Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Jan. 31, 2019 | Jun. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | NAKED BRAND GROUP Ltd | |
Entity Central Index Key | 0001707919 | |
Document Type | 20-F/A | |
Document Period End Date | Jan. 31, 2019 | |
Amendment Flag | true | |
Amendment Description | On October 10, 2019, following the approval of our audit committee, we engaged BDO Audit Pty Ltd ("BDO") as the principal accountant to audit the Company's financial statements, which engagement was approved by our shareholders at our annual general meeting held on December 16, 2019. BDO has re-audited our financial statements for the fiscal years ended January 31, 2019 and 2018 and for the seven months ended January 31, 2017. This Form 20-F/A is being filed by us as Amendment No. 1 to our annual report on Form 20-F for the fiscal year ended January 31, 2019, as filed with the Securities and Exchange Commission on June 14, 2019 (the "Original Form 20-F"), solely for the purpose of: amending and restating Items 17 and 18 to include our consolidated financial statements as re-audited by BDO. The only changes to our consolidated financial statements were to update Note 2(a) thereto ("Going Concern") and Note 36 ("Events occurring after the reporting date") to reflect events that occurred after June 20, 2019, the date the consolidated financial statements were initially issued; and amending and restating Item 5 to reflect the changes to Note 2(a) and Note 36 to our consolidated financial statements. Other than as stated above, this Form 20-F/A does not amend, update or restate the information in any other item of the Form 20-F as originally filed on June 14, 2019 or reflect any events that have occurred after the original filing of the Form 20-F on June 14, 2019. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 20-F/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. On December 20, 2019, we completed 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. All share and per share information in this MD&A is presented on a pre-reverse split basis. | |
Current Fiscal Year End Date | --01-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 59,487,636 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 |
Consolidated Statement of Profi
Consolidated Statement of Profit or Loss and Other Comprehensive Income $ in Thousands | 7 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2017NZD ($) | Jan. 31, 2017$ / shares | Jan. 31, 2019NZD ($) | Jan. 31, 2019$ / shares | Jan. 31, 2018NZD ($) | Jan. 31, 2018$ / shares | Jun. 30, 2016NZD ($) | Jun. 30, 2016$ / shares | |
Profit or loss [abstract] | ||||||||
Revenue | $ 96,284 | $ 111,920 | $ 131,388 | $ 151,000 | ||||
Cost of goods sold | (57,144) | (74,480) | (87,459) | (83,525) | ||||
Gross profit | 39,140 | 37,440 | 43,929 | 67,475 | ||||
Brand management | (32,040) | (49,256) | (53,653) | (48,362) | ||||
Administrative expenses | (2,383) | (3,432) | (4,131) | (4,090) | ||||
Corporate expenses | (8,082) | (14,145) | (12,851) | (13,002) | ||||
Finance expense | (6,238) | (4,041) | (8,791) | (10,409) | ||||
Brand transition, restructure and transaction expenses | (1,321) | (10,075) | (3,272) | (2,232) | ||||
Impairment expense | (292) | (8,173) | (1,914) | (2,157) | ||||
Other foreign currency gains/(losses) | (3,306) | 1,963 | 757 | (2,423) | ||||
Fair value gain/(loss) on Convertible Notes derivative | (592) | (775) | 2,393 | |||||
Loss before income tax | (15,114) | (50,494) | (37,533) | (15,200) | ||||
Income tax (expense)/benefit | (865) | 1,274 | (60) | (5,546) | ||||
Loss for the period | (15,979) | (49,220) | (37,593) | (20,746) | ||||
Items that may be reclassified to profit or loss | ||||||||
Exchange differences on translation of foreign operations | (29) | (7) | 148 | 31 | ||||
Other comprehensive income/(loss) for the period, net of tax | (29) | (7) | 148 | 31 | ||||
Total comprehensive income/(loss) for the period | (16,008) | (49,227) | (37,445) | (20,715) | ||||
Total comprehensive income/(loss) attributable to: | ||||||||
Owners of Naked Brand Group Limited | $ (16,008) | $ (49,227) | $ (37,445) | $ (20,715) | ||||
Loss per share for profit from continuing operations attributable to the ordinary equity holders of the Group: | ||||||||
Basic loss per share (NZ$) | $ / shares | $ (0.82) | $ (2.01) | $ (1.79) | $ (1.13) | ||||
Diluted loss per share (NZ$) | $ / shares | $ (0.82) | $ (2.01) | $ (1.79) | $ (1.13) |
Consolidated Balance Sheets
Consolidated Balance Sheets - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 1,962 | $ 10,739 | $ 2,644 |
Trade and other receivables | 9,650 | 13,165 | 28,090 |
Inventories | 21,120 | 31,113 | 37,751 |
Current tax receivable | 355 | 52 | |
Related party receivables | 282 | 15,326 | 13,051 |
TOTAL CURRENT ASSETS | 33,370 | 70,343 | 81,588 |
NON-CURRENT ASSETS | |||
Property, plant and equipment | 3,763 | 4,741 | 4,964 |
Deferred tax assets | 692 | ||
Intangible assets | 37,864 | 13,012 | 14,680 |
TOTAL NON-CURRENT ASSETS | 42,319 | 17,753 | 19,644 |
TOTAL ASSETS | 75,688 | 88,096 | 101,232 |
CURRENT LIABILITIES | |||
Trade and other payables | 35,545 | 32,516 | 28,565 |
Borrowings | 20,967 | 52,121 | 68,998 |
Foreign currency derivative financial instruments | 1,484 | 2,087 | 4,188 |
Derivative on Convertible Notes | 1,110 | 4,112 | |
Current tax liabilities | 140 | 786 | |
Related party payables | 3,738 | 1,369 | 635 |
Provisions | 921 | 1,106 | 1,528 |
TOTAL CURRENT LIABILITIES | 62,795 | 91,095 | 108,026 |
NON-CURRENT LIABILITIES | |||
Provisions | 2,372 | 2,711 | 2,249 |
TOTAL NON-CURRENT LIABILITIES | 2,372 | 2,711 | 2,249 |
TOTAL LIABILITIES | 65,167 | 93,806 | 110,275 |
NET ASSETS/(LIABILITIES) | 10,519 | (5,710) | (9,043) |
EQUITY | |||
Share capital | 134,183 | 68,727 | 27,948 |
Other reserves | (2,013) | (2,006) | (2,154) |
Accumulated profit/(losses) | (121,651) | (72,431) | (34,838) |
TOTAL EQUITY | $ 10,519 | $ (5,710) | $ (9,044) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - NZD ($) $ in Thousands | Ordinary Shares [Member] | Retained Earnings/ (Accumulated Losses) [Member] | Foreign Currency Translation Reserve [Member] | Total |
Balance at Jun. 30, 2015 | $ 3,108 | $ 1,887 | $ (2,156) | $ 2,839 |
Loss for the year | (20,746) | (20,746) | ||
Other comprehensive income loss for the year | 31 | 31 | ||
Balance at Jun. 30, 2016 | 3,108 | 18,859 | (2,125) | (17,876) |
Loss for the year | (15,979) | (15,979) | ||
Other comprehensive income loss for the year | (29) | (29) | ||
Issuance new shares | 24,840 | 24,840 | ||
Balance at Jan. 31, 2017 | 27,948 | (34,838) | (2,154) | (9,044) |
Loss for the year | (37,593) | (37,593) | ||
Other comprehensive income loss for the year | 148 | 148 | ||
Issuance new shares | 22,990 | 22,990 | ||
Value of conversion rights - convertible notes | 17,789 | 17,789 | ||
Balance at Jan. 31, 2018 | 68,727 | (72,431) | (2,006) | (5,710) |
Loss for the year | (49,220) | (49,220) | ||
Other comprehensive income loss for the year | (7) | (7) | ||
Issuance new shares | 40,228 | 40,228 | ||
Value of conversion rights - convertible notes | 4,159 | 4,159 | ||
Issuance new shares from business combination Naked | 14,196 | 14,196 | ||
Issuance new shares from business combination FOH | 6,873 | 6,873 | ||
Balance at Jan. 31, 2019 | $ 134,183 | $ (121,651) | $ (2,013) | $ 10,519 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Receipts from customers | $ 92,066 | $ 140,736 | $ 159,042 | $ 160,880 |
Payments to suppliers and employees | (105,389) | (149,750) | (163,304) | (165,708) |
Income taxes paid | (195) | (420) | 146 | (530) |
Net cash (outflow) from operating activities | (13,518) | (9,434) | (4,116) | (5,040) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Payment for intangible asset | (351) | (151) | (118) | (475) |
Payments for property, plant and equipment | (723) | (2,585) | (2,194) | (2,703) |
Proceeds from business combination, net of cash acquired | 870 | |||
Net cash (outflow) from investing activities | (1,074) | (1,867) | (2,312) | (3,178) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issue of shares | 23,248 | 22,721 | ||
Proceeds from borrowings - Bank | 1,940 | 463 | 62,127 | |
Proceeds from borrowings - Convertible notes issue | 16,474 | 4,521 | ||
Repayment of borrowings - Bank | (2,832) | (18,489) | (9,684) | (46,986) |
Debt issuance costs | (367) | (322) | (107) | (750) |
Interest paid | (2,133) | (2,269) | (3,418) | (3,140) |
Net cash inflow from financing activities | 13,082 | 2,168 | 14,496 | 11,251 |
Net increase/(decrease) in cash and cash equivalents held | (1,510) | (9,134) | 8,068 | 3,033 |
Cash and cash equivalents at beginning of year | 4,193 | 10,739 | 2,644 | 1,246 |
Effects of exchange rate changes on cash and cash equivalents | (39) | 355 | 27 | (86) |
Cash and cash equivalents at end of the half year | $ 2,644 | $ 1,962 | $ 10,739 | $ 4,193 |
Description of Business
Description of Business | 12 Months Ended |
Jan. 31, 2019 | |
Description Of Business | |
Description of Business | Description of business Naked Brand Group Limited (“the Group”) is a designer, distributor, wholesaler and retailer of women’s and men’s intimates apparel globally. The Group 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 Group 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 financial report covers Naked Brand Group Limited and its controlled entities (‘the Group’). Naked Brand Group Limited is a for-profit Group, incorporated and domiciled in Australia. During the year the following significant changes occurred, of which there is further disclosure contained within this report: ● On 19 th ● On 30 th ● On 15 th The financial report was authorised for issue by the Directors on 31 December 2019. Comparatives are consistent with prior years, unless otherwise stated. The amounts in the financial statements have been rounded to the nearest thousand dollars. |
Basis of Preparation
Basis of Preparation | 12 Months Ended |
Jan. 31, 2019 | |
Basis Of Preparation | |
Basis of Preparation | 1 Basis of Preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Naked Brand Group Limited is a for-profit entity for the purpose of preparing the financial statements. The consolidated financial statements of the Group also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Naked Brand Group Limited (The Group) acquired all the share capital of Bendon Limited as part of a corporate reorganization on 19 June 2018. Following the reorganization, Naked Brand Group Limited completed a merger with Naked Brand Group Inc. which for accounting purposes was treated as an acquisition such that Naked brand group limited is deemed the accounting acquirer of the Naked Brand Group Inc. The reorganization of the ownership of Bendon Limited results in the financial statements of the consolidated Naked Brand Group Limited being a continuation of the Bendon Limited financial statements. The consolidated financial report of Naked Brand Limited represents a full year of Bendon Limited’s financial results plus Naked Brand Group Inc. from the date of acquisition being 19 June 2018 to 31 January 2019. The comparative period represents Bendon Limited and its controlled entities only. (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 | 12 Months Ended |
Jan. 31, 2019 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2 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 financial year ended 31 January 2019 the Group experienced a loss after income tax from continuing operations of NZ$49.227million (2018: NZ$37.445million) and operating cash outflows of NZ$9.434 million (2018: NZ$4.116million). It also is in a net current liability position of $NZ29.426 million (2018: NZ$20.752million) and a positive net asset position of NZ$10.519 million (2018: net liability position of NZ$5.710million). The losses in the year ended 31 January 2019 were a result of reduced revenue from wholesale customers, increased rebates and discounts, and the plateauing of sales in retail outlets believed to be due to the stores and stockists not having new high margin inventory. The business is experiencing challenging trading conditions which have been impacted by the cancellation of the Stella McCartney licence held by the Group which expired on 30 June 2018, 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$10.075 million of non-trading costs in relation to brand transition, restructure, and transaction costs associated with listing the Group on the Nasdaq stock exchange. The Group also has trade creditors that are trading beyond their original credit terms. The Group has also breached its Bank debt loan covenants during financial year, and is the process of extending their facilities which are currently due on 31 January 2020 to provide the Group and the Bank time to consider a refinance of the facility to a longer term to assist the group continue as a going concern. In consequent to the challenging trading conditions and the negative working capital the business raised NZ$24 million of funds in the form of issued capital and convertible notes over the course of the financial year and generated further working capital by reducing inventory by NZ$9.993million. The Group used the funds to reduce the bank debt from NZ$38.489 million to NZ$20 million, reduce long overdue trade creditors, fund operating losses, reduce costs, rebuild higher margin inventory, recruit new staff, and pay the costs of listing on the Nasdaq stock exchange. It is expected the group will need to continue to fund losses through to the start of the year ending 31 January 2022. This capital raising/recapitalisation is continuing, and management had raised US$32.4 million between March 2019 and the date of this report. At the date of this report management is intending on raising up to a further US$15 million. The Group must complete the fundraising to finalise the recapitalization plan and continue as a going concern. As part of the discussions to renegotiate the Bank facilities the Bank appointed Korda Mentha to review the cash flow and working capital history and forecasts. Korda Mentha produced a report which is consistent with the information in this note and the Bank has advised they will continue to monitor the Group’s performance during the Bank debt renegotiation process. The Directors expect the Bank to offer a new two year facility. The offer of a new Bank facility is dependent on the Group achieving inventory covenants set by the Bank, and the Bank being satisfied with the raising of the remaining capital planned of US$15 million. 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. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively. 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 Group 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 Group 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) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to entities in the Group, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Lease payments for operating leases, where substantially all of the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the life of the lease term. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. (f) Revenue and other income Sale of goods Sales of goods through retail stores, e-commerce and wholesale channels are recognised when control of the products have been transferred to the customer which is a point in time. For wholesale and e-commerce sales, risks and rewards are transferred when goods are delivered to customers, and therefore reflects an estimate of shipments that have not been received at year end based on shipping terms and historical delivery times. The Group also provides a reserve for projected merchandise returns based on prior experience. The Group sells gift cards to customers. The Group recognises revenue from gift cards when they are redeemed by the customers. In addition, the Group recognises revenue on all of it’s unredeemed gift cards 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 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. 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 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 if deemed saleable) 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. Other income Other income is recognised on an accruals basis when the Group is entitled to it. (g) 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, 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. (h) 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. (i) 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. (j) 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 assets 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 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. (k) 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 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 Regular way 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. (l) 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. (m) 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. (n) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. (o) 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 paid 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. (p) 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. 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. (q) 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. 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. (r) 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 t |
Changes in Accounting Policies
Changes in Accounting Policies | 12 Months Ended |
Jan. 31, 2019 | |
Changes In Accounting Policies | |
Changes in Accounting Policies | 3 Changes in accounting policies This note explains the impact of the adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers on the group’s financial statements and also discloses the new accounting policies that have been applied from 1 February 2018, where they are different to those applied in prior periods. (a) Impact on the financial statements There were no impacts on the Group’s accounting policies on adoption of IFRS 9 and IFRS 15, and no retrospective adjustments required either. (b) IFRS 9 Financial Instruments – Accounting policies applied from 1 February 2018 Impairment 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. (c) IFRS 15 Revenue from Contracts with Customers – Accounting policies (i) Sale of goods - wholesale The Group sells a range of lingerie products in the wholesale market. Sales are recognised 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. 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 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. |
Critical Accounting Estimates a
Critical Accounting Estimates and Judgments | 12 Months Ended |
Jan. 31, 2019 | |
Critical Accounting Estimates And Judgments | |
Critical Accounting Estimates and Judgments | 4 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 12 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 8 to the consolidated financial statements. 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. |
Revenue and Other Income
Revenue and Other Income | 12 Months Ended |
Jan. 31, 2019 | |
Revenue And Other Income | |
Revenue and Other Income | 5 Revenue and Other Income Revenue from continuing operations For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Gross revenue 120,278 145,452 104,007 163,481 Rebates (8,359 ) (14,064 ) (7,723 ) (12,481 ) 111,920 131,388 96,284 151,000 Sale of goods - Retail 50,443 53,150 34,460 58,837 - Wholesale 29,394 45,901 43,379 77,729 - Online 32,082 32,234 18,157 6,724 111,920 131,285 95,996 143,290 Services - - - 7,702 Other income - 103 288 8 111,920 131,388 96,284 151,000 Sales of goods by geography - New Zealand 40,791 46,665 30,676 62,109 - Australia 32,065 38,208 32,913 53,193 - United States 34,112 32,323 23,146 19,167 - Europe 4,996 14,192 9,549 16,531 111,920 131,388 96,284 151,000 Other income relates to non-recurring advisory, managemen and design services provided to other third party intimates apparel brand owners. All revenue is recognised at a point in time. |
Loss for the Period
Loss for the Period | 12 Months Ended |
Jan. 31, 2019 | |
Loss For Period | |
Loss for the Period | 6 Loss for the Period 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: For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Finance Costs - Interest expense on external borrowings 2,338 5,431 2,923 3,140 - Interest expense on shareholder loans 1,062 2,807 3,040 7,042 - Amortisation on loan set up costs 641 553 275 227 4,041 8,791 6,238 10,409 Other (gains)/losses - Fair value (gain)/loss on foreign exchange contracts 1,065 (502 ) 2,135 7,660 - Net foreign exchange (gains)/losses (3,027 ) (256 ) 171 (5,237 ) (1,963 ) (758 ) 3,306 2,423 For the Year Ended 31 January 2019 For the Year Ended 31 January 2018 For the 7 Months Ended 31 January 2017 For the Year Ended 30 June 2016 Brand transition, restructure and transaction expenses - Brand transition expenses 291 - - 884 - Onerous contracts (109 ) (265 ) 1,166 789 - Restructure expenses 626 215 103 559 - Transaction expenses 9,268 3,322 52 - 10,075 3,272 1,321 2,232 The onerous contracts expense reversal relates to a reversal of the provision raised in the prior year. Transaction expenses relate to costs incurred in respect of the US listing process. The loss for the year includes the following specific expenses: For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Employee benefits expense: - Salaries and wages 30,872 33,613 19,917 33,666 - Defined contribution expenses 508 545 1,022 1,588 31,380 34,158 20,939 35,254 Depreciation 2,151 2,724 1,664 2,966 Amortisation 231 306 178 323 Impairment loss 8,173 1,914 292 2,157 10,555 4,944 2,134 5,446 Rental expense on operating leases: - Lease payments 9,760 10,807 6,485 11,034 - Sublease payments received - (483 ) (354 ) (567 ) 9,760 10,324 6,131 10,467 |
Income Tax Expense_ (Benefit)
Income Tax Expense/ (Benefit) | 12 Months Ended |
Jan. 31, 2019 | |
Income taxes [Abstract] | |
Income Tax Expense/(Benefit) | 7 Income Tax Expense/(benefit) (a) The major components of tax expense/(benefit) comprise: For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Current tax Current tax on profits for the period (667 ) 537 807 301 Adjustments for current tax of prior periods (607 ) (478 ) 58 (344 ) Total current tax expense/(benefit) (1,274 ) 60 865 (43 ) Deferred tax expense/(benefit) Decreased/(increase) in deferred tax assets (note 28) - - - 5,589 Income tax expense/(benefit) for continuing operations (1,274 ) 60 865 5,546 (b) Reconciliation of income tax to accounting profit: Loss before income tax (50,494 ) (37,533 ) (15,114 ) (15,200 ) Tax at New Zealand tax rate of 28% (14,138 ) (10,509 ) (4,232 ) (4,256 ) Tax effect of: - permanent differences (including impairment expense) 753 (105 ) (6 ) 757 - adjustments in respect of current income tax of previous years (522 ) (449 ) 41 (237 ) - effects of different tax rates of subsidiaries operating in other jurisdictions 493 (30 ) (15 ) (42 ) - deferred tax assets relating to prior periods no longer recognised (note 28) 12,077 11,150 5,119 3,934 - deferred tax assets relating to the current year not brought to account - 5,589 - other 63 3 (42 ) (199 ) Income tax expense/(benefit) (1,274 ) 60 865 5,546 (c) Tax losses not recognised For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Unused tax losses for which no deferred tax asset has been recognised 130,587 87,455 43,269 23,765 Potential tax benefit at 28% 36,564 24,487 12,115 6,654 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 January 2019. Unused tax losses do not have an expiry date. (d) Temporary differences not recognised For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Temporary differences for which no deferred tax asset has been recognised 14,504 14,661 18,703 19,924 Potental tax benefit at 28% 4,061 4,105 5,237 5,579 |
Business Combination
Business Combination | 12 Months Ended |
Jan. 31, 2019 | |
Business Combination | |
Business Combination | 8 Business Combination On 19th June 2018, Bendon Limited (Bendon) and Naked Brand Group Inc. (Naked) completed a business combination pursuant to the Merger Agreement. The business combination was executed after Bendon Limited reorganised its group and inserted a new entity as its parent entity in which the Bendon shareholders rolled over their shares into the new entity. The new parent entity is called Naked Brand Group Limited. Bendon Limited was considered the accounting acquirer of the consolidated group and the consolidated accounts represents a continuation of the Bendon Limited financial statements. Pursuant to the Merger Agreement, (i) Bendon undertook a reorganization (the “Reorganization”) pursuant to which all of the shareholders of Bendon Limited exchanged all of the outstanding ordinary shares of Bendon Limited (the “Bendon Ordinary Shares”) for ordinary shares in Naked Brand Group Limited (“Naked Brand Group Ordinary Shares”), and (ii) immediately thereafter, the parties effectuated a merger of Merger Sub and Naked, with Naked surviving as a wholly owned subsidiary of Naked Brand Group Limited and the Naked stockholders receiving Naked Brand Group Ordinary Shares in exchange for all of the outstanding shares of common stock of Naked (the “Merger” and together with the Reorganization, the “Transactions”). Details of the purchase consideration, the net assets acquired and goodwill are as follows: Naked Purchase consideration: Shares issued 14,196 The assets and liabilities recognised as a result of the acquisition are as follows: Fair value Cash 592 Trade and other receivables 4,186 Inventories 1,810 Intangible assets - Brand 2,726 Trade and other payables (916 ) Net identifiable assets acquired 8,398 Add: goodwill 5,798 Net assets acquired 14,196 There were no acquisitions in the year ended 31 January 2018. (a) Acquisition-related costs Acquisition related costs of $3,739,279 that were not directly attributable to the issue of shares are included in administrative expenses in profit or loss and in operating cash flows in the statement of cash flows. In addition, approximately 100,000 Naked Brand Group’s share was issued to advisors as part of their consultancy in lieu of cash payment. The fair value of these was $700 thousand and that cost has been recognised as an expense in the profit and loss. (b) Revenue and profit contribution The acquired business contributed revenues of $2,244,095 and net loss of $813,808 to the group for the period from 19 June 2018 to 31 January 2019. If the acquisition occurred on 1 February 2018, the full year revenue of the combined group would have been $113,969,040 and loss of $49,255,319. (c) Provisional accounting The initial accounting for the business combination is incomplete at the time of the end of the reporting period and will be recognised using provisional amounts. During the measurement period, the Group will retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstance that existed as at the acquisition date. The measurement period ends as soon the Group receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtained. The measurement shall not exceed one year from the acquisition date. |
Acquisition of FOH Online Corp
Acquisition of FOH Online Corp Inc. | 12 Months Ended |
Jan. 31, 2019 | |
Acquisition Of Foh Online Corp Inc. | |
Acquisition of FOH Online Corp Inc. | 9 Acquisition of FOH Online Corp Inc. On November 15, 2018 the Group entered into a Stock Purchase Agreement with the shareholders of FOH Online Corp Inc (FOH), which included Cullen Investments Limited (Cullen) a related entity, that the Group purchased all of the issued and outstanding shares of FOH. The transaction was settled on December 6, 2019. The sub licence agreement which was in place between the Group and FOH was terminated upon completion of this transaction. The Group has treated this transaction as an asset acquisition as the activities of FOH did not constitute a business. Details of the purchase consideration, the net assets acquired and goodwill are as follows: FOH Purchase consideration: Shares issued 6,872 Debt Forgiveness 13,073 Total purchase consideration 19,946 The assets and liabilities recognised as a result of the acquisition are as follows: Fair value Cash 278 Net balance with sub licencee (3,119 ) Loan payable to EJ Watson (2,172 ) Patents and Licences 24,959 Total of assets acquired 19,946 |
