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1 Noni B Limited ABN Appendix 4D Results for announcement to the market and Interim Financial Report Half-year ended 31 December 2017 Lodged with the ASX under Listing Rule 4.2A

2 Appendix 4D Noni B Limited Results for Announcement to the Market 31 December 2017 NONI B LIMITED ABN: Results for announcement to the market (Comparative information is for the half-year ended 25 December 2016) Financial Results $ 000 Revenue from ordinary activities Increased 35.1% to 193,200 Profit from ordinary activities after tax attributable to the owners of Noni B Limited Profit for the half-year attributable to the owners of Noni B Limited Increased 379.5% to 11,796 Increased 379.5% to 11,796 Dividends Amount per security (cents) Franked amount per security (cents) Interim dividend Current year Prior year Nil Nil Final dividend Prior year On the 28 th February 2018, the Board of Directors declared an interim dividend of 9.0 cents per share with a record date of the 16 th March 2018 and payable to shareholders on the 29 th March No provision has been made in the Half-Year Financial Report in line with the requirements of AASB 137 Provisions, Contingent Liabilities and Contingent Assets. Net Tangible Assets (NTA) Dec 2017 Dec 2016 Net tangible asset backing per ordinary security (10.6) cents (19.0) cents Commentary on Results The commentary on the results for the half-year is contained in the interim financial report attached to this results announcement. Control gained over entities Not applicable Loss of control over entities Not applicable Details of associates and joint venture entities Not applicable Foreign entities Not applicable Audit qualification or review The financial statements were subject to a review by the auditors and the review report is attached as part of the interim report. Attachments Half-Year Financial Report Signed 28 th February 2018 Scott Evans Managing Director Sydney 2

3 Noni B Limited ABN Interim Financial Report The interim financial report does not include all the notes of the type normally included in the annual financial report. Accordingly, this report is to be read in conjunction with the 2017 annual report and any public announcements made by Noni B Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act

4 DIRECTORS' REPORT The directors present their report, together with the financial statements, on the Consolidated Entity consisting of Noni B Limited and the entities it controlled at the end of, or during, the halfyear ended 31 December Directors The following persons were directors of Noni B Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated: Richard Facioni Scott Evans David Wilshire Sue Morphet Chairman and Non-Executive Director Managing Director and Chief Executive Officer Non-Executive Director Non-Executive Director Principal activities The principal activities of the Consolidated Entity constituted by the Company and the entities it controlled during the half-year were the retailing of women s apparel and accessories. There were no significant changes in the nature of these activities during the half-year. Review of operations Noni B Limited (ASX:NBL) announces its financial results for the half-year ended 31 December 2017: Group total revenue increased by 35.1% to $193.2m Like-for-like sales growth of 3% Underlying EBITDA (as adjusted) increased by 54.5% to $22.1m (full year underlying EBITDA for FY2017 including 53 rd week ended at $22.9m) Underlying pre-tax profit increased by 68.5% to $17m ($10.1m for the prior year before transaction and restructuring costs relating to the acquisition of Pretty Girl Fashion Group) Statutory after-tax profit increased to $11.8m ($2.5m last year) Earnings per share increased by 267.5% to 14.7cents Group store network increased from 614 at the start of the period to 642 stores Interim dividend declared of 9.0 cents per share (100% franked) Results for the six months to ($000) ($000) % change Revenue 193, , % Profit before tax 17,034 4, % Profit after tax 11,796 2, % Earnings per share basic/diluted (cents) % Noni B Group closed the half with total cash-on-hand of $34.1m which was $6.3m higher than December Total bank debt for the 12 months ended December 2017 reduced by $8.5m to $21.5m with $3m made available (bank debt gross of capitalised transaction costs). The strong cash position is a reflection of the continued strategies and improvement in the group s working capital position. 4

