KMD Brands Limited/Announcement
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Kathmandu Annual Report 2017

Annual Report18 October 2017KMDConsumer Discretionary

kathmandu.com.au
kathmandu.co.nz

kathmandu.co.uk

kathmanduoutdoor.com

Annual

Report 2017

OUR
STORY

We were born in New Zealand

— a breathtaking country where

isolation breeds innovation and

the hunger to explore.

For 30 years we have designed gear

to endure the rugged landscapes of

our homeland, and to outfit the

adventurous spirit of our people.

With Kiwi ingenuity, and an open

mind, we continuously adapt our

gear to endure different weather

conditions, diverse terrain and the

ever-changing needs of travellers.

We act with people and the planet in

mind — from the creative minds of

our designers to the careful hands of

our suppliers, to backs of our

customers all around the world.

We believe that adventure begins

when you pack your bag.

We are Kathmandu.

Original.

Sustainable.

Engineered.

Adaptive.

These four principles are the

foundation of every piece that

carries the Kathmandu logo.

They’re the basis of the questions

we ask ourselves throughout the

design and manufacturing process.

FINANCIAL
HIGHLIGHTS

445.3m

7. 5 %1.726m

Online % of total salesSummit club members

15.9% online sales growth 127,000 active members

5 7. 0m38.0m

EBIT $

5.5%

Sales $

6.9m13cps

Same store sales growth

Net debt $

4.6%, 5.8% at constant currency

Dividend

29.9M reduction, record low debt 18.2%

AU 6.9% NZ 3.6%

Net profit after tax $

12.0% 13.5%

2KATHMANDU ANNUAL REPORT 2017

Launched international wholesale
and responsive website

4

Four quarters

of continued

same store

sales growth

Implemented

automated

distribution centre

in Australia

new stores

opened in

Australia

Record low

net debt

Record full

year dividend

3KATHMANDU ANNUAL REPORT 2017INTRODUCTION

CONTENTS
NOTICE OF ANNUAL MEETING 2017

11.00 am Friday

24 November 2017

Collins Square

727 Collins Street

Melbourne

Australia

Chairman and CEO’s Letter

Result and Financial Performance

Substainability Highlights

The Board

Management Team

Directors' Report

Corporate Governance

Financial Statements

Statutory Information

Directory

5

7

10

12

13

14

24

29

73

78

4KATHMANDU ANNUAL REPORT 2017

CHAIRMAN
AND CEO’S

LETTER

DAVID KIRK

CHAIRMAN

XAVIER SIMONET

MANAGING DIRECTOR AND

CHIEF EXECUTIVE OFFICER

2017 was a successful year where

we again improved our financial

performance in a challenging and

competitive retail environment.

We were pleased to achieve strong

same store sales growth driven

by innovative new products and

inspiring digital content. In addition

to top line growth, continued

cost control and working capital

efficiency resulted in very solid

profit growth. Our financial position

strengthened further during FY2017,

and we ended the year with lower

inventory and record low net debt.

We commenced new international

wholesale relationships, and while

we are still early into our wholesale

journey, we are committed to

developing new international

channels for the Kathmandu brand.

Growth Strategies

and Investments

Kathmandu’s strategy can

be divided in to two streams.

Continuous improvement in our

core Australasian market, and

international growth initiatives to

grow in new markets and channels.

Continuous improvement (Australasia):

• Elevate brand distinctiveness

through product design and

innovation, with a focus on our

expertise in adventure travel;

• Inspire our customers and

engage with our Summit Club

members with a focus on social

media and digital channels;

• Refine the structure of promotions

to leverage foot traffic in key

trading periods, increase basket

size, and maximise gross profit;

• Provide a channel agnostic

offer, with one range available

to all customers wherever

they choose to purchase;

• Continue to improve cost efficiency,

through infrastructure investments,

automation and leveraging

advertising content across social

and digital media channels;

• Invest in new stores where return

on investment is justified;

• Invest in existing stores to

refine visual merchandising,

product presentation, optimise

allocation and improve the

customer experience to deliver

same store sales growth.

International growth strategies:

• Leverage our brand equity and

online platform to expand

internationally using a capital light

model across a variety of business

models appropriate for the market;

• Evaluate opportunities to offer

our products on international

marketplace sites where

strategically relevant;

5KATHMANDU ANNUAL REPORT 2017CHAIRMAN AND CEO'S LETTER

• Further investment in our online
platform will be made to further

improve usability and functionality.

Sustainability

As a key value of Kathmandu,

sustainability is an integral part of

our business. Our goal is Australasian

industry leadership in sustainability.

Key achievements during the

year include the launch of our 5

Green Star distribution centre in

Melbourne, partnering with Bluesign

to eliminate harmful chemicals

in our supply chain and winning

the Banksia “Large Business

Sustainability Leadership” award.

Full details of our progress can be

found in our 2017 Sustainability

Report, released in conjunction

with our Annual Report and

prepared in accordance with the

Global Reporting Initiative (GRI).

People

Directors Christine Cross and John

Holland retired from the Board in

October. Christine has brought deep

retail experience and understanding to

the Board, while John’s understanding

of the business, combined with his

legal and commercial judgement will

be sorely missed by the Board. We

thank Christine and John very much

for their service and wish them all

the best in their other endeavours.

Two new directors joining the

Board are Philip Bowman and Brent

Scrimshaw who were appointed

after an extensive international

search. We are delighted that Philip

and Brent have agreed to join the

Board. They both bring absolutely

first class understanding of retail,

brand development and international

markets. They are a great fit for the

next stage of Kathmandu's journey.

"As a key value

of Kathmandu,

sustainability is

an integral part

of our business".

David Kirk

Chairman

Xavier Simonet

Managing Director and

Chief Executive Officer

Dividend

The Director’s have declared a final

dividend of 9 cents per share, which

with the 4 cents interim dividend

makes a total payout of 13 cents per

share, and increase of 2 cents per

share compared to last year. The

final dividend will be fully imputed for

New Zealand shareholders and fully

franked for Australian shareholders.

Outlook

As a product and brand led business,

we are focused on engaging our

customers by creating distinctive,

sustainable, quality products and by

promoting our brand authenticity.

In the year ahead, we will strive

to grow in our core markets.

Maintaining gross margin, and

delivering operating efficiency

remain a key management focus.

As we look forward, we are excited

about the wholesale trials we

are conducting in Europe, and

remain committed to developing

new international channels for

the Kathmandu brand.

6KATHMANDU ANNUAL REPORT 2017

RESULT AND
FINANCIAL PERFORMANCE

KEY PERFORMANCE INDICATORS20172016

162164Store count

26.1%

$

1.80

$

2.27Share Price

7.9%

1.599m

1.726mSummit club members

0.5%1,8951,90 4Employees

18.1%11.0cps13.0cpsDividend

13.9%16.6cps18.9cpsEarnings per share

NPAT 13.5%

$

33.5m

$

38.0m

EBIT

EBIT margin

12.0%

$

50.9m

12.0%

$

5 7. 0m

12.8%

EBITDA

EBITDA margin

9.4%

$

64.8m

15.2%

$

70.8m

15.9%

Operating expenses

Operating expenses % of sales

1.8%

$

201.6m

47.4%

$

205.4m

46.1%

Gross profit

Gross margin

3.7%

$

266.4m

62.6%

$

276.2m

62.0%

Sales

Same store sales growth

4.6%

$

425.6m

4.4%

$

445.3m

5.5%

(81.3)%

$

36.8m

$

6.9mNet Debt

7KATHMANDU ANNUAL REPORT 2017RESULTS

"Our financial
position continued

to strengthen during

FY2017, and we ended

the year with lower

inventory and record

low net debt".

For FY2017 we were pleased to achieve

strong same store sales growth driven

by innovative new products and

inspiring digital content. In addition

to top line growth, continued cost

control and working capital efficiency

delivered very solid profit growth.

Our financial position continued

to strengthen during FY2017, and

we ended the year with lower

inventory and record low net debt.

Group sales of $445.3m increased

by 4.6% overall, with an increase in

same store sales of 5.5% measured at

constant exchange rates. By country

the change in same store sales was:

• Australia +6.9%

• New Zealand +3.6%

Gross profit increased by $9.8m

(3.7%), however gross margin

(62.0%) was 60bps lower than last

year. This sits in the middle of our

long-term target range 61% to 63%.

Sourcing negotiations, product

newness, price action and improved

stock control all helped to offset

the gross margin challenges caused

by higher input costs as a result of

foreign currency. By country the

change in gross margins were:

• Australia +002bps

• New Zealand -220bps

Our foreign currency forward hedging

policy is on a 12 month basis with

prescribed levels of maximum

hedging beyond 6 months.

Operating Expenses excluding

depreciation, amortisation and

financing costs increased by $3.8m

(1.9%), however as a percentage of

sales decreased from 47.4% to 46.1%.

Efficiencies were achieved through

optimising retail labour, targeting

advertising expenditure towards

promotional periods and increasing

spending mix towards more effective

digital channels. Support office costs

also benefited from the full year impact

of the structural review completed

during FY2016. Rental costs increased

as a percentage of sales due to the full

year impact of the new support office

in Christchurch and a new distribution

centre in Melbourne. Operating cost

efficiency remains a key area of focus

in FY2018, with our aim to further drive

operating leverage within the business.

Capital expenditure decreased by

$9.9m (43%) compared to FY2016.

This is mainly due to physical

infrastructure investments made in

our partly automated warehousing

facility in Melbourne and a new

support office (Christchurch) in the

prior year. The investment made in

“bricks and mortar” retail, (new stores,

relocations and refurbishments),

increased by $1.5m (19%). Technology

investments decreased by $0.4m

(19%) as investments were focussed

on online enhancements, including

responsive website design and

product lifecycle management.

Depreciation and amortisation

expense decreased by $0.1m (0.7%),

as the impact of capital expenditure

was offset by existing assets

being fully depreciated. Capital

expenditure in FY2018 will be higher

than FY2017, as investments will be

made in existing retails sites timed

with reference to lease renewals,

new stores, and increasing systems

spend as investments are made

in omni-channel infrastructure.

Finance costs reduced as a

result of lower average debt levels

throughout the year, and a decline

in effective interest rates.

Inventory levels decreased by $6.2m

(6.5%), and by 7.6% on a per store

basis (constant exchange rates)

as we continue focus on improving

stock turnover. Ongoing benefits

were realised from investments in

demand planning software which

has enabled more accurate buying

to reflect store range differences.

Taxation The effective tax rate

increased to c.31% from c.29%. This

increase is due to higher non-deductible

expenditure relating to legal fees and

long term incentive performance rights.

8KATHMANDU ANNUAL REPORT 2017

9KATHMANDU ANNUAL REPORT 2017RESULTS
"Sales growth was driven by innovative new

products and inspiring digital content".

B+ in the Ethical
Fashion Guide

supporting

worker’s rights

Partnered with

bluesign

®

to

eliminate harmful

chemicals

OUR TOP 10

SUSTAINABILITY

HIGHLIGHTS

Won the Banksia ‘Large

Business Sustainability

Leadership’ award and

two APC awards

Increased sustainable

cotton from 59% to 74%

74

%

Recycled 3.9 million

plastic bottles

3.9

M

10KATHMANDU ANNUAL REPORT 2017

8.5 million bottles of water saved
8.5

M

899kg of clothes donated

to Red Cross shops

899

kg

Launched our 5 Green Star

AU Distribution Centre

5

Ranked #2 in the outdoor

and sports category 2017

Textile Exchange Preferred

Fibres and Materials report

Increased recycling rate

from 69% to 72%. 106 stores

now recycling polybags

11KATHMANDU ANNUAL REPORT 2017SUSTAINABILITY HIGHLIGHTS

1 DAVID KIRK CHAIRMAN
Mr Kirk is the Chairman of Trade Me Group Ltd, the co-

founder and Managing Partner of Bailador Investment

Management, and sits on the Board of Bailador portfolio

companies. Mr Kirk’s Executive Management career has

seen him hold Chief Executive Officer roles at Fairfax Media

and PMP Limited and the Regional President (Australasia)

for Norske Skog.

2 XAVIER SIMONET

MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

Joined Kathmandu in July 2015 with over 20 years

international experience in building brands and

developing successful retail businesses in fashion,

apparel, accessories and related products.

Prior roles include CEO of Radley (London), VP & GM

International of DB Apparel, 11 years at LVMH (primarily

Asia-Pacific) and International Director of Seafolly.

3 PHILIP BOWMAN (appointed 2 October 2017)

NON-EXECUTIVE DIRECTOR

Mr Bowman has extensive experience in retail including

roles as CFO of Bass, CEO of Bass Taverns, Executive

Chairman of Liberty PLC, CEO of Allied Domecq, Chairman

of Coral Eurobet, CEO of Scottish Power and CEO of Smiths

Group. He has held office as an independent director of

BSkyB, Scottish & Newcastle and Berry Bros. & Rudd. He

currently sits on the boards of Burberry Group, Ferrovial

SA, and is Chairman of Majid al Futtaim Properties and

housebuilder The Miller Homes Group (UK).

4 JOHN HARVEY NON-EXECUTIVE DIRECTOR

Mr Harvey is a professional director with a background in

accounting and professional services, including 23 years

as a partner of PricewaterhouseCoopers where he held a

number of leadership and governance roles. Mr Harvey has

extensive experience in financial reporting, governance,

information systems and processes, business evaluation,

acquisition, merger and takeover reviews.

1

5

2

786

4

3

5 SANDRA MCPHEE NON-EXECUTIVE DIRECTOR

Ms McPhee is an experienced executive and non-executive

Director in consumer facing sectors including aviation,

retail, energy and media. She held a range of senior

international executive roles in the aviation industry, most

recently with Qantas Airways Limited.

6 BRENT SCRIMSHAW (appointed 2 October 2017)

NON-EXECUTIVE DIRECTOR

Mr Scrimshaw has had an 18-year career with Nike Inc

across Marketing, Commerce and General Management.

He led marketing across Nike Pacific, was the Regional GM

for Nike North America, was the Chief Marketing officer

for Nike EMEA, and also served as Vice President and Chief

Executive of Nike Western Europe. He is currently the CEO

and Co-Founder of Unscriptd.com and is a Non-Executive

Director of ASX listed Rhinomed (RNO) and Catapult

International Limited (CAT).

7 CHRISTINE CROSS (retired 2 October 2017)

NON-EXECUTIVE DIRECTOR

Ms Cross has extensive experience in international

retail and consumer goods including 14 years as a

Director on the operating board of Tesco Plc. Ms

Cross currently runs a retail advisory consultancy

focusing on international best practice in customer

led business planning and value chain management.

8 JOHN HOLLAND (retired 2 October 2017)

NON-EXECUTIVE DIRECTOR

Mr Holland is a consultant in the national New Zealand

law firm Chapman Tripp, and was a partner for 19 years,

specialising in general corporate and commercial law.

Mr Holland’s securities law experience includes acting

on initial public offerings, advising on employee share

schemes and in the private equity area.

12KATHMANDU ANNUAL REPORT 2017

THE BOARD

13KATHMANDU ANNUAL REPORT 2017OUR TEAM
MANAGEMENT TEAM

1 XAVIER SIMONET

MANAGING DIRECTOR AND

CHIEF EXECUTIVE OFFICER

2 REUBEN CASEY

CHIEF OPERATING AND FINANCIAL

OFFICER, AND COMPANY SECRETARY

3 PAUL STERN

GENERAL MANAGER, MARKETING,

ONLINE AND INTERNATIONAL

4 BEN RYAN

GENERAL MANAGER,

PRODUCT

5 REBECCA EDWARDS

GENERAL MANAGER,

HUMAN RESOURCES

6 STEPHEN DOMANCIE

GENERAL MANAGER,

RETAIL STORES AND OPERATIONS

7 CALEB NICOLSON

GENERAL MANAGER,

SUPPLY CHAIN

8 JOLANN VAN DYK

CHIEF INFORMATION OFFICER

21

34

56

78

DIRECTORS'
REPORT

YOUR DIRECTORS PRESENT THEIR REPORT AND THE FINANCIAL

STATEMENTS FOR THE YEAR ENDED 31 JULY 2017.

Directors

The following persons were Directors

of Kathmandu Holdings Limited during

the financial year (unless stated).

DAVID KIRK

Was re-appointed as a non-Executive

Director, Chairman, Member of

the Audit and Risk Committee,

and Member of the Remuneration

Committee on 18 November 2016.

He continues in these offices

at the date of this report.

XAVIER SIMONET

Was appointed as Managing Director

and Chief Executive Officer on 29

June 2015 and continues in these

offices at the date of this report.

JOHN HARVEY

Was re-appointed as a non-Executive

Director, Chair of the Audit and

Risk Committee, and Member of

the Remuneration Committee on 21

November 2014.He continues in these

offices at the date of this report.

JOHN HOLLAND

Was re-appointed as a non-

Executive Director, and Member

of the Remuneration Committee,

Member of the Remuneration and

Nomination Committee on 20

November 2015, and retired as a

Director effective 2 October 2017.

SANDRA MCPHEE

Was re-appointed as a non-Executive

Director, Member of the Audit and

Risk Committee, and Chair of the

Remuneration Committee on 18

November 2016, and continues in these

offices at the date of this report.

CHRISTINE CROSS

Was re-appointed as a non-

Executive Director, Member of the

Remuneration Committee, Member

of the Audit and Risk Committee on

20 November 2015, and retired as a

Director effective 2 October 2017.

PHILIP BOWMAN

Was appointed as a non-Executive

Director, Member of the Remuneration

Committee, Member of the Audit

and Risk Committee on 2 October

2017 and continues in these offices

at the date of this report.

BRENT SCRIMSHAW

Was appointed as a non-Executive

Director, Member of the Remuneration

Committee, Member of the Audit

and Risk Committee on 2 October

2017 and continues in these offices

at the date of this report.

Details of the experience and expertise

of the Directors are outlined on

page 12 of this annual report.

Retirement of Directors

In accordance with the Company’s

constitution, John Harvey, Philip

Bowman and Brent Scrimshaw will

retire as Directors at the annual

general meeting and being eligible,

offer themselves for re-election.

Board Tenure

The average tenure for non-executive

Directors as at 31 July 2017 is 6 years 4

months, with the following tenure mix:


3 - 5 Years


6 - 8 Years

40%

%

60%

Meeting of Directors

The number of meetings of the

Board of Directors and Committees

held during the year ended 31 July

2017 and the numbers of meetings

attended by each Director were:

DIRECTOR

MEETINGS

AUDIT AND RISK

COMMITTEE

MEETINGS

REMUNERATION

COMMITTEE

MEETINGS

DirectorABABAB

David Kirk884455

Xavier Simonet88XXXXXXXX

John Harvey 884455

John Holland884455

Sandra McPhee884455

Christine Cross684455

A – Number of meetings attended

B – Number of meetings held during the time the Director held office during the year

XX - Not a member of relevant Committee

14KATHMANDU ANNUAL REPORT 2017

0%20%40%60%80%100%
Executive Leadership

International Business

Capital Projects, Mergers and Acquisitions

Retail and Consumer Experience

Remuneration

Governance

Strategy

Financial Acumen

Marketing and Product Development

Technology and Data

Executive Leadership: Experienced

and successful leadership at a senior

executive level of large organisations.

International Business Development:

Experienced in multi-national, complex

environments, including multi-

channel business development.

Capital Projects, Mergers and

Acquisitions: Experience in

evaluating and implementing

projects involving large-scale

financial commitments, investment

horizons and major transactions.

Retail and Consumer Experience:

Experienced in retail and consumer

sectors, understanding multi-channel

retailing and brand development.

Remuneration: Experience in

remuneration design to drive

business success.

Governance: Knowledge and

experience of high standards of

corporate governance, including ASX/

NZX Listing Rules and practices.

Strategy: Expertise in the development

and implementation of strategic

plans and risk management to

deliver investor returns over time.

Financial acumen: Expertise in

understanding financial accounting

Board Skills Matrix

The Board benefits from the

combination of the different skills,

experiences and expertise that

Directors bring to the Board and the

insights that result from this diversity.

The following chart summarises

the skills, attributes and experience

of the Company’s Directors.

Percentages are determined as

at the date of this report.

and reporting, corporate finance and

internal financial controls, including

an ability to probe the adequacies

of financial and risk controls.

Marketing and product

development: Expertise and

senior executive experience

in marketing and new media

marketing metrics and tools.

Technology and data: Expertise

and experience in the adoption of

new technology and use of data

analytics in a consumer environment.

15KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

Principal Activities
The Group’s principal activity in

the course of the financial year

was the design, marketing and

retailing of clothing and equipment

for outdoor, travel and adventure.

It operates through wholly owned

subsidiaries in New Zealand,

Australia and the United Kingdom.

Matters Subsequent to the

End of the Financial Year

No matters or circumstances have

arisen since the end of the financial

year which significantly affect or may

significantly affect the operations

of the consolidated entity, the

results of those operations, or the

state of affairs of the consolidated

entity in future financial years.

Likely Developments

and Expected Results

of Operations

Likely developments in the operations

of the consolidated entity and the

expected results of those operations

in future financial years are contained

on pages 5 to 6 of this annual report.

Environmental Regulation

The consolidated entity's operations

are not regulated by any significant

environmental regulation under

a law of the Commonwealth

or of a State or Territory of

Australia, or of New Zealand.

Dividends

Since the end of the financial year the

Directors have declared the payment

of a final ordinary dividend of NZ 9.0

cents per share. Dividends will carry

full New Zealand imputation credits

and full Australian franking credits.

The dividend will be paid

on 24 November 2017.

The Company does not currently

have a dividend re-investment plan.

Insurance of Officers

The Company has entered into deeds

of indemnity, insurance and access

with each Director which confirms

each person’s right of access to

certain books and records of the

Company for a period of seven years

after the Director ceases to hold

office. This seven year period can be

extended where certain proceedings

or investigations commence before

the seven years expires. The deed

also requires the Company to provide

an indemnity for liability incurred as

an officer of the Company, to the

maximum extent permitted by law.

Indemnification: Pursuant to the

Constitution, the Company is

permitted to indemnify all Directors

and employees, past and present

against all liabilities allowed under

law. The Company has entered into

an agreement with each Director to

indemnify those parties against all

liabilities to another person that may

arise from their position as Director

or other officer of the Company or

its controlled entities to the extent

permitted by law. The deed stipulates

that the Company will meet the full

amount of any such liabilities, including

reasonable legal costs and expenses.

Insurance: Pursuant to the Constitution,

the Company may arrange and

maintain Directors’ and officers’

insurance during each Director’s period

of office, and for a period of seven

years after a Director ceases to hold

office. This seven year period can be

extended where certain proceedings

or investigations commence

before the seven years expires.

Remuneration Report

1. SUMMARY

Kathmandu’s financial results

for FY2017 reflect a continuation

of a return to sustainable long-

term profitable growth.

Earnings before interest and tax

(EBIT) was $57.0m an increase of

12.0% and Net Profit after Tax was

$38.0m, a 13.5% increase over FY2016.

FY2017 remuneration

• Executive base salaries

increased 1.5% for New Zealand

based executives and 2% for

Australian based executives.

• Short term incentives (cash) were

paid to all eligible Executives

(including the CEO) for

exceeding the Group financial

performance target (EBIT).

• Short term incentives (equity)

were earned by all eligible

Executives (excluding the CEO)

and will vest subject to the

Executives remaining employed

by the Group as at 31 July 2018.

• Non-Executive Directors fees

remained unchanged for the

third consecutive year.

2. KEY MANAGEMENT

PERSONNEL

The following Executives are identified

as key management personnel with

the authority and responsibility along

with the Directors for planning,

directing and controlling the

activities of the Group, directly or

indirectly, during the financial year:

Currently Employed:

Xavier Simonet

– Chief Executive Officer

Reuben Casey

– Chief Operating and Financial

Officer, and Company Secretary

16KATHMANDU ANNUAL REPORT 2017

OTHER MANAGEMENT TEAM
(EXECUTIVE) MEMBERS:

Currently Employed:

Ben Ryan

– General Manager, Product,

from 1 March 2016

Rebecca Edwards

– General Manager, Human Resources

Stephen Domancie

– General Manager, Retail Stores

& Operations, from 20 July 2016

Caleb Nicolson

– General Manager, Supply Chain

Paul Stern

– General Manager, Marketing,

Online & International

Jolann van Dyk

– Chief Information Officer

The Group employed all of the

above Executives for the full

years ended 31 July 2017 and

2016, unless otherwise stated.

Mark Handy has been subsequently

appointed General Manager,

Merchandising effective from

4 September 2017.

Throughout their period of

employment, Reuben Casey, Caleb

Nicolson, Jolann Van Dyk, Rebecca

Edwards and Ben Ryan were employees

of Kathmandu Limited (New Zealand)

and Xavier Simonet, Paul Stern, and

Stephen Domancie were employees of

Kathmandu Pty Limited (Australian).

3. PRINCIPLES USED TO

DETERMINE THE NATURE AND

AMOUNT OF REMUNERATION

The Company’s Remuneration and

Nomination Committee of the Board,

currently comprising all independent

non-Executive Directors, determines

the quantum and structure of Directors

and Executive remuneration. The

composition, role and responsibility

of the Committee is outlined in the

Corporate Governance Statement

on page 24 of this annual report. The

Committee adopts a series of principles

in determining remuneration related

decisions. The principles used are:

• The remuneration structure

should reward those employees

who have the ability to influence

the achievement of the Group’s

strategic objectives and business

plans to enhance shareholder

value for successful Group

performance outcomes and

their contribution to these;

• Executive remuneration should

be market competitive, and

generally account for market

practice including consideration

of employee place of domicile;

• Executives’ remuneration

package should have:

– a substantial portion of their

total remuneration that is “at

risk” and aligned with reward

for creating shareholder value;

– an appropriate balance

between short and long-

term performance focus

and outcomes;

– a mix of cash and equity

based remuneration.

• The CEO because of his leadership

role in establishing and delivering

achievement of medium and

long term Group strategic

objectives and business plans,

and increasing shareholder value

over that period should, relative

to other Executives have:

– a greater proportion of total

remuneration (at least 50%)

that is “at risk”, i.e. contingent

upon the achievement of

performance hurdles; and

– a greater proportion of “at

risk” remuneration weighted

towards equity based

rewards rather than cash.

• Non-Executive Directors’

remuneration should enable the

Company to attract and retain

high quality Directors with the

relevant experience. In order

to maintain independence and

impartiality, non-Executive

Directors should not receive

performance based remuneration;

• The Board uses discretion

when setting remuneration

levels, taking into account

interests of shareholders, the

current market environment

and Group performance.

4. REMUNERATION FRAMEWORK

The Board, through the Committee

undertakes its governance role in

establishing Executive remuneration

including, where required,

use of external independent

remuneration consultants and/

or available market information.

The Executive remuneration

structure has three components:

a) Base salary and benefits;

b) Short term incentives determined

on the basis of achievement of

specific targets and outcomes

relating to annual Group financial

performance and individual value

adding performance objectives.

The available incentive reward is

split between cash and equity.

c) Long term incentives via

participation in the Company’s

Long Term Incentive plan.

a) Base salary and benefits

Base salary for Executives is

reviewed annually to assess

appropriateness to the position and

competitiveness with the market.

17KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

b) Short term incentives (STI)
Executives are eligible to participate

in an annual STI that delivers rewards

by way of cash and/or deferred equity.

Group Earnings before interest and

tax (EBIT), has been determined as

the appropriate financial performance

target to trigger payment of STI.

The amount of any STI paid in

a year is dependent upon:

a. the level of performance

achieved against the Group’s

financial performance target

(EBIT) for the year; and

b. the outcome of individual

value adding performance,

measured by achievement of

individual KPI’s, subject to a

minimum level of performance

SHORT TERM INCENTIVE WEIGHTING:CEOEXECUTIVES

CASHEQUITYCASHEQUITY

Group financial performance target70%-29%46%

Individual KPI achievement30%-25%-

Total100%-54%46%

The weighting of STI between Group financial performance, individual KPI’s,

cash and deferred equity is:

achieved by the Group relative

to the financial performance

target (EBIT) for the year.

For Executives where a short term

equity incentive is earned, vesting is

subject to ongoing employment by

the Group for a period of one year

following the end of the financial year

in which the incentive is earned.

c) Long Term Incentive Plan (LTI)

Shareholders reapproved the current

LTI at the Company’s 2016 Annual

General Meeting based on the granting

of nil cost performance rights. Rights

have been offered each year since the

plan was originally approved in 2010.

The plan is intended to focus

performance on achievement of key

long term performance metrics. The

selected performance measures provide

an appropriate balance between

relative and absolute Company

performance. The Board continues to

reassess the plan and its structure to

ensure it will best support and facilitate

the growth in shareholder value over

the long term relative to current

business plans and strategies. Any

grants made to Executive Directors are

subject to shareholder approval.

Rights granted are dependent upon the

Company achieving Earnings per Share

(EPS) and/or relative TSR targets over

specified performance periods, with the

value of rights allocated between EPS

and relative TSR determined each year.

EPS is measured on a compound annual

growth basis and TSR is measured on

a relative basis against a comparator

group of ASX listed companies (other

than metal and mining stocks) ranked

101 to 200 in the S&P/ASX200 as at the

date of the grant.

18KATHMANDU ANNUAL REPORT 2017

"As a product and brand led business,
we are focused on engaging our

customers by creating distinctive,

sustainable, quality products and by

promoting our brand authenticity".

19KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

Performance measurement under
either criterion is at the end of each

applicable performance period with no

ability to re-test. Fifty per cent of the

relevant portion of the award vests for

achievement of targets and a further

fifty per cent vests for the achievement

of aspirational targets. A sliding

scale operates between target and

aspirational performance levels.

In 2017 grants were made to the

CEO and COO/CFO (2016: CEO only).

The Board resolved to grant nil cost

performance rights that:

• Were measurable for a single

specified performance period of

three years;

• Required achievement of relative

TSR targets and EPS growth targets

over a single specified performance

period of three years with the value

of rights allocated 50:50 between

EPS and relative TSR;

• Performance measurement under

either criterion is at the end of the

performance period with no ability

to re-test.

d) CEO remuneration

CEO remuneration comprises a mixture

of base salary, STI and LTI:

CEO 2017 Remuneration package A$’000

Fixed

(Base salary, superannuation) 796

STI (60% of fixed) 477

LTI (70% of fixed)* 557

Maximum potential remuneration 1,830

* Vesting dependent on achievement of

performance hurdles measured over a three-

year period. Vesting date 1 December 2019.

• More than half (56%) the total

remuneration for the CEO is at risk;

• Over 85% of the at risk

remuneration (all except for the

STI KPI’s) is solely dependent on

outcomes of Group financial

performance against short and

long term targets;

CEO

COO/CFO

Executives

Fixed STI LTI

44%

56%

66%

19%25%

34%

26%30%

1

Comprises of cash salary and fees, non-monetary benefits, superannuation.

2

Acting CEO during

FY2015.

3

Includes non-monetary benefits settling obligations arising over tax residency status for

period May 2011 to July 2013.

Details of the remuneration of the Directors and Key Management Personnel and

total remuneration of other Executives of the Group, for the current and prior

financial years are set out in section 5.3 of the financial statements.

5. Executive Service agreements

All Executives are on employment terms consistent with the remuneration framework

outlined in this report. Each of the agreements has an open term, and the period

of notice to be given by the employee is three months (six months for the CEO).

The agreements provide for three months base salary inclusive of any applicable

superannuation to be paid in the event of a redundancy (six months for the CEO).

6. Non-Executive Directors’ fees

The current aggregate limit for non-Executive Directors’ fees is $A800,000 per

annum. In FY2017 the base fee payable (including superannuation if applicable) to

the Chairman was $A222,480 and to a non-Executive Director $A116,390 per annum.

• All long term incentive (70% of Fixed Annual Remuneration) will be measured on

a single 3-year performance period.

REMUNERATION STRUCTURE – CEO AND EXECUTIVES:

FY2017 STI outcomes

For the year ended 31 July 2017 the Group financial performance targets were

exceeded and as a result, short-term cash incentives were paid to the extent of 52%

(86% of potential) of fixed annual remuneration for the Chief Executive Officer.

5 Year CEO Remuneration

SINGLE

FIGURE

REMUNERATION

1

% STI

ACHIEVED

AGAINST

MAXIMUM

PERCENTAGE

VESTED LTI'S

AGAINST

MAXIMUM

SPAN OF

LTI PER-

FORMANCE

PERIOD

2017Xavier Simonet1,290,026 86% N/A N/A

2016Xavier Simonet1,391,983100% N/A N/A

2015Xavier Simonet136,267 - N/A N/A

Mark Todd

2

715,539 - 54%2010-2014

2014Peter Halkett1 ,0 0 9,10 8 33%74%2010-2013

2013Peter Halkett

3

1,658,711 58%100%2010-2012

20KATHMANDU ANNUAL REPORT 2017

No additional fees are paid for sub-committee attendances. No increase was made in 2017.
Any Executive Directors do not receive Directors’ fees. The amounts approved for Directors’ fees are expressed in AUD given the

specific requirements for remuneration reporting applying to ASX listed companies, however all amounts reported in the tables

within this report are specified in NZD, being the reporting currency of the Company.

The Board reviews Directors’ fees annually seeking advice from external independent remuneration consultants as necessary.

Non-Executive Directors do not participate in the Company short or long term incentive schemes.

The following fees apply per annum:

TOTAL FEESAUD $

Chairman222,480

Other non-Executive Directors116,390

Actual fees paid in year ended 31 July 2017 (converted to reporting currency)NZD $

Chairman236,428

Other non-Executive Directors123,687

7. Details of share-based compensation

Long term incentive plan

The Company Long term incentive plan entitles the Board to grant performance rights for no cash consideration, at intervals

determined by the Board.

The number of rights granted and the applicable performance period over which EPS and relative TSR is measured is set out

below, along with the fair value of the rights at the grant date.

GRANT

DATE

RIGHTS GRANTED

DURING THE YEAR

DATE

EXERCISABLE

EXPIRY

DATE

TOTAL FAIR VALUE OF

PERFORMANCE RIGHTS AT

GRANT DATE $

Executive Director – Xavier Simonet

201619 Dec 2016293,0781 Dec 20191 Dec 2019378,071

201516 Dec 20154 0 7, 4 6 31 Dec 20181 Dec 2018433,94 8

Shares issued to Directors and Other Executives on Vesting of Performance Rights:

2017DATE GRANTEDDATE SHARES ISSUEDNUMBER OF SHARES ISSUED

Other Executives and Senior Management18 Dec 201529 Mar 201712,537

Total12,537

No shares were issued to Directors or Other Executives during FY2017 on exercise of performance rights.

Performance rights granted to each Executive will, subject to satisfaction of performance conditions, vest on the basis of one

ordinary share for each performance right which vests, at the end of each performance period.

21KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

8. Additional information, Performance Rights Vesting
Performance rights granted, the percentage that vested, the percentage that forfeited and future potential vesting periods are

shown in the table below:

GRANT

DATE

VESTED

%

FORFEITED

%

FINANCIAL

PERIODS IN

WHICH RIGHTS

MAY VE ST

MAXIMUM TOTAL

NUMBER OF

RIGHTS YET TO

VEST

MAXIMUM

TOTAL VALUE OF

GRANTS YET TO

VEST

Executive Directors

Xavier SimonetFY20170.0%0.0%FY2020293,078378,071

Xavier SimonetFY20160.0%0.0%F Y2019407,4634 33,94 8

Other Executives and

Senior Management

FY20170.0%0.0%FY202082,732106,724

Other Executives and

Senior Management

FY20170.0%0.0%F Y2019523,139894,567

Other Executives and

Senior Management

FY20166 9. 3%30.7%FY2018

1

669,669971,020

1

Shares were issued on 22 August 2017

The maximum value of performance rights yet to vest has been determined as the total number of performance rights still to

vest multiplied by the fair value of each performance right at grant date.

Company performance

All Executives’ short term incentive is dependent upon the Company’s overall financial performance for each financial year.

Long term incentive is dependent upon both earnings per share growth and relative total shareholder returns over a range of

performance periods.

With reference to the measurement of long term incentive performance the table below outlines the Company’s earnings and

share performance since its listing on 13 November 2009:

YEARNPAT GROWTH

EPS CENTS

PER

SHARE

EPS

GROWTH

SHARE PRICE

AT START OF

YEAR

SHARE PRICE

AT END OF

YEAR

SHARE

PRICE

GROWTH

ORDINARY DIVIDENDS

PAID OR DECLARED

PER SHARE

FY2010 $9. 4 m NA 0.3NA$2.13$2.05(3.8%)$0.07

FY2011 $ 39. 1 m 316.0% 19. 565x$2.05$2.207. 3 %$0.10

FY2012$34.9m(10.7%)1 7. 40.9 x$2.20$1.59( 2 7. 7 % )$0.10

FY2013$44.2m26.6%22.11.3x$1.59$2.374 9. 1%$0.12

F Y2014$42.2m(4.5%)21.01.0x$2.37$3.3340.5%$0.12

FY2015$20.4m(51.7%)10.10.5x$3.33$1.70(4 8.9%)$0.08

FY2016$33.5m64.2%16.61.6x$1.70$1.805.9%$0.11

FY2017$38.0m13.5%18.91.1x$1.80$2.2726.1%$0.13

Share price quoted is the NZX listing price. The Company is listed on both the ASX and NZX and options will vest on both

exchanges, dependent on where the employee is based.

Shares under options or performance rights

There are no unissued ordinary shares of the Company under any vested options or performance rights at the date of this report.

22KATHMANDU ANNUAL REPORT 2017

9. Remuneration of Auditors
Details of remuneration of Auditors is set out in Note 5.8 of the Financial Statements.

Non-Audit Services

PricewaterhouseCoopers were appointed auditors of Kathmandu Holdings Limited in 2009 and whilst their

main role is to provide audit services to the Company, the Company does employ their specialist advice

where appropriate. In each instance, the Board has considered the nature of the advice sought in the context

of the audit relationship and in accordance with the advice received from the Audit and Risk Committee,

does not consider these services compromised the auditor independence for the following reasons:

• All non-audit services have been reviewed by Audit and Risk Committee to ensure they do not impact the impartiality and

objectivity of the auditor.

• None of the services undermined the general principles relating to auditor independence, including not reviewing or auditing

the auditor's own work, not acting in a management or a decision making capacity for the Company, not acting as

advocate for the Company or not jointly sharing economic risk or rewards.

