease to be consolidated from the date on which control is transferred
out of the Group.
b. Financial instruments
Financial assets are classified at initial recognition as subsequently measured at
amortised cost, fair value through other comprehensive income (OCI), and fair value
through profit or loss. In order for a financial asset to be classified and measured
at amortised cost or fair value through OCI, it needs to give rise to cash flows
that are ‘solely payments of principal and interest (SPPI)’ on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level. Financial assets with cash flows that are not SPPI are classified
and measured at fair value through profit or loss, irrespective of the business model.
Subsequently the Group applies the following accounting policies for financial
instruments:
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and call
deposits. For the purpose of the statement of cash flows, cash and cash equivalents
consist of cash and short-term deposits net of outstanding bank overdrafts.
Trade and other receivables
Short term trade and other receivables are not discounted and are initially stated at
cost. Gains and losses are recognised in the profit or loss when the receivables are
written off or impaired.
For trade receivables and contract assets, the Group applies a simplified approach
in calculating an allowance for expected credit loss (ECL). Therefore, the Group does
not track changes in credit risk, but instead recognises a loss allowance based on
lifetime ECL's at each reporting date. The Group has established a provision matrix
that is based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
Loans with related parties
Loans and amounts owing from related companies are non-derivative financial
assets with fixed or determinable payments that are not quoted in an active market.
After initial recognition such assets are carried at amortised cost using the effective
interest method. Gains and losses are recognised in profit or loss when the loans are
derecognised or impaired.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS72NOTES TO THE FINANCIAL STATEMENTS
Trade and other payables
Trade and other payables are carried at cost due to their short term nature and are
not discounted. They represent liabilities for goods and services provided to the Group
prior to the end of the financial year that are unpaid, and arise when the Group
becomes obliged to make future payments in respect of the purchase of these
goods and services. The amounts are unsecured and are usually paid within 30-90
days of recognition.
Interest bearing borrowings
After initial recognition interest bearing borrowings are subsequently measured at
amortised cost using the effective interest method. Fees paid on establishment of
loan facilities that are yield related are included as part of the carrying amount.
Borrowings are classified as current liabilities unless the Group has an unconditional
right to defer settlement of the liability for at least 12 months after the balance date.
Borrowing costs are generally recognised as an expense when incurred, with the
exception of borrowing costs associated with a qualifying asset which are capitalised
as part of the cost of that asset.
Financial guarantees
Financial guarantee contracts issued by the Group are those contracts that require a
payment to be made to reimburse the holder for a loss it incurs because the specified
debtor fails to make a payment when due in accordance with the terms of a debt
instrument. Financial guarantee contracts are recognised initially as a liability at
fair value, adjusted for transaction costs that are directly attributed to the issuance
of the guarantee. Subsequently the liability is measured at the higher of the best
estimate of the expenditure required to settle the present obligation at balance date
and the amount recognised less cumulative amortisation.
Derivative financial instruments and hedging
The Group uses derivative financial instruments including forward currency contracts,
options and interest rate swaps to hedge risks associated with interest rate and
foreign currency fluctuations. Such derivative financial instruments are initially
recognised at fair value on the date on which a derivative contract is entered into
and are subsequently re-measured to fair value at balance date. Derivatives are
carried as assets when their fair value is positive and as liabilities when their fair value
is negative.
The fair values of forward currency contracts are calculated by reference to
current forward exchange rates for contracts with similar maturity profiles. The
fair values of interest rate swaps are determined by reference to market values for
similar instruments.
The Group designates its derivative financial instruments as hedges of a particular
risk associated with a recognised asset or liability or a highly probable commitment
that could affect profit or loss. The effective portion of the gain or loss on the
hedging instrument is recognised directly in other comprehensive income in the cash
flow hedge reserve, while the ineffective portion is recognised immediately in the
statement of profit or loss.
Amounts accumulated in equity are transferred to profit or loss when the hedged
item affects profit or loss.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS73NOTES TO THE FINANCIAL STATEMENTS
c. Inventories
Inventories including raw materials, work in progress and finished goods are valued at
the lower of cost or net realisable value. Costs incurred in bringing each product to its
present location and condition are accounted for as follows:
Raw materials - The cost of feed and packing materials is based on the purchase
price including import duties and other taxes, transport, handling and other costs
directly attributable to the acquisition of the goods and materials. Costs are
determined on a weighted average basis.
Manufactured finished goods and work in progress - Cost of direct materials,
labour and a proportion of manufacturing overheads appropriate to the stage
of manufacture. Costs are assigned on the basis of standard costs. The cost of
items transferred from biological assets is their fair value less costs to sell at the
point of harvest.
Net realisable value - The estimated selling price in the ordinary course of business
less estimated costs of completion and the estimated costs necessary to make
the sale.
d. Biological assets
Biological assets include fish livestock measured at fair value less estimated costs
to sell. The net gain or loss resulting from the fair value measurement is recognised
in profit or loss.
The fair value of fish livestock is derived from the amount expected to be received
from the sale of the asset in an active market. The target live weight of the
harvestable fish is defined as a fish with a live weight of 4kg. Many fish
are harvested with a live weight above or below this weight.
For brood stock and fish where little biological transformation has taken place since
initial cost was incurred, cost less impairment is used as an approximation of fair
value. This value is used up to the point at which fish are transferred to sea water.
Fish stock is transferred to inventory at the time of harvest. The transfer is recorded
at its fair value which is deemed to be cost for the purposes of inventory valuation.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS74NOTES TO THE FINANCIAL STATEMENTS
e. Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated
depreciation and impairment. Depreciation is provided on a straight line basis over
the estimated useful lives of the assets as follows:
The residual values, useful lives and methods of depreciation of property, plant and
equipment are reviewed at each financial year end and adjusted prospectively if
appropriate. An asset's carrying value is written down immediately to its recoverable
amount if its carrying value is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no
further future economic benefits are expected from its use or disposal. Any gain or
loss arising on de-recognition of the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the asset) is included in profit or
loss in the year the asset is derecognised.
Freehold landnot depreciated
Freehold buildingstwenty to fifty years
Building fit outthree to twenty five years
Leasehold improvementsfive to ten years
Plant, furniture and fittingsthree to twenty years
Motor vehiclesfive to ten years
Sea vesselsten to twenty years
f. Leases
At the inception of a contract, the Group is required to assess whether a contract is,
or contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period in exchange
for consideration.
Right-of-use assets
The Group recognises Right-of-use assets at the commencement date of the lease
(i.e. the date the underlying asset is available for use). Right-of-use assets are
measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities.
The cost of Right-of-use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Right-of-use assets are
depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets.
The Group's lease portfolio
- Property leases
The Group’s real estate includes office buildings and storage facilities. The Group has
recognised some storage contracts that meet the identifiable criteria as a Right-of-
use asset and corresponding liability portfolio under NZ IFRS 16.
- Vehicle leases
The Group lease vehicles are predominantly used by sales staff and the
transportation of personnel between operating locations. These vehicles are generally
held for a term of three years.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS75NOTES TO THE FINANCIAL STATEMENTS
- Plant and Equipment Leases
The Group sometimes leases machinery used for the production or processing of
salmon. The current leases relate to equipment being utilised for the upwelling on sea
farms and various forklifts operated throughout the company. The Group has elected
to apply the recognition exemption for short-term leases for all other machinery
employed for less than 12 months duration and for leases where the underlying asset
is of low value.
- Lease Liabilities
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease term.
The lease payments include fixed payments (including in-substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index
or a rate, and amounts expected to be paid under residual value guarantees.
The Group enters into certain lease transactions that result in no liability or asset
recognised on the balance sheet due to payments on those leases being variable
as they are linked to future harvest volumes and activity level and are not based
on an index or a rate. During the period $3.6m was recognised in operating expense
(2022: $3.6m).
g. Impairment of non financial assets
The Group assesses, at each reporting date, whether there is an indication that an
asset may be impaired. If any indication exists, or when annual impairment testing
for an asset is required, the Group estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of
disposal and its value in use. The recoverable amount is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent
of those from other assets or groups of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and
is written down to its recoverable amount. For any impairment recognised on fixed
and intangible assets (excl. goodwill) NZKS assesses whether there is any indication
that previously recognised impairment losses no longer exist, or if the assessed
impairment amount has decreased.
h. Intangibles
Intangible assets acquired separately or in a business combination are initially
measured at cost. The cost of an intangible asset acquired in a business combination
is its fair value as at the date of acquisition. Following initial recognition, intangible
assets are carried at cost less any accumulated amortisation and any accumulated
impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortised over the useful life and tested
for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life is reviewed at least at each financial year-end.
Changes in the expected useful life or the expected pattern of consumption of
future economic benefits embodied in the asset are accounted for prospectively by
changing the amortisation period or method, as appropriate, which is a change in
accounting estimate. The amortisation expense on intangible assets with finite lives
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS76NOTES TO THE FINANCIAL STATEMENTS
is recognised in profit or loss in the expense category consistent with the function of
the intangible asset.
Intangible assets with indefinite useful lives or not yet available for use are not
amortised but are tested for impairment annually, either individually or at the cash-
generating unit level. The assessment of useful life is reviewed annually to determine
whether the indefinite life continues to be supportable. If not, the change in useful
life from indefinite to definite is made on a prospective basis.
A summary of the policies applied to the Group’s intangible assets is as follows:
Trade marks
Useful lives:Indefinite
Internally generated or acquired:Acquired
Intellectual property, marine farm and hatchery licences and marina berth
Useful lives:Finite
Amortisation method used:Straight line, five to thirty five years
Internally generated or acquired:Acquired
Computer Software
Useful lives:Finite
Amortisation method used:Straight line, four to seven years
Internally generated or acquired:Acquired
i. Research and development costs
Research costs are expensed as incurred. Development expenditures are capitalised
as intangible assets when the Group can demonstrate:
• Costs can be reliably measured.
• Completion of the project is technically feasible.
• Resources are available to complete the project.
• There is an intention to use the resulting asset and it will generate future
economic benefits.
During the period of development the asset is tested for impairment annually.
j. Employee benefits
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries including non-monetary benefits, annual leave and
accumulating sick leave expected to be settled within 12 months of the reporting
date are recognised in respect of employees' services up to the reporting date. They
are measured at the amounts expected to be paid when the liabilities are settled.
Liabilities for non-accumulating sick leave are recognised when the leave is taken
and are measured at the rates paid or payable.
Long service leave
The liability for long service leave is recognised and measured at the present value of
expected future payments to be made in respect of services provided by employees
up to the reporting date using the projected unit credit method. Consideration is
given to expected future wage and salary levels, experience of employee departures
and periods of service.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS77NOTES TO THE FINANCIAL STATEMENTS
Defined contribution plans
Contributions made to a defined contribution plan are expensed as incurred.
k. Contributed equity
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares or options are shown in equity as a deduction net of tax from the
proceeds. Other capital raising costs are expensed as incurred.
l. Revenue and Income Recognition
Revenue from contracts with customers
The Group is in the business of growing, processing and selling King salmon to
customers in New Zealand and overseas. Revenue from contracts with customers is
recognised when control of the goods is transferred to the customer at the amount
that reflects the consideration to which the Group expects to be entitled in exchange
for those goods. The Group has generally concluded that it is the principal in its
revenue arrangements because it typically controls the goods before transferring
them to the customer.
NZ IFRS 15 established a five-step model to account for revenue arising from
contracts with customers and requires that revenue be recognised at an amount
that reflects the consideration to which an entity expects to be entitled in exchange
for transferring goods or services to a customer.
Interest income
Revenue is recognised as interest accrues using the effective interest method.
