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Comvita transformation driving earnings improvements

Full Year Results23 August 2020CVTIndustrials

24 August 2020

Comvita transformation driving earnings improvements


Headlines


Reported EBITDA $4.2M turnaround of the first half loss of ($8.8M)

Second half EBITDA of $13M

Underlying full year EBITDA* of $19.1M

Reported NPAT ($9.7M) with ($9.3M) impact of one off non-operating items

Record revenue of $196M +14.5% versus FY19

Net debt reduced to $15.5M versus $89M FY19

China and North America (focus growth markets) deliver very strong double-digit top and bottom line

performance

Transformation of organisation structure complete with costs accounted for in FY20

$15M transformation programme on track


Comvita (NZX:CVT) today released its full year audited results for the year ending 30 June 2020, reporting a full

year EBITDA profit of $4.2M turning around a first half loss of ($8.8M). The second half EBITDA of $13M was

particularly encouraging with strong performance delivered in its focus growth markets of China and North

America.


Reported NPAT showed a loss of ($9.7M) as Comvita continued its strategy to simplify and focus the business.

This review has now concluded and as such, in this period there was a one-off ($9.3M) impact of non-operating

items.


When allowing for the negative impact of one-off non-operating items and one-off costs underlying EBITDA

increased by $19.1M, an improvement of $19.1M year on year, with 3.8%, like for like revenue growth (despite

a $11M negative Covid-19 headwind in Australia and New Zealand), a 1170 basis point improvement in gross

margin (12ppts) and a $1.9M reduction in operating expense. Second half underlying EBITDA performance was

particularly strong at $18.4M.


Revenue increased to a record $196M improved by 14.5% on the PCP** with the newly integrated China market

recording revenue growth (like for like) of 10.9% and an improvement in net contribution of 60% despite

increasing marketing investment by $1.9M. Similarly, Comvita recorded very strong growth in North America

with revenue growth of 66% and net contribution growth of 196% again despite increasing long term marketing

investment.


In order to increase organisational resilience and strengthen its balance sheet, Comvita completed a $50M gross

capital raise in June 2020 with strong support from both retail and institutional investors. Net debt finished the

year at $15.5M as a result of the capital raise and due to good internal management of cashflows and working

capital (inventory reduced by $19.5M versus June 2019).





Brett Hewlett Chair commented “I am greatly encouraged by the turnaround we are seeing in our performance.

We have made significant changes to the business to set ourselves up for long term profitable growth and have

seen this start to materialise in bottom line improvements in the second half. As I stated at our Annual

Shareholder Meeting in October, the Board and management team are totally focused on delivering the


long term potential that we know Comvita offers. David and his new leadership team have worked tirelessly to

reset and transform the business and are now totally focused on delivering a rebound in FY21 while setting us

up for longer term success.”


Group CEO David Banfield added, “I am so proud of the way the team has responded to the many changes and

challenges that have presented themselves since I started back in January. The whole team stepped up when

Comvita needed them and helped to deliver the strong second half performance that we release today. Our

Apiary, Olive, manufacturing, logistics and quality teams excelled when many of us were working from home,

delivering record productivity and quality and our in-market teams kept supplying our loyal consumers around

the world. In addition, with organisational changes throughout the company I can only marvel at the way

individual people whose roles were affected reacted. Having made these tough decisions, it’s now our role to

deliver strong performance in FY21 and beyond.”


$15M transformation plan on track

Comvita announced its $15M transformation plan to the market in February and is pleased to report very strong

progress so far delivering a 11.7ppts improvement in gross margin versus FY19 and a 6ppts improvement since

December. Comvita expects to see a further improvement of 150basis points in gross margin by the end of FY21

as productivity improvements continue. In addition, Comvita has reduced underlying fixed costs by $1.9M as at

the end of FY20 and expects an additional $2.5M benefit in FY21.


Building a Better Business

– Stabilise results, transform the organisation and deliver long term resilience and growth


During the capital raise Comvita shared its three-part plan to stabilise results, transform the organisation and

build long term resilience and growth. Good progress has been delivered on these goals in the second half and

we are pleased to provide an update.


Stabilise results

During FY20 Comvita faced material challenges to its performance in New Zealand and Australia as a result of its

airport, retail and daigou business being disrupted by Covid-19, this created an $11M impact on revenue and

associated margin in AU/NZ in the second half (included in these results). Extra effort and long-term emphasis

are now being placed to ensure Comvita’s world leading honey (Mānuka and others) are available for

consumption by discerning consumers in its home markets with the aim of being number one or two brand in

New Zealand.


Comvita delivered double digit growth in Japan, Korea, South East Asia, CBEC and EMEA in addition to the strong

performance delivered in North America and China. Margin performance was particularly encouraging with

Comvita delivering its highest % gross margin in over six years. Comvita also commenced the work to reduce its

SKU count by 30% (200 products) again helping to free up cash and paydown debt. Comvita continued to focus

on getting fundamentals right with extra emphasis on demand planning and working capital management,

net debt finished the year at $15.5M a reduction of $73.5M year on year with inventory reduced from $132M to

$113M as these process improvements delivered. Longer term Comvita has an inventory target of $70M as it

moves towards its zero long term debt target. In H2 FY20 Comvita reported six consecutive profitable months.





Transformed organisation

Comvita completed its organisation changes by 30 June, removing management layers, simplifying structures

and increasing speed of decision making and action throughout the organisation while delivering a significant

reduction in headcount (90 positions). Significant work was completed to clarify roles and responsibilities

between Markets and Paengaroa (Market Support Centre), removing back office duplication throughout the

organisation without impacting customer facing roles. In addition, Comvita completed its new leadership team

structure with only one role left to fill. Finally, Comvita developed its new honey harvest model reducing risk in

FY21, ensuring break even in the event of a poor harvest but still able to generate upside benefits in good

harvest periods.


Comvita also completed its strategic review of joint ventures and partnerships outside core operations. This

strategy to simplify the business and write down underperforming or overvalued assets resulted in a write down

of $9.3M within these results.


Long term resilience and growth

Comvita designated its China and US markets as its focus growth markets for the next five years and has seen

excellent performance in each. In China (excluding Hong Kong) Comvita delivered 10.9% top line growth and

was again number one brand in the crucial 11/11, 12/12 and 618 periods. Comvita continued its focus on

long term growth by investing an extra $1.9M in marketing over this period. Despite this increased marketing

investment Comvita generated good operating leverage and delivered a 60% increase in net contribution.


Comvita also performed strongly in North America with revenue growth of 66% and bottom line growth of 196%

with online sales growing by 44%. Distribution was increased by 1000 stores in FY20 as new national

distribution came online. In addition, we have agreed a further extension with 1500+ new distribution points

with one major outlet commencing in Q1 FY21. Marketing investment was increased again as we focused on

delivering sell through and long term growth in North America.


A key part of building long term resilience and growth was the recapitalisation of the business and agreement of

new terms with our banking partner Westpac, both of which were completed in June 2020. The raise was

strongly supported by existing shareholders and institutions. The proceeds raised were used to pay down debt

and ensure that the business sole focus is on delivery of results through FY21 and beyond.


Finally, a considerable amount of work was completed on the Comvita five-year plan with an emphasis on

profitable growth and delivering a clear path to the 2025 target of 20% EBITDA as a key foundation for Building a

Better Business at Comvita.


David Banfield Group CEO added “The new leadership team and I are totally focused on delivering a rebound in

performance in FY21 and to creating the foundations for longer term success. There is much we still need to do

to realise the true potential of Comvita, but we are absolutely committed to pay back the support shown by the

extended Comvita whānau and our shareholders. We look forward to updating shareholders of further progress

at our Annual Shareholder Meeting on the 22 October 2020.


David Banfield Brett Hewlett


On behalf of the Board of Directors


For further information

Comvita CEO, David Banfield, 021 041 5630




Background information

About Comvita (www.comvita.co.nz)

Comvita (NZX:CVT) was founded in 1974 and is the pioneer and global market leader of the Mānuka honey category.

Comvita is committed to the long term development of Mānuka and Bee products backed by unrivalled scientific

knowhow. Comvita recently announced its sponsorship of the NZ pavilion at the World Expo in Dubai focusing on

Kaitiakitanga (guardianship and protection of the planet).


*EBITDA: earnings before interest, tax, depreciation and amortisation and EBITDA operating is adjusted for non-operating items. EBITDA and NPAT,

operating and underlying are non-GAAP measures. We monitor these as a key performance indicator and believe it assists investors in assessing the

performance of the core operations of our business.

**Previous corresponding period

---

FINANCIAL
STATEMENTS


2020

FOR THE YEAR ENDED 30 JUNE 2020

COMVITA LIMITED

Comvita Financial Statements 2020Comvita Financial Statements 2020 - P1
2

3

4

5

6

7

8

43

47

53

CONTENTS

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

Comvita Financial Statements 2020 - P2Comvita Financial Statements 2020- P3
DIRECTORS’ DECL A R ATIONCONSOLIDATED

INCOME STATEMENT

Brett Hewlett Luke Bunt

24 August 2020 24 August 2020

For the year ended

In thousands of New Zealand dollars

30 June 2020


30 June 2019

Note

Revenue6195,912

171,104

Cost of sales(99,969)

(107,343)

Gross profit95,943

63,761

Other income7 2,209

6,583

Selling and marketing expenses (60,403)

(43,726)

Administrative expenses10 (24,395)

(19,739)

Distribution expenses(10,301)

(8,394)

Research and development expenses(1,299)

(1,689)

Operating profit/(loss) before financing costs 1,754

(3,204)

Finance income8307

524

Finance expenses8(6,217)

(6,667)

Net finance costs(5,910)

(6,143)

Share of (loss)/profit of equity accounted investees17b(174)

448

Impairment of equity accounted investees17c(5,928)

(2,401)

Impairment of goodwill14-

(19,825)

Loss before income tax (10,258)

(31,125)

Income tax benefit11557

3,408

Loss for the year (9,701)

(27,717)

Earnings per share

Basic earnings per share (NZ cents)25(19.10)(61.05)

Diluted earnings per share (NZ cents)25(19.10)(61.05)

The notes on pages 8 to 42 are an integral part of these financial statements

In the opinion of the directors of Comvita Limited, the financial statements and the notes, on pages 3 to 42:

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

Group as at 30 June 2020 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 2020.

