Spark New Zealand LimitedNZX: SPK

H1FY25 Interim Financial Statements

· Issued by Spark New Zealand Limited

INTERIM FINANCIAL STATEMENTS

FY2025

Page 02

Spark New Zealand Interim financial statements

Interim financial statements

For the six months ended 31 December 2024

Interim financial statements

3-6

Notes to the interim financial statements

7-16

Independent auditor's review report

17

These interim financial statements do not include all the notes and information normally included in the annual financial statements. Accordingly, they should be read in conjunction with the annual financial statements for the year ended 30 June 2024.

Page 03Spark New Zealand Interim financial statements

Statement of profit or loss and other comprehensive income

SIX MONTHS ENDED 31 DECEMBER

2024

2023

UNAUDITED

UNAUDITED

NOTES

$M

$M

Operating revenues and other gains

1,939

1,976

Operating expenses1

(1,520)

(1,446)

Earnings before finance income and

expense, income tax, depreciation, amortisation and net

investment income (EBITDAI)

4

419

530

Finance income

15

14

Finance expense

(75)

(63)

Depreciation and amortisation

(300)

(251)

Net investment income

-

(3)

Net earnings before income tax

3

59

227

Income tax expense1

(24)

(70)

Net earnings for the period

4

35

157

Other comprehensive income

Items that will not be reclassified to profit or loss:

Revaluation of long-term investments designated at fair value through other comprehensive

income

5

(3)

(12)

Items that may be reclassified to profit or loss:

Translation of foreign operations

-

(1)

Change in hedge reserves net of tax

(30)

(13)

Other comprehensive income for the period

(33)

(26)

Total comprehensive income for the period

2

131

Earnings per share

Basic earnings per share (cents)

1.9

8.6

Diluted earnings per share (cents)

1.9

8.5

Weighted average ordinary shares (millions) - used for basic earnings per share

1,829

1,835

Dilutive potential ordinary share (options)

1

3

Weighted average ordinary shares and options (millions) - used for diluted earnings per share

1,830

1,838

See accompanying notes to the interim financial statements.

1 These balances have been impacted by the transformation costs associated with Spark's SPK-26 Operate Programme, see note 2 for further details.

Page 04Spark New Zealand Interim financial statements

Statement of financial position

AS AT

AS AT

31 DECEMBER

30 JUNE

2024

2024

UNAUDITED

AUDITED

NOTES

$M

$M

Current assets

Cash

100

59

Short-term receivables and prepayments

894

915

Short-term derivative assets

6

1

Inventories

113

89

Taxation recoverable

57

6

Assets classified as held for sale

2.1

256

-

Total current assets

1,426

1,070

Non-current assets

Long-term receivables and prepayments

378

515

Long-term derivative assets

13

25

Long-term investments

5

132

206

Deferred tax assets

31

17

Right-of-use assets

575

487

Leased customer equipment assets

63

70

Property, plant and equipment

1,433

1,394

Intangible assets

847

851

Total non-current assets

3,472

3,565

Total assets

4,898

4,635

Current liabilities

Short-term payables, accruals and provisions

581

550

Short-term derivative liabilities

1

-

Short-term lease liabilities

107

96

Debt due within one year

6

552

414

Liabilities classified as held for sale

2.1

6

-

Total current liabilities

1,247

1,060

Non-current liabilities

Long-term payables, accruals and provisions

55

56

Long-term derivative liabilities

76

78

Long-term lease liabilities

777

646

Long-term debt

6

1,308

1,205

Total non-current liabilities

2,216

1,985

Total liabilities

3,463

3,045

Equity

Share capital

906

810

Reserves

(447)

(414)

Retained earnings

976

1,194

Total equity

1,435

1,590

Total liabilities and equity

4,898

4,635

See accompanying notes to the interim financial statements.

On behalf of the Board

Justine Smyth, CNZM

Jolie Hodson, MNZM

Chair

Chief Executive

Authorised for issue on 21 February 2025

Page 05Spark New Zealand Interim financial statements

Statement of changes in equity

FOREIGN

SHARE-BASED

CURRENCY

SIX MONTHS ENDED 31 DECEMBER 2024

RETAINED

HEDGE

COMPENSATION

REVALUATION

TRANSLATION

SHARE CAPITAL

EARNINGS

RESERVES

RESERVE

RESERVE

RESERVE

TOTAL

UNAUDITED

$M

$M

$M

$M

$M

$M

$M

Balance at 1 July 2024

810

1,194

12

4

(407)

(23)

