ArborGen Holdings Limited – Annual Report FY 2025
Annual
Report
2025
Welcome
Welcome to ArborGen Holdings’ 2025 Annual
Report. Every day our people work together
to attain our vision of being the world-
leading provider of value-added, high-quality
seedlings for the forestry industry ... creating
thriving forests that benefit landowners, the
environment, and future generations through
unmatched industry expertise.
In this report, we highlight the progress we
are making towards achieving our goal and
our performance in the FY25 financial year.
The 2025 Annual Report covers the financial
year ended 31 March 2025. All references to
dollars are in USD, unless otherwise stated.
The report has been approved by the Board.
Dave Knott Justin Birch
Chairman Chief Executive Officer
1ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Contents
2025 Overview
Business
Fundamentals
Financials
Governance
and Disclosures
About ArborGen2
Creating Value for
our Customers
14Financial Statements25
Corporate
Governance Report
58
Our Strategy3
Climate Resilience
and Opportunities
18
Notes to the
Financial Statements
30Statutory Information73
FY25 Snapshot4Celebrating Our People19
Independent
Auditor’s Report
55Directory77
FY25 Financial
Performance
6
Our Leadership Team
and Board
22
Chairman and CEO’s
Report
7
Adjusted US GAAP
Reconciliation
24
There are statements in this Report that are ‘forward looking statements.’ As these forward-looking statements are
predictive in nature, they are subject to a number of risks and uncertainties relating to the Group, many of which are
beyond our control. In particular, ArborGen’s operations and results are significantly influenced by the general level
of economic activity in the various sectors of the economies in which it competes, particularly in the United States
and Brazil. Fluctuations in industrial output and the impact that has on global demand for wood fibre and hence
harvest and reforestation levels, government environmental and regional development policies, capital availability,
relative exchange rates, interest rates, the profitability of our customers, can each have a substantial impact on our
operations and financial condition. ArborGen-specific risks and uncertainties include (in addition to those broad
economic factors noted above) the global markets and geographies in which it operates, intellectual property
protection, regulatory approvals, the rate of customer adoption of advanced seedling products, the success of
its research and development activities, weather conditions, cone and seed inventory, biological matters, and the
fact that ArborGen’s annual crops and seed orchards are not the subject of insurance cover. As a result of the
foregoing; actual results, conditions and conclusions may differ materially from those expressed or implied by such
statements. All references to currencies in this document are in US dollars (US$) unless otherwise stated.
2ArborGen Holdings Limited and Subsidiaries Annual Report 2025
About ArborGen
Our vision is to be the world-leading provider of value-
added, high-quality seedlings for the forestry industry,
creating thriving forests that benefit landowners, the
environment, and future generations through unmatched
industry expertise.
Leading the Way
ArborGen is a global leader in advanced genetics seedlings, and a market leader in our targeted markets of
the US South and Brazil. Our team of more than 820 are spread across 10 orchards and 16 nurseries, with our
head office based in South Carolina, USA.
Our customers are forest landowners, forestry consultants, tree planters and carbon project developers.
We help to ensure the maximum productivity of their forests, providing outstanding growth and yield to
address the world’s growing need for wood, fibre and fuel. Our high-value products significantly improve the
productivity of a given acre of forestry land and are transforming the forestry industry.
Large Opportunities in Targeted Growth Markets
We are focused on two regional markets in the US South and Brazil, where we have identified strong growth
and commercial potential for ArborGen, and where we can build on our existing footprint and market share.
Every year, we deliver millions of seedlings to more than 2,000 customers.
Strongly Positioned for the Future
ArborGen has a clear strategy, increasing momentum and a market leadership position. We have a
competitive advantage driven by decades of investment in research, intellectual property and people
capability.
We are committed to environmental stewardship and a sustainable future for our business and shareholders,
our people, customers and communities. Through innovation and expertise, we develop sustainable solutions
that maximise value for our stakeholders while protecting and preserving the environment.
Genetically
Improved Seedlings
Offspring with enhanced
traits from seed orchards
Seed Orchards
Controlled environments
where selected parent trees
produce improved seeds
Selected Parent Trees
Superior trees based on
desirable traits
Open Pollinated Trees
Naturally pollinated with
genetic variability
Superior Trees
Straighter, higher value,
more disease resistance,
increased harvest
Genetically
Superior Trees
3ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Our Strategy
Driving growth and leveraging
long-term demand trends.
ArborGen’s dual pathway strategy provides the
framework for our actions.
We are building a strong platform for our business as
we optimise our asset base, improve efficiencies and
productivity and create a strong performance culture.
The US South and Brazil remain our primary markets
and we have identified strong growth and commercial
potential in these regions. Our focus on advanced
genetics continues to deliver superior prices and margin.
Long term macro trends support our go-to-market story.
Dual Pathway Strategy
Driving growth and leveraging long-term demand trends
Go to Market
Grow demand and sales
of higher value advanced
genetics seedlings
Operating Strength
Enable a strong foundation
for the future
• Strengthen the organisation and
develop a performance culture
• Optimise total productivity
• United States: Expand market and
increase Mass Control Pollinated
(MCP
®
) adoption
• Brazil: Opportunistic and measured
expansion
• Focus on market-driven genetics
for the future
ExcellenceIntegrityCustomersSustainabilityPeople
4ArborGen Holdings Limited and Subsidiaries Annual Report 2025
FY25
Commercial
Highlights
• Continued growth in Brazil; US
headwinds persist
• Clear growth strategy with defined
pathways to future growth
• Continuing focus on efficiencies
and cost management
• Completion of share buyback
programme, with 5,908,529 shares
acquired and cancelled
• Continued investment in R&D and
product development, to create new
genetics that provide ArborGen’s
competitive advantage
United States: Margin Expansion and Measured Growth
• Persistent macroeconomic and market headwinds beyond initial expectations;
US South remains at the low end of the cycle with soft demand
• Refreshed sales team and focus, with positive momentum in Q4
• Good progress made to streamline the business, delivering cost savings
• Continuing investment in container capacity in response to customer demand for
this added value product
Brazil: Accelerated Growth Opportunities
• Dynamic market with significant increase in market participants and capacity driving
price and quality demands
• Continuing to shift sales from market clones to protected clones, increasing business
resilience and protection
• Operational reset as business scales up and matures; resulting in a stronger team,
improved financial processes and systems, and a strong platform for future growth
• Expansion of production capacity with acquisition of Eco Empreendimentos nursery
for ~US$2.5m, settled on 1 November 2024
• Drought conditions mid-year impacted customer demand and production schedules
Revenue
$
63.2m
FY24: $67.7m
Gross Profit
$
18.2
FY24 $24.0m
Net Loss
After Tax
1
Includes non-cash
$21.8m impairment
$
(21.5)m
FY24: $(0.2)m
Net Debt
2
$
20.9m
FY24: $14.4m
10x
Adjusted US
GAAP EBITDA
3
$
8.8m
FY24: 12.8m
Capital Expenditure
$
7.7 m
FY24: $5.4m
Operational FootprintProduction
Capacity
~500m
seedlings per year
Seedling Unit Sales
327.8m
FY24: 369.2m
Our Customers
2,000+
customers per year
Our People
820+
team members
Share Buyback
5.9m
shares acquired
and cancelled
seed
producing
orchards
16x
seedling
nurseries
head office in
South Carolina
5ArborGen Holdings Limited and Subsidiaries Annual Report 2025
FY25 Numbers at a Glance
For the year ended 31 March 2025. Percentage comparatives to prior year.
(1)(1)
Includes non-cash $21.8m impairment of intangible assets. Refer to Note 16 in the Financial Statements.
(2)(2)
Excluding capitalised leases.
(3)(3)
Adjusted US GAAP EBITDA is a non-GAAP financial measure and excludes one-off and unusual items which may include restructure costs, impairments and write downs on
assets, acquisition/sale transaction costs and other one-off items. In FY25, one-off and unusual items were $2.4m including a cash $2.2m gain on sale of the in vitro business, tax
credits and other costs. Refer to page 24 for reconciliation table. Management believes this measure provides useful information, as it is used internally to evaluate performance,
and it is also a measure that equity analysts focus on for comparative company performance purpose.
6ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Group revenue of $63.2m was down 7% on FY24’s
record result, however, was a 13% uplift on FY23. An
increase in average selling price in both regions helped
to offset overall lower volumes.
The Brazil business presents significant growth
potential and is not particularly seasonal in its capital
needs. While volumes were flat, revenue increased 11%
year on year in local currency.
(1)
Demand and pricing
in the eucalyptus market remains solid, however, an
oversupply of market clone seedlings in the eucalyptus
market put pressure on pricing, with a limited flow-
on effect on protected clone pricing. ArborGen is
continuing its strategic transition towards protected
clones, which are higher value and provide greater
revenue stability. While this shift is resulting in some
short-term margin impact, it is expected to deliver
meaningful long-term gains. Gross margin was 29%.
The US has a single planting and harvesting season
each year. Headwinds in the US continued to impact
across the industry, with lower demand for timber driven
by subdued housing construction, and mill production
and harvesting curtailed accordingly. As a result, US
revenue was down 9% year on year to $37.5m. Gross
margin was 35%.
Cost mitigation efforts remain a priority across both
regions, with significant operational savings being
seen in the US from the sale of the in vitro business,
the closure of the Taylor Nursery and lease of the
Ridgeville Head Office building. An operational reset
was undertaken in Brazil as the business scales up
and matures, resulting in a stronger team, improved
financial processes and systems, and a strong platform
for future growth.
The proceeds of the in vitro sale were used to provide
further headroom for investment into growth initiatives
including the expansion of ArborGen’s container
production, nursery improvements and other strategic
initiatives such as the Eco Empreendimentos nursery
acquisition in Brazil. Cash and cash equivalents were
$3.5m as at 31 March 2025, with net debt of $20.9m.
Capital expenditure was $7.7m for the year (FY24: $5.4m).
US GAAP EBITDA increased 47% to $11.2m, benefiting
from the gain on sale of the in vitro business. Excluding
total one-off and unusual transactions of $2.4m,
Adjusted US GAAP EBITDA was $8.8m, in line with
guidance. This was below the FY24 record result but
similar to FY23 performance.
The Board has considered the carrying value of
intangible assets as part of the impairment assessment
and elected to recognise an impairment of $21.8m
related to intellectual property. Including the non-cash
impairment, net loss after tax was $(21.5)m for the year.
ArborGen’s net tangible assets per share of NZ$0.22 as
at 31 March 2025 significantly exceeds the share price
of $0.13 per share.
(2)
An on-market share buyback programme was
completed in January 2025, with 5,908,529 shares
acquired and cancelled at an average cost price of
NZD$0.1447.
(1)
3% yoy reduction in reported USD revenue as a result of foreign
exchange conversion
(2)
ArborGen share price as at 31 March 2025, NZ$ NTA calculated
using 0.5706 USD:NZD exchange rate
Financial Performance
For the year ended 31 March 2025. Percentage comparisons to prior year.
7ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Chairman &
CEO's Report
ArborGen demonstrated
resilience while navigating
a challenging year, with
continuing growth in
Brazil and a stronger Q4
performance in the US as
opportunities were maximised
and sales initiatives delivered.
Dave Knott
Chairman
Justin BirchGroup CEO
8ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Operating in two markets, along with a broader
spread of nursery and orchard locations, is a strategic
advantage that helps mitigate risk and protect our
business. We are well-positioned thanks to our strong
operational focus, new marketing strategies, refreshed
sales team and increasing investments in added value
container seedlings in response to customer demand.
We have a clear pathway to growth and are focused on
driving significant progress and financial improvement
in FY26.
Over the past year, we prioritised productivity and
operating strength. Decisive steps have been taken
to reduce costs and enhance operational efficiency,
with meaningful progress being made. As part of this,
we sold the in vitro business and moved our head
office into smaller premises. We also undertook an
operational reset in Brazil as our local business scales
up and matures, resulting in a stronger team, improved
financial processes and systems, and a strong platform
for future growth.
We invested in growth, acquiring a further nursery in
Brazil, as well as continuing our comprehensive R&D
and product development programme which allows us
to create new genetics that provide our competitive
advantage. A particular highlight for the year has been
our expanding added-value container production in
the US. We began this strategy in the US three years
ago in response to customer demand and will produce
an impressive 50 million containerised seedlings in
2025 – a clear reflection of our role as a leader in both
container and barefoot production. All our seedlings in
Brazil are sold as containers.
We were disappointed not to be able to maintain last
year’s record revenue result, with soft market conditions
in both countries hampering our sales, however, it was
pleasing to see the year ending on a stronger note.
Cost saving initiatives are having a positive impact on
our balance sheet and will provide sustainable savings
and efficiencies over the long term. One thing we know—
whether working with Mother Nature or navigating
a dynamic sales market—is there are often speed
bumps. We have comprehensive risk management
and planning processes in place, to ensure we respond
effectively and move forward stronger.
The US South and Brazil remain our primary markets
and we have identified growth and commercial
potential in both of these regions. Our focus on
advanced genetics continues to deliver superior prices
and margin.
9ArborGen Holdings Limited and Subsidiaries Annual Report 2025
US South
ArborGen remains a key player in the US South,
boasting one of the largest capacities for advanced
genetics tree seedlings production, exceeding 350
million seedlings annually. Our strategic focus remains
on the adoption of higher value, advanced genetics
seedlings throughout the region, leveraging decades
of investment in developing best-in-class proprietary
products.
The US market continues to face economic and
industry headwinds and remains at the low end of the
cycle. Around 70% of timber use is residential housing
and home improvements. High interest rates have
led to a subdued housing market, although the home
improvements sector remains solid, accounting for
around one-third of timber consumption. This in turn
has seen log demand and pricing throttled back, with
some customers postponing harvesting and limiting
planting acres, subsequently affecting their demand
for seedlings. Excess capacity and inventory across
the sector have also seen an increase in competitive
pressure.
ArborGen continues to focus on the conversion of
customers to higher value, higher return MCP seedlings,
with interest in ArborGen’s superior MCP 2.0 product
continuing to grow.
We continue to expand our production and sales
of containerised seedlings in response to customer
demand. These provide more flexibility in planting
programmes and are more resilient to weather
conditions and on challenging sites.
A refreshed and strengthened sales team has been in
place in 2H25 with new marketing and pricing strategies
being implemented and good momentum being seen.
ArborGen was fortunate to only suffer minimal orchard
damage from Hurricane Helene, and harvested crops
in our nurseries were unaffected. However, many of
our clients’ forests were devastated, with reforestation
planting expected to commence between 2026 and
2028, providing an opportunity for ArborGen.
Regional outlook
While market conditions in the US South are not
expected to materially improve until at least the 2026
calendar year, some volume and revenue growth is
expected in FY26, as a result of sales activity, market
share gains and a focus on higher value products.
An upturn in the housing market is expected to start
gradually building from 2026 and should result in a
rebound in timber demand. This will see a return in
demand for seedlings as customers harvest and replant.
ArborGen’s advanced genetics seedlings are ideally
suited to this market, providing customers with the
opportunity to achieve higher yields and returns from
premium grade timber for housing, meeting the growing
market demand.
The carbon market opportunity remains in its infancy,
however, ArborGen is well positioned as the seedling
supplier of choice for carbon offset projects. In particular,
ArborGen is a key supplier to Chestnut Carbon, which
has already planted 17 million trees supplied by
ArborGen. Chestnut Carbon has signed carbon offtake
agreements with credit buyers including Microsoft and
is in the process of planting hundreds of thousands of
acres to support these projects.
Longer term macro trends are positive with an
undersupply of housing, old housing stock and a
demographic bulge of young adults moving into their
30s – a time when many purchase their first homes,
and high interest rates are expected to recede.
Our sales strategy is clear – to gain market share and
capitalise on our premium genetic offering. We are
well-positioned to respond swiftly and capitalise on
opportunities as the market cycle turns upward.
Seedling sales
(units m)
Sales revenue
($m)
Seedling capacity
(units m)
Advanced
genetics as % of
total sales volume
FY24
FY25
FY25
FY25
FY25
FY23
260m
214m
273m
FY24
FY23
$41m
$39m
$38m
FY24
FY23
37%
41%
42%
FY24
FY23
350m
350m
350m
10ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Brazil
In Brazil, ArborGen is the only company focused
exclusively on developing and supplying tree seedlings
with superior genetics to the general Brazilian forestry
market. We are leveraging our strong position in
the pine and eucalyptus seedling markets to build
a sustainable, highly profitable business that is
recognised as the preeminent seedling supplier.
Brazil is the world’s largest producer and exporter of
hardwood pulp with demand for eucalyptus seedlings
projected to be 1.2 billion per annum for the next few
years. Demand for pine also remains strong. However,
a rapid escalation in production capacity across the
sector in eucalyptus, particularly for market clones, has
created increasing price volatility and higher customer
quality demands.
Weather conditions also impacted on this year’s results,
with a severe drought mid-year reducing customer
demand, followed by a significant demand spike
which ArborGen was unable to fully optimise due to
production interruptions and resource constraints as
a result of the drought conditions.
There is a growing market for new, higher quality clones
with higher yields that are also more resilient, and this
presents an opportune landscape for ArborGen. Our
superior trees offer higher yields and higher wood
density than standard market clones, improved disease
and insect resistance, and good drought tolerance.
We are moving quickly to leverage this demand, with
investment into nurseries and orchard development
to transform more product from market (unprotected)
to protected clones. In the early years as production
is transitioned to protected clones, yields are lower,
resulting in a higher cost of sales, however, long term
commercial fundamentals are strong.
In November 2024, we acquired an additional
eucalyptus nursery business, and our production
capacity now sits at over 150 million seedlings per year,
through our own nurseries as well as contract growers.
We are continuing to identify new opportunities to both
expand our production capacity in Brazil and across the
broader South America region, as well as new product
opportunities.
Regional outlook
Market pressures are expected to continue, reflected
primarily by a lower average selling price, however long-
term demand trends remain strong.
Our volumes are expected to grow, driven by the
increase in growing areas and seedling availability,
with some impact on pricing from the current excess
capacity and inventory of market clones.
