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Moa Group Limited Issue FY19 Audited Financial Statements

Full Year Results30 May 2019SVRConsumer Staples

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Moa Group Limited

6/46 Maki Street, Westgate

Auckland 0814

New Zealand

P.O. Box 105542


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NZX release 30 May 2019

MOA GROUP SHOWS MORE GROWTH AS IT MOVES INTO NEW VERTICAL PHASE WITH SAVOR GROUP.


Moa Group Limited (NZX:MOA) announces today its full year audited result.


The Moa brewing and cider business grew consolidated revenue including excise from $13.7m in FY18 to

$15.9m in FY19, which is another year of impressive overall growth of 15.6%. Overall the supermarket

channel share for Moa is now above 10% for the first time and Moa is the clear #3 Craft player in the NZ

market. Moa achieved overall supermarket annual growth of 28%, which is over 4 times the growth of the

craft beer market. (AC Nielsen MAT 21/4/19).


Overall consolidated EBITDA, allowing for one off items, is showing year on year improvement in like for

like trading conditions (as previously signalled the group is to be in profit in FY20).


The achievement of the topline momentum has come through three key areas. Firstly, Moa Brewing Co.

Limited entered into a sales venture agreement with Constellation Brands in June 2019. This has seen a

large increase in the number of sales representatives it has in the NZ market which has improved customer

reach and relationships across the NZ market. We are very pleased with not only the results but the

relationship forming with Constellation Brands. Secondly several new products have been released which

are hitting the mark with NZ beer drinkers and regularly featuring in the top innovations for not only craft

beer but the total beer market. Thirdly, Moa Brewing Co. is also continuing to increase its presence in the

on trade with new long term pouring agreements creating partnerships for future growth.


Moving beyond FY19 Moa Group Limited is focussed on its recent acquisition of the businesses of Savor

Group and is working on synergies and growth plans between the hospitality and brewing divisions. Savor

Group is a collection of premium hospitality venues in Auckland and is forecasted to drive the overall group

to over $40m in revenue and more importantly into profitability in FY20.


“The new leadership team is now in place and are working together to deliver on our strategic plans for

FY20 which will include more great beer innovation, distribution gains, and likely venue openings. With

the America’s Cup just around the corner we are also working on gearing up our waterfront venues to be

prime viewing points. With our wider business operation, we can now deliver on the profitability that we

have been working hard to deliver to our shareholders”


For more information:

Contact Geoff Ross

021 424219

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Moa Group Limited

Financial Statements

for the year ended

31 March 2019


1


Moa Group Limited

Index to the Financial Statements

31 March 2019






Page

Directors’ Report 2

Auditors’ Report 3-6

Consolidated Statement of Comprehensive Income 7

Consolidated Statement of Financial Position 8

Consolidated Statement of Movement in Equity 9

Consolidated Statement of Cash Flows 10

Notes to the Financial Statements 11-28



















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Moa Group Limited

Directors' Report

31 March 2019



The Board of Directors has pleasure in presenting the financial statements and audit report for

Moa Group Limited for the year ended 31 March 2019.

The financial statements presented are signed for and on behalf of the Board of Directors and

were authorised for issue on 30 May 2019.





Geoff Ross

Executive Chairman







Craig Styris

Chair of the Audit and Risk Committee












© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Independent Auditor’s Report

To the shareholders of Moa Group Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of Moa Group Limited (the

company) and its subsidiaries (the group) on pages

7 to 28:

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

financial position as at 31 March 2019 and its

financial performance and cash flows for the

year ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated statement of financial position

as at 31 March 2019;

— the consolidated statements of comprehensive

income, changes in equity and cash flows for

the year then ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.

Basis for opinion

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

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

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

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

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA

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

IESBA Code.

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

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to advisory services. Subject to certain

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

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

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

Material uncertainty related to going concern

We draw attention to Note 3(d) in the consolidated financial statements, which indicates the group’s loss for the

year of $2,987,000 and negative operating cash outflows of $3,570,000 and the need to comply with financial

covenants for continued operations. As stated in Note 3(d), these events or conditions, along with other matters

as set forth in Note 3(d), indicate that a material uncertainty exists that may cast significant doubt on the group’s

ability to continue as a going concern. Our opinion is not modified in respect of this matter.

4
There is judgement applied by the directors in forecasting earnings and cash flows of the group, which are the

basis for concluding the group is a going concern. As stated in note 22 the group has raised bank debt after

balance date to settle an acquisition. The debt facility requires compliance with certain financial covenants which

are sensitive to the financial performance of the group. Further funding may be required as forecast earnings

could be lower and or operating cash outflows could be larger than the cash and debt available.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial

statements as a whole was set at $341,000 determined with reference to a benchmark of group revenues. We

chose the benchmark because, in our view, this is a key measure of the group’s performance.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. In addition to the matter described in the Material

Uncertainty Related to Going Concern section, we summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements.

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

Revenue recognition

Refer to Note 2(d) and 2(w) of the

consolidated financial statements.

Revenue is recognised based on

the terms of sale or distribution

agreement. In most cases, Moa

retain responsibility for goods

while in transit; therefore revenue

is recognised when the products

have been delivered to the

customer and possession taken.

Revenue recognition is a key audit

matter due to:

— Large orders potentially being

placed on or around balance

date for which there can be a

delay between the date of

dispatch and possession taken

by the customer;

— The incentives that exist for

management to recognise

sales in the period prior to

year-end.

Our audit procedures included:

— Assessing the group’s revenue recognition policy for compliance

with the accounting standards;

— Selecting a sample of transactions during the year and agreeing the

sample to cash received;

— Analysing agreements with the group’s largest customers to

determine whether group’s policies and procedures for recognition of

revenue are consistent with the accounting standards;

— Testing the recognition of a sample of revenue transactions prior to

year end to determine whether they are recorded in the correct

period. This included agreement to shipping documentation, proof of

delivery at the customer’s premises, terms and conditions of trade,

or other documentation indicating the date when the transfer of

control of the products to the customer occurred;

— Analysing credit notes issued after year end for evidence of post year

end reversal of revenues recognised during the year.

We did not find any evidence that reported revenue is materially

misstated.

5
Other information

The Directors, on behalf of the group, are responsible for the other information included in the group’s Annual

Report. Other information includes the director’s report and corporate governance information and the other

information included in the Annual Report. Our opinion on the consolidated financial statements does not cover

any other information and we do not express any form of assurance conclusion thereon.