For and on behalf of the Board of Directors:

Comvita Financial Statements 2020 - P4Comvita Financial Statements 2020- P5
For the year ended 30 June 2020

In thousands of New Zealand dollars

Share

capital

Foreign

currency

translation

reserve

Hedging

reserve

Fair value

reserve

Retained

earningsTotal

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)625-10(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 China12,312----12,312

- executive share scheme530----530

- employee share purchase scheme77----77

Issue of treasury stock – investment in Apiter580---305885

Issue of treasury stock – supplier share scheme2---(13) (11)

Dividend paid----(918)(918)

Total transactions with owners13,501---5213,553

Balance at 30 June 2019151,245(4,467)(1,723)-28,300173,355

Total comprehensive income for the year

(Loss) for the year----(9,701)(9,701)

Other comprehensive income (net of tax):

Foreign currency translation differences for equity accounted

investees (Note 17b)

-(467)---(467)

Foreign currency translation differences for foreign operations- 1,125--- 1,125

Financial asset – fair value movement---(2,640)-(2,640)

Effective portion of changes in fair value of cash flow hedges--1,196--1,196

Total other comprehensive income-6581,196(2,640)-(786)

Total comprehensive income for the year-6581,196(2,640)(9,701)(10,487)

Transactions with owners, recorded directly in equity

Capital Raising – rights offer

50,000----50,000

Issue expenses related to capital raising

(1,950)----(1,950)

Share based payment (Note 9)

----329329

Issue of treasury stock

-

-

Supplier share scheme502---(43)459

- Issued to CEO (Note 30)

915---(265)650

Acquisition of treasury stock

(572)----(572)

Redemption of ordinary shares related to share schemes

(36)----(36)

Total transactions with owners48,859---2148,880

Balance at 30 June 2020200,104(3,809)(527)(2,640)18,620211,748

The notes on pages 8 to 42 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 42 are an integral part of these financial statements

For the year ended

In thousands of New Zealand dollars

30 June 2020


30 June 2019

Note

Loss for the year (9,701)

(27,717)

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

Foreign currency translation differences for foreign operations 1,431

(2,504)

Foreign currency translation differences for equity accounted investees(467)

(853)

Effective portion of changes in fair value of cash flow hedges 1,658

868

Fair value movement – financial asset(2,640)

-

Foreign investor tax credits received-

10

Income tax on these items 11(768)

306

Income and expense recognised directly in other comprehensive income(786)

(2,173)

Total comprehensive income for the year(10,487)

(29,890)

Comvita Financial Statements 2020 - P6Comvita Financial Statements 2020- P7
As at 30 June

20202019

In thousands of New Zealand dollars

Note

Assets

Property, plant and equipment

13

56,82956,921

Intangible assets and goodwill

14

39,46741,082

Right of use assets

15

11,447-

Biological assets

16

3,7954,048

Investment in equity accounted investees

17

6,2619,755

Other investments

17

82,648

Deferred tax asset128,0436,757

Total non-current assets125,850121,211

Inventory

19

112,679132,192

Trade receivables

20

17,72630,878

Sundry receivables

21

12,34916,289

Cash and cash equivalents16,68010,314

Derivatives

18

-192

Tax receivable366553

Assets held for sale137731,414

Total current assets160,573191,832

Total assets286,423313,043

Equity

Issued capital200,104151,245

Retained earnings18,62028,300

Reserves

(6,976)

(6,190)

Total equity24211,748173,355

Liabilities

Loans and borrowings

26

32,20099,250

Employee benefits

22

414446

Lease liability 7,891-

Deferred tax liability

12

2,1943,321

Total non-current liabilities42,699103,017

Trade and other payables

23

22,70729,471

Lease liability3,744-

Employee benefits

22

3,6534,041

Tax payable1,158739

Derivatives

18

7142,420

Total current liabilities31,97636,671

Total liabilities74,675 139,688

Total equity and liabilities286,423313,043

For the year ended 30 June

In thousands of New Zealand dollars

20202019

Note

Receipts from customers207,143191,331

Payments to suppliers and employees(161,394)(163,963)

Interest received344

Interest paid(4,421)(4,782)

Taxation paid(2,065)(1,504)

Net cash flows from operating activities2739,29721,086

Investment in equity accounted investees-(6,512)

(Consideration paid)/cash acquired from business combination(4,505)5,456

Prepayments and loans to equity accounted investees(1,621)(1,307)

Interest from equity accounted investees-268

Receipt of dividend from equity accounted investee-519

Interest from related parties3636

Payment for the purchase of property, plant and equipment(5,206)(16,125)

Receipt for the disposal of property, plant and equipment2,336336

Payment for the purchase of biological assets-148

Receipt from sale of intangibles2622

Payment for the purchase of intangibles(496)(545)

Payment for derivative settlement(263)-

Net cash flows from investing activities(9,693)(17,704)

Proceeds from the issue of share capital 47,641607

Repayment of lease liabilities(3,862)-

(Repayment)/proceeds from loans and borrowings(67,050)2,550

Payment of dividends-(918)

Net cash flows from financing activities(23,271)2,239

Net increase in cash and cash equivalents6,3335,621

Cash and cash equivalents at the beginning of the year10,3144,947

Effect of exchange rate fluctuations on cash held33(254)

Cash and cash equivalents at the end of the year16,68010,314

Represented as:

Cash and cash equivalents2616,68010,314

Total16,68010,314

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

CONSOLIDATED STATEMENT

OF CASH FLOWS

The notes on pages 8 to 42 are an integral part of these financial statementsThe notes on pages 8 to 42 are an integral part of these financial statements

Comvita Financial Statements 2020 - P8Comvita Financial Statements 2020- 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 2020 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 under part 7 of 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 and International Financial Reporting Standards as

appropriate for profit-oriented entities.

The financial statements were approved by the Board of Directors

on 24 August 2020.

(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, biological assets and leases 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) Accounting 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 set out below:

(i) Measurement of recoverability of cash generating units

Impairment reviews are performed by management annually

to assess the carrying value of cash generating units containing

goodwill. The recoverable amounts of cash-generating units

have been determined based on value-in-use calculations. These

calculations require the use of estimates. Refer to Note 14.

(ii) Intangible assets

The estimation of useful lives of intangible assets such as

distribution networks have been based on historical experience.

The useful lives are reviewed at least once per year and

adjustments to useful lives are made when considered necessary.

(iii) Valuation of equity accounted investees

An assessment of the carrying value of investments in equity

accounted investees is performed at least annually and considers

objective evidence for impairment on each investment, taking into

account observable data on the investment, the status or context

of markets, its own view of fair value, and its long term investment

intentions. The assessment also requires judgements about the

expected future performance and cash flows of the investment.

(v) Deferred consideration on business combinations

The valuation of the deferred consideration on the Group’s

business combinations are based on the post-acquisition

performance of the business and the amounts payable shall be

remeasured at their fair value resulting from events or factors that

emerge after the acquisition date, with any resulting gain or loss

recognized in the income statement. Refer note 17.

(vi) Leases

Comvita assesses at lease commencement whether it is

reasonably certain to exercise extension options where included

in the contract, and where it is reasonably certain, the extension

period has been included in the lease liability calculation.

The Group calculates its incremental borrowing rate with reference

to the external borrowing facilities available to the Group. The

incremental borrowing rate is used to measure lease liabilities.

(vii) Recoverability of Deferred Tax Assets

The utilisation of tax loss carry-forwards is dependent on expected

future taxable profits in excess of the profits from the reversal

of existing taxable temporary differences. This recognition is

based on current budgets and financial forecasts completed by

management.

(viii) Valuation of biological assets

The fair value of biological assets is assessed on an annual basis

which involves reviewing the number of operational hives in use as

well as ensuring the value per hive is in line with guidance provided

by the Ministry of Primary Industries, refer note 16.

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.

3. SIGNIFICANT ACCOUNTING

POLICIES

(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

The assets and liabilities of foreign operations with currencies

different to the Company including goodwill and fair value

adjustments arising on acquisition, are translated to New

Zealand dollars at exchange rates at the reporting date. The

income and expenses of such foreign operations are translated

to New Zealand dollars at exchange rates at the dates of the

transactions. Foreign currency differences are recognised in the

foreign currency translation reserve (FCTR).

(c) Financial assets and financial liabilities

(i) Classification

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 fair value

through profit or loss (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 interes

t.

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 separate line

item in the income statement.

• 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

income statement.

• 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 income statement 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.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P10Comvita Financial Statements 2020- P11
3. SIGNIFICANT ACCOUNTING

POLICIES

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.

(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.

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

IItems 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.

3. SIGNIFICANT ACCOUNTING

POLICIES

(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 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:

• Intellectual property and other intangible assets 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 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

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 the income

statement.

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.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P12Comvita Financial Statements 2020- P13
3. SIGNIFICANT ACCOUNTING

POLICIES

(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 of 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.

(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 2019.

NZ IFRS 16 Leases

Effective for Group reporting period beginning on: 1 July 2019

NZ IFRS 16 replaces NZ IAS 17 Leases and removes the

classification of leases as either operating leases or finance leases

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

This has resulted in the Group recognising right of use assets and

related lease liabilities in the statement of financial position. Lease

payments previously recorded as operating lease expenses in’the

income statement are now split between interest expense and

repayment of financial lease liabilities. Amortisation of right of use

assets is recognised on a straight line basis over the lease term in

the income statement.

The Group transitioned to NZ IFRS 16 with a date of initial

application of 1 July using the modified retrospective approach and

has not restated comparative amounts for the period prior to first

adoption. The Group has utilised practical expedients permitted

by NZ IFRS 16 in respect of short-term and low value leases where

appropriate.

3. SIGNIFICANT ACCOUNTING

POLICIES

The Group has also elected not to reassess whether an existing

contract contains a lease at the date of initial application. The

lease liability was measured at the present value of the minimum

lease payments, discounted at the incremental borrowing rate

applicable to that lease (or portfolio of leases) at 1 July 2019. In

line with the modified retrospective approach, the associated right

of use assets were measured at the amount equal to the lease

liability relating to that lease at 1 July 2019, with no overall change

in net assets.

Consolidated statement of financial position effect

The impact of adoption of NZ IFRS 16 in the Statement of Financial

Position is summarised in the table below:

In thousands of New Zealand dollars

20202019

Right of use assets11,44712,300

Lease liabilities 11,63512,300

Change in net assets(188)-

When compared to the accounting policies applied in the prior

comparative period, the adoption of NZ IFRS 16 on the Group’s

Consolidated Statement of Comprehensive Income for the year

ended 30 June 2020 is summarised below.

Consolidated statement of

comprehensive income effect

In thousands of New Zealand dollars

2020


Other operating expenses(4,096)

Depreciation3,675

Interest expense421

(r) Covid-19 considerations

Comvita is classified as an ‘Essential’ business by the New Zealand

Government, therefore having no impact on the manufacturing

process of the Group. For the year ended 30 June 2020 the Group

has not been significantly impacted by COVID-19. There has been

a strong demand in sales, in particular in online channels across

all markets. An assessment over the carrying value of assets

and liabilities has been performed and the Group has recognised

provisions where necessary relating to the impact of COVID-19.

The Group continues to operate as a going concern and Senior

Management continue to closely monitor the situation.

4. SEGMENT REPORTING

A review of operating segments has been completed in the current

year and this has resulted in a change to reported segments.

Previously reported segment information has been restated in line

with the operating segments described below.

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.

The Group has five reportable segments as described

below:

Greater China This segment reports both revenue and related

costs of the China and Hong Kong markets. This

includes sales to our China Joint Venture and our

share of the China Joint Venture’s profits up to

31 May 2019. From that date, Comvita China was

consolidated, refer note 5.

ANZ Australia and New Zealand (ANZ) segment

captures both revenue and related costs for the

ANZ market.

Rest of Asia This segment captures both revenue and related

costs of all of our Asian operations and customers

excluding Greater China.

North America This segment captures both revenue and related

costs for sales to customers in North America.

EMEA The Europe, Middle East and Africa (EMEA)

segment captures both revenue and related costs

for the EMEA markets.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P14Comvita Financial Statements 2020- P15
5. BUSINESS COMBINATIONS – COMVITA CHINA

Effective 31 May 2019 the Company owned 100% of Comvita Food (China) Limited and Comvita China Limited, collectively referred

to as Comvita China. In the 30 June 2019 financial statements, it was noted that the identification of the fair value of assets and

liabilities acquired was incomplete. A Distribution Network intangible asset has now been recognised effective 31 May 2019 for NZD

$9,870,000 reducing goodwill on acquisition at 31 May 2019 to $17,794,000, comparatives have been updated to reflect this change.

The Comvita China Goodwill has been allocated to the Greater China CGU – refer to note 4 for details. The distribution network

created a deferred tax liability. 2019 deferred tax and intangible assets balances have been restated.

6. REVENUE

In thousands of New Zealand dollars

20202019

30 June30 June

Sales195,280159,975

Equity accounted investee sales elimination movement-9,328

Other 6321,801

Total revenue 195,912171,104


7. OTHER INCOME

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Change in fair value of contingent consideration *1,039497

Government grants5351,023

Gain on disposal of PP&E243-

Gain on deemed sale of 51% of Comvita China-4,055

Comvita China JV – 49% of earnings before consolidation-587

Gain on discontinuing equity accounting - SeaDragon-113

Other 392308

Total other income2,2096,583

* On acquisition of the Apiter S.A. investment the Company recognised a potential liability of USD$1,115,000 (NZD $1,651,000) if

certain earnout conditions are met. At 30 June 2020 two earnouts have been reversed through the income statement as they have not

met the earnout conditions. It is still probable that the last earnout will be met, a liability of USD $115,000 (NZD: $179,000) continues

to be recognised at 30 June 2020, refer note 23.

