Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jul. 31, 2019 | |
Document And Entity Information | |
Entity Registrant Name | NAKED BRAND GROUP Ltd |
Entity Central Index Key | 0001707919 |
Document Type | 6-K |
Document Period End Date | Jul. 31, 2019 |
Amendment Flag | false |
Current Fiscal Year End Date | --01-31 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2020 |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss and Other Comprehensive Income - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Continuing operations | ||
Revenue | $ 42,094 | $ 56,750 |
Cost of sale of goods | (28,129) | (39,072) |
Gross profit | 13,965 | 17,678 |
Brand management | (17,180) | (25,399) |
Administrative expenses | (5,125) | (1,851) |
Corporate expenses | (5,656) | (7,901) |
Finance expenses | (2,230) | (2,454) |
Brand transition, restructure and transaction expenses | (5,846) | (5,157) |
Impairment expense | (6,849) | (4,181) |
Other foreign currency gains | 953 | 3,535 |
Fair value gain/(loss) on convertible notes derivatives | (775) | |
Loss before income tax | (27,968) | (26,505) |
Income tax (expense)/benefit | (761) | 411 |
Loss for the period | (28,729) | (26,094) |
Items that may be reclassified to profit or loss | ||
Exchange rate difference on translation of foreign operations | 1,514 | (420) |
Other comprehensive loss for the period, net of tax | 1,514 | (420) |
Total comprehensive loss for the period | (27,215) | (26,515) |
Total comprehensive loss attributable to: | ||
Owners of Naked Brand Group Limited | $ (27,215) | $ (26,515) |
Earnings per share from loss from continuing operations attributable to the ordinary equity holders of Naked Brand Group Limited | ||
Basic loss per share (NZ$) | $ (0.52) | $ (1.28) |
Diluted loss per share (NZ$) | $ (0.52) | $ (1.28) |
Consolidated Balance Sheet
Consolidated Balance Sheet - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 1,522 | $ 1,962 |
Trade and other receivables | 5,693 | 9,650 |
Inventories | 17,962 | 21,120 |
Current tax receivable | 240 | 215 |
Related party receivable | 282 | |
Total current assets | 25,417 | 33,229 |
Non-current assets | ||
Property, plant and equipment | 4,191 | 3,763 |
Right-of-use assets | 25,683 | |
Deferred tax assets | 692 | |
Intangible assets | 32,431 | 37,864 |
Total non-current assets | 62,305 | 42,319 |
Total assets | 87,722 | 75,548 |
Current liabilities | ||
Trade and other payables | 25,118 | 35,545 |
Borrowings | 25,975 | 20,967 |
Lease liabilities | 7,921 | |
Foreign currency derivative financial instruments | 1,484 | |
Provisions | 863 | 921 |
Related party payable | 2,651 | 3,738 |
Total current liabilities | 62,528 | 62,655 |
Non-current liabilities | ||
Provisions | 1,517 | 2,372 |
Lease liabilities | 19,659 | |
Total non-current liabilities | 21,179 | 2,372 |
Total liabilities | 83,704 | 65,027 |
Net assets | 4,018 | 10,519 |
Equity | ||
Share capital | 155,536 | 134,183 |
Other reserves | (499) | (2,013) |
Accumulated losses | (151,019) | (121,651) |
Total equity | $ 4,018 | $ 10,519 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - NZD ($) $ in Thousands | Share Capital [Member] | Accumulated Losses [Member] | Foreign Currency Translation Reserve [Member] | Total |
Balance at Jan. 31, 2018 | $ 68,727 | $ (72,431) | $ (2,006) | $ (5,710) |
Loss for the half year | (26,094) | (26,094) | ||
Other comprehensive income/(loss) for the half year | (420) | (420) | ||
Total comprehensive loss for the half year | (26,094) | (420) | (26,515) | |
Issuance of new shares | 30,101 | 30,101 | ||
Issuance of new shares from business combinations | 14,196 | 14,196 | ||
Conversion of convertible notes | 4,159 | 4,159 | ||
Balance at Jul. 31, 2018 | 117,183 | (98,525) | (2,426) | 16,232 |
Balance at Jan. 31, 2019 | 134,183 | (121,651) | (2,013) | 10,519 |
Adoption of IFRS 16 (Note 4) | (639) | (639) | ||
Restated total equity | 134,183 | (122,290) | (2,013) | 9,880 |
Loss for the half year | (28,729) | (28,729) | ||
Other comprehensive income/(loss) for the half year | 1,514 | 1,514 | ||
Total comprehensive loss for the half year | (28,729) | 1,514 | (27,215) | |
Issuance of new shares | 19,713 | 19,713 | ||
Warrants issued | 191 | 191 | ||
Conversion of debt | 1,449 | 1,449 | ||
Balance at Jul. 31, 2019 | $ 155,536 | $ (151,019) | $ (499) | $ 4,018 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Cash flow from operating activities: | ||
Receipts from customers | $ 51,756 | $ 65,131 |
Payments to suppliers and employees | (62,123) | (69,998) |
Proceeds from payments for settlement of financial assets at fair value through profit or loss | 729 | 655 |
Income taxes paid | (51) | (216) |
Net cash outflow from operating activities | (9,689) | (4,428) |
Cash flow from investing activities: | ||
Payments for intangible asset | (31) | |
Payments for property, plant and equipment | (605) | (148) |
Proceeds from business combination, net of cash acquired | 592 | |
Net cash outflow from investing activities | (605) | 413 |
Cash flow from financing activities: | ||
Proceeds from issue of shares | 9,923 | 17,165 |
Proceeds from borrowings - Convertible notes issued | 4,571 | |
Repayment of borrowings - Bank | (18,489) | |
Debt issuance costs | (87) | |
Repayments of lease liabilities | (3,785) | |
Interest paid | (975) | (999) |
Net cash inflow/(outflow) from financing activities | 9,734 | (2,410) |
Net decrease in cash and cash equivalents held | (560) | (6,425) |
Cash and cash equivalents at beginning of year | 1,962 | 10,739 |
Effects of exchange rate changes on cash and cash equivalents | 120 | (141) |
Cash and cash equivalents at end of the half year | $ 1,522 | $ 4,173 |
Description of the Business
Description of the Business | 6 Months Ended |
Jul. 31, 2019 | |
Description Of Business | |
Description of the Business | 1 Description of the business Naked Brand Group Limited (“the Company”) is a designer, distributor, wholesaler and retailer of women’s and men’s intimates apparel globally. The Company sells its merchandise through retail and outlet stores in New Zealand and Australia, wholesale operations in New Zealand, Australia, the United States and Europe, and through online channels. The Company operates both licenced and owned brands, including the following: Licenced brands: Heidi Klum Fredericks of Hollywood Owned brands: Pleasure State Davenport Lovable Bendon Fayreform Naked VaVoom Evollove Hickory The amounts in the financial statements have been rounded to the nearest thousand dollars. |
Basis of Preparation of Half Ye
Basis of Preparation of Half Year Report | 6 Months Ended |
Jul. 31, 2019 | |
Basis Of Preparation Of Half Year Report | |
Basis of Preparation of Half Year Report | 2 Basis of preparation of half year report The Company has presented its interim consolidated financial report for the half year ended 31 July 2019 in accordance with IAS 34 Interim Financial Reporting. The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly this report should be read in conjunction with the last annual report for the year ended 31 January 2019 and any public announcement made by the Company during the interim reporting period. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period. These interim financial statements are unaudited. In the opinion of management, these interim financial statements include all the adjustments necessary in order to make these interim financial statements not misleading. (a) Historical cost convention The financial statements are based on historical costs, except for the measurement at fair value of selected financial assets and financial liabilities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2019 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3 Summary of significant accounting policies (a) Going concern The financial statements have been prepared on the basis of going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. For the 6 months ended 31 July 2019 the Group experienced a loss after income tax from continuing operations of NZ$28.7 million and operating cash outflows of NZ$9.7 million. It also is in a net current liability position of NZ$37.1 million and a positive net asset position of NZ$4.0 million. The profitability for the 6 months ended 31 July 2019 has been adversely impacted by the lack of working capital to purchase sufficient levels of inventory required for trading, reduced customer foot traffic in retail stores and outlets, and a reduction of revenue from wholesale customers. The business also incurred NZ$5.8 million of non-trading costs in relation to restructure costs associated with refinancing the business and an impairment charge of NZ$6.8m as it re-evaluated the merger and acquired intangible assets. The Group also has trade creditors that are trading beyond their original credit terms. To fund the losses and the negative working capital the business raised US $29.4 million of funds in the form of issued capital and convertible notes since 31 January 2019, including US $11.0 million since 31 July 2019 prior to the signing of these financial statements. The funds raised and cash flow generated since 31 January 2019 have not been sufficient to provide the Group with adequate working capital, so subsequent to 31 July 2019 management has taken steps to raise further funding, and as at the date of signing of these financial statements discussions with investors are well advanced but no binding commitments have been agreed. Management has also engaged in further restructuring of the business operations including potential divestment of certain brands, reducing costs across distribution channels, renegotiating supplier contracts, resetting customer supply commitments, and updating leadership roles. The Group’ s bank facility was due on 30 June 2019, and the Bank has extended the current facility to 31 December 2019, and the bank continues to monitor the situation. The Directors expect the Bank to offer a further extension of the current facility once further funding is raised. The bank covenants were breached throughout the 6 months ended 31 July 2019, and were reset, with a minimum inventory to bank debt ratio required to be maintained from 1 May 2019. This new ratio has been breached every month to the date of signing of the accounts, creating an event of review, but the bank has taken no further action to date in relation to these breaches. Despite the ongoing losses, reduced cash flow and cash facilities, and the other negative financial conditions, the Directors are confident that the Group will continue as a going concern. However, while the Directors are confident of continuing as a going concern and meeting its debt obligation to its Bank and creditor commitments as they fall due, the going concern is dependent upon the Directors and Group being successful in: ● Raising further funding before 28 February 2020 in order to meet all debts due in the 12 months after signing of these financial statements; ● Generating sufficient sales and increasing gross margins and reducing overheads in line with forecasts; ● Having sufficient funds to maintain a positive cashflow position, and to reduce bank debt in line with agreed bank amortisation; ● Continuing to receive support from creditors to delay payment of overdue amounts until the Group has adequate cash flow to commence a repayment arrangement or repay the debts in full; and ● Renegotiating the current bank facilities of NZ$20 million to a facility that is at least a 12 month facility. As a result, the viability of the Group is dependent on the above matters. The dependence on these matters raise substantial doubt about its ability to continue as a going concern and therefore whether they will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report. However, the Directors’ believe that the Group will be successful in the above matters and, accordingly, have prepared the report on a going concern basis. (b) Basis for consolidation Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. (c) Business combinations Business combinations are accounted for by applying the acquisition method which requires an acquiring entity to be identified in all cases. The acquisition date under this method is the date that the acquiring entity obtains control over the acquired entity. The fair value of identifiable assets and liabilities acquired are recognised in the consolidated financial statements at the acquisition date. Goodwill or a gain on bargain purchase may arise on the acquisition date, this is calculated by comparing the consideration transferred and the amount of non-controlling interest in the acquiree with the fair value of the net identifiable assets acquired. Where consideration is greater than the net assets acquired, the excess is recorded as goodwill. Where the net assets acquired are greater than the consideration, the measurement basis of the net assets are reassessed and then a gain from bargain purchase recognised in profit or loss. All acquisition-related costs are recognised as expenses in the periods in which the costs are incurred except for costs to issue debt or equity securities. Any contingent consideration which forms part of the combination is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured, and the settlement is accounted for within equity. Otherwise subsequent changes in the value of the contingent consideration liability are measured through profit or loss. (d) Income Tax The tax expense/(benefit) recognised in the consolidated statements of profit or loss and other comprehensive income comprises of current income tax expense plus deferred tax expense/(benefit). Current tax is the amount of income taxes payable/(recoverable) in respect of the taxable profit/(loss) for the period and is measured at the amount expected to be paid to/(recovered from) the taxation authorities, using the tax rates and laws that have been enacted or substantively enacted by each jurisdiction by the end of the reporting period. Current tax liabilities/(assets) are measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority. Deferred tax is provided on temporary differences which are determined by comparing the carrying amounts of tax bases of assets and liabilities to the carrying amounts in the consolidated financial statements. Deferred tax is not provided for the following: ● The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss). ● Taxable temporary differences arising on the initial recognition of goodwill. ● Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by each jurisdiction by the end of the reporting period. Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised. Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively. In determining the amount of current and deferred income tax, the Company takes into account the impact of uncertain income tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the income tax expense in the period that such a determination is made. (e) Revenue and other income The consolidated entity recognises revenue as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, and allowances, trade discounts and volume rebates. Revenue is recognised at the point in time when performance obligations are satisfied by transferring control of goods to the customer. Sale of goods Sales of goods through retail stores, e-commerce and wholesale channels are recognised at a point in time when there has been a transfer of control of goods to the customer. Control of goods transfer at point of sale for retail stores sales. For wholesale and e- commerce sales, control of goods are transferred when goods are delivered to customers, and therefore reflects an estimate of shipments that have not been received at the reporting date based on shipping terms and historical delivery times. The Company also provides a reserve for projected merchandise returns based on prior experience. The Company sells gift cards to customers. The Company recognises revenue from gift cards when they are redeemed by the customers. In addition, the Company recognises revenue on unredeemed gift cards after one year when the gift cards have expired. (i) Sale of goods – wholesale The Group sells a range of lingerie products in the wholesale market. Sales are recognised at a point in time when control of the products has transferred, being when the products are delivered to the wholesaler, the wholesaler has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the wholesaler’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the group has objective evidence that all criteria for acceptance have been satisfied. The contracts with wholesalers have no specific terms on volume and price, and are not modified during the terms. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts. The estimates of discount is based on the trading terms in the contracts, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in trade and other payables) is recognised for expected volume payable to customers in relation to sales made until the end of the reporting period. The Group’s obligation to provide a refund for faulty products under the standard trading terms is recognised as a provision. (ii) Sale of goods - retail/e-commerce The group operates a chain of retail stores and e-commerce websites selling lingerie products. Revenue from the sale of goods is recognised at a point in time when a group entity sells a product to the customer. Payment of the transaction price is due immediately when the customer purchases the product. It is the group’s policy to sell its products to the end customer with a right of return within 30 days. Therefore, a refund liability (included in trade and other payables) and a right to the returned goods (included in inventory) are recognised for the products expected to be returned. Accumulated experience is used to estimate such returns at the time of sale at a portfolio level (expected value method). Because the number of products returned has been steady for years, it is highly probable that a significant reversal in the cumulative revenue recognised will not occur. The validity of this assumption and the estimated amount of returns are reassessed at each reporting date. Interest revenue Interest is recognised using the effective interest method and recognised when it is earned. Dividend revenue Dividends are recognised when the entity’s right to receive payment is established. Rendering of services Revenue from service transactions are recognised as services are performed. Other income Other income is recognised on an accruals basis when the Group is entitled to it. (f) Brand management, administrative and corporate expenses Corporate expenses includes head office costs such as human resources, finance team and rental costs. Administrative expenses includes depreciation and amortisation of intangible assets, as well as professional accounting fees. Brand management expenses includes other costs incurred in selling products, including advertising, design and retail store occupancy and payroll. (g) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised as an expense in the period in which they are incurred. (h) Inventories Inventories are measured at the lower of cost and net realisable value. Cost of inventory is determined using the weighted average costs basis and is net of any rebates and discounts received. Net realisable value represents the estimated selling price for inventories less costs necessary to make the sale. Net realisable value is estimated using the most reliable evidence available at the reporting date and inventory is written down through an obsolescence provision if necessary. (i) Property, plant and equipment Plant and equipment Plant and equipment are measured using the cost model. Under the cost model the asset is carried at its cost less any accumulated depreciation and any impairment losses. Costs include purchase price and other directly attributable costs associated with locating the asset to the installation site, where applicable. Depreciation Property, plant and equipment, is depreciated on a straight-line basis over the asset’s useful life to the Group, commencing when the asset is ready for use. The estimated useful lives used for each class of depreciable asset are shown below: Fixed asset class Useful life Leasehold improvements 1 - 10 years and where shorter over the lease term Plant, furniture, fittings and motor vehicles 3 - 7 years At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in accounting estimate. (j) Financial instruments Financial instruments are recognised initially using trade date accounting, i.e. on the date that the Group becomes party to the contractual provisions of the instrument. On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred). Financial Assets (i) Classification From 1 February 2018, the group classifies its financial assets in the following measurement categories: ● those to be measured subsequently at fair value (either through Other Comprehensive Income “OCI” or through profit or loss), and ● those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The group reclassifies debt investments when and only when its business model for managing those assets changes. (ii) Recognition and derecognition Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. (iii) Measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest. Debt instruments Subsequent measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments: ● Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss. ● FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss. ● FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises. Equity instruments The group subsequently measures all equity investments at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the group’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (iv) Impairment From 1 February 2018, the group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. (v) Subsequent measurement If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the financial assets original effective interest rate. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss. Financial liabilities Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial liabilities depending on the purpose for which the liability was acquired. Although the Group uses derivative financial instruments in economic hedges of currency and interest rate risk, it does not hedge account for these transactions. The Group’s financial liabilities include borrowings, trade and other payables (including finance lease liabilities), which are measured at amortised cost using the effective interest rate method. All of the Group’s derivative financial instruments that are not designated as hedging instruments are accounted for at fair value through profit or loss. (k) Impairment of non-financial assets At the end of each reporting period the Group determines whether there is an evidence of an impairment indicator for non- financial assets. Where an indicator exists and regardless for goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated. Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated. The recoverable amount of an asset or CGU is the higher of the fair value less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit. Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss. Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill. (l) Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. (m) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less expected credit losses. (n) Trade and other payables These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually due within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. (o) Intangibles Goodwill Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the sum of: i) the consideration transferred; ii) any non-controlling interest; and iii) the acquisition date fair value of any previously held equity interest; over the acquisition date fair value of net identifiable assets acquired in a business combination. The value of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the aforementioned non-controlling interest. The Group can elect to measure the non-controlling interest in the acquiree either at fair value (‘full goodwill method’) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (‘proportionate interest method’). The Group determines which method to adopt for each acquisition. Patents and licences Separately acquired patents and licences are shown at historical cost. Licenses and customer contracts acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses. Licence fees have an estimated useful life of 5-50 years. Software Software has a finite life and is carried at cost less any accumulated amortisation and impairment losses. It has an estimated useful life of between one and three years. Brands Brand assets relate to brands owned by the Group that have arisen on historical acquisitions. These assets were initially measured at fair value. Brands are considered to have an indefinite life and are therefore not amortised. They are considered to have indefinite lives because there is no foreseeable limit to the period over which the asset is expected to generate net cash flows for the entity. The brands have been in existence for many years, are well established and show no signs of deteriorating. They are assessed for impairment annually or more frequently if impairment indicators exist. Amortisation Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and brands, from the date that they are available for use. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Goodwill and indefinite life brands are not amortised but are tested for impairment annually or more frequently if impairment indicators exist. Goodwill is allocated to the Group’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold. (p) Employee benefits (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet. (ii) Other long-term employee benefit obligations The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. (iii) Other long-term employee benefit obligations The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur. (q) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions are measured at the present value of management’s best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the consolidated statements of profit |
Changes in Accounting Policies
Changes in Accounting Policies | 6 Months Ended |
Jul. 31, 2019 | |
Changes In Accounting Policies | |
Changes in Accounting Policies | 4 Changes in accounting policies (a) IFRIC 23 - Uncertainty over Income Tax Treatments IFRIC 23 provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty over income tax treatments. The Interpretation requires: ● The Group to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; ● The Group to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and ● if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty. The Group has adopted IFRIC 23 as at February 1, 2019. The adoption has not resulted in any material impacts to the financial report. (b) IFRS 16 - Leases This note explains the impact of the adoption of IFRS 16 Leases on the Group’s financial statements and discloses the new accounting policies that have been applied from 1 February 2019, where they are different to those applied in prior periods. IFRS 16 Leases The Group has adopted IFRS 16 from 1 February 2019. The standard replaces IAS 17 ‘Leases’ and for lessees eliminates the classifications of operating leases and finance leases. Straight-line operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under IFRS 16 will be higher when compared to lease expenses under IAS 17. However, EBITDA (Earnings Before Interest, Tax, Depletion, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. Right-of-use assets A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. Lease liabilities A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity’s incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. Impact of the adoption of IFRS 16 on the financial position as at 1 February 2019: IFRS 16 was adopted without restating comparative information using the modified retrospective approach. The reclassifications and the adjustments arising from IFRS 16 are therefore not reflected in the restated statement of financial position as at 31 January 2019 but are recognised in the statement of financial position on 1 February 2019. 1 February 2019 $’000 Right-of-use assets 26,158 Lease contribution provision 1,102 Lease liabilities (27,899 ) Net reduction in retained earnings 639 |
Critical Accounting Estimates a
Critical Accounting Estimates and Judgments | 6 Months Ended |
Jul. 31, 2019 | |
Critical Accounting Estimates And Judgments | |
Critical Accounting Estimates and Judgments | 5 Critical Accounting Estimates and Judgments The directors make estimates and judgements during the preparation of these financial statements regarding assumptions about current and future events affecting transactions and balances. These estimates and judgements are based on the best information available at the time of preparing the financial statements, however as additional information is known then the actual results may differ from the estimates. The significant estimates and judgements made have been described below. Key estimates – inventory Each item on inventory is reviewed on an annual basis to determine whether it is being carried at higher than its net realisable value. During the period, management have written down inventory based on best estimate of the net realisable value, although until the time that inventory is sold this is an estimate. Key estimates - fair value of financial instruments The Group has certain financial assets and liabilities which are measured at fair value. Where fair value has not been able to be determined based on quoted price, a valuation model has been used. The inputs to these models are observable, where possible, however these techniques involve significant estimates and therefore fair value of the instruments could be affected by changes in these assumptions and inputs. Key estimates - impairment of brands In accordance with IAS 36 Impairment of Assets, the Group is required to estimate the recoverable amount of indefinite-lived brand assets at each reporting period. Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by their value in use or fair value less cost to sell. In calculating the fair value less costs to sell, certain assumptions are required to be made in respect of highly uncertain matters including management’s expectations of: - growth in brand revenues - market royalty rate - the selection of discount rates to reflect the risks involved, and - long-term growth rates Changing the assumptions selected by management, in particular the growth rate, discount rate and market royalty rate assumption used, could significantly affect the Group’s impairment evaluation and hence results. The Group’s review includes the key assumptions related to sensitivity in the model. Further details are provided in note 9 to the consolidated financial statements. Key estimates - impairment of goodwill In accordance with IAS 36 Impairment of Assets, the Group is required to estimate the recoverable amount of goodwill at each reporting period. Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate and using a terminal value to incorporate expectations of growth thereafter. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters including management’s expectations of: - growth in EBITDA future cash flows; - timing and quantum of future capital expenditure; - long-term growth rates; and - the selection of discount rates to reflect the risks involved. Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s impairment evaluation and hence results. The Group’s review includes the key assumptions related to sensitivity in the cash flow projections. Further details are provided in note 9 to the consolidated financial statements. Key judgments – determining the lease term of contracts with renewal options The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised within the next 12 months. As per the Company policy, the options are not exercised when the lease terms are beyond 12 months as of the assessment date. When the Group has the option to lease the assets for additional terms, it applies judgement in evaluating whether it is reasonably certain to exercise the option to renew, considering all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew. Key judgments – taxes Deferred tax assets Determining income tax provisions and the recognition of deferred tax assets including carried forward income tax involves judgment on the tax treatment of certain transactions. Deferred tax is recognised on tax losses not yet used and on temporary differences where it is probable that there will be taxable revenue against which these can be offset. Management has made judgments as to the probability of future taxable income being generated against which tax losses will be available for offset based on budgets, current and future expected economic conditions. |
Profit and Loss Information
Profit and Loss Information | 6 Months Ended |
Jul. 31, 2019 | |
Profit And Loss Information | |
Profit and Loss Information | 6 Profit and loss information (a) Revenue from continuing operations 6 months to 31 July 2019 NZ $000’s 6 months to Gross revenue 47,809 61,282 Rebates (5,715 ) (4,532 ) 42,094 56,750 Sale of goods - Retail 19,000 24,425 - Wholesale 8,414 18,077 - On line 14,680 14,248 42,094 56,750 Disaggregation of revenue The Group derives its revenue from the transfer of goods at a point in time. The table above provides a breakdown of revenue by major business line. The categories above depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic data. As disclosed in Note 7, the Group has seven operating segments. (b) Significant items The loss for the half year was derived after charging / (crediting) the following items that are unusual and of significance because of their size, nature and incidence: Finance costs - Interest expense on external borrowings (496 ) (1,353 ) - Interest expense on shareholder loans (255 ) (1,062 ) - Interest (expense)/income on convertible loan notes (274 ) 186 - Interest expense on leases (857 ) - - Amortisation of loan set up costs (348 ) (225 ) (2,230 ) (2,454 ) Other foreign currency gains/(losses) - Fair value gain on foreign exchange contracts 729 2,306 - Net foreign exchange gains/(losses) 224 1,228 953 3,535 Impairment expense - Impairment loss (6,647 ) (4,095 ) - Impairment of software (202 ) (64 ) (6,849 ) (4,159 ) Brand transition, restructure and transaction expenses - Brand transition expenses (258 ) (199 ) - Restructure expenses - (526 ) - Transaction expenses (5,588 ) (4,432 ) (5,846 ) (5,157 ) (c) Income tax/(benefit) Income tax expense/(benefits) is recognised based on the parent company’s effective annual income tax rate expected for the full financial year. The annual tax rate used for the half year to 31 July 2019 is 30% (6 month to 31 July 2018: 30%). The Group has assessed future forecast profits and concluded that not enough criteria have been satisfied to recognise any deferred tax assets at the period ended 31 July 2019. Unused tax losses do not have an expiry date. The major components of tax expense/(benefit) comprise: 6 months to 31 July 2019 NZ $000’s 6 months to Current tax Current tax on losses for the period 9 (411 ) Adjustment for current tax on prior periods 51 - Total current tax expense/(benefit) 60 (411 ) Deferred tax Decrease/(increase) in deferred tax asset 701 - Income tax benefit for continuing operations 761 (411 ) Reconciliation of income tax to accounting loss: Loss before income tax (27,968 ) (26,505 ) Tax at New Zealand tax rate 28% (7,831 ) (7,421 ) Tax effect of: - permanent differences 75 - - adjustments in respect of current tax or prior periods 76 - - effects of different tax rates of subsidiaries operating in other jurisdictions (641 ) 27 - deferred tax assets relating to the current period not recognised 7,727 7,761 - other 1,355 (777 ) Income tax expense/(benefit) 761 (411 ) The Group has tax losses of $158.2m (year ended 31 January 2019: $130.6m) that have not been recognised in the financial statements. The ability to use these losses to offset future profits is subject to shareholder and business continuity criteria in each local tax jurisdiction. During the period, the Group de-recognised all deferred tax assets on timing differences carried forward from prior years, amounting to $701,000 after accounting for exchange rate differences. |
Operating Segment
Operating Segment | 6 Months Ended |
Jul. 31, 2019 | |
Operating Segment | |
Operating Segment | 7 Operating Segment Segment information Identification of reportable operating segments The consolidated entity’s Directors examined the group’s performance from both sales channel and geographical perspective and identified seven reportable segments being Australia Retail, New Zealand Retail, Australia wholesale, New Zealand wholesale, US Wholesale, EU Wholesale and e-commerce. Australia retail This segment covers retail and outlet stores located in Australia. New Zealand retail This segment covers retail and outlet stores located in New Zealand. Australia wholesale This segment covers the wholesale of intimates apparel to customers based in Australia New Zealand wholesale This segment covers the wholesale of intimates apparel to customers based in New Zealand. US wholesale This segment covers the wholesale of intimates apparel to customers based in the United States of America. Europe wholesale This segment covers the wholesale of intimates apparel to customers based in Europe. E-commerce This segment covers the group’s online retail activities. E-commerce revenue include revenue from a US brand called Fredericks of Hollywood for which Bendon Limited currently has a licence agreement. These operating segments are based on the internal reports that are reviewed and used by the Chief Executive Officer (who is identified as the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of resources. The CODM reviews segment EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. EBITDA is a financial measure which is not prescribed by IFRS and represents the profit adjusted for specific non-cash and significant items. The directors consider EBITDA to reflect the core earnings of the consolidated entity. The information reported to the CODM is on a monthly basis. Other Costs and Business Activities Certain costs are not allocated to our reporting segment results, such as costs associated with the following: - Corporate overheads, which is responsible for centralized functions such as information technology, facilities, legal, finance, human resources, business development, and procurement. These costs also include compensation costs and other miscellaneous operating expenses not charged to our operating segments, as well as interest and tax income and expense. These costs are included within “unallocated” segment in our segment performance. Other assets and liabilities We manage our assets and liabilities on a Group basis, not by segment. CODM does not regularly review any asset or liability information by segment and its preparation is impracticable. Accordingly, we do not report asset and liability information by segment. (a) Reconciliations Reconciliation of segment revenue to consolidated statements of profit or loss and other comprehensive income: 6 months to 31 July 2019 NZ $000’s 6 months to Total segment revenue 47,809 65,736 Intersegment eliminations (5,715 ) (8,986 ) Total external revenue 42,094 56,750 Intersegment revenue is recognition of inventory moving between New Zealand and Australia (b) Reconciliations Reconciliation of segment EBITDA to the consolidated statements of profit or loss and other comprehensive income: Management meets on a monthly basis to assess the performance of each segment. Net operating profit does not include non- operating revenue and expenses such as dividends, fair value gains and losses. 6 months to 31 July 2019 NZ $000’s 6 months to Segment EBITDA (9,758 ) (15,436 ) Other reconciling items (18,210 ) (11,069 ) Income tax (expense)/benefit (761 ) 411 Total net loss after tax (28,729 ) (26,094 ) Any other reconciling items includes brand transition, finance expenses, impairment expense, depreciation and amortisation, fair value gain/loss on foreign exchange contracts, and unrealised foreign exchange gain/loss that cannot be allocated to segments. (c) Geographical information In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers whereas segment assets are based on the location of the assets. 