FOR THE YEAR ENDED
2013
30 JUNE
Contents
C hair man an d C EO Repor t
2
D irec tor s’ Pro f iles
3
C or porat e Gover nanc e
6
D irec t o r s’ Responsibilit y St atemen t
10
F in an c ial Stat ement s
11
I ndependent Au d it o r’s Repor t
45
Shareho ld er and Stat u tor y I nfor matio n
47
C or porat e D irec t o r y
54
S A LV U S S T R A T E G I C I N V E S T M E N T S L I M I T E D A N N U A L R E P O R T 2 0 0 7
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
1
1
Chairman and CEO Report
Dear Shareholders
Since the Veritas listed shell was created at the end of 2011, the Board of Veritas Investments set about looking for a
business or businesses to reverse list, to both take advantage of the value of an existing shareholder base and listed
shell, along with creating an exciting future through acquisition.
In 2012 we announced the conditional purchase of the Mad Butcher Business, which we successfully completed
in May 2013. The time that went into completing the transaction was immense, and we thank the Board and our
advisors for their efforts in delivering the deal within the timeframe.
The Mad Butcher Business was formally acquired on 8 May 2013, and to part fund this acquisition the Company
undertook a capital raise that was significantly over-subscribed. In particular, the Institutional support was solid, with
eight New Zealand Institutional investors joining the share register. We again welcome them to Veritas and Mad
Butcher, along with all new shareholders.
Since completion, the Board and Management have set about bedding down the investment and establish a
foundation for growth, albeit in a competitive and often difficult retail environment. In particular, we are looking to
deliver on our forecast of 4 new Mad Butcher stores in the FY14 financial year. We are well on track to meeting that
target and are already looking beyond.
We are very conscious that with the Mad Butcher Business, we compete against the dominant supermarket duopoly
in New Zealand. The Mad Butcher has never shied away from taking them head-on, and will continue to leverage
their unique offering in that great Kiwi under-dog tradition. That includes having butchers on site, preparing fresh
food every day, including packed on dates on all items and even sharpening customers knives when they ask – try
that at any supermarket!
Our first priority remains focusing on the Mad Butcher Business. We continue to review other opportunities as they
come to hand, and will continue to look for businesses that are complimentary and suit the experience and skill set
of the Board. There are certainly no imminent acquisitions at this time.
We thank you for on-going support. As a shareholder, we hope you have enjoyed, or soon will enjoy, the Mad
Butcher retail experience.
Mark Darrow
Chairman, Veritas Investments Limited 2
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Michael Morton
CEO, Mad Butcher Limited
Director, Veritas Investments Limited
Directors’ Profiles
MARK DARROW
BBus, CA, MinstD
Independent Chairman
Mark Darrow is an experienced businessman and director, specialising in corporate
governance.
Mark has held a number of directorships including Sime Darby Automobiles NZ Limited,
Charlie’s Group Limited, Motor Trade Association, Motor Trade Group Investments
Limited, GE Capital New Zealand Funding, VnC Cocktails Limited, the New Zealand Motor
Industry Training Organisation (MITO) and several private interest companies. Mark has
also held a number of senior executive positions including as Managing Director for
Continental Car Services and Sime Darby, General Manager of Peugeot New Zealand and
CEO for PGG Wrightson Finance Limited.
Mark was heavily involved in the 2011 sale of Charlie’s Group Limited to Asahi Group,
the mergers of MITO with EXITO and Tranzqual, the sale of PGG Wrightson Finance
Limited to Heartland New Zealand Limited, and the pending sale of Vehicle Testing
Group to Dekra SE.
Mark chaired the Finance and Audit Committee for Charlie’s Group Limited and MITO and
currently chairs the Audit Committee for Veritas. He is also on the Audit Committee for
the Motor Trade Association.
Mark is a member of the New Zealand Institute of Chartered Accountants and a member
of the New Zealand Institute of Directors.
TI M C O O K
MInstD
Non-Executive Director
Tim Cook is Managing Director of Collins Asset Management Limited, an Auckland
based private equity and investment company. Collins Asset Management Limited has a
number of investments in medical, technology, property, executive recruitment and the
motor industry.
Tim has been with Collins Asset Management Limited since 2003, when he was initially
a business advisor to the Chairman, and subsequently became a Director and CEO of
Primecare Retirement Villages. He then oversaw the sale of that business in 2005,
following which Collins Group became a private equity organisation.
Tim is a director of a number of companies within and outside of Collins Group of which
Collins Asset Management is a member. These include Cook Executive Recruitment,
Auckland Heart Group Limited, Team McMillan BMW Limited, Team McMillan MINI
Limited and Rolls Royce. He is also chairman of Safer Sleep NZ and USA, chairman
of The Heart Institute, NZ’s largest private cardiology practice and chairman of VnC
Cocktails Limited. His earlier management career includes senior retail and operational
management roles in the supermarket, retail, franchising, food and fashion industry
sectors.
From 2006 to 2011 he was a Director of NZX listed Charlie’s Group Limited, representing
Collins Asset Management who was the cornerstone shareholder at 19.69%. He was
a member of the Finance and Audit Committee and Chairman of the Remuneration
Committee. He was heavily involved in its sale to Asahi Group for $129 million in 2011.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
3
DIRECTOR’S PROFILES continued
PHILIP NEWLAND
BCA/LLB (VUW), MS (NYU)
Independent Director
Phil Newland has extensive experience in Australasian businesses and as a director of
both private and public companies.
Phil has a Bachelor of Commerce and Administration and a Bachelor of Law from Victoria
University of Wellington and a Master’s degree in property finance and investment from
New York University.
In his early career, Phil practiced for several years as a corporate and commercial lawyer at
Russell McVeagh. After completing his Master’s degree at New York University, he returned
to New Zealand and joined Cullen Investments Limited where he was Managing Director
from 2001 to 2003. Subsequently, Phil has become a successful private investor while
continuing a professional involvement in a wide range of businesses.
Phil has held several directorships including Abano Healthcare Group Limited, Gen-I
Limited, Pacific Retail Group Limited, NZ Warriors and he is currently a director of Les Mills
Holdings Limited and of litigation funding company LPF Group Limited, which he also
founded.
ST E F A N P R E ST O N
BE (Hons), MBA (Stanford)
Independent Director
Stefan has considerable experience with developing businesses and as a director.
Stefan is owner and principal of Ingenio – an active investment company that manages
several innovative early-stage companies. Ingenio also consults to other companies
primarily in the area of business design and innovation.
In his earlier career as a CEO, Stefan led a number of New Zealand retail and consumer
companies including Pacific Retail Group Limited, Whitcoulls Limited and Bendon Limited.
While CEO at Bendon Limited, the company added operations in Europe, North America
and the Middle East.
Stefan is also a director of the Comfort Group, Magic Memories and an Advisory Board
member of the NZTE Beachheads & Better by Design Programs and KEA.
4
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
MICHAEL MORTON
MBA (Massey)
Executive Director
Michael Morton has extensive management experience and over 12 years’ experience
as CEO of the Mad Butcher Business.
Michael’s first management position was Assistant Manager at Stallone’s Pizza Delivery
Company, a South Island based pizza chain which later became Eagle Boys Pizza. He was
later appointed Operations Manager of that company.
Michael next worked for PepsiCo as Assistant Manager of KFC and then Operations
Manager, before moving to Restaurant Brands New Zealand Limited to become General
Manager of the Pizza Hut business. In 2000, Michael left Restaurant Brands and joined
Mad Butcher Holdings Limited as CEO under Sir Peter Leitch’s ownership. In 2007,
Michael completed the acquisition of Mad Butcher Holdings Limited.
Since Michael joined the Mad Butcher Business as CEO in 2000, the number of Mad
Butcher stores throughout New Zealand has more than doubled to 36.
Following the successful acquisition of the Mad Butcher Business by Veritas, Michael
joined the Board of Veritas and continues his role as CEO of the Mad Butcher Business.
SHANE McKILLEN
Director
Shane McKillen has over 15 years’ experience in New Zealand and overseas establishing
and commercialising start-up businesses across the technology, electricity and alcoholic
beverage sectors.
In 1997 Shane established Netco Communications Limited, a leading EFTPOS technology
and network provider which he sold to Advantage Group in 2000.
In 1998 Shane jointly established Empower Limited, New Zealand’s first and only
independent electricity retailer post industry deregulation in 1996. The business was
acquired by and merged into Contact Energy in 2003.
In 2001 Shane jointly funded and commercialised 42 Below Limited in New Zealand
and set up the distribution of 42 Below in North, Central and South America. 42 Below
Limited was publicly listed in New Zealand in 2003 and was acquired by Bacardi in
December 2006.
In 2007 Shane founded VnC Cocktails Limited, a New Zealand manufacturer of premium
ready to serve cocktails. As Managing Director of VnC, Shane is involved in expanding
the export markets for VnC Cocktails’ products to develop VnC Cocktails into a globally
recognised brand.
Shane joined the Board of Veritas following the successful acquisition of the Mad Butcher
Business.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
5
Corporate Governance Statement
The overall responsibility for ensuring that the
Directors who all have a diverse range of experience
Company is properly managed to enhance investor
and expertise (profiles of the individual Directors can
confidence through corporate governance and
accountability lies with the Board of Directors.
The Board and Management are committed to
ensuring that the Company maintains corporate
this to benefit the Company.
As at 30 June 2013, the Board consisted of:
Mark Darrow
Chairman and Independent Director
operates efficiently and effectively in shareholders’
Stefan Preston
Independent Director
best interests.
Phil Newland
Independent Director
governance structures which ensure that the Company
The Company’s corporate governance processes do
not materially differ from the principles set out in
Tim CookDirector
NZX’s Corporate Governance Best Practice Code. The
Michael Morton Executive Director
Board will continue to monitor best practice in the
Shane McKillenDirector
corporate governance area and update the Company’s
policies to ensure it maintains the most appropriate
standards.
R ole a n d C ompo s i t i o n of
t he B oard
The business and affairs of the Company are managed
under the direction of the Board of Directors, which
has overall responsibility for decision making within
the Company. At a general level, the Board is elected
by the shareholders to:
 Establish the Company’s objectives;
 Develop major strategies for achieving the
Company’s objectives;
 Approve all material transactions relating to the
Group;
 Set investment parameters;
 Monitor management’s performance with respect
to these matters;
 Ensure legislative compliance;
 Communicate with shareholders and other
stakeholders;
 Approve the annual and half-year financial
6
be found on pages 3 to 5, and are committed to use
Simon Wallace ceased to hold office as a Director in
January 2013.
A Director is “independent” when he or she does not
have any direct or indirect interest or relationship
with the Company which could reasonably influence,
in a material way, that Director’s decisions relating
to the Company. The Board will consider all relevant
circumstances when determining independence, but
in accordance with NZX Listing Rules a Director will not
be independent where the Director, or an associated
person of the Director:
 is a substantial security holder in the Company; or
 has a relationship with the Company (other
than being a Director of the Company) under
which the Director or associated person is likely
to derive a substantial portion (generally 10%
or more) of their annual revenue or income from
the Company.
Q u a n t i t a t i ve B reakdow n
of G E N D E R C O M P O SITI O N O F
D i rec t or s a n d O ff i cer s
reports.
