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Moa Group Limited Issue 2019 Annual Report

Annual Report28 June 2019SVRConsumer Staples

MOA GROUP LIMITED
ANNUAL REPORT

Year ended 31st March 2019

MOA GROUP LIMITED ANNUAL REPORT 2019

Chair and CEO’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Director Profiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Directors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Statement of Comprehensive Income 17

Statement of Financial Position 18

Statement of Movement in Equity 19

Statement of Cash Flows 20

Notes to the Financial Statements 21

Shareholder and Statutory Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45

CONTENTS

MOA GROUP LIMITED ANNUAL REPORT 2019

MOA GROUP LIMITED ANNUAL REPORT 2019
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CHAIR AND CEO’S REPORT

Welcome to the FY19 Annual report .

Over the last year, the Moa brand has continued to

accelerate . In fact, in New Zealand our growth has been

the strongest it has been in the last three years . Moa

grew at over four times that of the craft beer market and

was the fastest growing brand among the top 5 craft

beer brands, with a growth rate in supermarkets of 28%

MAT (TSM – AC Nielsen) .

The achievement of the topline momentum has come

through three key areas . Firstly, Moa entered into

a sales joint venture agreement with Constellation

Brands in June 2018 . 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 is also continuing to increase

its presence in the on trade with new long-term pouring

agreements being established .

With regards to our export business we will continue

to focus on several regions within Asia . This includes

selected cities in China, and countries like Hong Kong

and Singapore . We will re-establish our presence in

Australia with an improved route to market through

creating partnerships with leading distributors .

The Moa brewing business in the past year generated

$15 .9m in revenue, a 15 .6% growth over FY18 . We are

now the clear number three craft brand in supermarkets

(AC Nielson) and the largest New Zealand owned

brewer . However, our focus still becomes creating

greater scale than this . We appreciate that the journey

together has already consumed several years and

considerable resource . So further growth for Moa must

also be in the form of a step change in strategy and in a

form that takes us into immediate profitability.

Dear Moa Hunter,

For this reason, on 1 April 2019 Moa joined forces with

one of Auckland’s premier hospitality groups – Savor

Group . Savor operates restaurants and bars such as

– Ostro Brasserie, Seven, Fukoku + Ebisu, Azabu, The

Wreck Bar and several other venues at the new Auckland

Fish Market. This acquisition we believe is a significant

step change to our underlying performance and strategy,

and in time Moa will benefit from its beer being poured

through these venues and further synergies that we will

realise . These venues are in central Auckland and we

are already having strong interest in terms of bookings

ahead of the America’s Cup .

While Moa has been receiving strong growth in

supermarkets and traditional liquor outlets, on premise

(bars & restaurants) presence, while growing, has been

far tougher to crack due to the contractual nature of

this channel . We are now working with Lucien Law and

Paul Robinson (Savor Group principals) to expand their

network of bars and restaurants, which could include

establishing Moa’s own branded craft venues . These

new operations will have a positive effect on the Moa

Group trading performance . We also welcome Lucien

and Paul to our Board of Directors .

We do thank you for your support and look forward to

demonstrating significant leaps and bounds this year in

our performance .

Please do continue to try our new products and support

the brands . If you are in Auckland, make sure you grab

a meal at some of our new venues .

Best regards,

Geoff Ross

MOA GROUP LIMITED ANNUAL REPORT 2019
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MOA GROUP LIMITED ANNUAL REPORT 2019
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MOA GROUP LIMITED ANNUAL REPORT 2019
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DIRECTOR PROFILES

Geoff Ross

Executive Chairman and CEO

Geoff was the founder and CEO of 42 Below, which was a listed

company for three years prior to its sale to Bacardi in late 2006 . Geoff

was also Chairman of Trilogy International, an NZX listed company

focused on the home fragrances and body care products market .

Prior to 42 Below and Trilogy International, he was a Managing

Partner and Board Member of DDB Advertising for two years and

was a Client Service Director and Management Team Member for

Saatchi & Saatchi in Wellington for eight years . Geoff is a Trustee

of Pure Advantage and also a Trustee of The Endangered Species

Foundation . Geoff has a Bachelor of Commerce (Agriculture) .

