Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
Description
of business
Naked
Brand Group Limited (“the Group”) is a designer, distributor, wholesaler and retailer of women’s and
men’s intimates apparel globally. The Group sells its merchandise through retail and outlet stores in New Zealand
and Australia, wholesale operations in New Zealand, Australia, the United States and Europe, and through online channels. The
Group operates both licenced and owned brands, including the following:
Licenced
brands:
Heidi
Klum, Fredericks of Hollywood
Owned
brands:
Pleasure
State, Davenport, Lovable, Bendon, Fayreform, Naked, VaVoom, Evollove, Hickory
The
financial report covers Naked Brand Group Limited and its controlled entities (‘the Group’). Naked Brand Group Limited
is a for-profit Group, incorporated and domiciled in Australia.
During
the year the following significant changes occurred, of which there is further disclosure contained within this report:
|
●
|
On
19
th
June 2018, Bendon Limited (Bendon) and Naked Brand Group Inc. (Naked) completed a business combination pursuant
to the Merger Agreement.
|
|
●
|
On
30
th
June 2018, the licence agreement with Stella McCartney was terminated
|
|
●
|
On
15
th
November 2018 the Group entered into a Stock Purchase Agreement with the shareholders of FOH Online
Corp Inc (FOH)
|
The
financial report was authorised for issue by the Directors on 14 June 2019.
Comparatives
are consistent with prior years, unless otherwise stated.
The
amounts in the financial statements have been rounded to the nearest thousand dollars.
These financial statements have
been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). Naked Brand Group Limited is a for-profit entity for the purpose of preparing the financial statements.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
Naked
Brand Group Limited (The Group) acquired all the share capital of Bendon Limited as part of a corporate reorganization
on 19 June 2018. Following the reorganization, Naked Brand Group Limited completed a merger with Naked Brand Group Inc. which
for accounting purposes was treated as an acquisition such that Naked brand group limited is deemed the accounting acquirer of
the Naked Brand Group Inc. The reorganization of the ownership of Bendon Limited results in the financial statements of the consolidated
Naked Brand Group Limited being a continuation of the Bendon Limited financial statements. The consolidated financial report of
Naked Brand Limited represents a full year of Bendon Limited’s financial results plus Naked Brand Group Inc. from the date
of acquisition being 19 June 2018 to 31 January 2019. The comparative period represents Bendon Limited and its controlled entities
only.
(a)
Historical cost convention
The
financial statements are based on historical costs, except for the measurement at fair value of selected financial assets and
financial liabilities.
2
|
Summary
of Significant Accounting Policies
|
The
financial statements have been prepared on the basis of going concern which contemplates continuity of normal business activities
and the realisation of assets and settlement of liabilities in the ordinary course of business.
For
the financial year ended 31 January 2019 the Group experienced a loss after income tax from continuing operations of NZ$49.220million
and operating cash outflows of NZ$9.434 million. It also is in a net current liability position of $NZ29.426 million
and a positive net asset position of NZ$10.519 million.
The
losses in the year ended 31 January 2019 were a result of reduced revenue from wholesale customers, increased rebates and discounts,
and the plateauing of sales in retail outlets believed to be due to the stores and stockists not having new high margin inventory.
The business is experiencing challenging trading conditions which have been impacted by the cancellation of the Stella McCartney
licence held by the Group which expired on 30 June 2018, the lack of working capital to purchase sufficient levels of inventory
required for trading, reduced customer foot traffic in retail stores and outlets, and a reduction of revenue from wholesale customers.
The business also incurred NZ$10.075 million of non-trading costs in relation to brand transition, restructure, and transaction
costs associated with listing the Group on the Nasdaq stock exchange. The Group also has trade creditors that are trading beyond
their original credit terms.
The
Group has also breached its Bank debt loan covenants during financial year, and the Bank has extended the facility from
being due on 30 June 2019 to being due or subject to renewal on 31 August 2019. The extension of time in the term of
the facility is to provide the Group and the Bank time to consider a refinance of the facility to a longer term to assist
the group continue as a going concern.
In
consequent to the challenging trading conditions and the negative working capital the business raised NZ$23.248 million
of funds in the form of issued capital and convertible notes over the course of the financial year and generated further working
capital by reducing inventory by NZ$9.993
million.
The Group used the funds to reduce the bank debt from NZ$38.489
million to NZ$20.000 million, reduce long overdue trade creditors (both pre and post year end), fund operating
losses, reduce costs, rebuild higher margin inventory, recruit new staff, and pay the costs of listing on the Nasdaq stock exchange.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
The
funds raised and cash flow generated during the financial year ended 31 January 2019 have not been sufficient to provide the Group
with adequate working capital, so subsequent to the end of the financial year management has taken steps to raise further capital
to complete a program that will fund new inventory that will restock stores and supply wholesale customers, fund further losses,
reduce out of term creditors, reduce costs, and provide funds to amortise the Bank debt. It is expected the group will need to
continue to fund losses through to the start of the year ending 31 January 2022. This capital raising/recapitalisation is continuing
at the time of this report with management having set a target to raise a further NZ$31.587 million between March 2019 and 31
January 2020. At the date of this report management had raised NZ$12.179 million and was still planning on raising NZ$19.409 million,
of which NZ$4.347 million is in the forecast for collection in June 2019, NZ$7.31 million in July 2019; and NZ$7.531 million in
October 2019. The Group may need to raise further funds beyond these amounts to fund the period to 31 January 2022.
Management
has also engaged in further restructuring of the businesses operations including reducing costs across distribution channels,
renegotiating supplier contracts, resetting customer supply commitments, updating leadership roles including appointing a new
CEO (which occurred in October 2018) at the Bendon Limited level and the Naked Brand Group Limited level in April 2019,
for the operating business, and managing the opening of new stores. The impact from the proposed capital raising and the restructure
will take time to generate positive cash flows from operations. The Group expects the business will trend to be cash flow positive
by through the year ending 31 January 2021, but will not be fully cash flow positive until the beginning of the year ending
31 January 2022.
As
part of the discussions to renegotiate the Bank facilities the Bank appointed an independent review accountant (Review Accountant)
to review the cash flow and working capital history and forecasts. The Review Accountant issued a report which is consistent
with the information in this note and the Bank has advised they will continue to monitor the Group’s performance during
the Bank debt renegotiation process through a formal appointment of a Review Accountant. The Directors expect the Bank
to offer a new one year facility with amortisation over the next twelve months by 31 August 2019. The offer of a new Bank facility
is dependent on the Group achieving inventory covenants set by the Bank through to 31 August 2019 and the Bank being satisfied
that the Group has progressed with securing the remaining capital planned of $NZD$19.409 million.
The
directors have also considered the Loan Agreement from its previous major shareholder Cullen Investments Limited (“Cullen”)
and has been advised by Cullen that due to some changes with Cullen’s financial circumstances Cullen is not likely to be
a reliable source of funding and as a result the directors have decided to pursue new capital raising activities and not rely
on Cullen.
Despite
the ongoing losses, reduced cash flow and cash facilities, and the other negative financial conditions, the Directors are confident
that the Group will continue as a going concern. However, while the Directors are confident of continuing as a going concern
and meeting its debt obligation to its Bank and creditor commitments as they fall due, the going concern is dependent upon the
Directors and Group being successful in:
|
●
|
Raising further capital in
line with the Group’s cashflow forecast of at least NZ$19.409 million and collecting
it between June 2019 and October 2019 (NZ$4.347 million in June 2019; NZ$7.531 million
in July 2019; and NZ$7.531 million in October 2019) then raising follow on capital (the
amount is yet to be determined) to fund the business through until it expects
to become cash flow positive;
|
|
●
|
Generating sufficient sales
and increasing gross margins and reducing overheads from trading in line with forecast;
|
|
●
|
Having sufficient funds
from the capital raised to reduce costs, recruit new staff, rebuild higher margin inventory,
increasing revenue across the wholesale and retail channels, increase gross margin percentages
and contribution that leads to a reduction in the current cash outflow being incurred
each month to reach a cash flow positive position, and to reduce bank debt;
|
|
●
|
Continue to receive support
from creditors to delay payment of overdue amounts until the Group has adequate cash
flow to commence a repayment arrangement or repay the debt in full;and
|
|
●
|
Renegotiating the current
bank facilities of $20 million to a facility that is at least a 12 month facility, reviewed
annually that commences before the current facilities mature on 31 August 2019; and
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
As
a result the viability of the Group is dependent on the above matters, and there is a substantial doubt about the Group’s
ability to continue as a going concern. However, the Directors’ believe that the Group will be successful in the above
matters and, accordingly, have prepared the report on a going concern basis.
|
(b)
|
Basis
for consolidation
|
Subsidiaries
Subsidiaries
are all entities (including structured entities) over which the group has control. The group controls an entity when the group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the group. They are deconsolidated from the date that control ceases.
Intercompany
transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the group.
Non-controlling
interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement
of comprehensive income, statement of changes in equity and balance sheet respectively.
When
the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant
influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in
profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained
interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive
income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities.
This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
If
the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only
a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where
appropriate.
|
(c)
|
Business
combinations
|
Business
combinations are accounted for by applying the acquisition method which requires an acquiring entity to be identified in all cases.
The acquisition date under this method is the date that the acquiring entity obtains control over the acquired entity.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(c)
|
Business
combinations
|
The
fair value of identifiable assets and liabilities acquired are recognised in the consolidated financial statements at the acquisition
date.
Goodwill
or a gain on bargain purchase may arise on the acquisition date, this is calculated by comparing the consideration transferred
and the amount of non-controlling interest in the acquiree with the fair value of the net identifiable assets acquired. Where
consideration is greater than the net assets acquired, the excess is recorded as goodwill. Where the net assets acquired are greater
than the consideration, the measurement basis of the net assets are reassessed before a gain from bargain purchase recognised
in profit or loss.
All
acquisition-related costs are recognised as expenses in the periods in which the costs are incurred except for costs to issue
debt or equity securities.
Any
contingent consideration which forms part of the combination is recognised at fair value at the acquisition date. If the contingent
consideration is classified as equity then it is not remeasured and the settlement is accounted for within equity. Otherwise subsequent
changes in the value of the contingent consideration liability are measured through profit or loss.
The
tax expense/(benefit) recognised in the consolidated statements of profit or loss and other comprehensive income comprises of
current income tax expense plus deferred tax expense/(benefit).
Current
tax is the amount of income taxes payable/(recoverable) in respect of the taxable profit/(loss) for the period and is measured
at the amount expected to be paid to/(recovered from) the taxation authorities, using the tax rates and laws that have been enacted
or substantively enacted by each jurisdiction by the end of the reporting period. Current tax liabilities/(assets) are measured
at the amounts expected to be paid to/(recovered from) the relevant taxation authority.
Deferred
tax is provided on temporary differences which are determined by comparing the carrying amounts of tax bases of assets and liabilities
to the carrying amounts in the consolidated financial statements.
Deferred
tax is not provided for the following:
|
●
|
The
initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction,
affects neither accounting profit nor taxable profit/(tax loss).
|
|
●
|
Taxable
temporary differences arising on the initial recognition of goodwill.
|
|
●
|
Temporary
differences related to investment in subsidiaries, associates and jointly controlled entities to the extent that the Group
is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in
the foreseeable future.
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
Deferred
tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by each jurisdiction
by the end of the reporting period.
Deferred
tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences and losses can be utilised.
Current
and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises
from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive
income or equity respectively.
In
determining the amount of current and deferred income tax, the Group takes into account the impact of uncertain income
tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may
involve a series of judgements about future events. New information may become available that causes the Group to change
its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the income tax expense
in the period that such a determination is made.
Leases
of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership
that are transferred to entities in the Group, are classified as finance leases.
Finance
leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased
property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated
between the reduction of the lease liability and the lease interest expense for the period.
Lease
payments for operating leases, where substantially all of the risks and benefits remain with the lessor, are charged as expenses
on a straight-line basis over the life of the lease term.
Lease
incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease
term.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(f)
|
Revenue
and other income
|
Sale
of goods
Sales
of goods through retail stores, e-commerce and wholesale channels are recognised when control of the products have been
transferred to the customer
which is a
point
in time. For wholesale and e-commerce sales, risks and rewards are transferred when goods are delivered to customers, and
therefore reflects an estimate of shipments that have not been received at year end based on shipping terms and historical delivery
times. The Group also provides a reserve for projected merchandise returns based on prior experience.
The
Group sells gift cards to customers. The Group recognises revenue from gift cards when they are redeemed by the
customers. In addition, the Group recognises revenue on all of it’s unredeemed gift cards
when
the gift cards have expired
.
(i)
Sale of goods - wholesale
The
Group sells a range of lingerie products in the wholesale market. Sales are recognised when control of the products has transferred,
being when the products are delivered to the wholesaler, the wholesaler has full discretion over the channel and price to sell
the products, and there is no unfulfilled obligation that could affect the wholesaler’s acceptance of the products. Delivery
occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred
to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions
have lapsed, or the group has objective evidence that all criteria for acceptance have been satisfied.
Revenue
from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts. The estimates
of discount is based on the trading terms in the contracts, and revenue is only recognised to the extent that it is highly probable
that a significant reversal will not occur. A refund liability (included in trade and other payables) is recognised for expected
volume payable to customers in relation to sales made until the end of the reporting period. The Group’s obligation to provide
a refund for faulty products under the standard trading terms is recognised as a provision.
(ii)
Sale of goods - retail/e-commerce
The
group operates a chain of retail stores and e-commerce websites selling lingerie products. Revenue from the sale of goods is recognised
when a group entity sells a product to the customer.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(f)
|
Revenue
and other income
|
Payment
of the transaction price is due immediately when the customer purchases the product. It is the group’s policy to sell its
products to the end customer with a right of return within 30 days. Therefore, a refund liability (included in trade and other
payables) and a right to the returned goods (included in inventory if deemed saleable) are recognised for the products expected
to be returned. Accumulated experience is used to estimate such returns at the time of sale at a portfolio level (expected value
method). Because the number of products returned has been steady for years, it is highly probable that a significant reversal
in the cumulative revenue recognised will not occur. The validity of this assumption and the estimated amount of returns are reassessed
at each reporting date.
Interest
revenue
Interest
is recognised using the effective interest method.
Other
income
Other
income is recognised on an accruals basis when the Group is entitled to it.
|
(g)
|
Brand
management, administrative and corporate expenses
|
Corporate
expenses includes head office costs such as human resources, finance team and rental costs. Administrative expenses includes depreciation
and amortisation, as well as professional accounting fees. Brand management expenses includes other costs incurred in selling
products, including advertising, design and retail store occupancy and payroll.
Borrowing
costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such
time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment
of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All
other borrowing costs are recognised as an expense in the period in which they are incurred.
Inventories
are measured at the lower of cost and net realisable value. Cost of inventory is determined using the weighted average costs basis
and is net of any rebates and discounts received. Net realisable value represents the estimated selling price for inventories
less costs necessary to make the sale. Net realisable value is estimated using the most reliable evidence available at the reporting
date and inventory is written down through an obsolescence provision if necessary.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(j)
|
Property,
plant and equipment
|
|
|
|
|
|
Plant
and equipment
|
Plant
and equipment are measured using the cost model.
Under
the cost model the asset is carried at its cost less any accumulated depreciation and any impairment losses. Costs include purchase
price and other directly attributable costs associated with locating the asset to the installation site, where applicable.
Depreciation
Property,
plant and equipment, is depreciated on a straight-line basis over the assets useful life to the Group, commencing when the asset
is ready for use.
The
estimated useful lives used for each class of depreciable asset are shown below:
Fixed
asset class
|
Useful
life
|
Leasehold
improvements
|
1
- 10 years
|
Plant,
furniture, fittings and motor vehicles
|
3
- 7 years
|
At
the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any
revisions are accounted for prospectively as a change in accounting estimate.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(k)
|
Financial
instruments
|
Financial
instruments are recognised initially using trade date accounting, i.e. on the date that the Group becomes party to the contractual
provisions of the instrument.
On
initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured
at fair value through profit or loss where transaction costs are expensed as incurred).
Financial
Assets
(i)
Classification
From
1 February 2018, the group classifies its financial assets in the following measurement categories:
|
●
|
those
to be measured subsequently at fair value (either through OCI or through profit or loss), and
|
|
●
|
those
to be measured at amortised cost.
|
The
classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.
For
assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments
that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition
to account for the equity investment at fair value through other comprehensive income (FVOCI).
The
group reclassifies debt investments when and only when its business model for managing those assets changes.
(ii)
Recognition and derecognition
Regular
way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell
the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have
been transferred and the group has transferred substantially all the risks and rewards of ownership.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(k)
|
Financial
instruments
|
(iii)
Measurement
At
initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial
assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment
of principal and interest.
Debt
instruments
Subsequent
measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics
of the asset. There are three measurement categories into which the group classifies its debt instruments:
|
●
|
Amortised
cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal
and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using
the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate
line item in the statement of profit or loss.
|
|
|
|
|
●
|
FVOCI:
Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’
cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are
taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and
losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously
recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from
these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and
losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement
of profit or loss.
|
|
|
|
|
●
|
FVPL:
Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment
that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the
period in which it arises.
|
Equity
instruments
The
group subsequently measures all equity investments at fair value. Where the group’s management has elected to present fair
value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to
profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit
or loss as other income when the group’s right to receive payments is established.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(k)
|
Financial
instruments
|
Changes
in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from
other changes in fair value.
(iv)
Impairment
From
1 February 2018, the group assesses on a forward looking basis the expected credit losses associated with its debt instruments
carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase
in credit risk.
For
trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
(v)
Subsequent measurement
If
there is objective evidence that an impairment loss on financial assets carried at amortised cost has been incurred, the amount
of the loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future
cash flows discounted at the financial assets original effective interest rate.
Subsequent
recoveries of amounts previously written off are credited against other expenses in profit or loss.