We will continue to move more production to protected
clones, with our sales team focused on transitioning
customers to this higher value offering. Recent
initiatives will help improve cost of sales and deliver
yield improvements.
Seedling sales
(units m)
FY24
FY25
FY23
113m
113m
102m
Sales revenue
(R$m)
FY25
FY24
FY23
$130m
$87m
$144m
Seedling capacity
(units m)
FY25
FY24
FY23
138m
150m
120+m
Sales revenue
(US$m)
FY25
FY24
FY23
$27m
$17m
$26m
Advanced
genetics as % of
total sales volume
FY25
FY24
FY23
40%
50%
60%
11ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Operating Strength
Over the past year, we have prioritised productivity and
operating strength. Decisive steps have been taken
to reduce costs, enhance operational efficiency and
strengthen the balance sheet, with meaningful progress
being made. As part of this, we sold the in vitro business
and have more recently moved our head office into
smaller premises, with our original building now for sale
and currently being leased.
In Brazil, an operational reset was undertaken as the
business scales up and matures. The steps we are
taking now to strengthen our processes and operations
will support the business as it continues its growth
trajectory.
We continually monitor and review our seed orchards,
production capacity and inventory. In Brazil, we have
undertaken a recent mapping of nursery capacity
and expansion opportunities, to add to our internal
capacity, while in the US we have completed an
update of our 10-year orchard plan and production
estimates to ensure we remain aligned with market
needs. As severe weather events, such as drought and
hurricanes, become more common, we are building
on our knowledge, and adapting our processes and
planning to take these into account. The diversity and
increasing expansion of our growing areas provides
us with increased protection against weather events.
Our goal is to ensure we have adequate supply
to produce the demand for advanced genetics
seedlings, as well as at least two years’ buffer seed
to reduce reliance on single year cone harvests. In FY25,
ArborGen achieved a modest year on year increase
in overall MCP seed production in the US, with cones
harvested in October 2024 producing a seed equivalent
of 122 million seedlings. The total includes the largest
harvest of MCP-2.0 to date, as well as an increased
harvest for the Coastal provenance allowing us to build
inventory for this region.
In both our businesses, we are continuously looking
at how we can improve harvesting and pollinating
processes to deliver greater efficiency and quality.
This includes investigating how we can better utilise
technology and automation across our business.
Much of the industry is reliant on manual labour, from
seed collection and planting to nursery maintenance
and harvesting. However, the industry faces challenges
such as labour shortages, rising costs, and the
physical demands of repetitive tasks. The integration
of technology, including automated harvesting,
mechanised planting, and drone-assisted monitoring,
presents a significant opportunity to enhance efficiency,
reduce labour dependency, and improve seedling quality.
Our team comprises expert, experienced individuals
who are contributing to the growth and success of our
business. We have done a lot of work over the past year
to build our culture, improve communication across
our team, better connect our team with our corporate
objectives and create a rewarding workplace. Safety
remains a priority, with robust reporting processes and
regular training sessions covering topics from vehicle
safety to fire fighting and first aid.
12ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Outlook
ArborGen is a recognised leader in advanced genetics
seedlings, delivering innovative solutions that drive
success for forestry and landowners. Our expertise,
investment in our business and recent focus on
efficiency and productivity position us well for the future.
For FY26, we are targeting a return to the record
earnings results delivered in FY24. As macro pressures
ease, particularly in US, market demand is expected
to increase and we expect an improvement in both
revenue and gross margin. Recent work carried out
to improve operational efficiency and management,
particularly in Brazil, will benefit from FY26.
In Brazil, ArborGen’s volumes are expected to grow,
driven by increased growing areas and seedling
availability, with some impact on pricing from the
current excess capacity and inventory of market clones.
ArborGen will continue to move more production to
protected clones, with the sales team focused on
transitioning customers to this higher value offering.
While market conditions in the US South are not
expected to materially improve until at least the 2026
calendar year, some volume and revenue growth is
expected in FY26, as a result of sales activity, market
share gains and a focus on higher value products.
The carbon market opportunity remains in its infancy,
however, ArborGen is well positioned as the seedling
supplier of choice for carbon offset projects.
Investment will continue into new product development,
including protected clones and advanced genetic pine
seeds, as well as expansion of container seedlings
capacity to meet customer demand.
We would like to acknowledge and thank our team
members who are making our business a success.
We would also like to thank our customers, suppliers
and shareholders for their support. We are privileged to
have the trust of our customers and are committed to
continuing to deliver high quality products and service
that meets their needs.
ArborGen is a market leader, has a robust strategy
in place and identified growth opportunities. Your
Board remains focused on delivering value for our
shareholders.
Dave Knott Justin Birch
Chairman Chief Executive Officer
23 June 2025
13ArborGen Holdings Limited and Subsidiaries Annual Report 2025
14ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Creating
Value for Our
Customers
ArborGen’s advanced
genetics seedlings deliver
increased value for forest
owners.
We help landowners ensure the maximum productivity
of their forests – providing outstanding growth and
yield to address the world’s growing need for wood,
fibre and fuel. Our high-value products significantly
improve the productivity of a given acre of forestry
land and are transforming the forestry industry.
Not all control pollinated loblolly pine tree seedlings
are created equal. By choosing ArborGen MCP loblolly
pine seedlings, customers benefit from our decades
of forest science, field trials and genetic gains.
We combine superior nursery management practices
with advanced tree improvement to produce trait-
specific superior trees resulting in higher returns for
customers.
The longest, straightest, and strongest Southern
loblolly pine are optimal for telephone/utility poles and
demand the highest prices. Next in value is saw timber.
Depending on seedling genetics and location, a final
harvest can yield 70 to 140 tons per acre of sawtimber,
which is considerably more valuable than pulp timber.
We are by our customers’ side at every step of the
process, helping to transform forests into even more
valuable and profitable assets. Our team provides
forestry expertise and customer service to ensure
landowners get the most out of every tree they grow.
ArborGen’s advanced genetics seedlings deliver:
40
+
%
higher revenue
50
+
%
greater net
present value
Better log
straightness &
reduced forking
More
disease
resistance
60
+
%
more sawtimber
at final harvest
15ArborGen Holdings Limited and Subsidiaries Annual Report 2025
16ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Inside
the MCP
Bagging
Process
The MCP seedlings bagging process is a critical step
in ensuring controlled pollination and the production
of elite genetics. MCP bags are carefully installed
at the correct flower stage – before receptivity – to
isolate them from external pollen sources. Once the
flowers reach the optimal stage, each bag is pollinated
a minimum of two times. This meticulous approach
guarantees that each seedling benefits from a precisely
controlled genetic combination, maximising future
forest productivity.
Safeguarding genetic integrity from
start to finish
To prevent the accidental mixing of MCP and OP (Open
Pollinated) cones, precise limb tagging is implemented.
Each limb receiving an MCP bag is marked with a limb
tag that remains in place for approximately 18 months,
ensuring clear identification throughout the process—
from bagging through to cone harvest. Only MCP cones
are harvested above the limb tags, while OP cones
are collected separately. This rigorous methodology
protects the integrity of our high-value MCP cones and
guarantees their genetic purity, reinforcing ArborGen’s
commitment to precision and innovation in genetic
improvement.
Innovation in the field
The team is continuously improving efficiency by refining
standard operating procedures, testing different
MCP bags, and advancing pollination equipment and
pollen processing. A major innovation this year is the
introduction of metered pollen guns, developed in
collaboration with a specialised design company.
After years of testing, these devices are now being
deployed across all our orchards, ensuring the
precise application of pollen in every MCP bag. This
breakthrough not only improves efficiency but also
enhances the consistency of genetic results, marking
a significant step forward in controlled pollination
technology.
17ArborGen Holdings Limited and Subsidiaries Annual Report 2025
18ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Climate Resilience
and Opportunities
ArborGen’s operations are deeply tied to climate and weather conditions,
particularly across our key geographies in the Southern United States and South
America. Our seedling production cycle depends on stable, predictable weather -
increasing climate-related risks such as hurricanes, droughts, heavy rainfall, flooding,
frost, and extreme heat have the potential to significantly disrupt production
schedules, damage infrastructure, and create challenges in labour availability and
supply chain continuity.
With over 30 years of experience, ArborGen has built strong resilience capabilities.
We have implemented targeted risk mitigation strategies – ranging from crop
rotation and secure seed inventories to flexible planting schedules and diverse soil
mixes – putting us in a strong position to navigate future risks and capitalise on
opportunities.
Technology plays a central role in strengthening our climate resilience. We have
invested $140,000 in drone technology, providing real-time crop health and seed
inventory data that supports efficient, climate-resilient production and harvesting.
A further $112,500 has been allocated to upgrade GPS mapping across 15 tractors,
ensuring precision in field operations and alignment with natural and constructed
drainage systems – crucial for preserving soil quality and managing water flow
during extreme weather events.
ArborGen continues to pursue orchard and nursery diversification across
geography and age class, spreading risk and enhancing resilience. Labour
availability, particularly during peak production periods, is increasingly affected
by climate volatility; we mitigate this through strong supplier partnerships and
are actively exploring automation to support business continuity.
Climate change also presents compelling growth opportunities. Rising global
demand for carbon sequestration, sustainable forestry, and renewable materials
such as timber aligns with ArborGen’s long-term strategy. Additionally, financial
mechanisms like green bonds and sustainability-linked loans may support future
climate-aligned investments – for both ArborGen and our customers.
We remain committed to continuous improvement in climate risk management
and adaptation. ArborGen’s FY25 Climate-Related Disclosures Report will be
available on our website by the end of July 2025.
Through sustained investment and science-led planning, ArborGen is well-
positioned to thrive in a low-emissions, climate-resilient future.
Scope 1 & 2 Emissions (tCO2e) remained in line with the previous year.
More than 60% of emissions are related to fuel use in our operations.
FY25:
FY24:
3,708
3,847
19ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Celebrating
Our People
20ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Beatriz Marion
Brazil Financial Supervisor
Born in Campinas, in the interior of São Paulo, Beatriz first joined ArborGen in 2017
as an intern as part of her college studies. Just six months later, she was hired into
her first permanent role at the company, as Administrative Assistant. In the ensuing
eight years, Beatriz has had four promotions, most recently to Financial Analyst in
2019 and then to Financial Supervisor, responsible for a team of five, in 2023.
“ArborGen opened doors and that’s where I grew, emotionally and professionally.
I know I can learn and grow even more, as part of a team, because no one does
anything alone”.
Francisca de Assis Vieira Borges
Coordinator
With a background in administration, Francisca (known as Diá) had her first
contact with a nursery in 2010 when she became a forest nurseryman in Eco
Empreendimentos nursery (a company acquired by ArborGen in 2024). Within six
months, she transitioned into an administrative role and became an Administrative
Assistant the following year. After leaving to focus on her studies and gain
experience in other sectors, Diá returned to Eco Empreendimentos in January
2023 as Nursery Supervisor, and was recently promoted to Coordinator.
Her role today is multifaceted: she oversees operational routines, ensures
the quality of seedlings, manages documentation and reports, supports team
coordination and planning, and helps integrate the nursery’s practices with
ArborGen’s broader objectives. She is currently finishing a technical course
in Administration and holds a degree in Accounting.
Meet some of our team
21ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Randy Purvis
Senior Nursery Specialist
Randy has been a dedicated team member at our Bellville nursey since 1986,
beginning his career with Union Camp before transitioning to International Paper
and ultimately ArborGen. Over the years, he has contributed across multiple areas
including Seed Orchard Operations, Product Development, and currently, Nursery
Operations. For more than 15 years, Randy has played a key role in developing and
expanding the container production programme.
Known for his integrity, reliability, and leadership, Randy consistently sets a standard
of excellence for his team. His work ethic and commitment require no oversight –
confidence in his performance is a given. A lifelong resident of Georgia, Randy has
also maintained a strong connection to agriculture, farming soybeans and corn
throughout his life. His deep experience and dedication continue to be an invaluable
asset to the ArborGen team.
Betty Jo Hampton
Senior Business Specialist
BJ Hampton remains a cornerstone of the team at ArborGen’s Bluff City Nursery in
Nevada County, Arkansas. She began her career in 1980, just one week before the
first pine seeds were sown at the nursery. For more than 25 years, she played a vital
role in sowing each crop. For 45 years, she has managed the logistics and invoicing
of over 2.1 billion pine and hardwood seedlings – an effort that continues with an
additional 31.7 million seedlings projected for the upcoming crop year.
BJ’s unmatched knowledge and dedication have helped support reforestation
across millions of acres in Arkansas, Oklahoma, Texas, Louisiana, and beyond.
With her reputation for strong personal connections with customers, BJ is the go-to
expert for matching the right seedling to the right land. As her manager puts it,
“To say BJ contributed to the success of the nursery business would be a great
understatement – she pioneered it.”
22ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Our Leadership Team
Our leadership team is made up of passionate and
experienced professionals who bring a wealth of
knowledge to ArborGen.
Their insights and expertise are fundamental to our
success as we navigate the evolving landscape of our
industry, ensuring we stay on track to achieve our goals
and continue our growth.
Justin Birch
Group CEO
Joined: June 2023
Timothy Spreier
Vice President of Operations
Joined: March 2024
Adriano Amaral de Almeida
General Manager, Operations, Brazil
Joined: August 2023
Patrick Cumbie
Vice President of
Product Development
Joined: July 2010
Christina Green
Chief Financial Officer
Joined: March 2024
Jason Watson
Director, US Sales
Joined: August 2012
23ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Our Board
ArborGen has a strong Board that provides robust
governance and oversight of our strategy and
organisation.
We report on our corporate governance framework
and practices each year in our Annual Report. This
can be viewed on pages 58 to 72. Key governance
documents are available for viewing on our website.
ArborGen’s Board comprises experienced Directors
with a range of skills and expertise that are of benefit to
our company. Director profiles can be viewed online at
www.arborgenholdings.com/board-of-directors.
Thomas Avery
Independent Director
Appointed 18 July 2018
David Knott
Chairman
(1)
Appointed 19 August 2021
Ozey Horton
Independent Director
Appointed 11 July 2018
George Adams
Independent Director
Appointed 12 August 2019
Paul Smart
Independent Director
Appointed 21 August 2018
(1) The Board has determined that Mr
Knott is not an Independent Director
as defined under the NZX Listing Rules
because he is a substantial product
holder of the Company.
24ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Fiscal year ending March 2025US$m
US GAAP
Revenue63.2
Gross margin
(excluding DDA)
20.8
LessSG&A(9.7)
LessR&D(3.0)
PlusOther income (expense)3.0
US GAAP EBITDA
(1,2)
11.2
AdjustmentsRestructuring and other
adjustments
0.7
Reversal of prior year
tax credits
(0.8)
Gain on in vitro business
sale
(2.2)
Adjusted US GAAP EBITDA
(3,4)
8.8
(1) Under US GAAP, from a statutory reporting
perspective, the classification of the expense
items, and other significant items in this table
may differ from what is presented in the financial
statements.
(2) US GAAP EBITDA excludes NZ public company
costs.
(3) Adjusted US GAAP EBITDA excludes one-off
and unusual items which may include restructure
costs, impairments and write downs on assets,
acquisition/sale transaction costs and other one-
off items. In FY25, one-off and unusual items were
$2.4m including a cash $2.2m gain on sale of the in
vitro business, tax credits and other costs.
(4) The Company uses Adjusted US GAAP EBITDA
when discussing financial performance. This is a
non-GAAP financial measure and is not recognised
within IFRS. Non-GAAP financial measures should
not be viewed in isolation nor considered as a
substitute for measures reported in accordance
with GAAP. Management believes that Adjusted
US GAAP EBITDA provides useful information, as
it is used internally to evaluate performance, and
it is also a measure that equity analysts focus on
for comparative company performance purposes,
as the measure removes distortions caused by
differences in asset age, depreciation policies and
debt:equity structures.
Adjusted
US GAAP
Reconciliation
25ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Financial Statements
For the year ended 31 March 2025
Consolidated Financial Statements26
Notes to the Consolidated Financial Statements30
Independent Auditor’s Report55
General Information
– Corporate Governance58
– Statutory Information73
– Directory77
26ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Notes
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Revenue2463.26 7.7
Cost of sales7 (45.0)(43.7)
Gross profit18.224.0
Intellectual property amortisation7(6.1)(7.7)
Administration expense(13.3)(11.8)
Operating earnings excluding items below(1.2)4.5
Impairment16(21.8)–
CEO transition and other7–(4.7)
Gain on sale72.2–
Operating loss before financing expense(20.8) (0.2)
Financial income0.30.4
Financing expense(2.0)(1.8)
Loss before taxation(22.5)(1.6)
Tax benefit (expense)81.01.4
Net loss after tax(21.5)(0.2)
Earnings per share (0.0410) (0.0004)
The accompanying notes form part of, and are to be read in conjunction with, these consolidated financial statements.
ArborGen Holdings Limited and Subsidiaries
Consolidated Income Statement
For the year ended 31 March 2025
27ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Notes
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Net loss after tax(21.5)(0.2)
Items that may be reclassified to the Consolidated Income Statement:
Movement in currency translation reserve20(1.7)0.2
Movement in hedge reserve20(0.3)(0.1)
Other comprehensive earnings (loss) (net of tax)(2.0)0.1
Total comprehensive earnings (loss)(23.5)(0.1)
Notes
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Total comprehensive earnings (loss)(23.5)(0.1)
Movement in ArborGen Holdings shareholders’ equity:
Movement in issued capital19(0.2)0.4
Movement in share-based payment reserve20(0.4)0.5
Repurchase of warrants20–(1.4)
Total movement in shareholder equity(24.1)(0.6)
Opening Group equity148.7149.3
Closing Group equity124.6148.7
The accompanying notes form part of, and are to be read in conjunction with, these consolidated financial statements.