1,590

Net earnings for the period

-

35

-

-

-

-

35

Other comprehensive income for the period

-

-

(30)

-

(3)

-

(33)

Total comprehensive income for the period

-

35

(30)

-

(3)

-

2

Contributions by, and distributions to, owners:

Dividends

-

(254)

-

-

-

-

(254)

Supplementary dividends

-

(23)

-

-

-

-

(23)

Tax credit on supplementary dividends

-

23

-

-

-

-

23

Dividend reinvestment plan

94

-

-

-

-

-

94

Issuance of shares under share schemes

3

-

-

1

-

-

4

Other transfers

(1)

1

-

(1)

-

-

(1)

Total transactions with owners for the period

96

(253)

-

-

-

-

(157)

Balance at 31 December 2024

906

976

(18)

4

(410)

(23)

1,435

FOREIGN

SHARE-BASED

CURRENCY

SIX MONTHS ENDED 31 DECEMBER 2023

RETAINED

HEDGE

COMPENSATION

REVALUATION

TRANSLATION

SHARE CAPITAL

EARNINGS

RESERVES

RESERVE

RESERVE

RESERVE

TOTAL

UNAUDITED

$M

$M

$M

$M

$M

$M

$M

Balance at 1 July 2023

965

1,371

11

2

(387)

(22)

1,940

Net earnings for the period

-

157

-

-

-

-

157

Other comprehensive income for the period

-

-

(13)

-

(12)

(1)

(26)

Total comprehensive income for the period

-

157

(13)

-

(12)

(1)

131

Contributions by, and distributions to, owners:

Dividends

-

(249)

-

-

-

-

(249)

Supplementary dividends

-

(25)

-

-

-

-

(25)

Tax credit on supplementary dividends

-

25

-

-

-

-

25

Share buy-back

(159)

-

-

-

-

-

(159)

Issuance of shares under share schemes

4

-

-

1

-

-

5

Other transfers

-

1

-

(1)

-

-

-

Total transactions with owners for the period

(155)

(248)

-

-

-

-

(403)

Balance at 31 December 2023

810

1,280

(2)

2

(399)

(23)

1,668

Page 06Spark New Zealand Interim financial statements

Statement of cash flows

SIX MONTHS ENDED 31 DECEMBER

2024

2023

UNAUDITED

UNAUDITED

NOTES

$M

$M

Cash flows from operating activities

Receipts from customers

1,977

1,972

Receipts from interest

15

13

Payments to suppliers and employees

(1,566)

(1,519)

Payments for income tax

(78)

(101)

Payments for interest on debt

(46)

(31)

Payments for interest on leases

(24)

(23)

Payments for interest on leased customer equipment assets

(3)

(4)

Net cash flows from operating activities

7

275

307

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

2

14

Receipts from finance leases

-

1

Payments for purchase of business, net of cash acquired

(2)

(2)

Receipts from loans receivable

3

10

Payments for, and advances to, long-term investments

-

(1)

Payments for purchase of property, plant and equipment, intangibles (excluding spectrum), and

capacity

(228)

(347)

Payments for capitalised interest

(4)

(6)

Net cash flows from investing activities

(229)

(331)

Cash flows from financing activities

Proceeds from debt

5,427

7,310

Repayments of debt

(5,237)

(6,821)

Payments for dividends

(160)

(249)

Payments for share buy-back

-

(159)

Receipts from lease incentive

22

-

Payments for leases

(44)

(38)

Payments for leased customer equipment assets

(11)

(20)

Net cash flows from financing activities

(3)

23

Net cash flows

43

(1)

Opening cash position

59

100

Closing cash position

102

99

Cash included in assets classified as held for sale

2.1

2

-

Cash

100

99

Closing cash position

102

99

See accompanying notes to the interim financial statements.

Page 07

Spark New Zealand Interim financial statements

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 1 About this report

Reporting entity

These unaudited interim financial statements are for Spark New Zealand Limited (the Company) and its subsidiaries (together Spark or 'the Group') for the six months ended 31 December 2024.

The Company is incorporated and domiciled in New Zealand, registered under the Companies Act 1993 and is an FMC reporting entity under the Financial Markets Conduct Act 2013. The Company is listed on the New Zealand Stock Exchange (NZX) and the Australian Securities Exchange (ASX).

Basis of preparation

The interim financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ GAAP). They comply with New Zealand equivalents to International Accounting Standard 34: Interim Financial Reporting and International Accounting Standard 34: Interim Financial Reporting, as appropriate for profit-oriented entities.