5 DIRECTORS' REPORT 2018 Full Year Outlook The Noni B Group is pleased with the first half performance and is currently trading as planned since the start of the second half of FY18. The key focus and strategies that are important to the continued growth for the Group include: investment in the Omni channel with commitment to its growth strategy maintaining strong store network review and continued focus in reducing costs of doing business The Group is confident it is well-placed for the second half of the financial year, which includes some important trading periods including Mothers Day. Noni B notes however, that it typically generates a higher proportion of full-year sales and earnings in the first half. Significant changes in the state of affairs There were no significant changes in the state of affairs of the Group during the financial halfyear. Rounding of amounts The Company is a company of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to rounding-off. 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. Auditor s independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act On behalf of the directors Richard Facioni Chairman Scott Evans Managing Director Dated this 28 th February

6 Tel: Fax: Level 11, 1 Margaret St Sydney NSW 2000 Australia DECLARATION OF INDEPENDENCE BY JOHN BRESOLIN TO THE DIRECTORS OF NONI B LIMITED As lead auditor for the review of Noni B Limited for the half-year ended 31 December 2017, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and 2. No contraventions of any applicable code of professional conduct in relation to the review. This declaration is in respect of Noni B Limited and the entities it controlled during the period. John Bresolin Partner BDO East Coast Partnership Sydney, 28 February 2018 BDO East Coast Partnership ABN is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN , 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. 6

7 NONI B LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 31 December December 2016 Note $'000 $'000 Continuing Operations Revenue 3 190, ,537 Other income 3 2,603 2,443 Cost of goods sold (68,349) (50,914) Expenses (excluding finance costs) 4 (107,166) (86,968) Finance costs (651) (430) Profit before income tax 17,034 4,668 Income tax expense (5,238) (2,208) Profit attributed to members of the parent entity 11,796 2,460 Other comprehensive income, net of tax - - Total comprehensive income for the half-year attributed to members of the parent entity 11,796 2,460 Earnings per share Basic earnings per share (cents per share) Diluted earnings per share (cents per share) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 7

8 NONI B LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December December July 2017 ASSETS Note $'000 $'000 CURRENT ASSETS Cash and cash equivalents 34,063 28,167 Trade and other receivables 5,453 3,749 Inventories 35,376 29,243 Derivative financial instruments Other current assets TOTAL CURRENT ASSETS 75,454 61,722 NON-CURRENT ASSETS Property, plant and equipment 32,264 28,266 Intangible assets 7 75,930 75,547 Deferred tax assets 16,449 15,026 Other non-current assets TOTAL NON-CURRENT ASSETS 124, ,959 TOTAL ASSETS 200, ,681 LIABILITIES CURRENT LIABILITIES Trade and other payables 57,082 46,428 Loans and borrowings 6 2,729 2,729 Provisions 9,244 11,120 Derivative financial instruments ,774 Tax liabilities 6,698 3,842 Other current liabilities 5,845 4,794 TOTAL CURRENT LIABILITIES 81,963 70,687 NON-CURRENT LIABILITIES Loans and borrowings 6 18,319 19,683 Provisions 1,255 1,272 Deferred tax liabilities 11,933 11,206 Contingent consideration 8-3,173 Other non-current liabilities 14,780 12,232 TOTAL NON-CURRENT LIABILITIES 46,287 47,566 TOTAL LIABILITIES 128, ,253 NET ASSETS 71,952 62,428 EQUITY Issued capital 9 68,710 68,340 Reserves 14,146 4,992 Accumulated losses (10,904) (10,904) TOTAL EQUITY 71,952 62,428 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 8

9 NONI B LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Note Issued capital Retained earnings / (Accumulated Losses) Equity Reserve Dividend Profit Reserve Total $ 000 $ 000 $ 000 $ 000 $ 000 Balance at 26 June ,710 (10,904) 1,144-11,950 Profit after income tax for the half-year - 2, ,460 Other comprehensive income for the half-year net of tax Total comprehensive income for the half-year - 2, ,460 Transactions with owners in their capacity as owners: Share based payments Issue of share capital 46, ,630 Balance at 25 December ,340 (8,444) 1,426-61,322 Balance at 2 July ,340 (10,904) 1,739 3,253 62,428 Profit after income tax for the half-year - 11, ,796 Transfer to dividend profit reserve - (11,796) - 11,796 - Other comprehensive income for the half-year net of tax Total comprehensive income for the half-year ,796 11,796 Transactions with owners in their capacity as owners: Share based payments Issue of share capital Dividends paid or provided for 10, (3,201) (2,966) Balance at 31 December ,710 (10,904) 2,298 11,848 71,952 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 9