Insurance proceeds
Insurance proceeds are recognised in the financial statements when receipt is
virtually certain and can be measured reliably.
m. Taxes
Income taxes
Current tax assets and liabilities for the current and prior periods are measured at
the amount expected to be recovered from or paid to the taxation authorities based
on the current period's taxable income. The tax rates and tax laws used to compute
the amount are those that are enacted or substantively enacted by the balance
sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
The carrying amount of deferred income tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the deferred income tax asset to be
utilised. Unrecognised deferred income tax assets are reassessed at each balance
sheet date and are recognised to the extent that it has become probable that future
taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is settled,
based on tax rates (and tax laws) that have been enacted or substantively enacted
at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity
and not in profit or loss.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS78NOTES TO THE FINANCIAL STATEMENTS
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable
right exists to set off current tax assets against current tax liabilities and the deferred
tax assets and liabilities relate to the same taxable entity and the same taxation
authority.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST,
except when:
• The GST incurred on a purchase of goods and services is not recoverable from
the taxation authority, in which case the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense item as applicable.
• Receivables and payables, which are stated with the amount of GST included.
• The net amount of GST recoverable from or payable to the taxation authority is
included as part of receivables or payables in the balance sheet.
• Commitments and contingencies are disclosed net of the amount of GST
recoverable from or payable to the taxation authority.
• The Group recognises uncertain tax positions as a liability where it is probable
that an outflow of resources will be required.
n. Share-based payments
Certain employees of the Group receive remuneration in the form of share-
based payments, whereby employees render services as consideration for equity
instruments (equity-settled transactions). The cost of equity-settled transactions
is determined by the fair value at the date when the grant is made using an
appropriate valuation model.
That cost is recognised in employee benefits expense, together with a corresponding
increase in equity (other capital reserves), over the period in which the service and,
where applicable, the performance conditions are fulfilled (the vesting period). The
cumulative expense recognised for equity-settled transactions at each reporting
date until the vesting date reflects the extent to which the vesting period has
expired and the Group’s best estimate of the number of equity instruments that will
ultimately vest. The expense or credit in the statement of comprehensive income
for the period represents the movement in cumulative expense recognised as at the
beginning and end of that period.
Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the conditions
being met is assessed as part of the Group’s best estimate of the number of equity
instruments that will ultimately vest. Market performance conditions are reflected
within the grant date fair value. Any other conditions attached to an award, but
without an associated service requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in the fair value of an award and
lead to an immediate expensing of an award unless there are also service and/or
performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market
performance and/or service conditions have not been met. Where awards include a
market or non-vesting condition, the transactions are treated as vested irrespective
of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense
recognised is the grant date fair value of the unmodified award, provided the original
terms of the award are met. An additional expense, measured as at the date of
modification, is recognised for any modification that increases the total fair value
of the share-based payment transaction, or is otherwise beneficial to the employee.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS79NOTES TO THE FINANCIAL STATEMENTS
Where an award is cancelled by the entity or by the counterparty, any remaining
element of the fair value of the award is expensed immediately through profit or loss.
o. Comparatives
Certain prior year comparatives have been reclassified to align with the current
period’s presentation. The reclassification is in respect of Note 9 – Tax Note
(Statement of comprehensive income impact of deferred tax assets and liabilities).
4. NEW STANDARDS ADOPTED AND STANDARDS ISSUED
NOT YET ADOPTED
a. New standards adopted and interpretations
No new standards, amendments or interpretations that have been issued and are
effective have had a significant impact on the Group in these financial statements.
No new standards, amendments or interpretations that are not yet effective have
been early adopted by the Group in these financial statements.
5. IMPAIRMENT
20232022
Impairment$000$000
Plant, equipment and fittings- 12,117
Vehicles and sea vessels- 511
Development in progress507 5,587
Trademarks- 13
Farm and hatchery licenses- 1,009
Software- 763
Goodwill- 39,255
Total impairment50759,255
20232022
Other income$000$000
Grants received 205 340
Profit on sale of property, plant and equipment- 17
Release of early closed out foreign exchange contracts from OCI7, 7 7 5 -
Other income597 45
Total other income8,577 402
In the prior year, following on from an unexpected increase in sea farm mortality
predominantly seen at our warmer sites towards the end of FY22, the Group
approved a strategy change to reduce farming at our warmer sites over summer.
This strategy had a significant impact on future harvest volumes and therefore a
reduction in future cash flows. A value in use calculation using a discounted cash
flow approach (DCF) was prepared at 31 January 2022 resulting in a $39.255m
impairment to goodwill, $5.6m impairment to development in progress and an
additional impairment of $14.4m, which has been allocated on a pro rata basis to
intangible assets and plant and equipment.
In FY23 consideration has been given to the status of development projects in light
of appeals relating to the Blue Endeavour consent, which was approved in November
2022. These appeals raise uncertainty on timing to complete this capital project. As
a result, the capitalised development costs have been written off at balance date.
6. OTHER INCOME
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS80NOTES TO THE FINANCIAL STATEMENTS
7. EXPENSES
20232022
Other expenses include:$000$000
Trade receivables written off--
Impairment /(Reversal) of trade receivables(78) 44
Research costs473 768
Net loss on sale of assets15153
Low value leases- 3
Directors' fees520429
Other directors' expenses510
Donations510
Employee benefits expense$000$000
Wages and salaries35,09636,427
Defined contribution plan expenses885914
Restructuring costs30012
Other employee benefits expenses4,4455,301
Outsourced labour500890
Total employee benefits expense41,22643,544
Compensation of key management personnel of the Group$000$000
Short-term employee benefits
(including contractual obligations on resignation & exit payments)
2,9462,027
Share based payment expense/(credit)(375)21
Post employment pension and medical benefits92112
Total compensation of key management personnel
of the Group
2,6632,160
20232022
Finance income$000$000
Interest income337 17
Total finance income337 17
Finance costs$000$000
Bank facility fees452 920
Interest on bank loans and overdrafts838 1,467
Interest on leases209 249
Total finance costs1,499 2,636
8. FINANCE INCOME AND COSTS
9. INCOME TAX
20232022
Recognised in the consolidated statement of comprehensive
income
$000$000
Current income tax expense129 (794)
Deferred tax relating to origination and reversal of temporary
differences
94 (13,596)
Total income tax expense / (credit) in the statement of
comprehensive income
223 (14,390)
Tax amounts posted directly to other comprehensive income(1,103) (3,294)
Tax amounts posted directly to equity90 (32)
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS81NOTES TO THE FINANCIAL STATEMENTS
20232022
Reconciliation of tax expense to statutory income tax rate$000$000
Profit / (loss) before tax2,114(87,593)
Income tax using the company tax rate 28%592(24,526)
Non deductible/non assessable items212
Impairment of goodwill-10,991
Unrecognised tax losses(105)105
Prior period adjustment(266)(991)
Adjustment for varying tax rates(27)10
Other differences819
Total tax expense / (credit)223(14,390)
Statement of financial position deferred tax
assets and liabilities
20232022
Deferred tax liabilities$000$000
Fair value adjustment to biological assets(8,632)(6,829)
Unrealised gains on foreign currency hedges(1,684)(1,246)
Increase accounting cost for finished goods(69)(304)
Total deferred tax liabilities(10,385)(8,379)
Deferred tax assets
Accelerated depreciation for tax purposes2,3272,605
Leases57-
Provision for doubtful trade debtors1841
Provision for employee benefits692897
Share based payments205295
Tax losses5,3501,326
Unrealised losses on foreign currency hedges2,0882,725
Other provisions567490
Total deferred tax assets11,3048,379
Net deferred tax assets (liabilities)919–
Unused tax losses
Unused tax losses for which no deferred tax asset has been
recognised
- 378
Potential tax benefit @ 28%- 106
The unused tax losses relate to the New Zealand operations and
can be carried forward indefinitely subject to the shareholder
continuity test.
Statement of comprehensive income impact
of deferred tax assets and liabilities
20232022
Deferred tax liabilities$000$000
Fair value adjustment to biological assets1,803(2,457)
Unrealised gains on foreign currency hedges437(4,848)
Increase accounting cost for finished goods(235)(260)
Total deferred tax liabilities2,005(7,565)
Deferred tax assets
Accelerated depreciation for tax purposes278(5,714)
Leases(57)-
Provision for doubtful trade debtors24(12)
Provision for employee benefits205(132)
Tax losses(4,024)(1,326)
Unrealised gains on foreign currency hedges637(2,207)
Other provisions(77)66
Total deferred tax assets(3,014)(9,325)
Deferred tax expense / (credit)(1,009)(16,890)
Imputation credit account
The imputation credit account balance in the Group as at 31 January 2023 is $10,549k
(31 January 2022: $9,517k).
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS82NOTES TO THE FINANCIAL STATEMENTS
20232022
Movement in reserves$000$000
Forward currency contracts
Reclassification during the period to profit or loss42 (64)
Income tax effect- 18
Realised/unrealised net gain/(loss) during the period 3,836 (13,193)
Income tax effect(1,074) 3,694
Release of early closed out foreign exchange contracts(7,775) -
Income tax effect2,177 -
Interest rate swaps
Realised/unrealised net gain/(loss) during the period - 944
Income tax effect- (265)
Reclassification during the period to profit or loss- 547
Income tax effect- (153)
Currency translation differences
Translation of foreign operations334 214
Net movement in other comprehensive income(2,460) (8,257)
20232022
Earnings per share$000$000
Profit / (Loss) attributable to ordinary equity holders 1,891(73,202)
# of Shares# of Shares
$000$000
Weighted average number of ordinary shares for basic and
diluted earnings per share
431,642 139,004
Basic earnings per share $0.00 $(0.53)
Diluted earnings per share $0.00 $(0.53)
20232022
Cash and cash equivalents$000$000
Cash at bank and on hand5,341 2,452
Short-term deposits12,680461
Cash in solicitors trust account relating
to sale of Waiau hatchery
1,200 -
Total cash and cash equivalents19,221 2,913
10. COMPONENTS OF OTHER COMPREHENSIVE INCOME
11. EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing the profit for the period
attributable to shareholders of the Company by the weighted average number of
ordinary shares on issue during the period. Diluted earnings per share are calculated
by dividing the profit attributable to shareholders of the Company by the weighted
average number of ordinary shares outstanding during the year plus the weighted
average number of shares that would be issued on conversion of all dilutive potential
ordinary shares into ordinary shares.
12. CASH AND CASH EQUIVALENTS
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS83NOTES TO THE FINANCIAL STATEMENTS
13. TRADE AND OTHER RECEIVABLES
20232022
Trade and other receivables$000$000
Trade receivables13,492 16,615
Allowance for expected credit losses(63) (141)
Prepayments2,5182,851
Other receivables626 492
Total trade and other receivables16,573 19,817
Trade receivables generally have 20-30 day terms and are recognised at their realisable value.
20232022
Ageing analysis of trade receivables$000$000
> 90 days overdue845
61 - 90 days overdue292
31 - 60 days overdue264103
< 30 days overdue3,7953,747
Not yet due9,32012,758
Total receivables13,49216,615
20232022
Receivables impairment$000$000
As at beginning of the year14197
Additional provisions for impairment-44
Receivables written off during the period--
Reversal of unused amounts(78)-
As at year end63141
20232022
Inventories$000$000
Raw materials6,419 10,509
Work in progress1,5541,705
Finished goods21,75622,422
Total inventories29,72934,636
The carrying value of finished goods as at 31 January 2023 includes a fair value uplift at point of harvest of
$6,891k (2022: $8,665k) and net realisable value provision of $5,631k (2022: $7,708k).