This report is made in accordance with a resolution of the Directors.

David Kirk

Chairman

Xavier Simonet

Managing Director

23KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

CORPORATE
GOVERNANCE

The Board and management of the

Company are committed to ensuring

that the Company adheres to best

practice governance principles

and maintains the highest ethical

standards. The Board is responsible for

the overall corporate governance of

the Company, including adopting the

appropriate policies and procedures

and seeking to ensure Directors,

management and employees fulfil their

functions effectively and responsibly.

The Company is listed on both the

New Zealand and Australian stock

exchanges. Corporate governance

principles and guidelines have been

introduced in both countries. These

include the Australian Securities

Exchange (ASX) Corporate Governance

Council Corporate Governance

Principles and Recommendations

(Third Edition) (ASX Code), the New

Zealand Stock Exchange Listing Rules

relating to corporate governance, the

NZX Corporate Governance Code 2017

(NZX Code), and the New Zealand

Financial Markets Authority Corporate

Governance Principles and Guidelines

2014 (collectively, the Principles).

Although reporting on the NZX Code

is not mandatory this year as the

Code applies for reporting periods

from 1 October 2017, the Company has

chosen to adopt the recommendations

earlier to demonstrate how

Kathmandu’s corporate governance

practices align with the best

practice recommended by NZX.

The Company has followed each

of the recommendations set out

in the Principles where appropriate

for the size of the Company and

the Board, the resources available

and the activities of the Company.

After due consideration, the Board

considers that the Company’s

corporate governance practices and

procedures depart from the Principles

during the reporting period only as

set out below. The information in this

statement is current as at 31 July 2017.

Explanation for departure from NZX Corporate Governance Code 2017 and

ASX Corporate Governance Principles and Recommendations (3rd Edition)

REFERENCERECOMMENDATIONDEPARTURE

EXPLANATION FOR

DEPARTURE

NZX Code 3.4

ASX Code 2.1

An issuer should

establish a

nomination

committee to

recommend director

appointments to the

board

The Company

has not

maintained

a separate

nomination

committee

The Board considers that

it is able to deal efficiently

and effectively with the

processes of appointment

and reappointment of

directors to the Board

and considerations of

Board composition and

succession planning

NZX Code 7.3

ASX Code 7.3

Internal audit

functions should be

disclosed

The Company

does not have

an internal

audit function

The Company considers

that the external advisors

it currently engages

provide a sufficient

system for evaluating

and continually improving

the effectiveness of risk

management for the

Company and delivers

appropriate objective

assurance on risk

management.

The full content of the Company’s Corporate governance policies, practices and

procedures can be found on the Company’s website (kathmanduholdings.com).

24KATHMANDU ANNUAL REPORT 2017

Board of Directors,
Charter and its

Committees

The Board has adopted a written

charter to provide a framework for the

effective operation of the Board. The

charter addresses the following matters

and responsibilities of the Board:

•enhancing Shareholder value;

•oversight of the Company,

including its control and

accountability systems;

•appointing and removing the

Managing Director (or equivalent)

and the Chief Financial Officer;

•ratifying the appointment, and

where appropriate, the removal

of the senior Executives;

•input into and approval

of corporate strategy and

performance objectives;

•reviewing and ratifying systems

of risk management and internal

compliance and control, codes of

conduct and legal compliance;

•monitoring senior management’s

performance and implementation

strategy, and seeking to ensure

appropriate resources are available;

•approving and monitoring

the progress of major capital

expenditure, capital management

and acquisitions and divestitures;

•approving budgets; and

•approving and monitoring

financial and other reporting.

BOARD COMPOSITION

At present, there are six Directors on

the Board. Five out of the six Directors

are non-Executive Directors. Xavier

Simonet (Managing Director and Chief

Executive Officer,) is the only Executive

Director on the Board. The Chairman of

the Board is David Kirk. The biography

of each Board member, including

Company or another Group member

in an Executive capacity and is not

considered to be an independent

Director based on the criteria set out

in the Board Charter. All remaining

Directors satisfy the criteria and are

considered independent Directors.

BOARD COMMITTEES

The Board may from time to time

establish appropriate committees

to assist in the discharge of its

responsibilities. The Board has

established the Audit and Risk

Committee and the Remuneration

Committee. Other committees may

be established by the Board as and

when required. Membership of Board

committees will be based on the needs

of the Company, relevant legislative

and other requirements and the skills

and experience of individual Directors.

AUDIT AND RISK COMMITTEE

Under its charter, this committee

must have at least three members, a

majority of whom must be independent

Directors and all of whom must be non-

Executive Directors. Currently, all the

non-Executive Directors are members of

this committee. John Harvey is Chair of

the committee. The primary role of this

committee includes:

•overseeing the process of financial

reporting, internal control,

continuous disclosure, financial and

non-financial risk management and

compliance and external audit;

•monitoring Kathmandu’s

compliance with laws and

regulations and Kathmandu’s own

codes of conduct and ethics;

•encouraging effective relationships

with, and communication between,

the Board, Management and

Kathmandu’s external auditor; and

25KATHMANDU ANNUAL REPORT 2017

each Director’s skills, experience,

expertise and the term of office held

by each Director at the date of this

Annual Report is set out in pages 12

to 15 of this Annual Report.

BOARD AND EXECUTIVE

PERFORMANCE

The Board Charter provides for an

annual performance evaluation that

compares the performance of the

Board with the requirements of this

Charter, reviews the performance

of the Board’s committees and

individual Directors and sets forth

the goals and objectives of the Board

for the upcoming year and effecting

any amendments to this Charter

considered necessary or desirable

of the Board and its Committees.

The Board is currently undertaking a

review of its performance during the

reporting period by the anonymous

completion by directors and executives

of evaluation que

stionnaires relating to

Board and committee composition and

performance, and individual interviews

of

directors with the Chairman.

The Group has a robust process

for annual evaluation of its senior

executives that compares the

performance of each individual

senior executive against the goals

and objectives set for the year. A

performance evaluation of each

senior executive was undertaken

in relation to the reporting period

in acco

rdance with this process.

INDEPENDENCE OF

DIRECTORS

The factors that the Company will

take into account when assessing

the independence of its Directors

are set out in its Charter, a copy of

which is available on the Company’s

website

(kathmanduholdings.com).

The Managing Director (Xavier

Simonet) is employed by the

CORPORATE GOVERNANCE

• evaluating the adequacy of
processes and controls established

to identify and manage areas

of potential risk and to seek to

safeguard the Company’s assets.

Under the charter it is the policy of the

Company that its external auditing

firm must be independent of the

Company. The committee will review

and assess the independence of the

external auditor on an annual basis.

As noted above, the Company

does not currently have an internal

audit function. The Committee will

continue to monitor whether this

current practice is sufficient for

the Company’s requirements.

REMUNERATION COMMITTEE

Under its charter, this committee

must have at least three members, a

majority of whom must be independent

Directors and all of whom must be

non-Executive Directors. Currently,

all the non-Executive Directors are

members of this committee. Sandra

McPhee is Chair of the committee. The

purpose of this committee is to ensure

the remuneration programme of the

Kathmandu Group delivers the business

plan, is fit for purpose and is one

which considers the current business

needs of the Group whilst supporting

shareholder and customer value. The

main functions of the committee

are to assist the Board in fulfilling

its responsibilities to stakeholders

on management activities for the

Kathmandu Group in relation to:

• Overseeing the development

and application of the Group

Human Resources strategy,

the remuneration framework

and associated policies;

• The remuneration of senior

executives, non-executive

Directors and Directors;

• Providing effective remuneration

policies and programs to

motivate high performance

from all employees; and

• Ensuring appropriate and effective

policies for managing the

performance and development

of employees at all levels.

Policies, practices

and processes

The main policies and practices

adopted by the Company

are summarised below.

RISK MANAGEMENT POLICY

The identification and proper

management of the Company’s risk

are an important priority of the Board.

The Company has a Risk Management

Policy (available on the Company’s

website kathmanduholdings.com)

appropriate for its business. This

policy highlights the risks relevant to

the Company’s operations, and the

Company’s commitment to designing

and implementing systems and

methods appropriate to minimise

and control its risk. The Audit and

Risk Committee assists the Board

in discharging its responsibility for

monitoring risk management and

that Committee is responsible for

establishing procedures which seek

to provide assurance that major

business risks are identified, consistently

assessed and appropriately addressed.

A risk management framework is in

place to identify, oversee, manage

and control risk. A formal review of

the risk framework was undertaken

during the reporting period by the

Committee. A robust risk assessment

process of reviewing existing risks and

identifying any new and emerging

risks facing the Company, and how

these are to be managed, was carried

out during the reporting period.

HEALTH AND SAFETY

The Company is committed to

cultivating a strong safety culture

and awareness of health and safety

risks, performance and management

within the Group. The Group has

adopted an integrated approach to

safety and wellbeing which recognises

that workplace safety, health and

mental health all contribute to an

employee’s overall wellbeing. During

the reporting period, the Company

has introduced a new Safety and

Wellbeing intranet site ‘Destination

Safe’ which contains a range of

resources, tools and information

employees can access to assist in

keeping workplaces safe covering

incident and emergency response

and hazard and risk management.

Lag indicators of health and

safety risks during the reporting

period are set out below:

Lost time injury frequency rate

(number of claims per 1,000,000

hours worked): 5.3 (FY2016: 6.6).

More information on Health, Safety and

Wellbeing in the Group can be found

in the Company’s Sustainability Report

available at kathmanduholdings.com

CONTINUOUS

DISCLOSURE POLICY

The Company is committed to

observing its disclosure obligations

under the Listing Rules. The Company

has a policy that establishes procedures

which are aimed at ensuring that

Directors and Executives are aware

of and fulfil their obligations in

relation to the timely disclosure of

material price-sensitive information.

SECURITIES TRADING POLICY

The Company has guidelines for

dealing in securities which are intended

to explain the prohibited type of

26KATHMANDU ANNUAL REPORT 2017

conduct in relation to dealings in
securities under the Corporations Act

2001 (Australia) and the Financial

Markets Conduct Act 2013 (NZ) and

to establish a best practice procedure

in relation to Directors’, Executives’

and employees’ dealings in Shares

in the Company. Subject to the

overriding restriction that persons may

not deal in Shares while they are in

possession of material price sensitive

information, Directors, Executives and

Key management personnel will only

be permitted to deal in Shares during

certain ‘window periods’, following the

release of the Company’s full and half

year financial results or the release

of a disclosure document offering

shares in the Company. Outside of

these periods, Directors, Executives

and key management personnel must

receive clearance in accordance with

the protocols detailed in the policy

for any proposed dealing in Shares.

CODE OF CONDUCT

The Board recognises the need to

observe the highest standards of

corporate practice and business

conduct. Accordingly, the Board

has a formal code of conduct, to be

followed by all employees and officers.

The key aspects of this code are to:

• act with honesty, integrity

and fairness and in the best

interest of the Company;

• act in accordance with all

applicable laws, regulations,

policies and procedures; and

• use Company resources

and property properly.

DIVERSITY POLICY

Kathmandu recognises the value of

a diverse and skilled workforce and is

committed to creating and maintaining

an inclusive and collaborative

workplace culture that will provide

sustainability for our business into

the future. Different perspectives

arising from diversity encourage an

innovative, responsive, productive and

competitive business and create value

for our customers and shareholders.

We are committed to leveraging the

diverse backgrounds, experiences

and perspectives of our people to

provide excellent customer service

and innovative products to an

equally diverse community.

Kathmandu’s commitment to

recognising the importance of

diversity extends to all areas of the

business including talent acquisition,

learning and development, succession

planning, internal transfer and

promotion, retention of employees,

and company policy and procedures.

Kathmandu has established a Diversity

Policy in accordance with ASX CGC

Corporate Governance Principles and

Recommendation 1.5, NZX Corporate

Governance Code Recommendation

2.5, the NZX Listing rules relating to

diversity and the NZX Diversity Policies

and Disclosure Guidance note. A copy

of Kathmandu’s Diversity Policy can be

obtained from the Company Website

kathmanduholdings.com. This policy

encompasses Kathmandu’s Diversity

Principles which affirm the Company’s

27KATHMANDU ANNUAL REPORT 2017CORPORATE GOVERNANCE

commitment to harnessing differences
to encourage an innovative, responsive

and productive workplace, creating

value and rewards for customers, the

team, shareholders and the community.

As part of its Diversity Policy,

Kathmandu has established

measurable objectives for achieving

diversity, including across the Gender,

Generation and Culture profiles of the

Company. Kathmandu has carried out

an annual assessment of its diversity

objectives for FY17. The Company

considers that it has continued to

make good progress towards achieving

these objectives. In relation to gender

diversity, Kathmandu considers its

current level of employee gender

diversity to be effective; however it

remains vigilant in the review of this

measureable diversity objective. The

benefits of diversity will continue to be

tested and re-affirmed with reference

to Kathmandu team composition.

As at 31 July 2017, in relation

to Kathmandu’s:

• Board of Directors, two out

of six Directors were women

(this is the same as FY16)

• Executive Management, one out

of eight positions were held by

women (this is the same as FY16).

Kathmandu considers its gender

diversity as a strength and will continue

to support strategies and initiatives

that address any significant adverse

changes in diversity ratios through

employee turnover. Kathmandu is

also proud of its ethnic diversity which

reflects the diversity of its customers;

business partners and community.

Kathmandu is committed to rewarding

its employees with compensation and

benefit programmes that are based

on performance merit and experience.

In 2017 a review on employee pay

parity was completed. Based upon the

results of this audit, Kathmandu has

evidence that supports pay equality

between gender and other diversity

indicators, with no evidence of pay

disparity between persons holding

the same or similar roles. A review of

gender pay parity continues to be an

on-going focus for the company.

COMMUNICATIONS WITH

SHAREHOLDERS

The Company is committed to

keeping Shareholders informed of all

major developments affecting the

Company’s state of affairs relevant

to Shareholders in accordance with

all applicable laws. Information is

communicated to Shareholders

through the lodgement of all relevant

financial and other information

with ASX and NZX and publishing

information on the Company’s

website (kathmanduholdings.com).

In particular, the Company’s website

will contain information about the

Company, including media releases,

key policies and the terms of reference

of the Company’s Board Committees.

All relevant announcements made

to the market and any other relevant

information will be posted on the

Company’s website as soon as they

have been released to ASX and NZX.

ECONOMIC, ENVIRONMENTAL

AND SOCIAL SUSTAINABILITY

The Company prepares a

separate sustainability report in

accordance with the new Global

Reporting Initiative (GRI) Standards

framework. It is available online

at kathmanduholdings.com.

28KATHMANDU ANNUAL REPORT 2017

29KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
FINANCIAL

STATEMENTS

Directors’ Approval of Consolidated Financial Statements ...30

Consolidated Statement of Comprehensive Income .............31

Consolidated Statement of Changes in Equity ....................32

Consolidated Balance Sheet ...............................................33

Consolidated Statement of Cash Flows ...............................34

Notes to the Financial Statements

Section 1: Basis of Preparation .....................................36

Section 2: Results for the Year......................................38

Section 3: Operating Assets and Liabilities ...................44

Section 4: Capital Structure and Financing Costs ..........51

Section 5: Other Notes ................................................60

Auditors’ Report ................................................................68

TABLE OF CONTENTS

IN THIS SECTION

The financial statements have been presented in a style which attempts to make them less complex

and more relevant to shareholders. We have grouped the note disclosures into five sections: ‘Basis of

Preparation’, ‘Results for the Year’, ‘Operating Assets and Liabilities’, ‘Capital Structure and Financing

Costs’ and ‘Other Notes’. Each section sets out the accounting policies applied in producing the

relevant notes. The purpose of this format is to provide readers with a clearer understanding of what

drives financial performance of the Group. The aim of the text boxes is to provide commentary on

each section, or note, in plain English.

KEEPING IT SIMPLE

Notes to the financial statements provide information required by accounting standards or Listing

Rules to explain a particular feature of the financial statements. The notes which follow will also

provide explanations and additional disclosure to assist readers’ understanding and interpretation of

the annual report and the financial statements.

FOR THE YEAR ENDED

31 JULY 2017

30KATHMANDU ANNUAL REPORT 2017
Authorisation for Issue

The Board of Directors authorised the issue of these Consolidated Financial Statements on 26 September 2017.

Approval by Directors

The Directors are pleased to present the Consolidated Financial Statements of Kathmandu Holdings Limited for the year ended

31 July 2017 on pages 31 to 67.

26 September 2017

David Kirk Date

26 September 2017

Xavier Simonet Date

For and on behalf of the Board of Directors

DIRECTORS’ APPROVAL OF

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 JULY 2017

31KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

SECTION

2017

NZ$’000

2016

NZ$’000

Sales445,348425,593

Cost of sales(169,165)(159,232)

Gross profit 276,183266,361

Selling expenses(143,740)(139,285)

Administration and general expenses(61,613)(62,278)

(205,353)(201,563)

Earnings before interest, tax, depreciation and amortisation70,83064,798

Depreciation and amortisation3.2/3.3(13,826)(13,917)

Earnings before interest and tax57,00450,881

Finance income2826

Finance expenses(2,058)(3,582)

Finance costs - net4.1.1(2,030)(3,556)

Profit before income tax54,97447,325

Income tax expense2.3(16,935)(13,804)

Profit after income tax38,03933,521

Other comprehensive income that may be recycled through profit and loss:

Movement in cash flow hedge reserve 4.3.2209(15,891)

Movement in foreign currency translation reserve4.3.2209(6,384)

Other comprehensive income/(expense) for the year, net of tax418(22,275)

Total comprehensive income for the year attributable to shareholders38,45711,246

Basic earnings per share 2.418.9cps16.6cps

Diluted earnings per share2.418.7cps16.6cps

Weighted average basic ordinary shares outstanding (‘000)2.4201,489201,484

Weighted average diluted ordinary shares outstanding (‘000)2.4203,324202,439

FOR THE YEAR ENDED

31 JULY 2017

32KATHMANDU ANNUAL REPORT 2017
CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

SHARE

CAPITAL

NZ$’000

CASH

FLOW

HEDGE

RESERVE

NZ$’000

FOREIGN

CURRENCY

TRANSLATION

RESERVE

NZ$’000

SHARE

BASED

PAYMENTS

RESERVE

NZ$’000

RETAINED

EARNINGS

NZ$’000

TOTAL

EQUITY

NZ$’000

Balance as at 31 July 2015200,19110,360(13,318)24118,607315,864

Profit after tax----33,52133,521

Other comprehensive income/(expense)-(15,891)(6,384)--(22,275)

Dividends paid----(16,119)(16,119)

Issue of share capital------

Share options / performance rights lapsed---(24)24-

Share based payment expense---692-692

Balance as at 31 July 2016200,191(5,531)(19,702)692136,033311,683

Profit after tax----38,03938,039

Other comprehensive income/(expense)-209209--418

Dividends paid----(24,179)(24,179)

Issue of share capital18--(18)--

Share options / performance rights lapsed------

Share based payment expense---1,139-1,139

Balance as at 31 July 2017200,209(5,322)(19,493)1,813149,893327,100

FOR THE YEAR ENDED

31 JULY 2017

33KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
CONSOLIDATED

BALANCE SHEET

SECTION

2017

NZ$’000

2016

NZ$’000

ASSETS

Current assets

Cash and cash equivalents3.1.23,5376,891

Trade and other receivables3.1.36,2845,031

Inventories3.1.189,20695,436

Total current assets99,027107,358

Non-current assets

Property, plant and equipment3.261,02661,609

Intangible assets3.3279,014280,083

Total non-current assets340,040341,692

Total assets439,067449,050

LIABILITIES

Current liabilities

Trade and other payables3.1.456,73551,084

Derivative financial instruments4.27,0347,529

Current tax liabilities3,4751,212

Total current liabilities67,24459,825

Non-current liabilities

Derivative financial instruments4.2265604

Interest bearing liabilities4.110,43143,691

Deferred tax2.334,02733,247

Total non-current liabilities44,72377,542

Total liabilities111,967137,367

Net assets327,100311,683

EQUITY

Contributed equity - ordinary shares4.3.1200,209200,191

Reserves4.3.2(23,002)(24,541)

Retained earnings149,893136,033

Total equity327,100311,683

FOR THE YEAR ENDED

31 JULY 2017

34KATHMANDU ANNUAL REPORT 2017
CONSOLIDATED STATEMENT

OF CASH FLOWS

FOR THE YEAR ENDED

31 JULY 2017

SECTION

2017

NZ$’000

2016

NZ$’000

Cash flows from operating activities

Cash was provided from:

Receipts from customers444,100424,182

Income tax received-1,357

Interest received2826

444,128425,565

Cash was applied to:

Payments to suppliers and employees360,122336,968

Income tax paid14,57116,688

Interest paid2,1622,829

376,855356,485

Net cash inflow from operating activities67,27369,080

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment15

15

Cash was applied to:

Purchase of property, plant and equipment3.211,41920,729

Purchase of intangibles3.31,8572,467

13,27623,196

Net cash outflow from investing activities(13,275)(23,191)

Cash flows from financing activities

Cash was provided from:

Proceeds of loan advances90,33063,047

Proceeds from share issues--

90,33063,047

Cash was applied to:

Dividends paid24,17916,119

Repayment of loan advances123,53387,658

147,712103,777

Net cash outflow from financing activities(57,382)(40,730)

Net increase / (decrease) in cash held(3,384)5,159

Opening cash and cash equivalents 6,8911,700

Effect of foreign exchange rates3032

Closing cash and cash equivalents3.1.23,5376,891

35KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
RECONCILIATION OF NET PROFIT AFTER TAXATION WITH CASH INFLOW FROM OPERATING ACTIVITIES

SECTION2017

NZ$’000

2016

NZ$’000

Profit after taxation 38,03933,521

Movement in working capital:

(Increase) / decrease in trade and other receivables(1,249)(1,440)

(Increase) / decrease in inventories6,28313,528

Increase / (decrease) in trade and other payables5,5968,735

Increase / (decrease) in tax liability2,257(388)

12,88720,435

Add non cash items:

Depreciation3.210,63010,019

Amortisation of intangibles3.33,1963,898

Impairment of Assets3.2-1,094

Revaluation of derivative financial instruments(816)5,436

Increase / (decrease) in deferred taxation733(6,481)

Employee share based remuneration5.41,139692

Loss on sale of property, plant and equipment3.21,465466

16,34715,124

Cash inflow from operating activities67,27369,080

36KATHMANDU ANNUAL REPORT 2017
SECTION 1

IN THIS SECTION

This section sets out the Group’s accounting policies that relate to the financial statements as a

whole. Where an accounting policy is specific to one note, the policy is described in the note to

which it relates.

1.1 General information

Kathmandu Holdings Limited (the Company) and its

subsidiaries (together the Group) is a designer, marketer and

retailer of clothing and equipment for travel and adventure. It

operates in New Zealand, Australia and the United Kingdom.

The Company is a limited liability company incorporated and

domiciled in New Zealand. Kathmandu Holdings Limited

is a company registered under the Companies Act 1993

and is a FMC reporting entity under Part 7 of the Financial

Markets Conduct Act 2013. The address of its registered office

is 223 Tuam Street, Central Christchurch, Christchurch.

The Company is listed on the NZX and ASX.

The financial statements of the Group have been prepared in

accordance with the requirements of Part 7 of the Financial

Markets Conduct Act 2013 and the NZX Listing Rules.

These audited consolidated financial statements

have been approved for issue by the Board

of Directors on 26 September 2017.

1.2 Summary of significant

accounting policies

These financial statements have been prepared in accordance

with Generally Accepted Accounting Practice. They comply

with the New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and other applicable

Financial Reporting Standards, as appropriate for profit-

oriented entities. The financial statements also comply

with International Financial Reporting Standards (IFRS).

The financial statements are presented in New

Zealand dollars, which is the Company’s functional

currency and Group’s presentation currency.

1.2.1 Basis of preparation

The principal accounting policies adopted in the

preparation of the financial statements are set out

below. These policies have been consistently applied

to all periods presented, unless otherwise stated.

Entities reporting

The financial statements reported are for the consolidated

“Group” which is the economic entity comprising

Kathmandu Holdings Limited and its subsidiaries.

The Group is designated as a for profit entity

for financial reporting purposes.

Principles of consolidation

Subsidiaries are all entities (including structured entities)

over which the Group has control. The Group controls

an entity when the Group 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. Subsidiaries are fully consolidated from the

date on which control is transferred to the Group. They

are deconsolidated from the date that control ceases.

Inter-company transactions, balances and unrealised

gains on transactions between Group companies are

eliminated. Unrealised losses are also eliminated. When

necessary, amounts reported by subsidiaries have been

adjusted to conform with the Group’s accounting policies.

Historical cost convention

These financial statements have been prepared

under the historical cost convention, as modified

by the revaluation of certain assets as identified

in specific accounting policies below.

BASIS OF

PREPARATION

NOTES TO THE FINANCIAL STATEMENTS

37KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Critical accounting estimates

The Group makes estimates and assumptions concerning the

future. The resulting accounting estimates will, by definition,

seldom equal the related actual results. The estimates

and assumptions that have a significant risk of causing a

material adjustment to the carrying amounts of assets and

liabilities within the next financial year are discussed below.

Estimates and judgements are continually evaluated

and are based on historical experience as adjusted

for current market conditions and other factors,

including expectations of future events that are

believed to be reasonable under the circumstances.

Further explanation as to estimates and assumptions

made by the Group can be found in the following

notes to the financial statements:

Area of Estimation Section

Goodwill

– assumptions underlying recoverable value 3.3

Inventory

- estimates of obsolescence 3.1.1

Fair value of derivatives

– assumptions underlying fair value 4.2

Foreign currency translation

The results and financial position of all the Group entities

(none of which has the currency of a hyper-inflationary

economy) that have a functional currency different from the

presentation currency are translated into the presentation

currency as follows:

Assets and liabilities for each balance sheet presented

are translated at the closing rate at the date of that

balance sheet;

Income and expenses for each statement of comprehensive

income are translated at average exchange rates (unless this

average is not a reasonable approximation of the cumulative

effect of the rates prevailing on the transaction dates, in

which case income and expenses are translated at the rate on

the dates of the transactions); and

All resulting exchange differences are recognised in other

comprehensive income.

On consolidation, exchange differences arising from the

translation of the net investment in foreign operations, and

of borrowings and other currency instruments designated as

hedges of such investments, are taken to shareholders’ equity.

1.3 Restatement of prior year

In October 2006, on acquisition of the Kathmandu business,

the Group recognised an indefinite life brand with a fair

value of $160.3m. No deferred tax was recognised in

relation to the asset at the time of acquisition. This was

based on the assumption that because an indefinite

life brand is not amortised, its carrying amount is not

expected to be consumed, rather, its carrying amount

is expected to be recovered entirely through sale.

In November 2016, the IFRS Interpretations Committee (IFRS

IC) issued an agenda decision regarding the determination

of the expected manner of recovery of intangible assets

with indefinite useful life for the purposes of measuring

deferred tax, in accordance with IAS 12 Income Taxes. This

provided additional guidance on how an entity recovers

the carrying value of such assets and the consequences

for the measurement and recognition of deferred tax.

Following this additional guidance, the Group has

reviewed the expected manner of recovery of the

carrying amount of indefinite life Kathmandu brand and

concluded that its carrying amount is expected to be

recovered through use of the brand within its business.

As a result, the Group has recognised additional goodwill,

deferred tax liability and retained earnings as follows:

NZ$'000

Goodwill4 7, 4 2 9

Deferred tax liability44,879

Retained earnings2,550

At the date of acquisition the tax rates in New Zealand and

Australia were 33% and 30% respectively. As the New Zealand

tax rate has reduced from 33% to 28% over the period the

deferred tax liability has been measured at the new tax

rate. This has resulted in a release of the liability through

the income tax expense and ultimately increased retained

earnings in the period of the change in tax rate.

Comparatives for goodwill (note 3.3), deferred tax liability

(note 2.3) and retained earnings at 31 July 2016 and 1 August

2015 have been restated. This adjustment has no impact on

profit in the reported periods.

As the restatement amount only affects three line-items in the

balance sheet as described above, an opening comparative

balance sheet has not been provided.

38KATHMANDU ANNUAL REPORT 2017
SECTION 2 RESULTS FOR THE YEAR

IN THIS SECTION

This section focuses on the results and performance of the Group. On the following pages you will

find disclosures explaining the Group’s results for the year, segmental information, taxation and

earnings per share.

2.1 Segment information

An operating segment is a component of an entity that engages in business activities which earns revenue and incurs expenses

and where the chief decision maker reviews the operating results on a regular basis and makes decisions on resource allocation.

The Group is organised into three operating segments, depicting the three geographical regions the Group operates in. The

New Zealand segment has been represented to exclude holding company balances. Other represents holding companies and

consolidation eliminations.

The Group operates in three geographical areas: New Zealand, Australia and International.

31 JULY 2017AUSTRALIA

NZ$’000

NEW ZEALAND

NZ$’000

INTERNATIONAL

NZ$’000

OTHER

NZ$’000

TOTAL

NZ$’000

Total segment sales298,013146,7793,338-448,130

Inter-segment sales(1,581)(407)(794)-(2,782)

Sales from external customers296,432146,3722,544-445,348

EBITDA39,31736,001(713)(3,775)70,830

Depreciation and software amortisation7,7836,0393113,826

EBIT31,53429,962(716)(3,776)57,004

Income tax expense8,7928,595(225)(227)16,935

Total segment assets233,082235,834849(30,698)439,067

Total assets includes:

Non-current assets171,27325,5291143,237340,040

Additions to non-current assets9,6623,614--13,276

Total segment liabilities150,20922,09712,356(72,695)111,967

31 JULY 2016AUSTRALIA

NZ$’000

NEW ZEALAND

NZ$’000

INTERNATIONAL

NZ$’000

OTHER

NZ$’000

TOTAL

NZ$’000

Total segment sales279,704142,1667,813-429,683

Inter-segment sales(1,276)(484)(2,330)-(4,090)

Sales from external customers278,428141,6825,483-425,593

EBITDA32,86835,134(541)(2,663)64,798

Depreciation and software amortisation7,1216,581214113,917

EBIT25,74728,553(755)(2,664)50,881

Income tax expense6,2548,090-(540)13,804

Total segment assets235,781221,9191,657(10,307)449,050

Total assets includes:

Non-current assets170,03428,4165143,237341,692

Additions to non-current assets15,5457,6501-23,196

Total segment liabilities148,04430,46113,460(54,598)137,367

39KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
EBITDA represents earnings before income taxes (a non-

GAAP measure), excluding interest income, interest expense,

depreciation and amortisation, as reported in the financial

statements. EBIT represents EBITDA less depreciation and

amortisation. EBITDA and EBIT are key measurement criteria

on which operating segments are reviewed by the Chief

Operating Decision Maker (the Executive Management Team).

The Group operates in one industry being outdoor clothing

and equipment.

Revenue is allocated based on the country in which the

customer is located. The Group has no reliance on any single

major customer.

Costs recharged between Group companies are calculated on

an arms-length basis. The default basis of allocation is % of

revenue with other bases being used where appropriate.

Assets / liabilities are allocated based on where the assets /

liabilities are located.

2.2 Profit before tax

Accounting policies

Revenue recognition

Revenue comprises the fair value of the consideration

received or receivable for the sale of goods and services,

excluding Goods and Services Tax, rebates and discounts

and after eliminating sales within the Group. Revenue is

recognised as follows:

(i) Sale of goods

Sale of goods are recognised at point of sale for retail

customers and when product is dispatched to the customer

for online sales. Retail sales are usually in cash or by credit

card. The recorded revenue is the gross amount of the sale

(excluding GST).

Operating expenses

Employee entitlements

2017

NZ$’000

2016

NZ$’000

Wages, salaries and other

short term benefits

82,93582,476

Employee share based

remuneration

1,139692

The number of full-time equivalent employees (excluding

short-term contractors), as at 31 July was:

20172016

Australia762754

New Zealand506488

United Kingdom55

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary

benefits and annual leave expected to be settled within 12

months of the reporting date are recognised in other payables

in respect of employees’ services up to the reporting date

and are measured at the amounts expected to be paid when

the liabilities are settled. Liabilities for non-accumulating sick

leave are recognised when the leave is taken and measured

at the rates paid or payable. The liability for employee

entitlements is carried at the present value of the estimated

future cash flows.

Rental and operating leases

The Group is a Lessee. Leases in which a significant portion

of the risks and rewards of ownership are retained by the

lessor are classified as operating leases. Payments made

under operating leases (net of any incentives received from

the lessor) are charged to the statement of comprehensive

income on a straight-line basis over the period of the lease.

2017

NZ$’000

2016

NZ$’000

Rental and operating lease expenses62,20558,252

Rent expenses reported in these financial statements relate to

non-cancellable operating leases. The future commitments on

these leases are as follows:

2017

NZ$’000

2016

NZ$’000

Due within 1 year55,08952,120

Due within 1-2 years46,82740,905

Due within 2-5 years81,08870,970

Due after 5 years41,19232,112

224,196196,107

Some of the existing lease agreements have right of renewal

options for varying terms. The Group leases various properties

under non-cancellable lease agreements. These leases are

generally between 1 – 10 years.

40KATHMANDU ANNUAL REPORT 2017
2.3 Taxation

KEEPING IT SIMPLE

This section lays out the tax accounting policies, the current and deferred tax charges or credits in

the year (which together make up the total tax charge or credit in the statement of comprehensive

income), a reconciliation of profit before tax to the tax charge and the movements in deferred tax

assets and liabilities.

Accounting policies

Current and deferred income tax

The tax expense for the period comprises current and deferred

tax. Tax is recognised in the statement of comprehensive

income, except to the extent that it relates to items

recognised in other comprehensive income or directly

in equity. In this case, the tax is also recognised in other

comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of

the tax laws enacted or substantively enacted at the balance

sheet date in the countries where the Company’s subsidiaries

operate and generate taxable income. Management

periodically evaluates positions taken in tax returns with

respect to situations in which applicable tax regulations are

subject to interpretation and establishes provisions where

appropriate on the basis of amounts expected to be paid to

the tax authorities.

Deferred income tax is provided in full, using the liability

method, on temporary differences arising between tax bases

of assets and liabilities and their carrying amounts in the

consolidated financial statements. However, the deferred

income tax is not accounted for if it arises from initial

recognition of an asset or liability in a transaction other than

a business combination that at the time of the transaction

affects neither accounting nor taxable profit or loss. Deferred

income tax is determined using tax rates (and laws) that have

been enacted or substantially enacted by the balance sheet

date and are expected to apply when the related deferred

income tax asset is realised or the deferred income tax liability

is settled.

Deferred income tax assets are recognised to the extent

that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences

arising on investments in subsidiaries and associates, except

where the timing of the reversal of the temporary difference is

controlled by the Group and it is probable that the temporary

difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when

there is a legally enforceable right to offset current tax assets

against current tax liabilities and when the deferred income

taxes assets and liabilities relate to income taxes levied by the

same taxation authority on either the same taxable entity or

different taxable entities where there is an intention to settle

the balances on a net basis.

Goods and Services Tax (GST)

The statement of comprehensive income and the cash flow

statement have been prepared so that all components are

stated exclusive of GST. All items in the balance sheet are

stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

Taxation – Statement of comprehensive income

The total taxation charge in the income statement is analysed

as follows:

2017

NZ$’000

2016

NZ$’000

Current income tax charge16,82914,996

Deferred income tax charge

/ (credit)

106(1,192)

Income tax charge

reported in statement of

comprehensive income

16,93513,804

In order to understand how, in the statement of

comprehensive income, a tax charge of $16,934,513 (2016:

$13,804,426) arises on profit before income tax of $54,973,991

(2016: $47,324,681), the taxation charge that would arise at

the standard rate of New Zealand corporate tax is reconciled

to the actual tax charge as follows:

41KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
2017

NZ$’000

2016

NZ$’000

Profit before income tax54,974)47,325)

Income tax calculated at 28%15,393)13,251)

Adjustments to taxation:

Adjustments due to different rate in different jurisdictions578)550)

Non-taxable income(16)(25)

Expenses not deductible for tax purposes1,064)1,492)

Tax expense transferred to foreign currency translation reserve(164)(1,462)

Adjustments in respect of prior years80)(2)

Income tax charge reported in statement of comprehensive income16,935)13,804)

Adjustments for prior periods primarily arise where an outcome is obtained on certain tax matters which differs from

expectations held when the related provision was made. Where the outcome is more favourable than the provision made,

the difference is released, lowering the current year tax charge. Where the outcome is less favourable than the provision, an

additional charge to the current year tax will occur.

The tax charge / (credit) relating to components of other comprehensive income is as follows:

2017

NZ$’000

2016

NZ$’000

Movement in cash flow hedge reserve before tax837(21,230)

Tax impact relating to cash flow hedge reserve(628)5,339

Movement in cash flow hedge reserve after tax209(15,891)

Foreign currency translation reserve before tax91(8,990)

Tax credit / (charge) relating to foreign currency translation reserve1182,606

Movement in foreign currency translation reserve after tax209(6,384)

Total other comprehensive income before tax928(30,220)

Total tax credit / (charge) on other comprehensive income(510)7,945

Total other comprehensive income after tax418(22,275)

Current tax1641,462

Deferred tax(674)6,483

Total tax credit / (charge) on other comprehensive income(510)7,945

Unrecognised tax losses

The Group has estimated tax losses to carry forward from Kathmandu (U.K.) Limited of £11,177,874 (NZ$19,854,128) (2016:

£11,163,169 (NZ$24,427,066)) which can be carried forward to be offset against future profits generated within the UK.

No benefit has been recognised in respect to these losses.

42KATHMANDU ANNUAL REPORT 2017
Imputation credits

2017

NZ$’000

2016

NZ$’000

Imputation credits available for use in subsequent reporting periods based

on a tax rate of 28%

3,6024,934

The above amounts represent the balance of the imputation account as at the end of July 2017, adjusted for:

• Imputation credits that will arise from the payment of the amount of the provision for income tax;

• Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date; and

• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

The balance of Australian franking credits able to be used by the Group in subsequent periods as at 31 July 2017 is A$4,501,155

(2016: A$4,093,795).

