Synlait Milk Limited logo

Synlait Publishes FY21 Result; Appoints CEO

Full Year Results26 September 2021SMLConsumer Staples

ANNUAL REPORT 2021
Doing Milk Differently For A Healthier World

ABOUT THIS
REPORT

For shareholders interested in

Synlait’s environmental and social

impact, a standalone sustainability

report will be released in November.

This report will review Synlait’s

strategy and initiatives to deliver

on our sustainability objectives and

targets. It remains our intention to

merge the sustainability and annual

reports over time.

Good corporate governance is critical

to protect all stakeholder interests.

Our Corporate Governance Statement

describes Synlait’s current compliance

with the NZX Corporate Governance

Code recommendations in the year

to 31 July 2021. In order to enable

us to update this more regularly, this

section of the Annual Report has been

moved to Synlait’s website: synlait.

com/investors/corporate-governance

Welcome to our Annual Report.

This Annual Report reviews

Synlait Milk Limited’s (Synlait) and

subsidiaries’ financial performance

and business achievements for the

year ended 31 July 2021.

We always look for ways to improve

our reporting, please email any

feedback to: investors@synlait.com

An online copy of this report and

our previous annual, interim and

sustainability reports are available

at: synlait.com/investors/

SUSTAINABILITY

REPORTING

CORPORATE

GOVERNANCE

Synlait’s commitment to elevating

people and planet to the same level

as profit was recognised in June 2020

when it became part of the

B Corp™ community.

B Corp™ is a community of leaders

driving a global movement of people

using business as a force for good.

Certified B Corporations™ consider

the impact of their decisions on

their workers, customers, suppliers,

community, and the environment.

B Corp™ resonates strongly with

Synlait’s purpose of Doing Milk

Differently For A Healthier World.

Learn more about what being a

B Corporation™ means for our people,

our community, and our customers

at: synlait.com/bcorp

ANNUAL REPORT 2021

Our rail siding at Synlait Dunsandel
benefits people, planet and profit

while further extending our highly

integrated manufacturing facility

from farm-to-port. The 30-wagon

rail siding at Synlait Dunsandel

opened in May. Containerised

goods are now transported by rail

between Synlait Dunsandel and

Lyttelton Port significantly reducing

Synlait’s environmental footprint,

with approximately 16,000 truck

movements removed from State

Highway One saving an estimated

888 tonnes of CO2-e annually.

Our world class and sustainable

value chain is part of what makes

Synlait unique. The rail siding

significantly simplifies Synlait’s supply

chain network providing greater

control and traceability of product.

It also improves responsiveness to

customers.

SYNLAIT DUNSANDEL’S

RAIL SIDING

ANNUAL REPORT 2021PAGE 02 & 03

A forklift moves a pallet of Skim Milk Powder in our
new Dry Store 4 at Synlait Dunsandel.

CONTENTS

About this report 01

Chair review 08

CEO review 16

Meet the team 28

Our board 28

Our executive team 29

Review of financial performance 32

Financial and performance metrics 44

Milk price 45

Financial contents 49

Financial statements 49

Auditors report 122

Statutory information 129

Directory 148

ANNUAL REPORT 2021PAGE 04 & 05

In April, we were proud to launch
Made With Better Milk, a value-add

premium ingredients offering built

upon the sustainability credentials

of Synlait’s best practice Lead With

Pride™ farming system, our integrated

manufacturing and supply chain, and

our people and planet focus as a B

Corp™ certified business. New Zealand

made milk nutrition ingredients are

well known for quality and safety,

however, we need to keep raising the

game to differentiate ourselves. That

game is being played out in terms of

environmental and social performance

and we are excited about having a

product that allows us to better meet

what our customers are asking for.

Made With Better Milk provides

Synlait’s global customers with

the opportunity to differentiate the

products they market to consumers

based on a supply chain that takes

better care of people and animals,

and generates better outcomes for

climate, water, soil, and biodiversity.

Synlait farmers have been building

up their credentials since Lead With

Pride™ was launched 2014. After years

of hard work, Synlait’s most innovative

and determined farmers are now

being rewarded with the recognition

they deserve. Our inaugural Made

With Better Milk customer is a

prominent consumer brand owner in

Asia. The Made With Better Milk range

initially includes whole milk and skim

milk powder.

MADE WITH

BETTER MILK

PAGE 06 & 07ANNUAL REPORT 2021

Challenging trading conditions and a
poor financial performance meant our

share price underperformed. As our

performance improves, we expect our

share price will follow. Improving future

earnings, and consequently share

price performance, continues to have

everyone’s full focus.

A strategy that remains fit for purpose

While this is an extremely disappointing

financial result, we continued to

execute our strategy and are planning

a strong recovery. Key highlights

include:

• Modifications to Synlait Pokeno

for our new multinational

customer, which remain on track.

Building and installation is now

well underway and commercial

production will commence in

late 2022. In our first full year of

production in FY24 we expect to

increase our nutritional consumer-

packaged volumes by 35% to 40%.

• Dairyworks extended its range of

products with the launch of protein

and muesli yoghurts and finishing

butters. It continues to position

itself as a provider of innovative

dairy products packed in a way

that makes them easy to store,

open, and use.

A challenging trading environment.

My last year as Synlait’s Chair was

an unexpected and challenging one.

Our financial result for the 12 months

to 31 July 2021 (FY21) unfortunately

reaffirmed our over reliance on one

product, one customer, and one

market. While we have invested

significantly in our diversification

strategy, we did not anticipate the

impact COVID-19 would have on The

a2 Milk Company, our key customer,

and consequently, our own financial

performance.

Heading into FY21 we had

experienced a period of strong

orders from The a2 Milk Company.

Our team worked around the clock

to respond to the pantry stocking

behaviour experienced after the first

wave of the pandemic. However, the

revised consumer-packaged infant

formula demand forecast received

from The a2 Milk Company five

months into FY21 was massive and

sudden. The delayed impacts of

COVID-19 on consumer behaviour,

channel dynamics and supply chain

disruptions became very real.

The drop in demand resulted

in an immediate change to our

manufacturing plans as we switched

to ingredients production for the

remainder of FY21. This happened

as global commodity markets firmed,

and global shipping delays intensified,

making it harder for our team to find

new customers and achieve our usual

ingredient premiums.

A result that reflects the environment

we found ourselves

These trading headwinds were

significant and meant our result at an

EBITDA level reduced 78% to $37.3

million, further resulting in an NPAT

loss of $(28.5) million. This is very

disappointing. It is our first loss since

listing on the NZX in 2013.

Sales of nutritionals declined 35%

to 34,362 MT. The a2 Milk Company

sells product via two main channels:

directly into China via bricks and

mortar Mother and Baby Stores; and

via the daigou channel. COVID-19 shut

down the daigou channel as border

closures meant Chinese operators

were unable to travel. While direct

export sales to China have grown,

and we expect a further recovery over

the next year or two, the unknown is

still COVID-19. Despite the removal

of China’s one-child policy, the

number of babies born has also

fallen, slowing the industry’s recovery.

Synlait must therefore continue to

take a conservative approach to its

forecasting in this area.

CHAIR

REVIEW

Synlait Chair Graeme Milne ONZM

PAGE 08 & 09ANNUAL REPORT 2021

• The team are in the final stages
of preparing to launch our

Foodservice UHT whipping

cream product internationally,

with strong revenues to flow

through from FY23.

• Our new Enterprise Resource

Planning system has been built

and is being tested. It is due

to be rolled out by the end of

this calendar year. Productivity

benefits will include the

automation of several manual

processes and operational

efficiencies such as improved

inventory management, and

real-time data insights.

• Finally, next month we will

launch Synlait Swappa Bottle

our first consumer product under

Synlait’s own brand. This 1.5 litre

reusable, stainless steel bottle of

homogenised milk, exclusively

sourced from Synlait’s highest

performing farms will deliver on

our intention to move closer to

the consumer and complement

our existing business portfolios.

A balance sheet ready for what

comes next

We have invested heavily in our

growth initiatives over the last few

years. Due to the uncertainty of

COVID-19, we raised $200 million

of equity in November 2020. This

had strong support from our existing

shareholders – thank you. The equity

raise was considered prudent at the

time and has proven to be the case

given the negative change to our

trading conditions from December

2020.

New funding arrangements with our

banking syndicate were announced

in July. ANZ and BNZ have been

supportive of the Synlait story and

strategy since the early 2000s and

2011 respectively. We are pleased

to have completed this refinancing

exercise and to provide increased

certainty for all our stakeholders.

A changing team

Executive changes

The pandemic’s impact on Synlait is

obvious and unfortunate. During the

year CEO Leon Clement, CFO Angela

Dixon, and Director Operations Mark

Toomey resigned. We thank them all

for their contribution and commitment

to Synlait.

John Penno, Synlait Co-Founder,

Former CEO, and current Director

stepped into the Interim CEO role.

From John’s 1 May start date, he set

about formulating a plan for our return

to profitability. John has been ably

assisted by Robert Stowell, a long-

term senior leader at Synlait, who

has been appointed as our CFO, and

by Matthew Foster, a retired senior

manager who returned as Acting

Director Operations.

Earlier this month we announced a

consultation process had commenced

with staff to update our organisational

structure. The changes, which are now

finalised and included in the Investor

Presentation released alongside this

Annual Report, align leadership and

resourcing around key business units

(Nutritionals, Ingredients, Liquids and

Consumer Foods).

As a final step in the process to reset

Synlait, today we announced our

new CEO. Grant Watson will join the

Synlait team in January 2022. Grant

is currently CEO of dairy company,

Miraka. Prior to Miraka, He spent

10 years at Fonterra where he held

several senior roles including Director

of Global Foodservice, Acting

Director of Sales Fonterra Brands

New Zealand, Managing Director of

Tip Top and Director of Route and

Foodservice Fonterra Brands New

Zealand. Prior to Fonterra, Grant built

his executive career at McDonalds

New Zealand to become Chief

Operating Officer. He has also held

several governance and directorship

roles for private and publicly listed

companies.

Grant has a track record of materially

transforming and accelerating

businesses by setting clear

strategies, surrounding himself

with diverse and talented people,

and relentlessly driving execution

to deliver strong sustainable

results. Prior to Miraka, Grant led

the significant growth of Fonterra’s

Global Foodservice business

and has overseen the successful

commercialisation of numerous

value-added dairy products. This

is a key part of Synlait’s strategy

going forward and we look forward

to benefiting from his skills and

experience.

Grant will be supported by Nigel

Macdonald who was appointed as

our new Director Operations last

month. Nigel has had a lengthy tenure

in the global dairy industry and has

led operations, manufacturing, and

supply chain teams in the areas of

infant nutrition, fast moving consumer

goods, and ingredients in New

Zealand, the Middle East, and Latin

America. He is currently General

Manager, Manufacturing at Baladna

Food Industries, Qatar’s leading dairy

company.

We look forward to Grant and Nigel

joining our team over the coming

months.

Governance changes

As announced in 2018 when standing

for re-election, I intended for this

to be my last three-year term as a

Director and Chair. Having been

Synlait’s inaugural Chair, and on the

Board for some 17 years, it is certainly

time to hand over to a successor. Our

poor financial performance, however,

does not make it an ideal time to lose

industry knowledge and experience.

Therefore, when Grant starts as CEO,

I will retire as Chair and be appointed

as a Board Advisor for one year.

John Penno will assume the role

of Chair. This is a very logical step

for Synlait. John has been the chief

architect of our recovery plan and is

the best position to Chair the Board

and guide Grant through his induction

and establishment.

As John is a Board Appointed Director

the Board will seek ratification from

shareholders at the Annual Meeting in

December via a change to Synlait’s

constitution. The constitution

will be amended to remove the

requirement for the Chair to be an

Independent Director. This will be a

temporary measure as the Board is

aware it is best practice to have an

Independent Chair.

When I retire in 2022 the Board

will appoint Paul McGilvary as an

Independent Director. Paul has

extensive experience in the dairy

sector. He is currently Deputy Chair

of AsureQuality, Chair of BVAQ

Australia, and a Non-Executive

Director of Waikato Milking Systems.

Paul previously held several

executive roles including, CEO of

Tatua Co-operative Dairy Company

Limited, CEO of HortResearch,

and Managing Director, Fonterra

(Europe). Paul’s strong dairy

experience gives the Board every

confidence that this will make him

an asset to the Synlait Board. Paul’s

appointment will be ratified by

shareholders at the 2022 Annual

Meeting.

As a shareholder you will have the

opportunity to ask questions and

vote on these changes at our Annual

Meeting to be held on 1 December in

Christchurch. We hope to have your

support.

A return to sustainable profitability

Our key priority is to return Synlait to

profitability in a sustainable manner.

We expect our consumer-packaged

infant formula business to recover

slowly and our Dairyworks business

to trade well. The increased size of

our ingredients business also has the

right customer base to support our

expanded capacity. However, it will

be FY23 before our new multinational

customer at Synlait Pokeno adds

significant value to our performance.

Under these conditions we do see

a return to profitability, but not

immediately to previous levels. Synlait

expects its Net Profit After Tax result

to return to robust profitability in

FY22 based on tighter management

of its Ingredient business, improved

infant base powder volumes and

cost savings. By the end of FY23, the

recovery plan will have seen Synlait

return to similar levels of profitability,

operating cash flows, and debt ratios

as the years leading into FY21. The

full guidance statement can be found

in the Investor Presentation.

A final thanks

The last 12 months has also been

challenging for our farmer suppliers

as they battle a rapidly changing

regulatory environment, labour

shortages due to COVID-19, and

a significant flooding event in

Canterbury. I acknowledge that the

impact of COVID-19 and Synlait’s

financial performance has been

unsettling. The importance of our

relationship with you cannot be

overstated. I thank you for your loyal

support.

PAGE 10 & 11ANNUAL REPORT 2021

When I joined Synlait in 2004, we
set out to develop a billion-dollar

company, and we did. It is unfortunate

that the timing of my retirement as

Chair coincides with one of our poorer

financial performances, however,

I remain very proud of the company

we have built. There have been

many ups and downs, but COVID-19

has certainly been a rollercoaster,

particularly for our staff whose initial

pandemic response started with

strong consumer-packaged infant

formula orders and ended with

the reorientation of our facilities to

manufacture ingredients. Doing Milk

Differently For A Healthier World once

again proved its resilience and value

as we navigated the challenges of the

last 12 months, and I have no doubt it

will continue to do so as we focus on

rebuilding the business and returning

to profitability.

Thank you to our shareholders,

farmer suppliers, customers, and

staff for your continued belief in the

Synlait story. We could not do this

without you.

Graeme Milne, ONZM

Chair

Our Liquids business started with a 10-year supply

agreement with Foodstuffs South Island for the

exclusive manufacture of their private label brands

of Pams and Value fresh milk and cream which

commenced in April 2019.

ANNUAL REPORT 2021PAGE 12 & 13

We will launch our first consumer
foods product under our own brand –

Synlait Swappa Bottle – next month.

Synlait Swappa Bottle is a 1.5 litre

reusable, stainless steel bottle of

homogenised milk exclusively

sourced from Synlait’s highest

performing farms. The Synlait

Swappa Bottle concept is simple –

drink, return, repeat.

New Zealanders have been telling

us for years that they are deeply

concerned about plastic waste, but

in milk, there haven’t been many

options. Synlait Swappa Bottle

is a step in the journey towards

eliminating plastic waste. Each time

we drink, return, repeat, we contribute

to a better future.

Synlait Swappa Bottles are initially

being launched in South Island New

World stores, with plans to widen

distribution over time.

We have signalled our intention to

move closer to the consumer for some

time. Our acquisition of Dairyworks in

2019 was the start of this and adding

Synlait-branded product strengthens

and complements our business

portfolio and expertise.

The Synlait Swappa Bottle carries the

B-Corp stamp representing our 2020

certification and commitment to using

business as a force for good.

SYNLAIT SWAPPA

BOTTLE

PAGE 14 & 15ANNUAL REPORT 2021

Dear Shareholders
The past year proved to be very

challenging for Synlait Milk.

After nine straight years of

solid profitability, we are bitterly

disappointed to post our largest ever

financial loss. While the reasons for

this have been widely canvased and

signalled in our half year results, it is

important we go over these to ensure

you understand the drivers, and more

importantly feel confident in our path

forward.

During the last quarter of this financial

year the Board and management

worked together to build a clear and

accurate picture of our performance

over the last five years. We needed

to quickly understand what must be

done to rebuild Synlait’s financial

strength, because this business has

far from reached its potential.

I hope this report demonstrates that

we have taken stock, understood,

and learnt from what went wrong, and

that we have a clear plan to return to

profitability.

Our strategy remains fit for purpose

As part of this process, we paused

and reconsidered Synlait’s strategy

to ensure we remained confident in

it. We are. Synlait Milk has always

had the enormous advantage of

starting fresh some 13 years ago, as a

small part of a large, successful, and

well-established global industry. Our

strategy fundamentally plays to this

competitive advantage and is driven

by our purpose: Doing Milk Differently

For A Healthier World.

As obvious as it seems, we are

focused on the things consumers

increasingly value. While everyone

wants great tasting and performing

dairy products at a fair price, there is

a growing focus on where products

come from and how they are made.

Like you and me, consumers are

demanding more information about

where their food comes from and are

increasingly supporting brands and

companies that are doing their part

to protect and nurture people and

planet. In all that we do, from the way

we work with our farmers, to how we

operate our manufacturing processes,

we have invested in developing a

leadership position in our industry.

We are very proud of the industry-

wide changes we have been part

of delivering, particularly on-farm

sustainability. This is part of what

makes Synlait unique.

To support this, our strategy has

matured into four parts:

• Ingredients – an efficient

and focused business that

manufactures high-quality whole

and skim milk powder and milk fat

products from a differentiated milk

supply for leading multinationals

and large Chinese customers.

• Nutritionals – offers a whole of

supply chain solution for large-

scale, world-class, multinational

brand owners of infant, children,

and adult formulated nutritional

powders. This business also

manufactures specialised

nutritional ingredients such as

base powders for others to blend

and package, and lactoferrin as a

high value ingredient.

• Liquids – a growing business

focused on product development

and innovation to manufacture

high-specification, long-life

consumer-packaged beverages,

foodservice cream products and

ready to feed infant formula.

• Consumer Foods – a manufacturer

of consumer fresh milk, cheese,

butter, and yogurt products in

the New Zealand and Australia

domestic markets under our own

and/or private label brands.

CEO

REVIEW

Synlait Co-Founder, Director and Current CEO

Dr John Penno

PAGE 16 & 17ANNUAL REPORT 2021

Ingredients
From day one we worked hard to build

a strong dairy ingredients business

based on the fundamentals of being

a small, but respected manufacturer

of high-specification milk powders

and cream products. This enabled us

to develop meaningful relationships

with the world’s leading consumer

dairy and infant formula companies,

and this created a solid foundation

for everything else we do. Synlait

built its profitability from operating its

Ingredients business to the highest

quality standards, facility utilisation,

and low-cost structures, as we learnt

our way in the global dairy industry.

Nutritionals

The second part of our strategy was

to add as much value as we could

to the products we manufactured.

Our aspiration at the beginning was

to simply: Make More From Milk. By

the time we built our small-scale high

specification specialty milk dryer at

Synlait Dunsandel in 2009 it was clear

that the enormous growth of China’s

infant formula market would play a key

role in our future.

By 2010 we had raised the

necessary capital to build New

Zealand’s first global scale infant

formula manufacturing facility

and since then we have built out

a highly integrated infant formula

manufacturing organisation that

meets the high standards of both

multinational customers and the

increasingly demanding Chinese

regulatory regime, the world’s

largest infant nutrition market.

We have invested significantly in

regulatory management, product

formulation, quality, full laboratory

services, procurement, supply

chain management, wet mix, spray

drying, dry blending and consumer

packaging. These services are what

makes Synlait truly unique.

In parallel, we developed our own

proprietary lactoferrin manufacturing

process which has become world

leading and delivers high quality

lactoferrin. This process was

specifically designed by our research

and product development team to

manufacture lactoferrin product for

use in infant formula. A study by the

University of California Davis which

tested key biological functions of

lactoferrin relevant for infant nutrition,

found that Synlait lactoferrin was

one of the best performing products

among ten commercial samples,

with researchers highlighting its

purity which was similar to human

lactoferrin. We have built a successful

business using our own formulations

and product is sold to our well-

established multinational customer

base and leading Chinese infant

formula customers.

As our Nutritionals business

developed, we built a strong

partnership with The a2 Milk

Company, who Synlait have an

exclusive manufacturing and supply

arrangement with for a2 Platinum® for

the New Zealand, Australia, and China

markets. This business grew fast, as

other early partners in our portfolio

fell away failing to achieve the various

regulatory hurdles needed for the

China market. Our partnership with

The a2 Milk Company remains our

most important, and we believe it will

continue to be for some years. While

our relationship continued to grow, we

also recognised it came with customer

and market concentration risk. To

address this, we looked to diversify

within the broader formulated milk

products category and into new

markets.

Almost 12 months ago we signed a

third-party manufacturing agreement

with an established, global category

leader in the Asia Pacific region, for

spray-dried and consumer packaged

nutritional powder products. In

our first full year of production in

FY24, these high value plant-based

products are expected to increase

our nutritional consumer-packaged

volumes by 35%-40%. We expect

to grow volumes and add further

markets and products to this

agreement over time.

We are investing approximately

$85 million in the processing and

packaging customisation needed to

support this new customer at Synlait

Pokeno and Auckland. The sachet

filling line being installed will expand

our nutritional consumer-packaging

capability from cans to sachet and

enable bag-box type formats, which

are in demand in specific markets.

Commercial production remains on

track to start in late 2022.

Over recent years China’s infant

nutrition market has swung in

favour of locally manufactured

brands. Initially, this meant our infant

formula base powder business to

multinationals fell away as demand

growth had fallen for their products.

However, we are starting to see new

demand emerging from large Chinese

manufacturers as their market

share growth exceeds their own

manufacturing capacity presenting

an opportunity for us to rebuild this

business with new partnerships.

Over the next two years we expect to

see our Nutritionals business mature.

It has an excellent foundation with The

a2 Milk Company, and our second,

large-scale, long-term relationship

with the multinational customer

at Synlait Pokeno is an enormous

opportunity, as are the relationships

we are building with new, emerging

infant formula players in China. Our

strong position in the global lactoferrin

market also remains a cornerstone of

this business.

Liquids

The third part of our strategy is

Liquids. It is based on a strongly held

view that in time China will move away

from powdered products to fresh or

long-life milk products packaged at

source and shipped to market ready

for distribution and sale.

Taking the same approach as we

did with our lactoferrin business, we

invested in building a facility at Synlait

Dunsandel to make these products.

We also invested in the establishment

of a research and development team

at Massey University in Palmerston

North. This team has developed

high performing processes and

products in the formulated creams,

ambient drinking yogurt, and ready-

to-feed infant formula categories

– all fast growing, or high potential

opportunities in affluent regions

of China.

Our Liquids business began with a

10-year agreement with Foodstuffs

South Island signed in December

2017 for the exclusive manufacture

of their private label brands of Pams

and Value fresh milk and cream

commencing in April 2019. To build

on this we are about to launch Synlait

Swappa Bottle next month, our first

product under our own brand. The 1.5

litre reusable, stainless steel bottle

of homogenised milk is exclusively

sourced from our highest performing

farms and will be available in South

Island New World stores.

Consumer Foods

We have signalled our intention to

move closer to the consumer for some

time. The Dairyworks acquisition was

the start of this and forms the fourth

part of our strategy. Our ambition is to

become the second largest player in

New Zealand’s consumer dairy food

category, and in time, use this, and our

wider Synlait capability, to develop our

own branded consumer dairy foods

export business.

After fresh milk, cheese is the second

largest part of the consumer dairy

food category. Dairyworks’ portfolio

of cheese and butter brands has

national reach and is growing steadily

in Australia. Dairyworks packages

approximately 60% of New Zealand

domestic consumer cheese sales;

made up of around 30% of Dairyworks

own branded products, and cheese it

packages for other household brands.

While dominant in the cheese

category, the strategy is to move

from cheese to dairy and build out a

portfolio of butter, yoghurt, and fresh

milk products. So far this is going

well with Dairyworks’ Protein Yoghurt

& Muesli launched in New Zealand

during FY21, with sales 106% ahead

of forecast. Dairyworks’ Flavoured

Butters also launched in Australia,

with sales 132% ahead of forecast.

We have also been working with the

Dairyworks team to leverage Synlait’s

liquids capability and in September

started to manufacture Dairyworks

fresh milk. Initially this will focus on

the Foodservice channel with an

ambition to extend into retail and have

national distribution.

Dairyworks has been part of the

Synlait family for around 18 months.

Dairyworks’ EBITDA contribution for

FY21 was disappointing and lower

than anticipated at $10.3 million.

This was mainly due to a profit drag

caused by the Talbot Forest Cheese

Temuka site because of whey stream

losses and the high comparative

cost of manufacturing due to its

low utilisation, butter margins being

squeezed by the high cost of milk and

a new entrant in the market, and one-

off write-downs of inventory balances.

While earnings were disappointing in

FY21 we anticipate a strong bounce

back in FY22 and FY23 as we rectify

these issues and continue to grow the

business.

The year that’s been – what we learnt

During the final quarter of FY21,

the Board and management team

completed a comprehensive

review of Synlait to ensure we

had a robust understanding of our

underperformance. What quickly

became clear is that while the sudden

PAGE 18 & 19ANNUAL REPORT 2021

and unexpected downturn in The a2
Milk Company’s demand explained

much of our underperformance

in FY21, it also revealed other

inefficiencies within Synlait that had

been developing over a longer time.

We have learnt that:

New business areas had been slower

to develop than planned

While major capital facilities had

largely been built to budget, and

operational costs remain within

forecast, inadequate focus and

investment in business development

means new opportunities have been

slow to develop.

Cost structures had been allowed to

grow at a faster rate than earnings

Some of this was due to new facilities,

new locations and business areas

being developed, but closer analysis

highlighted that in general costs

had grown unnecessarily in well-

established parts of Synlait.

The use of capital has become

suboptimal in three areas:

1. Large capital projects were

completed delivering capacity

well ahead of demand coming

onboard. Further, this capacity

was held in reserve for high value

opportunities rather than utilising

it earlier on lower value products

while a pipeline of high value

opportunities was developed.

2. Maintenance CAPEX was too

high and smaller capital projects

had failed to deliver expected

outcomes.

3. While COVID-19 was a factor,

other issues such as sales

phasing, overly onerous

contractual arrangements, raw

material management, and

unnecessarily high inventory

levels consumed significant

amounts of working capital.

The path to recovery


Developing a clear understanding

of the drivers of Synlait’s

underperformance enabled a clear

mandate to turnaround performance.

Synlait’s structure has been

reorganised around the four business

units: Ingredients, Nutritionals, Liquids

and Consumer Foods. Leadership

and resourcing now aligns with these

business units. Manufacturing facilities

and teams are organised horizontally

by business unit which are led by

Synlait’s consumers and customers.

Network planning, quality and

laboratory, and corporate services run

across the whole business.

Our aim is to reduce silos and give our

teams the flexibility to plan, execute

and monitor performance, while

recognising the clear differences in

customers and markets they serve. In

addition, new processes have

been implemented around

maintenance and capital expenditure

to reduce investment in the coming

years as most of our facilities are

relatively new.

As recently announced, this change

in organisational structure identified

an opportunity to reduce our staff

numbers by 15%, delivering estimated

annual savings of $10 to $12 million

and approximately $6 to $8 million in

FY22. These estimated savings are

in addition to what was identified and

discussed at our half year result, and

with our focus on increasing sales and

reduced cost and capital expenditure

in FY22, we expect a reversal of some

significant one-off costs we faced in

FY21 as well.

Ingredients

Separating out the Ingredients

business will enable a renewed focus

on facility utilisation, supply chain and

manufacturing efficiency. It will also

generate a cost structure more on par

with our competitors. Sales strategies

will be an optimum blend of long-

term relationships with multinational

customers, delivering premium pricing

for high specification products, and

a sufficient spot business to optimise

product mix as market pricing

fluctuates.

Our Ingredients business under-

performed in FY21 relative to our

expectations. Our management

of sales pricing and phasing was

disappointing, and our product mix

was at times uncompetitive relative to

the New Zealand milk price because

of our reliance on AMF where returns

lagged behind butter. This happens

on a cyclical basis and has since been

unwound.

Nutritionals

The Nutritionals business will focus

on developing and maintaining

strong relationships with large

multinational and Chinese customers.

We will continue to focus on product

innovation and quality, and ensure

pricing rewards the capability we

provide across our highly integrated

manufacturing and supply chain.

We anticipate that this business will

grow to high levels of utilisation

over the next three years, with

some recovery expected in The a2

Milk Company’s volumes, and as

commercial production starts for our

new multinational customer at Synlait

Pokeno.

Liquids

Our Liquids business will be managed

separately with a focus on developing

and nurturing our new high-value,

future-focused product suite

predominately for the China market.

Consumer Foods

Dairyworks is the centre point of

our Consumer Foods business and

is focused on building new market

opportunities that are adjacent to its

well-established cheese business.

Operational efficiency and cost

control remain a focus as Dairyworks

leverages Synlait’s expertise.

