Moa Group Limited Issue 2019 Annual Report
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
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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
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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
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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
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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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