NONI B LIMITED ABN 96 003 321 579
NONI B GROUP ANNUAL REPORT 2019 1 Over the past 5 years Noni B Group has grown to be one of the largest fashion retail groups in Australia.Our brands include Millers, W.Lane, Noni B, Rivers, Katies, Autograph, Rockmans, Crossroads, and beme, we span Australia and New Zealand with a digital presence and a network of 1,379 stores. Our collective purpose is to help our customers express their love of life – by embracing the truth that every occasion is a special occasion worth feeling fabulous for.Contents1234610Company DescriptionResults in BriefChairman’s ReportManaging Director’s ReportBrands in ReviewOnline Growth1314161873Ethical SourcingPeople & CultureBoard of DirectorsFinancial statementsCorporate DirectoryWe put the customer at the heart of everything we do.We believe in delivering consistent growth with a core focus on service, execution and differentiation.We drive for growth. We drive for success.SCOTT EVANS CEO NONI B GROUP NONI B GROUP ANNUAL REPORT 2019 1 Over the past 5 years Noni B Group has grown to be one of the largest fashion retail groups in Australia.Our brands include Millers, W.Lane, Noni B, Rivers, Katies, Autograph, Rockmans, Crossroads, and beme, we span Australia and New Zealand with a digital presence and a network of 1,379 stores. Our collective purpose is to help our customers express their love of life – by embracing the truth that every occasion is a special occasion worth feeling fabulous for.Contents1234610Company DescriptionResults in BriefChairman’s ReportManaging Director’s ReportBrands in ReviewOnline Growth1314161873Ethical SourcingPeople & CultureBoard of DirectorsFinancial statementsCorporate DirectoryWe put the customer at the heart of everything we do.We believe in delivering consistent growth with a core focus on service, execution and differentiation.We drive for growth. We drive for success.SCOTT EVANS CEO NONI B GROUP GROUP REVENUE $m
ONLINE SALES % of group revenue
EBITDA1 $m
900
800
700
600
500
400
300
200
100
0
10
8
6
4
2
0
45
40
30
20
10
0
(5)
FY14
FY15
FY16
FY17
FY18
FY19
FY16
FY17
FY18
FY19
FY14 FY15 FY16 FY17 FY18 FY19
DEPRECIATION $'000
NET PROFIT AFTER TAX $m
EARNINGS PER SHARE cents
25
20
16
12
8
4
0
20
15
10
5
0
(5)
(10)
20
10
0
(10)
(20)
(30)
FY14
FY15
FY16
FY17
FY18
FY19
FY14 FY15 FY16 FY17 FY18 FY19
FY14 FY15 FY16 FY17 FY18 FY19
1. EBITDA is a non-AAS financial measure, defined for the purposes of this document as earnings before interest, tax, depreciation,
amortisation, non-recurring income/expenditure and certain non-cash items such as share based payments and unrealised foreign
exchange gains/losses
2. Increase in depreciation in FY2019 is linked to the acquired brands and has no operating cash flow impact.
2
We put the customer at the heart of everything we do.
Lorem ipsumRESULTSIN BRIEFCHAIRMAN’SREPORTThe following charts reflect Noni B Group’s journey since 2014.RICHARD FACIONICHAIRMAN27.08.19
FY2019 was another very successful year for Noni B Group.
Underlying earnings before interest, tax, depreciation and
amortisation (EBITDA) increased by 22% to $45.5 million
at the same time as we consolidated and integrated five
additional brands acquired from Specialty Fashion Group on
2 July 2018.
This result, at a time of considerable change within the
business and an uncertain economic climate globally
and domestically, was a significant achievement. When
we announced the acquisition of the Specialty brands,
we conservatively expected them to break-even on an
EBITDA basis in FY2019, returning to profit in FY2020. We
achieved anticipated synergies and merger benefits ahead
of schedule and identified additional efficiencies, resulting
in the five brands, collectively, making a positive earnings
contribution for the year.
Net profit after tax (NPAT) was $8.2 million (FY2018:
$17.3 million) after $9.1 million of restructuring costs before
tax and $10.6 million of additional depreciation relating to
the acquired brands. The additional depreciation charges
had no cash flow impact.
The company’s balance sheet continued to strengthen, with
positive operating cash flow of $23.5 million and net cash
of $7.1 million at year-end. As a result of the strong financial
position and the increase in underlying earnings per share,
the Board has declared a final fully franked dividend of
5.5 cents per share, up from 4 cents in FY2018, payable
on 24 October 2019. This follows the 9 cents fully franked
interim dividend paid in March 2019. Whilst this represents a
high payout ratio based on underlying net profits, it reflects
our confidence in earnings growth in FY2020.
I am grateful to all members of our team – both in our
stores and in our support centre – for an extraordinary
effort over the past year and thank them for achieving
this strong performance. As the business continues to
grow, we maintain our focus on attracting the best people
and ensuring the Group has the breadth and depth of
management to achieve that growth.
We have strengthened our Board with the appointment of
Jacqueline A. Frank as a Non-Executive Director. Jackie was
the inaugural editor of Australian Marie Claire magazine
and General Manager of Pacific Magazines, overseeing its
fashion, beauty, health and customer sections, and she
has a long track record of building and developing brands.
She has also been a strong advocate for equal rights in
the workplace.
We are proud of the Group’s diversity, with women filling
64% of the top 22 executive positions and now making up
50% of the Company’s Non-Executive Directors. As one of
Australia’s largest retail fashion groups, our Board takes its
corporate and social responsibilities seriously and works
closely with suppliers to ensure our ethical sourcing policies
are upheld.
We will continue to review growth opportunities through
acquisitions to expand our current business. Our brands’
strong customer loyalty offers considerable potential to
broaden the range of products we sell and we plan to
capitalise on this during the coming year with accelerated
investment in our online strategy.
Together with additional stores, this strategy is expected
to grow the Group’s underlying earnings, with FY2020
results benefiting in full from the synergies and operational
improvements achieved during the past year.
We are now a significant multi-brand retail group, and we
believe this should be reflected in the company’s corporate
branding. Accordingly, at the annual general meeting in
November we will invite shareholders to approve a change
in the company’s name to Mosaic Brands Ltd. This is
another significant milestone for the Group and reflects the
synergistic and complementary collection of brands that are
now part of the portfolio.
The Group has a highly skilled and committed executive
team, focused on achieving sustainable sales and earnings
growth by placing the customer at the heart of everything
we do. I thank Scott and his team for their outstanding
achievements over the past year, and also my fellow
Non-Executive Directors – Sue Morphet, Jackie Frank and
David Wilshire – for their ongoing support and guidance.
NONI B GROUP ANNUAL REPORT 2019 3
Lorem ipsumRESULTSIN BRIEFCHAIRMAN’SREPORTThe following charts reflect Noni B Group’s journey since 2014.RICHARD FACIONICHAIRMAN27.08.19 I am very pleased with Noni B Group’s FY2019 results, which
continued the substantial improvements seen since FY2015. After four
years of comparable store growth, we changed strategy in FY2019
and focused on margin, and this enabled us to achieve underlying
earnings before interest, tax, depreciation and amortisation
(EBITDA) of $45.5 million.
On 2 July 2018, Noni B Group successfully completed the
acquisition of a portfolio of five women’s fashion brands from
Specialty Fashion Group, transforming the company into one of the
dominant retail fashion groups in Australia and New Zealand, while
reinforcing the focus on our specific market segment. The acquired
portfolio had been unprofitable for some time but the five brands
complemented our existing business and we saw the opportunity
to achieve $30 million in cost synergies. Following the acquisition,
we focused on executing the strategies that restored the original
Noni B business to profit within 12 months and increased Pretty
Girl Fashion Group profits significantly within eight months.
In November 2018, we were pleased to announce that the cost
synergies of $30 million had already been achieved, additional
annualised savings of $20 million had been identified and
the portfolio was expected to generate positive EBITDA
for FY2019. .
In February 2019, we indicated that FY2020 earnings would
benefit from yet further efficiencies and margin improvements
due to the Group’s focus on profitable sales. I am very pleased
that, as at 30 June 2019, the Group had cemented cost
savings of $70 million, of which $30 million are yet to be
reflected in earnings and will be fully realised in FY2020.
Achievements of FY2019
The increase in the Group’s FY2019 underlying EBITDA
to $45.5 million from $37.2 million the previous year
was delivered despite a difficult trading environment.
It reflected more than just cost savings; in addition to
consolidation of supply chains and integration of all
back-office and IT systems, there were improvements
throughout the business, including working capital, that
will further benefit future years’ performance.
With nine brands and an expanded store footprint, we
have an increased amount of data that has enhanced
our understanding of each brand’s customers, their
product preferences, shopping habits and behaviours.
These insights have guided our decisions across the
Group to improve all aspects of our customers’ journey
4
We put the customer at the heart of everything we do.
MANAGING DIRECTOR’SREPORTBEFOREAFTERBEFOREAFTERSCOTT EVANSMANAGING DIRECTOR27.08.19
In summary, we are a very different company than a year
ago. The changes we have made have created a stronger and
more profitable business which is financially stable, generates
cash and provides a solid platform for future expansion.
Looking ahead
We continue to put the customer at the heart of everything
we do. We will build on and further strengthen our
relationship by engaging on all platforms and offering a
growing selection of products.
The momentum I mentioned in last year’s annual report
is accelerating and, following substantial progress in the
past year, we expect underlying EBITDA in FY2020 to be in
line with market consensus of $75 million. We are excited
about the potential to be unlocked by greater analysis of
our Group’s data, store expansion and online strategies, and
we look forward to further revenue and earnings growth in
FY2021 and beyond.
from product collections to store rostering, as well as
increasing their emotional engagement and experience.
We now have 6,803 team members, compared with 3,139
at the end of FY2018. The Group’s core values and ‘can
do’ culture continue to evolve, with increased focus on
training to ensure we deliver superior in-store experience
and service. Our values reflect the heart and soul of the
Group and influence how we interact with each other,
our customers and our suppliers. A core asset and key
differentiator is the Noni B Group team, which continues to
focus on the customer and go ‘above and beyond’ to ensure
we continually exceed her expectations. I thank our team
members for their support, hard work and achievements
during the many changes over the past year.
Our omni-channel strategy will be a pillar of the Group’s
growth in FY2020 and beyond. We continue to invest in
this, expanding our dedicated team, adding new digital
marketing channels and improving customer experience.
In FY2019 online sales increased by 4.0% to 9.8% of total
Group sales.
We refined our expanded store network, investing in
40 stores in new locations and closing 87 stores as a result
of unfavourable rental agreements. At the end of June 2019,
we were successfully operating 1,379 stores, compared with
641 a year earlier.
Partnerships with key suppliers were consolidated and
strengthened, leading to improvements in the supply chain,
both reducing the cost of goods and increasing speed to
market to meet customers’ changing demands faster.
NONI B GROUP ANNUAL REPORT 2019 5
MANAGING DIRECTOR’SREPORTBEFOREAFTERBEFOREAFTERSCOTT EVANSMANAGING DIRECTOR27.08.19 Millers understands that style is timeless. We
are the destination for affordable, ageless
fashion that doesn’t compromise on comfort
or fit. We’re here to admire and celebrate our
customer and all her life achievements and
experiences.
We understand her and what is precious to her, but
most importantly, that we know how to make her
look & feel incredible.
lady
The W.Lane
is understated
and timeless, she has an active and
fulfilling lifestyle. She loves to travel, is
adventurous in spirit, and keeps her style
looking fresh and now.
travel-ready,
We pride ourselves on
easy-care items that celebrate the comfort of
natural fibres that is unique to W.Lane. Colour,
print and texture make her feel inspired, while
quality, one-of-a-kind details and personalised
service give her a sense of value. We help her
take on, and travel the world.
6
We put the customer at the heart of everything we do.
Each with its unique personality, our brands all cater to individual customer needs and desires. 2019 BRANDSIN REVIEWEMAIL SUBSCRIBERS751k526k269k806kONLINE VISITS9.8m4.6m5.8m8.1mSTORES286107217133MEMBERS4.5m1.6m2m3.4m
The NONI B woman believes that every day is
a special occasion worth feeling fabulous for.
She is looking for classic, timeless style that
makes her feel beautiful. Whether she’s working
or spending time with family, the NONI B woman
embraces life.
We help her express her love of life, by acting as a style
authority, providing her with smart dressing and smart
casual fashion that’s classic, timeless and elegant.
With a positive attitude, the Rivers customer
is stylish, outgoing and full of energy.
At Rivers, we’re kitting out our customers with
everything they need from head to toe. We
provide value driven fashion with great fit and
quality that looks good and takes our customers
from day to night.
NONI B GROUP ANNUAL REPORT 2019 7
Each with its unique personality, our brands all cater to individual customer needs and desires. 2019 BRANDSIN REVIEWEMAIL SUBSCRIBERS751k526k269k806kONLINE VISITS9.8m4.6m5.8m8.1mSTORES286107217133MEMBERS4.5m1.6m2m3.4m S T O R E S
1 3 8
8 8
2 9 5
8 0
3 5
M E M B E R S
2 . 8 m
1 . 2 m
3 . 9 m
2 . 5 m
7 7 8 k
O N L I N E V I S I T S
7. 7 m
5 . 7 m
9 . 1 m
5 . 7 m
3 m
E M A I L S U B S C R I B E R S
6 1 7 k
2 4 7 k
5 2 6 k
5 0 0 k
1 7 5 k
Embracing life with a thirst to be inspired,
the Katies woman constantly seeks clothes
to match her personality and individual style.
She covets modern, feminine fashion and will
always gravitate towards stylish, easy-wear
pieces that can be dressed up or down.
We create unique and versatile fashion to
match her style, through effortless and flattering
fabrications.
Autograph specialises in designing,
fitting and styling plus-size women
in sizes 14 to 26. Our aim is to create
modern attainable fashion that inspires
and empowers women to step out
looking great and feeling confident.
We’re all about being inclusive, and helping
our customer feel her best with a signature
style. Autograph
all occasions.
is her go-to-source for
8
We put the customer at the heart of everything we do.
S T O R E S
1 3 8
8 8
2 9 5
8 0
3 5
M E M B E R S
2 . 8 m
1 . 2 m
3 . 9 m
2 . 5 m
7 7 8 k
O N L I N E V I S I T S
7. 7 m
5 . 7 m
9 . 1 m
5 . 7 m
3 m
E M A I L S U B S C R I B E R S
6 1 7 k
2 4 7 k
5 2 6 k
5 0 0 k
1 7 5 k
The Rockmans girl is bright, happy, fun &
free with a desire to be inspired, a desire for
value. She loves living life on her own terms
and celebrating in style. She understands
quality and seeks real value – these are the
drivers of her shopping experience.
Offering aspirational style at an affordable price,
we own print and colour, as we know it makes our
customer feel that they can have fun in every moment.
Having her own rules of fashion and her own
bold, characteristic style. The Crossroads
customer is fun, vibrant and confident, she
doesn’t take herself too seriously and will always
be ‘forever 30’. The Crossroads woman expresses
herself through her wardrobe, with styles that fit,
flatter and allow her to live life fabulously.
We’re cheeky, sassy and we deliver fashion that stands
out from the crowd, just like she does. We help make
our Crossroads customer be the life of the party.
Feminine, fashionable and full of life, the
beme woman is busy with work, family and
an active social life. She loves fashion, she
loves life.
We provide style inspiration, focusing on fit,
shapes and gorgeous detail that help make her
shine every day for every occasion.
NONI B GROUP ANNUAL REPORT 2019 9
10
We put the customer at the heart of everything we do.
ONLINEGROWTH1.26 million ORDERS IN THE LAST 12 MONTHSWE DELIVEREDCOMPARABLE SALES GROWTH OF 21% VS LAST YEAR SALES GROWTH ON ACQUIRED BRANDS GREW 15% (FROM +9% IN FY18)ONLINE VISITSGREW BY 14% ON LAST YEARONLINE SALES WERE 9.8% OF GROUP SALES PLUS SIZE CONTRIBUTION OF 23.1%ONLINE CONVERSIONRATE INCREASED BY 23% ON LAST YEAR* Based on all 9 brands this year and last year.
Continued Focus and
Investment in Online
Key Achievements
● Standardised operating platform improves shopping
experience and increases the speed to market for
new site enhancements.
● Click & collect across 1,379 stores delivers a true
multi-channel experience.
● Increased product inventory on all sites.
● Further team investment to continually improve
customer experience and achieve growth goals.
● Database increased to 4.4 million email addresses
and 3.4 million phone numbers, there are
5.8 million women in Australia who are our target
demographic.