Working with the wider Synlait team

we are developing a project that will

be executed over the next two years

to deliver a standardised cheese milk

from Synlait Dunsandel with whey and

lactose removed to greatly reduce

the loss of valuable solids from the

cheese manufacturing process. This

will enable cheese manufacturing to

start at Synlait Dunsandel from FY24.

We are confident in

our immediate outlook

Over the past year we have faced

several financial challenges that we

would not expect to repeat.

In summary, we came into FY21 with

large volumes of nutritionals powders

on hand (40% of forward demand

at that time) on the expectation that

consumer-package infant formula

volumes would grow. The eventual

35% drop in sales volumes translated

into a 67% reduction in nutritionals

powder production due to a forward

view of FY22 – and with it a very large

reduction in fixed cost recoveries

which were carried through the P&L.

Our current FY22 forecast for

consumer-packaged infant formula

volumes is conservative and will result

in a further reduction in infant formula

base powder stocks for this financial

year. However, manufactured volumes

will increase roughly 30% to 40%

this year relative to last year bringing

greater fixed cost recoveries.

As part of the year-end process, we

have taken a high amount of inventory

provisions as we have high relative

amounts of distressed stock due to

the consumer-package infant formula

demand volume downgrade and

some quality and aging stock issues in

quarter four.

At some level, most of the above

points to the need for greater

precision of planning and execution.

In addition to the organisational

restructure, we have a renewed

emphasis on reviving our integrated

planning processes which will

remain centrally organised across

the different business units. The

implementation of our Enterprise

Resource Planning system will provide

an operating platform to support our

growth well into the future.

Our expectation is for a return to

robust profitability in FY22 based on

a return to normal trading conditions

and tighter management of our

ingredient business, improved infant

base powder volumes, a growing

contribution from our Liquids and

Consumer Foods businesses, and

targeted and significant cost savings

from Synlait, Dairyworks and Talbot

Forest Cheese.

FY22 will also include a one-off gain

on sale of approximately $17 million

from the sale and leaseback of the

land and building at Synlait Auckland.

Our performance will build into FY23

as our new multinational customer

at Synlait Pokeno ramps up, and

the Liquids and Consumer Foods

businesses continue to grow.

Planned reductions in inventory at

Synlait and Dairyworks will generate

operating cashflows in excess of

earnings. These strong cashflows

will enable us to complete our capital

expenditure programme and reduce

debt to comfortable levels over the

next two years.

By the end of FY23, the recovery plan

will have seen Synlait return to similar

levels of profitability, operating cash

flows, and debt ratios as the years

leading into FY21.

CEO REVIEW CONTINUES ON PAGE 25 >

PAGE 20 & 21ANNUAL REPORT 2021

TECHNICAL SERVICES (MANUFACTURING)
SITE SERVICES, ENERGY, MAINTENANCE

Supply

Supply

Optimise

Supply

NUTRITIONAL

PRODUCTS

INGREDIENT


PRODUCTS

LIQUID


PRODUCTS

DAIRYWORKS

Synlait Pokeno and Auckland:

D4, wetmix and blending and canning

Talbot Forest Cheese

Synlait Dunsandel:


DLP1

Synlait Dunsandel: D3, wetmix,


lactoferrin, blending and canning, whey

Synlait Dunsandel:


D1, D2, AMF

NETWORK PLANNING

LOGISTICS

CORPORATE SERVICES

QUALITY AND LABORATORY

TECHNICAL SERVICES (PRODUCT)

PROCUREMENT AND MILK SUPPLY

Order

Order

Order

THE PATH TO RECOVERY: ALIGNING STRUCTURE

TO STRATEGY AND RESETTING HOW WE OPERATE

Supply

PAGE 22 & 23ANNUAL REPORT 2021

Thank you
I would like to thank the management

team for their work, particularly over

the last six months. Facing into and

executing this level of change has been

great to be part of again. I am very

proud of the way you met the challenge

head on and delivered. I would

particularly like to thank Matthew Foster

and Robert Stowell who both stepped

into key roles at short notice and have

driven the changes required with true

professionalism.

Today we announced a new Synlait

CEO, Grant Watson, who will join

the team in 2022. I look forward to

introducing you to Grant next year. Grant

will be joined by Robert Stowell who has

been appointed CFO after acting in the

role for the last five months.

Thanks also to our suppliers, including

our farmers, who have continued to

partner and support us through a

challenging year.

To our shareholders, I thank you for your

patience. We have fallen far short of our

own, and I am sure, your expectations

over the past period. Having read this

report, I trust you recognise a business

that has taken the opportunity to pause,

learn, change, and then double down

on delivering the potential that the

Board, management, and I firmly believe

is there for the taking. You have my

commitment that we will work to get the

job done.

Dr John Penno

Co-Founder, Director and Current CEO

Marketing, Sales

and Business Development

Chief Financial OfficerOperations

Marketing and Business

Development

Sales and Business


Development

Dedicated Finance

Manager

Dedicated Finance

Manager

Dedicated Finance

Manager

Sales and Business

Development

Deborah Marris


Director, Legal, Risk

and Governance

Boyd Williams


Director, People

and Culture

Robert Stowell*


Chief Financial

Officer

Nigel Macdonald**


Director,

Operations

Suzan Horst


Quality, Regulatory and

Laboratory Services

Martijn Jager


Director, Sales and

Business Development

Hamish Reid


Director Sustainability,

Brand & Liquid Products

Tim Carter


Dairyworks Chief

Executive Officer

Chris France


Director, Strategy and

Business Transformation

Business teams with P&L responsibility

Business teams with P&L responsibility

Business teams with P&L responsibility

LIQUID PRODUCTS

DAIRYWORKS

INGREDIENT PRODUCTS

NUTRITIONAL PRODUCTS

Grant Watson***

Chief Executive Officer

* Robert has been appointed CFO after acting in the role for the last five months.

** Nigel will join Synlait in November subject to completing MIQ requirements.

*** Grant will join Synlait in January 2022.

THE PATH TO RECOVERY:

SYNLAIT’S NEW ORGANISATIONAL STRUCTURE

Quality Management

Quality Management

Quality Management

Synlait Dunsandel: D3,

wetmix, lactoferrin, whey

and blending and canning

Synlait Pokeno

Synlait Auckland

Synlait Dunsandel:


D1, D2 and AMF

Talbot Forest Cheese

Synlait Dunsandel:


DLP1

PAGE 24 & 25ANNUAL REPORT 2021

The annual Synlait Dairy Honours
Awards recognise best in class dairy

farming. We presented four national

awards along with eight regional

awards at our 2021 Synlait Winter

Farmer events.

The Kotahitanga Award focuses on

the all-important people side of dairy

farming, and it recognises the team

spirit of a farming operation. The

winners this year were Glen Ashford

and Shelley Lawson of Kaimai Dairy

Farm Ltd. (pictured).

The judges for the award remarked

“the minute Shelley and Glen’s

employees start, they are welcomed

into a culture of collaboration, support

and clarity. There is an exceptional

induction process; and a calendar

of events is put together in the first

few weeks. The unique job title

structure put in place on-farm ensures

employees have complete clarity over

their roles and a clear pathway of

progression. Shelley and Glen have

fostered an inclusive and collaborative

approach to improvement and

problem solving. Staff members

are given the opportunity to share

feedback and ideas. Shelley and Glen

also go the extra mile for their farm

team, whether it is takeaway nights,

or going fishing or hunting with Glen.

These two are true role models of

Kotahitanga.”

CELEBRATING

OUR FARMERS

ANNUAL REPORT 2021PAGE 26 & 27

OUR BOARD
LEARN MORE

The Board’s full profiles are available

on our website: synlait.com/people

Graeme Milne ONZM (Chair)

Sam Knowles

Min Ben

Qikai LuSimon Robertson

Sihang Yang

Dr John Penno

Hon. Ruth Richardson

OUR EXECUTIVE TEAM

LEARN MORE

Our Executive Team’s full profiles

are available on our website:

synlait.com/people

Dr John Penno

Chief Executive Officer

Chris France

Director, Strategy and Business

Transformation

Matthew Foster

Acting Director, Operations

Deborah Marris

Director, Legal, Risk and

Governance

Martijn Jager

Director, Sales and Business

Development

Robert Stowell

Chief Financial Officer

Boyd Williams

Director, People, Culture

and Performance

Hamish Reid

Director, Sustainability, Brand and

Liquid Products

Dr Suzan Horst

Director, Quality, Regulatory and

Laboratory Services

PAGE 28 & 29ANNUAL REPORT 2021

Almost 80,000 plants went into the
ground during the 2021 planting

season as part of our Whakapuāwai

programme. Whakapuāwai connects

our people, our farmers, and our

community through the planting of

native trees. This year we also began

on-farm planting in the North Island.

Six Waikato farms took part with

around forty staff planting 7,500 trees

alongside our farmers.

WHAKAPUĀWAI -

To cause to blossom, develop,

flourish, prosper, thrive

ANNUAL REPORT 2021PAGE 30 & 31

REVIEW OF FINANCIAL
PERFORMANCE

Synlait CFO Robert Stowell

Dear Shareholders

FY21 proved to be a very challenging year for Synlait Milk. After nine years of profitability, it is disappointing to post

the company’s largest ever loss.

COVID-19 hit Synlait late and hit the company hard. Following the initial COVID-19 upside caused by pantry stocking

of consumer-packaged infant formula, the market corrected as channels shut down due to boarder closures. When

this business fell away other areas of underperformance were identified within Synlait that contributed to this result.

Today’s result is within the guidance range provided in May of a loss of $20 million to $30 million NPAT. More

importantly however, are the actions taken in the last quarter of FY21 to review the strategy, align structures,

refinance the business, and turn around financial performance through a combination of initiatives that will set the

company up for the future growth.

In this Annual Report, and accompanying Investor Presentation, business performance is presented under our four

new and revised key business units: Nutritionals (consumer-packed nutritional products, base infant formula sold to

external customers and consumed into consumer-packaged infant formula, and lactoferrin), Ingredients (commodity

ingredients – whole milk powder, skim milk powder, anhydrous milk fat, butter milk powder), Liquids, and Consumer

Foods (Dairyworks). Downgraded product has been allocated to the business unit to which it relates.

PAGE 32 & 33ANNUAL REPORT 2021

Nutritionals
Our Nutritionals business unit includes consumer-packaged infant formula, base infant formula both sold to external

customers and consumed into consumer-packaged infant formula, and lactoferrin. Nutritional volumes fell 35% to

34,362MT. This was driven by the material reduction in consumer-packaged infant formula demand. Nutritionals gross

profit per MT decreased significantly to $1,246 due to the high level of under-recovered manufacturing overheads

resulting from the significant reduction in base infant formula manufactured. The lactoferrin business continues to

perform, despite unfavourable market pricing. Lactoferrin sales increased 10% to 33MT driven by increased production

and demand. Gross profit at $25.1 million and gross profit per MT at $758,264, both decreased.

NutritionalsIngredientsLiquidsConsumer FoodsTotal

FY21

Sales Volume (MT)34,362125,91431,49926,983218,758

Gross Profit ($)42.814.5(4.9)15.36 7.7

Gross Profit/MT1,246115(154)568310

FY20

Sales Volume (MT)52,87197,56132,80312,015195,250

Gross Profit ($)170.031.3(2.2)2.2201.3

Gross Profit/MT3,215321(66)1861,031

% Change

Sales Volume(35%)29%(4%)125%12%

Gross Profit(75%)(54%)(125%)587%(66%)

Gross Profit/MT(61%)(64%)(135%)206%(70%)

1

Gross profit per MT includes downgrade product related to each business unit. Gross profit not attributable to business units is not included

Gross profit by business unit

1

Ingredients

As a result of a drop in consumer-packaged infant formula demand, and significant volume of base infant formula carried

forward from FY20, Synlait immediately turned to manufacturing ingredient products. Consequently, sales of ingredients

increased 29% to 125,914MT. A few factors affected margins in a challenging year for ingredients - the most notable of

which was butter prices being very high relative to AMF prices when Synlait is not a butter producer. The sudden nature

of the change in the sales product mix, together with a sharp increase in global dairy commodity prices, meant we did

not achieve our usual ingredients premiums. Global shipping delays due to the pandemic, and late season volumes, also

meant we ended the financial year with ingredients inventory at historically high levels. Ingredients gross profit per MT of

$115 is down 64% as a result.

Separating out the Ingredients business in FY22 will enable a renewed focus on pricing performance, manufacturing

efficiencies and supply chain management, and generate a cost structure more on par with Synlait’s competitors.

Therefore, we expect this business should see a material improvement over the coming year.

Liquids

Sales volumes of liquid milk and creams in FY21 were down 4% under our agreement with Foodstuffs South Island due to

the positive impact COVID-19 lockdowns had on consumer demand in FY20. The focus in this business is on developing

and nurturing new high-value, future focused product suites aimed at both the domestic market and maturing China

market. Volumes and profitability will increase overtime as several initiatives are launched over the next 12 months.

Overall, the Liquids business delivered a gross loss of ($4.9) million.

Consumer Foods

Synlait benefited from the first full year of Dairyworks’ operations with sales volumes of 26,983 MT (FY20: 12,015MT).

The divestment of the Deep South brand and associated ice cream operations to Talley’s in November 2020 enabled

Dairyworks to focus back onto core business and continued progression of strategy to move from cheese to dairy. This

has been successful with Dairyworks launching a range of products over the past 12 months including Dairyworks Protein

Yoghurt & Muesli launched in New Zealand, sales 106% ahead of forecast and Flavoured Butters launched in Australia,

sales 132% ahead of forecast. Dairyworks’ full year gross profit contribution is $15.2 million. EBITDA contribution of $10.3

million is lower than expected due to profit drag caused by Talbot Forest Cheese (whey stream losses and low utilisation),

butter competition, and one-off inventory write-downs.

Milk price and milk supply

Raw milk remains Synlait’s most significant component of our cost of goods sold.

Our final base milk price for the 2020/21 season is $7.55 per kgMS, compared to our 2019/20 base milk price of $7.05

per kgMS. In addition, we paid out an additional $0.27 per kgMS in incentive and premium payments through a2, Lead

With Pride™ and winter milk payments, increasing the average total milk price to $7.82 per kgMS compared with $7.30

per kgMS in 2019/20. Premiums and incentive payments are higher in 2020/21 predominantly through an increase in our

winter milk and Lead With Pride™ payments. This resulted in our contracted suppliers receiving a total of $23.5 million in

additional value-added premiums in the 2020/21 season, compared to $19.3 million in 2019/20.

FINANCIAL PERFORMANCE

Sales and gross profit performance

Total revenues of $1,367.3 million are $65.3 million, or 5%, higher than FY20. Total sales volume of 218,758 MT are 12%

higher. Revenue growth was largely driven by the first full year contribution from Dairyworks of $229.0 million (FY20

$92.0 million). Dairyworks’ revenue increase was offset by a $72.2 million reduction in Synlait’s revenue contribution

driven by the well-canvased impact COVID-19 has had on our key customer, The a2 Milk Company. This resulted in a

significant product mix shift from higher value consumer-packaged infant formula to ingredients.

Sales (metric tonnes)FY21FY20Growth %

Nutritionals34,36252,871(35%)

Ingredients125,91497,56129%

Liquids31,49932,803(4%)

Consumer Foods26,98312,015125%

Total218,758195,25012%

PAGE 34 & 35

ANNUAL REPORT 2021

Net financing costs
Net financing costs increased 0.5% to $21.5 million.

$ millionFY21FY20

Profit before tax($39.2)$100.7

Add back: net financing costs$21.5$21.4

EBIT($17.7)$122.1

Add back: depreciation and amortisation$55.0$47.5

EBITDA$37.3$169.6

FY21FY20Va r.

Gross term debt interest(16.2)(15.2)(1.0)

Less capitalised interest2.32.10.2

Net term funding interest(13.9)(13.1)(0.8)

Working capital funding interest(6.0)(6.2)0.2

Interest received0.00.1(0.1)

Loss on derecognition of financial assets(1.0)(1.7)0.7

Net short-term funding interest(7.0)(7.8)0.8

Interest on lease liabilities (0.6)(0.5)(0.1)

Net finance costs(21.5)(21.4)(0.1)

The $0.1 million uplift in net financing costs is due to an increase in average interest-bearing debt due to continued

capital expenditure, offset by lower interest rates.

Gross interest on term debt increased by $1 million to $16.2 million with higher average interest-bearing debt year-

on-year, with lower interest rates providing some offset. Capitalised interest increased by $0.2 million to $2.3 million.

Working capital funding interest decreased $0.2 million due to lower interest rates, with similar facility utilisation to

prior year.

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

It decreased $0.7 million to $1 million with lower interest rates and lower utilisation due to the reduction in sales

volumes of consumer-packaged infant formula.

Further, Synlait incurred $0.6 million interest on lease liabilities, up $0.1 million.

Foreign exchange

Management of foreign exchange exposure is one of Synlait’s key risks with many product sales being to overseas

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

the lowest annual average New Zealand Dollar (NZD)/USD exchange rate for the year. In FY21 we achieved a net

annual average NZD/USD exchange rate of 0.6659 (FY20: 0.6651).

Earnings per share and return on capital employed

Our reported basic and diluted earnings per share (EPS) was (13.77) cents and (13.75) cents respectively, against

41.45 cents and 41.35 cents in FY20. The dilutive shares are basic EPS adjusted for contingently issuable shares in

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

of (1.5%) in FY21 compared with 12.6% in FY20.

We received 86.8 million kgMS from our contracted suppliers, 10.3 million kgMS more than FY20, as we increased our

farm supplier network across both of our sites. We also sold (net) 4.1 million KgMS over the season, resulting in an overall

17%, or 12.3 million kgMS, increase in milk processed in FY21.

Average reference commodity prices increased sharply through the 2020/21 milk season until March after which they

remained relatively steady through to the end of the season. The average reference basket price in the 2020/21 season

increased to USD$3,358, a 7% increase vs the 2019/20 season. This increase is the key contributor to the $0.50 increase

in the average base milk price paid to our suppliers in 2020/21.

Overhead expenditure

Overhead expenses increased $6.7 million to $88.8 million. This was driven by the inclusion of Dairyworks overhead

expenditure ($6.8 million), employee costs ($1.3 million), provisions and write-downs ($1.5 million), and IT costs relating to

software as a service and cyber security costs ($1.3 million) offset by lower multi-site distribution costs (-$1.1 million) and

other controllable costs (-$3.1 million).

Operating cost saving initiatives announced at HY21 on the organisational reset, production efficiencies, and

discretionary spend delivered $9.3 million of the $10.8 million savings targeted. Value chain cost saving initiatives

delivered $3 million of benefit. Dry Store 4 and the Rail Siding delivered part year benefit of $3 million with the project

still being on track to deliver annualised benefits of $8 million.

EBITDA

Earnings before interest, tax, depreciation, and amortisation (EBITDA) decreased $132.3 million to $37.3 million.

PAGE 36 & 37ANNUAL REPORT 2021

Raw material inventories at $74.4 million (13,733 MT) increased slightly on the prior year (FY20: $71.3 million, 13,614 MT).
Work in progress, which is primarily Dairyworks’ maturing cheese volumes, in FY21 of $16.6 million has increased from

prior year (FY20: $11.5 million) and reflects higher and more valuable volumes of cheese maturing at Dairyworks.

FY21FY20

$ millionMT$ millionMT

Synlait Milk Limited216.841,099*216.140,787*

Dairyworks Limited54.26,954*53.36,564*

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

Finished goods inventory, which includes base infant formula, decreased to $180.0 million (FY20: $186.5 million) despite

tonnage of finished goods on hand increasing slightly to 32,144 MT (FY20: 32,109 MT). As noted above, this relates to

a lower holding of our core infant formula products and a higher holding of our core ingredients products (whole milk

powder, skim milk powder and anhydrous milk fat), offset by a higher season ending milk price.

Inventories were reviewed for impairment, resulting in a stock impairment provision totalling $8.3 million relating to

finished goods ($7.6 million) and raw materials ($0.7 million) (FY20: $2.0 million, $1.8 million related to finished goods and

$0.2m related to raw materials). The increase primarily relates to consumer-packaged infant formula products on hand

that are provisioned to expire because of decreased demand.

In addition, we have an onerous contracts provision of $2.1 million (FY20: $0.3 million); the increase from prior year is

due to an increased weighted average cost of products on hand at balance date; the most significant driver being the

increase in 2020/21 milk price through the second half of the season.

Property, plant and equipment

Property, plant, and equipment at $1027.1 million, is up $62.0 million. The year-over-year increase is a consequence

of total capital expenditure of $112.0 million, less depreciation of $46.8 million, net impairment of $1.7 million, and net

disposals of $1.4 million. The capital expenditure of $112.0 million primarily relates to our growth initiative projects with

$88.0 million of total spend in FY21.

In November 2020, we commissioned our new Dry Store 4 facility followed by our new rail siding in May 2021.

The construction of the project was budgeted to cost $41.3 million. Total spend on the project in FY21 was $21.6 million

(FY20: $18.7 million, FY19: $1.1 million) for total of $41.4 million.

In August 2020 we completed the purchase of farmland adjacent to Synlait Dunsandel for total consideration of $26.1

million. The farmland was purchased to enable greater control over water rights, the development of the rail siding, and

opportunities to trial sustainable farming practices. We also progressed modifications at Synlait Pokeno to support our

new multinational customer. Total spend on the project in FY21 was $33.5 million (FY20: $1.0 million).

Operational capital expenditure in FY21 decreased to $24.7 million from $35.5 million in FY20 ($27.9 million in FY21 from

$37.5 million in FY20 including intangible assets and net disposals).

Synlait is nearing the completion of its ERP implementation project expected to go live in the second quarter of FY22.

Total spend in FY21 was $19.2 million (2020: $6.0 million, 2019: $2.7 million).

Trade and other payables

Trade and other payables at $264.1 million is up $25.3 million. This is driven by higher milk payments to our farm

suppliers due to the increased volume of milk solids collected and the higher milk price, offset by a reduction in trade

creditors and accruals.

FINANCIAL POSITION

Overview

During FY21 the Group’s investment phase began to wind down. Synlait raised $200 million of share capital to repay debt

and support the conclusion of several growth initiative projects.

Our reported net loss after tax of ($28.5) million, plus the net proceeds from the capital raise and the movement in

reserves, has increased total equity to $767.1 million at 31 July 2021 from $604.5 million in FY20.

We successfully refinanced maturing syndicated bank facilities in July on new terms. The banking syndicate was very

supportive of the Synlait story and our future. The renegotiated facilities give us a sound, secure, and certain platform to

build from.

Trade and other receivables

At $108.4 million, trade and other receivables have increased by $45.3 million on FY20 ($63.1 million). The increase

primarily relates to the change in product mix sold reducing the balance of receivables assigned as at 31 July 2021 (FY21:

$112.4 million, FY20: $131.3 million) and changing our customer mix, together with an increase in Dairyworks’ receivables

year-on-year.

Inventories

Our inventory holdings have remained relatively unchanged at $270.9 million (FY20: $269.4 million), although there

have been material movements between its components. Synlait entered FY21 holding higher than prior years volumes

of base infant formula and consumer-packaged infant formula to meet higher anticipated FY21 demand, to ensure higher

utilisation of our plant through peak milk, and protect against potential COVID-19 related supply chain disruption.

As at 31 July 2021, base infant formula and consumer-packaged infant formula holdings have reduced significantly due

to a reduction of production off the back of the sudden demand reduction and outlook for a2 Milk Company nutritional

products and to reflect our new conservative working capital approach to inventory holdings in FY22. Holdings of

ingredients increased significantly due to the material increase in volumes manufactured in the second half and

difficulties faced selling and shipping the product because of the pandemic.

PAGE 38 & 39ANNUAL REPORT 2021

Total net debt (excluding lease liabilities) decreased with net cash from the issue of shares of $196.1 million and positive
cash flow from operating activities of $15.9 million (FY20: $103.8 million), offset by cash spent on investing activities of

$136.8 million (FY20: $223.2 million), interest and financing fees paid of $23.1 million (FY20: $26.4 million) and repayment

of lease liabilities of $4.5 million. Operating cash flows are discussed further below.

With net debt of $479.4 million, our gearing (net debt/net debt + equity) is 38.7% (FY20: 47.2%) and our leverage

(net debt/EBITDA) is 12.85x (FY20: 3.08x).

Derivatives

At 31 July 2021 we held USD$498.9 million (net) and AUD$7.5 million in foreign exchange contracts as detailed in note

16 of the annual financial statements. These have been placed across a 24-month future period, in accordance with our

Treasury Policy.

Given the appreciation in the NZD/USD exchange rate across the last 24 months, we have mark to market unrealised

gains associated with these contracts at year-end of $10.4 million after tax, a movement of ($7.2) million after tax. As our

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

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

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

periods.

We also have in place a nominal balance of $40 million of interest rate swap agreements at year-end (FY20: $57.3

million) at various weighted average interest rates. The agreements have unrealised mark to market losses of $2.5 million

after tax, a positive movement of $2.4m after tax on FY20. The movement is a result of historical agreements unwinding.

Total net debt

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

was $479.4 million, a decrease of $47.6 million.

$ millionFY21FY20

Current debt$33.3$102.8

Term debt (carry amount)$459.6$426.8

Transaction costs $2.5$3.2

Cash on hand($16.0)($5.9)

Total Net Debt (excluding lease liabilities) $479.4$526.9

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

prices. Dairy commodity derivatives with a nominal balance of NZD $13.9 million were in place at year end (FY20: NZD

$12.0). These derivatives have mark to market unrealised gains of $0.2 million after tax (FY20: $nil).

Unrealised gains and losses on derivatives detailed above are deferred to the cash flow hedge reserve. Year-on-year

there was a ($4.5) million movement in the reserve from $12.6 million in FY20 to $8.1 million in FY21. The movement is

explained by the decrease in foreign exchange derivatives gain offset by the decrease in interest rate swap agreements

loss.

Price risk management

In addition to derivatives, Synlait also carefully manages price risk. It holds carbon units to cover all forecast obligations

three years forward, with an average purchase price well below current market pricing. We also entered into fixed price

electricity and fixed price gas contracts in October 2020, with the contracts for five and three years respectively.

Operating cash flows

Operating cash flows at $15.9 million, are down $87.9 million. The decrease was due to lower profitability year-on-year

largely due to the sales mix shift from consumer-packaged infant formula to ingredients, with EBITDA $132.3 million

lower, together with an unfavourable movement in working capital with an increase in receivables and high holdings of

ingredients inventory on hand at year end.

Funding facilities and covenants

As announced in July and noted above, we worked with our banking syndicate, who again showed their commitment

to and support of Synlait, and agreed terms to refinance maturing banking facilities. Synlait has four syndicated bank

facilities in place with ANZ and BNZ:

1. Working Capital Facility – reviewed annually with a year-end facility limit of NZD $250 million. This facility increases

to $330 million in September 2021 and steps down over a period of six months back to $250 million by February

2022. This is a dual currency (NZD & USD) facility.

2. Revolving Credit Facility A – maturing 1 October 2023 with a fixed facility limit of $100 million, amortising $33.3

million on 31 July 2022 and $33.3 million on 31 July 2023.    

3. Revolving Credit Facility B (ESG loan) – maturing 1 October 2023 with a fixed facility limit of $50 million.

4. Revolving Credit Facility C (ESG loan) – maturing 1 October 2023 with a fixed facility limit of $50 million.

In addition to banking facilities, Synlait has an NZX-listed $180 million unsecured, subordinated, fixed rate bond maturing

17 December 2024.

PAGE 40 & 41ANNUAL REPORT 2021

At 31 July 2021, Synlait had five key bank covenants in place within our syndicated bank facility agreement. These were:
1. Interest cover ratio – EBITDA to interest expense no less than 3.0x (FY21: 1.74x). This covenant was waived for FY21.

2. Minimum shareholders’ funds – must exceed $400.0 million (FY21: $625.2 million).

3. Working capital ratio – must exceed 1.50x (FY21: 3.79x).

4. Total debt/EBITDA – no greater than 7.50x (FY21: 13.25x). This covenant was waived for FY21.

5. Senior debt/EBITDA – no greater than 4.75x (FY21: 8.43x). This covenant was waived for FY21.

The interest cover ratio, leverage ratio and senior leverage ratio were waived for FY21 as previously disclosed to the

market. Synlait was compliant with the shareholder’s funds and working capital ratio covenant at all times during FY21.

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

that are not presented in the financial statements.

