2021 Appendix 4E and Annual Report Cash Converters International Limited ABN 39 069 141 546 Annual Report – 30 June 2021 Table of Contents Appendix 4E – Results for announcement to the market ...................................................................................... 2 Corporate directory ................................................................................................................................................ 4 Operating and financial review............................................................................................................................... 5 Directors' report ................................................................................................................................................... 14 Remuneration report ............................................................................................................................................ 22 Auditor’s independence declaration .................................................................................................................... 42 Corporate governance statement ........................................................................................................................ 43 Financial statements ............................................................................................................................................. 44 Independent auditor’s report to the members .................................................................................................. 115 Shareholder information .................................................................................................................................... 119 30 June 2021 Cash Converters International Limited 1 Appendix 4E Cash Converters International Limited Appendix 4E Preliminary Financial Report for the year ended 30 June 2021 (previous corresponding period 30 June 2020) ABN 39 069 141 546 Appendix 4E – Results for announcement to the market 2021 $'000 2020 $'000 Change $'000 % Revenue from ordinary activities 201,346 262,021 (60,675) -23% Profit / (loss) from ordinary activities after tax attributable to members Net profit / (loss) for the period attributable to members 16,199 (10,491) 26,690 nm1 16,199 (10,491) 26,690 nm1 Basic profit / (loss) earnings per fully paid ordinary share 2.62 (1.70) cents per share Net tangible asset backing per ordinary share 20.99 20.68 cents per share 1 Not meaningful The Right of Use Asset under AASB 16 Leases has been excluded from tangible assets, while the lease liability has been included in liabilities. This report should be read in conjunction with any announcements made in the period by the Company in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the ASX Listing Rules. Additional Appendix 4E disclosure requirements can be found in the directors’ report and the 30 June 2021 financial statements and accompanying notes. Dividends per ordinary share / distributions 2021 interim dividend 2021 final dividend Amount per security (cents) Franked amount per security Record date Paid / payable date 1.00 1.00 100% 25-Mar-21 14-Apr-21 100% 24-Sep-21 14-Oct-21 30 June 2021 Cash Converters International Limited 2 Appendix 4E Dividends The directors of the Company have declared a final dividend of 1.00 cent per share with the release of the final year end results and reporting date of 29 August 2021. The dividend will be 100% franked and will be paid on 14 October 2021 to those shareholders on the register at the close of business on 24 September 2021. With the declaration of this dividend, the Company’s Dividend Reinvestment Plan (DRP) has been suspended. There is no provision for a final dividend in respect of the year ended 30 June 2021. Provisions for dividends to be paid by the Company are recognised in the Consolidated Statement of Financial Position as a liability and a reduction in retained earnings once the dividend has been declared. Financial statements Released with this Appendix 4E report are the following statements: • Consolidated statement of profit or loss and other comprehensive income together with the notes to the Statement • Consolidated statement of financial position together with the notes to the Statement • Consolidated statement of changes in equity together with the notes to the Statement • Consolidated statement of cash flows together with the notes to the Statement This report is based on consolidated financial statements which have been audited. Details over entities over which control has been gained or lost During the period the Group acquired trade and other assets of six franchise stores. Details of associates and joint venture entities The Group holds a 25% equity interest in Cash Converters Master Franchise for New Zealand which generates income from corporate stores, franchise contracts, financial services and software. The Group’s share of the profit of $1.707 million is reflected in the financial result for the period (June 2020: $1.038 million after the recognition of an impairment loss in relation to this investment). 30 June 2021 Cash Converters International Limited 3 Corporate directory Corporate directory Directors Mr Jason Kulas Mr Sam Budiselik Mr Peter Cumins Mr Lachlan Given Ms Julie Elliott Mr Robert Hines Mr Henry Shiner Company Secretary Mr Leslie Crockett Non-Executive Chairman Managing Director Executive Deputy Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Registered and principal office Level 11, 141 St Georges Terrace Perth WA 6000 Australia Tel: +61 (8) 9221 9111 Web: www.cashconverters.com Share registrar Computershare Investor Services Pty Ltd Level 11 172 St Georges Terrace Perth WA 6000 Australia Tel: 1300 850 505 Auditors Deloitte Touche Tohmatsu Brookfield Place, Tower 2 123 St Georges Terrace Perth WA 6000 Australia Stock Exchange Australian Securities Exchange Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000 Australia ASX code: CCV 30 June 2021 Cash Converters International Limited 4 Operating and financial review Operating and financial review Cash Converters International Limited (“Cash Converters” or “the Company”) and entities controlled by the Company and its subsidiaries (“the Group”) is diverse, generating revenues from franchising, consumer retail store operations, personal finance and vehicle finance and is supported by a corporate head office in Perth, Western Australia. The Group operates in Australia and the United Kingdom and has an equity interest of 25% in Cash Converters New Zealand. There is a franchise presence in a further 12 countries around the world. Impact of COVID-19 The operational response to the COVID-19 pandemic has been instrumental in ensuring business continuity throughout the course of the financial year. All of the Group’s Australian locations have successfully maintained productivity while transitioning to a combination of work-from-home and safe store or office-based activity for employees including online fulfilment (click and collect and payment portal service) for customers. Focus remained on customer service with emphasis on safe work practices protecting both customers and employees alike. The Group has continued to focus on the health and wellbeing of its employees and customers, observing the necessary hygiene and social distancing measures. The ability to service customers while ensuring a safe environment and remaining profitable demonstrates resilience and an ability to operate effectively during periods of significant uncertainty and change. Of the 23,336 store trading days considered available in FY 2021 across Australian stores, “lockdowns” have resulted in an estimated 2,374 lost trading days – a 10% reduction in available days across all Australian stores. 2,083 of these lost trading days originate in the state of Victoria representing 28% of available trading days lost. In the United Kingdom, franchised store closures were experienced for 207 days of the financial year with a minimal click and collect service available through some of the period. No stores have closed permanently due to COVID-19, and 2 new franchise stores were opened during the year. Cash Converters has several master franchise arrangements in other countries, which operate sub franchised stores. Many of these stores have been the subject of government-mandated closures during the COVID-19 pandemic. These store closures have had no material financial impact on the Group. It is worth noting that no entities within the Australian group made direct claims under the JobKeeper Payment scheme allowances. As with the prior year, economic support packages provided to affected workers, businesses and the broader community negatively impacted demand for personal loans, however, did stimulate retail activity. Government stimulus payments to Australian customers significantly impacted borrower demand and accelerated loan repayments in the first half of FY 2021. Whilst borrower demand and business activity throughout the second half of FY 2021 has recovered somewhat, the softer second half earnings result is due to these COVID-19 related factors. Pricing and risk settings have been adjusted and the Group has significantly rebuilt the personal lending books. There has been measured growth in the vehicle finance book based on a prudent view on the significant increase seen in used vehicle asset valuations. Retail inventory and pawnbroking books have also recovered with intermittent lockdowns during the year actively managed to ensure our stores remained safe. Despite the progress made domestically and abroad towards limiting the spread of COVID-19, significant uncertainty remains. There is prevailing uncertainty with respect to forward-looking statements and there has been a focus on presenting appropriate disclosure with respect to business impacts, risks and uncertainties and key assumptions. 30 June 2021 Cash Converters International Limited 5 Operating and financial review Key financial performance highlights: The strength of the Company’s business model has remained particularly evident over the past 12 months with the Company’s customer service proposition having been successfully integrated - with physical store assets operating in tandem with industry-leading online digital assets. As the ongoing normalisation of the trading environment hopefully continues, the momentum in the Company’s loan books should continue to generate customer and shareholder value, as will the new product releases and operational efficiency initiatives. A strong financial result was achieved in the financial year, compared to the previous corresponding year, as outlined in the table below: Total revenue Profit / (loss) for the year EBIT 2 EBITDA 2 As reported 2021 $’000 201,346 16,199 28,800 45,312 2020 $’000 262,021 (10,491) (693) 19,168 Operating 1 2021 $’000 201,346 16,199 28,800 45,312 20203 $’000 262,021 19,573 42,255 62,116 1 2 3 The operating results for FY 2020 are presented net of the significant expense items outlined below that were directly associated with the settlement of class action litigation claims, to aid the comparability and usefulness of the financial information reflecting the underlying performance of the business. This information should be considered in addition to, but not instead of or superior to, the Group’s financial statements prepared in accordance with IFRS. The operating results presented may be determined or calculated differently by other companies, limiting the usefulness of those measures for external comparative purposes. The Company reports EBIT calculated as earnings before interest expense and tax and EBITDA calculated as EBIT before depreciation and amortisation. EBIT and EBITDA are non-IFRS measures and are alternative performance measures reported in addition to but not as a substitute for the performance measures reported in accordance with IFRS. These measures focus directly on operating earnings and enhance comparability between periods. The non-IFRS measures calculated and disclosed have not been audited in accordance with Australian Accounting Standards although the calculation is compiled from financial information that has been audited. For FY 2020 EBIT and EBITDA are presented in the table above as reported and on an operating basis to illustrate the impact of the significant expense inclusive of legal costs incurred on a class action litigation claim. In October 2019, the Group agreed to a settlement payment of $42.500 million ($32.500 million payable upfront and $10.000 million payable by September 2020) on the Lynch class action lawsuit. This action had been previously lodged on behalf of borrowers residing in Queensland who took out personal loans between July 2009 and June 2013. The settlement received Federal Court approval on 24 March 2020 and upon payment of the balance of $10.000 million by 30 September 2020, the matter finalised. These costs were reported in the Head Office segment. The commencement of FY 2021 was characterised by challenging and uncertain operating conditions including reduced lending demand with elevated levels of stimulus resulting in personal loan books contracting and an increase experienced in the early repayment rate on the vehicle loan books. As foreshadowed the trend reversed during the latter part of the first half. 30 June 2021 Cash Converters International Limited 6 Operating and financial review Through the second half the loan book growth rate has continued to improve, most significantly in personal lending in the last two months of the financial year. Vehicle finance demand has remained supressed with escalating second-hand vehicle prices evidencing a relative imbalance in supply and demand and a noted scarcity in available vehicles becoming apparent by year end. Principal advanced1 Personal finance Vehicle finance Total 2021 $’000 220,837 6,713 227,550 2020 $’000 230,948 18,839 249,787 Variance -4.4% -64.4% 1 Principal advanced represents the aggregate loan funding advance to customers, Pawnbroking and Cash Advance services are included in personal finance. Gross loan books Personal finance Vehicle finance Total 2021 $’000 133,786 44,279 178,065 2020 $’000 104,129 61,456 165,585 Variance 28.5% -28.0% Although revenue has been impacted, the Group has demonstrated an ability to successfully navigate through an unfavourable environment to deliver strong results and maintain momentum for continued performance, particularly in relation to an expectation of growing the personal loan books and stability in the vehicle loan book. Second half lending momentum has been encouraging as credit demand somewhat normalised and government stimulus was unwound. Successfully insourcing the collections function from a third-party in H2 FY 2021 has provided an improved customer service proposition to our customers across the entire value chain. This initiative is already yielding promising improvements in customer satisfaction, cure rates and overhead cost reductions. Bad debt expense has been significantly reduced during the year, much of this is driven by customers benefiting from fiscal stimulus and electing to reduce loan commitments. There has also been evident improvement in credit performance because of refinements in credit decisioning and the early impacts of the inhouse collections enhancements. There is also a favourable impact from the movement in the expected credit loss allowance year on year which has positively contributed to earnings because of the reduced value of the loan book balances on which the provision is set. As highlighted earlier, in Australia, the Victorian stores experienced a significant negative impact in earnings because of extended closures during the year. Across the other states the Company demonstrated the advantage of its online channel and geographic diversity both on a state-by-state basis as well as the balance between metropolitan and regional store presence. Retail inventory which is generated through the second- hand goods trade cycle has recovered during the year as consumer retail behaviour trended back to longer term norms. The pawnbroking loan book has increased significantly during the year with customers familiar with the product returning as fiscal stimulus was unwound by the government. The profit margin in stores has been managed through controlling overhead costs. 30 June 2021 Cash Converters International Limited 7 Operating and financial review Through FY 2021 the Company has acquired the trade and other assets of six Australian franchise stores. New greenfield hybrid stores were also opened. With the acquisition and expansion strategy one of continued disciplined growth, we continue to expand our distribution network to reach new customers. In the United Kingdom, during FY 2021 the results were impacted by the waiver of franchise fees for each month franchise stores were unable to open due to COVID-19 restrictions and discounts applied to them for the remainder of the year. Profit margins have improved because of an organisational restructure and reduced overheads. Stores were able to offer a click and collect service for some of the period which has enabled the network to build upon the online brand. In the UK operations, the next five years is expected to see a positive, year on year growth in profit driven by the opening of new stores by the existing and new franchise operators. Having significantly reduced its capital commitments after the restructuring in 2016 and now conducting the far lower risk operation as a master franchisor, the UK operation is looking forward to expanding its franchise network and providing key development support to its existing and new franchisees, alongside increasing its online presence. Growth plans in 2021/22 include to expand the network of stores with the current franchisees and new franchisees over the next five years – the future of the business is forecast to be one of sustainable growth. Profit has been achieved over the last three years, including during COVID impacted trading conditions. Ongoing taxable profit forecasts have supported recognising in full the deferred tax asset (DTA) that arises from carry forward tax losses from previous years. The assessment has required the application of judgement. The impact to the consolidated accounting net profit after taxation of the group when translated to Australian dollars has resulted in the equivalent $ 4.227 million being recognised through the current year income tax expense line in the statement of profit or loss and other comprehensive income. Consolidated revenues and results by significant segment as reported are set out below: Personal finance Vehicle financing Store operations Franchise operations Totals before head office costs Head office Totals after head office costs Depreciation, amortisation and impairment Finance costs Profit / (Loss) before income tax Income tax (expense) / benefit Profit / (Loss) for the year Segment revenues 2020 $’000 102,352 18,522 123,944 16,874 261,692 329 262,021 2021 $’000 72,675 13,368 102,667 12,450 201,160 186 201,346 Segment EBITDA 1 2020 $’000 49,171 2,882 25,749 10,118 87,920 (68,752) 19,168 (19,861) (12,607) (13,300) 2,809 (10,491) 2021 $’000 38,581 11,669 13,818 8,436 72,504 (27,192) 45,312 (16,512) (11,717) 17,083 (884) 16,199 1 The Company reports EBIT calculated as earnings before interest expense and tax and EBITDA calculated as EBIT before depreciation and amortisation. EBIT and EBITDA are non-IFRS measures and are alternative performance measures reported in addition to but not as a substitute for the performance measures reported in accordance with IFRS. These measures focus directly on operating earnings and enhance comparability between periods. 