Clean Harbors
Annual Report 2020

Plain-text annual report

Collection House Limited ABN 74 010 230 716 Annual Report 2020 HEAD OFFICE: Level 12, 100 Skyring Terrace, Newstead QLD 4006 T: +61 7 3292 1000 | F: +61 7 3832 0222 Collection House acknowledges the Aboriginal and Torres Strait Islander peoples of this nation. We acknowledge the traditional custodians of the lands on which our company is located and where we conduct our business and pay our respects to their Elders and ancestors past, present and emerging. Collection House Limited (ASX: CLH) is Australia’s leading end-to- end receivables management company. We provide solutions to organisations and individuals that span the entire credit management lifecycle and beyond. With 786 staff in offices across Brisbane, Sydney, Victoria and New Zealand, and 135 in the Philippines, the Collection House Group offers stakeholders a range of professional, ethical and effective products and services. We enjoy strong business relationships with major Australian and international banks, financial institutions, large corporations, local Councils, public utilities, SMEs and Government agencies. Our ongoing success is a result of the breadth of our service offering, our deeply ingrained approach to ethical debt recovery, and our commitment to technology to continually evolve our service and capabilities. Contents 2 Chairman’s Report 4 Chief Executive Officer’s Report 8 Board of Directors 10 Executive Leadership Team 12 Corporate Governance 13 Directors’ Report 36 Auditor’s Independence Declaration 37 Income Statement 38 Statement of Comprehensive Income 39 Balance Sheet 40 Statement of Changes in Equity 41 Statement of Cash Flows 42 Notes to the Financial Statements 90 Directors’ Declaration 91 Independent Auditor’s Report 95 Shareholder Information 97 Corporate Directory Notice of Annual General Meeting The AGM of Collection House Limited will be held on 22 January 2021. Further information can be found on our website at www.collectionhouse.com.au/annualgeneralmeeting 1 Collection House Limited Annual Report 2020 Chairman’s Report “ Our new approach is positioning the Company well for the remainder of the pandemic and beyond, as the needs and expectations of consumers continue to evolve.” Leigh Berkley Chairman My fellow shareholders, This has been a year of unprecedented challenges for Collection House, its customers, clients, staff and for many of our shareholders and the wider community. Your Board, Management Team and all our colleagues have worked tirelessly to help our customers and clients through the impact of bushfires and the COVID-19 pandemic. In addition , undertaking an organisation-wide process to change the ways we work, and securing a recapitalisation transaction, as announced this month, will support the Company’s revised strategy going forward. Management and their teams across Australia, New Zealand and the Philippines have proven remarkably resilient and innovative in adapting to these challenges, under the experienced leadership of our new Chief Executive Officer, Doug McAlpine. Collection House was one of the very first organisations to institute full working from home for all our people, with seamless processes and systems for our customers. The Company also listened to feedback from its clients, customers and wider stakeholder groups, and made important changes to its collection strategies, focused primarily on delivering fair customer outcomes. The Company’s economic performance for the period was affected by the wider economic effects of the bushfires in late 2019, and then particularly by the COVID-19 pandemic from March 2020, during which many of our banking and other clients rightly suspended their debt sale activity. But at the same time, the Company needed to refinance its senior lenders, and continue to enhance the way we interact with customers, particularly our policies and procedures for legal action and bankruptcy. These factors led to a significant change programme across the entire business, with material write downs to our purchased debt ledger portfolios (PDLs), resulting in a restructured cost base for a more sustainable business going forward. Sadly, our capital position together with the Standstill Agreement with our senior lenders also precluded the payment of dividends. We are painfully aware of the effect of this suspension of dividends combined with the suspension of trading in the Company’s shares for a protracted period this year. However, operational performance and customer payment arrangements have held up well even during the pandemic, and we have initiated numerous ways of helping those customers who have been affected by the pandemic or the bush fires, including payment moratoriums, suspending the initiation of litigation, and not a single bankruptcy proceeding has been filed over the last 12 months. More importantly, our culture and how we treat our customers has now been completely reviewed and updated, so that we always go through the individual circumstances of every customer before coming to an affordable arrangement. We are now assisting a number of larger clients with hardship and resource shortfalls, which has helped to mitigate the fall in new PDL transactions coming to market. Recapitalisation The purpose of the recapitalisation process was to allow the Company to refinance its existing senior debt facilities. Finalisation of the recapitalisation process was therefore critical for the Company’s stability. The sale of the Company’s existing PDL portfolios as recently announced, was an important milestone to give the Company certainty as to its ongoing capital position. During an extensive recapitalisation process involving more than 80 potential bidders worldwide, the Board assessed a wide range of options with Management and our advisors. We remain confident that the recent transaction delivered the best available outcome for our shareholders, staff, colleagues, clients and customers alike. As a Board, we have been acutely aware throughout the recapitalisation process of the frustration felt by shareholders as a result of the suspension of the Company’s shares, and we have fought hard to complete the refinancing as quickly as possible, while seeking to maintain shareholder value. The difficulties of completing on-site due diligence with 2 Collection House Limited Annual Report 2020 international counterparties during the pandemic created significant hurdles to completing a deal. The successful transaction was a very welcome development, creating the fairest viable outcomes for our former customers, our ongoing clients and our shareholders. The Company’s existing senior lenders remain supportive, and will provide a revised debt facility to the Company going forward. We also intend to secure an ongoing debt purchasing partnership in the near future, so we can recommence our PDL purchasing activities when the debt sale market returns fully in Australia and New Zealand. I would like to thank all those involved in the refinancing for their hard work and dedication at a difficult time. The Board, Doug and the Executive Leadership Team have worked exceptionally well with our advisors, Flagstaff, to achieve the best possible deal. Our senior lenders have remained supportive throughout, and all parties have shared our desire to complete a mutually beneficial transaction, and have worked constructively with us to resolve any issues arising during the negotiations. Customer Centric Approach Under new leadership, the Company has undertaken a Strategic Review to position itself for a successful future, built on a foundation of delivering fair and affordable outcomes, tailored to the individual circumstances of each customer. In implementing our Strategic Review, we have responded to the guidance that has emerged from the Financial Services Royal Commission, and listened to constructive feedback from colleagues, clients, customers and other stakeholders. I was privileged to work closely with Management while the Review took place, and saw firsthand the commitment, enthusiasm and sound ideas created. The key impact of our Strategic Review is a more measured collections process, focused on delivering the right outcomes for all our customers, through a deeper understanding of their individual circumstances. This is being achieved through the upskilling of our people, the use of technology to improve the customer experience, and lower reliance on litigation. Our new approach is positioning the Company well for the remainder of the pandemic and beyond, as the needs and expectations of consumers continue to evolve. Performance & Dividend Along with the Board and Management, I sincerely regret that CLH shares remained in suspension for most of 2020, and that we were unable to pay a dividend for FY2020. We have kept the situation under constant review as you would expect, but believe these steps were necessary in order to position the Company favourably to complete the refinancing process, and to protect the negotiations taking place. The business reported a loss of $145.1 million after raising provisions against the carrying value of the Company’s PDL assets of $238.9 million. The underlying operating results before impairment and non-recurring costs associated with restructuring activities is $16.2 million. The result is significantly lower than the previous corresponding period and was adversely impacted by the above impairment adjustment to the PDL assets linked to the subsequent PDL asset sale value announced, the change in PDL collections strategy referred to earlier, as well as the wider economic effects of the bushfires and COVID-19 which influenced service fee income and cash collections from the Company’s PDL assets. New debt purchasing opportunities were also impacted during the twelve months due to the refinancing process as well as a more conservative approach to debt sales applied by banks and other clients during the COVID-19 period. The Board During the year, the Board welcomed the appointment of Doug McAlpine as the Company’s new Chief Executive Officer, replacing Anthony Rivas, former Chief Executive Officer and Managing Director. Mr McAlpine has already made a strong contribution to the business, playing a key role in the recapitalisation, providing better outcomes for our people, customers, clients and other stakeholders, as we continue to react to these unprecedented times for our sector and for the economy as a whole. To assist with the recapitalisation and the other challenges faced by the Company this year, the Board has met at least weekly with Doug and Management to make decisions on the refinancing, receive updates, and to offer additional guidance and support to achieve the best possible outcomes. A Board evaluation review was undertaken since year end, which showed a good level of requisite skills, experience and commitment within the Board. We will continue to ensure the Board is fit for purpose as we face the challenges of future growth and a return to profitability. During the year, Sandra Birkensleigh has played a pivotal role as Chair of the Audit and Risk Management Committee. She has worked closely with Management and the Board to ensure appropriate decisions were made on risk management, compliance and corporate governance. Sandra will stand for re-election by rotation at this year’s AGM, to be held online on 22nd January 2021. I would personally ask all shareholders to support Sandra’s re-election, as she is doing a splendid job in difficult circumstances, as is unanimously acknowledged and supported by the Board and Management. Outlook The year ended 30 June 2020 has been the most challenging in the Company’s history, implementing significant change necessitated by a range of internal and external factors. The whole Company has worked extremely hard to respond appropriately throughout, and the business has proved remarkably resilient during the pandemic. The Company’s people have performed with distinction, managing significant commercial and personal disruption with minimal impact to clients and customer service. Having now concluded the recapitalisation and cost reductions, and with the prospect of growth ahead in Collection Services and a new PDL partnership, I firmly believe the steps we are taking are positioning the Company well to benefit shareholders into the future. We will continue to learn from the past, while remaining proactive and innovative in these unprecedented times for our sector and for the economy as a whole. Leigh Berkley Chairman 3 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Information Chief Executive Officer’s Report “ In all of our customer interactions, our objective is to understand and help them rehabilitate their financial and associated circumstances, setting them on the road to greater financial control.” Doug McAlpine CEO Overview During the financial year ended 30 June 2020 Collection House Limited commenced a process of substantial and radical organisational change, focussed on strengthening the quality of service provided to clients and customers. The Strategic Review which commenced in November 2019, identified that among other things, we needed to demonstrate a greater level of compassion when dealing with customers, particularly in the Company’s purchased debt business. Management and the Board translated specific change objectives into a wider project to reimagine the end-to-end operation of the business from the perspective of greater customer centricity. The challenges of fundamental organisational change have been further complicated by a disrupted environment for customers, clients and employees caused by COVID-19 and the need to simultaneously achieve a refinancing of the Group’s senior debt facility on an accelerated timetable. The Company has learned a number of lessons over the last year, but none more important than the capability and resilience of its people. In a context of significant uncertainty and rapid change, they have continued to service our clients and customers with distinction and holistically embrace the change objectives that we have set for the organisation. Underlying operational execution and service standards have been maintained and in most cases significantly enhanced. Formal and informal feedback from the client and customer base indicates that, together, we are moving the business in the right direction. The refinancing outcome announced in December 2020 brings an end to a difficult chapter in the Company’s history. The comprehensive refinancing process undertaken by the Company, identified that the disposal of a material portion of the Company’s Australian purchased debt ledger assets was the most effective refinancing option. This decision was not taken lightly, and although it came with a substantial short term reduction in shareholder value, the transaction provided the best structural outcome upon which to start rebuilding long term value. Management is confident that the customer centric repositioning of the Company’s operating model will ensure that it remains competitive and relevant in what we expect to be an environment of ongoing change and challenge in the wider financial services sector in the coming years. Evolution of customer credit preferences and redistribution of market share away from traditional credit products presents both challenge and opportunity. Management is confident that it is well advanced in building a platform of long term sustainability and profitability. A transformed capital structure At the time of the 31 December 2019 half-year review, and as an outcome of the Strategic Review, the Company’s decision to adopt a more conservative collection approach in its purchased debt business resulted in a material adjustment to the accounting value of the company’s purchased debt assets. As previously announced, this resulted in the Company being required to urgently implement an appropriate restructuring solution in conjunction with its existing lenders. The Company commenced a comprehensive refinancing process which has continued for the majority of the calendar year 2020. This process saw the Company explore investment partnerships with a large number of domestic and international 4 Collection House Limited Annual Report 2020 counterparties to refinance the existing asset base and commit to fund future growth. Due to uncertainties in global credit markets, caused at least in part by COVID-19, agreeing acceptable commercial terms for this refinancing objective became extremely challenging and significantly elongated the process. Ongoing delays created a variety of undesirable outcomes, including prolonged suspension of trading in the Company’s shares, temporary discontinuation of the Company’s dividend payment and the implementation of other restrictions, which hampered growth during the year. The refinancing outcome achieved subsequent to balance date saw the accounting value of the Company’s purchased debt assets at 30 June 2020 reduced to the value realised from the refinancing transaction. The transaction provides the Company with a stable short term capital structure upon which to grow its core collection services business over the coming years. The Company simultaneously retains the flexibility to pursue growth in the purchased debt space through a new partnering model which will see a significantly lower level of the Company’s balance sheet put at risk moving forward. The Company expects to finalise that new partnering arrangement in the near future. Enhanced focus on the customer Collection House has worked diligently during the year to shift its strategic direction and deliver more customer focused outcomes. Changes to the regulatory and competitive environment and evolving customer expectations have created the need for a more flexible collections model which is more closely aligned with debt originators’ customer experience objectives. We have already made significant changes to systems, policies, processes and procedures around our day to day collection practices, particularly in respect of supporting our customers experiencing vulnerability and hardship. The reliance on legal collections has reduced, with the Company suspending its use of litigation during the pandemic and no bankruptcy proceedings have been initiated in the last 12 months. We have also re-evaluated our recruitment strategy and launched a comprehensive refresh to our training, coaching and development approach. There is more work to be done in the coming year to deliver on our vision of an industry leading, customer centric collections approach, but the foundations for permanently embedding that change are now in place. In all of our customer interactions, our objective is to understand and help them rehabilitate their financial and associated circumstances, setting them on the road to greater financial control. We continue to invest in improving our capability in this important area, and working more closely with the community advocacy sector, which allows us to better respond to each customer’s circumstances and implement best practice in every engagement. Financial Performance The final accounting loss for the year ended 30 June 2020 is $145.1 million after raising provisions against the carrying value of the Company’s PDL assets of $238.9 million. The underlying operating results before impairment and non-recurring costs associated with restructuring activities is $16.2 million. The business generated strong net operating cash flow for the year of $65.3 million but the majority of this cash went to satisfying purchased debt forward flow commitments and the remainder to debt reduction, which has continued post year end. Gross performance from the Company’s PDL assets was down on prior year, consistent with overall industry trends observed during the COVID-19 period. New debt purchasing opportunities were also limited during the twelve months, reflecting a more conservative approach to debt sales applied by banks and other clients during the COVID-19 period, but also a level of conservatism applied by the Company in response to its underlying capital position. Contingent collections revenue and margin contribution was also lower than the previous corresponding period, again impacted by the wider economic effects of COVID-19 which influenced service fee income and cash collections from the Company’s PDL assets. Although the Company’s economic performance for the period was subdued, the Company has executed significant strategic change initiatives across the entire business, which will position the business for sustainable growth moving forward. Post year end and in conjunction with the findings of the Strategic Review, the Company undertook a comprehensive review of its direct and overhead cost structures, resulting in a significant reduction to the Company’s direct and overhead cost structure. However, post the refinancing transaction, the Company’s retained cost base must be carefully managed and matched to the expected growth in revenues. The wider financing arrangements implemented in conjunction with the sale transaction provide the Company with the working capital to comfortably manage costs through that rebuilding phase. International markets COVID-19 impacted our operations in New Zealand and the Philippines, but the Company’s flexible systems and pro-active management approach to the crisis saw resources efficiently re-deployed through remote working arrangements. Pleasingly the New Zealand market has recovered well and we are starting to see an increase in opportunities in the contingent collections space. The integrated business in New Zealand with contingent and purchased debt portfolios are excluded from the sale transaction. The Philippines operation remains strategically important to the Company’s overall service delivery model, and our experienced and capable team continues to service international clients from that location. 5 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Information Chief Executive Officer’s Report continued Ongoing investment in digital strategy and technology platform The Company’s ability to maintain high quality engagement with clients and customers during an unprecedented rolling lock-down justifies the ongoing investment in its information systems. The Company will continue to develop its core systems, which represent a key areas of competitive advantage for us across the whole collections cycle. Importantly, however, we must continue to evolve our systems with a recognition of evolving client and customer expectations and the need to deliver agile, cost effective platforms of engagement. A contemporary omni-channel customer engagement approach remains a core element of our collection strategy, but with a focus on ensuring we are always creating a deeper human connection with our customers. As we look to restart PDL purchasing activities in the new year, we are also strengthening our data analytics approach and capability to provide greater competitive advantage in the contingent collection space. A more data and analytics led approach will allow us to create deeper client and customer engagement across the business, and will also be the foundation for achieving a lower sustainable cost to collect. Enhanced governance and compliance We will continue to maintain a culture built upon strong governance and compliance principles to ensure we are afforded the social license to operate. Direct feedback from clients and customers, and themes identified from the Financial Services Royal Commission, highlight the inter-relationship between a sustainable business model and the objective of ensuring the customer is always treated fairly. We will continue to evolve our governance and compliance systems, policies and procedures to build improved transparency and trust with our customers, clients and third party stakeholders. Outlook Following completion of the refinancing transaction, the Company has largely eliminated the financial risk associated with its historical purchased debt assets, substantially reduced its debt levels, and greatly simplified its business model. This simplification allows the Company to focus on providing the highest standard of collection services to our clients through a values aligned, customer centric collections approach. The reshaped business is well positioned to respond to short term volatility in the credit sector while simultaneously affording it the flexibility to pursue growth strategies in the contingent collection and purchased debt areas where appropriate. 