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Kathmandu Holdings Limited Annual Report 2020

Annual Report21 October 2020KMDConsumer Discretionary

KATHMANDU HOLDINGS LIMITED
Annual

Report

2020

Who we are
Kathmandu Holdings Limited (KHL) is a global outdoor,

lifestyle and sports company, consisting of three iconic

brands: Kathmandu, Rip Curl and Oboz, bringing to market

technical products with a focus on sustainability.

The Kathmandu brand was born in 1987. Kathmandu Holdings

formed in 2009 as a publicly listed company. Together with

the acquisition of Oboz (2018) and Rip Curl (2019), Kathmandu

Holdings has transformed from a leading Australasian

retailer to a brand-led global multi-channel business.

Global reach
EuropeAsia

Owned Regions Licensed Regions

RC Rip Curl KMD Kathmandu Oboz Oboz

RC KMD ObozTotal

Owned stores 160 165 - 325

Licensed stores 207 - - 207

JV stores 26 - - 26

Online sites 6 4 - 10

Wholesale doors 5,786 28 1 ,749 7,56 3

North America

RC KMD Oboz Total

Owned stores 30 - - 30

Licensed stores 10 - - 10

Online sites 1 1 - 2

Wholesale doors 1,206 - 1,500 2,706

South America

RC

Owned stores 3

Licensed stores 90

Online sites 1

Wholesale doors 815

RCKMDObozTotal

Owned stores 20 - - 20

Licensed stores 17 - - 17

Online sites 1 1 - 2

Wholesale doors 2,146 28 97 2,271

RC

Licensed stores 21

RC KMD Total

Owned stores 105 165 270

Licensed stores 15 - 15

JV stores 6- 6

Online sites 2 2 4

Wholesale doors 1,054 - 1,054

Australia and New Zealand

RC Oboz Total

Owned stores 2 - 2

Licensed stores 54 - 54

JV stores 20 - 20

Online sites 1 - 1

Wholesale doors 565 152 717

Africa / Middle East

TOTAL GROUP

3ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD2INTRODUCTION

Performance
highlights

RIP CURL ACQUISITION WAS TRANSFORMATIONAL

Delivered diversification in geography, channel to market

and seasonality.

Strong cash generating brands with global reach.

Three iconic, inspirational brands with loyal customers.

RESPONSE TO COVID-19 WAS SWIFT AND STRONG

Decisive action to:

Raise capital and suspend dividends.

Reduce costs and accelerate synergies.

Balance sheet well positioned.

SALES AND PROFIT RESULTS REFLECT

COVID-19 IMPACT

COVID-19 revenue impact estimated at c. $135m.

Enhanced online capacity and capability to rapidly scale up

to meet demand.

1 Includes full financial years of Rip Curl sales for comparability, including $3.7m Rip Curl online sales for the three months pre-acquisition.

2 Sales from Rip Curl and Kathmandu retail stores and direct online sites and marketplaces.

3 Adjusted to remove stores that were not able to open for a comparable week because of COVID-19 lockdowns.

4 Excluding the impacts of IFRS 16 and one-off transaction and abnormal costs.

OPERATING CASH FLOW

adjusted for impacts of adopting IFRS 16

GROUP SALES

including 9 months of Rip Curl

up 48.7% to $801.5m

up 50.9% to $93.1m

CLOSING NET DEBT

with over $350m debt facility headroom

CAPITAL RAISED

in April 2020

$207m

$9.4m

GROUP ONLINE SALES

1

RETAIL SAME STORE SALES

3

15.7% of direct to consumer sales

2

Growth stronger post-lockdown

than pre-lockdown for both

Rip Curl and Kathmandu.

up 63% to $106.4m

UNDERLYING EBITDA

4

UNDERLYING EBIT

4

down 15.3% to $83.4mdown 32.5% to $56.2m

UNDERLYING NET PROFIT AFTER TAX

4

STATUTORY NET PROFIT AFTER TAX

includes $18.0m one-off transaction

costs, $4.6m restructuring costs, and

$2.6m impact from the implementation

of IFRS 16 leasing standard (in total

$22.6m impact net of tax).

down 44.5% to $31.5m$8.9m

5ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD4INTRODUCTION

Notice of Annual Meeting 2020
11.00am Wednesday

25 November 2020

www.virtualmeeting.co.nz/kmd20

Contents

Chairman and

CEO’s letter

Chairman and CEO’s Letter

Sustainability highlights

Rip Curl

Kathmandu

Oboz

The Board

Management team

Financial statements

Corporate governance

Statutory information

Directory

7

10

12

16

19

20

21

23

78

88

94

This was a transformational year

for the business and our team,

with the successful acquisition

and integration of Rip Curl, the

Group’s swift and strong response

to COVID-19, and the strength of

our three brands clearly evident.

Sales and profit results for Rip Curl,

Kathmandu, and Oboz in FY20

reflect the global impact of the

COVID-19 pandemic. The Group

responded quickly by raising

capital to strengthen its balance

sheet, reduced costs and adjusted

its operating structure. As initial

lockdowns and social distancing

measures eased, strong sales

recovery and cash generation

allowed the Group to end the

financial year well placed both

financially and operationally.

Rip Curl acquisition

We are very pleased with the

successful acquisition and

integration of Rip Curl over the

last nine months. Rip Curl is an

iconic global surf brand and

action sports company, with a

vision to be regarded as “the

Ultimate Surfing Company”.

The Group now comprises three

iconic, inspirational brands with

loyal customers. The acquisition

of Rip Curl allowed the Group

to considerably diversify its

geographic footprint, channels

to market and seasonality profile.

We are now a truly global outdoor,

lifestyle and sports company.

Kathmandu, Oboz, and Rip

Curl are very culturally aligned

with a shared focus on brand

differentiation, technical

innovation, quality, customer

engagement and sustainability.

COVID-19 response

The Group acted quickly and

decisively in reponse to COVID-19.

Protecting the safety and wellbeing

of employees and customers has

always been paramount, and

even more so throughout our

COVID-19 response. In accordance

with Government directives,

all of the Group’s global retail

stores were closed for varying

lengths of time from late March.

At the beginning of April, the

Group moved quickly, raising

$207 million of equity to provide

balance sheet strength and

enabling investment for the future.

We also took decisive action early

to reduce costs, adjusting the

operating structure of the business

and accelerating synergies

following the Rip Curl acquisition.

Consumer preference for

online increased during the

initial lockdowns. The Group’s

onmi-channel capability and

infrastructure capacity allowed

both Kathmandu and Rip Curl

to rapidly scale up to meet the

surge in online demand.

As retail stores reopened following

the initial lockdowns, sales

rebounded strongly, reducing

inventory significantly, and

generating strong cashflow.

As a result, the Group finished

the financial year with a robust

balance sheet and healthy

inventory level, positioning the

Group well for the future.

Growth strategy

We are a global outdoor,

lifestyle and sports company,

underpinned by iconic brands

and technical products, with

David Kirk

Chairman

Xavier Simonet

Managing Director and

Chief Executive Officer

7ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD6CONTENTS

a focus on sustainability and
customer engagement . The

Group’s long-term strategy has

not changed throughout this

challenging period and, in fact,

it has been further reinforced.

The Group has now built a

portfolio of brands that provide

diversification across geography,

channel, product and seasonality.

These brands allow us to meet

global year-round needs of

customers in the outdoor, sports

and lifestyle categories.

We are now starting to leverage

this portfolio of brands, with plans

to deliver operational excellence in

sourcing, supply chain and systems.

We will continue accelerating

digital transformation and driving

margin expansion through

synergies, and leveraging the

complementary expertise and

core capabilities of our brands.

We plan to grow each brand by

maintaining a relentless focus

on core customers, delivering

solutions to their needs, and

enhancing customer loyalty. Each

brand will continue to bring to

market technical, differentiated

and sustainable products, and

accelerate expansion of the

direct-to-consumer business.

Throughout this journey, we

will remain true to our values.

Sustainability is ingrained in

everything we do. We also

embrace diversity and inclusion

in the workplace and build strong

ties with local communities.

Sustainability highlights

A key priority for the Group is to

provide industry leadership in

sustainability, particularly on

circular economy principles across

all aspects of our business. An

ongoing goal for the Kathmandu

brand is to achieve net zero

environmental harm by 2025, and

we are tracking well to achieve this.

In addition, we aim for all direct

suppliers to meet our minimum

expectations on social and

environmental impacts. Rip Curl

has scored a B+ in the Ethical

Fashion Report for the second

year running, and will continue

to strive towards improvement

along with Kathmandu and Oboz.

We have focused on using recycled

materials across our brands.

Kathmandu uses 100% sustainable

cotton, recycles plastic bottles

through the Repreve product

ranges, and has moved to solution

dyed fabrics to save water. Rip

Curl uses 30% recycled plastic

in packaging, and uses Forest

Stewardship Council certified

recycled paper swing tags. Oboz

launched the Sypes and Bozeman

collections containing recycled

materials and algae bloom insoles.

People

The Board would like to thank

management and their worldwide

teams for outstanding resilience,

flexibility, commitment and passion

over the past year. The teams

met the significant unexpected

challenges of COVID-19, and the

Group ended the financial year

well positioned for the future.

Outlook

The Group’s brands are well

positioned to capitalise on

increased participation in

outdoor, beach and surfing

activities following the end of

COVID-19 lockdowns. Omni

channel capabilities also allow

us to quickly respond to shifts

in consumer habits and strong

growth in online demand.

Risk to consumer sentiment

remains, given the potential

economic impact of COVID-19.

However, the Group is well

positioned with a robust

balance sheet, low net

debt, healthy inventory, and

strong cash generation.

In Kathmandu, Oboz, and Rip

Curl, the Group has authentic

and inspirational brands that

will continue to attract loyal

consumers for the long-term.

David Kirk

Chairman

Xavier Simonet

Managing Director and

Chief Executive Officer

9ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD8INTRODUCTION

Sustainability
highlights

As our family of brands has grown, we

have new opportunities and face new

challenges. We can leverage each

of our strengths to work together for

an even greater positive impact.

We are excited to launch our first

combined sustainability report with

all three brands. Here are some of

our highlights from the last year.

Scored a B+ in the

Ethical Fashion Report

two years running

20th

year anniversary of

Rip Curl Planet Day

Collaborated with

Kathmandu on

developing our

sustainability journey

Recycled plastic

in our polybags

Recycled paper

swing tags

on products

Bottles worth of fresh

water saved by moving

to solution dyed

fabrics (2017 - 2020)

Obtained the

Rainbow Tick Certification in

New Zealand for embracing

diversity and inclusion

First solar panel

store in Australia

Plastic bottles

recycled through

our Repreve product

ranges (2015 - 2020)

100%

Sustainable Cotton

in our range

Launched the Sypes

and Bozeman

collections

containing recycled

materials and algae

bloom insoles

Trees

planted

since the

company

started

Improved

gender

diversity

in our team

now with

11ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD10SUSTAINABILITY

CHANNELS
160 owned stores

207 licensed stores

26 JV stores

6 direct to consumer websites

5,786 wholesale doors

TOTAL SALESONLINE SALES

NZD$25.5m

NZD

$315.7m

(in the last 12 months, including $3.7m

for the three months pre-acquisition)

• 52% growth year on year

• 10.6% of direct to consumer sales9 months since acquisition

Founded in 1969 by Brian “Sing Ding”

Singer and Doug “Claw” Warbrick, Rip

Curl is one of the world’s most recognised

and respected brands. It has been at the

forefront of the surf and snow scenes since

its creation. Made by surfers for surfers,

Rip Curl’s vision is to be regarded as the

Ultimate Surfing Company in all that we do.

Rip Curl is a company for, and about, the crew on

The Search. The Search is the driving force that

led to the creation of Rip Curl, and it lives in the

spirit of everything the Rip Curl crew do. It's what

makes Rip Curl unique. It defines who we are. The

products we make, the events we run, the riders

we support and the people we reach globally,

are all a part of that Search that Rip Curl is on.

RIP CURL SALES MIX (LAST 12 MONTHS)

BY CHANNELBY REGION

BY REGION

Retail Stores

50%

Online

6%

Wholesale

43%

North America

23%

Europe

16%

ROW*

13%

AUS & NZ

48%

RIP CURL GROSS PROFIT $ MIX (LAST 12 MONTHS)

BY CHANNEL

Retail Stores

55%

Online

8%

Wholesale

36%

Other

1%

Other

1%

North America

21%

Europe

15%

ROW*

14%

AUS & NZ

50%

*Rest of the World

13ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD12RIP CURL

Rip Curl launched the Limited Edition E-Bomb E7 Wetsuit in July 2020. This product is the
latest in a long line of world’s first wetsuit technology for Rip Curl and was the culmination

of a 3 year project from the Rip Curl wetsuit development team involving the expertise

of Rip Curl World Champion surfers Tyler Wright, Mick Fanning and Gabriel Medina.

The E-Bomb was designed for ultimate performance

and features Rip Curl’s latest breakthrough in

high stretch neoprene in the upper body. This

single one-piece panel stretches from wrist to

wrist and with no seams provides the full stretch

performance benefits of E7. The body of the suit

features E6 neoprene and the entire suit has internal

Thermo Lining for stretch, comfort and warmth.

The success of the E-Bomb has been incredible with the

limited edition wetsuit selling strongly in core markets.

The E-Bomb demonstrates Rip Curl’s dedication to

delivering leading-edge innovation and technical

performance across its product range.

Rip Curl continues to connect with surf, snow and

beach going customers across the world through

content based on its world class pro surf team, World

Surf League and grassroots events programs and its

range of core and fashionable surfing products which

can be found in use at every beach on the planet.

E-Bomb E7

limited edition

MICK FANNING - 3X WORLD SURFING CHAMPION

MADE BY WORLD CHAMPIONS

15ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD14RIP CURL

Kathmandu opened its first store along
Melbourne’s iconic Hardware Lane in 1987.

With a focus on producing original, adaptive,

sustainable and expertly engineered

gear and apparel, Kathmandu has been

inspiring adventure for over 30 years to

become Australia and New Zealand’s

largest outdoor adventure brand.

Kathmandu has 165 retail stores in Australia, New

Zealand, and an online and a wholesale presence the

United Kingdom, and the United States of America.

Sustainability lies at the heart of everything Kathmandu

does, and in 2019 it became the first outdoor apparel

and equipment brand in Australasia to become

a certified B Corp, meeting the highest standards

of social and environmental performance.

TOTAL SALESONLINE SALES

NZD$80.9m

NZD

$426.4m

• 67% growth year on year

• 18.5% of direct to consumer sales

CHANNELS

165 retail stores

4 direct to consumer websites

28 wholesale doors

KATHMANDU SALES MIX FY20KATHMANDU GROSS PROFIT $ MIX FY20

BY CHANNELBY CHANNEL

Retail Stores

81%

Retail Stores

82%

Online

19%

Online

18%

17ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD16KATHMANDU

Inspired by our customer-centric approach and innovative thinking, Kathmandu
teamed up with Uber to launch same-day delivery in Sydney and Melbourne in response

to COVID-19 postage delays. This made it possible for customers to place an order

online by 3pm and receive delivery of goods to their doorstep the very same day.

The Australian-first partnership drove significant

media coverage for Kathmandu, with the brand

front and centre across print and news outlets

nationwide. After a successful trial, the service was

rolled out across a wider area including addresses

within a 10km radius of key stores in Adelaide,

Canberra, Perth, Hobart and Queensland.

With the resurgence of cases in some Australian

states, and increased restrictions, same-day

delivery has become an important additional

offering which has proved popular with customers.

Whilst bricks-and-mortar stores continue to

offer personalised experiences and expertise,

same-day delivery via Uber gives customers

increased flexibility during uncertain times.

For Kathmandu, it was important to provide an

alternative method to get product to customers as

quickly as possible using contactless delivery.

As pressure increased on traditional transport networks,

we welcomed the opportunity to partner with Uber’s

ride-sharing platform to utilise their large pool of drivers.

The flexibility provided by the Uber delivery

service also enabled Kathmandu to make use of

its bricks and mortar store teams to help relieve

some of the pressure placed on our hard-working

Distribution Centre as online orders surged.

This partnership is also a long-term strategy,

addressing the predicted changes in consumer

behaviour following COVID-19, including potentially

less foot fall in stores, expectations around

contactless service and a boom in online sales.

Moving forward, Kathmandu hopes to continue

to work with Uber to expand the service

across further parts of our store network.

Kathmandu

partners with Uber

Oboz began in 2007 in the small town of

Bozeman, Montana (Outside + Bozeman

= Oboz) and has quickly grown to be a

leading North American brand of handmade

outdoor footwear. Oboz continues to

differentiate itself by pairing a focus on

expertly designed and constructed footwear

with strong corporate responsibility.

Bozeman, Montana. It's where it all started. It's what

inspired the Oboz name. And it's what motivates us

to lace up daily and explore the 18 million acres of

Greater Yellowstone Ecosystem that surround us. A

vast and breathtaking landscape of peaks, valleys

and rivers just waiting to be explored on two feet.

A vision that began over ten years ago in Bozeman,

Montana now has roots around the world. Our “True

To The Trail®” philosophy is the compass heading

that guides everything we do. From building

great fitting footwear to how we give back to our

community and the way we treat each other

and our planet. It's a mindset that grounds us in

what's most important - doing things the right way,

having fun, and exploring our path in life. Because

any other way, just wouldn't be true to the trail.

TOTAL SALES

NZD

$59.4m

1 ,749 wholesale doors

Direct to Consumer online trading

site to be launched during FY21

CHANNELS

X

18KATHMANDU19ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD

4 Philip Bowman
Non-executive Director

Philip has extensive experience in in retail,

brands and international, including 15 years

as a director of Burberry. Other past roles

include CFO of Bass, CEO of Bass Taverns,

Executive Chairman of Liberty PLC, CEO of

Allied Domecq, CEO of Scottish Power, CEO of

Smiths Group and Chairman of Coral Eurobet

and Miller Group. He has also held office as

an independent director of BSkyB, Scottish

& Newcastle Group and Berry Bros. & Rudd.

He currently sits on the boards of Ferrovial

SA, Better Capital PCC and is Chairman of

Sky Network Television, Majid al Futtaim

Properties and Tegel Group Holdings.