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

Our responsibility is to read the Annual Report when it becomes available and consider whether the other

information it contains is materially inconsistent with the consolidated financial statements, or our knowledge

obtained in the audit or otherwise appears materially misstated. If so, we are required to report such matters to

the Directors

Use of this independent auditor’s r eport

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial

statements

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

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

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of a consolidated set of financial

statements that is fairly presented and free from material misstatement, whether due to fraud or error; and

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

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial

statements

Our objective is:

— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free

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

— to issue an independent auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs NZ will always detect a material misstatement when it exists.

6
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

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

the External Reporting Board (XRB) website at:

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

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

The engagement partner on the audit resulting in this independent auditor's report is Jason Doherty.

For and on behalf of

Jason Doherty

KPMG Auckland

30 May 2019


7


Moa Group Limited

Consolidated Statement of Comprehensive Income

For the year ended 31 March 2019



2019Restated 2018

NOTES$'000$'000

Revenue6 15,902 13,760

Cost of sales(12,667) (10,760)

Gross profit3,235 2,999

Expenses:

Distribution(1,527) (1,168)

Administration(1,631) (1,983)

Sales and marketing(2,499) (2,380)

Net finance expense(23) 2

Business acquisition costs(435) -

Total expenses7 (6,114) (5,529)

Other gains / (losses)8 (108) (18)

Loss before income tax(2,987) (2,548)

Income tax expense9 - -

Loss for the period(2,987) (2,548)

Other comprehensive income and expenses- -

Total comprehensive loss for the period(2,987) (2,548)

Losses per share for loss attributable to the ordinary equity holders of the Company during the period

Basic losses (cents per share)21(5.1) (4.7)

Diluted losses (cents per share)21(5.1) (4.7)

Non GAAP Measure

Loss before income tax(2,987) (2,548)

Adjusted for:

Depreciation & Amortisation433 473

Finance income and expense- (2)

Impairment of PPE134 65

Business acquisition costs435 -

EBITDA and impairment and business acquisition costs(1,985) (2,013)




Note: All loss and total comprehensive loss is attributable to the Parent Company shareholders and is from continuing

operations.


The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

8

Moa Group Limited

Consolidated Statement of Financial Position

As at 31 March 2019




20192018

NOTES$'000$'000

ASSETS

CURRENT ASSETS

Cash and cash equivalents2,585 987

Trade and other receivables102,982 2,175

Derivative financial instruments4 -

Inventories112,838 1,937

Total current assets8,408 5,099

NON CURRENT ASSETS

Trade and other receivables10542 -

Investments216 180

Plant and equipment122,159 2,338

Intangibles13403 461

Total non-current assets3,320 2,979

Total assets11,728 8,078

LIABILITIES

CURRENT LIABILITIES

Trade and other payables153,617 2,499

Derivative financial instruments - 5

Total current liabilities3,617 2,504

Total liabilities3,617 2,504

Net assets8,112 5,574

EQUITY

Contributed equity1632,105 26,528

Reserves65 116

Accumulated losses(24,058) (21,071)

Total Equity8,112 5,574




The above consolidated statement of movements in equity should be read in conjunction with the accompanying notes.

9

Moa Group Limited

Consolidated Statement of Movements in Equity

For the year ended 31 March 2019



ATTRIBUTABLE TO EQUITY HOLDERS OF MOA GROUP LIMITED

SHARE CAPITAL

ACCUMMULATED

LOSSES

SHARE

ENTITLEMENT

RESERVETOTAL EQUITY

NOTES$'000$'000$'000$'000

Opening balance as at 1 April 201726,041 (18,524) 113 7,630

Total comprehensive loss for the period- (2,547) - (2,547)

Share based payments25 - 33 58

Issue of shares in lieu of fees40 - - 40

Net proceeds from issue of new shares317 - - 317

Employee share options exercised105 - (30) 75

Balance as at 31 March 201826,528 (21,071) 116 5,574

Total comprehensive loss for the period- (2,987) - (2,987)

Share based payments10 - 20 30

Net proceeds from issue of new shares165,434 - - 5,434

Employee share options exercised133 - (72) 61

Balance as at 31 March 201932,105 (24,058) 65 8,112


The above statement of cash flows should be read in conjunction with the accompanying notes.

10

Moa Group Limited

Consolidated Statement of Cash Flows

For the year ended 31 March 2019



20192018

NOTES$'000$'000

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers14,508 13,792

Payments to suppliers and employees(18,108) (15,481)

Interest received- 2

Direct/indirect taxation received/(paid)31 (71)

Net cash flow from operating activities20(3,570) (1,758)

CASH FLOWS FROM INVESTING ACTIVITIES

Investments(36) (180)

Payments for plant and equipment(325) (151)

Payments for intangibles(5) (13)

Net cash flow from investing activities(366) (344)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of shares5,534 389

Net cash flow from financing activities5,534 389

Net Increase/(decrease) in cash and cash equivalents1,599 (1,713)

Cash and cash equivalents at the beginning of the period987 2,700

Cash and cash equivalents at the end of the period2,585 987

Moa Group Limited
Notes to the Financial Statements

31 March 2019



11

1 General information

Moa Group Limited (‘the Company’) and its subsidiaries and its interest in joint operations (together ‘the Group’)

operate in the beverage sector, brewing and distributing premium craft beers and cider. The Group has operations

in New Zealand and sells to New Zealand and Australian businesses with growing exports to the rest of the world.

The Company was incorporated in New Zealand on 27 August 2012 and acquired its subsidiary Moa Brewing

Company Limited on 1 October 2012. Savor Group Limited was incorporated 20 December 2018. Moa Brewing

Company Limited agreed a Sales Venture Agreement with Constellation Brands New Zealand Limited on 2 May

2018.

The address of its registered office is 6/46 Maki Street, Westgate, Auckland 0814.

These financial statements have been approved for issue by the Board of Directors on the 30 May 2019.


2 Summary of significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These

policies have been consistently applied throughout the years presented unless otherwise stated.

(a) Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with 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 consolidated financial statements comply with New Zealand equivalents to International Financial

Reporting Standards (NZ IFRS) and other New Zealand accounting standards and authoritative notices that are

applicable to entities that apply NZ IFRS. The consolidated financial statements also comply with International

Financial Reporting Standards. The financial statements have been prepared on a going concern basis (Note 3 (d)).

Moa Group Limited is a company registered under the Companies Act 1993 and is an FMC reporting entity under

Part 7 of the Financial Markets Conduct Act 2013. The financial statements of the Group have been prepared in

accordance with the requirements, Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board

Listing Rules. The information is presented in thousands of New Zealand dollars.

