2019 Annual Report
FOR THE YEAR ENDED 30 JUNE 2019
COMVITA LIMITED
FINANCIAL
STATEMENTS 2019
Comvita Financial Statements 2019 Comvita Financial Statements 2019 - P1
DIRECTORS’ DECLARATION
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
AUDIT REPORT
STATUTORY INFORMATION
COMPANY DIRECTORY
2
3
4
5
6
7
8
44
48
53
CONTENTS
Comvita Financial Statements 2019 - P2Comvita Financial Statements 2019 - P3
In the opinion of the Directors of Comvita Limited, the financial statements and the notes, on pages 3 to 43:
• comply with New Zealand generally accepted accounting practice and fairly reflect the financial position of the
Group as at 30 June 2019 and the results of their operations and cash flows for the year ended on that date
• have been prepared using appropriate accounting policies, which unless otherwise stated 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 2019.
For and on behalf of the Board of Directors:
DIRECTORS’ DECL A R ATION
CONSOLIDATED
INCOME STATEMENT
Neil Craig Luke Bunt
22 August 2019 22 August 2019
For the year ended
In thousands of New Zealand dollars
30 June 2019
30 June 2018
Note
Revenue6171,104
178,493
Cost of sales(107,343)
(105,298)
Gross profit63,761
73,195
Other income76,583
4,931
Selling and marketing expenses(43,726)
(37,865)
Administrative expenses10(19,739)
(15,953)
Distribution expenses(8,394)
(8,095)
Research and development expenses(1,689)
(3,118)
Operating (loss)/profit before financing costs(3,204)
13,095
Finance income8524
1,777
Finance expenses8(6,667)
(4,973)
Net finance costs(6,143)
(3,196)
Share of profit of equity accounted investees16b448
1,921
Impairment of equity accounted investees16b(2,401)
(681)
Impairment of goodwill14(19,825)
-
(Loss)/profit before income tax(31,125)
11,139
Income tax benefit/(expense)113,408
(2,928)
(Loss)/profit for the year(27,717)
8,211
Earnings per share
Basic earnings per share (NZ cents)24(61.05)18.25
Diluted earnings per share (NZ cents)24(61.05)17.77
The notes on pages 8 to 43 are an integral part of these financial statements
Comvita Financial Statements 2019 - P4Comvita Financial Statements 2019 - P5
For the year ended 30 June 2019
In thousands of New Zealand dollars
Share
capital
Foreign
currency
translation
reserve
Hedging
reserve
Retained
earningsTotal
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 9)---730730
Issue of share capital – investment in China Joint Venture 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 23)---(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
Total comprehensive income for the year
(Loss) for the year---(27,717)(27,717)
Other comprehensive income (net of tax):
Foreign investor tax credits received---1010
Foreign currency translation differences for equity accounted
investees
-(853)--(853)
Foreign currency translation differences for foreign operations-(1,955)--(1,955)
Effective portion of changes in fair value of cash flow hedges--625-625
Total other comprehensive income-(2,808)62510(2,173)
Total comprehensive income for the year-(2,808)625(27,707)(29,890)
Transactions with owners, recorded directly in equity
Share based payment (Note 9)---678678
Issue of ordinary shares
- investment in Comvita China (Note 5)12,312---12,312
- executive share scheme530---530
- employee share purchase scheme77---77
Issue of treasury stock – investment in Apiter (Note 16c)580--305885
Issue of treasury stock - Supplier share scheme2--(13)(11)
Dividend paid (Note 23)---(918)(918)
Total transactions with owners13,501--5213,553
Balance at 30 June 2019151,245(4,467)(1,723)28,300173,355
For the year ended
In thousands of New Zealand dollars
Note
30 June 2019
30 June 2018
(Loss)/Profit for the year(27,717)8,211
Items that are or may be reclassified subsequently to the income
statement
Foreign currency translation differences for foreign operations (2,504)2,729
Foreign currency translation differences for equity accounted
investees
(853)-
Effective portion of changes in fair value of cash flow hedges868(1,751)
Foreign investor tax credits received1018
Income tax on these items 11306(4)
Income and expense recognised directly in other
comprehensive income
(2,173) 992
Total comprehensive income for the year(29,890)9,203
The notes on pages 8 to 43 are an integral part of these financial statements
CONSOLIDATED STATEMENT
OF COMPREHENSI V E INCOME
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
The notes on pages 8 to 43 are an integral part of these financial statements
Comvita Financial Statements 2019 - P6Comvita Financial Statements 2019 - P7
As at 30 June 2019
In thousands of New Zealand dollars
20192018
Note
Assets
Property, plant and equipment
13
56,92147,508
Biological assets
15
4,0484,331
Intangible assets and goodwill
14
38,67733,397
Investment in equity accounted investees
16
9,75530,621
Other investments
16
2,6488
Deferred tax asset126,7572,992
Total non-current assets118,806118,857
Inventory
18
132,192116,492
Trade receivables
19
30,87855,813
Sundry receivables
20
16,28921,851
Cash and cash equivalents10,3144,947
Derivatives
17
192186
Tax receivable553421
Assets held for sale131,414-
Total current assets191,832199,710
Total assets310,638318,567
Equity
Issued capital151,245137,744
Retained earnings28,30055,955
Reserves
(6,190)
(4,007)
Total equity173,355189,692
Liabilities
Loans and borrowings
25
99,25096,700
Employee benefits
21
446407
Deferred tax liability
12
916-
Total non-current liabilities100,61297,107
Trade and other payables
22
29,47122,938
Employee benefits
21
4,0414,048
Tax payable7391,414
Derivatives
17
2,4203,368
Total current liabilities36,67131,768
Total liabilities137,283128,875
Total equity and liabilities310,638318,567
For the year ended 30 June
In thousands of New Zealand dollars
20192018
Note
Receipts from customers191,331180,599
Payments to suppliers and employees(163,963)(197,287)
Interest received436
Interest paid(4,782)(3,850)
Taxation paid(1,504)(1,616)
Net cash flows from operating activities2621,086(22,118)
Investment in equity accounted investees(6,512)(27)
Cash acquired from business combination, net of consideration paid5,456-
Loans to equity accounted investees(1,307)(2,619)
Interest from equity accounted investees268484
Receipt of dividend from equity accounted investee519262
Loans to related parties-(87)
Interest from related parties3633
Payment for the purchase of property, plant and equipment(16,125)(4,744)
Receipt for the disposal of property, plant and equipment336497
Receipt for the disposal of biological assets148-
Receipt for the disposal of intangibles22-
Payment for the purchase of intangibles(545)(790)
Net cash flows from investing activities(17,704)(6,991)
Proceeds from the issue of share capital 6071,052
Payment for share capital issue expenses-(28)
Proceeds from loans and borrowings2,55030,200
Payment of dividends23(918)(1,845)
Net cash flows from financing activities2,23929,379
Net increase in cash and cash equivalents5,621270
Cash and cash equivalents at the beginning of the year4,9474,572
Effect of exchange rate fluctuations on cash held(254)105
Cash and cash equivalents at the end of the year10,3144,947
Represented as:
Cash and cash equivalents2510,3144,947
Total10,3144,947
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
CONSOLIDATED STATEMENT
OF CASH FLOWS
The notes on pages 8 to 43 are an integral part of these financial statementsThe notes on pages 8 to 43 are an integral part of these financial statements
Comvita Financial Statements 2019 - P8Comvita Financial Statements 2019 - 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 2019 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 Markets 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 22 August 2019.
(b) Basis of measurement
The financial statements have been prepared on the historical
cost basis except for derivative financial instruments, financial
instruments designated as fair value through other comprehensive
income 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 12 – recoverability of deferred tax assets
• Note 14 – measurement of recoverability of cash generating
units
• Note 15 – valuation of biological assets
• Note 16 – measurement of equity accounted investees and
investments
• Note 27 – 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
translated to the functional currency at the exchange rate at that
date.
(ii) Foreign operations including investments in equity accounted
investees
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).
3. SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
c) Financial assets and financial liabilities
(i) Classification
From 1 July 2018, the Group classifies its financial assets in the
following measurement categories:
• those to be measured subsequently at fair value (either
through other comprehensive income, or through profit or
loss), and
• those to be measured at amortised cost.
(ii) Measurement
At initial recognition, the Company measures a financial asset
at its fair value plus, in the case of a financial asset not at FVPL,
transaction costs that are directly attributable to the acquisition
of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in
their entirety when determining whether their cash flows are
solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the
group’s business model for managing the asset and the cash
flow characteristics of the asset. There are three measurement
categories into which the group classifies its debt instruments:
• Amortised cost: Assets that are held for collection of
contractual cash flows where those cash flows represent
solely payments of principal and interest are measured at
amortised cost. Interest income from these financial assets
is included in finance income using the effective interest
rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other
gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line
item in the statement of profit or loss.
• FVOCI: Assets that are held for collection of contractual
cash flows and for selling the financial assets, where the
assets’ cash flows represent solely payments of principal
and interest, are measured at FVOCI. Movements in the
carrying amount are taken through OCI, except for the
recognition of impairment gains or losses, interest income
and foreign exchange gains and losses which are recognised
in profit or loss. When the financial asset is derecognised,
the cumulative gain or loss previously recognised in OCI is
reclassified from equity to profit or loss and recognised in
other gains/(losses). Interest income from these financial
assets is included in finance income using the effective
interest rate method. Foreign exchange gains and losses are
presented in other gains/(losses) and impairment expenses
are presented as a separate line item in the statement of
profit or loss.
• Fair Value through Profit or Loss (FVPL): Assets that do
not meet the criteria for amortised cost or FVOCI are
measured at FVPL. A gain or loss on a debt investment that
is subsequently measured at FVPL is recognised in profit
or loss and presented net within other gains/(losses) in the
period in which it arises.
Equity instruments
The group subsequently measures all equity investments at fair
value. Where the group’s management has elected to present
fair value gains and losses on equity investments in OCI, there
is no subsequent reclassification of fair value gains and losses
to profit or loss following the derecognition of the investment.
Dividends from such investments continue to be recognised in
profit or loss as other income when the group’s right to receive
payments is established.
Changes in the fair value of financial assets at FVPL are
recognised in other gains/(losses) in the statement of profit or
loss as applicable. Impairment losses (and reversal of impairment
losses) on equity investments measured at FVOCI are not
reported separately from other changes in fair value.
Accounting for finance income and expense is discussed in Note
3(m).
d) 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 FVPL, 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(m).
Instruments at fair value through the income statement
An instrument is classified as at FVPL if it is held for trading or is
designated as such upon initial recognition. Financial instruments
are designated at FVPL 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 are measured at
fair value, and changes therein are recognised in the income
statement.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P10Comvita Financial Statements 2019 - P11
3. SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
(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. 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 FVPL.
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.
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. In these hedge relationships, the main
sources of ineffectiveness are changes in the timing of the hedged
transactions.
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.
(e) 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.
(f) 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.
(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.
(g) 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.
(h) 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
3. SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
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
• Capitalised development costs 2 – 5 years
• Software 3 – 10 years
(i) 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.
(j) 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 amounts of assets and are
recognised in the income statement.
(i) Impairment of receivables
From 1 July 2018, the group assesses on a forward-looking basis
the expected credit losses associated with its debt instruments
carried at amortised cost and FVOCI. The impairment
methodology applied depends on whether there has been a
significant increase in credit risk.
For trade receivables, the company applies the simplified
approach permitted by IFRS 9, which requires expected lifetime
losses to be recognised from initial recognition of the 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.
(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 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.
(k) 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.
(l) 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 at the point in time performance obligations are
satisfied by transferring control of goods to the customer. For
wholesale sales, control passes to the customer in accordance
with the individual terms of the contract of sale - for domestic
sales this is ordinarily on delivery to the customer’s premises and
acceptance by the customer and for export sales, this is ordinarily
on delivery to the port of origin. For in-store sales, control passes
to the customer at point of sale. For online sales, the order along
with delivery to the customer are considered to comprise a single
performance obligation, therefore control is considered to pass to
the customer on delivery of the goods.
(m) Finance income and expenses
Finance income comprises interest income on funds invested,
foreign exchange gains, dividend income and gains on the
disposal of FVOCI 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 FVOCI financial
assets that are recognised in the income statement. All
borrowing costs are recognised in the income statement using
the effective interest method.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P12Comvita Financial Statements 2019 - P13
3. SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
(n) 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.
(o) 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.
(p) 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.
(q) New and amended standards adopted by the
group
Except as described below, the accounting policies applied in these
consolidated financial statements are the same as those applied
in the Group’s consolidated financial statements as at and for the
year ended 30 June 2018.
NZ IFRS 15 Revenue from Contracts with Customers
Effective for Group reporting period beginning on: 1 July 2018
NZ IFRS 15 establishes a comprehensive framework for determining
whether, how much and when revenue is recognised. It replaces
existing revenue recognition guidance, including NZ IAS 18 Revenue
and NZ IAS 11 Construction Contracts and related interpretations.
The adoption of this accounting standard has not had a material
impact on the financial statements.
NZ IFRS 9 Financial Instruments
Effective for Group reporting period beginning on: 1 July 2018
The Group has adopted NZ IFRS 9 Financial Instruments effective 1
July 2018 under the full retrospective method of adoption.
The adoption of this accounting standard has not had a material
impact on the financial statements.
(r) New standards and interpretations not
yet adopted
The following new standards, amendments to standards and
interpretations are issued but not yet effective and have not been
applied in preparation of these consolidated financial statements:
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.
Adoption of this standard will change the accounting for the
Group’s operating leases and the recognition, measurement and
presentation of certain amounts recognised in the statement
of financial position, income statement and statement of cash
flows. As disclosed in Note 30, as at 30 June 2019 the Group has
commitments of $10.6 million classified as operating leases relating
to the lease or premises and vehicles. The actual impact of adopting
this standard will differ to this commitment. At reporting date, the
Group expects to recognise $7m to $8m of leased assets with an
offsetting liability in the statement of financial position. Further,
approximately $4m of rental operating expenses is expected to
be reclassified to lease interest expense and lease depreciation
expense for the year ended 30 June 2020. The Group’s key ratio’s
presented in the income statement will be impacted by this
reclassification.
The group intends to apply the simplified transition approach
and will not restate comparative amounts for the year prior to
first adoption.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
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 America.
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 up to 31 May 2019. From 31 May 2019
this segment captures both revenue and related
costs for the China market.
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.
North America This segment captures both revenue and related
costs for sales to customers in North America.
Europe This segment captures both revenue and related
costs for the United Kingdom and European
markets.
