Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Reebonz Holding Ltd |
Entity Central Index Key | 0001752108 |
Amendment Flag | true |
Amendment Description | Amendment |
Document Type | F-1 |
Document Period End Date | Dec. 31, 2018 |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | |||
Property and equipment | $ 26,915 | $ 28,805 | $ 18,921 |
Leasehold land | 4,728 | 5,022 | 5,010 |
Intangible assets | 1,061 | 1,429 | 1,626 |
Goodwill | 1,542 | 1,568 | 1,504 |
Non-current financial assets | 472 | 480 | 558 |
Non-current assets | 34,718 | 37,304 | 27,619 |
Marketable securities held in trust account | 15,196 | ||
Inventories | 18,965 | 21,982 | 23,669 |
Trade and other receivables | 4,670 | 4,625 | 4,502 |
Prepayments | 2,357 | 2,572 | 4,278 |
Other current financial assets | 629 | 1,213 | 928 |
Cash and cash equivalents | 2,604 | 7,312 | 11,926 |
Current assets | 44,421 | 37,704 | 45,303 |
Total assets | 79,139 | 75,008 | 72,922 |
Equity | |||
Share capital | 82,530 | 14,481 | 12,876 |
Warrants | 2,502 | 2,054 | 2,054 |
Accumulated losses | (117,644) | (82,405) | (137,770) |
Other components of equity | 10,853 | 9,591 | 6,542 |
Shareholders' deficit attributable to owners of the Company | (21,759) | (56,279) | (116,298) |
Non-controlling interests | 214 | (1,441) | (943) |
Total shareholders' deficit | (21,545) | (57,720) | (117,241) |
Liabilities | |||
Convertible preference shares | 56,854 | 123,468 | |
Contingent settlement provision | 307 | 237 | |
Asset reinstatement obligations | 167 | 166 | 18 |
Deferred tax liabilities | 1,418 | 1,443 | 297 |
Trade and other payables | 377 | 413 | 644 |
Interest-bearing loans and borrowings | 17,216 | 28,735 | 26,606 |
Non-current liabilities | 19,178 | 87,918 | 151,270 |
Trade and other payables | 19,669 | 11,384 | 12,934 |
Contract liabilities | 4,297 | 3,426 | 3,085 |
Asset reinstatement obligations | 43 | 96 | 188 |
Interest bearing loans and borrowings | 42,147 | 29,808 | 22,598 |
Loan from shareholders | 15,188 | ||
Current tax payable | 162 | 96 | 88 |
Current liabilities | 81,506 | 44,810 | 38,893 |
Total liabilities | 100,684 | 132,728 | 190,163 |
Total shareholders' deficit and liabilities | $ 79,139 | $ 75,008 | $ 72,922 |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Profit or Loss [Abstract] | |||
Revenue | $ 88,379 | $ 107,739 | $ 128,003 |
Cost of revenue | (66,222) | (77,628) | (95,230) |
Gross profit | 22,157 | 30,111 | 32,773 |
Fulfilment expenses | (14,917) | (18,175) | (18,882) |
Marketing expenses | (5,400) | (7,573) | (9,739) |
Technology and content expenses | (3,809) | (4,811) | (5,252) |
General and administrative expenses | (11,394) | (11,055) | (15,974) |
Government grant | 203 | 167 | 290 |
Operating loss | (13,160) | (11,336) | (16,784) |
Other income | 676 | 415 | 550 |
Other expenses | (731) | (923) | (1,157) |
Finance costs | (3,533) | (3,250) | (1,797) |
Finance income | 7 | 14 | 35 |
Total operating loss | (16,741) | (15,080) | (19,153) |
Change in fair value of: | |||
Convertible preference shares | (2,068) | 70,063 | 59,233 |
Recapitalization expenses | (16,530) | ||
Profit/(loss) before tax | (35,339) | 54,983 | 40,080 |
Tax expense | (116) | (75) | (10) |
Profit/(loss) for the year | (35,455) | 54,908 | 40,070 |
Attributable to: | |||
Owners of the Company | (35,239) | 55,365 | 40,654 |
Non-controlling interests | (216) | (457) | (584) |
Profit/(loss) for the year | $ (35,455) | $ 54,908 | $ 40,070 |
Profit/(loss) per share (US$) | |||
Basic, profit/(loss) for the year attributable to ordinary equity holders of the parent | $ (42.92) | $ 69.73 | $ 51.99 |
Diluted, loss for the year attributable to ordinary equity holders of the parent | $ (42.92) | $ (6.44) | $ (7.89) |
Consolidated Statements of Othe
Consolidated Statements of Other Comprehensive Income (loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Other Comprehensive Income (loss) [Abstract] | |||
Profit/(loss) for the year | $ (35,455) | $ 54,908 | $ 40,070 |
Items that may be reclassified subsequently to profit and loss: | |||
Exchange differences on translation of foreign operations | 1,447 | (3,551) | 3,126 |
Net surplus on revaluation of building | 5,565 | ||
Derecognition of warrants | 256 | ||
Change in fair value of convertible loans | 613 | ||
Change in fair value of promissory notes | 456 | ||
Other comprehensive (loss)/income for the year, net of tax | 2,772 | 2,014 | 3,126 |
Total comprehensive income for the year | (32,683) | 56,922 | 43,196 |
Total comprehensive income/(loss) attributable to: | |||
Equity holders of the parent | (32,482) | 57,420 | 43,768 |
Non-controlling interests | (201) | (498) | (572) |
Total comprehensive income/(loss) for the year | $ (32,683) | $ 56,922 | $ 43,196 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Issued Capital | Warrants | Share-based payments | Other reserves | Foreign currency translation reserve | Revaluation reserve | Other components of equity, total | Accumulated losses | Total | Non-controlling interests | Total |
Beginning balance at Dec. 31, 2015 | $ 12,876 | $ 245 | $ 2,023 | $ (635) | $ (191) | $ 1,197 | $ (178,424) | $ (164,106) | $ (371) | $ (164,477) | |
Total comprehensive income for the year | |||||||||||
Profit for the year | 40,654 | 40,654 | (584) | 40,070 | |||||||
Other comprehensive income | 3,114 | 3,114 | 3,114 | 12 | 3,126 | ||||||
Total comprehensive income for the year | 3,114 | 3,114 | 40,654 | 43,768 | (572) | 43,196 | |||||
Issuance of warrants/ordinary shares | 1,809 | 1,809 | 1,809 | ||||||||
Share-based payment transactions | 2,231 | 2,231 | 2,231 | 2,231 | |||||||
Ending balance at Dec. 31, 2016 | 12,876 | 2,054 | 4,254 | (635) | 2,923 | 6,542 | (137,770) | (116,298) | (943) | (117,241) | |
Total comprehensive income for the year | |||||||||||
Profit for the year | 55,365 | 55,365 | (457) | 54,908 | |||||||
Other comprehensive income | (3,510) | (3,510) | (3,510) | (41) | 2,014 | ||||||
Net surplus on revaluation of building | 5,565 | 5,565 | 5,565 | 5,565 | |||||||
Total comprehensive income for the year | (3,510) | 5,565 | 2,055 | 55,365 | 57,420 | (498) | 56,922 | ||||
Issuance of warrants/ordinary shares | 1,605 | 1,605 | 1,605 | ||||||||
Share-based payment transactions | 994 | 994 | 994 | 994 | |||||||
Ending balance at Dec. 31, 2017 | 14,481 | 2,054 | 5,248 | (635) | (587) | 5,565 | 9,591 | (82,405) | (56,279) | (1,441) | (57,720) |
Total comprehensive income for the year | |||||||||||
Profit for the year | (35,239) | (35,239) | (216) | (35,455) | |||||||
Other comprehensive income | 1,325 | 1,432 | 2,757 | 2,757 | 15 | 2,772 | |||||
Net surplus on revaluation of building | |||||||||||
Total comprehensive income for the year | 1,325 | 1,432 | 2,757 | (35,239) | (32,482) | (201) | (32,683) | ||||
Issuance of shares for business combination | 8,765 | 8,765 | 8,765 | ||||||||
Preference shares converted into ordinary shares | 57,914 | 57,914 | 57,914 | ||||||||
Conversion of convertible loans into ordinary shares | 917 | 917 | 917 | ||||||||
Conversion of promissory note | 453 | 453 | 453 | ||||||||
Derecognition of warrants | (245) | (245) | (245) | ||||||||
Issuance of warrants/ordinary shares | 94 | 94 | 94 | ||||||||
Recognition of warrants from business combination | 599 | 599 | 599 | ||||||||
Acquisition of non controlling interest of a subsidiary without a change in control | (1,925) | (1,925) | (1,925) | 1,856 | (69) | ||||||
Share-based payment transactions | 430 | 430 | 430 | 430 | |||||||
Ending balance at Dec. 31, 2018 | $ 82,530 | $ 2,502 | $ 5,678 | $ (1,235) | $ 845 | $ 5,565 | $ 10,853 | $ (117,644) | $ (21,759) | $ 214 | $ (21,545) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Profit/(loss) before tax | $ (35,339) | $ 54,983 | $ 40,080 |
Adjustments for: | |||
Depreciation of property and equipment | 1,572 | 1,479 | 448 |
Amortization of leasehold land | 213 | 199 | 192 |
Amortization of intangible assets | 580 | 590 | 580 |
Amortization of deferred government grants | (92) | (89) | (50) |
Reversal of asset reinstatement obligation | (34) | (103) | (220) |
Loss/(gain) on disposal of property and equipment | (1) | 4 | 41 |
Loss on disposal of intangible assets | 88 | ||
Share-based payment | 430 | 994 | 2,231 |
Allowance for doubtful debt | 5 | ||
Expected credit loss allowance | 60 | ||
Deposits written off | 1 | ||
Inventories (reversed)/written down | 353 | (45) | 259 |
Change in fair value of convertible preference shares | 2,068 | (70,063) | (59,233) |
Recapitalization expenses | 16,530 | ||
Finance costs | 3,533 | 3,250 | 1,797 |
Finance income | (7) | (14) | (35) |
Foreign exchange (gain)/loss, net | 162 | (236) | (100) |
Adjustments For Reconcile Profit Loss | (9,972) | (9,050) | (13,917) |
Changes in: | |||
inventories | 2,298 | 2,758 | (495) |
trade and other receivables | (184) | 73 | (798) |
prepayments | 26 | 1,835 | 476 |
other current financial assets | 563 | (245) | (137) |
deferred expenses | 3,330 | ||
non-current financial assets | 102 | 142 | |
trade and other payables | 2,639 | (1,679) | (1,659) |
contract liabilities | 929 | 207 | (162) |
Cash used in operating activities | (3,701) | (5,999) | (13,220) |
Interest received | 7 | 14 | 35 |
Interest paid | (2,675) | (2,181) | (972) |
Tax paid | (101) | (80) | (30) |
Receipts of government grants | 138 | ||
Net cash used in operating activities | (6,470) | (8,108) | (14,187) |
Cash flows from investing activities | |||
Purchase of property and equipment | (138) | (2,298) | (4,418) |
Additions to leasehold land | (108) | ||
Additions to intangible assets | (224) | (338) | (659) |
Placement of short-term deposits | (1) | (69) | |
Proceeds from disposal of property and equipment | 1 | 5 | 16 |
Net cash used in investing activities | (361) | (2,632) | (5,238) |
Cash flows from financing activities | |||
Proceeds from interest-bearing loans and borrowings | 54,112 | 68,312 | 86,201 |
Repayment of interest-bearing loans and borrowings | (50,977) | (64,067) | (75,049) |
Proceeds from issuance of ordinary shares | 1,605 | ||
Net cash from financing activities | 3,135 | 5,850 | 11,152 |
Net decrease in cash and cash equivalents | (3,696) | (4,890) | (8,273) |
Cash and cash equivalents | 7,312 | 11,926 | 19,812 |
Effect of exchange rate fluctuations on cash held | (1,012) | 276 | 387 |
Cash and cash equivalents | 2,604 | 7,312 | 11,926 |
Supplemental disclosures of non-cash activities: | |||
Recapitalization expenses | 16,530 | ||
Other supplementary disclosures: | |||
Outstanding payables in relation to purchase of property and equipment and intangible assets | 2,161 | 13,138 | |
Loan from shareholders was held as marketable securities in trust account | 15,188 | ||
Balance | 58,543 | 49,204 | |
Cash flows | |||
Proceeds from interest-bearing loans and borrowings | 54,112 | 68,312 | |
Repayment of interest-bearing loans and borrowings | (50,977) | (64,067) | |
Purchase of property and equipment | 2,175 | ||
Interest expense | 2,481 | 2,308 | |
Amortization of deferred transactions cost | 831 | 832 | |
Interest paid | (2,675) | (2,181) | |
Foreign exchange gain | 149 | (194) | |
Contingent settlement | 363 | ||
Conversion of convertible loan to equity | (2,440) | ||
Others | (25) | ||
The effect of changes in foreign exchange rates | (999) | 2,154 | |
Balance | $ 59,363 | $ 58,543 | $ 49,204 |
Domicile and Activities
Domicile and Activities | 12 Months Ended |
Dec. 31, 2018 | |
Domicile and Activities [abstract] | |
Domicile and activities | 1 Domicile and activities The Company is incorporated and domiciled in Cayman Island. The registered office is located at c/o Dentons, 3 rd The principal activities of the Group are mainly as an online retailer of luxury goods and also to provide a marketplace for sellers to sell luxury goods. The principal activities of its subsidiaries are shown in Note 7 to the consolidated financial statements. 1.1 Business combination On 19 December 2018, the Company changed its name from DOTA Holdings Limited to Reebonz Holding Limited. DOTA Holdings Limited was incorporated on 27 July 2018 by Draper Oakwood Technology Acquisition, Inc., (“DOTA”) for the sole purpose of consummating the business combination described further below. On 4 September 2018, Reebonz Limited (“Reebonz”) entered into a business combination agreement with a special purpose acquisition company, DOTA, a Delaware Corporation, listed on National Association of Securities Dealers Automated Quotations (“NASDAQ”). The Business Combination was accounted for as a reverse acquisition in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Under this method of accounting, DOTA is treated as the “acquired” company. This determination was primarily based on Reebonz comprising the ongoing operations of the combined company, Reebonz’s senior management comprising the senior management of the combined company, and Reebonz stockholders having a majority of the voting power of the combined company. For accounting purposes, Reebonz is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Reebonz. Accordingly, the consolidated assets, liabilities and results of operations of Reebonz are the historical financial statements of the combined company, and DOTA’s assets, liabilities and results of operations are consolidated with Reebonz beginning on the acquisition date. As a result of the above transaction, the Company became the ultimate parent of Reebonz Limited and DOTA on 19 December 2018, being the acquisition date. The Company’s ordinary shares and warrants are traded on the NASDAQ Capital Market under the ticker symbols RBZ and RBZAW, respectively. The comparative financial years included herein are derived from the consolidated financial statements of Reebonz. |
Basis of preparation
Basis of preparation | 12 Months Ended |
Dec. 31, 2018 | |
Basis of preparation [Abstract] | |
Basis of preparation | 2 Basis of preparation 2.1 Statement of compliance The consolidated financial statements of the Group have been prepared in accordance with the IFRS as issued by the IASB. 2.2 Basis of measurement The consolidated financial statements have been prepared on the historical cost basis except as otherwise described in the notes below. Going concern basis of accounting The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its financial obligation, working capital requirements and capital expenditures as and when they fall due. The Group incurred an operating loss of US$13,160,000 (31/12/2017: US$11,336,000; 31/12/2016: US$16,784,000) for the year ended 31 December 2018 and as at that date, the Group recorded a shareholders' deficit of US$21,759,000 (31/12/2017: US$56,279,000). The Group recorded net current liabilities of US$37,085,000 (31/12/2017: US$7,106,000) at 31 December 2018. As at 31 December 2018, the Group has trust receipts financing of US$22,965,000 (31/12/2017: US$20,467,000) due to financial institutions, repayable from January 2019 to June 2019. A portion of the trust receipts financing, amounting to US$18,189,000 (31/12/2017: US$17,988,000) is secured by a first legal charge over the Group's leasehold land and building. The carrying value of the Group's leasehold land and building amounted to US$30,444,000 as at 31 December 2018 (31/12/2017: US$32,188,000). The Group has other short-term borrowings from third parties, amounting to US$7,297,000 (31/12/2017: US$6,637,000) which are repayable in Q1'2019 and Q2'2019. In addition, the unsecured term loan as at 31 December 2018 of US$10,765,000 (31/12/2017: US$10,590,000) is repayable by Q2'2019. Refer to Note 20 for the terms and conditions of the outstanding interest-bearing loans and borrowings. The financial statements have been prepared on a going concern basis, based on the following: 1. Continuation by the Group's bankers to provide access to the Group to drawdown and roll-forward existing short term financing facilities which will enable the Group to meet its working capital requirements, financial obligation and capital expenditure as and when they fall due. Negotiations are currently ongoing with the Group's bankers to confirm Group's ability to have continuous access to these financing facilities. 2. Expectation of successful completion of a public offering of approximately US$20,000,000 based on the registration statement that the Company has filed with Securities and Exchange Commission ("SEC") as amended. The Group is also considering other potential financing options with banks or other third parties to allow the Group to have sufficient funds to meet its working capital requirements, financial obligation and capital expenditure. Failure to do so may also prevent the Group's continuation of its listing status in the NASDAQ stock market. Management acknowledges that material uncertainty remains over the Group's ability to meet its funding requirements and ability to gain continued access to short term financing. Management has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. If for any reason the Group is unable to continue as a going concern, then this could have an impact on the Group's ability to realize assets at their recognized values, in particular goodwill and other intangible assets, and to extinguish liabilities in the normal course of business at the amounts stated in the consolidated financial statements. 2.3 Functional and presentation currency These consolidated financial statements are presented in United States dollars ("US$"). All financial information presented in US$ has been rounded to the nearest thousand, unless otherwise stated. On 19 December 2018, the Company assessed its functional currency to be US$. The Company assessed the currency of the Company's financing and investing activities and determined that US$ more appropriately reflects the current and prospective economic substance of the underlying transactions and circumstances of the Company. The functional currencies in relation to Reebonz and the Company's foreign operations remain unchanged. 2.4 Use of estimates and judgments The preparation of the Group's consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. (a) Impairment of non-financial assets Impairment exists when the carrying value of an asset or Cash Generating Unit ("CGU") exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow ("DCF") model. The estimated cash flows are derived from the future budgets and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset's performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most crucial in determining the recoverable amount of goodwill recognized by the Group. The key assumptions used to determine the recoverable amount for the CGU, including a sensitivity analysis, are disclosed and further explained in Note 7. (b) Fair value of financial instruments When the fair values of financial liabilities recorded in the consolidated statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow ("DCF") model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as discount rate and the IPO price prior to the recapitalization (see Note 1.1); following the recapitalization, judgements are on discount rates. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 33 for further disclosures. (c) Share-based payments The Group initially measures the cost of equity-settled transactions with employees using a Black Scholes model prior to the recapitalization to determine the fair value of the equity incurred. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 29. (d) Revenue recognition For contracts that permit the customer to return an item, revenue is recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Therefore, the amount of revenue recognized is adjusted for expected returns, which are estimated based on the historical data. As at 31 December 2018, the Group recognizes refund liabilities which is included in trade and other payables amounting US$616,000 (31/12/2017: US$674,000). Separately, the Group recognizes related assets for the rights to recover the returned goods, as 'Inventories' amounting US$439,000 (31/12/2017: US$462,000). The Group reviews its estimate of expected returns at each reporting date and updates the amounts of the assets and liabilities accordingly. (e) Revaluation of property and equipment - Building The Group engaged a real estate valuation expert to assess the fair value of its building as at 31 December 2017. The Group carried its building at its revalued amount as at 31 December 2017, which approximates its fair value. Changes in fair values were recognized in other comprehensive income. The fair value of the building is determined by an independent real estate valuation expert using an open market value approach every 3 years on 31 December. As at 31 December 2018, the Group carried its building at the revalued amount, less accumulated depreciation and accumulated impairment losses. (f) Taxes Deferred tax assets are recognized for unused tax losses and temporary differences to the extent that it is probable that taxable profit will be available against which the losses and temporary differences can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. As at 31 December 2018, the Group has US$114,326,000 (31/12/2017: US$88,043,000; 31/12/2016: US$75,296,000) of tax losses carried forward. These losses relate to the Company and subsidiaries that have a history of losses, do not expire and may not be used to offset taxable income elsewhere in the Group. It is not probable that taxable profit will be available for the Group's subsidiaries for deferred tax assets to be utilized against. On this basis, the Group has determined that it cannot recognize deferred tax assets on the tax losses carried forward. If the Group was able to recognize all unrecognized deferred tax assets, accumulated losses would have decreased by US$20,918,000 (31/12/2017: US$15,952,000; 31/12/2016: US$13,939,000). (g) Approach to measurement of fair values A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. External valuers are involved for valuation of significant assets and liabilities. Involvement of external valuers is decided upon annually by Management after discussion with and approval by the Board. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. The Management decides, after discussions with the Group's external valuers, which valuation techniques and inputs to use for each case. At each reporting date, the Group analyses the movements in the values of assets and liabilities which are required to be measured or re-assessed as per the Group's accounting policies. For this analysis, Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. The Group, in conjunction with the Group's external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable. For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained below. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest). The Group recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Significant accounting policies | 3 Significant accounting policies 3.1 Basis of consolidation (i) Recapitalization A 'reverse acquisition' is a business combination in which the legal acquirer - i.e. the entity that issues the securities (i.e. listed entity) becomes the acquiree for accounting purposes and the legal acquiree becomes the acquirer for accounting purposes. It is the application in accordance with IFRS 3 Business Combinations Business Combinations ● A business, IFRS 3 Business Combinations ● Not a business, IFRS 2 Share-based Payment Business Combinations (ii) Business combinations Business combinations are accounted for using the acquisition method in accordance with IFRS 3 Business Combinations The Group measures goodwill at the date of acquisition as: ● the fair value of the consideration transferred; plus ● the recognized amount of any non-controlling interests ("NCI") in the acquiree; plus ● if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree, over the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment. When the excess in negative, a bargain purchase gain is recognized immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Any contingent consideration payable is recognized at fair value at the date of acquisition and included in the consideration transferred. If the contingent consideration that meets the definition of a financial instrument is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes to the fair value of the contingent consideration are recognized in profit or loss. NCI that are present ownership interests and entitle their holders to a proportionate share of the acquiree's net assets in the event of liquidation are measured either at fair value or at the NCI's proportionate share of the recognized amounts of the acquiree's identifiable net assets, at the date of acquisition. The measurement basis taken is elected on a transaction-by-transaction basis. All other NCI are measured at acquisition-date fair value, unless another measurement basis is required by IFRSs. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners and therefore no adjustments are made to goodwill and no gain or loss is recognized in profit or loss. Adjustments to NCI arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary. Business combinations which do not fall under the scope as defined under IFRS 3, are accounted in accordance with relevant IFRS as issued by the IASB and other relevant pronouncements. (iii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the NCI in a subsidiary are allocated to the NCI even if doing so causes the NCI to have a deficit balance. (iv) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. 3.2 Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively). (ii) Group companies On consolidation, the assets and liabilities of foreign operations are translated into United States dollars at the rate of exchange prevailing at the reporting date and their consolidated statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognized in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognized in profit or loss. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. 3.3 Financial instruments (i) Recognition and initial measurement Non-derivative financial assets and financial liabilities The Group initially recognizes trade receivables on the date that they are originated. All other financial assets and financial liabilities are initially recognized on the date on which the Group becomes a party to the contractual provisions of the instrument. As a rule, a financial asset or a financial liability is initially measured at fair value with the addition, for a financial asset or a financial liability that is not presented at fair value through profit or loss, of transaction costs that can be directly attributed to the acquisition or the issuance of the financial asset or the financial liability. Trade receivables that do not contain a significant financing component are initially measured at the price of the related transaction. Trade receivables originating in contract assets are initially measured at the carrying amount of the contract assets on the date of reclassification from contract assets to financial assets measured at amortized cost. (ii) Classification and subsequent measurement Non-derivative financial assets — Policy applicable from 1 January 2018 On initial recognition, financial assets are classified to measurement at amortized cost or fair value through profit or loss ("FVTPL"). Financial assets are not reclassified in subsequent periods, unless the Group changes its business model for the management of financial assets, in which case the affected financial assets are reclassified at the beginning of the reporting period following the change in the business model. Financial assets at amortized cost A financial asset is measured at amortized cost if it meets the two following conditions and is not designated for measurement at fair value through profit or loss: – The objective of the entity's business model is to hold the financial asset to collect the contractual cash flows; and – The contractual terms of the financial asset create entitlement on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Group has balances of trade and other receivables and other current financial assets that are held under a business model the objective of which is collection of the contractual cash flows. The contractual cash flows in respect of such financial assets comprise solely payments of principal and interest that reflects consideration for the time-value of the money and the credit risk. As such, such financial assets are classified and measured at amortized cost. In subsequent periods, these assets are measured at amortized cost, using the effective interest method and net of impairment losses. Interest income, currency exchange gains or losses and impairment are recognized in profit or loss. Any gains or losses on derecognition are also carried to profit or loss. Financial assets at fair value through profit or loss All financial assets not classified as measured at amortised cost as described above are measured at FVTPL. In subsequent periods, these assets are measured at fair value. Net gains and losses are carried to profit or loss. Business model assessment The Group makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to Management. The information considered includes: ● the stated policies and objectives for the portfolio and the operation of those policies in practice; ● how the performance of the portfolio is evaluated and reported to the Group's Management; ● the risks that affect the performance of the business model and how those risks are managed; ● how managers of the portfolio are compensated; and ● the frequency, volume and timing of disposals in prior periods, the reasons for such sales and its expectations about future sales activity. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group's continuing recognition of the assets. Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL. Assessment of whether contractual cash flows are solely payments of principal and interest For assessment purposes, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: ● contingent events that would change the amount or timing of cash flows; ● terms that may adjust the contractual coupon rate, including variable-rate features; ● prepayment and extension features; and ● terms that limit the Group's claim to cash flows from specified assets (e.g. non-recourse features). A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. Non-derivative financial assets — Policy applicable before 1 January 2018 The Group initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise cash and cash equivalents, non-current and current financial assets and trade and other receivables (excluding construction contract in progress). Financial liabilities Financial liabilities are classified to measurement at amortized cost or at fair value through profit or loss. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value, and any net gains and losses, including any interest expenses, are recognized in profit or loss. Other financial liabilities are measured at amortized cost in subsequent periods, using the effective interest method. Interest expenses and currency exchange gains and losses are recognized in profit or loss. Any gains or losses on derecognition are also carried to profit or loss. (iii) Derecognition Financial assets The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognized in its consolidated statements of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized. Financial liabilities The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss. (iv) Offsetting Financial assets and financial liabilities are offset and the net amount presented in the consolidated statements of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. (v) Cash and cash equivalents Cash and cash equivalents comprise cash at banks and on hand and short-term deposits with maturities of three months or less from the date of acquisition that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments. (vi) Compound financial instruments Compound financial instruments issued by the Group comprise convertible notes denominated in Singapore dollars that can be converted to ordinary shares at the option of the holder, where the number of shares to be issued is fixed and does not vary with changes in fair value. The liability component of a compound financial instrument is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured. Interest related to the financial liability is recognized in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognized. (vii) Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects. Preference share capital The Group's redeemable preference shares are classified as financial liabilities, because they bear non-discretionary dividends and are redeemable in cash by the holders. Non-discretionary dividends thereon are recognized as interest expense in profit or loss as accrued. 3.4 Property and equipment (i) Recognition and measurement Items of property and equipment other than building are measured at cost, which includes capitalized finance costs, less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes: ● the cost of materials and direct labor; ● any other costs directly attributable to bringing the assets to a working condition for their intended use; ● when the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and ● capitalized finance costs. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment and depreciated separately. The gain or loss on disposal of an item of property and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss. The Group capitalizes interest with respect to major assets under construction based on the actual interest incurred for specific borrowings. Assets under construction included in property and equipment are not depreciated as these assets are not yet available for use. Buildings are measured at their revalued amounts, less accumulated depreciation and impairment losses recognized after the date of the revaluation. Valuations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value of the building at the end of the reporting period. Any revaluation surplus is recognized in other comprehensive income and accumulated in equity under the revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognized in profit or loss, in which case the increase is recognized in profit or loss. A revaluation deficit is recognized in profit or loss, except to the extent that it offsets an existing surplus on the same asset carried in the revaluation reserve. Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. The revaluation surplus included in the revaluation reserve in respect of an asset is transferred directly to retained earnings on retirement or disposal of the asset. (ii) Subsequent costs The cost of replacing a component of an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in profit or loss as incurred. (iii) Depreciation Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately. Depreciation is recognized as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property and equipment, unless it is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated. Depreciation is recognized from the date that the property and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. The estimated useful lives for the current and comparative years are as follows: ● Furniture and fittings 3 years ● Motor vehicles 5 years ● Office equipment 3 years ● Leasehold improvements 3 years ● Computers and software 3 years ● Building 28 years Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate. 3.5 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortization period and the amortization method for an intangible assets with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of profit or loss in the expense category that is consistent with the function of the intangible assets. Platform development costs A platform arising from development is recognized as an intangible asset if the Group is able to satisfy the requirement to demonstrate how its platform will generate probable future economic benefits. If the Group is not able to demonstrate how the platform developed solely or primarily for promoting and advertising its own products and services will generate probable future economic benefits, all expenditure on developing such a platform should be recognized as an expense when incurred. Any internal expenditure on the development and operation of the Group's platform is accounted for in accordance with the nature of each activity for which expenditure is incurred as follows: ● Planning: Expenditure incurred in this stage is recognized as an expense as and when it is incurred. ● Application and infrastructure development, graphical design and content development stages: To the extent that content is developed for purposes other than to advertise and promote an Group's own products and services, expenditure incurred in these stages are included in the cost of a platform recognized as an intangible asset when the expenditure can be directly attributed, or allocated on a reasonable and consistent basis, to preparing the platform for its intended use. ● Content development: Expenditure incurred in the content development stage, to the extent that content is developed to advertise and promote an enterprise's own products and services, is recognized as an expense when incurred. ● Operating: The operating stage begins once development of a platform is complete. Expenditure incurred in this stage is recognized as an expense when it is incurred. Following initial recognition of the platform development costs, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. Amortization is recorded in technology and content expenses. During the period of development, the asset is tested for impairment annually. Amortization of the following intangibles assets are provided for on a straight-line basis over the estimated useful lives: Platform development costs - 5 years Software - 5 years Gains or losses arising from derecognition of an intangible assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statements of profit or loss when the asset is derecognized. 