10 NONI B LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CASH FLOWS 31 December December 2016 Note $'000 $'000 Cash flows from operating activities Receipts from customers (inclusive of GST) 210, ,265 Payments to suppliers and employees (inclusive of GST) (184,168) (125,108) Transaction and restructuring costs paid - (5,432) Interest received Interest and other finance costs paid (576) (418) Income taxes paid (3,078) (22) Net cash provided by operating activities 22,943 22,302 Cash flows from investing activities Payment for the purchase of business, net of cash acquired - (65,529) Payment of contingent consideration on prior year acquisition 8 (3,000) - Payments for property, plant and equipment (9,087) (7,338) Payments for software assets (500) (215) Proceeds from the sale of property, plant and equipment 8 10 Net cash used in investing activities (12,579) (73,072) Cash flows from financing activities Proceeds from the issue of share capital - 36,467 Payment for buy-back of shares (2) - Proceeds from borrowings - 30,000 Repayment of borrowings (1,500) - Payment for borrowing costs - (814) Dividends paid (2,966) - Payments on finance lease and other liabilities - (33) Net cash (used in) / provided by financing activities (4,468) 65,620 Net increase in cash and cash equivalents 5,896 14,850 Cash and cash equivalents at the beginning of the half-year 28,167 12,919 Cash and cash equivalents at the end of the half-year 34,063 27,769 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 10

11 NOTES TO THE FINANCIAL STATEMENTS Note 1. Significant accounting policies Reporting Entity Noni B Limited is a company domiciled in Australia. The consolidated interim financial statements, as at and for the six months ended 31 December 2017, comprise the company and its subsidiaries (together referred to as the Consolidated Entity or Group ). The Consolidated Entity is primarily involved in the retailing of women s apparel and accessories. Basis of preparation These financial statements for the interim half-year reporting period ended 31 December 2017 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'. These interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 2 July 2017 and any public announcements made by the Group during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated. As at 31 December 2017 the Group has a net current liability position of $6.51m. Current liabilities include $5.85m in fitout contributions and lease incentives and $2.78m in employee benefit provisions which are not expected to be settled by cash in the next 12 months. Notwithstanding the above, the Directors believe it is appropriate to prepare the financial report on a going concern basis given the circumstances below: On a consolidated basis, the Group stores are in a profit making position which is contributing to the positive operating cash flows 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. The Group has access to a $5m facility for working capital needs should they require it. Management remain confident that based on the synergies, margin gains and operational efficiencies the Group will remain compliant with all financial covenants. 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. Comparatives When required by Accounting Standards, comparative figures have been adjusted to conform with changes in presentation for the current financial year. Currency The interim financial statements are presented in Australian currency. Registered office and principal place of business Ground Floor, 61 Dunning Avenue, Rosebery NSW 2018, Australia Note 2. Operating segments Management has determined the operating segments based on internal reports reviewed and used by the Chief Executive Officer ( CEO ) in assessing performance and in determining the allocation of resources. The Group operates wholly within one geographic region Australia and is organised into one operating segment (fashion retail). Whilst the Group sells across different brands it was determined, based on similarities, to aggregate these into one segment. The similarities include marketing (both in the processes and the target customer) as well as the production and distribution processes (standardised across the Group). The CEO assesses the performance of the operations based on a measure of underlying EBITDA (earnings before interest, tax, depreciation and amortisation adjusted for fair value revaluation of derivative financial instruments through profit or loss and restructuring costs). The accounting policies adopted for internal reporting to the CEO are consistent with those adopted in the financial statements. The information reported to the CEO is on at least a monthly basis, including weekly reporting on key metrics. 11

