Me Today Annual Report
Annual
Report
FOR THE FIFTEEN MONTHS ENDED
30 JUNE 2022
Contents
CHAIR & CEO REPORT
3
DIRECTORS’ PROFILES
8
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
13
Consolidated Statement of Changes in Equity
14
Consolidated Statement of Financial Position
15
Consolidated Statement of Cash Flows
16
Notes to the Consolidated Financial Statements
17
INDEPENDENT AUDITOR’S REPORT
52
CORPORATE GOVERNANCE STATEMENT
59
SHAREHOLDER & STATUTORY INFORMATION
65
Chair &
CEO Report
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Chair & CEO Report
Restructuring
The Group has continued to implement plans to
reduce costs within the King Honey operation.
With the significant volume of honey stocks,
the Group made the decision to downsize its
beekeeping operations and reduce the cashflow
draw created by the next season’s harvest. The
decision was taken to close the Kaitaia, Kerikeri and
Blenheim beekeeping operations. In addition, the
Group has completed a review of the remaining
operations in the Wairarapa and Central Plateau.
As a result of this review the total hive numbers
will be reduced to approximately 4,000. The
business proposes to continue to operate reduced
beekeeping operations in these areas to provide a
geographical spread to help mitigate the impact
of weather on the harvest. The changes made to
take physical hive numbers from 15,595 to 4,000
will reduce the cost of the harvest by approximately
$5m per annum.
At 30 June 2022 the Group had 630 tonnes of
Mānuka honey. The Group’s strategy is to sell down
honey stocks in a managed way through investment
in brand creating increased demand for jar honey
sales, together with sales of drum honey on the
wholesale market as appropriate opportunities
arise.
The Group will continue to optimise its Beekeeping
operation and its production and storage facility in
Taupō.
Strategy and opportunities within the
2023 Financial Year
The Group now operates in 3 clear health and
wellness categories:
1. Mānuka Honey
2. Supplements
3. Skincare
The focus for FY23 and beyond remains to grow
brands locally and internationally within the Health
and Wellness spaces. The Group will expand this
strategy through three brands, Me Today, SuperLife,
and BEE+.
Investment in brand and international opportunities
will continue through FY23 meaning that the brands
and the Group will continue to be loss making. The
investment will provide revenue growth and growth
in the value of brands.
Further explanation of the opportunities and strategy
by brand are explained below.
Dear Shareholder
Me Today’s financial results for the for the fifteen month period ended 30 June 2022 includes the twelve
months trading of the King Honey business since acquisition on 30 June 2021, together with fifteen months
trading for the other members of Me Today Group. The Group recently changed its balance date to 30 June.
The past fifteen month period has focused on integrating the King Honey business into the Me Today Group
together with continued investment in the Me Today brand in New Zealand and internationally.
The acquisition of the King Honey business has provided challenges to the Group given the over stocking and
performance of its largest customer who operates in the Chinese market. The resulting reduction in sales
together with a high yielding 2022 harvest created cashflow pressure on the Group.
As a result of these challenges the Board of Me Today agreed to undertake a pro-rata capital raise of up to
$10m through a rights issue of 1.3 shares for every share held at 1 cent per share. The Group completed the
capital raise through June and July 2022 and in total raised $7.5m through the rights issue and a shortfall
placement to new and existing shareholders.
The purpose of the capital raise funds was to:
• enable continued investment in brands
• take advantage of international opportunities
• lessen cashflow pressure
• meet additional working capital requirements
Given the recent capital raise, the restructuring and the sales pipeline, the Group believes it has sufficient
funding to meet operational requirements while it focusses on strong sales growth through FY23.
The result for the Group records net revenue of $8.27m and a loss after tax of $19.54m. Included within the loss
after tax are one off and amortisation items which total $14.47m. As part of the one off and amortisation items
is a $9.9m impairment recognised on the goodwill and intangible assets of the King Honey business.
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Me Today
Me Today continues to expand internationally with
Me Today products now available in New Zealand,
Australia, Japan, Ireland (and other selected EU
countries), and the United Kingdom.
• In New Zealand Me Today continues to grow
its retail footprint and is now available in
selected Unichem and Life Pharmacy stores,
independent pharmacy stores, Chemist
Warehouse and Bargain Chemist. Fourteen Me
Today supplements have been ranged in 190
Countdown stores New Zealand-wide and five
Me Today Women’s Daily Skincare products
have also been accepted into the Countdown
range.
• In Australia Me Today launched nine TGA
approved supplements and eleven skincare
products into Adore Beauty’s Australian and
New Zealand websites late 2021. Four more
online retailers have also accepted the Me
Today brand.
• The UK and Irish markets continue to show
interest in the Me Today brand with Me Today
supplements and skincare now in John Bell &
Croydon alongside SuperLife Mānuka honey.
Me Today is now in approximately 200 retail
stores in Ireland including selected pharmacy
outlets, online and through Chemist Warehouse
Ireland stores. Me Today launched into Dunne’s
stores in April 2022. Twelve skincare SKUs have
launched in Tesco supermarkets and Tesco
have also accepted a range of Me Today
supplements, launching September 2022.
• Me Today has launched a range of Me Today
skincare into Mash Beauty’s Biople stores
across Japan in partnership with Mash Beauty
Co Lab. Mash Beauty introduced the brand
at its Biople Fes in October 2021 to media
and influencers with the brand being well
received. Mash has also accepted Me Today
skincare products into its Cosme Kitchen stores
meaning that the brand is now available in
approximately 80 premium stores in Japan. A
pipeline of New Products are being developed
for the Japanese market across all key
categories.
• Me Today has signed an agreement with a
distributor and launched a range of skincare
into retail and online in Romania and Hungary.
The distributor has also agreed to distribute the
SuperLife brand.
• In other parts of Europe, the Group is
progressing discussions around distribution of
Me Today and SuperLife products in Sweden,
Finland, Italy, Austria, France and Poland.
• The Group also sees the US market as an
opportunity with a strategic focus to drive
branded presence through online and retail
sales across supplements, skincare and Mānuka
honey. The Group has employed a senior
sales manager and engaged a broker to work
directly with potential key partners in market.
A pipeline of product has been through initial
regulatory review with launch into market late
2022/ early 2023.
The brand also continues to expand its product
offering. The Me Today brand now includes an
extensive skincare and supplement range, with a
new Mānuka Active skincare range launched in
August 2022 as well as three new Mānuka honey
products launching in October 2022. New product
development continues to be a core part of the
growth strategy for the brand. In the second half
of the 2022 calendar year Me Today expects to
launch nine new supplements, further expanding its
presence in the growing supplement category.
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Chair & CEO Report
SuperLife
• SuperLife is available in selected SuperDrug
stores in the UK and on SuperDrug online.
• SuperLife launched in New Zealand into
selected Pharmacy and Pak n Save stores and
is now also available in several other stores
around New Zealand.
• SuperLife is available through
SuperLifeManuka.co.nz and SuperLifeManuka.
co.uk and on Amazon.co.uk.
• Purchase orders have been received from the
company’s German distributor.
• The UK and Irish markets continue to show
interest in the SuperLife brand with the product
now available in John Bell & Croydon in
London.
• The brand is about to be launched in
Romania and Hungary through its distribution
partnership in both countries.
• In Switzerland the Group has signed an
agreement with a partner to distribute Me
Today supplements and skincare as well as
SuperLife Mānuka honey.
• The Group has secured a relationship with a
US Grocery chain and a purchase order has
been received for a select honey product. The
order is the initial pipe fill order however, the
Group is expecting additional sell through
orders on an ongoing basis.
BEE +
The largest opportunity the Group has is with
Bee+ through Access Corporate Group (ACG)
& its brand management division Access Brand
Management (ABM). ABM continues to sell through
its high levels of BEE+ inventory and the Group
continues to closely work with ABM to maximize the
opportunities that their network offers. Discussions
are ongoing with ACG in respect to sales plans and
market opportunities into 2023 and beyond. Sales
are expected to resume on a regular basis to ABM
through the later part of the 2022 calendar year
and into 2023. It should be noted that the ongoing
lockdowns by the Chinese Government relating
to Covid-19 continues to provide a challenging
operating environment within China and the Group
continues to discuss the impact with ABM when
assessing forecast orders into 2023.
The opening of borders within New Zealand
has enabled in-market promotional activity to
occur. King Honey hosted 50 members of the
ABM sales team in Auckland and Taupō during
June 2022. ABM have also started to promote
the brand outside of China in markets such as
Canada and South East Asia and are also looking
at opportunities for Bee+ on other e-commerce
platforms.
As borders continue to open, the Group expects
to see more interest in its products from global
travellers. The opening up of the Duty-Free
channel and the Tourism channel will bring revived
demand from an area of retail that was strong for
King Honey prior to the COVID-19 pandemic. The
opportunity now exists across all Group brands; Me
Today, SuperLife and BEE+.
At Me Today our Group mission is “To produce
world leading products that support people
to manage their overall health and wellness”.
We believe we will do this “by formulating,
manufacturing and marketing desirable consumer
products that help people to live better lives daily”.
The Board would like to thank shareholders
for their support over the past 15 months. The
Board would also like to thank our employees for
their hard work in what has been a challenging
15 months. As a team we are excited about
the progress that has been made and the
platform created to take advantage of the many
opportunities for our brands in New Zealand and
internationally.
Grant Baker Michael Kerr
Chairman CEO
Directors’
Profiles
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Directors’ Profiles
Grant Baker
NON-EXECUTIVE CHAIRMAN
Appointed to the Board, March 2020
Grant Baker has wide experience at a senior level in both public and private New
Zealand companies. He is currently the chairman of Turners Automotive Group, a
position he has held for more than 10 years. He was a cofounder of The Business
Bakery and has a number of successes under his belt, including being chairman
of both 42 Below vodka and Trilogy International. 42 Below was sold to Bacardi
in 2006, and Trilogy was sold to CITIC Group. Grant is also a cancer survivor and
has a strong interest in the health and wellbeing sector. Until recently he was
the chairman of The Gut Cancer Foundation, a position he held for more than 10
years.
Grant is not considered to be an independent director under the NZX Listing Rules
as MTL Securities Limited, a company in which he is a director, is a substantial
product holder of Me Today. Also, interests associated with Grant have an
ownership interest in MTL Securities Limited.
Michael Kerr
CHIEF EXECUTIVE OFFICER / EXECUTIVE DIRECTOR
Appointed to the Board, March 2020
Michael holds a Bachelor of Commerce degree, majoring in marketing
and management, from the University of Auckland. Michael has worked in
sales and marketing roles for several local and multinational businesses.
More recently he was responsible for establishing the Swisse brand in New
Zealand across multiple retail channels, and was the general manager of the
skincare brand, Trilogy. Michael’s career spans 20 years, in which time he has
developed a wealth of knowledge both locally and internationally of how to
create and grow brands in the Health and Wellness space.
Michael is not considered to be an independent director under the NZX Listing
Rules as he is the Chief Executive Officer and a director of MTL Securities
Limited, a substantial product holder of Me Today. Interests associated with
Michael have an ownership interest in MTL Securities Limited.
Stephen Sinclair
EXECUTIVE DIRECTOR
Appointed to the Board, March 2020
Stephen is a Chartered Accountant, and spent the early part of his
career with PriceWaterhouseCoopers. In 1999 he started working with
Grant Baker and since then has been involved with numerous successful
startups, including 42 Below, Ecoya and Trilogy, and was involved in the
recapitalisation of Dorchester Pacific which is now the Turners Automotive
Group.
Stephen is not considered to be an independent director under the NZX
Listing Rules as MTL Securities Limited, a company in which he is a director,
is a substantial product holder of Me Today. Interests associated with
Stephen have an ownership interest in MTL Securities Limited. Stephen also
provides consulting services to Me Today.
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Hannah Barrett
INDEPENDENT DIRECTOR
Appointed to the board, March 2020
Hannah has a Bachelor of Commerce degree, majoring in commercial
law and accounting, from Victoria University and is a qualified Chartered
Accountant. Hannah spent three years working at PricewaterhouseCoopers
in the Financial Advisory team working on assignments for global companies
as well as New Zealand based businesses and individuals. Hannah also runs
her own business specialising in digital consulting and marketing. Hannah
supports a number of charities and is an ambassador for Sweet Louise.
Richard Pearson
NON-EXECUTIVE DIRECTOR
Appointed to the board, November 2021
Richard has been Chairman of Wellington Electricity Distribution Network
Limited and its subsidiary companies since the organisation’s establishment
in 2008. He was also appointed Chairman of Enviro (NZ) Limited in 2013.
Prior to his current positions, Richard worked for Hutchison Whampoa Group
(now known as CK Hutchison Holdings) from 1975 to 2007, holding various
senior roles in Hutchison Port Holdings Group, including Managing Director –
Europe Division from 2005 to 2007, President of ECT Rotterdam from 2002 to
2004, as well as Managing Director of Hongkong International Terminals Ltd
from 1996 to 1998. Richard holds a Bachelor’s degree in Commerce. Richard
is not considered to be an independent director under the NZX listing rules
due to an association with the trustees of the TW Jarvis (No. 1) Trust, the
company’s second largest shareholder.
Roger Gower
INDEPENDENT DIRECTOR
Appointed to the Board, July 2008
Roger has wide experience as a company executive, director and Chairman
in both public and private companies. He is currently Chairman of PrimePort
Timaru Limited and New Zealand Food Innovation Auckland Limited (the
Food Bowl). Roger is the Chief Executive of New Zealand’s Best Food &
Beverage Limited, a company affiliated with Douglas Pharmaceuticals
that has developed wellbeing products targeting the mother & baby and
aged care sectors under the Douglas Nutrition brand. Roger was Chairman
at Charlie’s juice company, which listed in 2005 and prior to that had a
corporate career in logistics and transportation. Roger has a BCom from the
University of Auckland, an MBA from Massey University and an MPhil from
the University of Cambridge.
Antony Vriens
INDEPENDENT DIRECTOR
Appointed to the board, March 2020
Antony is a seasoned executive with a career in health and financial
services corporations across New Zealand, Australia and Asia. He is
currently an Independent Director of the Turners Automotive Group, and
is the Chairman of DPL Insurance Limited (Turners’ insurance subsidiary).