Lucien Law

Managing Director, Hospitality

Over the past seven years, Lucien has led a new wave in Auckland

hospitality, overseeing the building of a group of brands that have had

a significant impact on the city’s dining and entertainment scene.

His projects include award-winning modern Japanese restaurants

Azabu and Ebisu, contemporary New Zealand brasserie Ostro, along

with Fukoku, Las Vegas Club and Mission Bay Pavilion . One of his

most ambitious developments is Seafarers, spanning several floors in

the historic Seafarers building at Auckland’s Britomart .

Prior to his involvement in hospitality Lucien founded highly successful

independent communications agency Shine, which has worked with

brands including Spark, Hyundai, Fonterra and Lion Breweries .

Paul Robinson

Managing Director, Hospitality and New Ventures

Paul Robinson has twenty years experience in structured finance and

strategy . From 1999 Paul spent nine years originating structured trades

based in London, working for Barclays Capital and then Swiss Re

Financial Products Corp . In 2008 Paul transferred to New York to set up

and head Swiss Re’s North American Structured Finance Team, with

responsibility for over USD 10 billion of bespoke financial arrangements

with multi jurisdiction clients . In 2018 Paul and his family moved back

to New Zealand to enjoy life here, manage his investments and to take

an active role in Savor Group where he had a long term shareholding .

Paul has deep experience both inside and out of traditional corporate

structures . His personal investments are across sectors as diverse as

mining, manufacturing, pharmaceuticals and hospitality . He has strong

networks in Europe, the USA and New Zealand .

Craig Styris

Non-Executive Director

Craig is an Executive Director at Pioneer Capital, an investor in New

Zealand businesses that are focused on growth in large international

markets and is responsible for helping to source and manage

investments for Pioneer Capital . Craig is also a Director of Natural Pet

Food Group, Rockit Global, and Tom & Luke Holdings, to name a few .

Prior to joining Pioneer Capital, Craig was an Associate Director at

Craig’s Investment Partners and an Associate at Houlihan Lokey, an

international investment bank, in its Los Angeles head office.

Craig has a Graduate Diploma in Finance and a Bachelor of

Management Studies (Accounting and Economics) . Craig also

completed a year of undergraduate studies at the Haas School of

Business, University of California Berkeley .

Dave Poole

Non-Executive Director

David has been involved in sales, business ownership and

directorships since 1992, primarily through Bayley Corporation, NZ’s

largest full service real estate company .

David brings to the board executive experience in leading businesses

through growth stages, including setting and achieving clear strategic

goals and driving sales and brand growth .

Sheena Henderson

Independent Director

Sheena has extensive FMCG knowledge, brand building and retail,

both domestically and globally .

Sheena brings vast board experience in her capacity as an

independent professional director .

Rich Frank

Independent Director

Rich Frank founded the Frank Family Vineyards in the Napa Valley

USA in 1992. His love of wine first stemmed from his extensive travel

via his global career as the former President of Disney Studios .

He has served as Chairman of Walt Disney Television and

Communications and headed Disney’s syndication arm Buena

Vista . He brings to the board two decades of experience, including

President of Walt Disney Studios where he oversaw the development

of the Disney Channel; President of the Paramount Television Group,

President & Board member of Chris Craft Television and President of

the Academy of Television Arts & Science .

Rich has board experience across many platforms including the

Motion Picture Association of America (MPAA) and currently sits as

Vice Chairman and Executive Board Member of the American Film

Institute (AFI) .

Rich graduated from the University of Illinois, Champaign-Urbana

and in 2011 received an Honorary Doctorate degree from the AFI .

He is also the recipient of one of only eight Television Academy’s

Syd Cassyd Founders Awards for his significant positive impact on

the Academy through his efforts and service over many years of

involvement .

Rich lives full time in the Napa value with his wife Leslie, an Emmy

award winning journalist and is often found socialising with guests in

their vineyards tasting room .

MOA GROUP LIMITED ANNUAL REPORT 2019
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The overall responsibility for ensuring that the corporate governance

and accountability of the Company is properly managed, thereby

enhancing investor confidence, lies with the Board of Directors. A

copy of Moa’s Corporate Governance Code (“Code”) is available on

the Moa website at www .moabeer .com/documents .

