Comvita Limited/Announcement
Comvita Limited logo

Comvita Full Year Result and Strategic Review

Full Year Results20 August 2018CVTIndustrials

Comvita Limited (CVT)

Results for announcement to the market


Reporting Period 12 months to 30 June 2018

Previous Reporting Period 12 months to 30 June 2017



Amount

(NZD’000)

Amount

(NZD’000)

Percentage

change

2018 2017

Revenue from ordinary activities $178,493 $155,879 14.5%

Profit/(Loss) from ordinary

activities after tax attributable to

security holder

$8,211 $9,822 (16.4%)

Net Profit/(Loss) attributable to

security holders

$8,211 $9,822 (16.4%)


Final Dividend Amount per security Imputed amount per

security

$0.02 $0.02


Record Date 21 September 2018

Dividend Payment Date 28 September 2018




Comments A brief Please refer to profit announcement above

and attachments for commentary.




Attachments:

• Financial statements

• Investor presentation

• Appendix 7 notice of event effecting securities - Dividend

---

Comvita Financial Statements 2018 - PIComvita Financial Statements 2018 - PI
FOR THE YEAR ENDED

30 JUNE 2018

COMVITA LIMITED AND GROUP

FINANCIAL

STATEMENTS

• 2018 •

Comvita Financial Statements 2018 - PIIComvita Financial Statements 2018 - P1
DIRECTORS’ DECL A R ATION

INCOME STATEMENT

STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF FINANCIAL POSITION

STATEMENT OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

AUDIT REPORT

STATUTORY INFORM ATION

COMPA N Y DIRECTORY

2

3

4

5

6

7

8

42

46

51

CONTENTS

Comvita Financial Statements 2018 - P2Comvita Financial Statements 2018 - P3
In the opinion of the directors of Comvita Limited, the financial statements and the notes, on pages 3 to 41:

• comply with New Zealand generally accepted accounting practice and fairly reflect the financial position

of the Group as at 30 June 2018 and the results of their operations and cash flows for the year ended on

that date

• have been prepared using appropriate accounting policies, which have been consistently applied and

supported by reasonable judgements and estimates

The directors believe that proper accounting records have been kept which enable, with reasonable

accuracy, the determination of the financial position of the Group and facilitate compliance of the financial

statements with the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.

The directors consider that they have taken adequate steps to safeguard the assets of the Group, and to

prevent and detect fraud and other irregularities. Internal control procedures are also considered to be

sufficient to provide reasonable assurance as to the integrity and reliability of the financial statements.

The directors are pleased to present the financial report, incorporating the financial statements of Comvita

Limited for the year ended 30 June 2018.

For and on behalf of the Board of Directors:

DIRECTORS’ DECL A R ATIONINCOME STATEMENT



Neil Craig Luke Bunt

20 August 2018 20 August 2018

For the year ended

In thousands of New Zealand dollars

30 June 2018


30 June 2017

Note

Revenue

5178,493

155,879

Cost of sales

(105,298)

(93,738)

Gross profit

73,195

62,141

Other income

64,931

14,251

Selling and marketing expenses

(37,865)

(35,481)

Administrative expenses

9(15,953)

(16,955)

Distribution expenses

(8,095)

(5,838)

Research and development expenses

(3,118)

(3,498)

Operating profit before financing costs

13,095

14,620

Finance income

71,777

6,461

Finance expenses

7(4,973)

(8,257)

Net finance costs

(3,196)

(1,796)

Share of profit/(loss) of equity accounted investees

151,921

(2,237)

Impairment of equity accounted investees

15(681)

(1,235)

Profit before income tax

11,139

9,352

Income tax (expense)/ benefit

10(2,928)

470

Profit for the year

8,211

9,822

Earnings per share:

Basic earnings per share (NZ cents)

2318.252 3.74

Diluted earnings per share (NZ cents)

2317.7723.08

The notes on pages 8 to 41 are an integral part of these financial statements

Comvita Financial Statements 2018 - P4Comvita Financial Statements 2018 - P5
For the year ended 30 June 2018

In thousands of New Zealand dollars

Share

capital

Foreign

currency

translation

reserve

Hedging

reserve

Retained

earningsTotal

Balance at 30 June 201697,181(3,566)(1,435)39,659131,839

Total comprehensive income for the year

Profit for the year---9,8229,822

Other comprehensive income (net of tax):

Foreign investor tax credits received---3333

Foreign currency translation differences for foreign operations-(328)--(328)

Effective portion of changes in fair value of cash flow hedges--348-348

Total other comprehensive income-(328)3483353

Total comprehensive income for the year-(328)3489,8559,875

-

Transactions with owners, recorded directly in equity

Share based payment (Note 8)---450450

Issue of ordinary shares

- executive share scheme1,735---1,735

- employee share purchase scheme42---42

Issue of treasury stock28--444472

Private Placement – China Resources21,200---21,200

Issue expenses related to the issues of shares(31)---(31)

Dividend paid (Note 22)---(1,707)(1,707)

Total transactions with owners22 ,974--(813)22 ,161

Balance at 30 June 2017120,155(3,894)(1,087)48,701163,875

Total comprehensive income for the year

Profit for the year---8,2118,211

Other comprehensive income (net of tax):

Foreign investor tax credits received---1818

Foreign currency translation differences for foreign operations-2,235--2,235

Effective portion of changes in fair value of cash flow hedges--(1,261)-(1,261)

Total other comprehensive income-2,235(1,261)18992

Total comprehensive income for the year-2,235(1,261)8,2299,203

Transactions with owners, recorded directly in equity

Share based payment (Note 8)---730730

Issue of share capital - investment in China Joint Venture (Note 15d)16,414---16,414

Issue expenses(28)---(28)

Issue of ordinary shares

- executive share scheme1,064---1,064

- employee share purchase scheme(12)---(12)

Issue of treasury stock151--140291

Dividend paid (Note 22)---(1,845)(1,845)

Total transactions with owners17,589--(975)16,614

Balance at 30 June 2018137,744(1,659)(2,348)55,955189,692

For the year ended

In thousands of New Zealand dollarsNote

30 June 2018


30 June 2017

Profit for the year

8,2119,822

Items that are or may be reclassified subsequently to the income statement

Foreign currency translation differences for foreign operations

2 ,729(361)

Effective portion of changes in fair value of cash flow hedges

(1,751)

483

Foreign investor tax credits received

18

33

Income tax on these items

10(4)

(102)

Income and expense recognised directly in other comprehensive

income

99253

Total comprehensive income for the year

9,2039,875

The notes on pages 8 to 41 are an integral part of these financial statements

STATEMENT OF

COMPREHENSIVE INCOME

STATEMENT OF

CHANGES IN EQUITY

The notes on pages 8 to 41 are an integral part of these financial statements

Comvita Financial Statements 2018 - P6Comvita Financial Statements 2018 - P7
As at 30 June


In thousands of New Zealand dollars

20182017

Note

Assets

Property, plant and equipment

12

47,50846,206

Biological assets

14

4,3314,245

Intangible assets and goodwill

13

33,39734,051

Investment in equity accounted investees

15

30,62114,15 5

Other investments88

Deferred tax asset112,9922,149

Total non-current assets118,857100,814

Inventory

17

116,4928 7,856

Trade receivables

18

55,81344,013

Sundry receivables

19

21,85115,708

Cash and cash equivalents

24

4,9474,572

Derivatives

16

1862,331

Tax receivable4211,398

Total current assets199,710155,878

Total assets318,567256,692

Equity

Issued capital13 7,74 4120,15 5

Retained earnings55,9554 8,701

Reserves

(4,007)

(4 ,9 8 1)

Total equity189,692163,875

Liabilities

Loans and borrowings

24

96,70066,500

Employee benefits

20

407356

Total non-current liabilities97,10766,856

Trade and other payables

21

22,93819,088

Employee benefits

20

4,0484,002

Ta x p ayab le1,414246

Derivatives

16

3,3682,625

Total current liabilities31,76825,961

Total liabilities128,87592,817

Total equity and liabilities318,567256,692

The notes on pages 8 to 41 are an integral part of these financial statementsThe notes on pages 8 to 41 are an integral part of these financial statements

For the year ended 30 June

In thousands of New Zealand dollars

20182017

Note

Receipts from customers

180,599129,946

Payments to suppliers and employees

(197,287)(133,219)

Interest received

36216

Interest paid

(3,850)(4,087)

Taxation paid

(1,616)(3,578)

Net cash flows from operating activities

25(22,118)(10,722)

Investment in equity accounted investees

(27)(9,539)

Net loans to/interest from equity accounted investees

(2,135)(4,158)

Receipt of dividend from equity accounted investee

262-

Net loans to/interest from related parties

(54)(788)

Payment for the purchase of property, plant and equipment

(4 ,744)(2,957)

Receipt for the disposal of property, plant and equipment

49756

Payment for the purchase of biological assets

-30

Receipt from sale of investments

-10,760

Receipt from sale of intangibles

-

19,188

Payment for the purchase of intangibles

(790)(917)

Net cash flows from investing activities

(6,991)11,675

Net proceeds from issue of share capital and issue expenses

1,02422,946

Proceeds from/repayment of loans and borrowings

30,200(20,300)

Payment of dividends

22(1,845)(1,707)

Net cash flows from financing activities

29,379939

Net increase in cash and cash equivalents

2701,892

Cash and cash equivalents at the beginning of the period

4,5722 ,780

Effect of exchange rate fluctuations on cash held

105(100)

Cash and cash equivalents at the end of the period

4,9474,572

Represented as:

Cash and cash equivalents

244,9474,572

Total

4,9474,572

STATEMENT OF

FINANCIAL POSITION

STATEMENT OF

CASH FLOWS

Comvita Financial Statements 2018 - P8Comvita Financial Statements 2018 - P9
1. REPORTING ENTITY

Comvita Limited (the “Company”) is a Company domiciled in New

Zealand, and registered under the Companies Act 1993 and listed on

the New Zealand Stock Exchange (“NZX”). The Company is an issuer

in terms of the Financial Reporting Act 2013 and Financial Markets

Conduct Act 2013. The financial statements of the Group for the

year ended 30 June 2018 comprise the Company and its subsidiaries

(together referred to as the “Group”) and the Group’s interest in

equity accounted investees.

The principal activity of the Group is that of manufacturing and

marketing quality natural health products, apiary ownership and

management.

2. BASIS OF PREPARATION

(a) Statement of compliance

The Company is a FMC reporting entity for the purposes of the

Financial Reporting Act 2013 and the Financial Market Conduct Act

2013. These Financial Statements comply with these Acts and have

been prepared in accordance with the New Zealand Equivalents to

International Financial Reporting Standards as appropriate for profit-

oriented entities.

The financial statements were approved by the Board of Directors on

20 August 2018.

(b) Basis of measurement

The financial statements have been prepared on the historical

cost basis except for derivative financial instruments, financial

instruments classified as available-for-sale and biological assets

which are measured at fair value.

The methods used to measure fair values are discussed further in the

respective notes.

(c) Functional and presentation currency

These financial statements are presented in New Zealand dollars

($), which is the Company’s functional currency. Amounts have been

rounded to the nearest thousand.

(d) Critical estimates and judgements

The preparation of the financial statements requires management

to make judgements, estimates and assumptions that affect the

application of accounting policies and the reported amounts of

assets, liabilities, income and expenses. Actual results may differ

from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing

basis. Revisions to accounting estimates are recognised in the period

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

In particular, information about significant areas of estimation

uncertainty and critical judgements in applying accounting policies

that have the most significant effect on the amount recognised in the

financial statements are described in the following Notes:

• Note 11 – recoverability of deferred tax assets

• Note 13 – measurement of recoverability of cash generating

units

• Note 14 – valuation of biological assets

• Note 26 – measurement of share based payments

3. SIGNIFICANT ACCOUNTING

POLICIES

(a) Basis of consolidation

(i) Business combinations

Business combinations are accounted for using the acquisition

method as at the acquisition date, which is the date on which control

is transferred to the Group.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists

when the Group has the power to govern the financial and operating

policies of an entity so as to obtain benefits from its activities. In

assessing control, potential voting rights that presently

are exercisable are taken into account. The financial statements

of subsidiaries are included in the consolidated financial

statements from the date that control commences until the date

that control ceases.

(iii) Investments in equity accounted investees

Associates and Joint Ventures are those entities in which the Group

has significant influence, but not control, over the financial and

operating policies. Associates and Joint Ventures are accounted

for using the equity method (equity accounted investees). The

consolidated financial statements include the Group’s share of

the income and expenses of equity accounted investees, after

adjustments to align the accounting policies with those of the Group,

from the date that significant influence or joint control commences

until the date that significant influence or joint control ceases.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective

functional currencies of Group entities at exchange rates at the dates

of the transactions. Monetary assets and liabilities denominated

in foreign currencies at the reporting date are retranslated to the

functional currency at the exchange rate at that date.

(ii) Foreign operations

The assets and liabilities of foreign operations with currencies

different to the Company including goodwill and fair value

adjustments arising on acquisition, are translated to New Zealand

dollars at exchange rates at the reporting date. The income and

expenses of such foreign operations are translated to New Zealand

dollars at exchange rates at the dates of the transactions. Foreign

currency differences are recognised in the foreign currency

translation reserve (FCTR).

(c) Financial instruments

(i) Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity

securities, trade and other receivables, cash and cash equivalents,

loans and borrowings, and trade and other payables.

Non-derivative financial instruments are recognised initially at fair

value plus, for instruments not at fair value through the income

statement, any directly attributable transaction costs.

A financial instrument is recognised if the Group becomes a party

to the contractual provisions of the instrument. Financial assets

are derecognised if the Group’s contractual rights to the cash flows

from the financial assets expire or if the Group transfers the financial

asset to another party without retaining control or substantially all

risks and rewards of the asset. Regular way purchases and sales of

financial assets are accounted for at trade date, i.e., the date that the

Group commits itself to purchase or sell the asset. Financial liabilities

are derecognised if the Group’s obligations specified in the contract

expire or are discharged or cancelled.