4. SEGMENT REPORTING (CONTINUED)

For the year ended 30 June

In thousands of New Zealand dollars

Greater ChinaANZRest of AsiaNorth AmericaEMEA

Total

reportable

segments

Other

segmentsTotal

2020201920202019202020192020201920202019202020192020201920202019

Contribution segments

Revenue

79,02251,44252,80269,56220,53316,72222,13713,3616,9166,211181,410157,29814,50213,806195,912171,104

Contribution

11,1545,08316,26523,1514,1992,2344,3921,484(511)(463)35,499 31,4892,2801,50837,77932,997

Non attributable

(other corporate expenses)


(38,234)(42,784)

Other income (Note 7) - 587



2,2096,583

Financial income and expenses

(Note 8)


(5,910)(6,143)

Share of (loss)/profit of equity

accounted investees (Note 17) - 2,087

(174)(1,639)(174)448

Impairment of goodwill (Note 14)

- (15,607) - (2,027) -(2,191)- (19,825)

Impairment of equity accounted

investees (Note 17)

(5,928)(2,401)(5,928)(2,401)

Net (loss) before tax

(10,258)(31,125)

Geographical segments

30 June 202030 June 2019

In thousands of New Zealand dollars

Revenue

Non-current

assets

Revenue

Non-current

assets

Greater China

84,33641,06626,9048,552

ANZ

44,274 83,48367,93110,207

Rest of Asia

25,51064346,23025,425

North America

30,84054423,3458

EMEA

6,781866,17716

Other Countries

4,17128517-

Total195,912125,850171,104100,719

Total reportable segment assets

As at 30 June

In thousands of New Zealand dollars

2020

2019

Total assets for reportable segments128,266128,162

Other investments82,648

Investment in equity accounted investees6,2619,755

Other unallocated assets 151,888172,478

Consolidated total assets286,423313,043

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P16Comvita Financial Statements 2020- P17
8. FINANCIAL INCOME AND EXPENSES

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Interest income298522

Dividend income92

Finance income307524

Interest expense on financial liabilities measured at amortised cost(4,421)(4,782)

Net foreign exchange loss(1,340)(894)

Net loss in fair value of derivatives designated at fair value through the income statement:

- Interest rate swaps(264)-

- SeaDragon options and convertible loan notes(192)(991)

Finance expense(6,217) (6,667)

Net finance costs (5,910)(6,143)

9. PERSONNEL EXPENSES

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Wages and salaries43,13539,004

KiwiSaver – employer contribution558561

Movement in long-service leave provision (33)58

Equity settled share based payment transactions329678

Total personnel expenses43,98940,301

10. EXPENSES

Administrative expenses

The following items of expenditure are included in administrative expenses:

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Auditors’ remuneration:

To KPMG for audit services (ii)360341

To KPMG for audit related service7-

To KPMG for tax services (iii)11259

To Mercer & Hole (UK auditors)3312

Personnel expenses (i)6,3477,244

Depreciation (i)578775

Depreciation-leased assets (i)627-

Amortisation (i) 1,8311,185

Insurance (i)284280

Doubtful debts expense984219

Bad debts written off (iv)1,85223

Restructure costs1,768884

Change in fair value of biological assets389652

Directors’ fees (v)550514

Directors – other costs 1736

Other legal & professional expenses309557

Loss on disposal of property, plant & equipment-93

Loss on disposal of intangible assets99

Donations635

(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 China, Hong Kong and

Australia, and the review of the interim financial statements

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

(iv) $1,673,000 of this balance relates to the wind-up of the Kaimanawa Joint Venture, see note 17c

(v) Refer to Statutory Information

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P18Comvita Financial Statements 2020- P19
11. INCOME TAX EXPENSE IN THE INCOME STATEMENT

In thousands of New Zealand dollars

Note2020

30 June

2019

30 June

Current tax expense

Current period2,382435

Adjustment for prior periods(60)325

Total current income tax expense 2,322760

Deferred tax expense

Origination and reversal of temporary differences12(2,879)(4,168)

Total deferred income tax (benefit)(2,879)(4,168)

Total income tax (benefit)(557)(3,408)

Reconciliation of effective tax expense

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Loss for the period(9,701)(27,717)

Total income tax (benefit)(557)(3,408)

(Loss) excluding income tax (10,258) (31,125)

Income tax using the Company’s domestic tax rate of 28% (2019: 28%)(2,872)(8,715)

Effect of different tax rates in foreign jurisdictions (354)(115)

Non-deductible expenses3,1187,795

Non-assessable income (714)(1,698)

Income tax relating to equity accounted associates-(682)

Research and development tax credits-(59)

Under provided in prior periods26566

Total income tax (benefit)(557)(3,408)

11. INCOME TAX EXPENSE IN THE INCOME STATEMENT (CONTINUED)

Income tax recognised directly in other comprehensive income

In thousands of New Zealand dollars

Note2020

30 June

2019

30 June

Derivatives12465243

Other items303(549)

Total income tax recognised directly in other comprehensive income768(306)

Imputation credit account

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Imputation credits available for use in subsequent reporting periods8,7678,900


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

202020192020201920202019

Property, plant & equipment--(831)(1,042)(831)(1,042)

Intangible assets--(2,194)(2,405)(2,194)(2,405)

Biological assets--(50)(397)(50)(397)

Inventories2,9733,519-(916)2,9732,603

Derivatives199664--199664

Investments10594--10594

Other items1,283 802--1,283802

Tax loss carry-forwards 4,3642,868--4,3642,868

Non-refundable tax credits

carried forward

-249---249

Tax assets/(liabilities)8,9248,196(3,075)(4,760) 5,8493,436

Set-off of tax(881)(1,439)8811,439--

Net tax assets/(liabilities)8,0436,757(2,194)(3,321)5,8493,436


NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P20Comvita Financial Statements 2020- 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 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

Additions/Transfers2208041,034159-1,2762,1325,625

Disposals(120)(447)(778)(173)- (843)-(2,361)

Reclassification to assets held for sale*(420)(328)(388)----(1,136)

Effect of movements in exchange rates48286031311361407

Balance at 30 June 202011,45526,65828,481 2,3535,9506,5314,73986,167

Depreciation

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)

Depreciation -(1,098)(2,123)(203)(67)(1,025)-(4,516)

Disposals-254 682162-584-1,682

Reclassification to assets held for sale*-57306----363

Effect of movements in exchange rates-(11)(34)(3)(9)(99)-(156)

Balance at 30 June 2020-(7,384) (15,027)(1,686)(447)(4,794)- (29,338)

Carrying amount

At 30 June 201810,32011,44614,5666845,3082,0123,17247,508

At 30 June 201911,72720,01514,6957225,4481,7082,60656,921

At 30 June 2020 11,45519,27413,4546675,5031,737 4,73956,829

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 2020, management committed to a plan to sell a site in Nelson, New Zealand. The site had a net book value of $773,000

immediately before the initial classification to being held for sale. There were no impairment losses incurred as part of this initial classification.

The site and plant and equipment are being actively marketed for sale.

12. DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)

Movement in temporary differences during the year

2020

In thousands of New Zealand dollars

Balance

1 July 2019

Recognised in the 

income statement

Recognised in other

comprehensive income

Balance

30 June 2020

Property, plant & equipment(1,042)211-(831)

Intangible assets(2,405)211-(2,194)

Biological assets(397)347-(50)

Inventories2,603370-2,973

Derivatives664-(466)198

Investments9411-105

Other items802482-1,284

Tax loss carry-forwards2,868 1,496-4,364

Tax credit carry-forwards249(249)--

Total3,4362,879(466) 5,849

Unrecognised deferred tax assets

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

In thousands of New Zealand dollars

20202019

Tax loss carry-forwards1,4531,445

Intangible assets914893

Total2,3672,338

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

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P22Comvita Financial Statements 2020- P23
14. INTANGIBLE ASSETS AND GOODWILL

In thousands of New Zealand dollars

NoteGoodwillBrands, patents,

trademarks and

other

SoftwareTotal

Cost

Balance at 30 June 201828,4766,1589,92844,562

Additions

-201341542

Additions - Business combinations5

19,7489,6193729,404

Impairment

(19,825)-- (19,825)

Disposals

-(50)(272)(322)

Effect of movements in exchange rates

(559)(22)(7)(588)

Balance at 30 June 2019

27,84015,90610,02753,773

Additions

-205285490

Disposals

--(538)(538)

Effect of movements in exchange rates

(104)1451960

Balance at 30 June 2020

27,73616,256 9,793 53,785

Amortisation

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)

Amortisation -(1,286)(836)(2,122)

Disposals-

-502502

Effect of movements in exchange rates-

4(11)(7)

Balance at 30 June 2020-

(5,452)(8,866)(14,318)

Carrying Amount

At 30 June 201828,4762,1142,80733,397

At 30 June 201927,84011,7361,50641,082

At 30 June 202027,73610,80492739,467

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.

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)

2020

30 June

2019

30 June

Greater ChinaGreater China25,90226,006

Apiaries 1,7661,766

Other6868

Total goodwill27,73627,840

During the year the operating segments of the business were reviewed and Hong Kong and China have been combined into a new segment

called ‘Greater China’. Refer to Note 4 for details.

Greater China CGU:

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:

2020

30 June

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

(normalised) for the years 2021 to 2025

1.5% to 8%

Post tax discount rate 12.5%

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

-at a cost of debt rate of:12.3%

Terminal growth rate applied beyond June 20252.0%

Cash flows were projected on actual operating results, the 30 June 2021 budget and business plan.

Sensitivity to changes in assumptions

In thousands of New Zealand dollars

2020

30 June

The recoverable amount of the CGU exceeds its carrying amount by 53,100

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

41,900

The post tax discount rate for the recoverable amount to equal carrying amount is calculated at22.1%

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P24Comvita Financial Statements 2020- P25
14. INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

Apiaries:

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:

2020

30 June

Anticipated annual revenue growth included in the cash flow projections for the combined CGU’s (normalised) for

the years 2021 to 2030

(16.6)% to 24.7%

Post tax discount rate

10.0%

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

20%

-at a cost of debt rate of:4.4%

Terminal growth rate applied beyond June 2030

1.5%

Cash flows were projected on actual operating results, the 30 June 2021 budget and business plan.

Sensitivity to changes in assumptions:

In thousands of New Zealand dollars

2020

30 June

The recoverable amount of the CGU exceeds its carrying amount by

13,300

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

9,000

The post tax discount rate for the recoverable amount to equal carrying amount is calculated at13%

The percentage movement in yields for each Manuka Honey grade range (with the resulting difference being added

to non-manuka) for the recoverable amount to equal the carrying amount

9%

The increase in forecast hive costs required for the recoverable amount to equal the carrying amount

1.6%

15. LEASES

The Group leases warehouses, retail stores, administration premises, vehicles and land used for hive placements.

Right of use assets

2020BuildingsVehiclesPlantationsTotal

In thousands of New Zealand dollars

Adoption of NZ IFRS 167,1361,6813,48312,300

Additions3,30182-3,383

Disposals(149)--(149)

Depreciation(2,971)(670)(178)(3,819)

Remeasurements(413)--(413)

Effect of movement in exchange rates1405-145

Balance at the end of the year7,0441,0983,30511,447

Amounts recognised in the statement of comprehensive income

Total

Interest on lease liabilities421

Variable lease payments not included in the measurement of lease liabilities4,101

Expenses relating to short-term leases33

Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets38

Lease liabilities

The weighted average incremental borrowing cost applied to lease liabilities at 1 July 2019 was 5.3%. Total cash outflow

for leases for the year ended 30 June 2020 was $4.1 million.

Maturity analysis - contractual undiscounted cash flow

Non-cancellable lease rentals ae payable as follows:

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Less than 1 year

4,8205,515

Between one and five years4,6055,055

Greater than five years

1,81719

Total11,24210,589

Capital commitments

The total capital commitment is $3.1 million (2019: $4.5 million over 3 years) and will be paid over the next 2 years.