Antony is a medical doctor by background and brings a strong interest in
wellness and nutrition, which is supported by his medical training. Antony
is also currently involved in new health technology initiatives to support
lifestyle change in the Asia region. In addition to his medical degree,
Antony holds an MBA from the University of Auckland, with a background
in international business and innovation.
Financial
Statements
FOR THE FIFTEEN MONTHS ENDED 30 JUNE 2022
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Financial Statements
Consolidated Statement of Comprehensive
Income
FOR THE FIFTEEN MONTHS ENDED 30 JUNE 2022
Note
15 mths ended
30 Jun 2022
NZ$000
12 mths ended
31 Mar 2021
NZ$000
Revenue before marketing services provided by a customer8,811 1,455
Less marketing services provided by a customer(538)(312)
Revenue58,273 1,143
Cost of sales(5,132)(463)
Selling and marketing expenses(3,729)(2,659)
Distribution expenses(610)(97)
Administrative and other operating expenses(5,489)(851)
Amortisation of customer relationship asset20(1,084)-
Finance income61373
Finance expenses6(641)(6)
Acquisition related costs29.1(368) -
Operating loss before one-off items and income tax6(8,767)(2,860)
Fair value loss on harvested honey15(1,724) -
Fair value loss on biological assets16(720) -
Restructuring costs(494) -
Write down of assets held for sale14(543) -
Impairment of goodwill19.1(9,120) -
Impairment of other intangible assets19.1(780) -
Loss before income tax(22,148)(2,860)
Income tax (expense)/benefit82,604 -
Loss for the period attributable to owners of the company6(19,544)(2,860)
Total comprehensive loss for the period attributable to
owners of the company
(19,544)(2,860)
Earnings (loss) per share:
Basic and diluted loss per share (NZ$)
9(0.029)(0.007)
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
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Consolidated Statement of Changes in Equity
FOR THE FIFTEEN MONTHS ENDED 30 JUNE 2022
Note
Share
capital
NZ$000
Share based
payments
reserve
NZ$000
Accumulated
losses
NZ$000
Total
equity
NZ$000
At 1 April 20209,350 - (5,027)4,323
Total comprehensive income
Loss attributable to owners of the
company
- - (2,860)(2,860)
Transactions with owners
Shares issued during the year234,500 - - 4,500
Less: share issue costs(181) - - (181)
Share options issued25 - 21 - 21
Other share based payments24 - 89 - 89
At 31 March 202113,669 110 (7,887)5,892
Total comprehensive income
Loss attributable to owners of the
company
- - (19,544)(19,544)
Transactions with owners
Shares issued during the period2328,733 (177) - 28,556
Less: share issue costs(975) - - (975)
Shares issued on acquisition of
subsidiaries
2910,000 - - 10,000
Share options issued25 - 30 - 30
Share options expired24(26)26 -
Other share based payments24 - 140 - 140
At 30 June 202251,427 77 (27,405)24,099
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
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Financial Statements
Consolidated Statement of Financial Position
AS AT 30 JUNE 2022
Note
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
ASSETS
Current assets
Cash and cash equivalents105,370 1,195
Short term deposits11 - 3,804
Trade and other receivables121,199 418
Inventory1316,793 934
Biological work in progress15698 -
Taxation receivable 35 23
24,095 6,374
Assets classified as held for sale141,063 -
Total current assets 25,158 6,374
Non-current assets
Biological assets161,598 -
Property, plant and equipment173,788 91
Right-of-use asset18.11,387 176
Goodwill19 - -
Customer relationship asset207,436 -
Other intangible assets2089 73
Total non-current assets 14,298 340
Total assets 39,456 6,714
LIABILITIES
Current liabilities
Trade and other payables211,766 629
Lease liabilities18.2316 79
Borrowings22942 -
Total current liabilities 3,024 708
Non-current liabilities
Lease liabilities18.21,041 114
Borrowings2211,292 -
Total non-current liabilities 12,333 114
Total liabilities 15,357 822
Net assets 24,099 5,892
EQUITY
Share capital2351,427 13,669
Share based payments reserve2477 110
Accumulated losses (27,405)(7,887)
Total equity 24,099 5,892
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
These financial statements were approved by the Board on 29 August 2022.
Michael Kerr
CEO
Grant Baker
Chairman
Signed on behalf
of the Board by:
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Consolidated Statement of Cash Flows
FOR THE FIFTEEN MONTHS ENDED 30 JUNE 2022
Note
15 mths ended
30 Jun 2022
NZ$000
12 mths ended
31 Mar 2021
NZ$000
Cash flows from operating activities
Receipts from customers8,270 1,384
Payments to suppliers and employees(19,849)(4,774)
Interest received13 69
Income tax paid(11)(13)
Net cash used in operating activities26(11,577)(3,334)
Cash flows from investing activities
Proceeds from/(investments in) short term deposits3,804 (3,800)
Acquisition of subsidiaries29.1(20,791) -
Acquisition related costs29.1(368) -
Payments for property, plant and equipment(327)(98)
Proceeds from sale of property, plant and equipment97 -
Payments for intangibles(23) (21)
Net cash used in investing activities(17,608)(3,919)
Cash flows from financing activities
Proceeds from issue of share capital 27,983 4,500
Share capital issue costs (474)(181)
Proceeds from bank borrowings278,500 -
Repayment of principal on borrowings27(1,466) -
Interest paid on borrowings27(379) -
Payment of lease liabilities27(742)(33)
Interest paid on lease liabilities27(62)(6)
Net cash flows from financing activities 33,360 4,280
Net (decrease)/increase in cash and cash equivalents4,175 (2,973)
Cash and cash equivalents at the beginning of the period1,195 4,168
Cash and cash equivalents at the end of the period105,370 1,195
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
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Financial Statements
Notes to the Consolidated Financial
Statements
FOR THE FIFTEEN MONTHS ENDED 30 JUNE 2022
1. GENERAL INFORMATION
Me Today Limited (‘the Company’) is a limited liability company incorporated and domiciled in New Zealand.
The Company has recently changed its annual reporting date to 30 June and, as a result of the change, these
consolidated financial statements are for the 15 months ended 30 June 2022. The comparative information is
for the 12 months ended 31 March 2021.
These financial statements are for Me Today Limited and its subsidiaries (together ‘the Group’). Details of
subsidiary companies and their principal activities are set out in note 28.
The Group produces, sells, and markets health and wellbeing products or act as an agent on behalf of other
health and wellbeing suppliers. With the acquisition of King Honey Limited (‘King Honey’) on 30 June 2021 the
Group also produces premium manuka honey.
2.1.Basis of measurement
The consolidated financial statements have been
prepared on a historical cost basis, except for
biological assets which are measured at fair value
less cost to sell. Historical cost is generally based on
the fair value of the consideration given in exchange
for goods and services.
The financial statements are presented in New
Zealand dollars which is the Company’s functional
and Group’s presentation currency, rounded to the
nearest thousand dollars unless otherwise stated.
2.2.Statement of compliance and
reporting framework
The consolidated financial statements have been
prepared in accordance Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’).
The Group is a for-profit entity for the purposes
of complying with NZ GAAP. The financial
statements comply with New Zealand equivalents
to International Financial Reporting Standards
(‘NZ IFRS’), and International Financial Reporting
Standards (‘IFRS’).
The Company is an FMC reporting entity under the
Financial Markets Conduct Act 2013. These financial
statements have been prepared in accordance with
the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules.
2. BASIS OF PREPARATION
3. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted are set out below. The consolidated financial statements have
been prepared using the same accounting policies and methods of computation detailed in the audited
consolidated financial statements for the year ended 31 March 2021, except for the new additional accounting
policies which have been implemented in response to the acquisition of King Honey.
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3.1. Principles of consolidation
The consolidated financial statements incorporate
the financial statements of the Company and
entities controlled by the Company. Control is
achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns
from its involvement with the investee; and
• has the ability to use its power to affect its
returns.
The Company reassesses whether or not it controls
an investee if facts and circumstances indicate
that there are changes to one or more of the three
elements of control listed above.
When necessary, adjustments are made to the
financial statements of subsidiaries to bring their
accounting policies into line with the Group’s
accounting policies.
All intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions
between members of the Group are eliminated in
full on consolidation.
3.2. Revenue recognition
Acquisitions of businesses are accounted for
using the acquisition method. The consideration
transferred in a business combination is measured
at fair value, which is calculated as the sum of the
acquisition-date fair values of the assets transferred
by the Group, liabilities incurred by the Group to
the former owners of the acquiree and the equity
interests issued by the Group in exchange for
control of the acquiree. Acquisition related costs are
generally recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets
acquired and the liabilities assumed are recognised
at their fair value at the acquisition date, except
that deferred tax assets or liabilities, and liabilities
related to employee benefit arrangements, are
recognised and measured in accordance with
NZ IAS 12 Income Taxes and NZ IAS 19 Employee
Benefits respectively.
Goodwill is measured as the excess of the sum of
the consideration transferred over the net of the
acquisition-date amounts of the identifiable assets
acquired and the liabilities assumed.
If the initial accounting for a business combination
is incomplete by the end of the reporting period in
which the combination occurs, the Group reports
provisional amounts for the items for which the
accounting is incomplete. Those provisional
amounts are adjusted during the measurement
period or additional assets or liabilities are
recognised, to reflect new information obtained
about facts and circumstances that existed as of
the acquisition date that, if known, would have
affected the amounts recognised as of that date.
Measurement period adjustments are adjustments
that arise from additional information obtained
during the ‘measurement period’ (which cannot
exceed one year from the acquisition date) about
facts and circumstances that existed at the
acquisition date.
3.3. Goodwill
Goodwill that arises on the acquisition of
subsidiaries and other business combinations is
measured at cost less accumulated impairment
losses.
Goodwill is not amortised but is reviewed for
impairment at least annually. For the purpose of
impairment testing, goodwill is allocated to each
of the Group’s cash-generating units (or groups of
cash-generating units) expected to benefit from the
synergies of the combination. Cash-generating units
to which goodwill has been allocated are tested
for impairment annually, or more frequently when
there is an indication that the unit may be impaired.
If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit,
the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro-rata
on the basis of the carrying amount of each asset in
the unit. An impairment loss recognised for goodwill
is not reversed in a subsequent period.
3.4. Revenue recognition
The Group recognises revenue from the following
major sources:
• sale of goods; and
• agency services.
Revenue is measured based on the consideration to
which the Group expects to be entitled in a contract
with a customer and excludes amounts collected on
behalf of third parties, such as goods and service
tax and customs duties.
3.4.1. Sale of goods
The Group sells goods such as health and wellbeing
products, and honey products. The Group considers
the performance obligation is satisfied when control
of the goods has transferred, being when the goods
have been delivered to the customer. Revenue
derived from the sale of goods is recognised at the
point in time the performance obligation is satisfied.
Marketing payments paid to a customer for the
purchase of health and wellbeing products, are
treated as a reduction in revenue.
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Financial Statements
3.4.2. Agency services
For revenues derived from agency services, where
the Group acts as a sales agent for other health
and wellness brands, the Group considers its
performance obligations are satisfied over time,
on the basis that agency services are provided
and consumed by the customer on a simultaneous
basis, and so will recognise the related revenue as
the performance obligation is satisfied. Revenue is
measured on an output method basis.
3.5. Income Tax
Income tax expense comprises both current and
deferred tax.
3.5.1. Current tax
The tax currently payable is based on taxable profit
for the period. Taxable profit differs from ‘profit
before tax’ as reported in the statement of profit
or loss and other comprehensive income because
of items of income or expense that are taxable or
deductible in other periods and items that are never
taxable or deductible. The Group’s current tax is
calculated using tax rates that have been enacted
or substantively enacted by the end of the reporting
period.
3.5.2. Deferred tax
Deferred tax is recognised on temporary differences
between the carrying amounts of assets and
liabilities in the financial statements and the
corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences
except for the initial recognition of goodwill and
the initial recognition of an asset or liability in a
transaction which is not a business combination
and at the time of the transaction affects neither
accounting or taxable profit. Deferred tax assets are
recognised for all deductible temporary differences
to the extent that it is probable that taxable profits
will be available against which those deductible
temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognised
if the temporary difference arises from the initial
recognition (other than in a business combination)
of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax liabilities and assets are measured
at the tax rates that are expected to apply in the
period in which the liability is settled or the asset
realised, based on tax rates (and tax laws) that
have been enacted or substantively enacted by the
end of the reporting period.
The measurement of deferred tax liabilities and
assets reflects the tax consequences that would
follow from the manner in which the Group expects,
at the end of the reporting period, to recover
or settle the carrying amount of its assets and
liabilities.
3.6. Goods and services tax
Revenue, expenses, assets and liabilities are
recognised net of the amount of goods and services
tax (GST) except:
• where the amount of GST incurred is not
recovered from the taxation authority, it is
recognised as part of the cost of acquisition of
an asset or as part of an item of expense; or
• for receivables and payables, which are
recognised inclusive of GST.
The net amount of GST recoverable or payable
to the taxation authority is included as part of
receivables or payables.
3.7. Inventories
Inventories are stated at the lower of cost and net
realisable value. Costs of inventories are determined
on a first-in-first-out basis. Net realisable value
represents the estimated selling price for inventories
less estimated costs of completion and costs
necessary to make the sale.
The deemed cost for the Group’s agricultural
produce (honey) inventory is fair value at harvest
less estimated point-of-sale costs. Fair value is
determined by reference to selling prices for honey.
Point-of-sale costs include all costs that would be
necessary to sell the assets.
3.8. Biological assets
Biological assets consist of bees (including queens).
Biological assets are measured at fair value less
point-of-sale costs, with any change therein
recognised in the profit or loss. Point-of-sale costs
include all costs that would be necessary to sell the
assets. The fair value of biological assets is assessed
on an annual basis post-harvest, which involves
reviewing the number of operational hives in use
and referencing market prices for hives.
3.9. Biological work in progress
Biological work in progress consists of unharvested
honey.
Biological assets are measured at fair value less
point-of-sale costs, with any change therein
recognised in the profit or loss. Point-of-sale costs
include all costs that would be necessary to sell the
assets.