Male6
The Board of Directors currently consists of 3
Female0
Independent Directors and 3 Non-Independent
TOTAL6
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Nom i n a t i o n a n d
E t h i cal C o n d u c t
A ppo i n t me n t of D i rec t or s
The Company has adopted a Code of Conduct, which
recommending candidates. Directors may also be
expected of Veritas’ Directors and employees. The
The Board is responsible for identifying and
nominated by shareholders under NZX Listing Rule
3.3.5.
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.
The procedures for the appointment and removal of
Directors are governed by the Company’s constitution.
The constitution provides for one third of the
Company’s Directors (rounded down to the nearest
whole number) to retire and stand for re-election at
every Annual Meeting. The Directors who must retire
are those who have been in office the longest since
last elected or deemed to be elected.
Any increase in the total Directors’ remuneration is
approved by shareholders at the Company’s Annual
Meeting, upon the recommendation of the Board as a
whole. Within that cap approved by shareholders, the
Board is responsible for determining the remuneration
paid to each Director.
D i s clo s u re of I n t ere s t s by
D i rec t or s
The Companies Act 1993 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.
Veritas maintains an Interests Register that contains
all the relevant and material directorships held by
the members of the Board. Entries in the Interests
Register made in the financial year ended 30 June
2013 are shown on pages 49 to 53.
sets out the ethical and behavioural standards
Code of Conduct outlines the Company’s policies
in respect of conflicts of interest, competing
corporate opportunities, maintaining confidentiality
of information, acceptance of gifts and compliance
with laws and Company policies. Procedures for
dealing with breaches of these policies are contained
within the Code of Conduct, which forms part of each
employee’s conditions of employment.
Share D eal i n g s
Veritas’ Directors and employees must comply
with the Company’s Securities Trading Policy and
Procedures, to ensure that no trades in shares are
effected whilst that person is in possession of material
information which is not generally available to the
market.
I n dem n i f i ca t i o n a n d
I n s u ra n ce of D i rec t or s a n d
O ff i cer s
The Company has D&O insurance with Vero which
ensures that generally, Directors and officers will incur
no monetary loss as a result of actions undertaken by
them. The Company has entered into an indemnity in
favour of its Directors for the purposes of Section 162
of the Companies Act 1993.
Shareholder R ela t i o n s
The Company is committed to providing
comprehensive and timely information to its
shareholders. Shareholders are encouraged to
participate in Annual Meetings and the Company
encourages queries from shareholders outside formal
meetings.
B oard P roce s s e s
The Board (past and current members) met formally
14 times for the financial year ended 30 June
2013 for the purpose of reviewing the progress
of the Company, approving communications with
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
7
Corporate Governance Statement Continued
shareholders and the maintenance of all internal
The Company utilises the accounting and
procedures and governance.
administration services of Collins Asset Management
These formal meetings included discussions relating
(associated with Tim Cook) under the management
to the Investment, Audit and Remuneration and
Nominations Committees. There were a number of
informal meetings throughout the financial year, but
these are not included in the following table.
Board Members Meetings Attended
meetings incorporated Audit Committee discussions.
In the financial year ended 30 June 2013, the Audit
Committee had 1 formal meeting. These formal
meetings are intended to continue for 2014.
Audit Committee Members Meetings
Attended
Mark Darrow, Chairman
14
Mark Darrow, Chairman 1
Tim Cook
14
Tim Cook
1
Stefan Preston (appointed January 2013)9
Phil Newland (appointed January 2013)1
Phil Newland (appointed January 2013)8
Simon Wallace (resigned January 2013)0
Simon Wallace (resigned January 2013)5
Michael Morton (appointed May 2013)2
Shane McKillen (appointed May 2013)2
C omm i t t ee s
The Board has 3 formally constituted committees.
These committees, established by the Board, review
and analyse policies and strategies as developed
by the Board. The committees examine proposals
and, where appropriate, make recommendations to
the Board. Committees do not take action or make
PricewaterhouseCoopers has provided the Company
with taxation and accounting advice. KPMG has
provided the Company with taxation advice in addition
to its services as external Auditor. Notwithstanding
this, the Company is currently satisfied with KPMG’s
independence and the quality of the audit it provides.
The Company has adopted an External Financial
Auditor’s Independence Policy designed to ensure the
independence of its external financial auditors.
KPMG have undertaken the audit of the financial
decisions on behalf of the Board unless specifically
statements for the financial year ended 30 June 2013.
authorised to do so by the Board.
Particulars of the audit and other fees paid during the
Audit Committee
period are set out on page 30.
The Company’s Audit Committee has been established
Investment Committee
to monitor audit and risk management processes
(including treasury and financing policies). It
specifically ensures adequate financial reporting and
regulatory conformance. The committee is accountable
to the Board for considering and, if necessary or
desirable, adopting the recommendations of the
external Auditor and addressing the adequacy of the
external audit function.
The Committee provides the Board with additional
assurance regarding the accuracy of financial
information for inclusion in the Company’s Annual
8
of Mark Darrow (Chairman). A number of the Board
The Board has a separate Investment Committee.
A number of the Board meetings incorporated
Investment Committee discussions. In the financial
year ended 30 June 2013, the Investment Committee
had 2 formal meetings. These formal meetings are
intended to continue for 2014.
Investment Committee Members Meetings
Attended
Stefan Preston, Chairman
(appointed January 2013)2
Report, including all financial information released
Phil Newland (appointed January 2013)2
through NZX.
Michael Morton (appointed May 2013)2
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Remuneration and Nominations Committee
The Remuneration and Nominations Committee is
responsible for overseeing management succession
planning, stabling 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. A number of the
Board meetings incorporated Remuneration and
D i s clo s u re
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 is promptly provided
to the Chairman and disclosed to the market as
appropriate.
Nominations Committee discussions. For the financial
year ended 30 June 2013, the Remuneration and
Nominations Committee had no formal meetings. It
has been agreed that these formal meetings will be
held as and when required.
Members of the Remuneration and Nominations
Committee are Tim Cook (Chairman), Mark Darrow
and Shane McKillen.
M a n ag i n g R i s k
The Board has overall responsibility for the Company
system of risk management and internal control and
has procedures in place to provide effective control
within the management and reporting structure.
The Board has in place policies and procedures to
identify significant business risks and to implement
procedures for effectively managing those risks.
Key risk management tools used by Veritas include
the Audit Committee and Investment Committee
functions, outsourcing of certain functions to experts,
internal controls, financial and compliance reporting
procedures and adequate insurance cover.
Management Reports are prepared monthly and
reviewed by the Board to monitor performance
against budget goals and objectives. The Board also
N Z X W a i ver s
In a decision dated 30 March 2012, NZX granted
the Company a waiver from the requirements of
Listing Rules 3.3.1(c) and 3.6.2(c), to allow the
Board and the Audit Committee to have only one
Independent Director rather than the required two.
In a decision dated 14 September 2012, NZX granted
an extension to the 30 March 2012 waiver. The
extension to the waiver was granted on the condition
that: (a) the waiver only apply until the earlier of
(i) the Company’s completion of an acquisition of
a new business by way of reverse listing; (ii) the
appointment of a second Independent Director to the
Board; or (iii) 30 September 2013; and (b) the Board
report to NZX on a quarterly basis for the duration of
the application of the waiver regarding the steps it
has taken towards: (i) investigating and progressing
an acquisition; and (ii) appointing an Independent
Director. On 16 January 2013, Veritas announced to
NZX and the market that Independent Directors Stefan
Preston and Phil Newland had been appointed to the
Board (with Phil Newland also being appointed to
the Audit Committee) in satisfaction of Listing Rules
3.3.1(c) and 3.6.2(c).
requires management to identify and respond to risk
exposures.
A structure 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.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
9
Directors’ Responsibility Statement
The Board of Directors have pleasure in presenting the financial statements and audit report for Veritas Investments
Limited for the year ended 30 June 2013.
The Directors are responsible for presenting financial statements in accordance with New Zealand law and generally
accepted accounting practice, which give a true and fair view of the financial position of the Group as at 30 June
2013, and the results of the Group’s operations and cash flows for the period ended on that date.
Due to the nature of the Mad Butcher transaction, these accounts are presented under ‘reverse acquisition’ rules
where the Mad Butcher Business is treated as the acquirer of Veritas. The required construct of the financial
statements in this first reporting period following the acquisition of the Mad Butcher Business does present some
difficulties to understand against more conventional accounting, just as the construct of the prospective financial
information included in the Prospectus dated 28 March 2013 did. Future years will be much more straight forward.
These financial statements represent 12 months’ trading for the Mad Butcher Business (both as Mad Butcher
Holdings Limited and Mad Butcher Limited) plus Veritas’ trading from 8 May to 30 June 2013.
The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the Group and facilitate compliance with the Financial Reporting Act 1993.
The Directors consider that they have taken adequate steps to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide a
reasonable assurance as to the integrity and reliability of the financial statements.
The Board of Directors of the Group authorised these financial statements presented on pages 12 to 44 for issue on
28 August 2013.
For and on behalf of the Board,
Mark Darrow
Chairman, Veritas Investments Limited
Audit Committee Chairman
10
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Financial Statements
S t a t e m e n t o f C o m p r e h e n s i v e I n c o m e 12
S t a t e m e n t o f F i n a n c i a l P o s i t i o n 13
S t a t e m e n t o f C h a n g e s i n E q u i t y 14
S t a t e m e n t o f C a s h F l o w s 16
N o t e s t o t h e F i n a n c i a l S t a t e m e n t s 17
S A L V U S S T R A TV EE GR II CT AI SN VI N
E SVTEM
N ET SN TLS ALNI M
N IUTAE LD RAENPNOURAT L 2 R0 E0P7 O R T 2 0 1 3
S TE M
2 111
Statement of Comprehensive Income
For the year ended 30 June 2013
note
Revenue
4
GROUP
2013
29,865,428 Expenses
VERITAS
2013
2012
31,503,884 2012
- -
Carcass purchases
20,110,286 21,874,207 - -
Advertising & marketing costs
2,376,963 3,081,558 - -
Employee benefits expense
553,180 620,220 - -
Other expenses
919,861 802,678 5
1,277,129 963,122
(23,960,290)(26,378,663) (1,277,129)
Earnings before interest, tax,
depreciation, amortisation and
non-trading transaction impact
5,905,138 5,125,221 (963,122)
Non-trading transaction impact
5
4,800,506 Depreciation & amortisation expense
8
102,238 65,897 Finance expense / (income)
6
110,355 56,934 Bad debt expense / (recovery)
(785)
679,883 Other losses / (gains) - net
(30,469)
12,403 (82,400)
(4,981,845)
(815,117)
94,858 (867,219)
Profit / (loss) before income tax
923,293 4,310,104 (1,182,271)
(1,830,341)
(1,770,634)
(1,242,655)
(847,341)
3,067,449 Income tax expense
11
Total comprehensive income / (LOSS)
for the period
Earnings per Share (cents per share)
(basic and diluted)
13
- (1,277,129)
(963,122)
- -
- -
(12,458)
(186,287)
- 1,053,506
- (1,182,271)
(1,830,341)
(4.56)19.94 The accompanying notes form part of and should be read in conjunction with the Financial Statements.