Cash and cash equivalents comprise cash balances and demand

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.

Accounting for finance income and expense is discussed in Note 3(l).

Instruments at fair value through the income statement

An instrument is classified as at fair value through the income

statement if it is held for trading or is designated as such upon

initial recognition. Financial instruments are designated at fair

value through the income statement if the Group manages such

investments and makes purchase and sale decisions based on their

fair value. Upon initial recognition, attributable transaction costs

are recognised in the income statement when incurred. Subsequent

to initial recognition, financial instruments at fair value through the

income statement are measured at fair value, and changes therein are

recognised in the income statement.

(ii) Derivative financial instruments

The Group uses derivative financial instruments to hedge its exposure

to foreign exchange and interest rate risks arising from operational,

financing and investment activities. Embedded derivatives are

separated from the host contract and accounted for separately if

the economic characteristics and risks of the host contract and

the embedded derivative are not closely related. In accordance

with its treasury policy, the Group does not hold or issue derivative

financial instruments for trading purposes. However, derivatives that

do not qualify for hedge accounting are accounted for as financial

instruments designated at fair value through the income statement.

Derivative financial instruments are recognised initially at fair value

and transaction costs are expensed immediately. Subsequent to

initial recognition, derivative financial instruments are stated at fair

value. The gain or loss on remeasurement to fair value is recognised

immediately in the income statement. However, where derivatives

qualify for hedge accounting, recognition of any resultant gain or loss

depends on the nature of the hedging relationship (see over page).

Cash flow hedges

Changes in the fair value of the derivative hedging instrument

designated as a cash flow hedge are recognised in other

comprehensive income and presented in equity in the hedging

reserve to the extent that the hedge is effective. To the extent that the

hedge is ineffective, changes in fair value are recognised in the income

statement.

If the hedging instrument no longer meets the criteria for hedge

accounting, expires or is sold, terminated or exercised, then hedge

accounting is discontinued prospectively. The cumulative gain or

loss previously recognised in equity remains there until the forecast

transaction occurs. The amount recognised in equity is transferred to

the income statement in the same period that the hedged item affects

the income statement.

Separable embedded derivatives

Changes in the fair value of separable embedded derivatives are

recognised in profit or loss.

(d) Share capital

(i) Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly

attributable to the issue of ordinary shares and share entitlements are

recognised as a deduction from equity.

(ii) Repurchase of share capital

When share capital recognised as equity is repurchased, the amount

of the consideration paid, including directly attributable costs, is

recognised as a deduction from equity. Repurchased shares are

classified as treasury shares and are presented as a deduction from

total equity.

(e) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less

accumulated depreciation and impairment losses.

Cost includes expenditures that are directly attributable to the

acquisition of the asset. The cost of self-constructed assets includes

the cost of materials and direct labour, any other costs directly

attributable to bringing the asset to a working condition for its

intended use, and the costs of dismantling and removing the items

and restoring the site on which they are located. Purchased software

that is integral to the functionality of the related equipment is

capitalised as part of that equipment.

When parts of an item of property, plant and equipment have

different useful lives, they are accounted for as separate items (major

components) of property, plant and equipment.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2018 - P10Comvita Financial Statements 2018 - P11
(e) Property, plant and equipment (continued)

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and equipment

is recognised in the carrying amount of the item if it is probable that

the future economic benefits embodied within the part will flow to the

Group and its cost can be measured reliably. The costs of the day-to-

day servicing of property, plant and equipment are recognised in the

income statement as incurred.

(iii) Depreciation

Depreciation is recognised in the income statement on a straight-line

basis over the estimated useful lives of each part of an item of property,

plant and equipment. Land is not depreciated.

The estimated useful lives for the current and comparative periods are

as follows:

• Buildings up to 50 years

• Plant and machinery 2 - 20 years

• Vehicles 4 -10 years

• Office equipment, furniture and fittings 2 -10 years

• Bearer plants 100 years

Depreciation methods, useful lives and residual values are reassessed

at the reporting date.

(f) Biological assets

Biological assets are measured at fair value less point-of-sale costs,

with any change therein recognised in the income statement. Point-of-

sale costs include all costs that would be necessary to sell the assets.

Agricultural produce from biological assets is transferred to inventory at

fair value, by reference to market prices for honey, less estimated point-

of-sale costs at the date of harvest.

(g) Intangible assets and goodwill

(i) Goodwill

Goodwill that arises on the acquisition of subsidiaries and other

business combinations is presented within intangible assets.

Goodwill is measured at cost less accumulated impairment losses.

(ii) Research and development

Expenditure on research activities, undertaken with the prospect of

gaining new scientific or technical knowledge and understanding, is

recognised in the income statement when incurred.

Development activities involve a plan or design for the production of

new or substantially improved products and processes. Development

expenditure is capitalised only if development costs can be measured

reliably, the product or process is technically and commercially feasible,

future economic benefits are probable, and the Group intends to and

has sufficient resources to complete development and to use or sell the

asset. The expenditure capitalised includes the cost of materials, direct

labour and overhead costs that are directly attributable to preparing the

asset for its intended use. Other development expenditure is recognised

in the income statement when incurred. Capitalised development

expenditure is measured at cost less accumulated amortisation and

accumulated impairment losses.

(iii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future

economic benefits embodied in the specific asset to which it relates.

All other expenditure, including expenditure on internally generated

goodwill and brands, is recognised in the income statement when

incurred.

(iv) Amortisation

Amortisation is recognised in the income statement on a straight-line

basis over the estimated useful lives of intangible assets, other than

goodwill, from the date that they are available for use. The estimated

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

• Brands, patents and trademarks 3 – 20 years (2017: 3-10 years)

• Capitalised development costs 2 – 5 years

• Software 3 – 10 years

(h) Inventories

Inventories are measured at the lower of cost and net realisable value.

The cost of inventories is based on the weighted average principle,

and includes expenditure incurred in acquiring the inventories and

bringing them to their existing location and condition. In the case

of manufactured inventories and work in progress, cost includes an

appropriate share of production overheads based on normal operating

capacity. Net realisable value is the estimated selling price in the

ordinary course of business, less the estimated costs of completion and

selling expenses.

The cost of items transferred from biological assets is their fair value

less point-of-sale costs at the date of transfer.

(i) Impairment

The carrying amounts of the Group’s assets are reviewed at each

reporting date to determine whether there is any objective evidence of

impairment.

An impairment loss is recognised whenever the carrying amount of

an asset exceeds its recoverable amount. Impairment losses directly

reduce the carrying amount of assets and are recognised in the income

statement.

(i) Impairment of receivables

The recoverable amount of the Group’s investments in receivables

carried at amortised cost is calculated as the present value of

estimated future cash flows. Impairment losses on an individual basis

are determined by an evaluation of the exposures on an instrument

by instrument basis. All individual instruments that are considered

significant are subject to this approach.

For trade receivables which are not significant on an individual basis,

collective impairment is assessed on a portfolio basis based on number

of days overdue and taking into account the historical loss experience in

portfolios with a similar amount of days overdue.

(ii) Non-financial assets

An impairment loss is recognised if the carrying amount of an asset

or its cash-generating unit exceeds its recoverable amount. A cash-

generating unit is the smallest identifiable asset group that generates

cash flows that are largely independent from other assets and groups.

Impairment losses are recognised in the income statement. Impairment

losses recognised in respect of cash-generating units are allocated first

(i) Impairment (continued)

(ii) Non-financial assets (continued)

to reduce the carrying amount of any goodwill allocated to the units

and then to reduce the carrying amount of the other assets in the unit

(group of units) on a pro rata basis. When an event occurring after the

impairment was recognised causes the amount of the impairment to

decrease, the decrease in impairment loss is reversed through profit

or loss.

The recoverable amount of an asset or cash-generating unit is

the greater of its value in use and its fair value less costs to sell. In

assessing value in use, the estimated future cash flows are discounted

to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks

specific to the asset.

( j) Employee benefits

Share-based payment transactions

The grant date fair value of entitlements granted to employees

is recognised as an employee expense, with a corresponding

increase in equity, over the period in which the employees become

unconditionally entitled to the entitlements. The amount recognised

as an expense is adjusted to reflect the actual number of share

entitlements that vest.

(k) Revenue

Revenue from the sale of goods is measured at the fair value of the

consideration received or receivable, net of returns and allowances,

trade discounts and volume rebates. Revenue is recognised when the

significant risks and rewards of ownership have been transferred to

the buyer, recovery of the consideration is probable, the associated

costs and possible return of goods can be estimated reliably, and

there is no continuing management involvement with the goods.

Transfers of risks and rewards vary depending on the individual terms

of the contract of sale. For domestic sales, transfer usually occurs

when the product is received at the customer’s warehouse; however,

for some international shipments transfer occurs upon loading the

goods onto the relevant carrier.

(l) Finance income and expenses

Finance income comprises interest income on funds invested,

foreign exchange gains, dividend income and gains on the disposal of

available-for-sale financial assets that are recognised in the income

statement. Interest income is recognised as it accrues, using the

effective interest method. Dividend income is recognised on the date

that the Group’s right to receive payment is established, which in the

case of quoted securities is the ex-dividend date.

Finance expenses comprise interest expense on borrowings,

foreign exchange losses, unwinding of the discount on provisions,

impairment losses recognised on financial assets (except for trade

receivables) and losses on the disposal of available-for-sale financial

assets that are recognised in the income statement. All borrowing

costs are recognised in the income statement using the effective

interest method.

(m) Income tax expense

Income tax expense comprises current and deferred tax. Income tax

expense is recognised in the income statement except to the extent

that it relates to items recognised in other comprehensive income, in

which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for

the period, using tax rates enacted or substantively enacted at the

reporting date, and any adjustment to tax payable in respect of

previous periods.

Deferred tax is recognised in respect of temporary differences

between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for the following temporary

differences: the initial recognition of goodwill, the initial recognition of

assets or liabilities in a transaction that is not a business combination

and that affects neither accounting nor taxable profit, and differences

relating to investments in subsidiaries to the extent that they

probably will not reverse in the foreseeable future. Deferred tax is

measured at the tax rates that are expected to be applied to the

temporary differences when they reverse, based on the laws that have

been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable

that future taxable profits will be available against which temporary

differences can be utilised. Deferred tax assets are reviewed at each

reporting date and are reduced to the extent that it is no longer

probable that the related tax benefit will be realised. Additional

income taxes that arise from the distribution of dividends are

recognised at the same time as the liability to pay the related dividend

is recognised.

(n) Earnings per share

The Group presents basic and diluted earnings per share (EPS) data

for its ordinary shares. Basic EPS is calculated by dividing the profit

or loss attributable to ordinary shareholders of the Company by the

weighted average number of ordinary shares outstanding during

the period. Diluted EPS is determined by adjusting the profit or loss

attributable to ordinary shareholders and the weighted average

number of ordinary shares outstanding for the effects of all dilutive

potential ordinary shares, which comprise share entitlements granted

to employees.

(o) Segments

Segment results that are reported to the CEO include costs

directly attributable to a segment as well as those that can be

allocated on a reasonable basis. Unallocated items comprise mainly

head office expenses.

(p) New standards and interpretations not

yet adopted

A number of new standards and interpretations are not yet effective

as at 30 June 2018, and have not been applied in preparing these

consolidated financial statements. The relevant standards are:

NZ IFRS 15 Revenue from Contracts with Customers

Effective for Group reporting period beginning on: 1 July 2018

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2018 - P12Comvita Financial Statements 2018 - P13
(p) New standards and interpretations not yet adopted

(continued)

NZ IFRS 15 deals with revenue recognition and establishes principles

for reporting useful information to users of financial statements about

the nature, amount, timing and uncertainty of revenue and cash flows

arising from an entity’s contracts with customers. Revenue is recognised

when a customer obtains control of a good or service and thus has the

ability to direct the use and obtain the benefits from the good or service.

The standard replaces NZ IAS 18 Revenue and NZ IAS 11 Construction

Contracts and related interpretations. An impact assessment of this

standard has been performed by the Group and no material impact is

expected from the adoption of this standard other than reclassifications

and additional disclosures.

NZ IFRS 9 Financial Instruments

Effective for Group reporting period beginning on: 1 July 2018

NZ IFRS 9 includes revised guidance on the classification and

measurement of financial instruments, a new expected credit loss

model for calculating impairment on financial assets, and new general

hedge accounting requirements. It also carries forward the guidance on

recognition and derecognition of financial instruments from NZ IAS 39.

NZ IFRS 9 Financial Instruments replaces the existing guidance in NZ IAS

39 Financial Instruments: Recognition and Measurement.

The new standard includes three areas of change:

1. Classification and measurement of financial instruments -

the adoption of NZ IFRS 9 will not require any changes to the

measurement of the Group’s financial assets. Financial assets

classified as ‘loans and receivables’ will now be classified as

‘amortised cost’. There are no other classification changes,

therefore no material impact is expected from this area of change.

2. A single, forward-looking, ‘expected loss’ impairment model –

the Group has elected to apply the ‘simplified approach’ for the

calculation and recognition of impairment of financial assets. An

assessment has been performed by the Group and the adoption

of this new standard is not expected to have a material impact on

the Group.

3. Reformed approach to hedge accounting. The general hedge

accounting requirements aim to simplify hedge accounting,

creating a stronger link with risk management strategy and

permitting hedge accounting to be applied to a greater variety

of hedging instruments and risks, management consider this will

have no impact on the Group. Hedging documentation has been

updated to be compliant with NZ IFRS 9.

The requirements of NZ IFRS 9 will be adopted from 1 July 2018. The

classification and measurement and impairment requirements are

applied retrospectively by adjusting the opening balance sheet at the

date of initial application, with no requirement to restate comparative

periods. The Group does not intend to restate comparatives.