The growth in the biological work in progress in
the period from harvest to 30 June 2022 cannot be
reliably measured at fair value due to the variables
in hive growth and honey production between
harvest and reporting date. Therefore, as required
me | today annual report
20
under NZ IAS 41: Agriculture, the cost of agricultural
activity (beekeeping costs) in the period to 30 June
2022 has been capitalised as biological work in
progress to account for this growth. Likewise, the
cost of agricultural activity incurred by the King
Honey Group in the pre-acquisition period from
the 2021 harvest to 30 June 2021, was capitalised
and recognised as the value of biological work in
progress at acquisition date (refer note 29.1).
Agricultural produce (honey) 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. The biological
work in progress is transferred to inventory as part
of this fair value recognition at each harvest, which
occurs at least annually. A fair value loss on honey
harvest was recognised in the loss for the period
(note 15).
3.10. Leasing
The Group assess whether a contract is or contains
a lease, at inception of the contract. The Group
recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements
in which it is the lessee, except for short-term leases
(defined as leases with a lease term of 12 months
or less) and lease of low value assets. For these
leases, the Group recognises the lease payments
as an operating expense on a straight-line basis
over the term of the lease unless another systematic
basis is more representative of the time pattern in
which economic benefit from the leased assets are
consumed.
The lease liability is initially measured at the present
value of the future lease payments, discounted
by using the rate implicit in the lease. If this rate
cannot be readily determined, the Group uses its
incremental borrowing rate. The lease liability is
measured at amortised cost using the using the
effective interest method. It is remeasured when
there is a change in future lease payments arising
from a change in an index or rate or if the Group
changes its assessment of whether it will exercise
a purchase, extension of termination option, with
a corresponding adjustment made to the carrying
value of the right-of-use asset.
The right-of-use assets comprise the initial
measurement of the corresponding lease
liability, lease payments made at or before the
commencement date and any initial direct costs.
They are subsequently measured at cost less
accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the
shorter period of lease term and the useful life of
the underlying asset. The depreciation starts at the
commencement date of the lease.
The Group applies NZ IAS 36: Impairment of
Assets to determine whether a right-of-use
asset is impaired and accounts for any identified
impairment loss as described in the ‘property, plant
and equipment’ policy.
3.11. Property, plant and
equipment
Property, plant and equipment are stated at cost
less accumulated depreciation and accumulated
impairment losses.
Depreciation is recognised so as to write off the
cost of assets less their residual values, over their
useful lives using the diminishing value method.
The estimated useful lives, residual values and
depreciation method are reviewed at the end
of each reporting period, with the effect of any
changes in estimate accounted for on a prospective
basis.
The following depreciation rates are used in the
calculation:
Plant, vehicles and equipment6% - 67%
Office equipment and furniture10% - 50%
Leasehold improvements6% - 25%
An item of property, plant and equipment is
derecognised upon disposal or when no future
economic benefits are expected to arise from
the continued use of the asset. Any gain or loss
arising on the disposal or retirement of an item of
property, plant and equipment is determined as
the difference between the sales proceeds and the
carrying amount of the asset and is recognised in
profit or loss.
3.12. Assets held for sale
Biological assets held for sale are measured at fair
value less costs to sell. Other non-current assets
classified as held for sale are measured at the lower
of carrying amount and fair value less costs to sell.
Non-current assets are classified as held for sale
if their carrying amount will be recovered through
a sale transaction rather than through continuing
use. This condition is regarded as met only when the
sale is highly probable and the asset is available for
immediate sale in its present condition. The Group
must be committed to the sale which should be
expected to qualify for recognition as a completed
sale within one year from the date of classification.
3.13. Intangible assets
Acquired intangible assets with finite useful lives
are carried at cost less accumulated amortisation
and accumulated impairment losses. Amortisation
is recognised on a straight-line basis over their
estimated useful lives. The estimated useful life
and amortisation method are reviewed at the
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21
Financial Statements
end of each reporting period, with the effect of
any changes in estimate being accounted for on a
prospective basis. Intangible assets with indefinite
useful lives that are acquired separately are carried
at cost less accumulated impairment losses.
The following amortisation rates are used in the
calculation:
Customer relationship12.5%
Website50%
Trademarks & domainsindefinite useful life
3.14. Financial instruments
Financial assets and financial liabilities are
recognised in the Consolidated Statement of
Financial Position when the Group becomes a party
to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of
financial assets and financial liabilities are added
to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on
initial recognition.
3.15. Financial assets
Financial assets are measured at amortised cost
on the basis that the Group’s business model for
managing financial assets and the contractual cash
flow characteristics of the financial assets. The
Group classifies its financial assets as at amortised
cost only if both of the following criteria are met:
• the asset is held within a business model whose
objective is to collect the contractual cash
flows: and
• the contractual terms give rise to cash flows
that are solely payments of principal and
interest.
Financial assets at amortised costs
The Group holds receivables with the objective to
collect the contractual cash flows, the cash flows
are solely payments of principal and interest, and
therefore measures them subsequently at amortised
cost using the effective interest method, less
impairment provisions.
The Group’s financial assets at amortised cost
include cash and cash equivalents, short term
deposits and trade receivables. Cash and cash
equivalents include cash in hand and deposits held
at call with banks.
Interest income
Interest income is accrued on a time basis, by
reference to the principal outstanding and at the
effective interest rate applicable, which is the
rate that exactly discounts estimated future cash
receipts through the expected life of the financial
asset to that asset’s net carrying amount on initial
recognition.
Impairment of financial assets at amortised cost
The Group recognises a loss allowance for expected
credit losses on trade receivables. The amount of
expected credit losses is updated at each reporting
date to reflect changes in credit risk since initial
recognition of the respective financial instrument.
The Group recognises lifetime expected credit
losses for trade receivables. The expected credit
losses on these financial assets are estimated using
a provision matrix based on the Group’s historical
credit loss experience, adjusted for factors that
are specific to the debtors, general economic
conditions and an assessment of both the current
as well as the forecast direction of conditions at the
reporting date, including time value of money where
appropriate.
3.16. Financial liabilities
Other financial liabilities
Other financial liabilities (including trade, other
payables and borrowings) are subsequently
measured at amortised cost using the effective
interest method. The effective interest method is
a method of calculating the amortised cost of a
financial liability and of allocating interest expense
over the relevant period. The effective interest
rate is the rate that exactly discounts estimated
future cash payments (including all fees and points
paid or received that form an integral part of the
effective interest rate, transaction costs and other
premiums or discounts) through the expected life
of the financial liability, or (where appropriate) a
shorter period, to the net carrying amount on initial
recognition.which the estimate is revised if the
revision affects only that period, or in the period of
the revision and future periods if the revision affects
both current and future periods. Below are the
critical accounting judgements.
3.17.Segment reporting
Operating segments are reported in a manner
consistent with the internal reporting provided
to the chief operating decision maker. The chief
operating decision maker, who is responsible for
allocating resources and assessing performance of
the operating segments, has been identified as the
Board of Directors.
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22
3.18. Foreign currency translation
Foreign currency transactions are translated into
the functional currency using the exchange rates
prevailing at the dates of the transactions.
At the end of each reporting period, monetary items
denominated in foreign currencies are retranslated
at the rates prevailing at that date. Non-monetary
items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences on monetary items are
recognised in the profit or loss in the period in which
they arise.
For the purpose of presenting consolidated financial
statements, the assets and liabilities of the Group’s
foreign operations are translated at exchange
rates prevailing on the reporting date. Income
and expense items are translated at the average
exchange rates for the period, unless exchange
rates fluctuate significantly during that period,
in which case the exchange rates at the date of
transactions are used. Exchange differences arising,
if any, are recognised in other comprehensive
income and accumulated in a foreign exchange
translation reserve.
3.19. Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of
new shares are shown in equity as a deduction, net
of tax, from the proceeds.
3.20. Share based payment
transactions
For equity-settled share-based payments where
the goods or services acquired from non-employees
can be measured reliably, then the goods or
services are measured directly at their fair value.
If goods or services cannot be measured reliably,
or for transactions with employees, the goods or
services are measured indirectly, i.e. with reference
to the fair value of equity instruments granted.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed
on a straight-line basis over the vesting period,
based on the Group’s estimate of equity instruments
that will eventually vest, with a corresponding
increase in equity.
At the end of each reporting period, the Group
revises its estimate of the number of equity
instruments expected to vest. The impact of
the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative
expense reflects the revised estimate, with a
corresponding adjustment to the share-based
payments reserve.
3.21. Borrowing costs
Borrowing costs are capitalised, net of interest
received on cash drawn down yet to be expended
when they are directly attributable to the
acquisition, contribution or production of an asset
that necessarily takes a substantial period of time to
get ready for its intended use or sale.
3.22.Application of new and
revised International Financial
Reporting Standards
The Group has not early adopted any standards,
interpretations or amendments that have been
issued but are not yet effective. Early adoption
of these new standards, interpretations or
amendments would not have had a material impact
on the financial result or financial position of the
Group.
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23
Financial Statements
4.1. Impact of COVID-19
The international and domestic impact of the
COVID-19 pandemic, the extended lockdown
and other restrictions in Auckland and the rest of
New Zealand since 17 August 2021, and the recent
lockdowns in China, have impacted the Group’s
performance during the period. While the Group
has continued to make significant progress, the
restrictions on retail during lockdown and other
restrictions and the lack of tourists to New Zealand
have reduced domestic sales, and the ongoing
closure of New Zealand’s borders have slowed the
Group’s ability to develop international markets and
interact with existing customers.
King Honey’s most important customer relationship
currently is the partnership relating to the Bee+
brand. This brand is well established in the
Chinese market with an extensive reach created
by the brand principal and distribution partner.
The impact of the COVID-19 pandemic in China,
including lockdowns, has impacted on the volume
of sales through this distribution partner, which
have been significantly lower than expected (refer
note 19.1). The reduced level of sales through this
distribution partner has been a key consideration
in the Group’s decision to downsize its beekeeping
operations. The financial impact of the downsizing,
the assessed impairment in goodwill (refer note
19) and the requirements during the period for
additional working capital, are all linked to this
underperformance of Bee+ distribution in the
Chinese market.
The COVID-19 pandemic has not had a material
impact on trade receivables.
4.2. Going concern
The consolidated financial statements have been
prepared on a going concern basis, which assumes
that the Group has the intention and ability to
continue its operations for the foreseeable future.
The Group incurred an after-tax loss of $19.54
million in the 15 months to 30 June 2022 (12 months
to 31 March 2021: $2.86 million loss). The Group’s net
cash outflows from operating activities during the
15 months was $11.7 million (12 months to 31 March
2021: $3.3 million).
During the period, to meet operational and working
capital funding requirements, the Company
undertook a capital raise of $6 million in March
2022 and a further capital raise of $6.75 million in
June 2022.
At the reporting date the Group had cash of $5.4
million (2021: $1.2 million), working capital of $22.1
million (2021: $5.7 million) and net assets of $24.1
million (2021: $5.9 million). The Group had bank
loans of $7.3 million (2021: nil) and $5.2 million was
payable to the previous owners of King Honey under
a subordinated note (2021: nil).
The considered view of the Board is that, after
making due enquiries and considering relevant
factors, there is a reasonable expectation that the
Group will have access to adequate resources and
commitments from its borrowers, that will enable it
to meet its financial obligations for the foreseeable
future.
For this reason, the Board considers the adoption
of the going concern basis in preparing the
consolidated financial statements for the 15 months
ended 30 June 2022 to be appropriate. The Board
has reached this conclusion having regard to
circumstances which it considers likely to affect the
Group during the period of at least one year from
the date of approval of these consolidated financial
statements, and to circumstances which it considers
will occur after that date which will affect the
validity of the going concern basis.
The Directors are satisfied, based on their review
of the Group’s current financial forecasts, that,
during the 12 months after the date of signing
these consolidated financial statements, there
will be adequate cash flows available to meet the
financial obligations of the Group as they arise.
This consideration is made with reference to the
following events:
Following the reporting date, the Company raised
a further $0.75 million through the issue of ordinary
shares on 6 July 2022.
The Group’s banker, Bank of New Zealand, has
confirmed that it will keep the Group’s existing bank
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In the application of the Group’s accounting policies, which are described in note 3, the directors of the Group
are required to make judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual results may differ
from these estimates.
The 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 if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods. Below
are the critical accounting judgements.
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24
facilities in place (refer note 22) subject to further
review no later than 31 August 2023 in conjunction
with the FY23 audited financial statements and
FY24 budget. Facilities will remain on an interest
only basis until 31 August 2023. The requirement for
an amortisation programme will be considered at
that time in conjunction with the FY24 budget. The
bank also confirmed covenant requirements were
amended to extend the suspension of earnings
related covenants until 31 August 2023 at which
stage the covenants will be aligned with the FY24
budget.
The Group currently has available overdraft
facilities of $5 million to support seasonal operating
cash flows.
Strong commercial relationships are developing
with new customers. Me Today continues to expand
internationally with Me Today now available in New
Zealand, Australia, Japan, Ireland, and the United
Kingdom. The SuperLife brand has now launched
within both New Zealand and international
markets.
4.3. Deferred tax
Judgement is exercised in determining the timing
and extent of recognition of the benefit of tax
losses. The benefit of tax losses can be recognised
as an asset if its recovery is ‘probable’ (more likely
than not). In the absence of any track record of
profitability, convincing evidence is needed of how
the losses will be recovered in the future, before
any deferred tax asset is recognised. At 30 June
2022 the Group has recognised the benefit in
respect of the tax losses generated to the extent
they offset a deferred tax liability (refer note 8).
4.4. Accounting for leases
Judgement is required in determining whether it is
reasonably certain that an extension option will be
exercised. The Group considers all relevant factors
that create an economic incentive for it to exercise
the extension. After the commencement date,
the Group reassesses the lease term if there is a
significant event or change in circumstances that is
within its control and affects its ability to exercise or
not to exercise the option to extend (refer notes 3.1
and 18).
The Group has included the extension period as
part of those premises leases where it is reasonably
certain an extension option will be exercised.
4.5. Impairment of goodwill
Cash-generating units to which goodwill has been
allocated are tested for impairment annually, or
more frequently when there is an indication that the
unit may be impaired. The Board has undertaken
value in use impairment testing and reviewed
sensitivity analysis relating to the carrying value of
the goodwill. Judgement is required in determining
the extent to which there has been an impairment in
goodwill (refer note 19.1).