Financial
liabilities
Financial
liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ or other financial
liabilities depending on the purpose for which the liability was acquired. Although the Group uses derivative financial instruments
in economic hedges of currency and interest rate risk, it does not hedge account for these transactions.
The
Group’s financial liabilities include borrowings, trade and other payables (including finance lease liabilities), which
are measured at amortised cost using the effective interest rate method.
All
of the Group’s derivative financial instruments that are not designated as hedging instruments are accounted for at fair
value through profit or loss.
|
(l)
|
Impairment
of non-financial assets
|
At
the end of each reporting period the Group determines whether there is an evidence of an impairment indicator for non-financial
assets.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(l)
|
Impairment
of non-financial assets
|
Where
an indicator exists and regardless for goodwill, indefinite life intangible assets and intangible assets not yet available for
use, the recoverable amount of the asset is estimated.
Where
assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated.
The
recoverable amount of an asset or CGU is the higher of the fair value less costs of disposal and the value in use. Value in use
is the present value of the future cash flows expected to be derived from an asset or cash-generating unit.
Where
the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss.
Reversal
indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill.
|
(m)
|
Cash
and cash equivalents
|
For
the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and
bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
Trade
receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method,
less provision for impairment.
|
(o)
|
Trade
and other payables
|
These
amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid.
The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current
liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair
value and subsequently measured at amortised cost using the effective interest method.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
Goodwill
is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the sum of:
|
i)
|
the
consideration transferred;
|
|
ii)
|
any
non-controlling interest; and
|
|
iii)
|
the
acquisition date fair value of any previously held equity interest;
|
over
the acquisition date fair value of net identifiable assets acquired in a business combination.
Patents
and licences
Separately
acquired patents and licences are shown at historical cost. Licenses and customer contracts acquired in a business combination
are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less
accumulated amortisation and impairment losses. Licence fees have an estimated useful life of 5 – 50 years.
Software
Software
has a finite life and is carried at cost less any accumulated amortisation and impairment losses. It has an estimated useful life
of between one and three years.
Brands
Brand
assets relate to brands owned by the Group that have arisen on historical acquisitions. These assets were initially measured at
fair value.
Brands
are considered as to whether they have a finite or indefinite useful life at their acquisition and are amortized if considered
to have a finite life. Brands are considered to have indefinite lives in circumstances when there is no foreseeable limit to the
period over which the asset is expected to generate net cash flows for the entity they are not amortised. Brands with indefinite
useful lives have been in existence for many years, are well established and show no signs of deteriorating. These indefinite
life brands are assessed for impairment annually or more frequently if impairment indicators are noted.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(p)
|
Intangibles
|
|
|
|
|
|
Amortisation
|
Amortisation
is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill
and indefinite life brands, from the date that they are available for use.
Amortisation
methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Goodwill
and indefinite life brands are not amortised but are tested for impairment annually or more frequently if impairment indicators
exist. Goodwill is allocated to the Group’s cash generating units or groups of cash generating units, which represent the
lowest level at which goodwill is monitored but where such level is not larger than an operating segment. Gains and losses on
the disposal of an entity include the carrying amount of goodwill related to the entity sold.
|
(i)
|
Short-term
obligations
|
Liabilities
for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within
12 months after the end of the period in which the employees render the related service are recognised in respect of employees’
services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current employee benefit obligations in the balance sheet.
|
(ii)
|
Other
long-term employee benefit obligations
|
The
liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service. They are therefore measured as the present value of expected future
payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit
credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods
of service.
Expected
future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms
and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience
adjustments and changes in actuarial assumptions are recognised in profit or loss.
The
obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer
settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
Provisions
are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that
an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions
are measured at the present value of management’s best estimate of the outflow required to settle the obligation at the
end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken
to finance costs in the consolidated statements of profit or loss and other comprehensive income.
Provisions
recognised represent the best estimate of the amounts required to settle the obligation at the end of the reporting period.
|
(i)
|
Lease
incentive provision
|
Lease
contributions include payment for improvements initially funded by the landlord. The improvement asset is capitalised and a provision
for the amount of landlord contribution is recognised. The provision is released on a monthly basis over the term of the lease
of the property.
|
(ii)
|
Onerous
contract provision
|
The
Group provides for future losses on long-term contracts where it is considered probable that the contract costs are likely to
exceed revenues in future years. A provision is required for the present value of future losses. Estimating these future losses
involves a number of assumptions about the achievement of contract performance targets and the likely levels of future cost escalation
over time.
|
(iii)
|
Make
good provision
|
The
Group is required to restore the lease premises of various retail stores to their original condition at the end of the respective
lease terms. Provisions for make good obligations are recognised when the group has a present legal or constructive obligation
as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount
can be reliably estimated. A provision is recognised for the present value of the estimated expenditure required to remove any
leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over
the lease term.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(s)
|
Earnings/(loss)
per share
|
(i)
Basic earnings/(loss) per share
Basic
earnings/(loss) per share is calculated by dividing:
|
●
|
the
profit/(loss) attributable to owners of the Group, excluding any costs of servicing equity other than ordinary shares
|
|
●
|
by
the weighted average number of ordinary shares outstanding during the financial year.
|
(ii)
Diluted earnings/(loss) per share
Diluted
earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share to take into account:
|
●
|
the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
|
|
●
|
the
weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive
potential ordinary shares.
|
For
periods in which the Group has reported net losses, diluted net loss per share attributable to common shareholders is the
same as basic net loss per share attributable to common stockholders, since their impact would be anti-dilutive to the calculation
of net loss per share.
Borrowings
are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over
the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised
as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all
of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period
of the facility to which it relates.
Borrowings
are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference
between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration
paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance
costs.
Where
the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or
part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference
between the carrying amount of the financial liability and the fair value of the equity instruments issued.
Borrowings
are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting period.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
On
issuance of the convertible notes, an assessment is made to determine whether the convertible notes contain an equity instrument
or whether the whole instrument should be classified as a financial liability.
When
it is determined that the whole instrument is a financial liability and no equity instrument is identified (for example for foreign-currency-denominated
convertibles notes), the conversion option is separated from the host debt and classified as a derivative liability. The carrying
value of the host contract (a contract denominated in a foreign currency) at initial recognition is determined as the difference
between the consideration received and the fair value of the embedded derivative. The host contract is subsequently measured at
amortised cost using the effective interest rate method. The embedded derivative is subsequently measured at fair value at the
end of each reporting period through the profit and loss. The convertible note and the derivative are presented as a single number
on the balance sheet within interest-bearing loans and borrowings.
When
it is determined that the instrument contains an equity component based on the terms of the contract, on issuance of the convertible
notes, the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond. This
amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on
conversion or redemption. The remainder of the proceeds is allocated to the conversion option that is recognised and included
in equity. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option
is not re-measured in subsequent years.
Ordinary
shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction
from equity, net of any tax effects.
|
(w)
|
Foreign
currency transactions and balances
|
Each
of the entities within the Group prepare their financial statements based on the currency of the primary economic environment
in which the entity operates (functional currency). The consolidated financial statements are presented in New Zealand dollars
which is the parent entity’s functional and presentation currency.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(w)
|
Foreign
currency transactions and balances
|
|
|
|
|
|
Transaction
and balances
|
Foreign
currency transactions are recorded at the spot rate on the date of the transaction.
At
the end of the reporting period:
|
●
|
Foreign
currency monetary items are translated using the closing foreign currency rate;
|
|
●
|
Non-monetary
items that are measured at historical cost are translated using the exchange rate at the date of the transaction; and
|
|
●
|
Non-monetary
items that are measured at fair value are translated using the rate at the date when fair value was determined.
|
Exchange
differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which
they were translated on initial recognition or in prior reporting periods are recognised through profit or loss, except where
they relate to an item of other comprehensive income or whether they are deferred in equity as qualifying hedges.
Group
companies
The
financial results and position of foreign operations whose functional currency is different from the Group’s presentation
currency are translated as follows:
|
●
|
assets
and liabilities are translated at period-end exchange rates prevailing at that reporting date;
|
|
●
|
income
and expenses are translated at average exchange rates for the period where the average rate approximates the rate at the date
of the transaction; and
|
|
●
|
retained
earnings are translated at the exchange rates prevailing at the date of the transaction.
|
Exchange
differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation
reserve in the consolidated balance sheets. These differences are recognised in the consolidated statements of profit or loss
and other comprehensive income in the period in which the operation is disposed.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
(x)
|
Adoption
of new and revised accounting standards
|
|
|
|
|
|
A
number of new or amended accounting standards become applicable for the current reporting period and the Group had to change
it accounting policies as a result of adopting the following accounting standards.
|
|
|
|
|
|
-
IFRS 9 Financial Instruments
|
|
|
-
IFRS 15 Revenue from contract with customers
|
|
|
|
|
|
There
were no material impacts on adoption of IFRS 9 and IFRS 15. The other accounting standards did not have any impact on the
Group’s accounting policies and did not require retrospective adjustments.
|
|
|
|
|
(y)
|
New
Accounting Standards and Interpretations
|
|
|
|
|
|
Certain
new accounting standards and interpretations have been published that are not mandatory for 31 January 2019 reporting periods
and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations
is set out below.
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
2
|
Summary
of Significant Accounting Policies
|
|
|
|
(y)
|
New
Accounting Standards and Interpretations
|
Title of Standard
|
|
Nature of change
|
|
Impact
|
|
Mandatory application
date/Date of adoption by Group
|
IFRS 16
Leases
|
|
The IASB has issued a new standard for leases. This will replace IAS 17.
The main impact on lessees is that almost all leases go on balance sheet. This is because the balance sheet distinction between operating and finance leases is removed for lessees. Instead, under the new standard an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exemptions are short-term and low-value leases.
|
|
Management is currently assessing the impact of the new rules and believes
the adoption of the provisions of this update will have a material impact on the Group’s consolidated financial
statements.
The new standard will require that we record a liability and a related asset on the balance sheet
for our leased facilities.
|
|
Management is currently assessing the impact of the new rules and believes
the adoption of the provisions of this update will have a material impact on the Group’s consolidated financial
statements.
Mandatory for financial years commencing on or after 1 January 2019.
Expected date
of adoption by the Group: 1 February 2019.
|
|
|
|
|
|
|
|
IFRC 23 Uncertainty over Income Tax Treatments (IFRIC 23)
|
|
On June 7, 2017, the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments (“IFRIC 23”). IFRIC 23 clarifies the application of recognition and measurement requirements in IAS 12, Income Taxes, when there is uncertainty over income tax treatments. The IFRIC 23 interpretation specifically addresses whether an entity considers uncertain tax treatments separately; the assumptions an entity makes about the examination of tax treatments by taxation authorities; how an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates; and how an entity considers changes in facts and circumstances.
|
|
The Group is currently evaluating the impact
of adopting this standard on the consolidated financial statements.
|
|
IFRIC 23 is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted.
|
There
are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current
or future reporting periods and on foreseeable future transactions.
Operating
segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The executive
directors are the chief operating decision maker, responsible for allocating resources and assessing performance of the operating
segments.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
3
|
Changes
in accounting policies
|
This
note explains the impact of the adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers on
the group’s financial statements and also discloses the new accounting policies that have been applied from 1 February 2018,
where they are different to those applied in prior periods.
|
(a)
|
Impact
on the financial statements
|
There
were no impacts on the Group’s accounting policies on adoption of IFRS 9 and IFRS 15, and no retrospective adjustments required
either.
|
(b)
|
IFRS
9 Financial Instruments – Accounting policies applied from 1 February 2018
|
Impairment
For
trade receivables, the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
|
(c)
|
IFRS
15 Revenue from Contracts with Customers – Accounting policies
|
|
|
(i)
|
Sale
of goods - wholesale
|
The
Group sells a range of lingerie products in the wholesale market. Sales are recognised when control of the products has transferred,
being when the products are delivered to the wholesaler, the wholesaler has full discretion over the channel and price to sell
the products, and there is no unfulfilled obligation that could affect the wholesaler’s acceptance of the products. Delivery
occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred
to the wholesaler, and either the wholesaler has accepted the products in accordance with the sales contract, the acceptance provisions
have lapsed, or the group has objective evidence that all criteria for acceptance have been satisfied.
Revenue
from these sales is recognised based on the price specified in the contract, net of the estimated volume discounts. The estimates
of discount is based on the trading terms in the contracts, and revenue is only recognised to the extent that it is highly probable
that a significant reversal will not occur. A refund liability (included in trade and other payables) is recognised for expected
volume payable to customers in relation to sales made until the end of the reporting period. The Group’s obligation to provide
a refund for faulty products under the standard trading terms is recognised as a provision.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
3
|
Changes
in accounting policies
|
|
|
|
(c)
|
IFRS
15 Revenue from Contracts with Customers – Accounting policies
|
|
(ii)
|
Sale
of goods - retail/e-commerce
|
The
group operates a chain of retail stores and e-commerce websites selling lingerie products. Revenue from the sale of goods is recognised
when a group entity sells a product to the customer.
Payment
of the transaction price is due immediately when the customer purchases the product. It is the group’s policy to sell its
products to the end customer with a right of return within 30 days. Therefore, a refund liability (included in trade and other
payables) and a right to the returned goods (included in inventory) are recognised for the products expected to be returned. Accumulated
experience is used to estimate such returns at the time of sale at a portfolio level (expected value method). Because the number
of products returned has been steady for years, it is highly probable that a significant reversal in the cumulative revenue recognised
will not occur. The validity of this assumption and the estimated amount of returns are reassessed at each reporting date.
4
|
Critical
Accounting Estimates and Judgments
|
The
directors make estimates and judgements during the preparation of these financial statements regarding assumptions about current
and future events affecting transactions and balances.
These
estimates and judgements are based on the best information available at the time of preparing the financial statements, however
as additional information is known then the actual results may differ from the estimates.
The
significant estimates and judgements made have been described below.
|
Key
estimates - inventory
|
Each
item on inventory is reviewed on an annual basis to determine whether it is being carried at higher than its net realisable value.
During the period, management have written down inventory based on best estimate of the net realisable value, although until the
time that inventory is sold this is an estimate.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
4
|
Critical
Accounting Estimates and Judgments
|
|
Key
estimates - fair value of financial instruments
|
The
Group has certain financial assets and liabilities which are measured at fair value. Where fair value has not been able to be
determined based on quoted price, a valuation model has been used. The inputs to these models are observable, where possible,
however these techniques involve significant estimates and therefore fair value of the instruments could be affected by changes
in these assumptions and inputs.
|
Key
estimates - impairment of brands
|
In
accordance with IAS 36 Impairment of Assets, the Group is required to estimate the recoverable amount of indefinite-lived brand
assets at each reporting period.
Impairment
testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported
by their value in use or fair value less cost to sell.
In
calculating the fair value less costs to sell, certain assumptions are required to be made in respect of highly uncertain matters
including management’s expectations of:
|
-
|
growth
in brand revenues
|
|
-
|
market
royalty rate
|
|
-
|
the
selection of discount rates to reflect the risks involved, and
|
|
-
|
long-term
growth rates
|
Changing
the assumptions selected by management, in particular the growth rate, discount rate and market royalty rate assumption used,
could significantly affect the Group’s impairment evaluation and hence results.
The
Group’s review includes the key assumptions related to sensitivity in the model. Further details are provided in note 15
to the consolidated financial statements.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
4
|
Critical
Accounting Estimates and Judgments
|
|
Key
estimates - impairment of goodwill
|
In
accordance with IAS 36 Impairment of Assets, the Group is required to estimate the recoverable amount of goodwill at each reporting
period.
Impairment
testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported
by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted
at an appropriate rate and using a terminal value to incorporate expectations of growth thereafter.
In
calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain
matters including management’s expectations of:
|
-
|
growth
in EBITDA future cash flows;
|
|
-
|
timing
and quantum of future capital expenditure;
|
|
-
|
long-term
growth rates; and
|
|
-
|
the
selection of discount rates to reflect the risks involved.
|
Changing
the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections,
could significantly affect the Group’s impairment evaluation and hence results.
The
Group’s review includes the key assumptions related to sensitivity in the cash flow projections. Further details are provided
in note15(c) to the consolidated financial statements.
Deferred
tax assets
Determining
income tax provisions and the recognition of deferred tax assets including carried forward income tax involves judgment on the
tax treatment of certain transactions. Deferred tax is recognised on tax losses not yet used and on temporary differences where
it is probable that there will be taxable revenue against which these can be offset. Management has made judgments as to the probability
of future taxable income being generated against which tax losses will be available for offset based on budgets, current and future
expected economic conditions.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
5
|
Revenue
and Other Income
|
|
|
|
Revenue
from continuing operations
|
|
|
For
the Year
Ended
31 January 2019
NZ$000’s
|
|
|
For
the Year
Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the Year
Ended
30 June 2016
NZ$000’s
|
|
Gross
revenue
|
|
|
120,278
|
|
|
|
145,452
|
|
|
|
104,007
|
|
|
|
163,481
|
|
Rebates
|
|
|
(8,358
|
)
|
|
|
(14,064
|
)
|
|
|
(7,723
|
)
|
|
|
(12,481
|
)
|
|
|
|
111,920
|
|
|
|
131,388
|
|
|
|
96,284
|
|
|
|
151,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of goods by channel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Retail
|
|
|
50,443
|
|
|
|
53,150
|
|
|
|
34,460
|
|
|
|
58,837
|
|
-
Wholesale
|
|
|
29,394
|
|
|
|
45,901
|
|
|
|
43,379
|
|
|
|
77,729
|
|
-
Online
|
|
|
32,083
|
|
|
|
32,234
|
|
|
|
18,157
|
|
|
|
6,724
|
|
|
|
|
111,920
|
|
|
|
131,285
|
|
|
|
95,996
|
|
|
|
143,290
|
|
Services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,702
|
|
Other
income
|
|
|
-
|
|
|
|
103
|
|
|
|
288
|
|
|
|
8
|
|
|
|
|
111,920
|
|
|
|
131,388
|
|
|
|
96,284
|
|
|
|
151,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
of goods by geography
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
New Zealand
|
|
|
40,703
|
|
|
|
46,665
|
|
|
|
30,676
|
|
|
|
62,109
|
|
-
Australia
|
|
|
32,065
|
|
|
|
38,208
|
|
|
|
32,913
|
|
|
|
53,193
|
|
-
United States
|
|
|
34,156
|
|
|
|
32,323
|
|
|
|
23,146
|
|
|
|
19,167
|
|
-
Europe
|
|
|
4,996
|
|
|
|
14,192
|
|
|
|
9,549
|
|
|
|
16,531
|
|
|
|
|
111,920
|
|
|
|
131,388
|
|
|
|
96,284
|
|
|
|
151,000
|
|
Other
income relates to non-recurring advisory, management and design services provided to other third party intimates apparel brand
owners.