4.4m
e-mail addresses
3.4m
phone numbers
Online Sales Contributions
10%
8%
6%
4%
2%
0%
FY16
2.3%
FY17
3.6%
FY18
5.8%
FY19
9.8%
NONI B GROUP ANNUAL REPORT 2019 11
ONLINEGROWTH1.26 million ORDERS IN THE LAST 12 MONTHSWE DELIVEREDCOMPARABLE SALES GROWTH OF 21% VS LAST YEAR SALES GROWTH ON ACQUIRED BRANDS GREW 15% (FROM +9% IN FY18)ONLINE VISITSGREW BY 14% ON LAST YEARONLINE SALES WERE 9.8% OF GROUP SALES PLUS SIZE CONTRIBUTION OF 23.1%ONLINE CONVERSIONRATE INCREASED BY 23% ON LAST YEAR* Based on all 9 brands this year and last year. 12
We put the customer at the heart of everything we do.
ETHICALSOURCING
A fundamental part of Noni B Group’s ethical sourcing strategy is to limit the number of
vendors used to supply our product, and to work with vendors where we have established
close and long term relationships. In the past 12 months, the Group has carried out an
extensive review of our vendor base, and has made great progress in reducing the number of
active vendors to ensure that we are important and meaningful to those remaining.
Noni B Group commits to a strict ethical sourcing policy and responsible sourcing practices.
We work in close partnership with suppliers, manufacturers, contractors and consultants that
are like minded and share our ethical philosophy and behaviours. We support this through
our sourcing and procurement processes, our polices and our principles of behaviour.
Our ethical sourcing policies are applied to all vendors regardless of where they are
located. All supply partners must adhere to the Group’s ethical sourcing standards which
are based on and aligned with the Ethical Trade Initiative (ETI) base code and its principles
of continuous improvement. We will not knowingly source product from any vendor that
does not comply with these ethical sourcing standards and they form part of all Group
product purchasing decisions.
As part of complying with the Group’s ethical sourcing policy, and responsible
sourcing practices, all vendors, their factories and authorised subcontractors must also
adhere to and demonstrate continuous improvement in line with the Noni B Group
code of practice, which is based on and supports the principles of the ETI (Ethical
Trading Initiative):
● Child labour will not be permitted;
● Employment is freely chosen;
● Freedom of association and the right to collective bargaining is respected;
● All working conditions are safe and hygienic.
● Living wages are paid;
● Working hours are not excessive;
● Discrimination should never be permitted;
● Regular employment is provided; and
● No harsh or inhumane treatment is allowed.
Sourcing Policy Assurance
Social and ethical implications are considered in all Group product purchasing
decisions. Factories supplying our products, as well as their subcontractors, are
audited by accredited independent auditors. These are reviewed on a regular
basis, so we can be certain they are adhering to the Group code of practice, the
ETI base code and the requirements of the Modern Slavery Act.
All vendors to the Group must sign the Noni B Group supply terms and
conditions, which includes the ethical sourcing policy, ETI base code,
anti-corruption, chemical / process policies and commitments to transparency,
prior to conducting any business with the Group.
Ethical Raw Material Procurement
Our sourcing commitment is supported by a number of initiatives relating
to raw materials, including restrictions on where our raw materials can be
sourced, and restrictions on how the materials are processed for our final
product. These restrictions cover cotton sourcing, angora, azo dyes, and
sandblasting restrictions.
NONI B GROUP ANNUAL REPORT 2019 13
ETHICALSOURCING 14
We put the customer at the heart of everything we do.
PEOPLE& CULTUREOUR VALUESOur values guide us in everyday interactions with our customers and our teams. We believe in continuous improvement; we are constantly learning and growing.Combined, our values form a culture that is unique. We live our purpose with shared values and behaviours.OUR PRODUCTSOur products are unique and deliver against a specific customer need and desire. They inspire our customers and they help them live the lives they want.OUR CUSTOMER EXPERIENCEThe shopping experience is just as important as our products. We invite our customers to discover; we create surprise; and we deliver great service that’s second-to-none.InstoreWe’ve invested in our stores and teams to ensure that we deliver the best in-store experience and service, to ensure that we exceed our customers expectations always.OnlineWe’ve listened to what our customers want and have built an omni-channel that’s simple, seamless and fast.We put the customer at the heart of everything we do. We deliver consistent growth and success through a core focus on service, execution and differentiation. WHAT OUR TEAM HAVE TO SAY“I love Millers. I have been with the company for six years and being a part of the Millers team is like having an extended family. Not only do we share common goals such as helping our ladies feel like a million dollars in affordable fashion, but we all help, support and encourage each other. Women helping women! That is so rare these days!”Lalaynia Webster - Millers, Townsville"Working for NONI B turns everyday life into your own fashion show. We have so much fun with customers; creating a positive vibe and making them smile. It’s the best job – we help our ladies of all ages and cultural backgrounds to look and feel great for any occasion and just in every day of their life. The best reward? Having our grateful customers come back."Mila Effingham - NONI B, Tea Tree Plaza“After 17 years of working for the company, nothing brings me more job satisfaction than the repeat business received from our very loyal and satisfied customers, who love shopping at W.Lane Macarthur Square and wearing our brand. Our customer always leaves with a smile!!”Vicki Brown - W. Lane, Macarthur Square “I have been working for the Rockmans brand for 14 years now. Over the years the company has allowed me to grow and assume many Store Manager roles at different stores. I love that there is room for progress within the company and the support that I have received over the years. I just love styling my customers and having them walk out happy with their new outfits that I have helped them create.”Narelle Richens - Rockmans, Mount Gravatt“I love working with the company because I enjoy helping our lovely ladies feel great about themselves. I've met a lot of wonderful people, as colleagues and coming through our doors from all walks of life. It's an amazing atmosphere where you can just be yourself and share life experiences of all kinds. It makes us all appreciate what we really have”.Jemma McKinnon - Autograph, Wodonga“My inspiration for working in plus size for the beme brand is the feeling that it gives me when I have a lady walk out of my store looking – and especially feeling – like a million dollars. I'm really passionate about making women feeling empowered and one of the ways I do that is to make them look amazing, this in turn makes them feel confident. First appearances always count, so looking great is very important.”Tracy Lochhead - beme, Robina
NONI B GROUP ANNUAL REPORT 2019 15
PEOPLE& CULTUREOUR VALUESOur values guide us in everyday interactions with our customers and our teams. We believe in continuous improvement; we are constantly learning and growing.Combined, our values form a culture that is unique. We live our purpose with shared values and behaviours.OUR PRODUCTSOur products are unique and deliver against a specific customer need and desire. They inspire our customers and they help them live the lives they want.OUR CUSTOMER EXPERIENCEThe shopping experience is just as important as our products. We invite our customers to discover; we create surprise; and we deliver great service that’s second-to-none.InstoreWe’ve invested in our stores and teams to ensure that we deliver the best in-store experience and service, to ensure that we exceed our customers expectations always.OnlineWe’ve listened to what our customers want and have built an omni-channel that’s simple, seamless and fast.We put the customer at the heart of everything we do. We deliver consistent growth and success through a core focus on service, execution and differentiation. WHAT OUR TEAM HAVE TO SAY“I love Millers. I have been with the company for six years and being a part of the Millers team is like having an extended family. Not only do we share common goals such as helping our ladies feel like a million dollars in affordable fashion, but we all help, support and encourage each other. Women helping women! That is so rare these days!”Lalaynia Webster - Millers, Townsville"Working for NONI B turns everyday life into your own fashion show. We have so much fun with customers; creating a positive vibe and making them smile. It’s the best job – we help our ladies of all ages and cultural backgrounds to look and feel great for any occasion and just in every day of their life. The best reward? Having our grateful customers come back."Mila Effingham - NONI B, Tea Tree Plaza“After 17 years of working for the company, nothing brings me more job satisfaction than the repeat business received from our very loyal and satisfied customers, who love shopping at W.Lane Macarthur Square and wearing our brand. Our customer always leaves with a smile!!”Vicki Brown - W. Lane, Macarthur Square “I have been working for the Rockmans brand for 14 years now. Over the years the company has allowed me to grow and assume many Store Manager roles at different stores. I love that there is room for progress within the company and the support that I have received over the years. I just love styling my customers and having them walk out happy with their new outfits that I have helped them create.”Narelle Richens - Rockmans, Mount Gravatt“I love working with the company because I enjoy helping our lovely ladies feel great about themselves. I've met a lot of wonderful people, as colleagues and coming through our doors from all walks of life. It's an amazing atmosphere where you can just be yourself and share life experiences of all kinds. It makes us all appreciate what we really have”.Jemma McKinnon - Autograph, Wodonga“My inspiration for working in plus size for the beme brand is the feeling that it gives me when I have a lady walk out of my store looking – and especially feeling – like a million dollars. I'm really passionate about making women feeling empowered and one of the ways I do that is to make them look amazing, this in turn makes them feel confident. First appearances always count, so looking great is very important.”Tracy Lochhead - beme, Robina Joined the Board in November 2014Richard FacioniCHAIRMAN, NON-EXECUTIVE DIRECTORRichard is an experienced corporate finance and investment professional, with over 25 years’ experience in investment banking, mergers and acquisitions, corporate advice, restructurings and principal investment. Richard leads the private equity practice of Alceon Group and represents Alceon’s investment in Noni B. He also oversees and is a Director of Alceon’s other retail investments including EziBuy Limited, SurfStitch Pty Limited and Cheap as Chips Discount Stores Pty Ltd. Prior to Alceon, Richard was a Managing Director of Silverfern Group, a global private equity origination and co-investment firm, where he co-led the group’s activities in Australasia. He previously spent 15 years with Macquarie Group where he held a number of roles including Head of Acquisition Finance and Head of Principal Transactions Group, and was a co-founder of Shearwater Capital Group, a private credit opportunities investment firm. QUALIFICATIONS: Bachelor of Engineering (Honours I) from the University of Sydney; Master of Business Administration from the Wharton School at the University of Pennsylvania; Graduate Member of the Australian Institute of Company Directors; Fellow of the Financial Services Institute of Australasia (FINSIA).SPECIAL RESPONSIBILITIES: Chair of the Remuneration and Nomination Committee and member of the Audit and Risk Committee.Joined the Board in November 2014Jaqueline FrankNON-EXECUTIVE DIRECTORJackie is one of Australia’s most successful and highly regarded media executives with over 30 years’ experience in publishing, management and marketing, brand innovation and retail consulting. From 2014 to 2018, Jackie was General Manager of the health, fashion, beauty and lifestyle group at Pacific Magazines and successfully led the brand’s multi-platform transformation, and new online-only brand launches. In 2018, Jackie started her own company, Be Frank Group, helping brands engage with the female economy and to date has consulted to Hearst US, Bumble Australia, SEED Heritage, SCCI, Westfield, Ezibuy and McCann Agency Australia. SPECIAL RESPONSIBILITIES: Member of the Remuneration and Nomination Committee.Joined the Board in May 2019Sue MorphetNON-EXECUTIVE DIRECTORSue Morphet has over 30 years of brand management and retail experience across Australia and New Zealand. Sue is currently a Non-Executive Director of Asaleo Care Ltd (since 2014), President of Chief Executive Women and Chairperson of National Tiles Pty Ltd. Sue was previously CEO of Pacific Brands Limited (2007 – 2012) having worked in the organisation for 12 years, most notably as Group General Manager of Bonds. Other prior roles include Chairperson of Manufacturing Australia (2013 – 2015), Non-Executive Director at Fisher & Paykel Appliances Ltd (2014 – 2018) and Non-Executive Director of Godfreys Group Limited (2014 – 2018). QUALIFICATIONS: Sue holds a Bachelor of Science and Education, University of Melbourne; Scholar, Mt Eliza Business School.SPECIAL RESPONSIBILITIES:Member of the Remuneration and Nomination Committee, Chair of the Audit and Risk Committee.Joined the Board in February 2015Luke SoftaCFO, COMPANY SECRETARYLuke has over 15 years’ experience as a Chief Financial Officer within the Asian, American and Australian markets. Luke has spent 18 years in the service industry and held a number of roles within the Millward Brown Group, including regional Chief Financial Officer for Africa Asia Pacific, before transitioning to Michael Page International as their Asia Pacific Chief Financial Officer. Luke then moved into the retail industry as the Chief Financial Officer at Bras N Things before taking on the opportunity at Noni B in March 2015. QUALIFICATIONS: Luke holds a Bachelor of Commerce and is a Fellow Certified Practising Accountant.SPECIAL RESPONSIBILITIES:Secretary to the Remuneration and Nomination Committee and Audit and Risk Committee.Appointed Company Secretary in March 2015Scott EvansCEO, MANAGING DIRECTORScott has over 20 years’ experience in international retailing leading both private and public companies. Scott started in the United Kingdom with Marks & Spencer before transitioning to Managing Director of Greenwoods Menswear (150 store chain) where Scott orchestrated the sale of the business to Chinese brand Bosideng. Scott moved to Australia and joined Specialty Fashion Group leading both Millers (largest ladies specialty brands in the country with a 400 store chain) and Crossroads (150 store chain). Scott then transitioned to the role of CEO at Bras N Things under the BBRC Group before taking on the opportunity at Noni B in November 2014. QUALIFICATIONS: Scott holds a BTEC National Diploma in Business and Finance.BOARDOF DIRECTORSDavid WilshireNON-EXECUTIVE DIRECTORDavid has over 15 years’ experience in mergers and acquisitions, capital markets and principal investment. He is also a Director of Alceon’s other retail investments incluidng EziBuy Limited, SurfStitch Pty Limited and Cheap as Chips Discount Stores Pty Ltd. Prior to Alceon, David held roles within the corporate finance group of Babcock & Brown and the investment banking divisions of Goldman Sachs and Macquarie Group, where he helped numerous leading Australian and international companies across a broad range of industries with acquisitions, divestments and capital market transactions, as well as strategic advice. QUALIFICATIONS: David holds a Bachelor of Commerce from the Monash University; Member of the Australian Institute of Company Directors.SPECIAL RESPONSIBILITIES:Member of the Remuneration and Nomination Committee and Audit and Risk Committee.Joined the Board in November 2014 NONI B GROUP ANNUAL REPORT 2019 17
Joined the Board in November 2014Richard FacioniCHAIRMAN, NON-EXECUTIVE DIRECTORRichard is an experienced corporate finance and investment professional, with over 25 years’ experience in investment banking, mergers and acquisitions, corporate advice, restructurings and principal investment. Richard leads the private equity practice of Alceon Group and represents Alceon’s investment in Noni B. He also oversees and is a Director of Alceon’s other retail investments including EziBuy Limited, SurfStitch Pty Limited and Cheap as Chips Discount Stores Pty Ltd. Prior to Alceon, Richard was a Managing Director of Silverfern Group, a global private equity origination and co-investment firm, where he co-led the group’s activities in Australasia. He previously spent 15 years with Macquarie Group where he held a number of roles including Head of Acquisition Finance and Head of Principal Transactions Group, and was a co-founder of Shearwater Capital Group, a private credit opportunities investment firm. QUALIFICATIONS: Bachelor of Engineering (Honours I) from the University of Sydney; Master of Business Administration from the Wharton School at the University of Pennsylvania; Graduate Member of the Australian Institute of Company Directors; Fellow of the Financial Services Institute of Australasia (FINSIA).SPECIAL RESPONSIBILITIES: Chair of the Remuneration and Nomination Committee and member of the Audit and Risk Committee.Joined the Board in November 2014Jaqueline FrankNON-EXECUTIVE DIRECTORJackie is one of Australia’s most successful and highly regarded media executives with over 30 years’ experience in publishing, management and marketing, brand innovation and retail consulting. From 2014 to 2018, Jackie was General Manager of the health, fashion, beauty and lifestyle group at Pacific Magazines and successfully led the brand’s multi-platform transformation, and new online-only brand launches. In 2018, Jackie started her own company, Be Frank Group, helping brands engage with the female economy and to date has consulted to Hearst US, Bumble Australia, SEED Heritage, SCCI, Westfield, Ezibuy and McCann Agency Australia. SPECIAL RESPONSIBILITIES: Member of the Remuneration and Nomination Committee.Joined the Board in May 2019Sue MorphetNON-EXECUTIVE DIRECTORSue Morphet has over 30 years of brand management and retail experience across Australia and New Zealand. Sue is currently a Non-Executive Director of Asaleo Care Ltd (since 2014), President of Chief Executive Women and Chairperson of National Tiles Pty Ltd. Sue was previously CEO of Pacific Brands Limited (2007 – 2012) having worked in the organisation for 12 years, most notably as Group General Manager of Bonds. Other prior roles include Chairperson of Manufacturing Australia (2013 – 2015), Non-Executive Director at Fisher & Paykel Appliances Ltd (2014 – 2018) and Non-Executive Director of Godfreys Group Limited (2014 – 2018). QUALIFICATIONS: Sue holds a Bachelor of Science and Education, University of Melbourne; Scholar, Mt Eliza Business School.SPECIAL RESPONSIBILITIES:Member of the Remuneration and Nomination Committee, Chair of the Audit and Risk Committee.Joined the Board in February 2015Luke SoftaCFO, COMPANY SECRETARYLuke has over 15 years’ experience as a Chief Financial Officer within the Asian, American and Australian markets. Luke has spent 18 years in the service industry and held a number of roles within the Millward Brown Group, including regional Chief Financial Officer for Africa Asia Pacific, before transitioning to Michael Page International as their Asia Pacific Chief Financial Officer. Luke then moved into the retail industry as the Chief Financial Officer at Bras N Things before taking on the opportunity at Noni B in March 2015. QUALIFICATIONS: Luke holds a Bachelor of Commerce and is a Fellow Certified Practising Accountant.SPECIAL RESPONSIBILITIES:Secretary to the Remuneration and Nomination Committee and Audit and Risk Committee.Appointed Company Secretary in March 2015Scott EvansCEO, MANAGING DIRECTORScott has over 20 years’ experience in international retailing leading both private and public companies. Scott started in the United Kingdom with Marks & Spencer before transitioning to Managing Director of Greenwoods Menswear (150 store chain) where Scott orchestrated the sale of the business to Chinese brand Bosideng. Scott moved to Australia and joined Specialty Fashion Group leading both Millers (largest ladies specialty brands in the country with a 400 store chain) and Crossroads (150 store chain). Scott then transitioned to the role of CEO at Bras N Things under the BBRC Group before taking on the opportunity at Noni B in November 2014. QUALIFICATIONS: Scott holds a BTEC National Diploma in Business and Finance.BOARDOF DIRECTORSDavid WilshireNON-EXECUTIVE DIRECTORDavid has over 15 years’ experience in mergers and acquisitions, capital markets and principal investment. He is also a Director of Alceon’s other retail investments incluidng EziBuy Limited, SurfStitch Pty Limited and Cheap as Chips Discount Stores Pty Ltd. Prior to Alceon, David held roles within the corporate finance group of Babcock & Brown and the investment banking divisions of Goldman Sachs and Macquarie Group, where he helped numerous leading Australian and international companies across a broad range of industries with acquisitions, divestments and capital market transactions, as well as strategic advice. QUALIFICATIONS: David holds a Bachelor of Commerce from the Monash University; Member of the Australian Institute of Company Directors.SPECIAL RESPONSIBILITIES:Member of the Remuneration and Nomination Committee and Audit and Risk Committee.Joined the Board in November 2014 18
We put the customer at the heart of everything we do.