5 John Harvey

Non-executive Director

John is a professional Director with a

background in accounting and professional

services. He has over 35 years professional

experience, including 23 years as a partner of

PricewaterhouseCoopers where he also held

a number of leadership and governance roles.

John retired from PwC in 2009. John has

extensive experience in financial reporting,

governance, information systems and

processes, initial public offerings, business

evaluation, acquisitions and mergers.

John is currently a non-Executive Director of

Stride Property, Investore Property, Heartland

Bank and Napier Port Holdings. Former non-

Executive director roles include HT&E (formerly

APN News & Media), Port Otago, Ballance

Agri-Nutrients and New Zealand Opera.

6 Andrea Martens

Non-executive Director

(appointed 1 August 2019)

Andrea has extensive executive leadership

experience having spent over 20 years

working with some of the world’s best known-

brands and organisations. She is currently

the CEO of ADMA and has previously held

roles as the Global Chief Marketing Officer for

Jurlique International, and Managing Director

and VP Marketing, Home and Personal Care

for Unilever Australia and New Zealand.

Andrea is also a member of the Australian

Institute of Company Directors and

named as one of the top 50 CMOs

in Australia by CMO Magazine.

5

3

6

1

2

4

The Board

1 David Kirk

Chairman

David is the Co-founder and Managing

Partner of Bailador Investment Management

and is Chairman of Bailador Technology

Investments, Forsyth Barr Group, and the

NZ Rugby Players Association. He sits on the

Board of various Bailador portfolio companies

and charitable organisations including

KiwiHarvest and the Sydney Festival.

David’s Executive Management career

included roles as the CEO of Fairfax Media

and CEO and Managing Director of PMP.

David was Chief Policy Advisor to the Prime

Minister of New Zealand from 1992 to 1994

and was a management consultant with

McKinsey & Company in London prior to that.

David’s past roles include the Chairman

of Trade Me Group. David is a Rhodes

Scholar with degrees in Medicine from

Otago University and Philosophy, Politics

and Economics from Oxford University.

2 Xavier Simonet

Managing Director and

Group Chief Executive Officer

Xavier 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 Brent Scrimshaw

Non-executive Director

Brent has extensive experience leading and

growing consumer brands around the world

including an 18-year career with Nike Inc

across Marketing, Commerce and General

Management in three continents. He led

Brand marketing for Nike Pacific, was the

Regional GM for Nike North America in New

York, was also the Chief Marketing Officer for

Nike EMEA. Brent also served as Vice President

and Chief Executive of Nike Western Europe

leading Nike's European operations from

Amsterdam. Brent subsequently founded

Unscriptd, a sports technology and media

business sold to The Players’ Tribune (a

large USA media company) in 2019. He

was previously a director of action sports

company Fox Head Inc in Irvine California.

Brent currently holds Non-Executive Director

roles with ASX listed Rhinomed (RNO)

and Catapult International (CAT). Brent is

currently the CEO of Enero Group (EGG).

Management team

Xavier Simonet

Group

Chief Executive Officer

Reuben Casey

Kathmandu

Chief Executive Officer

Chris Kinraid

Group

Chief Financial Officer

Michael Daly

Rip Curl

Chief Executive Officer

Jolann Van Dyk

Group

Chief Information Officer

Tony Roberts

Group

Legal Counsel

Amy Beck

President Oboz

21ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD20THE BOARD AND MANAGEMENT TEAM

Financial
statements

For the Year Ended 31 July 2020

Table of Contents

Directors’ Approval of

Consolidated Financial Statements

...........................................24

Consolidated Statement of Comprehensive Income

...25

Consolidated Statement of Changes in Equity

..................26

Consolidated Balance Sheet

...........................................................27

Consolidated Statement of Cash Flows

..................................28

Notes to the Consolidated Financial Statements

Section 1: Basis of Preparation

........................................................30

Section 2: Results for the Year

.........................................................33

Section 3: Operating Assets and Liabilities

..........................40

Section 4: Capital Structure and Financing Costs

............51

Section 5: Group Structure

.................................................................61

Section 6: Other Notes

.........................................................................66

Auditors’ Report

..........................................................................................71

In this section...

The consolidated 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 six sections:

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

Financing Costs’, ‘Group Structure’ 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 consolidated 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 disclosures to assist readers’ understanding and interpretation of the

annual report and the financial statements.

23ANNUAL REPORT 2020KATHMANDU HOLDINGS LTD22FINANCIAL STATEMENTS

2524FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Authorisation for Issue

The Board of Directors authorised the issue of these Consolidated Financial Statements on 23 September 2020.

Approval by Directors

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

the year ended 31 July 2020 on pages 25 to 77.

23 September 2020

David Kirk Date

23 September 2020

Xavier Simonet Date

For and on behalf of the Board of Directors

Directors’ Approval of

Consolidated Financial Statements

For the Year Ended 31 July 2020

Consolidated Statement

of Comprehensive Income

For the Year Ended 31 July 2020

Section2020

NZ$’000

2019

NZ$’000

Sales

2.2801,524538,855

Cost of sales

(334,493)(206,362)

Gross profit

4 67, 0 3 1332,493)

Other income

2.22 7, 3 6 91,130)

Selling expenses

2.2(16 9,272)(160,581)

Administration and general expenses

2.2(176,237)(73,477)

(318,140)(232,928)

Earnings before interest, tax, depreciation and amortisation

148,8919 9,565)

Depreciation and amortisation

3.2-3.4(103,027)(15,272)

Earnings before interest and tax

45,86484,293

Finance income

44937)

Finance expenses

(23,803)(2,952)

Finance costs - net

4.1.1(23,354)(2,915)

Profit before income tax

22,51081,378)

Income tax expense

2.3(13,631)(23,745)

Profit after income tax

8,8795 7, 6 3 3)

Profit for the period attributable to:

Shareholders of the company

8,1455 7, 6 3 3)

Non-controlling interest

734-)

Other comprehensive income/(expense) that may be recycled through profit or loss:

Movement in cash flow hedge reserve

4.3.2(9,259)620)

Movement in foreign currency translation reserve

4.3.2259(3,297)

Movement in other reserves

4.3.2(61)-)

Other comprehensive expense for the year, net of tax

(9,0 61)(2,677)

Total comprehensive income/(expense) for the year

(182)5 4,95 6)

Total comprehensive income/(expense) for the period attributable to:

Shareholders of the company

(920)5 4,95 6)

Non-controlling interest

738-)

Basic earnings per share

2.41.7c p s16.0cps)

Diluted earnings per share

2.41.6cps15.9c p s)

Weighted average basic ordinary shares outstanding (‘000)

2.4493,347359,600)

Weighted average diluted ordinary shares outstanding (‘000)

2.4494,582361,566

2726FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Consolidated Statement

of Changes in Equity

For the Year Ended 31 July 2020

Share

Capital

NZ$’000

Cash

Flow

Hedge

Reserve

NZ$’000

Foreign

Currency

Translation

Reserve

NZ$’000

Share

Based

Payments

Reserve

NZ$’000

Other

Reserves

NZ$’000

Retained

Earnings

NZ$’000

Non-

controlling

Interest

NZ$’000

Total

Equity

NZ$’000

Balance as at 31 July 2018

249,8 823,498(8,975)2,76 0-173,356-420,521

Profit after tax

-----5 7, 6 3 3-5 7, 6 3 3

Other comprehensive income

-620(3,297)----(2,677)

Dividends paid

-----(33,883)-(33,883)

Issue of share capital

1,231--(1,231)----

Share based payment expense

---721---721

Lapsed share options

---(14)-14--

Deferred tax on share-based

payment transactions

---(253)---(253)

Balance as at 31 July 2019

251,1134,118(12,272)1 ,98 3-19 7, 1 2 0-442,062

Profit after tax

-----8,1457348,879

Other comprehensive income

-(9,259)255-(61)-4(9,0 61)

Dividends paid

-----( 2 7, 2 0 9 )-( 2 7, 2 0 9 )

Issue of share capital

375,267--(1,666)---373,601

Share based payment expense

---378---378

Deferred tax on share-based

payment transactions

---(87)---(87)

Non-controlling interest on

acquisition

------3,3353,335

Disposal of non-controlling

interest

------(66)(66)

Transition to NZ IFRS 16

-----(12,630)-(12,630)

Balance as at 31 July 2020

626,380(5,141)(12,017)608(61)165,4264,007779,202

Consolidated Balance Sheet

As at 31 July 2020

Section2020

NZ$’000

2019

NZ$’000

ASSETS

Current assets

Cash and cash equivalents

3.1.2231,8856,230

Trade and other receivables

3.1.373,66814,206

Inventories

3.1.1228,793122,773

Derivative financial instruments

4.2534,96 4

Current tax asset

3,790-

Total current assets

538,189148,173

Non-current assets

Trade and other receivables

3.1.33,945-

Property, plant and equipment

3.290,72260,319

Intangible assets

3.3682,578386,061

Right-of-use assets

3.4.12 5 7,9 9 8-

Total non-current assets

1,035,243446,380

Total assets

1,573,432594,553

LIABILITIES

Current liabilities

Trade and other payables

3.1.5143,69874,5 6 0

Interest bearing liabilities

4.1--

Derivative financial instruments

4.27, 4 1 4113

Current tax liabilities

8,0606,458

Current lease liabilities

3.4.277,579-

Total current liabilities

236,75181,131

Non-current liabilities

Derivative financial instruments

4.2-9

Non-current trade and other payables

3.1.514,413-

Interest bearing liabilities

4.1241,27025,500

Deferred tax

2.381,45245,851

Non-current lease liabilities

3.4.2220,344-

Total non-current liabilities

5 5 7, 4 7 971,360

Total liabilities

794,230152,491

Net assets

779,202442,062

EQUITY

Contributed equity - ordinary shares

4.3.1626,380251,113

Reserves

4.3.2(16,611)(6,171)

Retained earnings

165,42619 7, 1 2 0

Non-controlling interest

4,007-

Total equity

779,202442,062

2928FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Consolidated Statement

of Cash Flows

For the Year Ended 31 July 2020

Section2020

NZ$’000

2019

NZ$’000

Cash flows from operating activities

Cash was provided from:

Receipts from customers

823,951546,499

Government grants received

21,266-

Interest received

449621

Income tax received

1,379207

8 4 7, 0 4 5547,327

Cash was applied to:

Payments to suppliers and employees

638,393455,74 3

Income tax paid

16,89726,673

Interest paid

21,96 03,237

67 7, 2 5 0485,653

Net cash inflow from operating activities

169,79561,674

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment

611

Proceeds from sale of non-controlling interest

141-

Proceeds from investment in other financial assets

-22,321

20222,322

Cash was applied to:

Purchase of property, plant and equipment

3.215,39911,345

Purchase of intangibles

3.34,4634,351

Acquisition of subsidiaries

5.1376,12122,321

395,98 338,017

Net cash (outflow) from investing activities

(395,781)(15,695)

Cash flows from financing activities

Cash was provided from:

Proceeds of loan advances

5 0 6,74 692,606

Proceeds from share issues

340,646-

8 4 7, 3 9 292,606

Cash was applied to:

Dividends paid

2 7, 2 0 933,883

Repayment of loan advances

293,757106,606

Repayment of lease liabilities

76,74 4-

3 9 7,7 1 0140,489

Net cash inflow / (outflow) from financing activities

4 49,6 82(47,883)

Net increase / (decrease) in cash and cash equivalents held

223,696(1 ,9 0 4)

Opening cash and cash equivalents

6,2308,146

Effect of foreign exchange rates

1,959(12)

Closing cash and cash equivalents

3.1.2231,8856,230

Reconciliation of net profit after taxation with

cash inflow from operating activities

Section2020

NZ$’000

2019

NZ$’000

Profit after taxation

8,8795 7, 6 3 3

Movement in working capital:

(Increase) / decrease in trade and other receivables

24,027(379)

(Increase) / decrease in inventories

20,305 (13,042)

Increase / (decrease) in trade and other payables

9,7 323,662

Increase / (decrease) in current tax liability

1,526(3,260)

55,590(13,019)

Add non-cash items:

Depreciation of property, plant and equipment

3.219,6 5 311,920

Amortisation of intangibles

3.37, 5 3 93,352

Depreciation of right-of-use assets

3.4.175,835-

Impairment of right-of-use assets

3.4.12,050-

Foreign currency translation of working capital balances

215 (286)

Increase / (decrease) in deferred taxation

(3,413)539

Employee share based remuneration

6.3378721

Loss on sale of property, plant and equipment and intangibles

3.2, 3.33,069814

105,3261 7, 0 6 0

Cash inflow from operating activities

169,79561,674

3130FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Section 1 Basis of Preparation

In this section

This section sets out the Group’s accounting policies that relate to the consolidated 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.

Notes to the Consolidated Financial Statements

1.1 General information

Kathmandu Holdings Limited (the Company) and

its subsidiaries (together the Group) is a designer,

marketer, retailer and wholesaler of apparel,

footwear and equipment for surfing and the

outdoors. It operates in New Zealand, Australia,

North America, Europe, South East Asia and Brazil.

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 consolidated 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 23 September 2020.

1.2 Summary of significant

accounting policies

These consolidated 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 for-profit entities. The consolidated

financial statements also comply with International

Financial Reporting Standards (IFRS).

The consolidated financial statements are

presented in New Zealand dollars, which

is the Group’s presentation currency.

1.2.1 Basis of preparation

The principal accounting policies adopted in the

preparation of the consolidated financial statements

are set out below. These policies have been

consistently applied to all periods presented,

unless otherwise stated.

Basis of consolidation

The consolidated 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.

Subsidiaries are consolidated from the date on which

control is obtained to the date on which control is lost.

Non-controlling interests are measured at their

proportionate share of the acquiree’s identified net

assets at the acquisition date. Changes in the Group’s

interests in a subsidiary that do not result in a loss of

control are accounted for as equity transactions.

In preparing the consolidated financial statements,

all material intra-group 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 to the Group’s accounting policies.

Historical cost convention

These consolidated financial statements have

been prepared under the historical cost convention,

as modified by the revaluation of certain assets as

identified in the specific accounting policies

provided below.

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 consolidated financial statements:

Area of EstimationSection

Business Combinations –

purchase price allocation5.1

Goodwill and Brand – assumptions

underlying recoverable value3.3

Inventory – estimates of obsolescence3.1.1

Leases – judgment applied to lease term3.4

Taxation – provision for tax payable

2.3

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.

Changes in accounting policies

Details about changes in accounting policies applied

during the period are included in the following notes to

the financial statements:

Section

Operating segments2.1

Earnings per share restatement2.4

New standards and interpretations

first applied in the period

6.8

3332FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
1.3 Going Concern and the

impact of COVID-19

On 11 March 2020 the World Health Organisation

declared a global pandemic as a result of the

outbreak and spread of COVID-19. Global restrictions

on movement, travel and gatherings resulted in

significant footfall reduction and the closure of

our entire store network in late March with gradual

reopening commencing in early May in most markets.

As a result, the Group took decisive action to

manage its liquidity and profitability specifically:

• Reduced operating expenditure;

• Deferred non-essential capital projects;

• Suspended dividend payments;

• Raised capital; and

• Accessed government subsidies.

In addition, the Group obtained support from

its bank syndicate in the form of a waiver

of the current covenant measurements

until 31 July 2021 measurement point.

In April 2020 the Group completed a successful

$207 million equity raising to strengthen its balance

sheet and liquidity position in response to the

COVID-19 pandemic. The capital raise, strong trading

performance and cash generation in key markets

has reduced net debt to $9.4 million (excluding lease

liabilities) at balance date. There remains continued

uncertainty over future economic conditions and

further COVID-19 outbreaks however the Group has

$377 million of liquidity to manage this uncertainty.

Based on the additional capital secured, including

an earlier reopening and a significantly stronger

trading performance above our COVID-19 forecasts

made in April, the Board considers that compliance

with financial covenants will continue to be met for

at least the next 12 months from approving these

consolidated financial statements (refer note 4.1).

The ongoing uncertainties discussed, and other

economic effects of the pandemic have been

considered in the Group’s key estimates and

judgements as disclosed in the following notes:

• Intangible assets - the ability to achieve future

forecasts and the consequential impacts

on the carrying value of goodwill and other

finite life intangibles (refer note 3.3).

• Receivables - the ability of wholesale

customers to pay (refer note 3.1.3.)

• Leases – certain landlords have provided the

Group with rent concessions (refer note 2.2).

Considering the above, the Board has reviewed the

operating and cash flow forecasts for the three-year

period to 2023. The Board is satisfied based on their

review of these financial forecasts that during the

period to at least 12 months from the approving of

the consolidated financial statements there will be

adequate cash flows generated from operating and

financing activities to meet the obligations of the Group.

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.

Following the acquisition of Rip Curl Group Pty

Limited in October 2019 the Group has three

operating segments. These operating segments

have been determined based on the reports

reviewed by the Group Chief Executive Officer

and Group Executive Management team.

Outdoor – including the Kathmandu and

Oboz brands. This segment designs, markets,

retails and wholesales apparel, footwear and

equipment for outdoor travel and adventure.

Surf – including the Rip Curl brand. This

segment designs, manufactures, wholesales

and retails surfing equipment and apparel.

The Corporate segment represents group costs,

holding companies and consolidation eliminations

and constitutes other business activities that

do not fall within outdoor or surf segments.

31 July 2020Outdoor

NZ$’000

Surf

NZ$’000

Corporate

NZ$’000

Total

NZ$’000

Sales from external customers

485,785315,739-801,524

EBITDA

128,19235,202(14,503)148,891

Depreciation and amortisation

63,29135,8043,932103,027

EBIT

6 4,9 01(602)(18,435)45,864

Income tax expense

16,9622,543(5,874)13,631

Total segment assets

750,026388,222435,1841,573,432

Total assets includes:

Non-current assets

503,162135,390396,6911,035,243

Additions to non-current assets

43,44614,279-57,725

Total segment liabilities

30 9,539243,655241,036794,230

31 July 2019Outdoor

NZ$’000

Surf

NZ$’000

Corporate

NZ$’000

Total

NZ$’000

Sales from external customers

538,855--538,855

EBITDA

102,542-(2,977)9 9,565

Depreciation and amortisation

15,088-18415,272

EBIT

8 7, 4 5 4-(3,161)84,293

Income tax expense

24,188-(4 43)23,745

Total segment assets

483,038-111,515594,553

Total assets includes:

Non-current assets

3 3 7, 4 4 1-108,939446,380

Additions to non-current assets

15,696--15,696

Total segment liabilities

152,006-485152,491

3534FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
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 Group Chief Executive

Officer and Group Executive Management team.