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2025
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
28ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Notes
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Cash was provided from operating activities
Receipts from customers64.46 7. 1
Cash provided from operating activities64.46 7. 1
Payments to suppliers, employees and other(60.0)(54.1)
Tax paid(1.7)(1.3)
Cash (used in) operating activities(61.7)(55.4)
Net cash from operating activities2.711.7
Interest received0.30.4
Proceeds on sale of fixed assets74.1–
Investment in fixed assets13(7.8)(2.9)
Investment in intellectual property15–(3.7)
Net cash used in investing activities(3.4)(6.2)
Debt drawdowns1828.513.2
Repayment of lease liabilities(1.9)(3.7)
Debt repayment18(24.0)(18.9)
Interest paid(3.0)(1.8)
Repurchase of warrants and/or
share buyback
19(0.5)(1.4)
Net cash used in financing activities(0.9)(12.6)
Net movement in cash(1.6)(7.1)
Opening cash, liquid deposits and
restricted cash
5.612.7
Effect of exchange rate changes on net cash(0.5)–
Closing cash and cash equivalents93.55.6
ArborGen Holdings Limited and Subsidiaries
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
Notes
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Net loss after taxation(21.5)(0.2)
Adjustment for:
Financial income(0.3)(0.4)
Financing expense2.01.8
Depreciation and amortisation10.311.6
Tax (benefit) / expense(1.0)(1.4)
Foreign exchange(0.5)0.1
Other non cash items21.80.1
Cash flow from operations before net working
capital movement
10.811.6
Trade and other receivables(0.3)1.4
Inventory(3.3)(3.5)
Trade and other payables(2.8)3.6
Net working capital movement(6.4)1.5
Cash tax paid(1.7)(1.4)
Net cash from operating activities2.711.7
The accompanying notes form part of, and are to be read in conjunction with, these
consolidated financial statements.
29ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Consolidated Balance Sheet
As at 31 March 2025
Notes
March 2025
US$m
March 2024
US$m
Current assets
Cash and cash equivalents93.55.6
Trade and other receivables1012.812.6
Inventory1138.435.1
Assets held for sale1313.6–
Total current assets68.353.3
Non-current assets
Fixed assets1327.636.6
Derivative financial instruments5 & 270.30.6
Right-of-use assets148.77. 1
Intellectual property15 & 1660.288.9
Deferred taxation asset1210.410.8
Total non-current assets107.2144.0
Total assets175.5197.3
Current liabilities
Trade, other payables and provisions17(12.9)(14.3)
Current lease obligation22(1.7)(1.5)
Current debt18(1.8)(1.2)
Current taxation liability(0.4)(0.6)
Notes
March 2025
US$m
March 2024
US$m
Total current liabilities(16.8)(17.6)
Term liabilities
Term debt18(22.6)(18.8)
Lease obligation22(6.5)(5.2)
Deferred taxation liability12(4.2)(7.0)
Other (security deposit)(0.8)–
Total term liabilities(34.1)(31.0)
Total liabilities(50.9)(48.6)
Net assets124.6148.7
Equity
Share capital19203.2203.4
Reserves20(78.6)(54.7)
Total Group equity124.6148.7
Dave Knott Paul Smart
Chairman of the Board Audit Committee Chairman
30 May 2025
The accompanying notes form part of, and are to be read in conjunction with, these
consolidated financial statements.
30ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
1. General Information
ArborGen Holdings Limited (ArborGen Holdings) is an international forestry genetics
business. ArborGen Holdings, a limited liability company incorporated in New Zealand,
is listed on the New Zealand stock exchange. As at 31 March 2025 ArborGen Holdings
had one investment ArborGen Inc (100%).
2. Approval of Accounts
These consolidated financial statements have been prepared on a consolidated
Group basis and were approved for issue by the Board of Directors on 30 May 2025.
3. Basis of Presentation
The financial statements presented are those of ArborGen Holdings Limited
(the Company) and Subsidiaries (the Group).
Basis of preparation
The Company is an FMC reporting entity for the purposes of the Financial Reporting
Act 2013 and Financial Markets Conduct Act 2013.
The presentation currency used in the preparation of these financial statements
is United States dollars (US$), rounded to the nearest hundred thousand dollars.
Basis of measurement
The financial statements have been prepared on the historical cost basis with the
exception of certain items as identified in specific accounting policies.
Statement of compliance
The financial statements have been prepared in accordance with New Zealand
equivalents to IFRS Accounting Standards (NZ IFRS) and IFRS Accounting Standards.
The financial statements are in compliance with NZ IFRS and IFRS Accounting
Standards. The Group has designated itself as a profit-oriented entity for the purposes
of compliance with NZ IFRS and IFRS Accounting Standards.
The financial statements have been prepared in accordance with the requirements
of the Financial Markets Conduct Act 2013 and comply with generally accepted
accounting practice in New Zealand (NZ GAAP).
Chief operating decision-makers
The chief operating decision-makers are the Board of Directors who jointly make
strategic decisions for ArborGen Holdings.
4. Material Accounting Policies
Accounting Policies
All material accounting policies are set out on the following pages. There have been no
changes made to accounting policies during the year. All mandatory amendments and
interpretations have been adopted in the current year. None had a material impact on
these financial statements.
At the date of authorisation of these financial statements, the Group has not applied
the new and revised NZ IFRS standards and amendments that have been issued but
are not yet effective. In May 2024, the New Zealand Accounting Standards Board
introduced NZ IFRS 18 Presentation and Disclosure in Financial Statements (effective
for reporting periods beginning on or after 1 January 2027). This standard replaces
NZ IAS 1 Presentation of Financial Statements. The Group has not yet assessed the
impact of NZ IFRS 18.
Use of Estimates and Judgement
The preparation of financial statements in conformity with NZ IFRS requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The principal
areas of judgement in preparing these financial statements are:
31ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
Deferred taxation (note 12)
The measurement of deferred taxation assets and liabilities reflects the tax
consequences that would follow from the manner that the Group expects, at balance
date, to recover or settle the carrying amount of its assets and liabilities. The carrying
values of tax assets and liabilities are also affected by the estimates and judgements.
ArborGen cash generating unit impairment (note 16)
The carrying value of the Group’s non-current assets is assessed in accordance with
the Impairment policy on page 43. Performing these assessments generally requires
management to estimate future cash flows to be generated by the ArborGen cash
generating unit (“CGU”), which entails making judgements about the expected future
performance and cash flows of the CGU and the appropriate discount rate to apply
when valuing future cash flows.
The carrying values of assets acquired are also affected by the estimates and
judgements applied to capitalisation of developmental expenditure and the
amortisation period for intellectual property of 17 years, see Intellectual property
policy on page 43.
Basis of Consolidation
Subsidiaries
The consolidated financial statements incorporate the financial statements of the
Company and entities controlled by the Company (its subsidiaries). Control is achieved
when the Company:
• Has the power over the investee;
• Is exposed, or has rights, to variable returns from its involvement with the investee;
and
• Has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three elements
of control listed above. ArborGen is a subsidiary of ArborGen Holdings Limited.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary. Specifically,
the results of subsidiaries acquired or disposed of during the year are included in profit
or loss from the date the Company gains control until the date when the Company
ceases to control the subsidiary. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting policies used into line with
the Group’s accounting policies. All intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions between the members of the Group
are eliminated on consolidation.
Functional Currency
Foreign operations
Items included in the financial statements of each entity in the Group are measured using
the currency that best reflects the economic substance of the underlying events and
circumstances relevant to that entity (the functional currency). The consolidated financial
statements are presented in US$ (the presentation currency).
The assets and liabilities of all the Group companies that have a functional currency that
differs from the presentation currency, including goodwill and fair value adjustments arising on
consolidation, are translated to the presentation currency at foreign exchange rates ruling at
balance date. Income and expense items are translated at the average exchange rates for
the period, unless exchange rates fluctuate significantly during that period, in which case the
exchange rates at the date of transactions are used. All exchange differences arising from the
translation of foreign operations are recognised in the foreign currency translation reserve.
32ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
Transactions
Transactions in currencies other than the functional currency are translated at the
foreign exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in currencies other than the functional currency at balance date
are translated to the functional currency at the foreign exchange rate ruling at that
date, with foreign exchange differences arising on translation being recognised in the
income statement. Non-monetary assets and liabilities that are measured in terms of
historical cost in a currency other than the functional currency are translated using the
exchange rate at the date of the transaction. Non-monetary assets and liabilities that
are stated at fair value in a currency other than the functional currency are translated
using the exchange rate ruling at the date the fair value was determined
Valuation of Assets
Land, buildings, plant and equipment
Land, buildings, plant and equipment are stated at historical cost less accumulated
depreciation and impairment. Land is not depreciated. Depreciation on other fixed
assets is calculated using the straight-line method. Expected useful lives are:
Buildings 25 to 40 years
Plant and equipment 3 to 15 years.
Inventory
Trading inventory, raw materials and work in progress are valued at the lower of cost
or net realisable value. Cost includes direct costs and overheads at normal operating
levels and excludes borrowing costs. Net realisable value is the estimated selling price
in the ordinary course of business, less applicable selling costs.
Intellectual property
Intellectual property is amortised over the useful life of the assets. Intellectual property
relates primarily to output from ArborGen Inc’s research and development activities and
is reviewed at least annually for impairment. In line with our policy, we have reviewed the
useful life each balance date and adjusted if appropriate. The useful life of intellectual
property has been assessed as 17 years. In assessing the useful life we considered
the advancements in technology, such as genomics, and the ability of these new
technologies to impact the product development lifecycle. Whilst we still believe there
are significant technological difficulties in replicating our advanced genetics products,
we believe that these new technologies potentially impact the product development
life cycle. These new technologies will also benefit ArborGen increasing our ability to
accelerate new product development. Consequently, we believe that a useful life of
17 years is appropriate.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured
at amortised cost using the effective interest method, less any provision for expected
credit losses.
The Company applies the simplified approach to measuring expected credit losses
which uses a lifetime expected credit loss allowance for all trade receivables as they
all display the same risk profile. The measurement of expected credit losses is a
function of the probability of default, loss given default and the exposure at default.
The Company considers an event of default as occurring when information obtained
(internally and externally) indicates a debtor is unlikely to pay its creditors including
the Company. The assessment of the probability of default and loss given default is
based on historical data adjusted by forward looking information relating to the debtor
and general economic conditions of the debtors. As for the exposure at default, this is
represented by the assets’ gross carrying amount at the reporting date.
Cash and cash equivalents
Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts
that are repayable on demand and form an integral part of the Group’s cash
management are included as a component of cash and cash equivalents for
the purpose of the statement of cash flows.
33ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
Assets held for sale and discontinued operations
Assets held for sale are assets whose carrying value will be recovered principally
through sale rather than through continuing use. Assets held for sale are stated at the
lower of their carrying amount and fair value less costs to sell and are not depreciated
or amortised while they are classified as held for sale.
A discontinued operation is a component of the Group’s business that represents
a separate major line of business. Classification as a discontinued operation occurs
upon disposal or when the operation meets the criteria to be classified as held for sale,
if earlier.
Impairment – non financial assets
The carrying amounts of the Group’s assets are reviewed regularly, including at each
reporting date, to determine whether there is any indication of impairment. If any
such indication exists, the asset’s recoverable amount is estimated and whenever
the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount, an impairment loss is recognised. Impairment losses are recognised in the
income statement.
Impairment losses recognised in respect of cash-generating units are allocated first
to reduce the carrying amount of any goodwill allocated to cash-generating units,
and then to reduce the carrying amount of other assets in the cash-generating unit
on a pro-rata basis.
The recoverable amount of non-financial assets is the greater of their fair value less
costs to sell or value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a post-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash flows, the recoverable
amount is determined for the cash-generating unit to which the asset belongs. With the
exception of goodwill, 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 had been recognised.
Valuation of Liabilities
Trade and other payables
Trade and other payables are stated at amortised cost.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or
constructive obligation as a result of a past event, and it is probable that an outflow of
economic benefits will be required to settle the obligation. Provisions are measured at
the Group’s best estimate of the expenditure required to settle the present obligation.
Provisions are determined by discounting the expected future cash flows at a rate
that reflects current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable
transaction costs. Subsequent to initial recognition, borrowings are stated at amortised
cost with any difference between cost and redemption value being recognised in the
income statement over the period of the borrowings on an effective interest rate basis.
Deferred income tax
Deferred income tax is provided in full, using the balance sheet method, on temporary
differences arising between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. The deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction,
other than a business combination, that at the time of the transaction affects neither
accounting, nor taxable, profit or loss nor gives rise to equal taxable or deductible
temporary differences. Deferred income tax is determined using tax rates (and laws)
34ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
that have been enacted or substantively enacted by the balance date and are
expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled. The measurement of deferred taxation assets
and liabilities reflects the tax consequences that would follow from the manner that
the Group expects, at balance date, to recover or settle the carrying amount of its
assets and liabilities. Deferred income tax assets are recognised to the extent that
it is probable that future taxable profit will be available against which the temporary
differences can be utilised.
Hedge accounting
The Group designates certain derivatives as hedging instruments in respect of cash
flow hedges. Interest rate swaps hedging interest rate exposure on issued debt 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 is effective in offsetting changes in fair values or cash flows of
the hedged item attributable to the hedged risk, which is when the hedging relationship
meets all of the following hedge effectiveness requirements:
• There is an economic relationship between the hedged item and the hedging
instrument;
• The effect of credit risk does not dominate the value changes that result from that
economic relationship; and
• The Group applies a hedge ratio of 1:1.
The effective portion of changes in the fair value of derivatives and other qualifying
hedging instruments that are designated and qualify as cash flow hedges is recognised
in other comprehensive income and accumulated under the heading of cash flow
hedging reserve, limited to the cumulative change in fair value of the hedged item from
inception of the hedge. The gain or loss relating to the ineffective portion is recognised
immediately in profit or loss. The Group discontinues hedge accounting only when the
hedging relationship (or a part thereof) ceases to meet the qualifying criteria (after
rebalancing, if applicable). This includes instances when the hedging instrument expires
or is sold, terminated or exercised. The discontinuation is accounted for prospectively.
Any gain or loss recognised in other comprehensive income and accumulated in
cash flow hedge reserve at that time remains in equity and is reclassified to profit or
loss when the forecast transaction occurs. When a forecast transaction is no longer
expected to occur, the gain or loss accumulated in the cash flow hedge reserve is
reclassified immediately to profit or loss.
Items carried at fair value
The items which are carried at fair value include derivative financial instruments. These
items are classified into the following levels in the fair value measurement hierarchy:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within level 1 that are observable for
the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from
prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
Income Determination
Revenue recognition
Revenue is measured based on consideration specified in a contract with a customer
and is recognised when control over a good or service transfers to a customer. Revenue
excludes amounts collected on behalf of third parties and is net of any value added tax,
rebates, returns and discounts, and after eliminating sales within the Group.
35ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
The Group’s revenues are earned from the sale of seedlings or treestocks and logistics
services to some customers. Seedling or treestock revenue is recognised, either when
the goods are dispatched or when goods have reached their destination, depending on
the terms and agreements with customers and when documentary evidence supports
the customer taking ownership and control of the product. Logistics and other services
revenue is recognised over the period the service is provided.
Goods sold
Revenue from the sale of goods is recognised in the income statement when control
over a good or service transfers to a customer. Products are generally sold with volume
discounts and customers have a right to return faulty product. Sales are recorded
based on the price negotiated with the customer, net of estimated volume discounts
and returns. Historical experience is used to estimate the level of returns likely and
volume rebates are calculated on a preset formula.
Government grants
Government grants are not recognised until there is reasonable assurance that the
grants will be received and that the Group will comply with the conditions attaching
to them. Government grants are recognised in the income statement on a systematic
basis over the periods in which the Group recognises as an expense the related costs
for which the grants are intended to compensate.
Investment income
Interest income is recognised in the income statement as it accrues, using the effective
interest method.
Finance expense
Finance expenses comprise interest payable on borrowings calculated using the
effective interest method.
Leases
The Group assesses whether a contract is or contains a lease, at inception of the
contract. The Group recognises a Right-Of-Use (ROU) asset and a corresponding lease
liability with respect to all lease arrangements in which it is the lessee, except for short-
term leases and leases of low value assets. For these leases, the Group recognises the
lease payments as an operating expense on a straight-line basis over the lease term
unless another systematic basis is more representative of the time pattern in which
economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments
that are not paid at the commencement date, discounted by using the rate implicit
in the lease. If this rate cannot be readily determined, the Group uses its incremental
borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments (including in-substance fixed payments), less any lease
incentives receivable;
• Variable lease payments that depend on an index or rate, initially measured using the
index or rate at the commencement date;
• The amount expected to be payable by the lessee under residual value guarantees;
• The exercise price of purchase options, if the lessee is reasonably certain to exercise
the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the exercise
of an option to terminate the lease.
The lease liability is presented as a separate line in the consolidated statement
of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect
interest on the lease liability (using the effective interest method) and by reducing the
carrying amount to reflect the lease payments made.
36ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
The Group remeasures the lease liability (and makes a corresponding adjustment
to the related ROU asset) whenever:
• The lease term has changed or there is a significant event or change in
circumstances resulting in a change in the assessment of exercise of a purchase
option, in which case the lease liability is remeasured by discounting the revised lease
payments using a revised discount rate.
• The lease payments change due to changes in an index or rate or a change
in expected payment under a guaranteed residual value, in these cases the
lease liability is remeasured by discounting the revised lease payments using an
unchanged discount rate (unless the lease payments change is due to a change
in a floating interest rate, in which case a revised discount rate is used).
• A lease contract is modified and the lease modification is not accounted for as
a separate lease, in which case the lease liability is remeasured based on the lease
term of the modified lease by discounting the revised lease payments using
a revised discount rate at the effective date of the modification.
The Group did not make any such adjustments during the periods presented.
The ROU assets comprise the initial measurement of the corresponding lease liability,
lease payments made at or before the commencement date, less any lease incentives
received and any initial direct costs. They are subsequently measured at cost less
accumulated depreciation and impairment losses.