30 June 2021 Cash Converters International Limited 8 Operating and financial review EBITDA on an operating basis is set out below: Personal finance Vehicle financing Store operations Franchise operations Totals before head office costs Head office Total EBITDA 1 1 Operating basis 2 2020 $’000 49,171 2,882 25,749 10,118 87,920 (25,804) 62,116 2021 $’000 38,581 11,669 13,818 8,436 72,504 (27,192) 45,312 2 The Company reports EBIT calculated as earnings before interest expense and tax and EBITDA calculated as EBIT before depreciation and amortisation. EBIT and EBITDA are non-IFRS measures and are alternative performance measures reported in addition to but not as a substitute for the performance measures reported in accordance with IFRS. These measures focus directly on operating earnings and enhance comparability between periods. The non-IFRS measures calculated and disclosed have not been audited in accordance with Australian Accounting Standards although the calculation is compiled from financial information that has been audited. The operating results for FY 2020 are presented net of the significant expense items outlined above that were directly associated with the settlement of class action litigation claims, to aid the comparability and usefulness of the financial information reflecting the underlying performance of the business. This information should be considered in addition to, but not instead of or superior to, the Group’s financial statements prepared in accordance with IFRS. The operating results presented may be determined or calculated differently by other companies, limiting the usefulness of those measures for external comparative purposes. The non-IFRS information has not been audited or reviewed in accordance with Australian Auditing Standards. Key financial position highlights: Cash and cash equivalents Loan receivables Trade and other receivables Inventories Intangible assets Other assets Total assets Borrowings Other liabilities Total liabilities Total equity 30-Jun-21 $'000 72,166 150,286 9,627 24,128 128,903 92,814 477,924 69,353 88,793 158,146 30-Jun-20 $'000 106,548 135,206 11,630 15,221 128,338 82,891 479,834 87,792 85,671 173,463 Variance -32.3% 11.2% -17.2% 58.5% 0.4% 12.0% -21.0% 3.6% -8.8% 319,778 306,371 4.4% The Group closed the year with a strong balance sheet, which has included the loan book rebuilding through late 1H21 and into the second half of the year. The Group reported a net cash reduction of $34.539 million (2020: $24.775 million net cash inflow). The Group closed the year with undrawn securitisation facility funding lines of $79.750 million. Net operational cash flow generated was $1.685 million (2020: $70.111 million). Operational cash flow generated in the prior year includes the significant net settlements on loan books and decreased outgoings experienced, particularly in the last quarter for FY 2021. In the current year the funding of recovery in loan outgoings and in retail inventory was sourced from operational cash flow. In FY 2020, the Group determined to fund the class action settlement of $42.500 million (and the associated legal costs) with cash on hand generated from operations. $32.500 million was paid during the FY 2020 year with the final settlement payment paid on 30 September 2020. 30 June 2021 Cash Converters International Limited 9 Operating and financial review Financing activities resulted in net repayment of borrowings of $26.105 million (2020: $43.560 million) and dividend payments net of the DRP proceeds of $3.665 million (2020: Nil). Cash flows used in investing activities of $6.454 million (2020: $1.776 million) included $6.684 million (2020: Nil) invested in franchise store acquisitions. The Group has responded in the assessment of the expected credit loss allowance to the potential impact of COVID-19. In addition to the usual considerations applied, the assessment has required the application of judgement in anticipation of potential pandemic related influences. Suitable reserves have been incorporated including for an assessment of economic risk and the impact to modelling risk of potentially unrepresentative data because of out of norm consumer behaviour due to fiscal stimulus. The overall provision as a percentage of the gross loan book has decreased from the prior year at 18.3 % to 15.6 % with the main driver of the change being a reduced economic risk reserve. Inventories increased year-on-year from a low point in FY 2020 which was a result of COVID-19 related retail demand and includes an appropriate assessment of obsolescence provision. Consistent with previous financial years, the carrying value of intangible assets has been assessed for and recorded net of any required impairment charge. Included in the assessment of the carrying value of goodwill is the application of judgement with respect to possible regulatory changes on which there remains uncertainty and on which the Group has determined a low likelihood, as well as the potential impact of COVID-19. The disciplined evaluation of investment opportunities and allocation of capital continues and with a strong balance sheet in place the Board has, with the results release, declared a fully franked final dividend of 1 cent per fully paid ordinary share. Included in Other Assets in the financial information summarised above is a right-of-use asset with recognition of a corresponding lease liability, and the carrying value of the investment in the New Zealand operation inclusive of the provision impairment which remains unchanged from last year. The reduction in the Fortress Investment Group (“Fortress”) securitisation funding facility balance year on year reflects the funding of lending activity from operationally generated cash flow during the financial year, with available cash on hand at year end exceeding the borrowings drawn down amount. Culture and people The values and culture of Cash Converters are the foundation of its success and the reason it has continued to operate for over 37 years. The Company recognises the importance of its reputation and standing within the community and with its key stakeholders, such as customers, employees, suppliers, creditors, law makers and regulators. A refreshed expression of the “Core Values” was released during the Reporting Period after a period of internal consultation. All team members are encouraged to embrace these values. Performance in accordance with these values is acknowledged and rewarded through Annual Performance Awards and includes an award for a Values Champion. 30 June 2021 Cash Converters International Limited 10 Operating and financial review The Values Statement is encapsulated as follows: We’re real people who are passionate and proud • We’re genuine, friendly and from your neighbourhood. We’re passionate and proud to be here helping our customers. We’re caring and respectful • We’re here to listen and find ways to help makes things possible, supportive of our customers and our colleagues. There’s no judgement here. We treat everyone as an individual. We’re tenacious problem solvers • We don’t back down. We always try our best to help others, no matter how hard the task seems. The Net Promotor Score (NPS) system is used to measure customer engagement. NPS is measured on a customer’s willingness to recommend Cash Converters to a friend or family member. Customers are surveyed at multiple stages of the journey and this data is referenced daily to improve service and celebrate team members. With a positive NPS score of 61 (2020: 62) Cash Converters demonstrates the significant value it adds to its customers and the wider community. Business Risk Assessment Like all businesses, Cash Converters faces uncertainty and the ability to understand, manage and mitigate risk provides a competitive advantage. The Company’s ability to accurately assess value, purchase and sell quality consumer goods at appropriate prices is influenced by many factors. Again, while acknowledging these risks, the depth of skill and experience in this specialist area is a source of competitive advantage for Cash Converters. The second-hand retail offer continued to appeal to value and environmentally conscious customers and to date, has stood the Company in good stead throughout the COVID-19 pandemic. As a responsible provider of personal finance products there is an inherent risk that customers may not meet their expected repayments as they manage their financial commitments. Cash Converters’ success in working with these customers over time is based on many factors that mitigate compliance risk and risk of default with those who may subsequently experience financial difficulty. These include: • • • • Treating customers with empathy, care, and respect; A high investment in engagement methods to provide customers with freedom of choice; Efficient and thorough understanding and assessment of customer eligibility prior to origination; and A value-driven culture where a premium is placed on customer service and unlocking possibilities together. While responsible lending policies and a customer-first approach aims to minimise risk, credit risk is influenced by factors outside the control of Cash Converters such as unemployment, relative income growth, consumer confidence and interest rates. The risk of default is ever-present. Cash Converters often has the advantage in offering credit products to customers that it has served over many years and knows well, affording a unique opportunity to provide a high level of service. 30 June 2021 Cash Converters International Limited 11 Operating and financial review Cash Converters welcomes the industry emphasis towards non-financial risk, including conduct and culture as well as detecting, deterring, and disrupting criminal abuse of the financial system. The Company views these commitments as an area of continuous improvement and continues to strengthen its risk management and compliance capabilities while engaging transparently with financial service sector regulators (ASIC and AUSTRAC). There has been a marked increase in cyber-criminal activities globally over the last year that impact all companies, large and small, but which also pose a greater risk to those companies with a large online customer base. Through an uplifted cyber security program, the Company’s cyber defences were enhanced with a focus on educating team members on the dangers of cyber-crime activities. The Federal Government continues to consider several proposed responsible lending changes for the banks and credit licence holders, operating under the regulated National Credit Act. As a part of this review several recommendations are included in relation to proposed SACC lending rule changes, one of which is an income cap for employed borrowers. Cash Converters has already proactively adopted the other recommendations, in advance of any legislative change and remains well equipped to deal with any outcome. New non-SACC product research and development has progressed well, with several new product releases planned for late calendar year 2021. Continuing to diversify loan books remains an ongoing priority, as does addressing increasing competition from lenders operating under National Credit Act exemptions, that do not provide consumers with many of the sensible safeguards that Cash Converters provides in relation to assessing consumer affordability, loan suitability and hardship protections. Cash Converters remains committed to continue offering all personal finance products under the National Consumer Credit Protection Act. Outside of these exists the accepted risks of regulatory change, poorly executed strategy, failure to respond appropriately to changes in technology and the threat posed through competitor behaviours, all of which are a source of constant consideration and review by the Company’s management team and Board of Directors. Outlook While the new financial year commenced with great promise the rapid extent of change within recent weeks has been a pertinent reminder that the COVID-19 impact is dependent upon the longevity and severity of the pandemic, the pace of business re-openings and rebound, the impact of government responses and the degree to which customer behaviours return to historical norms. From 1 July, while in the United Kingdom all franchise stores have remained open and trading, in New South Wales, Australia, of the estimated 497 trading days available since balance sheet date there have been approximately 467 trading days in which NSW stores either closed or were significantly affected by limited opening hours as the result of the NSW lockdowns. In Victoria, approximately 722 of 1,235 available trading days have been impacted. In the context of Cash Converters operations, the balance of the country has experienced less disruption with the focus on ensuring the safety of customers and staff team members. Trading days is the number of stores owned multiplied by days a store would reasonably be expected to trade. Cash Converters’ proven ability to respond effectively to these changes and geographic diversity continues to provide a competitive advantage. The Company is of the view that it is well positioned to respond to the eventual increase in demand for personal and vehicle financing. 30 June 2021 Cash Converters International Limited 12 Operating and financial review The advantage of a diversified in-store and online customer offering has been demonstrated, particularly in the current economic climate. A key pillar of Cash Converters’ strategy over the following 12 months is to continue to consolidate its position domestically as a lender and retailer of choice, and to expand its financial product offering. The Company will continue to invest in the acquisition of franchise stores which will yield shareholder returns from inception, as well as strategically selected greenfield store openings, which will result in an earnings lag in the early period of settlement but are expected to yield profitability over the longer term. Dealing with so many customers in the personal lending market provides an opportunity to leverage data analytics to generate new product insights, optimise default rates and offer risk rated pricing. This capability provides an opportunity to address new markets and serve new customer segments. New non-SACC product research, development and testing continues to progress well and continuing to diversify loan books remains an ongoing priority. Cash Converters remains committed to continue offering all personal finance products under the National Consumer Credit Protection Act. The strength of the balance sheet provides the Company with greater resources to better serve its customers at a time when they need it most. To deliver on its strategy the Company is investing in its critical capabilities of risk and compliance, technological innovation, and product development. These capabilities will be deployed to capitalise upon any near-term opportunities with the intention of generating long-term value for customers and shareholders. 30 June 2021 Cash Converters International Limited 13 Directors’ report Directors’ report The directors of Cash Converters International Limited submit the following report of the Company for the financial year ended 30 June 2021. To comply with the provisions of the Corporations Act 2001, the directors report as follows: Information about directors The following persons held office as directors of the Company during the whole of the financial year and until the date of this report unless otherwise stated: Mr Jason Kulas – Non-Executive Chairman Appointed director 28 August 2020 Appointed Chairman 28 August 2020 Mr Kulas has over 25 years’ experience across banking and financial sectors. Mr Kulas joined EZCORP Inc. as President and Chief Financial Officer in February 2020 and was appointed Chief Executive Officer of that company in July 2020. He has held a variety of other executive-level finance and operations positions, most recently with Santander Consumer USA Inc., a NYSE listed full-service consumer finance company, where he served in a series of roles including Chief Executive Officer, President, Chief Financial Officer and a member of the Board from 2007 to 2017. Between 1995 - 2007 Mr Kulas was an investment banker with JP Morgan in a series of roles culminating in the role of Managing Director at JPMorgan Securities. Mr Kulas is on the Company’s Board as a nominee of significant shareholder, EZCORP, Inc. and as Chairman, pursuant to the Subscription Agreement dated 17 August 2009 between EZCORP and the Company (released to ASX on 9 November 2009). Accordingly, he is not considered to be an independent director. Over the past 3 years Mr Kulas has held directorships with the following listed company: Company EZCORP Inc (non-executive director) EZCORP Inc Executive Director Commenced 8 April 2019 6 July 2020 Mr Sam Budiselik – Managing Director Appointed director 18 December 2020 Ceased 28 February 2020 Mr Budiselik was appointed Chief Executive Officer in February 2020 after serving as Chief Operating Officer (COO) and interim-CEO. Before joining Cash Converters he was COO at stockbroking and wealth management firm Paterson’s Securities, in addition to holding a number of Director positions across franchise, consulting and commercial drone businesses. Mr Budiselik has spent a total of 12 years abroad during his career working for investment banks UBS and Barclays Capital in London, New York and Singapore before returning to Australia. Over the past 3 years Mr Budiselik has not held any directorships with other listed companies. 