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.

Sales from external customers by geographical area

2020

NZ$’000

2019

NZ$’000

Australia

4 49,93 0334,532

New Zealand

133,696136,95 0

North America

131,24 463,840

UK and Europe

53,3863,533

Asia

25,653-

Rest of World

7, 6 1 5-

801,524538,855

Non-current assets by geographical area

2020

NZ$’000

2019

NZ$’000

Australia

695,389230,827

New Zealand

171,075105,523

North America

143,618110,024

UK and Europe

16,4256

Asia

7, 0 5 7-

Rest of World

1,679-

1,035,243446,380

2.2 Profit before tax

Revenue recognition

The Group recognises revenue from the sale of

footwear, clothing and equipment for surfing and the

outdoors and brand licencing arrangements. Revenue

comprises the fair value of the consideration received

or receivable for the sale of goods and brand licences,

excluding Goods and Services Tax and discounts,

and after eliminating sales within the Group.

Retail Sales

For sales of goods to retail customers, revenue is

recognised when control of the goods has transferred,

being at the point the customer purchases the goods

at a retail outlet. Payment of the transaction price is

due immediately at the point the customer purchases

the goods.

Online Sales

For online sales, revenue is recognised when control

of the goods has transferred to the customer,

being at the point the goods are delivered to the

customer. Delivery occurs when the goods have

been shipped to the customer’s specific location.

When the customer initially purchases the goods

online, the transaction price received by the

Group is recognised as a contract liability until the

goods have been delivered to the customer.

Wholesale Sales

For sales to the wholesale market, revenue is recognised

when control of the goods has transferred, being when

the goods have been shipped to the wholesaler’s

specific location (delivery). Following delivery, the

wholesaler has full discretion over the manner of

distribution and price to sell the goods, has the

primary responsibility when onselling the goods and

bears the risks of obsolescence and loss in relation to

the goods. A receivable is recognised by the Group

when the goods are delivered to the wholesaler as

this represents the point in time at which the right to

consideration becomes unconditional, as only the

passage of time is required before payment is due.

Sales Returns

Under the Group’s standard contract terms, customers

have a right of return within 30 days. At the point of sale,

a refund liability and a corresponding adjustment to

revenue is recognised for those products expected to

be returned. The Group uses its accumulated historical

experience to estimate the number of returns on a

portfolio level using the expected value method. It is

considered highly probable that a significant reversal

in the cumulative revenue recognised will not occur

given the consistent level of returns over previous years.

2020

NZ$’000

2019

NZ$’000

Sale of goods

797,410538,855

Royalty revenue

3,848-

Commission revenue

266-

801,524538,855

Note 2.1 provides a breakdown of revenue by operating

segment and geographical area.

Other Income

2020

NZ$’000

2019

NZ$’000

Government grants

26,781-

GST refund

-1,107

Other

58823

2 7, 3 6 91,130

Royalty Revenue

Royalty revenue from brand license arrangements

is recognised based on a right to access the

license. Revenue is recognised over the contract

period based on a fixed amount or reliable

estimate of sales made by a licensee.

Government grants that compensate the Group

for expenses incurred are recognised as revenue

in the statement of comprehensive income on a

systematic basis in the same period in which the

expenses are recognised. In the current period

Government grants relate to wage and other subsidies

received in response to the impact of COVID-19.

Government grants of $5,615,016 relating to the current

year are receivable at balance date and have been

included in other receivables and prepayments in

Note 3.1.3.

GST refund relates to a refund received resulting

from the treatment of GST on reward vouchers.

Employee entitlements

2020

NZ$’000

2019

NZ$’000

Wages, salaries and other

short term benefits

167,16186,325

Post-employment benefits

8,6294,989

Employee share based

remuneration

378721

176,16892,035

Lease expense

The Group is a lessee. Refer to section 3.4 for further

details around the group’s leases and lease

accounting policies.

Lease amounts recognised in the consolidated

statement of comprehensive income:

2020

NZ$’000

2019

NZ$’000

Rent expenses

-6 9,187

Short-term lease expense

3,872-

Low-value lease expense

1,277211

Variable lease expense

532-

Lease outgoings

16,480-

Depreciation right-of-use

asset

75,835-

Interest expense related to

lease liabilities

8,855-

106,85169,398

Some of the property leases in which the Group is

the lessee contain variable lease payment terms

that are linked to sales generated from the leased

stores. Variable payment terms are used to link rental

payments to store cash flows and reduce fixed cost.

Overall the variable payments constitute up to 0.5%

of the Group's entire lease payments. The variable

payments depend on sales and consequently on

the overall economic development over the next

few years. Taking into account the development of

sales expected over the next 3 years, variable rent

expenses are expected to continue to present a

similar proportion of store sales in future years.

The Group has adopted the practical expedient

in paragraph 46A of NZ IFRS 16 and elected not to

account for any rent concessions granted as result of

the COVID-19 pandemic as a lease modification. The

amount recognised in profit or loss due to changes

in lease payments arising from such concessions

was $5 million which has been recognised within the

selling, administration and general expenses in the

consolidated statement of comprehensive income.

The total cash outflow for leases amounts to

NZ$95,892,000 (2019 NZ$68,986,000).

3736FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
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 consolidated statement of

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

deferred tax assets and liabilities. The Group is subject to income taxes in multiple jurisdictions. As result

there is complexity and judgement involved in determining the worldwide provision for income taxes.

Accounting policies

Current and deferred income tax

The tax expense for the period comprises current and

deferred tax. Tax is recognised in the consolidated

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 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 and 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 liability is not recognised if it

arises from the initial recognition of goodwill. 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,

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 consolidated statement of comprehensive income

and the consolidated statement of cash flows have

been prepared so that all components are stated

exclusive of GST. All items in the consolidated balance

sheet are stated net of GST, with the exception of

receivables and payables, which include GST invoiced.

Taxation – Consolidated statement

of comprehensive income

The total taxation charge in the consolidated statement

of comprehensive income is analysed as follows:

2020

NZ$’000

2019

NZ$’000

Current income tax charge

1 7, 0 4 923,206

Deferred income tax charge /

(credit)

(3,418)539

Income tax charge reported in

the consolidated statement of

comprehensive income

13,63123,745

In order to understand how, in the consolidated statement of comprehensive income, a tax charge of $13,630,851

(2019: $23,744,580) arises on profit before income tax of $22,509,690 (2019: $81,377,631), the taxation charge that

would arise at the standard rate of New Zealand corporate tax is reconciled to the actual tax charge as follows:

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:

2020

NZ$’000

2019

NZ$’000

Profit before income tax

22,51081,378

Income tax calculated at 28%

6,30322,786

Adjustments to taxation:

Adjustments due to different rate in different jurisdictions

(91)741

Non-taxable income

(1,015)(327)

Expenses not deductible for tax purposes

4,5601,152

Tax legislation enacted for employee share schemes

-(506)

Utilisation of tax losses by group companies

(38)-

Tax expense transferred to foreign currency translation reserve

(13)2

Adjustments in respect of prior years

274(130)

Tax losses not recognised

3,65127

Income tax charge reported in the consolidated statement of comprehensive income

13,63123,745

2020

NZ$’000

2019

NZ$’000

Movement in cash flow hedge reserve before tax

(13,162)13

Tax impact relating to cash flow hedge reserve

3,9 03607

Movement in cash flow hedge reserve after tax

(9,259)620

Foreign currency translation reserve before tax

259(3,297)

Tax credit / (charge) relating to foreign currency translation reserve

--

Movement in foreign currency translation reserve after tax

259(3,297)

Other reserves before tax

(61)-

Tax credit / (charge) relating to other reserves

--

Movement in other reserves after tax

(61)-

Total other comprehensive income/(expense) before tax

(12,96 4)(3,284)

Total tax credit / (charge) on other comprehensive income

3,9 03607

Total other comprehensive income/(expense) after tax

(9,0 61)(2,677)

Current tax

--

Deferred tax

3,9 03607

Total tax credit / (charge) on other comprehensive income

3,9 03607

3938FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
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:

Tax

depreciation

NZ$’000

Employee

obligations

NZ$’000

Intangibles

NZ$’000

Leases

NZ$’000

Other

temporary

differences

NZ$’000

Reserves

NZ$’000

Total

NZ$’000

As at 31 July 2018

2053,123(54,923)-6,965(1,603)(46,233)

Recognised in the consolidated

statement of comprehensive income

16(523)51-(83)-(539)

Recognised in other comprehensive

income

-----607607

Recognised directly in equity

-(253)----(253)

Exchange differences

(2)(68)868-(231)-567

As at 31 July 2019

2192,279(54,004)-6,651(996)(45,851)

Recognised in the consolidated

statement of comprehensive income

(2,356)(695)1,4024224,645-3,418

Recognised in other comprehensive

income

-----3,9 033,9 03

Recognised directly in equity

-(87)----(87)

Deferred tax on transition to NZ IFRS 16

---10,813--10,813

Deferred tax on business

combinations (Note 5.1)

4,0531,96 3(62,598)-3,337-(53,245)

Exchange differences

(33)33(687)13271-(4 03)

As at 31 July 2020

1,8833,493(115,887)11,2481 4,9 0 42,9 07(81,452)

The deferred tax balance relates to:

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

tax depreciation rates

• Employee benefit accruals

• Brands and customer relationships

• Unrealised foreign exchange gain/loss on intercompany loans

• Realised gain/loss on foreign exchange contracts not yet charged in the consolidated statement

of comprehensive income

• Lease accounting

• Inventory provisioning

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

• Employee share schemes

• Other temporary differences on miscellaneous items

Unrecognised deferred tax assets

Deferred tax assets have not been recognised

in respect of the following items;

2020

NZ$’000

2019

NZ$’000

Deductible temporary

differences

2,060-

Tax losses

18,3703,609

20,4303,609

The deductible temporary differences do not expire

under current tax legislation. Deferred tax assets have

not been recognised in respect of overseas subsidiaries

where it is not yet probable that future taxable profit will

be generated in those territories to utilise these benefits.

Imputation credits

2020

NZ$’000

2019

NZ$’000

Imputation credits available

for use in subsequent

reporting periods based

on a tax rate of 28%

(6,74 3)1,615

The above amounts represent the balance of the

imputation account as at the end of July 2020,

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.

Tax payments of $6,808,421 have been financed at

year end which once transferred to the Inland Revenue

Department will result in a positive imputation balance.

The balance of Australian franking credits able to

be used by the Group in subsequent periods as

at 31 July 2020 is A$2,691,472 (2019: A$6,513,756).

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 NZ$8,144,784 (2019:

NZ$57,633,052) by the weighted average

number of ordinary shares in issue during the

year of 493,346,733 (2019: 359,600,086).

Diluted EPS reflects any commitments the

Group has to issue shares in the future that

would decrease EPS. In 2020, 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.

2020

’000

Restated

2019

’000

Weighted average number of

basic ordinary shares in issue

493,347359,600

Adjustment for:

- Share options / performance

rights

1,2351,96 6

494,582361,566

The Group has restated the prior year basic and

diluted EPS to reflect the impact of the implied bonus

element on shares issued during the year (Note 4.3.1).

In October 2019 shares were issued as result of an

institutional and retail entitlement offer and share

placement at an issue price of NZ$2.55, representing

a 14.4% discount to the NZ$2.98 volume weighted

average price (ex-dividend) of Kathmandu’s shares

traded on the NZX for the last five trading days

prior to 1 October 2019, and a 13.6% discount to the

theoretical ex-entitlement price of NZ$2.95.

In April 2020 shares were issued as result of an

institutional and retail entitlement offer and share

placement at an issue price of NZ$0.50, representing

a 51.0% discount to the NZ$1.02 NZX closing price

on 30 March 2020, and a 30.6% discount to the

theoretical ex-entitlement price of NZ$0.72.

4140FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
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, other financial

assets, trade and other payables and other financial liabilities.

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.

3.1 Working capital

3.1.1 Inventory

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. In the case of

manufactured inventories and work in progress, cost

includes an appropriate share of production overheads

based on normal operating capacity. 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 sheet 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:

2020

NZ$’000

2019

NZ$’000

Raw materials and

consumables

2,528-

Work in progress

2,397-

Trading stock

2 0 9,95 8105,161

Goods in transit

13,9101 7, 6 1 2

228,793122,773

Inventory has been reviewed for obsolescence and

a provision of $4,579,854 (2019: $294,742) has been

made. The acquired inventory obsolescence provision

recognised on acquisition of the Rip Curl entities

was $1,997,523.

3.1.2 Cash and cash equivalents

2020

NZ$’000

2019

NZ$’000

Cash on hand

482192

Cash at bank

230,4296,038

Short term investments

convertible to cash

974-

231,8856,230

NZD

32,330738

AUD

163,5032,832

USD

22,2752,238

EUR

6,108116

THB

3,371-

IDR

1,706-

BRL

1,126-

Other currencies

1,466306

231,8856,230

The carrying amount of the Group's cash and cash

equivalents are denominated in the following

currencies:

3.1.3 Trade and other receivables

Accounting policies

Trade and other receivables are recognised initially

at the value of the invoice sent to the customer (fair

value) and subsequently at the amounts considered

recoverable (amortised cost). The collectability of trade

and other receivables is reviewed on an on-going basis.

An allowance for lifetime expected credit losses is

recognised for trade and other receivables based on

the Group’s historical credit loss experience, adjusted

for factors that are specific to the debtors, general

economic conditions and an assessment of both the

current as well as the forecast direction of conditions at

the reporting date, including time value of money where

appropriate. The expected credit loss is estimated as

the difference between all contractual cash flows that

are due to the Group in accordance with the contract

and all the cash flows that the Group expects to receive,

discounted at the original effective interest rate.

2020

NZ$’000

2019

NZ$’000

Current

Trade receivables

62,1439,7 3 4

Allowance for expected

credit losses

(10,329)(115)

Other receivables

and prepayments

21,8544,587

73,66814,206

Non-current

Other debtors

3,945-

3,945-

The acquired allowance for expected credit losses

recognised on acquisition of the Rip Curl entities

was $5,638,857.

Other non-current debtors includes debtors on

extended credit terms and security deposits paid in

relation to store leases.

The carrying amount of the Group’s trade and other

receivables are denominated in the

following currencies:

2020

NZ$’000

2019

NZ$’000

NZD

5,1012,097

AUD

20,8531,935

USD

22,4669, 326

EUR

13,258-

GBP

1,650140

CAD

2,326708

BRL

2,9 91-

THB

4,406-

IDR

1,9 97-

JPY

2,24 6-

Other currencies

319-

7 7, 6 1 314,206

3.1.4 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.

RiskExposure

arising from

MonitoringManagement

Credit

risk

Cash

and cash

equivalents

Trade

and other

receivables

Derivative

financial

instruments

Credit ratings,

aging analysis

and review of

exposure within

regular terms of

trade

Credit is given

to customers

following

obtaining

credit rating

information,

confirming

references

and setting

appropriate

credit limits

Exposure to credit risk

The below balances are recorded at their carrying

amount after any allowance for expected credit loss

on these financial instruments. The maximum exposure

to credit risk at reporting date was (carrying amount):

2020

NZ$’000

2019

NZ$’000

Cash and cash equivalents

231,4036,038

Trade receivables

51,8149,619

Other receivables

12,8661,741

Derivative financial

instruments

( 7, 3 6 1 )4,842

288,72222,240

4342FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
As at balance sheet date the carrying amount is also

considered to approximate fair value for each of the

financial instruments.

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:

2020

NZ$’000

2019

NZ$’000

Cash and cash equivalents;

Standard & Poors - AA-

2 0 7, 8 1 13,783

Standard & Poors - A+

14,008-

Standard & Poors - A

1,567-

Standard & Poors - A-

-1,861

Standard & Poors - BBB+

3,822394

Standard & Poors - BBB-

1,790-

Standard & Poors - BB

1,282-

Standard & Poors - BB-

1,123-

Total cash and cash equivalents

231,4036,038

Trade and other receivables consist of a large number

of customers spread across diverse geographical areas.

As at balance sheet date, trade and other receivables

of NZ$27,495,000 (2019: NZ$848,000) were past due.

A provision of NZ$10,329,000 (2019: NZ$115,000) is

held against these overdue amounts. Interest is

charged on overdue debtors in some instances.

The ageing analysis of these past due trade

receivables is:

2020

NZ$’000

2019

NZ$’000

0 to 30 days

4,825548

30 to 60 days

3,503217

60 to 90 days

7, 3 9 473

90 days and over

11,77310

2 7, 4 9 5848

Due to COVID-19 credit terms have been extended

for some customers which has impacted the aging

analysis above.

3.1.5 Trade and other payables

Accounting policies

Trade payables, sundry creditors and accruals

principally comprise amounts outstanding for trade

purchases and ongoing costs. Trade and other

2020

NZ$’000

2019

NZ$’000

Current

Trade payables

63,93930,504

Employee entitlements

21,3578,582

Sundry creditors and accruals

5 4,91234,397

Other Provisions

3,4901,077

143,69874,560

Non-Current

Employee entitlements

3,069-

Other Provisions

11,344-

14,413-

payables are initially measured at fair value and

subsequently measured at amortised cost, using

the effective interest method. 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.

Employee entitlements relates to benefits accruing to

employees in respect of wages and salaries, annual

leave, and long service leave when it is probable that

settlement will be required and they are capable of

being measured reliably. Provisions made in respect

of employee benefits expected to be settled within

12 months are measured at their nominal values

using the remuneration rate expected to apply at

the time of settlement. Provisions made in respect

of employee benefits which are not expected to

be settled within 12 months are measured as the

present value of the estimated future cash outflows

to be made by the Group in respect of services

provided by employees up to the reporting date.