For the year ended 30 June
In thousands of New Zealand dollars
Contribution
segments*New Zealand*Asia*Australia*China*
^
North America*Europe*
Total
reportable
segments
Other
segments*Total
201920182019201820192018201920182019201820192018201920182019201820192018
Revenue
33,99137,07541,26136,81335,57145,48326,90412,09513,36126,8356,2118,664157,299166,96513,80511,528171,104178,493
Contribution
14,95916,1954,1614,1588,19211,5483,1561,7961,4849,060(463)41231,48943,1691,50855432,99743,723
Non attributable (other corporate expenses)
(42,784)(35,559)
Other income (Note 7)
587
-
6,5834,931
Financial income and expenses (Note 8)
(6,143)(3,196)
Share of profit of equity accounted investees
(Note 16)
2,0873,346 (1,639)(1,425)4481,921
Impairment of goodwill (Note
14)
(15,607)** (2,027) (2,191)(19,825)-
Impairment of equity accounted investees (Note 16)
(2,401)(681)(2,401)(681)
Net (loss)/profit before tax5,8305,142
(31,125)11,139
* These are not purely geographical segments and hence vary from the geographical segments presented on page 14
** The Australian segment goodwill which has been impaired relates to the Olive Leaf Australia business.
^ Reconciliation of China Segment20192018
Gross51% elimination
movement
Total segment
(per above)
Gross51% elimination
movement
Total segment
(per above)
Revenue
17,5769,32826,90421,423(9,328)12,095
Contribution
1,5331,6233,1563,419(1,623)1,796
Share of profit of equity accounted investees2,087-2,0873,346-3,346
Other income587-587---
Net profit before tax4,2071,6235,8306,765(1,623)5,142
On consolidation of China, the 51% elimination of China sales and contribution relating to inventory purchased from the Group, has been released.
From 31 May 2019 China is 100% owned and consolidated.
Comvita Financial Statements 2019 - P14Comvita Financial Statements 2019 - P15
NOTES TO THE FINANCIAL STATEMENTS
5. BUSINESS COMBINATIONS – COMVITA CHINA
Effective 31 May the Company owns 100% of Comvita Food (China) Limited and Comvita China Limited, collectively referred to as
Comvita China. Prior to 31 May, the Company owned 51% of Comvita China, therefore acquisition of the remaining 49% is accounted
for as a business combination achieved in stages.
The fair value of Comvita China at acquisition date has been determined by Comvita’s Board following an independent valuation.
The following table sets out the profit on deemed sale of the previously held 51% interest, the consideration paid and the fair value of
tangible assets acquired and liabilities assumed at acquisition date. The fair values of the identified assets and liabilities acquired is
incomplete at reporting date and therefore the goodwill and asset split will be concluded within 12 months of the transaction date.
In thousands of New Zealand dollars
Note2019
Fair value of 51% of Comvita China as at 31 May 201931,620
Less: Investment carrying value at 31 May 2019 (26,711)
Less: FCTR related to investment released(854)
Gain on deemed sale of 51% of Comvita China74,055
Consideration
Cash consideration paid 3 July 20193,190
Consideration – issued Comvita Limited shares 2312,312
Deferred consideration 338
Deemed consideration – fair value of 51% of Comvita China31,620
Total consideration 47,460
Net tangible assets acquired:
Inventory22,760
Cash and cash equivalents7,071
Trade and other receivables7,771
Trade and other payables(14,369)
Deferred tax liabilty(1,076)
Non-current assets107
Net tangible assets acquired22,264
Intangible assets and goodwill25,196
The Group is contractually entitled to 100% of the earnings of the China JV from 1 April 2019. For the China JV profit for the period
1 April to 31 May, 51% has been recognised in profit of equity accounted investees and 49% has been recognised in other income, refer
note 7.
6. REVENUE
In thousands of New Zealand dollars
Note20192018
30 June30 June
Sales159,975186,026
Release of elimination of sales49,328(9,328)
Other 1,8011,795
Total revenue 171,104178,493
NOTES TO THE FINANCIAL STATEMENTS
4. SEGMENT REPORTING (CONTINUED)
Geographical segments
30 June 201930 June 2018
In thousands of New Zealand dollars
Revenue
Non-current
assets
Revenue
Non-current
assets
Rest of Asia
46,2308,55237,1368,722
Australia
35,58110,20745,70327,270
China
26,90425,42512,095-
New Zealand
32,35056,51140,01648,170
Europe
6,177168,2161,080
North America
23,345834,9662
Other Countries
517-361-
Total171,104100,719178,49385,244
Total reportable segment assets
As at 30 June
In thousands of New Zealand dollars
Note
2019
2018
Total assets for reportable segments125,803120,181
Other investments162,6488
Investment in equity accounted investees169,75530,621
Other unallocated assets172,432167,757
Consolidated total assets310,638318,567
Comvita Financial Statements 2019 - P16Comvita Financial Statements 2019 - P17
7. OTHER INCOME
In thousands of New Zealand dollarsNote
2019
30 June
2018
30 June
Gain on deemed sale of 51% of Comvita China54,055-
Comvita China JV – 49% of earnings before consolidation5587-
Government grants1,023764
Change in fair value of contingent consideration16c497750
Earnout - Integra-2,862
Gain on discontinuing equity accounting - SeaDragon16g113-
Gain on disposal of property, plant and equipment-125
Change in fair value of biological assets -65
Other 308365
Total other income
6,5834,931
8. FINANCIAL INCOME AND EXPENSES
In thousands of New Zealand dollars
Note2019
30 June
2018
30 June
Net foreign exchange gain-936
Interest income522654
Net gain in fair value of derivatives designated at fair value through the income
statement
- 184
Dividend income23
Finance income5241,777
Interest expense on financial liabilities measured at amortised cost(4,782)(3,851)
Net foreign exchange loss(894)-
Net loss in fair value of derivatives designated at fair value through the income
statement:
- SeaDragon options and convertible loan notes16g(991)(1,122)
Finance expense(6,667)(4,973)
Net finance costs(6,143)(3,196)
NOTES TO THE FINANCIAL STATEMENTS
9. PERSONNEL EXPENSES
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Wages and salaries39,00437,822
KiwiSaver – employer contribution561584
Movement in long-service leave provision 5851
Equity settled share based payment transactions678730
Total personnel expenses
40,30139,187
10. EXPENSES
Administrative expenses
The following items of expenditure are included in administrative expenses:
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Auditors’ remuneration:
To KPMG for audit services (ii)341256
To KPMG for tax services (iii)5976
To Mercer & Hole (UK auditors)1228
Personnel expenses (i)8,1317,288
Depreciation (i)775769
Amortisation (i) 1,1851,307
Insurance (i)280229
Doubtful debts expense/(recovered)219(494)
Bad debts written off2373
Change in fair value of biological assets652-
Rental expense (i)802771
Directors fees (iv)514514
Directors other costs 3617
Other legal & professional expenses557278
Loss on disposal of property, plant & equipment93-
Loss on disposal of intangible assets9 31
Donations3524
(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.
(iii) Tax services is for tax compliance and advisory work
(iv) Refer to Statutory Information
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P18Comvita Financial Statements 2019 - P19
11. INCOME TAX EXPENSE IN THE INCOME STATEMENT
In thousands of New Zealand dollars
Note2019
30 June
2018
30 June
Current tax expense
Current period4354,142
Adjustment for prior periods325(367)
Total current income tax expense7603,775
Deferred tax expense
Origination and reversal of temporary differences12(4,168)(847)
Total deferred income tax (benefit)(4,168)(847)
Total income tax (benefit)/expense(3,408)2,928
Reconciliation of effective tax expense
In thousands of New Zealand dollars
2019
30 June
2018
30 June
(Loss)/Profit for the year(27,717)8,211
Total income tax (benefit)/expense(3,408)2,928
(Loss)/Profit excluding income tax(31,125)11,139
Income tax using the Company’s domestic tax rate of 28% (2018: 28%)(8,715)3,119
Effect of different tax rates in foreign jurisdictions (115)(181)
Non-deductible expenses7,795892
Additional income(34)80
Non-assessable income(1,664)(431)
Income tax relating to equity accounted associates(682)(590)
Research and development tax credits(59)(84)
Under provided in prior periods6630
De-recognition/(recognition) of tax losses-93
Total income tax (benefit)/expense(3,408)2,928
NOTES TO THE FINANCIAL STATEMENTS
11. INCOME TAX EXPENSE IN THE INCOME STATEMENT (CONTINUED)
Income tax recognised directly in other comprehensive income
In thousands of New Zealand dollars
Note2019
30 June
2018
30 June
Derivatives12243(490)
Other items(549)494
Total income tax recognised directly in other comprehensive income(306)4
Imputation credit account
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Imputation credits available for use in subsequent reporting periods8,9008,059
12. 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
201920182019201820192018
Property, plant & equipment--(1,042)(1,099)(1,042)(1,099)
Biological assets--(397)(584)(397)(584)
Inventories3,5192,155(916)-2,6032,155
Derivatives664855--664855
Investments94871--94871
Other items802787--802787
Tax loss carry-forwards2,8687--2,8687
Non-refundable tax credits
carried forward
249---249-
Tax assets/(liabilities)8,1964,675(2,355)(1,683)5,8412,992
Set-off of tax(1,439)(1,683)1,4391,683--
Net tax assets/(liabilities)6,7572,992(916)-5,8412,992
The utilisation of tax loss carry-forwards and tax credits 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.
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P20Comvita Financial Statements 2019 - P21
13. 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 20179,97817,22125,0742,0725,4455,1571,69466,641
Additions/Transfers430341,990295-1,2661,4575,472
Disposals(160)(161)(628)(141)-(734)-(1,824)
Effect of movements in exchange
rates
723976618118021575
Balance at 30 June 201810,32017,13326,5122,2325,6265,8693,17270,864
Additions/Transfers2,22510,4012,299259414677(550)15,725
Disposals-(121)(371)(121)-(636)-(1,249)
Business combinations-27251--42-320
Reclassification to assets held for
sale*
(731)(791)(32)--(3)-(1,557)
Effect of movements in exchange
rates
(87)(48)(106)(6)(221)13(16)(471)
Balance at 30 June 201911,72726,60128,5532,3645,8195,9622,60683,632
Depreciation
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)
Depreciation -(1,044)(2,214)(204)(66)(1,028)-(4,556)
Disposals-17220104-634-975
Reclassification to assets held for
sale*
-11031--2-143
Effect of movements in exchange
rates
-1851613(5)-83
Balance at 30 June 2019- (6,586)(13,858)(1,642)(371)(4,254)- (26,711)
Carrying amount
At 30 June 20179,97812,30014,7856205,2001,6291,69446,206
At 30 June 201810,32011,44614,5666845,3082,0123,17247,508
At 30 June 201911,72720,01514,6957225,4481,7082,60656,921
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.
* Assets held for sale
As at 30 June 2019, management committed to a plan to sell a site in Timaru, New Zealand. The site had a net book value of $1,414,000
immediately before the initial classification to being held for sale. There were no impairment losses incurred as part of this initial classification.
The site is being actively marketed for sale.
NOTES TO THE FINANCIAL STATEMENTS
12. DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
Movement in temporary differences during the year
2019
In thousands of New Zealand dollars
Balance
1 July 2018
Recognised
in the income
statement
Recognised in other
comprehensive
income
Recognised on
Acquisition
(Note 5)
Balance
30 June 2019
Property, plant & equipment(1,099)57--(1,042)
Biological assets(584)187--(397)
Inventories2,1551,524-(1,076)2,603
Derivatives85552(243)-664
Investments871(777)--94
Other items78715--802
Tax loss carry-forwards72,861--2,868
Tax credit carry-forwards-249--249
Total2,9924,168(243)(1,076)5,841
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
In thousands of New Zealand dollars
20192018
Tax loss carry-forwards1,4451,485
Intangible assets893930
Total2,3382,415
The tax loss carry-forwards do not expire under current tax legislation.
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P22Comvita Financial Statements 2019 - P23
14. INTANGIBLE ASSETS AND GOODWILL
In thousands of New Zealand dollars
GoodwillBrands,
patents,
trademarks
SoftwareTotal
Cost
Balance at 30 June 201727,8126,0019,73643,549
Additions
-317476793
Disposals
-(179)(311)(490)
Effect of movements in exchange rates
6641927710
Balance at 30 June 2018
28,4766,1589,92844,562
Additions
-201341542
Additions - Business combinations
26,962-3726,999
Impairment
(19,825)-- (19,825)
Disposals
-(50)(272)(322)
Effect of movements in exchange rates
(559)(22)(7)(588)
Balance at 30 June 2019
35,0546,28710,02751,368
Amortisation
Balance at 30 June 2017-
(3,810)(5,688)(9,498)
Amortisation -
(279)(1,723)(2,002)
Disposals-
64311375
Effect of movements in exchange rates-
(19)(21)(40)
Balance at 30 June 2018-
(4,044)(7,121)(11,165)
Amortisation -
(189)(1,676)(1,865)
Disposals-
40269309
Effect of movements in exchange rates-
23730
Balance at 30 June 2019-
(4,170)(8,521)(12,691)
Carrying Amount
At 30 June 201727,8122,1914,04834,051
At 30 June 201828,4762,1142,80733,397
At 30 June 201935,0542,1171,50638,677
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
14. 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
Segment
(Note 4)
2019
30 June
2018
30 June
ChinaChina25,286-
Australia Australia-16,241
Hong Kong Asia7,9347,924
United KingdomEurope-2,052
Apiaries1,7661,901
Other68358
Total goodwill
35,05428,476
Following recent unfavourable honey seasons and the interim conclusions drawn from the current strategic review, impairment
of goodwill has been recognised in the Apiary, Australia and United Kingdom CGU’s. The remaining goodwill in the Apiaries CGU
relates to an acquisition on 1 April 2019.
Comvita China was acquired on 31 May 2019 and an independent valuation was performed to determine the fair value of the
acquired entity at the acquisition date. The valuation methodology utilised by the independent valuation expert included the
discounted cashflow method (an income approach) and a market approach. Refer Note 5 for details of acquisition accounting.
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:
2019
30 June
2018
30 June
Anticipated annual revenue growth included in the cash flow projections for the combined CGU’s
(normalised) for the years 2020 to 2024(21%) to 42%(22%) to 71%
Post tax discount rate
8.9% to 12.2%10.3%
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:
3.8%3.8%
Terminal growth rate applied beyond June 20242.0%3.0%
Cash flows were projected on actual operating results, the 30 June 2020 budget and business plan.
Sensitivity to changes in assumptions - Hong Kong CGU
In thousands of New Zealand dollars
2019
30 June
2018
30 June
The recoverable amount of the CGU exceeds its carrying amount by
20,83734,433
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
17,45429,989
The post tax discount rate for the recoverable amount to equal carrying amount is
calculated at
28.1%31.2%
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P24Comvita Financial Statements 2019 - P25
15. BIOLOGICAL ASSETS
Total
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Bees3,0103,641
Breeder Queens532-
Olive Leaf506690
Total biological assets4,0484,331
Bees
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Balance at beginning of the year3,6413,578
Decrease due to sales(142)(6)
Net movement in operational hives(489)69
Balance at the end of the year3,0103,641
Number of operational hives
Balance at beginning of the year27,37926,896
Decrease due to sales(1,070)(41)
Net movement in operational hives
(3,681)524
Balance at the end of the year
22,62827,379
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 is $133 (2018: $133).