Operating Segment
Operating Segment | 12 Months Ended |
Jan. 31, 2019 | |
Operating Segment | |
Operating Segment | 10 Operating Segment Segment information Identification of reportable operating segments The consolidated entities’ Director 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. Identification of reportable operating segments E-commerce This segment covers the group’s online retail activities. E commerce revenue for the periods ended 31 January 2019, 31 January 2018 and 31 January 2017 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 underlying 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 with in “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: For the Year For the Year For the 7 Months For the Year Total segment revenue 136,844 156,311 113,031 176,145 Intersegment eliminations (24,924 ) (24,923 ) (16,747 ) (32,855 ) Other revenue - - - 7,710 Total revenue 111,920 131,388 96,284 151,000 Reconciliation of segment EBITDA to the consolidated statements of profit or loss and other comprehensive income: The Board 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. For the Year For the Year For the 7 Months For the Year Segment EBITDA (25,602 ) (24,053 ) (2,126 ) 10,470 Income tax (expense)/benefit 1,274 (60 ) (865 ) (5,546 ) Other revenue - 7,710 Any other reconciling items (24,892 ) (13,481 ) (12,988 ) (33,380 ) Total net loss after tax (49,220 ) (37,593 ) (15,979 ) (20,746 ) 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. (b) 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. For the Year Ended 31 January 2019 For the Year Ended 31 January 2018 For the 7 Months ended 31 January 2017 For the Year Ended 30 June 2016 New Zealand 40,747 46,665 30,676 62,109 Australia 32,065 38,208 32,913 53,193 United States 34,112 32,323 23,146 19,167 Europe 4,996 14,192 9,549 16,531 111,920 131,388 96,284 151,000 The revenues resulting from the Naked business combination are included in the United States segment as shown above (c) Segment performance NZ Retail AU Retail NZ Wholesale AU Wholesale US Wholesale EU Wholesale e-commerce Unallocated Total For the year ended 31 January 2019 Revenue from external customers 31,801 18,547 7,154 11,491 5,798 4,996 32,133 - 111,920 Service income - - - - - - - - - 31,801 18,547 7,154 11,491 5,798 4,996 32,133 - 111,920 Cost of sales (15,423 ) (9,192 ) (6,372 ) (8,498 ) (5,222 ) (4,490 ) (21,248 ) (4,034 ) (74,480 ) Gross margin 16,378 9,355 781 2,993 576 506 10,885 (4,034 ) 37,440 Other segment expenses* (13,537 ) (11,003 ) (912 ) (4,495 ) (2,724 ) (1,536 ) (11,248 ) - (45,454 ) Unallocated expenses Administrative expenses - - - - - - - (1,050 ) (1,050 ) Corporate expenses - - - - - - - (17,947 ) (17,947 ) Other foreign exchange gain/loss - - - - - - - 1,409 1,409 EBITDA 2,842 (1,648 ) (130 ) (1,502 ) (2,148 ) (1,030 ) (363 ) (21,623 ) (25,602 ) Brand transition, restructure and transaction expenses - - - - - - - (10,075 ) (10,075 ) Finance expense - - - - - - - (4,041 ) (4,041 ) Impairment expense - - - - - - - (8,173 ) (8,173 ) Depreciation and amortisation - - - - - - - (2,382 ) (2,382 ) Fair value (gain)/loss on foreign exchange contracts - - - - - - - (1,704 ) (1,704 ) Unrealised foreign exchange gain/(loss) - - - - - - - 2,258 2,258 Fair value gain/(loss) on Convertible Note derivative - - - - - - - (775 ) (775 ) Loss before income tax expense 2,842 (1,648 ) (130 ) (1,502 ) (2,148 ) (1,030 ) (363 ) (46,514 ) (50,494 ) Income tax expense - - - - - - - 1,274 1,274 Loss after income tax expense 2,842 (1,648 ) (130 ) (1,502 ) (2,148 ) (1,030 ) (363 ) (45,240 ) (49,220 ) NZ Retail AU Retail NZ Wholesale AU Wholesale US Wholesale EU Wholesale e-commerce Unallocated Total For the year ended 31 January 2018 Revenue from external customers 34,269 18,236 10,453 15,512 6,390 14,192 32,234 - 131,286 Service income - - - - - - - 102 102 34,269 18,236 10,453 15,512 6,390 14,192 32,234 102 131,388 Cost of sales (16,488 ) (9,457 ) (8,213 ) (12,545 ) (6,438 ) (10,221 ) (20,974 ) (3,123 ) (87,459 ) Gross margin 17,781 8,779 2,240 2,967 (48 ) 3,971 11,260 (3,021 ) 43,929 Other segment expenses* (13,451 ) (11,329 ) (1,068 ) (3,781 ) (3,301 ) (2,904 ) (11,520 ) - (47,354 ) Unallocated expenses Administrative expenses - - - - - - - (1,101 ) (1,101 ) Corporate expenses - - - - - - - (19,150 ) (19,150 ) Other foreign exchange gain/loss - - - - - - - (377 ) (377 ) EBITDA 4,330 (2,550 ) 1,172 (814 ) (3,349 ) 1,067 (260 ) (23,649 ) (24,053 ) Brand transition, restructure and transaction expenses - - - - - - - (3,272 ) (3,272 ) Finance expense - - - - - - - (8,791 ) (8,791 ) Impairment expense - - - - - - - (1,914 ) (1,914 ) Depreciation and amortisation - - - - - - - (3,030 ) (3,030 ) Fair value (gain)/loss on foreign exchange contracts - - - - - - - (502 ) (502 ) Unrealised foreign exchange gain/(loss) - - - - - - - 1,636 1,636 Fair value gain/(loss) on Convertible Note derivative - - - - - - - 2,393 2,393 Loss before income tax expense 4,330 (2,550 ) 1,172 (814 ) (3,349 ) 1,067 (260 ) (37,129 ) (37,533 ) Income tax expense - - - - - - - (60 ) (60 ) Loss after income tax expense 4,330 (2,550 ) 1,172 (814 ) (3,349 ) 1,067 (260 ) (37,189 ) (37,593 ) * Other segment expenses relate to brand management expenses and some corporate expenses. NZ Retail AU Retail NZ Wholesale AU Wholesale US Wholesale EU Wholesale e-commerce Unallocated Total For the 7 months ended 31 January 2017 Revenue from external customers 21,953 12,053 7,484 18,091 9,015 9,548 18,140 - 96,284 21,953 12,053 7,484 18,091 9,015 9,548 18,140 - 96,284 Cost of sales (9,707 ) (5,592 ) (4,961 ) (11,431 ) (6,934 ) (6,277 ) (11,902 ) (340 ) (57,144 ) Gross margin 12,246 6,461 2,523 6,660 2,081 3,271 6,238 (340 ) 39,140 Other segment expenses* (7,480 ) (6,196 ) (475 ) (2,089 ) (2,065 ) (2,013 ) (3,654 ) (8,068 ) (32,040 ) Unallocated expenses Administrative expenses - - - - - - - (541 ) (541 ) Corporate expenses - - - - - - - (8,082 ) (8,082 ) Other foreign exchange gain/loss - - - - - - - (603 ) (603 ) EBITDA 4,766 265 2,048 4,571 16 1,258 2,584 (17,634 ) (2,126 ) Brand transition, restructure and transaction expenses - - - - - - - (1,321 ) (1,321 ) Finance expense - - - - - - - (6,238 ) (6,238 ) Impairment expense - (281 ) - - - - - (11 ) (292 ) Depreciation and amortisation expense - - - - - - - (1,842 ) (1,842 ) Fair value gain/(loss) on foreign exchange contracts - - - - - - - (2,135 ) (2,135 ) Unrealised foreign exchange (gain)/loss - - - - - - - (568 ) (568 ) Fair value (gain)/loss on Convertible Note derivative - - - - - - - (592 ) (592 ) Loss before income tax expense 4,766 (16 ) 2,048 4,571 16 1,258 2,584 (30,341 ) (15,114 ) Income tax expense - - - - - - - (865 ) (865 ) Loss after income tax expense 4,766 (16 ) 2,048 4,571 16 1,258 2,584 (31,206 ) (15,979 ) * Other segment expenses relate to brand management expenses and some corporate expenses. NZ Retail AU Retail NZ Wholesale AU Wholesale US Wholesale EU Wholesale e-commerce Unallocated Total For the year ended 30 June 2016 Revenue from external customers 37,389 20,680 15,071 28,021 18,876 16,531 6,722 - 143,290 Service income - - - - - - - 7,702 7,702 Other income - - - - - - - 8 8 37,389 20,680 15,071 28,021 18,876 16,531 6,722 7,710 151,000 Cost of sales (16,053 ) (8,930 ) (10,721 ) (18,056 ) (14,540 ) (11,658 ) (3,582 ) 15 (83,525 ) Gross margin 21,336 11,750 4,350 9,965 4,336 4,873 3,140 7,725 67,475 Other segment expenses* (12,263 ) (9,835 ) (709 ) (3,520 ) (2,817 ) (3,204 ) (2,039 ) (13,975 ) (48,362 ) Unallocated expenses Administrative expenses - - - - - - - (801 ) (801 ) Corporate expenses - - - - - - - (13,002 ) (13,002 ) Other foreign exchange gain/loss - - - - - - - 5,160 5,160 EBITDA 9,073 1,915 3,641 6,445 1,519 1,669 1,101 (14,893 ) 10,470 Brand transition, restructure and transaction expenses - - - - - - - (2,232 ) (2,232 ) Finance expense - - - - - - - (10,409 ) (10,409 ) Impairment expense - - - - - - - - - Depreciation and amortisation expense - - - (2,157 ) - - - (3,289 ) (5,446 ) Fair value gain/(loss) on foreign exchange contracts - - - - - - - (7,660 ) (7,660 ) Unrealised foreign exchange (gain)/loss - - - - - - - 77 77 Loss before income tax expense 9,073 1,915 3,641 4,288 1,519 1,669 1,101 (38,406 ) (15,200 ) Income tax expense - - - - - - - (5,546 ) (5,546 ) Loss after income tax expense 9,073 1,915 3,641 4,288 1,519 1,669 1,101 (43,952 ) (20,746 ) * Other segment expenses relate to brand management expenses and some corporate expenses. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Jan. 31, 2019 | |
Cash and cash equivalents [abstract] | |
Cash and Cash Equivalents | 11 Cash and Cash Equivalents 31 January 2019 31 January 2018 31 January 2017 Cash on hand 47 54 48 Cash at bank 1,915 10,685 2,596 1,962 10,739 2,644 |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Jan. 31, 2019 | |
Trade and other receivables [abstract] | |
Trade and Other Receivables | 12 Trade and Other Receivables 31 January 2019 31 January 2018 31 January 2017 CURRENT Trade receivables 7,789 9,982 26,499 Provision for impairment (a) (609 ) (326 ) (537 ) 7,180 9,656 25,962 Prepayments 2,288 1,792 1,779 Other receivables 183 1,717 349 9,650 13,165 28,090 Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value. (a) Impairment of receivables The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The loss allowance provision as at 31 January 2019 is determined as follows, the expected credit losses incorporate forward looking information. 31 January 2019 0 - 30 days 31 - 60 days 60 - 90 days > 90 days overdue Total Expected loss rate (%) - - - 48.40 Gross carrying amount ($) 5,577 852 101 1,259 7,789 ECL provision - - - 609 609 Reconciliation of changes in the provision for impairment of receivables is as follows: For the Year Ended For the Year Ended For the 7 Months Ended NZ $000’s NZ $000’s NZ $000’s Balance at beginning of the period (calculated in accordance with AASB 139) (326 ) (537 ) (268 ) Amount restated through opening retained earnings on adoption of AASB 9 - - - Opening impairment allowance calculated under AASB 9 (326 ) (537 ) (268 ) Additional impairment loss recognised - - - Amounts written off as uncollectable Directly to P&L - - - Movement through provision (1,037 ) (92 ) (364 ) Unused amounts reversed 772 316 80 Foreign exchange movement (18 ) (13 ) 15 Balance at end of the period (609 ) (326 ) (537 ) The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss (ECL). The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Group has recognised a loss allowance of 48.40% against identifiable receivables at risk in excess of 90 days because historical experience has indicated that these receivables are generally not recoverable. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, whichever occurs first. (b) Aged analysis The ageing analysis of receivables is as follows: 31 January 2019 31 January 2018 31 January 2017 0-30 days 5,577 7,945 14,883 31-60 days 852 335 2,566 61-90 days (past due not impaired) 101 489 2,166 61-90 days (considered impaired) - - - 91+ days (past due not impaired) 3,295 1,213 6,884 91+ days (considered impaired) (2,036 ) - - 7,789 9,982 26,499 (c) Transferred receivables During the periods ended 31 January 2018 and 31 January 2017 the carrying amounts of the trade receivables included receivables which were subject to a bank funding arrangement. Under this arrangement, Bendon had transferred the relevant receivables to BNZ in exchange for cash and is prevented from selling or pledging the receivables. However, Bendon has retained credit risk. The group therefore continues to recognise the transferred assets in their entirety in the balance sheet. The amount repayable under the factoring agreement is presented as secured borrowings. 31 January 2019 31 January 2018 31 January 2017 Transferred receivables - 9,790 11,649 |
Inventories
Inventories | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of inventories [Abstract] | |
Inventories | 13 Inventories 31 January 2019 31 January 2018 31 January 2017 Finished goods 21,564 31,451 37,904 Provision for impairment (444 ) (338 ) (153 ) 21,120 31,113 37,751 Write downs of inventories to net realisable value during the period were NZ$106,433 (2018: NZ$185,026, 2017: NZ$364,660). |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Property, Plant and Equipment | 14 Property, plant and equipment 31 January 2019 31 January 2018 31 January 2017 Plant, furniture, fittings and motor vehicles At cost 25,666 27,801 25,455 Accumulated depreciation (25,168 ) (25,789 ) (23,182 ) 499 2,013 2,273 Leasehold improvements At cost 12,035 10,762 10,132 Accumulated depreciation (8,770 ) (8,034 ) (7,441 ) 3,264 2,728 2,691 Total property, plant and equipment 3,763 4,741 4,964 (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 Plant, furniture, Total Year ended 31 January 2019 Balance at the beginning of the period 2,728 2,013 4,741 Additions 1,501 1,084 2,585 Disposals (105 ) (2,736 ) (2,841 ) Depreciation expense (982 ) (1,170 ) (2,151 ) Impairment - (239 ) (239 ) Foreign exchange movements 121 1,547 1,668 Balance at the end of the year 3,264 499 3,763 Leasehold improvements Plant, Total Year ended 31 January 2018 Balance at the beginning of the period 2,691 2,273 4,964 Additions 285 2,032 2,317 Disposals (4 ) (118 ) (122 ) Depreciation expense (496 ) (2,228 ) (2,724 ) Foreign exchange movements 253 54 306 Balance at the end of the year 2,728 2,013 4,741 Leasehold improvements Plant, Total 7 months ended 31 January 2017 Balance at the beginning of the year 2,795 3,414 6,209 Additions 241 482 723 Depreciation expense (296 ) (1,368 ) (1,664 ) Impairment - (281 ) (281 ) Foreign exchange movements 49 26 75 Balance at the end of the year 2,691 2,273 4,964 The group is currently assessing the impact of IFRS 16 Leases and believes adoption of the provisions of this standard will have a material impact on the Group’s consolidated financial statements IFRS16 Leases will require that the group record a liability and a related asset on the balance sheet for our leased facilities |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of detailed information about intangible assets [abstract] | |
Intangible Assets | 15 Intangible Assets 31 January 2019 31 January 2018 31 January 2017 Goodwill Cost 5,607 - - Accumulated impairment (3,287 ) - - 2,320 - - Patents, licences and trademarks Cost 25,993 919 1,169 Accumulated amortisation and impairment (918 ) (718 ) (573 ) 25,076 201 596 Brands Cost 14,769 12,463 12,036 Accumulated amortisation and impairment (4,563 ) - - 10,205 12,463 12,036 Software Cost 15,718 15,788 17,308 Accumulated amortisation and impairment (15,455 ) (15,440 ) (15,260 ) 263 348 2,048 Total intangible assets 37,864 13,012 14,680 (a) Software Impairment For the year ended 31 January 2018, management decided to fully impair the costs on the ERP upgrade and are currently reviewing alternatives. (b) Movements in carrying amounts of intangible assets Software Patents and licences Brands Goodwill Total Year ended 31 January 2019 Balance at the beginning of the year 348 201 12,463 - 13,012 Additions 33 25,076 2,726 5,798 33,634 Amortisation (29 ) (202 ) - - (231 ) Impairment (refer note 12c) (83 ) - (4,563 ) (3,287 ) (7,934 ) Foreign exchange movements (7 ) 1 (420 ) (192 ) (618 ) Closing value at 31 January 2019 263 25,076 10,205 2,320 37,864 Software Patents and licences Brands Goodwill Total Year ended 31 January 2018 Balance at the beginning of the year 2,048 596 12,036 - 14,680 Additions 106 12 - - 118 Amortisation (163 ) (143 ) - - (306 ) Impairment (refer note 12c) (1,650 ) (264 ) - (1,914 ) Foreign exchange movements 7 1 427 - 434 Closing value at 31 January 2018 348 201 12,463 - 13,012 Software Patents Brands Goodwill Total 7 months ended 31 January 2017 Balance at the beginning of the period 2,251 128 12,554 - 14,933 Additions 10 808 - - 818 Amortisation (318 ) (33 ) - - (351 ) Impairment (331 ) - (331 ) Foreign exchange movements 105 24 (518 ) - (389 ) Closing value at 31 January 2017 2,048 596 12,036 - 14,680 For the purpose of impairment testing, goodwill is allocated to cash-generating units as below: Description of cash-generating unit (CGU) 31 January 2019 31 January 2018 31 January 2017 United States 2,320 - - Impairment expense 2,320 - - Impairment assumption Goodwill relates to the acquisition of Naked Inc, a business operating in the United States and was allocated to the Group’s operation in United States which is the cash generating unit (CGU) for the purpose of impairment testing. The recoverable amount of the CGU was determined based on value in use calculations which require the use of assumptions. The 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 stated 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 exceeded the fair value less costs to sell by an amount of $3.2m. As such, the goodwill has been partially impaired for the year ended 31 January 2019. Significant assumptions used for the purposes of the value in use calculation include: United States Post-tax discount rate - 10.50% EBITDA growth rate - 10% Terminal growth - 2% Impact of possible changes in key assumptions The directors have made judgements and estimates to assess goodwill 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 3.25% increase in the post-tax discount rate The carrying amount of the goodwill is sensitive to assumptions used in the impairment test calculations including the post tax discount rate and sales growth rate. A 3.25% increase in the post tax discount rate would result in an additional impairment of $2,320 thousand against the carrying amount of the goodwill. A reduction of the EBITDA growth rate to 5% would not result in a further impairment as goodwill would be fully impaired from the increase of the post-tax discount rate. (d) Impairment testing for indefinite-lived brand intangibles Brand intangible assets represent brands owned by the Group, that arose on historical acquisitions including Pleasure State, Davenport and Lovable. The intangible assets increased in the current period as result of the business combinations with Naked Brand Group Inc. See note 8 for further information. The brand intangible assets of $10,205,000 (2018: $12,463,000, 2017: $12,036,000) are tested for impairment annually. Impairment assumptions Management has determined the recoverable amount of the indefinite lived 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 has exceeded the fair value less costs to sell by $3.9m. As such, the indefinite lived brand assets has been partially impaired for the year ended 31 January 2019. Management’s approach and the key assumptions used to determine the FVLCOD were as follows: Sales growth: 2.5% (31 January 2018: 5%) 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: 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 additional impairment of $951 thousand (31 January 2018: an increase of 1.5% would result an impairment of $929 thousand) against the carrying amount of the indefinite lived brand intangibles. A reduction of the sales growth rate to 0% would result in an additional impairment of $1,554 thousand (31 January 2018: a reduction to 2% would result an impairment of $611 thousand) against the carrying amount of the indefinite lived brand intangible assets. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Jan. 31, 2019 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 16 Derivative Financial Instruments 31 January 2019 31 January 2018 31 January 2017 Current liabilities Forward exchange contracts 1,484 2,087 4,188 In order to mitigate exchange rate movements and to manage the inventory costing process, the Group has entered into forward currency contracts to purchase US dollars. |
Derivative on Convertible Notes
Derivative on Convertible Notes | 12 Months Ended |
Jan. 31, 2019 | |
Derivative On Convertible Notes | |
Derivative on Convertible Notes | 17 Derivative on Convertible Notes 31 January 2019 31 January 2018 31 January 2017 Derivative on Convertible Notes - 1,110 4,112 The Group has an embedded derivative feature in convertible notes due to foreign currency. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Fair value of the derivative is determined on inception using the Black-Scholes model. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted in profit or loss. The fair value of the separable embedded derivative in the convertible notes has been determined using Black-Scholes model. Measurement inputs include share price on measurement date, expected term of the instrument, risk free rate (based on government bonds), expected volatility (based on weighted average historic volatility) and expected dividend rate. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Jan. 31, 2019 | |
Trade And Other Payables | |
Trade and Other Payables | 18 Trade and Other Payables 31 January 2019 31 January 2018 31 January 2017 CURRENT Trade payables 23,580 21,143 19,221 Accruals 10,150 9,568 7,503 Employee benefits liabilities 1,815 1,805 1,842 35,545 32,516 28,565 Trade and other payables are unsecured, non interest bearing and are normally settled within 30 days however some the trade creditors are out of term as at 31 January 2019 and subsequent to the end of the financial period the Group 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 | 12 Months Ended |
Jan. 31, 2019 | |
Borrowings - Disclosure Of Detailed Information About Borrowings | |
Borrowings | 19 Borrowings Note 31 January 2019 31 January 2018 31 January 2017 CURRENT Secured liabilities: Bank overdraft - - - Shareholder loans - 10,951 8,200 Leased liability - - - Bank Loans 20,000 16,000 16,000 Debt issuance costs in relation to bank loan (270 ) (218 ) (656 ) Working capital financing bank facility - 22,489 31,710 Convertible notes - 1,740 13,744 Other loan 1,236 1,159 - 20,967 52,121 68,998 The fair value of borrowings is not considered to be materially different to their carrying amounts. (a) Assets pledged as security: Borrowings are secured by a fixed and floating charge over the assets of the consolidated entity. The lease liabilities are effectively secured as the rights to the leased assets, recognised in the balance sheet, revert to the lessor in the event of default. (b) Bank overdrafts and bank loans On 27 June 2016, all banking facilities were repaid and a new banking arrangement with BNZ commenced. BNZ has a first ranking charge over all assets of the Bendon Limited group. The new debt arrangement entered into on 27 June 2016 includes a term loan facility and interchangeable (working capital) loan facility. On 13 June 2018, the Company entered into a Deed of Amendment with BNZ to reduce the facility to NZD$20,000,000 (31 January 2018: NZD$38,489,428). In addition the new facility takes over guarantees and financial instruments totalling NZD$1,345,000. The term loan facility of NZD$20,000,000 is repayable on 14 June 2019. The current interest rate on this loan is 5.57% (31 January 2018: 5.55%) per annum. There has been a breach of covenant during the period. Bank of New Zealand has the first ranking charge over all assets of Naked Brand Group Limited. Under the terms of the major borrowing facility, the facility is subject to four undertakings being: Interest cover ratio of three times that is first tested as at 30 April 2019; gross EBITDA ratio measured to 3 months to September 2018 had to be greater than $0, six months to 30 December 2018 is greater than $3 million; inventory and receivables ratio must be greater than 2 times being first measured as at 30 September 2018; and the actual sales and gross margin must not vary by more than 10% from the budget submitted to the Bank. (c) Shareholder loan - Related party On 19 June 2018, Naked Brand Group Limited issued additional 24,221 Naked shares to the shareholders as part of an agreement to convert a portion of the outstanding liability (Debt) to equity. The amount of debt converted on this date amounted to a fair value of $12,244,208. After this conversion, the shareholder loan is fully converted to equity and the outstanding balance as at 31 January 2019 is nil (31 January 2018: $10,951,295). The interest rate on the shareholder loans up to the date of conversion was 30% (31 January 2018: 30%) and was increased at the end of 2014, and was capitalised quarterly. Total interest capitalised during the year ended 31 January is $1.062 million (year ended 31 January 2018: $2.807 million, 7 months to 31 January 2017 is $3.040 million). (d) Convertible Notes On 19th June 2018, the holders of USD$2.8m (NZ$4.2m) of convertible notes converted to 16,408 Bendon ordinary shares. The holder of US$1.0m (NZ$1.42m) of convertible notes elected for their convertible note to be repaid at a future date as agreed. The amount owing has been classified as a current borrowing and amounted to $1.159 million as at 31 January 2019. (e) Loan covenants As at 31 January 2019, there was a breach of the minimum Gross EBITDA ratio and a breach of the Inventory and Receivables ratio. The Bank has advised that they are currently taking these Breaches under review. (f) Other loan The other loan is convertible note which the note holder elected not to convert. This loan is payable at a future date to be agreed. |
Provisions
Provisions | 12 Months Ended |
Jan. 31, 2019 | |
Provisions [abstract] | |
Provisions | 20 Provisions 31 January 2019 31 January 2018 31 January 2017 CURRENT Lease contributions 179 412 480 Onerous contracts - 264 377 Make good 742 430 671 921 1,106 1,528 31 January 2019 31 January 2018 31 January 2017 NON-CURRENT Lease contributions 906 910 702 Onerous contracts - - 176 Make good 1,466 1,801 1,371 2,372 2,711 2,249 Lease contributions Onerous contracts Make good Total Opening balance at 1 February 2018 1,321 264 2,230 3,815 Additional provisions recognised 337 - 717 1,054 Unused amounts reversed - - (600 ) (600 ) Unwinding of discounts - - (84 ) (84 ) Amounts used during the year (510 ) (264 ) - (774 ) Exchange differences (62 ) - (56 ) (118 ) Balance at 31 January 2019 1,086 - 2,208 3,294 Lease contributions Onerous contracts Make good Total Opening balance at 1 February 2017 1,182 553 2,042 3,777 Additional provisions recognised 635 - 595 1,230 Unused amounts reversed - - (658 ) (658 ) Unwinding of discounts - - 271 271 Amounts used during the year (547 ) (289 ) (77 ) (913 ) Exchange differences 50 (0 ) 58 108 Balance at 31 January 2018 1,321 264 2,230 3,815 Lease contributions Onerous contracts Make good Total Opening balance at 1 February 2017 1,318 275 1,817 3,410 Additional provisions recognised 145 508 353 1,006 Unused amounts reversed - - (112 ) (112 ) Unwinding of discounts - - (9 ) (9 ) Amounts used during the year (269 ) (230 ) - (499 ) Exchange differences (12 ) - (7 ) (19 ) Balance at 31 January 2018 1,182 553 2,042 3,777 Onerous contracts The onerous provision relates to a head office lease for which the space is not fully utilised. The provision is calculated using a pre-tax discount rate of 10.25% (2018: 11.4%, 2017: 11.4%). 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% (2018: 2%, 2017: 2%), and other market assumptions and re-assessed annually. During the 2018 financial year an additional $595 thousand was recognised in relation to new retail leases in Australia. As a result of the new Auckland office lease, make good requirements were reversed. |
Share Capital
Share Capital | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of classes of share capital [abstract] | |