6 Collection House Limited Annual Report 2020 The Company retains its best in class capabilities of people, systems and processes, allowing it to provide end-to-end receivables management services to clients and customers under either contingent collections or purchased debt frameworks. The Company is in advanced discussions with a number of counterparties around the implementation of a long term partnership to allow it to continue to participate in the purchased debt market in Australia and New Zealand. Creation of long term shareholder value The events of the last year, while in part the result of external factors, are largely the outcome of historical management strategies which no longer match the changing credit landscape in the Company’s operating markets. Management recognises that there is a significant amount of work to restore shareholder confidence and shareholder value which has been damaged as a result of the refinancing outcome. It is the Company’s view that there are significant opportunities for a collection services company that is well managed, focussed on the customer and is appropriately capitalised. Management acknowledges that shareholders are justifiably frustrated by the extended period of suspension but highlights that it was operating under a range of confidentiality constraints while it was negotiating the transaction. Management has been working closely with the Board to prepare for the next stage of the Company’s journey, and we are confident of demonstrating the efficacy of a new customer focussed strategy through growth and restoration of shareholder value over coming financial periods. Doug McAlpine Chief Executive Officer 7 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Information Board of Directors Leigh Berkley Independent, Chairman Experience Having qualified as a Chartered Accountant, Mr Berkley has more than 30 years’ experience in the collections and debt purchase industry, is a past President of the Credit Services Association (CSA) in the UK and assisted the Australian Collectors & Debt Buyers Association (ACDBA) develop their Code of Practice. Having been granted Australian residency last year, Leigh stepped down from his role as Director of External Affairs and Development of Arrow Global Group Plc, one of the UK’s largest consumer debt purchasers, in which he engaged with government and regulators, trade bodies and consumer advice organisations. Prior to this, he was the CEO and main shareholder of Tessera Credit Group, a debt purchaser and collection agency, which he led for over 16 years before successfully negotiating a sale of its assets to Arrow Global in December 2014. Leigh was Vice President of the European trade body FENCA where he led the development of a Code of Conduct for GDPR for the Collections industry across Europe, and has been a regular presenter and industry advocate at conferences and trade body forums around the world. Leigh was also the 2019 President of the International Collectors Group and a Trustee of the Fair Life Charity, and is an Ambassador and former Director of the Money Advice Liaison Group in the UK. Mr Berkley was appointed to the Board of Collection House Limited on 1 July 2016. Mr Berkley was appointed Chairman of Collection House Limited on 29 November 2017. Special responsibilities Chair of the PDL Investment Committee Interest in shares 112,866 ordinary shares in CLH Michael Knox Independent, Non-executive Director Experience Mr Knox was an Australian Trade Commissioner serving in Saudi Arabia and Indonesia. He joined Morgans (now Morgans Financial Limited) in Sydney in 1988. He was Chief Institutional Options Dealer until moving to Brisbane in 1990 as Economist and Strategist. He joined the Board of Morgan Stockbroking in 1996. He became Director of Strategy and Chief Economist in 1998. Michael remained on the Board of Morgans until 2012. Michael has served on many Queensland Government advisory committees. He was Chairman of the Queensland Food Industry Strategy Committee in 1992, a Member of the Consultative Committee of the Ipswich Development Board in 1993, a Member of the Queensland Tourism Strategy Committee in 1994 and a Member of the Ministerial Advisory Committee on Economic Development in 1997. From 2003 to 2012, he was Chairman of the Advisory Committee of School of Economics and Finance at the Queensland University of Technology. He has been a Governor of the American Chamber of Commerce from 1997 to 2007. In 2008, Michael joined the Board of The City of Brisbane Investment Corporation Pty Ltd. Michael remained on the Board until 2016. Michael was the President of the Economic Society of Australia (Qld) Inc from 2009 to 2013. Mr Knox was appointed to the Board of Collection House Limited on 24 March 2017. Special responsibilities Nil Interest in shares 80,000 ordinary shares in CLH See pages 18 to 19 for further information on the Board of Directors. 8 Collection House Limited Annual Report 2020 Catherine McDowell Independent, Non-executive Director Experience Catherine McDowell has more than 30 years’ experience in the international investment and financial services industry in senior executive and advisory roles, predominantly with Barclays Bank, and more recently with ANZ. She has more than 15 years of Board experience with not for profit, listed and non- listed companies. Her current roles include Independent Director for the Todd Family Office, New Zealand and Independent Director of the AMP Superannuation Board, and Chair of the Risk Committee Previously, as Managing Director of Barclays International she oversaw a substantial international wealth business before moving to New Zealand in 2005. Catherine was the Managing Director at ANZ and the National Bank Private Banking and Wealth business (New Zealand). She subsequently moved to Australia to build the Private Bank and Trust business while managing E-Trade. During her career Catherine spent 10 years in New York, 15 years in London and 8 years in New Zealand and Australia. Catherine has a Ba Hons, is a Fellow of the Institute of Company Directors, New Zealand, a Graduate of the Australian Institute of Company Directors, and an Affiliate of the Governance Institute of Australia. Catherine was appointed to the Board of Collection House on 17 September 2018 Special responsibilities Chair of the Remuneration and Nomination Committee Interest in shares No ordinary shares in CLH Sandra Birkensleigh Independent, Non-executive Director Experience Sandra Birkensleigh is a Non-Executive Director of MLC Limited, Chair of the Audit Committee and a member of the Risk Committee and Disclosure Committee. Sandra is also a non-executive Director of Auswide Bank, Chair of their Audit Committee and member of the Risk and Remuneration committees. She is a Non-Executive Director of 7 Eleven, and Chair of their Audit and Risk committee, and a Non- executive Director of Horizon Oil Limited, Chair of their Audit Committee and a member of the Risk and Remuneration and Nomination Committees. Sandra is also an independent member of the Audit Committee for the Reserve Bank of Australia, a Council Member and Chair of the Audit and Risk Committee of the University of the Sunshine Coast and the Chair of the Financial Services Committee for the Institute of Internal Auditors Australia. She is also a Non-executive Director of the National Disability Insurance Agency and Chair of the Audit and Risk Committees and member of the People and Remuneration Committee. She is a member of the Investment Committee for the Public Trustee of Queensland. Sandra also sits on the boards of the Tasmanian Finance Corporation (Tascorp) and is Chair of the Audit Committee. She was recently appointed as Chair of the Financial Services Committee for the Institute of Internal Auditors of Australia. Previously, Sandra held the role of Senior Partner of PwC until February 2013 and was the Global Head of Governance Risk and Compliance Services for PwC for five years. Sandra has a Bachelor of Commerce from University of New South Wales, is a Chartered Accountant, a Graduate of the Australian Institute of Company Directors and a Certified Compliance Professional (Fellow). Sandra was appointed to the Board of Collection House on 17 September 2018. Special responsibilities Chair of the Audit and Risk Management Committee Interest in shares No ordinary shares in CLH 9 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Information Executive Leadership Team Doug McAlpine Chief Executive Officer Jonathon Idas Chief Legal Officer and Company Secretary Anand Adusumilli Chief Data Scientist Denica Saunders Chief Operating Officer Appointed: November 2019 Appointed: September 2017 Appointed: July 2017 Appointed: July 2018 Anand joined the Group on 26 July 2017, bringing over 15 years’ experience in the field of data science and predictive analytics for the financial services domain, primarily focussed on accounts receivables and debt collection. Working with the US market leader in the debt collection industry for the last 12 years, he has vast experience in building pricing models, forecasting models, and optimisation models for operations in the financial services sector. He has a proven track record in bridging strong symbiotic relationships between analytics and operations that are quintessential to be successful in our business. Denica joined the group in July 2015, following an extensive career in the financial services industry and operational management. Denica has worked in senior roles leading large-scale change programs specialising in business transformation, contact centre optimisation for global organisations, industry, peak bodies, Local and Federal Government agencies. Denica leads our operational teams across Australia, New Zealand and the Philippines. Drawing on over 15 years leadership experience at both the operational and executive level, Denica is instrumental in shaping and executing CLH’s operational strategy, delivering best- in-class solutions for our clients and customers. Doug was previously with Silver Chef Limited where he served most recently as the EGM of Australia and New Zealand and prior to that, CFO. Doug has previously held similar roles in the resources, property and general investment sectors. In addition to strong financial and commercial capability, Doug has a solid grounding in receivables financing and extensive experience working with the professional investment community. Doug began his career at Ernst & Young. He is a Chartered Accountant with twenty years of accounting and finance experience, fifteen of which have been as CFO with listed public companies in Australia. Jonathon Idas was appointed as Chief Legal Officer (“CLO”) on 6 September 2017. On 10 November 2020, he was appointed as the Company Secretary. Jonathon has more than 17 years’ experience as a solicitor in Australian and the United Kingdom previously being the CLO for Australian Receivables Limited and Forbes Dowling Lawyers Limited. As CLO of Australian Receivables Limited, Jonathon successfully acquired Turnbull Bowles Lawyers, strengthening firm’s position and expanding legal services, client engagement and productivity. As a solicitor in the United Kingdom his focus was helping clients navigate successfully through the global financial crisis, acting on large scale litigation and pursuing cross boarder insolvency matters. Since joining the Company, he has had oversight of all legal matters, corporate governance, compliance, and securities law. 10 Collection House Limited Annual Report 2020 Nathan Johnston Chief Technology Officer Stephen Parrish Chief People Officer Lynda Morris Chief Financial Officer Appointed: January 2020 Appointed: January 2020 Appointed: January 2020 Steve joined the Group on 14 January 2019, bringing a wealth of experience in leadership, culture, and employee experience. As an experienced HR leader, Steve has led people projects across diverse client groups resulting in positive culture reforms. Prior to this role Steve has more than 10 years of experience in the industry working in organisations such as Foxtel, ACTE Group and the Department of Justice and Attorney-General. Nathan joined the group in March 2019, having worked in Information Technology for over 25 years for both large organisations and small businesses within Australia and the United States. Nathan has also worked as a Software Engineer and Technical Architect, designing and building systems for a variety of companies and industries. He has managed highly productive software engineering teams for over 20 years, including offshore development teams in the Philippines for Australian- based clients. Along with Nathan’s wide variety of experience, he is also passionate about bringing the best state-of- the-art technology into the organisation – to support our staff in supporting our customers and clients. Lynda joined the group in January 2004 following her extensive career in financial services inclusive of her ten years in public practice with 3 years at Hall Chadwick. Working as Group Management Accountant and her later appointment in 2015 as Financial Planning and Analysis Manager, Lynda has continued to support the integrity of business performance reporting, forecasting and financial modelling for over 16 years. Lynda was appointed Chief Financial Officer in January 2020 following a successful career with the group evidencing capabilities to provide the business a futurist mind with a key focus on growth and development. Lynda continues to lead with a strategic mindset, planning and executing trackable business goals through collaborative work ensuring success, honesty and integrity are core qualities that determine the health of the company. 11 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Information Corporate Governance Collection House Limited’s Board (the Board) and its Senior Executives are committed to conducting the business of the Company in an ethical manner that demonstrates the highest standard of good corporate governance and fosters a culture that values ethical behaviour and integrity. Board Composition As at 30 June 2020, the Board comprised four Independent Non-Executive Directors. On 1 July 2019, the Board comprised of five Directors (including the Chair), four of whom were Non-Executive Directors. During the reporting period, Anthony Rivas, former Managing Director and Chief Executive Officer resigned (24 November 2019). On and from 25 November 2019, Doug McAlpine was appointed as the Chief Executive Officer. The Board considers its current members to have an appropriate mix of skills that enable the Board to discharge its responsibilities, and deliver the Company’s strategy and corporate objectives. The Board keeps our governance system under regular review to ensure that it adopts changes in law and demonstrates best practice developments in corporate governance. Chief Executive Officer Executive Leadership Team 12 Board Committees The Board is assisted in discharging its duties with the assistance of the following Committees, each with its own Charter stipulating its functions, powers and delegations: – Audit and Risk Management Committee – PDL Investment Committee – Remuneration and Nomination Committee Communication with Shareholders Collection House Limited uses a range of methods to communicate with shareholders, including written and electronic communications. Shareholders are able to make enquiries with the Group at any time through the Investor Enquiries page on the Group’s website. The Corporate Governance Statement is available online The Company’s listing on the Australian Securities Exchange means it must comply with the Corporations Act 2001, the ASX Listing Rules and other Australian laws. As part of its Compliance, Collection House Limited (the Group) is required to disclose how it has applied the recommendations contained in the ASX Corporate Governance Council’s Principles and Recommendations – 4th Edition (the Principles and Recommendations) during the financial year ending 30 June 2020, explaining any departures therefrom. The Group has, unless otherwise stated, followed the Principles and Recommendations throughout the year. More information about Collection House Limited’s Board and Management, corporate governance policies, procedures and practices is available in the Corporate Governance Statement available on the website at www.collectionhouse.com.au under the heading Investors – Corporate Governance. Board of Directors Board Committees Independent Assurance & Advice Audit & Risk Management Remuneration & Nominations PDL Investment Collection House Limited Annual Report 2020 Directors’ Report The Directors present their report on the consolidated entity (referred to hereafter as the Company or the Group) consisting of Collection House Limited and the entities it controlled for the financial year ended 30 June 2020. Directors The following persons were Directors of the Group during the whole of the financial period and up to the date of this report, unless stated otherwise: – Leigh Berkley - Chairman – Michael Knox – Sandra Birkensleigh – Catherine McDowell – Anthony Rivas (resigned 24 November 2019) See pages 8 to 9 for profile information on the Directors. Principal activities The Company has two reportable segments: Purchased Debt Ledgers (PDLs), and Collection Services. The principal activities of the Group were the provision of debt collection services and the purchase of consumer debt. There were no significant changes in the nature of the activities of the Group during the year. Overview of Group operations and financial results Revenue Net Profit after tax for the year (Loss)/Earnings per share 30 June 2020 $’000 30 June 2019 $’000 Change % 151,647 (145,070) (103.2) 161,057 30,690 22.3 -6 -573 -563 The Group’s financial results were lower than the previous corresponding period and were adversely impacted by a change in strategy relating to collection methods and legal process, and the wider economic effects of COVID-19, which impacted service fee income and cash collections from the Group’s PDL assets. These impacts as well as the subsequent sale in December 2020 of it’s Australian PDL assets led to a material impairment being booked against the Group’s PDL asset value. New debt purchasing opportunities were also limited during the twelve months, in line with a more conservative approach to debt sales applied by clients during the COVID-19 period. Although the Group’s economic performance for the period was subdued, the Group has executed significant strategic change initiatives across the entire business, which will position the business for sustainable growth moving forward. 13 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020 Key financial results – by segment – Audited ($’000) Collection Services Purchased Debt Ledgers (PDLs) Consolidated 30 June 2020 $ ‘000 30 June 2019 $ ‘000 30 June 2020 $ ‘000 30 June 2019 $ ‘000 30 June 2020 $ ‘000 30 June 2019 $ ‘000 Revenue Sales Interest and other income Total segment revenue Intersegment elimination Consolidated revenue Results Segment result Purchased Debt Ledgers: Impairment Interest expense and borrowing costs Unallocated revenue less unallocated expenses Profit before tax Taxation Net Profit After Tax (NPAT) 65,113 67,604 – – 65,113 67,604 – 86,746 86,534 – 93,660 93,660 65,113 86,746 67,604 93,660 151,859 161,264 (212) (207) 65,113 67,604 86,746 93,660 151,647 161,057 4,824 – 9,264 41,318 52,090 46,142 61,354 – (238,890) – (238,890) – (9,751) (7,658) (4,551) (10,093) (207,050) 61,980 (145,070) 43,603 (12,913) 30,690 Purchased Debt Ledger (PDL) Segment The PDL business reported revenue of $86.7 million, down 7.4 percent on the previous corresponding period. While cash receipts from the Lion Finance customer base were adversely impacted by COVID-19, significant changes have been made to improve the effectiveness and sustainability of our operational collection strategy. In particular, this included a reduction in legal activity which was a critical action identified from the Strategic Review undertaken by the Company following the change in Chief Executive Officer in November 2019. Changes in collection strategy and a conservative approach to the phasing of collections associated with the COVID impacts over the next 12 to 18 months have resulted in a change to the quantum and timing of future cash flow from the Company’s PDL assets. This led to an impairment being booked against the Group’s PDL asset value In accordance with the requirements of AASB 9, with the Company recognising a $127.4 million pre-tax adjustment to the value of its PDL assets to reflect the net present value impact of the above matters. In addition, the company has subsequently reached agreement in December 2020 to sell all of it’s Australian PDL assets and as a result has recognised an additional pre-tax impairment to the value of its PDL assets of $111.5m. This reflects in total a $238.9m pre-tax impairment to it’s PDL assets during the year. The Company will continue to own and manage it’s New Zealand PDL assets. Collection Services Segment Collection Services revenue was down 3.7 percent on prior year. This was due to a variety of factors including changes in the Company’s client base and clients acting more conservatively around the outsourcing of receivables management subsequent to quarter three of the financial year. New service opportunities have arisen during Q4 however, particularly in respect of supporting clients around customers exhibiting signs of vulnerability and hardship. Notwithstanding the difficult economic conditions, the Company used the period to refine its client and customer service offerings and carefully re-evaluate its cost model. The Company is well positioned to support new and existing clients to manage their customers in what the Company expects will be a continually challenging operating environment. Cost Structure Direct collection costs exhibited a decrease year on year, reflective of the reduction in litigation. Employee costs were up on the prior year mainly linked to the addition of resources to support significant PDL investment in FY19. Maintaining a competitive cost to collect in both the Collection Services and Lion Finance business units remains of paramount strategic importance to the Company and a comprehensive cost review program has been commenced as a follow-on action arising from the Strategic Review. 