6 months to 31 July 2019 NZ $000’s 6 months to New Zealand 14,876 20,984 Australia 9,825 17,570 United States 17,079 14,383 Europe 314 3,813 42,094 56,750 (d) Segment performance NZ Retail NZ$000’s AU Retail NZ$000’s NZWholesale NZ$000’s AUWholesale NZ$000’s US Wholesale NZ$000’s EU Wholesale NZ$000’s e-commerce NZ$000’s Unallocated NZ$000’s Total For the 6 months ended 31 July 2019 Revenue from external customers 12,498 6,502 1,569 3,289 3,242 314 14,680 - 42,094 12,498 6,502 1,569 3,289 3,242 314 14,680 - 42,094 Cost of sales (6,820 ) (3,007 ) (820 ) (2,545 ) (2,374 ) (130 ) (10,417 ) (2,016 ) (28,129 ) Gross margin 5,678 3,495 749 744 868 184 4,263 (2,016 ) 13,965 Other segment expenses* (5,028 ) (2,618 ) (636 ) (1,299 ) (1,303 ) (127 ) (6,169 ) - (17,180 ) Unallocated expenses Administrative expenses - - - - - - - (558 ) (558 ) Corporate expenses - - - - - - - (5,656 ) (5,656 ) Other foreign exchange loss - - - - - - - (329 ) (329 ) EBITDA 650 877 113 (555 ) (435 ) 57 (1,906 ) (8,559 ) (9,758 ) Brand transition, restructure and transaction expenses - - - - - - - (5,846 ) (5,846 ) Finance expense - - - - - - - (2,230 ) (2,230 ) Impairment expense - - - - - - - (6,849 ) (6,849 ) Depreciation and amortisation - - - - - - - (4,567 ) (4,567 ) Fair value gain on foreign exchange contracts - - - - - - - 729 729 Unrealised foreign exchange gain/(loss) - - - - - - - 553 553 Fair value gain on Convertible Note derivative - - - - - - - - - Profit/(loss) after income tax 650 877 113 (555 ) (435 ) 57 (1,906 ) (26,769 ) (27,968 ) Income tax expense - - - - - - - (761 ) (761 ) Profit/(loss) after income tax 650 877 113 (555 ) (435 ) 57 (1,906 ) (27,530 ) (28,729 ) * Other segment expenses relate to brand management expenses and some corporate expenses. (e) Segment performance NZ Retail NZ$000’s AU Retail NZ$000’s NZ Wholesale NZ$000’s AU Wholesale NZ$000’s US Wholesale NZ$000’s EU Wholesale NZ$000’s e-commerce NZ$000’s Unallocated NZ$000’s Total For the 6 months ended 31 July 2018 15,571 8,758 4,556 6,757 3,047 3,813 14,248 - 56,750 Revenue from external customers 15,571 8,758 4,556 6,757 3,047 3,813 14,248 - 56,750 Cost of sales (7,612 ) (4,246 ) (3,695 ) (5,246 ) (2,923 ) (3,007 ) (10,234 ) (2,109 ) (39,072 ) Gross margin 7,959 4,512 861 1,511 124 806 4,014 (2,109 ) 17,678 Other segment expenses* (6,856 ) (5,644 ) (672 ) (1,726 ) (1,187 ) (1,166 ) (5,375 ) - (22,626 ) Unallocated expenses Administrative expenses - - - - - - - (661 ) (661 ) Corporate expenses - - - - - - - (10,672 ) (10,672 ) Other foreign exchange gain/loss - - - - - - - 845 845 EBITDA 1,103 (1,132 ) 189 (215 ) (1,063 ) (360 ) (1,361 ) (12,597 ) (15,436 ) Brand transition, restructure and transaction expenses - - - - - - - (5,157 ) (5,157 ) Finance expense - - - - - - - (2,454 ) (2,454 ) Impairment expense - - - - - - - (4,182 ) (4,182 ) Depreciation and amortisation - - - - - - - (1,190 ) (1,190 ) Fair value gain on foreign exchange contracts - - - - - - - 2,306 2,306 Unrealised foreign exchange gain/(loss) - - - - - - - 383 383 Fair value gainon Convertible Note derivative - - - - - - - (775 ) (775 ) Profit/(loss) before income tax 1,103 (1,132 ) 189 (215 ) (1,063 ) (360 ) (1,361 ) (23,666 ) (26,505 ) Income tax benefit - - - - - - - 411 411 Profit/(loss) after income tax 1,103 (1,132 ) 189 (215 ) (1,063 ) (360 ) (1,361 ) (23,255 ) (26,094 ) * Other segment expenses relate to brand management expenses and some corporate expenses |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Property, Plant and Equipment | 8 Property, plant and equipment 31 July 2019 NZ $000’s 31 January 2019 Plant, furniture, fittings and motor vehicles At cost 26,757 25,666 Accumulated depreciation (25,231 ) (25,167 ) 1,526 499 Leasehold improvements At cost 11,396 12,035 Accumulated depreciation (8,731 ) (8,771 ) 2,665 3,264 4,191 3,763 (a) Movements in carrying amounts of property, plant and equipment Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial period: Leasehold improvements NZ $000’s Plant, furniture, fittings and motor vehicles NZ$000’s Total NZ $000’s For the 6 months ended 31 July 2019 Balance at the beginning of the period 3,264 499 3,763 Additions - 605 605 Disposals - (29 ) (29 ) Depreciation expense (241 ) 28 (213 ) Reclassification from intangible assets (351 ) 402 51 Foreign exchange movements (7 ) 21 14 Closing value at 31 July 2019 2,665 1,526 4,191 Leasehold improvements NZ $000’s Plant, furniture, fittings and motor vehicles NZ$000’s Total NZ $000’s For the 6 months ended 31 January 2019 Balance at the beginning of the period 3,566 488 4,054 Additions 139 1,998 2,137 Disposals (105 ) (2,345 ) (2,450 ) Depreciation expense (481 ) (601 ) (1,082 ) Impairment - (211 ) (211 ) Foreign exchange movements 145 1,170 1,315 Closing value at 31 January 2019 3,264 499 3,763 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of detailed information about intangible assets [abstract] | |
Intangible Assets | 9 Intangible assets 31 July 2019 NZ $000’s 31 January 2019 Goodwill Cost 5,993 5,607 Accumulated impairment (5,993 ) (3,287 ) - 2,320 Patents and licences Cost 27,157 25,993 Accumulated amortisation and impairment (2,955 ) (918 ) 24,202 25,075 Brands Cost 14,901 14,769 Accumulated amortisation and impairment (6,672 ) (4,563 ) 8,229 10,205 Software Cost 15,716 15,718 Accumulated amortisation and impairment (15,716 ) (15,455 ) - 263 Total intangible assets 32,431 37,864 (a) Movements in carrying amounts of intangible assets Goodwill NZ $000’s Patents and licences NZ $000’s Brands NZ $000’s Software NZ $000’s Total NZ $000’s For the 6 months ended 31 July 2019 Balance at the beginning of the period 2,320 25,075 10,205 263 37,864 Additions - - - - - Disposals - - - - - Amortisation expense - - - (9 ) (9 ) Impairment (2,480 ) (2,037 ) (2,130 ) (202 ) (6,849 ) Reclassification to tangible fixed assets - - - (51 ) (51 ) Foreign exchange movements 160 1,164 154 (1 ) 1,477 Closing value at 31 July 2019 - 24,202 8,229 - 32,431 Goodwill NZ $000’s Patents and licences NZ $000’s Brands NZ $000’s Software NZ $000’s Total NZ $000’s For the 6 months ended 31 January 2019 Balance at the beginning of the period 2,399 217 14,395 276 17,287 Additions - 24,957 - - 24,957 Disposals - - - - - Amortisation expense - (99 ) - (12 ) (111 ) Impairment - - (3,867 ) - (3,867 ) Foreign exchange movements (79 ) - (323 ) (1 ) (403 ) Closing value at 31 January 2019 2,320 25,075 10,205 263 37,864 (b) Impairment of goodwill For the purpose of impairment testing, goodwill is allocated to cash-generating units as below: Description of cash-generating unit (CGU) 6 months to 31 July 2019 NZ $000’s 6 months to 31 July 2018 NZ $000’s United States 2,480 3,399 Impairment of goodwill 2,480 3,399 Impairment assumption Goodwill on the merger of Naked Inc. was allocated to the Group’s operation in United States which is the cash generating unit (CGU) for the purpose of impairment testing. On the 30 th The result of the impairment assessment is that the carrying value of goodwill amount of $2,480 thousand is impaired. As such, the goodwill has been fully impaired during the half year ended 31 July 2019. (c) Impairment of patents & licences Impairment charge relating to patents & licences is a result of the impairment of the Fredericks of Hollywood (FOH) licence which was acquired on 15 November 2018 as part of the Stock Purchase Agreement with the shareholders of FOH Online Corp Inc. The Group also fully impaired the carrying value of patents and licence acquired as part of the Naked merger. 6 months to 6 months to FOH licence 1,914 - Naked patents & licence 123 - Impairment of patents & licences 2,037 - Impairment assumptions Management has determined the recoverable amount of the FOH licence asset by assessing the fair value less cost of disposal (FVLCOD) of the underlying assets. The relief from royalty method adopted to complete the valuation determines, in lieu of ownership, the cost that would be required to obtain comparable rights to use the asset via a third-party licence arrangement. These calculations use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are extrapolated using the estimated growth rates shown below. These growth rates do not exceed the long-term average growth rates for the industry. The result of the impairment assessment is that the carrying value of the FOH licence exceeded the fair value less costs to sell by an amount of $1,914 thousand. As such, the FOH licence asset has been partially impaired during the half year ended 31 July 2019. Management’s approach and the key assumptions used to determine the FVLCOD were as follows: Sales growth: 5.0% Royalty rate: 5.0% Cash flow - revenue forecast period: 5 years Post-tax discount rate (%): 10.5% Long term sales growth rate (%): 2% (d) Impairment for indefinite-life brand intangibles Brand intangible assets represent brands historically acquired by the Group and include Pleasure State, Davenport, Lovable and Naked. 6 months to 6 months to Brands - Naked 2,130 696 Impairment for indefinite-lived brand intangibles 2,130 696 Impairment assumptions Management has determined the recoverable amount of the indefinite-life brand assets by assessing the fair value less cost of disposal (FVLCOD) of the underlying assets. The relief from royalty method adopted to complete the valuation determines, in lieu of ownership, the cost that would be required to obtain comparable rights to use the asset via a third-party licence arrangement. These calculations use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are extrapolated using the estimated growth rates shown below. These growth rates do not exceed the long-term average growth rates for the industry. The result of the impairment assessment is that the carrying value of the Naked brand merger exceeded the fair value less costs to sell by an amount of $2,130 thousand. It is also managements intention to close the Company’s wholesale business in the US and phase out trading of the Naked brand resulting in a decision to impair brand and goodwill (note b) in full. There is no further impairment for other brands. As such, the indefinite-life brand assets have been partially impaired during the half year ended 31 July 2019. Management’s approach and the key assumptions used to determine the FVLCOD were as follows: Sales growth: 2.5% (31 January 2019: 2.5%) Royalty rate: 5.0% (31 January 2019: 5.0%) Cash flow - revenue forecast period: 5 years (31 January 2019: 5 years) Post-tax discount rate (%) for US brands: 10.5% (31 January 2019: 10.5%) Post-tax discount rate (%) for NZ brands: 11.75% (31 January 2019: 11.75%) Long term sales growth rate (%): 2% (31 January 2019: 2%) Impact of possible changes in key assumptions The directors have made judgements and estimates to assess indefinite-lived brand assets for impairment. Should these judgements and estimates not occur the resulting carrying amount may decrease. The sensitivities that have been separately modelled are as follows: (a) a 2.1% increase in the post-tax discount rate (b) sales growth rate reduced to 0% The carrying amounts of the indefinite-lived brand intangible assets are sensitive to assumptions used in the impairment test calculations including the post-tax discount rate and sales growth rate. A 2.1% increase in the post-tax discount rate would result in an impairment of $5,604 thousand (31 January 2019: an increase of 2.1% would result an impairment of $951 thousand) against the carrying amount of the indefinite-lived brand intangibles. A reduction of the sales growth rate to 0% would result in an impairment of $6,052 thousand (31 January 2019: a reduction to 0% would result an impairment of $1,554 thousand) against the carrying amount of the indefinite-lived brand intangible assets. (e) Impairment of software Impairment charge relating to software ($0.2m) is due to management deciding to fully impair the costs on a prior ERP upgrade, as this software will need to be replaced with a more advanced system. 6 months to 6 months to Software 202 64 Impairment of software 202 64 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jul. 31, 2019 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 10 Derivative Financial Instruments 31 July 2019 NZ $000’s 31 January 2019 Current liabilities Forward exchange contracts - 1,484 In order to mitigate exchange rate movements and to manage the inventory costing process, the Group entered into forward currency contracts to purchase US dollars in prior periods. As at 31 July 2019, there are no forward exchange contracts due to the uncertainty over timing of inventory purchases and related funding constraints. |
Trade and Other Payables
Trade and Other Payables | 6 Months Ended |
Jul. 31, 2019 | |
Trade and other payables [abstract] | |
Trade and Other Payables | 11 Trade and Other Payables 31 July 2019 NZ $000’s 31 January 2019 NZ $000’s Current Trade payables 16,537 23,580 Accruals 6,673 10,150 Employee benefits liabilities 1,908 1,815 25,118 35,545 Trade and other payables are unsecured, non-interest bearing and are normally due within 30 days however some the trade creditors are out of term as at 31 July 2019 and subsequent to the end of the financial period the company has reduced the out of term trade creditors but further work is required to bring all of the creditors in term. The carrying amounts are considered to be a reasonable approximation of fair value. |
Borrowings
Borrowings | 6 Months Ended |
Jul. 31, 2019 | |
Borrowings - Disclosure Of Detailed Information About Borrowings | |
Borrowings | 12 Borrowings 31 July 2019 NZ $000’s 31 January 2019 NZ $000’s Current Secured liabilities: Bank Loans 20,000 20,000 Debt issuance costs in relation to bank loan - (270 ) Convertible notes 4,681 - Other loan 1,294 1,237 25,975 20,967 The fair value of borrowings is not considered to be materially different to their carrying amounts. (a) Bank loans and loan covenants The term loan facility of $20m has been extended to 31 December 2019. At 31 July 2019 the balance of the term loan facility was NZD$20m. The current interest rate on this loan is 5.66% (31 January 2019: 5.55%) per annum. Bank of New Zealand has the first ranking charge over all assets of the Company. Under the terms of the major borrowing facility, the facility covenants were reset at 1 May 2019 after breaches of covenants during the period, and is currently subject to a minimum monthly inventory-bank debt cover ratio of 1.2. This ratio has been breached every month through to the date of signing of these reports, triggering an event of review. The bank has not taken any further action but is monitoring the situation. (b) Convertible notes On 13 May 2019, the Company completed a private placement of a secured convertible note to a private investor for a purchase price of US$3.32 million, at an interest rate of 10% per annum, compounded daily, maturing on 13 November, 2020. We have the right to prepay the note, subject to a 15% premium. The note is secured by a second priority security interest over all assets and is subordinated to the BNZ bank debt. The noteholder has the right to convert the Note into Naked ordinary shares at a price of US$0.90 per share, and from 13 December 2019, has the right to redemption of any portion of the note, up to a maximum of US$400,000 per month. The amount owing under the convertible notes has been classified as a current borrowing and amounted to $4.7 million as at 31 July 2019 (31 January 2019: $nil). (c) Other loans This loan existed at 31 January 2019 and is no longer convertible, but remains payable at a future date. The amount owing under the loan has been classified as a current borrowing and amounted to $1.3 million as at 31 July 2019 (31 January 2019: $1.2m). (d) Guarantees A total of NZ$ 1.016m guarantees and financial instruments are covered under the BNZ bank facility. |
Provisions
Provisions | 6 Months Ended |
Jul. 31, 2019 | |
Provisions [abstract] | |
Provisions | 13 Provisions 31 July 2019 31 January 2019 Current: Lease contributions - 179 Make good 863 742 863 921 31 July 2019 31 January 2019 NZ $000’s Non-current: - 906 Lease contributions 1,517 1,466 Make good 1,517 2,372 Lease contributions NZ $000’s Onerous contracts NZ $000’s Make good NZ $000’s Total NZ $000’s Opening balance at 1 February 2019 1,085 - 2,208 3,293 Impact of IFRS 16 (1,085 ) - 299 (786 ) Additional provisions recognised - - - - Unused amounts reversed - - - - Unwinding of discounts - - - - Amounts used during the year - - (58 ) (58 ) Other movements - - (69 ) (69 ) Exchange differences - - - - - - 2,380 2,380 Opening balance at 1 August 2018 1,146 49 2,363 3,558 Additional provisions recognised 236 - 595 1,179 Unused amounts reversed - - (662 ) (662 ) Unwinding of discounts - - 271 271 Amounts used during the year (293 ) (49 ) (77 ) (475 ) Exchange differences 34 - 38 72 Balance at 31 January 2019 1,085 - 2,208 3,293 Make good In accordance with certain lease agreements, the Group must refurbish and restore the lease premises to a condition agreed with the landlord at the end of the lease term or as prescribed. The provision has been calculated using a pre-tax discount rate of 2% (31 January 2019: 2%), and other market assumptions and re-assessed annually. |
Share Capital
Share Capital | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of classes of share capital [abstract] | |
Share Capital | 14 Share Capital 31 July 2019 31 January 2019 NZ $000’s 108,603,213 (31 January 2019: 29,640,965) Ordinary shares 155,536 134,183 Ordinary shares 6 months to 31 July 2019 NZ $000’s 6 months to 31 January 2019 NZ $000’s At the beginning of the reporting period 134,183 117,183 Issuance of ordinary shares: - Cash collected 9,923 6,081 - Settle related party loan 1,449 - - Shares issued in lieu of consultancy fee 129 - - Shares issued in lieu of inventory payment 9,661 4,047 - Warrants issued 191 - Asset acquisition of FOH Online Inc. - 6,872 At the end of the reporting period 155,536 134,183 The holders of ordinary shares are entitled to participate in dividends and the proceeds on winding up of the Company. On a show of hands at meetings of the Company, each holder of ordinary shares has one vote in person or by proxy, and upon a poll each share is entitled to one vote. The Group does not have authorised capital or par value in respect of its shares. Warrants The following warrants were outstanding as at 31 July 2019 (31 January 2019: 4.9m). Average Exercise Price Issue Date Expiry Date No. of Mar-19 Mar-23 1,400 Mar-19 Mar-24 10,196 $0.01 - $0.50 Apr-19 Apr-22 50 May-19 May-21 1,000 Jul-19 May-25 17,010 $0.50 - $1.00 Mar-19 Mar-21 4,228 $1.50 - $2.00 Nov-17 Nov-21 200 Oct-18 Oct-21 2,000 Nov-17 Nov-19 288 Dec-17 Dec-20 1,066 Apr-18 Apr-20 514 $2.01 - $4.00 May-18 May-20 203 Jun-18 Jun-20 343 Jun-18 Jun-23 800 Jul-18 Aug-19 267 Mar-19 Jun-20 667 $4.01+ May-18 May-21 282 Apr-19 Jan-21 200 Total number of outstanding warrants as at 31 July 2019 40,713 |
Right-of-Use Assets
Right-of-Use Assets | 6 Months Ended |
Jul. 31, 2019 | |
Right-of-use Assets | |
Right-of-Use Assets | 15 Right-of-use assets The Group leases warehouse, retail and office facilities. The leases typically run for a period of 3 years with an option to renew the lease after that date. Lease payments are renegotiated every resigning period to reflect market rentals. Some leases provide for additional rent payments that are based on changes in local price indices. For certain leases, the Group is restricted from entering into any sub-leasing arrangements. The Group also leases IT equipment and other point of sale equipment. Information about leases for which the Group is a lessee is presented below: Right-of-use assets Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment (see note 8). Land & Buildings Plant, furniture, fittings and motor vehicles Total NZ $000’s NZ $000’s NZ $000’s Balance as at 1 February 26,933 542 27,475 Additions to right-of-use-assets 2,481 72 2,553 Depreciation charge for the year (4,224 ) (121 ) (4,345 ) Balance at 31 July 2019 25,190 493 25,683 Amounts recognised in profit or loss 2019 NZ $000’s Interest of lease liabilities 857 Extension options Some property leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 31, 2019 | |
Earnings per share from loss from continuing operations attributable to the ordinary equity holders of Naked Brand Group Limited | |