FINANCIALSTATEMENTS
DIRECTORS' REPORT
Your Directors present their report on the Consolidated
Group (referred to herein as the ‘Group’ or ‘Consolidated
Entity’) consisting of Noni B Limited and its controlled
entities for the 52 week period ended 30 June 2019. The
information in the preceding operating and financial review
forms part of this Directors’ report for the financial year
ended 30 June 2019 and is to be read in conjunction with
the following information:
GENERAL INFORMATION
DIRECTORS
The following persons were Directors of Noni B Limited
during the financial year and up to the date of this report,
unless otherwise stated:
Richard Facioni
Non-Executive Director
Scott Evans
Chief Executive Officer and
Managing Director
David Wilshire
Non-Executive Director
Sue Morphet
Non-Executive Director
Jacqueline Frank
Non-Executive Director (appointed
2 May 2019)
PRINCIPAL ACTIVITIES
The principal continuing activities of the Group 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.
DIVIDENDS PAID, DECLARED
OR RECOMMENDED
On 27 August 2019, the Noni B Board
announced a final dividend of 5.5 cents (2018:
4.0 cents) per share with a record date of
10 October 2019 and payable to shareholders
on 24 October 2019 (2018: 12 October 2018).
This follows the interim dividend of 9.0 cents for
the first-half ended 30 December 2018 which
was paid to shareholders on 22 March 2019
taking total dividends for the year to 14.5 cents.
In determining the final dividend, the Board
considered the continuing improvement in the
trading performance in addition to the strong
cash generation during the year.
SIGNIFICANT CHANGES IN THE STATE
OF AFFAIRS
On 2 July 2018, the Group acquired the Millers, Autograph,
Crossroads, Rivers and Katies brands from the Specialty
Fashion Group through a business combination. The
acquired brands operate within the retail of women’s
apparel and accessories thereby enhancing the product
offering to the Group’s core women’s apparel market.
The acquisition provides substantial synergies through
combining supply chain and logistics, integrating online
infrastructure and systems, optimising the store portfolio
and leveraging the Group’s expanded purchasing size. The
financial report includes the results of the acquired brands
for the period from acquisition date.
There were no other significant changes in the state of
affairs of the Group during the financial year.
EVENTS AFTER THE REPORTING PERIOD
No matter or circumstance has arisen since 30 June 2019
that has significantly affected, or may significantly affect the
Group’s operations, the results of those operations, or the
Group’s state of affairs in future financial years.
LIKELY FUTURE DEVELOPMENTS AND
EXPECTED RESULTS
The likely developments in the operations of the Group
and the expected results of those operations in financial
years subsequent to the year ended 30 June 2019 is
included in the operational and financial highlights section
of this report. No additional information is included on the
likely developments in the operations of the Group and
the expected results of those operations as the Directors
reasonably believe that the disclosure of such information
would be likely to result in unreasonable prejudice to
the economic entity if included in this report, and it has
therefore been excluded in accordance with section 299(3)
of the Corporations Act 2001.
ENVIRONMENTAL REGULATION
The Group’s operations are not subject to any significant
environmental obligations or regulations under Australian
Commonwealth or State Law.
OPERATING AND FINANCIAL REVIEW
Review of operations
Noni B Limited operates within the women’s fashion and
retail sector in Australia and New Zealand. During the
2019 financial year, the Group comprised of the Noni B,
Millers, W.Lane brands (“Classic” brands) as well as
Rockmans, Katies, Crossroads, Autograph, beme brands
(“Contemporary” brands) and Rivers. The store portfolio
ended the year at 1,379 (2018: 641).
Review of financial performance
Group revenue for FY2019 ended on $881,920,000 (136.8%
higher than the previous year) with a like for like sales
growth of -4.3%. The total gross margin was 55.7% of
sales and expenses (excluding cost of sales, finance costs
NONI B GROUP ANNUAL REPORT 2019 19
and impairment) were 55% of sales (2018: 58%). The Group delivered an Underlying Earnings Before Interest, Taxation,
Depreciation and Amortisation (adjusted)2 (EBITDA) of $45,458,000 compared with the Underlying EBITDA for the prior
year of $37,245,000.
A reconciliation of operating profit before income tax to underlying EBITDA is provided as follows:
Underlying EBITDA
Transaction and restructuring costs 1
Net interest
Other finance income / (expenses) 2
Depreciation, amortisation and impairment expenses
Profit before income tax
2019
$'000
2018
$'000
45,458
37,245
(9,139)
(1,864)
(157)
(496)
(1,303)
183
(22,425)
(10,518)
11,873
25,111
1 Transaction costs of $5,480,000 and restructuring costs of $3,659,000 were recognised in respect of the acquisition of the Millers,
Katies, Crossroads, Autograph and Rivers brands for the full year and are included in the consolidated statement of profit or loss and other
comprehensive income.
2 Other finance income / expenses includes both the share based payment expense and unrealised foreign exchange (gain) / loss
Review of financial position
Noni B Limited ended the year with a cash and cash equivalent balance of $36,612,000 (2018: $58,697,000) and a total
bank debt of $29,482,000 (2018: $20,434,000). Cash from operating activities resulted in an inflow of $23,483,000
compared to $21,728,000 in FY2018. Included in FY2019 were restructure costs of $9,139,000 (2018: $496,000),
increase in paid dividends ($2,713,000), additional taxes ($7,433,000) and the acquisition payment for the five fashion
brands ($32,082,000).
Outlook
We continue to put the customer at the heart of everything we do. We will build on and further strengthen our relationship
by engaging her on all platforms offering a growing selection of products.
The momentum mentioned in last year’s annual report is accelerating and, following substantial progress in the past year,
the Group expects underlying EBITDA in FY2020 to be in line with market consensus of $75,000,000. The Group is excited
about the potential to be unlocked by greater analysis of our Group’s data, store expansion and online strategies and looks
forward to further revenue and earnings growth in FY2021 and beyond.
2. EBITDA is a non-AAS financial measure, defined for the purposes of this document as earnings before interest, tax, depreciation,
amortisation, non-recurring income/expenditure and certain non-cash items such as share based payments and unrealised foreign exchange
gains/losses
20
We put the customer at the heart of everything we do.
DIRECTORS' REPORT
MEETINGS OF DIRECTORS
The number of meetings of the Company's Board of Directors (‘the Board’) held during the year ended 30 June 2019, and
the number of meetings attended by each Director were:
Richard Facioni
Scott Evans
David Wilshire
Sue Morphet
Jacqueline Frank
Board meeting
Audit and risk
management committee
Remuneration and
nomination committee
Held
Attended
Held
Attended
Held
Attended
12
12
12
12
2
12
12
11
11
2
3
–
3
3
–
3
–
3
3
–
3
–
3
3
–
3
–
3
3
–
Held: Represents the number of meetings held during the time the Directors held office.
REMUNERATION REPORT
[AUDITED]
The remuneration report, which has been audited as
required by section 308 (3C) of the Corporations Act 2001,
outlines the key management personnel remuneration
arrangements for the Group, in accordance with the
requirements of the Corporations Act 2001 and its
Regulations. The Directors (Executive and Non-Executive)
and the Senior Executives received the amounts set out in
the table of benefits and payments and explained in this
section of the report as compensation for their services
as Directors and/or Executives of the Group during the
financial year ended 30 June 2019.
Specific matters included in this Report are set out below
under separate headings, as follows:
1. Details of remuneration
2. Remuneration policy
3. Service Agreements
4. Additional information
INDEPENDENT DIRECTORS
The Directors considered by the Board to be independent
are Sue Morphet and Jacqueline Frank.
In determining whether a Non-Executive Director is
considered by the Board to be independent, the following
relationships affecting independence will be taken
into account:
(1) whether the Director is a substantial shareholder of the
Group or an officer of, or otherwise associated directly
with a substantial shareholder of the Group (as defined
in section 9 of the Corporations Act);
(2) whether the Director is employed or has been employed
in an Executive capacity by the Group or another group
member and there has not been a period of at least
three years between ceasing such employment and
serving on the Board;
(3) whether the Director is or has been a principal of a
material professional adviser or a material consultant to
the Group or another group member, or an employee
materially associated with the service provided;
(4) whether the Director is or has been employed by,
or a partner in, any firm that has been the Group’s
external auditors;
(5) whether the Director is a material supplier or customer
of the Group or any other group member, or an officer
of or otherwise associated, directly or indirectly, with a
material supplier or customer;
(6) whether the Director has a material contractual
relationship with the Group or another group member
other than as a Director of the Group; and,
(7) whether the Director is free from any interest and any
business or other relationship which could materially
interfere with the Director’s ability to act in the best
interests of the Group.
NONI B GROUP ANNUAL REPORT 2019 21
1. DETAILS OF REMUNERATION
Key Management Personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the Group, directly or indirectly, including all Directors.
The key management personnel of the Group consisted of the following Directors of Noni B Limited for the full
financial year:
Richard Facioni
Chairman
Scott Evans
Chief Executive Officer and Managing Director
David Wilshire
Non-Executive Director
Sue Morphet
Non-Executive Director
Jacqueline Frank
Non-Executive Director (appointed 2 May 2019)
And the following Senior Executives:
Luke Softa
Chief Financial Officer and Company Secretary
Remuneration of Key Management Personnel
Details of the nature and amount of each element of compensation for services for key management personnel of the Group
paid in the financial year are as follows:
Short term benefits
Post employment
benefits
Long term
benefits
Share
based
payments
Cash
salary and
fees
$
Cash
bonuses
STI
$
Cash
bonuses
LTI
$
Non-
monetary
benefits
$
Super-
annuation
$
Termi-
nation
benefits
$
Long
service
leave
$
Equity
settled
$
Total
$
2019
Directors
Executive Directors
Scott Evans
1,173,477
237,500
Non-executive Directors
Richard Facioni
David Wilshire
Sue Morphet
Jacqueline Frank
185,000
100,000
100,000
16,667
–
–
–
–
Other key management personnel
Luke Softa
Total
634,414
137,500
2,209,558 375,000
–
–
–
–
–
–
–
24,831
25,000
–
–
–
–
–
–
–
–
4,109
24,851
28,940
49,851
–
–
–
–
–
–
–
36,728
237,500 1,735,036
–
–
–
–
153,586
338,586
–
–
–
100,000
100,000
16,667
18,206
160,717
979,797
54,934
551,803 3,270,086
22
We put the customer at the heart of everything we do.
DIRECTORS' REPORT
Short term benefits
Post employment
benefits
Long term
benefits
Share
based
payments
Cash
salary and
fees
$
Cash
bonuses
STI
$
Cash
bonuses
LTI
$
Non-
monetary
benefits
$
Super-
annuation
$
Termi-
nation
benefits
$
Long
service
leave
$
Equity
settled
$
Total
$
2018
Directors
Executive Directors
Scott Evans
784,262
Non-executive Directors
Richard Facioni
David Wilshire
Sue Morphet
185,000
100,000
100,000
Other key management personnel
Luke Softa
Total
431,275
1,600,537
–
–
–
–
–
–
–
–
–
–
–
–
2. REMUNERATION POLICY
Non-Executive Directors
Non-Executive Director remuneration is set by the Board’s
Remuneration and Nomination Committee and is subject
to shareholder approval as detailed below based on
independent external advice with regard to market practice,
relativities, and Director duties and accountability. Company
policy is designed to attract and retain competent and
suitably qualified Non-Executive Directors, to motivate
these Non-Executive Directors to achieve Noni B’s long term
strategic objectives and to protect the long term interests
of shareholders.
Fee Pool
Non-Executive Directors’ fees are set by resolution of
shareholders at the annual general meeting. It is currently
set at $200,000 per person per annum in aggregate.
The remuneration does not include any participation
by Independent Directors in Company Share schemes
which is separately approved by the Board and ratified by
shareholders at the annual general meeting.
Fees
The Non-Executive Directors’ base fee is set at $100,000
per annum and the Chairman’s fee is set at $185,000 per
annum. During the financial year ended 30 June 2019
the Group held a total of 18 formal meetings, including
committee, Board and shareholder meetings.
Equity participation
Non-Executive Directors may receive rights, options
or shares as part of their remuneration, subject only
to shareholder approval. As referenced below, no
rights, options or shares have been issued to any of the
Non-Executive Directors during the financial year.
25,880
24,299
–
–
–
–
–
–
46
24,299
25,926
48,598
Retiring Allowance
–
–
–
–
–
–
11,579
316,037 1,162,057
–
–
–
153,586
338,586
–
100,000
66,465
166,465
6,164
45,439
507,223
17,743
581,527 2,274,331
No retiring allowances are paid to Non-Executive Directors.
Superannuation
Noni B pays management fees to the related
party of the Non-Executive Directors (Note 24).
Therefore no contribution is made to their respective
superannuation fund.
Executive Directors and Senior Executives
Noni B’s overall Group remuneration policy is set by the
Board’s Remuneration and Nomination Committee. The
policy is reviewed on a regular basis to ensure it remains
contemporary and competitive.
For the specified Executives, the policy is intended to be
consistent with the remuneration recommendations and
guidelines set down in Principle 8 of the Australian Security
Exchange’s “best practice” corporate governance guidelines.
Broadly, Noni B’s policy is intended to ensure:
● for each role, that the balance between fixed and
variable (performance) components is appropriate
having regard to both internal and external factors;
● that individual set objectives will result in sustainable
beneficial outcomes;
● that all performance remuneration components are
appropriately linked to measurable personal, business
unit or Group performance; and
● that total remuneration (that is the sum of fixed plus
variable components of the remuneration) for each
Executive is fair, reasonable and market competitive.
Noni B’s achievement of these objectives is checked
on a regular basis using independent external
remuneration consultants.
NONI B GROUP ANNUAL REPORT 2019 23
Components of Executive remuneration
Generally, Noni B provides selected Senior Executives with three components of remuneration, as follows:
● fixed remuneration is made up of basic salary, benefits, superannuation and other salary sacrifices. This is reflective of
their roles, experience and level of responsibility and is reviewed annually against market data for comparable positions.
Benefits may include car allowances;
● short term incentives (STI) – paid in cash / options, directly earned upon the successful achievement of specific financial
and operational targets. A portion of this STI may be provided in Noni B shares subject to service and/or performance
conditions. All STI awards are based on performance measures which are set and reviewed by the Remuneration and
Nomination Committee annually;
● long term incentives (LTI) – provides selected and invited Senior Executives with the right to acquire shares, only where
specific future service requirements and future financial and operational targets that improve shareholder returns have
been exceeded. Performance measures are set and reviewed by the Remuneration and Nomination Committee annually.
The objective of the reward schemes (STI and LTI) is to both reinforce the key financial goals of the Group and to provide a
common interest between management and shareholders.
The fair value at grant date of share plan and performance share rights are independently determined using a Binomial
Approximation Option Valuation Model and the Black Scholes Valuation Model that takes into account the exercise price,
the term of the rights over shares, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the rights over shares.