Share Capital | 21 Share Captial 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s 29,640,965(2018: 306,028, 2017: 274,839) Ordinary shares 134,183 68,727 27,948 (a) Ordinary shares For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s At the beginning of the reporting period 68,727 27,948 3,108 Issuance of new shares 24,840 - Cash collected 23,248 22,990 - - Settle Shareholder loan 12,242 0 - Shares issued in lieu of consultancy fee 692 - - Shares issued in lieu of stock payment 4,045 - Convertible note maturity 4,159 17,789 Business combination with Naked Brand Group Inc. 14,196 - Business combination with FOH Online Inc. 6,872 At the end of the reporting period 134,183 68,727 27,948 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 Company does not have authorised capital or par value in respect of its shares. For the Year Ended 31 January 2019 Number For the Year Ended 31 January 2018 Number For the 7 Months Ended 31 January 2017 Number Naked Brand Group Limited shares issued on close of the merger between Bendon Limited and Naked Brand Group Inc. - Bendon shareholders 20,889,940 306,028 274,839 - Naked shareholders 2,068,438 - Shares issued during the period 6,682,587 - At the end of the period 29,640,965 306,028 274,839 The number of shares for the year ended 31 January 2018 and 31 January 2017 relates to the pre-merger entity Bendon Limited. (b) Other equity 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Value of conversion rights - convertible notes 4,159 17,789 - The amount shown for other equity is the value of the conversion rights relating to the 15% convertible notes, details of which are shown in note 16(d). (c) Capital Management The key objectives of the Company when managing capital is to safeguard its ability to continue as a going concern and maintain optimal benefits to stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. The Company defines capital as its equity and net debt. There has been no change to capital risk management policies during the year. Management are constantly adjusting the capital structure to take advantage of favourable costs of capital or high return on assets. As the market is constantly changing, management may change the amount of dividends to be paid to shareholders, return capital to shareholders or sell assets to reduce debt. The Group is not subject to any externally imposed capital requirements. The gearing ratio for the years ended 31 January 2019, 31 January 2018 and 31 January 2017 are as follows: Note 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Total borrowings 19 20,967 52,121 68,998 Less Cash and cash equivalents 11 (1,962 ) (10,739 ) (1,965 ) Net debt 19,005 41,382 67,033 Equity 10,519 (5,710 ) (9,044 ) Total capital 29,524 35,672 57,989 Gearing ratio 64 % 116 % 116 % |
Reserves
Reserves | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of reserves within equity [abstract] | |
Reserves | 22 Reserves 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Foreign currency translation reserve Opening balance (2,006 ) (2,154 ) (2,125 ) Trasnfers in (7 ) 148 (29 ) Balance at the end of the year (2,013 ) (2,006 ) (2,154 ) Foreign currency translation reserve Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income - foreign currency translation reserve. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Jan. 31, 2019 | |
Loss per share for profit from continuing operations attributable to the ordinary equity holders of the Group: | |
Loss Per Share | 23 Loss per Share (a) Basic and diluted loss per share For the Year Ended 31 January 2019 NZ$ For the Year Ended 31 January 2018 NZ$ For the 7 Months Ended 31 January 2017 NZ$ For the Year Ended 30 June 2016 NZ$ From continuing operations attributable to the ordinary equity holders of the company (2.01 ) (1.79 ) (0.82 ) (1.13 ) Total basic and diluted loss per share attributable to the ordinary equity holders of the company (2.01 ) (1.79 ) (0.82 ) (1.13 ) All convertible notes 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 January 2018. These notes could potentially dilute earnings/loss per share in the future. (b) Reconciliation of loss used in calculating earnings per share For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$ Basic and diluted loss per share Profit/(loss) attributable to the ordinary equity holders of the company used in calculating basic earnings per share: (48,946 ) (37,445 ) (16,008 ) (20,715 ) (c) Weighted average number of shares used as the denominator 31 January 2019 Number 31 January 2018 Number 31 January 2017 Number 30 June 2016 Number Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 24,379,019 20,915,036 19,404,681 18,345,000 * As a result of the merger between Bendon and Naked on 19 June 2018 the calculation of basic and diluted earnings per share for 2018 and 2017 has been adjusted retrospectively. Number of ordinary shares outstanding has been adjusted to reflect the proportionate change in the number of shares. (d) Information concerning the classification of securities Convertible notes At 31 January 2019, the Group had no convertible notes. |
Accumulated Losses
Accumulated Losses | 12 Months Ended |
Jan. 31, 2019 | |
Accumulated Losses | |
Accumulated Losses | 24 Accumulated Losses For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s (Accumulated losses)/retained earnings at the beginning of ther period (72,431 ) (34,838 ) (18,859 ) Loss for the period (49,220 ) (37,593 ) (15,979 ) Accumulated losses at the end of ther period (121,651 ) (72,431 ) (34,838 ) |
Capital and Leasing Commitments
Capital and Leasing Commitments | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of capital and leasing commitments [Abstract] | |
Capital and Leasing Commitments | 25 Capital and Leasing Commitments (a) Operating Leases 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Minimum lease payments under non-cancellable operating lease - not later than one year 8,533 9,618 9,472 - between one year and five years 18,039 14,943 14,435 - later than five years 1,485 528 59 28,058 25,089 23,966 Operating leases are in place for leased premises and vehicles, and normally have a term between 1 and 11 years. Lease payments are increased on an annual basis to reflect market rentals. (b) Contracted Commitments 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Licence contract - not later than one year 4,286 3,797 3,652 - between one year and five years 8,696 12,009 15,917 - later than five years - - - 12,982 15,806 19,569 The Group has an exclusive licence to use the trademark and name Heidi Klum in the manufacture, promotion, sale and distribution of product. The contract was executed on 26 September 2014 and commenced on 1 January 2015. The contract has a 7 year term with no rights to renew. Licence royalties are calculated based on net sales, and the minimum guarantee payments payable by the Group are set out above. |
Lessor Commitments
Lessor Commitments | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of finance lease and operating lease by lessor [abstract] | |
Lessor Commitments | 26 Lessor Commitments The Group sub leases its US and Australian premises under a commercial lease. These non-cancellable leases have terms between 1 and 6 years. All leases include an option for the Group to increase rent to current market rental on an annual basis. The future minimum lease payments under non-cancellable leases are: 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s - not later than one year 441 166 503 - between one year and five years 493 - 1,076 - later than five years - - - Total minimum lease payments 934 166 1,579 |
Financial Risk Management
Financial Risk Management | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of Financial Risk Management [Abstract] | |
Financial Risk Management | 27 Financial Risk Management The Group is exposed to a variety of financial risks through its use of financial instruments. The Group’s overall risk management plan seeks to minimise potential adverse effects due to the unpredictability of financial markets. The most significant financial risks to which the Group is exposed to are described below: Specific risks ● Liquidity risk ● Credit risk ● Market risk - currency risk, interest rate risk and price risk Financial instruments used The principal categories of financial instrument used by the Group are: ● Trade receivables ● Cash at bank ● Bank overdraft ● Trade and other payables ● Floating rate bank loans ● Forward currency contracts ● Shareholders loan Objectives, policies and processes The Board of Directors receives overall responsibility for the establishment of the Group’s financial risk management framework. This includes the development of policies covering specific areas such as foreign exchange risk, interest rate risk, credit risk and the use of derivatives. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The day-to-day risk management is carried out by the Group’s finance function under policies and objectives which have been approved by the Board of Directors. Objectives, policies and processes Mitigation strategies for specific risks faced are described below: Liquidity risk Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities as and when they fall due. The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long term financial liabilities as well as cash outflows due in day to day business. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates and does not reflect management’s expectations that banking facilities will be rolled forward. The amounts disclosed in the table are the undiscounted contracted cash flows and therefore the balances in the table may not equal the balances in the consolidated balance sheets due to the effect of discounting. The Group’s liabilities have contractual maturities which are summarised below: Non-derivatives Borrowings NZ$000’s Non-derivatives Trade paybles NZ$000’s Non-derivatives Total NZ$000’s Derivatives Gross future cash settlement on forward currency contracts - inflow NZ$000’s Derivatives Gross future cash settlement on forward currency contracts - (outflow) NZ$000’s Derivatives Total NZ$000’s Not later than 1 month 31 January 2019 1,329 23,580 24,908 18,325 (19,212 ) (887 ) 31 January 2018 24,677 21,143 45,820 13,577 (13,950 ) (373 ) 31 January 2017 56,333 19,221 75,554 2,078 (2,250 ) (172 ) 1 to 3 months 31 January 2019 184 - 184 9,610 (10,061 ) (451 ) 31 January 2018 148 - 148 13,836 (14,453 ) (617 ) 31 January 2017 129 - 129 9,900 (11,326 ) (1,426 ) 3 months to 1 year 31 January 2019 20,184 - 20,184 4,976 (5,121 ) (145 ) 31 January 2018 27,247 - 27,247 20,895 (21,993 ) (1,098 ) 31 January 2017 18,631 - 18,631 37,855 (40,445 ) (2,590 ) 1 to 5 years 31 January 2019 - - - - - - 31 January 2018 - - - - - - 31 January 2017 323 - 323 - - - Total 31 January 2019 21,697 23,580 45,277 32,912 (34,395 ) (1,483 ) 31 January 2018 52,072 21,143 73,215 48,308 (50,396 ) (2,088 ) 31 January 2017 75,416 19,221 94,637 49,833 (54,021 ) (4,188 ) Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. Credit risk arises from cash and cash equivalents, derivative financial instruments, as well as credit exposure to wholesale and retail customers, including outstanding receivables and committed transactions. Trade receivables and contract assets Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The utilisation of credit limits by customers is regularly monitored by line management. Customers who subsequently fail to meet their credit terms are required to make purchases on a prepayment basis until creditworthiness can be re established. Management considers that all the financial assets that are not impaired for each of the reporting dates under review are of good credit quality, including those that are past due. The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. On a geographical basis, the Group has significant credit risk exposures in New Zealand, Australia, United States and United Kingdom given the substantial operations in those regions. The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings if available or historical information about counterparty default rate. 31 January 2019 31 January 2018 31 January 2017 NZ $000’s NZ $000’s NZ $000’s Trade receivables Counterparty without external credit ratings New customer less than 6 months 42 12 187 Existing customers (more than 6 months with default in past) 7,747 9,970 26,312 Total trade receivables 7,789 9,982 26,499 31 January 2019 31 January 2018 31 January 2017 NZ $000’s NZ $000’s NZ $000’s Credit ratings AA- 1,915 10,591 265 A+ - 94 (11 ) 1,915 10,685 254 The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. (i) Foreign exchange risk Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which financial instruments are held in currencies other than the functional currency. Exposures to currency exchange rates arise from overseas sales and purchases, which are primarily denominated in currencies other than the functional currency, in particular USD. Foreign currency denominated financial assets and liabilities, translated into New Zealand Dollars at the closing rate, are as follows: AUD USD GBP EUR HKD Total 31 January 2019 Trade receivables 51 42 - 285 - 378 Trade payables 1 9,035 8 61 7 9,111 Cash and cash equivalents 623 149 38 8 11 829 31 January 2018 Trade receivables 328 199 - 1,376 - 1,903 Trade payables 781 11,209 74 29 53 12,146 Cash and cash equivalents 1,660 7,190 77 92 165 9,185 31 January 2017 Trade receivables 424 211 - 1,509 - 2,144 Trade payables 315 8,557 131 32 16 9,051 Cash and cash equivalents 926 401 131 388 28 1,874 The following table illustrates the sensitivity of the net result for the year and equity in regards to the Group’s financial assets and financial liabilities and the US dollar New Zealand Dollar, Australian Dollar New Zealand Dollar, GB Pound New Zealand Dollar, Euro New Zealand Dollar, and Hong Kong Dollar New Zealand Dollar exchange rates. There have been no changes in the assumptions calculating this sensitivity from prior years. It assumes a 10% change of the New Zealand Dollar / Australian Dollar exchange rate for the year ended 31 January 2019 (31 January 2018: 10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / US Dollar exchange rate (31 January 2018: 10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / GB Pound exchange rate (31 January 2018: 10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / Euro exchange rate (31 January 2018: 10%, 31 January 2017: 10%). All of these percentages have been determined based on the average market volatility in exchange rates in the previous 12 months. The year end rate is 0.9513 AUD, 0.6903 USD, 0.5265 GBP, 0.6008 EUR and 5.4138 HKD. The sensitivity analysis is based on the foreign currency financial instruments held at the reporting date and also takes into account forward exchange contracts that offset effects from changes in currency exchange rates. If the New Zealand Dollar had strengthened and weakened against the Australian Dollar, US Dollar, GB Pound, Euro and HK Dollar by 10% (31 January 2018: 10%, 31 January 2017: 10%) and 10% (31 January 2018: 10%, 31 January 2017: 10%) respectively then this would have had the following impact: NZ$000’s +10% -10% USD Net results/Equity (31 January 2018) (954 ) 954 Net results/Equity (31 January 2017) (1,509 ) 1,509 Net results/Equity (30 June 2016) (1,196 ) 1,196 AUD Net results/Equity (31 January 2018) (5 ) 5 Net results/Equity (31 January 2017) (805 ) 805 Net results/Equity (30 June 2016) 86 (86 ) GBP Net results/Equity (31 January 2018) (1 ) 1 Net results/Equity (31 January 2017) (175 ) 175 Net results/Equity (30 June 2016) 34 (34 ) EUR Net results/Equity (31 January 2018) (32 ) 32 Net results/Equity (31 January 2017) (136 ) 136 Net results/Equity (30 June 2016) 186 (186 ) HKD Net results/Equity (31 January 2018) (1 ) 1 Net results/Equity (31 January 2017) (14 ) 14 Net results/Equity (30 June 2016) 1 (1 ) Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure to foreign currency risk. Forward exchange contracts The Group has open forward exchange contracts at the end of the reporting period relating to highly probable forecast transactions and recognised financial assets and financial liabilities. These contracts commit the Group to buy specified amounts of foreign currencies in the future at specified exchange rates. The Group has a policy of requiring that forward exchange contracts be entered into where future commitments are entered into requiring settlement at a time in excess of 1 month but less than 1 year, to a value of approximately 75% total foreign exchange exposure. Contracts are taken out with terms that reflect the underlying settlement terms of the commitment to the maximum extent possible so that hedge ineffectiveness is minimised. The following table summarises the notional amount of the Group’s commitments in relation to forward exchange contracts. Notional Accounts Average Exchange Rate 31 January 2019 31 January 2018 31 January 2017 31 January 2019 31 January 2018 31 January 2017 Buy USD/ sell NZD Settlement Less than 6 months 34,395 48,149 47,292 0.6620 0.7061 0.6687 6 months to 1 year - - 3,479 - - 0.7186 Buy AUD/ sell NZD Settlement NZ$000’s NZ$000’s NZ$000’s $ $ $ Less than 6 months - 2,247 2,250 - 0.8900 0.8890 Buy GBP/ sell NZD Settlement Less than 6 months NZ$000’s NZ$000’s NZ$000’s $ $ $ - - 1,000 - - 0.5784 (ii) Interest rate risk The Group is exposed to interest rate risk as funds are borrowed at floating and fixed rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group’s policy is to minimise interest rate cash flow risk exposures on long term financing. Longer term borrowings are therefore usually at fixed rates. At the reporting date, the Group is exposed to changes in market interest rates through its bank borrowings, which are subject to variable interest rates. 31 January 2019 31 January 2018 31 January 2017 Floating rate instruments Bank overdrafts - - - Working capital financing bank facility - 22,489 31,710 Convertible notes - 1,740 16,474 Borrowings 20,000 16,000 16,000 20,000 40,229 64,184 The following table illustrates the sensitivity of the net result for the year and equity to a reasonably possible change in interest rates of +1.00%/ 1.00% (2018: +1.00%/ 1.00%, 2017: +1.00%/ 1.00%), with effect from the beginning of the year. These changes are considered to be reasonably possible based on observation of current market conditions and economist reports. The calculations are based on the financial instruments held at each reporting date. All other variables are held constant. NZ $000’s 1.00% 1.00% Net results/Equity (31 January 2019) 200 (200 ) Net results/Equity (31 January 2018) 402 (402 ) Net results/Equity (31 January 2017) 642 (642 ) |
Tax Assets and Liabilities
Tax Assets and Liabilities | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [abstract] | |
Tax Assets and Liabilities | 28 Tax assets and liabilities Opening Balance Charged to Income Charged directly to Equity Changes in Tax Rate Exchange Differences Closing Balance Deferred tax assets/(liabilities) Carried forward tax losses 630 692 - - - 1,322 Intangible assets (630 ) - - - - (630 ) Balance at 31 January 2019 - 692 - - - 692 Carried forward tax losses 630 - - - - 630 Intangible assets (630 ) - - - - (630 ) Balance at 31 January 2018 - - - - - - Carried forward tax losses 630 - - - - 630 Intangible assets (630 ) - - - - (630 ) Balance at 31 January 2017 - - - - - - |
Dividends
Dividends | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of dividends [Abstract] | |
Dividends | 29 Dividends No final dividend will be paid in respect of the period ended 31 January 2019 (31 January 2018: Nil, 31 January 2017). Franking account 31 January 2019 31 January 2018 31 January 2017 Australian franking credits available for subsequent financial years at a tax rate of 30% 3,995 3,995 3,757 New Zealand imputation credits available for subsequent financial years at a tax rate of 28% 236 236 235 The above amounts are based on the dividend franking account at period-end adjusted for: (a) Franking credits that will arise from the payment of the current tax liabilities; (b) Franking debits that will arise from the payment of dividends recognised as a liability at the period end; (c) Franking credits that will arise from the receipt of dividends recognised as receivables at the end of the period. |
Key Management Personnel Remune
Key Management Personnel Remuneration | 12 Months Ended |
Jan. 31, 2019 | |
Key Management Personnel Remuneration | |
Key Management Personnel Remuneration | 30 Key Management Personnel Remuneration Key management personnel remuneration included within employee expenses for the period is shown below: For the Year Ended NZ$000’s For the Year Ended NZ$000’s For the 7 Months Ended NZ$000’s For the Year Ended NZ$000’s Short-term employee benefits 2,056 1,743 1,492 1,752 2,056 1,743 1,492 1,752 |
Interests in Subsidiaries
Interests in Subsidiaries | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of subsidiaries [abstract] | |
Interests in Subsidiaries | 31 Interests in Subsidiaries Composition of the Group Principal place of business / country of Incorporation Percentage Percentage 2018 Percentage 2017 Subsidiaries: Bendon Retail Limited New Zealand 100 100 100 Bendon Holdings Limited New Zealand 100 100 100 Bendon Holdings Pty Limited Australia 100 100 100 Bendon Pty Limited Australia 100 100 100 Bendon Intimates Pty Limited Australia 100 100 100 PS Holdings No. 1 Pty Limited Australia 100 100 100 Pleasure State Pty Limited Australia 100 100 100 Pleasure State (HK) Limited Hong Kong 100 100 100 Bendon UK Limited United Kingdom 100 100 100 Bendon USA Inc United States of America 100 100 100 Bendon Limited** New Zealand 100 - - Naked Brand Inc. United States of America 100 - - FOH Online Corp Inc. United States of America 100 - - *The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries. ** Bendon Limited was the parent entity in the periods ended 31 January 2018 and 31 January 2017. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Jan. 31, 2019 | |
Fair Value Measurement | |
Fair Value Measurement | 32 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. The table below shows the assigned level for each asset and liability held at fair value by the Group: Level 1 Level 2 Level 3 Total 31 January 2019 Recurring fair value measurements Financial assets Foreign exchange contracts - - - - Financial liabilities Foreign exchange contracts - 1,484 - 1,484 Derivative on Convertible Notes - - - - 31 January 2018 Recurring fair value measurements Financial assets Foreign exchange contracts - - - - Financial liabilities Foreign exchange contracts - 2,087 - 2,087 Derivative on Convertible Notes - - 1,110 1,110 31 January 2017 Recurring fair value measurements Financial assets Foreign exchange contracts - - - - Financial liabilities Foreign exchange contracts - 4,188 - 4,188 Derivative on Convertible Notes - - 4,112 4,112 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 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 has been 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 Group used valuations specialists to perform these valuations. Fair value measurements using significant unobservable movements (level 3) The following table presents the changes in level 3 instruments for the year ended 31 January 2019. Convertible Balance at 31 January 2018 1,110 Changes in fair value Conversion (1,110 ) Balance at 31 January 2019 - |
Contingencies
Contingencies | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of contingent liabilities [abstract] | |
Contingencies | 33 Contingencies Contingent Liabilities The Group had the following contingent liabilities at the end of the reporting period: For the Year Ended NZ$000’s For the Year Ended NZ$000’s For the 7 Months Ended NZ$000’s Rent guarantees to certain landlords 419 419 571 Standby letter of credit to JP Morgan Chase Bank 291 291 286 Guarantee provided to UK Customs Department 329 329 282 Guarantee provided to ANZ for Merchant Service 172 172 - A shareholder has lodged a court Action against the Group claiming they did not receive the correct number of shares in the Group on completion of the merger between Naked Inc. and Bendon Limited on 19 June 2018. The Group has sought to have this claim dismissed by the Court on the basis that the Group had no contract with the shareholder and that the shareholder did not have a possessory right over a certain number of shares in the Group. |
Related Parties
Related Parties | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of transactions between related parties [abstract] | |
Related Parties | 34 Related Parties (a) The Group’s main related parties are entities owned/controlled by shareholders: (b) Loans (to)/from related parties Opening Closing Loans to related parties Cullen Investments Limited - 31 January 2019 11,535,677 - Cullen Investments Limited - 31 January 2018 13,051,321 11,535,677 Cullen Investments Limited - 31 January 2017 9,613,014 13,051,321 Whitespace Atelier Limited - 31 January 2019 272,665 281,714 Whitespace Atelier Limited - 31 January 2018 - 272,665 FOH Online Inc. - 31 January 2018 3,518,009 - FOH Online Inc. - 31 January 2018 - 3,518,009 Loans from related parties SBL Holdings - 31 January 2019 - (1,448,646 ) Naked Inc. - 31 January 2019 (1,368,577 ) - Naked Inc. - 31 January 2018 - (1,368,577 ) Naked Inc. - 31 January 2017 - - EJ Watson - 31 January 2019 (2,289,212 ) On 15th November 2018, the Group entered into a Stock Purchase Agreement with the shareholders of FOH Online Corp (FOH), which included Cullen Investments Limited (Cullen), that the Group will purchase all of the issued and outstanding shares of FOH. Under the terms of the Agreement, the amount owed by Cullen was fully forgiven by the Group (31 January 2018: $11,535,677). Whitespace Atelier Limited (“Whitespace”) is owned by a shareholder of the Naked Brand Group Limited. Beginning 1 Feb 2017, Whitespace is engaged by the Group to procure stock from various suppliers at competitive prices. During the year ended 31 January 2019, purchases amounting to $12,720,499 (31 January 2018: $13,281,727) have been made from Whitespace. As at 31 January 2018, the Group has made prepayments to Whitespace amounting to $281,714 (31 January 2018: $272,665). Subsequent to the merger with Naked Brand Group Inc. on 19th June 2018, Naked Brand Group Inc. became part of the Group as at 31 January 2019. The balances between the subsidiaries are eliminated in the Group Balance Sheet (31 January 2018: $1,368,557). Subsequent to the acquisition of FOH Online Inc. on 15th November 2018, FOH Online Inc. became part of the Group as at 31 January 2019. The balances between the subsidiaries are eliminated in the Group Balance Sheet (31 January 2018: $3,518,009). During the period, a shareholder SBL Holdings Limited loaned the business funds to be utilised as working capital in the business. During the period, and subsequent to the acquisition of FOH Online Inc, the balance of the loan outstanding from EJ Watson as at 31 January 2019 was$ 2,289,212, which includes interest accrued for the period of $81,866 (31 January 2018: Nil) |
Cash Flow Information
Cash Flow Information | 12 Months Ended |
Jan. 31, 2019 | |
Cash Flow Information | |
Cash Flow Information | 35 Cash Flow Information Reconciliation of result for the year to cashflows from operating activities Reconciliation of net income to net cash provided by operating activities: For the Year Ended For the Year Ended For the 7 Months Ended For the Year Ended Loss for the period (49,220 ) (37,593 ) (15,979 ) (20,746 ) Cash flows excluded from profit attributable to operating activities interest paid on borrowings Non-cash flows in profit: - depreciation and amortisation expense 2,382 3,030 1,842 3,516 - impairment expense 8,173 1,914 292 2,157 - fair value gain/(loss) on Convertible Notes derivative 775 (2,393 ) 592 - Changes in assets and liabilities: - (increase) in trade and other receivables 14,267 14,925 (4,748 ) (6,518 ) - (increase) in current tax receivables (355 ) 52 35 (88 ) - (increase)/decrease in derivative assets - - - (2,289 ) - (increase)/decrease in inventories 13,350 6,638 (179 ) 8,088 - (increase)/decrease in deferred tax asset/(liability) (692 ) - - 5,589 - (increase)/decrease in related party receivables 6,531 (906 ) (3,438 ) (5,603 ) - (increase)/decrease in trade and other payables (5,681 ) 6,956 2,078 (11,113 ) - (increase)/decrease in income taxes payable 226 152 635 (483 ) - (increase)/decrease in provisions (522 ) 39 367 311 - (increase)/decrease in foreign currency derivative liability (1,712 ) (5,104 ) (1,343 ) 5,530 - net exchange differences (355 ) (618 ) 90 1,849 Cashflows from operations (9,434 ) (4,116 ) (13,518 ) (5,040 ) |
Events Occurring After the Repo
Events Occurring After the Reporting Date | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of non-adjusting events after reporting period [abstract] | |