The financial statements have been prepared under the historical cost convention, except for derivative financial

instruments that are revalued at fair value.

The preparation of financial statements in accordance with NZ IFRS requires the use of certain critical accounting

estimates. It also requires management to exercise its judgement in applying the Group's accounting policies. The

areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are

significant to the consolidated financial statements are disclosed in Note 4.

(b) Principles of consolidation

The financial statements incorporate the assets and liabilities of Moa Group Limited and its 100% owned

subsidiaries Moa Brewing Company Limited and Savor Group Limited, as well as interests in joint operations

(together the ‘Group’) as at 31 March 2019 and the trading results for the year then ended.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an

entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has

the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date

on which control is transferred to the Group. The financial statements of subsidiaries are included in the

consolidated financial statements from the date that control commences until the date control ceases. From that

date they are deconsolidated.

Joint operations are a joint arrangement in which the parties that have joint control of the arrangement have direct

rights to the revenues, expenses, assets and obligations for the liabilities relating to the arrangement. These have

been proportionately consolidated into the financial statements under the appropriate headings. Joint control is the

contractually agreed sharing of control of the arrangement which exists when decisions about activities require the

consent of the parties sharing control.

The Group applies the acquisition method to account for business combinations. The consideration transferred for

the acquisition of the subsidiary is the fair values of the assets transferred, the liabilities incurred to the former

owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair

value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired

and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values

at the acquisition date.


Acquisition related costs are expensed as incurred.

Moa Group Limited
Notes to the Financial Statements

31 March 2019



12

Intercompany transactions, balances and unrealised gains on transactions between group companies are

eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the

asset transferred. Accounting policies have been applied consistently across the Group.

(c) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic

environment in which the entity operates, ‘the functional currency’. The financial statements are presented in

New Zealand dollars, which is the functional currency of both Moa Group Limited and its subsidiaries.


(ii) Transactions and balances

Foreign currency transactions on any date are translated into the functional currency using the

exchange rates approximating the rates prevailing at the dates of the transactions. Foreign exchange

gains and losses resulting from the settlement of such transactions and from the translation at

year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are

recognised in the profit or loss component of the statement of comprehensive income.

(d) Revenue recognition

Revenue is measured on the consideration specified in a contract with a customer. The Group recognises revenue

when it transfers control over a good or service to a customer;

i) Beer and Cider Sales

Customers obtain control of beer and cider products when the products are delivered and have been

accepted at their premises. Revenue is recognised at this point in time. For contracts that permit the

customer to return an item, revenue is recognised to the extent that it is highly probable that a

significant reversal in the amount of cumulative revenue recognised will not occur. Therefore, the

amount of revenue recognised is adjusted for expected returns.

Revenue is recognised net of GST, rebates and discounts.

(ii) Contract Assets and Contract Liabilities

Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised

as contract assets or slotting fees as applicable and amortised over the life of the contract.

Contract liabilities reflect payments received for services that have not yet been provided and the

payments will be recognised as revenue over time.

(e) Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.

(f) Income tax

The income tax expense or revenue for the year is the total of the current year’s taxable income based on the

national income tax rate for each jurisdiction adjusted for any prior years' under or over provisions, plus or minus

movements in the deferred tax balance except where the movement in deferred tax is attributable to a movement in

reserves. The current income tax charge is calculated on the basis of tax laws enacted or substantially enacted at

balance date.

Movements in deferred tax are attributable to temporary differences between the tax bases of assets and liabilities

and their carrying amounts in the financial statements and any unused tax losses or credits. Deferred tax assets

and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are

recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each

jurisdiction. An exception is made for certain temporary differences arising from the initial recognition of an asset or

a liability. No deferred tax asset or liability is recognised in relation to temporary differences if they arose in a

transaction, other than a business combination, that at the time of the transaction did not affect either accounting

profit or loss or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only to the extent

that it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and

tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of

the temporary differences and it is probable that the differences will not reverse in the foreseeable future. The

income tax expense or credit attributable to amounts recognised in other comprehensive income is also recognised

in other comprehensive income.

Current and deferred tax assets and liabilities of individual entities are reported separately in the consolidated

financial statements unless the entities have a legally enforceable right to make or receive a single net payment of

tax and the entities intend to make or receive such a net payment or to recover the current tax asset or settle the

current tax liability simultaneously.

Moa Group Limited
Notes to the Financial Statements

31 March 2019



13

(g) Goods and services tax (GST)

The statement of comprehensive income has been prepared so that all components are stated exclusive of GST. All

items in the statement of financial position are stated net of GST, with the exception of receivables and payables,

which include GST invoiced. All items in the statement of cash flows are also stated net of GST.

(h) Excise tax

Where excise tax is a production tax it is included in the statement of comprehensive income in both revenue and

cost of sales. The excise tax component of sales is included in receipts from customers in the statement of cash

flows, and the excise tax payments are included in payments to suppliers and employees.

(i) Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified

as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are

charged to the profit or loss component of the statement of comprehensive income on a straight-line basis over the

term of the lease.

(j) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held on call with financial institutions and other short

term highly liquid investments with original maturities of three months or less that are readily convertible to known

amounts of cash and which are subject to an insignificant risk of changes in value.

(k) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision

for impairment. Trade receivables are due for settlement between 30-90 days from invoice date.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are

written off. A provision for impairment is established when there is objective evidence, such as default or

delinquency in payment, that the Group will not be able to collect all amounts due according to the original terms of

receivables. The amount of the provision is the difference between the asset’s carrying amount and the estimated

future cash flows, discounted to present value, if appropriate, at the effective interest rate. The movement in the

amount of the provision is recognised in the profit or loss component of the statement of comprehensive income.

The carrying amount of the asset is reduced using a provision account and the amount of the loss is recognised in

the profit or loss component of the statement of comprehensive income within ‘administration expenses’. When a

trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent

recoveries of amounts previously written off are credited against ‘administration expenses’ in the statement of

comprehensive income.

(l) Financial instruments

Financial instruments include cash and cash equivalents, borrowings, trade and other receivables, derivatives and

trade and other payables.

Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured

at their amortised cost. A financial instrument is recognised if the Group becomes party to the contractual

provisions of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows

from the financial assets expire or if the Group transfers the financial asset to another party without retaining control

or substantially all the risks and rewards of the asset. Financial liabilities are derecognised if the Group’s

obligations specified in the contract expire or are discharged or cancelled.

