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Comvita Limited (CVT) 2020 Annual Report

Annual Report21 September 2020CVTIndustrials

ANNUAL REPORT
COMVITA.CO.NZ

OUR

2020

Introduction2
Strategy4

Results at a glance10

Chair + CEO12

Year in review20

Around the world24

Digital strategy34

Sustainability36

People38

Planet44

Partnership46

Outlook50

Board of Directors51

Leadership52

Governance53

Directory60

CONTENTS

Sting

THIS

MAY

A

INTRODUCTION

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ANNUAL REPORT

COMVITA.CO.NZ

2020

As forecast, this was
a year to stabilise,

reset and refocus.

While there’s no

question the results

for the first half

were disappointing,

we saw real progress

and momentum

in the second half.

The last six months

have shown that our

turnaround and

transformation are

on track.

BRETT HEWLETT CHAIR

DAVID BANFIELD CEO

22 SEPTEMBER 2020

We now have a three-part strategy that will

take us through the next three to five years.

Already this year, we have completed substantial

changes to both our business operations and the

company’s structure, which have seen us emerge

more focused and agile. The process of building

a better and more resilient business will take

time – but there is real magic in the Comvita

story that needs to be shared with discerning

consumers around the world.

Established in 1974, we are the global market

leader, with the number one global brand

of Ma ̄nuka honey. Our vertically integrated

business means our Ma ̄nuka honey is traceable

‘from the hive to the shelf’, with integrated

systems covering Ma ̄nuka forest, apiaries,

R&D and data. Our intellectual property in

bee genetics, Ma ̄nuka cultivars and medical

efficacy will enable us to protect and extend

our leadership position. Our wholly owned

subsidiaries in China, North America, UK,

Hong Kong, Japan, South Korea, Australia

and New Zealand mean we can execute

globally at pace and differentiate ourselves

from competitors at point of sale.

Building a better business will see us maximise

these strengths, build revenues, connect

and build affinity with our loyal consumers

around the world, further strengthen our

capital structure and create new, global and

sustainable opportunities. That comeback is

now underway.

INTRODUCTION

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We have streamlined our offering by
discontinuing 30% of our products and

introduced a new honey harvest model

that significantly reduces our risks.

The second half of the year was strong,

with six consecutive profitable months

and a noticeable improvement in revenue,

with $27M in cash flows and EBITDA*

of $13M generated for the second half.

These improvements, combined with

reductions in underlying costs and debt,

mean we are now in a significantly

stronger financial position.

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Protecting

WHAT WE

HAVE

What’s happened?The way forward

The key to our future success lies in

first shifting our focus back to our core

product categories, where we are truly

globally competitive, and redirecting

our sales focus back to our customers’

stores, where we have long-standing

and valuable relationships.

A new honey harvest model will give

us back the supply chain certainty

around quality and availability we need,

while a major investment in business

transformation will ensure we have the

right people and the right organisational

structure to deliver to our potential. We

need to review non-core joint ventures to

remove cost, duplication and low returns.

Finally, resetting our capital structure will

support growth and build our resilience.

—— —— The business has been affected

by a range of setbacks in recent years.

Legislative changes have muddied the

waters on what constitutes our core

product, while poor honey harvests

have resulted in significant losses.

On top of that, our revenues within

some of our individual markets have

varied unexpectedly.

—— —— These macro factors have

added to problems within the business

itself, where over-complication and

unsustainable costs have put undue

pressures on our bottom line and

an entrenched focus on supply has

distracted us from concentrating on

how to best meet the needs of our

loyal customers.

Progress so farKey achievements

18 June

New strategy and five-year

plan agreed

30 June

Review of joint ventures

and structure completed

30 June

New leadership team

appointed

NEXT STRATEGY

STRATEGY

STABILISE

TRANSFORM

CREATE LONG-TERM

RESILIENCE

Strategy one

of our three-part

plan that will take

us through the next

three to five years:

TIMEFRAME:

SIX CONSECUTIVE

PROFITABLE MONTHS

* Earnings before interest, tax, depreciation and amortisation.

FOUNDING PRINCIPLES

“It’s vital that as we transform the

business, we retain and celebrate

what’s made us the global market

leader we are today.”

DAVID BANFIELDCEO

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2020

Regeneration
PLAN

What must change?What we’re doing about it

Our four-part regeneration plan

encompasses putting consumers at the

heart of our thinking, prioritising China

and North America as our growth markets,

generating high growth with a low-to-

no-debt model and shifting to a flatter

management structure.

Our shift from being supply driven to

consumer focused reflects the realities

of the trading conditions we compete in

today. Being clear about our key markets

is about ensuring that we focus our

energies where they will be most effective.

Operating with less debt will give us more

control over our future, and our new

flat structure will bring a new sense of

empowerment to our teams, streamlining

decision making.

—— —— We need to gain a much better

understanding of our consumers and

customers and be more focused in

how we choose to define our markets.

Lifting our digital capabilities will add

much-needed speed to how quickly we

can act and respond. We cannot take

our eye off generating cash flow and

improving business efficiency.

Progress so far Key achievements

There’s been a jump in engagement

with 178,000 new users and digital sales

up by 35%. On top of that, we’ve seen

strong top and bottom line growth in North

America and China. The flatter structure

we need to move forward is now in place,

with the reduction of 90 positions already

announced. Net debt now sits at $15.5M

with a strategic goal of zero long-term debt.

17 June

Simplifying our structure,

resetting our capital structure

30 June

Organisational

restructure completed

Strong growth in China

and North America

STRATEGY

STABILISE

TRANSFORM

CREATE LONG-TERM

RESILIENCE

TIMEFRAME:

OUR

Strategy two

of our three-part

plan that will take

us through the next

three to five years:

NEXT STRATEGY

A NEW FOCUS

Our focus now is on our core products

Ma ̄nuka and Propolis and on having

the right organisational structure.

PRIORITIESUNDERSTOOD

STRONG GROWTH

IN KEY MAKETS

+66%

Revenue

growth

+10.9%

Revenue

growth

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2020

KEEPING OUR PLACE
As the market leader, we continue

to create new quality standards for

our products.

STREAMLININGIMPLEMENTED

Pollinating

OUR

FUTURE

—— —— Our markets are only going to

become more competitive going forward

as digital acceleration opens up market

access for more exporters and the number

of brands proliferates.

—— —— Our core challenges will be driving

penetration into new households at the

same time as we seek to retain existing

consumers in the face of ever-increasing

expectations around quality. Speed of

response to market opportunities and

risks will be critical.

—— —— Alongside these pressures, we

will position Comvita as an employer

of choice to ensure we have access to

the pick of global talent and protect

our environmental footprint so that

it adds credibility to brand reputation

and premium value to our products.

The actions and innovations

we’re putting in place

We’re currently building a clearer

understanding of our brand value

proposition so that we can communicate

this clearly. We’ve also restructured our

business to enable us to invest in telling

the ‘Why Comvita’ story to consumers

to drive Comvita awareness, household

penetration and loyalty.

We are investing in three parts of the

business: science; the capabilities of our

in-market teams in particular; and the

development and strengthening of our

teams overall. Finding the right people,

and bringing out the best in them, will be

critical as we move forward. Our long-term

environmental goal is to be net carbon

positive by 2030.

Why they will help

These changes will bolster our global

position. They will differentiate Comvita

as the brand of choice in our chosen

markets, they will differentiate us

as the global supplier of choice, they

will empower us with the evidence

customers are looking for on how our

products support healthy lives and

they will demonstrate that we take

our guardianship of the planet seriously.

STRATEGY

STABILISE

TRANSFORM

CREATE LONG TERM

RESILIENCE

Strategy three

of our three-part

plan that will take

us through the next

three to five years:

The longer-term pressures

on the business

STREAMLINING

DECISION MAKING

Key achievements

Markets closer to CEO

New Leadership Team structure

China integration

ESG reporting

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2020

HEALTHY GAINS AHEAD
We are confident that we will

see good gains in our two key

markets in coming years.

CHINANORTH AMERICA

RESULTS AT A GLANCE

H1H2Full Year

Revenue$94M$102M$196M

EBITDA$(8.8)M$13.0M$4.2M

Underlying EBITDA*$0.6M$18.4M$19.1M

Non-operating items$6.7M$3.9M$10.6M

One-off costs incurred$2.7M$1.5M$4.2M

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

* 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. Please refer page 10 of Investor Presentation released to NZX on 24 August 2020

for a full reconciliation of underlying EBITDA.

** Opening balance.

Stand

W H E R E

WE

RIGHT

NOW

$50M

CAPITAL RAISE COMPLETED

IN JUNE

YEAR-END NET DEBT

$15.5M VERSUS $93M

IN DECEMBER 

REVENUE GROWTH

14.5%

$

27.5M

CASH GENERATED

TO PAY DOWN DEBT 

STRONG TOP AND BOTTOM

LINE GROWTH IN FOCUS GROWTH

MARKETS, CHINA

AND NORTH AMERICA

SIGNIFICANT SIMPLIFICATION OF

TOTAL ORGANISATION

ORGANISATION RESTRUCTURE

COMPLETE (COSTS IN FY20)

REDUCTION

OF RISK

CAPITAL STRUCTURE

RESET

LOW-RISK HONEY HARVEST

MODEL IMPLEMENTED

NEW BANK FACILITIES

AGREED TO JUNE 2022

Key achievements

Focusing on fundamentals

has driven operational

improvements

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COMVITA.CO.NZ

2020

ANNUAL REPORT

Focusing
ON THE FUTURE

Brett, a lot of organisations

talk about downturns as

if they were something

that just happened. But of

course, when one looks more

closely, it’s clear the origins

of what has happened often

stretch back for some time.

What are your perspectives

on the situation Comvita

found itself in this year,

given that you came in as

Executive Director after

the last CEO left?

BRETT: Comvita went through

a phase of rapid expansion and

growth that peaked in 2016.

Historically, we operated in

a highly supply-constrained

environment, so not surprisingly,

the organisation had evolved an

operating culture and directed

resources into building supply

capability for our core raw

materials. Demand appeared

almost insatiable - and the

Comvita brand was trailblazing

its way around the world, building

the Ma ̄nuka honey category in

ways that benefited Comvita

but also the whole New Zealand

honey industry.

To an extent, we came to take

the brand, and its success, for

granted. Several material changes

in our trading environment have

since served as a stark reminder

that those times have passed and

signalled we could not afford to

rest on our laurels.

Changes to the regulatory

environment imposed by the

Ministry for Primary Industries

(MPI) took out the large-volume

distribution of lower-grade

Ma ̄nuka honey. This effectively

eliminated an affordable segment

of the market and left many

apiary operations non-viable.

That led to large-scale dumping

and disruptions to pricing and

competitive behaviour across

the category, most notably in

Australia and New Zealand.