4.6. Fair value of biological
assets
Biological assets are measured at fair value less
point-of-sale costs. The fair value of biological
assets is assessed on an annual basis post-harvest,
which involves reviewing the number of operational
hives in use and referencing market prices for hives.
Judgement is required to determine the fair value of
hives (refer note 16).
4.7. Fair value of biological work
in progress
Biological assets are measured at fair value less
point-of-sale costs. The growth in the biological
work in progress in the period from harvest to 30
June 2022 cannot be reliably measured at fair value
due to the variables in hive growth and honey
production between harvest and reporting date.
Therefore, as required under NZ IAS 41: Agriculture,
the cost of agricultural activity (beekeeping costs)
in the period to 30 June 2022 has been capitalised
as biological work in progress to account for this
growth (refer note 15).
4.8. Fair value of inventory at
harvest
The deemed cost for the Group’s agricultural
produce (honey) inventory is fair value at harvest
less estimated point-of-sale costs. Fair value is
determined by reference to market prices for honey.
Judgement is required to determine the market price
of the honey at harvest based upon each drum’s
tested chemical markers (refer note 15).
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Financial Statements
5. REVENUE
15 mths ended
30 Jun 2022
NZ$000
12 mths ended
31 Mar 2021
NZ$000
Revenue from sale of health and wellbeing products before
marketing services provided by customers
3,260 932
Less marketing services provided by customers(538)(312)
Revenue from sale of health and wellbeing products2,722 620
Revenue from sale of honey products5,022 -
Revenue from agency services529 523
Total revenue8,273 1,143
The details above disaggregate the Group’s revenue from contracts with customers into primary markets, and
major product and service lines.
$431,000 of the Group’s revenue was generated in Europe (2021: nil). All other revenue was generated in New
Zealand. Revenue is allocated geographically based upon jurisdiction in which the revenue is recognised for
taxation purposes.
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6. EXPENSES
The loss for the year includes the following expenses.
Note
15 mths ended
30 Jun 2022
NZ$000
12 mths ended
31 Mar 2021
NZ$000
Salaries(7,898)(1,212)
Employer kiwisaver contributions(163)(30)
Directors' fees(538)(329)
Accounting and consulting(125)(106)
Shareholder expenses(90)(88)
Depreciation and amortisations:
Depreciation of property, plant and equipment(986)(30)
Depreciation of right of use assets(695)(50)
Amortisation of customer relationship asset(1,084) -
Amortisation of other intangible assets(7)(10)
(2,772)(91)
Depreciation and amortisation are allocated as follows:
Capitalised to biological WIP647 -
Included in the operating loss(2,125)(91)
Finance expenses:
Interest on lease liabilities(62)(6)
Interest on borrowings(579) -
(641)(6)
Auditor's remuneration:
For the current year audit(106)(57)
For the prior year audit(1) -
For tax advice and returns(9)(12)
For general accounting advice(5)(5)
Total auditor's remuneration(121)(74)
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27
Financial Statements
7. SEGMENT INFORMATION
The Group produces, sells, and markets health and wellbeing products (‘sale of goods’ segment) or acts as an
agent on behalf of other health and wellbeing suppliers (‘agency services’ segment). With the acquisition of
King Honey Limited (‘King Honey’) on 30 June 2021 the Group also produces and sells premium manuka honey
(‘honey’ segment).
15 months to 30 June 202212 months to 31 March 2021
Sale of
goods
NZ$000
Agency
services
NZ$000
Honey
NZ$000
Other /
unallocated
NZ$000
Total
NZ$000
Sale of
goods
NZ$000
Agency
services
NZ$000
Honey
NZ$000
Other /
unallocated
NZ$000
Total
NZ$000
Revenue before
marketing
services provided
by a customer
3,260529 5,022 -8,811932 523 - - 1,455
Less marketing
services provided
by a customer
(538) - - -(538)(312) - - -(312)
Total external
revenue
2,7225295,022-8,273620523 - -1,143
Total
inter-segment
revenue
- - - - - - - - - -
Total EBITDA(1,913)(310)(1,881)(1,548)(5,652)(1,764)(91)-(982)(2,837)
Finance income--61319 - - - 7373
Finance expenses--(633)(8)(641)---(6)(6)
Amortisation
of customer
relationship asset
--(1,084)-(1,084)-- - --
Depreciation and
amortisation
(20)(8)(889)(124)(1,041)(21)(8)-(61)(90)
Acquisition
expenses
- - - (368)(368) - - - - -
Fair value loss on
harvested honey
--(1,724)-(1,724)-----
Fair value loss on
biological assets
--(720)-(720)-----
Restructuring costs--(494)-(494)-----
Write down of
assets held for sale
--(543)-(543)-----
Impairment of
goodwill
--(9,120)-(9,120)-----
Impairment
of customer
relationship asset
--(780)-(780)-----
Net loss before
taxation
(1,933)(318)(17,862)(2,035)(22,148)(1,785)(99)-(976)(2,860)
Income tax benefit--2,604-2,604-----
Net loss for the
year
(1,933)(318)(15,258)(2,035)(19,544)(1,785)(99)-(976)(2,860)
30 June 2022 31 March 2021
Sale of
goods
NZ$000
Agency
services
NZ$000
Honey
NZ$000
Other /
unallocated
NZ$000
Total
NZ$000
Sale of
goods
NZ$000
Agency
services
NZ$000
Honey
NZ$000
Other /
unallocated
NZ$000
Total
NZ$000
Segment assets2,25514731,5905,46439,4561,319128-5,2676,714
Segment liabilities3964314,47144715,3573,974(1,652)-(1,500)822
me | today annual report
28
The Group has identified its operating segments based on the internal reports reviewed and used by the Chief
Operating Decision Maker (‘CODM’), being the Board of Directors, in assessing the Group’s performance and
in determining the allocation of resources.
Unallocated operating expenses include head office costs and costs related to the NZX listing.
Significantly all operations are carried out in New Zealand.
7.1. Information about major customers
For the 15 months ended 30 June 2022 there were 2 customers who individually accounted for more than 10% of
the Group’s total sales (12 months to 31 March 2021: 3 customers). Sales to these customers were $2,011,161 and
$1,852,980 (2021: $474,923, $315,203 and $116,557). These customers purchased goods or agency services.
8. TAXATION
8.1. Income tax recognised in profit or loss
The analysis of the income tax expense is as follows:
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Current income tax
Current income tax charge - -
Deferred tax(2,604) -
Total income tax expense/(benefit) (2,604)194
8.2. Reconciliation of income tax expense
The charge for the year can be reconciled to the loss before income tax as follows:
15 mths ended
30 Jun 2022
NZ$000
12 mths ended
31 Mar 2021
NZ$000
Loss before income tax(22,148)(2,860)
Current year tax at the tax rate of 28% (2021: 28%)(6,201)(801)
Non-deductible expenses2,868 3
Timing differences - 7
Current tax losses not recognised729 791
Income tax expense/(benefit)(2,604) -
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29
Financial Statements
8.3. Deferred tax
Opening
balance
NZ$000
Recognised
in loss
NZ$000
Acquisition of
subsidiaries
NZ$000
Closing
balance
NZ$000
30 June 2022
Deferred tax assets/(liabilities) in relation to:
Customer relationship asset- 522 (2,604) (2,082)
Inventory fair value adjustments at acquisition- (14)1,486 1,472
Fair value loss on harvested honey- 483 - 483
Write down of assets held for sale- 152 - 152
Other13 54 79 146
Deferred tax assets not recognised (13) (675) (1,565) (2,253)
Tax losses offset against deferred tax liability- 2,082 - 2,082
- 2,604 (2,604)-
31 March 2021
Deferred tax assets/(liabilities) in relation to:
Other6 7 - 13
Deferred tax asset not recognised (6) (7)- (13)
----
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Tax losses
Tax losses for which no deferred tax asset has been recognised14,735 3,454
Potential tax benefit @ 28%4,126 967
The Group did not recognise deferred income tax assets in relation to the losses disclosed above except to the
extent they offset the deferred tax liability. The losses can be carried forward against future income subject
to meeting the requirements of income tax legislation including those relating to shareholder continuity and
business continuity.
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9. EARNINGS PER SHARE
15 mths ended
30 Jun 2022
12 mths ended
31 Mar 2021
Basic and diluted earnings/(loss) per share (NZ$)(0.029)(0.007)
The losses and weighted average number of ordinary shares
used in the calculation of loss per share are as follows:
Loss from continuing operations (NZ$000)(19,544)(2,860)
Weighted average number of ordinary shares used in the
calculation of basic and diluted earnings per share ('000)
664,695 398,961
At 30 June 2022, there were no financial instruments that carried any shareholder dilution rights that were
considered to be dilutive (2021: none). The 1,000,000 share options on issue were not considered to be dilutive
due to the Group’s loss (2021: 3,000,000) (note 25).
10. CASH AND CASH EQUIVALENTS
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Cash at bank and on hand5,370 1,195
5,370 1,195
The carrying amount for cash and cash equivalents equals the fair value. Cash balances are on call and earn
no interest.
11.SHORT TERM DEPOSITS
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Short term deposits-3,804
-3,804
Short term deposits are held by the Group’s bank and are generally for a term of 180 days. The carrying
amount for short term deposits equals their fair value. The average interest rate of deposits at 31 March 2021
was 1.0%.
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Financial Statements
12. TRADE AND OTHER RECEIVABLES
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Trade receivables913 218
Other receivables5 -
GST receivable112 56
Prepayments169 144
Total trade and other receivables1,199 418
There has been no expected credit loss impairment to profit or loss in the period (2021: none).
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Allowance for expected credit losses--
The Group’s receivables aging is as follows:
NZ$000Current
Less than 30
days past due
30 to 60 days
past due
More than 60
days past dueTotal
30 June 2022
Trade receivables736 87 23 67 913
Loss allowance - - - - -
31 March 2021
Trade receivables218 - - - 218
Loss allowance - - - - -
The standard credit period on sales of goods is 30 or 60 days on the provision of the sale of goods or
rendering of agency services.
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality
of the trade receivable from the date credit was initially granted up to the end of the reporting period. The
Group has 2 main customers who are both assessed as creditworthy. The Group maintains close working
relationships with these customers. The Group does not hold any collateral over these balances.
The Group determines the expected credit losses on receivables by using a provision matrix, estimated based
on historical credit loss experience based on the past due status of the debtors, adjusted as appropriate to
reflect current conditions and estimates of future economic conditions.
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13. INVENTORIES
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Raw materials13,069-
Finished goods3,119647
Packaging materials605287
16,793934
No inventory was written off to profit and loss in the period (2021: $79,657). Inventory expensed in the period
was $4,899,517 (2021: $541,543).
14. ASSETS HELD FOR SALE
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Property, plant and equipment450-
Biological assets613-
1,063 -
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Balance at 1 April- -
Reclassified from property, plant & equipment:-
- cost744 -
- accumulated depreciation (104)-
Write down of assets held for sale (190)-
Net book value reclassified from property, plant & equipment450 -
Reclassified from biological assets965 -
Write down of assets held for sale (352)-
Net book value reclassified from biological assets613 -
Balance at reporting date1,063 -
The Board has decided to downsize its beekeeping operations. As part of this restructure, the Group is
planning to sell approximately 3,650 hives and 2,300 nucs. These hives and nucs have been classified as
assets held for sale and measured at their fair value which is their anticipated sales price.
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Financial Statements
15. BIOLOGICAL WORK IN PROGRESS
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
As at 1 April- -
Acquisition of subsidiaries1,437-
Current period beekeeping costs7,239-
Fair value loss on harvested honey(1,724)-
Honey recognised as inventory on harvest(6,952)-
Beekeeping costs related to next harvest698-
As at reporting date698-
16. BIOLOGICAL ASSETS
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Bees:
At 1 April--
Acquisition of subsidiaries3,283-
Reclassified to assets held for sale (note 14) (965)-
Fair value loss on biological assets (720)-
Balance at reporting date1,598 -
The bees biological assets consist of hives and nucs.
30 Jun 2022
number of
31 Mar 2021
number of
Hives:
At 1 April --
Acquisition of subsidiaries 15,595-
Reduction in operational hives (2,995)-
Hives classified as assets held for sale (note 14) (3,650)-
Hives included in biological assets at reporting date 8,950-
30 Jun 2022
number of
31 Mar 2021
number of
Nucleus colonies (Nucs):
At 1 April --
Acquisition of subsidiaries3,660-
Reduction in operational nucs(1,360)-
Nucs classified as assets held for sale (note 14)(2,300)-
Nucs included in biological assets at reporting date--
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The Group is exposed to some 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 beekeepers, the intensive maintenance of beehives 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).
The Group has valued the biological assets based on market sales price information and the Group’s own
sales of hives. The fair value per hive is $179 (2021: n/a).
17. PROPERTY, PLANT AND EQUIPMENT
Plant &
equipment
NZ$000
Vehicles
NZ$000
Office equipment
& furniture
NZ$000
Leasehold
improvements
NZ$000
Total
NZ$000
Cost:
At 1 April 202010-28-38
Additions--673198
Disposals----
At 31 March 202110-9531136
Additions81208371327
Acquisition of subsidiaries3,731968623355,096
Transferred to assets held for sale (406) (338)-- (744)
Disposals (2) (133)-- (135)
At 30 June 20223,414 705 1943674,680
Accumulated depreciation:
At 1 April 2020(2)- (13)- (15)
Depreciation expense (2)- (22) (6) (30)
At 31 March 2021 (4)- (35) (6) (45)
Depreciation expense (660) (210) (68) (48) (986)
Transferred to assets held for sale104---104
Disposals-35--35
At 30 June 2022 (560) (175) (103) (54)(892)
Carrying Amount:
At 30 June 20222,854530913133,788
At 31 March 20216-602591
At 1 April 20208-15-23
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Financial Statements
18. RIGHT-OF-USE ASSET
18.1.Right-of-use asset
The Group leases warehouse and administration premises, and land used for hive placements.