16. INVESTMENTS
In thousands of New Zealand dollars
Note2019
30 June
2018
30 June
Equity accounted investees16b9,75530,621
Investment in listed shares16g822-
Investment in convertible loan note 16g1,818-
Investment in unlisted shares88
Total investments12,40330,629
NOTES TO THE FINANCIAL STATEMENTS
16. INVESTMENTS (CONTINUED)
Equity Accounted Investees (EAI)
(a) Investments in Equity Accounted Investees comprises:
Country of
Incorporation
Ownership
Interest Held
Balance
Date
Principal
Activity
Kaimanawa Honey Limited Partnership
New Zealand50%30 JuneApiary
Makino Station Limited
New Zealand50%30 JuneApiary and land ownership
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
Apiter S.A
Uruguay20%31 July
Manufacturing, selling and
distribution
Derecognition of Equity Accounted Investees
Reclassified to investment effective 17 May 2019
SeaDragon Limited
New Zealand8.5%31 MarchFish oil production
Acquisition achieved in stages
Comvita China, consisting of the two entities:
Comvita Food (China) Limited
China
51% (100%
from 31 May 19)
31 DecemberSelling and distribution
Comvita China Limited
Hong Kong
51% (100%
from 31 May 19)
31 DecemberSelling and distribution
(b) Carrying value of Investments in Equity Accounted Investees
In thousands of New Zealand dollars
Note20192018
Balance at 1 July 30,62114,155
Acquisitions – Apiter S.A.
16c9,048-
Acquisitions – Comvita China
-16,424
Acquisitions – Other
-269
Dividend
(519)(262)
Impairment*
(2,401)(681)
Share of profit
4481,921
Other movements
(22)(1,205)
Derecognition of EAI - China
5(26,711)-
Derecognition of EAI - SeaDragon
16g(709)-
Balance at 30 June
9,75530,621
*The main component of the impairment expense relates to a $2,300,000 impairment of the Putake Group Holdings Limited investment.
This investment has been impacted by recent unfavourable honey seasons and changes in the MPI definition of Manuka Honey.
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P26Comvita Financial Statements 2019 - P27
16. INVESTMENTS (CONTINUED)
(c) Apiter S.A.
In thousands of New Zealand dollars
2019
Consideration in cash6,394
Consideration in shares
885
Professional fees capitalised to investment
118
Deferred consideration
1,651
Carrying value of investment on acquisition
9,048
Less: Share of net assets acquired
(2,938)
Goodwill
6,110
On 3 July 2018, the Company acquired a 20% shareholding in Apiter S.A. The consideration for this investment was USD $4,447,000 in
cash (NZD $6,394,000) and 154,686 shares valued at USD$600,000 (NZD $885,000), which was issued from Treasury Stock.
The Company could be required to pay an additional USD$1,115,000 (NZD $1,651,000) if certain earn out conditions are met. This has been
included in the carrying value of the investment and USD$781,000 (NZD $1,167,000) has been recognised as a liability at 30 June 2019,
with one earnout reversed through the Income Statement as it is no longer considered probable at 30 June 2019.
(d) Loans to equity accounted investees
In thousands of New Zealand dollars
Note2019
30 June
Loan receivable
2018
30 June
Loan receivable
2019
12 months
Interest income
2019
30 June
Interest Receivable
Kaimanawa
1,1331,128--
Putake
875550--
Makino
3,8153,548191481
SeaDragon - convertible note
-3,000241-
Medibee
2,4692,302--
Nga Pi Honey
252252--
Comvita China
-10--
Apiter S.A
575-144
Total 20
9,11910,790446485
All loans to equity accounted investees are repayable on demand.
SeaDragon Limited
With the application of the new accounting standard NZIFRS 9 Financial Instruments on 1 July 2018, the SeaDragon convertible loan notes
have been reclassified from a loan recognised at amortised cost with an embedded derivative, to FVPL financial asset, see note 16g.
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.
NOTES TO THE FINANCIAL STATEMENTS
16. INVESTMENTS (CONTINUED)
(e) Loans to related parties
In thousands of New Zealand dollars
Note2019
30 June
Loan receivable
2018
30 June
Loan receivable
2019
12 months
Interest income
2019
30 June
Interest Receivable
Gan Enterprises Ltd (Nga Pi)
567567364
Casa Base Trustees (Putake)
6396033674
Total 20
1,2061,1707278
(f) 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 owing to
2019
Comvita China *12,560
---
Kaimanawa2,013
4432,551-
Makino 210
-674338
Nga Pi Honey 28
16572-
Putake27
-35134
Medibee-
-553-
SeaDragon *39
---
Apiter S.A13
-3,464-
2018
Comvita China 21,422
14,155--
Kaimanawa2,372
5192,271-
Makino -
-65141
Nga Pi Honey 18
1781-
Putake25
231,149331
Medibee-
-613-
SeaDragon 14
---
* Transactions included for the period while the investment was still recognised as an EAI.
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P28Comvita Financial Statements 2019 - P29
16. INVESTMENTS (CONTINUED)
(g) SeaDragon - Investment in listed shares and convertible loan note
2019
30 June
2018
30 June
Asset classification
Note
Investment in listed sharesEquity accounted investee
16-1,644
FVOCI investment
16822-
Convertible loan noteSundry receivable
16d-3,000
Embedded derivative
17-1
FVOCI investment
161,818-
Options Derivative
171921
Listed shares
The Company holds 410,987,830 shares (2018: 410,987,830 shares) in SeaDragon Limited. Comvita no longer had significant influence over
SeaDragon Limited from 17 May 2019, therefore equity accounting was discontinued from that date. From 17 May 2019, the investment
in listed shares is classified as equity securities at FVOCI because these equity securities represent investments that the Group intends to
hold for the long term for strategic purposes.
Convertible loan note
The convertible loan notes issued to SeaDragon at 30 June 2019 total $3,000,000 (30 June 2018: $3,000,000).
Adoption of NZ IFRS 9 Financial Instruments
On adoption of NZ IFRS 9, embedded derivatives can no longer be separated from the host contract and therefore the convertible loan
notes have been classified as Fair value through the Profit or Loss. The Group determines Level 3 fair value for the loan note. The fair
value using this method is not materially different to the carrying value of the convertible loan notes at 30 June 2018 and therefore no
adjustment has been made on adoption of the new standard. The convertible loan notes have been reclassified from Sundry Receivables to
Derivative Assets.
New Agreements signed
A Deed of Amendment and Restatement signed on 3 July 2018 and approved by SeaDragon shareholders on 8 August 2018 extended the
expiry date of the convertible loan notes to 31 March 2020 and adjusted the conversion price to $0.0033. The convertible loan notes now
mature by mandatory conversion to ordinary shares, unless an event of default subsists at maturity time. SeaDragon has the opportunity
to repay the convertible loan notes prior to maturity however given SeaDragon’s current position, and the short term nature of the
convertible loan notes, it is unlikely that the company could, or would wish to repay the convertible loan notes.
As the terms of the convertible loan notes have changed substantially from the date the Shareholders approved the Agreements, the
convertible loan notes have been derecognised and the new instrument recognised. The net movement has been shown in the profit or loss.
A Deed of Acknowledgement and Agreement signed on 1 April 2019 and approved by SeaDragon shareholders on 17 May 2019 removed
the interest component of all convertible loan notes from 1 April 2019 onwards. From this date, the asset is considered to be an equity
instrument and has been reclassified from FVPL to FVOCI.
The Group determines Level 2 fair value for the convertible loan notes. Inputs include the share price (a Level 1 input).
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
17. 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
2019
30 June
2018
30 June
Derivatives – SeaDragon (Note 16g and table below)1922
Derivatives – assets (designated at fair value through the income statement)-184
Total assets192186
Derivatives – liabilities (hedging instrument)(2,420)(3,368)
Total liabilities(2,420)(3,368)
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.
Derivatives – designated at fair value through the income statement – SeaDragon options
The Group determines Level 2 fair value through the application of the Binomial Model (2018: Binomial Model). Inputs include, the share
price (a Level 1 input), risk free rate of the remaining life of the warrant, 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 2019
Value at 30
June 2018
Options909,090,909$0.003331-03-202075%2.49%1921
The Deed of Amendment and Restatement signed on 3 July 2018 and approved by SeaDragon Shareholders on 8 August 2018 extended
the expiry date of the options to 31 March 2020 and adjusted the strike price to $0.0033.
18. INVENTORY
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Raw materials83,99689,273
Work in progress1,8542,866
Finished goods48,20225,980
Provision (1,860)(1,627)
Total inventory132,192116,492
Additional finished goods in the current year primarily relates to consolidation of Comvita China.
Comvita Financial Statements 2019 - P30Comvita Financial Statements 2019 - P31
19. TRADE RECEIVABLES
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Trade receivables 30,87855,813
Total trade receivables30,87855,813
The status of trade receivables at the reporting date is as follows:
In thousands of New Zealand dollars
Gross receivable
2019
Impairment
2019
Gross receivable
2018
Impairment
2018
Not past due23,521-39,608-
Past due 0-30 days5,279-5,987-
Past due 31-60 days807(4)1,597(40)
Past due 61-365 days1,460(237)4,834(42)
Past due > 365 days105(53)3,869-
Total31,172(294)55,895(82)
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.
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
2019
30 June
2018
30 June
Australia5,07317,578
China6,00220,943
New Zealand10,3619,985
United States6,2692,558
United Kingdom1,2621,460
Hong Kong9911,072
Other regions9202,217
Total30,87855,813
20. SUNDRY RECEIVABLES
In thousands of New Zealand dollars
Note2019
30 June
2018
30 June
Loans to equity accounted investees16d9,11910,790
Loan receivable – related parties16e1,2061,170
Prepayments 3,3934,924
Other receivables2,5714,967
Total sundry receivables16,28921,851
NOTES TO THE FINANCIAL STATEMENTS
21. EMPLOYEE BENEFITS
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Annual leave1,6931,632
Performance accrual 1,9761,961
Accrued wages and salaries372455
Total current employee benefits4,0414,048
Long service leave (non-current)446407
Total employee benefits4,4874,455
22. TRADE AND OTHER PAYABLES
In thousands of New Zealand dollars
Note2019
30 June
2018
30 June
Trade creditors14,11314,438
Accruals9,5978,424
Business combination consideration payable4,506-
Contingent consideration – equity accounted investees16c1,167-
Due to directors8876
Total trade and other payables29,47122,938
23. CAPITAL AND RESERVES
Ordinary and partly paid redeemable share capital
In thousands of shares
2019
30 June
2018
30 June
Note
On issue at beginning of the year45,16342,005
Supplier share scheme shares issued2646
Share issue – Comvita China acquisition54,0502,830
Share issue – Apiter acquisition16c155-
Issued to members of executive share scheme27a144282
Issued to employee share purchase scheme17-
Ordinary shares on issue at end of the year49,55545,163
Closing partly paid shares27a2,0282,057
Total shares including part paid at end of the year51,58347,220
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P32Comvita Financial Statements 2019 - P33
23. CAPITAL AND RESERVES (CONTINUED)
Treasury Stock
In thousands of shares
2019
30 June
2018
30 June
Treasury stock at beginning of the year408454
Issued – Apiter S.A. acquisition(155)-
Supplier Partnership Group Share Scheme(26)(46)
Total treasury stock at end of the year227408
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.
Dividends
The following dividends were declared and paid by the Group:
In thousands of New Zealand dollars
2019
30 June
2018
30 June
$0.02 per ordinary share in September 2018918-
$0.04 per ordinary share in March 2018-1,845
Total 9181,845
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.
NOTES TO THE FINANCIAL STATEMENTS
24. EARNINGS PER SHARE
Basic earnings per share - weighted average number of ordinary shares
In thousands of shares
2019
30 June
2018
30 June
Issued ordinary shares at beginning of year45,16442,005
Effect of shares issued during the year1,1382,976
Weighted average number of ordinary shares at the end of the year46,30244,981
Basic earnings per share (NZ cents)(61.05)18.25
Diluted earnings per share - weighted average number of ordinary shares
(diluted)
In thousands of shares
Weighted average number of ordinary shares (basic)46,30244,981
Effect of share entitlements issued 301,215
Weighted average number of diluted shares at end of the year46,33246,196
Diluted earnings per share (NZ cents)(61.05)17.77
25. 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
20192018
Secured bank loan – Westpac NZ44,000NZD3.80%Dec 202044,00044,000
Multi option credit line – Westpac NZ66,300NZD3.11%Dec 202055,25052,700
Total borrowings110,30099,25096,700
Less current portion of borrowings--
Borrowings – Non current99,25096,700
Covenants and security
The Group was in compliance with all banking covenants during the year and as at 30 June 2019. 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
2019
30 June
2018
30 June
Cash10,314 4,947
Less Debt – Non-Current(99,250) (96,700)
Net Debt(88,936)(91,753)
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P34Comvita Financial Statements 2019 - P35
25. LOANS AND BORROWINGS (CONTINUED)
Interest rate risk
At reporting date the interest rate profile of the Group’s interest-bearing financial instruments is the balances of the loans on page 33.
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 2019 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 $718,000
(30 June 2018: $405,000).
Other Facilities
Overdraft schedule
In thousands of New Zealand dollars
Facility Local
Currency
CurrencyInterest rate
2019
Interest rate
2018
Overdraft facility NZD – Westpac NZ750NZD8.35%9.64%
Overdraft facility GBP – Westpac NZ1,650GBP8.35%9.64%
Overdraft facility YEN – Westpac NZ500JPY8.35% 9.64%
The balance drawn on each of these at 30 June 2019 is nil (2018: nil).