Shortly after, the Chinese

Government imposed tariffs and

new regulations on the daigou

(social shoppers) trade into

mainland China. This too had

a material impact on sales and

margins in Australia and New

Zealand. Our problems were

compounded by several poor

honey harvest seasons in a row.

Comvita’s highly vertically

integrated and increasingly

diverse business model, which

had served us so well during

those pioneering years, had

become complex and slow

to adjust to this new norm.

We also had a cost base that

could not be sustained in this

new trading environment. We

needed to shift focus to better

leverage our extensive presence

in market and fully exploit our

strong brand credentials with

our global consumers. A new

leadership style was needed.

What did the Board see in

David’s background that

you were drawn to? What

previous experiences in

particular have given you

confidence that he can lead

Comvita forward?

BRETT: Our strategic review

identified we needed a CEO

who had pedigree in building

global brands and in developing

relationships with leading

retailers (offline and online),

who had experience of focus

growth development in our target

markets of China and North

America and who understood

how to drive a culture of constant

operational improvement and

bottom line performance. We also

needed someone who was aligned

with our core values and purpose –

something that has been carefully

nurtured for over 45 years.

We needed

to shift focus to

better leverage

our extensive

presence in-

market and

fully exploit our

strong brand

credentials

with our global

consumers.”

CHAIR + CEO

AN INTERVIEW

A LONG READ

Our Chair and CEO share

their views of what’s

happened.

BRETT HEWLETT

DAVID BANFIELD

CHAIR

CEO

LEARNING LESSONS

FROM THE PAST AND

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Contrary to the trend for many
companies in 2020, your second half

year was much better than your first

half. What changed between the first

half and the second half to explain

why they were so different? What drove

the turnaround?

DAVID: We enjoyed strong growth in our

global markets as consumers turned to high-

quality natural health products in the face

of the Covid-19 pandemic. This is actually a

continuation of a longer-term trend that is

seeing consumers around the world turning

to nature and quality natural health products

for answers to the world’s problems.

In the second half, we saw revenue improve,

margins improve and costs decrease, which

meant we turned an EBITDA loss of $8.8M

in the first half to a second half profit of

$13M, bringing the full-year EBITDA result

in at $4.2M profit.

Our apiary team had a great year delivering

record honey yields and a $2.2M profit, and

our olive leaf team delivered record supply to

David, you inherited a trading and

financial position for Comvita that

you have described as challenging.

Was that your key motivation for

accepting the role?

DAVID: I think it’s really important to highlight

the trading and financial position that I

inherited was not unexpected. From my earliest

discussions with Brett and the Board, they

were clear they needed someone to lead a

turnaround and transformation of the business.

They needed someone who had a clear view of

good organisational design and culture, had

significant international experience based on

differing cultural needs, enjoyed change and

was prepared to act decisively to set Comvita

up for long-term success.

The business was really struggling with the shift

from being supply driven to being consumer

and customer focused. This shift requires

fundamentally different perspectives and skills

in order to understand consumer dynamics and

to get the best from our unique market model.

Having said that, it’s also important to

recognise the amazing things integral to

Comvita’s DNA that have been there for many

years. This started with the incredible founding

principles that Alan Bougen and Claude

Stratford built the business on – the investment

in science and technology of natural products

applications that has provided a platform for

high-value-add premium brand positioning –

and the development of a vertically integrated

business model stretching from remote plant

sources all the way to branded direct sales to

end consumers. It’s vital that, as we transform

the business, we retain and celebrate what’s

made us the global market leader we are today.

I love the fact we have just opened our proud

history walk at our Paengaroa site where the

team can now walk around a one-kilometre

track and read about the records and notable

events over the years right up to today. Our

challenge today is to ensure we continue Alan

and Claude’s pioneering spirit.

What were the challenges for you

becoming Chair and turning over daily

management to David?

BRETT: Less of a challenge and probably more

a feeling of immense relief! David was very

quick to gain the confidence of our staff and

the Board. Firstly, he acted with urgency but

also with compassion for those who have been

directly impacted by the changes. He responded

to the crisis of the pandemic with apparent

ease, turned around operating performance

meet increased market demand. Our production

and supply team delivered record productivity

and quality, continuing supply while we were

in lockdown. Finally, our in-market teams

maintained and supported our loyal consumers

around the world to ensure they could find

Comvita products. The remainder of the

Paengaroa team ensured we kept the wheels

turning and increased our focus on doing basic

things really well. A great example of this is the

$27M of net cash surpluses that we generated

in the second half.

What decisions have you made about

joint ventures and partnerships?

DAVID: At the start of the year, we outlined

our strategy to simplify and streamline the

business to allow more focus throughout the

organisation. This also applied to our joint

venture partners. Where we saw limited

long-term strategic value, we have written

down that investment to reflect performance

and strategic fit. We do have some enduring

strategic partnerships that are particularly

important to us, and we will continue to

invest in these in FY21 and beyond.

over the second half of the year and was able to

quickly assimilate the key issues and identify the

focus areas for change, resulting in a strategic

framework for future growth of the company

that has been broadly accepted and understood

by all stakeholders. David has my trust, and that

allows me to focus on my role as Chair.

I am both privileged and excited by the

challenge of serving as Chair of Comvita. I take

inspiration picking up the reins from Neil Craig,

who provided such impassioned leadership and

dedication during his 15 years in the role. While

a change of Chair and CEO is going to represent

an inevitable change of leadership style,

together we hold true to the founding principles

and vision represented by Comvita’s founders

Claude and Alan. This is our Northern Star.

David, you’ve moved fast since becoming

CEO, and early signs are positive. What

were your initial findings and to what

extent do you feel you’ve dealt with the

low-hanging fruit? Is the hard stuff

yet to come or have you tackled some

of that already?

DAVID: My initial findings revealed an

organisation that lacked clarity about roles and

responsibilities, had become slow and complex,

was disconnected from consumers and markets

and had a cost structure it couldn’t afford. The

organisation was (and to some extent still is)

data rich but information poor, meaning access

to insight was limited.

We’ve made some significant changes since

I joined in January, and I’m really proud of the

way the team has responded to the challenges

that have come our way. The biggest change

ahead will be to ensure our business model

allows us to invest in our brand and tell our

incredible story to consumers around the world.

To do this, we need to free up cash to reinvest

into our brand and our team, so we have to be

relentless in simplifying the business and driving

operational efficiencies to grow margins. We

also need to ensure we have the right long-term

cost structure allowing us to invest and deliver

returns to our shareholders.

The other major change is around speed of

decision making and acting. The biggest

difference between our business model and

our exporting competitors is the fact we have

people on the ground who can execute at speed.

In the new digitally enabled world, we need to be

agile enough to support speed of actions from

our Market Support Centre in Paengaroa. This

means we need to empower the team to act.

CHAIR + CEO

The biggest

difference between our business

model and our exporting

competitors is that we have

people on the ground who can

execute at speed.”

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CHAIR + CEO
What kinds of assets did you write

down this year and why? Were these

bad original decisions?

DAVID: The main write-downs were those

related to supply of raw materials, and those

decisions were made because we felt they

offered limited long-term strategic value

given our renewed focus. Again, I think it’s

important when looking at these write-downs

to understand the supply-constrained world

we were operating in when we made these

decisions. They weren’t bad decisions given the

circumstances – but now the circumstances

themselves have changed.

You’ve just been through a significant

organisational review that has seen

a lot of people leave the business.

DAVID: It’s been very tough for the 90 people

who have already or will soon leave the

business. I do want to pay tribute to the way

people who were affected reacted – many

recognising that, despite the personal impact

to them, the changes were necessary to put

Comvita on a pathway to a better future.

Our global transformation plan started

with a clear view of roles and responsibilities

between markets and Paengaroa. We sought

to do three things:

• Ensure increased focus on markets, with

market/regional leaders becoming direct

reports of the CEO to ensure consumer and

market focus and prioritisation throughout

the organisation.

• Achieve clarity on the primacy of markets

and consumers in our decision making.

• Flatten the structure to ensure more

responsibility and more action to make us

more agile and responsive to market needs.

What parts of the business did the 90

people who were retrenched come from

and what skillsets/value-add roles have

you lost in the process? How will you

adjust for that? What specific skills have

you added to the leadership team and

elsewhere to ensure the transformation

is successful?

DAVID: Around 50 of the roles removed were in

New Zealand. These were spread across several

areas including airport and tourism-focused

sectors and were unavoidable given the impact

of Covid-19 on travel and retail.

Outside New Zealand, most of the 40 role

changes came from closing down non-

customer-facing roles in market to bring

them back to New Zealand where we could

gain economies of scale.

Even with the enormous change, our customer-

facing roles actually increased from 38%

of total staff count in FY19 to 52% in FY20,

showing our renewed commitment to

consumers and customers in market.

Finally, we flattened the overall structure,

removing management layers to bring added

focus and responsibility to key roles and

functions. We believe this focus is vital to

bring speed and added capability to the team.

You’re rebuilding Comvita at a time

when the product itself is surging

globally and there’s a corresponding

proliferation of brands eager to cash

in on the longer-term trend you’ve

just described. How do you see your

competitive advantage going forward?

DAVID: I come back again to why our business

model is fundamentally different to our

exporter competitors. We have invested in a

quality consumer and customer-focused team

in market. These experts are there to ensure

we understand and connect actions that

drive our three important metrics: household

penetration, frequency of use and brand loyalty.

This year’s results reflect our renewed focus on

core Ma ̄nuka and Propolis products and the sort

of operating leverage in our model that we can

generate going forwards.

What are the highlight results for you?

What do they signify? Equally, what

were the disappointments and how

concerning are they?

DAVID: The highlights for me were around

how the team responded to both the Covid-19

impacts but also the significant change

that we brought to the organisation. We’ve

introduced new thinking and have acted

to ensure a clear link between results and

rewards. We’ve also embraced some of the

great things the company already did and

that made Comvita global market leaders

in Ma ̄nuka in the first place. I would also like

to recognise the Board, who asked me to

bring transformation and challenge to the

business and have been hugely supportive of

the changes we are making (both in substance

and speed of action). It’s this combination

of joined-up thinking as well as celebrating

and embracing the many positives while

challenging the things that hold us back that

will ultimately set us up for long-term success.

At the start of the year, we set out our new

strategy based on focused growth markets

of China and North America and focused core

product categories of Ma ̄nuka and Propolis.

Both markets achieved very strong results, with

North America revenue improving by 66% and

net contribution by 196% and revenue in China

lifting 10.9% and contribution by 60%. We

outperformed in both markets with Ma ̄nuka and

Propolis products supporting margin expansion.

