Transaction, If Consummated, Would Combine the
Retailer’s E-Commerce Platform with Naked’s Proprietary Digital
Operating Platform Generating Total Projected E-Commerce Annual
Revenue of Approximately $70 Million
Naked Brand Group Limited (NASDAQ: NAKD) (the
“Company” or “Naked”), a global leader in intimate apparel and
swimwear, has entered into a non-binding letter of intent to
acquire a leading U.S. online retailer (the “Retailer”) of women’s
apparel. The purchase price under the transaction is expected to be
US$42.5 million, which would include cash, stock and assumption of
approximately $6.1 million of the retailer’s debt.
Combined with Naked’s existing Frederick's of
Hollywood e-Commerce license revenue, which has grown 36% in the
last 12 months, a successful closing of this acquisition is
expected to take Naked’s projected e-Commerce revenues in excess of
US$70 million for FY2019. Including integration synergies,
management expects the combined e-Commerce business to generate a
projected EBITDA contribution of US$11.3 million and projected net
income of US$5.3 million for FY2019. Projections for revenue are
based on an assumption of approximately 26% year-over-year revenue
growth for Frederick’s of Hollywood and minimal growth assumed for
the retailer’s business.
The prospective acquisition represents an
integral component of Naked’s major focus on expanding the
Company’s direct to consumer product and brand mix. If the
transaction is consummated, e-Commerce would represent
approximately 43% of projected group revenues, with overall direct
to consumer channels (including owned retail and outlet stores)
reaching 70% of projected revenue contribution, for FY2019.
The intimate apparel industry in the United
States is expected to grow to US$250 billion by 2022.
“We are continuing to make strides in our
digital and e-Commerce focused strategy that we believe will
accelerate our growth trajectory and drive meaningful EBITDA
contribution in FY2019,” said Justin Davis-Rice, Chief Executive
Officer of Naked Brand Group Limited. “The acquisition would
augment our proprietary digital operating platform to create
ongoing synergies that we believe will produce over $70 million in
e-Commerce revenues in the United States for FY2019 and will be
accretive to Naked shareholders over the long term,” concluded
Davis-Rice.
The letter of intent is non-binding and the
Company has not entered into a definitive agreement for the
proposed transaction. Accordingly, there can be no assurance that
the transaction will occur. The proposed transaction is subject to
negotiating the terms of, and executing, a definitive agreement
relating to the proposed transaction and obtaining and satisfying
all other necessary closing conditions. Furthermore, the
terms of the transaction are still subject to discussion and may be
changed as a result of any material positive or adverse change to
the business of either party. Accordingly, there can be no
assurance that a transaction will be entered into or that the
proposed transaction will be consummated on the terms described in
this press release or at all.
About Naked Brand Group
Limited:Naked Brand Group Limited (NASDAQ:NAKD) is a
leading intimate apparel and swimwear company with a diverse
portfolio of brands. The company designs, manufactures and markets
a portfolio of 11 company-owned and licensed brands, catering to a
broad cross-section of consumers and market segments. Brands
include Naked, Bendon, Bendon Man, Davenport, Fayreform, Hickory,
Lovable, Pleasure State, Heidi Klum Intimates, Heidi Klum Man,
Heidi Klum Swim. Naked Brand Group Limited products are available
in 44 countries worldwide through 6,000 retail doors, a growing
network of E-commerce sites and 61 company-owned Bendon retail and
outlet stores in Australia and New Zealand. Brands are distributed
through premier department stores, specialty stores, independent
boutiques and third-party e-commerce sites globally, including
Macy’s, Nordstrom, Saks Fifth Avenue, Harrods, Selfridges, Amazon
and ASOS among others. For more information please visit
www.nakedbrands.com.
Non-IFRS and Non-GAAP Financial
Measures: This press release includes “non-IFRS financial
measures” and “non-GAAP financial measures”, that is, financial
measures that either exclude or include amounts that are not
excluded or included in the most directly comparable measure
calculated and presented in accordance with IFRS or US GAAP as
applicable. Specifically, we make use of the non-IFRS and non-GAAP
financial measure “EBITDA”.