The current estimated impact of transitioning to NZ IFRS 9 at 1 July 2018

on the financial statements of the Group is not expected to be material.

The Group will continue to revise, refine and validate the impairment

model and related process controls.

NZ IFRS 16 Leases

Effective for Group reporting period beginning on: 1 July 2019

NZ IFRS 16 removes the classification of leases as either operating leases

or finance leases – for the lessee – effectively treating all leases as

finance leases. Lessor accounting remains similar to current practice –

i.e. lessors continue to classify leases as finance and operating. NZ IFRS

16 Leases replaces the existing guidance in NZ IAS 17 Leases. The Group

has collated information and is in the process of assessing the full impact

of adopting this standard.

4. SEGMENT REPORTING

Segment information is presented in the financial statements in respect

of the Group’s contribution segments which are the primary basis of

decision making. The contribution segment reporting format reflects the

Group’s management and internal reporting structure.

Performance is measured based on contribution which is a measure of

profitability that the segment contributes to the Group. Contribution

is used to measure performance as management believes that such

information is most relevant in evaluating the results of certain

segments. Inter-segment pricing is determined on an arms-length basis.

Each segment sells Comvita’s range of products. Comvita’s range of

products primarily include products with apiary and other natural

ingredients.

The Company is organised primarily by geographic location of its

subsidiaries, such as New Zealand, Australia, Asia, Europe and North

Amercia, except for the China segment, which reports on sales to our

Joint Venture and our share of the Joint Venture’s profits.


The Group has six reportable segments as described below:

New Zealand This segment captures both revenue and

related costs for the New Zealand market,

excluding exports.

Australia This segment captures both revenue and

related costs for the Australian

domestic market and includes

external revenue and costs from

Comvita Australia Pty Limited.

China This segment reports on sales to our

China Joint Venture and our share of the

China Joint Venture’s profits.

Asia This segment captures both revenue and related

costs of our Asian operations and customers.

The Asian segment includes Hong Kong, Taiwan,

Japan, Korea and Singapore. It excludes China which

is a separate segment.

North America This segment captures both revenue and

related costs for sales to customers of the

North American subsidiary.

Europe This segment captures both revenue and related

costs for the United Kingdom and European markets.

4. SEGMENT REPORTING (CONTINUED)

For the year ended 30 June

In thousands of New Zealand dollars

Contribution

segments*New ZealandAustraliaChina**AsiaNorth AmericaEurope

Total reportable

segmentsOther segmentsTotal

20182017201820172018201720182017201820172018201720182017 20182017 20182017

Revenue

37,07533,11845,48331,81112,09528,64036,81332,36326,8353,8468,6647, 395166,965137,17311,52818,706178,493155,879

Contribution

16,19514,38011,5486,4671,7963,5214,1584 ,7669,060(672)4124943,16928,5115541,03343,72329,544

Non attributable

(35,559)(29,175)

Other income (Note 6)

4,93114,251

Financial income and expenses (Note 7)

(3,196)(1,796)

Share of profit of equity accounted investees (Note 15)

3,346 - (1,425)

(2,237)

1,921(2,237)

Impairment of equity accounted investees (Note 15)

(681)(1,235)(681)(1,235)

Net profit before tax5,1423,521

11,1399,352

* These are not purely geographical segments and hence vary from the geographical segments presented below

**Reconciliation of China SegmentGross51%

elimination

NoteTotal segment

(per above)

Revenue

21,423(9,328)512,095

Contribution

3,419(1,623)15b1,796

Share of profit of equity accounted investees3,346-3,346

Net profit before tax6,765(1,623)5,142

China sales and contribution for 2018 includes 51% of sales and contribution eliminated, for 51% of inventory purchased from the Group, on-hand at reporting date.

Geographical segments

30 June 2018 30 June 2017

In thousands of New Zealand dollars

RevenueNon-current assetsRevenueNon-current assets

Australia

45,70327,27031,75131,704

New Zealand

40,01648,17035,65547,312

Rest of Asia

37,1368,72233,8634,472

North America

34,966215,4782

China

12,095-28,640-

Europe

8,2161,08010,1361,012

Other Countries

361-356-

Total

178,49385,244155,87984,502


Total reportable segment assets

As at 30 June

In thousands of New Zealand dollars

2018

2017

Total assets for reportable segments

120,18197, 331

Other investments

88

Investment in equity accounted investees

30,6217,927

Other unallocated assets

167,757151,426

Consolidated total assets

318,567256,692

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2018 - P14Comvita Financial Statements 2018 - P15
5. REVENUE

In thousands of New Zealand dollars

Note20182017

30 June30 June

Sales

186,026148,681

Elimination of sales (from stock held by equity accounted investee)4

(9,328)-

Royalties

-1,251

Deferred revenue released

-529

Deferred revenue released – Sale of IP to Derma

-3,338

Other

1,7952,080

Total revenue

178,493155,879


6. OTHER INCOME

In thousands of New Zealand dollarsNote

20182017

30 June30 June

Gain on sale of Medihoney IP to Derma

(i)-13,201

Earnout - Integra

(i)2,862-

Change in fair value of contingent consideration (ii)

750-

Government grants

764237

Gain on disposal of PP&E

125-

Change in fair value of biological assets

65428

Other

365385

Total other income

4,93114,251

(i) Sale of Medihoney Intellectual Property (IP) to Derma Sciences, Inc.

In January 2017, the Company sold its Medihoney related IP to Derma Sciences, Inc., who has been subsequently acquired by Integra Lifesciences

Inc. (NASDAQ: IART). In addition to the initial consideration received, a further two earnout payments totalling USD$5,000,000 were receivable

if Derma’s Medihoney sales exceed certain thresholds. The first earnout was received in June 2018 with a cash receipt of USD$2,000,000 for

additional consideration. The second earnout has not been recognised as a receivable as it is not virtually certain that it will be received.

(ii) Change in fair value of contingent consideration

Reversal of the contingent consideration related to the Putake Group Holdings Limited equity accounted investee, as the earnout conditions

were not met. The amount has been released from payables, refer note 21.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

7. FINANCIAL INCOME AND EXPENSES

In thousands of New Zealand dollars

Note20182017

30 June30 June

Gain on sale of available-for-sale financial asset (Shares – Derma)

-

4,670

Net foreign exchange gain

9361,331

Interest income

654456

Net gain in fair value of derivatives designated at fair value through

the income statement

184 -

Dividend income

34

Finance income

1,7776,461

Interest expense on financial liabilities measured at amortised cost

(3,851)(4,058)

Interest - other

-(29)

Dilution of shareholding – SeaDragon

-(623)

Net loss in fair value of derivatives designated at fair value

through the income statement:

- SeaDragon options and convertible loan notes16

(1,122)(3,501)

- Other

-(46)

Finance expense

(4,973)(8,257)

Net finance costs

(3,196)(1,796)

8. PERSONNEL EXPENSES

In thousands of New Zealand dollars

20182017

30 June30 June

Wages and salaries

37,82235,799

KiwiSaver – employer contribution

584545

Movement in long-service leave provision

511

Equity settled share based payment transactions

730450

Total personnel expenses

39,18736,795

Comvita Financial Statements 2018 - P16Comvita Financial Statements 2018 - P17
10. INCOME TAX EXPENSE IN THE INCOME STATEMENT

In thousands of New Zealand dollars

Note

2018

30 June

2017

30 June

Current tax expense

Current period

4,142500

Adjustment for prior periods

(367)(80)

Total current income tax expense

3,775420

Deferred tax expense

Origination and reversal of temporary differences

11(847)(890)

Total deferred income tax (benefit)

(847)(890)

Total income tax expense/(benefit)

2,928(470)


Reconciliation of effective tax expense

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Profit for the period

8,2119,822

Total income tax expense/(benefit)

2,928(470)

Profit excluding income tax

11,1399,352

Income tax using the Company’s domestic tax rate of 28% (2017: 28%)

3,1192,619

Effect of different tax rates in foreign jurisdictions

(181)(204)

Non-deductible expenses

8923,932

Additional income

80170

Non-assessable income

(431)(7,523)

Income tax relating to equity accounted investees

(590)356

Research and development tax credits

(84)(73)

Under provided in prior periods

30346

De-recognition/(recognition) of tax losses

93(93)

Total income tax expense/(benefit)

2,928(470)

Income tax recognised directly in other comprehensive income

In thousands of New Zealand dollars

Note

2018

30 June

2017

30 June

Derivatives11

490(135)

Other items11

(494)33

Total income tax recognised directly in other comprehensive income

(4)(102)

Imputation credit account

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Imputation credits available for use in subsequent reporting periods

8,0597, 478

NOTES TO THE FINANCIAL STATEMENTS

9. EXPENSES

Administrative expenses

The following items of expenditure are included in administrative expenses:

In thousands of New Zealand dollars

20182017

30 June30 June

Auditors’ remuneration:

To KPMG for audit services (ii)

256270

To KPMG for tax services (iii)

76107

To KPMG for other assurance services

-10

To Day Smith Hunter (UK auditors)

2836

Personnel expenses (i)

7,2886,911

Depreciation (i)

769839

Amortisation (i)

1,3071,654

Insurance (i)

229217

Doubtful debts (recovered)/expense

(494)252

Bad debts written off

73159

Rental expense (i)

771656

Directors’ fees (iv)

514491

Directors – other costs

174

Other legal & professional expenses

278424

Loss on disposal of property, plant & equipment

-132

Loss on disposal of intangible assets

31212

Donations

2432

(i) Only the portion of this expense which is included in administrative expenses

(ii) Audit services include fee for annual audit of the financial statements of the group and its foreign subsidiaries based in Hong Kong and Australia and the review of the interim

financial statements

(iii) Tax services is for tax compliance and advisory work

(iv) Refer to Statutory Information

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2018 - P18Comvita Financial Statements 2018 - P19

11. DEFERRED TAX ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:


In thousands of New Zealand dollars

AssetsLiabilitiesNet

201820172018201720182017

Property, plant & equipment

--(1,099)(1,292)(1,099)(1,292)

Biological assets

--(584)(565)(584)(565)

Inventories

2 ,1551,821--2 ,1551,821

Derivatives

855417--855417

Investments

871910--871910

Other items

787851--787851

Tax loss carry-forwards

77--77

Tax assets/(liabilities)

4,6754,006(1,683)(1,857)2,9922,149

Set-off of tax

(1,683)(1,857)1,6831,857--

Net tax assets/(liabilities)

2,9922,149--2,9922,149

The utilisation of tax loss carry-forwards is dependent on expected future taxable profits in excess of the profits from the reversal of existing taxable

temporary differences. This recognition is based on current budgets and financial forecasts completed by management.

Movement in temporary differences during the period

2018

In thousands of New Zealand dollars

Balance

1 July 2017

Recognised

in the income

statement

Recognised

in other

comprehensive

income

Balance

30 June 2018

Property, plant & equipment

(1,292)193-(1,099)

Biological assets

(565)(19)-(584)

Derivatives

417(52)490855

Investments

910455(494)871

Inventories

1,821334-2,155

Other items

851(64)-787

Tax loss carry-forwards

7--7

Total

2,149847(4)2,992

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

In thousands of New Zealand dollars

20182017

Tax loss carry-forwards

1,4852,367

Intangible assets

930900

Total

2,4153,267

The tax loss carry-forwards do not expire under current tax legislation.

NOTES TO THE FINANCIAL STATEMENTS

12. PROPERTY, PLANT & EQUIPMENT

In thousands of New Zealand dollars

LandBuildingsOwned

plant &

machinery

VehiclesBearer

Plants

Office

equipment,

furniture &

fittings

Capital

WIP

Total

Cost

Balance at 30 June 2016

9,34515,95524,5002,2135,4145,8162,51165 ,754

Additions/Transfers

6211,4681,043--652(827)2,957

Disposals

-(208)(474)(142)-(1,233)-(2,057)

Effect of movements in exchange rates

1265131(78)10(13)

Balance at 30 June 2017

9,97817,22125,0742,0725,4455,1571,69466,641

Additions/Transfers

430341,990295-1,2661,4575,472

Disposals

(160)(161)(628)(141)-(734)-(1,824)

Effect of movements in exchange rates

723976618118021575

Balance at 30 June 2018

10,32017,13326,5122,2325,6265,8693,17270,864



NOTES TO THE FINANCIAL STATEMENTS

Depreciation

Balance at 30 June 2016

-(4,078)(8,302)(1,351)(182)(3,946)-(17,859)

Depreciation

-(971)(2,292)(274)(62)(888)-(4,487)

Disposals

-130309174-1,256-1,869

Effect of movements in exchange rates

-(2)(4)(1)(1)50-42

Balance at 30 June 2017

-(4,921)(10,289)(1,452)(245)(3,528)-(20,435)

Depreciation

-(809)(2,170)(223)(65)(913)-(4,180)

Disposals

-56552133-711-1,452

Effect of movements in exchange rates

-(13)(39)(6)(8)(127)-(193)

Balance at 30 June 2018

-(5,687)(11,946)(1,548)(318)(3,857)-(23,356)

Carrying amount

At 30 June 2016

9,34511,87716,1988625,2321,8702,51147,895

At 30 June 2017

9,97812,30014,7856205,2001,6291,69446,206

At 30 June 2018

10,32011,44614,5666845,3082,0123,17247,508


Depreciation charge in the income statement

Depreciation is allocated to cost of sales, selling and marketing expenses, distribution expenses, research and development

expenses and administrative expenses.