NOTES TO THE FINANCIAL STATEMENTS
26. RECONCILIATION OF THE PROFIT FOR THE PERIOD WITH THE NET CASH FROM
OPERATING ACTIVITIES
In thousands of New Zealand dollars
Note
2019
30 June
2018
30 June
(Loss)/Profit for the period(27,717)8,211
Adjustments for:
Depreciation134,5564,180
Amortisation 141,8652,002
(Gain)/loss on disposal of property, plant & equipment(62)(125)
Share based payments9678730
Fair value loss/(gain) in biological assets 10652(65)
Net loss/(gain) on fair value of derivatives – SeaDragon options89911,122
Interest income from investing activities(518)(618)
Net (loss)/gain on fair value of derivatives 8-(184)
Gain on deemed sale of 51% of Comvita China 7(4,055)-
Equity accounted investees – profit elimination movement4(1,623)1,623
Share of (profit)/loss equity accounted investees 16b(448)(1,921)
Impairment – goodwill1419,825-
Impairment – equity accounted associates16b2,401681
Change in fair value of contingent consideration(484)(750)
Other (123)115
Profit adjusted for non-cash items(4,062)15,001
Change in trade payables relating to investing activities(5,243)25
Changes in sundry receivables related to shares(11)291
Change in sundry receivables related to investing activities-2,218
Change in working capital items from foreign currency translation reserve(1,156)970
Foreign investor tax credits1018
Change related to business combination15,086-
Change in inventories(15,700)(28,636)
Change in trade receivables24,935(11,800)
Change in sundry debtors and prepayments3,926(6,143)
Change in trade and other payables6,5333,850
Change in employee benefits3396
Change in tax payable(806)2,145
Change in deferred tax liability(2,850)(843)
Movement of deferred tax in equity306490
Foreign currency reserve85200
Net cash from operating activities21,086(22,118)
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P36Comvita Financial Statements 2019 - P37
27. 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 201930 June 2018
Number of
entitlements
Weighted
average
exercise price
Number of
entitlements
Weighted
average
exercise price
Entitlements outstanding at beginning of year2,0577.672,3397.20
Entitlements granted during the year5786.33--
Entitlements forfeited during the year(463)7.44--
Entitlements converted to ordinary shares
(Note 23)
(144)3.67(282)3.78
Entitlements outstanding at end of year2,0287.592,0577.67
There are 53 (2018: 63) employees in the scheme. The number of entitlements at 30 June 2019 is 3.9% (30 June 2018: 4.3%) 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
27. EXECUTIVE SHARE SCHEME (CONTINUED)
Fair value of share entitlements and assumptions
Issue Date 5-Sep-1417-Aug-1518-Nov-1530-Sep-201630-Jun-20178-Oct-18
Entitlements issued (number)772,500544,000208,750801,250582,500577,500
Entitlements on hand (at 30 June 2019)-171,87594,375641,250542,500577,500
Fair value at measurement date$0.59$0.95$1.21$1.26$1.59$1.08
Share price at grant date$3.65$5.75$8.18$11.30$5.80$6.00
Grant date5-Sep-1417-Aug-1518-Nov-1530-Sep-1630-Jun-178-Oct-18
Exercise price$3.67$5.45$7.77$11.08$5.60$6.33
Expected price volatility35.3%27.0%25.8%23.7%52.6%34.2%
Share life (weighted average life of each
tranche)
2-4 years2-4 years2-4 years2-4 years2-4 years2-4 years
Expected dividend yield4.20%2.78%2.26%2.73%3.26%1.02%
Risk-free interest rate 4.09%2.69%2.57%1.87%1.81%1.88%
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 2019
In thousands
Grant
date
Expiry
date
Exercise
price
Forecast
share price
hurdle at
30 June
2019*
Balance at
start of yearGranted
Exercised
during year
Forfeited
during year
Rolled
to next
anniversary
Balance
at end of
the year
05-Sep-1405-Sep-183.67- 148 -(144)(4)--
17-Aug-1517-Aug-185.45- 279 --(186)(93) -
17-Aug-1517-Aug-195.457.80 93 --(14)93 172
18-Nov-1518-Nov-187.77- 142 --(71)(71) -
18-Nov-1518-Nov-197.7711.25 47 --(24) 71 94
30-Sep-1630-Sep-1811.08- 383 --(62)(321) -
30-Sep-1630-Sep-1911.0814.86 191 - -(31)321 481
30-Sep-1630-Sep-2011.0816.24 192 - -(31)- 161
30-Jun-1730-Jun-195.606.75 291 - -(20)(271) -
30-Jun-1730-Jun-205.607.39 146 - -(10)271 407
30-Jun-1730-Jun-215.607.97146 - -(10)- 136
08-Oct-1808-Oct-206.337.65- 289 ---289
08-Oct-1808-Oct-216.338.25- 144 ---144
08-Oct-1808-Oct-226.338.91- 144 ---144
Total 2,058577(144)(463)- 2,028
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.
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P38Comvita Financial Statements 2019 - P39
27. 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.
20192018
Employees in the scheme7565
Number of shares held30,91123,646
% of share capital0.06%0.05%
28. 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
28. 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, British Pounds and Chinese Yuan.
The Group hedges are based on net foreign currency receipts. At any point in time the Group hedges between 40% 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
2019
Non-derivative financial liabilities
Secured bank loans (99,250)(105,227)(1,695)(1,695)(101,837)--
Trade and other payables(29,471)(29,471)(29,471)----
Total non-derivative liabilities(128,721)(134,698)(31,166)(1,695)(101,837)--
Derivatives
Inflow-27,02917,6818,547367433-
Outflow(2,420)(29,329)(18,336)(8,914)(939)(1,141)-
Total(2,420)(2,300)(655)(367)(572)(708)-
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
Inflow18442,24331,0019,96156861894
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)
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P40Comvita Financial Statements 2019 - P41
28. FINANCIAL INSTRUMENTS (CONTINUED)
Currency risk
In thousands of New Zealand dollars
Group
2019
CNYAUDGBPHKDUSDOther
Trade receivables6,0025,0731,2629916,269920
Trade and other payables(2,050)(1,530)(570)(815)(1,630)(513)
Gross statement of financial position exposure3,9523,5436921764,639407
Forward exchange contracts (local currency)-2,8201,31729,2507,359-
2018
AUDGBPHKDUSDOther
Trade receivables17,5781,4601,0722,5582,216
Trade and other payables(2,298) (851)(667)(1,210)(412)
Gross statement of financial position exposure15,2806094051,3481,804
Forward exchange contracts (local currency)7,4951,77530,50014,100-
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 2019 assumes a
20 percent (30 June 2018: 20 percent) strengthening and weakening of the NZD.
2019201920182018
EquityIncome statementEquityIncome statement
+20%-20%+20%-20%+20%-20%+20%-20%
AUD491(737)--1,361(2,042)--
GBP461(692)--582(875)--
USD1,806(2,706)--996(1,494)--
HKD921(1,380)--951(1,428)--
JPY581(874)--526(793)--
Classification and Fair Values
The carrying amount of all assets and liabilities reflects the fair value. They are classified as follows:
ClassificationAsset or liability
Amortised costTrade and other receivables, cash and cash equivalents, trade and other
payables, loans and borrowings
Fair value through profit and or lossDerivatives
Fair value through OCIOther investments
NOTES TO THE FINANCIAL STATEMENTS
29. RELATED PARTIES
Transactions with key management personnel
The key management personnel consists of the Leadership team of Comvita.
Key management and director compensation comprised:
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Director fees514514
Short term employee benefits2,6632,625
KiwiSaver employer contribution4849
Share based payments 349403
Total3,5743,591
Other transactions with key management personnel
At 30 June 2019 Directors and other key management personnel of the Company control 4.84% (2018: 5.70%) of the voting shares of
the Company.
Other related party transactions
Brett Hewlett received $12,000 in consulting fees for his Executive Director Role (2018: $10,000 related to SeaDragon Directorship).
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 27) 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 $48,000 (2018: $41,000) and
balance due at 30 June of $8,600 (2018: $1,800).
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P42Comvita Financial Statements 2019 - P43
29. 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 JuneNot trading
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 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 Food (China) LimitedChina100%31 DecemberSelling and distribution
Comvita China LimitedHong Kong100%31 DecemberSelling 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
NOTES TO THE FINANCIAL STATEMENTS
30. COMMITMENTS
Operating leases as lessee
Non-cancellable operating lease rentals are payable as follows:
In thousands of New Zealand dollars
2019
30 June
2018
30 June
Less than one year5,5154,650
Between one and five years5,0553,986
Greater than five years1915
Total10,5898,651
Operating lease expense in the income statement4,3844,180
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 $4,500,000 (2018: $6,944,000) and will be paid over the next 3 years. The capital commitment
relates to plantation costs.
NOTES TO THE FINANCIAL STATEMENTS
Comvita Financial Statements 2019 - P44Comvita Financial Statements 2019 - P45
Independent auditor’s report
To the Shareholders of Comvita Limited
Report on the audit of 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 43:
i. Present fairly in all material respects the
Group’s financial position as at 30 June 2019 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 2019;
— The consolidated income statement,
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.
The key audit matter
Impairment of Non-Current Assets
Refer to the statement of financial position on page 6
and Note 3(j).
The Group has $118.8m of non-current assets. In light of
performance in FY19 and the Group’s net assets exceeding
market capitalisation at 30 June 2019, impairment of non-
current assets is considered to be a key audit matter. This is due
to the significance of the assets and the range of judgemental
assumptions about future performance.
The Group utilises value in use models to determine the
recoverable amount of the Group’s cash generating units (CGU’s),
which is then compared to the CGU’s net assets. In relation to
these models, 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.
How the matter was addressed in our audit
Our audit procedures included the following, amongst others:
— We assessed the Group’s determination of CGU’s 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;
— We assessed the value in use models for each CGU and
whether they are in accordance with the requirements of the
applicable financial reporting standards;
— We evaluated the appropriateness of key assumptions
including terminal growth rates applied and their impact on
estimated future cash flows;
— We involved valuation specialists to challenge key judgements,
which included weighted average cost of capital applied;
— We 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;
— We compared the calculated recoverable values to the
associated carrying amounts, and assessed whether any
impairment charges were required;
— We have assessed whether the identified impairment has
been applied to the appropriate assets within the affected
CGU;
— We examined conceptually and in detail why net assets
exceeded market capitalisation as at 30 June 2019; and
— We considered the appropriateness, sufficiency, and clarity of
related disclosures included in the Group financial statements.
Refer to Note 5 to the Financial Statements.
During the year the Group acquired Comvita Food (China) Limited
and Comvita China Limited (collectively referred to as Comvita
China). The Group previously owned 51% of Comvita China and
recorded it as an equity accounted investment.
Accounting for business combinations requires management to
make judgements in order to:
Our audit procedures included the following, amongst others:
— We reviewed sale and purchase agreements for the
acquisitions, to gain an understanding of the consideration
transferred, assets and liabilities assumed and timing of
business combination;
— We assessed the relevant facts and challenged the Group’s
assessment of the date at which the business combination
occurred;
— We evaluated the accounting entries to recognise the
previously held interests in Comvita China as a combined
business;
Business Combination - Comvita China
Comvita Financial Statements 2019 - P46Comvita Financial Statements 2019 - P47
The key audit matter
— Measure the fair value of the purchase consideration,
including shares issued by the Company;
— Measure the fair value of previously held interests in Comvita
China;
— Identify and measure the fair value of assets acquired and
liabilities assumed as part of the acquisition; and
— Allocate the purchase price consideration between identifiable
assets, liabilities and goodwill.
The calculations and assumptions underlying the fair value
assessments are both subjective and complex and the fair
values are sensitive to the assumptions adopted. This makes the
business combination accounting a key audit matter.
How the matter was addressed in our audit
— With the assistance of our Valuation and Accounting
specialists, we reviewed and challenged management’s
assessment of the:
— Fair value of the consideration given for the acquisition, in
particular the shares issued by the Company; and
— Fair value of the previously held interest in Comvita
China, in particular the valuation methodology, cash
flow forecasts and discount rates as presented in an
independent valuation commissioned by Comvita.
— We assessed the fair value of assets acquired and liabilities
assumed as determined by the Group and disclosed; and
— We considered the appropriateness of the disclosure of the
business combination in the financial statements against
relevant financial reporting standards
.
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.
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 Trevor Newland.
For and on behalf of
KPMG
Tauranga
22 August 2019
Comvita Financial Statements 2019 - P48Comvita Financial Statements 2019 - P49
Principal activity
The principal activity of the Company is that of manufacturing and marketing quality natural health products.
Dividend
A final dividend for the year ended 30 June 2018 was paid on 28 September 2018 at $0.02 per share.
Directors
In accordance with the constitution, all directors will continue in office, until the 2019 Annual Meeting, when two directors will retire by
rotation.
Directors’ remuneration for the year ended 30 June 2019
In thousands of New Zealand dollars
FeeOtherTotal
N.J Craig
124-124
L.N.E Bunt
83-83
S.J Kennedy
64-64
M.J Denyer
83-83
B Hewlett
691281
P Reid
64-64
X Wang (retired 02 April 2019)
27-27
Total
51412526
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:
STATUTORY INFORM ATION
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 – Volpara Health Technologies Limited
Director – Pukeko Pictures GP Limited
Director - Comvita Limited
Director – The Equanut Company Limited
Director – Christchurch International Airport Limited
Director – Software Education Holdings Limited
(ceased 31 March 2019)
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
Director – Comvita Limited
Chairman – Priority One Inc.
Director – Comvita New Zealand Limited
Director – Quayside Holdings Limited
Director – Bluelab Corporation Limited
DIRECTORS OF GROUP COMPANIES OTHER THAN SHOWN ABOVE
CompaniesDirectors
Apimed Medical Honey LimitedS P Coulter*
Bee & Herbal New Zealand LimitedS P Coulter*
Comvita Australia Pty LimitedS P Coulter*S J Pothecary*
Comvita China LimitedS P Coulter*M SaddG ZhuL Wang
Comvita Food (China) LimitedS P Coulter*M SaddG ZhuL Wang
Comvita Health Pty LimitedS P Coulter*S J Pothecary*
Comvita HK LimitedS P Coulter*M SaddM Wong*
Comvita Holdings HK LimitedS P Coulter*M SaddM Wong*
Comvita Holdings Pty LimitedS P Coulter*S J Pothecary*
Comvita Holdings UK LimitedS P Coulter*M Sadd
Comvita IP Pty LimitedS P Coulter*S J Pothecary*
Comvita Japan Company LimitedS P Coulter*R Shida*M Wong*
Comvita Korea Co LimitedS P Coulter*J Park*
Comvita Landowner Share Scheme Trustee
LimitedS P Coulter*
Comvita New Zealand LimitedN J CraigM J DenyerB D Hewlett*
Comvita Share Scheme Trustee LimitedM J DenyerJ M Keast*
Comvita Taiwan LimitedS P Coulter*
Comvita UK LimitedS P Coulter*M Sadd
Comvita USA, IncS P Coulter*M Sadd
Green Life (New Zealand) Product LimitedS P Coulter*M Wong*
Jonno Developments LimitedS P Coulter*
Kiwi Bee Medical LimitedS P Coulter*A J Bougen C T Baskin*
Kyoto Forests of New Zealand LimitedS P Coulter*
Medibee LimitedS P Coulter*
Medihoney Europe LtdS P Coulter*M Sadd
Medihoney Pty LtdS P Coulter*S J Pothecary*
New Zealand Natural Foods LimitedS P Coulter*M 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
STATUTORY INFORM ATION
Comvita Financial Statements 2019 - P50Comvita Financial Statements 2019 - P51
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--19,72484,999
S.J Kennedy(63)(651)4,16525,115
M.J Denyer--2,00011,400
B.D Hewlett (42,596)(234,306)33,167121,822
P.R.T Reid --15,00052,650
Directors Shareholding
Directors, or entities associated with directors, held the following shareholding in Comvita Limited at 30 June 2019:
DirectorOpening BalanceShares Sold/
Transferred
Shares Purchased/
Transferred
Closing Balance
N.J Craig
Beneficial
Custodial Services Limited
(A/C 4)
500,000--500,000
Eaglesham Trust420,000--420,000
Sheryl Denise Tebbutt75,000--75,000
Anna Beth Craig15,000-10,00025,000
Custodial Start Scheme1,374-9,72411,098
Non-beneficial170,000--170,000
Total1,181,374-19,7241,201,098
S.J Kennedy
Beneficial
S.J Kennedy4,700-4,1658,865
Custodial start scheme7,151(63)-7,088
Total11,852(63)4,16515,953
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. Denyer4,000--4,000
Eze Trust2,000-2,0004,000
Non-beneficial (Employee Share
Purchase Scheme)
23,646-7,26530,911
Total29,646-9,26538,911
P.R.T Reid
Beneficial
Craigs KiwiSaver Scheme
Account33,000-15,00048,000
Total33,000-15,00048,000
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 12-month period to 30 June 2019 the following numbers of employees received remuneration of at least $100,000.