The carrying amount of the Group's trade and other

payables are denominated in the following currencies:

2020

NZ$’000

2019

NZ$’000

NZD

19, 35111,227

AUD

8 3,9 9740,475

USD

30,04622,042

EUR

14,94 4137

BRL

3,041-

THB

3,523-

IDR

2,052-

Other currencies

1,156679

158,11074,560

Provisions

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.

The warranties provision represents the present value

of the estimated future outflow of economic benefits

that will be required under the Group’s obligations for

warranties under local sale of goods legislation. The

provision relates to wetsuits, watches and footwear and

is based on estimates made from historical warranty

data associated with similar products and services.

Warranties

NZ$’000

Restructuring

NZ$’000

Lease restoration

NZ$’000

Other

NZ$’000

Total

NZ$’000

Balance at 31 July 2018

--6185351,153

Additional provisions recognised

--174-174

Provisions used during the year

---(129)(129)

Provisions re-measured during the year

--(97)-(97)

Foreign exchange

--(24)-(24)

Balance at 31 July 2019

--6714061,077

As at 31 July 2019

Current

--6714061,077

Non-current

-----

--6714061,077

Balance at 31 July 2019

--6714061,077

Provision recognised on acquisition

(Note 5.1)

1,1682,5415,453-9,162

Provisions recognised on adoption of NZ IFRS 16

--4,686-4,686

Additional provisions recognised

4781,3676333642,842

Provisions used during the year

(296)(2,303)(191)-(2,790)

Provisions re-measured during the year

(14)-(325)-(339)

Foreign exchange

1370121(8)196

Balance at 31 July 2020

1,3491,67511,04876214,834

As at 31 July 2020

Current

1,3491,6751932733,490

Non-current

--10,85548911,344

1,3491,67511,048

76214,834

A restructuring provision is recognised when the Group

has approved a detailed and formal restructuring

plan, and the restructuring has either commenced

or has been announced publicly at balance date.

Lease restoration provision represents the present

value of the estimated cost to restore leased properties

to their original condition upon expiry of the lease.

Other provisions relate to other miscellaneous

amounts that meet the definition of a provision

but do not fall into any of the other categories.

4544FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
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:

Buildings and leasehold improvements 5 – 50%

Office, plant and equipment 5 – 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 of disposal and value in use.

Property, plant and equipment can be analysed

as follows:

Land

and Buildings

NZ$’000

Leasehold

improvement

NZ$’000

Office, plant

and equipment

NZ$’000

Furniture

and fittings

NZ$’000

Computer

equipment

NZ$’000

Total

NZ$’000

Year ended 31 July 2019

Opening net book value

-2 9,94912,33219,1012,13263,514

Additions

-5,6905544,44765411,345

Disposals

-(394)(7)(383)(18)(802)

Depreciation charge

-(6,962)(930)(3,394)(634)(11,920)

Exchange differences

-(776)(419)(597)(26)(1,818)

Closing net book value

-2 7, 5 0 711,53019,1742,10860,319

As at 31 July 2019

Cost

-67,9 741 7,9 3 641,7269,6 3 31 3 7, 2 6 9

Accumulated depreciation

-(40,467)(6,4 06)(22,552)( 7, 5 2 5 )(76,95 0)

Closing net book value

-2 7, 5 0 711,53019,1742,10860,319

Land and

Buildings

NZ$’000

Leasehold

improvement

NZ$’000

Office,

plant and

equipment

NZ$’000

Furniture

and fittings

NZ$’000

Computer

equipment

NZ$’000

Total

NZ$’000

Year ended 31 July 2020

Opening net book value

-2 7, 5 0 711,53019,1742,10860,319

Additions

156,4783,1085,05973915,399

Acquisition of businesses (Note 5.1)

6,4758,2863,60316,4402,7253 7, 5 2 9

Disposals

(305)(621)(474)(1,632)(96)(3,128)

Depreciation charge

(370)( 7, 8 0 2 )(2,581)( 7, 67 0 )(1,230)(19,6 5 3)

Transfers between categories

--(289)289--

Exchange differences

(188)182199123(60)256

Closing net book value

5,62734,03015,09631,7834,18690,722

As at 31 July 2020

Cost

9,72 29 7, 4 0 045,61299,85520,251272,840

Accumulated depreciation

(4,095)(63,370)(30,516)(68,072)(16,065)(182,118)

Closing net book value

5,62734,03015,09631,7834,18690,722

Depreciation

2020

NZ$’000

2019

NZ$’000

Land and buildings

370-

Leasehold improvement

7, 8 0 26,962

Office, plant and equipment

2,581930

Furniture and fittings

7, 67 03,394

Computer equipment

1,230634

Total property, plant and

equipment depreciation

19,6531 1 ,920

Depreciation expenditure is excluded from

administration and general expenses in the

consolidated statement of comprehensive income.

Sale of property, plant and equipment

Gains and losses on disposals are determined by

comparing proceeds with carrying amount. These

are included in the consolidated statement of

comprehensive income.

2020

NZ$’000

2019

NZ$’000

Loss on sale of property, plant

and equipment

3,069801

Capital commitments

Capital commitments contracted for at balance

sheet date include property, plant and equipment of

NZ$974,531 (2019: NZ$1,877,276).

4746FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
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, customer relationship, 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 or more frequently if events or changes in

circumstances indicate that it might be impaired. It is

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, Oboz or

Rip Curl 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.

Customer Relationship

Acquired customer relationships are carried at

original cost based on independent valuation

obtained at the date of acquisition less accumulated

amortisation. They are amortised on a straight line

basis over a useful life of 5-10 years. The estimated

useful life and amortisation period is reviewed

at the end of each annual reporting period.

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%.

Other intangibles

Other intangibles relate to lease rights expenditure

associated with acquiring existing lease agreements

for stores where there is an active market for key money.

They are carried at original cost less accumulated

impairment losses. Other intangibles have an indefinite

useful life and are tested annually for impairment.

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 of disposal 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.

Intangible assets

Goodwill

NZ$’000

Brand

NZ$’000

Customer

Relationship

NZ$’000

Software

NZ$’000

Other

Intangibles

NZ$’000

Total

NZ$’000

Year ended 31 July 2019

Opening net book value

18 9, 3 0 81 8 7,9 2 81,7477,9 2 3-386,906

Additions

---4,351-4,351

Disposals

---(13)-(13)

Amortisation

--(184)(3,168)-(3,352)

Exchange differences

1,013(2,847)55(52)-(1,831)

Closing net book value

190,321185,0811,6189,0 4 1-386,061

As at 31 July 2019

Cost

191,592185,0811,86833,206-411,747

Accumulated amortisation/impairment

(1,271)-(250)(24,165)-(25,686)

Closing net book value

190,321185,0811,6189,0 4 1-386,061

Year ended 31 July 2020

Opening net book value

190,321185,0811,6189,0 41-386,061

Additions

---4,463-4,463

Acquisition of businesses (Note 5.1)

8 4,274169,68739,6 979172,8832 9 7, 4 5 8

Disposals

------

Amortisation

--(3,932)(3,607)-( 7, 5 3 9 )

Exchange differences

(193)2,355(101)17572,135

Closing net book value

274,4 023 5 7, 1 2 33 7, 2 8 210,8312,94 0682,578

As at 31 July 2020

Cost

275,6733 5 7, 1 2 341,4955 8,94 34,5527 3 7,7 8 6

Accumulated amortisation/impairment

(1,271)-(4,213)(4 8,112)(1,612)(55,208)

Closing net book value

274,4 023 5 7, 1 2 33 7, 2 8 210,8312,94 0682,578

Sale of intangibles

Gains and losses on disposals are determined by

comparing proceeds with carrying amount. These

are included in the consolidated statement of

comprehensive income.

2020

NZ$’000

2019

NZ$’000

Loss on sale of intangibles

-13

Impairment tests for goodwill and brand

The aggregate carrying amounts of goodwill and

brand allocated to each unit for impairment testing

are as follows:

GoodwillBrand

2020

NZ$’000

2019

NZ$’000

2020

NZ$’000

2019

NZ$’000

Kathmandu

New Zealand

45,48445,48451,00051,000

Kathmandu

Australia

76,49675,5649 9,14 096,034

Oboz

68,2396 9,27 337,47938,047

Rip Curl

84,183-16 9,5 0 4-

274,4 02190,3213 5 7, 1 2 3185,081

4948FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
For the purposes of goodwill and brand impairment

testing, the Group operates as four groups of cash

generating units, Kathmandu New Zealand, Kathmandu

Australia, Rip Curl and Oboz. The recoverable amount of

each cash generating unit has been determined based

on the fair value less cost of disposal (FVLCOD). Five year

projected cash flows are used to determine the FVLCOD.

The discounted cash flow valuations were calculated

using post tax cash flow projections based on financial

budgets prepared by management and approved by

the Board for the year ended 31 July 2021. Cash flows

beyond July 2021 have been extrapolated based on

historical results and a return to pre COVID-19 levels of

sales and EBITDA margin over the near to medium term.

The Group engaged an external valuer to perform the

valuation of the Rip Curl CGU as at 31 July 2020 using

the post tax cash flow projections approved to the

Board for the year ending 31 July 2021 and the three year

plan that extrapolates cash flows based on historic

results and a return to pre-COVID-19 levels of sales

and EBITDA margin over the near to medium term.

The key assumption used:

• The FVLCOD model assumes an economic

downturn in the 2021 financial year and a return

to more normalised trading conditions previously

experienced in 2022 and beyond. The Group

believes the assumptions used in cash flows

reflect a combination of the Groups experience

and uncertainty associated with COVID-19.

• While temporary store and market closures may

impact short term results, these are not expected

to impact the long-term performance of each

CGU. Several scenarios have been assessed

where trading conditions do not normalise until

the 2024 financial year, in each scenario the fair

value for the CGU exceeds the carrying value.

Other assumptions used:

Pre tax

discount rate

Terminal

growth rate

2020201920202019

Kathmandu

New Zealand CGU

11.5%11.2%1.0%1.0%

Kathmandu

Australia CGU

11.4%10.5%1.0%1.0%

Rip Curl CGU

13.2%-1.5%-

Oboz CGU

11.8%12.7%1.0%1.0%

The terminal growth rate assumption is based on

a conservative estimate considering the current

inflation targets and do not exceed the historical

long-term average growth rate for each CGU. Pre-

tax discount rates are calculated based on a market

participant expected capital structure and cost of

debt to derive a weighted average cost of capital.

We note that while the sensitivity of key assumptions

provided above would not result in an impairment

in each case, it is possible that they could occur in a

combination. Furthermore, the CGU with the lowest

headroom is the Oboz CGU. Prior to COVID-19 the Oboz

CGU achieved year on year double digit revenue and

EBITDA growth percentages. For impairment testing

purposes cash flows for FY21 are lower than those

achieved in FY20 with an expected recovery in FY22 to

levels similar to FY19. Beyond FY22 it is assumed that

historical growth percentages resume. Oboz revenue is

forecast to grow at an annual compound growth rate of

approximately 15% through to the terminal year in FY25.

Prior to the impact of COVID-19 the CGU achieved an

annual compound growth rate of 29% from FY17-FY19.

The calculations confirmed that there was no

impairment of goodwill and brand during the year

(2019: 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, Oboz and Rip Curl brands supports

the assumption that the brand has an indefinite life.

Capital commitments

Capital commitments contracted for at balance

sheet date include intangible assets of NZ$709,417

(2019: NZ$703,611).

3.4 Leases

Keeping it simple

The following section shows the assets leased by the Group to operate the business, generating revenues

and profits. These assets include the lease of retail stores.

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

by the Directors in arriving at the carrying value of these assets and the corresponding lease liability.

Accounting policies

The Group assesses whether a contract is or contains

a lease, at inception of a contract. The Group

recognises a right-of-use asset and a corresponding

lease liability with respect to all lease arrangements

in which it is the lessee, except for short-term leases

(defined as leases with a term of 12 months or less)

and leases of low value assets. For these leases, the

Group recognises the lease payments as an operating

expense on a straight-line basis over the term of

the lease unless another systematic basis is more

representative of the time pattern in which economic

benefits from the leased asset are consumed.

Lease Liability

The lease liability is initially measured at the present

value of the lease payments that are not paid at

the commencement date, discounted by using

the rate implicit in the lease. If this rate cannot be

readily determined, the Group uses its incremental

borrowing rate. The Group's incremental borrowing

rate has been determined as the rate of interest that

the Group would have to pay to borrow over a similar

term and with a similar security the funds necessary

to obtain an asset of a similar value to the right-

of-use asset in a similar economic environment.

Lease payments included in the measurement

of the lease liability comprise:

• fixed lease payments (including in-substance

fixed payments), less any lease incentives; and

• variable lease payments that depend on an

index or rate, initially measured using the

index or rate at the commencement date.

The lease liability is subsequently measured

by increasing the carrying amount to reflect

interest on the lease liability (using the effective

interest method) and by reducing the carrying

amount to reflect the lease payments made.

The Group remeasures the lease liability (and

makes a corresponding adjustment to the

related right-of-use asset) whenever;

• the lease term has changed in which case the lease

liability is remeasured by discounting the revised

lease payments using a revised discount rate;

• the lease payments change due to changes in an

index or rate or a change in expected payment

under a guaranteed residual value, in which cases

the lease liability is remeasured by discounting

the revised lease payments using the initial

discount rate (unless the lease payments change

is due to a change in a floating interest rate, in

which case a revised discount rate is used);

• a lease contract is modified and the lease

modification is not accounted for as a separate

lease, in which case the lease liability is

remeasured by discounting the revised lease

payments using a revised discount rate.

Right of Use Asset

The right-of-use assets comprise the initial

measurement of the corresponding lease

liability, lease payments made at or before the

commencement day and any initial direct costs.

They are subsequently measured at cost less

accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for

costs to dismantle and remove a leased asset,

restore the site on which it is located or restore the

underlying asset to the condition required by the

terms and conditions of the lease, a provision is

recognised and measured under NZ IAS 37. The costs

are included in the related right-of-use asset.

Right-of-use assets are depreciated over the

shorter period of the lease term and useful

life of the underlying asset. The depreciation

starts at the commencement date.

5150FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
The Group applies NZ IAS 36 Impairment of Assets to

determine whether a right-of-use asset is impaired and

accounts for any identified impairment loss.

Variable Rents

Variable rents that do not depend on an index or

rate are not included in the measurement of the

lease liability and the right-of-use asset. The related

payments are recognised as an expense in the

period in which the event or condition that triggers

those payments occurs and are included in the

selling expenses line in the consolidated statement of

comprehensive income.

Group as a lessee

The Group leases several assets including buildings

and motor vehicles. Some of the existing lease

arrangements have right of renewal options for varying

terms. Renewal options are included within the lease

liability if they are within 2 years and the Group is

reasonably certain to take up the option. The average

lease term including rights of renewal is 8 years.

3.4.1 Right-of-use assets

The movements in right of use assets for the year ended

31 July 2020 were as follows:

NZ$'000

Opening carrying amount 1 August 2019

-

Movements on transition

178,774

Additions

3 7, 8 6 3

Right-of-use assets recognised on acquisition

(Note 5.1)

1 1 7, 2 9 6

Depreciation for the period

(75,835)

Impairment of right-of-use assets

(2,050)

Exchange differences

1,95 0

Closing carrying amount 31 July 2020

257,998

Cost

335,692

Accumulated depreciation and impairment

( 7 7, 6 9 4 )

Closing carrying amount 31 July 2020

257,998

The weighted average incremental borrowing

rate applied to lease liabilities recognised in the

consolidated balance sheet at 1 August 2019 is 3.05%.

The movements in lease liabilities for the year ended 31

July 2020 were as follows:

NZ$'000

Opening lease liabilities 1 August 2019

-

Movements on transition

215,389

Additions

3 7, 8 1 1

Lease liabilities recognised on acquisition

(Note 5.1)

118,564

Interest expense related to lease liabilities

8,855

Repayment of lease liabilities

(including interest)

(85,545)

Exchange differences

2,849

Closing lease liabilities 31 July 2020

297,923

Lease liability maturity analysis

NZ$’000

Within one year

77,579

One to five years

172,340

Beyond five years

48,004

Total

297,923

Current

77,579

Non-current

220,344

Total

297,923

3.4.2 Lease liabilities

Reconciliation of operating lease commitments to

lease liabilities recognised on initial application;

NZ$'000

Operating lease commitment as at 31 July 2019

20 6,476

Above discounted using incremental borrowing

rate as of 1 August 2019

193,682

Recognition exemption for short term leases

(318)

Adjustments as result of different treatment of

renewal options

28,281

Lease contracts committed to but not yet

available for use

(6,256)

Lease liabilities as at 1 August 2019

215,389

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 the Group, 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 consolidated

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:

2020

NZ$’000

2019

NZ$’000

Current portion

--

Non-current portion

241,27025,500

Total term loans

241,27025,500

Group Facility Agreement

The Group has a multi-option syndicated facility

agreement, with a term loan facility of A$220

million, a revolving cash advances facility of

NZ$58 million and A$37 million, a trade finance

sub-facility of A$30 million and NZ$10 million, and

instruments sub-facility of A$20 million. All facilities

are repayable in full on 30 November 2022.

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 1.05%. The debt is secured by the assets of

the guaranteeing group in accordance with the

Security Trust Deed dated 25 October 2019.

The covenants entered into by the Group require

specified calculations of Group earnings (excluding

one-off transaction costs) 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 (excluding

one-off transaction costs) 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

agreement of 25 October 2019. The Group has obtained

a waiver from its banking syndicate of the current

covenants until the 31 July 2021 measurement point.

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

loans ranged between 1.00% - 1.25% (2019: 2.31% - 2.47%).

Paycheck Protection Program (PPP) loans

As part of the US government response to COVID-19

the Group’s US resident companies applied for

Paycheck Protection Program (PPP) loans of $4,200,632

(US $2,814,423). The Group believes that these entities

met the criteria to qualify for the loans at the date of

the application. The eligibility is subject to a possible

audit by the federal government at which time the

entities may be deemed not to be eligible. In the

event of an unfavourable outcome of the forgiveness

application the group would be required to repay the

PPP loan as well as 1% interest on that loan from the

period it was received until the date it was repaid. The

Group believes that the US resident entities meet the

criteria to qualify for the loan and future forgiveness.