Comvita Financial Statements 2018 - P20Comvita Financial Statements 2018 - P21
13. INTANGIBLE ASSETS AND GOODWILL

In thousands of New Zealand dollars

GoodwillBrands, patents,

trademarks

SoftwareTotal

Cost

Balance at 30 June 2016

34,02310,39312,01856,434

Additions

-7262861,012

Disposals

(5,536)(5,118)(2,559)(13,213)

Effect of movements in exchange rates

(49)-(9)(58)

Balance at 30 June 2017

28,4386,0019,73644,175

Additions

-317476793

Disposals

-(179)(311)(490)

Effect of movements in exchange rates

6641927710

Balance at 30 June 2018

29,1026,1589,92845,188

Amortisation

Balance at 30 June 2016

(626)

(7,978)(6,201)(14,805)

Amortisation

-

(443)(1,898)(2,341)

Disposals

-

4,6112,4047,015

Effect of movements in exchange rates

-

-77

Balance at 30 June 2017

(626)

(3,810)(5,688)(10,124)

Amortisation

-

(279)(1,723)(2,002)

Disposals

-

64311375

Effect of movements in exchange rates

-

(19)(21)(40)

Balance at 30 June 2018

(626)

(4,044)(7,121)(11,791)

Carrying Amount

At 30 June 2016

33,3972,4155,81741,629

At 30 June 2017

27,8122,1914,04834,051

At 30 June 2018

28,4762,1142,80733,397


Amortisation charge in the income statement

Amortisation is allocated to cost of sales, selling and marketing expenses, distribution expenses, research and development expenses and

administrative expenses.

NOTES TO THE FINANCIAL STATEMENTS

13. INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

Impairment testing for cash-generating units containing goodwill (CGU)

For the purpose of impairment testing, goodwill is allocated to the Group’s CGUs which represent the lowest level within the Group at which the

goodwill is monitored for internal management purposes.

The aggregate carrying amounts of goodwill allocated to each CGU are as follows:

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Australia

16,24115,717

Hong Kong

7,9247,868

United Kingdom

2,0521,968

Apiaries

1,9011,901

Other

358358

Total goodwill

28,47627,812

Value in use was determined by discounting the future cash flows generated from the continuing use of the unit and were based on the following key

assumptions:

Anticipated annual revenue growth included in the cash flow projections for the combined

CGU’s (normalised) for the years 2019 to 2023(22%) to 71%5% to 10%

Post tax discount rate

10.3%10.8%

Discount rate based on the average weighted cost of capital which was based on debt leveraging of:20%20%

- At a cost of debt rate of:

4.5%4.7%

Terminal growth rate applied beyond June 2023

3.0% 3.0%

Cash flows were projected on actual operating results and the 5-year business plan.

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2018 - P22Comvita Financial Statements 2018 - P23
NOTES TO THE FINANCIAL STATEMENTS

13. INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

Sensitivity to changes in assumptions

The recoverable amount in each CGU exceeds its carrying amount by the balances shown in the following table

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Australia

9,42926,261

Hong Kong

34,43312,211

United Kingdom

3,9343,197

Apiaries

3,61834,297

If projected Earnings before Interest and Tax (EBIT) is reduced by 10% year on year, it changes the amount the recoverable

amount exceeds its carrying amount to:

In thousands of New Zealand dollars

Australia

3,60118,832

Hong Kong

29,98910,566

United Kingdom

2,8582,537

Apiaries

(631)23,632

The post tax discount rate for the recoverable amount to equal carrying amount is calculated at:

in percent

Australia

12 .1%15.7 %

Hong Kong

31.2%18.8%

United Kingdom

14.7%16.2%

Apiaries

11.0%26.6%

14. BIOLOGICAL ASSETS

Total

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Bees

3,6413,578

Olive Leaf

690667

Total biological assets

4,3314,245

Bees

In thousands of New Zealand dollars

Balance at beginning of the period

3,5783,322

Decrease due to sales

(6)(31)

Net movement in operational hives

6971

Movement in fair value

-216

Balance at the end of the period

3,6413,578

Number of operational hives

Balance at beginning of the period

26,89626,577

Decrease due to sales

(41)(250)

Net movement in operational hives

524569

Balance at the end of the period

27, 37926,896

The Group is exposed to a number of risks related to owning bees, primarily the risk of damage from climatic changes and diseases. The Group has

processes in place aimed at monitoring and mitigating those risks, through hiring of experienced bee keepers, the intensive maintenance of bee hives

and disease prevention programmes.

Fair value hierarchy

The Group’s bees are level 3 on the fair value hierarchy, being calculations for which inputs are not based on observable market data

(unobservable inputs).

As the bee hives are continually regenerating the fair value assigned to a hive is on a $ per kg basis, plus queen and brood. The value attributed to

these quantities has been sourced from the Ministry of Primary Industries.

The $ value per hive assigned is highlighted in the table below

The value assigned is:

In New Zealand dollars

Average per hive

9393

Per queen

3535

Per brood

55

Total value

133133

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2018 - P24Comvita Financial Statements 2018 - P25
NOTES TO THE FINANCIAL STATEMENTS

15. EQUITY ACCOUNTED INVESTEES (CONTINUED)

(c) Summarised financial information of material investees


As at:

SeaDragon

31-Mar-18

Comvita China

30-Jun-18

Percentage ownership interest

9.1%51%

Revenues

3,02846,038

Depreciation and amortisation

(888)(77)

Interest income

408

Interest expense

(687)-

Net profit/(loss) before tax

(6,057)8,600

Tax expense

-2,040

Net profit/(loss) after tax

(6,057)6,560

Total comprehensive income (Profit/(loss) & OCI)

(6,057)6,560

Group’s share of profit and total comprehensive income

(551)3,346

Cash and cash equivalents

1,0093,343

Total current assets

3,10539,567

Total non-current assets

11,70090

Total assets

14,80539,857

Current financial liabilities excluding trade and other payables and provisions

(2 ,758)-

Total current liabilities

(3,818)(19,813)

Non current financial liabilities excluding trade and other payables and provisions

--

Total non-current liabilities

(255)-

Total liabilities

4,073(19,813)

Net assets

10,73219,844

Group’s share of net assets

(977)10,121

Elimination of unrealised profit on downstream sales

(1,623)

Carrying amount of interest in Joint Venture

8,398

(d) Comvita China

In thousands of New Zealand dollars

2018 2017

Consideration in cash-

6,152

Consideration in shares

16,414-

Professional fees capitalised to investment

10112

Consideration from the prior year

6,264-

Carrying amount of equity accounted investee

22,6886,264

Less: Share of net tangible assets acquired

7,480-

Goodwill and intangibles

15,2086,264


Prior to 30 June 2017, the legal entity was set up and the Company contributed NZD$6,152,000 cash as share capital. Some set up costs were

incurred prior to balance date and these have been equity accounted, with the exception of legal & professional fees totalling $112,000 which

have been capitalised to the carrying value of the investment.

On 3 July 2017, the formation of the joint venture was completed. The Company issued 2,830,000 shares for consideration of $16,414,000.

These shares remain in Escrow at 30 June 2018, waiting for conditions to be met.

15. EQUITY ACCOUNTED INVESTEES

(a) Investments in Equity Accounted Investees comprises:

Country of

Incorporation

Ownership

Interest Held

Balance

Date

Principal

Activity

Extracts NZ Limited

New Zealand33.3%31 MarchNot trading

Kaimanawa Honey Limited Partnership

New Zealand50%30 JuneApiary and land use

Makino Station Limited

New Zealand50%30 JuneApiary and land ownership

SeaDragon Limited

New Zealand9.1%31 MarchFish oil production

Nga Pi Honey Limited

New Zealand33%30 JuneApiary

Putake Group Holdings Limited

New Zealand50%30 June Apiary

Manuka Research Partnership Limited

New Zealand31.77 %30 June Research and development

Medibee Pty Limited

Australia50%30 June Apiary

Comvita China, consisting of the two entities:

Comvita Food (China) Limited

China51%31 December Selling and distribution

Comvita China Limited

Hong Kong 51%31 December Selling and distribution


(b) Movement in Carrying Value of Investments in Equity Accounted Investees

In thousands of New Zealand dollars

Note20182017

Balance at 1 July 14,1556,531

Acquisitions – Comvita China

15(d)16,4246,264

Acquisitions – Other

2695,363

Profit distribution

(262)(142)

Impairment – SeaDragon

(681)(1,235)

Dilution of shareholding – SeaDragon

7-(623)

Share of profit/(loss)

1,921(2,237)

Profit elimination – Comvita China*

(1,623)-

Transfer share of loss to receivable

418234

Balance at 30 June

30,62114,155

* The profit elimination (sales less cost of sales) results from inventories sold from the Group to the equity accounted investee, still on hand at reporting date.

NOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2018 - P26Comvita Financial Statements 2018 - P27
NOTES TO THE FINANCIAL STATEMENTS

15. EQUITY ACCOUNTED INVESTEES (CONTINUED)

e) SeaDragon Limited

The Company holds 410,987,830 shares (2017: 410,987,830 shares) in SeaDragon Limited.

The Convertible Notes issued to SeaDragon at 30 June 2018 total $3,000,000 (30 June 2017 $2,000,000).

There is a conversion element to the convertible note for 375,000,000 shares, which is recognised as an embedded derivative (refer to Note 16).

The options and convertible note which Comvita hold at 30 June 2018 have the ability to take the Company’s shareholding over 20%. Refer to Note 16 for

the valuation of the options and the convertible note.

f ) Apiter S.A.

Subsequent to reporting date, on 3 July 2018, the Company acquired a 20% shareholding in Apiter S.A. The consideration for this investment was

USD$5,650,000 in cash and USD$600,000 in shares, which were issued from Treasury Stock (refer Note 22).

g) Loans to equity accounted investees

In thousands of New Zealand dollars

Note2018

30 June

Loan receivable

2017

30 June

Loan receivable

2018

12 months

Interest income

2018

30 June

Interest Receivable

Kaimanawa

1,128103--

Putake

550665--

Makino

3,5483,282185290

SeaDragon - convertible note

3,0002,00036283

Medibee

2,3022,438--

Nga Pi Honey

252209--

Comvita China

10---

Total 1910,790

8,697547373

All loans to equity accounted investees are repayable on demand except convertible notes.

Medibee Apiaries Limited

Medibee Apiaries has a funding arrangement with HSBC and Comvita Limited has signed a several guarantee for its share of the facility,

which is AUD $10 million.

h) Loans to related parties

In thousands of New Zealand dollars

Gan Enterprises Ltd (Nga Pi)

567480332

Casa Base Trustees (Putake)

6035653838

Total 191,1701,0457140

NOTES TO THE FINANCIAL STATEMENTS

15. EQUITY ACCOUNTED INVESTEES (CONTINUED)

i) Transactions with equity accounted investees

In thousands of New Zealand dollars

Sale of goods and servicesPurchases of goods and service

Transaction valueBalance due fromTransaction valueBalance due from

2018

Comvita China

21,422

14,155--

Kaimanawa

2,372

5192,271-

Makino

-

-65141

Nga Pi Honey

18

1781-

Putake

25

231,149331

Medibee

-

-613-

SeaDragon

14

---

2017

Kaimanawa

1,860

2 ,139383

-

Makino -

-41

-

Nga Pi Honey-

-64

-

Putake-

-579

-

Extracts -

-18

-

16. DERIVATIVES

The table below analyses financial instruments carried at fair value, by valuation method. They are all level 2 on the fair value hierarchy, as

they include 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). There have been no transfers between levels in either direction during the period.

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Derivatives – SeaDragon (Note 15 and table below)

21,124

Derivatives – assets (designated at fair value through the income statement)

184-

Derivatives – assets (hedging instrument)

-1,207

Total assets

1862,331

Derivatives – liabilities (hedging instrument)

(3,368)(2,625)

Total liabilities

(3,368)(2,625)

Derivatives – assets and liabilities (hedged) and designated at fair value through the income statement

The Group’s Level 2 fair values for simple over-the-counter derivative financial instruments are based on broker quotes. Those quotes are

tested for reasonableness by discounting expected future cash flows using market interest rate for a similar instrument at the measurement

date. Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and

counterparty when appropriate.

Comvita Financial Statements 2018 - P28Comvita Financial Statements 2018 - P29
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

16. DERIVATIVES (CONTINUED)

Derivatives – designated at fair value through the income statement – SeaDragon options and convertible note

The Group determines Level 2 fair value through the application of the Binomial Model (2017: Binomial Model). Inputs include, the share price (a Level 1

input), risk free rate of the remaining life of the derivative, and the volatility of the share price.

In thousands of New Zealand dollars

Number of

shares

Strike PriceExpiry dateExpected

volatility

Risk free

rate

Value at 30

June 2018

Value at 30

June 2017

Subsequent

event (i)

Value at 8

August 2018

Options A410,987,830$0.01529-Sep-1875%2.49%-220-

Options B375,000,000$0.00828-Sep-1875%2.49%15421,623

Total -7621,623

Convertible Note

– embedded

derivative

375,000,000$0.00828-Sep-1875%2.49%13621,623

Total 21,1243,246

(i) The Deed of Amendment and Restatement signed on 3 July 2018 and approved by SeaDragon Shareholders on 8 August 2018 extends the expiry date

of the $0.008 options and Convertible Note to 31 March 2020 and adjusts the strike price to $0.0033. The value of these derivatives under the new

agreement is $3,246,000, which has resulted in a net gain in fair value of derivatives recognised in the income statement of $3,244,000 in August 2018.

17. INVENTORY

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Raw materials

89,27359,895

Work in progress

2,8663,876

Finished goods

25,98024,965

Provision

(1,627)(880)

Total inventory

116,49287,856

18. TRADE RECEIVABLES

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Trade receivables

55,81344,013

Total trade receivables

55,81344,013

The status of trade receivables at the reporting date is as follows:

In thousands of New Zealand dollars

Gross receivable

2018

Impairment

2018

Gross receivable

2017

Impairment

2017

Not past due

39,608-30,790-

Past due 0-30 days

5,987-4,097-

Past due 31-60 days

1,597(40)3,710(330)

Past due 61-365 days

4,834(42)5,975(229)

Past due > 365 days

3,869---

Total

55,895(82)44,572(559)

The Company has not renegotiated the terms of any financial assets which would result in the carrying amount no longer being past due or avoid a

possible past due status.