Number of employees
$100,000 to $110,00014
$110,000 to $120,00012
$120,000 to $130,00011
$130,000 to $140,0006
$140,000 to $150,0003
$150,000 to $160,0003
$160,000 to $170,0009
$170,000 to $180,0006
$180,000 to $190,0001
$190,000 to $200,0007
$240,000 to $250,0002
$250,000 to $260,0002
$260,000 to $270,0002
$270,000 to $280,0003
$310,000 to $320,0001
$500,000 to $510,0001
$530,000 to $540,0001
$560,000 to $570,0001
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 $22,000 (2018: $24,000). The Company also made donations of products to charitable
organisations.
DirectorOpening BalanceShares Sold/
Transferred
Shares Purchased/
Transferred
Closing Balance
B.D Hewlett
Beneficial
Brett Donald Hewlett80,490(20,000)-60,490
YRW Trustees 2005 Limited300,268(22,504)33,125310,889
Brett Donald Hewlett – Start
Scheme
13,489(92)4213,439
Total394,247(42,596)33,167384,818
Beneficial 1,506,472(42,659)74,0561,537,869
Non-beneficial193,646-7,265200,911
Total1,700,118(42,659)81,3211,738,780
DIRECTORS OF GROUP COMPANIES (CONTINUED)
STATUTORY INFORM ATION
Comvita Financial Statements 2019 - P52Comvita Financial Statements 2019 - P53
SHAREHOLDER ANALYSIS
Analysis of shareholder by size as at 1 August 2019
Category
No of shareholdersShares heldPercentage of
shareholders
Percentage of
shares
Up to 1,000 shares 1,299675,81663.52%1.4%
1,001 – 5,000 shares 1,190 2,906,9689.29%5.8%
5,001 – 10,000 shares 291 2,121,08214.23%4.3%
10,001 – 100,000 shares2335,956,97411.39%12%
100,001 shares or more3238,025,8491.56%76.5%
Total3,045* 49,686,689 100.0%100.0%
*This number does not include a number of shareholders within Custodial and Nominee companies
Top 20 shareholders as at 1 August 2019
ShareholderShares heldPercentage of
shares
Li Wang 8,352,736 16.76%
China Resources Ng Fung Limited 4,582,000 9.20%
Kauri NZ Investments Limited 3,558,077 7.15%
Alan John Bougen & Lynda Ann Bougen & Graeme William Elvin 2,031,749 4.08%
Custodial Services Limited – Account 3 1,810,940 3.64%
Li Sun 1,376,000 2.76%
Custodial Services Limited – Account 4 1,288,301 2.59%
Junxian Li 1,036,389 2.08%
JBWere (NZ) Nominees Ltd 1,018,054 2.05%
Maori Investments Limited 1,000,000 2.01%
Robert Bertram Tait & Jane Gibbons Tait & Ian James Craig 935,000 1.88%
FNZ Custodians Limited 908,109 1.82%
Premier Nominees Limited 795,244 1.60%
Citibank Nominees (NZ) Limited 792,100 1.59%
Accident Compensation Corporation 622,157 1.25%
Aju Pharm Co Limited 600,000 1.21%
Bnp Paribas Nominees NZ Limited 582,203 1.17%
Forsyth Barr Custodians Limited 580,763 1.17%
Custodial Services Limited – Account 2 526,430 1.06%
HSBC Nominees (New Zealand) Limited 525,544 1.06%
Other 16,764,893
33.87%
Total Ordinary Shares**49,686,689 100%
** does not include 2,027,500 partly paid redeemable share entitlements as detailed in Note 26 to the annual accounts
Substantial security holders as at 1 August 2019
ShareholderShares heldPercentage of
shares
Li Wang
8,352,736 16.76%
China Resources NG Fung Limited
4,582,000 9.20%
Kauri NZ Investments Limited
3,558,077 7.15%
STATUTORY INFORM ATION
DIRECTORY
DIRECTORS
COMVITA BOARD OF
DIRECTORS
Neil John Craig
Lucas (Luke) Nicholas Elias Bunt
Sarah Jane Kennedy
Murray John Denyer
Paul Robert Thomas Reid
Brett Donald Hewlett
Xin Wang (retired 02 April 2019)
Sarah Ottrey (retired 13 July 2018)
REGISTERED OFFICE
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.com
BANKERS
WESTPAC BANKING
CORPORATION
Level 8
16 Takutai Square
PO Box 934
Auckland 1140
AUDITORS
KPMG TAURANGA
Level 2
247 Cameron Road
PO Box 110
Tauranga 3140
SOLICITORS
SHARP TUDHOPE
Level 4
152 Devonport Road
Private Bag TG12020
Tauranga 3110
SHARE REGISTRY
LINK MARKET SERVICES
LIMITED
PO Box 91976
Auckland 1142
Comvita Financial Statements 2019 - P54Comvita Financial Statements 2019 - P54
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
2501 - 2502 No. 7018 Sunhope E-Metro
Caitan Road
Futian 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
KOR E A
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
---
ANNUAL
REPORT
• 2019 •
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Financial summary
From the Chairman
China market
North American market
Building our brand
around the globe
Extending our leadership
in Manuka supply
Propolis
Olive Leaf Extract
Sustainability
Board of Directors
Leadership Team
Financials
Governance
CONTENTS
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6
8
10
12
14
16
17
18
20
21
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In thousands of New Zealand dollars
30-Jun-1930-Jun-1830-Jun-17
15 MONTHS
30-Jun-1631-Mar-15
Operating revenue171,104178,493155,879230,743152,702
Operating revenue growth(4)%15%(32)%51%32%
Export revenue %80%79%77%76%68%
Gross profit63,76273,19562,141117,31171,552
Gross profit %37%41%40%51%47%
EBITDA (i)(20,443)20,51819,81239,44522,950
EBITDA % of operating revenue(11.9)%11.5%12.7%17.1%15.0%
Earnings before interest and
tax - EBIT
(26,864)14,33612,98430,79917,414
Net profit before tax - NPBT(31,125)11,1399,35226,29914,489
NPBT as a % of revenue(18.2)%6.2%6.0%11.4%9.5%
Net profit after tax - NPAT(27,717)8,2119,82218,47710,244
NPAT % of revenue(16.2)%4.6%6.3%8.0%6.7%
Total assets310,638318,567256,692243,268199,722
Total assets per share6.277.056.116.155.07
Total shareholder funds173,355189,692163,875131,839118,679
Shareholder equity ratio55.8%59.6%63.8%54.2%59.4%
Net debt88,93691,75361,92884,02026,093
Net debt to equity ratio51.3%48.4%37.8%63.7%22.0%
Net debt to EBITDA(4.4)4.53.12.11.1
Net interest cover(6.3)4.53.66.86.0
Earnings per share NPAT
(NZ Cents)
(61.05)18.2523.7446.9129.88
Dividend per share (NZ Cents)0.006.002.0018.0013.00
Return on Sales - ROS (ii)(15.7%)8.0%8.3%13.4%11.4%
Return on Capital Employed -
ROCE (iii)
(10.2%)5.1%5.8%14.3%12.0%
FINANCIAL SUMMARY
2015-2019
(i) EBITDA – earnings before interest, tax, depreciation, amortisation
(ii) ROS = EBIT / Total Operating Revenue
(iii) ROCE = EBIT / (Total Shareholder Funds + Net Debt)
2 019 K E Y
ACHIEVEMENTS
Strategic investment
in Apiter
100% ownership of
China Joint Venture
Expansion of
plantation
programme
Opening of new
warehouse in
Paengaroa
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The 2019 financial year (FY19) started with
an optimistic view around the 2018-19 honey
season and a forecasted upward trajectory
on sales, particularly for North America and
China. However, what materialised was far
from desired.
Supply
Comvita was impacted by a third poor
Manuka honey season in a row, due to
weather events affecting production and
overstocking of hives by the industry. We
materially reduced the fixed cost component
of our apiary business Kiwi Bee, but not
enough to counter these two major impacts
and as a result Kiwi Bee incurred a loss of
$6m in FY19. In response, and in anticipation
of the 2019-20 harvest commencing
October in Northland through to February
in the King Country, we have further
reduced apiary overhead costs, but more
importantly limited hives to sites where
honey production is reliable year upon year.
The first material quantities from our own
high UMF™ Manuka plantings will also start
to positively assist Kiwi Bee profitability.
A big impact on our cost of goods came
from the Ministry for Primary Industries’
(MPI) certification standards, defining what
can be exported overseas as New Zealand
Manuka honey. These standards, while not
perfect, are beneficial for the industry in
eliminating ‘cowboys’ from exporting packed
Manuka honey which is not true to label.
However, MPI regulations had an unintended
consequence for Comvita in FY19. While
Comvita supports MPI’s export definition
for monofloral Manuka honey, we believe the
same standard should also be enforced for
monofloral Manuka honey sold domestically
in New Zealand. We also believe the export
definition for multifloral Manuka honey
should be removed entirely, as it is causing
customer confusion.
For non-Manuka honey, the MPI definition
took the heat out of pricing but also
brought the non-Manuka price back in line
with global honey prices. Wholesale prices
dropped from $8-12/kg in 2018 to $4-5/kg
today, as honey that looked like Manuka
honey, but wasn’t, could no longer be sold
as Manuka resulting in a significant impact.
All apiaries targeting Manuka, produce
non-Manuka honey as ‘bycatch’, so the
profitability of all New Zealand apiaries fell.
We anticipated this and acted accordingly
in the wholesale market for honey in
New Zealand.
We also anticipated the shortage of MPI
compliant honey and built high quality
UMF™ Manuka honey inventory and
purchased non-Manuka honey only where
needed to maintain long-standing industry
relationships. Apart from Manuka honey
held in markets ready for sale around the
world, all this inventory is stored in our
new state of the art, climate-controlled
warehouse at Paengaroa, Bay of Plenty.
Sales
We expected our fledgling North American
sales to large supermarket chains and
e-commerce sites, such as Amazon and
various other customers, to reach $25m
in FY19, when in reality they were around
FROM THE CHAIRMAN
NEIL CR AIG
half of this at $13m. While we expected
an American supermarket chain to
recommence purchasing in the second
quarter of FY19, this did not occur until nine
months later, due to their overstocking of a
competing brand. Delivery of our first 2019
orders to this chain were made in June and
we are now expecting regular orders well
into the future.
We also realised early in FY19, our pricing
strategies into China were not providing
the right incentives to our New Zealand
and Australian daigou customers reselling
into China. This also impacted our direct
customers through our Chinese distribution
joint venture (JV) in Shenzhen and the
cross-border e-commerce (CBEC) platforms
we were directly selling to. This pricing
realignment and marketing programme
involved protracted negotiations with a
number of parties, and as such, wasn’t
complete until the final quarter of FY19.
We now have an ongoing tactical approach
to maintaining competitive and cohesive
pricing across all channels into Asia.
On 1 January 2019, China implemented
new regulations on daigou traders creating
added costs on daigous and uncertainty
around other regulatory issues that may
impact their future sales. This created a
more volatile and less predictable sales
pattern through this channel for Comvita.
While still a valuable outlet for Comvita
products, this volatility has driven us to
reduce our future reliance on daigou sales.
On a positive note, the acquisition of
the remaining 49% stake in our China
distribution JV (largely for shares in
Comvita) was a significant step in
mitigating regulatory changes and providing
a platform for future growth, as well as
consolidation of back office costs in the
region. Already, our 100%-owned China
business is showing strong sales growth,
given we now have greater control over
Chinese pricing, marketing and our
product mix.
Looking Ahead
FY19 finished profitably in the last quarter
as most significant market place sales
issues had been resolved. Our focus is now
repositioning Comvita to ensure we produce
sustainable profits.
This will be achieved through:
•Concentrated sales and marketing efforts
in our core markets of China and greater
Asia, North America, with other markets
continuing to contribute to profits.
•Our Chinese based distribution business
taking a more prominent role in coordinating
all sales through the different channels into
China.
•Reducing overhead costs, both in
New Zealand and offshore.
•Reducing cost of goods for our core
ingredients of Manuka honey and Propolis.
•Ensuring our apiary arm is profitable under
all reasonable scenarios.
•Contribution from our Manuka planting
programme’s high UMF™ cultivars,
developed over 12 years.
On 6 June 2019, we announced a strategic
review of our business, headed by Executive
Director, Brett Hewlett. We also announced
the resignation of CEO Scott Coulter.
The search for a new CEO from outside
of Comvita is well underway. Given Brett
Hewlett’s past role as CEO for 10 years
(retired in 2016), we will ‘hand through’ to
the new CEO a business unshackled from
legacy assets and issues, ready to produce
sustainable profits. The goodwill write-down
included in the FY19 financial statements is
a direct result of this strategic review.
Share Price
The sharp decline in Comvita’s share price
from $5.60 in December 2018 to $2.73
(at 31 August 2019), weighs heavily on
the Board of Comvita. We acknowledge
the current share price is the result of
successively missing financial forecasts and
the expectations of analysts. This decline
was exacerbated by being removed from
the NZX50 Index on 21 December 2018,
based on market capitalisation relative to
other listed shares by Standard & Poor’s.
A sustained recovery in the share price
will occur only when we regain investor
confidence in Comvita being able to trade
profitably on a sustainable basis. The Board
is committed to achieving this.
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On 30 June 2019 we completed the
acquisition of the remaining 49% of the
China JV.
Chinese consumers are our largest customer
base and this acquisition is significant for
Comvita shareholders. This now means
sales and profitability can be consolidated
and fully captured to show the underlying
performance of the Chinese market.
The China business is based in Shenzhen,
just across the border from Hong Kong,
and has over 100 retail locations covering
all of the major tier one Chinese cities. It is
supported by a fast-growing e-commerce
business supplying major platforms such
as Tmall and JD.com and cross-border
e-commerce sites such as Kaola.com, Tmall
Global and TDI.