The PPP loan was initially received as a loan and

once various criteria are met the Group can apply

for forgiveness of that loan. Once forgiveness of the

loan has been approved it will be recognised in the

consolidated statement of comprehensive income, until

that time it is recognised as a loan.

5352FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Reconciliation of movement in term loans

NZ$’000

Balance 31 July 2019

25,500

Net cash flow movement

212,989

Foreign exchange movement

2,781

Balance 31 July 2020

241,270

2020

NZ$’000

2019

NZ$’000

The principal of interest bearing liabilities is:

Payable within 1 year

--

Payable 1 to 2 years

4,201-

Payable 2 to 3 years

237,06915,000

Payable 3 to 4 years

-10,500

241,27025,500

4.1.1 Finance costs

2020

NZ$’000

2019

NZ$’000

Interest income

(4 49)(37)

Interest expense on term debt

4,7801,877

Interest on lease liabilities

8,855-

Other finance costs

9,24 6886

Net exchange loss/(gain) on foreign currency

922189

23,3542,91 5

Other finance costs relate to facility fees on banking arrangements and debt underwriting costs.

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 sheet

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):

2020

NZ$’000

2019

NZ$’000

Total secured loans

241,27025,500

less Principal covered by interest rate swaps

(5,000)(23,263)

Net Principal subject to floating interest rates

236,2702,237

RiskExposure arising fromMonitoringManagement

Liquidity riskInterest bearing and

other liabilities

Forecast and

actual cash flows

Active working capital management

and flexibility in funding arrangements

Interest rate swaps have the economic effect of converting borrowings from floating to fixed rates. The cash flow

hedge loss on interest rate swaps at balance sheet date was NZ$54,106 (2019: NZ$111,252).

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% (2019: 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 2020

Carrying

amount

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Derivative financial instruments (asset) / liability

7, 3 6 1(50)3850(37)

Financial assets

Cash

231,885(1,670)-1,670-

(1,670)-1,670-

Financial liabilities

Borrowings

241,2702,413-(2,413)-

Lease liabilities

2 9 7,9 2 32,979-(2,979)-

5,392-(5,392)-

Total increase / (decrease)

3,67238(3,672)(37)

-1%+1%

31 July 2019

Carrying

amount

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Derivative financial instruments (asset) / liability

(4,842)(235)154235(151)

Financial assets

Cash

6,230(45)-45-

(45)-45-

Financial liabilities

Borrowings

25,500255-(255)-

255-(255)-

Total increase / (decrease)

(25)15425(151)

The Group has borrowing facilities of NZD $398,818,966 / AUD $370,104,000 (2019: NZD $140,729,053 AUD $132,060,000)

and operates well within this facility. This includes short term bank overdraft requirements, and at balance sheet

date no bank accounts were in overdraft.

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.

5554FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
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 sheet 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 2020

Trade and other payables

10 9,6 4 3---

Borrowings

3,0077, 19 7238,060-

112,6507, 19 7238,060-

Group 2019

Trade and other payables

62,075---

Borrowings

60059925,751-

62,67559925,751-

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 sheet 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 sheet dates 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 2020

Forward foreign exchange contracts

- Inflow

17 9,8 57--

- Outflow

( 1 8 7, 1 6 4 )--

Net Inflow / (Outflow)

( 7, 3 0 7 )--

Net settled derivatives – interest rate swaps

Net Inflow / (Outflow)

(51)--

At 31 July 2019

Forward foreign exchange contracts

- Inflow

118,96 8--

- Outflow

(114,015)--

Net Inflow / (Outflow)

4,953--

Net settled derivatives – interest rate swaps

Net Inflow / (Outflow)

(4 6)9-

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).

At inception of the hedging relationship, the Group

documents the economic relationship between

hedging instruments and hedged items, including

whether changes in the cash flows of the hedging

instruments are expected to offset changes in the

cash flows of the hedged items. The Group also

documents its risk management objectives and

strategy for undertaking its hedge transactions.

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

consolidated statement of comprehensive income.

Amounts accumulated in equity are recycled in

the consolidated 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 consolidated 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 consolidated statement of comprehensive income.

Foreign currency transactions and balances

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 consolidated 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.

5756FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Derivative financial instruments

2020

NZ$’000

2019

NZ$’000

Foreign exchange contracts

Current asset

534,96 4

Current liability

( 7, 3 6 0 )(11)

Net foreign exchange contracts – cash flow hedge (asset / (liability))

( 7, 3 0 7 )4,953

Interest rate swaps

Current liability

(54)(102)

Non-current liability

-(9)

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

(54)(111)

Total derivative financial instruments

(7, 361)4,842

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 sheet date was NZ$5,000,000 (2019: NZ$23,263,048). The fixed interest rate is 1.32% (2019: range

from 1.32% and 2.63%). 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$114,460,000 NZ$179,802,938 (2019: US$79,350,000,

NZ$115,606,572).

No material hedge ineffectiveness for interest rate swaps or foreign exchange contracts exists as at balance sheet

date (2019: 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 NZD, USD and EUR.

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 entities in different jurisdictions. 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.

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% (2019: -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% (2019: -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 2020

Carrying

amount

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Derivative financial instruments (asset) / liability

7, 3 6 1-(19,160)-15,676

Financial assets

Cash

231,88515,96 4-(13,062)-

Trade receivables and other receivables

64,680(5,063)-4,143-

10,9 01-(8,919)-

Financial liabilities

Trade and other payables

158,111(11,101)-9,0 82-

Borrowings

241,27019, 3 0 2-(15,792)-

8,201-(6,710)-

Total increase / (decrease)

19,102(19,16 0)(15,629)15,676

-10%+10%

31 July 2019

Carrying

amount

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Profit

NZ$’000

Equity

NZ$’000

Derivative financial instruments (asset) / liability

(4,842)-(13,339)-10,915

Financial assets

Cash

6,230439-(359)-

Trade receivables and other receivables

11,360(806)-706-

(367)-347-

Financial liabilities

Trade and other payables

74,5 6 0(5,067)-4,145-

Borrowings

25,500----

(5,067)-4,145-

Total increase / (decrease)

(5,434)(13,339)4,49210,91 5

5958FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
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 2020 are

presented in the consolidated statement of changes in equity.

4.3 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 following the approval by the Company’s directors.

4.3.1 Contributed equity - ordinary shares

2020

NZ$’000

2019

NZ$’000

Ordinary shares fully paid ($)

626,380251,113

Balance at beginning of year

251,113249,8 82

Issue of shares under Executive and Senior Management Long Term Incentive Plan

1,6661,231

Shares issued under share entitlement offers and share placement

340,646-

Shares issued as consideration on a business combination (Note 5.1)

32,955-

Balance at end of year

626,380251,113

Number of issued shares

20202019

Ordinary shares issued at beginning of the year

226,189225,315

Shares issued under Executive and Senior Management Long Term Incentive Plan

927874

Shares issued under share entitlement offers and share placement

470,612-

Shares issued as consideration on a business combination (Note 5.1)

11,273-

Ordinary shares issued at end of the year

70 9,0 01226,189

As at 31 July 2020 there were 709,001,384 ordinary issued shares in Kathmandu Holdings Limited and these are

classified as equity.

926,996 shares (2019: 873,712) were issued under the “Executive and Senior Management Long Term Incentive Plan

24 November 2010” during the year.

During the year 470,613,096 shares were issued in relation to a share placement and share entitlement offers.

Total capital raised of $351,510,652 is net of directly attributable share issue costs of $10,864,686.

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 6.3 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 or loss when the

associated hedged transaction affects profit or loss.

Foreign currency translation reserve

The FCTR is used to record foreign currency

translation differences arising on the translation of

Reserves

2020

NZ$’000

2019

NZ$’000

Cash flow hedging reserve

Opening balance

4,1183,498

Revaluation - gross

(3,799)(9,7 72)

Deferred taxation on revaluation

2.33,9 03607

Transfer to hedged asset

(9,255 )9,579

Transfer to net profit - gross

(108)206

Closing balance

(5,141)4,118

Foreign currency translation reserve

Opening balance

(12,272)(8,975)

Currency translation differences – Gross

255(3,297)

Currency translation differences – Taxation

2.3--

Closing balance

(12,017)(12,272)

Share based payments reserve

Opening balance

1,98 32,76 0

Current year amortisation

378721

Deferred taxation on share options

2.3(87)(253)

Transfer to Share Capital on vesting of shares to Employees

(1,666)(1,231)

Share Options / Performance Rights lapsed

-(14)

Closing balance

6081,98 3

Other Reserves

Opening balance

--

Current year expense recognised in other comprehensive income

(61)-

Deferred taxation on other comprehensive income

2.3--

Closing balance

(61)-

Total Reserves

(16,611)(6,171)

the Group entities results and financial position. The

amounts are accumulated in other comprehensive

income and recognised in profit or loss when the

foreign operation is partially disposed of or sold.

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 vested.

6160FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
4.3.3 Dividends

2020

NZ$’000

2019

NZ$’000

Prior year final dividend paid

2 7, 2 0 924,836

Current year interim dividend paid

-9,0 47

Dividends paid (NZ$0.12 per share (2019: NZ$0.15))

2 7, 2 0 933,883

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.

Section 5 Group Structure

Keeping it simple

This section provides information about the entities that make up the Kathmandu Group and how they

affect the financial performance and position of the Group.

5.1 Acquisition of Rip Curl Group Pty Ltd

On 31 October 2019 Kathmandu Holdings Limited through

its wholly-owned subsidiary Barrel Wave Holdings Pty

Limited acquired 100% of the equity interests in Rip Curl

Group Pty Limited and its controlled entities based out

of Australia. The total purchase price was A$350,000,000.

The non-controlling interest on acquisition relates

to the interest acquired by the Group in Rip Curl joint

ventures in New Zealand, Thailand and Europe.

Rip Curl is a designer, wholesaler, manufacturer and

retailer of surfing equipment and apparel, and has

a global presence across Australia, New Zealand,

North America, Europe, South East Asia and Brazil.

The acquisition creates a global outdoor and action

sports company anchored by two iconic Australasian

brands and provides the opportunity for Kathmandu

to considerably diversify its geographic footprint,

channels to market and seasonality profile.

At the time the financial statements were authorised

for issue, the Group had not yet finalised the purchase

price allocation for the acquisition of Rip Curl. Fair

values of the assets and liabilities disclosed below

are determined provisionally as management is

in process of reviewing the details of independent

valuations. In segment information (Note 2.1),

management temporarily allocates related assets

and liabilities of the acquired business in the "Surf"

segment. The Group expects to finalise the purchase

price allocation in the next few months and will record

any allocation adjustments in next financial period.

Goodwill arising on acquisition

On completion of the purchase price allocation,

goodwill may be recognised on the acquisition of Rip

Curl because of the established workforce and control

premiums paid. This is not recognised separately from

goodwill as the expected future economic benefits

arising cannot be reliably measured and they do not

meet the definition of identifiable intangible assets.

Acquisition costs

Acquisition related costs of $11,895,000 have been

excluded from the consideration transferred and are

included in administration and general expenses in

the statement of comprehensive income and in

operating cash flows in the statement of cash flows

in the current year.

Impact of the acquisition on

the results of the Group

Group revenue for the year includes $315,739,000 in

respect of Rip Curl. Had the Rip Curl acquisition been

effective from 1 August 2019, the unaudited revenue

of the Group would have been $922,635,000 and

the unaudited profit for the year would have been

$14,910,000.

6362FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Provisional Purchase Price Allocation

NZ$’000

Purchase price

3 7 7, 5 6 2

Less net indebtedness adjustment

(78,147)

Plus working capital settlement adjustments

23,437

Total net consideration

322,852

Carrying amounts of identifiable assets acquired and liabilities assumed;

Current assets

Cash and cash equivalents

2 9,142

Trade and other receivables (net)

83,361

Inventories (net)

124,675

Derivative financial instruments

990

Current tax asset

6,216

Non-current assets

Other receivables

4,496

Property, plant and equipment

3 7, 5 2 9

Brand

169,687

Customer relationships

39,6 97

Other intangibles

3,800

Right-of-use assets

1 1 7, 2 9 6

Current liabilities

Trade and other payables

(78,006)

Current tax liability

(2,224)

Current lease liabilities

(33,167)

Non-current liabilities

Non-current trade and other payables

(7,571)

Non-current lease liabilities

(85,397)

Interest bearing liabilities

(115,366)

Deferred tax

(53,245)

Less non-controlling interest acquired

(3,335)

Net assets acquired

238,578

Goodwill on acquisition

8 4,274

Total net consideration

322,852

Less cash and cash equivalents acquired

(2 9,142)

Less consideration paid as shares

(32,955)

Plus indebtedness settled on acquisition

115,366

Net cash outflow on acquisition

376,121

5.2 Subsidiary Companies

Subsidiaries are all entities over which the Group has control. Control is achieved when the Group:

• has power over the entity;

• is exposed to, or has rights to, variable returns from its involvement with the entity; and

• can use its power to affect returns.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the

Group loses control of the subsidiary.

The following entities comprise the significant trading and holding companies of the Group;

CompaniesParties to Deed of

Cross Guarantee

Country of

Incorporation

Holding

20202019

Parent entity:

Kathmandu Holdings Limited

√New Zealand--

Subsidiaries:

Milford Group Holdings Limited

√New Zealand100%100%

Kathmandu Limited

New Zealand100%100%

Kathmandu Pty Limited

√Australia100%100%

Kathmandu (U.K.) Limited

United Kingdom100%100%

Kathmandu US Holdings LLC

United States of America100%100%

Oboz Footwear LLC

United States of America100%100%

Barrel Wave Holdings Pty Ltd

√Australia100%-

Rip Curl Group Pty Ltd

√Australia100%-

Rip Curl International Pty Ltd

√Australia100%-

PT Jarosite

Indonesia100%-

Rip Curl Pty Ltd

√Australia100%-

Onsmooth Thai Co Ltd

Thailand100%-

Rip Curl Investments Pty Ltd

Australia100%-

Blue Surf Pty Ltd

Australia100%-

RC Surf Pty Ltd

Australia100%-

Rip Curl Airport and Tourist Stores Pty Ltd

Australia100%-

JRRC Rundle Mall Pty Ltd

Australia100%-

Rip Curl (Thailand) Ltd

Thailand50%-

RC Airports Pty Ltd

Australia100%-

Ozmosis Pty Ltd

√Australia100%-

RC Chermside Pty Ltd

Australia100%-

Bondi Rip Pty Ltd

Australia100%-

Rip Curl Japan

Japan100%-

Curl Retail No 1. Pty Ltd

Australia100%-

RC Surf Sydney Pty Ltd

Australia100%-

RC Surf South Pty Ltd

Australia100%-

RC Surf NZ Limited

New Zealand50%-

Rip Curl Finance Pty Ltd

√Australia100%-

Rip Curl Europe S.A.S

France100%-

Rip Curl Spain S.A.U

Spain100%-

Rip Curl Suisse S.A.R.L

Switzerland100%-

Surf Odyssey S.A.R.L (70% share sold in July 2020)

France0%-

Rip Surf LDA

Portugal100%-

Rip Curl UK Ltd

United Kingdom100%-

Rip Curl Germany GMBH

Germany100%-

Rip Curl Italy SRL

Italy100%-

Rip Curl Nordic AB

Sweden100%-

Rip Curl Inc

United States of America100%-

Ultra Manufacturing Inc (in liquidation)

Mexico100%-

Rip Curl Canada IncCanada

100%

-

Rip Curl Brazil LTDABrazil

100%

-

All subsidiaries have a balance date of 31 July except for RC Surf NZ Limited which has a 31 March balance date.

6564FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
5.3 Deed of Cross Guarantee

Pursuant to ASIC Corporations (Wholly-owned

Companies) Instrument 2016/785, the Australian-

incorporated wholly owned subsidiaries listed in Note

5.2 as parties to the Deed of Cross Guarantee are

relived from the Corporations Act 2001 requirements

for preparation, audit and lodgement of financial

reports and directors’ reports in Australia.

It is a condition of the ASIC Corporations Instrument

that the Company and each of the subsidiaries listed

enter a Deed of Cross Guarantee. The effect of the

Deed is that each party guarantees to each creditor

of each other party payment in full of any debt in the

event of winding up of the other party under certain

provisions of the Corporations Act 2001. If a winding up

occurs under other provisions of the Act, the guarantee

will only apply if after six months after a resolution or

order winding up any creditor has not been paid in full.

A consolidated statement of comprehensive income

and balance sheet, comprising the Company and

controlled entities which are parties to the Deed of

Cross Guarantee, after eliminating all transactions

between parties to the Deed of Cross Guarantee, at

31 July 2020, are set out as follows:

Consolidated Statement of Comprehensive Income and Retained Earnings for the year ended 31 July 2020

2020

NZ$’000

2019

NZ$’000

Sales

4 5 7, 8 8 43 39,671

Expenses

(425,853)(292,303)

Finance costs - net

(16,234)(279)

Profit before income tax

15,7974 7, 0 8 9

Income tax expense

( 7,9 0 3 )(14,141)

Profit after income tax

7, 8 9 432,94 8

Other comprehensive income

2,036(4,995)

Total comprehensive income for the year

9,93 02 7,9 5 3

Retained Earnings at beginning of the year

(34,571)(33,650)

Profit for the year after income tax

7, 8 9 432,94 8

Dividends paid

( 2 7, 2 0 9 )(33,883)

Lapsed share options

-14

Adoption of NZ IFRS 16

(6,855)-

Retained Earnings at the end of the year

(60,741)(34,571)

Consolidated Balance Sheet as at 31 July 2020

2020

NZ$’000

2019

NZ$’000

ASSETS

Current assets

Cash and cash equivalents

20 4,9183,206

Trade and other receivables

23,74 82,160

Inventories

106,82567, 4 0 7

Derivative financial instruments

43,373

Current tax asset

3,4902,344

Total current assets

33 8,98578,490

Non-current assets

Trade and other receivables

78,46038,277

Investments

3 49,91 1175,183

Property, plant and equipment

53,01041,389

Intangible assets

4 67, 1 3 8172,607

Right-of-use assets

156,400-

Total non-current assets

1 ,10 4,9194 2 7, 4 5 6

Total assets

1 ,4 4 3,9 0 45 05,94 6

LIABILITIES

Current liabilities

Trade and other payables

78,3164 6,790

Derivative financial instruments

5,36436

Current tax liabilities

7,9 2 36,378

Current lease liabilities

56,245-

Total current liabilities

1 4 7, 8 4 853,204

Non-current liabilities

Non-current trade and other payables

7,7 2 6-

Interest bearing liabilities

237,069-

Loans with related parties

295,614220,237

Deferred tax

65,65121,044

Non-current lease liabilities

128,777-

Total non-current liabilities

734,837241,281

Total liabilities

882,685294,485

Net assets

561,219211,461

EQUITY

Contributed equity - ordinary shares

626,380251,113

Reserves

(4,420)(5,081)

Retained earnings

(6 0,741)(34,571)

Total equity

561,219211,461

6766FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Section 6 Other Notes

6.1 Related parties

All transactions with related parties were in the normal

course of business and provided on commercial terms.