(m) Derivative financial instruments

Derivative financial instruments, including foreign exchange contracts are used to reduce exposure to market risks.

Company policy specifically prohibits the use of derivative financial instruments for trading or speculative purposes.

All the Group’s derivative financial instruments are held to economically hedge risk on committed trading

transactions.

The fair values of derivative financial instruments are determined by applying quoted market prices, where

available, or by using inputs that are observable for the asset or liability.

The Group holds derivative instruments until expiry except where the underlying rationale from a risk management

point of view changes, such as when the underlying asset or liability which the instrument hedges no longer exists,

in which case early termination occurs.

Derivative financial instruments are initially recorded at fair value and are then revalued to fair value at reporting

date. The gain or loss on revaluation is recorded either in earnings or equity depending on whether the instruments

qualify for hedge accounting and the nature of the item being hedged. For a derivative instrument to be classified

and accounted for as a hedge, it must be highly correlated with, and effective as a hedge of the underlying risk

Moa Group Limited
Notes to the Financial Statements

31 March 2019



14

being managed. This relationship must be documented from inception.

(n) Fair value estimate

The carrying value of cash and cash equivalents, receivables and payables are assumed to approximate their fair

values due to the short-term maturity of these investments.

Financial liabilities measured at amortised cost are fair valued using the contractual cash flows. The effects of

discounting are generally insignificant.

(o) Inventories

Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost

comprises direct materials and where appropriate, either a contract manufacturing charge, or direct labour and an

appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal

operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net

realisable value is the estimated selling price in the ordinary course of business less the estimated costs of

completion and the estimated costs necessary to make the sale.

(p) Plant and equipment

All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is

directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of

the item can be measured reliably. All other repairs and maintenance are charged to the statement of

comprehensive income during the financial year in which they are incurred.

Depreciation is calculated using the straight-line method to expense the cost of the assets over their useful lives.

The rates are as follows:


Plant and equipment 5.0% - 50.0%

Leasehold improvements 10.0%

Furniture and office equipment 20.0% - 33.3%

Marketing and trade equipment 10.0% - 33.3%

Motor vehicles 20.0%


The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is

greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in

the profit or loss component of the statement of comprehensive income.

(q) Intangibles

Fixed life intangibles are amortised over the life of the asset. Software is amortised over the expected useful life of

the asset, between 3 and 10 years.

(r) Impairment of non-financial assets

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by

which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an

asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped

at the lowest levels for which there are separately identifiable cash flows (cash generating units).

(s) Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using

the effective interest method.

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial

year which are unpaid. The amounts are unsecured and are usually paid within 30 and 60 days of recognition.

(t) Employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave

expected to be settled within 12 months of the reporting date are recognised in other payables in respect of

employees' services up to the reporting date and are measured at the amounts expected to be paid when the

Moa Group Limited
Notes to the Financial Statements

31 March 2019



15

liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and

measured at the rates paid or payable.

(u) Share based payments

The fair value of director and senior employee share schemes, under which the Group receives services from

directors and employees as consideration for equity instruments in the Group, is recognised as an expense. The

total amount to be expensed over the vesting period is determined by reference to the fair value of the options

granted, including any equity market performance conditions and excluding the impact of any service and non-

market performance vesting conditions.

Non-market performance and service conditions are included in assumptions about the number of options that are

expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the

specified vesting conditions are to be satisfied.

The Group revises its estimates of the number of options that are expected to vest based on the non-market vesting

conditions. It recognises the impact of the revision to original estimates, if any, in the statement of comprehensive

income, with a corresponding adjustment to equity over the remaining vesting period. When the options are

exercised the Company issues new ordinary shares. The proceeds received net of any directly attributable

transaction costs are credited to share capital.

(v) Contributed equity

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.

(w) New Standards

Certain new standards, amendments and interpretations to existing standards have been published that are

mandatory for the Group’s accounting periods beginning on or after 1 April 2018 or later periods.

(i) Standards and interpretations adopted by the Group


NZ IFRS 9: Financial instruments

NZ IFRS 9 sets out requirements for recognising and measuring financial assets and financial liabilities.

This standard replaces NZ IAS 39 Financial Instruments and Measurements.

The Group has adopted NZ IFRS 9 and there is no material impact to the financial statements.

Financial assets which were previously classified as loans and receivables are now classified as

financial assets at amortised cost. There is no impact on the classification and measurements on the

Group’s financial liabilities.

NZ IFRS 9 replaces the ‘incurred loss’ model in NZ IAS 39 with an ‘expected credit loss model’. The

new impairment model applies to assets measured at amortised cost. This applies to the Group’s trade

receivables. The Group has determined based on historic provisions and forward-looking analysis that

there is no material financial impact on the impairment provisions.

NZ IFRS 15: Revenue from contracts with customers

NZ IFRS 15 Revenue from Contracts with Customers establishes how much and when revenue is

recognised. It replaced NZ IAS 18 Revenue. Under NZ IFRS 15, revenue is recognised when a

customer obtains control of the goods and services.

The Group has adopted NZ IFRS 15 using the retrospective effort method with a date of initial

application of 1 April 2018. Practical expedients under the retrospective method have not been applied

by the Group as these are not applicable for the Group.

On adoption of NZ IFRS 15, the Group has recognised excise charged to customers in revenue, along

with the cost of excise in cost of sales. Previously it was recognised net of revenue. Excise in New

Zealand is a production tax paid by the Group and then forms part of the price charged to customers.

As a result, $4,301,000 has been recognised in revenue and cost of sales for the year ended 31 March

2019 and $3,306,000 has been recognised in revenue and cost of sales for the comparative year ended

31 March 2018.

The following table summarises the impact of adopting NZ IFRS 15 on the Group’s financial statements:

Moa Group Limited
Notes to the Financial Statements

31 March 2019



16

As at 31 March 2018AmountNZ

PreviouslyIFRS 15Restated

Statement of Comprehensive IncomeReportedAdjustmentAmount

Revenue10,454 3,306 13,760

Trade and other payables(7,454) (3,306) (10,760)

Gross Profit2,999 - 2,999


There is no impact on the statement of financial position or statement of cash flows previously reported.

The Group advises that except for excise there are no other changes to revenue, including no change

to the timing of revenue recognition which, for sales of goods to customers, is recognised at a point in

time.


(ii) Standards, amendments and interpretations to existing standards that are relevant to the Group, not

yet effective and have not been early adopted by the Group


NZ IFRS 16: Leases (effective for annual periods beginning on or after 1 January 2019)


NZ IFRS 16 Leases is mandatory for reporting periods beginning on or after 1 January 2019 and will

become effective for the Group on 1 April 2019.