Details of rights over ordinary shares in the Group provided as remuneration to each of the key management personnel of
the Company and the Group are set out below.
Offer for share plan rights and performance share rights
Service conditions only apply to these offers as follows:
Share Plan Rights
Scott Evans
Grant date
Expiry date
Fair value
at grant
date
Share price
at grant
date
Exercise
price
Volatility
Risk free
interest rate
Number
of rights
available
Number
of rights
vested
26/06/2015
31/10/2018
$ 0.20
$ 0.70
$ 0.51
47%
2.78%
–
1,568,627
Sue Morphet
Grant date
Expiry date
Fair value
at grant
date
Share price
at grant
date
Exercise
price
Volatility
Risk free
interest rate
Number
of rights
available
Number
of rights
vested
26/06/2015
31/10/2018
$ 0.20
$ 0.70
$ 0.51
47%
2.78%
–
980,392
Performance Share Rights
These have a variety of market conditions (volume weighted average price) and non-market conditions being qualifying and
non-qualifying leaver provisions.
Richard Facioni
Grant date
19/08/2016
19/08/2016
19/08/2016
Expiry date
18/08/2021
18/08/2021
18/08/2021
Fair value
at grant
date
Share price
at grant
date
Exercise
price
Volatility
Risk free
interest rate
Number
of rights
available
Number
of rights
vested
$ 0.47
$ 0.39
$ 0.32
$ 1.33
$ 1.33
$ 1.33
$ 1.25
$ 1.50
$ 1.75
35%
35%
35%
1.54% 1,200,000
700,000
1.54% 300,000
175,000
1.54% 300,000
175,000
24
We put the customer at the heart of everything we do.
DIRECTORS' REPORT
Luke Softa
Grant date
27/10/2015
19/08/2016
Expiry date
27/10/2018
18/08/2021
Fair value
at grant
date
Share price
at grant
date
$ 0.10
$ 0.47
$ 1.00
$ 1.33
Exercise
price
$ 0.90
$ 1.25
Volatility
Risk free
interest rate
Number
of rights
available
Number
of rights
vested
–
35%
–
–
500,000
1.54%
250,000
145,833
Tranche 1 Performance Rights – these shares are issued to Scott Evans only
Grant date
Expiry date
Fair value
at grant
date
Share price
at grant
date
Exercise
price
Volatility
Risk free
interest rate
Number
of rights
available
Number
of rights
vested
26/06/2015
01/07/2020
$ 0.36
$ 0.70
$ 0.51
43.8%
2.78%
882,479
882,479
Tranche 2 Performance Rights – these shares are issued to Scott Evans only
Grant date
Expiry date
Fair value
at grant
date
Share price
at grant
date
Exercise
price
Volatility
Risk free
interest rate
Number
of rights
available
Number
of rights
vested
26/06/2015
01/07/2020
$ 0.37
$ 0.70
$ 0.51
43.8%
2.78%
882,479
882,479
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
Short term incentive
Long term incentive
2019
2018
2019
2018
2019
2018
Name
Non-Executive Directors
Richard Facioni
David Wilshire
Sue Morphet
Jacqueline Frank
Executive Directors
Scott Evans
55%
100%
100%
100%
55%
100%
60%
–
72%
73%
Other key management personnel
Luke Softa
70%
91%
The portion of the cash bonus paid/payable is as follows:
Name
Executive Directors
Scott Evans
Other key management personnel
Luke Softa
–
–
–
–
14%
14%
–
–
–
–
–
–
45%
–
–
–
14%
16%
45%
–
40%
–
27%
9%
2019
2018
100%
100%
–
–
NONI B GROUP ANNUAL REPORT 2019 25
3. SERVICE AGREEMENTS
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Duration of agreement:
Termination payment:
Scott Evans
Chief Executive Officer
Employment agreement for Chief Executive Officer operative until terminated by
either party.
Maximum payment to be made to Chief Executive Officer on termination is 3 months'.
Total Remuneration (being Total Fixed Remuneration plus Short Term Incentives, Long
Term Incentives and benefits). To be paid in the following circumstances:
1) Redundancy; or
2) Fundamental Change.
Notice of termination:
On termination by Noni B or the Executive – 3 months’ notice.
Payment in lieu of notice can be made by Noni B in all circumstances, if Noni B chooses
Restraint Conditions:
Restraint period of 6 months
Name:
Title:
Duration of agreement:
Termination payment:
Luke Softa
Chief Financial Officer and Company Secretary
Employment agreement for Chief Financial Officer operative until terminated by
either party.
Maximum payment to be made to the Chief Financial Officer on termination is 3 months'.
Total Remuneration (being Total Fixed Remuneration plus Short Term Incentives, Long
Term Incentives and benefits). To be paid in the following circumstances:
1) Redundancy; or
2) Fundamental Change.
Notice of termination:
On termination by Noni B or the Executive – 3 months’ notice.
Payment in lieu of notice can be made by Noni B in all circumstances, if Noni B chooses
Restraint Conditions:
Restraint period of 6 months
4. ADDITIONAL INFORMATION
The earnings of the Group for the five years to 30 June 2019 are summarised below:
2019
$'000
2018
$'000
2017
$'000
2016
$'000
2015
$'000
Revenue
881,920
372,426
316,756
110,478
Profit / (Loss) after income tax
8,130
17,293
3,253
2,210
110,412
(4,790)
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at financial year end ($)
$2.72
$2.94
$1.75
$1.00
Basic earnings per share (cents per share)
Total dividends (cents)
8.4
13
21.3
13
4.6
–
6.1
–
$0.66
(14.9)
–
2019
2018
2017
2016
2015
26
We put the customer at the heart of everything we do.
DIRECTORS' REPORT
Options held by Directors and key management personnel
There are no options outstanding at end of the financial year ended 30 June 2019 and no options were granted during the
year or prior year.
Relevant interest in shares by Directors and key management personnel
The number of shares in the parent entity held during the financial year by each Director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below.
Directors and key management personnel
Richard Facioni
Scott Evans
David Wilshire
Sue Morphet
Jacqueline Frank
Luke Softa
TOTAL
Shareholding at
1 July 2018
No.
Shares
purchased or
(sold) ordinary
No.
Shares
acquired under
performance
rights plan
ordinary
No.
Shareholding at
30 June 2019
No.
1,800,000
4,745,314
–
2,460,784
–
957,909
9,964,007
–
–
–
–
–
(38,096)
(38,096)
–
–
–
–
–
–
–
1,800,000
4,745,314
–
2,460,784
–
919,813
9,925,911
This concludes the remuneration report which has been audited.
SHARES UNDER OPTION AND ISSUED ON THE
EXERCISE OF OPTIONS
Details of the shares issued under the exercise of options
and unissued ordinary shares under option at the date of
this report can be found in Note 17 and 31 respectively.
INDEMNITY AND INSURANCE OF DIRECTORS
AND OFFICERS
The Group has indemnified the Directors and Executives of
the Group for costs incurred, in their capacity as a Director
or Executive, for which they may be held personally liable,
except where there is a lack of good faith.
During the financial year, the Group paid a premium in
respect of a contract to insure the Directors and Executives
of the Group against a liability to the extent permitted
by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of the liability and the
amount of the premium.
INDEMNITY AND INSURANCE OF AUDITOR
The Group has not, during or since the end of the financial
year, indemnified or agreed to indemnify the auditor of the
Group or any related entity against a liability incurred by
the auditor.
During the financial year, the Group has not paid a premium
in respect of a contract to insure the auditor of the Group or
any related entity.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of
the Corporations Act 2001 for leave to bring proceedings
on behalf of the Group, or to intervene in any proceedings
to which the Group is a party for the purpose of taking
responsibility on behalf of the Group for all or part of
those proceedings.
NON-AUDIT SERVICES
The details of amounts paid or payable to the auditor for
non-audit services provided during the financial year by the
auditor are outlined in note 22 to the financial statements.
The Directors are satisfied that the provision of non-audit
services during the financial year by the auditor is
compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services as
disclosed in note 22 to the financial statements do
not compromise the external auditor’s independence
requirements of the Corporations Act 2001 for the
following reasons:
● all non-audit services have been reviewed and approved
to ensure that they do not impact the integrity and
objectivity of the auditor, and
● none of the services undermine the general principles
relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants issued by
the Accounting Professional & Ethical Standards Board,
including reviewing or auditing the auditors own work,
acting in a management or decision-making capacity for
the Group, acting as advocate for the Group or jointly
sharing economic risks and rewards.
NONI B GROUP ANNUAL REPORT 2019 27
AUDITOR
BDO continues in office in accordance with section 327 of
the Corporations Act 2001.
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 immediately after this Director’s report.
ROUNDING OF AMOUNTS
The Group is of a kind referred to in Corporations
Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to ‘rounding’. Amounts in
this report have been rounded off in accordance with that
Corporations Instrument to the nearest thousand dollars, or
in certain cases, the nearest dollar.
This report is made in accordance with a resolution
of Directors, pursuant to section 298(2) (a) of the
Corporations Act 2001.
On behalf of the Directors
Richard Facioni
Chairman
Sydney 27 August 2019
Scott Evans
Managing Director
Sydney 27 August 2019
28
We put the customer at the heart of everything we do.
DIRECTORS' REPORT
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE BY GILLIAN SHEA TO THE DIRECTORS OF NONI B LIMITED
As lead auditor of Noni B Limited for the year ended 30 June 2019, 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 audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Noni B Limited and the entities it controlled during the period.
Gillian Shea
Partner
BDO East Coast Partnership
Sydney, 27 August 2019
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.
NONI B GROUP ANNUAL REPORT 2019 29
AUDITOR'S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF
PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2019
Continuing Operations
Revenue
Other income
Cost of goods sold
Expenses (excluding finance costs)
Transaction and restructuring costs
Finance costs
Profit before income tax
Income tax expense
Profit attributed to members of the parent entity
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income, net of tax
Total comprehensive income for the year attributable to members of the
parent entity
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
Consolidated Group
2019
Note
$’000
2018
$’000
3
3
4
28
4
5
864,493
364,152
17,427
8,274
(382,783)
(132,680)
(476,001)
(212,715)
(9,139)
(2,124)
11,873
(3,743)
8,130
31
31
(496)
(1,424)
25,111
(7,818)
17,293
–
–
8,161
17,293
30
30
8.4
8.4
21.3
21.3
The accompanying notes form part of these financial statements.
30
We put the customer at the heart of everything we do.
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Inventories
Derivative financial instruments
Income tax receivable
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Other receivables
Plant and equipment
Intangible assets
Deferred tax assets
Other non-current assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Provisions
Derivative financial instruments
Income tax payable
Other current liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Provisions
Deferred tax liabilities
Other non-current liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Consolidated Group
2019
Note
$’000
2018
$’000
6
7
8
9
5
7
10
11
5
12
13
14
15
5
16
13
14
5
16
36,612
5,556
166,951
–
4,846
347
58,697
5,213
45,482
653
–
766
214,312
110,811
–
41,101
123,970
32,386
91
197,548
411,860
198,602
–
29,089
570
–
8,908
237,169
29,482
4,427
19,171
15,489
68,569
305,738
106,122
1,210
32,234
75,979
16,622
119
126,164
236,975
59,701
3,479
9,570
8
4,467
6,179
83,404
16,955
1,126
11,463
14,009
43,553
126,957
110,018
17
18
107,605
9,421
107,651
13,271
(10,904)
(10,904)
106,122
110,018
The accompanying notes form part of these financial statements.
NONI B GROUP ANNUAL REPORT 2019 31
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Issued
capital
Note
$’000
Equity
reserve
$'000
68,340
1,739
18
31
18,19
17,18
18
–
–
–
–
39,311
–
–
107,651
–
–
–
–
17
31
18,19
17,18
(46)
–
–
107,605
–
–
–
–
–
649
771
3,159
–
–
–
–
–
365
199
3,723
Foreign
currency
translation
reserve
Dividend
profit reserve
Accumulated
losses
$'000
$'000
$'000
Total
$'000
–
–
–
–
–
–
–
–
–
–
–
31
31
–
–
–
3,253
(10,904)
62,428
–
17,293
17,293
17,293
(17,293)
–
17,293
–
–
(10,434)
–
–
–
–
–
–
–
17,293
39,311
649
(9,663)
10,112
(10,904)
110,018
–
8,130
8,130
8,130
(8,130)
–
8,130
–
–
(12,575)
–
–
–
–
–
–
31
8,161
(46)
365
(12,376)
31
5,667
(10,904)
106,122
Balance at 2 July 2017
Profit after income tax for
the year
Transfer to dividend
profit reserve
Other comprehensive
income for the year, net
of tax
Total comprehensive
income for the year
Transactions with owners in
their capacity as owners:
Shares issued during
the year
Share based payment
expense
Dividends paid or
provided for
Balance at 1 July 2018
Profit after income tax for
the year
Transfer to dividend
profit reserve
Other comprehensive
income for the year, net
of tax
Total comprehensive
income for the year
Transactions with owners in
their capacity as owners:
Shares cancelled during
the year
Share based payment
expense
Dividends paid or
provided for
Balance at 30 June 2019
The accompanying notes form part of these financial statements.
32
We put the customer at the heart of everything we do.
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Transaction and restructuring costs paid
Interest received
Interest and other finance costs paid
Income taxes paid
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Consolidated Group
2019
Note
$’000
2018
$’000
967,944
406,404
(918,839)
(375,208)
2
(9,139)
293
(1,264)
(15,512)
29
23,483
(496)
198
(1,091)
(8,079)
21,728
Payments for purchase of business, net of cash acquired
28
(32,082)
–
Payment of contingent consideration on prior year acquisition
Payments for plant and equipment
Payments for software assets
Proceeds from the sale of plant and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of share capital, net of transaction costs
Payment for buy-back of shares
Proceeds from borrowings
Repayment of borrowings
Payment for borrowing costs
Dividends paid
Net cash (used in) / provided by financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
6
The accompanying notes form part of these financial statements.
–
(8,239)
(1,562)
52
(3,000)
(14,214)
(703)
38
(41,831)
(17,879)
–
(46)
32,000
38,596
(2)
–
(22,950 )
(2,250)
(365)
(12,376)
(3,737)
(22,085)
58,697
36,612
–
(9,663)
26,681
30,530
28,167
58,697
NONI B GROUP ANNUAL REPORT 2019 33
Note 1. SIGNIFICANT
ACCOUNTING POLICIES
The financial report of Noni B Limited for the 52 weeks
ended 30 June 2019 was authorised for issue in accordance
with a resolution of the Directors on27 August 2019.
Noni B Limited is a for profit company limited by shares
incorporated in Australia whose shares are publicly traded
on the Australian Securities Exchange. The nature of
the operations and principal activities of the Group are
described in the Directors’ Report.
Basis of Preparation
These general purpose financial statements have been
prepared in accordance with the Corporations Act 2001,
Australian Accounting Standards and Interpretations of the
Australian Accounting Standards Board and International
Financial Reporting Standards as issued by the International
Accounting Standards Board. Material accounting policies
adopted in the preparation of these financial statements are
presented below and have been consistently applied unless
stated otherwise.
Except for cash flow information, the financial statements
have been prepared on an accruals basis and are based
on historical costs, modified, where applicable, by the
measurement at fair value of selected financial assets and
financial liabilities.
On 30 June 2019 the Group had an excess of current
liabilities over current assets of $22,857,000. Current
liabilities include $8,908,000 in fitout contributions and
lease incentives which are not expected to be settled
by cash in the next 12 months. Additionally, there are
$8,270,000 in employee benefit provisions which are also
not expected to be settled in cash. Notwithstanding the
above, the Directors believe it is appropriate to prepare
the financial report on a going concern basis given the
circumstances below:
● The Directors expect that future net cash inflows from
operating activities in conjunction with bank facilities
made available will be sufficient to support the Groups
operating activities.
● Based on the forecast for the next 12 months,
management remain confident that based on full year
benefits in synergies, margin gains and operational
efficiencies the Group will remain compliant with all
financial covenants.
● The strategies that will be implemented by management
around the improvement and alignment of policies and
cost efficiencies within the new brands are similar to
those implemented during the acquisition of the Noni B
Group and subsequently the Pretty Girl Group.
The Directors have concluded that there are reasonable
grounds to believe that the Group will be able to pay its
debts as and when they fall due. On this basis the financial
report has been prepared on a going concern basis.
34
We put the customer at the heart of everything we do.
New or amended Accounting Standards and
Interpretations adopted
The consolidated entity has adopted AASB 9 and AASB
15 on 2 July 2018. These new Accounting Standards
and Interpretations are the most relevant to the
consolidated entity:
AASB 9 Financial Instruments
The consolidated entity has adopted AASB 9 from
1 July 2018. The standard introduced new classification and
measurement models for financial assets.
The standard introduced new classification and
measurement models for financial assets: cash and cash
equivalents and trade and other receivables that were
classified as loans and receivables under AASB 139 are now
classified as at amortised cost.