Taxation – Balance sheet

The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the

current and prior year:

TA X

DEPRECIATION

NZ$’000

EMPLOYEE

OBLIGATIONS

NZ$’000

BRAND

NZ$’000

FOREIGN

EXCHANGE

NZ$’000

OTHER TIMING

DIFFERENCES

NZ$’000

RESERVES

NZ$’000

TOTAL

NZ$’000

As at 31 July 2015

(Note 1.3)

1751,164(44,879)1,5833,989(2,954)(40,922)

Recognised in

the statement of

comprehensive income

(336)257-(797)2,068-1,192

Recognised in other

comprehensive income

-(51)1,361(37)(129)5,3396,483

As at 31 July 2016(161)1,370(43,518)7495,9282,385(33,247)

Recognised in

the statement of

comprehensive income

209349-(931)267-(106)

Recognised in other

comprehensive income

-3(62)(3)16(628)(674)

As at 31 July 2017481,722(43,580)(185)6,2111,757(34,027)

The deferred tax balance relates to:

• Property, plant and equipment temporary differences arising on differences in accounting and tax depreciation rates

• Employee benefits accruals

• Kathmandu brand (refer Note 1.3)

• Unrealised foreign exchange on intercompany loan (Kathmandu Pty Ltd)

• Realised gain/loss on foreign exchange contracts not yet charged in the statement of comprehensive income

• Inventory provisioning

• Temporary differences arising from landlord contributions and rent free periods

• Temporary differences on the unrealised gain/loss in hedge reserve

• Other temporary differences on miscellaneous items

43KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
2.4 Earnings per share

KEEPING IT SIMPLE

Earnings per share (‘EPS’) is the amount of post-tax profit attributable to each share.

Basic EPS is calculated by dividing the profit after tax attributable to equity holders of the Company

of $38,039,478 (2016: $33,520,955) by the weighted average number of ordinary shares in issue during

the year of 201,488,773 (2016: 201,484,583).

Diluted EPS reflects any commitments the Group has to issue shares in the future that would

decrease EPS. In 2017, these are in the form of share options / performance rights. To calculate the

impact it is assumed that all share options are exercised / performance rights taken, and therefore,

adjusting the weighted average number of shares.

2017

’000

2016

’000

Weighted average number of shares in issue201,489201,484

Adjustment for:

-Share options / performance rights

1,835955

203,324202,439

44KATHMANDU ANNUAL REPORT 2017
SECTION 3

OPERATING ASSETS

AND LIABILITIES

IN THIS SECTION

This section shows the assets used to generate the Group’s trading performance and the liabilities

incurred as a result. Liabilities relating to the Group’s financing activities are addressed in Section 4.

Deferred tax assets and liabilities are shown in note 2.3.

KEEPING IT SIMPLE

Working capital represents the assets and liabilities the Group generates through its trading activity.

The Group therefore defines working capital as inventory, cash, trade and other receivables and trade

and other payables.

3.1 Working capital

3.1.1 Inventor y

Accounting policies

Inventories are stated at the lower of cost and net realisable

value. Cost is determined on a weighted average cost method

and includes expenditure incurred in acquiring the inventories

and bringing them to their existing location and condition.

Net realisable value is the estimated selling price in the

ordinary course of business, less applicable variable selling

expenses. Inventory is considered in transit when the risk and

rewards of ownership have transferred to the Group.

The Group assesses the likely residual value of inventory. Stock

provisions are recognised for inventory which is expected to

sell for less than cost and also for the value of inventory likely

to have been lost to the business through shrinkage between

the date of the last applicable stocktake and balance date. In

recognising the provision for inventory, judgement has been

applied by considering a range of factors including historical

results, stock shrinkage trends and product lifecycle.

Inventory is broken down into trading stock and goods in

transit below:

2017

NZ$’000

2016

NZ$’000

Trading stock76,67881,922

Goods in transit12,52813,514

89,20695,436

Inventory has been reviewed for obsolescence and a provision

of $337,970 (2016: $396,259) has been made.

3.1.2 Cash and cash equivalents

2017

NZ$’000

2016

NZ$’000

Cash on hand172171

Cash at bank3,3526,707

Short term deposits1313

3,5376,891

The carrying amount of the Group's cash and cash equivalents

are denominated in the following currencies:

NZD9962,085

AUD2,0963,239

GBP205644

USD163921

EUR772

3,5376,891

3.1.3 Trade and other receivables

Accounting policies

Trade receivables are recognised initially at the value of

the invoice sent to the customer and subsequently at the

amounts considered recoverable (amortised cost). The

collectability of trade receivables is reviewed on an on-going

basis. Debts, which are known to be uncollectible, are written

off. A provision for doubtful receivables is established when

there is objective evidence that the Group will not be able to

collect all amounts due according to the original terms

of receivables.

45KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
2017

NZ$’000

2016

NZ$’000

Trade receivables240133

Other assets and prepayments6,0444,898

6,2845,031

Other assets include balances in relation to landlord

incentives and takeover bid costs recoverable from

Briscoe Group Limited.

The carrying amount of the Group’s trade and other

receivables are denominated in the following currencies:

NZD3,1763,335

AUD2,9331,608

GBP17588

6,2845,031

3.1.4 Trade and other payables due within one year

Accounting policies

Trade payables are recognised at the value of the invoice

received from a supplier. The carrying value of trade payables

is considered to approximate fair value as amounts are

unsecured and are usually paid by the 30th of the month

following recognition.

A provision is recognised if, as a result of a past event, the

Group has a present legal or constructive obligation that can

be estimated reliably, and it is probable that an outflow of

economic benefits will be required to settle the obligation.

2017

NZ$’000

2016

NZ$’000

Trade payables14,40212,533

Employee entitlements10,3159,793

Sundry creditors and accruals31,40127,618

Provisions6171,140

56,73551,084

The carrying amount of the Group's trade and other payables

are denominated in the following currencies:

NZD11,12911,292

AUD38,96835,602

GBP624903

EUR541

USD6,0093,246

56,73551,084

Provisions primarily relate to the restoration of leased

properties. These provisions are expected to be fully utilised

within the next 12 months.

3.1.5 Credit risk

Credit risk is the risk of financial loss to the Group if a

customer or counterparty to a financial instrument fails to

meet its contractual obligations.

RISK

EXPOSURE

ARISING FROMMONITORINGMANAGEMENT

Credit

risk

Cash and cash

equivalents

Trade

and other

receivables

Aging analysisCredit is generally

only given to

government

or local

council backed

organisations

The nature of the customer base is such that there is no

individual customer concentration of credit risk.

Exposure to credit risk

The below balances are recorded at their carrying amount

after any provision for loss on these financial instruments.

The maximum exposure to credit risk at reporting date was

(carrying amount):

2017

NZ$’000

2016

NZ$’000

Cash and cash equivalents3,5376,891

Trade receivables240133

Sundry debtors3,0982,317

6,8759,341

As at balance date the carrying amount is also considered to

approximate fair value for each of the financial instruments.

There are no past due or impaired balances.

46KATHMANDU ANNUAL REPORT 2017
The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings (if available) or to

historical information about counterparty default rates:

2017

NZ$’000

2016

NZ$’000

Cash and cash equivalents:

Standard & Poors - AA-3,2726,267

Standard & Poors - BBB+265624

Total cash and cash equivalents3,5376,891

3.2 Property, plant and equipment

KEEPING IT SIMPLE

The following section shows the physical assets used by the Group to operate the business,

generating revenues and profits. These assets include store and office fit-out, as well as equipment

used in sales and support activities.

Assets are recognised only when it is probable that future economic benefits associated with the

item will flow to the Group and the cost of the item can be measured reliably.

Accounting policies

Property, plant and equipment

All property, plant and equipment are stated at historical cost less depreciation and impairment. Historical cost includes

expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains/

losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

The assets’ residual value and useful lives are reviewed and adjusted if appropriate at each balance sheet date.

Capital work in progress is not depreciated until available for use.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than

its estimated recoverable amount.

Depreciation

Depreciation of property, plant and equipment is calculated using straight line and diminishing value methods so as to expense

the cost of the assets over their useful lives. The rates are as follows:

Leasehold improvements 10 – 50 %

Office, plant and equipment 8 – 50 %

Furniture and fittings 10 – 50 %

Computer equipment 10 – 60 %

Impairment of assets

Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount

exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

47KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Property, plant and equipment can be analysed as follows:

LEASEHOLD

IMPROVEMENT

$’000

OFFICE, PLANT &

EQUIPMENT

$’000

FURNITURE &

FITTINGS

$’000

COMPUTER

EQUIPMENT

$’000

TOTAL

$’000

Year ended 31 July 2016

Opening net book value32,4232,06517,6331,97254,093

Additions15,4171144,38881020,729

Disposals(270)(16)(158)(8)(452)

Depreciation charge(5,354)(358)(3,780)(527)(10,019)

Asset impairment(1,094)---(1,094)

Exchange differences(1,009)(30)(587)(22)(1,648)

Closing net book value40,1131,77517,4962,22561,609

As at 31 July 2016

Cost 70,4235,39132,8348,316116,964

Accumulated depreciation(30,310)(3,616)(15,338)(6,091)(55,355)

Closing net book value40,1131,77517,4962,22561,609

Year ended 31 July 2017

Opening net book value40,1131,77517,4962,22561,609

Additions7,139473,70053311,419

Disposals(962)(12)(486)(6)(1,466)

Depreciation charge(6,350)(278)(3,347)(655)(10,630)

Asset impairment-----

Exchange differences63129194

Closing net book value40,0031,53317,3922,09861,026

As at 31 July 2017

Cost 73,7945,41834,3858,580122,177

Accumulated depreciation(33,791)(3,885)(16,993)(6,482)(61,151)

Closing net book value40,0031,53317,3922,09861,026

In the previous year an impairment loss of $1,093,945 was

recognised for leasehold improvements in relation to the

closure of the United Kingdom store network.

Depreciation

2017

NZ$’000

2016

NZ$’000

Leasehold improvements6,3505,354

Office, plant and equipment278358

Furniture and fittings3,3473,780

Computer equipment655527

Total depreciation10,63010,019

Sale of property, plant and equipment

Gains and losses on disposals are determined by comparing

proceeds with carrying amount. These are included in the

statement of comprehensive income.

2017

NZ$’000

2016

NZ$’000

Loss/(gain) on sale of property,

plant and equipment

1,465466

Capital commitments

Capital commitments contracted for at balance date

include property, plant and equipment of $2,093,450

(2016: $2,8 81,7 7 1).

Depreciation expenditure is excluded from administration and

general expenses in the statement of comprehensive income.

48KATHMANDU ANNUAL REPORT 2017
3.3 Intangible assets

KEEPING IT SIMPLE

The following section shows the non-physical assets used by the Group to operate the business,

generating revenues and profits. These assets include brands, licenses, software development

and goodwill.

This section explains the accounting policies applied and the specific judgements and estimates

made by the Directors in arriving at the net book value of these assets.

Accounting policies

Goodwill

Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the cost of the acquisition over the Group’s

interest in the net fair value of the assets and liabilities of the acquiree. Separately recognised goodwill is tested annually for

impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-

generating units or groups of cash-generating units that are expected to benefit from the business combination in which the

goodwill arose.

Brand

Acquired brands are carried at original cost based on independent valuation obtained at the date of acquisition. The brand

represents the price paid to acquire the rights to use the Kathmandu brand. The brand is not amortised. Instead the brand is

tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and

is carried at cost less accumulated impairment losses.

Software costs

Software costs have a finite useful life. Software costs are capitalised and written off over the useful economic life.

Costs associated with developing or maintaining computer software programs are recognised as an expense when incurred.

Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and

that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs

include the costs of software development employees.

Software is amortised using straight line and diminishing value methods at rates of 20-67%.

Impairment

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not

be recoverable. Intangible assets that have an indefinite useful life, including goodwill, are not subject to amortisation and

are tested annually for impairment irrespective of whether any circumstances identifying a possible impairment have been

identified. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash

flows e.g. cash generating units.

49KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Intangible assets

GOODWILL

NZ$’000

BRAND

NZ$’000

SOFTWARE

NZ$’000

TOTAL

NZ$’000

Year ended 31 July 2016

Opening net book value (Note 1.3)122,835152,99511,632287,462

Additions--2,4672,467

Disposals--(14)(14)

Amortisation--(3,898)(3,898)

Exchange differences(1,361)(4,538)(35)(5,934)

Closing net book value121,474148,45710,152280,083

As at 31 July 2016

Cost 122,745148,45724,709295,911

Accumulated amortisation/impairment(1,271)-(14,557)(15,828)

Closing net book value121,474148,45710,152280,083

Year ended 31 July 2017

Opening net book value121,474148,45710,152280,083

Additions--1,8571,857

Disposals----

Amortisation--(3,196)(3,196)

Exchange differences622071270

Closing net book value121,536148,6648,814279,014

As at 31 July 2017

Cost 122,807148,66426,573298,044

Accumulated amortisation/impairment(1,271)-(17,759)(19,030)

Closing net book value121,536148,6648,814279,014

Impairment tests for goodwill and brand

The aggregate carrying amounts of goodwill and brand allocated to each unit are as follows:

GROUPGOODWILLBRAND

2017

NZ$’000

2016

NZ$’000

2017

NZ$’000

2016

NZ$’000

New Zealand45,48445,48451,00051,000

Australia76,05275,99097,66497,457

121,536121,474148,664148,457

For the purposes of goodwill and brand impairment testing, the Group operates as two cash generating units,

New Zealand and Australia. The recoverable amount of the cash generating units has been determined based

on value in use.

50KATHMANDU ANNUAL REPORT 2017
The discounted cash flow valuations were calculated using

projected five year future cash flows based on Board approved

business plans. Business plans are modelled assuming like for

like sales growth based on historical performance taking into

account changing market conditions and the continuation of

the store rollout programme. The key assumptions used for

the value in use calculation are as follows:

20172016

Terminal growth rate1.0%1.0%

New Zealand CGU pre-tax discount rate12.5%12.8%

Australia CGU pre-tax discount rate12.1%13.0%

The terminal growth rate assumption is based on a

conservative estimate considering the current inflationary

environment. Pre-tax discount rates are calculated based

on the current capital structure and cost of debt to derive a

weighted average cost of capital.

The calculations confirmed that there was no impairment

of goodwill and brand during the year (2016: nil). The Board

believes that any reasonably possible change in the key

assumptions used in the calculations would not cause the

carrying amount to exceed its recoverable amount.

The expected continued promotion and marketing of the

Kathmandu brand support the assumption that the brand has

an indefinite life.

Capital commitments

Capital commitments contracted for at balance date include

intangible assets of $850,000 (2016: $1,410,000).

51KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
SECTION 4

CAPITAL STRUCTURE AND

FINANCING COSTS

IN THIS SECTION

This section outlines how the Group manages its capital structure and related financing costs,

including its balance sheet liquidity and access to capital markets.

Capital structure is how a company finances its overall operations and growth by using

different sources of funds. The Directors determine and monitor the appropriate capital structure

of Kathmandu, specifically how much is raised from shareholders (equity) and how much is

borrowed from financial institutions (debt) in order to finance the Group’s activities both now

and in the future.

The Directors consider the Group’s capital structure and dividend policy at least twice a year ahead

of announcing results and do so in the context of its ability to continue as a going concern, to

execute strategy and to deliver its business plan.

4.1 Interest bearing liabilities

Accounting policies

Borrowings are initially recognised at fair value, net of

transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any difference between the

proceeds (net of transaction costs) and the redemption

amount is recognised in the statement of comprehensive

income over the period of the borrowings using the effective

interest method.

Borrowings are classified as current liabilities unless the Group

has an unconditional right to defer settlement of the liability

for at least 12 months after the balance sheet date.

The table below separates borrowings into current and non-

current liabilities:

2017

NZ$’000

2016

NZ$’000

Current portion--

Non-current portion10,43143,691

Total term loans10,43143,691

The Group has a multi option facility agreement with

Commonwealth Bank of Australia and ASB Bank Limited,

repayable in full on 30 June 2019, and a facility agreement

with Bank of New Zealand and National Bank of Australia,

repayable in full on 23 March 2018.

Interest is payable based on the BKBM rate (NZD borrowings),

the BBSY rate (AUD borrowings), or the applicable short term

rate for interest periods less than 30 days, plus a margin of up

to 1.30%. There are no assets pledged as security in relation to

the unsecured debt in the 2017 financial year (2016: nil).

The covenants entered into by the Group require specified

calculations of Group earnings before interest, tax,

depreciation and amortisation (EBITDA) plus lease rental costs

to exceed total fixed charges (net interest expense and lease

rental costs) at the end of each half during the financial year.

Similarly EBITDA must be no less than a specified proportion

of total net debt at the end of each six month interim period.

The calculations of these covenants are specified in the bank

facility agreements of 19 December 2011 and have been

complied with at 31 July 2017.

The current interest rates, prior to hedging, on the term loans

ranged between 2.24% - 2.52% (2016: 2.56% - 3.13%).

52KATHMANDU ANNUAL REPORT 2017
2017

NZ$’000

2016

NZ$’000

The principal of interest bearing liabilities is:

Payable within 1 year--

Payable 1 to 2 years10,43143,691

Payable 2 to 3 years--

Payable 3 to 4 years--

10,43143,691

4.1.1 Finance costs

2017

NZ$’000

2016

NZ$’000

Interest income(28)(26)

Interest expense1,8872,665

Other finance costs360344

Net exchange loss/(gain) on foreign currency borrowings(189)573

2,0303,556

Other finance costs relates to facility fees on banking arrangements.

4.1.2 Cash flow and fair value interest rate risk

Interest rate risk is the risk that fluctuations in interest rates impact the Group’s financial performance.

RISKEXPOSURE ARISING FROMMONITORINGMANAGEMENT

Interest rate riskInterest bearing liabilities at

floating rates

Cash flow forecasting

Sensitivity analysis

Interest rate swaps

Refer to section 4.2 for notional principal amounts and valuations of interest rate swaps outstanding at balance date.

A sensitivity analysis of interest rate risk on the Group’s financial assets and liabilities is provided in the table below.

At the reporting date the interest rate profile of the Group's banking facilities was (carrying amount):

2017

NZ$’000

2016

NZ$’000

Total secured loans10,43143,691

less Principal covered by interest rate swaps(37,724)(47,017)

Net Principal subject to floating interest rates

1

(27,293)(3,326)

1

Debt levels fluctuate throughout the year and as at 31 July, are at a cyclical low. Forecast debt levels are expected to remain in excess of the interest rate

swaps for a significant majority of the year.

Interest rate swaps have the economic effect of converting borrowings from floating to fixed rates. The cash flow hedge (gain)/

loss on interest rate swaps at balance date was $330,041 (2016: $697,687).

53KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Summarised sensitivity analysis

The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate risk.

A sensitivity of 1% (2016: 1%) has been selected for interest rate risk. The 1% is based on reasonably possible changes over a

financial year, using the observed range of historical data for the preceding five year period.

Amounts are shown net of income tax. All variables other than applicable interest rates are held constant. The impact on equity

is presented exclusive of the impact on retained earnings.

-1%+1%

31 JULY 2017

CARRYING AMOUNT

$’000

PROFIT

$’000

EQUITY

$’000

PROFIT

$’000

EQUITY

$’000

Derivative financial instruments (asset) / liability7,299(377)497377(479)

Financial assets

Cash3,537(25)-25-

(25)-25-

Financial liabilities

Borrowings10,431104-(104)-

104-(104)-

Total increase / (decrease)(298)497298(479)

-1%+1%

31 JULY 2016

CARRYING AMOUNT

$’000

PROFIT

$’000

EQUITY

$’000

PROFIT

$’000

EQUITY

$’000

Derivative financial instruments (asset) / liability8,133(470)777470(750)

Financial assets

Cash6,891(50)-50-

(50)-50-

Financial liabilities

Borrowings43,691437-(437)-

437-(437)-

Total increase / (decrease)(83)77783(750)

4.1.3 Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

RISKEXPOSURE ARISING FROMMONITORINGMANAGEMENT

Liquidity riskInterest bearing and

other liabilities

Forecast and actual

cash flows

Active working capital

management and flexibility in

funding arrangements

The Group has borrowing facilities of $116,772,823 / $110,000,000 AUD (2016: $116,525,424 / $110,000,000 AUD) and

operates well within this facility. This includes short term bank overdraft requirements, and at balance date no bank accounts

were in overdraft.

54KATHMANDU ANNUAL REPORT 2017
KEEPING IT SIMPLE

The table below analyses the Group’s financial liabilities and net-settled derivative financial

liabilities into relevant maturity groupings based on the remaining period at the balance date to the

contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash

flows, so will not always reconcile with the amounts disclosed on the balance sheet.

LESS THAN

1 YEAR

NZ$’000

BETWEEN

1 AND 2 YEARS

NZ$’000

BETWEEN

2 AND 5 YEARS

NZ$’000

OVER

5 YEARS

NZ$’000

Group 2017

Trade and other payables56,735---

Borrowings24210,653--

56,97710,653--

Group 2016

Trade and other payables51,084---

Borrowings1,22244,477--

52,30644,477--

The Group enters into forward exchange contracts to manage the risks associated with the purchase of foreign currency

denominated products.

The table below analyses the Group’s derivative financial instruments that will be settled on a gross basis into relevant maturity

groupings based on the remaining period at the balance date to the contractual maturity date. The amounts disclosed in the

table are the contractual undiscounted cash flows. They are expected to occur and affect the profit or loss at various dates

between balance date and the following five years.

LESS THAN

1 YEAR

NZ$’000

BETWEEN

1 AND 2 YEARS

NZ$’000

BETWEEN

2 AND 5 YEARS

NZ$’000

At 31 July 2017

Forward foreign exchange contracts

-Inflow123,172--

-Outflow(130,141)--

Net Inflow / (Outflow)(6,969)--

Net settled derivatives – interest rate swaps

Net Inflow / (Outflow)(248)(99)(24)

At 31 July 2016

Forward foreign exchange contracts

- Inflow114,330--

- Outflow(121,765)--

Net Inflow / (Outflow)(7,435)--

Net settled derivatives – interest rate swaps

Net Inflow / (Outflow)(215)(124)(44)

55KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
KEEPING IT SIMPLE

A derivative is a type of financial instrument typically used to manage risk. A derivative’s value

changes over time in response to underlying variables such as exchange rates or interest rates

and is entered into for a fixed period. A hedge is where a derivative is used to manage an

underlying exposure.

The Group is exposed to changes in interest rates on its borrowings and to changes in foreign

exchange rates on its foreign currency (largely USD) purchases. The Group uses derivatives to hedge

these underlying exposures.

Derivative financial instruments are initially included in the balance sheet at their fair value, either as

assets or liabilities, and are subsequently re-measured at fair value at each reporting date.

An interest rate swap is an instrument to exchange a fixed rate of interest for a floating rate, or vice

versa, or one type of floating rate for another.

4.2 Derivative financial instruments

Accounting policies

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-

measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is

designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as

hedges of highly probable forecast transactions (cash flow hedges).

The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as

well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its

assessment, both at hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions

have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised

in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the statement of

comprehensive income. Amounts accumulated in equity are recycled in the statement of comprehensive income in the periods

when the hedged item will affect profit or loss. However, when the forecast transaction that is hedged results in the recognition

of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are

transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting,

any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in the statement of comprehensive income. When a forecast transaction is no longer expected to occur,

the cumulative gain or loss that was reported in equity is immediately transferred to the statement of comprehensive income.

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the

transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at

year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement

of comprehensive income, except when deferred in other comprehensive income. Translation differences on monetary financial

assets and liabilities are reported as part of the fair value gain or loss.

56KATHMANDU ANNUAL REPORT 2017
Derivative financial instruments

2017

NZ$’000

2016

NZ$’000

Foreign exchange contracts

Current asset--

Current liability(6,969)(7,435)

Net foreign change contracts – cash flow hedge (asset / (liability))(6,969)(7,435)

Interest rate swaps

Non-current asset--

Current liability(65)(94)

Non-current liability(265)(604)

Net interest rate swaps – cash flow hedge (asset / (liability))(330)(698)

Total derivative financial instruments(7,299)(8,133)

The above table shows the Group’s financial derivative holdings at year end.

Interest rate swaps - cash flow hedge

Interest rate swaps are to exchange a floating rate of interest for a fixed rate of interest. The objective of the transaction is to

hedge the core floating rate borrowings of the business to minimise the impact of interest rate volatility within acceptable levels

of risk thereby limiting the volatility on the Group's financial results. The notional amount of interest rate swaps at balance date

was $37,723,992 (2016: $47,016,949). The fixed interest rates range between 2.13% and 3.52% (2016: 2.13% and 4.13%). Refer section

4.1.3 for timing of contractual cash flows relating to interest rate swaps.

Foreign exchange contracts - cash flow hedge

The objective of these contracts is to hedge highly probable anticipated foreign currency purchases against

currency fluctuations. These contracts are timed to mature when import purchases are scheduled for payment.

The notional amount of foreign exchange contracts amount to US$92,450,000, NZ$130,140,594 (2016: US$81,700,000,

NZ $121,765, 202).

No material hedge ineffectiveness for interest rate swaps or foreign exchange contracts exists as at balance date (2016: nil).

Refer to section 4.2.1 for a sensitivity analysis of foreign exchange risk associated with derivative financial instruments.

4.2.1 Foreign exchange risk

Foreign exchange risk is the risk that fluctuations in exchange rates will impact the Group’s financial performance. The Group

operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to

the AUD, USD and the GBP.

RISKEXPOSURE ARISING FROMMONITORINGMANAGEMENT

Foreign exchange riskForeign currency purchases – over

90% of purchases are in USD

Forecast purchases

Reviewing exchange rate movements

USD foreign exchange

derivatives

The Group is exposed to currency risk on any cash remitted between Australia and the United Kingdom and New Zealand. The

Group does not hedge for such remittances. Interest on borrowings is denominated in either New Zealand dollars or Australian

dollars, and is paid for out of surplus operating cashflows generated in New Zealand or Australia.

57KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Summarised sensitivity analysis

The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to foreign exchange risk.

A sensitivity of -10% / +10% (2016: -10% / +10%) for foreign exchange risk has been selected. While it is unlikely that an equal

movement of the New Zealand dollar would be observed against all currencies, an overall sensitivity of -10% / +10% (2016: -10% /

+10%) is reasonable given the exchange rate volatility observed on a historic basis for the preceding five year period and market

expectation for potential future movements.

Amounts are shown net of income tax. All variables other than applicable exchange rates are held constant. The impact on

equity is presented exclusive of the impact on retained earnings.

-10%+10%

31 JULY 2017

CARRYING

AMOUNT

$’000

PROFIT

$’000

EQUITY

$’000

PROFIT

$’000

EQUITY

$’000

Derivative financial instruments (asset) / liability7,299-(13,549)-11,086

Financial assets

Cash3,537203-(166)-

Trade receivables and sundry debtors3,338(129)-105-

74-(61)-

Financial liabilities

Trade payables56,735(3,648)-2,985-

Borrowings10,431-(594)-486

(3,648)(594)2,985486

Total increase / (decrease)(3,574)(14,143)2,92411,572

-10%+10%

31 JULY 2016

CARRYING

AMOUNT

$’000

PROFIT

$’000

EQUITY

$’000

PROFIT

$’000

EQUITY

$’000

Derivative financial instruments (asset) / liability8,133-(12,704)-10,394

Financial assets

Cash6,891384-(315)-

Trade receivables and sundry debtors2,450(30)-25-

354-(290)-

Financial liabilities

Trade payables51,084(3,183)-2,605-

Borrowings43,691-(2,415)-1,976

(3,183)(2,415)2,6051,976

Total increase / (decrease)(2,829)(15,119)2,31512,370

58KATHMANDU ANNUAL REPORT 2017
4.3 Equity

KEEPING IT SIMPLE

This section explains material movements recorded in shareholders’ equity that are not explained

elsewhere in the financial statements. The movements in equity and the balance at 31 July 2017 are

presented in the statement of changes in equity.

Accounting policies

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as

a deduction, net of tax, from the proceeds.

Dividends

Dividends are recognised through equity on the earlier of their approval by the Company’s shareholders or their payment.

4.3.1 Contributed equity - ordinary shares

2017

NZ$’000

2016

NZ$’000

Ordinary shares fully paid ($)200,209200,191

Balance at beginning of year200,191200,191

Issue of shares under Executive and Senior Management Long Term Incentive Plan18-

Balance at end of year200,209200,191

Number of issued shares

2017

NZ$’000

2016

NZ$’000

Ordinary shares issued at beginning of the year201,484201,484

Shares issued under Executive and Senior Management Long Term Incentive Plan13-

Ordinary shares issued at end of the year201,497201,484

As at 31 July 2017 there were 201,497,120 ordinary issued shares in Kathmandu Holdings Limited and these are classified as equity.

12,537 (2016: nil) were issued under the “Executive and Senior Management Long Term Incentive Plan 24 November 2010” and no

shares (2016: nil) were issued under the “Executive Share Option Plan 16 October 2009” during the year.

All ordinary shares carry equal rights in respect of voting and the receipt of dividends. Ordinary shares do not have a par value.

Refer to section 5.4 for Employee share based remuneration plans.

4.3.2 Reserves and retained earnings

Cash flow hedging reserve

The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised directly in

other comprehensive income, as described in the accounting policy in section 4.2. The amounts are recognised in profit and loss

when the associated hedged transaction affects profit and loss.

Foreign currency translation reserve

The FCTR is used to record foreign currency translation differences arising on the translation of the Group entities results and

financial position. The amounts are accumulated in other comprehensive income and recognised in profit and loss when the

foreign operation is partially disposed of or sold.

59KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Share based payments reserve

The share based payments reserve is used to recognise the fair value of share options and performance rights granted but not

exercised or lapsed. Amounts are transferred to share capital when vested options are exercised by the employee or performance

rights are granted.

Reserves

2017

NZ$’000

2016

NZ$’000

(i) Cash flow hedging reserve

Opening balance(5,531)10,360

Revaluation - gross8,142(4,470)

Deferred taxation on revaluation2.3(628)5,339

Transfer to hedged asset(7,171)(16,782)

Transfer to net profit - gross(134)22

Closing balance(5,322)(5,531)

(ii) Foreign currency translation reserve

Opening balance(19,702)(13,318)

Currency translation differences – Gross91(8,990)

Currency translation differences – Taxation2.31182,606

Closing balance(19,493)(19,702)

(iii) Share based payments reserve

Opening balance69224

Current year amortisation1,139692

Transfer to Share Capital on vesting of shares to Employees(18)-

Share Options / Performance Rights lapsed-(24)

Closing balance1,813692

Total Reserves(23,002)(24,541)

4.3.3 Dividends

2017

NZ$’000

2016

NZ$’000

Prior year final dividend paid16,11910,075

Current year interim dividend paid8,0606,044

Dividends paid ($0.12 per share (2016: $0.08))24,17916,119

4.3.4 Capital risk management

The Group’s capital includes contributed equity, reserves and retained earnings.

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to

provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the

cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return

capital to shareholders, issue new shares or sell assets to reduce debt or draw down more debt.

60KATHMANDU ANNUAL REPORT 2017
SECTION 5


OTHER NOTES

5.1 Related parties

SUBSIDIARIESEQUITY HOLDING

20172016

Milford Group Holdings Limited100%100%

Kathmandu Limited100%100%

Kathmandu Pty Limited100%100%

Kathmandu (U.K.) Limited100%100%

All subsidiary entities have a balance date of 31 July. Kathmandu Pty Limited and Kathmandu (U.K.) Limited are incorporated in

Australia and the United Kingdom, respectively. All other subsidiary entities are incorporated in New Zealand.

The principal activities of the subsidiaries are:

COUNTRY OF REGISTRATIONPRINCIPAL ACTIVITY

Milford Group Holdings LimitedNew ZealandHolding company

Kathmandu LimitedNew ZealandOutdoor retailer

Kathmandu Pty LimitedAustraliaOutdoor retailer

Kathmandu (U.K.) LimitedUnited KingdomOutdoor retailer

5.1.1 Related party disclosures

Parent and Ultimate Controlling Party

Kathmandu Holdings Limited is the immediate parent,

ultimate parent and controlling party.

During the year, legal fees of $666,413 (2016: $223,681)

were paid to Chapman Tripp for services provided to the

Group (primarily related to takeover defence activity and

property leases). John Holland is a Director of Kathmandu

Holdings Limited, and during the period was a Consultant

of Chapman Tripp. John Holland ceased to be a consultant

on 30 November 2016. As at 31 July 2017, the Group owed

outstanding legal fees of $126,591 (2016: $2,652).

During the year, operating lease costs of $223,258 (2016:

$240,478) were paid to Chalmers Properties Limited, a

subsidiary of Port Otago Limited. John Harvey is a Director of

both of these companies.

During the year the Company advanced and repaid loans

to its subsidiaries by way of an internal current account. In

presenting the financial statements of the Group, the effect

of transactions and balances between fellow subsidiaries and

those with the parent have been eliminated. All transactions

with related parties were in the normal course of business and

provided on commercial terms.

Key Management Personnel

2017

NZ$’000

2016

NZ$’000

Salaries2,8823,549

Other short-term

employee benefits

9871,327

Employee performance rights675218

4,5445,094

61KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Key management personnel include the following employees:

Executive Directors:

• Chief Executive Officer

Other Key Management Personnel:

• Chief Financial Officer

• General Manager, Product

• General Manager, Marketing, Online and International

• General Manager, Supply Chain

• General Manager, Human Resources

• Chief Information Officer

• General Manager, Retail Stores and Operations

Remuneration Detail – refer to section 5.3.

5.2 Fair values

The following methods and assumptions were used to

estimate the fair values for each class of financial instrument:

Trade debtors, trade creditors and bank balances

The carrying value of these items is equivalent to their

fair value.

Term liabilities

The fair value of the Group's term liabilities is estimated based

on current market rates available to the Group for debt of

similar maturity. The fair value of term liabilities equates to

their current carrying value.

Foreign exchange contracts and interest rate swaps

The fair value of these instruments is determined by using

valuation techniques (as they are not traded in an active

market). These valuation techniques maximise the use of

observable market data where it is available and rely as little

as possible on entity specific estimates.

Specific valuation techniques used to value financial

instruments include the fair value of interest rate swaps

calculated as the present value of the estimated future cash

flows based on observable yield curves and the fair value of

forward foreign exchange contracts determined using forward

exchange rates at the balance sheet date, with the resulting

value discounted back to present value.

These derivatives have all been determined to be within level

2 (for the purposes of NZ IFRS 13) of the fair value hierarchy

as all significant inputs required to ascertain the fair value of

these derivatives are observable.

Guarantees and overdraft facilities

The fair value of these instruments is estimated on the basis

that management do not expect settlement at face value to

arise. The carrying value and fair value of these instruments

are approximately nil. All guarantees are payable on demand.

62KATHMANDU ANNUAL REPORT 2017
5.3 Remuneration Detail

2017SHORT-TERM BENEFITS

P OST-

EMPLOYMENT

BENEFITSSHARE BASED PAYMENTS

NAME

CASH

SALARY

AND FEES

$

CASH

BONUS

$

NON-

MONETARY

BENEFITS

$

SUPER-

ANNUATION

$

PERFORMANCE

RIGHTS

1


$

EQUITY

RELATED

%

TOTAL

$

PERFORMANCE

RELATED

%

Non-Executive Directors

David Kirk236,428----0.0%236,4280.0%

John Harvey123,687----0.0%123,6870.0%

John Holland123,687----0.0%123,6870.0%

Sandra McPhee123,687----0.0%123,6870.0%

Christine Cross123,687----0.0%123,6870.0%

731,176----0.0%731,1760.0%

Executive Directors

Xavier Simonet 821,965446,891-21,170203,86613.6%1,493,89229.9%

821,965446,891-21,170203,86613.6%1,493,89229.9%

Other Key Management Personnel

Reuben Casey 366,651116,0333,12311,000121,99219.7%618,79918.8%

Other Management 1,589,914411,5209,03171,879349,28114.4%2,431,62516.9%

Total3,509,706974,44412,154104,049675,13912.8%5,275,49218.5%

1

No performance rights were vested and issued to key management personnel during 2017, this represents the accounting expense of amortising the value

of performance rights from grant date to vesting date (refer to note 5.4).

2016SHORT-TERM BENEFITS

P OST-

EMPLOYMENT

BENEFITSSHARE BASED PAYMENTS

NAME

CASH

SALARY

AND FEES

$

CASH

BONUS

$

NON-

MONETARY

BENEFITS

$

SUPER-

ANNUATION

$

PERFORMANCE

RIGHTS

1


$

EQUITY

RELATED

%

TOTAL

$

PERFORMANCE

RELATED

%

Non-Executive Directors

David Kirk241,553----0.0%241,5530.0%

John Harvey126,368----0.0%126,3680.0%

John Holland126,368----0.0%126,3680.0%

Sandra McPhee126,368----0.0%126,3680.0%

Christine Cross126,368----0.0%126,3680.0%

747,025----0.0%747,0250.0%

Executive Directors

Xavier Simonet

2

814,531556,745-20,70791,6796.2%1,483,66237.5%

Mark Todd

3

345,668-1,86710,370-0.0%357,9050.0%

1,160,199556,7451,86731,07791,6795.0%1,841,56730.2%

Other Key Management Personnel

Reuben Casey 355,00099,4002,91110,65032,8166.6%500,77719.8%

Other Management 1,914,591658,4968,42178,06393,8253.4%2,753,39623.9%

Total4,176,8151,314,64113,199119,790 218,3203.7%5,842,76522.5%

1

No performance rights were vested and issued to key management personnel during 2017, this represents the accounting expense of amortising the

value of performance rights from grant date to vesting date (refer to note 5.4).

2

Cash bonus includes payments related to sign on bonus and short term

incentives;

3

Resigned as Executive Director on 24 August 2015.

63KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
5.4 Employee Share Based Remuneration

Accounting policy

(ii) Equity settled long term incentive plan

The Executive and Senior Management Long Term Incentive plan grants Group employees performance rights subject to

performance hurdles being met. The fair value of rights granted is recognised as an employee expense in the Statement of

comprehensive income with a corresponding increase in the employee share based payments reserve. The fair value is measured

at grant date and amortised over the vesting periods. The fair value of the rights granted is measured using the Kathmandu

Holdings Limited share price as at the grant date less the present value of the dividends forecast to be paid prior to the each

vesting date. When performance rights vest, the amount in the share based payments reserve relating to those rights are

transferred to share capital. When any vested performance rights lapse upon employee termination, the amount in the share

based payments reserve relating to those rights is transferred to retained earnings.