12
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Statement of Financial Position
AS AT 30 June 2013
note
GROUP
2013
2012
VERITAS
2013
2012
ASSETS
Cash and cash equivalents
17
2,837,307 Restricted cash
17
75,000 Trade and other receivables
7
1,193,300 Income tax refundable
11
Total current assets
83,735 - 998,137 - - 4,105,607 1,081,872 424,802 Property, plant and equipment
8
101,734 Intangibles - computer software
8
31,255 Investments in subsidiaries
9
- - - 1,984,784 617,668
75,000 75,000
130,309 25,011
- 2,468
2,190,093 720,147
- -
- -
39,938,375 -
Total non-current assets
132,989 424,802 39,938,375 -
Total Assets
4,238,596 1,506,674 42,128,468 720,147
355,238 111,509
LIABILITIES
Trade and other payables
10
1,502,587 1,049,600 Income tax payable
11
265,941 453,462 1,768,528 1,503,062 Total current liabilities
Borrowings
17
Total non-current liabilities
- -
355,238 111,509
- 1,060,000 - -
- 1,060,000 - -
Total Liabilities
1,768,528 2,563,062 355,238 111,509
Net Assets / (Net Liabilities)
2,470,068 (1,056,388)
41,773,230 608,638
26,955,187 100 49,858,434 7,511,571
Retained earnings
(24,485,119)
(1,056,488)
(8,085,204)
(6,902,933)
Total Equity / (Deficit)
2,470,068 (1,056,388)
41,773,230 EQUITY
Share capital
12
608,638
For and on behalf of the Board of Directors who authorised these financial statements for issue on
28 August 2013:
Mark Darrow
Michael Morton
ChairmanDirector
The accompanying notes form part of and should be read in conjunction with the Financial Statements.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
13
Statement of Changes in Equity
For the year ended 30 jUne 2013
note
SHARE
CAPITAL
$
Balance at 1 July 2011
100 GROUP
RETAINED
EARNINGS
$
(1,055,973)
Total
EQUITY
$
(1,055,873)
Total comprehensive income for the year
Profit for the year
-
3,067,449 3,067,449
-
(3,067,964)
(3,067,964)
- (3,067,964)
(3,067,964)
100 (1,056,488)
(1,056,388)
-
(847,341)
(847,341)
Transactions with owners
Dividends paid
15
Total contributions by / distributions to owners
Balance at 30 June 2012
Total Comprehensive Income for the year
Loss for the year
Transactions with owners
Shares issued (net of issue costs)
12 23,333,466 -
23,333,466
Shares issued to acquire VIL
5
3,621,621 -
3,621,621
Distribution to Mad Butcher Holdings Limited
15
-
(19,938,375)
(19,938,375)
Dividends paid
15
-
(2,642,915)
(2,642,915)
Total contributions by / distributions to owners
26,955,087 (22,581,290)
4,373,797
Balance at 30 June 2013
26,955,187 (24,485,119)
2,470,068
The accompanying notes form part of and should be read in conjunction with the Financial Statements.
14
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
statement of changes in equity continued
note
Balance at 1 July 2011
SHARE
CAPITAL
$
20,158,346 VERITA S
RETAINED
EARNINGS
$
Total
EQUITY
$
(1,215,745)
18,942,601
Total comprehensive income for the year
Loss for the year
-
(1,830,341)
(1,830,341)
Transactions with owners
Shares issued
12
746,744 -
Capital distribution
12 (13,393,519)
-
Dividends paid
15
-
746,744
(13,393,519)
(3,856,847)
(3,856,847)
(16,503,622)
Total contributions by / distributions to owners
(12,646,775)
(3,856,847)
Balance at 30 June 2012
7,511,571 (6,902,933)
608,638
-
(1,182,271)
(1,182,271)
Total Comprehensive Income for the year
Loss for the year
Transactions with owners
Shares issued (net of issue costs)
12 42,346,863 Total contributions by / distributions to owners
42,346,863 Balance at 30 June 2013
49,858,434 -
42,346,863
- 42,346,863
(8,085,204)
41,773,230
The accompanying notes form part of and should be read in conjunction with the Financial Statements.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
15
Statement of Cash Flows
For the year ended 30 June 2013
note
GROUP
2013
2012
VERITAS
2013
Cash from customers
29,776,384 30,862,136 82,400 Cash paid to suppliers and employees
(25,669,102)
(26,270,951)
(1,138,697)
Interest / dividends received
11,861 13,361 12,458 Interest paid
(121,747)
(69,820)
Tax refunded / (paid)
(881,000)
(1,370,448)
2,468 3,116,396 3,164,278 (1,041,371)
Net cash inflows / (outflows) from
operating activities 20
2012
(931,892)
419,882
- 27,597
(484,413)
Sale of investments
- (3,393)
- 14,758,941
Purchase of property, plant and
equipment
- (49,400)
Investment acquisition costs
- - (39,938,375)
-
Net cash inflows from / (used in)
investing activities - (52,793) (39,938,375)
14,758,941
- Proceeds from share issue
23,333,466 - Dividend
(19,938,375)
- - - - (13,393,519)
Capital distributions to company shareholders
- -
(2,642,915)
Repayment of bank borrowings
(1,060,000)
Franchisee advances repaid
20,000 123,148 Net cash inflows from / (used in)
financing activities (287,824)
(2,944,816)
Net increase / (decrease) in cash
and cash equivalents 2,828,572 166,669 1,305,491 Cash and cash equivalents at
beginning of period 83,735 (82,934)
692,668 2,976,764
Cash and cash equivalents at end of period 2,912,307 83,735 1,998,159 692,668
Cash and bank balances
2,837,307 83,735 1,909,784 617,668
75,000 75,000 75,000
1,984,784 692,668
2.7
2,912,307 - 83,735 - 691,744
Dividend paid
Restricted cash
(3,067,964)
42,285,237 -
(3,856,849)
- -
- -
42,285,237 (16,558,624)
(2,284,096)
The accompanying notes form part of and should be read in conjunction with the Financial Statements.
16
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Notes to the Financial Statements
For the year ended 30 June 2013
1.
1.1
G e n eral i n forma t i o n
Reporting entity
Veritas Investment Limited (“Veritas”, or the “Company”) is a company incorporated and domiciled in New
Zealand, registered under the Companies Act 1993 and listed on the New Zealand Stock Exchange (“NZX”).
The Company is an issuer in terms of the Financial Reporting Act 1993.
Financial statements for Veritas (separate financial statements) and consolidated financial statements are
presented. The consolidated financial statements of the Company as at and for the year ended 30 June 2013
comprise the Company and its subsidiary, Mad Butcher Limited (“MBL”), together referred to as the “Group”.
The Group is engaged in coordinating the national marketing and product procurement for the individual Mad
Butcher franchises, as well as providing support for the franchises.
1.2
Basis of preparation
MBL is the wholly-owned subsidiary of Veritas which was specifically incorporated for the purpose of
acquiring the Mad Butcher Business (the “Business”). The Business is as defined in the Sale and Purchase
Agreement whereby “MBL” acquired the Mad Butcher franchisor business and assets previously owned and
operated by a separate and unrelated reporting entity, Mad Butcher Holdings Limited (“MBH”).
For financial reporting purposes, aspects of “reverse acquisition” accounting are relevant and the rules require
that the Mad Butcher Business is treated as the acquirer of Veritas. The consolidated financial statements
prepared following a “reverse acquisition” are issued under the name of the legal parent (Veritas) but
described in the notes as a continuation of the financial statements of the Mad Butcher Business. Given that
this was the acquisition of a business, MBL’s financial statements will be those of the Mad Butcher Business.
Therefore, the consolidated financial information provided for the year ended 30 June 2013 reflects 12
months of trading of the Mad Butcher Business, plus Veritas’ trading from 8 May to 30 June 2013. The
consolidated financial information provided for the comparative year ended 30 June 2012 reflects 12 months
of trading from the Mad Butcher Business only. The financial statements of the Mad Butcher Business exclude
certain income and expenses transactions, specific assets and liabilities recorded by MBH on the basis that
they are not related to the Business (note 1.4). There have been no allocations of income, expenses, assets
or liabilities in determining the components to be excluded. The adjustments required to exclude these
transactions and balances are presented as distributions (dividends paid) to owner within equity.
These consolidated financial statements meet the definition of “combined financial statements” and have
been prepared for the reporting periods stated to represent the continuation of the Mad Butcher Business
after the acquisition of the Business described above. The financial statement of the Mad Butcher Business
have been extracted from the financial statements and the accounting records of MBH for the years ended
31 March 2013 and 2012, and of MBH and MBL for the period ended 30 June 2013.
These financial statements have been prepared on a historical cost basis.
The principal accounting policies adopted in the preparation of the financial statements are selected and
applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance
and reliability, thereby ensuring that the substance of the underlying transaction and other events is
reported. These policies have been consistently applied to all the periods presented, unless otherwise stated.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
17
Notes to The financial statements continued
1.
1.3
G e n eral i n forma t i o n ( c o n t i n u e d )
Statement of compliance
The financial statements have been prepared in accordance with New Zealand Generally Accepted
Accounting Practice (“GAAP”) and the requirements of the Companies Act 1993 and the Financial Reporting
Act 1993. They comply with New Zealand equivalents to International Financial Reporting Standards (“NZ
IFRS”) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities.
The financial statements also comply with International Financial Reporting Standards (“IFRS”).
The financial statements were authorised for issue by the Board of Directors on 28 August 2013.
1.4
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, the directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the revision affects both current and future
periods.
Critical judgements in applying accounting policies
The following are the judgements, apart from those involving estimation, that the directors have made in
the process of applying the Group’s accounting policies and that have the most significant effect on the
amounts recognised in these financial statements:
ACQUISITION OF THE MAD BUTCHER BUSINESS
These financial statements are based on the financial statements of Mad Butcher Holdings Limited and
exclude the following expenses, income, assets and liabilities that are not related to the Business:
Expenses / Income excluded:
 specific spend on the account of the Mad Butcher Vendor that is unrelated to the Business,
 income tax subventions received in respect of investments that do not form part of the Business,
 interest income received from advances to related parties not forming part of the Business, and
 gains / losses on sale of investments not forming part of the Business.
Assets / Liabilities excluded:
 all advances to/from related parties not forming part of the Business,
 investments in stores, and
 shareholder account.
The exclusions applied above are consistent with the treatment of such expenses / income and assets
/ liabilities in the Prospective Financial Information for FY2013 and FY2014 presented in the Investment
Statement and Prospectus dated 28 March 2013.
Equity is the residual after excluding the above transactions and balances. They have been included within
distribution to owner in the Statement of Cash Flows.
18
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
1.5
Functional and presentation currency
Both the functional and presentation currency of the Company is New Zealand Dollars ($). Transactions in
foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling
at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate at balance date. Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.
2 . S u mmary of s i g n i f i ca n t acco u n t i n g pol i c i e s
2.1Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) as at the reporting date, as modified by the “reverse acquisition”
rules explained in Note 1 above. Control is achieved where the Company has the power to govern the
financial and operating policies of another entity so as to obtain benefits from its activities. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring their accounting policies into
line with those used by other members of the Group. Investments in subsidiaries are recorded at cost less
any impairment in the Company’s financial statements. All intra-group transactions, balances, income and
expenses are eliminated in full on consolidation.