The Code is generally consistent with the principles identified in the

NZX Corporate Governance Code (2017), except that as at 31 March

2019 the Company had not adopted a formal takeovers protocol or a

diversity policy with measurable objectives, and the Company’s Chair

is also its Chief Executive Officer.

The Company will continue to monitor best practice in the

governance area and update its policies to ensure it maintains the

most appropriate standards .

An outline of the Company’s governance arrangements are set out

below . Further detail is available on the Moa website www .moabeer .com .

The Board of Directors

The Board has ultimate responsibility for the strategic direction

of Moa and supervising Moa’s management for the benefit of

shareholders .

The specific responsibilities of the Board include:

• Working with management to review and approve the business

and financial plans that set the strategic direction of Moa

• Monitor the Company’s performance against its approved

strategic, business and financial plans and oversee the

Company’s operating results on a regular basis so as to

evaluate whether the business is being properly managed

• Establishing and overseeing succession plans for the Chief

Executive Officer and senior management

• Monitoring compliance and risk management

• Establishing and monitoring Moa’s health and safety policies

• Ensuring effective disclosure policies and procedures are

adopted

• Ensuring effective reporting processes and procedures

• Ensuring the quality and independence of the Company’s

external audit process

Board Meeting and Committee Attendance

During the year to 31 March 2019 the company held 11 regular

Board meetings . The Audit & Risk committee met on 2 occasions .

Attendance by individual directors was as follows:

BOARD MEETINGS

AUDIT & RISK

COMMITTEE MEETINGS

ELIGIBLEATTENDEDELIGIBLEATTENDED

John Ashby4311

David Poole1110

Geoff Ross1111

Craig Styris111122

Sheena Henderson111122

Richard Frank8711

During the year John Ashby retired on 03 August 2018 and Rich

Frank was appointed on 01 August 2018

Ethical Conduct

The Code includes a policy on business ethics which is designed to

govern the Board and management’s conduct . The Code addresses

conflicts of interest, receipt of gifts, confidentiality and fair business

practices . A copy of the Code is available on the Moa website www .

moabeer .com .

Board Membership

As at 31 March 2019, the Board consisted of two independent

directors, two non-executive directors and one executive directors,

who are elected based on the value they bring to the Board . Two

additional executive directors (Lucien Law and Paul Robinson) joined

the Board on 1 April 2019 in conjunction with Moa’s acquisition of

Savor Group .

Each Moa director is a skilled and experienced business person .

Together they provide value by making quality contributions to

corporate governance matters, conceptual thinking, strategic

planning, policies and providing guidance to management .

As at 31 March 2019 the company’s directors were:

Geoff Ross Executive Chair and CEO

Craig Styris Non-Executive Director

David Poole Non-Executive Director

Sheena Henderson Independent Director

Rich Frank Independent Director

Profiles of current board members are shown on page 7. The profiles

of Lucien Law and Paul Robinson are also shown on page 7 .

The number of elected directors and the procedure for their

retirement and re-election at annual meetings of shareholders is set

out in the Constitution of the Company .

CORPORATE GOVERNANCE

MOA GROUP LIMITED ANNUAL REPORT 2019
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Director Independence

In order for a director to be independent, the Board has determined

that he or she must not be an executive of Moa and must have no

disqualifying relationship as defined in the Code and the Listing Rules.

The Board has determined that Sheena Henderson and Rich Frank

are independent directors .

Nomination and Appointment of Directors

The Board is responsible for identifying and recommending

candidates . Directors may also be nominated by shareholders under

the Listing Rules .

A director may be appointed by ordinary resolution and all directors

are subject to removal by ordinary resolution .

The Board may at any time appoint additional directors . A director

appointed by the Board shall only hold office until the next annual

meeting of the Company but shall be eligible for election at that meeting .

One third of directors shall retire from office at the annual meeting

each year . Under the new NZX Listing Rules which will apply to Moa

from 1 July 2019, a director must not hold office past the third annual

meeting at which they were elected or three years, whichever is

longer, but are eligible for re-election by shareholders .

Disclosure of Interests by Directors

The Code sets out the procedures to be followed where directors

have an interest in a transaction or proposed transaction or are faced

with a potential conflict of interest requiring the disclosure of that

conflict to the Board. Moa maintains an Interests register in which

particulars of certain transactions and matters involving directors are

recorded . The Interests register for Moa is available for inspection at

its registered office.