Earnings Per Share | 16 Earnings per Share (a) Basic and diluted loss per share 6 months to 31 July 2019 6 months to 31 July 2018 From continuing operations attributable to the ordinary equity holders of the company (0.52 ) (1.28 ) Total basic and diluted loss per share attributable to the ordinary equity holders of the company (0.52 ) (1.28 ) All convertible notes and warrants issued during the period are not included in the calculation of diluted loss per share because they are antidilutive in nature for the period ended 31 July 2019. These notes could potentially dilute earnings/loss per share in the future. (b) Reconciliation of loss used in calculating earnings per share 6 months to 31 July 2019 NZ $000’s 6 months to 31 July 2018 NZ $000’s Basic and diluted loss per share Loss attributable to the ordinary equity holders of the company used in calculating basic earnings per share: (28,729 ) (26,515 ) (c) Weighted average number of shares used as the denominator 31 July 2019 Number 31 July 2018 Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 55,007,126 20,692,359 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jul. 31, 2019 | |
Fair Value Measurement | |
Fair Value Measurement | 17 Fair Value Measurement The Group measures the following assets and liabilities at fair value on a recurring basis: ● Financial assets - derivative financial instruments ● Financial liabilities - derivative financial instruments Fair value hierarchy All assets and liabilities measured at fair value to be assigned to a level in the fair value hierarchy as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 Unobservable inputs for the asset or liability. Fair value hierarchy The table below shows the assigned level for each asset and liability held at fair value by the Group: Level 1 NZ$000’s Level 2 NZ$000’s Level 3 NZ$000’s Total 31 July 2019 Financial liabilities Foreign exchange contracts - - - - 31 January 2019 Recurring fair value measurements Financial liabilities Foreign exchange contracts - 1,484 - 1,484 There were no transfers between levels during the financial periods. The carrying amount of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature. Bank loans approximate fair value of the carrying amount on the basis of the variable nature of the interest rates associated with the loans. Valuation techniques for fair value measurements categorised within level 2 The fair value of derivative financial instruments is determined using valuation techniques which maximise the use of observable market data where it is available and relies as little as possible on entity specific estimates. Valuation techniques for fair value measurements categorised within level 3 The fair value of the derivative on convertible notes was determined using a Black-Scholes model. Measurement inputs include share price on measurement date, expected term of the instrument, risk free rate, expected volatility and expected dividend rate. The Company used valuations specialists to perform these valuations. |
Related Parties
Related Parties | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of transactions between related parties [abstract] | |
Related Parties | 18 Related Parties (a) The Group’s main related parties are as follows: Cullen Group is incorporated in New Zealand and was a significant shareholder prior to the Naked merger in June 2018. Key management personnel Other related parties include close family members of key management personnel and entities that are controlled or significantly influenced by those key management personnel or their close family members. (b) Loans to/from related parties Opening balance NZ$000s Closing balance NZ$000s Loans to related parties Whitespace Atelier Limited - 31 July 2019 282 - Whitespace Atelier Limited - 31 January 2019 273 282 Loans from related parties SBL Holdings – 31 July 2019 (1,449 ) - SBL Holdings – 31 January 2019 - (1,449 ) EJ Watson – 31 July 2019 (2,289 ) (2,651 ) EJ Watson – 31 January 2019 - (2,289 ) Whitespace Atelier Limited (“Whitespace”) is owned by a shareholder of Naked Brand Group Limited. On 1 Feb 2017, Whitespace was engaged by the Group to procure stock from various suppliers at competitive prices. During the period ended 31 July 2019, purchases amounting to $4.3m (6 months to 31 January 2019: $6.0m) have been made from Whitespace. As at 31 July 2019, the Group has made prepayments to Whitespace amounting to $nil (31 January 2019: $0.3m). |
Cash Flow Information
Cash Flow Information | 6 Months Ended |
Jul. 31, 2019 | |
Cash Flow Information | |
Cash Flow Information | 19 Cash Flow Information (a) Reconciliation of cash flow from operations with loss are income tax 6 months to 31 July 2019 NZ $000’s 6 months to Loss for the period (28,729 ) (26,094 ) Cash flows excluded from loss attributable to operating activities - interest paid on borrowings 1,025 2,229 - interest paid on lease liabilities 857 - Non-cash flows in loss: - depreciation and amortisation expense 4,567 1,190 - impairment expense 6,849 4,181 - fair value gain/(loss) on convertible notes derivative - 775 Net changes in assets and liabilities 5,862 13,231 - net exchange differences (120 ) 60 Cash flow from operations (9,689 ) (4,428 ) |
Contingencies
Contingencies | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of contingent liabilities [abstract] | |
Contingencies | 20 Contingencies A legal claim from a shareholder relating back to the Naked merger has been in progress for some time with the claim challenged by Naked. |
Events Occurring After the Repo
Events Occurring After the Reporting Date | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Events Occurring After the Reporting Date | 21 Events occurring after the reporting date In August 2019, the following equity transactions occurred : (1) 28,571,431 ordinary shares, at a price of $0.07 per share in a cash offering and 28,571,431 warrants to purchase ordinary shares were issued to certain investors, for a total cash consideration of NZ $3.1m / US$2.0m. The warrants are immediately exercisable, expiring 5.5 years from the date of issue, at an exercise price per share of US$0.07, and may be exercised on a ‘cashless’ basis based on as Black Scholes valuation from 6 months after the issue. The Company also issued warrants to certain designees of the placement agent to purchase 2,285,714 ordinary shares at an exercise price of $0.0875 per share. The placement agent warrants are immediately exercisable and expire 5.5 years from date of the cash offering. (2) The Company agreed to reduce the exercise price of outstanding warrants held by certain investors, consisting of warrants to purchase up to 18.55m ordinary shares at an exercise price of US$0.10 per share that expire in October 2021, June 2023 and July 2025. The Company agreed to amend each of the outstanding warrants to reduce the exercise price to US$0.07. (3) The Company issued 57,142,857 ordinary shares to suppliers at a price of $0.07 per share in exchange for the cancellation of NZ$6.2m / US$4.0m trade payables and the establishment of prepayment credits. In October 2019, the following funding transaction occurred : The Company completed a private placement of a convertible promissory note and a warrant to purchase ordinary shares, for a purchase price of NZ$3.2m / US$2m, with a principal balance before discount and expenses of US$2.12m. The holder had the right to exchange the warrant for a 5% increase in the balance of the note. On October 9, 2019, the holder exercised this right, and as result the warrant was cancelled and the balance of the note was increased by US$106,100. The note balance was further increased to US$2.51m on November 21 2019 due to additional funding requirement deadline not being met. The note accrues daily interest at 20% p.a., and matures on October 4, 2021. The Company has the right to prepay the Note, subject to a 25% premium. The note is subordinated to the Company’s existing senior secured credit facility with the Bank of New Zealand, From April 7, 2020 the holder has the right to convert the outstanding balance of the note into the Company’s ordinary shares at a conversion price of US$0.05 per share. In November 2019, the following funding transaction occurred : The Company issued a NZ $ 4.8m / $US 3m convertible note in a private placement, maturing November 12 2021. The face value of the note is NZ $ 5.0m / $US 3.17m after discount and costs, with a cash consideration of $US 3m. The interest rate is 20% p.a.. The Company has the right to prepay the note at a 25% premium. The note is subordinated to the Company’s existing BNZ facility. The note outstanding balance is convertible into ordinary shares from May 13, 2020, at a conversion price of $US 0.04 per share. From May 13, 2020, the holder can request the company redeem any portion of the note, up to a maximum of $US0.4m per month. At same time 63.4m warrants were issued to the note holder at a $US 0.05 exercise price, exercisable at any time, with a November 30 2021 expiry date. St. George Investments converted 12.1m convertible notes at an agreed $US 0.028 average price, reducing the principal value of the convertible note by $US 340k. In December 2019, the following funding transaction occurred : St. George Investments converted 75.3m convertible notes at an agreed price ranging from $US 0.020-0,025 price, reducing the principal value of the convertible not by $US 1690k. On February 5, 2019, we received a notice from the Listing Qualifications Department of Nasdaq stating that, for the last 30 consecutive business days, the closing bid price for our Ordinary Shares had been below the minimum of US$1.00 per share required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Compliance has been extended in November 2019 until February 3, 2020. In order to regain compliance, the bid price for shares of our Ordinary Shares must close at US$1.00 per share or more for a minimum of ten consecutive business days. At the AGM on held on December 16, 2019 and in conjunction with a Board decision on timing, it was resolved to complete on December 20 2019 a reverse stock split of our Ordinary Shares, pursuant to which every 100 Ordinary Shares outstanding as of the effective time of the reverse stock split were combined into one Ordinary Share. This should resolve the Nasdaq requirement for a US $1.00 minimum share price. The senior secured credit facility with the Bank of New Zealand matured on August 31, 2019 and has been extended to December 31 2019, with discussions underway to extend for a further period beyond 12 months. The bank covenants were breached since January 2019 and were reset at April 30, 2019. The reset inventory ratio has been breached to the date of signing these accounts. A restructure or operations was commenced in October 2019 with initiatives to close the US wholesale business as well as the Australian office and to disestablish up to 50 roles globally by the end of the year, subject to consultation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2019 | |
Summary Of Significant Accounting Policies | |
Going Concern | (a) Going concern The financial statements have been prepared on the basis of going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. For the 6 months ended 31 July 2019 the Group experienced a loss after income tax from continuing operations of NZ$28.7 million and operating cash outflows of NZ$9.7 million. It also is in a net current liability position of NZ$37.1 million and a positive net asset position of NZ$4.0 million. The profitability for the 6 months ended 31 July 2019 has been adversely impacted by the lack of working capital to purchase sufficient levels of inventory required for trading, reduced customer foot traffic in retail stores and outlets, and a reduction of revenue from wholesale customers. The business also incurred NZ$5.8 million of non-trading costs in relation to restructure costs associated with refinancing the business and an impairment charge of NZ$6.8m as it re-evaluated the merger and acquired intangible assets. The Group also has trade creditors that are trading beyond their original credit terms. To fund the losses and the negative working capital the business raised US $29.4 million of funds in the form of issued capital and convertible notes since 31 January 2019, including US $11.0 million since 31 July 2019 prior to the signing of these financial statements. The funds raised and cash flow generated since 31 January 2019 have not been sufficient to provide the Group with adequate working capital, so subsequent to 31 July 2019 management has taken steps to raise further funding, and as at the date of signing of these financial statements discussions with investors are well advanced but no binding commitments have been agreed. Management has also engaged in further restructuring of the business operations including potential divestment of certain brands, reducing costs across distribution channels, renegotiating supplier contracts, resetting customer supply commitments, and updating leadership roles. The Group’ s bank facility was due on 30 June 2019, and the Bank has extended the current facility to 31 December 2019, and the bank continues to monitor the situation. The Directors expect the Bank to offer a further extension of the current facility once further funding is raised. The bank covenants were breached throughout the 6 months ended 31 July 2019, and were reset, with a minimum inventory to bank debt ratio required to be maintained from 1 May 2019. This new ratio has been breached every month to the date of signing of the accounts, creating an event of review, but the bank has taken no further action to date in relation to these breaches. Despite the ongoing losses, reduced cash flow and cash facilities, and the other negative financial conditions, the Directors are confident that the Group will continue as a going concern. However, while the Directors are confident of continuing as a going concern and meeting its debt obligation to its Bank and creditor commitments as they fall due, the going concern is dependent upon the Directors and Group being successful in: ● Raising further funding before 28 February 2020 in order to meet all debts due in the 12 months after signing of these financial statements; ● Generating sufficient sales and increasing gross margins and reducing overheads in line with forecasts; ● Having sufficient funds to maintain a positive cashflow position, and to reduce bank debt in line with agreed bank amortisation; ● Continuing to receive support from creditors to delay payment of overdue amounts until the Group has adequate cash flow to commence a repayment arrangement or repay the debts in full; and ● Renegotiating the current bank facilities of NZ$20 million to a facility that is at least a 12 month facility. As a result, the viability of the Group is dependent on the above matters. The dependence on these matters raise substantial doubt about its ability to continue as a going concern and therefore whether they will realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report. However, the Directors’ believe that the Group will be successful in the above matters and, accordingly, have prepared the report on a going concern basis. |
Basis for Consolidation | (b) Basis for consolidation Subsidiaries Subsidiaries are all entities (including structured entities) over which the Group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. |
Business Combinations | (c) Business combinations Business combinations are accounted for by applying the acquisition method which requires an acquiring entity to be identified in all cases. The acquisition date under this method is the date that the acquiring entity obtains control over the acquired entity. The fair value of identifiable assets and liabilities acquired are recognised in the consolidated financial statements at the acquisition date. Goodwill or a gain on bargain purchase may arise on the acquisition date, this is calculated by comparing the consideration transferred and the amount of non-controlling interest in the acquiree with the fair value of the net identifiable assets acquired. Where consideration is greater than the net assets acquired, the excess is recorded as goodwill. Where the net assets acquired are greater than the consideration, the measurement basis of the net assets are reassessed and then a gain from bargain purchase recognised in profit or loss. All acquisition-related costs are recognised as expenses in the periods in which the costs are incurred except for costs to issue debt or equity securities. Any contingent consideration which forms part of the combination is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured, and the settlement is accounted for within equity. Otherwise subsequent changes in the value of the contingent consideration liability are measured through profit or loss. |
Income Tax | (d) Income Tax The tax expense/(benefit) recognised in the consolidated statements of profit or loss and other comprehensive income comprises of current income tax expense plus deferred tax expense/(benefit). Current tax is the amount of income taxes payable/(recoverable) in respect of the taxable profit/(loss) for the period and is measured at the amount expected to be paid to/(recovered from) the taxation authorities, using the tax rates and laws that have been enacted or substantively enacted by each jurisdiction by the end of the reporting period. Current tax liabilities/(assets) are measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority. Deferred tax is provided on temporary differences which are determined by comparing the carrying amounts of tax bases of assets and liabilities to the carrying amounts in the consolidated financial statements. Deferred tax is not provided for the following: ● The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss). ● Taxable temporary differences arising on the initial recognition of goodwill. ● Temporary differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by each jurisdiction by the end of the reporting period. Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised. Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively. In determining the amount of current and deferred income tax, the Company takes into account the impact of uncertain income tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the income tax expense in the period that such a determination is made. |