Events Occurring After the Reporting Date | 36 Events occurring after the reporting date On February 14, 2019, Carole Hochman resigned from the board of directors and as Executive Chairman. In March 2019 the following share transactions occurred : (1) 1.4m ordinary shares and 1.4m warrants were issued in exchange for services to the value of NZ $0.1m / US$ 87k. The warrants have an exercise price of US$0.50 and expire 2 years from the date of issue. (2) The issue of 11,248,415 ordinary shares to trade creditors in satisfaction of NZ$6.6m / US$4.5m trade payables, at a share price of US$0.40. (3) The issue of 2,119,178 ordinary shares in settlement of a promissory notes in the amount of NZ$1.25m / US$847,671, at a share price of US$0.40 per share. (4) The issue of 4,510,588 ordinary shares to investors in a private placement at a share price of US$0.255 for a total cash consideration of NZ$1.69m / US$1.15m. The investors also received warrants to purchase 4.510,588 ordinary shares, at an exercise price of US$0.306 and expiry 2 years from the date of issue. On April 2, 2019, the board of directors appointed Anna Johnson as Chief Executive Officer. Previously Ms. Johnson was Chief Executive Officer of Bendon Limited, the main operating entity within the Company. At the same time, Justin Davis-Rice was appointed as Executive Chairman and resigned as our Chief Executive Officer. In May 2019, the following share of funding transactions occurred : (1) NZ$4.3m / US$3m cash was raised via a secured convertible promissory note to St. George Investments, with a US$3.32m note principal value. The note accrues daily interest at 10% p.a, and matures on November 13, 2020. The Company has the right to prepay the note, subject to a 15% premium. The note is secured by a second priority security interest over all the Company’s assets and is subordinated to the Company’s existing senior secured credit facility with the Bank of New Zealand. The noteholder has the right to convert the note into Naked ordinary shares at a conversion price of US$0.90 per share, and also has the right, from December 13, 2019, to request redemption of any portion of the note, up to a maximum of US$0.4m per month. (2) NZ$2.17m / US$1.5m cash was raised via the issue of 6m Naked ordinary shares to an investor in a private placement at a share price of US$0.25. The investor also received warrants to purchase 1m Naked ordinary shares. The warrants have an exercise price of US$0.25, and expire 2 years from the date of issue. (3) 653,595 ordinary shares were issued in exchange for the cancellation of NZ$0.3m / US$0.2m in debt held by a shareholder, at a price of US$0.306 per share. In July 2019, the following share transactions occurred : (1) The issue of 25,068,250 ordinary shares to certain suppliers at a price of US$0.10 per share, in cancellation of NZ$3.7m / US$2,506,825 trade payables. (2) The issue of 15.75m ordinary shares to certain investors at a price of US$0.10 per share, and warrants to purchase up to 15.75m ordinary shares, at an exercise price of US$0.10 per share, for a total cash consideration of NZ$2.35m / US$ 1.575m. Warrants to purchase 1.26m ordinary shares were also issued to various designees of the placement agent at an exercise price of US $0.125 per share. The placement agent warrants are immediately exercisable and expire 5.5 years from date of the cash offering. (3) The exercise prices of certain outstanding warrants to purchase 2.8m ordinary shares held by one of the investors were reduced to US$0.10 per share, with the exercise prices previously ranging from US$1.55 to US$3.75. On July 31, 2019, Kelvin Fitzalan was appointed as a member of the board of directors 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 transactions occurred (prior to reverse stock split on December 20 2019, referred to below) : St. George Investments converted 108.2m convertible notes at an $US 0.021 average price, reducing the principal value of the convertible note by $US 2.265m The Company issued a NZ $ 4.8m / $US 3m convertible note in a private placement, maturing December 19 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 June 19, 2020, the holder can request the company redeem any portion of the note, up to a maximum of $US0.6m per month. At same time 79.3m warrants were issued to the note holder at a $US 0.05 exercise price, exercisable at any time, with a December 31 2021 expiry date. 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 January 31 2020, 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) | 12 Months Ended |
Jan. 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 financial year ended 31 January 2019 the Group experienced a loss after income tax from continuing operations of NZ$49.227million (2018: NZ$37.445million) and operating cash outflows of NZ$9.434 million (2018: NZ$4.116million). It also is in a net current liability position of $NZ29.426 million (2018: NZ$20.752million) and a positive net asset position of NZ$10.519 million (2018: net liability position of NZ$5.710million). The losses in the year ended 31 January 2019 were a result of reduced revenue from wholesale customers, increased rebates and discounts, and the plateauing of sales in retail outlets believed to be due to the stores and stockists not having new high margin inventory. The business is experiencing challenging trading conditions which have been impacted by the cancellation of the Stella McCartney licence held by the Group which expired on 30 June 2018, 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$10.075 million of non-trading costs in relation to brand transition, restructure, and transaction costs associated with listing the Group on the Nasdaq stock exchange. The Group also has trade creditors that are trading beyond their original credit terms. The Group has also breached its Bank debt loan covenants during financial year, and is the process of extending their facilities which are currently due on 31 January 2020 to provide the Group and the Bank time to consider a refinance of the facility to a longer term to assist the group continue as a going concern. In consequent to the challenging trading conditions and the negative working capital the business raised NZ$24 million of funds in the form of issued capital and convertible notes over the course of the financial year and generated further working capital by reducing inventory by NZ$9.993million. The Group used the funds to reduce the bank debt from NZ$38.489 million to NZ$20 million, reduce long overdue trade creditors, fund operating losses, reduce costs, rebuild higher margin inventory, recruit new staff, and pay the costs of listing on the Nasdaq stock exchange. It is expected the group will need to continue to fund losses through to the start of the year ending 31 January 2022. This capital raising/recapitalisation is continuing, and management had raised US$32.4 million between March 2019 and the date of this report. At the date of this report management is intending on raising up to a further US$15 million. The Group must complete the fundraising to finalise the recapitalization plan and continue as a going concern. As part of the discussions to renegotiate the Bank facilities the Bank appointed Korda Mentha to review the cash flow and working capital history and forecasts. Korda Mentha produced a report which is consistent with the information in this note and the Bank has advised they will continue to monitor the Group’s performance during the Bank debt renegotiation process. The Directors expect the Bank to offer a new two year facility. The offer of a new Bank facility is dependent on the Group achieving inventory covenants set by the Bank, and the Bank being satisfied with the raising of the remaining capital planned of US$15 million. 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. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively. 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 Group 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 Group 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. |
Leases | (e) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that are transferred to entities in the Group, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Lease payments for operating leases, where substantially all of the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the life of the lease term. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. |
Revenue and Other Income | (f) Revenue and other income Sale of goods Sales of goods through retail stores, e-commerce and wholesale channels are recognised when control of the products have been transferred to the customer which is a point in time. For wholesale and e-commerce sales, risks and rewards are transferred when goods are delivered to customers, and therefore reflects an estimate of shipments that have not been received at year end based on shipping terms and historical delivery times. The Group also provides a reserve for projected merchandise returns based on prior experience. The Group sells gift cards to customers. The Group recognises revenue from gift cards when they are redeemed by the customers. In addition, the Group recognises revenue on all of it’s unredeemed gift cards 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 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. 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 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 if deemed saleable) 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. Other income Other income is recognised on an accruals basis when the Group is entitled to it. |
Brand Management, Administrative and Corporate Expenses | (g) 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, 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 | (h) 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 | (i) 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 | (j) 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 assets 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 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 | (k) 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 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 Regular way 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 | (l) 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 | (m) 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 | (n) Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. |
Trade and Other Payables | (o) 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 paid 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 | (p) 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. 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 | (q) 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. 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 | (r) 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 | (s) 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 Group, excluding any costs of servicing equity other than ordinary shares ● 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 account: ● 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 Group 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 | (t) 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 | (u) 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 | (v) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. |
Foreign Currency Transactions and Balances | (w) 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. |
New and Amended Accounting Standards Adopted by the Group | (x) New and amended accounting standards adopted by the Group A number of new or amended accounting standards become applicable for the current reporting period and the Group had to change it accounting policies as a result of adopting the following accounting standards. - IFRS 9 Financial Instruments - IFRS 15 Revenue from contract with customers There were no material impacts on adoption of IFRS 9 and IFRS 15. The other accounting standards did not have any impact on the Group’s accounting policies and did not require retrospective adjustments. |
New Accounting Standards and Interpretations | (y) New Accounting Standards and Interpretations Certain new accounting standards and interpretations have been published that are not mandatory for 31 January 2018 reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations is set out below. Title of Standard Nature of change Impact Mandatory application date/Date of adoption by Group IFRS 16 Leases The IASB issued a new standard for leases. This will replace IAS 17 The main impact on lessees is that almost all leases go on balance sheet. This is because the balance sheet distinction between operating and finance leases is removed for lessees. Instead, under the new standard an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exemptions are short-term and low-value leases. Management is currently assessing the impact of the new rules and believes the adoption of the provisions of this update will have a material impact on the Group’s consolidated financial statements. The new standard will require that we record a liability and a related asset on the balance sheet for our leased facilities. Management is currently assessing the impact of the new rules and believes the adoption of the provisions of this update will have a material impact on the Group’s consolidated financial statements. Mandatory for financial years commencing on or after 1 January 2019. Expected date of adoption by the Group: 1 February 2019. Title of Standard Nature of change Impact Mandatory application date/Date of adoption by Group IFRC 23 Uncertainty over Income Tax Treatments (IFRIC 23) On June 7, 2017, the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments (“IFRIC 23”). IFRIC 23 clarifies the application of recognition and measurement requirements in IAS 12, Income Taxes, when there is uncertainty over income tax treatments. The IFRIC 23 interpretation specifically addresses whether an entity considers uncertain tax treatments separately; the assumptions an entity makes about the examination of tax treatments by taxation authorities; how an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates; and how an entity considers changes in facts and circumstances. The Group is currently evaluating the impact of adopting this standard on the consolidated financial statements. IFRIC 23 is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted. There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. |
Operating Segments | (z) 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) | 12 Months Ended |
Jan. 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 Plant, furniture, fittings and motor vehicles 3 - 7 years |
Revenue and Other Income (Table
Revenue and Other Income (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Revenue And Other Income | |
Disclosure of Detailed Information About Revenue from Continuing Operations | Revenue from continuing operations For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Gross revenue 120,278 145,452 104,007 163,481 Rebates (8,359 ) (14,064 ) (7,723 ) (12,481 ) 111,920 131,388 96,284 151,000 Sale of goods - Retail 50,443 53,150 34,460 58,837 - Wholesale 29,394 45,901 43,379 77,729 - Online 32,082 32,234 18,157 6,724 111,920 131,285 95,996 143,290 Services - - - 7,702 Other income - 103 288 8 111,920 131,388 96,284 151,000 Sales of goods by geography - New Zealand 40,791 46,665 30,676 62,109 - Australia 32,065 38,208 32,913 53,193 - United States 34,112 32,323 23,146 19,167 - Europe 4,996 14,192 9,549 16,531 111,920 131,388 96,284 151,000 |
Loss for the Period (Tables)
Loss for the Period (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Loss For Period | |
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: For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Finance Costs - Interest expense on external borrowings 2,338 5,431 2,923 3,140 - Interest expense on shareholder loans 1,062 2,807 3,040 7,042 - Amortisation on loan set up costs 641 553 275 227 4,041 8,791 6,238 10,409 Other (gains)/losses - Fair value (gain)/loss on foreign exchange contracts 1,065 (502 ) 2,135 7,660 - Net foreign exchange (gains)/losses (3,027 ) (256 ) 171 (5,237 ) (1,963 ) (758 ) 3,306 2,423 For the Year Ended 31 January 2019 For the Year Ended 31 January 2018 For the 7 Months Ended 31 January 2017 For the Year Ended 30 June 2016 Brand transition, restructure and transaction expenses - Brand transition expenses 291 - - 884 - Onerous contracts (109 ) (265 ) 1,166 789 - Restructure expenses 626 215 103 559 - Transaction expenses 9,268 3,322 52 - 10,075 3,272 1,321 2,232 |
Disclosure of Detailed Information About Profit Loss from Operating Activities in Connection with Specific Expenses | The loss for the year includes the following specific expenses: For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Employee benefits expense: - Salaries and wages 30,872 33,613 19,917 33,666 - Defined contribution expenses 508 545 1,022 1,588 31,380 34,158 20,939 35,254 Depreciation 2,151 2,724 1,664 2,966 Amortisation 231 306 178 323 Impairment loss 8,173 1,914 292 2,157 10,555 4,944 2,134 5,446 Rental expense on operating leases: - Lease payments 9,760 10,807 6,485 11,034 - Sublease payments received - (483 ) (354 ) (567 ) 9,760 10,324 6,131 10,467 |
Income Tax Expense_ (Benefit) (
Income Tax Expense/ (Benefit) (Tables) - Bendon Limited [Member] | 12 Months Ended |
Jan. 31, 2019 | |
Income taxes [Line Items] | |
Disclosure of Detailed Information About Major Components of Tax Expense Income | (a) The major components of tax expense/(benefit) comprise: For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Current tax Current tax on profits for the period (667 ) 537 807 301 Adjustments for current tax of prior periods (607 ) (478 ) 58 (344 ) Total current tax expense/(benefit) (1,274 ) 60 865 (43 ) Deferred tax expense/(benefit) Decreased/(increase) in deferred tax assets (note 28) - - - 5,589 Income tax expense/(benefit) for continuing operations (1,274 ) 60 865 5,546 |
Disclosure of Detailed Information About Reconciliation of Accounting Profit Multiplied by Applicable Tax Rates | (b) Reconciliation of income tax to accounting profit: Loss before income tax (50,494 ) (37,533 ) (15,114 ) (15,200 ) Tax at New Zealand tax rate of 28% (14,138 ) (10,509 ) (4,232 ) (4,256 ) Tax effect of: - permanent differences (including impairment expense) 753 (105 ) (6 ) 757 - adjustments in respect of current income tax of previous years (522 ) (449 ) 41 (237 ) - effects of different tax rates of subsidiaries operating in other jurisdictions 493 (30 ) (15 ) (42 ) - deferred tax assets relating to prior periods no longer recognised (note 28) 12,077 11,150 5,119 3,934 - deferred tax assets relating to the current year not brought to account - 5,589 - other 63 3 (42 ) (199 ) Income tax expense/(benefit) (1,274 ) 60 865 5,546 |
Disclosure of Detailed Information About Tax Losses Not Recognised | (c) Tax losses not recognised For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Unused tax losses for which no deferred tax asset has been recognised 130,587 87,455 43,269 23,765 Potential tax benefit at 28% 36,564 24,487 12,115 6,654 |
Disclosure of Detailed Information About Temporary Differences Not Recognised | (d) Temporary differences not recognised For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$000’s Temporary differences for which no deferred tax asset has been recognised 14,504 14,661 18,703 19,924 Potental tax benefit at 28% 4,061 4,105 5,237 5,579 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Business Combination | |
Disclosure of Detailed Information About Purchase Consideration | Details of the purchase consideration, the net assets acquired and goodwill are as follows: Naked Purchase consideration: Shares issued 14,196 |
Disclosure of Detailed Information About Assets and Liabilities Recognised | The assets and liabilities recognised as a result of the acquisition are as follows: Fair value Cash 592 Trade and other receivables 4,186 Inventories 1,810 Intangible assets - Brand 2,726 Trade and other payables (916 ) Net identifiable assets acquired 8,398 Add: goodwill 5,798 Net assets acquired 14,196 |
Acquisition of FOH Online Cor_2
Acquisition of FOH Online Corp Inc. (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
AcquisitionLineItems [Line Items] | |
Disclosure of Detailed Information About Purchase Consideration | Details of the purchase consideration, the net assets acquired and goodwill are as follows: Naked Purchase consideration: Shares issued 14,196 |
Disclosure of Detailed Information About Assets and Liabilities Recognised | The assets and liabilities recognised as a result of the acquisition are as follows: Fair value Cash 592 Trade and other receivables 4,186 Inventories 1,810 Intangible assets - Brand 2,726 Trade and other payables (916 ) Net identifiable assets acquired 8,398 Add: goodwill 5,798 Net assets acquired 14,196 |
FOH Online Corp Inc. [Member] | |
AcquisitionLineItems [Line Items] | |
Disclosure of Detailed Information About Purchase Consideration | Details of the purchase consideration, the net assets acquired and goodwill are as follows: FOH Purchase consideration: Shares issued 6,872 Debt Forgiveness 13,073 Total purchase consideration 19,946 |
Disclosure of Detailed Information About Assets and Liabilities Recognised | The assets and liabilities recognised as a result of the acquisition are as follows: Fair value Cash 278 Net balance with sub licencee (3,119 ) Loan payable to EJ Watson (2,172 ) Patents and Licences 24,959 Total of assets acquired 19,946 |
Operating Segment (Tables)
Operating Segment (Tables) | 12 Months Ended |
Jan. 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: For the Year For the Year For the 7 Months For the Year Total segment revenue 136,844 156,311 113,031 176,145 Intersegment eliminations (24,924 ) (24,923 ) (16,747 ) (32,855 ) Other revenue - - - 7,710 Total revenue 111,920 131,388 96,284 151,000 |
Disclosure of Reconciliation of Segment EBITDA to Profit or Loss and Other Comprehensive Income | The Board 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. For the Year For the Year For the 7 Months For the Year Segment EBITDA (25,602 ) (24,053 ) (2,126 ) 10,470 Income tax (expense)/benefit 1,274 (60 ) (865 ) (5,546 ) Other revenue - 7,710 Any other reconciling items (24,892 ) (13,481 ) (12,988 ) (33,380 ) Total net loss after tax (49,220 ) (37,593 ) (15,979 ) (20,746 ) |
Disclosure of Detailed Information About 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. For the Year Ended 31 January 2019 For the Year Ended 31 January 2018 For the 7 Months ended 31 January 2017 For the Year Ended 30 June 2016 New Zealand 40,747 46,665 30,676 62,109 Australia 32,065 38,208 32,913 53,193 United States 34,112 32,323 23,146 19,167 Europe 4,996 14,192 9,549 16,531 111,920 131,388 96,284 151,000 |
Disclosure of Detailed Information About Segment Performance | NZ Retail AU Retail NZ Wholesale AU Wholesale US Wholesale EU Wholesale e-commerce Unallocated Total For the year ended 31 January 2019 Revenue from external customers 31,801 18,547 7,154 11,491 5,798 4,996 32,133 - 111,920 Service income - - - - - - - - - 31,801 18,547 7,154 11,491 5,798 4,996 32,133 - 111,920 Cost of sales (15,423 ) (9,192 ) (6,372 ) (8,498 ) (5,222 ) (4,490 ) (21,248 ) (4,034 ) (74,480 ) Gross margin 16,378 9,355 781 2,993 576 506 10,885 (4,034 ) 37,440 Other segment expenses* (13,537 ) (11,003 ) (912 ) (4,495 ) (2,724 ) (1,536 ) (11,248 ) - (45,454 ) Unallocated expenses Administrative expenses - - - - - - - (1,050 ) (1,050 ) Corporate expenses - - - - - - - (17,947 ) (17,947 ) Other foreign exchange gain/loss - - - - - - - 1,409 1,409 EBITDA 2,842 (1,648 ) (130 ) (1,502 ) (2,148 ) (1,030 ) (363 ) (21,623 ) (25,602 ) Brand transition, restructure and transaction expenses - - - - - - - (10,075 ) (10,075 ) Finance expense - - - - - - - (4,041 ) (4,041 ) Impairment expense - - - - - - - (8,173 ) (8,173 ) Depreciation and amortisation - - - - - - - (2,382 ) (2,382 ) Fair value (gain)/loss on foreign exchange contracts - - - - - - - (1,704 ) (1,704 ) Unrealised foreign exchange gain/(loss) - - - - - - - 2,258 2,258 Fair value gain/(loss) on Convertible Note derivative - - - - - - - (775 ) (775 ) Loss before income tax expense 2,842 (1,648 ) (130 ) (1,502 ) (2,148 ) (1,030 ) (363 ) (46,514 ) (50,494 ) Income tax expense - - - - - - - 1,274 1,274 Loss after income tax expense 2,842 (1,648 ) (130 ) (1,502 ) (2,148 ) (1,030 ) (363 ) (45,240 ) (49,220 ) NZ Retail AU Retail NZ Wholesale AU Wholesale US Wholesale EU Wholesale e-commerce Unallocated Total For the year ended 31 January 2018 Revenue from external customers 34,269 18,236 10,453 15,512 6,390 14,192 32,234 - 131,286 Service income - - - - - - - 102 102 34,269 18,236 10,453 15,512 6,390 14,192 32,234 102 131,388 Cost of sales (16,488 ) (9,457 ) (8,213 ) (12,545 ) (6,438 ) (10,221 ) (20,974 ) (3,123 ) (87,459 ) Gross margin 17,781 8,779 2,240 2,967 (48 ) 3,971 11,260 (3,021 ) 43,929 Other segment expenses* (13,451 ) (11,329 ) (1,068 ) (3,781 ) (3,301 ) (2,904 ) (11,520 ) - (47,354 ) Unallocated expenses Administrative expenses - - - - - - - (1,101 ) (1,101 ) Corporate expenses - - - - - - - (19,150 ) (19,150 ) Other foreign exchange gain/loss - - - - - - - (377 ) (377 ) EBITDA 4,330 (2,550 ) 1,172 (814 ) (3,349 ) 1,067 (260 ) (23,649 ) (24,053 ) Brand transition, restructure and transaction expenses - - - - - - - (3,272 ) (3,272 ) Finance expense - - - - - - - (8,791 ) (8,791 ) Impairment expense - - - - - - - (1,914 ) (1,914 ) Depreciation and amortisation - - - - - - - (3,030 ) (3,030 ) Fair value (gain)/loss on foreign exchange contracts - - - - - - - (502 ) (502 ) Unrealised foreign exchange gain/(loss) - - - - - - - 1,636 1,636 Fair value gain/(loss) on Convertible Note derivative - - - - - - - 2,393 2,393 Loss before income tax expense 4,330 (2,550 ) 1,172 (814 ) (3,349 ) 1,067 (260 ) (37,129 ) (37,533 ) Income tax expense - - - - - - - (60 ) (60 ) Loss after income tax expense 4,330 (2,550 ) 1,172 (814 ) (3,349 ) 1,067 (260 ) (37,189 ) (37,593 ) * Other segment expenses relate to brand management expenses and some corporate expenses. NZ Retail AU Retail NZ Wholesale AU Wholesale US Wholesale EU Wholesale e-commerce Unallocated Total For the 7 months ended 31 January 2017 Revenue from external customers 21,953 12,053 7,484 18,091 9,015 9,548 18,140 - 96,284 21,953 12,053 7,484 18,091 9,015 9,548 18,140 - 96,284 Cost of sales (9,707 ) (5,592 ) (4,961 ) (11,431 ) (6,934 ) (6,277 ) (11,902 ) (340 ) (57,144 ) Gross margin 12,246 6,461 2,523 6,660 2,081 3,271 6,238 (340 ) 39,140 Other segment expenses* (7,480 ) (6,196 ) (475 ) (2,089 ) (2,065 ) (2,013 ) (3,654 ) (8,068 ) (32,040 ) Unallocated expenses Administrative expenses - - - - - - - (541 ) (541 ) Corporate expenses - - - - - - - (8,082 ) (8,082 ) Other foreign exchange gain/loss - - - - - - - (603 ) (603 ) EBITDA 4,766 265 2,048 4,571 16 1,258 2,584 (17,634 ) (2,126 ) Brand transition, restructure and transaction expenses - - - - - - - (1,321 ) (1,321 ) Finance expense - - - - - - - (6,238 ) (6,238 ) Impairment expense - (281 ) - - - - - (11 ) (292 ) Depreciation and amortisation expense - - - - - - - (1,842 ) (1,842 ) Fair value gain/(loss) on foreign exchange contracts - - - - - - - (2,135 ) (2,135 ) Unrealised foreign exchange (gain)/loss - - - - - - - (568 ) (568 ) Fair value (gain)/loss on Convertible Note derivative - - - - - - - (592 ) (592 ) Loss before income tax expense 4,766 (16 ) 2,048 4,571 16 1,258 2,584 (30,341 ) (15,114 ) Income tax expense - - - - - - - (865 ) (865 ) Loss after income tax expense 4,766 (16 ) 2,048 4,571 16 1,258 2,584 (31,206 ) (15,979 ) * Other segment expenses relate to brand management expenses and some corporate expenses. NZ Retail AU Retail NZ Wholesale AU Wholesale US Wholesale EU Wholesale e-commerce Unallocated Total For the year ended 30 June 2016 Revenue from external customers 37,389 20,680 15,071 28,021 18,876 16,531 6,722 - 143,290 Service income - - - - - - - 7,702 7,702 Other income - - - - - - - 8 8 37,389 20,680 15,071 28,021 18,876 16,531 6,722 7,710 151,000 Cost of sales (16,053 ) (8,930 ) (10,721 ) (18,056 ) (14,540 ) (11,658 ) (3,582 ) 15 (83,525 ) Gross margin 21,336 11,750 4,350 9,965 4,336 4,873 3,140 7,725 67,475 Other segment expenses* (12,263 ) (9,835 ) (709 ) (3,520 ) (2,817 ) (3,204 ) (2,039 ) (13,975 ) (48,362 ) Unallocated expenses Administrative expenses - - - - - - - (801 ) (801 ) Corporate expenses - - - - - - - (13,002 ) (13,002 ) Other foreign exchange gain/loss - - - - - - - 5,160 5,160 EBITDA 9,073 1,915 3,641 6,445 1,519 1,669 1,101 (14,893 ) 10,470 Brand transition, restructure and transaction expenses - - - - - - - (2,232 ) (2,232 ) Finance expense - - - - - - - (10,409 ) (10,409 ) Impairment expense - - - - - - - - - Depreciation and amortisation expense - - - (2,157 ) - - - (3,289 ) (5,446 ) Fair value gain/(loss) on foreign exchange contracts - - - - - - - (7,660 ) (7,660 ) Unrealised foreign exchange (gain)/loss - - - - - - - 77 77 Loss before income tax expense 9,073 1,915 3,641 4,288 1,519 1,669 1,101 (38,406 ) (15,200 ) Income tax expense - - - - - - - (5,546 ) (5,546 ) Loss after income tax expense 9,073 1,915 3,641 4,288 1,519 1,669 1,101 (43,952 ) (20,746 ) * Other segment expenses relate to brand management expenses and some corporate expenses. |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Cash and cash equivalents [abstract] | |