*All of the > 365 days is related to the China investment and the shares held in escrow at 30 June 2018 (Note 15d).

18. TRADE RECEIVABLES (CONTINUED)

Credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk for trade receivables at the

reporting date by geographic region was:

In thousands of New Zealand dollars

2018

30 June

2017

30 June

China20,94322,004

Australia17, 578 8,490

New Zealand9,985 8,944

United States2,558 285

United Kingdom1,460 1,733

Hong Kong1,072 789

Other regions2,217 1,768

Total

55,81344,013

19. SUNDRY RECEIVABLES

In thousands of New Zealand dollars

Note2018

30 June

2017

30 June

Loans to equity accounted investees15(g)

10,7908,697

Loan receivable – related parties15(g)

1,1701,045

Prepayments

4,9244,171

Other receivables

4,9671,795

Total sundry receivables

21,85115,708

20. EMPLOYEE BENEFITS

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Annual leave

1,6321,410

Performance accrual

1,9612,168

Accrued wages and salaries

455424

Total current employee benefits

4,0484,002

Long service leave (non-current)

407356

Total employee benefits

4,4554,358

21. TRADE AND OTHER PAYABLES

In thousands of New Zealand dollars

Note2018

30 June

2017

30 June

Trade creditors

14,4389,740

Accruals

8,4248,480

Contingent consideration – equity accounted investees6

-750

Due to directors

76118

Total trade and other payables

22,93819,088

Comvita Financial Statements 2018 - P30Comvita Financial Statements 2018 - P31
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

22. CAPITAL AND RESERVES

Ordinary and partly paid redeemable shares

In thousands of shares

2018

30 June

2017

30 June

Note

On issue at beginning of the year

42,00539,580

Net treasury stock movement

46(41)

Share issue – Comvita China

15(d)2,830-

Private placement

-2,000

Issued to members of executive share scheme

26a282462

Issued to employee share purchase scheme

-4

Ordinary shares on issue at end of the year45,16342,005

Closing partly paid shares

26a2,0572,339

Total shares including part paid at end of the year

47, 2 2044,344

Treasury Stock

In thousands of shares

Treasury stock at beginning of the year

454413

Issued – Putake acquisition

-(163)

Supplier Partnership Group Share Scheme

(46)204

Total treasury stock at end of the year

408454

Subsequent event

Subsequent to reporting date, 154,686 Treasury Stock was issued to Apiter S.A (refer to Note 15(f )).

Ordinary shares

All ordinary shares issued are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as

declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the

Company’s residual assets.

Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

Hedging reserve

The hedging reserve comprises the cumulative change in the fair value of cash flow hedging instruments related to hedged transactions that

have not yet occurred.

22. CAPITAL AND RESERVES (CONTINUED)

Dividends

The following dividends were declared and paid by the Group:

In thousands of New Zealand dollars

20182017

$0.04 per ordinary share in March 2018

1,845 -

$0.02 per ordinary share in March 2017

-882

$0.02 per ordinary share in September 2016

-825

Total

1,8451,707

Capital management

The Group’s capital includes share capital, reserves and retained earnings. The Board’s policy is to maintain a strong capital base so as to maintain

investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the geographic spread of

shareholders, as well as the return on capital.

Public share offerings and private offerings are made, where applicable. This and acquisitions are key to ensuring the future development of the business.

The Board has an employee share purchase scheme and an executive employee share scheme to ensure the employees hold an investment in the Group.

The Board has also implemented a Supplier Group Share Scheme to assist in security of raw material honey supply.

Other than the banking requirements, neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

23. EARNINGS PER SHARE

Basic earnings per share - weighted average number of ordinary shares

In thousands of shares

2018

30 June

2017

30 June

Issued ordinary shares at beginning of year

42,00539,581

Effect of shares issued during the year

2,9761,792

Weighted average number of ordinary shares at the end of the year

44,98141,373

Basic earnings per share (NZ cents)

18.252 3.74

Diluted earnings per share - weighted average number of ordinary shares (diluted)

In thousands of shares

Weighted average number of ordinary shares (basic)

44,98141,373

Effect of share entitlements issued

1,2151182

Weighted average number of diluted shares at end of the year

46,19642,555

Diluted earnings per share (NZ cents)

17.7723.08

Comvita Financial Statements 2018 - P32Comvita Financial Statements 2018 - P33
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

24. LOANS AND BORROWINGS

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings.

Terms and debt repayment schedule

In thousands of New Zealand dollars

Facility Local

Currency

CurrencyNominal

Interest rate

MaturityCarrying

Amount

Carrying

Amount

20182017

Secured bank loan – Westpac NZ

44,000NZD3.65%Sept 202044,00044,000

Multi option credit line – Westpac NZ

66,300NZD3.34%Feb 202052 ,70022,500

Total borrowings

110,30096,70066,500

Less current portion of borrowings

--

Borrowings – Non current

96,70066,500

Subsequent event

Borrowings facility increased from $110.3 million to $130.3 million in August 2018.

Covenants and security

The Group was in compliance with all banking covenants during the year and as at 30 June 2018. All debt with Westpac New Zealand Limited is

secured by way of registered first and exclusive Composite Debentures and a General Security Agreement, cross collateralised, over all the assets,

undertakings and uncalled capital of all Charging Group companies and an interlocking supported guarantee between all Charging Group companies.

“Charging Group” - Comvita Limited, Comvita New Zealand Limited, Comvita Holdings Pty Limited, Comvita Australia Pty Limited, Comvita Holdings

UK Limited and Comvita UK Limited.

Net debt

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Cash

4,9474,572

Less Debt – Non-Current

(96,700) (66,500)

Net Debt

(91,753)(61,928)

Interest rate risk

At reporting date the interest rate profile of the Group’s interest-bearing financial instruments is the balances of the loans above. The Group has a

policy of ensuring that its exposure to interest rates for borrowings is managed. Interest rate swaps have been entered into to achieve an appropriate

mix of fixed and floating rate exposure with the Group’s policy.

Sensitivity analysis

In managing interest rate risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings. Over the longer-term,

however, permanent changes in interest rates will have an impact on profit. At 30 June 2018 it is estimated that a general increase of one percentage

point in interest rates would decrease the Group’s profit before income tax by approximately $405,000 (2017: $225,000).

Other Facilities

Overdraft schedule

In thousands of New Zealand dollars

Facility Local CurrencyCurrencyInterest rateInterest rate

20182017

Overdraft facility NZD – Westpac NZ

750NZD9.64%9.39%

Overdraft facility GBP – Westpac NZ

1,650GBP9.64%9.39%

Overdraft facility YEN – Westpac NZ

500JPY9.64%9.39%

The balance drawn on each of these at 30 June 2018 is nil (2017: nil).

25. RECONCILIATION OF THE PROFIT FOR THE PERIOD WITH THE NET CASH FROM

OPERATING ACTIVITIES

In thousands of New Zealand dollars

Note

20182017

Profit for the year

8,2119,822

Adjustments for:

Depreciation

124,1804,487

Amortisation

132,0022,341

(Gain)/loss on disposal of property, plant & equipment

(125)132

Loss on disposal and impairment of intangible assets

31212

Share based payments

8730450

Release of deferred revenue

5-(3,867)

Fair value (gain)/loss in biological assets

6(65)(428)

Net loss/(gain) on fair value of derivatives – SeaDragon options

71,1223,501

Dilution of shareholding – SeaDragon investment

7-623

Interest income from investing activities

(618)-

Net (loss)/gain on fair value of derivatives

7(184)48

Gain from sale of Medihoney IP

6-(13,201)

Gain from sale of Derma shares

7-(4,670)

Elimination of equity accounted investees – stock profit

15(b)1,623-

Share of (profit)/loss equity accounted investees

15(b)(1,921)2,237

Impairment – equity accounted associates

15(b)6811,235

Change in fair value of contingent consideration

6(750)-

Other

84-

Profit adjusted for non-cash items

15,0012,922

Change in trade payables relating to investing activities

2526

Changes in sundry receivables related to shares

291(1, 474)

Change in sundry receivables related to investing activities

2,2184 ,729

Change in working capital items from foreign currency translation reserve

970(243)

Foreign investor tax credits

1833

Change in inventories

(28,636)7, 443

Change in trade receivables

(11,800)(25,221)

Change in sundry debtors and prepayments

(6,143)(3,693)

Change in trade and other payables

3,8507,563

Change in employee benefits

961,255

Change in tax payable

2,145(3,172)

Change in deferred tax liability

(843)(788)

Movement of deferred tax in equity

490(102)

Foreign currency reserve

200-

Net cash from operating activities

(22,118)(10,722)

Comvita Financial Statements 2018 - P34Comvita Financial Statements 2018 - P35
NOTES TO THE FINANCIAL STATEMENTS

26. EMPLOYEE SHARE SCHEMES

(a) Executive share scheme

Comvita Limited has an Executive Employee Share Scheme called the Comvita Limited Partly Paid Share Scheme (“The Scheme”).

The Scheme is designed to provide key employees with an opportunity to benefit from share price growth. A summary of the key

points of the Scheme are as follows:

• Comvita will periodically offer the rights to acquire a certain number of ordinary shares to key employees. The issue price of the shares will be

at fair value.

• When the offer is accepted Comvita will issue the shares to the Scheme Trustee (Comvita Share Scheme Trustee Limited, which is a subsidiary

Company) who will hold the shares on the employees behalf.

• The employee will pay 1 cent for each share at issue date. The partly paid shares will carry entitlements to voting rights, dividend rights and

rights to share in surplus assets of Comvita to the extent that they are paid up.

• The release of shares are subject to a share price hurdle threshold being met as described in the Scheme and certain vesting conditions,

primarily ongoing service to the Group, and insider trading legislation and other applicable laws.

• On transfer the employee has to pay up the balance of the released shares. If the share price hurdle applicable to any shares is not met on

or before each of their respective anniversary dates, the employee will not be able to pay up the balance of the released shares and they will

receive back the initial payment for those shares not released and the associated shares are forfeited.

Entitlements on issue at

In thousands

30 June 201830 June 2017

Number of

entitlements

Weighted average

exercise price

Number of

entitlements

Weighted average

exercise price

Entitlements outstanding at beginning of year

2,3397. 201,5314 .71

Entitlements granted during the year

--1,3848.77

Entitlements forfeited during the year

--(114)6.71

Entitlements converted to ordinary shares (Note 22)

(282)3.78(462)3.74

Entitlements outstanding at end of year

2,0577.672,3397. 20

There are 63 (2017: 64) employees in the scheme. The number of entitlements at 30 June 2018 is 4.3% (30 June 2017: 5.2%) of total shares

Fair Value of Share rights granted

The Group’s share based payments are level 2 on the fair value hierarchy, involving a combination of quoted (the Company’s share price) and

unquoted prices. The fair value of services received in return for share entitlements granted to employees is measured by reference to the fair value

of shares. The estimate of the fair value of the services received is measured based on a Monte Carlo simulation model.

Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average

historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based

on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds).

Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

NOTES TO THE FINANCIAL STATEMENTS

26. EXECUTIVE SHARE SCHEME (CONTINUED)

(a) Executive share scheme (continued)

Fair value of share entitlements and assumptions

Issue Date 5-Sep-1417-Aug-1518-Nov-1530-Sep-201630-Jun-2017

Entitlements issued (number)

772,500544,000208,750801,250582,500

Entitlements on hand (at 30 June 2018)

148,125371,500188,750766,250582,500

Fair value at measurement date

$0.59$0.95$1.21$1.26$1.59

Share price at grant date

$3.65$5.75$8.18$11.30$5.80

Grant date

5-Sep-1417-Aug-1518-Nov-1530-Sep-201630-Jun-2017

Exercise price

$3.67$5.45$7.77$11.08$5.60

Expected price volatility

35.3%27.0%25.8%23.7 %52.6%

Share life (weighted average life of each tranche)

2-4 years2-4 years2-4 years2-4 years2-4 years

Expected dividend yield

4.20%2 .78%2.26%2 .73%3.26%

Risk-free interest rate

4.09%2.69%2.57%1.87%1.81%


The expected volatility is based on analysing the historic volatility (calculated based on the weighted average remaining life of the share

entitlements), adjusted for any expected changes to future volatility due to publicly available information. Share entitlements are granted

under a service condition. Such conditions are not taken into account in the grant date fair value measurement of the services received.

The grants in relation to key management personnel also contain a market condition relating to a share price hurdle. This condition has

been taken into account in the grant date fair value measurement of the services received.

Movement of entitlements on issue

Movements in the number of shares outstanding under the scheme are as below:

Year ended 30 June 2018

In thousands

Grant dateExpiry date

Exercise

price

Forecast

share price

hurdle at

30 June

2018*

Balance at

start of yearGranted

Exercised

during year

Rolled to next

anniversary

Balance

at end of

the year

(number)

25-Jul-1325-Jul-173.90 134 -(134)- -

05-Sep-1405-Sep-173.67 148 -(148) - -

05-Sep-1405-Sep-183.674.95 148 -- - 148

17-Aug-1517-Aug-175.45 186 -- (186) -

17-Aug-1517-Aug-185.457.11 93 --186 279

17-Aug-15

17-Aug-195.457.81 93 -- - 93

18-Nov-15

18-Nov-177.77 94 -- (94) -

18-Nov-15

18-Nov-187.7710.26 47 --94 142

18-Nov-15

18-Nov-197.7711.18 47 -- - 47

30-Sep-16

30-Sep-1811.0813.53 383 --- 383

30-Sep-16

30-Sep-1911.0814.81 191 - -- 191

30-Sep-1630-Sep-2011.0816.22 192 - -- 192

30-Jun-1730-Jun-195.606.76 291 - -- 291

30-Jun-1730-Jun-205.607. 31 146 - -- 146

30-Jun-1730-Jun-215.607.91146 - -- 146

Total 2,339 - (282)- 2,057

There are no entitlements exercisable at the end of the year.