Executive and Senior Management Long Term Incentive Plan

On 20 November 2013, shareholders approved at the Annual General Meeting the continuation of an Employee Long Term

Incentive Plan (LTI) (previously established 24 November 2010) to grant performance rights to Executive Directors, Key

Management Personnel and other Senior Management. Performance rights will vest subject to the satisfaction of

performance conditions which will be different for Executive Directors as compared with the Key Management Personnel

and Senior Management.

Executive Directors

Performance rights granted to Executive Directors are summarised below:

GRANT DATEBALANCE AT

START OF YEAR

NUMBER

GRANTED DURING

THE YEAR

NUMBER

VESTED DURING

THE YEAR

NUMBER

LAPSED DURING

THE YEAR

NUMBER

BALANCE AT THE

END OF YEAR

NUMBER

19 Dec 2016-293,078--293,078

16 Dec 2015407,463---407,463

407,463293,078--700,541

The performance rights granted on 19 December 2015 are Long Term Incentive components only.

Long Term Incentive performance rights vest in equal tranches. In each tranche the rights are subject to a combination of a

relative Total Shareholder Return (TSR) hurdle and/or an EPS growth hurdle. The relative weighting and number of tranches for

each grant date are shown in the table below:

GRANT DATETRANCHESEPS WEIGHTINGTSR WEIGHTING

19 Dec 2016150%50%

16 Dec 2015150%50%

64KATHMANDU ANNUAL REPORT 2017
The proportion of rights subject to the relative TSR hurdle

is dependent on Kathmandu Holdings Limited’s TSR

performance relative to a defined comparable group of

companies in New Zealand and Australia listed on either

the ASX or NZX. The percentage of TSR related rights vest

according to the following performance criteria:

KATHMANDU HOLDINGS LIMITED

RELATIVE TSR RANKING

% VESTING

Below the 50th percentile0%

50th percentile50%

51st – 74th percentile50% + 2% for each

percentile above

the 50th

75th percentile or above100%

The TSR performance is calculated for the following

performance periods:

TRANCHE20172016

Tranche 136 months to 1

December 2019

36 months to 1

December 2018

The fair value of the TSR rights have been valued under a

Monte Carlo simulation approach predicting Kathmandu

Holdings Limited’s TSR relative to the comparable group of

companies at the respective vesting dates for each tranche.

The fair value of TSR rights, along with the assumptions used

to simulate the future share prices using a random-walk

process are shown below:

20172016

Fair value of TSR rights$167,054$189,470

Current price at grant date$1.96$1.44

Risk free interest rate2.40%2.76%

Expected life (years)33

Expected share volatility44.3%45.7%

The estimated fair value for each tranche of rights issued is

amortised over the vesting period from the grant date.

The proportion of rights subject to the EPS growth hurdle

is dependent on the compound average annual growth in

Kathmandu Holdings Limited’s EPS relative to the year ending

31 July 2016. The applicable performance periods are:

TRANCHE2017

PERFORMANCE

PERIOD

2016

PERFORMANCE

PERIOD

Tranche 1FY19 EPS relative

to FY16 EPS

FY18 EPS relative

to FY15 EPS

The percentage of the 2017 EPS growth related rights scales

according to the compound average annual EPS growth

achieved as follows:

EPS

GROWTH

2017 %

RIGHTS

VESTING

EPS

GROWTH

2016 %

RIGHTS

VESTING

< 10%0%< 17.5%0%

>=10%, < 11%50%>=17.5%, < 18.5%50%

>=11%, < 12%60%>=18.5%, < 19.5%60%

>=12%, < 13%70%>=19.5%, < 20.5%70%

>=13%, < 14%80%>=20.5%, < 21.5%80%

>=14%, < 15%90%>=21.5%, < 22.5%90%

>=15%100%>=22.5%100%

The fair value of the EPS rights have been assessed as the

Kathmandu Holdings Limited share price as at the grant date

less the present value of the dividends forecast to be paid

prior to each vesting date. The estimated fair value for each

tranche of options issued is amortised over the vesting period

from the grant date.

65KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Key Management Personnel and Senior Management

Performance rights granted to Key Management Personnel and Senior Management, all Short Term Incentives under the

shareholder approved Employee Long Term Incentive Plan are summarised below:

1

Remaining performance rights on vesting date 31 July 2017, which were subsequently issued on 22 August 2017.

Short Term Incentive performance rights vest:

• upon the Company achieving non-market performance hurdles; and

• the employee remaining in employment with the Company until the vesting date.

The performance period and vesting dates are summarised below:

20172016

Grant Date7 Dec 2016 18 Dec 2015

Performance period (year ending)31 Jul 201731 Jul 2016

Vesting Date – Key Management Personnel and Senior Management31 Jul 201831 Jul 2017

The fair value of the rights were assessed as the Kathmandu Holdings Limited share price as at the grant date less the present

value of the dividends forecast to be paid prior to the vesting date. The fair value of each right has been calculated to be NZ$1.71

per right (2016: NZ$1.45)

The non-market performance hurdles set for the year ending 31 July 2017 were met and accordingly an expense has been

recognised in the Statement of Comprehensive Income.

Expenses arising from equity settled share based payments transactions

2017

NZ$’000

2016

NZ$’000

Executive Directors20492

Key Management Personnel and Senior Management935600

1,139692

5.5 Contingent liabilities

KEEPING IT SIMPLE

A contingent liability is a liability that is not sufficiently certain to qualify for recognition as a

provision where uncertainty may exist regarding the outcome of future events.

2017

NZ$’000

2016

NZ$’000

Liabilities outstanding under letters of credit-159

GRANT DATE

BALANCE AT

START OF YEAR

NUMBER

GRANTED DURING

THE YEAR

NUMBER

VESTED DURING

THE YEAR

NUMBER

LAPSED DURING

THE YEAR

NUMBER

BALANCE AT THE

END OF YEAR

NUMBER

07 Dec 2016-648,954-(138,632)510,322

18 Dec 2015703,183-(12,537)(20,977) 669,669

1

66KATHMANDU ANNUAL REPORT 2017
5.6 Contingent assets

There are no contingent assets in 2017 (2016: nil).

5.7 Events occurring after

the balance date

There are no events after balance date which materially

affect the information within the financial statements.

5.8 Supplementary Information

Directors fees

2017

NZ$’000

2016

NZ$’000

Directors' fees731747

Directors fees for the Parent company were paid to

the following:

• David Kirk (Chairman)

• Sandra McPhee

• John Harvey

• John Holland

• Christine Cross

2017

NZ$’000

2016

NZ$’000

Audit services - PricewaterhouseCoopers

Statutory audit133130

Half year review3230

Other assurance services*1937

Total remuneration for audit services184197

* Other assurance services relate the preparation of revenue certificates

and a treasury review in the previous year.

Audit fees

During the year the following fees were paid or payable for

services provided by the auditor of the parent entity, its

related practices and other network audit firms:

67KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
5.9 New Accounting Standards

New standards first applied in the year

There are no standards or amendments adopted by the Group since 1 August 2017 that have a significant impact on the Group.

Standards, interpretations and amendments to published standards that are not yet effective

NEW ACCOUNTING

STANDARD

EFFECTIVE DATE

APPLICABLE TO THE

GROUP

SUMMARY OF

CHANGES

GROUP

IMPACT

NZ IFRS 9

Financial

Instruments

1 August 2018Addresses the classification,

measurement and de-recognition

of financial assets and financial

liabilities and new rules for

hedge accounting.

It is not expected that the adoption of

NZ IFRS 9 will have a significant impact

on the Group’s financial statements.

In the coming year we will do a full

assessment to quantify any impact.

NZ IFRS 15

Revenue from

Contracts with

Customers

1 August 2018Establishes the reporting principles

relating to the nature, amount,

timing and uncertainty of revenue

and cash flows arising from a

contract with a customer.

It is not expected that the adoption of

NZ IFRS 15 will have a significant impact

on the Group’s financial statements.

In the coming year we will do a full

assessment to quantify any impact.

NZ IFRS 16

Leases

1 August 2019Introduces a single lessee accounting

model requiring a lessee to recognise

assets and liabilities for all leases

with a term of more than 12 months

where they are not considered low

value. A right-of-use asset will be

recognised representing the right

to use the underlying leased asset

and a lease liability representing

the obligations to make lease

payments. As a consequence, a

lessee recognises depreciation of the

right-of-use asset and interest on the

lease liability.

This standard will materially impact

the Group’s financial statements at

transition and in future years, as the

group’s operating leases (primarily in

relation to store, distribution centre

and office leases) are recognised

on balance sheet. Rental expense

currently recognised in the statement

of comprehensive income will be

replaced with depreciation and interest.

Initial assessment activities have been

undertaken on the Group’s current

leases, however the impact of the

standard will depend on the leases in

place on transition. Detailed review of

lease contracts will continue over the

next year to determine the full impact

on adoption of NZ IFRS 16.

68KATHMANDU ANNUAL REPORT 2017
PricewaterhouseCoopers

PwC Centre, Level 4, 60 Cashel Street, Christchurch Central, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, F: +64 3 374 3001, pwc.co.nz

Independent auditor’s report

To the shareholders of Kathmandu Holdings Limited

The consolidated financial statements comprise:

the consolidated balance sheet as at 31 July 2017;

the consolidated statement of comprehensive income for the year then ended;

the consolidated statement of changes in equity for the year then ended;

the consolidated statement of cash flows and the reconciliation of net profit after taxation with cash

inflow from operating activities for the year then ended; and

the notes to the consolidated financial statements, which include a summary of significant

accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Kathmandu Holdings Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the

Group as at 31 July 2017, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in theAuditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners(PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’Code of Ethics for

Professional Accountants(IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services as auditors for the Group in the areas of a share register audit and

store turnover certificates. The provision of these other services has not impaired our independence as

auditor of the Group.

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall group materiality: $2.75 million, which represents 5% of profit before

tax.

We chose profit before tax as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most commonly

measured by users, and is a generally accepted benchmark.

We agreed with the Audit and Risk Committee that we would report to them

misstatements identified during the audit above $275,000.

We have determined the following areas as key audit matters:

Carrying value of goodwill and brand intangible assets; and

Inventory valuation and existence

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

The accounting function for the Group is maintained in New Zealand, providing consistent accounting

systems and processes across the different economic jurisdictions the Group operates in. Our audit was

conducted by a New Zealand based team and the scope of our testing included the transactions of the

entire Group.

69KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
PricewaterhouseCoopers

PwC Centre, Level 4, 60 Cashel Street, Christchurch Central, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, F: +64 3 374 3001, pwc.co.nz

Independent auditor’s report

To the shareholders of Kathmandu Holdings Limited

The consolidated financial statements comprise:

the consolidated balance sheet as at 31 July 2017;

the consolidated statement of comprehensive income for the year then ended;

the consolidated statement of changes in equity for the year then ended;

the consolidated statement of cash flows and the reconciliation of net profit after taxation with cash

inflow from operating activities for the year then ended; and

the notes to the consolidated financial statements, which include a summary of significant

accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Kathmandu Holdings Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the

Group as at 31 July 2017, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in theAuditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners(PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’Code of Ethics for

Professional Accountants(IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services as auditors for the Group in the areas of a share register audit and

store turnover certificates. The provision of these other services has not impaired our independence as

auditor of the Group.

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall group materiality: $2.75 million, which represents 5% of profit before

tax.

We chose profit before tax as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most commonly

measured by users, and is a generally accepted benchmark.

We agreed with the Audit and Risk Committee that we would report to them

misstatements identified during the audit above $275,000.

We have determined the following areas as key audit matters:

Carrying value of goodwill and brand intangible assets; and

Inventory valuation and existence

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

The accounting function for the Group is maintained in New Zealand, providing consistent accounting

systems and processes across the different economic jurisdictions the Group operates in. Our audit was

conducted by a New Zealand based team and the scope of our testing included the transactions of the

entire Group.

70KATHMANDU ANNUAL REPORT 2017
Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Key audit matterHow our audit addressed the key audit matter

Carrying value of goodwill and brand

intangible assets

As disclosed in note 3.3, the Group has

$279 million of intangible assets,

including $121.5 million of Goodwill and

$148.7 million of indefinite life Brands at

31 July 2017. These assets were

recognised on acquisition of the business

in 2006. No impairment charge has been

recorded by management against these

balances in the current or previous

financial years.

Our audit focused on the intangible assets

due to the judgements and estimates that

are involved in determining whether the

“fair value” exceeds the carrying value.

Management assess whether there are

any impairment indicators each year for

each of the business units. For the

purposes of assessing whether there are

indicators of impairment of the Goodwill

and Brands, management have

determined that there are two business

units being the New Zealand and the

Australian operations.

Management prepared a valuation of the

New Zealand and Australian businesses

using a “value in use” approach. This

involves estimating future cash flows of

the respective businesses which include

assumptions and estimates, including

terminal growth rates and the weighted

average cost of capital used as the

discount rates.

There is risk that if these cash flows are

not met or there are changes in the

underlying assumptions, the assets may

be impaired.

Our audit procedures included the following:

We obtained an understanding of, and assessed

management’s processes and controls over, preparing the

valuation model used in their impairment reviews in

support of the carrying value of Goodwill and Brands. We

also assessed the Group’s ability to prepare accurate

forecasts by comparing results of historical forecasts

against actual performance.

We tested the mathematical accuracy of the valuation

model and, on a sample basis, tested the accuracy of the

inputs.

We assessed key estimates and assumptions made by

management by performing the following procedures:

Compared the reasonableness of key assumptions in

the cash flow forecasts, in particular revenue growth

and profit margins with reference to historical

performance;

Engaged an auditor’s expert to assess the weighted

average cost of capital used as the discount rates in the

models against available external data and determined

that the rates used by management were within a

reasonable range;

Obtained and evaluated management’s sensitivity

analysis to ascertain the impact of reasonably possible

changes and we performed our own independent

sensitivity calculations to quantify the downside

changes to management’s models required to consider

the effect of changes in key assumptions; and

Compared the market capitalisation of the Group at

balance date to the net assets and confirmed that

appropriate headroom existed.

We reviewed the disclosures in the financial statements to

ensure that they are compliant with the requirements of

NZ accounting standards.

We had no matters to report arising from the procedures

performed.

Key audit matterHow our audit addressed the key audit matter

Inventory valuation and existence

At 31 July 2017, the Group held

inventories of $89.2 million. Inventory

valuation and existence was an audit

focus area because of the additional risks

assessed due to the number of

stores/locations that the inventory was

held at, and the judgement applied in the

valuation of inventory on hand.

As described in note 3.1.1 of the financial

statements, inventories are carried at the

lower of cost and net realisable value on a

weighted average basis.

The Group has sophisticated systems and

processes including a barcode inventory

management system to accurately record

inventory movements.

Management engage an independent

third party to complete full stock takes at

each store twice a year. This process is

managed centrally by head office for

consistency. Daily cycle counts are

performed at the New Zealand and

Australian distribution centres.

Management pay particular attention to

inventory management. There are a

number of judgements applied in

assessing the level of provision for stock

obsolescence and inventory shrinkage

losses arising. Management provide for

shrinkage each month on a location by

location basis. The level of provision is

based on historical inventory counts and

stocktake shrinkage trends.

We performed a number of audit procedures

over inventory existence and valuation:

Observed the stocktake process at selected store

locations near period end and undertook our own test

counts.

We validated all stores had been counted twice in the

year by selecting a sample of locations not visited and

inspected the results of the stock counts and

confirmed variances were correctly accounted for and

approved by head office management;

Observed the daily stocktake process at the

Christchurch and Melbourne distribution centres near

period end and undertook our own test counts. This

process is controlled centrally by head office

management for consistency. We also validated that

the daily counts occurred by selecting a sample of days

at each location and inspected the count records

throughout the year;

Assessed the stock shrinkage provision by reviewing

the level of inventory write downs during the period.

We tested the shrinkage rate used to calculate the

provision for each store since the last stocktake by

comparing it to the actual shrinkage rate in prior

periods;

Assessed store inventory counts performed post year

end to ensure the actual level of shrinkage was

consistent with the year end provisioning;

On a sample basis tested inventory costs to supplier

invoices and contracts;

Held discussions with management, including

merchandising personnel, to understand and

corroborate the assumptions applied in estimating

inventory provisions;

On a sample basis, we tested the aging of inventory.

For our sample we agreed the purchase date recorded

in the inventory aging report to supplier invoices;

We evaluated the assumptions made by management,

and particularly the key assumption that current

shrinkage levels are consistent with historical levels, in

assessing stock obsolescence provisions through an

analysis of inventory items by category and age and

the level of inventory write downs in these categories

during the period; and

We tested that inventory on hand at the end of the

period was recorded at the lower of cost and net

realisable value by testing a sample of inventory items

to the most recent retail price.

From the procedures performed we have no matters to

report.

71KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Key audit matterHow our audit addressed the key audit matter

Carrying value of goodwill and brand

intangible assets

As disclosed in note 3.3, the Group has

$279 million of intangible assets,

including $121.5 million of Goodwill and

$148.7 million of indefinite life Brands at

31 July 2017. These assets were

recognised on acquisition of the business

in 2006. No impairment charge has been

recorded by management against these

balances in the current or previous

financial years.

Our audit focused on the intangible assets

due to the judgements and estimates that

are involved in determining whether the

“fair value” exceeds the carrying value.

Management assess whether there are

any impairment indicators each year for

each of the business units. For the

purposes of assessing whether there are

indicators of impairment of the Goodwill

and Brands, management have

determined that there are two business

units being the New Zealand and the

Australian operations.

Management prepared a valuation of the

New Zealand and Australian businesses

using a “value in use” approach. This

involves estimating future cash flows of

the respective businesses which include

assumptions and estimates, including

terminal growth rates and the weighted

average cost of capital used as the

discount rates.

There is risk that if these cash flows are

not met or there are changes in the

underlying assumptions, the assets may

be impaired.

Our audit procedures included the following:

We obtained an understanding of, and assessed

management’s processes and controls over, preparing the

valuation model used in their impairment reviews in

support of the carrying value of Goodwill and Brands. We

also assessed the Group’s ability to prepare accurate

forecasts by comparing results of historical forecasts

against actual performance.

We tested the mathematical accuracy of the valuation

model and, on a sample basis, tested the accuracy of the

inputs.

We assessed key estimates and assumptions made by

management by performing the following procedures:

Compared the reasonableness of key assumptions in

the cash flow forecasts, in particular revenue growth

and profit margins with reference to historical

performance;

Engaged an auditor’s expert to assess the weighted

average cost of capital used as the discount rates in the

models against available external data and determined

that the rates used by management were within a

reasonable range;

Obtained and evaluated management’s sensitivity

analysis to ascertain the impact of reasonably possible

changes and we performed our own independent

sensitivity calculations to quantify the downside

changes to management’s models required to consider

the effect of changes in key assumptions; and

Compared the market capitalisation of the Group at

balance date to the net assets and confirmed that

appropriate headroom existed.

We reviewed the disclosures in the financial statements to

ensure that they are compliant with the requirements of

NZ accounting standards.

We had no matters to report arising from the procedures

performed.

Key audit matterHow our audit addressed the key audit matter

Inventory valuation and existence

At 31 July 2017, the Group held

inventories of $89.2 million. Inventory

valuation and existence was an audit

focus area because of the additional risks

assessed due to the number of

stores/locations that the inventory was

held at, and the judgement applied in the

valuation of inventory on hand.

As described in note 3.1.1 of the financial

statements, inventories are carried at the

lower of cost and net realisable value on a

weighted average basis.

The Group has sophisticated systems and

processes including a barcode inventory

management system to accurately record

inventory movements.

Management engage an independent

third party to complete full stock takes at

each store twice a year. This process is

managed centrally by head office for

consistency. Daily cycle counts are

performed at the New Zealand and

Australian distribution centres.

Management pay particular attention to

inventory management. There are a

number of judgements applied in

assessing the level of provision for stock

obsolescence and inventory shrinkage

losses arising. Management provide for

shrinkage each month on a location by

location basis. The level of provision is

based on historical inventory counts and

stocktake shrinkage trends.

We performed a number of audit procedures

over inventory existence and valuation:

Observed the stocktake process at selected store

locations near period end and undertook our own test

counts.

We validated all stores had been counted twice in the

year by selecting a sample of locations not visited and

inspected the results of the stock counts and

confirmed variances were correctly accounted for and

approved by head office management;

Observed the daily stocktake process at the

Christchurch and Melbourne distribution centres near

period end and undertook our own test counts. This

process is controlled centrally by head office

management for consistency. We also validated that

the daily counts occurred by selecting a sample of days

at each location and inspected the count records

throughout the year;

Assessed the stock shrinkage provision by reviewing

the level of inventory write downs during the period.

We tested the shrinkage rate used to calculate the

provision for each store since the last stocktake by

comparing it to the actual shrinkage rate in prior

periods;

Assessed store inventory counts performed post year

end to ensure the actual level of shrinkage was

consistent with the year end provisioning;

On a sample basis tested inventory costs to supplier

invoices and contracts;

Held discussions with management, including

merchandising personnel, to understand and

corroborate the assumptions applied in estimating

inventory provisions;

On a sample basis, we tested the aging of inventory.

For our sample we agreed the purchase date recorded

in the inventory aging report to supplier invoices;

We evaluated the assumptions made by management,

and particularly the key assumption that current

shrinkage levels are consistent with historical levels, in

assessing stock obsolescence provisions through an

analysis of inventory items by category and age and

the level of inventory write downs in these categories

during the period; and

We tested that inventory on hand at the end of the

period was recorded at the lower of cost and net

realisable value by testing a sample of inventory items

to the most recent retail price.

From the procedures performed we have no matters to

report.

72KATHMANDU ANNUAL REPORT 2017
Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not express

any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated. If, based on the work we have performed on the other information that we

obtained prior to the date of this auditor’s report, 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 consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control

as the Directors determine is necessary to enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability 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 have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements,

as a whole, are 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 ISAs NZ and ISAs 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 these consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Nathan Wylie.

For and on behalf of:

Chartered AccountantsChristchurch

26 September 2017

73KATHMANDU ANNUAL REPORT 2017STATUTORY INFORMATION
Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not express

any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated. If, based on the work we have performed on the other information that we

obtained prior to the date of this auditor’s report, 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 consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control

as the Directors determine is necessary to enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability 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 have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements,

as a whole, are 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 ISAs NZ and ISAs 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 these consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Nathan Wylie.

For and on behalf of:

Chartered AccountantsChristchurch

26 September 2017

STATUTORY INFORMATION

Employee remuneration

The Group operates in New Zealand, Australia and the

UK where remuneration market levels differ. The offshore

remuneration amounts are converted into New Zealand

dollars. Of the employees noted in the table below, 51% are

employed by the Group outside New Zealand. During the year

a number of employees or former employees, not being Non-

Executive Directors of the Group, received remuneration and

other benefits that exceeded NZ$100,000 in value as follows:

REMUNERATION

NUMBER OF

EMPLOYEES

$$

100,000 - 110,000 18

110,000 - 120,000 14

120,000 - 130,000 7

130,000 - 140,000 7

140,000 - 150,000 10

150,000 - 160,000 5

160,000 - 170,000 5

170,000 - 180,000 1

180,000 - 190,000 1

190,000 - 200,000 1

200,000 - 210,000 3

210,000 - 220,000 3

240,000 - 250,000 1

250,000 - 260,000 1

290,000 - 300,000 1

310,000 - 320,000 1

340,000 - 350,000 2

460,000 - 470,000 1

490,000 - 500,000 1

1,280,000 - 1,290,000 1

Distribution of shareholders and holdings

NUMBER

OF

HOLDERS

%NUMBER OF

ORDINARY

SHARES

%

1 to 9991,00628%541,4320%

1,000 to 4,9991,54242%4,222,6392%

5,000 to 9,99954215%4,089,6702%

10,000 to 99,99949514%12,464,5956%

100,000 and over411%180,848,45390%

Total3,624 100%202,166,789100%

The details set out above were as at 15 September 2017.

The Company has only one class of shares on issue, ordinary

shares, and these shares are listed on the NZX and ASX.

There are no other classes or equity security currently

on issue. The Company’s ordinary shares each carry a

right to vote on any resolution on a poll at a meeting of

shareholders. Holders of ordinary shares may vote at a

meeting in person, or by proxy, representative or attorney.

Voting may be conducted by voice, by show of hands, or

poll. There are no voting rights attached to options.

There were 166 shareholders holding less than a marketable

parcel, as defined by ASX Listing Rules, of the Company’s ordinary

shares, based on the market price as at 15 September 2017.

There are no restricted securities or securities subject to

voluntary escrow on issue.

Limitations on the acquisition

of securities

The Company is not subject to Chapters 6, 6A, 6B and 6C

of the Corporations Act 2001 (Australia) dealing with the

acquisition of shares (i.e. substantial holdings and takeovers).

Limitations on the acquisition of the securities imposed by

the jurisdiction in which the Company is incorporated

(New Zealand) are:

(a) In general, securities in the Company are freely

transferable and the only significant restrictions or

limitations in relation to the acquisition of securities are

those imposed by New Zealand laws relating to takeovers,

overseas investment and competition.

(b) The New Zealand Takeovers Code creates a general

rule under which the acquisition of 20% or more of

the voting rights in the Company or the increase of an

existing holding of 20% or more of the voting rights of

the Company can only occur in certain permitted ways.

These include a full takeover offer in accordance with the

Takeovers Code, a partial takeover offer in accordance

with the Takeovers Code, an acquisition approved by

an ordinary resolution, an allotment approved by an

ordinary resolution, a creeping acquisition (in certain

circumstances) or compulsory acquisition of a shareholder

holds 90% or more of the shares of the Company.

(c) The New Zealand Overseas Investment Act 2005 and

Overseas Investment Regulations 2005 (New Zealand)

regulate certain investments in New Zealand by overseas

persons. In general terms, the consent of the New Zealand

Overseas Investment Office is likely to be required where

an “overseas person” acquires shares in the Company

that amount to 25% or more of the shares issued by the

Company, or if the overseas person already holds 25% or

more, the acquisition increases that holding.

74KATHMANDU ANNUAL REPORT 2017
(d) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition

would have, or would be likely to have, the effect of substantially lessening competition in the market.

Substantial security holders

According to notices given under the Securities Markets Act 1988 (New Zealand), the substantial security holders in ordinary

shares (being the only class of listed voting securities) of the Company and their relevant interests according to the substantial

security holder file as at 15 September 2017, were as follows:

ORDINARY SHARES%

Briscoe Group Limited (30 June 2015)40,095,43219.8 %

TA Universal Investment Holdings and others (15 August 2017)24,212,66412.0%

Novaport Capital (28 July 2017)15,194,5137. 5 %

Challenger Limited (28 July 2017)15,313,7417. 6 %

Harbour Asset Management Limited (11 April 2017)12,374,3726.1%

As at 15 September 2017, the Company had 202,166,789 ordinary shares on issue.

Principal shareholders

The names and holdings of the twenty largest shareholders as at 15 September 2017 were:

NAMEORDINARY SHARES%

1NEW ZEALAND CENTRAL SECURITIES DEPOSITORY LIMITED 4 0,496,72020.10%

2BRISCOE GROUP LIMITED 40,095,43219.9 0 %

3J P MORGAN NOMINEES AUSTRALIA LIMITED 34,941,5521 7. 3 4 %

4NATIONAL NOMINEES LIMITED 22,121,67410.98%

5HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5,9 9 9,9742.98%

6CITICORP NOMINEES PTY LIMITED 5,27 9,0702.62%

7BNP PARIBAS NOMS PTY LTD 3,010,2241.49%

8UBS NOMINEES PTY LTD 1,76 6,3260.88%

9FORSYTH BARR CUSTODIANS LIMITED 1,374,0780.68%

10NEW ZEALAND DEPOSITORY NOMINEE LIMITED 1,128,2600.56%

11RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 1,093,7060.54%

12CITICORP NOMINEES PTY LIMITED 845,2020.42%

13WARBONT NOMINEES PTY LTD 842,1920.42%

14WARBONT NOMINEES PTY LTD 751,3730.37%

15FNZ CUSTODIANS LIMITED 734,8100.36%

16UBS NEW ZEALAND LIMITED 605,0000.30%

17LEVERAGED EQUITIES FINANCE LIMITED 530,6500.26%

18FORSYTH BARR CUSTODIANS LIMITED 517,1550.26%

19ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD 425,93 40.21%

20HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 393,4910.20%

75KATHMANDU ANNUAL REPORT 2017STATUTORY INFORMATION
Directors’ shareholdings

Directors held interests in the following shares of the Company

at 31 July 2017:

John Hollandbeneficially owned122,033

David Kirkbeneficially owned62,150

Sandra McPheebeneficially owned58,823

John Harveybeneficially owned51,563

Xavier Simonetbeneficially owned13,810

Share dealings by directors

In accordance with Section 148(2) of the Companies Act 1993, the Board has not received any disclosures from the Directors in

relation to acquisitions or disposals of relevant interests in the Company between 1 August 2016 and 31 July 2017. .

Subsidiary company directors

Section 211(2) of the Companies Act 1993 requires the Company to disclose, in relation to its subsidiaries, the total remuneration

and value of other benefits received by Directors and former Directors, and particulars of entries in the interests registers made

during the year ended 31 July 2017.

No subsidiary has Directors who are not full-time employees of the Group.

The remuneration and other benefits of such employees (received as employees) totalling $100,000 or more during the

year ended 31 July 2017, are included in the relevant bandings for remuneration disclosed at the beginning of the “Statutory

Information” section of this annual report.

No employee of the Group appointed as a Director of Kathmandu Holdings Limited or its subsidiaries receives or retains any

remuneration or other benefits in their capacity as a Director.

The persons who held office as Directors of subsidiary companies at 31 July 2017, and those who ceased to hold office during the

year ended 31 July 2017, are as follows:

Milford Group Holdings Limited

Reuben Casey, Xavier Simonet

Kathmandu Limited

Reuben Casey, Xavier Simonet

Kathmandu Pty Limited

Paul Stern, Reuben Casey, Xavier Simonet

Kathmandu (U.K.) Limited

Reuben Casey, Xavier Simonet

76KATHMANDU ANNUAL REPORT 2017
Disclosure of interests by directors

In accordance with Section 140(2) of the Companies Act 1993, the Directors named below have made a general disclosure of

interest, by a general notice disclosed to the Board and entered in the Company’s interests register. General notices given by

Directors which remain current as at 31 July 2017 are as follows:

DAVID KIRK

TradeMe Group LimitedChairman

New Zealand Foodshare TrustChairman

Sydney Grammar School Board of TrusteesChairman

NZ Rugby Players AssociationChairman

Bailador Investment Management Pty LimitedManaging Partner

Bailador Technology Investments Limited (including investee companies)Director

Forsyth Barr Group LimitedDirector

JOHN HARVEY

New Zealand Opera LimitedChairman

Stride Property Limited (formerly DNZ Property Fund Limited)Director

Port Otago LimitedDirector

Heartland Bank LimitedDirector

Ballance Agri-Nutrients LimitedDirector

Resource Coordination Partnership LimitedAdvisor to the Board

SANDRA McPHEE

Fairfax Media LimitedDirector

JP Morgan Advisory CouncilMember

St Vincents and Mater Health Sydney Community Advisory CouncilChairman

NSW Public Service Commission Advisory BoardMember

Australian Public Service Commission Advisor

JOHN HOLLAND

Southbase Construction LimitedChairman

Carter GroupConsultant

Glasson Trustee Limited Director

Ryman HealthcareConsultant

The Court Theatre FoundationTrus tee

CHRISTINE CROSS

Sonae Group plcDirector

Brambles LimitedDirector

Fenwick LimitedDirector

Hilton Food Group plcDirector

Coca Cola European Partners plcDirector

Warburg Pincus LLCRetail Advisor

Apax Private EquityRetail Advisor

77KATHMANDU ANNUAL REPORT 2017STATUTORY INFORMATION
Directors’ and officers’ insurance and indemnity

The Group has arranged, as provided for under the Company’s Constitution, policies of Directors’ and Officers’ Liability Insurance

which, with a Deed of Indemnity entered into with all Directors, ensures that generally Directors will incur no monetary loss

as a result of actions undertaken by them as Directors. Certain actions are specifically excluded, for example, the incurring of

penalties and fines which may be imposed in respect of breaches of the law.

Use of company information

There were no notices from Directors of the Company requesting to use Company information received in their capacity as

Directors which would not otherwise have been available to them.

Group structure

Kathmandu Holdings Limited owns 100% of the following companies:

Milford Group Holdings Limited

Kathmandu Limited

Kathmandu Pty Limited

Kathmandu (UK) Limited

Directors’ details

David Kirk Chairman, Non-Executive Director

Xavier Simonet Managing Director and Chief Executive Officer

John Harvey Non-Executive Director

Christine Cross Non-Executive Director

John Holland Non-Executive Director

Sandra McPhee Non-Executive Director

Executives’ details

Xavier Simonet Chief Executive Officer

78KATHMANDU ANNUAL REPORT 2017
DIRECTORY

The details of the Company’s principal administrative and registered office in New Zealand is:

223 Tuam Street

Christchurch Central

PO Box 1234

Christchurch 8011

Share registry

In New Zealand: Link Market Services (LINK)

Physical Address: Level 11, Deloitte Centre,

80 Queen Street, Auckland 1010

New Zealand

Postal Address: PO Box 91976,

Auckland, 1142

New Zealand

Telephone: +64 9 375 5999

Investor enquiries: +64 9 375 5998

Facsimile: +64 9 375 5990

Internet address: www.linkmarketservices.com

In Australia: Link Market Services (LINK)

Physical Address: Level 1, 333 Collins Street

Melbourne, VIC 3000

Australia

Postal Address: Locked Bag A14

Sydney, South NSW 1235

Australia

Telephone: +61 2 8280 7111

Investor enquiries: +61 2 8280 7111

Facsimile: +61 2 9287 0303

Internet address: www.linkmarketservices.com.au

Stock exchanges

The Company’s shares are listed on the NZX and the ASX.

Incorporation

The Company is incorporated in New Zealand.

79KATHMANDU ANNUAL REPORT 2017STORE LOCATIONS
NORTH ISLAND

Albany

Auckland (Queen Street)

Auckland (Victoria Street)

Botany

Broadway

Coastlands

Gisborne

Hamilton

Hastings

Lyall Bay

Manukau

Masterton

Napier

New Plymouth

Onehunga Outlet Store

Otaki Outlet Store

Palmerston North

Petone

Pukekohe

Rotorua

St Lukes

Sylvia Park

Takapuna

Taupo

Tauranga (Bayfair)

Tauranga CBD

Tauranga (Fraser Cove)

Te Rapa

Waitakere

Wanganui

Whakatane

Whangarei

Wellington

Westgate

Willis Street Outlet Store

SOUTH ISLAND

Ashburton

Blenheim

Christchurch (Madras Street)

Dunedin

Invercargill

Nelson

Papanui

Queenstown

Riccarton Outlet Store

The Palms

Timaru

Tower Junction

NEW ZEALAND kathmandu.co.nz

London (High Street Kensington)

UNITED KINGDOM kathmandu.co.uk

STORE LOCATIONS

AUSTRALIA kathmandu.com.au

VIC

Ballarat

Bendigo

Blackburn

Camberwell

Chadstone Inner

Chadstone Outer

Doncaster

Emporium

Essendon DFO Outlet Store

Eastland

Fitzroy

Fountain Gate

Frankston

Geelong

Hampton East

Highpoint

Knox

Melbourne (Elizabeth Street)

Moonee Ponds

Moorabbin DFO Outlet Store

Northland

Nunawading Outlet Store

Prahran (Chapel Street)

Richmond

Shepparton

Smith Street Outlet Store

South Wharf DFO Outlet Store

Southland

Spencer Street Outlet Store

Traralgon

Uni Hill Outlet Store

Warrnambool

Watergardens

Werribee

NSW

Albury

Birkenhead Point Outlet Store

Bondi Junction

Burwood

Byron Bay

Castle Towers

Charlestown

Chatswood

Coffs Harbour

Cronulla

Eastgardens

Erina Fair

Hornsby

Homebush DFO

Macarthur

Macquarie

Miranda

Newcastle

Orange

Parramatta

Paramatta Westfield

Penrith

Sydney City (Kent Street)

Sydney City (Pitt Street)

Redyard (Auburn)

Rouse Hill

Shellharbour

Tamwor th

The Rocks

Tuggerah

Wagga Wagga

Warringah

Wetherill Park

Wollongong

SA

Adelaide Harbour Town Outlet Store

Adelaide (Rundle Street)

Adelaide (Rundle Mall)

Glenelg

Marion

Tea Tree (Modbury)

West Lakes

ACT

Belconnen

Canberra Centre

Canberra Outlet Store

Woden

QLD

Brisbane City

Cairns

Carindale

Chermside

Fortitude Valley

Gold Coast Harbour Town

Hervey Bay

Indooroopilly

Jindalee Outlet Store

Kawana

Mackay

Mt Gravatt

North Lakes

Pacific Fair (Broadbeach)

Robina

Rockhampton

Southport

Springfield

Toowoomba

Townsville

TAS

Devonport

Hobart (Salamanca Square)

Hobart CBD (Elizabeth Street)

Launceston

WA

Belmont

Bunbury

Carousel

Cockburn

Cottesloe

Fremantle

Innaloo

Joondalup

Mandurah

Morley

Perth CBD

Perth Harbourtown Outlet Store

Whitford

NT

Casuarina

80KATHMANDU ANNUAL REPORT 2017
NOTES

Design direction by Kathmandu.
Design and print production by MOSHA.

This document is digitally printed on an environmentally

responsible paper, produced using Elemental Chlorine Free

(ECF), FSC

®

certified, Mixed Source pulp from Responsible

Sources, and manufactured under strict ISO14001

Environmental Management System.

KATHMANDU HOLDINGS LIMITED
ANNUAL REPORT 2017

kathmanduholdings.com

---

kathmandu.com.au
kathmandu.co.nz

kathmandu.co.uk

kathmanduoutdoor.com

Annual

Report 2017

OUR
STORY

We were born in New Zealand

— a breathtaking country where

isolation breeds innovation and

the hunger to explore.