30 June 2021 Cash Converters International Limited 14 Directors’ report Mr Peter Cumins – Executive Deputy Chairman Appointed director April 1995 Appointed Executive Deputy Chairman 23 January 2017 Mr Cumins joined the Company in August 1990 as Finance and Administration Manager when the Company had 23 stores, becoming General Manager in March 1992. He became Managing Director in April 1995. Mr Cumins moved from this role to the role of Executive Deputy Chairman on 23 January 2017. Mr Cumins is a qualified accountant and has overseen the major growth in the number of franchisees in Australia as well as the international development of the Cash Converters franchise system. His experience in the management of large organisations has included senior executive positions in the government health sector, specifically with the Fremantle Hospital Group, where he was Finance and Human Resources Manager. Over the past 3 years Mr Cumins has held a directorship with the following listed company: Company EZCORP Inc Commenced 28 July 2014 Ceased 9 April 2019 Ms Julie Elliott – Non-Executive Director Appointed director 14 April 2020 Ms Elliott is currently a Company Director and Consultant and has over 30 years’ experience in both executive and director roles across banking, financial services and government. Her previous positions include Chief Executive Officer at Bank of Sydney, Chair of State Trustees Limited and senior management roles with major banks. In addition to various advisory and consulting roles, Ms Elliott is currently a Director and Chair of the governance and remuneration committee at P&N Bank, and a Director of Asia Pacific Capital Ltd and Grow Finance Limited (formerly Australian Invoice Finance Limited). She is a Fellow and Graduate of the Australian Institute of Company Directors and a Fellow of Chartered Accountants Australia & New Zealand and FINSIA. Ms Elliott is the Chair of the Company’s Governance, Remuneration and Nomination Committee, and a member of the Audit and Risk Committee. Over the past 3 years Ms Elliott has not held any directorships with other listed companies. Mr Lachlan Given – Non-Executive Director Appointed director 22 August 2014 Until 18 September 2019 Mr Given held the role of Executive Chairman of EZCORP Inc and is now Head of M&A and Funding. He is also a Director of The Farm Journal Corporation, a 138 year old pre-eminent US agricultural media company; Senetas Corporation Limited (ASX: SEN), the world's leading developer and manufacturer of certified, defence-grade encryption solutions and CANSTAR Pty Ltd, the leading Australian financial services ratings and research firm. Mr Given began his career working in the investment banking and equity capital markets divisions of Merrill Lynch in Hong Kong and Sydney where he specialised in the origination and execution of a variety of M&A, equity and equity-linked and fixed income transactions. Mr Given graduated from the Queensland University of Technology with a Bachelor of Business majoring in Banking and Finance (with distinction). Over the past 3 years Mr Given has held directorships with the following listed companies: Company Senetas Corporation Limited EZCORP Inc Commenced 20 March 2013 18 July 2014 Ceased - 18 September 2019 30 June 2021 Cash Converters International Limited 15 Directors’ report Mr Robert Hines – Non-Executive Director Appointed director 14 April 2020 Mr Hines brings over 30 years’ experience in banking and finance services, agriculture and energy sectors with senior executive roles focusing on finance, retail and operations. Mr Hines retired from his executive role as Chief Operating Officer at Queensland Sugar Limited (QSL) at the end of October 2020. Mr Hines joined QSL in 2013 as Chief Financial Officer. Prior to joining QSL, Mr Hines was a Director, CFO Advisory at KPMG and he held Chief Financial Officer roles with several leading Queensland companies including, Bank of Queensland Limited, Suncorp Group Limited and Queensland Investment Corporation (QIC). He brings extensive operational and financial expertise to the Board. He is a senior Fellow of FINSIA and a Fellow of the Australian Institute of Company Directors, Institute of Chartered Accountants and CPA Australia. Mr Hines is the Chair of the Company’s Audit and Risk Committee, and a member of the Governance, Remuneration and Nomination Committee. Over the past 3 years Mr Hines has not held any directorships with other listed companies. Mr Henry Shiner – Non-Executive Director Appointed director 1 July 2021 Mr Shiner has accumulated experience over many years of Senior Executive Management and Strategic positions, most recently in the Quick Service Restaurant industry, where he held the positions of Vice President, Chief Information Officer of McDonald’s APAC and then as Vice President Global Financial Transformation – IT, at McDonald's Corporation. Mr Shiner has held Non-Executive Director roles on the National Board of Ronald McDonald Charities, Craveable Brands, DragonTail Systems, NoahFace, Guroo Producer, Slikr and Advisory Board roles with numerous other companies. Prior to McDonald’s, Mr Shiner held Senior Executive positions in Norske Skog, Fletcher Challenge Paper, Honeywell Ltd and AGL. His experience across these markets have included leading Strategic Planning, Technology Strategy and Development, Franchising, Cyber Security, Manufacturing operations and Governance and Quality Management. In addition to an honours degree in Chemical Engineering, Henry has graduated in Management Studies focused on Global Strategy execution from the IMD School in Lausanne, Switzerland and is a member and graduate of the Australian Institute of Company Directors. Over the past 3 years Mr Shiner has held a directorship with the following listed company: Company Dragontail Systems Limited Commenced 13 May 2020 Ceased - Mr Stuart Grimshaw – Non-Executive Chairman Appointed director 1 November 2014 Appointed Chairman 10 September 2015 Resigned with effective date 28 August 2020 During the financial year, Mr Grimshaw retired from his directorship with the Company. Mr Grimshaw held the role of Chief Executive Officer of EZCORP Inc (a major shareholder in the Company) until 6 July 2020. Prior to joining EZCORP in November 2014, Mr Grimshaw was the Managing Director and Chief Executive Officer of Bank of Queensland Limited (BOQ). 30 June 2021 Cash Converters International Limited 16 Directors’ report During his tenure at BOQ he initiated fundamental changes to BOQ’s culture, operating model and strategic direction and established a strong track record of execution. In addition, a strong capital and provisioning strategy resulted in two credit rating upgrades to A-, and BOQ has been well supported by the equity markets with two global equity offerings successfully raising close to $800 million. In Mr Grimshaw’s time at the Bank, BOQ attracted and developed exceptional talent across the top four management levels and a unique culture and brand that is now well recognised by the market. During his 30-year career in financial services, Mr Grimshaw has held a wide variety of other roles across many functions of banking and finance, including eight years at the Commonwealth Bank of Australia (CBA). At CBA, he started as Chief Financial Officer and over time became Group Executive, responsible for core business lines including Institutional and Business Banking as well as Wealth Management (Asset Management and Insurance). Prior to joining CBA, he worked for the National Australia Bank and was the Chief Executive Officer of Great Britain, with responsibility for large UK consumer banks Yorkshire Bank and Clydesdale Bank. Mr Grimshaw represented New Zealand at the 1984 Olympics in Field Hockey and has a Bachelor of Commerce and Administration (Victoria University, Wellington, New Zealand) and an MBA (Melbourne University, Australia). He has also completed the Program for Management Development at Harvard Business School. As at the date of Mr Grimshaw’s resignation, he had held a directorship with the following listed companies over the past three years: Company EZCORP Inc Commenced 3 November 2014 Ceased 6 July 2020 Mr Kevin Dundo – Non-Executive Director Appointed director 20 February 2015 Resigned with effective date 23 November 2020 During the financial year, Mr Dundo retired from his directorship with the Company. Mr Dundo practices as a lawyer and specialises in the commercial and corporate field, with experience in the mining sector, the service industry and the financial services industry. He is a member of the Law Society of Western Australia, Law Council of Australia, Australian Institute of Company Directors and a Fellow of the Australian Society of Certified Practising Accountants. At the time of his retirement Mr Dundo was a Non- Executive Director of Imdex Limited (ASX: IMD) and Avenira Limited (ASX: AEV) and Non-Executive Chairman of Red 5 Limited (ASX: RED). During the financial year until his resignation Mr Dundo was a member of the Company’s Audit and Risk Committee and Remuneration and Nomination Committee. As at the date of Mr Dundo’s resignation he had held directorships with the following listed Companies over the past three years: Company Imdex Limited Red 5 Limited Avenira Limited Commenced 14 January 2004 29 March 2010 22 October 2019 Ceased - - - 30 June 2021 Cash Converters International Limited 17 Directors’ report Directors’ shareholdings The following table sets out each director’s relevant interest in shares and options in shares of Cash Converters International Limited as at the date of this report: Directors Mr S Grimshaw1 Mr S Budiselik Mr P Cumins Mr K Dundo1 Ms J Elliott Mr L Given Mr J Kulas Mr H Shiner Mr R Hines 1 No longer a director and therefore holdings not disclosed. Fully paid ordinary shares Number - 248,375 8,175,694 - 147 - - - 422,000 Share options Number - 9,992,454 - - - - - - - Company Secretary Mr Brad Edwards Appointed 30 June 2017 Resigned with effect from 1 July 2021 With a background in law, Mr Edwards has extensive private practice and corporate experience, most notably with the Bank of Queensland Limited (ASX: BOQ) for 15 years, where he held the roles of Company Secretary and Group General Counsel. His career encompasses banking and financial services, retail franchising, regulatory matters, dispute resolution and class action litigation, capital markets and mergers and acquisitions. Mr. Leslie Crockett Appointed with effect from 1 July 2021 A chartered accountant, Mr Crockett has experience working across a range of industries including financial services, property development, construction, retail and manufacturing covering jurisdictions in Australia, Europe, the United Kingdom, Africa, the USA, and the Caribbean. Prior to joining Cash Converters in June 2020, he was the Chief Financial Officer of a listed financial services group for over seven years and served there as the Company Secretary from early 2013 to September 2015. Mr Crockett qualified as a chartered accountant with Deloitte, where he provided audit, consulting, financial advisory, risk management and tax services. He holds a Bachelor of Accounting Science from the University of South Africa and business qualifications from Melbourne Business School and the University of Southern Queensland. Mr Crockett will continue in his current role as Chief Financial Officer. Principal activities The principal activity of Cash Converters International Limited and its subsidiaries (the Group) is that of a franchisor, retailer of second-hand goods and financial services stores, a provider of secured and unsecured loans and the operator of a number of corporate stores in Australia, all of which trade under the Cash Converters name. Country master franchise licences are also sold to licensees to allow the development of the Cash Converters brand but without the need for support from Cash Converters International Limited. Review of operations The Group’s net profit attributable to members of the parent entity for the year ended 30 June 2021 was $16.199 million (2020: net loss $10.491 million) after an income tax charge of $884,000 (2020: benefit $2.809 million). A review of the Group’s operations and financial performance has been provided on pages 5 to 13. 30 June 2021 Cash Converters International Limited 18 Directors’ report Changes in state of affairs During the financial year there were no significant changes in the state of affairs of the Company other than those referred to elsewhere in this financial report and the notes thereto. Subsequent events In a COVID-19 context, the Group has noted the recent further waves of infections and ease of transmission of the Delta variant since mid-June 2021, which has led to quick and extended lockdowns and the reinstatement of certain government support measures to protect the economy and jobs. The recent outbreaks have impacted significant aspects of everyday lives and the flow on effects to the economy and related business effects remain highly uncertain. State governments have ordered lockdowns which have resulted in disruptions, in particular to in-store trade including the following: • Greater Sydney closures from 27th June and the rest of NSW impacted by closures from 6th August to the date of this report • Victoria store closures during 16th July to 27th July and from 6th August to the date of this report South Australia store closures from 20th July to 27th July (except Geelong which was not closed from 10th August to 21st August) • ACT store trade impacted from 13th August until the date of this report • • Greater Brisbane closures from 30th June to 1st July and a further period from 1st August to 8th August • • Cairns store closures from 9th August to 11th August Perth store closures from 29th June to 2nd July There were no other significant events occurring after the balance date which may affect either the Group’s operations or results of those operations or the Group’s state of affairs. Future developments Likely developments in expected results of the Group’s operations in subsequent years and the Group’s business strategies are referred to elsewhere in this report. Dividends The directors of the Company have declared a final dividend of 1.00 cent per share with the release of the final year end results and reporting date of 29 August 2021. The dividend will be 100% franked and will be paid on 14 October 2021 to those shareholders on the register at the close of business on 24 September 2021. With the declaration of this dividend, the Company’s Dividend Reinvestment Plan (DRP) has been suspended and will not apply to this dividend. Shares under option or issued on exercise of options Details of unissued shares or interests under option as at the date of this report are: Issuing entity Number of shares under option Class of shares Exercise price of option Measurement Date Cash Converters International Limited Cash Converters International Limited 7,880,556 10,101,190 Ordinary Ordinary Nil Nil 30 Jun 2022 30 Jun 2023 The performance rights above are in substance share options with an exercise price of nil, which vest and may potentially be exercised into ordinary shares once certain performance / vesting conditions are met. 30 June 2021 Cash Converters International Limited 19 Directors’ report The holders of these performance rights do not have the right, by virtue of the performance right, to participate in any share or other interest issue other than bonus share issues of the Company or of any other body corporate. No shares have been issued as a result of the exercise of share options or performance rights during or since the end of the financial year. Indemnification and insurance of directors and officers During the financial year, the Company paid a premium in respect of a contract insuring the directors of the Company, the Company Secretary and all executive officers of the Company and of any related body corporate against a liability incurred as such a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor. Directors’ meetings The number of meetings of directors and meetings of committees of directors held during the year and the number of meetings attended by each director were as follows: Directors Board of directors Audit and Risk Committee Held Attended Held Attended Remuneration Governance, and Nomination Committee Held Attended Mr S Grimshaw Mr J Kulas Mr S Budiselik Mr P Cumins Mr K Dundo Ms J Elliott Mr L Given Mr R Hines 1 3* 3* 4* 1 7 4* 7 * Denotes directors who were not a member of the Committee but attended meetings by invitation. 1 3* 2* 4* 1 5 4* 5 2 8 5 10 4 10 10 10 2 8 5 10 4 10 10 10 1 4 2 5 2 5 5 5 1 6 4 7 3 7 7 7 Non-audit services The directors are satisfied that the provision of non-audit services, during the year, by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services during the year by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001, as the nature of the services was limited to income tax and indirect tax compliance, transaction/compliance related matters and generic accounting advice. All non-audit services have been reviewed and approved to ensure they do not impact the integrity and objectivity of the auditor, and none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Details of the amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 21 to the financial statements. 30 June 2021 Cash Converters International Limited 20 Directors’ report Rounding off of amounts The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financials / Directors’ Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument, amounts in the directors’ report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated. Auditor’s independence declaration The auditor’s independence declaration is included on page 42. 30 June 2021 Cash Converters International Limited 21 Directors’ report Remuneration report Remuneration report (audited) Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. Persons addressed and scope of the Remuneration Report ................................................................... 