The capital commitment relates to plantation costs.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P26Comvita Financial Statements 2020- P27
16. BIOLOGICAL ASSETS

Total

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Bees3,3703,542

Olive Leaf425506

Total biological assets3,7954,048

Bees

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Balance at beginning of the year3,5423,641

Acquisition665532

Sales-(142)

Fair value increase161-

Net movement in operational hives(998)(489)

Balance at the end of the year3,3703,542

Number of operational hives

Balance at beginning of the year22,62827,379

Acquisition5,000(1,070)

Net movement in operational hives(7,503)(3,681)

Balance at the end of the year20,12522,628

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 $141 (2019: $133).

17. INVESTMENTS

In thousands of New Zealand dollars

Note2020

30 June

2019

30 June

Equity accounted investees17a6,2619,755

Investment in listed shares-822

Convertible loan note -1,818

Investment in unlisted shares88

Total investments6,26912,403

Equity Accounted Investees (EAI)

(a) Investments in Equity Accounted Investees comprises:

Country of

Incorporation

Ownership

Interest Held

Balance

Date

Principal

Activity

Makino Station Limited

New Zealand50%30 JuneApiary and land ownership

Gan Supply JV 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

Kaimanawa Honey Limited Partnership

New Zealand50%30 June

Ceased operating 10

November 2019


* On 30 September 2019 Nga Pi Honey Limited changed its name to Gan Supply JV Limited and Gan Enterprises Limited changed its

name to Nga Pi Honey Limited.

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

which is AUD $5,500,000.

(b) Carrying value of Investments in Equity Accounted Investees

In thousands of New Zealand dollars

Note20202019

Balance at 1 July 9,75530,621

Acquisitions – Apiter S.A.

-9,048

Dividend

-(519)

Impairment

17c(2,543)(2,401)

Share of (loss)/profit

(174)448

Profit elimination

-1,623

Transfer share of (profit)/loss to receivable

(310)62

Foreign exchange movements recognised in

other income

(467)(1,707)

Derecognition of EAI - China

-(26,711)

Derecognition of EAI - SeaDragon

-(709)

Balance at 30 June

6,2619,755

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P28Comvita Financial Statements 2020- P29
17. INVESTMENTS (CONTINUED)

(c) Impairment of Investments in Equity Accounted investees

An impairment Expense of $5,928,000 has been recognised as an expense in profit and loss as at 30 June 2020 (2019: $2,401,000).

The impairment expense is made of the following amounts:

Apiter S.A.

The impairment expense of $1,300,000 (2019: nil) has been recognised against the the Apiter S.A investment due to a delay in

projected sales growth.

Putake Group

An impairment expense of $1,243,000 (2019: $2,300,000) has been recognised against the Putake Group investment and $1,075,000

against the shareholder loan, refer to note 17d.

This investment has been impaired as it is in the process of winding up.

A provision of $675,000 has also been recognised at 30 June 2020 against the related loan to Casa Base Trustees, refer to note 17e.

Medibee

The loan to Medibee has been impaired, refer note 17d, with an impairment expense of $2,310,000 recognised in the income statement

due to the impact of the Australian bush fires on the honey crop.

Kaimanawa

The Kaimanawa shareholder loan of $1,673,000 was written off when the Joint Venture ceased. Refer note 17d.

(d) Loans to Equity Accounted Investees

In thousands of New Zealand dollars

Note2020

30 June

Loan receivable

2019

30 June

Loan receivable

2020

12 months

Interest income

2020

30 June

Interest Receivable

Makino

4,0073,815192192

Medibee 17c

-2,469--

Kaimanawa17c

-1,133--

Putake17c

-875--

Apiter S.A

6005752123

Gan Supply JV

212252--

Total

4,8199,119213215

All loans to equity accounted investees are repayable on demand.

Makino

Interest is accrued on the balance of loan at the a rate of 6.36% p.a. (2019: 6.36%).

Apiter S.A.

The loan is denominated in USD. Interest is accrued on the balance of the loan at a rate of 3.5% p.a. (2019: 3.5%).

Gan Supply JV

The loan is non-interest bearing.

17. INVESTMENTS (CONTINUED)

(e) Loans to Related Parties

In thousands of New Zealand dollars

Note2020

30 June

Loan receivable

2019

30 June

Loan receivable

2020

12 months

Interest income

2020

30 June

Interest receivable

Nga Pi Honey Ltd (Gan Supply JV)

56756736-

Casa Base Trustees (Putake)17c

-63936-

Total

5671,20672-

Nga Pi Honey Ltd

Interest is accrued on the balance of the loan at a rate of 6.36% p.a. (2019: 6.36%), the loan is repayable on demand.

(f) Transactions with Equity Accounted Investees

In thousands of New Zealand dollars

Sale of goods and servicesPurchases of goods and services

(including prepayments)

Transaction valueBalance due fromTransaction valueBalance owing to

2020

Kaimanawa616

-19-

Makino 92

-174-

Gan Supply JV 80

31,870-

Putake60

-18-

Medibee-

---

Apiter S.A19

232,598418

2019

Comvita China*12,560

---

Kaimanawa2,013

4432,551-

Makino 210

-674338

Gan Supply JV 28

16572-

Putake27

-35134

Medibee-

-553-

SeaDragon 39

---

Apiter S.A13

-3,464-

* Transactions included for the period while the investment was still recognised as an EAI.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P30Comvita Financial Statements 2020- P31
18. 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

2020

30 June

2019

30 June

Derivatives – SeaDragon-192

Total assets-192

Derivatives – liabilities (hedging instrument)(714)(2,420)

Total liabilities(714)(2,420)

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.

19. INVENTORY

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Raw materials79,92583,996

Work in progress8421,854

Finished goods36,69948,202

Provision (3,787)(1,860)

Total inventory112,679132,192

Inventory disposed of during the year ended 30 June 2020 has been recognised within cost of goods sold - $827,000 (2019: $1,716,000).

20. TRADE RECEIVABLES

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Trade receivables 17,72630,878

Total trade receivables17,72630,878

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

In thousands of New Zealand dollars

Gross receivable

2020

Impairment

2020

Gross receivable

2019

Impairment

2019

Not past due11,388(162)23,521-

Past due 0-30 days2,296(69) 5,279-

Past due 31-60 days3,269(254)807(4)

Past due 61-365 days1,319(87)1,460(237)

Past due > 365 days59(33)105(53)

Total18,331(605)31,172(294)

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.

20. TRADE RECEIVABLES (CONTINUED)

Credit risk

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

receivables at the reporting date by geographic region was:

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Australia2,0855,073

China7,2886,002

New Zealand5,32210,361

United States3926,269

United Kingdom5291,262

Hong Kong733991

Other regions1,377920

Total17,72630,878

21. SUNDRY RECEIVABLES

In thousands of New Zealand dollars

Note2020

30 June

2019

30 June

Loans to equity accounted investees17d4,8199,119

Loan receivable – related parties1,0171,206

Prepayments 5,3073,393

Other receivables 1,2062,571

Total sundry receivables12,34916,289


22. EMPLOYEE BENEFITS

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Annual leave1,5981,693

Performance accrual 1,7961,976

Accrued wages and salaries259372

Total current employee benefits3,6534,041

Long service leave (non-current)414446

Total employee benefits4,0674,487

23. TRADE AND OTHER PAYABLES

In thousands of New Zealand dollars

Note2020

30 June

2019

30 June

Trade creditors10,44914,113

Accruals12,0209,597

Business combination consideration payable-4,506

Contingent consideration – equity accounted investees71791,167

Due to directors5988

Total trade and other payables 22,707 29,471

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P32Comvita Financial Statements 2020- P33
24. CAPITAL AND RESERVES

Ordinary and partly paid redeemable share capital

In thousands of shares

2020

30 June

2019

30 June

Note

On issue at beginning of the year49,55545,163

Capital raise – Placement and Rights offer20,000-

Share issue - CEO308-

Supplier Partnership Group Share Scheme13426

Acquisition of treasury stock(217)-

Share issue – Comvita China acquisition-4,050

Share issue – Apiter acquisition-155

Issued to members of executive share scheme-144

Issued to employee share purchase scheme-17

Ordinary shares on issue at end of the year69,78049,555

Closing partly paid shares281,2282,028

Total shares including part paid at end of the year71,00851,583

Treasury Stock

In thousands of shares

2020

30 June

2019

30 June

Treasury stock at beginning of the year227408

Acquired on market217-

Issued – CEO(308)(155)

Supplier Partnership Group Share Scheme(134)(26)

Total treasury stock at end of the year2227

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.

Fair value reserve

The fair value reserve comprises the cumulative change in the fair value of Financial Assets designated as Fair Value through Other

Comprehensive Income.

24. CAPITAL AND RESERVES (CONTINUED)

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.

25 . EARNINGS PER SHARE

Basic earnings per share - weighted average number of ordinary shares

In thousands of shares

2020

30 June

2019

30 June

Issued ordinary shares at beginning of year49,55545,164

Effect of shares issued during the year1,2311,138

Weighted average number of ordinary shares at the end of the year50,78646,302

Basic earnings per share (NZ cents)(19.10)(61.05)

Diluted earnings per share - weighted average number of ordinary shares

(diluted)

In thousands of shares

Weighted average number of ordinary shares (basic)50,78646,302

Effect of share entitlements issued -30

Weighted average number of diluted shares at end of the year50,78646,332

Diluted earnings per share (NZ cents)(19.10) (61.05)

26. 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

20202019

Secured bank loan – Westpac NZ20,000NZD3.25%July 202220,00044,000

Multi option credit line – Westpac NZ60,000NZD2.05% & 2.25%July 202212,20055,250

Total borrowings80,00032,20099,250

Less current portion of borrowings--

Borrowings – Non current32,20099,250

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P34Comvita Financial Statements 2020- P35
26. LOANS AND BORROWINGS (CONTINUED)

Covenants and security

The Group was in compliance with all banking covenants during the year and as at 30 June 2020. 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

2020

30 June

2019

30 June

Cash16,68010,314

Less Debt – Non-Current(32,200)(99,250)

Net Debt(15,520) (88,936)

Interest rate risk

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

Group has a policy of ensuring that its exposure to interest rates for borrowings is managed. Interest rate swaps have been entered into to

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

Sensitivity analysis

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

term, however, permanent changes in interest rates will have an impact on profit. At 30 June 2020 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 $598,000

(30 June 2019: $718,000).

Other Facilities

Overdraft schedule

In thousands of New Zealand dollars

Facility Local

Currency

CurrencyInterest rate

2020

Interest rate

2019

Overdraft facility NZD – Westpac NZ750NZD7.25%8.35%

Overdraft facility GBP – Westpac NZ1,650GBP7.25%8.35%

Overdraft facility YEN – Westpac NZ500JPY7.25%8.35%

The balance drawn on each of these at 30 June 2020 is nil (2019: nil).