3.6 Leasehold land Leasehold land is initially measured at cost. Following initial recognition, leasehold land is measured at cost less accumulated depreciation. The leasehold land is depreciated on a straight-line basis over the lease term of 30 years. 3.7 Leases The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. Group as a lessee A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease. Finance lease is capitalized at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the consolidated statements of profit or loss. A leased asset is depreciated over the useful life of the asset. Operating lease payments are recognized as an operating expense in the consolidated statements of profit or loss on a straight-line basis over the lease term. Group as a lessor Leases in which the Group does not transfer substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note 3.14(d). Contingent rents are recognized as revenue in the period in which they are earned. Lessors present assets subject to operating leases in their consolidated statement of financial position according to the nature of the asset. 3.8 Finance costs Finance costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other finance costs are expensed in the period in which they occur. Finance costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. 3.9 Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average cost methodology, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. Where necessary, allowance is provided for damaged, obsolete, and slow moving items to adjust the carrying value of inventories to the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale. 3.10 Impairment (i) Non-derivative financial assets and contract assets Policy applicable from 1 January 2018 The Group recognizes loss allowances for ECLs on: ● financial assets measured at amortised costs; and ● contract assets (as defined in IFRS 15). The Group has elected to measure the provision for expected credit losses in respect of trade receivables and contract assets at an amount that is equal to the credit losses expected over the life of the instrument. In assessing whether the credit risk of a financial asset has significantly increased since initial recognition and in assessing expected credit losses, the Group takes into consideration information that is reasonable and verifiable, relevant and attainable at no excessive cost or effort. Such information comprises quantitative and qualitative information, as well as an analysis, based on the past experience of the Group and the reported credit assessment, and contains forward-looking information. The Group assumes that the credit risk of a financial asset has increased significantly since initial recognition whenever contractual payments are more than 30 days in arrears. The Group considers a financial asset to be in default if it is not probable that the borrower will fully meet its payment obligations to the Group, and the Group has no right to perform actions such as the realization of collaterals (if any). The Group considers a financial asset as having a low credit risk if its credit risk coincides with the global structured definition of "investment rating". The credit losses expected over the life of the instrument are expected credit losses arising from all potential default events throughout the life of the financial instrument. Expected credit losses in a 12-month period are the portion of the expected credit losses arising from possible default events during the period of 12 months from the reporting date. The maximum period that is taken into account in assessing the expected credit losses is the maximum contractual period over which the Group is exposed to |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Property and equipment | 4 Property and equipment Furniture Motor Office Leasehold Computers Building Assets Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Cost At 1 January 2017 338 69 650 1,307 880 — 18,367 21,611 Additions 52 1 212 478 33 3,117 — 3,893 Disposals (66 ) (17 ) — (907 ) (7 ) — — (997 ) Reclassification — — 850 207 6 18,099 (19,162 ) — Revaluation surplus — — — — — 5,949 — 5,949 Currency translation difference 12 3 27 21 33 1 795 892 At 31 December 2017 336 56 1,739 1,106 945 27,166 — 31,348 Additions 1 — 34 75 28 — — 138 Disposals — — — (321 ) (39 ) — — (360 ) Currency translation difference (6 ) (1 ) (32 ) (17 ) (20 ) (461 ) — (537 ) At 31 December 2018 331 55 1,741 843 914 26,705 — 30,589 Accumulated depreciation At 1 January 2017 310 43 427 1,218 692 — — 2,690 Depreciation charge 24 8 309 284 117 737 — 1,479 Disposals (66 ) (7 ) (1 ) (907 ) (7 ) — — (988 ) Reclassification — — (4 ) — 4 — — — Elimination of accumulated depreciation on revaluation — — — — — (737 ) — (737 ) Currency translation difference 16 2 26 26 29 — — 99 At 31 December 2017 284 46 757 621 835 — — 2,543 Depreciation charge 25 6 312 131 88 1,010 — 1,572 Disposals — — — (321 ) (39 ) — — (360 ) Currency translation difference (5 ) (1 ) (21 ) (13 ) (20 ) (21 ) — (81 ) At 31 December 2018 304 51 1,048 418 864 989 — 3,674 Carrying amounts At 1 January 2017 28 26 223 89 188 — 18,367 18,921 At 31 December 2017 52 10 982 485 110 27,166 — 28,805 At 31 December 2018 27 4 693 425 50 25,716 — 26,915 Buildings are valued every 3 years on 31 December by an independent professional valuer. Valuations are made on the basis of open market value. It is the intention of the Management to hold the building for the long term. The building is pledged to secure the Company’s term loan and some of the trust receipts (Note 20). Finance lease The carrying value of a motor vehicle held under finance lease obligation as at 31 December 2018 is US$1,800 (31/12/2017: US$4,800) The leased asset is pledged as security for the related finance lease liability. The carrying value of a telephony system held under finance lease obligation as at 31 December 2018 is US$46,300 (31/12/2017: US$94,200). |
Leasehold Land
Leasehold Land | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about investment property [abstract] | |
Leasehold land | 5 Leasehold land Total US$’000 Cost At 1 January 2017 5,389 Currency translation difference 233 At 31 December 2017 5,622 Currency translation difference (95 ) At 31 December 2018 5,527 Accumulated amortization At 1 January 2017 379 Amortization of the year 199 Currency translation difference 22 At 31 December 2017 600 Amortization of the year 213 Currency translation difference (14 ) At 31 December 2018 799 Carrying amounts At 1 January 2017 5,010 At 31 December 2017 5,022 At 31 December 2018 4,728 The Group’s leasehold land which was acquired from an affiliate of the Singapore Government, is pledged to secure the Group’s term loan and some of the trust receipts facilities (Note 20). |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about intangible assets [abstract] | |
Intangible assets | 6 Intangible assets Platform Software Total US$'000 US$'000 US$'000 Cost At 1 January 2017 2,280 884 3,164 Additions 288 50 338 Currency translation difference 99 38 137 At 31 December 2017 2,667 972 3,639 Additions 224 — 224 Currency translation difference (46 ) (16 ) (62 ) At 31 December 2018 2,845 956 3,801 Accumulated amortization At 1 January 2017 1,005 533 1,538 Amortization of the year 452 138 590 Currency translation difference 56 26 82 At 31 December 2017 1,513 697 2,210 Amortization of the year 442 138 580 Currency translation difference (34 ) (16 ) (50 ) At 31 December 2018 1,921 819 2,740 Carrying amounts At 1 January 2017 1,275 351 1,626 At 31 December 2017 1,154 275 1,429 At 31 December 2018 924 137 1,061 Other than the platform development costs capitalized, research and development costs of US$3,038,000 that are not eligible for capitalization have been expensed as incurred and recognized in technology and content expenses (31/12/2017: US$3,958,000; 31/12/2016: US$4,195,000). Amortization of intangible assets of US$580,000 (31/12/2017: US$590,000; 31/12/2016: US$580,000) is recognized in technology and content expenses in the consolidated statements of profit or loss. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill [abstract] | |
Goodwill | 7 Goodwill The carrying amount of goodwill allocated to each of the CGU is as follows: 31/12/2017 31/12/2018 US$’000 US$’000 Reebonz Korea 834 834 Invitree 670 670 Translation difference 64 38 1,568 1,542 The Group performed its annual impairment test on 31 December 2018 and 2017 respectively. The recoverable amounts of the CGUs have been determined based on value in use calculations using the cash flow projections approved by management covering a five-year period. The growth rate beyond the five-year period did not exceed the long-term average growth rate of the business in which the CGU operates in. The pre-tax discount rate applied to the cash flow projections and the forecasted growth rates used to extrapolate cash flow projections beyond the five-year period are stated below. As the recoverable amounts of the CGUs are estimated to be higher than the carrying amounts by US$20,273,000 (2017: US$32,012,000), no impairment losses were recognized for the years ended 31 December 2018 and 2017. 31/12/2017 31/12/2018 Revenue Terminal Pre-tax Revenue Terminal Pre-tax % % % % % % Reebonz Korea 15.6 3.0 17.8 16.7 3.0 16.5 Invitree 15.6 3.0 17.3 12.3 3.0 15.9 * Revenue CAGR relates to the revenue compounded annual growth rate for the five-year cash flow projection period. The calculations of value in use for the CGUs are most sensitive to the following assumption: a) Revenue — Revenue was projected taking into account the average growth levels experienced over the past five years and the estimated sales volume and price growth for the next five years. Sensitivity to changes in assumption The implications of the key assumption of the recoverable amount are discussed below: a) Revenue — Decreased demand can lead to a decline in revenue. A decrease in the forecasted annual revenue of Reebonz Korea and Invitree by 8% and 7% respectively (31/12/2017: of Reebonz Korea and Invitree by 9% and 12% respectively) would result in impairment. Information about subsidiaries The consolidated financial statements of the Group include: Name of significant subsidiaries Principal activity Principal place Percentage of 31/12/2017 31/12/2018 % % Held by the Company Reebonz Limited Import, export, wholesale and retail of luxury products Singapore 100 100 Draper Oakwood Technology Acquisition, Inc. (“DOTA”) Special purpose acquisition United States of America — 100 Held by Reebonz Limited Reebonz Pty. Ltd. Provide marketing support and sale of luxury products Australia 100 100 Reebonz Korea Co., Ltd. Import, export, wholesale, retail and rental of luxury products Korea 49.2 58.4 Held by Reebonz Korea Invitree Co., Ltd. (“Invitree”) Sale of luxury products Korea 90 90 * The Company is entitled to appoint and has the majority of directors who direct key activities of the entity. The Company concluded that it has control over Reebonz Korea as it has power to direct the relevant activities of Reebonz Korea and is exposed to the variable. During the year, the Group increased its shareholding in Reebonz Korea from 49.2% to 58.4%. Refer to Note 30 for further details. |
Non-current and Current Financi
Non-current and Current Financial Assets | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of financial assets [abstract] | |
Non-current and current financial assets | 8 Non-current and current financial assets 31/12/2017 31/12/2018 US$’000 US$’000 Non-current Deposits 480 472 Current Deposits 1,177 619 Others 36 10 1,213 629 |
Marketable Securities Held in T
Marketable Securities Held in Trust Account | 12 Months Ended |
Dec. 31, 2018 | |
Marketable securities held in trust account [Abstract] | |
Marketable securities held in trust account | 9 Marketable securities held in trust account 31/12/2017 31/12/2018 US$'000 US$'000 At 31 December — 15,196 The marketable securities held in trust account were substantially held in cash and U.S. Treasury bills. The balance relates to the shareholders' loan as described in Note 22 and is held in Escrow to fund the repayment of the shareholders' loan. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventories [abstract] | |
Inventories | 10 Inventories 31/12/2017 31/12/2018 US$’000 US$’000 Products available for sale 18,963 16,930 Products available for rent 547 526 Goods in transit 2,472 1,509 Total inventories at lower of cost and net realizable value 21,982 18,965 In 2018, US$353,000 (31/12/2017: (US$45,000); 31/12/2016: US$259,000) was recognized as an expense/(reversal) for inventories carried at net realizable value. This is recognized in cost of revenue. In 2018, inventories of US$65,575,000 (31/12/2017: US$77,496,000; 31/12/2016: US$94,373,000) were recognized as an expense during the year and included in cost of revenue. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other receivables [Abstract] | |
Trade and other receivales | 11 Trade and other receivables 31/12/2017 31/12/2018 US$’000 US$’000 Trade and other receivables Trade receivables 3,600 3,890 Other receivables 1,014 780 Related party 11 — 4,625 4,670 Trade receivables are non-interest bearing and generally have credit terms of 5 to 30 days. Other receivables are non-interest bearing with no fixed terms of repayment. Movements in the allowance for impairment The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows. Comparative amounts for 2017 represent the allowance account for impairment losses under IAS 39. US$’000 Balance at 1 January 2016 under IAS 39 25 Charged during the year 5 Written off (1 ) Exchange differences 1 Balance at 31 December 2016 under IAS 39 30 Balance at 1 January 2017 under IAS 39 30 Exchange differences (1 ) Balance at 31 December 2017 under IAS 39 29 Balance at 1 January 2018 under IAS 39 29 Adjusted on initial application of IFRS 9 — Charged during the year 60 Written off (5 ) Exchange differences 1 Balance at 31 December 2018 under IFRS 9 85 Comparative information under IAS 39 An analysis of the credit quality of trade and other receivables that were neither past due nor impaired and the ageing of trade receivables that were past due but not impaired as at 31 December 2017 is as follows: Gross Impairment Net US$’000 US$’000 US$’000 Neither past due nor impaired 1,996 — 1,996 Past due but not impaired – Less than 30 days 1,837 — 1,837 – 30 — 60 days 630 — 630 – 61– 90 days — — — – More than 90 days 192 (30 ) 162 4,655 (30 ) 4,625 Expected credit loss assessment The Group uses an allowance matrix to measure the ECLs of trade and other receivables from certain customers where there is no credit ratings (or equivalent) available and Group believes the credit ratings may not be reflective of the expected risk of default for these customers. The Group uses an allowance matrix to measure the ECLs of trade and other receivables from certain customers as there is no applicable credit ratings (or equivalent). The following table provides information about the exposure to credit risk and ECLs for trade and other receivables as at 31 December 2018. Weighted Gross Not credit Credit Net US$’000 US$’000 US$’000 US$’000 Neither past due nor impaired — 1,977 — — 1,977 Past due but not impaired – Less than 30 days 0.1 % 1,529 — (2 ) 1,527 – 30 — 60 days 2.4 % 573 — (14 ) 559 – 61– 90 days 18.9 % 37 — (7 ) 30 – More than 90 days 9.7 % 639 — (62 ) 577 4,755 — (85 ) 4,670 See Note 37 which explains how the Group manages its credit quality of trade receivables that are neither past due nor impaired. |
Prepayments
Prepayments | 12 Months Ended |
Dec. 31, 2018 | |
Prepayments [abstract] | |
Prepayments | 12 Prepayments Prepayments mainly include advance payment made to suppliers for the purchase of goods. Such amounts as at 31 December 2018, 31 December 2017 were US$1,834,000 and US$2,034,000 respectively. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and cash equivalents [abstract] | |
Cash and cash equivalents | 13 Cash and cash equivalents 31/12/2017 31/12/2018 US$’000 US$’000 Cash at bank and on hand, representing cash and cash equivalents 7,312 2,604 Cash at banks earns interest at floating rates based on daily bank deposit rates. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2018 | |
Share Capital [Abstract] | |
Share Capital | 14 Share capital 31/12/2017 31/12/2018 Authorized Ordinary shares 200,000,000 200,000,000 Note No. of shares US$’000 At Reebonz Limited: At 1 January 2017 10,564,037 12,876 Issuance of new ordinary shares 202,572 1,605 At 31 December 2017 10,766,609 14,481 At Reebonz Holding Limited: At inception 1 n.m.* Conversion of 10,766,609 Reebonz Limited ordinary shares at ratio 0.56 to the legal acquirer, Reebonz Holding Limited 6,029,033 14,481 Changes in equity due to business combination Convertible preference shares i) 11,289,261 57,914 a) Convertible loan ii) 178,726 917 b) Ordinary shares issued on recapitalization with DOTA iii) 1,796,959 9,218 c) Backstop shares iii) 1,847,780 — At 31 December 2018 21,141,760 82,530 * not meaningful On 21 February 2017, 139,292 ordinary shares were issued at US$7.92 (S$11.30) per share. On 2 March 2017, 63,280 ordinary shares were issued at US$7.92 (S$11.30) per share. The movement in share capital of Reebonz Holding Limited during the year is as follows: i) On 19 December 2018, Reebonz Limited’s Series A, B, C and D Preference Shareholders swapped their Series A, B, C and D Preference Shares into Preference Shares of the Company on a 1:1 basis which in turn, immediately converted into ordinary shares of the Company at an agreed conversion rate of 0.56 ordinary shares for every Preference Share held. ii) On 19 December 2018, Reebonz Limited’s Convertible Loan was swapped into a Convertible Loan with the Company which in turn, was immediately converted into 178,726 ordinary shares of the Company at an issue price of US$10.27. The holder of the Convertible Loan also received 74,469 bonus Warrants (See Note 15 (c)(iv)) of the Company. iii) As part of the business combination with DOTA on 19 December 2018; a) Holders of DOTA Class F Shares cancelled 718,750 Class F Shares of DOTA, which represented 50% of Class F Shares issued. The remaining un-cancelled F Common stockholders swapped their common stocks into ordinary shares of the Company at an agreed basis of 1:1. b) Out of 6,137,500 DOTA Class A shares, 1,476,436 were purchased by two investors (the “Backstop Investors”) who entered into separate backstop agreements (the “Backstop Agreements”) on 13 December 2018 and 14 December 2018 with DOTA and Reebonz Limited. Pursuant to the Backstop Agreements, the investors acquired a total of 1,476,436 Class A Shares of DOTA (i.e. “Backstop Shares”) for US$15 million. Refer to Note 38. Via approval of the Board of Directors, the Backstop Investors also received an additional 371,344 ordinary shares and 74,469 warrants of Reebonz Holding Limited. c) 4,273,564 shares of DOTA’s Class A shares were redeemed at an issue price of US$10.29 per share, for a total redemption amount of U$43,962,000. The remaining 387,500 Class A shares were swapped into ordinary shares of the Company at an agreed basis of 1:1. d) DOTA’s 602,250 unit purchase options rights were exchanged for 602,250 ordinary shares of the Company. e) DOTA’s promissory note was swapped and immediately converted into 88,459 ordinary shares of Reebonz Holding Limited. The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction. The ordinary shares have no par value. Capital management For the purpose of the Group’s capital management, capital includes issued capital, warrants and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to maximize the shareholder value. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. In order to fund its growth and working capital requirements, the Group issued ordinary shares and preference shares. These preference shares include clauses that provide the holders with significant benefits including liquidation preference and conversion options. To maintain or adjust the capital structure, the Group may issue new shares for new capital injection. No changes were made in the objectives, policies or processes during the years ended 31 December 2018 and 2017. |
Preference shares, convertible
Preference shares, convertible loan and warrants | 12 Months Ended |
Dec. 31, 2018 | |
Preference shares, convertible loan and warrants [Abstract] | |
Preference shares, convertible loan and warrants | 15 Preference shares, convertible loan and warrants a) Preference shares Series A convertible preference shares On 5 February 2010, Reebonz Limited issued in aggregate 3,000,000 Series A convertible Preference Shares ("Series A Preference Shares") for total gross proceeds of US$2,181,000. Series B convertible preference shares On 8 December 2010, Reebonz Limited issued in aggregate 3,868,418 Series B convertible preference shares ("Series B Preference Shares") for gross proceeds of US$8,906,000. Series C convertible preference shares On 21 December 2011, Reebonz Limited issued 525,231 Series C convertible preference shares ("Series C Preference Shares") to the Convertible Loan Holders upon the conversion of the Convertible Loan with total deemed proceeds of US$2,058,000. On 21 December 2011 and 6 January 2012, Reebonz Limited issued in aggregate 5,970,565 Series C Preference Shares to the Series A and Series B Preference Shares investors and a new third party investor for gross proceeds of US$23,389,000. On 7 November 2014, Reebonz Limited issued 63,139 Series C Preference Shares upon the exercise of detachable warrants for deemed proceeds comprised of the fair value of the warrants at the date of exercise and the related exercise price totaling US$247,000. Series D convertible preference shares On 30 April 2013, Reebonz Limited issued in aggregate 6,732,935 Series D convertible preference shares ("Series D Preference Shares") to the Series A, Series B and Series C Preference Shares investors and a group of new third party investors for gross proceeds of US$36,353,000. Certain of the holders of the Preference Shares are affiliates of the Singapore Government. The key features of the Series A, Series B, Series C and Series D Preference Shares were as follows: Voting The holder of each class of Series A, Series B, Series C and Series D Preference Shares of Reebonz Limited were entitled to the number of votes into which such Series A, Series B, Series C and Series D Preference Share could be converted into ordinary shares. In addition, prior to the closing of a qualified initial public offering (Qualified "IPO") as defined in the Preference Share agreements, certain decisions require the approval of the majority of the holders of the Series A and Series B Preference Shares and the holders of at least 75% of the Series C and Series D Preference Shares voting as a separate class. Dividends The holders of the Preference Shares of Reebonz Limited shall be entitled to receive dividends at an annual rate of 8%, when as and if declared by the Board of Directors of Reebonz Limited on a non-cumulative basis. The holders of the Preference Shares are also entitled to participate pro rata on an if-converted basis together with the holders of ordinary shares. Liquidation In the event of any liquidation, dissolution or winding up of Reebonz Limited, either voluntary or involuntary or the occurrence of a Deemed Liquidation Event defined as (a) a sale, lease, transfer, exclusive license or disposition of Reebonz Limited or its subsidiaries of all or substantially all of the assets of Reebonz Limited and its subsidiaries taken as a whole, or the sale or dispositions through merger, amalgamation, restructuring, reconstruction, consolidation or other reorganization of its subsidiaries which hold substantially all of the assets of Reebonz Limited and its subsidiaries taken as whole; (b) an acquisition through merger, amalgamation, restructuring, reconstruction, consolidation or other reorganization such that Reebonz Limited is the constituent party and the existing shareholders cease to retain a majority of the voting power in the surviving corporation; and (c) a sale of 50% or more of the voting rights in the capital of Reebonz Limited, the holders of the Preference Shares shall be entitled to receive a liquidation preference amount of 200% of the original issuance price according to the seniority of the Preference Shares, prior to any distribution to the holders of the ordinary shares. Series D Preference Shares has the highest seniority, followed by Series C Preference Shares, Series B Preference Shares and Series A Preference Shares. After full payment of the liquidation preference amounts to the holders of the Preference Shares, the remaining assets would be distributed pro rata to all holders of the ordinary shares on an as-converted basis assuming that all Preference Shares had been converted to ordinary shares. Conversion Each class of the Series A and Series B Preference Shares of Reebonz Limited will be converted into ordinary shares at an agreed conversion rate, either at the closing of an initial public offering or at the consent of the majority of the Series B Preference Shares investors. Each class of Series C and Series D Preference Shares of Reebonz Limited will be automatically converted into ordinary shares at an agreed conversion rate upon the closing of a Qualified IPO. Qualified IPO is defined as an initial public offering on a recognized stock exchange. A Qualified IPO is further defined in Series C and D as means (i) the listing of all Ordinary Shares of Reebonz Limited on the Recognized Stock Exchange at a listing price of at least US$11.00 per Ordinary Share (as adjusted for stock splits, stock dividends, and like events), or (ii) a firmly underwritten public offering of Ordinary Shares of Reebonz Limited registered on Form F-1 under the U.S. Securities Act of 1933, managed by a lead underwriter of international standing reasonably acceptable to holders of 51% of the then outstanding Shares (including Preferred Shares on an as-if converted basis), voting as a class, at an offering price to the public of at least US$11.00 per Ordinary Share (as adjusted for stock splits, stock dividends, and like events) and which results in aggregate proceeds to Reebonz Limited (net of underwriters discounts and commissions) of at least US$58,165,000. The agreed conversion rate for the Preference Shares shall be determined by dividing the total aggregate proceeds for each of the Preference Shares by its conversion price. The initial conversion price and conversion ratio for each series of the Preference Shares shall be their respective original issuance price and one–for–one, respectively. The above conversion prices are subject to adjustments in the event that Reebonz Limited issues additional ordinary shares or additional deemed ordinary shares through options (share options as disclosed in Note 29 are permitted issuances) or convertible instruments for a consideration per share received by Reebonz Limited less than the conversion prices of the Series A, Series B, Series C or Series D Preference Shares in effect on the date of and immediately prior to such issue. In such event, the Series A, Series B, Series C or Series D conversion price is reduced, concurrently with such issue, to a price as adjusted according to an agreed-upon formula. The above conversion prices are also subject to adjustments on a proportional basis upon other dilution events. Individual preference shareholders may, subject to agreement by ordinary shareholders and other relevant preference shareholders, obtain alternative exit strategies in the event that a Qualified IPO does not take place. Redemption The holders of the Series C and Series D Preference Shares have the option to demand redemption upon the commencement of an investigation (i) of a corruption or bribery event by any regulatory, governmental body or agency into any entity within the group or the founder; or (ii) into any representation, warranty, covenant, undertaking or other term relating to compliance with the Foreign Corrupt Practices Act of 1977 or the UK Bribery Act given by or in respect of any entity within the group or the founder at a redemption price of 200% of the original issuance price plus all declared but unpaid dividends, proportionally adjusted for any recapitalizations, share combinations, share dividends, share splits. Registration rights The Series A, Series B, Series C and Series D Preference Shares contain registration rights which: (1) allow the holders to demand Reebonz Limited to file a registration statement covering the offer and sale of Series A, Series B, Series C and Series D Preference Shares after a Qualified IPO; (2) require Reebonz Limited to offer Preference Shares holders an opportunity to include in a registration if Reebonz Limited proposes to file a registration statement for a public offering of other securities; (3) allow the Preference Shares holders to request Reebonz Limited to file a registration statement on Form F-2/F-3 when Reebonz Limited is eligible to use Form F-2/F-3. Reebonz Limited is required to use its best effort to effect the registration if requested by the Preference Shares holders, but there is no requirement to pay cash damages in the event that Company fails to register its shares. Accounting for Series A, B, C and D Preference Shares The conversion features for the Preference Shares may be subject to adjustments in certain circumstances such that they will not be settled by an exchange of a fixed number of the Preference Shares for a fixed number of Reebonz Limited's Ordinary Shares. As a result, they are financial liabilities. On initial recognition, Reebonz Limited designated the Series A, B, C and Series D Preference Shares in their entirety as financial liabilities at fair value through profit or loss. Conversion on 19 December 2018 of Series A, B, C and D convertible preference shares to ordinary shares On 19 December 2018, Reebonz Limited's Series A, B, C and D Preference Shareholders agreed to swap their Series A, B, C and D Preference Shares into Preference Shares of the Company on a 1:1 basis which in turn, was immediately converted into ordinary shares of the Company at an agreed conversion rate of 0.56 ordinary shares for every Preference Share held. Refer to Note 38 for further details. Reconciliation of fair value measurement of Series A, B, C and Series D Preference Shares: Series A Series B Series C Series D Total US$'000 US$'000 US$'000 US$'000 US$'000 At 1 January 2016 24,129 31,773 57,724 67,244 180,870 Change in fair value (10,056 ) (11,723 ) (17,973 ) (19,481 ) (59,233 ) Translation difference 293 351 564 623 1,831 At 31 December 2016 14,366 20,401 40,315 48,386 123,468 Change in fair value (7,668 ) (11,792 ) (25,756 ) (24,847 ) (70,063 ) Translation difference 415 564 1,049 1,421 3,449 At 31 December 2017 7,113 9,173 15,608 24,960 56,854 Change in fair value of convertible preference shares 1,659 2,140 3,574 (5,305 ) 2,068 Preference shares converted into ordinary shares on 19 December 2018 (8,618 ) (11,113 ) (18,842 ) (19,341 ) (57,914 ) Translation difference (154 ) (200 ) (340 ) (314 ) (1,008 ) At 31 December 2018 — — — — — b) Convertible loan (i) 2011 Convertible loan On 9 November 2011, Reebonz Limited issued Fa convertible interest-bearing shareholder bridging loan ("Shareholders' Loan") and detachable warrants ("Series C Warrants") (Note 15(c)(i)) to certain Series B Preference Shares investors for total gross cash proceeds of US$2,181,000. The principal sum of the Shareholders' Loan bears interest at the rate of 5% per annum and is repayable upon the occurrence of certain defined events. The Shareholders' Loan will be automatically converted into Series C Preference Shares should Reebonz Limited issue Series C Preference Shares within 12 months at the then subscription price of the Series C Preference Shares. Otherwise, the Shareholders' Loan is automatically converted into Series B Preference Shares at the subscription price equivalent to that of the Series B Preference Shares previously issued. The Shareholders' Loan is a financial liability and has conversion features that are embedded derivatives. On initial recognition, Reebonz Limited designated the Shareholders' Loan in its entirety as financial liabilities at fair value through profit or loss with an initial carrying value of total consideration less the estimated fair value of the detachable Series C Warrants. On 21 December 2011, Reebonz Limited issued Series C Preference Shares (Note 15(a)). Accordingly, the Shareholders' Loan was converted to Series C Preference Shares. (ii) 2018 Convertible loan On 18 September 2018, Reebonz Limited issued a convertible interest-bearing shareholder bridging loan ("Shareholders' Loan") and detachable warrants ("2018 Warrant B") (Note 15 (c) (iv)) to a certain shareholder for total gross cash proceeds of US$1,500,000. The principal sum of the shareholder's loan bears interest at the rate of 8% per annum and is repayable upon the occurrence of certain defined events. The shareholder's loan was automatically converted into 178,726 ordinary shares of Reebonz Limited on 19 December 2018. c) Issuance of warrants i. 2015 Warrants In October 2015, Reebonz Limited issued 130,255 warrants ("2015 Warrants") to a bank to secure a term loan facility of US$2,908,000 for working capital purpose. This entitles the bank to subscribe for ordinary shares of Reebonz Limited at an exercise price of US$8.37. The warrants shall lapse and expire after four years from their issuance date. If a Qualified IPO does not occur on or before 31 December 2017, the Group shall pay US$363,000 to the bank within 30 days upon the expiration of the warrants ("Contingent Settlement"). As the 2015 Warrants were granted to the bank to secure the venture debt term loan facility (Note 20), its fair value on the issuance date is deferred and presented as a deduction of the carrying value of the term loan. The deferred borrowing cost was recognized over the life of the term loan as finance costs, using the EIR method. As the Contingent Settlement is not within the control of Reebonz Limited, it is recognized as a financial liability, at the present value of the repayment amount. As both the exercise price and number of shares from which the 2015 Warrants are converted into are fixed, the 2015 Warrants are accounted for as equity instruments, at a carrying value equivalent to the residual fair value of the 2015 Warrants less the present value of the Contingent Settlement on the issuance date. On 5 September 2018, Reebonz Limited repaid US$363,000 to the bank upon the expiration of the warrants. ii. 2016 Warrants On 10 May 2016, Reebonz Limited issued two warrants ("2016 Warrants") to a financial institution and its associated company upon drawn down of an unsecured term loan facility for working capital purpose (Note 20). This entitles the financial institution and its associated company to subscribe for ordinary shares of Reebonz Limited at an exercise price of US$7.02 for each ordinary share, where the number of ordinary shares is computed in accordance to a specified formula in the agreement. The warrants shall lapse and expire after three years from their issuance date. The warrants shall void if they were not being exercised within 15 days after the receipt of a Liquidity Event (as defined in Note 20) notice. The warrants are not transferrable, assigned, pledged or otherwise disposed of, without the consent from Reebonz Limited. As the 2016 Warrants were granted to the bank to secure the unsecured term loan facility, its fair value on the issuance date is deferred and presented as a deduction of the carrying value of the term loan. The deferred borrowing cost was recognized over the life of the term loan as finance costs, using the EIR method. As the exercise price and maximum number of ordinary shares from which the 2016 Warrants are converted into are pre-determined based on a fixed percentage of the loan amount for each drawdown, the 2016 Warrants are accounted for as equity instruments. These warrants were not exercised at 31 December 2018. iii. 2018 Warrants A On 1 July 2018, Reebonz Limited issued 88,945 warrants to a financial institution to secure a trade facility of US$3,635,000 for working capital purposes (Note 20). This entitles the financial institution to subscribe for ordinary shares of Reebonz Limited at an exercise price of US$8.22. The warrants shall lapse and expire after five years from their issuance date. As the 2018 Warrants A were granted to the bank to secure the unsecured term loan facility, its fair value on the issuance date is deferred and presented as a deduction of the carrying value of the term loan. The deferred borrowing cost was recognized over the life of the term loan as finance costs, using the EIR method. As the exercise price and maximum number of ordinary shares from which the 2018 Warrants A are converted into are pre-determined based on a fixed percentage of the loan amount, the 2018 Warrants A are accounted for as equity instruments. The fair value at inception amounting to US$77,000 was recognized in the statements of other comprehensive income. iv. 2018 Warrants B Convertible loan On 18 September 2018, the Company entered into a convertible loan agreement of US$1,500,000 for working capital purposes with a maturity date of 6 months and interest of 8% per annum. Based on the loan agreements as at 18 September 2018, there was no specific terms of conversion that was agreed. The loan, on or before the maturity date, may convert into ordinary shares of the Company based on the same terms and conditions of the business combination with DOTA or based on terms and conditions yet to be determinable under a separate listing exercise. In the event the loan is not converted into ordinary shares of the Company, the loan shall be repaid by the Company in full to the Lender on maturity date. Subsequently, on 19 December 2018, a director's resolution was passed to enter into an amendment deed to the loan agreement. It was extinguished by shares amounting to US$916,000 and Warrants B below. The Warrants B allows the holder to subscribe for the ordinary shares of the Company at an exercise price of US$11.50. The warrants shall lapse and expire after five years from the closing of the business combination. As the 2018 Warrants B were granted to a third party to secure the convertible loan, its fair value on the issuance date is deferred and presented as a deduction of the carrying value of the term loan. The deferred borrowing cost was recognized over the life of the term loan as finance costs, using the EIR method. As the exercise price and maximum number of ordinary shares from which the 2018 Warrants B are converted into are pre-determined based on a fixed percentage of the loan amount the 2018 Warrants B are accounted for as equity instruments. The fair value at inception amounting to US$17,000 was recognized in the statements of other comprehensive income. v. 2018 Warrants C In connection with the completion of the business combination on 19 December 2018, each of DOTA's 3,011,247 outstanding warrants were converted into the Company's Warrants at a 1:1 ratio. The Warrants C allows the holder to subscribe for the ordinary shares of the Company at a 1:1 basis at an exercise price of US$11.50. The warrants shall lapse and expire after five years from the closing of the business combination. As the exercise price and maximum number of ordinary shares from which the 2018 Warrants C are converted into ordinary shares of the Company, the 2018 Warrants C are accounted for as equity instruments. The fair value at inception amounting to US$599,000 was recognized in the statements of other comprehensive income. |
