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
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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
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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.
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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.
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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
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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
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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
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NONI B LIMITED AND CONTROLLED ENTITIES
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
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NONI B LIMITED AND CONTROLLED ENTITIES
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
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NONI B LIMITED AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS For the half-year ended 25 December 2016
25 December 2016 27 December 2015
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
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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.
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NOTES TO THE FINANCIAL STATEMENTS For the half-year ended 25 December 2016 Note 3. Revenue
Consolidated
25 December 2016 27 December 2015
$’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
25 December 2016 27 December 2015
$’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
Total derivative financial instruments - 615 - 615
26 June 2016
Level 1 Level 2 Level 3 Total
$’000 $’000 $’000 $’000
FINANCIAL LIABILITIES
Forward exchange contracts - 314 - 314
Total derivative financial instruments - 314 - 314
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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
25 December 2016 26 June 2016
$’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.
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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
25 December 2016 26 June 2016
$’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
25 December 2016 26 June 2016
$’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
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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
25 December 2016 27 December 2015
$’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
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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.
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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
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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.
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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
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sona
l use
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