Moa Group Limited Chairman s and CEO s Report For the 6 months ended 30 September Revenue. Dear fellow Shareholder and Moa Hunter.

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2 Moa Group Limited Chairman s and CEO s Report For the 6 months ended 30 September 2015 Dear fellow Shareholder and Moa Hunter. Welcome to the half year report for the six months to 30 September, We are pleased to report significant growth in all key measures of our business, compared with the same period last year. Whilst we believe the steps in building a business start with gaining sales momentum, which Moa has demonstrated, the sequence of steps then require building gross margin and strongly controlling expenses while continuing to build sales revenue. This creates a trajectory that leads to profitability. Moa is now clearly on this trajectory, as the key measures in this report will outline. Going through this sequence with reference to the past six months, we will give updates on sales revenue, market share, gross margin and operating costs. These financial statements already show the positive impact our hard work in these areas has achieved. We will then also give a summary of our cash position, cover each of our key markets and our brewing strategy. Revenue Revenue for the period was $3.3 m, up 32% from $2.5 m of last year. This reflects the higher proportion of sales made up from our New Zealand market, which are of styles of beer that are lower value per unit than our exports. We believe the current product and market mix is likely to continue. Market Share As with last year, we have taken a reading on MOA s market share using AC Nielsen s NZ Grocery Scan data. This data showed that craft beer category is growing at 15% per annum in New Zealand. By comparison our Moa brand is growing at 61%, over four times this rate. Below are two graphs which illustrate this. The first showing performance against corporate craft brands, the second against New Zealand owned craft brands. Moa now has both the Number 1 and 2 selling craft beer products in New Zealand. Volume Sold Volumes for the period were 977,904 litres. In bottle terms this is close to 3 million bottles, up 43% from 684,000 litres in the same period last year. We should note here, that the period just completed is the slower of the two halves of our financial year. We expect further significant increases as we head into the southern hemispheres warmer period and in fact, current trading confirms this. In context of previous periods, this is shown as below.

3 Gross Margin As shown on page 5 of this interim report, gross profit of $965,000 was a 98% lift from the same period last year of $486,000. Similarly, gross margin percentage increased to 29.0% from 19.7% over this same period. Improvements in our cost of goods, have driven these gains, as well as the sales growth and we look forward to the contribution these will make over the coming, busier period through to the end of our financial year. Operating Costs Also on page 5, we can see a reduction in operating costs. A reduction of 28 %, has bought operating costs down from $3.75 m to $2.70 m. We believe this new, lower cost structure can be maintained, throughout all trading periods. Moving towards Profit Increasing sales, improving margin and reduced operating costs, also improved the bottom line significantly. As we continue to invest and build our brand, net losses for the six months were $1.7 m. This represents a 47% improvement on the six month prior which recorded a loss of $3.2 m. The board is focussed on ensuring bottom line performance continues to improve driven by increased sales, better margins and tight control of costs. The brewing strategy operating across two breweries is one that suits our business model well. The Moa Brewery in Blenheim, continues to create our Reserve and Estate ranges, while the higher volume beers and cider in the Classic range are produced by our contract brewing partner. We believe this arrangement adds value as well as flexibility to our business. We hope you as a fellow Moa Hunter, see the improvements we have reported here delivering not only positive growth, but now also build confidence that the trajectory we are on will take Moa Group from its investment stage, through to profitability. This time of the year, is a very important one in brewing. Summer is going well for the company so far and we look forward to reporting to you again with more good news, as we near our financial year end. All the best for your own summer and from the team here at MOA have a safe and refreshing break. Cash position At the end of this period, the company has a cash position of $1.8 m. Leading up to the end of the first half period, Moa has utilised prior cash reserves to build stock as we enter our seasonal peak summer selling months. We expect this stock position to unwind over the coming months. The focus markets for Moa, remain New Zealand and Australia where our channel to market includes our own sales team. This strategy will continue to be in place in the near and medium term. In other off-shore markets such as the USA, China, Brazil and Singapore we work with third party distributors and a lower resource, lower cost model. These markets continue to perform well. Geoff Ross CEO Ashley Waugh - Chairman