Other Components of Equity
Other Components of Equity | 12 Months Ended |
Dec. 31, 2018 | |
Other components of equity [abstract] | |
Other components of equity | 16 Other components of equity Share-based payments The share-based payment reserve is used to recognize the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 29 for further details. Foreign currency translation reserves The foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Company’s presentation currency. Other reserves Other reserves represent the effect of dilution of equity interests or acquisition of NCIs in Reebonz Korea in FY2018, derecognition of warrants, change in fair value of convertible loans and promissory notes. Revaluation reserve The revaluation reserve represents increases in the fair value of building, net of tax, and decreases to the extent that such decrease relates to an increase on the same asset previously recognized in other comprehensive income. |
Asset Reinstatement Obligations
Asset Reinstatement Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Asset reinstatement obligations [abstract] | |
Asset reinstatement obligations | 17 Asset reinstatement obligations 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 At 1 January 532 206 262 Additions 6 202 — Unwinding of discount 12 5 4 Reversal of provision of reinstatement (220 ) (103 ) (34 ) Utilized (131 ) (55 ) (18 ) Translation difference 7 7 (4 ) At 31 December 206 262 210 Current 188 96 43 Non-current 18 166 167 206 262 210 Asset reinstatement obligations are made for the reinstatement of the lease premises to its original condition. The reinstatement costs are provided at the present value of expected costs to settle the obligation and are recognized as part of the leasehold improvement costs at a discount rate of 5% for all years. The unwinding of discount is expensed as incurred and recognized in profit or loss as a finance cost. |
Tax Expense
Tax Expense | 12 Months Ended |
Dec. 31, 2018 | |
Tax expense [abstract] | |
Tax expense | 18 Tax expense Income tax expense in the consolidated statements of profit or loss consists of: 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Current tax expense Current income tax charge (19 ) (68 ) (41 ) Over/(Under) provision in prior years 10 (7 ) (75 ) (9 ) (75 ) (116 ) Deferred tax expense Relating to origination and reversal of temporary differences (1 ) — — Total tax expense (10 ) (75 ) (116 ) Reconciliation of effective tax rate 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Profit/(Loss) before tax 40,080 54,983 (35,339 ) Tax calculated using Singapore tax rate of 17% (31/12/2017: 17%; 31/12/2016: 17%) (6,814 ) (9,347 ) 6,008 Non-deductible expenses (1,624 ) (1,209 ) (1,175 ) Income not subject to taxation 10,081 12,374 88 Deferred tax assets not recognized (1,820 ) (2,013 ) (4,966 ) Utilisation of tax losses — — (86 ) Tax rate differential 157 127 90 Over/(Under) provision of tax in prior years 10 (7 ) (75 ) (10 ) (75 ) (116 ) Deferred tax benefits not recognized arises as a result of: 31/12/2017 31/12/2018 Gross Tax Gross Tax US$’000 US$’000 US$’000 US$’000 Unutilized tax losses 88,043 14,968 114,326 19,436 Difference in depreciation for tax purposes 4,813 818 7,685 1,306 Provisions 977 166 1,036 176 93,833 15,952 123,047 20,918 Deferred tax Deferred tax liabilities relate to the following: Balance as at Recognized Currency Recognized Balance as at Currency Balance as at US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Goodwill 289 — 12 — 301 — 301 Revaluation of building — — — 1,142 1,142 (25 ) 1,117 Others 8 (8 ) — — — — — 297 (8 ) 12 1,142 1,443 (25 ) 1,418 |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other payables [abstract] | |
Trade and other payables | 19 Trade and other payables 31/12/2017 31/12/2018 US$’000 US$’000 Current Trade payables 3,930 3,913 Other payables 3,002 6,538 Refund liabilities 674 616 Accrued operating expenses 3,686 8,512 Deferred government grants 92 90 11,384 19,669 Non-current Other accruals 149 169 Deferred government grants 188 95 Deposit 76 113 413 377 These amounts are non-interest bearing. Trade payables are normally settled on 45 to 60 days terms. Deferred government grants relate to government grants received for the acquisition of a warehouse management system, which was recognized as intangible assets during the years ended 31 December 2018 and 2017. There are no unfulfilled conditions attached to these grants. The government grants are recognized in the consolidated statements of profit or loss on a systematic basis over the periods in which the Group recognizes the expenses of the related assets for which the grants are intended to compensate. |
Interest-Bearing Loans and Borr
Interest-Bearing Loans and Borrowings | 12 Months Ended |
Dec. 31, 2018 | |
Interest-bearing loans and borrowings [Abstract] | |
Interest-bearing loans and borrowings | 20 Interest-bearing loans and borrowings 31/12/2017 31/12/2018 US$’000 US$’000 Current Secured term loan 987 979 Unsecured term loan 102 10,765 Venture debt term loan 1,544 — Trust receipts 20,467 22,965 Loans from a shareholder of a subsidiary 22 — Loans from external party — 59 Promissory note — 29 Obligation under finance lease 49 53 Other borrowings 6,637 7,297 29,808 42,147 31/12/2017 31/12/2018 US$’000 US$’000 Non-current Secured term loan 18,189 17,212 Unsecured term loan 10,488 — Obligation under finance lease 58 4 28,735 17,216 58,543 59,363 Trust receipts The short-term borrowings from financial institutions are denominated in Singapore dollar and repayable within 180 days from invoice date. The contractual and effective interest rate on the short-term borrowings at reporting date ranges from 3.52% to 5.81% (31/12/2017: 2.48% to 4.52%) per annum. US$18,189,000 of trust receipts as at 31 December 2018 (31/12/2017: US$17,988,000) are secured by a first legal charge over the Company’s leasehold land and building. Loans from external party Loan is unsecured and denominated in Korean Won (“KRW”). The effective interest rate is 12%. Promissory Note The promissory note is unsecured and interest free. Secured term loan The total term loan facility available is US$20,503,000 with a tenure of 22 years. As at 31 December 2018, the Company has drawn down a total of US$18,191,000 (31/12/2017: US$19,176,000) since 2014, in relation to the construction of the new logistic center. The term loan is to be repaid through 240 monthly installments of US$83,000 per month. The term loan is secured by a first charge over the Company’s leasehold land and building. The contractual and effective interest rate ranges from 2.52% to 3.42% (31/12/2017: 2.55% to 2.88%) per annum. Unsecured term loan On 10 May 2016 and 15 November 2016, the Company drew down US$5,453,000 and US$5,453,000 respectively on the term loan facility from a financial institution and its associated company. The total term loan facility available is US$10,906,000 with a tenure of 36 months. The contractual interest rate is 6% per annum for the first year, follow by 7% per annum on the second year and 8% on the third year. Concurrently, the Company issued the 2016 Warrants (Note 15(c) (ii)) to the financial institution and its associated company. The term loan facility include the following key terms: Redemption premium On the repayment date of the unsecured term loan, either maturity date (36 months from the first drawn down date) or Voluntary Prepayment (as defined below), the term loan facility is to be repaid with a redemption premium of 5% per annum, compounded annually, unless a Liquidity Event defined as (i) an IPO and listing on a recognized stock exchange by the Company, (ii) a transfer, sale or other disposition of all or substantially all of the business and/or assets of the Group, whether in a single transaction or a series of related transactions, (iii) an event which results in any person having the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the issued capital of the Company, or (iv) any consolidation, amalgamation or merger of the Group with any other corporation, which will result in a material change in the shareholding structure of the Group, occurred on or before the date of term loan repayment or prepayment. As the Liquidity Event is a non-financial variable specific to the Company, it does not fulfil the derivative definition. Voluntary prepayment The Company may prepay the whole or part of the unsecured term loan, with minimum amount of US$1,454,000 together with Redemption Premium two years after the date of the term loan agreement. Mandatory prepayment Upon completion of Liquidity Event, the Company shall prepay the outstanding unsecured term loan in an amount equivalent to the warrant conversion amount and ratio specified in the term loan agreement without prepayment fee, premium or penalty to the financial institution and its associated company. As the Liquidity Event is a non-financial variable that is specific to the Company, it does not fulfil the derivative definition and is not separately accounted for. Similarly, the embedded Voluntary and Mandatory Prepayment options are not separately accounted for as such features are considered clearly and closely related to the host debt instrument, given that the exercise price on each exercise date is equal to the amortized cost of the host debt instrument. Venture debt term loan The venture debt term loan facility of US$2,908,000 is unsecured and is repayable through 36 monthly instalments of US$48,713 commencing on 1 November 2015 to 1 September 2018, with the last instalment of US$1,115,000 on 28 December 2018. The contractual and effective interest rate is 3.40% (31/12/2017: 2.78%) per annum. On 28 December 2018, the venture debt term loan has been fully repaid. Obligation under finance lease This obligation is secured by a charge over the leased asset (Note 4). The average discount rate implicit in the leases range from 3.75% to 9.91% (31/12/2017: 3.75% to 9.91%) per annum. This obligation is denominated in the respective functional currency of the relevant entity in the Group. Other borrowings These short-term financing are from other third parties. They are denominated in US$ and repayable within 180 days from invoice date. The contractual and effective interest rate on these short-term borrowings at reporting date ranges from 7.79% to 7.88% (31/12/2017: 7.06% to 7.50%) per annum. Terms and debt repayment schedule 2018 2017 Currency Tenure Face Carrying Face Carrying Secured term loan SGD 2019 to 2036 18,191 18,191 19,176 19,176 Unsecured term loan SGD May 2019 10,765 10,765 11,041 10,590 Venture debt term loan SGD 2018 — — 1,544 1,544 Trust receipts SGD January to June 2019 22,965 22,965 20,467 20,467 Other borrowings SGD January to May 2019 7,297 7,297 6,637 6,637 Others Various 145 145 129 129 59,363 59,363 58,994 58,543 The secured term loan and US$18,189,000 (2017: US$17,988,000) of the Group’s trust receipts are secured by a first charge over the Group’s building with carrying amount of US$25,716,000 (2017: US$27,166,000) and leasehold land with carrying amount of US$4,728,000 (2017: US$5,022,000). |
Contract Liabilities
Contract Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Contract liabilities [abstract] | |
Contract liabilities | 21 Contract liabilities Contract liabilities represent consideration received from customers for which revenue has not yet been recognized. Such amounts are non-refundable. 31/12/2017 31/12/2018 US$'000 US$'000 Advances from customers 2,925 3,084 Customer loyalty credits 379 516 Sell back liabilities 122 697 3,426 4,297 |
Loan from Shareholders
Loan from Shareholders | 12 Months Ended |
Dec. 31, 2018 | |
Loan from Shareholders [Abstract] | |
Loan from shareholders | 22 Loan from shareholders Note 31/12/2017 31/12/2018 US$’000 US$’000 Shareholder 1 i) — 10,215 Shareholder 2 ii) — 4,973 — 15,188 The loan from shareholders is part of the backstop agreement as further described in Note 38. i) Shareholders loan 1 is originally repayable on 19 March 2019. The repayment period has been extended to 17 June 2019 via a signed amended addendum to the backstop agreement. ii) Shareholders loan 2 is originally repayable on 19 March 2019. The repayment period has been extended to 3 May 2019 with a further option to extend to 2 June 2019 subject to Shareholder 2’s approval via a signed amended addendum to the backstop agreement. The shareholders were guaranteed a 10% return limited by the value of the Escrow account which was presented as the marketable securities held in trust account (Note 9). |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue [Abstract] | |
Revenue | 23 Revenue The table below shows the Group’s revenue streams disaggregated by its categories that depict the nature, amount, timing and uncertainty of revenue and cash flows by their economic factors. 31/12/2016 31/12/2017 31/12/2018 Timing of revenue recognition US$’000 US$’000 US$’000 Merchandise revenue Merchandise revenue recognized at a point in time 125,769 104,347 83,412 Marketplace revenue Service revenue recognized at a point in time 2,234 3,056 4,498 Rental revenue Short-term rental revenue recognized over time — 336 469 128,003 107,739 88,379 Contract balances The following table provides information about trade receivables and contract liabilities from contracts with customers. Note 31/12/2017 31/12/2018 US$’000 US$’000 Trade receivables 11 3,600 3,890 Contract liabilities 21 (3,426 ) (4,297 ) The amount of US$3,426,000 recognized in contract liabilities at the beginning of the period has been recognized as revenue for the period ended 31 December 2018. No information is provided about remaining performance obligations at 31 December 2018 that have an original expected duration of one year or less, as allowed by IFRS 15. |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2018 | |
Other income [abstract] | |
Other income | 24 Other income 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Maintenance income 9 9 9 Forfeiture of customer deposit 151 — 50 Others 390 406 617 550 415 676 |
Other Expenses
Other Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Other expenses [abstract] | |
Other expenses | 25 Other expenses 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Foreign exchange losses, net 1,037 914 716 Others 120 9 15 1,157 923 731 |
Finance Costs and Income
Finance Costs and Income | 12 Months Ended |
Dec. 31, 2018 | |
Finance costs and income [abstract] | |
Finance costs and income | 26 Finance costs and income Note 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Interest expense: Bank borrowings 1,900 3,186 3,466 Others 8 64 67 1,908 3,250 3,533 Less: Finance costs capitalized in leasehold land 5 (111 ) — — 1,797 3,250 3,533 Interest income – bank deposits (35 ) (14 ) (7 ) |
Profit_(Loss) Before Tax
Profit/(Loss) Before Tax | 12 Months Ended |
Dec. 31, 2018 | |
Profit/(Loss) Before Tax [Abstract] | |
Profit/(loss) before tax | 27 Profit/(loss) before tax The following describes material expenses recognized in profit or loss: Note 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Inventories recognized in cost of revenue 94,373 77,496 65,575 Inventories written down/(reversed) 259 (45 ) 353 Allowance for doubtful debt 5 — — Expected credit loss allowance — — 60 Freight and delivery charges 7,498 7,894 5,955 Employee compensation 31 15,779 13,086 9,769 Intangible assets disposed 88 — — Legal and professional fees 1,557 567 3,419 Rental on operating leases 2,554 1,605 1,407 Payment transaction fees 3,474 3,017 2,905 |
Profit_(Loss) Per Share
Profit/(Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Profit/(Loss) Per Share [Abstract] | |
Profit/(loss) per share | 28 Profit/(loss) per share Basic profit/(loss) per share amounts are calculated by dividing profit/(loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted profit/(loss) per share amounts are calculated by dividing the profit/(loss) attributable to ordinary equity holders of the parent (after adjusting for change in fair value of the convertible preference shares and warrants) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The dilutive effect of outstanding share options is reflected as additional share dilution. The following reflects the income and share data used in the basic and diluted earnings per share computations: Basic earnings per share The calculation of basic earnings per share has been based on the following profit/(loss) attributable to ordinary equity holders of the parent and weighted-average number of ordinary shares outstanding. 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 I. Profit/(loss) attributable to ordinary equity holders of the parent (basic): Profit/(loss) for the year, attributable to ordinary equity holders of the parent 40,654 55,365 (35,239 ) 31/12/2016 31/12/2017 31/12/2018 Reebonz Reebonz Reebonz (Restated)* (Restated)* II. Weighted-average number of ordinary shares in thousands (basic) Issued ordinary shares at 1 January 10,564 10,564 6,029 Conversion of ordinary shares at ratio 0.56 (4,648 ) (4,724 ) — Effect of shares issued in February 2017 — 120 — Effect of shares issued in March 2017 — 53 — Effect of conversion of preference shares — — 402 Convertible loan into ordinary shares — — 6 Promissory note into ordinary shares — — 3 Issued share capital — — 61 Backstop shares — — 66 Effect of reverse split at ratio 8:1 in March 2019 (5,176 ) (5,261 ) (5,746 ) Effect of share rights 42 42 — Weighted-average number of ordinary shares at 31 December, as adjusted for subsequent reverse split 782 794 821 Basic profit/(loss) per share (US$ per share) 51.99 69.73 (42.92 ) Diluted earnings per share The calculation of diluted earnings per share has been based on the following (loss)/profit attributable to ordinary equity holders of the parent and weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 I. Profit/(loss) attributable to ordinary equity holders of the parent (diluted): Profit/(loss) attributable to ordinary equity holders of the parent 40,654 55,365 (35,239 ) Change in fair value of convertible preference shares: Series A (10,056 ) (7,668 ) 1,659 Series B (11,723 ) (11,792 ) 2,140 Series C (17,973 ) (25,756 ) 3,574 Series D (19,481 ) (24,847 ) (5,305 ) Unwinding of discount on contingent settlement provision (4 ) 58 63 Loss attributable to ordinary equity holders of the parent (diluted) (18,583 ) (14,640 ) (33,108 ) 31/12/2016 31/12/2017 31/12/2018 Reebonz Reebonz Reebonz (Restated)* (Restated)* II. Weighted-average number of ordinary shares in thousands (diluted) Weighted-average number of ordinary shares (basic) 782 794 821 Effect of conversion of preference shares 1,411 1,411 1,361 Effect of share options on issue 163 69 55 2,356 2,274 2,237 Diluted loss per share (US$ per share) (7.89 ) (6.44 ) (14.80 ) * Due to the business combination as described in Note 38, the comparative information have also been restated to reflect the denominator used in earnings per share for comparative periods. |
Share-based Payments
Share-based Payments | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payments [Abstract] | |
Share-based payments | 29 Share-based payments In order to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of Reebonz Limited’s business, Reebonz Limited adopted an Employee Share Option Scheme in 2010 (the “ESOS”). Under the ESOS, Reebonz Limited may grant options to its employees, directors and consultants to purchase ordinary shares of Reebonz Limited, subject to different vesting schedules as shown below: 1) Vest 1/3 each on the first, second and third anniversaries of the stated vesting commencement date; and 2) Vest 1/4 on the first, second third and fourth anniversaries of the stated vesting commencement date. The vesting of granted options is conditional on the grantee holding employment with Reebonz Limited. Once the options are vested, they are exercisable, in whole or in part, for a period of five years from its vesting date. The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, share options during the years: 31/12/2016 31/12/2017 31/12/2018 Number WAEP Number WAEP Number WAEP Outstanding at 1 January 4,345,188 2.21 4,374,250 2.24 4,217,000 2.21 - Granted 249,000 3.63 — — 559,875 2.04 - Forfeited (219,938 ) 3.23 (139,750 ) 3.10 (132,500 ) 3.03 - Expired — — (17,500 ) 0.72 (56,875 ) 0.93 Outstanding at 31 December 4,374,250 2.24 4,217,000 2.21 4,587,500 2.24 Exercisable at 31 December 2,471,458 1.77 3,314,333 1.97 3,835,208 2.17 The range of exercise prices for options outstanding as at 31 December 2018 was US$0.73 to US$3.71 (31/12/2017: US$0.72 to US$3.60; 31/12/2016: US$0.73 to US$3.63). Grant date/employees entitled Number of Number of Vesting Contractual On 10 August 2012 150,000 150,000 3 years 5 years 60,000 230,000 4 years 5 years — 37,500 4 years 5 years 75,000 75,000 3 years 5 years 30,000 207,187 4 years 5 years On 7 March 2013 96,000 96,000 3 years 5 years 40,000 402,188 4 years 5 years On 23 February 2014 240,000 240,000 3 years 5 years 425,000 1,153,750 4 years 5 years On 5 September 2014 25,000 120,000 4 years 5 years On 12 November 2014 30,000 30,000 3 years 5 years 35,000 157,500 4 years 5 years On 12 February 2015 72,000 72,000 3 years 5 years 59,500 340,000 4 years 5 years On 16 October 2015 70,000 70,000 3 years 5 years 200,000 529,500 4 years 5 years On 15 April 2016 20,000 20,000 3 years 5 years 20,000 142,000 4 years 5 years On 23 February 2018 60,000 60,000 3 years 5 years 139,000 319,000 4 years 5 years On 31 July 2018 18,000 18,000 3 years 5 years 36,000 117,875 4 years 5 years Total share options 1,900,500 4,587,500 The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted. The estimate of the fair values of the share options granted are measured based on the Black Scholes model, taking into account the terms and conditions upon which the options were granted. Reebonz Limited determined the fair values of the share options granted with the assistance of an external appraiser. The following table lists the inputs to the model used for the options granted during the years ended 31 December 2018 and 2017 respectively: 31/12/2016 31/12/2017 31/12/2018 Expected volatility (%) 49.5 to 51.0 N/A 38.9 to 49.1 Risk-free interest rate (%) 1.28 to 1.76 N/A 1.91 to 2.39 Expected life of share options (years) 3.25 to 6.25 N/A 3.25 to 6.50 Weighted average share price US$ 8.20 N/A 2.58 Reebonz Limited estimates expected volatility at the grant dates based on historical volatilities of comparable companies for periods in correspondence to the expected life of share options. Risk–free interest rates are based on zero coupon Singapore risk-free rate for the terms consistent with the expected life of the award at the time of grant. Reebonz Limited has no historical exercise patterns of employee share options as reference. Expected life is based on management’s estimation, which Reebonz Limited believes are representative of future behavior. The weighted average fair value of options granted during the year ended 31 December 2018 was US$1.04 (31/12/2017: N/A; 31/12/2016: US$4.28). The contractual life of options granted on 10 August 2012 have been extended by 2 to 3 years via approval from the Board of Directors in 2017 and 2018 respectively. |
Material Partly-owned Subsidiar
Material Partly-owned Subsidiaries | 12 Months Ended |
Dec. 31, 2018 | |
Material partly-owned subsidiaries [Abstract] | |
Material partly-owned subsidiaries | 30 Material partly-owned subsidiaries The Group has the following subsidiaries that has NCI that is material to the Group. Name of Subsidiaries Held by Reebonz Holding Limited Principal Proportion of (Loss)/Profit Accumulated % US$'000 US$'000 31 December 2017 Reebonz Korea Korea 50.8 (122 ) 421 31 December 2018 Reebonz Korea Korea 41.6 63 2,323 Held by Reebonz Korea 31 December 2017 Invitree Co., Ltd Korea 55.7 (332 ) (1,860 ) 31 December 2018 Invitree Co., Ltd Korea 47.4 (277 ) (2,081 ) Summarized financial information about subsidiaries with material NCI Summarized financial information including goodwill on acquisition and consolidation adjustments but before intercompany eliminations of subsidiaries with material NCIs are as follows: Sub-consolidation of 31/12/2017 31/12/2018 US$'000 US$'000 Summarized statement of financial position Current assets 3,204 3,728 Non-current assets 172 155 Goodwill 1,568 1,542 Current liabilities (6,727 ) (3,020 ) Non-current liabilities (302 ) (297 ) Total (deficit)/surplus (2,085 ) 2,108 Attributable to NCI, allocated according to changes in equity interest during the year (1,439 ) 242 Sub-consolidation of 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Summarized statement of comprehensive income Revenue 19,370 21,092 21,841 Loss for the year (1,096 ) (835 ) (416 ) Other comprehensive (loss)/income (3 ) (28 ) 9 Total comprehensive loss (1,099 ) (863 ) (407 ) Attributable to NCI, allocated according to changes in equity interest during the year (574 ) (454 ) (214 ) Summarized cash flow information Operating 242 (458 ) (3,543 ) Investing (91 ) (10 ) (7 ) Financing — — 3,597 Net increase/(decrease) in cash and cash equivalents 151 (468 ) 47 Increase of equity interest in Reebonz Korea On 28 March 2018, Reebonz Limited increased the paid-up capital of Reebonz Korea through cash injection of US$235,600 (Korean Won ("KRW") 241 million). This resulted in an increase of the Reebonz Limited's shareholdings in Reebonz Korea from 49.2% to 49.7%. Resultantly, Reebonz Limited increased its effective interest in Invitree from 44.3% to 44.7%. On 27 April 2018, an outstanding loan and amounts due from Reebonz Korea of US$4,301,000 (KRW 4,856 million) were converted to ordinary shares in Reebonz Korea. This resulted in an increase of the Reebonz Limited's shareholdings in Reebonz Korea from 49.7% to 58.4%. Resultantly, Reebonz Limited increased its effective interest in Invitree from 44.7% to 52.6%. The increase in shareholding from 49.2% to 58.4% in two stages resulted in a loss on acquisition of non-controlling interest of US$1,856,000 which has been recognized in the consolidated statement of changes in equity. |
Employee Compensation
Employee Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Employee compensation [abstract] | |
Employee compensation | 31 Employee compensation 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Included in: Fulfillment expenses 4,395 3,943 3,139 Marketing expenses 1,780 1,783 1,207 Technology and content expenses 2,625 2,400 1,925 General and administrative expenses 6,979 4,960 3,498 Total employee compensation 15,779 13,086 9,769 Share-based payments of US$430,000 (31/12/2017: US$994,000; 31/12/2016: US$2,231,000) were included in the employee compensation expense. Defined contribution plans of US$694,000 (31/12/2017: US$852,000; 31/12/2016: US$982,000) were included in the employee compensation expense. |
Depreciation and Amortization
Depreciation and Amortization | 12 Months Ended |
Dec. 31, 2018 | |
Depreciation and amortisation expense [abstract] | |
Depreciation and amortization | 32 Depreciation and amortization 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Included in: Technology and content expenses 708 707 668 General and administrative expenses 512 1,561 1,697 1,220 2,268 2,365 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair value measurement [abstract] | |
Fair value measurement | 33 Fair value measurement The Group with the assistance of an external appraiser, measures financial instruments such as convertible preference shares and warrants at fair value at each reporting date. Fair value related disclosures for financial instruments and non–financial assets that are measured at fair value are disclosed in this note. When the fair values of financial assets and financial liabilities recorded in the consolidated statements of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model and market method. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments and is discussed further below. Valuation methods and assumptions Management assessed that cash and cash equivalents, short–term deposits, trade and other receivables, other current financial assets (excluding government grants), trade and other payables, advances from customers and interest-bearing loans and borrowings (current) approximate their carrying amounts largely due to the short-term maturities of these instruments. The carrying amount of loans and borrowings (non-current) approximates its fair values since it bears interest rates which approximate market rates except as disclosed below. The fair value of other non-current financial assets is not materially different from their carrying amount. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following table provides the fair value measurement hierarchy of the Group’s liabilities. Fair value measurement hierarchy for liabilities as at 31 December 2018 and 2017: Level 2 Date of valuation US$’000 Unsecured term loans 31 December 2017 11,041 Unsecured term loans 31 December 2018 10,765 At 31 December 2018, the fair value of the unsecured term loan approximates its carrying amount due to its maturity of less than one year. At 31 December 2017, the fair value of the unsecured term loans is calculated using discounted cash flow model based on the present value of future principal and interest cash flow, discounted at the market rate of 10.93%. Level 3 Date of valuation US$’000 Convertible preference shares 31 December 2017 56,854 Convertible preference shares 31 December 2018 — The following table shows the information about fair value measurements using significant unobservable inputs (Level 3). Description Valuation techniques Unobservable inputs Weighted average Sensitivity of the input to fair value 31 December 2017 Convertible preference shares Hybrid method comprising of: ● Probability Weighted Expected Return Method ● Option Pricing Method ● Discounted Cash Flow Method and ● Market Method ● Time to IPO ● Time to non-IPO liquidity event ● IPO price ● WACC ● Time to IPO is 0.66 year ● Time to non-IPO liquidity event is 1 year ● IPO price of US$5.62 ● WACC of 15.3% The estimated fair value would decrease by 5% if: ● Time to IPO was higher by 0.34 year ● Time to non-IPO liquidity event was higher by 30 years The estimated fair value would increase/(decrease) by 5% if ● IPO price was higher/(lower) by US$0.33 ● WACC was lower/(higher) by 9.62%/11.18% |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment information [abstract] | |
Segment information | 34 Segment information For management purposes, the Group has only one operating and reportable segment. Revenue from external customers for the various types of products the Company sells are not disclosed as the information is not available and the determination is not practicable. Geographical information Southeast Asia North Asia Singapore Malaysia Indonesia The Subtotal South Hong China The Subtotal Australia Others Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 31 December 2016 Revenue from external customers* 32,081 7,829 11,231 2,916 54,057 19,359 11,550 8,329 8,189 47,427 20,297 6,222 128,003 Non-current assets Property and equipment 18,707 39 24 6 18,776 33 7 1 23 64 81 — 18,921 Leasehold land 5,010 — — — 5,010 — — — — — — — 5,010 Intangible assets 1,613 — — 1 1,614 10 — 1 1 12 — — 1,626 Goodwill — — — — — 1,504 — — — 1,504 — — 1,504 31 December 2017 Revenue from external customers* 21,854 4,444 7,725 1,520 35,543 21,092 8,733 14,169 6,102 50,096 13,101 8,999 107,739 Non-current assets Property and equipment 28,571 130 12 4 28,717 21 7 1 14 43 39 6 28,805 Leasehold land 5,022 — — — 5,022 — — — — — — — 5,022 Intangible assets 1,424 — — — 1,424 4 — — 1 5 — — 1,429 Goodwill — — — — — 1,568 — — — 1,568 — — 1,568 * The geographical information above is derived based on the registered billing address of the customers Southeast Asia North Asia Singapore Malaysia Indonesia The Subtotal South Hong China The Subtotal Australia Others Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 31 December 2018 Revenue from external customers* 20,111 4,316 4,336 1,256 30,019 21,838 6,689 10,760 5,423 44,710 6,760 6,890 88,379 Non-current assets Property and equipment 26,793 72 7 2 26,874 12 3 1 9 25 12 4 26,915 Leasehold land 4,728 — — — 4,728 — — — — — — — 4,728 Intangible assets 1,061 — — — 1,061 — — — — — — — 1,061 Goodwill — — — — — 1,542 — — — 1,542 — — 1,542 * The geographical information above is derived based on the registered billing address of the customers Major customer The Group does not have any major customers during the financial years ended 31 December 2018, 2017 and 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and contingencies [abstract] | |