20232022
Amount of inventories recognised as an expense in the
statement of comprehensive income
$000$000
Cost of inventories recognised as an expense166,742180,987
Movement in net realisable value provision (2,085)(3,213)
Total cost of goods sold including fair value uplift at point
of harvest
164,657177,774
The cost of inventories recognised as an expense for the year ended 31 January 2023 includes a fair value
uplift at point of harvest of $45,977k (2022: $54,313k).This cost is included in cost of goods sold in the
Statement of Comprehensive Income.
The cost of inventory includes fish harvested at the fair value less cost to sell at harvest date, based on
management’s expected future sales pricing and mix of product (“deemed cost”). As at 31 January 2023
no volumes were forecasted to be sold at returns materially below deemed cost plus further manufacturing
costs. As a result, the overall deemed cost of inventory on hand takes this into account and therefore
increase the carrying value by the impact of the higher expected sales prices.
14. INVENTORIES
NEW ZEALAND KING SALMON ( ANNUAL REPORT FY23CONTENTS84NOTES TO THE FINANCIAL STATEMENTS
15. BIOLOGICAL ASSETS
The Group has two hatcheries (2022: three hatcheries) in the South Island and
six operational (2022: nine operational) marine salmon farms in the Marlborough
Sounds. The fish livestock typically grow for up to 31 months before harvest.
Cost Fair Value GainTotal
Biological assets$000$000$000
As at 1 February 202250,575 24,38674,961
Increase due to biological transformation
1
77,712 42,967120,679
Decrease due to harvest
2
(59,463)(44,203)(103,666)
Decrease due to mortality
3
(25,943)-(25,943)
Changes in fair value
4
-6,6616,661
As at 31 January 202342,881 29,81172,692
Cost Fair Value GainTotal
Biological assets$000$000$000
As at 1 February 202155,025 33,163 88,188
Increase due to biological transformation83,311 33,876 117,187
Decrease due to harvest(66,920) (50,038) (116,958)
Decrease due to mortality(20,841) -(20,841)
Changes in fair value-7,385 7,385
As at 31 January 202250,575 24,386 74,961
1
Biological transformation fair value is impacted by volume increases and fish weight at reporting date relative to the target fish
harvest weight of 4 kgs (proportional recognition).
2
Harvested fair value is included in cost of goods sold in the statement of comprehensive income and is calculated by
multiplying the current period's harvest (biomass) by the prior period's estimated gross margin per kg (recognised at 100%).
3
Mortality cost is expensed directly to the statement of comprehensive income within the cost of goods sold in the period which
it occurs and is not subject to a fair value uplift.
4
Changes in fair value are impacted by movements in margin primarily being changes in sales price and costs to sell (fish cost,
harvest, processing and freight to market).
20232022
Biological assets$000$000
Current 60,348 65,529
Non-Current 12,344 9,432
As at 31 January 2023 72,69274,961
20232022
Fair value gain/(loss) recognised in profit and loss$000$000
Gain arising from growth of biological assets42,967 33,876
Movement in fair value of biological assets6,661 7,385
Total fair value gain on biological transformation49,628 41,261
20232022
Estimated closing biomasstonnestonnes
Closing fresh water stocks163 199
Closing sea water stocks4,4575,816
Total estimated closing biomass live weight as at year end4,620 6,015
20232022
tonnestonnes
Total live weight harvested for the year6,8348,389
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS85NOTES TO THE FINANCIAL STATEMENTS
Fair value measurement
Measurement of fair value is performed using a fair value model. The method of
valuation therefore falls into level three of the fair value hierarchy as the inputs are
unobservable inputs.
The valuation of biological assets is carried out separately for each site at a brood
and strategy level. Estimated actual cost up to the date of harvest per site is used
to measure the expected margin at the time the fish is defined as ready for harvest,
being 4.0kg live weight. Selling price is estimated at balance date based on the most
relevant future market price at expected harvest date. The expected gross margin is
recognised proportionately based on average biomass at reporting date. Fair value
measurement commences at the date of transfer to sea water as this is considered
the point at which the fish commence their grow-out cycle.
Fair value risk and sensitivity
The Group is exposed to financial risks relating to the production of salmon
stock including increasing climate change volatility, climatic events, disease and
contamination of water space.
The Group seeks to produce and market the highest quality salmon products.
Extensive monitoring and benchmarking is carried out to provide optimum conditions
and diets to maximise fish performance during the grow out cycle. Sales are
maintained in a range of brands, products and markets to maximise returns from
the quality mix of fish harvested. The Group has insurance to cover some of the risks
relating to the livestock.
The estimated unrealised fair value gain from cost at 31 January 2023 has increased
due to a decrease in forecasted mortalities and a consequential increase in the
forecasted harvest. Mortality assumptions made in the fair value model are in line
with the FY24 forecast which sees the lower motalities experienced at the end of
FY23 continue into FY24. Average price increases are forecast due to continuing
robust global demand for the product and rising costs of inputs. Changes in
these assumptions will impact the fair value calculation. The realised profit which
is achieved on the sale of inventory will differ from the calculations of fair value
of biological assets because of changes in key factors such as the final market
destinations and product mix of inventory sold, changes in price, foreign exchange
rates, harvest weight, growth rates, mortality, cost levels and differences in harvested
fish quality.
Leaving all other variables constant, a 15% increase/decrease in average future sales
prices would increase/decrease the fair value of biological assets on hand and profit
before tax by $14.6m (2022: $13.2m) (excludes the impact of finished goods), while
a 15% increase/decrease in future harvest volume would increase/decrease the fair
value of biological assets on hand and profit before tax by $ 2.2m (2022: $3.3m).
A 15% increase/decrease in costs to sell would decrease/increase the fair value of
biological assets on hand and profit before tax by $ 13.6m (2022: $9.7m). Changes in
fish health and environmental factors may affect the quality of harvested fish, which
may be reflected in realised profit via both achieved sales price and production costs.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS86NOTES TO THE FINANCIAL STATEMENTS
Note
Freehold land &
buildings
Plant, equipment
& fittings
Vehicles & sea
vessels
Capital Work in
progressTotal
Cost$000$000$000$000$000
As at 1 February 202111,770 89,604 3,7286,094111,196
Additions---10,38410,384
Disposals-(1,604)(43)-(1,647)
Transfers from WIP2,4881,52343(4,054)-
As at 31 January 202214,258 89,523 3,72812,424119,933
Additions---4,5584,558
Disposals(761)(1,422)(183)-(2,366)
Transfers from WIP2,5488,606-(11,154)-
As at 31 January 202316,04596,7073,5455,828122,125
Depreciation and impairment
As at 1 February 20212,96545,6301,885-50,480
Depreciation548 6,889263-7, 70 0
Impairment-12,116511-12,627
Disposals-(1,449)(45)-(1,494)
As at 31 January 20223,51363,1862,614-69,313
Depreciation6445,032139-5,815
Impairment-----
Disposals(144)(888)(147)-(1,179)
As at 31 January 20234,01367,3302,606-73,949
Net Book Value
As at 31 January 202210,74526,3371,11412,42450,620
As at 31 January 202312,03229,3779395,82848,176
16. PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment is stated at
historical cost less depreciation and any impairment
adjustments. Historical cost includes expenditure
that is directly attributable to the acquisition of
Property, Plant and Equipment. Asset residual
values and useful lives are reviewed, and adjusted
if appropriate, at each balance date or whenever
events or changes in circumstances indicate that the
carrying amount may not be recoverable.
Borrowing costs
There were no borrowing costs capitalised in year
ending 31 January 2023 (2022: $nil).
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS87NOTES TO THE FINANCIAL STATEMENTS
17. INTANGIBLES
Note
Development
in progressTrademarks
Farm &
hatchery
licensesSoftwareGoodwillTotal
Cost$000$000$000$000$000$000
As at 1 February 20212,860 242 4,295 5,578 39,255 52,230
Additions2,817 -64 26 -2,907
Disposals(90) ----(90)
Transfers from WIP------
As at 31 January 20225,587 242 4,359 5,604 39,255 55,047
Additions507 --157 -664
Disposals--(150) --(150)
Transfers from WIP------
As at 31 January 20236,094242 4,209 5,761 39,255 55,561
Amortisation and impairment
As at 1 February 2021-200 976 2,673 -3,849
Amortisation- -167 510 -677
Impairment5,587 131,009 763 39,255 46,627
Disposals--1--1
As at 31 January 20225,587 213 2,1533,946 39,255 51,154
Amortisation--115 397 -512
Impairment5507 ----507
Disposals--(98) --(98)
As at 31 January 20236,094213 2,1704,343 39,255 52,075
Net Book Value
As at 31 January 2022-29 2,2061,658 -3,893
As at 31 January 2023-29 2,0391,418 -3,486
Goodwill
Goodwill resulted from the acquisition of The New
Zealand King Salmon Co Limited and was subject
to annual impairment testing. The Group considers
the requirements of NZ IAS 36, when reviewing
for indicators of impairment. In the year ended 31
January 2022 a value in use calculation using a
discounted cash flow (DCF) approach was prepared
to estimate the recoverable amount of the CGU. The
DCF supported a $39.255m goodwill impairment to
goodwill, a $5.6m impairment on developments in
progress and an additional impairment of $14.4m
which has been allocated on a pro rata basis to
intangible assets and plant and equipment on the
basis of the carrying amount of each asset, but not
below its fair value or value in use.
Trademarks
Trademarks are externally acquired and are carried
at cost less impairment. They have indefinite useful
lives and are assessed annually for impairment. No
impairment has been recognised during the year
(2022: $13k).
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS88NOTES TO THE FINANCIAL STATEMENTS
18. RIGHT-OF-USE ASSETS
Land &
Buildings Motor Vehicles
Plant &
EquipmentTotal
Cost$000$000$000$000
As at 1 February 20216,906 724 1,597 9,227
Additions- 545 -545
Disposals-(48) -(48)
Remeasurement131 7 -138
As at 31 January 20227,037 1,228 1,597 9,862
Additions- 210618828
Disposals(1,433)(516)(1,082)(3,031)
Remeasurement30461311
As at 31 January 20235,9089281,1347,970
Depreciation
As at 1 February 20211,3173707302,417
Depreciation1,0192604701,749
Disposals-(48)-(48)
As at 31 January 20222,3365821,2004,118
Depreciation1,0262642961,586
Disposals(534)(466)(1,050)(2,050)
As at 31 January 20232,8283804463,654
Net Book Value
As at 31 January 20224,7016463975,74 4
As at 31 January 20233,0805486884,316
Land &
Buildings
Motor
Vehicles
Plant &
EquipmentTotal
$000$000$000$000
Lease liabilities at 1 February 20215,696 365 908 6,969
Additions- 544 -544
Remeasurement131 7 -138
Interest for the period2111919249
Lease payments made(1,179) (297) (491) (1,967)
Lease liabilities as at 31 January 20224,859 638 436 5,933
Additions- 209 618 827
Disposals(924) (25) (31) (980)
Remeasurement30461311
Interest for the period1752212209
Lease payments made(1,149) (292) (340) (1,781)
As at 31 January 20233,265 558 696 4,519
19. LEASE LIABILITIES
Short term leases
The Group recognised $771k of payments for short term lease equipment in the year
(2022: $1,178k).
Total lease payments
The Group had total cash outflows for leases of $2,552k in 2023 (2022: $3,148k).