On the other hand, results in our home

markets of New Zealand and Australia have

been the most disappointing. Our original

FY20 plan focused on stabilising the daigou

and tourism channels. Ultimately, both were

hugely impacted by Covid-19. We have now

reset our expectations and our long-term

strategic goals for these markets, focusing on

building a national market plan enabling Kiwi

and Australian consumers to gain more access

and benefit from great Comvita products.

Brett, at the Annual Shareholders’

Meeting, you described this as a year

for reset. Have you made the progress

that you expected?

BRETT: Yes and no. For our shareholders,

I know that a turnaround can never come

quickly enough, but the strategic review

made it clear there would be no quick fix or

silver bullets. Disappointingly, we have had to

announce another loss for the year, and this

weighs heavily on the Board and management.

However, we have dealt with some of the big

items with urgency, and that’s resulted in the

leadership changes and asset impairments that

were announced at last year’s ASM and at the

half year. Our objective was to take a more

considered approach under a new CEO and

leadership team to making changes that would

set the company up well for a rebound in FY21

and beyond. In this regard, I am comfortable

with the progress we have made and where

we now stand.

Given the big improvements in the

second half, are you satisfied that you

have stemmed the losses – or is it still

too early to tell?

DAVID: We expect to return to profitability in

FY21 whilst increasing investment in our brand.

At the same time, it’s important for us to be

laying long-term foundations to really set

Comvita up for success for the next 50 years.

David Banfield


CEO

Brett Hewlett


Chair

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CHAIR + CEO
Now that you have agreed a five-year

plan, how do you see the process going

forward? What will be the significant

outcomes that signal things are on track?

DAVID: We have already communicated our

plan with our shareholders to deliver a 20%

EBITDA margin by FY25, and we’ll share more

about our journey to that FY25 goal in due

course. Having made some tough decisions

regarding our operating and capital structure,

the most important immediate thing is to

deliver a sustainable and profitable FY21 result

that will give all our stakeholders confidence

we are on track.

What role will the Board play in

facilitating and driving change?

BRETT: The Board’s key role will be in balancing

support and accountability for management

as we journey down the path of change. We

need a return on capital that demonstrates

we have deployed capital well. We need to see

sustainable EBITDA growth, healthy earnings

per share and total shareholder returns.

Ultimately, the Board will be held accountable

for delivering sustainable financial returns to our

shareholders. Hence, the Board is committed to

a process of ongoing performance review and

evolution of the Board. We will ensure we have

the right skills at the table that are relevant

for the future direction and the challenges and

opportunities that have been identified.

Is your debt position on track? Did the

$50M capital raising all go towards

replacing debt with equity?

DAVID: We finished the year with net debt at

$15.5M, down from $93M in December 2019.

This $77.5M reduction was a result of the

successful $50M capital raising and generating

$27M of cash, including reducing inventory by

$20M. We have also set out our longer-term

goal of zero long-term debt.

BRETT: Historically, when the company was

enjoying compound annual growth rates of

20%+, funding growth was crucial. Going

forward, our focus must be on driving

brand value and improving margins. This

means we will be less capital intensive in our

approach. We can also start to generate

strong positive cash flows. Our philosophy

now is one of better before bigger. Our eye

is on quality of earnings, and that requires a

more conservative capital structure to give

us greater control over what happens.

We have tried to be explicit about what

constitutes a bad and a good harvest and

what the financial impact will be with our

recent disclosures. Our new harvest model

launched for FY21 means our apiary division

makes a zero contribution to group profits

if we have a bad harvest (rather than

recording a loss), but its contribution can be

accretive to group profits by 40–50% should

we have an equivalent harvest to FY20.

We believe that this will help us significantly

increase predictability of our results going

forward and ensure our attention is more

focused on our market performance from

both a sell-in and sell-out perspective.

When do you expect to reinstate dividends?

BRETT: The Board is retaining its current

dividend policy where there is an objective to

distribute 25-30% of the company’s operating

profit after tax as a dividend. We’re confident

our strategy is reliable and sustainable. This

year, we have positioned the company to deliver

strong net positive operating cash flows, and

our much-improved net debt position means

we are much more comfortably placed than we

were a year ago. Assuming we continue to see

improvement in operating performance and we

return to a net positive earnings result in FY21,

we should also be able to reinstate dividends in

line with our policy.

BRETT HEWLETT CHAIR

DAVID BANFIELD CEO

We have completed

substantial changes to the business

and the business structure,

we emerge more focused,

more agile and more resilient.

We are in the process of

Building a Better Business.”

You booked a strong revenue increase in

the second half that you’ve attributed to

recent integrations in the China market

and growth in North America. How do

you see these growing in the medium

term and what investment will be needed

to make that happen?

DAVID: We talked earlier about building long-

term resilience and growth through focused

markets (China and North America) and

focused product categories (Ma ̄nuka and

Propolis) as well as focused channels where we

have sustainable competitive advantage. We’ll

increase our marketing investment by $6M in

these two markets in the next year to ensure

we tell our Comvita story better to consumers.

We will also invest in digital capability to drive

revenue and brand loyalty through that channel.

We are currently working to redefine the

reasons why consumers should choose Comvita

and look forward to sharing these outputs with

our stakeholders around the world in the very

near future. We believe the founding principles

that were embodied in the business that Alan

and Claude founded in 1975 are even more

relevant today and will be a true differentiator

for Comvita.

In the case of the US, you had one major

retail chain support your revenue.

As you look to rebuild growth in that

market, are you still as vulnerable to

individual customers’ concentration?

DAVID: We are making great progress in building

our total distribution in North America. We

added 1,000 new stores in FY20, and we’ll have

a further 1,500 in FY21. We will also accelerate

our digital sales through all channels to further

build our potential and, in the process, learn

more about our true consumer needs. We

are generating fascinating insights about our

consumers and how their choice of high-quality

natural health products can help them improve

the quality of their lives. This know-how will

enable us to accelerate our digital revenue

and delight consumers.

How important is the new honey harvest

model that you have launched for FY21

in reducing your risks going forward?

DAVID: One of the criticisms from shareholders

when I joined was the lack of predictability of

results given the disproportionate impact poor

harvests have had on the business historically.

N

O

.

18N

O

.

19

ANNUAL REPORT

COMVITA.CO.NZ

2020

LOCAL
Alazae has been with Comvita

since late 2018 when she started

in our café. She is a Paengaroa

local, a hobbyist beekeeper and

super passionate about all things

‘bee’. She is currently expanding

her skills through working in our

production facility.

PAENGAROANEW ZEALAND

YEAR IN REVIEW

Year

OUR

IN

REVIEW

N

O

.

20N

O

.

21

ANNUAL REPORT

COMVITA.CO.NZ

2020

YEAR IN REVIEW
30 June

2020

$’000

30 June

2019

$’000

vs

Last Year

vs

Last Year

%

Revenue195,912171,10424,80814.5%

Gross margin49.0%37.3%11.7%1170bps

Operating expenses96,39873,54822,85031.1%

Operating expenses excl. China72,03471,4236110.9%

Underlying EBITDA*19,086019,086100.0%

Net loss after tax (9,701)(27,717)18,016-65.0%

Net debt15,52088,936(73,416)-82.5%

Operating cash flow39,29721,08618,21186.4%

Inventory112,679132,192(19,513)-14.8%

* 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. Please refer page 10 of Investor Presentation released to NZX on 24 August 2020 for a

full reconciliation of underlying EBITDA.

Revenue increased to a record $196M,

an improvement of 14.5% on the previous

corresponding period (PCP).

Second half EBITDA of $13M was particularly

encouraging, reflecting the success of

the company’s new strategy to focus

on core Ma ̄nuka and Propolis products

in growth markets.

In China, where Comvita took full control

of its former joint venture in May 2019,

revenue grew (like for like) by 10.9% while

net contribution improved by 60%, despite

increasing marketing investment by $1.9M.

Similarly, in North America, revenue lifted

by 66% and net contribution by 196%, again

despite increasing long-term marketing

and team investment.

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 on the PCP.

The company saw 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 expenses. Second half underlying

EBITDA performance was particularly strong

at $18.4M.

The final result for the year was a reported

net loss after tax of $9.7M as we continued

our strategy to simplify and focus the business.

In this period there was a one-off $9.3M loss

in non-operating items.

In order to increase organisational resilience

and strengthen its balance sheet, Comvita

completed a $50M gross capital raising in June

2020 with strong support from both retail and

institutional investors. Net debt at year end is

$15.5M because of the capital raising and due

to good internal management of cash flows and

working capital (inventory reduced by $19.5M

versus June 2019).

During FY20, we refined our category focus and investment

to Ma ̄nuka honey and Propolis. We also expanded our entry-level

Ma ̄nuka honey offering in key markets.

FINANCIAL SUMMARY

2 0 1 9 ————— 2 0

There was a significant

reduction in our net debt,

which we are pleased about.

+

27%37%10%

MA

̄

NUKA 10+ REVENUE

GROWTH +27% YOY

PROPOLIS

REVENUE +37%

OLIVE LEAF EXTRACT

REVENUE +10%

SHARE OF REVENUE BY

PRODUCT CATEGORY

We saw healthy sales growth in

the key products we have chosen

to focus on.

FY20 share of reported salesFY19 share of reported sales

M a ̄ n u k a

honey

Other

honey

M a ̄ n u k a

honey

products

Propolis

products

Olive

leaf

Medical

honey and

products

Other

products

63.3%

2.2%

5.0%

8.6%

9.5%

6.2%

5.2%

63.8%

3.2%

5.2%

7.2%

10.0%

3.1%

7.4%

N

O

.

22N

O

.

23

ANNUAL REPORT

COMVITA.CO.NZ

2020

AROUND THE WORLD
Market

MARKET

TO

Our unique model sees us positioning teams

in our core markets. Here’s what they achieved

t h i s ye a r.

AN OVERVIEW

11%

STRONG GROWTH IN THE

WORLD’S BIGGEST HONEY

MARKET FOR CHINA

FASTEST-GROWING

MA

̄

NUKA HONEY BRAND

IN NORTH AMERICA

66%

540

Our people on

the ground

CHINA —— P.26

NORTH AMERICA —— P.28

FY20 segment revenue shareFY19 segment revenue share

40.7%

27.0%

7.4%

8.1%

11.3%7.8%

3.5%

3.6%

10.5%

9.8%

40.3%

30.1%

AU/NZ

Greater ChinaRest of AsiaEMEANorth AmericaOther

USA —— UK —— EMEA —— CHINA —— JAPAN —— KOREA —— HONG KONG —— AUSTRALIA —— NEW ZEALAND

55—2013307824194

N

O

.

24N

O

.