ROU assets are depreciated over the shorter period of the lease term and useful life
of the underlying asset. The estimated useful lives of ROU assets are determined on the
same basis as similar owned assets within fixed assets. If a lease transfers ownership
of the underlying asset or the cost of the ROU asset reflects that the Group expects to
exercise a purchase option, the related ROU asset is depreciated over the useful life of
the underlying asset. The depreciation starts at the commencement date of the lease.
The ROU assets are presented as a separate line in the consolidated statement
of financial position.
The Group applies NZ IAS 36 to determine whether a ROU asset is impaired and
accounts for any identified impairment loss as described in the ‘Impairment’ policy.
Variable rents that do not depend on an index or rate are not included in the
measurement of the lease liability and the ROU asset. The related payments are
recognised as an expense in the period in which the event or condition that triggers
those payments occurs.
In the event a right is exercised for a purchase option in a lease to acquire the underlying
asset from the lessor the cost of the underlying asset (recognised as an item of
property, plant and equipment) is measured at the net carrying amount of the ROU
asset at the time of transfer.
Research and development costs
All research costs are recognised as an expense when incurred.
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income
tax is recognised in the income statement except to the extent that it relates to items
recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax
rates enacted or substantially enacted at balance date, and any adjustment to tax
payable in respect of previous years.
Employee Benefits
Share-based payments
The grant-date fair value of equity-settled share-based payment arrangements
granted to employees is generally recognised as an expense, with a corresponding
increase in equity, over the vesting period of the awards.
37ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
Short-term and other long-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and
salaries, annual leave and sick leave in the period the related service is rendered at the
undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the
undiscounted amount of the benefits expected to be paid in exchange for the related
service.
Liabilities recognised in respect of other long-term employee benefits are measured
at the present value of the estimated future cash outflows expected to be made by the
Group in respect of services provided by employees up to the reporting date.
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision-makers. The Group has one reportable
segment, being forestry genetics. The Group’s geographical disclosures are based
on both the location of customers and primary location of assets (refer to note 24
segmental information summary).
Goods and Services Tax (GST)
The income statement, statement of comprehensive income and statement of cash
flow have been presented exclusive of GST. All items in the balance sheet are stated
net of GST, except for receivables and payables, which include GST invoiced.
Comparatives
There have been no changes to prior year comparatives.
Future NZ IFRS Pronouncements
Standards or interpretations issued but not yet effective and relevant to the Group.
5. Financial Risks
This note presents information about the Group’s potential exposure to financial
risks that the Group has identified; the Group’s objectives, policies and processes for
managing those risks; the estimation of fair values of financial instruments; and the
Group’s management of capital. Quantitative disclosures of some of the key financial
risks are made below.
5.1 Foreign exchange risk
Both ArborGen Holdings and ArborGen Inc are US functional currency entities,
operating in three geographies – the United States, Brazil and New Zealand. Generally,
there are limited cash flows between New Zealand and the US, and the foreign
exchange risk is limited to the translation effect on its net earnings and balance sheet
from movements in the USD against the NZD.
5.2 Credit risk
The Group is at risk of customer default on payment for treestocks at the conclusion
of a growing season. This risk is mitigated by dealing with a wide-range of customers
in multiple markets and by securing up-front deposits from selected customers for the
treestocks it grows each year. The nature of nursery activity is such that its customers
tend to require yearly repeat business, and historically customer payment defaults
have not been material to the business. However, in the US market (the Group’s largest
market), as treestock orders are not considered to be unconditional until late in the
season each year, there remains the risk that orders cancelled prior to collection may
not be able to be sold to other customers during the remaining season.
5.3 Liquidity risk
The Group has four banking facilities (in total $35.8 million (2024: $37.0 million)) with two
banks in the United States; a $7.2 million reducing loan (2024: $7.9 million) which matures
in May 2036, a new facility for $2.5 million for the purchase of Texas Jasper nursery in
March 2024 which matures in March 2044, a $17 million revolver which expires in August 2026
(2024: $17 million) and a $9.1 million mortgage expiring in August 2026 (2024: $9.6 million).
38ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
These facilities are used to fund the Group’s working capital and capital expenditure
needs. If any of these facilities were not to be renewed then the Group may need to
obtain similar facilities from other banks, or an equivalent amount of funding may need
to be provided through a capital raising event.
Liquidity risk management requires the maintenance of available cash combined with
the availability of funding to meet the Company’s needs as they develop. Forecasts are
prepared of cash requirements to ensure there are financial resources in place to meet
its day-to-day operating and investment needs. The Group believes it has sufficient
resources to meet its funding needs through to 31 May 2026.
5.4 Interest rate risk
The Group has facilities that are either fixed or floating depending on their nature and
use. Fixed interest rate facilities include the $10.4 million reducing loan facilities and the
$9.6 million mortgage facility fixed via an interest rate swap. The US revolver facility
is a floating rate facility. Both the mortgage and revolver facilities have the interest
rate based on the Secured Overnight Financing Rate (SOFR), converting from London
Interbank Offered Rate (LIBOR) to SOFR in November 2022.
Interest rate swap contracts
Under interest rate swap contracts, the Group agrees to exchange the difference
between fixed and floating rate interest amounts calculated on agreed notional
principal amounts. Such contracts enable the Group to mitigate the risk of changing
interest rates on the fair value of issued fixed rate debt held and the cash flow
exposures on the issued variable rate debt held. The fair value of interest rate swaps at
the reporting date is determined by discounting the future cash flows using the curves
at the reporting date and the credit risk inherent in the contract, and is disclosed below.
The average interest rate is based on the outstanding balances at the end of the
financial year.
The Group adopts a policy of ensuring that between 50% and 80% of its interest
rate risk exposure is at a fixed rate. This is achieved partly by entering into fixed-rate
instruments and partly by borrowing at a floating rate and using interest rate swaps
as hedges of the variability in cash flows attributable to movements in interest rates.
The Group applies a hedge ratio of 1:1.
The Group determines the existence of an economic relationship between the hedging
instrument and hedged item based on the reference interest rates, tenors, repricing
dates and maturities and the notional or par amounts. The Group assesses whether
the derivative designated in each hedging relationship is expected to be effective in
offsetting changes in cash flows of the hedged item using the hypothetical derivative
method.
As at 31 March 2024, the Group had one interest rate swap with a notional amount of
$9.1 million (2023: $9.6 million), covering the US head office property mortgage facility.
The swap, entered into in August 2019 and expiring in August 2026, receives a floating
rate of 2.00% above 30-day SOFR and pays a fixed interest rate of 3.52%. This swap is
designated a cash flow hedge, is fully effective with the counterparty being Synovus the
issuing bank.
5.5 Capital risk
ArborGen Holdings capital includes share capital, reserves and retained earnings,
and ArborGen Holdings manages capital in such a manner as to maintain stakeholder
confidence and safeguard ArborGen Holdings’ ability to continue as a going concern,
whilst also maximising the return for shareholders and sustaining resources for the
future development of the business. In order to maintain or adjust the capital structure
ArborGen Holdings may, pay dividends or return capital, or issue new shares or sell assets.
39ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
6. Reporting Currency
The Group reports in United States dollars (US$), consequently all financial numbers are
in US$ unless otherwise stated.
7. Operating Expenses Include
Note
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Depreciation and amortisation included in:
Cost of sales expense(2.8)(2.9)
Intellectual property amortisation15(6.2)(7.7)
Administration expense: general and
administration
(0.9)(1.0)
Total depreciation and amortisation(9.9)(11.6)
Cost of inventory expensed in cost of sales(45.0)(43.7)
Employee related expenses (excluding restructuring
and transaction-related expenses)
(15.0)(15.5)
In vitro sale
(1)
2.2–
Seed provision
(2)
–(1.8)
Value added taxation - valuation allowance
(3)
0.2(1.0)
CEO transition costs
(4)
–(1.9)
CEO transition and other2.4(4.7)
(1) ArborGen sold its in vitro business which resulted in a gain on sale of $2.2 million.
(2) FY24 seed provision.
(3) In FY24, a valuation allowance has been applied to certain value added taxation
credits that, due to uncertainty may not be collectable. In FY25, these taxation
credits were filed and deemed as valid via Brazil tax guidance via tax consultants
and filed for utilisation with appropriate authorities.
(4) No provisions for FY25.
Expenses incurred also includes payments made and accrued for:
• Directors fees for Non-executive Directors of ArborGen Holdings for the current
period of $146,305 (2024: $163,440).
• The statutory audit of the annual financial statements in the current period on a
Group level US$260,000 (2024: Audit fees paid to previous auditor at a Group level
$324,690).
• Other assurance services GHG Climate Reporting - $55,000 (2024: nil).
• Refer to Reporting and Disclosure and Auditors in the Corporate Governance section
of the Annual Report for commentary on the Audit Committee process
in managing the relationship with the Auditor and confirming their independence.
40ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
8. Income Tax Expense
Note
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Profit (loss) before taxation(22.5)(1.6)
Taxation at 28%6.30.4
Adjusted for:
Permanent differences(6.1)(1.9)
Timing differences0.2–
Change in deferred tax liability
(1)
12 1.1 1.6
Change in deferred tax asset12–1.3
Rate differential(0.5)–
Taxation (expense) / benefit1.01.4
(1) Deferred taxation relates to the temporary differences on intellectual property.
9. Cash, Liquid Deposits and Restricted Cash
At 31 March the Group held total cash and liquid deposits of $3.5 million (2024: $5.6
million).
10. Trade and Other Receivables
March 2025
US$m
March 2024
US$m
Trade debtors 10.0 10.5
Prepayments2.72.1
Other receivables0.1–
Trade and other receivables12.812.6
Details of the expected credit loss provision associated with trade debtors have been
considered in note 27.
11. Inventory
March 2025
US$m
March 2024
US$m
Finished goods - seedlings4.14.3
Work in progress - seedlings
(1)
2.32.1
Finished goods - seed22.619.0
Work in progress - seed
(2)
9.49.7
Inventory38.435.1
(1) Work in progress - seedlings, is principally preparation costs for seedling crops.
(2) Work in progress - seed, is principally costs associated with seed production
activities and harvesting seed to be sown as a future crop.
41ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
12. Deferred Taxation
Note
Balance
1 April 2023
US$m
Movement
in period
US$m
Balance
31 March 2024
US$m
Deferred taxation asset
Net operating losses89.51.310.8
Deferred taxation asset
as at 31 March 2024
9.51.310.8
Deferred taxation liability
Intellectual property8(8.6)1.6(7.0)
Deferred taxation liability
as at 31 March 2024
(8.6)1.6(7.0)
Note
Balance
1 April 2024
US$m
Movement
in period
US$m
Balance
31 March 2025
US$m
Deferred taxation asset
Net operating losses810.8(0.4)10.4
Deferred taxation asset
as at 31 March 2025
10.8(0.4)10.4
Deferred taxation liability
Intellectual property8(7.0)2.8(4.2)
Deferred taxation liability
as at 31 March 2025
(7.0)2.8(4.2)
ArborGen measures it’s deferred tax liability for the temporary difference arising on
intellectual property to reflect the tax consequences that would follow from the manner
that the Group expects to recover the carrying amount of the intellectual property.
This is based on an assumption that there may be a sale prior to the end of its useful life.
The Group has unrecognised tax losses in New Zealand of $31.0 million (2024: $31.2
million) and $20.2 million in the US (2024: $21.2 million).
42ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
13. Fixed Assets
March 2025
US$m
March 2024
US$m
Cost
Land12.912.9
Buildings9.824.8
Plant and equipment11.3 7.4
Total cost34.045.1
Accumulated depreciation
Buildings(3.7) (6.0)
Plant and equipment(2.7)(2.5)
Total accumulated depreciation(6.4) (8.5)
Net book value
Land12.912.9
Buildings6.118.8
Plant and equipment8.64.9
Fixed assets net book value27.636.6
Domicile of fixed assets
United States23.734.7
Brazil3.91.9
Fixed assets net book value27.636.6
(1) Includes the acquisition in March 2024 of the Texas Jasper lease that was formerly
a right-of-use asset. Refer to note 14.
Prior to acquisition, these premises were recognised on the Group balance sheet
as a finance lease asset and as a lease obligation. The value of the leased asset
transferred at acquisition was $10.3 million. Refer to note 14.
Fixed assets net book value
Land
US$m
Buildings
US$m
Plant and
equipment
US$m
Total
US$m
31 March 2024
Opening net book value 11.618.73.233.5
Additions–0.92.02.9
Transfer of Texas Jasper
from ROU assets
(1)
1.30.50.32.1
Sale of assets
(1)
–(0.3)–(0.3)
Depreciation charge–(1.0)(0.6)(1.6)
Fixed assets net book value
as at 31 March 2024
12.9 18.84.936.6
31 March 2025
Opening net book value12.918.84.936.6
Exchange differences––(0.2)(0.2)
Additions
(3)
0.61.65.57.7
Transfer of assets held for
sale to current assets
(2)
(0.6)(13.0)–(13.6)
Disposal of assets–(0.1)(0.4)(0.5)
Depreciation charge–(1.2)(1.2)(2.4)
Fixed assets net book value
as at 31 March 2025
12.9 6.18.627.6
(2) ArborGen’s US headquarters building is currently up for sale. Refer to note 29.
(3) Includes the Teresina nursery acquisition in Brazil.
43ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
14. Right-Of-Use Assets
Right-of-use assets net book value
Land and
Buildings
US$m
Plant and
Equipment
US$m
Total
US$m
31 March 2024
Opening net book value3.31.64.9
Additions 4.52.16.6
Transfer of Texas Jasper to fixed assets
(1)
(1.7)(0.4)(2.1)
Depreciation charge(1.0)(1.3)(2.3)
Right-of-use assets net book value
as at 31 March 2024
5.12.0 7.1
31 March 2025
Opening net book value5.12.07. 1
Additions 2.01.63.6
Disposals(0.2)–(0.2)
Depreciation charge(0.9)(0.9)(1.8)
Right-of-use assets net book value
as at 31 March 2025
6.02.78.7
(1) In March 2024, the Texas Jasper lease was converted from leasehold to an owned
asset. Refer to note 13.
15. Intellectual Property
Note
March 2025
US$m
March 2024
US$m
Opening balance88.9 92.9
Impairment16(21.8)–
Disposal of Asset
(1)
(0.8)–
Capitalisation during period–3.7
Amortisation during period 7(6.1) (7.7)
Intellectual property60.2 88.9
Total cost104.3133.6
Accumulated amortisations(44.1)(44.7)
Intellectual property60.288.9
(1) Related to the ammortisation of the IP associated with the in vitro business which
was sold in FY24.
16. ArborGen Investment and Impairment
We regularly review the carrying value of ArborGen as a single cash generating unit to
determine whether there has been a subsequent change in circumstances or conditions
that requires an impairment to be taken through earnings. Our impairment review is
undertaken on a ‘Value-in-use’ (VIU) basis, which is the estimated value that would be
derived from our continued ownership and operation of the ArborGen business.
For the year ending 31 March 2025, (in line with the March 2024 approach) the 10-year
model was updated to reflect; Forest Economic Adviser’s (FEA) latest demand
projections for saw timber in the US South, revised MCP sales, inflationary impact on
production costs, and consistent Brazil performance. As of 31 March 2025, net assets
were $140 million with a market capitalisation of $41 million. Given the gap between
the market capitalisation and the net assets, ArborGen is required to complete an
impairment test for the Group.
44ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
Consistent with the approach taken in the prior year, our impairment analysis utilises
a 10-year plus terminal DCF valuation model. We use a 10-year period rather than
a shorter period because ArborGen’s advanced genetics products in the US market
(the largest and most material market) are in the earlier stages of supply availability
and adoption, and hence this period of time is deemed appropriate to adequately
capture the scale-up of advanced genetics supply and adoption in the US. The same
holds true for ArborGen’s Brazil position where projected growth in in advanced
genetic sales, market share expansion and continued recovery in the forestry sector,
necessitate the use of a 10-year model.
ArborGen can be impacted by climate risk and has a number of risk mitigation
strategies in place, the costs of the mitigation strategies are captured in the model
in annual capital expenditure and in the cost of production. Risks are also captured
in the cost of equity calculation which impacts valuation. Key risks relate to seedling
production in nurseries and seed production in seed orchards.
Seedling production risks include:
• Excessive sudden rains during the first 4-6 weeks post planting resulting in seed
washouts and seedling losses;
• Freeze damage before and during lifting causing root damage; and
• Hot, dry conditions impacting seed germination.
ArborGen has a number of risk mitigation strategies including the installation of tiling
in nurseries, modification of nursery topographies, improvements to soil glue rates and
application processes like post seed sowing to minimise washouts, use of Monosem
planters, improving soil medium in containers to reduce washouts, planting buffer
seedlings as part of the production plan, ensuring seed sowing is completed by late
April and avoiding planting in identified areas of nurseries with poor irrigation.
Risks relating to seed orchards include freezes during pollination season, reducing
annual seed volumes / harvests and hurricanes or other large-weather events. Key risk
mitigation strategies include building buffer seed inventory in the right genetics for each
provenance, ensuring orchard diversification for each provenance – geographic and
age class, and maintaining redundant orchard capacity.
To ensure we have adequate seed each year to produce the volume of advanced
genetics’ seedlings required to meet demand and desired sales growth, we are
targeting to build at least two years of seed inventory for each provenance thereby
minimising reliance on single year cone harvests.
Our DCF impairment model values only the projected cash flows from the existing core
markets (ie United States and Brazil). Separate demand projections are determined for
each geography and end-use market. The total addressable seedling market for each
geography is then estimated, as it seedling type, production technology employed,
production costs and sales price.
The assumptions that have been utilised to derive the cash flows, are:
• Minimal organic growth in ArborGen’s US loblolly market share;
• Flat to medium longer-term growth with some declines in the overall and
addressable US loblolly market consistent with projections from FEA;
• Minimal ‘real’ price increases in individual US seedling products given the slower
projected recovery in US sawn timber prices;
• Increasing inflationary only (3%) OP and MCP weighted average prices;
• Medium growth in the overall Brazilian eucalyptus forestry markets from
current levels;
• That in the terminal year ArborGen’s total advanced genetics seedling sales
in the US represent 52% MCP adoption rate of its US Loblolly Pine;
• Continued expansion of ArborGen’s eucalyptus offering leveraging licensed
eucalyptus clones, and ArborGen’s own advanced products;
• ArborGen’s advanced genetics sales as a percentage of its total eucalyptus
in Brazil approaching 80% in the terminal year.
45ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
These cash flows are discounted at a cost of capital that reflects the underlying risk
inherent in the cash flow assumptions. The discount rate was calculated using the
following: Capital Asset Price Model (CAPM) and the cost of debt based on the risk-free
rate plus the option adjusted spread for BBB rated bonds.
Specifically, we used a nominal post-tax discount rate of 12.7%. The cost of equity
uses the average beta of guideline public companies from the timberland and ag/
biotech sectors (considered similar to ArborGen in terms of sector exposure) of 0.98,
and included a “small company” size premium of 5% to reflect ArborGen’s relative size,
as well as a country risk premium for Brazil. The derived cost of equity for the US was
13.7% and 17% for Brazil, and the derived cost of debt (post-tax) was 4.48%. A terminal
nominal growth rate of 3% (i.e. 0% real terminal growth) was assumed.
The current market conditions and the medium-term outlook indicates the growth and
uptake in MCP maybe lower than previously forecasted. There have been key changes
to overall market dynamics with marginal growth. Economic headwinds are continuing
to impact the industry, particularly the residential building market resulting in lower
demand. The FEA projections show a much slower rebound with no significant change
until 2027.
As a means of assessing the sensitivity of the model to changes in assumptions, the
MCP adoption rate was analysed along with some other factors. The uptake of the
advanced genetic seedlings sales in the US loblolly market (ie MCP adoption rate)
is a key assumption in the model. This uptake progressively increases throughout the
forecast period to the terminal year where it is assumed this uptake reaches 52% from
FY26 of 41%.
The results of the assessment of impairment testing calculations are most sensitive
to advance genetics MCP uptake, changes in discount rate, price sensitivities and
long-term growth rates.
Taking the above into consideration, the impairment test resulted in an impairment
of $21.8 million, which resulted in a decrease in the carrying amount of Intellectual
Property. This is shown in the consolidated statement of comprehensive income and
in the segment note (note 24).
The two tables below show the impact on carrying values if some of these key
assumptions change:
Terminal year sensitivities equity
value impact (increase/decrease)
US$ millions (excl MCP)
Equity
Value
Amount
over (under)
carrying value
Delta from
Base
Base140.410.5
2% discount rate change115.2(14.8)25.3
5% discount rate change89.2(51.3)61.8
1% growth rate factor (vs 3%)124.8(5.1)15.6
2% inflationary price (vs 3%)109.4(20.6)31.1
Terminal year sensitivities equity
value impact (increase/decrease)
US$ millions - MCP Adoption Rate
Equity value change by
(Impairment)
Variation
to Base
MCP Terminal Adoption Rate53%10.5
47%(15.3)(25.8)
45%(19.6)(4.3)
43%(24.1)(4.5)
41%(28.8)(4.7)
Average(22.0)
46ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
17. Trade, Other Payables and Provisions
March 2025
US$m
March 2024
US$m
Trade creditors (8.1) (8.2)
Accrued employee benefits
(1)
(1.9)(2.8)
Other payables (1.3)(1.5)
Royalties(0.7)(0.6)
Seedling mortality(0.1)(0.1)
Seedling deposits from customers
(2)
(0.8) (1.1)
Trade, other payables and provisions(12.9)(14.3)
(1) Includes accrued expense of $0.3 million for FY25 being the cash component of the
CEO’s LTI plan. Refer notes 20 and 25.
(2) The deposits from customers will be recognised as revenue within 12 months as the
seedlings are transferred to the customer.
18. Term and Current Debt
Summary of repayment terms
March 2025
US$m
March 2024
US$m
Due for repayment:
less than one year (1.8) (1.2)
between one and two years(13.9)(1.1)
between two and three years(1.0)(10.7)
between three and four years(0.7) (1.2)
between four and five years(0.7) (1.2)
after five years(6.3)(4.6)
Total term and current debt(24.4) (20.0)
Summary of interest rates by repayment periodMarch 2025March 2024
Due for repayment:
less than one year 5.49% 5.51%
between one and two years4.95%5.53%
between two and three years5.82%4.85%
between three and four years5.87%4.87%
between four and five years5.93%4.91%
after five years5.99%4.71%
Current debt - weighted average interest rate5.49% 5.51%
Term debt - weighted average interest rate4.90% 4.65%
The weighted average interest rates reflect the effective interest rate, inclusive of fee
amortisations.
At 31 March 2025 the Group had debt facilities with the following banks: Synovus
Financial Corporation (Synovus) and AgSouth Farm Credit (AgSouth) in the United
States.
ArborGen has two non-revolving promissory notes issued to AgSouth. The first is for
$7.9 million bearing interest at 4.95%, with a maturity date of 1 May 2036 and an annual
principal repayment of $0.6 million due 1 May each year. The second is a $2.5 million
facility, bearing interest at 8.2%, with a maturity date of 1 March 2044 and an annual
principal repayment of $0.26 million due 1 March each year. Both facilities are secured
against ArborGen’s US real estate properties. The credit agreement with AgSouth
includes a covenant requiring ArborGen to maintain a minimum net worth of $25 million.
ArborGen’s revolving facility agreement with Synovus is a $17 million letter of credit
(LOC), with an expiry date of 15 June 2026. The facility requires an annual 60-day
(continuous) pay down maximum borrowing limit (between 1 March and 1 August)
to $7 million. The LOC bears interest at the 30 day SOFR base rate plus 2.75%, subject
to a minimum annual rate of 4.75%, and is collateralised by all of ArborGen Inc’s United
States assets not otherwise pledged under the AgSouth agreement.
47ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
Rubicon Industries USA LLC (RIUSA) has a $9.1 million mortgage from Synovus, which is
secured by headquarters’ land and buildings. The mortgage is a seven-year term facility
that expires in August 2026 and is based on a 20-year amortising loan, incurring interest
at the 30-day SOFR base rate plus 2% (currently 6.33%). The Group has entered into a
seven-year interest rate swap, with terms that match that of the mortgage, at a fixed
rate of 3.52%. The mortgage requires RIUSA to maintain a debt service coverage ratio
of not less than 1.25:1 for the trailing 12 months.
At 31 March 2025 the Group held cash and liquid deposits of $3.5 million (2024: $5.6
million) and had debt of $24.4 million and lease liabilities of $8.2 million (2024: $25.7
million of debt and $4.9 million of lease obligations).
All covenants were met for the year ended 31 March 2025.
19. Capital
Share capital
March 2025
US$m
March 2024
US$m
Share capital at the beginning of the period203.4203.8
Redeem shares
(2)
(0.5)–
Vesting of shares - share plans
(1)
0.30.4
Share capital203.2203.4
Number of sharesMarch 2025March 2024
Opening shares on issue 526,957,789 502,772,082
Issuer/Redeem shares
(1)
(200,622)419,386
Issuer/Redeem shares
(2)
(5,908,529)3,514,844
Issue of shares–20,251,477
Number of shares on issue
520,848,638 526,957,789
Treasury stockMarch 2025March 2024
Opening shares on issue 20,251,477 –
Issue of shares
(1)
(3,174,624)20,251,477
Vesting of shares––
Number of shares on issue 17,076,853 20,251,477
(1) Pursuant to Justin Birch’s employment agreement an equity grant of restricted
ordinary shares (Restricted Shares) equal to 4% of ordinary shares in ArborGen
Holdings was made. On 27 July 2023, 9,780,000 shares were issued to the Trustee.
The performance-based shares will vest 50% on the 1 June 2024 and the other
50% on 1 June 2025, subject to satisfaction of applicable performance criteria
determined by the compensation committee and completion of continuous service
with the Group until the applicable vesting date.
(2) In accordance with the resolution passed at ArborGen Holdings Board of Directors’
meeting held on 26 August 2024, a share buyback programme was approved for
a US dollar total of $500,000 commencing in 2024 September. In total 5,908,529
shares were bought back in fulfilment of the programme.
All restricted shares have been issued to the Justin Birch Trust and are treated as
treasury stock until vesting.
48ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
20. Reserves
Retained earnings
March 2025
US$m
March 2024
US$m
Opening balance (55.7) (54.1)
Net loss after tax(21.5)(0.2)
Repurchase of warrants
(1)
–(1.4)
Closing balance(77.2)(55.7)
Cash flow hedge reserve
(2)
Opening balance0.60.7
Fair value gains / (losses) for the year(0.3)(0.1)
Closing balance0.3 0.6
Share-based payments reserve
Opening balance0.80.3
Executive share plan - shares vested
(3)
(0.3)(0.4)
Executive share plan
(3) (4)
(0.1)0.9
Closing balance 0.4 0.8
Currency translation reserve
Opening balance(0.4)(0.6)
Translation of independent foreign operations(1.7)0.2
Closing balance(2.1)(0.4)
Total reserves(78.6) (54.7)
(1) In May 2023 ArborGen Inc repurchased all outstanding warrants (5% of the
ArborGen Inc fully diluted shares) for $1.35 million. Following the repurchase of the
warrants, there are no more warrants, options or other rights to purchase ArborGen.
(2) The cash flow hedging reserve records the net movement of cash flow hedging
instruments, being interest rate swaps. Refer to notes 4, 5, 18 & 27.
(3) Pursuant to the 2021 LTI plan (the Plan) an expense was accrued in 2021 in the
share-based payment reserve representing the portion that will be settled by the
issuance of shares in three tranches on the first, second and third anniversaries.
The fair value of the Plan was $0.6 million; which was settled in shares $0.4 million
and cash $0.2 million. The total restricted stock units (equivalent of an ordinary
share) under the Plan was 3,933,535. Refer to note 25 for more details. In December
2022 ArborGen announced that Andrew Baum would be stepping down upon the
recruitment of a successor CEO. Upon cessation Andrew was issued shares to the
value of one year’s base salary ($405,736). A $0.2 million share-based payment was
accrued in the prior year. Refer to note 7.
(4) Pursuant to Justin Birch’s employment agreement an equity grant of Restricted
Shares equal to 4% of ordinary shares in ArborGen Holdings was made. The total
20,251,477 restricted shares are split 50:50 with 50% time-based shares and 50%
performance-based shares. Refer to note 25. In addition Justin is guaranteed a
short-term incentive of $425,000; 50% of which will be settled in ArborGen Holdings
shares.
21. Capital Expenditure Commitments
The are no capital expenditure commitments in the current period (2024: $ nil).
49ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
22. Lease Obligations
The expected future minimum rental payments required under leases (including
capitalised finance leases) that have initial or remaining non-cancellable lease terms
in excess of one year at 31 March 2025 are as follows:
Note
March 2025
US$m
March 2024
US$m
Lease obligations are reconciled as follows:
Current lease obligations27(1.7)(1.5)
Future interest payments27(6.5) (5.2)
Total lease obligations(8.2) (6.7)
Financing expense includes interest payments relating to lease obligations of
$0.5 million (2024: $0.4 million).
The lease expense for short-term leases was $0.1 million (2024: $0.1 million) and low
value leases $80,000 (2024: $65,000).
The lease obligations relate predominately to the lease of nursery facilities and in total
are $4.4 million for the US and $3.8 million for Brazil.
23. Remuneration
Key management compensation
Note
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Salaries and other short-term
employee benefits
2.0 2.5
Termination benefits–0.1
Share-based payments
(1)
7 & 19–1.3
Other payments0.80.1
2.84.0
Key management compensation is prepared on a cash basis and excludes Directors.
Directors remuneration is disclosed in notes 7 and 25.
(1) Includes the share-based payments paid to Andrew Baum upon cessation and
those accrued relating to the new CEO Justin Birch.
50ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
24. Segmental Information Summary
The Group has one reportable segment and the analysis is as follows:
Forestry genetics
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Operating revenue63.26 7.7
Impairment(21.8)–
Financing expense(2.0) (1.8)
Tax (expense) / benefit1.01.4
Net earnings (loss)(21.5)0.9
Total assets175.5197.3
Liabilities(50.9)(48.6)
Capital expenditure(7.7) (6.6)
Depreciation and amortisation
(9.9)(11.6)
The Group’s geographical analysis is as follows:
South America
Year ended
March 2025
US$m
Year ended
March 2024
US$m
Operating revenue25.726.5
Non-current assets9.47. 8
North America
Operating revenue37.541.2
Non-current assets9 7. 8136.2
Total Group
Operating revenue
(1)
63.26 7.7
Non-current assets107.2144.0
(1) The Group’s revenue represents sales of seedlings of $63.2 million
(2024: $67.7 million).
25. Related Party Transactions and Balances
Note
March 2025
US$m
March 2024
US$m
Income Statement
Non-executive Directors' Share Plan19 & 20– –
Directors remuneration (excluding
Non-executive Directors' Share Plan)
7 (0.1) (0.2)
Executive share plan19 & 20––
Incoming CEO LTI and STI plans
(1)
17 & 20–(1.4)
Former CEO severance
(3)
20(0.1)(0.3)
Interest on subordinated notes––
Balance Sheet
Incoming CEO LTI and STI plans
(2)
17 & 200.61.4
ArborGen senior management LTI plan
20––
Former CEO severance20––
(1) Pursuant to Justin Birch’s employment agreement performance-based shares will
vest 50% on 1 June 2024 and the other 50% on 1 June 2025, subject to satisfaction
of applicable performance criteria determined by the compensation committee
and completion of continuous service.
(2) Pursuant to the 2021 LTI plan an expense of $0.6 million has been accrued and the
liability was settled by the issuance of shares and cash.
(3) Upon cessation of employment Andrew Baum was issued shares and cash
payments related to the separation agreement.
51ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
26. Principal Operations
ArborGen Holdings Limited (a New Zealand incorporated limited liability company) is the holding
company of the ArborGen Group. The principal subsidiaries, as at 31 March 2025, were:
Country of
Domicile
Interest %
March 2025
Interest %
March 2024
Balance
Date
Principal Activity
Principal subsidiaries
Rubicon Forests Holdings LimitedNZ10010031 MarchHolding company
Rubicon Industries USA LLCUSA10010031 MarchHolds ArborGen Inc investment
ArborGen Inc
(1)
USA10010031 MarchForestry genetics
ArborGen Inc subsidiaries
ArborGen Comercie de Produtos Florestal
Importacao e Exportacao LTDA
Brazil10010031 MarchForestry genetics
ArborGen Technologia Florestal LTDABrazil10010031 MarchHolding company
ArborGen New Zealand Holding LLCUSA10010031 MarchHolding company
(1) ArborGen Holdings owns 100% of ArborGen Inc’s issued share capital and has a 100% economic interest,
following the repurchase of all outstanding warrants in May 2023.
52ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
27. Financial Instruments
(a) Market risk
(i) Exposure to currency risk
The functional currency of the Group is the US$ and the risk to the Group’s
equity and earnings are from assets, liabilities, revenues and costs in currencies
denominated in currencies other than US$. The Group’s exposure to foreign
currency risks on financial instruments is shown in the following:
In US$mMarch 2025March 2024
US$Non US$US$Non US$
Cash, liquid deposits and
restricted cash
(0.1)3.61.24.4
Trade debtors and other receivables6.63.57. 13.4
Trade creditors and other payables(10.7)(2.2)(11.1)(3.2)
Current debt(1.2)(0.6)(1.2)–
Non-current debt(21.6)(1.0)(18.8)–
Lease obligation(4.4)(3.8)(2.3)(4.4)
Gross balance sheet exposure(0.5)0.2
The following exchange rates applied during the year:
Average rate
(1)
Spot rate
March
2025
March
2024
March
2025
March
2024
NZ$:US$0.59380.60880.57300.5991
US$:R$0.17870.20270.17370.1994
(1) These are merely arithmetical averages not hedged rates.
Foreign exchange contracts
The Group had no foreign exchange contracts outstanding (2024: nil).
Sensitivity Analysis - gross balance sheet exposure
Given the small size of the gross balance sheet exposure shown above,
any movement in the NZ$ and R$ against the US$ is unlikely to be material.
(ii) Exposure to interest rate risk
The Group has $24.0 million of debt at 31 March 2025 (2024: $20.0 million),
drawn at a mix of fixed and floating rates.
The weighted average interest rate of borrowings and interest rate hedges
are shown in note 18 term and current debt.
As at 31 March 2025, the Group had one interest rate swap totalling $9.1 million
(2024: $9.6 million), covering 37% (2024: 48% ) of total debt. The swap was
entered into in August 2019 and expires in August 2026. The swap receives a
floating rate of 2% above 30-day SOFR and pays a fixed interest rate of 3.52%.
At 31 March 2025 the mark-to-market of the swap resulted in an asset of $0.3
million (2024: $0.6 million), which is reflected in the cash flow hedge reserve and
derivative financial instrument liability. Refer note 20.
53ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
(b) Credit Risk
(i) Exposure to credit risk
The carrying amount of financial assets represents the maximum credit
exposure, which at 31 March 2025 was $13.6 million of trade and other
receivables, and cash and liquid deposits (2024: $16.1 million).
US cash and liquid deposits are only held with banks that are part of the Group’s
banking consortiums. In the event of default, cash balances may be set off
against obligations owing by the Group to its lenders. Moody’s credit ratings
of the primary counterparties for cash and liquid deposits are all rated as
investment grade. The status of trade debtors, is as follows:
March 2025
US$m
March 2024
US$m
Neither past due or impaired7. 3 5.9
Past due but not impaired –1 month 0.62.5
2 month2.62.5
Impaired––
10.510.9
Less provision for expected credit loss(0.5) (0.4)
Net trade debtors10.010.5
ArborGen Inc has a strong history of trade debtor collections and there
is no reason to believe that the debtors will not be collected.
54ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen Holdings Limited and Subsidiaries
Notes to the Consolidated Financial Statements
For the year ended 31 March 2025
(c) Liquidity risk
The following are contractual maturities of financial liabilities and net settled
derivatives. The amounts disclosed are the contractual undiscounted cash flows.