20232022
$000$000
Current1,191 1,531
Non-current3,328 4,402
Total lease liabilities 4,519 5,933
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS89NOTES TO THE FINANCIAL STATEMENTS
20. INTEREST BEARING LOANS AND BORROWINGS
20232022
Current interest bearing loans and borrowings$000$000
Secured bank loans750 47,000
Other borrowings-2,659
Total current interest bearing loans and borrowings750 49,659
Non-current interest bearing loans and borrowings
Secured bank loans2,750-
Total non-current interest bearing loans and borrowings2,750-
20232022
Current employee benefits$000$000
Bonuses982 65
Employee annual and sick leave benefits2,2182,592
Long service leave265 174
Total current employee benefits3,465 2,831
Non-current employee benefits
Long service leave501 430
Total non-current employee benefits501 430
20232022
$000$000
Trade payables11,327 14,223
Other payables2,3352,211
Total trade and other payables13,66216,434
The Company has a facility with BNZ for $6.5m (expiry 30 April 2024), secured by a
general security over the assets of the Group. Nothing was drawn as at 31 January
2023. The company also secured a Business Finance Scheme Loan via BNZ for $5m
(expiry October 2025) that arose from the Government providing financial assistance
following the pandemic virus Covid-19. At 31 January 2023 the balance drawn on the
Business Finance Scheme was $3.5m. The BNZ have waived financial covenents post
equity raise until the next test date of 30 April 2023.
21. TRADE AND OTHER PAYABLES
22. EMPLOYEE BENEFITS
Long service leave
Long service leave provisions are calculated based on the expected future payments
to employees, discounted to their net present value.
23. COMMITMENTS AND CONTINGENCIES
Capital commitments
The Group has entered into agreements to purchase plant and equipment. As at 31
January 2023 the total commitment is $58k (2022: $1,929k).
Contingencies
The Group has a contingent liability of $1,045k in respect of a fish transport contract
requiring the Group to purchase four bulk tankers, should the Group terminate the
contract early (2022: $1,152k).
Guarantees
The Group has three guarantee facilities totalling $131k (2022: $132k).
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS90NOTES TO THE FINANCIAL STATEMENTS
24. RISK MANAGEMENT
The Group's activities expose it to a variety of risks: market risk, credit risk,
liquidity risk and climate change risk. The Health, Safety and Risk Committee has
responsibility for the oversight of all risk domains, which includes managing climate
risk, as delegated by the Board. The Group uses derivative financial instruments to
hedge certain risk exposures. Financial risk management is the responsibility of the
Chief Financial Officer in accordance with the Treasury Policy approved by the Board
of Directors. In addition, the Group has a Treasury Committee that oversees financial
risk management.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument
will fluctuate because of changes in market prices. This comprises of two key types of
risks; currency and interest rate risk.
Currency risk
The Group has exposure to foreign exchange risk as a result of transactions
denominated in foreign currency, arising primarily from normal trading activities, but
also from the net investment in the foreign subsidiary.
The Group manages its foreign currency risk by hedging its future exposure in respect
of its import purchases and its export sales, over a maximum of five years, when
exposures are considered highly probable. The Group hedges this exposure with
the use of forward foreign exchange contracts and options. The Group has a policy
of hedging foreign exchange exposures within a range of hedging limits broadly
summarised as follows: Up to two years – 15% to 100%, two to five years – 0% to 50%.
The notional contract amounts of forward foreign exchange contracts and options
outstanding at balance date were $39.8m on the import side (2022: $82.9m) and
$273.1m on the export side (2022: $273m), for delivery over the next five financial
years, in line with anticipated payment dates.
The Group imports nearly all of its feed from Australia, purchases of which are in
Australian dollars. In order to protect against exchange rate movements and to
manage the inventory costing process, the Group has entered into forward exchange
contracts to purchase Australian Dollars. The Group exports salmon to many
countries, the major ones being Australia, Japan and the United States. Sales are
denominated in Australian dollars (AUD), Japanese yen (JPY) and United States
dollars (USD) respectively. In order to protect against exchange rate movements
and to manage the inventory costing process, the Group has entered into forward
exchange contracts and options to hedge the net exposure to AUD, JPY and
USD respectively.
The cash flows are expected to occur up to 60 months from 1 February 2023.
Realised gains /losses on exercise of foreign exchange contracts and options is
recognised within revenue when the hedged transactions occur.
Foreign exchange forward contracts are designated as hedging instruments in cash
flow hedges of highly probable forecast sales in USD, AUD and JPY and forecast
purchases in USD, and AUD. The Group has typically hedged 50-55% of the net
exposure of these forecast transactions. The foreign exchange forward contract
balances vary with the level of expected foreign currency sales and purchases and
changes in foreign exchange forward rates.
There is an economic relationship between the hedged items and the hedging
instruments as the terms of the foreign exchange and commodity forward contracts
match the terms of the expected highly probable forecast transactions (i.e., notional
amount and expected payment date). The Group has established a hedge ratio of
1:1 for the hedging relationships as the underlying risk of the foreign exchange and
commodity forward contracts are identical to the hedged risk components. To test
the hedge effectiveness, the Group uses the hypothetical derivative method and
compares the changes in the fair value of the hedging instruments against the
changes in fair value of the hedged items attributable to the hedged risks.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS91NOTES TO THE FINANCIAL STATEMENTS
The hedge ineffectiveness can arise from:
• Differences in the timing of the cash flows of the hedged items and the hedging
instruments.
• Different indexes (and accordingly different curves) linked to the hedged risk of
the hedged items and hedging instruments.
• The counterparties' credit risk differently impacting the fair value movements of
the hedging instruments and hedged items.
• Changes to the forecasted amount of cash flows of hedged items and hedging
instruments.
The NZ dollar equivalent of unhedged currency risk on assets at balance date, 31
January 2023 is $1,137k (2022: $897k) whilst the NZ dollar equivalent of unhedged
currency risk on liabilities at balance date, 31 January 2023 is nil (2022: $1,459k).
Currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in
AUD, USD and JPY exchange rates. The impact on the Group's pre-tax profit is the
result of a change in fair value of monetary assets and liabilities. The impact on the
Group's equity is due to changes in the fair value of forward exchange contracts and
options designated as cash flow hedges.
Change in
AUD rateEquityProfit
$000$000$000
2023+10%(3,603) 193
-10%4,403 (236)
2022+10%(6,686) (232)
-10%8,171 284
Change in
USD rateEquityProfit
$000$000$000
2023+10%13,519 658
-10%(16,887) (805)
2022+10%15,710 760
-10%(19,420) (928)
Change in
JPY rateEquityProfit
$000$000$000
2023+10%1,257 51
-10%(1,513) (62)
2022+10%1,882 152
-10%(2,262) (186)
Interest rate risk
The Group has exposure to interest rate risk. Interest earned on call deposits are
based on the current interest rate. Interest rate swaps are used to manage interest
rate risk. The Group has a policy of fixing interest rates within a range of 50% to 100%
of the exposure.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS92NOTES TO THE FINANCIAL STATEMENTS
Interest rate sensitivity
The following table demonstrates the sensitivity of the fair value of the interest rate
swaps to a reasonably possible change in interest rates:
20232022
$000$000
Impact of an increase of 50 basis points-126
Impact of a decrease of 50 basis points-(131)
20232022
$000$000
Cash and short term deposits19,221 2,913
Trade and other receivables16,573 19,817
Derivative financial assets- -
Credit risk
Credit risk is the risk of financial loss that arises if a counterparty to a financial
instrument does not meet its contractual obligations. Financial instruments which
potentially subject the Group to credit risk principally consist of bank balances, trade
receivables, derivative financial instruments and financial guarantees.
Customer credit risk is managed centrally subject to the Group’s established policy,
procedures and control relating to customer credit risk management. Credit quality
of a customer is assessed based on an extensive external credit rating scorecard and
individual credit limits are defined in accordance with this assessment. Outstanding
customer receivables and contract assets are regularly monitored and any shipments
to major customers are generally covered by trade credit insurance.
An impairment analysis is performed at each reporting date using the accounts
receivable aging report to measure expected credit losses. The impairment analysis
is based on days past due for all customers with coverage by trade credit insurance.
The calculation reflects the probability-weighted outcome, the time value of money
and reasonable and supportable information that is available at the reporting date
about past events, current conditions and forecasts of future economic conditions.
Generally, trade receivables are written-off if past due for more than one year and
are not subject to enforcement activity.
Financial instruments are only entered into with banks that have in place an
executed International Swaps and Derivatives Association (ISDA) Master Agreement
with the Group.
Maximum exposures to credit risk as at balance date are:
The above maximum exposures are net of any recognised provision for losses. No
collateral is held on the above amounts.
Concentrations of credit risk
Bank balances are maintained with National Australia Bank in Australia, PNC Bank
in USA, and with Bank of New Zealand. There is a wide spread of debtors, in terms of
size and geographical location within New Zealand and overseas. Concentration of
credit risk in trade receivables is not considered significant as the Group's customers
operate in different market channels and geographic areas.
Liquidity risk
The Group performs cash flow forecasting activities on a daily basis to ensure it
has sufficient cash to meet operational needs and monitors performance against
bank covenants on a monthly basis. Surplus cash is invested in short-term or money
market deposits.
Undrawn committed facilities and/or liquid assets are maintained at all times at an
amount sufficient to cover the forecast cash payments to employees, suppliers, tax
authorities and banking institutions as they fall due.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS93NOTES TO THE FINANCIAL STATEMENTS
The following table analyses the contractual cash flows for all financial liabilities
including proposed repayment of term debt with BNZ FY24 H1:
Less than
one year
Between one
& two years
Between two
& five yearsFive + years
As at 31 January 2023$000$000$000$000
Bank loans750 750 2,000 -
Credit card facilities350 - --
Lease liabilities1,191 916 1,139 1,273
Trade and other payables13,662---
Financial guarantee contracts132 - --
Total non-derivative liabilities16,085 1,666 3,139 1,273
Forward foreign currency exchange
contracts
76,678 48,834 8,702 -
Forward foreign currency options 43,288 51,448 84,108 -
Total derivative liabilities119,966 100,282 92,810 -
As at 31 January 2022
Bank loans47,000 ---
Credit card facilities350 ---
Lease liabilities1,5311,002 3,400-
Trade and other payables16,434---
Financial guarantee contracts132 ---
Total non-derivative liabilities65,447 1,002 3,400 -
Forward foreign currency exchange
contracts
95,864 81,805 29,141 -
Forward foreign currency options20,79143,288 75,042-
Interest swaps126---
Total derivative liabilities116,781 125,093 104,183 -
Climate Risk
The Group recognises climate change will have a significant impact on our
operations. The key risks are both physical risks (climate and water temperature
impacting fish health) and transition risks resulting from the process of consumers
adjusting their taste and preferences towards a low carbon economy. During the
transition period, regulatory risk has also been identified, as the cost of compliance
is increasing and not showing any signs of stabilising. The Health, Safety and Risk
Committee has responsibility for the oversight of all risk domains, which includes
managing climate risk, as delegated by the Board. An internal sustainability
working group is being established to develop the Groups strategic response to
climate risk in line with the new Aotearoa New Zealand Climate Standards released
by the External Reporting Board (XRB) in December 2022.
25. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash and short term deposits, trade receivables, trade payables
and other current liabilities is considered a reasonable approximation to their fair
value due to the short term maturities of these instruments.