Following refinancing, Synlait have five key bank covenants in place within our syndicated bank facility agreement for

FY22. These are:

1. Interest cover ratio – EBITDA to interest expense of no less than 3.0x.

2. Minimum shareholders’ funds – must exceed $600.0 million.

3. Working capital ratio – inventory and debtors to working capital facility outstanding of no less than 1.5x

4. Total debt/EBITDA – total debt to EBITDA is no greater than 4.5x.

5. Senior debt/EBITDA – total debt excluding Subordinate Bond to EBITDA is no greater than 3.0x.

Robert Stowell

Chief Financial Officer

PAGE 42 & 43ANNUAL REPORT 2021

MILK PRICEFINANCIAL AND PERFORMANCE METRICS
2016/172017/182018/192019/202020/21

kgMS collected 63,249,602 63,616,077 63,438,694 76,550,913 86,812,624

Average fat %4.904.864.914.904.90

Average protein %3.923.893.923.983.97

Average lactose %5.064.994.994.994.98

Volume of components collected (kg)

Fat 35,123,275 35,289,377 35,270,506 42,252,084 47,954,515

Protein 28,126,327 28,327,076 28,168,188 34,298,829 38,858,109

Lactose 36,292,742 36,221,310 35,894,766 42,977,611 48,760,985

Component value

1

Fat $4.70$6.97$7.36$8.44$8.73

Protein$6.56$4.63$4.18$4.20$5.02

Lactose$1.87$2.03$1.53$1.67$1.68

Component value ratio

Fat 11111

Protein1.3970.6640.5670.4970.575

Lactose0.3980.2910.2080.1980.193

Total $ paid per component

Fat $164,998,609$245,903,402$259,645,339$356,688,641$418,541,147

Protein$184,528,391$131,063,290$117,657,713$143,911,349$194,874,913

Lactose$67,823,876$73,377,129$54,987,988$71,818,527$82,136,925

Volume charge($27,732,308)($27,289,173)($26,283,402)($32,746,784)($40,117,675)

Average base milk price

2

$6.16$6.65$6.40$7.05$7.55

Total incentive payment$8,908,367$8,127,045$11,530,895$19,249,791$23,518,487

Average incentive payment per kgMS

3

$0.14$0.13$0.18$0.25$0.27

Total average Synlait payment per kgMS

4

$6.30$6.78$6.58$7.307.82

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

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

The 2020/21 milk price has not fully been paid out at the time of annual report release, figures represent what

has been paid and is accrued to be paid.

It also highlights the incentive payments made to our farmer suppliers in addition to the average base milk price.

This information represents payments made in the milk season which runs 1 June to 31 May as opposed to

Synlait’s financial year.

For the recently completed 2020/2021 milk season we paid out an average base milk price of $7.55 with an

average additional incentive payment of $0.27 per kgMS.

1

Rounded to two decimal places

2

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

3

Includes incentives and winter incentive payments

4

Base milk price + average incentive payment

Key financial metrics

1,3

Currency as stated (in millions)FY17FY18FY19FY20FY21

Income statement

Revenue 759.0 879.0 1,024.3 1,302.01,367.3

Gross profit 112.1 166.5 186.3 203.7 67.3

EBITDA

2

88.8 138.6 150.8 169.637.3

EBIT

2

67.6 113.0 123.1 122.0(17.7)

NPAT 39.5 74.5 81.2 74.3(28.5)

Revenue (USD per MT)3,6584,815 4,3844,4354,162

Gross profit per MT (NZD)7921,2941,1741,043308

EBIT per MT sold (NZD) 478 879776625(81)

Net cash from/(used in) operating activities 115.2 98.4 136.7 103.815.9

Balance sheet

Capital employed459.0538.9824.41,128.21,244.0

Net operating assets

4

423.5 493.1 632.4 1,040.51,152.3

Return on net operating assets15.4%24.6%21.9%14.6%(1.6%)

Net return on capital employed (pre-tax)14.8%22.6%18.1%12.5%(1.5%)

Debt/debt + equity (excl. derivatives)18.7%20.9%39.3%47.2%38.7%

Net debt/EBITDA

6

0.9 0.8 2.2 3.112.9

Earnings per share 22.82 41.55 45.33 41.45(13.77)

Average FX conversion rate (NZD:USD) 0.6814 0.7047 0.6792 0.6651 0.6659

Base milk price 6.16 6.65 6.40 7.057.55

Total milk price (kgMs)

5

6.30 6.78 6.58 7.307.82

Key operational metrics

Sales (MT)

7

Ingredients114,718 86,424 98,499 97,561125,914

Nutritionals24,576 42,177 51,23152,87134,362

Liquids - - 8,947 32,80331,499

Consumer foods - - -12,01526,983

Total sales (MT) 139,295 128,601158,677195,250218,758

Production (net production) (MT)

7

Ingredients 109,899 88,448 96,15894,188138,971

Nutritionals25,50851,04850,16563,85720,990

Liquids - - 9,466 32,89431,492

Consumer foods - - -11,85023,597

Total production (MT)135,407 139,496155,788202,789215,050

Milk purchases ('000 kg MS)

Milk purchased from contracted supply 63,255 63,639 64,189 76,55186,814

Milk purchased from other suppliers 1,700 (2,853) 1,877 (6,079)(4,076)

Total milk purchases ('000 kg MS) 64,954 60,785 66,066 70,47282,737

1

The group uses several non-GAAP measures when discussing financial performance. Management believes these measures provide useful insight on the performance of the

business, to analyse trends and to assist stakeholders in making informed decisions.

2

EBIT is calculated by excluding financing costs and income tax, with EBITDA also excluding depreciation and amortisation accordingly. EBIT and EBITDA include the IFRS16 impact,

whereas net debt excludes this impact. A reconciliation of EBIT and EBITDA is provided in the CFO Review on page 36.

3

Amounts have been restated for a change in accounting policy. Refer to note 9 of the 2021 financial statements for additional information.

4

Net operating assets includes current assets, property, plant, and equipment and intangible assets. It excludes capital work in progress, derivatives, goodwill, trade payables

and tax liabilities.

5

Total milk price for Synlait Milk suppliers on standard milk supply contract, includes value and seasonal premiums. This is a milk season reflective payment that runs 1 June to 31 May.

6

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

7

Prior period volumes have been restated to conform to current year presentation.

PAGE 44 & 45ANNUAL REPORT 2021

Last summer Dairyworks launched
a range of truly differentiated high

protein yoghurts in a convenient on

the go single format.

The range exceeded performance

expectations and clearly signalled

an opportunity for Dairyworks to

expand further into the yoghurt

space. Strategically, the entry into the

yoghurt category allows Dairyworks

to grow beyond its core cheese

business, which is something we will

continue to see more of.

The team are excited to be working

on the next stage of our yoghurt plans

– we’ll see you in supermarkets soon!

DAIRYWORKS:

MOVING FROM

CHEESE TO DAIRY

Last summer Dairyworks launched a range of truly

differentiated high protein yoghurts in a convenient

on-the-go single format.

ANNUAL REPORT 2021PAGE 46 & 47

Director’s responsibility statement 50
Financial statements 51

Income statement 51

Statement of comprehensive income 52

Statement of changes in equity 53

Statement of financial position 54

Statement of cash flows 55

Notes to the financial statements 56

Performance 60

01 Revenue recognition 61

02 Segment reporting 62

03 Expenses 65

04 Reconciliation of (loss)/profit after income

tax to net cash inflow from operating activities 66

Working Capital 67

05 Trade and other receivables 68

06 Inventories 72

07 Trade and other payables 74

Long Term Assets 75

08 Property, plant and equipment 76

09 Intangible assets 79

10 Leases 85

Debt and Equity 88

11 Finance income and expenses 89

12 Loans and borrowings 90

13 Share capital 92

14 Share based payments 94

15 Reserves and retained earnings 96

Financial Risk Management 97

16 Financial risk management 98

17 Financial instruments 106

Other 111

18 Income tax 112

19 Other investments 116

20 Related party transactions 118

21 Contingencies 120

22 Commitments 120

23 Events occurring after the reporting period 121

24 Other accounting policies 121

Auditors report 122

FINANCIAL

CONTENTS

FINANCIAL STATEMENTS

The cafe at Synlait Dunsandel provides a wide

range of healthy meals and snacks for staff and

contractors.

ANNUAL REPORT 2021PAGE 48 & 49

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

Consulting (Shanghai) Limited, Dairyworks Limited, Dairyworks (Australia) Pty Limited, and Synlait Milk (Dunsandel Farms)

Limited (together “the Group”) as set out on pages 51-121 for the year ended 31 July 2021.

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

as at 31 July 2021 and the financial performance and cash flows for the year ended on that date.

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

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

reporting and accounting standards have been followed.

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

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

Markets Conduct Act 2013.

For and on behalf of the Board.

Graeme Milne

Chairman

24 September 2021

Simon Robertson

Independent Director

24 September 2021

DIRECTORS’ RESPONSIBILITY STATEMENT

20212020

Notes$’000$’000

(restated)

Revenue11,367,3491,302,025

Cost of sales3(1,300,042)(1,098,292)

Gross profit67,307203,733

Other income13,870404

Share of (loss)/profit from associates19(33)33

Sales and distribution expenses3(36,791)(32,318)

Administrative and operating expenses3(52,018)(49,809)

Earnings before net finance costs and income tax(17,665)122,043

Finance expenses11(20,488)(19,777)

Finance income1144134

Loss on derecognition of financial assets11,5(1,045)(1,747)

Net finance costs(21,489)(21,390)

(Loss)/profit before income tax(39,154)100,653

Income tax benefit/(expense)1810,703(26,344)

Net (loss)/profit after tax for the year(28,451)74,309

Earnings per share

Basic earnings per share (cents)13(13.77)41.45

Diluted earnings per share (cents)13(13.75)41.35

INCOME STATEMENT

For the year ended 31 July 2021

ANNUAL REPORT 2021

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

Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.

PAGE 50 & 51

20212020
Notes$’000$’000

(restated)

(Loss)/profit for the period(28,451)74,309

Items that may be reclassified subsequently to profit and loss

Effective portion of changes in fair value of cash flow hedges16(6,330)53,882

Exchange differences on translation of foreign operations10(12)

Income tax benefit/(expense) on other comprehensive income181,772(15,087)

Total items that may be reclassified subsequently to profit and loss(4,548)38,783

Other comprehensive income for the year, net of tax(4,548)38,783

Total comprehensive income for the year(32,999)113,092

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 July 2021

Share

capital

Employee

benefits

reserve

Hedging

reserves

Foreign

currency

translation

reserve

Retained

earnings

Total

equity

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

Equity as at 1 August 2019268,0741,658(26,148)-248,775492,359

Change in accounting policy9----(1,078)(1,078)

Restated equity as at 1 August 2019268,0741,658(26,148)-247,697491,281

Profit or loss for the year (restated)----74,30974,309

Other comprehensive income

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

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

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

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

Employee benefits reserve13, 14470(336)---134

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

Equity as at 31 July 2020 (restated)268,5441,32212,647(12)322,006604,507

Equity as at 1 August 2020268,5441,32212,647(12)322,006604,507

Profit or loss for the year----(28,451)(28,451)

Other comprehensive income

Effective portion of changes in fair value of cash flow hedges--(6,330)--(6,330)

Exchange differences on translation of foreign operations---10-10

Income tax on other comprehensive income--1,772--1,772

Total other comprehensive income--(4,558)10-(4,548)

Issue of new shares13196,082----196,082

Employee benefits reserve13, 14148(624)---(476)

Total contributions by and distributions to owners196,230(624) - --195,606

Equity as at 31 July 2021464,7746988,089 (2)293,555767,114

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 July 2021

PAGE 52 & 53ANNUAL REPORT 2021

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

Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.

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

Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.

STATEMENT OF FINANCIAL POSITION
As at 31 July 2021

STATEMENT OF CASH FLOWS

For the year ended 31 July 2021

20212020

Notes$’000$’000

(restated)

ASSETS

Current assets

Cash and cash equivalents16,0205,887

Trade and other receivables5108,38063,057

Intangible assets93,7124,230

Goods and services tax refundable4,4616,398

Income accruals and prepayments14,29712,404

Inventories6270,944269,384

Derivative financial instruments16, 1730,94322,530

Current tax asset1,743-

Other current assets2,5002,500

Total current assets453,000386,390

Non-current assets

Property, plant and equipment81,027,149965,104

Intangible assets959,63139,758

Goodwill964,18965,545

Other investments19110143

Derivative financial instruments16, 175314,084

Right-of-use assets1014,01818,497

Total non-current assets1,165,1501,103,131

Total assets1,618,1501,489,521

LIABILITIES

Current liabilities

Trade and other payables7264,068238,771

Loans and borrowings1233,333102,837

Current tax liabilities-24,561

Derivative financial instruments16, 1710,77014,148

Lease liabilities103,2434,422

Total current liabilities311,414384,739

Non-current liabilities

Loans and borrowings12459,584426,754

Deferred tax liabilities1859,43353,878

Derivative financial instruments16, 178,8304,805

Lease liabilities1011,77514,838

Total non-current liabilities539,622500,275

Total liabilities851,036885,014

Equity

Share capital13464,774268,544

Reserves8,78513,957

Retained earnings15293,555322,006

Total equity attributable to equity holders of the Group767,114604,507

Total liabilities and equity1,618,1501,489,521

20212020

Notes$’000$’000

(restated)

Cash flows from operating activities

Cash receipts from customers1,327,4441,316,076

Cash paid for milk purchased(653,132)(545,792)

Cash paid to other creditors and employees(652,402)(637,181)

Net movement in goods and services tax1,937(2,709)

Income tax payments(7,979)(26,633)

Net cash inflow from operating activities415,868103,761

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired-(72,927)

Interest received44134

Acquisition of property, plant and equipment(116,163)(139,212)

Proceeds from sale of property, plant and equipment1,102242

Acquisition of intangible assets(24,205)(11,483)

Proceeds from sale of intangible assets2,450-

Net cash outflow from investing activities(136,772)(223,246)

Cash flows from financing activities

Proceeds from the issuance of subordinated bonds12-180,000

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

Repayment of borrowings(50,000)(43,224)

Net movement in working capital facility12,5863,211

Interest paid(23,108)(23,048)

Repayment of lease liabilities(4,499)(4,185)

Receipt of cash from issue of shares13196,082-

Net cash inflow from financing activities131,061109,384

Net increase/(decrease) in cash and cash equivalents10,157(10,101)

Cash and cash equivalents at the beginning of the financial year5,88716,007

Effects of exchange rate changes on cash and cash equivalents(24)(19)

Cash and cash equivalents at end of year16,0205,887

PAGE 54 & 55

ANNUAL REPORT 2021

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

Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.

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

Comparative numbers have been restated due to a change in accounting policy. Refer to note 9 for further detail.

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

Pearse Drive Limited, Synlait Business Consulting (Shanghai) Limited, Dairyworks Limited, Dairyworks (Australia) Pty

Limited, and Synlait Milk (Dunsandel Farms) Limited.

Readers of these financial statements should be mindful of the impact of the acquisition of Dairyworks Limited on 1 April

2020 when making comparisons to the year ended 31 July 2020.

Synlait Milk Limited and its subsidiaries are primarily involved in the manufacture and sale of dairy products.

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

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

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

that Act.

REPORTING ENTITY

The financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice.

They comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) and other

applicable Financial Reporting Standards, as applicable for profit oriented entities. The consolidated financial statements

also comply with International Financial Reporting Standards (‘IFRS’).

Certain comparative figures have been reclassified during the year for consistency with the current year presentation and

in account of trivial rounding differences. These classifications had no effect on the reported results of operations.

The financial statements were authorised for issue by the directors on 24 September 2021.

Basis of measurement

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

specific accounting policies.

Functional and presentation currency

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

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

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

BASIS OF PREPARATION

These financial statements include the impact of a number of material events which occurred during the year, including

the renegotiation of key terms of financing arrangements, the issue of new shares by way of an equity raise and share

placement, and multiple financial forecast downgrades. As a result of the COVID-19 pandemic, the Group announced

to the market in the period that it forecast a full year loss for the year ended 31 July 2021. This constituted an indicator

of impairment under NZ IAS 36 “Impairment of Assets” and triggered the impairment testing of all Group assets in

addition to the annual impairment test for goodwill and intangible assets. It was determined that no assets, except for the

immaterial write-offs as noted in notes 8 and 9, were impaired.

COVID-19

In the prior financial year, the World Health Organisation declared a global pandemic because of the international

outbreak and spread of COVID-19. During the year, the COVID-19 pandemic resulted in a shift for Synlait in product

mix from high margin nutritional powders to lower margin ingredient powders due to a significant decrease in demand

for consumer-packaged infant formula. This was a key factor in the forecast earnings downgrades which were

communicated to the market in the year. Current global economic conditions continue to be highly volatile due to the

COVID-19 pandemic. Ongoing uncertainty around the magnitude, duration, and severity of the COVID-19 pandemic

could affect the significant estimates and judgements used in the preparation of the consolidated financial statements.

Management continues to assess the impact of COVID-19 on all aspects of the Group’s supply chain and financial

performance and position, in particular the carrying value of receivables and inventory, the impact of key customer

demand on revenue, the timing of receivables collection on cashflows, impairment of assets such as goodwill and

intangibles, and any impact from currency volatility on the Group portfolio of derivatives.

MATERIAL EVENTS DURING THE YEAR

Transactions and balances

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

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

the functional currency at the exchange rate at that date.

Use of accounting estimates and judgements

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

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

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

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

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

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

of impairment of inventory and property plant and equipment, the capitalisation of costs to intangible assets, and the

assessment of impairment for goodwill and any other indefinite life intangible assets. The individual notes in the financial

statements provide additional information.

NOTES TO THE FINANCIAL STATEMENTS

PAGE 56 & 57ANNUAL REPORT 2021

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

IFRS 9, IAS 39, IFRS 7, IFRS 4, Insurance contracts and IFRS 16 Leases – Interest Rate Benchmark Reform, Phase 2

In August 2020, the IASB issued amendments to IFRS 9, Financial Instruments (IFRS 9), IAS 39, Financial Instruments:

Recognition and Measurement (IAS 39), IFRS 7, Financial Instruments: Disclosures (IFRS 7), IFRS 4, Insurance Contracts

(IFRS 4) and IFRS 16, Leases (IFRS 16) as a result of Phase 2 of the IASB’s Interest Rate Benchmark Reform project. The

amendments address issues arising in connection with reform of benchmark interest rates including the replacement of

one benchmark rate with an alternative one. The amendments are effective for the Group from 1 August 2021.

As at 31 July 2021, these amendments did not affect the Group’s financial statements as it has not yet transitioned any

agreements that are exposed to Inter-bank Offered Rates (IBOR) to an alternative benchmark interest rate. While there

remains some uncertainty around the timing of adoption and the precise nature of an alternative benchmark rate, the

replacement of the rate is not expected to result in a significant change in the Group’s interest rate risk management

strategy or interest rate risk. The Group continues to monitor developments on alternative benchmark interest rates and

expect to transition to alternative rates as widespread market practice is established.

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

or future reporting periods and on foreseeable future transactions.

Implementation of IFRIC agenda decision

During the period the Group recognised the impact of a new IFRIC agenda decision on cloud software costs. Refer to

note 9 (Intangible assets) for further information.

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

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

designated by a shaded area.

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

financial statements, except for a change in accounting policy relating to the implementation of the IFRS

Interpretation Committee’s (“IFRIC”) April 2021 agenda decision on the capitalisation of cloud software costs.

The Group’s financial statements consolidate the financial statements of Synlait Milk Limited and its subsidiaries,

accounted for using the acquisition method, and the results of its associates, accounted for using the equity method.

Intercompany transactions and balances between group companies are eliminated upon consolidation.

BASIS OF CONSOLIDATION

Renegotiation of financing arrangements

As a result of the impact of the forecast earnings downgrades during the period, the Group forecast a potential

breach of covenants which were scheduled to be tested as at 31 July 2021. In response, the Group engaged its

banking syndicate and successfully refinanced its key banking facilities and obtained waivers for the period ended

31 July 2021. Revised terms for all financing arrangements was concluded in July 2021 with new covenant terms

agreed. Refer to note 12 for details of revised loan maturity dates and covenant waivers.

Share issue

In November 2020 the Group completed an issue of ordinary shares and an underwritten share placement for net

proceeds of $196.1 million. The proceeds were used to retire existing debt and fund ongoing capital improvements.

Refer to note 13 for further detail.

Impairment testing

The forecasted full year loss for the Group and resulting decrease in market capitalisation constituted an indicator of

impairment in accordance with NZ IAS 36 “Impairment of Assets.” As a result, all assets, which are allocated to either

the Synlait Milk cash generating unit (CGU) or Dairyworks CGU, were impairment tested (refer to note 9 for further

detail). It was determined that there was no impairment present at a CGU level. Individual assets totalling $2.2m

were determined to be impaired in the year (refer to note 8 and 9 for further detail) and provisioned. In addition,

$1.4m of goodwill and $1.0m of brand assets were derecognised in relation to the sale of the Deep South brand and

related assets.

GOING CONCERN

In preparing these financial statements, the Directors have assessed the Group’s ability to continue as a going concern.

In making this assessment, the Directors have considered the level of debt and facilities the Group had available at 31

July 2021, the Group’s renegotiation of financing arrangements, and the Group’s forecast financial results for the 12

months subsequent to the date of issue of these financial statements. While uncertainties continue to exist as a result of

the COVID-19 pandemic, the Directors consider that the Group is a going concern.

MATERIAL EVENTS DURING THE YEAR (CONTINUED)

PAGE 58 & 59ANNUAL REPORT 2021

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

01 Revenue recognition 61

02 Segment reporting 62

03 Expenses 65

04 Reconciliation of (loss)/profit after income tax to net cash inflow

from operating activities 66

PERFORMANCE01. REVENUE RECOGNITION

Sales of goods

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

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

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

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

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

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

consideration received or receivable, net of returns, discounts, and allowances. Revenue is only recognised to the

extent that it is highly probable that a significant reversal will not occur. The payment terms vary depending on the

individual contracts. No deemed financing components are present as there are no significant timing differences

between the payment terms and revenue recognition.

20212020

$’000$’000

Dairy products1,367,3491,302,025

Other sundry income3,870404

Total income1,371,2191,302,429

The increase in other sundry income is primarily attributable to short-term rental income earned in the period.

PAGE 60 & 61

ANNUAL REPORT 2021

31 July 2020 31 July 202031 July 202031 July 2020
$000’s

(restated)

$000’s$000’s$000’s

(restated)

Nutritionals,

ingredients,

fresh milk

Cheese,

butter,

yoghurt*

EliminationsTotal

External revenue1,209,98092,045-1,302,025

Inter-segment revenue from sale of goods13,296-(13,296)-

Revenue from sale of goods1,223,27692,045(13,296)1,302,025

Net profit/(loss) after tax for the period76,435(2,126)-74,309

Finance income1259-134

Finance expenses(18,661)(1,116)-(19,777)

Depreciation and amortisation(44,831)(2,698)-(47,529)

Income tax (expense)/benefit(27,541)1,197-(26,344)

Total assets1,291,997197,524-1,489,521

Total liabilities(786,450)(98,564)-(885,014)

Net assets505,54798,960-604,507

02. SEGMENT REPORTING

(a) Segment revenues and results

The following is an analysis of the Group’s revenue and results by reportable segment:

Reportable segments

NZ IFRS 8 Operating Segments requires disclosure of information about operating segments, products and

services, geographical areas of operation, and major customers. Information is based on internal management

reports, both in the identification of operating segments and measurement of disclosed segment information.

The Group’s chief operating decision maker is the Synlait Milk Limited Board of Directors (“the Board”). Previously

the Board made resource allocation decisions based on expected cash flows and results of the Group’s operations

as a whole rather than on a segment basis. In prior years, the Group has therefore reported that it operates in one

segment, being the manufacture and sale of fresh milk and milk powder related products.

During the period ended 31 July 2020, the Group acquired selected assets in Talbot Forest Cheese Limited through

its newly incorporated subsidiary Synlait Foods (Talbot Forest) Limited and also acquired Dairyworks Limited. On

31 December 2020, Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited. Following

the acquisition, the Group has determined that the company (and its predecessor companies) operates in the

manufacture and sale of cheese and other products segment, and that this segment exceeds the quantitative

thresholds for a reportable segment under NZ IFRS 8.

As such, although the Group continues to report internally on a consolidated Group basis, the Group has identified

the following segments for external reporting purposes:

• Manufacture and sale of fresh milk and milk powder related products (nutritionals, ingredients, fresh milk).

• Manufacture and sale of cheese and other products (cheese, butter, yoghurt).

The accounting policies of the Group have been consistently applied to the operating segments. Net Profit After

Tax (NPAT) is the measure reported to the chief operating decision-maker for the purposes of resource allocation

and assessment of performance for the Group. A consistent measure has been used for the purpose of reporting

the performance of each operating segment. Inter-segment pricing is determined on an arm’s length basis.

* Results for the 31 July 2020 period for the cheese, butter, yoghurt segment reflect 4 months of results for Dairyworks Limited which

was acquired on 1 April 2020.

(28,451)31 July 202131 July 202131 July 202131 July 2021

$000’s$000’s$000’s$000’s

Nutritionals,

ingredients,

fresh milk

Cheese,

butter,

yoghurt

EliminationsTotal

External revenue1,138,302229,047-1,367,349

Inter-segment revenue from sale of goods12,785-(12,785)-

Revenue from sale of goods1,151,087229,047(12,785)1,367,349

Net (loss)/profit after tax for the period(28,802)351-(28,451)

Finance income1430-44

Finance expense(16,876)(3,612)-(20,488)

Depreciation and amortisation(48,855)(6,117)-(54,972)

Income tax benefit/(expense)10,985(282)-10,703

Total assets1,405,478212,672-1,618,150

Total liabilities(737,675)(113,361)-(851,036)

Net assets 667,80399,311-767,114

PAGE 62 & 63

ANNUAL REPORT 2021

03. EXPENSES
20212020

$’000$’000

restated

The following items of expenditure are included in cost of sales

Depreciation and amortisation45,63838,852

Employee benefit expense80,92678,748

KiwiSaver contributions1,9411,841

Export freight10,84611,104

Rent and storage4,0282,471

Increase in inventory provision6,2571,702

Increase/(decrease) in onerous contract provision1,777(156)

The following items of expenditure are included in sales and distribution expense

Depreciation and amortisation5,5795,936

Employee benefit expense16,17713,137

KiwiSaver contributions419307

Rent and storage1,9711,284

The following items of expenditure are included in administrative and operating expenses

Depreciation and amortisation3,7552,741

Employee benefit expense25,20121,467

KiwiSaver contributions604502

Information services8,2186,897

Directors’ fees829802

Share based payments (recovery)/expense(610)523

Impairment of intangible assets5301,561

Consultancy4,6233,268

Strategic Initiatives1,1811,362

Deloitte services included in administrative and operating expenses

Statutory audit fee270276

Half year accounts review6257

Other assurance services23130

Taxation compliance6953

Total424516

All Group non-current assets are in New Zealand, other than $0.5m (2020: $0.7m) located in China.

(b) Sales by geographical area

The Group operates in one principal geographical area being New Zealand. Although the Group sells to many different

countries, it is understood that a significant portion of both infant nutritional and ingredients sales are ultimately

consumed in China.

The proportion of sales revenue by geographical area is summarised below:

Year ended

31 July 2021

Year ended

31 July 2020

$’000$’000

China14%5%

Rest of Asia24%19%

Middle East and Africa5%8%

New Zealand47%43%

Australia8%22%

Rest of World2%3%

Total100%100%

(c) Major customers

Revenues of approximately 42% (2020: 64%) are derived from the top three external customers.

02. SEGMENT REPORTING (CONTINUED)

PAGE 64 & 65ANNUAL REPORT 2021

04. RECONCILIATION OF (LOSS)/PROFIT AFTER INCOME
TAX TO NET CASH INFLOW FROM OPERATING ACTIVITIES

20212020

$’000$’000

(restated)

(Loss)/profit for the year(28,451)74,309

Non-cash and non-operating items

Depreciation and amortisation of non-current assets50,23642,581

Depreciation of right-of-use assets4,7364,948

Loss on sale of property, plant and equipment100355

Impairment of property, plant and equipment and intangible assets2,2424,761

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

Share of loss/(gain) from associate33(33)

Non-cash share based payments (recovery)/expense(476)523

Interest costs classified as financing cash flow20,48819,777

Interest received classified as investing cash flow(44)(134)

Loss on derecognition of financial assets1,0451,747

Deferred tax7,3298,942

Gain on derivative financial instruments(64)(23)

Unrealised foreign exchange losses246

Movements in working capital

(Increase)/decrease in trade and other receivables(45,323)1,833

Increase in prepayments(1,893)(2,850)

Increase in inventories(1,561)(104,533)

Decrease/(increase) in goods and services tax refundable1,937(2,709)

Increase in trade and other payables31,81434,673

Decrease in current tax liabilities(26,304)(4,659)

Working capital items acquired-27,205

Net cash inflow from operating activities15,868103,761

WORKING CAPITAL

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

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

05 Trade and other receivables 68

06 Inventories 72

07 Trade and other payables 74

PAGE 66 & 67ANNUAL REPORT 2021

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

course of business. If collection is expected in one year or less they are classified as current assets. If not, they are

classified as non-current assets.

Impairment

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

The Group measures the provision for ECL using the simplified approach to measuring ECL which uses a lifetime

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

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

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

have occurred before credit losses are recognised.

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

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

conditions at the reporting date.

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

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

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

Group expects to receive, discounted at the original effective interest rate.

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

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

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

on an instrument-by-instrument basis. All individual instruments that are considered significant are subject to this

approach.

Credit Risk Management

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

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

Group performs credit evaluations on trade customers. The Group continuously monitors the credit quality of its major

receivables and does not anticipate non-performance of those customers, nor has there been historical non-performance

of these customers. The Group also maintains strict controls for any credit reviews such as credit increases.