No amounts owed to related parties have been written

off or forgiven during the period.

Key Management Personnel

2020

NZ$’000

2019

NZ$’000

Salaries

3,1473,414

Other short-term

employee benefits

55457

Post-employment

benefits

58117

Employee performance

rights

378491

3,6384,479

6.2 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 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. These are calculated at the present value of

the estimated future cash flows, based on observable

yield curves and the fair value of forward foreign

exchange contracts, as 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.

6.3 Employee share-based remuneration

Accounting policy

Equity settled long term incentive plan

The Executive and Senior Management Long Term

Incentive plan grants Group employee’s performance

rights subject to performance hurdles being met.

The fair value of rights granted is recognised as an

employee expense in the consolidated 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 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,

Senior Managers, Other Key Management

Personnel and Wider Leadership Management.

Executive Directors and Senior Managers

Performance rights granted to Executive Directors and Senior Managers 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

9 Jul 2020

-5 9 7,7 3 1--5 9 7,7 3 1

20 Dec 2018

261,388---261,388

20 Dec 2017

374,437---374,437

19 Dec 2016

375,810-(375,810)--

1,011,6355 9 7,7 3 1(375,810)-1,233,556

The performance rights granted on 9 July 2020

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

Weighting

TSR

Weighting

9 Jul 2020

10%100%

20 Dec 2018

150%50%

20 Dec 2017

150%50%

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:

Tranche20202019

Tranche 136 months to 1

December 2022

36 months to 1

December 2021

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:

20202019

Fair value of TSR rights

$1 19,5 4 6$205,190

Current price at grant date

$1.14$2.77

Risk free interest rate

0.34%1.76%

Expected life (years)

33

Expected share volatility

6 9. 5 %28.9%

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 2020.

The applicable performance periods are:

6968FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Tranche2020 Performance Period2019 Performance Period

Tranche 1Not applicableFY21 EPS relative to FY18 EPS

The percentage of the 2019 EPS growth related rights scales according to the compound average annual EPS growth

achieved as follows:

EPS Growth2019 % Rights Vesting

< 7%0%

>=7%, < 8%50%

>=8%, < 9%60%

>=9%, < 10%70%

>=10%, < 11%80%

>=11%, < 12%90%

>=12%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.

Vesting of Long Term Incentive performance rights also require remaining in employment with the Company during

the performance period.

Other Key Management Personnel and Wider Leadership Management

Performance rights granted to Other Key Management Personnel and Wider Leadership Management are all Short

Term Incentives under the shareholder approved Employee Long Term Incentive Plan, and are summarised below:

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:

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

20 Dec 2019

-654,836--654,836

11 Dec 2017

551,186-(551,186)--

20202019

Grant Date20 Dec 201918 Dec 2018

Performance period (year ending)31 Jul 202031 Jul 2019

Vesting Date – Other Key Management Personnel and Wider Leadership Management31 Jul 202131 Jul 2020

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 non-market performance hurdles set for the year ending 31 July 2020 were not met and accordingly no expense

has been recognised in the consolidated statement of comprehensive income.

Expenses arising from equity settled

share based payments transactions

2020

NZ$’000

2019

NZ$’000

Executive Director and Senior

Managers

378228

Key Management Personnel

and Wider Leadership

Management

-493

378721

6.4 Contingent liabilities

There are no contingent liabilities in 2020 (2019: nil).

6.5 Contingent assets

There are no contingent assets in 2020 (2019: nil).

6.6 Events occurring after

balance sheet date

There are no events after balance sheet date which

materially affect the information within the consolidated

financial statements.

2020

NZ$’000

2019

NZ$’000

Directors' fees

779790

Directors fees for the Parent company were paid to

the following:

• David Kirk (Chairman)

• John Harvey

• Philip Bowman

• Brent Scrimshaw

• Andrea Martens (appointed 1 August 2019)

• Sandra McPhee (retired 27 September 2019)

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:

6.7 Supplementary information

Directors fees

2020

NZ$’000

2019

NZ$’000

Audit services - PricewaterhouseCoopers

Group audit – PwC New Zealand

434186

Acquired balance sheet – PwC New Zealand

85-

UK Statutory audit – PwC UK

2020

Half year review – PwC New Zealand

11536

Total remuneration for PricewaterhouseCoopers audit services

654242

Audit services – other audit firms

138-

Non-audit services - PricewaterhouseCoopers

Taxation Services – PwC France

118-

Revenue Certificates – PwC New Zealand

1112

Banking compliance certificates – PwC New Zealand

33

Total remuneration for PricewaterhouseCoopers non-audit services

13215

7170FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
6.8 New accounting standards and interpretations

New standards and interpretations first applied in the period

New Accounting

Standard

Effective Date

Applicable to

the GroupSummary of ChangesGroup 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 is 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.

The Group has applied NZ IFRS 16 using a modified retrospective

transition method. Comparative figures have not been restated

and the cumulative effect of initially applying IFRS 16 has been

recognised as an opening retained earnings adjustment.

NZ IFRS 16 changes how the Group accounts for leases previously

classified as operating leases under NZ IAS 17, which were off-

balance-sheet.

Applying NZ IFRS 16, for all leases (except as noted below), the

Group has:

a) recognised lease liabilities and right-of-use assets in the

consolidated balance sheet. Lease liabilities have been

initially measured at the present value of the remaining lease

payments, discounted using the incremental borrowing

rate at 1 August 2019. Right-of-use assets have been initially

measured at carrying amount as if NZ IFRS 16 had always

applied since the lease commencement date, using a

discount rate based on the incremental borrowing rate at 1

August 2019;

b) recognised depreciation of right-of-use assets and

interest on lease liabilities in the consolidated statement of

comprehensive income; and

c) separated the total amount of cash paid into a principal

portion (presented within financing activities) and interest

(presented within operating activities) in the consolidated

statement of cash flows.

Lease incentives (eg rent free periods) are recognised as part of

the measurement of the right-of-use assets and lease liabilities

whereas under NZ IAS 17 they resulted in the recognition of a

lease liability, amortised as a reduction of rental expense on a

straight-line basis.

Under NZ IFRS 16, right-of-use assets are tested for impairment in

accordance with NZ IAS 36 Impairment of Assets. This replaces

the previous requirement to recognise a provision for onerous

lease contracts.

For short-term leases (lease term of 12 months or less) and

leases of low-value assets (such as office equipment), the Group

has opted to recognise a lease expense on a straight-line basis

as permitted by NZ IFRS 16. This expense is presented within

selling expenses and administration and general expenses

within the consolidated statement of comprehensive income.

The Group has used the following practical expedients on initial

application of NZ IFRS 16;

- whether an existing contract is, or contains, a lease has not

been reassessed;

- applied a single discount rate to a portfolio of leases with

reasonably similar characteristics;

- relied on its assessment of whether leases are onerous

applying NZ IAS 37 Provisions, Contingent Liabilities and

Contingent Assets immediately before 1 August 2019 as an

alternative to performing an impairment review;

- excluded initial direct costs from the measurement of the

right-of-use asset at 1 August 2019;

- used hindsight in determining the lease term if the contract

contains options to extend or terminate the lease.

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

There are no standards or amendments published but not yet effective that are expected to have a significant impact on the group.



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

54


Independent auditor’s report

To the shareholders of Kathmandu Holdings Limited

We have audited the consolidated financial statements which comprise:

• the consolidated balance sheet as at 31 July 2020;

• 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 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 accompanying 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 2020, 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 the Auditor’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

International Code of Ethics for Assurance Practitioners (including International Independence

Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of assurance compliance engagement in

respect of bank covenant compliance, agreed upon procedures for store turnover certificates and tax

advisory. The provision of these other services has not impaired our independence as auditor of the

Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, 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.

7372FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD

PwC 55


Description of the key audit matter How our audit addressed the key audit

matter

Acquisition of Rip Curl Group

As disclosed in note 5.1 of the consolidated

financial statements, the Group acquired 100%

of the shares of Rip Curl Group Pty Limited

(Rip Curl), on 31 October 2019, for base

consideration of A$350m.


The purchase price included identifiable

tangible and intangible assets acquired and

liabilities assumed.


At the time the consolidated financial

statements were authorised for issue,

management had not yet completed the

purchase price allocation.


Management have completed a provisional

assessment of the fair value of the assets and

liabilities that were acquired. This process

included engaging a third party valuation

expert to assist in the process to identify and

determine the fair value of the intangible

assets. The full valuation process has not yet

been finalised and management’s expert has

not yet issued their final report. It is therefore

possible that changes in the acquisition

accounting may still occur.


Intangible assets have been identified in

relation to brand and customer relationships

provisionally held by Rip Curl at NZ$169.7m

and $39.7m respectively, in addition to the

provisional goodwill of $84.3m.


Our audit focused on this area because the

acquisition of Rip Curl was a major transaction

and significant judgements and assumptions

are involved in identifying and determining

fair value of the acquired assets and liabilities,

particularly the identified intangible assets.


In responding to the significant judgements

involved in identifying and valuing the

identifiable intangible assets we:


• obtained an understanding of the

acquisition by reading the sale and purchase

agreement, other relevant contractual

agreements and documents;

• confirmed the fair value of the consideration

paid to the sale and purchase agreement;

• obtained the provisional valuation

undertaken by management’s expert to

determine the purchase price allocations and

tested the mathematical accuracy of the

models;

• held discussions with Group management and

their valuation expert to obtain an

understanding of the business process

undertaken to identify and value of the assets

acquired and liabilities assumed;

• we engaged our own internal valuation

specialist to assess the appropriateness of

assets identified, evaluate the valuation

methodology and consider the key

judgements and assumptions as

provisionally determined by management

and management’s expert;

• considered whether the identification and

recognition of intangible assets was consistent

with the requirements of the accounting

standards; and

• considered whether the relevant disclosures

were appropriate.



PwC 56


Description of the key audit matter How our audit addressed the key audit

matter

Impairment testing over indefinite life

intangibles, including the impact of COVID-19

The risk that the Group’s indefinite life assets

may be materially impaired is considered a key

audit matter, due to the material nature of

these assets and the significant judgement

exercised by management to:

• assess the appropriate cash generating

units (CGU) to consider for testing;

• estimate the future results of the CGUs;

• include the impact of COVID-19, revenue

and margins;

• allocate shared costs to CGUs; and

• assess the discount rates and terminal

growth rates.

As disclosed in note 3.3, the Group assessed

the recoverable amount of each CGU as at 31

July 2020 using discounted cash flow

valuations on a fair value less cost of disposal

(FVLCD) basis.

For Kathmandu New Zealand, Australia and

Oboz management performed their own

calculation and engaged a third party valuation

expert to:

• provide expert advice on the appropriate

discount rate for each CGU;

• provide macro-economic analysis for each

CGU;

• provide advice on the appropriate valuation

multiples for alternative valuation cross

checks; and

• perform sensitivity analyses.


For Rip Curl, management engaged the third

party valuation expert to perform a full year-

end valuation.

Based on the testing performed for each CGU

the Group concluded that there was no

impairment of goodwill and brand as at 31 July

2020.

The key assumptions used in the impairment

testing has been disclosed in note 3.3.


Our audit procedures in assessing the

indefinite life intangible assets included the

following:


For all brands and goodwill we:

• obtained the calculations performed by

management and considered the assumptions

used in light of the current and forecast

outlook for the business;

• reviewed management’s assessment of CGUs

and compared this to our knowledge and

understanding of the Group’s operations and

reporting structure;

• engaged our auditor’s expert to

independently consider the

appropriateness of the discount and long-

term growth rates;

• assessed the reasonableness of management's

cash flow assumptions by considering

external market forecasts, historical

performance and other available information;

• considered the allocation of shared costs

to each CGU;

• performed look back tested on historical

accuracy of management forecasts; and

• performed sensitivity testing for each CGU.


For Rip Curl we also:

• used our auditor’s expert to review and

challenge the appropriateness of the

assumptions used by management expert’s in

the valuation of R ip Curl and assess the

appropriateness of the valuation methodology

employed by management’s expert.

We audited the disclosures in the financial

statements to ensure they are compliant with the

requirements of the relevant accounting

standards.

7574FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD

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Description of the key audit matter How our audit addressed the key audit

matter

Inventory existence and valuation including

the impact of COVID-19

At 31 July 2020, the Group held inventories of

$228.8 m. Inventory valuation and existence

was an audit focus area due to the number of

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 consolidated

financial statements, inventories are carried at

the lower of cost and net realisable value on a

weighted average basis.


The Group has systems and processes,

including a barcode inventory management

system, to accurately record inventory

movements.


Management perform full stocktakes at each

store twice a year, with annual full stocktakes

taking place at Rip Curl distribution centres.


Daily cycle counts are performed at the

Kathmandu New Zealand and Australian

distribution centres.

For Rip Curl US and Oboz management keep

stock at third party warehouses who provide

inventory management services.



We performed a number of audit procedures over

inventory existence and valuation at year end. We:

• observed the stocktake process at selected

store locations near period end and undertook

our own test counts;


• attended the year end distribution centre

count and performed independent test counts

for Rip Curl;


• observed the daily stocktake process at the

Christchurch and Melbourne Kathmandu

distribution centres near period end and

undertook our own test counts. We also tested

that the daily counts occurred by selecting a

sample of days at each location and inspected

the count records throughout the year;


• confirmed the level of inventory held at year

end directly with third party warehouses for

inventory in the United States;


• assessed the inventory 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;


• evaluated the assumptions made by

management, and particularly the key

assumption that current shrinkage levels are

consistent with historical levels, in assessing

inventory 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 including the

potential impact of COVID-19; and


• 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

which includes the impact of COVID-19.



PwC 58


Description of the key audit matter How our audit addressed the key audit

matter

Adoption of the accounting standard NZ IFRS

16 Leases

The Group adopted NZ IFRS 16 Leases on 1

August 2019. The standard requires the

recognition of a right of use asset and lease

liability on the balance sheet for all leases.

Previously operating leases were not

recognised on the balance sheet. The adoption

of the standard has resulted in the recognition

of a right of use asset of $178.8m and a lease

liability of $206.5m.

As outlined in note 3.4 and 6.8, a number of

judgements and estimates have been made by

management in establishing these opening

values. These comprise of the:

● incremental borrowing rates at the time of

adoption;

● lease terms, including any rights of

renewals expected to be exercised;

● application of practical expedients in

respect of short term lease exemptions; and

● recognition of abatements received from

landlords.

This was considered an area of focus for our

audit due to the number of leases and the

significant judgements and estimates inherent

in the calculation.

We have performed the following audit

procedures in relation to the adoption of the new

accounting standard for leases. We:

● held discussions with management to

understand the implementation process

including the basis for key assumptions used

in the calculation of opening balances and

management's process;

● performed testing, on a sample basis, of the

accuracy of information included in the

calculations by comparing them to the terms

in the underlying lease contracts;

● tested completeness of the identified lease

contracts by checking that leased stores and

other major leased assets were included in the

calculation through reconciliation to the

audited lease commitments schedule at

1 August 2019;

● on a sample basis, recalculated the right of use

asset and lease liability for individual leases;

● reviewed assumptions used to determine the

lease term including rights of renewal and

assessed whether they were supported by past

practice and current business plans;

● reviewed the appropriateness of practical

expedients applied for exclusion of low value

and short term lease exemptions;

● on a sample basis, assessed the appropriate

treatment of rent abatements received from

landlords; and

● reviewed the appropriateness of disclosures in

the financial statements.

In relation to the incremental borrowing rates, we

engaged our auditor's valuation expert to assess

the appropriateness of the discount rates used.

7776FINANCIAL STATEMENTSANNUAL REPORT 2020KATHMANDU HOLDINGS LTD

PwC 59


Our audit approach

Overview


An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $3.7m, which represents approximately 5% of

weighted average of last three years’ annualised profit before tax,

excluding the acquisition cost in relation to Rip Curl.

Given the volatility in profit before tax due to the impacts of COVID-19 we

chose a weighted average of the last three years’ annualised profit before

tax adjusted for the acquisition cost, as the appropriate benchmark for the

year ended 31 July 2020.

In order to appropriately reflect the current brand profile of the

Kathmandu Group, we have annualised the past financial performance by

incorporating Rip Curl Group’s audited profit before tax in our

calculation. This ensured the historical profits reflects the financial

performance of all brands within the Group.

Further, we have excluded the acquisition cost in relation to the

acquisition of Rip Curl which, due to its size, causes unusual fluctuation in

profit before tax due to its infrequent occurrence.

As reported above, we have four key audit matters, being:

• Acquisition of Rip Curl Group

• Impairment testing over indefinite life intangibles, including the

impact of COVID-19

• Inventory existence and valuation, including the impact of COVID-19

• Adoption of the accounting standard NZ IFRS 16 Leases

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 Group audit was conducted by a New Zealand based team, with support from component auditors

in France and Thailand.



PwC 60


Information other than the consolidated financial statements and auditor’s report

The Directors are responsible for the annual report. Prior to the date of our auditor’s report, we

received a first draft of the corporate governance section of the annual report, but we have not received

any of the other components of the annual report, which is expected to be made available to us at a

later date. Our opinion on the consolidated financial statements does not cover the other information

included in the annual report and we do not and will 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, except that not all other information was available to us at the date of our signing.

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 consolidated 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 Leopino Foliaki.