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

OPERATING ACTIVITIES

In thousands of New Zealand dollars

Note

2020

30 June

2019

30 June

(Loss)/Profit for the period(9,701)(27,717)

Adjustments for:

Depreciation13/158,7484,556

Amortisation 142,1221,865

(Gain) on disposal of property, plant & equipment(233)(62)

Share based payments9329678

Supplier share scheme – inventory purchase459-

Fair value loss in biological assets 10389652

Net loss on fair value of derivatives 8 456991

Wind-up of equity accounted investee1,070-

Interest income from investing activities(264)(518)

Gain on deemed sale of 51% of Comvita China 7-(4,055)

Equity accounted investees – profit elimination movement17b-(1,623)

Share of loss/(profit) equity accounted investees17b174(448)

Impairment – goodwill 14-19,825

Impairment – equity accounted associates17c5,9282,401

Change in fair value of contingent consideration-(484)

Other -(123)

Profit adjusted for non-cash items9,477 (4,062)

Change in trade payables relating to investing activities(209)(5,243)

Changes in sundry receivables related to shares-(11)

Movement in working capital items:

Change in inventories19,513(15,700)

Change in trade receivables13,15224,935

Change in sundry debtors and prepayments1283,926

Change in trade and other payables(2,258)6,533

Change in employee benefits(420)33

Change in tax payable606(806)

Change in deferred tax (2,413) (2,850)

Change in working capital items from foreign currency translation reserve1,084(1,156)

Other movements:

Change related to business combination -15,086

Movement of deferred tax in equity(768)306

Prepayment to equity accounted investee1,435-

Foreign investor tax credits-10

Foreign currency reserve(30)85

Net cash from operating activities39,29721,086

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P36Comvita Financial Statements 2020- P37
28. 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 202030 June 2019

Number of

entitlements

Weighted

average

exercise price

Number of

entitlements

Weighted

average

exercise price

Entitlements outstanding at beginning of year2,0287.592,0577.67

Entitlements granted during the year--5786.33

Entitlements forfeited during the year(800)8.52(463)7.44

Entitlements converted to ordinary shares

(Note 24)

--(144)3.67

Entitlements outstanding at end of year1,2287.052,0287.59

There are 40 (2019: 53) employees in the scheme. The number of entitlements at 30 June 2020 is 1.7% (30 June 2019: 3.9%) 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.

28. EMPLOYEE SHARE SCHEMES (CONTINUED)

(a) Executive share scheme (continued)

Fair value of share entitlements and assumptions

Issue Date 30-Sep-1630-Jun-178-Oct-18

Entitlements issued (number)801,250582,500577,500

Entitlements on hand (at 30 June 2020)255,625447,500525,000

Fair value at measurement date$1.26$1.59$1.08

Share price at grant date$11.30$5.80$6.00

Grant date30-Sep-1630-Jun-178-Oct-18

Exercise price$11.08$5.60$6.33

Expected price volatility23.7%52.6%34.2%

Share life (weighted average life of each

tranche)

2-4 years2-4 years2-4 years

Expected dividend yield2.73%3.26%1.02%

Risk-free interest rate 1.87%1.81%1.88%

Forecast share hurdles at 30 June 2020*$14.74 - $16.16$7.34 – $7.98$7.60 - $8.71


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.

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

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

(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.

20202019

Employees in the scheme4475

Number of shares held25,18430,911

% of share capital0.03%0.06%

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P38Comvita Financial Statements 2020- P39
29. 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.

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.

29. FINANCIAL INSTRUMENTS (CONTINUED)

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

2020

Non-derivative financial liabilities

Secured bank loans (32,200)(33,206)(14,502)(8,379)(10,325)--

Trade and other payables(22,707)(22,707)(22,707)----

Total non-derivative liabilities(54,907)(55,913)(37,209)(8,379)(10,325)--

Derivatives

Inflow-32,75719,19413,4864334-

Outflow(714)(33,465)(18,949)(13,375)(616)(525)-

Total(714)(708)245111(573)(491)-

2019

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)-

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P40Comvita Financial Statements 2020- P41
29. FINANCIAL INSTRUMENTS (CONTINUED)

Currency risk

In thousands of New Zealand dollars

Group

2020

RMBAUDGBPHKDUSDOther

Trade receivables7,2881,8603837331,5861,589

Trade and other payables (1,293) (2,602)(438)(1,024)(1,993)(1,006)

Gross statement of financial position exposure5,995(742)(55)(291)(407)583

Forward exchange contracts (local currency)40,0006,75075012,0006,500126,000

2019

RMBAUDGBPHKDUSDOther

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-

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 2020 assumes a

20 percent (30 June 2019: 20 percent) strengthening and weakening of the NZD.

2020202020192019

EquityIncome statementEquityIncome statement

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

AUD1,204(1,807)--491(737)--

GBP241(361)--461(692)--

USD1,679(2,519)--1,806(2,706)--

HKD399(598)--921(1,380)--

CNH1,436(2,146)------

JPY303(456)--581(874)--

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

30. 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

2020

30 June

2019

30 June

Director fees550514

Short term employee benefits2,2272,663

KiwiSaver employer contribution6948

Share based payments 84349

Total2,9303,574

On the 13 March 2020, the Company issued 307,488 ordinary shares from treasury stock to CEO David Banfield. The subscription price

for the shares was satisfied partly through the provision of a $450,000 interest free loan, with the remainder settled by David Banfield in

cash. The acquisition of shares by David Banfield was at market value, calculated as the volume weighted average of prices at which CVT

shares traded over the prior 10 trading days.

At 30 June 2020 Directors and other key management personnel of the Company control 3.72% (2019: 4.84%) of the voting shares of the

Company.

Other transactions with key management personnel

Other related party transactions

In thousands of New Zealand dollars

2020

30 June

2019

30 June

Consulting fees

- Brett Hewlett 8212

- Luke Bunt31-

- Neil Craig 5-

Craigs Investments

- Custodial and secretarial fees2248

- Capital raise underwriting fee800-

Total94060

No amounts are payable as at 30 June 2020 for the transactions listed in the table above (2019: nil).

Consulting fees were paid to Directors acting in an Executive Director capacity in respect of the Strategic Review and in relation to Due

Diligence Committee duties for the Capital Raise

Craigs Investment Partners Limited are considered to be a related party as Neil Craig was Chairman of both entities for a portion of the

financial year. Craigs Investment Partners Limited manage the Comvita share purchase program (START Scheme), provided secretarial

services and underwriting services related to Comvita’s capital raise.

NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS

Comvita Financial Statements 2020 - P42Comvita Financial Statements 2020- P43
30. 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 Limited *New 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%30 JuneSelling and distribution

Comvita Holdings HK LimitedHong Kong100%30 JuneHolding Company

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

Comvita HK LimitedHong Kong100%30 JuneSelling and distribution

Comvita Holdings Pty LimitedAustralia100%30 JuneHolding Company

Comvita Australia Pty Limited Australia100%30 JuneManufacturing, selling &

distribution

Olive Leaf Australia Pty LimitedAustralia100% 30 JuneNot trading

Olive Products Australia Pty Limited Australia100%30 JuneProperty ownership

Comvita IP Pty LimitedAustralia100%30 JuneIP ownership

Comvita Health Pty LimitedAustralia100%30 JuneNot trading

Medihoney Pty LimitedAustralia100%30 JuneNot trading

Medihoney (Europe) LimitedUnited Kingdom100%30 JuneNot trading

Comvita Holdings UK LimitedUnited Kingdom100%30 JuneHolding Company

Comvita UK LimitedUnited Kingdom100%30 JuneSelling and distribution

New Zealand Natural Foods LimitedUnited Kingdom100%30 JuneNot trading

* Kiwibee Medical Limited and Jonno Developments Limited amalgamated into Comvita New Zealand Limited effective 1 July 2020.

NOTES TO THE FINANCIAL STATEMENTS




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 ’C ompany’) and its

subsidiaries (the 'Group') on pages 3 to 42:

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

financial position as at 30 June 2020 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 2020;

— 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.

Comvita Financial Statements 2020 - P44Comvita Financial Statements 2020- P45





The key audit matter How the matter was addressed in our audit

Business Combination – Comvita China

Refer to Note 5 to the Financial Statements.

During the prior year the Group acquired Comvita

Food (China) Limited and Comvita China Limited

(collectively referred to as “Comvita China”). The

finalisation of the purchase price allocation

component of the business combination was

completed during the current financial year.

Accounting for business combinations requires

management to make judgements in order to:

— Identify all assets acquired and liabilities

assumed; and

— Estimate the fair value of the identified

assets and liabilities.

Determining the fair value of identifiable assets

and liabilities assumed may require management

to estimate cash flow forecasts, discount rates

and other unobservable assumptions.

Our audit procedures included the following, amongst others:

— We reviewed the sale and purchase agreements underpinning

the acquisition;

— We reviewed and challenged management’s assessment of the

identifiable assets acquired and liabilities assumed, including

exploring the possibility that further unidentified assets or

liabilities could exist;

— We obtained an understanding of the approach to the valuation

of each identifiable asset and liability, employed by

managements external expert;

— We utilised KPMG specialists to review management’s valuation

of identifiable assets and liabilities; and

— We assessed disclosures of the transactions in the financial

statements against applicable accounting standards.

There were no material findings in respect of the purchase price

allocation or the related disclosure.


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 Directors’ Declaration, Statutory Information and Company Directory 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.






The key audit matter How the matter was addressed in our audit

Impairment of Non-Current Assets

Refer to the impairment expense recognised in

the Income Statement on Page 3, the Statement

of Financial Position on Page 5 and Note 3(j).

The Group has $125m of non-current assets. In

light of performance in the current year and the

Group’s net assets exceeding market

capitalisation at 30 June 2020, the consideration

of 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.

In the current year the Group has identified the

following cash generating units (CGU’s):

— Greater China;

— Apiaries; and

— Other.

The Group utilises value in use models to

determine the recoverable amount of the Group’s

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, including the impacts

of Covid-19 (if any);

— UMF Honey quality and annual yield (KGs)

per Hives;

— Terminal growth rates; and

— The discount rate applied to those cash

flows.








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, their operations and

the internal reporting of the business;

— We assessed the value in use models (VIU) for each CGU

considering the methodology adopted in the discounted cash

flow valuation models against the requirements of the

applicable financial reporting standards;

— We considered the consistency of assumptions in individual VIU

models with the overall Group 5 year strategic plan to ensure

appropriate and consistent cash flows reported. We analysed

the future cash flow forecasts used and determined whether

they are reasonable based on the implementation of the

strategic plan and historical achievements;

— We utilised valuation specialists to challenge key judgements,

which included the weighted average cost of capital applied and

terminal growth rates, through comparison to market data and

industry research;

— We performed sensitivity analysis on key cash flow forecast

assumptions, UMF quality, annual honey yields, WACC and

terminal growth, to understand the impact of reasonable

possible changes in key assumptions in various scenarios;

— We performed testing to compare the calculated recoverable

values to the associated carrying amounts, and assessed

whether any impairment expense is to be recognised;

— We examined conceptually and in detail why net assets

exceeded market capitalisation as at 30 June 2020; and

— We considered and reviewed appropriateness, sufficiency and

clarity of required disclosures included in the Group financial

statements.

The procedures performed did not identify any material adjustments

to the impairment expense recognised or the related disclosure.









Comvita Financial Statements 2020 - P46Comvita Financial Statements 2020- P47
Principal activity

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

Dividend

No dividends have been declared or paid for the year ended 30 June 2020.

Directors’ remuneration for the year ended 30 June 2020

In thousands of New Zealand dollars

FeeOtherTotal

B Hewlett

10182183

N. J Craig (ceased 30 June 2020)

93598

L.N.E Bunt

8231113

S.J Kennedy

77-77

P Reid

63-63

B Major (appointed 1 September 2019)

52-52

C Dayong (appointed 17 October 2019)

46-46

Z Guangping (appointed 17 October 2019)*

22-22

M.J Denyer (Retired 16 August 2019)

14-14

Total

550118668


*Z Guangping was granted a leave of absence in accordance with the constitution for the period 1 February to 30 June 2020.

INTERESTS REGISTER

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

appointment as director of the Company or any companies in the Group:

N.J Craig

Chairman - Craigs Investment Partners

Director - Comvita Limited

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

Member - Oriens Capital Investment Committee

B. Major

Chairman – Gibb Holdings (Nelson) Ltd

Chairman - High Value Nutrition National Science Challenge

Chairman - Go Global Avocado Primary Growth Partnership

Deputy Chairman – Hautupua General Partner Ltd

Deputy Chairman – Miro Trading General Partner Ltd

Managing Director – Sinotearoa Ltd

Director – Comvita Limited

Director – BioVittoria Ltd

Director – BioVittoria Investments Ltd

Member – Oriens Capital Investment Committee

P.R.T Reid

Chairman - Figured Limited

Chairman – Volpara Health Technologies Limited

Director – Comvita Limited

Director – The Equanut Company Limited

Director – Christchurch International Airport Limited

Director - Pukeko Pictures GP Limited (ceased 31 March 2020)

S.J Kennedy

Director - Comvita Limited

Director – SJK Consulting Limited

Director – Lifestream International Limited

Director – Lanaco Limited

Director – Middlemore Foundation Limited

Director – Calocurb Ltd

Director – New Zealand Rural Land Co

L.N.E Bunt

Director – Comvita Limited

Chairman - Heat Treatments Ltd

B.D Hewlett

Chairman – Priority One Inc.