Revenue and Other Income | (e) Revenue and other income The consolidated entity recognises revenue as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns, and allowances, trade discounts and volume rebates. Revenue is recognised at the point in time when performance obligations are satisfied by transferring control of goods to the customer. Sale of goods Sales of goods through retail stores, e-commerce and wholesale channels are recognised at a point in time when there has been a transfer of control of goods to the customer. Control of goods transfer at point of sale for retail stores sales. For wholesale and e- commerce sales, control of goods are transferred when goods are delivered to customers, and therefore reflects an estimate of shipments that have not been received at the reporting date based on shipping terms and historical delivery times. The Company also provides a reserve for projected merchandise returns based on prior experience. The Company sells gift cards to customers. The Company recognises revenue from gift cards when they are redeemed by the customers. In addition, the Company recognises revenue on unredeemed gift cards after one year when the gift cards have expired. (i) Sale of goods – wholesale The Group sells a range of lingerie products in the wholesale market. Sales are recognised at a point in time when control of the products has transferred, being when the products are delivered to the wholesaler, the wholesaler has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the wholesaler’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the group has objective evidence that all criteria for acceptance have been satisfied. The contracts with wholesalers have no specific terms on volume and price, and are not modified during the terms. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts. The estimates of discount is based on the trading terms in the contracts, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in trade and other payables) is recognised for expected volume payable to customers in relation to sales made until the end of the reporting period. The Group’s obligation to provide a refund for faulty products under the standard trading terms is recognised as a provision. (ii) Sale of goods - retail/e-commerce The group operates a chain of retail stores and e-commerce websites selling lingerie products. Revenue from the sale of goods is recognised at a point in time when a group entity sells a product to the customer. Payment of the transaction price is due immediately when the customer purchases the product. It is the group’s policy to sell its products to the end customer with a right of return within 30 days. Therefore, a refund liability (included in trade and other payables) and a right to the returned goods (included in inventory) are recognised for the products expected to be returned. Accumulated experience is used to estimate such returns at the time of sale at a portfolio level (expected value method). Because the number of products returned has been steady for years, it is highly probable that a significant reversal in the cumulative revenue recognised will not occur. The validity of this assumption and the estimated amount of returns are reassessed at each reporting date. Interest revenue Interest is recognised using the effective interest method and recognised when it is earned. Dividend revenue Dividends are recognised when the entity’s right to receive payment is established. Rendering of services Revenue from service transactions are recognised as services are performed. Other income Other income is recognised on an accruals basis when the Group is entitled to it. |
Brand Management, Administrative and Corporate Expenses | (f) Brand management, administrative and corporate expenses Corporate expenses includes head office costs such as human resources, finance team and rental costs. Administrative expenses includes depreciation and amortisation of intangible assets, as well as professional accounting fees. Brand management expenses includes other costs incurred in selling products, including advertising, design and retail store occupancy and payroll. |
Borrowing Costs | (g) Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised as an expense in the period in which they are incurred. |
Inventories | (h) Inventories Inventories are measured at the lower of cost and net realisable value. Cost of inventory is determined using the weighted average costs basis and is net of any rebates and discounts received. Net realisable value represents the estimated selling price for inventories less costs necessary to make the sale. Net realisable value is estimated using the most reliable evidence available at the reporting date and inventory is written down through an obsolescence provision if necessary. |
Property, Plant and Equipment | (i) Property, plant and equipment Plant and equipment Plant and equipment are measured using the cost model. Under the cost model the asset is carried at its cost less any accumulated depreciation and any impairment losses. Costs include purchase price and other directly attributable costs associated with locating the asset to the installation site, where applicable. Depreciation Property, plant and equipment, is depreciated on a straight-line basis over the asset’s useful life to the Group, commencing when the asset is ready for use. The estimated useful lives used for each class of depreciable asset are shown below: Fixed asset class Useful life Leasehold improvements 1 - 10 years and where shorter over the lease term Plant, furniture, fittings and motor vehicles 3 - 7 years At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in accounting estimate. |
Financial Instruments | (j) Financial instruments Financial instruments are recognised initially using trade date accounting, i.e. on the date that the Group becomes party to the contractual provisions of the instrument. On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred). Financial Assets (i) Classification From 1 February 2018, the group classifies its financial assets in the following measurement categories: ● those to be measured subsequently at fair value (either through Other Comprehensive Income “OCI” or through profit or loss), and ● those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The group reclassifies debt investments when and only when its business model for managing those assets changes. (ii) Recognition and derecognition Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. (iii) Measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest. Debt instruments Subsequent measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments: ● Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss. ● FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss. ● FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises. Equity instruments The group subsequently measures all equity investments at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the group’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (iv) Impairment From 1 February 2018, the group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. (v) Subsequent measurement If there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the financial assets original effective interest rate. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss. Financial liabilities Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial liabilities depending on the purpose for which the liability was acquired. Although the Group uses derivative financial instruments in economic hedges of currency and interest rate risk, it does not hedge account for these transactions. The Group’s financial liabilities include borrowings, trade and other payables (including finance lease liabilities), which are measured at amortised cost using the effective interest rate method. All of the Group’s derivative financial instruments that are not designated as hedging instruments are accounted for at fair value through profit or loss. |
Impairment of Non-financial Assets | (k) Impairment of non-financial assets At the end of each reporting period the Group determines whether there is an evidence of an impairment indicator for non- financial assets. Where an indicator exists and regardless for goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated. Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated. The recoverable amount of an asset or CGU is the higher of the fair value less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit. Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss. Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill. |
Cash and Cash Equivalents | (l) Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. |
Trade Receivables | (m) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less expected credit losses. |
Trade and Other Payables | (n) Trade and other payables These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually due within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. |
Intangibles | (o) Intangibles Goodwill Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the sum of: i) the consideration transferred; ii) any non-controlling interest; and iii) the acquisition date fair value of any previously held equity interest; over the acquisition date fair value of net identifiable assets acquired in a business combination. The value of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the aforementioned non-controlling interest. The Group can elect to measure the non-controlling interest in the acquiree either at fair value (‘full goodwill method’) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (‘proportionate interest method’). The Group determines which method to adopt for each acquisition. Patents and licences Separately acquired patents and licences are shown at historical cost. Licenses and customer contracts acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses. Licence fees have an estimated useful life of 5-50 years. Software Software has a finite life and is carried at cost less any accumulated amortisation and impairment losses. It has an estimated useful life of between one and three years. Brands Brand assets relate to brands owned by the Group that have arisen on historical acquisitions. These assets were initially measured at fair value. Brands are considered to have an indefinite life and are therefore not amortised. They are considered to have indefinite lives because there is no foreseeable limit to the period over which the asset is expected to generate net cash flows for the entity. The brands have been in existence for many years, are well established and show no signs of deteriorating. They are assessed for impairment annually or more frequently if impairment indicators exist. Amortisation Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and brands, from the date that they are available for use. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Goodwill and indefinite life brands are not amortised but are tested for impairment annually or more frequently if impairment indicators exist. Goodwill is allocated to the Group’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold. |
Employee Benefits | (p) Employee benefits (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet. (ii) Other long-term employee benefit obligations The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. (iii) Other long-term employee benefit obligations The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur. |
Provisions | (q) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions are measured at the present value of management’s best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the consolidated statements of profit or loss and other comprehensive income. Provisions recognised represent the best estimate of the amounts required to settle the obligation at the end of the reporting period. (i) Lease incentive provision Lease contributions include payment for improvements initially funded by the landlord. The improvement asset is capitalised and a provision for the amount of landlord contribution is recognised. The provision is released on a monthly basis over the term of the lease of the property. (ii) Onerous contract provision The Group provides for future losses on long-term contracts where it is considered probable that the contract costs are likely to exceed revenues in future years. A provision is required for the present value of future losses. Estimating these future losses involves a number of assumptions about the achievement of contract performance targets and the likely levels of future cost escalation over time. (iii) Make good provision The Group is required to restore the lease premises of various retail stores to their original condition at the end of the respective lease terms. Provisions for make good obligations are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. A provision is recognised for the present value of the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over the lease term. |
Earnings/(Loss) Per Share | (r) Earnings/(loss) per share (i) Basic earnings/(loss) per share Basic earnings/(loss) per share is calculated by dividing: ● the profit/(loss) attributable to owners of the Company, excluding any costs of servicing equity other than ordinary ● by the weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted earnings/(loss) per share Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share to take into ● the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and ● the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. For periods in which the Company has reported net losses, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common stockholders, since their impact would be anti-dilutive to the calculation of net loss per share. |
Borrowings | (s) Borrowings 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 profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs. Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. 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 reporting period. |
Convertible Notes | (t) Convertible Notes On issuance of the convertible notes, an assessment is made to determine whether the convertible notes contain an equity instrument or whether the whole instrument should be classified as a financial liability. When it is determined that the whole instrument is a financial liability and no equity instrument is identified (for example for foreign-currency-denominated convertibles notes), the conversion option is separated from the host debt and classified as a derivative liability. The carrying value of the host contract (a contract denominated in a foreign currency) at initial recognition is determined as the difference between the consideration received and the fair value of the embedded derivative. The host contract is subsequently measured at amortised cost using the effective interest rate method. The embedded derivative is subsequently measured at fair value at the end of each reporting period through the profit and loss. The convertible note and the derivative are presented as a single number on the balance sheet within interest-bearing loans and borrowings. When it is determined that the instrument contains an equity component based on the terms of the contract, on issuance of the convertible notes, the fair value of the liability component is determined using a market rate for an equivalent non- convertible bond. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption. The remainder of the proceeds is allocated to the conversion option that is recognised and included in equity. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not re-measured in subsequent years. |
Share Capital and Warrants | (u) Share capital and Warrants Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and warrants are recognised as a deduction from equity, net of any tax effects. Warrants Warrants issued by the Company and employee entitlements are recorded at fair value using the Black-Scholes option-pricing model. Employee entitlements are amortised over the terms of entitlement. In assessing the fair value of equity-based compensation and warrants, estimates have to be made regarding the expected volatility in share price, option life, dividend yield, risk-free rate, estimated life and estimated forfeitures at the initial grant date. |
Foreign Currency Transactions and Balances | (v) Foreign currency transactions and balances Each of the entities within the Group prepare their financial statements based on the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in New Zealand dollars which is the parent entity’s functional and presentation currency. Transaction and balances Foreign currency transactions are recorded at the spot rate on the date of the transaction. At the end of the reporting period: ● Foreign currency monetary items are translated using the closing foreign currency rate; ● Non-monetary items that are measured at historical cost are translated using the exchange rate at the date of the transaction; and ● Non-monetary items that are measured at fair value are translated using the rate at the date when fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition or in prior reporting periods are recognised through profit or loss, except where they relate to an item of other comprehensive income or whether they are deferred in equity as qualifying hedges. Group companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows: ● assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; ● income and expenses are translated at average exchange rates for the period where the average rate approximates the rate at the date of the transaction; and ● retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the consolidated balance sheets. These differences are recognised in the consolidated statements of profit or loss and other comprehensive income in the period in which the operation is disposed. |
Operating Segments | (w) Operating segments Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The executive directors are the chief operating decision maker, responsible for allocating resources and assessing performance of the operating segments. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Summary Of Significant Accounting Policies | |
Disclosure of Detailed Information About Estimated Useful Lives of Property, Plant and Equipment | The estimated useful lives used for each class of depreciable asset are shown below: Fixed asset class Useful life Leasehold improvements 1 - 10 years and where shorter over the lease term Plant, furniture, fittings and motor vehicles 3 - 7 years |
Changes in Accounting Policies
Changes in Accounting Policies (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Changes In Accounting Policies | |
Disclosure of Lease Liabilities Reclassification and Adjustments | 1 February 2019 $’000 Right-of-use assets 26,158 Lease contribution provision 1,102 Lease liabilities (27,899 ) Net reduction in retained earnings 639 |
Profit and Loss Information (Ta
Profit and Loss Information (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Profit And Loss Information | |
Disclosure of Detailed Information About Revenue from Continuing Operations | (a) Revenue from continuing operations 6 months to 31 July 2019 NZ $000’s 6 months to Gross revenue 47,809 61,282 Rebates (5,715 ) (4,532 ) 42,094 56,750 Sale of goods - Retail 19,000 24,425 - Wholesale 8,414 18,077 - On line 14,680 14,248 42,094 56,750 |
Disclosure of Detailed Information About Profit Loss from Operating Activities | The loss for the half year was derived after charging / (crediting) the following items that are unusual and of significance because of their size, nature and incidence: Finance costs - Interest expense on external borrowings (496 ) (1,353 ) - Interest expense on shareholder loans (255 ) (1,062 ) - Interest (expense)/income on convertible loan notes (274 ) 186 - Interest expense on leases (857 ) - - Amortisation of loan set up costs (348 ) (225 ) (2,230 ) (2,454 ) Other foreign currency gains/(losses) - Fair value gain on foreign exchange contracts 729 2,306 - Net foreign exchange gains/(losses) 224 1,228 953 3,535 Impairment expense - Impairment loss (6,647 ) (4,095 ) - Impairment of software (202 ) (64 ) (6,849 ) (4,159 ) Brand transition, restructure and transaction expenses - Brand transition expenses (258 ) (199 ) - Restructure expenses - (526 ) - Transaction expenses (5,588 ) (4,432 ) (5,846 ) (5,157 ) |
Disclosure of Components of Income Tax Expenses | The major components of tax expense/(benefit) comprise: 6 months to 31 July 2019 NZ $000’s 6 months to Current tax Current tax on losses for the period 9 (411 ) Adjustment for current tax on prior periods 51 - Total current tax expense/(benefit) 60 (411 ) Deferred tax Decrease/(increase) in deferred tax asset 701 - Income tax benefit for continuing operations 761 (411 ) Reconciliation of income tax to accounting loss: Loss before income tax (27,968 ) (26,505 ) Tax at New Zealand tax rate 28% (7,831 ) (7,421 ) Tax effect of: - permanent differences 75 - - adjustments in respect of current tax or prior periods 76 - - effects of different tax rates of subsidiaries operating in other jurisdictions (641 ) 27 - deferred tax assets relating to the current period not recognised 7,727 7,761 - other 1,355 (777 ) Income tax expense/(benefit) 761 (411 ) |
Operating Segment (Tables)
Operating Segment (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Operating Segment | |
Disclosure of Reconciliation of Segment Revenue to Profit or Loss and Other Comprehensive Income | Reconciliation of segment revenue to consolidated statements of profit or loss and other comprehensive income: 6 months to 31 July 2019 NZ $000’s 6 months to Total segment revenue 47,809 65,736 Intersegment eliminations (5,715 ) (8,986 ) Total external revenue 42,094 56,750 |
Disclosure of Reconciliation of Segment EBITDA to Profit or Loss and Other Comprehensive Income | 6 months to 31 July 2019 NZ $000’s 6 months to Segment EBITDA (9,758 ) (15,436 ) Other reconciling items (18,210 ) (11,069 ) Income tax (expense)/benefit (761 ) 411 Total net loss after tax (28,729 ) (26,094 ) |