4 Moa Group Limited Interim Report for the six months ended 30 September 2015

5 Moa Group Limited Index to the Financial Statements 30 September 2015 Page Unaudited Interim Statements of Comprehensive Income 5 Unaudited Interim Statements of Financial Position 6 Unaudited Interim Statements of Movement in Equity 7 Unaudited Interim Statements of Cash Flows 8 Notes to the Financial Statements

6 Moa Group Limited Unaudited Interim Statements of Comprehensive Income For the 6 months ended 30 September 2015 Notes 6 months ended 6 months ended 12 months ended 30 September September March 2015 $'000 $'000 $'000 Revenue 3,329 2,462 6,059 Cost of sales (2,364) (1,976) (4,949) Gross profit ,110 Other gains / (losses) (7) Expenses: Distribution (575) (684) (1,473) Administration (1,092) (985) (1,852) Sales and Marketing (1,090) (1,700) (3,220) Other Expenses - (438) (306) Finance income and expenses Total expenses (2,702) (3,748) (6,686) Profit/(Loss) before income tax (1,685) (3,214) (5,583) Income tax expense Profit/(Loss) for the period (1,685) (3,214) (5,583) Other comprehensive income Total comprehensive loss for the period (1,685) (3,214) (5,583) Losses per share for loss attributable to the ordinary equity holders of the Company during the period: Basic losses (cents per share) (3.5) (9.5) (13.6) Diluted losses (cents per share) (3.5) (9.5) (13.6) Note: All profit/(loss) and total comprehensive profit/(loss) is attributable to the Parent Company shareholders and is from continuing operations. The above statement of comprehensive income should be read in conjunction with the accompanying notes 5

7 Moa Group Limited Unaudited Interim Statement of Financial Position As at 30 September 2015 As at As at As at 30 September September March 2015 Notes $'000 $'000 $'000 ASSETS Current assets Cash and cash equivalents 1,795 6,782 3,757 Trade and other receivables 1,783 1,766 1,758 Inventories 1,628 1,335 1,553 Total current assets 5,206 9,883 7,068 Non-current assets Plant and equipment 6 3,023 2,865 2,784 Intangibles Total non-current assets 3,603 3,400 3,332 Total assets 8,809 13,283 10,400 LIABILITIES Current liabilities Trade and other payables 1,641 2,048 1,575 Total current liabilities 1,641 2,048 1,575 Total liabilities 1,641 2,048 1,575 Net assets 7,168 11,235 8,825 EQUITY Contributed equity 8 22,034 22,049 22,006 Reserves Accumulated losses (14,891) (10,837) (13,206) 7,168 11,235 8,825 The Board of Directors authorised the statements presented on pages 5 to 15 for issue on 26 November For and on behalf of the Board Ashley Waugh Chairman of the Board John Ashby Chairman of the Audit and Risk Committee The above interim statement of financial position should be read in conjunction with the accompanying notes. 6

8 Moa Group Limited Unaudited Interim Statements of Movements in Equity For the 6 months ended 30 September 2015 Attributable to equity holders of Moa Group Limited Share Accumulated Total capital losses Reserves equity Note $'000 $'000 $'000 $'000 Opening balance as at 1 April ,440 (7,741) 129 8,828 Total comprehensive loss for the period - (3,214) - (3,214) Share based payments Redeemable shares redeemed (118) - Redeemable shares vested 23 (23) - Net proceeds from placement and rights issue 5, ,563 Issue of shares in lieu of directors' fees Balance as at 30 September ,049 (10,837) 23 11,235 Opening balance as at 1 April ,440 (7,741) 129 8,828 Total comprehensive loss for the period - (5,583) - (5,583) Share based payments Redeemable shares redeemed 118 (118) - Redeemable shares vested 23 - (23) (0) Net proceeds from placement and rights issue 5, ,520 Issue of shares in lieu of directors' fees Balance as at 31 March ,006 (13,206) 25 8,825 Opening balance as at 1 April ,006 (13,206) 25 8,825 Total comprehensive loss for the period - (1,685) - (1,685) Issue of shares in lieu of directors' fees Balance as at 30 September ,034 (14,891) 25 7,168 The above interim statements of movements in equity should be read in conjunction with the accompanying notes. 7