Directors’ Share Dealings

The Company has adopted a Securities Trading policy, which sets out

the procedure to be followed by directors, staff and associates trading

in Moa listed securities, to ensure that trades are not made while that

person is in possession of material information which is not generally

available to the market . Details of directors’ share dealings during the

12 months to 31 March 2019 are outlined on pages 40 - 42 .

Directors’ and Officers’ Gender Composition

20192018

MALEFEMALEMALEFEMALE

Directors4141

Officers5050

Total9191

The Board recognises that along with relevant skills, diversity is a key

driver of effective board performance . As the Moa business evolves

the Board is committed to creating diversity among Directors while

preserving the right mix of skills .

Indemnification and Insurance of Directors

and Officers

The Company has directors’ and officers’ liability insurance with

AIG Insurance New Zealand Limited which ensures that generally,

directors and officers will incur no monetary loss as a result of

actions undertaken by them . The Company entered into an indemnity

in favour of its directors under a Deed dated 10 October 2012 .

Board Committees

The Board has two formally constituted committees . These

committees, established by the Board, review and analyse policies

and strategies which are within their terms of reference . The

Committees examine proposals and, where appropriate, make

recommendations to the Board . Committees do not take action or

make decisions on behalf of the Board unless specifically authorised

to do so by the Board .

Audit and Risk Committee

The Audit and Risk Committee is responsible for overseeing risk

management, treasury, insurance, accounting and audit activities of

Moa, reviewing the adequacy and effectiveness of internal controls,

meeting with and reviewing the performance of external auditors,

making recommendations on financial and accounting policies,

and reviewing external financial and performance reporting and

disclosures .

The members of the Audit and Risk Committee are Craig Styris

(Chair), Richard Frank, and Sheena Henderson .

Nominations and Remuneration Committee

The Nominations and Remuneration Committee operates within the

full Board and is responsible for overseeing management succession

planning, establishing employee incentive schemes, reviewing

and approving the compensation arrangements for the executive

directors and senior management, and recommending to the full

Board the remuneration of directors .

Remuneration

Remuneration of directors and executives is the key responsibility of

the Nominations and Remuneration Committee . Details of directors and

executives’ remuneration and entitlements are set out on pages 40 - 42 .

MOA GROUP LIMITED ANNUAL REPORT 2019
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Directors’ Remuneration

Directors’ fees have been fixed at $75,000 per annum for the

executive chair, $40,000 per annum for the chair of the Audit & Risk

committee and $40,000 per annum for other directors . To provide for

flexibility, shareholders have previously approved an aggregate cap

on non-executive directors’ fees of $300,000 for the purpose of the

Listing Rules .

The directors have agreed to apply 20% of their after-tax directors’

fees to the purchase on-market, or by subscription under the Listing

Rules, of shares in lieu of a cash payment . If required to ensure

compliance with the Takeovers Code, some or all such shares may

be issued to directors, and immediately reclassified on acquisition, as

unlisted non-voting shares that otherwise have the same rights and

rank equally as ordinary shares .

The directors are also entitled to be reimbursed for all reasonable

travel, accommodation and other expenses incurred by them in

connection with their attendance at board or shareholder meetings,

or otherwise in connection with Moa’s business .

Via the Business Bakery LP then subsequently Southern Skies

Holdings Limited, Moa Group entered into an agreement for

discretionary consulting services of Geoff Ross (Executive

Chairman) for $50,000 per annum . Under the agreement Moa paid a

consulting fee of $36,166 for the year ended 31 March 2019 .

Managing Risk

The Board has overall responsibility for the Company’s system of

risk management and internal control and has procedures in place to

provide effective control within the management and reporting structure .

Financial Statements are prepared monthly and reviewed by the

Board progressively during the period to monitor performance

against budget goals and objectives . The Board also requires

managers to identify and respond to risk exposures .

A structured framework is in place for capital expenditure, including

appropriate authorisations and approval levels .

The Board maintains an overall view of the risk profile of the

Company and is responsible for monitoring corporate risk

assessment processes .