14 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report Actions from the Strategic Review The Strategic Review identified that in addition to implementing an appropriate financing solution to support future growth, the Company would benefit from: – refining its value proposition by ensuring that delivering the right customer outcome was the guiding principle which underpinned all organisational activities; – continuing to enhance its governance framework to provide the highest level of assurance around ethical behaviour and regulatory compliance to its clients and customers; – simplifying its business activities to focus on being the first choice in receivables management services through superior insight, innovation and customer care Key drivers of this revised strategy was wider financial services industry feedback arising from the Royal Commission, coupled with a strong desire to do the right thing for our customers going forward. In the last six months, our client and customer engagement approach has fundamentally changed, particularly in the Lion Finance business, and feedback from customers and third party stakeholder groups has been extremely positive. The Company continues to re-evaluate all aspects of its business from the perspective of the customer and anticipates that this approach will create a deeper level of engagement with new and existing clients moving forward, particularly as the financial services sector comes to terms with the long term economic and social impacts of COVID-19. Capital Management The Group’s total assets at 30 June 2020 were $338.6 million, down 28% on prior year. The decrease in total asset was mainly driven by the impairment to the Group’s PDL assets. After the impairment adjustment to the Group’s PDL assets in December 2019, the Group was unable to meet certain financial covenants that resulted in the reclassification of total Borrowings to current liability, which meant the Group is currently reporting a net current deficiency of $38.9 million as at 30 June 2020. As disclosed in Note 18, on 9 April 2020, the Group entered into a Standstill Agreement with its Senior Lenders. This Standstill Agreement (with subsequent amendments and extensions) confirmed, subject to the Group’s compliance with its terms and conditions including the revised financial ratios and covenants, that the Group’s lenders would not take any action during the period to 23 December 2020 (the standstill period) in relation to any potential or existing defaults that occurred under the facilities prior to or during the standstill period. The Group has been actively engaged in a recapitalisation process since the Standstill Agreement was entered into with the Group’s lenders. This was previously announced to the market and a number of updates have been provided since then. As disclosed in Note 32, on 23 December 2020, the Group entered into a sale agreement with Credit Corp Group to acquire a significant portion of its Australian PDL assets at a value of $160m. The Group has also reached agreement with its lenders where it will apply the sale proceeds to the repayment of the majority of its existing facilities and they will then provide ongoing funding facilities for the remaining $62m. This will consist of: – a $20m Term Loan Facility (Facility A) with a term of three years, cash interest, and fixed quarterly prepayments; – an approximate $42m Term Loan Facility (Facility B) with a term of three years, capitalising interest, and cash sweep payments at times when the Group’s month-end cash balance is above a level agreed with its lenders. The final amount will be determined as a part of the settlement process of the PDL Sales Transaction. – a Bank Guarantee Facility of $8.6m. – agreed covenant ratios. Credit Corp Group is also providing a short-term loan of $15m with a maturity of two years, capitalising interest and two agreed repayment milestones. The Group continues to generate strong operational cash flow in the FY21 year some of which has been applied to further debt reduction, and has reached an recapitalisation outcome that is both acceptable to its existing lenders while simultaneously providing a capital solution which will support the Company’s revised strategy and future growth. People and Culture The Company is focused on running its business within a framework of values which commits us to make a contribution across a range of stakeholders, including shareholders, clients, customers, employees and the wider community. During FY20, we formalised strategies for better supporting our employees and our customers, reducing our environmental impact and creating more meaningful engagement with wider community initiatives. The Company recognises that its social license to operate is dependent on continually displaying a culture of transparency and integrity which its clients, customers and the wider community can rely upon. The Group takes these obligations seriously and has comprehensive policies and procedures in place to ensure these high standards of behaviour are achieved. 15 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report Technology and Innovation The Company reaffirms its strategy of becoming an industry leader in the development and implementation of technology solutions which improve employee, client and customer experience, but also generate operating efficiencies. The Group continues to invest each year in the improvement to C5, its proprietary collection and customer management platform. A number of clients have also adopted our newly developed Customer Portal and Business Services offerings, which will contribute to efficiencies moving forward. Outlook Following completion of the refinancing transaction, the Company has largely eliminated the financial risk associated with its historical purchased debt assets, substantially reduced its debt levels, and greatly simplified its business model. This simplification allows the Company to focus on providing the highest standard of collection services to our clients through a values aligned, customer centric collections approach. The Company simultaneously retains the flexibility to retain growth in the purchased debt space through a new partnering model which will see a significantly lower level of the Company’s balance sheet put at risk moving forward. The Company expects to finalise that new partnering arrangement in the near future. The reshaped business is well positioned to respond to short term volatility in the credit sector while simultaneously affording it the flexibility to pursue growth strategies in the contingent collection and purchased debt areas where appropriate. The Company retains its best in class capabilities of people, systems and processes, allowing it to provide end-to-end receivables management services to clients and customers under either contingent collections or purchased debt frameworks. Key Risks Our key risks are: – Impacts of COVID-19 and related market issues on Company performance. – Changes to regulations governing our activities or breaching of compliance obligations – Failure to retain existing and acquire new agency clients – Overpaying on PDL investments – Failing to collect PDLs in accordance with our pricing models Availability of appropriately priced capital to support the Company’s growth objectives – Disruption to systems and operation due to cyber breach or privacy breaches – Failure to maintain appropriate level of investment in information systems to improve customer experience The Audit and Risk Management Committee provides Board oversight to the management of risk mitigation strategies that are implemented for the Group. Dividends Dividends paid or declared by the Company to members since the end of the previous financial year were: Declared and paid during the year 2019 Final 2019 ordinary Interim 2020 ordinary Cents per share Total amount $’000 Date of payment 4.1 Nil 5,764 25 October 2019 Nil Nil 16 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report After balance date, no dividends were proposed by the Directors. As at 9 April 2020, the Group entered into a standstill agreement (SA) with its lenders. The Group’s ability to declare and pay dividends remained restricted while the Standstill Agreement with its existing lenders was in place. The Group’s ability to recommence an appropriate dividend payment policy is governed by the new arrangements with it’s lenders and is primarily linked to it’s ongoing financial performance and available cash after meeting it’s loan obligations. Declared after end of year Final 2020 ordinary Cents per share Total amount $’000 Nil Nil Date of payment Nil Significant changes in the state of affairs The change in collection strategy and change to the anticipated quantum and timing of future cash flow from the Company’s PDL assets was a significant change leading to the impairment of it’s PDL asset value as noted above The company has concluded it’s recapitalisation process in December 2020. This has resulted in the sale of it’s Australian based PDL assets with the proceeds applied to pay down the majority of it’s bank debt and the existing lenders providing a new loan facility for the difference. As a result of this, the company has chosen to recognise an additional impairment to the value of its PDL assets as noted above. There were no other significant changes in the state of affairs of the Group during the financial year. Matters subsequent to the end of the financial year To date, the effects of the COVID-19 crisis have been well managed, but the future impacts of the virus are still somewhat uncertain. This uncertainty weighs on consumer behaviour, and business and government actions, which has had and will continue to have economic consequences. While the expectations around duration and impact of the crisis is improving but still unclear, the Group is relatively well-positioned within the overall Australian economy with some return to normalcy being shown by clients, and assisted amongst other things by the support from on-going government measures. The Company has been activily engaged in a recapitalisation process since February 2020 when a Standstill agreement was entered into with the Company’s lenders. This was previously announced to the market and a number of updates have been provided since then. Under the Standstill Agreement, the Company’s existing lenders have agreed to a standstill in respect of the Company’s existing facilities until 23 December 2020 (unless otherwise extended by agreement) while the Company undertakes the recapitalisation process. The Company has now reached agreement with Credit Corp Group to acquire a significant portion of it’s PDL assets at a value of $160m and has in-principle approval from it’s Lenders and the ASX to proceed. The company has also reached agreement with its lenders where it will apply the sale proceeds to the repayment of its existing facilities and they will then provide ongoing funding facilities of approximately $62m. The buyer is also providing a short term loan of $15m. The company does retain a portion of it’s PDL assets and remains an active participant in the PDL asset acquisition market. The sale of the PDL assets has been transacted at a value that is substantially different to the Company’s book value. Given its material nature, the timing of the accounts finalisation and consideration of Accounting Standard requirements, the Company has decided to reflect the estimated impact into it’s June 20 accounts which has lead to an additional impairment against it’s PDL asset value of $111.5m ($78.1m after tax). Hence total impairment against PDL assets for the FY20 year will be $238.9m. The final impact of the sale will be reflected in the actual month of sale (December 2020) and therefore in the December 2020 half year results. Other than the matters discussed above, no matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect: (a) (b) (c) the Group’s operations in future financial years, or the results of those operations in future financial years, or the Group’s state of affairs in future financial years. Environmental regulation The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a state or territory. 17 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report Information on directors Leigh Berkley Independent, Chairman Experience Having qualified as a Chartered Accountant, Mr Berkley has more than 30 years’ experience in the collections and debt purchase industry, is a past President of the Credit Services Association (CSA) in the UK and assisted the Australian Collectors & Debt Buyers Association (ACDBA) develop their Code of Practice. Having been granted Australian residency last year, Leigh stepped down from his role as Director of External Affairs and Development of Arrow Global Group Plc, one of the UK’s largest consumer debt purchasers, in which he engaged with government and regulators, trade bodies and consumer advice organisations. Prior to this, he was the CEO and main shareholder of Tessera Credit Group, a debt purchaser and collection agency, which he led for over 16 years before successfully negotiating a sale of its assets to Arrow Global in December 2014. Leigh was Vice President of the European trade body FENCA where he led the development of a Code of Conduct for GDPR for the Collections industry across Europe, and has been a regular presenter and industry advocate at conferences and trade body forums around the world. Leigh was also the 2019 President of the International Collectors Group and a Trustee of the Fair Life Charity, and is an Ambassador and former Director of the Money Advice Liaison Group in the UK. Mr Berkley was appointed to the Board of Collection House Limited on 1 July 2016. Mr Berkley was appointed Chairman of Collection House Limited on 29 November 2017. Special responsibilities Chair of the PDL Investment Committee Interest in shares 112,866 ordinary shares in CLH Michael Knox Independent, Non-executive Director Experience Mr Knox was an Australian Trade Commissioner serving in Saudi Arabia and Indonesia. He joined Morgans (now Morgans Financial Limited) in Sydney in 1988. He was Chief Institutional Options Dealer until moving to Brisbane in 1990 as Economist and Strategist. He joined the Board of Morgan Stockbroking in 1996. He became Director of Strategy and Chief Economist in 1998. Michael remained on the Board of Morgans until 2012. Michael has served on many Queensland Government advisory committees. He was Chairman of the Queensland Food Industry Strategy Committee in 1992, a Member of the Consultative Committee of the Ipswich Development Board in 1993, a Member of the Queensland Tourism Strategy Committee in 1994 and a Member of the Ministerial Advisory Committee on Economic Development in 1997. From 2003 to 2012, he was Chairman of the Advisory Committee of School of Economics and Finance at the Queensland University of Technology. He has been a Governor of the American Chamber of Commerce from 1997 to 2007. In 2008, Michael joined the Board of The City of Brisbane Investment Corporation Pty Ltd. Michael remained on the Board until 2016. Michael was the President of the Economic Society of Australia (Qld) Inc from 2009 to 2013. Mr Knox was appointed to the Board of Collection House Limited on 24 March 2017. Special responsibilities Nil Interest in shares 80,000 ordinary shares in CLH 18 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report Catherine McDowell Independent, Non-executive Director Experience Catherine McDowell has more than 30 years’ experience in the international investment and financial services industry in senior executive and advisory roles, predominantly with Barclays Bank, and more recently with ANZ. She has more than 15 years of Board experience with not for profit, listed and non-listed companies. Her current roles include Independent Director for the Todd Family Office, New Zealand and Independent Director of the AMP Superannuation Board, and Chair of the Risk Committee Previously, as Managing Director of Barclays International she oversaw a substantial international wealth business before moving to New Zealand in 2005. Catherine was the Managing Director at ANZ and the National Bank Private Banking and Wealth business (New Zealand). She subsequently moved to Australia to build the Private Bank and Trust business while managing E-Trade. During her career Catherine spent 10 years in New York, 15 years in London and 8 years in New Zealand and Australia. Catherine has a Ba Hons, is a Fellow of the Institute of Company Directors, New Zealand, a Graduate of the Australian Institute of Company Directors, and an Affiliate of the Governance Institute of Australia. Catherine was appointed to the Board of Collection House on 17 September 2018 Special responsibilities Chair of the Remuneration and Nomination Committee Interest in shares No ordinary shares in CLH. Sandra Birkensleigh Independent, Non-executive Director Experience Sandra Birkensleigh is a Non-Executive Director of MLC Limited, Chair of the Audit Committee and a member of the Risk Committee and Disclosure Committee. Sandra is also a non-executive Director of Auswide Bank, Chair of their Audit Committee and member of the Risk and Remuneration committees. She is a Non-Executive Director of 7 Eleven, and Chair of their Audit and Risk committee, and a Non-executive Director of Horizon Oil Limited, Chair of their Audit Committee and a member of the Risk and Remuneration and Nomination Committees. Sandra is also an independent member of the Audit Committee for the Reserve Bank of Australia, a Council Member and Chair of the Audit and Risk Committee of the University of the Sunshine Coast and the Chair of the Financial Services Committee for the Institute of Internal Auditors Australia. She is also a Non-executive Director of the National Disability Insurance Agency and Chair of the Audit and Risk Committees and member of the People and Remuneration Committee. She is a member of the Investment Committee for the Public Trustee of Queensland. Sandra also sits on the boards of the Tasmanian Finance Corporation (Tascorp) and is Chair of the Audit Committee. She was recently appointed as Chair of the Financial Services Committee for the Institute of Internal Auditors of Australia. Previously, Sandra held the role of Senior Partner of PwC until February 2013 and was the Global Head of Governance Risk and Compliance Services for PwC for five years. Sandra has a Bachelor of Commerce from University of New South Wales, is a Chartered Accountant, a Graduate of the Australian Institute of Company Directors and a Certified Compliance Professional (Fellow) Sandra was appointed to the Board of Collection House on 17 September 2018 Special responsibilities Chair of the Audit and Risk Management Committee Interest in shares No ordinary shares in CLH 19 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report Company Secretary Jonathon Idas was appointed as Chief Legal Officer (“CLO”) on 6 September 2017. On 10 November 2020, he was appointed as the Company Secretary. Jonathon has more than 17 years’ experience as a solicitor in Australian and the United Kingdom previously being the CLO for Australian Receivables Limited and Forbes Dowling Lawyers Limited. As CLO of Australian Receivables Limited, Jonathon successfully acquired Turnbull Bowles Lawyers, strengthening firm’s position and expanding legal services, client engagement and productivity. As a solicitor in the United Kingdom his focus was helping clients navigate successfully through the global financial crisis, acting on large scale litigation and pursuing cross boarder insolvency matters. Since joining the Company, he has had oversight of all legal matters, corporate governance, compliance. Meetings of Directors The number of meetings of the Group’s Board of Directors and of each board committee held during the year ended 30 June 2020, and the number of meetings attended by each Director were: 2020 Leigh Berkley Michael Knox Anthony Rivas Sandra Birkensleigh Catherine McDowell Meetings of committees Directors Audit and Risk Management PDL Investment Remuneration and Nomination Attended Held Attended Held Attended Held Attended Held 10 10 2 10 9 10 10 10 10 10 5 5 2 5 4 5 5 5 5 5 5 2 – 2 2 5 5 5 5 5 4 4 1 4 4 4 4 4 4 4 In addition, since the onset of Covid-19, the Board has met frequently as required by teleconference with the CEO and members of the Executive Leadership Team and external advisors. 