* The forecast share price hurdle calculation can change based on the WACC percentage used and future dividends paid.

Comvita Financial Statements 2018 - P36Comvita Financial Statements 2018 - P37
NOTES TO THE FINANCIAL STATEMENTS

26. EXECUTIVE SHARE SCHEME (CONTINUED)

(b) Staff share scheme

Employees who have served continuously with the Company for a period of at least 12 months, are given the opportunity to subscribe for ordinary

shares in the Company from time to time. An interest free loan is advanced by the Company not exceeding $2,340, repayable over three years.

20182017

Employees in the scheme

6581

Number of shares held

23,64634,063

% of share capital

0.05%0.08%

27. FINANCIAL INSTRUMENTS

Overview

Exposure to credit, liquidity and market risks arises in the normal course of the Company’s business.

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for

measuring and managing risk and the Group’s management of capital. Further quantitative disclosures are included throughout these financial

statements.

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Audit and Risk

Committee is designated to develop and monitor the Group’s risk management policies. The committee reports regularly to the Board of Directors

on its activities.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls,

and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions

and the Group’s activities. The Group through its training and management standards and processes aims to develop a disciplined and constructive

control environment in which all employees understand their roles and obligations.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and

arises principally from the Group’s receivables from customers. As the counterparty of financial instruments is Westpac New Zealand Limited, it is

considered there is minimal credit risk.

The majority of revenue is generated from retailers and consumers and there is no geographical concentration of credit risk. In order to determine

which customers are classified as having payment difficulties, the Group applies a mix of duration and frequency of default. Trade receivables

aging are monitored on a monthly basis and the Company does not require collateral in respect of trade and other receivables, however Personal

Guarantees are obtained where the Company considers it is appropriate.

The Board has approved a credit policy under which new customers are analysed individually for credit worthiness before the Group’s standard

payment terms and conditions are offered. The Group’s review includes reviewing references. Customers that fail to meet the Group’s benchmark

creditworthiness may transact with the Group only on a prepayment basis.

Where possible, our interest in goods sold are subject to retention of title clauses and a security interest is registered on the Personal Property

Securities Register (PPSR), so that in the event of non-payment the Group may have a secured claim.

The Group’s policy is to provide financial guarantees only to subsidiaries and equity accounted investees.

Liquidity risk

Liquidity risk represents the Group’s ability to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure

that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses

or risking damage to the Group’s reputation.

Due to the seasonal nature of raw materials supply the Group has credit lines in place to cover timing differences to offset the mismatch of receipts

and payments. The borrowings are by way of overdraft and committed credit facilities.

NOTES TO THE FINANCIAL STATEMENTS

27. FINANCIAL INSTRUMENTS (CONTINUED)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the

value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable

parameters while optimising return on risk. The Group buys and sells derivatives, and also incurs financial liabilities in order to manage market risks. All

transactions are carried out within the Treasury Policy guidelines set by the Board of Directors. Generally the Group seeks to apply hedge accounting in

order to manage volatility in the income statement.

Currency risk

The Group is exposed to currency risk on sales that are denominated in a currency other than its functional currency, the New Zealand Dollar.

The currencies in which transactions are primarily denominated are United States Dollars, Japanese Yen, Australian Dollars, Hong Kong Dollars and

British Pounds.

The Group hedges are based on net foreign currency receipts. At any point in time the Group hedges between 50% to 100% of its estimated foreign

currency exposure in respect of net cash receipts expected to be received over the following 12 months. The Group uses a mixture of forward exchange

contracts, collars and options to hedge its currency risk, most with a maturity of less than one year from the reporting date. When necessary, forward

exchange contracts are rolled over at maturity.

Liquidity risk

The following table sets out the contractual maturities of financial liabilities including interest payments and derivatives:

In thousands of New Zealand dollars

Stmt of

financial

position

Contractual

cash flows

6 months

or less

6-12

months

1-2 years2-5 years5-10 years

Non-derivative financial liabilities

2018

Secured bank loans

(96,700)(103,174)(1,662)(1,662)(55,449)(44,402)-

Trade and other payables

(22,938)(22,938)(22,938)- - --

Total non-derivative liabilities

(119,638)(126,112)(24,600)(1,662)(55,449)(44,402)-

Derivatives

Inflow

18442,24331,0019,96156861894

Outflow

(3,368)(46,306)(32,338)(10,800)(1,384)(1,546)(237)

Total

(3,184)(4,063)(1,337)(839)(816)(928)(143)

2017

Secured bank loans

(66,500)(69,364)(1,146)(1,146)(67,073)--

Trade and other payables

(19,088)(19,088)(19,088)----

Total non-derivative liabilities

(85,588)(88,442)(20,234)(1,146)(67,073)--

Derivatives

Inflow

1,024 23,358 12,110 8,512 786 1,562 389

Outflow

(2,625)(26,824)(12,066)(8,701)(1,919)(3,607)(532)

Total

(1,601)(3,467) 44(189)(1,133)(2,045)(143)

Comvita Financial Statements 2018 - P38Comvita Financial Statements 2018 - P39
NOTES TO THE FINANCIAL STATEMENTS

27. FINANCIAL INSTRUMENTS (CONTINUED)

Currency risk

In thousands of New Zealand dollars

Group

2018AUDGBPHKDUSDOther

Trade receivables

17, 5781,4601,0722,5582,216

Trade and other payables

(2,298)(851)(667)(1,210)(412)

Gross balance sheet exposure

15,2806094051,3481,804

Forward exchange contracts (local currency)

7, 4951,77530,50014,100

2017

Trade receivables

8,5141,7397642,198293

Trade and other payables

(1,728)(36)(63)(192)(109)

Gross balance sheet exposure

6,7861,7037012,006184

Forward exchange contracts (local currency)

9,7801,26018,9501,722

Sensitivity analysis

A 20 percent strengthening and 20% weakening of the NZD against the following currencies at 30 June would have changed the asset or liability

values in the statement of financial position at 30 June through a change in equity and the income statement by the amounts shown below. This

analysis assumes that all other variables, in particular interest rates, remain constant. The analysis for 2018 assumes a 20 percent (30 June 2017: 20

percent) strengthening and weakening of the NZD.

2018201820172017

EquityIncome statementEquityIncome statement

+20%

-20%+20%-20%+20%-20%+20%-20%

AUD

1,361(2,042)--1,701(2,552)--

GBP

582(875)--376(566)--

USD

996(1,494)--391(587)--

HKD

951(1,428)--554(833)

--

JPY

526(793)--86(130)

--

Classification and Fair Values

The carrying amount of all assets and liabilities reflects the fair value. They are classified as follows:

Classification Asset or liability

Designated at fair value Derivatives

Available for sale Other investments

Loans & receivables Trade and other receivables, Cash and cash equivalents

Other liabilities & amortised cost Loans and borrowings, Trade and other payables

NOTES TO THE FINANCIAL STATEMENTS

28. RELATED PARTIES

Transactions with key management personnel

The key management personnel consist of the Leadership team of Comvita.

Key management and director compensation comprised:

In thousands of New Zealand dollars

20182017

Note

Director fees

9514491

Short term employee benefits

2,6252,005

KiwiSaver employer contribution

4945

Share based payments

403231

Total

3,5912 ,772


Other transactions with key management personnel

At 30 June 2018 Directors and other key management personnel of the Company control 5.70% (2017: 9.80%) of the voting shares of the Company.

Other related party transactions

Brett Hewlett received $10,000 in consulting fees for his representation of Comvita on the board of SeaDragon during part of the 2018 financial year

(2017: $153,000 SeaDragon and Derma Sciences).


Other transactions

Craigs Investment Partners Limited are considered to be a related party as Neil Craig is Chairman of both entities. Craigs Investment Partners Limited

manage the Comvita share purchase program (START Scheme) and facilitated the sale of shares in the Executive Share Scheme (refer Note 26) for

some employees. During the year fees paid to Craigs Investment Partners Limited, recognised in other expenses for mainly secretarial services and

custodial fees for securities held in Escrow were $41,000 (2017: $35,500) and balance due at 30 June of $1,800 (2017: $7,500).

Comvita Financial Statements 2018 - P40Comvita Financial Statements 2018 - P41
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

28. RELATED PARTIES (CONTINUED)


Subsidiaries

Country of

Incorporation

Ownership

Interest Held

Balance

Date

Principal Activity

Comvita New Zealand LimitedNew Zealand100%30 June

Manufacturing and marketing

Medibee LimitedNew Zealand100%30 JuneNot trading

Comvita Taiwan LimitedNew Zealand100%30 JuneSales activities

Bee & Herbal New Zealand LimitedNew Zealand100%30 JuneIP ownership

Apimed Medical Honey LimitedNew Zealand100%30 JuneIP ownership

Comvita Landowner Share Scheme Trustee

Limited

New Zealand100%30 JuneApicultural land owner share

scheme

Kiwi Bee Medical Limited New Zealand100%30 JuneApiary and medical honey

extraction

Jonno Developments LimitedNew Zealand100%30 JuneResearch and development

Kyoto Forests of New Zealand LimitedNew Zealand100% 30 JuneNot trading

Comvita Share Scheme Trustee LimitedNew ZealandManagement

control

30 JuneExecutive employee share scheme

Comvita Innovation LimitedNew Zealand100%30 JuneNot trading

Comvita USA, Inc USA100%30 JuneSelling and distribution

Comvita Japan Company LimitedJapan100%30 JuneSelling and distribution

Comvita Korea Co Limited Korea100%30 JuneSelling and distribution

Comvita Holdings HK LimitedHong Kong100%30 JuneHolding Company

Greenlife (New Zealand) Product Limited Hong Kong100%30 JuneNot trading

Comvita HK LimitedHong Kong100%30 JuneSelling and distribution

Comvita Holdings Pty LimitedAustralia100%30 JuneHolding Company

Comvita Australia Pty Limited Australia100%30 JuneManufacturing, selling &

distribution

Olive Leaf Australia Pty LimitedAustralia100% 30 JuneNot trading

Olive Products Australia Pty Limited Australia100%30 JuneProperty ownership

Comvita IP Pty LimitedAustralia100%30 JuneIP ownership

Comvita Health Pty LimitedAustralia100%30 JuneNot trading

Medihoney Pty LimitedAustralia100%30 JuneNot trading

Medihoney (Europe) LimitedUnited Kingdom100%30 JuneNot trading

Comvita Holdings UK LimitedUnited Kingdom100%30 JuneHolding Company

Comvita UK LimitedUnited Kingdom100%30 JuneSelling and distribution

New Zealand Natural Foods LimitedUnited Kingdom100%30 JuneNot trading

29. COMMITMENTS

Operating leases as lessee

Non-cancellable operating lease rentals are payable as follows:

In thousands of New Zealand dollars

2018

30 June

2017

30 June

Less than 1 year

4,650

4,640

Between one and five years

3,986

3,354

Greater than five years

15

-

Total

8,6517,994

Operating lease expense in the income statement

4,1803,803

The Group leases a number of warehouses, retail stores and administration premises and vehicles under operating leases. The leases are typically

between 1 and 10 years. A number of the leases have options to renew the leases after that period. The Group has a number of short term land use

agreements for hive placements.

Capital commitments

The total capital commitment is $6,944,000 (2017: $261,000) and will be paid over the next 12 months. The capital commitment includes

construction of the new warehouse at Paengaroa.

30. SUBSEQUENT EVENTS

On 20 August 2018, the Directors approved the payment of a fully imputed final dividend of $911,200 (2 cents per share) to be paid on 28 September

2018. As the dividend was declared after balance date it has not been recognised a liability in these financial statements.

Subsequent events have been disclosed in the following notes:

- Equity accounted investees. refer to Note 15(f ) and 22;

- Bank borrowings, refer to Note 24; and

- Derivatives, refer to Note 16.

Comvita Financial Statements 2018 - P42Comvita Financial Statements 2018 - P43
Independent auditor’s report

To the shareholders of Comvita Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Comvita Limited (the

Company) and its subsidiaries (the Group) on

pages 3 to 41:

i. Present fairly in all material respects the Group’s

financial position as at 30 June 2018 and its

financial performance and cash flows for the

year ended on that date; and

ii. Comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying

consolidated financial statements which

comprise:

— The consolidated statement of financial

position as at 30 June 2018;

— The consolidated income statement,

consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— Notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’).

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code

of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board

and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants

(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements

and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Group in relation to taxation services. Subject to certain

restrictions, partners and employees of our firm may also deal with the Group on normal terms within the

ordinary course of trading activities of the business of the Group. These matters have not impaired our

independence as auditor of the Group. The firm has no other relationship with, or interest in, the Group.


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 in the current period. We summarise below those

matters and our key audit procedures to address those matters in order that the Shareholders as a

body may better understand the process by which we arrived at our audit opinion. Our procedures were

undertaken in the context of and solely for the purpose of our statutory audit opinion on the consolidated

financial statements as a whole and we do not express discrete opinions on separate elements of the

consolidated financial statements.

Independent auditor’s report

To the shareholders of Comvita Limited

Report on the consolidated financial statements

The key audit matter

Carrying value of goodwill

Refer to Note 13 to the financial statements.

The Group has $28.5m of goodwill arising from previous

acquisitions, contained within 5 cash generating units (CGUs).

Specific focus was given to the Australia, Apiaries and United

Kingdom CGU in light of performance in FY18 and the extent of

goodwill for these CGUs.

Valuation of goodwill is considered to be a key audit matter

due to the significance of the asset and the value in use models

used in the assessment of impairment including a range of

judgemental assumptions about future performance. Particular

attention was required of:

• The strategic direction of the Group;

• The future cash flows;

• Terminal growth rates; and

• The discount rate applied to those cash flows.

A key audit matter for us was whether the Group’s value in use

models for impairment included appropriate consideration of

these factors on their significant estimates and judgements and

the selection of key external and internal inputs.