New impairment requirements use an 'expected credit
loss' ('ECL') model to recognise an allowance against the
financial assets measured at amortised cost. Impairment is
measured using a 12-month ECL method unless the credit
risk on a financial instrument has increased significantly
since initial recognition in which case the lifetime ECL
method is adopted. For receivables, a simplified approach
to measuring expected credit losses using a lifetime
expected loss allowance is available.
AASB 9 did not have any other significant impact on the
consolidated entity’s accounting policies.
AASB 15 Revenue from Contracts with Customers
The standard provides a single comprehensive model for
revenue recognition. The core principle of the standard is
that an entity shall recognise revenue to depict the transfer
of promised goods or services to customers at an amount
that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services.
The standard introduced a new contract-based revenue
recognition model with a measurement approach that
is based on an allocation of the transaction price. This is
described further in the accounting policies presented
in Note 3. Contracts with customers are presented in
an entity's statement of financial position as a contract
liability, a contract asset, or a receivable, depending on
the relationship between the entity's performance and
the customer's payment. Customer acquisition costs
and costs to fulfil a contract can, subject to certain
criteria, be capitalised as an asset and amortised over the
contract period.
Impact of adoption
AASB 9 was adopted using the retrospective approach
without adjusting comparatives and AASB 15 was adopted
using the cumulative method. There was no impact of
adoption on opening retained profits as at 2 July 2018 and
therefore no adjustments is reflected.
Principles of Consolidation
The consolidated financial statements incorporate all of the
assets, liabilities and results of the parent Noni B Limited
NOTES TO THE FINANCIAL STATEMENTS
and all of the subsidiaries (including any structured entities).
Subsidiaries are entities the parent controls. The parent
controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the
entity. A list of the subsidiaries is provided in note 26.
The assets, liabilities and results of all subsidiaries are fully
consolidated into the financial statements of the Group
from the date on which control is obtained by the Group.
The consolidation of a subsidiary is discontinued from
the date that control ceases. Intercompany transactions,
balances and unrealised gains or losses on transactions
between group entities are fully eliminated on consolidation.
Accounting policies of subsidiaries have been changed and
adjustments made where necessary to ensure uniformity of
the accounting policies adopted by the Group.
(a) Fair value measurement
The Group measures some of its assets and liabilities
at fair value on either a recurring or non-recurring
basis, depending on the requirements of the applicable
Accounting Standard.
Fair value is the price the Group would receive to sell
an asset or would have to pay to transfer a liability in an
orderly (i.e. unforced) transaction between independent,
knowledgeable and willing market participants at the
measurement date.
As fair value is a market-based measure, the closest
equivalent observable market pricing information is used
to determine fair value. Adjustments to market values may
be made having regard to the characteristics of the specific
asset or liability. The fair values of assets and liabilities that
are not traded in an active market are determined using one
or more valuation techniques. These valuation techniques
maximise, to the extent possible, the use of observable
market data.
To the extent possible, market information is extracted from
either the principal market for the asset or liability (i.e. the
market with the greatest volume and level of activity for
the asset or liability) or, in the absence of such a market,
the most advantageous market available to the entity at the
end of the reporting period (i.e. the market that maximises
the receipts from the sale of the asset or minimises the
payments made to transfer the liability, after taking into
account transaction costs and transport costs).
For non-financial assets, the fair value measurement also
takes into account a market participant’s ability to use
the asset in its highest and best use or to sell it to another
market participant that would use the asset in its highest
and best use.
The fair value of liabilities and the entity’s own equity
instruments (excluding those related to share-based
payment arrangements) may be valued, where there is no
observable market price in relation to the transfer of such
financial instruments, by reference to observable market
information where such instruments are held as assets.
Where this information is not available, other valuation
techniques are adopted and, where significant, are detailed
in the respective note to the financial statements.
(b) Financial Instruments
Financial assets and financial liabilities are initially measured
at fair value. Transaction costs are included as part of the
initial measurement, except for financial instruments at fair
value through profit or loss.
Financial assets are subsequently measured at either
amortised cost or fair value depending on their
classification. Classification is determined based on both the
business model within which such assets are held and the
contractual cash flow characteristics of the financial asset.
The consolidated entity’s cash and cash equivalents and
other receivables are classified as at amortised cost.
Certain investments qualify to be recognised and measured
subsequently at fair value through other comprehensive
income (‘OCI’) on exercise of an irrevocable election at the
time of initial recognition, otherwise they are recognised at
fair value through profit or loss.
Financial liabilities are subsequently measured at amortised
cost. Derivatives are recognised at fair value through profit
or loss.
Amortised cost is calculated as the amount at which the
financial asset or financial liability is measured at initial
recognition less principal repayments and any reduction for
impairment, and adjusted for any cumulative amortisation of
the difference between that initial amount and the maturity
amount calculated using the effective interest method.
The consolidated entity recognises a loss allowance for
expected credit losses on debt instruments which are
either measured at amortised cost or fair value through
other comprehensive income. The measurement of the
loss allowance depends upon the consolidated entity's
assessment at the end of each reporting period as to
whether the financial instrument's credit risk has increased
significantly since initial recognition, based on reasonable
and supportable information that is available, without
undue cost or effort to obtain. For financial assets measured
at fair value through other comprehensive income, the
loss allowance is recognised within other comprehensive
income. In all other cases, the loss allowance is recognised
in profit or loss. When there is no reasonable expectation of
recovering part or all of a financial asset, its carrying value is
written off.
(c) Foreign currency transactions and balances
Functional and presentation currency
The functional currency of each of the Group’s entities
is measured using the currency of the primary economic
environment in which that entity operates. The consolidated
financial statements are presented in Australian dollars,
which is the parent entity’s functional currency.
NONI B GROUP ANNUAL REPORT 2019 35
Note 1. SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign operations
The assets and liabilities of foreign operations are
translated into Australian dollars using the exchange
rate at the reporting date. The revenue and expenses of
foreign operations are translated into Australian dollars
using the average exchange rates, which approximate the
rates at the dates of the transactions, for the period. All
resulting foreign exchange differences are recognised in
other comprehensive income through the foreign currency
translation reserve in equity.
Transactions and balances
Foreign currency transactions are translated into functional
currency using the exchange rates prevailing at the date
of the transaction. Foreign currency monetary items are
translated at either the year-end or hedged exchange rate.
Non-monetary items measured at historical cost continue
to be carried at the exchange rate at the date of the
transaction. Non-monetary items measured at fair value are
reported at the exchange rate at the date when fair values
were determined.
Exchange differences arising on the translation of monetary
items are recognised in profit or loss, except where deferred
in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of
non-monetary items are recognised directly in other
comprehensive income to the extent that the underlying
gain or loss is recognised in other comprehensive income;
otherwise the exchange difference is recognised in profit
or loss.
(d) Employee benefits
Employees of the Group receive defined contribution
superannuation entitlements for which the Group pays the
fixed superannuation guarantee contribution (currently
9.5% of the employee’s average ordinary salary) to the
employee’s superannuation fund of choice. All contributions
in respect of employees’ defined contribution entitlements
are recognised as an expense when they become payable.
The Group’s obligation with respect to employees’ defined
contribution entitlements is limited to its obligation for
any unpaid superannuation guarantee contributions at
the end of the reporting period. All obligations for unpaid
superannuation guarantee contributions are measured at
the (undiscounted) amounts expected to be paid when the
obligation is settled and are presented as current liabilities
in the Group’s statement of financial position.
in Trade and other receivables or payables in the statement
of financial position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or
financing activities which are recoverable from, or payable
to, the tax authority are presented as operating cash
flows included in receipts from customers or payments
to suppliers.
Commitments and contingencies are disclosed net of
the amount of GST recoverable from, or payable to, the
taxation authority.
(f) Period
When required by Accounting Standards, comparative
figures have been adjusted to conform to changes in
presentation for the current financial year. No presentation
changes arose on the adoption of AASB 15 and AASB 9.
The current reporting period, 2 July 2018 to 30 June 2019,
represents 52 weeks and the comparative reporting period
is from 3 July 2017 to 1 July 2018 which represents 52 weeks.
(g) Rounding of amounts
The Company is a company of the kind specified in ASIC
Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191, dated 24 March 2016. In accordance
with that ASIC instrument amounts in the financial
statements and the Director’s Report have been rounded to
the nearest thousand dollars, unless specifically stated to
be otherwise.
(h) Critical accounting estimates
and judgements
The Directors evaluate estimates and judgements
incorporated into the financial statements based on
historical knowledge and best available current information.
Estimates assume a reasonable expectation of future
events and are based on current trends and economic data,
obtained both externally and within the Group. The key
estimates and judgements have been included within the
notes to the financial report.
(i) Parent entity information
In accordance with the Corporations Act 2001, these
financial statements present the results of the consolidated
entity only. Supplementary information about the parent
entity is disclosed in note 25.
(e) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the
amount of goods and services tax (GST) except where
the amount of GST incurred is not recoverable from the
Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount
of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included
(j) New Accounting Standards for Application
in Future Periods
AASB 16 will replace existing accounting requirements for
leases under AASB 117 Leases.
Under AASB 16, the Group’s accounting for operating
leases as a lessee will result in the recognition of a
right-of-use (ROU) asset and an associated lease liability
on the Consolidated Statement of Financial Position. The
36
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
lease liability represents the present value of future lease
payments, with the exception of short-term and low value
leases. An interest expense will be recognised on the lease
liabilities and an amortisation charge will be recognised
for the ROU assets. There will also be additional disclosure
requirements under the new standard.
The Group will initially apply AASB 16 on 1 July 2019,
using the modified retrospective approach, whereby
the cumulative effect of adopting AASB 16 will be
recognised as an adjustment to the opening balance of
retained earnings at 1 July 2019, with no restatement of
comparative information.
The Group has made a reasonable estimate of the
potential impact of AASB 16 on the Consolidated Financial
Statements arising from its portfolio of property leases and
expects the lease liability on the Consolidated Statement of
Financial Position at 30 June 2020 to be $235,386,000.
This estimate relies on various assumptions concerning the
Group’s existing portfolio of property leases and leases
expected to be entered into in the first financial year
following adoption of the new standard.
The actual impact of applying AASB 16 will depend on the
composition of the Group’s lease portfolio, the extent to
which the Group chooses to use practical expedients and
recognition exemptions, and the new accounting policies,
which are subject to change until the Group presents
its first financial statements that include the date of
initial application.
Interpretation 23 Uncertainty over Income Tax Treatments
Interpretation 23 sets out how to determine the accounting
tax position when there is uncertainty over income tax
treatments. The Interpretation requires an entity to:
● whether uncertain tax positions are assessed separately
or as a group, and
● whether it is probable that a tax authority will accept an
uncertain tax treatment used, or proposed to be used,
by an entity in its income tax filings.
If yes, the entity should determine its accounting tax
position consistent with the tax treatment used or planned
to be used in its income tax filings.
If no, the entity should reflect the effect of uncertainty in
determining its accounting tax position.
The interpretation is effective for annual periods beginning
on or after 1 January 2019. Entities can apply the
Interpretation with either full retrospective application or
modified retrospective application without restatement of
comparatives retrospectively or prospectively.
The Directors of the Company are still assessing the
impact that the Interpretation will have on the Group’s
financial statements.
Note 2. OPERATING SEGMENT
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 predominately
in Australia and also within New Zealand 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 revenue metrics.
At the end of the reporting period the Groups geographic areas of operation consisted of Australia and New Zealand:
GEOGRAPHIC SEGMENTS
Revenue
Current assets
Non-current assets
Australia
New
Zealand
$’000
$'000
Total
$’000
849,824
14,669
864,493
210,265
197,333
4,047
215
214,312
197,548
In the prior year, the Group only operated one geographic segment, being Australia.
NONI B GROUP ANNUAL REPORT 2019 37
Note 3. REVENUE AND OTHER INCOME
Revenue:
Sale of goods
Other income:
Interest
Jewellery commission
Other
Total other income
Recognition and measurement
2019
$’000
2018
$’000
864,493
364,152
260
13,365
3,802
17,427
121
4,848
3,305
8,274
Revenue arising from sales of goods is recognised at the point in time when the customer has obtained control of the goods
which is considered to be fulfilment of the performance obligation. Revenue is measured with consideration to any trade
discounts and volume rebates.
i. Retail sales revenue and jewellery commission revenue is recognised at the point of sale, which is where the customer
has obtained control of the goods. Amounts disclosed as revenue are net of sales returns, trade discounts and
commission paid.
ii. Revenue from the sale of gift cards is recognised upon redemption of the gift card. The amount of gift cards which
expire unredeemed is not significant.
iii. The Group operates a customer loyalty scheme which provides rebate vouchers to be issued to customers twice yearly,
based on customer’s purchases during the loyalty period. The vouchers have expiry dates six weeks after issue. The
Group defers this revenue until such point at which the sale of goods is made. The deferred portion is included in sundry
payables as a contract liability and is recognised as revenue only after all the rebate obligations have been fulfilled.
iv.
Interest revenue is recognised when it is earned.
38
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Note 4. PROFIT FOR THE YEAR
a) Expenses (excluding finance costs)
Marketing and selling expenses
Occupancy expenses
Administrative expenses
Other expenses
Total expenses (excluding finance costs)
b) Profit before income tax from continuing operations includes the following
specific expenses:
Expenses
Finance costs comprising interest attributed to:
– interest and borrowing expenses
Total finance costs
All finance costs are expensed in the period in which they are incurred.
Depreciation
Amortisation
Impairment and write-off of non-current assets
Write-off and write down of obsolete stock and inventory
Operating lease rental expenses
Employee benefits expense
Superannuation expense
Share based payment expense
Unrealised foreign exchange
Consolidated Group
2019
$’000
2018
$’000
237,172
188,338
49,340
1,151
104,989
84,326
22,990
410
476,001
212,715
2,124
2,124
1,424
1,424
21,409
10,069
899
79
2,335
151,967
205,414
18,325
365
(208)
271
91
1,738
68,394
89,877
8,031
649
(832)
NONI B GROUP ANNUAL REPORT 2019 39
Note 5. INCOME TAX
Major components of income tax expense
Deferred tax
Current tax
Income tax expense
Reconciliation between income tax expense and prima facie tax on accounting profit
Accounting profit
Tax at 30% (2018-30%)
Tax effect on non-deductible expenses / (non-assessable items):
Share based payment expense
Tax rate difference
Non-deductible items
Deferred tax asset not recognised on tax losses
Other
Income tax expense
Income tax
Income tax receivable / (payable)
Applicable tax rate
The applicable tax rate is the national corporate tax rate in Australia of 30%
Analysis of deferred tax assets:
Employee entitlements
Lessors fit out contribution
Accruals
Inventory temporary differences
Depreciation temporary differences
Foreign currency balances
Provision for customer loyalty
Future tax benefit of tax losses
Business capital expenditure
Other provision
Other
Total deferred tax assets
Analysis of deferred tax liabilities:
Depreciation and amortisation temporary differences
Brand names
Trademarks
Foreign currency balances
Other
Total deferred tax liabilities
40
We put the customer at the heart of everything we do.
Consolidated Group
2019
$’000
2018
$’000
(2,756)
6,499
3,743
11,873
3,562
109
(36)
108
–
–
(1,413)
9,231
7,818
25,111
7,533
195
–
43
1
46
3,743
7,818
4,846
(4,467)
7,292
7,312
2,059
4,920
3,997
171
656
1,261
486
2,749
1,483
3,089
6,056
1,637
1,197
1,787
–
268
1,551
725
–
312
32,386
16,622
48
17,160
189
1,731
43
19,171
23
10,890
–
509
41
11,463
NOTES TO THE FINANCIAL STATEMENTS
Recognition and measurement
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the income
tax rate, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses
and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rate expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
● When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss; and
● When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences
will not reverse in the foreseeable future.
The carrying amount of recognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised
are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount
to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are
future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Tax consolidation
Noni B Limited (the ‘head entity’) and its wholly-owned Australian controlled entities formed an income tax consolidated
group under the tax consolidation regime as of 1 July 2005. The head entity and the controlled entities in the tax
consolidated group continue to account for their own current and deferred tax amounts. In addition to its own current
and deferred amount, the head entity also recognises the current tax assets/liabilities of each subsidiary in the tax
consolidated group.
The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Noni B
Limited for any current tax payable and are compensated by Noni B Limited for any current tax receivable and deferred tax
assets relating to unused tax losses or unused tax credits that are determined by reference to the amounts recognised in the
wholly-owned entities’ financial statements.
Note 6. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Recognition and measurement
Consolidated Group
2019
$’000
2018
$’000
36,612
58,697
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term highly
liquid investments with original maturities and bank overdrafts. Bank overdrafts are reported within borrowings in current
liabilities on the statement of financial position.