The carrying value of the Business Finance Scheme Loan via BNZ is $3.5m and
is considered a reasonable approximation of its fair value due to the short term
maturities of the drawings.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS94NOTES TO THE FINANCIAL STATEMENTS
The following financial instruments of the Group are carried at fair value:
20232022
Current derivative financial assets$000$000
Forward exchange contracts1,341 1,028
Foreign exchange options565 310
Total current derivative financial assets1,906 1,338
Non-current derivative financial assets
Forward exchange contracts928 1,043
Foreign exchange options3,1782,068
Total non-current derivative financial assets4,106 3,112
Current derivative financial liabilities
Forward exchange contracts2,123 2,772
Foreign exchange options989 308
Interest rate swaps- 548
Total current derivative financial liabilities3,112 3,628
Non-current derivative financial liabilities
Forward exchange contracts369 2,618
Foreign exchange options3,976 4,032
Interest rate swaps--
Total non-current derivative financial liabilities4,345 6,650
Valuation method
Financial instruments have been categorised into the following hierarchy and
valued according to the following definitions, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1: Quoted prices in active markets for identical assets or liabilities that the
entity can access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable
for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from
prices)
Level 3: Inputs for the assets or liabilities that are not based on observable market
data (unobservable inputs)
All derivative financial instruments for which a fair value is recognised have been
categorised within level 2 of the fair value hierarchy. Industry experts have provided
the fair values for all derivatives based on an industry standard model. There were
no transfers between Level 1 and Level 2 during the period ended 31 January 2023 (31
January 2022 - nil).
26. CAPITAL MANAGEMENT
Group capital
The capital of the Group consists of share capital, reserves and retained earnings /
(deficit). The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for shareholders,
benefits for shareholders and to maintain an optimal capital structure to reduce the
cost of capital.
In addition to this the Group aims to ensure that it meets financial covenants
attached to the interest bearing loans and borrowings that define capital structure
requirements. Refer to note 20 Borrowings.
In order to maintain or adjust the capital structure the Group may adjust dividends
paid to shareholders, return capital to shareholders, issue new shares or sell assets to
reduce debt.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS95NOTES TO THE FINANCIAL STATEMENTS
27. CAPITAL AND RESERVES
Share capital20232022
Issued shares$000$000
Ordinary shares541,455 140,638
Total issued shares541,455 140,638
20232022
$000$000
Unrealised gain / (loss) 2,804(18,187)
Realised gain / (loss) -9,716
Total gain / (loss) on hedge reserves 2,804 (8,471)
Ordinary shares are fully paid with no par value. Each ordinary share has an equal
right to vote, to participate in dividends and to share in any surplus on winding up
of the Company. No dividend was declared nor paid during the year 2023 (2022: No
dividend was declared nor paid).
On the 12th May 2022, 400,817,007 ordinary shares were issued under an
underwritten rights offer announced on the 13th April 2022 for total proceeds of
$60.1m. Total transaction costs for shares issued under the underwritten rights offer
was $2.6m for net proceeds of $57.5m.
# of SharesShare Capital
2023202220232022
Movement in ordinary share capital00$000$000
The beginning of the period140,638138,986122,606122,606
Share issue400,817-57,537-
Share issue for employee LTI share scheme -1,652--
Share issue recognised on repayment of
employee loans
----
Total share capital as at period end541,455140,638180,143122,606
Reserves
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising
from the translation of the financial statements of the foreign subsidiary.
Hedge reserve
The hedge reserve represents the unrealised gains and losses on interest rate swaps
and foreign currency forward contracts that the Group has taken out in order to
mitigate interest rate and foreign currency risks, net of deferred tax. Also included
are the realised gains on early closed foreign currency forward contracts where the
hedged future cash flows are still expected to occur (net of tax).
Retained earnings
Retained earnings represents the profits retained in the business.
Share based payment reserve
The share based payment reserve relates to one long term incentive (LTI) scheme
and two employee share ownership schemes. All of these schemes involve the
Company making interest-free limited recourse loans to selected personnel to
acquire shares in the Company. The employees must remain in employment for
the duration of the vesting or escrow periods before the employees receive the full
benefit of share ownership subsequent to repayment of the loan balance remaining
at time of vesting.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS96NOTES TO THE FINANCIAL STATEMENTS
28. EVENTS AFTER BALANCE DATE
No final dividend was declared in respect of the year ended 31 January 2023
(2022: Nil).
29. RELATED PARTY DISCLOSURES
Subsidiaries
New Zealand King Salmon Investments Limited has the following trading subsidiaries.
Subsidiary
Country of
Incorporation
Equity Interest
The New Zealand King Salmon Co LimitedNew Zealand100%
New Zealand King Salmon Exports LimitedNew Zealand100%
The New Zealand King Salmon Pty LimitedAustralia100%
New Zealand King Salmon USA IncorporatedUnited States of America100%
The principal activity of The New Zealand King Salmon Co Limited is the farming
and processing of salmon. The activity of New Zealand King Salmon Exports Limited,
The New Zealand King Salmon Pty Limited, and New Zealand King Salmon USA
Incorporated is the distribution of salmon.
At balance date Oregon Group Limited owned 39.55% (2022: 39.55%), China
Resources Ng Fung Limited owned 9.81% (2022: 9.81%) and NZ Superannuation
Fund owned 9.08% (2022: 6.47%) of the shares in New Zealand King Salmon
Investments Limited.
20232022
Related party payments$000$000
Goods and services purchased from other related parties - -
Directors fees475459
Total related party payments475 459
Related party sales$000$000
Goods sold to related parties 2-
Total related party sales2-
Amounts owing to related parties20232022
Current amounts owing to related parties$000$000
Other amounts owing to related parties233 233
Fees payable to directors45-
Total current amounts owing to related parties278 233
Amounts owing by related parties$000$000
Amounts owing by related parties- 2
Total amounts owing by related parties- 2
Transactions with related parties
The following provides the total amount of transactions that were entered into with
related parties for the relevant financial year:
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS97NOTES TO THE FINANCIAL STATEMENTS
Other assurance services include performance of agreed upon procedures on
sustainability information and tax advisory services include a research and
development funding workshop.
20232022
Reconciliation of the profit / (loss) for the period
with the net cash from operating activities
$000$000
Profit / (loss) before tax2,114(87,593)
Adjusted for
Depreciation and amortisation 7,91510,125
Impairment50759,255
(Gain)/loss on sale of assets(4)135
Release of early closed out foreign exchange contract
close outs from OCI
(7,775)-
Share-based payments (292)146
Net foreign exchange differences (143)13,633
Net loss /(profit) on derivative instruments at fair
value through profit or loss
42483
(Increase)/decrease in trade and other receivables and
prepayments
3,244(3,631)
(Increase)/decrease in inventories and biological assets7,1 7621,080
Increase/(decrease) in trade and other payables(2,022)(2,455)
Income tax paid (287)(4,171)
Net cash flow (to) / from operating activities 10,4757,008
31. RECONCILIATION OF NET OPERATING
CASH FLOW TO PROFIT /(LOSS)
20232022
$000$000
Audit fees296 309
Other assurance1210
Tax advisory services120
Total auditor's remuneration320 319
30. AUDITOR'S REMUNERATION
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS98NOTES TO THE FINANCIAL STATEMENTS
c. Performance obligations
Information about the Group's performance obligations is summarised below:
Delivery to customer
The performance obligation is satisfied upon delivery of salmon products to the
customer, and payment terms generally range between cash on delivery and 20th of
the month following invoice date.
On collection
The performance obligation is satisfied upon collection of salmon products by the
customer and payment terms are generally on collection.
Receipt into store
The performance obligation is satisfied upon delivery of salmon products when
receipted into the customer's store and payment terms are generally on the 20th of
the month following invoice date.
CIF, into hold
The performance obligation is satisfied upon delivery of shipping documents
including either the bill of lading or way bill dependent on transportation mode.
Payment terms generally range between 7 days from invoice date and 20th of the
month following invoice date.
32. REVENUE FROM CONTRACTS WITH CUSTOMERS
a. Sale of goods with variable consideration
Some contracts for the sale of goods provide customers with volume rebates. Under
NZ IFRS 15, volume rebates give rise to variable consideration.
Volume rebates
The Group provides retrospective volume rebates to certain customers on the
quantity of product purchased during the period. The rebate is charged at time of
settlement. Therefore the Group does not see the need to recognise a refund liability
due to timeliness of the transaction.
b. Contract balances: contract liabilities
A contract liability is the obligation to transfer goods to a customer for which
the Group has received consideration from the customer. If a customer pays
consideration before the Group transfers goods to the customer, a contract
liability is recognised when the payment is made or when the payment is due
(whichever is earlier). Contract liabilities are revenue when the Group performs
under the contract.
The Group recognises revenue from the following major brand sources:
• Ōra King
• Regal
• Southern Ocean
• Omega Plus
• New Zealand King Salmon
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS99NOTES TO THE FINANCIAL STATEMENTS
Sales net of settlement discounts to one major customer for the period 1 February
2022 to 31 January 2023 totalled $20.0m or 12.0% of total gross revenue (For the
period 1 February 2021 to 31 January 2022 one major customer totalled $19.1m or
10.9% of total gross revenue).
33. SEGMENT INFORMATION
Segment results
The Group's strategy is to maximise longer term sales and overall margins by focusing
on branded, premium priced and differentiated sales across its range of markets,
channels and customers. The operating results of the whole business are monitored
for the purpose of making decisions about resource allocating and performance.
Accordingly, the Group is considered to consist of one operating segment.
Segment performance - Refer also Note 32 for detail of disaggregation of revenue by
product, brand and geographical area.
20232022
Revenue by Product group$000$000
Whole fish 77,489 88,519
Fillets, Steaks & Portions 39,005 35,418
Wood Roasted 11,060 14,099
Cold Smoked 24,153 26,522
Other 15,424 9,972
Total revenue by product group167,131 174,530
20232022
Revenue by Brand$000$000
Ōra King 56,845 61,477
Regal 32,604 33,922
Southern Ocean 6,635 9,928
Omega Plus 4,606 2,859
New Zealand King Salmon 66,441 66,344
Total revenue by brand 167,131 174,530
20232022
Revenue by geographical location of customers$000$000
New Zealand68,850 69,085
North America62,202 67,626
Australia15,988 11,816
Japan5,711 10,709
Europe6,391 5,750
Other7,9899,544
Total revenue by geographical location of customers167,131 174,530
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS100NOTES TO THE FINANCIAL STATEMENTS
Opinion
We have audited the financial statements of New Zealand King Salmon
Investments Limited (“the company”) and its subsidiaries (together
“the group”) on pages 66 to 100, which comprise the consolidated
statement of financial position of the group as at 31 January 2023, and
the consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash
flows for the year then ended of the group, and the notes to the
consolidated financial statements including a summary of significant
accounting policies.
In our opinion, the consolidated financial statements on pages 66 to
100 present fairly, in all material respects, the consolidated financial
position of the group as at 31 January 2023 and its consolidated financial
performance and cash flows for the year then ended in accordance with
New Zealand equivalents to International Financial Reporting Standards
and International Financial Reporting Standards.
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 and the company's shareholders, as a body, for our audit
work, for this report, or for the opinions we have formed.
INDEPENDENT
AUDITOR’S REPORT
Independent auditor’s report to the
Shareholders of New Zealand King Salmon
Investments Limited
A member firm of
Ernst & Young Global Limited
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS101NOTES TO THE FINANCIAL STATEMENTS
A member firm of
Ernst & Young Global Limited
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (New Zealand). Our responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report.
We are independent of the group in accordance with Professional
and Ethical Standard 1 International Code of Ethics for Assurance
Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards
Board, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Ernst & Young performs agreed upon procedures in relation to
sustainability information of the group and provide tax advisory services
to the group. Partners and employees of our firm may deal with the
group on normal terms within the ordinary course of trading activities
of the business of the group. We have no other relationship with, or
interest in, the group.
Key audit matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the consolidated financial
statements of the current year. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole,
and in forming our opinion thereon, but we do not provide a separate
opinion on these matters. We have determined the matters described
below to be the key audit matters to be communicated in our report.