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

and effective basis.

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

credit risk.

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

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

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

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

In the past seven financial years, the Group has not written off any bad debts, although it has recognised provisions for

debts when collection was considered doubtful. The historical analysis of bad debts on a customer basis assists in the

determination of any increases in credit risk since initial recognition. There are no significant credit risk concentrations

as at 31 July 2021. Three customers represent 70% of the overdue receivables. There were no other forward-looking

indicators to indicate increases in credit risk. Refer to the “material events during the year” section of the accounts for

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

For cash and cash equivalents the Group has determined that all bank balances have low credit risk at each reporting

period as they are held by reputable international banking institutions.

The Group has not changed its overall strategy regarding the management of risk from 2020.

20212020

$’000$’000

Trade receivables101,24356,484

Provision for doubtful and impaired receivables(2,583)(977)

Net trade receivables98,66055,507

Other receivables9,7207,550

Total receivables108,38063,057

PAGE 68 & 69

ANNUAL REPORT 2021

20212020
$’000$’000

Overdue by

0 to 30 days8,3065,950

30 to 60 days673549

Over 60 days4,3302,725

Total overdue trade receivables13,3099,224

(a) Impaired receivables

As at 31 July 2021, trade receivables of $13.3m were overdue (2020: $9.2m). These relate to several independent

customers for whom there is no recent history of default. The majority has since been collected except for $4.7m which

remains unpaid and is expected to be collected in the 2022 financial year.

The aging analysis of these overdue trade receivables is as follows:

(b) Allowance for bad and doubtful receivables

The Group has recognised a loss of $1.5m in relation to unrecoverable trade receivables during the year (2020: $0.4m).

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

estimated receivables impairment under NZ IFRS 9 Financial Instruments (2020: $0.1m).

(c) Trade and other receivables

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

Receivables denominated in currencies other than the functional currency comprise NZ$59.4m (2020: $38.5m) of USD

and AUD denominated trade receivables.

(d) Derecognised financial assets

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

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

the agreements and has determined that substantially all the risks and rewards have been transferred to the banks.

Receivables selected for assignment are with customers with strong credit ratings and good payment histories. This

minimises the risk (and therefore consequences) of late payment or default, as well as resulting in little volatility in

the present value of future cash flows in relation to assigned receivables under the various scenarios detailed in the

terms of the two agreements. An evaluation of external evidence of credit risk has also been performed for each

customer. The Group has assigned $112.4m of receivables as at 31 July 2021 (2020: $131.3m).

The Group has assessed its continuing involvement in the assigned receivables and determined that the fair value

of continuing involvement is immaterial. The Group reassesses the facility for qualification for derecognition at

each reporting date, when the terms of the facility are amended, and assesses each new customer at the initial

assignment of a receivable. No new customers were assigned during the period.

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

Group would be required to pay a late payment charge of $4,550 per day (2020: $5,351) for each day that these

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

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

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

The loss for the period of $1.0m (2020: $1.7m) arising from derecognition of assigned receivables is the discount paid

to the banks for acquiring these receivables.

05. TRADE AND OTHER RECEIVABLES (CONTINUED)

PAGE 70 & 71ANNUAL REPORT 2021

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

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

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

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

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

costs necessary to make the sale.

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous

contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the

obligations under the contract exceed the economic benefits expected to be received under it.

Key management judgement is applied in assessing inventory impairment, and therefore net realisable value

of inventory. Impairment is tested in three ways, stock provision, onerous contracts provision, and inventory

impairment. The stock provision considers the condition of inventory and therefore requires a high level of

management judgement, whereas the onerous contracts and impairment calculations are largely formulaic.

The stock provision tests for the physical impairment of both raw materials and finished goods. Physical impairment

can be for a variety of reasons, including damage, expiry, or obsolescence. Management judgement is required as

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

to net realisable value is required. Management consider historical rework process results and future rework plans

in making that judgement.

Estimates are required in relation to net realisable value, which is the estimated selling price in the ordinary course

of business, less the estimated costs of completion and selling expenses. Net realisable value is determined

by reference to historic achieved market prices, future contracted sales, and global dairy trade auction results.

Reviewing the net realisable values is carried out by management on a monthly basis, using their judgement in

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

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

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

20212020

$’000$’000

Raw materials at cost74,39071,305

Work in progress at cost16,58911,573

Finished goods at cost148,554178,336

Finished goods at net realisable value31,4118,170

Total inventories270,944269,384

Raw material inventories at $74.4m (13,733 MT) have increased slightly from the prior year. (2020: $71.3m, 13,614 MT).

Finished goods have decreased to $180.0m despite holding slightly more product on hand (32,144 MT) (2020: $186.5m,

32,109 MT). The decrease in the value relates to a lower holding of our core infant formula products and a higher

holding of our core commodity products (whole milk powder, skim milk powder and anhydrous milk fat), offset by a

higher season-ending milk price. Finished goods held at net realisable value have increased as a result of a higher stock

condition provision and onerous contracts provision.

The cost of inventories recognised as an expense during the year was $1,300.0m (2020: $1,098.3m). The cost of

inventories recognised as an expense includes $10.1m (2020: $10.9m) in respect of write downs of inventory to net

realisable value.

The total inventory provision as at reporting date was $8.3m, of which $7.6m related to finished goods and $0.7m to

raw materials (2020: $2.0m, $1.8m related to finished goods and $0.2m related to raw materials). The increase primarily

relates to infant formula products on hand that are provisioned to expire because of decreased demand.

In addition, the total onerous contracts provision as at reporting date was $2.1m (2020: $0.3m). Onerous contracts have

increased due to an increased weighted average cost of products on hand at balance date; the most significant driver

being the increase in 2020/21 milk price through the second half of the season.

PAGE 72 & 73ANNUAL REPORT 2021

07. TRADE AND OTHER PAYABLES
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of

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

less otherwise, they are presented as non-current liabilities.

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

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

a short duration are not discounted.

20212020

$’000$’000

Trade payables101,121106,942

Accrued expenses150,378118,854

Employee entitlements12,56912,809

Other payables- 166

Total trade and other payables264,068238,771

Payables denominated in currencies other than the functional currency comprise NZ$4.5m (2020: $11.9m) of USD, EUR, GBP, RMB,

SGD, and AUD denominated trade payables and accruals.

LONG TERM ASSETS

The assets section provides information about the long term investments

made by the Group to operate the business and generate returns to

shareholders. This section includes the following notes:

08 Property, plant and equipment 76

09 Intangible assets 79

10 Leases 85

PAGE 74 & 75ANNUAL REPORT 2021

08. PROPERTY, PLANT AND EQUIPMENT
Recognition and measurement

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

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

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

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

on which they are located where the Group has an obligation to remove and restore.

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

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

substantially ready for its intended use or sale.

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

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

accounted for as separate items of property, plant and equipment.

Subsequent costs

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

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

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

profit or loss as incurred.

Depreciation

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

estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated.

Capital work in progress is not depreciated. The total cost of this work is transferred to the relevant asset category

on the completion of the project and then depreciated.

Estimation and judgement is also required in the selection and application of useful lives. It is management’s best

estimate that the useful lives adopted adequately reflect the flow of resources and the economic benefits required

and derived in the use and servicing of property, plant, and equipment.

The estimated useful lives for the current and comparative periods are as follows:

Buildings 10 - 60 years

Plant and equipment 3 - 35 years

Fixtures and fittings 2 - 25 years

Depreciation methods, useful lives and residual values are reassessed at each reporting date.

Impairment

Estimation and judgement is required in the impairment of property, plant, and equipment. The Group estimates or

exercises judgement in assessing indicators of impairment, forecasting future cash flows, and determining other

key assumptions used for assessing fair values (less costs of disposal) or value in use.

LandBuildingsPlant

and

equipment

Fixtures

and

fittings

Capital work

in progress

Total

$’000$’000$’000$’000$’000$’000

Cost

Balance as at 1 August 201934,957183,039513,20812,774240,209984,187

Additions----129,381129,381

Additions through business combinations1,3504,61026,0602,02123334,274

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

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

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

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

Additions----111,955111,955

Reclassification/transfer23,89033,58459,6794,338(121,491)-

Impairment--(969)-(1,244)(2,213)

Disposals-(185)(3,471)(982)(11)(4,649)

Balance as at 31 July 202160,655324,175776,12128,61856,4171,245,986

Accumulated depreciation

Balance as at 1 August 2019-22,550110,9435,493-138,986

Depreciation (note 3)-6,90929,8693,177-39,955

Impairment--(151)--(151)

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

Balance as at 31 July 2020-29,426138,3618,002-175,789

Depreciation (note 3)-7,39335,0684,379-46,840

Impairment--(500)--(500)

Disposals-(158)(2,188)(946)-(3,292)

Balance as at 31 July 2021-36,661170,74111,435-218,837

Carrying amounts

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

As at 31 July 202160,655287,514605,38017,18356,4171,027,149

PAGE 76 & 77

ANNUAL REPORT 2021

(a) Impairment
During the period, property, plant, and equipment have been examined for impairment. A $1.7m (2020: $3.2m)

impairment charge has been recognised to reflect the write-down of select assets to the higher of their fair value less

costs of disposal (FVLCOD) and value-in-use. Of the $1.7m write-down, $1.2m relates to work in progress costs for

projects which have been indefinitely deferred, and $0.5m relates to the derecognition of assets which were determined

to no longer meet the definition of an asset.

(b) Capital work in progress

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

plant and equipment. Capital work in progress of $56.4m is lower than 2020 ($67.2m) due to the completion of the

Dry Store 4 project and a lower level of capital expenditure in 2021. The current work in progress balance is comprised

primarily of $34.5m (2020 - $1.0m) of costs relating to the Group’s ongoing Pokeno processing upgrade project and the

balance comprises of routine operational capital expenditure.

(c) Capitalised borrowing costs

During the year, the Group has capitalised borrowing costs amounting to $2.3m (2020: $2.1m) on qualifying assets.

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

In the year, borrowing costs were capitalised for the Dry Store 4, Pokeno modifications, and ERP implementation

(refer to note 9) projects.

09. INTANGIBLE ASSETS

Goodwill

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

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

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

impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to cash-generating units (CGU) that are expected to

benefit from the business combination in which the goodwill arose. The recoverable amount of CGUs is the higher

of fair value less costs to sell and value in use. If this recoverable amount is less than the carrying amount of the

CGU an impairment loss is recognised immediately in the profit and loss, and it is not subsequently reversed.

Brands

Purchased brands have been assessed as indefinite life intangible assets, after considering factors such as the

expected use of the assets, the period of legal control, the typical product life cycle of these assets, the industry in

which the assets are operating, and the level of maintenance expenditure required. Purchased brands are initially

recognised at fair value if acquired as part of a business combination, and are tested for impairment annually,

or more frequently if there are any indicators of impairment, on the same basis as goodwill.

Patents, trademarks and other rights

Separately acquired patents, trademarks, and other rights are shown at historical cost. Patents, trademarks,

and other rights have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is

calculated using the straight-line method to allocate the cost of patents, trademarks, and other rights over their

estimated useful lives of 10 to 20 years.

Computer software

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

Development costs that are directly attributable to the design, testing, and implementation of identifiable and

unique software products controlled by the Group are recognised as intangible assets. Amortisation is calculated

using the straight-line method to allocate the cost of computer software over an estimated useful life of 4 years.

08. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

PAGE 78 & 79ANNUAL REPORT 2021

Change in computer software capitalisation policy as a result of the IFRIC agenda decision on cloud software
(software as a service or “SaaS”) implementation costs.

In April 2021 IFRIC released an agenda decision in contradiction of the Group’s historical policy of capitalising cloud

software implementation costs. The agenda decision disallows the capitalisation of costs for the implementation

of cloud software except for costs relating to the development of customised software code where the customer

maintains control of the code and its future benefits.

The Group has historically capitalised implementation phase costs and subsequently depreciated the costs over

the life of the underlying software service contract (over a period not exceeding 4 years). In the year, the Group

made the decision to align its accounting policy with the IFRIC agenda decision and retrospectively derecognise

cloud software implementation costs which had been recognised as intangible assets. The Group has also made

the decision to disallow future capitalisation of cloud software costs except for those instances where the Group

maintains control of any custom software code and has the ability to restrict others’ access to those benefits.

For the avoidance of doubt, the Group’s current ERP implementation of SAP is not within the scope of the agenda

decision as the underlying ERP license is perpetual, on-premise, and the Group has control over the infrastructure

on which the ERP runs.

The change in accounting policy has had the following impacts on the current and prior years presented in these

financial statements:

New Zealand Units (NZU)

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

The units are measured at cost and expensed on a first-in first-out basis. The units are surrendered in May of each

year to meet obligations for the previous calendar year.

Impairment of non-financial assets

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

there is any indication of impairment.

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

A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other

assets and groups.

Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill

allocated to the units and then to reduce the carrying amount of any other assets in the unit (or group of units) on a

pro rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to

the asset.

Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss

has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates

used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or

amortisation, if no impairment loss has been recognised. An impairment loss in relation to goodwill is not reversed.

2021202020192018

$’000$’000$’000$’000

Increase in software expense(585)(1,780)(1,469)(121)

Decrease in depreciation expense91453292-

(Increase)/decrease in tax expense(92)34938634

Increase/(decrease) in profit for the year237(899)(991)(87)

Decrease in intangible assets(2,417)(2,746)(1,498)(121)

Decrease in deferred tax liability67776942034

Decrease in retained earnings1,7401,9771,07887

Decrease in basic and diluted earnings per share ($)0.0010.0050.0060.000

09. INTANGIBLE ASSETS (CONTINUED)

PAGE 80 & 81ANNUAL REPORT 2021

GoodwillBrandsPatents,
trademarks

and other

intangibles

Computer

software

Intangibles

in progress

New

Zealand

Units

Total

$’000$’000$’000$’000$’000$’000$’000

Year ended 31 July 2020

Opening net book amount (restated)6,026-7184,3956,5286,97624,643

Additions (restated)--9083,4559,5484,13818,049

Acquisition through business combination59,51917,545107263160-77,594

Development costs recognised as an asset (restated)--2515(4,404)-(4,364)

Impairment charge----(1,561)-(1,561)

Amortisation charge (restated) (note 3)--(344)(2,281)--(2,625)

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

Closing net book value (restated)65,54517,5451,4145,84710,2718,911109,533

Year ended 31 July 2020

Current-----4,2304,230

Non-current (restated)65,54517,5451,4145,84710,2714,681105,303

Closing net book value (restated)65,54517,5451,4145,84710,2718,911109,533

Year ended 31 July 2021

Opening net book value65,54517,5451,4145,84710,2718,911109,533

Additions---1,24923,1673,67228,088

Development costs recognised as an asset----(1,249)-(1,249)

Impairment (note 3)----(530)-(530)

Amortisation charge (note 3)--(414)(2,982)--(3,396)

Asset disposals/surrendered(1,356)(976)(52)(4)-(2,526)(4,914)

Closing net book value64,18916,5699484,11031,65910,057127,532

Year ended 31 July 2021

Current-----3,7123,712

Non-current64,18916,5699484,11031,6596,345123,820

Closing net book value64,18916,5699484,11031,65910,057127,532

Intangibles in progress of $31.7m at balance date is comprised primarily of project to date spend on the Group’s implementation of an

on-premise, perpetually licensed ERP system.

Opening balances, additions, and amortisation for the year ended 31 July 2020 have been restated to reflect a change in policy

relating to the IFRIC Agenda decision on cloud software costs as detailed in the accounting policy section of this note.

In the year, $1.4m of goodwill and $1.0m of brands were derecognised when the Group disposed of its Deep South ice cream

manufacturing operation.

(a) Impairment tests for indefinite life intangibles

As at 31 July 2021 management has determined that there is no impairment of any CGU’s containing goodwill.

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

(nutritionals, ingredients, fresh milk) and Dairyworks CGU (cheese, butter, yoghurt). The Group’s CGU’s were aligned with

the Group’s operating segments in the year. The impact of this alignment is the reallocation of $6.0m of goodwill and all

other assets from the previous Auckland Blending and Canning CGU to the Synlait Milk CGU.

At 31 July 2021, $58.2m (2020: $59.5m) of goodwill and $16.6m (2020: $17.5m) of brand assets were allocated to the

Dairyworks CGU. $6.0m (2020: $nil) of goodwill and $nil (2020: $nil) of brand assets were allocated to the Synlait

Milk CGU.

The value-in-use calculation uses five-year future cash flows based on Board approved business plans. Based on

projected future cash flows, management has determined that the recoverable amount of each CGU exceeds its carrying

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

20212020

Annual revenue growth rates(7.2%) - 15.3%(0.6%) - 7.9%

Allowance for increase in expenses(9.7%) - 8.6%1.9% - 4.0%

Pre-tax discount rate9.5% - 11.7%10.7% - 15.2%

Terminal growth rate2.0%0.0% - 2.0%

The range of annual revenue growth rates and allowance for increase in expenses is primarily attributable to a significant

drawdown of inventory anticipated over the course of the 2022 financial year, followed by a return to a more balanced

level of inventory in the following year.

09. INTANGIBLE ASSETS (CONTINUED)

PAGE 82 & 83ANNUAL REPORT 2021

Management has carried out a sensitivity analysis and believe that any reasonably possible change in the key assumptions
would not cause the book value of any of the CGU’s, or groups of CGU’s, to exceed their recoverable amount.

(b) Forward cover of emissions units

The following table summarises the Group’s emissions units forward cover as at 31 July 2021.

10. LEASES

20212020

Annual revenue growth rates1.5% - 6.4%(30.0%) - 7.9%

Allowance for increase in expenses2.0% - 4.0%1.9% - 4.0%

Royalty rate3.75% - 4.25%25.0%

Post-tax discount rate11.0%8.5% - 11.2%

Terminal growth rate2.0%0.0% - 2.0%

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

Brand royalty rates for the year ended 31 July 2021 are based on a percentage of revenue (2020: percentage of earnings

before interest and taxes). The impairment testing was modelled using the following key assumptions:

NZUs heldAverage cost per unitTotal

# of units$$’000

2021 (January to July)48,54325.361,231

202299,18525.012,481

2023101,66524.482,489

2024101,66537.673,829

202565140.8527

Total351,70928.5910,057

At 31 July 2021 the total fair value of units held by the group was $17.1m based on a quoted price of $48.60 per unit.

Right-of-use assets and lease obligations

Right-of-use assets are initially measured equal to the corresponding present value of the remaining lease liability.

Subsequent additions are measured at the initial amount of the lease obligation adjusted for any lease payments

made at, or before, the commencement date, plus any initial direct costs incurred, less any lease incentives

received.

The ROU asset is subsequently depreciated on a straight-line basis over the shorter of the term of the lease, or

the useful life of the asset determined on the same basis as the Group’s property, plant and equipment. The ROU

asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease

obligation.

Lease obligations

The lease obligation is initially measured at the present value of lease payments remaining at the lease

commencement date, discounted using the Group’s incremental borrowing rate. Lease payments included in the

measurement of the lease obligation, when applicable, may comprise fixed payments, variable payments that

depend on an index or rate, amounts expected to be payable under a residual value guarantee and the exercise

price under a purchase, extension or termination option that the Group is reasonably certain to exercise.

The lease obligation is subsequently measured at amortised cost using the effective interest method. It is

remeasured when there is a change in future lease payments arising from a change in an index or rate, if there

is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or

if the Group exercises a purchase, extension or termination option. When the lease obligation is remeasured, a

corresponding adjustment is made to the carrying amount of the ROU asset.

The Group does not recognise ROU assets and lease obligations for short-term leases that have a lease term of

twelve months or less or for leases of low-value assets. Payments associated with these leases are recognised as

an operating expense on a straight-line basis over the lease term within costs and expenses on the consolidated

income statement. The Group has also elected to apply a single discount rate to portfolios of leases with

reasonably similar characteristics.

09. INTANGIBLE ASSETS (CONTINUED)

PAGE 84 & 85ANNUAL REPORT 2021

20212020
$’000$’000

LEASE OBLIGATIONS

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

Within one year3,7605,061

Between one and five years11,32515,015

Beyond five years1,455 2,443

Total undiscounted lease obligations16,54022,519

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

Current3,2434,422

Non-current11,77514,838

Total discounted lease obligations15,01819,260

Interest expense on lease obligations for the year ended 31 July 2021 was $0.6m (2020: $0.5m) and is included in finance expense.

Operating lease expense relating to short-term and low-value leases not included in the measurement of lease obligations for the year

ended 31 July 2021 is $1.7m (2020: $1.4m). The Group’s weighted average cost of borrowing at 31 July 2021 was 3.53% (2020: 3.49%).

10. LEASES (CONTINUED)

BuildingsPlant and

equipment

Total

$’000$’000$’000

RIGHT-OF-USE ASSETS

Cost

Balance as at 1 August 20196,7264667,192

Additions and acquisitions6,497606,557

Acquisitions through business combinations8,9927089,700

Foreign exchange differences(9)-(9)

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

Balance as at 1 August 202022,2061,23423,440

Additions and acquisitions-243243

Disposals(3,939)(88)(4,027)

Foreign exchange differences22-22

Balance as at 31 July 202118,2891,38919,678

Depreciation

Balance as at 1 August 2019---

Depreciation4,7022464,948

Foreign exchange differences(5)-(5)

Balance as at 31 July 20204,6972464,943

Depreciation

Balance as at 1 August 20204,6972464,943

Disposals(3,939)(88)(4,027)

Depreciation4,3623744,736

Foreign exchange differences8-8

Balance as at 31 July 20215,1285325,660

Carrying amounts

Balance as at 31 July 202017,50998818,497

Balance as at 31 July 202113,16185714,018

PAGE 86 & 87

ANNUAL REPORT 2021

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

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

the following notes:

11 Finance income and expenses 89

12 Loans and borrowings 90

13 Share capital 92

14 Share based payments 94

15 Reserves and retained earnings 96

11. FINANCE INCOME AND EXPENSES

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

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

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

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

Interest expense on borrowings, bank and facility fees and transaction costs are recognised in the income

statement over the period of the borrowings, using the effective interest rate method, unless such costs relate

to funding capital work in progress. Interest expense on lease obligations are also recognised in the income

statement in accordance with NZ IFRS 16.

20212020

$’000$’000

Interest income on loans and deposits44134

Total finance income44134

Interest and facility fees(22,223)(21,414)

Capitalised borrowing cost2,3252,089

Interest on leases(590)(452)

Total finance costs(20,488)(19,777)

Loss on derecognition of financial assets(1,045)(1,747)

Net finance costs(21,489)(21,390)

PAGE 88 & 89

ANNUAL REPORT 2021

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

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

costs) and the redemption value is recognised in the profit and loss component of the statement of comprehensive

income over the period of the borrowings using the effective interest method.

20212020

Drawn facility

amount

Transaction

costs

Carrying

amount

Drawn facility

amount

Transaction

costs

Carrying

amount

$’000$’000$’000$’000$’000$’000

Working capital facility NZD---68,910-68,910

Working capital facility USD---33,927-33,927

Revolving credit facility33,333-33,333---

Current liabilities33,333-33,333102,837-102,837

Working capital facility NZD60,495-60,495

Working capital facility USD54,928-54,928

Retail bonds180,000(2,353)177,647180,000(2,987)177,013

Revolving credit facility166,667(153)166,514250,000(259)249,741

Non-current liabilities462,090(2,506)459,584430,000(3,246)426,754

(a) Terms of loans and borrowings

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

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

The Group facilities include:

• A secured revolving credit facility (Facility A) of $100m maturing 1 October 2023, with $33.3m amortising 31 July

2022 and 31 July 2023.

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

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

• A secured working capital facility of NZD $250m maturing 1 October 2022 and temporarily increasing by $80m to

$330m in September 2021, stepping down over six months back to $250m in February 2022.

The Group is subject to capital requirements imposed by its banking syndicate through covenants agreed as part of the

lending facility arrangements. The Group had the interest cover ratio, the total debt to EBITDA ratio and senior debt to

EBITDA ratio covenants as at 31 July 2021 waived in the current year. The Group met all other externally imposed capital

requirements for the twelve months ended 31 July 2021 and 31 July 2020.

The following summarises banking covenants effective for the year ending 31 July 2022:

1. Total shareholder funds of no less than $600.0m at all times.

2. Working capital ratio of no less than 1.5x at all times.

3. Interest cover ratio of no less than 3.0x on and from 31 July 2022.

4. Leverage ratio of no greater than 4.5x for the 31 July 2022 reporting date, increasing to no greater than 4.0x on

and from 31 July 2023.

5. Senior leverage ratio of no greater than 3.0x on and from 31 July 2022.

Retail Bonds

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

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

unsecured and unsubordinated. At 31 July 2021, the retail bond had a fair value of $175.0m, based on NZDX valuation.

Nominal interest

rate %

Financial year of

maturity

Carrying

amount 2021

Carrying amount

2020

Secured revolving credit facility (Facility A, B & C) - ANZ/BNZ2.21%2023200,000250,000

Secured working capital facility - ANZ/BNZ - USD1.52%202354,92833,927

Secured working capital facility - ANZ/BNZ - NZD1.96%202360,49568,910

Subordinated retail bonds3.83%2025180,000180,000

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

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

PAGE 90 & 91

ANNUAL REPORT 2021

13. SHARE CAPITAL
Ordinary shares are classified as equity.

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

deduction from the proceeds.

During the reporting period, 59,068 new ordinary shares were granted to participants of the Group’s Long Term Incentive

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

(2020: 83,880). These shares were issued to the participants at no cost. Refer to Note 14 for further information.

On 18 November 2020 32,785,933 shares were granted to participants of an underwritten placement announced on

10 November 2020 for total proceeds of $167.2m. On 1 December 2020 a further 6,429,752 shares were granted to

participants of a share purchase plan for existing shareholders which was also announced on 10 November 2020 for total

proceeds of $32.8m. Total transaction costs for shares issued under the underwritten placement and share purchase

plan were $3.9m for net proceeds of $196.1m.

2021 Shares2020 Shares20212020

$’000$’000

(a) Share capital

Ordinary shares

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

Issue of share capital under employee share plans59,06883,880148470

Issue of share capital under equity raise32,785,933-167,208-

Issue of share capital under underwritten placement6,429,752-32,791-

Transaction costs for issue of share capital--(3,917)-

On issue at end of period218,581,661179,306,908464,774268,544

(b) Ordinary shares

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

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

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

(d) Earnings per share

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

dividing the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the

period. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the number of shares

outstanding to include the effects of all potential dilutive shares.

Basic EPS for the 2021 financial period was (13.77) cents (2020: 41.45). Diluted EPS for the 2021 financial period was

(13.75) cents (2020: 41.35).

(c) Capital risk management

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

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

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

recognised and the Group recognises the need to maintain a balance between the higher returns that might be

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

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

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

PAGE 92 & 93ANNUAL REPORT 2021

14. SHARE BASED PAYMENTS
(a) LTI share scheme

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

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

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

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

date of the award of the PSRs.

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

(“EPS Rights”). The vesting for both TSR Rights and EPS Rights is determined in accordance with progressive

vesting scales.

Synlait Milk Limited’s TSR must be greater than or equal to the 50th percentile of the constituents of the TSR Peer

Group over the assessment period for 50% of the TSR Rights to vest, scaled so that 100% of the TSR Rights vest

if Synlait Milk Limited’s TSR equals or exceeds the 75th percentile of the TSR Peer Group over the assessment

period. The TSR Peer Group is determined as at the date of award of the PSRs.

If Synlait Milk Limited’s EPS over the assessment period equals a Board approved EPS target, 50% of the EPS

Rights vest, scaled so that 100% of the EPS Rights vest if Synlait Milk Limited’s EPS over the assessment period

equals the Board approved EPS target plus 10%.

For either performance hurdle to be met, Synlait Milk Limited’s TSR must be positive over the assessment period.

No exercise price is payable upon exercise of a PSR, Synlait Milk Limited’s ordinary shares being delivered to a

participant for nil consideration. The LTI share scheme is an annual scheme with PSRs granted to Board approved

participants each year, noting however that the annual award is assessed over a three-year period.

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

20212020

Outstanding 1 August334,880472,934

Granted during the year197,276148,005

Forfeited during the year(92,986)(202,179)

Exercised during the year(59,068)(83,880)

Total380,102334,880

2021 PSRs2020 PSRs

Risk free rate0.21%0.83%

Volatility40.27%37.70%

Share price at entitlement date6.979.79

Share price at grant date5.529.1 8

Total value of options granted at grant date ($000’s)468783

20212020

$’000$’000

(Recoveries)/expenses for equity settled share based payment transactions(610)523

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

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

with key assumptions, are listed below:

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

(b) Expenses arising from share based payment transactions

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

expense were as follows:

During the period, 59,068 new ordinary shares were granted to participants of the LTI scheme. See Note 13 for further detail.

PAGE 94 & 95

ANNUAL REPORT 2021

15. RESERVES AND RETAINED EARNINGS
(a) Retained earnings

Movements in retained earnings were as follows:

Group

20212020

$’000$’000

(restated)

Balance 1 August322,006247,697

Net (loss)/profit for the year(28,451)74,309

Balance 31 July293,555322,006

(b) Nature and purpose of reserves

(i) Cash flow hedge reserve

The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow

hedging instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate to hedged

transactions that have not yet occurred.