For 30 years we have designed gear

to endure the rugged landscapes of

our homeland, and to outfit the

adventurous spirit of our people.

With Kiwi ingenuity, and an open

mind, we continuously adapt our

gear to endure different weather

conditions, diverse terrain and the

ever-changing needs of travellers.

We act with people and the planet in

mind — from the creative minds of

our designers to the careful hands of

our suppliers, to backs of our

customers all around the world.

We believe that adventure begins

when you pack your bag.

We are Kathmandu.

Original.

Sustainable.

Engineered.

Adaptive.

These four principles are the

foundation of every piece that

carries the Kathmandu logo.

They’re the basis of the questions

we ask ourselves throughout the

design and manufacturing process.

FINANCIAL
HIGHLIGHTS

445.3m

7. 5 %1.726m

Online % of total salesSummit club members

15.9% online sales growth 127,000 active members

5 7. 0m38.0m

EBIT $

5.5%

Sales $

6.9m13cps

Same store sales growth

Net debt $

4.6%, 5.8% at constant currency

Dividend

29.9M reduction, record low debt 18.2%

AU 6.9% NZ 3.6%

Net profit after tax $

12.0% 13.5%

2KATHMANDU ANNUAL REPORT 2017

Launched international wholesale
and responsive website

4

Four quarters

of continued

same store

sales growth

Implemented

automated

distribution centre

in Australia

new stores

opened in

Australia

Record low

net debt

Record full

year dividend

3KATHMANDU ANNUAL REPORT 2017INTRODUCTION

CONTENTS
NOTICE OF ANNUAL MEETING 2017

11.00 am Friday

24 November 2017

Collins Square

727 Collins Street

Melbourne

Australia

Chairman and CEO’s Letter

Result and Financial Performance

Substainability Highlights

The Board

Management Team

Directors' Report

Corporate Governance

Financial Statements

Statutory Information

Directory

5

7

10

12

13

14

24

29

73

78

4KATHMANDU ANNUAL REPORT 2017

CHAIRMAN
AND CEO’S

LETTER

DAVID KIRK

CHAIRMAN

XAVIER SIMONET

MANAGING DIRECTOR AND

CHIEF EXECUTIVE OFFICER

2017 was a successful year where

we again improved our financial

performance in a challenging and

competitive retail environment.

We were pleased to achieve strong

same store sales growth driven

by innovative new products and

inspiring digital content. In addition

to top line growth, continued

cost control and working capital

efficiency resulted in very solid

profit growth. Our financial position

strengthened further during FY2017,

and we ended the year with lower

inventory and record low net debt.

We commenced new international

wholesale relationships, and while

we are still early into our wholesale

journey, we are committed to

developing new international

channels for the Kathmandu brand.

Growth Strategies

and Investments

Kathmandu’s strategy can

be divided in to two streams.

Continuous improvement in our

core Australasian market, and

international growth initiatives to

grow in new markets and channels.

Continuous improvement (Australasia):

• Elevate brand distinctiveness

through product design and

innovation, with a focus on our

expertise in adventure travel;

• Inspire our customers and

engage with our Summit Club

members with a focus on social

media and digital channels;

• Refine the structure of promotions

to leverage foot traffic in key

trading periods, increase basket

size, and maximise gross profit;

• Provide a channel agnostic

offer, with one range available

to all customers wherever

they choose to purchase;

• Continue to improve cost efficiency,

through infrastructure investments,

automation and leveraging

advertising content across social

and digital media channels;

• Invest in new stores where return

on investment is justified;

• Invest in existing stores to

refine visual merchandising,

product presentation, optimise

allocation and improve the

customer experience to deliver

same store sales growth.

International growth strategies:

• Leverage our brand equity and

online platform to expand

internationally using a capital light

model across a variety of business

models appropriate for the market;

• Evaluate opportunities to offer

our products on international

marketplace sites where

strategically relevant;

5KATHMANDU ANNUAL REPORT 2017CHAIRMAN AND CEO'S LETTER

• Further investment in our online
platform will be made to further

improve usability and functionality.

Sustainability

As a key value of Kathmandu,

sustainability is an integral part of

our business. Our goal is Australasian

industry leadership in sustainability.

Key achievements during the

year include the launch of our 5

Green Star distribution centre in

Melbourne, partnering with Bluesign

to eliminate harmful chemicals

in our supply chain and winning

the Banksia “Large Business

Sustainability Leadership” award.

Full details of our progress can be

found in our 2017 Sustainability

Report, released in conjunction

with our Annual Report and

prepared in accordance with the

Global Reporting Initiative (GRI).

People

Directors Christine Cross and John

Holland retired from the Board in

October. Christine has brought deep

retail experience and understanding to

the Board, while John’s understanding

of the business, combined with his

legal and commercial judgement will

be sorely missed by the Board. We

thank Christine and John very much

for their service and wish them all

the best in their other endeavours.

Two new directors joining the

Board are Philip Bowman and Brent

Scrimshaw who were appointed

after an extensive international

search. We are delighted that Philip

and Brent have agreed to join the

Board. They both bring absolutely

first class understanding of retail,

brand development and international

markets. They are a great fit for the

next stage of Kathmandu's journey.

"As a key value

of Kathmandu,

sustainability is

an integral part

of our business".

David Kirk

Chairman

Xavier Simonet

Managing Director and

Chief Executive Officer

Dividend

The Director’s have declared a final

dividend of 9 cents per share, which

with the 4 cents interim dividend

makes a total payout of 13 cents per

share, and increase of 2 cents per

share compared to last year. The

final dividend will be fully imputed for

New Zealand shareholders and fully

franked for Australian shareholders.

Outlook

As a product and brand led business,

we are focused on engaging our

customers by creating distinctive,

sustainable, quality products and by

promoting our brand authenticity.

In the year ahead, we will strive

to grow in our core markets.

Maintaining gross margin, and

delivering operating efficiency

remain a key management focus.

As we look forward, we are excited

about the wholesale trials we

are conducting in Europe, and

remain committed to developing

new international channels for

the Kathmandu brand.

6KATHMANDU ANNUAL REPORT 2017

RESULT AND
FINANCIAL PERFORMANCE

KEY PERFORMANCE INDICATORS20172016

162164Store count

26.1%

$

1.80

$

2.27Share Price

7.9%

1.599m

1.726mSummit club members

0.5%1,8951,90 4Employees

18.1%11.0cps13.0cpsDividend

13.9%16.6cps18.9cpsEarnings per share

NPAT 13.5%

$

33.5m

$

38.0m

EBIT

EBIT margin

12.0%

$

50.9m

12.0%

$

5 7. 0m

12.8%

EBITDA

EBITDA margin

9.4%

$

64.8m

15.2%

$

70.8m

15.9%

Operating expenses

Operating expenses % of sales

1.8%

$

201.6m

47.4%

$

205.4m

46.1%

Gross profit

Gross margin

3.7%

$

266.4m

62.6%

$

276.2m

62.0%

Sales

Same store sales growth

4.6%

$

425.6m

4.4%

$

445.3m

5.5%

(81.3)%

$

36.8m

$

6.9mNet Debt

7KATHMANDU ANNUAL REPORT 2017RESULTS

"Our financial
position continued

to strengthen during

FY2017, and we ended

the year with lower

inventory and record

low net debt".

For FY2017 we were pleased to achieve

strong same store sales growth driven

by innovative new products and

inspiring digital content. In addition

to top line growth, continued cost

control and working capital efficiency

delivered very solid profit growth.

Our financial position continued

to strengthen during FY2017, and

we ended the year with lower

inventory and record low net debt.

Group sales of $445.3m increased

by 4.6% overall, with an increase in

same store sales of 5.5% measured at

constant exchange rates. By country

the change in same store sales was:

• Australia +6.9%

• New Zealand +3.6%

Gross profit increased by $9.8m

(3.7%), however gross margin

(62.0%) was 60bps lower than last

year. This sits in the middle of our

long-term target range 61% to 63%.

Sourcing negotiations, product

newness, price action and improved

stock control all helped to offset

the gross margin challenges caused

by higher input costs as a result of

foreign currency. By country the

change in gross margins were:

• Australia +002bps

• New Zealand -220bps

Our foreign currency forward hedging

policy is on a 12 month basis with

prescribed levels of maximum

hedging beyond 6 months.

Operating Expenses excluding

depreciation, amortisation and

financing costs increased by $3.8m

(1.9%), however as a percentage of

sales decreased from 47.4% to 46.1%.

Efficiencies were achieved through

optimising retail labour, targeting

advertising expenditure towards

promotional periods and increasing

spending mix towards more effective

digital channels. Support office costs

also benefited from the full year impact

of the structural review completed

during FY2016. Rental costs increased

as a percentage of sales due to the full

year impact of the new support office

in Christchurch and a new distribution

centre in Melbourne. Operating cost

efficiency remains a key area of focus

in FY2018, with our aim to further drive

operating leverage within the business.

Capital expenditure decreased by

$9.9m (43%) compared to FY2016.

This is mainly due to physical

infrastructure investments made in

our partly automated warehousing

facility in Melbourne and a new

support office (Christchurch) in the

prior year. The investment made in

“bricks and mortar” retail, (new stores,

relocations and refurbishments),

increased by $1.5m (19%). Technology

investments decreased by $0.4m

(19%) as investments were focussed

on online enhancements, including

responsive website design and

product lifecycle management.

Depreciation and amortisation

expense decreased by $0.1m (0.7%),

as the impact of capital expenditure

was offset by existing assets

being fully depreciated. Capital

expenditure in FY2018 will be higher

than FY2017, as investments will be

made in existing retails sites timed

with reference to lease renewals,

new stores, and increasing systems

spend as investments are made

in omni-channel infrastructure.

Finance costs reduced as a

result of lower average debt levels

throughout the year, and a decline

in effective interest rates.

Inventory levels decreased by $6.2m

(6.5%), and by 7.6% on a per store

basis (constant exchange rates)

as we continue focus on improving

stock turnover. Ongoing benefits

were realised from investments in

demand planning software which

has enabled more accurate buying

to reflect store range differences.

Taxation The effective tax rate

increased to c.31% from c.29%. This

increase is due to higher non-deductible

expenditure relating to legal fees and

long term incentive performance rights.

8KATHMANDU ANNUAL REPORT 2017

9KATHMANDU ANNUAL REPORT 2017RESULTS
"Sales growth was driven by innovative new

products and inspiring digital content".

B+ in the Ethical
Fashion Guide

supporting

worker’s rights

Partnered with

bluesign

®

to

eliminate harmful

chemicals

OUR TOP 10

SUSTAINABILITY

HIGHLIGHTS

Won the Banksia ‘Large

Business Sustainability

Leadership’ award and

two APC awards

Increased sustainable

cotton from 59% to 74%

74

%

Recycled 3.9 million

plastic bottles

3.9

M

10KATHMANDU ANNUAL REPORT 2017

8.5 million bottles of water saved
8.5

M

899kg of clothes donated

to Red Cross shops

899

kg

Launched our 5 Green Star

AU Distribution Centre

5

Ranked #2 in the outdoor

and sports category 2017

Textile Exchange Preferred

Fibres and Materials report

Increased recycling rate

from 69% to 72%. 106 stores

now recycling polybags

11KATHMANDU ANNUAL REPORT 2017SUSTAINABILITY HIGHLIGHTS

1 DAVID KIRK CHAIRMAN
Mr Kirk is the Chairman of Trade Me Group Ltd, the co-

founder and Managing Partner of Bailador Investment

Management, and sits on the Board of Bailador portfolio

companies. Mr Kirk’s Executive Management career has

seen him hold Chief Executive Officer roles at Fairfax Media

and PMP Limited and the Regional President (Australasia)

for Norske Skog.

2 XAVIER SIMONET

MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

Joined Kathmandu in July 2015 with over 20 years

international experience in building brands and

developing successful retail businesses in fashion,

apparel, accessories and related products.

Prior roles include CEO of Radley (London), VP & GM

International of DB Apparel, 11 years at LVMH (primarily

Asia-Pacific) and International Director of Seafolly.

3 PHILIP BOWMAN (appointed 2 October 2017)

NON-EXECUTIVE DIRECTOR

Mr Bowman has extensive experience in retail including

roles as CFO of Bass, CEO of Bass Taverns, Executive

Chairman of Liberty PLC, CEO of Allied Domecq, Chairman

of Coral Eurobet, CEO of Scottish Power and CEO of Smiths

Group. He has held office as an independent director of

BSkyB, Scottish & Newcastle and Berry Bros. & Rudd. He

currently sits on the boards of Burberry Group, Ferrovial

SA, and is Chairman of Majid al Futtaim Properties and

housebuilder The Miller Homes Group (UK).

4 JOHN HARVEY NON-EXECUTIVE DIRECTOR

Mr Harvey is a professional director with a background in

accounting and professional services, including 23 years

as a partner of PricewaterhouseCoopers where he held a

number of leadership and governance roles. Mr Harvey has

extensive experience in financial reporting, governance,

information systems and processes, business evaluation,

acquisition, merger and takeover reviews.

1

5

2

786

4

3

5 SANDRA MCPHEE NON-EXECUTIVE DIRECTOR

Ms McPhee is an experienced executive and non-executive

Director in consumer facing sectors including aviation,

retail, energy and media. She held a range of senior

international executive roles in the aviation industry, most

recently with Qantas Airways Limited.

6 BRENT SCRIMSHAW (appointed 2 October 2017)

NON-EXECUTIVE DIRECTOR

Mr Scrimshaw has had an 18-year career with Nike Inc

across Marketing, Commerce and General Management.

He led marketing across Nike Pacific, was the Regional GM

for Nike North America, was the Chief Marketing officer

for Nike EMEA, and also served as Vice President and Chief

Executive of Nike Western Europe. He is currently the CEO

and Co-Founder of Unscriptd.com and is a Non-Executive

Director of ASX listed Rhinomed (RNO) and Catapult

International Limited (CAT).

7 CHRISTINE CROSS (retired 2 October 2017)

NON-EXECUTIVE DIRECTOR

Ms Cross has extensive experience in international

retail and consumer goods including 14 years as a

Director on the operating board of Tesco Plc. Ms

Cross currently runs a retail advisory consultancy

focusing on international best practice in customer

led business planning and value chain management.

8 JOHN HOLLAND (retired 2 October 2017)

NON-EXECUTIVE DIRECTOR

Mr Holland is a consultant in the national New Zealand

law firm Chapman Tripp, and was a partner for 19 years,

specialising in general corporate and commercial law.

Mr Holland’s securities law experience includes acting

on initial public offerings, advising on employee share

schemes and in the private equity area.

12KATHMANDU ANNUAL REPORT 2017

THE BOARD

13KATHMANDU ANNUAL REPORT 2017OUR TEAM
MANAGEMENT TEAM

1 XAVIER SIMONET

MANAGING DIRECTOR AND

CHIEF EXECUTIVE OFFICER

2 REUBEN CASEY

CHIEF OPERATING AND FINANCIAL

OFFICER, AND COMPANY SECRETARY

3 PAUL STERN

GENERAL MANAGER, MARKETING,

ONLINE AND INTERNATIONAL

4 BEN RYAN

GENERAL MANAGER,

PRODUCT

5 REBECCA EDWARDS

GENERAL MANAGER,

HUMAN RESOURCES

6 STEPHEN DOMANCIE

GENERAL MANAGER,

RETAIL STORES AND OPERATIONS

7 CALEB NICOLSON

GENERAL MANAGER,

SUPPLY CHAIN

8 JOLANN VAN DYK

CHIEF INFORMATION OFFICER

21

34

56

78

DIRECTORS'
REPORT

YOUR DIRECTORS PRESENT THEIR REPORT AND THE FINANCIAL

STATEMENTS FOR THE YEAR ENDED 31 JULY 2017.

Directors

The following persons were Directors

of Kathmandu Holdings Limited during

the financial year (unless stated).

DAVID KIRK

Was re-appointed as a non-Executive

Director, Chairman, Member of

the Audit and Risk Committee,

and Member of the Remuneration

Committee on 18 November 2016.

He continues in these offices

at the date of this report.

XAVIER SIMONET

Was appointed as Managing Director

and Chief Executive Officer on 29

June 2015 and continues in these

offices at the date of this report.

JOHN HARVEY

Was re-appointed as a non-Executive

Director, Chair of the Audit and

Risk Committee, and Member of

the Remuneration Committee on 21

November 2014.He continues in these

offices at the date of this report.

JOHN HOLLAND

Was re-appointed as a non-

Executive Director, and Member

of the Remuneration Committee,

Member of the Remuneration and

Nomination Committee on 20

November 2015, and retired as a

Director effective 2 October 2017.

SANDRA MCPHEE

Was re-appointed as a non-Executive

Director, Member of the Audit and

Risk Committee, and Chair of the

Remuneration Committee on 18

November 2016, and continues in these

offices at the date of this report.

CHRISTINE CROSS

Was re-appointed as a non-

Executive Director, Member of the

Remuneration Committee, Member

of the Audit and Risk Committee on

20 November 2015, and retired as a

Director effective 2 October 2017.

PHILIP BOWMAN

Was appointed as a non-Executive

Director, Member of the Remuneration

Committee, Member of the Audit

and Risk Committee on 2 October

2017 and continues in these offices

at the date of this report.

BRENT SCRIMSHAW

Was appointed as a non-Executive

Director, Member of the Remuneration

Committee, Member of the Audit

and Risk Committee on 2 October

2017 and continues in these offices

at the date of this report.

Details of the experience and expertise

of the Directors are outlined on

page 12 of this annual report.

Retirement of Directors

In accordance with the Company’s

constitution, John Harvey, Philip

Bowman and Brent Scrimshaw will

retire as Directors at the annual

general meeting and being eligible,

offer themselves for re-election.

Board Tenure

The average tenure for non-executive

Directors as at 31 July 2017 is 6 years 4

months, with the following tenure mix:


3 - 5 Years


6 - 8 Years

40%

%

60%

Meeting of Directors

The number of meetings of the

Board of Directors and Committees

held during the year ended 31 July

2017 and the numbers of meetings

attended by each Director were:

DIRECTOR

MEETINGS

AUDIT AND RISK

COMMITTEE

MEETINGS

REMUNERATION

COMMITTEE

MEETINGS

DirectorABABAB

David Kirk884455

Xavier Simonet88XXXXXXXX

John Harvey 884455

John Holland884455

Sandra McPhee884455

Christine Cross684455

A – Number of meetings attended

B – Number of meetings held during the time the Director held office during the year

XX - Not a member of relevant Committee

14KATHMANDU ANNUAL REPORT 2017

0%20%40%60%80%100%
Executive Leadership

International Business

Capital Projects, Mergers and Acquisitions

Retail and Consumer Experience

Remuneration

Governance

Strategy

Financial Acumen

Marketing and Product Development

Technology and Data

Executive Leadership: Experienced

and successful leadership at a senior

executive level of large organisations.

International Business Development:

Experienced in multi-national, complex

environments, including multi-

channel business development.

Capital Projects, Mergers and

Acquisitions: Experience in

evaluating and implementing

projects involving large-scale

financial commitments, investment

horizons and major transactions.

Retail and Consumer Experience:

Experienced in retail and consumer

sectors, understanding multi-channel

retailing and brand development.

Remuneration: Experience in

remuneration design to drive

business success.

Governance: Knowledge and

experience of high standards of

corporate governance, including ASX/

NZX Listing Rules and practices.

Strategy: Expertise in the development

and implementation of strategic

plans and risk management to

deliver investor returns over time.

Financial acumen: Expertise in

understanding financial accounting

Board Skills Matrix

The Board benefits from the

combination of the different skills,

experiences and expertise that

Directors bring to the Board and the

insights that result from this diversity.

The following chart summarises

the skills, attributes and experience

of the Company’s Directors.

Percentages are determined as

at the date of this report.

and reporting, corporate finance and

internal financial controls, including

an ability to probe the adequacies

of financial and risk controls.

Marketing and product

development: Expertise and

senior executive experience

in marketing and new media

marketing metrics and tools.

Technology and data: Expertise

and experience in the adoption of

new technology and use of data

analytics in a consumer environment.

15KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

Principal Activities
The Group’s principal activity in

the course of the financial year

was the design, marketing and

retailing of clothing and equipment

for outdoor, travel and adventure.

It operates through wholly owned

subsidiaries in New Zealand,

Australia and the United Kingdom.

Matters Subsequent to the

End of the Financial Year

No matters or circumstances have

arisen since the end of the financial

year which significantly affect or may

significantly affect the operations

of the consolidated entity, the

results of those operations, or the

state of affairs of the consolidated

entity in future financial years.

Likely Developments

and Expected Results

of Operations

Likely developments in the operations

of the consolidated entity and the

expected results of those operations

in future financial years are contained

on pages 5 to 6 of this annual report.

Environmental Regulation

The consolidated entity's operations

are not regulated by any significant

environmental regulation under

a law of the Commonwealth

or of a State or Territory of

Australia, or of New Zealand.

Dividends

Since the end of the financial year the

Directors have declared the payment

of a final ordinary dividend of NZ 9.0

cents per share. Dividends will carry

full New Zealand imputation credits

and full Australian franking credits.

The dividend will be paid

on 24 November 2017.

The Company does not currently

have a dividend re-investment plan.

Insurance of Officers

The Company has entered into deeds

of indemnity, insurance and access

with each Director which confirms

each person’s right of access to

certain books and records of the

Company for a period of seven years

after the Director ceases to hold

office. This seven year period can be

extended where certain proceedings

or investigations commence before

the seven years expires. The deed

also requires the Company to provide

an indemnity for liability incurred as

an officer of the Company, to the

maximum extent permitted by law.

Indemnification: Pursuant to the

Constitution, the Company is

permitted to indemnify all Directors

and employees, past and present

against all liabilities allowed under

law. The Company has entered into

an agreement with each Director to

indemnify those parties against all

liabilities to another person that may

arise from their position as Director

or other officer of the Company or

its controlled entities to the extent

permitted by law. The deed stipulates

that the Company will meet the full

amount of any such liabilities, including

reasonable legal costs and expenses.

Insurance: Pursuant to the Constitution,

the Company may arrange and

maintain Directors’ and officers’

insurance during each Director’s period

of office, and for a period of seven

years after a Director ceases to hold

office. This seven year period can be

extended where certain proceedings

or investigations commence

before the seven years expires.

Remuneration Report

1. SUMMARY

Kathmandu’s financial results

for FY2017 reflect a continuation

of a return to sustainable long-

term profitable growth.

Earnings before interest and tax

(EBIT) was $57.0m an increase of

12.0% and Net Profit after Tax was

$38.0m, a 13.5% increase over FY2016.

FY2017 remuneration

• Executive base salaries

increased 1.5% for New Zealand

based executives and 2% for

Australian based executives.

• Short term incentives (cash) were

paid to all eligible Executives

(including the CEO) for

exceeding the Group financial

performance target (EBIT).

• Short term incentives (equity)

were earned by all eligible

Executives (excluding the CEO)

and will vest subject to the

Executives remaining employed

by the Group as at 31 July 2018.

• Non-Executive Directors fees

remained unchanged for the

third consecutive year.

2. KEY MANAGEMENT

PERSONNEL

The following Executives are identified

as key management personnel with

the authority and responsibility along

with the Directors for planning,

directing and controlling the

activities of the Group, directly or

indirectly, during the financial year:

Currently Employed:

Xavier Simonet

– Chief Executive Officer

Reuben Casey

– Chief Operating and Financial

Officer, and Company Secretary

16KATHMANDU ANNUAL REPORT 2017

OTHER MANAGEMENT TEAM
(EXECUTIVE) MEMBERS:

Currently Employed:

Ben Ryan

– General Manager, Product,

from 1 March 2016

Rebecca Edwards

– General Manager, Human Resources

Stephen Domancie

– General Manager, Retail Stores

& Operations, from 20 July 2016

Caleb Nicolson

– General Manager, Supply Chain

Paul Stern

– General Manager, Marketing,

Online & International

Jolann van Dyk

– Chief Information Officer

The Group employed all of the

above Executives for the full

years ended 31 July 2017 and

2016, unless otherwise stated.

Mark Handy has been subsequently

appointed General Manager,

Merchandising effective from

4 September 2017.

Throughout their period of

employment, Reuben Casey, Caleb

Nicolson, Jolann Van Dyk, Rebecca

Edwards and Ben Ryan were employees

of Kathmandu Limited (New Zealand)

and Xavier Simonet, Paul Stern, and

Stephen Domancie were employees of

Kathmandu Pty Limited (Australian).

3. PRINCIPLES USED TO

DETERMINE THE NATURE AND

AMOUNT OF REMUNERATION

The Company’s Remuneration and

Nomination Committee of the Board,

currently comprising all independent

non-Executive Directors, determines

the quantum and structure of Directors

and Executive remuneration. The

composition, role and responsibility

of the Committee is outlined in the

Corporate Governance Statement

on page 24 of this annual report. The

Committee adopts a series of principles

in determining remuneration related

decisions. The principles used are:

• The remuneration structure

should reward those employees

who have the ability to influence

the achievement of the Group’s

strategic objectives and business

plans to enhance shareholder

value for successful Group

performance outcomes and

their contribution to these;

• Executive remuneration should

be market competitive, and

generally account for market

practice including consideration

of employee place of domicile;

• Executives’ remuneration

package should have:

– a substantial portion of their

total remuneration that is “at

risk” and aligned with reward

for creating shareholder value;

– an appropriate balance

between short and long-

term performance focus

and outcomes;

– a mix of cash and equity

based remuneration.

• The CEO because of his leadership

role in establishing and delivering

achievement of medium and

long term Group strategic

objectives and business plans,

and increasing shareholder value

over that period should, relative

to other Executives have:

– a greater proportion of total

remuneration (at least 50%)

that is “at risk”, i.e. contingent

upon the achievement of

performance hurdles; and

– a greater proportion of “at

risk” remuneration weighted

towards equity based

rewards rather than cash.

• Non-Executive Directors’

remuneration should enable the

Company to attract and retain

high quality Directors with the

relevant experience. In order

to maintain independence and

impartiality, non-Executive

Directors should not receive

performance based remuneration;

• The Board uses discretion

when setting remuneration

levels, taking into account

interests of shareholders, the

current market environment

and Group performance.

4. REMUNERATION FRAMEWORK

The Board, through the Committee

undertakes its governance role in

establishing Executive remuneration

including, where required,

use of external independent

remuneration consultants and/

or available market information.

The Executive remuneration

structure has three components:

a) Base salary and benefits;

b) Short term incentives determined

on the basis of achievement of

specific targets and outcomes

relating to annual Group financial

performance and individual value

adding performance objectives.

The available incentive reward is

split between cash and equity.

c) Long term incentives via

participation in the Company’s

Long Term Incentive plan.

a) Base salary and benefits

Base salary for Executives is

reviewed annually to assess

appropriateness to the position and

competitiveness with the market.

17KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

b) Short term incentives (STI)
Executives are eligible to participate

in an annual STI that delivers rewards

by way of cash and/or deferred equity.

Group Earnings before interest and

tax (EBIT), has been determined as

the appropriate financial performance

target to trigger payment of STI.

The amount of any STI paid in

a year is dependent upon:

a. the level of performance

achieved against the Group’s

financial performance target

(EBIT) for the year; and

b. the outcome of individual

value adding performance,

measured by achievement of

individual KPI’s, subject to a

minimum level of performance

SHORT TERM INCENTIVE WEIGHTING:CEOEXECUTIVES

CASHEQUITYCASHEQUITY

Group financial performance target70%-29%46%

Individual KPI achievement30%-25%-

Total100%-54%46%

The weighting of STI between Group financial performance, individual KPI’s,

cash and deferred equity is:

achieved by the Group relative

to the financial performance

target (EBIT) for the year.

For Executives where a short term

equity incentive is earned, vesting is

subject to ongoing employment by

the Group for a period of one year

following the end of the financial year

in which the incentive is earned.

c) Long Term Incentive Plan (LTI)

Shareholders reapproved the current

LTI at the Company’s 2016 Annual

General Meeting based on the granting

of nil cost performance rights. Rights

have been offered each year since the

plan was originally approved in 2010.

The plan is intended to focus

performance on achievement of key

long term performance metrics. The

selected performance measures provide

an appropriate balance between

relative and absolute Company

performance. The Board continues to

reassess the plan and its structure to

ensure it will best support and facilitate

the growth in shareholder value over

the long term relative to current

business plans and strategies. Any

grants made to Executive Directors are

subject to shareholder approval.

Rights granted are dependent upon the

Company achieving Earnings per Share

(EPS) and/or relative TSR targets over

specified performance periods, with the

value of rights allocated between EPS

and relative TSR determined each year.

EPS is measured on a compound annual

growth basis and TSR is measured on

a relative basis against a comparator

group of ASX listed companies (other

than metal and mining stocks) ranked

101 to 200 in the S&P/ASX200 as at the

date of the grant.

18KATHMANDU ANNUAL REPORT 2017

"As a product and brand led business,
we are focused on engaging our

customers by creating distinctive,

sustainable, quality products and by

promoting our brand authenticity".

19KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

Performance measurement under
either criterion is at the end of each

applicable performance period with no

ability to re-test. Fifty per cent of the

relevant portion of the award vests for

achievement of targets and a further

fifty per cent vests for the achievement

of aspirational targets. A sliding

scale operates between target and

aspirational performance levels.

In 2017 grants were made to the

CEO and COO/CFO (2016: CEO only).

The Board resolved to grant nil cost

performance rights that:

• Were measurable for a single

specified performance period of

three years;

• Required achievement of relative

TSR targets and EPS growth targets

over a single specified performance

period of three years with the value

of rights allocated 50:50 between

EPS and relative TSR;

• Performance measurement under

either criterion is at the end of the

performance period with no ability

to re-test.

d) CEO remuneration

CEO remuneration comprises a mixture

of base salary, STI and LTI:

CEO 2017 Remuneration package A$’000

Fixed

(Base salary, superannuation) 796

STI (60% of fixed) 477

LTI (70% of fixed)* 557

Maximum potential remuneration 1,830

* Vesting dependent on achievement of

performance hurdles measured over a three-

year period. Vesting date 1 December 2019.

• More than half (56%) the total

remuneration for the CEO is at risk;

• Over 85% of the at risk

remuneration (all except for the

STI KPI’s) is solely dependent on

outcomes of Group financial

performance against short and

long term targets;

CEO

COO/CFO

Executives

Fixed STI LTI

44%

56%

66%

19%25%

34%

26%30%

1

Comprises of cash salary and fees, non-monetary benefits, superannuation.

2

Acting CEO during

FY2015.

3

Includes non-monetary benefits settling obligations arising over tax residency status for

period May 2011 to July 2013.

Details of the remuneration of the Directors and Key Management Personnel and

total remuneration of other Executives of the Group, for the current and prior

financial years are set out in section 5.3 of the financial statements.

5. Executive Service agreements

All Executives are on employment terms consistent with the remuneration framework

outlined in this report. Each of the agreements has an open term, and the period

of notice to be given by the employee is three months (six months for the CEO).

The agreements provide for three months base salary inclusive of any applicable

superannuation to be paid in the event of a redundancy (six months for the CEO).

6. Non-Executive Directors’ fees

The current aggregate limit for non-Executive Directors’ fees is $A800,000 per

annum. In FY2017 the base fee payable (including superannuation if applicable) to

the Chairman was $A222,480 and to a non-Executive Director $A116,390 per annum.

• All long term incentive (70% of Fixed Annual Remuneration) will be measured on

a single 3-year performance period.

REMUNERATION STRUCTURE – CEO AND EXECUTIVES:

FY2017 STI outcomes

For the year ended 31 July 2017 the Group financial performance targets were

exceeded and as a result, short-term cash incentives were paid to the extent of 52%

(86% of potential) of fixed annual remuneration for the Chief Executive Officer.

5 Year CEO Remuneration

SINGLE

FIGURE

REMUNERATION

1

% STI

ACHIEVED

AGAINST

MAXIMUM

PERCENTAGE

VESTED LTI'S

AGAINST

MAXIMUM

SPAN OF

LTI PER-

FORMANCE

PERIOD

2017Xavier Simonet1,290,026 86% N/A N/A

2016Xavier Simonet1,391,983100% N/A N/A

2015Xavier Simonet136,267 - N/A N/A

Mark Todd

2

715,539 - 54%2010-2014

2014Peter Halkett1 ,0 0 9,10 8 33%74%2010-2013

2013Peter Halkett

3

1,658,711 58%100%2010-2012

20KATHMANDU ANNUAL REPORT 2017

No additional fees are paid for sub-committee attendances. No increase was made in 2017.
Any Executive Directors do not receive Directors’ fees. The amounts approved for Directors’ fees are expressed in AUD given the

specific requirements for remuneration reporting applying to ASX listed companies, however all amounts reported in the tables

within this report are specified in NZD, being the reporting currency of the Company.

The Board reviews Directors’ fees annually seeking advice from external independent remuneration consultants as necessary.

Non-Executive Directors do not participate in the Company short or long term incentive schemes.

The following fees apply per annum:

TOTAL FEESAUD $

Chairman222,480

Other non-Executive Directors116,390

Actual fees paid in year ended 31 July 2017 (converted to reporting currency)NZD $

Chairman236,428

Other non-Executive Directors123,687

7. Details of share-based compensation

Long term incentive plan

The Company Long term incentive plan entitles the Board to grant performance rights for no cash consideration, at intervals

determined by the Board.

The number of rights granted and the applicable performance period over which EPS and relative TSR is measured is set out

below, along with the fair value of the rights at the grant date.

GRANT

DATE

RIGHTS GRANTED

DURING THE YEAR

DATE

EXERCISABLE

EXPIRY

DATE

TOTAL FAIR VALUE OF

PERFORMANCE RIGHTS AT

GRANT DATE $

Executive Director – Xavier Simonet

201619 Dec 2016293,0781 Dec 20191 Dec 2019378,071

201516 Dec 20154 0 7, 4 6 31 Dec 20181 Dec 2018433,94 8

Shares issued to Directors and Other Executives on Vesting of Performance Rights:

2017DATE GRANTEDDATE SHARES ISSUEDNUMBER OF SHARES ISSUED

Other Executives and Senior Management18 Dec 201529 Mar 201712,537

Total12,537

No shares were issued to Directors or Other Executives during FY2017 on exercise of performance rights.

Performance rights granted to each Executive will, subject to satisfaction of performance conditions, vest on the basis of one

ordinary share for each performance right which vests, at the end of each performance period.

21KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

8. Additional information, Performance Rights Vesting
Performance rights granted, the percentage that vested, the percentage that forfeited and future potential vesting periods are

shown in the table below:

GRANT

DATE

VESTED

%

FORFEITED

%

FINANCIAL

PERIODS IN

WHICH RIGHTS

MAY VE ST

MAXIMUM TOTAL

NUMBER OF

RIGHTS YET TO

VEST

MAXIMUM

TOTAL VALUE OF

GRANTS YET TO

VEST

Executive Directors

Xavier SimonetFY20170.0%0.0%FY2020293,078378,071

Xavier SimonetFY20160.0%0.0%F Y2019407,4634 33,94 8

Other Executives and

Senior Management

FY20170.0%0.0%FY202082,732106,724

Other Executives and

Senior Management

FY20170.0%0.0%F Y2019523,139894,567

Other Executives and

Senior Management

FY20166 9. 3%30.7%FY2018

1

669,669971,020

1

Shares were issued on 22 August 2017

The maximum value of performance rights yet to vest has been determined as the total number of performance rights still to

vest multiplied by the fair value of each performance right at grant date.

Company performance

All Executives’ short term incentive is dependent upon the Company’s overall financial performance for each financial year.

Long term incentive is dependent upon both earnings per share growth and relative total shareholder returns over a range of

performance periods.

With reference to the measurement of long term incentive performance the table below outlines the Company’s earnings and

share performance since its listing on 13 November 2009:

YEARNPAT GROWTH

EPS CENTS

PER

SHARE

EPS

GROWTH

SHARE PRICE

AT START OF

YEAR

SHARE PRICE

AT END OF

YEAR

SHARE

PRICE

GROWTH

ORDINARY DIVIDENDS

PAID OR DECLARED

PER SHARE

FY2010 $9. 4 m NA 0.3NA$2.13$2.05(3.8%)$0.07

FY2011 $ 39. 1 m 316.0% 19. 565x$2.05$2.207. 3 %$0.10

FY2012$34.9m(10.7%)1 7. 40.9 x$2.20$1.59( 2 7. 7 % )$0.10

FY2013$44.2m26.6%22.11.3x$1.59$2.374 9. 1%$0.12

F Y2014$42.2m(4.5%)21.01.0x$2.37$3.3340.5%$0.12

FY2015$20.4m(51.7%)10.10.5x$3.33$1.70(4 8.9%)$0.08

FY2016$33.5m64.2%16.61.6x$1.70$1.805.9%$0.11

FY2017$38.0m13.5%18.91.1x$1.80$2.2726.1%$0.13

Share price quoted is the NZX listing price. The Company is listed on both the ASX and NZX and options will vest on both

exchanges, dependent on where the employee is based.

Shares under options or performance rights

There are no unissued ordinary shares of the Company under any vested options or performance rights at the date of this report.

22KATHMANDU ANNUAL REPORT 2017

9. Remuneration of Auditors
Details of remuneration of Auditors is set out in Note 5.8 of the Financial Statements.

Non-Audit Services

PricewaterhouseCoopers were appointed auditors of Kathmandu Holdings Limited in 2009 and whilst their

main role is to provide audit services to the Company, the Company does employ their specialist advice

where appropriate. In each instance, the Board has considered the nature of the advice sought in the context

of the audit relationship and in accordance with the advice received from the Audit and Risk Committee,

does not consider these services compromised the auditor independence for the following reasons:

• All non-audit services have been reviewed by Audit and Risk Committee to ensure they do not impact the impartiality and

objectivity of the auditor.

• None of the services undermined the general principles relating to auditor independence, including not reviewing or auditing

the auditor's own work, not acting in a management or a decision making capacity for the Company, not acting as

advocate for the Company or not jointly sharing economic risk or rewards.

This report is made in accordance with a resolution of the Directors.