The results of entities acquired or disposed of during the year are included in the profit or loss from the
effective date of acquisition or up to the effective date of disposal, as appropriate.
2.2
Acquisitions / business combinations / associates / goodwill
As explained in Note 1, under “reverse acquisition” accounting the Business is treated as the acquirer of
Veritas. Under these rules, the difference between the market capitalisation of Veritas as at the transaction
date immediately prior to completion of the acquisition of the Business and the net assets of Veritas at
that same time is a share-based payment (included in the “non-trading transaction impact” expense).
Accordingly, the acquisition of the Business does not give rise to any goodwill to be carried at cost (less
impairment losses) on the Consolidated Statement of Financial Position.
Veritas did not acquire any other business or invest in any associates in the financial years ended 30 June
2013 or 2012.
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in
a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair
values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the
acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisitionrelated costs are recognised in profit or loss as incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in
the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and
the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable
assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any
non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the
acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
19
Notes to The financial statements continued
2 . S u mmary of s i g n i f i ca n t acco u n t i n g pol i c i e s ( c o n t i n u e d )
When the consideration transferred by the Group in a business combination includes assets or liabilities
resulting from a contingent consideration arrangement, the contingent consideration is measured at its
acquisition-date fair value and included as part of the consideration transferred in a business combination.
Changes in the fair value of the contingent consideration that qualify as measurement period adjustments
are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the ‘measurement
period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed
at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify
as measurement period adjustments depends on how the contingent consideration is classified. Contingent
consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Contingent consideration that is classified as an asset or a
liability is remeasured at subsequent reporting dates in accordance with NZ IAS 39 – Financial Instruments:
Recognition and Measurement, or NZ IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, as
appropriate, with the corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the Group’s previously held equity interest in the
acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control)
and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the
acquiree prior to the acquisition date that have previously been recognised in other comprehensive income
are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period
in which the combination occurs, the Group reports provisional amounts for the items for which the
accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see
above), or additional assets or liabilities are recognised, to reflect new information obtained about facts
and circumstances that existed at the acquisition date that, if known, would have affected the amounts
recognised at that date.
2.3
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and
services, excluding Goods and Services Tax, rebates and discounts, to the extent that it is probable that the
economic benefits will flow to the Group and the amount of the revenue can be reliably measured.
Sales of carcasses - The business acts as principal for the sale of beef and lamb carcasses. Revenue from the
sale of carcasses is recognised when the carcasses are received by the franchise stores.
Supplier rebates revenue - The business acts as an agent for the sale of poultry, pork, lamb and beef
products. Supplier rebates on these products are recognised as revenue when the goods are received by the
franchise stores.
Advertising income and franchise fees - Contracted annual advertising charges and franchise fees are
recognised on a straight line basis over the year.
20
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
2.4
Interest bearing liabilities
Interest bearing loans and borrowings are initially measured at fair value, less directly attributable transaction
costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at
amortised cost using the effective interest method. Loans and borrowings are classified as current liabilities
unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
the reporting date.
2.5
Finance costs / income
Finance costs include interest on external debt (borrowing costs). Borrowing costs incurred for the
construction of any qualifying asset are capitalised during the period of time that is required to complete and
prepare the asset for its intended use or sale.
Finance income includes interest on deposits and finance revenues. These are recognised as the interest or
revenue accrues using the effective interest method.
2.6
Dividends and miscellaneous income
Dividends arising in respect of shares held by the Group / Veritas are recognised as income when paid by the
investee corporation.
Miscellaneous income represents the profit on disposal of shares held for investment purposes, and is
recognised when the shares are sold.
2.7
Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position and Statement of Cash Flows comprise
cash at bank and in hand, net of small temporary bank overdrafts, and short-term deposits with an original
maturity of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. Short term deposits with an original maturity of greater
than three months are also included within cash and cash equivalents if the term deposit can be terminated
at an earlier date, without incurring penalties.
Restricted cash comprises deposits held by the NZX on behalf of Veritas.
2.8
Trade and other receivables
Trade receivables are amounts due from franchise stores for carcasses sold or services performed in the
ordinary course of business. If collection is expected in one year or less, they are classified as current assets.
If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method, less an allowance for impairment. Collectability of trade receivables is
reviewed on an on-going basis and a provision for doubtful debts is made when there is objective evidence
that the Group will not be able to collect all amounts due according to the original terms of the receivables.
Financial difficulties of the debtor, or amounts significantly overdue are considered objective evidence of
impairment. The amount of the loss is recognised in the profit and loss component of the Statement of
Comprehensive Income. Subsequent recoveries of amounts previously written off are credited in the profit
and loss component of the Statement of Comprehensive Income.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
21
Notes to The financial statements continued
2 . S u mmary of s i g n i f i ca n t acco u n t i n g pol i c i e s ( c o n t i n u e d )
2.9
Goods and Service Tax (“GST”)
The financial statements have been prepared so that all components are stated exclusive of GST, except:
 when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of an asset or as part of
the expense item as applicable; and
 trade receivables and payables, which include GST invoiced.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the Statement of Financial Position. GST paid to the taxation authority is included
within payments to suppliers and employees in the Statement of Cash Flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
2.10 Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income
adjusted by changes in deferred tax assets and liabilities attributed to temporary differences between the tax
base of assets and liabilities and their carrying amounts in the financial statements.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted at balance date.
Deferred tax assets and liabilities are recognised for temporary differences at the balance date between the
tax base of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax assets and liabilities are not recognised if the temporary difference arises from goodwill.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused
tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and carry-forward of unused tax credits and unused tax losses
can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at balance date.
The income tax expense or revenue attributable to amounts recognised directly in equity are also recognised
directly in equity. The associated current or deferred tax balances are recognised in these accounts as usual.
2.11 Property, plant and equipment
Property, plant and equipment is initially recorded at cost, including costs directly attributable to bring the
asset to its working condition, less accumulated depreciation and any accumulated impairment losses. Any
expenditure that increases the economic benefits derived from the asset is capitalised. Expenditure on
repairs and maintenance that does not increase the economic benefits is expensed in the period it occurs.
22
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Depreciation of property, plant and equipment is calculated using the diminishing value method to allocate
their cost, net of their residual values, over their estimated useful lives. The rates are as follows:
Plant and equipment*
14 – 48%
Furniture and fittings*12%
Office equipment*
11.4 - 67%
Motor vehicles
24 - 36%
Computer equipment
33 - 60%
the business has very few furniture and fittings and office equipment, hence for disclosure purposes these two categories have been
included together with plant and equipment.
*
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined
by comparing proceeds with carrying amount. These are included in the profit and loss component of the
Statement of Comprehensive Income.
An item of property, plant and equipment is derecognised upon disposal or when no further future economic
benefits are expected from its use or disposal. When an item of property, plant and equipment is disposed
of, the difference between net disposal proceeds and the carrying amount is recognised in profit or loss.
2.12 Other intangible assets
Intangible assets acquired separately are reported at cost less accumulated amortisation and accumulated
impairment losses.
Computer software - Acquired computer software licences are capitalised on the basis of the costs incurred
to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives
(three to five years). Software costs with a net book value of $30,705 were reclassified from property, plant
and equipment to intangible assets in 2013. The associated amortisation was reclassified from depreciation
to amortisation expense.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from
use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference
between the net disposal proceeds and the carrying amount of the asset are recognised in profit or loss
when the asset is derecognised.
2.13 Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated
to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating
units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairment at least annually, and whenever there is an indication that the asset may be impaired.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
23
Notes to The financial statements continued
2 . S u mmary of s i g n i f i ca n t acco u n t i n g pol i c i e s ( c o n t i n u e d )
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a revaluation decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is
recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which
case the reversal of the impairment loss is treated as a revaluation increase.
2.14 Trade and other payables
Trade and other payables are carried at amortised cost and due to their short term nature they are not
discounted. They represent liabilities for goods and services provided to the Group by suppliers in the
ordinary course of business prior to the end of the financial year that are unpaid and arise when the Group
becomes obliged to make future payments in respect of the purchase of these goods and services. The
amounts are unsecured and are usually paid within 30 days of recognition.
2.15 Employee entitlements
Liabilities for wages, salaries and annual leave are recognised in the provision for employee benefits and
measured at the amounts expected to be paid when the liabilities are settled. The employee benefit liability
expected to be settled within twelve months from balance date is recognised in current liabilities.
2.16Provisions
Provisions are recognised when the Group has a legal or constructive obligation as a result of a past event, it
is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made
of the amount of the obligation.
Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at balance date using a discounted cash flow methodology. The increase in the
liability as a result of the passage of time is recognised in finance costs.
24
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
2.17Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement at inception date, whether the fulfilment of the arrangement is dependent on the use of
a specific asset or assets or the arrangement conveys the right to use the asset, even if that right is not
explicitly specified in an arrangement.
Operating leases – Group as lessee
Where the Group is the lessee, leases where the lessor retains substantially all the risks and benefits of
ownership of assets are classified as operating leases. Net rental payments, excluding contingent payments,
are recognised as an expense in profit or loss on a straight-line basis over the period of the lease. Operating
lease incentives are recognised as a liability when received and subsequently reduced by allocating lease
payments between rental expense and reduction of the liability.
2.18 Classification as debt or equity
Debt and equity instruments issued by a Group entity are classified as either financial liabilities or as equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
2.19 Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
2.20 Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its common shares. Basic EPS is
computed based on the weighted average number of shares of common stock outstanding during the
period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the
effect of dilutive potential common shares outstanding during the period.
2.21 Operating segments
Operating segments are reported in a manner consistent with internal reporting provided to the chief
operating decision maker. The chief operating decision maker responsible for allocating resources and
assessing performance of operating segments is the Chief Executive Officer.
2.22 Non-GAAP reporting measures
Additional reporting measures have been presented in the Statement of Comprehensive Income or
referenced to in the notes to the financial statements. The following non-GAAP measures are relevant to the
understanding of the Group financial performance:
 EBIT (a non-GAAP measure) represents earnings before income taxes (a GAAP measure), excluding
interest income and expense, as reported in the financial statements;
 EBITDA (a non-GAAP measure) represents earnings before income taxes (a GAAP measure), excluding
interest income, interest expense, depreciation and amortisation, as reported in the financial
statements;
 EBITDA and non-trading transaction impact (a non-GAAP measure) represents earnings before income
taxes (a GAAP measure), excluding interest income, interest expense, depreciation and amortisation,
and non-trading transaction impact, as reported in the financial statements.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
25
Notes to the financial statements continued
3 . New s t a n dard s , ame n dme n t s a n d i n t erpre t a t i o n
Standards, amendments and interpretation effective in the current period
The following are the new or revised standards, amendments and interpretations applicable to the Group
which are in issue that are not yet required to be adopted by the Group in preparing its financial statements
for the year ended 30 June 2013:
Standard / interpretation Effective for
Expected
annual reporting
to be initially
periods beginning applied in the
on or after
financial year
ending
NZ IFRS 9 ‘Financial Instruments’ 1 January 2015 30 June 2016
NZ IFRS 10 ‘Consolidated Financial Statements’ 1 January 2013 30 June 2014
NZ IFRS 12 ‘Disclosure of Interests in Other Entities’ 1 January 2013 30 June 2014
NZ IFRS 13 ‘Fair Value Measurement’ 1 January 2013 30 June 2014
NZ IAS 27 ‘Separate Financial Statements’ 1 January 2013 30 June 2014
Amendments to NZ IAS 19 ‘Employee Benefits’ 1 January 2013 30 June 2014
Improvements to IFRS: 2009 – 2011 cycle 1 January 2013 30 June 2014
The financial statement impact of adoption of these standards, amendments and interpretations are not
expected to have a material impact on the financial statements reported by the Group.