It will result in almost all leases being recognised in the statement of financial position, as the

distinction between operating leases and finance leases has been removed. The Group has not

adopted the standard before its mandatory effective date. The Group has undertaken a high level

assessment but is yet to fully assess its impact on current and future operations.


Otherwise there are no other new accounting standards, or amendments to existing standards that are effective for

the year ending 31 March 2019 which have a material impact on the Group.


3 Financial risk management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate

risk), credit risk 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 the financial performance of the Group. The

Group uses different methods to measure different types of risk to which it is exposed. These methods include

sensitivity analysis in the case of interest rate and foreign exchange risks and aging analysis for credit risk.

(a) 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 derivative financial instruments. The objective of market risk

management is to manage and control risk exposures within acceptable parameters while optimising the return on

risk.

(i) Interest rate risk

The Group’s fair value interest rate risk as at 31 March 2019 arises from its bank deposits.

(ii) Price risk

The Group has entered into one commodity contract or other price-related derivative arrangements

with regards to the purchase or raw materials with an employee; therefore, it is not exposed to any

material price risk.

(iii) Currency risk

The Group is exposed to currency risk on sales and purchases that are denominated in a currency

other than the functional currency of the Group’s entities, being NZ dollars (NZD). The currency risk

arises primarily with respect to sales to international customers in US dollars (USD) and Australian

dollars (AUD), and to the purchase of materials, services and plant in US dollars (USD).

The Group uses natural hedges where possible and monitors its estimated foreign currency exposure

in respect of forecast revenue received from international customers and in respect of forecast

material purchases. The Group will continue to review its currency risk strategy as the business

grows and the proportion of international sales and purchases changes.

The table below summarises the Group’s exposure at the reporting date to foreign currency risk on

Moa Group Limited
Notes to the Financial Statements

31 March 2019



17

the monetary assets and liabilities against its functional currency, expressed in NZ dollars.

USDAUDEUR

$'000$'000$'000

Trade and other receivables15 44 -

Trade and other payables(338) (7) (31)

Cash and cash equivalents- 224 -

Total as at 31 March 2018(323) 261 (31)

Trade and other receivables- 22 -

Trade and other payables(211) (7) (1)

Cash and cash equivalents52 39

Total as at 31 March 2019(159) 54 (1)


Sensitivity analysis – underlying exposures


A 10% weakening or strengthening of the NZ dollar against the US and Australian currencies as at 31

March 2019 would have an immaterial impact on reported equity and the net result for the year.

The Group’s exposure to other foreign exchange movements is not material.

(b) 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. Credit risk arises from cash and cash equivalents and deposits with banks and

financial institutions, as well as from the Group’s receivables due from customers. Cash and deposit balances are

held with financial institutions rated at least an A+ Credit Rating by Standard and Poors.

The Group’s four largest customers represent approximately 77% of sales, with no one customer more than 33% of

sales. Credit risk is concentrated within New Zealand and in the fast-moving consumer goods market. The Group

has established credit policies under which each new customer is assessed for creditworthiness before payment

and delivery terms and conditions are agreed.

The Group has adopted the simplified approach to ECL (expected credit loss) in IFRS 9: Financial Instruments

which apply to trade receivables that are in the scope of IFRS 15. The impact is limited as trade receivables are

predominantly less than 90 days.

The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as

summarised in Notes 10 and 15.

(c) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s

approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its

liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Group’s reputation. Also refer Note 3(d).

The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the

maturity profiles of financial assets and liabilities.

The financial statements have been prepared on a going concern basis, the validity of which depends on the Group

generating sufficient cash flows in future periods and if necessary, its ability to raise new equity. If the Group was

unable to continue in operational existence for the foreseeable future, adjustments may have to be made to reflect

the fact that assets and liabilities may need to be realised at amounts other than those at which they are currently

recorded in the statement of financial position and the Group may have to provide for further liabilities that may

arise.

The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on the remaining

period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual

undiscounted cash flows in respect of financial liabilities. Balances due within 12 months equal their carrying value

as the impact of discounting is not significant.

Moa Group Limited
Notes to the Financial Statements

31 March 2019



18

Maturities of financial liabilities20192018

Notes$'000$'000

Non-derivative financial liabilities

Trade and other payables - less than 3 months3,041 2,276

Trade and other payables - more than 3 months- -

Total153,041 2,276

Employee entitlements and GST do not meet the definition of a financial liability

and have been excluded from the table above



The Group has in place facilities with its bank to provide (i) working capital funding repayable on demand and

subject to banking covenants around asset cover and capital adequacy - this facility was accessed in peak

inventory build months ahead of summer and again in March 2019 as a result of business acquisition costs; (ii)

foreign exchange forward contracts, at year end there were $511,000 of forward contracts; and (iii) a standby letter

of credit to its payroll provider for $125,000.

(d) Capital adequacy and going concern


The Company maintains a capital base adequate to achieve the goals of the business. The Board continually

monitors the future funding requirements of the business.


The Board has reviewed the latest management forecasts, covering the period 12 months from the date of signing

these financial statements. These forecasts include the existing business, the purchase from 1 April 2019 of the

Savor Group business and the capital raised in March and April 2019 from the placement and rights issue. The

Board considers that while the Group is looking to invest in growth opportunities, the Group will be able to meet its

commitments as they fall due, and based on these forecasts the business is a going concern.


For the year ended 31 March 2019, the Group made a loss of $2,987,000 and generated a cash deficit of

$3,570,000.


On 1 April 2019, the Group entered into funding facilities which established certain financial covenants. The

Group’s ability to comply with financial covenants and generate sufficient cashflows from operations to satisfy its

funding and other obligations for a period of at least 12 months following the issuance of these financial statements

is important to determining the appropriateness of the going concern basis of accounting. The Group’s ability to

meet these covenants creates a material uncertainty which may cast doubt on the Group’s ability to continue as a

going concern.


The Board is confident that further capital can be raised to the extent required and certain investments and projects

can be deferred as well as cost saving initiatives implemented to manage the financial performance and cash flow

requirements of the Group.


The financial statements have been prepared on a going concern basis; the validity of which depends on the Group

generating sufficient cash flows in future periods and if necessary, its ability to raise new equity. If the Group was

unable to continue in operational existence for the foreseeable future, adjustments may have to be made to reflect

the fact that assets and liabilities may need to be realised at amounts other than those at which they are currently

recorded in the statement of financial position and the Group may have to provide for further liabilities as they arise.