(ii) Employee benefits reserve

The current year movement in the employee benefits reserve of ($0.6m) (2020: ($0.3m)) is comprised of the cumulative

share based payment expense for share options not yet vested of $0.2m (2020: $0.5m), vesting of rights during the

period of ($0.8m) (2020: $0.5m) and the related movement in deferred tax asset of $nil (2020: ($0.3m)).

(c) Dividends

No dividends were declared by the Group during the year.

FINANCIAL RISK

MANAGEMENT

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

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

This section includes the following notes:

16 Financial risk management 98

17 Financial instruments 106

PAGE 96 & 97ANNUAL REPORT 2021

16. FINANCIAL RISK MANAGEMENT
The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk,

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

commodity derivative contracts.

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

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

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

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

The Group owns 100% of the shares of Dairyworks Ltd (“Dairyworks”). The financial risks to Dairyworks are similar

to the financial risks of the Group. Dairyworks currently has its own separate treasury policy from the Group’s policy

with the need for its own risk management parameters to reflect the business and markets that it operates in. Any

deviation in Dairyworks’ policy from the Group is made explicit in the notes below.

Market risk

Foreign exchange risk

The Group is exposed to foreign currency risk on its sales, which are predominantly denominated in US dollars.

The Group is also exposed to foreign currency risk on the purchase of raw materials for production and capital

equipment purchases from overseas. The Group enters into derivative arrangements in the ordinary course of

business to manage foreign currency risk. These instruments include forward exchange contracts, option collars

and vanilla options. These instruments enable the Group to mitigate the risk the variable exchange rates present to

future cash flows for sales receipts or purchases by fixing or limiting the exchange rate at which these cash receipts

or payments are exchanged into NZ dollars.

In relation to foreign exchange contracts that are entered into based on forecast cash receipts or payments,

variability in the expected timing or amounts of future cash flows can lead to ineffective hedging. To mitigate the

risk of ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into

the future the exposure exists given the increasing uncertainty of cash flows. Additionally, the Group’s policy is that

the proportion of risk exposure to be hedged changes on a monthly basis in response to the movement in market

rates. As at 31 July 2021, the Group has hedged 40% of its exposure to forecast foreign exchange risk on sales, and

25% of its exposure to forecast foreign exchange risk on payables, over the following 2 years.

Interest rate risk

Interest rate risk is the risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market

interest rates. The Group is exposed to interest rate risk primarily through its bank overdrafts and borrowings.

The Group manages its interest rate risk by using interest rate swaps to convert a portion of its floating rate debt to

fixed interest rates in relation to the benchmark interest rate element. As interest rate swaps are entered into based

on forecast debt levels, variability in future cash flows and debt levels can lead to ineffective hedging. To mitigate

the risk of ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further

into the future the exposure exists given the increasing uncertainty of cash flows.

The Group has a Board approved treasury policy that sets the parameters to the extent of the cover taken.

The policy requires the Group to hedge 30% to 80% of its exposure to interest rate risk that matures within 3 years,

20% to 60% of the risk that matures between 3 and 5 years, and 0% to 40% of the risk that matures between 5 and

10 years.

Commodity Price Risk

Dairy commodity price risk is the risk of volatility in profit and loss from the movement in dairy commodity prices to

which the Group may be exposed. Volatility in global dairy commodity prices can have an adverse impact on the

Groups earnings and milk price by eroding selling prices and increasing input costs.

The Group primarily manages its dairy commodity price risk by:

• Determining the most appropriate mix of products to manufacture based on the milk supply curve and global

demand for dairy products;

• Governing the length and terms of sales contracts so that sales revenue is reflective of current market prices

and is, where appropriate, linked to Global Dairy Trade (GDT) prices; and

• Using commodity derivative contracts to manage sales price volatility caused by fluctuations in GDT prices.

The Group has a Board approved treasury policy that sets the parameters under which commodity cover is to be

taken, including permitted derivative types and volume limits.

PAGE 98 & 99ANNUAL REPORT 2021

Credit risk
The Group’s exposure to credit risk is mainly influenced by its customer base and banking counterparties.

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

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

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

all the late payment risk in the derecognition of financial assets, as described in note 5.

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

Liquidity risk

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

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

negotiated banking facilities sufficient to meet its medium-term facility requirements.

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

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

Market risk

(i) Foreign exchange risk

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

20212020

USDAUDEURRMBGBPSGDUSDAUDEUR

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

Trade receivables39,4492,664----23,0393,479-

Trade payables(2,618)(179)(227)(95)(87)(4)(7,142)(605)(243)

Working capital facility(38,260)-----(22,487)--

Total(1,429)2,485(227)(95)(87)(4)(6,590)2,874(243)

20212020

Weighted average

interest rate

Nominal

balance

Weighted average

interest rate

Nominal

balance

%$’000%$’000

Less than 1 year4.36%40,0004.26%57,250

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

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

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

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

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

6 to 7 years-%--%-

(ii) Interest rate risk

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

The above balances include forward start swap contracts for various periods and do not necessarily reflect the current active contracts

held at any one point in time.

In managing interest rate risks, the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the longer

term, however, changes in interest rates will have an impact on profit.

20212020

Weighted average

exchange rate

Nominal

balance

Weighted average

exchange rate

Nominal

balance

USD$’000USD$’000

USD

Exports

Less than 1 year0.6694362,3900.6478379,500

1 to 2 years0.7084174,2000.6318192,050

Imports

Less than 1 year0.7053(37,671)0.6368(46,021)

AUD

Exports

Less than 1 year0.92527,467--

The Group’s exposure to foreign currency in the period ended 31 July 2021 is limited to its sales of dairy products,

purchases of raw materials for production and capital equipment purchases. As at the reporting date, the Group had the

following foreign exchange derivative instruments outstanding in respect of future foreign currency transactions:

16. FINANCIAL RISK MANAGEMENT (CONTINUED)

PAGE 100 & 101ANNUAL REPORT 2021

Post-tax impact on the
Income statement

Post-tax impact on cash

Flow hedge reserve (equity)

2021202020212020

$’000$’000$’000$’000

Interest rates

100 basis point increase in interest rate(3,207)(2,879)8381,252

100 basis point decrease in interest rate3,2072,879(866)(1,303)

Foreign exchange rates

5% increase in exchange rate333-24,50227,127

5% decrease in exchange rate357-(27,067)(29,966)

(iv) Commodity derivatives

During the reporting period the Group entered into a small number of commodity derivative contracts to further support

the Group’s existing financial risk management strategy. The movement in the fair value of the commodity derivatives is

included within the cash flow hedge reserve.

(iii) Sensitivity analysis

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

exchange risk.

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

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

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

whilst keeping the others constant.

Liquidity risk

The total repayments and associated maturity of financial liabilities as at balance date is reported below:

Less than

12 months

Between

1 and 2 years

Between

2 and 5 years

Over

5 years

Total

$’000$’000$’000$’000$’000

At 31 July 2021

Working capital facility-115,423--115,423

Trade and other payables264,068---264,068

Loans and borrowings32,56932,594312,331-377,494

Derivative financial instruments10,7707,1671,663-19,600

Lease liabilities3,2433,0897,2751,41115,018

Total310,650158,273321,2691,411791,603

At 31 July 2020

Working capital facility102,837---102,837

Trade and other payables238,771---238,771

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

Derivative financial instruments14,1488352,7821,18818,953

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

Total360,178153,831287,8524,713806,574

16. FINANCIAL RISK MANAGEMENT (CONTINUED)

PAGE 102 & 103ANNUAL REPORT 2021

Hedging instruments used
In cash flow hedges

Nominal

amount

Carrying amountHedge accounted

amounts in cash

flow reserve

Total cash flow

hedge reserve

AssetsLiabilities Intrinsic value

$’000NZD$’000NZD$’000NZD$’000NZD’000

31 July 2021

Foreign exchange risk

Foreign exchange contracts (USD)499,95530,55916,15014,40914,409

Interest rate risk

Interest rate swaps40,000-3,451(3,451)(3,451)

Commodity price risk

Dairy commodity futures (NZD)13,866198-276276

Total30,75719,60111,23411,234

At 31 July 2020

Foreign exchange risk

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

Interest rate risk

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

Commodity price risk

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

Total36,61418,85517,56417,564

Cash flow hedges

The Group enters into cash flow hedges of highly probable forecast transactions and firm commitments, as described in

accounting policy section of this note.

The above table does not include USD $1.0m (2020: $2.8m) and AUD $7.5m (2020: $0) foreign exchange contracts held by Dairyworks

as it has not elected to cash flow hedge.

Hedging instruments are located within the derivative financial instruments line items in the statement of financial position, classified as

assets or liabilities, current or non-current.

20212020

Effects of cash flow hedges on

statement of comprehensive

income

Hedging gains/(losses)

recognised in other

comprehensive income

Hedge ineffectiveness

recognised in profit

or loss

Hedging gains/(losses)

recognised in other

comprehensive income

Hedge ineffectiveness

recognised in profit

or loss

$’000$’000$’000$’000

Foreign exchange risk

Forward exchange contracts(9,932)-53,551-

Foreign currency collars3,326---

Interest rate risk

Interest rate swaps--339-

Commodity price risk

Dairy commodity futures276-(8)(299)

Total(6,330)-53,882(299)

Impact to reserves in equity

The impact of the Group’s hedge accounting policies on the reserves in equity is presented in the table below:

20212020

Hedge Reserves$’000$’000

Opening balance12,647(26,148)

Movements attributable to cashflow hedges:

Change in value of effective derivative hedging instruments25,94416,841

Reclassifications to the income statement as hedged transactions occurred(32,274)37,041

Tax expense/(credit)1,772(15,087)

Total movement(4,558)38,795

Closing balance8,08912,647

16. FINANCIAL RISK MANAGEMENT (CONTINUED)

PAGE 104 & 105ANNUAL REPORT 2021

17. FINANCIAL INSTRUMENTS
Classification

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

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

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

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

or loss.

(i) Financial instruments at amortised cost

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

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

solely payments of principal and interest.

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

and other receivables as financial assets measured at amortised cost.

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

exception of those classified at fair value.

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

financial liabilities measured at amortised cost.

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

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

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

from such investments are recognised in profit or loss.

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

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

classified as FVPL.

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

Recognition and measurement

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

of the instrument.

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

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

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

or loss are initially recognised at fair value, and transaction costs are expensed in profit and loss.

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

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

or loss. Financial liabilities subsequently measured at amortised cost are measured using the effective interest

method.

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

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

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

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

been transferred in the derecognition of financial assets.

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

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

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

Fair Value Estimation

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

disclosure purposes.

As the Group’s financial instruments, with the exception of retail bonds, are not traded in active markets their fair

value is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that

are based on market conditions existing at each balance date.

PAGE 106 & 107ANNUAL REPORT 2021

All financial instruments held at fair value are included in level 2 of the valuation hierarchy as defined in NZ IFRS 13,
with the exception of the retail bonds, which are included in level 1. The retail bonds are listed instruments on the

NZDX and the Group is satisfied there is sufficient trading in these instruments to qualify as an active market.

The fair value of foreign currency forward contracts is determined using forward exchange rates at balance date.

The fair value of foreign exchange option agreements is determined using forward exchange rates at balance date.

The fair value of interest rate swaps is determined using forward interest rates as at reporting date. The fair value of

commodity derivatives is determined using NZX settlement prices.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when

there is a current legally enforceable right to offset the recognised amounts and there is an intention to settle

on a net basis or realise the asset and settle the liability simultaneously. There are master netting agreements in

place for derivative financial instruments held, however these instruments have not been offset in the statement of

financial position as they do not currently meet the criteria for offset.

Impairment of financial assets

The Group has adopted the expected credit loss (“ECL”) model. For further detail please refer to note 5. The Group

assesses whether there is evidence that a financial asset or group of financial assets is impaired, with the exception

of assets that are fair valued through profit or loss. A financial asset or a group of financial assets can be impaired

and the impairment losses are recognised in accordance with IFRS 9. The Group continues to assess if historical

and future objective evidence of impairment exists after the initial recognition of the asset.

Derivative financial instruments - hedge accounting

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

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

commodity derivative contracts.

Derivatives are initially recognised at fair value at the date the derivative contact is entered into and are

subsequently remeasured to fair value at each reporting date. For derivatives measured at fair value, the gain

or loss that results from changes in fair value of the derivative is recognised in earnings immediately, unless the

derivative is designated and effective as a hedging instrument. Hedges of highly probable forecast transactions or

hedges of foreign currency risk of firm commitments are designated as cash flow hedges by the Group, with the

exception for Dairyworks.

The full fair value of a hedging derivative is classified as a current asset or liability when the remaining term of the

hedged item is 12 months or less from balance date, or when cash flows arising from the hedged item will occur

within 12 months or less from balance date. The full fair value of a hedging derivative is classified as a non-current

asset or liability when the remaining maturity of the hedged item is more than 12 months, and no cash flows will

occur within 12 months of balance date.

(i) Hedge accounting

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

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

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

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

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

instrument that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of

the hedged item.

(ii) Cash flow hedge

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

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

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

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

derivatives, and finance costs for interest rate swaps.

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

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

hedged item.

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

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

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

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

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

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

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

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

(iii) Derivatives that do not qualify for hedge accounting

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

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

17. FINANCIAL INSTRUMENTS (CONTINUED)

PAGE 108 & 109ANNUAL REPORT 2021

At amortised costAt fair value through
other comprehensive

income

At fair value through

profit or loss

Total

Financial assets$’000$’000$’000$’000

At 31 July 2021

Cash and cash equivalents16,020--16,020

Derivative financial instruments--30,99630,996

Trade and other receivables108,380--108,380

Instruments in equity-110-110

Total124,40011030,996155,506

At 31 July 2020

Cash and cash equivalents5,887--5,887

Derivative financial instruments--36,61436,614

Trade and other receivables63,057--63,057

Instruments in equity-143-143

Total68,94414336,614105,701

At amortised costAt fair value through

profit or loss

Total

Financial liabilities$’000$’000$’000

At 31 July 2021

Derivative financial instruments-19,60019,600

Working capital facility115,423-115,423

Lease liabilities15,018-15,018

Trade and other payables264,068-264,068

Loans and borrowings377,494-377,494

Total772,00319,600791,603

At 31 July 2020

Derivative financial instruments-18,95318,953

Working capital facility102,837-102,837

Lease liabilities19,260-19,260

Trade and other payables238,771-238,771

Borrowings426,754-426,754

Total787,62218,953806,575

(a) Financial instruments by category

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

held by Dairyworks.

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

Retail Bond (the fair value of the Retail Bond is shown at note 12).

OTHER

This section contains additional information regarding the performance of the

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

18 Income tax 112

19 Other investments 116

20 Related party transactions 118

21 Contingencies 120

22 Commitments 120

23 Events occurring after the reporting period 121

24 Other accounting policies 121

17. FINANCIAL INSTRUMENTS (CONTINUED)

PAGE 110 & 111ANNUAL REPORT 2021

18. INCOME TAX
Tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss component of

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

income or directly in equity. In this case, tax is also recognised in other comprehensive income or directly in equity,

respectively.

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

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

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

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

tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based

on the laws that have been enacted or substantively enacted by the reporting date.

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

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

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

New Zealand tax consolidated group

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

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

Dairyworks Limited and Synlait Milk (Dunsandel Farms) Limited are not members of the tax consolidated group.

20212020

$’000$’000

(restated)

(a) Income tax expense

Current tax expense

Current tax on loss/profit for the year17,628(21,614)

Current tax on prior period adjustments4044,212

Total18,032(17,402)

Deferred tax expense

Temporary differences(7,204)(6,721)

Changes in tax rates and laws-2,229

Prior year adjustments(356)(4,473)

Change in estimate231-

Tax losses to carry forward-23

Total deferred tax(7,329)(8,942)

Income tax benefit/(expense)10,703(26,344)

(b) Reconciliation of effective tax rate

(Loss)/profit before income tax(39,154)100,653

Income tax using the Group’s domestic tax rate - 28%10,963(28,183)

Non-deductible costs(1,245)(889)

Total9,718(29,072)

Prior year adjustments47(261)

Deferred tax credit relating to changes in tax rates and laws-2,229

Deferred tax credit relating to change in estimate232-

Research and development tax credit750779

Other tax effects for reconciliation between accounting profit and tax expense(44)(19)

Total9852,728

Income tax benefit/(expense)10,703(26,344)

20212020

$’000$’000

(restated)

(c) Imputation credits

Imputation credits available directly and indirectly to the shareholders of the Group84,59098,009

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

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

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

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

a reduction in tax expense of $2.2m in the 2020 financial year as noted above.

PAGE 112 & 113ANNUAL REPORT 2021

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

(e) Deferred taxation

The balance comprises temporary differences attributable to:

Before taxTax benefit/(expense)After tax

$’000$’000$’000

31 July 2021

Cash flow hedges(6,330)1,772(4,558)

Other comprehensive income(6,330)1,772(4,558)

31 July 2020

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

Other comprehensive income53,882(15,087)38,795

20212020

$’000$’000

(restated)

Assets

Tax losses carried forward4923

Other items4,2972,793

Total deferred tax assets4,3462,816

Liabilities

Property, plant and equipment(55,995)(46,863)

Derivatives(3,146)(4,918)

Intangible assets(4,638)(4,913)

Total deferred tax liabilities(63,779)(56,694)

Total deferred tax(59,433)(53,878)

Balance

1 Aug 2020

Recognised

in profit or

loss

Recognised

in other

comprehensive

income

Recognised

directly in

equity

Recognised

from a

business

combination

Prior year

adjustment

Balance 31

July 2021

$’000$’000$’000$’000$’000$’000$’000

Property, plant and equipment(46,863)(8,823)---(309)(55,995)

Derivatives(4,918)-1,772---(3,146)

Other items2,7931,529---(24)4,298

Tax losses carried forward2349---(23)49

Intangible assets(4,913)274----(4,639)

Total(53,878)(6,971)1,772--(356)(59,433)

Balance

1 Aug 2019

Recognised

in profit or

loss

Recognised

in other

comprehensive

income

Recognised

directly in

equity

Recognised

from a

business

combination

Prior year

adjustment

Balance 31

July 2020

$’000

(restated)

$’000

(restated)

$’000$’000$’000$’000$’000

Property, plant and equipment(37,023)(5,572)--227(4,495)(46,863)

Derivatives10,169-(15,087)---(4,918)

Other items2,1281,080-(389)(160)1342,793

Tax losses carried forward11223---(112)23

Intangible assets----(4,913)-(4,913)

Total(24,614)(4,469)(15,087)(389)(4,846)(4,473)(53,878)

The opening deferred tax balance relating to intangible assets and profit or loss impact for the year ended 31 July 2020 has been

restated to reflect a change in accounting policy. Please refer to note 9 for further detail.

18. INCOME TAX (CONTINUED)

PAGE 114 & 115ANNUAL REPORT 2021

19. OTHER INVESTMENTS
Investments in associates

Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling

interest, and has significant influence. Investments in associates are accounted for using the equity method and

are measured in the statement of financial position at cost plus post acquisition changes in the Group’s share of net

assets. Goodwill relating to associates is included in the carrying amount of the investment. Dividends reduce the

carrying value of the investment.

20212020

$’000$’000

Equity securities110110

Investment in associates-33

Total other investments110143

Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:

Equity holding


Name of entity

Country of

incorporation

Class of

shares

2021

%

2020

%

Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary100100

The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary100100

Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary100100

Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary2525

Synlait Business Consulting (Shanghai) Limited (Subsidiary)ChinaOrdinary100100

Synlait Foods (Talbot Forest) Limited (Subsidiary)*New ZealandOrdinary-100

Dairyworks Limited (Subsidiary)New ZealandOrdinary100100

Dairyworks (Australia) Pty Limited (Subsidiary)AustraliaOrdinary100100

Synlait Milk (Dunsandel Farms) Limited (Subsidiary)New ZealandOrdinary100 -

*In December 2020 Synlait Foods (Talbot Forest) Limited was amalgamated with Dairyworks Limited.

Associates

In January 2015, the Group acquired 25% of the shares of Sichuan New Hope Nutritionals, an infant formula company

registered in China. This company owns and markets the “Akara” and “E-Akara” infant formula brands in the Chinese

market, which are exclusively manufactured by Synlait Milk Limited.

The investment is not individually significant to the Group. The Group’s share of this equity accounted investment is

as follows:

The carrying value of the investment in New Hope Nutritionals at balance date:

20212020

$’000$’000

(Loss)/gain from continuing operations(33)33

Total(33)33

20212020

$’000$’000

Opening balance33-

Share of (losses)/gains(33)33

Total-33

PAGE 116 & 117

ANNUAL REPORT 2021

20. RELATED PARTY TRANSACTIONS
Parent entity

Bright Dairy Holding Limited hold 39.01% of the shares issued by Synlait Milk Limited (2020: 39.02%). Bright Dairy

Holding Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples’

Republic of China.

Other related entities

In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all banking

facilities for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is charged at

market rates.

In January 2015, the Group acquired 25% of the shares of Sichuan New Hope Nutritionals, an infant formula company

registered in China. This company owns and markets the “Akara” and “E-Akara” infant formula brands in the Chinese

market, which are exclusively manufactured by Synlait Milk Limited. New Hope Innovation (Hong Kong) Trading Company

Limited is a related entity of Sichuan New Hope Nutritionals and is engaged in the import and export of dairy foods. Main

products include whole milk powder, skim milk powder and whey powder. The company is the Hong Kong arm of the

Chinese New Hope Dairy group, New Hope Dairy.

In May 2017, Synlait Milk Limited acquired 100% of the share capital of The New Zealand Dairy Company Limited and

Eighty Nine Richard Pearse Drive Limited. The New Zealand Dairy Company Limited was constructing a blending and

canning plant in Auckland, which was subsequently sold to Synlait Milk Limited. The New Zealand Dairy Company Limited

is now a non-trading entity. Eighty Nine Richard Pearse Drive Limited owns the land and buildings at which the Auckland

blending and canning plant was constructed. Eighty Nine Richard Pearse Drive Limited leased its land and buildings to

The New Zealand Dairy Company Limited, and now leases them to Synlait Milk Limited.

In May 2019, Synlait Business Consulting (Shanghai) Limited was incorporated. The wholly owned foreign entity started

operations from 1 August 2019 and the principal activity of the entity is to provide services to assist Synlait to market

products in China.

On 1 August 2019, the Group acquired selected assets and liabilities of Talbot Forest Cheese Limited. The acquirer was

a newly incorporated company, Synlait Foods (Talbot Forest) Limited. The acquisition included a cheese manufacturing

plant located in Temuka, New Zealand, capable of manufacturing a variety of cheese products. On 31 December 2020,

Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited.

On 1 April 2020, the Group acquired 100% of the share capital in Dairyworks Limited. Dairyworks Limited specialises

in the processing, packaging, and marketing of dairy products, including cheese, butter, and milk powder. Dairyworks

Limited owns an Australian subsidiary, Dairyworks (Australia) Pty Limited. Refer to the Group’s 31 July 2020 financial

statements for additional information regarding the acquisition of Dairyworks Limited.

On August 2020, Synlait Milk (Dunsandel Farms) Limited was incorporated for the purposes of holding newly acquired

land located adjacent to the Group’s Dunsandel Operations.

Key management and personnel compensation

Other than their salaries and bonus incentives, there are no other benefits paid or due to directors and executive officers

as at 31 July 2021. The total short-term benefits paid to the key management and personnel is set out below.

20212020

$’000$’000

Short term benefits7,1216,398

Share based payments expenses (note 14)(610)523

20212020

$’000$’000

Purchase of goods and services

Bright Dairy and Food Co Ltd - Directors fees267259

Sale of goods and services

Bright Dairy and Food Co Ltd - Sale of milk powder products10,1754,074

New Hope Innovation (Hong Kong) Trading Company Limited - Sale of milk powder products1,2681,773

(b) Transactions with other related parties

(a) Other transactions with key management personnel or entities related to them

Information on transactions with key management personnel or entities related to them, other than compensation, are

set out below.

(i) Loans to directors

There were no loans to directors issued during the period ended 31 July 2021 (2020: $nil).

(ii) Other transactions and balances

Directors of Synlait Milk Limited own and control 2.4% of the voting shares of the company at balance date (2020: 3.0%)

PAGE 118 & 119ANNUAL REPORT 2021

(c) Outstanding balances
The following balances are outstanding at the reporting date in relation to transactions with related parties other than key

management personnel:

20212020

$’000$’000

Current receivables (sales of goods and services)

Bright Dairy and Food Co Ltd - Sale of milk powder products3,040-

Bright Dairy and Food Co Ltd - Reimbursement of costs(583)(492)

Sichuan New Hope Nutritionals Ltd - Sale of milk powder products-(71)

Sichuan New Hope Nutritionals Ltd - Other costs559292

New Hope Innovation (Hong Kong) - Sale of milk powder products272-

22. COMMITMENTS

(a) Capital commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have been

included as work in progress.

20212020

$’000$’000

Pokeno modifications16,094-

Pokeno processing plant2,45010,264

Liquid dairy packaging facility-1,188

ERP Implementation6,657-

Separator capacity upgrade-419

Dry Store 475814,100

Pokeno waste water Initiative-571

Dunsandel land and farm assets-25,700

Total25,95952,242

21. CONTINGENCIES

No significant contingent liabilities are outstanding at balance date (2020: indeterminable due to a range of possible

outcomes for the Pokeno land covenant dispute which was settled in the year).

23. EVENTS OCCURRING AFTER THE REPORTING PERIOD

On 17 August 2021 the New Zealand Government, as part of its COVID-19 response, moved the country to Alert Level

4, subsequently moving to Level 3 on 31 August 2021 and Level 2 on 7 September 2021, except for Auckland which

remained at Level 4 until 21 September 2021 when it moved to Level 3. The changes in domestic alert levels are not

expected to result in any further material negative impact to the Group’s financial performance.

On 8 September 2021, the Group announced the proposed restructuring of its workforce. The proposal is not expected

to result in any material restructuring related costs or liabilities.

On 9 September 2021 the Group announced the sale and leaseback of a building and related land located in Auckland.

The sale price is $30.1m with settlement expected to occur on 4 October 2021. The book value of the building and

related land as at 31 July 2021 was $12.2m.

There were no other events which occurred subsequent to balance date which require adjustment to or disclosure in the

financial statements.

24. OTHER ACCOUNTING POLICIES

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and cash held on trust by Tax Management New

Zealand Ltd.

Goods and Services Tax (GST)

The profit and loss components of the statement of comprehensive income have been prepared so that all components

are stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

20. RELATED PARTY TRANSACTIONS (CONTINUED)

PAGE 120 & 121ANNUAL REPORT 2021

INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS OF SYNLAIT MILK LIMITED

KEY AUDIT MATTER

Opinion

We have audited the consolidated financial statements of Synlait Milk Limited and its subsidiaries (the ‘Group’), which

comprise the consolidated statement of financial position as at 31 July 2021, and the consolidated income statement,

statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then

ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 51 to 121, present fairly, in all material

respects, the consolidated financial position of the Group as at 31 July 2021, and its consolidated financial performance

and cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International Standards on

Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 International Code of Ethics

for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand

Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ International

Code of Ethics for Professional Accountants (including International Independence Standards), and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor and the provision of other assurance and taxation compliance services, we

have no relationship with or interests in the Company or any of its subsidiaries. These services have not impaired our

independence as auditor of the Company and Group.

Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the Group that

in our judgement would make it probable that the economic decisions of a reasonably knowledgeable person would be

changed or influenced (the ‘quantitative’ materiality). In addition, we also assess whether other matters that come to our

attention during the audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’

materiality). We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $4,600,000.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit of

the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

Goodwill and Brands Impairment Assessment

At 31 July 2021 the Group has $64.2m of goodwill and $16.6m of

brands on the balance sheet as outlined in Note 9.

The carrying values of goodwill and brands are dependent on the

future cash flows expected to be generated by the underlying

businesses, and there is a risk if these cash flows do not meet the

Group’s expectations that the assets may be impaired.

The Group tests goodwill and brands at least annually by

determining the recoverable amount (the higher of value-in-use

or fair value less costs to sell) of the individual assets where

possible, or otherwise the cash generating units, or groups of cash

generating units, to which the assets belong and comparing the

recoverable amounts of the assets to their carrying values.

The impairment calculations prepared by the Group contain a

number of significant assumptions. Changes in these assumptions

might lead to a change in the carrying value of brands and goodwill.

The Group has calculated the recoverable amount of brands based

on fair value using the relief from royalty method.

The key assumptions applied in the above model are:

• Annual revenue and expense growth rates for the 5 year

forecast period;

• post-tax discount rates;

• royalty rates; and

• terminal growth rates.

The Group has calculated the recoverable amount of each cash

generating unit (“CGU”) or group of CGU’s to which goodwill has

been allocated based on value-in-use models. The key assumptions

applied in the value-in-use models are:

• Annual revenue and expense growth rates for the 5 year

forecast period;

• pre-tax discount rates; and

• terminal growth rates.