NONI B GROUP ANNUAL REPORT 2019 41
Note 7. OTHER RECEIVABLES
CURRENT
Sundry debtors
NON-CURRENT
Sundry debtors
Recognition and measurement
Consolidated Group
2019
$’000
2018
$’000
5,556
5,213
–
1,210
Sundry debtors include amounts due from repeat customers, suppliers and landlord contributions. Receivables expected
to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are
classified as non-current assets and are subsequently measured at amortised cost which have not been discounted.
Note 8. INVENTORIES
CURRENT
Finished goods at cost
Provision for obsolescence and shrinkage
Recognition and measurement
Consolidated Group
2019
$’000
2018
$’000
173,741
(6,790)
166,951
47,505
(2,023)
45,482
Inventories are measured at the lower of cost and net realisable value. Costs are assigned on a first-in first-out basis. Cost
comprises all costs of purchase and conversion and an appropriate proportion of fixed and variable overheads, net of
settlement discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated
costs of completion and the estimated costs necessary to make the sale.
Stock in transit is stated at the lower of cost and net realisable value. Costs comprise of purchase and delivery costs, net of
rebates and discounts received or receivable.
Key estimate and judgement
The provision for impairment of inventories assessment requires a significant degree of estimation and judgement. The level
of the provision is assessed by taking into account the recent sales experience, the classification and ageing of inventories
and other factors that affect inventory obsolescence.
Note 9. DERIVATIVE FINANCIAL INSTRUMENTS
Consolidated Group
2019
$’000
2018
$’000
–
–
653
653
Forward exchange forward contracts
Refer to note 20 for further information on financial instruments
42
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Note 10. PLANT AND EQUIPMENT
a) Plant and Equipment
Plant and equipment:
At cost
Accumulated depreciation
b) Movements in carrying amounts
Consolidated Group:
Balance at 2 July 2017
Additions
Disposals
Depreciation expense
Balance at 1 July 2018
Additions
Additions from business combinatioin
Disposals
Depreciation expense
Balance at 30 June 2019
Recognition and measurement
Consolidated Group
2019
$’000
2018
$’000
107,507
74,127
(66,406)
(41,893)
41,101
32,234
Plant and
equipment
$’000
Total
$’000
28,266
28,266
14,191
(154)
14,191
(154)
(10,069)
(10,069)
32,234
8,225
22,168
32,234
8,225
22,168
(117)
(117)
(21,409)
(21,409)
41,101
41,101
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated on a straight-line basis over the estimated useful lives covering a period of three to six years.
The carrying values of plant and equipment are reviewed for impairment annually for events or changes in circumstances
that may indicate the carrying value may not be recoverable. If an indication of impairment exists, and where the carrying
values exceeds the estimated recoverable amount, the assets are written down to their recoverable amount. Impairment
indicators are assessed at the store level.
Key estimate and judgement
The Group determines the estimated useful lives and related depreciation and amortisation charges for its plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations
or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold or will be written off or
written down.
NONI B GROUP ANNUAL REPORT 2019 43
Note 11. INTANGIBLE ASSETS
Goodwill – at cost
Brand names – at cost
Other intangible assets – at cost
Less: accumulated amortisation
Net carrying value
Total intangibles
Consolidated Group
2019
$’000
2018
$’000
64,022
57,200
4,094
(1,346)
2,748
123,970
38,625
36,300
1,501
(447)
1,054
75,979
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Consolidated Group
Goodwill
$’000
Brand
names
$'000
Other*
$'000
Total
$’000
38,625
36,300
–
–
–
–
38,625
36,300
–
–
25,397
20,900
622
703
(271)
1,054
820
1,773
75,547
703
(271)
75,979
820
48,070
–
–
(899)
(899)
64,022
57,200
2,748
123,970
Consolidated Group:
Balance at 2 July 2017
Additions
Amortisation expense
Balance at 1 July 2018
Additions
Additions from business combination
Amortisation expense
Balance at 30 June 2019
* Includes software and development costs and trademarks
Goodwill and Brand names
Recognition and measurement
Brand names and goodwill acquired in a business combination is initially measured at cost. Goodwill is the excess of the
cost of the business combination over the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities
and contingent liabilities. Goodwill on acquisition is included in intangible assets along with Brand names and is allocated
to cash generating units for the purposes of impairment testing. Goodwill and Brand names are assessed as having an
indefinite useful life and is tested annually for impairment or more frequently if events or changes in circumstances indicate
that it might be impaired. Goodwill and Brand names is carried at cost less accumulated impairment losses. Impairment
losses are taken to the profit or loss and are, for Goodwill, are not subsequently reversed.
Trademarks were acquired through the acquisition of the Millers, Autograph, Katies, Crossroads and Rivers brands. These
trademarks are amortised on a straight-line bases over the period of their expected benefit, being their finite life of 3 years,
and are tested annually for impairment.
Costs associated with software and development cost are amortised on a straight-line basis over the period of their
expected benefit being their finite life of 5 years and is tested annually for impairment.
Key estimates and judgement to account for business combination
On 5 September 2016, the Group acquired 100% of the shares of the Pretty Girl Fashion Group. The brands within the Pretty
Girl Fashion Group include Rockmans, W.Lane and beme. An independent valuation of the brand names acquired as part of
the transaction resulted in a brand valuation of $36,300,000.
On 2 July 2018, the Group acquired the Millers, Autograph, Crossroads, Rivers and Katies brands from the Specialty Fashion
Group through a business combination. An independent valuation of the brand names acquired as part of the transaction
resulted in a brand valuation of $20,900,000.
44
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Fair value is determined based upon the relief from royalty method at acquisition date. The royalty rates used in the
valuation were based on rates observed in the market. Brand names are assessed as having an indefinite useful life. The
indefinite useful life reflects management’s intention to continue to operate these brands to generate net cash inflows into
the foreseeable future.
Key estimates and judgement on impairment of goodwill and brand names
Impairment of goodwill and brand names is determined by assessing the recoverable amount of the cash generating units
(CGU) to which it relates which has been assessed at the brand level. When the recoverable amount of the CGU is less
than the carrying amount, an impairment loss is recognised. The recoverable amount of the CGU has been determined
based upon the value in use approach. The value in use calculation is based on the cash flow projections as at July 2019
for a period of five years. The cash flow projections are based on the FY2020 budget that has been approved by the
board and are projected for a further four years based on an estimated growth rate of 0.2% to 2% (2018: 3% to 7%) and a
terminal growth rate of 1% (2018: 1%). As part of the annual impairment test for goodwill and brand valuation, management
assesses the reasonableness of growth rate assumptions by reviewing historical cash flow and projections as well as future
growth objectives.
The post-tax discount rates applied to the cash flow projections is 13.5% to 15.5% (2018: 13.5%). The discount rate has been
determined using the weighted average cost of capital which incorporates both the cost of debt and the cost of equity. The
tax rate applied in the valuation model is based on the corporate tax rate in Australia of 30%.
Based on the impairment testing at July 2019 no impairment loss was recognised in relation to goodwill, brand names and
other intangible assets (2018: nil).
Management believes that no reasonably possible change in any of the above key assumptions would cause the carrying
value of the CGU to materially exceed its recoverable amount.
Trademarks
Trademarks were acquired through the acquisition of the Millers, Autograph, Katies, Crossroads and Rivers brands. These
trademarks are amortised on a straight-line bases over the period of their expected benefit, being their finite life of 3 years,
and are tested annually for impairment.
Software
Costs associated with software are amortised on a straight-line basis over the period of their expected benefit being their
finite life of 5 years and is tested annually for impairment.
Note 12. TRADE AND OTHER PAYABLES
Trade payable
Accruals
Sundry payables
Consolidated Group
2019
$’000
72,724
23,107
102,771
198,602
2018
$’000
40,536
10,742
8,423
59,701
Recognition and measurement
Trade and other payables represent the liabilities for goods and services received by the Group that remain unpaid at
the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within
30 – 90 days of recognition of the liability. Due to the short-term nature they are measured at amortised cost and are
not discounted.
Key estimate and judgement
The Group operates a loyalty program where customers accumulate points for purchases made which entitles them to
discounts on future purchases. This is recognised as a customer loyalty provision and is based on (i) loyalty events and
(ii) an estimate of the loyalty redemption by the loyalty customers. The estimate considers historical experience and other
factors relevant to customer spending.
NONI B GROUP ANNUAL REPORT 2019 45
Note 13. BORROWINGS
CURRENT
Secured liabilities:
Bank loans
Total current borrowings
NON-CURRENT
Secured liabilities:
Bank loans
Total non-current borrowings
Consolidated Group
2019
$’000
2018
$’000
–
–
3,479
3,479
29,482
29,482
16,955
16,955
Bank loans are recognised at the fair value of the consideration less directly attributable transaction costs. Fees paid on
establishment of loan facilities are amortised over the term of the facility. At 30 June 2019, the Group had outstanding loans
and borrowings of $20,000,000 (2018: $20,000,000) with an additional $10,000,000 made available from the market rate
facility. Of the $10,000,000 which was made available, $9,800,000 was used for the period ending 30 June 2019 (2018: nil).
Bank loans are secured by both the warehouse inventory and a general security deed which is a fixed and floating charge
over the business.
Recognition and measurement
Borrowing costs are directly attributable to the loan. They are subsequently measured at amortised costs using the effective
interest method.
Finance facilities
The following lines of credit were available at reporting date:
Amount of credit facilities available
Bank card
Market rate facility
Bank guarantees and lines of credit
Total
Amount of credit facilities unused
Bank card
Market rate facility
Bank guarantees and lines of credit
Total
Consolidated Group
2019
$’000
2018
$’000
400
31,000
2,235
33,635
210
1,200
235
1,645
150
29,750
7,235
37,135
75
9,000
5,235
14,310
The bank loans and finance facilities available contain specific financial covenants which the Group is required to meet.
For the period ending 30 June 2019 the Group was able to meet its financial covenants and remained compliant for the
period ended.
46
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Note 14. PROVISIONS
Current
Employee benefits
Other provisions
Total current provisions
Non-current
Employee benefits
Other provisions
Total non-current provisions
Consolidated Group
2019
$’000
21,720
7,369
29,089
2,565
1,862
4,427
2018
$’000
9,160
410
9,570
1,126
–
1,126
Movements in provisions during the current financial year, other than employee benefits, are set out below:
Consolidated Group:
Carrying amount at 1 July 2018
Additional provisions recognised
Additions from business combination
Amounts used
Carrying amount at the end of the year
Other long-term employee benefits
Recognition and measurement
Onerous
lease
Lease
make good
$'000
$’000
Bonus
$’000
Total
$'000
–
–
5,743
–
5,743
110
488
–
(110)
488
300
3,000
–
(300)
3,000
410
3,488
5,743
(410)
9,231
Provision for employee benefits represents amounts accrued for annual leave and long service leave.
The current portion for this provision includes the total amount accrued for annual leave entitlements and the amounts
accrued for long service leave entitlements that have vested due to employees having completed the required period
of service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave
balances classified as current liabilities to be settled within the next 12 months. However, these amounts must be
classified as current liabilities since the Group does not have an unconditional right to defer the settlement of these
amounts in the event employees wish to use their leave entitlement. The amount that is not expected to be taken within
the next twelve months including on costs is $8,270,000 (2018: $3,490,000).
Long-term benefits are benefits (other than termination benefits) that are not expected to be settled wholly within
12 months after the end of the annual reporting period in which the employees render the related service. Other long-
term employee benefits are measured at the present value of the expected future payments to be made to employees.
Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee
departures and are discounted at rates determined by reference to market yields at the end of the reporting period
on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements
for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the
periods in which the changes occur. The non-current portion for this provision includes amounts accrued for long service
leave entitlements that have not yet vested in relation to those employees who have not yet completed the required
period of service.
Key estimate and judgement
The liability for long service leave is recognised and measured at the present value of the estimated future cash flows to
be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of
attrition rates and pay increases through promotion and inflation have been taken into account.
NONI B GROUP ANNUAL REPORT 2019 47
Note 14. PROVISIONS (continued)
Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is
probable that an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the
reporting period.
Other provisions include:
Onerous lease
The provision represents leases with unavoidable costs of meeting the lease for which the costs of meeting the obligations
exceed the economic benefits expected to be received.
Lease make good
The provision represents the present value of the estimated costs to make good the store closures for the premises leased
by the Group.
Bonus
The provision represents the estimated amount to be paid to team members based on the FY2019 performance which were
approved prior to year end.
Note 15. DERIVATIVE FINANCIAL INSTRUMENTS
Forward exchange forward contracts
Interest rate swaps
Refer to note 20 for further information on financial instruments.
Note 16. OTHER LIABILITIES
CURRENT
Fitout contributions and lease incentives
NON-CURRENT
Fitout contributions and lease incentives
Deferred lease incentives
Consolidated Group
2019
$’000
2018
$’000
33
537
570
–
8
8
Consolidated Group
2019
$’000
2018
$’000
8,908
8,908
15,489
15,489
6,179
6,179
14,009
14,009
The liability represents operating lease incentives received. The incentives are allocated to the profit and loss on a straight-
line basis over the lease term.
48
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Note 17. ISSUED CAPITAL
Fully paid ordinary shares
Balance at the beginning of the financial year
Issue of shares
Less transaction costs (I)
Ordinary shares
Balance at the beginning of the financial period
Issue of shares during the period (ii)
Share buy-back (iii)
Balance at the end of the financial period
Consolidated Group
2019
$’000
2018
$’000
107,651
–
(46)
68,340
40,821
(1,510)
107,605
107,651
NO.
NO.
96,361,245 80,033,300
845,000 16,603,945
(291,466)
(276,000)
96,914,779
96,361,245
(i) transaction costs for the 2019 financial year relate to share buy-back with the 2018 financial year costs associated to the
capital raising.
(ii) a total of 845,000 shares were issued in relation to performance shares under limited recourse loans to Directors and Senior
Management.
(iii) 275,000 shares were issued to Senior Management however they were cancelled by the Company during the year. A further 16,466
shares were bought and cancelled by the Company as part of the share buy-back.
Ordinary shares
Ordinary shares are classified as equity and entitle the holder to participate in dividends and the proceeds on the
winding up of the Group in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the Group does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from proceeds.
Note 18. RESERVE
Reserves comprise:
Equity reserve
Foreign currency translation reserve
Dividend profit reserve
Total reserves
Consolidated Group
2019
$’000
2018
$’000
3,723
31
5,667
9,421
3,159
–
10,112
13,271
Equity reserve
The equity reserve is used to record the value of the share based payments provided to employees. In accordance to
the Rules of the Director and Senior Management Share Plan, dividends paid on the Plan Shares will be applied to the
value of shares. The dividend amount which was applied to the Plan Shares during the 2019 Financial Year was $199,000
(2018: $771,000) and this amount was not paid in cash.
Foreign currency translation reserve
The foreign currency translation reserve is used to record the exchange differences arising from translation of the
financial statements of foreign operations to Australian dollars.
NONI B GROUP ANNUAL REPORT 2019 49
Note 18. RESERVE (continued)
Dividend profit reserve
To the extent that any current year profits are not distributed as dividends, the Group may set aside some or all of the
undistributed profits to a separate dividend profit reserve to facilitate the payment of future dividends, rather than
maintaining these profits within accumulated losses. During the year the Directors decided to transfer the 2019 Financial
Year profit of $8,130,000 (2018: $17,293,000) to the dividend profit reserve which will enable the declaration of a
future dividend.
Note 19. DIVIDENDS PAID
Dividends
Consolidated Group
2019
2018
Cents per
share
Date of
payment
9.0 22/03/2019
4.0
12/10/2018
Total
amount
$’000
8,722
3,853
12,575
Cents per
share
Date of
payment
9.0
4.0
29/03/2018
09/10/2017
Total
amount
$'000
7,233
3,201
10,434
Current year interim
Prior year final
All dividends are fully franked at a 30% tax rate.
On 27 August 2019, the Board of Directors declared a final dividend in respect of the 2019 year of 5.5 cents
(2018: 4.0 cents) per share fully franked at a 30% tax rate. The amount will be paid on 24 October 2019
(2018: 12 October 2018). As the dividend was declared subsequent to 30 June 2019, no provision has been
made as at 30 June 2019.
Franking credits
Consolidated Group
2019
$’000
2018
$’000
Franking credits available for future financial years (tax paid basis, 30% tax rate)
15,060
14,941
The above amount represents the balance of the franking account as at the end of the financial year, adjusted for:
● Franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
● Franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
● Franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
50
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Note 20. FINANCIAL RISK MANAGEMENT
Capital Risk Management
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term
shareholder value and ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets. The Group
is not subject to any externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of debt levels,
distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior
year. The gearing ratios for the years ended 30 June 2019 and 1 July 2018 are as follows:
Total debt
Total equity
Total capital
Gearing ratio
Consolidated Group
2019
Note
$’000
13
29,482
106,122
2018
$’000
20,434
110,018
135,604
130,452
21.7%
15.7%
Financial Risk Management Policies
The Board monitors the Group’s financial risk management policies and exposures and approves financial transactions
within the scope of its authority. It also reviews the effectiveness of internal controls relating to commodity price risk,
counterparty credit risk, currency risk, liquidity risk, and interest rate risk.