4 Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience, expectations of future

events and other factors that are believed to be reasonable under the circumstances. The resulting accounting

estimates will, by definition, seldom equal the related actual results.


Judgement has been applied in determining the forecast cash flows of the Group, which are the basis for

concluding that the Group is a going concern. Conclusions in respect of capital adequacy and going concern are

described above in note 3(d).


The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year and the judgements applied are as follows:


• 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. The Group has not recognised any

Moa Group Limited
Notes to the Financial Statements

31 March 2019



19

benefit as at 31 March 2019 in respect of the tax losses generated.


• The carrying values of the Group's assets principally rely on the expectation of continued growth in sales,

which supports the current assessment that there are no impairments. If those growth expectations

change, or the expected profitability of the Group otherwise changes, there may be impairments of the

Group and/or Group's assets in future periods.



5 Segment information


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.


Although certain geographies do not currently meet the NZ IFRS 8 quantitative thresholds, management has

concluded that these segments should be reported as they are closely monitored by the chief operating decision

maker as potential growth segments and are expected to materially contribute to Group revenue in the future.


The chief operating decision maker assesses the performance of the operating segments based on a measure of

EBITDA (Earnings before interest, taxation, depreciation and amortisation). This measurement basis excludes the

effects of non-recurring expenditure from operating segments. Interest income and costs are not allocated to

segments as this type of activity is driven by the Group’s head office function which manages the cash position of

the Group. Head office costs are allocated to New Zealand sales as this segment represents the largest proportion

of the Group’s sales.


The segment information provided to the chief operating decision maker for the reportable segments is as follows:



NEW ZEALANDEXPORTTOTAL

$'000$'000$'000

Revenue by Segment12,497 1,262 13,760

EBITDA(2,008) (70) (2,078)

Depreciation and amortisation(473) - (473)

Expenditure on fixed and intangible assets164 - 164

NEW ZEALANDEXPORTTOTAL

$'000$'000$'000

Revenue by Segment15,161 740 15,902

EBITDA(2,628) 74 (2,554)

Depreciation and amortisation(433) - (433)

Expenditure on fixed and intangible assets325 - 325

YEAR ENDED 31 MARCH 2018

YEAR ENDED 31 MARCH 2019



Revenues from external customers are derived from sale of goods in the beverage sector.


Segment assets and liabilities are not included within the reporting to the chief operating decision maker and hence

have not been included within the segment information tables above.


6 Revenue

Restated

20192018

$'000$'000

Domestic Sales

Domestic10,854 9,284

Domestic Excise4,308 3,214

Export Sales

Export747 1,170

Export Excise(7) 92

Total15,902 13,760



The impact of initially applying NZ IFRS 15 on the Group’s financial statements is disclosed in note 2(w).

Moa Group Limited
Notes to the Financial Statements

31 March 2019



20


Due to the transition method chosen in applying NZ IFRS 15, comparative information has been restated. The

transfer of control to customers occurs at a point in time and the Group recognises revenue to reflect this.



7 Expenses

NOTES20192018

$'000$'000

Loss before income tax includes the following specific expenses:

Depreciation and amortisation

Depreciation12368 409

Amortisation1366 64

433 473

Rental expense relating to operating leases

Lease Payments124 245

124 257

Employee benefit expense

Salaries and Wages1,838 2,265

KiwiSaver28 48

Share based payments(9) 58

1,857 2,371

Fees paid to auditor

Audit Fees78 60

Non Audit Fees125 45

203 105



The non audit fees relate to advisory services provided to the Group


8 Other gains / (losses)

20192018

$'000$'000

Foreign exchange gains/(losses)10 (18)

Gains/(losses) on disposal of assets- -

Impairment of PPE(134) -

Other income16 -

Total(108) (18)

Moa Group Limited
Notes to the Financial Statements

31 March 2019



21

9 Income tax

The prima facie income tax expense on pre-tax accounting loss from operations reconciles to the income tax

expense in the consolidated statement of comprehensive income as follows:

20192018

$'000$'000

Loss from continuing operations before income tax expense(2,987) (2,548)

Tax at 28%(836) (713)

TAX EFFECT OF NON DEDUCTIBLE ITEMS

- Non deductible expenses(1) 13

Temporary differences not recognised(18) 37

Tax benefit not recognised855 663

Income Tax Expense- -



10 Trade and other receivables

NOTES20192018

$'000$'000

Trade receivables2,693 1,800

Slotting fee asset682

Provision for impairment(45) -

Amount due from related parties192 11

Prepayments150 195

Other receivables41 169

Trade and other receivables3,523 2,175

Presented as:

Current2,982 2,175

Non current542 -

Trade and other receivables

3,523 2,175



(a) Impaired receivables


As at 31 March 2019 current trade receivables of the Group with a value of $44,828 (2018: nil) were impaired and

provided for.


(b) Past due but not impaired receivables


As at 31 March 2019, trade receivables of $307,000 (2018: $285,000) were past due but not impaired. These relate

to a number of customers for whom there is no recent history of default. The ageing analysis of these trade

receivables is as follows:

20192018

$'000$'000

1 - 30 days overdue175 134

31 - 60 days overdue40 100

61+ days overdue92 51

Total307 285



Moa Group Limited
Notes to the Financial Statements

31 March 2019



22

(c) Provision for impairment of receivables


Movements in the provision for impairment of receivables are as follows:

20192018

$'000$'000

Opening balance- 5

Provision for impairment recognised during the year(45) -

Reversal of amounts previously provided- (5)

Receivables written off during the year as uncollectible- -

Total(45) -



The creation and release of the provision for impaired receivables has been included in ‘Administration expenses’ in

the consolidated statement of comprehensive income. Amounts charged to the provision account are generally

written off when there is no expectation of recovery.


The other balances within total trade and other receivables do not contain impaired assets and are not past due.

Based on the credit history of these other classes, it is expected that these amounts will be received when due.

Refer to note 3(a)(i) for an analysis of Group's exposure to foreign currency risk in relation to trade and other

receivables.


The Group does not hold any collateral as security. Refer to Note 3 for more information on the risk management

policy of the Group.