9 Moa Group Limited Unaudited Interim Statements of Cash Flows For the 6 months ended 30 September 2015 Notes 6 months ended 6 months ended 12 months ended 30 September September March 2015 $'000 $'000 $'000 Cash flows from operating activities Receipts from customers 4,432 3,679 8,824 Payments to suppliers and employees (6,230) (6,188) (14,199) Interest received Interest paid Direct/indirect taxation received/(paid) (68) Net cash inflow / (outflow) from operating activities 11 (1,577) (2,447) (5,350) Cash flows from investing activities Payments for plant and equipment (386) (553) (474) Payments for intangibles (44) Sale of plant and equipment Net cash inflow / (outflow) from investing activities (386) (407) (486) Cash flows from financing activities Net proceeds from issue of shares - 5,563 5,520 Net cash inflow / (outflow) from financing activities - 5,563 5,520 Net Increase/(decrease) in cash and cash equivalents (1,963) 2,709 (316) Cash and cash equivalents at the beginning of the period 3,757 4,073 4,073 Cash and cash equivalents at end of period 1,794 6,782 3,757 The above interim statements of cash flows should be read in conjunction with the accompanying notes. 8

10 1 General information Moa Group Limited ( the Parent or Company ) and its subsidiary (together the Group ) operate in the beverage sector, brewing and distributing super premium craft beer and cider. The Company has operations in New Zealand and sells predominantly to the New Zealand market, with a focus on growing exports to Australia and sales to other international markets. The Group s business is highly seasonal with the October to March period representing a disproportionate share of revenue and cash receipts. The address of its registered office is 70 Richmond Road, Grey Lynn, Auckland, These consolidated interim financial statements have been approved for issue by the Board of Directors on 26 November Basis of preparation of half year report The Group consists of profit-oriented companies and the condensed consolidated interim financial information for the six months ended 30 September 2015 has been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP). These financial statements comply with NZ IAS 34 Interim Financial Reporting and with International Accounting Standard 34 (IAS 34). The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the period ended 31 March 2015, which have been prepared in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS). 3 Summary of significant accounting policies The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March There are no new accounting standards, or amendments to existing standards that are effective for the year ending 31 March 2016, which are expected to have a material impact on the Group. 4 Segment information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. Although certain geographies do not currently meet the NZ IFRS 8 quantitative thresholds, management has concluded that these segments should be reported as they are closely monitored by the chief operating decision maker as potential growth segments and are expected to materially contribute to Group revenue in the future. The chief operating decision maker assesses the performance of the operating segments based on a measure of EBITDA (Earnings before interest, taxation, depreciation and amortisation). This measurement basis excludes the effects of non-recurring expenditure from operating segments. Interest income and costs are not allocated to segments as this type of activity is driven by the Group s head office function which manages the cash position of the Group. Head office costs are allocated to New Zealand as this segment represents the largest proportion of the Group s sales.

11 The segment information provided to the chief operating decision maker for the reportable segments is as follows: 6 months ended 30 September 2014 New Zealand Australia US Rest of World Total $'000 $'000 $'000 $'000 $'000 Segment revenue 1, ,462 EBITDA (2,092) (381) (260) 8 (2,725) Depreciation and amortisation Expenditure on fixed and intangible assets months ended 31 March 2015 New Zealand Australia US Rest of World Total $'000 $'000 $'000 $'000 $'000 Segment revenue 5, ,059 EBITDA (4,150) (752) (258) (25) (5,185) Depreciation and amortisation Expenditure on fixed and intangible assets months ended 30 September 2015 New Zealand Australia US Rest of World Total $'000 $'000 $'000 $'000 $'000 Segment revenue 2, ,329 EBITDA (1,425) (261) (1,616) Depreciation and amortisation Expenditure on fixed and intangible assets *EBITDA Earnings before interest, tax, depreciation and amortisation. A reconciliation of EBITDA to the Group s loss before tax for the year is as follows: 6 months ended 6 months ended 12 months ended 30 September September March 2015 $'000 $'000 $'000 EBITDA for reportable segments (1,616) (2,725) (5,185) Depreciation and amortisation (126) (108) (253) Loss on disposal of assets - (2) (4) Finance income and expense Other expenses - (438) (306) Loss before income tax (1,685) (3,214) (5,583) Revenues from external customers are derived from sale of goods in the beverage sector. The total of non-current assets is $3,603,000 (31 March 2015: $3,332,000; 30 September 2014: $3,400,000), all of which are located in New Zealand. Segment assets and liabilities are not included within the reporting to the chief operating decision maker and hence have not been included within the segment information tables above.

