For personal use only - ASX · Noni B Group closed the half with total cash-on-hand of $27.8m and...

Noni B Limited

ABN 96 003 321 579

Appendix 4D – Results for announcement to the market

and

Interim Financial Report

Half-year ended 25 December 2016

Lodged with the ASX under Listing Rule 4.2A

For

per

sona

l use

onl

y

Appendix 4D – Noni B Limited Results for Announcement to the Market – 25 December 2016

NONI B LIMITED ABN: 96 003 321 579 Results for announcement to the market For the half-year ended 25 December 2016 (Comparative information is for the half-year ended 27 December 2015)

Financial Results

$’000

Revenue from ordinary activities Increased 141.8% to 142,997

Profit from ordinary activities after tax attributable to the owners of Noni B Limited

Decreased -11.4% to 2,460

Profit for the half-year attributable to the owners of Noni B Limited

Decreased -11.4% to 2,460

Dividends Amount per security (cents) Franked amount per

security (cents) Interim dividend – Current year Nil Nil

– Prior year Nil Nil

Final dividend – Current year Nil Nil

– Prior year Nil Nil

No interim dividend has been declared or proposed for the half-year reporting period ended 25 December 2016

Net Tangible Assets (NTA) Dec 2016 Dec 2015

Net tangible asset backing per ordinary security (19.0) cents 22.3 cents

Commentary on Results

The commentary on the results for the half-year is contained in the interim financial report attached to this results announcement.

Control gained over entities

On 5 September 2016, Noni B Limited acquired 100% of the issued share capital of CPH Fashion Pty Limited (Pretty Girl Fashion Group). This is a business which operates in the retail of women’s apparel and accessories. The brands acquired include Rockmans, W Lane, Beme and Table Eight.

Loss of control over entities Not applicable

Details of associates and joint venture entities Not applicable

Foreign entities Not applicable

Audit qualification or review

The financial statements were subject to a review by the auditors and the review report is attached as part of the interim report. Attachments Half-Year Financial Report Signed__________________________________ 24th February 2017 Scott Evans Managing Director Sydney

2

For

per

sona

l use

onl

y

Noni B Limited

ABN 96 003 321 579

Interim Financial Report For the half-year ended 25 December 2016

The interim financial report does not include all the notes of the type normally included in the annual financial

report. Accordingly, this report is to be read in conjunction with the 2016 annual report and any public announcements made by Noni B Limited during the interim reporting period in accordance with the

continuous disclosure requirements of the Corporations Act 2001.

3

For

per

sona

l use

onl

y

DIRECTORS' REPORT The directors present their report, together with the financial statements, on the Consolidated Entity consisting of Noni B Limited and the entities it controlled at the end of, or during, the half-year ended 25 December 2016. Directors The following persons were directors of Noni B Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated: Richard Facioni Chairman and Non-Executive Director Scott Evans Managing Director and Chief Executive Officer David Wilshire Non-Executive Director Sue Morphet Non-Executive Director Bradley Kady Noni-Executive Director (Appointed 05/09/2016)

Principal activities The principal activities of the Consolidated Entity constituted by the Company and the entities it controlled during the financial year were the retailing of women’s apparel and accessories. There were no significant changes in the nature of these activities during the financial year. Review of operations Noni B Limited (ASX:NBL) announces its financial results for the half year ended 25 December 2016, which included a four month contribution from the Pretty Girl business, acquired in September 2016:

Group total revenue increased 142% to $143m for the half (reflecting a four month contribution

from the Pretty Girl business) and like-for-like sales showed positive growth.

Underlying EBITDA as adjusted increased 138% to $14.3m and underlying pre-tax profit

increased 149% to $10.1m for the half, before transaction and restructuring costs relating to

the acquisition of Pretty Girl totalling $5.4m.

Statutory after-tax profit was $2.5m, reflecting the after-tax impact of one-off transaction and

restructuring costs.

Acquisition of Pretty Girl was successfully completed and integration is ahead of plan and

largely complete.