Commitments and contingencies | 35 Commitments and contingencies a) Capital commitments Capital expenditures contracted for at the reporting date but not recognized in the financial statements are as follows: 31/12/2017 31/12/2018 US$'000 US$'000 Office building 783 374 Property and equipment 306 301 b) Operating lease commitments — Group as lessee The Group has entered into commercial leases on certain motor vehicles and items of machinery. These leases run for a period of three to five years with no renewal option included in the contracts. There are no restrictions placed upon the Group by entering into these leases. Future minimum rentals payable under non–cancellable operating leases as at 31 December are as follows: 31/12/2017 31/12/2018 US$'000 US$'000 Within one year 1,080 738 After one year but not more than five years 768 228 1,848 966 The minimum lease payments recognized as an expense in the years ended 31 December 2018, 31 December 2017 amounted to US$1,407,000 and US$1,605,000 respectively. c) Operating lease commitments — Group as lessor The Group has entered into commercial leases on certain floors of its building. These non-cancellable leases have remaining lease terms of between two to three years. All leases include a clause to enable upward revision of the rental charge on second year of the lease term based on pre-agreed rates and an option of the lessee to extend the lease term for a further two years. Future minimum rentals receivable under non–cancellable operating leases as at 31 December are as follows: 31/12/2017 31/12/2018 US$'000 US$'000 Within one year 308 566 After one year but not more than five years 515 594 823 1,160 d) Finance lease commitment — Group as lessee The Group acquired a motor vehicle and office equipment under finance lease arrangements. The Group's obligation under finance lease for the motor vehicle is secured by the lessor's title to the leased asset. Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are, as follows: 31/12/2017 31/12/2018 Minimum Interest Present Minimum Interest Present US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 Within one year 56 (7 ) 49 55 (2 ) 53 After one year but not more than five years 62 (4 ) 58 4 — 4 118 (11 ) 107 59 (2 ) 57 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related party transactions [abstract] | |
Related party transactions | 36 Related party transactions In addition to the information disclosed elsewhere in the financial statements, the following transactions took place between the Group and related parties at terms agreed between the parties during the relevant financial year: a) Sales and purchase of goods and services 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Maintenance income (9 ) (9 ) (9 ) Rental income (8 ) (2 ) (15 ) Platform development costs 25 — — Terms and conditions of transactions with related parties There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2018, the Group has not recorded any expected credit loss allowances relating to amounts owed by related parties (31/12/2017: US$Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. b) Related party balances Note 31/12/2017 31/12/2018 US$'000 US$'000 Related party receivables 11 11 — Loan from shareholders 22 — 15,188 c) Key management personnel compensation Key management personnel of the Group are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. The Chief Executive Officer, Chief Brand Officer, Chief Financial Officer, Chief Operating Officer, Chief Revenue Officer, Chief Technology Officer, Chief People Officer and Regional General Manager are considered key management personnel of the Group. Compensation payable to key management personnel comprise: 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Salaries, bonus and allowances 1,269 887 749 Employer's contribution to CPF 81 55 45 Employee share option expense 1,868 1,812 334 The amounts disclosed in the table are the amounts recognized as an expense during the reporting period related to key management personnel. |
Financial Risk Management Objec
Financial Risk Management Objectives and Policies | 12 Months Ended |
Dec. 31, 2018 | |
Financial risk management objectives and policies [abstract] | |
Financial risk management objectives and policies | 37 Financial risk management objectives and policies Overview The Group has exposure to the following risks arising from financial instruments: ● Market risk ● Credit risk ● Liquidity risk This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Risk management framework The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Board is responsible for developing and monitoring the Group's risk management policies. The Group's principal financial liabilities comprise loans and borrowings, advances from customers, trade and other payables, warrants, contingent settlement provision and convertible preference shares. The main purpose of these financial liabilities is to raise financing for the Group's operations. The Group has trade and other receivables, cash and cash equivalents and short-term deposits that are derived directly from its operations. Market risk Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Group's income or the value of its holdings of financial instruments. The objective of the market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return on risk. Interest rate risk The primary source of the Group's interest rate risk relates to interest bearing bank deposits and its borrowings from banks and financial institutions. The interest bearing loans and borrowings of the Group are disclosed in Note 20 to the consolidated financial statements. As certain rates are based on interbank offer rates, the Group is exposed to cash flow interest rate risk. This risk is not hedged. Interest bearing bank deposits are short to medium-term in nature but given the significant cash and bank balances held by the Group, any variation in the interest rates may have a material impact on the results of the Group. The Group manages its interest rate risk by having a mixture of fixed and variable rates for its deposits and borrowings. Interest rate sensitivity The sensitivity analyses below have been determined based on the exposure to interest rates for bank deposits and interest bearing financial liabilities at the end of the reporting period and the stipulated change taking place at the beginning of the year and held constant throughout the reporting period in the case of instruments that have floating rates. A 50 basis point increase or decrease is used and represents management's assessment of the possible change in interest rates. If the interest rate had been 50 basis points higher or lower and all other variables were held constant, the loss for the year ended 31 December 2018 of the Group would increase/decrease by US$284,000 (31/12/2017: US$256,000). Foreign currency risk The Group are exposed to foreign currency risk on sales, purchases and borrowings that are denominated in currencies other than the respective functional currencies of entities within the Group. The currencies giving rise to this risk are primarily the Singapore Dollar ("SGD"), Taiwan Dollar ("TWD"), Euro ("EUR"), Australian Dollar ("AUD"), US Dollar ("USD"), Hong Kong Dollar ("HKD") and Korean Won ("KRW"). The Group relies on natural hedging as a risk management tool and does not enter into derivative foreign exchange contracts to hedge its foreign currency risk. Foreign currency translation exposure is managed by incurring debt in the operating currency so that where possible operating cash flows can be primarily used to repay obligations in the local currency. This also has the effect of minimizing the exchange differences recorded against income, as the exchange differences on the net investment are recorded directly against equity. SGD TWD EUR AUD USD HKD KRW Others Total US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 31 December 2017 Financial assets Non-current financial assets — 138 — 115 — 24 146 57 480 Trade and other receivables 1,092 70 — 460 400 564 801 1,238 4,625 Other current financial assets 737 — 221 23 10 1 129 92 1,213 Cash and cash equivalents 2,872 124 — 58 3,243 146 339 530 7,312 4,701 332 221 656 3,653 735 1,415 1,917 13,630 Financial liabilities Convertible preference shares (56,854 ) — — — — — — — (56,854 ) Interest-bearing loans and borrowings (51,876 ) — — — (6,637 ) — (22 ) (8 ) (58,543 ) Contingent settlement provision (307 ) — — — — — — — (307 ) Trade and other payables, excluding deferred government grants (6,616 ) (72 ) (670 ) (439 ) (672 ) (117 ) (1,882 ) (1,049 ) (11,517 ) (115,653 ) (72 ) (670 ) (439 ) (7,309 ) (117 ) (1,904 ) (1,057 ) (127,221 ) Net financial (liabilities)/assets (110,952 ) 260 (449 ) 217 (3,656 ) 618 (489 ) 860 (113,591 ) Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies (110,952 ) 277 — (33 ) 59 320 (489 ) 600 (110,218 ) Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies — (17 ) (449 ) 250 (3,715 ) 298 — 260 (3,373 ) SGD TWD EUR AUD USD HKD KRW Others Total US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 31 December 2018 Financial assets Non-current financial assets — 145 — 109 — 19 143 56 472 Trade and other receivables 1,148 50 36 265 281 669 961 1,260 4,670 Other current financial assets 191 — 217 25 23 1 99 73 629 Cash and cash equivalents 808 99 — 423 295 212 378 389 2,604 Marketable securities held in trust account — — — — 15,196 — — — 15,196 2,147 294 253 822 15,795 901 1,581 1,778 23,571 Financial liabilities Interest-bearing loans and borrowings (51,272 ) — — — (8,026 ) — (59 ) (6 ) (59,363 ) Loan from shareholders — — — — (15,188 ) — — — (15,188 ) Trade and other payables, excluding deferred government grants (14,480 ) (939 ) 5,208 (1,307 ) (5,975 ) (1,773 ) (2,265 ) 1,670 (19,861 ) (65,752 ) (939 ) 5,208 (1,307 ) (29,189 ) (1,773 ) (2,324 ) 1,664 (94,412 ) Net financial (liabilities)/assets (63,605 ) (645 ) 5,461 (485 ) (13,394 ) (872 ) (743 ) 3,442 (70,841 ) Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies (63,605 ) 222 — 524 (6,260 ) 591 (744 ) 240 (69,032 ) Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies — (867 ) 5,461 (1,009 ) (7,134 ) (1,463 ) 1 3,202 (1,809 ) The Group's exposures to foreign currency are as follows: Foreign currency risk sensitivity A 10% strengthening of the following major currencies against the functional currency of each of the Group's entities at the reporting date would increase/(decrease) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. 31/12/2017 31/12/2018 Profit Profit TWD against US$ – strengthened (2 ) (87 ) – weakened 2 87 EUR against US$ – strengthened (45 ) 546 – weakened 45 (546 ) AUD against US$ – strengthened 25 (101 ) – weakened (25 ) 101 USD against US$ – strengthened (372 ) (713 ) – weakened 372 713 HKD against US$ – strengthened 30 (146 ) – weakened (30 ) 146 KRW against US$ – strengthened — — – weakened — — Others against US$ – strengthened 26 320 – weakened (26 ) (320 ) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from the Group's trade and other receivables and deposits with banks. Trade and other receivables are regularly monitored by the Group and reviewed for impairment. Most of the receivables are within the credit terms. Although the receivables are generally unsecured, the credit risk is considered to be low. The credit risk on deposits with banks is limited because the Group mainly places the deposits in banks with high credit ratings. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group's operations and to mitigate the effects of fluctuations in cash flows, and having adequate amounts of committed credit facilities. The table below summarizes the maturity profile of the Group's financial liabilities based on contractual undiscounted payments. One year One to More than Total US$'000 US$'000 US$'000 US$'000 31 December 2017 Financial assets Trade and other receivables 4,625 — — 4,625 Other financial assets 1,213 480 — 1,693 Cash and cash equivalents 7,312 — — 7,312 13,150 480 — 13,630 Financial liabilities* Trade and other payables, excluding deferred government grants 11,292 225 — 11,517 Interest-bearing loans and borrowings 31,430 18,055 15,755 65,240 Contingent settlement provision — 307 — 307 42,722 18,587 15,755 77,064 Net financial liabilities (29,572 ) (18,107 ) (15,755 ) (63,434 ) 31 December 2018 Financial assets Trade and other receivables 4,670 — — 4,670 Other financial assets 629 472 — 1,101 Cash and cash equivalents 2,604 — — 2,604 Marketable securities held in trust account 15,196 — — 15,196 23,099 472 — 23,571 Financial liabilities Trade and other payables, excluding deferred government grants 19,579 282 — 19,861 Interest-bearing loans and borrowings 43,595 7,377 14,897 65,869 Loan from shareholders 15,188 — — 15,188 78,362 7,659 14,897 100,918 Net financial liabilities (55,263 ) (7,187 ) (14,897 ) (77,347 ) * Excludes convertible preference shares because redemption is unlikely, attributable to the expected business combination. Loans and Financial Other Total US$'000 US$'000 US$'000 US$'000 31 December 2017 Financial assets Current Trade and other receivables 4,625 — — 4,625 Other current financial assets 1,213 — — 1,213 Cash and cash equivalents 7,312 — — 7,312 13,150 — — 13,150 Non-current Non-current financial assets 480 — — 480 Total financial assets 13,630 — — 13,630 Financial liabilities Current Trade and other payables, excluding deferred government grants — — 11,292 11,292 Interest-bearing loans and borrowings — — 29,808 29,808 — — 41,100 41,100 Non-current Interest-bearing loans and borrowings — — 28,735 28,735 Convertible preference shares — 56,854 — 56,854 Trade and other payables, excluding deferred government grants — — 225 225 Contingent settlement provision — — 307 307 Total financial liabilities — 56,854 70,367 127,221 Amortized Financial Other Total US$'000 US$'000 US$'000 US$'000 31 December 2018 Financial assets Current Marketable securities held in trust account 15,196 — — 15,196 Trade and other receivables 4,670 — — 4,670 Other current financial assets 629 — — 629 Cash and cash equivalents 2,604 — — 2,604 23,099 — — 23,099 Non-current Non-current financial assets 472 — — 472 Total financial assets 23,571 — — 23,571 Financial liabilities Current Trade and other payables, excluding deferred government grants — — 19,579 19,579 Interest-bearing loans and borrowings — — 42,147 42,147 — — 61,726 61,726 Non-current Interest-bearing loans and borrowings — — 17,216 17,216 Loan from shareholders — — 15,188 15,188 Trade and other payables, excluding deferred government grants — — 282 282 Total financial liabilities — — 94,412 94,412 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2018 | |
Business Combination | |
Business combination | 38 Business combination In connection with the business combination as described in Note 1.1, the following occurred: DOTA: ● Holders of DOTA Class F Shares cancelled 718,750 Class F Shares of DOTA, which represented 50% of Class F Shares issued. The remaining un-cancelled F Common stockholders swapped their common stocks into ordinary shares of the Company at an agreed basis of 1:1. ● 4,273,564 shares of DOTA's Class A common stocks were redeemed at a price of US$10.29 per share, for a total redemption amount of U$43,962,000. ● 602,250 unit purchase options rights were exchanged for 602,250 ordinary shares of the Company. ● DOTA's promissory note was swapped and immediately converted into 88,459 ordinary shares of Reebonz Holding Limited. Reebonz Limited: ● Reebonz Limited's Ordinary Shareholders swapped their ordinary shares into ordinary shares of the Company at an agreed conversion rate of 0.56 times ordinary shares for every Reebonz Limited ordinary share held. ● Reebonz Limited's Series A, B, C and D Preference Shareholders swapped their Series A, B, C and D Preference Shares into Preference Shares of the Company on a 1:1 basis which in turn, immediately converted into ordinary shares of the Company at an agreed conversion rate of 0.56 ordinary shares for every Preference Share held. ● Reebonz Limited's Convertible Loan was swapped into a Convertible Loan with the Company on a 1:1 basis which in turn, was immediately converted into 148,938 ordinary shares of the Company at an issue price of US$10.27. The fair value of the shares that were swapped between the parties above was based on the closing share price of DOTA as traded on NASDAQ on 19 December 2018 which was US$5.13 per share. As part of the above-mentioned business combination, DOTA's net liability of US$7,166,000 (see below) was assumed by Reebonz Holding Limited and the issuance of ordinary shares and warrants by Reebonz Holding Limited was recognized at fair value of US$9,364,000, with the resulting difference amounting to US$16,530,000, representing the recapitalization expense reflected in the consolidated statements of profit or loss. The net liability of US$7,166,000 assumed on 19 December 2018 comprised of: US$'000 Cash and cash equivalent 3 Current assets 4 Accounts payable (7,173 ) On 13 December 2018 and 14 December 2018, DOTA, in connection with the Business Combination with Reebonz Limited entered into separate backstop agreements (the "Backstop Agreements") with two investors. Pursuant to the Backstop Agreements, the investors acquired a total of 1,476,436 Class A common stock of DOTA (i.e. "Backstop Shares") for US$15 million. Each investor agreed (i) to vote all of its common stock in favor of the Business Combination and (ii) refrain from exercising their rights to redeem such common stock that they own. In consideration for the agreement of the investors, Reebonz Holding Limited agreed (i) to issue to the investors ordinary shares at the rate of 0.25 share for each Backstop Share acquired and not redeemed, and (ii) to register the resale of such backstop shares pursuant to the Securities Act of 1933. In addition, it was agreed that the Backstop Shares (which, upon the consummation of the Business Combination, became ordinary shares of Reebonz Holding Limited) will be sold in market transactions during a 90-day period following 19 December 2018. Outstanding shares not sold in the open market during the period will be purchased by Reebonz Holding Limited at the end of the period. Under certain circumstances, Reebonz Holding Limited may be required during the 90-day period to purchase certain ordinary shares (including the Backstop Shares) held by the investors. In the event that the aggregate proceeds from such sale are less than 110% of the aggregate amount paid by the investors for the Backstop Shares, the Company obligations under this agreement shall be limited to the funds held in the Escrow Account with respect to the Escrow Amount (including earnings thereon, if any) (the "Escrow Funds"), and if the Shortfall is in excess of the Escrow Funds, The Company shall not be required to make any payment with respect to such excess shortfall. |
Events Occurring After Reportin
Events Occurring After Reporting Date | 12 Months Ended |
Dec. 31, 2018 | |
Events Occurring After Reporting Date [Abstract] | |
Events occurring after reporting date | 39 Events occurring after reporting date On 19 February 2019, the Company held an extraordinary general meeting with the stockholders of the Company to authorize the Board of Directors to effect a reverse split of ordinary shares, at an exchange ratio of 1:8 which will be effective from 11 March 2019, for its sole discretion to comply with Nasdaq requirements to maintain the listing of the Company’s ordinary shares on the Nasdaq stock market. The Company received a notice from the staff of the Listing Qualification Department of the Nasdaq Stock Market LLC (“Nasdaq”) on 20 December 2018, indicating that the Company has not complied with the requirements on the Nasdaq Capital Market. The Company attended a hearing before the Nasdaq Hearings Panel on 24 January 2019 to appeal Nasdaq’s decision. On 26 February 2019, the Company received an extension granted by the Nasdaq Hearings Panel for a period of 65 days to demonstrate compliance with all applicable requirements for initial listing on the Nasdaq Global Market on or before 29 March 2019. The Company further requested an extension from the Nasdaq Hearing Panel to extend the deadline to 19 April 2019, and the request was approved on 8 April 2019. On 15 March 2019, the Company effected a 1-for-8 reverse stock split of its ordinary shares. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Basis of consolidation | 3.1 Basis of consolidation (i) Recapitalization A 'reverse acquisition' is a business combination in which the legal acquirer - i.e. the entity that issues the securities (i.e. listed entity) becomes the acquiree for accounting purposes and the legal acquiree becomes the acquirer for accounting purposes. It is the application in accordance with IFRS 3 Business Combinations Business Combinations ● A business, IFRS 3 Business Combinations ● Not a business, IFRS 2 Share-based Payment Business Combinations (ii) Business combinations Business combinations are accounted for using the acquisition method in accordance with IFRS 3 Business Combinations The Group measures goodwill at the date of acquisition as: ● the fair value of the consideration transferred; plus ● the recognized amount of any non-controlling interests ("NCI") in the acquiree; plus ● if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree, over the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment. When the excess in negative, a bargain purchase gain is recognized immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Any contingent consideration payable is recognized at fair value at the date of acquisition and included in the consideration transferred. If the contingent consideration that meets the definition of a financial instrument is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes to the fair value of the contingent consideration are recognized in profit or loss. NCI that are present ownership interests and entitle their holders to a proportionate share of the acquiree's net assets in the event of liquidation are measured either at fair value or at the NCI's proportionate share of the recognized amounts of the acquiree's identifiable net assets, at the date of acquisition. The measurement basis taken is elected on a transaction-by-transaction basis. All other NCI are measured at acquisition-date fair value, unless another measurement basis is required by IFRSs. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners and therefore no adjustments are made to goodwill and no gain or loss is recognized in profit or loss. Adjustments to NCI arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary. Business combinations which do not fall under the scope as defined under IFRS 3, are accounted in accordance with relevant IFRS as issued by the IASB and other relevant pronouncements. (iii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the NCI in a subsidiary are allocated to the NCI even if doing so causes the NCI to have a deficit balance. (iv) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. |
Foreign currency | 3.2 Foreign currency (i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively). (ii) Group companies On consolidation, the assets and liabilities of foreign operations are translated into United States dollars at the rate of exchange prevailing at the reporting date and their consolidated statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognized in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognized in profit or loss. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. |
Financial instruments | 3.3 Financial instruments (i) Recognition and initial measurement Non-derivative financial assets and financial liabilities The Group initially recognizes trade receivables on the date that they are originated. All other financial assets and financial liabilities are initially recognized on the date on which the Group becomes a party to the contractual provisions of the instrument. As a rule, a financial asset or a financial liability is initially measured at fair value with the addition, for a financial asset or a financial liability that is not presented at fair value through profit or loss, of transaction costs that can be directly attributed to the acquisition or the issuance of the financial asset or the financial liability. Trade receivables that do not contain a significant financing component are initially measured at the price of the related transaction. Trade receivables originating in contract assets are initially measured at the carrying amount of the contract assets on the date of reclassification from contract assets to financial assets measured at amortized cost. (ii) Classification and subsequent measurement Non-derivative financial assets — Policy applicable from 1 January 2018 On initial recognition, financial assets are classified to measurement at amortized cost or fair value through profit or loss ("FVTPL"). Financial assets are not reclassified in subsequent periods, unless the Group changes its business model for the management of financial assets, in which case the affected financial assets are reclassified at the beginning of the reporting period following the change in the business model. Financial assets at amortized cost A financial asset is measured at amortized cost if it meets the two following conditions and is not designated for measurement at fair value through profit or loss: – The objective of the entity's business model is to hold the financial asset to collect the contractual cash flows; and – The contractual terms of the financial asset create entitlement on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Group has balances of trade and other receivables and other current financial assets that are held under a business model the objective of which is collection of the contractual cash flows. The contractual cash flows in respect of such financial assets comprise solely payments of principal and interest that reflects consideration for the time-value of the money and the credit risk. As such, such financial assets are classified and measured at amortized cost. In subsequent periods, these assets are measured at amortized cost, using the effective interest method and net of impairment losses. Interest income, currency exchange gains or losses and impairment are recognized in profit or loss. Any gains or losses on derecognition are also carried to profit or loss. Financial assets at fair value through profit or loss All financial assets not classified as measured at amortised cost as described above are measured at FVTPL. In subsequent periods, these assets are measured at fair value. Net gains and losses are carried to profit or loss. Business model assessment The Group makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to Management. The information considered includes: ● the stated policies and objectives for the portfolio and the operation of those policies in practice; ● how the performance of the portfolio is evaluated and reported to the Group's Management; ● the risks that affect the performance of the business model and how those risks are managed; ● how managers of the portfolio are compensated; and ● the frequency, volume and timing of disposals in prior periods, the reasons for such sales and its expectations about future sales activity. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group's continuing recognition of the assets. Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL. Assessment of whether contractual cash flows are solely payments of principal and interest For assessment purposes, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: ● contingent events that would change the amount or timing of cash flows; ● terms that may adjust the contractual coupon rate, including variable-rate features; ● prepayment and extension features; and ● terms that limit the Group's claim to cash flows from specified assets (e.g. non-recourse features). A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. Non-derivative financial assets — Policy applicable before 1 January 2018 The Group initially recognizes loans and receivables on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are initially measured at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise cash and cash equivalents, non-current and current financial assets and trade and other receivables (excluding construction contract in progress). Financial liabilities Financial liabilities are classified to measurement at amortized cost or at fair value through profit or loss. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value, and any net gains and losses, including any interest expenses, are recognized in profit or loss. Other financial liabilities are measured at amortized cost in subsequent periods, using the effective interest method. Interest expenses and currency exchange gains and losses are recognized in profit or loss. Any gains or losses on derecognition are also carried to profit or loss. (iii) Derecognition Financial assets The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognized in its consolidated statements of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized. Financial liabilities The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss. (iv) Offsetting Financial assets and financial liabilities are offset and the net amount presented in the consolidated statements of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. (v) Cash and cash equivalents Cash and cash equivalents comprise cash at banks and on hand and short-term deposits with maturities of three months or less from the date of acquisition that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments. (vi) Compound financial instruments Compound financial instruments issued by the Group comprise convertible notes denominated in Singapore dollars that can be converted to ordinary shares at the option of the holder, where the number of shares to be issued is fixed and does not vary with changes in fair value. The liability component of a compound financial instrument is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured. Interest related to the financial liability is recognized in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognized. (vii) Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects. Preference share capital The Group's redeemable preference shares are classified as financial liabilities, because they bear non-discretionary dividends and are redeemable in cash by the holders. Non-discretionary dividends thereon are recognized as interest expense in profit or loss as accrued. |
Property and equipment | 3.4 Property and equipment (i) Recognition and measurement Items of property and equipment other than building are measured at cost, which includes capitalized finance costs, less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes: ● the cost of materials and direct labor; ● any other costs directly attributable to bringing the assets to a working condition for their intended use; ● when the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and ● capitalized finance costs. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment and depreciated separately. The gain or loss on disposal of an item of property and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss. The Group capitalizes interest with respect to major assets under construction based on the actual interest incurred for specific borrowings. Assets under construction included in property and equipment are not depreciated as these assets are not yet available for use. Buildings are measured at their revalued amounts, less accumulated depreciation and impairment losses recognized after the date of the revaluation. Valuations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value of the building at the end of the reporting period. Any revaluation surplus is recognized in other comprehensive income and accumulated in equity under the revaluation reserve, except to the extent that it reverses a revaluation decrease of the same asset previously recognized in profit or loss, in which case the increase is recognized in profit or loss. A revaluation deficit is recognized in profit or loss, except to the extent that it offsets an existing surplus on the same asset carried in the revaluation reserve. Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. The revaluation surplus included in the revaluation reserve in respect of an asset is transferred directly to retained earnings on retirement or disposal of the asset. (ii) Subsequent costs The cost of replacing a component of an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in profit or loss as incurred. (iii) Depreciation Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately. Depreciation is recognized as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property and equipment, unless it is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated. Depreciation is recognized from the date that the property and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. The estimated useful lives for the current and comparative years are as follows: ● Furniture and fittings 3 years ● Motor vehicles 5 years ● Office equipment 3 years ● Leasehold improvements 3 years ● Computers and software 3 years ● Building 28 years Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate. |
Intangible assets | 3.5 Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortization period and the amortization method for an intangible assets with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of profit or loss in the expense category that is consistent with the function of the intangible assets. Platform development costs A platform arising from development is recognized as an intangible asset if the Group is able to satisfy the requirement to demonstrate how its platform will generate probable future economic benefits. If the Group is not able to demonstrate how the platform developed solely or primarily for promoting and advertising its own products and services will generate probable future economic benefits, all expenditure on developing such a platform should be recognized as an expense when incurred. Any internal expenditure on the development and operation of the Group's platform is accounted for in accordance with the nature of each activity for which expenditure is incurred as follows: ● Planning: Expenditure incurred in this stage is recognized as an expense as and when it is incurred. ● Application and infrastructure development, graphical design and content development stages: To the extent that content is developed for purposes other than to advertise and promote an Group's own products and services, expenditure incurred in these stages are included in the cost of a platform recognized as an intangible asset when the expenditure can be directly attributed, or allocated on a reasonable and consistent basis, to preparing the platform for its intended use. ● Content development: Expenditure incurred in the content development stage, to the extent that content is developed to advertise and promote an enterprise's own products and services, is recognized as an expense when incurred. ● Operating: The operating stage begins once development of a platform is complete. Expenditure incurred in this stage is recognized as an expense when it is incurred. Following initial recognition of the platform development costs, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit. Amortization is recorded in technology and content expenses. During the period of development, the asset is tested for impairment annually. Amortization of the following intangibles assets are provided for on a straight-line basis over the estimated useful lives: Platform development costs - 5 years Software - 5 years Gains or losses arising from derecognition of an intangible assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statements of profit or loss when the asset is derecognized. |