12 5 Other gains/(losses) 6 months ended 6 months ended 12 months ended 30 September September March 2015 $'000 $'000 $'000 Foreign exchange gains/(losses) 8 45 (12) Gains/(losses) on disposal of assets - (2) (4) Sundry income Total (7) 6 Plant and equipment 6 months ended 6 months ended 12 months ended 30 September September March 2015 $'000 $'000 $'000 Opening net book amount 2,784 2,565 2,565 Additions Disposals - (148) (146) Depreciation charge (121) (108) (253) Closing net book amount 3,023 2,865 2,784 7 Intangible assets 6 months ended 6 months ended 12 months ended 30 September September March 2015 $'000 $'000 $'000 Opening net book amount Additions Amortisation (5) - - Closing net book amount The Group s intangible asset is the resource consent issued for the Group s brewery in Blenheim. The consent costs are amortised over the life of the consent.

13 9 Contributed equity The total number of authorised ordinary shares is 47,738,334 (47,222,134 voting shares and 558,234 non-voting shares). 100,000 redeemable shares have been issued. All issued shares are fully paid. Ordinary Unlisted non voting Redeemable Contributed Shares $000s Shares $000s Shares $000s Capital $000s At 1 April ,324,139 16,360 16, ,407, ,440 Redeemable shares converted 75, (75,862) (61) 23 Redeemable shares cancelled (1,232,000) Placement shares 1,315, Rights issue shares 15,916,145 5,252 5,252 Issue costs (189) (189) Non voting shares converted 16, (16,499) (19) Shares issued to directors 52, At 30 September ,700,883 22, ,000 22,049 Issue costs (43) (43) At 31 March ,700,883 22, ,000 22,006 Shares issued to directors 37, , Voting shares converted (1) (516,200) 516,200 At 30 September ,222,134 22, , ,000 22,034 Note (1) Certain ordinary share purchased on-market by an executive of the company were converted to unlisted nonvoting shares to meet Takeovers Code requirements The vested redeemable shares and the unlisted non-voting shares issued to directors were also entitled to distributions and therefore have been included within contributed equity in the appropriate periods. Post IPO redeemable shares (and additional ordinary shares) The 100,000 unlisted redeemable shares and an additional 50,000 ordinary shares were issued to a senior executive of the Group. The Group loaned the executive $125,000 and $16,500 to be able to subscribe for these shares subject to certain vesting conditions. The vesting conditions have been met but since the date of these financial statements the executive has elected not to proceed with the purchase. The 100,000 redeemable shares have been redeemed by the group and the 50,000 additional shares will be sold on market as soon as the group is able to do so. One loan has been cancelled and the proceeds from the sale of 50,000 ordinary shares will be applied to the second loan. Listed and unlisted non-voting shares The terms of appointment of directors stipulates they take 20% of their fees in shares at market prices instead of cash although under the terms of the Parent s constitution directors can elect to receive all fees by way of Group shares. To comply with the Takeovers Code, The Business Bakery LP on behalf of Grant Baker and Geoff Ross and Pioneer Capital on behalf of Craig Styris have elected to take either listed or non-listed non-voting ordinary shares in lieu of directors fees where necessary. The non-listed non-voting ordinary shares have the same rights and terms and rank equally with ordinary shares except they do not carry voting rights. They can be reclassified as listed voting shares by notice from the holder to the Company. Unlisted non-voting shares issued to directors during the current period were: The Business Bakery LP 21,017 Pioneer Capital 21,017 Total 42,034 MOA Employee Share Option Plan