Chairman – Bluelab Corporation Limited

Chairman – Comvita Limited

Director – Quayside Holdings Limited

Z. Guangping

Director – Comvita Limited

C. Dayong

Director – Comvita Limited

Director - China Resources Ng Fung Limited

Director - China Resources Retail (Group) Company Limited

Director - Pacific Coffee (Holdings) Limited

Director - China Resources Snow Breweries Limited

Director - CRE Alliance Fund Management Company Limited

STATUTORY INFORM ATION






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

24 August 2020


Comvita Financial Statements 2020 - P48Comvita Financial Statements 2020- P49
DIRECTORS OF GROUP COMPANIES OTHER THAN SHOWN ABOVE

CompaniesDirectors

Apimed Medical Honey LimitedD Banfield*

Bee & Herbal New Zealand LimitedD Banfield *

Comvita Australia Pty LimitedB Hewlett M Tobin

Comvita China LimitedM SaddG Zhu

Comvita Food (China) LimitedD Banfield*A ChenG Zhu

Comvita Health Pty LimitedB HewlettM Tobin

Comvita HK LimitedD Banfield*

Comvita Holdings HK LimitedD Banfield*

Comvita Holdings Pty LimitedB HewlettM Tobin

Comvita Holdings UK LimitedB Hewlett

Comvita IP Pty LimitedB HewlettM Tobin

Comvita Japan K. K.D Banfield*R Shida*

Comvita Korea Co LimitedJ KeastJ Park*

Comvita Landowner Share Scheme Trustee LimitedD Banfield*

Comvita New Zealand LimitedN J CraigB D Hewlett

Comvita Share Scheme Trustee LimitedS KennedyL Bunt

Comvita Taiwan Limited D Banfield*

Comvita UK LimitedB Hewlett

Comvita USA, IncD Banfield*A Barr*

Green Life (New Zealand) Product LimitedD Banfield*

Jonno Developments LimitedD Banfield*

Kiwi Bee Medical Limited A J Bougen C T Baskin*

Kyoto Forests of New Zealand LimitedD Banfield*

Medibee LimitedD Banfield*

Medihoney Europe LtdB Hewlett

Medihoney Pty LtdB HewlettM Tobin

New Zealand Natural Foods LimitedB Hewlett

Olive Leaf Australia Pty LimitedB HewlettM Tobin

Olive Products Australia Pty LimitedB HewlettM Tobin

* denotes an executive of a Group Company

** Kiwibee Medical Limited and Jonno Developments Limited amalgamated into Comvita New Zealand Limited effective 1 July 2020

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--395,940997,197

S.J Kennedy(61)(181)7,09018,778

L.N.E Bunt-- 20,000 47,027

P.R.T Reid --11,51728,793

B. Major--24,40268,071

B.D Hewlett (152)(440)13,30032,900

Directors Shareholding

Directors, or entities associated with directors, held the following shareholding in Comvita Limited at 30 June 2020:

DirectorOpening BalanceShares Sold/

Transferred

Shares Purchased/

Transferred

Closing Balance

N.J Craig

Beneficial

Custodial Services Limited (A/C 4)500,000-171,875671,875

Eaglesham Trust420,000-171,250591,250

Sheryl Denise Tebbutt75,000-25,780 100,780

Anna Beth Craig25,000-8,59333,593

Custodial Start Scheme11,098-18,383 29,481

Craigs KiwiSaver Scheme Account177-59236

Non-beneficial170,000-78,078248,078

Total1,201,275-474,0181,675,293

S.J Kennedy

Beneficial

S.J Kennedy8,865-4,00012,865

Custodial start scheme7,088(61)3,09010,117

Total15,953(61)7,09022,982

L.N.E Bunt

L.N.E Bunt and G.E Bunt15,000-11,51026,510

The Bunt Family Trust35,000-8,49043,490

Total50,000-20,00070,000

P.R.T Reid

Beneficial

Craigs KiwiSaver Scheme Account47,797-11,51759,314

Total47,797-11,51759,314

B. Major

Beneficial

Ms S A Parkinson & Mr R M Major3,550-24,40227,952

Total3,550-24,40227,952

STATUTORY INFORM ATIONSTATUTORY INFORM ATION

Comvita Financial Statements 2020 - P50Comvita Financial Statements 2020- P51
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.

DirectorOpening BalanceShares Sold/

Transferred

Shares Purchased/

Transferred

Closing Balance

B.D Hewlett

Beneficial

Brett Donald Hewlett60,490-4,80065,290

YRW Trustees 2005 Limited310,889-8,500319,389

Brett Donald Hewlett – Start

Scheme

13,439(152)-13,287

Total384,818(152)13,300397,966

Beneficial 1,533,393(213)472,4292,005,429

Non-beneficial170,000-78,078248,078

Total1,703,393 (213)550,3272,253,507

DIRECTORS OF GROUP COMPANIES (CONTINUED)

Employees’ remuneration

During the 12-month period to 30 June 2020 the following numbers of employees received remuneration of at least $100,000.

Number of employees

$100,000 to $110,00013

$110,000 to $120,00010

$120,000 to $130,00013

$130,000 to $140,0004

$140,000 to $150,0005

$150,000 to $160,0006

$160,000 to $170,0006

$170,000 to $180,0005

$180,000 to $190,0002

$190,000 to $200,0003

$230,000 to $240,0003

$250,000 to $260,0001

$260,000 to $270,0001

$290,000 to $300,0001

$310,000 to $320,0001

$320,000 to $330,0001

$330,000 to $340,0001

$340,000 to $350,0001

$350,000 to $360,0001

$370,000 to $380,0001

$380,000 to $390,0001

$410,000 to $420,0001

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 $6,000 (2019: $22,000). The Company also made donations of products to

charitable organisations.

STATUTORY INFORM ATIONSTATUTORY INFORM ATION

Comvita Financial Statements 2020 - P52
DIRECTORS

Comvita Board Of Directors

Neil John Craig

(ceased 30 June 2020)

Lucas (Luke) Nicholas Elias Bunt

Sarah Jane Kennedy

Paul Robert Thomas Reid

Brett Donald Hewlett

Robert Malcolm Major

(appointed 1 September 2019)

Guangping Zhu

(appointed 17 October 2019)

Dayong Cheng

(appointed 17 October 2019)

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

Analysis of shareholder by size as at 1 August 2020

Category

No of shareholdersShares heldPercentage of

shareholders

Percentage of

shares

Up to 1,000 shares 1,228 607,54135.63%0.87%

1,001 – 5,000 shares1,407 3,509,15240.82%5.03%

5,001 – 10,000 shares3832,751,75411.11%3.94%

10,001 – 100,000 shares3829,635,63311.08%13.81%

100,001 shares or more4753,275,8721.36%76.35%

Total3,447* 69,779,952 100.0%100.0%

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

Top 20 shareholders as at 1 August 2020

ShareholderShares heldPercentage of

shares

Li Wang8,552,73612.26%

National Nominees New Zealand Limited4,585,4286.57%

China Resources Ng Fung Limited4,582,0006.57%

Kauri NZ Investments Limited3,558,0775.10%

Alan John Bougen & Lynda Ann Bougen & Graeme William Elvin2,397,5503.44%

Custodial Services Limited - Account 32,266,8503.25%

Accident Compensation Corporation1,907,6412.73%

Custodial Services Limited - Account 41,804,2562.59%

Junxian Li1,738,6572.49%

Bnp Paribas Nominees NZ Limited1,532,1172.20%

Forsyth Barr Custodians Limited1,421,9342.04%

Li Sun1,410,0002.02%

Robert Bertram Tait & Jane Gibbons Tait & Ian James Craig1,327,0531.90%

Pt Booster Investments Nominees Limited1,007,2551.44%

Maori Investments Limited1,000,0001.43%

JBWERE (Nz) Nominees Limited986,5061.41%

FNZ Custodians Limited899,9781.29%

Citibank Nominees (Nz) Ltd787,8761.13%

Kevin Glen Douglas & Michelle Mckenney Douglas753,6551.08%

Masfen Securities Limited734,0101.05%

Other26,526,373

38.01%

Total Ordinary Shares**69,779,952100.00%

** does not include 1,228,125 partly paid redeemable share entitlements as detailed in Note 28 to the annual accounts

Substantial security holders as at 1 August 2020

ShareholderShares heldPercentage of

shares

Li Wang

8,552,73612.26%

China Resources Ng Fung Limited

4,582,0006.57%

Milford Asset Management Limited

4,448,0426.37%

Kauri NZ Investments Limited

3,558,0775.10%

DIRECTORYSHAREHOLDER ANALYSIS

NORTH AMERICA

Comvita USA Inc.

Comvita USA Inc.,

506 Chapala Street

Santa Barbara, CA 93101 | USA

Phone +1 855 449 2201

usacustomerservice@comvita.com

UNITED KINGDOM

Comvita UK Limited

2nd Floor, 47a High Street

Maidenhead, SL61JT

United Kingdom

Phone +44 1628 779 460

info@comvita.co.uk

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

KOREA

Comvita Korea Co Limited

18F Gwanghwamun Building,

149 Sejong-daero, Jongno-gu,

Seoul(03186), Korea

Phone +82 2 2631 0041

service.korea@comvita.com

AUSTRALIA

Comvita Australia Pty Limited

10 Edmondstone Street

South Brisbane

Queensland 4101 | Australia

Phone +61 7 3845 1400

Freephone 1800 466 392

Customer Service 1300 653 436

info@comvita.com.au

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

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

Comvita Financial Statements 2020- P54

---

B u i l d i n g a B e t t e r B u s i n e s s
F U L L Y E A RR E S U L T F Y 2 0 | 2 4 A U G U S T 2 0 2 0

Presented by: David Banfield, CEO | Adrian Barr, Acting CFO

1

ThispresentationisgivenonbehalfofComvitaLimited.
Informationinthispresentation:

•Shouldbereadinconjunctionwith,andissubjectto,ComvitaAnnualReports,InterimReportsandmarket

releasesonNZX;

•IsfromtheAuditedAnnualresultsfortheyearended30thJune2020;

•Includesnon-GAAPfinancialmeasuressuchasUnderlyingEBITDAandOperatingNetProfitaftertax.These

measuresdonothaveastandardisedmeaningprescribedbyGAAPandthereforemaynotbecomparableto

similarfinancialinformationpresentedbyotherentities.Theyshouldnotbeusedinsubstitutionfor,or

isolationof,Comvita'sauditedfinancialstatements.Wemonitorthesenon-GAAPmeasuresaskey

performanceindicatorsandwebelieveitassistsinvestorsinassessingtheperformanceofthecore

operationsofourbusiness.

•Maycontainprojectionsorforward-lookingstatementsaboutComvita.Suchforward-lookingstatementsare

basedoncurrentexpectationsandinvolverisksanduncertainties.Comvita’sactualresultsorperformance

maydiffermateriallyfromthesestatements;

•Includesstatementsrelatingtopastperformance,whichshouldnotberegardedasareliableindicatorof

futureperformance;

•Isforgeneralinformationpurposesonly,anddoesnotconstituteinvestmentadvice;and

•Iscurrentatthedateofthispresentation,unlessotherwisestated.

Whileallreasonablecarehasbeentakenincompilingthispresentation,Comvitaacceptsnoresponsibilityforany

errorsoromissions.

AllcurrencyamountsareinNewZealanddollars,unlessotherwisestated.