How the matter was addressed in our audit

Our approach included the following procedures, amongst

others:

— Assessed the Group’s determination of CGUs based on

our understanding of the nature of the Group and their

operations, and assessed whether this was consistent with

the internal reporting of the business;

— Assessed the value in use models and whether they are in

accordance with the requirements of NZ IAS 36;

— Evaluated the appropriateness of key assumptions including

terminal growth rates applied and their impact on estimated

future cash flows;

— Involved valuation specialists to challenge key judgements,

which included weighted average cost of capital applied;

— Agreed inputs used by the Group in their models to assess

impairment to Board approved budgets and strategic plans;

and compared these with historical actual results. We also

considered the accuracy of previous internal forecasts;

— Performed sensitivity analysis on key cash flow forecast

assumptions, including EBITDA, WACC, terminal growth

and capital expenditure levels, to understand the impact of

reasonably possible changes in key assumptions in various

scenarios;

— Compared the calculated recoverable values to the

associated carrying amounts, and assessed whether any

impairment charges were required;

— Compared the Group’s market capitalisation with the net

asset value, as an indicator of possible impairment; and

— Considered the appropriateness, sufficiency, and clarity of

goodwill related disclosures included in the Group financial

statements.

Refer to Note 15 to the financial statements.

The Group has $29m of investments in equity accounted

investees and $10.79m of loans to 7 equity accounted investees.

Impairment in the investments and recoverability of loans is

considered to be a key audit matter due to the significance of

the asset and the number of judgemental assumptions required

in the assessment of impairment.

Our approach included the following procedures, amongst

others (where relevant):

— Reviewed management’s assessments of impairment and

recoverability and confirmed approach is in accordance with

the requirements of NZ IAS 36;

— Evaluated and challenged the appropriateness of key

assumptions in these assessments and their impact on

estimated recoverability;

— Agreed inputs used by the Group in their models to assess

impairment to underlying forecasts and strategic plans;

— Involved valuation specialists to challenge key judgements

applied;

Impairment in investments in associates and recoverability of loans to equity accounted investees

Comvita Financial Statements 2018 - P44Comvita Financial Statements 2018 - P45
The key audit matter How the matter was addressed in our audit

— Considered alternative methodologies that should be

considered as part of the impairment assessments; and

— Compared the calculated recoverable values to the

associated carrying amounts, and assessed whether any

impairment charges were required.

Other Information

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s financial statements and Annual

Report. Other information includes the Directors’ Declaration, Statutory Information, and Company Directory; and the other information

included in the Annual Report. Our opinion on the consolidated financial statements does not cover any other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained

in the audit or otherwise appears materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have received the statutory information and have nothing

to report in regards to it. The Annual Report is expected to be made available to us after the date of this Independent Auditor’s Report

and we will report the matters identified, if any, to those charged with governance.

Use of this Independent Auditor’s Report

This independent auditor’s report is made solely to the Shareholders as a body. Our audit work has been undertaken so that we might

state to the Shareholders those matters we are required to state to them in the independent 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 Shareholders as a body for our

audit work, this independent auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial statements

The Directors, on behalf of the Group, are responsible for:

— The preparation and fair presentation of the consolidated financial statements in accordance with generally accepted accounting

practice in New Zealand (being New Zealand Equivalents to International Financial Reporting Standards) and International Financial

Reporting Standards;

— Implementing necessary internal control to enable the preparation of a consolidated set of financial statements that is fairly presented

and free from material misstatement, whether due to fraud or error; and

— Assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless they either intend to liquidate or to cease operations, or have no realistic

alternative but to do so alternative but to do so.

Auditor’s Responsibilities for the Audit of the consolidated

financial statements

Our objective is:

— To obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,

whether due to fraud or error; and

— To issue an independent 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. They are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at the External Reporting

Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Glenn Keaney.

For and on behalf of

Tauranga

20 August 2018

Comvita Financial Statements 2018 - P46Comvita Financial Statements 2018 - P47
Principal activity

The principal activity of the Company is that of manufacturing and marketing quality natural health products.

Dividend

An interim dividend for the year ended 30 June 2018 was paid on 23 March 2018 at $0.04 per share.

Directors

In accordance with the constitution, all directors will continue in office, until the 2018 Annual Meeting, when two directors will retire by rotation.

Directors’ remuneration for the year ended 30 June 2018

In thousands of New Zealand dollars

FeeOtherTotal

N.J Craig

115-115

L.N.E Bunt

73-73

S.J Kennedy

58-58

M.J Denyer

73-73

B Hewlett

58-58

P Reid

58-58

A.J Bougen (retired 18 October 2017)

21-21

S.C Ottrey (retired 13 July 2018)

58-58

Total

514-514

INTERESTS REGISTER

Directors have disclosed the following directorships held by them excluding family companies and companies with no association to their appointment as

director of the Company or any companies in the Group:

N.J Craig

Director & Chairman - Craigs Investment Partners

Director & Chairman - Comvita Limited

Director & Chairman - Pohutukawa Private Equity Limited

Director – Comvita New Zealand Limited

Director – New Zealand Cricket

Director - Hendry Nominees Limited

Director – AGInvest Holdings Limited

Director – Deutsche Craigs Limited

M.J Denyer

Director - Comvita Limited

Director – Comvita New Zealand Limited

Director – Comvita Limited Share Scheme Trustee Limited

Director – Rockit Global Limited

P.R.T Reid

Director & Chairman - Figured Limited

Director & Chairman – Pukeko Pictures GP Limited

Director – Software Education Holdings Limited

Director - Comvita Limited

Director – The Canarium Nut Company Limited

Director – Volpara Health Technologies Limited

Director – Christchurch International Airport Limited

DIRECTORS OF GROUP COMPANIES

CompaniesDirectors

Apimed Medical Honey LimitedS P Coulter*M F Sadd*

Bee & Herbal New Zealand LimitedS P Coulter*M F Sadd*

Comvita Australia Pty LimitedS P Coulter*S J Pothecary*

Comvita Health Pty LimitedS P Coulter*S J Pothecary*

Comvita HK LimitedS P Coulter*W Y Chu*

Comvita Holdings HK LimitedS P Coulter*W Y Chu*

Comvita Holdings Pty LimitedS P Coulter*S J Pothecary*

Comvita Holdings UK LimitedS P Coulter*R Ali*M F Sadd*

Comvita IP Pty LimitedS P Coulter*S J Pothecary*

Comvita Japan Company LimitedS P Coulter*W Y Chu*R Shida*

Comvita Korea Co LimitedS P Coulter*W Y Chu*

Comvita Landowner Share Scheme Trustee LimitedS P Coulter*M F Sadd*

Comvita New Zealand LimitedN J CraigM J DenyerB D Hewlett

Comvita Share Scheme Trustee LimitedM J DenyerJ M Keast*

Comvita Taiwan LimitedS P Coulter*M F Sadd*

Comvita UK LimitedS P Coulter*R Ali*M F Sadd*

Comvita USA, IncS P Coulter*M F Sadd*

Green Life (New Zealand) Product LimitedS P Coulter*W Y Chu*

Jonno Developments LimitedS P Coulter*M F Sadd*

Kiwi Bee Medical LimitedS P Coulter*M F Sadd*A J Bougen C T Baskin*

Kyoto Forests of New Zealand LimitedS P Coulter*M F Sadd*

Medibee LimitedS P Coulter*M F Sadd*

Medihoney Europe LtdS P Coulter*R Ali*M F Sadd*

Medihoney Pty LtdS P Coulter*S J Pothecary*

New Zealand Natural Foods LimitedS P Coulter*R Ali*M F Sadd*

Olive Leaf Australia Pty LimitedS P Coulter*S J Pothecary*

Olive Products Australia Pty LimitedS P Coulter*S J Pothecary*

* denotes an executive of a Group Company

S.J Kennedy

Director - Comvita Limited

Director – SJK Consulting Limited

Director – Lifestream International Limited

Director – Lanaco Limited

L.N.E Bunt

Director - Comvita Limited

B.D Hewlett

Chairman – Priority One Inc.

Director – Comvita New Zealand Limited

Director – Quayside Holdings Limited

Director – Bluelab Corporation Limited

STATUTORY INFORM ATION STATUTORY INFORM ATION

Comvita Financial Statements 2018 - P48Comvita Financial Statements 2018 - P49
DIRECTORS OF GROUP COMPANIES (CONTINUED)

Share Dealings of Directors - beneficial

Director

Number of

Shares Sold

Value of

Shares Sold

Number of Shares

Purchased

Value of Shares

Purchased

N.J Craig

--6, 37436,957

S.J Kennedy

--3,00022,292

M.J Denyer

--2,00012,140

B Hewlett

(17,000)(110,757)87, 567334,139

P Reid

--33,000188,475

Directors Shareholding

Directors, or entities associated with directors, held the following shareholding in Comvita Limited at 30 June 2018:

DirectorOpening BalanceShares Sold/

Transferred

Shares Purchased/

Transferred

Closing Balance

N.J Craig

Beneficial

Custodial Services Limited (A/C 4)

500,000--500,000

Eaglesham Trust

420,000--420,000

Sheryl Denise Tebbutt

75,000--75,000

Anna Beth Craig

10,000-5,00015,000

Custodial Start Scheme

--1, 3741, 374

Non-beneficial

170,000--170,000

Total1,175,000-6, 3741,181,374

S.C Ottrey*

Beneficial

Sarah Christine Ottrey

36,200--36,200

Total36,200--36,200

S.J Kennedy

Beneficial

----

S.J Kennedy

8,8523,00011,852

Total8,852-3,00011,852

L.N.E Bunt

L.N.E Bunt and G.E Bunt15,000--15,000

The Bunt Family Trust35,000--35,000

Total50,000--50,000

M.J. Denyer

Beneficial

M.J. Denyer

4,000--4,000

Eze Trust

--2,0002,000

Non-beneficial (Employee Share

Purchase Scheme)

34,063(10,417)-23,646

Total38,063(10,417)2,00029,646

P.R.T.Reid

Beneficial

Craigs KiwiSaver Scheme Account--33,00033,000

Total--33,00033,000

* Cease to be a Director on 13 July 2018

STATUTORY INFORM ATION

Directors Indemnity and Insurance

The Company has insured all its Directors and the Directors of its wholly owned subsidiaries against liabilities to other parties

(except the Company or a related party of the Company) that may arise from their positions as Directors. The insurance does not

cover liabilities arising from criminal actions. The Company has not been required to indemnify its Directors for any liabilities during

the year.

Employees’ remuneration

During the year to 30 June 2018 the following numbers of employees received remuneration of at least $100,000.

Number of employees

$100,000 to $110,000

16

$110,000 to $120,000

14

$120,000 to $130,000

12

$130,000 to $140,000

3

$140,000 to $150,000

6

$150,000 to $160,000

4

$160,000 to $170,000

8

$170,000 to $180,000

4

$180,000 to $190,000

1

$190,000 to $200,000

4

$200,000 to $210,000

3

$220,000 to $230,000

3

$230,000 to $240,000

2

$260,000 to $270,000

1

$270,000 to $280,000

1

$290,000 to $300,000

1

$350,000 to $360,000

1

$370,000 to $380,000

1

$510,000 to $520,000

2

Note: these bands are New Zealand dollar equivalents and reflect the impact of fluctuations in the foreign exchange rates for

remuneration of overseas based employees. The figures include bonus provisions made during the year which may have not been

paid at period end. It does not include any remuneration or benefit relating to the Executive Share Scheme.

Donations

During the period the Group made cash donations of $24,000 (2017: $32,000). The Company also made donations of products to

charitable organisations.

STATUTORY INFORM ATION

DirectorOpening BalanceShares Sold/

Transferred

Shares Purchased/

Transferred

Closing Balance

B.D Hewlett

Beneficial

Brett Donald Hewlett

43,115(17,000)54,37580,490

YRW Trustees 2005 Limited

267,143-33,125300,268

Brett Donald Hewlett – Start

Scheme

13,422-6713,489

Total

323,680(17,000)87,567394,247

Beneficial

1,427,732(17,000)131,9411,542,673

Non-beneficial

204,063(10,417)-193,646

Total1,631,795(27,417)131,9411,736,319

DIRECTORS OF GROUP COMPANIES (CONTINUED)

Comvita Financial Statements 2018 - P50Comvita Financial Statements 2018 - P51
SHAREHOLDER ANALYSIS

Analysis of shareholder by size as at 1 August 2018

Category

No of shareholdersShares heldPercentage of

shareholders

Percentage of shares

Up to 1,000 shares

1,307 705,263 44%2%

1,001 – 5,000 shares

1,162 2,865,159 39%6%

5,001 – 10,000 shares

262 1,871,073 9%4%

10,001 – 100,000 shares

206 5,060,686 7%11%

100,001 shares or more

34 35,069,648 1%77%

Total2,971 45,571,829 100%100%

*This number does not include a number of shareholders within Custodial and Nominee companies