Having had an in-market presence in
China for more than 15 years, Comvita is
the market-leader for Manuka honey in
mainland China, owning four of the top five
selling Manuka honey product lines.
Within tier one Chinese cities, 70% of
consumers who engage in the Manuka honey
category know the Comvita brand. No other
New Zealand honey company comes close
to Comvita in terms of market penetration,
brand awareness and consumer loyalty.
Many Chinese consumers choose to display
a jar of our Manuka honey in their home as a
sign of prosperity and care for their family’s
general wellbeing.
Comvita’s market-leading position provides
a very strong platform for further growth
inside China compared to our competitors.
During FY19 we invested in Manuka
honey brand marketing and e-commerce
sales event promotions in-market. In
January and February 2019, we ran a key
opinion leader (KOL) and social influencer
campaign, with well-known Chinese
celebrities such as Du Ruo-Xi and Wu Xin,
combined with a Manuka honey educational
activity. Brand exposure and engagement
increased significantly during this period
with more than 1.6 million views across a
variety of digital platforms, and seasonal
Chinese New Year sales increased 19%
versus the prior year.
In addition to strong consumer brand
preference, Comvita has a distinct
competitive advantage in China with
an integrated digital marketing and
e-commerce team on the ground.
This digital capability allows us to
successfully navigate and leverage the
world’s most complex social media and
e-commerce eco-systems, and positions
us well to grow customer value and brand
loyalty into the future.
With China’s middle class expected to
double over the next five years, from 300
million to 600 million people, and with the
imported functional foods market growing
at 18% for the past eight years to $1.54
billion, there are significant opportunities
to grow. Comvita is well positioned to take
advantage of this growth as the exemplar
Manuka honey and Propolis brand.
CHINA MARKET
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In FY19 we launched market-specific
Manuka honey packaging for North
America. The new packaging highlights
key attributes and conveys a more natural
and premium look. It has been very well
received by the retail trade and consumers,
as demonstrated by over a 20% lift in same
store sales in Costco Canada.
This refreshed look for Comvita Manuka
honey also helped the team secure new
distribution with Vitamin Shoppe, Thrive
Market, Vitacost, iHerb, and natural retailers
via KeHE Distributors. Comvita engaged
Presence Marketing as our broker partner
to assist in further developing natural and
grocery retail sales channels.
FY19, the Comvita Manuka honey range
gained both Non-GMO Project Verification
and Certified Gluten Free status. Both
certifications are considered important to
North American consumers, and both seals
are being featured on new packaging.
Sales on our Comvita USA e-commerce
site www.comvita.com, increased 76%
year -on -year. This growth was driven
primarily through integrated and timely
digital marketing and social media
campaigns. Black Friday promotions
throughout November 2018 helped
yield the largest revenue month ever for
www.comvita.com, while an environmentally
focused #WeCanBeeHeroes campaign in the
lead up to World Bee Day in May 2019 helped
achieve the site’s second largest sales month.
With a strong e-marketing subscriber base
and social media following within the USA,
another double-digit sales growth year is
anticipated for www.comvita.com in FY20.
Public relations campaigns garnered
media attention for Comvita in-market,
including coverage on Good Morning
America, Extra TV, O Mag, Women’s
Health Magazine, Parade, Bloomberg and
POPSUGAR.
Since July 2018, Comvita has earned
more than 540 million impressions across
94 outlets, many of which have a global
audience.
Looking forward, we are confident in
our ability to grow a significant Manuka
value-add business in North America.
The new Comvita Kids range of soothing
syrups and pops, fill an in-market need
for an efficacious, palatable Manuka
honey-based product line aimed at families
with children, seeking relief from cough
and colds. Prior to launch, we have been
successful in gaining commitments from
Whole Foods nationally, CVS (the country’s
largest pharmacy chain), and other premium
online and brick and mortar retailers. These
products are launching instore and online in
September 2019.
Comvita is excited for the opportunities
which lie ahead in North America and
Canada. With a long-term view in mind,
consumers are gaining confidence in the
Comvita brand and our innovative
product lines.
With a balanced focus on profitable growth,
we will make strides to extend retail
distribution and build brand prominence.
We will continue to increase sell-through
in current accounts by building consumer
awareness and demand of Comvita
Manuka honey across the large
North American market.
COMVITA RESONATES WITH
NORTH A MERICA N CONSUMERS
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Strengthening the core Comvita Manuka
honey range was a main priority for FY19.
Refreshed Manuka honey packaging across
all markets, and significant improvements to
e-commerce sites, helped deliver a greater
consumer experience. Comvita invested in
marketing to grow brand awareness in the
USA and extend our market-leading brand
position in China.
Comvita has continued to invest in
consumer education in key markets.
In China, we partnered with a leading
Shanghai-based digital marketing agency
to localise and communicate our source-
to-shelf and quality stories for Weibo,
WeChat and Little Red Book social media
platforms. Following this brand investment
and increased activation capability in
China, online and offline sales across key
Chinese shopping periods (11-11 Singles
Day, Chinese New Year and 6-18 Shopping
Festival), were 50% higher than the previous
year, helping to drive a strong result for the
China market in FY19.
In September 2019, we unveiled our new,
premium Manuka honey packaging to
Chinese consumers at an ‘immersive brand
activation’ inside a premier Shanghai
mall. Manuka Honey Natural World, an
interactive display covered 200m
2
of retail
space, promoted the Comvita source-to-
shelf advantage and unique heritage story.
A live stream of the opening ceremony
was viewed by 67 million people, and the
brand experience was amplified online via
a comprehensive digital and e-commerce
campaign fronted by Chinese celebrities
and KOLs.
In North America, we have grown Comvita
brand awareness and relevance through
consistent investment in integrated digital
marketing, social media, and public relations
campaigns. Commencing in March 2019,
our ongoing ‘This is Real Manuka Honey’
social media campaign has reinforced the
key rational attributes of Comvita Manuka
honey, such as our New Zealand provenance,
dedication to quality and use of the UMF™
grading system, which differentiate us from
other competitors in-market.
We have also had some great brand
activations outside of China and North
America.
In Hong Kong, Comvita launched four of
our top selling products into Hong Kong’s
leading pharmacy chain Mannings. This
new channel will allow us to increase brand
presence with local Hong Kong consumers
throughout 200 point of sale locations.
In Australia, Comvita strengthened
relationships with the daigou community
by hosting numerous official brand events,
which included educational product training
for both Manuka honey and Propolis ranges.
In Japan, Comvita was the largest selling
(daily) brand on leading e-commerce giant
Rakuten twice during December 2018.
In Korea, Comvita expanded its travel retail
distribution to 15 major duty-free stores,
including international airports and three
airline inflight shops. This will grow visibility
of the brand and increase availability of
products to hundreds of thousands of
international travellers.
BUILDING OUR BR AND
AROUND THE GLOBE
Photos from left to right.
• American social media influencer Becky
LaChance’s Manuka honey facemask.
• A Comvita #WeCanBeeHeroes’ limited
edition tote bag.
• Chinese fashionista 菜花美少女Monica at
Manuka Honey Natural World in Shanghai.
• Chinese celebrity Xie Na taste tests
Comvita Manuka honey.
Comvita is a registered trade mark of Comvita Limited.
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E X T E N D I NG
O U R L E A D E R S H I P
IN MANUK A SUPPLY
Our ongoing research programme is
examining the use of technology to add
further value to our apiary business and
mitigate for inclement weather patterns.
We are using technology to monitor and
track the performance of our hive sites,
including detailed surveillance of flowering
timing and patterns, nectar flow and
honey collection, in order to improve apiary
performance and the yield and quality of
honey crops. This will enable our beekeepers
to be more selective about where they place
hives and know when they have optimised
the collection of high quality honey in any
given season.
Working with strategic research partners,
we are pioneering the use of technology in
the apiary space to drive productivity and
quality gains. We are employing remote hive
sensors, image capture, data integration
and analysis to support decision-making in
real-time.
We are developing a single, integrated
system to capture plantation, apiary,
research, operational data and learnings
to build capability and improve overall
performance. The deployment of this
strategic technology will enhance our
beekeepers’ craft through informed data
driven decision making, enabling a quick
response to intervene when conditions or
events change.
We firmly believe precision beekeeping
and plantation development, enabled
by the right technology at the right
time, will continue to deliver substantial
improvements in bee and hive health,
productivity and quality of our honey.
FY19 was another successful year for
Comvita’s industry-leading Manuka
plantation programme, with the anticipated
improvement benefits realised.
Our Manuka improvement programme
continued to add value by extending
flowering periods, improving flowering
abundance and nectar DHA (compound in
the nectar which gives high UMF™ rated
Manuka honey) to optimise both quality and
quantity of honey harvests. This allows us
to deploy the best possible cultivars to our
Manuka site developments.
During FY20, we will extend our nursery
capacity to commence the ‘companion
planting’ programme. Working closely
with research entity ‘Trees for Bees’ the
best natural sources of protein have been
identified to ensure spring build up and
post season recovery for the bees. The
appropriate companion plants will be
introduced to complement each of our
plantation developments throughout
the country.
While agronomic trials continue, Manuka
farming and land development were in full
swing during FY19, with over 2,000 hectares
being planted (2.3 million seedlings) across
the North Island and commercial trials in
the South Island. Our relationship with
MyFarm helped accelerate the plantation
programme, with 1,200 hectares of the
Waimarie Manuka Limited Partnership
site planted in the latest high performance
cultivars from Comvita. Plantings completed
during 2019 will be available for their first
honey harvest in the summer of 2022/23.
We have another 2.8 million seedlings in
preparation for planting next winter, 2020.
Our early commercial plantings from
2017 will come into production during the
upcoming 2019-20 beekeeping season.
Photos from left to right.
• Comvita Manuka seedlings in a
nursery setting in Hastings.
• ModuSense satellite-connected remote
monitoring equipment on Kiwi Bee hives
• Electronic tracking of hives and
honey boxes
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PROPOLIS
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Revered for its immunity supporting
properties, Comvita sold more than $22
million of pure and value-added Propolis
products during FY19.
As our key supporting category to
Manuka honey, we will further invest
in Propolis marketing in FY20, to drive
demand across China, South Korea and
Hong Kong, where the natural health
benefits of Propolis are widely understood
by consumers.
Inside mainland China, we began seeking
out new retail distribution opportunities
with our Blue Hat registered Propolis
PFL15™ products. Comvita is the only
New Zealand company inside China with
Blue Hat registered Propolis capsules.
This differentiates us from competitors
allowing us to sell Propolis as a supplement
in domestic retail and via e-commerce
channels.
With full ownership of the China business
and an unconstrained supply of high quality
Propolis, we will create new offerings to
grow our share in the large Chinese Propolis
category.
Supply Partnership
Comvita’s 20% strategic investment in Apiter
S.A. in Uruguay in FY19 provides ongoing
security of supply of pure, flavonoid-rich
Propolis, as well as access to Apiter’s world-
class pharmaceutical manufacturing facility.
In February 2019, we initiated a
Comvita-Apiter joint product development
programme. This has allowed us to tap into
Apiter’s four decades of Propolis production
expertise and begin updating Comvita’s
Propolis product lines to meet changing
consumer needs, while creating new
innovative products which are relevant to
Asian consumers.
OLIVE LEAF EXTR ACT
FY19 was a period of consolidation for
the Olive Leaf Extract range, focusing
on the domestic Australian market.
A significant win for the range was securing
national distribution in Australia’s largest
supermarket chain. Comvita Olive Leaf
Extract capsules and liquid launched
into this leading supermarket chain just
prior to summer and achieved positive
month-on-month sales growth in the lead
up to winter 2019.
A key priority during FY19 was to refocus
marketing resources ahead of winter 2019 to
optimise return on investment. This centered
on developing a highly targeted through
the line campaign to “win winter” 2019 by
reactivating the Comvita brand with core
consumers following the slow 2018 season.
During June this year, Comvita recorded
all -time high market share results for Olive
Leaf Extract sold in pharmacy.
In FY20, we will continue to strengthen
our position in Australia by refreshing our
Olive Leaf Extract range and its packaging
to offer even greater efficacy and improved
navigation for our consumers. In terms of
production, we will focus on continually
improving product development lead
times and increasing the efficiency of our
source-to-shelf supply chain.
Photos from left to right.
• Propolis Oral Spray.
• Olive Leaf Extract liquid is a great
addition to healthy smoothies.
• Comvita’s olive leaf farm in Coominya,
Queensland.
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SUSTAINABILIT Y
Building on our long-term commitment to
sustainability, practiced over four decades,
the Comvita Sustainability Steering Group
refreshed our sustainability roadmap during
FY19, for a more structured approach to
all sustainability initiatives we undertake.
Now, all sustainability activities fall into one
of three workstreams; People, Planet or
Prosperity.
People
Since September 2018, our Sustainable
Beeswax Food Wraps programme has
helped save 177km of cling wrap from going
to landfill. In FY19, Comvita taught more
than 1,000 New Zealanders to make 2,300
beeswax food wraps, using wax from Kiwi
Bee hives.
Comvita’s holistic staff wellbeing
programme BWell was rolled-out to teams
across Australia and New Zealand. As part
of this Toi Te Ora Public Health programme,
Comvita will focus on three priority
wellbeing areas (healthy eating, physical
activity, mental health) to gain bronze
accreditation.
Staff headed out into the community to
support not-for-profit causes, utilising
their annual Helping Hands leave. They
volunteered with the Graeme Dingle
Foundation, Coast Care and others.
Planet
We planted 2.3 million Manuka seedlings
during FY19 providing potential
sequestration of 135 tonnes of carbon.
During FY20, we expect to plant another
2.8 million seedlings.
We opened our new sustainably designed
warehouse in Paengaroa, which features
New Zealand’s third largest solar panel
installation. This system reduces energy
consumption onsite at Comvita Paengaroa
by 25,000kW annually.
We began taking steps to reduce our impact
on the environment by seeking out more
sustainable honey packaging solutions.
Shortly, all Comvita honey jars will be made
of 50% recycled plastic (rPET).
Prosperity
We established clear preferred supplier
protocol, ensuring all suppliers we do
business with meet specific safety and
sustainability standards
Photos from left to right:
• Comvita’s new warehouse features New Zealand’s third
largest solar panel installation.
• Eighty Paengaroa School students made beeswax wraps
with Comvita.