Premises
NZ$000
Hive
placements
NZ$000
Total
NZ$000
Cost:
At 1 April 2020---
Additions226-226
At 31 March 2021226-226
Additions296313609
Acquisition of subsidiaries9341,0712,005
Lease modifications * (82) (626) (708)
At 30 June 20221,3747582,132
Accumulated amortisation:
At 1 April 2020---
Depreciation expense (50)- (50)
At 31 March 2021 (50)- (50)
Depreciation expense (371) (324) (695)
At 30 June 2022 (421) (324) (745)
Carrying Amount:
At 30 June 20229534341,387
At 31 March 2021176-176
At 1 April 2020---
* Lease modifications – the Group has reassessed the likely period of renewal of leases impacted by the
Board’s decision to downsize its beekeeping operations and adjusted the related right-of-use assets and lease
liabilities accordingly.
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18.2.Lease liability
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Maturity analysis - contractual undiscounted cash flows
Up to one year38186
One to two years52688
Two to five years49229
More than five years77 -
Total undiscounted lease liabilities at period end1,476203
Lease liabilities included in the Consolidated Statement of Financial Position at reporting date
Current31679
Non-current1,041114
1,357193
At the reporting date the Group had 8 property leases with an average remaining term of 3.75 years (2021: 2.1
years). The Group also had 25 land access leases with an average remaining term of 0.75 years (2021: nil).
The average IBR rate is 3.63% (2021: 4.5%).
Short term lease expenses included in operating loss were $1,122,000 (2021: $nil).
As at 30 June 2022, potential future cash outflows of $181,000 (undiscounted) relating to a two year right of
renewal of its lease for premises, have not been included in the lease liability because it is not reasonably
certain that the Group will extend the lease (2021: $181,000).
19. GOODWILL
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Cost:
Balance at 1 April - -
Recognised on acquisition of subsidiary (note 20)9,120 -
Balance at reporting date9,120 -
Accumulated impairment losses:
Balance at 1 April - -
Impairment losses for the period(9,120) -
Balance at reporting date(9,120) -
Carrying amount - -
The goodwill relates to expected synergies, and the capability and expertise developed within the acquired
business.
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Financial Statements
19.1. Impairment testing for cash-generating units containing goodwill
and the customer relationship asset
For the purpose of impairment testing, goodwill (note 19) and the customer relationship asset (note 20) are
allocated to the Group’s cash generating units (‘CGUs’) which represent the lowest level within the Group at
which the goodwill is monitored for internal management purposes. All goodwill and the customer relationship
asset are currently allocated to the Honey segment.
Given the underperformance of the Bee+ brand distribution channel, the Board undertook a value in use
impairment test at 31 March 2022 and reviewed sensitivity analysis relating to the carrying value of the
goodwill and the customer relationship asset.
The Group has considered the future cash flows arising out of the sale of Manuka Honey through the Honey
segment. As a result of the completion of discounted cashflow modelling at 31 March 2022 the Board has
assessed the value of the Honey CGU as $29.0 million and has concluded that it is appropriate for the Group to
recognise the following impairments in value in the goodwill and the customer relationship asset arising from
the King Honey acquisition:
30 Jun 2022
NZ$000
Impairment losses:
Impairment of goodwill (note 19)(9,120)
Impairment of customer relationship asset (note 20)(780)
(9,900)
Value in use was determined by discounting the future cash flows generated from the continuing use of the
CGU and were based on the following key assumptions:
Anticipated annual revenue growth included in the cash flow projections for
the years 2023 to 2027
26% - 39%
Pre-tax discount rate16.5%
Terminal growth rate3%
Cash flows were projected on actual operating results, the 12-month budget, multi-year forecasts and
business plan.
The discount rate selected reflects the level of uncertainty in relation to the future sales through the Bee+
distribution channel.
The growth rate applied in years 2027-2032 (years 5 to 10 in the model) to revenue is 3% and to costs is 2-3%.
These rates reflect the long-term growth rates of the markets in which the revenues are earned and the costs
expended. These years have been included in the calculation to forecast a tax outflow in the terminal year
where the terminal value has been derived, as existing tax losses in early years are expected to be utilised
against taxable profits in earlier years.
At 30 June 2022, management has concluded that there were no indicators of impairment in relation to the
Group’s customer relationship asset.
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20. OTHER INTANGIBLE ASSETS
Customer
relationship
NZ$000
Website
NZ$000
Trademarks
& domains
NZ$000
Total
NZ$000
Cost:
At 1 April 2020- 26 4066
Additions- - 2121
At 31 March 2021- 26 6187
Additions- - 2323
Acquisition of subsidiaries (note 29.1)9,300 - -9,300
At 30 June 20229,300 26 849,410
Accumulated amortisation:
At 1 April 2020- (4)- (4)
Amortisation expense- (10)- (10)
At 31 March 2021- (14)- (14)
Amortisation expense (1,084) (7)- (1,091)
Impairment of intangibles asset (note 19.1) (780)- - (780)
At 30 June 2022 (1,864) (21)- (1,885)
Carrying Amount:
At 30 June 20227,436 5 847,525
At 31 March 2021- 12 6173
At 1 April 2020- 22 4062
21. TRADE AND OTHER PAYABLES
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Trade payables482 183
Accruals626 385
Other payables658 61
1,766 629
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Financial Statements
22. BORROWINGS
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Banks loans7,034 -
Subordinated note5,200 -
12,234 -
Current942 -
Non-current11,292 -
12,234 -
The Group has two bank loans from the Bank of New Zealand. A customised average rate loan facility (CARL) of
$3,015,980 (31 March 2021: $nil) and a fixed rate loan of $4,286,125 (31 March 2021: $nil). The loans were taken
out on 30 June 2021 and are for five years, ending 29 June 2026. The loans are secured over all property of Me
Today Manuka Honey Limited, the parent company of King Honey Limited and a subsidiary of Me Today Limited.
The CARL facility monthly repayments consist of a fixed principal repayment plus interest based on a floating
rate that is adjusted monthly. The average interest on the CARL facility rate during the reporting period was
3.91%. Interest on the fixed rate loan is fixed at 2.51% and the loan is repaid by 60 monthly instalments over the
term of the loan.
The Group has a 6 month repayment holiday from June 2022 to November 2022. Subsequent to the reporting
date, the bank has provided an additional repayment holiday through to 31 August 2023. As this was not in
place at the reporting date it is not reflected in the Consolidated Statement of Financial Position classification at
30 June 2022.
The bank has agreed to continue its suspension of earnings related covenants until 31 August 2023 at which
stage covenants will be re-assessed in line with the FY24 budget. The Group was compliant with applicable
covenants at 30 June 2022.
Under the terms of the sale and purchase agreement for the acquisition of King Honey it was agreed that
$5,000,000 of the purchase price would be left payable to the vendors as a subordinated note (refer note 29.1).
The subordinated loan is repayable in three years from the acquisition date of 30 June 2021 with interest of 4%
payable annually in arrears. The note is secured over all property of Me Today Manuka Honey Limited. This
security interested ranks behind any security interest in favour of the Bank of New Zealand pursuant to the bank
loan agreements noted above, but ahead of any other indebtedness of Me Today Manuka Honey Limited.
23. SHARE CAPITAL
30 Jun 202231 Mar 2021
Voting ordinary
shares
‘000
Non-voting
ordinary shares
‘000
Voting ordinary
shares
‘000
Number of ordinary shares:
Ordinary shares as at 1 April412,278 - 1,824,550
Share consolidation - - (1,459,640)
Issue of shares as settlement of purchase price113,636 - -
Ordinary shares issued during the period924,903 - 47,368
Ordinary shares reclassified as non-voting(287,086)287,086 -
Share buy back and cancellation(34) - -
Ordinary shares as at reporting date1,163,697 287,086 412,278
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On 14 June 2021 the Company issued 809,074 fully paid ordinary shares in the favour of BB Promotions Limited,
Sarah Walker and independent directors. Shares issued to BB Promotions Limited and Sarah Walker are in
accordance with the terms of the relevant agreements for promotional services.
On 29 June 2021 Me Today issued 178,977,270 fully paid ordinary shares under a wholesale and retail share
offer to part fund the purchase of King Honey.
On 29 June 2021 a further 765,356 fully paid ordinary shares were issued in favour of BB Promotions Limited,
Sarah Walker and independent directors.
On 30 June 2021 Me Today issued 113,636,364 fully paid ordinary shares to the vendors as part consideration
for the acquisition of King Honey (refer note 29.1).
On 14 September 2021 the company bought back shares held in parcel sizes of less than 1,000 shares. The
total number of shares acquired and cancelled were 34,414 from 1,302 shareholders.
On 22 March 2022 the Company issued 42,613,636 fully paid ordinary shares to MTL Securities Limited and
25,568,182 fully paid ordinary shares to the trustees of TW Jarvis (No. 1) Trust for $6 million.
On 30 May 2022 the Company issued a further 1,571,168 fully paid ordinary shares in the favour of BB
Promotions Limited, Sarah Walker and independent directors.
On 29 June the Company issued 674,598,811 for $6.75 million. Contemporaneously to this share issue, the
Company agreed with MTL Securities Limited (refer note 31) to reclassify 287,086,206 of its quoted shares held
by MTL Securities Limited, as non-voting shares to ensure compliance with the takeovers code. The non-voting
shares have the same rights as ordinary shares, except the right to vote at meetings of Me Today Limited
shareholders. The non-voting shares may be reclassified as quoted ordinary shares by notice in writing by the
holder (MTL Securities Limited) to the Company.
All voting ordinary shares on issue are fully paid and rank equally with one vote attached to each share.
All non-voting ordinary shares are fully paid.
24. SHARE BASED PAYMENTS RESERVE
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Balance as at 1 April110 -
Share options granted (refer note 25)30 21
Share options expired(26) -
Share based payments for promotional services140 89
Shares issued in period(177) -
Balance at reporting date77 110
The Group has entered into two Ambassador Agreements for the provision of promotional services. A portion
of the consideration payable for the promotional services will be settled by the issue of shares. For one
ambassador, who is a related party, shares will be issued twice yearly with a total of 1,244,444 ordinary shares
to be issued each year at an issue price of $0.09 per share. 1,111,111 shares are to be issued annually under an
agreement with a three-year term. For the other ambassador 133,333 shares are to be issued annually under
an agreement with a two-year term.
All share based payments were included in promotional expenses.
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Financial Statements
25. SHARE OPTIONS
At 30 June 2022 BB Promotions Limited, a related party to the Group (refer note 31), held options on 1,000,000
ordinary shares of the Company (31 March 2021: 3,000,000). Each option coverts into one ordinary share of
the Company on exercise. No amounts are paid or payable by BB Promotions Limited on receipt of the options.
The options carry no rights to dividends and no voting rights. Options may be exercised at any time from the
date of vesting to the date of their expiry.
30 Jun 2022 30 Jun 2022
Number of
Options
Weighted average
exercise price
Number of
Options
Weighted average
exercise price
Balance as at 1 April3,000,000 $0.09 - -
Granted during the period - - 3,000,000 $0.09
Exercised during the period - - - -
Expired during the period(2,000,000)$0.09 - -
Balance at reporting date1,000,000 $0.093,000,000 $0.09
At reporting date, 1,000,000 of the share options granted had not yet vested. These share options will vest over
the period to 30 June 2023 as detailed in the table below.
Option seriesNumber
Vesting
dateExpiry date
Exercise
price
Fair value at
grant date
30 Jun 202231 Mar 2021
Granted 15 June 2020
2021 options - 1,000,000 1 June 202130 June 2021$0.09 $0.011
2022 options - 1,000,000 1 June 202230 June 2022$0.09 $0.015
2023 options1,000,000 1,000,000 1 June 202330 June 2023$0.09 $0.019
Balance at reporting date1,000,000 3,000,000
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Share based payments are included in:
Promotional costs3021
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26.RECONCILIATION OF LOSS AFTER TAXATION WITH CASH
FLOW FROM OPERATING ACTIVITIES
15 mths ended
30 Jun 2022
12 mths ended
31 Mar 2021
Net loss after taxation(19,544)(2,860)
Adjustments for:
Depreciation and amortisation2,771 90
Interest on lease liabilities62 6
Interest on borrowings579 -
Impairment of goodwill9,270 -
Impairment of customer relationship asset629 -
Acquisition costs368 -
Fair value loss on biological assets720 -
Write down of assets held for sale543 -
Share-based payments242 110
Interest accrued on term deposits - (4)
Income tax benefit(2,604) -
Movements in working capital
(Increase) / decrease in trade and other receivables(778)(170)
(Increase) / decrease in inventory(15,859)(593)
(Increase) / decrease in biological work in progress(698) -
Decrease / (increase) in taxation receivable(12)99
Increase / (decrease) in trade and other payables1,139 (12)
Movement in working capital on acquisition of subsidiaries11,595 -
Net cash outflows from operating activities(11,577)(3,334)
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Financial Statements
27. RECONCILIATION OF LIABILITIES ARISING FROM
FINANCING ACTIVITIES
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Borrowings:
At 1 April - -
Cash:
Proceeds from bank borrowings8,500 -
Payment of principal on borrowings(1,466) -
Interest paid on borrowings(379) -
Non-cash:
On acquisition of subsidiaries5,000 -
Interest on borrowings579 -
At reporting date12,234 -
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Lease liabilities:
At 1 April193 -
Cash:
Payment of lease liabilities principal(742)(33)
Interest paid on lease liabilities(62) -
Non-cash:
Lease liabilities recognised609 226
On acquisition of subsidiaries2,005 -
Lease modifications(708) -
Interest on lease liabilities62 -
At reporting date1,357 193
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28. SUBSIDIARIES AND OTHER INVESTMENTS
NamePrincipal activityEquity holding
30 Jun 2022 31 Mar 2021
Subsidiaries:
The Good Brand Company Limited
Sale of health & wellbeing
products
100%100%
Me Today NZ Limited
Production & sale of health &
wellbeing products
100%100%
Today LimitedNon-trading entity100%100%
Me Today EU Limited
Sale of health & wellbeing
products
100%100%
Me Today UK Group Limited
Sale of health & wellbeing
products
100%-
Me Today Manuka Honey LimitedInvestment in King Honey Limited100%-
King Honey LimitedSale of manuka honey products100%-
Me Today AU Pty LimitedNon-trading entity100%-
Manuka Wellness LimitedNon-trading entity100%-
King Honey Health Products LimitedNon-trading entity100%-
Pure Manuka NZ LimitedNon-trading entity100%-
Bee Plus Manuka NZ LimitedNon-trading entity100%-
Me Today USA Inc.