David Kirk

Chairman

Xavier Simonet

Managing Director

23KATHMANDU ANNUAL REPORT 2017DIRECTORS REPORT

CORPORATE
GOVERNANCE

The Board and management of the

Company are committed to ensuring

that the Company adheres to best

practice governance principles

and maintains the highest ethical

standards. The Board is responsible for

the overall corporate governance of

the Company, including adopting the

appropriate policies and procedures

and seeking to ensure Directors,

management and employees fulfil their

functions effectively and responsibly.

The Company is listed on both the

New Zealand and Australian stock

exchanges. Corporate governance

principles and guidelines have been

introduced in both countries. These

include the Australian Securities

Exchange (ASX) Corporate Governance

Council Corporate Governance

Principles and Recommendations

(Third Edition) (ASX Code), the New

Zealand Stock Exchange Listing Rules

relating to corporate governance, the

NZX Corporate Governance Code 2017

(NZX Code), and the New Zealand

Financial Markets Authority Corporate

Governance Principles and Guidelines

2014 (collectively, the Principles).

Although reporting on the NZX Code

is not mandatory this year as the

Code applies for reporting periods

from 1 October 2017, the Company has

chosen to adopt the recommendations

earlier to demonstrate how

Kathmandu’s corporate governance

practices align with the best

practice recommended by NZX.

The Company has followed each

of the recommendations set out

in the Principles where appropriate

for the size of the Company and

the Board, the resources available

and the activities of the Company.

After due consideration, the Board

considers that the Company’s

corporate governance practices and

procedures depart from the Principles

during the reporting period only as

set out below. The information in this

statement is current as at 31 July 2017.

Explanation for departure from NZX Corporate Governance Code 2017 and

ASX Corporate Governance Principles and Recommendations (3rd Edition)

REFERENCERECOMMENDATIONDEPARTURE

EXPLANATION FOR

DEPARTURE

NZX Code 3.4

ASX Code 2.1

An issuer should

establish a

nomination

committee to

recommend director

appointments to the

board

The Company

has not

maintained

a separate

nomination

committee

The Board considers that

it is able to deal efficiently

and effectively with the

processes of appointment

and reappointment of

directors to the Board

and considerations of

Board composition and

succession planning

NZX Code 7.3

ASX Code 7.3

Internal audit

functions should be

disclosed

The Company

does not have

an internal

audit function

The Company considers

that the external advisors

it currently engages

provide a sufficient

system for evaluating

and continually improving

the effectiveness of risk

management for the

Company and delivers

appropriate objective

assurance on risk

management.

The full content of the Company’s Corporate governance policies, practices and

procedures can be found on the Company’s website (kathmanduholdings.com).

24KATHMANDU ANNUAL REPORT 2017

Board of Directors,
Charter and its

Committees

The Board has adopted a written

charter to provide a framework for the

effective operation of the Board. The

charter addresses the following matters

and responsibilities of the Board:

•enhancing Shareholder value;

•oversight of the Company,

including its control and

accountability systems;

•appointing and removing the

Managing Director (or equivalent)

and the Chief Financial Officer;

•ratifying the appointment, and

where appropriate, the removal

of the senior Executives;

•input into and approval

of corporate strategy and

performance objectives;

•reviewing and ratifying systems

of risk management and internal

compliance and control, codes of

conduct and legal compliance;

•monitoring senior management’s

performance and implementation

strategy, and seeking to ensure

appropriate resources are available;

•approving and monitoring

the progress of major capital

expenditure, capital management

and acquisitions and divestitures;

•approving budgets; and

•approving and monitoring

financial and other reporting.

BOARD COMPOSITION

At present, there are six Directors on

the Board. Five out of the six Directors

are non-Executive Directors. Xavier

Simonet (Managing Director and Chief

Executive Officer,) is the only Executive

Director on the Board. The Chairman of

the Board is David Kirk. The biography

of each Board member, including

Company or another Group member

in an Executive capacity and is not

considered to be an independent

Director based on the criteria set out

in the Board Charter. All remaining

Directors satisfy the criteria and are

considered independent Directors.

BOARD COMMITTEES

The Board may from time to time

establish appropriate committees

to assist in the discharge of its

responsibilities. The Board has

established the Audit and Risk

Committee and the Remuneration

Committee. Other committees may

be established by the Board as and

when required. Membership of Board

committees will be based on the needs

of the Company, relevant legislative

and other requirements and the skills

and experience of individual Directors.

AUDIT AND RISK COMMITTEE

Under its charter, this committee

must have at least three members, a

majority of whom must be independent

Directors and all of whom must be non-

Executive Directors. Currently, all the

non-Executive Directors are members of

this committee. John Harvey is Chair of

the committee. The primary role of this

committee includes:

•overseeing the process of financial

reporting, internal control,

continuous disclosure, financial and

non-financial risk management and

compliance and external audit;

•monitoring Kathmandu’s

compliance with laws and

regulations and Kathmandu’s own

codes of conduct and ethics;

•encouraging effective relationships

with, and communication between,

the Board, Management and

Kathmandu’s external auditor; and

25KATHMANDU ANNUAL REPORT 2017

each Director’s skills, experience,

expertise and the term of office held

by each Director at the date of this

Annual Report is set out in pages 12

to 15 of this Annual Report.

BOARD AND EXECUTIVE

PERFORMANCE

The Board Charter provides for an

annual performance evaluation that

compares the performance of the

Board with the requirements of this

Charter, reviews the performance

of the Board’s committees and

individual Directors and sets forth

the goals and objectives of the Board

for the upcoming year and effecting

any amendments to this Charter

considered necessary or desirable

of the Board and its Committees.

The Board is currently undertaking a

review of its performance during the

reporting period by the anonymous

completion by directors and executives

of evaluation que

stionnaires relating to

Board and committee composition and

performance, and individual interviews

of

directors with the Chairman.

The Group has a robust process

for annual evaluation of its senior

executives that compares the

performance of each individual

senior executive against the goals

and objectives set for the year. A

performance evaluation of each

senior executive was undertaken

in relation to the reporting period

in acco

rdance with this process.

INDEPENDENCE OF

DIRECTORS

The factors that the Company will

take into account when assessing

the independence of its Directors

are set out in its Charter, a copy of

which is available on the Company’s

website

(kathmanduholdings.com).

The Managing Director (Xavier

Simonet) is employed by the

CORPORATE GOVERNANCE

• evaluating the adequacy of
processes and controls established

to identify and manage areas

of potential risk and to seek to

safeguard the Company’s assets.

Under the charter it is the policy of the

Company that its external auditing

firm must be independent of the

Company. The committee will review

and assess the independence of the

external auditor on an annual basis.

As noted above, the Company

does not currently have an internal

audit function. The Committee will

continue to monitor whether this

current practice is sufficient for

the Company’s requirements.

REMUNERATION COMMITTEE

Under its charter, this committee

must have at least three members, a

majority of whom must be independent

Directors and all of whom must be

non-Executive Directors. Currently,

all the non-Executive Directors are

members of this committee. Sandra

McPhee is Chair of the committee. The

purpose of this committee is to ensure

the remuneration programme of the

Kathmandu Group delivers the business

plan, is fit for purpose and is one

which considers the current business

needs of the Group whilst supporting

shareholder and customer value. The

main functions of the committee

are to assist the Board in fulfilling

its responsibilities to stakeholders

on management activities for the

Kathmandu Group in relation to:

• Overseeing the development

and application of the Group

Human Resources strategy,

the remuneration framework

and associated policies;

• The remuneration of senior

executives, non-executive

Directors and Directors;

• Providing effective remuneration

policies and programs to

motivate high performance

from all employees; and

• Ensuring appropriate and effective

policies for managing the

performance and development

of employees at all levels.

Policies, practices

and processes

The main policies and practices

adopted by the Company

are summarised below.

RISK MANAGEMENT POLICY

The identification and proper

management of the Company’s risk

are an important priority of the Board.

The Company has a Risk Management

Policy (available on the Company’s

website kathmanduholdings.com)

appropriate for its business. This

policy highlights the risks relevant to

the Company’s operations, and the

Company’s commitment to designing

and implementing systems and

methods appropriate to minimise

and control its risk. The Audit and

Risk Committee assists the Board

in discharging its responsibility for

monitoring risk management and

that Committee is responsible for

establishing procedures which seek

to provide assurance that major

business risks are identified, consistently

assessed and appropriately addressed.

A risk management framework is in

place to identify, oversee, manage

and control risk. A formal review of

the risk framework was undertaken

during the reporting period by the

Committee. A robust risk assessment

process of reviewing existing risks and

identifying any new and emerging

risks facing the Company, and how

these are to be managed, was carried

out during the reporting period.

HEALTH AND SAFETY

The Company is committed to

cultivating a strong safety culture

and awareness of health and safety

risks, performance and management

within the Group. The Group has

adopted an integrated approach to

safety and wellbeing which recognises

that workplace safety, health and

mental health all contribute to an

employee’s overall wellbeing. During

the reporting period, the Company

has introduced a new Safety and

Wellbeing intranet site ‘Destination

Safe’ which contains a range of

resources, tools and information

employees can access to assist in

keeping workplaces safe covering

incident and emergency response

and hazard and risk management.

Lag indicators of health and

safety risks during the reporting

period are set out below:

Lost time injury frequency rate

(number of claims per 1,000,000

hours worked): 5.3 (FY2016: 6.6).

More information on Health, Safety and

Wellbeing in the Group can be found

in the Company’s Sustainability Report

available at kathmanduholdings.com

CONTINUOUS

DISCLOSURE POLICY

The Company is committed to

observing its disclosure obligations

under the Listing Rules. The Company

has a policy that establishes procedures

which are aimed at ensuring that

Directors and Executives are aware

of and fulfil their obligations in

relation to the timely disclosure of

material price-sensitive information.

SECURITIES TRADING POLICY

The Company has guidelines for

dealing in securities which are intended

to explain the prohibited type of

26KATHMANDU ANNUAL REPORT 2017

conduct in relation to dealings in
securities under the Corporations Act

2001 (Australia) and the Financial

Markets Conduct Act 2013 (NZ) and

to establish a best practice procedure

in relation to Directors’, Executives’

and employees’ dealings in Shares

in the Company. Subject to the

overriding restriction that persons may

not deal in Shares while they are in

possession of material price sensitive

information, Directors, Executives and

Key management personnel will only

be permitted to deal in Shares during

certain ‘window periods’, following the

release of the Company’s full and half

year financial results or the release

of a disclosure document offering

shares in the Company. Outside of

these periods, Directors, Executives

and key management personnel must

receive clearance in accordance with

the protocols detailed in the policy

for any proposed dealing in Shares.

CODE OF CONDUCT

The Board recognises the need to

observe the highest standards of

corporate practice and business

conduct. Accordingly, the Board

has a formal code of conduct, to be

followed by all employees and officers.

The key aspects of this code are to:

• act with honesty, integrity

and fairness and in the best

interest of the Company;

• act in accordance with all

applicable laws, regulations,

policies and procedures; and

• use Company resources

and property properly.

DIVERSITY POLICY

Kathmandu recognises the value of

a diverse and skilled workforce and is

committed to creating and maintaining

an inclusive and collaborative

workplace culture that will provide

sustainability for our business into

the future. Different perspectives

arising from diversity encourage an

innovative, responsive, productive and

competitive business and create value

for our customers and shareholders.

We are committed to leveraging the

diverse backgrounds, experiences

and perspectives of our people to

provide excellent customer service

and innovative products to an

equally diverse community.

Kathmandu’s commitment to

recognising the importance of

diversity extends to all areas of the

business including talent acquisition,

learning and development, succession

planning, internal transfer and

promotion, retention of employees,

and company policy and procedures.

Kathmandu has established a Diversity

Policy in accordance with ASX CGC

Corporate Governance Principles and

Recommendation 1.5, NZX Corporate

Governance Code Recommendation

2.5, the NZX Listing rules relating to

diversity and the NZX Diversity Policies

and Disclosure Guidance note. A copy

of Kathmandu’s Diversity Policy can be

obtained from the Company Website

kathmanduholdings.com. This policy

encompasses Kathmandu’s Diversity

Principles which affirm the Company’s

27KATHMANDU ANNUAL REPORT 2017CORPORATE GOVERNANCE

commitment to harnessing differences
to encourage an innovative, responsive

and productive workplace, creating

value and rewards for customers, the

team, shareholders and the community.

As part of its Diversity Policy,

Kathmandu has established

measurable objectives for achieving

diversity, including across the Gender,

Generation and Culture profiles of the

Company. Kathmandu has carried out

an annual assessment of its diversity

objectives for FY17. The Company

considers that it has continued to

make good progress towards achieving

these objectives. In relation to gender

diversity, Kathmandu considers its

current level of employee gender

diversity to be effective; however it

remains vigilant in the review of this

measureable diversity objective. The

benefits of diversity will continue to be

tested and re-affirmed with reference

to Kathmandu team composition.

As at 31 July 2017, in relation

to Kathmandu’s:

• Board of Directors, two out

of six Directors were women

(this is the same as FY16)

• Executive Management, one out

of eight positions were held by

women (this is the same as FY16).

Kathmandu considers its gender

diversity as a strength and will continue

to support strategies and initiatives

that address any significant adverse

changes in diversity ratios through

employee turnover. Kathmandu is

also proud of its ethnic diversity which

reflects the diversity of its customers;

business partners and community.

Kathmandu is committed to rewarding

its employees with compensation and

benefit programmes that are based

on performance merit and experience.

In 2017 a review on employee pay

parity was completed. Based upon the

results of this audit, Kathmandu has

evidence that supports pay equality

between gender and other diversity

indicators, with no evidence of pay

disparity between persons holding

the same or similar roles. A review of

gender pay parity continues to be an

on-going focus for the company.

COMMUNICATIONS WITH

SHAREHOLDERS

The Company is committed to

keeping Shareholders informed of all

major developments affecting the

Company’s state of affairs relevant

to Shareholders in accordance with

all applicable laws. Information is

communicated to Shareholders

through the lodgement of all relevant

financial and other information

with ASX and NZX and publishing

information on the Company’s

website (kathmanduholdings.com).

In particular, the Company’s website

will contain information about the

Company, including media releases,

key policies and the terms of reference

of the Company’s Board Committees.

All relevant announcements made

to the market and any other relevant

information will be posted on the

Company’s website as soon as they

have been released to ASX and NZX.

ECONOMIC, ENVIRONMENTAL

AND SOCIAL SUSTAINABILITY

The Company prepares a

separate sustainability report in

accordance with the new Global

Reporting Initiative (GRI) Standards

framework. It is available online

at kathmanduholdings.com.

28KATHMANDU ANNUAL REPORT 2017

29KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
FINANCIAL

STATEMENTS

Directors’ Approval of Consolidated Financial Statements ...30

Consolidated Statement of Comprehensive Income .............31

Consolidated Statement of Changes in Equity ....................32

Consolidated Balance Sheet ...............................................33

Consolidated Statement of Cash Flows ...............................34

Notes to the Financial Statements

Section 1: Basis of Preparation .....................................36

Section 2: Results for the Year......................................38

Section 3: Operating Assets and Liabilities ...................44

Section 4: Capital Structure and Financing Costs ..........51

Section 5: Other Notes ................................................60

Auditors’ Report ................................................................68

TABLE OF CONTENTS

IN THIS SECTION

The financial statements have been presented in a style which attempts to make them less complex

and more relevant to shareholders. We have grouped the note disclosures into five sections: ‘Basis of

Preparation’, ‘Results for the Year’, ‘Operating Assets and Liabilities’, ‘Capital Structure and Financing

Costs’ and ‘Other Notes’. Each section sets out the accounting policies applied in producing the

relevant notes. The purpose of this format is to provide readers with a clearer understanding of what

drives financial performance of the Group. The aim of the text boxes is to provide commentary on

each section, or note, in plain English.

KEEPING IT SIMPLE

Notes to the financial statements provide information required by accounting standards or Listing

Rules to explain a particular feature of the financial statements. The notes which follow will also

provide explanations and additional disclosure to assist readers’ understanding and interpretation of

the annual report and the financial statements.

FOR THE YEAR ENDED

31 JULY 2017

30KATHMANDU ANNUAL REPORT 2017
Authorisation for Issue

The Board of Directors authorised the issue of these Consolidated Financial Statements on 26 September 2017.

Approval by Directors

The Directors are pleased to present the Consolidated Financial Statements of Kathmandu Holdings Limited for the year ended

31 July 2017 on pages 31 to 67.

26 September 2017

David Kirk Date

26 September 2017

Xavier Simonet Date

For and on behalf of the Board of Directors

DIRECTORS’ APPROVAL OF

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 JULY 2017

31KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT

OF COMPREHENSIVE INCOME

SECTION

2017

NZ$’000

2016

NZ$’000

Sales445,348425,593

Cost of sales(169,165)(159,232)

Gross profit 276,183266,361

Selling expenses(143,740)(139,285)

Administration and general expenses(61,613)(62,278)

(205,353)(201,563)

Earnings before interest, tax, depreciation and amortisation70,83064,798

Depreciation and amortisation3.2/3.3(13,826)(13,917)

Earnings before interest and tax57,00450,881

Finance income2826

Finance expenses(2,058)(3,582)

Finance costs - net4.1.1(2,030)(3,556)

Profit before income tax54,97447,325

Income tax expense2.3(16,935)(13,804)

Profit after income tax38,03933,521

Other comprehensive income that may be recycled through profit and loss:

Movement in cash flow hedge reserve 4.3.2209(15,891)

Movement in foreign currency translation reserve4.3.2209(6,384)

Other comprehensive income/(expense) for the year, net of tax418(22,275)

Total comprehensive income for the year attributable to shareholders38,45711,246

Basic earnings per share 2.418.9cps16.6cps

Diluted earnings per share2.418.7cps16.6cps

Weighted average basic ordinary shares outstanding (‘000)2.4201,489201,484

Weighted average diluted ordinary shares outstanding (‘000)2.4203,324202,439

FOR THE YEAR ENDED

31 JULY 2017

32KATHMANDU ANNUAL REPORT 2017
CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

SHARE

CAPITAL

NZ$’000

CASH

FLOW

HEDGE

RESERVE

NZ$’000

FOREIGN

CURRENCY

TRANSLATION

RESERVE

NZ$’000

SHARE

BASED

PAYMENTS

RESERVE

NZ$’000

RETAINED

EARNINGS

NZ$’000

TOTAL

EQUITY

NZ$’000

Balance as at 31 July 2015200,19110,360(13,318)24118,607315,864

Profit after tax----33,52133,521

Other comprehensive income/(expense)-(15,891)(6,384)--(22,275)

Dividends paid----(16,119)(16,119)

Issue of share capital------

Share options / performance rights lapsed---(24)24-

Share based payment expense---692-692

Balance as at 31 July 2016200,191(5,531)(19,702)692136,033311,683

Profit after tax----38,03938,039

Other comprehensive income/(expense)-209209--418

Dividends paid----(24,179)(24,179)

Issue of share capital18--(18)--

Share options / performance rights lapsed------

Share based payment expense---1,139-1,139

Balance as at 31 July 2017200,209(5,322)(19,493)1,813149,893327,100

FOR THE YEAR ENDED

31 JULY 2017

33KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
CONSOLIDATED

BALANCE SHEET

SECTION

2017

NZ$’000

2016

NZ$’000

ASSETS

Current assets

Cash and cash equivalents3.1.23,5376,891

Trade and other receivables3.1.36,2845,031

Inventories3.1.189,20695,436

Total current assets99,027107,358

Non-current assets

Property, plant and equipment3.261,02661,609

Intangible assets3.3279,014280,083

Total non-current assets340,040341,692

Total assets439,067449,050

LIABILITIES

Current liabilities

Trade and other payables3.1.456,73551,084

Derivative financial instruments4.27,0347,529

Current tax liabilities3,4751,212

Total current liabilities67,24459,825

Non-current liabilities

Derivative financial instruments4.2265604

Interest bearing liabilities4.110,43143,691

Deferred tax2.334,02733,247

Total non-current liabilities44,72377,542

Total liabilities111,967137,367

Net assets327,100311,683

EQUITY

Contributed equity - ordinary shares4.3.1200,209200,191

Reserves4.3.2(23,002)(24,541)

Retained earnings149,893136,033

Total equity327,100311,683

FOR THE YEAR ENDED

31 JULY 2017

34KATHMANDU ANNUAL REPORT 2017
CONSOLIDATED STATEMENT

OF CASH FLOWS

FOR THE YEAR ENDED

31 JULY 2017

SECTION

2017

NZ$’000

2016

NZ$’000

Cash flows from operating activities

Cash was provided from:

Receipts from customers444,100424,182

Income tax received-1,357

Interest received2826

444,128425,565

Cash was applied to:

Payments to suppliers and employees360,122336,968

Income tax paid14,57116,688

Interest paid2,1622,829

376,855356,485

Net cash inflow from operating activities67,27369,080

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment15

15

Cash was applied to:

Purchase of property, plant and equipment3.211,41920,729

Purchase of intangibles3.31,8572,467

13,27623,196

Net cash outflow from investing activities(13,275)(23,191)

Cash flows from financing activities

Cash was provided from:

Proceeds of loan advances90,33063,047

Proceeds from share issues--

90,33063,047

Cash was applied to:

Dividends paid24,17916,119

Repayment of loan advances123,53387,658

147,712103,777

Net cash outflow from financing activities(57,382)(40,730)

Net increase / (decrease) in cash held(3,384)5,159

Opening cash and cash equivalents 6,8911,700

Effect of foreign exchange rates3032

Closing cash and cash equivalents3.1.23,5376,891

35KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
RECONCILIATION OF NET PROFIT AFTER TAXATION WITH CASH INFLOW FROM OPERATING ACTIVITIES

SECTION2017

NZ$’000

2016

NZ$’000

Profit after taxation 38,03933,521

Movement in working capital:

(Increase) / decrease in trade and other receivables(1,249)(1,440)

(Increase) / decrease in inventories6,28313,528

Increase / (decrease) in trade and other payables5,5968,735

Increase / (decrease) in tax liability2,257(388)

12,88720,435

Add non cash items:

Depreciation3.210,63010,019

Amortisation of intangibles3.33,1963,898

Impairment of Assets3.2-1,094

Revaluation of derivative financial instruments(816)5,436

Increase / (decrease) in deferred taxation733(6,481)

Employee share based remuneration5.41,139692

Loss on sale of property, plant and equipment3.21,465466

16,34715,124

Cash inflow from operating activities67,27369,080

36KATHMANDU ANNUAL REPORT 2017
SECTION 1

IN THIS SECTION

This section sets out the Group’s accounting policies that relate to the financial statements as a

whole. Where an accounting policy is specific to one note, the policy is described in the note to

which it relates.

1.1 General information

Kathmandu Holdings Limited (the Company) and its

subsidiaries (together the Group) is a designer, marketer and

retailer of clothing and equipment for travel and adventure. It

operates in New Zealand, Australia and the United Kingdom.

The Company is a limited liability company incorporated and

domiciled in New Zealand. Kathmandu Holdings Limited

is a company registered under the Companies Act 1993

and is a FMC reporting entity under Part 7 of the Financial

Markets Conduct Act 2013. The address of its registered office

is 223 Tuam Street, Central Christchurch, Christchurch.

The Company is listed on the NZX and ASX.

The financial statements of the Group have been prepared in

accordance with the requirements of Part 7 of the Financial

Markets Conduct Act 2013 and the NZX Listing Rules.

These audited consolidated financial statements

have been approved for issue by the Board

of Directors on 26 September 2017.

1.2 Summary of significant

accounting policies

These financial statements have been prepared in accordance

with Generally Accepted Accounting Practice. They comply

with the New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and other applicable

Financial Reporting Standards, as appropriate for profit-

oriented entities. The financial statements also comply

with International Financial Reporting Standards (IFRS).

The financial statements are presented in New

Zealand dollars, which is the Company’s functional

currency and Group’s presentation currency.

1.2.1 Basis of preparation

The principal accounting policies adopted in the

preparation of the financial statements are set out

below. These policies have been consistently applied

to all periods presented, unless otherwise stated.

Entities reporting

The financial statements reported are for the consolidated

“Group” which is the economic entity comprising

Kathmandu Holdings Limited and its subsidiaries.

The Group is designated as a for profit entity

for financial reporting purposes.

Principles of consolidation

Subsidiaries are all entities (including structured entities)

over which the Group has control. The Group controls

an entity when the Group 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. Subsidiaries are fully consolidated from the

date on which control is transferred to the Group. They

are deconsolidated from the date that control ceases.

Inter-company transactions, balances and unrealised

gains on transactions between Group companies are

eliminated. Unrealised losses are also eliminated. When

necessary, amounts reported by subsidiaries have been

adjusted to conform with the Group’s accounting policies.

Historical cost convention

These financial statements have been prepared

under the historical cost convention, as modified

by the revaluation of certain assets as identified

in specific accounting policies below.

BASIS OF

PREPARATION

NOTES TO THE FINANCIAL STATEMENTS

37KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Critical accounting estimates

The Group makes estimates and assumptions concerning the

future. The resulting accounting estimates will, by definition,

seldom equal the related actual results. The estimates

and assumptions that have a significant risk of causing a

material adjustment to the carrying amounts of assets and

liabilities within the next financial year are discussed below.

Estimates and judgements are continually evaluated

and are based on historical experience as adjusted

for current market conditions and other factors,

including expectations of future events that are

believed to be reasonable under the circumstances.

Further explanation as to estimates and assumptions

made by the Group can be found in the following

notes to the financial statements:

Area of Estimation Section

Goodwill

– assumptions underlying recoverable value 3.3

Inventory

- estimates of obsolescence 3.1.1

Fair value of derivatives

– assumptions underlying fair value 4.2

Foreign currency translation

The results and financial position of all the Group entities

(none of which has the currency of a hyper-inflationary

economy) that have a functional currency different from the

presentation currency are translated into the presentation

currency as follows:

Assets and liabilities for each balance sheet presented

are translated at the closing rate at the date of that

balance sheet;

Income and expenses for each statement of comprehensive

income are translated at average exchange rates (unless this

average is not a reasonable approximation of the cumulative

effect of the rates prevailing on the transaction dates, in

which case income and expenses are translated at the rate on

the dates of the transactions); and

All resulting exchange differences are recognised in other

comprehensive income.

On consolidation, exchange differences arising from the

translation of the net investment in foreign operations, and

of borrowings and other currency instruments designated as

hedges of such investments, are taken to shareholders’ equity.

1.3 Restatement of prior year

In October 2006, on acquisition of the Kathmandu business,

the Group recognised an indefinite life brand with a fair

value of $160.3m. No deferred tax was recognised in

relation to the asset at the time of acquisition. This was

based on the assumption that because an indefinite

life brand is not amortised, its carrying amount is not

expected to be consumed, rather, its carrying amount

is expected to be recovered entirely through sale.

In November 2016, the IFRS Interpretations Committee (IFRS

IC) issued an agenda decision regarding the determination

of the expected manner of recovery of intangible assets

with indefinite useful life for the purposes of measuring

deferred tax, in accordance with IAS 12 Income Taxes. This

provided additional guidance on how an entity recovers

the carrying value of such assets and the consequences

for the measurement and recognition of deferred tax.

Following this additional guidance, the Group has

reviewed the expected manner of recovery of the

carrying amount of indefinite life Kathmandu brand and

concluded that its carrying amount is expected to be

recovered through use of the brand within its business.

As a result, the Group has recognised additional goodwill,

deferred tax liability and retained earnings as follows:

NZ$'000

Goodwill4 7, 4 2 9

Deferred tax liability44,879

Retained earnings2,550

At the date of acquisition the tax rates in New Zealand and

Australia were 33% and 30% respectively. As the New Zealand

tax rate has reduced from 33% to 28% over the period the

deferred tax liability has been measured at the new tax

rate. This has resulted in a release of the liability through

the income tax expense and ultimately increased retained

earnings in the period of the change in tax rate.

Comparatives for goodwill (note 3.3), deferred tax liability

(note 2.3) and retained earnings at 31 July 2016 and 1 August

2015 have been restated. This adjustment has no impact on

profit in the reported periods.

As the restatement amount only affects three line-items in the

balance sheet as described above, an opening comparative

balance sheet has not been provided.

38KATHMANDU ANNUAL REPORT 2017
SECTION 2 RESULTS FOR THE YEAR

IN THIS SECTION

This section focuses on the results and performance of the Group. On the following pages you will

find disclosures explaining the Group’s results for the year, segmental information, taxation and

earnings per share.

2.1 Segment information

An operating segment is a component of an entity that engages in business activities which earns revenue and incurs expenses

and where the chief decision maker reviews the operating results on a regular basis and makes decisions on resource allocation.

The Group is organised into three operating segments, depicting the three geographical regions the Group operates in. The

New Zealand segment has been represented to exclude holding company balances. Other represents holding companies and

consolidation eliminations.

The Group operates in three geographical areas: New Zealand, Australia and International.

31 JULY 2017AUSTRALIA

NZ$’000

NEW ZEALAND

NZ$’000

INTERNATIONAL

NZ$’000

OTHER

NZ$’000

TOTAL

NZ$’000

Total segment sales298,013146,7793,338-448,130

Inter-segment sales(1,581)(407)(794)-(2,782)

Sales from external customers296,432146,3722,544-445,348

EBITDA39,31736,001(713)(3,775)70,830

Depreciation and software amortisation7,7836,0393113,826

EBIT31,53429,962(716)(3,776)57,004

Income tax expense8,7928,595(225)(227)16,935

Total segment assets233,082235,834849(30,698)439,067

Total assets includes:

Non-current assets171,27325,5291143,237340,040

Additions to non-current assets9,6623,614--13,276

Total segment liabilities150,20922,09712,356(72,695)111,967

31 JULY 2016AUSTRALIA

NZ$’000

NEW ZEALAND

NZ$’000

INTERNATIONAL

NZ$’000

OTHER

NZ$’000

TOTAL

NZ$’000

Total segment sales279,704142,1667,813-429,683

Inter-segment sales(1,276)(484)(2,330)-(4,090)

Sales from external customers278,428141,6825,483-425,593

EBITDA32,86835,134(541)(2,663)64,798

Depreciation and software amortisation7,1216,581214113,917

EBIT25,74728,553(755)(2,664)50,881

Income tax expense6,2548,090-(540)13,804

Total segment assets235,781221,9191,657(10,307)449,050

Total assets includes:

Non-current assets170,03428,4165143,237341,692

Additions to non-current assets15,5457,6501-23,196

Total segment liabilities148,04430,46113,460(54,598)137,367

39KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
EBITDA represents earnings before income taxes (a non-

GAAP measure), excluding interest income, interest expense,

depreciation and amortisation, as reported in the financial

statements. EBIT represents EBITDA less depreciation and

amortisation. EBITDA and EBIT are key measurement criteria

on which operating segments are reviewed by the Chief

Operating Decision Maker (the Executive Management Team).

The Group operates in one industry being outdoor clothing

and equipment.

Revenue is allocated based on the country in which the

customer is located. The Group has no reliance on any single

major customer.

Costs recharged between Group companies are calculated on

an arms-length basis. The default basis of allocation is % of

revenue with other bases being used where appropriate.

Assets / liabilities are allocated based on where the assets /

liabilities are located.

2.2 Profit before tax

Accounting policies

Revenue recognition

Revenue comprises the fair value of the consideration

received or receivable for the sale of goods and services,

excluding Goods and Services Tax, rebates and discounts

and after eliminating sales within the Group. Revenue is

recognised as follows:

(i) Sale of goods

Sale of goods are recognised at point of sale for retail

customers and when product is dispatched to the customer

for online sales. Retail sales are usually in cash or by credit

card. The recorded revenue is the gross amount of the sale

(excluding GST).

Operating expenses

Employee entitlements

2017

NZ$’000

2016

NZ$’000

Wages, salaries and other

short term benefits

82,93582,476

Employee share based

remuneration

1,139692

The number of full-time equivalent employees (excluding

short-term contractors), as at 31 July was:

20172016

Australia762754

New Zealand506488

United Kingdom55

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary

benefits and annual leave expected to be settled within 12

months of the reporting date are recognised in other payables

in respect of employees’ services up to the reporting date

and are measured at the amounts expected to be paid when

the liabilities are settled. Liabilities for non-accumulating sick

leave are recognised when the leave is taken and measured

at the rates paid or payable. The liability for employee

entitlements is carried at the present value of the estimated

future cash flows.

Rental and operating leases

The Group is a Lessee. Leases in which a significant portion

of the risks and rewards of ownership are retained by the

lessor are classified as operating leases. Payments made

under operating leases (net of any incentives received from

the lessor) are charged to the statement of comprehensive

income on a straight-line basis over the period of the lease.

2017

NZ$’000

2016

NZ$’000

Rental and operating lease expenses62,20558,252

Rent expenses reported in these financial statements relate to

non-cancellable operating leases. The future commitments on

these leases are as follows:

2017

NZ$’000

2016

NZ$’000

Due within 1 year55,08952,120

Due within 1-2 years46,82740,905

Due within 2-5 years81,08870,970

Due after 5 years41,19232,112

224,196196,107

Some of the existing lease agreements have right of renewal

options for varying terms. The Group leases various properties

under non-cancellable lease agreements. These leases are

generally between 1 – 10 years.

40KATHMANDU ANNUAL REPORT 2017
2.3 Taxation

KEEPING IT SIMPLE

This section lays out the tax accounting policies, the current and deferred tax charges or credits in

the year (which together make up the total tax charge or credit in the statement of comprehensive

income), a reconciliation of profit before tax to the tax charge and the movements in deferred tax

assets and liabilities.

Accounting policies

Current and deferred income tax

The tax expense for the period comprises current and deferred

tax. Tax is recognised in the statement of comprehensive

income, except to the extent that it relates to items

recognised in other comprehensive income or directly

in equity. In this case, the tax is also recognised in other

comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of

the tax laws enacted or substantively enacted at the balance

sheet date in the countries where the Company’s subsidiaries

operate and generate taxable income. Management

periodically evaluates positions taken in tax returns with

respect to situations in which applicable tax regulations are

subject to interpretation and establishes provisions where

appropriate on the basis of amounts expected to be paid to

the tax authorities.

Deferred income tax is provided in full, using the liability

method, on temporary differences arising between tax bases

of assets and liabilities and their carrying amounts in the

consolidated financial statements. However, the deferred

income tax is not accounted for if it arises from initial

recognition of an asset or liability in a transaction other than

a business combination that at the time of the transaction

affects neither accounting nor taxable profit or loss. Deferred

income tax is determined using tax rates (and laws) that have

been enacted or substantially enacted by the balance sheet

date and are expected to apply when the related deferred

income tax asset is realised or the deferred income tax liability

is settled.

Deferred income tax assets are recognised to the extent

that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences

arising on investments in subsidiaries and associates, except

where the timing of the reversal of the temporary difference is

controlled by the Group and it is probable that the temporary

difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when

there is a legally enforceable right to offset current tax assets

against current tax liabilities and when the deferred income

taxes assets and liabilities relate to income taxes levied by the

same taxation authority on either the same taxable entity or

different taxable entities where there is an intention to settle

the balances on a net basis.

Goods and Services Tax (GST)

The statement of comprehensive income and the cash flow

statement have been prepared so that all components are

stated exclusive of GST. All items in the balance sheet are

stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

Taxation – Statement of comprehensive income

The total taxation charge in the income statement is analysed

as follows:

2017

NZ$’000

2016

NZ$’000

Current income tax charge16,82914,996

Deferred income tax charge

/ (credit)

106(1,192)

Income tax charge

reported in statement of

comprehensive income

16,93513,804

In order to understand how, in the statement of

comprehensive income, a tax charge of $16,934,513 (2016:

$13,804,426) arises on profit before income tax of $54,973,991

(2016: $47,324,681), the taxation charge that would arise at

the standard rate of New Zealand corporate tax is reconciled

to the actual tax charge as follows:

41KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
2017

NZ$’000

2016

NZ$’000

Profit before income tax54,974)47,325)

Income tax calculated at 28%15,393)13,251)

Adjustments to taxation:

Adjustments due to different rate in different jurisdictions578)550)

Non-taxable income(16)(25)

Expenses not deductible for tax purposes1,064)1,492)

Tax expense transferred to foreign currency translation reserve(164)(1,462)

Adjustments in respect of prior years80)(2)

Income tax charge reported in statement of comprehensive income16,935)13,804)

Adjustments for prior periods primarily arise where an outcome is obtained on certain tax matters which differs from

expectations held when the related provision was made. Where the outcome is more favourable than the provision made,

the difference is released, lowering the current year tax charge. Where the outcome is less favourable than the provision, an

additional charge to the current year tax will occur.

The tax charge / (credit) relating to components of other comprehensive income is as follows:

2017

NZ$’000

2016

NZ$’000

Movement in cash flow hedge reserve before tax837(21,230)

Tax impact relating to cash flow hedge reserve(628)5,339

Movement in cash flow hedge reserve after tax209(15,891)

Foreign currency translation reserve before tax91(8,990)

Tax credit / (charge) relating to foreign currency translation reserve1182,606

Movement in foreign currency translation reserve after tax209(6,384)

Total other comprehensive income before tax928(30,220)

Total tax credit / (charge) on other comprehensive income(510)7,945

Total other comprehensive income after tax418(22,275)

Current tax1641,462

Deferred tax(674)6,483

Total tax credit / (charge) on other comprehensive income(510)7,945

Unrecognised tax losses

The Group has estimated tax losses to carry forward from Kathmandu (U.K.) Limited of £11,177,874 (NZ$19,854,128) (2016:

£11,163,169 (NZ$24,427,066)) which can be carried forward to be offset against future profits generated within the UK.

No benefit has been recognised in respect to these losses.

42KATHMANDU ANNUAL REPORT 2017
Imputation credits

2017

NZ$’000

2016

NZ$’000

Imputation credits available for use in subsequent reporting periods based

on a tax rate of 28%

3,6024,934

The above amounts represent the balance of the imputation account as at the end of July 2017, adjusted for:

• Imputation credits that will arise from the payment of the amount of the provision for income tax;

• Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date; and

• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

The balance of Australian franking credits able to be used by the Group in subsequent periods as at 31 July 2017 is A$4,501,155

(2016: A$4,093,795).