For the matters below, our description of how our audit addressed the
matters is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s
responsibilities for the audit of the financial statements section of the
audit report, including in relation to those matters. Accordingly, our
audit included the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the financial
statements. The results of our audit procedures, including the procedures
performed to address the matter below, provide the basis for our audit
opinion on the accompanying consolidated financial statements.
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS102NOTES TO THE FINANCIAL STATEMENTS
Why significantHow our audit addressed the key audit matter
At 31 January 2023, the consolidated statement of
financial position includes biological assets (live salmon)
of $72.7 million with an estimated biomass of 4,620
metric tonnes. This asset is measured at its fair value
less costs to sell and includes a fair value increase above
cost of $29.8 million.
This is a key audit matter because the group’s
estimation of the fair value of biological assets is
assessed using a valuation model that relies on
significant estimation including:
• year end biomass derived from the group’s
livestock model;
• future biomass growth to harvest;
• future fish mortalities;
• forecast sales prices;
• forecast costs to harvest date and of sale;
• forecast sales product mix; and
• use of a weight-based method to recognise the
estimated fair value gain at balance date
Disclosures in relation to biological assets are included in
Note 15 to the group financial statements.
In considering the valuation of live salmon we:
• evaluated the appropriateness of key estimations and assumptions and their impact
on the valuation assessment;
• agreed key estimation inputs used by the group in their valuation model to supporting
data and to board approved forecasts;
• involved our valuation specialists in the evaluation and testing of the mathematical
integrity of the calculations in the valuation model;
• challenged the appropriateness of model inputs compared to historical actual values
and considered the accuracy of previous forecasts; and
• considered post year end harvest mortality data to assess the impact, if any, on the
forecasts used in the valuation model.
In considering live salmon biomass at year end we:
• tested controls over fish count recording at the point of transfer from the freshwater
hatcheries to sea pens;
• considered the key inputs used by the group in estimating growth and biomass;
• tested controls over fish quantity and biomass adjustments in the livestock model;
• performed analytical procedures over feed conversion to biomass; and
• considered the accuracy of historical forecasts of average fish weight and quantity
recorded in the livestock model to actual fish harvest data.
We also considered the appropriateness and sufficiency of biological assets disclosures
included in the group financial statements.
A member firm of
Ernst & Young Global Limited
Biological assets
NEW ZEALAND KING SALMON fi ANNUAL REPORT FY23CONTENTS103NOTES TO THE FINANCIAL STATEMENTS
Why significantHow our audit addressed the key audit matter
At 31 January 2023, the consolidated statement of
financial position includes finished goods inventory
totalling $21.8 million, net of a net realisable value
(NRV) provision of $5.6 million.
Cost of inventory includes the fair value of salmon at the
point of harvest and other processing costs.
The carrying value of inventory is assessed at balance
date to consider whether cost is in excess of NRV.
This is a key audit matter because of the judgement
involved in the estimation of both the fair value of
salmon at the point of harvest and in estimating future
sales prices and costs necessary to make the sales in
determining NRV.
Disclosures in relation to inventories are included in Note
14 to the group financial statements.
In considering inventory valuation we:
• assessed the calculation of the fair value of salmon at the point of harvest included
in the cost of finished goods inventory;
• assessed the calculation of other direct and processing costs included in the cost of
finished goods inventory;
• assessed the future sales inputs used in the NRV calculation by comparison to the
most recent historical sales amounts;
• compared the assessed NRV of a sample of inventory items to subsequent
selling amounts;
• assessed the calculation of estimated costs necessary to make the sale included
within the NRV calculation; and
• tested the mathematical accuracy of the NRV provision calculation.
We also considered the appropriateness and sufficiency of inventory disclosures
included in the group financial statements.
A member firm of
Ernst & Young Global Limited
Finished goods inventory valuation
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS104NOTES TO THE FINANCIAL STATEMENTS
Information other than the financial statements and
auditor’s report
The directors of the company are responsible for the Annual Report,
which includes information other than the consolidated financial
statements and auditor’s 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.
In connection with our audit of the consolidated financial statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained during the
audit, or otherwise appears to be materially misstated.
If, based upon the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the financial statements
The directors are responsible, on behalf of the entity, for the preparation
and fair presentation of the consolidated financial statements in
accordance with New Zealand equivalents to International Financial
Reporting Standards and International Financial Reporting Standards,
and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are
responsible for assessing on behalf of the entity 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 cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
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 International Standards on Auditing (New Zealand) 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 the auditor’s responsibilities for the audit of the
financial statements is located at the External Reporting Board’s website:
https://www.xrb.govt.nz/standards-for-assurance-practitioners /
auditors-responsibilities /audit-report-1/. This description forms part of
our auditor’s report.
The engagement partner on the audit resulting in this independent
auditor’s report is Brendan Summerfield.
Chartered Accountants
Christchurch
28 March 2023
A member firm of
Ernst & Young Global Limited
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS105NOTES TO THE FINANCIAL STATEMENTS
GLOSSARY
ASX
Australian Securities
Exchange
CEO
Chief Executive Officer
EBIT
Earnings Before Interest
and Tax
EBITDA
Earnings Before Interest,
Tax, Depreciation
and Amortisation
FCR
Feed Conversion Ratio
FMCG
Fast moving consumer
goods
FOB
Free on Board, a term which
means that the price for goods
includes delivery at the seller’s
expense on to a vessel at a
named port and no further. The
buyer bears all costs thereafter
(including costs of sea freight)
FY
Financial Year
G&G
Gilled and gutted weight
GAAP
New Zealand Generally
Accepted Accounting Practice
Group
New Zealand King Salmon
Investments Limited
and its subsidiaries
IPO
Initial Public Offering
LTI Scheme
Long term incentive scheme
MT
Metric Tonnes
New Zealand King Salmon
New Zealand King Salmon
Investments Limited
NPAT
Net Profit after Tax
NZ IFRS
New Zealand equivalents
to International Financial
Reporting Standards
NZX
New Zealand Stock Exchange
NEW ZEALAND KING SALMON | ANNUAL REPORT FY23CONTENTS106GLOSSARY
---
FY23 INVESTOR PRESENTATION
FY23 FINANCIAL RESULTS
FY23 INVESTOR PRESENTATION
DISCLAIMER
1
The information in this presentation has been prepared by New Zealand King Salmon Investments Limited with due care and attention. However, to the maximum extent permitted by law, neither
New Zealand King Salmon Investments Limited nor any of its directors, employees, shareholders nor any other person shall haveany liability whatsoever to any person for any loss (including,
without limitation, arising from any fault or negligence) arising from this presentation or any information supplied in connection with it.
This presentation may contain projections or forward-looking statements regarding a variety of items. Such projections or forward-looking statements are based on current expectations, estimates
and assumptions and are subject to a number of risks, uncertainties and assumptions. There is no assurance that results contemplated in any projections and forward-looking statements in this
presentation will be realised and any forward-looking statements are subject to material adverse events, significant one-off expenses or other unforeseeable circumstances. As such, actual results
may differ materially from those projected in this presentation. No person is under any obligation to update this presentation at any time after its release to you or to provide you with further
information about New Zealand King Salmon Investments Limited.
Our results are reported under NZ IFRS. This presentation includes non-GAAP financial measures which are not prepared in accordance with NZ IFRS. The non-GAAP financial measures used in
this presentation include:
•EBITDA. We calculate EBITDA by adding back (or deducting) depreciation, amortisation, finance expense / (income), and taxation expense to net earnings
•EBIT. We calculate EBIT by adding back (or deducting) finance expense / (income), and taxation expense to net earnings
•Pro-forma Operating EBITDA refers to earnings before interest, tax, depreciation and amortisation after allowing for pro-forma adjustments as described in the Appendix to this document
We believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding of our financial performance, financial position and returns. They should
not, however, be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ IFRS. Non-GAAP financial measures may not be comparable to similarly titled
amounts reported by other companies.
The information in this presentation is of a general nature and does not constitute financial product advice, investment advice or any recommendation. Nothing in this presentation constitutes legal,
financial, tax or other advice. An investor should, before making any investment decisions, consider the appropriateness of the information in this presentation, and seek professional advice,
having regard to the investor’s objectives, financial situation and needs.
This presentation is solely for use of the party to whom it is provided.
FY23 INVESTOR PRESENTATION
PRESENTERS
2
Graeme Tregidga
Acting Chief Executive
Officer
Ben Rodgers
Chief Financial Officer
Grant Lovell
GM Aquaculture
FY23 INVESTOR PRESENTATION
EXECUTIVE SUMMARY
3
FY23
•FY23 Net profit after tax of $1.9m. Performance was impacted by themortality eventin Q1FY23 this resulted ina higher mortality expense, lower available
harvest and a decline in Salmon biomass at sea (Net loss after tax FY23H1 $24.5m). Performance improved in the second half ofthe year with a significant
reduction in mortality and a fair value uplift in our Salmon biomass at sea. (Net profit after tax FY23H2 $26.4m)
•Pro-forma EBITDA loss of $4.4m, ahead of original market guidance of an $8m –$12m loss
•Mortalityimproved over the second half of the year(H1 $22.3m v H2 $3.6m) albeittracking slightly higher than our original forecasts
•Price increases, product optimisation andmarket choices helped minimise the impact of the reduction in available harvest
•New seasonal harvestconcept outperformed initial expectations – providing 750MTof salmon (expectation~500 MT),resulting in an overall uplift in ourharvest
from~ 5,750 to ~6,000 MT
•Blue Endeavourwas granted a consent (appeal of conditions pending)$909k of costs expensed/impaired in FY23 relating to this application
Balance sheet
•Following the completion of the $60.1 million pro rata rights offer in 1HY23, and positive free cashflow (cashflow from operating activities net of investingactivities)
NZKS has a net cash position of $15.7m at 31 January2023
•FY23 Capex wasconstrained to $5.2m a majority of which was the continuation of pre committed long term projects (Barge and net cleaning vessel and first
feeding facility)
Reset of NZKS
Business
•3 of the 4 active Pelorus farms have been fallowed as planned
•Employee numbers are below targeted headcount, resourcing remains challenging
•Waiaufreshwaterhatchery, mothballed as planned, and was sold end of January 2023 (unplanned)
•Net capex of $5.2m (excluding the proceeds from the sale of the Waiaufreshwaterhatchery received in FY24)for FY23 – following a partial pause of all non-
essential capexduring FY23)
•Focus onthe sensible reduction of opex
FY24 guidance
•Pro-forma EBITDA guidance of$21m to $25m(note we are no longer reversing out NZ IFRS 16 costs resulting in~$1.4mincrease in guidance range)
•FY24 expected harvest ~6,600 MT
FY23 INVESTOR PRESENTATION
FY23 PERFORMANCE
01
4
FY23 INVESTOR PRESENTATIONFY23 INVESTOR PRESENTATION
FY23 OPERATIONAL HIGHLIGHTS
$167
FY23
REVENUE OF
MILLION
6,014
METRIC TONNES
HARVESTED
DURING FY23
41%
GEOGRAPHIC SPREAD
OF REVENUE
3%
37%
10%
EUROPE
5%
4%
NORTH
AMERICA
ASIA EX JAPAN
JAPAN
NEW
ZEALAND
AUSTRALIA
5
11.3
18.0
(7.1)
(73.2)
1.9
(80.0)
(60.0)
(40.0)
(20.0)
-
20.0
40.0
FY19FY20FY21FY22FY23
(Jun)(Jun)(7 months -
Jan)
(Jan)(Jan)
FY23 GAAP NPAT
25.2
25.1
10.0
6.7
(4.4)
(10.0)
(5.0)
-
5.0
10.0
15.0
20.0
25.0
30.0
FY19FY20FY21FY22FY23
(Jun)(Jun)(7 months -
Jan)
(Jan)(Jan)
FY23 PRO-FORMA OPERATING
EBITDA
FY23 INVESTOR PRESENTATION
OUR SUSTAINABILITY DEVELOPMENTS
• Committed to reusable, recyclable or compostable
packaging across our business -currently at 52%
• Submission of second Modern Slavery Report
• Preparation for the incoming Aotearoa New Zealand Climate
Reporting Standards (effective for financial year 2024)
• Best Aquaculture Practices 4-star certification (highest
rating) achieved in FY23
We continue to make progress on our sustainability journey:
6
FY23 INVESTOR PRESENTATION
KEEPING OUR BRANDS PROMINENT
Creating innovative strategies for our markets:
•Connecting with our end-users through:
►Focus on engagement with ŌraKing Ambassadors / key foodservice customers
►Tight management of A&P spend to align with sales growth and margin targets in each market
►In-house digital and social media programmes for our retail and foodservice brandsto maintain brand
presence with relevant audiences in the most cost-efficient way possible
►Continuously refresh Omega Plus digital, social media and ambassador programmes to increase brand
presence in the NZ and China market.