Leasehold land | 3.6 Leasehold land Leasehold land is initially measured at cost. Following initial recognition, leasehold land is measured at cost less accumulated depreciation. The leasehold land is depreciated on a straight-line basis over the lease term of 30 years. |
Leases | 3.7 Leases The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. Group as a lessee A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease. Finance lease is capitalized at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the consolidated statements of profit or loss. A leased asset is depreciated over the useful life of the asset. Operating lease payments are recognized as an operating expense in the consolidated statements of profit or loss on a straight-line basis over the lease term. Group as a lessor Leases in which the Group does not transfer substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same bases as rental income. The accounting policy for rental income is set out in Note 3.14(d). Contingent rents are recognized as revenue in the period in which they are earned. Lessors present assets subject to operating leases in their consolidated statement of financial position according to the nature of the asset. |
Finance costs | 3.8 Finance costs Finance costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other finance costs are expensed in the period in which they occur. Finance costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. |
Inventories | 3.9 Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average cost methodology, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition. Where necessary, allowance is provided for damaged, obsolete, and slow moving items to adjust the carrying value of inventories to the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale. |
Impairment | 3.10 Impairment (i) Non-derivative financial assets and contract assets Policy applicable from 1 January 2018 The Group recognizes loss allowances for ECLs on: ● financial assets measured at amortised costs; and ● contract assets (as defined in IFRS 15). The Group has elected to measure the provision for expected credit losses in respect of trade receivables and contract assets at an amount that is equal to the credit losses expected over the life of the instrument. In assessing whether the credit risk of a financial asset has significantly increased since initial recognition and in assessing expected credit losses, the Group takes into consideration information that is reasonable and verifiable, relevant and attainable at no excessive cost or effort. Such information comprises quantitative and qualitative information, as well as an analysis, based on the past experience of the Group and the reported credit assessment, and contains forward-looking information. The Group assumes that the credit risk of a financial asset has increased significantly since initial recognition whenever contractual payments are more than 30 days in arrears. The Group considers a financial asset to be in default if it is not probable that the borrower will fully meet its payment obligations to the Group, and the Group has no right to perform actions such as the realization of collaterals (if any). The Group considers a financial asset as having a low credit risk if its credit risk coincides with the global structured definition of “investment rating”. The credit losses expected over the life of the instrument are expected credit losses arising from all potential default events throughout the life of the financial instrument. Expected credit losses in a 12-month period are the portion of the expected credit losses arising from possible default events during the period of 12 months from the reporting date. The maximum period that is taken into account in assessing the expected credit losses is the maximum contractual period over which the Group is exposed to credit risk. Measurement of expected credit losses Expected credit losses represent a probability-weighted estimate of credit losses. Credit losses are measured at the present value of the difference between the cash flows to which the Group is entitled under the contract and the cash flows that the Group expects to receive. Expected credit losses are discounted at the effective interest rate of the financial asset. Financial assets impaired by credit risk At each reporting date, the Group assesses whether financial assets that are measured at amortized cost have become impaired by credit risk. A financial asset is impaired by credit risk upon the occurrence of one or more of the events that adversely affect the future cash flows estimated for such financial asset. Evidence that a financial asset is credit-impaired includes the following observable data: ● significant financial difficulty of the borrower or issuer; ● a breach of contract such as a default; ● the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; ● it is probable that the borrower will enter bankruptcy or other financial reorganization; or ● the disappearance of an active market for a security because of financial difficulties. Write-off The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. Presentation of impairment A provision for expected credit losses in respect of a financial asset that is measured at amortized cost is presented as a reduction of the gross carrying amount of the financial asset. Policy applicable before 1 January 2018 A financial asset not carried at FVTPL was assessed at the end of each reporting period to determine whether there was objective evidence that it was impaired. A financial asset was impaired if objective evidence indicated that a loss event(s) had occurred after the initial recognition of the asset, and that the loss event(s) had an impact on the estimated future cash flows of that asset that could be estimated reliably. Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer would enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment. (ii) Non-financial assets The carrying amounts of the Group’s non-financial assets, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, the recoverable amount is estimated each year at the same time. An impairment loss is recognized if the carrying amount of an asset or its related cash generating units (“CGU”) exceeds its estimated recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. The Group’s corporate assets do not generate separate cash inflows and are utilized by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated. Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata An impairment loss in respect of goodwill is not reversed. ed |
Employee benefits | 3.11 Employee benefits (i) Defined contribution plans The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations. In particular, the Singapore company in the Group make contributions to the Central Provident Fund scheme (“CPF”) in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognized as an expense in the consolidated statements of profit or loss in the period in which the related service is performed. (ii) Share-based payments Employees (including senior executives) of the Group receive remuneration in the form of share–based payments, whereby employees render services as consideration for equity instruments (“equity-settled transactions”). (iii) Equity-settled transactions The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense (Note 31). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The consolidated statements of profit or loss expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense (Note 31). No expense is recognized for awards that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss. (iv) Long-term employment benefit plan – 2018 plan The 2018 Omnibus Equity Incentive Plan (the “2018 plan”) covers the grant of awards to our employees (including officers), non-employee consultants and non-employee directors and those of our subsidiaries. Up to a maximum of number of an ordinary shares equal to 10% of an issued and outstanding ordinary shares immediately after the closing of an ordinary shares may be delivered in settlement of awards granted under the 2018 plan including upon exercise of incentive share options. Awards granted under the 2018 plan are granted for no consideration other than price and future service. |
Convertible preference shares - Series A, B, C and D | 3.12 Convertible preference shares – Series A, B, C and D The Preference Shares contain conversion features that are not settled by an exchange of a fixed number of the Preference Shares for a fixed number of the Company’s Ordinary Shares, resulting in them being financial liabilities. On initial recognition, the Group designated the convertible preference shares in their entirety as financial liabilities at fair value through profit or loss. Subsequent to initial recognition, at each reporting date, the convertible preference shares are remeasured at fair value through profit or loss. If the convertible preference shares are converted, the carrying amounts are transferred to share capital as consideration for the shares issued. |
Provisions | 3.13 Provisions General Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the consolidated statements of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. |
Revenue | 3.14 Revenue The Group has adopted IFRS 15 using the full retrospective method (without practical expedients), with the effect of initially applying this standard recognized at the date of the earliest comparative period on initial application. Refer to Note 3.21 for further details. The Group recognizes revenue when the customer attains control of the promised goods or services. Revenue is measured based on the amount of the consideration to which the Group expects to be entitled in consideration for the transfer of goods and services promised to the customer, excluding amounts collected on behalf of third parties. Identification of contract The Group accounts for a contract with a customer only if all of the following conditions have been fulfilled: (a) The parties to the contract have approved the contract (in writing, verbally or under other customary business practices) and are obligated to fulfill their related obligations; (b) The Group can identify the rights of each of the parties in relation to the products or the services that are to be transferred; (c) The Group can identify the terms of payment for the goods or the services that are to be transferred; (d) The contract has commercial substance (i.e. the risk, the timing and the amount of the entity’s future cash flows are expected to change as a result of the contract); and (e) The collection of the consideration to which the Group is entitled for the goods or the services that will be transferred to the customer is probable. For the purpose of compliance with section (e) above, the Group examines, inter alia, past experience with the customer and the customer’s condition, as well as the existence of sufficient collateral. When a contract with a customer does not meet the aforesaid criteria, consideration received from the customer is recognized as a liability until the fulfillment of the criteria or the occurrence of one of the following events: the Group has no remaining obligations to transfer goods or services to the customer and all the consideration promised by the customer has been received and is non-refundable; or the contract has been canceled and the consideration received from the customer is non-refundable. Identification of the performance obligation At the inception of the contract, the Group assesses the goods or services that have been promised under a contract with a customer, and identifies as a performance obligation any promise to transfer to the customer any of the following two: (a) A good or service (or bundle of goods or services) that is distinct; or (b) A series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. The Group identifies goods or services promised to a customer as distinct if the customer can benefit from the good or service on its own or in conjunction with other readily available resources and the Group’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. In considering whether a promise to transfer goods or services is separately identifiable, the Group examines whether a significant service is provided of integrating the goods or services with other goods or services promised in the contract that results in an integrated product for which the customer had entered into the contract. Determining the transaction price The transaction price is the amount of the consideration to which the Group expects to be entitled in consideration for the transfer of goods and services promised to the customer, excluding amounts collected on behalf of third parties. When determining the transaction price, the Group considers the effects of all of the following: variable consideration, the existence of a significant financing component in the contract, non-cash consideration and consideration payable to the customer. Variable consideration The transaction price includes fixed amounts and amounts that may vary as a result of discounts, refunds, credits, price concessions, incentives, claims and disputes as well as modifications to the contract the consideration for which has yet to be agreed by the parties. The Group includes all or part of the variable consideration in the transaction price only if it is highly probable that a significant reversal in cumulative revenue recognized will not occur when the uncertainties related to the variable consideration are resolved. At the end of each reporting period, the Group updates the amount of the variable consideration included in the transaction price, to the extent necessary. Variable consideration in the Group arises mainly from returns, discounts and customer loyalty points that the Group offers to its customers. The Group estimates the amount of the variable consideration using the expected value method by estimating the amount that is most reasonably expected to be received, as this method best reflects the amount of consideration to which it would be entitled. Satisfaction of performance obligations Revenue is recognized when the Group satisfies performance obligations by transferring control of a good or a service promised to the customer. (a) Merchandise revenue Merchandise revenue is recognized when goods are delivered to the customer and all criteria for acceptance has been satisfied. Merchandise revenue is measured at the fair value of the consideration received or receivable, net of returns and discounts. (b) Marketplace revenue Marketplace revenue is commission earned from third party sellers for participating in the Group’s marketplace. Commission fee revenues are recognized on a net basis when the underlying transactions are completed. (c) Rental income from leasing of inventories Rental income arising from rental of luxury products to customers is accounted for on a straight-line basis over the rental period. The aggregate costs arising from the underlying transactions are recognized under the cost of revenue. (d) Rental income from leasing of office building Rental income arising from operating leases of space within the Group’s building is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives provided to lessees are recognized as a reduction of rental income over the lease term on a straight-line basis. |
Cost of revenue | 3.15 Cost of revenue Cost of revenue consists of the purchase price of luxury products, inbound shipping charges, allowance for inventories and staffing attributable to inspecting inventories. Inbound shipping charges relating to cost of receiving products from our suppliers are included in inventories, and recognized as cost of sales upon sale of products to customers. |
Fulfilment expenses | 3.16 Fulfilment expenses Fulfilment expenses consist primarily of expenses incurred in shipment, operations and staffing of the Group’s logistics, retail and customer service centers. Such expenses include costs attributable to receiving and warehousing inventories; picking, packaging and preparing customer orders for shipment; collecting payments from customers; warehouse and retail shops rental expenses; and customer services. Fulfilment expenses also include amounts payable to third parties that assist the Group in fulfilment. |
Interest income | 3.17 Interest income Interest income is recognized using the effective interest method (“EIR”). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest income is included in finance income in the consolidated statements of profit or loss. |
Operating segment and geographic information | 3.18 Operating segment and geographic information The Group’s CEO and CFO are considered to be the Group’s Chief Operating Decision Maker (“CODM”). Based on the internal financial information provided to the CODM, the Group has determined that there is one reportable segment. The CODM reviews non-financial information, for purposes of allocating resources. The CODM evaluates the consolidated assets and liabilities despite disaggregated financial information being available, the accounting policies used in the determination of the segment amounts are the same as those used in the preparation of the Group’s consolidated financial statement. In determining of the information to be presented on a geographical basis, revenue are based on the geographical location of the customer and non-current assets are based on the geographic location of the assets. |
Tax | 3.19 Tax Tax expense comprises current and deferred tax. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years in the countries where the Group operates and generates taxable income. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of profit or loss. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: ● temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; ● temporary differences related to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and ● taxable temporary differences arising on the initial recognition of goodwill. The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. |
Marketable securities held in trust | 3.20 Marketable securities held in trust The assets held in the trust account were substantially held in cash and U.S. Treasury bills. |
Changes in significant accounting policies | 3.21 Changes in significant accounting policies IFRS 15 IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces IAS 18 Revenue Construction Contracts The Group has adopted IFRS 15 using the full retrospective method (without practical expedients), with the effect of initially applying this standard recognized at the date of the earliest comparative period on initial application. The following table summarizes the impact of transition to IFRS 15: IAS 18 Adjustments IFRS 15 US$’000 US$’000 US$’000 At 31 December 2017 Trade and other payables 10,710 674 11,384 Deferred revenue 379 (379 ) – Contract liabilities – 3,426 3,426 Advances from customers 2,925 (2,925 ) – Provision for sales returns 796 (796 ) – At 31 December 2018 Trade and other payables 19,053 616 19,669 Deferred revenue 516 (516 ) – Contract liabilities – 4,297 4,297 Advances from customers 3,084 (3,084 ) – Provision for sales returns 1,313 (1,313 ) – There is no impact upon adoption of IFRS 15 on the consolidated statements of profit and loss. IFRS 9 IFRS 9 sets out requirements for recognising and measuring financia and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement. Summary of quantitative impact The following table summarizes the impact of transition to IFRS 9 on US$’000 Balance at 1 January 2018 under IAS 39 29 Adjusted on initial application of IFRS 9 – Balance at 1 January 2018 under IFRS 9 29 Classification and measurement of financial assets and financial liabilities IFRS 9 contains three principal classification categories for financial assets: measured at amortised cost, FVOCI and FVTPL. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. IFRS 9 eliminates the previous IAS 39 categories of held to maturity, loans and receivables and available for sale. IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities. The adoption of IFRS 9 has not had a significant effect on the Group’s accounting policies related to financial liabilities. The following table and the accompanying notes below explain the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Group’s financial assets and financial liabilities as at 1 January 2018. Original classification New classification Financial assets Non-current financial assets Loans and receivables Amortised cost Trade and other receivables Loans and receivables Amortised cost Other current financial assets Loans and receivables Amortised cost Cash and cash equivalents Loans and receivables Amortised cost There is no change to the classification of financial liabilities upon the adoption of IFRS 9. There is no change to the carrying amounts of financial assets and financial liabilities under IAS 39 to the carrying amounts under IFRS 9 on transition to IFRS 9 on 1 January 2018. |
New standards and interpretations not yet adopted | 3.22 New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are not yet effective and have not been applied in preparing these financial statements. IFRS 16 Leases IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard – i.e. lessors continue to classify leases as finance or operating leases. IFRS 16 replaces existing leases guidance, including IAS 17 Leases Determining whether an Arrangement contains a Lease Operating Leases – Incentives Evaluating the Substance of Transactions Involving the Legal Form of a Lease The Group is required to adopt IFRS 16 Leases from 1 January 2019. The Group has assessed the estimated impact that initial application of IFRS 16 will have on its consolidated financial statements, as described below. The Group has performed an assessment of the new standard on its existing operating lease arrangements as a lessee. The Group expects these operating leases to be recognized as ROU assets with corresponding lease liabilities under the new standard. The operating lease commitments on an undiscounted basis amount to approximately 1.2% of the total assets and approximately 1.0% of total liabilities. Assuming no additional new operating leases in future years until the effective date, the Group expects the amount of ROU asset and lease liability to be lower due to discounting and as the lease terms run down. As at 1 January 2019, the Group expects an increase in right-of-use assets of US$493,000 and an increase in lease liability of US$493,000. The nature of expenses related to those leases will now change because the Group will recognize a depreciation charge for right-of-use assets and interest expense on lease liabilities. Previously, the Group recognized operating lease expense on a straight-line basis over the term of the lease, and recognized assets and liabilities only to the extent that there was a timing difference between actual lease payments and the expense recognized. No significant impact is expected for the Group’s finance leases. Other standards The following amended standards and interpretations are not expected to have a significant impact on the Group’s consolidated financial statements. ● IFRIC 23 Uncertainty over Tax Treatments ● Prepayment Features with Negative Compensation (Amendments to IFRS 9) ● Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28) ● Plan Amendment, Curtailment or Settlement (Amendments to IAS 19) ● Annual Improvements to IFRS Standards 2015–2017 Cycle ● Amendments to References to Conceptual Framework in IFRS Standards ● IFRS 17 Insurance Contracts |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Significant Accounting Policies [Abstract] | |
Schedule of estimated useful lives for the current and comparative years | ● Furniture and fittings 3 years ● Motor vehicles 5 years ● Office equipment 3 years ● Leasehold improvements 3 years ● Computers and software 3 years ● Building 28 years |
Schedule of amortization of intangibles assets | Platform development costs - 5 years Software - 5 years |
Schedule of impact of transition to IFRS 15 | IAS 18 Adjustments IFRS 15 US$'000 US$'000 US$'000 At 31 December 2017 Trade and other payables 10,710 674 11,384 Deferred revenue 379 (379 ) — Contract liabilities — 3,426 3,426 Advances from customers 2,925 (2,925 ) — Provision for sales returns 796 (796 ) — At 31 December 2018 Trade and other payables 19,053 616 19,669 Deferred revenue 516 (516 ) — Contract liabilities — 4,297 4,297 Advances from customers 3,084 (3,084 ) — Provision for sales returns 1,313 (1,313 ) — |
Schedule of impact of transition to IFRS 9 | US$'000 Balance at 1 January 2018 under IAS 39 29 Adjusted on initial application of IFRS 9 — Balance at 1 January 2018 under IFRS 9 29 |
Schedule of financial assets and financial liabilities classification | Original classification New classification Financial assets Non-current financial assets Loans and receivables Amortised cost Trade and other receivables Loans and receivables Amortised cost Other current financial assets Loans and receivables Amortised cost Cash and cash equivalents Loans and receivables Amortised cost |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about property, plant and equipment [abstract] | |
Schedule of property and equipment | Furniture Motor Office Leasehold Computers Building Assets Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Cost At 1 January 2017 338 69 650 1,307 880 — 18,367 21,611 Additions 52 1 212 478 33 3,117 — 3,893 Disposals (66 ) (17 ) — (907 ) (7 ) — — (997 ) Reclassification — — 850 207 6 18,099 (19,162 ) — Revaluation surplus — — — — — 5,949 — 5,949 Currency translation difference 12 3 27 21 33 1 795 892 At 31 December 2017 336 56 1,739 1,106 945 27,166 — 31,348 Additions 1 — 34 75 28 — — 138 Disposals — — — (321 ) (39 ) — — (360 ) Currency translation difference (6 ) (1 ) (32 ) (17 ) (20 ) (461 ) — (537 ) At 31 December 2018 331 55 1,741 843 914 26,705 — 30,589 Accumulated depreciation At 1 January 2017 310 43 427 1,218 692 — — 2,690 Depreciation charge 24 8 309 284 117 737 — 1,479 Disposals (66 ) (7 ) (1 ) (907 ) (7 ) — — (988 ) Reclassification — — (4 ) — 4 — — — Elimination of accumulated depreciation on revaluation — — — — — (737 ) — (737 ) Currency translation difference 16 2 26 26 29 — — 99 At 31 December 2017 284 46 757 621 835 — — 2,543 Depreciation charge 25 6 312 131 88 1,010 — 1,572 Disposals — — — (321 ) (39 ) — — (360 ) Currency translation difference (5 ) (1 ) (21 ) (13 ) (20 ) (21 ) — (81 ) At 31 December 2018 304 51 1,048 418 864 989 — 3,674 Carrying amounts At 1 January 2017 28 26 223 89 188 — 18,367 18,921 At 31 December 2017 52 10 982 485 110 27,166 — 28,805 At 31 December 2018 27 4 693 425 50 25,716 — 26,915 |
Leasehold Land (Tables)
Leasehold Land (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about investment property [abstract] | |
Schedule of leasehold land | Total US$’000 Cost At 1 January 2017 5,389 Currency translation difference 233 At 31 December 2017 5,622 Currency translation difference (95 ) At 31 December 2018 5,527 Accumulated amortization At 1 January 2017 379 Amortization of the year 199 Currency translation difference 22 At 31 December 2017 600 Amortization of the year 213 Currency translation difference (14 ) At 31 December 2018 799 Carrying amounts At 1 January 2017 5,010 At 31 December 2017 5,022 At 31 December 2018 4,728 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of detailed information about intangible assets [abstract] | |
Schedule of intangible assets | Platform development costs Software Total US$’000 US$’000 US$’000 Cost At 1 January 2017 2,280 884 3,164 Additions 288 50 338 Currency translation difference 99 38 137 At 31 December 2017 2,667 972 3,639 Additions 224 – 224 Currency translation difference (46 ) (16 ) (62 ) At 31 December 2018 2,845 956 3,801 Accumulated amortization At 1 January 2017 1,005 533 1,538 Amortization of the year 452 138 590 Currency translation difference 56 26 82 At 31 December 2017 1,513 697 2,210 Amortization of the year 442 138 580 Currency translation difference (34 ) (16 ) (50 ) At 31 December 2018 1,921 819 2,740 Carrying amounts At 1 January 2017 1,275 351 1,626 At 31 December 2017 1,154 275 1,429 At 31 December 2018 924 137 1,061 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill [abstract] | |
Schedule of carrying amount of goodwill | 31/12/2017 31/12/2018 US$’000 US$’000 Reebonz Korea 834 834 Invitree 670 670 Translation difference 64 38 1,568 1,542 |
Schedule of cash flow projections from financial budgets | 31/12/2017 31/12/2018 Revenue Terminal Pre-tax Revenue Terminal Pre-tax % % % % % % Reebonz Korea 15.6 3.0 17.8 16.7 3.0 16.5 Invitree 15.6 3.0 17.3 12.3 3.0 15.9 * Revenue CAGR relates to the revenue compounded annual growth rate for the five-year cash flow projection period. |
Schedule of consolidated financial statements of the Group | Name of significant subsidiaries Principal activity Principal place Percentage of 31/12/2017 31/12/2018 % % Held by the Company Reebonz Limited Import, export, wholesale and retail of luxury products Singapore 100 100 Draper Oakwood Technology Acquisition, Inc. (“DOTA”) Special purpose acquisition United States of America — 100 Held by Reebonz Limited Reebonz Pty. Ltd. Provide marketing support and sale of luxury products Australia 100 100 Reebonz Korea Co., Ltd. Import, export, wholesale, retail and rental of luxury products Korea 49.2 58.4 Held by Reebonz Korea Invitree Co., Ltd. (“Invitree”) Sale of luxury products Korea 90 90 * The Company is entitled to appoint and has the majority of directors who direct key activities of the entity. The Company concluded that it has control over Reebonz Korea as it has power to direct the relevant activities of Reebonz Korea and is exposed to the variable. During the year, the Group increased its shareholding in Reebonz Korea from 49.2% to 58.4%. Refer to Note 30 for further details. |
Non-current and Current Finan_2
Non-current and Current Financial Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of financial assets [abstract] | |
Schedule of non-current and current financial assets | 31/12/2017 31/12/2018 US$’000 US$’000 Non-current Deposits 480 472 Current Deposits 1,177 619 Others 36 10 1,213 629 |
Marketable Securities Held in_2
Marketable Securities Held in Trust Account (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Marketable securities held in trust account [Abstract] | |
Schedule of marketable securities held in trust account | 31/12/2017 31/12/2018 US$'000 US$'000 At 31 December — 15,196 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventories [abstract] | |
Schedule of inventories | 31/12/2017 31/12/2018 US$’000 US$’000 Products available for sale 18,963 16,930 Products available for rent 547 526 Goods in transit 2,472 1,509 Total inventories at lower of cost and net realizable value 21,982 18,965 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other receivables [Abstract] | |
Schedule of trade and other receivables | 31/12/2017 31/12/2018 US$’000 US$’000 Trade and other receivables Trade receivables 3,600 3,890 Other receivables 1,014 780 Related party 11 — 4,625 4,670 |
Schedule of movement in the allowance for impairment in respect of trade and other receivables | US$’000 Balance at 1 January 2016 under IAS 39 25 Charged during the year 5 Written off (1 ) Exchange differences 1 Balance at 31 December 2016 under IAS 39 30 Balance at 1 January 2017 under IAS 39 30 Exchange differences (1 ) Balance at 31 December 2017 under IAS 39 29 Balance at 1 January 2018 under IAS 39 29 Adjusted on initial application of IFRS 9 — Charged during the year 60 Written off (5 ) Exchange differences 1 Balance at 31 December 2018 under IFRS 9 85 |
Schedule of analysis of the credit quality of trade and other receivables | Gross Impairment Net US$’000 US$’000 US$’000 Neither past due nor impaired 1,996 — 1,996 Past due but not impaired – Less than 30 days 1,837 — 1,837 – 30 — 60 days 630 — 630 – 61– 90 days — — — – More than 90 days 192 (30 ) 162 4,655 (30 ) 4,625 |
Schedule of exposure to credit risk and ECLs for trade and other receivables | Weighted Gross Not credit Credit Net US$’000 US$’000 US$’000 US$’000 Neither past due nor impaired — 1,977 — — 1,977 Past due but not impaired – Less than 30 days 0.1 % 1,529 — (2 ) 1,527 – 30 — 60 days 2.4 % 573 — (14 ) 559 – 61– 90 days 18.9 % 37 — (7 ) 30 – More than 90 days 9.7 % 639 — (62 ) 577 4,755 — (85 ) 4,670 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash And Cash Equivalents Tables Abstract | |
Schedule of cash and cash equivalents | 31/12/2017 31/12/2018 US$’000 US$’000 Cash at bank and on hand, representing cash and cash equivalents 7,312 2,604 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share Capital [Abstract] | |
Schedule of authorized shares | 31/12/2017 31/12/2018 Authorized Ordinary shares 200,000,000 200,000,000 |
Schedule of share capital | Note No. of shares US$’000 At Reebonz Limited: At 1 January 2017 10,564,037 12,876 Issuance of new ordinary shares 202,572 1,605 At 31 December 2017 10,766,609 14,481 At Reebonz Holding Limited: At inception 1 n.m.* Conversion of 10,766,609 Reebonz Limited ordinary shares at ratio 0.56 to the legal acquirer, Reebonz Holding Limited 6,029,033 14,481 Changes in equity due to business combination Convertible preference shares i) 11,289,261 57,914 a) Convertible loan ii) 178,726 917 b) Ordinary shares issued on recapitalization with DOTA iii) 1,796,959 9,218 c) Backstop shares iii) 1,847,780 — At 31 December 2018 21,141,760 82,530 * not meaningful |
Preference shares, convertibl_2
Preference shares, convertible loan and warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Preference shares, convertible loan and warrants [Abstract] | |
Schedule of reconciliation of fair value measurement series preference shares | Series A Series B Series C Series D Total US$'000 US$'000 US$'000 US$'000 US$'000 At 1 January 2016 24,129 31,773 57,724 67,244 180,870 Change in fair value (10,056 ) (11,723 ) (17,973 ) (19,481 ) (59,233 ) Translation difference 293 351 564 623 1,831 At 31 December 2016 14,366 20,401 40,315 48,386 123,468 Change in fair value (7,668 ) (11,792 ) (25,756 ) (24,847 ) (70,063 ) Translation difference 415 564 1,049 1,421 3,449 At 31 December 2017 7,113 9,173 15,608 24,960 56,854 Change in fair value of convertible preference shares 1,659 2,140 3,574 (5,305 ) 2,068 Preference shares converted into ordinary shares on 19 December 2018 (8,618 ) (11,113 ) (18,842 ) (19,341 ) (57,914 ) Translation difference (154 ) (200 ) (340 ) (314 ) (1,008 ) At 31 December 2018 — — — — — |
Asset Reinstatement Obligatio_2
Asset Reinstatement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Asset reinstatement obligations [abstract] | |
Schedule of asset reinstatement obligations | 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 At 1 January 532 206 262 Additions 6 202 — Unwinding of discount 12 5 4 Reversal of provision of reinstatement (220 ) (103 ) (34 ) Utilized (131 ) (55 ) (18 ) Translation difference 7 7 (4 ) At 31 December 206 262 210 Current 188 96 43 Non-current 18 166 167 206 262 210 |
Tax Expense (Tables)
Tax Expense (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tax expense [abstract] | |
Schedule of income tax expense in the consolidated statements of profit or loss | 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Current tax expense Current income tax charge (19 ) (68 ) (41 ) Over/(Under) provision in prior years 10 (7 ) (75 ) (9 ) (75 ) (116 ) Deferred tax expense Relating to origination and reversal of temporary differences (1 ) — — Total tax expense (10 ) (75 ) (116 ) Reconciliation of effective tax rate 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Profit/(Loss) before tax 40,080 54,983 (35,339 ) Tax calculated using Singapore tax rate of 17% (31/12/2017: 17%; 31/12/2016: 17%) (6,814 ) (9,347 ) 6,008 Non-deductible expenses (1,624 ) (1,209 ) (1,175 ) Income not subject to taxation 10,081 12,374 88 Deferred tax assets not recognized (1,820 ) (2,013 ) (4,966 ) Utilisation of tax losses — — (86 ) Tax rate differential 157 127 90 Over/(Under) provision of tax in prior years 10 (7 ) (75 ) (10 ) (75 ) (116 ) |
Schedule of deferred tax benefits | 31/12/2017 31/12/2018 Gross Tax Gross Tax US$’000 US$’000 US$’000 US$’000 Unutilized tax losses 88,043 14,968 114,326 19,436 Difference in depreciation for tax purposes 4,813 818 7,685 1,306 Provisions 977 166 1,036 176 93,833 15,952 123,047 20,918 |