All
revenue is recognised at a point in time.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
The
loss for the period was derived after charging / (crediting) the following items that are unusual and of significance because
of their size, nature and incidence:
|
|
For
the Year
Ended
31 January 2019
NZ$000’s
|
|
|
For
the Year
Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the Year
Ended
30 June 2016
NZ$000’s
|
|
Finance
Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Interest expense on external borrowings
|
|
|
2,338
|
|
|
|
5,431
|
|
|
|
2,923
|
|
|
|
3,140
|
|
-
Interest expense on shareholder loans
|
|
|
1,062
|
|
|
|
2,807
|
|
|
|
3,040
|
|
|
|
7,042
|
|
-
Amortisation on loan set up costs
|
|
|
641
|
|
|
|
553
|
|
|
|
275
|
|
|
|
227
|
|
|
|
|
4,041
|
|
|
|
8,791
|
|
|
|
6,238
|
|
|
|
10,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(gains)/losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Fair value (gain)/loss on foreign exchange contracts
|
|
|
1,065
|
|
|
|
(502
|
)
|
|
|
2,135
|
|
|
|
7,660
|
|
-
Net foreign exchange(gains)/losses
|
|
|
(3,027
|
)
|
|
|
(255
|
)
|
|
|
1,171
|
|
|
|
(5,237
|
)
|
|
|
|
(1,963
|
)
|
|
|
(757
|
)
|
|
|
3,306
|
|
|
|
2,423
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
For
the Year
Ended
31 January 2019
NZ$000’s
|
|
|
For
the Year
Ended
31 January 2018
NZ$000’s
|
|
|
For
the 7
Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the Year
Ended
30 June 2016
NZ$000’s
|
|
Brand
transition, restructure and transaction expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Brand transition expenses
|
|
|
291
|
|
|
|
-
|
|
|
|
-
|
|
|
|
884
|
|
-
Onerous contracts
|
|
|
(109
|
)
|
|
|
(265
|
)
|
|
|
1,166
|
|
|
|
789
|
|
-
Restructure expenses
|
|
|
626
|
|
|
|
215
|
|
|
|
103
|
|
|
|
559
|
|
-
Transaction expenses
|
|
|
9,267
|
|
|
|
3,322
|
|
|
|
52
|
|
|
|
-
|
|
|
|
|
10,075
|
|
|
|
3,272
|
|
|
|
1,321
|
|
|
|
2,232
|
|
The
onerous contracts expense reversal relates to a reversal of the provision raised in the prior year.
Transaction
expenses relate to costs incurred in respect of the US listing process.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
The
loss for the period includes the following specific expenses:
|
|
For
the Year
Ended
31 January 2019
NZ$000’s
|
|
|
For
the Year
Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the Year
Ended
30 June 2016
NZ$000’s
|
|
Employee
benefits expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Salaries and wages
|
|
|
30,872
|
|
|
|
33,613
|
|
|
|
19,917
|
|
|
|
33,666
|
|
-
Defined contribution expenses
|
|
|
508
|
|
|
|
545
|
|
|
|
1,022
|
|
|
|
1,588
|
|
|
|
|
31,380
|
|
|
|
34,158
|
|
|
|
20,939
|
|
|
|
35.254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
2,151
|
|
|
|
2,724
|
|
|
|
1,664
|
|
|
|
2,966
|
|
Amortisation
|
|
|
231
|
|
|
|
306
|
|
|
|
178
|
|
|
|
323
|
|
Impairment
loss
|
|
|
8,173
|
|
|
|
1,914
|
|
|
|
292
|
|
|
|
2,157
|
|
|
|
|
10,555
|
|
|
|
4,944
|
|
|
|
2,134
|
|
|
|
5,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental
expense on operating leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Lease payments
|
|
|
9,760
|
|
|
|
10,807
|
|
|
|
6,485
|
|
|
|
11,034
|
|
-
Sublease payments received
|
|
|
-
|
|
|
|
(483
|
)
|
|
|
(354
|
)
|
|
|
(567
|
)
|
|
|
|
9,760
|
|
|
|
10,324
|
|
|
|
6,131
|
|
|
|
10,467
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
7
|
Income
Tax Expense/(benefit)
|
(a)
The major components of tax expense/(benefit) comprise:
|
|
For
the Year
Ended
31 January 2019
NZ$000’s
|
|
|
For
the Year
Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the Year
Ended
30 June 2016
NZ$000’s
|
|
Current
tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
tax on profits for the period
|
|
|
(667
|
)
|
|
|
537
|
|
|
|
807
|
|
|
|
301
|
|
Adjustments
for current tax of prior periods
|
|
|
(607
|
)
|
|
|
(477
|
)
|
|
|
58
|
|
|
|
(344
|
)
|
Total
current tax expense/(benefit)
|
|
|
(1,274
|
)
|
|
|
60
|
|
|
|
865
|
|
|
|
(43
|
)
|
Deferred
tax expense/(benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease/(increase)
in deferred tax assets (note 28)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,589
|
|
Income
tax expense/(benefit) for continuing operations
|
|
|
(1,274
|
)
|
|
|
60
|
|
|
|
865
|
|
|
|
5,546
|
|
(b)
Reconciliation of income tax to accounting profit:
Loss
before income tax
|
|
|
(50,492
|
)
|
|
|
(37,533
|
)
|
|
|
(15,114
|
)
|
|
|
(15,200
|
)
|
Tax
at New Zealand tax rate of 28%
|
|
|
(14,138
|
)
|
|
|
(10,509
|
)
|
|
|
(4,232
|
)
|
|
|
(4,256
|
)
|
Tax effect
of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
permanent differences (including impairment expense)
|
|
|
753
|
|
|
|
(105
|
)
|
|
|
(6
|
)
|
|
|
757
|
|
-
adjustments in respect of current income tax of previous years
|
|
|
(522
|
)
|
|
|
(449
|
)
|
|
|
41
|
|
|
|
(237
|
)
|
-
effects of different tax rates of subsidiaries operating in other jurisdictions
|
|
|
493
|
|
|
|
(30
|
)
|
|
|
(15
|
)
|
|
|
(42
|
)
|
-
deferred tax assets relating to the current year not brought to account
|
|
|
12,077
|
|
|
|
11,150
|
|
|
|
5,119
|
|
|
|
3,934
|
|
-
deferred tax assets relating to prior periods no longer recognised (note 28)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,589
|
|
-
other
|
|
|
63
|
|
|
|
3
|
|
|
|
(42
|
)
|
|
|
(199
|
)
|
Income
tax expense/(benefit)
|
|
|
(1,274
|
)
|
|
|
60
|
|
|
|
865
|
|
|
|
5,546
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
7
|
Income
Tax Expense/(benefit)
|
(c)
Tax losses not recognised
|
|
For
the Year
Ended
31 January 2019
NZ$000’s
|
|
|
For
the Year
Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the Year
Ended
30 June 2016
NZ$000’s
|
|
Unused
tax losses for which no deferred tax asset has been recognised
|
|
|
130,587
|
|
|
|
87,455
|
|
|
|
43,269
|
|
|
|
23,765
|
|
Potential
tax benefit at 28%
|
|
|
36,564
|
|
|
|
24,487
|
|
|
|
12,115
|
|
|
|
6,654
|
|
The
Group has assessed future forecast profits and concluded that not enough criteria have been satisfied to recognise any deferred
tax assets at the period ended 31 January 2019. Unused tax losses do not have an expiry date.
(d)
Temporary differences not recognised
|
|
For
the Year
Ended
31 January 2019
NZ$000’s
|
|
|
For
the Year
Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the Year
Ended
30 June 2016
NZ$000’s
|
|
Temporary
differences for which no deferred tax asset has been recognised
|
|
|
14,504
|
|
|
|
14,661
|
|
|
|
18,703
|
|
|
|
19,924
|
|
Potential
tax benefit at 28%
|
|
|
4,061
|
|
|
|
4,105
|
|
|
|
5,237
|
|
|
|
5,579
|
|
On
19th June 2018, Bendon Limited (Bendon) and Naked Brand Group Inc. (Naked) completed a business combination pursuant to the Merger
Agreement. The business combination was executed after Bendon Limited reorganised its group and inserted a new entity as its parent
entity in which the Bendon shareholders rolled over their shares into the new entity. The new parent entity is called Naked Brand
Group Limited. Bendon Limited was considered the accounting acquirer of the consolidated group and the consolidated accounts represents
a continuation of the Bendon Limited financial statements.
Pursuant
to the Merger Agreement, (i) Bendon undertook a reorganization (the “Reorganization”) pursuant to which all of the
shareholders of Bendon Limited exchanged all of the outstanding ordinary shares of Bendon Limited (the “Bendon Ordinary
Shares”) for ordinary shares in Naked Brand Group Limited (“Naked Brand Group Ordinary Shares”), and (ii) immediately
thereafter, the parties effectuated a merger of Merger Sub and Naked, with Naked surviving as a wholly owned subsidiary of Naked
Brand Group Limited and the Naked stockholders receiving Naked Brand Group Ordinary Shares in exchange for all of the outstanding
shares of common stock of Naked (the “Merger” and together with the Reorganization, the “Transactions”).
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
Details
of the purchase consideration, the net assets acquired and goodwill are as follows:
|
|
Naked
NZ$000’s
|
|
Purchase
consideration
|
|
|
|
|
Shares
issued - fair value
|
|
|
14,196
|
|
The
assets and liabilities recognised as a result of the acquisition are as follows:
|
|
Fair
value
NZ$000’s
|
|
Cash
|
|
|
592
|
|
Trade
and other receivables
|
|
|
4,186
|
|
Inventories
|
|
|
1,810
|
|
Intangible
assets
|
|
|
|
|
- Brand
|
|
|
2,726
|
|
Trade
and other payables
|
|
|
(916
|
)
|
|
|
|
|
|
Net
identifiable assets acquired
|
|
|
8,398
|
|
Add:
goodwill
|
|
|
5,798
|
|
|
|
|
|
|
Net
assets acquired
|
|
|
14,196
|
|
There
were no acquisitions in the year ended 31 January 2018.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(a)
|
Acquisition-related
costs
|
Acquisition-related
costs of $3,739,279 that were not directly attributable to the issue of shares are included in administrative expenses in profit
or loss and in operating cash flows in the statement of cash flows. In addition, approximately 100,000 Naked Brand Group’s
share was issued to advisors as part of their consultancy in lieu of cash payment. The fair value of these was $700 thousand and
that cost has been recognised as an expense in the profit and loss.
|
(b)
|
Revenue
and profit contribution
|
The
acquired business contributed revenues of $2,244,095 and net loss of $813,808 to the group for the period from 19 June 2018 to
31 January 2019. If the acquisition occurred on 1 February 2018, the full year revenue of the combined group would have been $113,969,040
and loss of $49,255,319.
|
(c)
|
Provisional
accounting
|
The
initial accounting for the business combination is incomplete at the time of the end of the reporting period and will be recognised
using provisional amounts. During the measurement period, the Group will retrospectively adjust the provisional amounts
recognised at the acquisition date to reflect new information obtained about facts and circumstance that existed as at the acquisition
date. The measurement period ends as soon the Group receives the information it was seeking about facts and circumstances
that existed as of the acquisition date or learns that more information is not obtained. The measurement shall not exceed one
year from the acquisition date.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
9
|
Acquisition
of FOH Online Corp Inc.
|
On
November 15, 2018 the Group entered into a Stock Purchase Agreement with the shareholders of FOH Online Corp Inc (FOH),
which included Cullen Investments Limited (Cullen) a related entity, that the Group purchased all of the issued and outstanding
shares of FOH. The transaction was settled on December 6, 2019. The sub licence agreement which was in place between the Group
and FOH was terminated upon completion of this transaction. The Group has treated this transaction as an asset acquisition
as the activities of FOH did not constitute a business.
Details
of the purchase consideration, the net assets acquired and goodwill are as follows:
|
|
FOH
|
|
|
|
NZ$000’s
|
|
Purchase
consideration
|
|
|
|
|
Shares
issued at fair value
|
|
|
6,872
|
|
Debt
forgiveness
|
|
|
13,074
|
|
Total
|
|
|
19,946
|
|
The
assets and liabilities recognised as a result of the acquisition are as follows
|
|
Fair
value
|
|
|
|
NZ$000’s
|
|
Cash
|
|
|
278
|
|
Net
balance with sub licencee
|
|
|
(3,119
|
)
|
Loan
payable to EJ Watson
|
|
|
(2,172
|
)
|
Patents
and Licences
|
|
|
24,959
|
|
Total
of assets acquired
|
|
|
19,946
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
Segment
information
Identification
of reportable operating segments
The
consolidated entities’ Director examined the group’s performance from both sales channel and geographical perspective
and identified seven reportable segments being Australia Retail, New Zealand Retail, Australia wholesale, New Zealand wholesale,
US Wholesale, EU Wholesale and e-commerce.
Australia
retail
This
segment covers retail and outlet stores located in Australia.
New
Zealand retail
This
segment covers retail and outlet stores located in New Zealand.
Australia
wholesale
This
segment covers the wholesale of intimates apparel to customers based in Australia.
New
Zealand wholesale
This
segment covers the wholesale of intimates apparel to customers based in New Zealand.
US
wholesale
This
segment covers the wholesale of intimates apparel to customers based in the United States of America.
Europe
wholesale
This
segment covers the wholesale of intimates apparel to customers based in Europe.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
Identification
of reportable operating segments
E-commerce
This
segment covers the group’s online retail activities. E-commerce revenue for the periods ended 31 January 2019, 31 January
2018 and 31 January 2017 include revenue from a US brand called Fredericks of Hollywood for which Bendon Limited currently has
a licence agreement.
These
operating segments are based on the internal reports that are reviewed and used by the Chief Executive Officer (who is identified
as the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of resources.
The
CODM reviews underlying EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted
for internal reporting to the CODM are consistent with those adopted in the financial statements.
EBITDA
is a financial measure which is not prescribed by IFRS and represents the profit adjusted for specific non-cash and significant
items. The directors consider EBITDA to reflect the core earnings of the consolidated entity.
The
information reported to the CODM is on a monthly basis.
Other
Costs and Business Activities
Certain
costs are not allocated to our reporting segment results, such as costs associated with the following:
-
Corporate overheads, which is responsible for centralized functions such as information technology, facilities, legal, finance,
human resources, business development, and procurement. These costs also include compensation costs and other miscellaneous operating
expenses not charged to our operating segments, as well as interest and tax income and expense.
These
costs are included with in “unallocated” segment in our segment performance.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
Other
assets and liabilities
We
manage our assets and liabilities on a Group basis, not by segment. CODM does not regularly review any asset or liability information
by segment and its preparation is impracticable. Accordingly, we do not report asset and liability information by segment.