In addition, the outbreak of COVID-19 and the subsequent

quarantine measures imposed by the New Zealand and other

governments as well as the travel and trade restrictions imposed

by New Zealand and other countries have caused disruption to

business and economic activity. The impact (known or expected) as

a result of the above for the Group needs to be factored in to the

annual brand and goodwill impairment assessment.

HOW OUR AUDIT ADDRESSED

THE KEY AUDIT MATTER

We considered whether the Group’s methodology for assessing

impairment is compliant with NZ IAS 36: Impairment of Assets.

We focused on testing and challenging the suitability of the models

and reasonableness of the assumptions used by the Group in

conducting their impairment reviews.

Our procedures included:

• Agreeing a sample of future cash flows to Board approved

forecasts;

• Challenging the reliability of the Group’s revenue and expense

growth rates by comparing the forecasts underlying the

growth rates to historical forecasts and actual results of the

underlying businesses (where applicable). This also included

consideration of the impact of COVID-19 on both forecast

revenue and profitability of the CGU’s and brands;

• Assessing the reasonableness of key assumptions and

changes to them from previous years; and

• Assessing management’s determination of cash generating

units and our understanding of the Group’s business and

operating environment.

We used our internal valuation specialists to assist with evaluating

the models and challenging the Group’s key assumptions.

The procedures of the specialist included:

• Evaluating the appropriateness of the valuation methodologies;

• Testing the mathematical integrity of the models;

• Evaluating the Group’s determination of the post-tax

discount rates and royalty rates used in the models through

consideration of the relevant risk factors for each CGU and

brands, the cost of capital for the Group, and market data on

comparable businesses; and

• Comparing the terminal growth rates to market data for the

industry sectors.

We evaluated the sensitivity analysis performed by management

to consider the extent to which a change in one or more of the

key assumptions could give rise to impairment in the goodwill and

indefinite life intangible assets.

PAGE 122 & 123ANNUAL REPORT 2021

KEY AUDIT MATTER
Capitalisation of Software Assets

In April 2021 IFRIC released an agenda decision clarifying the

capitalisation of certain costs related to software implementation,

particularly in circumstances where entities use Software as a Service.

The agenda decision disallows the capitalisation of costs for the

implementation of software as a service arrangements except for

costs relating to the development of customised software code where

the customer maintains control of the code and its future benefits.

As outlined in Note 9, during the year the Group has aligned its

accounting policy to the IFRIC interpretation.

The Group has undertaken an assessment of its previously capitalised

software assets, including those capitalised as part of the current year

ERP implementation, in order to:

1. Determine whether each capitalised asset is within the scope of

the IFRIC agenda decision;

2. Whether historical adjustments are necessary to align previously

capitalised costs to the new accounting policy.

The work undertaken by the Group identified certain historical projects

that did not meet the capitalisation criteria under the new accounting

policy, and which have been adjusted as a restatement of the prior

period financial statements as set out in note 9.

Given the significance of the current year ERP implementation a

detailed assessment of this project has also been undertaken by

management to identify the nature of all costs incurred for the ERP

project and an assessment whether these are capital in nature. To the

extent costs did not meet the capitalisation criteria these have been

expensed in the year ending 31 July 2021 consistent with when the

costs were incurred.

These items are considered a key audit matter due to the complexity

in applying the change of accounting policy to historical projects, as

we all the significance of the ERP implementation project. In particular

we note the following judgements:

• The evaluation of whether historical and current software assets

are within the scope of the IFRIC agenda decision; and

• The decision to capitalise or expense costs relating to the

ERP implementation. This decision depends on whether the

expenditure is considered to relate to development costs that

are directly attributable to the design, testing and implementation

of identifiable and unique software products controlled by the

Group and is guided by the IFRIC agenda decision.

HOW OUR AUDIT ADDRESSED

THE KEY AUDIT MATTER

Our audit procedures included:

• Discussions with management to understand the process

undertaken and context in which management performed its

assessment of the historical capitalised software assets and

current year ERP implementation.

• Reviewing the management assessment of previously capitalised

costs, including the impact of the change in accounting policy.

• Selecting a sample of costs from the management assessment

to ensure the nature of these costs were consistent with

managements assessment and the decision to adjust / not adjust

was aligned to the IFRIC agenda decision.

• Reviewing the fixed asset register to ensure that all material

historical capitalised costs were included in the assessment.

• Reviewing the relevant contractual arrangements for capitalised

assets including those relating to the current year ERP

implementation.

• Reviewing and challenging key judgements in determining which

costs are deemed to be in relation to Software as a Service

arrangements.

• Obtaining breakdowns of costs incurred for the ERP

implementation and performing substantive tests of details in

relation to the costs capitalised to ensure such costs qualified as

capital costs.

• Reviewing presentation and disclosure of the change in

accounting policy, including the correction of previously

capitalised costs in the current year.

Other information

The directors are responsible on behalf of the Group for the other information. The other information comprises the

information in the Annual Report that accompanies the consolidated financial statements and the audit report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any

form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially inconsistent with the consolidated

financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If so, we are

required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the consolidated financial statements

The directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial

statements in accordance with NZ IFRS and IFRS, and for such internal control as the directors determine is necessary to enable

the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs and ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located on the

External Reporting Board’s website at: xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/

audit-report-1

This description forms part of our auditor’s report..

Restriction on use

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might

state to the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the

Company’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Mike Hawken

Partner for Deloitte Limited

Christchurch, New Zealand

24 September 2021

PAGE 124 & 125ANNUAL REPORT 2021

Synlait Dunsandel’s pink health
and safety walkway provides a

healthy and efficient way for staff

and contractors to get around site.

The pathway gives staff moving

between the administration building

and our Advanced Dairy Liquid

Packaging Facility – a distance

of 420m – a choice of an internal

corridor or external pathway, and

the opportunity to walk or cycle to

buildings along the pathway route.

The pink, three metre wide dual lane

pathway is well defined, has right of

way, and stands out from the road.

The non-slip aggregate surface

makes it suitable for alternate modes

of transport as well as walkers, and

the well thought-out road signs

add another safety dimension.

It continues to be a huge success.

KEEPING OUR

PEOPLE SAFE

The pink pathway at Synlait Dunsandel provides

a safe and healthy way for staff to get around site.

PAGE 126 & 127ANNUAL REPORT 2021

The Synlait Dunsandel staff cafe provides ample
space for staff to connect over their breaks.

STATUTORY

INFORMATION

Synlait is a milk nutrition company. We combine expert farming with state-of-the-art processing to produce a range of

nutritional milk products.

On 3 August 2020, Synlait Milk (Dunsandel Farms) Limited was incorporated to hold newly acquired farmland adjacent

to our Dunsandel facility. The acquisition of the farmland enables us to pursue several strategic supply chain and

sustainability initiatives that will support Synlait Dunsandel’s long-term operation and expansion.

On 31 December 2020, Synlait Foods (Talbot Forest) Limited was amalgamated into Dairyworks Limited to reflect the

operational integration of the two companies.

There were no other changes to the Company or its subsidiaries during the year.

01. BUSINESS OPERATIONS

ANNUAL REPORT 2021PAGE 128 & 129

Synlait’s Directors are profiled on our website synlait.com/people/. This table sets out the directors of the Synlait group
companies as at 31 July 2021, with changes during the financial year also noted:

Synlait has considered the independence of its three Independent Directors against the definition in the NZX Listing

Rules, the commentary to Recommendation 2.4 in the Code, and its Board Charter and is satisfied that its Independent

Directors meet the requirements for independence.

As permitted by waivers from the NZX Listing Rules, Bright Dairy Holding Limited, a shareholder in Synlait, is entitled to

appoint four directors to Synlait’s Board. One of those Directors must ordinarily reside in New Zealand and have local

commercial and governance experience appropriate for an NZX listed company. Currently that Director is the Hon. Ruth

Richardson.

02. DIRECTORS

Company Directors AppointmentAppointed

Synlait Milk Limited

Synlait Milk Finance Limited

Graeme Milne ONZM (Chair) Independent23 March 2006

Sam Knowles Independent4 July 2013

Simon RobertsonIndependent25 November 2020

1

Dr John PennoBoard Appointed21 July 2013

2

Hon. Ruth RichardsonBright Dairy Appointed16 November 2009

3

Sihang YangBright Dairy Appointed11 November 2010

Qikai LuBright Dairy Appointed8 December 2015

Min BenBright Dairy Appointed29 November 2016

Bill RoestIndependent8 May 2013

4

The following declarations of interest were made by Directors of Synlait and its subsidiaries under section 140(2) of the

Companies Act 1993 during the year to 31 July 2021:

03. DIRECTOR INTERESTS

Graeme Roderick Milne ONZM

Chairman Synlait Milk Limited

Chairman Pro-Form Limited Advisory Board until 28 February 2020

Chairman Braemar Hospital Limited from 1 October 2020

Director Synlait Milk Finance Limited

Director Eighty Nine Richard Pearse Drive

Director The New Zealand Dairy Company Limited

Director of Dairyworks Limited until 10 November 2020

Chairman Terracare Fertilisers Limited

Director Alliance Group Limited

Director Elviti Holdings Limited until 14 August 2020

Director NZP Holdings Limited until 14 August 2020

Director New Zealand Pharmaceuticals Limited until 14 August 2020

Director of Nyriad Limited until 21 October 2020

Director Nyriad Trustee Services Limited from 21 October 2020

Director of Nyriad Nominee Limited

Chairman of PF Olsen Limited

Director PF Olsen Group Ltd

Chairman of Advisory Board Rimanui Farms Limited

Council member Waikato University

Member of Zespri Director Remuneration Committee

Trustee Rockhaven Trust

Partner GR & JA Milne

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Company Directors

The New Zealand Dairy

Company Limited

Graeme Milne ONZM (Chair)

Deborah Marris

Eighty Nine Richard Pearse

Drive Limited

Graeme Milne ONZM (Chair)

Deborah Marris

Synlait Business Consulting

(Shanghai) Co., Limited

Deborah Marris

Martijn Jager (Chair)

Boyd Williams

Synlait Foods (Talbot Forest) LimitedLeon Clement until 31 December 2020

Dairyworks LimitedDr John Penno (Chair) until 10 November 2020, and then re-appointed on 28 April 2021

Graeme Milne until 10 November 2020

Leon Clement until 28 April 2021

Sam Knowles until 10 November 2020

Tim Carter

Dairyworks Australia (Pty) LimitedCraig Stevens

Deborah Marris

Synlait Milk (Dunsandel Farms) LimitedLeon Clement until 28 April 2021

Angela Dixon until 20 May 2021

Deborah Marris

1

Simon was elected to the Board by Synlait’s shareholders at the Annual Meeting held on 25 November 2020.

2

John had previously been a Director of Synlait Limited, which has since been removed from the Register of Companies. When first appointed

to the Board of Synlait Milk Limited, John was CEO and Managing Director. In November 2018, following stepping down as CEO, he became

the Board Appointed Director. In May 2021 John became Interim CEO following the resignation of Leon Clement. John remains the Board

Appointed Director.

3

When first appointed to Synlait Milk Limited, Ruth was an Independent Director. In 2013, she became a Bright Dairy appointed Director.

4

Bill retired from the Board on 25 November 2020 at Synlait’s Annual Meeting.

5

Synlait Foods (Talbot Forest) Limited was amalgamated with Dairyworks Limited on 31 December 2020.

PAGE 130 & 131

ANNUAL REPORT 2021

Simon Robertson
Director Synlait Milk Limited from 25 November 2020

Director Synlait Milk Finance Limited from 25 November 2020

Director Alliance Group Limited from 21 June 2021

Director Ballance Agri-Nutrients Limited

Director Independent Timber Merchants Co-operative Limited

Trustee Robertson Family Trust

Trustee Norman Family Trust

Trustee G R Foot Trust

Shareholder in Synlait Milk Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Dr John William Penno

Board Appointed Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Dairyworks Limited until 10 November 2020, and then from 28 April 2021

Director Sichuan New Hope Nutritional Foods Co., Limited until 24 August 2020

Director Okuora Holdings Limited

Director Wangapeka River Hops Limited

Director The Pure Food Co Limited

Director Leaft Foods Limited

Director Thorndale Dairies Limited

Director The New Zealand Merino Company Limited from 15 October 2020

Trustee John Penno Trust

Shareholder in Okuora Holdings Limited (and through Okuora Holdings Limited, Pastoral Robotics Limited, Signum Holdings Limited

and The Pure Food Co Limited)

Shareholder Leaft Foods Limited

Shareholder in Thorndale Dairies Limited

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Qikai Lu

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Hon. Ruth Margaret Richardson

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Ruth Richardson (NZ) Limited

Chair New Zealand Merino Company Limited until 15 October 2020

Director Bank of China (NZ) Limited until 11 March 2021

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Ian Samuel (Sam) Knowles

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Director of Dairyworks Limited until 10 November 2020

Director Rangatira Limited

Director Westpac New Zealand Limited from 20 September 2021

Director Fire Security Services 2016 Limited

Director Umajin Limited

Chairman On-Brand Limited

Director On-Brand Partners Limited

Chairman CFB Group Inc from December 2020

Chairman Adminis Limited

Director Magritek Limited until 30 June 2021

Director Com Investments Limited

Director Growthcom Limited

Director of Montoux Limited

Trustee Ruby Family Trust

Trustee WWF NZ

Trustee Com Trust

Trustee Ian Samuel Knowles Children’s Trust

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

PAGE 132 & 133

ANNUAL REPORT 2021

Leon Clement
8

Director Synlait Foods (Talbot Forest) Limited until 31 December 2020

Director Synlait Milk (Dunsandel Farms) Limited until 28 April 2020

Director of Dairyworks Limited until 28 April 2020

Director POD Farming Limited until 16 November 2020

Shareholder POD Farming Limited until 16 November 2020

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Boyd Williams

Director Synlait Business Consulting (Shanghai) Co. Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Angela Dixon

9

Director Synlait Milk (Dunsandel Farms) Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Martijn Jager

Director Synlait Business Consulting (Shanghai) Co. Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Tim Carter

Director Dairyworks Limited from 10 November 2020

Director Niko Holdings 2003 Limited

Shareholder Tatahi Holdings Limited

Shareholder Niko Holdings 2003 Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Robert Stowell

Sidewinder Capital Limited

DRKM Holdings Limited

The Bucket List Company Limited

Deborah Marris

Director Synlait Business Consulting (Shanghai) Co. Limited

Director Primary Collaboration New Zealand Limited

Director Synlait Milk (Dunsandel Farms) Limited from 20 May 2021

Director Eighty Nine Richard Pearse Drive Limited from 20 May 2021

Director Canterbury Grasslands Limited from 1 June 2021

Director BFGM Limited

Shareholder BFGM Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

No Director requested to disclose or use information in their possession as a Director of Synlait or its subsidiaries that

would not otherwise have been available to him or her. As permitted by section 162 of the Companies Act 1993 and our

Constitution Synlait indemnifies and insures Directors and Officers against liability to other parties that may arise in the

course of their activities as a Director or Officer. Details of the indemnities and insurance are kept in Synlait’s Interests

Register. This cover does not apply to any liabilities arising from criminal or reckless acts by our Directors or Officers.

7

Bill retired from the Board on 25 November 2020 at Synlait’s Annual Meeting.

8

Resigned as Synlait CEO in April 2021.

9

Resigned at CFO in May 2021.

Min Ben

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Sihang Yang

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Willem Jan (Bill) Roest

7

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Housing Foundation Limited

Trustee New Zealand Housing Foundation

Trustee WJ & IJ Family Trust

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

PAGE 134 & 135

ANNUAL REPORT 2021

This table sets out the relevant interests held by Directors in securities issued by Synlait:
05. DIRECTOR HOLDINGS

Directors Securities held (legally or beneficially) as at 31 July 2021Securities held (legally or beneficially) as at 31 July 2020

Graeme Milne ONZM 82,556 ordinary shares72,753 ordinary shares

Sam Knowles64,803 ordinary shares55,000 ordinary shares

Simon Robertson13,324 ordinary shares 0

Dr John Penno5,109,803 ordinary shares 5,100,000 ordinary shares

Hon. Ruth Richardson66,025 ordinary shares56,222 ordinary shares

Min Ben 0 0

Qikai Lu00

Sihang Yang00

Bill Roest

12

30,495 ordinary shares 27,750 ordinary shares

This table sets out total remuneration and the value of other benefits received by Synlait Directors during the year

ended 31 July 2021:

Directors Role Remuneration

Graeme Milne ONZMDirector

Board Chair

$178,000

Sam KnowlesDirector

People, Environment and Governance

Committee Chair

$100,900

Simon Robertson

11

Director

Audit and Risk Committee Chair

$71,169

Dr. John PennoDirector $88,900

Hon. Ruth RichardsonDirector$88,900

Min Ben Director $88,900

Qikai LuDirector $88,900

Sihang YangDirector$88,900

Bill Roest

12

Director

Audit and Risk Committee Chair

$33,186

The annual fees paid to Directors of Synlait, as approved by shareholders on 27 November 2019 and effective 1

April 2020, are:

04. DIRECTOR REMUNERATION

Directors, excluding the Chair and Committee Chairs$88,900

Board Chair$178,000

Audit and Risk Committee Chair$104,150

People Environment and Governance Committee Chair$100,900

For the purposes of section 148(2) of the Companies Act 1993, the following disclosures were made by the

Directors in respect of the increases in their shareholdings as part of the issue of new shares completed by Synlait

on 1 December 2020:

DirectorsNew ordinary shares subscribed for PriceTransaction Date

Graeme Milne ONZM9,803 ordinary shares$5.10 per ordinary share1 December 2020

Sam Knowles9,803 ordinary shares$5.10 per ordinary share1 December 2020

Simon Robertson3,325 ordinary shares$5.10 per ordinary share1 December 2020

Dr John Penno9,803 ordinary shares$5.10 per ordinary share1 December 2020

Hon. Ruth Richardson9,803 ordinary shares$5.10 per ordinary share1 December 2020

Sihang Yang0N/A

Qikai Lu0N/A

Min Ben0N/A

Bill Roest

10

2,745 ordinary shares$5.10 per ordinary share1 December 2020

10

Bill retired from the Board on 25 November 2020 at Synlait’s Annual Meeting.

Fees are not paid to Directors or employees of Synlait for acting as a Director of any Synlait subsidiaries.

11

Simon was elected to the Board by Synlait’s shareholders at the Annual Meeting held on 25 November 2020.

12

Bill retired from the Board on 25 November 2020 at Synlait’s Annual Meeting.

PAGE 136 & 137

ANNUAL REPORT 2021

In the year to 31 July 2021, Synlait’s total payments to its auditors, Deloitte, were as follows:
08. AUDITORS

Dairyworks Limited, a subsidiary of Synlait, made cheese donations to a value of $11,200 in the year to 31 July 2021.

These were the only donations made by the Synlait group in the financial year.

07. DONATIONS

Chief Executive Officer Remuneration

The table below sets out remuneration paid to Synlait’s Chief Executive Officer in the year to 31 July 2021:

RemunerationLeon Clement

13

Dr John Penno

14

Salary$915,236N/A

Total fees paidN/A$249,999 plus GST

KiwiSaver employer contribution$27,457N/A

Medical insurance employer contribution$1,096N/A

Short term incentive scheme

15

N/AN/A

Long term incentive scheme$109,828N/A

Total remuneration$1,053,617$249,999 plus GST

Audit and assurance fees$355,753

Tax compliance and accounting fees$69,217

Percentage non-audit 16%

Percentage audit 84%

During the year ended 31 July 2021, 391 employees (including former employees) of Synlait and its subsidiaries (not being

Directors) received remuneration and other benefits, in their capacity as employees, of $100,000 or more, as set out below:

06. EMPLOYEE REMUNERATION

Salary bracket ($)Number of employees

100,000 – 110,000 103

110,000 – 120,00066

120,000 – 130,00061

130,000 – 140,00021

140,000 – 150,00032

150,000 – 160,00025

160,000 – 170,00010

170,000 – 180,00016

180,000 – 190,0007

190,000 – 200,0003

200,000 – 210,00010

210,000 – 220,0008

220,000 – 230,0006

240,000 – 250,0001

250,000 – 260,0003

260,000 – 270,0002

280,000 – 290,0001

340,000 – 350,0002

350,000 – 360,0001

380,000 – 390,0001

410,000 – 420,0001

430,000 – 440,0003

470,000 – 480,0002

480,000 – 490,0002

500,000 – 510,0001

550,000 – 560,0002

1,050,000 – 1,060,0001

Total391

These figures also include the value of shares issued to employees under the 2018 Long Term Incentive Scheme during the year

to 31 July 2021.

Synlait’s Strategic Remuneration Policy is approved by Synlait’s People, Environment and Governance Committee. That

Committee also reviews and recommends to the Board the remuneration of the Chief Executive Officer and the Executive

Leadership Team.

13

Leon resigned as CEO with effect from 28 April 2021.

14

John assumed the role of Interim CEO with effect from 1 May 2021.

15

Synlait does not pay short term incentives.

PAGE 138 & 139

ANNUAL REPORT 2021

According to notices given under section 280(1)(b) of the Financial Markets Conduct 2013, the following are Synlait’s
substantial product holders as at 31 July 2021. The number of shares owned is as advised by the shareholder in their last

Substantial Security Holder Notice.

Substantial Product HolderNumber of ordinary shares in

which relevant interest is held

Percentage of 218,581,661 Ordinary

Shares on issue owned as at 31 July 2021

Bright Dairy Holding Limited85,266,60539.0

The a2 Milk Company Limited43,352,50919.8

FIL Group Limited18,462,8778.4%

Total147,081,99167.2%

Synlait had the following securities on issue as at 31 July 2021:

• 218,581,661 ordinary shares

• 180,000,000 subordinated bonds.

Set out below are Synlait’s 20 largest shareholders as at 31 July 2021:

10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS

Number of shares held Percentage of ordinary shares

01. Bright Dairy Holding Limited85,266,60539.0%

02. The a2 Milk Company (NZ) Limited43,352,50919.8%

03. FIL Limited18,462,8778.4%

04. The Vanguard Group, Inc.5,835,2252.7%

05. John Penno 5,109,8032.3%

06. First NZ Capital Custodians Limited (Various Private Investors)2,299,8271.1%

07. Salt Funds Management Limited2,238,8901.0%

08. Oneroa Fish & Chip Family Trust1,584,0000.7%

09. BlackRock, Inc. 1,559,4380.7%

10. Abu Dhabi Investment Authority 1,408,4480.6%

11. Smartshares Limited 1,407,5090.6%

12. Guardians of New Zealand Superannuation1,283,9020.6%

13. Norges Bank Investment Management (NBIM) 1,227,8270.6%

14. Accident Compensation Corporation 1,167,6660.5%

15. Mitsubishi UFJ Financial Group, Inc. 1,070,5680.5%

16. Paul & Bronwyn Lancaster1,055,6230.5%

17. Therese Roche900,0000.4%

18. Dimensional Fund Advisors LP883,1130.4%

19. Wilson Asset Management (International) Pty. Ltd.729,6460.3%

20. Simplicity NZ Limited699,3830.3%

Total 177,542,85981.0%

Synlait’s ordinary shares have been listed on the NZX Main Board since 23 July 2013 (ticker code: SML). On 24 November

2016 Synlait completed a compliance listing on the ASX as a foreign exempt issuer (ticker code: SM1). As an ASX foreign

exempt issuer, Synlait complies with the NZX Listing Rules (other than as waived by NZX Regulation) and is exempt from

complying with most of the ASX Listing Rules, as set out in ASX Listing Rule 1.15. In November 2020, Synlait successfully

completed a $200 million equity raising to complete the investment phase of its strategy and strengthen its balance

sheet. The equity raise comprised a $180 million underwritten placement at a fixed price of NZ$5.10 per share and a

$20 million underwritten share purchase plan at the same share price. In December 2019, Synlait issued $180 million of

unsecured, subordinated, fixed rate bonds with an interest rate of 3.83% per annum. These securities are quoted and

trade on the NZX Debt Market (ticker code: SML010).

09. STOCK EXCHANGE LISTINGS

Set out below are Synlait’s 20 largest bondholders as at 31 July 2021:

Number of bonds heldPercentage of total bonds

01. Custodial Services Limited41,587,00023.1%

02. Hobson Wealth Custodian Limited28,406,00015.9%

03. FNZ Custodians Limited23,146,00012.6%

04. Tea Custodians Limited Client Property Trust Account 22,115,00012.3%

05. Forsyth Barr Custodians Limited9,514,0005.3%

06. Citibank Nominees (New Zealand) Limited5,400,0003.0%

07. RGTKMT Investments Limited3,275,0001.8%

08. Sierra Investments Limited2,713,0001.5%

09. National Nominees Limited2,639,0001.5%

10. JB Were (NZ) Nominees Limited 2,189,0001.2%

11. FNZ Custodians Limited 1,265,0000.7%

12. Hugh McCracken Ensor994,0000.6%

13. JP Morgan Chase Bank NZ Branch905,0000.5%

14. Francis Horton Tuck800,0000.4%

15. Falstaff Investments Limited768,0000.4%

16. FNZ Custodians Limited766,0000.4%

17. Investment Custodial Services Limited631,0000.4%

18. Sterling Holdings Limited550,0000.3%

19. Zhuang Yin550,0000.3%

20. JB Were (NZ) Nominees Limited423,0000.2%

Total148,636,00082.4%

PAGE 140 & 141

ANNUAL REPORT 2021

Synlait does not have a credit rating.
The spread of Synlait’s bondholders as at 31 July 2021 is as follows:

12. CREDIT RATING

Size of holding Number of holdersPercentage of holders Total number of bonds Percentage issued

1 – 1,00000%00%

1,001 – 5,000556.1%275,0000.1%

5,001 – 10,00016318.1%1,590,0000.9%

10,001 – 50,000 55161.0%15,544,0008.6%

50,001 – 100,000778.5%6,434,0003.6%

100,001 and over 576.3%156,157,00086.8%

Total903100%180,000,000100%

The spread of Synlait’s ordinary shareholders as at 31 July 2021 is as follows:

11. SPREAD OF PRODUCT HOLDERS

Size of holding Number of investors Percentage of investors Total number of shares Percentage issued

1 – 1,0003,35943.8%1,518,7150.7%

1,001 – 5,0002,90838.0%7,493,5253.4%

5,001 – 10,0007339.6%5,447,7832.5%

10,001 – 50,000 5607.3%10,829,7674.9%

50,001 – 100,000460.6%3,215,8161.5%

100,001 and over 500.7%190,076,05587.0%

Total7656100%218,581,661100%

On 10 November 2020 Synlait was granted waivers by NZX Regulation in relation to the share offer completed in 2020

(“Share Offer”) comprising a NZ$180 million placement of shares (“Placement”) and a $20 million share purchase plan

(“Share Purchase Plan”) (“Synlait Waiver”). A condition of the Synlait Waiver was that it was disclosed in the Share Offer

document and in our Annual Report.

The Synlait Waiver provides waivers from Listing Rules 4.5.1, 4.5.1(e)(iii), 4.19.1 and 5.2.1 as set out below (with the

conditions):

• Waiver from Rule 4.5.1 to the extent required to allow any shares offered in the Share Purchase Plan and not taken up

by existing shareholders to be issued to other persons without requiring approval by ordinary resolution.

• Conditions: The waiver only applied to shares offered to existing shareholders under the Share Purchase Plan

and as a result of the Share Purchase Plan being undersubscribed were offered to other persons and when

aggregated with the number of shares under the Placement would exceed the 25% threshold in Rule 4.5.1. The

Share Purchase Plan was required to be fully underwritten.

• Waiver from Rule 4.5.1(e)(iii) to the extent that the level of participation of Bright Dairy would be determined according

to criteria applying to all persons participating in the Placement.

• Conditions: Two directors of Synlait (not associated with Bright Dairy) were required to certify to NZX that:

• Synlait was not unduly influenced by Bright in its decision to permit Bright to participate in the Placement at a

higher level of participation than other persons;

• Bright will not be involved in or influence any allocation decision in relation to the Placement;

• Bright will not derive any benefit as a result of its higher level of participation other than to avoid its holding

in Synlait being diluted as a consequence of the Share Offer.

• Waiver from Rule 4.19.1 to the extent that the allotment of shares to Bright in respect of the subscriptions received

under the Placement to occur within 10 business days of the closing date for the Placement.

• Conditions: The allotment of shares to Bright occurs in part on the Placement allotment date and in part on the

Share Purchase Plan allotment date.

• Waiver from Rule 5.2.1 to the extent that Synlait would otherwise require Synlait to obtain approval of shareholders to

enter into a material transaction with any related party in connection with the Placement (referred to as a

relevant party).

• Conditions: Two directors of Synlait (not associated with any relevant party) certifying to NZX that:

• Synlait was not unduly influenced in its decision to undertake the Placement by the relevant parties;

• The relevant parties who participate in the Placement will not be influence any allocation decision in the

Placement;

13. NZX WAIVERS

PAGE 142 & 143ANNUAL REPORT 2021

• The relevant party will not derive any benefit as a result of the related party relationship other than solely
through participation in the Share Offer on the same terms as all other participants; and

• Entry into the Placement is in the best interests of Synlait’s shareholders.