Sale of health, wellbeing and
honey products
100%-
Other investments:
Bee Plus New Zealand LimitedBrand ownership. Non trading15%-
All subsidiaries are domiciled in New Zealand, with the exception of Me Today EU Limited which is domiciled
in Ireland, Me Today UK Group Limited which is domiciled in England and Me Today Pty which is domiciled in
Australia. All subsidiaries have a reporting date of 30 June.
29. ACQUISITION OF SUBSIDIARIES
On 30 June 2021 Me Today Manuka Honey Limited, a subsidiary of Me Today Limited, acquired 100% of the
issued share capital of King Honey Limited (‘King Honey’) thereby obtaining control of King Honey and its
subsidiaries, Pure Manuka NZ Limited, Bee Plus Manuka NZ Limited, Manuka Wellness Limited and King
Honey Health Products Limited. King Honey is one of New Zealand’s premium Manuka Honey producers.
Its subsidiaries are all non-trading. The King Honey business complements the Me Today brand and the
acquisition enables Me Today to expand its existing lifestyle, health and wellness businesses.
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Financial Statements
29.1. Assets acquired and liabilities assumed at the date of acquisition
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed as at the date of
acquisition are as set out in the table below.
30 Jun 2021
NZ$000
Net assets / (liabilities) acquired at fair value:
Cash209
Receivables and prepayments179
Inventory11,594
Taxation receivable95
Deferred tax liability (2,604)
Biological work in progress1,437
Biological assets3,283
Property, plant and equipment5,096
Right of use assets2,005
Customer relationship asset9,300
Trade and other payables (1,709)
Lease liabilities (2,005)
Net assets acquired26,880
Goodwill9,120
Total consideration36,000
Satisfied by:
Cash21,000
Issue of shares (113,636,364 ordinary shares of Me Today Limited)10,000
Subordinated loan5,000
Total consideration transferred36,000
Net cash outflows on acquisition:
Cash consideration21,000
Less: cash balances acquired (209)
20,791
The fair value of the 113,636,364 ordinary shares issued at $0.088 per share as part of the consideration paid
for King Honey ($10 million) was determined on the basis of the agreement between the parties supported by
an independent appraisal. The issue price of $0.088 per share is in line with the volume-weighted average
price (VWAP) of the Me Today shares prior to the announcement of the King Honey acquisition.
Acquisition related costs amounted to $0.37 million.
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46
29.2. Previous provisional interim
accounting for the acquisition
The accounting for the acquisition of King Honey has
now been finalised.
Since the Group’s previous provisional interim
acquisition reporting as at 31 March 2022, the
Group has received further information about
the identifiable intangibles acquired, including
undertaking an independent valuation of customer
relationships.
The acquisition balances have been updated
accordingly with a corresponding adjustment to
goodwill, as set out below:
• A $9.3 million customer relationship asset has
been recognised as part of the acquisition
balances. The ABM customer relationship has
been determined by Me Today to be the only
material intangible asset of King Honey that
meets the criteria for separate recognition at
acquisition. The ABM customer relationship
is formalised in a Distribution Partnering
Agreement dated 8 May 2019 and varied on
31 December 2020 (the ABM Agreement),
whereby King Honey appointed ABM to be its
sole and exclusive importer and distributor
of King Honey Mānuka Honey BEE+ branded
products in China, Taiwan, Hong Kong and
Macau (Territory 1) and the USA and Canada
(Territory 2). The ABM Agreement has an initial
term of 10 years from 1 April 2019 to 31 March
2029, which, subject to agreement, shall renew
for a further 5 years and thereafter, subject to
agreement, automatically renew for 1 year on a
rolling basis. The ABM Agreement sets annual
minimum purchase requirements in each
Territory.
• The customer relationship asset was valued
using an income approach commonly referred
to as the multi-period excess earnings method.
• A deferred tax liability of $2.6 million in relation
to the $9.3 million intangible asset noted above,
has been recognised as part of the acquisition
balances.
The above adjustments resulted in a corresponding
$6.7 million reduction in the initial goodwill
arising on acquisition (prior to the assessment of
impairment) compared to the goodwill recognised
in the 31 March 2022 interim consolidated financial
statements.
29.3. Trading transactions
During the period, and prior to acquisition, the
Group had no transactions with King Honey.
Following the acquisition of King Honey, transactions
and balances due between companies in the Group
have been eliminated on consolidation.
29.4. Impact of acquisition on the results
of the Group
King Honey contributed $4.6 million revenue and
$14.3 million to the Group’s loss for the period
between the date of acquisition and the reporting
date.
30.FINANCIAL INSTRUMENTS
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and
interest rate risk), credit and liquidity risk. The Group’s overall risk management programme focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial
performance.
Risk management is carried out under policies approved by the Board of Directors. The Board provides written
principles for overall risk management as well as policies covering specific areas such as interest rate risk,
credit risk, use of derivative financial instruments and non-derivative financial instruments.
The Group has entered into a number of non-derivative financial instruments all of which are classified as
financial assets and liabilities at amortised cost. The carrying values of these items approximate their fair
value and represent the maximum exposures for each type of financial instrument. They are listed as follows:
me | today annual report
47
Financial Statements
Note
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Financial assets at amortised cost
Cash and cash equivalents105,370 1,195
Short term deposits11 - 3,804
Trade receivables12913 218
Total financial assets6,283 5,217
The fair value of trade receivables, trade payables, cash and cash equivalents and short-term deposits are
determined to be equivalent to their carrying value due to the short-term nature of these balances.
Note
30 Jun 2022
NZ$000
31 Mar 2021
NZ$000
Financial liabilities at amortised cost
Trade payables and other liabilities211,766 629
Lease liabilities - current18.2316 79
Lease liabilities - non current18.21,041 114
Borrowings - current22942 -
Borrowings - non current2211,292 -
Total financial liabilities15,357 822
The Group does not have any derivative financial instruments (2021: nil).
30.1. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates 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 the market risk exposures within acceptable parameters, while
optimising the return on risk. There is minimal market risk.
30.2. Cash flow and fair value interest rate risk
The Group’s interest rate risk arises from interest on borrowings at variable rates. The Group has no interest-
bearing cash and cash equivalent bank accounts.
The fixed rate bank loan and the subordinated note (see note 22) have interest rates that are fixed for the
life of the loan. The BNZ CARL is the only borrowing with a variable interest rate (see note 22). The Group’s
exposure to a change in interest rates is therefore currently limited to the borrowings under the BNZ CARL
facility. The table below shows the impact of a 1% movement in the current interest rate on the BNZ CARL
facility.
30 Jun 2022
NZ$000
Rate (+/-1%)
NZ$000
BNZ CARL facility2,921 29/(29)
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48
30.3. 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 from cash and cash equivalents, deposits with banks and the
Group’s receivables from customers. The Group’s maximum credit risk is represented by the carrying value of
these financial assets. The credit risk associated with cash transactions and deposits is managed through the
Group’s policies that limit the use of counterparties to high credit quality financial institutions.
30.4. Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when the fall
due. The Group’s liquidity risk management includes maintaining sufficient cash reserves to meet future
commitments. Refer to notes 4.1 and 4.2 in relation to the impact of COVID-19 and going concern.
The following table provides a maturity analysis of the Group’s remaining contractual cash flows relating to
financial liabilities. Contractual cash flows include contractual undiscounted principal and interest payments.
Carrying
amount
NZ$000
Contractual
cash flows
NZ$000
Payable
0-6months
NZ$000
Payable
6-12 months
NZ$000
Payable
1-2 years
NZ$000
Payable
2-5 years
NZ$000
Non-derivative financial liabilities
As at 30 June 2022
Trade and other payables1,766 1,766 1,766 - - -
Borrowings12,234 13,291 270 926 7,417 4,677
Lease liability1,357 1,389 386 166 421 416
15,357 16,445 2,422 1,092 7,838 5,093
As at 31 March 2021
Trade and other payables629 629 629 - - -
Lease liability193 203 43 43 88 29
822 832 672 43 88 29
30.5. Capital risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern,
so that they can continue to provide returns to shareholders and benefits for other stakeholders and to
maintain an optimal capital structure that reduces the cost of capital.
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Financial Statements
31.RELATED PARTIES
31.1. Directors
The names of persons who are directors of the
Company are; Grant Baker (Chairman), Hannah
Barrett, Roger Gower, Michael Kerr, Richard
Pearson, Stephen Sinclair, and Antony Vriens.
31.2. Key management personnel
compensation
Key management personnel compensation is set out
below. The key management personnel are all the
directors of the Company.
Directors were paid directors’ fees of $538,000
(2021: $329,000). $14,062 was payable to directors
at 30 June 2022 (2021: $15,322). This amount
is payable to the independent directors and is
intended to be settled by the issue of shares in the
Company. In the period to 30 June 2022 $71,572 of
the remuneration due to the independent directors
was settled by the issue of 1,312,266 shares in the
Company (31 March 2021: $29,384).
At 30 June 2022 $7,000 was payable to Mei Mei
Limited, a company owned by Richard Pearson, for
directors fees (2021: nil).
Michael Kerr received total remuneration of
$281,000 in the 15 months to 30 June 2022 in his role
as CEO (2021: $212,500).
A company owned by Stephen Sinclair received
$156,250 in consulting fees (2021: $114,000).
31.3. Related entities
MTL Securities Limited is an entity owned and
controlled by M & N Kerr Holdings, of which Michael
Kerr is a director, and Velocity Capital, of which
Grant Baker and Stephen Sinclair are directors.
MTL Securities Limited holds 34.16% of the voting
ordinary shares, and 47.19% of the total voting and
non-voting ordinary shares in Me Today Limited.
31.4. Related party transactions
In the 15 months to 30 June 2022, the Company
issued 965,613 ordinary shares to Antony Vriens,
Hannah Barrett and Roger Gower in part settlement
of their directors’ remuneration.
The Company issued 712,575 ordinary shares to
Roger Gower and 3,411,778 ordinary shares to
Antony Vriens as part of the retail offer to investors
on 29 June 2022 for $7,126 and $34,118 respectively.
The Company issued 354,282 ordinary shares to
Antony Vriens as part of the retail offer to investors
on 19 July 2020 for $33,657.
On 15 June 2020 the Company entered into an
Ambassador Agreement with BB Promotions Limited
for a term of three years. BB Promotions Limited
is a related party to the Group, as the shareholder
and director of BB Promotions Limited, B Barrett,
is married to H Barrett, a director of the Company.
Under the terms of the agreement, BB Promotions
Limited agreed to provide promotional services
to the Company in exchange for the payment of
$50,000 per annum, the issue by the Company of
ordinary shares to BB Promotions Limited to the
value of $100,000 per annum, and the granting of
3,000,000 options to purchase ordinary shares in
the Company (as detailed in notes 25). Share based
payments for promotion services shown in note
25 includes $62,500 in relation to the Ambassador
Agreement with BB Promotions Limited.
On 1 April 2021 Hannah Barrett entered into a
marketing services agreement, renewed annually, to
provide promotional services to the value of $15,000
per annum.
31.5. Share placement subscription
agreement
On 26 November 2021, Me Today, the TW Jarvis (No.
1) Family Trust (“Jarvis Trust”) and MTL Securities
Limited (“MTL”) entered into a share placement
subscription agreement under which the Jarvis
Trust and MTL agreed to invest additional cash of
$6 million through a share placement, conditional
upon shareholder approval. The shares were issued
at 8.8 cents per share, the same issue price for
capital raised as part of the King Honey acquisition
and reflecting their respective shareholdings. MTL
Securities agreed to contribute $3.75 million and
Jarvis Trust $2.25 million. Shareholders approved the
share placement on 18 March 2022.
On 22 March 2022 the Company issued 42,613,636
fully paid ordinary shares to MTL Securities Limited
and 25,568,182 fully paid ordinary shares to the
trustees of TW Jarvis (No. 1) Trust.
Jarvis Trust is a substantial security holder in Me
Today and is the previous vendor of King Honey
Limited. MTL is a substantial security holder, and
the largest shareholder, in Me Today. MTL is an
entity owned and controlled by M & N Kerr Holdings,
of which Michael Kerr is a director, and Velocity
Capital, of which Grant Baker and Stephen Sinclair
are directors.
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32.CONTINGENT LIABILITIES
There are no contingent liabilities as at 30 June 2022
(2021: nil).
33.COMMITMENTS
The Company had no commitments for future
capital expenditure as at 30 June 2022 (2021: nil).
34.EVENTS SUBSEQUENT TO
REPORTING DATE
On 6 July 2022 the Company issued a further
75,264,609 fully paid ordinary shares for $752,646
as a part placement of the shortfall from its rights
issue undertaken in June 2022. The Company
has agreed with MTL Securities Limited to
contemporaneously reclassify 39,051,043 of its
non-voting shares as quoted shares to preserve
MTL Securities Limited’s holding and control of
voting rights at 34.16%. The new shares issued have
consequentially reduced MTL Securities Limited’s
economic rights to 44.86%.
On 24 August 2022 the Group’s bank confirmed its
continuance of existing facilities subject to further
review no later than 31 August 2023 in conjunction
with the FY23 audited financial statements and
FY24 budget. Facilities will remain on an interest
only basis until 31 August 2023. The requirement for
an amortisation programme will be considered at
that time in conjunction with the FY24 budget. The
bank also confirmed covenant requirements were
amended to extend the suspension of earnings
related covenants until 31 August 2023 at which
stage the covenants will be aligned with the FY24
budget.
Subsequent to the reporting date the Board has
decided to further reduce beekeeping operations
with a view to reducing total hive numbers to
approximately 4,000.
Independent
Auditor’s Report
TO THE SHAREHOLDERS OF ME TODAY LIMITED
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53
Independent Auditors Report
Opinion
We have audited the consolidated financial
statements of Me Today Limited (“the Company”)
and its subsidiaries (together, “the Group”), which
comprise the consolidated statement of financial
position as at 30 June 2022, and the consolidated
statement of profit or loss and other comprehensive
income, consolidated statement of changes in equity
and consolidated statement of cash flows for the 15
month period (“the period”) then ended, and notes
to the consolidated financial statements, including a
summary of significant accounting policies.