Reconciliation
of segment revenue to consolidated statements of profit or loss and other comprehensive income:
|
|
For
the
Year Ended
31 January 2019
NZ$000’s
|
|
|
For
the
Year Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the
Year Ended
30 June 2016
NZ$000’s
|
|
Total segment revenue
|
|
|
136,842
|
|
|
|
156,311
|
|
|
|
113,031
|
|
|
|
176,145
|
|
Intersegment eliminations
|
|
|
(24,922
|
)
|
|
|
(24,923
|
)
|
|
|
(16,747
|
)
|
|
|
(32,855
|
)
|
Other revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,710
|
|
Total revenue
|
|
|
111,920
|
|
|
|
131,388
|
|
|
|
96,284
|
|
|
|
151,000
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
Reconciliation
of segment EBITDA to the consolidated statements of profit or loss and other comprehensive income:
The
Board meets on a monthly basis to assess the performance of each segment, net operating profit does not include non-operating
revenue and expenses such as dividends, fair value gains and losses.
|
|
For
the
Year Ended
31 January 2019
NZ$000’s
|
|
|
For
the
Year Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the
Year Ended
30 June 2016
NZ$000’s
|
|
Segment EBITDA
|
|
|
(25,602
|
)
|
|
|
(24,053
|
)
|
|
|
(2,126
|
)
|
|
|
10,470
|
|
Income tax (expense)/benefit
|
|
|
1,274
|
|
|
|
(60
|
)
|
|
|
(865
|
)
|
|
|
(5,546
|
)
|
Other revenue
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,710
|
|
Any other reconciling
items
|
|
|
(24,892
|
)
|
|
|
(13,480
|
)
|
|
|
(12,988
|
)
|
|
|
(33,380
|
)
|
Total
net loss after tax
|
|
|
(49,220
|
)
|
|
|
(37,593
|
)
|
|
|
(15,979
|
)
|
|
|
(20,746
|
)
|
Any
other reconciling items includes brand transition, finance expenses, impairment expense, depreciation and amortisation, fair value
gain/loss on foreign exchange contracts, and unrealised foreign exchange gain/loss that cannot be allocated to segments.
|
(b)
|
Geographical
information
|
In
presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers
whereas segment assets are based on the location of the assets.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(b)
|
Geographical
information
|
|
|
For
the
Year Ended
31 January 2019
NZ$000’s
|
|
|
For
the
Year Ended
31 January 2018
NZ$000’s
|
|
|
For
the
7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For
the
Year Ended
30 June 2016
NZ$000’s
|
|
New Zealand
|
|
|
40,703
|
|
|
|
46,665
|
|
|
|
30,676
|
|
|
|
62,109
|
|
Australia
|
|
|
32,065
|
|
|
|
38,208
|
|
|
|
32,913
|
|
|
|
53,193
|
|
United States
|
|
|
34,156
|
|
|
|
32,323
|
|
|
|
23,146
|
|
|
|
19,167
|
|
Europe
|
|
|
4,996
|
|
|
|
14,192
|
|
|
|
9,549
|
|
|
|
16,531
|
|
|
|
|
111,920
|
|
|
|
131,388
|
|
|
|
96,284
|
|
|
|
151,000
|
|
The
revenues resulting from the Naked business combination are included in the United States segment shown above.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
For
the year ended 31 January 2019
|
|
NZ
Retail
NZ$000’s
|
|
|
AU
Retail
NZ$000’s
|
|
|
NZ
Wholesale
NZ$000’s
|
|
|
AU
Wholesale
NZ$000’s
|
|
|
US
Wholesale
NZ$000’s
|
|
|
EU
Wholesale
NZ$000’s
|
|
|
e-commerce
NZ$000’s
|
|
|
Unallocated
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
Revenue
from external customers
|
|
|
31,801
|
|
|
|
18,547
|
|
|
|
7,154
|
|
|
|
11,491
|
|
|
|
5,798
|
|
|
|
4,996
|
|
|
|
32,133
|
|
|
|
-
|
|
|
|
111,920
|
|
Service
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
31,801
|
|
|
|
18,547
|
|
|
|
7,154
|
|
|
|
11,491
|
|
|
|
5,798
|
|
|
|
4,996
|
|
|
|
32,133
|
|
|
|
-
|
|
|
|
111,920
|
|
Cost
of sales
|
|
|
(15,424
|
)
|
|
|
(9,192
|
)
|
|
|
(6,372
|
)
|
|
|
(8,498
|
)
|
|
|
(5,222
|
)
|
|
|
(4,490
|
)
|
|
|
(21,248
|
)
|
|
|
(4,034
|
)
|
|
|
(74,480
|
)
|
Gross
margin
|
|
|
16,377
|
|
|
|
9,355
|
|
|
|
782
|
|
|
|
2,993
|
|
|
|
576
|
|
|
|
506
|
|
|
|
10,885
|
|
|
|
(4,034
|
)
|
|
|
37,440
|
|
Other
segment expenses*
|
|
|
(13,537
|
)
|
|
|
(11,003
|
)
|
|
|
(912
|
)
|
|
|
(4,495
|
)
|
|
|
(2,724
|
)
|
|
|
(1,536
|
)
|
|
|
(11,247
|
)
|
|
|
-
|
|
|
|
(45,454
|
)
|
Unallocated
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,050
|
)
|
|
|
(1,050
|
)
|
Corporate
expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(17,947
|
)
|
|
|
(17,947
|
)
|
Other
foreign exchange gain/loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,409
|
|
|
|
1,409
|
|
EBITDA
|
|
|
2,840
|
|
|
|
(1,648
|
)
|
|
|
(130
|
)
|
|
|
(1,502
|
)
|
|
|
(2,148
|
)
|
|
|
(1,030
|
)
|
|
|
(362
|
)
|
|
|
(21,622
|
)
|
|
|
(25,602
|
)
|
Brand
transition, restructure and transaction expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(10,075
|
)
|
|
|
(10,075
|
)
|
Finance
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,041
|
)
|
|
|
(4,041
|
)
|
Impairment
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,173
|
)
|
|
|
(8,173
|
)
|
Depreciation
and amortisation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,382
|
)
|
|
|
(2,382
|
)
|
Fair
value gain/(loss) on foreign exchange contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,704
|
)
|
|
|
(1,704
|
)
|
Unrealised
foreign exchange gain/(loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,258
|
|
|
|
2,258
|
|
Fair
value gain/(loss) on Convertible Notes derivative
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(775
|
)
|
|
|
(775
|
)
|
Loss
before income tax expense
|
|
|
2,840
|
|
|
|
(1,648
|
)
|
|
|
(130
|
)
|
|
|
(1,502
|
)
|
|
|
(2,148
|
)
|
|
|
(1,030
|
)
|
|
|
(362
|
)
|
|
|
(46,514
|
)
|
|
|
(50,494
|
)
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,274
|
|
|
|
1,274
|
|
Loss
after income tax expense
|
|
|
2,840
|
|
|
|
(1,648
|
)
|
|
|
(130
|
)
|
|
|
(1,502
|
)
|
|
|
(2,148
|
)
|
|
|
(1,030
|
)
|
|
|
(362
|
)
|
|
|
(45,240
|
)
|
|
|
(49,220
|
)
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
For
the year ended 31 January 2018
|
|
NZ
Retail
NZ$000’s
|
|
|
AU
Retail
NZ$000’s
|
|
|
NZ
Wholesale
NZ$000’s
|
|
|
AU
Wholesale
NZ$000’s
|
|
|
US
Wholesale
NZ$000’s
|
|
|
EU
Wholesale
NZ$000’s
|
|
|
e-commerce
NZ$000’s
|
|
|
Unallocated
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
Revenue
from external customers
|
|
|
34,269
|
|
|
|
18,236
|
|
|
|
10,453
|
|
|
|
15,512
|
|
|
|
6,390
|
|
|
|
14,192
|
|
|
|
32,234
|
|
|
|
-
|
|
|
|
131,286
|
|
Service
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
102
|
|
|
|
102
|
|
|
|
|
34,269
|
|
|
|
18,236
|
|
|
|
10,453
|
|
|
|
15,512
|
|
|
|
6,390
|
|
|
|
14,192
|
|
|
|
32,234
|
|
|
|
102
|
|
|
|
131,388
|
|
Cost of sales
|
|
|
(16,488
|
)
|
|
|
(9,457
|
)
|
|
|
(8,213
|
)
|
|
|
(12,545
|
)
|
|
|
(6,438
|
)
|
|
|
(10,221
|
)
|
|
|
(20,974
|
)
|
|
|
(3,123
|
)
|
|
|
(87,459
|
)
|
Gross
margin
|
|
|
17,781
|
|
|
|
8,779
|
|
|
|
2,240
|
|
|
|
2,967
|
|
|
|
(48
|
)
|
|
|
3,971
|
|
|
|
11,260
|
|
|
|
(3,021
|
)
|
|
|
43,929
|
|
Other segment expenses*
|
|
|
(13,451
|
)
|
|
|
(11,329
|
)
|
|
|
(1,068
|
)
|
|
|
(3,781
|
)
|
|
|
(3,301
|
)
|
|
|
(2,904
|
)
|
|
|
(11,520
|
)
|
|
|
-
|
|
|
|
(47,354
|
)
|
Unallocated
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,101
|
)
|
|
|
(1,101
|
)
|
Corporate expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(19,150
|
)
|
|
|
(19,150
|
)
|
Other
foreign exchange gain/loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(377
|
)
|
|
|
(377
|
)
|
EBITDA
|
|
|
4,330
|
|
|
|
(2,550
|
)
|
|
|
1,172
|
|
|
|
(814
|
)
|
|
|
(3,349
|
)
|
|
|
1,067
|
|
|
|
(260
|
)
|
|
|
(23,649
|
)
|
|
|
(24,053
|
)
|
Brand transition, restructure
and transaction expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,272
|
)
|
|
|
(3,272
|
)
|
Finance expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,791
|
)
|
|
|
(8,791
|
)
|
Impairment expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,914
|
)
|
|
|
(1,914
|
)
|
Depreciation and amortisation
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,030
|
)
|
|
|
(3,030
|
)
|
Fair value gain/(loss)
on foreign exchange contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(502
|
)
|
|
|
(502
|
)
|
Unrealised foreign exchange
(gain)/loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,636
|
|
|
|
1,636
|
|
Fair
value (gain)/loss on Convertible Note derivative
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,393
|
|
|
|
2,393
|
|
Loss
before income tax expense
|
|
|
4,330
|
|
|
|
(2,550
|
)
|
|
|
1,172
|
|
|
|
(814
|
)
|
|
|
(3,349
|
)
|
|
|
1,067
|
|
|
|
(260
|
)
|
|
|
(37,129
|
)
|
|
|
(37,533
|
)
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(60
|
)
|
|
|
(60
|
)
|
Loss
after income tax expense
|
|
|
4,330
|
|
|
|
(2,550
|
)
|
|
|
1,172
|
|
|
|
(814
|
)
|
|
|
(3,349
|
)
|
|
|
1,067
|
|
|
|
(260
|
)
|
|
|
(37,189
|
)
|
|
|
(37,593
|
)
|
*
Other segment expenses relate to brand management expenses and some corporate expenses.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
For
the 7 months ended 31 January 2017
|
|
NZ
Retail
NZ$000’s
|
|
|
AU
Retail
NZ$000’s
|
|
|
NZ
Wholesale
NZ$000’s
|
|
|
AU
Wholesale
NZ$000’s
|
|
|
US
Wholesale
NZ$000’s
|
|
|
EU
Wholesale
NZ$000’s
|
|
|
e-commerce
NZ$000’s
|
|
|
Unallocated
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
|
21,953
|
|
|
|
12,053
|
|
|
|
7,484
|
|
|
|
18,091
|
|
|
|
9,015
|
|
|
|
9,548
|
|
|
|
18,140
|
|
|
|
-
|
|
|
|
96,284
|
|
|
|
|
21,953
|
|
|
|
12,053
|
|
|
|
7,484
|
|
|
|
18,091
|
|
|
|
9,015
|
|
|
|
9,548
|
|
|
|
18,140
|
|
|
|
-
|
|
|
|
96,284
|
|
Cost of sales
|
|
|
(9,707
|
)
|
|
|
(5,592
|
)
|
|
|
(4,961
|
)
|
|
|
(11,431
|
)
|
|
|
(6,934
|
)
|
|
|
(6,277
|
)
|
|
|
(11,902
|
)
|
|
|
(340
|
)
|
|
|
(57,144
|
)
|
Gross
margin
|
|
|
12,246
|
|
|
|
6,461
|
|
|
|
2,523
|
|
|
|
6,660
|
|
|
|
2,081
|
|
|
|
3,271
|
|
|
|
6,238
|
|
|
|
(340
|
)
|
|
|
39,140
|
|
Other segment expenses*
|
|
|
(7,480
|
)
|
|
|
(6,196
|
)
|
|
|
(475
|
)
|
|
|
(2,089
|
)
|
|
|
(2,065
|
)
|
|
|
(2,013
|
)
|
|
|
(3,654
|
)
|
|
|
(8,068
|
)
|
|
|
(32,040
|
)
|
Unallocated
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(541
|
)
|
|
|
(541
|
)
|
Corporate expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,082
|
)
|
|
|
(8,082
|
)
|
Other
foreign exchange gain/loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(603
|
)
|
|
|
(603
|
)
|
EBITDA
|
|
|
4,766
|
|
|
|
265
|
|
|
|
2,048
|
|
|
|
4,571
|
|
|
|
16
|
|
|
|
1,258
|
|
|
|
2,584
|
|
|
|
(17,634
|
)
|
|
|
(2,126
|
)
|
Brand transition, restructure
and transaction expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,321
|
)
|
|
|
(1,321
|
)
|
Finance expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,238
|
)
|
|
|
(6,238
|
)
|
Impairment expense
|
|
|
-
|
|
|
|
(281
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(11
|
)
|
|
|
(292
|
)
|
Depreciation and amortisation
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,842
|
)
|
|
|
(1,842
|
)
|
Fair value gain/(loss)
on foreign exchange contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,135
|
)
|
|
|
(2,135
|
)
|
Unrealised foreign exchange
(gain)/loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(568
|
)
|
|
|
(568
|
)
|
Fair
value (gain)/loss on Convertible Note derivative
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(592
|
)
|
|
|
(592
|
)
|
Loss
before income tax expense
|
|
|
4,766
|
|
|
|
(16
|
)
|
|
|
2,048
|
|
|
|
4,571
|
|
|
|
16
|
|
|
|
1,258
|
|
|
|
2,584
|
|
|
|
(30,341
|
)
|
|
|
(15,114
|
)
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(865
|
)
|
|
|
(865
|
)
|
Loss
after income tax expense
|
|
|
4,766
|
|
|
|
(16
|
)
|
|
|
2,048
|
|
|
|
4,571
|
|
|
|
16
|
|
|
|
1,258
|
|
|
|
2,584
|
|
|
|
(31,206
|
)
|
|
|
(15,979
|
)
|
*
Other segment expenses relate to brand management expenses and some corporate expenses.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
For
the year ended 30 June 2016
|
|
NZ
Retail
NZ$000’s
|
|
|
AU
Retail
NZ$000’s
|
|
|
NZ
Wholesale
NZ$000’s
|
|
|
AU
Wholesale
NZ$000’s
|
|
|
US
Wholesale
NZ$000’s
|
|
|
EU
Wholesale
NZ$000’s
|
|
|
e-commerce
NZ$000’s
|
|
|
Unallocated
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
|
37,389
|
|
|
|
20,680
|
|
|
|
15,071
|
|
|
|
28,021
|
|
|
|
18,876
|
|
|
|
16,531
|
|
|
|
6,722
|
|
|
|
-
|
|
|
|
143,290
|
|
Service
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,702
|
|
|
|
7,702
|
|
Other
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8
|
|
|
|
8
|
|
|
|
|
37,389
|
|
|
|
20,680
|
|
|
|
15,071
|
|
|
|
28,021
|
|
|
|
18,876
|
|
|
|
16,531
|
|
|
|
6,722
|
|
|
|
7,710
|
|
|
|
151,000
|
|
Cost
of sales
|
|
|
(16,053
|
)
|
|
|
(8,930
|
)
|
|
|
(10,721
|
)
|
|
|
(18,056
|
)
|
|
|
(14,540
|
)
|
|
|
(11,658
|
)
|
|
|
(3,582
|
)
|
|
|
15
|
|
|
|
(83,525
|
)
|
Gross
margin
|
|
|
21,336
|
|
|
|
11,750
|
|
|
|
4,350
|
|
|
|
9,965
|
|
|
|
4,336
|
|
|
|
4,873
|
|
|
|
3,140
|
|
|
|
7,725
|
|
|
|
67,475
|
|
Other
segment expenses*
|
|
|
(12,263
|
)
|
|
|
(9,835
|
)
|
|
|
(709
|
)
|
|
|
(3,520
|
)
|
|
|
(2,817
|
)
|
|
|
(3,204
|
)
|
|
|
(2,039
|
)
|
|
|
(13,975
|
)
|
|
|
(48,362
|
)
|
Unallocated
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(801
|
)
|
|
|
(801
|
)
|
Corporate
expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(13,002
|
)
|
|
|
(13,002
|
)
|
Other
foreign exchange gain/loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,160
|
|
|
|
5,160
|
|
EBITDA
|
|
|
9,073
|
|
|
|
1,915
|
|
|
|
3,641
|
|
|
|
6,445
|
|
|
|
1,519
|
|
|
|
1,669
|
|
|
|
1,101
|
|
|
|
(14,893
|
)
|
|
|
10,470
|
|
Brand
transition, restructure and transaction expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,232
|
)
|
|
|
(2,232
|
)
|
Finance
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(10,409
|
)
|
|
|
(10,409
|
)
|
Impairment
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Depreciation
and amortisation expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,157
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,289
|
)
|
|
|
(5,446
|
)
|
Fair
value gain/(loss) on foreign exchange contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,660
|
)
|
|
|
(7,660
|
)
|
Unrealised
foreign exchange (gain)/loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
77
|
|
|
|
77
|
|
Loss
before income tax expense
|
|
|
9,073
|
|
|
|
1,915
|
|
|
|
3,641
|
|
|
|
4,288
|
|
|
|
1,519
|
|
|
|
1,669
|
|
|
|
1,101
|
|
|
|
(38,406
|
)
|
|
|
(15,200
|
)
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,546
|
)
|
|
|
(5,546
|
)
|
Loss
after income tax expense
|
|
|
9,073
|
|
|
|
1,915
|
|
|
|
3,641
|
|
|
|
4,288
|
|
|
|
1,519
|
|
|
|
1,669
|
|
|
|
1,101
|
|
|
|
(43,952
|
)
|
|
|
(20,746
|
)
|
*
Other segment expenses relate to brand management expenses and some corporate expenses.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
11
|
Cash
and Cash Equivalents
|
|
|
31
January 2019
NZ$000’s
|
|
|
31
January 2018
NZ$000’s
|
|
|
31
January 2017
NZ$000’s
|
|
Cash on hand
|
|
|
47
|
|
|
|
54
|
|
|
|
48
|
|
Cash at bank
|
|
|
1,915
|
|
|
|
10,685
|
|
|
|
2,596
|
|
|
|
|
1,962
|
|
|
|
10,739
|
|
|
|
2,644
|
|
12
|
Trade
and Other Receivables
|
|
|
|
|
31
January 2019
NZ$000’s
|
|
|
31
January 2018
NZ$000’s
|
|
|
31
January 2017
NZ$000’s
|
|
CURRENT
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
|
7,789
|
|
|
|
9,982
|
|
|
|
26,499
|
|
Provision for
impairment
|
|
(a)
|
|
|
(609
|
)
|
|
|
(326
|
)
|
|
|
(537
|
)
|
|
|
|
|
|
7,180
|
|
|
|
9,656
|
|
|
|
25,962
|
|
Prepayments
|
|
|
|
|
2,280
|
|
|
|
1,792
|
|
|
|
1,779
|
|
Other receivables
|
|
|
|
|
183
|
|
|
|
1,717
|
|
|
|
349
|
|
Total
current trade and other receivables
|
|
|
|
|
9,650
|
|
|
|
13,165
|
|
|
|
28,090
|
|
Due
to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
12
|
Trade
and Other Receivables
|
|
(a)
|
Impairment
of receivables
|
The
Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the use of the
lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been
grouped based on shared credit risk characteristics and the days past due. The loss allowance provision as at 31 January 2019
is determined as follows, the expected credit losses incorporate forward looking information.