Results for the six months to 25-12-16 ($000)

27-12-15 ($000)

% change

Revenue 142,997 59,146 141.8%

Profit before tax 4,668 4,050 15.3%

Profit after tax 2,460 2,776 -11.4%

Earnings per share – basic/diluted (cents) 4.0 8.5 -52.9%

Financial Position

Noni B Group closed the half with total cash-on-hand of $27.8m and total bank debt of $30.0m. The stronger-than-expected cash position is, in part, due to the impact of key strategies delivered ahead of expectation, resulting in a significant improvement in the group’s working capital position.

4

For

per

sona

l use

onl

y

DIRECTORS' REPORT 2017 Full Year Outlook Subject to trade in the second half of the financial year Noni B Group is on track to achieve or exceed combined pro-forma revenue and underlying EBITDA consistent with its disclosure in the entitlements offer documents at the time of the Pretty Girl acquisition. Significant changes in the state of affairs On 5 September 2016, the Group acquired 100% of the issued capital of Consolidated Press Holdings Fashion Pty Ltd (Pretty Girl Fashion Group) and its controlled entities. The Pretty Girl Fashion Group is a business which operates in the retail of women’s apparel and accessories and includes brands such as Rockmans, W Lane, Beme and Table Eight. The acquisition provides the Group with a strategic market position and greater growth opportunities. The half-year financial report includes the results of the Pretty Girl Fashion Group for the period from acquisition date. In late December, the Group restructured the business lines which resulted in the closure of the China sourcing office. Rounding of amounts The consolidated entity satisfies the requirements of ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 issued by the Australian Securities and Investments Commission in relation to rounding of amounts in the directors' report and the financial statements to the nearest thousand dollars. Amounts have been rounded off in the directors' report and financial statements in accordance with that Legislative Instrument. Auditor’s independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the directors Richard Facioni Chairman Scott Evans Managing Director Dated this 24th February 2017

5

For

per

sona

l use

onl

y

Level 11, 1 Margaret St Sydney NSW 2000 Australia

Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au

BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

DECLARATION OF INDEPENDENCE BY PAUL BULL TO THE DIRECTORS OF NONI B LIMITED

As lead auditor for the review of Noni B Limited for the half-year ended 25 December 2016, I declare

that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the review; and

2. No contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Noni B Limited and the entities it controlled during the period.

Paul Bull

Partner

BDO East Coast Partnership

Sydney, 24 February 2017

6

For

per

sona

l use

onl

y

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

NONI B LIMITED AND CONTROLLED ENTITIES

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the half-year ended 25 December 2016

25 December 2016 27 December 2015

Note $'000 $'000

Continuing Operations

Sales revenue 3 140,537 57,546

Cost of goods sold (50,628) (18,204)

Other revenues 3 2,460 1,600

Expenses, excluding finance costs 4 (87,254) (36,889)

Finance costs (447) (3)

Profit before income tax 4,668 4,050

Income tax (2,208) (1,274)

Profit attributed to members of the parent entity 2,460 2,776

Other comprehensive income, net of tax - -

Total comprehensive income for the half-year attributed to members of the parent entity 2,460 2,776

Earnings per share

Basic earnings per share (cents per share) 12 4.0 8.5

Diluted earnings per share (cents per share) 12 4.0 8.5

7

For

per

sona

l use

onl

y


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 25 December 2016

25 December 2016 26 June 2016

ASSETS Note $'000 $'000

CURRENT ASSETS

Cash and cash equivalents 27,769 12,919

Trade and other receivables 5,552 1,506

Inventories 30,431 11,419

Derivative financial asset 5 79 -

Other current assets 889 327

TOTAL CURRENT ASSETS 64,720 26,171

NON-CURRENT ASSETS

Property, plant and equipment 30,036 6,416

Intangible assets 8 74,798 494

Deferred tax assets 12,755 3,737

Other non-current assets 137 153

TOTAL NON-CURRENT ASSETS 117,726 10,800

TOTAL ASSETS 182,446 36,971

LIABILITIES CURRENT LIABILITIES

Trade and other payables 49,043 16,893

Loans and Borrowings 7 4,479 33

Provisions 9,897 4,219

Derivative financial liability 5 615 314

Tax liabilities 3,990 -

Other current liabilities 4,079 819

TOTAL CURRENT LIABILITIES 72,103 22,278

NON-CURRENT LIABILITIES

Loans and Borrowings 7 24,798 -

Provisions 1,418 600

Deferred tax liabilities 11,114 44

Other non-current liabilities 11,691 2,099

TOTAL NON-CURRENT LIABILITIES 49,021 2,743

TOTAL LIABILITIES 121,124 25,021

NET ASSETS 61,322 11,950

EQUITY

Issued capital 9 68,340 21,710

Reserves 1,426 1,144

Accumulated losses (8,444) (10,904)