• The effect of the NZX Waivers in the context of the Share Offer is to permit:

• an increased number of shares (from what is otherwise provided for under the Listing Rules) to be issued under

the Share Offer without shareholder approval;

• the Share Offer to be fully underwritten, to allow any shares not taken up by eligible shareholders under the

Share Offer to be issued to other persons without requiring shareholder approval (which when aggregated with

the number of Shares issued under the Placement, may exceed the Placement threshold provided under the

Listing Rules as modified by the Class Waiver);

• Bright, The a2 Milk Company Limited and other related parties to be issued Shares in the Placement having an

aggregate value above 10% of Synlait’s average market capitalisation without shareholder approval; and

• Bright to be issued such number of shares under the Placement that will ensure it is not diluted as a result of the

Share Offer, which would otherwise cause Bright to lose its director appointment rights under the Constitution.

Further details of these director appointment rights are included in the Annual Report.

Synlait also made the Share Offer relying on the Class Waiver and ruling issued by NZX Regulation dated 30 September

2020 (Class Waiver). The Class Waiver provides a waiver from Listing Rule 4.5 and a ruling in relation to the definition of

“share purchase plan”.

A copy of the Synlait Waiver and Class Waiver is are available at nzx.com and asx.com.au under the ticker code “SML”

and “SM1”, respectively). All of the conditions in the Synlait Waiver have been met.

Synlait continues to rely on waivers granted on 27 November 2019 from various NZX Listing Rules, allowing our

Constitution and Board composition to reflect our non-standard governance arrangements, as described below.

Synlait listed on the NZX on the basis that Bright Dairy and Food Co Limited would be able to continue to consolidate

Synlait into its group financial statements (that are prepared under China GAAP). At the time, Bright Dairy agreed

with Synlait that for so long as Bright Dairy continued to hold between the Initial Percentage (being 39.119%) and

50% (inclusive) of the shares in Synlait in each case calculated in accordance with clause 22.5 of the Constitution

(so as to exclude shares issued under employee share schemes or director remuneration), the following governance

arrangements will apply to Synlait:

The Board comprises eight directors, made up of the following:

• Four directors appointed by Bright Dairy (the Bright Dairy Directors):

• none of whom (i) are required to retire from rotation under the NZX Listing Rules, or (ii) are subject to removal by

ordinary resolution of shareholders;

• one of whom must be ordinarily resident in New Zealand and be a director of such standing and with such

commercial and governance experience in New Zealand as is appropriate for a director of a NZX listed company

– the Hon. Ruth Richardson is the current Bright Dairy Director meeting this requirement; and

• all of whom are required to have appropriate skills and experience to ensure that Synlait has a suitable mix of

skills and experience on the Board;

• Three directors who are not appointed by Bright Dairy and who must be Independent Directors; and

• One Managing Director, or, if a Managing Director is not appointed, a Board Appointed Director, who will be appointed

by the Board. The current Managing Director or Board Appointed Director, and any Director proposed to fill that role,

cannot vote on the appointment or replacement of the Managing Director or Board Appointed Director (as applicable).

Consequently, Bright Dairy controls the composition of the majority of the Board as it has four out of seven votes on

this appointment. Synlait does not currently have a Managing Director, but does have a Board Appointed Director,

being Dr John Penno, (together, these are the Governance Arrangements).

A summary of the waivers permitting these Governance Arrangements is set out below:

• The NZX Listing Rules allow Bright Dairy to appoint representatives to the Board so long as the proportion of the

Board made up by their representatives is not greater than the proportion of the total shares in Synlait that they own.

A waiver was required to permit Bright Dairy to appoint four Directors, or 50% of the Board, as Bright Dairy owns less

than 50% of the shares in Synlait.

• The NZX Listing Rules prevent Directors from appointing alternates to act for in their place if they cannot attend Board

meetings unless a majority of their co-Directors agree. A waiver has been granted to permit Synlait’s Constitution to:

• allow a Bright Dairy Director to appoint another Bright Dairy Director to exercise their voting rights at a Board

meeting they are unable to attend; and

• prohibit the non-Bright Dairy Directors from appointing alternate Directors. Synlait considers that it is important

that Directors are encouraged to attend all meetings.

• The NZX Listing Rules require that Synlait’s constitution permit a Director to vote on a decision in which they are

interested, where that matter is one in respect of which Directors are required by the Companies Act 1993 to sign a

certificate or relates to an indemnity contemplated by section 162 of the Companies Act. A waiver has been granted

to allow Synlait’s Constitution to prohibit the Managing Director (if it has one, which it doesn’t currently) from voting or

being part of the quorum on matters relating to his/her remuneration under any circumstances.

PAGE 144 & 145ANNUAL REPORT 2021

• The NZX Listing Rules prevent the imposing of conditions on who may be appointed as a Director, except as
specifically contemplated by the Rules. A waiver has been granted so that Synlait is permitted to required that

persons who may be appointed to the three non-Bright Dairy Director positions must be independent.

These waivers are subject to the conditions that:

• Bright Dairy continues to hold no less than 39.119% of Synlait’s shares, calculated in accordance with Synlait’s

Constitution.

• the Governance Arrangements are contained in Synlait’s Constitution and will cease to apply when Bright Dairy

ceases to own between 39.119% and 50% (inclusive) of the shares in Synlait, calculated in accordance with Synlait’s

Constitution.

• Full and accurate disclosure of all material aspects of the Governance Arrangements and Synlait’s reliance on these

waivers is made in any offer document, and in every annual report while these waivers are being relied on.

• Synlait continues to bear a non-standard designation to notify the market of its unique governance arrangements.

• The quorum for a Board meeting must include two Independent Directors, and Synlait must have three Independent

Directors (compared to the two Independent Directors required by the NZX Listing Rules).

• Immediately on Bright Dairy ceasing to hold 39.119% of the shares in Synlait, Synlait comply with the provisions in

its Constitution requiring that some of the Bright Dairy Directors must resign to keep the proportion of Bright Dairy

Directors on the Board consistent with the proportion of the total shares in Synlait owned by Bright Dairy.

• Bright Dairy Directors must retire by rotation at the next annual meeting following the drop in shareholding below that

threshold, irrespective of whether they have been the longest in office.

A copy of these waivers, and other waivers Synlait has obtained, or relied on can be found in the investor centre of

Synlait’s website.

Synlait’s statement on the extent to which Synlait has followed the recommendations in the NZX Corporate Governance

Code during the year to 31 July 2021 can be found at: synlait.com/investors/corporate-governance

Synlait’s operating subsidiaries operate largely independently from Synlait. Synlait does not require them to comply with

the recommendations in the Corporate Governance Code.  

14. NZX CORPORATE GOVERNANCE CODE

This table sets out the gender composition of Synlait’s Directors and Officers (CEO and direct reports to CEO)

as at 31 July 2021. The prior year’s comparison is in brackets.

15. GENDER COMPOSITION

Group FemaleMale Total

Board 2 (2) 6 (6) 8 (8)

Officer 2 (3) 7 (6) 9 (9)

Total4 (5)13 (12)17 (17)

Synlait’s Diversity and Inclusion Policy promotes a culture of diversity and inclusiveness, putting in place appropriate

strategies and measurable objectives. We aim to achieve three main goals:

• Workforce diversity – employ, develop and retain more women and Māori.

• Diversity through leadership – empower and equip our people leaders to recruit, develop and retain a diverse and

competent workforce.

• Workforce inclusion – foster a culture that encourages flexibility and fairness, to enable all employees to realise their

potential, and thereby increase employee retention.

To help us meet these goals we have our Mātua (Parental Leave) Policy and our Tāwariwari (Flexible Working) Policy,

and we offer unconscious bias training and report to the Board on candidate diversity. Our success will be measured

against the following as at the end of 2023. The prior year’s comparison is in brackets:

16. PERFORMANCE AGAINST DIVERSITY POLICY

MeasureProgress at 31 July 2021 – compared to FY20

Reduction of the gender pay gap to ≤ 5%10% (13%)

40-50% of leadership positions

(people leaders, supervisors, specialist roles and senior leadership) held by women

36% (38%)

No regretted losses of high potential female employees1 (0)

PAGE 146 & 147

ANNUAL REPORT 2021

DIRECTORY
Registered and head office

1028 Heslerton Road

Rakaia, RD13

New Zealand

Contact us

+64 3 373 3000

info@synlait.com

synlait.com

You can also follow us on Facebook and LinkedIn

Share register

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

Level 2

159 Hurstmere Rd

Takapuna

Auckland 0622

0800 467 335

+64 9 488 8777

enquiry@computershare.co.nz

Auditor

Deloitte Limited

80 Queen Street

Auckland 1010

New Zealand

+64 9 303 0700

nzinfo@deloitte.co.nz

A staff member plants out seedlings at our

Whakapuāwai nursery at Synlait Dunsandel.

PAGE 148 & 149

---

Doing Milk Differently For A Healthier World
SYNLAIT MILK

FULL YEAR INVESTOR

PRESENTATION

For the 12 months

ended 31 July 2021

We have reviewed and remain confident in our strategy.
However, execution clearly needs to improve.

We have aligned structure to strategy, appointed a CEO,

and are proposing Governance changes to shareholders.

We have reset our banking arrangements.

We are making changes to release cash from inventory and improve

working capital management.

We have built a plan to return to robust profitability.

TODAY’S

RESULT

• FY21 proved to be very challenging for Synlait.

• After nine straight years of solid profitability we are disappointed to post our

largest ever financial loss.

• Today’s NPAT result is $(28.5) million, a $102.8 million reduction on the prior year.

• The shape of our business changed dramatically in December following

The a2 Milk Company’s large forecast volume reduction, which meant inventory

levels and demand outlook had to be reset.

• During the last quarter of FY21, the Board and Management team built a clear

and accurate picture of Synlait’s current performance in the context of changes

over the past five years, and has begun to execute a plan to rebuild:

1

3

4

5

2

Key takeaways

PAGE 02SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

TODAY’S ANNOUNCEMENTS:
CEO & GOVERNANCE CHANGES

Graeme Milne ONZM

Chair

A staff member plants out seedlings at our Whakapuāwai nursery at

Synlait Dunsandel.

PAGE 03

SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

GRANT WATSON
APPOINTED AS CEO

•The Board has appointed Grant Watson as CEO.

•Grant is currently CEO of dairy company, Miraka.

•Prior to Miraka, he spent 10 years at Fonterra where

he held several senior roles including, Director of

Global Foodservice

, Acting Director of Sales Fonterra

Brands New Zealand, Managing Director of Tip Top

and Director of Route and Foodservice Fonterra

Brands New Zealand.


Prior to Fonterra, Grant built his e

xecutive career at

McDonalds New Zealand to become Chief Operating

Officer.


He has also held several governance and directorship

roles for private and publicly listed companies.

•Grant will join the S

ynlait team in January 2022.


Grant will be joined by Robert Stowell who has been

appointed CFO after acting in the role for the last

five months.

“Grant has a track

record of materially transforming

and accelerating businesses by setting clear

strategies, surrounding himself with diverse and

talented people, and relentlessly driving execution

to deliver strong sustainable results.”

“Prior to Miraka, Grant led the significant growth of

Fonterra’s Global Foodservice business and has

overseen the successful commercialisation of

numerous value-added dairy products. This is a key

part of Synlait’s strategy going forward and we look

forward to benefiting from his skills and experience.”

G

raeme Milne

Synlait Chair

PAGE 04SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

PROPOSED
GOVERNANCE CHANGES

• As previously signalled, Graeme Milne stated his intention to retire by rotation at

Synlait’s Annual Meeting in December. However, considering Synlait’s recent challenges

the Board is keen to maintain Graeme’s knowledge given his 17 years with Synlait.

When Grant starts as CEO, Graeme will retire as Chair and be appointed as a Board

Advisor for one year.

• John Penno will be appointed Chair when Graeme retires. As John is a Board

Appointed Director the Board will seek ratification from shareholders at the Annual

Meeting in December via a change to Synlait’s constitution. The constitution will be

amended to remove the requirement for the Chair to be an Independent Director.

This will be a temporary measure as the Board is aware it is best practice to have an

Independent Chair.

• When Graeme retires in 2022 the Board will appoint Paul McGilvary as an Independent

Director. Paul has extensive dairy sector experience. He is currently Deputy Chair of

AsureQuality, Chair of BVAQ Australia, and a Non-Executive Director of Waikato Milking

Systems. Paul previously held several executive roles including, CEO of Tatua

Co-operative Dairy Company Limited, CEO of HortResearch, and Managing Director,

Fonterra (Europe). Paul’s appointment will be ratified by shareholders at the 2022

Annual Meeting.

Synlait’s Annual Meeting will be held on Wednesday 1 December 2021.

Further details will be included in the Notice of Meeting.

Min Ben

Bright Dairy

Appointed Director

Dr John Penno

Board Appointed Chair

Qikai Lu

Bright Dairy

Appointed Director

Sihang Yang

Bright Dairy

Appointed Director

Simon Roberson

Independent Director

Sam Knowles

Independent Director

Paul McGilvary

Independent Director

Hon Ruth Richardson

Bright Dairy

Appointed Director

Proposed 2022 Board Structure

To be voted on by shareholders

PAGE 05SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

FINANCIAL
PERFORMANCE

Robert Stowell

Chief Financial Officer

We celebrated the opening of our rail siding in May with Lyttelton Port

Company, KiwiRail, our staff, and contractors involved in the project.

PAGE 06

SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

RESULTS
OVERVIEW

• FY21 proved to be very challenging for Synlait.

• After nine years of profitability, it is very disappointing

to post the company’s largest ever loss.

• COVID-19 hit Synlait late and hit the company hard.

The effect on Synlait and The a2 Milk Company can

best be described by the supply chain concept

‘The Bull-Whip Effect’.

• There were however longer term underperformance

factors that impacted the result.

• Actions taken in Q4 of FY21 to turn Synlait around will

strengthen the fundamentals of our business and set it

up for success.

• Today’s result is within the guidance range provided in

May of an NPAT loss of $20M to $30M.

What Happened To Synlait In FY21: ‘The Bull-Whip Effect’

PEAK MILKSHOULDER SEASON

December 2020

Downgrade

FY20FY21

VOLUMES

Synlait Production

Output

Customer

Projected Demand

Customer

Demand

INDICATIVE ONLY

?

PAGE 07SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

KEY FINANCIAL
METRICS

65M

REVENUE

$

1.4B

103M

N PAT

$

(28.5)M

*Comparisons in this presentation are for the year ended 31 July 2020 unless stated otherwise. Prior period comparatives have been restated for an immaterial prior period adjustment.

132M

EBITDA

$

3 7. 3M

416%

DEBT/EBITDA

12.9

11%

NET OPERATING ASSETS

$

1.2B

7%

CAPITAL EXPENDITURE

$

140.4M

85%

OPERATING CASH FLOW

$

15.9M

9%

NET DEBT

$

479.4M

TOTAL AVERAGE MILK PRICE

$

7.82kgMS

$0.52 kgMS

PAGE 08SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

WHAT HAPPENED TO
SYNLAIT’S FY21 NPAT RESULT?

Infant formula

(consumer-packaged and base powders)

Consumer-packaged infant formula

declined due to The a2 Milk Company’s

reduced demand volume. Material

rebalancing of base powder production

resulted in lower overhead recoveries.

Lactoferrin

Sales volumes increased, but prices

softened to deliver less absolute gross

margin than the prior year.

Ingredients

Revenue and volumes increased as milk

was diverted to ingredient production

after the sudden reduction of infant base

powders. Sales pricing performance was

lower than prior years due to a mix of

80.0

FY20 NPAT

Infant volumes

Stock balancing

Lactoferrin

Ingredient volumes

Ingredient performance

Liquids

Consumer Foods

Other

FY21 NPAT

FY22

60.0

40.0

(20.0)

(40.0)

20.0

(20.5)

(6.6)

(28.5)

(1.9)

(33.3)

(55.7)

8.4

9.4

(2.6)

Synlait’s FY21 NPAT Performance

74.3

$ millions

external and internal factors such as butter

prices verses AMF, sales phasing, mix and

pricing.

Liquids

Milk and cream volumes were down on

FY20 due to the positive impact COVID-19

lockdowns had on consumer demand in

the prior year. The rising milk price also

impacted profits.

Consumer Foods

Positive impact due to a full year of

Dairyworks (FY20: 4 months), but below

expectation due to Talbot Forest Cheese,

butter margins and inventory write-downs.

Other

Largely SG&A costs which increased due

to Dairyworks inclusion.

We expect to return to robust

profitability in FY22 due to:

• Improved ingredients margin

performance.

• Increased ingredient volumes

– inventory sell-down.

• Increased infant base powder

production.

• Increased lactoferrin volumes.

• Improved Dairyworks

contribution.

• Significant operational cost

savings

• Sale and leaseback of Synlait

Auckland.

PAGE 09SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

PRODUCTION AND
INVENTORY VOLUMES

• Production of consumer-packaged infant formula reduced in FY21,

reversing trends of prior years.

• In response, infant base powder production for internal use

was significantly down and milk flows directed to WMP, SMP and

AMF products.

• This resulted in the manufacturing of a high volume of unplanned

ingredient products without the support of developed sales

channels. This, combined with global shipping constraints, left the

closing inventory balance for ingredients at historically high levels.

• Our closing finished goods inventories of ingredients and

nutritionals amounted to 30,931 MT. For FY22 we expect this to be

approximately 15,000 MT.

Stabilisation of consumer-package infant formula demand, global

shipping and good inventory management in FY22 should see

inventory levels return to lower levels.

180,000

100,000

160,000

80,000

120,000

40,000

140,000

60,000

20,000

20,000

25,000

30,000

15,000

10,000

5,000

FY19

FY19

FY20

FY20

FY21

FY21FY22

Production volumes

35,000

Closing inventory volumes

Closing Stock -

Ingredients

Closing Stock -

Consumer-Packaged

Infant Formula

Closing Stock -

Infant Base Powders

Production -

Ingredients

Production -

Consumer-Packaged Infant Formula

Annual Production (MT)

Annual Closing Stock (MT)

Ingredient stocks still being

worked through at year-end

with shipping constraints.

Large and

sudden increase

in ingredient

production due

to the swing

from infant base

powders to

WMP, SMP and

AMF products.

Targeted F22

inventory level

PAGE 10SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

Nutritionals include consumer-packaged infant formula, including base powders
and lactoferrin.

• Consumer-packaged infant revenue reduced mainly due to demand volume

reduction.

• Material rebalancing of base powder production resulted in lower overhead

recoveries impacting gross profit per MT.

• Lactoferrin sales increased 10% to 33MT as production increased contributing

more absolute gross margin. Revenues and gross profit per MT decreased,

due to some softening in pricing.

Ingredients include whole milk powder, skim milk powder, anhydrous milk fat,

and butter milk powder.

• Ingredient’s revenue and volumes increased as milk was diverted to

ingredient production after the sudden reduction of infant base powder

production.

• Ingredients revenue performance lower than prior years due to external and

internal factors, including butter, FX and sales phasing mix and pricing.

• Gross profit per MT reduced by $206 from previous year.

BUSINESS UNIT PERFORMANCE

Revenue ($m)Sales Volume (MT)Gross Profit $/MT

Nutritionals

593.9

52,871

3,215

405.7

34,362

1,246

FY20FY21

Revenue ($m)Sales Volume (MT)Gross Profit $/MT

Ingredients

510.2

97,561

321

634.6

125,914

115

FY20FY21

PAGE 11SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

Liquids include fresh milk and cream sales and will include UHT product once
commercial sales are realised.

• Liquid milk and cream revenue reduced slightly due to pantry stocking in the

prior year as a result of COVID-19.

• Gross profit per MT decreased due to the small reduction in volumes

manufactured and increased fixed costs on UHT line now commissioned.

• Improvements expected in gross profit per MT as further initiatives in the

Liquids business are executed in FY22/FY23.

Consumer Foods include Dairyworks and Talbot Forest Cheese.

• First full year of Dairyworks’ contribution (FY20: 4 months). 

• Consumer and Foodservice sales volumes and margins in line with expectations.

• Overall performance down due to profit drag caused by Talbot Forest Cheese

(whey stream losses and low utilisation), butter competition, and one-off

write-downs of inventory balances.

• While FY21 earnings were disappointing, a strong bounce back is anticipated

in FY22/FY23 as Dairyworks continue to grow and these issues are resolved.

BUSINESS UNIT PERFORMANCE

Revenue ($m)Sales Volume (MT)Gross Profit $/MT

Liquids

3 9.1

32,803

(66)

37.2

31,499

(154)

FY20FY21

Revenue ($m)Sales Volume (MT)Gross Profit $/MT

Consumer Foods

93.0

12,015

186

229.0

26,983

568

FY20FY21

PAGE 12SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

OPERATING COSTS
(SG&A)

• As previously indicated operating costs have stabilised. The increased costs

were driven by the full year inclusion of Dairyworks (FY21: 12 months vs FY20:

4 months).

• Savings across depreciation, distribution, consultancy, travel, entertainment

were offset by increased IT spend and employee costs.

• Operating cost saving initiatives presented at HY21 on the organisational

reset, production efficiencies and discretionary spend delivered $9.3M of the

$10.8M targeted.

• Value chain cost saving initiatives for yield and waste, Dry Store 4 and the Rail

Siding, delivered a part year benefit of $3.0M. The Rail Siding and Dry Store 4

project remains on track to provide benefits of approx. $8.0M annually going

forward.

• A full review of how costs are allocated across business areas and associated

reporting will be undertaken in FY22. This will give more insight and clarity on

performance moving forward.

Guidance for FY22 S&GA is that we will remain in line with prior year spend.

Almost all the organisational restructure savings of approximately $7M are

expected to hit above the gross margin line.

100.0

FY17FY18FY19FY20FY21

54.4

63.5

77.5

77.4

SG&A Costs

45.6

$ millions

80.0

60.0

20.0

40.0

4.6

11.4

Synlait SG&ADairyworks SG&A

PAGE 13SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

CASH FLOW AND
CAPITAL SPEND

Operating

• Historically operating cashflows

average > $100M per annum.

• Operating cash flows decreased by

$87.9M to $15.9M. This was driven

by two key factors:

• Reduced consumer-packaged

infant formula volumes.

• Year-end ingredients inventories

exceeded target levels by

approximately 13,000MT.

We expect operating cash flows to

bounce back very strongly in FY22.

140.0

105.0

(100.0)

70.0

(200.0)

35.0

(300.0)

FY17

FY17

FY18

FY18

FY19

FY19

FY20

FY20

FY21

FY21

98.4

136.7

103.8

15.9

(27.9)

(37.5)

(19.6)(14.4)(9.1)

(108.9)

(185.7)

(317.8)

(105.0)

(51.1)

Cash flows from operating activities

115.2

$ millions

0.0

(400.0)

Cash outflow from investing activities

$ millions

(136.8)

(223.2)

(337.4)

(119.4)

(60.2)

Operational capex

Growth investments and other

Investing

• Synlait’s capital spend is winding down

after a period of high investment.

• Investment spend reduced $86.4M

to $136.8M following the completion

of the Dairyworks and Talbot Forest

Cheese acquisitions in FY20.

• FY21 investment cashflows include:

• Modifications to Synlait Pokeno for

our new multinational customer:

$33.5M

• Farms purchase: $26.1M.

• Dry Store 4 and Rail Siding: $20.8M

• New ERP system: $19.2M

• Other growth initiatives: $9.3M

• Maintenance capex: $27.9M

PAGE 14SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

600.0
450.0

300.0

150.0

FY17FY18FY19FY20FY21

114.9

333.6

527.0

479.4

Net Debt

82.6

$ millions

NET DEBT AND

BANK REFINANCING

Net debt

• Net debt (excluding lease liabilities)

decreased to $479.4M.

• Net proceeds of $196.1M from November

2020 equity raise used to pay down

debt and fund capital projects.

• $30.0M proceeds from the sale and

leaseback of Synlait Auckland’s land and

building will also be used to reduce debt

in FY22.

Our new Total Debt/EBITDA covenant limit

is 4.5x for FY22. We expect to be well

below 4.0x in FY22. We expect the balance

sheet to return to normal metrics within

two years.

540.0

440.0

340.0

40.0

140.0

240.0

FY20

Net Debt

Equity raiseNet CapexNet interestOtherOperating


cash

FY21


Net Debt

Net Debt Movement

$ millions

527.0

(196.1)

(15.9)

136.8

23.1

4.5

479.4

New bank refinancing

• New terms to refinance Synlait’s maturing

syndicated banking facilities were agreed

in July 2021 after bank waivers were

received in May 2021.

• Synlait secured an extended working

capital facility of $250M (increased up to

$330M from September 2021 to February

2022), and revolving credit facilities of

$200M.

• Working capital facilities will renew on 1

October 2022 and revolving credit facilities

extended for 2 years to 1 October 2023.

• Financial covenants have been

renegotiated (see appendix).

• Renegotiated facilities give Synlait a sound

and secure platform to build from and

provide increased certainty. Synlait has a

positive and constructive relationship with

its banks. We thank them for their ongoing

support.

PAGE 15SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

STRATEGY & OPERATIONAL
PERFORMANCE UPDATE

John Penno

Chief Executive Officer

Our Made With Better Milk Whole Milk Powder.

PAGE 16

SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

OUR STRATEGY REMAINS FIT FOR PURPOSE
AND HAS MATURED INTO FOUR KEY PARTS

• Ingredients – an efficient and focused business that

manufactures high-quality whole and skim milk powder

and milk fat products from a differentiated milk supply

for leading multinationals and large Chinese customers.

• Nutritionals – offers a whole of supply chain solution

for large-scale, world-class, multinational brand owners

of infant, children, and adult formulated nutritional

powders. This business also manufactures specialised

nutritional ingredients such as base powders for others

to blend and package, and lactoferrin as a high value

ingredient.

• Liquids – a growing business focused on product

development and innovation to manufacture high-

specification, long-life consumer-packaged beverages,

foodservice cream products, and ready to feed infant

formula.

• Consumer Foods – a manufacturer of consumer fresh

milk, cheese, butter, and yogurt products in the New

Zealand and Australia domestic markets under our own

and/or private label brands.

$2 billion in revenue

Zero injuries

Zero defects

Zero losses

A Healthier


Synlait

Consumer

Foods

Ingredients

Nutritionals

Liquids

2

+

ZERO

World Class

Value Chain

Net +ve impact on

planet and communities

+ve place to grow with

100% engagement

Net Positive

for the Planet

DOING MILK

DIFFERENTLY FOR A


HEALTHIER WORLD

DOING MILK DIFFERENTLY

FOR A HEALTHIER WORLD

HEART OUR PURPOSEHEAD OUR AMBITIONHANDS OUR STRATEGY

PAGE 17SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

LEARNINGS FROM
THE YEAR THAT’S BEEN

• Synlait typically produces 45% to 50% of its infant base powder during the

shoulder season as milk quality is high and manufacturing capacity is available.

• These nutritionals powder inventories are held to produce fully finished

consumer-packaged infant formula volumes as customer demand formalises in

future months.

• In the shoulder season of FY20, Synlait produced infant base powder inventories

on a forward demand forecast that assumed ongoing growth of infant nutrition

demand into FY21. We therefore came into FY21 with large volumes of nutritionals

powders on hand (40% of forward demand) with the expectation that demand

would grow.

• The a2 Milk Company’s reduced demand forecast in December 2020 was

significant and sudden. In FY21 it resulted in an eventual 35% decline of

nutritionals sales volumes, and a 67% decline in nutritionals powders production

as we reset inventory levels to a new demand outlook – and with it a very large

reduction in fixed cost recoveries were carried through our P&L.

• Our current FY22 forecast for consumer-packaged infant formula volumes is

conservative. It will result in a further reduction of nutritionals powder stocks in

FY22. However, manufactured volumes will increase roughly 30% to 40% relative

to FY21 bringing greater fixed cost recoveries.

The Bull Whip Effect

PEAK MILKSHOULDER SEASON

December 2020

Downgrade

FY20FY21

VOLUMES

Synlait Production

Output

Customer

Projected Demand

Customer

Demand

INDICATIVE ONLY

?

PAGE 18SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

LEARNINGS FROM
THE LAST FIVE YEARS

During the final quarter of FY21, Board and

management completed a comprehensive

review of Synlait to ensure we had a

robust understanding of the company’s

underperformance.

What became clear is that while the sudden

and unexpected downturn in The a2 Milk

Company’s consumer-packaged infant

formula demand explained much of our FY21

underperformance, it also revealed other

inefficiencies within the business that had

been developing over a longer period of time.

New business areas had been slower to develop than planned

While major capital facilities had been built to budget, and operational costs remained within forecast,

inadequate focus and investment in business development meant new opportunities were slow to develop.


Cost structures had been allowed to grow at a faster rate than earnings

Some of this was due to new facilities, locations and business areas being developed, but closer analysis

highlighted that general costs had grown unnecessarily in well-established parts of Synlait.

The use of capital has become suboptimal:

• Large capital projects were completed delivering capacity well ahead of demand coming onboard. Further,

this capacity was held in reserve for high value opportunities rather than utilising it earlier on lower value

products while a pipeline of high value opportunities was developed.

• Maintenance CAPEX was too high and smaller capital projects had failed to deliver expected outcomes.

• While COVID-19 was a factor, other issues such as sales phasing, overly onerous contractual

arrangements, raw material management, and unnecessarily high inventory levels consumed significant

amounts of working capital.