Disclosure

The Company adheres to the NZX continuous disclosure requirements

which govern the release of all material information that may affect

the value of the Company’s listed shares . The Board and senior

management team have processes in place to ensure that all material

information flows up to the Executive Chair with a view to consultation

with the Board and disclosure of that information if required .

Auditor

KPMG acts as auditor of the company and has undertaken the

audit of the financial statements for the year ending 31 March 2019.

Particulars of the audit and other fees paid during the period are set

out on page 30 .

MOA GROUP LIMITED ANNUAL REPORT 2019
11

DIRECTORS’ REPORT

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 and CEO

Craig Styris

Non-Executive Director

MOA GROUP LIMITED ANNUAL REPORT 2019
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© 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

17 to 38:

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.

© 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

17 to 38:

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.

MOA GROUP LIMITED ANNUAL REPORT 2019
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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.

MOA GROUP LIMITED ANNUAL REPORT 2019
14

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 report

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

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

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

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

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

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the 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.

MOA GROUP LIMITED ANNUAL REPORT 2019
15

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

MOA GROUP LIMITED ANNUAL REPORT 2019
16

For the year ended 31 March 2019

FINANCIAL

STATEMENTS

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Moa Group Limited

Consolidated Statement Of Comprehensive Income

For the year ended 31 March 2019

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Moa Group Limited

Consolidated Statement of Financial Position

For the year ended 31 March 2019

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Moa Group Limited

Consolidated Statement of Movements in Equity

For the year ended 31 March 2019

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Moa Group Limited

Consolidated Statement of Cash Flows

For the year ended 31 March 2019

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Moa Group Limited

Notes to the Financial Statements

For the year ended 31 March 2019

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SHAREHOLDER AND

STATUTORY INFORMATION

Company shares

The Company’s ordinary shares are listed on the main board of the equity security market operated by NZX Limited . On 13 June 2019 the Company

had issued voting securities comprising 83,430,708 fully paid, ordinary shares (excluding 53,475 ordinary shares held as treasury stock) .

Twenty Largest Registered Shareholders

The following table shows the names and holdings of the 20 largest registered holdings of listed ordinary shares of the Company as at 13 June 2019:

Notes:

1 “Pioneer Capital” includes shares held by Pioneer Capital I Nominees Limited, Pioneer Capital Moa Limited, Pioneer Capital Management

Limited and Pioneer Capital Curtis Limited .

2 “Geoff Ross” includes shares held by his family trust and by Moa Investments (2014) Limited .

3 Allan Scott Wines & Estates includes shares held by the company and those held jointly by Allan and Catherine Scott .

4 “Jason Rubright” includes shares in his own name and those jointly held .

INVESTORNOTESSHARES HELD

% OF ISSUED

SHARES

Pioneer Capital I Nominees Limited1 12 ,15 6 , 517 14 .56

Geoff Ross2 8,828,119 10 .57

David Gerald Poole & Warren James Ladbrook & Gaylene Johanne Cadwallader3 3,269,459 3 .92

Allan Scott Wines & Estates Limited 3 ,167,12 8 3 .79

Lucien Nicholas Law 2,965,063 3 .55

Cook Property Group Limited 2,631,579 3 .15

Montezemolo Holdings Limited 1,794,230 2 .15

Richard Frank & Leslie Frank 1,651,937 1 . 98

Paul Richard Robinson 1,561,986 1 . 87

David Bruce Lugton 1,558,974 1 . 87

Lucien Nicholas Law & Stacey Susan Law & Paul Richard Robinson

(Ika-Roa Investment a/c)

1,502,814 1 . 80

Paul Richard Robinson & Susannah Clare Robinson & Lucien Nicholas Law

(El Pilar A1 a/c)

1,502,814 1 . 80

Keano's Trustee Company Limited 1,290,708 1 . 55

Stephen Sinclair & Jacqueline Sinclair & Roger Wallis (Sinclair Investment) 1,261,382 1 .51

Justin Matthew Bade & Dorota Agata Bade & Rca Trustees 2016 Limited (Bade Family) 1,211,463 1 . 45

Custodial Services Limited <4 a/c> 1,148,357 1 . 38

FNZ Custodians Limited 1,065,746 1 . 28

Jason Rubright4 920,047 1 .10

Pamela Lugton 831,454 1 . 00

Sky Hill limited 79 9,974 0 . 96

Tot al 51,119,751 61.23

MOA GROUP LIMITED ANNUAL REPORT 2019
41

Substantial Product Holders

This information is given pursuant to the Financial Markets Conduct Act 2013 .