TOTAL EQUITY 61,322 11,950

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

8

For

per

sona

l use

onl

y


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the half-year ended 25 December 2016

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

Issued capital Retained earnings

(Accumulated Losses) Equity Reserve Total

$’000 $’000 $’000 $’000

Balance at 28 June 2015 20,754 (13,114) 742 8,382

Profit after income tax for the half-year - 2,776 - 2,776

Other comprehensive income for the half-year net of tax - - - -

Total comprehensive income for the half-year - 2,776 - 2,776

Transactions with owners in their capacity as owners:

Share based payments - - 197 197

Issue of share capital 956 - - 956

Balance at 27 December 2015 21,710 (10,338) 939 12,311

Balance at 26 June 2016 21,710 (10,904) 1,144 11,950

Profit after income tax for the half-year - 2,460 - 2,460

Other comprehensive income for the half-year net of tax - - - -

Total comprehensive income for the half-year - 2,460 - 2,460

Transactions with owners in their capacity as owners:

Share based payments - - 282 282

Issue of share capital 46,630 - - 46,630

Balance at 25 December 2016 68,340 (8,444) 1,426 61,322

9

For

per

sona

l use

onl

y


CONSOLIDATED STATEMENT OF CASH FLOWS For the half-year ended 25 December 2016


Note $'000 $'000

Cash flows from operating activities

Receipts from customers (inclusive of GST) 153,265 65,995

Payments to suppliers and employees (inclusive of GST) (125,108) (57,359)

Transaction and restructuring costs paid (5,432) -

Interest received 17 47

Interest and other finance costs paid (418) (3)

Income taxes paid (22) -

Net cash provided by operating activities 22,302 8,680

Cash flows from investing activities

Purchase of property, plant and equipment (7,338) (1,739)

Purchase of software assets (215) -

Payment for purchase of business, net of cash acquired 11 (65,529) -

Proceeds from sale of property, plant and equipment 10 66

Net cash used in investing activities (73,072) (1,673)

Cash flows from financing activities

Proceeds from issue of share capital 36,467 956

Proceeds from borrowings 30,000 -

Payment of borrowing costs (814) -

Payments on finance lease and other liabilities (33) (149)

Net cash provided by financing activities 65,620 807

Net increase in cash and cash equivalents 14,850 7,814

Cash and cash equivalents at the beginning of the half-year 12,919 8,493

Cash and cash equivalents at the end of the half-year 27,769 16,307

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

10

For

per

sona

l use

onl

y

NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 25 December 2016

Note 1. Significant accounting policies Reporting Entity Noni B Limited is a company domiciled in Australia. The consolidated interim financial statements, as at and for the six months ended 25 December 2016, comprise the company and its subsidiaries (together referred to as the “Consolidated Entity” or

“Group”). The Consolidated Entity is primarily involved in the retailing of women’s apparel and accessories. Basis of preparation

These general purpose financial statements for the interim half-year reporting period ended 25 December 2016 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 26 June 2016 and any public announcements made by the Group during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

Currency

The interim financial statements are presented in Australian currency.