22 Remuneration Governance ..................................................................................................................... 23 Remuneration Framework and link to Strategy ...................................................................................... 24 Performance and reward summary ......................................................................................................... 27 Performance outcomes for FY 2021 including STI and LTI assessment ................................................... 28 Remuneration records for FY 2021 (statutory disclosures) ..................................................................... 34 Employment terms for executive key management personnel .............................................................. 36 Changes in KMP-held equity .................................................................................................................... 37 Non-Executive Director fee policy rates for FY 2020 and FY 2021 and fee limit ..................................... 40 1. Persons addressed and scope of the Remuneration Report This remuneration report forms part of the directors’ report for the year ended 30 June 2021 and has been prepared in accordance with the Corporations Act, applicable regulations and the Company’s policies regarding key management personnel (KMP) remuneration governance. KMP includes all directors and executives who have authority and responsibility for planning, directing and controlling the activities of the Company. On that basis, the following roles / individuals are addressed in this report: Non-executive directors Mr Jason Kulas Mr Stuart Grimshaw Ms Julie Elliott Mr Lachlan Given Mr Robert Hines Mr Kevin Dundo Executive directors Chairman and non-executive director (from 28 August 2020) Chairman and non-executive director (to 28 August 2020) Audit and Risk Committee member (to 28 August 2020) Governance, Remuneration and Nomination Committee member (to 28 August 2020) Non-executive director Audit and Risk Committee member Chair of Governance, Remuneration and Nomination Committee Non-executive director Non-executive director Chair of Audit and Risk Committee Governance, Remuneration and Nomination Committee member Audit and Risk Committee member (to 23 November 2020) Governance, Remuneration and Nomination Committee member (to 23 November 2020) Mr Sam Budiselik Mr Peter Cumins Managing Director (from 18 December 2020) Chief Executive Officer Executive Deputy Chairman Executive key management personnel Ms Lisa Stedman Mr James Miles Mr Leslie Crockett Mr Brad Edwards Mr Peter Egan Chief Operating Officer (from 7 September 2020) Chief Technology Officer (designated from 1 July 2020) Chief Financial Officer General Counsel and Company Secretary Chief Risk Officer (resigned 23 October 2020) 30 June 2021 Cash Converters International Limited 22 Directors’ report Remuneration report 2. Remuneration Governance The following describes how the Board, the Governance, Remuneration and Nomination Committee and the Managing Director interact to set the remuneration structure and determine the remuneration outcomes for the Group: 2.1. Board The Board is responsible for the structure of remuneration for directors and executive key management personnel. The goal is to maximise the effectiveness of remuneration in the creation of long-term shareholder value. 2.2. Governance, Remuneration and Nomination Committee The Governance, Remuneration and Nomination Committee is responsible for reviewing and setting strategy incorporated in the remuneration policies and practices on behalf of the Board. Executive remuneration levels are reviewed annually by the Committee in line with the Remuneration Policy and with reference to market movements. The Committee is responsible for making recommendations to the Board on: a) remuneration strategy to attract and retain talent to drive long term sustainable results; b) recruitment, retention, and termination policies and procedures for executive key management personnel; c) base salaries for executives and Board and Committee fees for non-executive Directors; d) short term incentives for executive key management personnel; and e) equity-based incentive remuneration plans. The Corporate Governance Statement and the Governance, Remuneration and Nomination Committee Charter provide further information on the role of this Committee. These documents and related policies and practices are available on the Company website at https://www.cashconverters.com/governance. The performance review of the Managing Director is undertaken by the Chairman of the Board, reviewed by the Governance, Remuneration and Nomination Committee, and approved by the Board. 2.3. Managing Director The performance reviews of executive key management personnel and other direct reports are undertaken by the Managing Director, reviewed by the Governance, Remuneration and Nomination Committee and approved by the Board. 30 June 2021 Cash Converters International Limited 23 Directors’ report Remuneration report 3. Remuneration Framework and link to Strategy 3.1. Executive key management personnel including Managing Director The remuneration policies are designed to ensure that remuneration outcomes are aligned with the long-term success of the Group and to also attract and retain talent to drive long term sustainable results and strategy. Incentives are based on the achievement of sustained growth in earnings as well as relative shareholder return while adhering to sound risk management and governance principles. The remuneration strategy is underpinned by the following principles and remuneration structure in the table below: • align remuneration with customer and shareholder interests; • support an appropriate risk culture and exemplary employee conduct; • differentiate pay for behaviour and performance in line with our vision and strategy; • provide market competitive and fair remuneration; • recognise the role of non-financial drivers in long term value creation; • enable recruitment and retention of talented employees; and • be simple, flexible and transparent. These measures provide a clear and strong correlation between performance and reward and align the interests of executive key management personnel including the Managing Director with those of the Company’s shareholders. The overall remuneration structure for the year ended 30 June 2021 remains similar to the prior year comprising: Fixed Remuneration Purpose Attract and retain high quality executives through market competitive and fair remuneration Short-Term Incentive (STI) Long-Term Incentive (LTI) Ensure a portion of remuneration is variable, at-risk and linked to the delivery of agreed plan targets for financial and non-financial measures that support strategic priorities Align executive accountability and remuneration with the long-term interests of shareholders by rewarding the delivery of sustained Group performance over the long term Delivery Base salary and superannuation as per the Superannuation Guarantee (Administration) Act 1992 Awarded in cash and restricted shares based on an assessment of performance over the preceding year Awarded in performance share rights which potentially vest after three years, based on the following: • 50 per cent dependent on earnings per share compound annual growth rate over a three- year performance period; and 50 per cent dependent on total shareholder return (TSR) relative to the ASX Small Ordinaries (XSO) Index over the same three-year performance period • Alignment to performance Set with reference to market benchmarks in the financial retail services industries as well as the size, responsibilities, and complexity of the role, and skills and experience. Individual performance impacts fixed remuneration adjustments Performance is assessed using a scorecard comprising financial and non-financial measures linked to the key strategic priorities articulated above Performance is assessed against Earnings per share and TSR which are measures aligned to shareholders (measured over three years) 30 June 2021 Cash Converters International Limited 24 Directors’ report Remuneration report Strategic objectives were articulated as part of the Chairman’s address and the CEO presentation at the FY 2020 shareholder Annual General Meeting. Regular market updates have been provided during the financial year with progress reports, including the half-year report and full year results investor presentations, aligned to the key objectives. Aligned to strategic intent, the remuneration structure ensures that if the Group under-performs on its earnings and / or return targets, no STI will be payable to executive key management personnel. Under-performance over the longer-term will also result in no vesting of performance rights. Eligibility to participate in the STI and/or LTI is at the recommendation of the Governance, Remuneration and Nomination Committee and approval of the Board. The participation level in terms of percentage of fixed remuneration to set STI target awards and the grant of performance rights which may vest over the three-year performance period is determined annually as part of the remuneration review process. The assessment is based on benchmarked relevant market practice in similar companies with similar characteristics. Remuneration for all executives is reviewed at least annually. There is no guaranteed increase in any executive’s employment contract. 30 June 2021 Cash Converters International Limited 25 Directors’ report Remuneration report 3.2. Executive Director: Executive Deputy Chairman Arrangements During the year, consistent with the terms of his employment contract, the Governance, Remuneration and Nomination Committee and Board approved a variation to the fixed remuneration package for the Executive Deputy Chairman. The base salary per annum was increased from $371,597 to $441,426 reflecting the previously allocated remuneration value assigned to the usage of a fully maintained company car. The Company was released from the contractual requirement to provide usage of the fully maintained company car. Under the terms of the employment contract, the Governance, Remuneration and Nomination Committee and Board approved the outright sale of the motor vehicle that had previously been provided to the Executive Deputy Chairman. The sale was conducted at arms-length market value and settled in full on the date of transfer of ownership. Superannuation as per the Superannuation Guarantee (Administration) Act 1992 remains payable and consistent with the prior year, the Executive Deputy Chairman does not participate in any Incentive Plan. 3.3. Non-Executive Director Arrangements The Remuneration Policy is designed to ensure that remuneration outcomes enable the Company to attract, retain and motivate the high calibre of Non-Executive Directors required for it to meet its objectives. A Non-Executive Director is not entitled to receive performance-based remuneration. They may be entitled to fees or other amounts, as the Board determines, where they perform duties outside the scope of the ordinary duties of a director. They may also be reimbursed for out-of-pocket expenses incurred. 3.4. Securities Trading Policy The Securities Trading Policy imposes trading restrictions on all employees, contractors and consultants who are considered to be in possession of market sensitive information. In addition are restrictions in the form of closed periods for KMP who are prohibited from trading in the Company’s securities, except: • in a six-week trading window period commencing 24 hours after the release of the final and half-yearly financial results; • after release of a disclosure document offering equity Securities in the Company; or • dates as declared by the Board in the circumstances that the Board is of the view that the market can reasonably be expected to be fully informed on those dates. KMP are prohibited from entering into contracts to hedge their exposure to any securities held in the Company. 30 June 2021 Cash Converters International Limited 26 Directors’ report Remuneration report 4. Performance and reward summary 4.1. Remuneration policy and link to performance As outlined above, in setting the Company’s remuneration strategy, the Governance, Remuneration and Nomination Committee makes recommendations which demonstrate a clear and strong correlation between performance and reward and align the interests of executive key management personnel with those of the Company’s shareholders. The following table shows the statutory key performance indicators of the Group over the last five years: Revenue from continuing operations Net profit / (loss) before tax from continuing operations Net profit / (loss) after tax - continuing operations - discontinued operations Profit/(loss) after tax Share price - beginning of year - end of year Dividend (i) - interim - final dividend Earnings per share from continuing and discontinued operations - basic - diluted (i) Franked to 100% at 30% corporate income tax rate. 2021 $’000 201,346 Year ended 30 June 2019 $’000 281,565 2020 $’000 262,021 2018 $’000 260,345 2017 $’000 271,241 17,083 (13,300) (2,366) 31,271 28,198 16,199 - 16,199 (10,491) - (10,491) (1,692) - (1,692) 22,503 - 22,503 20,618 - 20,618 Cents Cents cents Cents cents 17.5 22.0 1.0 1.0 2.62 2.55 16.0 17.5 - - 31.0 16.0 - - (1.70) (1.70) (0.27) (0.27) 31.5 31.0 - - 4.55 4.43 43.5 31.5 - - 4.21 4.12 30 June 2021 Cash Converters International Limited 27 Directors’ report Remuneration report 5. Performance outcomes for FY 2021 including STI and LTI assessment With the Group having announced the intention to return to being a dividend paying company, an interim dividend of $0.01 per share was declared and then paid with the release of the half year results, and a final dividend of $0.01 has been declared with the release of the full year results. The operational response to the COVID-19 pandemic has been commendable. All the Group’s locations have successfully maintained productivity while transitioning to a combination of work-from-home and store or office-based activity. Focus remained on customer service with emphasis on safe work practices. Pricing and risk settings have been adjusted and the Group has significantly rebuilt the personal lending books with a measured growth rate in the vehicle finance book based on a prudent view on the significant increase seen in used vehicle asset valuations. Retail inventory and pawnbroking books have also recovered with intermittent lockdowns during the year actively managed to ensure our stores remained safe. These operational achievements have put the Group in a strong position. With $72.166 million in cash and cash equivalents and nearly $80 million in undrawn credit lines, the Group can continue to invest and look for opportunities during a period of uncertainty. The Group reported success in progressing the strategic pillars of Australian network expansion, new product development and operational excellence by completing six key franchise store acquisitions, opening new greenfield stores and piloting new finance products. Executing a sensible growth strategy remains a key focus of the management team with increasing profitability anticipated throughout FY 2022 and beyond. In considering the award of STI and LTI remuneration the Board has been cognisant of the challenging economic environment, including the effect of COVID-19. Consistent with performance incentives as awarded across the broader business the Board has recognised executive performance and delivery of profit in a year of unprecedented challenges and the need to attract and retain the team in a period of abnormal economic uncertainty and ongoing regulatory scrutiny. Short-term incentives (STI) The STI component of remuneration currently consists of a cash bonus that is focused on a balanced scorecard approach, with financial and non-financial measures. Awards under the STI required that the target profit threshold set as part of the annual budgeting process was met. Individuals are only eligible to receive a fixed remuneration adjustment, STI or LTI where the individual has met the risk and compliance requirements established under the annually reviewed Risk Management Framework. The performance of the Group and each division is reviewed and measured with reference to how risk is managed in line with a balance risk scorecard aligned to the risk appetite and the results influence remuneration outcomes. The key risks that are considered include capital, credit, market, equity, liquidity, risk culture, financial crime, reputation, conduct, operational and compliance risk. The Board reserves the right to amend, vary or revoke the terms of any incentive plan from time to time, at its sole and absolute discretion. 30 June 2021 Cash Converters International Limited 28 Directors’ report Remuneration report The STI achieved in relation to the FY 2021 period has been accrued in the FY 2021 results and is payable on release of the audited financial results. The key performance indicators (KPIs) are selected based on what needs to be achieved over the performance period to achieve the business strategy over the longer term, varied to reflect individual executive roles and responsibilities. The average amount awarded to KMP in STI as a percentage of target STI for FY 2021 was 100%. In relation to the completed FY 2021 period the following KPIs and weightings applied to Participants: Feature Description Maximum opportunity Individual award outcomes are determined on individual and Group performance through outperformance of a balanced scorecard. The performance measures comprise a mix of financial and non-financial metrics linked to Group and business unit targets. Together they provide a balanced assessment of performance against measurable initiatives that support the delivery of the Group’s strategy. Proportion of award relative to base salary varies by role and tenure, and ranges from 30% to 100%. Performance metrics Performance outcomes are determined through assessment of the balanced scorecard and are subject to two key assessments (gateways): • • adherence to risk and compliance requirements established under the annually reviewed Risk Management Framework target profit threshold set as part of the annual Strategy setting and budget process Key Performance Indicators (KPIs) are aligned to the strategic priorities of sustained growth in earnings and relative shareholder return. 