For and on behalf of:




Chartered Accountants Christchurch

23 September 2020

7978CORPORATE GOVERNANCEANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Corporate governance

The Board and management of Kathmandu Holdings

Limited (the “Company”) and its related companies

(“the Group”) are committed to adhering to best

practice governance principles and maintaining

the highest ethical standards. The Board is

responsible for the overall governance of the Group,

including adopting the appropriate policies and

procedures and guiding Directors, management

and employees of the Group’s businesses to fulfil

their functions effectively and responsibly.

The Company regularly examines its governance

arrangements against national and international

standards. The Company has developed its corporate

governance policies and practices in line with the

principles and recommendations set out in the New

Zealand Stock Exchange (NZX) Corporate Governance

Code (NZX Code). The structure of the Company’s FY20

Annual Report and Corporate Governance statement

aligns to NZX reporting requirements to reflect the

change to Foreign Exempt Listing status on the ASX.

This corporate governance statement details the

Company’s key corporate governance arrangements.

Where the Company’s governance arrangements

differ from a recommendation in the NZX Code, the

relevant recommendation is separately identified

and accompanied by an explanation for the reasons

why the recommendation has not been followed

and a summary of the alternative governance

arrangements in place for the Company.

For the duration of the reporting period, the Company

has followed the recommendations set out in the NZX

Code where appropriate, having regard to the size

of the Group and the Board, the resources available

and the activities of the Group’s businesses. After

due consideration, the Board considers that the only

departures of the Company’s corporate governance

practices from the recommendations set out in the

NZX Code during the reporting period are in relation to

the recommendation to provide notice of meeting at

least 20 working days prior to any special meeting.

1


Information about the Company’s approach

in this area is separately identified in this

corporate governance statement.

The Company’s relevant charters and policies are

available in the Governance section of the Company’s

Investor Website https://www.kathmanduholdings.

com/investor-relations/governance/

The information in this statement is current as at

31 July 2020 (except where otherwise specified).

This corporate governance statement

has been approved by the Board.

Principle 1 – Code of ethical behaviour

One of the Group’s core values is integrity: to conduct

the Group’s businesses in an ethical and honest

manner, and to always strive to do the right thing. The

Company is committed to promoting a culture of best

practice and ethical behaviour and therefore expects

the members of its Board and all employees to act

in accordance with the Company’s values, policies

and legal obligations. All Directors and employees

joining the Group are provided with information on the

Group’s values, and the following policies, and updates

and refreshers are provided on a regular basis.

Code of Conduct

The Board recognises the need to observe the

highest standards of ethical corporate practice

and business conduct. Accordingly, the Board has

a formal code of conduct, to be followed by all

Directors and employees. Any material breaches of

the Code of Conduct are reported to the Board.

The key aspects of the Code of Conduct are to:

• act with honesty, integrity and fairness and

in the best interests of the Company;

• declare conflicts of interest and proactively

advise of any conflicts of interest;

• act in accordance with all applicable laws,

regulations, policies and procedures;

• follow procedures around the receiving of gifts;

• adhere to any procedures about whistleblowing; and

• use Group resources and property properly.

The Group maintains formal whistleblowing policies

in New Zealand and Australia, recognising that the

protection of whistle-blowers is integral to fostering

transparency, promoting integrity and detecting

misconduct. The best way to fulfil this commitment

is to create an environment in which employees

who have genuine concerns about improper

conduct, unacceptable behaviour or wrong-doing

feel safe to report it without fear of reprisal.

Securities trading policy

The Company has a policy for dealing in the

Company’s securities by Directors and employees,

1. NZX Code Recommendation 8.5

which provides transparency about expectations

and requirements. The policy is not designed to

prohibit Directors and employees from investing

in the Company’s securities, but recognises that

there are times when Directors or employees

cannot, or should not, deal in those securities.

Subject to the overriding restriction that persons may

not deal in the Company’s securities while they are

in possession of non-public material information,

Directors, senior executives and key management

personnel are only permitted to deal in securities during

certain ‘window periods’; being the periods immediately

following the release of the Company’s full and half

year financial results or the release of a disclosure

document offering securities in Kathmandu Holdings

Limited. All other employees are strongly encouraged

to deal in securities only during these ‘window periods’.

Directors, senior executives and key management

personnel must receive clearance from the

Chairperson of the board before any proposed

dealing in Company securities in each instance.

Where a Director or senior executive is subject to

exceptional circumstances (such as severe financial

hardship), written approval may be granted by the

independent Directors for the disposal of Company

securities, provided the individual concerned is not in

possession of any non-public material information.

The policy prohibits Directors, senior executives, key

management personnel and all other employees

from entering into hedging or other arrangements

that have the effect of limiting the economic risk

in connection with unvested securities issued

pursuant to any employee option or share plan.

Principle 2 – Board Composition

and Performance

Roles and Responsibilities

The Board is responsible for the overall supervision

and governance of the Group. A framework for the

effective operation of the Board is set out in the Board

Charter, which includes the following responsibilities:

• the long-term growth and

profitability of the Company;

• developing the strategic and financial

objectives for the Company;

• monitoring management’s implementation of

key policies, strategies and financial objectives;

• directing, monitoring and assessing the Company’s

performance against strategic business plans;

• approving and monitoring the progress of

major capital expenditure, capital management

and acquisitions and divestitures;

• identifying the principal risks of

the Company’s business;

• reviewing and ratifying the Company’s systems of

internal compliance and control, risk management,

legal compliance, corporate governance

practices, financial and other reporting;

• appointing and removing the Group

Chief Executive Officer (“CEO”);

• ratifying the appointment, and where appropriate,

the removal of the senior executives of the Group;

• approving the remuneration

framework for the Group; and

• monitoring and reviewing board

succession planning.

The Board delegates the responsibility for day to

day management and operation of the Group to

the Group CEO, who in turn delegates parts of these

functions to senior group executive and management

personnel. Matters reserved for the Board and the

scope and limitations of delegations to the Group

CEO, group executives and management personnel

are set out in a Group delegated authority policy

approved by the Board on an annual basis.

Board Composition

At present, the Board is comprised of six Directors,

namely David Kirk, John Harvey, Xavier Simonet, Philip

Bowman, Brent Scrimshaw and Andrea Martens.

The Chairperson of the Board is David Kirk. Five out

of the six Directors are non-executive Directors.

Xavier Simonet (managing Director and Group

CEO) is the only executive Director on the Board.

The Board assesses the independence of its Directors

in accordance with the requirements set out in

the Board Charter and the NZX Listing Rules. Xavier

Simonet, as managing Director, is employed by

the Company in an executive capacity and is not

considered to be an independent Director. David Kirk,

John Harvey, Philip Bowman, Brent Scrimshaw and

Andrea Martens are considered independent Directors

having regard to the factors set out in the NZX Code.

A brief biography of each Board member is

set out on page 20 of this Annual Report and

can also be found in the “Board of Directors”

section of the Company’s Investor Website.

8180CORPORATE GOVERNANCEANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Nomination and Appointment

New Directors are selected through a nomination

and appointment procedure administered by

the Board, as outlined in the Board Charter.

The Board has systems in place which require that

appropriate checks are conducted before appointing

any new Director or putting a candidate forward to the

Company’s shareholders for election as a Director.

The Company enters into written agreements with

each newly appointed Director or senior executive

establishing the terms of their appointment.

Skills Matrix

The Board benefits from a combination of the different

skills, experiences and expertise that the Company’s

Directors bring to the Board and the insights that result

from this diversity. The Board is satisfied that the current

composition of the Board reflects an appropriate range

of the skills, experience, knowledge and diversity needed

to discharge the Board’s functions and responsibilities

and to achieve the strategic aims of the Group.

The Board continues to monitor and review Board

composition. The Board has developed a skills matrix

which it uses to assist in developing plans for long-term

succession to identify current and future skills gaps.

The following chart summarises the skills, attributes

and experience held by the Directors of the Company

during the reporting period. Percentages are

determined as at the date of this statement.

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 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 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.

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

Tenure

Directors are appointed and retire by rotation

in accordance with the Company’s constitution

and the NZX Listing Rule requirements. Director

tenure is taken into account by the Board when

considering the independence of each Director.

The average tenure for non-executive Directors

is 4 years with the following tenure mix:


<2 Years


2 - 5 Years


6+ Years

40%

40%

20%

The tenure of appointment of the Board

as at 31 July 2020 is set out below:

NameOriginally

appointed

Last reappointed/

elected

David Kirk

(Chairperson)

21 November 201323 November 2018

Xavier Simonet

29 June 201522 November 2019

John Harvey

16 October 200924 November 2017

Brent Scrimshaw

2 October 201724 November 2017

Philip Bowman

2 October 201724 November 2017

Andrea Martens

1 August 201922 November 2019

Measuring Board performance

The Board undertakes an annual evaluation of

its performance against the requirements and

expectations of the Board Charter. The performance of

the Board’s committees and each individual Director

is also reviewed on an annual basis, alongside the

goals and objectives for the Board for the upcoming

year. This review also identifies any changes needed

to the Board Charter. The Board approves the criteria

for assessing annual performance of the Group CEO.

The Board has undertaken a review of its performance

in respect of the reporting period by individual

interviews of Directors with the Chairperson.

The Board makes appropriate training available to all

Directors to enable them to remain current on how

best to discharge their responsibilities and to keep up

to date on changes in areas relevant to their roles.

Diversity

The Group embraces and encourages a diverse

workplace culture. This enriches collaborative

and creative thinking to provide innovative

products and world class customer service

to an equally diverse global community.

The Group seeks out the best talent from around

the world to join its brands and is proud to have

over 75 Nationalities, a diverse cross-generational

team ranging from 18 years – 76 years and 59%

women representation across the Group.

The Company’s commitment to diversity and inclusion

goes beyond championing gender equality. Improving

and evolving its inclusive and collaborative workplace

culture is a shared passion across all brands that

enhances the Group’s competitive advantage.

The Company maintains a written diversity policy

in accordance with the NZX Code, which affirms the

Group’s 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, the Remuneration

Committee sets measurable objectives for achieving

diversity across the Group. The Remuneration

Committee carries out an annual assessment of

its diversity objectives and measures its progress

towards achieving these objectives. Following this

review, the Board considers that the principles of the

Group’s diversity policy are currently well-reflected

in the variety of cultures, unique experiences,

perspectives, and beliefs represented by its teams.

More information about the Group’s approach to

diversity can be found in our Sustainability Report, a

copy of which is available through the Investor Website.

8382CORPORATE GOVERNANCEANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Current Group gender composition

As at 31 July 2020, the gender composition of the Company’s Board, Executive and Management team, and across

the entire Group, is:

DirectorsOfficers

(Group Executive)

Kathmandu

and Oboz Brand

Management

Rip Curl

Brand

Management

Total

Organisation

FY19FY20FY19FY20*FY19FY20^FY19FY20^^FY19**FY20

Male

55-5-4-742%41%

Female

11-0-5-358%59%

Total

66-5-9-10100%100%

Principle 3 - Board committees

The Board has established and maintains two

committees of the Board to assist with discharging

the Board’s responsibilities: the Audit and Risk

Committee and the Remuneration Committee.

The Board may establish other committees as and

when required based on the needs of the Group.

Each Committee is governed by its own

Charter, which has been adopted by the Board,

and is reviewed periodically. The Committee

charters are available in the “Governance”

section of the Company’s Investor Website.

Membership of each Committee is based on

the needs of the Company, relevant legislative

and other requirements and the skills and

experience of individual Directors. Meetings of the

Committees are scheduled to coincide with the

Board meeting timetable. Each Committee makes

recommendations to the full Board for consideration

and decision-making as and when required.

The Company does not have a nomination committee.

Due to the size of the Company’s Board, the Board as

a whole retains the responsibility for recommending

new Director appointments. 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. The Board

draws on the experience and advice of external

recruitment specialists for assistance when required.

The Board will continue to review the needs of the Group

in relation to the Director nomination process and

whether a change of approach in this area is needed.

A summary of the roles, responsibilities and

membership of these two Committees (as at 31 July

2020) is set out on the next page.

* A new Group Executive structure was established following the acquisition of the Rip Curl Group.

** Kathmandu and Oboz brands only.

^ Direct reports to Kathmandu Chief Executive Officer.

^^ Direct reports to Rip Curl Chief Executive Officer.

Audit and Risk CommitteeRemuneration Committee

Roles and responsibilities

• Overseeing the process of

financial reporting, internal control,

continuous disclosure, financial and

non-financial risk management,

compliance and external audit;

• Monitoring the Group’s compliance

with laws and regulations and the

Company’s Code of Conduct;

• Encouraging effective relationships

with, and communication between,

the Board, management and the

Company’s external auditor; and

• 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.

• Overseeing the development and

application of the Group Human

Resources strategy, the remuneration

framework and associated policies;

• Assisting the Board in relation to

matters concerning remuneration

of senior executives, and Directors;

• Providing effective remuneration

policies and programmes to

motivate high performance

from all employees; and

• Confirming that appropriate and

effective policies for managing the

performance and development of

employees at all levels are in place.

MembershipAt least three members, a majority of

whom must be independent Directors

and all of whom must be non-executive

Directors. At least one member must

have an accounting or financial

background. The Chair is to be an

independent non-executive Director,

who is not the Chair of the Board.

Current members:

John Harvey (Chair)

David Kirk

Philip Bowman

Brent Scrimshaw

Andrea Martens

At least three members, a majority of

whom must be independent Directors

and all of whom must be non-executive

Directors. The Chair is to be an

independent, non-executive Director.

Current members:

Andrea Martens (Chair)

David Kirk

John Harvey

Philip Bowman

Brent Scrimshaw

Attendance

The number of meetings of the Board of Directors and the Board Committees held during the

year ended 31 July 2020 and the numbers of meetings attended by each Director were:

Board Audit and Risk CommitteeRemuneration Committee

AttendedEligible to

attend

AttendedEligible to

attend

AttendedEligible to

attend

David Kirk

12126655

Xavier Simonet

12120000

John Harvey

12126655

Andrea Martens

12126655

Brent Scrimshaw

12126655

Philip Bowman

12126655

Sandra McPhee*

222222

* Sandra McPhee retired effective 27 August 2019

8584CORPORATE GOVERNANCEANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Takeover protocols

The Board has appropriate protocols in place

that set out the procedure to be followed if there

is a takeover offer for the Company. A committee

of independent Directors would be formed who

would have responsibility for managing the

takeover process in accordance with the Board

protocols and the New Zealand Takeovers Code.

Principle 4 – Reporting and Disclosure

The Company is committed to promoting investor

confidence by providing all stakeholders with timely,

accurate and balanced disclosure of information

regarding its financial and operational matters.

The Company’s Code of Conduct, Board and

Committee Charters and other key governance

policies and documents are available on its Investor

Website at https://www.kathmanduholdings.

com/investor-centre/corporate-governance/

Continuous disclosure policy

The Company’s Continuous disclosure policy provides

that all Directors, executives and employees are

required to be aware of and fulfil their obligations

in relation to the timely disclosure of material

information. The policy explains the respective roles and

responsibilities, procedures and processes in place to

ensure the Company observes its continuous disclosure

obligations under the NZX Listing Rules. The policy

is available and accessible to all Group employees

and training on its contents is provided regularly.

Financial Reporting

The Audit and Risk Committee oversees the

quality of external financial reporting including

the veracity, comprehensiveness and timeliness

of financial statements. The Company seeks to

provide clear, concise financial statements.

Before the Board approves financial statements for the

Group for a financial period, it receives from the Group

CEO and Group CFO a declaration that, in their opinion:

• the financial records of the Group

have been properly maintained;

• the financial statements comply with the

appropriate accounting standards and

other applicable laws and regulations;

• the financial statements give a true and

fair view of the financial position and

performance of the Group; and

• that the opinion has been formed on the basis

of a sound system of risk management and

internal control which is operating effectively.

Economic, Environmental and Social Sustainability

The Company recognises the importance of

sharing information about its journey to becoming

a more sustainable business. Across the Group, the

Company is committed to protecting workers’ rights,

minimising waste and lowering the environmental

impacts of the Group’s business operations

through understanding its supply chain.

The Company prepares a separate sustainability

report in accordance with the Global Reporting

Initiative (GRI) Standards framework. It is available

online at https://www.kathmanduholdings.

com/about-us/corporate-responsibility/

Principle 5 – Remuneration

The Remuneration Committee is responsible

for reviewing remuneration packages for the

Group CEO and senior executives and making

recommendations to shareholders in relation

to non-executive Director’s remuneration.

The Remuneration Committee adopts a series

of principles in determining remuneration

related decisions. The principles used are:

• The remuneration structure should reward

those employees who can 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 packages 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;

• Due to the Group CEO’s 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, the Group

CEO, relative to other Executives, should 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; and

• The Board uses discretion when setting

remuneration levels, taking into account

interests of shareholders, the current market

environment and Group performance.

The current approved pool of remuneration available

for payment to non-executive Directors is AUD

$1,000,000 in aggregate. This was approved by

shareholders at the Annual Meeting on 26 November

2018. In the year ended 31 July 2020, total fees paid to

non-executive Directors amounted to NZD$778,780.81.

Details of the total remuneration and value of

other benefits received by each director from

the Company during the reporting period is

set out on page 89 of this Annual Report.

Remuneration policy

The Company maintains a remuneration policy in

relation to its Directors, executives and employees

which provides for remuneration at fair and reasonable

levels throughout the Group. The purpose of the policy

is to provide for coherent remuneration practices

which enable the attraction and retention of high

calibre individuals who contribute positively to the

achievement of the Group’s strategy and objectives,

and ultimately create value for the Company’s

shareholders. The remuneration of executive and non-

executive Directors is clearly differentiated in the policy.

The Board, through the Remuneration Committee,

undertakes its governance role in setting Group

executive remuneration including, where required,

use of external independent remuneration

consultants and/or available market information.

The Group executive remuneration

structure has three components:

• Base salary and benefits (reviewed annually

to assess appropriateness to the position

and competitiveness within the market);

• 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; and

• Long term incentives via participation in the

Company’s Long Term Incentive plan.

Short Term Incentives (STI)

Group 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 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.