Registered office and principal place of business

Ground Floor, 61 Dunning Avenue, Rosebery NSW 2018, Australia

New, revised or amending Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Note 2. Operating segments

Management has determined the operating segments based on internal reports reviewed and used by the Chief Executive Officer (“CEO”) in assessing performance and in determining the allocation of resources. The Group operates wholly within once geographic region – Australia and is organised into one operating segment (fashion retail). Whilst the Group sells across different brands it was determined, based on similarities, to aggregate into one segment. The similarities include marketing (both in the processes and the target customer) as well as the production and distribution processes (standardised across the Group). The CEO assesses the performance of the operations based on a measure of underlying EBITDA (earnings before interest, tax, depreciation and amortisation adjusted for fair value revaluation of derivative financial instruments through profit or loss and restructuring costs). The accounting policies adopted for internal reporting to the CEO are consistent with those adopted in the financial statements. The information reported to the CEO is on at least a monthly basis, including weekly reporting on

key metrics.

11

For

per

sona

l use

onl

y

NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 25 December 2016 Note 3. Revenue

Consolidated


$’000 $’000

Sales of goods 140,537 57,546

Other revenue

Jewellery commission 2,058 1,373

Rendering of services 358 114

Interest 34 47

Profit on sale of non-current assets 10 66

Total other revenue 2,460 1,600

Total revenue 142,997 59,146

Note 4. Expenses excluding finance costs

Consolidated


$’000 $’000

Marketing and selling expenses 38,028 16,929

Occupancy expenses 32,052 14,266

Administrative expenses 16,439 5,561

Other expenses 735 133

Total expenses excluding finance costs 87,254 36,889

Note 5. Derivatives The Group measures financial instruments at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants at the measurement date. Fair value measurement is based on presumptions that the transaction to sell the asset or transfer the liability takes place in either the principal market for the asset or liability, or, in the absence of a principal market, the most advantageous market for the asset or liability which is accessible to the Group.

25 December 2016

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

FINANCIAL ASSETS

Swaps - 79 - 79

Total derivative financial instruments - 79 - 79

FINANCIAL LIABILITIES

Forward exchange contracts - 615 - 615


26 June 2016

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

FINANCIAL LIABILITIES

Forward exchange contracts - 314 - 314


12

For

per

sona

l use

onl

y

NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 25 December 2016 Note 6. Derivative Financial Instruments (continued) Fair value of financial assets and liabilities The Group uses various methods in estimating the fair value of financial assets and liabilities. These methods, based on the lowest level input that is significant to the fair value measurement as a whole comprise:

Level 1 ‘- Measurement based on quoted prices (unadjusted) in active markets Level 2 ‘- Measurement based on inputs other than quoted prices included in level 1 that are observable for the asset

or liability, either directly (as prices) or indirectly (derived from prices) Level 3 ‘- Measurement based on using inputs for the asset or liability that are not based on observable market data

(unobservable inputs) There were no transfers between Level 1, Level 2 and Level 3 during the period. At the reporting date, the fair value of cash and cash equivalents, trade and other receivables and trade and other payables approximates their carrying values. In order to hedge its exposure to fluctuations in foreign exchange rates the Group enters into forward exchange contracts. The contracts are used to purchase US dollars and are measured based on observable spot exchange rates.

Note 7. Loans and Borrowings

Consolidated


$’000 $’000

CURRENT

Lease liability - 33

Bank loans 4,750 -

Facility establishment fees (271) -

Total current loans and borrowings 4,479 33

NON-CURRENT

Lease liability - -

Bank loans 25,250 -

Facility establishment fees (452) -

Total non-current loans and borrowings 24,798 -

Total loans and borrowings 29,277 33

All loans and borrowings are recognised at the fair value of the consideration received less directly attributable transaction costs. Fees paid on the establishment of loan facilities are amortised over the term of the facility. Lease liability In the prior year the Group had outstanding lease liabilities which were subsequently fully paid Bank Loans At 25 December 2016, the Group had outstanding borrowings of $30m (26 June 2016: nil) The Group’s loan facilities comprise of loan facilities of $30m, working capital facilities of $5m and bank guarantee facilities of $2m which were available to the Group.