30 June 2021 Cash Converters International Limited 29 Directors’ report Remuneration report Individual performance measures Strategic Goal Strategic Priority & Weighting Required KPI threshold / Smart measurements Rationale for award Behavioural Competencies 10% Requirement to consistently meet required behavioural competencies Assessed across Values, Accountability, Culture, Innovation, Compliance and Strategy Balanced assessment of individual performance to support the delivery of the Group’s strategy Role appropriate financial and non- financial measures linked to Group and business unit targets on Operational Excellence, Product Development, and Network Expansion, set and approved with approval of Group Strategy by the Board at commencement of the financial year. Strategic Goals outlined in investor presentation and market updates including the FY 2020 AGM. Individual Objectives aligned to strategic delivery Between 3 to 5 KPIs aggregating to 40 % Performance reviews of executive key management personnel undertaken by the Managing Director, reviewed by the Governance, Remuneration and Nomination Committee and approved by the Board. Managing Director approved by the Board. Assessment of performance of executive key management personnel to KPIs aligned to strategic goals undertaken by the Managing Director, reviewed by the Governance, Remuneration and Nomination Committee and approved by the Board. Managing Director approved by the Board. 30 June 2021 Cash Converters International Limited 30 Directors’ report Remuneration report Shared performance measures Strategic Priority & Weighting Our Customers 10% Strategic Goal Required KPI threshold / Smart measurements Rationale for award Improve our customer experience As measured by an average NPS of >60 and brand re-launch engagement of 60% SA/A in pulse survey by June 2021 Achieved NPS of 61. Pulse survey post Brand release scored that 87% of people who saw the new brand, strongly agreed/agreed that they would consider Cash Converters as a brand for them Our Shareholders 10% Increase Shareholder value As measured by the development and execution of a strategic plan that results in annual share price growth Strategic Plan delivered and endorsed. YoY share price growth of 25.7% Our People 10% Enhance our people capability As measured by the implementation of an annual process that analyses all employees against performance/potential/desire criteria and results in the active/ongoing development for 100% of those identified as key talent People Effectiveness and Capability System has been implemented. Key talent identified with specific development plans in place Operations 10% Improve our operational efficiency As measured by the successful in housing of collections customer servicing, to budget, enabling all compliance measures Completed with required ACL licence amendment achieved Conduct and Risk Management 10% Embed a risk culture As measured by embedding the principles of risk management framework delivering an effective “3 Lines of Defence” model across the organisation Annual Board Risk Management Framework review demonstrated that an effective “3 Lines of Defence” model has been embedded and a strong risk culture led from the top Following the end of the Measurement Period (the financial year) the Board assessed the extent to which target levels of performance had been achieved in relation to each KPI and determined the total award payable. 30 June 2021 Cash Converters International Limited 31 Directors’ report Remuneration report Executive Mr S Budiselik Mr L Crockett Mr B Edwards Mr J Miles Ms L Stedman Target STI opportunity $525,000 $175,000 $175,000 $150,000 $90,000 % of fixed remuneration 100% 50% 50% 50% 30% % achieved % forfeited 100% 100% 100% 100% 100% - - - - - Long-term incentives (LTI) At the Annual General Meeting held on 18 November 2015, shareholders approved the Cash Converters Rights Plan (Plan). The Plan was reapproved by shareholders at the Annual General Meeting on 29 November 2018. The Plan is available for review at Cash Converters Rights Plan Rules (https://www.cashconverters.com/wp- content/uploads/2021/06/Cash-Converters-Rights-Plan-Rules.pdf). The Plan provides eligible participants with an incentive plan that recognises ongoing contribution to the achievement by the Company of its strategic goals, and to provide a means of attracting and retaining skilled and experienced employees. Participation in the LTI Plan is at the discretion of the Board. Subject to the achievement of performance conditions, participants may be entitled to be granted Performance Rights and / or Indeterminate Rights as approved by the Board. LTI payments are delivered in Performance Rights which vest into Shares on the achievement of certain performance criteria or, Indeterminate Rights, where the Board, in their absolute and unfettered discretion, make a cash payment equivalent to the number of vested Indeterminate Rights multiplied by the then value of the Company’s share price. The LTI is designed to align the interests of shareholders and executive key management personnel by motivating and rewarding participants to achieve compound annual earnings growth and produce strong shareholder returns over the medium- to long-term. The LTI right grant awards made to eligible participants in September 2020 were offered across two equal tranches and based on performance hurdles in which each hurdle operates independently and applies to 50 per cent of the potential LTI allocation. The Board believes this structure provides a balance between alignment of shareholder returns whilst mitigating the risk of excessive focus on share price performance. 30 June 2021 Cash Converters International Limited 32 Directors’ report Remuneration report Compound annual earnings growth Performance Level Stretch >Target &Threshold & 5% & <10% 5% >2.5% & <5% 2.5% <2.5% % of Tranche Vesting 100% Pro-rata 50% Pro-rata 25% Nil Growth in total shareholder returns (TSR) Performance Level Stretch >Target & Threshold & Index +5% & < Index +10% =Index +5% >Index +2.5% & < Index +5% =Index +2.5% 5 years Post-tax discount rate applied to cash flows Personal finance 34% 2% 3% to 5% 2% 10.6% Store operations 30% 1% 2% 2% 10.6% For the year ended 30 June 2020, the key assumptions, included below, for forecast revenue growth rates reflected the range of assumptions in the scenarios developed spanning varying lending recovery rates post COVID-19 in FY 2021 and FY 2022, as well as the impact of PEA legislation changes in FY 2023 (impacting cash flows beyond year 2). Probability weightings were applied to the scenarios. Assumption 2021 budget revenue growth / (reduction) 2022 forecast revenue growth / (reduction) Revenue growth rate beyond year 2 Terminal growth rate > 5 years Post-tax discount rate applied to cash flows Personal finance (26%) to (30%) 29% to 37% (20%) to 5% 2% 10.6% Store operations (8%) to (9%) 7% (5%) to 1% 2% 10.6% Impairment sensitivity Sensitivity tests were performed on key assumptions regarding discount rate and bad debt forecasts. Management has considered a scenario in which the impact of government responses to COVID-19 would cause a further delay in the FY 2022 forecasted growth. This indicated that when management assumptions are sensitised for identified reasonably possible changes, no impairment would be recognised. 30 June 2021 Cash Converters International Limited 77 Notes to the financial statements 8.e) Intangible assets Allocation of other intangible assets to CGUs Franchise operations (excluding UK) Franchise operations (UK) Personal finance Store operations Vehicle financing 2021 $'000 2020 $'000 5,657 1,279 5,762 4,559 2,341 19,598 5,085 1,722 8,053 3,363 3,148 21,371 Other intangible assets are allocated to their respective CGU and tested for impairment when impairment indicators are identified. Intangible assets with indefinite lives included within other intangible assets are tested for impairment annually. Refer to note 8.d for details of impairment testing. The recoverable value of other intangible assets is assessed using the same assumptions and methods as the goodwill for the related CGUs. No impairment has been recognised in the year ended 30 June 2021 (2020: Nil). Categories of other intangible assets Reacquired Rights Trade names & customer relationships Software Total $'000 7,622 - (746) (9) 6,867 - 1,733 - 29 8,629 5,466 - 329 (4) 5,791 - 371 11 6,173 $'000 $'000 $'000 16,850 - - - 16,850 - 527 - - 17,377 8,853 - 127 - 8,980 - 155 - 9,135 25,292 2,962 (5,584) 6 22,676 1,120 - (2,051) 8 21,753 8,521 (3,776) 5,511 (5) 10,251 (1,453) 4,048 7 12,853 49,764 2,962 (6,330) (3) 46,393 1,120 2,260 (2,051) 37 47,759 22,840 (3,776) 5,967 (9) 25,022 (1,453) 4,574 18 28,161 Cost Balance at 1 July 2019 Additions Disposals Foreign currency exchange differences Balance at 30 June 2020 Additions Additions from business combinations Disposals Foreign currency exchange differences Balance at 30 June 2021 Amortisation Balance at 1 July 2019 Disposals Amortisation expense Foreign currency exchange differences Balance at 30 June 2020 Disposals Amortisation expense Foreign currency exchange differences Balance at 30 June 2021 See note 25.n for the accounting policy. 30 June 2021 Cash Converters International Limited 78 Notes to the financial statements 8.f) Deferred tax balances Deferred tax assets Allowance for expected credit losses Accruals Provision for employee entitlements Other provisions Leases Other Carry forward losses Deferred tax liabilities Fixed assets Intangible assets Other Net deferred tax assets Reconciliation of net deferred tax assets Opening balance at beginning of period Tax expense during period recognised in profit or loss Tax on business combinations Prior year adjustment Transfer current year tax benefit Other Deferred tax asset on recognition of carry forward UK losses Closing balance at end of period 2021 $'000 2020 $'000 7,700 612 2,613 1,486 1,497 89 7,065 21,062 9,128 686 2,322 415 688 178 6,566 19,983 (1,334) (417) (16) (1,767) (687) (1,097) (18) (1,802) 19,295 18,181 18,181 (2,649) (158) (386) - 80 4,227 19,295 14,820 136 - (542) 3,792 (25) - 18,181 A net deferred tax asset of $19.295 million (2020: $18.181 million) has been recognised in the consolidated statement of financial position. There is a critical accounting judgement with respect the recognition of deferred tax assets including where they arise from previous years losses and will be offset against any future taxes on profit. In making this assessment, a forward-looking estimation of taxable profit was made, based on management’s best estimate of future performance from continuing operations as at 30 June 2021. This includes a deferred tax asset in respect of carry forward losses of $7.065 million (2020: $2.758 million) recognised in relation to the Group’s UK operations. Profit has been achieved in the last three years with the FY 2021 year reflecting utilisation of the carry forward losses because of taxable profits arising. Ongoing taxable profit forecasts have supported recognising in full the deferred tax asset (DTA) that arises from unused tax losses from previous years. Continuing operations in Australia made a taxable profit during the current year and is expected to be profitable in future years, therefore supporting the recognition of net deferred tax assets arising from temporary differences in Australia. See note 25.e for the accounting policy. 30 June 2021 Cash Converters International Limited 79 Notes to the financial statements 8.g) Provisions Current Employee benefits Fringe benefits tax Onerous lease contracts Other Non-current Employee benefits Onerous lease contracts Movements in the provisions were as follows: 2021 Carrying amount at start of year Acquired through business combinations Transfer from reserves for awards granted Charged to profit or loss Utilised during the year Foreign currency exchange differences Carrying amount at end of year 2020 Carrying amount at start of year Charged to profit or loss Utilised during the year Foreign currency exchange differences Carrying amount at end of year See note 25.r for the accounting policy. 2021 $'000 2020 $'000 7,975 29 767 1,028 9,799 735 236 971 6,942 54 82 977 8,055 798 459 1,257 Employee benefits Fringe benefits tax Onerous lease contracts Other Total $'000 $'000 $'000 $'000 $'000 7,740 216 - 804 (50) - 8,710 7,115 625 - - 7,740 54 - - 1 (26) - 29 41 13 - - 54 541 - - 444 - 18 1,003 1,343 (539) (263) - 541 977 - 227 285 (469) 8 1,028 9,312 216 227 1,534 (545) 26 10,770 257 725 - (5) 977 8,756 824 (263) (5) 9,312 30 June 2021 Cash Converters International Limited 80 Notes to the financial statements 9. Issued capital 2021 Number 2020 Number 2021 $'000 2020 $'000 Balance at beginning of year 616,437,946 616,437,946 248,714 248,714 Issued during the year Balance at end of year 11,107,069 - 2,499 - 627,545,015 616,437,946 251,213 248,714 Fully paid ordinary shares carry one vote per share and carry the right to dividends. Changes to the Corporations Act abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value. Additional fully paid ordinary shares were issued during 2021 under the Dividend Reinvestment Plan for the dividend paid on 14 April 2021. See note 25.u for the accounting policy. 10. Cash flow information 10.a) Reconciliation of profit after income tax to net cash inflow from operating activities Profit / (loss) after tax Non-cash adjustment to reconcile profit after tax to net cash flows: Amortisation Depreciation Share-based payments Loss on disposal of non-current assets Share of net (profit) / loss of equity accounted investment Changes in assets and liabilities: Trade and loan receivables Inventories Other assets Trade and other payables Provisions Income tax payables Net cash provided by operating activities 2021 $'000 2020 $'000 16,199 (10,491) 4,574 11,592 890 346 (1,707) (14,482) (8,112) 265 (9,635) 1,015 740 1,685 5,967 11,281 (366) 2,623 (957) 46,632 5,125 2,907 9,493 811 (2,914) 70,111 Cash flows are included in the cash flow statement on a net basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 30 June 2021 Cash Converters International Limited 81 Notes to the financial statements 10.b) Non-cash investing and financing activities Net Recognition of right of use asset and liability Share based payment reserve transferred to retained earnings Share based payment reserve transferred to provisions 10.c) Reconciliation of liabilities arising from financing activities 2021 $'000 2020 $'000 18,429 285 227 (2,205) 180 - 2021 Securitisation facility Transaction costs and other Lease liabilities 2020 Securitisation facility Transaction costs and other Lease liabilities Opening Net cashflows $'000 $'000 Non-cash transaction costs $'000 Closing $'000 89,250 (1,458) 53,043 140,835 (19,000) (42) (11,582) (30,624) - 603 22,948 23,551 70,250 (897) 64,409 133,762 124,500 (1,164) - 123,336 (35,250) (1,458) (11,022) (47,730) - 1,164 64,065 65,229 89,250 (1,458) 53,043 140,835 30 June 2021 Cash Converters International Limited 82 Notes to the financial statements 11. Critical estimates and judgements In applying the Group's accounting policies, management continually evaluates judgements, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Group. All judgements, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgements, estimates and assumptions. Significant judgements, estimates and assumptions made by management in the preparation of these financial statements are outlined below. Significant accounting judgements In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amount recognised in the financial statements: • Recoverability of deferred tax assets – see note 6.c • Classification of contingent liabilities – see note 16 Significant accounting estimates and assumptions Impairment of goodwill and other intangible assets – see note 8.d Incremental borrowing rate used in calculating lease asset and liability values – see note 8.c Impairment of equity investment in associate – see note 15.c The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: • • • • Useful lives of other intangible assets – see note 25.n • • • What constitutes a business combination – see note 14 Impairment of financial assets (including loan receivables) – see note 7.b Impairment for inventory – see note 8.a 30 June 2021 Cash Converters International Limited 83 Notes to the financial statements Capitalisation of configuration and customisation costs in SaaS arrangements Note 25.z describes the entity’s accounting policy in respect of customisation and configuration costs incurred in implementing SaaS arrangements. In applying the entity’s accounting policy, the directors made the following key judgements that may have the most significant effect on the amounts recognised in financial statements. Part of the customisation and configuration activities undertaken in implementing SaaS arrangements may entail the development of software code that enhances or modifies, or creates additional capability to the existing on- premise software to enable it to connect with the cloud-based software applications (referred to as bridging modules or APIs). Judgement was applied in determining whether the additional code meets the definition of and recognition criteria for an intangible asset in AASB 138 Intangible Assets. 12. Financial risk management The Group’s activities expose the Group to a variety of financial risks: market risks (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on financial performance. Financial risk and capital management is carried out in accordance with policies approved by the Board. The Board reviews and approves written principles of overall risk management, as well as written policies covering specific areas such as managing capital, mitigating interest rates, liquidity, foreign exchange and credit risk. The Audit and Risk Committee assists the Board in monitoring the implementation of risk management policies. The Group’s treasury function provides services to the business, co-ordinates access to domestic and international financial markets, and manages the financial risks relating to the operations of the Group. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. 