25

ANNUAL REPORT

COMVITA.CO.NZ

2020

Greater ChinaFull Year
NZD 000sActualLast Year

vs

Last Year

vs

Last Year %

Sales79,02251,44227,58053.6%

Net contribution11,1545,0836,071119.4%

Net contribution %14.1%9.9%4.2%423 bps

ChinaFull Year Like-for-Like Sales

NZD 000sActualLast Year

vs

Last Year

vs

Last Year %

Sales57,63251,9475,68510.9%

Net contribution9,5865,9883,59860.1%

Net contribution %16.6%11.5%5.1%511 bps

China is the world’s biggest honey market

with the total market valued at 8.3BN RMB

(NZ$1.8bn). Therefore, it’s strategically

imperative we continue to win here.

In FY20, we successfully integrated our

former joint venture in China into the Group,

which brought the reported full-year revenue

of the Greater China segment up by 53.6%

(this segment includes Hong Kong) .

We doubled net contribution through

cost-down efforts during the integration,

validating the huge value of simplification

under the new leadership focus since January

2020. Exponential top and bottom line

growth reinforced our market leadership

and re-engaged both internal and external

stakeholders into our Comvita growth journey.

When looking at the China market in isolation

and on a like-for-like basis (as if we had owned

the China joint venture in FY19), we saw revenue

growth of 10.9% and net contribution growth

of 60% as our simplification and focused digital

growth model delivered results.

C H I N A

——

It’s vital we build long-term resilience and growth in China

by leveraging our market-leading position in both online

and offline channels. We have real confidence in our ability

to deliver strong growth in China because we are leading

in digitalisation. Digital sales account for over 50% of total

sales in China, which gives us strategic advantages of

agility and flexibility.

LOOKING FORWARD ————

LONG-TERM RESILIENCEDIGITALISATION

02. New packaging launch

for the China market.

CHN

AROUND THE WORLD

01. Welcoming the China

team to the Comvita

wha ̄nau by gifting a

pikorua twist pounamu.

N

O

.

26N

O

.

27

ANNUAL REPORT

COMVITA.CO.NZ

2020

LOOKING FORWARD ————
North AmericaFull Year

NZD 000sActualLast Year

vs

Last Year

vs

Last Year %

Sales22,13713,3618,77665.7%

Net contribution4,3921,4842,908196.0%

Net contribution %19.8%11.1%8.7%873 bps

This was an excellent year for Comvita

North America with 66% growth in

revenues and 196% in net contribution.

Wholesale/retail revenues grew 88% and

eCommerce by 44%. Both channels experienced

elevated demand due to Covid-19, particularly

in the first two months. Approximately $3.1M

of the elevated revenue came from pipeline

fill of new and existing customers in Q4.

Distribution expansion also helped our growth,

including 475 placements across 275 stores for

Ma ̄nuka honey and 1,450 placements across

690 stores for the new Comvita Kids line.

From a media and consumer perspective,

we won several key product awards and

garnered 650M media impressions in FY20

for Comvita. Ma ̄nuka honey continues to

gain popularity among celebrities and elite

athletes. Katy Perry, Ariana Grande and Phil

Mickelson are among the latest to discover

and share its benefits.

Mobile

62.3%

↑56.0%

Pageviews

+33.18%

Unique pageviews

+35.86%

Desktop

32.6%

↑36.1%

Tablet

5.0%

↓14.5%

NORTH AMERICA

——

Commitments from two national retailers, replenishment

orders from our largest customer, plus excellent momentum

from Comvita.com form a strong start for FY21. The last

52-week sell-out data for the Ma ̄nuka honey category supports

our North America strategy, showing double-digit growth

across both natural and conventional retail channels. We are

the fastest-growing Ma ̄nuka brand in a competitive category.

To help capitalise on these opportunities and as part of a

longer-term growth strategy in a large and prominent health

and wellness market, we are increasing marketing to grow

education, awareness, demand and availability across new

and existing channels.

COMMITMENTLONG-TERM GROWTH

01. Comvita Kids category

refresh delivered +78%

YOY revenue growth

as well as winning awards

in the US.

USA

AROUND THE WORLD

COMPETITIVE

“We are the fastest-growing Ma ̄nuka

brand in a competitive category.”

NORTH AMERICAGROWTH

02. Winning awards in

North America.

N

O

.

28N

O

.

29

ANNUAL REPORT

COMVITA.CO.NZ

2020

LOOKING FORWARD ————
ANZFull Year

NZD 000sActualLast Year

vs

Last Year

vs

Last Year %

Sales52,80269,562(16,760)-24.1%

Net contribution16,26523,151(6,886)-29.7%

Net contribution %30.8%33.3%-2.5%-248 bps

It was a year of unprecedented challenge

for the ANZ business, with MPI definition

changes in New Zealand restricting our

daigou customers’ exporting orders and

devastating fires in Australia impacting

the first half.

The second half was dominated by the

challenges of Covid-19 where the region was

impacted more than other countries due to

the double lockdown – the China lockdown

challenged our daigou customers getting their

orders into China, followed by the domestic

lockdowns in New Zealand and Australia.

Total revenue finished the year at $52.8M, down

by $16.8M, and contribution at 16.3M, down by

$6.9M, as the sales impacts flowed through to

impact net contribution.

While these Covid-19 challenges impacted our

performance we also maximised opportunities,

delivering a record sales year for our olive leaf

extract, up 20% on PCP as consumers looked

for high-quality natural health products.

Propolis also had a strong year, delivering

15% growth on PCP.

comvita.co.nz FY19 vs FY20

AUSTRALIA +

NEW ZEALAND

——

Our focus in the second half of FY20 and for FY21 is to

build a stronger, more resilient and more stable business

with an increased focus on domestic and digital channels,

which have started delivering strong signs for growth.

We have expanded our grocery and pharmacy distribution

with >3,000 stores across honey, Propolis and olive leaf

extract categories, with more to come.

Our digital business is performing ahead of our goals,

with revenue up 85% in New Zealand and by 168% in

Australia with strong metrics and improved engagement,

transactions and conversion.

FOCUSLONG-TERM STABILITY

Mobile

50.0%

↑39.3%

Pageviews

+27.18%

Unique pageviews

+21.70%

Desktop

45.0%

13.0%

Tablet

5.0%

↓12. 3%

comvita.com.au FY19 vs FY20

Mobile

56.7%

↑38.7%

Pageviews

+41.39%

Unique pageviews

+34.77%

Desktop

31.6%

↑23.2%

Tablet

11.7%

↑90.5%

A U S // N Z L

AROUND THE WORLD

N

O

.

30N

O

.

31

ANNUAL REPORT

COMVITA.CO.NZ

2020

LOOKING FORWARD ————
Rest of AsiaFull Year

NZD 000sActualLast Year

vs

Last Year

vs

Last Year %

Sales20,53316,7223,81122.8%

Net contribution4,1992,2341,96588%

Net contribution %20.5%13.4%7.1%709 bps

EMEAFull Year

NZD 000sActualLast Year

vs

Last Year

vs

Last Year %

Sales6,9166,21170511.4%

Net contribution(511)(463)(48)10.4%

Net contribution %-7.4%-7.5%0.1%6 bps

FY20 was a very encouraging year for us in

Korea, Japan and Southeast Asia, recording

22.8% revenue growth and net contribution

up by 88%.

We attribute this to our new strategic focus

of building a business focused on Ma ̄nuka and

Propolis and generating operating leverage.

We recorded 45% digital growth across the

total segment compared with the previous

year, with extremely high growth of 95%

in South Korea, thanks to an extraordinary

1,352% increase in online reselling. Another

exciting success was our own website sales,

which continued to grow rapidly – up 46% on

the previous year.

Channel efficiency and product performance

both improved, paving the way for sustainable

growth into more emerging (new) markets.

Alongside continual sales growth, our relentless

cost-down efforts extended to all markets

big and small. Net contribution improved by

a pleasing 20.5%, which was 709 bps above

the previous year in the rest of Asia.

This year marked an important step towards

the Comvita EMEA business turnaround,

achieving 11.4% revenue growth.

We absorbed a negative net contribution

due to the clearance of substantial historical

residual stock ($700K) and an internal

process error that meant airfreight costs

of $300K in the year.

Our top line progress provides a healthy

foundation for future growth. Focusing

on fewer and larger customers combined with

complexity reduction has allowed us to build

strong retailer relationships and plans as well

as deliver growth with our key customers.

One new customer grew at 28% in FY20 to

10% of total EMEA. This was complemented

by the continuous growth of our Comvita.co.uk

business, which grew at 78%.

REST OF ASIA

——

EMEA

——

The new year allows a clean start without the burden of

residual stock. Based on the dramatic shift to eCommerce,

we will fast track our digital acceleration plans, simplify

and focus the business on channels that can support our

long-term profitable growth objectives.

RESILIENCEENGAGEMENT

Our simplification and focus strategy is working well,

enabling us to seed distribution in new markets without

distracting our focus in the primary markets. We are now

building an investment case for ASEAN countries based on

the successful learnings from Japan and Korea.

LOOKING FORWARD

ONLINEPERFORMANCE

Mobile

60.8%

↑35.5%

Pageviews

+80.43%

Unique pageviews

+30.80%

Desktop

30.8%

6.0%

Tablet

8.4%

↓12.4%

↑ 95% Korea eCommerce YOY

↑ 78% eCommerce YOY↑ 29% total transactions YOY↓ -1.76% ATV YOY

↑ 43% Korea transactions YOY

↑ 27% KR new member registration YOY↑ 29% Japan eCommerce YOY

↑ 3% KR ATV YOY

LOOKING FORWARD ————

ROA

EMEA

AROUND THE WORLD

N

O

.

32N

O

.

33

ANNUAL REPORT

COMVITA.CO.NZ

2020

DIGITAL STRATEGY
Winning in digital has been a key focus and

driver of success for Comvita this year. Overall

eCommerce sales, through our own Comvita

sites and digital partners, grew 35% YOY.

In our key growth markets of North America

and China, a significant part of our business

is now generated through eCommerce – with

digital sales accounting for 53% of total China

and 30% of total US sales for FY20. Revenue

growth through digital channels grew 32% in

China and 51% in North America respectively.

eCommerce growth in the Greater China

market was very encouraging since we already

had a significant share of digital sales there.

Comvita is on all major eCommerce platforms

across China, and we continue using that

presence to reinforce our market leadership

in terms of both Ma ̄nuka honey and Propolis

revenue and brand awareness.

Our owned Comvita sites allow us to

communicate and engage directly with

consumers to grow brand affinity and loyalty.

Revenue through our own eCommerce sites

has grown 63% YOY, with total transactions

up 61% YOY, average transaction value up 8%,

and new registrations up 42%. Visitors to the

US site more than doubled – for both returning

and new visitors. By device, mobile interaction

grew by 56% and desktop by 36% in this period.

We are also starting to build momentum

in our home market in New Zealand, with

revenue through Comvita.co.nz up 85%,

total transactions up 65% and average

transaction value up 15% YOY.