Schedule of Cash and Cash Equivalents | 31 January 2019 31 January 2018 31 January 2017 Cash on hand 47 54 48 Cash at bank 1,915 10,685 2,596 1,962 10,739 2,644 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Trade and other receivables [abstract] | |
Schedule of Trade and Other Receivables | 31 January 2019 31 January 2018 31 January 2017 CURRENT Trade receivables 7,789 9,982 26,499 Provision for impairment (a) (609 ) (326 ) (537 ) 7,180 9,656 25,962 Prepayments 2,288 1,792 1,779 Other receivables 183 1,717 349 9,650 13,165 28,090 |
Disclosure of Impairment of Receivable | The loss allowance provision as at 31 January 2019 is determined as follows, the expected credit losses incorporate forward looking information. 31 January 2019 0 - 30 days 31 - 60 days 60 - 90 days > 90 days overdue Total Expected loss rate (%) - - - 48.40 Gross carrying amount ($) 5,577 852 101 1,259 7,789 ECL provision - - - 609 609 |
Disclosure of Impairment Loss and Reversal of Impairment Loss | Reconciliation of changes in the provision for impairment of receivables is as follows: For the Year Ended For the Year Ended For the 7 Months Ended NZ $000’s NZ $000’s NZ $000’s Balance at beginning of the period (calculated in accordance with AASB 139) (326 ) (537 ) (268 ) Amount restated through opening retained earnings on adoption of AASB 9 - - - Opening impairment allowance calculated under AASB 9 (326 ) (537 ) (268 ) Additional impairment loss recognised - - - Amounts written off as uncollectable Directly to P&L - - - Movement through provision (1,037 ) (92 ) (364 ) Unused amounts reversed 772 316 80 Foreign exchange movement (18 ) (13 ) 15 Balance at end of the period (609 ) (326 ) (537 ) |
Analysis of Age of Financial Assets That are Past Due but Not Impaired | The ageing analysis of receivables is as follows: 31 January 2019 31 January 2018 31 January 2017 0-30 days 5,577 7,945 14,883 31-60 days 852 335 2,566 61-90 days (past due not impaired) 101 489 2,166 61-90 days (considered impaired) - - - 91+ days (past due not impaired) 3,295 1,213 6,884 91+ days (considered impaired) (2,036 ) - - 7,789 9,982 26,499 |
Disclosure of Transfers of Financial Assets | 31 January 2019 31 January 2018 31 January 2017 Transferred receivables - 9,790 11,649 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of inventories [Abstract] | |
Disclosure of Detailed Information About Inventories | 31 January 2019 31 January 2018 31 January 2017 Finished goods 21,564 31,451 37,904 Provision for impairment (444 ) (338 ) (153 ) 21,120 31,113 37,751 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Disclosure of Detailed Information About Property, Plant and Equipment | 31 January 2019 31 January 2018 31 January 2017 Plant, furniture, fittings and motor vehicles At cost 25,666 27,801 25,455 Accumulated depreciation (25,168 ) (25,789 ) (23,182 ) 499 2,013 2,273 Leasehold improvements At cost 12,035 10,762 10,132 Accumulated depreciation (8,770 ) (8,034 ) (7,441 ) 3,264 2,728 2,691 Total property, plant and equipment 3,763 4,741 4,964 |
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 Plant, furniture, Total Year ended 31 January 2019 Balance at the beginning of the period 2,728 2,013 4,741 Additions 1,501 1,084 2,585 Disposals (105 ) (2,736 ) (2,841 ) Depreciation expense (982 ) (1,170 ) (2,151 ) Impairment - (239 ) (239 ) Foreign exchange movements 121 1,547 1,668 Balance at the end of the year 3,264 499 3,763 Leasehold improvements Plant, Total Year ended 31 January 2018 Balance at the beginning of the period 2,691 2,273 4,964 Additions 285 2,032 2,317 Disposals (4 ) (118 ) (122 ) Depreciation expense (496 ) (2,228 ) (2,724 ) Foreign exchange movements 253 54 306 Balance at the end of the year 2,728 2,013 4,741 Leasehold improvements Plant, Total 7 months ended 31 January 2017 Balance at the beginning of the year 2,795 3,414 6,209 Additions 241 482 723 Depreciation expense (296 ) (1,368 ) (1,664 ) Impairment - (281 ) (281 ) Foreign exchange movements 49 26 75 Balance at the end of the year 2,691 2,273 4,964 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of detailed information about intangible assets [abstract] | |
Disclosure of Detailed Information About Intangible Assets | 31 January 2019 31 January 2018 31 January 2017 Goodwill Cost 5,607 - - Accumulated impairment (3,287 ) - - 2,320 - - Patents, licences and trademarks Cost 25,993 919 1,169 Accumulated amortisation and impairment (918 ) (718 ) (573 ) 25,076 201 596 Brands Cost 14,769 12,463 12,036 Accumulated amortisation and impairment (4,563 ) - - 10,205 12,463 12,036 Software Cost 15,718 15,788 17,308 Accumulated amortisation and impairment (15,455 ) (15,440 ) (15,260 ) 263 348 2,048 Total intangible assets 37,864 13,012 14,680 |
Disclosure of Detailed Information About Movements in Carrying Amounts of Intangible Assets | Software Patents and licences Brands Goodwill Total Year ended 31 January 2019 Balance at the beginning of the year 348 201 12,463 - 13,012 Additions 33 25,076 2,726 5,798 33,634 Amortisation (29 ) (202 ) - - (231 ) Impairment (refer note 12c) (83 ) - (4,563 ) (3,287 ) (7,934 ) Foreign exchange movements (7 ) 1 (420 ) (192 ) (618 ) Closing value at 31 January 2019 263 25,076 10,205 2,320 37,864 Software Patents and licences Brands Goodwill Total Year ended 31 January 2018 Balance at the beginning of the year 2,048 596 12,036 - 14,680 Additions 106 12 - - 118 Amortisation (163 ) (143 ) - - (306 ) Impairment (refer note 12c) (1,650 ) (264 ) - (1,914 ) Foreign exchange movements 7 1 427 - 434 Closing value at 31 January 2018 348 201 12,463 - 13,012 Software Patents Brands Goodwill Total 7 months ended 31 January 2017 Balance at the beginning of the period 2,251 128 12,554 - 14,933 Additions 10 808 - - 818 Amortisation (318 ) (33 ) - - (351 ) Impairment (331 ) - (331 ) Foreign exchange movements 105 24 (518 ) - (389 ) Closing value at 31 January 2017 2,048 596 12,036 - 14,680 |
Disclosure of Information for Cash-generating Units | 31 January 2019 31 January 2018 31 January 2017 United States 2,320 - - Impairment expense 2,320 - - |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Derivative Financial Instruments | |
Schedule of Derivative Financial Instruments | 31 January 2019 31 January 2018 31 January 2017 Current liabilities Forward exchange contracts 1,484 2,087 4,188 |
Derivative on Convertible Not_2
Derivative on Convertible Notes (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure Of Derivative On Convertible Notes [Abstract] | |
Disclosure of Detailed Information About Derivative on Convertible Notes | 31 January 2019 31 January 2018 31 January 2017 Derivative on Convertible Notes - 1,110 4,112 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Trade And Other Payables | |
Disclosure of Detailed Information About Trade and Other Current Payables | 31 January 2019 31 January 2018 31 January 2017 CURRENT Trade payables 23,580 21,143 19,221 Accruals 10,150 9,568 7,503 Employee benefits liabilities 1,815 1,805 1,842 35,545 32,516 28,565 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Borrowings - Disclosure Of Detailed Information About Borrowings | |
Disclosure of Detailed Information About Borrowings | Note 31 January 2019 31 January 2018 31 January 2017 CURRENT Secured liabilities: Bank overdraft - - - Shareholder loans - 10,951 8,200 Leased liability - - - Bank Loans 20,000 16,000 16,000 Debt issuance costs in relation to bank loan (270 ) (218 ) (656 ) Working capital financing bank facility - 22,489 31,710 Convertible notes - 1,740 13,744 Other loan 1,236 1,159 - 20,967 52,121 68,998 |
Provisions (Tables)
Provisions (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Provisions [abstract] | |
Disclosure of Detailed Information About Provisions | 31 January 2019 31 January 2018 31 January 2017 CURRENT Lease contributions 179 412 480 Onerous contracts - 264 377 Make good 742 430 671 921 1,106 1,528 31 January 2019 31 January 2018 31 January 2017 NON-CURRENT Lease contributions 906 910 702 Onerous contracts - - 176 Make good 1,466 1,801 1,371 2,372 2,711 2,249 |
Disclosure of Detailed Information About Reconciliation of Changes in Other Provisions | Lease contributions Onerous contracts Make good Total Opening balance at 1 February 2018 1,321 264 2,230 3,815 Additional provisions recognised 337 - 717 1,054 Unused amounts reversed - - (600 ) (600 ) Unwinding of discounts - - (84 ) (84 ) Amounts used during the year (510 ) (264 ) - (774 ) Exchange differences (62 ) - (56 ) (118 ) Balance at 31 January 2019 1,086 - 2,208 3,294 Lease contributions Onerous contracts Make good Total Opening balance at 1 February 2017 1,182 553 2,042 3,777 Additional provisions recognised 635 - 595 1,230 Unused amounts reversed - - (658 ) (658 ) Unwinding of discounts - - 271 271 Amounts used during the year (547 ) (289 ) (77 ) (913 ) Exchange differences 50 (0 ) 58 108 Balance at 31 January 2018 1,321 264 2,230 3,815 Lease contributions Onerous contracts Make good Total Opening balance at 1 February 2017 1,318 275 1,817 3,410 Additional provisions recognised 145 508 353 1,006 Unused amounts reversed - - (112 ) (112 ) Unwinding of discounts - - (9 ) (9 ) Amounts used during the year (269 ) (230 ) - (499 ) Exchange differences (12 ) - (7 ) (19 ) Balance at 31 January 2018 1,182 553 2,042 3,777 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of classes of share capital [abstract] | |
Disclosure of Detailed Information About Share Capital | 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s 29,640,965(2018: 306,028, 2017: 274,839) Ordinary shares 134,183 68,727 27,948 |
Disclosure of Detailed Information About Ordinary Shares Explanatory | For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s At the beginning of the reporting period 68,727 27,948 3,108 Issuance of new shares 24,840 - Cash collected 23,248 22,990 - - Settle Shareholder loan 12,242 0 - Shares issued in lieu of consultancy fee 692 - - Shares issued in lieu of stock payment 4,045 - Convertible note maturity 4,159 17,789 Business combination with Naked Brand Group Inc. 14,196 - Business combination with FOH Online Inc. 6,872 At the end of the reporting period 134,183 68,727 27,948 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 Company does not have authorised capital or par value in respect of its shares. For the Year Ended 31 January 2019 Number For the Year Ended 31 January 2018 Number For the 7 Months Ended 31 January 2017 Number Naked Brand Group Limited shares issued on close of the merger between Bendon Limited and Naked Brand Group Inc. - Bendon shareholders 20,889,940 306,028 274,839 - Naked shareholders 2,068,438 - Shares issued during the period 6,682,587 - At the end of the period 29,640,965 306,028 274,839 |
Disclosure of Detailed Information About Other Equity Explanatory | 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Value of conversion rights - convertible notes 4,159 17,789 - |
Disclosure of Detailed Information About Gearing Ratio | The gearing ratio for the years ended 31 January 2019, 31 January 2018 and 31 January 2017 are as follows: Note 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Total borrowings 19 20,967 52,121 68,998 Less Cash and cash equivalents 11 (1,962 ) (10,739 ) (1,965 ) Net debt 19,005 41,382 67,033 Equity 10,519 (5,710 ) (9,044 ) Total capital 29,524 35,672 57,989 Gearing ratio 64 % 116 % 116 % |
Reserves (Tables)
Reserves (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of reserves within equity [abstract] | |
Disclosure of Detailed Information About Reserves Within Equity | 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Foreign currency translation reserve Opening balance (2,006 ) (2,154 ) (2,125 ) Trasnfers in (7 ) 148 (29 ) Balance at the end of the year (2,013 ) (2,006 ) (2,154 ) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Loss per share for profit from continuing operations attributable to the ordinary equity holders of the Group: | |
Disclosure of Detailed Information About Earning Loss Per Share | (a) Basic and diluted loss per share For the Year Ended 31 January 2019 NZ$ For the Year Ended 31 January 2018 NZ$ For the 7 Months Ended 31 January 2017 NZ$ For the Year Ended 30 June 2016 NZ$ From continuing operations attributable to the ordinary equity holders of the company (2.01 ) (1.79 ) (0.82 ) (1.13 ) Total basic and diluted loss per share attributable to the ordinary equity holders of the company (2.01 ) (1.79 ) (0.82 ) (1.13 ) All convertible notes 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 January 2018. These notes could potentially dilute earnings/loss per share in the future. (b) Reconciliation of loss used in calculating earnings per share For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s For the Year Ended 30 June 2016 NZ$ Basic and diluted loss per share Profit/(loss) attributable to the ordinary equity holders of the company used in calculating basic earnings per share: (48,946 ) (37,445 ) (16,008 ) (20,715 ) (c) Weighted average number of shares used as the denominator 31 January 2019 Number 31 January 2018 Number 31 January 2017 Number 30 June 2016 Number Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share 24,379,019 20,915,036 19,404,681 18,345,000 * As a result of the merger between Bendon and Naked on 19 June 2018 the calculation of basic and diluted earnings per share for 2018 and 2017 has been adjusted retrospectively. Number of ordinary shares outstanding has been adjusted to reflect the proportionate change in the number of shares. |
Accumulated Losses (Tables)
Accumulated Losses (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Accumulated Losses | |
Disclosure of Detailed Information About Retained Earnings Accumulated Losses | For the Year Ended 31 January 2019 NZ$000’s For the Year Ended 31 January 2018 NZ$000’s For the 7 Months Ended 31 January 2017 NZ$000’s (Accumulated losses)/retained earnings at the beginning of ther period (72,431 ) (34,838 ) (18,859 ) Loss for the period (49,220 ) (37,593 ) (15,979 ) Accumulated losses at the end of ther period (121,651 ) (72,431 ) (34,838 ) |
Capital and Leasing Commitmen_2
Capital and Leasing Commitments (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of capital and leasing commitments [Abstract] | |
Disclosure of Detailed Information About Operating Leases Explanatory | 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Minimum lease payments under non-cancellable operating lease - not later than one year 8,533 9,618 9,472 - between one year and five years 18,039 14,943 14,435 - later than five years 1,485 528 59 28,058 25,089 23,966 |
Disclosure of Detailed Information About Contracted Commitments Explanatory | 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s Licence contract - not later than one year 4,286 3,797 3,652 - between one year and five years 8,696 12,009 15,917 - later than five years - - - 12,982 15,806 19,569 |
Lessor Commitments (Tables)
Lessor Commitments (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of finance lease and operating lease by lessor [abstract] | |
Disclosure of Finance Lease and Operating Lease by Lessor | The future minimum lease payments under non-cancellable leases are: 31 January 2019 NZ $000’s 31 January 2018 NZ $000’s 31 January 2017 NZ $000’s - not later than one year 441 166 503 - between one year and five years 493 - 1,076 - later than five years - - - Total minimum lease payments 934 166 1,579 |
Financial Risk Management (Tabl
Financial Risk Management (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Disclosure of Financial Risk Management | The Group’s liabilities have contractual maturities which are summarised below: Non-derivatives Borrowings NZ$000’s Non-derivatives Trade paybles NZ$000’s Non-derivatives Total NZ$000’s Derivatives Gross future cash settlement on forward currency contracts - inflow NZ$000’s Derivatives Gross future cash settlement on forward currency contracts - (outflow) NZ$000’s Derivatives Total NZ$000’s Not later than 1 month 31 January 2019 1,329 23,580 24,908 18,325 (19,212 ) (887 ) 31 January 2018 24,677 21,143 45,820 13,577 (13,950 ) (373 ) 31 January 2017 56,333 19,221 75,554 2,078 (2,250 ) (172 ) 1 to 3 months 31 January 2019 184 - 184 9,610 (10,061 ) (451 ) 31 January 2018 148 - 148 13,836 (14,453 ) (617 ) 31 January 2017 129 - 129 9,900 (11,326 ) (1,426 ) 3 months to 1 year 31 January 2019 20,184 - 20,184 4,976 (5,121 ) (145 ) 31 January 2018 27,247 - 27,247 20,895 (21,993 ) (1,098 ) 31 January 2017 18,631 - 18,631 37,855 (40,445 ) (2,590 ) 1 to 5 years 31 January 2019 - - - - - - 31 January 2018 - - - - - - 31 January 2017 323 - 323 - - - Total 31 January 2019 21,697 23,580 45,277 32,912 (34,395 ) (1,483 ) 31 January 2018 52,072 21,143 73,215 48,308 (50,396 ) (2,088 ) 31 January 2017 75,416 19,221 94,637 49,833 (54,021 ) (4,188 ) |
Disclosure of Credit Risk Exposure | 31 January 2019 31 January 2018 31 January 2017 NZ $000’s NZ $000’s NZ $000’s Trade receivables Counterparty without external credit ratings New customer less than 6 months 42 12 187 Existing customers (more than 6 months with default in past) 7,747 9,970 26,312 Total trade receivables 7,789 9,982 26,499 31 January 2019 31 January 2018 31 January 2017 NZ $000’s NZ $000’s NZ $000’s Credit ratings AA- 1,915 10,591 265 A+ - 94 (11 ) 1,915 10,685 254 |
Disclosure of Market Risk | Foreign currency denominated financial assets and liabilities, translated into New Zealand Dollars at the closing rate, are as follows: AUD USD GBP EUR HKD Total 31 January 2019 Trade receivables 51 42 - 285 - 378 Trade payables 1 9,035 8 61 7 9,111 Cash and cash equivalents 623 149 38 8 11 829 31 January 2018 Trade receivables 328 199 - 1,376 - 1,903 Trade payables 781 11,209 74 29 53 12,146 Cash and cash equivalents 1,660 7,190 77 92 165 9,185 31 January 2017 Trade receivables 424 211 - 1,509 - 2,144 Trade payables 315 8,557 131 32 16 9,051 Cash and cash equivalents 926 401 131 388 28 1,874 |
Disclosure of Detailed Information About Hedging Instruments | The following table summarises the notional amount of the Group’s commitments in relation to forward exchange contracts. Notional Accounts Average Exchange Rate 31 January 2019 31 January 2018 31 January 2017 31 January 2019 31 January 2018 31 January 2017 Buy USD/ sell NZD Settlement Less than 6 months 34,395 48,149 47,292 0.6620 0.7061 0.6687 6 months to 1 year - - 3,479 - - 0.7186 Buy AUD/ sell NZD Settlement NZ$000’s NZ$000’s NZ$000’s $ $ $ Less than 6 months - 2,247 2,250 - 0.8900 0.8890 Buy GBP/ sell NZD Settlement Less than 6 months NZ$000’s NZ$000’s NZ$000’s $ $ $ |
Disclosure of Financial Instruments by Type of Interest Rate | At the reporting date, the Group is exposed to changes in market interest rates through its bank borrowings, which are subject to variable interest rates. 31 January 2019 31 January 2018 31 January 2017 Floating rate instruments Bank overdrafts - - - Working capital financing bank facility - 22,489 31,710 Convertible notes - 1,740 16,474 Borrowings 20,000 16,000 16,000 20,000 40,229 64,184 |
Currency risk [member] | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Sensitivity Analysis for Types of Market Risk | NZ$000’s +10% -10% USD Net results/Equity (31 January 2018) (954 ) 954 Net results/Equity (31 January 2017) (1,509 ) 1,509 Net results/Equity (30 June 2016) (1,196 ) 1,196 AUD Net results/Equity (31 January 2018) (5 ) 5 Net results/Equity (31 January 2017) (805 ) 805 Net results/Equity (30 June 2016) 86 (86 ) GBP Net results/Equity (31 January 2018) (1 ) 1 Net results/Equity (31 January 2017) (175 ) 175 Net results/Equity (30 June 2016) 34 (34 ) EUR Net results/Equity (31 January 2018) (32 ) 32 Net results/Equity (31 January 2017) (136 ) 136 Net results/Equity (30 June 2016) 186 (186 ) HKD Net results/Equity (31 January 2018) (1 ) 1 Net results/Equity (31 January 2017) (14 ) 14 Net results/Equity (30 June 2016) 1 (1 ) |
Interest Rate Risk [Member] | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Sensitivity Analysis for Types of Market Risk | The calculations are based on the financial instruments held at each reporting date. All other variables are held constant. NZ $000’s 1.00% 1.00% Net results/Equity (31 January 2019) 200 (200 ) Net results/Equity (31 January 2018) 402 (402 ) Net results/Equity (31 January 2017) 642 (642 ) |
Tax Assets and Liabilities (Tab
Tax Assets and Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [abstract] | |
Reconciliation of Changes in Deferred Tax Liability Asset | Opening Balance Charged to Income Charged directly to Equity Changes in Tax Rate Exchange Differences Closing Balance Deferred tax assets/(liabilities) Carried forward tax losses 630 692 - - - 1,322 Intangible assets (630 ) - - - - (630 ) Balance at 31 January 2019 - 692 - - - 692 Carried forward tax losses 630 - - - - 630 Intangible assets (630 ) - - - - (630 ) Balance at 31 January 2018 - - - - - - Carried forward tax losses 630 - - - - 630 Intangible assets (630 ) - - - - (630 ) Balance at 31 January 2017 - - - - - - |
Dividends (Tables)
Dividends (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of dividends [Abstract] | |
Disclosure of Detailed Information About Dividends Explanatory | 31 January 2019 31 January 2018 31 January 2017 Australian franking credits available for subsequent financial years at a tax rate of 30% 3,995 3,995 3,757 New Zealand imputation credits available for subsequent financial years at a tax rate of 28% 236 236 235 |
Key Management Personnel Remu_2
Key Management Personnel Remuneration (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Key Management Personnel Remuneration | |
Disclosure of Detailed Information About Key Management Personnel | Key management personnel remuneration included within employee expenses for the period is shown below: For the Year Ended NZ$000’s For the Year Ended NZ$000’s For the 7 Months Ended NZ$000’s For the Year Ended NZ$000’s Short-term employee benefits 2,056 1,743 1,492 1,752 2,056 1,743 1,492 1,752 |
Interests in Subsidiaries (Tabl
Interests in Subsidiaries (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of subsidiaries [abstract] | |
Disclosure of Composition of Group | Composition of the Group Principal place of business / country of Incorporation Percentage Percentage 2018 Percentage 2017 Subsidiaries: Bendon Retail Limited New Zealand 100 100 100 Bendon Holdings Limited New Zealand 100 100 100 Bendon Holdings Pty Limited Australia 100 100 100 Bendon Pty Limited Australia 100 100 100 Bendon Intimates Pty Limited Australia 100 100 100 PS Holdings No. 1 Pty Limited Australia 100 100 100 Pleasure State Pty Limited Australia 100 100 100 Pleasure State (HK) Limited Hong Kong 100 100 100 Bendon UK Limited United Kingdom 100 100 100 Bendon USA Inc United States of America 100 100 100 Bendon Limited** New Zealand 100 - - Naked Brand Inc. United States of America 100 - - FOH Online Corp Inc. United States of America 100 - - *The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries. ** Bendon Limited was the parent entity in the periods ended 31 January 2018 and 31 January 2017. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Jan. 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 Level 2 Level 3 Total 31 January 2019 Recurring fair value measurements Financial assets Foreign exchange contracts - - - - Financial liabilities Foreign exchange contracts - 1,484 - 1,484 Derivative on Convertible Notes - - - - 31 January 2018 Recurring fair value measurements Financial assets Foreign exchange contracts - - - - Financial liabilities Foreign exchange contracts - 2,087 - 2,087 Derivative on Convertible Notes - - 1,110 1,110 31 January 2017 Recurring fair value measurements Financial assets Foreign exchange contracts - - - - Financial liabilities Foreign exchange contracts - 4,188 - 4,188 Derivative on Convertible Notes - - 4,112 4,112 |
Schedule of Valuation Techniques for Fair Value Measurements Categorized Within Level 3 | The following table presents the changes in level 3 instruments for the year ended 31 January 2019. Convertible Balance at 31 January 2018 1,110 Changes in fair value Conversion (1,110 ) Balance at 31 January 2019 - |
Contingencies (Tables)
Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of contingent liabilities [abstract] | |
Schedule of Contingent Liabilities | The Group had the following contingent liabilities at the end of the reporting period: For the Year Ended NZ$000’s For the Year Ended NZ$000’s For the 7 Months Ended NZ$000’s Rent guarantees to certain landlords 419 419 571 Standby letter of credit to JP Morgan Chase Bank 291 291 286 Guarantee provided to UK Customs Department 329 329 282 Guarantee provided to ANZ for Merchant Service 172 172 - |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of transactions between related parties [abstract] | |
Disclosure of Transactions Between Related Parties | Opening Closing Loans to related parties Cullen Investments Limited - 31 January 2019 11,535,677 - Cullen Investments Limited - 31 January 2018 13,051,321 11,535,677 Cullen Investments Limited - 31 January 2017 9,613,014 13,051,321 Whitespace Atelier Limited - 31 January 2019 272,665 281,714 Whitespace Atelier Limited - 31 January 2018 - 272,665 FOH Online Inc. - 31 January 2018 3,518,009 - FOH Online Inc. - 31 January 2018 - 3,518,009 Loans from related parties SBL Holdings - 31 January 2019 - (1,448,646 ) Naked Inc. - 31 January 2019 (1,368,577 ) - Naked Inc. - 31 January 2018 - (1,368,577 ) Naked Inc. - 31 January 2017 - - EJ Watson - 31 January 2019 (2,289,212 ) |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Cash Flow Information | |
Schedule of Cash Flow Information | Reconciliation of net income to net cash provided by operating activities: For the Year Ended For the Year Ended For the 7 Months Ended For the Year Ended Loss for the period (49,220 ) (37,593 ) (15,979 ) (20,746 ) Cash flows excluded from profit attributable to operating activities interest paid on borrowings Non-cash flows in profit: - depreciation and amortisation expense 2,382 3,030 1,842 3,516 - impairment expense 8,173 1,914 292 2,157 - fair value gain/(loss) on Convertible Notes derivative 775 (2,393 ) 592 - Changes in assets and liabilities: - (increase) in trade and other receivables 14,267 14,925 (4,748 ) (6,518 ) - (increase) in current tax receivables (355 ) 52 35 (88 ) - (increase)/decrease in derivative assets - - - (2,289 ) - (increase)/decrease in inventories 13,350 6,638 (179 ) 8,088 - (increase)/decrease in deferred tax asset/(liability) (692 ) - - 5,589 - (increase)/decrease in related party receivables 6,531 (906 ) (3,438 ) (5,603 ) - (increase)/decrease in trade and other payables (5,681 ) 6,956 2,078 (11,113 ) - (increase)/decrease in income taxes payable 226 152 635 (483 ) - (increase)/decrease in provisions (522 ) 39 367 311 - (increase)/decrease in foreign currency derivative liability (1,712 ) (5,104 ) (1,343 ) 5,530 - net exchange differences (355 ) (618 ) 90 1,849 Cashflows from operations (9,434 ) (4,116 ) (13,518 ) (5,040 ) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
SummaryOfSignificantAccountingPoliciesLineItems [Line Items] | ||||
Loss for the period | $ (15,979) | $ (49,220) | $ (37,593) | $ (20,746) |
Cash flows from (used in) operating activities | (13,518) | (9,434) | (4,116) | (5,040) |
Net current liability | 29,426 | 20,752 | ||
Assets (liabilities) | (9,043) | 10,519 | (5,710) | |
Non-trading costs | 10,075 | |||
Negative working capital | 24,000 | |||
Decrease in inventory | $ (179) | 13,350 | $ 6,638 | $ 8,088 |
Short-term debt | 1,159 | |||
Increase in capital | 12,179 | |||
Amount of capital raise in planning | $ 19,409 | |||
Bank Facilities [Member] | ||||
SummaryOfSignificantAccountingPoliciesLineItems [Line Items] | ||||
Facility description | Renegotiating the current bank facilities of NZ$20 million to a facility that is at least a 12 month facility. | |||