12.a) Categories of financial instruments Financial assets Cash and cash equivalents Trade and other receivables Loan receivables Financial liabilities Trade and other payables Borrowings 2021 $'000 2020 $'000 72,166 9,627 150,286 232,079 106,548 11,630 135,206 253,384 13,027 69,353 82,380 23,316 87,792 111,108 The Group has no material financial assets or liabilities that are held at fair value. See note 12.j. 30 June 2021 Cash Converters International Limited 84 Notes to the financial statements 12.b) Market risk The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk from the previous period. 12.c) Foreign exchange risk The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. Exchange rate exposures are relatively small and spot rates are normally used to translate transactions into the reporting currency. There are no foreign currency denominated monetary assets or monetary liabilities in the Group at the reporting date (2020: nil) other than in the functional currency of the operating entity. 12.d) Cash flow and fair value interest rate risk The Company and the Group are exposed to interest rate risk as entities in the consolidated Group borrow funds at variable rates and place funds on deposit at variable rates. Loans issued by the Group are at fixed rates. The risk is managed by the Group by monitoring interest rates. The Company and the Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note. 12.e) Interest rate sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 50-basis point increase or decrease is used because this represents management’s assessment of the possible change in interest rates. At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group’s net profit would increase/decrease by approximately $198 thousand (2020: increase/decrease by approximately $129 thousand). 12.f) Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group measures credit risk on a fair value basis. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics, other than its franchisees. Refer to note 7.b. The Group has a policy of obtaining sufficient collateral or other securities from these franchisees. The majority of loans within the financing divisions relate to loans made by Cash Converters Personal Finance and Green Light Auto which may be both secured and unsecured loans. Credit risk is present in relation to all loans made, which is managed within an agreed corporate policy on customer acceptance and ongoing review of recoverability. For secured loans, the fair value of the credit risk considers the underlying value of the collateral against the loan. 30 June 2021 Cash Converters International Limited 85 Notes to the financial statements 12.g) Liquidity risk Ultimate responsibility for liquidity risk management rests with the Board of directors, who have built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long- term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. Included in note 7.f is a listing of additional undrawn facilities that the Company / Group has at its disposal to further reduce liquidity risk. 12.h) Remaining contractual maturity for its financial liabilities The following table details the Group’s remaining contractual maturity for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. To the extent that interest flows are at floating rates, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Group may be required to pay. 1 year or less 1 to 5 years More than 5 years Total Carrying value 30 June $'000 $'000 $'000 $'000 $'000 13,027 6,341 19,368 - 73,221 73,221 23,316 7,001 30,317 - 99,531 99,531 - - - - - - 13,027 79,561 92,588 13,027 69,353 82,380 23,316 106,533 129,849 23,316 87,792 111,108 2021 Non-interest bearing Variable interest rate instruments 2020 Non-interest bearing Variable interest rate instruments The amounts included above for variable interest rate instruments are subject to change if actual rates differ from those applied in the above average calculations. 30 June 2021 Cash Converters International Limited 86 Notes to the financial statements 12.i) Financial assets The following table details the Group’s expected maturity for its financial assets. The table below has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the Company / Group anticipates that the cash flow will occur in a different period. 2021 Non-interest bearing Fixed interest rate instruments Variable interest rate instruments 2020 Non-interest bearing Fixed interest rate instruments Variable interest rate instruments 1 year or less 1 to 5 years Total More than 5 years $'000 $'000 $'000 $'000 40,587 7,245 30,683 78,515 41,109 8,240 63,469 112,818 - 3,434 - 3,434 - 5,564 - 5,564 - - - - 40,587 10,679 30,683 81,949 41,109 - 13,804 - - 63,469 - 118,382 The amounts included above for variable interest rate instruments are subject to change if actual rates differ from those applied in the above average calculations. 12.j) Fair value of financial instruments The fair value of the Group’s financial assets and liabilities are determined on the following basis: Financial assets and financial liabilities that are not measured at fair value on a recurring basis (but where fair value disclosures are required) At 30 June 2021 and 30 June 2020, the carrying amount of financial assets and financial liabilities for the Group is considered to approximate their fair values. The fair value of the monetary financial assets and financial liabilities is based upon market prices where a market price exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities with similar risk profiles. 30 June 2021 Cash Converters International Limited 87 Notes to the financial statements Financial assets and financial liabilities that are measured at fair value on a recurring basis Subsequent to initial recognition, at fair value financial instruments are grouped into Levels 1 to 3 based on the degree to which the fair value is observable. Levels are defined as follows: • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 fair value measurements are those derived from inputs other than quoted prices included with Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). At 30 June 2021 and 30 June 2020, the Group has no material financial assets and liabilities that are measured on a recurring basis at fair value. 13. Capital management 13.a) Risk management The Board determines the appropriate capital structure of the Group, specifically how much is raised from shareholders (equity) and how much is borrowed from financial institutions and capital markets (debt), in order to finance the Group’s activities both now and in the future. The Board considers the Group’s capital structure and its dividend policy at least twice a year ahead of announcing results, in the context of its ability to continue as a going concern, to execute the strategy and to deliver its business plan. Financial risk and capital management is carried out in accordance with policies approved by the Board. The Board reviews and approves written principles of overall risk management, as well as written policies covering specific areas such as managing capital, mitigating interest rates, liquidity, foreign exchange and credit risk. The Audit and Risk Committee assists the Board in monitoring the implementation of risk management policies. 13.b) Dividends Recognised amounts 1H21 dividend on fully paid ordinary shares held on 25 March 2021 paid on 14 April 2021 Unrecognised amounts The Directors have recommended the payment of a final fully franked dividend. 2021 Cents per share 2020 $'000 Cents per share $'000 1.00 6,164 1.00 6,275 - - - - The Company did not pay a dividend in respect of the financial year ended 30 June 2020. 30 June 2021 Cash Converters International Limited 88 Notes to the financial statements Franking credits Franking credits available on a tax paid basis. See note 25.v for the accounting policy. 14. Business combination – provisional accounting applied 2021 $'000 2020 $'000 65,369 68,379 During the period the Group acquired the trade and other assets of six Cash Converters franchised stores in Australia for total consideration of $6.738 million. There were no acquisitions in the year ending 30 June 2020. Store Morley Melbourne City Blacktown Richmond Coconut Grove Palmerston State WA VIC NSW NSW NT NT Acquisition date 8 October 2020 10 December 2020 11 March 2021 11 March 2021 17 June 2021 18 June 2021 The values identified in relation to the acquisitions are provisional as at the reporting date. 14.a) Summary of acquisition Net assets acquired Cash and cash equivalents Trade and other receivables Loan receivables Inventories Plant and equipment Other intangible assets Deferred tax liability Provisions Consideration satisfied in cash Goodwill arising on acquisition 2021 $'000 54 55 1,156 824 425 2,260 (158) (216) 4,400 6,738 2,338 Goodwill arose in the business combination because the cost of the combination included a control premium paid to acquire the stores. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of the stores. These benefits are not recognised separately from goodwill as the future economic benefits from them cannot be reliably measured. No amount of the goodwill recognised is expected to be deductible for tax purposes. 30 June 2021 Cash Converters International Limited 89 Notes to the financial statements 14.b) Purchase consideration – cash outflow Cash outflow to acquire franchise stores Cash consideration Less cash balances acquired Net outflow of cash - investing activities 14.c) Revenue and profit contribution 2021 $'000 6,738 (54) 6,684 The acquired business contributed revenues of $2,782,266 and net profit before income tax of $280,626 to the group for the period from 8 October 2020 to 30 June 2021. If the acquisitions had all occurred on 1 July 2020, for the year ended 30 June 2021 consolidated pro-forma revenue for the group would include an additional $5,986,268 and the consolidated pro-forma net profit before income tax would include an additional $744,635. These amounts have been calculated using the data examined as part of the due diligence conducted prior to each store acquisition. 14.d) Acquisition related costs Acquisition-related costs of $449,511 that were not directly attributable to the issue of shares are included in administrative expenses in the statement of profit or loss and in operating cash flows in the statement of cash flows. 14.e) Significant accounting judgements The Group has applied judgement in determining what constitutes a business combination as well as applying judgement to classifying the individual businesses acquired as individually immaterial and as such has disclosed the business acquisitions in aggregate. This is consistent with past acquisitions of franchise stores. 14.f) Significant accounting estimates and assumptions The Group has applied judgement in determining the fair values assigned to the individual assets and liabilities acquired with each franchise store under the business combination. 30 June 2021 Cash Converters International Limited 90 Notes to the financial statements Separately Identifiable Intangible Assets To calculate Customer Relationships and Reacquired Rights, the Group has used the ‘excess earnings’ method which measures the value of an intangible assets after excluding the proportion of the cash flows that are attributable to other assets. In assessing the Fair Value of the Customer Relationships, the excess earnings methodology was applied by forming assumptions on the retention rates of Personal Finance and Pawnbroking customers of the business and forecasting the expected cash flows to be derived from these relationships based on revenue assumptions. In assessing the Fair Value of the Reacquired Rights, the excess earnings approach was used where the value of the Reacquired Rights was assessed as being the net present value of the future cash flows which are expected to be generated over the remaining contractual life of the franchise agreement. The cash flows which were allocated to the Fair Value of the Customer Relationships were deducted in this assessment to avoid any double counting of cash flows. 15. Interests in other entities 15.a) Subsidiaries Controlled entities of Cash Converters International Limited: Name of entity Country incorporation of Ownership interest 2021 2020 Cash Converters (Cash Advance) Pty Ltd Cash Converters Finance Corporation Limited Cash Converters (NZ) Pty Ltd Cash Converters Personal Finance Pty Ltd Cash Converters Pty Ltd Cash Converters (Stores) Pty Ltd Cash Converters UK Holdings PLC Cash Converters USA, Inc Cash Converters USA Limited CC Acquisitions Pty Ltd Finance Administrators of Australia Pty Ltd Green Light Auto Group Pty Limited Mon-E Pty Ltd Safrock Finance Corporation (QLD) Pty Ltd CCPF Receivables Trust No 1 1 2 3 4 3 3 1 1 1 1 1 1 2 2 2 2 2 2 2 2 Australia Australia Australia Australia Australia Australia UK USA Australia Australia Australia Australia Australia Australia Australia 100% 64.33% 100% 100% 100% 100% 100% 0% 99.285% 100% 100% 100% 100% 100% 100% 100% 64.33% 100% 100% 100% 100% 100% 99.285% 99.285% 100% 100% 100% 100% 100% 100% 1 2 3 4 These companies are parties to the Deed of Cross Guarantee and members of the Closed Group as at 30 June 2021. These companies are members of the tax consolidated group. Non-controlling interest is not considered material in these subsidiaries. Entity dissolved on 28 April 2021. 30 June 2021 Cash Converters International Limited 91 Notes to the financial statements 15.b) Deed of cross guarantee Cash Converters International Limited and certain wholly-owned companies (the Closed Group), identified in (a) above, are parties to a Deed of Cross Guarantee (the Deed). The effect of the Deed is that members of the Closed Group guarantee to each creditor payment in full of any debt in the event of winding up of any of the members under certain provisions of the Corporations Act 2001. ASIC Corporations Instrument 2016/785, issued on 28 September 2016, provides relief to parties to the Deed from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports and directors’ reports, subject to certain conditions as set out therein. Pursuant to the requirements of this Corporations Instrument, a summarised consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2021 and consolidated Statement of Financial Position as at 30 June 2021, comprising the members of the Closed Group after eliminating all transactions between members, are set out on the following pages. Summarised statement of profit or loss and comprehensive income Profit / (Loss) before income tax Income tax (expense) / benefit Total comprehensive income / (loss) Summary of movements in Closed Group’s retained earnings Retained earnings at beginning of year Transfer reserve balance Dividend paid Net profit Retained earnings at end of year 2021 $'000 2020 $'000 6,213 (5,186) 1,027 (12,841) 2,824 (10,017) 2021 $'000 2020 $'000 88,458 285 (6,164) 1,027 83,606 98,295 180 - (10,017) 88,458 30 June 2021 Cash Converters International Limited 92 Notes to the financial statements Statement of financial position Current assets Cash and cash equivalents Trade and other receivables Loan receivables Inventories Prepayments Current tax receivable Total current assets Non-current assets Trade and other receivables Loan receivables Plant and equipment Right-of-use assets Deferred tax assets Goodwill Other intangible assets Investments in associates Other financial assets Total non-current assets Total assets Current liabilities Trade and other payables Lease liabilities Current tax payable Borrowings Provisions Total current liabilities Non-current liabilities Lease liabilities Borrowings Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity 2021 $'000 66,871 1,768 120,586 23,748 1,288 - 214,261 4,168 29,700 5,551 59,171 12,231 109,305 18,590 7,168 30,250 276,134 2020 $'000 102,897 735 97,149 14,900 1,259 1,424 218,364 14,589 38,057 4,535 50,139 15,423 106,967 20,299 6,636 30,250 286,895 490,395 505,259 11,128 6,667 550 51,318 9,182 78,845 57,396 18,035 735 20,051 6,092 - 60,618 7,329 94,090 45,783 27,174 798 76,166 73,755 155,011 167,845 335,384 337,414 251,213 565 83,606 335,384 248,714 242 88,458 337,414 30 June 2021 Cash Converters International Limited 93 Notes to the financial statements 15.c) Interests in associates Balance at beginning of year Net profit for year Provision for impairment of investment Return on investment received Foreign exchange adjustment in value of investment Balance at end of year 2021 $'000 2020 $'000 6,636 1,707 - (1,124) (51) 7,168 6,452 3,338 (2,300) (659) (195) 6,636 Associates are those entities over which the Company has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but not control or joint control over those policies. The financial statements include the Company’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. If the Company’s share of losses exceeds its interest in an associate, their carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent the Company has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. During the year, the Company held an investment in the Cash Converters Holdings Limited Partnership, the master franchisor in New Zealand. The Company holds a 25% equity interest (ownership and voting interest) in all aspects of the New Zealand enterprise, including corporate stores, franchise contracts and financial services. The provision for impairment of the investment in the prior year arose because of changes to consumer credit laws during FY 2020. While no change was assessed to be required in the current year, to the extent that the recoverable amount of the investment subsequently increases any reversal of the impairment loss is recognised in accordance with AASB 136 Impairment of Assets. Summarised financial information Summarised financial information in respect of the Group’s interest in Cash Converters Holdings Limited Partnership is set out below. The summarised financial information below represents amounts before intragroup eliminations. Current assets Non-current assets Current liabilities Non-current liabilities Net assets 2021 $'000 2020 $'000 8,471 4,207 (493) (2,717) 9,468 7,943 4,266 (425) (2,848) 8,936 30 June 2021 Cash Converters International Limited 94 Notes to the financial statements 16. Contingent liabilities In the course of its normal business the Group occasionally receives claims and writs for damages and other matters arising from its operations. Where, in the opinion of the directors it is deemed appropriate, a specific provision is made, otherwise the directors deem such matters are either without merit or of such kind or involve such amounts that would not have a material adverse effect on the operating results or financial position of the economic entity if disposed of unfavourably. The Company has previously disclosed that on 7 August 2020, AUSTRAC issued a Notice on Cash Converters Pty Ltd, a wholly owned subsidiary of the Group. Issued under subsection 167(2) of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), the Notice required information and documents be given and produced on or before 2 October 2020. The relevant period to which the Notice applies is 14 February 2014 to 14 February 2020. The Company has continued to co-operate fully with AUSTRAC and complied by responding to the requirements outlined in the Notice on or before the requested due date, as well as addressing in a timely manner all follow up information requests. Additionally, the Group has significantly strengthened its Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) Program with ongoing constructive engagement with the regulator. An Independent Review has been completed by a leading AML/CTF compliance expert. The review was completed to ensure that the AML/CTF Program is aligned to the money laundering/terrorism funding risks faced, is compliant with the AML/CTF Rules, and is being followed. Where opportunities have been identified where Cash Converters could enhance the AML/CTF Program to more appropriately document and reflect the systems and controls it has designed and implemented, these were considered, and the required changes have been actioned and completed. The close out of the Independent Review has included keeping the regulator informed. At the date of this report the outcome is unknown as AUSTRAC have not completed their investigation and therefore it is not possible to determine the extent of any potential financial impact to the Group. Consequently, no amounts have been recognised or provided for as contingent liabilities at the date of this report. The directors are not aware of any other material contingent liabilities in existence as at 30 June 2021 requiring disclosure in the financial statements. 