11 Inventories

20192018

$'000$'000

Raw materials1,227 688

Work in progress205 228

Finished goods1,349 1,021

Total2,838 1,937

Moa Group Limited
Notes to the Financial Statements

31 March 2019



23

12 Plant and equipment

Furniture LeaseholdMarketing

Plant andand OfficePropertyand TradeMotor

EquipmentEquipmentImprovementsEquipmentVehiclesTotal

$'000$'000$'000$'000$'000$'000

2018

Opening net book amount2,069 24 293 147 47 2,579

Additions98 17 1 44 - 161

Disposals- - - - - -

Recategorisation(146) 54 (66) 165 - 7

Depreciation(280) (29) (9) (82) (9) (409)

Closing net book amount1,741 66 219 274 38 2,338

Cost2,586 239 251 824 47 3,947

Accumulated depreciation(845) (173) (32) (550) (9) (1,610)

Net book amount1,741 66 219 274 38 2,338

2019

Opening net book amount1,741 66 219 274 38 2,338

Additions72 13 64 175 324

Disposals- - - - - -

Adjustments/Impairments(134) - - - - (134)

Depreciation(223) (18) (32) (86) (9) (368)

Closing net book amount1,456 61 251 364 28 2,159

Cost2,658 251 315 1,000 47 4,271

Accumulated depreciation(1,203) (191) (64) (635) (19) (2,112)

Net book amount1,456 61 251 364 28 2,159



The Group has a long term contract brewing agreement with McCashin’s Brewery in Nelson where the Group has

invested in plant and equipment at McCashin’s Brewery and where at the end of the contract brewing agreement

McCashin’s may purchase the plant and equipment.


13 Intangible Assets

ResourcePatents and

ConsentTrademarksSoftwareTotal

$'000$'000$'000$'000

2018

Opening net book amount513 1 15 529

Additions- 3 - 3

Disposals- - - -

Recategorisation(2) (1) (4) (7)

Amortisation(63) (0) (1) (64)

Closing net book amount448 3 10 461

Cost634 3 11 648

Accumulated amortisation(186) - (1) (187)

Net book amount448 3 10 461

2019

Opening net book amount448 3 10 461

Additions- 5 - 5

Disposals- - - -

Adjustments/Impairments(4) 11 (7) -

Amortisation(59) (3) (1) (63)

Closing net book amount385 16 2 403

Cost630 19 4 653

Accumulated amortisation(245) (3) (2) (250)

Net book amount385 16 2 403


Moa Group Limited
Notes to the Financial Statements

31 March 2019



24

14 Deferred tax

The Group has unrecognised deferred tax assets arising from tax losses as follows:


20192018

$'000$'000

Tax losses after 1 October 20126,391 5,585

Timing differences32 89

Total deferred tax unrecognised6,423 5,674



The Group has no imputation credits available at 31 March 2019 (2018:nil)


15 Trade and other payables

NOTES20192018

$'000$'000

Trade payables2,409 1,986

Amount due to related parties1937 54

Accrued expenses595 236

Contract Liabilities528 -

GST payable / (receivable)(35) 10

Employee entitlements83 213

Total Trade and other payables3,617 2,499



16 Contributed equity

Contributed

Shares$000sShares$000sShares

At 1 April 201753,630,087 26,041 - - 26,041

Voting shares converted(13,004) (7) 13,004 7 -

Shares issued to employees in lieu of salary43,353 25 25

Shares issued to directors in lieu of fees81,559 40 40

Placement shares627,986 329 329

Issue costs(11) (11)

Staff options exercised285,150 104 104

At 31 March 201854,655,131 26,522 13,004 7 26,528

Voting shares converted13,004 7 (13,004) (7) -

Shares issued to employees in lieu of salary22,513 10 10

Placement shares11,631,569 4,918 4,918

Share Placement Plan shares1,651,011 791 791

Issue costs(274) (274)

Staff options exercised253,658 133 133

At 31 March 201968,226,886 32,105 - - 32,105

OrdinaryUnlisted Non Voting


All issued shares are fully paid. In addition, there are 53,475 unpaid treasury shares held.



(1) Issue of Ordinary Shares


In June 2018 the Group issued 3,736,832 ordinary shares to investors under a placement and in July 2018 issued

1,651,011 ordinary shares to existing investors under a Share Placement Plan.

In March 2019 the Group issued 7,894,737 ordinary shares to investors under a placement.

During the year ordinary shares were issued to employees under the Employee Share Option Plan and the Salary

Reinvestment Scheme.

Moa Group Limited
Notes to the Financial Statements

31 March 2019



25

(2) Conversion of unlisted non-voting shares


After the placements above, Pioneer Capital reduced its shareholding below 20% and under the Takeovers Code

the unlisted non-voting shares they held were converted to ordinary shares with full voting rights.


(3) Salary Reinvestment Scheme


In August 2015 the Board approved the Salary Reinvestment Scheme which enabled employees and executive

directors to receive ordinary shares in the Company instead of a proportion of their cash remuneration. Shares

issued under the scheme were valued at a 20-day volume weighted average price from the start of the period in

which remuneration is reinvested.


Shares to a value of $10,000 were issued under the scheme in the year (2018: $40,000).

17 Share entitlement reserve


The Company Employee Share Option Plan


In July 2015 the Board approved the Company Employee Share Option Plan. Options allow eligible staff to

subscribe for ordinary shares in the Company at an exercise price. Options are vested in equal tranches on the first

to third anniversaries of the date of issuance while the eligible employees remain in full time employment with the

Group. Once vested the options can be exercised at any time up to the second April following vesting. Employees

can pay the exercise price in shares using the 20-day Volume Weighted Average Price of the Company shares up

to the date of issuance. The Employee Share Option Plan allows employees to exercise all their vested options into

ordinary shares for cash or a lower number of ordinary shares for no cash.


The employee scheme was extended to certain customers of the Group on the achievement of certain performance

goals and is detailed below.


The following details the 1,157,647 options issued to employees and customers that have not been exercised as at

31 March 2019


319,999 issued to employees in September 2015 at 28.2c

26,667 issued to employees in October 2016 at 44.3c

60,000 issued to employees in September 2017 at 44.3c

300,000 issued to employees in April 2018 at 42,9c

100,000 issued to employees in June 2018 at 42.9c

350,981 issued to customers in November 2018 at 42.3c


The options have been valued using the Black-Scholes pricing model at $133,862


18 Commitments

(a) Capital commitments


There were no material capital commitments as at 31 March 2019.


(b) Operating leases


The Group leases premises, plant and equipment, kegs and vehicles. Operating leases held over properties give

the Group the right to renew the lease subject to a re-determination of the lease rental by the lessor.



20192018

$'000$'000

Commitments for minimum lease payments in relation to

non-cancellable operating leases are payable as follows:

Within one year138 148

Later than one year but not later than five years90 2

Total lease commitments228 150



There are no sub-leases from the above.