Financial liabilities
Carrying
value
US$m
Total cash
flows
US$m
0-6
months
US$m
6-12
months
US$m
1-2
years
US$m
2-5
years
US$m
Over
5 years
US$m
31 March 2024
Non derivative financial liabilities
Trade and other payables (8.2) (8.2) (8.2)––––
Debt (20.0) (21.3) (0.9)(0.3)(1.2) (4.0)(14.9)
Lease obligation(6.7)(7.0)(0.8)(1.1)(1.7)(1.9)(1.5)
Financial liabilities as at 31 March 2024 (34.9) (36.5) (9.9) (1.4) (2.9) (5.9)(16.4)
31 March 2025
Non derivative financial liabilities
Trade and other payables (8.2)(8.2)(8.2)––––
Debt(24.4)(29.5)(5.7)(0.9)(10.5)(3.8)(8.7)
Lease obligation(8.2)(10.2)(1.1)(1.1)(2.1)(3.8)(2.1)
Financial liabilities as at 31 March 2025(40.8)(47.9)(15.0)(2.0)(12.6)(7.6)(10.8)
28. Contingent Liabilities
Nothing to disclose.
29. Subsequent Events
The ArborGen’s Ridgeville head office facility (the Property) which is legally owned by
ArborGen Holdings’ subsidiary Rubicon Industries USA LLC was listed for sale in 2024
and currently has parties interested in the property. It is on the balance sheet as held
for sale. The full asset purchase is yet to be determined.
55ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Opinion
We have audited the consolidated financial statements of ArborGen Holdings Limited
on pages 26 to 54 which comprise the consolidated balance sheet as at 31 March 2025,
and the consolidated income statement, consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of
cash flows for the year then ended, and notes to the consolidated financial statements,
including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all
material respects, the consolidated financial position of ArborGen Holdings Limited as
at 31 March 2025 and of 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) issued by the New Zealand Accounting Standards
Board and IFRS Accounting Standards issued by the International Accounting
Standards Board.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(New Zealand) (ISAs (NZ)) issued by the New Zealand Auditing and Assurance
Standards Board. 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 are independent of the Group in accordance with Professional
and Ethical Standard 1 International Code of Ethics for Assurance Practitioners
(including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements
and the IESBA Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in,
the Group.
Other Matter
The consolidated financial statements of ArborGen Holdings Limited for the year ended
31 March 2024 was audited by another auditor who expressed an unmodified opinion on
those statements on 30 May 2024.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Independent Auditor’s Report
To the Shareholders of ArborGen Holdings Limited
Report on the Audit of the Consolidated
Financial Statements
Grant Thornton New Zealand Audit Limited
L4, Grant Thornton House
152 Fanshawe Street
PO Box 1961
Auckland 1140
T + 64 (0)9 308 2570
www.grantthornton.co.nz
Grant Thornton New Zealand Audit Limited is a related entity of Grant Thornton New Zealand Limited. ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide services to their clients and/or refers to one
or more member firms as the context requires. Grant Thornton New Zealand Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a
separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of and do not obligate one another and are not liable for one another’s acts
or omissions. In the New Zealand context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton New Zealand Limited and its New Zealand related entities.
56ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Why the audit matter is significantHow our audit addressed the key audit matter
ArborGen Cash Generating Unit – impairment assessment
As set out in note 15 and 16 of the consolidated financial statements, the
Group has US$60.2m of intellectual property recorded on its consolidated
balance sheet.
In addition to the above, the carrying amount of the Group’s net assets as at
31 March 2025 was lower than the market capitalisation of the Group. This is
an indicator of impairment and required additional analysis.
The impairment assessment, as disclosed in note 16 is considered to be a key
audit matter as a result of the significance of the intellectual property asset to
the Group, and the level of judgement required when determining the value in
use of ArborGen.
To determine whether the carrying value of it’s CGU is reasonable,
management performed an impairment assessment on a value-in-use
(VIU) basis.
Impairment tests prepared by management were based on discounted
cashflow models using Board approved budgets for the year ending 31 March
2026 and combined with forecasted cashflow for subsequent years.
The key assumptions in assessing the CGUs carrying value were as follows:
• Annual growth rate, in particular MCP and Price growth;
• The terminal value growth rate; and
• The pre-tax discount rate
We have:
• Assessed whether the methodology adopted was consistent with accepted valuation
approaches of NZ IAS 36 Impairment of Assets;
• Evaluated the Group’s determination of CGUs and whether they were appropriate. This
included reviewing internal management reporting to assess the level at which the Group
monitors performance, comparing CGU’s to our knowledge of the Group’s operations
and reporting systems, and reconciling assets allocated to CGUs to accounting records;
• Obtained management’s impairment assessments and tested the completeness and
mathematical accuracy of the VIU calculations;
• Challenged key assumptions to assess the models’ compliance with NZ IAS 36, including
but not limited to discount rates and terminal growth rates used;
• Compared the forecasted cash flows used for FY26 to the Board approved forecast;
• Tested the key data inputs and assumptions such as average selling prices linked to the
projected uptake of the MCP products;
• Assessed historical accuracy of previous forecasts to actual results achieved;
• Performed sensitivity analysis on key assumptions to assess the impact on the carrying value
of the CGU;
• Ensured the disclosures in the consolidated financial statements properly reflect the
judgements and estimates made by management.
57ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Information Other than the Consolidated Financial Statements and Auditor’s
Report thereon
The Directors are responsible for the other information. The other information comprises
the information included in the Annual Report but does not include the consolidated
financial statements and our auditor’s report thereon. The Annual Report is expected
to be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other
information and we do not express any form of audit opinion or assurance conclusion
thereon.
In connection with our audit of the consolidated financial statements, our responsibility
is to read the other information identified above when it becomes available and, in
doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements, or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged with governance.
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 New Zealand
equivalents to International Financial Reporting Standards issued by the New Zealand
Accounting Standards Board and International Financial Reporting Standards, 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 conosolidated
financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the consolidated
financial statements is located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work
has been undertaken so that we might state to the Company’s shareholders, as a body
those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and its shareholders, as a body, for
our audit work, for this report or for the opinion we have formed.
Grant Thornton New Zealand Audit Limited
Y Mohammed
Partner
Auckland
30 May 2025
58ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Corporate Governance
This report describes how ArborGen Holdings’ (ArborGen) business practices reflect
corporate governance best practice, and has been approved by the Board. It is current
as at 31 March 2025.
The Group’s corporate governance framework is guided by the principles and
recommendations of the NZX Corporate Governance Code (NZX Code) issued in
January 2025.
ArborGen considers its corporate governance practices in FY25 are largely in line with
the NZX Code. An explanation has been provided of those areas where ArborGen’s
practices differ from NZX Code recommendations.
The Company’s Code of Conduct and Ethics, Board Charter and other documents
related to corporate governance, collectively and individually, encourage high
standards of ethical and responsible behaviour. These are available on AborGen’s
corporate website www.arborgenholdings.com.
NZX Code RecommendationExplanation
2.9 An issuer should have an
independent chair of the Board.
David Knott was appointed Chair in 2021.
He is not considered independent, as he
is a substantial shareholder in ArborGen.
This is the only reason the Board considers
David to be non-independent, having
given consideration to a range of other
factors including tenure and related
party relationships. As such, his interests
are directly aligned with all shareholder
interests. The Board has approved David’s
appointment as Chair and has determined
it appropriate given there is a majority of
Independent Directors on the Board and
the benefits of having his experience and
direct institutional knowledge. He is not
involved in the day to day running of the
business and does not have significant
influence over operational decisions.
Effective for the 12 months ended 31 March
2025.
59ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Principle 1: Ethical Standards
‘Directors should set high standards of ethical behaviour, model this behaviour and
hold management accountable for these standards being followed throughout the
organisation.’
1.1 Code of Ethics
The Code of Conduct and Ethics sets out clear expectations for ethical decision-
making and personal behaviour by Directors and employees in relation to situations
where their or ArborGen’s integrity could be compromised. These include conflicts of
interest, proper use of Company property and information, fair dealings with employees
and other stakeholders, compliance with laws and regulations, reporting of unethical
decision making and dishonest behaviour, and related matters.
Included in the Code of Conduct and Ethics are mechanisms for dealing with breaches
of the Code. Employees are encouraged to report any breaches in line with the
processes outlined in the Code of Ethics. Employees are also encouraged to speak
up in line with the Company’s Whistleblowing Policy.
The Code of Conduct and Ethics has been communicated to all Directors and
employees of the Company, is part of the induction process and is also published on
the corporate website www.arborgenholdings.com/governance. The Directors lead by
example, modelling high ethical standards to all employees and stakeholders, and it is
expected that employees will also follow the highest standards of ethical behaviour.
The Code of Ethics is reviewed at least every two years.
ArborGen did not donate to any political parties in FY25.
1.2 Insider Trading Policy
ArborGen has a Security Trading Policy, which along with the Financial Markets Conduct
Act 2013, imposes limitations and requirements on Directors and employees in dealing
in the Company’s shares. These limitations prohibit dealing in shares while in possession
of inside information and impose requirements for seeking consent to trade. ArborGen’s
Securities Trading Policy is published on the corporate website.
While there is no formal requirement to do so, all Directors hold shares in the Company
either personally or through affiliates.
Details of Directors’ share dealings are set out on page 72 of this report.
Principle 2: Board Composition and Performance
‘To ensure an effective Board, there should be a balance of independence, skills,
knowledge, experience and perspectives.’
2.1 Board Charter
The roles and responsibilities of the Board are detailed in the Board Charter, which
is reviewed at least every three years and is available on the corporate website.
The Board’s primary objective is to protect and enhance the value of the assets
of the Company and to act in the best interests of the Company.
The Board Charter outlines a number of key roles and responsibilities of the Board,
including:
• The review and approval of appropriate corporate strategies and objectives,
transactions relating to acquisitions and divestments, capital expenditures
above delegated authority limits, financial and capital structure policies, financial
statements and reports to shareholders;
• Ensuring appropriate procedures and systems are in place to identify and manage
risk, including climate related risk and opportunities;
• Ensuring the adequacy and effectiveness of the Group’s internal control framework,
including the independence of the External Audit;
• Review of Group, Board, committee and management performance against
strategic objectives, succession planning, appointment of the CEO, and oversight
of CEO’s direct reports; and
• Ensuring that appropriate systems and processes are in place so that the Group
is managed in an honest, ethical, responsible and safe manner.
The Board has delegated authority for the day-to-day management of the business
to the CEO and the wider senior management team with specified financial and non-
financial limits.
60ArborGen Holdings Limited and Subsidiaries Annual Report 2025
2.2 Nomination and Appointment of Directors
Membership, rotation and retirement of Directors is determined in accordance with
the Company constitution and NZX Listing Rules.
While the nomination process for new Director appointments is the responsibility
of the Board as a whole, the Nomination Committee is responsible for identifying,
reviewing and recommending candidates to the full Board.
The Board may engage consultants to assist in the identification, recruitment and
appointment of suitable candidates.
Directors will retire and may stand for re-election by shareholders at least every
three years, in accordance with the NZX Listing Rules. A Director appointed since the
previous annual meeting holds office only until the next annual meeting but is eligible
for re-election at that meeting.
Shareholders may also nominate candidates for election to the Board. The Board
asks for Director nominations each year prior to the Annual Shareholders Meeting,
in accordance with the constitution of the Company and the NZX Listing Rules.
The Board has a skills matrix and takes into account a number of factors including
qualifications, experience and skills when making Directorship recommendations to the
shareholders. The collective capability of the current Board is assessed against these
requirements and the search then focuses on finding a Board member who will best
complement the current mix of capabilities on the Board.
Key information is provided to shareholders when a Director stands for election
or re-election.
2.3 Written Agreements
The Company has written agreements with each Director, outlining the terms of their
appointment. The Board is satisfied that each Director has the necessary time available
to devote to the position, broadens the Board’s expertise and has the competencies to
ensure the effective functioning of the Board.
The Company has arranged a policy of Directors’ and officers’ liability insurance. This
policy covers the Directors and officers so that any monetary loss suffered by them,
as a result of actions undertaken by them as Directors or officers, is insured to specified
limits (and subject to legal requirements and/or restrictions).
2.4 Director Information
The Company’s Constitution requires a minimum of three Directors and provides for
a maximum of nine. As at the date of this report, the Board comprises five Directors,
of which four are determined to be independent.
As at 31 March 2025, the Directors were:
DirectorRoleResidenceAppointed
Dave Knott
(1)
Non-independent Chairman
(1)
USAAugust 2021
George AdamsIndependent DirectorNZAugust 2019
Tom AveryIndependent DirectorUSAJuly 2018
Ozey HortonIndependent DirectorUSAJuly 2018
Paul SmartIndependent DirectorNZAugust 2018
(1) Substantial Product Holder.
Profiles of each Director are available on the ArborGen website at
www.arborgenholdings.com/board-of-directors.
Directors’ interests are disclosed on page 73 of the Annual Report.
The Board considers Director succession on a regular basis, taking into account such
things as tenure, experience and Director workload. The Board believes that the current
Directors offer valuable and complementary skill sets and expertise that are of value to
the Company.
Board meetings are scheduled throughout the year, with other meetings to deal with
certain matters arising from time to time being held when necessary.
61ArborGen Holdings Limited and Subsidiaries Annual Report 2025
The table below sets out Director attendance at Board and committee meetings during
FY25. In addition to the formal Board and committee meetings held during the year,
Directors regularly participate in discussions with management on a variety of matters.
Board
Audit
Committee
Remuneration
Committee
Number of meetings held422
Dave Knott422
George Adams422
Tom Avery422
Ozey Horton422
Paul Smart422
More information on Board committees is set out under the heading ‘Principle 3’.
2.5 Diversity
ArborGen is continuously developing its culture of performance and growth including
employee development and driving its inclusion and diversity strategy. The workforce
spans a wide range of age, cultural profiles and backgrounds and the Board and
management believe diversity of thought helps innovation. ArborGen has a culture of
equity, fairness, and accountability. The Code of Conduct guides behaviour that creates
a comfortable and rewarding workplace and ongoing training is provided on diversity
and inclusion topics.
The Company ensures its selection processes for recruitment and employee
development opportunities are free from bias and are based on merit and the Board
has practices in place to ensure diversity and fairness within the organisation.
The Company has a flexible working programme that permits work/life balance.
ArborGen has a formal Diversity and Inclusion Policy which is published on the corporate
website. ArborGen’s Board sets and reviews measurable objectives for achieving and
maintaining diversity and inclusion each year.
The Remuneration Committee provides oversight of employment practices and
HR processes and practices.
The Board is satisfied that FY25 activities were in line with the Diversity and Inclusion
Policy and supported the company’s progress towards achieving its objectives.
Activities in FY25 included:
• Reviewing the scorecard which measures employee composition by gender,
age and ethnicity;
• Tracking completion of employee training courses covering Diversity, Inclusion,
Discrimination and Leadership;
• Conducting a remuneration review for all positions based on job descriptions and
location. Salary adjustments were proposed where appropriate based on this review;
and
• Completing the annual review of the Employee handbook, with a revised handbook
completed and distributed.
The officers of ArborGen Holdings (as defined by the NZX Listing Rules for the purposes
of diversity reporting) are the CEO and specific direct reports of the CEO having key
functional responsibility. Officers are:
• Justin Birch, CEO
• Adriano Amaral de Almeida, GM Operations Brazil
• Christina Green, CFO
• Timothy Spreier, VP of Operations
• Patrick Cumbie, VP of Product Development
As at 31 March 2025, females represented 10% of Directors and Officers of the
Company (31 March 2024: 11%).
FY25
Female
FY25
Male
FY25
Gender
diverse
FY24
Female
FY24
Male
FY24
Gender
diverse
Directors050050
Officers140130
62ArborGen Holdings Limited and Subsidiaries Annual Report 2025
2.6 Director Training and Education
Directors receive comprehensive information on the Company’s operations and have
access to any additional information they consider necessary for informed decision-
making. The Company is committed to ensuring its Directors have the knowledge and
information to discharge their responsibilities effectively.
Directors are required under the Board Charter to continuously educate themselves
on how they can appropriately and effectively perform their duties as Directors.
All Directors have access to executives to discuss issues or obtain information on
specific areas in relation to matters to be discussed at Board meetings, or other areas
as they consider appropriate. The Board committees and Directors, subject to the
approval of the Board chair, have the right to seek independent professional advice
at the Company’s expense, to enable them to carry out their responsibilities.
2.7 Board Performance and Review
The Chair conducts an informal review of and with each Director on an annual basis.
The Board also conducts annual reviews of the Board, each Committee, and individual
Directors against the Board Charter.
2.8 Director Independence
Of the five Directors, two are ordinarily resident in New Zealand. In addition, the Board
has assessed that four of the five Directors are Independent Directors for the purposes
of the NZX Listing Rules. In order for a Director to be independent, the Board has
determined that he or she must not be an executive of ArborGen and must have no
Disqualifying Relationships as defined in the NZX Listing Rules. The Board has given
consideration to a number of factors to determine independence, including those listed
in the NZX Corporate Governance Code 2.4.
Directors are required to notify the Company of any interests they have that could
impact an assessment of their independence or their ability to act in the best interests
of ArborGen. The Company has processes in place to manage any conflicts of interest
with Directors.
2.9 Independent Chair
The Chairman, David Knott, is considered a non-executive, non-independent Chairman
because he is a substantial product holder of the Company.
The Board has determined that the appointment of David as Chair is nevertheless
appropriate given there is a majority of Independent Directors on the Board and the
benefits of his experience and direct institutional knowledge.
2.10 Separation of the Chair and the CEO Roles
The Board supports the separation of the roles of chair and CEO. ArborGen’s CEO,
Justin Birch, is not a Director on the ArborGen Board.
Principle 3: Board Committees
‘The Board should use committees where this will enhance its effectiveness in key
areas, while still retaining Board responsibility.’