As at 31 March 2019, the Company had 68,226,886 quoted shares on issue (excluding 53,475 shares held as treasury stock) .

Spread of Shareholders at 13 June 2019

SUBSTANTIAL SECURITY HOLDERNOTESSHARES HELD

Pioneer Capital I Nominees Limited1 12 ,15 6 , 517

Ross Venture Trust2 8,828,119

NOTESSHARES

Craig Styris112,188,412

Geoff Ross8,828,119

David Poole3,269,459

Rich Frank1,651,937

John Ashby31,920

Sheena Hendersonnil

SIZE OF HOLDINGINVESTORSSECURITIES% ISSUED CAPITAL

1 to 1000170 122,609 0 .15

1001 to 5000708 1, 9 2 5 ,115 2 .31

5001 to 10000322 2,342,200 2 .81

10001 to 50000413 8 , 8 4 5 ,172 10 .6

50001 to 10000052 3,737,070 4 . 48

100001 and Over78 66,512,017 79 .67

Tot al1743 83,484,183 100

Statement of Directors’ Relevant Interests

Directors held the following relevant interests in equity securities in the Company as at 31 March 2019:

Notes:

1 “Pioneer Capital” includes shares held by Pioneer Capital I Nominees Limited, Pioneer Capital Moa Limited, Pioneer Capital Management

Limited and Pioneer Capital Curtis Limited .

2 “Ross Venture Trust” includes shares held directly and by Moa Investments (2014) Limited .

Notes:

1 Relevant interest in listed ordinary shares and unlisted non-voting shares as beneficial owner jointly with Amanda Styris in shares held by

Styris Investments Limited and also a relevant interest in the shares held by Pioneer Capital .

MOA GROUP LIMITED ANNUAL REPORT 2019
42

Directors’ Remuneration and Other Benefits

The names of the directors of the Company who held office during the year ended 31 March 2019 and the details of their remuneration and value

of other benefits received for services to Moa Group Limited for the period ended on 31 March 2019 were:

Entries Recorded in the Interests Register

The following entries were recorded in the Interests register of the Company during the period to 31 March 2019 .

NOTES$

NATURE OF

REMUNERATION

Geoff Ross1115,617

Management Fees & Share

Options

Craig Styris240,000Director Fees

John Ashby312,500Director fees

David Poole440,000Director fees

Sheena Henderson40,000Director fees

Rich Frank529,677Director fees

Sheena Henderson20,000

Director fees

NUMBER OF SHARES

ACQUIRED

NATURE OF

RELEVANT INTEREST

CASH CONSIDERATION PAID

DATE OF

ACQUISITION

OR DISPOSAL

David Pool242,275Voting sharesn/a6/06/18

David Pool265,765Voting sharesn/a7/06/18

David Pool8 0 7,75 3Voting shares420,0327/06/18

David Pool389,706Voting sharesn/a8/06/18

Craig Styris8,354Voting sharesn/a13/07/18

Craig Styris6,502Voting sharesn/a26/03/19

David Poole115,000Voting shares5 7, 5 0 011 Jan 2018

David Poole4 3 4,197Voting shares2 3 0,12430 Jan 2018

Notes:

1 Paid to The Business Bakery LP and Southern Skies and disclosed as “Director remuneration”

2 Paid to Pioneer Capital and disclosed as “Director renumeration”

3 Paid to 1st Seed Capital Ltd and disclosed as “Director renumeration”

4 Paid to Strategy in Action Ltd and disclosed as “Director renumeration”

5 Paid in Shares to Rich Frank and disclosed as “Directors remuneration”

MOA GROUP LIMITED ANNUAL REPORT 2019
43

Other Directorships and Shareholdings

The following represents the interests of directors in other companies as at 31 March 2019 disclosed to the Company and entered

in the Interests Register:

Directors’ Remuneration

The chair received an annual fee of $75,000, the chair of the Audit and Risk committee received an annual fee of $40,000, while the remaining

directors were each entitled to receive an annual fee of $40,000 . Actual fees received in the period to 31 March 2019 are stated above under the

heading ‘Directors’ remuneration and other benefits.