The Boards overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising
potential adverse effects on financial performance. Its functions include the review of the use of hedging derivative
instruments, credit risk policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk, and market risk
consisting of interest rate risk, foreign currency risk and other price risk (commodity and equity price risk). There have
been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives,
policies and processes for managing or measuring the risks from the previous period.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. Credit risk arises from cash and cash equivalents, derivatives and deposits with banks. As sales to retail customers
are settled in cash or using major credit cards within 24 hours, the Group is mitigated from any material credit risk exposure
to any single debtor or group of debtors. Current trade account receivables are non-interest bearing loans and are generally
on 45 day terms.
Market Risk
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through
foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and
cash flow forecasting.
In order to protect against exchange rate movements, the Group has entered into forward foreign exchange contracts.
These contracts are hedging highly probable forecasted cash flows for the ensuing financial year.
The contracts are timed to mature when payments for certain shipments of inventory are scheduled to be made. The fair
value of forward exchange contracts is determined using forward exchange market rates at reporting date.
NONI B GROUP ANNUAL REPORT 2019 51
Note 20. FINANCIAL RISK MANAGEMENT (continued)
The maturity, settlement amounts and the average contractual exchange rates of the Group's outstanding forward foreign
exchange contracts at the reporting date was as follows:
Buy US dollars
Maturity:
Less than 1 year
Sell AUD dollars
Average exchange rate
2019
$’000
2018
$’000
2019
$
2018
$
158,851
28,519
0.7028
0.7549
The derivatives that are not effective accounting hedges are measured at fair value through profit or loss.
Price risk
The Group is not exposed to any significant price risk.
Interest Rate Risk
The Group’s main interest rate risk arises from loans and borrowings. Borrowings with variable rates expose the Group to
interest rate risk with borrowings issued at fixed rates exposing the Group to fair value interest risk. The Group currently has
interest swaps in order to reduce the exposure to interest rate risk.
As at the reporting date, the Group had the following interest rate borrowings outstanding:
Bank loans
Loan balance
Average interest rate
2019
$’000
2018
$’000
2019
%
29,482
20,434
4.23%
2018
%
4.17%
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting
its obligations related to financial liabilities.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows. At reporting date, bank loan facilities of $30,000,000 were available to the
Group (2018: $5,000,000). Of this facility, $200,000 was unused (2018: $5,000,000).
The following table reflects the Groups financial liabilities, net and gross settled derivative financial instruments into relevant
maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows. The tables include both principal and interest cash
flows disclosed as remaining contractual maturities and therefore the totals may differ from their carrying amount in the
statement of financial position.
Consolidated Group
2019
$’000
138,587
49,493
10,522
29,800
228,402
2018
$’000
33,739
27,463
2,250
17,000
80,452
Maturity < 1 month
Maturity 1 – 3 months
Maturity 3 – 12 months
Maturity > 1 year
52
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Fair Value of financial instruments
AASB 13, fair value measurement requires the disclosure of fair value information by level of the fair value hierarchy,
which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is
significant to the measurement can be categorised into as follows:
Level 1 – the fair value is calculated using quoted price in active markets for identical assets or liabilities.
Level 2 – the fair value is estimated using 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 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation
techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant
inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant
inputs are not based on observable market data, the asset or liability is included in Level 3.
Valuation techniques
The Group selects a valuation technique that is appropriate for the circumstances. The valuation technique on the
derivatives is based on quoted mark to market data provided by the bank. There has been no movement between levels and
no changes in valuation techniques.
The following tables provide the fair values of the Group’s assets and liabilities measured and recognised on a recurring
basis after initial recognition and their categorisation within the fair value hierarchy:
Level 1
Level 2
Level 3
Total
2019
2018
2019
2018
2019
2018
2019
2018
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Recurring fair value measurements
Derivatives Asset/(Liability) held
for hedging:
– Forward exchange
forward contracts
– Interest swaps
Total (liabilities) / asset recognised
at fair value
–
–
–
–
–
–
(33)
(537)
653
(8)
(570)
645
–
–
–
–
–
–
(33)
(537)
653
(8)
(570)
645
Note 21. KEY MANAGEMENT PERSONNEL
Information regarding individual key management personnel (KMP), shareholdings of key management personnel, as well
as other transactions and balances with key management personnel and their related parties, as required by Regulation
2M.3.03 of the Corporations Regulations 2001 is provided in the Remuneration Report section of the Directors’ Report.
Directors
The following persons were Directors of Noni B Limited during the financial year
● Richard Facioni
Chairman
● Scott Evans
Chief Executive Officer
● Sue Morphet
Non-Executive Director
● David Wilshire
Non-Executive Director
● Jacqueline Frank
Non-Executive Director (appointed 2 May 2019)
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of
the Group directly or indirectly, during the financial year:
● Luke Softa
Chief Financial Officer
NONI B GROUP ANNUAL REPORT 2019 53
Note 21. KEY MANAGEMENT PERSONNEL (continued)
Compensation
The aggregate remuneration of the Directors and other key management personnel of the Group are as follows:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share based payments
Total benefits
Consolidated Group
2019
2018
2,613,498
1,626,463
49,851
54,934
551,803
48,598
17,743
581,527
3,270,086
2,274,331
Short-term employee benefits
These amounts include fees and benefits paid as well all salary, paid leave benefits, fringe benefits and cash bonuses.
Post-employment benefits
These amounts are the current-year’s estimated costs of providing for the Group’s defined benefits scheme post-retirement,
superannuation contributions made during the year and post-employment life insurance benefits.
Other long-term benefits
These amounts represent long service leave benefits accruing during the year, long-term disability benefits and deferred
bonus payments.
Share-based payments
These amounts represent the expense related to the participation of the key management personnel in equity-settled
benefit schemes as measured by the fair value of the options, rights and shares granted on grant date.
Note 22. AUDITORS’ REMUNERATION
During the financial year the following fees were paid or payable for services provided by BDO, the auditor of the Group and
its network firms.
Audit services – BDO
– Audit and review of the financial statements
Other services – BDO
– Tax compliance services including review of company income tax returns
– Other assurance services
Consolidated Group
2019
$
2018
$
375,000
251,000
–
4,350
3,000
–
378,000
255,350
54
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Note 23. COMMITMENTS
Operating Lease Commitments
Non-cancellable operating leases contracted for but not recognised in the financial statements
Payable – minimum lease payments
– no later than 12 months
– between 12 months and 5 years
– later than 5 years
Consolidated Group
2019
$’000
2018
$’000
127,248
131,249
4,386
58,638
91,473
262
262,883
150,373
Property 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.
Recognition and measurement
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as
expenses in the periods in which they are incurred.
Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the
lease term.
Note 24. RELATED PARTY TRANSACTIONS
Parent entity
Noni B Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 26.
Key management personnel
Disclosures relating to key management personnel are set out in note 21 and the Remuneration report is included in the
Directors' report.
Transactions with related parties
A total of $120,000 was paid in management fees to related party of the Non-Executive Directors during the financial
period (2018: $120,000).
Receivables from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
NONI B GROUP ANNUAL REPORT 2019 55
Note 25. PARENT ENTITY INFORMATION
The following information has been extracted from the books and records of the parent and has been prepared in
accordance with Australian Accounting Standards.
Statement of profit or loss and other comprehensive income
Net profit after income tax expense
Total comprehensive income for the year
Statement of financial position
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Non-current liabilities
TOTAL LIABILITIES
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Consolidated Group
2019
$’000
2018
$’000
23,398
23,398
17,293
17,293
153,334
197,283
350,617
184,825
59,670
244,495
107,605
9,421
85,720
92,041
177,761
35,248
32,495
67,743
107,651
13,271
(10,904)
(10,904)
106,122
110,018
As at 30 June 2019, the parent entity had an excess of current liabilities over current assets of $2,865,000 (2018 net current
asset position of $50,472,000)
Contingent liabilities
As at 30 June 2019, the parent entity had no contingent liabilities (2018: nil).
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, except for the following:
● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Contractual commitments
As at 30 June 2019, the parent entity had no contractual commitments apart from standard operating lease commitments
(Note 23).
56
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Note 26. INTERESTS IN SUBSIDIARIES
Information about the Principal Subsidiaries
The subsidiaries listed below have share capital consisting solely of ordinary shares which are held directly by the Group.
The proportion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal place of
business is also its country of incorporation.
Name of Subsidiary
Noni B Holdings Pty Limited
Pretty Girl Fashion Group Holdings Pty Ltd
Pretty Girl Fashion Group Pty Ltd
W.Lane Pty Ltd
Hapago Pty Ltd
Stellvine Pty Ltd
La Voca Pty Ltd
Bostide Pty Ltd
Noni B Holdings 2 Pty Ltd
Millers Retail Pty Ltd
Autograph Retail Pty Ltd
Rivers Retail Holdings Pty Ltd
Crossroads Retail Pty Ltd
Katies Retail Pty Ltd
Noni B NZ Limited
Noni B Holdings NZ Limited
Country of
Incorporation
Ownership Interest
2019
2018
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
New Zealand
New Zealand
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
–
–
–
–
–
–
–
–
Note 27. DEED OF CROSS GUARANTEE
The following entities are party to a deed of cross guarantee under which each party guarantees the debts of the others:
● Noni B Limited
● Noni B Holdings Pty Limited
● Noni B Holdings 2 Pty Ltd
● Noni B Holdings NZ Limited
● Millers Retail Pty Ltd
● Autograph Retail Pty Ltd
● Pretty Girl Fashion Group Holdings Pty Ltd
● Pretty Girl Fashion Group Pty. Ltd.
● Crossroads Retail Pty Ltd
● Katies Retail Pty Ltd
● Rivers Retail Holdings Pty Ltd
By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial
statements and Directors’ report under ASIC Legislative Instrument 2016/785.
The above companies (including Noni B Limited as parent entity) represent a ‘Closed Group’ for the purposes of the
legislative instrument. The financial information pertaining to the Closed Group is the consolidated financial information in
the report less the information of the parent entity as disclosed in Note 25.
NONI B GROUP ANNUAL REPORT 2019 57
Note 27. DEED OF CROSS GUARANTEE (continued)
Statement of financial position
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Non-current liabilities
TOTAL LIABILITIES
Closed Group
2019
$’000
2018
$'000
214,312
197,548
411,860
237,169
68,569
305,738
110,811
126,164
236,975
83,404
43,553
126,957
Note 28. BUSINESS COMBINATIONS
On 2 July 2018, Noni B Limited acquired the Millers, Autograph, Crossroads, Rivers and Katies brands from the Specialty
Fashion Group through a business combination. The acquired brands operate within the retail of women’s apparel and
accessories which will further complement the existing Noni B, Rockmans, W.Lane and beme brands.
Details of the acquisition are as follows:
Consideration
– Cash paid for purchase
– Working capital
– Net cash acquired
Total cash consideration / net cash outflow
Net identifiable assets acquired
– Trade and other receivables
– Inventories
– Other current assets
– Plant and equipment
– Intangibles
– Brand names
– Deferred tax assets
– Trade and other payables
– Deferred tax liabilities
– Onerous lease provision
– Other provisions
Net identifiable assets acquired
Goodwill on acquisition
Fair value
$’000
31,000
8,003
(6,921)
32,082
1,865
50,480
415
22,168
1,773
20,900
12,170
(73,773)
(6,579)
(5,743)
(16,991)
6,685
25,397
1.
Transaction costs of $5,480,000 and restructuring costs of $3,659,000 were recognised in respect of the acquisition of the Millers, Katies,
Crossroads, Autograph and Rivers brands for the full year and are included in the consolidated statement of profit or loss and other
comprehensive income.
58
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Contingent consideration to be transferred by the acquirer
is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration
classified as an asset or liability is recognised in profit or
loss. Contingent consideration classified as equity is not
remeasured and its subsequent settlement is accounted for
within equity.
The difference between the acquisition-date fair
value of assets acquired, liabilities assumed and any
non-controlling interest in the acquiree and the fair value
of the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised
as goodwill. If the consideration transferred and the
pre-existing fair value is less than the fair value of the
identifiable net assets acquired, being a bargain purchase to
the acquirer, the difference is recognised as a gain directly
in profit or loss by the acquirer on the acquisition-date,
but only after a reassessment of the identification and
measurement of the net assets acquired, the non-controlling
interest in the acquiree, if any, the consideration transferred
and the acquirer's previously held equity interest in the
acquirer.
Business combinations are initially accounted for on a
provisional basis. The Group has retrospectively adjusted
the provisional amounts recognising changes to the net
identifiable assets acquired during the measurement period
based on new information obtained about the facts and
circumstances that existed at the acquisition-date. At 30
June 2019 the net identifiable assets acquired have now
been finalised. The measurement period ends on either the
earlier of (i) 12 months from the date of the acquisition or
(ii) when the acquirer receives all the information possible
to determine fair value.
Impact of acquisition on the results of
the Group
As the acquisition occurred on 2 July 2018, the revenue and
profit of the Group for the year ended 30 June 2019 reflects
the financial reporting period of the acquired brands.
AASB 3 Business Combinations requires disclosure of both
the revenue and profit and loss of the acquired brands
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 the commencement of the financial period. As the
acquisition occurred on 2 July 2018, the acquired brands
contributed revenues of $545,893,000 to the Group for
the financial reporting period. Management has however
determined that disclosure of the profit and loss of the
acquired brands from date of acquisition is impracticable
after considering various factors including the pre-
acquisition operating environment of the acquired brands
and the effective merger of the acquired brands into the
marketing, production, distribution and other activities of
the Group.
Recognition and measurement
The acquisition method of accounting is used to account
for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-
date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former
owners of the acquiree and the amount of any non-
controlling interest in the acquiree. For each business
combination, the non-controlling interest in the acquiree is
measured at either fair value or at the proportionate share
of the acquiree's identifiable net assets. All acquisition costs
are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity
assesses the financial assets acquired and liabilities assumed
for appropriate classification and designation in accordance
with the contractual terms, economic conditions, the
consolidated entity's operating or accounting policies
and other pertinent conditions in existence at the
acquisition-date.
Where the business combination is achieved in stages, the
consolidated entity remeasures its previously held equity
interest in the acquiree at the acquisition-date fair value
and the difference between the fair value and the previous
carrying amount is recognised in profit or loss.
NONI B GROUP ANNUAL REPORT 2019 59
Note 29. CASH FLOW INFORMATION
Reconciliation of Cash Flows from Operating Activities with Profit after income tax
Profit after income tax
Non-cash flows in profit:
– depreciation
– amortisation
– write-off of obsolete stock
– impairment and write-off of non-current assets
– net gain on disposal of plant and equipment
– unrealised foreign exchange (gain) / loss
– share based payment expense
Change in assets and liabilities:
– decrease / (increase) in trade and other receivables
– increase in inventories
– increase in deferred tax assets
– increase in deferred tax liabilities
– increase in trade and other payables
– increase / (decrease) in financial instruments
– (decrease)/increase in tax liability
– Increase / (decrease) in provisions
Net cash flow from operating activities
Consolidated Group
2019
$’000
2018
$’000
8,130
17,293
21,447
899
4,248
79
(52)
(208)
365
713
(77,089)
(363)
–
73,468
1,215
(10,901)
1,532
23,483
10,156
271
1,972
91
(38)
(832)
649
(2,875)
(18,211)
(1,596)
257
18,080
(2,419)
625
(1,695)
21,728
60
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Note 30. EARNINGS PER SHARE
Earnings per share for profit
Profit after income tax
Profit after income tax attributable to the owners of Noni B Limited
Weighted average number of ordinary shares used in calculating:
– basic earnings per share
– diluted earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
Consolidated Group
2019
$’000
2018
$’000
8,130
8,130
17,293
17,293
Number
Number
$’000
$’000
96,824
96,824
8.4
8.4
81,386
81,386
21.3
21.3
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Noni B Limited, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during
the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and
the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
NONI B GROUP ANNUAL REPORT 2019 61
Note 31. SHARE BASED PAYMENTS
The fair value at grant date is independently determined using a Binomial Approximation Option Valuation Model and the
Black Scholes Valuation model that takes into account the exercise price, the term of the rights over shares, the share price
at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest
rate for the term of the rights over shares. The volatility calculation is based on historical share prices. These have a variety
of market and non-market conditions based on the volume weighted average price (VWAP). The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and
liabilities within the next annual reporting period but may impact profit or loss and equity.