Long Term Incentive Plan (LTI)

Performance Rights under the Group’s Long-Term

Incentive Plan have been offered each year since

the plan was originally implemented 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 confirm it will best support and facilitate the

growth in shareholder value over the long term

relative to current business plans and strategies.

Performance rights granted to the Group executive

during the reporting period are dependent upon the

Company achieving relative TSR targets over the 36

months from 1 December 2019. 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. Performance rights are granted at nil cost.

Performance measurement is at the end of the

applicable performance period with no ability

to re-test. In respect of rights granted during the

reporting period, the relevant portion of the award

8786CORPORATE GOVERNANCEANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
that will vest is determined based on the percentile

ranking of the Company against the comparator

group at the end of the performance period.

Group CEO Remuneration

Group CEO remuneration comprises a mixture of base

salary, STI and LTI:

Group CEO 2020 Remuneration packageA$

Fixed

(Base salary, superannuation)

$951,510

STI (60% of fixed)

(not achieved for FY20)

$570,9 0 6

LTI (70% of fixed)*

$666,057

Maximum potential remuneration

$2,188,473

* Vesting is dependent on achievement of performance hurdles

measured over a three-year period. Vesting date 1 December 2022

• More than half (57%) the total remuneration

for the Group 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, and

• All long-term incentive (70% of Fixed Annual

Remuneration) will be measured on a

single 3-year performance period.

FY20 STI outcomes

For the year ended 31 July 2020 the Group financial

performance targets were not met and as a

result, no short-term cash incentives were paid

to the Group CEO or the Group executive.

Principle 6 – Risk Management

The identification and proper management of the

Group’s material risks is an important priority of the

Board. The Company has a central risk management

framework in place to identify, oversee, manage

and control risks. During the reporting period, work

commenced to bring the Rip Curl brand within the

Group framework. The Board regularly reviews this

framework and the assessments of how the material

risks are impacting its business. The Board recognises

that some element of risk is inherently necessary in

order to achieve the strategic aims for the Group’s

businesses and deliver value to shareholders.

Risk management policy

The purpose of the Company’s risk management

policy is to highlight the risks relevant to the Group’s

operations, and the Company’s commitment to

designing and implementing systems and methods

appropriate to minimise and control its risks.

The Audit and Risk Committee assists the Board

in discharging its responsibility for monitoring risk

management. The Committee is responsible for

establishing procedures which seek to provide

assurance that major business risks are identified,

consistently assessed and appropriately addressed.

This Committee oversees the implementation

of the risk management framework, monitors

its ongoing effectiveness and regularly reports

to the Board. The Audit and Risk Committee

undertook a formal review of the risk management

framework during the reporting period.

Health and Safety

The Company is dedicated to cultivating a strong

safety culture and awareness of health and safety

risks, performance and management within the Group.

The Company has adopted an integrated approach

to safety and wellbeing across the Group, which

recognises that workplace safety, health and mental

health all contribute to an employee’s overall wellbeing.

During the reporting period, work began to bring Rip

Curl within the Group’s existing health and safety

reporting framework and initiatives were commenced

to drive process improvements and education

throughout the regions where the business operates.

The Board receives and reviews detailed

reports on health and safety matters at each

Board meeting from the Brand CEOs.

More information on Health, Safety and

Wellbeing in the Group can be found in the

Company’s sustainability report, a copy of which

is available through the Investor Website.

Principle 7 - Auditors

The Audit and Risk Committee is responsible for

making recommendations to the Board about the

appointment or replacement of, and for monitoring

the effectiveness and independence of, the

Group’s external auditor. The Committee Charter

requires that the external auditor or lead audit

partner is changed at least every five years. The

Committee reviews and assesses the independence

of the external auditor on an annual basis.

The Company’s external auditor is PwC. The audit

partner responsible was appointed in 2018.

The Company does not currently have an internal

audit function. To date, the Company has considered

that the external advisors it currently engages provide

a sufficient system for evaluating and continually

improving the effectiveness of risk management

for the Group and delivers appropriate objective

assurance on risk management. Given the increased

size of the Group following the Rip Curl acquisition,

the Company is currently developing an internal

audit function to be formalised during FY21.

The Company’s external auditor attends the annual

meetings of the Company and is available to answer

any questions from investors relevant to the audit.

Principle 8 – Shareholder

Rights and Relations

The Company is committed to keeping its stakeholders

and owners effectively and comprehensively

informed of all relevant information affecting the

Group in accordance with all applicable laws

and the Company’s communication strategy.

Information is communicated to investors through

the lodgement of all relevant financial and other

information with NZX and ASX, publishing information

on the Company’s Investor Website, annual

shareholder meetings, annual and interim reporting,

analyst and investor briefings and roadshows.

Investor Website

The Company’s Investor Website (www.

kathmanduholdings.com) contains all key

communications concerning the Company and

information about its brands: Kathmandu, Rip Curl

and Oboz. Shareholders can also view profiles of the

Company’s Board and Group Executive Management

team on the Investor Website, along with its key

governance policies, the Charters of the Board

Committees, copies of current and past annual reports

and transcripts of annual shareholder meetings.

All relevant announcements made to the market are

shown on the Company’s Investor Website as soon as

they have been released to NZX and ASX. Investors can

subscribe through the Investor Website to receive an

email alert when a new announcement is lodged.

Communication

The Board encourages investors to communicate

with the Company electronically. Investors can

contact the Company through the Investor

Website at www.kathmanduholdings.com/

contact/. Investors have the option of receiving

their communications, which includes the annual

report, from the Company electronically.

The Company actively engages with its

investors through annual shareholder meetings,

its investor briefings and roadshows, and

meeting with stakeholders on request.

Approach to seeking additional equity capital

The Board acknowledges Recommendation 8.4 of the

NZX Code which suggests that where the Company

requires additional equity capital, where practical,

the Board should favour capital raising methods

that provide existing equity security holders with an

opportunity to participate in the offer on a pro-rata

basis. The Board has taken Recommendation 8.4 into

account, along with a number of other factors when

considering options for the capital raisings undertaken

during the reporting period. The Company raised

capital via a 1 for 4 pro-rata accelerated entitlement

offer and vendor placement in October 2019, and a

1.2 for 1 pro-rata accelerated entitlement offer and

institutional placement in April 2020. Ultimately the

Board will choose methods to raise equity, when

needed, which are necessary and desirable to

achieve the best outcomes for the Company in the

context of any anticipated transaction or proposal

for which additional equity capital may be required.

Meetings and voting

Where voting by shareholders on a matter concerning

the Company is required, the Board encourages

investors to attend the shareholders’ meeting or to

send in a proxy vote. All voting at the Company’s

annual shareholder meeting is conducted by

way of poll on the basis of one share, one vote.

The Company’s annual shareholder meeting is held

primarily in New Zealand, and periodically in Australia,

in order to maximise the opportunity for shareholders

to participate. In 2019, the Company began using a

virtual meeting platform for its shareholder meetings

to allow participation where a shareholder is unable

to attend in person. The Company’s notice of

meeting will be available at least 20 working days

prior to the meeting at www.kathmanduholdings.

com/investor-relations/nzx-announcements/

In 2019, the Company held a special meeting to

approve the acquisition of Rip Curl. As a result of

the overall transaction timetable, the Company

was unable to provide 20 working days’ notice to

shareholders. However, the Company provided

as much notice as was practicable in the

circumstances, and more than the minimum period

prescribed under the Companies Act 1993.

8988STATUTORY INFORMATIONANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Statutory information

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 2020 are as follows:

DAVID KIRK

NZ Rugby Players AssociationChairman

Forsyth Barr Group Limited and Forsyth Barr LimitedChairman / Director

Bailador Investment Management Pty LimitedManaging Partner

Bailador Technology Investments Limited (including investee companies)Chairman

NZ Performance Horses LimitedDirector

Kiwi Harvest LimitedChairman

Sydney FestivalChairman

Lord Howe Island BoardDirector

JOHN HARVEY

Stride Holdings LimitedDirector

Stride Investment Management LimitedDirector

Stride Property LimitedDirector

Investore Property LimitedDirector

Heartland Bank LimitedDirector

Pomare Investments LimitedDirector

Napier Port Holdings LimitedDirector

Port of Napier LimitedDirector

Resource Coordination Partnership LimitedAdvisor to the Board

ANDREA MARTENS

ADMA – Australian Data Driven Marketing AssociationCEO

PHILIP BOWMAN

Sky Network Television Limited (effective 1 September 2019)Chairman

Majid al Futtaim Properties LLCChairman

Tegel Group Holdings LimitedChairman

Ferrovial SADirector

Atropos SCIPresident Directeur Generale

Better Capital PCC LimitedDirector

Vinula Pty LtdDirector

Vinula Superfund Pty LtdDirector

Tom Tom Holdings IncDirector

Majid al Futtaim Capital LLCDirector

Majid al Futtaim Holdings LLCDirector

BRENT SCRIMSHAW

Enero Group Limited (effective 1 July 2020)CEO

Rhinomed LimitedDirector

Catapault Group International LimitedDirector

Melbourne International Festival of the Arts LimitedDirector

Directors’ Remuneration and Other Benefits

During the year, the Directors and former Directors of the Company received the following remuneration and other

benefits, which were approved by the Board:

DirectorTotal RemunerationOther benefits

David Kirk

N Z D $ 2 3 7,9 8 0

None

Philip Bowman

NZD $131,333

None

John Harvey

NZD $124,706

None

Andrea Martens

NZD $131,333

None

Brent Scrimshaw

NZD $131,333

None

Sandra McPhee (retired)

NZD $22,096

None

Xavier Simonet

NZD $931,773.95$22,956 (superannuation)

Employee Remuneration

During the year ended 31 July 2020 a number of employees or former employees, not being Directors of

the Company, received remuneration and other benefits that exceeded NZ$100,000 in value as follows:

RemunerationNumber of Employees

NZD$NZD$

100,000-110,00023

110,000-120,00016

120,000-130,00022

130,000-140,0009

140,000-150,00015

150,000-160,00016

160,000-170,0006

170,000-180,0002

180,000-190,0005

190,000-200,0007

200,000-210,0004

210,000-220,0006

220,000-230,0002

230,000-240,0002

250,000-260,0001

260,000-270,0001

270,000-280,0001

280,000-290,0003

300,000-310,0002

RemunerationNumber of Employees

NZD$NZD$

310,000-320,0001

320,000-330,0002

330,000-340,0004

340,000-350,0002

350,000-360,0002

360,000-370,0002

370,000-380,0001

380,000-390,0001

400,000-410,0001

440,000-450,0002

450,000-460,0001

470,000-480,0002

480,000-490,0001

510,000-520,0001

590,000-600,0001

630,000-640,0001

680,000-690,0001

790,000-800,0001

880,000-890,0001

1,080,000-1,090,0001

Donations

During the year, the Group has made total donations of NZD$159,938.

9190STATUTORY INFORMATIONANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Directors’ Details

David Kirk Chairman, Non-Executive Director Xavier Simonet Managing Director and Group Chief Executive Officer

John Harvey

Non-Executive Director Philip Bowman Non-Executive Director

Brent Scrimshaw

Non-Executive Director Andrea Martens Non-Executive Director

Sandra McPhee Non-Executive Director

(retired 27 September 2019)

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 2020.

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 2020, are included in the relevant bandings for remuneration disclosed on the previous page.

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 (or the legal equivalent in various jurisdictions) of subsidiary companies at

31 July 2020, and those who ceased to hold office during the year ended 31 July 2020, are as follows:

Company Director / Office Holder

Milford Group Holdings Limited

Kathmandu Limited

Kathmandu (U.K.) Limited

Reuben Casey, Xavier

Simonet, Chris Kinraid

Kathmandu Pty Limited

Barrel Wave Holdings Pty

Limited

Reuben Casey, Xavier

Simonet, Chris Kinraid,

Anthony Roberts (appointed

3rd February 2020)

Kathmandu US Holdings LLCXavier Simonet,

Reuben Casey

Oboz Footwear LLCAmy Beck

Rip Curl, Inc

Rip Curl International Pty Ltd

Rip Curl Proprietary Limited

RC Airports Pty Ltd

Rip Curl Finance Pty Ltd

Rip Curl Group Pty Ltd

Rip Curl Investments Pty Ltd

Bondi Rip Pty Ltd

Bluesurf Pty Ltd

Michael Daly and

Anthony Roberts

Curl Retail No 1 Pty Ltd

JRRC Rundle Mall Pty Ltd

Ozmosis Pty Ltd

RC Chermside Pty Ltd

RC Surf Sydney Pty Ltd

RC Surf Pty Ltd

RC Surf South Pty Ltd

Rip Curl Airport and

Tourist Stores Pty Ltd

Anthony Roberts

Rip Curl Brazil LTDACarla Trindade

Company Director / Office Holder

Rip Curl Canada IncAnthony Roberts and

Nick Russell

Rip Curl JapanIetoshi Ueda

Onsmooth Thai Co LtdAnthony Roberts, Duncan

Stewart, Michael Daly

PT JarositeJames Hendy, Anthony

John Roberts, Jeffry Robert

Anderson, Francois Jean

Payot

Rip Curl Europe S.A.SMathieu Lefin and

Isabelle Espil

Rip Curl Spain SA Unipersonal

Rip Curl UK Ltd

Rip Surf Artigos De Desporto

Unipessoal LDA

Rip Curl Germany GmbH

Rip Curl Italy SRL

Mathieu Lefin

Rip Curl Suisse S.A.R.LMathieu Lefin and

Julien Haueter

Rip Curl Nordic ABMathieu Lefin, Alois Bersan

and Isabelle Espil

Surf Odyssey SARLXavier Barjou

50% subsidiary interests:

RC Surf NZ LimitedPaul Pedersen and

Anthony Roberts

Rip Curl (Thailand) Co. LtdSermchai Putamadilok

Principal Shareholders

The names and holdings of the twenty largest shareholders as at 7 September 2020 were:

NameOrdinary Shares%

1NEW ZEALAND CENTRAL SECURITIES DEPOSITORY LIMITED

228,533,36932.23

2HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

54,401,6477. 6 7

3J P MORGAN NOMINEES AUSTRALIA PTY LIMITED

50,167,4467. 0 8

4BRISCOE GROUP LIMITED

48,007,4656.77

5CITICORP NOMINEES PTY LIMITED

39,058,1665.51

6NEW ZEALAND DEPOSITORY NOMINEE

26,814,5383.78

7NATIONAL NOMINEES LIMITED

17,304,8882.44

8BNP PARIBAS NOMINEES PTY LTD

15,062,4442.12

9FNZ CUSTODIANS LIMITED

11,625,1951.64

10PT BOOSTER INVESTMENTS NOMINEES LIMITED

7, 0 6 3 , 3 0 71.00

11BNP PARIBAS NOMS PTY LTD

6,912,26 30.97

12JASMINE INVESTMENT HOLDINGS NO 6 LIMITED

6,476,4810.91

13FORSYTH BARR CUSTODIANS LIMITED

5,95 0,6290.84

14HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2

4 , 5 1 7,9 9 50.64

15LONDEE PTY LIMITED

4,434,7040.63

16BUTTONWOOD NOMINEES PTY LTD

3,744,0000.53

17HAILONG INVESTMENTS PTE LIMITED

3,696,3390.52

18CITICORP NOMINEES PTY LIMITED

3,582,1360.51

19BNP PARIBAS NOMINEES PTY LTD

3,1 19,9 240.4 4

20LONEE PTY LIMITED

2,95 6,8 450.42

Directors’ Shareholdings

Directors held interests in the following ordinary shares of the Company at 31 July 2020:

DirectorNature of interestNumber held at

31 July 2019

AcquiredDisposedTotal held at

31 July 2020

David KirkBeneficially owned

6 8,955674,381-74 3,336

Philip BowmanBeneficially owned

0150,000-150,000

John HarveyBeneficially owned

58,508102,389-160,897

Xavier SimonetBeneficially owned

423,725889,008-1,312,733

9392STATUTORY INFORMATIONANNUAL REPORT 2020KATHMANDU HOLDINGS LTD
Xavier Simonet held the following interests in convertible financial products in the Company at 31 July 2020 due to

his participation in the Kathmandu Holdings Limited Long Term Incentive Plan for Employees in his capacity as Group

Chief Executive Officer.

Executive Director – Xavier Simonet

Nature of interestNumber grantedGrant DateVesting PeriodVesting DateTotal Fair Value of Performance

Rights at Grant Date $

Performance Rights

276,3729 Jul 203 years1 Dec 22666,057

Performance Rights

204,73920 Dec 183 years1 Dec 21387,736

Performance Rights

292,80920 Dec 173 years1 Dec 20488,420

No other directors held interests in convertible financial products of the Company at 31 July 2020.

Performance rights granted 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.

The details set out above were as at 7 September 2020.

Substantial Product Holders

The substantial product holders of ordinary shares (being the only class of quoted voting products) of the Company

and their relevant interests as at 31 July 2020, were as follows:

Distribution of Shareholders and Holdings

Number of Holders%Number of Ordinary Shares%

1 to 1,0004,41928.2%2,851,1200.4%

1,001 to 5,0006,11339.0 %16,0 6 3,9412.3%

5,001 to 10,0002,17413.9%16,829,8092.4%

10,001 to 100,0002,76 017.6%76,581,99510.8%

100,001 and over2031.3%596,674,51984.2%

Total

15,669100%70 9,0 01 ,3 8 4100%

Ordinary Shares%

Yarra Capital Management

72,436,06710.22

Harbour Asset Management Limited

5 0, 32 9,61 17. 1 0

Briscoe Group Limited

48,007,4656.77

Accident Compensation Corporation

44,673,6606.30

New Zealand Superannuation Fund Nominees Limited

35,858,9355.06

As at 31 July 2020, the Company had 709,001,384 ordinary shares on issue.

NZX Class Waivers Relied on

During the year, the Company relied on the Class Rulings and Waivers granted by NZX Regulation

on 19 March 2020 and 26 March 2020 from the NZX Listing Rules in relation to accelerated non-

renounceable entitlement offers and placements. In addition, the Company was granted a waiver

by NZX Regulation on 27 March 2020 that permitted it to release its half year results for the six

months ended 31 January 2020 no later than 75 days after the end of the half year period.

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, provides 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.

94STATUTORY INFORMATION
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.co.nz

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.

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.