Adoption of new and revised standards, amendments and interpretations
The standards, amendments and interpretations listed below applicable to the Group became mandatory in
the current year:

Amendments to NZ IFRS 7 Financial Instruments: Disclosures

Amendments to New Zealand Equivalents to International Financial Reporting Standards to harmonise
with International Financial Reporting Standards and Australian Accounting Standards

FRS 44 NZ Additional Disclosures

Amendments to FRS 44 NZ Additional Disclosures

Amendments to NZ IFRS 7 Financial Instruments: Disclosures – Appendix E

Amendments to NZ IAS 24 Related Party Disclosures

Revised improvements to NZ IFRS (2010)
The adoption of these new and revised standards, amendments and interpretations did not have a material
impact on the results or position reported by the Group.
26
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
4.
R eve n u e / s egme n t repor t i n g
G R O U P Carcass income
21,357,436 22,971,338 - -
Suppliers rebates
4,636,928 4,473,623 - -
Advertising income
3,316,136 3,342,720 - -
539,075 556,222 - -
15,853 159,981 - -
29,865,428 31,503,884 - -
Franchise fees
Administration income
4.1
V E R I TA S
2013 201220132012
$ $$$
Activities from which reportable segments derive their revenues
Within the Mad Butcher Business, the CEO considers operations from the perspective of the contribution
made by product sales, and franchise and advertising services rendered. Contribution excludes an allocation
of employee benefits expense, other expenses, depreciation and amortisation, finance expense, bad debt
expense and other expense / gains / losses as shown on the Statement of Comprehensive Income. Separate
profit before tax for product sales and franchise / advertising services activities is not disclosed as this
would require an estimated allocation of these costs, which is not carried out in the Business profitability
information reported to the CEO. Likewise, assets and liabilities by operating segment are not presented,
because that information is not provided to the CEO.
Product sales comprises the margin made on carcass sales by the Business to stores, plus the rebate income
earned by the business from suppliers of lamb, pork, poultry and meat products sold to stores.
Franchise services represent the franchise fees levied by the business from stores. Advertising services
represent the revenue from advertising provided to franchise stores, net of external media costs.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
27
Notes to the financial statements continued
4.
R eve n u e / s egme n t repor t i n g ( c o n t i n u e d )
Profit Information
G R O U P
ProductFranchise
Advertising
SalesServicesServices
$
$
Total
$
$
21,357,436 21,357,436
(20,110,286)
(20,110,286)
2013
Carcass revenue
Carcass purchases
Carcass margin
1,247,150 Suppliers rebates
4,636,928 4,636,928
Franchise fees
539,075 539,075
Administration income
15,853 15,853
Advertising income
3,316,136 3,316,136
Advertising & marketing costs
(2,376,963)
(2,376,963)
Contribution
5,884,078 554,928 939,173 7,378,179
28
Employee benefits expense
(553,180)
Other expenses
(919,861)
Non-trading transaction impact
(4,800,506)
Depreciation & amortisation expense
(102,238)
Finance expense - net
(110,355)
Bad debt recovery
785
Other gains - net
30,469
Profit before income tax
923,293
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Profit Information
G R O U P
ProductFranchise
Advertising
SalesServicesServices
$
$
Total
$
$
22,971,338 22,971,338
(21,874,207)
(21,874,207)
2012
Carcass revenue
Carcass purchases
Carcass margin
1,097,131 Suppliers rebates
4,473,623 4,473,623
Franchise fees
556,222 556,222
Administration income
159,981 159,981
Advertising income
3,342,720 3,342,720
Advertising & marketing costs
(3,081,558)
(3,081,558)
Contribution
5,570,754 716,203 261,162 6,548,119
Employee benefits expense
(620,220)
Other expenses
(802,678)
Depreciation & amortisation expense
(65,897)
Finance expense - net
(56,934)
Bad debt expense
(679,883)
Other losses - net
(12,403)
Profit before income tax
4.2
4,310,104
Other information
Geographical
The Group operates within New Zealand, and derived no revenue from foreign countries for the year ended
30 June 2013 (2012: nil).
Information about major customers
No single customer contributed 10% or more to the Group’s revenue for the year ended 30 June 2013
(2012: nil).
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
29
Notes to the financial statements continued
5.
O t her expe n s e s / n o n - t rad i n g t ra n s ac t i o n i mpac t
G R O U P V E R I TA S
2013 201220132012
$ $$$
Other expenses include:
Office occupancy and
administration costs
126,476 117,049 105,300 63,709
Professional and other advisory costs
327,852 354,461 755,859 649,227
75,354 73,780 7,489 -
Operating lease expenditure
including rent Remuneration to auditors included: Audit of annual financial statements 100,000 - 100,000 22,820
Capitalised issuance costs
- - 174,783 -
Review of interim (half year)
financial statements - - 5,250 -
Other fees paid to Auditors
- - Total remuneration paid or
payable to KPMG 100,000 - - 280,033 70,934
93,754
As detailed in notes 1.2 and 2.2, the Mad Butcher Business is the accounting acquirer of Veritas on 8th May
2013. This acquisition can be summarised as follows:
$000s
Net assets / liabilities acquired
Receivables26
Payables(1,251)
Cash46
Net liabilities acquired
(1,179)
Consideration3,622
Consideration amounts to 2,292,165 shares issued at $1.58 per share (the market capitalisation of VIL at 8th
May 2013). The difference between the consideration and net liabilities acquired is accounted for as a share
based payment of $4.8m (and referred to as the “non-trading transaction impact”).
In the Forecast, Veritas’ market capitalisation was calculated at the same share price ($1.30) as that in the
share offer. However, on the issue date Veritas’ share price was $1.58 per share, which has added an extra
$0.64m to the charge to profit.
Further, in the Forecast Veritas’ net assets as at the transaction date were estimated as $0.14m, with a further
$0.51m of transaction expenses to come at that point. However, the $0.13m net assets in the forecast was
incorrectly calculated, because it excluded capital-raising costs charged against equity (rather than P&L) but
which still impact Veritas’ net assets. This has been corrected in the financial statements, which show that
Veritas’ net liabilities at transaction date (including all transaction costs incurred to that point) were $1.18m, or
$0.8m greater than forecast.
30
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
6.
F i n a n ce expe n s e / i n come
G R O U P V E R I TA S
2013 201220132012
$ $$$
Finance costs
121,747 69,820 Interest income
(11,392)
(12,886)
(12,458)
(186,287)
110,355 56,934
(12,458)
(186,287)
Finance expense / (income)
- -
7 . Trade a n d o t her rece i vable s
G R O U P Trade receivables 1,062,991 Prepayments - GST recoverable
130,309 Advances to stores and staff
8.
V E R I TA S
2013 201220132012
$ $$$
924,951 - -
9,995 - -
37,832 - 1,193,300 130,309 25,359 25,011
- 998,137 -
130,309 25,011
P roper t y , pla n t a n d eq u i pme n t / i n t a n g i ble a s s e t s
G R O U P
IntangiblesProperty, Plant and Equipment
Fixtures,
Plant,
Computer
OfficeComputer
Lease
SoftwareVehicles Equipment EquipmentImprovements
PPE
Total
$$$$$
$
Gross carrying amount
Balance at 1 July 2011
-
Additions
- 349,870 6,570 33,169 Disposals
- (352,809)
(2,266)
- Balance at 30 June 2012
- 502,936 Additions
Disposals
3,191 505,875 76,110 103,180 80,414 136,349 2,779 687,944
- 389,609
- (355,075)
2,779 722,478
33,913 - 4,870 - (413,784)
(44,244)
(41,092)
- (499,120)
-
Reclassifications
65,603 - (5,510)
(60,093)
Balance at 30 June 2013
68,794 123,065 30,660 40,034 14,283 53,066
(65,603)
17,062 210,821
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
31
Notes to the financial statements continued
8.
P roper t y , pla n t a n d eq u i pme n t / i n t a n g i ble a s s e t s
(continued)
G R O U P
IntangiblesProperty, Plant and Equipment
Fixtures,
Plant,
Computer
OfficeComputer
Lease
SoftwareVehicles Equipment EquipmentImprovements
PPE
Total
$$$$$
$
Accumulated depreciation
and amortisation
Balance at 1 July 2011
- (350,607) (67,021) (67,068)
- (484,696)
Disposals
- 250,672 - 252,917
Depreciation and
amortisation charge
- 2,245 - (3,760)
(22,030)
- (65,897)
Balance at 30 June 2012
- (140,042) (68,536) (89,098)
- (297,676)
Disposals
- 173,287 Reclassifications
Depreciation and
amortisation charge
Balance at 30 June 2013
(40,107)
37,176 45,466 - 255,929
(34,898)
- 3,214 31,684 - 34,898
(2,641)
(82,865)
(1,700)
(17,673)
- (102,238)
(49,620) (29,846) (29,621)
- (109,087)
(37,539)
Net book value
Balance at 30 June 2012
Balance at 30 June 2013
- 362,894 31,255 73,445 11,878 47,251 2,779 424,802
814 10,413 17,062 101,734
9 . S u b s i d i ar i e s
Name of subsidiary
Principal
activity
Mad Butcher Limited
Procurement and Management of Franchise
Business
Place of
incorporation
Ownership interests
and voting rights
New Zealand
100%
100%
On 8 May 2013 the Group established Mad Butcher Limited, a company which on the same day acquired
the assets and liabilities constituting the business of Mad Butcher from Mad Butcher Holdings Limited
– see Note 1.
32
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
1 0 . Trade a n d o t her payable s
Trade payables Accrued expenses G R O U P V E R I TA S
2013 201220132012
$ $$$
1,068,422 993,880 320,000 - GST payable
64,657 - Employee entitlements 49,508 55,720 1,502,587 1,049,600 35,238 111,509
320,000 -
- -
- -
355,238 111,509
Veritas – 2013 trade payables include $20,658 owed to Mad Butcher Limited in respect of legal and
accounting costs incurred on VIL’s behalf (2012 - $nil).
1 1 . Tax
Income tax recognised in profit or loss
Current tax charge:
G R O U P V E R I TA S
2013 201220132012
$ $$$
1,770,634 1,242,655 - -
The income tax expense on pre-tax accounting profit reconciles to the income tax expense in the financial
statements as follows:
Profit / (loss) before income tax 923,293 4,310,104 (1,182,271)
(1,830,341)
Income tax expense
calculated at 28% (2012: 28%) 258,522 1,206,829 (331,036)
(512,495)
Non-deductible expenses
Non-trading transaction costs
Losses not recognised
Other
Total tax charge - 76,819 1,344,142 - 106,778 - - -
- -
331,036 512,495
61,192 (40,993)
- -
1,770,634 1,242,655 - -
265,941 453,462 - Current tax liability:
Tax payable / (recoverable)
(2,468)
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
33
Notes to the financial statements continued
1 1 . Tax ( c o n t i n u e d )
As at 30 June 2013, the Group had an unrecognised deferred tax asset of $106,778, consisting of tax losses
arising in the period from 8 May to 30 June 2013.