31
January 2019
|
|
0
- 30 days
|
|
|
31
- 60 days
|
|
|
60
- 90 days
|
|
|
>
90 days overdue
|
|
|
Total
|
|
Expected loss rate (%)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48.40
|
|
|
|
|
|
Gross carrying
amount ($)
|
|
|
5,577
|
|
|
|
852
|
|
|
|
101
|
|
|
|
1,259
|
|
|
|
7,789
|
|
ECL provision
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
609
|
|
|
|
609
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
12
|
Trade
and Other Receivables
|
|
(a)
|
Impairment
of receivables
|
Reconciliation
of changes in the provision for impairment of receivables is as follows:
|
|
For
the Year Ended 31 January 2019
NZ$000’s
|
|
|
For
the Year Ended 31 January 2018
NZ$000’s
|
|
|
For
the 7 Months Ended 31 January 2017
NZ$000’s
|
|
Balance at beginning of
the period (calculated in accordance with AASB 139)
|
|
|
(326
|
)
|
|
|
(537
|
)
|
|
|
(268
|
)
|
Amount restated
through opening retained earnings on adoption of AASB 9
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Opening impairment
allowance calculated under AASB 9
|
|
|
(326
|
)
|
|
|
(537
|
)
|
|
|
(268
|
)
|
Additional impairment loss recognised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Amounts written off as uncollectable
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly to P&L
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Movement through
provision
|
|
|
(1,037
|
)
|
|
|
(92
|
)
|
|
|
(364
|
)
|
Unused amounts reversed
|
|
|
772
|
|
|
|
316
|
|
|
|
80
|
|
Foreign exchange
movement
|
|
|
(18
|
)
|
|
|
(13
|
)
|
|
|
15
|
|
Balance
at end of the period
|
|
|
(609
|
)
|
|
|
(326
|
)
|
|
|
(537
|
)
|
The
Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss (ECL). The ECL on
trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis
of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions
of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions
at the reporting date.
The
Group has recognised a loss allowance of 48.40% against identifiable receivables at risk in excess of 90 days because historical
experience has indicated that these receivables are generally not recoverable.
There
has been no change in the estimation techniques or significant assumptions made during the current reporting period.
The
Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and
there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy
proceedings, whichever occurs first.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
12
|
Trade
and Other Receivables
|
The
ageing analysis of receivables is as follows:
|
|
31
January 2019
NZ$000’s
|
|
|
31
January 2018
NZ$000’s
|
|
|
31
January 2017
NZ$000’s
|
|
0-30 days
|
|
|
5,577
|
|
|
|
7,945
|
|
|
|
14,883
|
|
31-60 days
|
|
|
852
|
|
|
|
335
|
|
|
|
2,566
|
|
61-90 days (past due not impaired)
|
|
|
101
|
|
|
|
489
|
|
|
|
2,166
|
|
61-90 days (considered impaired)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
91+ days (past due not impaired)
|
|
|
3,295
|
|
|
|
1,213
|
|
|
|
6,884
|
|
91+ days (considered
impaired)
|
|
|
(2,036
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
7,789
|
|
|
|
9,982
|
|
|
|
26,499
|
|
|
(c)
|
Transferred
receivables
|
During
the periods ended 31 January 2018 and 31 January 2017 the carrying amounts of the trade receivables included receivables which
were subject to a bank funding arrangement. Under this arrangement, Bendon had transferred the relevant receivables to BNZ in
exchange for cash and is prevented from selling or pledging the receivables. However, Bendon has retained credit risk. The group
therefore continues to recognise the transferred assets in their entirety in the balance sheet. The amount repayable under the
factoring agreement is presented as secured borrowings.
|
|
31
January 2019
NZ$000’s
|
|
|
31
January 2018
NZ$000’s
|
|
|
31
January 2017
NZ$000’s
|
|
Transferred
receivables
|
|
|
-
|
|
|
|
9,790
|
|
|
|
11,649
|
|
Naked
Brand Group Limited
Notes to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Finished goods
|
|
|
21,564
|
|
|
|
31,451
|
|
|
|
37,904
|
|
Provision for impairment
|
|
|
(444
|
)
|
|
|
(338
|
)
|
|
|
(153
|
)
|
|
|
|
21,120
|
|
|
|
31,113
|
|
|
|
37,751
|
|
Write
downs of inventories to net realisable value during the period were NZ$106,433 (2018: NZ$185,026, 2017: NZ$364,660).
14
|
Property,
plant and equipment
|
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Plant, furniture, fittings and motor vehicles
|
|
|
|
|
|
|
|
|
|
|
|
|
At cost
|
|
|
25,666
|
|
|
|
27,801
|
|
|
|
25,455
|
|
Accumulated depreciation
|
|
|
(25,167
|
)
|
|
|
(25,788
|
)
|
|
|
(23,182
|
)
|
|
|
|
499
|
|
|
|
2,013
|
|
|
|
2,273
|
|
Leasehold Improvements
|
|
|
|
|
|
|
|
|
|
|
|
|
At cost
|
|
|
12,035
|
|
|
|
10,762
|
|
|
|
10,132
|
|
Accumulated depreciation
|
|
|
(8,771
|
)
|
|
|
(8,034
|
)
|
|
|
(7,441
|
)
|
|
|
|
3,264
|
|
|
|
2,728
|
|
|
|
2,691
|
|
Total property, plant and equipment
|
|
|
3,763
|
|
|
|
4,741
|
|
|
|
4,964
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
14
|
Property,
plant and equipment
|
|
(a)
|
Movements
in carrying amounts of property, plant and equipment
|
Movement
in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial
period:
|
|
Leasehold improvements
NZ$000’s
|
|
|
Plant, furniture, fittings and
motor vehicles
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
Year ended 31 January 2019
|
|
|
|
|
|
|
|
|
|
Balance at the beginning of year
|
|
|
2,728
|
|
|
|
2,013
|
|
|
|
4,741
|
|
Additions
|
|
|
1,501
|
|
|
|
1,084
|
|
|
|
2,585
|
|
Disposals
|
|
|
(105
|
)
|
|
|
(2,736
|
)
|
|
|
(2,841
|
)
|
Depreciation expense
|
|
|
(982
|
)
|
|
|
(1,170
|
)
|
|
|
(2,152
|
)
|
Impairment loss
|
|
|
-
|
|
|
|
(239
|
)
|
|
|
(239
|
)
|
Foreign exchange movements
|
|
|
122
|
|
|
|
1,547
|
|
|
|
1,669
|
|
Balance at the end of the year
|
|
|
3,264
|
|
|
|
499
|
|
|
|
3,763
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
14
|
Property,
plant and equipment
|
|
(a)
|
Movements in carrying amounts of
property, plant and equipment
|
|
|
Leasehold Improvements
NZ$000’s
|
|
|
Plant, furniture, fittings and motor vehicles
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
Year ended 31 January 2018
|
|
|
|
|
|
|
|
|
|
Balance at the beginning of year
|
|
|
2,691
|
|
|
|
2,273
|
|
|
|
4,964
|
|
Additions
|
|
|
285
|
|
|
|
2,032
|
|
|
|
2,317
|
|
Disposals
|
|
|
(4
|
)
|
|
|
(118
|
)
|
|
|
(122
|
)
|
Depreciation expense
|
|
|
(496
|
)
|
|
|
(2,228
|
)
|
|
|
(2,724
|
)
|
Foreign exchange movements
|
|
|
252
|
|
|
|
54
|
|
|
|
306
|
|
Balance at the end of the year
|
|
|
2,728
|
|
|
|
2,013
|
|
|
|
4,741
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
14
|
Property,
plant and equipment
|
|
(a)
|
Movements in carrying amounts of
property, plant and equipment
|
|
|
Leasehold improvements
NZ 000’s
$
|
|
|
Plant, furniture, fittings and
motor
vehicles
NZ 000’s
$
|
|
|
Total
NZ 000’s
$
|
|
7 months ended 31 January 2017
|
|
|
|
|
|
|
|
|
|
Balance at the beginning of period
|
|
|
2,795
|
|
|
|
3,414
|
|
|
|
6,209
|
|
Additions
|
|
|
241
|
|
|
|
482
|
|
|
|
723
|
|
Depreciation expense
|
|
|
(296
|
)
|
|
|
(1,368
|
)
|
|
|
(1,664
|
)
|
Impairment
|
|
|
-
|
|
|
|
(281
|
)
|
|
|
(281
|
)
|
Foreign exchange movements
|
|
|
(49
|
)
|
|
|
26
|
|
|
|
(23
|
)
|
Balance at the end of the period
|
|
|
2,691
|
|
|
|
2,273
|
|
|
|
4,964
|
|
The
group is currently assessing the impact of IFRS 16
Leases
and believes adoption of the provisions of this standard will
have a material impact on the Group’s consolidated financial statements.
IFRS
16
Leases
will require that the group record a liability and a related asset on the balance sheet for our leased facilities.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
5,607
|
|
|
|
-
|
|
|
|
-
|
|
Accumulated impairment
|
|
|
(3,287
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,320
|
|
|
|
-
|
|
|
|
-
|
|
Patents and licences
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
25,993
|
|
|
|
919
|
|
|
|
1,169
|
|
Accumulated amortisation and impairment
|
|
|
(918
|
)
|
|
|
(718
|
)
|
|
|
(573
|
)
|
|
|
|
25,075
|
|
|
|
201
|
|
|
|
596
|
|
Brands
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
14,769
|
|
|
|
12,463
|
|
|
|
12,036
|
|
Accumulated amortisation and impairment
|
|
|
(4,563
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
10,205
|
|
|
|
12,463
|
|
|
|
12,036
|
|
Software
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
15,718
|
|
|
|
15,788
|
|
|
|
17,308
|
|
Accumulated amortisation and impairment
|
|
|
(15,455
|
)
|
|
|
(15,440
|
)
|
|
|
(15,260
|
)
|
|
|
|
263
|
|
|
|
348
|
|
|
|
2,048
|
|
Total Intangible assets
|
|
|
37,864
|
|
|
|
13,012
|
|
|
|
14,680
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
For
the year ended 31 January 2018, management decided to fully impair the costs on the ERP upgrade and are currently reviewing alternatives.
|
(b)
|
Movements in carrying amounts of intangible assets
|
|
|
Software
NZ$000’s
|
|
|
Patents and licences
NZ$000’s
|
|
|
Brands
NZ$000’s
|
|
|
Goodwill
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
Year ended 31 January 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the beginning of the year
|
|
|
348
|
|
|
|
201
|
|
|
|
12,463
|
|
|
|
-
|
|
|
|
13,012
|
|
Additions
|
|
|
33
|
|
|
|
25,076
|
|
|
|
2,726
|
|
|
|
5,798
|
|
|
|
33,633
|
|
Amortisation
|
|
|
(29
|
)
|
|
|
(202
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(231
|
)
|
Impairment
|
|
|
(83
|
)
|
|
|
-
|
|
|
|
(4,563
|
)
|
|
|
(3,287
|
)
|
|
|
(7,933
|
)
|
Foreign exchange movements
|
|
|
(6
|
)
|
|
|
-
|
|
|
|
(420
|
)
|
|
|
(192
|
)
|
|
|
(618
|
)
|
Closing value at 31 January 2019
|
|
|
263
|
|
|
|
25,075
|
|
|
|
10,205
|
|
|
|
2,320
|
|
|
|
38,864
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(b)
|
Movements in carrying amounts of intangible assets
|
|
|
Software
NZ$000’s
|
|
|
Patents and licences
NZ$000’s
|
|
|
Brands
NZ$000’s
|
|
|
Goodwill
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
Year ended 31 January 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the beginning of the year
|
|
|
2,048
|
|
|
|
596
|
|
|
|
12,036
|
|
|
|
-
|
|
|
|
14,680
|
|
Additions
|
|
|
106
|
|
|
|
12
|
|
|
|
-
|
|
|
|
-
|
|
|
|
118
|
|
Amortisation
|
|
|
(163
|
)
|
|
|
(143
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(306
|
)
|
Impairment
|
|
|
(1,650
|
)
|
|
|
(264
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,914
|
)
|
Foreign exchange movements
|
|
|
7
|
|
|
|
-
|
|
|
|
427
|
|
|
|
-
|
|
|
|
434
|
|
Closing value at 31 January 2018
|
|
|
348
|
|
|
|
201
|
|
|
|
12,463
|
|
|
|
-
|
|
|
|
13,012
|
|
|
|
Software
NZ 000’s
$
|
|
|
Patents and licences
NZ 000’s
$
|
|
|
Brands
NZ 000’s
$
|
|
|
Goodwill
NZ 000’s
$
|
|
|
Total
NZ 000’s
$
|
|
7 months ended 31 January 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the beginning of the year
|
|
|
2,196
|
|
|
|
274
|
|
|
|
12,105
|
|
|
|
-
|
|
|
|
14,575
|
|
Additions
|
|
|
-
|
|
|
|
351
|
|
|
|
-
|
|
|
|
-
|
|
|
|
351
|
|
Amortisation
|
|
|
(148
|
)
|
|
|
(30
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(178
|
)
|
Foreign exchange movements
|
|
|
-
|
|
|
|
1
|
|
|
|
(69
|
)
|
|
|
-
|
|
|
|
(68
|
)
|
Closing value at 31 January 2017
|
|
|
2,048
|
|
|
|
596
|
|
|
|
12,036
|
|
|
|
-
|
|
|
|
14,680
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and
30 June 2016
|
(c)
|
Impairment testing for goodwill
|
For
the purpose of impairment testing, goodwill is allocated to cash-generating units as below:
Description of the cash-generating unit (CGU)
|
|
For the Year Ended 31
January 2019
NZ $000’s
|
|
|
For the Year
Ended 31
January 2018
NZ $000’s
|
|
|
For the 7
Months Ended
31 January 2017
NZ $000’s
|
|
United States
|
|
|
2,320
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,320
|
|
|
|
-
|
|
|
|
-
|
|
Impairment
assumptions
Goodwill
relates to the acquisition of Naked Inc, a business operating in the United States and was allocated to the Group’s operation
in United States which is the cash generating unit (CGU) for the purpose of impairment testing. The recoverable amount of the
CGU was determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections
based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated
using the estimated growth rates stated below. These growth rates do not exceed the long-term average growth rates for the industry.
The
result of the impairment assessment is that the carrying value exceeded the fair value less costs to sell by an amount of $3.2m.
As such, the goodwill has been partially impaired for the year ended 31 January 2019.
Significant
assumptions used for the purposes of the value-in-use calculation include:
United
States
Post-tax
discount rate - 10.50%
EBITDA
growth rate - 10%
Terminal
growth - 2%
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For the Periods Ended 31 January 2019, 31 January 2018, 31
January 2017 and 30 June 2016
|
(c)
|
Impairment
testing for goodwill
|
Impact
of possible changes in key assumptions
The
directors have made judgements and estimates to assess goodwill for impairment. Should these judgements and estimates not occur
the resulting carrying amount may decrease.
The
sensitivities that have been separately modelled are as follows:
(a)
a 3.25% increase in the post-tax discount rate
(b)
EBITDA growth rate reduced to 5%
The
carrying amount of the goodwill is sensitive to assumptions used in the impairment test calculations including the post-tax discount
rate and sales growth rate. A 3.25% increase in the post-tax discount rate would result in an additional impairment of $2,320
thousand against the carrying amount of the goodwill. A reduction of the EBITDA growth rate to 5% would not result in a
further impairment as goodwill would be fully impaired from the increase of the post-tax discount rate
.
|
(d)
|
Impairment testing for indefinite-lived brand intangibles
|
Brand
intangible assets represent brands owned by the Group, that arose on historical acquisitions including Pleasure State, Davenport
and Lovable. The intangible assets increased in the current period as result of the business combinations with Naked Brand Group
Inc. See note 8 for further information.
The
brand intangible assets of $10,205,000 (2018: $12,463,000, 2017: $12,036,000) are tested for impairment annually.
Impairment
assumptions
Management
has determined the recoverable amount of the indefinite-lived brand assets by assessing the fair value less cost of disposal (FVLCOD)
of the underlying assets. The relief from royalty method adopted to complete the valuation determines, in lieu of ownership, the
cost that would be required to obtain comparable rights to use the asset via a third-party licence arrangement. These calculations
use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the
five-year period are extrapolated using the estimated growth rates shown below. These growth rates do not exceed the long-term
average growth rates for the industry. The result of the impairment assessment is that the carrying value has exceeded the fair
value less costs to sell by $3.9m. As such, the indefinite-lived brand assets has been partially impaired for the year ended 31
January 2019.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(d)
|
Impairment testing for indefinite-lived brand intangibles
|
Management’s
approach and the key assumptions used to determine the FVLCOD were as follows:
Sales
growth: 2.5% (31 January 2018: 5%)
Royalty
rate: 5.0% (31 January 2018: 6.6%)
Cash
flow - revenue forecast period: 5 years (31 January 2018: 5 years)
Post-tax
discount rate (%) for US brands: 10.5% (31 January 2018: 0%)
Post-tax
discount rate (%) for NZ brands: 11.75% (31 January 2018: 11.4%)
Long
term sales growth rate (%): 2% (31 January 2018: 2%)
Impact
of possible changes in key assumptions
The
directors have made judgements and estimates to assess indefinite-lived assets for impairment. Should these judgements and estimates
not occur the resulting carrying amount may decrease.