(c) Purchase commitments

Moa Group Limited
Notes to the Financial Statements

31 March 2019



26


The Group has entered into contracts to buy materials in 2019 to the value of $371,000 (2018 $366,000).


19 Related party transactions


(a) Directors


The Directors serving during the year were:


Date appointed

Geoff Ross Chief Executive Officer 27 August 2012

Executive Chairman 22 December 2017

Craig Styris Non-Executive Director 27 August 2012

John Ashby Independent Director 28 January 2015

Retired 3 August 2018

David Poole Non-Executive Director 17 September 2015

Sheena Henderson Independent Director 1 October 2017

Rich Frank Independent Director 1 August 2018



(b) Key management personnel compensation


Executive Chairman Geoff Ross provides consulting and services to the Group through Southern Skies Limited.

Craig Styris provides director services through Pioneer Capital Management Ltd. Director fees for the year were

payable to John Ashby, David Poole, Sheena Henderson and Rich Frank. Other key management comprise senior

executives of the group

20192018

$'000$'000

- Directors fees186 230

- Management services25 230

- Senior employee short term benefits400 480

- Share based payments10 17

Total621 956



(c) Other transactions


(i) With its major shareholders


Moa Brewing Company Limited leases its Jackson Road, Marlborough premises from Allan Scott Wine

Estates Ltd (‘ASWEL’) under a Deed of Lease agreement between ASWEL and the Company dated 17

September 2010. Lease costs were $36,000 (2018: $36,000).


(ii) With its employees


A senior executive was provided with an unsecured loan of $59,000 at market interest rates in order that

they could participate in the 2014 rights issue to the full extent of shares held. The loan has now been

repaid. The balance owed at 31 March 2019 was nil (2018:$7,980).


A senior executive, working in the Brewery in Blenheim owns a hops supply company, for which Moa

Brewing Company Limited is contracted to supply $295,000 of raw materials from this entity from 1 April

2019 to 31 March 2020.

Moa Group Limited
Notes to the Financial Statements

31 March 2019



27

20192018

$'000$'000

RECEIVABLES FROM RELATED PARTIES

- Allan Scott Wines0 4

- Pioneer Capital2

- Senior executives- 7

Total2 11

PAYABLES TO RELATED PARTIES

- Senior Executives19 1

- Allan Scott Wines- 3

- Non Executive Directors12 12

- The Business Bakery- 23

- 1st Seed Limited- 4

- Independent Directors7 12

Total37 54




(d) Subsidiaries of the Company

DateOwnership %Ownership %

Incorporated20192018

Moa Brewing Company Ltd02-Jul-04100%100%

Savor Group Limited19-Dec-18100%-




(e) Interests in joint operations


The Group is party to sales venture agreement with Constellation Brands New Zealand Limited (referred to as

‘MoBev’). The parties operate MoBev to provide sales and distribution services to the brand owners. Each

party accounts for its own sales and recognises its share of costs.


20 Reconciliation of loss after income tax to net cash flows from operating activities

20192018

$'000$'000

Loss for the period(2,987) (2,548)

Depreciation and amortisation433 472

Impairment of PPE134 -

Foreign exchange (gains)/losses10 18

Shares in lieu of fees and salaries- 65

Share based payments- 36

Movements in working capital:

(Increase) / decrease in inventories(900) 58

(Increase) / decrease in trade and other receivables(1,367) (90)

Increase in trade and other payables1,108 231

Net cash outflow from operating activities(3,570) (1,758)



Moa Group Limited
Notes to the Financial Statements

31 March 2019



28

21 Earnings per share

Basic earnings per share


Basic losses per share are calculated by dividing the loss attributable to equity holders of the Company by the

weighted average number of ordinary shares on issue during the year.


20192018

Loss after tax ($000)(2,987) (2,548)

Weighted average number of ordinary shares on issue58,922,761 53,961,049

Basic losses per share (cents)(5.1) (4.7)

Diluted losses per share (cents)(5.1) (4.7)

Weighted average number of ordinary shares

Issued ordinary shares at the beginning of the year54,655,131 53,630,087

Issued ordinary shares at the end of the year68,226,886 54,655,131

Weighted average number of ordinary shares 58,922,761 53,961,049

Weighted average number of ordinary shares (diluted)58,922,761 53,961,049



Diluted earnings per share


Diluted losses per share are calculated by adjusting the weighted average number of ordinary shares outstanding

and to assume conversion of all dilutive potential ordinary shares. As at 31 March 2019 the effect of un-exercised

options vested to staff under the Company Employee Staff Option Scheme (see Note 17) is anti-dilutive. Shares

issued in connection with the acquisition of Savor Group (see Note 22) have not been included in the calculation of

diluted earnings per share.



22 Events occurring after balance date


On 20 December 2018 the Company signed Sale and Purchase Agreements to purchase the assets of Savor

Group, covering a number of bars and restaurants in Auckland. As the acquisition was substantial, shareholders

voted to proceed with the acquisition on 12 March 2019 and on 26 March 2019 the acquisition went unconditional.


The acquisition settled on 1 April 2019 and the Company paid the vendors $13m made up of 60% in cash and 40%

in the Company shares. To finance the acquisition the Company raised $5.5m from the BNZ and $3.0m in a share

placement.


Further payments may be due to the vendors as follows:

a) $5.4m upon achieving within 24 months of settlement certain agreed commercial milestones that will

deliver (i) additional incremental EBITDA of $1.5m (ii) substantial growth of the brand, image and

reputation of the business (iii) other financial, business or strategic outcomes that the Company’s board

agrees are desirable; or(iv) any combination of the above. The $5.4m will be paid 60% in cash and 40% in

Company shares.

b) An earnout adjustment, both upwards and downwards, dependent on the EBITDA performance of the

Savor Group business over FY20 and FY21.


The Company raised $1.07m through a rights issue in April 2019.

---

Moa Group Limited
Results for announcement to the market

Reporting Period12 months to March 2019

Previous Reporting Period12 months to March 2018

Amount (000s)Percentage change

Revenue from ordinary

activities

15,902 NZD+15.6%

Profit (loss) from ordinary

activities after tax attributable to

security holders

-2,419 NZD+2.6%

Net profit (loss) attributable to

security holders

-2,987 NZD-17.3%

No dividends declared

31 Mar 201831 Mar 2019

Net tangible assets per security

0.106 NZD0.119 NZD

Comments

Please refer to audited financial statements for FY19

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