14 On the 30 th July 2015 the directors issued 1,220,000 options allowing eligible staff to subscribe for ordinary shares in the company at a price of $0.282 (being the 20-day Volume Weighted Average Price of MOA shares on the date of issuance). The options have been valued using the Black-Scholes pricing model and vesting occurs in equal traches on the first to third anniversaries of the date of issuance while the eligible employees remain in full time employment with the Group. At 30 th September the portion of the value of the options cost which has accrued is immaterial and has not been recognised in these financial statements. 10 Related party transactions (a) Directors The Directors during the period were: Date of appointment Date of resignation Ashley Waugh Independent Chairman 29 January 2015 Independent Director 30 September January 2015 Grant Baker Chairman 27 August January 2015 Non-Executive Director 29 January September 2015 Geoff Ross Chief Executive Officer 27 August 2012 Craig Styris Non-Executive Director 27 August 2012 Allan Scott Non-Executive Director 27 August 2012 David Poole Executive Director 17 September 2015 John Ashby Independent Director 28 January 2015 (b) Board and key management remuneration Chief Executive Officer Geoff Ross and former Non-Executive Director Grant Baker charge the Group for directors fees through associated companies, The Business Bakery LP and Southern Skies Ltd. Craig Styris directors fees are charged through Pioneer Capital Management Ltd and director fees for the period were payable to Ashley Waugh, John Ashby and Allan Scott. Under the agreement between Moa Group Limited and The Business Bakery LP dated 10 October 2012, The Business Bakery LP provided executive services to the Group during the period, including access to the CEO for a fee of $80,000 (31 March 2015: $240,000; 30 September 2014: $120,000). David Poole received fees in the period totalling $90,000 for market development and consulting services through an associated company 1 st Seed Ltd.

15 6 months ended 6 months ended 12 months ended 30 September 30 September 31 March $000 $000 $000 Directors fees Management services Senior employees short term benefits Share based payments Total ,182 (c) Other transactions (i) With its major shareholders The Business Bakery LP charged for serviced office accommodation and parking to the Group at its premises in Quay Street, Auckland totalling $78,289 for the period (31 March 2015: $167,000; 30 September 2014: $86,000). The Business Bakery LP was reimbursed for purchases made on behalf of the Group during the year of $18,589 (31 March 2015: $9,000; 30 September 2014: $7,000). Moa Brewing Company leases its Jackson Road, Marlborough premises from Allan Scott Wines & Estates Ltd ( ASWEL ) under a Deed of Lease agreement dated 17 September ASWEL also provides various warehousing, maintenance, and production services to the company pursuant to a services agreement dated 17 September Costs charged under these arrangements totalled $18,975 for the period (31 March 2015: $36,000; 30 September 2014: $5,000. (ii) With its employees A senior executive has been provided with an unsecured loan of $59,000 to purchase shares in the company. Interest is charged at market rates and the loan is repayable over three years. A senior executive was provided with an interest free limited recourse loan of $16,500 to purchase shares in the company as part of a rights issue. As at As at As at 30 September 30 September 31 March $000 $000 $000 Receivables from related parties: ASWEL Senior executive Closing balance Payables to related parties: Non-executive directors st Seed Ltd The Business Bakery LP Southern Skies Ltd Independent directors Closing balance

16 11 Reconciliation of loss after income tax to net cash flows from operating activities 6 months ended 6 months ended 12 months ended 30 September September March 2015 $'000 $'000 $'000 Loss for the period (1,685) (3,214) (5,583) Depreciation and amortisation Loss on disposal of fixed assets Foreign exchange (gains)/losses (8) (45) 12 Shares in lieu of directors' fees Share based payments Movements in working capital: Increase in inventories (75) Decrease in trade and other receivables (20) (Increase)/Decrease in tax provisions Decrease in trade and other payables (505) Net cash outflow from operating activities (1,577) (2,447) (5,350) 12 Capital commitments In 2014 the Group entered into a long term contract brewing agreement with McCashin s Brewery in Nelson. The agreement requires the Group to contribute $1,250,000 of plant and equipment to increase production capacity. As at 30 September 2015 the Group has purchased $1,228,000 of this commitment. 13 Events occurring after balance date There have been no significant events since 30 September 2015.