ACCELERATING OUR

DIGITAL LEADERSHIP

——

The FY21 opportunity for us in China will be to convert

all or most of the 112% traffic growth into real

purchases. We have set aside focused budget and

resources in order to win in China.

TRAFFIC GROWTHPURCHASES

+

35%

TOTAL eCOMMERCE

GROWTH

NORTH AMERICA

DIGITAL SHARE:

NORTH AMERICA

DIGITAL GROWTH:

TOTAL

COMVITA.COM

SITES:

HOME MARKET:

COMVITA.CO.NZ

↑ 42%

New

registrations

YOY

TOTAL VISITORS TO

COMVITA.COM (US)

↑ 51%

Repeat users:

411,787 YOY

+

33%

MAINLAND CHINA

eCOMMERCE

KEY INDEX AS

INDICATIVE

SUCCESS METRICS

CHINA/HONG KONG

DIGITAL SHARE

30%

of US revenue

through eCommerce

↑ 51%

US eCommerce

revenue YOY

↑ 63%

Revenue

growth

YOY

↑ 61%

Total

transactions

YOY

↑ 8%

ATV

YOY

↑ 85%

Revenue

growth

YOY

↑ 65%

Total

transactions

YOY

↑ 15%

ATV YOY

↑ 57%

New users:

418,169 YOY

53%

of China revenue

through eCommerce

↑ 33%

Mainland China

eCommerce growth

YOY

↑ 48%

HK eCommerce YOY

↑ 25%

Transactions

↑ 9%

ATV

↑ 18%

No. of customers YOY

LOOKING FORWARD ————

CHN

N

O

.

34N

O

.

35

ANNUAL REPORT

COMVITA.CO.NZ

2020

Bees
A

W O R L D I N

WHICH

THRIVE

KAITIAKITANGA

SUSTAINABILITY

PEOPLE

38

P

 

PLANET

44

P

 

PARTNERSHIP

48

P

 

N

O

.

36N

O

.

37

ANNUAL REPORT

COMVITA.CO.NZ

2020

We are
committed

to playing

our part in

fostering a

world that

balances

people,

profits

and planet.

PEOPLE

Marko Carapic

Apiary Supervisor,

three years with Comvita

The Comvita team are

proud to contribute to

a cause serving future

generations, and we take

every opportunity to share

our love for bees with

the world.

To the delight of the

teaching staff and

students at Kerikeri

Primary School, Marko

(pictured) presented

an introduction of the

biology of bees, their vital

role in the ecosystem

and the magic of natural

bee products.

Noelani Waters Breeding Programme Manager, one year with Comvita

Noe was introduced to beekeeping in the

first year of her bachelor’s degree in Tropical

Agriculture and instantly fell in love. Noelani

joined the Comvita team in 2019 from Hawaii

and is located in the far north at our Queen

Breeding Unit where the environment is

perfect for a selective breeding program.

Noe is collecting and validating data on our

queen breeding programme so that we can

be sure our specialist techniques are producing

top performing queens.


“We work to ensure optimal queen mating and

I love that my work perfectly combines the art

of farming and applied science. New Zealand

is a sort of mecca in the beekeeping world. The

quality and value of Ma ̄nuka honey produced

here has created a very unique beekeeping

industry that drives innovation, science, ethics,

and an unmatched standard. It’s very exciting

to be part of such a respected and professional

agricultural endeavour in one of the most

beautiful places on the planet.”

N

O

.

38N

O

.

39

ANNUAL REPORT

COMVITA.CO.NZ

2020

PEOPLE
This year, we have sought to simplify and

flatten our structure to improve our agility

and consumer-centricity. At year end, there are

540 Comvita full-time equivalent employees

in the Comvita Group, compared with 630 at

the same time last year. Our average tenure is

currently five years, and our engagement this

year was steady at 64% (up 1% on last year).

Our Head Office has been renamed the Market

Support Centre, and customer-facing roles

(sales, marketing and in-market logistics)

now account for 52% of positions versus 38%

a year ago.

Our stand on diversity and inclusion

Our intention is to sustain a diverse workforce

and to build an inclusive environment that

respects and shows care for all our people.

We remunerate all staff in New Zealand at

or above the living wage, and we offer equal

pay for equal work in like-for-like roles.

Women make up the majority of our workforce,

and we believe a more diverse workforce will

help us perform better. We aim for women to

occupy at least 40% of leadership positions

(currently 33%). In the past 12 months, 50%

of executive recruits were female.

0

100

200

300

400

500

600

700

ALLNZUKUSAAUSKORJPNHKCHN

FY19

FY20

Cultural capability is equally important.

Our leadership team has a strong international

pedigree – something we deliberately target

in our talent attraction strategies. In coming

months, we will be expanding our vocational

training programmes. Our goal is for 75% of

participants in our programmes to be Ma ̄ori,

Pasifika or female to encourage them into the

industry and a life-long love for caring for bees.

We want at least 20% of our New Zealand-

based senior leaders to be ethnically diverse

(non-Pa ̄keha ̄) and, reflecting our global

ambitions, for more than 80% of senior

leadership roles to be held by executives

with international careers.

Our next chapter will be capability led

Being part of the solution in an evolving

global landscape requires competent and

empowered people working safely together.

All people at Comvita are expected to lead,

irrespective of title. We are strengthening

our performance culture with an emphasis

on: capacity – freeing people up to focus

on the stuff that’s really important; pace –

accelerating our insight to action cycles; and

course correction – being able to test and learn,

whilst measuring progress, to enhance agility.

To guide us towards even stronger performance,

we have introduced a refreshed set of values

to determine the behaviours that will unite us

together and are in line with our purpose:

They are:

———— We All Lead

———— Togetherness

———— We Love to Learn

———— Kaitiakitanga.

The behaviours that support our four values are

reflected in our performance review and reward

frameworks.

All in it together

Like every other business, we have been affected

by Covid-19, particularly in our Australian and

New Zealand operations. Within 24 hours of

activating our Pandemic Response Plan on

16 March, we seamlessly transitioned more

than 300 people into full remote working

around the world. We have subsequently

maintained this mode of working (excluding

site-specific work) because we believe it

promotes mental wellbeing and productivity.

Since March, we have gifted more than 3,000

Comvita wellbeing packages to staff, their

families and the wider community.

OUR TEAM AT

COMVITA

——

LOOKING

FORWARD

——

52%

TEAM NUMBERS GLOBALLY

SPLIT BY MARKET

CUSTOMER-FACING

ROLES

(FROM 38% IN FY19)

AVERAGE

SERVICE

ENGAGEMENT

63% +1PPT 

MALE 167 / FEMALE 373

5YRS

64%

>3,000 WELLBEING

PACKAGES 

100%

OF NEW ZEALAND-BASED

EMPLOYEES PAID AT LIVING

WAGE RATE OR ABOVE

EQUAL PAY FOR EQUAL

WORK IN ALL EMPLOYING

LOCATIONS

OF NEW ZEALAND-BASED

SENIOR LEADERS ETHNICALLY

DIVERSE (NON-PA

̄

KEHA

̄

)

OF SENIOR LEADERSHIP

ROLES HELD BY EXECUTIVES

WITH INTERNATIONAL

CAREERS

OF SENIOR LEADERSHIP

POSITIONS OCCUPIED

BY WOMEN

OF PARTICIPANTS

IN VOCATIONAL TRAINING

PROGRAMMES ARE WOMEN

OR MA

̄

ORI/PASIFIKA

>

40%

>

20%

>

80%

>

75%

N

O

.

40N

O

.

41

ANNUAL REPORT

COMVITA.CO.NZ

2020

PEOPLE
Improved visibility of safety performance

This year, we moved to TRIFR* because it offers

a higher threshold and level of transparency

for reporting. Our FY20 baseline TRIFR is 5.8.

Total injuries across all teams decreased by 13%.

We’ve also established four key safety pillars

that enable a clear roadmap to achieve our

long-term focus of strong industry leadership

in health and safety - aligning our efforts and

remaining focused on our highest areas of risk.

01. Whanganui and

Wairarapa apiary

teams completing off-

road vehicle training

IMPROVED VISIBILITY

OF SAFETY PERFORMANCE

——

5.8

-

13%

TRIFRTOTAL INJURIES

370+ MOTOR VEHICLE

SAFETY CHECKS

COMPLETED

TOTAL NUMBER OF

SKILLS-BASED SESSIONS

FOR DRIVER TRAINING

DELIVERED

-

27%

MOTOR VEHICLE

INCIDENTS

Over the past 12 months, we

have relentlessly focused on our

number one critical risk, which

is driving vehicles on and off

roads. Underpinned by bowtie

methodology, the number of motor

vehicle incidents in FY20 decreased

by 27% versus the year prior.

This year, we completed more than

370 motor vehicle safety checks

and delivered 149 sessions of skills-

based driver training.

* TRIFR = total recordable injury frequency rate per 200,000 hours

worked globally.

Recordable injuries include injuries requiring medical treatment or

lost time combined.

Several labour hour assumptions made and injury frequency rate

has not been independently verified.

149

LEADERSHIP

Active and meaningful

health and safety

leadership

RISK

Focus on what

matters and target

high-consequence risks

that have the greatest

potential to affect

our people

ENGAGEMENT

A just learning culture 

built on empowerment

and proactive

engagement

RESOURCES

Quality resources

that build capability

and enable our

people to do the

right thing everyday

N

O

.

42N

O

.

43

ANNUAL REPORT

COMVITA.CO.NZ

2020

Carbon management
An assessment of our carbon footprint* at

our Paengaroa site shows our total emissions

have been dropping steadily. We estimate our

emissions have reduced by approximately 30%

over four years.

Working towards our overall goal of being

carbon positive, we are now designing and

implementing a formal Carbon Management

Plan. This plan will expand the scope of

our footprint measurements to include

all global business units and facilities

and validate our carbon emission and

sequestration measurements.

This will include our continual focus on

packaging innovation and improvements,

heading towards our packaging commitment

of being 100% recyclable, reusable or

compostable by 2025.

PLANET

* Carbon footprint data boundaries

Only relates to the footprint of the Paengaroa site (our central

market services, production and warehousing facility). Scope 1

and 2 emissions included. Some Scope 3 data used (air travel,

accommodation, purchased packaging, freight). Scope,

methodology and data has not been independently verified,

and results are preliminary

AIMING FOR THE COMVITA TEAM TO

BE CARBON POSITIVE BY 2030

——

30%27%

CARBON POSITIVE

2030

REDUCTION IN PAENGAROA

CARBON FOOTPRINT OVER

FOUR YEARS

(FROM MATERIALS AND

WAYS OF WORKING)

OF PAENGAROA SITE

POWER FROM RENEWABLE

SOLAR ENERGY

6.4M trees planted and 3,285

tonnes of CO2 sequestered through

Ma ̄nuka regeneration

Our investment in Ma ̄nuka forests

supports biodiversity as well as

the removal of carbon from the

atmosphere – enabling our bees to

collect the highest-quality nectar

and Comvita to be the world leader

in quality.