Via the Business Bakery LP, then subsequently Southern Skies Holdings Limited, Moa Group Limited entered into an agreement for

discretionary consulting services of Geoff Ross (Executive Chairman) for $50,000 per annum . Under the agreement Moa paid a consulting fee

of $36,166 in the year to 31 March 2019 .

In addition Geoff Ross exercised 100,000 share options, and the aggregate difference between the exercise price and the market price

w a s $17, 3 0 0 .

Indemnity and Insurance

The Company entered an indemnity in favour of its directors under a deed dated 10 October 2012 . The Company has insured all its directors

against liabilities and costs in accordance with section 162(5) of the Companies Act 1993 .

GEOFF ROSS

Trilogy International Limited – Director

Southern Skies Holding Limited - Director

CRAIG STYRIS

Natural Pet Food Group Limited - Shareholder and Director (via Pioneer Capital)

Rockit Group Limited – Shareholder and Director (via Pioneer Capital)

Tom and Luke Group Holdings – Shareholder and Director (via Pioneer Capital)

Wherescape Software Limited – Shareholder (via Pioneer Capital)

Magic Memories Group Holdings Limited – Shareholder (via Pioneer Capital)

Waikato Milking Systems Limited – Shareholder (via Pioneer Capital)

Lifestream Group Limited – Shareholder (via Pioneer Capital)

MoleMap NZ Limited – Shareholder (via Pioneer Capital)

Smartfoods Holdings Limited – Shareholder (via Pioneer Capital)

The Rees Management Limited – Shareholder (via Pioneer Capital)

Laybuy Holdings Limited – Shareholder (via Pioneer Capital)

DAVID POOLE

NIL

SHEENA HENDERSON

Natural Pet Food Group Limited – Director

Cluster Consulting Group – Managing Director

Young Enterprise Trust – Trustee

RICH FRANK

First Media LLC, USA - Director

American Film Institute - Trustee & Board Vice Chair

MOA GROUP LIMITED ANNUAL REPORT 2019
44

Employees’ Remuneration

During the period, the number of employees, not being directors of the Company, who received remuneration and the value of other benefits

exceeding NZ$100,000 was as follows:

Remuneration Range

REMUNERATION RANGE $NZ ‘000NUMBER OF EMPLOYEES

100-1101

120 –1302

220–2301

260–2701

NZX Waivers

Moa Group Ltd will be transitioning to the new NZX Listing Rules dated 1 January 2019 on 1 July 2019, and has relied on the class waiver

granted by NZX on 19 November 2018 in relation to the transition .

Audit Fees

The amount payable to KPMG as auditor of the Company are set out in the notes to the financial statements.

MOA GROUP LIMITED ANNUAL REPORT 2019
45

Directors

Geoff RossExecutive Chairman

David Poole

Non Executive

Director

Craig Styris

Non Executive

Director

Sheena HendersonIndependent Director

Richard FrankIndependent DirectorEffective 1 August 2018

Lucien LawExecutive DirectorEffective 1 April 2019

Paul RobinsonExecutive DirectorEffective 1 April 2019

Financial Calendar

Interim results announcedNovember

Interim report publishedDecember

End of financial year31 March

Annual results announcedMay

Annual report publishedJune

Registered Office and Address for Service

Shop 6, 46 Maki Street, Westgate, Auckland, 0814, New Zealand

Phone +64 9 367 9841 www.moabeer.com


Auditor

KPMG


Banker

Bank of New Zealand


Lawyers

Chapman Tripp


Company Publications

Company informs investors of the Company’s business and operations

by issuing an Annual report and an Interim Report .

Share Register and Shareholder Enquiries

Shareholders with enquiries about transactions or changes of address

should contact the share register

Link Market Services Limited

Level 7, Zurich House, 21 Queen Street, Auckland, PO Box 91976,

Auckland 1142

Phone +64 9 375 5998 | Facsimile +64 9 375 5990

Other questions should be directed to the Company’s Secretary at the

registered address .

Stock Exchange

The company’s shares trade on the NZX main board equity security

market operated by NZX Limited under the stock code MOA .

CORPORATE DIRECTORY

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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