Schedule of deferred tax liabilities | Balance as at Recognized Currency Recognized Balance as at Currency Balance as at US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Goodwill 289 — 12 — 301 — 301 Revaluation of building — — — 1,142 1,142 (25 ) 1,117 Others 8 (8 ) — — — — — 297 (8 ) 12 1,142 1,443 (25 ) 1,418 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other payables [abstract] | |
Schedule of trade and other payables | 31/12/2017 31/12/2018 US$’000 US$’000 Current Trade payables 3,930 3,913 Other payables 3,002 6,538 Refund liabilities 674 616 Accrued operating expenses 3,686 8,512 Deferred government grants 92 90 11,384 19,669 Non-current Other accruals 149 169 Deferred government grants 188 95 Deposit 76 113 413 377 |
Interest-Bearing Loans and Bo_2
Interest-Bearing Loans and Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Interest-bearing loans and borrowings [Abstract] | |
Schedule of Interest-Bearing Loans and Borrowings | 31/12/2017 31/12/2018 US$’000 US$’000 Current Secured term loan 987 979 Unsecured term loan 102 10,765 Venture debt term loan 1,544 — Trust receipts 20,467 22,965 Loans from a shareholder of a subsidiary 22 — Loans from external party — 59 Promissory note — 29 Obligation under finance lease 49 53 Other borrowings 6,637 7,297 29,808 42,147 31/12/2017 31/12/2018 US$’000 US$’000 Non-current Secured term loan 18,189 17,212 Unsecured term loan 10,488 — Obligation under finance lease 58 4 28,735 17,216 58,543 59,363 |
Schedule of terms and debt repayment | 2018 2017 Currency Tenure Face Carrying Face Carrying Secured term loan SGD 2019 to 2036 18,191 18,191 19,176 19,176 Unsecured term loan SGD May 2019 10,765 10,765 11,041 10,590 Venture debt term loan SGD 2018 – – 1,544 1,544 Trust receipts SGD January to June 2019 22,965 22,965 20,467 20,467 Other borrowings SGD January to May 2019 7,297 7,297 6,637 6,637 Others Various 145 145 129 129 59,363 59,363 58,994 58,543 |
Contract Liabilities (Tables)
Contract Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Contract liabilities [abstract] | |
Schedule of consideration received from customers | 31/12/2017 31/12/2018 US$'000 US$'000 Advances from customers 2,925 3,084 Customer loyalty credits 379 516 Sell back liabilities 122 697 3,426 4,297 |
Loan from Shareholders (Tables)
Loan from Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Loan from Shareholders [Abstract] | |
Schedule of loan from shareholders | Note 31/12/2017 31/12/2018 US$’000 US$’000 Shareholder 1 i) — 10,215 Shareholder 2 ii) — 4,973 — 15,188 The loan from shareholders is part of the backstop agreement as further described in Note 38. i) Shareholders loan 1 is originally repayable on 19 March 2019. The repayment period has been extended to 17 June 2019 via a signed amended addendum to the backstop agreement. ii) Shareholders loan 2 is originally repayable on 19 March 2019. The repayment period has been extended to 3 May 2019 with a further option to extend to 2 June 2019 subject to Shareholder 2’s approval via a signed amended addendum to the backstop agreement. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue [Abstract] | |
Schedule of revenue | 31/12/2016 31/12/2017 31/12/2018 Timing of revenue recognition US$’000 US$’000 US$’000 Merchandise revenue Merchandise revenue recognized at a point in time 125,769 104,347 83,412 Marketplace revenue Service revenue recognized at a point in time 2,234 3,056 4,498 Rental revenue Short-term rental revenue recognized over time — 336 469 128,003 107,739 88,379 |
Schedule of trade receivables and contract liabilities | Note 31/12/2017 31/12/2018 US$’000 US$’000 Trade receivables 11 3,600 3,890 Contract liabilities 21 (3,426 ) (4,297 ) |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other income [abstract] | |
Schedule of other income | 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Maintenance income 9 9 9 Forfeiture of customer deposit 151 — 50 Others 390 406 617 550 415 676 |
Other Expenses (Tables)
Other Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other expenses [abstract] | |
Schedule of other expenses | 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Foreign exchange losses, net 1,037 914 716 Others 120 9 15 1,157 923 731 |
Finance Costs and Income (Table
Finance Costs and Income (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Finance Costs And Income | |
Schedule of Finance costs and income | Note 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Interest expense: Bank borrowings 1,900 3,186 3,466 Others 8 64 67 1,908 3,250 3,533 Less: Finance costs capitalized in leasehold land 5 (111 ) — — 1,797 3,250 3,533 Interest income – bank deposits (35 ) (14 ) (7 ) |
Profit_(Loss) Before Tax (Table
Profit/(Loss) Before Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Profit/(Loss) Before Tax [Abstract] | |
Schedule of expenses recognized in profit or loss | Note 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Inventories recognized in cost of revenue 94,373 77,496 65,575 Inventories written down/(reversed) 259 (45 ) 353 Allowance for doubtful debt 5 — — Expected credit loss allowance — — 60 Freight and delivery charges 7,498 7,894 5,955 Employee compensation 31 15,779 13,086 9,769 Intangible assets disposed 88 — — Legal and professional fees 1,557 567 3,419 Rental on operating leases 2,554 1,605 1,407 Payment transaction fees 3,474 3,017 2,905 |
Profit_(Loss) Per Share (Tables
Profit/(Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Profit/(Loss) Per Share [Abstract] | |
Schedule of basic earnings per share | 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 I. Profit/(loss) attributable to ordinary equity holders of the parent (basic): Profit/(loss) for the year, attributable to ordinary equity holders of the parent 40,654 55,365 (35,239 ) 31/12/2016 31/12/2017 31/12/2018 Reebonz Reebonz Reebonz (Restated)* (Restated)* II. Weighted-average number of ordinary shares in thousands (basic) Issued ordinary shares at 1 January 10,564 10,564 6,029 Conversion of ordinary shares at ratio 0.56 (4,648 ) (4,724 ) — Effect of shares issued in February 2017 — 120 — Effect of shares issued in March 2017 — 53 — Effect of conversion of preference shares — — 402 Convertible loan into ordinary shares — — 6 Promissory note into ordinary shares — — 3 Issued share capital — — 61 Backstop shares — — 66 Effect of reverse split at ratio 8:1 in March 2019 (5,176 ) (5,261 ) (5,746 ) Effect of share rights 42 42 — Weighted-average number of ordinary shares at 31 December, as adjusted for subsequent reverse split 782 794 821 Basic profit/(loss) per share (US$ per share) 51.99 69.73 (42.92 ) |
Schedule of diluted earnings per share | 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 I. Profit/(loss) attributable to ordinary equity holders of the parent (diluted): Profit/(loss) attributable to ordinary equity holders of the parent 40,654 55,365 (35,239 ) Change in fair value of convertible preference shares: Series A (10,056 ) (7,668 ) 1,659 Series B (11,723 ) (11,792 ) 2,140 Series C (17,973 ) (25,756 ) 3,574 Series D (19,481 ) (24,847 ) (5,305 ) Unwinding of discount on contingent settlement provision (4 ) 58 63 Loss attributable to ordinary equity holders of the parent (diluted) (18,583 ) (14,640 ) (33,108 ) 31/12/2016 31/12/2017 31/12/2018 Reebonz Reebonz Reebonz (Restated)* (Restated)* II. Weighted-average number of ordinary shares in thousands (diluted) Weighted-average number of ordinary shares (basic) 782 794 821 Effect of conversion of preference shares 1,411 1,411 1,361 Effect of share options on issue 163 69 55 2,356 2,274 2,237 Diluted loss per share (US$ per share) (7.89 ) (6.44 ) (14.80 ) * Due to the business combination as described in Note 38, the comparative information have also been restated to reflect the denominator used in earnings per share for comparative periods. |
Share-based Payments (Tables)
Share-based Payments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payments | |
Schedule of weighted average exercise prices | 31/12/2016 31/12/2017 31/12/2018 Number WAEP Number WAEP Number WAEP Outstanding at 1 January 4,345,188 2.21 4,374,250 2.24 4,217,000 2.21 - Granted 249,000 3.63 — — 559,875 2.04 - Forfeited (219,938 ) 3.23 (139,750 ) 3.10 (132,500 ) 3.03 - Expired — — (17,500 ) 0.72 (56,875 ) 0.93 Outstanding at 31 December 4,374,250 2.24 4,217,000 2.21 4,587,500 2.24 Exercisable at 31 December 2,471,458 1.77 3,314,333 1.97 3,835,208 2.17 |
Schedule of stock options granted | Grant date/employees entitled Number of Number of Vesting Contractual On 10 August 2012 150,000 150,000 3 years 5 years 60,000 230,000 4 years 5 years — 37,500 4 years 5 years 75,000 75,000 3 years 5 years 30,000 207,187 4 years 5 years On 7 March 2013 96,000 96,000 3 years 5 years 40,000 402,188 4 years 5 years On 23 February 2014 240,000 240,000 3 years 5 years 425,000 1,153,750 4 years 5 years On 5 September 2014 25,000 120,000 4 years 5 years On 12 November 2014 30,000 30,000 3 years 5 years 35,000 157,500 4 years 5 years On 12 February 2015 72,000 72,000 3 years 5 years 59,500 340,000 4 years 5 years On 16 October 2015 70,000 70,000 3 years 5 years 200,000 529,500 4 years 5 years On 15 April 2016 20,000 20,000 3 years 5 years 20,000 142,000 4 years 5 years On 23 February 2018 60,000 60,000 3 years 5 years 139,000 319,000 4 years 5 years On 31 July 2018 18,000 18,000 3 years 5 years 36,000 117,875 4 years 5 years Total share options 1,900,500 4,587,500 |
Schedule of fair value options granted | 31/12/2016 31/12/2017 31/12/2018 Expected volatility (%) 49.5 to 51.0 N/A 38.9 to 49.1 Risk-free interest rate (%) 1.28 to 1.76 N/A 1.91 to 2.39 Expected life of share options (years) 3.25 to 6.25 N/A 3.25 to 6.50 Weighted average share price US$ 8.20 N/A 2.58 |
Material Partly-owned Subsidi_2
Material Partly-owned Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Material Partly-owned Subsidiaries | |
Schedule of subsidiaries that has NCI that is material to the Group | Name of Subsidiaries Held by Reebonz Holding Limited Principal Proportion of (Loss)/Profit Accumulated % US$'000 US$'000 31 December 2017 Reebonz Korea Korea 50.8 (122 ) 421 31 December 2018 Reebonz Korea Korea 41.6 63 2,323 Held by Reebonz Korea 31 December 2017 Invitree Co., Ltd Korea 55.7 (332 ) (1,860 ) 31 December 2018 Invitree Co., Ltd Korea 47.4 (277 ) (2,081 ) |
Schedule of financial information about subsidiaries with material NCI | Sub-consolidation of 31/12/2017 31/12/2018 US$'000 US$'000 Summarized statement of financial position Current assets 3,204 3,728 Non-current assets 172 155 Goodwill 1,568 1,542 Current liabilities (6,727 ) (3,020 ) Non-current liabilities (302 ) (297 ) Total (deficit)/surplus (2,085 ) 2,108 Attributable to NCI, allocated according to changes in equity interest during the year (1,439 ) 242 Sub-consolidation of 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Summarized statement of comprehensive income Revenue 19,370 21,092 21,841 Loss for the year (1,096 ) (835 ) (416 ) Other comprehensive (loss)/income (3 ) (28 ) 9 Total comprehensive loss (1,099 ) (863 ) (407 ) Attributable to NCI, allocated according to changes in equity interest during the year (574 ) (454 ) (214 ) Summarized cash flow information Operating 242 (458 ) (3,543 ) Investing (91 ) (10 ) (7 ) Financing — — 3,597 Net increase/(decrease) in cash and cash equivalents 151 (468 ) 47 |
Employee Compensation (Tables)
Employee Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Employee compensation [abstract] | |
Schedule of employee compensation | 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Included in: Fulfillment expenses 4,395 3,943 3,139 Marketing expenses 1,780 1,783 1,207 Technology and content expenses 2,625 2,400 1,925 General and administrative expenses 6,979 4,960 3,498 Total employee compensation 15,779 13,086 9,769 |
Depreciation and Amortization (
Depreciation and Amortization (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Depreciation and amortisation expense [abstract] | |
Schedule of depreciation and amortization | 31/12/2016 31/12/2017 31/12/2018 US$’000 US$’000 US$’000 Included in: Technology and content expenses 708 707 668 General and administrative expenses 512 1,561 1,697 1,220 2,268 2,365 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair value measurement [abstract] | |
Schedule of fair value measurement hierarchy for liabilities | Level 2 Date of valuation US$’000 Unsecured term loans 31 December 2017 11,041 Unsecured term loans 31 December 2018 10,765 Level 3 Date of valuation US$’000 Convertible preference shares 31 December 2017 56,854 Convertible preference shares 31 December 2018 — |
Schedule of fair value measurements using significant unobservable inputs (Level 3) | Description Valuation techniques Unobservable inputs Weighted average Sensitivity of the input to fair value 31 December 2017 Convertible preference shares Hybrid method comprising of: ● Probability Weighted Expected Return Method ● Option Pricing Method ● Discounted Cash Flow Method and ● Market Method ● Time to IPO ● Time to non-IPO liquidity event ● IPO price ● WACC ● Time to IPO is 0.66 year ● Time to non-IPO liquidity event is 1 year ● IPO price of US$5.62 ● WACC of 15.3% The estimated fair value would decrease by 5% if: ● Time to IPO was higher by 0.34 year ● Time to non-IPO liquidity event was higher by 30 years The estimated fair value would increase/(decrease) by 5% if ● IPO price was higher/(lower) by US$0.33 ● WACC was lower/(higher) by 9.62%/11.18% |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment information [abstract] | |
Schedule of geographical information | Southeast Asia North Asia Singapore Malaysia Indonesia The Subtotal South Hong China The Subtotal Australia Others Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 31 December 2016 Revenue from external customers* 32,081 7,829 11,231 2,916 54,057 19,359 11,550 8,329 8,189 47,427 20,297 6,222 128,003 Non-current assets Property and equipment 18,707 39 24 6 18,776 33 7 1 23 64 81 — 18,921 Leasehold land 5,010 — — — 5,010 — — — — — — — 5,010 Intangible assets 1,613 — — 1 1,614 10 — 1 1 12 — — 1,626 Goodwill — — — — — 1,504 — — — 1,504 — — 1,504 31 December 2017 Revenue from external customers* 21,854 4,444 7,725 1,520 35,543 21,092 8,733 14,169 6,102 50,096 13,101 8,999 107,739 Non-current assets Property and equipment 28,571 130 12 4 28,717 21 7 1 14 43 39 6 28,805 Leasehold land 5,022 — — — 5,022 — — — — — — — 5,022 Intangible assets 1,424 — — — 1,424 4 — — 1 5 — — 1,429 Goodwill — — — — — 1,568 — — — 1,568 — — 1,568 * The geographical information above is derived based on the registered billing address of the customers Southeast Asia North Asia Singapore Malaysia Indonesia The Subtotal South Hong China The Subtotal Australia Others Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 31 December 2018 Revenue from external customers* 20,111 4,316 4,336 1,256 30,019 21,838 6,689 10,760 5,423 44,710 6,760 6,890 88,379 Non-current assets Property and equipment 26,793 72 7 2 26,874 12 3 1 9 25 12 4 26,915 Leasehold land 4,728 — — — 4,728 — — — — — — — 4,728 Intangible assets 1,061 — — — 1,061 — — — — — — — 1,061 Goodwill — — — — — 1,542 — — — 1,542 — — 1,542 * The geographical information above is derived based on the registered billing address of the customers |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and contingencies [abstract] | |
Schedule of capital expenditures | 31/12/2017 31/12/2018 US$'000 US$'000 Office building 783 374 Property and equipment 306 301 |
Schedule of future minimum rentals payable under non-cancellable operating leases | 31/12/2017 31/12/2018 US$'000 US$'000 Within one year 1,080 738 After one year but not more than five years 768 228 1,848 966 |
Schedule of future minimum rentals receivable under non-cancellable operating leases | 31/12/2017 31/12/2018 US$'000 US$'000 Within one year 308 566 After one year but not more than five years 515 594 823 1,160 |
Schedule of future minimum lease payments under finance leases | 31/12/2017 31/12/2018 Minimum Interest Present Minimum Interest Present US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 Within one year 56 (7 ) 49 55 (2 ) 53 After one year but not more than five years 62 (4 ) 58 4 — 4 118 (11 ) 107 59 (2 ) 57 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related party transactions [abstract] | |
Schedule of sales and purchase of goods and services | 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Maintenance income (9 ) (9 ) (9 ) Rental income (8 ) (2 ) (15 ) Platform development costs 25 — — |
Schedule of related party balances | Note 31/12/2017 31/12/2018 US$'000 US$'000 Related party receivables 11 11 — Loan from shareholders 22 — 15,188 |
Schedule of compensation payable to key management personnel | 31/12/2016 31/12/2017 31/12/2018 US$'000 US$'000 US$'000 Salaries, bonus and allowances 1,269 887 749 Employer's contribution to CPF 81 55 45 Employee share option expense 1,868 1,812 334 |
Financial Risk Management Obj_2
Financial Risk Management Objectives and Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial risk management objectives and policies [abstract] | |
Schedule of foreign currency risk | SGD TWD EUR AUD USD HKD KRW Others Total US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 31 December 2017 Financial assets Non-current financial assets — 138 — 115 — 24 146 57 480 Trade and other receivables 1,092 70 — 460 400 564 801 1,238 4,625 Other current financial assets 737 — 221 23 10 1 129 92 1,213 Cash and cash equivalents 2,872 124 — 58 3,243 146 339 530 7,312 4,701 332 221 656 3,653 735 1,415 1,917 13,630 Financial liabilities Convertible preference shares (56,854 ) — — — — — — — (56,854 ) Interest-bearing loans and borrowings (51,876 ) — — — (6,637 ) — (22 ) (8 ) (58,543 ) Contingent settlement provision (307 ) — — — — — — — (307 ) Trade and other payables, excluding deferred government grants (6,616 ) (72 ) (670 ) (439 ) (672 ) (117 ) (1,882 ) (1,049 ) (11,517 ) (115,653 ) (72 ) (670 ) (439 ) (7,309 ) (117 ) (1,904 ) (1,057 ) (127,221 ) Net financial (liabilities)/assets (110,952 ) 260 (449 ) 217 (3,656 ) 618 (489 ) 860 (113,591 ) Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies (110,952 ) 277 — (33 ) 59 320 (489 ) 600 (110,218 ) Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies — (17 ) (449 ) 250 (3,715 ) 298 — 260 (3,373 ) SGD TWD EUR AUD USD HKD KRW Others Total US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 31 December 2018 Financial assets Non-current financial assets — 145 — 109 — 19 143 56 472 Trade and other receivables 1,148 50 36 265 281 669 961 1,260 4,670 Other current financial assets 191 — 217 25 23 1 99 73 629 Cash and cash equivalents 808 99 — 423 295 212 378 389 2,604 Marketable securities held in trust account — — — — 15,196 — — — 15,196 2,147 294 253 822 15,795 901 1,581 1,778 23,571 Financial liabilities Interest-bearing loans and borrowings (51,272 ) — — — (8,026 ) — (59 ) (6 ) (59,363 ) Loan from shareholders — — — — (15,188 ) — — — (15,188 ) Trade and other payables, excluding deferred government grants (14,480 ) (939 ) 5,208 (1,307 ) (5,975 ) (1,773 ) (2,265 ) 1,670 (19,861 ) (65,752 ) (939 ) 5,208 (1,307 ) (29,189 ) (1,773 ) (2,324 ) 1,664 (94,412 ) Net financial (liabilities)/assets (63,605 ) (645 ) 5,461 (485 ) (13,394 ) (872 ) (743 ) 3,442 (70,841 ) Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies (63,605 ) 222 — 524 (6,260 ) 591 (744 ) 240 (69,032 ) Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies — (867 ) 5,461 (1,009 ) (7,134 ) (1,463 ) 1 3,202 (1,809 ) |
Schedule of foreign currency risk sensitivity | 31/12/2017 31/12/2018 Profit Profit TWD against US$ – strengthened (2 ) (87 ) – weakened 2 87 EUR against US$ – strengthened (45 ) 546 – weakened 45 (546 ) AUD against US$ – strengthened 25 (101 ) – weakened (25 ) 101 USD against US$ – strengthened (372 ) (713 ) – weakened 372 713 HKD against US$ – strengthened 30 (146 ) – weakened (30 ) 146 KRW against US$ – strengthened — — – weakened — — Others against US$ – strengthened 26 320 – weakened (26 ) (320 ) |
Summary of maturity profile of the Group's financial liabilities based on contractual undiscounted payments | One year One to More than Total US$’000 US$’000 US$’000 US$’000 31 December 2017 Financial assets Trade and other receivables 4,625 — — 4,625 Other financial assets 1,213 480 — 1,693 Cash and cash equivalents 7,312 — — 7,312 13,150 480 — 13,630 Financial liabilities* Trade and other payables, excluding deferred government grants 11,292 225 — 11,517 Interest-bearing loans and borrowings 31,430 18,055 15,755 65,240 Contingent settlement provision — 307 — 307 42,722 18,587 15,755 77,064 Net financial liabilities (29,572 ) (18,107 ) (15,755 ) (63,434 ) 31 December 2018 Financial assets Trade and other receivables 4,670 — — 4,670 Other financial assets 629 472 — 1,101 Cash and cash equivalents 2,604 — — 2,604 Marketable securities held in trust account 15,196 — — 15,196 23,099 472 — 23,571 Financial liabilities Trade and other payables, excluding deferred government grants 19,579 282 — 19,861 Interest-bearing loans and borrowings 43,595 7,377 14,897 65,869 Loan from shareholders 15,188 — — 15,188 78,362 7,659 14,897 100,918 Net financial liabilities (55,263 ) (7,187 ) (14,897 ) (77,347 ) * Excludes convertible preference shares because redemption is unlikely, attributable to the expected business combination. Loans and Financial Other Total US$’000 US$’000 US$’000 US$’000 31 December 2017 Financial assets Current Trade and other receivables 4,625 — — 4,625 Other current financial assets 1,213 — — 1,213 Cash and cash equivalents 7,312 — — 7,312 13,150 — — 13,150 Non-current Non-current financial assets 480 — — 480 Total financial assets 13,630 — — 13,630 Financial liabilities Current Trade and other payables, excluding deferred government grants — — 11,292 11,292 Interest-bearing loans and borrowings — — 29,808 29,808 — — 41,100 41,100 Non-current Interest-bearing loans and borrowings — — 28,735 28,735 Convertible preference shares — 56,854 — 56,854 Trade and other payables, excluding deferred government grants — — 225 225 Contingent settlement provision — — 307 307 Total financial liabilities — 56,854 70,367 127,221 Amortized Financial Other Total US$’000 US$’000 US$’000 US$’000 31 December 2018 Financial assets Current Marketable securities held in trust account 15,196 — — 15,196 Trade and other receivables 4,670 — — 4,670 Other current financial assets 629 — — 629 Cash and cash equivalents 2,604 — — 2,604 23,099 — — 23,099 Non-current Non-current financial assets 472 — — 472 Total financial assets 23,571 — — 23,571 Financial liabilities Current Trade and other payables, excluding deferred government grants — — 19,579 19,579 Interest-bearing loans and borrowings — — 42,147 42,147 — — 61,726 61,726 Non-current Interest-bearing loans and borrowings — — 17,216 17,216 Loan from shareholders — — 15,188 15,188 Trade and other payables, excluding deferred government grants — — 282 282 Total financial liabilities — — 94,412 94,412 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combination | |
Schedule of net liability | US$'000 Cash and cash equivalent 3 Current assets 4 Accounts payable (7,173 ) |
Basis of preparation (Details)
Basis of preparation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basis of Preparation (Textual) | ||||
Operating loss | $ 13,160 | $ 11,336 | $ 16,784 | |
Shareholders' deficit | (21,545) | (57,720) | (117,241) | $ (164,477) |
Tax losses carried forward | 114,326 | 88,043 | 75,296 | |
Unrecognized deferred tax assets | 20,918 | 15,952 | $ 13,939 | |
Net current liabilities | 7,106 | 37,085 | ||
Trust receipts financing amount due to financial institutions | 20,467 | 22,965 | ||
Trust receipts financing amount to secured by first legal charge | 17,988 | 18,189 | ||
Carrying value of leasehold land and building amount | 30,444 | 32,188 | ||
Other short-term borrowings from third parties | 7,297 | 6,637 | ||
Unsecured term loan | $ 10,765 | 10,590 | ||
Description of public offering | Expectation of successful completion of a public offering of approximately US$20,000,000 based on the registration statement that the Company has filed with Securities and Exchange Commission ("SEC") on 4 April 2019. | |||
Recognizes refund liabilities included in trade and other payables amount | $ 616 | 674 | ||
Recognises related assets for rights to recover returned goods as inventories amount | $ 439 | $ 462 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture and fittings [Member] | |
StatementsLineItems [Line Items] | |
Estimated useful lives for the current and comparative years | 3 years |
Motor vehicles [Member] | |
StatementsLineItems [Line Items] | |
Estimated useful lives for the current and comparative years | 5 years |
Office equipment [Member] | |
StatementsLineItems [Line Items] | |
Estimated useful lives for the current and comparative years | 3 years |
Leasehold improvements [Member] | |
StatementsLineItems [Line Items] | |
Estimated useful lives for the current and comparative years | 3 years |
Computers and software [Member] | |
StatementsLineItems [Line Items] | |
Estimated useful lives for the current and comparative years | 3 years |
Building [Member] | |
StatementsLineItems [Line Items] | |
Estimated useful lives for the current and comparative years | 28 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
Platform development costs [Member] | |
StatementsLineItems [Line Items] | |
Amortization of intangibles assets | 5 years |
Software [Member] | |
StatementsLineItems [Line Items] | |
Amortization of intangibles assets | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Line Items [Line Items] | |||
Trade and other payables | $ 19,669 | $ 11,384 | $ 12,934 |
Deferred revenue | |||
Contract liabilities | 4,297 | 3,426 | $ 3,085 |
Advances from customers | |||
Provision for sales returns | |||
Adjustments [Member] | |||
Statement Line Items [Line Items] | |||
Trade and other payables | 616 | 674 | |
Deferred revenue | (516) | (379) | |
Contract liabilities | 4,297 | 3,426 | |
Advances from customers | (3,084) | (2,925) | |
Provision for sales returns | (1,313) | (796) | |
IAS [Member] | |||
Statement Line Items [Line Items] | |||
Trade and other payables | 19,053 | 10,710 | |
Deferred revenue | 516 | 379 | |
Contract liabilities | |||
Advances from customers | 3,084 | 2,925 | |
Provision for sales returns | $ 1,313 | $ 796 |
Significant Accounting Polici_7
Significant Accounting Policies (Details 3) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Significant Accounting Policies | |
Allowance for impairment trade and other receivables | $ 29 |
Adjusted on initial application | |
Balance at 1 January 2018 under IFRS 9 | $ 29 |
Significant Accounting Polici_8
Significant Accounting Policies (Details 4) | 12 Months Ended |
Dec. 31, 2018 | |
Original classification under IAS 39 [Member] | |
Financial assets | |
Non-current financial assets | Loans and receivables |
Trade and other receivables | Loans and receivables |
Other current financial assets | Loans and receivables |
Cash and cash equivalents | Loans and receivables |
New classification under IFRS 9 [Member] | |
Financial assets | |
Non-current financial assets | Amortised cost |
Trade and other receivables | Amortised cost |
Other current financial assets | Amortised cost |
Cash and cash equivalents | Amortised cost |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cost | |||
Balance | $ 31,348 | $ 21,611 | |
Additions | 138 | 3,893 | |
Disposals | (360) | (997) | |
Reclassification | |||
Revaluation surplus | 5,949 | ||
Currency translation difference | (537) | 892 | |
Balance | 30,589 | 31,348 | |
Accumulated depreciation | |||
Balance | 2,543 | 2,690 | |
Depreciation charge | 1,572 | 1,479 | |
Disposals | (360) | (988) | |
Reclassification | |||
Elimination of accumulated depreciation on revaluation | (737) | ||
Currency translation difference | (81) | 99 | |
Balance | 3,674 | 2,543 | |
Carrying amounts | |||
Carrying amounts | 26,915 | 28,805 | $ 18,921 |
Furniture and fittings [Member] | |||
Cost | |||
Balance | 336 | 338 | |
Additions | 1 | 52 | |
Disposals | (66) | ||
Reclassification | |||
Revaluation surplus | |||
Currency translation difference | (6) | 12 | |
Balance | 331 | 336 | |
Accumulated depreciation | |||
Balance | 284 | 310 | |
Depreciation charge | 25 | 24 | |
Disposals | (66) | ||
Reclassification | |||
Elimination of accumulated depreciation on revaluation | |||
Currency translation difference | (5) | 16 | |
Balance | 304 | 284 | |
Carrying amounts | |||
Carrying amounts | 27 | 52 | 28 |
Motor vehicles [Member] | |||
Cost | |||
Balance | 56 | 69 | |
Additions | 1 | ||
Disposals | (17) | ||
Reclassification | |||
Revaluation surplus | |||
Currency translation difference | (1) | 3 | |
Balance | 55 | 56 | |
Accumulated depreciation | |||
Balance | 46 | 43 | |
Depreciation charge | 6 | 8 | |
Disposals | (7) | ||
Reclassification | |||
Elimination of accumulated depreciation on revaluation | |||
Currency translation difference | (1) | 2 | |
Balance | 51 | 46 | |
Carrying amounts | |||
Carrying amounts | 4 | 10 | 26 |
Office equipment [Member] | |||
Cost | |||
Balance | 1,739 | 650 | |
Additions | 34 | 212 | |
Disposals | |||
Reclassification | 850 | ||
Revaluation surplus | |||
Currency translation difference | (32) | 27 | |
Balance | 1,741 | 1,739 | |
Accumulated depreciation | |||
Balance | 757 | 427 | |
Depreciation charge | 312 | 309 | |
Disposals | (1) | ||
Reclassification | (4) | ||
Elimination of accumulated depreciation on revaluation | |||
Currency translation difference | (21) | 26 | |
Balance | 1,048 | 757 | |
Carrying amounts | |||
Carrying amounts | 693 | 982 | 223 |
Leasehold improvements [Member] | |||
Cost | |||
Balance | 1,106 | 1,307 | |
Additions | 75 | 478 | |
Disposals | (321) | (907) | |
Reclassification | 207 | ||
Revaluation surplus | |||
Currency translation difference | (17) | 21 | |
Balance | 843 | 1,106 | |
Accumulated depreciation | |||
Balance | 621 | 1,218 | |
Depreciation charge | 131 | 284 | |
Disposals | (321) | (907) | |
Reclassification | |||
Elimination of accumulated depreciation on revaluation | |||
Currency translation difference | (13) | 26 | |
Balance | 418 | 621 | |
Carrying amounts | |||
Carrying amounts | 425 | 485 | 89 |
Computers and software [Member] | |||
Cost | |||
Balance | 945 | 880 | |
Additions | 28 | 33 | |
Disposals | (39) | (7) | |
Reclassification | 6 | ||
Revaluation surplus | |||
Currency translation difference | (20) | 33 | |
Balance | 914 | 945 | |
Accumulated depreciation | |||
Balance | 835 | 692 | |
Depreciation charge | 88 | 117 | |
Disposals | (39) | (7) | |
Reclassification | 4 | ||
Elimination of accumulated depreciation on revaluation | |||
Currency translation difference | (20) | 29 | |
Balance | 864 | 835 | |
Carrying amounts | |||
Carrying amounts | 50 | 110 | 188 |
Building [Member] | |||
Cost | |||
Balance | 27,166 | ||
Additions | 3,117 | ||
Disposals | |||
Reclassification | 18,099 | ||
Revaluation surplus | 5,949 | ||
Currency translation difference | (461) | 1 | |
Balance | 26,705 | 27,166 | |
Accumulated depreciation | |||
Balance | |||
Depreciation charge | 1,010 | 737 | |
Disposals | |||
Reclassification | |||
Elimination of accumulated depreciation on revaluation | (737) | ||
Currency translation difference | (21) | ||
Balance | 989 | ||
Carrying amounts | |||
Carrying amounts | 25,716 | 27,166 | |
Assets under construction [Member] | |||
Cost | |||
Balance | 18,367 | ||
Additions | |||
Disposals | |||
Reclassification | (19,162) | ||
Revaluation surplus | |||
Currency translation difference | 765 | ||
Balance | |||
Accumulated depreciation | |||
Balance | |||
Depreciation charge | |||
Disposals | |||
Reclassification | |||
Elimination of accumulated depreciation on revaluation | |||
Currency translation difference | |||
Balance | |||
Carrying amounts | |||
Carrying amounts | $ 18,367 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Motor vehicles [Member] | ||
Property and Equipment (Textual) | ||
Finance lease obligation | $ 1,800 | $ 4,800 |
Telephony system [Member] | ||
Property and Equipment (Textual) | ||
Finance lease obligation | $ 46,300 | $ 94,200 |
Leasehold Land (Details)
Leasehold Land (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
StatementsLineItems [Line Items] | ||
Beginning balance | $ 5,022 | $ 5,010 |
Ending balance | 4,728 | 5,022 |
Cost [Member] | ||
StatementsLineItems [Line Items] | ||
Beginning balance | 5,622 | 5,389 |
Currency translation difference | (95) | 233 |
Ending balance | 5,527 | 5,622 |
Accumulated amortization | ||
StatementsLineItems [Line Items] | ||
Beginning balance | 600 | 379 |
Amortization of the year | 213 | 199 |
Currency translation difference | (14) | 22 |
Ending balance | 799 | 600 |
Carrying Amounts [Member] | ||
StatementsLineItems [Line Items] | ||
Beginning balance | 5,022 | 5,010 |
Ending balance | $ 4,728 | $ 5,022 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cost | |||
Balance | $ 3,639 | $ 3,164 | |
Additions | 224 | 338 | |
Currency translation difference | (62) | 137 | |
Balance | 3,801 | 3,639 | |
Accumulated amortization | |||
Balance | 2,210 | 1,538 | |
Amortization of the year | 580 | 590 | |
Currency translation difference | (50) | 82 | |
Balance | 2,740 | 2,210 | |
Carrying amounts | |||
Carrying amounts | 1,061 | 1,429 | $ 1,626 |
Platform development costs [Member] | |||
Cost | |||
Balance | 2,667 | 2,280 | |
Additions | 224 | 814 | |
Currency translation difference | (46) | 99 | |
Balance | 2,845 | 2,667 | |
Accumulated amortization | |||
Balance | 1,513 | 1,005 | |
Amortization of the year | 442 | 452 | |
Currency translation difference | (34) | 56 | |
Balance | 1,921 | 1,513 | |
Carrying amounts | |||
Carrying amounts | 924 | 1,154 | 1,275 |
Software [Member] | |||
Cost | |||
Balance | 972 | 884 | |
Additions | 50 | ||
Currency translation difference | (16) | 38 | |
Balance | 956 | 972 | |
Accumulated amortization | |||
Balance | 697 | 533 | |
Amortization of the year | 138 | 138 | |
Currency translation difference | (16) | 26 | |
Balance | 819 | 697 | |
Carrying amounts | |||
Carrying amounts | $ 137 | $ 275 | $ 351 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets (Textual) | |||
Platform development costs capitalized, research and development costs | $ 3,038 | $ 3,958 | $ 4,195 |
Amortization of intangible assets recognized in technology and content expenses | $ 580 | $ 590 | $ 580 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
StatementsLineItems [Line Items] | |||
Carrying amount of goodwill | $ 1,542 | $ 1,568 | $ 1,504 |
Reebonz Korea [Member] | |||
StatementsLineItems [Line Items] | |||
Carrying amount of goodwill | 834 | 834 | |
Invitree [Member] | |||
StatementsLineItems [Line Items] | |||
Carrying amount of goodwill | 670 | 670 | |
Translation Difference [Member] | |||
StatementsLineItems [Line Items] | |||
Carrying amount of goodwill | $ 38 | $ 64 |
Goodwill (Details 1)
Goodwill (Details 1) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Reebonz Korea [Member] | |||
StatementsLineItems [Line Items] | |||
Revenue CAGR | [1] | 16.70% | 15.60% |
Terminal Growth rates | 3.00% | 3.00% | |
Pre-tax discount rates | 16.50% | 17.80% | |
Invitree [Member] | |||
StatementsLineItems [Line Items] | |||
Revenue CAGR | [1] | 12.30% | 15.60% |
Terminal Growth rates | 3.00% | 3.00% | |
Pre-tax discount rates | 15.90% | 17.30% | |
[1] | Revenue CAGR relates to the revenue compounded annual growth rate for the five-year cash flow projection period. |
Goodwill (Details 2)
Goodwill (Details 2) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Reebonz Limited [Member] | |||
StatementsLineItems [Line Items] | |||
Principal activity | Import, export, wholesale and retail of luxury products | ||
Country of business/incorporation | Singapore | ||
Percentage of ownership interest | 100.00% | 100.00% | |
Draper Oakwood Technology Acquisition, Inc. [Member] | |||
StatementsLineItems [Line Items] | |||
Principal activity | Special purpose acquisition | ||
Country of business/incorporation | United States of America | ||
Percentage of ownership interest | 100.00% | ||
Reebonz Australia [Member] | |||
StatementsLineItems [Line Items] | |||
Principal activity | Provide marketing support and sale of luxury products | ||
Country of business/incorporation | Australia | ||
Percentage of ownership interest | 100.00% | 100.00% | |
Reebonz Korea [Member] | |||
StatementsLineItems [Line Items] | |||
Principal activity | [1] | Import, export, wholesale, retail and rental of luxury products | |
Country of business/incorporation | [1] | Korea | |
Percentage of ownership interest | [1] | 58.40% | 49.20% |
Invitree [Member] | |||
StatementsLineItems [Line Items] | |||
Principal activity | Sale of luxury products | ||
Country of business/incorporation | Korea | ||
Percentage of ownership interest | 90.00% | 90.00% | |