March 2019 and 31 January 2020 [Member] | ||||
SummaryOfSignificantAccountingPoliciesLineItems [Line Items] | ||||
Increase in capital | $ 324,000 | |||
Bottom of Range [Member] | ||||
SummaryOfSignificantAccountingPoliciesLineItems [Line Items] | ||||
Useful lives or amortisation rates, intangible assets other than goodwill | 5 years | |||
Top of Range [member] | ||||
SummaryOfSignificantAccountingPoliciesLineItems [Line Items] | ||||
Useful lives or amortisation rates, intangible assets other than goodwill | 50 years | |||
Bank Borrowing Facility Agreement [Member] | ||||
SummaryOfSignificantAccountingPoliciesLineItems [Line Items] | ||||
Short-term debt | $ 38,489 | |||
Increase in capital | 15,000 | |||
Bank Borrowing Facility Agreement [Member] | Bottom of Range [Member] | ||||
SummaryOfSignificantAccountingPoliciesLineItems [Line Items] | ||||
Short-term debt | $ 20,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disclosure of Detailed Information About Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Jan. 31, 2019 | |
Leasehold Improvements [member] | |
BasisOfPreparationLineItems [Line Items] | |
Useful lives or depreciation rates, property, plant and equipment | 1 - 10 years |
Plant, Furniture, Fittings and Motor Vehicles [Member] | |
BasisOfPreparationLineItems [Line Items] | |
Useful lives or depreciation rates, property, plant and equipment | 3 - 7 years |
Revenue and Other Income - Disc
Revenue and Other Income - Disclosure of Detailed Information About Revenue from Continuing Operations (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
RevenueAndOtherIncomeLineItems [Line Items] | ||||
Gross revenue | $ 104,007 | $ 120,278 | $ 145,452 | $ 163,481 |
Rebates | (7,723) | (8,359) | (14,064) | (12,481) |
Revenue | 96,284 | 111,920 | 131,388 | 151,000 |
Sale of goods | 95,996 | 111,920 | 131,285 | 143,290 |
Services | 7,702 | |||
Other income | 288 | 103 | 8 | |
New Zealand [Member] | ||||
RevenueAndOtherIncomeLineItems [Line Items] | ||||
Revenue | 30,676 | 40,791 | 46,665 | 62,109 |
Australia [Member] | ||||
RevenueAndOtherIncomeLineItems [Line Items] | ||||
Revenue | 32,913 | 32,065 | 38,208 | 53,193 |
United States [Member] | ||||
RevenueAndOtherIncomeLineItems [Line Items] | ||||
Revenue | 23,146 | 34,112 | 32,323 | 19,167 |
Europe [Member] | ||||
RevenueAndOtherIncomeLineItems [Line Items] | ||||
Revenue | 9,549 | 4,996 | 14,192 | 16,531 |
Retail [Member] | ||||
RevenueAndOtherIncomeLineItems [Line Items] | ||||
Sale of goods | 34,460 | 50,443 | 53,150 | 58,837 |
Wholesale [Member] | ||||
RevenueAndOtherIncomeLineItems [Line Items] | ||||
Sale of goods | 43,379 | 29,394 | 45,901 | 77,729 |
Online [Member] | ||||
RevenueAndOtherIncomeLineItems [Line Items] | ||||
Sale of goods | $ 18,157 | $ 32,082 | $ 32,234 | $ 6,724 |
Loss for the Period - Disclosur
Loss for the Period - Disclosure of Detailed Information About Profit Loss from Operating Activities (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Loss For Period | ||||
Interest expense on external borrowings | $ 2,923 | $ 2,338 | $ 5,431 | $ 3,140 |
Interest expense on shareholder loans | 3,040 | 1,062 | 2,807 | 7,042 |
Amortisation on loan set up costs | 275 | 641 | 553 | 227 |
Finance costs | 6,238 | 4,041 | 8,791 | 10,409 |
Fair value (gain)/loss on foreign exchange contracts | 2,135 | 1,065 | (502) | 7,660 |
Net foreign exchange(gains)/losses | 171 | (3,027) | (256) | (5,237) |
Other (gains)/losses | 3,306 | (1,963) | (758) | 2,423 |
Brand transition expenses | 291 | 884 | ||
Onerous contracts | 1,166 | (109) | (265) | 789 |
Restructure expenses | 103 | 626 | 215 | 559 |
Transaction expenses | 52 | 9,268 | 3,322 | |
Brand transition, restructure and transaction expenses | $ (1,321) | $ (10,075) | $ (3,272) | $ (2,232) |
Loss for the Period - Disclos_2
Loss for the Period - Disclosure of Detailed Information About Profit Loss from Operating Activities in Connection with Specific Expenses (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Loss For Period | ||||
Salaries and wages | $ 19,917 | $ 30,872 | $ 33,613 | $ 33,666 |
Defined contribution expenses | 1,022 | 508 | 545 | 1,588 |
Employee benefits expense | 20,939 | 31,380 | 34,158 | 35,254 |
Depreciation | 1,664 | 2,151 | 2,724 | 2,966 |
Amortisation | 178 | 231 | 306 | 323 |
Impairment loss | 292 | 8,173 | 1,914 | 2,157 |
Depreciation, amortisation and impairment loss (reversal of impairment loss) recognised in profit or loss | 2,134 | 10,555 | 4,944 | 5,446 |
Lease payments | 6,485 | 9,760 | 10,807 | 11,034 |
Sublease payments received | (354) | (483) | (567) | |
Rental expense on operating leases | $ 6,131 | $ 9,760 | $ 10,324 | $ 10,467 |
Income Tax Expense_(Benefit) -
Income Tax Expense/(Benefit) - Disclosure of Detailed Information About Major Components of Tax Expense Income (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Income taxes [Abstract] | ||||
Current tax on profits for the period | $ 807 | $ (667) | $ 537 | $ 301 |
Adjustments for current tax of prior periods | 58 | (607) | (478) | (344) |
Total current tax expense/(benefit) | 865 | (1,274) | 60 | (43) |
Decreased/(increase) in deferred tax assets (note 28) | 5,589 | |||
Income tax expense/(benefit) for continuing operations | $ 865 | $ (1,274) | $ 60 | $ 5,546 |
Income Tax Expense_(Benefit) _2
Income Tax Expense/(Benefit) - Disclosure of Detailed Information About Reconciliation of Accounting Profit Multiplied by Applicable Tax Rates (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Income taxes [Abstract] | ||||
Loss before income tax | $ (15,114) | $ (50,494) | $ (37,533) | $ (15,200) |
Tax at New Zealand tax rate of 28% | (4,232) | (14,138) | (10,509) | (4,256) |
Tax effect of: permanent differences (including impairment expense) | (6) | 753 | (105) | 757 |
Tax effect of: adjustments in respect of current income tax of previous years | 41 | (522) | (449) | (237) |
Tax effect of: effects of different tax rates of subsidiaries operating in other jurisdictions | (15) | 493 | (30) | (42) |
Tax effect of: deferred tax assets relating to prior periods no longer recognised (note 28) | 5,119 | 12,077 | 11,150 | 3,934 |
Tax effect of: deferred tax assets relating to the current year not brought to account | 5,589 | |||
Tax effect of: other | (42) | 63 | 3 | (199) |
Income tax expense/(benefit) | $ 865 | $ (1,274) | $ 60 | $ 5,546 |
Income Tax Expense_(Benefit) _3
Income Tax Expense/(Benefit) - Disclosure of Detailed Information About Reconciliation of Accounting Profit Multiplied by Applicable Tax Rates (Details) (Parenthetical) | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Income taxes [Abstract] | ||||
Applicable tax rate | 28.00% | 28.00% | 28.00% | 28.00% |
Income Tax Expense_(Benefit) _4
Income Tax Expense/(Benefit) - Disclosure of Detailed Information About Tax Losses Not Recognised (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Income taxes [Abstract] | ||||
Unused tax losses for which no deferred tax asset has been recognised | $ 43,269 | $ 130,587 | $ 87,455 | $ 23,765 |
Potential tax benefit at 28% | $ 12,115 | $ 36,564 | $ 24,487 | $ 6,654 |
Income Tax Expense_(Benefit) _5
Income Tax Expense/(Benefit) - Disclosure of Detailed Information About Temporary Differences Not Recognised (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Income taxes [Abstract] | ||||
Temporary differences for which no deferred tax asset has been recognised | $ 18,703 | $ 14,504 | $ 14,661 | $ 19,924 |
Potential tax benefit at 28% | $ 5,237 | $ 4,061 | $ 4,105 | $ 5,579 |
Business Combinations (Details
Business Combinations (Details Narrative) - NZD ($) | Feb. 02, 2018 | Jan. 31, 2019 | Jan. 31, 2019 |
Business Combination | |||
Acquisition-related costs | $ 3,739,279 | ||
Number of shares issued | 100,000 | ||
Value of shares issued | $ 700,000 | ||
Business contributed revenues | $ 113,969,040 | $ 2,244,095 | |
Net loss | $ 49,255,319 | $ 813,808 |
Business Combinations - Disclos
Business Combinations - Disclosure of Detailed Information About Purchase Consideration (Details) - NZD ($) $ in Thousands | Nov. 15, 2018 | Jan. 31, 2019 |
Business Combination | ||
Total purchase consideration | $ 19,946 | $ 14,196 |
Business Combinations - Discl_2
Business Combinations - Disclosure of Detailed Information About Assets and Liabilities Recognised (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Nov. 15, 2018 |
DisclosureOfBusinessCombinationLineItems [Line Items] | ||
Cash | $ 592 | $ 278 |
Trade and other receivables | 4,186 | |
Inventories | 1,810 | |
Trade and other payables | (916) | |
Net identifiable assets acquired | 8,398 | $ 19,946 |
Add: goodwill | 5,798 | |
Net assets acquired | 14,196 | |
Brand [Member] | ||
DisclosureOfBusinessCombinationLineItems [Line Items] | ||
Intangible assets | $ 2,726 |
Acquisition of FOH Online Cor_3
Acquisition of FOH Online Corp Inc. - Disclosure of Detailed Information About Purchase Consideration (Details) - NZD ($) $ in Thousands | Nov. 15, 2018 | Jan. 31, 2019 |
Acquisition Of Foh Online Corp Inc. | ||
Shares issued | $ 6,872 | |
Debt Forgiveness | 13,073 | |
Total purchase consideration | $ 19,946 | $ 14,196 |
Acquisition of FOH Online Cor_4
Acquisition of FOH Online Corp Inc. - Disclosure of Detailed Information About Assets and Liabilities Recognised (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Nov. 15, 2018 |
Acquisition Of Foh Online Corp Inc. | ||
Cash | $ 592 | $ 278 |
Net balance with sub licencee | (3,119) | |
Loan payable to EJ Watson | (2,172) | |
Patents and Licences | 24,959 | |
Net identifiable assets acquired | $ 8,398 | $ 19,946 |
Operating Segments (Details Nar
Operating Segments (Details Narrative) | 12 Months Ended |
Jan. 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 | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Operating Segment | ||||
Total segment revenue | $ 113,031 | $ 136,844 | $ 156,311 | $ 176,145 |
Intersegment eliminations | (16,747) | (24,924) | (24,923) | (32,855) |
Other revenue | 7,710 | |||
Total revenue | $ 96,284 | $ 111,920 | $ 131,388 | $ 151,000 |
Operating Segment - Disclosur_2
Operating Segment - Disclosure of Reconciliation of Segment EBITDA to Profit or Loss and Other Comprehensive Income (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Operating Segment | ||||
Segment EBITDA | $ (2,126) | $ (25,602) | $ (24,053) | $ 10,470 |
Income tax (expense)/benefit | (865) | 1,274 | (60) | (5,546) |
Other revenue | 7,710 | |||
Any other reconciling items | (12,988) | (24,892) | (13,481) | (33,380) |
Loss for the period | $ (15,979) | $ (49,220) | $ (37,593) | $ (20,746) |
Operating Segment - Disclosur_3
Operating Segment - Disclosure of Detailed Information About Geographical Information (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
DisclosureOfOperatingSegmentLineItems [Line Items] | ||||
Revenue | $ 96,284 | $ 111,920 | $ 131,388 | $ 151,000 |
New Zealand [Member] | ||||
DisclosureOfOperatingSegmentLineItems [Line Items] | ||||
Revenue | 30,676 | 40,791 | 46,665 | 62,109 |
Australia [Member] | ||||
DisclosureOfOperatingSegmentLineItems [Line Items] | ||||
Revenue | 32,913 | 32,065 | 38,208 | 53,193 |
United States [Member] | ||||
DisclosureOfOperatingSegmentLineItems [Line Items] | ||||
Revenue | 23,146 | 34,112 | 32,323 | 19,167 |
Europe [Member] | ||||
DisclosureOfOperatingSegmentLineItems [Line Items] | ||||
Revenue | $ 9,549 | $ 4,996 | $ 14,192 | $ 16,531 |
Operating Segment - Disclosur_4
Operating Segment - Disclosure of Detailed Information About Segment Performance (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | ||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Service income | $ 7,702 | ||||
Revenue | 96,284 | 111,920 | 131,388 | 151,000 | |
Cost of sales | (57,144) | (74,480) | (87,459) | (83,525) | |
Gross margin | 39,140 | 37,440 | 43,929 | 67,475 | |
Administrative expenses | (2,383) | (3,432) | (4,131) | (4,090) | |
Corporate expenses | (8,082) | (14,145) | (12,851) | (13,002) | |
Other foreign exchange gain/loss | 3,306 | (1,963) | (757) | 2,423 | |
EBITDA | (2,126) | (25,602) | (24,053) | 10,470 | |
Brand transition, restructure and transaction expenses | (1,321) | (10,075) | (3,272) | (2,232) | |
Finance expense | (6,238) | (4,041) | (8,791) | (10,409) | |
Impairment expense | (292) | (8,173) | (1,914) | (2,157) | |
Fair value gain/(loss) on foreign exchange contracts | 2,135 | 1,065 | (502) | 7,660 | |
Fair value (gain)/loss on Convertible Note derivative | (592) | (775) | 2,393 | ||
Loss before income tax expense | (15,114) | (50,494) | (37,533) | (15,200) | |
Income tax expense | (865) | 1,274 | (60) | (5,546) | |
Loss for the period | (15,979) | (49,220) | (37,593) | (20,746) | |
Operating Segments [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | 96,284 | 111,920 | 131,286 | 143,290 | |
Service income | 102 | 7,702 | |||
Other income | 8 | ||||
Revenue | 96,284 | 111,920 | 131,388 | 151,000 | |
Cost of sales | (57,144) | (74,480) | (87,459) | (83,525) | |
Gross margin | 39,140 | 37,440 | 43,929 | 67,475 | |
Other segment expenses | [1] | (32,040) | (45,454) | (47,354) | (48,362) |
Administrative expenses | (541) | (1,050) | (1,101) | (801) | |
Corporate expenses | (8,082) | (17,947) | (19,150) | (13,002) | |
Other foreign exchange gain/loss | (603) | 1,409 | (377) | 5,160 | |
EBITDA | (2,126) | (25,602) | (24,053) | 10,470 | |
Brand transition, restructure and transaction expenses | (1,321) | (10,075) | (3,272) | (2,232) | |
Finance expense | (6,238) | (4,041) | (8,791) | (10,409) | |
Impairment expense | (292) | (8,173) | (1,914) | ||
Depreciation and amortisation | (1,842) | (2,382) | (3,030) | (5,446) | |
Fair value gain/(loss) on foreign exchange contracts | (2,135) | (1,704) | (502) | (7,660) | |
Unrealised foreign exchange gain/(loss) | (568) | 2,258 | 1,636 | 77 | |
Fair value (gain)/loss on Convertible Note derivative | (592) | (775) | 2,393 | ||
Loss before income tax expense | (15,114) | (50,494) | (37,533) | (15,200) | |
Income tax expense | (865) | 1,274 | (60) | (5,546) | |
Loss for the period | (15,979) | (49,220) | (37,593) | (20,746) | |
Operating Segments [Member] | New Zealand Retail [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | 21,953 | 31,801 | 34,269 | 37,389 | |
Service income | |||||
Other income | |||||
Revenue | 21,953 | 31,801 | 34,269 | 37,389 | |
Cost of sales | (9,707) | (15,423) | (16,488) | (16,053) | |
Gross margin | 12,246 | 16,378 | 17,781 | 21,336 | |
Other segment expenses | [1] | (7,480) | (13,537) | (13,451) | (12,263) |
Administrative expenses | |||||
Corporate expenses | |||||
Other foreign exchange gain/loss | |||||
EBITDA | 4,766 | 2,842 | 4,330 | 9,073 | |
Brand transition, restructure and transaction expenses | |||||
Finance expense | |||||
Impairment expense | |||||
Depreciation and amortisation | |||||
Fair value gain/(loss) on foreign exchange contracts | |||||
Unrealised foreign exchange gain/(loss) | |||||
Fair value (gain)/loss on Convertible Note derivative | |||||
Loss before income tax expense | 4,766 | 2,842 | 4,330 | 9,073 | |
Income tax expense | |||||
Loss for the period | 4,766 | 2,842 | 4,330 | 9,073 | |
Operating Segments [Member] | Australia Retail [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | 12,053 | 18,547 | 18,236 | 20,680 | |
Service income | |||||
Other income | |||||
Revenue | 12,053 | 18,547 | 18,236 | 20,680 | |
Cost of sales | (5,592) | (9,192) | (9,457) | (8,930) | |
Gross margin | 6,461 | 9,355 | 8,779 | 11,750 | |
Other segment expenses | [1] | (6,196) | (11,003) | (11,329) | (9,835) |
Administrative expenses | |||||
Corporate expenses | |||||
Other foreign exchange gain/loss | |||||
EBITDA | 265 | (1,648) | (2,550) | 1,915 | |
Brand transition, restructure and transaction expenses | |||||
Finance expense | |||||
Impairment expense | (281) | ||||
Depreciation and amortisation | |||||
Fair value gain/(loss) on foreign exchange contracts | |||||
Unrealised foreign exchange gain/(loss) | |||||
Fair value (gain)/loss on Convertible Note derivative | |||||
Loss before income tax expense | (16) | (1,648) | (2,550) | 1,915 | |
Income tax expense | |||||
Loss for the period | (16) | (1,648) | (2,550) | 1,915 | |
Operating Segments [Member] | New Zealand Wholesale [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | 7,484 | 7,154 | 10,453 | 15,071 | |
Service income | |||||
Other income | |||||
Revenue | 7,484 | 7,154 | 10,453 | 15,071 | |
Cost of sales | (4,961) | (6,372) | (8,213) | (10,721) | |
Gross margin | 2,523 | 781 | 2,240 | 4,350 | |
Other segment expenses | [1] | (475) | (912) | (1,068) | (709) |
Administrative expenses | |||||
Corporate expenses | |||||
Other foreign exchange gain/loss | |||||
EBITDA | 2,048 | (130) | 1,172 | 3,641 | |
Brand transition, restructure and transaction expenses | |||||
Finance expense | |||||
Impairment expense | |||||
Depreciation and amortisation | |||||
Fair value gain/(loss) on foreign exchange contracts | |||||
Unrealised foreign exchange gain/(loss) | |||||
Fair value (gain)/loss on Convertible Note derivative | |||||
Loss before income tax expense | 2,048 | (130) | 1,172 | 3,641 | |
Income tax expense | |||||
Loss for the period | 2,048 | (130) | 1,172 | 3,641 | |
Operating Segments [Member] | Australia Wholesale [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | 18,091 | 11,491 | 15,512 | 28,021 | |
Service income | |||||
Other income | |||||
Revenue | 18,091 | 11,491 | 15,512 | 28,021 | |
Cost of sales | (11,431) | (8,498) | (12,545) | (18,056) | |
Gross margin | 6,660 | 2,993 | 2,967 | 9,965 | |
Other segment expenses | [1] | (2,089) | (4,495) | (3,781) | (3,520) |
Administrative expenses | |||||
Corporate expenses | |||||
Other foreign exchange gain/loss | |||||
EBITDA | 4,571 | (1,502) | (814) | 6,445 | |
Brand transition, restructure and transaction expenses | |||||
Finance expense | |||||
Impairment expense | |||||
Depreciation and amortisation | (2,157) | ||||
Fair value gain/(loss) on foreign exchange contracts | |||||
Unrealised foreign exchange gain/(loss) | |||||
Fair value (gain)/loss on Convertible Note derivative | |||||
Loss before income tax expense | 4,571 | (1,502) | (814) | 4,288 | |
Income tax expense | |||||
Loss for the period | 4,571 | (1,502) | (814) | 4,288 | |
Operating Segments [Member] | US Wholesale [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | 9,015 | 5,798 | 6,390 | 18,876 | |
Service income | |||||
Other income | |||||
Revenue | 9,015 | 5,798 | 6,390 | 18,876 | |
Cost of sales | (6,934) | (5,222) | (6,438) | (14,540) | |
Gross margin | 2,081 | 576 | (48) | 4,336 | |
Other segment expenses | [1] | (2,065) | (2,724) | (3,301) | (2,817) |
Administrative expenses | |||||
Corporate expenses | |||||
Other foreign exchange gain/loss | |||||
EBITDA | 16 | (2,148) | (3,349) | 1,519 | |
Brand transition, restructure and transaction expenses | |||||
Finance expense | |||||
Impairment expense | |||||
Depreciation and amortisation | |||||
Fair value gain/(loss) on foreign exchange contracts | |||||
Unrealised foreign exchange gain/(loss) | |||||
Fair value (gain)/loss on Convertible Note derivative | |||||
Loss before income tax expense | 16 | (2,148) | (3,349) | 1,519 | |
Income tax expense | |||||
Loss for the period | 16 | (2,148) | (3,349) | 1,519 | |
Operating Segments [Member] | Europe Wholesale [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | 9,548 | 4,996 | 14,192 | 16,531 | |
Service income | |||||
Other income | |||||
Revenue | 9,548 | 4,996 | 14,192 | 16,531 | |
Cost of sales | (6,277) | (4,490) | (10,221) | (11,658) | |
Gross margin | 3,271 | 506 | 3,971 | 4,873 | |
Other segment expenses | [1] | (2,013) | (1,536) | (2,904) | (3,204) |
Administrative expenses | |||||
Corporate expenses | |||||
Other foreign exchange gain/loss | |||||
EBITDA | 1,258 | (1,030) | 1,067 | 1,669 | |
Brand transition, restructure and transaction expenses | |||||
Finance expense | |||||
Impairment expense | |||||
Depreciation and amortisation | |||||
Fair value gain/(loss) on foreign exchange contracts | |||||
Unrealised foreign exchange gain/(loss) | |||||
Fair value (gain)/loss on Convertible Note derivative | |||||
Loss before income tax expense | 1,258 | (1,030) | 1,067 | 1,669 | |
Income tax expense | |||||
Loss for the period | 1,258 | (1,030) | 1,067 | 1,669 | |
Operating Segments [Member] | E-Commerce [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | 18,140 | 32,133 | 32,234 | 6,722 | |
Service income | |||||
Other income | |||||
Revenue | 18,140 | 32,133 | 32,234 | 6,722 | |
Cost of sales | (11,902) | (21,248) | (20,974) | (3,582) | |
Gross margin | 6,238 | 10,885 | 11,260 | 3,140 | |
Other segment expenses | [1] | (3,654) | (11,248) | (11,520) | (2,039) |
Administrative expenses | |||||
Corporate expenses | |||||
Other foreign exchange gain/loss | |||||
EBITDA | 2,584 | (363) | (260) | 1,101 | |
Brand transition, restructure and transaction expenses | |||||
Finance expense | |||||
Impairment expense | |||||
Depreciation and amortisation | |||||
Fair value gain/(loss) on foreign exchange contracts | |||||
Unrealised foreign exchange gain/(loss) | |||||
Fair value (gain)/loss on Convertible Note derivative | |||||
Loss before income tax expense | 2,584 | (363) | (260) | 1,101 | |
Income tax expense | |||||
Loss for the period | 2,584 | (363) | (260) | 1,101 | |
Operating Segments [Member] | Unallocated [Member] | |||||
DisclosureOfOperatingSegmentLineItems [Line Items] | |||||
Revenue from external customers | |||||
Service income | 102 | 7,702 | |||
Other income | 8 | ||||
Revenue | 102 | 7,710 | |||
Cost of sales | (340) | (4,034) | (3,123) | 15 | |
Gross margin | (340) | (4,034) | (3,021) | 7,725 | |
Other segment expenses | [1] | (8,068) | (13,975) | ||
Administrative expenses | (541) | (1,050) | (1,101) | (801) | |
Corporate expenses | (8,082) | (17,947) | (19,150) | (13,002) | |
Other foreign exchange gain/loss | (603) | 1,409 | (377) | 5,160 | |
EBITDA | (17,634) | (21,623) | (23,649) | (14,893) | |
Brand transition, restructure and transaction expenses | (1,321) | (10,075) | (3,272) | (2,232) | |
Finance expense | (6,238) | (4,041) | (8,791) | (10,409) | |
Impairment expense | (11) | (8,173) | (1,914) | ||
Depreciation and amortisation | (1,842) | (2,382) | (3,030) | (3,289) | |
Fair value gain/(loss) on foreign exchange contracts | (2,135) | (1,704) | (502) | (7,660) | |
Unrealised foreign exchange gain/(loss) | (568) | 2,258 | 1,636 | 77 | |
Fair value (gain)/loss on Convertible Note derivative | (592) | (775) | 2,393 | ||
Loss before income tax expense | (30,341) | (46,514) | (37,129) | (38,406) | |
Income tax expense | (865) | 1,274 | (60) | (5,546) | |
Loss for the period | $ (31,206) | $ (45,240) | $ (37,189) | $ (43,952) | |
[1] | Other segment expenses relate to brand management expenses and some corporate expenses. |
Cash and Cash Equivalents - Sch
Cash and Cash Equivalents - Schedule of Cash and Cash Equivalents (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Cash and cash equivalents [abstract] | |||||
Cash on hand | $ 47 | $ 54 | $ 48 | ||
Cash at bank | 1,915 | 10,685 | 2,596 | ||
Cash and cash equivalents | $ 1,962 | $ 10,739 | $ 2,644 | $ 4,193 | $ 1,246 |
Trade and Other Receivables (De
Trade and Other Receivables (Details Narrative) | Jan. 31, 2019 |
Trade and other receivables [abstract] | |
Percentage of recognised loss allowance against identifiable receivables | 48.40% |
Trade and Other Receivables - S
Trade and Other Receivables - Schedule of Trade and Other Receivables (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Trade and other receivables [abstract] | |||
Trade receivables | $ 7,789 | $ 9,982 | $ 26,499 |
Provision for impairment | (609) | (326) | (537) |
Trade Receivables Net | 7,180 | 9,656 | 25,962 |
Prepayments | 2,288 | 1,792 | 1,779 |
Other receivables | 183 | 1,717 | 349 |
Total current trade and other receivables | $ 9,650 | $ 13,165 | $ 28,090 |
Trade and Other Receivables - D
Trade and Other Receivables - Disclosure of Impairment of Receivable (Details) - NZD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
TradeAndOtherReceivablesLineItems [Line Items] | |||
Gross carrying amount ($) | $ 7,789 | $ 9,982 | $ 26,499 |
ECL provision | $ 609 | ||
0 - 30 Days [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Expected loss rate (%) | |||
Gross carrying amount ($) | $ 5,577 | 7,945 | 14,883 |
ECL provision | |||
31 - 60 Days [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Expected loss rate (%) | |||
Gross carrying amount ($) | $ 852 | $ 335 | $ 2,566 |
ECL provision | |||
61 - 90 Days [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Expected loss rate (%) | |||
Gross carrying amount ($) | $ 101 | ||
ECL provision | |||
> 90 Days [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Expected loss rate (%) | 48.40% | ||
Gross carrying amount ($) | $ 1,259 | ||
ECL provision | $ 609 |
Trade and Other Receivables -_2
Trade and Other Receivables - Disclosure of Impairment Loss and Reversal of Impairment Loss (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
Trade and other receivables [abstract] | |||
Balance at beginning of the period (calculated in accordance with AASB 139) | $ (268) | $ (326) | $ (537) |
Amount restated through opening retained earnings on adoption of AASB 9 | |||
Opening impairment allowance calculated under AASB 9 | (268) | (326) | (537) |
Additional impairment loss recognised | |||
Amounts written off as uncollectable, Directly to P&L | |||
Amounts written off as uncollectable, Movement through provision | (364) | (1,037) | (92) |
Unused amounts reversed | 80 | 772 | 316 |
Foreign exchange movement | 15 | (18) | (13) |
Balance at end of the period | $ (537) | $ (609) | $ (326) |
Trade and Other Receivables - A
Trade and Other Receivables - Analysis of Age of Financial Assets That are Past Due but Not Impaired (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | $ 7,789 | $ 9,982 | $ 26,499 |
0 - 30 Days [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | 5,577 | 7,945 | 14,883 |
31 - 60 Days [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | 852 | 335 | 2,566 |
61 - 90 Days [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | 101 | ||
61 - 90 Days [Member] | Past Due Not Impaired [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | 101 | 489 | 2,166 |
61 - 90 Days [Member] | Considered Impaired [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | |||
> 90 Days [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | 1,259 | ||
> 90 Days [Member] | Past Due Not Impaired [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | 3,295 | 1,213 | 6,884 |
> 90 Days [Member] | Considered Impaired [Member] | |||
TradeAndOtherReceivablesLineItems [Line Items] | |||
Trade receivables | $ (2,036) |
Trade and Other Receivables -_3
Trade and Other Receivables - Disclosure of Transfers of Financial Assets (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Trade and other receivables [abstract] | |||
Transferred receivables | $ 9,790 | $ 11,649 |
Inventories (Details Narrative)
Inventories (Details Narrative) - NZD ($) | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of inventories [Abstract] | |||
Inventory write-down | $ 364,660 | $ 106,433 | $ 185,026 |
Inventories - Disclosure of Det
Inventories - Disclosure of Detailed Information About Inventories (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Disclosure of inventories [Abstract] | |||
Finished goods | $ 21,564 | $ 31,451 | $ 37,904 |
Provision for impairment | (444) | (338) | (153) |
Current inventories | $ 21,120 | $ 31,113 | $ 37,751 |
Property, Plant and Equipment -
Property, Plant and Equipment - Disclosure of Detailed Information About Property, Plant and Equipment (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 30, 2016 |
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment | $ 3,763 | $ 4,741 | $ 4,964 | $ 6,209 |
Plant, Furniture, Fittings and Motor Vehicles [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment | 499 | 2,013 | 2,273 | 3,414 |
Plant, Furniture, Fittings and Motor Vehicles [Member] | At Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment | 25,666 | 27,801 | 25,455 | |
Plant, Furniture, Fittings and Motor Vehicles [Member] | Accumulated amortisation and impairment [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment | (25,168) | (25,789) | (23,182) | |
Leasehold Improvements [member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment | 3,264 | 2,728 | 2,691 | $ 2,795 |