20 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report Remuneration Report – AUDITED This Remuneration Report outlines the overall remuneration strategy, framework and practices adopted by the Group for FY20 for Non-Executive Directors (NEDs), the Chief Executive Officer and other Key Management Personnel (KMP). It has been prepared in accordance with the requirements of the Corporations Act 2001 (Cth), as amended (the Act) and its regulations. The information provided in this Remuneration Report has been audited as required by Section 308(3C) of the Act. The Remuneration Report contains the following sections: A B C D E F G H I J Directors and other Key Management Personnel disclosed in this report Remuneration governance Executive remuneration policy and framework Relationship between remuneration and the Group’s performance Non-executive Director remuneration policy Details of remuneration of Directors and Key Management Personnel Service agreements Share-based compensation Equity instruments held by Key Management Personnel Additional information Director and Executive Remuneration A Directors and other Key Management Personnel disclosed in this report The key management personnel include those who have the authority and responsibility, directly or indirectly, to plan, direct and control the major activities of the Group. The Group’s Directors and key management personnel for FY20 Board of Directors Leigh Berkley Michael Knox Chairman (Non-Executive) Director (Non-Executive) Sandra Birkensleigh Director (Non-Executive) Catherine McDowell Director (Non-Executive) Anthony Rivas Managing Director and Chief Executive Officer (CEO) (resigned 24 November 2019) Executive Leadership Team (ELT) Anthony Rivas Chief Executive Officer (CEO) (resigned 24 November 2019) Doug McAlpine Chief Executive Officer (CEO) (appointed 25 November 2019) Chief Financial Officer (appointed 1 July 2019 and resigned 1 January 2020) Company Secretary (appointed 1 July 2019 and resigned 10 November 2020) Lynda Morris Chief Financial Officer (CFO) (appointed 1 January 2020) Anand Adusumilli Chief Data Scientist Jonathon Idas Chief Legal Officer Company Secretary (appointed 10 November 2020) Denica Saunders Chief Operating Officer (COO) Stephen Parrish Chief People Officer (appointed 1 January 2020) Nathan Johnston Chief Technology Officer (appointed 1 January 2020) 21 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report B Remuneration governance Overall remuneration strategy, framework and practices adopted by the Group are governed by the Board and the Remuneration and Nomination Committee. These functions include consideration of the following: – How the remuneration policies are applied to members of the ELT – The basis of short and long-term performance-based incentive payments for members of the ELT – The appropriate fees for NEDs. Fundamental to all arrangements is that all KMP (Key Management Personnel) must contribute to the achievement of short and long-term objectives, enhance shareholder value, avoid unnecessary or excessive risk taking and discourage behaviour that is contrary to the Group’s values. Details of the short and long-term incentive schemes are set out below in the Section C: ‘Executive Remuneration Policy and Framework’ section of the Remuneration Report. The objectives of the Group’s remuneration policies are to ensure remuneration packages for KMP reflect their duties, responsibilities and level of performance – as well as to ensure all KMP are motivated to pursue the long-term growth and success of the Group. In determining the remuneration of all KMP, the Board aims to ensure that the remuneration policies and framework: – Are fair and competitive and align with the long-term interests of the Group – Incentivise all KMP to pursue the short and long-term growth and success of the Group within an appropriate risk control framework – Are competitive and reasonable, enabling the Group to attract and retain key talent, knowledge and experience – Are aligned to the Group’s strategic and business objectives and the creation of shareholder value – Have a transparent reward structure with a risk proposition that is linked to the achievement of pre-determined performance targets. Use of external advisors In performing its role, the Remuneration and Nominations Committee may directly commission and receive information, advice and recommendations from independent, external advisers. This is done to ensure the Group’s remuneration packages are appropriate, reflect industry standards and help achieve the objectives of the Group’s remuneration strategy. During the period, the Group engaged a consultant, Mercer Consulting (Australia) Pty Ltd, for remuneration benchmarking purposes in relation to the Group’s overall remuneration packages, inclusive of KMP’s remuneration packages. The total fees for the period were $30,000, however, this was not a remuneration recommendation for the purposes of the Corporations Act 2001 (Cth). Securities Trading Policy The trading of shares issued to eligible employees under any of the Group’s employee equity plans was subject to, and conditional upon, compliance with the Group’s Securities Trading Policy. Members of the ELT are prohibited from entering into any hedging arrangements over unvested performance rights under the Group’s Performance Rights Plan (PRP). The Group would consider a breach of this policy as misconduct, which may lead to disciplinary action and potentially dismissal. C Executive remuneration policy and framework The Group’s executive remuneration strategy is designed to attract, motivate and retain high performing individuals and align the interests of executives with shareholders. The Remuneration and Nomination Committee and the Board reviews the remuneration packages for members of the ELT annually by reference to individual performance against key individual and team objectives, the Group’s consolidated results and market data. The performance review of the CEO is undertaken by the Chair of the Board who then makes a recommendation to the Board. The performance review of the other members of the ELT is undertaken by the CEO and approved by the Board. The Group aims to reward members of the ELT with a level of remuneration commensurate with their responsibilities and position within the Group, and their ability to influence shareholder value creation. The remuneration framework links rewards with the strategic objectives and performance of the Group. 22 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report The ELT pay and reward framework has three components: – Total fixed remuneration (TFR) including superannuation and benefits – Short-term incentives (STIs), paid in cash or shares – Long-term incentives (LTIs) through participation in the Performance Rights Plan (PRP), which has been approved by the Board. The combination of these components amount to the total remuneration package or total employment cost for members of the ELT including the CEO. Total fixed remuneration Structured as a total employment cost package, the total fixed remuneration (TFR) may be delivered as a combination of cash and prescribed non-financial benefits at the discretion of the ELT member. Members of the ELT are offered a competitive TFR that comprises the cash salary, superannuation and non-monetary benefits. The TFR for ELT members is reviewed annually to ensure the pay is in line with the role, experience and performance and remains competitive with the market. Group and individual performance are considered during the annual remuneration review. The TFR is usually fixed for a 12-month period with any changes effective from 1 September each financial year. An ELT member’s remuneration is also reviewed upon any change of duties. Retirement benefits for ELT There are no additional retirement benefits made available to members of the ELT, other than those required by statute or by law and under the shareholder approved performance rights plans. Short-term incentives (STIs) To ensure that remuneration for members of the ELT are aligned to the Group’s performance, a portion of their remuneration, in line with their ability to influence results, is performance based and, therefore, ‘at risk’. ELT members have the opportunity to earn an annual STI if pre-defined targets are achieved. The CEO had a target STI opportunity of 60 percent of TFR, which is cash-based. Other ELT personnel each have a cash-based STI opportunity of up to 25 percent of TFR. STIs for the ELT in FY20 were based on scorecard measures and weightings. The CEO key performance objective targets were set by the Board at the beginning of the financial year and aligned to the Group’s strategic and business objectives, as outlined below. The STIs for other members of the ELT are recommended by the CEO to the Board based on the ELT meeting financial and non- financial target performance objectives set by the CEO. Management were cogniscent of the pressures on the Company during the year and recommended that the STI payments should be forfeited. When normally applied, there is a high degree of alignment between the Company strategy and the ELT’s STI performance objective targets. The financial performance objectives (EPS and Net Profit After Tax) are the same for all Senior Executives, providing a common objective for the ELT. The non-financial ELTs have a high degree of variability between technology projects, people and culture, and processes that reflect the individual roles, and include measures such as achieving strategic outcomes, developing people and culture, growth, business development, differentiation, innovation, digital development and other key initiatives during the financial year. Each executive has a high degree of clarity on their individual performance objectives and priorities, as established by their scorecard. They also have an understanding of the inter-relationship of their individual performance objectives to the objectives of the other members of the ELT. 23 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report CEO STI targets for FY20 and FY19 Payment of the STI is discretionary and subject to the requirement to achieve a minimum of 5% growth in EPS in a financial year, as well as the achievement of the individual personal objectives outlined below: Performance category Metrics Financial Non-Financial – Earnings per share (EPS) – – – Leadership Innovative Solutions implemented Improvement of Corporate Culture Weighting (%) 40 20 10 30 A summary of the actual STI Financial outcomes achieved is included in Section D. Deferred Shares – CEO short-term incentive scheme In FY20, the new CEO short-term incentive (STI) scheme excluded the issuance of deferred shares and contains only the cash component. Under the FY17-19 Group’s short-term incentive (STI) scheme, the CEO was entitled to receive 60% of his annual STI achieved in cash, and 40% in the form of rights to deferred shares of Collection House Limited, issuable at the end of his contract period, subject to him being employed by the Group at the end of the contract period. The FY17-19 CEO short-term incentive (STI) scheme was fully vested (244,789 shares) in FY20. The deferred shares awarded were ultimately sold during FY20. Cessation of employment For resignation or termination for cause, any STI is forfeited, unless otherwise determined by the Board. For any other reason, the Board may award STI on a pro-rata basis taking into account time and the current level of performance against performance hurdles. Long-term incentives (LTIs) LTIs are awarded to the Group’s ELT by way of performance rights via the Performance Rights Plan (PRP). The LTI program has the objective of delivering long-term shareholder value by incentivising members of the ELT to achieve sustained financial performance over a three-year period (with no opportunity to retest). Annual grants of performance rights are proposed to be made to the Group’s ELT under the PRP. The number of performance rights granted is calculated based on the weighted average share price over the five trading days before the grant date. Sections H and I provide details of performance rights granted, vested, exercised and lapsed during the year. Performance rights were awarded to various eligible employees pursuant to the PRP, at a nil exercise price and subject to a three- year tenure hurdle. This is contingent on the achievement of certain financial performance hurdles, which are approved by the Board each financial period. The performance rights will not vest unless the Group’s financial performance meet these hurdles. The Board set these hurdles to ensure that the ELT and eligible employees were focused on the delivery of increased shareholder value through the achievement of the short and long-term goals of the Group. Participants in the PRP do not receive distributions or dividends on unvested LTI grants. FY20 Performance Rights Awarded In recognition of the COVID-19 and recapitalisation issues the Board did not grant any unlisted FY20 performance rights during the current year under the PRP to the ELT and other eligible employees. 24 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report FY19 Performance Rights Awarded For the FY19 performance rights the Board chose Earnings Per Share (EPS) as the key financial measurement as EPS growth will ensure that long-term shareholder value is achieved. The hurdles and the proportion of performance rights that will vest as a percentage if the target is achieved, are outlined below: Performance Hurdles – Compound EPS Growth 0% – 5.00% 5.01% – 7.50% 7.51% – 10.00% More than 10.01% % of Pool Nil 33.33% 66.66% 100% For the period, 383,333 unlisted performance rights over ordinary shares in the Company under the PRP to the ELT and other eligible employees were forfeited. The performance rights will not vest (and therefore be incapable of being exercised) based on certain vesting conditions and performance hurdles as at 30 June 2021 as highlighted above. The FY19 performance rights were issued in FY20 as these performance rights were approved by the board in FY20. A summary of the actual LTI Financial outcomes achieved is included in Section D. Cessation of employment For ‘uncontrollable events’ (including death, serious injury and disability and forced early retirement, retrenchment or redundancy), any LTI that is capable of becoming exercisable if performance hurdles are met at the next test date will become vested performance rights. The Board, at its discretion, may determine the extent to which any other unvested performance rights, that have not lapsed, will become vested performance rights. For any other reason, all unvested LTI awards will lapse immediately, unless otherwise determined by the Board. Change of control Where a proposal is publicly announced in relation to the Group which the Board reasonably believes may lead to a change in control event, all unvested LTI awards that have not lapsed, will vest and become exercisable. Clawback The Group will reduce, cancel or clawback any performance-based remuneration in the event of serious misconduct or a material misstatement of the Group’s financial statements. Discretion The Board has absolute discretion in relation to payments under both the STI and LTI schemes. D Relationship between remuneration and the Group’s performance Group performance and its link to LTI The overall level of reward for members of the ELT takes into account the performance of the Group over a number of years, with greater emphasis given to the current and previous year. Details of the relationship between the remuneration policy and Group’s performance over the last five years is detailed below. Net profit after tax ($m) Dividends declared (franked) Share price commenced Share price ended 2016 $18.6 2017 $17.4 2018 $26.1 2019 $30.7 7.8 cents 7.8 cents 7.8 cents 8.2 cents $2.23 $1.10 $1.10 $1.16 $1.16 $1.49 $1.49 $1.21 2020 $(145.1) Nil $1.21 $1.08 Basic Earnings/(Loss) Per Share 14.0 cents 12.8 cents 19.2 cents 22.3 cents (103.2) cents 25 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report Details of remuneration: cash bonuses and performance rights For each cash bonus and grant of performance rights included in the table on page 34 the percentage of the available bonus or grant that was paid, or that vested, in the financial year, and the percentage that was forfeited because the person did not meet the service and performance criteria, is set out below. Other than the deferred payment shares, no part of the STI is payable in future years. No performance rights will vest unless the vesting conditions are met, hence the minimum value of the performance rights yet to vest is nil. The maximum value of the performance rights in the options reserve has been determined as the fair value of the performance rights at grant date. Cash bonus Deferred Payment Shares Performance rights Awarded % Forfeited % Awarded % Forfeited % Financial year granted Vested % Forfeited % Financial years in which performance rights may be vested (subject to certain qualifying hurdles) Lapsed % Maximum total value of performance rights in options reserve – 100% 75% 80% 80% 25% 20% 20% – 75% 80% 80% – 25% 20% 20% 2020 2019 2018 2017 – – – – – – 34% 66%** Anthony Rivas* (resigned 25 November 2019) Doug McAlpine (appointed 1 July 2019) Lynda Morris (appointed 1 January 2020) Anand Adusumilli – 100% – – 75% 80% 100% 100% 25% 20% Jonathon Idas – 100% 80% 80% 20% 20% – 100% 90% 10% – 100% – 100% Denica Saunders Stephen Parrish (appointed 1 January 2020) Nathan Johnston (appointed 1 January 2020) – – – – – – – – – – – – – 2020* – – – – – – – – – 2020* 2020* 2019 2018 2020* 2019 2018 2020* 2019 – – – – – 100% 100% – – 100%*** – – 100% – – 100%*** – – 100% – – 2020* – 100% – 2020* – 100% – – – – – – – – – – – – – – – – – – – 2020 2022 2022 2022 – 2021 2022 – 2021 2022 – 2022 2022 – – – – – – – – – – – – – – – – * FY19 Performance rights (LTI) were not approved by the Board at the date of FY19 report. The FY19 Performance rights (LTI) were issued in FY20. ** The forfeiture occurred in FY19 and disclosed in FY19 annual report *** The performance rights will not vest (and therefore be incapable of being exercised) based on certain vesting conditions and performance hurdles 26 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report E Non-Executive Director remuneration policy Non-Executive Director’s (“NEDs”) fees are determined within an aggregate Directors’ fee pool limit, which is periodically recommended for approval by shareholders. NEDs do not receive share options or performance rights. The maximum aggregate fee pool and the fee structure is reviewed annually against fees paid to NEDs of comparable companies. The Board considers advice from external advisors when undertaking the annual review process. The maximum annual aggregate NED fee pool limit is $900,000 per annum, as approved by shareholders at the Group’s Annual General Meeting as at 25 October 2013. The FY20 aggregate total NED fees distribution is $673,500 (including superannuation). Payments are allowed for additional responsibilities for the Chair of each Board Committee. Fees and payments to NED reflect the demands that are made on, and the responsibilities of, the Directors. The table below summarises the NED fees for FY20 (exclusive of superannuation): FEES Base fees Chair Other Non-Executive Directors Additional fees Audit and Risk Management Committee Chair Audit and Risk Management Committee Member Remuneration and Nomination Committee Chair Remuneration and Nomination Committee Member PDL Investment Committee Chair PDL Investment Committee Member FY20 FY19* $175,000 $175,000 $95,000 $95,000 $25,000 $25,000 $Nil $Nil $25,000 $25,000 $Nil $Nil $25,000 $25,000 $Nil $Nil * Change in Directors’ remuneration was effective as at 1/1/2019. For further information in relation to Directors’ remuneration, including fees paid in accordance with statutory rules and applicable accounting standards, refer to Section F below. Note that the changes in the NED fee structure do not require an increase in the Directors’ fee pool limit. Retirement allowances for Directors There are no retirement allowances paid to Non-Executive Directors. 27 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report F Details of remuneration of Directors and Key Management Personnel Amounts of remuneration Details of the remuneration of Directors and all other key management personnel (as defined in AASB 124 Related Party Disclosures) of the Group are set out below. Short-term Post- employment Other long term Share-based payments Salary and fees STI Cash bonus Non- monetary benefits Super- annuation benefits Total Annual and long service leave Termination benefits Rights Total Proportion of remuneration performance related In Dollars Non-Executive Directors Leigh Berkley Chairman Michael Knox Non-Executive Director Sandra Birkensleigh Non-Executive Director Catherine McDowell Non-Executive Director 2020 284,151* 2019 194,098 2020 95,731 2019 92,500 2020 120,923 2019 90,288 2020 120,923 2019 90,288 – – – – – – – – 136 284,287 19,561 12,569 206,667 7,213 9,095 8,788 95,731 92,500 120,923 11,488 90,288 8,577 120,923 11,488 90,288 8,577 – – – – – – – – – – – – 303,848 213,880 104,826 101,288 132,411 98,865 132,411 98,865 * within Salary and fees, Mr Berkley received $90,000 for his contribution to the project to improve the effectiveness and sustainability of the PDL operational collection strategy. Short-term Post- employment Other long term Share-based payments In Dollars Salary and fees STI Cash bonus Non- monetary benefits Super- annuation benefits Annual and long service leave Total Termination benefits Rights* Deferred Shares Total Executive Director and other Key Management Personnel 2020 198,728 – 3,615 202,343 18,879 – 117,619 – – 338,841 2019 484,921 173,870 33,569 692,360 46,067 26,067 – 431,490 115,913 1,311,897 Proportion of remuneration performance related – 55% 2020 471,154 – 4,882 476,036 44,760 35,653 – – – 556,449 – 2020 111,692 – 2,441 114,133 10,611 9,713 2020 296,058 – 7,858 303,916 28,126 7,780 2019 279,567 59,027 9,034 347,628 26,559 14,683 – – – – – 8,892 – 134,457 – – 339,822 397,762 – – 17% Anthony Rivas Managing Director/Chief Executive Officer (resigned 25 November 2019) Doug McAlpine Chief Executive Officer (appointed 25 November 2019) Company Secretary (appointed 1 July 2019 and resigned 10 November 2020) Chief Financial Officer (appointed 1 July 2019 and resigned 1 January 2020) Lynda Morris Chief Financial Officer (appointed 1 January 2020) Anand Adusumilli Chief Data Scientist 28 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report Short-term Post- employment Other long term Share-based payments Salary and fees STI Cash bonus Non- monetary benefits Super- annuation benefits Annual and long service leave Total Termination benefits Rights* Deferred Shares 2020 302,187 – 9,998 312,185 28,708 9,395 2019 278,439 61,200 4,902 344,541 26,452 – 2020 318,904 – 4,882 323,786 30,296 2,795 2019 287,644 70,833 4,705 363,182 27,326 13,299 2020 121,846 – 2,441 124,287 11,575 2020 111,692 – 2,441 114,133 10,611 – – – – – – – – – 9,000 – – – – Proportion of remuneration performance related – 18% – 18% – – Total 350,288 379,993 356,877 403,807 135,862 – – – – – – 124,744 In Dollars Jonathon Idas Chief Legal Officer Company Secretary (appointed 10 November 2020) Denica Saunders Chief Operating Officer Stephen Parrish Chief People Officer (appointed 1 January 2020) Nathan Johnston Chief Technology Officer (appointed 1 January 2020) - * For recently appointed ELT, the remuneration information provided in the table relates to the period from the date of appointment as ELT to 30 June 2020, unless otherwise stated. FY19 Performance rights (LTI) were not approved by the Board at the date of FY19 report. The FY19 Performance rights (LTI) were issued in FY20. G Service agreements Remuneration and other terms of employment for the CEO and other Key Management Personnel are also formalised in service agreements. Except for the CEO who has a six month notice period, all contracts with members of the ELT may be terminated early by either party with three months’ notice. The Company, at its full discretion, may make a payment in lieu of the notice period, either partially or in full. Major provisions of the agreements relating to remuneration are set out below. Doug McAlpine CEO (appointed 25 November 2019) CFO (appointed 1 July 2019 and resigned 1 January 2020) Company Secretary (appointed 1 July 2019 and resigned 10 November 2020) Lynda Morris CFO (appointed 1 January 2020) Annual fixed remuneration $520,796 inclusive of superannuation and non-monetary benefits for FY20 Performance cash bonus The STI opportunity in relation to FY20 was forfeited. Performance rights No at risk FY20 performance rights were granted in FY20 Annual fixed remuneration* $124,744 inclusive of superannuation and non-monetary benefits for FY20. Performance cash bonus The STI opportunity in relation to FY20 was forfeited. Performance rights No at risk FY20 performance rights were granted in FY20 29 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report Anand Adusumilli Chief Data Scientist Annual fixed remuneration $332,042 inclusive of superannuation and non-monetary benefits for FY20 Performance cash bonus The STI opportunity in relation to FY20 was forfeited, actual in relation to FY19 was $59,027 Performance rights No at risk FY20 performance rights were granted in FY20 26,194 at risk FY19 performance rights, that were approved, granted and forfeited during FY20 17,599 at risk FY18 performance rights were forfeited during FY20 Jonathon Idas Chief Legal Officer Company Secretary (appointed 10 November 2020) Annual fixed remuneration $340,893 inclusive of superannuation and non-monetary benefits for FY20 Performance cash bonus The STI opportunity in relation to FY20 was forfeited, actual in relation to FY19 was $61,200 Performance rights No at risk FY20 performance rights were granted in FY20 26,194 at risk FY19 performance rights, that were approved, granted and forfeited during FY20 17,772 at risk FY18 performance rights were forfeited during FY20 Denica Saunders Chief Operating Officer Annual fixed remuneration $354,082 inclusive of superannuation and non-monetary benefits for FY20 Performance cash bonus The STI opportunity in relation to FY20 was forfeited, actual in relation to FY19 was $56,666 Performance rights No at risk FY20 performance rights were granted in FY20 39,291 at risk FY19 performance rights, that were approved, granted and forfeited during FY20 18,989 at risk FY18 performance rights were forfeited during FY20 Stephen Parrish Chief People Officer (appointed 1 January 2020) Nathan Johnston Chief Technology Officer (appointed 1 January 2020) Annual fixed remuneration* $135,862 inclusive of superannuation and non-monetary benefits for FY20. Performance cash bonus The STI opportunity in relation to FY20 was forfeited. Performance rights No at risk FY20 performance rights were granted in FY20 Annual fixed remuneration* $124,744 inclusive of superannuation and non-monetary benefits for FY20. Performance cash bonus The STI opportunity in relation to FY20 was forfeited. Performance rights No at risk FY20 performance rights were granted in FY20 * Amount has been pro-rated to show the remuneration package starting from the date of appointment. 