Top 20 shareholders as at 1 August 2018

ShareholderShares heldPercentage of

shares

China Resources Ng Fung Limited 4,582,000 10.05%

Kauri NZ Investments Limited 3,558,077 7.81%

Custodial Services Limited – Account 16 3,327,038 7.30%

Li Wang 2,848,7366.25%

Alan John Bougen & Lynda Ann Bougen & Graeme William Elvin 2,013,249 4.42%

Custodial Services Limited – Account 3 1,834,137 4.02%

Custodial Services Limited – Account 4 1,183,351 2.60%

Maori Investments Limited 1,000,000 2 .19%

JBWere (NZ) Nominees Ltd964,4892.12%

FNZ Custodians Limited944,0572.07%

Citibank Nominees (NZ) Limited931,5922 .04%

Robert Bertram Tait & Jane Gibbons Tait & Ian James Craig 905,000 1.99%

Premier Nominees Limited795,2441.75%

Forsyth Barr Custodians Ltd 746,000 1.64%

Accident Compensation Corporation730,0001.60%

HSBC Nominees (New Zealand) Limited669,5051.47%

Custodial Services Limited – Account 2 606,425 1.33%

Aju Pharm Co Limited 600,000 1.32%

Custodial Services Limited – Account 1519,2641.14%

Te Arawa Group Holdings Ltd 450,000 0.99%

Other

16,363,665

35.90%

Total Ordinary Shares**

45,571,829100.00%

** does not include 2,057,125 partly paid redeemable share entitlements as detailed in Note 26 to the annual accounts

Substantial security holders as at 1 August 2018

ShareholderShares heldPercentage of

shares

China Resources NG Fung Limited

4,582,000 10.05%

Kauri NZ Investments Limited

3,558,077 7.81%

Li Wang

2,848,736 6.25%

COMVITA LIMITED

23 Wilson Road South, Paengaroa

Private Bag 1, Te Puke 3153

Bay of Plenty, New Zealand

Phone +64 7 533 1426

Fax +64 7 533 1118

Freephone 0800 504 959

Email investor-relations@comvita.com

www.comvita.co.nz

REGISTERED OFFICE

DIRECTORY

COMVITA BOARD OF DIRECTORS

Neil John Craig

Lucas (Luke) Nicholas Elias Bunt

Sarah Jane Kennedy

Murray John Denyer

Brett Donald Hewlett

Paul Robert Thomas Reid

DIRECTORS

KPMG Tauranga

Level 2

247 Cameron Road

PO Box 110

Tauranga 3140

AUDITORS

SHARP TUDHOPE

Level 4

152 Devonport Road

Private Bag TG12020

Tauranga 3110

SOLICITORS

LINK MARKET SERVICES LIMITED

PO Box 91976

Auckland 1142

SHARE REGISTRY

WESTPAC BANKING CORPORATION

Level 8

16 Takutai Square

PO Box 934

Auckland 1140

BANKERS

STATUTORY INFORM ATION

Comvita Financial Statements 2018 - P52Comvita Financial Statements 2018 - P52
DIRECTORY

NORTH AMERICA

Comvita USA Inc.

Comvita USA Inc.,

506 Chapala Street

Santa Barbara, CA 93101 | USA

Phone +1 855 449 2201

usacustomerservice@comvita.com

CHINA

Comvita Food (China) Limited

No.3038, Luosha Road,

Liantang Street,

Luohu District

Shenzhen | China

Phone +86 755 8366 1958

comvita@comvita.com.cn

UNITED KINGDOM

Comvita UK Limited

2nd Floor, 47a High Street

Maidenhead, SL61JT

United Kingdom

Phone +44 1628 779 460

info@comvita.co.uk

NEW ZEALAND

Comvita New Zealand Limited

23 Wilson Road South | Paengaroa

Private Bag 1 | Te Puke 3153

Bay of Plenty | New Zealand

Phone +64 7 533 1426

Freephone 0800 504 959

info@comvita.com

HONG KONG

Comvita Hong Kong Limited

Room 1320 – 1322 Leighton Centre

77 Leighton Road

Causeway Bay

Hong Kong

Phone +852 2562 2335

cs@comvita.com.hk

SOUTH KOREA

Comvita Korea Co Limited

18F Gwanghwamun Building

149 Sejong-daero

Jongno-gu, Seoul (03186) | Korea

Phone +82 2 2631 0041

service.korea@comvita.com

AUSTRALIA

Comvita Australia Pty Limited

10 Edmondstone Street

South Brisbane

Queensland 4101 | Australia

Phone +61 7 3845 1400

Freephone 1800 466 392

Customer Service 1300 653 436

info@comvita.com.au

JAPAN

Comvita Japan Company Limited

Sangenjaya Horisho Bld 4F

1-12-39 Taishido, Setagaya-Ku

Tokyo 154-0004 | Japan

Phone +81 3 6805 4780

info@comvita-jpn.com

---

21 August 2018



Comvita Full Year Result and Strategic Review


For the full year period ending 30 June 2018, Comvita (NZX: CVT) achieved a Net Profit after Tax (NPAT) of $8.2m on net

sales of $177m, compared with an NPAT of $9.8m in FY17. After adjusting the NPAT for non-operating items, the result is

an after tax operating profit of $9.3m. This compares very favorably to an after tax operating loss of $5.5m in FY17, a

turn-around of $14.8m.


• Sales for the period of $176.7m were up on the prior year by 19.0%. This includes a solid rebound of ‘Grey

Channel’ sales in Australasia of 58%. Market demand in key Asian and North American markets continues to

grow.

• Second poor honey harvest in a row had negative impact of $6.2m on FY18 NPAT.

• Significant investment in acquiring raw honey inventory during last quarter places Comvita in a good position to

meet future market demand.

• Comvita has decided to focus strategy on continuing to build on leadership in Manuka honey and Propolis.

Financial results for the year ended

30 June

2018

Audited

30 June

2017

Audited

Gross sales $186m $149m

China JV elimination against sales ($9.3)m -

Net sales $177m $149m

EBITDA* $20.5m $19.8m

Net profit after tax - NPAT $8.2m $9.8m

NPAT attributed to non-operating items $(1.1)m $15.3m

NPAT excluding non-operating items $9.3m ($5.5)m

Earnings per share NPAT (NZ Cents) 18.25 23.74

Dividend per share (NZ Cents) 6.00 2.00


*EBITDA: Earnings before interest, tax, depreciation and amortisation.












Dividend

The Directors have declared a fully imputed final dividend of 2 cents per share. This brings the total dividend for the year

ended 30 June 2018, to 6 cents per share which is 29% of 2018 operating profit after tax.


This payout ratio signals a change in policy from 40-45% of after tax profits, to a range of 25-30% of operating profit

after tax. The Board believes a change to this lower payout ratio is more appropriate for a high growth company with

ongoing demand for cash to fund growth.


Impact of Two Poor Honey Seasons

Shareholders will recall, right up until early in the 2018 calendar year, we were confident in achieving a NPAT of greater

than our record of $17.1m for the FY16 Financial Year.


Unfortunately, the weather did not play its part and for the second season in a row the honey harvest was poor. We

signaled this to the market on 16 April when we announced that our after tax operating earnings for the year ended 30

June 2018, would likely be in the $8m to $11m range.


For the first time we are illustrating separately, our Apiary business (‘SupplyCo’) and our branded business (‘BrandCo’),

in order that the market can gain a more accurate ‘picture’ of performance of the two distinct parts of our business.




As can been seen from the table, the harvest impacted our Apiary and our Apiary JV’s, and instead of a $4.5m after tax

profit, our SupplyCo business in total incurred a $6.2m loss after tax, fundamentally changing our result from an expected

position of a net profit after tax of greater than $17.1m.


Our underlying branded business is in good health and performed very well during FY18 after a tough year due to China

regulatory change affecting the ‘Grey Channel’ into China during FY17. The table demonstrates our branded business

made a NPAT of $15.5m, compared with $1m in the prior year.







Review of Result and Markets

We are very pleased with a return to operating profitability during FY18 with net sales of $177m, and an operating profit

of $9.3m compared with the prior year period operating loss of -$5.5m.


We had 19% sales growth during the year, driven by an increase in our US business and strong growth in sales of UMF

Manuka honey products of 54%. All of our offshore markets (where we have an in-market sales office – Australia, UK,

Hong Kong, Korea, Japan and USA) were profitable.


One of our key strategic goals is having an eastern/western market balance to our sales mix. Our strategy has been to

grow our sales in the UK/Europe and North America to balance our strength in the Asian markets, particularly China. To

this end, our North American business had an exceptional year of growth with sales for the year now at $26.8m, driven

by sales to Costco and strong performance in Amazon’s e-commerce platform with year on year sales growth of 53%.


Australia and New Zealand sales grew 43% and 12% respectively compared with the prior period. Sales through the

‘Grey Channel’ in Australasia were up 58% over the prior period as we were forced to adjust to new cross border

regulations introduced by the Chinese government in 2017.


We had a strong sales result in Asia, with Hong Kong and Korea in particular showing solid growth. Both markets recorded

same-store growth of 5% and 10% respectively as our retail business in both countries benefitted from a focus on retail

productivity. UK sales have grown 17% to $8.7m vs. the prior period of $7.4m; a pleasing result and we expect the UK to

continue on its growth path.


Our Chinese Joint Venture, Comvita Food (China) Ltd., continued its good start. Sales were $46m and our 51% share of

the JV after tax profit was $3.3m (Note: only share of profit is included in Comvita reported accounts, not revenues).

Given there are always challenges with new business structures, we are very pleased with our first year operating directly

in China. Alignment of market pricing between sales through the “Grey Channel” from New Zealand and Australia into

China and of the in-market sales through the China Joint Venture, has been a key challenge for management as we move

to bring our Chinese business to the next level of growth and profitability.


Manuka Honey Definition

During the year, MPI (Ministry for Primary Industries) announced their definition of Manuka honey. New Zealand now has

clear legally enforceable standards and a level playing field for Monofloral Manuka Honey. Under the new rules, all

exporters now need test results from an independent laboratory confirming product meets the MPI definition of Manuka

Honey. Export certification will not be issued without it. While the new MPI standards have increased testing and

compliance costs, this is an excellent outcome for the future sustainability of the industry.



Investing for Growth

We have invested heavily in building safety stocks of UMF Manuka honey. Raw material (mainly UMF Manuka honey)

inventories grew to $89m as we took a more aggressive approach to purchasing honey. This is a deliberate approach to

the emerging Manuka honey environment, post the MPI changes:

As global retailers start to adopt the new MPI regulations, we want to be ready to take market opportunities when they

present themselves.

Following a second poor honey season in a row we were conscious of securing enough inventory early to satisfy our full

year expectations rather than relying on a normal honey season in 2018/19 to satisfy our demand.

It is important to understand that Manuka honey is an asset that increases in value when stored appropriately (much like

a good wine).




We have also started on a capital program of $12m to upgrade our Manuka honey production capability at Paengaroa,

which is due for completion in February 2019. The upgrade includes a 270kw photovoltaic solar system, generating

370,000 kWh of power per annum (the same consumption as 53 houses) and allows for rain water from the roof to be

stored to supply a significant portion of the sites water requirements. This will provide us the ability to store virtually all

of our raw materials at Paengaroa in a purpose built state of the art, climate controlled warehouse.


We have used bank borrowings to fund the purchase of high UMF Manuka honey, our capital programme and working

capital for our recent expansion in USA and China. Currently we have $25m of banking headroom should we see further

opportunities to invest for future growth.


Strategic Direction

During the year, the Company allowed a third party to undertake due diligence on Comvita. This process diverted a

considerable amount of Board and Management time. The Board did not undertake this process lightly and only allowed

due diligence after fully understanding the prospective buyers’ credentials, and after receiving a non-binding proposal

on the price they would pay for 100% of Comvita. However, in negotiations that followed our profit downgrade on 16

April 2018, we could not agree with the potential bidder on price. The Boards’ unanimous view was that it would only

recommend a sale of the business if it created exceptional value for all shareholders.


Subsequent to a bid not proceeding, and with the benefit of feedback and excellent strategic analysis from the potential

bidder, the Board and Management took the opportunity to reappraise the Company’s strategic direction.


The Company has decided to focus strategy on continuing to build on our early leadership position in Manuka honey and

Propolis. This means we will run a leaner, more focused business model with a lower overhead cost. At the same time,

we will be increasing our marketing spend in support of the Comvita brand in all key markets.


We have addressed potential constraints in supply by investing heavily over 10 years in breeding programmes for the

Manuka plant. Already, we can state that we have a number of Manuka ‘crosses’ that can flower for longer, and/or flower

later and produce higher levels of DHA – the precursor in Manuka nectar that gives Manuka honey its unique properties

or “UMF” activity.


Comvita has established 12 seed nurseries in different geographic/climatic areas that contain much of Manuka’s genetic

potential. We have been actively testing the agronomics of growing Manuka in large scale plantations and have

completed significant field testing. We are starting to see some excellent outcomes from this breeding programme to

the point where we are confident in our ability to secure our future increased supply requirements through plantations.

Over the last two winters, we have already planted (using improved ‘crosses’) circa 2000 ha of land jointly owned by

Comvita or land over which we have long term leases. This genetic improvement programme and large-scale plantations

will be an ongoing feature of our business.


Outlook

The history of honey harvests in New Zealand shows that empirically a third consecutive poor honey season is unlikely.

However, we are in the process of continuing to evolve the operating model of our Apiary business to reduce the financial

exposure in the event of another poor harvest. In particular, we have further reduced the fixed cost overhead in the Apiary

business and used our considerable body of scientific knowledge to select hive sites that optimize profitability.


It is very early in the new financial year. However, we are confident that given the changes we have made to our Apiary

model, our renewed focus on China and the US market opportunities and an increase in marketing spend at the expense

of fixed overhead costs, we have a positive outlook for FY19. We will provide a further update at our Annual Shareholder

Meeting on 18 October 2018.




Ends.



For further information:

Scott Coulter, Comvita CEO – 021 386 988

Neil Craig, Comvita Chair – 021 731 509


About Comvita (www.comvita.co.nz)

Comvita (NZX:CVT) is a global natural health company committed to the development of innovative products, backed

by ongoing investment in scientific research.

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

x

whether:

InterimYear

x

SpecialDRP Applies

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per security

Payment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

Supplementary

Amount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

$

21 September, 201828 September, 2018

$911,000

Date Payable

28 September, 2018

$$0.001389$0.007778

In dollars and cents

RETAINED EARNINGS

$0.02

NZD$0.003529

Enter N/A if not

applicable

ORDINARY SHARESNZCVTE0001S7

EMAIL: announce@nzx.com

Notice of event affecting securities

1

COMVITA LIMITED

JULIANNE KEASTDIRECTORS RESOLUTION

027-420-128607 533 11182082018

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.