13

For

per

sona

l use

onl

y

NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 25 December 2016 Note 8. Intangible assets

Consolidated

25 December 2016

Goodwill Brand names Software Total

$’000 $’000 $’000 $’000

Opening balances

Opening net carrying value - - 494 494

Additions 37,787 36,300 332 74,419

Amortisation charge - - (115) (115)

Closing net carrying value 37,787 36,300 711 74,798

Historical cost

Cost or fair value 37,787 36,300 835 74,922

Accumulated amortisation - - (124) (124)

Net carrying value 37,787 36,300 711 74,798

Goodwill

Goodwill represents the excess of the cost of the Pretty Girl Fashion Group acquisition over the fair value of the net identifiable assets at the date of acquisition, including brand names. The acquisition accounting for the transaction detailing the assets and liabilities recognised is referenced in Note 11. Business Combinations

Note 9. Equity – Share capital

Consolidated


$’000 $’000

Fully paid ordinary shares

Balance at the beginning of the financial year 21,710 20,754

Issue of shares 46,630 956

Ordinary shares 68,340 21,710

Fully paid ordinary shares No. No.

Balance at the beginning of the financial year 39,081,040 32,090,136

Issue of shares during the period (i) 40,427,260 7,140,904

Share buy-back - (150,000)

Balance at the end of the financial year 79,508,300 39,081,040

‘(i) a total of 40,427,260 shares were issued in relation to the retail entitlement offer and acquisition of the Pretty Girl Group (38,203,374), Performance (2,150,000) and Bonus (73,886) shares.

Note 10. Dividends Paid

Consolidated


$’000 $’000

‘a. There have been no dividends declared or paid in the current period

‘b. Balance of franking account at half year adjusted for franking credits arising:

‘- payment of provision for income tax ‘- dividends recognised as receivables and franking debits arising from payment of proposed dividends

Franking account balance 5,966 5,966

14

For

per

sona

l use

onl

y

NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 25 December 2016

Note 11. Business Combinations

Pretty Girl Fashion Group

On the 5 September 2016, the Group acquired 100% of the shares of the Pretty Girl Fashion Group from Consolidated Press Holdings Pty Ltd. This is a business which operates in the retail of women’s apparel and accessories and provides the Group with a strategic market position and greater growth opportunities. The brands within the Pretty Girl Fashion Group include Rockmans, W Lane, Beme and Table Eight.

Details of the acquisition are as follows: Fair value $’000

Consideration

- Cash paid for purchase 67,472 - Net cash acquired (1,943)

Cash consideration / net cash outflow 65,529

- Ordinary shares in NBL 7,720,116 at $1.25 9,650

Total consideration 75,179

Net identifiable assets acquired - Trade and other receivables 1,625 - Inventories 20,687 - Other current assets 857 - Property, plant and equipment 19,756 - Intangibles 65 - Brand Names 36,300 - Deferred tax assets 6,544 - Trade and other payables (30,230) - Deferred tax liabilities (10,890) - Provisions (7,322)

Net identifiable assets acquired 37,392

Goodwill on acquisition 37,787

1. Transaction costs of $1.8m and restructuring costs of $3.6m were recognised in respect to this acquisition for the half year and are included in the consolidated statement of profit or loss and other comprehensive income.

2. As part of the acquisition, an additional $7.3m contingent consideration payment is due subject to meeting sales hurdles in FY2017 and FY2018. Management has assessed the factors giving rise to the contingent consideration and based on this has determined that no payment is likely to be made.

Impact of acquisition on the results of the Group:

As the acquisition occurred on 5 September 2016, the revenue and profit of the Group for the half year ended 25 December 2016 reflects trading for 5 September 2016 to 25 December 2016 of the acquired business.

AASB 3 Business Combinations requires disclosure of both the revenue and profit and loss of the acquired entities from the date of acquisition, and disclosure of revenue and profit and loss for the current reporting period as though the acquisition date for all business combinations had been as of 27 June 2016 (commencement of the financial period). The acquired entities contributed revenues of $83.2m to the Group for the period from 5 September to 25 December 2016. Management has however determined that disclosure of the profit and loss of the acquired entities from date of acquisition and the revenue and profit and loss of the Group (as though the acquisition date had been as of 27 June 2016) is impracticable after considering various factors including the pre-acquisition operating environment of the acquired Pretty Girl Fashion Group entities and the effective merger of the acquired entities into the marketing, production, distribution and other activities of the Group.