Every tree we plant helps make a

greener New Zealand. By the end

of our planting season in 2019, we

had planted more than 6.4 million

trees, putting us in second place on

the New Zealand Trees That Count

leaderboard. In the past four years,

we estimate our Ma ̄nuka forests

have removed 3,285 tonnes of CO2,

which is well in excess of our annual

carbon emissions for Paengaroa

(estimated at 2,235 t CO2e for FY20).

6.4MC0

2

TREES PLANTED3,300 TONNES OF CO2

REMOVED DUE TO

MA

̄

NUKA FORESTS

Renewable solar energy

A year ago, we installed our photovoltaic solar

system. Since then, it has generated 26.6%

of our Paengaroa site’s total power use. This

equates to 40 tonnes of avoided CO2 emissions

or enough electricity for 58 houses for one year.

The amount of CO2 we have saved equates

to what 8 hectares of regenerating natural

New Zealand forest would remove from the

atmosphere in one year.

Ma ̄nuka forest carbon sequestering/removals

Calculations based on MPI carbon lookup tables

for indigenous New Zealand forest. Estimated

carbon removals across all Ma ̄nuka forests invested

in and managed. An overestimate is likely given as

Ma ̄nuka is not as carbon dense as other indigenous

forest species.

(Source: Measuring Emissions: A Guide for Organisations, published

by MfE, 2019)

N

O

.

44N

O

.

45

ANNUAL REPORT

COMVITA.CO.NZ

2020

PARTNERSHIP
Responding to nature in need –

the Australian bush fires

When the Australian bushfires affected our

wider-reach communities, we came together

to offer our support in a range of ways. Our

teams across Australia and New Zealand made

personal donations to WIRES/Red Cross, with

these donations matched by Comvita. Our

Australian teams used their Helping Hands

Day to help cater for local firefighters tackling

the Ravensbourne fire in Queensland. We also

donated medical honey to the Wildlife Rescue,

Rehabilitation and Education Association at

Murphy’s Creek to help animals in need.

Comvita also donated around 1,500 units of

medical-grade Ma ̄nuka honey Medihoney®

Antibacterial Wound Gel™ products to rescue

groups across Australia’s affected areas.

Saving the Wild Director Jamie Joseph

travelled around Australia distributing these

products to wildlife centres caring for injured

and burnt survivors. This Ma ̄nuka honey, often

used in hospitals, was used to treat burns and

wounds on a range of wildlife.

01. Melissa Webb, Site

and Administration

Manager helping out

at the Wildlife Rescue

rehab centre.

SUPPORTING NATURE +

BIODIVERSITY

SAVING

THE WILD

RED CROSS –

AUSTRALIAN BUSH FIRES

SUPPORTING THE

ENVIRONMENT

+ WILDLIFE

——

PLEASE VISIT COMVITA.CO.NZ

TO FIND OUT MORE ABOUT OUR

PARTNERSHIPS

Our value of kaitiakitanga meaning

guardianship of the land, has been integral to our

thinking since Comvita was founded.”

N

O

.

46N

O

.

47

ANNUAL REPORT

COMVITA.CO.NZ

2020

PARTNERSHIP
Comvita forms a powerful partnership

to help save the wild

In July 2020, we joined forces with Saving the

Wild, creating a partnership to care for nature

in need by protecting natural habitats and

supporting guardianship of the land by local

communities. This partnership is grounded

in Comvita’s founding principles, built on

respect for nature and humankind.

Saving the Wild is a New Zealand registered

charity founded in 2014 by Jamie Joseph.

Its mission is to protect endangered African

wildlife and ultimately the priceless biodiversity

of the planet.

The first major project earmarked for the

new partnership will see Jamie taking

Comvita’s beekeeping expertise to Kenya,

where local tribes will be trained in beekeeping

and honey production. This programme will

support both environmental biodiversity

and the local community through social

enterprise development.

Jamie describes how this new major partnership

will go beyond funding to connect nature and

people in a harmonious way. “Bees are an

essential part of the ecosystem, but more

knowledge of how they increase, and support

biodiversity will empower the people,” she says.

“We will work with Comvita to bring beekeeping

skills to Kenya and provide training for local

communities to increase jobs and ultimately

support the local economy. What’s more,

elephants fear bees, so with managed bees in

the area, elephants are less likely to encroach

on the communities, ultimately reducing

the potential for trampling or danger to the

animals. It is circular in this way: to save the

wild, we must first save the people.”

At year end, Jamie returned to the Kimana

eco-corridor in Kenya where she is actively

caring for and protecting the local tusker

elephant population and seeking to initiate

a beekeeping project with the local community.

02. The Saving the Wild

team is actively caring

for and protecting the

local tusker elephant

population and seeking

to initiate a beekeeping

project with the local

community.

By forming this long-term partnership

with Jamie and the Saving the Wild team, we can truly

bring our shared values of caring for nature in need

to life in sustained and tangible ways.”

01. Tolstoy in the

Kimana eco-corridor,

Kenya, Africa.

DAVID BANFIELD


CEO

BEES TO BRING HARMONY FOR

ELEPHANTS AND PEOPLE IN AFRICA

——

N

O

.

48N

O

.

49

ANNUAL REPORT

COMVITA.CO.NZ

2020

OUTLOOKBOARD OF DIRECTORS
HEWLETT


NON-EXECUTIVE CHAIR

Brett

KENNEDY


CHAIR OF SAFETY AND

PERFORMANCE COMMITTEE

Sarah

REID


INDEPENDENT DIRECTOR

Paul

DAYONG


DIRECTOR

Cheng

KEEPING US

FOCUSED

——

MAJOR


INDEPENDENT DIRECTOR

Bob

BUNT


CHAIR OF AUDIT AND

RISK COMMITTEE

Luke

GUANGPING


DIRECTOR

Zhu

CRAIG


NON-EXECUTIVE CHAIR*

Neil

$4M

UNDERLYING FIXED COST

REDUCTION OF $4M BEFORE

TRANSFORMATION COSTS

OF $1.5M

TARGETING 150BPS

IMPROVEMENT IN GP

150BPS

MATERIAL INCREASE

IN MARKETING INVESTMENT

IN NORTH AMERICA AND

CHINA C$6M

TARGETING MID-SINGLE DIGIT

REVENUE GROWTH IN FY21 (20%

EBITDA BENEFIT)

BUILDING A BETTER

BUSINESS

Bright

A

FUTURE

*(retired as Chair January 2020,

retired as Independent Director

30 June 2020)

N

O

.

50N

O

.

51

ANNUAL REPORT

COMVITA.CO.NZ

2020

GOVERNANCE
The Board’s Charter sets out the governance

principles, authority, responsibilities, membership and

operation of the Board of Directors. This governance

statement outlines the main corporate governance

practices as at 31 August 2020. The full statement is

available to view at www.comvita.co.nz.

COMPLIANCE

The Board has adopted codes and policies relating

to the conduct of all Directors, executives and staff,

taking guidance from the NZX Main Board Listing

Rules relating to corporate governance and the

NZX Corporate Governance Code.

For the purpose of Listing Rule 3.8.1, the Board

considers that, as at 31 August 2020, the governance

structures, principles, policies and practices it has

adopted are in compliance with the NZX Corporate

Governance Code dated 1 January 2019 (NZX Code)

except to the extent set out in the following pages.

The Company’s Constitution, the Board and Committee

Charters, codes and policies referred to in this section

are available to view at www.comvita.co.nz.

GOVERNANCE PRINCIPLES

AND GUIDELINES

Principle 1 – Code of Ethical Behaviour

Directors set, observe and foster high ethical standards.

The company expects its Directors, officers, and

employees to act legally, to maintain high ethical

standards and to act with integrity consistent with

Comvita’s policies, guiding principles and values.

A Director-specific Code of Ethics sets out these

standards for all Directors and can be found in the

Appendix to the Board Charter on the company’s

website. Further, the company has adopted a new

Code of Ethics applicable to all Directors, officers and

employees in accordance with Recommendation 1.1

of the NZX Code, a copy of which is available on the

website. Training on ethical behaviour is incorporated

within the Company’s induction programme, with

refresher training provided periodically.

Company rules, which all employees and officers

are expected to adhere to, provide clear guidance

across a range of ethical and legal matters to

ensure high standards of performance and behaviour

are maintained when dealing with the company’s

customers, suppliers, shareholders and staff.

Specific policies are also available on the company’s

website as noted below.

Mechanisms are provided within the company-wide

Code of Ethics and general company rules for the

safe reporting of breaches of ethical standards

or other policies or laws, and the consequences

of non-compliance are made explicit.

Trading in Comvita securities

Directors, officers and employees are restricted in

their trading of Comvita securities and must comply

with the company’s Financial Products Dealing Policy,

which is available on the company’s website. The policy

provides guidance on insider trading rules and outlines

process and approval requirements for dealing in

Comvita securities.

Comvita makes the documents listed below available

on its website.

Constitution/ChartersCodes/Policies

Constitution Code of Ethics

Board Charter Continuous

Disclosure Policy

Safety and

Performance

Committee Charter

(previously called

the Remuneration,

People and Culture

and Nominations

Committee Charter)

Financial Product

Dealing Policy

Audit and Risk

Committee Charter

Diversity Policy

Director and Officer

Remuneration Policy

The primary objective of the Board is to

build long-term shareholder value with

due regard to other stakeholder interests.

It does this by guiding strategic direction

and context and focusing on issues

critical for its successful execution.

BANFIELD


CHIEF EXECUTIVE

OFFICER

LEADERSHIPGOVERNANACE

David

McNAMEE


CHIEF CUSTOMER

OFFICER

Saada

BASKIN


CHIEF OPERATING OFFICER

SUPPLY

Colin

BROWN


CHIEF SUPPLY

CHAIN OFFICER

Tracy

CHEN


REGIONAL CHIEF EXECUTIVE

OFFICER ASIA

Andy

EVANS


CHIEF SCIENCE OFFICER

(COMMENCED 1 JULY 2020)

Dr Jackie

BROWN


CHIEF PURPOSE &

TRANSFORMATION OFFICER

Holly

BARR


CHIEF FINANCIAL OFFICER

(ACTING)

Adrian

PLEASE VISIT COMVITA.CO.NZ

FOR BIOGRAPHIES OF OUR

BOARD AND LEADERSHIP

BUILDING OUR

BUSINESS

——

N

O

.

52N

O

.