Taxation – Balance sheet

The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the

current and prior year:

TA X

DEPRECIATION

NZ$’000

EMPLOYEE

OBLIGATIONS

NZ$’000

BRAND

NZ$’000

FOREIGN

EXCHANGE

NZ$’000

OTHER TIMING

DIFFERENCES

NZ$’000

RESERVES

NZ$’000

TOTAL

NZ$’000

As at 31 July 2015

(Note 1.3)

1751,164(44,879)1,5833,989(2,954)(40,922)

Recognised in

the statement of

comprehensive income

(336)257-(797)2,068-1,192

Recognised in other

comprehensive income

-(51)1,361(37)(129)5,3396,483

As at 31 July 2016(161)1,370(43,518)7495,9282,385(33,247)

Recognised in

the statement of

comprehensive income

209349-(931)267-(106)

Recognised in other

comprehensive income

-3(62)(3)16(628)(674)

As at 31 July 2017481,722(43,580)(185)6,2111,757(34,027)

The deferred tax balance relates to:

• Property, plant and equipment temporary differences arising on differences in accounting and tax depreciation rates

• Employee benefits accruals

• Kathmandu brand (refer Note 1.3)

• Unrealised foreign exchange on intercompany loan (Kathmandu Pty Ltd)

• Realised gain/loss on foreign exchange contracts not yet charged in the statement of comprehensive income

• Inventory provisioning

• Temporary differences arising from landlord contributions and rent free periods

• Temporary differences on the unrealised gain/loss in hedge reserve

• Other temporary differences on miscellaneous items

43KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
2.4 Earnings per share

KEEPING IT SIMPLE

Earnings per share (‘EPS’) is the amount of post-tax profit attributable to each share.

Basic EPS is calculated by dividing the profit after tax attributable to equity holders of the Company

of $38,039,478 (2016: $33,520,955) by the weighted average number of ordinary shares in issue during

the year of 201,488,773 (2016: 201,484,583).

Diluted EPS reflects any commitments the Group has to issue shares in the future that would

decrease EPS. In 2017, these are in the form of share options / performance rights. To calculate the

impact it is assumed that all share options are exercised / performance rights taken, and therefore,

adjusting the weighted average number of shares.

2017

’000

2016

’000

Weighted average number of shares in issue201,489201,484

Adjustment for:

-Share options / performance rights

1,835955

203,324202,439

44KATHMANDU ANNUAL REPORT 2017
SECTION 3

OPERATING ASSETS

AND LIABILITIES

IN THIS SECTION

This section shows the assets used to generate the Group’s trading performance and the liabilities

incurred as a result. Liabilities relating to the Group’s financing activities are addressed in Section 4.

Deferred tax assets and liabilities are shown in note 2.3.

KEEPING IT SIMPLE

Working capital represents the assets and liabilities the Group generates through its trading activity.

The Group therefore defines working capital as inventory, cash, trade and other receivables and trade

and other payables.

3.1 Working capital

3.1.1 Inventor y

Accounting policies

Inventories are stated at the lower of cost and net realisable

value. Cost is determined on a weighted average cost method

and includes expenditure incurred in acquiring the inventories

and bringing them to their existing location and condition.

Net realisable value is the estimated selling price in the

ordinary course of business, less applicable variable selling

expenses. Inventory is considered in transit when the risk and

rewards of ownership have transferred to the Group.

The Group assesses the likely residual value of inventory. Stock

provisions are recognised for inventory which is expected to

sell for less than cost and also for the value of inventory likely

to have been lost to the business through shrinkage between

the date of the last applicable stocktake and balance date. In

recognising the provision for inventory, judgement has been

applied by considering a range of factors including historical

results, stock shrinkage trends and product lifecycle.

Inventory is broken down into trading stock and goods in

transit below:

2017

NZ$’000

2016

NZ$’000

Trading stock76,67881,922

Goods in transit12,52813,514

89,20695,436

Inventory has been reviewed for obsolescence and a provision

of $337,970 (2016: $396,259) has been made.

3.1.2 Cash and cash equivalents

2017

NZ$’000

2016

NZ$’000

Cash on hand172171

Cash at bank3,3526,707

Short term deposits1313

3,5376,891

The carrying amount of the Group's cash and cash equivalents

are denominated in the following currencies:

NZD9962,085

AUD2,0963,239

GBP205644

USD163921

EUR772

3,5376,891

3.1.3 Trade and other receivables

Accounting policies

Trade receivables are recognised initially at the value of

the invoice sent to the customer and subsequently at the

amounts considered recoverable (amortised cost). The

collectability of trade receivables is reviewed on an on-going

basis. Debts, which are known to be uncollectible, are written

off. A provision for doubtful receivables is established when

there is objective evidence that the Group will not be able to

collect all amounts due according to the original terms

of receivables.

45KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
2017

NZ$’000

2016

NZ$’000

Trade receivables240133

Other assets and prepayments6,0444,898

6,2845,031

Other assets include balances in relation to landlord

incentives and takeover bid costs recoverable from

Briscoe Group Limited.

The carrying amount of the Group’s trade and other

receivables are denominated in the following currencies:

NZD3,1763,335

AUD2,9331,608

GBP17588

6,2845,031

3.1.4 Trade and other payables due within one year

Accounting policies

Trade payables are recognised at the value of the invoice

received from a supplier. The carrying value of trade payables

is considered to approximate fair value as amounts are

unsecured and are usually paid by the 30th of the month

following recognition.

A provision is recognised if, as a result of a past event, the

Group has a present legal or constructive obligation that can

be estimated reliably, and it is probable that an outflow of

economic benefits will be required to settle the obligation.

2017

NZ$’000

2016

NZ$’000

Trade payables14,40212,533

Employee entitlements10,3159,793

Sundry creditors and accruals31,40127,618

Provisions6171,140

56,73551,084

The carrying amount of the Group's trade and other payables

are denominated in the following currencies:

NZD11,12911,292

AUD38,96835,602

GBP624903

EUR541

USD6,0093,246

56,73551,084

Provisions primarily relate to the restoration of leased

properties. These provisions are expected to be fully utilised

within the next 12 months.

3.1.5 Credit risk

Credit risk is the risk of financial loss to the Group if a

customer or counterparty to a financial instrument fails to

meet its contractual obligations.

RISK

EXPOSURE

ARISING FROMMONITORINGMANAGEMENT

Credit

risk

Cash and cash

equivalents

Trade

and other

receivables

Aging analysisCredit is generally

only given to

government

or local

council backed

organisations

The nature of the customer base is such that there is no

individual customer concentration of credit risk.

Exposure to credit risk

The below balances are recorded at their carrying amount

after any provision for loss on these financial instruments.

The maximum exposure to credit risk at reporting date was

(carrying amount):

2017

NZ$’000

2016

NZ$’000

Cash and cash equivalents3,5376,891

Trade receivables240133

Sundry debtors3,0982,317

6,8759,341

As at balance date the carrying amount is also considered to

approximate fair value for each of the financial instruments.

There are no past due or impaired balances.

46KATHMANDU ANNUAL REPORT 2017
The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings (if available) or to

historical information about counterparty default rates:

2017

NZ$’000

2016

NZ$’000

Cash and cash equivalents:

Standard & Poors - AA-3,2726,267

Standard & Poors - BBB+265624

Total cash and cash equivalents3,5376,891

3.2 Property, plant and equipment

KEEPING IT SIMPLE

The following section shows the physical assets used by the Group to operate the business,

generating revenues and profits. These assets include store and office fit-out, as well as equipment

used in sales and support activities.

Assets are recognised only when it is probable that future economic benefits associated with the

item will flow to the Group and the cost of the item can be measured reliably.

Accounting policies

Property, plant and equipment

All property, plant and equipment are stated at historical cost less depreciation and impairment. Historical cost includes

expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains/

losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

The assets’ residual value and useful lives are reviewed and adjusted if appropriate at each balance sheet date.

Capital work in progress is not depreciated until available for use.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than

its estimated recoverable amount.

Depreciation

Depreciation of property, plant and equipment is calculated using straight line and diminishing value methods so as to expense

the cost of the assets over their useful lives. The rates are as follows:

Leasehold improvements 10 – 50 %

Office, plant and equipment 8 – 50 %

Furniture and fittings 10 – 50 %

Computer equipment 10 – 60 %

Impairment of assets

Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount

exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

47KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Property, plant and equipment can be analysed as follows:

LEASEHOLD

IMPROVEMENT

$’000

OFFICE, PLANT &

EQUIPMENT

$’000

FURNITURE &

FITTINGS

$’000

COMPUTER

EQUIPMENT

$’000

TOTAL

$’000

Year ended 31 July 2016

Opening net book value32,4232,06517,6331,97254,093

Additions15,4171144,38881020,729

Disposals(270)(16)(158)(8)(452)

Depreciation charge(5,354)(358)(3,780)(527)(10,019)

Asset impairment(1,094)---(1,094)

Exchange differences(1,009)(30)(587)(22)(1,648)

Closing net book value40,1131,77517,4962,22561,609

As at 31 July 2016

Cost 70,4235,39132,8348,316116,964

Accumulated depreciation(30,310)(3,616)(15,338)(6,091)(55,355)

Closing net book value40,1131,77517,4962,22561,609

Year ended 31 July 2017

Opening net book value40,1131,77517,4962,22561,609

Additions7,139473,70053311,419

Disposals(962)(12)(486)(6)(1,466)

Depreciation charge(6,350)(278)(3,347)(655)(10,630)

Asset impairment-----

Exchange differences63129194

Closing net book value40,0031,53317,3922,09861,026

As at 31 July 2017

Cost 73,7945,41834,3858,580122,177

Accumulated depreciation(33,791)(3,885)(16,993)(6,482)(61,151)

Closing net book value40,0031,53317,3922,09861,026

In the previous year an impairment loss of $1,093,945 was

recognised for leasehold improvements in relation to the

closure of the United Kingdom store network.

Depreciation

2017

NZ$’000

2016

NZ$’000

Leasehold improvements6,3505,354

Office, plant and equipment278358

Furniture and fittings3,3473,780

Computer equipment655527

Total depreciation10,63010,019

Sale of property, plant and equipment

Gains and losses on disposals are determined by comparing

proceeds with carrying amount. These are included in the

statement of comprehensive income.

2017

NZ$’000

2016

NZ$’000

Loss/(gain) on sale of property,

plant and equipment

1,465466

Capital commitments

Capital commitments contracted for at balance date

include property, plant and equipment of $2,093,450

(2016: $2,8 81,7 7 1).

Depreciation expenditure is excluded from administration and

general expenses in the statement of comprehensive income.

48KATHMANDU ANNUAL REPORT 2017
3.3 Intangible assets

KEEPING IT SIMPLE

The following section shows the non-physical assets used by the Group to operate the business,

generating revenues and profits. These assets include brands, licenses, software development

and goodwill.

This section explains the accounting policies applied and the specific judgements and estimates

made by the Directors in arriving at the net book value of these assets.

Accounting policies

Goodwill

Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the cost of the acquisition over the Group’s

interest in the net fair value of the assets and liabilities of the acquiree. Separately recognised goodwill is tested annually for

impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-

generating units or groups of cash-generating units that are expected to benefit from the business combination in which the

goodwill arose.

Brand

Acquired brands are carried at original cost based on independent valuation obtained at the date of acquisition. The brand

represents the price paid to acquire the rights to use the Kathmandu brand. The brand is not amortised. Instead the brand is

tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and

is carried at cost less accumulated impairment losses.

Software costs

Software costs have a finite useful life. Software costs are capitalised and written off over the useful economic life.

Costs associated with developing or maintaining computer software programs are recognised as an expense when incurred.

Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and

that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs

include the costs of software development employees.

Software is amortised using straight line and diminishing value methods at rates of 20-67%.

Impairment

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not

be recoverable. Intangible assets that have an indefinite useful life, including goodwill, are not subject to amortisation and

are tested annually for impairment irrespective of whether any circumstances identifying a possible impairment have been

identified. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable

amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash

flows e.g. cash generating units.

49KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Intangible assets

GOODWILL

NZ$’000

BRAND

NZ$’000

SOFTWARE

NZ$’000

TOTAL

NZ$’000

Year ended 31 July 2016

Opening net book value (Note 1.3)122,835152,99511,632287,462

Additions--2,4672,467

Disposals--(14)(14)

Amortisation--(3,898)(3,898)

Exchange differences(1,361)(4,538)(35)(5,934)

Closing net book value121,474148,45710,152280,083

As at 31 July 2016

Cost 122,745148,45724,709295,911

Accumulated amortisation/impairment(1,271)-(14,557)(15,828)

Closing net book value121,474148,45710,152280,083

Year ended 31 July 2017

Opening net book value121,474148,45710,152280,083

Additions--1,8571,857

Disposals----

Amortisation--(3,196)(3,196)

Exchange differences622071270

Closing net book value121,536148,6648,814279,014

As at 31 July 2017

Cost 122,807148,66426,573298,044

Accumulated amortisation/impairment(1,271)-(17,759)(19,030)

Closing net book value121,536148,6648,814279,014

Impairment tests for goodwill and brand

The aggregate carrying amounts of goodwill and brand allocated to each unit are as follows:

GROUPGOODWILLBRAND

2017

NZ$’000

2016

NZ$’000

2017

NZ$’000

2016

NZ$’000

New Zealand45,48445,48451,00051,000

Australia76,05275,99097,66497,457

121,536121,474148,664148,457

For the purposes of goodwill and brand impairment testing, the Group operates as two cash generating units,

New Zealand and Australia. The recoverable amount of the cash generating units has been determined based

on value in use.

50KATHMANDU ANNUAL REPORT 2017
The discounted cash flow valuations were calculated using

projected five year future cash flows based on Board approved

business plans. Business plans are modelled assuming like for

like sales growth based on historical performance taking into

account changing market conditions and the continuation of

the store rollout programme. The key assumptions used for

the value in use calculation are as follows:

20172016

Terminal growth rate1.0%1.0%

New Zealand CGU pre-tax discount rate12.5%12.8%

Australia CGU pre-tax discount rate12.1%13.0%

The terminal growth rate assumption is based on a

conservative estimate considering the current inflationary

environment. Pre-tax discount rates are calculated based

on the current capital structure and cost of debt to derive a

weighted average cost of capital.

The calculations confirmed that there was no impairment

of goodwill and brand during the year (2016: nil). The Board

believes that any reasonably possible change in the key

assumptions used in the calculations would not cause the

carrying amount to exceed its recoverable amount.

The expected continued promotion and marketing of the

Kathmandu brand support the assumption that the brand has

an indefinite life.

Capital commitments

Capital commitments contracted for at balance date include

intangible assets of $850,000 (2016: $1,410,000).

51KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
SECTION 4

CAPITAL STRUCTURE AND

FINANCING COSTS

IN THIS SECTION

This section outlines how the Group manages its capital structure and related financing costs,

including its balance sheet liquidity and access to capital markets.

Capital structure is how a company finances its overall operations and growth by using

different sources of funds. The Directors determine and monitor the appropriate capital structure

of Kathmandu, specifically how much is raised from shareholders (equity) and how much is

borrowed from financial institutions (debt) in order to finance the Group’s activities both now

and in the future.

The Directors consider the Group’s capital structure and dividend policy at least twice a year ahead

of announcing results and do so in the context of its ability to continue as a going concern, to

execute strategy and to deliver its business plan.

4.1 Interest bearing liabilities

Accounting policies

Borrowings are initially recognised at fair value, net of

transaction costs incurred. Borrowings are subsequently

measured at amortised cost. Any difference between the

proceeds (net of transaction costs) and the redemption

amount is recognised in the statement of comprehensive

income over the period of the borrowings using the effective

interest method.

Borrowings are classified as current liabilities unless the Group

has an unconditional right to defer settlement of the liability

for at least 12 months after the balance sheet date.

The table below separates borrowings into current and non-

current liabilities:

2017

NZ$’000

2016

NZ$’000

Current portion--

Non-current portion10,43143,691

Total term loans10,43143,691

The Group has a multi option facility agreement with

Commonwealth Bank of Australia and ASB Bank Limited,

repayable in full on 30 June 2019, and a facility agreement

with Bank of New Zealand and National Bank of Australia,

repayable in full on 23 March 2018.

Interest is payable based on the BKBM rate (NZD borrowings),

the BBSY rate (AUD borrowings), or the applicable short term

rate for interest periods less than 30 days, plus a margin of up

to 1.30%. There are no assets pledged as security in relation to

the unsecured debt in the 2017 financial year (2016: nil).

The covenants entered into by the Group require specified

calculations of Group earnings before interest, tax,

depreciation and amortisation (EBITDA) plus lease rental costs

to exceed total fixed charges (net interest expense and lease

rental costs) at the end of each half during the financial year.

Similarly EBITDA must be no less than a specified proportion

of total net debt at the end of each six month interim period.

The calculations of these covenants are specified in the bank

facility agreements of 19 December 2011 and have been

complied with at 31 July 2017.

The current interest rates, prior to hedging, on the term loans

ranged between 2.24% - 2.52% (2016: 2.56% - 3.13%).

52KATHMANDU ANNUAL REPORT 2017
2017

NZ$’000

2016

NZ$’000

The principal of interest bearing liabilities is:

Payable within 1 year--

Payable 1 to 2 years10,43143,691

Payable 2 to 3 years--

Payable 3 to 4 years--

10,43143,691

4.1.1 Finance costs

2017

NZ$’000

2016

NZ$’000

Interest income(28)(26)

Interest expense1,8872,665

Other finance costs360344

Net exchange loss/(gain) on foreign currency borrowings(189)573

2,0303,556

Other finance costs relates to facility fees on banking arrangements.

4.1.2 Cash flow and fair value interest rate risk

Interest rate risk is the risk that fluctuations in interest rates impact the Group’s financial performance.

RISKEXPOSURE ARISING FROMMONITORINGMANAGEMENT

Interest rate riskInterest bearing liabilities at

floating rates

Cash flow forecasting

Sensitivity analysis

Interest rate swaps

Refer to section 4.2 for notional principal amounts and valuations of interest rate swaps outstanding at balance date.

A sensitivity analysis of interest rate risk on the Group’s financial assets and liabilities is provided in the table below.

At the reporting date the interest rate profile of the Group's banking facilities was (carrying amount):

2017

NZ$’000

2016

NZ$’000

Total secured loans10,43143,691

less Principal covered by interest rate swaps(37,724)(47,017)

Net Principal subject to floating interest rates

1

(27,293)(3,326)

1

Debt levels fluctuate throughout the year and as at 31 July, are at a cyclical low. Forecast debt levels are expected to remain in excess of the interest rate

swaps for a significant majority of the year.

Interest rate swaps have the economic effect of converting borrowings from floating to fixed rates. The cash flow hedge (gain)/

loss on interest rate swaps at balance date was $330,041 (2016: $697,687).

53KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Summarised sensitivity analysis

The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate risk.

A sensitivity of 1% (2016: 1%) has been selected for interest rate risk. The 1% is based on reasonably possible changes over a

financial year, using the observed range of historical data for the preceding five year period.

Amounts are shown net of income tax. All variables other than applicable interest rates are held constant. The impact on equity

is presented exclusive of the impact on retained earnings.

-1%+1%

31 JULY 2017

CARRYING AMOUNT

$’000

PROFIT

$’000

EQUITY

$’000

PROFIT

$’000

EQUITY

$’000

Derivative financial instruments (asset) / liability7,299(377)497377(479)

Financial assets

Cash3,537(25)-25-

(25)-25-

Financial liabilities

Borrowings10,431104-(104)-

104-(104)-

Total increase / (decrease)(298)497298(479)

-1%+1%

31 JULY 2016

CARRYING AMOUNT

$’000

PROFIT

$’000

EQUITY

$’000

PROFIT

$’000

EQUITY

$’000

Derivative financial instruments (asset) / liability8,133(470)777470(750)

Financial assets

Cash6,891(50)-50-

(50)-50-

Financial liabilities

Borrowings43,691437-(437)-

437-(437)-

Total increase / (decrease)(83)77783(750)

4.1.3 Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

RISKEXPOSURE ARISING FROMMONITORINGMANAGEMENT

Liquidity riskInterest bearing and

other liabilities

Forecast and actual

cash flows

Active working capital

management and flexibility in

funding arrangements

The Group has borrowing facilities of $116,772,823 / $110,000,000 AUD (2016: $116,525,424 / $110,000,000 AUD) and

operates well within this facility. This includes short term bank overdraft requirements, and at balance date no bank accounts

were in overdraft.

54KATHMANDU ANNUAL REPORT 2017
KEEPING IT SIMPLE

The table below analyses the Group’s financial liabilities and net-settled derivative financial

liabilities into relevant maturity groupings based on the remaining period at the balance date to the

contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash

flows, so will not always reconcile with the amounts disclosed on the balance sheet.

LESS THAN

1 YEAR

NZ$’000

BETWEEN

1 AND 2 YEARS

NZ$’000

BETWEEN

2 AND 5 YEARS

NZ$’000

OVER

5 YEARS

NZ$’000

Group 2017

Trade and other payables56,735---

Borrowings24210,653--

56,97710,653--

Group 2016

Trade and other payables51,084---

Borrowings1,22244,477--

52,30644,477--

The Group enters into forward exchange contracts to manage the risks associated with the purchase of foreign currency

denominated products.

The table below analyses the Group’s derivative financial instruments that will be settled on a gross basis into relevant maturity

groupings based on the remaining period at the balance date to the contractual maturity date. The amounts disclosed in the

table are the contractual undiscounted cash flows. They are expected to occur and affect the profit or loss at various dates

between balance date and the following five years.

LESS THAN

1 YEAR

NZ$’000

BETWEEN

1 AND 2 YEARS

NZ$’000

BETWEEN

2 AND 5 YEARS

NZ$’000

At 31 July 2017

Forward foreign exchange contracts

-Inflow123,172--

-Outflow(130,141)--

Net Inflow / (Outflow)(6,969)--

Net settled derivatives – interest rate swaps

Net Inflow / (Outflow)(248)(99)(24)

At 31 July 2016

Forward foreign exchange contracts

- Inflow114,330--

- Outflow(121,765)--

Net Inflow / (Outflow)(7,435)--

Net settled derivatives – interest rate swaps

Net Inflow / (Outflow)(215)(124)(44)

55KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
KEEPING IT SIMPLE

A derivative is a type of financial instrument typically used to manage risk. A derivative’s value

changes over time in response to underlying variables such as exchange rates or interest rates

and is entered into for a fixed period. A hedge is where a derivative is used to manage an

underlying exposure.

The Group is exposed to changes in interest rates on its borrowings and to changes in foreign

exchange rates on its foreign currency (largely USD) purchases. The Group uses derivatives to hedge

these underlying exposures.

Derivative financial instruments are initially included in the balance sheet at their fair value, either as

assets or liabilities, and are subsequently re-measured at fair value at each reporting date.

An interest rate swap is an instrument to exchange a fixed rate of interest for a floating rate, or vice

versa, or one type of floating rate for another.

4.2 Derivative financial instruments

Accounting policies

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-

measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is

designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as

hedges of highly probable forecast transactions (cash flow hedges).

The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, as

well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its

assessment, both at hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions

have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised

in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the statement of

comprehensive income. Amounts accumulated in equity are recycled in the statement of comprehensive income in the periods

when the hedged item will affect profit or loss. However, when the forecast transaction that is hedged results in the recognition

of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are

transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting,

any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in the statement of comprehensive income. When a forecast transaction is no longer expected to occur,

the cumulative gain or loss that was reported in equity is immediately transferred to the statement of comprehensive income.

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the

transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at

year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement

of comprehensive income, except when deferred in other comprehensive income. Translation differences on monetary financial

assets and liabilities are reported as part of the fair value gain or loss.

56KATHMANDU ANNUAL REPORT 2017
Derivative financial instruments

2017

NZ$’000

2016

NZ$’000

Foreign exchange contracts

Current asset--

Current liability(6,969)(7,435)

Net foreign change contracts – cash flow hedge (asset / (liability))(6,969)(7,435)

Interest rate swaps

Non-current asset--

Current liability(65)(94)

Non-current liability(265)(604)

Net interest rate swaps – cash flow hedge (asset / (liability))(330)(698)

Total derivative financial instruments(7,299)(8,133)

The above table shows the Group’s financial derivative holdings at year end.

Interest rate swaps - cash flow hedge

Interest rate swaps are to exchange a floating rate of interest for a fixed rate of interest. The objective of the transaction is to

hedge the core floating rate borrowings of the business to minimise the impact of interest rate volatility within acceptable levels

of risk thereby limiting the volatility on the Group's financial results. The notional amount of interest rate swaps at balance date

was $37,723,992 (2016: $47,016,949). The fixed interest rates range between 2.13% and 3.52% (2016: 2.13% and 4.13%). Refer section

4.1.3 for timing of contractual cash flows relating to interest rate swaps.

Foreign exchange contracts - cash flow hedge

The objective of these contracts is to hedge highly probable anticipated foreign currency purchases against

currency fluctuations. These contracts are timed to mature when import purchases are scheduled for payment.

The notional amount of foreign exchange contracts amount to US$92,450,000, NZ$130,140,594 (2016: US$81,700,000,

NZ $121,765, 202).

No material hedge ineffectiveness for interest rate swaps or foreign exchange contracts exists as at balance date (2016: nil).

Refer to section 4.2.1 for a sensitivity analysis of foreign exchange risk associated with derivative financial instruments.

4.2.1 Foreign exchange risk

Foreign exchange risk is the risk that fluctuations in exchange rates will impact the Group’s financial performance. The Group

operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to

the AUD, USD and the GBP.

RISKEXPOSURE ARISING FROMMONITORINGMANAGEMENT

Foreign exchange riskForeign currency purchases – over

90% of purchases are in USD

Forecast purchases

Reviewing exchange rate movements

USD foreign exchange

derivatives

The Group is exposed to currency risk on any cash remitted between Australia and the United Kingdom and New Zealand. The

Group does not hedge for such remittances. Interest on borrowings is denominated in either New Zealand dollars or Australian

dollars, and is paid for out of surplus operating cashflows generated in New Zealand or Australia.

57KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Summarised sensitivity analysis

The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to foreign exchange risk.

A sensitivity of -10% / +10% (2016: -10% / +10%) for foreign exchange risk has been selected. While it is unlikely that an equal

movement of the New Zealand dollar would be observed against all currencies, an overall sensitivity of -10% / +10% (2016: -10% /

+10%) is reasonable given the exchange rate volatility observed on a historic basis for the preceding five year period and market

expectation for potential future movements.

Amounts are shown net of income tax. All variables other than applicable exchange rates are held constant. The impact on

equity is presented exclusive of the impact on retained earnings.

-10%+10%

31 JULY 2017

CARRYING

AMOUNT

$’000

PROFIT

$’000

EQUITY

$’000

PROFIT

$’000

EQUITY

$’000

Derivative financial instruments (asset) / liability7,299-(13,549)-11,086

Financial assets

Cash3,537203-(166)-

Trade receivables and sundry debtors3,338(129)-105-

74-(61)-

Financial liabilities

Trade payables56,735(3,648)-2,985-

Borrowings10,431-(594)-486

(3,648)(594)2,985486

Total increase / (decrease)(3,574)(14,143)2,92411,572

-10%+10%

31 JULY 2016

CARRYING

AMOUNT

$’000

PROFIT

$’000

EQUITY

$’000

PROFIT

$’000

EQUITY

$’000

Derivative financial instruments (asset) / liability8,133-(12,704)-10,394

Financial assets

Cash6,891384-(315)-

Trade receivables and sundry debtors2,450(30)-25-

354-(290)-

Financial liabilities

Trade payables51,084(3,183)-2,605-

Borrowings43,691-(2,415)-1,976

(3,183)(2,415)2,6051,976

Total increase / (decrease)(2,829)(15,119)2,31512,370

58KATHMANDU ANNUAL REPORT 2017
4.3 Equity

KEEPING IT SIMPLE

This section explains material movements recorded in shareholders’ equity that are not explained

elsewhere in the financial statements. The movements in equity and the balance at 31 July 2017 are

presented in the statement of changes in equity.

Accounting policies

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as

a deduction, net of tax, from the proceeds.

Dividends

Dividends are recognised through equity on the earlier of their approval by the Company’s shareholders or their payment.

4.3.1 Contributed equity - ordinary shares

2017

NZ$’000

2016

NZ$’000

Ordinary shares fully paid ($)200,209200,191

Balance at beginning of year200,191200,191

Issue of shares under Executive and Senior Management Long Term Incentive Plan18-

Balance at end of year200,209200,191

Number of issued shares

2017

NZ$’000

2016

NZ$’000

Ordinary shares issued at beginning of the year201,484201,484

Shares issued under Executive and Senior Management Long Term Incentive Plan13-

Ordinary shares issued at end of the year201,497201,484

As at 31 July 2017 there were 201,497,120 ordinary issued shares in Kathmandu Holdings Limited and these are classified as equity.

12,537 (2016: nil) were issued under the “Executive and Senior Management Long Term Incentive Plan 24 November 2010” and no

shares (2016: nil) were issued under the “Executive Share Option Plan 16 October 2009” during the year.

All ordinary shares carry equal rights in respect of voting and the receipt of dividends. Ordinary shares do not have a par value.

Refer to section 5.4 for Employee share based remuneration plans.

4.3.2 Reserves and retained earnings

Cash flow hedging reserve

The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised directly in

other comprehensive income, as described in the accounting policy in section 4.2. The amounts are recognised in profit and loss

when the associated hedged transaction affects profit and loss.

Foreign currency translation reserve

The FCTR is used to record foreign currency translation differences arising on the translation of the Group entities results and

financial position. The amounts are accumulated in other comprehensive income and recognised in profit and loss when the

foreign operation is partially disposed of or sold.

59KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Share based payments reserve

The share based payments reserve is used to recognise the fair value of share options and performance rights granted but not

exercised or lapsed. Amounts are transferred to share capital when vested options are exercised by the employee or performance

rights are granted.

Reserves

2017

NZ$’000

2016

NZ$’000

(i) Cash flow hedging reserve

Opening balance(5,531)10,360

Revaluation - gross8,142(4,470)

Deferred taxation on revaluation2.3(628)5,339

Transfer to hedged asset(7,171)(16,782)

Transfer to net profit - gross(134)22

Closing balance(5,322)(5,531)

(ii) Foreign currency translation reserve

Opening balance(19,702)(13,318)

Currency translation differences – Gross91(8,990)

Currency translation differences – Taxation2.31182,606

Closing balance(19,493)(19,702)

(iii) Share based payments reserve

Opening balance69224

Current year amortisation1,139692

Transfer to Share Capital on vesting of shares to Employees(18)-

Share Options / Performance Rights lapsed-(24)

Closing balance1,813692

Total Reserves(23,002)(24,541)

4.3.3 Dividends

2017

NZ$’000

2016

NZ$’000

Prior year final dividend paid16,11910,075

Current year interim dividend paid8,0606,044

Dividends paid ($0.12 per share (2016: $0.08))24,17916,119

4.3.4 Capital risk management

The Group’s capital includes contributed equity, reserves and retained earnings.

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to

provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the

cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return

capital to shareholders, issue new shares or sell assets to reduce debt or draw down more debt.

60KATHMANDU ANNUAL REPORT 2017
SECTION 5


OTHER NOTES

5.1 Related parties

SUBSIDIARIESEQUITY HOLDING

20172016

Milford Group Holdings Limited100%100%

Kathmandu Limited100%100%

Kathmandu Pty Limited100%100%

Kathmandu (U.K.) Limited100%100%

All subsidiary entities have a balance date of 31 July. Kathmandu Pty Limited and Kathmandu (U.K.) Limited are incorporated in

Australia and the United Kingdom, respectively. All other subsidiary entities are incorporated in New Zealand.

The principal activities of the subsidiaries are:

COUNTRY OF REGISTRATIONPRINCIPAL ACTIVITY

Milford Group Holdings LimitedNew ZealandHolding company

Kathmandu LimitedNew ZealandOutdoor retailer

Kathmandu Pty LimitedAustraliaOutdoor retailer

Kathmandu (U.K.) LimitedUnited KingdomOutdoor retailer

5.1.1 Related party disclosures

Parent and Ultimate Controlling Party

Kathmandu Holdings Limited is the immediate parent,

ultimate parent and controlling party.

During the year, legal fees of $666,413 (2016: $223,681)

were paid to Chapman Tripp for services provided to the

Group (primarily related to takeover defence activity and

property leases). John Holland is a Director of Kathmandu

Holdings Limited, and during the period was a Consultant

of Chapman Tripp. John Holland ceased to be a consultant

on 30 November 2016. As at 31 July 2017, the Group owed

outstanding legal fees of $126,591 (2016: $2,652).

During the year, operating lease costs of $223,258 (2016:

$240,478) were paid to Chalmers Properties Limited, a

subsidiary of Port Otago Limited. John Harvey is a Director of

both of these companies.

During the year the Company advanced and repaid loans

to its subsidiaries by way of an internal current account. In

presenting the financial statements of the Group, the effect

of transactions and balances between fellow subsidiaries and

those with the parent have been eliminated. All transactions

with related parties were in the normal course of business and

provided on commercial terms.

Key Management Personnel

2017

NZ$’000

2016

NZ$’000

Salaries2,8823,549

Other short-term

employee benefits

9871,327

Employee performance rights675218

4,5445,094

61KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Key management personnel include the following employees:

Executive Directors:

• Chief Executive Officer

Other Key Management Personnel:

• Chief Financial Officer

• General Manager, Product

• General Manager, Marketing, Online and International

• General Manager, Supply Chain

• General Manager, Human Resources

• Chief Information Officer

• General Manager, Retail Stores and Operations

Remuneration Detail – refer to section 5.3.

5.2 Fair values

The following methods and assumptions were used to

estimate the fair values for each class of financial instrument:

Trade debtors, trade creditors and bank balances

The carrying value of these items is equivalent to their

fair value.

Term liabilities

The fair value of the Group's term liabilities is estimated based

on current market rates available to the Group for debt of

similar maturity. The fair value of term liabilities equates to

their current carrying value.

Foreign exchange contracts and interest rate swaps

The fair value of these instruments is determined by using

valuation techniques (as they are not traded in an active

market). These valuation techniques maximise the use of

observable market data where it is available and rely as little

as possible on entity specific estimates.

Specific valuation techniques used to value financial

instruments include the fair value of interest rate swaps

calculated as the present value of the estimated future cash

flows based on observable yield curves and the fair value of

forward foreign exchange contracts determined using forward

exchange rates at the balance sheet date, with the resulting

value discounted back to present value.

These derivatives have all been determined to be within level

2 (for the purposes of NZ IFRS 13) of the fair value hierarchy

as all significant inputs required to ascertain the fair value of

these derivatives are observable.

Guarantees and overdraft facilities

The fair value of these instruments is estimated on the basis

that management do not expect settlement at face value to

arise. The carrying value and fair value of these instruments

are approximately nil. All guarantees are payable on demand.

62KATHMANDU ANNUAL REPORT 2017
5.3 Remuneration Detail

2017SHORT-TERM BENEFITS

P OST-

EMPLOYMENT

BENEFITSSHARE BASED PAYMENTS

NAME

CASH

SALARY

AND FEES

$

CASH

BONUS

$

NON-

MONETARY

BENEFITS

$

SUPER-

ANNUATION

$

PERFORMANCE

RIGHTS

1


$

EQUITY

RELATED

%

TOTAL

$

PERFORMANCE

RELATED

%

Non-Executive Directors

David Kirk236,428----0.0%236,4280.0%

John Harvey123,687----0.0%123,6870.0%

John Holland123,687----0.0%123,6870.0%

Sandra McPhee123,687----0.0%123,6870.0%

Christine Cross123,687----0.0%123,6870.0%

731,176----0.0%731,1760.0%

Executive Directors

Xavier Simonet 821,965446,891-21,170203,86613.6%1,493,89229.9%

821,965446,891-21,170203,86613.6%1,493,89229.9%

Other Key Management Personnel

Reuben Casey 366,651116,0333,12311,000121,99219.7%618,79918.8%

Other Management 1,589,914411,5209,03171,879349,28114.4%2,431,62516.9%

Total3,509,706974,44412,154104,049675,13912.8%5,275,49218.5%

1

No performance rights were vested and issued to key management personnel during 2017, this represents the accounting expense of amortising the value

of performance rights from grant date to vesting date (refer to note 5.4).

2016SHORT-TERM BENEFITS

P OST-

EMPLOYMENT

BENEFITSSHARE BASED PAYMENTS

NAME

CASH

SALARY

AND FEES

$

CASH

BONUS

$

NON-

MONETARY

BENEFITS

$

SUPER-

ANNUATION

$

PERFORMANCE

RIGHTS

1


$

EQUITY

RELATED

%

TOTAL

$

PERFORMANCE

RELATED

%

Non-Executive Directors

David Kirk241,553----0.0%241,5530.0%

John Harvey126,368----0.0%126,3680.0%

John Holland126,368----0.0%126,3680.0%

Sandra McPhee126,368----0.0%126,3680.0%

Christine Cross126,368----0.0%126,3680.0%

747,025----0.0%747,0250.0%

Executive Directors

Xavier Simonet

2

814,531556,745-20,70791,6796.2%1,483,66237.5%

Mark Todd

3

345,668-1,86710,370-0.0%357,9050.0%

1,160,199556,7451,86731,07791,6795.0%1,841,56730.2%

Other Key Management Personnel

Reuben Casey 355,00099,4002,91110,65032,8166.6%500,77719.8%

Other Management 1,914,591658,4968,42178,06393,8253.4%2,753,39623.9%

Total4,176,8151,314,64113,199119,790 218,3203.7%5,842,76522.5%

1

No performance rights were vested and issued to key management personnel during 2017, this represents the accounting expense of amortising the

value of performance rights from grant date to vesting date (refer to note 5.4).

2

Cash bonus includes payments related to sign on bonus and short term

incentives;

3

Resigned as Executive Director on 24 August 2015.

63KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
5.4 Employee Share Based Remuneration

Accounting policy

(ii) Equity settled long term incentive plan

The Executive and Senior Management Long Term Incentive plan grants Group employees performance rights subject to

performance hurdles being met. The fair value of rights granted is recognised as an employee expense in the Statement of

comprehensive income with a corresponding increase in the employee share based payments reserve. The fair value is measured

at grant date and amortised over the vesting periods. The fair value of the rights granted is measured using the Kathmandu

Holdings Limited share price as at the grant date less the present value of the dividends forecast to be paid prior to the each

vesting date. When performance rights vest, the amount in the share based payments reserve relating to those rights are

transferred to share capital. When any vested performance rights lapse upon employee termination, the amount in the share

based payments reserve relating to those rights is transferred to retained earnings.