The
sensitivities that have been separately modelled are as follows:
(a)
a 2.1% increase in the post-tax discount rate
(b)
sales growth rate reduced to 0%
The
carrying amounts of the indefinite-lived brand intangible assets are sensitive to assumptions used in the impairment test calculations
including the post-tax discount rate and sales growth rate. A 2.1% increase in the post-tax discount rate would result in an additional
impairment of $951 thousand (31 January 2018: an increase of 1.5% would result an impairment of $929 thousand) against the carrying
amount of the indefinite-lived brand intangibles. A reduction of the sales growth rate to 0% would result in an additional impairment
of $1,554 thousand (31 January 2018: a reduction to 2% would result an impairment of $611 thousand) against the carrying amount
of the indefinite-lived brand intangible assets.
In
order to mitigate exchange rate movements and to manage the inventory costing process, the Group has entered into forward currency
contracts to purchase US dollars.
16
|
Derivative Financial Instruments
|
|
|
31
January 2019
NZ$000’s
|
|
|
31
January 2018
NZ$000’s
|
|
|
31
January 2017
NZ$000’s
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
Foreign
exchange contracts
|
|
|
1,484
|
|
|
|
2,087
|
|
|
|
4,188
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
17
|
Derivative
on Convertible Notes
|
|
|
31
January 2019
NZ$000’s
|
|
|
31
January 2018
NZ$000’s
|
|
|
31
January 2017
NZ$000’s
|
|
Derivative
on Convertible Notes
|
|
|
-
|
|
|
|
1,110
|
|
|
|
4,112
|
|
The
Group has an embedded derivative feature in convertible notes due to foreign currency. Derivatives are recognized initially at
fair value; attributable transaction costs are recognized in profit or loss as incurred. Fair value of the derivative is determined
on inception using the Black-Scholes model. Subsequent to initial recognition, derivatives are measured at fair value, and changes
therein are accounted in profit or loss.
The
fair value of the separable embedded derivative in the convertible notes has been determined using Black-Scholes model. Measurement
inputs include share price on measurement date, expected term of the instrument, risk free rate (based on government bonds), expected
volatility (based on weighted average historic volatility) and expected dividend rate.
18
|
Trade
and Other Payables
|
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
CURRENT
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
23,580
|
|
|
|
21,143
|
|
|
|
19,221
|
|
Accruals
|
|
|
10,150
|
|
|
|
9,568
|
|
|
|
7,503
|
|
Employee benefit liabilities
|
|
|
1,815
|
|
|
|
1,805
|
|
|
|
1,842
|
|
|
|
|
35,545
|
|
|
|
32,516
|
|
|
|
28,566
|
|
Trade
and other payables are unsecured, non-interest bearing and are normally settled within 30 days however some the trade creditors
are out of term as at 31 January 2019 and subsequent to the end of the financial period the Group has reduced the out of
term trade creditors but further work is required to bring all of the creditors in term. The carrying amounts are considered to
be a reasonable approximation of fair value.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
Note
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
CURRENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder loans
|
|
|
|
|
-
|
|
|
|
10,951
|
|
|
|
8,200
|
|
Bank loans
|
|
|
|
|
20,000
|
|
|
|
16,000
|
|
|
|
16,000
|
|
Debt issuance costs in relation to bank loan
|
|
|
|
|
(270
|
)
|
|
|
(218
|
)
|
|
|
(656
|
)
|
Working capital financing bank facility
|
|
|
|
|
-
|
|
|
|
22,489
|
|
|
|
31,710
|
|
Convertible notes
|
|
|
|
|
-
|
|
|
|
1,740
|
|
|
|
13,744
|
|
Other loan
|
|
|
|
|
1,237
|
|
|
|
1,159
|
|
|
|
-
|
|
|
|
|
|
|
20,967
|
|
|
|
52,121
|
|
|
|
68,998
|
|
The
fair value of borrowings is not considered to be materially different to their carrying amounts.
|
(a)
|
Assets
pledged as collateral:
|
Borrowings
are collateralized by a fixed and floating charge over the assets of the consolidated entity. The lease liabilities are
effectively secured as the rights to the leased assets, recognised in the balance sheet, revert to the lessor in the event of
default.
|
(b)
|
Bank
overdrafts and bank loans
|
On
27 June 2016, all banking facilities were repaid and a new banking arrangement with BNZ commenced. BNZ has a first ranking charge
over all assets of the Bendon Limited group.
The
term loan facility of NZD$16,000,000 was repaid on 27 June 2018. The current interest rate on this loan was 5.55% as at 31 January
2018 (31 January 2017: 4.84%, 2016: 4.77%) per annum.
On
13 June 2018, the Group entered into a Deed of Amendment with BNZ to reduce the facility to NZD$20,000,000 (31 January
2018: NZD$38,489,428). In addition the new facility takes over guarantees and financial instruments totalling NZD$1,345,000.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(b)
|
Bank
overdrafts and bank loans
|
The
term loan facility of NZD$20,000,000 was repayable on 14 June 2019. The current interest rate on this loan is 5.57% (31 January
2018: 5.55%) per annum. There has been a breach of covenant during the period.
Bank
of New Zealand has the first ranking charge over all assets of Naked Brand Group Limited. Under the terms of the major borrowing
facility, the facility is subject to four undertakings being: Interest cover ratio of three times that is first tested as at 30
April 2019; gross EBITDA ratio measured to 3 months to September 2018 had to be greater than $0, six months to 30 December 2018
is greater than $3 million; inventory and receivables ratio must be greater than 2 times being first measured as at 30 September
2018; and the actual sales and gross margin must not vary by more than 10% from the budget submitted to the Bank.
|
(c)
|
Shareholder
loan - related party
|
On
19 June 2018, Naked Brand Group Limited issued additional 24,221 Naked shares to the shareholders as part of an agreement to convert
a portion of the outstanding liability (Debt) to equity. The amount of debt converted on this date amounted to a fair value of
$12,244,208. After this conversion, the shareholder loan is fully converted to equity and the outstanding balance as at 31 January
2019 is nil (31 January 2018: $10,951,295).
The
interest rate on the shareholder loans up to the date of conversion was 30% (31 January 2018: 30%) and was increased at the end
of 2014, and was capitalised quarterly. Total interest capitalised during the year ended 31 January is $1.062 million (year ended
31 January 2018: $2.807 million, 7 months to 31 January 2017 is $3.040 million).
On
19th June 2018, the holders of USD$2.8m (NZ$4.2m) of convertible notes converted to 16,408 Bendon ordinary shares. The holder
of US$1.0m (NZ$1.42m) of convertible notes elected for their convertible note to be repaid at a future date as agreed. The amount
owing has been classified as a current borrowing and amounted to $1.159 million as at 31 January 2019.
As
at 31 January 2019, there was a breach of the minimum Gross EBITDA ratio and a breach of the Inventory and Receivables ratio.
The Bank has advised that they are currently taking these Breaches under review.
The
other loan is convertible note which the note holder elected not to convert. This loan is payable at a future date to be agreed.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
CURRENT
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease contributions
|
|
|
179
|
|
|
|
412
|
|
|
|
480
|
|
Onerous contracts
|
|
|
-
|
|
|
|
264
|
|
|
|
377
|
|
Make good
|
|
|
742
|
|
|
|
430
|
|
|
|
671
|
|
|
|
|
921
|
|
|
|
1,106
|
|
|
|
1,528
|
|
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
NON-CURRENT
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease contributions
|
|
|
906
|
|
|
|
910
|
|
|
|
702
|
|
Onerous contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
176
|
|
Make good
|
|
|
1,466
|
|
|
|
1,801
|
|
|
|
1,371
|
|
|
|
|
2,372
|
|
|
|
2,711
|
|
|
|
2,249
|
|
|
|
Lease contributions
NZ$000’s
|
|
|
Onerous contracts
NZ$000’s
|
|
|
Make good
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
Opening balance at 1 February 2018
|
|
|
1,322
|
|
|
|
264
|
|
|
|
2,231
|
|
|
|
3,817
|
|
Additional provisions recognised
|
|
|
337
|
|
|
|
-
|
|
|
|
717
|
|
|
|
1,054
|
|
Unused amounts reversed
|
|
|
-
|
|
|
|
-
|
|
|
|
(600
|
)
|
|
|
(600
|
)
|
Unwinding of discounts
|
|
|
-
|
|
|
|
-
|
|
|
|
(84
|
)
|
|
|
(84
|
)
|
Amounts used during the period
|
|
|
(510
|
)
|
|
|
(264
|
)
|
|
|
-
|
|
|
|
(774
|
)
|
Exchange differences
|
|
|
(64
|
)
|
|
|
-
|
|
|
|
(56
|
)
|
|
|
(120
|
)
|
Balance at 31 January 2019
|
|
|
1,085
|
|
|
|
-
|
|
|
|
2,208
|
|
|
|
3,293
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
Lease contributions
NZ$000’s
|
|
|
Onerous contracts
NZ$000’s
|
|
|
Make good
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
Opening balance at 1 February 2017
|
|
|
1,182
|
|
|
|
553
|
|
|
|
2,042
|
|
|
|
3,777
|
|
Additional provisions recognised
|
|
|
635
|
|
|
|
-
|
|
|
|
595
|
|
|
|
1,230
|
|
Unused amounts reversed
|
|
|
-
|
|
|
|
-
|
|
|
|
(658
|
)
|
|
|
(658
|
)
|
Unwinding of discounts
|
|
|
-
|
|
|
|
-
|
|
|
|
271
|
|
|
|
271
|
|
Amounts used during the period
|
|
|
(547
|
)
|
|
|
(289
|
)
|
|
|
(77
|
)
|
|
|
(913
|
)
|
Exchange differences
|
|
|
52
|
|
|
|
-
|
|
|
|
58
|
|
|
|
110
|
|
Balance at 31 January 2018
|
|
|
1,322
|
|
|
|
264
|
|
|
|
2,231
|
|
|
|
3,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance at 1 July 2016
|
|
|
1,318
|
|
|
|
275
|
|
|
|
1,817
|
|
|
|
3,410
|
|
Additional provisions recognised
|
|
|
145
|
|
|
|
508
|
|
|
|
353
|
|
|
|
1,006
|
|
Unused amounts reversed
|
|
|
-
|
|
|
|
-
|
|
|
|
(112
|
)
|
|
|
(112
|
)
|
Unwinding of discounts
|
|
|
-
|
|
|
|
-
|
|
|
|
(9
|
)
|
|
|
(9
|
)
|
Amounts used during the period
|
|
|
(269
|
)
|
|
|
(230
|
)
|
|
|
-
|
|
|
|
(499
|
)
|
Exchange differences
|
|
|
(12
|
)
|
|
|
-
|
|
|
|
(7
|
)
|
|
|
(19
|
)
|
Balance at 31 January 2017
|
|
|
1,182
|
|
|
|
553
|
|
|
|
2,042
|
|
|
|
3,777
|
|
Onerous
contracts
The
onerous provision relates to a head office lease for which the space is not fully utilised. The provision is calculated using
a pre-tax discount rate of 10.25% (2018: 11.4%, 2017: 11.4%). The balance of this provision at 31 January 2019 is $nil.
Make
good
In
accordance with certain lease agreements, the Group must refurbish and restore the lease premises to a condition agreed with the
landlord at the end of the lease term or as prescribed. The provision has been calculated using a pre-tax discount rate of 2%
(2018: 2%, 2017: 2%), and other market assumptions and re-assessed annually.
During
the 2019 financial year an additional $595 thousand was recognised in relation to new retail leases in New Zealand and Australia.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
29,640,965 (2018: 306,028, 2017: 274,839) Ordinary shares
|
|
|
134,183
|
|
|
|
68,727
|
|
|
|
27,948
|
|
|
|
For the Year Ended
31 January 2019
NZ$000’s
|
|
|
For the Year Ended
31 January 2018
NZ$000’s
|
|
|
For the 7 months Ended
31 January 2017
NZ$000’s
|
|
|
|
|
|
|
|
|
|
|
|
At the beginning of the reporting period
|
|
|
68,727
|
|
|
|
27,948
|
|
|
|
3,108
|
|
Issuance of new shares
|
|
|
|
|
|
|
|
|
|
|
|
|
- Cash collected
|
|
|
23,248
|
|
|
|
22,990
|
|
|
|
24,840
|
|
- Settle shareholder loan
|
|
|
12,242
|
|
|
|
-
|
|
|
|
-
|
|
- Shares issued in lieu of consultancy fee
|
|
|
692
|
|
|
|
-
|
|
|
|
-
|
|
- Shares issued in lieu of inventory payment
|
|
|
4,047
|
|
|
|
-
|
|
|
|
-
|
|
Convertible note maturity
|
|
|
4,159
|
|
|
|
17,789
|
|
|
|
-
|
|
Business combination with Naked Brand Group Inc.
|
|
|
14,196
|
|
|
|
-
|
|
|
|
-
|
|
Asset acquisition of FOH Online Inc.
|
|
|
6,872
|
|
|
|
-
|
|
|
|
-
|
|
At the end of the reporting period
|
|
|
134,183
|
|
|
|
68,727
|
|
|
|
27,948
|
|
The
holders of ordinary shares are entitled to participate in dividends and the proceeds on winding up of the Group. On a show
of hands at meetings of the Group, each holder of ordinary shares has one vote in person or by proxy, and upon a poll each
share is entitled to one vote.
The
Group does not have authorised capital or par value in respect of its shares.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
For the Year Ended
31 January 2019
Number
|
|
|
For the Year Ended
31 January 2018
Number
|
|
|
For the 7 months Ended
31 January 2017
Number
|
|
Naked Brand Group Limited shares issued on close of the merger between Bendon Limited and Naked Brand Group Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
- Bendon shareholders
|
|
|
20,889,940
|
|
|
|
274,839
|
|
|
|
250,000
|
|
- Naked shareholders
|
|
|
2,068,438
|
|
|
|
-
|
|
|
|
-
|
|
Shares issued during the period
|
|
|
6,682,587
|
|
|
|
10,180
|
|
|
|
24,839
|
|
At the end of the period
|
|
|
29,640,965
|
|
|
|
285,019
|
|
|
|
274,839
|
|
The
number of shares for the year ended 31 January 2018 and 31 January 2017 relate to the pre-merger entity Bendon Limited.
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Value of conversion rights - convertible notes
|
|
|
4,159
|
|
|
|
17,789
|
|
|
|
-
|
|
The
amount shown for other equity is the value of the conversion rights relating to the 15% convertible notes, details of which are
shown in note 19(d).
The
key objectives of the Group when managing capital is to safeguard its ability to continue as a going concern and maintain
optimal benefits to stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital
available to the entity. The Group defines capital as its equity and net debt.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
There
has been no change to capital risk management policies during the year.
Management
are constantly adjusting the capital structure to take advantage of favourable costs of capital or high return on assets. As the
market is constantly changing, management may change the amount of dividends to be paid to shareholders, return capital to shareholders
or sell assets to reduce debt. The Group is not subject to any externally imposed capital requirements.
The
gearing ratio for the years ended 31 January 2019, 31 January 2018 and 31 January 2017 are as follows:
|
|
Note
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Total borrowings
|
|
19
|
|
|
22,016
|
|
|
|
52,121
|
|
|
|
68,998
|
|
Less Cash and cash equivalents
|
|
11
|
|
|
(1,962
|
)
|
|
|
(10,739
|
)
|
|
|
(2,644
|
)
|
Net debt
|
|
|
|
|
20,054
|
|
|
|
41,382
|
|
|
|
66,354
|
|
Equity
|
|
|
|
|
10,800
|
|
|
|
(5,710
|
)
|
|
|
(9,044
|
)
|
Total capital
|
|
|
|
|
30,854
|
|
|
|
35,672
|
|
|
|
57,310
|
|
Gearing ratio
|
|
|
|
|
65
|
%
|
|
|
116
|
%
|
|
|
116
|
%
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Foreign currency translation reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance
|
|
|
(2,006
|
)
|
|
|
(2,154
|
)
|
|
|
(2,125
|
)
|
Transfers in
|
|
|
(7
|
)
|
|
|
148
|
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the year
|
|
|
(2,013
|
)
|
|
|
(2,006
|
)
|
|
|
(2,154
|
)
|
Foreign
currency translation reserve
Exchange
differences arising on translation of the foreign controlled entity are recognised in other comprehensive income - foreign currency
translation reserve. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(a)
|
Basic
and diluted loss per share
|
|
|
For
the Year Ended
31 January 2019
NZ$
|
|
|
For the Year Ended
31 January 2018
NZ$
|
|
|
For the 7 months Ended
31 January 2017
NZ$
|
|
|
For the Year Ended
30 June
2016
NZ$
|
|
From continuing operations attributable to the ordinary equity
holders of the Group
|
|
|
(2.01
|
)
|
|
|
(1.79
|
)
|
|
|
(0.82
|
)
|
|
|
(1.13
|
)
|
Total basic and diluted loss per share attributable
to the ordinary equity holders of the Group
|
|
|
(2.01
|
)
|
|
|
(1.79
|
)
|
|
|
(0.82
|
)
|
|
|
(1.13
|
)
|
All
convertible notes issued during the period are not included in the calculation of diluted loss per share because they are antidilutive
in nature for the period ended 31 January 2018. These notes could potentially dilute earnings/loss per share in the future.
|
(b)
|
Reconciliation
of loss used in calculating loss per share
|
|
|
For the Year Ended
31 January 2019
NZ$000’s
|
|
|
For the Year Ended
31 January 2018
NZ$000’s
|
|
|
For the 7 Months Ended
31 January 2017
NZ$000’s
|
|
|
For the Year Ended
30 June 2016
NZ$000’s
|
|
Basic and diluted loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) attributable to the ordinary equity holders
of the Group used in calculating basic earnings per share:
|
|
|
(48,946
|
)
|
|
|
(37,445
|
)
|
|
|
(16,008
|
)
|
|
|
(20,715
|
)
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(c)
|
Weighted
average number of shares used as the denominator
|
|
|
31 January 2019
Number
|
|
|
31 January 2018
Number
|
|
|
31 January 2017
Number
|
|
|
30 June
2016
Number
|
|
Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share
|
|
|
24,379,019
|
|
|
|
20,915,036
|
|
|
|
19,404,681
|
|
|
|
18,345,000
|
|
*
A stock reorganization occurred on the 19th June 2018 upon completion of the merger between Naked Brands Inc. and Bendon Limited.