1

3

2

PAGE 19SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

TECHNICAL SERVICES (MANUFACTURING)
SITE SERVICES, ENERGY, MAINTENANCE

Supply

Supply

Optimise

Supply

NUTRITIONAL

PRODUCTS

INGREDIENT


PRODUCTS

LIQUID


PRODUCTS

DAIRYWORKS

Synlait Pokeno and Auckland:

D4, wetmix and blending and canning

Talbot Forest Cheese

Synlait Dunsandel:


DLP1

Synlait Dunsandel: D3, wetmix,


lactoferrin, blending and canning, whey

Synlait Dunsandel:


D1, D2, AMF

NETWORK PLANNING

LOGISTICS

CORPORATE SERVICES

QUALITY AND LABORATORY

TECHNICAL SERVICES (PRODUCT)

PROCUREMENT AND MILK SUPPLY

Order

Order

Order

THE PATH TO RECOVERY: ALIGNING STRUCTURE

TO STRATEGY AND RESETTING HOW WE OPERATE

• Leadership and resourcing now

aligned around key business

units: Nutritionals, Ingredients,

Liquids and Consumer Foods.

• Manufacturing facilities and

teams organised horizontally

by business unit which are led

by Synlait’s end customers.

• Matrix reporting within each

business unit.

• Network planning, quality

and laboratory, and corporate

services run across Synlait.

• Dairyworks remains standalone

but could be integrated into

the structure overtime.

Supply

PAGE 20SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

THE PATH TO RECOVERY: SYNLAIT’S
NEW ORGANISATIONAL STRUCTURE

Marketing, Sales and

Business Development

Chief Financial OfficerOperations

Marketing and Business

Development

Sales and Business


Development

Dedicated Finance

Manager

Dedicated Finance

Manager

Dedicated Finance

Manager

Sales and Business


Development

Deborah Marris


Director, Legal, Risk

and Governance

Boyd Williams


Director, People

and Culture

Robert Stowell*


Chief Financial

Officer

Nigel Macdonald**


Director,

Operations

Suzan Horst


Quality, Regulatory and

Laboratory Services

Martijn Jager


Director, Sales and

Business Development

Hamish Reid


Director Sustainability,

Brand & Liquid Products

Tim Carter


Dairyworks Chief

Executive Officer

Chris France


Director, Strategy and

Business Transformation

Business teams with P&L responsibility

Business teams with P&L responsibility

Business teams with P&L responsibility

LIQUID PRODUCTS

DAIRYWORKS

INGREDIENT PRODUCTS

NUTRITIONAL PRODUCTS

Grant Watson***

Chief Executive Officer

Quality ManagementSynlait Dunsandel: D3,

wetmix, lactoferrin, whey

and blending and canning

Synlait Pokeno

Synlait Auckland

Synlait Dunsandel:


D1, D2 and AMF

Talbot Forest Cheese

Synlait Dunsandel:


DLP1

Quality Management

Quality Management

• Headcount reduced by 15%.

• FY22 savings of approximately

$6 to $8 million.

• Annual savings of

approximately $10 to

$12 million.

• Savings are in addition to

those identified at HY21.

• With the focus on increased

sales and reduced cost and

capital expenditure in FY22,

we expect a reversal of some

significant one-off costs we

faced in FY21 as well.

* Robert has been appointed CFO after

acting in the role for the last five months.

** Nigel will join Synlait in November

subject to completing MIQ requirements.

*** Grant will join Synlait in January 2022.

PAGE 21SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

BUSINESS UPDATE
INGREDIENTS

FY21 performance

• Ingredients business under performed

relative to expectations.

• Execution of sales pricing and phasing

was disappointing.

• Product mix was at times uncompetitive

relative to the New Zealand milk price

because of Synlait’s reliance on AMF

where returns lagged behind butter.

This happens on a cyclical basis and

has since unwound.

• Launched Made With Better Milk

in April, this value-add premium

ingredients offering brings together

Synlait’s on-farm (Lead With Pride™),

off-farm, and corporate sustainability

practices. The inaugural customer is a

prominent consumer brand owner in

Asia, the customer pipeline is promising.

FY22 focus

• Separating out the Ingredients business

will enable a renewed focus on facility

utilisation, manufacturing efficiencies

and supply chain management, and

generate a cost structure more on par

with Synlait’s competitors.

• Sales strategies will be prioritised

and be an optimum blend of long-

term relationships with multinational

customers, delivering premium pricing

for high specification products, and

a sufficient spot business to optimise

product mix as market pricing fluctuates.

PAGE 22SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

BUSINESS UPDATE
NUTRITIONALS

The a2 Milk Company

• The a2 Milk Company partnership remains Synlait’s

most important, and is expected to continue to be for

some years.

• Business development opportunities remain a focus for

both companies.

• We are planning conservative manufactured volumes

of consumer-packaged infant formula for FY22 and

beyond, relative to FY21.

• Renewing our SAMR licence for Chinese labelled

a2 Platinum® Infant Formula is the highest priority

project within Synlait.

SAMR renewal process remains on track

Now

Accelerated shelf-life study programme in progress

and tracking well.

November to December 2021

Completion of the full accelerated shelf-life programme

and hard copy dossier submission to SAMR.

January to March 2022

SAMR technical centre review of dossier.

March to April 2022

Onsite audit.

August 2022

Approval.

PAGE 23SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

BUSINESS UPDATE
NUTRITIONALS

Synlait Pokeno’s new multinational customer

• Synlait signed a third-party manufacturing agreement

with an established, global category leader in the Asia

Pacific region, for spray-dried and consumer-packaged

nutritional powder products in November 2020.

• In the first full year of production (FY24), these high value

plant-based products are expected to increase Synlait’s

nutritional consumer-packaged volumes by 35% to 40%.

• Synlait anticipate that volumes, markets and products

associated with this agreement will grow over time.  

• Additional CAPEX and resourcing was needed to

optimise network efficiency and customer requirements.

Approximately $85 million will be invested in the

processing and packaging customisation needed to

support this customer at Synlait Pokeno and Auckland.

• The sachet filling line being installed will expand Synlait’s

nutritional consumer-packaging capability from cans to

sachet and enables bag-box type formats, which are in

demand in specific markets.

• Commercial production remains on track to start in

late 2022.

Project timeline remains on track

Late 2022

Commercial production commences.

Ongoing product portfolio development.

December 2021

Main build at Synlait Pokeno completed.

November 2020

Agreement signed.

January to June 2022

Packaging build completed. Trials finished.

July 2022 to October 2022

Product stability testing.

PAGE 24SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

BUSINESS UPDATE
NUTRITIONALS

FY22 focus

• Leverage capability, assets and customer relationships to grow nutrition

business in various segments. Focus is on developing and maintaining

strong relationships with large multinational and Chinese customers.

• Synlait anticipates that this business will grow to high levels of

utilisation over the next three years. This will be driven by:

• Some recovery in The a2 Milk Company’s consumer-packaged

infant formula volumes;

• New volumes from Synlait Pokeno’s multinational customer once

commercial production commences;

• The rebuild of Synlait’s infant base powder business, as new

demand emerges from large Chinese manufacturers as their market

share growth exceeds their own manufacturing capacity; and

• Synlait’s global lactoferrin business.

Top 10 Foreign BrandsTop 10 Local Brands

China’s domestic supply is building

Jan-May 2020Jan-May 2021

Source: Nielsen.

Note: Sales Channels: Offline Stores (Mother & Baby Stores + Supermarkets).

38.9%

31.4%

32.9%

39.6%

PAGE 25SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

BUSINESS UPDATE
LIQUIDS

FY22 focus

• Focus is on developing and nurturing this new high-

value, future-focused product suite ultimately aimed at

the maturing China market and Australia and

New Zealand.

• Strategy based on a strongly held view that in time

China will move away from powdered products to

fresh or long-life milk products packaged at the source

and shipped to market ready for distribution and sale.

• Taking the same approach as with the Lactoferrin

business, investment has already been made in:

• Synlait Dunsandel’s Liquids Facility; and

• Synlait’s Research and Development Team based

at Massey University in Palmerston North. This

team is well established and has developed high

performing products in the formulated creams,

ambient drinking yogurt, and ready-to-feed infant

formula categories – all fast growing, or high

potential opportunities, in affluent regions of China.

FY22 product pipeline

Synlait Swappa Bottle

• First consumer food product under Synlait’s own

brand to launch next month.

• This is a 1.5 litre reusable, stainless steel bottle

of homogenised milk exclusively sourced from

Synlait’s highest performing farms.

• To be initially launched in South Island New

World, with plans to widen distribution over time.

Foodservice UHT whipping cream


• To launch internationally in FY22, with meaningful

revenues expected from FY23 onwards.

Ambient drinking yoghurt


• Commercialisation for China entered trial stage,

targeting FY23 launch.

• Further leverages functionality that Synlait

Dunsandel’s Liquids Facility was built for.

PAGE 26SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

BUSINESS UPDATE
CONSUMER FOODS

FY21 performance

• Divestment of Deep South brand and associated ice

cream operations enabled continued progression of

strategy to move from cheese to dairy. This has been

successful with:

• Dairyworks Protein Yoghurt & Muesli launched in

New Zealand, sales 106% ahead of forecast.

• Flavoured Butters launched in Australia, sales 132%

ahead of forecast.

• Dairyworks has been part of Synlait for ~18 months.

Its FY21 EBITDA contribution was lower than

anticipated at $10.3 million. This was due to:

• Talbot Forest Cheese profit drag;

• Butter margins squeezed due to a new entrant in

the market; and

• A one-off write-down of inventory balances.

• While FY21 earnings were disappointing, strong bounce

back is anticipated in FY22/FY23 as Dairyworks

continues to grow and these issues are resolved.

FY22 focus

• Dairyworks’ ambition is to become the second

biggest player in New Zealand’s consumer dairy

food category. In time this position will be used,

along with Synlait’s wider capability, to develop our

own branded consumer dairy foods export business.

• In FY22 top line growth to be delivered across

three key areas: exports to China and Australia,

expansion of New Zealand Foodservice business,

and continued product innovation.

• Operational efficiency and cost control will remain a

focus with the roll out of lean manufacturing across

all sites in FY22.

• Over the next two years an investment will be made

by Synlait to standardise cheese milk for delivery

to Talbot Forest Cheese. Whey and lactose will be

removed from milk to reduce yield losses, enabling

cheese manufacturing to reach commercial levels

again from start of FY24.

Dairyworks: Moving from Cheese to Dairy

PAGE 27SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

OUTLOOK
John Penno

Chief Executive Officer

We will launch our first consumer foods product under our own brand –

Synlait Swappa Bottle – next month.

PAGE 28

SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

FULL YEAR 2022 (FY22)
GUIDANCE STATEMENT

Synlait expects its Net Profit After Tax result to return to robust profitability in FY22 based on:

• A return to normal trading conditions and tighter management of its Ingredient business;

• Improved infant base powder volumes;

• A growing contribution from its Liquids and Consumer Foods business units; and

• Targeted and significant cost savings from Synlait, Dairyworks and Talbot Forest Cheese.

FY22 will also include a one-off gain on sale of approximately $17 million from the sale and

leaseback of the land and building at Synlait Auckland.

Synlait’s performance will build into FY23 as its new multinational customer at Synlait Pokeno

ramps up, and its Liquids and Consumer Foods businesses continue to grow.

Planned reductions in inventory at Synlait and Dairyworks will generate operating cashflows

in excess of earnings. These strong cashflows will enable Synlait to complete its capital

expenditure programme and reduce debt to comfortable levels over the next two years.

By the end of FY23, the recovery plan will have seen Synlait return to similar levels of

profitability, operating cash flows, and debt ratios as the years leading into FY21.

PAGE 29SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

WE REMAIN CONFIDENT IN
SYNLAIT’S IMMEDIATE OUTLOOK

Takeaways from today

We have reviewed and remain confident in our strategy, which has matured

into four key parts. However, execution clearly needs to improve.

We have reset the organisation, appointed a CEO, and are making

proposed Governance changes.

We have reset our banking arrangements.

We are making changes to release cash from inventory and improve

working capital management.

We have built a plan to return to robust profitability.

1

3

4

5

2

PAGE 30SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

APPENDICES
Last summer Dairyworks launched a range of truly differentiated high

protein yoghurts in a convenient on-the-go single format.

PAGE 31

SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021PAGE 31

KEY FINANCIAL METRICS
1,400.0

1,050.0

700.0

350.0

FY17FY18FY19FY20FY21

Revenue

$ millions

$ millions

759.0

879.0

1,024.3

1,302.0

1,367.3

150.0

90.0

30.0

FY17FY18FY19FY20FY21

210.0

(30.0)

EBITDA

$ millions

138.6

25.7

112.9

2 7.7

150.8

123.1

47.5

169.6

122.1

(17.7)

37.3

55.0

88.8

21.2

67.6

EBITDepreciation & Amortisation

250.0

200.0

150.0

100.0

50.0

FY17FY18FY19FY20FY21

86.085.9

80.5

100.4

120.9

82.9

59.7

7. 6

Gross Profit

43.7

68.3

$ millions

112.1

166.5

186.3

203.7

67.3

1H2H

100.0

75.0

50.0

25.0

(25.0)

(50.0)

FY17FY18FY19FY20FY21

NPAT

39.5

74.5

81.2

74.3

(28.5)

PAGE 32SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

KEY FINANCIAL METRICS
300.0

225.0

150.0

75.0

FY17FY18FY19FY20FY21

Revenue increase year on year

$ millions

212.1

120.0

145.3

277.8

65.3

39%

16%

17%

27%

5%

250,000

200,000

150,000

100,000

50,000

FY17FY18FY19FY20FY21

86,424

98,499

42,177

51,231

52,871

32,803

97,561

125,914

34,362

31,499

26,983

Sales volumes (MT)

114,718

24,576

IngredientsNutritionalsLiquidsConsumer foods

250,000

200,000

150,000

100,000

50,000

FY17FY18FY19FY20FY21

88,448

96,158

51,048

50,165

63,857

32,894

94,188

138,971

20,990

31,492

23,597

Production volumes (MT)

109,899

25,508

IngredientsNutritionalsLiquidsConsumer foods

11,850

12,015

9,466

8,947

PAGE 33SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

KEY FINANCIAL
METRICS

771.0

1,283.0

1,168.0

1,031.0

310.0

14.9%

22.7%

18.3%

12.6%

(1.5%)

18.7%

20.9%

39.3%

47.2%

38.7%

FY17FY18FY19FY20FY21FY17FY18FY19FY20FY21FY17FY18FY19FY20FY21

Gross profit per MT*Return on capital employed %Debt/debt + equity

EBIT per MTBasic earnings per share (cents NZD)Net debt/EBITDA

478.0

879.0

22.8

41.5

0.9

0.8

2.2

3 .1

12.9

45.3

41.4

776.0

625.0

FY17FY18FY19FY20FY21

(80.8)

FY17FY18FY19FY20FY21FY17FY18FY19FY20FY21

(13.8)

*Excludes gross profit not attributable to business units.

PAGE 34SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

• North Island farmer suppliers responsible for 13% of
total milk supply or 59 farms.

• North Island milk pool grew with an additional 1.3 million

kgMS or 4 farms. Total farms 59.

• South Island milk pool grew during the 2020/21

season, with an additional 8.9 million kgMS or 21 farms.

Total farms 222.

• Lead With Pride™ programme growing with 178 farms

certified (FY20: 151 farms).

MILK

PRICE

MILK

POOL

NET MILK

COLLECTED

• Total average milk payment of $7.82 per kgMS.

• Average base milk price for 2020/21 season is $7.55. 

• Average incentive payment paid per kgMS for the

season was 27 cents (FY20: 25 cents) made up of

incentives and winter milk payments.

• Forecast base milk price for the 2021/22 season

opened at $8.00 per kgMS.

$8.00

$6.00

$4.00

$2.00

$0.14

2016/172017/182018/192019/202020/21

$6.65

$6.40

$0.13

$0.18

Average base milk priceIncentives

$6.16

$7.05

$7.55

$0.25

$0.27

FY09FY13FY17FY10FY14FY18FY11FY15FY19FY12FY16FY20FY21

300

250

200

150

100

50

No. of farms

South Island

kgMS

No. of South


Island farms

No. of North


Island farms

North Island

kgMS

20,000

60,000

40,000

80,000

90,000

30,000

70,000

50,000

100,000

10,000

kgMS

(thousands)

kgMS

(thousands)

FY17FY18FY19FY20FY21

60,785

66,066

70,472

82,737

64,954

PAGE 35SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

FY17FY18FY19FY20FY21
Sales Volume (MT)

Nutritionals26,12142,17751,23152,87134,362

Ingredients114,71886,42498,49997,561125,914

Liquids--8,94732,80331,499

Consumer Foods---12,01526,983

Subtotal140,839128,601158,677195,250218,758

Gross Profit ($M)

Nutritionals70.3120.0151.5170.042.8

Ingredients38.345.036.831.314.5

Liquids--(3.0)(2.2)(4.9)

Consumer Foods---2.215.3

Subtotal108.6165.0185.3201.36 7.7

GP/MT ($)

Nutritionals2,6912,8462,9573,2151,246

Ingredients334521374321115

Liquids--(339)(66)(154)

Consumer Foods---186568

Subtotal7711,2831,1681,031310

GROSS PROFIT PERFORMANCE

BY CATEGORY

Sales not attributable to business units are not included in the above table.

PAGE 36SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

BANKING FACILITIES,
COVENANTS AND BOND ISSUE

Synlait currently has four syndicated bank facilities in place with

ANZ and BNZ:

1. Working capital facility (multi-currency) – facility limit of $250 million and 

reviewed annually, with a temporary increase to $330 million in September 2021,

stepping down over several months back to $250 million in February 2022. 

2. Revolving credit facility (Facility A) – facility limit of $100 million maturing  1

October 2023

3. Revolving credit facility (Facility B) – facility limit of $50 million maturing  on 1

October 2023

4. Revolving credit facility (Facility C) – facility limit of $50 million maturing  on

1 October 2023

Bond issue

• $180 million of five-year unsecured subordinated fixed rate bonds listed on the

NZX Debt Market in December 2019

Synlait has key financial covenants in place with its banking syndicate for

FY22. These are:

1. Interest cover ratio – EBITDA to interest expense of no less than 3.0x

2. Minimum shareholders funds – no less than $600 million

3. Working capital ratio – inventory and debtors to working capital facility outstanding of

no less than 1.5x

4. Leverage ratio – total debt to EBITDA is no greater than 4.5x

5. Senior leverage ratio – total debt excluding Subordinate Bond to EBITDA is no greater

than 3.0x

PAGE 37SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

DISCLAIMER
This presentation is intended to constitute a summary of certain

information about the Synlait Group (“Synlait”) or in connection with its

full year 2021 financial results. It should be read in conjunction with, and

subject to, the explanations and views in documents previously released

to the market by Synlait.

This presentation is not an offer or an invitation, recommendation or

inducement to acquire, buy, sell or hold Synlait’s shares or any other

financial products and is not a product disclosure statement, prospectus

or other offering document, under New Zealand law or any other law.

This presentation is provided for information purposes only. The

information contained in this presentation is not intended to be relied

upon as advice to investors and does not take into account the investment

objectives, financial situation or needs of any particular investor. Investors

should assess their own individual financial circumstances and should

consult with their own legal, tax, business and/or financial advisers or

consultants before making any investment decision.

Any forward looking statements and projections in this presentation

are provided as a general guide only based on management’s current

expectations and assumptions and should not be relied upon as

an indication or guarantee of future performance. Forward looking

statements and projections involve known and unknown risks,

uncertainties, assumptions and other important factors, many of which

are beyond the control of Synlait and which are subject to change without

notice. Actual results, performance or achievements may differ materially

from those expressed or implied in this presentation. No person is under

any obligation to update this presentation at any time after its release

except as required by law and the NZX Listing Rules, or the ASX Listing

Rules.

Any forward looking statements in this presentation are unaudited and

may include non-GAAP financial measures and information. Not all

of the financial information (including any non-GAAP information) will

have been prepared in accordance with, nor is it intended to comply

with: (i) the financial or other reporting requirements of any regulatory

body or any applicable legislation; or (ii) the accounting principles or

standards generally accepted in New Zealand or any other jurisdiction,

or with International Financial Reporting Standards. Some figures may

be rounded and so actual calculation of the figures may differ from the

figures in this presentation. Some of the information in this presentation

is based on non-GAAP financial information, which does not have a

standardised meaning prescribed by GAAP and therefore may not be

comparable to similar financial information presented by other entities.

Non-GAAP financial information in this presentation has not been audited

or reviewed.

Any past performance information in this presentation is given for

illustration purposes only and is not indicative of future performance and

no guarantee of future returns is implied or given.

While all reasonable care has been taken in relation to the preparation

of this presentation, to the maximum extent permitted by law, no

representation or warranty, expressed or implied, is made as to the

accuracy, adequacy, reliability, completeness or reasonableness of any

statements, estimates or opinions or other information contained in this

presentation, any of which may change without notice. To the maximum

extent permitted by law, Synlait, its subsidiaries, and their respective

directors, officers, employees, contractors, agents, advisors and affiliates

disclaim and will have no liability or responsibility (including, without

limitation, liability for negligence) for any direct or indirect loss or damage

which may be suffered by any person through use of or reliance on

anything contained in, or omitted from, this presentation.

All values are expressed in New Zealand currency unless otherwise

stated.

All intellectual property, proprietary and other rights and interests in this

presentation are owned by Synlait

PAGE 38

SYNLAIT MILK FULL YEAR INVESTOR PRESENTATION 2021

INVESTORS AND MEDIA
Hannah Lynch

Corporate Affairs Manager

+64 21 252 8990

hannah.lynch@synlait.com

---

Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com





NZX: SML

ASX: SM1



27 September 2021


Synlait Publishes FY21 Result; Appoints CEO; and Proposes Governance Changes

Synlait Milk Limited (Synlait) today published its financial result for the 12 months ended 31 July 2021

and announced the appointment of Grant Watson as the company’s next CEO.


Synlait CEO John Penno commented: “Today’s financial result illustrates that the last financial year

has been very challenging for Synlait. We have always had the enormous advantage of starting fresh

some 13 years ago as a small part of a large, successful, and well-established global industry. Our

strategy fundamentally plays to this competitive advantage and is driven by our purpose:

Doing Milk

Differently For A Healthier World

. We have fallen short of delivering on this advantage. The

opportunity to pause, learn, change, and then double down on delivering the potential Synlait’s Board

and Management firmly believe is there is being approached with fresh energy and is our number one

priority. Today marks the start of a new chapter as we set out a clear plan to return to robust

profitability.”


“During the last quarter of FY21, the Board and Management team built a clear and accurate picture of

Synlait’s current performance in the context of change over the last five years. We have begun to

execute a plan to rebuild:


1. We have reviewed and remain confident in our strategy. However, execution clearly needs to

improve.


2. We have aligned structure to strategy, appointed a CEO, and are proposing Governance

changes to shareholders.


3. We have reset our banking arrangements.


4. We are making changes to release cash from inventory and improve working capital

management.


5. We have built a plan to return to robust profitability.”


Grant Watson appointed as Synlait CEO


The Board has appointed Grant Watson as CEO. Grant will join the Synlait team in January 2022.


Grant is currently CEO of dairy company, Miraka. Prior to Miraka, he spent 10 years at Fonterra where

he held several senior roles including Director of Global Foodservice, Acting Director of Sales

Fonterra Brands New Zealand, Managing Director of Tip Top, and Director of Route and Foodservice

Fonterra Brands New Zealand. Prior to Fonterra, Grant built his executive career at McDonalds New

Zealand to become Chief Operating Officer. He has also held several governance and directorship

roles for private and publicly listed companies.


Synlait Chair Graeme Milne commented: “Grant has a track record of materially transforming and

accelerating businesses by setting clear strategies, surrounding himself with diverse and talented

people, and relentlessly driving execution to deliver strong sustainable results.”




Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com




“Prior to Miraka, Grant led the significant growth of Fonterra's Global Foodservice business and has

overseen the successful commercialisation of numerous value-added dairy products. This is a key part

of Synlait’s strategy going forward and we look forward to benefiting from his skills and experience.”


Grant Watson commented: “I have watched the Synlait story with interest for many years and am

excited to join the team in 2022. I’m a passionate New Zealander and believe our country has an

important role to play in taking our high-quality products to the world. I look forward to continuing this

journey with the Synlait team.”


Grant will be joined by Robert Stowell who has been appointed CFO after acting in the role for the last

five months.


Proposed Governance changes to be voted on by shareholders


As previously signalled, Graeme Milne stated his intention to retire by rotation at Synlait’s Annual

Meeting in December. However, considering Synlait’s recent challenges the Board is keen to maintain

Graeme’s knowledge given his 17 years with Synlait. When Grant starts as CEO, Graeme will retire as

Chair and be appointed as a Board Advisor for one year.


John Penno will be appointed Chair when Graeme retires. As John is a Board Appointed Director the

Board will seek ratification from shareholders at the Annual Meeting in December via a change to

Synlait’s constitution. The constitution will be amended to remove the requirement for the Chair to be

an Independent Director. This will be a temporary measure as the Board is aware it is best practice to

have an Independent Chair.


When Graeme retires in 2022 the Board will appoint Paul McGilvary as an Independent Director.

Paul’s appointment will be ratified by shareholders at the 2022 Annual Meeting. Paul has extensive

dairy sector experience. He is currently Deputy Chair of AsureQuality, Chair of BVAQ Australia, and a

Non-Executive Director of Waikato Milking Systems. Paul previously held several executive roles

including, CEO of Tatua Co-operative Dairy Company Limited, CEO of HortResearch, and Managing

Director, Fonterra (Europe).


Graeme commented: “John has been the chief architect of Synlait’s recovery plan and is in the best

position to Chair the Board and guide Grant through his induction and establishment. The Board

believe retaining the experience of John and myself alongside the rest of Board, while bringing in the

new talent of Paul and Grant is the optimal choice.”


Synlait’s Annual Meeting will be held in Christchurch on Wednesday 1 December 2021. Further details

will be included in the Notice of Meeting.


Synlait’s FY21 financial performance


Key financial metrics in today’s result included:

1



• Revenue up 5% to $1,367.3 million.

• EBITDA down 78% to $37.3 million.

• NPAT down 138% to ($28.5) million.

• Nutritionals sales down 35% to 34,362 MT.

• Ingredient sales up 29% to 125,914 MT.

• Dairyworks revenue was $229 million.


A full summary of Synlait’s financial performance can be found in the investor presentation and annual

report released with this announcement.




1

Comparisons are to the 12 months to 31 July 2020 (FY20) unless stated otherwise.


Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com




Final 2020/2021 total average milk price of $7.82 per kgMS


The total average milk payment for the 2020/2021 season is $7.82 per kgMS. This is made up of a

base milk price of $7.55 per kgMS and $0.27 of incentives (including Lead With Pride™). This is the

second highest milk price Synlait has paid and is a result of strong and consistent demand for dairy

products, especially from Southeast Asia.


Strong demand continues for dairy and has resulted in our forecast milk price remaining at $8.00 per

kgMS for the current 2021/2022 season.


FY22 guidance


Synlait expects its Net Profit After Tax result to return to robust profitability in FY22 based on:


• a return to normal trading conditions and tighter management of its Ingredient business;

• improved infant base powder volumes;

• a growing contribution from its Liquids and Consumer Foods business units; and

• targeted and significant cost savings from Synlait, Dairyworks and Talbot Forest Cheese.


FY22 will also include a one-off gain on sale of approximately $17 million from the sale and leaseback

of the land and building at Synlait Auckland.


Synlait’s performance will build into FY23 as its new multinational customer at Synlait Pokeno ramps

up, and its Liquids and Consumer Foods businesses continue to grow.


Planned reductions in inventory at Synlait and Dairyworks will generate operating cashflows in excess

of earnings. These strong cashflows will enable Synlait to complete its capital expenditure programme

and reduce debt to comfortable levels over the next two years.


By the end of FY23, the recovery plan will have seen Synlait return to similar levels of profitability,

operating cash flows, and debt ratios as the years leading into FY21.


For more information contact:

Hannah Lynch

Corporate Affairs Manager

P: +64 21 252 8990

E: hannah.lynch@synlait.com

---

Results announcement
27 September 2021




Results for announcement to the market

Name of issuer Synlait Milk Limited (SML)

Reporting Period 12 months to 31 July 2021

Previous Reporting Period 12 months to 31 July 2020

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$1,367,349 5%

Total revenue $1,367,459 5%

Net profit/(loss) from

continuing operations

($28,451) (138%)

Total net profit/(loss) ($28,451) (138%)

Interim/Final Dividend

Amount per Quoted Equity

Security

Not proposing to pay dividends.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$2.93 $2.76

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the following accompanying documents:

• FY21 Annual Report / Financial Statements

• FY21 Investor Presentation

Authority for this announcement

Name of person authorised

to make this announcement

Graeme Milne, Synlait Chair

Contact person for this

announcement

Hannah Lynch, Synlait Corporate Affairs Manager

Contact phone number +64 21 252 8990

Contact email address hannah.lynch@synlait.com

Date of release through MAP 27/09/2021


Audited financial statements accompany this announcement.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.