30 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report H Share-based compensation Performance rights Performance rights have been granted to certain eligible employees under the Company’s Performance Rights Plan (PRP). Performance rights granted under the PRP carry no dividend or voting rights. When exercisable, each performance right is convertible into one ordinary share of Collection House Limited. Details of performance rights over ordinary shares in the Group provided as remuneration to members of the ELT are set out below. Name Anthony Rivas (resigned 25 November 2019) Doug McAlpine (appointed 1 July 2019) Lynda Morris (appointed 1 January 2020) Anand Adusumilli Jonathon Idas Denica Saunders Stephen Parrish (appointed 1 January 2020) Nathan Johnston (appointed 1 January 2020) Number of performance rights granted/issued during the year Number of performance rights vested/issuable during the year 2020* 2019 2020 2019 – – – 26,194 26,194 39,291 – – – 1,000,000** – – – – – – – – – – – – – – – – – – – – – – * ** FY19 Performance rights (LTI) were not approved by the Board at the date of FY19 report. The FY19 Performance rights (LTI) were issued in FY20. This is in relation to PR2017 Performance rights that were vested in FY20. The assessed fair value at grant date of performance rights compensation granted to members of the ELT has been calculated using the five day volume weighted average price (VWAP) of one ordinary share over the five days preceding the grant. The expense is recognised over the vesting period. The expense for each relevant financial year will require an assessment at each reporting date of the probability that each performance hurdle will be achieved. 31 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report Equity instruments held by key management personnel I Performance rights Details of performance rights over ordinary shares in the Company provided as remuneration to each Director of Collection House Limited and other key management personnel of the Group, are set out below. 2020 Name Anthony Rivas (resigned 25 November 2019) Doug McAlpine (appointed 1 July 2019) Lynda Morris (appointed 1 January 2020) Anand Adusumilli Jonathon Idas Denica Saunders Stephen Parrish (appointed 1 January 2020) Nathan Johnston (appointed 1 January 2020) Balance at start of the year 1,000,000 – – 17,599 17,722 – – – Granted as compensation* Vested Lapsed/ Forfeited Balance at end of the year Vested and issuable Un-vested – – – 26,194 26,194 39,291 – – (1,000,000) – – – – – – – – – – (43,793) (43,916) (39,291) – – – – – – – – – – – – – – – – – – – – – – – – – – * FY19 Performance rights (LTI) were not approved by the Board at the date of FY19 report. The FY19 Performance rights (LTI) were issued in FY20. 32 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report Share holdings The number of shares in the Company held during the financial year by each Director of Collection House Limited and other key management personnel of the Group, including their personally related parties, are set out below. 2020 Non-Executive Directors Category Leigh Berkley Michael Knox Sandra Birkensleigh Catherine McDowell 2020 Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Executive Director and other key management personnel Category Balance at start of the year 71,200 60,000 – – Other changes during the year 41,666 20,000 – – Balance at the end of the year 112,866 80,000 – – Balance at start of the year Other changes during the year Balance at the end of the year Anthony Rivas (resigned 25 November 2019) Doug McAlpine (appointed 1 July 2019) Lynda Morris (appointed 1 January 2020) Anand Adusumilli Jonathon Idas Denica Saunders Stephen Parrish (appointed 1 January 2020) Nathan Johnston (appointed 1 January 2020) Ordinary Shares Deferred payment shares 6,690 (6,690) 244,789 (244,789) – – Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares – – – – – – – 8,547 8,547 23,482 23,482 – – – – 24,003 24,003 – – – – 33 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report J Additional information Loans to Directors and Executives There were no loans to Directors or members of the ELT during FY20. Shares under performance rights LTIs are provided to certain eligible employees via the PRP. Total un-issued ordinary shares of the Group under performance rights at the date of this report are detailed below. Performance rights PRP PRP* PRP** Date rights effective Number of rights granted/to be issued Issue price of shares No of unvested shares and vested but not yet issued shares under rights Expiry date 1/7/17 1/7/19 Nil 341,071 398,068 Nil Nil Nil Nil Nil Nil Nil 30 September 2020 30 September 2021 Nil * FY19 Performance rights (LTI) were not approved by the Board at the date of FY19 report. The FY19 Performance rights (LTI) were issued in FY20. ** No FY20 Performance rights were recommended. *** PR2018 & PR2019 rights were forfeited. Additional information – Unaudited Insurance of officers During the financial year the Group paid premiums in respect of Directors’ and Officers’ liability and legal expenses and insurance. This was for current and former Directors and Officers, including senior executives of the Group and Directors, Senior Executives and Secretaries of its controlled entities. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the Directors or Officers in their capacity as Directors or Officers of entities in the Group, and any other payments arising from liabilities incurred by the Directors or Officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the Directors or Officers or the improper use by the Directors or Officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group. Proceedings On 15 March 2019, the Group was provided with a copy of a claim and statement of claim, which had been filed in the Supreme Court of Queensland on the same date. The claim for damages is for $2,800,000 and proceedings are still being defended by the Group. No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act 2001. Non-audit services During the year KPMG, the Group’s auditor, has performed certain other services in addition to the audit and review of financial statements. The Board has considered the non-audit services provided during the year by the auditor, and the Audit and Risk Management Committee is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: – all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit and Risk Management Committee to ensure they do not impact the integrity and objectivity of the auditor – the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Processional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards. 34 Collection House Limited Annual Report 2020for the year ended 30 June 2020Directors’ Report Details of the amounts paid and payable to Group’s auditor, KPMG, are set out below. Services other than audit and review of financial statements: Audit and review of financial statements Other regulatory audit services Trust account audits Loan covenant compliance Other services Taxation compliance services Total paid or payable to KPMG 2020 $ 411,547 68,520 3,200 267,760 751,027 Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 36. Rounding of amounts The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Report) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the Directors’ report. Amounts in the Directors’ report have been rounded off in accordance with that Corporations’ Instrument to the nearest thousand dollars, or in certain cases, to the nearest dollar. This report is made in accordance with a resolution of Directors. Collection House Limited Leigh Berkley Chairman 23 December 2020 35 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Directors’ Report Auditor’s Independence Declaration Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Collection House Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Collection House Limited for the financial year ended 30 June 2020 there have been: i. ii. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. KPM_INI_01 KPMG Scott Guse Partner Brisbane 23 December 2020 KPMG, an Australian partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organization. Liability limited by a scheme approved under Professional Standards Legislation. 36 Collection House Limited Annual Report 2020for the year ended 30 June 2020 Income Statement Interest Income Commission Other revenue Revenue from continuing operations Direct collection costs Employee expenses Impairment – Purchase Debt Ledgers Depreciation and amortisation expense Rental and Lease expenses Restructuring expenses Other expenses Finance costs Profit/(Loss) before income tax Income tax benefit/(expense) Profit/(Loss) from continuing operations Profit/(Loss) for the year attributable to equity holders of Collection House Limited Notes 5 6 10 6 6 6 7 Consolidated 30 June 2020 $’000 79,261 63,938 8,448 30 June 2019* $’000 75,419 67,232 18,406 151,647 161,057 (22,739) (25,968) (57,426) (57,100) (238,890) (10,409) (983) (63) (18,436) (9,751) (207,050) 61,980 (145,070) – (4,624) (8,189) (775) (13,140) (7,658) 43,603 (12,913) 30,690 (145,070) 30,690 Cents Cents Earnings/(Loss) per share for profit attributable to the equity holders of the Company: Basic earnings/(loss) per share Diluted earnings/(loss) per share 29 29 (103.2) (103.2) 22.3 22.0 The above income statement should be read in conjunction with the accompanying notes. * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) 37 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020 Statement of Comprehensive Income Profit/(Loss) for the year Other comprehensive income, net of income tax Items that may be reclassified subsequently to profit or loss Fair Value adjustment – Equity instrument Exchange differences on translation of foreign operations Other comprehensive income for the year, net of income tax Notes 12 21(a) Total comprehensive income for the year attributable to equity holders of Collection House Limited The above statement of comprehensive income should be read in conjunction with the accompanying notes. Consolidated 30 June 2020 $’000 30 June 2019* $’000 (145,070) 30,690 (2,542) – (147,612) – (642) (642) (147,612) 30,048 * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) 38 Collection House Limited Annual Report 2020for the year ended 30 June 2020 Balance Sheet ASSETS Current assets Cash and cash equivalents Receivables Purchased debt ledgers Other assets Total current assets Non-current assets Purchased debt ledgers Equity investments Property, plant and equipment Intangible assets Deferred Tax Assets Receivables Total non-current assets Total assets LIABILITIES Current liabilities Payables Borrowings Current tax liabilities Provisions Other financial liabilities Total current liabilities Non-current liabilities Borrowings Deferred tax liabilities Provisions Other financial liabilities Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Retained profits Total equity Consolidated 30 June 2020 $’000 30 June 2019* $’000 Notes 8 9 10 11 10 12 13 14 19 9 15 18 16 17 18 19 16 17 9,656 13,311 172,541 222 195,730 12,187 4,868 28,297 33,011 63,732 740 142,835 338,565 13,212 214,857 (5,383) 4,419 7,525 1,596 12,871 52,466 167 67,100 357,837 8,500 2,710 33,842 – 558 403,447 470,547 14,609 14,667 3,782 3,810 1,937 234,630 38,805 – – 142 30,674 30,816 265,446 73,119 195,933 1,505 103 5,053 202,594 241,399 229,148 20 21(a) 21(b) 119,567 116,413 (4,179) (42,269) 73,119 365 112,370 229,148 The above balance sheet should be read in conjunction with the accompanying notes. * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. 39 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationas at 30 June 2020 Statement of Changes in Equity Consolidated Notes Balance at 1 July 2018 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs Acquisition of treasury shares Withdrawal of treasury shares Employee share rights-value of employee services Dividends provided for or paid Balance at 30 June 2019 Balance at 1 July 2019* Adjustment on application of AASB 16 Adjusted balance at 1 July 2019 Loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity net of transaction costs Share Issuance of treasury shares Withdrawal of treasury shares Acquisition of deferred shares Employee Share Plan – FY20 Release of deferred shares Release of Performance Rights Plan Employee share rights-value of employee services Dividends provided for or paid Balance at 30 June 2020 20 21 22 20 21 21 21 21 21 22 Attributable to owners of Collection House Limited Contributed equity $’000 113,727 – – – 2,882 (300) 104 – – 2,686 116,413 116,413 – 116,413 Reserves $’000 157 – (642) (642) – – – 850 – 850 365 365 – 365 Retained earnings $’000 92,693 30,690 Total equity $’000 206,577 30,690 – (642) 30,690 30,048 – – – – (11,013) (11,013) 112,370 112,370 2,882 (300) 104 850 (11,013) (7,477) 229,148 229,148 (3,805) (3,805) 108,565 225,343 – – – – (145,070) (145,070) (2,542) – (2,542) (2,542) (145,070) (147,612) 1,571 197 167 (315) (197) 315 1,416 – – 3,154 119,567 – (167) – 197 (315) (1,416) (301) – (2,002) (4,179) – – – – – – – (5,764) (5,764) (42,269) 1,571 197 – (315) – – – (301) (5,764) (4,612) 73,119 The above statement of changes in equity should be read in conjunction with the accompanying notes. * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) 40 Collection House Limited Annual Report 2020for the year ended 30 June 2020for the year ended 30 June 2020 Statement of Cash Flows Cash flows from operating activities Receipts from customers and debtors (inclusive of goods and services tax) Payments to suppliers and employees (inclusive of goods and services tax) Income taxes paid Consolidated 30 June 2020 $’000 30 June 2019* $’000 Notes 182,660 213,402 (107,606) (115,625) 75,054 97,777 (9,705) (10,956) Net cash inflow (outflow) from operating activities 31 65,349 86,821 Cash flows from investing activities Payments for property, plant and equipment Payment for leasehold improvements Payments for purchased debt ledgers Receipts from sale of investment Payment for equity instrument Payments for intangible assets Net cash (outflow) inflow from investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Payment of lease liabilities** Borrowing costs Interest paid Dividends paid to Company's shareholders Proceeds from issues of shares and other equity securities Purchase of treasury shares Net cash (outflow) inflow from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of year Cash at bank and on hand Cash and cash equivalent at end of year (762) (188) (1,086) (714) (40,049) (132,633) 492 – (2,032) – (8,500) (2,901) (42,539) (145,834) 16,546 78,702 (12,292) (5,707) (1,351) (7,559) (5,764) 1,253 – (837) – (1,591) (5,618) (11,013) 2,882 (300) (14,874) 62,225 7,936 1,596 124 9,656 9,656 9,656 3,212 (2,092) 476 1,596 1,596 1,596 22 8 The above statement of cash flows should be read in conjunction with the accompanying notes. * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) ** The Group has classified: – – – cash payments for the principal portion of lease payments as financing activities cash payments for the interest portion as operating activities short-term lease payments and payments for leases of low value assets are not included in the measurement of the lease liability within operating activities 41 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020 Notes to the Financial Statements 1 Summary of significant accounting policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation These financial statements are for the consolidated entity consisting of Collection House Limited (the Company) and its subsidiaries (the Group). Collection House Limited is a public company incorporated and domiciled in Australia. The financial statements were authorised for issue on 23 December 2020 by the Directors of the Company. These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Collection House Limited is a for-profit entity for the purpose of preparing the financial statements. (i) Compliance with IFRS The consolidated financial statements of the Collection House Limited Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). (ii) New and amended standards adopted by the Group This is the first set of the Group’s annual financial statements in which AASB 16 Leases has been applied. Changes to significant accounting policies are described in Note 1(aa). (iii) Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss, and certain classes of property, plant and equipment. (iv) Critical accounting estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 2. (v) Going Concern: Net current asset deficiency and future recapitalisation Notwithstanding the Group recorded a deficiency in net current assets of $38.9 million as at 30 June 2020 the financial statements have been prepared on a going concern basis as the Directors believe the Group will be able to pay its debts as and when they fall due and payable. The Directors note that the net current asset deficiency arises mainly due to: – the reclassification of the Group’s total Borrowings to a current liability as a result of the Group being unable to comply with a number of financial covenants after the impairment to its PDL assets in December 2019: and – the subsequent event recognition of the further impairment to it’s PDL assets related to the PDL sale transaction which has reclassified a greater proportion of the remaining PDL value ($172.5m) as current. As disclosed in Note 18, on 9 April 2020 the Group entered into a Standstill Agreement with its Senior Lenders. This Standstill Agreement confirms, subject to the Group’s compliance with its terms and conditions including the revised financial ratios and covenants, that the Group’s lenders would not take any action during the period to 23 December 2020 (the standstill period) in relation to any potential or existing defaults that occurred under the facilities prior to the commencement of the standstill period. The Group has been actively engaged in a recapitalisation process since the Standstill Agreement was entered into with the Group’s lenders. This was previously announced to the market and a number of updates have been provided since then. As disclosed in Note 32, on 23 December 2020, the Group entered into a sale agreement with Credit Corp Group to acquire a significant portion of the Group’s Australian PDL assets at a value of $160m. The Group has also reached agreement with its lenders where it will apply the sale proceeds to the repayment of the majority of its existing facilities and they will then provide an ongoing funding facility for the remaining $62m. This will consist of: – a $20m Term Loan Facility (Facility A) with a term of three years, cash interest, and fixed quarterly prepayments; – an approximate $42m Term Loan Facility (Facility B) with a term of three years, capitalising interest, and cash sweep payments at times when the Group’s month-end cash balance is above a level agreed with its lenders. The final amount will be determined as a part of the settlement process of the PDL Sales Transaction. – a Bank Guarantee Facility of $8.6m. – agreed covenant ratios. The buyer is also providing a short-term loan of $15m with a maturity of two years, capitalising interest and two agreed repayment milestones, the first repayment due in period to 30 June 2021, and the final repayment payable on maturity. The Group does retain a portion of it’s PDL assets and remains an active participant in the PDL asset acquisition market. Now that the recapitalisation process has reached an outcome, the Group’s ability to continue as a going concern is critically dependent on implementing its strategic plan and meeting its targets. The Directors believe that the Group will be able to continue as a going concern based on cash flow forecasts which indicate the Group is able to pay its debts as and when they fall due under a range of risk adjusted scenarios. 42 Collection House Limited Annual Report 2020for the year ended 30 June 2020 1 Summary of significant accounting policies (continued) Key assumptions used in these cash flow forecasts and the assessment of the Group’s ability to continue as a going concern include: – enhancing the commission collections side of the Group’s business and retention of key clients; – reducing costs to a sustainable level; – close management of its financial position and performance to ensure compliance with relevant financial covenants imposed by its lenders under the terms of its on-going funding facility; – the performance of the PDL assets retained by the Group remaining in line with the Group’s expectation of future expected cash collections; – managing any ongoing impact from economic uncertainty as a result of COVID-19; and – the progressive build-up of its PDL Asset book. While the Directors are encouraged that the performance of the Group’s continuing operations is improving from experience during the second six months of the 2020 year (and subsequent to year end), the improving but still existing macro-economic challenges and uncertainties from COVID-19 may impact on the Group’s ability to execute its strategic plan and achieve the key assumptions outlined above. As a result, these conditions give rise to a material uncertainty that may cast significant doubt over the Group’s ability to continue as a going concern and be able to realise its assets and extinguish its liabilities in the normal course of business at the stated amounts in the financial statements. (b) Principles of consolidation (i) Subsidiaries Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group (refer to Note 1(aa)). Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. There are currently no non-controlling interests in the Group. (c) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. (d) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which it operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Collection House Limited’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. (iii) Group companies The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows: – assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; – income and expenses for each income statement and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and – all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate. 43 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements Summary of significant accounting policies (continued) 1 (e) Revenue recognition Revenue is recognised based on the consideration specified in the contract at the time when control over the good or service is transferred to the customer i.e. when performance obligations are satisfied. Revenue is recognised for the major business activities as follows: Interest income – Purchased Debt Ledgers (PDL’s) (i) Interest income is recognised using the application of the credit-adjusted effective interest rate (“EIR”) to the amortised cost of the PDLs under AASB 9 Financial Instruments. Interest is shown net of any adjustments to the carrying amount of PDLs as a result of changes in estimated cash flows. The EIR is the rate that discounts estimated future cash receipts of the PDLs to the net carrying amount (i.e. the price paid to acquire the asset). (ii) Call option income – reflects the revenue the company earns by selling the right to purchase future collections of an eligible portfolio of PDLs to a third party. Revenue is recognised for accounting purposes when a call option contract is signed, as from the date the third party receives a substantial portion of the cash flows and the Group has no future rights or entitlement to the collections on that portfolio. (iii) Rendering of services – commission revenue Revenue from rendering services is recognised based on the below conditions:- Category Rendering of services: Commission Revenue Nature and timing of satisfaction of Performance Obligations Revenue Recognition The Group receives commissions for the provision of debt collection services. Commission structures are based on contract terms and include; – Percentage based on the value of collections; – Fees for collection activities; – Fees for full time equivalents (FTE); and – Fees for other collection related services. The Group is also entitled to receive performance incentives, bonuses and rebates for various contracts. Where activities are performed by third parties, and are on-charged to the customer at cost or with a margin, the Group recognises revenue for these services as the Principal. Income is recognised over time with the relevant measure of progress being the collections output at the end of each period. Re-estimation of variable consideration is completed at each reporting date. (iv) Sale of non-current assets The net gain or loss on disposal of non-current assets is included as either income or an expense at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed. The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal. Sale of PDL assets is considered to be infrequent, thus classified as other revenue. The Group’s business model for PDL assets is to receive the contractual cash flows and not to sell. (v) Dividends Revenue from dividends and distributions from controlled entities is recognised by the Parent Entity when they are declared by the controlled entities. (f) Income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. 44 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 1 Summary of significant accounting policies (continued) The Group recognises a right-of-use asset and a lease liability at the lease commencement date. (f) Income tax (continued) Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Collection House Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (g) Leases (i) As a Lessee The Group leases many assets, including properties, vehicles and IT equipment. As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred substantially all of the risks and rewards of the ownership. Under AASB 16, the Group recognises right-of-use assets and lease liabilities for most leases i.e. these leases are on-balance sheet. The Group has elected not to recognise right-of-use assets and lease liabilities for some short-term leases and leases for which the underlying asset is a low value (e.g. IT equipment). The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently measured at cost less any accumulated depreciation and impairment losses, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate as the discount rate. The lease liability is subsequently measured at amortised cost using the effective interest method i.e. increased by the interest cost on the lease liability and decreased by lease payment made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Group is reasonably certain to exercise such option impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised. (ii) As a Lessor When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or operating lease. The Group sub-leases some of its premises. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It classifies the sub- lease as a finance lease or as an operating lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying assets. Refer to Note 1(aa) for further details. (h) Business combinations The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. 45 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 1 Summary of significant accounting policies (continued) (h) Business combinations (continued) The excess of the consideration transferred over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If this amount is less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. The recent amendment in AASB 3 Business Combinations enables the acquirer to apply a concentration test, which evaluates whether the majority of the fair value of assets acquired is concentrated into a single identifiable asset or group of assets. If this test is satisfied, the acquirer can elect to treat the entire transaction as an asset acquisition and avoid the accounting and disclosure obligations applicable to a business acquisition. Impairment of assets (i) Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other assets are reviewed 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 to sell 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). (j) Cash and cash equivalents For the purpose of presentation in the cash flow statement, 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 where applicable bank overdrafts. Where applicable, bank overdrafts are shown within borrowings in current liabilities in the consolidated balance sheet. (k) Trade receivables Trade receivables are recognised initially at fair value and subsequently carried at amortised cost using the effective interest method, less any impairment. Recognition and derecognition Regular way purchases and sales of financial assets are recognised on trade-date i.e. the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Impairment Expected losses for trade receivables are measured as life-time expected credit losses using the simplified method. (l) Other financial assets Classification The Group classifies financial assets as subsequently measured at either amortised cost or fair value on the basis of both the Group’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at each reporting date. (i) Financial assets subsequently measured at amortised cost - PDLs Classification PDLs have been included in this category of financial assets as the Group’s business model for managing the PDLs and the characteristics of the contractual cash flows of the financial asset are consistent with this measurement approach. PDLs are included as non-current assets, except for the amount of the ledger that is expected to be realised within 12 months of the balance sheet date, which is classified as a current asset. Measurement PDLs are initially recognised at cost, as cost reflects fair value plus any incidental costs of acquisition and thereafter measured at amortised cost using the credit-adjusted effective interest method, less any impairment losses. Impairment The carrying amount of the PDLs is continuously reviewed to ensure that the carrying amount is not impaired. Due to the characteristics of the Group’s investment in PDLs, they are considered as purchased or originated credit impaired (“POCI”) assets under AASB 9. Where the carrying amount exceeds the present value of the estimated future cash flows discounted at the asset’s Credit Adjusted Effective Interest Rate (“CAEIR”), the Group recognises an impairment loss. Favourable changes in lifetime expected credit losses are recognised as an impairment gain, even if the favourable change is more than the amount previously recognised in profit or loss. PDL is made up of different segments based on detailed customer level experience (historical performance), customer status, type of debt, payment arrangements and timing of cash flows received from customers. Different assumptions are applied based on the type of segment, resulting in different liquidation curves based on the type of debt, which will impact the overall PDL asset valuation. 46 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 1 Summary of significant accounting policies (continued) There is no movement between levels as compared to prior financial year. (l) Other financial assets (continued) Once the total estimated future cash flows are determined based on the Group’s strategy and macro-economic factors such as the COVID-19 impacts, the asset’s Credit adjusted Effective Interest Rate (“CAEIR”) will be applied to determine the present value at reporting date. In addition, an overlay will be applied to form the reflection of short to medium term economic impacts i.e. COVID-19 uncertainties, market volatility, unemployment, customer/Vendor market issues and any other risk factors based on the nature of the segment within the PDL asset. (ii) Equity investments At the initial recognition, the Group will measure a financial asset at fair value with the transaction costs that are directly attributable to the acquisition. The Group will make the designation whether the investments meet fair value through other comprehensive income (FVOCI) criteria based on the strategic purpose to hold the equity investment for long term rather than short term trading. After subsequent recognition, any gains or losses on these instruments are recognised in other comprehensive income and not the profit and loss. (m) Fair value estimation of financial assets and liabilities The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses estimated discounted cash flows to determine fair value. The Group measures fair values using the following fair value hierarchy and valuation techniques, which reflect the significance of the inputs used in making the measurements: – Level 1: This category includes assets and liabilities for which the valuation is determined from inputs based on un-adjusted quoted market prices in active markets for identical instruments; – Level 2: This category includes assets and liabilities for which the valuation is determined from inputs other than quoted prices included within level 1, which are observable either directly or indirectly. This includes the use of discounted cash flow analysis, option pricing models and other market accepted valuation models; and – Level 3: This category includes assets and liabilities for which the valuation includes inputs that are not based on observable market data. This includes equity instruments where there are no quoted market prices. The fair value hierarchy classification of instruments: – Purchased Debt Ledgers (PDL) – Level 2 – Borrowings – Level 2 – Equity instrument – Level 3 (n) Property, plant and equipment All items of property, plant and equipment are initially recorded at cost at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. Subsequent costs are included in the assets carrying amount, or recognised as a separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group, and the cost of the item can be measured reliably. Where settlement of any part of cash consideration is deferred, the amounts payable are recorded at their present value, discounted at the rate applicable to the Company if similar borrowings were obtained from an independent financier under comparable terms and conditions. The costs of assets constructed or internally generated by the Group, other than goodwill, include the cost of materials and direct labour. Directly attributable overheads and other incidental costs are also capitalised to the asset. Borrowing costs are capitalised to qualifying assets as set out in Note 1(r). Expenditure, including that on internally generated assets, is only recognised as an asset when the Group controls future economic benefits as a result of the costs incurred, it is probable that those future economic benefits will eventuate, and the costs can be measured reliably. Costs attributable to feasibility and alternative approach assessments are expensed as incurred. All assets are depreciated using the straight-line method over their estimated useful lives taking into account estimated residual values, with the exception of leased assets, which are depreciated over the shorter of the lease term and their useful lives. Assets are depreciated or amortised from the date of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use. The estimated useful lives of property, plant and equipment for current and comparative periods are as follows: – Plant and equipment – Computer equipment – Leased plant and equipment 4-12 years 3-5 years Term of Lease The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. When changes are made, adjustments are reflected prospectively in current and future periods only. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 1(i)). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. 47 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 1 Summary of significant accounting policies (continued) (o) Intangible assets (i) Goodwill Goodwill is measured as described in Note 1(h). Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segments (Note 4). (ii) IT development and software Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external direct costs of materials and service and direct payroll and payroll related costs of employees’ time spent on the project. Amortisation commences from the point at which the asset is ready for use, and is calculated on a straight-line basis over periods generally ranging from 2 to 10 years. Useful lives are reviewed at each reporting date and adjusted if appropriate. IT development costs include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the Group has an intention and ability to use the asset. (iii) Customer contracts The customer contracts were acquired as part of a business combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight- line basis over periods ranging from 2 to 10 years. (iv) Other intangible assets Licences and intellectual property are considered to have a definite useful life and are carried at cost less accumulated amortisation. All costs associated with the maintenance and protection of these assets are expensed in the period consumed. (p) Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. (q) Borrowings All borrowings are recognised at their principal amounts subject to set off arrangements which represent the present value of future cash flows associated with servicing the debt. Where interest is payable in arrears the interest expense is accrued over the period it becomes due and it is recorded at the contracted rate as part of “Other payables”. Where interest is paid in advance, the interest expense is recorded as a part of “Prepayments” and released over the period to maturity. Borrowings are removed from the consolidated 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. 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. (r) Borrowing costs Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed. Borrowing costs include interest, amortisation of discounts or premiums relating to borrowings, amortisation of ancillary costs incurred in connection with arrangement of borrowings, foreign exchange losses net of any hedged amounts on borrowings, including trade creditors and lease finance charges. Ancillary costs incurred in connection with the arrangement of borrowings are capitalised and amortised over the life of the borrowings. (s) Provisions (i) Make good The Group is required to restore the leased premises for a number of its premises to their original condition at the end of the respective lease terms. A provision has been recognised for the estimated expenditure required to remove any leasehold improvements. These costs have been capitalised as part of the cost of leasehold improvements and are amortised over the shorter of the term of the lease or the useful life of the assets. (ii) Legal provisions Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. 48 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 1 Summary of significant accounting policies (continued) (s) Provisions (continued) (iii) Recognition and measurement Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of each reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. (t) Employee benefits (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled 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 liability for annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. (ii) Long-term employee benefit obligations The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and 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. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. The obligations are presented as current liabilities in the consolidated balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when the actual settlement is expected to occur. (iii) Superannuation Plans The Company and other controlled entities make statutory contributions to several superannuation funds in accordance with the directions of its employees. Contributions are expensed in the period to which they relate. (iv) Share-based payments Share-based compensation benefits are provided via the Collection House Limited Performance Rights Plan. Further details are set out in Note 30. The fair value of the performance rights granted under the PRP was independently determined. The fair value at grant date has been calculated using the five day volume weighted average price (VWAP). The expense is recognised over the vesting period. The expense for each relevant financial year will require an assessment at each reporting date of the probability that each performance hurdle will be achieved. This probability factor will then be multiplied by the total number of rights apportioned to each performance hurdle to determine the number used in calculating the charge to profit and loss. Further details are set out in Note 30. (v) Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value. (u) Government grants – Grants related to income Government grants are recognised when there is reasonable assurance that the entity will comply with the conditions attaching to them and the grants will be received. The Group has received the Job Keeper payments to provide some relief from the COVID-19 effects. The Job Keeper grant is related to income, thus the payments are presented as part of profit or loss, which are deducted in reporting the related expense i.e. employment costs. Further details are set out in Note 6. (v) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Where any Group entity purchases the Company’s equity instruments, for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the equity holders of Collection House Limited as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the equity holders of Collection House Limited. (w) 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. 49 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 1 Summary of significant accounting policies (continued) (x) Earnings per share (i) 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 (Note 29). (ii) 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. (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 consolidated balance sheet. Cash flows are presented on a gross basis. 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. (z) Rounding of amounts The Company is of a kind referred to in ASIC Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. (aa) New accounting standards and interpretations The Group’s assessment of the impact of new standards and interpretations is set out below. The Group has adopted AASB 16 Leases from 1 July 2019. A number of other new standards are effective from 1 July 2019 but they do not have a material effect on the Group’s financial statements. (i) AASB 16 Leases AASB 16 introduced a single, on-balance sheet accounting model for leases. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments. Lessor accounting remains similar to previous accounting policies. The only exceptions are short-term and low-value leases. The Group has applied AASB 16 using the modified retrospective approach, under which the ROU asset is measured by recalculating as if AASB 16 had always been applied and the cumulative effect of initial application is recognised in retained earnings at 1 July 2019. Accordingly, the comparative information presented for 2019 has not been restated i.e. it is presented, as previously reported, under AASB 117 and related interpretations. The details of the changes in accounting policies are disclosed below. Definition of a lease The Group assessed whether a contract is or contains a lease based on the definition of a lease. Under AASB 16, a contract is or contains a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee The Group leases many assets, including properties, vehicles and IT equipment. As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred substantially all of the risks and rewards of the ownership. Under AASB 16, the Group recognises right-of-use assets and lease liabilities for most leases i.e. these leases are on-balance sheet. The Group has elected not to recognise right-of-use assets and lease liabilities for some short-term leases and leases for which the underlying asset is a low value (e.g. IT equipment). The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease. Transition The Group has undergone an assessment of the impact on its consolidated financial statements. The Group will recognise right-of-use assets in “property, plant and equipment” in the consolidated financial statement and lease liabilities for the operating lease agreements in other financial liabilities. At transition, for leases classified as operating leases under AASB17, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group’s incremental borrowing rate as at 1 July 2019. Right-of-use assets are measured at either: – Their carrying amount as if AASB 16 had been applied since the commencement date, discounted using the lessee’s incremental borrowing rate at the date of initial application – the Group applied this approach for all property leases; or – An amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments. 