The Board has three standing committees, being the Audit Committee, the
Remuneration Committee and the Nominations Committee. Each committee operates
under a Charter addressing purpose, constitution and membership, authority, reporting
procedures and evaluation of the committee. These Charters are published on
ArborGen’s corporate website.
The committees enhance the effectiveness of the Board through closer examination
of issues and more efficient decision making. However, the Board retains ultimate
responsibility for the functions of its committees and determines their responsibilities.
The Board appoints the members and chair of each committee, with the committee
chair reporting committee recommendations to the Board.
The Board regularly reviews the charters of each Board committee, the committees’
performance against those charters and membership of each committee.
The Board believes that committee charters, committee membership and roles of
committee members comply with recommendations in the NZX Code.
63ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Current membership of the Board Committees at 31 March 2025 is set out below.
CommitteeRoleMembers
Audit CommitteeAssist the Board in its
oversight of the integrity of
financial reporting, financial
management and controls,
external audit quality
independence.
Paul Smart (Chairman)
George Adams
Tom Avery
Ozey Horton
Remuneration
Committee
Assist the Board in evaluating
the performances of the senior
executives of the Company,
setting the remuneration
packages for senior executives,
and recommending to the
Board the remuneration of the
senior executives and Non-
executive Directors.
George Adams (Chairman)
Tom Avery
Ozey Horton
Dave Knott
Paul Smart
Nominations
Committee
Assist the Board in ensuring
appropriate Board
performance and composition
and in appointing Directors.
Dave Knott (Chairman)
George Adams
Tom Avery
Ozey Horton
Paul Smart
3.1 Audit Committee
The Audit Committee has a minimum of three members, is comprised solely of
non-executive Directors of the Company and is chaired by an Independent Director.
It has been determined by the Board that several members of the Audit Committee
have an adequate accounting or financial background as defined in the NZX Listing
Rules. All of the members of the Audit Committee are Independent Directors.
One of the main purposes of the Audit Committee is to ensure the quality and
independence of the external audit process. The Committee makes enquiries of
management and the external auditors so that it is satisfied as to the validity and
accuracy of all aspects of the Company’s financial reporting. All aspects of the external
audit are reported back to the Audit Committee and the external auditors are given the
opportunity at Committee meetings to meet with Directors.
The Audit Committee is well resourced and operates under a formal written Charter
which is available on ArborGen’s website.
3.2 Management Attendance at Audit Committee Meetings
Management attendance at committee meetings is by the Committee’s invitation only.
Generally, the Committee invites the CEO, CFO and audit partners from New Zealand
and the United States to attend meetings.
3.3 Remuneration Committee
The chair of the Remuneration Committee is an Independent Director as are three
of the other four members. Management may only attend Remuneration Committee
meetings at the invitation of the Committee. The Committee is well resourced and
operates under a formal written charter which is available on ArborGen’s website.
3.4 Nomination Committee
The majority of the members of the Nominations Committee are Independent Directors,
the Committee is well resourced and operates under a formal written charter which is
available on ArborGen’s corporate website.
3.5 Other Board Committees
Special purpose committees may be formed to review and monitor specific projects.
There were no other Board committees formed during FY25.
64ArborGen Holdings Limited and Subsidiaries Annual Report 2025
3.6 Control Transaction (Takeover) Protocols
In the event of a ‘control transaction’ as defined in the NZX Code, the Board’s protocols
require the immediate formation of a subcommittee (the Takeovers Committee),
comprised of non-conflicted non-executive Directors, which will have the authority
to make binding decisions in respect of the control transaction, including:
• Retaining independent legal and financial advisers;
• Appointing an independent adviser;
• Negotiating with the bidder;
• Ensuring strict process separation and independence from interested Directors; and
• Approving any announcements or communications relating to the potential
transaction.
The composition of the committee would be disclosed at the time the bid is made public.
Principle 4: Reporting and Disclosure
‘The Board should demand integrity in financial and non-financial reporting, and in
the timeliness and balance of corporate disclosures.’
4.1 Continuous Disclosure Policy
The Board is committed to providing accurate, adequate and timely information both
to its shareholders and to the market generally. This enables all investors to make
informed decisions about the Company. All significant announcements made to NZX,
and reports issued, are posted on the Company’s website.
The Company has procedures in place to ensure that it complies with its continuous
disclosure requirements under the NZX Listing Rules. The Continuous Disclosure Policy
governs the release to the market of all material information that may affect the value
of the Company. This policy is available on ArborGen’s corporate website.
4.2 Access to Key Governance Policies
Copies of the key governance documents, including the Continuous Disclosure Policy,
Code of Conduct and Ethics, Remuneration, Securities Trading Policy, Board and
Committee Charters and Diversity and Inclusion, ESG and Sustainability policies are
available on the Company’s website.
https://www.arborgenholdings.com/governance-documents
4.3 Financial Reporting
The Board is ultimately responsible for ensuring the quality and integrity of the
Company’s financial reports. To achieve this, the Company has in place a structure to
independently verify and safeguard the integrity of the Group’s reporting. The Audit
Committee constitutes a key component of this structure.
For the financial year ended 31 March 2025, 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 with
the Financial Reporting Act 2013.
The Audit Committee has confirmed in writing to the Board that ArborGen’s external
financial reports are balanced, clear and objective and present a true and fair view in
all material aspects.
ArborGen’s full year and half year financial statements are available on ArborGen’s
website.
4.4 Non-financial Reporting
Non-financial information is provided on a regular basis to shareholders to allow them
to measure the progress of the Company. ArborGen discusses its strategic objectives
and its progress against these in the Chair and CEO’s commentary in shareholder
reports and other market communications.
Environmental and Social commentary is provided in this year’s Annual Report.
ArborGen’s Climate Related Disclosures report is published annually and will be
available by 31 July 2025 at https://www.arborgenholdings.com/sustainability.
65ArborGen Holdings Limited and Subsidiaries Annual Report 2025
ArborGen’s aim is to care and protect the natural ecosystem and provide positive
benefits for its people and communities, while delivering robust financial performance
and profitability for shareholders. The Company is on a continuous journey to identify
ways to measure and monitor its environmental and social impact. The Board believes
this will help to improve all aspects of the business and deliver positive benefits for all
stakeholders.
Principle 5: Remuneration
‘The remuneration of Directors and executives should be transparent, fair and
reasonable.’
The Company’s remuneration policies aim to attract and retain talented and motivated
Directors and executives who will contribute to enhancing the performance of the
Company.
The framework for the determination and payment of Directors’ and senior executives’
remuneration is set out in ArborGen’s Remuneration Policy, available on ArborGen’s
corporate website. External advice is sought on a regular basis to ensure remuneration
is benchmarked to the market for senior management positions, Directors and Board
committee positions.
The Company believes it is appropriate to have Directors’ and executives’ remuneration
aligned with the performance of the Company, and that the ownership of ArborGen
Holdings’ shares is a good way of achieving this goal.
Further details on remuneration are provided in the Remuneration section of this Annual
Report on pages 69 to 72.
5.1 Directors’ Remuneration
Shareholders fix the total remuneration available for Directors. Approval is sought for
any increase in the pool available to pay Directors’ fees, and any recommendations
to shareholders regarding Director remuneration are provided for approval in a
transparent manner. If independent advice is sought by the Board, it will be disclosed to
shareholders as part of the approval process.
The last Director fee pool was approved by shareholders at the Annual Meeting in 2001
for a total fee pool of NZ$800,000. Total fees paid in FY25 were NZ$285,834, with David
Knott volunteering to reduce his Chair fee to NZ$1.
Board policy is that no sum is paid to a Non-executive Director upon retirement or
cessation of office.
While there is no formal requirement to do so, all Directors hold shares in the Company
either personally or through affiliates. Directors’ interests and share dealings in the
Company are detailed on pages 69 and 72.
Remuneration for each Board role, effective from 1 November 2024 is as follows.
Specific payments made to each Director during FY25 as well as other related
information, are set out in the Remuneration Report on page 69.
RoleFee
Chair$120,000
Non-executive Director$75,000
Committee Chair$75,000
5.2 and 5.3 Executive and CEO Remuneration
ArborGen’s executive remuneration policies and practices are designed to attract,
retain and motivate high calibre people and create a performance focussed culture.
Details of executive and CEO Remuneration are set out in the Remuneration Report
on pages 69 to 72.
66ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Principle 6: Risk Management
‘Directors should have a sound understanding of the material risks faced by the
issuer and how to manage them. The Board should regularly verify that the issuer
has appropriate processes that identify and manage potential and material risks.’
6.1 Risk Management Framework
ArborGen is committed to proactively managing risk. While this is the responsibility
of the entire Board, the Audit Committee assists the Board and provides additional
oversight in regards to the risk management framework and monitoring compliance
and with that framework.
The Audit Committee carries out a robust risk assessment process which includes
reviews with management and the independent Auditor of significant risks and
exposures of the Group, and assessments of risk mitigation steps taken by management
to minimise such risks. The Board receives regular reports of the material, emerging and
existing risks from management.
The executive team and senior management are required to regularly identify the major
risks affecting the business and develop structures, practices and processes to manage
and monitor these risks. ArborGen has a Risk Register that is regularly updated and
discussed with the Board incorporating risk ratings both pre and post risk mitigation
controls. Risk assessments are reviewed and re-evaluated, with additional controls
added in some cases, following separate discussions with respective team members
for each risk area, and the Board.
The Board is satisfied that ArborGen has in place a risk management process to
effectively identify, manage and monitor ArborGen’s principal risks. ArborGen maintains
insurance policies that it considers adequate to meet its insurable risks.
Climate is inherently linked to the nature of ArborGen’s business. ArborGen recognises
the need to proactively manage the risks and opportunities that arise from climate
change, in the same way it manages other risks and opportunities facing the business.
The Group is a Climate Reporting Entity for the purpose of the Financial Markets
Conduct Act 2013. ArborGen reports against the Aotearoa New Zealand Climate
Standards – reporting can be viewed at www.arborgenholdings.com/sustainability.
ArborGen considers that the material risks facing the business are:
Description of RiskRisk Management
Reductions or cancellations
of seedling orders
• Detailed customer-by-customer planning
process each year
• 20% limitation on order reductions in multi-year
agreements (MYAs)
• Order reduction deadlines in non-MYA seedling
sales agreements
• Take or pay obligations for reductions after order
reduction deadlines
• Replacing cancelled volumes with new late
season orders from other customers
Freezes during flower
pollination season reducing
annual seed production
volumes
• Build buffer seed inventory in the right genetics
for each provenance
• Establish orchard blocks on properties outside
of their typical range for the provenance
(e.g. Coastal orchards in Texas)
• Maintain redundant orchard capacity
Hurricane damage, or other
large scale natural disaster-
related damage, to orchards
• Build appropriate levels of buffer seed inventory
for each provenance
• Establish orchard blocks on properties outside of
their typical range for the provenance
• Recycle/renew orchards per standard orchard
management on a schedule to distribute orchard
acres across ages
• Maintain redundant orchard capacity
67ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Description of RiskRisk Management
Inability to bag all selected
flowers in orchards during
pollination due to an
accelerated season
• Build appropriate levels of buffer seed
inventory for each provenance
• Establish orchard blocks on properties outside
of their typical range for the provenance
• Maintain redundant orchard capacity
Competition driving pricing
pressure
• Continue to differentiate from competitors
based on advanced genetics offered, superior
service and seedling quality
• Review costs and footprint to improve margins
Advanced genetics adoption• Differentiate products and services through
comprehensive sales and marketing plans and
field tours
• Focus on growing MCP sales especially
in provenances with excess seed supply
• Continued development of new products
to differentiate AG from competition
Cost inflation and contractor
cost increases in the Brazilian
market
• Increase in-house production to control costs,
quality and volume
• Increase pricing of seedlings sold
• Select contract producers where costs can
be controlled more effectively
Decrease in total demand due
to market conditions in Brazil
• Work with outside consultants on Brazil market
projections
• Strong market demand conditions projected for
the next five years for both pine and eucalyptus
• Maintain flexibility to reduce contractor
production if demand is lower
Double taxation of Brazil
income and lack of tax credits
for tax paid in Brazil
• ArborGen is currently engaging with tax
advisors on options to minimise tax risks
6.2 Health and Safety
The health and safety of employees, customers and suppliers is critical and essential
for ArborGen’s success. Board and management are committed to delivering a safe
workplace, and safety training is integral to the Company’s zero-harm goal. Health
and safety results are monitored and measured against zero-harm expectations.
The Company provides safety education programmes and has other continuous
programme initiatives in place to keep people safe at work. At ArborGen’s secure
containment facilities, procedures are designed to ensure compliance with regulatory
requirements in each of the jurisdictions in which the Company operates, including
procedures to ensure employee safety at those facilities.
In FY25, the Total Case Incident Rate (TCIR) for all ArborGen facilities in all geographies
was 0.8 (FY24: 0.5). TCIR is defined as total number of recordable injuries and illness
cases per 100 full-time employees that a site has experienced in a given time frame.
Principle 7: Auditors
‘The Board should ensure the quality and independence of the external audit process.’
7.1 External Audit
The Board’s relationship with its external auditors is governed by the Audit Committee
Charter. The Charter includes provisions for the Committee’s responsibilities to maintain
direct and indirect lines of communication with the external audit function and to
ensure that the ability and independence of the external audit function to carry out its
statutory audit role is not impaired, or could reasonably be perceived to be impaired.
On 9 September 2024, the Company advised that Grant Thornton had been appointed
as the Company’s external auditor, replacing Deloitte. Consistent with best practice,
the audit partner is rotated at no greater than five yearly intervals, with the next lead
partner rotation due in 2029.
A formal engagement letter with Grant Thornton clearly sets out responsibilities in
relation to the external audit of the Group’s financial statements and financial systems.
The Audit Committee monitors the ongoing independence, quality and performance of
the external auditors and monitors audit partner rotation. The committee pre-approves
any non-audit work undertaken by the external auditors.
68ArborGen Holdings Limited and Subsidiaries Annual Report 2025
There were no non-audit services provided by Grant Thornton (or with Deloitte prior
to 9 September 2024) in FY25. The fees paid for audit services in FY25 are presented
in Note 7 of the Financial Report.
The external auditor attends all Audit Committee meetings and has sessions, at least
semi-annually, with the Audit Committee without management in attendance.
The Audit Committee is satisfied that the independence of Grant Thornton is not
compromised by any relationship between Grant Thornton and ArborGen or any
related party or as a result of any non-audit services provided by Grant Thorton,
and has obtained confirmation from Grant Thornton to this effect.
7.2 Attendance at Annual Meeting
The external auditor attends the Annual Shareholders Meeting each year
and is available to answer questions from shareholders relevant to the audit.
7.3 Internal Audit
ArborGen does not have a dedicated Internal Auditor role. ArborGen has a number of
internal controls overseen by the Audit Committee as per the Audit Committee Charter,
including controls for treasury, delegated authority, and prevention and identification
of fraud. As part of the external audit process, Grant Thornton provides feedback on
internal processes and functions.
Principle 8: Shareholder Rights and Relations
‘The Board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the issuer.’
8.1 Investor Website
Easy access to information about the performance of ArborGen and relevant
investor and governance information is available on the Company’s website
www.arborgenholdings.com.
8.2 Engagement with Shareholders
The Board is committed to promoting good relations with the shareholders through
effective communication, ready access to information about the Company, and
facilitating participation at shareholder meetings.
Shareholders are encouraged to attend the Annual Shareholders Meeting and may
raise matters for discussion at this event. The Annual Shareholders Meeting is streamed
live and is accessible worldwide. All written communications and reports are available
on the Company’s website, as well as emailed to shareholders who elect to be emailed.
Shareholders are given the option to communicate with the Company and its share
registry electronically. Approximately 55% of ArborGen’s shareholders have opted for
email communications.
The Company has a formal continuous disclosure policy in place and the Company
regularly communicates to the market to ensure compliance with the NZX Rules on
continuous disclosure.
8.3 Voting on Major Decisions
In accordance with the NZX Listing Rules, shareholders have the right to vote on major
decisions which may change the nature of the Company. Each shareholder has one
vote per share and voting is conducted by polls.
8.4 Equity Offers
ArborGen did not undertake any capital raising during FY25. Should ArborGen consider
raising additional capital, the offer will be structured having regard to likely levels of
shareholder participation and optimising and enhancing the ability to maximise the
level of capital raised. The Board will look to give all shareholders an opportunity to
participate in any capital raising.
8.5 Notice of Meeting
The notice of the Annual Shareholders Meeting is announced on the NZX, sent to
shareholders and posted on the Company’s website at least 20 working days prior to
the meeting each year. The 2024 Notice of Meeting was sent on 22 July 2024, with the
meeting held on 26 August 2024.
69ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Remuneration Report
ArborGen’s Remuneration Committee supports the Board by assessing the
performance and determining the remuneration packages of the Company’s senior
executives, as well as recommending the remuneration for Non-executive Directors.
Further details are provided in the Corporate Governance Statement within this Annual
Report.
Director Remuneration
The Company’s remuneration policies aim to attract and retain talented and motivated
directors and executives who will contribute to enhancing the performance of the
Company. The remuneration for each Board role is shown on page 68.
Directors’ fees exclude GST, where applicable. Directors are entitled to be reimbursed
for costs directly associated with carrying out their duties, including travel costs. Board
policy is that no sum is paid to a non-executive director upon retirement or cessation of
office. Directors do not participate in the Company’s short- or long-term incentives.
The total amount of remuneration and other benefits received by the Directors during
the year ended 31 March 2025 was NZ$285,833 as shown in the table below.
DirectorResponsibilityDirectors Fees
Committee
FeesFY25 Total
DM KnottBoard ChairNZ$1NZ$1
(1)
TA AveryNZ$67,708NZ$67,708
OK Horton NZ$67,708NZ$67,708
PR Smart
Audit
Committee
Chair
NZ$67,708NZ$7,500NZ$75,208
THG Adams
Remuneration
Committee
Chair
NZ$67,708NZ$7,500NZ$75,208
(1) David Knott volunteered to reduce his Chair fee to NZ$1.