In our opinion, the accompanying consolidated
financial statements present fairly, in all material
respects, the consolidated financial position of
the Group as at 30 June 2022, and its consolidated
financial performance and its consolidated cash
flows for the period then ended in accordance with
New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”).
Basis for Opinion
We conducted our audit in accordance with
International Standards on Auditing (New Zealand)
(“ISAs (NZ)”). Our responsibilities under those
standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We
are independent of the Group in accordance with
Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including
International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and
Assurance Standards Board, and we have fulfilled
our other ethical responsibilities in accordance
with these requirements. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
In addition to audit services, our firm provided
other services in the areas of taxation compliance
and advisory services. BDO partners and staff
also transact with the Group on normal trading
terms throughout the 15 month period. These
engagements and trading transactions have not
impaired our independence as auditor of the Group.
We have no other relationship with, or interests in,
the Company or its subsidiaries.
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 of
the current period. These matters were addressed in
the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.
Independent Auditor’s Report
TO THE SHAREHOLDERS OF ME TODAY LIMITED
Acquisition of subsidiaries, including recognition of customer relationship
intangible asset
Key Audit Matter
On 30 June 2021 Me Today Manuka Honey Limited,
a subsidiary of Me Today Limited, acquired 100% of
the issued share capital of King Honey Limited (‘King
Honey’) thereby obtaining control of King Honey and
its subsidiaries.
The financial reporting of the acquisition involves
assessing the fair value accounting for assets
acquired and liabilities assumed, as well as the
identification of separate intangible assets. This
has resulted in the recognition of a customer
relationship intangible asset of $9.3m. In addition,
goodwill of $9.12m was recorded but subsequently
How The Matter Was Addressed in Our Audit
Fair value accounting for assets acquired and
liabilities assumed as part of the business
combination:
• We obtained management’s assessment of
the King Honey transaction as a business
combination under NZ IFRS 3. We compared the
assessment to requirements of the accounting
standard and final signed sale and purchase
agreement. We confirmed the acquirer,
acquisition date, consideration, the warranties/
indemnities, book value of assets and liabilities,
and commitments and contingencies taken
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54
impaired during the period.
We consider there to be a significant level
of management judgement required in
determining if separately identifiable intangible
assets were acquired as part of the business
combination, and in determining fair values of
assets and liabilities.
See note 29 to the financial statements.
over, which may impact the accounting for the
business combination.
• We performed audit procedures on
management’s fair value adjustments to assets
and liabilities at acquisition date. This included
fair value adjustments to inventories, biological
assets, biological work in progress, and leases
recognition (see separate Key Audit Matters on
the recognition of these assets).
• We performed audit procedures on the
book value of other assets and liabilities at
acquisition date.
• We performed cut off procedures for debtors
and creditors transactions around the
acquisition date to ensure transactions were
recorded in the correct period.
• We attended the King Honey stocktake on
the date of acquisition to inspect physical
inventories and property, plant and equipment
on hand.
Intangible asset acquired as part of the business
combination:
• We obtained management’s fair value
calculation for the customer relationship
intangible asset, prepared by an external
valuation expert.
• We assessed the competence and objectivity
of management’s external valuation expert
and challenged the expert as to findings and
conclusions of their work.
• We reviewed the key assumptions/inputs
to the fair value calculations to supporting
documentation.
• We engaged our internal valuation expert to
review the valuation methodology used and the
discount rate applied.
Goodwill impairment
Key Audit Matter
The Group recognised goodwill of $9.12m arising
from the King Honey acquisition. The annual
impairment testing was completed at 31 March 2022
and this determined that the recoverable amount
of the Group’s goodwill was $nil. An impairment
charge was recognised to profit or loss.
The recoverable amount of the King Honey goodwill
is derived from a value in use calculation. This
calculation is subject to key inputs and assumptions,
such as discount rate and future cash flows,
which inherently include a degree of estimation
uncertainty.
See note 19 to the financial statements.
How The Matter Was Addressed in Our Audit
• We obtained management’s value in use
calculation prepared at 31 March 2022,
and critically evaluated the key inputs and
assumptions. The key inputs included forecast
revenue, gross margin, costs, working capital
assumptions and discount rate.
• We obtained management’s discount rate
calculation, prepared by an external valuation
expert. We challenged the expert as to the
findings and conclusions of their work.
• We engaged our internal valuation expert
to review the mechanics of the value in
use calculation against valuation industry
techniques and the discount rate used.
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Independent Auditors Report
Fair value of biological work in progress and biological assets
Key Audit Matter
The Group has recognised biological work in
progress (unharvested honey) and biological assets
consisting of bees (including hives and nucs) on
acquisition of the King Honey business.
The determination of fair value involves significant
judgement and estimation. Also, management has
made a significant judgement that the fair value of
unharvested honey cannot be reliably measured.
See notes 15 and 16 to the financial statements. The
Group’s accounting policies are disclosed in notes
3.8 and 3.9 to the financial statements.
How The Matter Was Addressed in Our Audit
Biological work in progress:
• We obtained management’s assessment of the
fair value of the unharvested honey biological
work in progress at the acquisition date and
period end.
• We challenged the determination that the fair
value of unharvested honey cannot be reliably
measured against the requirements of the
accounting standard, industry norms and other
available information.
• We agreed a sample of costs recognised
to supporting invoices and ensured the
transactions related to the harvest.
• We reviewed the disclosures in the financial
statements to the requirements of the
accounting standards.
Biological assets (bees):
• We obtained management’s assessment of the
fair value of the biological assets relating to the
bees and compared to the requirements of the
accounting standard.
• We obtained management’s fair value
calculations at the acquisition date and at
the reporting date for the bees biological
assets. We agreed the key inputs to supporting
documentation, and critically evaluated
judgements and assumptions made by
management in the calculations. This included
the number of hives and value per hive.
• We considered the movement in the fair values
between date of acquisition and the reporting
date, including the fair value gains or losses in
profit or loss and items held for sale.
• We reviewed the disclosures in the financial
statements to the requirements of the
accounting standards.
• We compared the carrying value of the assets
to the recoverable amount determined by the
impairment test that calculated the impairment
charge of $9.9m applied to goodwill and other
assets.
• As the goodwill balance was fully impaired at
30 June 2022, we considered management’s
assessment of impairment for the remaining
nonfinancial assets, including the customer
relationship intangible asset.
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Cost of inventories on harvest
Key Audit Matter
Agricultural produce (honey) 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. This initial
measurement becomes the cost of the inventory
when applying NZ IAS 2 Inventories. Management
has determined a fair value on harvest of $6.52m
during the period.
Management has considered if the inventories are
carried at the lower of cost or net realisable value.
The determination of fair value involves significant
judgement and estimation. There is also judgement
involved to ensure the inventories is carried at the
lower of cost or net realisable value at the reporting
date.
See note 15 to the financial statements. The Group’s
accounting policy is disclosed in note 3.9 to the
financial statements.
How The Matter Was Addressed in Our Audit
• We obtained management’s assessment of
the cost of harvested honey inventories at
the harvest date. We agreed the key inputs
to supporting documentation, and critically
evaluated the judgements and assumptions
made by management in the calculations. This
included harvest data, market prices, historical
sales data, honey laboratory testing results,
physical honey on hand and any capitalised
costs to sell.
• We obtained management’s calculation of the
required net realisable value provision against
the carrying value of inventories and considered
the forecast excess inventory, realisable values
and provisioning rates used against inventory
quantities, management agreed sales forecasts
and sales prices expected.
Leases accounting
Key Audit Matter
The Group has recognised right of use assets
and lease liabilities in relation to warehouse and
administration premises and land used for hive
placements on acquisition of the King Honey
business.
The recognition of any leases requires various
estimates and judgements to be made both initially
and on an ongoing basis.
See note 18 to the financial statements. The Group’s
accounting policy is disclosed in note 3.10 to the
financial statements.
How The Matter Was Addressed in Our Audit
We obtained management’s assessment of key
estimates and judgements involved in the land
lease recognition. This included how the apiary
land use agreements met the definition of a lease,
the treatment of any variable price components of
the lease, the “reasonably certain” lease terms, the
basis for the short term (less than 12 months) lease
exemption taken up and the incremental borrowing
rates utilised to discount the future lease payments.
• Management also recognised lease liabilities
and right of use assets for King Honey’s
premises. We considered the key estimates
and judgements involved in the premises lease
recognition, namely the reasonably certain
lease term.
• We obtained management’s acquisition
date and period-end lease calculations and
reconciled to the general ledger for the right of
use assets, lease liability, depreciation charge,
effective interest expense and rent payments.
• We re-performed the calculations for a sample
of leases based on the underlying agreements
and requirements of the new standard.
• We reviewed the disclosures to the financial
statements.
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Independent Auditors Report
Other Information
The directors are responsible for the other
information. The other information comprises the
Market Announcement on the Me Today results for
the fifteen months ended 30 June 2022 (but does not
include the consolidated financial statements and
our auditor’s report thereon), which we obtained
prior to the date of this auditor’s report, and the
Annual Report, which is expected to be made
available to us after that date.
Our opinion on the consolidated financial
statements does not cover the other information
and we do not and will not express any form of audit
opinion or assurance conclusion thereon.
In connection with our audit of the consolidated
financial statements, our responsibility is to read the
other information identified above 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 to be materially misstated.
If, based on the work we have performed on the
other information that we obtained prior to the date
of this auditor’s report, we conclude that there is a
material misstatement of this other information, we
are required to report that fact. We have nothing to
report in this regard.
When we read the Annual Report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to the
directors.
Directors’ Responsibilities for the
Consolidated Financial Statements
The directors are responsible on behalf of the Group
for the preparation and fair presentation of the
consolidated financial statements in accordance
with NZ IFRS, and for such internal control as the
directors determine is necessary to enable the
preparation of consolidated financial statements
that are free from material misstatement, whether
due to fraud or error.
In preparing the consolidated financial statements,
the directors are responsible on behalf of the Group
for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters
related to going concern and using the going
concern basis of accounting unless the directors
either intend to liquidate the Group 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 objectives are 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 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 and are considered
material if, individually or in the aggregate, they
could reasonab ly be expected toinfluence the
decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibility for the
audit of the financial statements is located on the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-
report-1.
This description forms part of our auditor’s report.
Who we Report to
This report is made solely to the Company’s
shareholders, as a body. Our audit work has been
undertaken so that we might state those matters
which we are required to state to them in an
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
Company and the Company’s shareholders, as a
body, for our audit work, for this report or for the
opinions we have formed.
The engagement partner on the audit resulting in
this independent auditor’s report is Chris Neves.
BDO Auckland
Auckland
New Zealand
29 August 2022
Corporate
Governance
Statement
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60
Corporate Governance & Company Directory
Corporate Governance Statement
FOR THE 15 MONTHS ENDED 30 JUNE 2022
The Board is responsible for the overall corporate governance of the Company, and
it recognises the need for the highest standards of behaviour and accountability. The
Board develops strategies for the Company, reviews strategic objectives and monitors
the Company’s performance against those objectives. The overall goals of the corporate
governance process are to:
• drive shareholder value;
• assure a prudential and ethical base to the Company’s conduct and activities; and
• ensure compliance with the Company’s legal and regulatory obligations.
The Governance Principles adopted by the Board are designed to achieve these goals.
The full content of the Company’s Governance Code and related polices and charters, can be found at the
following link (https://www.metodayinvestors.com/corporate-governance/).
This statement is a summary of the Corporate Governance arrangements approved and observed by the
Board as at 30 June 2022. The statement has been approved by the Board.
CODE OF ETHICS
The Board has documented a code of ethics, which can be found at
https://www.metodayinvestors.com/corporate-governance/, detailing the ethical standards to which Me
Today Limited’s directors and employees are expected to adhere.
ROLE OF THE BOARD
The Board assumes the following primary responsibilities:
• formulation and approval of the strategic direction, objectives and goals of the Company;
• monitoring the financial performance of the Company, including approval of the Company’s financial
statements;
• ensuring that adequate internal control systems and procedures exist and that compliance with these
systems and procedures is maintained;
• review of performance and remuneration of directors and executive officers; and
• establishment and maintenance of appropriate ethical standards for the Company to operate by.
A formal Governance Code, which can be found at https://www.metodayinvestors.com/corporategovernance/,
has been adopted by the Board and outlines directors’ responsibilities. The Board internally evaluates its
performance and continues to assess the size, diversity and skills of the Board.
BOARD COMPOSITION
In accordance with the Company’s constitution the Board will comprise not less than three directors. The
Board will be comprised of a mix of persons with complementary skills appropriate to the Company’s
objectives and strategies.
The Board currently comprises seven Directors, three of whom are Independent.The Board considers that,
although it does not have a majority of independent board members per the NZX Corporate Governance Code
Recommendation, it has the right balance for the current size and structure of the Company.
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Independence of directors is assessed against the requirements of the NZX Listing Rules and the factors
included in the Company’s Governance Code.
Although the Chair of the Board is not Independent, the Board considers that for the size and structure of the
Company, an Independent Chair is not required at this time.
BOARD MEETINGS
The Board aims to meet at least 11 times each year for scheduled meetings. Additional meetings are held
where specific matters require attention between scheduled meetings. Board meetings are used to monitor,
challenge, develop and fully understand business and operational issues.
The following table shows director attendance at meetings during the 15 month period ended 30 June 2022.
BoardAudit, Finance & Risk Committee
G Baker17n/a
H Barrett183
R Gower183
M Kerr183
R Pearson7n/a
S Sinclair183
A Vriens18n/a
CRITERIA FOR BOARD MEMBERSHIP
When a vacancy arises, the Board will identify candidates with a mix of diversity, capabilities and perspectives
considered necessary for the Board to carry out its responsibilities effectively. A director appointed by the
Board must stand for election at the next Annual Meeting. No director shall hold office (without re-election)
past the third annual meeting following that directors’ appointment or three years, whichever is longer.
Retiring directors are eligible for re-election.
BOARD COMMITTEES
The Board has established an Audit, Finance and Risk Committee and a Remuneration, Nomination and Health
& Safety Committee.
The Audit, Finance and Risk Committee operates under a Charter approved by the Board and is accountable
to the Board for: the business relationship with, and the independence of, external auditors; the reliability and
appropriateness of the disclosure of the financial statements and external financial communication; and the
maintenance of an effective business risk management framework including compliance and internal controls.