50 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 1 Summary of significant accounting policies (continued) (aa) New accounting standards and interpretations (continued) The Group used the following practical expedients when applying AASB 16 to leases previously classified as operating leases under AASB 117. – Applied the exemption not to recognise right-of-use assets and liabilities for leases with low value and less than 12 months of lease terms. – Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease. Subleases Significant accounting policies The Group subleases some of its premises. The accounting policies applicable to the Group as a lessor are not different from those under AASB 117. However, the Group as an intermediate lessor classifies the sublease as a finance lease or as an operating lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying assets. Transition Under AASB 117, the head lease and sub-lease contracts were classified as operating leases. On transition to AASB 16, the head lease and sub-lease contracts remain as operating leases thus the right-of-use asset and lease liability are recognised in the balance sheet. Impacts on financial statements On transition to AASB 16, the Group recognised additional right-of-use assets and additional lease liabilities, recognising the difference in retained earnings. The impact on transition is summarised below At 1 July 2019 Right-of-use assets presented in Property, plant and equipment Deferred Tax Retained Earnings Reversal of Rent Incentive Pre-AASB 16 Lease Liabilities presented in Other financial liabilities Amount ($’000) 32,201 1,621 3,805 5,620 (43,247) When measuring lease liabilities for leases that were classified as operating leases, the Group discounted lease payments using its incremental borrowing rate at 1 July 2019. The weighted average rate applied is 4.43%. In thousands of dollars 1 July 2019 Operating lease commitment at 30 June 2019 as disclosed in the Groups’ consolidated financial statements Additional operating lease recognised Extension options reasonably established Foreign exchange rate impact at reporting date Change in Rent Incentive Treatment in operating lease commitment notes Lease liabilities recognised at 1 July 2019 40,169 861 (1,602) (20) 3,839 43,247 Impacts for the period As a result of applying AASB 16, in relation to the leases that were previously classified as operating leases, the Group recognised $25.5 million of right-of-use assets and $37.6 million of lease liabilities as at 30 June 2020. Also in relation to those leases under AASB 16, the Group has recognised depreciation and interest costs, instead of operating lease expense. During the twelve months ended 30 June 2020, the Group recognised $5.5 million of depreciation charges and $1.9 million of interest costs from these leases presented in finance costs in Group’s income statement. (ab) Parent entity financial information The financial information for the parent entity, Collection House Limited, disclosed in Note 27 has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Collection House Limited. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. (ii) Tax consolidation legislation Collection House Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, Collection House Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right. In addition to its own current and deferred tax amounts, Collection House Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. 51 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 1 Summary of significant accounting policies (continued) (ab) Parent entity financial information (continued) The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Collection House Limited for any current tax payable assumed and are compensated by Collection House Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Collection House Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. 2 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances. The Group has been impacted by both the societal and economic impact of the COVID-19 virus. The longer term impact of the COVID-19 pandemic on the Australian economy and the Group remains uncertain. The severity of its impact will depend on its duration, customer behaviour, the success of the Government stimulus initiatives, and the general Australian economic recovery. Thus, COVID-19 requires focussed considerations and estimations, which has an impact on the valuation of the Group’s assets and liabilities. (a) Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (i) Estimated impairment of goodwill Annually the Group tests whether goodwill has suffered any impairment, in accordance with the accounting policy stated in Note 1(o). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions. Refer to Note 14 for details of these assumptions and the potential impact of changes to the assumptions. (ii) PDLs PDLs are considered as purchased or originated credit impaired (“POCI”) assets and are initially recognised at fair value plus any directly attributable acquisition costs. Subsequent to initial recognition, PDLs are measured at amortised cost using the credit-adjusted effective interest method, less/plus any impairment losses/gains. Management continue to monitor the performance and key estimates used in determining whether any objective evidence exists that a PDL may be impaired. This includes: – re-forecasting expected future cash flows every six months. An impairment is recognised where actual performance and re-forecast future cash flows deviate to below the initial effective interest rate. Refer to Note 10 for further details. – assessment of the credit-adjusted effective interest rate, which is the implicit interest rate based on forecast collections determined in the period of acquisition of an individual PDL and equates to the Internal Rate of Return (IRR) of the forecast cash flows without any consideration of collection costs. (iii) Estimated impairment of non-financial assets and intangible assets other than goodwill Annually the Group tests whether the non-financial assets or intangible assets of the Group (other than goodwill) have suffered any impairment, in accordance with the accounting policy stated in Note 1(i). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions. (iv) Performance rights The Group determines the amount to be posted to the share based payments reserve based on management’s best estimate of employees meeting their performance hurdles. The value of performance rights could change if the number of employees that meet their performance hurdles differs significantly from managements estimate. 52 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 2 Critical accounting estimates and judgements (continued) (b) Critical judgements in applying the entity’s accounting policies (a) Market risk Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Group’s income. (i) Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the New Zealand (NZ) Dollar and the Philippine Peso. Fluctuations in either of these currencies may impact the Group’s results. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. Sensitivity At 30 June 2020, had the Australian Dollar weakened/ strengthened by 10% against the NZ Dollar or the Philippine Peso with all other variables held constant, the impact for the year would have been immaterial to both profit for the year and equity. (ii) Cash flow and fair value interest rate risk The Group’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. During 2020 and 2019, the Group borrowings at variable rates were denominated in Australian Dollars only. All aspects of the financing arrangements, including interest rate structuring are reviewed as required during the life of the facility. The Group analyses interest rate exposure in the context of current economic conditions. Management monitors the impact on profits of specific interest rate increases, and annual budgets and ongoing forecasts are framed based upon Group and market expectations of interest rate levels for the coming year. (iii) Equity Risk The Group designated the investment in Volt Corporation Ltd as equity securities at fair value through other comprehensive income (FVOCI) because these equity securities represents investments that the Group intends to hold for the long term for strategic purposes. The fair value changes will impact other comprehensive income and reserve. Fair value is currently determined currently based on the valuation done by the Company as Volt Corporation Ltd’s shares are not traded in the active market at reporting period. More details can be found in Note 12. (i) Employee benefits Management judgment is applied in determining the key assumptions used in the calculation of long service leave at balance date, including future increases in wages and salaries, future on-cost rates, discount rates, and experience of employee departures and period of service. (ii) Useful lives of property, plant and equipment, and intangible assets other than goodwill The Group’s management determines the estimated useful lives and related depreciation and amortisation charges for property, plant and equipment at the time of acquisition. As described in Note 1(n) useful lives are reviewed regularly throughout the year for appropriateness. (iii) Lease terms used in AASB 16 Management uses judgement when determining the lease term if the contract contains options to extend or terminate the lease. (iii) Going Concern The Directors, having consideration for the current state of the Group’s operations, its cash flows, current progress with the recapitalisation process and its ability to comply with the Standstill Agreement, consider the Group will be able to pay its debts as and when they fall due for the period of at least 12 months from the date of signing the Group’s full-year financial statements for the period ended 30 June 2020. Refer to Note 1(a) for more details. 3 Financial risk management The Group’s financial assets and liabilities consist mainly of PDLs, deposits with banks, trade and other receivables, payables and borrowings. The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risks, and aging analysis for credit risk. Risk management is carried out by the Finance Team under policies approved by the Audit and Risk Management Committee of the Board. Under the authority of the Board of Directors the Audit and Risk Management Committee ensures that the total risk exposure of the Group is consistent with the Business Strategy and within the risk tolerance of the Group. Regular risk reports are tabled before the Audit and Risk Management Committee. Within this framework, the Finance Team identifies, evaluates and manages financial risks in close co-operation with the Group’s operating units. 53 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 3 Financial risk management (continued) (a) Market risk (continued) As at the reporting date, the Group had the following variable rate borrowings: Consolidated Borrowings Lease Liabilities Net exposure to cash flow interest rate risk 30 June 2020 30 June 2019 Weighted average interest rate % 3.3% 4.4% Weighted average interest rate % Balance $’000 3.8% 210,600 – – 210,600 Balance $’000 214,857 37,566 252,423 Sensitivity At 30 June 2020, if interest rates had changed by +/-25 basis points from the year end rates with all other variables held constant, post-tax profit for the year would have been $442,000 lower/higher (2019 - change of 25 bps: $369,000 lower/higher), mainly as a result of higher/lower interest expense from net borrowings. Other components of equity would have been $442,000 lower/ higher (2019 - $369,000 lower/higher) mainly as a result of an increase/decrease in cash not required for interest payments. Other financial assets and liabilities are not interest bearing and therefore are not subject to interest rate risk. The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate risk. Consolidated 30 June 2020 Borrowings Lease Liabilities Total increase/(decrease) in financial liabilities Consolidated 30 June 2019 Borrowings Lease Liabilities Total increase/(decrease) in financial liabilities Carrying amount $’000 214,857 37,566 Carrying amount $’000 210,600 – Interest rate risk –25 bps +25 bps Profit $’000 376 66 442 Equity $’000 376 66 442 Profit $’000 (376) (66) (442) Interest rate risk –25 bps +25 bps Profit $’000 369 – 369 Equity $’000 369 – 369 Profit $’000 (369) (–) (369) Equity $’000 (376) (66) (442) Equity $’000 (369) (–) (369) (b) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from cash and cash equivalents, as well as credit exposures to clients, including outstanding receivables and committed transactions. The carrying amount of financial assets represents the maximum credit exposure. Cash and cash equivalents Receivables* Purchased debt ledgers Other assets Total financial assets 54 30 June 2020 $’000 9,656 13,311 30 June 2019 $’000 1,596 13,429 184,728 410,303 222 167 207,917 425,495 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 3 Financial risk management (continued) (b) Credit risk (continued) The fair value of the above financial assets at the end of reporting period are: Cash and cash equivalents Receivables* Purchased debt ledgers Other assets Total financial assets 30 June 2020 $’000 9,656 13,311 30 June 2019 $’000 1,596 13,429 184,728 410,303 222 167 207,917 425,495 * The receivables include Job Keeper receivables of $2.8m Credit risk in relation to PDLs is managed via managements’ approach in determining the initial purchase price to pay for a portfolio of debt. At acquisition, the PDL is initially recognised at fair value at a portfolio level, being the transaction price and thereafter at amortised cost, less any impairment losses. Most PDLs, by their nature are impaired on acquisition which is reflected in the fair value at acquisition. Amortised cost is measured as the present value of forecast future of cash flows using the effective interest rate method. The effective interest rate is calculated on initial recognition and reflects a constant periodic return on the carrying value of the loans. Management continuously monitor cash flows and the carrying value of the PDLs. An impairment is assessed on a regular basis by management and is identified on a portfolio basis following evidence that the PDL is impaired. An impairment is recognised where actual performance and re-forecast future cash flows deviate to below the initial effective interest rate. Re-forecast of future cash flows can be caused by various factors including changes in customer expectations, changes in Management Collection strategy and approach, or market impacts. During the year ended 30 June 2020, an impairment charge of $238.9 million was recognised (30 June 2019: nil). All income from the recovery of PDLs has been recognised as interest. Ongoing credit risk is managed through the application of a valuation model, which forecasts recoverability based on the historical experience and future predictions of the company based on metrics such as recoverability, debt type, age, and customer status. The Group has no significant concentrations of trade credit risk. The Group has policies in place to ensure that services are made to customers with an appropriate credit history. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. Refer to Note 9 for further details. (c) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the dynamic nature of the underlying businesses, the Finance Team aims to maintain flexibility in funding by keeping committed credit lines available. Management monitors rolling forecasts of the Group’s liquidity reserve (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flow. Cash flows are forecast on a day-to-day basis across the Group to ensure that sufficient funds are available to meet requirements on the basis of expected cash flows In addition, the Group’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. Additional liquidity risk is portrayed by the net current asset deficiency that was driven by the reclassification of the Group’s Borrowing to a current liability and a significant portion of it’s PDL asset to current assets. A standstill agreement with the Group’s senior lenders was signed as at 9 April 2020. As a result, the Group’s lenders will not take any action during the standstill period (to 23 December 2020) in relation to any potential or existing defaults. The recapitalisation process was completed on 23 December 2020 resulting in the repayment of a significant portion of the outstanding standstill related loan facilities, an agreed ongoing new facility for the unpaid portion from the existing lenders, and a shorter term loan from the buyer of the sold PDL assets. The Standstill agreement is now null and void having been replaced by the new borrowing agreement with the Lenders dated 23 December 2020. 55 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 3 Financial risk management (continued) (c) Liquidity risk (continued) Financing arrangements Term debt facility Group set off Consolidated 30 June 2020 $’000 – – 30 June 2019 $’000 14,400 12,500 At 30 June 2020, there are no undrawn borrowing facilities, with no group set off and term debt option available at the end of reporting period. The Group is required to keep the finance provider fully informed of relevant details of the Group as they arise. Further details of the banking facility are set out in Note 18. Maturities of financial liabilities The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant. Contractual maturities of financial liabilities At 30 June 2020 Notes Less than 1 year $’000 Between 1 and 5 years $’000 Over 5 years $’000 Total contractual cash flows $’000 Non-derivatives Non-interest bearing Fixed rate Variable rate Total non-derivatives At 30 June 2019 Non-derivatives Non-interest bearing Fixed rate Variable rate Total non-derivatives 15 17 18 13,212 7,525 214,857 235,594 – 30,341 – 30,341 Less than 1 year $’000 Between 1 and 5 years $’000 Notes – 333 – 333 13,212 38,199 214,857 266,268 Over 5 years $’000 Total contractual cash flows $’000 15 17 18 14,609 – 1,937 5,053 14,667 31,213 195,933 200,986 – – – – 14,609 6,990 210,600 232,199 4 Segment information (a) Description of segments Individual business segments are identified on the basis of grouping individual products or services subject to similar risks and returns. The business segments reported are: Collection Services and Purchased Debt Ledgers. The Group has identified its operating segments based on the internal reports that are reviewed and used by the Chief Executive Officer in assessing performance and determining the allocation of resources. The consolidated entity is organised on a global basis into the following divisions by product and service type. Collection Services The earning of commissions on the collection of debts for clients. Purchased Debt Ledgers The collection of debts from client ledgers acquired by the Group. All other segments All other segments includes unallocated revenue and expenses, intersegment eliminations, interest, borrowings, and income tax expenses. 56 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 4 Segment information (continued) (b) Segment information provided to the Board 2020 Segment revenue Sales Intersegment sales Total sales revenue Interest and other income Total segment revenue Segment result Segment result Purchase Debt Ledger - Impairment Interest expense and borrowing costs Profit before income tax Income tax expense Profit for the year Segment assets and liabilities Segment assets Segment liabilities Other segment information Collection services $’000 Purchased debt ledgers $’000 All other segments $’000 Consolidated $’000 65,113 65,113 – 65,113 – – 86,746 86,746 – 65,113 (212) (212) – (212) 64,901 86,746 (212) 151,647 4,824 41,318 (4,551) 41,591 – (238,890) – (238,890) (9,751) (9,751) (207,050) 61,981 (145,070) 85,427 53,636 250,539 218,080 2,599 338,565 (868) 265,446 Acquisitions of property, plant and equipment, intangibles and other non-current segment assets 3,606 39,059 – 42,665 Total acquisitions Depreciation and amortisation expense Total depreciation and amortisation Other non-cash expenses 4,358 3,080 2,971 10,409 692 267,967 742 269,401 57 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 4 Segment information (continued) (b) Segment information provided to the Board (continued) 2019* Segment revenue Sales Intersegment sales Total sales revenue Interest and other income Total segment revenue Segment result Segment result Interest expense and borrowing costs Profit before income tax Income tax expense Profit for the year Segment assets and liabilities Segment assets Segment liabilities Other segment information Collection services $’000 Purchased debt ledgers $’000 All other segments $’000 Consolidated $’000 67,604 67,604 – 67,604 – – 93,660 93,660 9,264 52,090 – (207) (207) – (207) (10,093) (7,658) 67,604 (207) 67,397 93,660 161,057 51,261 (7,658) 43,603 (12,913) 30,690 56,423 30,598 416,862 211,720 (2,738) (919) 470,547 241,399 Acquisitions of property, plant and equipment, intangibles and other non-current segment assets Depreciation and amortisation expense Other non-cash expenses 4,627 2,229 241 139,033 1,624 80 – 771 1,346 143,660 4,624 1,667 * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) (c) Geographical information The consolidated entity operates in two main geographical areas, Australia and New Zealand. Segment revenues from sales to external customers Segment assets Acquisitions of property, plant and equipment, intangibles and other non-current segment assets 30 June 2020 $’000 30 June 2019 $’000 30 June 2020 $’000 30 June 2019 $’000 30 June 2020 $’000 30 June 2019 $’000 136,054 148,913 325,238 447,845 34,248 116,058 14,880 713 11,595 549 9,546 3,781 20,208 2,494 8,347 26,688 70 914 151,647 161,057 338,565 470,547 42,665 143,660 Australia New Zealand Philippines Segment revenues are allocated based on the country in which the customer is located. Segment assets and capital expenditure are allocated based on where the assets are located. 58 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 4 Segment information (continued) (c) Geographical information (continued) (i) Accounting policies Segment information is prepared in conformity with the accounting policies of the entity as disclosed in Note 1 (c) and AASB 8 Operating Segments. Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, property, plant and equipment and goodwill and other intangible assets, net of related provisions. While most of these assets can be directly attributable to individual segments, the carrying amounts of certain assets used jointly by segments are allocated based on reasonable estimates of usage. Segment liabilities consist primarily of trade and other payables, employee benefits and interest bearing liabilities. Segment assets and liabilities do not include income taxes. Unallocated items mainly comprise interest or dividend-earning assets and revenue, interest bearing loans, borrowing costs and corporate assets and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. (d) Other segment information Fees for services provided between segments are carried out at arm’s length and are eliminated on consolidation. The revenue from external parties reported to the chief operating decision maker is consistent with that in the income statement. 