[1] | The Company is entitled to appoint and has the majority of directors who direct key activities of the entity. The Company concluded that it has control over Reebonz Korea as it has power to direct the relevant activities of Reebonz Korea and is exposed to the variable. During the year, the Group increased its shareholding in Reebonz Korea from 49.2% to 58.4%. Refer to Note 30 for further details. |
Goodwill (Details Textual)
Goodwill (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill (Textual) | ||
Recoverable amounts | $ 20,273 | $ 32,012 |
Reebonz Korea [Member] | ||
Goodwill (Textual) | ||
Percentage of decrease in forecasted annual revenue | 8.00% | 9.00% |
Reebonz Korea [Member] | Minimum [Member] | ||
Goodwill (Textual) | ||
Percentage of increased ownership interest | 49.20% | |
Reebonz Korea [Member] | Maximum [Member] | ||
Goodwill (Textual) | ||
Percentage of increased ownership interest | 58.40% | |
Invitree [Member] | ||
Goodwill (Textual) | ||
Percentage of decrease in forecasted annual revenue | 7.00% | 12.00% |
Non-current and Current Finan_3
Non-current and Current Financial Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Non-current | ||
Deposits | $ 472 | $ 480 |
Current | ||
Deposits | 629 | 1,177 |
Others | 10 | 36 |
Total current financial assets | $ 629 | $ 1,213 |
Marketable Securities Held in_3
Marketable Securities Held in Trust Account (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Marketable securities held in trust account [Abstract] | |||
Marketable securities held in trust account | $ 15,196 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Inventories [abstract] | |||
Products available for sale | $ 16,930 | $ 18,963 | |
Products available for rent | 526 | 547 | |
Goods in transit | 1,509 | 2,472 | |
Total inventories at lower of cost and net realizable value | $ 18,965 | $ 21,982 | $ 23,669 |
Inventories (Details Textual)
Inventories (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventories (Textual) | |||
Recognized as a expense/(reversal) for inventories | $ 353 | $ 45 | $ 259 |
Cost of inventories | $ 65,575 | $ 77,496 | $ 94,373 |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Trade and other receivables | ||
Trade receivables | $ 3,890 | $ 3,600 |
Other receivables | 780 | 1,014 |
Related party | 11 | |
Total trade and other receivables | $ 4,670 | $ 4,625 |
Trade and Other Receivables (_2
Trade and Other Receivables (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Trade and other receivables [Abstract] | |||
Individually impaired, Beginning balance | $ 29 | $ 30 | $ 25 |
Adjusted on initial application of IFRS 9 | |||
Charged during the year | 60 | 5 | |
Written off | (5) | (1) | |
Exchange differences | 1 | (1) | 1 |
Individually impaired, Ending balance | $ 85 | $ 29 | $ 30 |
Trade and Other Receivables (_3
Trade and Other Receivables (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
StatementsLineItems [Line Items] | ||||
Gross carrying amount | $ 4,670 | $ 4,625 | $ 4,502 | |
Impairment loss allowance | (85) | (29) | $ (30) | $ (25) |
Net carrying amount | 3,890 | 3,600 | ||
Trade and other receivables | 4,670 | 4,625 | ||
Impaired Allowance [Member] | ||||
StatementsLineItems [Line Items] | ||||
Trade and other receivables | (30) | |||
Credit Impaired Allowance [Member] | ||||
StatementsLineItems [Line Items] | ||||
Trade and other receivables | (85) | |||
Net Carrying Amount [Member] | ||||
StatementsLineItems [Line Items] | ||||
Trade and other receivables | 4,670 | 4,625 | ||
Cost [Member] | ||||
StatementsLineItems [Line Items] | ||||
Trade and other receivables | $ 4,755 | 4,655 | ||
Less Than 30 Days [Member | ||||
StatementsLineItems [Line Items] | ||||
Weighted average loss rate | 0.10% | |||
Gross carrying amount | $ 1,529 | 1,837 | ||
Not credit impaired allowance | ||||
Credit impaired allowance | (2) | |||
Impairment loss allowance | ||||
Net carrying amount | $ 1,527 | 1,837 | ||
30 - 60 Days [Member | ||||
StatementsLineItems [Line Items] | ||||
Weighted average loss rate | 2.40% | |||
Gross carrying amount | $ 573 | 630 | ||
Not credit impaired allowance | ||||
Credit impaired allowance | (14) | |||
Impairment loss allowance | ||||
Net carrying amount | $ 559 | 630 | ||
61 - 90 days [Member | ||||
StatementsLineItems [Line Items] | ||||
Weighted average loss rate | 18.90% | |||
Gross carrying amount | $ 37 | |||
Not credit impaired allowance | ||||
Credit impaired allowance | (7) | |||
Impairment loss allowance | ||||
Net carrying amount | $ 30 | |||
More Than 90 Days [Member | ||||
StatementsLineItems [Line Items] | ||||
Weighted average loss rate | 9.70% | |||
Gross carrying amount | $ 639 | 192 | ||
Not credit impaired allowance | ||||
Credit impaired allowance | (62) | |||
Impairment loss allowance | (30) | |||
Net carrying amount | $ 577 | 162 | ||
Neither Past Due Nor Impaired [Member | ||||
StatementsLineItems [Line Items] | ||||
Weighted average loss rate | ||||
Gross carrying amount | $ 1,977 | 1,996 | ||
Not credit impaired allowance | ||||
Credit impaired allowance | ||||
Impairment loss allowance | ||||
Net carrying amount | $ 1,977 | $ 1,996 |
Trade and Other Receivables (_4
Trade and Other Receivables (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Trade and Other Receivables (Textual) | |
Description of credit terms | Trade receivables are non-interest bearing and generally have credit terms of 5 to 30 days. |
Prepayments (Details)
Prepayments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepayments (Textual) | ||
Prepayments amount | $ 1,834 | $ 2,034 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash And Cash Equivalents | ||||
Cash at bank and on hand, representing cash and cash equivalents | $ 2,604 | $ 7,312 | $ 11,926 | $ 19,812 |
Share Capital (Details)
Share Capital (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Issued and paid up shares | ||
Ordinary shares | 200,000,000 | 200,000,000 |
Share Capital (Details 1)
Share Capital (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
At Reebonz Limited: | ||||
Convertible preference shares | $ (2,068) | $ 70,063 | $ 59,233 | |
Reebonz [Member] | ||||
StatementsLineItems [Line Items] | ||||
Begnning, shares | 10,766,609 | 10,564,037 | ||
Issuance of new ordinary shares, shares | 202,572 | |||
At inception, shares | 1 | |||
Conversion of 10,766,609 Reebonz Limited ordinary shares at ratio 0.56 to the legal acquirer, Reebonz Holding Limited, shares | 6,029,033 | |||
Convertible preference shares, shares | 11,289,261 | |||
a) Convertible loan, shares | 178,726 | |||
b) Ordinary shares issued on recapitalization with DOTA, shares | 1,796,959 | |||
c) Backstop shares, shares | 1,847,780 | |||
Ending, shares | 21,141,760 | 10,766,609 | 10,564,037 | |
At Reebonz Limited: | ||||
Beginning, Amount | $ 14,481 | $ 12,876 | ||
Issuance of new ordinary shares, amount | 1,605 | |||
At inception, amount | [1] | |||
Conversion of 10,766,609 Reebonz Limited ordinary shares at ratio 0.56 to the legal acquirer, Reebonz Holding Limited, amount | 14,481 | |||
Convertible preference shares | 57,914 | |||
a) Convertible loan, amount | 917 | |||
b) Ordinary shares issued on recapitalization with DOTA, amount | 9,218 | |||
c) Backstop shares, amount | ||||
Ending amount | $ 82,530 | $ 14,481 | $ 12,876 | |
[1] | not meaningful |
Share Capital (Details Textual)
Share Capital (Details Textual) - $ / shares | Mar. 02, 2017 | Dec. 19, 2018 | Feb. 21, 2017 |
Share Capital (Textual) | |||
Ordinary shares per share | $ 0.56 | ||
Description Of ordinary shares issued | On 21 February 2017, 139,292 ordinary shares were issued at US$7.92 (S$11.30) per share. | Convertible Loan was swapped into a Convertible Loan with the Company which in turn, was immediately converted into 178,726 ordinary shares of the Company at an issue price of US$10.27. The holder of the Convertible Loan also received 74,469 bonus Warrants (See Note 15 (c)(iv)) of the Company. | On 2 March 2017, 63,280 ordinary shares were issued at US$7.92 (S$11.30) per share. |
Description of business combination | Each of DOTA’s 3,011,247 outstanding warrants were converted into the Company’s Warrants at a 1:1 ratio. The Warrants C allows the holder to subscribe for the ordinary shares of the Company at a 1:1 basis at an exercise price of US$11.50. The warrants shall lapse and expire after five years from the closing of the business combination. |
Preference shares, convertibl_3
Preference shares, convertible loan and warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
StatementsLineItems [Line Items] | |||
Balance | $ 56,854 | $ 123,468 | $ 180,870 |
Change in fair value | (70,063) | (59,233) | |
Change in fair value of convertible preference shares | 2,068 | ||
Preference shares converted into ordinary shares on 19 December 2018 | 57,914 | ||
Translation difference | (1,008) | 3,449 | 1,831 |
Balance | 56,854 | 123,468 | |
Series A Preference Shares [Member] | |||
StatementsLineItems [Line Items] | |||
Balance | 7,113 | 14,366 | 24,129 |
Change in fair value | (7,668) | (10,056) | |
Change in fair value of convertible preference shares | 1,659 | ||
Preference shares converted into ordinary shares on 19 December 2018 | (8,618) | ||
Translation difference | (154) | 415 | 293 |
Balance | 7,113 | 14,366 | |
Series B Preference Shares [Member] | |||
StatementsLineItems [Line Items] | |||
Balance | 9,173 | 20,401 | 31,773 |
Change in fair value | (11,792) | (11,723) | |
Change in fair value of convertible preference shares | 2,140 | ||
Preference shares converted into ordinary shares on 19 December 2018 | (11,113) | ||
Translation difference | (200) | 564 | 351 |
Balance | 9,173 | 20,401 | |
Series C Preference Shares [Member] | |||
StatementsLineItems [Line Items] | |||
Balance | 15,608 | 40,315 | 57,724 |
Change in fair value | (25,756) | (17,973) | |
Change in fair value of convertible preference shares | 3,574 | ||
Preference shares converted into ordinary shares on 19 December 2018 | (18,842) | ||
Translation difference | (340) | 1,049 | 564 |
Balance | 15,608 | 40,315 | |
Series D Preference Shares [Member] | |||
StatementsLineItems [Line Items] | |||
Balance | 24,960 | 48,386 | 67,244 |
Change in fair value | (24,847) | (19,481) | |
Change in fair value of convertible preference shares | (5,305) | ||
Preference shares converted into ordinary shares on 19 December 2018 | (19,341) | ||
Translation difference | (314) | 1,421 | 623 |
Balance | $ 24,960 | $ 48,386 |
Preference shares, convertibl_4
Preference shares, convertible loan and warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Sep. 05, 2018 | Jul. 01, 2018 | Nov. 07, 2014 | Apr. 30, 2013 | Nov. 09, 2011 | Dec. 08, 2010 | Feb. 05, 2010 | Dec. 19, 2018 | Sep. 18, 2018 | Oct. 31, 2015 | Jan. 06, 2012 | Dec. 21, 2011 | Dec. 31, 2018 | Jul. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 10, 2016 | Dec. 31, 2015 | Jan. 02, 2015 | Apr. 20, 2013 |
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Aggregate number of shares issued | 821 | 135,875 | 6,029 | 782 | 10,564 | |||||||||||||||
Exercise price per share | $ 7.02 | |||||||||||||||||||
Description of warrants | Reebonz Limited issued 130,255 warrants (?2015 Warrants?) to a bank to secure a term loan facility of US$2,908,000 for working capital purpose. This entitles the bank to subscribe for ordinary shares of Reebonz Limited at an exercise price of US$8.37. The warrants shall lapse and expire after four years from their issuance date. If a Qualified IPO does not occur on or before 31 December 2017, the Group shall pay US$363,000 to the bank within 30 days upon the expiration of the warrants (?Contingent Settlement?). | |||||||||||||||||||
Repaid | $ 363 | |||||||||||||||||||
Fair value | $ 599 | |||||||||||||||||||
Description of convertible loan | It was extinguished by shares amounting to US$916,000 and Warrants B below. The Warrants B allows the holder to subscribe for the ordinary shares of the Company at an exercise price of US$11.50. The warrants shall lapse and expire after five years from the closing of the business combination. | The Company entered into a convertible loan agreement of US$1,500,000 for working capital purposes with a maturity date of 6 months and interest of 8% per annum. | ||||||||||||||||||
Description of business combination | Each of DOTA’s 3,011,247 outstanding warrants were converted into the Company’s Warrants at a 1:1 ratio. The Warrants C allows the holder to subscribe for the ordinary shares of the Company at a 1:1 basis at an exercise price of US$11.50. The warrants shall lapse and expire after five years from the closing of the business combination. | |||||||||||||||||||
Preference Shares [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Percentage of shareholders | 50.00% | |||||||||||||||||||
Percentage of voting equity interests acquired | 50.00% | |||||||||||||||||||
Percentage of liquidation preference | 200.00% | |||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Annual dividend rate percentage | 8.00% | |||||||||||||||||||
Convertible preference shares | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
IPO Description | A Qualified IPO is further defined in Series C and D as means (i) the listing of all Ordinary Shares of Reebonz Limited on the Recognized Stock Exchange at a listing price of at least US$11.00 per Ordinary Share (as adjusted for stock splits, stock dividends, and like events), or (ii) a firmly underwritten public offering of Ordinary Shares of Reebonz Limited registered on Form F-1 under the U.S. Securities Act of 1933, managed by a lead underwriter of international standing reasonably acceptable to holders of 51% of the then outstanding Shares (including Preferred Shares on an as-if converted basis), voting as a class, at an offering price to the public of at least US$11.00 per Ordinary Share (as adjusted for stock splits, stock dividends, and like events) and which results in aggregate proceeds to Reebonz Limited (net of underwriters discounts and commissions) of at least US$58,165,000. | |||||||||||||||||||
Reebonz [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Description of warrants | Reebonz Limited issued 88,945 warrants to a financial institution to secure a trade facility of US$3,635,000 for working capital purposes (Note 20). This entitles the financial institution to subscribe for ordinary shares of Reebonz Limited at an exercise price of US$8.22. The warrants shall lapse and expire after five years from their issuance date. | |||||||||||||||||||
Fair value | $ 77 | |||||||||||||||||||
Series A Preference Shares [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Aggregate number of shares issued | 2,181 | |||||||||||||||||||
Total gross proceeds | $ 3,000 | |||||||||||||||||||
Series B Preference Shares [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Aggregate number of shares issued | 3,868,418 | |||||||||||||||||||
Total gross proceeds | $ 8,906 | |||||||||||||||||||
Series C Preference Shares [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Aggregate number of shares issued | 63,139 | 5,970,565 | 525,231 | |||||||||||||||||
Total gross proceeds | $ 2,181 | $ 23,389 | $ 2,058 | |||||||||||||||||
Fair value of the warrants | $ 247 | |||||||||||||||||||
Bears interest | 5.00% | |||||||||||||||||||
Exercise price of outstanding shares | $ 1,114 | |||||||||||||||||||
Series D Preference Shares [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Aggregate number of shares issued | 6,732,935 | |||||||||||||||||||
Total gross proceeds | $ 36,353 | |||||||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Aggregate number of shares issued | 600,000 | |||||||||||||||||||
IPO Description | The Company issued 130,255 warrants (?2015 Warrants?) to a bank to secure a term loan facility of $4,000,000 for working capital purpose. This entitles the bank to subscribe for ordinary shares of the Company at an exercise price of $11.52. The warrants shall lapse and expire after four years from their issuance date. If a Qualified IPO does not occur on or before 31 December 2017, the Company shall pay S$500,000 to the bank within 30 days upon the expiration of the warrants (?Contingent Settlement?). | |||||||||||||||||||
Exercise price per share | $ 59,474 | |||||||||||||||||||
Warrants B 2018 [Member] | ||||||||||||||||||||
Preference shares, convertible loan and warrants (Textual) | ||||||||||||||||||||
Total gross proceeds | $ 1,500 | |||||||||||||||||||
Annual dividend rate percentage | 8.00% |
Asset Reinstatement Obligatio_3
Asset Reinstatement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Asset reinstatement obligations [abstract] | ||||||
At 1 January | $ 262 | $ 206 | $ 532 | |||
Additions | 202 | 6 | ||||
Unwinding of discount | 4 | 5 | 12 | |||
Reversal of provision of reinstatement | (34) | (103) | (220) | |||
Utilized | (18) | (55) | (131) | |||
Translation difference | (4) | 7 | 7 | |||
At 31 December | 210 | 262 | 206 | |||
Current | $ 43 | $ 96 | $ 188 | |||
Non-current | 167 | 166 | 18 | |||
Total | $ 210 | $ 262 | $ 206 | $ 210 | $ 262 | $ 206 |
Tax Expense (Details)
Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax expense | |||
Current income tax charge | $ (41) | $ (68) | $ (19) |
Over/(Under) provision in prior years | (75) | (7) | 10 |
Current tax expense net | (116) | (75) | (9) |
Relating to origination and reversal of temporary differences | (1) | ||
Total tax expense | 116 | 75 | 10 |
Reconciliation of effective tax rate | |||
Profit before tax | (35,339) | 54,983 | 40,080 |
Tax calculated using Singapore tax rate of 17% (31/12/2017: 17%; 31/12/2016: 17%) | 6,008 | (9,347) | (6,814) |
Non-deductible expenses | (1,175) | (1,209) | (1,624) |
Income not subject to taxation | 88 | 12,374 | 10,081 |
Deferred tax assets not recognized | (4,966) | (2,013) | (1,820) |
Utilisation of tax losses | (86) | ||
Tax rate differential | 90 | 127 | 157 |
Over/(Under)provision of tax in prior years | (75) | (7) | 10 |
Reconciliation of effective tax rate net | $ (116) | $ (75) | $ (10) |
Tax Expense (Details 1)
Tax Expense (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
StatementsLineItems [Line Items] | ||
Gross amount | $ 123,047 | $ 93,833 |
Tax effect | 20,918 | 15,952 |
Unutilized tax losses [Member] | ||
StatementsLineItems [Line Items] | ||
Gross amount | 114,326 | 88,043 |
Tax effect | 19,436 | 14,968 |
Difference in depreciation for tax purposes [Member] | ||
StatementsLineItems [Line Items] | ||
Gross amount | 7,685 | 4,813 |
Tax effect | 1,306 | 818 |
Provisions [Member] | ||
StatementsLineItems [Line Items] | ||
Gross amount | 1,036 | 977 |
Tax effect | $ 176 | $ 166 |
Tax Expense (Details 2)
Tax Expense (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
StatementsLineItems [Line Items] | ||
Balance | $ 1,443 | $ 297 |
Recognised in profit or loss | (8) | |
Currency translation difference | (25) | 12 |
Recognised in other comprehensive income | 1,142 | |
Balance | 1,418 | 1,443 |
Others [Member] | ||
StatementsLineItems [Line Items] | ||
Balance | 8 | |
Recognised in profit or loss | (8) | |
Currency translation difference | ||
Recognised in other comprehensive income | ||
Balance | ||
Revaluation of building [Member] | ||
StatementsLineItems [Line Items] | ||
Balance | 1,142 | |
Recognised in profit or loss | ||
Currency translation difference | (25) | |
Recognised in other comprehensive income | 1,142 | |
Balance | 1,117 | 1,142 |
Goodwill [Member] | ||
StatementsLineItems [Line Items] | ||
Balance | 301 | 289 |
Recognised in profit or loss | ||
Currency translation difference | 12 | |
Recognised in other comprehensive income | ||
Balance | $ 301 | $ 301 |
Tax Expense (Details Textual)
Tax Expense (Details Textual) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Tax expense [abstract] | |||
Singapore tax rate | 0.17 | 0.17 | 0.17 |
Trade and Other Payables (Detai
Trade and Other Payables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current | |||
Trade payables | $ 3,913 | $ 3,930 | |
Other payables | 6,538 | 3,002 | |
Refund liabilities | 616 | 674 | |
Accrued operating expenses | 8,512 | 3,686 | |
Deferred government grants | 90 | 92 | |
Total | 19,669 | 11,384 | $ 12,934 |
Non-current | |||
Other accruals | 169 | 149 | |
Deferred government grants | 95 | 188 | |
Deposit | 113 | 76 | |
Total | $ 377 | $ 413 |
Trade and Other Payables (Det_2
Trade and Other Payables (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Trade and other payables [abstract] | |
Trade payables terms, description | Trade payables are normally settled on 45 to 60 days terms. |
Interest-Bearing Loans and Bo_3
Interest-Bearing Loans and Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current | ||
Secured term loan | $ 979 | $ 987 |
Unsecured term loan | 10,765 | 102 |
Venture debt term loan | 1,544 | |
Trust receipts | 22,965 | 20,467 |
Loans from a shareholder of a subsidiary | 22 | |
Loans from external party | 59 | |
Promissory note | 29 | |
Obligation under finance lease | 53 | 49 |
Other borrowings | 7,297 | 6,637 |
Current, Total | 42,147 | 29,808 |
Non-current | ||
Secured term loan | 17,212 | 18,189 |
Unsecured term loan | 10,488 | |
Obligation under finance lease | 4 | 58 |
Non-current, Total | 17,216 | 28,735 |
Total | $ 59,363 | $ 58,543 |
Interest-Bearing Loans and Bo_4
Interest-Bearing Loans and Borrowings (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Interest-bearing loans and borrowings [Abstract] | ||
Secured term loan, Currency | SGD | |
Secured term loan, Tenure | 2019 to 2036 | |
Secured term loan, Face value | $ 18,191 | $ 19,176 |
Secured term loan, Carrying amount | $ 18,191 | 19,176 |
Unsecured term loan, Currency | SGD | |
Unsecured term loan, Tenure | May-19 | |
Unsecured term loan, Face value | $ 10,765 | 11,041 |
Unsecured term loan, Carrying amount | $ 10,765 | 10,590 |
Venture debt term loan, Currency | SGD | |
Venture debt term loan, Tenure | 2018 | |
Venture debt term loan, Face value | 1,544 | |
Venture debt term loan, Carrying amount | 1,544 | |
Trust receipts, Currency | SGD | |
Trust receipts, Tenure | January to June 2019 | |
Trust receipts, Face value | $ 22,965 | 20,467 |
Trust receipts, Carrying amount | $ 22,965 | 20,467 |
Other borrowings, Currency | SGD | |
Other borrowings, Tenure | January to May 2019 | |
Other borrowings, Face value | $ 7,297 | 6,637 |
Other borrowings, Carrying amount | $ 7,297 | 6,637 |
Others, Currency | Various | |
Others, Face value | $ 145 | 129 |
Others, Carrying amount | 145 | 129 |
Debt repayment, Face value | 59,363 | 58,994 |
Debt repayment, Carrying amount | $ 59,363 | $ 58,543 |
Interest-Bearing Loans and Bo_5
Interest-Bearing Loans and Borrowings (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Nov. 15, 2016 | May 10, 2016 | |
Interest-bearing loans and borrowings [Abstract] | ||||
Short-term borrowings at reporting date ranges, descriptions | 3.52% to 5.81% (31/12/2017: 2.48% to 4.52%) per annum. | |||
Trust receipts | $ 18,189,000 | $ 17,988,000 | ||
Loans from external party effective interest rate | 12.00% | |||
Secured term loan facility | $ 20,503,000 | |||
Secured term loan facility, Ternures | 22 years | |||
Secured term loan drawn down | $ 18,191,000 | 19,176,000 | ||
Secured term loan repaid, description | The term loan is to be repaid through 240 monthly installments of US$83,000 per month. | |||
Contractual and effective interest rate ranges, descriptions | The contractual and effective interest rate ranges from 2.52% to 3.42% (31/12/2017: 2.55% to 2.88%) per annum. | |||
Unsecured term loan drew down | $ 5,453,000 | $ 5,453,000 | ||
Unsecured term loan facility | $ 10,906,000 | |||
Unsecured term loan facility, Ternures | 36 months | |||
Unsecured term loan facility contractual interest rate, description | The contractual interest rate is 6% per annum for the first year, follow by 7% per annum on the second year and 8% on the third year. | |||
Unsecured term loan, minimum amount | $ 1,454,000 | |||
Venture debt term loan facility, description | The venture debt term loan facility of US$2,908,000 is unsecured and is repayable through 36 monthly instalments of US$48,713 commencing on 1 November 2015 to 1 September 2018, with the last instalment of US$1,115,000 on 28 December 2018. The contractual and effective interest rate is 3.40% (31/12/2017: 2.78%) per annum. On 28 December 2018, the venture debt term loan has been fully repaid. | |||
Obligation under finance leases range, description | The average discount rate implicit in the leases range from 3.75% to 9.91% (31/12/2017: 3.75% to 9.91%) per annum. | |||
Other borrowings short-term borrowings at reporting date ranges deccription | The contractual and effective interest rate on these short-term borrowings at reporting date ranges from 7.79% to 7.88% (31/12/2017: 7.06% to 7.50%) per annum. | |||
Secured term loan and trust receipts | $ 18,189,000 | 17,988,000 | ||
Building with carrying amount | 25,716,000 | 27,166,000 | ||
Leasehold land with carrying amount | $ 4,728,000 | $ 5,022,000 |
Contract Liabilities (Details)
Contract Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Contract liabilities [abstract] | ||
Advances from customers | $ 2,925,000 | $ 3,084,000 |
Customer loyalty credits | 379,000 | 516,000 |
Sell back liabilities | 122,000 | 697,000 |
Contract Liabilities | $ 4,297,000 | $ 3,426,000 |
Loan from Shareholders (Details
Loan from Shareholders (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Line Items [Line Items] | |||
Loan from shareholders | $ 15,188 | ||
Shareholder 1 [Member] | |||
Statement Line Items [Line Items] | |||
Loan from shareholders | |||
Shareholder 2 [Member] | |||
Statement Line Items [Line Items] | |||
Loan from shareholders | $ 4,973 | $ 10,215 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue [Abstract] | |||
Merchandise revenue | $ 83,412 | $ 104,347 | $ 125,769 |
Marketplace revenue | 4,498 | 3,056 | 2,234 |
Rental revenue | 469 | 336 | |
Total | $ 88,379 | $ 107,739 | $ 128,003 |
Revenue (Details 1)
Revenue (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue [Abstract] | ||
Trade receivables | $ 3,890,000 | $ 3,600,000 |
Contract liabilities | $ (4,297,000) | $ (3,426,000) |
Revenue (Details Textual)
Revenue (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue [Abstract] | ||
Contract liabilities | $ 4,297,000 | $ 3,426,000 |
Other Income (Details)
Other Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other income [abstract] | |||
Maintenance income | $ 9 | $ 9 | $ 9 |
Forfeiture of customer deposit | 50 | 151 | |
Others | 617 | 406 | 390 |
Other income | $ 676 | $ 415 | $ 550 |
Other Expenses (Details)
Other Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other expenses [abstract] | |||
Foreign exchange losses, net | $ 716 | $ 914 | $ 1,037 |
Others | 15 | 9 | 120 |
Other expenses | $ 731 | $ 923 | $ 1,157 |
Finance Costs and Income (Detai
Finance Costs and Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest expense: | |||
Bank borrowings | $ 3,466 | $ 3,186 | $ 1,900 |
Others | 67 | 64 | 8 |
Finance Income Cost | 3,533 | 3,250 | 1,908 |
Less: | |||
Finance costs capitalized in leasehold land | (111) | ||
Finance costs capitalized net | 3,533 | 3,250 | 1,797 |
Interest income - bank deposits | $ (7) | $ (14) | $ (35) |
Profit_(Loss) Before Tax (Detai
Profit/(Loss) Before Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Profit/(Loss) Before Tax [Abstract] | |||
Inventories recognized in cost of revenue | $ 65,575 | $ 77,496 | $ 94,373 |
Inventories written down/(reversed) | 353 | (45) | 259 |
Allowance for doubtful debt | 5 | ||
Expected credit loss allowance | (60) | ||
Freight and delivery charges | 5,955 | 7,894 | 7,498 |
Employee compensation | 9,769 | 13,086 | 15,779 |
Intangible assets disposed | 88 | ||
Legal and professional fees | 3,419 | 567 | 1,557 |
Rental on operating leases | 1,407 | 1,605 | 2,554 |
Payment transaction fees | $ 2,905 | $ 3,017 | $ 3,474 |
Profit_(Loss) Per Share (Detail
Profit/(Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Profit/(Loss) Per Share [Abstract] | |||
Profit for the year, attributable to ordinary equity holders of the parent | $ (35,455) | $ 54,908 | $ 40,070 |
Issued ordinary shares at 1 January | 6,029 | 782 | 10,564 |
Conversion of ordinary shares at ratio 0.56 | (4,724) | (4,648) | |
Effect of shares issued in February 2017 | 120 | ||
Effect of shares issued in March 2017 | 53 | ||
Effect of conversion of preference shares | 402 | ||
Convertible loan into ordinary shares | 6 | ||
Promissory note into ordinary shares | 3 | ||
Issued share capital | 61 | ||
Backstop shares | 66 | ||
Effect of reverse split at ratio 8:1 in March 2019 | (5,746) | (5,261) | (5,176) |
Effect of share rights | 42 | 42 | |
Weighted-average number of ordinary shares at 31 December, as adjusted for subsequent reverse split | 821 | 6,029 | 782 |
Basic profit/(loss) per share (US$ per share) | $ (42.92) | $ 69.73 | $ 51.99 |
Profit_(Loss) Per Share (Deta_2
Profit/(Loss) Per Share (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
I. Profit/(loss) attributable to ordinary equity holders of the parent (diluted): | |||||
Profit/(loss) attributable to ordinary equity holders of the parent | $ (35,239) | $ 55,365 | $ 40,654 | ||
Change in fair value of convertible preference shares: | |||||
Series A | 1,659 | (7,668) | (10,056) | ||
Series B | 2,140 | (11,792) | (11,723) | ||
Series C | 3,574 | (25,756) | (17,973) | ||
Series D | (5,305) | (24,847) | (19,481) | ||
Unwinding of discount on contingent settlement provision | 63 | 58 | (4) | ||
Loss attributable to ordinary equity holders of the parent (diluted) | $ (33,108) | $ (14,640) | $ (18,583) | ||
Weighted-average number of ordinary shares (basic) | 821 | 794 | [1] | 782 | [1] |
Effect of conversion of preference shares | 1,361 | 1,411 | [1] | 1,411 | [1] |
Effect of share options on issue | 55 | 69 | [1] | 163 | [1] |
Weighted-average number of ordinary shares at 31 December | 2,237 | 2,274 | [1] | 2,356 | [1] |
Diluted profit/(loss) per share ($ per share) | $ (42.92) | $ (6.44) | $ (7.89) | ||
[1] | Due to the business combination as described in Note 38, the comparative information have also been restated to reflect the denominator used in earnings per share for comparative periods. |
Share-based Payments (Details)
Share-based Payments (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sharebased Payments Details Abstract | |||
Options, Outstanding at 1 January | 4,217,000 | 4,374,250 | 4,345,188 |
- Granted | 559,875 | 249,000 | |
- Forfeited | (139,500) | (132,750) | (219,938) |
- Expired | (56,875) | (17,500) | |
Options, Outstanding at 31 December | 4,587,500 | 4,217,000 | 4,374,250 |
Exercisable at 31 December | 3,835,208 | 3,314,333 | 2,471,458 |
WAEP, Outstanding at 1 January | $ 2.21 | $ 2.24 | $ 2.21 |
WAEP, Granted | 2.04 | 3.63 | |
WAEP, Forfeited | 3.03 | 3.10 | 3.23 |
WAEP, Expired | 0.93 | 0.72 | |
WAEP, Outstanding at 31 December | 2.24 | 2.21 | 2.24 |
WAEP, Exercisable at 31 December | $ 2.17 | $ 1.97 | $ 1.77 |
Share-based Payments (Details 1
Share-based Payments (Details 1) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
StatementsLineItems [Line Items] | |
Number of instruments in thousands Key management personnel | $ 1,900,500 |
Number of instruments in thousands Employees | $ 4,587,500 |
On 10 August 2012 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Aug. 10, 2012 |
Number of instruments in thousands Key management personnel | $ 150,000 |
Number of instruments in thousands Employees | $ 150,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
On 10 August 2012 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Aug. 10, 2012 |
Number of instruments in thousands Key management personnel | $ 60,000 |
Number of instruments in thousands Employees | $ 230,000 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 10 August 2012 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Aug. 10, 2012 |
Number of instruments in thousands Key management personnel | |
Number of instruments in thousands Employees | $ 37,500 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 10 August 2012 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Aug. 10, 2012 |
Number of instruments in thousands Key management personnel | $ 75,000 |
Number of instruments in thousands Employees | $ 75,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
On 10 August 2012 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Aug. 10, 2012 |
Number of instruments in thousands Key management personnel | $ 30,000 |
Number of instruments in thousands Employees | $ 207,187 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 7 March 2013 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Mar. 7, 2013 |
Number of instruments in thousands Key management personnel | $ 96,000 |
Number of instruments in thousands Employees | $ 96,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
On 7 March 2013 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Mar. 7, 2013 |
Number of instruments in thousands Key management personnel | $ 40,000 |
Number of instruments in thousands Employees | $ 402,188 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 23 February 2014 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Feb. 23, 2014 |
Number of instruments in thousands Key management personnel | $ 240,000 |
Number of instruments in thousands Employees | $ 240,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
On 23 February 2014 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Feb. 23, 2014 |
Number of instruments in thousands Key management personnel | $ 425,000 |
Number of instruments in thousands Employees | $ 1,153,750 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 5 September 2014 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Sep. 5, 2014 |
Number of instruments in thousands Key management personnel | $ 25,000 |
Number of instruments in thousands Employees | $ 120,000 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 12 November 2014 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Nov. 12, 2017 |
Number of instruments in thousands Key management personnel | $ 30,000 |
Number of instruments in thousands Employees | $ 30,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
On 12 November 2014 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Nov. 12, 2017 |
Number of instruments in thousands Key management personnel | $ 35,000 |
Number of instruments in thousands Employees | $ 157,500 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 12 February 2015 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Feb. 12, 2015 |
Number of instruments in thousands Key management personnel | $ 72,000 |
Number of instruments in thousands Employees | $ 72,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
On 12 February 2015 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Feb. 12, 2015 |
Number of instruments in thousands Key management personnel | $ 59,500 |
Number of instruments in thousands Employees | $ 340,000 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 16 October 2015 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Oct. 16, 2015 |
Number of instruments in thousands Key management personnel | $ 70,000 |
Number of instruments in thousands Employees | $ 70,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
On 16 October 2015 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Oct. 16, 2015 |
Number of instruments in thousands Key management personnel | $ 200,000 |
Number of instruments in thousands Employees | $ 529,500 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
On 15 April 2016 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Apr. 15, 2016 |
Number of instruments in thousands Key management personnel | $ 20,000 |
Number of instruments in thousands Employees | $ 20,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
On 15 April 2016 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Apr. 15, 2016 |
Number of instruments in thousands Key management personnel | $ 20,000 |
Number of instruments in thousands Employees | $ 142,000 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
23 February 2018 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Feb. 23, 2018 |
Number of instruments in thousands Key management personnel | $ 60,000 |
Number of instruments in thousands Employees | $ 60,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
23 February 2018 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Feb. 23, 2018 |
Number of instruments in thousands Key management personnel | $ 139,000 |
Number of instruments in thousands Employees | $ 319,000 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
31 July 2018 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Jul. 31, 2018 |