I M P O R T A N T N O T I C E

2

A G E N D A
•Covid-19 impact on business FY20

•Full Year Results FY20

•Cashflow, Inventory and Net Debt

•Honey Harvest FY20

•Market Segment Performance

•Non-Operating Impacts Review

•Building a Better Business

•Q&A

I M P A C T O F C O R O N A V I R U S O N P E R F O R M A N C E
Summary

•Positive trading during the Covid-19 period as consumers look to purchase natural health products

Positive impacts

•China, Asia, CBEC, North America and EMEA revenue growth year on year = $20M

•Double digit growth North America, China, CBEC, Japan, Korea, SEA and EMEA

•Temporary Covid-19 impact retail in China -$3.4M in H2 offset by strong online growth

•Retail in China has now normalised

•North America

•Strong digital performance improvement +45%

•Strong retail sales +88%

•Positive Covid-19 stock fill $2.6M

Negative impacts

•AU/NZ and Hong Kong revenue decline = $12M

•Business materially impacted by loss of footfall in tourism, retail and daigou channels

•Mānuka honey sales impacted by daigou and tourism

•H2 revenue impact AU/NZ $11m

•HK predominantly retail business impacted by civil unrest and loss of tourism expected to continue -$3M ($1M

Covid-19)

•Propolis and Fresh Picked Olive Leaf™performed well

General conditions

•Good inventory levels in-market. Boosting local inventory to meet ongoing anticipated inflated demand

4

B U I L D I N G A B E T T E R B U S I N E S S
Turnaround and

transformation on track as

Comvita delivers strong second

half performance

5

F U L L Y E A R
R E S U L T S

F Y 2 0

6

•Revenue growth 14.5%
•Strong top and bottom line growth in focus growth markets

•China +11% sales, +60% contribution

•North America +66% sales, +196% contribution

•Full year EBITDA $4.2M

•Year-end underlying EBITDA*+$19.1M

•H2 +$18.4M

•NPAT ($9.7M)

•Impact of one offnon-operating items ($9.3M)

•Year-end Net Debt $15.5M versus $93M in December

•$50M capital raise completed in June

•$27.5m cash generated to pay down debt

•No dividend payable in FY20

•Significant simplification of total organisation

•Organisationrestructure complete (costs in FY20)

•Headcount reduction from 630 to 540

•Reduction of risk

•Capital structure reset

•Low risk honey harvest model implemented

•New bank facilities agreed to June 2022

*Underlying EBITDA is a non-GAAP measure. We monitor this as a key performance indicator and believe it assists

investors in assessing the performance of the core operations of our business.

7

H E A D L I N E S

*Underlying EBITDA is a non-GAAP measure. We monitor this as a key
performance indicator and believe it assists investors in assessing the

performance of the core operations of our business.

H E A D L I N E S

H1H2Full Year

•EBITDA$(8.8)M$13.0M$4.2M

•Underlying EBITDA* $0.6M$18.4M$19.1M

•Revenue $94M$102M$196M

•Net Debt (OB $88.9M)+$4.2M-$77.6M$15.5M

•China and North America strong growth (like for like)

•China market contribution margin +60%

•US contribution margin +196%

•$15m business transformation plan on target

•Business simplification plan on track

•Team restructure complete (excluding China)

•Leadership team in place

8

*Underlying EBITDA is a non-GAAP measure. We monitor this as a key performance indicator and believe it assists

investors in assessing the performance of the core operations of our business.

Y E A R I N R E V I E W
*Underlying EBITDA is a non-GAAP measures. We monitor this as a key performance indicator and

believe it assists investors in assessing the performance of the core operations of our business.

30 June 2020

$'000

30 June 2019

$'000

Revenue195,912171,104

Gross Profit95,94363,761

Gross Margin49.0%37.3%

Operating Expenses96,39873,548

Operating Expenses excl China72,03471,423

Underlying EBITDA*19,0860

Net Loss after tax(9,701)(27,717)

Net Debt15,52088,936

Operating Cashflow39,29721,086

Inventory112,679132,192

9

EBITDA: earnings before interest, tax, depreciation and amortisation and EBITDA operating is adjusted for non-operating items. EBITDA and NPAT, operating and
underlying are non-GAAP measures. We monitor these as a key performance indicators and believe it assists investors in assessingthe performance of the core

operations of our business.

U N D E R L Y I N G R E S U L T R E C O N C I L I A T I O N

H1

NPAT

$’000

H1

EBITDA

$’000

H2

NPAT

$’000

H2

EBITDA

$’000

FY20

NPAT

$’000

FY20

EBITDA

$’000

Per financial statements​(12,970)(8,829)3,26913,008(9,701)4,179

Add back non-operating items:​

Comvita China-release ofinventory fair value2,6743,5671023192,7763,886

Equity accounted investments:

-release of deferred consideration--(1,039)(1,039)(1,039)(1,039)

-impairment and provision against related loan2,3102,3104,2934,2936,6036,603

-wind-up and loan write-off669669(101)-568669

Fair valuemovements-SeaDragon​1541543838192192

Fair value movements –biological assets​5272206317258389

Other(20)(20)--(20)(20)

Total adjustments5,8396,7523,4993,9289,33810,680

Operating result(7,131)​(2,077)6,76816,936(363)14,859

One off costs incurred:

Inventory write downs1,3001,806--1,3001,806

Nelson site Closure360500--360500

Restructuring related costs7009701,0931,5111,7932,481

Other increases(395)(560)--(395)(560)

Total adjustments1,9652,7161,0931,5113,0584,227

Underlying result(5,166)6397,86118,4472,69519,086

10

C A S H F L O W,
I N V E N T O R Y

& N E T D E B T

11

C A S H F L O W
Cash flow movements30 June 202030 June 2019Movement

Operating cash inflow39,29721,08618,211

Investing activities(9,693)(17,704)8,011

Financing activities(23,271)2,239(25,510)

Cash and cash equivalents16,68010,3146,366

•Significant improvement in operating cash

inflow

•Investing cashflow is lower than prior period

from focused capital expenditure

•Financing activities -repayment of bank debt in

excess of capital raise proceeds by $19M due to

strong operating cashflow and focus on working

capital improvements

12

I N V E N T O R Y & N E T D E B T
•Inventory reduced by $20M vs 30 June 2019

•Finished goods reduction across all major markets

•Net debt decrease of $73M vs 30 June 2019 due to

successful capital raise $50M and working capital

improvements $23M

•Banking facility extended to July 2022

Key Balance Sheet Ratiosas at30 June 2020

$'000

30 June 2019

$'000

Total assets286,423313,043

Total inventory112,679132,192

Trade receivables17,72630,878

Working capital128,597155,161

Net debt15,52088,936

Total equity211,748173,355

Net debt to equity ratio7%51%

Weighted average shares on

issue50,78646,302

13

H O N E Y
H A R V E S T F Y 2 0

N E W B U S I N E S S

M O D E L F Y 2 1

14

Very strong harvest
•Record crop c 700 tonnes

•Record quality of yield

•+150%increase in >UMF 10+

•Site performance improvements

•Breeder queens improving hive yield

•Reduction in sites with high fixed cost load

•Benefit to FY20 result $2.2m (GP)

•Further $4M benefit flow into FY22/3

H O N E Y H A R V E S T F Y 2 0

15

16
New harvest model FY21 reduces risk

•All sites carefully selected on three criteria

•Yield

•Quality of yield

•Servicingcost per hive/site

New model impact on performance

•Equivalent harvest yield to FY20 delivers > 40-50% improvement in

margin contribution c680-720 tonnes

•10% reduction in yield delivers same GP as FY20 –c600 tonnes

•Breakeven –poor harvest (average. of last two poor harvest) 410

tonnes

N E W H A R V E S T M O D E L F Y 2 1

17
Improved cultivars support performance

Cultivar improvement programme since 2006

•Infield trials since 2011

•18 trial sites across the country

•Increased flower abundance and extended flowering time

•Increased nectar quantity and quality

•~ 80% increase in DHA activity

Good hive health drives yields

•Starts with strong queens

•Comvita Queenbreeding unit established to improve yields and

varroa resistance

•"Closed population" breeder queens selected for these traits

•Capacity topopulate all Comvita hives with improved queens

T H E S C I E N C E O F

O P T I M I S I N G H A R V E S T

Y I E L D S

Time is of the essence
•Detailed evaluation proves the benefit

of optimised timing ofhives placement

•Maximise target crop and avoid dilution

•Comvita drone capability to

optimise timing

•Positive impact on crop value

T H E S C I E N C E O F O P T I M I S I N G H A R V E S T Y I E L D S

23/10

20/11

08/12

18/12

18

M A R K E T
S E G M E N T

P E R F O R M A N C E

19

NORTH AMERICA
$

22.1m

(2019 : $13.4m)

Other sales of $14.5m (2019: $13.8m).

R E V E N U E F O R T H E Y E A R E N D I N G 3 0 J U N E 2 0 2 0

EMEA***

$

6.9m

(2019 : $6.2m)

REST OF ASIA

$

20.5m

(2019 : $16.7m)

Greater CHINA*

AUSTRALIA

/ NZ (ANZ) & CBEC**

$

52.8m

(2019 :$69.6m)

20

* China sales include Hong Kong.To enable comparison, the 2019 sales includes the in-market sales of the China Joint Venture (JV) which were not included in Comvita group revenue

** Cross Border E-commerce

*** Europe, Middle East and Africa

$

79.0m

(2019 : $76.5m)

+66%

+11%

CHINA*

$

57.6m

(201951.9M)

+11%

+23%

-24%

+3%

20

Other contribution of $2.3m (2019: $1.5m).
21

* China sales include Hong Kong.To enable comparison, the 2019 sales includes the in-market sales of the China Joint Venture (JV) which were not included in Comvita group revenue

** Cross Border E-commerce

*** Europe, Middle East and Africa

-10%

N E T C O N T R I B U T I O N F O R T H E Y E A R E N D I N G 3 0 J U N E

NORTH AMERICA

$

4.4m

(2019 : $1.5m)

+196%

Greater CHINA*

$

11.2m

(2019 : $7.9m)

CHINA*

$

9.2m

(20196M)

+41%

REST OF ASIA

$

4.2m

(2019 : $2.2m)

+88%

AUSTRALIA

/ NZ (ANZ) & CBEC**

$

16.3m

(2019 :$23.1m)

-30%

EMEA***

$

511k

(2019 : $463k)

+60%

21

22
N O R T H A M E R I C A

Revenue +66% with good performance across major customers

•Retail + 88%

•Digital + 44%

•New distribution achieved in 2600 stores

•1000 in FY20

•1600 for FY21

•Covid-19 increased stock holding benefit in FY20 c$2.6M

•One off stock fill benefit of $0.5M (new listings)

•Winner of various consumer awards

Contribution margin +196% or $2.9M

•Strong operating leverage

•Strong growth in online channels supporting margin accretion

•Total opexinvestment +35%

•Net contribution to 20% reflecting operating leverage

Variance

Fav/(Unfav)

Variance %

NZD ($’000)

June 2020June 2019

Sales22,13713,3618,77666%

Net Contribution4,3921,4842,908196%

Net Contribution %20%11%9%

Net Contribution is a non-GAAP measure. We monitor this as a key performance indicator and

believe it assists investors in assessing the performance of the core operations of our business.

23
C H I N A ( L I K E-F O R-L I K E )

First full twelve-month period of China integration

Positive impact of fully integrated business

•Like-for-like revenue in China +11%

•$1.9M incremental investment in marketing activity vs FY19

•Number one brand in China 11/11, 12/12 and 6/18

•China net contribution +60%

•Net contribution increase to 17% of sales

Variance

Fav/(Unfav)

Variance %

NZD ($’000)

June 2020June 2019

Sales57,63251,9475,68511%

Net Contribution9,2365,9883,59860%

Net Contribution %17%12%5%

Net Contribution is a non-GAAP measure. We monitor this as a key performance indicator and believe it assists

investors in assessing the performance of the core operations of our business.