As a result, the calculation of basic and diluted earnings per share for 2018, 2017 and 2016 has been adjusted retrospectively.
Number of ordinary shares outstanding has been adjusted to reflect the proportionate change in the number of shares following
this consolidation.
|
(d)
|
Information
concerning the classification of securities
|
Convertible
notes
At
31 January 2019, the Group had no convertible notes.
|
|
Year Ended
31 January 2019
NZ$000’s
|
|
|
Year Ended
31 January 2018
NZ$000’s
|
|
|
For the 7 Months Ended
31 January 2017
NZ$000’s
|
|
Accumulated losses at the beginning of the financial year
|
|
|
(72,431
|
)
|
|
|
(34,838
|
)
|
|
|
(18,859
|
)
|
Loss for the year
|
|
|
(49,220
|
)
|
|
|
(37,593
|
)
|
|
|
(15,989
|
)
|
Accumulated losses at end of the financial year
|
|
|
(121,651
|
)
|
|
|
(72,431
|
)
|
|
|
(34,848
|
)
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
25
|
Capital
and Leasing Commitments
|
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Minimum lease payments under non-cancellable operating leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
- not later than one year
|
|
|
8,533
|
|
|
|
9,618
|
|
|
|
9,472
|
|
- between one year and five years
|
|
|
18,039
|
|
|
|
14,943
|
|
|
|
14,435
|
|
- later than five years
|
|
|
1,485
|
|
|
|
528
|
|
|
|
59
|
|
|
|
|
28,057
|
|
|
|
25,089
|
|
|
|
23,966
|
|
Operating
leases are in place for leased premises and vehicles, and normally have a term between 1 and 11 years. Lease payments are increased
on an annual basis to reflect market rentals.
|
(b)
|
Contracted
Commitments
|
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Licence contract
|
|
|
|
|
|
|
|
|
|
|
|
|
- not later than one year
|
|
|
4,286
|
|
|
|
3,797
|
|
|
|
3,652
|
|
- between one year and five years
|
|
|
8,696
|
|
|
|
12,009
|
|
|
|
15,917
|
|
|
|
|
12,982
|
|
|
|
15,806
|
|
|
|
19,569
|
|
The
Group has an exclusive licence to use the trademark and name Heidi Klum in the manufacture, promotion, sale and distribution of
product. The contract was executed on 26 September 2014 and commenced on 1 January 2015. The contract has a 7 year term with no
rights to renew. Licence royalties are calculated based on net sales, and the minimum guarantee payments payable by the Group
are set out above.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
The
Group sub leases its US and Australian premises under a commercial lease. These non-cancellable leases have terms between 1 and
6 years. All leases include an option for the Group to increase rent to current market rental on an annual basis.
The
future minimum lease payments under non-cancellable leases are:
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
- no later than 1 year
|
|
|
441
|
|
|
|
166
|
|
|
|
503
|
|
- between 1 year and 5 years
|
|
|
493
|
|
|
|
-
|
|
|
|
1,076
|
|
- greater than 5 years
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total minimum lease payments
|
|
|
934
|
|
|
|
166
|
|
|
|
1,579
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial
Risk Management
|
The
Group is exposed to a variety of financial risks through its use of financial instruments.
The
Group’s overall risk management plan seeks to minimise potential adverse effects due to the unpredictability of
financial markets.
The
most significant financial risks to which the Group is exposed to are described below:
Specific
risks
|
●
|
Liquidity
risk
|
|
●
|
Credit
risk
|
|
●
|
Market
risk - currency risk, interest rate risk and price risk
|
Financial
instruments used
The
principal categories of financial instruments used by the Group are:
|
●
|
Trade
receivables
|
|
●
|
Cash
at bank
|
|
●
|
Bank
overdraft
|
|
●
|
Trade
and other payables
|
|
●
|
Floating
rate bank loans
|
|
●
|
Forward
currency contracts
|
|
●
|
Shareholders
loan
|
Objectives,
policies and processes
The
Board of Directors have overall responsibility for the establishment of the Group’s financial risk management framework.
This includes the development of policies covering specific areas such as foreign exchange risk, interest rate risk, credit risk
and the use of derivatives.
Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.
The
day-to-day risk management is carried out by the Group’s finance function under policies and objectives which have been
approved by the Board of Directors.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial
Risk Management
|
Objectives,
policies and processes
Mitigation
strategies for specific risks faced are described below:
Liquidity
risk
Liquidity
risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The
Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities as and when they
fall due.
The
Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities
as well as cash-outflows due in day-to-day business.
The
timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates
and does not reflect management’s expectations that banking facilities will be rolled forward. The amounts disclosed in
the table are the undiscounted contracted cash flows and therefore the balances in the table may not equal the balances in the
consolidated balance sheets due to the effect of discounting.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial Risk Management
|
The
Group’s liabilities have contractual maturities which are summarised below:
|
|
Non-derivatives Borrowings
NZ$000’s
|
|
|
Non-derivatives Trade payables
NZ$000’s
|
|
|
Non-derivatives Total
NZ$000’s
|
|
|
Derivatives Gross future cash settlement on forward currency contracts - inflow
NZ$000’s
|
|
|
Derivatives
Gross future cash settlement on forward currency contracts - (outflow)
NZ$000’s
|
|
|
Derivatives Total
NZ$000’s
|
|
Not later than 1 month
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 January 2019
|
|
|
1,329
|
|
|
|
23,580
|
|
|
|
24,908
|
|
|
|
18,325
|
|
|
|
(19,212
|
)
|
|
|
(887
|
)
|
31 January 2018
|
|
|
26,482
|
|
|
|
21,143
|
|
|
|
47,625
|
|
|
|
13,577
|
|
|
|
(13,950
|
)
|
|
|
(373
|
)
|
31 January 2017
|
|
|
56,333
|
|
|
|
19,221
|
|
|
|
75,554
|
|
|
|
2,078
|
|
|
|
(2,250
|
)
|
|
|
(172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 to 3 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 January 2019
|
|
|
184
|
|
|
|
-
|
|
|
|
184
|
|
|
|
9,610
|
|
|
|
(10,061
|
)
|
|
|
(451
|
)
|
31 January 2018
|
|
|
148
|
|
|
|
-
|
|
|
|
148
|
|
|
|
13,837
|
|
|
|
(14,453
|
)
|
|
|
(616
|
)
|
31 January 2017
|
|
|
129
|
|
|
|
-
|
|
|
|
129
|
|
|
|
9,900
|
|
|
|
(11,326
|
)
|
|
|
(1,426
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 months to 1 year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 January 2019
|
|
|
20,184
|
|
|
|
-
|
|
|
|
20,184
|
|
|
|
4,976
|
|
|
|
(5,121
|
)
|
|
|
(145
|
)
|
31 January 2018
|
|
|
27,247
|
|
|
|
-
|
|
|
|
27,247
|
|
|
|
20,895
|
|
|
|
(21,993
|
)
|
|
|
(1,098
|
)
|
31 January 2017
|
|
|
18,631
|
|
|
|
-
|
|
|
|
18,631
|
|
|
|
37,855
|
|
|
|
(40,445
|
)
|
|
|
(2,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 to 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 January 2019
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
31 January 2018
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
31 January 2017
|
|
|
323
|
|
|
|
-
|
|
|
|
323
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial Risk Management
|
|
|
Non-derivatives Borrowings
NZ$000’s
|
|
|
Non-derivatives Trade payables
NZ$000’s
|
|
|
Non-derivatives Total
NZ$000’s
|
|
|
Derivatives Gross future cash settlement on forward currency contracts - inflow
NZ$000’s
|
|
|
Derivatives
Gross future cash settlement on forward currency contracts - (outflow)
NZ$000’s
|
|
|
Derivatives Total
NZ$000’s
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 January 2019
|
|
|
21,697
|
|
|
|
23,580
|
|
|
|
45,277
|
|
|
|
32,912
|
|
|
|
(34,395
|
)
|
|
|
(1,483
|
)
|
31 January 2018
|
|
|
53,877
|
|
|
|
21,143
|
|
|
|
75,020
|
|
|
|
48,309
|
|
|
|
(50,396
|
)
|
|
|
(2,087
|
)
|
31 January 2017
|
|
|
75,416
|
|
|
|
19,221
|
|
|
|
94,637
|
|
|
|
49,833
|
|
|
|
(54,021
|
)
|
|
|
(4,188
|
)
|
Credit
risk
Credit
risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group.
Credit
risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions,
as well as credit exposure to wholesale and retail customers, including outstanding receivables and committed transactions.
Trade
receivables and contract assets
Trade
receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation
is performed on the financial condition of accounts receivable.
The
Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss
from defaults. The utilisation of credit limits by customers is regularly monitored by line management. Customers who subsequently
fail to meet their credit terms are required to make purchases on a prepayment basis until creditworthiness can be re-established.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial Risk Management
|
Credit
risk
Management
considers that all the financial assets that are not impaired for each of the reporting dates under review are of good credit
quality, including those that are past due.
The
Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties.
The
credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable
banks with high quality external credit ratings.
On
a geographical basis, the Group has significant credit risk exposures in New Zealand, Australia, United States and United Kingdom
given the substantial operations in those regions.
The
credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings
if available or historical information about counterparty default rate.
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Trade receivables
Counterparty without external credit ratings
|
|
|
|
|
|
|
|
|
|
|
|
|
New customer less than 6 months
|
|
|
42
|
|
|
|
12
|
|
|
|
187
|
|
Existing customers (more than 6 months with default in past)
|
|
|
7,747
|
|
|
|
9,970
|
|
|
|
26,312
|
|
Total
|
|
|
7,789
|
|
|
|
9,982
|
|
|
|
26,499
|
|
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Credit ratings
|
|
|
|
|
|
|
|
|
|
|
|
|
AA-
|
|
|
1,915
|
|
|
|
10,591
|
|
|
|
2,655
|
|
A+
|
|
|
-
|
|
|
|
94
|
|
|
|
(11
|
)
|
Total
|
|
|
1,915
|
|
|
|
10,685
|
|
|
|
2,644
|
|
The
Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties.
Naked Brand Group Limited
Notes to the Consolidated Financial
Statements
For the Periods Ended 31 January
2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial Risk Management
|
Credit
risk
On
a geographical basis, the Group has significant credit risk exposures in New Zealand and Australia, United States and United Kingdom
given the substantial operations in those regions.
Market
risk
Market
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices.
(i)
Foreign exchange risk
Exposure
to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement
in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the functional currency
of the Group.
Exposures
to currency exchange rates arise from the Group’s overseas sales and purchases, which are primarily denominated in currencies
other than the functional currency, in particular USD.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial Risk Management
|
Foreign
currency denominated financial assets and liabilities, translated into New Zealand Dollars at the closing rate, are as follows:
|
|
AUD
NZ$000’s
|
|
|
USD
NZ$000’s
|
|
|
GBP
NZ$000’s
|
|
|
EUR
NZ$000’s
|
|
|
HKD
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
31 January 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominal amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
51
|
|
|
|
42
|
|
|
|
-
|
|
|
|
285
|
|
|
|
-
|
|
|
|
378
|
|
Trade payables
|
|
|
1
|
|
|
|
9,035
|
|
|
|
8
|
|
|
|
61
|
|
|
|
7
|
|
|
|
9,112
|
|
Cash and cash equivalents
|
|
|
623
|
|
|
|
149
|
|
|
|
38
|
|
|
|
8
|
|
|
|
11
|
|
|
|
829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 January 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominal amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
328
|
|
|
|
199
|
|
|
|
-
|
|
|
|
1,376
|
|
|
|
-
|
|
|
|
1,903
|
|
Trade payables
|
|
|
781
|
|
|
|
11,209
|
|
|
|
74
|
|
|
|
29
|
|
|
|
53
|
|
|
|
12,146
|
|
Cash and cash equivalents
|
|
|
1,660
|
|
|
|
7,190
|
|
|
|
77
|
|
|
|
92
|
|
|
|
165
|
|
|
|
9,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 January 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
424
|
|
|
|
211
|
|
|
|
-
|
|
|
|
1,509
|
|
|
|
-
|
|
|
|
2,144
|
|
Trade payables
|
|
|
315
|
|
|
|
8,557
|
|
|
|
131
|
|
|
|
32
|
|
|
|
16
|
|
|
|
9,051
|
|
Cash and cash equivalents
|
|
|
926
|
|
|
|
401
|
|
|
|
131
|
|
|
|
388
|
|
|
|
28
|
|
|
|
1,874
|
|
The
following table illustrates the sensitivity of the net result for the year and equity in regards to the Group’s financial
assets and financial liabilities and the US dollar - New Zealand Dollar, Australian Dollar - New Zealand Dollar, GB Pound - New
Zealand Dollar, Euro - New Zealand Dollar, and Hong Kong Dollar - New Zealand Dollar exchange rates. There have been no changes
in the assumptions calculating this sensitivity from prior years.
It
assumes a 10% change of the New Zealand Dollar / Australian Dollar exchange rate for the year ended 31 January 2019 (31 January
2018: 10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / US Dollar exchange rate (31 January
2018: 10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / GB Pound exchange rate (31 January 2018:
10%, 31 January 2017: 10%). A 10% change is considered for the New Zealand Dollar / Euro exchange rate (31 January 2018: 10%,
31 January 2017: 10%). All of these percentages have been determined based on the average market volatility in exchange rates
in the previous 12 months.
The
year end rate is 0.9513 AUD, 0.6903 USD, 0.5265 GBP, 0.6008 EUR and 5.4138 HKD.
The
sensitivity analysis is based on the foreign currency financial instruments held at the reporting date and also takes into account
forward exchange contracts that offset effects from changes in currency exchange rates.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial Risk Management
|
If
the New Zealand Dollar had strengthened and weakened against the Australian Dollar, US Dollar, GB Pound, Euro and HK Dollar by
10% (31 January 2018: 10%, 31 January 2017: 10%) and 10% (31 January 2018: 10%, 31 January 2017: 10%) respectively then this would
have had the following impact:
|
|
NZ$000’s
|
|
|
|
+10%
|
|
|
-10%
|
|
USD
|
|
|
|
|
|
|
|
|
Net results/Equity (31 January 2019)
|
|
|
(954
|
)
|
|
|
954
|
|
Net results/Equity (31 January 2018)
|
|
|
(1,509
|
)
|
|
|
1,509
|
|
Net results/Equity (31 January 2017)
|
|
|
(1,196
|
)
|
|
|
1,196
|
|
|
|
|
|
|
|
|
|
|
AUD
|
|
|
|
|
|
|
|
|
Net results/Equity (31 January 2019)
|
|
|
(5
|
)
|
|
|
5
|
|
Net results/Equity (31 January 2018)
|
|
|
(805
|
)
|
|
|
805
|
|
Net results/Equity (31 January 2017)
|
|
|
86
|
|
|
|
(86
|
)
|
|
|
|
|
|
|
|
|
|
GBP
|
|
|
|
|
|
|
|
|
Net results/Equity (31 January 2019)
|
|
|
(1
|
)
|
|
|
1
|
|
Net results/Equity (31 January 2018)
|
|
|
(175
|
)
|
|
|
175
|
|
Net results/Equity (31 January 2017)
|
|
|
34
|
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
|
EUR
|
|
|
|
|
|
|
|
|
Net results/Equity (31 January 2019)
|
|
|
(32
|
)
|
|
|
32
|
|
Net results/Equity (31 January 2018)
|
|
|
(136
|
)
|
|
|
136
|
|
Net results/Equity (31 January 2017)
|
|
|
186
|
|
|
|
(186
|
)
|
|
|
|
|
|
|
|
|
|
HKD
|
|
|
|
|
|
|
|
|
Net results/Equity (31 January 2019)
|
|
|
(1
|
)
|
|
|
1
|
|
Net results/Equity (31 January 2018)
|
|
|
(14
|
)
|
|
|
14
|
|
Net results/Equity (31 January 2017)
|
|
|
1
|
|
|
|
(1
|
)
|
Exposures
to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the analysis above
is considered to be representative of the Group’s exposure to foreign currency risk.
Forward
exchange contracts
The
Group has open forward exchange contracts at the end of the reporting period relating to highly probable forecast transactions
and recognised financial assets and financial liabilities. These contracts commit the Group to buy specified amounts of foreign
currencies in the future at specified exchange rates. The Group has a policy of requiring that forward exchange contracts be entered
into where future commitments are entered into requiring settlement at a time in excess of 1 month but less than 1 year, to a
value of approximately 75% total foreign exchange exposure. Contracts are taken out with terms that reflect the underlying settlement
terms of the commitment to the maximum extent possible so that hedge ineffectiveness is minimised.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial Risk Management
|
The
following table summarises the notional amount of the Group’s commitments in relation to forward exchange contracts.
|
|
Notional Amounts
|
|
|
Average Exchange Rate
|
|
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
|
31 January 2019
$
|
|
|
31 January 2018
$
|
|
|
31 January 2017
$
|
|
Buy USD / sell NZD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 6 months
|
|
|
34,395
|
|
|
|
48,149
|
|
|
|
47,292
|
|
|
|
0.6620
|
|
|
|
0.7061
|
|
|
|
0.6687
|
|
6 months to 1 year
|
|
|
-
|
|
|
|
-
|
|
|
|
3,479
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.7186
|
|
|
|
NZ$000’s
|
|
|
NZ$000’s
|
|
|
NZ$000’s
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Buy AUD / sell NZD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 6 months
|
|
|
-
|
|
|
|
2,247
|
|
|
|
2,250
|
|
|
|
-
|
|
|
|
0.8900
|
|
|
|
0.8890
|
|
|
|
NZ$000’s
|
|
|
NZ$000’s
|
|
|
NZ$000’s
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Buy GBP / sell NZD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 6 months
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
0.5784
|
|
Naked Brand Group Limited
Notes to the Consolidated Financial
Statements
For the Periods Ended 31 January
2019, 31 January 2018, 31 January 2017 and 30 June 2016
27
|
Financial Risk Management
|
(ii)
Interest rate risk
The
Group is exposed to interest rate risk as funds are borrowed at floating and fixed rates. Borrowings issued at fixed rates expose
the Group to fair value interest rate risk.