Veritas - Deferred tax: As at 30 June 2012, the Company had an unrecognised deferred tax asset of
$595,421, consisting of tax losses. These losses, together with the further loss incurred in the period from 1
July 2012 to 8 May 2013, are no longer available for future offset since as a result of the issue of new shares
in connection with the acquisition of the Mad Butcher Business the Company no longer satisfies the 49%
ownership continuity rules.
Veritas - Imputation Credits: As at 30 June 2012, the Company had imputation credits of $68,453. These
credits are no longer available to be passed on to shareholders as imputed tax on future dividends since
as a result of the issue of new shares in connection with the acquisition of the Mad Butcher Business the
Company no longer satisfies the 66% ownership continuity rules.
1 2 . Share cap i t al
2 0 1 3
-
V E R I TA S SHARES 2 0 1 2
-
$SHARES
V E R I TA S
$
Issued & paid-up capital
- ordinary shares
Balance at beginning of the year 57,302,229 7,511,571 20,881,695 Capital distribution
-
-
-
Ordinary shares issued during the year -
-
36,420,534 746,744
2,292,165 -
-
-
Shares issued to MB Vendor
15,384,615 20,000,000 -
-
Shares issued in the public offer
19,230,769 25,000,000 -
-
Expenses incurred in connection
with the public offer
-
(2,653,137)
-
-
36,907,549 49,858,434 57,302,229 7,511,571
Share consolidation - 1 for 25
Balance at end of the year 20,158,346
(13,393,519)
57,302,229 All ordinary shares carry equal rights in respect of voting and the receipt of dividends. Ordinary shares do not
have a par value. In connection with the reverse takeover and capital-raising exercise, the Vendor of the Mad Butcher Business
was issued 15,384,615 shares and received payment of $19.94m.
34
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
1 3 . E ar n i n g s per s hare
Profit / (loss) for the year
2 0 1 3
-
(excluding
non-trading
transaction)
EARNINGS
$
(847,341)
G R O U P 2 0 1 2
-
EARNINGS
$
4,800,506 Earnings, excluding non-trading
transaction impact
3,953,165 Weighted average no. shares
3,067,449
18,568,830 15,384,615
cents cents
(4.56)
19.94
cents Basic and diluted earnings per share
Earnings per share, excluding
non-trading impact*
EARNINGS
$
(847,341)
Non-trading transaction impact
G R O U P
21.29 * note this is a non-GAAP disclosure
1 4 . C ompe n s a t i o n of key ma n ageme n t per s o n n el
The remuneration of directors and other members of key management during the year was as follows:
Short-term benefits
G R O U P V E R I TA S
2013 201220132012
$ $$$
230,871 183,992 130,833 81,741
The remuneration of directors and key executives is determined by the remuneration committee having
regard to the performance of individuals and market trends.
1 5 . D i v i de n d pa i d or a u t hor i s ed
Veritas: No dividend is to be paid in respect of the year ended 30 June 2013 (2012: $3,856,847).
Group: the Mad Butcher Business paid dividends amounting to $2,642,915 during the year ended 30 June
2013 (2012: $3,067,964). These dividends represent the distribution of all pre-acquisition profits earned by
MBH to the Owner of the Business prior to the transaction.
In connection with the transaction, a distribution of $19.94m was made on 8 May 2013.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
35
Notes to the financial statements continued
1 6 . R ela t ed par t y t ra n s ac t i o n s
As explained in Note 1, Veritas acquired the Business from Mad Butcher Holdings Limited on 8 May 2013. As
at 30 June 2013, the Business owes $254,742 to MBH, which is owned by a Director.
Collins Asset Management Limited, a shareholder in Veritas, provides accounting, office and recruitment
services to the Company. Veritas paid $18,125 to Collins Asset Management Limited for those services in the
reported year. Collins Asset Management Limited holds 6,157,184 shares in the Company.
Mr Timothy Cook, a Director of Veritas Investment Limited and Collins Asset Management Limited, held
486,006 shares in the Company as at 30 June 2013 (30 June 2012: 1,761,637 shares – pre 1-for-25
consolidation).
1 7 . F i n a n c i al i n s t r u me n t s
17.1 Capital management
The Group manages its capital to ensure that entities in the Group are able to continue as a going concern
while maximising the return to shareholders, and to optimise the debt and equity balances to reduce the
cost of capital.
The Group is not subject to any externally imposed capital requirements.
The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and
equity (comprising issued capital, reserves and retained earnings) of the Group.
17.2 Financial risk management
The Group engages in business in New Zealand and in the normal course of business is exposed to a variety
of financial risk which includes:
 market risk,
 credit risk, and
 liquidity risk.
The Group’s risk management and treasury policy recognises the unpredictability of consumer and financial
markets and seeks to minimise the potential adverse effects of market movements. The management of
these risks is performed in accordance with the risk management and treasury policy approved by the Board
of Directors. This policy covers specific areas such as interest rate risk, credit risk and liquidity risk.
36
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
The Group and Veritas hold the following financial instruments:
G R O U P V E R I TA S
2013 201220132012
$ $$$
Financial assets
Cash and cash equivalents
2,837,319 84,261 1,984,796 617,668
75,000 75,000
Restricted cash
75,000 Borrowings (temporary o/d positions)
(12)
(526)
(12)
-
Cash and cash equivalents
2,912,307 83,735 2,059,784 692,668
Trade and other receivables
(excluding prepayments)
1,062,991 924,951 3,975,298 1,008,686 - - 2,059,784 692,668
Financial liabilities
Committed interest-bearing facility
(all non-current)
Trade and other payables
(excluding accruals and
employee entitlements)
- 1,060,000 - -
1,068,422 993,880 35,238 111,509
1,068,422 2,053,880 35,238 111,509
Market Risk
Interest rate risk
The Group’s primary interest rate risk arises from bank borrowings. Borrowings issued at variable rates
expose the Business to cash flow interest rate risk. The Group’s risk management and treasury policy allows
the potential use of derivative financial instruments to manage interest rate risk. However, for the year
ended 30 June 2013 the Group did not enter into any derivative financial instruments.
At balance date the Group had no borrowings outstanding, the facility having been repaid on 8 May 2013 as
part of the acquisition of the Mad Butcher Business.
If interest rates had moved by +/- 1%, with all other variables held constant, Group profit before income tax
for the year ended 30 June 2013 would have decreased / increased by $8,800 (2012: $10,600).
Credit risk
Exposure to credit risk arises from the potential default of the counterparty, with the maximum exposure
equal to the carrying amount of the financial assets. The Group’s credit risk arises from the Group’s financial
assets, which include cash and cash equivalents and trade and other receivables.
For banks and financial institutions, only independently rated parties with a minimum long term rating of A
are accepted. The Group has a concentration of credit risk with its cash and cash equivalents, which are held
with two banks. The maximum exposure to credit risk at the reporting date is the carrying amount of the
financial assets as summarised above. The Business does not hold any collateral as security.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
37
Notes to the financial statements continued
1 7 . F i n a n c i al i n s t r u me n t s ( c o n t i n u e d )
For franchise stores the Business conducts an ongoing weekly and monthly review process to monitor cash
flows and performance. Prior to establishing new franchise stores, the Business assesses the credit quality of
potential new franchise owners taking into account their financial position, past experience and other factors.
Due to the short term nature of receivables, their carrying value is assumed to approximate fair value.
The Group’s risk management and treasury policy also sets the maximum counterparty credit exposure to
any individual bank or financial institution.
Liquidity risk
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet its
obligation to repay its financial liabilities as and when they fall due.
The Group maintains sufficient cash and the availability of funding through undrawn facilities as part of its
management of liquidity risk.
The Group had access to the following undrawn borrowing facilities at the reporting date:
Flexible credit facility
G R O U P V E R I TA S
2013 201220132012
$ $$$
1,000,000 150,000 1,000,000 -
The flexible credit facility may be drawn at any time and may be terminated by the bank without notice.
The following table details the Group’s remaining contractual maturity of its financial liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date
on which the Group can be required to pay. The tables include both interest and principal cash flows. To the
extent that interest flows are at floating rates, the undiscounted cash flows are derived from the interest rate
at 30 June.
0 - 3 MTHS
3 - 12 MTHS
1 - YRS
2 - 5 YRS
$
$
$
$
At 30 June 2013
Interest bearing liabilities
Trade and other payables
- - - -
1,068,422 - - -
1,068,422 - - -
At 30 June 2012
Interest bearing liabilities
10,865 Trade and other payables
993,880 1,004,745 32,595 - 32,595 Fair values
1,097,300 - 1,097,300 -
The carrying value of cash and cash equivalents, trade and other receivables, trade and other payables, and
borrowings is equivalent to the fair value of these assets and liabilities.
38
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
1 8 . C omm i t me n t s
18.1 Lease commitments
Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as
follows:
Within one year
Later than one year but not
later than five years Later than five years G R O U P V E R I TA S
2013 201220132012
$ $$$
87,181 98,784 - -
124,895 213,632 - -
- -
- -
- 212,076 - 312,416 18.2 Capital commitments
The Company and the Group have no capital commitments as at 30 June 2013 (2012: $nil).
1 9 . C o n t i n ge n t l i ab i l i t i e s
The Company and the Group have no contingent liabilities as at 30 June 2013 (2012: $nil).
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
39
Notes to the financial statements continued
2 0 . R eco n c i l i a t i o n of prof i t t o ca s h flow from opera t i o n s
(Loss) / Profit for the year
G R O U P V E R I TA S
2013 201220132012
$ $$$
(847,341)
3,067,449 (1,182,271)
(1,830,341)
102,238 65,897 - -
9,479 - -
- - 1,287,797
- - -
Adjusted for non-cash:
Depreciation and amortisation
Loss on sale of property
plant and equipment - Realised loss on
sale of investments
- Non-trading transaction impact
Other 4,800,506 (12,482)
6,440 - -
(138,040)
43,860 - -
(Increase) / decrease in prepayments 9,995 90,005 - 30,307
(Increase) / decrease in amounts due
from related parties 25,359 127,195 - -
(628,757)
22,115 (Decrease) / increase in
employee entitlements (6,212)
8,698 (Decrease) / increase in GST (1,350)
(29,172)
Changes in assets and liabilities:
(Increase) / decrease in receivables (Decrease) / increase in trade payables (Decrease) / increase in
related party payables (Decrease) / increase in income
tax payable Expected cash flow from
operating activities - - 223,071 - (105,298)
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
(25,011)
27,599
(247,688)
2,469 3,116,396 3,164,278 (1,041,371)
Veritas and the Group have no events to report after the reporting period ended 30 June 2013.