►Establish Omega Plus brand presence in North America and accumulate high end pet owner fans on
social media.
7
Regal Brand Insights
►Regal remains New Zealand’s most preferred smoked salmon brand proving consumer trust in the
Regal brand and theexceptional quality & consistency of our King salmon and value-added product
offerings
►16,000 people visit our global Regal website every month (80% growth YOY). Visitor datahelps us
learn more about our Regal shoppers and their interests.As themost popular pages are for recipes,
we continue to develop first class recipes and content to engage with our Regal fans
FY23 INVESTOR PRESENTATION
64
52
54
100
131
75
71
82
132
87
FY2019FY2020FY2021FY2022FY2023
230
238
169
203
258
296
218
240
290
321
FY2019FY2020FY2021FY2022FY2023
252
309
177
129
104
253
269
149
219
114
FY2019FY2020FY2021FY2022FY2023
1,597
1,686
1,205
1,333
1,156
1,987
1,550
1,550
1,417
1,219
FY2019FY2020FY2021FY2022FY2023
SALES PERFORMANCE
Continuing to target branded premium markets
First half salesSecond half sales
Sales performance
Oursalesmodelcontinuedto improvethroughoutthefinancialyear. Therewasa strongfocus
onmanagingthesupplytomeetthedemandin FY23followinga reducedharvestassociated
withthesummermortality. Supplychaindisruptionsandinflationarypressuresresultedin cost
increasesbeingpassedontothemarket.
•NZconstrainedsupplyacrossthebusinesssawreducedvolumesbeingsoldwithintheNZ
domesticmarketthroughoutFY23.Demandforqualityproteinremainsstrongandthiswas
reflectedin pricingforpremiumproducts.
•NorthAmericanpremiumdemandremainsstrongwithŌraKingin foodserviceandRegal
brandedretail. MuchofthereductionofvolumewhencomparingtoFY22is duetoending
of lowerpricedfrozenwholesalmonagreements.
•TheJapanmarketvolumereductionwhencomparingtoFY22is dueto cessationoflower-
pricedfrozenwholesalmonagreementsaswellastheremovalofsomepromotional
events.
•Asianmarkets,excludingJapan,hadsupplychaindisruptionswhichprovidedchallenging
tradingconditions. Supportremainsstrongforourproduct,andwecontinuetodriveour
RegalbrandedproductsintoretailthroughoutAsia.
•Australianmarketdemandthroughouttheyearwasveryfirm. Lowersupplyvolumesin the
firsthalfoftheyearmeanta realignmentofpricingandtherebuildingofsales.Thesecond
halfoftheyearhadstrengtheningfoodservicesales. RetailsalesofourRegalbranded
productscontinueto performwell.
•TheEuropeanmarketlikeothermarkets,hasbeenin a rebuildingphase.Wewereunable
tomeetallthedemandduetotheshortageinthesupply. Pricingremainsfirmandwe
haveextendedourRegalbrandedproductsintoadditionalretailoutlets.
Domestic Market (MT)North America (MT)
Australia (MT)Europe (MT)
Japan (MT)Asia (MT)Excludes Japan
8
127
139
93
449
150
117
136
313
266
120
FY2019FY2020FY2021FY2022FY2023
1,033
1,177
1,047
1,414
1,086
1,179
1,279
1,301
1,719
1,091
FY2019FY2020FY2021FY2022FY2023
FY23 INVESTOR PRESENTATION
FISH PERFORMANCE
•The altered aquaculture model has been fully implemented with the summer of2022/2023 being the first year without stocksheld in the majority of our
warm water sites.
•At the end of FY23 thestocksperformed wellwith significantly reduced mortality compared to previous summers. This has continued into the start of FY24.
•Harvest volume was reduced for FY23 due to previously disclosed mortality however the seasonal harvest strategy was successful and produced ~250MT
more biomass than originally planned. Overall harvest volume will increase in FY24/FY25 as we optimise thecooler water space inthe Tory Channel.
•TheWaitatafarm (Pelorus Sound) is currently showing encouraging results from thecommercial vaccine trial however this willnot fully be knownuntil the
end ofApril 2023.
•Feed price was under significant pressure over FY23due toraw material pricing (impact ofcovid, Ukraine war).
•Ngamahau(Tory Channel)received a 500MTfeed discharge increase to 2,500MT per annum effective from 2023.
9
Biological Performance
FY23FY22
% chg.
Harvest Volume G&G (MT)6,0147,382-19%
Average G&G Harvest Weight (Kg)3.123.50-11%
Feed Conversion Ratio (FCR)1.661.87-11%
Closing Livestock Biomass4,6206,015-23%
Feed Cost ($ / Kg of feed)3.062.3928%
SoundFarm
G&G Volume Harvested (MT)
FY23FY22
Queen Charlotte
Ruakaka736 1,000
Otanerau522 903
Tory Channel
Clay Point524 1,428
Te Pangu2,310 325
Ngamahau-1,889
Pelorus Sound
Waitata1,306 1,391
Kōpaua124 433
Waihinau136 -
Forsyth321 -
Freshwater
34 14
6,014 7,382
FY23 INVESTOR PRESENTATION
FY23 RESULTS
02
10
FY23 INVESTOR PRESENTATION
FY23 HEADLINE FINANCIAL PERFORMANCE
Volume Sold/Revenue – decreased on the prior year due to the mortality event which occurred late FY22
and Q1FY23 reducing the available biomass for sale. The impact of this was minimised through price
increases, product optimisation andmarket choices.
GAAP
Gross Margin % -Increased on the prior year due to a larger fair value gain on biological assets compared
to the previous year. This was caused by a reduction in forecasted mortalities as a result of the altered
aquaculture model which reduces biomass in our warm water sites.
EBITDA -Was positively impacted by an increase in the Gross Margin noted above and the early close out
of in the money FX contracts in FY22 which were recognised in the hedge reserve in FY22 and will flow
through the GAAP income statement in FY23 – FY26.
NPAT– In addition to the commentary above, the improvementin NPAT comparedto the prior year is due
to the impairment of goodwill of $39.26m and impairment of plant, equipment and intangibles of $20m
recognised in the prior year.
Pro-forma
Gross Margin % -Increased on the prior year as price increases, product optimisation andmarket choices
offset the increase in mortality and cost of fish production on a per kilo basis.
Pro-forma EBITDA-decreased on the prior year despite the improvement in Gross Margin this was
predominately due to the FY22 results including $13.5m of early close out of FX contracts.
Pro-formaNPAT -In addition to the commentary above the improvementin NPAT comparedto the prior
year is due to the impairment of goodwill($39.26m) and plant, equipment and intangibles ($20m) recognised
in FY22.
11
*
A full reconciliation between GAAP and Pro-forma results is shown on pages 20 and 21 of this presentation
Group Financial Performance
GAAPPro-Forma*
NZ$000sFY23FY22
% chg.FY23FY22% chg.
Volume Sold (t)5,837 7,672 -24%5,837 7,672 -24%
Revenue
167,131 174,530 -4%167,131 174,530 -4%
Gross Margin
30,623 12,743 140%22,285 21,563 3%
Gross Margin
%
18%7%13%12%
EBITDA11,698 (15,593)<> (4,415)6,698 <>
EBITDA %7%-9%-3%4%
EBIT3,276 (84,973)<> (11,251)(60,935)<>
NPAT1,891 (73,202)<> (8,417)(55,715)<>
FY23 INVESTOR PRESENTATION
PRO-FORMA
1
EBITDA COMPARISON
12
•Revenueis down on prior period due to a reduction in available harvest post the summer mortality event (Q4FY22 and Q1FY23) this was partially offset by improvements in pricing
and product mix.
•Cost of goods benefitted from a decrease in harvest volume on a total basis however this benefit was partially offset by the rising cost ofraw materials (Feed, labour etc) and scale
inefficiencies cause by fixed or semi-variable costs.
•MortalityThe increase in mortality on 1HY23 reflects the previous summers mortality event which started at the end of FY22 and carriedon into 1HY23. Current summer mortality is
significantly down from prior year.
•Freight is favourable due to a reduction in available harvest post the summer mortality event, on a kg basis freight has improved slightly however still sits well above pre covid levels.
•There have been no early close outs of in the money FX contractsin FY23
1
Refer to pages 20 & 21 for full reconciliation between GAAP and Pro-Forma results
FY23 INVESTOR PRESENTATION
Following the $60.1m equity raise NZ King Salmon is now in a net cash position:
•NZ King Salmon’s net bank (debt)/cash position has improved from a debt position of $46.7m
at 31 January 2022 to a net cash position of $15.7m at 31 January 2023.In addition to cash on
hand NZ King Salmon has access to a $6.5m revolving debt facility which remains undrawn.
•Inventory - Finished goods on hand have decreased as high value SKUs (smoked
products)continue to reduce back to normal levels. This has been offset by the freezing of our
seasonal harvest which will be used to create value added products to balance our production
and supply to enable the optimising of fresh sales during the year under our new seasonal
harvest model.Raw materials on hand have decreased due to the migration of our feed to
consignment stock arrangements
•FY23 has seen a slight reduction in biological assets on hand. The key driver of this is less fish
on hand consistent with the new aquaculture strategy to reduce biomass in the warm water
sites over summer to assist with decreasingmortalities.
•NZ King Salmon invested a net $5.2m in capex for the year ended 31 January 2023 (excluding
the proceeds from the sale of the Waiaufreshwaterhatchery received in FY24) following a
partial pause of all non-essential capex during FY23. A majority of this spend related to the
continuation of capex projects commenced in FY22 (Otaneraupens, a new barge and net
cleaning vessel).
13
BALANCE SHEET – RECAPITALISEDAND DELEVERAGED
Group Financial Position
Jan-23Jan-22
NZ$000sAuditedAudited
Current Assets
Cash and equivalents19,221 2,913
Receivables16,573 19,817
Taxation Receivable164 294
Inventories29,729 34,636
Biological Assets60,348 65,529
Derivative financial assets1,906 1,338
127,941 124,527
Non-current Assets
Property, plant & equipment48,176 50,620
Biological assets12,344 9,432
Other12,827 12,749
73,347 72,801
Total Assets201,288197,329
Current Liabilities
Loans (external)750 49,659
Lease Liabilities1,191 1,531
Payables13,662 16,433
Other6,855 6,994
22,458 74,617
Non-CurrentLiabilities
Loans (external)2,750 -
Lease Liabilities3,328 4,402
Other4,846 7,080
10,924 11,482
Total Liabilities33,382 86,099
Net Assets167,906 111,230
Net Cash / (Debt)15,721 (46,746)
Net tangible assets per share$ 0.30 $ 0.76
FY23 INVESTOR PRESENTATION
STRATEGY UPDATE & FY24
OUTLOOK
15
03
FY23 INVESTOR PRESENTATION
STRATEGIC INITIATIVES - RIGHT SIZING THE BUSINESS
15
InitiativeUpdateStatus
Fallow the Pelorus sea farms
•To mitigate mortality risk from warmer waters over
summer we plan to fallow three of the four active
Pelorus farms.