53

ANNUAL REPORT

COMVITA.CO.NZ

2020

GOVERNANACE
Principle 2 – Board Composition

and Performance

The Board operates in accordance with the Board

Charter, which sets out the roles and responsibilities

of the Board. A copy of the charter is available on

the company’s website.

There is a balance of independence, skills, knowledge,

experience and perspective among Directors that

allows the Board to work effectively. The Directors

have each signed a written agreement with the

company in accordance with Recommendation

2.3 of the NZX Code.

Responsibility for the day-to-day operations and

administration of the company is delegated by

the Board to the Chief Executive Officer and

the leadership team.

Nominations and appointments

The nomination of candidates for appointment to

the Board is overseen by the Safety and Performance

Committee* and the procedure for nomination

and appointment is detailed in the Safety and

Performance Committee Charter. Such procedure

includes processes to be followed to ensure proper

checks are carried out on all candidates and key

information is obtained to enable the Board and

shareholders to make an informed decision about

whether to elect or re-elect a candidate. It also

provides for an assessment of independence.

Board size and composition

The Board is comprised of Directors with a mix of

qualifications, skills and experience appropriate to

the company’s business. The number of Directors and

rotation requirements are determined in accordance

with the company’s Constitution and the NZX Main

Board Listing Rules. The Constitution provides for

the Directors annually to elect one of their number

as Chair of the Board, and the Board Charter provides

that the Chair should be an independent Director

unless otherwise approved by all Directors. For the

year ended 30 June 2020, the company complied

with the Listing Rules dated 1 January 2019 with

regard to the composition of the Board and the

appointment and rotation of Directors.

Director profiles, ownership interests

and meeting attendance

Profiles of each Director with details of their

experience, length of service and independence

are available on the company’s website.

Director ownership interests (including beneficial

ownership) as at 30 June 2020 are detailed on

page 47-50 of the Financial Statements 2020.

Board and Committee meeting attendance for

the year ended 30 June 2020 is set out below:

Board MemberBoard

Conference Calls &

Special MeetingsAudit and Risk

Safety and

Performance

EligibleAttendedEligibleAttendedEligibleAttendedEligibleAttended

Neil Craig111112123311

Luke Bunt1110121233––

Brett Hewlett111112123344

Sarah Kennedy111112111133

Paul Reid11101293311

Murray Denyer

1

22––––11

Robert Major

2

99108––33

Cheng Dayong

3

7687––––

Zhu Guangping

4

7280––––

Comvita undertook a capital raising in FY20, and as

such, a Due Diligence Committee (DDC) was formed.

Brett Hewlett, Luke Bunt and Neil Craig were Director

representatives on the DDC. Seven DDC meetings

were held, with Directors’ attendance as follows:

Board MemberDDC

EligibleAttended

Neil Craig77

Luke Bunt77

Brett Hewlett77

Gender composition of Directors and officers

The company is committed to diversity (race, gender,

sexuality etc.) in its employment of individuals at all

levels in the organisation. As at 30 June 2020, the

Board had one female Director out of a total of eight

Directors and three female officers and one Kiwi

Chinese executive out of a total of nine officers (2019:

one female Director out of a total of six Directors and

two female Officers out of a total of six Officers).

Diversity Policy

The company’s commitment to diversity has been

reflected in its ongoing appointments at all levels

of suitably qualified women and others with diverse

experiences and perspectives that contribute

importantly to ongoing innovation throughout the

organisation. This commitment is reflected in the

company values and behaviours. The Safety and

Performance Committee is monitoring gender pay

equality, is positive about current progress and has

strategies in place to achieve equality on a scheduled

approach. The company has a Diversity Policy in

accordance with Recommendation 2.5 of the NZX

Code, which is available on the company’s website.

The Safety and Performance Committee has set

measurable targets for achieving greater diversity

within the company. The company is tracking well

against its diversity objectives and targets.

Director training and performance

Board members are encouraged to regularly

participate in learning and self-development

opportunities provided by the Institute of

Directors or other professional groups to

ensure they remain current on how best to

perform their duties as a Director.

The company has a procedure to assess Director,

Board and Committee performance, which is set

out in the Board Charter. In particular, each year,

the Board undertakes a self-assessment of its

performance, processes and procedures.

* Mr Zhu Guangping and Mr Cheng Dayong are not considered

independent as they are associated with substantial product

holders. Zhu Guangping is associated with Li Wang, the largest

shareholder in the company with a shareholding of greater than

5%. Cheng Dayong is associated with China Resources, which

also has a shareholding of greater than 5%. Mr Brett Hewlett

acted in a temporary capacity as an Executive Director during

the interim period between the resignation of the former Chief

Executive Officer in August 2019 and the appointment of the

current Chief Executive Officer in January 2020. Therefore, for

this period only, he was considered non-independent.

Independence of Directors

The majority of the Board are independent Directors.

The Chair is also independent.

For a Director to be considered to be independent, the

fundamental consideration in the opinion of the Board

is that the Director be independent of the Executive

and not have any direct or indirect interest, position,

association or relationship that could or could be

perceived to influence in a material way the Director’s

capacity to bring an independent view to decisions,

to act in the best interests of the company and to

represent the interests of shareholders generally.

In accordance with the NZX Corporate Governance

Code, any Director who is or who is associated with

a substantial product holder is considered by the

Board to not be independent.

Having considered these matters and the

composition of the Board, the company

considers the Directors hold an appropriate

mix of skills, expertise and independence.

The Board has reviewed which of its Directors are

deemed to be independent in terms of the NZX

Listing Rules and has determined that six of the eight

Directors as at 30 June 2020 were independent.*

It is viewed that the Chairs of the Audit and Risk

and the Safety and Performance Committees

are independent, as are the Committee members.

Principle 3 – Board Committees

The Board uses Committees where this enhances

the effectiveness in key areas while retaining Board

responsibility. The Board operates two Committees

to assist in the execution of the Board’s duties: the

Safety and Performance Committee and the Audit

and Risk Committee. Each Committee has a specific

Charter, which can be viewed at the company’s

website www.comvita.co.nz. Committee members

are appointed from members of the Board, and

membership is reviewed on an annual basis.

All matters determined by Committees are submitted

to the full Board as recommendations for Board

decision. Staff members attending those Committees

are at the invitation of the specific Committee.

The Board did not consider it necessary to have any

other Committees for the reporting period as a

standing board Committee.

1. Murray Denyer resigned on 16 August 2019.

2. Robert Major was appointed on 1 September 2019.

3. Cheng Dayong was appointed on 17 October 2019.

4. Zhu Guangping was appointed on 17 October 2019. He was

subsequently granted a leave of absence in accordance with the

Constitution for the period 1 February to 30 June 2020.

* The Remuneration, People and Culture and Nominations

Committee was renamed the Safety and Performance

Committee in August 2020.

N

O

.

54N

O

.

55

ANNUAL REPORT

COMVITA.CO.NZ

2020

GOVERNANACE
Takeover protocols

The Board has established experience in respect

of the various NZX and statutory requirements in

the event of a takeover approach for the company.

The key requirements of the Takeover Code are well

understood by the Board.

Further, the company has established formal protocols

that set out the procedure to be followed if there is a

takeover offer in accordance with Recommendation

3.6 of the NZX Code.

Principle 4 – Reporting and Disclosure

The Board demands integrity both in financial

reporting and in the timeliness and balance of

disclosure on entity affairs.

The company is committed to ensuring integrity and

timeliness in its financial reporting and in providing

information to the market and shareholders that

reflects a considered view on the present and future

prospects of the company.

Financial reporting

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting including

the accuracy, completeness and timeliness of

financial statements. It reviews half-year and annual

financial statements and makes recommendations

to the Board concerning accounting policies,

areas of judgement, compliance with accounting

standards, stock exchange and legal requirements

and the results of the external audit. Management

accountability for the integrity of the company’s

financial reporting is reinforced by the certification

from the Chief Executive Officer and Chief Financial

Officer in writing that the company’s financial

statements are fairly stated in all material aspects.

Timely and balanced disclosure

Continuous disclosure obligations of NZX require all

listed companies to advise the market about any

material events and developments as soon as the

company becomes aware of them. The company

has policies and monitoring in place to ensure that

it complies with these obligations. In particular, the

company has a Continuous Disclosure Policy applicable

to all Directors, officers and employees that is

available on the company’s website.

Non-financial reporting

The company is committed to financial reporting that

is balanced, clear and objective. Broader reporting of

environmental, economic and sustainability factors is

contained in the body of the Annual Report.

Principle 5 – Remuneration

The remuneration of Directors and senior executives

is transparent, fair and reasonable. Making sure

team members and Directors get the rewards

they deserve is the responsibility of the Safety

and Performance Committee.

Non-Executive Directors’ remuneration

The fees payable to the Non-Executive Directors

are determined by the Board within the aggregate

amount approved by shareholders. The Board

considers external information of peer companies

in terms of scale and complexity when setting

remuneration levels. The current Directors’ fee

pool limit is $610,000 approved at the 2016 Annual

Shareholders’ Meeting. Information on payments

to each Director is set out on page 47 of the

Financial Statements 2020.

Chief Executive Officer remuneration

The Chief Executive’s base salary for the FY20 year

was $520,000. Subject to Board approval, for FY20,

the Chief Executive Officer was also entitled to a

short-term incentive if he met agreed financial and

non-financial goals (of up to 25% of base salary) and

a long-term incentive in the form of Performance

Share Rights in reflection of on-boarding and second-

half performance requirements, (with on-target

earnings of $115,000).

Senior executive remuneration

For FY20, senior executive remuneration was

made up of: base or fixed remuneration, an at-risk

component based around individual myscorecard

performance in the year and a share of a bonus pool

if shareholder earnings targets are achieved, subject

to Board approval. In addition, 40 executives currently

participate in a partly paid executive share scheme.

For FY21, senior executive remuneration will be made

up of base or fixed remuneration, an employee bonus

plan and a performance share rights plan.

Staff remuneration

All permanent staff are eligible to participate in a

short-term incentive scheme. Bonus payments are

contingent upon achievement of company targets

for the year (as approved by the Board), as well as

assessment of individual delivery against objectives

cascaded through the organisation and individual

behaviour in line with core values.

In addition, all staff have the opportunity to

participate in a share purchase scheme and the

company provides a non-interest-bearing loan of up

to $2,340 to assist staff to purchase Comvita shares.

Policy

The company has a Remuneration Policy for Directors

and officers in accordance with Recommendation 5.2

of the NZX Code, a copy of which is available on the

company’s website.

Principle 6 – Risk Management

The Board regularly verifies that the entity has

appropriate processes that identify and manage

potential and relevant risks through monthly

Board reporting of the risk register. Further, the

Audit and Risk Committee monitors on a regular

basis the risk management framework to ensure it

remains appropriate. Further detail on the role and

responsibilities of the Audit and Risk Committee in

relation to risk management is set out in the Audit

and Risk Committee Charter.