12 NOTES TO THE FINANCIAL STATEMENTS Note 2. Operating segments (continued) A reconciliation of operating profit before income tax to underlying EBITDA is provided as follows: Consolidated 31 December December 2016 $ 000 $ 000 Underlying EBITDA 22,108 14,306 Transaction and restructuring costs - (5,432) Net interest (474) (401) Other finance income / (expenses) 605 (269) Depreciation, amortisation and impairment expenses (5,205) (3,536) Profit before income tax 17,034 4,668 Note 3. Revenue Consolidated 31 December December 2016 $ 000 $ 000 Sales of goods 190, ,537 Other income Jewellery commission 2,238 2,058 Rendering of services Interest Profit on sale of non-current assets 9 10 Total other income 2,603 2,443 Total revenue 193, ,980 Note 4. Expenses excluding finance costs Consolidated 31 December December 2016 $ 000 $ 000 Marketing and selling expenses 52,811 38,028 Occupancy expenses 41,817 32,051 Administrative expenses 12,339 16,439 Other expenses Total expenses excluding finance costs 107,166 86,968 12

13 NOTES TO THE FINANCIAL STATEMENTS Note 5. Derivative financial instruments The Group measures financial instruments at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants at the measurement date. Fair value measurement is based on presumptions that the transaction to sell the asset or transfer the liability takes place in either the principal market for the asset or liability, or, in the absence of a principal market, the most advantageous market for the asset or liability which is accessible to the Group. 31 December 2017 Level 1 Level 2 Level 3 Total $ 000 $ 000 $ 000 $ 000 FINANCIAL ASSETS Interest swaps Total derivative financial instruments FINANCIAL LIABILITIES Forward exchange contracts Total derivative financial instruments July 2017 Level 1 Level 2 Level 3 Total $ 000 $ 000 $ 000 $ 000 FINANCIAL LIABILITIES Forward exchange contracts - 1,773-1,773 Interest swaps Total derivative financial instruments - 1,774-1,774 Fair value of financial assets and liabilities The Group uses various methods in estimating the fair value of financial assets and liabilities. These methods, based on the lowest level input that is significant to the fair value measurement as a whole comprise: Level 1 Level 2 Level 3 - Measurement based on quoted prices (unadjusted) in active markets - Measurement based on inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) - Measurement based on using inputs for the asset or liability that are not based on observable market data (unobservable inputs) There were no transfers between Level 1, Level 2 and Level 3 during the period. At the reporting date, the fair value of cash and cash equivalents, trade and other receivables and trade and other payables approximates their carrying values. In order to hedge its exposure to fluctuations in foreign exchange rates the Group enters into forward exchange contracts. The contracts are used to purchase US dollars and are measured based on observable spot exchange rates. 13

14 NOTES TO THE FINANCIAL STATEMENTS Note 6. Loans and borrowings Consolidated 31 December July 2017 $ 000 $ 000 CURRENT Bank loans 2,729 2,729 Total current loans and borrowings 2,729 2,729 NON-CURRENT Bank loans 18,319 19,683 Total non-current loans and borrowings 18,319 19,683 Total loans and borrowings 21,048 22,412 Loans and borrowings are recognised at the fair value of the consideration received less directly attributable transaction costs at initial recognition and are subsequently measured at amortised cost. Fees paid on the establishment of loan facilities are amortised over the term of the facility. At 31 December 2017, the Group had outstanding borrowings of $21.5m (2 July 2017: $23m) with $3m made available (bank debt gross of capitalised transaction costs) Note 7. Intangible assets Consolidated 31 December 2017 Goodwill Brand names Software Total $ 000 $ 000 $ 000 $ 000 Opening balances Opening net carrying value 2 July ,625 36, ,547 Additions Amortisation expense - - (117) (117) Closing net carrying value 38,625 36,300 1,005 75,930 Historical cost Cost 38,625 36,300 1,298 76,223 Accumulated amortisation - - (293) (293) Net carrying value 38,625 36,300 1,005 75,930 Note 8. Contingent consideration As part of the purchase of the Pretty Girl Fashion Group from Consolidated Press Holdings Pty Ltd in FY2017, it was agreed that the seller will be entitled to deferred payments which are dependent on sales measures in the 2017 and 2018 financial year. Based on key measures and trading for the first-half of FY2018, an early settlement was agreed between the buyer and seller whereby $3.0m would be paid prior to 31 December This caused a $173,524 variation which was recognised as income against other expenses in the Consolidated Statement of Profit or Loss and other Comprehensive Income for the halfyear ended 31 December