Leasehold Improvements [member] | At Cost [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment | 12,035 | 10,762 | 10,132 | |
Leasehold Improvements [member] | Accumulated amortisation and impairment [Member] | ||||
Disclosure of detailed information about property, plant and equipment [line items] | ||||
Property, plant and equipment | $ (8,770) | $ (8,034) | $ (7,441) |
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 | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of detailed information about property, plant and equipment [line items] | |||
Balance at the beginning of the period | $ 6,209 | $ 4,741 | $ 4,964 |
Additions | 723 | 2,585 | 2,317 |
Disposals | (2,841) | (122) | |
Depreciation expense | (1,664) | (2,151) | (2,724) |
Impairment | (281) | (239) | |
Foreign exchange movements | 75 | 1,668 | 306 |
Balance at the end of the year | 4,964 | 3,763 | 4,741 |
Leasehold Improvements [member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Balance at the beginning of the period | 2,795 | 2,728 | 2,691 |
Additions | 241 | 1,501 | 285 |
Disposals | (105) | (4) | |
Depreciation expense | (296) | (982) | (496) |
Impairment | |||
Foreign exchange movements | 49 | 121 | 253 |
Balance at the end of the year | 2,691 | 3,264 | 2,728 |
Plant, Furniture, Fittings and Motor Vehicles [Member] | |||
Disclosure of detailed information about property, plant and equipment [line items] | |||
Balance at the beginning of the period | 3,414 | 2,013 | 2,273 |
Additions | 482 | 1,084 | 2,032 |
Disposals | (2,736) | (118) | |
Depreciation expense | (1,368) | (1,170) | (2,228) |
Impairment | (281) | (239) | |
Foreign exchange movements | 26 | 1,547 | 54 |
Balance at the end of the year | $ 2,273 | $ 499 | $ 2,013 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - NZD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 30, 2016 | |
Disclosure of detailed information about intangible assets [line items] | ||||
Amount of fair value less costs | $ 3,200 | |||
Post-tax discount rate | 10.50% | |||
EBITDA growth rate | 10.00% | |||
Terminal growth rate | 2.00% | |||
Increase in post-tax discount rate | 2.10% | |||
Decrease in sales growth rate | 0.00% | |||
Impairment loss recognised in profit or loss, goodwill | $ 2,320 | |||
Intangible assets | $ 37,864 | $ 13,012 | 14,680 | $ 14,933 |
Sales growth rate used to extrapolate cash flow projections | 2.50% | 5.00% | ||
Royalty rate | 5.00% | 6.60% | ||
Cash flow forecast period | 5 years | 5 years | ||
Growth rate used to extrapolate cash flow projections | 2.00% | 2.00% | ||
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 additional impairment of $951 thousand (31 January 2018: an increase of 1.5% would result an impairment of $929 thousand) against the carrying amount of the indefinite lived brand intangibles. A reduction of the sales growth rate to 0% would result in an additional impairment of $1,554 thousand (31 January 2018: a reduction to 2% would result an impairment of $611 thousand) against the carrying amount of the indefinite lived brand intangible assets. | |||
Impairment of intangible assets | $ 951 | $ 929 | ||
Goodwill [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Increase in post-tax discount rate | 3.25% | |||
Decrease in sales growth rate | 5.00% | |||
Impairment loss recognised in profit or loss, goodwill | $ 2,320 | |||
Intangible assets | 2,320 | |||
Brand [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Amount of fair value less costs | 3,900 | |||
Intangible assets | $ 10,205 | $ 12,463 | $ 12,036 | $ 12,554 |
Cash flow forecast period | 5 years | |||
US Brands [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Post-tax discount rate | 10.50% | 0.00% | ||
NZ Brands [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Post-tax discount rate | 11.75% | 11.40% |
Intangible Assets - Disclosure
Intangible Assets - Disclosure of Detailed Information about Intangible Assets (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 30, 2016 |
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | $ 37,864 | $ 13,012 | $ 14,680 | $ 14,933 |
Goodwill [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | 2,320 | |||
Goodwill [Member] | At Cost [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | 5,607 | |||
Goodwill [Member] | Impairment [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | (3,287) | |||
Patents, Licences and Trademarks [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | 25,076 | 201 | 596 | |
Patents, Licences and Trademarks [Member] | At Cost [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | 25,993 | 919 | 1,169 | |
Patents, Licences and Trademarks [Member] | Accumulated amortisation and impairment [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | (918) | (718) | (573) | |
Brand [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | 10,205 | 12,463 | 12,036 | 12,554 |
Brand [Member] | At Cost [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | 14,769 | 12,463 | 12,036 | |
Brand [Member] | Accumulated amortisation and impairment [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | (4,563) | |||
Software [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | 263 | 348 | 2,048 | $ 2,251 |
Software [Member] | At Cost [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | 15,718 | 15,788 | 17,308 | |
Software [Member] | Accumulated amortisation and impairment [Member] | ||||
Disclosure of detailed information about intangible assets [line items] | ||||
Total intangible assets and goodwill | $ (15,455) | $ (15,440) | $ (15,260) |
Intangible Assets - Disclosur_2
Intangible Assets - Disclosure of Detailed Information about Movements in Carrying Amounts of Intangible Assets (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the year | $ 14,933 | $ 13,012 | $ 14,680 |
Additions | 818 | 33,634 | 118 |
Amortisation | (351) | (231) | (306) |
Impairment | (331) | (7,934) | (1,914) |
Foreign exchange movements | (389) | (618) | 434 |
Closing value | 14,680 | 37,864 | 13,012 |
Software [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the year | 2,251 | 348 | 2,048 |
Additions | 10 | 33 | 106 |
Amortisation | (318) | (29) | (163) |
Impairment | (83) | (1,650) | |
Foreign exchange movements | 105 | (7) | 7 |
Closing value | 2,048 | 263 | 348 |
Patents and Licences [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the year | 128 | 201 | 596 |
Additions | 808 | 25,076 | 12 |
Amortisation | (33) | (202) | (143) |
Impairment | (331) | (264) | |
Foreign exchange movements | 24 | 1 | 1 |
Closing value | 596 | 25,076 | 201 |
Brand [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the year | 12,554 | 12,463 | 12,036 |
Additions | 2,726 | ||
Amortisation | |||
Impairment | (4,563) | ||
Foreign exchange movements | (518) | (420) | 427 |
Closing value | 12,036 | 10,205 | 12,463 |
Goodwill [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Balance at the beginning of the year | |||
Additions | 5,798 | ||
Amortisation | |||
Impairment | (3,287) | ||
Foreign exchange movements | (192) | ||
Closing value | $ 2,320 |
Intangible Assets - Disclosur_3
Intangible Assets - Disclosure of Information for Cash-generating Units (Details) - NZD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | |
Disclosure of detailed information about intangible assets [line items] | |||
Impairment expense | $ 2,320 | ||
United States [Member] | |||
Disclosure of detailed information about intangible assets [line items] | |||
Impairment expense | $ 2,320 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Derivative Financial Instruments (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Derivative Financial Instruments | |||
Current liabilities | $ 1,484 | $ 2,087 | $ 4,188 |
Derivative on Convertible Not_3
Derivative on Convertible Notes - Disclosure of Detailed Information About Derivative on Convertible Notes (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Disclosure Of Derivative On Convertible Notes [Abstract] | |||
Derivative on Convertible Notes | $ 1,110 | $ 4,112 |
Trade and Other Payables - Disc
Trade and Other Payables - Disclosure of Detailed Information About Trade and Other Current Payables (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Trade And Other Payables | |||
Trade payables | $ 23,580 | $ 21,143 | $ 19,221 |
Accruals | 10,150 | 9,568 | 7,503 |
Employee benefits liabilities | 1,815 | 1,805 | 1,842 |
Trade and other current payables | $ 35,545 | $ 32,516 | $ 28,565 |
Borrowings (Details Narrative)
Borrowings (Details Narrative) | Jun. 19, 2018NZD ($)shares | Jun. 19, 2018USD ($)shares | Jan. 31, 2017NZD ($) | Jan. 31, 2019NZD ($) | Jan. 31, 2019USD ($) | Jan. 31, 2018NZD ($) | Jun. 13, 2018NZD ($) |
DisclosureOfBorrowingsLineItems [Line Items] | |||||||
Notional amount | |||||||
Borrowings converted amount | $ 4,200,000 | 1,420,000 | |||||
Current shareholder loans | $ 8,200,000 | $ 10,951,000 | |||||
Convertible notes converted into ordinary shares | shares | 16,408 | 16,408 | |||||
Current borrowing amount | $ 1,159,000 | ||||||
US [Member] | |||||||
DisclosureOfBorrowingsLineItems [Line Items] | |||||||
Borrowings converted amount | $ 2,800,000 | $ 1,000,000 | |||||
Naked Brand Group Limited [Member] | |||||||
DisclosureOfBorrowingsLineItems [Line Items] | |||||||
Increase decrease in shares through conversion of convertible instruments, equity | shares | 24,221 | 24,221 | |||||
Borrowings converted amount | $ 12,244,208 | ||||||
Bank of New Zealand [Member] | |||||||
DisclosureOfBorrowingsLineItems [Line Items] | |||||||
Description of borrowings | Under the terms of the major borrowing facility, the facility is subject to four undertakings being: Interest cover ratio of three times that is first tested as at 30 April 2019; gross EBITDA ratio measured to 3 months to September 2018 had to be greater than $0, six months to 30 December 2018 is greater than $3 million; inventory and receivables ratio must be greater than 2 times being first measured as at 30 September 2018; and the actual sales and gross margin must not vary by more than 10% from the budget submitted to the Bank. | Under the terms of the major borrowing facility, the facility is subject to four undertakings being: Interest cover ratio of three times that is first tested as at 30 April 2019; gross EBITDA ratio measured to 3 months to September 2018 had to be greater than $0, six months to 30 December 2018 is greater than $3 million; inventory and receivables ratio must be greater than 2 times being first measured as at 30 September 2018; and the actual sales and gross margin must not vary by more than 10% from the budget submitted to the Bank. | |||||
Term Loan Facility [Member] | |||||||
DisclosureOfBorrowingsLineItems [Line Items] | |||||||
Notional amount | $ 20,000,000 | ||||||
Borrowings, maturity date | Jun. 14, 2019 | Jun. 14, 2019 | |||||
Borrowings, interest rate | 5.57% | 5.55% | |||||
Term Loan Facility [Member] | Bank of New Zealand [Member] | |||||||
DisclosureOfBorrowingsLineItems [Line Items] | |||||||
Notional amount | $ 38,489,428 | $ 20,000,000 | |||||
New Term Loan Facility [Member] | Bank of New Zealand [Member] | |||||||
DisclosureOfBorrowingsLineItems [Line Items] | |||||||
Notional amount | $ 1,345,000 | ||||||
Shareholder loan [Member] | |||||||
DisclosureOfBorrowingsLineItems [Line Items] | |||||||
Borrowings, interest rate | 30.00% | 30.00% | |||||
Interest costs capitalised | $ 3,040,000 | $ 1,062,000 | $ 2,807,000 |
Borrowings - Disclosure of Deta
Borrowings - Disclosure of Detailed Information About Borrowings (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Borrowings - Disclosure Of Detailed Information About Borrowings | |||
Bank overdraft | |||
Shareholder loans | 10,951 | 8,200 | |
Leased liability | |||
Bank Loans | 20,000 | 16,000 | 16,000 |
Debt issuance costs in relation to bank loan | (270) | (218) | (656) |
Working capital financing bank facility | 22,489 | 31,710 | |
Convertible notes | 1,740 | 13,744 | |
Other loan | 1,236 | 1,159 | |
Current borrowings and current portion of non-current borrowings | $ 20,967 | $ 52,121 | $ 68,998 |
Provisions (Details Narrative)
Provisions (Details Narrative) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
DisclosureOfProvisionsLineItems [Line Items] | |||
Additional provisions, other provisions | $ 1,006 | $ 1,054 | $ 1,230 |
Onerous Contracts Provision [Member] | |||
DisclosureOfProvisionsLineItems [Line Items] | |||
Pre-tax discount rate applied to provisions calculations | 11.40% | 10.25% | 11.40% |
Additional provisions, other provisions | $ 508 | ||
Make Good Provision [Member] | |||
DisclosureOfProvisionsLineItems [Line Items] | |||
Pre-tax discount rate applied to provisions calculations | 2.00% | 2.00% | 2.00% |
Additional provisions, other provisions | $ 353 | $ 717 | $ 595 |
Provisions - Disclosure of Deta
Provisions - Disclosure of Detailed Information About Provisions (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
DisclosureOfProvisionsLineItems [Line Items] | |||
Current provisions | $ 921 | $ 1,106 | $ 1,528 |
Non-current provisions | 2,372 | 2,711 | 2,249 |
Lease Contributions Provision [Member] | |||
DisclosureOfProvisionsLineItems [Line Items] | |||
Current provisions | 179 | 412 | 480 |
Non-current provisions | 906 | 910 | 702 |
Onerous Contracts Provision [Member] | |||
DisclosureOfProvisionsLineItems [Line Items] | |||
Current provisions | 264 | 377 | |
Non-current provisions | 176 | ||
Make Good Provision [Member] | |||
DisclosureOfProvisionsLineItems [Line Items] | |||
Current provisions | 742 | 430 | 671 |
Non-current provisions | $ 1,466 | $ 1,801 | $ 1,371 |
Provisions - Disclosure of De_2
Provisions - Disclosure of Detailed Information About Reconciliation of Changes in Other Provisions (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
DisclosureOfProvisionsLineItems [Line Items] | |||
Opening balance | $ 3,410 | $ 3,815 | $ 3,777 |
Additional provisions recognised | 1,006 | 1,054 | 1,230 |
Unused amounts reversed | (112) | (600) | (658) |
Unwinding of discounts | (9) | (84) | 271 |
Amounts used during the year | (499) | (774) | (913) |
Exchange differences | (19) | (118) | 108 |
Ending Balance | 3,777 | 3,294 | 3,815 |
Lease Contributions Provision [Member] | |||
DisclosureOfProvisionsLineItems [Line Items] | |||
Opening balance | 1,318 | 1,321 | 1,182 |
Additional provisions recognised | 145 | 337 | 635 |
Unused amounts reversed | |||
Unwinding of discounts | |||
Amounts used during the year | (269) | (510) | (547) |
Exchange differences | (12) | (62) | 50 |
Ending Balance | 1,182 | 1,086 | 1,321 |
Onerous Contracts Provision [Member] | |||
DisclosureOfProvisionsLineItems [Line Items] | |||
Opening balance | 275 | 264 | 553 |
Additional provisions recognised | 508 | ||
Unused amounts reversed | |||
Unwinding of discounts | |||
Amounts used during the year | (230) | (264) | (289) |
Exchange differences | 0 | ||
Ending Balance | 553 | 264 | |
Make Good Provision [Member] | |||
DisclosureOfProvisionsLineItems [Line Items] | |||
Opening balance | 1,817 | 2,230 | 2,042 |
Additional provisions recognised | 353 | 717 | 595 |
Unused amounts reversed | (112) | (600) | (658) |
Unwinding of discounts | (9) | (84) | 271 |
Amounts used during the year | (77) | ||
Exchange differences | (7) | (56) | 58 |
Ending Balance | $ 2,042 | $ 2,208 | $ 2,230 |
Share Capital - Disclosure of D
Share Capital - Disclosure of Detailed Information About Share Capital (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Disclosure of classes of share capital [abstract] | |||
Shares Outstanding Value | $ 134,183 | $ 68,727 | $ 27,948 |
Share Capital - Disclosure of_2
Share Capital - Disclosure of Detailed Information About Share Capital (Details) (Parenthetical) - shares | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Ordinary share [Member] | |||
Disclosure of classes of share capital [line items] | |||
Number of shares outstanding | 29,640,965 | 306,028 | 274,839 |
Share Capital - Disclosure of_3
Share Capital - Disclosure of Detailed Information About Ordinary Shares Explanatory (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of classes of share capital [line items] | |||
Balance, beginning | $ 68,727 | $ 27,948 | |
Convertible note maturity | 4,159 | 17,789 | |
Balance, ending | 27,948 | 134,183 | 68,727 |
Ordinary share [Member] | |||
Disclosure of classes of share capital [line items] | |||
Balance, beginning | 3,108 | 68,727 | 27,948 |
Issuance of new shares, cash collected | 24,840 | 23,248 | 22,990 |
Issuance of new shares, Settle Shareholder loan | 12,242 | 0 | |
Issuance of new shares, Shares issued in lieu of consultancy fee | 692 | ||
Shares issued in lieu of stock payment | 4,045 | ||
Convertible note maturity | 4,159 | 17,789 | |
Business combination with Naked Brand Group Inc. | 14,196 | ||
Business combination with FOH Online Inc. | 6,872 | ||
Balance, ending | $ 27,948 | $ 134,183 | $ 68,727 |
Shares issued during the period | 24,839 | 6,682,587 | 10,180 |
Balance, ending | 274,839 | 29,640,965 | 306,028 |
Bendon Shareholders [Member] | |||
Disclosure of classes of share capital [line items] | |||
Shares issued during the period | 274,839 | 20,889,940 | 306,028 |
Naked Shareholders [Member] | |||
Disclosure of classes of share capital [line items] | |||
Shares issued during the period | 2,068,438 |
Share Capital - Disclosure of_4
Share Capital - Disclosure of Detailed Information About Other Equity Explanatory (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of classes of share capital [abstract] | |||
Value of conversion rights - convertible notes | $ 4,159 | $ 17,789 |
Share Capital - Disclosure of_5
Share Capital - Disclosure of Detailed Information About Gearing Ratio (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Disclosure of classes of share capital [abstract] | |||||
Total borrowings | $ 20,967 | $ 52,121 | $ 68,998 | ||
Less Cash and cash equivalents | (1,962) | (10,739) | (2,644) | $ (4,193) | $ (1,246) |
Net debt | 19,005 | 41,382 | 67,033 | ||
Equity | 10,519 | (5,710) | (9,044) | $ (17,876) | $ 2,839 |
Total Capital | $ 29,524 | $ 35,672 | $ 57,989 | ||
Gearing ratio | 64.00% | 116.00% | 116.00% |
Reserves - Disclosure of Detail
Reserves - Disclosure of Detailed Information About Reserves Within Equity (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Disclosure of reserves within equity [abstract] | ||||
Opening balance | $ (2,125) | $ (2,006) | $ (2,154) | |
Transfers in | (29) | (7) | 148 | $ 31 |
Balance at the end of the year | $ (2,154) | $ (2,013) | $ (2,006) | $ (2,125) |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - NZD ($) | Jan. 31, 2019 | Jan. 31, 2018 |
Loss per share for profit from continuing operations attributable to the ordinary equity holders of the Group: | ||
Convertible notes amount |
Loss Per Share - Disclosure of
Loss Per Share - Disclosure of Detailed Information About Earning Loss Per Share (Details) $ in Thousands | 7 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2017NZD ($)shares | Jan. 31, 2017$ / shares | Jan. 31, 2019NZD ($)shares | Jan. 31, 2019$ / shares | Jan. 31, 2018NZD ($)shares | Jan. 31, 2018$ / shares | Jun. 30, 2016NZD ($)shares | Jun. 30, 2016$ / shares | |
Loss per share for profit from continuing operations attributable to the ordinary equity holders of the Group: | ||||||||
From continuing operations attributable to the ordinary equity holders of the company | $ (0.82) | $ (2.01) | $ (1.79) | $ (1.13) | ||||
Total basic and diluted loss per share attributable to the ordinary equity holders of the company | $ (0.82) | $ (2.01) | $ (1.79) | $ (1.13) | ||||
Profit/(loss) attributable to the ordinary equity holders of the company used in calculating basic earnings per share | $ | $ (16,008) | $ (49,227) | $ (37,445) | $ (20,715) | ||||
Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share | shares | 19,404,681 | 24,379,019 | 20,915,036 | 18,345,000 |
Accumulated Losses - Disclosure
Accumulated Losses - Disclosure of Detailed Information About Retained Earnings Accumulated Losses (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Accumulated Losses | ||||
(Accumulated losses)/retained earnings at the beginning of ther period | $ (18,859) | $ (72,431) | $ (34,838) | |
Loss for the period | (15,979) | (49,220) | (37,593) | $ (20,746) |
Accumulated losses at the end of ther period | $ (34,838) | $ (121,651) | $ (72,431) | $ (18,859) |
Capital and Leasing Commitmen_3
Capital and Leasing Commitments (Details Narrative) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of capital and leasing commitments [Abstract] | |
Description of Operating lease term | Operating leases are in place for leased premises and vehicles, and normally have a term between 1 and 11 years. |
Contractual commitment term | 7 years |
Capital and Leasing Commitmen_4
Capital and Leasing Commitments - Disclosure of Detailed Information About Operating Leases Explanatory (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
DisclosureOfCapitalAndLeasingCommitmentsLineItems [Line Items] | |||
Minimum lease payments under non-cancellable operating lease | $ 28,058 | $ 25,089 | $ 23,966 |
Not Later than One Year [Member] | |||
DisclosureOfCapitalAndLeasingCommitmentsLineItems [Line Items] | |||
Minimum lease payments under non-cancellable operating lease | 8,533 | 9,618 | 9,472 |
Between One Year and Five Years [Member] | |||
DisclosureOfCapitalAndLeasingCommitmentsLineItems [Line Items] | |||
Minimum lease payments under non-cancellable operating lease | 18,039 | 14,943 | 14,435 |
Later than Five Years [Member] | |||
DisclosureOfCapitalAndLeasingCommitmentsLineItems [Line Items] | |||
Minimum lease payments under non-cancellable operating lease | $ 1,485 | $ 528 | $ 59 |
Capital and Leasing Commitmen_5
Capital and Leasing Commitments - Disclosure of Detailed Information About Contracted Commitments Explanatory (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
DisclosureOfCapitalAndLeasingCommitmentsLineItems [Line Items] | |||
Contractual capital commitments | $ 12,982 | $ 15,806 | $ 19,569 |
Not Later than One Year [Member] | |||
DisclosureOfCapitalAndLeasingCommitmentsLineItems [Line Items] | |||
Contractual capital commitments | 4,286 | 3,797 | 3,652 |
Between One Year and Five Years [Member] | |||
DisclosureOfCapitalAndLeasingCommitmentsLineItems [Line Items] | |||
Contractual capital commitments | 8,696 | 12,009 | 15,917 |
Later than Five Years [Member] | |||
DisclosureOfCapitalAndLeasingCommitmentsLineItems [Line Items] | |||
Contractual capital commitments |
Lessor Commitments (Details Nar
Lessor Commitments (Details Narrative) | 12 Months Ended |
Jan. 31, 2019 | |
Disclosure of finance lease and operating lease by lessor [abstract] | |
Non-cancellable lease term description | The Group sub leases its US and Australian premises under a commercial lease. These non-cancellable leases have terms between 1 and 6 years. |
Lessor Commitments - Disclosure
Lessor Commitments - Disclosure of Finance Lease and Operating Lease by Lessor (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Disclosure of finance lease and operating lease by lessor [line items] | |||
Total minimum lease payments | $ 934 | $ 166 | $ 1,579 |
Not Later than One Year [Member] | |||
Disclosure of finance lease and operating lease by lessor [line items] | |||
Total minimum lease payments | 441 | 166 | 503 |
Between One Year and Five Years [Member] | |||
Disclosure of finance lease and operating lease by lessor [line items] | |||
Total minimum lease payments | 493 | 1,076 | |
Later than Five Years [Member] | |||
Disclosure of finance lease and operating lease by lessor [line items] | |||
Total minimum lease payments |
Financial Risk Management (Deta
Financial Risk Management (Details Narrative) | 12 Months Ended |
Jan. 31, 2019 | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Description of foreign exchange rate | It assumes a 10% change of the New Zealand Dollar / Australian Dollar exchange rate for the year ended 31 January 2019 (31 January 2018: 10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / US Dollar exchange rate (31 January 2018: 10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / GB Pound exchange rate (31 January 2018: 10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / Euro exchange rate (31 January 2018: 10%, 31 January 2017: 10%). All of these percentages have been determined based on the average market volatility in exchange rates in the previous 12 months. |
AUD [Member] | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Closing foreign exchange rate | 0.9513 |
US [Member] | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Closing foreign exchange rate | 0.6903 |
GBP [Member] | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Closing foreign exchange rate | 0.5265 |
EUR [Member] | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Closing foreign exchange rate | 0.6008 |
HKD [Member] | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |
Closing foreign exchange rate | 5.4138 |
Financial Risk Management - Dis
Financial Risk Management - Disclosure of Financial Risk Management (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Non-derivatives Borrowings | $ 21,697 | $ 52,072 | $ 75,416 |
Non-derivatives Trade payables | 23,580 | 21,143 | 19,221 |
Non-derivatives Total | 45,277 | 73,215 | 94,637 |
Derivatives Gross future cash settlement on forward currency contracts - inflow | 32,912 | 48,308 | 49,833 |
Derivatives Gross future cash settlement on forward currency contracts - (outflow) | (34,395) | (50,396) | (54,021) |
Derivatives Total | (1,483) | (2,088) | (4,188) |
0 - 30 Days [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Non-derivatives Borrowings | 1,329 | 24,677 | 56,333 |
Non-derivatives Trade payables | 23,580 | 21,143 | 19,221 |
Non-derivatives Total | 24,908 | 45,820 | 75,554 |
Derivatives Gross future cash settlement on forward currency contracts - inflow | 18,325 | 13,577 | 2,078 |
Derivatives Gross future cash settlement on forward currency contracts - (outflow) | (19,212) | (13,950) | (2,250) |
Derivatives Total | (887) | (373) | (172) |
Between One Month and Three Months [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Non-derivatives Borrowings | 184 | 148 | 129 |
Non-derivatives Trade payables | |||
Non-derivatives Total | 184 | 148 | 129 |
Derivatives Gross future cash settlement on forward currency contracts - inflow | 9,610 | 13,836 | 9,900 |
Derivatives Gross future cash settlement on forward currency contracts - (outflow) | (10,061) | (14,453) | (11,326) |
Derivatives Total | (451) | (617) | (1,426) |
Between Three Months and One Year [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Non-derivatives Borrowings | 20,184 | 27,247 | 18,631 |
Non-derivatives Trade payables | |||
Non-derivatives Total | 20,184 | 27,247 | 18,631 |
Derivatives Gross future cash settlement on forward currency contracts - inflow | 4,976 | 20,895 | 37,855 |
Derivatives Gross future cash settlement on forward currency contracts - (outflow) | (5,121) | (21,993) | (40,445) |
Derivatives Total | (145) | (1,098) | (2,590) |
Between One Year and Five Years [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Non-derivatives Borrowings | 323 | ||
Non-derivatives Trade payables | |||
Non-derivatives Total | 323 | ||
Derivatives Gross future cash settlement on forward currency contracts - inflow | |||
Derivatives Gross future cash settlement on forward currency contracts - (outflow) | |||
Derivatives Total |
Financial Risk Management - D_2
Financial Risk Management - Disclosure of Credit Risk Exposure (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Without External Credit Ratings [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Financial assets | $ 1,915 | $ 10,685 | $ 254 |
Without External Credit Ratings [Member] | Trade Receivables [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Financial assets | 7,789 | 9,982 | 26,499 |
Without External Credit Ratings [Member] | Trade Receivables [Member] | New Customer Less than 6 Months [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Financial assets | 42 | 12 | 187 |
Without External Credit Ratings [Member] | Trade Receivables [Member] | Existing Customers (More Than 6 Months With Default in Past [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Financial assets | 7,747 | 9,970 | 26,312 |
Ratings AA- [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Financial assets | 1,915 | 10,591 | 265 |
Ratings A+ [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Financial assets | $ 94 | $ (11) |