At the end of January 2023, three farms have been fallowed as
planned. The remaining Waitata site is continuing to be used as
an operational farm for our seasonal harvest and to evaluate
vaccine and seasonal smolt strategies.
Right size our people numbers
•Moving our headcount from ~570 to 452 to better
meet our business needs
As at 31 January 2023 headcount sits at 436.
Like many organisations in New Zealand, we are experiencing
a tight labour market, and are now in a position where we have
vacancies to fill.
Mothball the Waiau Freshwater Facility
The Waiau Freshwater Facility was mothballed in 2HFY23 and
has been subsequently sold at the end of January 2023
(proceeds received early February)
Reduction of net capital expenditure (FY23)
•Reduce FY23 capital expenditure to $6.5m - $7.5m.
Net capex for FY23 was $5.2m (excluding the proceeds from
the sale of the Waiaufreshwaterhatchery received in FY24)for
FY23 – following a partial pause of all non-essential capex
during FY23)
Review of expenditure
Cost saving initiatives have been put in place across the
business including reprioritising and challenging
existing spend.
Like all organisations in New Zealand we are experiencing
inflationary pressure across our cost base.
Management will continue to focus on sensible cost saving
initiatives in FY24.
Key
Completed
On track
(ongoing)
Behind
(ongoing)
FY23 INVESTOR PRESENTATION
MARKET GUIDANCE – FY24
16
Pro-forma EBITDA guidance range for FY24of $21m to $25m
1
In confirming guidance NZ King Salmon notes:
•FY24 Mortalities expense to date (1 February 2023 to 22 March 2023
~$2m)is trackingsignificantly lower than the prior comparable period in
FY23 (1 February 2022 to 22 March 2022 ~$13.5m).Fish health is a
key focus and we continue to learn and adjust our farming practices to
improve fish health outcomes, acknowledging the dynamic nature of
species and the environment.
•Inflationary pressure is continuing to occur across our cost base,
specifically the cost of feedon a kg basis rose substantially in FY23 and
freight cost remainssignificantly above pre covid levels.
1
NZKS is no longer reversing the impact of NZ IFRS 16 from our proforma EBITDA guidance which has the impact of adding ~$1.4m to the EBITDA figure
01
Dec
08
Dec
15
Dec
22
Dec
29
Dec
05
Jan
12
Jan
19
Jan
26
Jan
02
Feb
09
Feb
16
Feb
23
Feb
02
Mar
09
Mar
16
Mar
23
Mar
30
Mar
Summer Mortality last 6 years in Metric Tonnes
2017 / 182018 / 192019 / 20
2020 / 212021 / 222022 / 23
FY23 INVESTOR PRESENTATION
PATHWAY TO FUTURE GROWTH - BLUE ENDEAVOURUPDATE
17
•Our ambition to significantly grow ourfish volumes
remains. Blue Endeavour isa part of thisambition
•We will progress the project in a structured manner to
minimise risk. This will include using the knowledge
gained from our recent strategy changes
•The global focus on offshore fish farming has seen
significant technological advances in recent years
•Blue Endeavour was granted in November. Two
appeals were subsequentlylodged, and mediation
began in March with the parties involved
•Blue Endeavour has the potential to add up to
10,000MT of harvest volume in conjunction with our
nursery sites when fully developed
•Full capacity of existing sites plus Blue Endeavour is
~17,000MT
FY23 INVESTOR PRESENTATION
18
APPENDICES
04
FY23 INVESTOR PRESENTATION
EXISTING SEA FARM RESOURCE CONSENTS AND EXPIRY
FarmsRegionExpiry dateStatus
RuakakaQueen Charlotte2024Active
OtanerauQueen Charlotte2024
Active
Forsyth BayPelorus2024Fallow
WaihinauPelorus2024Fallow
Crail Bay x 2Pelorus2024
1 Fallow, 1
seaweed trial
Clay PointTory Channel2036
Active
Te PanguTory Channel2036
Active
WaitataPelorus2049
Active
NgamahauTory Channel2049
Active
KopauaPelorus2049Fallow
19
•Five licenses are due for expiry or renewal at the end of 2024, all of which represent warmer, low
flow licenses at lower producing sites
•Crail Bay has not been farmed for around 10 years and is currently being used for a seaweed
trial
•Kōpaua, Forsyth andWaihinauare currently fallowed
•Ruakakaand Otanerauform part of the updated production plan, receiving fish post summer
viatow operations from the Tory Channel farms
•The Marlborough District Council intends to release its decisions on the provisions regulating
mussel farming in Q2 2023*.It is unclear what if any of those provisions will apply to salmon
farming.The panel hearing submissions on current proposals has signalled that it is open to
inviting iwi, the Government and the wider community to work on new provisions to enable
alignment with the NZ Aquaculture Strategy.NZ King Salmon is involved in these
discussions.The timing of that process is uncertain, but will logically follow from the Q2 2023
decision.
•Renewingthe 2024 farms will require applications to be lodged, however it is logical to make
progress on the planning provisions before lodging these applications
•Applications would therefore be lodged in 2024 with preparatory work, including consultation with
Iwi, being undertaken beforehand
•Opportunities may arise for consenting via alternative processesin meantime
•Farms will be able to operate on their current consents until all applications and appeals have
been resolved
FY23 INVESTOR PRESENTATION
FY23 RECONCILIATION BETWEEN GAAP RESULTS AND PRO-FORMA
FINANCIALS
20
FY23
NZD 000s
Statutory Financial
Statements
Fair Value
Adjustments
IFRS 16 Lease
Adjustments
FX Close-outsPro Forma
Operating Financial
Information
Revenue167,131 167,131
Cost of goods sold(164,657)43,040 (1,750)(123,367)
Fair value gain / (loss) on biological transformation49,628 (49,628)-
Freight costs to market(21,479)(21,479)
Gross Profit30,623 (6,588)(1,750)-22,285
Other operating income8,577 (7,775)802
Overheads
Sales, marketing and advertising(12,245)(12,245)
Distribution overheads(3,463)(3,463)
Corporate expenses(10,854)(10,854)
Other expenses(940)(940)
EBITDA11,698 (6,588)(1,750)(7,775)(4,415)
Depreciation and amortisation(7,915)1,586 (6,329)
Impairment(507)(507)
EBIT3,276 (6,588)(164)(7,775)(11,251)
Finance income337 337
Finance costs(1,499)209 (1,290)
Net finance costs(1,162)-209 -(953)
Profit / (loss) before Tax2,114 (6,588)45 (7,775)(12,204)
Income tax (expense) / credit(223)1,845 (13)2,177 3,787
Net Profit / (loss) for the Year1,891 (4,743)32 (5,598)(8,417)
FY23 INVESTOR PRESENTATION
FY22 RECONCILIATION BETWEEN GAAP RESULTS AND PRO-FORMA
FINANCIALS
21
FY22
NZD 000s
Statutory Financial
Statements
Fair Value
Adjustments
IFRS 16 Lease
Adjustments
FX Close-outsPro-Forma
Operating Financial
Information
Revenue174,530 174,530
Cost of goods sold(177,774)52,050 (1,968)(127,692)
Fair value gain / (loss) on biological transformation41,261 (41,261)-
Freight costs to market(25,275)(25,275)
Gross Profit12,743 10,788 (1,968)21,563
Other operating income402 13,471 13,873
Overheads
Sales, marketing and advertising(13,471)(13,471)
Distribution overheads(5,204)(5,204)
Corporate expenses(8,649)(8,649)
Other expenses(1,414)(1,414)
EBITDA(15,593)10,788 (1,968)13,471 6,698
Depreciation and amortisation(10,125)1,747 (8,378)
Impairment(59,255)(59,255)
EBIT(84,973)10,788 (221)13,471 (60,935)
Finance income17 17
Finance costs(2,636)249 (2,387)
Net finance costs(2,619)-249 (2,370)
Profit / (loss) before Tax(87,593)10,788 29 13,471 (63,305)
Income tax (expense) / credit14,390 (3,021)(8)(3,772)7,590
Net Profit / (loss) for the Year(73,202)7,768 21 9,699 (55,715)
FY23 INVESTOR PRESENTATION
UNDERSTANDING OUR GAAP RESULTS
The impact of NZ IAS-41 Agriculture, NZ IAS-2 Inventory and NZ IFRS-16 Leases
Our GAAP results are impacted by Fair Value gains or losses arising from the application of NZ IAS-41 Agriculture, NZ IAS-2 Inventory and the classification of leases under NZ
IFRS-16. The impact of these standards are explained below:
Fair Value under NZ IAS-41 Agriculture andNZ IAS-2 Inventory
When we record a change in biomass at sea, or where the expected future profit we realise on fish that we sell changes, thesestandards require us to quantify and recognise the
gain or loss in the current period. This applies to both biomass at sea and inventories of finished products.
Our Statement of Financial Position shows biological assets at their fair value. Pro-forma Operating Financial Performance removes gains / losses associated with the application of these
standards. The company will present Pro-forma results for future reporting periods on this basis.
NZ IFRS-16Leases
Under NZ IFRS-16 a lessee will no longer make a distinction between finance leases and operating leases; all (material) leases will be treatedasfinance leases.
In the statement of financial position we are therefore required to recognize the asset (or right to use the asset) and the liability for the lease, while in the statement of profit and loss we recognize
the interest cost and the depreciation of the leased asset instead of the operating lease expenses. The application of this standard increases EBITDA, assets and liabilities, however this impact is
reversed in our Pro-forma results.
From FY24 NZKS will no longer adjust out the impacts of IFRS 16 within our proforma EBITDA results, this has the estimated impact of adding ~$1.4m to the FY24 EBITDA figure
22
FY23 INVESTOR PRESENTATION
APPENDIX – GLOSSARY OF TERMS
1HY23Financial results for the 6 months from 1 February 2022 to 31 July 2022
2HY23Financial results for the 6 months from 1 August 2022 to 31 January 2023
FY23Financial results for the 12 months from 1 February 2022 to 31 January 2023
FY22Financial results for the 12 months from 1 February 2021 to 31 January 2022
EBITDAEarnings before interest, tax, depreciation and amortisation
FCRFeed Conversion Ratio – the amount of feed (in kilograms) required to grow 1 kilogram of fish weight
G&GGilled and gutted. Note that all volumetric information presented is on a gilled and gutted basis unless otherwise stated
GWGreenweight
GAAPGenerally Accepted Accounting Practice
Mortality / Mortality RateThe percentage mortality of salmon in seawater, calculatedas the biomass of salmon mortalities in kg divided by the growth of salmon in kg
MTMetric tonnes
NPATNet profit after tax, also reported as net profit for the period in our published financial results
NZKSNew Zealand King Salmon
Pro-Forma Operating EBITDA
Pro-Forma Operating EBITDA refers to earnings before interest, tax, depreciation, amortisation after allowing for pro-forma adjustments as described in the
Appendix to thisdocument. Pro-Forma Operating EBITDA is a non-GAAP profit measure
23
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.
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