The Audit, Finance and Risk Committee is chaired by Roger Gower with Stephen Sinclair, Hannah Barrett as
members. Mr Gower and Ms Barrett are Independent Directors.
The Remuneration, Nominations and Health & Safety Committee operates under a Charter approved by
the Board. The role of the Remuneration, Nominations and Health & Safety Committee is to consider the
appointment of any future directors and their suitability to hold that position, the employment of senior
executive employees of the Company, and reviewing Health & Safety policies to ensure the Company is
providing a safe working environment for all employees and contractors. The Remuneration, Nominations
and Health & Safety Committee is also responsible for considering the remuneration to be paid to executive
employees and directors.
During the period under review, given the current size of the Board and composition of the sub committees,
the Board incorporated all matters of the Remuneration, Nominations and Health & Safety Committee as a
separate part of board meetings and accordingly the full board are in practice the members of the committee.
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62
Corporate Governance & Company Directory
TRADING IN SHARES
The Company has a detailed Financial Markets Trading Policy applying to all directors and employees which
can be found at https://www.metodayinvestors.com/corporate-governance/. The procedures outlined in this
policy must be followed by all Directors and employees to obtain consent to trade in the Company’s shares, at
all times. Under the policy, trading restrictions (blackout periods) apply:
• two weeks before 31 December (previously 30 September, prior to change in balance date) until 48 hours
after the half-year results are released to NZX;
• two weeks before 30 June (previously 31 March, prior to change in balance date) until 48 hours after the
full-year results are released to NZX; and
• 30 days prior to release of an offer document (such as a product disclosure statement or prospectus) for a
general public offer of the same class of shares.
Outside the black-out periods specified above, dealing is subject to the notification and consent requirements
outlined in the policy.
MAKE TIMELY AND BALANCED DISCLOSURE
The Company has in place procedures designed to ensure compliance with the NZX Listing Rules such that
all investors have equal and timely access to material information concerning the Company, including its
financial situation, performance, ownership and governance.
Company announcements are factual and presented in a clear and balanced way.
Significant market announcements, including the preliminary announcement of the half year and full year
results, and the financial statements for those periods, require review by the Board prior to release.
The Group’s Market Disclosure Policy to ensure it complies with its continuous disclosure obligations at all
times can be found at https://www.metodayinvestors.com/corporate-governance/.
HEALTH AND SAFETY
The Group’s Board is responsible for oversight of the Company’s health and safety risks. Creating a safe
working environment for any employees or contractors is a key focus. Health and safety issues are a separate
agenda item on every board meeting where the Board monitors, supports and completes its own due
diligence on the health and safety practices.
DIVERSITY POLICY
The Group recognises the wide-ranging benefits that diversity brings to an organisation. The Company
endeavours to incorporate diversity to ensure a balance of skills and perspectives are available to benefit our
shareholders, which is reflected in the Company’s Diversity Policy, which can be found at
https://www.metodayinvestors.com/corporate-governance/.
As at 30 June 2022, the gender balance of the Company’s directors and officers was as follows:
20222021
FemaleMaleFemaleMale
Directors1615
Officers (excluding directors)----
Total1615
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63
CORPORATE GOVERNANCE BEST PRACTICE CODE
The Group has followed the recommendations in the NZX Corporate Governance Code in all material aspects,
with the following exceptions:
ReferenceRecommendation
Alternative Governance Practice and Reason for the
Practice
Recommendation 2.8A majority of the board
should be independent
directors.
The Board considers that, although it does not have a
majority of independent board members, it has the right
balance for the current needs of the Company.
Recommendation 2.9An issuer should have an
independent chair of the
board. If the chair is not
independent, the chair
and the CEO should be
different people.
Grant Baker, the current chair is not considered to be
an independent director as MTL Securities Limited,
a company in which he is a director, is a substantial
product holder of Me Today. Mr Baker has been
appointed as Chair due to the level of expertise that he
brings in relation to the Company’s current growth focus.
Recommendation 4.3An issuer should provide
non-financial disclosure
at least annually,
including considering
environmental, economic
and social sustainability
factors and practices.
It should explain how
operational or non-
financial targets
are measured. Non-
financial reporting
should be informative,
include forward looking
assessments, and align
with key strategies and
metrics monitored by the
board.
Me Today has provided limited reporting on
environmental, economic and social sustainability factors
to date while it focuses on growing sales. The wellbeing
of its customers, employees and other stakeholders is
important to Me Today, as is its social responsibility and
environmental impact. The Company will implement and
report on appropriate non-financial measures in future
periods.
Recommendation 8.5The board should ensure
that the notices of annual
or special meetings of
quoted equity security
holders is posted on the
issuer’s website as soon
as possible and at least
20 working days prior to
the meeting.
The notice of a Special Meeting was released on 9 June
2021, being 13 workings days prior to the meeting held
on 25 June 2021 to enable the acquisition of King Honey
Limited to be completed by 30 June 2022.
The notice of a Special Meeting was released on 2 March
2022, being 13 workings days prior to the meeting held
on 18 March 2022 to enable completion of the Company’s
$6m share placement without undue delay.
Shareholder
& Statutory
Information
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66
Shareholder & Statutory Information
Statutory Information
FOR THE 15 MONTHS ENDED 30 JUNE 2022
Listing
The Company’s shares are listed on the NZX Main Board Market operated by NZX Limited.
20 largest holdings of quoted ordinary shares as at 24 August 2022
NameNo. of shares% of voting Shares
MTL SECURITIES LIMITED436,578,47334.16
TERRENCE WAYNE JARVIS & JARVIS BURNES TRUSTEE LIMITED139,204,54610.89
FORSYTH BARR CUSTODIANS LIMITED <ACCOUNT 1 E>72,973,2325.71
CUSTODIAL SERVICES LIMITED <A/C 4>60,650,7854.75
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>
48,333,9203.78
ASB NOMINEES LIMITED <184183 A/C>35,000,0002.74
HUNTER HOLDINGS LIMITED35,000,0002.74
JPMORGAN CHASE BANK NA NZ BRANCH-SEGREGATED
CLIENTS ACCT - NZCSD <CHAM24>
31,545,4552.47
JAMES PATRICK KEOGH24,288,9711.90
MARVEL FANTASY LIMITED20,000,0001.56
WAITARA TRUSTEE LIMITED16,480,0001.29
BETALERT LIMITED13,750,0001.08
APZ LIMITED13,307,5471.04
RHONDA LILLIAN PRESTON11,534,0910.90
ILAKOLAKO INVESTMENTS LIMITED10,927,2730.86
ASHVEGAS LIMITED10,250,0000.80
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>9,357,0710.73
WALLFLOWER LIMITED8,933,4000.70
FOSTER CAPITAL NZ LIMITED8,500,0010.67
WAYNE WRIGHT & CHLOE WRIGHT <OJW A/C>8,009,0910.63
Note: MTL Securities Limited has a total shareholding of 684,613,636 shares as at 24 August 2022 of which
248,035,163 are classified as non-voting and are not quoted on the NZX Main Board.
Distributions of ordinary shares as at 24 August 2022
Number of Security HoldersNumber of Securities
Size of HoldingNumber%Number%
5,000,001 or more303.64%1,076,698,21284.25%
1,000,001-5,000,000485.83%111,899,4378.75%
500,001-1,000,000394.73%26,703,0812.09%
100,001-500,00019323.42%46,734,5063.66%
1-100,00051462.38%15,978,0851.25%
824100%1,278,013,321100%
The above distribution does not include the non-voting ordinary shares held by MTL Securities Limited which
are not quoted on the NZX Main Board.
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67
Substantial security holders
Pursuant to Section 293 of the Financial Markets Conduct Act 2013, the following are details of substantial
financial product holders and their total relevant interests as at 30 June 2022.
NameNo. of SharesRelevant Interest% of shares
MTL SECURITIES LIMITED397,527,430Beneficial owner34.16
TERRENCE WAYNE JARVIS & JARVIS BURNES
TRUSTEE LIMITED
139,204,546Joint holder11.96
MTL Securities Limited has a total of 684,613,636 shares of which 287,086,206 are classified as non-voting as
at 30 June 2022.
Directors
The names of the directors of Me Today Limited and its subsidiaries holding office during the 15 months to
June 2022 are listed below:
Me Today LimitedG Baker
H Barrett
R Gower
M Kerr
R Pearson (appointed 29 November 2021)
S Sinclair
A Vriens
The Good Brand Company Limited G Baker
M Kerr
S Sinclair
King Honey LimitedG Baker
M Kerr
S Sinclair
Me Today NZ Limited
Me Today Manuka Honey Limited
Today Limited
Me Today USA Inc.
M Kerr
S Sinclair
Pure Manuka Limited
King Honey Health Products Limited
Bee Plus Manuka NZ Limited
M Kerr
S Sinclair
Me Today UK Group LimitedM Kerr
S Sinclair
L Seaton
Me Today EU LimitedM Kerr
S Sinclair
C Egan
Me Today AU LimitedM Kerr
S Sinclair
F Henderson
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68
Shareholder & Statutory Information
Directors’ shareholding at 30 June 2022
G Baker, M Kerr and S Sinclair have a joint relevant interest in 397,527,430 voting shares and 287,086,206 non-
voting shares in the Company. H Barrett holds relevant interest in 1,659,245 shares in the Company. R Gower
holds a relevant interest in 1,260,710 shares in the Company. A Vriens holds a relevant interest in 4,882,377
shares in the Company.
Independent directors
The Board consider H Barrett, R Gower and A Vriens to be independent.
Directors’ remuneration
Details of the nature and the amount of remuneration paid to each director for the 15 months ended 30 June
2022 are:
Directors’ fees
NZ$000
Salary
NZ$000
Consulting fees
NZ$000
Total
NZ$000
Directors' fees and salary
G Baker (Chairman)118--118
H Barrett94--94
R Gower94--94
M Kerr (CEO)-281-281
R Pearson44--44
S Sinclair94-156250
A Vriens94--94
Total remuneration of directors538281156975
No director of a subsidiary receives or retains any remuneration or other benefits from Me Today for acting as
such.
The remuneration arrangement with the CEO is a base salary of $250,000 and a target driven bonus of
$25,000 for the 2023 financial year.
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69
Directors’ interests
The directors provided the following disclosure of interests in which, due to the nature of their relationship,
may be related parties to Me Today Limited.
Grant Baker
Baker Consultants Limited
MTL Securities Limited
Velocity Capital GP Limited
Director / Shareholder
Director
Director / Shareholder
Roger Gower
Roger Gower and Associates Limited
Director / Shareholder
Michael Kerr
The Good Brand Company Limited
M & N Kerr Holdings Limited
MTL Securities Limited
Employee
Director / Shareholder
Director
Richard Pearson
Mei Mei LimitedDirector / Shareholder
Stephen Sinclair
MTL Securities Limited
Velocity Capital GP Limited
Stephen Sinclair Consulting Limited
Director
Director / Shareholder
Director / Shareholder
Hannah Barrett
BB Promotions Limited
Shareholder
Antony Vriens
Insight Consulting Services Limited
Director / Shareholder
In addition, Directors disclosed the following interests during the period:
The Group has provided insurance for, and indemnity to, directors and employees of the Company and its
subsidiaries for losses from actions undertaken in the course of their duties, unless the liability related to
conduct involving lack of good faith.
G Baker, M Kerr and S Sinclair have jointly disclosed the purchase of 42,613,636 shares for $3,750,000 million
on 22 March 2022 and 420,000,000 shares for $4,200,000 on 29 June 2022.
A Vriens has disclosed the purchase of 321,871 shares for $14,062.50 on 30 May 2022 and 712,575 shares for
$7,125.75 on 29 June 2022.
R Gower has disclosed the purchase of 321,871 shares for $14,062.50 on 30 May 2022 and 3,411,778 shares for
$34,117.78 on 29 June 2022.
H Barrett has disclosed the purchase of 321,871 shares for $14,062.50 on 30 May 2022.
In addition, H Barrett has separately entered into a marketing services agreement for the 15 months ended 31
June 2022. The agreement is to be renewed annually. The quarterly fee is $3,750 payable at the end of each
quarter.
Stephen Sinclair has disclosed a contract for services to the Group by Stephen Sinclair Consulting Limited.
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70
Shareholder & Statutory Information
Indemnification and insurance of directors and officers
As permitted by the New Zealand Companies Act 1993, the Group has provided insurance for, and indemnity
to, directors and employees of the Company and its subsidiaries for losses from actions undertaken in the
course of their duties, unless the liability related to conduct involving lack of good faith.
Remuneration of employees
The table below shows the number of employees and former employees (excluding Executive Directors) in the
Group receiving remuneration and other benefits in their capacity as employees, the value of which was equal
to or exceeded $100,000 for the 15 months ended 30 June 2022.
15 months to 30 June 202212 months to 31 March 2021
Employee remuneration rangeNumber of employeesNumber of employees
$100,001- $110,0001-
$110,001 - $120,0001-
$120,001- $130,0001-
$130,001 - $140,0002-
$140,001 - $150,0001-
$150,001 - $160,00021
$170,001 - $180,0001-
$200,001 - $210,0001-
$280,001 - $290,0001-
Auditor
BDO Auckland is the auditor for the Group. Audit fees due and payable to the auditor (excluding GST) as at
30 June 2022 were $101,000. BDO also had $10,000 of tax and general accounting advisory services due and
payable as at 30 June 2022.
Donations
No donations were paid by the Group during the 15 months ended 30 June 2022.
NZX Waivers
There are no NZX waivers relied upon during the 15 months ended 30 June 2022.
Lawyers
Chapman Tripp
Level 34, PWC Tower
15 Custom Street West
Auckland 1010
New Zealand
Bankers
BNZ
Deloitte Building
80 Queens Street
Auckland 1010
New Zealand
Company directory
Postal Address
PO Box 109047
Newmarket
Auckland 1023
Auditor
BDO Auckland
4 Graham Street
Auckland
New Zealand
Share Registry
Computershare Investor Services Limited
159 Hurstmere Road
Takapuna
Auckland
Private Bag 92119
Auckland 1142
New Zealand
Registered Office
Level 1, 25 Broadway
Newmarket
Auckland 1141
New Zealand
METODAY.COM
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.
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