Disclosure of Detailed Information About Geographical Information | 6 months to 31 July 2019 NZ $000’s 6 months to New Zealand 14,876 20,984 Australia 9,825 17,570 United States 17,079 14,383 Europe 314 3,813 42,094 56,750 |
Disclosure of Detailed Information About Segment Performance | NZ Retail NZ$000’s AU Retail NZ$000’s NZWholesale NZ$000’s AUWholesale NZ$000’s US Wholesale NZ$000’s EU Wholesale NZ$000’s e-commerce NZ$000’s Unallocated NZ$000’s Total For the 6 months ended 31 July 2019 Revenue from external customers 12,498 6,502 1,569 3,289 3,242 314 14,680 - 42,094 12,498 6,502 1,569 3,289 3,242 314 14,680 - 42,094 Cost of sales (6,820 ) (3,007 ) (820 ) (2,545 ) (2,374 ) (130 ) (10,417 ) (2,016 ) (28,129 ) Gross margin 5,678 3,495 749 744 868 184 4,263 (2,016 ) 13,965 Other segment expenses* (5,028 ) (2,618 ) (636 ) (1,299 ) (1,303 ) (127 ) (6,169 ) - (17,180 ) Unallocated expenses Administrative expenses - - - - - - - (558 ) (558 ) Corporate expenses - - - - - - - (5,656 ) (5,656 ) Other foreign exchange loss - - - - - - - (329 ) (329 ) EBITDA 650 877 113 (555 ) (435 ) 57 (1,906 ) (8,559 ) (9,758 ) Brand transition, restructure and transaction expenses - - - - - - - (5,846 ) (5,846 ) Finance expense - - - - - - - (2,230 ) (2,230 ) Impairment expense - - - - - - - (6,849 ) (6,849 ) Depreciation and amortisation - - - - - - - (4,567 ) (4,567 ) Fair value gain on foreign exchange contracts - - - - - - - 729 729 Unrealised foreign exchange gain/(loss) - - - - - - - 553 553 Fair value gain on Convertible Note derivative - - - - - - - - - Profit/(loss) after income tax 650 877 113 (555 ) (435 ) 57 (1,906 ) (26,769 ) (27,968 ) Income tax expense - - - - - - - (761 ) (761 ) Profit/(loss) after income tax 650 877 113 (555 ) (435 ) 57 (1,906 ) (27,530 ) (28,729 ) * Other segment expenses relate to brand management expenses and some corporate expenses. NZ Retail NZ$000’s AU Retail NZ$000’s NZ Wholesale NZ$000’s AU Wholesale NZ$000’s US Wholesale NZ$000’s EU Wholesale NZ$000’s e-commerce NZ$000’s Unallocated NZ$000’s Total For the 6 months ended 31 July 2018 15,571 8,758 4,556 6,757 3,047 3,813 14,248 - 56,750 Revenue from external customers 15,571 8,758 4,556 6,757 3,047 3,813 14,248 - 56,750 Cost of sales (7,612 ) (4,246 ) (3,695 ) (5,246 ) (2,923 ) (3,007 ) (10,234 ) (2,109 ) (39,072 ) Gross margin 7,959 4,512 861 1,511 124 806 4,014 (2,109 ) 17,678 Other segment expenses* (6,856 ) (5,644 ) (672 ) (1,726 ) (1,187 ) (1,166 ) (5,375 ) - (22,626 ) Unallocated expenses Administrative expenses - - - - - - - (661 ) (661 ) Corporate expenses - - - - - - - (10,672 ) (10,672 ) Other foreign exchange gain/loss - - - - - - - 845 845 EBITDA 1,103 (1,132 ) 189 (215 ) (1,063 ) (360 ) (1,361 ) (12,597 ) (15,436 ) Brand transition, restructure and transaction expenses - - - - - - - (5,157 ) (5,157 ) Finance expense - - - - - - - (2,454 ) (2,454 ) Impairment expense - - - - - - - (4,182 ) (4,182 ) Depreciation and amortisation - - - - - - - (1,190 ) (1,190 ) Fair value gain on foreign exchange contracts - - - - - - - 2,306 2,306 Unrealised foreign exchange gain/(loss) - - - - - - - 383 383 Fair value gainon Convertible Note derivative - - - - - - - (775 ) (775 ) Profit/(loss) before income tax 1,103 (1,132 ) 189 (215 ) (1,063 ) (360 ) (1,361 ) (23,666 ) (26,505 ) Income tax benefit - - - - - - - 411 411 Profit/(loss) after income tax 1,103 (1,132 ) 189 (215 ) (1,063 ) (360 ) (1,361 ) (23,255 ) (26,094 ) * Other segment expenses relate to brand management expenses and some corporate expenses. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Disclosure of Detailed Information About Property, Plant and Equipment | 31 July 2019 NZ $000’s 31 January 2019 Plant, furniture, fittings and motor vehicles At cost 26,757 25,666 Accumulated depreciation (25,231 ) (25,167 ) 1,526 499 Leasehold improvements At cost 11,396 12,035 Accumulated depreciation (8,731 ) (8,771 ) 2,665 3,264 4,191 3,763 |
Disclosure of Detailed Information About Movements in Carrying Amounts of Property, Plant and Equipment | Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial period: Leasehold improvements NZ $000’s Plant, furniture, fittings and motor vehicles NZ$000’s Total NZ $000’s For the 6 months ended 31 July 2019 Balance at the beginning of the period 3,264 499 3,763 Additions - 605 605 Disposals - (29 ) (29 ) Depreciation expense (241 ) 28 (213 ) Reclassification from intangible assets (351 ) 402 51 Foreign exchange movements (7 ) 21 14 Closing value at 31 July 2019 2,665 1,526 4,191 Leasehold improvements NZ $000’s Plant, furniture, fittings and motor vehicles NZ$000’s Total NZ $000’s For the 6 months ended 31 January 2019 Balance at the beginning of the period 3,566 488 4,054 Additions 139 1,998 2,137 Disposals (105 ) (2,345 ) (2,450 ) Depreciation expense (481 ) (601 ) (1,082 ) Impairment - (211 ) (211 ) Foreign exchange movements 145 1,170 1,315 Closing value at 31 January 2019 3,264 499 3,763 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of detailed information about intangible assets [abstract] | |
Disclosure of Detailed Information About Intangible Assets | 31 July 2019 NZ $000’s 31 January 2019 Goodwill Cost 5,993 5,607 Accumulated impairment (5,993 ) (3,287 ) - 2,320 Patents and licences Cost 27,157 25,993 Accumulated amortisation and impairment (2,955 ) (918 ) 24,202 25,075 Brands Cost 14,901 14,769 Accumulated amortisation and impairment (6,672 ) (4,563 ) 8,229 10,205 Software Cost 15,716 15,718 Accumulated amortisation and impairment (15,716 ) (15,455 ) - 263 Total intangible assets 32,431 37,864 |
Disclosure of Detailed Information About Movements in Carrying Amounts of Intangible Assets | Goodwill NZ $000’s Patents and licences NZ $000’s Brands NZ $000’s Software NZ $000’s Total NZ $000’s For the 6 months ended 31 July 2019 Balance at the beginning of the period 2,320 25,075 10,205 263 37,864 Additions - - - - - Disposals - - - - - Amortisation expense - - - (9 ) (9 ) Impairment (2,480 ) (2,037 ) (2,130 ) (202 ) (6,849 ) Reclassification to tangible fixed assets - - - (51 ) (51 ) Foreign exchange movements 160 1,164 154 (1 ) 1,477 Closing value at 31 July 2019 - 24,202 8,229 - 32,431 Goodwill NZ $000’s Patents and licences NZ $000’s Brands NZ $000’s Software NZ $000’s Total NZ $000’s For the 6 months ended 31 January 2019 Balance at the beginning of the period 2,399 217 14,395 276 17,287 Additions - 24,957 - - 24,957 Disposals - - - - - Amortisation expense - (99 ) - (12 ) (111 ) Impairment - - (3,867 ) - (3,867 ) Foreign exchange movements (79 ) - (323 ) (1 ) (403 ) Closing value at 31 January 2019 2,320 25,075 10,205 263 37,864 |
Disclosure of Information for Cash-generating Units | For the purpose of impairment testing, goodwill is allocated to cash-generating units as below: Description of cash-generating unit (CGU) 6 months to 31 July 2019 NZ $000’s 6 months to 31 July 2018 NZ $000’s United States 2,480 3,399 Impairment of goodwill 2,480 3,399 |
Disclosure of Impairment of Intangible Assets | 6 months to 6 months to FOH licence 1,914 - Naked patents & licence 123 - Impairment of patents & licences 2,037 - 6 months to 6 months to Brands - Naked 2,130 696 Impairment for indefinite-lived brand intangibles 2,130 696 6 months to 6 months to Software 202 64 Impairment of software 202 64 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Derivative Financial Instruments | |
Schedule of Derivative Financial Instruments | 31 July 2019 NZ $000’s 31 January 2019 Current liabilities Forward exchange contracts - 1,484 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Trade And Other Payables | |
Disclosure of Detailed Information About Trade and Other Current Payables | 31 July 2019 NZ $000’s 31 January 2019 NZ $000’s Current Trade payables 16,537 23,580 Accruals 6,673 10,150 Employee benefits liabilities 1,908 1,815 25,118 35,545 |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Borrowings - Disclosure Of Detailed Information About Borrowings | |
Disclosure of Detailed Information About Borrowings | 31 July 2019 NZ $000’s 31 January 2019 NZ $000’s Current Secured liabilities: Bank Loans 20,000 20,000 Debt issuance costs in relation to bank loan - (270 ) Convertible notes 4,681 - Other loan 1,294 1,237 25,975 20,967 |
Provisions (Tables)
Provisions (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Provisions [abstract] | |
Disclosure of Detailed Information About Provisions | 31 July 2019 31 January 2019 Current: Lease contributions - 179 Make good 863 742 863 921 31 July 2019 31 January 2019 NZ $000’s Non-current: - 906 Lease contributions 1,517 1,466 Make good 1,517 2,372 |
Disclosure of Detailed Information About Reconciliation of Changes in Other Provisions | Lease contributions NZ $000’s Onerous contracts NZ $000’s Make good NZ $000’s Total NZ $000’s Opening balance at 1 February 2019 1,085 - 2,208 3,293 Impact of IFRS 16 (1,085 ) - 299 (786 ) Additional provisions recognised - - - - Unused amounts reversed - - - - Unwinding of discounts - - - - Amounts used during the year - - (58 ) (58 ) Other movements - - (69 ) (69 ) Exchange differences - - - - - - 2,380 2,380 Opening balance at 1 August 2018 1,146 49 2,363 3,558 Additional provisions recognised 236 - 595 1,179 Unused amounts reversed - - (662 ) (662 ) Unwinding of discounts - - 271 271 Amounts used during the year (293 ) (49 ) (77 ) (475 ) Exchange differences 34 - 38 72 Balance at 31 January 2019 1,085 - 2,208 3,293 |
Share Capital (Tables)
Share Capital (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of classes of share capital [abstract] | |
Disclosure of Detailed Information About Share Capital | 31 July 2019 31 January 2019 NZ $000’s 108,603,213 (31 January 2019: 29,640,965) Ordinary shares 155,536 134,183 |
Disclosure of Detailed Information About Ordinary Shares Explanatory | Ordinary shares 6 months to 31 July 2019 NZ $000’s 6 months to 31 January 2019 NZ $000’s At the beginning of the reporting period 134,183 117,183 Issuance of ordinary shares: - Cash collected 9,923 6,081 - Settle related party loan 1,449 - - Shares issued in lieu of consultancy fee 129 - - Shares issued in lieu of inventory payment 9,661 4,047 - Warrants issued 191 - Asset acquisition of FOH Online Inc. - 6,872 At the end of the reporting period 155,536 134,183 |
Disclosure of Warrants Outstanding | Warrants The following warrants were outstanding as at 31 July 2019 (31 January 2019: 4.9m). Average Exercise Price Issue Date Expiry Date No. of Mar-19 Mar-23 1,400 Mar-19 Mar-24 10,196 $0.01 - $0.50 Apr-19 Apr-22 50 May-19 May-21 1,000 Jul-19 May-25 17,010 $0.50 - $1.00 Mar-19 Mar-21 4,228 $1.50 - $2.00 Nov-17 Nov-21 200 Oct-18 Oct-21 2,000 Nov-17 Nov-19 288 Dec-17 Dec-20 1,066 Apr-18 Apr-20 514 $2.01 - $4.00 May-18 May-20 203 Jun-18 Jun-20 343 Jun-18 Jun-23 800 Jul-18 Aug-19 267 Mar-19 Jun-20 667 $4.01+ May-18 May-21 282 Apr-19 Jan-21 200 Total number of outstanding warrants as at 31 July 2019 40,713 |
Right-of-Use Assets (Tables)
Right-of-Use Assets (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Right-of-use Assets | |
Disclosure of Right-of-Use Assets | Land & Buildings Plant, furniture, fittings and motor vehicles Total NZ $000’s NZ $000’s NZ $000’s Balance as at 1 February 26,933 542 27,475 Additions to right-of-use-assets 2,481 72 2,553 Depreciation charge for the year (4,224 ) (121 ) (4,345 ) Balance at 31 July 2019 25,190 493 25,683 |
Disclosure of Amounts Recognised in Profit or Loss | 2019 NZ $000’s Interest of lease liabilities 857 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Profit or loss [abstract] | |
Disclosure of Detailed Information About Earning Loss Per Share | (a) Basic and diluted loss per share 6 months to 31 July 2019 6 months to 31 July 2018 From continuing operations attributable to the ordinary equity holders of the company (0.52 ) (1.28 ) Total basic and diluted loss per share attributable to the ordinary equity holders of the company (0.52 ) (1.28 ) All convertible notes and warrants issued during the period are not included in the calculation of diluted loss per share because they are antidilutive in nature for the period ended 31 July 2019. These notes could potentially dilute earnings/loss per share in the future. (b) Reconciliation of loss used in calculating earnings per share 6 months to 31 July 2019 NZ $000’s 6 months to 31 July 2018 NZ $000’s Basic and diluted loss per share Loss attributable to the ordinary equity holders of the company used in calculating basic earnings per share: (28,729 ) (26,515 ) (c) Weighted average number of shares used as the denominator 31 July 2019 Number 31 July 2018 Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 55,007,126 20,692,359 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Fair Value Measurement | |
Schedule of Fair Value Measurement of Assets and Liabilities | The table below shows the assigned level for each asset and liability held at fair value by the Group: Level 1 NZ$000’s Level 2 NZ$000’s Level 3 NZ$000’s Total 31 July 2019 Financial liabilities Foreign exchange contracts - - - - 31 January 2019 Recurring fair value measurements Financial liabilities Foreign exchange contracts - 1,484 - 1,484 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Disclosure of transactions between related parties [abstract] | |
Disclosure of Transactions Between Related Parties | Opening balance NZ$000s Closing balance NZ$000s Loans to related parties Whitespace Atelier Limited - 31 July 2019 282 - Whitespace Atelier Limited - 31 January 2019 273 282 Loans from related parties SBL Holdings – 31 July 2019 (1,449 ) - SBL Holdings – 31 January 2019 - (1,449 ) EJ Watson – 31 July 2019 (2,289 ) (2,651 ) EJ Watson – 31 January 2019 - (2,289 ) |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 6 Months Ended |
Jul. 31, 2019 | |
Cash Flow Information | |
Schedule of Cash Flow Information | 6 months to 31 July 2019 NZ $000’s 6 months to Loss for the period (28,729 ) (26,094 ) Cash flows excluded from loss attributable to operating activities - interest paid on borrowings 1,025 2,229 - interest paid on lease liabilities 857 - Non-cash flows in loss: - depreciation and amortisation expense 4,567 1,190 - impairment expense 6,849 4,181 - fair value gain/(loss) on convertible notes derivative - 775 Net changes in assets and liabilities 5,862 13,231 - net exchange differences (120 ) 60 Cash flow from operations (9,689 ) (4,428 ) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - NZD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2019 | |
Statement Line Items [Line Items] | |||
Loss for the period | $ (28,729) | $ (26,094) | |
Cash flows from (used in) operating activities | (9,689) | $ (4,428) | |
Net current liability | 37,100 | ||
Assets (liabilities) | 4,018 | $ 10,519 | |
Non-trading costs | 5,800 | ||
Impairment charges of intangible assets | 6,800 | ||
Negative working capital | $ 11,000 | $ 29,400 | |
Bottom of Range [Member] | |||
Statement Line Items [Line Items] | |||
Useful lives or amortisation rates, intangible assets other than goodwill | 5 years | ||
Top of Range [Member] | |||
Statement Line Items [Line Items] | |||
Useful lives or amortisation rates, intangible assets other than goodwill | 50 years | ||
Bank Facilities [Member] | |||
Statement Line Items [Line Items] | |||
Facility description | Renegotiating the current bank facilities of NZ$20 million to a facility that is at least a 12 month facility. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disclosure of Detailed Information About Estimated Useful Lives of Property, Plant and Equipment (Details) | 6 Months Ended |
Jul. 31, 2019 | |
Leasehold improvements [Member] | |
Statement Line Items [Line Items] | |
Useful lives or depreciation rates, property, plant and equipment | 1 - 10 years |
Plant, furniture, fittings and motor vehicles [Member] | |
Statement Line Items [Line Items] | |
Useful lives or depreciation rates, property, plant and equipment | 3 - 7 years |
Changes in Accounting Policie_2
Changes in Accounting Policies - Disclosure of Lease Liabilities Reclassification and Adjustments (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Feb. 02, 2019 | Jan. 31, 2019 |
Summary Of Significant Accounting Policies | |||
Right-of-use assets | $ 25,683 | $ 26,158 | |
Lease contribution provision | 1,102 | ||
Lease liabilities | (27,899) | ||
Net reduction in retained earnings | $ 639 |
Profit and Loss Information (De
Profit and Loss Information (Details Narrative) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Profit And Loss Information | ||
Applicable tax rate | 30.00% | 30.00% |
Tax losses | $ 158,200 | $ 130,600 |
De-recognised deferred tax assets | $ 701,000 |
Profit and Loss Information - D
Profit and Loss Information - Disclosure of Detailed Information About Revenue from Continuing Operations (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Statement Line Items [Line Items] | ||
Gross revenue | $ 47,809 | $ 61,282 |
Rebates | (5,715) | (4,532) |
Revenue | 42,094 | 56,750 |
Sale of goods | 19,000 | 56,750 |
Revenue from continuing operations | 42,094 | 56,750 |
Retail [Member] | ||
Statement Line Items [Line Items] | ||
Sale of goods | 19,000 | 24,425 |
Wholesale [Member] | ||
Statement Line Items [Line Items] | ||
Sale of goods | 8,414 | 18,077 |
Online [Member] | ||
Statement Line Items [Line Items] | ||
Sale of goods | $ 14,680 | $ 14,248 |
Profit and Loss Information -_2
Profit and Loss Information - Disclosure of Detailed Information About Profit Loss from Operating Activities (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Profit And Loss Information | ||
Interest expense on external borrowings | $ (496) | $ (1,353) |
Interest expense on shareholder loans | (255) | (1,062) |
Interest (expense)/income on convertible loan notes | (274) | 186 |
Interest expense on leases | (857) | |
Amortisation of loan set up costs | (348) | (225) |
Finance costs | (2,230) | (2,454) |
Fair value gain on foreign exchange contracts | 729 | 2,306 |
Net foreign exchange gains/(losses) | 224 | 1,228 |
Other foreign currency gains/(losses) | 953 | 3,535 |
Impairment loss | (6,647) | (4,095) |
Impairment of software | (202) | (64) |
Impairment expense | (6,849) | (4,181) |
Brand transition expenses | (258) | (199) |
Restructure expenses | (526) | |
Transaction expenses | (5,588) | (4,432) |
Brand transition, restructure and transaction cost | $ (5,846) | $ (5,157) |
Profit and Loss Information -_3
Profit and Loss Information - Disclosure of Components of Income Tax Expenses (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Profit And Loss Information | ||
Current tax on losses for the period | $ 9 | $ (411) |
Adjustment for current tax on prior periods | 51 | |
Total current tax expense/(benefit) | 60 | (411) |
Decrease/(increase) in deferred tax asset | 701 | |
Income tax benefit for continuing operations | 761 | (411) |
Loss before income tax | (27,968) | (26,505) |
Tax at New Zealand tax rate 28% | (7,831) | (7,421) |
Tax effect of - permanent differences | 75 | |
Tax effect of - adjustments in respect of current tax or prior periods | 76 | |
Tax effect of - effects of different tax rates of subsidiaries operating in other jurisdictions | (641) | 27 |
Tax effect of - deferred tax assets relating to the current period not recognised | 7,727 | 7,761 |
Tax effect of - other | 1,355 | (777) |
Income tax expense/(benefit) | $ 761 | $ (411) |
Profit and Loss Information -_4
Profit and Loss Information - Disclosure of Components of Income Tax Expenses (Details) (Parenthetical) | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Profit And Loss Information | ||
Tax rate | 28.00% | 28.00% |
Operating Segment (Details Narr
Operating Segment (Details Narrative) | 6 Months Ended |
Jul. 31, 2019Integer | |
Operating Segment | |
Number of reportable segments | 7 |
Operating Segment - Disclosure
Operating Segment - Disclosure of Reconciliation of Segment Revenue to Profit or Loss and Other Comprehensive Income (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Operating Segment | ||
Total segment revenue | $ 47,809 | $ 65,736 |
Intersegment eliminations | (5,715) | (8,986) |
Total external revenue | $ 42,094 | $ 56,750 |
Operating Segment - Disclosur_2
Operating Segment - Disclosure of Reconciliation of Segment EBITDA to Profit or Loss and Other Comprehensive Income (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Operating Segment | ||