Number of instruments in thousands Key management personnel | $ 18,000 |
Number of instruments in thousands Employees | $ 18,000 |
Vesting conditions | 3 years |
Contractual life of options | 5 years |
31 July 2018 [Member] | |
StatementsLineItems [Line Items] | |
Grant date/employees entitled | Jul. 31, 2018 |
Number of instruments in thousands Key management personnel | $ 36,000 |
Number of instruments in thousands Employees | $ 117,875 |
Vesting conditions | 4 years |
Contractual life of options | 5 years |
Share-based Payments (Details 2
Share-based Payments (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
StatementsLineItems [Line Items] | |||
Expected volatility (%) | |||
Risk-free interest rate (%) | |||
Expected life of share options (years) | 0 years | ||
Weighted average share price $ | |||
Minimum [Member] | |||
StatementsLineItems [Line Items] | |||
Expected volatility (%) | 38.90% | 49.50% | |
Risk-free interest rate (%) | 1.91% | 1.28% | |
Expected life of share options (years) | 3 years 2 months 30 days | 3 years 2 months 30 days | |
Weighted average share price $ | $ 2.58 | $ 8.20 | |
Maximum [Member] | |||
StatementsLineItems [Line Items] | |||
Expected volatility (%) | 49.10% | 51.00% | |
Risk-free interest rate (%) | 2.39% | 1.76% | |
Expected life of share options (years) | 6 years 6 months | 6 years 2 months 30 days |
Share-based Payments (Details T
Share-based Payments (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 02, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Payments (Textual) | ||||
Weighted average fair value of options granted | $ 600 | |||
Weighted average fair value of options granted price | $ 4.28 | $ 1.04 | ||
Minimum [Member] | ||||
Share-based Payments (Textual) | ||||
Exercise prices for options outstanding | 0.73 | 0.72 | $ 0.73 | |
Maximum [Member] | ||||
Share-based Payments (Textual) | ||||
Exercise prices for options outstanding | $ 3.71 | $ 3.60 | $ 3.63 |
Material Partly-owned Subsidi_3
Material Partly-owned Subsidiaries (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
StatementsLineItems [Line Items] | |||
(Loss)/Profit allocated to NCI during the reporting period | $ (216) | $ (457) | $ (584) |
Reebonz Korea [Member] | |||
StatementsLineItems [Line Items] | |||
Principal place of business | Korea | Korea | |
Proportion of ownership interest held by NCI | 4160.00% | 5080.00% | |
(Loss)/Profit allocated to NCI during the reporting period | $ 63 | $ (122) | |
Accumulated NCI at the end of reporting period | $ 2,323 | $ 421 | |
Invitree [Member] | |||
StatementsLineItems [Line Items] | |||
Principal place of business | Korea | Korea | |
Proportion of ownership interest held by NCI | 4740.00% | 5572.00% | |
(Loss)/Profit allocated to NCI during the reporting period | $ (277) | $ (332) | |
Accumulated NCI at the end of reporting period | $ (2,081) | $ (1,860) |
Material Partly-owned Subsidi_4
Material Partly-owned Subsidiaries (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summarized statement of financial position | |||
Current assets | $ 44,421 | $ 37,704 | $ 45,303 |
Non-current assets | 34,718 | 37,304 | 27,619 |
Goodwill | 1,542 | 1,568 | 1,504 |
Current liabilities | (81,506) | (44,810) | (38,893) |
Non-current liabilities | (19,178) | (87,918) | (151,270) |
Total (deficit)/surplus | 100,684 | 132,728 | 190,163 |
Attributable to NCI, allocated according to changes in equity interest during the year | 79,139 | 75,008 | 72,922 |
Summarized statement of comprehensive income | |||
Revenue | 88,379 | 107,739 | 128,003 |
Loss for the year | (35,455) | 54,908 | 40,070 |
Total comprehensive loss | (32,683) | 56,922 | 43,196 |
Attributable to NCI, allocated according to changes in equity interest during the year | (201) | (498) | (572) |
Summarized cash flow information | |||
Operating | (6,470) | (8,108) | (14,187) |
Investing | (361) | (2,632) | (5,238) |
Financing | 3,135 | 5,850 | 11,152 |
Net increase/(decrease) in cash and cash equivalents | (3,696) | (4,890) | (8,273) |
Reebonz Korea [Member] | |||
Summarized statement of financial position | |||
Current assets | 3,728 | 3,204 | |
Non-current assets | 155 | 172 | |
Goodwill | 834 | 834 | |
Current liabilities | (3,020) | (6,727) | |
Non-current liabilities | (297) | (302) | |
Total (deficit)/surplus | 2,108 | (2,085) | |
Attributable to NCI, allocated according to changes in equity interest during the year | 242 | (1,439) | |
Summarized statement of comprehensive income | |||
Revenue | 21,841 | 21,092 | 19,370 |
Loss for the year | (416) | (835) | (1,096) |
Other comprehensive (loss)/income | 9 | (28) | (3) |
Total comprehensive loss | (407) | (863) | (1,099) |
Attributable to NCI, allocated according to changes in equity interest during the year | (214) | (454) | (574) |
Summarized cash flow information | |||
Operating | (3,543) | (458) | 242 |
Investing | (7) | (10) | (91) |
Financing | 3,597 | ||
Net increase/(decrease) in cash and cash equivalents | $ 47 | $ (468) | $ 151 |
Material Partly-owned Subsidi_5
Material Partly-owned Subsidiaries (Details Textual) - USD ($) | 1 Months Ended | ||||
Apr. 27, 2018 | Mar. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Material Partly-owned Subsidiaries (Textual) | |||||
Amounts due from related party | $ 4,301,000 | ||||
Description of equity interest | This resulted in an increase of the Reebonz Limited’s shareholdings in Reebonz Korea from 49.7% to 58.4%. Resultantly, Reebonz Limited increased its effective interest in Invitree from 44.7% to 52.6%. | his resulted in an increase of the Reebonz Limited’s shareholdings in Reebonz Korea from 49.2% to 49.7%. Resultantly, Reebonz Limited increased its effective interest in Invitree from 44.3% to 44.7%. | |||
Equity attributable to the non-controlling interest | (21,759,000) | $ (56,279,000) | $ (116,298,000) | ||
Paid-up capital | 235,600 | ||||
KRW [Member] | |||||
Material Partly-owned Subsidiaries (Textual) | |||||
Amounts due from related party | 4,856,000,000 | ||||
Paid-up capital | $ 241,000,000 |
Employee Compensation (Details)
Employee Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Included in: | |||
Fulfillment expenses | $ 3,139 | $ 3,943 | $ 4,395 |
Marketing expenses | 1,207 | 1,783 | 1,780 |
Technology and content expenses | 1,925 | 2,400 | 2,625 |
General and administrative expenses | 3,498 | 4,960 | 6,979 |
Total employee compensation | $ 9,769 | $ 13,086 | $ 15,779 |
Employee Compensation (Details
Employee Compensation (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Compensation (Textual) | |||
Share-based payments | $ 2,231 | $ 430 | $ 994 |
Defined contribution plans | $ 982 | $ 694 | $ 852 |
Depreciation and Amortization_2
Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Included in: | |||
Technology and content expenses | $ 668 | $ 707 | $ 708 |
General and administrative expenses | 1,697 | 1,561 | 512 |
Depreciation and amortization | $ 2,365 | $ 2,268 | $ 1,220 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Level 2 of fair value hierarchy [member] | ||
Statement Line Items [Line Items] | ||
Unsecured term loans | $ 10,765 | $ 11,041 |
Level 3 of fair value hierarchy [member] | ||
Statement Line Items [Line Items] | ||
Convertible preference shares | $ 56,854 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details 1) | 12 Months Ended |
Dec. 31, 2017 | |
Fair value measurement [abstract] | |
Description | Convertible preference shares |
Valuation techniques | Hybrid method comprising of: ● Probability Weighted Expected Return Method ● Option Pricing Method ● Discounted Cash Flow Method and ● Market Method |
Unobservable inputs | ● Time to IPO ● Time to non-IPO liquidity event ● IPO price ● WACC |
Weighted average | ● Time to IPO is 0.66 year ● Time to non-IPO liquidity event is 1 year ● IPO price of US$5.62 ● WACC of 15.3% |
Sensitivity of the input to fair value | The estimated fair value would decrease by 5% if: ● Time to IPO was higher by 0.34 year ● Time to non-IPO liquidity event was higher by 30 years The estimated fair value would increase/ (decrease) by 5% if ● IPO price was higher/(lower) by US$0.33 ● WACC was lower/(higher) by 9.62%/11.18% |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details Textual) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair value measurement [abstract] | ||
Percentage of discounted at market rate | 10.93% | |
Unsecured term loan maturity, description | Less than one year. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Non-current assets | ||||
Property and equipment | $ 26,915 | $ 28,805 | $ 18,921 | |
Intangible assets | 1,061 | 1,429 | 1,626 | |
Goodwill | 1,542 | 1,568 | 1,504 | |
Singapore [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 20,111 | 21,854 | 32,081 |
Non-current assets | ||||
Leasehold land | 26,793 | 28,571 | 18,707 | |
Intangible assets | 4,728 | 5,022 | 5,010 | |
Goodwill | 1,061 | 1,424 | 1,613 | |
Deferred expenses | ||||
Malaysia [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 4,316 | 4,444 | 7,829 |
Non-current assets | ||||
Leasehold land | 72 | 130 | 39 | |
Intangible assets | ||||
Goodwill | ||||
Deferred expenses | ||||
Indonesia [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 4,336 | 7,725 | 11,231 |
Non-current assets | ||||
Leasehold land | 7 | 12 | 24 | |
Intangible assets | ||||
Goodwill | ||||
Deferred expenses | ||||
The rest of Southeast Asia [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 1,256 | 1,520 | 2,916 |
Non-current assets | ||||
Leasehold land | 2 | 4 | 6 | |
Intangible assets | ||||
Goodwill | 1 | |||
Deferred expenses | ||||
Southeast Asia Subtotal[Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 30,019 | 35,543 | 54,057 |
Non-current assets | ||||
Leasehold land | 26,874 | 28,717 | 18,776 | |
Intangible assets | 4,728 | 5,022 | 5,010 | |
Goodwill | 1,061 | 1,424 | 1,614 | |
Deferred expenses | ||||
South Korea [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 21,838 | 21,092 | 19,359 |
Non-current assets | ||||
Leasehold land | 12 | 21 | 33 | |
Intangible assets | ||||
Goodwill | 4 | 10 | ||
Deferred expenses | 1,542 | 1,568 | 1,504 | |
Hong Kong [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 6,689 | 8,733 | 11,550 |
Non-current assets | ||||
Leasehold land | 3 | 7 | 7 | |
Intangible assets | ||||
Goodwill | ||||
Deferred expenses | ||||
China [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 10,760 | 14,169 | 8,329 |
Non-current assets | ||||
Leasehold land | 1 | 1 | 1 | |
Intangible assets | ||||
Goodwill | 1 | |||
Deferred expenses | ||||
The Rest of North Asia [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 5,423 | 6,102 | 8,189 |
Non-current assets | ||||
Leasehold land | 9 | 14 | 23 | |
Intangible assets | ||||
Goodwill | 1 | 1 | ||
Deferred expenses | ||||
North Asia Subtotal [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 44,710 | 50,096 | 47,427 |
Non-current assets | ||||
Leasehold land | 25 | 43 | 64 | |
Intangible assets | ||||
Goodwill | 5 | 12 | ||
Deferred expenses | 1,542 | 1,568 | 1,504 | |
Australia [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 6,760 | 13,101 | 20,297 |
Non-current assets | ||||
Leasehold land | 12 | 39 | 81 | |
Intangible assets | ||||
Goodwill | ||||
Deferred expenses | ||||
Others [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 6,890 | 8,999 | 6,222 |
Non-current assets | ||||
Leasehold land | 4 | 6 | ||
Intangible assets | ||||
Goodwill | ||||
Deferred expenses | ||||
Total [Member] | ||||
StatementsLineItems [Line Items] | ||||
Revenue from external customers | [1] | 88,379 | 107,739 | 128,003 |
Non-current assets | ||||
Leasehold land | 26,915 | 28,805 | 18,921 | |
Intangible assets | 4,728 | 5,022 | 5,010 | |
Goodwill | 1,061 | 1,429 | 1,626 | |
Deferred expenses | $ 1,542 | $ 1,568 | $ 1,504 | |
[1] | The geographical information above is derived based on the registered billing address of the customers |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and contingencies [abstract] | ||
Office building | $ 374 | $ 783 |
Property and equipment | $ 301 | $ 306 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
StatementsLineItems [Line Items] | ||
Future minimum rentals payable under non-cancellable operating leases | $ 966 | $ 1,848 |
Within one year [Member] | ||
StatementsLineItems [Line Items] | ||
Future minimum rentals payable under non-cancellable operating leases | 738 | 1,080 |
After one year but not more than five years [Member] | ||
StatementsLineItems [Line Items] | ||
Future minimum rentals payable under non-cancellable operating leases | $ 228 | $ 768 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
StatementsLineItems [Line Items] | ||
Future minimum rentals receivable under non-cancellable operating leases | $ 1,160 | $ 823 |
Within one year [Member] | ||
StatementsLineItems [Line Items] | ||
Future minimum rentals receivable under non-cancellable operating leases | 566 | 308 |
After one year but not more than five years [Member] | ||
StatementsLineItems [Line Items] | ||
Future minimum rentals receivable under non-cancellable operating leases | $ 594 | $ 515 |
Commitments and Contingencies_5
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies (Textual) | ||
Minimum lease payments | $ 1,407 | $ 1,605 |
Description of lease terms | These non-cancellable leases have remaining lease terms of between two to three years. All leases include a clause to enable upward revision of the rental charge on second year of the lease term based on pre-agreed rates and an option of the lessee to extend the lease term for a further two years. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related party transactions [abstract] | |||
Maintenance income | $ (9) | $ (9) | $ (9) |
Rental income | (15) | (2) | (8) |
Platform development costs | $ 25 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related party transactions [abstract] | |||
Related party receivables | $ 11 | ||
Loan from shareholders | $ 15,188 |
Related Party Transactions (D_3
Related Party Transactions (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related party transactions [abstract] | |||
Salaries, bonus and allowances | $ 749 | $ 887 | $ 1,269 |
Employer's contribution to CPF | 45 | 55 | 81 |
Employee share option expense | $ 334 | $ 1,812 | $ 1,868 |
Related Party Transactions (D_4
Related Party Transactions (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transactions (Textual) | ||
Owed by related parties | $ 11 |
Financial Risk Management Obj_3
Financial Risk Management Objectives and Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Financial assets | |||||
Non-current financial assets | $ 472 | $ 480 | $ 558 | ||
Trade and other receivables | 4,670 | 4,625 | 4,502 | ||
Other current financial assets | 629 | 1,213 | 928 | ||
Cash and cash equivalents | 2,604 | 7,312 | 11,926 | $ 19,812 | |
Marketable securities held in trust account | 15,196 | ||||
Financial assets, Total | 23,571 | 13,630 | |||
Financial liabilities | |||||
Convertible preference shares | 56,854 | 123,468 | |||
Interest-bearing loans and borrowings | 17,216 | 28,735 | 26,606 | ||
Contingent settlement provision | 307 | 237 | |||
Loan from shareholders | 15,188 | ||||
Trade and other payables, excluding deferred government grants | 19,579 | 11,292 | [1] | ||
Financial liabilities, Total | 94,412 | 127,221 | [1] | ||
Net financial (liabilities)/assets | (77,347) | (63,434) | |||
Foreign currency risk [Member] | |||||
Financial assets | |||||
Non-current financial assets | 472 | 480 | |||
Trade and other receivables | 4,670 | 4,625 | |||
Other current financial assets | 629 | 1,213 | |||
Cash and cash equivalents | 2,604 | 7,312 | |||
Marketable securities held in trust account | 15,196 | ||||
Financial assets, Total | 23,571 | 13,630 | |||
Financial liabilities | |||||
Convertible preference shares | (56,854) | ||||
Interest-bearing loans and borrowings | (58,543) | ||||
Contingent settlement provision | (59,363) | (307) | |||
Loan from shareholders | (15,188) | ||||
Trade and other payables, excluding deferred government grants | (19,861) | (11,517) | |||
Financial liabilities, Total | (94,412) | (127,221) | |||
Net financial (liabilities)/assets | (70,841) | (113,591) | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | (69,032) | (110,218) | |||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | (1,809) | (3,373) | |||
Foreign currency risk [Member] | SGD [Member] | |||||
Financial assets | |||||
Non-current financial assets | |||||
Trade and other receivables | 1,148 | 1,092 | |||
Other current financial assets | 191 | 737 | |||
Cash and cash equivalents | 808 | 2,872 | |||
Marketable securities held in trust account | |||||
Financial assets, Total | 2,147 | 4,701 | |||
Financial liabilities | |||||
Convertible preference shares | (56,854) | ||||
Interest-bearing loans and borrowings | (51,876) | ||||
Contingent settlement provision | (51,272) | (307) | |||
Loan from shareholders | |||||
Trade and other payables, excluding deferred government grants | (14,480) | (6,616) | |||
Financial liabilities, Total | (65,752) | (115,653) | |||
Net financial (liabilities)/assets | (63,605) | (110,952) | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | (63,605) | (110,952) | |||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | |||||
Foreign currency risk [Member] | TWD [Member] | |||||
Financial assets | |||||
Non-current financial assets | 145 | 138 | |||
Trade and other receivables | 50 | 70 | |||
Other current financial assets | |||||
Cash and cash equivalents | 99 | 124 | |||
Marketable securities held in trust account | |||||
Financial assets, Total | 294 | 332 | |||
Financial liabilities | |||||
Convertible preference shares | |||||
Interest-bearing loans and borrowings | |||||
Contingent settlement provision | |||||
Loan from shareholders | |||||
Trade and other payables, excluding deferred government grants | (939) | (72) | |||
Financial liabilities, Total | (939) | (72) | |||
Net financial (liabilities)/assets | (645) | 260 | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | 222 | 277 | |||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | (867) | (17) | |||
Foreign currency risk [Member] | EUR [Member] | |||||
Financial assets | |||||
Non-current financial assets | |||||
Trade and other receivables | 36 | ||||
Other current financial assets | 217 | 221 | |||
Cash and cash equivalents | |||||
Marketable securities held in trust account | |||||
Financial assets, Total | 253 | 221 | |||
Financial liabilities | |||||
Convertible preference shares | |||||
Interest-bearing loans and borrowings | |||||
Contingent settlement provision | |||||
Loan from shareholders | |||||
Trade and other payables, excluding deferred government grants | 5,208 | (670) | |||
Financial liabilities, Total | 5,208 | (670) | |||
Net financial (liabilities)/assets | 5,461 | (449) | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | |||||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | 5,461 | (449) | |||
Foreign currency risk [Member] | AUD [Member] | |||||
Financial assets | |||||
Non-current financial assets | 109 | 115 | |||
Trade and other receivables | 265 | 460 | |||
Other current financial assets | 25 | 23 | |||
Cash and cash equivalents | 423 | 58 | |||
Marketable securities held in trust account | |||||
Financial assets, Total | 822 | 656 | |||
Financial liabilities | |||||
Convertible preference shares | |||||
Interest-bearing loans and borrowings | |||||
Contingent settlement provision | |||||
Loan from shareholders | |||||
Trade and other payables, excluding deferred government grants | (1,307) | (439) | |||
Financial liabilities, Total | (1,307) | (439) | |||
Net financial (liabilities)/assets | (485) | 217 | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | 524 | (33) | |||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | (1,009) | 250 | |||
Foreign currency risk [Member] | USD [Member] | |||||
Financial assets | |||||
Non-current financial assets | |||||
Trade and other receivables | 281 | 400 | |||
Other current financial assets | 23 | 10 | |||
Cash and cash equivalents | 295 | 3,243 | |||
Marketable securities held in trust account | 15,196 | ||||
Financial assets, Total | 15,795 | 3,653 | |||
Financial liabilities | |||||
Convertible preference shares | |||||
Interest-bearing loans and borrowings | (6,637) | ||||
Contingent settlement provision | (8,026) | ||||
Loan from shareholders | (15,188) | ||||
Trade and other payables, excluding deferred government grants | (5,975) | (672) | |||
Financial liabilities, Total | (29,189) | (7,309) | |||
Net financial (liabilities)/assets | (13,394) | (3,656) | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | (6,260) | 59 | |||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | (7,134) | (3,715) | |||
Foreign currency risk [Member] | HKD [Member] | |||||
Financial assets | |||||
Non-current financial assets | 19 | 24 | |||
Trade and other receivables | 669 | 564 | |||
Other current financial assets | 1 | 1 | |||
Cash and cash equivalents | 212 | 146 | |||
Marketable securities held in trust account | |||||
Financial assets, Total | 901 | 735 | |||
Financial liabilities | |||||
Convertible preference shares | |||||
Interest-bearing loans and borrowings | |||||
Contingent settlement provision | |||||
Loan from shareholders | |||||
Trade and other payables, excluding deferred government grants | (1,773) | (117) | |||
Financial liabilities, Total | (1,773) | (117) | |||
Net financial (liabilities)/assets | (872) | 618 | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | 591 | 320 | |||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | (1,463) | 298 | |||
Foreign currency risk [Member] | KRW [Member] | |||||
Financial assets | |||||
Non-current financial assets | 143 | 146 | |||
Trade and other receivables | 961 | 801 | |||
Other current financial assets | 99 | 129 | |||
Cash and cash equivalents | 378 | 339 | |||
Marketable securities held in trust account | |||||
Financial assets, Total | 1,581 | 1,415 | |||
Financial liabilities | |||||
Convertible preference shares | |||||
Interest-bearing loans and borrowings | (22) | ||||
Contingent settlement provision | (59) | ||||
Loan from shareholders | |||||
Trade and other payables, excluding deferred government grants | (2,265) | (1,882) | |||
Financial liabilities, Total | (2,324) | (1,904) | |||
Net financial (liabilities)/assets | (743) | (489) | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | (744) | (489) | |||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | 1 | ||||
Foreign currency risk [Member] | Others [Member] | |||||
Financial assets | |||||
Non-current financial assets | 56 | 57 | |||
Trade and other receivables | 1,260 | 1,238 | |||
Other current financial assets | 73 | 92 | |||
Cash and cash equivalents | 389 | 530 | |||
Marketable securities held in trust account | |||||
Financial assets, Total | 1,778 | 1,917 | |||
Financial liabilities | |||||
Convertible preference shares | |||||
Interest-bearing loans and borrowings | (8) | ||||
Contingent settlement provision | (6) | ||||
Loan from shareholders | |||||
Trade and other payables, excluding deferred government grants | 1,670 | (1,049) | |||
Financial liabilities, Total | 1,664 | (1,057) | |||
Net financial (liabilities)/assets | 3,442 | 860 | |||
Less: Financial (liabilities)/assets denominated in the respective entities' functional currencies | 240 | 600 | |||
Currency exposure of financial liabilities net of those denominated in the respective entities' functional currencies | $ 3,202 | $ 260 | |||
[1] | Excludes convertible preference shares because redemption is unlikely, attributable to the expected business combination. |
Financial Risk Management Obj_4
Financial Risk Management Objectives and Policies (Details 1) - Foreign currency risk sensitivity [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
TWD against strengthened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | $ (87) | $ (2) |
TWD against weakened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | 87 | 2 |
EUR against strengthened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | 546 | (45) |
EUR against weakened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | (546) | 45 |
AUD against strengthened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | (101) | 25 |
AUD against weakened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | 101 | (25) |
USD against strengthened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | (713) | (372) |
USD against weakened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | 713 | 372 |
HKD against strengthened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | (146) | 30 |
HKD against weakened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | 146 | (31) |
KRW against strengthened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | ||
KRW against weakened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | ||
Others against strengthened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | 320 | 26 |
Others against weakened [Member] | ||
StatementsLineItems [Line Items] | ||
Profit before tax | $ (320) | $ (26) |
Financial Risk Management Obj_5
Financial Risk Management Objectives and Policies (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Financial assets | ||||||
Trade and other receivables | $ 4,670 | $ 4,625 | $ 4,502 | |||
Other financial assets | 1,101 | 1,693 | ||||
Cash and cash equivalents | 2,604 | 7,312 | 11,926 | $ 19,812 | ||
Marketable securities held in trust account | 15,196 | |||||
Financial assets, Total | 23,571 | 13,630 | ||||
Financial liabilities | ||||||
Trade and other payables, excluding deferred government grants | 19,579 | 11,292 | [1] | |||
Interest-bearing loans and borrowings | 17,216 | 28,735 | 26,606 | |||
Loan from shareholders | 15,188 | |||||
Contingent settlement provision | 307 | $ 237 | ||||
Advances from customers | ||||||
Financial liabilities, Total | 94,412 | 127,221 | [1] | |||
Net financial liabilities | (77,347) | (63,434) | ||||
Within one year [Member] | ||||||
Financial assets | ||||||
Trade and other receivables | 4,670 | 4,625 | ||||
Other financial assets | 629 | 1,213 | ||||
Cash and cash equivalents | 2,604 | 7,312 | ||||
Marketable securities held in trust account | 15,196 | |||||
Financial assets, Total | 23,099 | 13,150 | ||||
Financial liabilities | ||||||
Trade and other payables, excluding deferred government grants | 19,579 | 11,292 | [1] | |||
Interest-bearing loans and borrowings | 43,595 | 31,430 | [1] | |||
Loan from shareholders | 15,188 | |||||
Contingent settlement provision | [1] | |||||
Financial liabilities, Total | 78,362 | 42,722 | [1] | |||
Net financial liabilities | (55,263) | (29,572) | ||||
After one year but not more than five years [Member] | ||||||
Financial assets | ||||||
Trade and other receivables | ||||||
Other financial assets | 472 | 480 | ||||
Cash and cash equivalents | ||||||
Marketable securities held in trust account | ||||||
Financial assets, Total | 472 | 480 | ||||
Financial liabilities | ||||||
Trade and other payables, excluding deferred government grants | 282 | 225 | [1] | |||
Interest-bearing loans and borrowings | 7,377 | 18,055 | [1] | |||
Loan from shareholders | ||||||
Contingent settlement provision | [1] | 307 | ||||
Financial liabilities, Total | 7,659 | 18,587 | [1] | |||
Net financial liabilities | (7,187) | (18,107) | ||||
More than five years [Member] | ||||||
Financial assets | ||||||
Trade and other receivables | ||||||
Other financial assets | ||||||
Cash and cash equivalents | ||||||
Marketable securities held in trust account | ||||||
Financial assets, Total | ||||||
Financial liabilities | ||||||
Trade and other payables, excluding deferred government grants | [1] | |||||
Interest-bearing loans and borrowings | 14,897 | 15,755 | [1] | |||
Loan from shareholders | ||||||
Contingent settlement provision | [1] | |||||
Financial liabilities, Total | 14,897 | 15,755 | [1] | |||
Net financial liabilities | $ (14,897) | $ (15,755) | ||||
[1] | Excludes convertible preference shares because redemption is unlikely, attributable to the expected business combination. |
Financial Risk Management Obj_6
Financial Risk Management Objectives and Policies (Details 3) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Financial assets | |||||
Marketable securities held in trust account | $ 15,196 | ||||
Trade and other receivables | 4,670 | 4,625 | 4,502 | ||
Other current financial assets | 629 | 1,213 | 928 | ||
Cash and cash equivalents | 2,604 | 7,312 | 11,926 | $ 19,812 | |
Total financial assets current | 629 | 1,213 | |||
Non-current | |||||
Non-current financial assets | 472 | 480 | |||
Total financial assets | 23,571 | 13,630 | |||
Financial liabilities Current | |||||
Trade and other payables, excluding deferred government grants | 19,579 | 11,292 | [1] | ||
Interest-bearing loans and borrowings | 17,216 | 28,735 | 26,606 | ||
Advances from customers | |||||
Total financial current liabilities | 61,726 | 41,100 | |||
Non-current | |||||
Interest bearing loans and borrowings | 42,147 | 29,808 | 22,598 | ||
Loan from shareholders | 15,188 | ||||
Convertible preference shares | 56,854 | 123,468 | |||
Trade and other payables, excluding deferred government grants | 282 | 225 | |||
Contingent settlement provision | 307 | $ 237 | |||
Total financial liabilities | 94,412 | 127,221 | [1] | ||
Financial liabilities at fair value through profit or loss [Member] | |||||
Financial assets | |||||
Marketable securities held in trust account | |||||
Trade and other receivables | |||||
Other current financial assets | |||||
Cash and cash equivalents | |||||
Total financial assets current | |||||
Non-current | |||||
Non-current financial assets | |||||
Total financial assets | |||||
Financial liabilities Current | |||||
Trade and other payables, excluding deferred government grants | |||||
Interest-bearing loans and borrowings | |||||
Total financial current liabilities | |||||
Non-current | |||||
Interest bearing loans and borrowings | |||||
Loan from shareholders | |||||
Convertible preference shares | 56,854 | ||||
Trade and other payables, excluding deferred government grants | |||||
Contingent settlement provision | |||||
Total financial liabilities | 56,854 | ||||
Other financial liabilities at amortized cost [Member] | |||||
Financial assets | |||||
Marketable securities held in trust account | |||||
Trade and other receivables | |||||
Other current financial assets | |||||
Cash and cash equivalents | |||||
Total financial assets current | |||||
Non-current | |||||
Non-current financial assets | |||||
Total financial assets | |||||
Financial liabilities Current | |||||
Trade and other payables, excluding deferred government grants | 19,579 | 11,292 | |||
Interest-bearing loans and borrowings | 42,147 | 29,808 | |||
Total financial current liabilities | 61,726 | 41,100 | |||
Non-current | |||||
Interest bearing loans and borrowings | 17,216 | 28,735 | |||
Loan from shareholders | 15,188 | ||||
Convertible preference shares | |||||
Trade and other payables, excluding deferred government grants | 282 | 225 | |||
Contingent settlement provision | 307 | ||||
Total financial liabilities | 94,412 | 70,367 | |||
Loans and receivables [Member] | |||||
Financial assets | |||||
Trade and other receivables | 4,625 | ||||
Other current financial assets | 1,213 | ||||
Cash and cash equivalents | 7,312 | ||||
Total financial assets current | 13,150 | ||||
Non-current | |||||
Non-current financial assets | 480 | ||||
Total financial assets | 13,630 | ||||
Financial liabilities Current | |||||
Trade and other payables, excluding deferred government grants | |||||
Interest-bearing loans and borrowings | |||||
Total financial current liabilities | |||||
Non-current | |||||
Interest bearing loans and borrowings | |||||
Convertible preference shares | |||||
Trade and other payables, excluding deferred government grants | |||||
Contingent settlement provision | |||||
Total financial liabilities | |||||
Amortized Costs [Member] | |||||
Financial assets | |||||
Marketable securities held in trust account | 15,196 | ||||
Trade and other receivables | 4,670 | ||||
Other current financial assets | 629 | ||||
Cash and cash equivalents | 2,604 | ||||
Total financial assets current | 23,099 | ||||
Non-current | |||||
Non-current financial assets | 472 | ||||
Total financial assets | 23,571 | ||||
Financial liabilities Current | |||||
Trade and other payables, excluding deferred government grants | |||||
Interest-bearing loans and borrowings | |||||
Total financial current liabilities | |||||
Non-current | |||||
Interest bearing loans and borrowings | |||||
Loan from shareholders | |||||
Trade and other payables, excluding deferred government grants | |||||
Total financial liabilities | |||||
[1] | Excludes convertible preference shares because redemption is unlikely, attributable to the expected business combination. |
Financial Risk Management Obj_7
Financial Risk Management Objectives and Policies (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial risk management objectives and policies (Textual) | ||
increase/decrease Interest rate sensitivity | $ 284,000 | $ 2,560,000 |
Business Combination (Details)
Business Combination (Details) $ in Thousands | Dec. 19, 2018USD ($) |
Business Combination | |
Cash and cash equivalent | $ 3 |
Current assets | 4 |
Accounts payable | $ (7,173) |
Business Combination (Details T
Business Combination (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Backstop Agreements [Member] | |
Business Combination (Textual) | |
Business combination, description | The investors acquired a total of 1,476,436 Class A common stock of DOTA (i.e. "Backstop Shares") for US$15 million. |
Draper Oakwood Technology Acquisition, Inc. [Member] | |
Business Combination (Textual) | |
Business combination, description | Holders of DOTA Class F Shares cancelled 718,750 Class F Shares of DOTA, which represented 50% of Class F Shares issued. The remaining un-cancelled F Common stockholders swapped their common stocks into ordinary shares of the Company at an agreed basis of 1:1. 4,273,564 shares of DOTA's Class A common stocks were redeemed at a price of US$10.29 per share, for a total redemption amount of U$43,962,000. 602,250 unit purchase options rights were exchanged for 602,250 ordinary shares of the Company. ? DOTA?s promissory note was swapped and immediately converted into 88,459 ordinary shares of Reebonz Holding Limited. |
Reebonz Limited [Member] | |
Business Combination (Textual) | |
Business combination, description | Reebonz Limited's Ordinary Shareholders swapped their ordinary shares into ordinary shares of the Company at an agreed conversion rate of 0.56 times ordinary shares for every Reebonz Limited ordinary share held. Reebonz Limited's Series A, B, C and D Preference Shareholders swapped their Series A, B, C and D Preference Shares into Preference Shares of the Company on a 1:1 basis which in turn, immediately converted into ordinary shares of the Company at an agreed conversion rate of 0.56 ordinary shares for every Preference Share held. Reebonz Limited's Convertible Loan was swapped into a Convertible Loan with the Company on a 1:1 basis which in turn, was immediately converted into 148,938 ordinary shares of the Company at an issue price of US$10.27. |
Events Occurring After Report_2
Events Occurring After Reporting Date (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2018 | Jul. 31, 2018 | Jul. 01, 2018 | Jun. 28, 2018 | Apr. 27, 2018 | Mar. 28, 2018 | Feb. 23, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Events Occurring After Reporting Date (Textual) | ||||||||||
Share options granted | 821 | 135,875 | 6,029 | 782 | 10,564 | |||||
Share options exercise price | $ 3.50 | $ 11.30 | ||||||||
Paid-up capital increased through cash injection | $ 324 | |||||||||
Due from reebonz korea | $ 5,916 | |||||||||
Trade facility agreement | $ 500 | $ 5,000 | ||||||||
Warrants issued | 88,495 | |||||||||
Minimum [Member] | ||||||||||
Events Occurring After Reporting Date (Textual) | ||||||||||
Percentage of shareholdings | 49.20% | |||||||||
Due from reebonz korea | 0 | |||||||||
Maximum [Member] | ||||||||||
Events Occurring After Reporting Date (Textual) | ||||||||||
Percentage of shareholdings | 49.70% | |||||||||
Due from reebonz korea | 1 | |||||||||
KRW [Member] | ||||||||||
Events Occurring After Reporting Date (Textual) | ||||||||||
Paid-up capital increased through cash injection | $ 241,000 | |||||||||
Due from reebonz korea | $ 4,856 | |||||||||
Employees [Member] | ||||||||||
Events Occurring After Reporting Date (Textual) | ||||||||||
Share options granted | 424,000 | |||||||||
Share options exercise price | $ 2.50 |