A summary of the movement of all rights over share grants during the year ended 30 June 2019 include:
Performance Share Rights
Performance share rights which were outstanding as at 30 June 2019 were as follows:
Grant date
08/08/2016
19/08/2016
19/08/2016
19/08/2016
17/02/2017
10/05/2017
24/05/2017
07/08/2017
25/08/2017
11/11/2017
12/01/2018
12/05/2018
24/09/2018
21/12/2018
Expiry date
07/08/2021
18/08/2021
18/08/2021
18/08/2021
16/02/2022
09/05/2022
23/05/2022
06/08/2022
24/08/2022
10/11/2022
11/01/2023
11/05/2023
23/09/2023
20/12/2023
Fair value
at grant
date
Share price
at grant
date
Exercise
price
Volatility
Interest
rate
$ 0.44
$ 0.47
$ 0.39
$ 0.32
$ 0.48
$ 0.55
$ 0.54
$ 0.38
$ 0.38
$ 0.39
$ 0.45
$ 0.37
$ 1.31
$ 0.63
$ 1.33
$ 1.33
$ 1.33
$ 1.33
$ 1.46
$ 1.65
$ 1.63
$ 1.96
$ 2.00
$ 2.02
$ 2.09
$ 2.35
$ 3.58
$ 2.68
$ 1.33
$ 1.25
$ 1.50
$ 1.75
$ 1.47
$ 1.63
$ 1.64
$ 1.86
$ 1.95
$ 2.01
$ 1.93
$ 2.50
$ 3.42
$ 3.42
35%
35%
35%
35%
35%
35%
35%
15%
16%
25%
24%
28%
54%
49%
1.54%
1.54%
1.54%
1.54%
1.54%
1.54%
1.54%
1.55%
1.55%
1.55%
1.55%
1.55%
1.55%
1.55%
Number
of rights
available
100,000
1,450,000
300,000
300,000
100,000
25,000
100,000
100,000
25,000
25,000
75,000
50,000
675,000
20,000
The weighted average price for the above performance share rights was $1.85.
During the financial period a total of 845,000 share rights were exercised at the agreed upon exercise price on the grant
date (2018: $375,000).
Performance share rights which were forfeited during the period 2 July 2018 to 30 June 2019 were as follows:
Grant date
10/05/2017
07/08/2017
26/09/2017
24/09/2018
Expiry date
09/05/2022
06/08/2022
25/09/2022
23/09/2023
Fair value
at grant
date
Share price
at grant
date
Exercise
price
Volatility
Interest
rate
$ 0.55
$ 0.38
$ 0.45
$ 1.31
$ 1.65
$ 1.96
$ 2.06
$ 3.58
$ 1.63
$ 1.86
$ 2.05
$ 3.42
35%
15%
21%
54%
1.54%
1.55%
1.55%
1.55%
Number
of rights
available
25,000
125,000
25,000
100,000
The total charge arising from share based payment transactions during the year as part of employee benefit expense was
$365,000 (2018: $649,000).
62
We put the customer at the heart of everything we do.
NOTES TO THE FINANCIAL STATEMENTS
Recognition and measurement
Share-based payments to employees are measured at the
fair value of the instruments issued and amortised over the
vesting periods. Share-based payments to non-employees
are measured at the fair value of goods or services received
or the fair value of the equity instruments issued, if it is
determined the fair value of the goods or services cannot be
reliably measured, and are recorded at the date the goods
or services are received. The corresponding amount is
recorded to the equity reserve. The fair value is determined
using the Black-Scholes pricing model. The number of
shares expected to vest is reviewed and adjusted at the end
of each reporting period such that the amount recognised
for services received as consideration for the equity
instruments granted is based on the number of equity
instruments that eventually vest.
Note 32. EVENTS AFTER THE
REPORTING DATE
No matters or circumstances have arisen since 30 June 2019
that has significantly affected, or may significantly affect the
Group’s operations, the results of those operations, or the
Group’s state of affairs in future financial years.
NONI B GROUP ANNUAL REPORT 2019 63
In accordance with a resolution of the Directors of Noni B Limited, the Directors of the Company declare that:
1.
the financial statements and notes of Noni B Limited for the financial year ended 30 June 2019 are in accordance
with the Corporations Act 2001 including:
a) complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements, and
b) give a true and fair view of the financial position as at 30 June 2019 and of its performance for the financial year
ended on that date, and
2.
3.
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
in the opinion of the Directors, as at the date of this declaration, there are reasonable grounds to believe that the
members of the Closed Group will be able to meet any obligations or liabilities to which they are or may become
subject, by virtue of the Deed of Cross Guarantee
The Directors have been given the declarations required by s 295A of the Corporations Act 2001 from the Chief
Executive Officer and Chief Financial Officer for the financial year ended 30 June 2019.
Richard Facioni
Chairman
27 August 2019
Scott Evans
Managing Director
27 August 2019
64
We put the customer at the heart of everything we do.
DIRECTORS' DECLARATION
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NONI B LIMITED
NONI B GROUP ANNUAL REPORT 2019 65
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 REPORT To the members of Noni B Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Noni B Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2019, 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 year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i)Giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its financial performance for the year ended on that date; and (ii)Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 66
We put the customer at the heart of everything we do.
INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF NONI B LIMITED Revenue Recognition Key audit matter How the matter was addressed in our audit Revenue, totalling $864,493,000 (2018: $364,152,000), is generated from the retail sales of women’s apparel. The Group's management focuses on revenue as a key driver by which the performance of the Group is measured. This area is a key audit matter due to the volume of transactions and the total balance of revenue. Note 3 of the financial report describes the accounting policies for revenue recognition. To ensure that revenue was recorded properly, our audit procedures included, amongst others: • Reviewing the revenue recognition policy for all material sources of revenue to ensure that revenue was being recognised appropriately, in line with Australian Accounting Standards with specific reference to the adoption of AASB 15 Revenue from Contracts with Customers; • Testing the operating effectiveness of controls over the recording of revenue, including IT general controls, controls surrounding the processing of sales transactions, the transfer of sales data from the point of sale system (at stores) to the general ledger and the revenue recorded; • Performing cut-off testing to ensure that revenue transactions around year end have been recorded in the correct reporting period; and • Performing a variety of analytical procedures which included forming expectations on revenue per store and comparing revenue on a monthly basis with those expectations. Valuation of inventory Key audit matter How the matter was addressed in our audit The carrying value of inventory as at 30 June 2019 is $166,951,000 (2018: $45,482,000) as disclosed in note 8. Due to the industry in which the Group operates, the items held in inventory have an inherent risk of obsolescence. Management has recorded a provision for obsolescence and shrinkage of Our audit procedures included, amongst others: • Discussing with management the Group’s current performance and future strategies to assist in evaluating the change in the underlying assumptions applied in the calculation of the
NONI B GROUP ANNUAL REPORT 2019 67
Key audit matter How the matter was addressed in our audit $6,790,000 (2018: $2,023,000) which is judgemental in nature. The Group has changed the underlying core assumption for calculating the inventory subject to the obsolescence and shrinkage provision in the current year with respect to the classification of inventory items. Assumptions relating to the age of inventory and expected future sales remain similar to prior year. The valuation of inventory is a key audit matter due to the judgemental nature of the provision for obsolescence and shrinkage, the change in the underlying assumptions and the material nature of the inventory balance. inventory obsolescence and shrinkage provision; • Recalculating the arithmetical accuracy of the provision for inventory obsolescence and shrinkage calculation; • Challenging management’s assumptions by: • testing the classifications of the underlying data used within the calculation; • Performing a detailed analysis of inventory turnover compared to prior periods and evaluating against the adequacy of the provision; • Analysing historical inventory movement trends, specifically for core stock; and • Agreeing a sample of inventory on hand to initial purchase invoices and subsequent sales invoices and comparing the carrying amount to the net realisable value. Recoverability of indefinite life intangibles Key audit matter How the matter was addressed in our audit The valuation of goodwill and brand names is significant to our audit because the balance of $121,222,000 as at 30 June 2019 as disclosed in Note 11 is material to the financial statements and the testing of these indefinite life intangibles is a judgemental process. The Group has engaged an expert in testing the goodwill and brand names allocated to each cash generating unit for impairment at reporting date, by comparing the carrying value to its recoverable amount. The Group has determined recoverable amount through a value in use calculation for each cash generating unit. This Our audit procedures included, amongst others: •Evaluating whether management’s expert had the necessary competence, capabilities, and objectivity. We obtained an understanding of the work of the management’s expert including an understanding of the relevant field of expertise; •Evaluating the Group's assumptions and estimates used to determine the recoverable amount of its assets, including those relating to revenue 68
We put the customer at the heart of everything we do.
INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF NONI B LIMITED Key audit matter How the matter was addressed in our audit process is judgemental and is based on assumptions, specifically those in relation to revenue growth rates, estimated expenditures incurred and discount rates, which are affected by current and future market conditions. growth rates, estimated expenditures and discount rates; •Where appropriate, considering the historical accuracy of the Group’s historical cash flow forecasts; and •Evaluating the sensitivity analysis applied on the Group’s discounted cash flow models for each cash generating unit to assess whether changes in the key assumptions would impact the recoverable amount of the assets. Accounting for the acquisition of the Millers, Autograph, Crossroads, Rivers and Katies brands Key audit matter How the matter was addressed in our audit As disclosed in note 28 of the financial report, the company acquired the Millers, Autograph, Crossroads, Rivers and Katies brands as a business combination. The audit of the accounting for this acquisition is a key audit matter due to the significant judgement and complexity involved in assessing the determination of the fair value of identifiable assets and liabilities and the final purchase price. Our audit procedures included, amongst others: • Reading the business sale agreement to understand the terms and conditions of the acquisition and evaluating management's application of the relevant accounting standards; • Comparing the assets and liabilities recognised on acquisition against the executed agreements and the historical financial information of the acquired brands; • Evaluating and challenging the assumptions made and methodology used in management's determination of the fair value assets and liabilities acquired, particularly with respect to the valuation of provisions acquired, and assessing events subsequent to acquisition; • Obtaining a copy of the external valuation report to critically assess the determination of the fair values of the brands and other identifiable intangible assets associated with the acquisition;
NONI B GROUP ANNUAL REPORT 2019 69
Key audit matter How the matter was addressed in our audit • Assessing the competency and objectivity of the external valuers and considering the valuation methodologies adopted and determined that we could use the external valuations to support the value allocated to brand names; and • Considering the adequacy of the business combination disclosures in light of the requirement of Australian Accounting Standards. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2019, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the 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 financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. 70
We put the customer at the heart of everything we do.
INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF NONI B LIMITED A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2019. In our opinion, the Remuneration Report of Noni B Limited, for the year ended 30 June 2019, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO East Coast Partnership Gillian Shea Partner Sydney, 27 August 2019
ADDITIONAL INFORMATION
In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere
disclosed in this Annual Report. The information provided is current as at 31 July 2019 (Reporting date).
CORPORATE GOVERNANCE STATEMENT
The Company’s Directors and management are committed to conducting the business of the Group’s business in an ethical
manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially
complies with the ASX Corporate Governance Principles and Recommendations (Third Edition) (Recommendations) to the
extent appropriate to the size and nature of the Group’s operations.
The Company has prepared a statement which sets out the corporate governance practices that were in operation
throughout the financial year for the Company, identifies any Recommendations that have not been followed, and provides
reasons for not following such Recommendations (Corporate Governance Statement).
In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on
the Company’s website (www.nonib.com.au), and will be lodged together with an Appendix 4G with ASX at the same time
that this Annual Report is lodged with ASX.
The Appendix 4G will particularise each Recommendation that needs to be reported against by the Company and will
provide shareholders with information as to where relevant governance disclosures can be found.
The Company’s corporate governance policies and charters are all available on its website www.nonib.com.au.
NUMBER OF HOLDERS
As at the Reporting Date, the number of holders in each class of equity securities:
Class of Equity Securities
Fully paid ordinary shares
Number of
holders
Number of
shares on issue
1,305
96,914,779
VOTING RIGHTS OR EQUITY SECURITIES
The only class of equity securities on issue in the Company are ordinary shares.
At a general meeting of the Company, every holder of ordinary shares present in person or by proxy, attorney or
representative has one vote on a show of hands and on a poll, one vote for each ordinary share held. On a poll, every
member (or his or her proxy, attorney or representative) is entitled to vote for each fully paid share held and in respect
of each partly paid share, is entitled to a fraction of a vote equivalent to the proportion which the amount paid up (not
credited) on that partly paid share bears to the total amounts paid and payable (excluding amounts credited) on that share.
Amounts paid in advance of a call are ignored when calculating the proportion.
DISTRIBUTION OF HOLDERS OF EQUITY SECURITIES
The distribution of holders of equity securities on issue in the Company as at the Reporting date is as follows:
Distribution of ordinary shareholdings
Holders
Total units
%
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total number of shares
340
496
214
211
44
154,940
1,402,138
1,599,169
5,783,292
87,975,240
1,305
96,914,779
0.16
1.45
1.65
5.97
90.77
100.00
LESS THAN MARKETABLE PARCELS OF ORDINARY SHARES (UMP SHARES)
The number of holders of less than a marketable parcel of ordinary shares based on the closing market price at the
Reporting date is as follows:
Total shares
96,914,779
UMP shares
UMP holders
% of issued
shares held by
UMP holders
6,376
86
0.006579
NONI B GROUP ANNUAL REPORT 2019 71
SUBSTANTIAL HOLDERS
As at the Reporting Date, the names of the substantial holders of the Company and the number of equity securities in which
those substantial holders and their associates have a relevant interest, as disclosed in substantial holding notices given to
the Company, are as follows:
Holder of Equity Securities
Alceon Group Pty Limited
LHC Capital Partners Pty Ltd
Wilson Asset Management
Number of Equity
Securities held
% of total issued
securities
34,821,570
13,006,194
6,887,138
36.15
13.42
7.09
TWENTY LARGEST SHAREHOLDERS
The Company only has one class of quoted securities, being ordinary shares. The names of the 20 largest holders of
ordinary shares, and the number of ordinary shares and percentage of capital held by each holder is as follows:
Holder Name
Alceon Group Pty Ltd
HSBC Custody Nominees (Australia) Limited
Alceon Group Pty Ltd
Alceon Group Pty Ltd
UBS Nominees Pty Ltd
HSBC Custody Nominees (Australia) Limited
National Nominees Limited
J P Morgan Nominees Australia Limited
Mr. Scott Graham Evans
Alceon Group Pty Ltd
BNP Paribas Nominees Pty Ltd
Vacuna Nominees Pty Ltd
Morphet Investments Pty Ltd
Mrs. Simone Robyn Evans
Aust Executor Trustees Ltd
Citicorp Nominees Pty Limited
Fitzroy Super Pty Ltd
AMP Life Limited
Mr. Luke Anthony Softa
BNP Paribas Nominees Pty Ltd
Total
Ordinary shares
Number held
% of total
shares issued
12,353,308
12,036,252
11,601,027
8,379,980
8,343,529
4,531,489
4,345,651
4,337,841
3,418,862
2,487,255
1,986,780
1,800,000
1,448,392
1,184,313
1,060,336
1,032,586
1,012,392
954,685
500,000
436,311
12.75
12.42
11.97
8.65
8.61
4.68
4.48
4.48
3.53
2.57
2.05
1.86
1.49
1.22
1.09
1.07
1.04
0.99
0.52
0.45
83,250,989
85.90
OTHER INFORMATION
On 23 November 2018, the Company announced that it closed the on-market share buyback which commenced on
2 December 2017 and initiated a new on-market share buyback up to the maximum aggregate amount of $10.0 million
during the period 11 December 2018 and 30 November 2019. During the period 16,466 shares were purchased on-market
under the share buyback.
275,000 shares were purchased on-market during the reporting period under or for the purposes of an employee incentive
scheme or to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an
employee incentive scheme.
There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act which have not
yet been completed.
72
We put the customer at the heart of everything we do.
ADDITIONAL INFORMATION
DIRECTORS
Richard Facioni
Scott Evans
David Wilshire
Sue Morphet
Jacqueline Frank (appointed 2 May 2019)
COMPANY SECRETARY
Luke Softa
AUDITOR
BDO East Coast Partnership (“BDO”)
1 Margaret Street
Sydney NSW 2000
BANKERS
ANZ
242 Pitt Street
Sydney NSW 2000
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of Noni B Limited will be
held at:
STOCK EXCHANGE LISTING
Noni B Limited shares are listed on the Australian Securities
Exchange
ASX Code:
NBL
WEBSITE
www.nonib.com.au
CORPORATE GOVERNANCE STATEMENT
www.nonib.com.au
Museum of Sydney
Cnr of Phillip Street and Bridge Street
Warrane Theatre
Sydney, NSW 2000
Date: Thursday 21st November 2019
REGISTERED OFFICE
Noni B Limited
Ground Floor, 61 Dunning Avenue
Rosebery NSW 2018
Telephone:
Facsimile:
(02) 8577 7777
(02) 8577 7887
ABN:
96 003 321 579
SHARE REGISTER
Computershare Registry Services Pty Limited
Level 5, 115 Grenfell Street
Adelaide SA 5000
Telephone:
1300 556 161
NONI B GROUP ANNUAL REPORT 2019 73
CORPORATE DIRECTORY