Segment EBITDA | $ (9,758) | $ (15,436) |
Other reconciling items | (18,210) | (11,069) |
Income tax (expense)/benefit | 761 | (411) |
Total net loss after tax | $ (28,729) | $ (26,094) |
Operating Segment - Disclosur_3
Operating Segment - Disclosure of Detailed Information About Geographical Information (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Statement Line Items [Line Items] | ||
Revenue | $ 42,094 | $ 56,750 |
New Zealand [Member] | ||
Statement Line Items [Line Items] | ||
Revenue | 14,876 | 20,984 |
Australia [Member] | ||
Statement Line Items [Line Items] | ||
Revenue | 9,825 | 17,570 |
United States [Member] | ||
Statement Line Items [Line Items] | ||
Revenue | 17,079 | 14,383 |
Europe [Member] | ||
Statement Line Items [Line Items] | ||
Revenue | $ 314 | $ 3,813 |
Operating Segment - Disclosur_4
Operating Segment - Disclosure of Detailed Information About Segment Performance (Details) - NZD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | ||
Statement Line Items [Line Items] | |||
Revenue | $ 42,094 | $ 56,750 | |
Cost of sales | (28,129) | (39,072) | |
Gross margin | 13,965 | 17,678 | |
Administrative expenses | (5,125) | (1,851) | |
Corporate expenses | (5,656) | (7,901) | |
Other foreign exchange gain/loss | (953) | (3,535) | |
EBITDA | (9,758) | (15,436) | |
Brand transition, restructure and transaction expenses | (5,846) | (5,157) | |
Finance expense | (2,230) | (2,454) | |
Fair value (gain)/loss on foreign exchange contracts | 729 | 2,306 | |
Fair value gain/(loss) on Convertible Note derivative | (775) | ||
Profit/(loss) before income tax | (27,968) | (26,505) | |
Income tax expense | (761) | 411 | |
Loss for the period | (28,729) | (26,094) | |
Operating segments [Member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | 42,094 | 56,750 | |
Revenue | 42,094 | 56,750 | |
Cost of sales | (28,129) | (39,072) | |
Gross margin | 13,965 | 17,678 | |
Other segment expenses | [1] | (17,180) | (22,626) |
Administrative expenses | (558) | (661) | |
Corporate expenses | (5,656) | (10,672) | |
Other foreign exchange gain/loss | (329) | 845 | |
EBITDA | (9,758) | (15,436) | |
Brand transition, restructure and transaction expenses | (5,846) | (5,157) | |
Finance expense | (2,230) | (2,454) | |
Impairment expense | (6,849) | (4,182) | |
Depreciation and amortization | (4,567) | (1,190) | |
Fair value (gain)/loss on foreign exchange contracts | 729 | 2,306 | |
Unrealised foreign exchange gain/(loss) | 553 | 383 | |
Fair value gain/(loss) on Convertible Note derivative | (775) | ||
Profit/(loss) before income tax | (27,968) | (26,505) | |
Income tax expense | (761) | 411 | |
Loss for the period | (28,729) | (26,094) | |
Operating segments [Member] | New Zealand Retail [Member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | 12,498 | 15,571 | |
Revenue | 12,498 | 15,571 | |
Cost of sales | (6,820) | (7,612) | |
Gross margin | 5,678 | 7,959 | |
Other segment expenses | [1] | (5,028) | (6,856) |
Administrative expenses | |||
Corporate expenses | |||
Other foreign exchange gain/loss | |||
EBITDA | 650 | 1,103 | |
Brand transition, restructure and transaction expenses | |||
Finance expense | |||
Impairment expense | |||
Depreciation and amortization | |||
Fair value (gain)/loss on foreign exchange contracts | |||
Unrealised foreign exchange gain/(loss) | |||
Fair value gain/(loss) on Convertible Note derivative | |||
Profit/(loss) before income tax | 650 | 1,103 | |
Income tax expense | |||
Loss for the period | 650 | 1,103 | |
Operating segments [Member] | Australia Retail [Member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | 6,502 | 8,758 | |
Revenue | 6,502 | 8,758 | |
Cost of sales | (3,007) | (4,246) | |
Gross margin | 3,495 | 4,512 | |
Other segment expenses | [1] | (2,618) | (5,644) |
Administrative expenses | |||
Corporate expenses | |||
Other foreign exchange gain/loss | |||
EBITDA | 877 | (1,132) | |
Brand transition, restructure and transaction expenses | |||
Finance expense | |||
Impairment expense | |||
Depreciation and amortization | |||
Fair value (gain)/loss on foreign exchange contracts | |||
Unrealised foreign exchange gain/(loss) | |||
Fair value gain/(loss) on Convertible Note derivative | |||
Profit/(loss) before income tax | 877 | (1,132) | |
Income tax expense | |||
Loss for the period | 877 | (1,132) | |
Operating segments [Member] | New Zealand Wholesale [Member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | 1,569 | 4,556 | |
Revenue | 1,569 | 4,556 | |
Cost of sales | (820) | (3,695) | |
Gross margin | 749 | 861 | |
Other segment expenses | [1] | (636) | (672) |
Administrative expenses | |||
Corporate expenses | |||
Other foreign exchange gain/loss | |||
EBITDA | 113 | 189 | |
Brand transition, restructure and transaction expenses | |||
Finance expense | |||
Impairment expense | |||
Depreciation and amortization | |||
Fair value (gain)/loss on foreign exchange contracts | |||
Unrealised foreign exchange gain/(loss) | |||
Fair value gain/(loss) on Convertible Note derivative | |||
Profit/(loss) before income tax | 113 | 189 | |
Income tax expense | |||
Loss for the period | 113 | 189 | |
Operating segments [Member] | Australia Wholesale [Member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | 3,289 | 6,757 | |
Revenue | 3,289 | 6,757 | |
Cost of sales | (2,545) | (5,246) | |
Gross margin | 744 | 1,511 | |
Other segment expenses | [1] | (1,299) | (1,726) |
Administrative expenses | |||
Corporate expenses | |||
Other foreign exchange gain/loss | |||
EBITDA | (555) | (215) | |
Brand transition, restructure and transaction expenses | |||
Finance expense | |||
Impairment expense | |||
Depreciation and amortization | |||
Fair value (gain)/loss on foreign exchange contracts | |||
Unrealised foreign exchange gain/(loss) | |||
Fair value gain/(loss) on Convertible Note derivative | |||
Profit/(loss) before income tax | (555) | (215) | |
Income tax expense | |||
Loss for the period | (555) | (215) | |
Operating segments [Member] | US Wholesale [Member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | 3,242 | 3,047 | |
Revenue | 3,242 | 3,047 | |
Cost of sales | (2,374) | (2,923) | |
Gross margin | 868 | 124 | |
Other segment expenses | [1] | (1,303) | (1,187) |
Administrative expenses | |||
Corporate expenses | |||
Other foreign exchange gain/loss | |||
EBITDA | (435) | (1,063) | |
Brand transition, restructure and transaction expenses | |||
Finance expense | |||
Impairment expense | |||
Depreciation and amortization | |||
Fair value (gain)/loss on foreign exchange contracts | |||
Unrealised foreign exchange gain/(loss) | |||
Fair value gain/(loss) on Convertible Note derivative | |||
Profit/(loss) before income tax | (435) | (1,063) | |
Income tax expense | |||
Loss for the period | (435) | (1,063) | |
Operating segments [Member] | Europe Wholesale [Member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | 314 | 3,813 | |
Revenue | 314 | 3,813 | |
Cost of sales | (130) | (3,007) | |
Gross margin | 184 | 806 | |
Other segment expenses | [1] | (127) | (1,166) |
Administrative expenses | |||
Corporate expenses | |||
Other foreign exchange gain/loss | |||
EBITDA | 57 | (360) | |
Brand transition, restructure and transaction expenses | |||
Finance expense | |||
Impairment expense | |||
Depreciation and amortization | |||
Fair value (gain)/loss on foreign exchange contracts | |||
Unrealised foreign exchange gain/(loss) | |||
Fair value gain/(loss) on Convertible Note derivative | |||
Profit/(loss) before income tax | 57 | (360) | |
Income tax expense | |||
Loss for the period | 57 | (360) | |
Operating segments [Member] | E-Commerce [Member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | 14,680 | 14,248 | |
Revenue | 14,680 | 14,248 | |
Cost of sales | (10,417) | (10,234) | |
Gross margin | 4,263 | 4,014 | |
Other segment expenses | [1] | (6,169) | (5,375) |
Administrative expenses | |||
Corporate expenses | |||
Other foreign exchange gain/loss | |||
EBITDA | (1,906) | (1,361) | |
Brand transition, restructure and transaction expenses | |||
Finance expense | |||
Impairment expense | |||
Depreciation and amortization | |||
Fair value (gain)/loss on foreign exchange contracts | |||
Unrealised foreign exchange gain/(loss) | |||
Fair value gain/(loss) on Convertible Note derivative | |||
Profit/(loss) before income tax | (1,906) | (1,361) | |
Income tax expense | |||
Loss for the period | (1,906) | (1,361) | |
Operating segments [Member] | Unallocated [member] | |||
Statement Line Items [Line Items] | |||
Revenue from external customers | |||
Revenue | |||
Cost of sales | (2,016) | (2,109) | |
Gross margin | (2,016) | (2,109) | |
Other segment expenses | [1] | ||
Administrative expenses | (558) | (661) | |
Corporate expenses | (5,656) | (10,672) | |
Other foreign exchange gain/loss | (329) | 845 | |
EBITDA | (8,559) | (12,597) | |
Brand transition, restructure and transaction expenses | (5,846) | (5,157) | |
Finance expense | (2,230) | (2,454) | |
Impairment expense | (6,849) | (4,182) | |
Depreciation and amortization | (4,567) | (1,190) | |
Fair value (gain)/loss on foreign exchange contracts | 729 | 2,306 | |
Unrealised foreign exchange gain/(loss) | 553 | 383 | |
Fair value gain/(loss) on Convertible Note derivative | (775) | ||
Profit/(loss) before income tax | (26,769) | (23,666) | |
Income tax expense | (761) | 411 | |
Loss for the period | $ (27,530) | $ (23,255) | |
[1] | Other segment expenses relate to brand management expenses and some corporate expenses. |
Property, Plant and Equipment -
Property, Plant and Equipment - Disclosure of Detailed Information About Property, Plant and Equipment (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 |
Statement Line Items [Line Items] | |||
Property, plant and equipment | $ 4,191 | $ 3,763 | $ 4,054 |
Plant, Furniture, Fittings and Motor Vehicles [Member] | |||
Statement Line Items [Line Items] | |||
Property, plant and equipment | 1,526 | 499 | 488 |
Plant, Furniture, Fittings and Motor Vehicles [Member] | At Cost [Member] | |||
Statement Line Items [Line Items] | |||
Property, plant and equipment | 26,757 | 25,666 | |
Plant, Furniture, Fittings and Motor Vehicles [Member] | Accumulated Depreciation [Member] | |||
Statement Line Items [Line Items] | |||
Property, plant and equipment | (25,231) | (25,167) | |
Leasehold improvements [Member] | |||
Statement Line Items [Line Items] | |||
Property, plant and equipment | 2,665 | 3,264 | $ 3,566 |
Leasehold improvements [Member] | At Cost [Member] | |||
Statement Line Items [Line Items] | |||
Property, plant and equipment | 11,396 | 12,035 | |
Leasehold improvements [Member] | Accumulated Depreciation [Member] | |||
Statement Line Items [Line Items] | |||
Property, plant and equipment | $ (8,731) | $ (8,771) |
Property, Plant and Equipment_2
Property, Plant and Equipment - Disclosure of Detailed Information About Movements in Carrying Amounts of Property, Plant and Equipment (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jan. 31, 2019 | |
Statement Line Items [Line Items] | ||
Balance at the beginning of the period | $ 3,763 | $ 4,054 |
Additions | 605 | 2,137 |
Disposals | (29) | (2,450) |
Depreciation expense | (213) | (1,082) |
Reclassification from intangible assets | 51 | |
Impairment | (211) | |
Foreign exchange movements | 14 | 1,315 |
Balance at the end of the period | 4,191 | 3,763 |
Leasehold improvements [Member] | ||
Statement Line Items [Line Items] | ||
Balance at the beginning of the period | 3,264 | 3,566 |
Additions | 139 | |
Disposals | (105) | |
Depreciation expense | (241) | (481) |
Reclassification from intangible assets | (351) | |
Impairment | ||
Foreign exchange movements | (7) | 145 |
Balance at the end of the period | 2,665 | 3,264 |
Plant, Furniture, Fittings and Motor Vehicles [Member] | ||
Statement Line Items [Line Items] | ||
Balance at the beginning of the period | 499 | 488 |
Additions | 605 | 1,998 |
Disposals | (29) | (2,345) |
Depreciation expense | 28 | (601) |
Reclassification from intangible assets | 402 | |
Impairment | (211) | |
Foreign exchange movements | 21 | 1,170 |
Balance at the end of the period | $ 1,526 | $ 499 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - NZD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | Jan. 31, 2019 | |
Disclosure of detailed information about intangible assets [line items] | |||
Impairment loss recognised in profit or loss, goodwill | $ 2,480 | $ 3,399 | |
Increase in post-tax discount rate | 2.10% | ||
Decrease in sales growth rate | 0.00% | ||
Impact of possible changes in key assumptions used in impairment test calculations | A 2.1% increase in the post-tax discount rate would result in an impairment of $5,604 thousand (31 January 2019: an increase of 2.1% would result an impairment of $951 thousand) against the carrying amount of the indefinite-lived brand intangibles. A reduction of the sales growth rate to 0% would result in an impairment of $6,052 thousand (31 January 2019: a reduction to 0% would result an impairment of $1,554 thousand) against the carrying amount of the indefinite-lived brand intangible assets. | ||
Impairment of intangible assets | $ 951 | ||
FOH License [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Amount of fair value less costs | $ 1,914 | ||
Sales growth rate used to extrapolate cash flow projections | 5.00% | ||
Royalty rate | 5.00% | ||
Cash flow forecast period | 5 years | ||
Post-tax discount rate | 10.50% | ||
Growth rate used to extrapolate cash flow projections | 2.00% | ||
Brands [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Amount of fair value less costs | $ 2,130 | ||
Sales growth rate used to extrapolate cash flow projections | 2.50% | 2.50% | |
Royalty rate | 5.00% | 5.00% | |
Cash flow forecast period | 5 years | 5 years | |
Growth rate used to extrapolate cash flow projections | 2.00% | 2.00% | |
US Brands [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Post-tax discount rate | 10.50% | 10.50% | |
NZ Brands [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Post-tax discount rate | 11.75% | 11.75% | |
Software [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Impairment loss recognised in profit or loss, goodwill | $ 200 |
Intangible Assets - Disclosure
Intangible Assets - Disclosure of Detailed Information About Intangible Assets (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 |
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | $ 32,431 | $ 37,864 | $ 17,287 |
Goodwill [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | 2,320 | 2,399 | |
Goodwill [Member] | At Cost [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | 5,993 | 5,607 | |
Goodwill [Member] | Impairment [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | (5,993) | (3,287) | |
Patents and Licences [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | 24,202 | 25,075 | 217 |
Patents and Licences [Member] | At Cost [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | 27,157 | 25,993 | |
Patents and Licences [Member] | Accumulated Depreciation [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | (2,955) | (918) | |
Brands [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | 8,229 | 10,205 | 14,395 |
Brands [Member] | At Cost [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | 14,901 | 14,769 | |
Brands [Member] | Accumulated Depreciation [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | (6,672) | (4,563) | |
Software [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | 263 | $ 276 | |
Software [Member] | At Cost [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | 15,716 | 15,718 | |
Software [Member] | Accumulated Depreciation [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Total intangible assets and goodwill | $ (15,716) | $ (15,455) |
Intangible Assets - Disclosur_2
Intangible Assets - Disclosure of Detailed Information About Movements in Carrying Amounts of Intangible Assets (Details) - NZD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 | |
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the period | $ 37,864 | $ 17,287 | |
Additions | 24,957 | ||
Disposals | |||
Amortisation expense | (9) | (111) | |
Impairment | (6,849) | (3,867) | |
Reclassification to tangible fixed assets | (51) | ||
Foreign exchange movements | 1,477 | (403) | |
Closing value | 32,431 | 37,864 | $ 17,287 |
Goodwill [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the period | 2,320 | 2,399 | |
Additions | |||
Disposals | |||
Amortisation expense | |||
Impairment | (2,480) | ||
Reclassification to tangible fixed assets | |||
Foreign exchange movements | 160 | (79) | |
Closing value | 2,320 | 2,399 | |
Patents and Licences [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the period | 25,075 | 217 | |
Additions | 24,957 | ||
Disposals | |||
Amortisation expense | (99) | ||
Impairment | (2,037) | ||
Reclassification to tangible fixed assets | |||
Foreign exchange movements | 1,164 | ||
Closing value | 24,202 | 25,075 | 217 |
Brands [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the period | 10,205 | 14,395 | |
Additions | |||
Disposals | |||
Amortisation expense | |||
Impairment | (2,130) | (3,867) | |
Reclassification to tangible fixed assets | |||
Foreign exchange movements | 154 | (323) | |
Closing value | 8,229 | 10,205 | 14,395 |
Software [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the period | 263 | 276 | |
Additions | |||
Disposals | |||
Amortisation expense | (9) | (12) | |
Impairment | (202) | (64) | |
Reclassification to tangible fixed assets | (51) | ||
Foreign exchange movements | (1) | (1) | |
Closing value | $ 263 | $ 276 |
Intangible Assets - Disclosur_3
Intangible Assets - Disclosure of Information for Cash-generating Units (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Disclosure of detailed information about intangible assets [line items] | ||
Impairment of expense | $ 2,480 | $ 3,399 |
United States [Member] | ||
Disclosure of detailed information about intangible assets [line items] | ||
Impairment of expense | $ 2,480 | $ 3,399 |
Intangible Assets - Disclosur_4
Intangible Assets - Disclosure of Impairment of Intangible Assets (Details) - NZD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2019 | Jan. 31, 2019 | Jul. 31, 2018 | |
Disclosure of detailed information about intangible assets [line items] | |||
Impairment of intangible assets | $ 6,849 | $ 3,867 | |
FOH License [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Impairment of intangible assets | 1,914 | ||
Naked Patents & Licence [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Impairment of intangible assets | 123 | ||
Patents & Licence [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Impairment of intangible assets | 2,037 | ||
Brands - Naked [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Impairment of intangible assets | 2,130 | 696 | |
Software [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Impairment of intangible assets | $ 202 | $ 64 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Derivative Financial Instruments (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 |
Derivative Financial Instruments | ||
Current liabilities | $ 1,484 |
Trade and Other Payables - Disc
Trade and Other Payables - Disclosure of Detailed Information About Trade and Other Current Payables (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 |
Trade and other payables [abstract] | ||
Trade payables | $ 16,537 | $ 23,580 |
Accruals | 6,673 | 10,150 |
Employee benefits liabilities | 1,908 | 1,815 |
Trade and other current payables | $ 25,118 | $ 35,545 |
Borrowings (Details Narrative)
Borrowings (Details Narrative) - NZD ($) $ / shares in Units, $ in Thousands | Dec. 13, 2019 | May 13, 2019 | Jul. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2019 |
Guarantees and Financial Instruments [Member] | |||||
Statement Line Items [Line Items] | |||||
Current borrowing amount | $ 1,016 | ||||
Bank of New Zealand [Member] | |||||
Statement Line Items [Line Items] | |||||
Description of borrowings | Under the terms of the major borrowing facility, the facility covenants were reset at 1 May 2019 after breaches of covenants during the period, and is currently subject to a minimum monthly inventory-bank debt cover ratio of 1.2. This ratio has been breached every month through to the date of signing of these reports, triggering an event of review. | ||||