The accounting policies adopted are consistent with those followed in the preparation of Spark's annual financial statements for the year ended 30 June 2024. The preparation of the interim financial statements requires management to make estimates and assumptions. Spark has been consistent in applying the estimates and assumptions adopted in the annual financial statements for the year ended 30 June 2024. Certain comparative information has been updated to conform with the current year's presentation.

Financial instruments are either carried at amortised cost, less any provision for impairment, or fair value. The only significant variances between instruments held at amortised cost and their fair value relate to long-term debt. There were no changes in valuation techniques during the period. Spark's derivatives are held at fair value, calculated using discounted cash flow models and observable market rates of interest and foreign exchange prices. This represents a level two measurement under the fair value measurement hierarchy, being inputs other than quoted prices included within level one that are observable for the asset or liability. The fair value of receivables and prepayments are approximately equal to their carrying value.

As at 31 December 2024, capital expenditure amounting to $718 million (30 June 2024: $684 million) had been committed under contractual arrangements.

New and amended standards

NZ IFRS 18 Presentation and Disclosure in Financial Statements (NZ IFRS 18) will replace NZ IAS 1 Presentation of Financial Statements and may have a material impact on Spark's disclosures. NZ IFRS 18 has been issued but is not yet effective until periods commencing on or after 1 January 2027.

NZ IFRS 18 sets out the requirements for the presentation and disclosure of information in financial statements, and will not change net profit reported, but how results are presented on the statement of profit or loss and other comprehensive income and what information is disclosed in the notes. Spark is yet to determine the disclosure impacts of this standard and whether it will adopt it prior to the year ending 30 June 2028. The key changes of NZ IFRS

18 are expected to be:

  • A more structured statement of profit or loss and other comprehensive income, including new subtotals, and income and expenses classified into three categories (operating, investing and financing).
  • Non-GAAP,management performance measures are required to be disclosed in the financial statements and subject to audit.
  • New disclosures are required for items currently labelled as 'other', with enhanced guidance on how to group information within the financial statements.

Page 08

Spark New Zealand Interim financial statements

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 2 Significant transactions and events for the current period

The following significant transactions and events affected the financial performance and financial position of Spark for the six month period to 31 December 2024 or subsequent to balance date:

Debt programme (see note 6)

  • On 28 November 2024, Spark extended the term of its $100 million committed revolving sustainability linked loan (SLL) facility with Commonwealth Bank of Australia by three years, to mature on 30 November 2027. Spark's SLL has a dual focus on the Group's environmental and gender diversity performance. For the SLL extension, the gender representation target has been replaced with a median gender pay gap target. The environmental targets remain unchanged.
  • On 28 November 2024, Spark established a NZ$100 million committed revolving facility with Commonwealth Bank of Australia, to mature on 28 May 2025.

Capital expenditure

  • Spark's additions to property, plant and equipment, intangible assets (excluding spectrum) and capacity right-of-use assets were $252 million (31 December 2023: $286 million).

Dividends

  • Dividends paid during the six month period ended 31 December 2024 in relation to the H2 FY24 second-half ordinary dividend of 14.0 cents per share totalled $254 million. Of this, $94 million was reinvested through the dividend reinvestment plan with the shares issued at a 3% discount to the prevailing market price around the time of issue. The dividends paid during the comparative six month period to 31 December 2023 in relation to the H2 FY23 second-half ordinary dividend of 13.5 cents per share totalled $249 million, with no shares offered under the dividend reinvestment plan.

Connexa (see note 2.1)

  • On 12 December 2024, Spark announced the sale of its remaining stake (~17%) in mobile towers business Connexa to global investment group CDPQ, with final proceeds expected to be around $310 million and completion anticipated to occur in the third quarter of FY25. More details on the anticipated transaction are contained within note 2.1.

Transformation costs (see note 4)

  • Transformation costs of $29 million were incurred in the implementation of Spark's SPK-26 Operate Programme. The objectives of this programme are to redesign the organisational operating model, drive labour and operating cost reductions. The costs incurred related to largely labour restructuring and advisory costs.

Note 2.1 Assets and liabilities classified as held for sale

Connexa

On 12 December 2024, Spark announced the sale of the remaining ~17% interest in Connexa to global investment group CDPQ, with final proceeds expected to be around $310 million. As at 31 December 2024, the assets associated with Connexa have been classified as held for sale.

All necessary regulatory conditions have been satisfied and the sale is expected to complete in the third quarter of FY25.