24
G R E A T E R C H I N A *

( L I K E-F O R-L I K E P E R F O R M A N C E )

•Total revenue plus 54% due to consolidation of China JV

•Net contribution +119% due to consolidation of China subsidiary

•Like for like revenue +3.3%

•Like for like net contribution +41%

•Hong Kong revenue negatively impacted by unrest and Covid-19

•Hong Kong revenue -12.8%

•Hong Kong contribution +17.2%

•Closure of 7 unprofitable stores out of 31

Variance

Fav/(Unfav)

Variance %

NZD ($’000)

June 2020June 2019

Sales79,02276,4852,5373%

Net Contribution11,1547,9153,23941%

Net Contribution %14%10%4%

25
R E S T O F A S I A

Revenue +23%

•Strong double-digit revenue growth across all markets

•Brand investment + 15%

Contribution +89% due to operating leverage

•Strong gross margins

•Discontinuation of dilutive GP categories

•Net contribution increase to 20% (+7PPTS) highlights

operating leverage

Variance

Fav/(Unfav)

Variance %

NZD ($’000)

June 2020June 2019

Sales20,53316,7223,81123%

Net Contribution4,1992,2341,96588%

Net Contribution %20%13%7%

26
A N Z

Total revenue –($16.8M) versus PCP*

•H1 impact of MPI definition change and major customer one-off

purchase in PCP was expected to flow through to full year ($5.5M)

•H2 Covid-19 impact of$11M

•Closure of retail

•Daigounot operating effectively impacting customer stock holding

•Footfall reduced through airports

Net contribution -30% or -$6.9M versus PCP

•-$1.6M from H1 impacts

•-$5.3M from Covid-19 impacts

Variance

Fav/(Unfav)

Variance %

NZD ($’000)

June 2020June 2019

Sales52,80269,562(16,760)-24%

Net Contribution16,26523,151(6,886)-30%

Net Contribution %31%33%-2%

*prior corresponding period

27
E U R O P E , M I D D L E E A S T

A N D A F R I C A ( E M E A )

•Revenue +11% vs PCP

•Digital sales +33%

•New customer strong growth +28% to 10% of total

•Contribution reduced by $48K versus PCP -still unprofitable

•Normalised GP +1100 bps (reported result impacted by legacy stock

clearance) -$700K impact

•$300K airfreight impact in due to internal process error

Variance

Fav/(Unfav)

Variance %

NZD ($’000)

June 2020June 2019

Sales6,9166,21170511%

Net Contribution(511)(463)(48)-10%

Net Contribution %-7%-7%0%

N O N-O P E R AT I N G
I M PA C T S

R E V I E W C O M P L E T E D

28

29
•Queen rearing and extraction business, JV since July 2016

•No strategic value to Comvita

•No trade buyer despite prolonged attempts

•Putake in process of winding up through selling assets

•Write down of investment $3M in FY20

•Residual carrying value $0

P U T A K E

30
K A I M A N A W A

•Joint venture beekeeping operation

•Write down of investment $669Kin FY20

•Residual carrying value $0

31
M E D I B E E A P I A R I E S

A U S T R A L I A

•Joint venture with Capilano Australia founded in May 2016

•Australian bushfires wiped out FY20 crop

•Limited Comvita strategic value -exploring options to exit

•New business model executed to pay down bank facility

•Impairment recognised against shareholder loan FY20 $2.3M

•Carrying value $0

32
S E A D R A G O N

•Market leading supplier of Omega fish oils

•17% shareholder

•Limited strategic value given Comvita renewed focus on Mānuka &

Bee products

•De-listed from NZX

•Write down of carrying value FY20 $2.6M through reserves in equity

•Fair value P&L impact $192K

•Residual value $0

33
A P I T E R

•Long term strategic partnerfor high quality bulk propolis and specialist

product supply

•Good growth achieved in FY20 13%

•Pharma Export (SA) 125% growth PCP

•South America Distribution partner for Comvita Mānuka

•Write down of carrying value to reflect medium term performance

•FY20 impact $1.3M

•Residual carrying value $5.3M

34
F A I R V A L U E A D J U S T M E N T

C O M V I T A C H I N A

•Inventory value adjustment at 100% acquisition May 19

•Fair Value Adjustment recognised in COG’s $3.9M

•One-off impact

•Fully absorbed in FY20

B U I L D I N G A
B E T T E R B U S I N E S S

T R A N S F O R M A T I O N P L A N

35

36
= Long term profitable growth

Right Products

Subsidiaries

Right Markets

Route to Market

Vertical Integration

IMPROVED QUALITY

Transformation / Risk

reduction

$ investment in brand, IP

and science

Consumer

A R O T A H I –O U R F O C U S F Y 2 1

Three Point Plan
37

•Stabilise performance

•Transform the organisation

•Build long term resilience

and growth

37

FY21
Stabilise

Performance

38

39
S TA B I L I S E P E R F O R M A N C E

•Winning in New Zealand and Australia

•NZ is our home market and we must win at home.

•Build distribution and brand loyalty. NZ as a test market

•Lift digital engagement, revenue and advocacy

•Getting fundamentals right

•Focus on Mānuka and Propolisproducts

•Long term investment model OLE

•Joined up business planning based on sell out

•Demand S&OP

•Cashflow

•Inventory

•Relentless simplification and focus on core

•30% SKU reduction target FY21-SKU count reduced to 446

•Rationalising operating businesses 33% reduction

•Reviewing underperforming and non-core assets –complete

39

Transform the
Organisation

40

41
T R A N S F O R M E D O R G A N I S AT I O N

Consumer centric organisation Results

•Focus on consumer understanding and brand loyalty

•Penetration and frequency of use178,000 new users

•Lifetime loyaltyWeibo followers +277%

•Clear roles defined for in-market sales & marketing and ✓

support centre functions

•Increased emphasis on digital transformation Digital sales +35%

New harvest model in FY21

•Designed to breakeven in a poor Mānuka honey harvest but increase upside ✓

from good harvests

•Significantly reduce risk of future poor harvest seasons✓

•Continue to leverage our plantation and Mānuka IP✓

Agile and focusedteam

•Leadership structureNew flat structure in place

•Science at the heartCSO appointed

•Consumer and customer focused✓

•Transformation is our new norm In progress

3 year $15m transformation plan on trackAction
•500+ bps (5 ppts) improvement in gross margin150 BPS in FY21

•Underlying fixed cost reduction of $5.0m $2M in FY21

•Generating long term operating leverage and enabling investment into China

and North America growth marketsInvestment +$6M

•Revenue required to achieve break-even NPAT reduced from $16.2m to $13.5m Complete

per month

Re-define and re-connect with our cause to release organisationalenergy

•Develop and empower the team connected to our causeFY21

•Net positive carbon 2030405K KWH

•Increased focused on safety wellbeing and EVPLTIFR FY21 -20%

Simplified structure

•Flatter structure, for betteraccountability and insight to action✓

•Clear roles and responsibilities✓

•New remuneration structure to be in place FY21 linking rewards and performance✓

42

T R A N S F O R M E D O R G A N I S AT I O N

42

43
43

•Clearer role of Markets and Paengaroa teams, and how they

work together

•Customer facing roles unaffected

•Centralisation to NZ and China

•Agile organisation, expected to act

•New talent in China

•Leadership structure revised for better focus, accountability

and delivery

C O M PA N Y R E S T R U C T U R E

C O M P L E T E

44
L E A D E R S H I P S T R U C T U R E I M P L E M E N T E D

Group CEO

David

Banfield

Chief Customer

Officer,

Saada McNamee

Chief Operating

Officer Supply,

Colin Baskin

Chief Purpose &

Transformation

Officer,

Holly Brown

Chief Business

Development

Officer,

Adrian Barr

Chief Science

Officer,

Dr. Jackie Evans

Chief Financial

Officer,

Nigel

Greenwood

Chief Supply

Chain Officer,

Tracy Brown

GM North

America

Corey Blick

-USA

-Canada

Regional CEO,

Asia

Andy Chen

-Greater China

-Japan

-Korea

-SEA

GM ANZ,

Peter Hardy

-Australia

-New Zealand

GM EMEA

Andy Tarnai

-Europe

-Middle East

-Africa

Long Term Resilience and Growth
Building resilience to weather

unexpected events

45

45

46
LO N G T E R M R E S I L I E N C E A N D

G R O W T H

Aligned 5-year strategic plan to deliver long term equitable growth

•Above average returns vs NZX 50

•New business model focusing on Brand investment and returns (BVP)

•Virtuous reward cycles based on results to recognise team as we grow

•Mānuka category 9.4% CAGR revenue growth to 2025

1

•20 % EBITDA target 2025

•Build confidence with shareholders through open communication and delivery of

results

•Focused growth in North America and China

•Total Addressable Market of US$1.78Bn

1

•Marketing investment to drive penetration, consumption and brand loyalty

•Digital first strategy

•Building Torontos

•Extending the Toronto model to one major city in China and one in the US

•Optimise distribution, marketing activation and digital communication to drive

household penetration with new users and consumption from existing users

•Run activity over 4-8 months with revenue per capita providing the benchmark for

progressive roll out to the next group of cities and larger geographies

1.Source: Kantar World Panel and Statista

S I Z E O F P R I Z E –C H I N A
•Total addressable market US$1.2 bn

•Imported honey 12.5% of total

•Double digit CAGR forecasted

•Mānuka / imported forecast to over index

•Key attribute –trust and heritage

Comvita in China

•Comvita is the market leader in China

•Significant brand equity

•Experienced team in-market

•Focus on delivering model city performance in China -$500m

•Modelling market potential on a per capita basis

•Full integration of former JV completed

•Investment in brand and team capability

47

48
S I Z E O F P R I Z E –N O R T H A M E R I C A

•Total addressable market US$340m

•Current imported honey market circa 30% -US$102m

•High single figure CAGR expected over the next five years

•Strong adoption by millennials and rapidly expanding availability through

online and mass retail

Comvita in North America

•Encouraging performance across major customers

•Black Friday results show the potential to significantly grow overall business

•New distribution agreements in place

•Disruptive market leading D2C

•Geographical balance to group (Asia / North America)

49
•Strong second half performance demonstrates turnaround and

transformation are on track

•FY20 underlying EBITDA $19.1M

•Focused growth markets showing double digit top and bottom line growth

•Covid-19 has been a net positive as consumers chose high quality, natural

health products

•Structure and joint venture review completed with costs in FY20 result

•Comvita is now leaner with a simplified and affordable customer focused

structure

•We are in a significantly stronger financial position (H2 growth, working

capital and debt reduction)

•New strategy and five-year plan agreed as we move towards our FY25 target

of 20% EBITDA

49

S U M M A R Y

50
•Targeting mid single digit revenue growth in FY21 (20% EBITDA benefit)

•Targeting 150 BPS improvement in GP

•Underlying fixed cost reduction of $4M before transformation costs of

$1.5M

•Material increase in marketing investment in North America and China

c$6M

•Building a Better Business

50

B u i l d i n g a B e t t e r B u s i n e s s

F Y 2 1 TA R G E T S

T H A N K
Y O U

51

Q U E S T I O N S
A N D

A N S W E R S

52

---

Template
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019



Results for announcement to the market

Name of issuer Comvita Limited

Reporting Period 12 months to 30 June 2020

Previous Reporting Period 12 months to 30 June 2019

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$195,912 14.5%

Total Revenue $195,912 14.5%

Net profit/(loss) from

continuing operations

$(9,701) 65.0%

Total net profit/(loss) $(9,701) 65.0%

Interim/Final Dividend

Amount per Quoted Equity

Security

The Board of Directors do not propose to pay a final dividend.

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$2.39 $2.60

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to profit announcement and attachments for

commentary.

Authority for this announcement

Name of person


authorised

to make this announcement

David Banfield, CEO

Contact person for this

announcement

David Banfield, CEO

Contact phone number +64 21 041 5630

Contact email address david.banfield@comvita.com

Date of release through MAP


24 August 2020


Audited financial statements and the investor presentation accompany this announcement.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.