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NEIL CRAIG
NON-EXECUTIVE CHAIRMAN
BRETT HEWLETT
EXECUTIVE
DIRECTOR
LUKE BUNT
INDEPENDENT
DIRECTOR
MURRAY DENYER
INDEPENDENT
DIRECTOR
(retired on 16 August 2019)
LEADERSHIP TEAM
AS AT 31 AUGUST 2019
BOARD OF DIRECTORS
AS AT 31 AUGUST 2019
SARAH KENNEDY
INDEPENDENT
DIRECTOR
PAUL REID
INDEPENDENT
DIRECTOR
XIN WANG
INDEPENDENT
DIRECTOR
(retired 2 April 2019)
SCOTT COULTER
CHIEF EXECUTIVE
OFFICER
SIMON POTHECARY
CHIEF SALES OFFICER
BEN SHAW
CHIEF MARKETING
OFFICER
SAADA MCNAMEE
CHIEF PEOPLE &
CULTURE OFFICER
COLIN BASKIN
CHIEF SUPPLY CHAIN
OFFICER
JULIANNE KEAST
CHIEF FINANCIAL
OFFICER - ACTING
MARK SADD
CHI EF COMMERCIAL
OFFICER
(resigned 17 May 2019)
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FINANCIAL COMMENTARY
Comvita’s net profit after tax (NPAT) for the year
ended 30 June 2019 was a loss of $27.7m compared
to a profit in FY18 of $8.2m. Operating NPAT was a
loss of $7.6m compared to a profit of $9.3m in FY18,
while operating EBITDA was $0.0m compared to
$21.6m in FY18.
Operating Profit
Revenue for the year was $171m, compared to $178m
in FY18, a decrease of 4%. There was a decline in
the North America segment of $13m due to a gap
in orders from a large supermarket chain and a
pipeline fill in FY18. Gross margin has decreased
from 41% to 37% due to the poor honey season and
MPI certification standard changes in early 2018.
Operating expenses have increased by 13% on the
prior year, due to an increased focus on marketing
and consolidating one month of the Comvita China.
Operating expenses were 43% of revenue, compared
to 36% in the prior year.
Financial and Other Income
Financial income of $0.5m (2018: $1.8m) relates to
interest income, the comparable year also included
foreign exchange gains of $0.9m. Financial expenses
of $6.7m (2018: $5.0m) was primarily for interest of
$4.8m (2018: $3.9m) and a foreign exchange loss of
$0.9m. Other income of $6.6m (2018: $4.9m) largely
related to a gain of $4.1m on the Comvita China
acquisition achieved in stages.
Equity Accounted Investees
Net earnings from equity accounted investees was
$0.4m (2018: $1.9m). This was positive Comvita
China earnings for 11 months before consolidation,
offset by losses made by the apiary joint ventures,
similar to our own apiary business. The impairment
of equity accounted investees primarily relates
to a $2.3m impairment recognised against the
Putake investment, which has been impacted by the
unfavourable honey seasons and the change in the
MPI certification standard.
Impairment of Goodwill
Following interim conclusions drawn from the current
strategic review, the Board acted conservatively and
recognised an impairment of goodwill in UK, Apiary
and Olive Leaf business units of $19.8m.
Reconciliation of NPAT Operating
The following is a reconciliation from NPAT to NPAT
operating.
Net Debt, Cash Flow and Financial Position
Net debt has decreased by $2.8m to $88.9m. Net
inflow on operating activities was $21.1m which
largely related to collection FY18 of debtors which
were overdue mainly from Comvita China. Net
investing outflow of $17.7m primarily related to the
construction of the new warehouse at Paengaroa
and an investment in Apiter, a propolis manufacturer.
Comvita has continued to operate within its agreed
funding covenants and there is sufficient headroom
on the funding facility.
JULIANNE KEAST
CHIEF FINANCIAL OFFICER
- ACTING
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FINANCIAL COMMENTARY
Financial Performance
For the period ended 30 June30 June 201930 June 2018
In thousands of New Zealand dollars
Revenue171,104178,493
Cost of sales(107,343)(105,298)
Gross profit63,76173,195
Selling and marketing expenses(43,726)(37,865)
Administrative expenses(19,739)(15,953)
Distribution expenses(8,394)(8,095)
Research and development expenses(1,689)(3,118)
Subtotal operating expenses(73,548)(65,031)
Other income6,5834,931
Operating (loss)/profit before financing costs(3,204)13,095
Finance income5241,777
Finance expenses(6,667)(4,973)
Net finance costs(6,143)(3,196)
Share of profit of equity accounted investees4481,921
Impairment of equity accounted investees(2,401)(681)
Impairment of goodwill(19,825)-
(Loss)/profit before income tax(31,125)11,139
Income tax benefit/(expense)3,408(2,928)
(Loss)/profit for the year
(27,717)8,211
Inventory has increased by 13% or $15.7m, primarily
in finished goods related to the consolidation of
Comvita China’s inventory. Inventory was subject to
a comprehensive internal review that supported the
carrying value at balance date. Trade receivables
decreased by $24.9m to $30.9m, due to payment of
the significant debtors balance owing at the prior
year-end.
Overall non-current assets stayed consistent with
the prior year at $118.8m. There was a decrease
in the investment in equity accounted investees of
$20.9m, due to Comvita China investment now being
consolidated and SeaDragon now being recognised
as an investment, offset by the investment in
Apiter in the current year of $9m. Balancing out
this decrease was an increase in property, plant and
equipment, related to the new warehouse.
Goodwill of $25.3m has been recognised in FY19
related to the acquisition of the remaining 49% of
Comvita China. A goodwill impairment of $19.8m has
been recognised in the current year, of which $16.2m
related to the Australian segment, specifically the
Olive Leaf Australia business.
Equity
Equity has decreased by $16.3m, as a result of a
net loss after tax of $27.7m and a $13.5m increase
in share capital, primarily from shares issued for
acquiring the remaining 49% of Comvita China.
Dividend for FY19
Due to the operating loss made in the FY19 year, no
dividends were paid.
Conclusion
FY19 has been another challenging year. There is a
continued focus on working capital optimisation,
reducing debt levels and returning to profitability in
the year ahead.
In millions of New Zealand dollarsFY19FY18
NPAT(27.7)8.2
Add back non-operating items:
Gain on deemed sale of 51%
of Comvita China
(4.1)
Comvita China - release of inventory
fair value – 1 month
0.6
Goodwill impairment19.8
Equity accounted investees
impairment
2.40.7
Equity accounted investees - Other (0.1)(0.8)
Fair value movements - SeaDragon 1.01.1
Fair value movements – Other (net
of tax)
0.5
NPAT - operating(7.6)9.3
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FINA NCI A L HIGHLIGHTS
Financial Position
As at 30 June20192018
In thousands of New Zealand dollars
Assets
Property, plant and equipment56,92147,508
Biological assets4,0484,331
Intangible assets and goodwill38,67733,397
Investments in equity accounted investees9,75530,621
Other investments2,6488
Deferred tax asset6,7572,992
Total non-current assets118,806118,857
Inventory132,192116,492
Trade receivables30,87855,813
Sundry receivables16,28921,851
Cash and cash equivalents10,3144,947
Derivatives192186
Tax receivable553421
Asset held for sale1,414-
Total current assets191,832199,710
Total assets310,638318,567
Equity
Issued capital151,245137,744
Retained earnings28,30055,955
Reserves(6,190)(4,007)
Total equity173,355189,692
Liabilities
Loans and borrowings99,25096,700
Employee benefits446407
Deferred tax liability916-
Total non-current liabilities100,61297,107
Trade and other payables29,47122,938
Employee benefits4,0414,048
Tax payable7391,414
Derivatives2,4203,368
Total current liabilities36,67131,768
Total liabilities137,283128,875
Total equity and liabilities310,638318,567
Cash Flows
For the period ended 30 June
20192018
In thousands of New Zealand dollars
Cash inflows from operating activities191,335180,635
Cash outflows from operating activities(170,249)(202,753)
Net cash flows from operating activities21,086(22,118)
Net cash flows from investing activities(17,704)(6,991)
Net cash flows from financing activities2,23929,379
Net increase in cash and cash equivalents5,621270
Cash and cash equivalents at the beginning of the year4,9474,572
Effect of exchange rate fluctuations on cash held(254)105
Cash and cash equivalents at the end of the year10,3144,947
The summary financial information has been derived from, and should be read in conjunction with, the Comvita Limited Group annual
financial statements (the ‘full financial statements’). The full financial statements, approved by the Board of Directors on 22 August
2019 are available at www.comvita.co.nz. The accounting policies used in these financial statements are included in the notes to the
full financial statements. The full financial statements have been prepared in accordance with and comply with IFRS, as appropriate
for profit-orientated entities. The full financial statements have been audited by KPMG and an unqualified opinion given. The summary
financial information cannot be expected to provide as complete an understanding as provided by the full financial statements.
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GOVERNANCE
The Board’s Charter sets out the governance
principles, authority, responsibilities, membership and
operation of the Board of Directors. This governance
statement outlines the main corporate governance
practices as at 31 August 2019. The full statement is
available to view at www.comvita.co.nz.
Compliance
The Board has adopted codes and policies relating
to the conduct of all Directors, executives and staff,
taking guidance from the NZX Main Board Listing
Rules relating to corporate governance and the NZX
Corporate Governance Code.
NZX released a new Corporate Governance Code on
1 January 2019. Comvita is currently in the process
of reviewing all its governance codes, policies and
practices to ensure alignment with the new Code. For
the purpose of Listing Rule 3.8.1, the Board considers
that as at 31 August 2019 the governance structures,
principles, policies and practices it has adopted are
in compliance with the NZX Corporate Governance
Code dated 1 January 2019 (“NZX Code”) except to
the extent set out in the following pages.
The Company’s constitution, the Board and
Committee charters and roles, codes and policies
referred to in this section are available to view at
www.comvita.co.nz.
Governance Principles
And Guidelines
Principle 1 – Code of Ethical Behaviour
Directors set, observe and foster high ethical
standards.
The Company expects its Directors, Officers, and
employees to act legally, to maintain high ethical
standards, and to act with integrity consistent with
Comvita’s policies, guiding principles and values.
A Code of Ethics sets out these standards for all
Directors and can be found in the Board Charter
on the Company’s website. A new Code of Ethics
applicable to all Directors, Officers and employees
is currently under development in accordance with
Recommendation 1.1 of the NZX Code and expected
to be implemented by the end of the year.
Company rules, which all employees and Officers
are expected to adhere to provide clear guidance
across a range of ethical and legal matters to ensure
high standards of performance and behaviour
are maintained when dealing with the Company’s
customers, suppliers, shareholders and staff. Specific
policies are in place relating to the environment,
Privacy Act requirements, confidentiality of Company
information, conflicts of interest, complaints from
stakeholders, and trading in Company securities.
Mechanisms are provided within general company
rules for the safe reporting of breaches of ethical
standards or other policies or laws, and the
consequences of non-compliance are made explicit.
These mechanisms will be carried across into the new
Code of Ethics.
No breaches of the Directors Code of Ethics were
identified or reported in the current year.
Trading in Comvita Securities
Directors, Officers and employees are restricted in
their trading of Comvita securities and must comply
with the Company’s Financial Products Trading
Policy which is available on the Company’s website.
The policy provides guidance on insider trading rules
and outlines process and approval requirements for
dealing in Comvita securities.
No breaches of policy have been reported in the FY19
reporting year.
Comvita makes these documents, and other
significant governance documents listed below,
available on its website.
Comvita expects to add the following new Policies by
the end of the year:
- Diversity Policy
- Director and Officer Remuneration Policy
- General Code of Ethics
Principle 2 – Board Composition and
Performance
The Board operates in accordance with the Board
Charter which sets out the roles and responsibilities
of the Board. A copy of the Charter is available on
the Company’s website.
There is a balance of independence, skills, knowledge,
experience and perspective among Directors that
Constitution/ChartersPolicies
Constitution
Code of Ethics (within
the Board Charter)
Board CharterContinuous Disclosure
Policy
Remuneration, People and
Culture and Nominations
Committee Charter
Financial Product
Dealing Policy
Audit and Risk Committee
Charter
The primary objective of the Board is to build long-term shareholder value with
due regard to other stakeholder interests. It does this by guiding strategic direction
and context and focusing on issues critical for its successful execution.
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allows the Board to work effectively. The Directors
have each signed a commitment to work within the
requirements of the Board Charter.
Responsibility for the day-to-day operations and
administration is delegated by the Board to the Chief
Executive Officer, and the Leadership team
Nominations and Appointments
The nomination of candidates for appointment to
the Board is overseen by the Remuneration, People
and Culture and Nominations Committee and
the procedure for nomination and appointment is
detailed in the Remuneration, People and Culture and
Nominations Committee Charter. Such procedure
includes processes to be followed to ensure proper
checks are carried out on all candidates and key
information is obtained to enable the Board and
shareholders to make an informed decision about
whether to elect or re-elect a candidate. It also
provides for an assessment of independence.
On and from 31 August 2019 all newly appointed
Directors will be required to enter into a written
agreement with the Company, outlining the terms of
their appointment.
Board Size and Composition
The Board is comprised of Directors with a mix of
qualifications, skills and experience appropriate to
the Company’s business. The number of Directors
and rotation requirements are determined in
accordance with the Company’s Constitution and
the NZX Main Board Listing Rules. The Constitution
provides for the Directors annually to elect one of
their number as Chairperson of the Board. For the
year ended 30 June 2019 the Company complied
with the Director rotation requirements of the
Listing Rules dated 1 October 2017. With effect on
and from 1 July 2019 the Company will comply with
the Listing Rules dated 1 January 2019 with regard to
the composition of the Board and the appointment
and rotation of Directors. In particular, each Director
must retire, but may offer themselves for re-election
at the third annual meeting following that Director’s
appointment or every three years, whichever
is longer.
Director Profiles
Profiles of each Director with details of their
experience, length of service, independence and
ownership interests are available on the
Company’s website.
Gender Composition of Directors
and Officers
The Company is committed to diversity in its
employment of individuals at all levels in the
organisation. As at 30 June 2019, the Board had one
female Director out of a total of six Directors* and
two female Officers out of a total of six Officers
(2018: three female Directors out of a total of seven
Directors and three female Officers out of a total of
eight Officers).
*Sarah Ottrey resigned from the Board on 13 July
2018 and Xin Wang resigned from the Board on 2
April 2019.
Diversity Policy
The Company’s commitment to diversity has been
reflected in its ongoing appointments at all levels of
suitably qualified women, and others with diverse
experiences and perspectives which contribute
importantly to ongoing innovation throughout the
organisation. This commitment is reflected in the
Company values and behaviours. Remuneration,
People and Culture and Nominations Committee
is monitoring gender pay equality, is positive about
current progress, and has strategies in place to
achieve equality on a scheduled approach. The
Company is currently developing a formal Diversity
Policy in accordance with Recommendation 2.5 of the
NZX Code which will be available on the Company’s
website in due course. Remuneration, People and
Culture and Nominations Committee will be setting
measurable targets in the coming year for achieving
greater diversity within the Company.
Director Training and Performance
Board members are encouraged to regularly
participate in learning and self-development
opportunities provided by the Institute of Directors
or other professional groups to ensure they remain
current on how best to perform their duties as a
Director.
The Company has a procedure to assess Director,
Board and Committee performance which is set
out in the Board Charter. In particular, each year
the Board undertakes a self assessment of its
performance, processes and procedures.