Financial Risk Management - D_3
Financial Risk Management - Disclosure of Market Risk (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Trade Receivables [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | $ 378 | $ 1,903 | $ 2,144 |
Trade Receivables [Member] | AUD [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | 51 | 328 | 424 |
Trade Receivables [Member] | US [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | 42 | 199 | 211 |
Trade Receivables [Member] | GBP [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | |||
Trade Receivables [Member] | EUR [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | 285 | 1,376 | 1,509 |
Trade Receivables [Member] | HKD [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | |||
Trade Payables [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial liabilities | 9,111 | 12,146 | 9,051 |
Trade Payables [Member] | AUD [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial liabilities | 1 | 781 | 315 |
Trade Payables [Member] | US [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial liabilities | 9,035 | 11,209 | 8,557 |
Trade Payables [Member] | GBP [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial liabilities | 8 | 74 | 131 |
Trade Payables [Member] | EUR [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial liabilities | 61 | 29 | 32 |
Trade Payables [Member] | HKD [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial liabilities | 7 | 53 | 16 |
Cash and Cash Equivalents [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | 829 | 9,185 | 1,874 |
Cash and Cash Equivalents [Member] | AUD [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | 623 | 1,660 | 926 |
Cash and Cash Equivalents [Member] | US [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | 149 | 7,190 | 401 |
Cash and Cash Equivalents [Member] | GBP [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | 38 | 77 | 131 |
Cash and Cash Equivalents [Member] | EUR [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | 8 | 92 | 388 |
Cash and Cash Equivalents [Member] | HKD [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Foreign currency denominated financial assets | $ 11 | $ 165 | $ 28 |
Financial Risk Management - Sen
Financial Risk Management - Sensitivity Analysis for Types of Market Risk (Details) - NZD ($) $ in Thousands | Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2016 |
10% Increase [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | $ 200 | $ 402 | $ 642 |
10% Decrease [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | (200) | (402) | (642) |
US [Member] | 10% Increase [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | (954) | (1,509) | (1,196) |
US [Member] | 10% Decrease [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | 954 | 1,509 | 1,196 |
AUD [Member] | 10% Increase [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | (5) | (805) | 86 |
AUD [Member] | 10% Decrease [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | 5 | 805 | (86) |
GBP [Member] | 10% Increase [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | (1) | (175) | 34 |
GBP [Member] | 10% Decrease [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | 1 | 175 | (34) |
EUR [Member] | 10% Increase [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | (32) | (136) | 186 |
EUR [Member] | 10% Decrease [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | 32 | 136 | (186) |
HKD [Member] | 10% Increase [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | (1) | (14) | 1 |
HKD [Member] | 10% Decrease [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Risk exposure associated with instruments sharing characteristic | $ 1 | $ 14 | $ (1) |
Financial Risk Management - D_4
Financial Risk Management - Disclosure of Detailed Information About Hedging Instruments (Details) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017NZD ($)Integer | Jan. 31, 2019NZD ($)Integer | Jan. 31, 2018NZD ($)Integer | |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Notional amount | |||
Buy USD / Sell NZD [Member] | Less than Six Months [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Notional amount | $ 47,292 | $ 34,395 | $ 48,149 |
Average foreign exchange rate | Integer | 0.6687 | 0.6620 | 0.7061 |
Buy USD / Sell NZD [Member] | Six Months to One Year [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Notional amount | $ 3,479 | ||
Average foreign exchange rate | Integer | 0.7186 | ||
Buy AUD / Sell NZD [Member] | Less than Six Months [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Notional amount | $ 2,250 | $ 2,247 | |
Average foreign exchange rate | Integer | 0.8890 | 0.8900 | |
Buy GBP / Sell NZD [Member] | Less than Six Months [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Notional amount | $ 1,000 | ||
Average foreign exchange rate | Integer | 0.5784 |
Financial Risk Management - D_5
Financial Risk Management - Disclosure of Financial Instruments by Type of Interest Rate (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Borrowings | $ 1,236 | $ 1,159 | |
Total | 20,967 | 52,121 | 68,998 |
Floating Rate Instruments [Member] | |||
DisclosureOfFinancialRiskManagementLineItems [Line Items] | |||
Bank overdrafts | |||
Working capital financing bank facility | 22,489 | 31,710 | |
Convertible notes | 1,740 | 16,474 | |
Borrowings | 20,000 | 16,000 | 16,000 |
Total | $ 20,000 | $ 40,229 | $ 64,184 |
Tax Assets and Liabilities - Re
Tax Assets and Liabilities - Reconciliation of Changes in Deferred Tax Liability Asset (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Opening Balance | |||
Charged to Income | 692 | ||
Charged directly to Equity | |||
Changes in Tax Rate | |||
Exchange Differences | |||
Closing Balance | 692 | ||
Carried Forward Tax Losses [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Opening Balance | 630 | 630 | 630 |
Charged to Income | 692 | ||
Charged directly to Equity | |||
Changes in Tax Rate | |||
Exchange Differences | |||
Closing Balance | 630 | 1,322 | 630 |
Intangible Assets [Member] | |||
Disclosure of temporary difference, unused tax losses and unused tax credits [line items] | |||
Opening Balance | (630) | (630) | (630) |
Charged to Income | |||
Charged directly to Equity | |||
Changes in Tax Rate | |||
Exchange Differences | |||
Closing Balance | $ (630) | $ (630) | $ (630) |
Dividends (Details Narrative)
Dividends (Details Narrative) - NZD ($) | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Disclosure of dividends [Abstract] | |||
Dividends payable |
Dividends - Disclosure of Detai
Dividends - Disclosure of Detailed Information About Dividends Explanatory (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Australian Franking Credits [Member] | |||
DisclosureOfDividendsLineItems [Line Items] | |||
Unused tax credits for which no deferred tax asset recognised | $ 3,995 | $ 3,995 | $ 3,757 |
New Zealand Imputation Credits [Member] | |||
DisclosureOfDividendsLineItems [Line Items] | |||
Unused tax credits for which no deferred tax asset recognised | $ 236 | $ 236 | $ 235 |
Dividends - Disclosure of Det_2
Dividends - Disclosure of Detailed Information About Dividends Explanatory (Details) (Parenthetical) | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
DisclosureOfDividendsLineItems [Line Items] | ||||
Applicable tax rate | 28.00% | 28.00% | 28.00% | 28.00% |
Australian Franking Credits [Member] | ||||
DisclosureOfDividendsLineItems [Line Items] | ||||
Tax rate effect of foreign tax rates | 30.00% | 30.00% | 30.00% | |
New Zealand imputation credits [Member] | ||||
DisclosureOfDividendsLineItems [Line Items] | ||||
Applicable tax rate | 28.00% | 28.00% | 28.00% |
Key Management Personnel Remu_3
Key Management Personnel Remuneration - Disclosure of Detailed Information About Key Management Personnel (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Key Management Personnel Remuneration | ||||
Short-term employee benefits | $ 1,492 | $ 2,056 | $ 1,743 | $ 1,752 |
Key management personnel remuneration | $ 1,492 | $ 2,056 | $ 1,743 | $ 1,752 |
Interests in Subsidiaries - Dis
Interests in Subsidiaries - Disclosure of Composition of Group (Details) | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | ||
Bendon Retail Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | New Zealand | New Zealand | New Zealand | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Bendon Holdings Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | New Zealand | New Zealand | New Zealand | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Bendon Holdings Pty Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | Australia | Australia | Australia | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Bendon Pty Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | Australia | Australia | Australia | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Bendon Intimates Pty Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | Australia | Australia | Australia | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
PS Holdings No. 1 Pty Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | Australia | Australia | Australia | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Pleasure State Pty Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | Australia | Australia | Australia | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Pleasure State (HK) Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | Hong Kong | Hong Kong | Hong Kong | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Bendon UK Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | United Kingdom | United Kingdom | United Kingdom | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Bendon USA Inc [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | United States of America | United States of America | United States of America | |
Proportion of ownership interest in subsidiary | [1] | 100.00% | 100.00% | 100.00% |
Bendon Limited [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | [2] | New Zealand | New Zealand | New Zealand |
Proportion of ownership interest in subsidiary | [1],[2] | 0.00% | 100.00% | 0.00% |
Naked Brand Inc [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | United States of America | United States of America | United States of America | |
Proportion of ownership interest in subsidiary | [1] | 0.00% | 100.00% | 0.00% |
FOH Online Corp Inc. [Member] | ||||
Disclosure of subsidiaries [line items] | ||||
Principal place of business / country of Incorporation of subsidiary | United States of America | United States of America | United States of America | |
Proportion of ownership interest in subsidiary | [1] | 0.00% | 100.00% | 0.00% |
[1] | The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries. | |||
[2] | Bendon Limited was the parent entity in the periods ended 31 January 2018 and 31 January 2017. |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities (Details) - Recurring fair value measurement [Member] - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Derivative on Convertible Notes [Member] | |||
DisclosureOfFairValueMeasurementLineItems [Line Items] | |||
Financial liabilities | $ 1,110 | $ 4,112 | |
Foreign exchange contracts [Member] | |||
DisclosureOfFairValueMeasurementLineItems [Line Items] | |||
Financial assets | |||
Financial liabilities | 1,484 | 2,087 | 4,188 |
Level 1 of fair value hierarchy [Member] | Derivative on Convertible Notes [Member] | |||
DisclosureOfFairValueMeasurementLineItems [Line Items] | |||
Financial liabilities | |||
Level 1 of fair value hierarchy [Member] | Foreign exchange contracts [Member] | |||
DisclosureOfFairValueMeasurementLineItems [Line Items] | |||
Financial assets | |||
Financial liabilities | |||
Level 2 of fair value hierarchy [member] | Derivative on Convertible Notes [Member] | |||
DisclosureOfFairValueMeasurementLineItems [Line Items] | |||
Financial liabilities | |||
Level 2 of fair value hierarchy [member] | Foreign exchange contracts [Member] | |||
DisclosureOfFairValueMeasurementLineItems [Line Items] | |||
Financial assets | |||
Financial liabilities | 1,484 | 2,087 | 4,188 |
Level 3 of fair value hierarchy [Member] | Derivative on Convertible Notes [Member] | |||
DisclosureOfFairValueMeasurementLineItems [Line Items] | |||
Financial assets | |||
Financial liabilities | 1,110 | ||
Level 3 of fair value hierarchy [Member] | Foreign exchange contracts [Member] | |||
DisclosureOfFairValueMeasurementLineItems [Line Items] | |||
Financial assets | |||
Financial liabilities | $ 4,112 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Valuation Techniques for Fair Value Measurements Categorized Within Level 3 (Details) - Level 3 of fair value hierarchy [Member] $ in Thousands | 12 Months Ended |
Jan. 31, 2019NZD ($) | |
DisclosureOfFairValueMeasurementLineItems [Line Items] | |
Balance at 31 January 2018 | $ 1,110 |
Changes in fair value | |
Conversion | (1,110) |
Balance at 31 January 2019 |
Contingencies - Schedule of Con
Contingencies - Schedule of Contingent Liabilities (Details) - NZD ($) $ in Thousands | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Landlords [Member] | |||
Disclosure of contingent liabilities [line items] | |||
Rental guarantees | $ 419 | $ 419 | $ 571 |
JP Morgan Chase Bank [Member] | |||
Disclosure of contingent liabilities [line items] | |||
Standby letter of credit | 291 | 291 | 286 |
UK Customs Department [Member] | |||
Disclosure of contingent liabilities [line items] | |||
Guarantee | 329 | 329 | 282 |
ANZ for Merchant Service [Member] | |||
Disclosure of contingent liabilities [line items] | |||
Guarantee | $ 172 | $ 172 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - NZD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Disclosure of transactions between related parties [line items] | ||
Directors' remuneration expense | $ 11,535,677 | |
Amounts payable, related party transactions | 1,368,557 | |
Whitespace Atelier Limited [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Purchases of goods, related party transactions | $ 12,720,499 | 13,281,727 |
Prepayments | 281,714 | 272,665 |
FOH Online Corp [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Receivables due from related parties | 3,518,009 | |
FOH Online Corp [Member] | EJ Watson [Member] | ||
Disclosure of transactions between related parties [line items] | ||
Loan outstanding | 2,289,212 | |
Accrued interest | $ 81,866 |
Related Parties - Disclosure of
Related Parties - Disclosure of Transactions Between Related Parties (Details) - NZD ($) | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Cullen Invenstment Limited [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Loans from related parties, Opening balance | $ 11,535,677 | $ 13,051,321 | $ 9,613,014 |
Loans from related parties, Closing balance | 11,535,677 | 13,051,321 | |
Whitespace Atelier Limited [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Loans from related parties, Opening balance | 272,665 | 281,714 | |
Loans from related parties, Closing balance | 281,714 | ||
FOH Online Inc. [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Loans from related parties, Opening balance | 3,518,009 | ||
Loans from related parties, Closing balance | 3,518,009 | ||
SBL Holdings [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Loans to related parties, Opening balance | |||
Loans to related parties, Closing balance | (1,448,646) | ||
Naked Inc. [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Loans to related parties, Opening balance | (1,368,577) | ||
Loans to related parties, Closing balance | $ (1,368,577) | ||
EJ Watson [Member] | |||
Disclosure of transactions between related parties [line items] | |||
Loans to related parties, Opening balance | |||
Loans to related parties, Closing balance | $ (2,289,212) |
Cash Flow Information - Schedul
Cash Flow Information - Schedule of Cash Flow Information (Details) - NZD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Jun. 30, 2016 | |
Cash Flow Information | ||||
Loss for the period | $ (15,979) | $ (49,220) | $ (37,593) | $ (20,746) |
Cash flows excluded from profit attributable to operating activities interest paid on borrowings | 2,133 | 2,269 | 3,418 | 3,140 |
- depreciation and amortisation expense | 1,842 | 2,382 | 3,030 | 3,516 |
- impairment expense | 292 | 8,173 | 1,914 | 2,157 |
- fair value gain/(loss) on Convertible Notes derivative | 592 | 775 | (2,393) | |
- (increase) in trade and other receivables | (4,748) | 14,267 | 14,925 | (6,518) |
- (increase) in current tax receivables | 35 | (355) | 52 | (88) |
- (increase)/decrease in derivative assets | 2,289 | |||
- (increase)/decrease in inventories | (179) | 13,350 | 6,638 | 8,088 |
- (increase)/decrease in deferred tax asset/(liability) | (692) | 5,589 | ||
- (increase)/decrease in related party receivables | (3,438) | 6,531 | (906) | (5,603) |
- (increase)/decrease in trade and other payables | 2,078 | (5,681) | 6,956 | (11,113) |
- (increase)/decrease in income taxes payable | 635 | 226 | 152 | (483) |
- (increase)/decrease in provisions | 367 | (522) | 39 | 311 |
- (increase)/decrease in foreign currency derivative liability | (1,343) | (1,712) | (5,104) | 5,530 |
- net exchange differences | 90 | (355) | (618) | 1,849 |
Cashflows from operations | $ (13,518) | $ (9,434) | $ (4,116) | $ (5,040) |
Events Occurring After the Re_2
Events Occurring After the Reporting Date (Details Narrative) | Oct. 09, 2019USD ($)$ / shares | Dec. 31, 2019NZD ($)$ / sharesshares | Nov. 30, 2019NZD ($)$ / sharesshares | Oct. 31, 2019NZD ($) | Aug. 31, 2019NZD ($)shares | Jul. 31, 2019NZD ($)shares | Jul. 31, 2019USD ($) | May 31, 2019NZD ($)shares | May 31, 2019USD ($)shares | Mar. 31, 2019NZD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 30, 2019USD ($)$ / sharesshares | Nov. 21, 2019USD ($) | Aug. 31, 2019$ / shares | Jul. 31, 2019$ / shares | May 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Feb. 05, 2019$ / shares | Jan. 31, 2019NZD ($) | Jan. 31, 2018NZD ($) | Jan. 31, 2017NZD ($) |
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Debt principal value | ||||||||||||||||||||||
Promissory notes outstanding | $ 19,005,000 | $ 41,382,000 | $ 67,033,000 | |||||||||||||||||||
Events occurring after reporting date [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued | shares | 28,571,431 | 1,400,000 | 1,400,000 | |||||||||||||||||||
Number of warrants issued | shares | 1,400,000 | 1,400,000 | ||||||||||||||||||||
Proceeds from issuance of shares and warrants | $ 100,000 | |||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.07 | |||||||||||||||||||||
Warrants expiration period | 5 years 6 months | 2 years | 2 years | |||||||||||||||||||
Number of shares issued, value | $ 3,100,000 | |||||||||||||||||||||
Share price per share | $ / shares | 0.07 | |||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 28,571,431 | |||||||||||||||||||||
Bid price of ordinary shares, per share | $ / shares | $ 1 | |||||||||||||||||||||
Events occurring after reporting date [Member] | St. George Investments [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Coversion price per ordinary share | $ / shares | $ 0.028 | |||||||||||||||||||||
Convertible debt note | $ 108,200,000 | $ 12,100,000 | ||||||||||||||||||||
Events occurring after reporting date [Member] | Promissory Notes [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued | shares | 2,119,178 | 2,119,178 | ||||||||||||||||||||
Number of shares issued, value | $ 1,250,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | Trade Creditors [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued | shares | 11,248,415 | 11,248,415 | ||||||||||||||||||||
Number of shares issued, value | $ 6,600,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | Investor [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued | shares | 15,750,000 | 6,000,000 | 4,510,588 | 6,000,000 | 4,510,588 | |||||||||||||||||
Proceeds from issuance of shares and warrants | $ 2,350,000 | |||||||||||||||||||||
Warrants expiration period | 2 years | 2 years | 2 years | 2 years | ||||||||||||||||||
Number of shares issued, value | $ 2,170,000 | $ 1,690,000 | ||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 15,750,000 | 1,000,000 | 4,510,588 | 1,000,000 | 4,510,588 | |||||||||||||||||
Events occurring after reporting date [Member] | St. George Investments [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Proceeds from debt | $ 4,300,000 | |||||||||||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||||||||||||
Debt maturity | November 13, 2020 | November 13, 2020 | ||||||||||||||||||||
Debt prepayment description | The Company has the right to prepay the note, subject to a 15% premium. | The Company has the right to prepay the note, subject to a 15% premium. | ||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.90 | |||||||||||||||||||||
Debt description | The noteholder has the right to convert the note into Naked ordinary shares at a conversion price of US$0.90 per share, and also has the right, from December 13, 2019, to request redemption of any portion of the note, up to a maximum of US$0.4m per month. | The noteholder has the right to convert the note into Naked ordinary shares at a conversion price of US$0.90 per share, and also has the right, from December 13, 2019, to request redemption of any portion of the note, up to a maximum of US$0.4m per month. | ||||||||||||||||||||
Events occurring after reporting date [Member] | Shareholder [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of ordinary shares exchange for cancellation | shares | 653,595 | 653,595 | ||||||||||||||||||||
Value of ordinary shares exchange for cancellation | $ 300,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | Suppliers [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued | shares | 25,068,250 | |||||||||||||||||||||
Number of shares issued, value | $ 3,700,000 | |||||||||||||||||||||
Share price per share | $ / shares | 0.07 | |||||||||||||||||||||
Number of ordinary shares exchange for cancellation | shares | 57,142,857 | |||||||||||||||||||||
Value of ordinary shares exchange for cancellation | $ 6,200,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | Placement Agent Designees [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued | shares | 1,260,000 | |||||||||||||||||||||
Warrants expiration period | 5 years 6 months | 5 years 6 months | ||||||||||||||||||||
Events occurring after reporting date [Member] | Investo One [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of warrants to purchase ordinary shares | shares | 2,800,000 | |||||||||||||||||||||
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 | |||||||||||||||||||||
Warrant exercise price | $ / shares | 0.0875 | |||||||||||||||||||||
Warrants expiration period | 5 years 6 months | |||||||||||||||||||||
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 | |||||||||||||||||||||
Events occurring after reporting date [Member] | Private Placement [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of warrants issued | shares | 79,300,000 | 79,300,000 | ||||||||||||||||||||
Debt principal value | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||
Debt interest rate | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||||||||||
Debt maturity | December 19 2021 | November 12 2021 | ||||||||||||||||||||
Debt prepayment description | The Company has the right to prepay the note at a 25% premium. | |||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.04 | |||||||||||||||||||||
Debt 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 June 19, 2020, the holder can request the company redeem any portion of the note, up to a maximum of $US0.6m per month. | |||||||||||||||||||||
Number of warrants to purchase ordinary shares, value | $ 3,200,000 | |||||||||||||||||||||
Discount and expenses | $ 2,120,000 | |||||||||||||||||||||
Rights to exchange warrant, percentage | 5.00% | |||||||||||||||||||||
Prepaying premium, percentage | 25.00% | |||||||||||||||||||||
Coversion price per ordinary share | $ / shares | $ 0.04 | |||||||||||||||||||||
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. | |||||||||||||||||||||
Debt instruments issued | $ 4,800,000 | $ 4,800,000 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Debt maturity | November 30 2021 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Proceeds from issuance of shares and warrants | $ 87,000 | |||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.50 | |||||||||||||||||||||
Number of shares issued, value | $ 2,000,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | St. George Investments [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Coversion price per ordinary share | $ / shares | $ 0.021 | |||||||||||||||||||||
Reduced Principle value of convertible debt | $ 2,265,000 | $ 340,000 | ||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Promissory Notes [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued, value | $ 847,671 | |||||||||||||||||||||
Share price per share | $ / shares | $ 0.40 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Trade Creditors [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued, value | $ 4,500,000 | |||||||||||||||||||||
Share price per share | $ / shares | $ 0.40 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Investor [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Proceeds from issuance of shares and warrants | $ 1,575,000 | |||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | $ 0.25 | 0.306 | |||||||||||||||||||
Number of shares issued, value | $ 1,150,000 | $ 1,500,000 | ||||||||||||||||||||
Share price per share | $ / shares | 0.10 | $ 0.25 | $ 0.255 | |||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | St. George Investments [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Proceeds from debt | $ 3,000,000 | |||||||||||||||||||||
Debt principal value | $ 3,320,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Shareholder [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Share price per share | $ / shares | $ 0.306 | |||||||||||||||||||||
Value of ordinary shares exchange for cancellation | $ 200,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Suppliers [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Number of shares issued, value | $ 2,506,825 | |||||||||||||||||||||
Share price per share | $ / shares | 0.10 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Placement Agent Designees [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Warrant exercise price | $ / shares | 0.125 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Investo One [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Warrant exercise price | $ / shares | 0.10 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Investo One [Member] | Bottom of Range [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Warrant exercise price | $ / shares | 1.55 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Investo One [Member] | Top of Range [member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 3.75 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Certain Investors [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | |||||||||||||||||||||
Share expiration, description | Share that expire in October 2021, June 2023 and July 2025. | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Private Placement [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.05 | |||||||||||||||||||||
Debt principal value | $ 3,170,000 | |||||||||||||||||||||
Debt instruments issued | $ 300,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Holder [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.05 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Suppliers [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
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] | ||||||||||||||||||||||
Debt principal value | $ 3,170,000 | |||||||||||||||||||||
Number of warrants to purchase ordinary shares, value | $ 2,000,000 | |||||||||||||||||||||
Debt instruments issued | $ 3,000,000 | |||||||||||||||||||||
Events occurring after reporting date [Member] | US [Member] | Holder [Member] | ||||||||||||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | ||||||||||||||||||||||
Debt interest rate | 20.00% | |||||||||||||||||||||
Debt maturity | October 4, 2021 | |||||||||||||||||||||
Promissory notes outstanding | $ 106,100 | $ 2,510,000 | ||||||||||||||||||||
Prepaying premium, percentage | 25.00% | |||||||||||||||||||||
Coversion price per ordinary share | $ / shares | $ 0.05 |