Executive and Senior Management Long Term Incentive Plan

On 20 November 2013, shareholders approved at the Annual General Meeting the continuation of an Employee Long Term

Incentive Plan (LTI) (previously established 24 November 2010) to grant performance rights to Executive Directors, Key

Management Personnel and other Senior Management. Performance rights will vest subject to the satisfaction of

performance conditions which will be different for Executive Directors as compared with the Key Management Personnel

and Senior Management.

Executive Directors

Performance rights granted to Executive Directors are summarised below:

GRANT DATEBALANCE AT

START OF YEAR

NUMBER

GRANTED DURING

THE YEAR

NUMBER

VESTED DURING

THE YEAR

NUMBER

LAPSED DURING

THE YEAR

NUMBER

BALANCE AT THE

END OF YEAR

NUMBER

19 Dec 2016-293,078--293,078

16 Dec 2015407,463---407,463

407,463293,078--700,541

The performance rights granted on 19 December 2015 are Long Term Incentive components only.

Long Term Incentive performance rights vest in equal tranches. In each tranche the rights are subject to a combination of a

relative Total Shareholder Return (TSR) hurdle and/or an EPS growth hurdle. The relative weighting and number of tranches for

each grant date are shown in the table below:

GRANT DATETRANCHESEPS WEIGHTINGTSR WEIGHTING

19 Dec 2016150%50%

16 Dec 2015150%50%

64KATHMANDU ANNUAL REPORT 2017
The proportion of rights subject to the relative TSR hurdle

is dependent on Kathmandu Holdings Limited’s TSR

performance relative to a defined comparable group of

companies in New Zealand and Australia listed on either

the ASX or NZX. The percentage of TSR related rights vest

according to the following performance criteria:

KATHMANDU HOLDINGS LIMITED

RELATIVE TSR RANKING

% VESTING

Below the 50th percentile0%

50th percentile50%

51st – 74th percentile50% + 2% for each

percentile above

the 50th

75th percentile or above100%

The TSR performance is calculated for the following

performance periods:

TRANCHE20172016

Tranche 136 months to 1

December 2019

36 months to 1

December 2018

The fair value of the TSR rights have been valued under a

Monte Carlo simulation approach predicting Kathmandu

Holdings Limited’s TSR relative to the comparable group of

companies at the respective vesting dates for each tranche.

The fair value of TSR rights, along with the assumptions used

to simulate the future share prices using a random-walk

process are shown below:

20172016

Fair value of TSR rights$167,054$189,470

Current price at grant date$1.96$1.44

Risk free interest rate2.40%2.76%

Expected life (years)33

Expected share volatility44.3%45.7%

The estimated fair value for each tranche of rights issued is

amortised over the vesting period from the grant date.

The proportion of rights subject to the EPS growth hurdle

is dependent on the compound average annual growth in

Kathmandu Holdings Limited’s EPS relative to the year ending

31 July 2016. The applicable performance periods are:

TRANCHE2017

PERFORMANCE

PERIOD

2016

PERFORMANCE

PERIOD

Tranche 1FY19 EPS relative

to FY16 EPS

FY18 EPS relative

to FY15 EPS

The percentage of the 2017 EPS growth related rights scales

according to the compound average annual EPS growth

achieved as follows:

EPS

GROWTH

2017 %

RIGHTS

VESTING

EPS

GROWTH

2016 %

RIGHTS

VESTING

< 10%0%< 17.5%0%

>=10%, < 11%50%>=17.5%, < 18.5%50%

>=11%, < 12%60%>=18.5%, < 19.5%60%

>=12%, < 13%70%>=19.5%, < 20.5%70%

>=13%, < 14%80%>=20.5%, < 21.5%80%

>=14%, < 15%90%>=21.5%, < 22.5%90%

>=15%100%>=22.5%100%

The fair value of the EPS rights have been assessed as the

Kathmandu Holdings Limited share price as at the grant date

less the present value of the dividends forecast to be paid

prior to each vesting date. The estimated fair value for each

tranche of options issued is amortised over the vesting period

from the grant date.

65KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Key Management Personnel and Senior Management

Performance rights granted to Key Management Personnel and Senior Management, all Short Term Incentives under the

shareholder approved Employee Long Term Incentive Plan are summarised below:

1

Remaining performance rights on vesting date 31 July 2017, which were subsequently issued on 22 August 2017.

Short Term Incentive performance rights vest:

• upon the Company achieving non-market performance hurdles; and

• the employee remaining in employment with the Company until the vesting date.

The performance period and vesting dates are summarised below:

20172016

Grant Date7 Dec 2016 18 Dec 2015

Performance period (year ending)31 Jul 201731 Jul 2016

Vesting Date – Key Management Personnel and Senior Management31 Jul 201831 Jul 2017

The fair value of the rights were assessed as the Kathmandu Holdings Limited share price as at the grant date less the present

value of the dividends forecast to be paid prior to the vesting date. The fair value of each right has been calculated to be NZ$1.71

per right (2016: NZ$1.45)

The non-market performance hurdles set for the year ending 31 July 2017 were met and accordingly an expense has been

recognised in the Statement of Comprehensive Income.

Expenses arising from equity settled share based payments transactions

2017

NZ$’000

2016

NZ$’000

Executive Directors20492

Key Management Personnel and Senior Management935600

1,139692

5.5 Contingent liabilities

KEEPING IT SIMPLE

A contingent liability is a liability that is not sufficiently certain to qualify for recognition as a

provision where uncertainty may exist regarding the outcome of future events.

2017

NZ$’000

2016

NZ$’000

Liabilities outstanding under letters of credit-159

GRANT DATE

BALANCE AT

START OF YEAR

NUMBER

GRANTED DURING

THE YEAR

NUMBER

VESTED DURING

THE YEAR

NUMBER

LAPSED DURING

THE YEAR

NUMBER

BALANCE AT THE

END OF YEAR

NUMBER

07 Dec 2016-648,954-(138,632)510,322

18 Dec 2015703,183-(12,537)(20,977) 669,669

1

66KATHMANDU ANNUAL REPORT 2017
5.6 Contingent assets

There are no contingent assets in 2017 (2016: nil).

5.7 Events occurring after

the balance date

There are no events after balance date which materially

affect the information within the financial statements.

5.8 Supplementary Information

Directors fees

2017

NZ$’000

2016

NZ$’000

Directors' fees731747

Directors fees for the Parent company were paid to

the following:

• David Kirk (Chairman)

• Sandra McPhee

• John Harvey

• John Holland

• Christine Cross

2017

NZ$’000

2016

NZ$’000

Audit services - PricewaterhouseCoopers

Statutory audit133130

Half year review3230

Other assurance services*1937

Total remuneration for audit services184197

* Other assurance services relate the preparation of revenue certificates

and a treasury review in the previous year.

Audit fees

During the year the following fees were paid or payable for

services provided by the auditor of the parent entity, its

related practices and other network audit firms:

67KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
5.9 New Accounting Standards

New standards first applied in the year

There are no standards or amendments adopted by the Group since 1 August 2017 that have a significant impact on the Group.

Standards, interpretations and amendments to published standards that are not yet effective

NEW ACCOUNTING

STANDARD

EFFECTIVE DATE

APPLICABLE TO THE

GROUP

SUMMARY OF

CHANGES

GROUP

IMPACT

NZ IFRS 9

Financial

Instruments

1 August 2018Addresses the classification,

measurement and de-recognition

of financial assets and financial

liabilities and new rules for

hedge accounting.

It is not expected that the adoption of

NZ IFRS 9 will have a significant impact

on the Group’s financial statements.

In the coming year we will do a full

assessment to quantify any impact.

NZ IFRS 15

Revenue from

Contracts with

Customers

1 August 2018Establishes the reporting principles

relating to the nature, amount,

timing and uncertainty of revenue

and cash flows arising from a

contract with a customer.

It is not expected that the adoption of

NZ IFRS 15 will have a significant impact

on the Group’s financial statements.

In the coming year we will do a full

assessment to quantify any impact.

NZ IFRS 16

Leases

1 August 2019Introduces a single lessee accounting

model requiring a lessee to recognise

assets and liabilities for all leases

with a term of more than 12 months

where they are not considered low

value. A right-of-use asset will be

recognised representing the right

to use the underlying leased asset

and a lease liability representing

the obligations to make lease

payments. As a consequence, a

lessee recognises depreciation of the

right-of-use asset and interest on the

lease liability.

This standard will materially impact

the Group’s financial statements at

transition and in future years, as the

group’s operating leases (primarily in

relation to store, distribution centre

and office leases) are recognised

on balance sheet. Rental expense

currently recognised in the statement

of comprehensive income will be

replaced with depreciation and interest.

Initial assessment activities have been

undertaken on the Group’s current

leases, however the impact of the

standard will depend on the leases in

place on transition. Detailed review of

lease contracts will continue over the

next year to determine the full impact

on adoption of NZ IFRS 16.

68KATHMANDU ANNUAL REPORT 2017
PricewaterhouseCoopers

PwC Centre, Level 4, 60 Cashel Street, Christchurch Central, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, F: +64 3 374 3001, pwc.co.nz

Independent auditor’s report

To the shareholders of Kathmandu Holdings Limited

The consolidated financial statements comprise:

the consolidated balance sheet as at 31 July 2017;

the consolidated statement of comprehensive income for the year then ended;

the consolidated statement of changes in equity for the year then ended;

the consolidated statement of cash flows and the reconciliation of net profit after taxation with cash

inflow from operating activities for the year then ended; and

the notes to the consolidated financial statements, which include a summary of significant

accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Kathmandu Holdings Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the

Group as at 31 July 2017, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in theAuditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners(PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’Code of Ethics for

Professional Accountants(IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services as auditors for the Group in the areas of a share register audit and

store turnover certificates. The provision of these other services has not impaired our independence as

auditor of the Group.

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall group materiality: $2.75 million, which represents 5% of profit before

tax.

We chose profit before tax as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most commonly

measured by users, and is a generally accepted benchmark.

We agreed with the Audit and Risk Committee that we would report to them

misstatements identified during the audit above $275,000.

We have determined the following areas as key audit matters:

Carrying value of goodwill and brand intangible assets; and

Inventory valuation and existence

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

The accounting function for the Group is maintained in New Zealand, providing consistent accounting

systems and processes across the different economic jurisdictions the Group operates in. Our audit was

conducted by a New Zealand based team and the scope of our testing included the transactions of the

entire Group.

69KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
PricewaterhouseCoopers

PwC Centre, Level 4, 60 Cashel Street, Christchurch Central, PO Box 13244, Christchurch 8141, New Zealand

T: +64 3 374 3000, F: +64 3 374 3001, pwc.co.nz

Independent auditor’s report

To the shareholders of Kathmandu Holdings Limited

The consolidated financial statements comprise:

the consolidated balance sheet as at 31 July 2017;

the consolidated statement of comprehensive income for the year then ended;

the consolidated statement of changes in equity for the year then ended;

the consolidated statement of cash flows and the reconciliation of net profit after taxation with cash

inflow from operating activities for the year then ended; and

the notes to the consolidated financial statements, which include a summary of significant

accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Kathmandu Holdings Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the

Group as at 31 July 2017, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in theAuditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners(PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’Code of Ethics for

Professional Accountants(IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services as auditors for the Group in the areas of a share register audit and

store turnover certificates. The provision of these other services has not impaired our independence as

auditor of the Group.

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall group materiality: $2.75 million, which represents 5% of profit before

tax.

We chose profit before tax as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most commonly

measured by users, and is a generally accepted benchmark.

We agreed with the Audit and Risk Committee that we would report to them

misstatements identified during the audit above $275,000.

We have determined the following areas as key audit matters:

Carrying value of goodwill and brand intangible assets; and

Inventory valuation and existence

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

The accounting function for the Group is maintained in New Zealand, providing consistent accounting

systems and processes across the different economic jurisdictions the Group operates in. Our audit was

conducted by a New Zealand based team and the scope of our testing included the transactions of the

entire Group.

70KATHMANDU ANNUAL REPORT 2017
Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Key audit matterHow our audit addressed the key audit matter

Carrying value of goodwill and brand

intangible assets

As disclosed in note 3.3, the Group has

$279 million of intangible assets,

including $121.5 million of Goodwill and

$148.7 million of indefinite life Brands at

31 July 2017. These assets were

recognised on acquisition of the business

in 2006. No impairment charge has been

recorded by management against these

balances in the current or previous

financial years.

Our audit focused on the intangible assets

due to the judgements and estimates that

are involved in determining whether the

“fair value” exceeds the carrying value.

Management assess whether there are

any impairment indicators each year for

each of the business units. For the

purposes of assessing whether there are

indicators of impairment of the Goodwill

and Brands, management have

determined that there are two business

units being the New Zealand and the

Australian operations.

Management prepared a valuation of the

New Zealand and Australian businesses

using a “value in use” approach. This

involves estimating future cash flows of

the respective businesses which include

assumptions and estimates, including

terminal growth rates and the weighted

average cost of capital used as the

discount rates.

There is risk that if these cash flows are

not met or there are changes in the

underlying assumptions, the assets may

be impaired.

Our audit procedures included the following:

We obtained an understanding of, and assessed

management’s processes and controls over, preparing the

valuation model used in their impairment reviews in

support of the carrying value of Goodwill and Brands. We

also assessed the Group’s ability to prepare accurate

forecasts by comparing results of historical forecasts

against actual performance.

We tested the mathematical accuracy of the valuation

model and, on a sample basis, tested the accuracy of the

inputs.

We assessed key estimates and assumptions made by

management by performing the following procedures:

Compared the reasonableness of key assumptions in

the cash flow forecasts, in particular revenue growth

and profit margins with reference to historical

performance;

Engaged an auditor’s expert to assess the weighted

average cost of capital used as the discount rates in the

models against available external data and determined

that the rates used by management were within a

reasonable range;

Obtained and evaluated management’s sensitivity

analysis to ascertain the impact of reasonably possible

changes and we performed our own independent

sensitivity calculations to quantify the downside

changes to management’s models required to consider

the effect of changes in key assumptions; and

Compared the market capitalisation of the Group at

balance date to the net assets and confirmed that

appropriate headroom existed.

We reviewed the disclosures in the financial statements to

ensure that they are compliant with the requirements of

NZ accounting standards.

We had no matters to report arising from the procedures

performed.

Key audit matterHow our audit addressed the key audit matter

Inventory valuation and existence

At 31 July 2017, the Group held

inventories of $89.2 million. Inventory

valuation and existence was an audit

focus area because of the additional risks

assessed due to the number of

stores/locations that the inventory was

held at, and the judgement applied in the

valuation of inventory on hand.

As described in note 3.1.1 of the financial

statements, inventories are carried at the

lower of cost and net realisable value on a

weighted average basis.

The Group has sophisticated systems and

processes including a barcode inventory

management system to accurately record

inventory movements.

Management engage an independent

third party to complete full stock takes at

each store twice a year. This process is

managed centrally by head office for

consistency. Daily cycle counts are

performed at the New Zealand and

Australian distribution centres.

Management pay particular attention to

inventory management. There are a

number of judgements applied in

assessing the level of provision for stock

obsolescence and inventory shrinkage

losses arising. Management provide for

shrinkage each month on a location by

location basis. The level of provision is

based on historical inventory counts and

stocktake shrinkage trends.

We performed a number of audit procedures

over inventory existence and valuation:

Observed the stocktake process at selected store

locations near period end and undertook our own test

counts.

We validated all stores had been counted twice in the

year by selecting a sample of locations not visited and

inspected the results of the stock counts and

confirmed variances were correctly accounted for and

approved by head office management;

Observed the daily stocktake process at the

Christchurch and Melbourne distribution centres near

period end and undertook our own test counts. This

process is controlled centrally by head office

management for consistency. We also validated that

the daily counts occurred by selecting a sample of days

at each location and inspected the count records

throughout the year;

Assessed the stock shrinkage provision by reviewing

the level of inventory write downs during the period.

We tested the shrinkage rate used to calculate the

provision for each store since the last stocktake by

comparing it to the actual shrinkage rate in prior

periods;

Assessed store inventory counts performed post year

end to ensure the actual level of shrinkage was

consistent with the year end provisioning;

On a sample basis tested inventory costs to supplier

invoices and contracts;

Held discussions with management, including

merchandising personnel, to understand and

corroborate the assumptions applied in estimating

inventory provisions;

On a sample basis, we tested the aging of inventory.

For our sample we agreed the purchase date recorded

in the inventory aging report to supplier invoices;

We evaluated the assumptions made by management,

and particularly the key assumption that current

shrinkage levels are consistent with historical levels, in

assessing stock obsolescence provisions through an

analysis of inventory items by category and age and

the level of inventory write downs in these categories

during the period; and

We tested that inventory on hand at the end of the

period was recorded at the lower of cost and net

realisable value by testing a sample of inventory items

to the most recent retail price.

From the procedures performed we have no matters to

report.

71KATHMANDU ANNUAL REPORT 2017FINANCIAL STATEMENTS
Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Key audit matterHow our audit addressed the key audit matter

Carrying value of goodwill and brand

intangible assets

As disclosed in note 3.3, the Group has

$279 million of intangible assets,

including $121.5 million of Goodwill and

$148.7 million of indefinite life Brands at

31 July 2017. These assets were

recognised on acquisition of the business

in 2006. No impairment charge has been

recorded by management against these

balances in the current or previous

financial years.

Our audit focused on the intangible assets

due to the judgements and estimates that

are involved in determining whether the

“fair value” exceeds the carrying value.

Management assess whether there are

any impairment indicators each year for

each of the business units. For the

purposes of assessing whether there are

indicators of impairment of the Goodwill

and Brands, management have

determined that there are two business

units being the New Zealand and the

Australian operations.

Management prepared a valuation of the

New Zealand and Australian businesses

using a “value in use” approach. This

involves estimating future cash flows of

the respective businesses which include

assumptions and estimates, including

terminal growth rates and the weighted

average cost of capital used as the

discount rates.

There is risk that if these cash flows are

not met or there are changes in the

underlying assumptions, the assets may

be impaired.

Our audit procedures included the following:

We obtained an understanding of, and assessed

management’s processes and controls over, preparing the

valuation model used in their impairment reviews in

support of the carrying value of Goodwill and Brands. We

also assessed the Group’s ability to prepare accurate

forecasts by comparing results of historical forecasts

against actual performance.

We tested the mathematical accuracy of the valuation

model and, on a sample basis, tested the accuracy of the

inputs.

We assessed key estimates and assumptions made by

management by performing the following procedures:

Compared the reasonableness of key assumptions in

the cash flow forecasts, in particular revenue growth

and profit margins with reference to historical

performance;

Engaged an auditor’s expert to assess the weighted

average cost of capital used as the discount rates in the

models against available external data and determined

that the rates used by management were within a

reasonable range;

Obtained and evaluated management’s sensitivity

analysis to ascertain the impact of reasonably possible

changes and we performed our own independent

sensitivity calculations to quantify the downside

changes to management’s models required to consider

the effect of changes in key assumptions; and

Compared the market capitalisation of the Group at

balance date to the net assets and confirmed that

appropriate headroom existed.

We reviewed the disclosures in the financial statements to

ensure that they are compliant with the requirements of

NZ accounting standards.

We had no matters to report arising from the procedures

performed.

Key audit matterHow our audit addressed the key audit matter

Inventory valuation and existence

At 31 July 2017, the Group held

inventories of $89.2 million. Inventory

valuation and existence was an audit

focus area because of the additional risks

assessed due to the number of

stores/locations that the inventory was

held at, and the judgement applied in the

valuation of inventory on hand.

As described in note 3.1.1 of the financial

statements, inventories are carried at the

lower of cost and net realisable value on a

weighted average basis.

The Group has sophisticated systems and

processes including a barcode inventory

management system to accurately record

inventory movements.

Management engage an independent

third party to complete full stock takes at

each store twice a year. This process is

managed centrally by head office for

consistency. Daily cycle counts are

performed at the New Zealand and

Australian distribution centres.

Management pay particular attention to

inventory management. There are a

number of judgements applied in

assessing the level of provision for stock

obsolescence and inventory shrinkage

losses arising. Management provide for

shrinkage each month on a location by

location basis. The level of provision is

based on historical inventory counts and

stocktake shrinkage trends.

We performed a number of audit procedures

over inventory existence and valuation:

Observed the stocktake process at selected store

locations near period end and undertook our own test

counts.

We validated all stores had been counted twice in the

year by selecting a sample of locations not visited and

inspected the results of the stock counts and

confirmed variances were correctly accounted for and

approved by head office management;

Observed the daily stocktake process at the

Christchurch and Melbourne distribution centres near

period end and undertook our own test counts. This

process is controlled centrally by head office

management for consistency. We also validated that

the daily counts occurred by selecting a sample of days

at each location and inspected the count records

throughout the year;

Assessed the stock shrinkage provision by reviewing

the level of inventory write downs during the period.

We tested the shrinkage rate used to calculate the

provision for each store since the last stocktake by

comparing it to the actual shrinkage rate in prior

periods;

Assessed store inventory counts performed post year

end to ensure the actual level of shrinkage was

consistent with the year end provisioning;

On a sample basis tested inventory costs to supplier

invoices and contracts;

Held discussions with management, including

merchandising personnel, to understand and

corroborate the assumptions applied in estimating

inventory provisions;

On a sample basis, we tested the aging of inventory.

For our sample we agreed the purchase date recorded

in the inventory aging report to supplier invoices;

We evaluated the assumptions made by management,

and particularly the key assumption that current

shrinkage levels are consistent with historical levels, in

assessing stock obsolescence provisions through an

analysis of inventory items by category and age and

the level of inventory write downs in these categories

during the period; and

We tested that inventory on hand at the end of the

period was recorded at the lower of cost and net

realisable value by testing a sample of inventory items

to the most recent retail price.

From the procedures performed we have no matters to

report.

72KATHMANDU ANNUAL REPORT 2017
Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not express

any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated. If, based on the work we have performed on the other information that we

obtained prior to the date of this auditor’s report, 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 consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control

as the Directors determine is necessary to enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability 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 have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements,

as a whole, are 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 ISAs NZ and ISAs 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 these consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Nathan Wylie.

For and on behalf of:

Chartered AccountantsChristchurch

26 September 2017

73KATHMANDU ANNUAL REPORT 2017STATUTORY INFORMATION
Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not express

any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears

to be materially misstated. If, based on the work we have performed on the other information that we

obtained prior to the date of this auditor’s report, 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 consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control

as the Directors determine is necessary to enable the preparation of consolidated financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability 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 have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements,

as a whole, are 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 ISAs NZ and ISAs 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 these consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Nathan Wylie.

For and on behalf of:

Chartered AccountantsChristchurch

26 September 2017

STATUTORY INFORMATION

Employee remuneration

The Group operates in New Zealand, Australia and the

UK where remuneration market levels differ. The offshore

remuneration amounts are converted into New Zealand

dollars. Of the employees noted in the table below, 51% are

employed by the Group outside New Zealand. During the year

a number of employees or former employees, not being Non-

Executive Directors of the Group, received remuneration and

other benefits that exceeded NZ$100,000 in value as follows:

REMUNERATION

NUMBER OF

EMPLOYEES

$$

100,000 - 110,000 18

110,000 - 120,000 14

120,000 - 130,000 7

130,000 - 140,000 7

140,000 - 150,000 10

150,000 - 160,000 5

160,000 - 170,000 5

170,000 - 180,000 1

180,000 - 190,000 1

190,000 - 200,000 1

200,000 - 210,000 3

210,000 - 220,000 3

240,000 - 250,000 1

250,000 - 260,000 1

290,000 - 300,000 1

310,000 - 320,000 1

340,000 - 350,000 2

460,000 - 470,000 1

490,000 - 500,000 1

1,280,000 - 1,290,000 1

Distribution of shareholders and holdings

NUMBER

OF

HOLDERS

%NUMBER OF

ORDINARY

SHARES

%

1 to 9991,00628%541,4320%

1,000 to 4,9991,54242%4,222,6392%

5,000 to 9,99954215%4,089,6702%

10,000 to 99,99949514%12,464,5956%

100,000 and over411%180,848,45390%

Total3,624 100%202,166,789100%

The details set out above were as at 15 September 2017.

The Company has only one class of shares on issue, ordinary

shares, and these shares are listed on the NZX and ASX.

There are no other classes or equity security currently

on issue. The Company’s ordinary shares each carry a

right to vote on any resolution on a poll at a meeting of

shareholders. Holders of ordinary shares may vote at a

meeting in person, or by proxy, representative or attorney.

Voting may be conducted by voice, by show of hands, or

poll. There are no voting rights attached to options.

There were 166 shareholders holding less than a marketable

parcel, as defined by ASX Listing Rules, of the Company’s ordinary

shares, based on the market price as at 15 September 2017.

There are no restricted securities or securities subject to

voluntary escrow on issue.

Limitations on the acquisition

of securities

The Company is not subject to Chapters 6, 6A, 6B and 6C

of the Corporations Act 2001 (Australia) dealing with the

acquisition of shares (i.e. substantial holdings and takeovers).

Limitations on the acquisition of the securities imposed by

the jurisdiction in which the Company is incorporated

(New Zealand) are:

(a) In general, securities in the Company are freely

transferable and the only significant restrictions or

limitations in relation to the acquisition of securities are

those imposed by New Zealand laws relating to takeovers,

overseas investment and competition.

(b) The New Zealand Takeovers Code creates a general

rule under which the acquisition of 20% or more of

the voting rights in the Company or the increase of an

existing holding of 20% or more of the voting rights of

the Company can only occur in certain permitted ways.

These include a full takeover offer in accordance with the

Takeovers Code, a partial takeover offer in accordance

with the Takeovers Code, an acquisition approved by

an ordinary resolution, an allotment approved by an

ordinary resolution, a creeping acquisition (in certain

circumstances) or compulsory acquisition of a shareholder

holds 90% or more of the shares of the Company.

(c) The New Zealand Overseas Investment Act 2005 and

Overseas Investment Regulations 2005 (New Zealand)

regulate certain investments in New Zealand by overseas

persons. In general terms, the consent of the New Zealand

Overseas Investment Office is likely to be required where

an “overseas person” acquires shares in the Company

that amount to 25% or more of the shares issued by the

Company, or if the overseas person already holds 25% or

more, the acquisition increases that holding.

74KATHMANDU ANNUAL REPORT 2017
(d) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition

would have, or would be likely to have, the effect of substantially lessening competition in the market.

Substantial security holders

According to notices given under the Securities Markets Act 1988 (New Zealand), the substantial security holders in ordinary

shares (being the only class of listed voting securities) of the Company and their relevant interests according to the substantial

security holder file as at 15 September 2017, were as follows:

ORDINARY SHARES%

Briscoe Group Limited (30 June 2015)40,095,43219.8 %

TA Universal Investment Holdings and others (15 August 2017)24,212,66412.0%

Novaport Capital (28 July 2017)15,194,5137. 5 %

Challenger Limited (28 July 2017)15,313,7417. 6 %

Harbour Asset Management Limited (11 April 2017)12,374,3726.1%

As at 15 September 2017, the Company had 202,166,789 ordinary shares on issue.

Principal shareholders

The names and holdings of the twenty largest shareholders as at 15 September 2017 were:

NAMEORDINARY SHARES%

1NEW ZEALAND CENTRAL SECURITIES DEPOSITORY LIMITED 4 0,496,72020.10%

2BRISCOE GROUP LIMITED 40,095,43219.9 0 %

3J P MORGAN NOMINEES AUSTRALIA LIMITED 34,941,5521 7. 3 4 %

4NATIONAL NOMINEES LIMITED 22,121,67410.98%

5HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5,9 9 9,9742.98%

6CITICORP NOMINEES PTY LIMITED 5,27 9,0702.62%

7BNP PARIBAS NOMS PTY LTD 3,010,2241.49%

8UBS NOMINEES PTY LTD 1,76 6,3260.88%

9FORSYTH BARR CUSTODIANS LIMITED 1,374,0780.68%

10NEW ZEALAND DEPOSITORY NOMINEE LIMITED 1,128,2600.56%

11RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 1,093,7060.54%

12CITICORP NOMINEES PTY LIMITED 845,2020.42%

13WARBONT NOMINEES PTY LTD 842,1920.42%

14WARBONT NOMINEES PTY LTD 751,3730.37%

15FNZ CUSTODIANS LIMITED 734,8100.36%

16UBS NEW ZEALAND LIMITED 605,0000.30%

17LEVERAGED EQUITIES FINANCE LIMITED 530,6500.26%

18FORSYTH BARR CUSTODIANS LIMITED 517,1550.26%

19ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD 425,93 40.21%

20HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 393,4910.20%

75KATHMANDU ANNUAL REPORT 2017STATUTORY INFORMATION
Directors’ shareholdings

Directors held interests in the following shares of the Company

at 31 July 2017:

John Hollandbeneficially owned122,033

David Kirkbeneficially owned62,150

Sandra McPheebeneficially owned58,823

John Harveybeneficially owned51,563

Xavier Simonetbeneficially owned13,810

Share dealings by directors

In accordance with Section 148(2) of the Companies Act 1993, the Board has not received any disclosures from the Directors in

relation to acquisitions or disposals of relevant interests in the Company between 1 August 2016 and 31 July 2017. .

Subsidiary company directors

Section 211(2) of the Companies Act 1993 requires the Company to disclose, in relation to its subsidiaries, the total remuneration

and value of other benefits received by Directors and former Directors, and particulars of entries in the interests registers made

during the year ended 31 July 2017.

No subsidiary has Directors who are not full-time employees of the Group.

The remuneration and other benefits of such employees (received as employees) totalling $100,000 or more during the

year ended 31 July 2017, are included in the relevant bandings for remuneration disclosed at the beginning of the “Statutory

Information” section of this annual report.

No employee of the Group appointed as a Director of Kathmandu Holdings Limited or its subsidiaries receives or retains any

remuneration or other benefits in their capacity as a Director.

The persons who held office as Directors of subsidiary companies at 31 July 2017, and those who ceased to hold office during the

year ended 31 July 2017, are as follows:

Milford Group Holdings Limited

Reuben Casey, Xavier Simonet

Kathmandu Limited

Reuben Casey, Xavier Simonet

Kathmandu Pty Limited

Paul Stern, Reuben Casey, Xavier Simonet

Kathmandu (U.K.) Limited

Reuben Casey, Xavier Simonet

76KATHMANDU ANNUAL REPORT 2017
Disclosure of interests by directors

In accordance with Section 140(2) of the Companies Act 1993, the Directors named below have made a general disclosure of

interest, by a general notice disclosed to the Board and entered in the Company’s interests register. General notices given by

Directors which remain current as at 31 July 2017 are as follows:

DAVID KIRK

TradeMe Group LimitedChairman

New Zealand Foodshare TrustChairman

Sydney Grammar School Board of TrusteesChairman

NZ Rugby Players AssociationChairman

Bailador Investment Management Pty LimitedManaging Partner

Bailador Technology Investments Limited (including investee companies)Director

Forsyth Barr Group LimitedDirector

JOHN HARVEY

New Zealand Opera LimitedChairman

Stride Property Limited (formerly DNZ Property Fund Limited)Director

Port Otago LimitedDirector

Heartland Bank LimitedDirector

Ballance Agri-Nutrients LimitedDirector

Resource Coordination Partnership LimitedAdvisor to the Board

SANDRA McPHEE

Fairfax Media LimitedDirector

JP Morgan Advisory CouncilMember

St Vincents and Mater Health Sydney Community Advisory CouncilChairman

NSW Public Service Commission Advisory BoardMember

Australian Public Service Commission Advisor

JOHN HOLLAND

Southbase Construction LimitedChairman

Carter GroupConsultant

Glasson Trustee Limited Director

Ryman HealthcareConsultant

The Court Theatre FoundationTrus tee

CHRISTINE CROSS

Sonae Group plcDirector

Brambles LimitedDirector

Fenwick LimitedDirector

Hilton Food Group plcDirector

Coca Cola European Partners plcDirector

Warburg Pincus LLCRetail Advisor

Apax Private EquityRetail Advisor

77KATHMANDU ANNUAL REPORT 2017STATUTORY INFORMATION
Directors’ and officers’ insurance and indemnity

The Group has arranged, as provided for under the Company’s Constitution, policies of Directors’ and Officers’ Liability Insurance

which, with a Deed of Indemnity entered into with all Directors, ensures that generally Directors will incur no monetary loss

as a result of actions undertaken by them as Directors. Certain actions are specifically excluded, for example, the incurring of

penalties and fines which may be imposed in respect of breaches of the law.

Use of company information

There were no notices from Directors of the Company requesting to use Company information received in their capacity as

Directors which would not otherwise have been available to them.

Group structure

Kathmandu Holdings Limited owns 100% of the following companies:

Milford Group Holdings Limited

Kathmandu Limited

Kathmandu Pty Limited

Kathmandu (UK) Limited

Directors’ details

David Kirk Chairman, Non-Executive Director

Xavier Simonet Managing Director and Chief Executive Officer

John Harvey Non-Executive Director

Christine Cross Non-Executive Director

John Holland Non-Executive Director

Sandra McPhee Non-Executive Director

Executives’ details

Xavier Simonet Chief Executive Officer

78KATHMANDU ANNUAL REPORT 2017
DIRECTORY

The details of the Company’s principal administrative and registered office in New Zealand is:

223 Tuam Street

Christchurch Central

PO Box 1234

Christchurch 8011

Share registry

In New Zealand: Link Market Services (LINK)

Physical Address: Level 11, Deloitte Centre,

80 Queen Street, Auckland 1010

New Zealand

Postal Address: PO Box 91976,

Auckland, 1142

New Zealand

Telephone: +64 9 375 5999

Investor enquiries: +64 9 375 5998

Facsimile: +64 9 375 5990

Internet address: www.linkmarketservices.com

In Australia: Link Market Services (LINK)

Physical Address: Level 1, 333 Collins Street

Melbourne, VIC 3000

Australia

Postal Address: Locked Bag A14

Sydney, South NSW 1235

Australia

Telephone: +61 2 8280 7111

Investor enquiries: +61 2 8280 7111

Facsimile: +61 2 9287 0303

Internet address: www.linkmarketservices.com.au

Stock exchanges

The Company’s shares are listed on the NZX and the ASX.

Incorporation

The Company is incorporated in New Zealand.

79KATHMANDU ANNUAL REPORT 2017STORE LOCATIONS
NORTH ISLAND

Albany

Auckland (Queen Street)

Auckland (Victoria Street)

Botany

Broadway

Coastlands

Gisborne

Hamilton

Hastings

Lyall Bay

Manukau

Masterton

Napier

New Plymouth

Onehunga Outlet Store

Otaki Outlet Store

Palmerston North

Petone

Pukekohe

Rotorua

St Lukes

Sylvia Park

Takapuna

Taupo

Tauranga (Bayfair)

Tauranga CBD

Tauranga (Fraser Cove)

Te Rapa

Waitakere

Wanganui

Whakatane

Whangarei

Wellington

Westgate

Willis Street Outlet Store

SOUTH ISLAND

Ashburton

Blenheim

Christchurch (Madras Street)

Dunedin

Invercargill

Nelson

Papanui

Queenstown

Riccarton Outlet Store

The Palms

Timaru

Tower Junction

NEW ZEALAND kathmandu.co.nz

London (High Street Kensington)

UNITED KINGDOM kathmandu.co.uk

STORE LOCATIONS

AUSTRALIA kathmandu.com.au

VIC

Ballarat

Bendigo

Blackburn

Camberwell

Chadstone Inner

Chadstone Outer

Doncaster

Emporium

Essendon DFO Outlet Store

Eastland

Fitzroy

Fountain Gate

Frankston

Geelong

Hampton East

Highpoint

Knox

Melbourne (Elizabeth Street)

Moonee Ponds

Moorabbin DFO Outlet Store

Northland

Nunawading Outlet Store

Prahran (Chapel Street)

Richmond

Shepparton

Smith Street Outlet Store

South Wharf DFO Outlet Store

Southland

Spencer Street Outlet Store

Traralgon

Uni Hill Outlet Store

Warrnambool

Watergardens

Werribee

NSW

Albury

Birkenhead Point Outlet Store

Bondi Junction

Burwood

Byron Bay

Castle Towers

Charlestown

Chatswood

Coffs Harbour

Cronulla

Eastgardens

Erina Fair

Hornsby

Homebush DFO

Macarthur

Macquarie

Miranda

Newcastle

Orange

Parramatta

Paramatta Westfield

Penrith

Sydney City (Kent Street)

Sydney City (Pitt Street)

Redyard (Auburn)

Rouse Hill

Shellharbour

Tamwor th

The Rocks

Tuggerah

Wagga Wagga

Warringah

Wetherill Park

Wollongong

SA

Adelaide Harbour Town Outlet Store

Adelaide (Rundle Street)

Adelaide (Rundle Mall)

Glenelg

Marion

Tea Tree (Modbury)

West Lakes

ACT

Belconnen

Canberra Centre

Canberra Outlet Store

Woden

QLD

Brisbane City

Cairns

Carindale

Chermside

Fortitude Valley

Gold Coast Harbour Town

Hervey Bay

Indooroopilly

Jindalee Outlet Store

Kawana

Mackay

Mt Gravatt

North Lakes

Pacific Fair (Broadbeach)

Robina

Rockhampton

Southport

Springfield

Toowoomba

Townsville

TAS

Devonport

Hobart (Salamanca Square)

Hobart CBD (Elizabeth Street)

Launceston

WA

Belmont

Bunbury

Carousel

Cockburn

Cottesloe

Fremantle

Innaloo

Joondalup

Mandurah

Morley

Perth CBD

Perth Harbourtown Outlet Store

Whitford

NT

Casuarina

80KATHMANDU ANNUAL REPORT 2017
NOTES

Design direction by Kathmandu.
Design and print production by MOSHA.

This document is digitally printed on an environmentally

responsible paper, produced using Elemental Chlorine Free

(ECF), FSC

®

certified, Mixed Source pulp from Responsible

Sources, and manufactured under strict ISO14001

Environmental Management System.

KATHMANDU HOLDINGS LIMITED
ANNUAL REPORT 2017

kathmanduholdings.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.