Term Loan Facility [Member] | |||||
Statement Line Items [Line Items] | |||||
Notional amount | $ 20,000 | ||||
Borrowings, maturity date | Dec. 31, 2019 | ||||
Borrowings, interest rate | 5.66% | 5.55% | |||
Convertible Notes [Member] | |||||
Statement Line Items [Line Items] | |||||
Current borrowing amount | $ 4,700 | ||||
Convertible Notes [Member] | Private Investor [Member] | |||||
Statement Line Items [Line Items] | |||||
Notional amount | $ 3,320 | ||||
Borrowings, maturity date | Nov. 13, 2020 | ||||
Borrowings, interest rate | 10.00% | ||||
Convertible premium percentage | 15.00% | ||||
Convertible Notes [Member] | Note Holder [Member] | |||||
Statement Line Items [Line Items] | |||||
Ordinary shares price per share | $ 0.90 | ||||
Other Loans [Member] | |||||
Statement Line Items [Line Items] | |||||
Current borrowing amount | $ 1,300 | $ 1,200 | |||
Events occurring after reporting date [Member] | Note Holder [Member] | |||||
Statement Line Items [Line Items] | |||||
Right to redemption of maximum portion of the note | $ 400 | ||||
Events occurring after reporting date [Member] | Term Loan Facility [Member] | |||||
Statement Line Items [Line Items] | |||||
Notional amount | $ 20,000 |
Borrowings - Disclosure of Deta
Borrowings - Disclosure of Detailed Information About Borrowings (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 |
Borrowings - Disclosure Of Detailed Information About Borrowings | ||
Bank loans | $ 20,000 | $ 20,000 |
Debt issuance costs in relation to bank loan | (270) | |
Convertible notes | 4,681 | |
Other loan | 1,294 | 1,237 |
Current borrowings and current portion of non-current borrowings | $ 25,975 | $ 20,967 |
Provisions (Details Narrative)
Provisions (Details Narrative) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2019 | Jan. 31, 2019 | |
Provisions [abstract] | ||
Pre-tax discount rate applied to provisions calculations | 2.00% | 2.00% |
Provisions - Disclosure of Deta
Provisions - Disclosure of Detailed Information About Provisions (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 |
Statement Line Items [Line Items] | ||
Current provisions | $ 863 | $ 921 |
Non-current provisions | 1,517 | 2,372 |
Lease Contributions Provision [Member] | ||
Statement Line Items [Line Items] | ||
Current provisions | 179 | |
Non-current provisions | 906 | |
Make Good Provision [Member] | ||
Statement Line Items [Line Items] | ||
Current provisions | 863 | 742 |
Non-current provisions | $ 1,517 | $ 1,466 |
Provisions - Disclosure of De_2
Provisions - Disclosure of Detailed Information About Reconciliation of Changes in Other Provisions (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jan. 31, 2019 | |
Statement Line Items [Line Items] | ||
Opening balance | $ 3,293 | $ 3,558 |
Impact of IFRS 16 | (786) | |
Additional provisions recognised | 1,179 | |
Unused amounts reversed | (662) | |
Unwinding of discounts | 271 | |
Amounts used during the year | (58) | (475) |
Other movements | (69) | |
Exchange differences | 72 | |
Ending Balance | 2,380 | 3,293 |
Lease Contributions Provision [Member] | ||
Statement Line Items [Line Items] | ||
Opening balance | 1,085 | 1,146 |
Impact of IFRS 16 | (1,085) | |
Additional provisions recognised | 236 | |
Unused amounts reversed | ||
Unwinding of discounts | ||
Amounts used during the year | (293) | |
Other movements | ||
Exchange differences | 34 | |
Ending Balance | 1,085 | |
Onerous Contracts Provision [Member] | ||
Statement Line Items [Line Items] | ||
Opening balance | 49 | |
Impact of IFRS 16 | ||
Additional provisions recognised | ||
Unused amounts reversed | ||
Unwinding of discounts | ||
Amounts used during the year | (49) | |
Other movements | ||
Exchange differences | ||
Ending Balance | ||
Make Good Provision [Member] | ||
Statement Line Items [Line Items] | ||
Opening balance | 2,208 | 2,363 |
Impact of IFRS 16 | 299 | |
Additional provisions recognised | 595 | |
Unused amounts reversed | (662) | |
Unwinding of discounts | 271 | |
Amounts used during the year | (58) | (77) |
Other movements | (69) | |
Exchange differences | 38 | |
Ending Balance | $ 2,380 | $ 2,208 |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - shares | Jul. 31, 2019 | Jan. 31, 2019 |
Disclosure of classes of share capital [abstract] | ||
Number of warrants outstanding | 40,713,000 | 4,900 |
Share Capital - Disclosure of D
Share Capital - Disclosure of Detailed Information About Share Capital (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 |
Disclosure of classes of share capital [abstract] | ||
Shares Outstanding Value | $ 155,536 | $ 134,183 |
Share Capital - Disclosure of_2
Share Capital - Disclosure of Detailed Information About Share Capital (Details) (Parenthetical) - shares | Jul. 31, 2019 | Jan. 31, 2019 |
Ordinary share [Member] | ||
Disclosure of classes of share capital [line items] | ||
Number of shares outstanding | 108,603,213 | 29,640,965 |
Share Capital - Disclosure of_3
Share Capital - Disclosure of Detailed Information About Ordinary Shares Explanatory (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jan. 31, 2019 | |
Disclosure of classes of share capital [line items] | ||
Balance, beginning | $ 134,183 | |
Balance, ending | 155,536 | $ 134,183 |
Ordinary share [Member] | ||
Disclosure of classes of share capital [line items] | ||
Balance, beginning | 134,183 | 117,183 |
Issuance of ordinary shares, cash collected | 9,923 | 6,081 |
Issuance of ordinary shares, Settle related party loan | 1,449 | |
Issuance of new shares, Shares issued in lieu of consultancy fee | 129 | |
Shares issued in lieu of inventory payment | 9,661 | 4,047 |
Issuance of ordinary shares, warrant issued | 191 | |
Asset acquisition of FOH Online Inc. | 6,872 | |
Balance, ending | $ 155,536 | $ 134,183 |
Share Capital - Disclosure of W
Share Capital - Disclosure of Warrants Outstanding (Details) - $ / shares | 6 Months Ended | |
Jul. 31, 2019 | Jan. 31, 2019 | |
Disclosure of classes of share capital [line items] | ||
Number of warrants outstanding | 40,713,000 | 4,900 |
Warrants One [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Mar-19 | |
Expiry date | Mar-23 | |
Number of warrants outstanding | 1,400,000 | |
Warrants Two [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Mar-19 | |
Expiry date | Mar-24 | |
Number of warrants outstanding | 10,196,000 | |
Warrants Three [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Apr-19 | |
Expiry date | Apr-22 | |
Number of warrants outstanding | 50,000 | |
Warrants Three [Member] | Top of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 0.01 | |
Warrants Three [Member] | Bottom of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 0.50 | |
Warrants Four [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | May-19 | |
Expiry date | May-21 | |
Number of warrants outstanding | 1,000,000 | |
Warrants Five [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Jul-19 | |
Expiry date | May-25 | |
Number of warrants outstanding | 17,010,000 | |
Warrants Six [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Mar-19 | |
Expiry date | Mar-21 | |
Number of warrants outstanding | 4,228,000 | |
Warrants Six [Member] | Top of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 1 | |
Warrants Six [Member] | Bottom of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 0.50 | |
Warrants Seven [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Nov-17 | |
Expiry date | Nov-21 | |
Number of warrants outstanding | 200,000 | |
Warrants Seven [Member] | Top of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 1.50 | |
Warrants Seven [Member] | Bottom of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 2 | |
Warrants Eight [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Oct-18 | |
Expiry date | Oct-21 | |
Number of warrants outstanding | 2,000,000 | |
Warrants Nine [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Nov-17 | |
Expiry date | Nov-19 | |
Number of warrants outstanding | 288,000 | |
Warrants Ten [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Dec-17 | |
Expiry date | Dec-20 | |
Number of warrants outstanding | 1,066,000 | |
Warrants Eleven [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Apr-18 | |
Expiry date | Apr-20 | |
Number of warrants outstanding | 514,000 | |
Warrants Twelve [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | May-18 | |
Expiry date | May-20 | |
Number of warrants outstanding | 203,000 | |
Warrants Twelve [Member] | Top of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 4 | |
Warrants Twelve [Member] | Bottom of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 2.01 | |
Warrants Thirteen [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Jun-18 | |
Expiry date | Jun-20 | |
Number of warrants outstanding | 343,000 | |
Warrants Fourteen [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Jun-18 | |
Expiry date | Jun-23 | |
Number of warrants outstanding | 800,000 | |
Warrants Fifteen [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Jul-18 | |
Expiry date | Aug-19 | |
Number of warrants outstanding | 267,000 | |
Warrants Sixteen [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Mar-19 | |
Expiry date | Jun-20 | |
Number of warrants outstanding | 667,000 | |
Warrants Seventeen [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | May-18 | |
Expiry date | May-21 | |
Number of warrants outstanding | 282,000 | |
Warrants Seventeen [Member] | Top of Range [Member] | ||
Disclosure of classes of share capital [line items] | ||
Average exercise price | $ 4.01 | |
Warrants Eighteen [Member] | ||
Disclosure of classes of share capital [line items] | ||
Issuance date of warrants | Apr-19 | |
Expiry date | Jan-21 | |
Number of warrants outstanding | 200,000 |
Right-of-Use Assets (Details Na
Right-of-Use Assets (Details Narrative) | 6 Months Ended |
Jul. 31, 2019 | |
Right-of-use Assets | |
Lease term | 3 years |
Right-of-Use Assets - Disclosur
Right-of-Use Assets - Disclosure of Right-of-Use Assets (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2019NZD ($) | |
Statement Line Items [Line Items] | |
Balance as at 1 February | |
Additions to right-of-use-assets | 2,553 |
Depreciation charge for the year | (4,345) |
Balance at 31 July 2019 | 25,683 |
Land and Buildings [Member] | |
Statement Line Items [Line Items] | |
Balance as at 1 February | 26,933 |
Additions to right-of-use-assets | 2,481 |
Depreciation charge for the year | (4,224) |
Balance at 31 July 2019 | 25,190 |
Plant, Furniture, Fittings and Motor Vehicles [Member] | |
Statement Line Items [Line Items] | |
Balance as at 1 February | 542 |
Additions to right-of-use-assets | 72 |
Depreciation charge for the year | (121) |
Balance at 31 July 2019 | $ 493 |
Right-of-Use Assets - Disclos_2
Right-of-Use Assets - Disclosure of Amounts Recognised in Profit or Loss (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Right-of-use Assets | ||
Interest of lease liabilities | $ 857 |
Earnings Per Share - Disclosure
Earnings Per Share - Disclosure of Detailed Information About Earning Loss Per Share (Details) - NZD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Earnings per share from loss from continuing operations attributable to the ordinary equity holders of Naked Brand Group Limited | ||
From continuing operations attributable to the ordinary equity holders of the company | $ (0.52) | $ (1.28) |
Total basic and diluted loss per share attributable to the ordinary equity holders of the company | $ (0.52) | $ (1.28) |
Loss attributable to the ordinary equity holders of the company used in calculating basic earnings per share: | $ (27,215) | $ (26,515) |
Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share | 55,007,126 | 20,692,359 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities (Details) - Recurring fair value measurement [member] - Foreign exchange contracts [Member] - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 |
Disclosure of fair value measurement [Line Items] | ||
Financial liabilities | $ 1,484 | |
Level 1 of fair value hierarchy [member] | ||
Disclosure of fair value measurement [Line Items] | ||
Financial liabilities | ||
Level 2 of fair value hierarchy [member] | ||
Disclosure of fair value measurement [Line Items] | ||
Financial liabilities | 1,484 | |
Level 3 of fair value hierarchy [member] | ||
Disclosure of fair value measurement [Line Items] | ||
Financial liabilities |
Related Parties (Details Narrat
Related Parties (Details Narrative) - Whitespace Atelier Limited [Member] - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jan. 31, 2019 | |
Statement Line Items [Line Items] | ||
Purchases of goods, related party transactions | $ 4,300 | $ 6,000 |
Prepayments | $ 300 |
Related Parties - Disclosure of
Related Parties - Disclosure of Transactions Between Related Parties (Details) - NZD ($) $ in Thousands | Jul. 31, 2019 | Jan. 31, 2019 |
Whitespace Atelier Limited [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Loans to related parties, opening balance | $ 282 | $ 273 |
Loans to related parties, closing balance | 282 | |
SBL Holdings [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Loans from related parties, opening balance | (1,449) | |
Loans from related parties, closing balance | (1,449) | |
EJ Watson [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Loans from related parties, opening balance | (2,289) | |
Loans from related parties, closing balance | $ (2,651) | $ (2,289) |
Cash Flow Information - Schedul
Cash Flow Information - Schedule of Cash Flow Information (Details) - NZD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Cash Flow Information | ||
Loss for the period | $ (28,729) | $ (26,094) |
Cash flows excluded from loss attributable to operating activities - interest paid on borrowings | 1,025 | 2,229 |
Cash flows excluded from loss attributable to operating activities - interest paid on lease liabilities | 857 | |
Non-cash flows in loss: - depreciation and amortisation expense | 4,567 | 1,190 |
Non-cash flows in loss: - impairment expense | 6,849 | 4,181 |
Non-cash flows in loss: - fair value gain/(loss) on convertible notes derivative | 775 | |
Net changes in assets and liabilities | 5,862 | 13,231 |
- net exchange differences | (120) | 60 |
Cash flow from operations | $ (9,689) | $ (4,428) |
Events Occurring After the Re_2
Events Occurring After the Reporting Date (Details Narrative) | Oct. 09, 2019USD ($)$ / shares | Dec. 31, 2019NZD ($)$ / shares | Dec. 20, 2019 | Nov. 30, 2019USD ($)$ / shares | Oct. 31, 2019NZD ($) | Oct. 31, 2019USD ($) | Aug. 31, 2019NZD ($)$ / sharesshares | Aug. 31, 2019USD ($)shares | Nov. 30, 2019NZD ($)shares | Nov. 30, 2019USD ($)$ / sharesshares | Nov. 21, 2019USD ($) | Aug. 31, 2019USD ($)$ / sharesshares | Feb. 05, 2019$ / shares |
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Bid price of ordinary shares, per share | $ / shares | $ 1 | ||||||||||||
Events occurring after reporting date [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Number of shares issued | shares | 28,571,431 | 28,571,431 | |||||||||||
Share price per share | $ / shares | $ 0.07 | ||||||||||||
Number of warrants to purchase ordinary shares | shares | 28,571,431 | 28,571,431 | |||||||||||
Number of shares issued, value | $ 3,100,000 | ||||||||||||
Warrants expiration period | 5 years 6 months | 5 years 6 months | |||||||||||
Reverse stock split, description | Reverse stock split of our Ordinary Shares, pursuant to which every 100 Ordinary Shares outstanding as of the effective time of the reverse stock split were combined into one Ordinary Share. | ||||||||||||
Minimum price per shares required, description | The Nasdaq requirement for a US $1.00 minimum share price. | ||||||||||||
Events occurring after reporting date [Member] | St. George Investments [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Debt instruments issued, convertible note | $ 75,300,000 | $ 12,100,000 | |||||||||||
Reduced Principle value of convertible debt | $ 1,690,000 | ||||||||||||
Events occurring after reporting date [Member] | Certain Designees [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Number of shares issued | shares | 2,285,714 | 2,285,714 | |||||||||||
Warrants expiration period | 5 years 6 months | 5 years 6 months | |||||||||||
Warrants exercise price per share | $ / shares | $ 0.0875 | ||||||||||||
Events occurring after reporting date [Member] | Certain Investors [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Number of warrants to purchase ordinary shares | shares | 18,550,000 | 18,550,000 | |||||||||||
Share expiration, description | Share that expire in October 2021, June 2023 and July 2025. | Share that expire in October 2021, June 2023 and July 2025. | |||||||||||
Events occurring after reporting date [Member] | Suppliers [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Number of ordinary shares exchange for cancellation | shares | 57,142,857 | 57,142,857 | |||||||||||
Value of ordinary shares exchange for cancellation | $ 6,200,000 | ||||||||||||
Events occurring after reporting date [Member] | Private Placement [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Number of warrants to purchase ordinary shares, value | $ 3,200,000 | ||||||||||||
Discount and expenses | $ 2,120,000 | ||||||||||||
Rights to exchange warrant, percentage | 5.00% | 5.00% | |||||||||||
Debt interest rate | 20.00% | 20.00% | |||||||||||
Debt maturity | November 12, 2021 | ||||||||||||
Prepaying premium, percentage | 25.00% | ||||||||||||
Debt instruments issued, convertible note | $ 4,800,000 | ||||||||||||
Convertible debt note | $ 5,000,000 | ||||||||||||
Conversion price per share, description | The note outstanding balance is convertible into ordinary shares from May 13, 2020, at a conversion price of $US 0.04 per share. From May 13, 2020, the holder can request the company redeem any portion of the note, up to a maximum of $US0.4m per month. | ||||||||||||
Events occurring after reporting date [Member] | Holder [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Number of warrants to purchase ordinary shares | shares | 63,400,000 | 63,400,000 | |||||||||||
Warrants expiry date | Nov. 30, 2021 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Number of shares issued, value | $ 2,000,000 | ||||||||||||
Warrants exercise price per share | $ / shares | $ 0.07 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | St. George Investments [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Conversion price per ordinary share | $ / shares | $ 0.028 | ||||||||||||
Reduced Principle value of convertible debt | $ 340,000 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | St. George Investments [Member] | Bottom of Range [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Conversion price per ordinary share | $ / shares | $ 0.020 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | St. George Investments [Member] | Top of Range [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Conversion price per ordinary share | $ / shares | $ 0.025 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | Certain Investors [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Warrants exercise price per share | $ / shares | $ 0.10 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | Holder [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | Suppliers [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Share price per share | $ / shares | $ 0.07 | ||||||||||||
Value of ordinary shares exchange for cancellation | $ 4,000,000 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | Private Placement [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Number of warrants to purchase ordinary shares, value | $ 2,000,000 | ||||||||||||
Conversion price per ordinary share | $ / shares | $ 0.04 | ||||||||||||
Debt instruments issued, convertible note | $ 3,000,000 | ||||||||||||
Convertible debt note | $ 3,170,000 | ||||||||||||
Cash consideration | $ 3,000,000 | ||||||||||||
Events occurring after reporting date [Member] | US [Member] | Holder [Member] | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Promissory notes outstanding | $ 106,100 | $ 2,510,000 | |||||||||||
Debt interest rate | 20.00% | ||||||||||||
Debt maturity | October 4, 2021 | ||||||||||||
Prepaying premium, percentage | 25.00% | ||||||||||||
Conversion price per ordinary share | $ / shares | $ 0.05 |