30 June 2021 Cash Converters International Limited 95 Notes to the financial statements 17. Commitments Capital expenditure As at 30 June 2021, capital expenditure commitments were Nil (2020: Nil). Other contractual commitments Within one year One to five years 2021 $'000 1,641 3,170 4,811 2020 $'000 295 1,098 1,393 18. Events occurring after the reporting period In a COVID-19 context, the Group has noted the recent further waves of infections and ease of transmission of the Delta variant since mid-June 2021, which has led to quick and extended lockdowns and the reinstatement of certain government support measures to protect the economy and jobs. The recent outbreaks have impacted significant aspects of everyday lives and the flow on effects to the economy and related business effects remain highly uncertain. State governments have ordered lockdowns which have resulted in disruptions, in particular to in-store trade including the following: • Greater Sydney closures from 27th June and the rest of NSW impacted by closures from 6th August to the date of this report • Victoria store closures during 16th July to 27th July and from 6th August to the date of this report South Australia store closures from 20th July to 27th July (except Geelong which was not closed from 10th August to 21st August) • ACT store trade impacted from 13th August until the date of this report • • Greater Brisbane closures from 30th June to 1st July and a further period from 1st August to 8th August • • Cairns store closures from 9th August to 11th August Perth store closures from 29th June to 2nd July There were no other significant events occurring after the balance date which may affect either the Group’s operations or results of those operations or the Group’s state of affairs. 30 June 2021 Cash Converters International Limited 96 Notes to the financial statements 19. Related party transactions 19.a) Subsidiaries The immediate parent and ultimate controlling party of the Group is Cash Converters International Limited. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. 19.b) Key management personnel compensation Details of directors and other members of KMP of Cash Converters International Limited during the year are: • Mr Stuart Grimshaw (Chairman and non-executive director to 28 August 2020) • Mr Jason Kulas (Chairman and non-executive director, appointed 28 August 2020) • Mr Kevin Dundo (Non-executive director to 23 November 2020) • Ms Julie Elliott (Non-executive director) • Mr Robert Hines (Non-executive director) • Mr Lachlan Given (Non-executive director) • Mr Sam Budiselik (Chief Executive Officer; Managing director, appointed 18 December 2020) • Mr Peter Cumins (Executive Deputy Chairman) • Mr Leslie Crockett (Chief Financial Officer) • Mr Brad Edwards (General Counsel and Company Secretary) • Mr Peter Egan (Chief Risk Officer to 23 October 2020) • Ms Lisa Stedman (Chief Operating Officer, appointed 7 September 2020) • Mr James Miles (Chief Technology Officer, designated from 1 July 2020) The aggregate compensation of the KMP of the Group is set out below: Short-term employee benefits Post-employment benefits Other long-term benefits Share-based payments Termination benefits 2021 $ 4,134,388 171,558 25,345 656,482 270,513 5,258,286 2020 $ 4,295,040 112,947 (24,019) (194,373) 302,500 4,492,095 19.c) Transactions with other related parties During the year an amount of $120,000 (2020: $120,000) was paid for consulting services to an entity controlled by Mr P Cohen, the beneficial owner of EZCORP Inc, the Company’s largest shareholder. During the year, consistent with the terms of his employment contract, the Governance, Remuneration and Nomination Committee and Board approved a restructure of the fixed remuneration package of the Executive Deputy Chairman. The base salary per annum was increased from $371,597 to $441,426 and the Company was released from the contractual requirement to provide usage of a fully maintained company car. 30 June 2021 Cash Converters International Limited 97 Notes to the financial statements Under the terms of the employment contract, the Governance, Remuneration and Nomination Committee approved the outright sale of the motor vehicle that had previously been provided, to the Executive Deputy Chairman. The sale was conducted at arms-length market value and settled in full on the date of transfer of ownership. Other than share-based payments (as disclosed in note 20) and shareholdings of Key Management Personnel (KMP) (as disclosed in the remuneration report), the parent, its subsidiaries, associates and KMP made no other related party transactions during the reporting period. 20. Share-based payments 20.a) Employee rights plan The Cash Converters rights plan, which was approved by shareholders on 18 November 2015, allows the directors of the Company to issue performance rights which will vest into ordinary shares in the Company upon the achievement of certain vesting conditions. Each right entitles the holder to subscribe for one fully paid ordinary share in the Company at the exercise price of nil. During the reporting period, a total of 13,224,956 performance rights were granted in Tranches 29 and 30 to senior executives of the Company. The following arrangements were in existence during the current reporting period: Tranche Grant date Grant date fair value Exercise price Expiry date Number 23 24 27 28 29 30 19 Dec 2018 19 Dec 2018 9 June 2020 9 June 2020 29 Sep 2020 29 Sep 2020 $ 0.146 $ 0.240 $ 0.171 $ 0.195 $ 0.096 $ 0.150 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 30 Jun 2021 1,954,529 30 Jun 2021 1,954,529 30 Jun 2022 5,100,544 30 Jun 2022 5,100,544 30 Jun 2023 6,612,478 30 Jun 2023 6,612,478 30 June 2021 Cash Converters International Limited 98 Notes to the financial statements 20.b) Fair value of performance rights granted during the year The weighted average fair value of the performance rights granted during the financial year is $0.12 (2020: $0.18). Where relevant, the expected life used in the model is based on the earliest vesting date possible for each tranche, based on the vesting conditions. Grant date Option pricing model Grant date share price Exercise price Expected volatility Option life Dividend yield Risk-free interest rate Tranche 29 Tranche 30 29 Sep 2020 Monte Carlo $0.15 $0.00 0.5 2.75 years 0.00% 0.17% 29 Sep 2020 Binomial $0.15 $0.00 0.5 2.75 years 0.00% 0.17% 20.c) Movement in performance rights during the year The following table illustrates the number of, and movements in, performance rights during the year. The performance rights were issued at no charge, and the weighted average exercise price is nil. No rights were exercisable at the end of the current year. Outstanding at beginning of year Granted during year Forfeited / lapsed during year Exercised during year To be cash settled at vesting Outstanding at end of year 2021 Number 2020 Number 14,110,146 13,224,956 (9,353,356) - (2,052,076) 15,929,670 10,973,770 10,201,088 (7,064,712) - - 14,110,146 20.d) Share options exercised during the year No share options were exercised during the years ended 30 June 2021 or 30 June 2020. 30 June 2021 Cash Converters International Limited 99 Notes to the financial statements 20.e) Share options forfeited / lapsed during the year Tranche Year ended 30 June 2021 23 24 27 28 29 30 Year ended 30 June 2020 21 22 23 24 25 26 Grant date Number 19 Dec 2018 19 Dec 2018 9 Jun 2020 9 Jun 2020 29 Sep 2020 29 Sep 2020 14 Feb 2018 14 Feb 2018 19 Dec 2018 19 Dec 2018 26 Mar 2019 26 Mar 2019 1,954,529 1,954,529 1,160,266 1,160,266 1,561,883 1,561,883 9,353,356 999,380 999,380 689,343 689,343 1,843,633 1,843,633 7,064,712 20.f) Share options outstanding at year end The total number of options outstanding at 30 June 2021 was 15,929,670 (2020: 14,110,146). The equivalent of 2,052,076 options will be cash settled at their vesting dates if they are determined under the Equity Plan Rules to vest. A provision has been recognised for these at 30 June 2021. Tranche 27 28 29 30 Grant date Grant date fair value Exercise price Expiry date Number 9 June 2020 9 June 2020 29 Sep 2020 29 Sep 2020 $ 0.171 $ 0.195 $ 0.096 $ 0.150 $0.00 $0.00 $0.00 $0.00 30 Jun 2022 3,256,282 30 Jun 2022 3,256,282 30 Jun 2023 4,708,553 30 Jun 2023 4,708,553 15,929,670 The weighted average remaining contractual life for the options outstanding at 30 June 2021 was 1.6 years (2020: 1.7 years). 30 June 2021 Cash Converters International Limited 100 Notes to the financial statements 21. Remuneration of auditors The auditor of Cash Converters International Limited is Deloitte Touche Tohmatsu. Auditor of the parent entity Audit / review of the financial report Other non-audit services Related practice of the parent entity auditor Audit Taxation services 2021 2020 721,899 539,530 54,092 - 775,991 50,160 18,310 608,000 22. Earnings per share 22.a) Reconciliations of earnings used in calculating earnings per share Basic and diluted earnings per share Profit / (loss) attributable to shareholders of the Company used in calculating earnings per share 22.b) Weighted average number of shares used as the denominator Weighted average number of shares - basic Dilutive effect of performance rights Weighted average number of shares - diluted 2021 $'000 2020 $'000 16,199 (10,491) 2021 Number 2020 Number 618,781,081 15,929,670 634,710,751 616,437,946 8,970,232 625,408,178 30 June 2021 Cash Converters International Limited 101 Notes to the financial statements 23. Assets pledged as security See note 7.d for cash and cash equivalents designated as restricted cash to operate the securitisation facility and for cash on deposit as security for banking facilities. See note 7.f for the borrowing facility secured against eligible receivables. 24. Parent entity financial information The financial information of the parent entity, Cash Converters International Limited has been prepared on the same basis as the consolidated financial report. Statement of financial position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity Comprehensive income Profit / (Loss) for the year Other comprehensive income Total comprehensive loss 2021 $'000 2020 $'000 14 320,076 320,090 1,476 251,986 253,462 653 - 653 41 - 41 319,437 253,421 251,213 716 67,508 319,437 248,714 337 4,370 253,421 2021 $'000 69,302 - 69,302 2020 $'000 (492) - (492) During the year, the subsidiaries declared dividends to the parent entity. Guarantees entered into by the parent entity in relation to the debts of its subsidiaries Cross guarantees have been provided by the parent entity and its controlled entities as listed in note 15.b. Cash Converters International Limited has provided a cross guarantee to HSBC for a BACS facility provided to CCUK. 30 June 2021 Cash Converters International Limited 102 Notes to the financial statements 25. Summary of significant accounting policies This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the group consisting of Cash Converters International Limited and its subsidiaries. 25.a) Principles of consolidation and equity accounting The consolidated financial statements comprise the financial statements of Cash Converters International Limited and entities controlled by the Company and its subsidiaries (the Group, as outlined in note 15). Control is achieved when the Company: • has power over the investee; • • has the ability to use its power to affect its returns. is exposed, or has rights, to variable returns from its involvement with the investee; and The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. 25.b) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Segment reporting is at note 2. 30 June 2021 Cash Converters International Limited 103 Notes to the financial statements 25.c) Foreign currency translation Both the functional and presentation currency of Cash Converters International Limited and its Australian subsidiaries is Australian dollars ($). The functional and presentation currency of the non-Australian Group companies is the national currency of the country of operation. As at the reporting date, the assets and liabilities of foreign subsidiaries are translated into Australian dollars at the rate of exchange ruling at the reporting date and the statements of comprehensive income are translated at the average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity, the foreign currency translation reserve. Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Foreign currency differences arising on translation are recognised in the income statement. 25.d) Revenue recognition Accounting policy is at note 3. 25.e) Income tax Income tax is accounted for using the balance sheet method. Accounting income is not always the same as taxable income, creating timing differences. These differences usually reverse over time. Until they reverse, a deferred tax asset or liability must be recognised in the statement of financial position. Current taxes Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. Current tax assets and liabilities are measured at the amount expected to be recovered from, or paid to, taxation authorities. All are calculated at the tax rates and tax laws enacted or substantively enacted by the balance sheet date. Deferred taxes Deferred income tax liabilities are recognised for all taxable temporary differences. Deferred income tax assets are recognised for all deductible temporary differences, carried forward unused tax assets and unused tax losses, to the extent it is probable that taxable profit will be available to utilise them. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) that affect neither taxable income nor accounting profit. A deferred tax liability is not recognised in relation to the temporary differences arising from the initial recognition of goodwill. The carrying amount of deferred income tax assets is reviewed at balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to utilise them. 30 June 2021 Cash Converters International Limited 104 Notes to the financial statements Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised, or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Current and deferred tax for the period Current and deferred tax is recognised as an expense or income in the statement of comprehensive income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess. 25.f) Leases The Group assesses whether a contract is or contains a lease, at inception of the contract. A contract is, or contains a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: • The contract involves the right of use of an identified asset – this may be specified explicitly and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; • The Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use; and • The Group has the right to direct the use of the asset. At inception or reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component based on their relative stand-alone prices. Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease i.e. the date the underlying asset is available for use. Right-of-use assets are subsequently measured at cost, less any accumulated depreciation and impairment losses and adjusted for any remeasurement of lease liabilities. The cost of the right-of-use asset comprises the initial lease liability amount, initial direct costs incurred when entering into the lease less lease incentives received and an estimate of the costs to be incurred in dismantling and removing the underlying asset and restoring the site on which it is located to the condition required by the terms and conditions of the lease. Unless the Group is reasonably certain of obtaining ownership of the leased asset at the end of the lease term, the recognised right-of-use asset is depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. An impairment review is undertaken for any right-of-use asset that shows indicators of impairment and an impairment loss is recognised against any right-of-use asset that is impaired. 30 June 2021 Cash Converters International Limited 105 Notes to the financial statements Lease liabilities The lease liability is initially measured at the present value of the fixed and variable lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: • the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which case the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); and • • a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. The Group adjusted the lease liability due to changes in lease payments and lease terms during the year ended 30 June 2021. Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases i.e. those leases that have a lease term of 12 months or less. It also applies the lease of low-value assets recognition exemption to leases that are considered of low value (less than $7,500). Payments associated with short-term leases (buildings, equipment and vehicles) and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Low-value assets comprise IT equipment and small items of office furniture. Incremental borrowing rate To determine the incremental borrowing rate, the Group: • where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received; and • uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third-party financing, and adjustments specific to the lease (e.g. term, country, currency and security). 30 June 2021 Cash Converters International Limited 106 Notes to the financial statements Extension and termination options Extension and termination options are included in several property leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. Most of the extension and termination options held are exercisable only by the Group and not by the respective lessor. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Most extension options in head office leases have been included in the lease liability. The lease term is reassessed if an option is exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee. 25.g) Business combinations Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the consolidated entity in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 Business Combinations are recognised at their fair value at the acquisition date, except that: • deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively; liabilities or equity instruments related to the replacement by the consolidated entity of an acquiree’s share- based payment awards are measured in accordance with AASB 2 Share-based Payment; and • • assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the consolidated entity reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. The measurement period is the period from the date of acquisition to the date the consolidated entity obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year. 30 June 2021 Cash Converters International Limited 107 Notes to the financial statements 25.h) Impairment of assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. 25.i) Prepayments Prepayments for goods and services which are to be provided in future years are recognised as prepayments and amortised over the period in which the economic benefits are received. 25.j) 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. 25.k) Trade receivables Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as trade and other receivables and are measured at amortised costs using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial. The group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance 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. 25.l) Inventories Inventories are valued at the lower of cost and net realisable value. Costs, including purchase costs are assigned to individual inventory items on hand. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale. 30 June 2021 Cash Converters International Limited 108 Notes to the financial statements 25.m) Property, plant and equipment Plant and equipment and leasehold improvements are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition. Depreciation is provided on plant and equipment. Depreciation is calculated on a straight-line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. The following estimated useful lives are used in the calculation of depreciation: Leasehold improvements Plant and equipment Fixtures and fittings Computer equipment 25.n) Intangible assets 8 years 5 years 8 years 3 years Reacquired rights and customer relationships acquired through business combinations are recognised at fair value at acquisition date less accumulated amortisation and impairment. Trade names relating to repurchased sub-master licenses both overseas and in Australia are recognised at cost less accumulated amortisation. Software development expenditure is recognised as an asset when it is possible that future economic benefits attributable to the asset will flow. Software assets are recognised at cost less accumulated amortisation. Intangible assets are amortised as follows: Asset Reacquired rights Customer relationships Trade names Software Amortisation period The remaining life of each franchise agreement as at the acquisition date Useful life of 5 years based on historic average customer relationships Indefinite life intangible Useful life of 5 years based on historic experience Key estimate – useful lives of other intangible assets The Company reviews the estimated useful lives of other intangible assets at the end of each annual reporting period. The estimation of the remaining useful lives of other intangible assets requires the entity to make significant estimates based on both past performance and expectations of future performance. 25.o) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the 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. 30 June 2021 Cash Converters International Limited 109 Notes to the financial statements 25.p) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. 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. 25.q) Borrowing costs 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. 25.r) Provisions Provisions are recognised when the Group has a present obligation, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, the carrying amount is the present value of those cash flows When some or all the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received, and the amount of the receivable can be measured reliably. A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave and personal leave when it is probable that settlement will be required, and they are capable of being measured reliably. Liabilities recognised in respect of short-term employee benefits are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of long-term employee benefits are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. 30 June 2021 Cash Converters International Limited 110 Notes to the financial statements 25.s) Employee benefits Short-term obligations Liabilities for wages and salaries, including non-monetary benefits and annual 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. Other long-term employee benefit obligations Liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are 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 appropriate market yields at the end of the reporting with terms 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 12 months after the reporting period, regardless of when the actual settlement is expected to occur. 25.t) Share-based payments The Group provides benefits to executives of the Group in the form of share-based payment transactions, whereby KMP render services in exchange for options (equity-based transactions). These performance rights are indeterminate rights and confer the right (following valid exercise) to the value of an ordinary Share in the Company at the time, either settled in Shares that may be issued or acquired on-market, or settled in the form of cash, at the discretion of the Board (a feature intended to ensure appropriate outcomes in the case of terminations). The current plan to provide these benefits is the Executive Performance Rights Plan. The cost of the equity- settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using an appropriate valuation methodology. The cost of equity-based transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees become fully entitled to the award (vesting date). At each subsequent reporting date until vesting, the cumulative charge to the profit or loss is the product of: • The grant date fair value of the award; • The current best estimate of the number of the awards that will vest, taking into account such factors as the likelihood of non-market performance conditions being met; and • The expired portion of the vesting period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where vesting is conditional upon a market condition and awards do not ultimately vest, amounts previously charged to the share-based payment reserve are reversed directly to retained earnings, and not to profit and loss. 30 June 2021 Cash Converters International Limited 111 Notes to the financial statements Where the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification. For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year. The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of dilutive earnings per share. 25.u) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 25.v) Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. 25.w) Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing: • the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares • by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares. Diluted earnings per share Diluted earnings 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. • 30 June 2021 Cash Converters International Limited 112 Notes to the financial statements 25.x) Rounding of amounts The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated. 25.y) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. 25.z) Software-as-a-Service (SaaS) arrangements SaaS arrangements are service contracts providing the Company with the right to access the cloud provider’s application software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider's application software, are recognised as operating expenses when the services are received. Some of these costs incurred are for the development of software code that enhances or modifies, or creates additional capability to, existing on-premise systems and meets the definition of and recognition criteria for an intangible asset. These costs are recognised as intangible software assets and amortised over the useful life of the software on a straight-line basis. The useful lives of these assets are reviewed at least at the end of each financial year, and any change accounted for prospectively as a change in accounting estimate. 30 June 2021 Cash Converters International Limited 113 Directors’ declaration Directors’ declaration The directors declare that: a) in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 1 to the financial statements; in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Group; and the directors have been given the declarations required by s295A of the Corporations Act 2001. b) c) d) At the date of this declaration the Company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee. In the directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order applies, as detailed in note 15.a to the financial statements will, as a group, be able to meet any obligations or liabilities to which they are or may become subject, by virtue of the deed of cross guarantee. Signed in accordance with a resolution of the directors made pursuant to s295(5) of the Corporations Act 2001. On behalf of the directors Jason A Kulas Chairman Perth, Western Australia 29 August 2021 30 June 2021 Cash Converters International Limited 114 Deloitte Touche Tohmatsu A.B.N. 74 490 121 060 Deloitte Touche Tohmatsu Tower 2, Brookfield Place, 123 St Georges Tce, Perth WA 6000, Australia Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au Independent Auditor’s Report to the members of Cash Converters International Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Cash Converters International Limited (the “Company”) and its subsidiaries (the “Group”), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year then ended; and complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 115 Key audit matter How the scope of our audit responded to the Key Audit Matter Allowance for expected credit loss – loan receivables As disclosed in Note 7.b, the carrying value of loan receivables as at 30 June 2021 was $150.3 million, net of allowance for expected credit loss of $27.8 million. The assessment of the recoverable value of loans requires significant judgements in determining the approach for estimating expected credit losses. Management uses an expected credit loss model taking into account the historical losses observed, current conditions of the loan receivables and forecast future economic conditions. Significant judgement has been applied to assess the likely future economic conditions using an assessment of: • • pre-COVID historical loss data compared to last twelve months historical loss data; current hardship arrangements and repayment experience; and • macroeconomic model overlay incorporating publicly available forecasts for unemployment rates. Carrying value of non-current assets As disclosed in Notes 8.d and 8.e, the carrying value of goodwill and other intangible assets as at 30 June 2021 is $109.3 million and $19.6 million respectively. Management undertakes impairment testing to assess the recoverability of goodwill and intangible assets annually. We focussed on the impairment assessment for the goodwill of $109.3 million and the intangible assets of $10.3 million in personal finance and store operations as indicators of impairment existed. The assessment of the recoverable value requires significant judgement in respect of assumptions and estimates in preparing a value in use model (‘VIU’) such as: • • • • discount rates; forecast retail growth rates; forecast loan volumes; and forecast bad debt levels. Our procedures included, but were not limited to: • evaluating the key controls management have in place in relation to loan originations, collections, arrears management and the estimation of the expected credit losses; challenging the assumptions and methodology used to determine the timing of recognition of loss events and significant increase in credit risk, probability of default, loss given default; challenging whether the recent recovery history, which had been impacted by government stimulus packages for COVID, has been appropriately considered in setting the assumptions; testing, on a sample basis, the accuracy and completeness of the historical data utilised in the model; in conjunction with our credit modelling specialists, developing an expected range of the allowance for impairment losses; assessing the current hardship arrangements for amounts repaid on a sample basis; and assessing the appropriateness of the disclosures in Note 7.b. Our procedures included, but were not limited to: • obtaining an understanding of the key control's management has in place in relation its impairment assessment of goodwill and other intangible assets comparing the forecasts used in the impairment assessment to the Board approved business plan; assessing historical forecasting accuracy by comparing actual result to forecast; in conjunction with our valuation experts, we challenged the key assumptions and methodologies used, in particular: • • • • the discount rate against that of comparable companies; forecast loan volumes for personal loans against recent actual levels and related trending; forecast bad debt levels for personal loans; and forecast retail and pawn broking revenue; evaluating the probability weighted scenarios applied by the company for the impacts of the potential legislation changes on future personal loan volumes; sample testing management’s models for mathematical accuracy; and assessing the appropriateness of the disclosures in Note 8.d. 116 • • • • • • • • • • • • Other Information The directors are responsible for the other information. The other information comprises the information included in the annual financial report for the year ended 30 June 2021, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • • • • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. 117 • • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 22 to 40 of the Directors’ Report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Cash Converters International Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. DELOITTE TOUCHE TOHMATSU Leanne Karamfiles Partner Chartered Accountants Perth, 29 August 2021 118 Shareholder information Shareholder information As at 11 August 2021 Distribution of holders of equity securities 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Voting rights Holders Number Fully paid ordinary shares Number 657 1,137 639 1,250 325 4,008 270,845 3,233,832 4,977,184 44,423,513 574,639,641 627,545,015 Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. Less than marketable parcel of shares There were 986 holders of less than a marketable parcel of ordinary shares. Substantial shareholders Ordinary shareholder 1. EZCORP Inc 2. Perpetual Limited 3. Fidelity Management & Research Company LLC 4. Carol Australia Holdings Pty Ltd 5. First Sentier Investors Holdings Pty Limited 6. Ryder Capital Limited 7. Commonwealth Bank of Australia Number of shares % of issued shares 225,077,991 44,640,346 43,023,094 41,397,986 38,464,142 35,750,000 33,175,692 35.87% 7.24% 6.98% 6.72% 6.24% 5.70% 5.38% 30 June 2021 Cash Converters International Limited 119 Shareholder information Twenty largest equity security holders Ordinary shareholder 1. EZCORP Inc 2. HSBC Custody Nominees (Australia) Limited 3. Citicorp Nominees Pty Limited 4. J P Morgan Nominees Australia Pty Limited 5. Riolane Holdings Pty Ltd 6. Mrs Lilian Jeanette Warmbrand 7. Mr Frederick Benjamin Warmbrand 8. Croxted Group P/L 9. Rayment Family Investments P/L 10. Mr Kamil Umit Yesilyurt 11. Vadina Pty Limited 12. Cash Converters Franchisees Association Inc 13. Consvest Pty Ltd 14. Acres Holdings Pty Ltd 15. Hopes & Wishes Pty Ltd 16. BNP Paribas Nominees Pty Ltd Six Sis Ltd 17. BNP Paribas Noms Pty Ltd 18. Kamala Holdings Pty Ltd 19. Mr Peter Cumins 20. Fiske PLC 20. Mr David Clement Hobby Number of shares 223,702,991 92,984,774 50,418,298 39,581,713 6,075,226 6,017,542 3,088,697 2,950,423 2,907,931 2,816,734 2,718,750 2,710,375 2,600,000 2,500,000 2,450,000 2,342,113 2,175,509 2,154,896 2,100,468 2,000,000 2,000,000 456,296,440 % of issued shares 35.65% 14.82% 8.03% 6.31% 0.97% 0.96% 0.49% 0.47% 0.46% 0.45% 0.43% 0.43% 0.41% 0.40% 0.39% 0.37% 0.35% 0.34% 0.33% 0.32% 0.32% 72.71% 30 June 2021 Cash Converters International Limited 120