40
-
20,658 (187,520)
2 1 . E ve n t s af t er t he repor t i n g per i od
25,236
(484,413)
2 2 . C ompar i s o n aga i n s t P ro s pec t u s F oreca s t
22.1 Statement of Comprehensive Income v. Prospectus Forecast
A C T U A L
F O R E C A S T
2013
$000s
2013
$000s
Revenue
29,865 32,338
20,110 22,425
2,377 2,557
Employee benefits expense
553 645
Other expenses
920 835
Expenses
Carcass purchases
Advertising & marketing costs
(23,960)(26,462)
Earnings before interest, tax, depreciation,
amortisation and non-trading transaction impact
5,905 5,876
Non-trading transaction impact
4,801 3,349
Depreciation & amortisation expense
102 47
Finance costs - net
110 -
Other losses / (gains) - net
(31)
-
(4,982)(3,396)
Profit before income tax
923 Income tax expense
(1,770)
Profit / (loss) for the period
2,480
(1,750)
(847)
Other comprehensive income for the period
730
- Total comprehensive income / (loss) for the period
(847)
730
* The forecast numbers for the year ended 30 June 2013 formed part of the Investment Statement and Prospectus dated 28 March 2013.
Forecast EBITDA and non-trading transaction impact has been met.
Carcass revenues and purchases were below forecast, due to changes in store customers’ purchasing
patterns, with traditional butcher’s meat cuts being replaced by poultry, pork, lamb and products. The loss
of gross margin (carcass sales less purchases) on lower carcass sales by the Business to stores has been
covered by increased suppliers’ rebates earned by the Business on higher poultry, pork, lamb and meat
product sales by suppliers to stores.
The non-trading transaction impact is a non-cash charge to Group profit that results from the accounting
treatment of the transaction as a “reverse acquisition”. It reflects the difference between Veritas’ market
capitalisation and its net assets as at close of business on the date of acquisition.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
41
Notes to the financial statements continued
2 2 . C ompar i s o n aga i n s t P ro s pec t u s F oreca s t ( c o n t i n u e d )
In the Forecast, Veritas’ market capitalisation was calculated at the same share price ($1.30) as that in the
share offer. However, on the issue date Veritas’ share price was $1.58 per share, which has added an extra
$0.64m to the charge to profit.
Further, in the Forecast Veritas’ net assets as at the transaction date were estimated as $0.14m, with a
further $0.51m of transaction expenses to come at that point. However, the $0.13m net assets in the
forecast was incorrectly calculated, because it excluded capital-raising costs charged against equity (rather
than P&L) but which still impact Veritas’ net assets. This has been corrected in the Financial Statements,
which show that Veritas’ net liabilities at transaction date (including all transaction costs incurred to that
point) were $1.18m, or $0.8m greater than forecast.
22.2 Statement of Financial Position as at 30 June 2013
A C T U A L F O R E C A S T
2013
$000s
2013
$000s
ASSETS
Cash and cash equivalents
2,913 (224)
Trade and other receivables
1,193 678
Inventories
Total current assets
Property plant and equipment, and intangibles
Total Assets
- 51
4,106 505
133 166
4,239 671
1,503 659
266 -
1,769 659
LIABILITIES
Trade and other payables
Income tax payable
Total current liabilities
Borrowings
- -
Total Liabilities
1,769 659
Net Assets
2,470 12
26,955 22,798
(24,485)
(22,786)
EQUITY
Share capital
Retained earnings
Total Equity
2,470 * The forecast numbers as at 30 June 2013 formed part of the Investment Statement and Prospectus dated 28 March 2013.
42
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
12
Cash and cash equivalents are above forecast as a result of the share offer raising $25 million rather than the
$22 million assumed in the forecast.
The difference between actual and forecast trade receivables represents meat deliveries to stores in the last
week of June, which were actually invoiced to stores on the last trading day of the financial year as part of
normal weekly invoicing.
The difference between actual and forecast trade payables represents the cost side of meat deliveries in the
last week of June.
22.3 Statement of Changes in Equity v. Prospectus Forecast
A C T U A L F O R E C A S T
2013
$000s
2013
$000s
Total Equity as at 1 July 2012
(1,056)
3,134
Total comprehensive income
(847)
730
Issue of Ordinary Shares
Shares issued
Value of share based payment
23,333 19,818
3,622 2,980
Distribution
Distribution of half the acquisition purchase price
Capital distribution
(19,939)
- Dividends paid
(2,643)
Total Equity as at 30 June 2013
2,470 (20,000)
(2,966)
(3,684)
12
* The forecast statement of changes in equity for the year ended 30 June 2013 formed part of the Investment Statement and Prospectus
dated 28 March 2013.
The departures from forecast for profit for the year and shares issued have been explained in 4.1 and 4.2.
The dividends paid forecast reflected the distributions to the Mad Butcher vendor of the equity and retained
profits of the Business up to the transaction date.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
43
Notes to the financial statements continued
2 2 . C ompar i s o n aga i n s t P ro s pec t u s F oreca s t ( c o n t i n u e d )
22.4
Statement of Cash Flows vs. Prospectus Forecast
A C T U A L F O R E C A S T
2013
$000s
Cash from customers
Cash paid to suppliers and employees
Interest / dividends received
2013
$000s
29,776 31,661
(25,669)
(25,853)
12 -
Interest paid
(122)
-
Tax refunded / (paid)
(881)
Net cash generated from operating activities
3,116 (1,750)
4,058
Investment acquisition costs
- (511)
Net cash used in investing activities
- (511)
Proceeds from share Issue
23,333 19,818
(19,938)
(20,000)
Payment of dividend
(2,643)
(3,684)
Repayment of bank borrowings (1,060)
-
20 -
Payment of cash component of acquisition
Franchisee advances repaid
Net cash used in financing activities Net (decrease) / increase in cash and equivalents
Cash, cash equivalents, bank overdrafts at beginning of year
Cash and cash equivalents at end of the year
(288)
(3,866)
2,828 (319)
84 2,912 95
(224)
* The forecast statement of cash flows for the year ended 30 June 2013 formed part of the Investment Statement and Prospectus dated 28
March 2013.
Net cash flows from operating activities are below forecast as a result of lower carcass revenues (see 4.1).
Dividend payments are below forecast. As the transaction was an asset purchase, for reporting purposes all
profits made by the Business prior to the transaction are distributed to the Vendor. The 2012 distribution to
the Vendor was increased, which accounts for the difference in the opening cash position between actual
and forecast (see 4.3). Accordingly, the 2013 distribution of the remaining pre-transaction retained profits
was correspondingly reduced.
Overall, the net increase in cash and cash equivalents against forecast result from the share offer raising
$25m rather than the $22m assumed in the forecast (see 22.2).
44
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Independent Auditor’s Report
Independent auditor’s report
To the shareholders of Veritas Investments Limited
Report on the company and group financial statements
We have audited the accompanying financial statements on pages 12 to 44 of Veritas
Investments Limited (''the company'') and the group, comprising the company and its
subsidiary. The financial statements comprise the statements of financial position as at 30
June 2013, the statements of comprehensive income, changes in equity and cash flows for the
year then ended, and a summary of significant accounting policies and other explanatory
information, for both the company and the group.
Directors' responsibility for the company and group financial statements
The directors are responsible for the preparation of company and group financial statements
in accordance with generally accepted accounting practice in New Zealand that give a true
and fair view of the matters to which they relate, and for such internal control as the directors
determine is necessary to enable the preparation of company and group financial statements
that are free from material misstatement whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these company and group financial statements
based on our audit. We conducted our audit in accordance with International Standards on
Auditing (New Zealand). Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the company and
group financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the company and group financial statements. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the company and group’s preparation of the
financial statements that give a true and fair view of the matters to which they relate in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company and group's internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates, as well as evaluating the presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Our firm has also provided other services to the company and group in relation to taxation and
general accounting services. Partners and employees of our firm may also deal with the
company and group on normal terms within the ordinary course of trading activities of the
business of the company and group. These matters have not impaired our independence as
auditor of the company and group. The firm has no other relationship with, or interest in, the
company and group.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
45
INDEPENDENT AUDITOR’S REPORT Continued
Opinion
In our opinion the financial statements on pages 12 to 44:
•
comply with generally accepted accounting practice in New Zealand;
•
give a true and fair view of the financial position of the company and the group as at 30
June 2013 and of the financial performance and cash flows of the company and the group
for the year then ended.
Report on other legal and regulatory requirements
In accordance with the requirements of sections 16(1)(d) and 16(1)(e) of the Financial
Reporting Act 1993, we report that:
•
we have obtained all the information and explanations that we have required; and
•
in our opinion, proper accounting records have been kept by Veritas Investments Limited
as far as appears from our examination of those records.
28 August 2013
Auckland
46
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Shareholder and Statutory Information
S t ock E xcha n ge L i s t i n g
The Company’s shares are listing on the main board of the equity security market operated by NZX Limited under the
ticker code “VIL”.
S i ze of Sharehold i n g a s a t 2 7 A u g u s t 2 0 1 3
Number of
Size of ShareholdingShareholders
Number of
% of total Ordinary
Ordinary SharesShares on Issue
1 - 999
226
76,630
0.21
1,000 – 4,999
230
569,767
1.54
5,000 – 9,999
133
862,778
2.34
10,000 - 49,999
76
1,276,506
3.46
50,000 - 99,999
14
886,462
2.40
100,000 - 499,999
20
4,038,382
10.94
5
29,197,024
79.11
714
36,907,549
100.00
500,000 +
Total
S u b s t a n t i al Sec u r i t y H older s
Pursuant to Section 26 of the Securities Markets Act 1988, the following shareholders have filed notices with the
Company that they are Substantial Security Holders in the Company as at 27 August 2013 (there being a total of
36,907,549 shares on issue at that date).
Name
MBH Limited (previously Mad Butcher Holdings Limited)
Collins Asset Management Limited
Number of
Ordinary Shares
% of total Ordinary
Shares on Issue
15,384,615
41.68
6,157,184
16.68
D i rec t or s ’ Sec u r i t y H old i n g s a s a t 2 7 A u g u s t 2 0 1 3
Beneficial
Non-beneficial
ShareholdingShareholding
Number of
Ordinary Shares
Mark Darrow
191,528
Tim Cook*
486,006
Michael Morton**
15,384,615
Stefan Preston
-
Phil Newland***
153,846
Shane McKillen
-
Number of
Ordinary Shares
6,157,184
-
*Non-Beneficial Shareholding relates to holding by Collins Asset Management Limited. Tim Cook is the Managing Director of Collins Asset Management Limited.
**Holding is through MBH Limited (previously Mad Butcher Holdings Limited), a company owned by interests associated with Michael Morton.
***Holding is through RMI Holdings Limited, a company owned by interests associated with Phil Newland.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
47
SHAREHOLDER AND STATUTORY INFORMATION continued
Top 2 0 Shareholder s
The following table shows the names and holdings of the top 20 shareholders of the Company as at 27 August 2013.