Independence of Directors
The majority of the Board are independent Directors.
The Chair is also independent.
For a Director to be considered to be independent,
the fundamental consideration in the opinion of the
Board is that the Director be independent of the
Executive and not have any direct or indirect interest,
position, association or relationship that could, or
could be perceived, to influence in a material way
the Director’s capacity to bring an independent
view to decisions, to act in the best interests of
the Company, and to represent the interests of
shareholders generally.
Having considered these matters and the
composition of the Board, the Company considers
the Directors hold an appropriate mix of skills,
expertise and independence.
The Board has reviewed which of its Directors are
deemed to be independent in terms of NZX Listing
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Board MemberBoard
Conference Calls &
Special MeetingsAudit and Risk
Remuneration and
People and Culture
Nominations
EligibleAttendedEligibleAttendedEligibleAttendedEligibleAttended
Neil Craig101011113355
Luke Bunt101011833--
Murray Denyer1091111--55
Brett Hewlett10101111-255
Sarah Kennedy108111132--
Paul Reid10101183355
Xin Wang†4433----
†Xin Wang joined the Board on 18 October 2018 and resigned from the Board on 2 April 2019
Rules and has determined that all Directors as at
30 June 2019 were independent*. Accordingly, it is
viewed that the Chairs of the Audit and Risk, and
Remuneration, People and Culture and Nominations
Committees are independent, as are the Committee
members.
*Currently, Brett Hewlett is acting in a temporary
Executive Director capacity, pending the
appointment of a new Chief Executive Officer.
Principle 3 – Board Committees
The Board uses Committees where this enhances
the effectiveness in key areas while retaining Board
responsibility. The Board operates two Committees
to assist in the execution of the Board’s duties: the
Remuneration, People and Culture and Nominations
Committee and the Audit and Risk Committee. Each
Committee has a specific Charter which can be
viewed at the Company’s website www.comvita.co.nz.
Committee members are appointed from members of
the Board and membership is reviewed on an annual
basis.
All matters determined by Committees are submitted
to the full Board as recommendations for Board
decision. Staff members attending those Committees
are at the invitation of the specific committee.
The Board did not consider it necessary to have any
other Committees for the reporting period as a
standing board Committee.
Board and Committee meeting attendance for the
year ended 30 June 2019 is set out below:
Remuneration, People and Culture and
Nominations Committee
The Remuneration, People and Culture and
Nominations Committee comprises of Murray
Denyer (Chair)*, Neil Craig and Brett Hewlett and
met four times during the period. For the FY19
year all Committee members were independent
Directors. The Committee recommends the
remuneration policies and packages, including
performance incentives for the Chief Executive
Officer and the Leadership team. Additionally, it
reviews: the performance of the Chief Executive
Officer; succession planning for the Leadership
team and the Board; risk and compliance monitoring
in relation to the Company’s human resources
and operational health and safety oversight; the
Company’s performance in respect of responsible
governance, and remuneration policies and guidelines
for Directors.
*Retired on 16 August 2019.
The Committee also carries out the functions of
a nominations Committee, recommending new
Director appointments to the full Board. Further
detail on the Committee’s roles and responsibilities is
set out in the Committee Charter.
Audit and Risk Committee
The Audit and Risk Committee comprises Luke Bunt
(Chair), Sarah Kennedy, Neil Craig and Paul Reid and
met three times during the period. For the FY19 year
all Committee members were independent Directors.
The Committee reviews the annual audit process,
the financial and operational information provided
to stakeholders and others, the management of
business risks facing the organisation, and the
framework of internal control and governance which
the Leadership team and the Board have established.
The Chief Executive Officer, Chief Financial Officer
and General Manager Finance regularly attend
meetings by invitation. The Company’s external
auditors attend Committee meetings as deemed
necessary by the Committee. Further detail on the
Committee’s roles and responsibilities is set out in
the Committee Charter.
GOVERNANCEGOVERNANCE
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Takeover Protocols
The Board has established experience in respect
of the various NZX and statutory requirements in
the event of a takeover approach for the Company.
The key requirements of the Takeover Code are well
understood by the Board.
For the FY20 year the Board will look to establish
formal protocols that set out the procedure to be
followed if there is a takeover offer in accordance
with Recommendation 3.6 of the NZX Code.
Principle 4 – Reporting And Disclosure
The Board demands integrity both in financial
reporting and in the timeliness and balance of
disclosure on entity affairs.
The Company is committed to ensuring integrity and
timeliness in its financial reporting and in providing
information to the market and shareholders which
reflects a considered view on the present and future
prospects of the Company.
Financial Reporting
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting including
the accuracy, completeness and timeliness of
financial statements. It reviews half-year and annual
financial statements and makes recommendations
to the Board concerning accounting policies,
areas of judgement, compliance with accounting
standards, stock exchange and legal requirements,
and the results of the external audit. Management
accountability for the integrity of the Company’s
financial reporting is reinforced by the certification
from the Chief Executive Officer and Chief Financial
Officer in writing that the Company’s financial
statements are fairly stated in all material aspects.
Timely and Balanced Disclosure
Continuous disclosure obligations of NZX require all
listed companies to advise the market about any
material events and developments as soon as the
Company becomes aware of them. The Company
has policies and monitoring in place to ensure that
it complies with these obligations. In particular,
the Company has a Continuous Disclosure Policy
applicable to all Directors, Officers and employees
that is available on the Company’s website.
Non Financial Reporting
The Company is committed to financial reporting
that is balanced, clear and objective.
Further, the Company has had a long commitment
to reporting on its involvement on ‘matters of
sustainability’ – refer to page 18 for this years’
disclosure.
Broader disclosure on environmental, economic
and social sustainability factors and practices is
presently under development and the Company
expects to report on such disclosures in accordance
with the NZX Code Recommendation 4.3 in its
FY20 Annual Report.
Principle 5 – Remuneration
The remuneration of Directors and Senior Executives
is transparent, fair and reasonable. Making sure
team members and Directors get the rewards they
deserve is the responsibility of the Remuneration,
People and Culture and Nominations Committee.
Non-Executive Directors Remuneration
The fees payable to the Non-Executive Directors
are determined by the Board within the aggregate
amount approved by shareholders. The Board
considers external information of peer companies
in terms of scale and complexity when setting
remuneration levels. The current Directors’ fee pool
limit is $610,000 approved at the 2016 Annual
Shareholders’ Meeting. Information on payments to
each Director is set out on page 48 of the Financial
Statements 2019.
Chief Executive Officer Remuneration
The Chief Executive’s base salary for the FY19
year was $440,000. The Chief Executive Officer
is entitled to short-term incentive rewards if (a) he
meets agreed financial, and non-financial goals
used in a balanced scorecard approach (up to 20%
of base salary); and (b) the Company exceeds a
specified shareholder earnings target (up to 20% of
base salary), subject to Board approval. The Chief
Executive Officer is part of a long-term partly paid
executive scheme available to Senior Executives.
Senior Executive Remuneration
Senior Executives remuneration is made up of: base
or fixed remuneration; an ‘at-risk’ component based
around individual ‘myscorecard’ performance in
the year; and a share of a bonus pool if shareholder
earnings targets are achieved, subject to Board
approval. In addition, 53 executives currently
participate in a partly paid executive share scheme.
Staff Remuneration
All staff participate in a bonus pool based on the
Company attaining the agreed budget. In addition,
all staff have the opportunity to participate in a
share purchase scheme - the company provides a
non-interest bearing loan of up to $2,340 to assist
staff to purchase Comvita shares.
Policy
The Company is currently developing a new
Remuneration Policy for Directors and Officers in
accordance with Recommendation 5.2 of the NZX
Code, a copy of which will available on the Company’s
website in due course.
Principle 6 – Risk Management
The Board regularly verifies that the entity has
appropriate processes that identify and manage
potential and relevant risks through monthly
board reporting of the Strategic Risk Register
and Operational Risk Register. Further, the Audit
and Risk Committee monitors on a regular basis
the risk management framework to ensure it
remains appropriate. Further detail on the role and
responsibilities of the Audit and Risk Committee in
relation to risk management are set out in the Audit
and Risk Committee Charter.
Business Risks
The Chief Executive Officer and Leadership team
are required to regularly identify the major risks
affecting the business. These major risks are
included in a risk management register. Strategies
are consistently being developed to mitigate these
risks. Significant risks are discussed at each Board
meeting, or as required. The Company maintains
insurance policies that it considers adequate to meet
the insurable risks of the Group. Exposure to any
foreign exchange risk is managed in accordance with
policies laid down by the Directors.
As risk assessment is a dynamic environment and
often commercially sensitive, the Company reports
on the most significant of these under its continuous
disclosure obligations to the NZX market, and in the
Annual Report.
Health and Safety
The Company employs a General Manager - Safety
& Sustainability and operates a Health and Safety
Committee to identify workplace hazards, and
monitor and review compliance with the Company’s
documented occupational Health and Safety policies
and procedures. Health and Safety review reports
are a priority agenda item at all Board meetings and
specific reviews are sought as required. The Board
undertakes ongoing Health and Safety education
and visits key operational sites on a scheduled basis.
Chief Executive Officer and Chief
Financial Officer Assurance
The Chief Executive Officer and Chief Financial
Officer have provided the Board with written
confirmation that the Company’s 2019 financial
statements are founded on a sound system of risk
management and internal compliance and control,
and that all such systems are operating efficiently
and effectively in all material respects.
Risk Monitoring
The Audit and Risk Committee reviews the
Company’s risk management policies and processes
and the Leadership team provides an updated risk
assessment profile to each meeting of the Board.
The Remuneration, People and Culture and
Nominations Committee reviews human resource
management risks.
Principle 7 – Auditors
The Board ensures the quality and independence
of the external audit process. A framework for the
Company’s relationship with its external auditors
is overseen by the Audit and Risk Committee.
Further detail on that framework and the role and
responsibilities of the Audit and Risk Committee in
relation to the external audit framework is set out in
the Audit and Risk Committee Charter.
Independence
To ensure the independence of the Company’s
external auditor is maintained, the Board has agreed
the external auditor should not provide any services
not permitted under International Federation of
Accountants regulations. This is monitored by the
Audit and Risk Committee.
External Auditor
Comvita’s external auditor is KPMG. KPMG was
re-appointed by shareholders at the 2018 Annual
Shareholders’ Meeting in accordance with the
provisions of the Companies Act 1993. KPMG were
first appointed as auditors in 1998. KPMG has been
invited to attend this year’s Annual Shareholders’
Meeting and will be available to answer questions
about the audit process, Comvita’s accounting
policies and the independence of the auditor.
Internal Audit
Comvita currently does not have an internal
audit function. The Audit and Risk Committee
is responsible for reviewing and monitoring the
Company’s risk management and internal control
framework and has open communication with
external auditors, financial and senior management,
and the Board. The Committee is empowered to
investigate any matter brought to its attention with
full access to all books, records and facilities and
personnel of the Company and the power to retain
outside counsel or other experts for this purpose.
In addition, the Board seeks reports on specific
areas of potential concern, or to evaluate business
performance on a post-investment basis. The reviews
are completed by appropriate internal staff and/or
with external input.
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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
JAPAN
Comvita Japan K.K.
Sangenjaya Horisho Bld 4F
1-12-39 Taishido, Setagaya-Ku
Tokyo 154-0004 | Japan
Phone +81 3 6805 4780
info@comvita-jpn.com
KOR E A
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
UNITED KINGDOM
Comvita UK Limited
2nd Floor, 47a High Street
Maidenhead | SL61JT
United Kingdom
Phone +44 1628 779 460
info@comvita.co.uk
NORTH A MERICA
Comvita USA, Inc.
506 Chapala Street
Santa Barbara | CA 93101 | USA
Phone +1 855 449 2201
usacustomerservice@comvita.com
HONG KONG
Comvita HK Limited
Room 1320 – 1322 Leighton Centre
77 Leighton Road
Causeway Bay | Hong Kong
Phone +852 2562 2335
cs@comvita.com.hk
CHINA
Comvita Food (China) Limited
Room 2501 - 2502, Block A
Xinhao E Du, No 7018
Caitian Road, Furtian District
Shenzhen 518120
Guangdong | China
Phone +86 755 8366 1958
comvita@comvita.com.cn
DIRECTORS
Comvita Board Of Directors
Neil Craig
Lucas (Luke) Bunt
Sarah Kennedy
Murray Denyer (retired 16 Aug 2019)
Paul Reid
Brett Hewlett
Xin Wang (retired 2 April 2019)
Sarah Ottrey (retired 13 July 2018)
Bob Major (appointed 1 Sept 2019)
BANKERS
Westpac Banking
Corporation
Level 8
16 Takutai Square
PO Box 934
Auckland 1140
REGISTERED
OFFICE
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.com
AUDITORS
KPMG Tauranga
Level 2
247 Cameron Road
PO Box 110
Tauranga 3140
SOLICITORS
Sharp Tudhope
Level 4
152 Devonport Road
Private Bag TG12020
Tauranga 3110
SHARE REGISTRY
Link Market
Services Limited
Level 11
Deloitte House
80 Queen Street
Auckland 1010
Principle 8 – Shareholder Rights & Relations
The Board fosters constructive relationships with
shareholders which encourages them to engage with
the Company.
The Board aims to ensure shareholders are provided
with all information necessary to assess the
Company’s strategic direction and performance. It
does this through a communication strategy which
includes:
• Periodic and continuous disclosure to NZX;
• Information provided to media and briefings to
major shareholders;
• Half-year and annual reports;
• The Company’s website with an investor
relations section;
• Future direction presentation at the Annual
Shareholders’ Meeting which is conducted in a
very open manner, and a range of questions are
considered.
The Company aims to ensure the process of
communication with investors is easy and uses a
variety of channels and technologies to keep its
shareholders informed, including by providing and
encouraging investors to receive communications
electronically.
Major Decisions
All major decisions which may result in a change in
the nature of the Company’s business are subject
to shareholder approval in accordance with the
Company’s Constitution, the Companies Act 1993
and the NZX Listing Rules. No major decisions
required shareholder approval in the reporting period.
Capital Raising
When considering any raise of additional capital the
Board considers the interests of all shareholders
when assessing its options to raise capital. Where
considered appropriate the Board will look to raise
additional equity capital from existing shareholders
on a pro-rata basis. Where such course of action is
not considered appropriate in the circumstances the
Company will explain the rationale behind its chosen
preference in the next published annual report.
Stakeholder Interests
The Board respects the interests of stakeholders
within the context of the Company’s ownership
type and its fundamental purpose. Comvita aims
to manage its business in a way that will produce
positive outcomes for all stakeholders including
the public, customers, employees, shareholders
and suppliers. The Company is strongly committed
to acting in a socially responsible manner with all
stakeholders, including the wider community.
Further detail
Further detail as required by the NZX Listing Rules
and Companies Act 1993 is included in the Financial
Statements supplied with, and as part of, the Annual
Report.
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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.