EBITDA is defined as earnings before interest,
taxes, depreciation, depletion, amortization and impairment. Our
management uses EBITDA as a measure of our operating results and
considers it to be a meaningful supplement to net income (the
closest IFRS and US GAAP financial measure) as a performance
measurement, primarily because we incur significant depreciation
and depletion and the exclusion of impairment losses in EBITDA
eliminates the non-cash impact.
EBITDA is used by investors and analysts for the
purpose of valuing an issuer. The intent of EBITDA is to provide
additional useful information to investors and the measure does not
have any standardized meaning under IFRS or US GAAP. Accordingly,
this measure should not be considered in isolation or used in
substitute for measures of performance prepared in accordance with
IFRS or US GAAP. Other companies may calculate EBITDA
differently.
The following table reconciles the pro forma
projected combined e-Commerce business EBITDA to net income for
FY2019. The pro forma projected combined EBITDA and net income are
based on management’s best estimates of, among other things, the
level of debt attributable to the combined e-Commerce business.
Net Income |
$ |
5,300 |
Reconciliation to EBITDA |
|
Interest |
$ |
1,500 |
Depreciation/Amortization |
$ |
4,500 |
|
|
EBITDA |
$ |
11,300 |
Forward-Looking Statements:
This communication contains "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include all statements that are not historical facts.
Such statements may be, but need not be, identified by words such
as “may,” “believe,” “anticipate,” “could,” “should,” “intend,”
“plan,” “will,” “aim(s),” “can,” “would,” “expect(s),”
“estimate(s),” “project(s),” “forecast(s),” “positioned,”
“approximately,” “potential,” “goal,” “pro forma,” “strategy,”
“outlook” and similar expressions. Examples of forward-looking
statements include, among other things, statements regarding future
financial performance, annualized financial performance, future
growth in our business, trends in our industry, product innovation,
acquisition synergies and efficiencies, and operational expansion.
All such forward-looking statements are based on management’s
current beliefs, expectations and assumptions, and are subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from the results expressed or implied
in this communication. Among the key factors that could cause
actual results to differ materially from those expressed or implied
in the forward-looking statements are the following: our ability to
execute a definitive agreement with the Retailer when expected or
at all; the possibility that there are changes or delays in the
structure or timing of the proposed transaction between Naked and
the Retailer; our ability to integrate the operations of the
Retailer, the Frederick’s of Hollywood business and Naked Brand
Group Inc.; the risk that the projected value creation and
efficiencies from the transactions with the Retailer, the
Frederick’s of Hollywood business and Naked Brand Group Inc. will
not be realized; difficulties in maintaining customer, supplier,
employee, operational and strategic relationships; the possibility
that a robust market for Naked’s shares may not develop; our
ability to raise additional financing; our ability to anticipate
consumer preferences; and the other risks and uncertainties set
forth under “Risk Factors” in our Annual Report on Form 20-F for
the fiscal year ended January 31, 2018. Further, investors should
keep in mind that our revenue and profits can fluctuate materially
depending on many factors. Accordingly, our revenue and profits in
any particular fiscal period may not be indicative of future
results. We are under no obligation to, and expressly disclaim any
obligation to, update or alter our forward-looking statements,
whether as a result of new information, future events, changes in
assumptions or otherwise, except as required by law.
The financial information of the Retailer
incorporated in the projected pro forma financial information
contained herein was prepared by the Retailer as a private company
and does not conform to SEC Regulation S-X. Accordingly, such
information may be adjusted and presented differently when included
in future filings with the SEC and/or when consolidated in Naked’s
financial statements.
Investors Relations: Naked Brand Group Limited
Joel Primus joel@thenakedshop.com MZ North America Chris Tyson
949-491-8235 chris.tyson@mzgroup.us
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Aug 2024 to Sep 2024
Cenntro Electric (NASDAQ:NAKD)
Historical Stock Chart
From Sep 2023 to Sep 2024