15 NOTES TO THE FINANCIAL STATEMENTS Note 9. Issued capital Consolidated 31 December July 2017 $ 000 $ 000 Fully paid ordinary shares Balance at the beginning of the financial year 68,340 21,710 Issue of shares ,341 Less transaction costs in relation to capital raising - (1,711) Ordinary shares 68,710 68,340 Fully paid ordinary shares No. No. Balance at the beginning of the financial period 80,033,300 39,081,040 Issue of shares during the period (i) 528,960 40,952,260 Share buy-back (ii) (276,000) - Balance at the end of the financial period 80,286,260 80,033,300 (i) a total of 528,960 shares were issued in relation to Performance (300,000) and Bonus (228,960) shares (ii) 275,000 shares were issued to Senior Management however they were cancelled by the Company during the year. A further 1,000 shares were bought and cancelled by the Company as part of the share buy-back Note 10. Equity reserve The equity reserve is used to record the value of the share based payments provided to employees. In October 2017, Noni B paid a fully-franked dividend of 4.0 cents. 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 the shares. The dividend amount which was applied to the Plan Shares in the first half-year ended 31 December 2017 was $235,169 and this amount was not paid in cash. Note 11. Dividends paid Cents per Total amount share $ 000 Final 2017 ordinary (100% franked at 30% tax rate) 4.0 3,201 Note 12. Earnings per share Consolidated 31 December December 2016 $ 000 $ 000 Earnings per share for profit Profit after income tax 11,796 2,460 Profit after income tax attributable to the owners of Noni B Limited 11,796 2,460 Number Number Weighted average number of ordinary shares used in calculating - basic earnings per share 80,072 61,291 - diluted earnings per share 80,072 61,291 Basic earnings per share (cents per share) Diluted earnings per share (cents per share)

16 NOTES TO THE FINANCIAL STATEMENTS Note 13. Contingent liabilities The Group is not aware of any contingent assets and liabilities at reporting date. Contingent assets and contingent liabilities have not materially changed since 2 July Note 14. Events subsequent to reporting date There were no matters or circumstances specific to Noni B that have arisen since 31 December 2017 that have significantly affected or may significantly affect: The Groups operations in future financial years; The results of those operations in future financial years; or The Groups state of affairs in future financial years. 16

17 DIRECTORS' DECLARATION a) The financial statements and notes set out on pages 7 to 16 are in accordance with the Corporations Act 2001 and: i) comply with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and ii) give a true and fair view of the consolidated entity s financial position as at 31 December 2017 and of its performance for the half-year ended on that date. b) In the directors opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by: Scott Evans Managing Director Declaration made 28 th February

18 Tel: Fax: Level 11, 1 Margaret St Sydney NSW 2000 Australia INDEPENDENT AUDITOR S REVIEW REPORT To the members of Noni B Limited Report on the Half-Year Financial Report Conclusion We have reviewed the half-year financial report of Noni B Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year then ended, and notes comprising a statement of accounting policies and other explanatory information, and the directors declaration. Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the Group is not in accordance with the Corporations Act 2001 including: (i) Giving a true and fair view of the Group s financial position as at 31 December 2017 and of its financial performance for the half-year ended on that date; and (ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations Directors responsibility for the Half-Year Financial Report The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group s financial position as at 31 December 2017 and its financial performance for the half-year ended on that date and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations As the auditor of the Group, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards BDO East Coast Partnership ABN is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN , 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. 18

19 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Independence In conducting our review, we have complied with the independence requirements of the Corporations Act We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Group, would be in the same terms if given to the directors as at the time of this auditor s review report. BDO East Coast Partnership John Bresolin Partner Sydney, 28 February