Director Equity Holdings
The Company believes it is appropriate to have Directors’ and executives’ remuneration
aligned with the performance of the Company, and that the ownership of ArborGen
Holdings’ shares is a good way of achieving this goal. As at 31 March 2025, Directors of
the Company held the following relevant interests (as defined in the Financial Markets
Conduct Act 2013) in ArborGen shares:
NamePositionNumber of Shares
DM Knott
Chairman and Non-executive
Director
137,359,722
TA AveryNon-executive Director
(1)
555,350
OK Horton Non-executive Director
(1)
555,350
PR SmartNon-executive Director
(1)
555,350
THG AdamsNon-executive Director
(2)
820,998
(1) Shares issued under the 2018 Share Plan (see the Company’s 2022 Annual Report
for further details).
(2) Shares issued under the 2019 share plan.
Executive Remuneration
The Group’s Remuneration Policy aims to attract, retain and incentivise employees in
order to drive and enhance Company performance. Performance incentive payments
are determined by the Remuneration Committee and are calculated by measuring
actual performance outputs against target individual and/or Company objectives.
70ArborGen Holdings Limited and Subsidiaries Annual Report 2025
In September 2019, the Board established a new share-based incentive scheme named
the Rubicon Limited 2019 Omnibus Incentive Scheme (the Omnibus Incentive Scheme)
permitting the Board or the Remuneration Committee to grant various equity-based
awards (including stock options, stock appreciation rights, restricted stock units and
other types of equity and cash awards) to officers, employees and directors of the
ArborGen Group. The Omnibus Incentive Scheme aims to align the interests of the
Groups’ officers, employees and directors with those of the Company’s shareholders
over the longer term.
Under the Omnibus Incentive Scheme, the Remuneration Committee can, but is not
obligated to, permit the mandatory tax withholdings of equity-based awards to be
satisfied by withholding shares to which the recipient would otherwise be entitled.
In that event, the Company would use its own cash to satisfy the withholding taxes of
the recipient and accordingly reduce the number of shares transferred upon vesting
to the recipient.
There was no approved Long Term Incentive Plan in respect of the fiscal year ending
31 March 2025 (FY25).
CEO Remuneration
Justin Birch commenced as CEO on 16 June 2023. The CEO’s remuneration package
reflects the complexity of the role, and the wide-ranging skills needed to do it well and
is intended to strongly align his interests with those of shareholders.
It comprises:
• A fixed remuneration component comprising cash salary of US$438,180 (Base Salary
for FY25)
• Annual short-term incentive of up to 100% of Base Salary:
- For fiscal year ended 31 March 2025 and each fiscal year thereafter:
(i) a cash bonus of up to 50% of then-current Base Salary; and
(ii) a bonus paid in ARB ordinary shares of up to 50% of then-current Base
Salary, in each case subject to meeting performance criteria determined by
the Remuneration committee (a portion of which will be paid in cash for tax
purposes).
• An equity grant of restricted ordinary shares (Restricted Shares), equal to 4% of
ordinary shares in ARB subject to shareholder approval (includes a cash portion
to cover associated taxes) comprising:
- 50% Time-Based Shares: such Restricted Shares shall vest as follows:
(i) one third which vested on the first anniversary of the employment
commencement date (June 1, 2024); and
(ii) two thirds shall vest on the second anniversary date (June 1, 2025), in each
case subject to completion of continuous service with ArborGen or an affiliate
until the applicable vesting date
- 50% Performance-Based Shares: such Restricted Shares shall vest as follows:
(i) one half of such Performance-Based Shares which did not vest on June 1,
2024, and
(ii) the other half of such Performance-Based Shares shall vest on June 1, 2025,
in each case subject to satisfaction of applicable performance criteria and
to completion of continuous service with ArborGen or an affiliate until the
applicable vesting date
(iii) performance criteria directly related to adjusted GAAP EBITDA
(iv) all ordinary shares not vested will vest immediately upon a change of control.
The Board ensures that the CEO’s remuneration, including base salary, is aligned
with appropriate market rates and reflects performance and delivery of sustainable
shareholder value.
Further information on the CEO’s Remuneration was provided in the FY23 Notice of
Meeting, where shareholders approved the issue of 10,471,477 shares to the Justin
Birch Trust, in addition to the 9,780,000 issued in July 2023. The chart below shows
total compensation paid in FY24 and FY25, though the STI incentive was earned in
the previous fiscal year of when paid.
71ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Fixed RemunerationShort Term Incentive
(1)
Long Term Incentive
(2)
Total
Base
Salary
Other
benefits
Number
of Shares
Vested
Market
Value of
Shares
($USD)
Cash
Number
of Shares
Vested
Market
Value of
Shares
($USD)
Cash
FY24:
J Birch
$359,600$315,920
(5)
1,346,928 $115,068$309,931
(3)
$1,100,520
FY25:
J Birch
$438,180$66,000535,719$45,259$121,903
(3)
1,827,696$156,141$132,208
(4)
$959,691
(1) Earned based upon criteria of the associated fiscal year, paid in following fiscal year.
(2) Earned based upon anniversary of employment (1 June, 2024).
(3) Includes cash-based bonus along with incremental cash associated with the withholding taxes of the recipient, which subsequently
reduced the number of shares transferred upon vesting to the recipient.
(4) Cash associated with the withholding taxes of the recipient, which subsequently reduced the number of shares transferred upon
vesting to the recipient.
(5) FY24 other benefits consisted of signing bonus ($100k), relocation costs ($100k) and other miscellaneous costs including legal fees
along with employer paid benefits.
FY25 STI Outcome
The STI outcome is set at 100% base salary and is earned as a cash and stock
remuneration (50%/50% with a portion to be paid in cash for tax purposes) based upon
Adjusted GAAP EBITDA along with strategic initiatives which are related to sales and
marketing, strategic investments in Brazil, and securing the sustainability of long-term
business functioning.
Performance HurdlesSTI WeightingWeighted Outcome
Financial Performance60%0%
Strategic Initiatives40%38%
Severance
If the Company terminates the Chief Executive Officer’s employment without cause,
the Company shall pay the Executive an amount equal to twelve months of the Chief
Executive Officer’s Base Salary plus any prorated target bonus in cash for remainder
of employment year and any outstanding equity-based incentive award subject to
performance based vesting criteria pro-rated on a quarter by quarter basis.
72ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Employee Remuneration
In accordance with Section 211 of the Companies Act, remuneration and other
benefits (including performance benefits and any redundancy payments) which in
total exceeded NZ$100,000 per annum received by employees of ArborGen and its
subsidiaries (i.e. including ArborGen Inc and its respective subsidiaries) in the period
ended 31 March 2025 is summarised in the following table:
Includes Salary, Commissions, Incentive Bonus
$NZDNumber of Employees
$100,000to$110,0005
$110,000to$120,00012
$120,000to$130,0009
$130,000to$140,0006
$140,000to$150,0003
$150,000to$160,0005
$160,000to$170,0005
$190,000to$200,0003
$200,000to$210,0002
$220,000to$230,0004
$230,000to$240,0005
$240,000to$250,0001
$260,000to$270,0002
$280,000to$290,0001
$290,000to$300,0001
$310,000to$320,0001
$320,000to$330,0001
$340,000to$350,0001
$350,000to$360,0001
$400,000to$410,0001
$420,000to$430,0001
$490,000to$500,0001
$2,100,000to$2,110,0001
Payments include salary, commissions and incentive bonus.
Dealings in Company Securities
There has been no trading in ArborGen Holdings’ shares by Directors and Senior
Officers during the twelve-month period ended 31 March 2025 other than vesting of
shares under the Non-Executive Directors’ Share Plans and the issuance of shares
under the Executive Fixed Trading Plan:
• Vesting of 1,827,696 related to Equity Grant as outlined in the CEO Remuneration
section
• Cancelled 1,547,550 shares to pay associated taxes for Justin Birch
• Issued 1,346,928 shares to Justin Birch as part of his short-term incentive plan
as detailed in the CEO Remuneration section.
73ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Statutory Information
Interests Register
Directors’ certificates to cover entries in the Interests Register made during the
twelve-month period ended 31 March 2025 in respect of remuneration, dealing in the
Company’s securities, insurance and other interests have been separately disclosed
as required by the New Zealand Companies Act 1993.
Directors’ Interests
The following are particulars of general disclosures of interest given by the Directors of
the Company as at the date of this report pursuant to section 140(2) of the Companies
Act 1993:
Relationship
DM KnottKnott Partners, LPManaging Member
Daida LLCBoard Member
The HiGro Group, LLCAdvisory Board
Knott Family FoundationPresident
The Max Stenbeck Charitable FundBoard Member
UNC Arts and Sciences FoundationDirector
SCAN-HarborBoard Member
THG AdamsApollo Foods LimitedExecutive Chairman and
shareholder
Bremworth LimitedDirector
Insightful Mobility LimitedChairman and shareholder
Netlogix Group HoldingsChairman
New Zealand Frost Fans Holdco LimitedChairman
Synlait Milk LimitedChairman
Synlait Milk Finance LimitedChairman
Red Shield Security LimitedChairman
TA AveryCRA International IncDirector and shareholder
KIPP Metro AtlantaDirector
PowerUP ScholarshipDirector
Scheller Business SchoolAdvisory Board Member
Southeast Pet IncAdvisory Board Member
OK HortonAl Dabbagh GroupAdvisory Board Director
Louisiana-Pacific CorporationDirector and shareholder
Worthington Industries, IncDirector and shareholder
MUSC Hollings Cancer CenterAdvisory Board Member
Liberty Fellowship FoundationMentor
The Clergy Society in the State
of South Carolina
Investment Committee
Chairman
PR SmartArgus Fire Systems Service LimitedDirector
Genus ABS (NZ) LimitedDirector
Bellbird TrustTrustee
Saddleback TrustTrustee and Beneficiary
Sunrise Consulting LimitedDirector
During the twelve-month period ended 31 March 2025 Directors advised the following
resignations:
Relationship
PR SmartVortex Power Systems LimitedDirector and Chair
74ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Subsidiary Company Directors
Section 211(2) of the Companies Act 1993 requires the Company to disclose in relation
to directors and former directors of its subsidiaries, amongst other things, the total
remuneration and value of other benefits received by them, and particulars of interest
register entries made by them during the twelve-month period ended 31 March
2025. No employee of an ArborGen Group company appointed as a director of any
wholly-owned subsidiary receives any remuneration or other benefits in that role. The
remuneration and other benefits of employees are disclosed elsewhere in this Annual
Report. No director of any subsidiary receives any remuneration or other benefits as
a director. The following persons held office as directors of subsidiary companies as
at 31 March 2025, or in the case of those persons with the letter (R) after their name,
ceased to hold office during the period:
Rubicon Forests Holdings Limited DM Knott, PR Smart
Rubicon Industries USA LLC DM Knott
ArborGen Inc
DM Knott, TA Avery, JH Birch,
OK Horton, PR Smart, THG Adams
ArborGen Comercio de Produtos Florestais
Importacao e Exportacao LTDA
A Amaral de Almeida
ArborGen Tecnologia Florestal LTDA A Amaral de Almeida
Shareholder Information
The Company’s shares are listed on the Main Board of NZX Limited. The 20
shareholders of record with the largest holdings of shares at 1 May 2025 were:
Number of
shares
% of
shares
HSBC Nominees (New Zealand) Limited - NZCSD155,176,67129.79
Citibank Nominees (New Zealand) Limited - NZCSD131,151,27525.18
Accident Compensation Corporation - NZCSD38,189,4787.33
JBWere (NZ) Nominees Limited24,873,4994.77
Sky Hill Limited20,047,0433.85
Justin Birch a/c - A Brown16,876,2313.24
Squirrel a/c - A Mansell, S Pearson & J Pearson16,542,2183.18
JPMorgan Chase Bank NA NZ Branch - NZCSD9,630,3891.85
The Aspiring Fund - Public Trust - NZCSD6,274,9661.20
S Moriarty5,320,0001.02
A Baum4,703,3510.90
H Fletcher & S Fletcher4,318,1820.83
M Taylor3,680,0000.71
Justin Birch3,174,6240.61
New Zealand Depository Nominee Limited2,895,9750.56
Moriarty Superannuation Fund – S & D Moriarty2,710,1240.52
The So Proud a/c – S Godfrey, D Toothill & M Godfrey2,639,0270.51
K Chiam2,241,9370.43
BNP Paribas Nominees (NZ) Limited - NZCSD1,798,0790.35
G Simms1,725,0000.33
Total453,968,0698 7. 1 6
75ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Distribution of Shareholders and Holdings as at 1 May 2025
Number of shareholders Number of shares
Size of holdingNumber%Number%
1-9991,764 34.551,149,648 0.22
1,000–9,9992 , 74153.687,221,054 1.39
10,000–49,9993877.587,681,001 1.47
50,000–99,99968 1.334,679,737 0.90
100,000 and over146 2.86500,117,198 96.02
Total
(1)
5,106 100.00520,848,638 100.00
(1) Includes shares issued under the Non-Executive Directors Share Plan.
Domicile of Shareholders and Holdings as at 1 May 2025
Number of shareholders Number of shares
Size of holdingNumber%Number%
New Zealand4,10180.32348,930,09166.99
Australia61412.02135,637,75926.04
United Kingdom1502.9420,616,4093.96
United States of America146 2.8612,738,4112.45
Other95 1.862,925,9680.56
Total
(1)
5,106 100.00520,848,638 100.00
(1) Includes shares held by US-based shareholders through New Zealand nominee
companies.
Substantial Product Holders
According to notices that have been provided under the Financial Markets Conduct
Act 2013, as at 31 March 2025 the following were substantial product holders in the
Company. In terms of the Act, the number of shares and percentages shown below are
as last advised by the substantial product holder and may not be their current holdings
or reflect the current percentage of the voting securities on issue.
Substantial product holder
Number of
voting securities
held at date of
notice
% of voting
securities
held at date
of noticeDate of notice
Dave Knott
(a)
115,583,16228.25623 August 2016
(2)
Libra Fund LP / Ranjan Tandon77,149,36714.646 October 2023
(1)
Accident Compensation
Corporation
32,221,0006.6044 January 2018
(1)
Irvin Kessler25,000,0005.1243 January 2018
(1)
Bank of New Zealand
(b)
25,000,0005.1248 January 2018
(1)
Greensprings Capital LP33,563,4796.4219 December 2024
(3)
76ArborGen Holdings Limited and Subsidiaries Annual Report 2025
The following substantial product holder notices have been received (which are included
in the substantial product holder notices disclosed above). The number of shares
and percentages shown below are as last advised by the substantial product holder
and may not be their current holdings or reflect the current percentage of the voting
securities on issue.
Substantial product holder
Number of
voting securities
% of ArborGen
voting
securities Date of notice
(a) Mr Knott has disclosed he holds a relevant interest in ArborGen shares held by:
Dorset Management
Corporation
105,679,65725.83523 August 2016
(2)
Knott Partners, L.P.
(i)
82,511,22620.17113 June 2014
(2)
Various other interests 9,903,5052.42123 August 2016
(2)
(i) Dorset Management Corporation has entered into an investment
management agreement with Knott Partners, L.P. pursuant to which Dorset
Management Corporation has discretion over the acquisition, disposition
and voting of the securities held by Knott Partners, L.P. Dave Knott is the sole
shareholder, Director and President of Dorset Management Corporation. All
of the voting securities held by Knott Partners, L.P. are therefore also included
in the number of voting securities held by Dorset Management Corporation.
(b) In their substantial product holder notice the Bank of New Zealand stated
“Conditional power to control the disposal of the financial product. The relevant
interest only arises from the powers of investment contained in an investment
management contract for Bank of New Zealand’s portfolio execution service.”
The total number of issued voting securities at 31 March 2025 was 520,848,638. All of
the references to voting securities in this section are to the Company’s ordinary shares.
(1) The total number of shares on issue at date substantial product holder notice was
received was 487,908,343.
(2) The total number of shares on issue at date substantial product holder notice was
received was 409,051,378.
(3) The total number of shares on issue at date substantial product holder notice was
received was 522,971,138.
Other
Directors’ and Officers’ Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the constitution of
the Company, the Company has given indemnities to, and has effected insurance for,
Directors and executives of ArborGen and its related companies which indemnify
and insure Directors and executives against monetary losses as a result of actions or
omissions by them in the course of their duties. The Company shall maintain insurance
cover for the Directors and executives for a period of seven years following the date
the Director or executive has ceased to be a Director or executive of the Company.
Excluded from the indemnity are actions of criminal liability or breach of the Director’s
duty to act in what they believe to be the best interests of the Company.
Donations
During the twelve-month period ended 31 March 2025, the total amount of donations
made by ArborGen and its subsidiaries was $343 (2024: $1,889).
Credit Rating
ArborGen has not sought a credit rating.
NZX Waivers
No NZX waivers were granted to the Company by NZX, or otherwise relied upon by
the Company, under the NZX Listing Rules during the period from 1 April 2024 to
31 March 2025.
77ArborGen Holdings Limited and Subsidiaries Annual Report 2025
Directory
Registered Office
Level 15, PwC Tower,
15 Customs Street West,
Auckland 1010, New Zealand
PO Box 68 249, Victoria Street West,
Auckland 1141, New Zealand
Telephone: +64 9 356 9800
Email: info
@
arborgenholdings.com
Website: www.arborgenholdings.com
Directors
Dave Knott, Chairman (USA)
(1)
George Adams, Independent Director (NZ)
Ozey Horton, Independent Director (USA)
Paul Smart, Independent Director (NZ)
Tom Avery, Independent Director (USA)
Share Registry
Computershare Investor Services Limited
Private Bag 92119,
Auckland 1142, New Zealand
Ph: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry
@
computershare.co.nz
Website: www.computershare.co.nz
Auditor
Grant Thornton New Zealand Audit Limited
Solicitor
DLA Piper
(1) Substantial Product Holder.
www.arborgenholdings.com
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.