The
Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. Longer-term borrowings are
therefore usually at fixed rates. At the reporting date, the Group is exposed to changes in market interest rates through its
bank borrowings, which are subject to variable interest rates.
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Floating rate instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank overdrafts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Working capital financing bank facility
|
|
|
-
|
|
|
|
22,489
|
|
|
|
31,710
|
|
Convertible notes
|
|
|
78
|
|
|
|
1,740
|
|
|
|
16,474
|
|
Borrowings
|
|
|
20,000
|
|
|
|
16,000
|
|
|
|
16,000
|
|
|
|
|
20,078
|
|
|
|
40,229
|
|
|
|
64,184
|
|
The
following table illustrates the sensitivity of the net result for the year and equity to a reasonably possible change in interest
rates of +1.00%/-1.00% (2018: +1.00%/-1.00%, 2017: +1.00%/-1.00%), with effect from the beginning of the year. These changes are
considered to be reasonably possible based on observation of current market conditions and economist reports.
The
calculations are based on the financial instruments held at each reporting date. All other variables are held constant.
|
|
NZ$000’s
|
|
|
|
1.00%
|
|
|
-1.00%
|
|
|
|
NZ$000’s
|
|
|
NZ$000’s
|
|
Net results/Equity (31 January 2019)
|
|
|
200
|
|
|
|
(200
|
)
|
Net results/Equity (31 January 2018)
|
|
|
402
|
|
|
|
(402
|
)
|
Net results/Equity (31 January 2017)
|
|
|
642
|
|
|
|
(642
|
)
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
28
|
Tax assets and liabilities
|
|
|
Opening Balance
NZ$000’s
|
|
|
Charged to Income
NZ$000’s
|
|
|
Charged directly to Equity
NZ$000’s
|
|
|
Changes in Tax Rate
NZ$000’s
|
|
|
Exchange Differences
NZ$000’s
|
|
|
Closing Balance
NZ$000’s
|
|
Deferred tax assets/(liabilities)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carried forward tax losses
|
|
|
630
|
|
|
|
692
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,322
|
|
Intangible assets
|
|
|
(630
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(630
|
)
|
Balance at 31 January 2019
|
|
|
-
|
|
|
|
692
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
692
|
|
Carried forward tax losses
|
|
|
630
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
630
|
|
Intangible assets
|
|
|
(630
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(630
|
)
|
Balance at 31 January 2018
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carried forward tax losses
|
|
|
630
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
630
|
|
Intangible assets
|
|
|
(630
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(630
|
)
|
Balance at 31 January 2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
No
final dividend will be paid in respect of the period ended 31 January 2019 (31 January 2018: Nil, 31 January 2017).
Franking
account
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Australian franking credits available for subsequent financial years at a tax rate of 30%
|
|
|
3,995
|
|
|
|
3,995
|
|
|
|
3,757
|
|
New Zealand imputation credits available for subsequent financial years at a tax rate of 28%
|
|
|
236
|
|
|
|
236
|
|
|
|
235
|
|
The
above amounts are based on the dividend franking account at period-end adjusted for:
(a)
Franking credits that will arise from the payment of the current tax liabilities;
(b)
Franking debits that will arise from the payment of dividends recognised as a liability at the period end;
(c)
Franking credits that will arise from the receipt of dividends recognised as receivables at the end of the period.
30
|
Key Management Personnel Remuneration
|
Key
management personnel remuneration included within employee expenses for the period is shown below:
|
|
For the Year Ended 31 January 2019
NZ$000’s
|
|
|
For the Year Ended 31 January 2018
NZ$000’s
|
|
|
For the 7 Months Ended 31 January 2017
NZ$000’s
|
|
|
For the Year Ended 30 June 2016
NZ$000’s
|
|
Short-term employee benefits
|
|
|
2,056
|
|
|
|
1,743
|
|
|
|
1,492
|
|
|
|
1,752
|
|
|
|
|
2,056
|
|
|
|
1,743
|
|
|
|
1,492
|
|
|
|
1,752
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
31
|
Interests
in Subsidiaries
|
Composition
of the Group
|
|
Principal place of
business / Country of Incorporation
|
|
Percentage
Owned (%)*
31 January
2019
|
|
|
Percentage
Owned (%)*
31 January
2018
|
|
|
Percentage
Owned (%)*
31 January
2017
|
|
Subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bendon Retail Limited
|
|
New Zealand
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Bendon Holdings Limited
|
|
New Zealand
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Bendon Holdings Pty Limited
|
|
Australia
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Bendon Pty Limited
|
|
Australia
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Bendon Intimates Pty Limited
|
|
Australia
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
PS Holdings No. 1 Pty Limited
|
|
Australia
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Pleasure State Pty Limited
|
|
Australia
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Pleasure State (HK) Limited
|
|
Hong Kong
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Bendon UK Limited
|
|
United Kingdom
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Bendon USA Inc
|
|
United States of America
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Bendon Limited**
|
|
New Zealand
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
Naked Brand Inc.
|
|
United States of America
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
FOH Online Corp Inc.
|
|
United States of America
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
*The
percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries.
**
Bendon Limited was the parent entity in the periods ended 31 January 2018 and 31 January 2017.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
32
|
Fair
Value Measurement
|
The
Group measures the following assets and liabilities at fair value on a recurring basis:
|
●
|
Financial assets - derivative
financial instruments
|
|
●
|
Financial liabilities - derivative financial
instruments
|
Fair
value hierarchy
AASB
13
Fair Value Measurement
requires all assets and liabilities measured at fair value to be assigned to a level in the fair
value hierarchy as follows:
|
Level 1
|
Unadjusted quoted prices
in active markets for identical assets or liabilities that the entity can access at the measurement date.
|
|
Level 2
|
Inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly or indirectly.
|
|
Level 3
|
Unobservable inputs for the asset or liability.
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
32
|
Fair Value Measurement
|
The
table below shows the assigned level for each asset and liability held at fair value by the Group:
|
|
Level 1
NZ$000’s
|
|
|
Level 2
NZ$000’s
|
|
|
Level 3
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
31 January 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
-
|
|
|
|
1,484
|
|
|
|
-
|
|
|
|
1,484
|
|
Derivative on Convertible Notes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
Level 1
NZ$000’s
|
|
|
Level 2
NZ$000’s
|
|
|
Level 3
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
31 January 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
-
|
|
|
|
2,087
|
|
|
|
-
|
|
|
|
2,087
|
|
Derivative on Convertible Notes
|
|
|
-
|
|
|
|
-
|
|
|
|
1,110
|
|
|
|
1,110
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
32
|
Fair Value Measurement
|
|
|
Level 1
NZ$000’s
|
|
|
Level 2
NZ$000’s
|
|
|
Level 3
NZ$000’s
|
|
|
Total
NZ$000’s
|
|
31 January 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
|
-
|
|
|
|
4,188
|
|
|
|
-
|
|
|
|
4,188
|
|
Derivative on Convertible Notes
|
|
|
-
|
|
|
|
-
|
|
|
|
4,112
|
|
|
|
4,112
|
|
There
were no transfers between levels during the financial periods.
The
carrying amount of trade and other receivables and trade and other payables are assumed to approximate their fair values due to
their short-term nature. Bank loans approximate fair value of the carrying amount on the basis of the variable nature of the interest
rates associated with the loans.
Valuation
techniques for fair value measurements categorised within level 2
The
fair value of derivative financial instruments is determined using valuation techniques which maximise the use of observable market
data where it is available and relies as little as possible on entity specific estimates.
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
32
|
Fair Value Measurement
|
Valuation
techniques for fair value measurements categorised within level 3
The
fair value of the derivative on convertible notes has been determined using a Black-Scholes model. Measurement inputs include
share price on measurement date, expected term of the instrument, risk free rate, expected volatility and expected dividend rate.
The Group used valuations specialists to perform these valuations.
Fair
value measurements using significant unobservable movements (level 3)
The
following table presents the changes in level 3 instruments for the year ended 31 January 2019.
|
|
Convertible note liability
NZ$000’s
|
|
Balance at 31 January 2018
|
|
|
1,110
|
|
Conversion
|
|
|
(1,110
|
)
|
Balance at 31 January 2019
|
|
|
-
|
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
Contingent
Liabilities
The
Group had the following contingent liabilities at the end of the reporting period:
|
|
31 January 2019
NZ$000’s
|
|
|
31 January 2018
NZ$000’s
|
|
|
31 January 2017
NZ$000’s
|
|
Rent guarantees to certain landlords
|
|
|
419
|
|
|
|
419
|
|
|
|
571
|
|
Standby letter of credit to JP Morgan Chase Bank
|
|
|
291
|
|
|
|
291
|
|
|
|
286
|
|
Guarantee provided to UK Customs Department
|
|
|
304
|
|
|
|
329
|
|
|
|
282
|
|
Guarantee provided to ANZ for Merchant Service
|
|
|
172
|
|
|
|
172
|
|
|
|
-
|
|
A
shareholder has lodged a court Action against the Group claiming they did not receive the correct number of shares in the
Group on completion of the merger between Naked Inc. and Bendon Limited on 19 June 2018. The Group has sought to
have this claim dismissed by the Court on the basis that the Group had no contract with the shareholder and that the shareholder
did not have a possessory right over a certain number of shares in the Group.
|
(a)
|
The
Group’s main related parties are entities owned/controlled by shareholders:
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(b)
|
Loans
(to)/from related parties
|
|
|
Opening balance NZ$
|
|
|
Closing balance NZ$
|
|
Loans to related parties
|
|
|
|
|
|
|
|
|
Cullen Investments Limited - 31 January 2019
|
|
|
11,535,622
|
|
|
|
-
|
|
Cullen Investments Limited - 31 January 2018
|
|
|
13,051,321
|
|
|
|
11,535,677
|
|
Cullen Investments Limited - 31 January 2017
|
|
|
9,613,014
|
|
|
|
13,051,321
|
|
Whitespace Atelier Limited - 31 January 2019
|
|
|
272,665
|
|
|
|
281,714
|
|
Whitespace Atelier Limited - 31 January 2018
|
|
|
-
|
|
|
|
272,665
|
|
FOH Online Inc. - 31 January 2019
|
|
|
3,518,009
|
|
|
|
-
|
|
FOH Online Inc. - 31 January 2018
|
|
|
-
|
|
|
|
3,518,009
|
|
|
|
|
|
|
|
|
|
|
Loans from related parties
|
|
|
|
|
|
|
|
|
SBL Holdings - 31 January 2019
|
|
|
-
|
|
|
|
(1,448,646
|
)
|
Naked Inc. - 31 January 2019
|
|
|
(1,368,577
|
)
|
|
|
-
|
|
Naked Inc. - 31 January 2018
|
|
|
-
|
|
|
|
(1,368,577
|
)
|
EJ Watson – 31 January 2019
|
|
|
-
|
|
|
|
(2,289,212
|
)
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(b)
|
Loans
(to)/from related parties
|
On
15th November 2018, the Group entered into a Stock Purchase Agreement with the shareholders of FOH Online Corp (FOH), which
included Cullen Investments Limited (Cullen), that the Group will purchase all of the issued and outstanding shares of
FOH. Under the terms of the Agreement, the amount owed by Cullen was fully forgiven by the Group (31 January 2018: $11,535,677).
Whitespace
Atelier Limited (“Whitespace”) is owned by a shareholder of the Naked Brand Group Limited. Beginning 1 Feb 2017, Whitespace
is engaged by the Group to procure stock from various suppliers at competitive prices. During the year ended 31 January 2019,
purchases amounting to $12,720,499 (31 January 2018: $13,281,727) have been made from Whitespace. As at 31 January 2018, the Group
has made prepayments to Whitespace amounting to $281,714 (31 January 2018: $272,665).
Subsequent
to the merger with Naked Brand Group Inc. on 19th June 2018, Naked Brand Group Inc. became part of the Group as at 31 January
2019. The balances between the subsidiaries are eliminated in the Group Balance Sheet (31 January 2018: $1,368,557).
Subsequent
to the transaction with FOH Online Inc. on 15th November 2018, FOH Online Inc. became part of the Group as at 31 January
2019. The balances between the subsidiaries are eliminated in the Group Balance Sheet (31 January 2018: $3,518,009).
During
the period, a shareholder SBL Holdings Limited loaned the business funds to be utilised as working capital in the business.
During
the period, and subsequent to the transaction with FOH Online Inc, the balance of the loan outstanding from EJ Watson as
at 31 January 2019 was $2,289,212, which includes interest accrued for the period of $81,866 (31 January 2018: Nil)
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
|
(a)
|
Reconciliation
of result for the year to cashflows from operating activities
|
Reconciliation
of net income to net cash provided by operating activities:
|
|
Year Ended 31 January 2019
NZ$000’s
|
|
|
Year Ended 31 January 2018
NZ$000’s
|
|
|
For the 7 Months Ended 31 January 2017
NZ$000’s
|
|
|
Year Ended 30 June 2016
NZ$000’s
|
|
Loss for the year
|
|
|
(49,220
|
)
|
|
|
(37,593
|
)
|
|
|
(15,979
|
)
|
|
|
(20,746
|
)
|
Cash flows excluded from profit attributable to operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- interest paid on borrowings
|
|
|
3,400
|
|
|
|
8,792
|
|
|
|
6,238
|
|
|
|
10,182
|
|
Non-cash flows in profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- depreciation and amortisation expense
|
|
|
2,382
|
|
|
|
3,030
|
|
|
|
1,842
|
|
|
|
3,516
|
|
- impairment expense
|
|
|
8,173
|
|
|
|
1,914
|
|
|
|
292
|
|
|
|
2,157
|
|
- fair value gain/(loss) on Convertible Notes derivative
|
|
|
775
|
|
|
|
(2,393
|
)
|
|
|
592
|
|
|
|
-
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- (increase)/decrease in trade and other receivables
|
|
|
14,267
|
|
|
|
14,925
|
|
|
|
(4,748
|
)
|
|
|
(6,518
|
)
|
- (increase)/decrease in current tax receivables
|
|
|
(355
|
)
|
|
|
52
|
|
|
|
35
|
|
|
|
(88
|
)
|
- (increase)/decrease in derivative assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,289
|
|
- (increase)/decrease in inventories
|
|
|
13,350
|
|
|
|
6,638
|
|
|
|
(179
|
)
|
|
|
8,088
|
|
- (increase)/decrease in deferred tax asset/(liability)
|
|
|
(692
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
5,589
|
|
- (increase)/decrease in related party receivables
|
|
|
6,531
|
|
|
|
(906
|
)
|
|
|
(3,438
|
)
|
|
|
(5,603
|
)
|
- increase/(decrease) in trade and other payables
|
|
|
(5,681
|
)
|
|
|
6,956
|
|
|
|
2,078
|
|
|
|
(11,113
|
)
|
- increase/(decrease) in income taxes payable
|
|
|
226
|
|
|
|
152
|
|
|
|
635
|
|
|
|
(483
|
)
|
- increase/(decrease) in provisions
|
|
|
(522
|
)
|
|
|
39
|
|
|
|
367
|
|
|
|
311
|
|
- increase/(decrease) in foreign currency derivative liability
|
|
|
(1,712
|
)
|
|
|
(5,104
|
)
|
|
|
(1,343
|
)
|
|
|
5,530
|
|
- net exchange differences
|
|
|
(355
|
)
|
|
|
(618
|
)
|
|
|
90
|
|
|
|
1,849
|
|
Cashflows from operations
|
|
|
(9,434
|
)
|
|
|
(4,116
|
)
|
|
|
(13,518
|
)
|
|
|
(5,040
|
)
|
Naked
Brand Group Limited
Notes
to the Consolidated Financial Statements
For
the Periods Ended 31 January 2019, 31 January 2018, 31 January 2017 and 30 June 2016
36
|
Events
occurring after the reporting date
|
On
the 27th March 2019, the Group closed on the following share issuances.
(1)
NZ$6.60 million/US$4.50 million related to the issue of 11,248,415 Ordinary Shares to trade creditors in satisfaction of trade
payables due to them, at an effective per share price of US$0.40.
(2)
NZ$1.25 million/US$0.85 million related to the issue of 2,119,178 Ordinary Shares to the holder of one of the outstanding promissory
notes in the amount of $847,671 at US$0.40 per share.
(3)
NZ$1.69 million/US$1.15 million related to the issue of 4,510,588 to investors in a private placement at a share price of US$0.255.
(4)
NZ$4.05 million/US$2.75 million relating to certain accredited investors. 10,784,313 shares were agreed at a per share price of
US$0.255, except that, to the extent an investor would beneficially own more than 9.9% of our outstanding Ordinary Shares after
the closing, we agreed to issue the investor March 2019 Pre-Funded Warrants in lieu of such shares. Each investor also received
a March 2019 Investment Warrant to purchase 100% of the number of Ordinary Shares for which it had agreed to subscribe. As a result,
we issued 3,914,846 Ordinary Shares, March 2019 Pre-Funded Warrants to purchase 6,869,467 Ordinary Shares and March 2019 Investment
Warrants to purchase 10,784,313 Ordinary Shares to the investor at the closing.
On
the 13th May 2019, the Group completed a private placement of a secured convertible promissory note for a purchase price
of NZ$4.35m/US$3m. The note accrues interest at 10% pa and matures on 13 November 2020.
On
the 14th May 2019, the Group closed on NZ$2.17 million/US$1.5million share issuance of 6,000,000 shares to investors in
a private placement at a share price of US$0.25.
On
the 16th May 2019, the Group issued 635,585 ordinary shares in exchange for the cancellation of a NZ$0.3m/US$0.2m debt
held by a shareholder.