Business risks

The Chief Executive Officer and leadership team

are required to regularly identify the major risks

affecting the business. These major risks are

included in a risk management register. Strategies

are consistently being developed to mitigate these

risks. Significant risks are discussed at each Board

meeting or as required. The company maintains

insurance policies that it considers adequate to

meet the insurable risks of the Group. Exposure to

any foreign exchange risk is managed in accordance

with policies laid down by the Directors.

As risk assessment is a dynamic environment and

often commercially sensitive, the company reports

on the most significant of these under its continuous

disclosure obligations to the NZX market and in the

Annual Report.

Health and safety

The company employs a Head of Safety and

Sustainability with oversight of health and safety

matters sitting with the recently renamed Safety

and Performance Committee. The health and safety

functions of the Committee include undertaking

due diligence in the identification and monitoring

of workplace hazards, as well as the monitoring

and review of the company’s compliance with

documented occupational health and safety policies

and procedures. Health and safety review reports

are a priority agenda item at all Board meetings,

and specific reviews are sought as required. The Board

undertakes ongoing health and safety education and

visits key operational sites on a scheduled basis.

Safety and Performance Committee

The Safety and Performance Committee (previously

called the Remuneration, People and Culture and

Nominations Committee) comprised of Murray Denyer

(Chair), Neil Craig, Brett Hewlett and Paul Reid for the

period 1 July 2019 – 16 August 2019. Following the

retirement of Murray Denyer from the Board on 16

August 2019, the Committee was reconstituted with

Sarah Kennedy (Chair), Brett Hewlett and Bob Major.

The Committee met four times during the period.

For the FY20 year, all Committee members were

independent Directors with the exception that Brett

Hewlett was not considered independent during the

period August 2019 to January 2020 while he was

temporarily acting in the role of Executive Director.

The Committee recommends the remuneration policies

and packages, including performance incentives for

the Chief Executive Officer and the leadership team.

Additionally, it reviews the performance targets of the

Chief Executive Officer, succession planning for the

leadership team and the Board, risk and compliance

monitoring in relation to the company’s human resources

and operational health and safety oversight, the

company’s performance in respect of responsible

governance and remuneration policies and guidelines

for Directors.

The Committee also carries out the functions of a

nominations Committee, recommending new Director

appointments to the full Board. Further detail on the

Committee’s roles and responsibilities is set out in the

Committee Charter.

Audit and Risk Committee

The Audit and Risk Committee currently comprises

Luke Bunt (Chair), Neil Craig and Paul Reid and

met three times during the period.* For the FY20

year, all Committee members were independent

Directors. The Committee reviews the annual

audit process, the financial and operational

information provided to stakeholders and others,

the management of business risks facing the

organisation and the framework of internal control

and governance that the leadership team and

the Board have established. The Chief Executive

Officer, Chief Financial Officer and General Manager

Finance regularly attend meetings by invitation.

The company’s external auditors attend Committee

meetings as deemed necessary by the Committee.

Further detail on the Committee’s roles and

responsibilities is set out in the Committee Charter.

* Sarah Kennedy was a member of the Audit and Risk Committee

until 16 August 2019 when she assumed the role of Chair of the

Remuneration, People and Culture and Nominations Committee

(now called the Safety and Performance Committee).

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ANNUAL REPORT

COMVITA.CO.NZ

2020

GOVERNANACE
Chief Executive Officer and Chief Financial

Officer assurance

The Chief Executive Officer and Chief Financial Officer

have provided the Board with written confirmation

that the Company’s 2020 financial statements are

founded on a sound system of risk management and

internal compliance and control and that all such

systems are operating efficiently and effectively

in all material respects.

Risk monitoring

The Audit and Risk Committee reviews the company’s

risk management policies and processes, and the

leadership team provides an updated risk assessment

profile to each meeting of the Board.

The Safety and Performance Committee reviews

human resource management risks.

Principle 7 – Auditors

The Board ensures the quality and independence of the

external audit process. A framework for the company’s

relationship with its external auditors is overseen by

the Audit and Risk Committee. Further detail on that

framework and the role and responsibilities of the

Audit and Risk Committee in relation to the external

audit framework is set out in the Audit and Risk

Committee Charter.

Independence

To ensure the independence of the company’s external

auditor is maintained, the Board has agreed the

external auditor should not provide any services

not permitted under International Federation of

Accountants regulations. This is monitored by the

Audit and Risk Committee.

External auditor

Comvita’s external auditor is KPMG. KPMG was

reappointed by shareholders at the 2019 Annual

Shareholders’ Meeting in accordance with the

provisions of the Companies Act 1993. KPMG was

first appointed as auditors in 1998. KPMG has been

invited to attend this year’s Annual Shareholders’

Meeting and will be available to answer questions

about the audit process, Comvita’s accounting

policies and the independence of the auditor.

Internal audit

Comvita currently does not have an internal audit

function. The Audit and Risk Committee is responsible

for reviewing and monitoring the company’s risk

management and internal control framework and

has open communication with external auditors,

financial and senior management and the Board.

The Committee is empowered to investigate any

matter brought to its attention with full access to

all books, records and facilities and personnel of the

company and the power to retain outside counsel

or other experts for this purpose. In addition, the

Board seeks reports on specific areas of potential

concern or to evaluate business performance on a

post-investment basis. The reviews are completed by

appropriate internal staff and/or with external input.

Principle 8 – Shareholder Rights and Relations

The Board fosters constructive relationships with

shareholders, which encourages them to engage

with the company.

The Board aims to ensure shareholders are provided

with all information necessary to assess the company’s

strategic direction and performance. It does this

through a communication strategy that includes:

• periodic and continuous disclosure to NZX

• information provided to media and briefings

to major shareholders

• half-year and annual reports

• the company’s website with an investor

relations section

• future direction presentation at the Annual

Shareholders’ Meeting, which is conducted in

a very open manner, and a range of questions

are considered.

The company aims to ensure the process of

communication with investors is easy and

uses a variety of channels and technologies

to keep its shareholders informed, including

by providing and encouraging investors to

receive communications electronically.

To encourage shareholder participation in meetings,

the Board looks to ensure notices of annual or special

meetings of shareholders are posted on the company’s

website at least 20 working days prior to the meeting.

Major decisions

All major decisions that may result in a change in

the nature of the company’s business are subject

to shareholder approval in accordance with the

Company’s Constitution, the Companies Act 1993

and the NZX Listing Rules. No major decisions required

shareholder approval in the reporting period.

Capital raising

When considering any raising of additional capital,

the Board considers the interests of all shareholders

when assessing its options to raise capital. Where

considered appropriate, the Board will look to raise

additional equity capital from existing shareholders

on a pro-rata basis.

In FY20, Comvita undertook a $50M capital raising,

comprising of a $20M institutional placement and

a $30M pro-rata accelerated non-renounceable

entitlement offer.

Stakeholder interests

The Board respects the interests of stakeholders

within the context of the company’s ownership

type and its fundamental purpose. Comvita aims to

manage its business in a way that will produce positive

outcomes for all stakeholders including the public,

customers, employees, shareholders and suppliers.

The company is strongly committed to acting in

a socially responsible manner with all stakeholders,

including the wider community.

Further detail

Further detail as required by the NZX Listing

Rules and Companies Act 1993 is included in the

financial statements supplied with, and as part

of, the Annual Report.

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ANNUAL REPORT

COMVITA.CO.NZ

2020

DIRECTORY
New Zealand

COMVITA NEW ZEALAND LIMITED


23 Wilson Road South | Paengaroa

Private Bag 1 | Te Puke 3153

Bay of Plenty | New Zealand

Phone +64 7 533 1426

Freephone 0800 504 959

info@comvita.com

Japan

COMVITA JAPAN K.K.


Sangenjaya Horisho Bld 4F

1-12-39 Taishido, Setagaya-Ku

Tokyo 154-0004 | Japan

Phone +81 3 6805 4780

info@comvita-jpn.com

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

United Kingdom

COMVITA UK LIMITED


2nd Floor, 47a High Street

Maidenhead | SL61JT

United Kingdom

Phone +44 1628 779 460

info@comvita.co.uk

North America

COMVITA USA, INC.


506 Chapala Street

Santa Barbara | CA 93101 | USA

Phone +1 855 449 2201

usacustomerservice@comvita.com

Hong Kong

COMVITA HK LIMITED


Room 1320 – 1322 Leighton Centre

77 Leighton Road

Causeway Bay | Hong Kong

Phone +852 2562 2335

cs@comvita.com.hk

China

COMVITA FOOD (CHINA) LIMITED


Room 2501 - 2502, Block A

Xinhao E Du, No 7018

Caitian Road, Furtian District

Shenzhen 518120

Guangdong | China

Phone +86 755 8366 1958

comvita@comvita.com.cn

OUR OFFICES

——

Directors

COMVITA BOARD OF DIRECTORS


Brett Hewlett

Bob Major (appointed 1 Sep 2019)

Luke Bunt

Paul Reid

Sarah Kennedy

Cheng Dayong (appointed 17 Oct 2019)

Zhu Guangping (appointed 17 Oct 2019)

Neil Craig (retired 30 June 2020)

Bankers

WESTPAC BANKING CORPORATION


Level 8

16 Takutai Square

PO Box 934

Auckland 1140

Registered Office

COMVITA LIMITED


23 Wilson Road South, Paengaroa

Private Bag 1, Te Puke 3153

Bay of Plenty, New Zealand

Phone +64 7 533 1426

Fax +64 7 533 1118

Freephone 0800 504 959

Email investor.relations@comvita.com

www.comvita.com

Auditors

KPMG TAURANGA


Level 2

247 Cameron Road

PO Box 110

Tauranga 3140

Solicitors

SHARP TUDHOPE


Level 4

152 Devonport Road

Private Bag TG12020

Tauranga 3110

Share Registry

LINK MARKET SERVICES LIMITED


Level 11

Deloitte House

80 Queen Street

Auckland 1010

MORE DETAILS

——

This document is printed on environmentally responsible papers, produced using Elemental Chlorine Free

(ECF), FSC certified Mixed Source pulp from Responsible Sources, and manufactured under the strict

ISO14001 Environmental Management System. The ink used in the manufacture of this report is 100%

vegetable based, mineral-oil free and manufactured from 100% renewable resources.

Placeholder, not for Printing

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Min Size 12mm Height

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COM003

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ANNUAL REPORT

COMVITA.CO.NZ

ANNUAL REPORT
2020

COMVITA.CO.NZ

COMVITA


—————


ANNUAL REPORT


—————



2020

A HIVE OF ACTIVITY

——

---

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

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.