Other Transactions

On 20 December 2024, Spark signed a sale and purchase agreement for the sale of its subsidiary Digital Island which is expected to be completed in the third quarter of FY25. The sale excludes Digital Island's mobile services business which will be transferred to Spark after completion. As at 31 December 2024, the assets, excluding its mobile customer base, and liabilities associated with Digital Island have been classified as held for sale.

In July 2024, Spark bought back a Business Hub from the previous licensee. Spark intends to re-sell the hub and anticipates the Business Hub will be sold in the third quarter of FY25.

Page 09

Spark New Zealand Interim financial statements

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 2.1 Assets and liabilities classified as held for sale (continued)

The major classes of assets and liabilities classified as

held for sale are as follows:

AS AT 31

DECEMBER

2024

UNAUDITED

$M

Cash

2

Short-term receivables and prepayments

4

Long-term receivables and prepayments

1

Long-term receivable1

171

Long-term investments1

65

Property, plant and equipment

1

Intangible assets

12

Total assets classified as held for sale

256

Short-term payables, accruals and provisions

6

Total liabilities classified as held for sale

6

1 These balances relate to the investment in Connexa and associated shareholder loans.

No gain or loss was recognised in the statement of profit or loss on classification of the above assets and liabilities to held for sale.

At the time these interim financial statements were authorised for issue the Connexa, Digital Island and Business Hub transactions had not yet completed.

Note 3 Segment information

The segment results disclosed are based on those reported to the Chief Executive and are how Spark reviews its performance. Spark's segments are measured based on product margin, which includes product operating revenues and direct product costs. The segment results exclude other gains, labour, other operating expenses, finance income and expense, depreciation and amortisation, net investment income and income tax expense, as these are assessed at an overall Group level by the Chief Executive.

Comparative segment results

Spark has made minor reclassifications of segment revenues and costs from IT products and IT services to data centres. There is no change to the overall Spark reported result because of these changes.

SIX MONTHS ENDED 31 DECEMBER

2024

2023

OPERATING

PRODUCT

PRODUCT

OPERATING

PRODUCT

PRODUCT

REVENUES

COSTS

MARGIN

REVENUES

COSTS

MARGIN

UNAUDITED

$M

$M

$M

$M

$M

$M

Mobile

739

(251)

488

749

(253)

496

Procurement and partners

332

(307)

25

339

(315)

24

Broadband

302

(162)

140

309

(161)

148

IT products

264

(139)

125

261

(122)

139

Voice

78

(36)

42

94

(43)

51

IT services

72

(23)

49

80

(14)

66

High-tech

41

(19)

22

35

(13)

22

Data centres

25

(2)

23

22

(1)

21

Other products1

63

(26)

37

68

(22)

46

Segment results

1,916

(965)

951

1,957

(944)

1,013

1 Other products includes mobile infrastructure and exchange building sharing arrangements.

Page 10Spark New Zealand Interim financial statements

NOTES TO THE INTERIM FINANCIAL STATEMENTS

Note 3 Segment information (continued)

Reconciliation from segment product margin to consolidated net earnings before income tax

SIX MONTHS ENDED 31 DECEMBER

2024

2023

UNAUDITED

$M

$M

Segment product margin

951

1,013

Other gains

Gain on sale and acquisition of property, plant and equipment and intangibles

1

17

Gain on lease modifications and terminations

22

2

Labour1

(273)

(279)

Other operating expenses

Network support costs

(52)

(40)

Computer costs

(74)

(52)

Accommodation costs

(48)

(48)

Advertising, promotions and communication

(31)

(33)

Bad debts

(10)

(7)

Other1

(67)

(43)

Earnings before finance income and expense, income tax, depreciation, amortisation and net investment

income (EBITDAI)

419

530

Finance income

Finance lease interest income

4

4

Other interest income

11

10

Finance expense

Finance expense on debt

(41)

(33)

Lease interest expense

(25)

(24)

Leased customer equipment interest expense

(3)

(4)

Other interest and finance expenses

(10)

(8)

Capitalised interest

4

6

Depreciation and amortisation expense

Depreciation - property, plant and equipment

(147)

(112)

Depreciation - right-of-use assets

(50)

(42)

Depreciation - leased customer equipment assets

(13)

(17)

Amortisation - intangible assets

(90)

(80)

Net investment income

Share of associates' and joint ventures' net losses

(6)

(8)

Interest income on loans receivable from associates and joint ventures

6

6

Net loss on remeasurement of equity accounted investments

-

(1)

Net earnings before income tax

59

227

1 These balances have been impacted by the transformation costs associated with Spark's SPK-26 Operate Programme, see note 2 for further details.

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