Provisional amounts

As the acquisition has only recently occurred the Group has provisionally accounted for the acquisition. The final position will be accounted for within 12 months in accordance with AASB 3.

Note 12. Earnings per share

Consolidated


$’000 $’000

Earnings per share for profit

Profit after income tax 2,460 2,776

Profit after income tax attributable to the owners of Noni B Limited 2,460 2,776

Number Number

‘000 ‘000

Weighted average number of ordinary shares used in calculating

‘- basic earnings per share 61,291 32,721

‘- diluted earnings per share 61,291 32,721

Basic earnings per share (cents per share) 4.0 8.5

Diluted earnings per share (cents per share) 4.0 8.5

15

For

per

sona

l use

onl

y

NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 25 December 2016 Note 13. Contingent liabilities

The Group is not aware of any contingent assets and liabilities at reporting date. Contingent assets and contingent liabilities have not materially changed since 27 June 2016.

Note 14. Commitments

The acquisition of the Pretty Girl Fashion Group has resulted in an increase in commitments by the Group. The increase in Commitments at December but not recognised as liabilities is represented by the operating leases for the stores acquired. Operating leases on retail stores are mostly non-cancellable with rent payable monthly in advance. Contingent rental provisions within lease agreements generally require minimum lease payments be increased by CPI or a percentage factor. Certain agreements have option arrangements to renew the lease for an additional term.

Note 15. Events subsequent to reporting date

There were no matters or circumstances specific to Noni B that have arisen since 25 December 2016 that have significantly affected or may significantly affect:

The Groups operations in future financial years; The results of those operations in future financial years; or The Groups state of affairs in future financial years.

16

For

per

sona

l use

onl

y

DIRECTORS' DECLARATION a) The financial statements and notes set out on pages 7 to 16, are in accordance with the

Corporations Act 2001 and:

i) comply with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and

ii) give a true and fair view of the consolidated entity’s financial position as at 25 December 2016 and of its performance for the half-year ended on that date.

b) In the directors’ opinion, there are reasonable grounds to believe that the company will be able

to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

Scott Evans Managing Director

Declaration made 24th February 2017

17

For

per

sona

l use

onl

y

Level 11, 1 Margaret St Sydney NSW 2000 Australia

Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au

BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Noni B Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Noni B Limited, which comprises the

consolidated statement of financial position as at 25 December 2016, the consolidated statement of

profit or loss and other comprehensive income, the consolidated statement of changes in equity and

the consolidated statement of cash flows for the half-year ended on that date, notes comprising a

statement of accounting policies and other explanatory information, and the directors’ declaration of

the consolidated entity comprising the company and the entities it controlled at the half-year’s end or

from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that

gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act

2001 and for such internal control as the directors determine is necessary to enable the preparation of

the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We

conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review

of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether,

on the basis of the procedures described, we have become aware of any matter that makes us believe

that the half-year financial report is not in accordance with the Corporations Act 2001 including giving

a true and fair view of the consolidated entity’s financial position as at 25 December 2016 and its

performance for the half-year ended on that date; and complying with Accounting Standard AASB 134

Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Noni B Limited,

ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual

financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible

for financial and accounting matters, and applying analytical and other review procedures. A review is

substantially less in scope than an audit conducted in accordance with Australian Auditing Standards

and consequently does not enable us to obtain assurance that we would become aware of all significant

matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations

Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which

has been given to the directors of Noni B Limited, would be in the same terms if given to the directors

as at the time of this auditor’s review report.

18

For

per

sona

l use

onl

y

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us

believe that the half-year financial report of Noni B Limited is not in accordance with the Corporations

Act 2001 including:

(i) Giving a true and fair view of the consolidated entity’s financial position as at 25 December 2016

and of its performance for the half-year ended on that date; and

(ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations

Regulations 2001.

BDO East Coast Partnership

Paul Bull

Partner

Sydney, 24 February 2017

19

For

per

sona

l use

onl

y

For personal use only - ASX · Noni B Group closed the half with total cash-on-hand of $27.8m and...

Documents

Transcript of For personal use only - ASX · Noni B Group closed the half with total cash-on-hand of $27.8m and...