Shareholders
% of total
Ordinary
OrdinaryShares
Shares
on Issue
1
MBH Limited (previously Mad Butcher Holdings Limited)
15,384,615
41.68
2
Collins Asset Management Limited
6,157,184
16.68
3
Ambrosia Trustees Limited 1,538,462
4.17
4
BNP Paribas Nominees (NZ) Limited 1,327,670
3.60
5
Custodial Services Limited #3
1,105,224
2.99
6
Accident Compensation Corporation 1,010,000
2.74
7
New Zealand Permanent Trustees Limited 917,468
2.49
8
Westpac NZ Shares 2002 Wholesale Trust 730,773
1.98
9
BT NZ Unit Trust Nominees Limited 538,784
1.46
10 Timothy John Cook
486,006
1.32
11 Simon Philip Wallace + Sievwrights Trustee Services (No4) Ltd
426,123
1.15
12 Custodial Services Limited #2
310,910
0.84
13 Custodial Services Limited #18
293,196
0.79
14 National Nominees New Zealand Limited 273,117
0.74
15 Richard George Anthony Kroon 272,629
0.74
16 Custodial Services Limited # 4
249,741
0.68
17 Custodial Services Limited #16
230,870
0.63
18 Andrew Harmos + Gregory Horton
210,770
0.57
19 Mint Nominees Limited
195,038
0.53
20 Mark Charles Darrow
191,528
0.52
TOTALS
31,850,10886.30
D i rec t or s ’ R em u n era t i o n a n d o t her B e n ef i t s
The table below sets out the total remuneration received by each Director from the Group for the year ended
30 June 2013.
Directors
Chairman
Committee
FeesFees
Chair FeesSalary
Name
($) ($) ($)($)
Mark Darrow
43,750
1,667
Tim Cook
30,416
1,667
Simon Wallace (resigned January 2013)
15,000
Phil Newland (appointed January 2013)15,000
Stefan Preston (appointed January 2013)
15,0001,667
Michael Morton (appointed May 2013)180,000*
Shane McKillen (appointed May 2013)6,667
*Salary from the Mad Butcher Business
48
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
D I R E C T O R S ’ I n dem n i t y a n d I n s u ra n ce
Veritas Investments Limited has insured and indemnified all of its Directors against liabilities and costs referred to
in Sections 162(3), 162(4) and 162(5) of the Companies Act 1993. The insurance and indemnities do not cover
liabilities arising from criminal activities.
E mployee s ’ R em u n era t i o n
During the period the number of employees, not being a Director of a member of the Group, who received
remuneration and the value of other benefits exceeding NZ$100,000 was as follows:
Remuneration Range ($NZ) Number of Employees
$150,000 - $200,000
1
A u d i t F ee s
The amount paid to KPMG, as auditor of the Group, is as set out in the notes to the financial statements.
D o n at i o n s
No donations have been made by the Group for the year ended 30 June 2013.
D i s clo s u re of I n t ere s t s
Entries in the Interests Register made during the year and disclosed pursuant to Sections 211(e), 140(1) 148(2)(b) of
the Companies Act 1993 are as follows:
Share Dealings by Directors
Directors held interests in the following shares in respect of the Group in the year ended 30 June 2013.
Director
Nature of interest
Date
Consideration
Number
of shares
Mark Darrow
Acquired pursuant to firm allocation under
the public offer.
8 May 2013
$100,000
76,923
Tim Cook
Acquired pursuant to firm allocation under
the public offer.
8 May 2013
$500,000
384,615
Tim Cook*
Acquired pursuant to firm allocation under
the public offer.
8 May 2013
$7,500,000
5,769,231
Phil Newland**
Acquired pursuant to firm allocation under
the public offer.
8 May 2013
$200,000
153,846
Michael Morton***
Allotment of shares in part payment of
the purchase price for the Mad Butcher
business.
8 May 2013
$20,000,000 15,384,615
* Acquired by Collins Asset Management Limited. Tim Cook is the Managing Director of Collins Asset Management Limited.
** Allotted to RMI Holdings Limited, a company owned by interests associated with Phil Newland.
*** Allotted to MBH Limited (previously Mad Butcher Holdings Limited), a company owned by interests associated with Michael Morton.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
49
SHAREHOLDER AND STATUTORY INFORMATION continued
D i s clo s u re of I n t ere s t s ( c o n t i n u e d )
Director interests in Transactions
Directors held interests in the following transactions in respect of the Group in the year ended 30 June 2013. Please
also refer to Note 16 of the Financial Statements, Related Party Transactions.
Director
Nature of transaction
Date
Tim Cook*
A Sub-underwriting Agreement between Collins Asset
Management Limited, Craigs Investment Partners Limited and
the Company whereby Collins Asset Management Limited agreed
to sub-underwrite $2.5 million of the public offer made by the
Company for a sub-underwriting fee of $100,000.
20 December 2012
Tim Cook*
An Equity Commitment Agreement between Collins Asset
Management Limited and the Company in respect of a firm
commitment of $7.5 million by Collins Asset Management Limited
under the public offer.
20 December 2012
Tim Cook
An Equity Commitment Agreement between Tim Cook and the
Company in respect of a firm commitment of $500,000 by Tim
Cook under the public offer.
20 December 2012
Phil Newland**
A Sub-underwriting Agreement between RMI Holdings Limited,
Craigs Investment Partners Limited and the Company whereby RMI
Holdings Limited agreed to sub-underwrite $2 million of the public
offer made by the Company for a sub-underwriting fee of $80,000.
16 January 2013
Phil Newland**
An Equity Commitment Agreement between RMI Holdings Limited
and the Company in respect of a firm commitment of $200,000 by
RMI Holdings Limited under the public offer.
16 January 2013
Mark Darrow
An Equity Commitment Agreement between Mark Darrow and the
Company in respect of a firm commitment of $100,000 by Mark
Darrow under the public offer.
22 February 2013
* Tim Cook is the Managing Director of Collins Asset Management Limited.
** RMI Holdings Limited is a company owned by interests associated with Phil Newland.
50
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
D i s clo s u re of I n t ere s t s ( c o n t i n u e d )
General Disclosure of Interests
General disclosure of interests given by Directors pursuant to section 140(2) of the Companies Act 1993.
Director Company/EntityOffice
Mark Darrow (Chairman)
Codar Holdings Limited
Director and Shareholder
Hydr8 Limited
Director
Lemon Z Limited
Director
Mad Butcher Limited
Director
MCD Capital Limited
Director and Shareholder
Motor Trade Offices Limited
Director
MTA Group Investments Limited
Director
MTA Member Equity Limited
Director
PGG Wrightson Finance
Executive Consultant
Sejuice Wine Limited
Director
Tudor Park Farm Limited
Director and Shareholder
Tudor Park Trustee Limited
Director and Shareholder
VnC Australia Limited
Independent Director
VnC Cocktails Limited
Independent Director
VnC Manufacturing Limited
Independent Director
Tim Cook
AHG Associated Practices Limited
Chairman/Director
Brand IT Group Limited
Director
Cardiac Investigation Services Limited
Chairman/Director
Century Investments and Holdings LimitedChairman/Director
Childcare NZ Limited
Director
Churchill Trust
Trustee
Codar Holdings Limited
Director and Shareholder
Collins Asset Management Equity Limited
Director
Collins Asset Management Investments Ltd
Director
Collins Asset Management Limited
Director
Collins Asset Management Medical Limited
Director
Collins Asset Management Technology Ltd
Director
Collins Equity Investors Limited
Director
Collins Investment Holdings Limited
Director
Cook Executive Contracting Limited
Director
Cook Executive Recruitment Limited
Director
Cottisloe Holdings Limited
Director
CT Angiography Limited
Chairman/Director
Dalkeith Trust
Trustee
Dunharrow Holdings Limited
Director
Freo Developments Limited
Director
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
51
SHAREHOLDER AND STATUTORY INFORMATION continued
General Disclosure of Interests continued
52
Tim Cook (continued)
Healthcare Limited
Director
Hydr8 Limited
Chairman/Director
Lemon Z Limited
Chairman/Director
Mad Butcher Limited
Director
Mintshot Limited
Director
Northcross Holdings Limited
Director
Safer Sleep Holdings (NZ) Limited
Chairman/Director
Safer Sleep Limited
Chairman/Director
SeJuice Wine LimitedChairman/Director
Shakespeare Trust
Trustee
Team McMillian Limited
Director
Team MINI Limited
Director
The Beverley Trust
Trustee
The Heart Institute Limited
Chairman/Director
Ultravision Cardiac Imaging Limited
Chairman/Director
Village Managers Limited
Chairman/Director
Village Trust
Trustee
VnC Australia
Chairman/Director
VnC Cocktails Limited
Chairman/Director
VnC Manufacturing Limited
Chairman/Director
Phil Newland
BG Capital Limited
Director
Les Mills Holdings Limited
Director
LPF Group Limited
Director
Mad Butcher Limited
Director
RMI Holdings Limited
Director
Stefan Preston
3M6 Property Ltd
Director and Shareholder
Atherton Trust
Trustee
Bachcare Limited
Director and Shareholder
Buffett Trust
Trustee
Essenze of Design NZ Ltd Director and Shareholder
Ingenio Ltd Director and Shareholder
Ingenio Services Limited
Director and Shareholder
Mad Butcher Limited
Director
Magic Memories Group Holdings Ltd
Director
New Zealand Comfort Group Ltd
Director
Rose and Thorne Design Ltd Director and Shareholder
The Comfort Group Ltd
Director
Wonderest Ltd
Director
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
Michael Morton
Funky Chicken Limited
Director
Grand Jul Limited
Director
Hampsta NZ Limited
Director
Mad Butcher Limited
Director
MB Bacon Company Limited
Director
MB Upper Hutt Limited
Director
MB Wanganui Limited
Director
MBH Limited
Director
MJM Bloodstock Limited
Director
MJM Trustees (No. 1) Limited
Director and Shareholder
Triple X Motorsport
Director
WDMMGM Limited
Director
Waipak Limited
Director and Shareholder
Wilmat Limited
Director
Yogg Limited
Director and Shareholder
Yogg Mission Bay Limited
Director and Shareholder
Shane McKillen
Better Living Cellular Limited
Director
Collinsville Limited
Director
Collinsville Securities Limited
Director
First Light Wines Limited
Director
Hampsta NZ Limited
Director
Hydr8 Limited
Director
Lemon Z Limited
Director
Mad Butcher Limited
Director
Matthew Halliday Racing Limited
Director
Rascasse Limited
Director
Sejuice Wine Limited
Director
Triple X Motorsport Limited
Director
VnC Cocktails Limited
Director
VnC Limited
Director
VnC Manufacturing Limited
Director
Waipak Limited
Director
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
53
Corporate Directory
Independent Directors
Mark Darrow (Chairman)
Phil Newland
Stefan Preston
Non Independent Directors
Tim Cook
Michael Morton
Shane McKillen
Group Financial Controller
Michael Naylor
Registered Office
c/o Collins Asset Management Limited
Level 3, 4 Viaduct Harbour Ave
PO Box 5408, Auckland 1141
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Private Bag 92119, Takapuna
AuditorsKPMG
54
Chartered Accountants
18 Viaduct Harbour Ave
PO Box 1584, Shortland Street 1140
Solicitors
Harmos Horton Lusk
Level 37, Vero Centre
48 Shortland Street
PO Box 28, Auckland 1010
Jackson Russell
Level 13, AIG Building
41 Shortland Street
PO Box 3451, Auckland 1010
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
This page has been intentionally left blank.
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013
55
This page has been intentionally left blank.
56
VERITA S INVESTMENTS LIMITED ANNUAL REPORT 2013