5 Revenue Gain on sale of PDLs Call option income Sublease income Other Consolidated 30 June 2020 $’000 6,367 617 672 792 30 June 2019 $’000 14,500 3,409 237 260 Other Revenue from continuing operations 8,448 18,406 59 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 6 Expenses Profit before income tax includes the following specific expenses: Depreciation Leasehold improvements, plant and equipment Total depreciation Amortisation Computer software Customer contracts Stamp Duty Total amortisation Total depreciation and amortisation Finance expenses Interest and finance charges paid/payable Lease interest – AASB16 Finance costs expensed Rental and Lease expenses Lease expenses Rent and outgoings Rental and Lease expenses Employee Expenses Employee Expenses Job Keeper Receipts** Total expense relating to Employee Expenses Consolidated 30 June 2020 $’000 30 June 2019* $’000 6,454 6,454 3,441 158 356 3,955 10,409 7,809 1,942 9,751 25 958 983 893 893 3,138 199 394 3,731 4,624 7,658 – 7,658 – 8,189 8,189 64,075 (6,649) 57,426 57,100 – 57,100 * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) ** The payments received from the ATO for the Job Keeper scheme are to be accounted for as a Government Grant. Grant-related income is presented as part of profit or loss. The Job Keeper payments received are deducted in the reporting of the related expense, under employee expenses. 60 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 7 Income tax expense Consolidated 30 June 2020 $’000 30 June 2019 $’000 (a) Income tax expense Income tax expense – Profit/(Loss) from continuing operations (61,980) 12,913 Income tax expense is attributable to: Current tax Deferred tax Under (over) provided in previous years Aggregate income tax expense Deferred income tax (revenue) expense included in income tax expense comprises: Decrease (increase) in deferred tax assets (Note 19) (Decrease) increase in deferred tax liabilities (Note 19) (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit/(Loss) from continuing operations before income tax expense Tax at the Australian tax rate of 30% (2019 – 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Non-deductible expenses Effect of tax rates in foreign jurisdictions Tax exempt (income) / loss Adjustments for current tax of prior periods Income tax expense 6 (62,065) 11,999 1,034 79 (120) (61,980) 12,913 (58,444) (3,621) (62,065) (456) 1,490 1,034 (207,050) (62,115) 43,603 13,080 32 24 21 7 (62,059) 13,108 79 79 (195) (195) (61,980) 12,913 8 Cash and cash equivalents (a) Reconciliation of cash at the end of the year The above figures are reconciled to cash at the end of the financial year as shown in the statement of cash flows as follows: Bank Overdraft Cash at bank and on hand Balances per statement of cash flows Consolidated 30 June 2020 $’000 – 9,656 9,656 30 June 2019 $’000 – 1,596 1,596 (b) Bank overdraft right of set-off With effect from 1 July 2004, the Company holds a contractual right of set-off between the current overdraft balance and the cash at bank balances. There is no Bank overdraft set-off during the standstill period due to the Standstill agreement conditions. 61 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 9 Trade and other receivables Current Net trade receivables Trade receivables Provision for impairment of receivables (a) Accrued revenue Other assets Job Keeper receivable Sublease receivable Prepaid expenses Non-current Sublease receivables Prepaid expenses Consolidated 30 June 2020 $’000 30 June 2019 $’000 4,854 (238) 4,616 2,724 524 2,817 153 2,477 13,311 469 271 740 6,434 (146) 6,288 3,039 938 – – 2,606 12,871 – 558 558 (a) Impaired trade receivables As at 30 June 2020 current trade receivables of the Group with a value of $651,000 (2019: $359,000) were assessed as potentially impaired. The amount of the provision was $238,000 (2019: $146,000). The individually impaired receivables mainly relate to debtors which have been outstanding for more than 90 days. It has been assessed that a portion of these receivables are expected to be recovered. There is no significant impact from COVID-19 on the trade receivables’ carrying value and the ageing of potential impaired debt has not materially increased when compared with the Group’s total trade receivables’ carrying value. The ageing of these receivables is as follows: Over 3 months Movements in the provision for impairment of receivables are as follows: At 1 July Provision for impairment recognised during the year Receivables written off during the year as uncollectible Unused amount reversed 62 Consolidated 30 June 2020 $’000 651 651 30 June 2019 $’000 359 359 Consolidated 30 June 2020 $’000 30 June 2019 $’000 146 483 (47) (344) 238 163 318 (42) (293) 146 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 9 Trade and other receivables (continued) (a) Impaired trade receivables (continued) The creation and release of the provision for impaired receivables has been included in ‘other expenses’ in the income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, it is expected that these amounts will be received when due. The Group does not hold any collateral in relation to these receivables. (b) Past due but not impaired As at 30 June 2020, trade receivables of the Group of $2,477,000 (2019: $3,736,000) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows: Up to 3 months Over 3 months 10 Purchased debt ledgers Current Non-current At beginning of year Net additions* Impairment Legal and court costs Gross PDL Collections Interest income Disposal of PDLs As end of year Consolidated 30 June 2020 $’000 1,331 1,146 2,477 30 June 2019 $’000 2,912 824 3,736 Consolidated 30 June 2020 $’000 172,541 12,187 184,728 30 June 2019 $’000 52,466 357,837 410,303 410,303 313,407 38,946 129,294 (238,890) 3,140 – 7,721 (97,780) (102,529) 79,261 75,419 (10,252) (13,009) 184,728 410,303 * Acquisition of ACM Group Limited and Receivables Management (NZ) Limited (RML) have met the AASB3 asset concentration test and treated as PDL acquisition in FY19. PDLs are considered as purchased or originated credit impaired (“POCI”) assets and are measured at amortised cost using the effective interest rate method in accordance with AASB 9: Financial Instruments. The credit-adjusted effective interest rate is the implicit interest rate based on forecast collections determined in the period of acquisition of an individual PDL and equates to the Internal Rate of Return (IRR) of the forecast cash flows without any consideration of collection costs. 63 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 10 Purchased debt ledgers (continued) Impairment Where the carrying amount exceeds the present value of the estimated future cash flows discounted at the asset’s original Effective Interest Rate (“EIR”), the Group recognises an impairment loss. During the reporting period, the Group undertook a comprehensive review of its operating model and collection strategies. The Group’s revised collection strategy enhances the level of care and customer focus applied to negotiate repayment solutions which appropriately matched the customers’ unique circumstances. The Group is committed on refocusing the establishment of payment arrangements which match our customers’ circumstances and simultaneously create a long term income stream for the Group. The economic effects of this decision are: 1. 2. total expected future recoveries from the portfolio may decrease due to the lower proportion of customers who will be subject to legal action; and the timing of cash flows received from customers will be elongated, to be more reflective of a traditional payment arrangement than a settlement arising from legal action The Group also considered the impacts of COVID-19 on it’s PDL asset value taking into account such factors as any further impact on legal processes and outcomes, recent CLH collection performance (which had stablised recently albeit at a lower level versus 12 months ago), the impact of unemployment levels (including jobkeeper) and other market factors upon existing and new arrangements, general impacts on the Australian economy, and comparable company reporting outcomes. In addition, in determining the expected credit loss on the PDL portfolio, the cash flows expected to be derived from the sale of the portfolio (Refer Note 32) were estimated and discounted at the portfolio’s original EIR as at 30 June 2020. This estimate took into account the market conditions, including economic factors and outlook as at 30 June 2020. Although the transaction was completed in December 2020, the market conditions impacting the expected cash flows have not changed significantly and therefore the expected cash flows have been adjusted to reflect the final transaction price as a subsequent event as it provides evidence of the amount of proceeds that could be expected from the sale of the portfolio at 30 June 2020. The PDL sale has led to the Group recognising an additional impairment to reflect the impact of the sale value versus the PDL book value ($111.5m before tax). The sale value is based on a 30 September 2020 closing balance and so an equivalent 30 June 2020 amount was derived taking into account additions and collections during the July to the expected completion date, derivation of interest income and timing of cashflows. As a result of the above factors, the PDL balance at 30 June 2020 has been subject to an impairment adjustment of $238.9 million before tax ($167.2 million after tax) determined by calculating the Net Present Value (NPV) of the expected future cash flow adjusted for the change in the Group’s collection strategy and the subsequent event PDL sale described above. 11 Other current assets Other deposits Current Consolidated 30 June 2020 $’000 222 222 30 June 2019 $’000 167 167 64 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 12 Equity investments Investment in Volt Corporation Ltd At beginning of year Additions Fair Value adjustment Consolidated 30 June 2020 $’000 4,868 4,868 8,500 30 June 2019 $’000 8,500 8,500 – – 8,500 (3,633) 4,868 – 8,500 The Group designated the investment in Volt Corporation Ltd as equity securities at fair value through other comprehensive income (FVOCI) because these equity securities represent investments that the Group intends to hold for the long term for strategic purposes. On 11 September 2019, there was the Share Split of Volt’s shares (inclusive of all classes) on the basis of 10 post-share split shares for every 1 pre-split share held. The Group still holds the same proportion of Volt’s share capital after the Share Split and existing rights remain unchanged. The investment in Volt Corporation Ltd represents the total of shares of 10,818,380 units at the share price of $0.7857 (Pre-share split: 1,081,838 units at the subscription price of $7.857). Based on Volt Corporation Ltd’s latest capital raising, the share price of the equity raised was at $0.45. This resulted in a decrease in valuation. The changes in fair value are captured within the fair value reserve and other comprehensive income. Fair value is based on level 3 inputs as Volt Corporation Ltd’s shares are not traded in an active market at reporting period, thus fair value is based on the valuation done by the company, which is available in their latest Information Memorandum (IM). 65 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 13 Property, plant and equipment Buildings $’000 Plant and equipment $’000 Leasehold improvements $’000 Motor Vehicles $’000 Work-in- progress $’000 At 1 July 2018 Cost or fair value Accumulated depreciation Net book amount Year ended 30 June 2019 Opening net book amount Additions Disposals Depreciation charge Transfers Closing net book amount At 30 June 2019 Cost or fair value Accumulated depreciation Net book amount Year ended 30 June 2020 Opening net book amount *AASB 16: Initial recognition Additions Disposals Depreciation charge Transfers Closing net book amount At 30 June 2020 Cost or fair value Accumulated depreciation Net book amount – – – – – – – – – – – – 9,158 (8,210) 948 948 717 (0) (543) 171 5,177 (4,455) 722 722 737 (0) (351) – 1,293 1,108 10,046 (8,753) 1,293 5,914 (4,806) 1,108 – – – – 9 – – – 9 9 – 9 414 – 414 414 57 – – (171) 300 300 – 300 Buildings* $’000 Plant and equipment* $’000 Leasehold improvements $’000 Motor Vehicles* $’000 Work-in- progress $’000 – 1,293 1,108 32,201 – (1,105) (5,666) – 25,430 31,096 (5,666) 25,430 – 730 – (574) 17 1,466 10,793 (9,327) 1,466 – 224 – (255) – 1,077 6,138 (5,061) 1,077 9 – 59 – (21) – 47 68 (21) 47 300 – – – – (23) 277 277 – 277 Total $’000 14,749 (12,665) 2,084 2,084 1,520 (0) (894) – 2,710 16,269 (13,559) 2,710 Total $’000 2,710 32,201 1,013 (1,105) (6,516) (6) 28,297 48,372 (20,075) 28,297 * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) (a) Non-current assets pledged as security Refer to Note 18 for information on non-current assets pledged as security by the Group. 66 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 14 Intangible assets At 1 July 2018 Cost Accumulated amortisation and impairment Net book amount Year ended 30 June 2019 Goodwill $’000 Computer software $’000 Customer contracts $’000 Other intangible assets $’000 Work-in- progress – cost* $’000 Total $’000 23,490 27,526 2,487 (3,768) 19,722 (14,720) 12,806 (1,677) 810 Opening net book amount 19,722 12,806 Exchange differences Additions - internal development Amortisation charge Impairment charge Disposals Transfers 4 – – – – – Closing net book amount 19,726 – 378 (3,100) – (10) 1,891 11,965 810 – – (199) – – – 611 171 (171) – – – – – – – – – 827 54,501 (124) 703 (20,460) 34,041 703 – 2,753 – – – (1,916) 1,540 34,041 4 3,131 (3,299) – (10) (25) 33,842 At 30 June 2019 Cost Accumulated amortisation and impairment Net book amount 23,490 29,785 2,487 171 1,664 57,597 (3,764) 19,726 (17,820) 11,965 (1,876) 611 (171) – (124) 1,540 (23,755) 33,842 Goodwill $’000 Computer software $’000 Customer contracts $’000 Other intangible assets $’000 Work-in- progress – cost* $’000 Total $’000 Year ended 30 June 2020 Opening net book amount 19,726 11,965 Exchange differences Additions – internal development Amortisation charge Impairment charge Disposals Transfers (2) – – – – – Closing net book amount 19,724 – 458 611 – – (3,392) (159) – – 927 9,958 – – – 452 – – – – – – – – 1,540 33,842 – 2,187 – – – (850) 2,877 (2) 2,645 (3,551) – – 77 33,011 At 30 June 2020 Cost Accumulated amortisation and impairment Net book amount 23,490 31,170 2,487 171 3,001 60,319 (3,766) 19,724 (21,212) (2,035) 9,958 452 (171) – (124) (27,308) 2,877 33,011 * Work-in-progress includes capitalised development costs of an internally generated intangible asset which is under development. 67 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 14 Intangible assets (continued) (a) Impairment tests for goodwill All goodwill is allocated to the Company’s Collection Services cash-generating unit (CGU). The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on the financial budget for the first year approved by management, which is then extrapolated to cover a an additional 4 year period (total 5 years) and include a terminal value calculation, which used a long-term growth rate of 2.5% (FY2019: 2.5%) and is in line with the long-term targeted inflation set by the Reserve Bank of Australia. (b) Key assumptions used for value-in-use calculations CGU Growth rate (revenue) Growth rate (expenses) Discount rate * 30 June 2020 % 30 June 2019 % 30 June 2020 % 30 June 2019 % 30 June 2020 % 30 June 2019 % Collection services 3.9 to 5.0 5.00 0.0 to 4.7 3.00 13.11 12.70 * In performing the value-in-use calculation, the Group has applied the post-tax discount weighted average cost of capital to discount the forecast future attributable post tax cash flows. (c) Impairment charge As a result of the impairment evaluation, the Group has determined that the carrying value of intangible assets does not exceed their value-in-use, and no impairment charge was required (2019: Nil). (d) Impact of possible changes in key assumptions Collection services There is a substantial margin between the calculated value-in-use and the carrying value of all assets within the CGU, and as such there is no reasonably possible change in key assumptions that would give rise to an impairment. The impairment assessment includes stress tests done on the key assumptions i.e. changes in WACC and cash inflow used to calculate the value-in-use (VIU) and there is no indication of impairment due to the substantial headroom to support the carrying value of Goodwill. Covid-19 The Group’s performance and operations have been impacted by both the societal and economic impact of the COVID-19 virus. The value-in-use calculations use cash flow projections that have incorporated the COVID-19 effects. Growth rates have been adjusted to a conservative position due to the COVID-19 challenges, to reflect the increased volatility and uncertainty in the impairment model. WACC The change in WACC is the reflection of current cost of debt and equity. The change is due to market conditions and the general impact of higher debt over the whole financial year. 68 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 15 Trade and other payables Trade payables Accrued expenses Other payables 16 Provisions Current Employee benefits Make good Fringe benefits tax Non-current Employee benefits Consolidated 30 June 2020 $’000 5,339 5,729 2,144 30 June 2019 $’000 5,579 7,633 1,397 13,212 14,609 Consolidated 30 June 2020 $’000 30 June 2019 $’000 3,832 552 35 4,419 142 142 3,123 652 35 3,810 103 103 (a) Movements in provisions Movements in each class of provision during the financial year, other than employee benefits, are set out below: 2020 Current Carrying amount at start of year – additional provisions recognised – payments/provision used Carrying amount at end of year 2019 Current Carrying amount at start of year – additional provisions recognised – payments/provision used Carrying amount at end of year Make good $’000 Fringe benefits tax $’000 652 – (100) 552 570 82 – 652 35 236 (236) 35 5 201 (171) 35 69 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 16 Provisions (continued) (b) Superannuation plans All employees are entitled to varying levels of benefits on retirement, disability or death. The superannuation plans provide accumulated benefits. Employees contribute to the plans at various percentages of their wages and salaries. Where there is a legal requirement the Company contributes the appropriate statutory percentage of employees’ salaries and wages. 17 Other financial liabilities Current Lease liabilities** Other current financial liabilities Non-current Lease liabilities** Consolidated 30 June 2020 $’000 30 June 2019* $’000 6,892 633 7,525 30,674 30,674 572 1,365 1,937 5,053 5,053 The total cash outflow for lease during the year was $7.7 million, which comprises of the payment of principal and interest. * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) ** As a result of applying AASB 16, in relation to the leases that were previously classified as operating leases, the Group recognised $43.2 million of lease liabilities as at 1 July 2019. 18 Borrowings Secured Bank loans – current Bank loans – non-current Total secured borrowings Consolidated 30 June 2020 $’000 30 June 2019 $’000 214,857 – 214,857 14,667 195,933 210,600 All bank loans are denominated in Australian dollars and are secured by a fixed and floating charge over all of the assets and any uncalled capital of the parent entity and of its Australian-owned entities. 70 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 18 Borrowings (continued) The carrying amounts of assets pledged as security for borrowings are: Current Floating charge Cash and cash equivalents Receivables Purchased debt ledgers Total current assets pledged as security Non-current Floating charge Receivables Purchased debt ledgers Plant and equipment* Total non-current assets pledged as security Total assets pledged as security Consolidated 30 June 2020 $’000 30 June 2019 $’000 Notes 8 9 10 9 10 13 9,656 13,311 172,541 195,508 740 12,188 2,805 15,733 211,241 1,596 12,871 52,466 66,933 558 357,837 2,710 361,105 428,038 * This excludes ROU assets ($25.5 million) that were recognised due to AASB16. (b) Fair value The carrying amounts and fair values of borrowings at the end of reporting period are: Group On-balance sheet (i) Non-traded financial liabilities Bank loans – current Bank loans – non-current 30 June 2020 30 June 2019 Carrying amount $’000 Fair value $’000 Carrying amount $’000 Fair value $’000 214,857 214,857 – – 214,857 214,857 14,667 195,933 210,600 14,667 195,933 210,600 As noted, none of the classes of liabilities are readily traded on organised markets in standardised form. (i) On-balance sheet The fair value of current borrowings equals their carrying amount. The facility is structured as a series of loan instruments which are repriced on a regular basis with terms of less than six months, and the impact of discounting on such instruments is not material. The rolling nature of the loan instruments is designed to provide the Group with maximum flexibility within the overall facility. The Group’s total borrowings were re-classified to current liability as the Group were unable to comply with a number of its banking covenants after the impairment adjustment to its PDL assets as at 31 December 2019. As at 9 April 2020, the Group entered into a Standstill Agreement (SA) with its lenders. With the SA in place, the Group’s lenders did not take any action during the period to 23 December 2020 (the standstill period) in relation to any potential or existing defaults that occurred under the facilities prior to the commencement of the standstill period. The maturity dates of its lending facilities have been adjusted to 23 December 2021. Refer to the Group’s capital management are disclosed in Note 20 (h) for more details. (c) Risk exposures Information about the Group’s exposure to interest rate and foreign currency changes is provided in Note 3. For an analysis of the sensitivity of borrowings to interest rate risk and foreign exchange risk refer to Note 3. 71 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 19 Deferred tax balances (a) Deferred tax assets The balance comprises temporary differences attributable to: Tax losses Project Costs – Refinancing Transaction Fair Value Adjustment – Volt Investment Lease Liabiity – AASB 16 PDL Impairment Provisions and employee benefits Lease Incentives Accruals Share based payments Doubtful debts Other Set-off of deferred tax liabilities pursuant to set-off provisions (b) Net deferred tax assets Movements: Opening balance at 1 July Credited / (charged) to the retained earnings Credited / (charged) to the fair value reserve Credited / (charged) to the current tax liability Credited / (charged) to the income statement Closing balance at 30 June Consolidated 30 June 2020 $’000 30 June 2019 $’000 591 714 1,090 11,220 59,113 1,562 – 124 65 72 16 74,567 (10,835) 63,732 3,704 11,240 1,090 89 58,444 74,567 161 – – – – 1,578 1,688 77 156 44 – 3,704 (3,704) – 3,248 – – 456 3,704 72 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 19 Deferred tax balances (continued) Movements – Consolidated Provisions and employee benefits $’000 Tax losses $’000 Lease incentive $’000 Lease Liability $’000 Share based payments $’000 Accruals $’000 PDL Impair- ment $’000 Fair Value - Volt $’000 Doubtful debts $’000 Project Cost $’000 Others $’000 Total $’000 At 30 June 2018 – to profit or loss 73 88 1,356 1,731 222 (43) At 30 June 2019 161 1,578 1,688 – – – – 156 156 80 (3) 77 – – – – – – 49 (5) 44 – – – – – – 3,289 415 3,704 Movements – Consolidated Provisions and employee benefits $’000 Tax losses $’000 Lease incentive $’000 Lease Liability $’000 Share based payments $’000 Accruals $’000 PDL Impair- ment $’000 Fair Value - Volt $’000 Doubtful debts $’000 Project Cost $’000 Others $’000 Total $’000 At 30 June 2019 161 1,578 1,688 – 156 – to Retained Earnings – to profit or loss – to Fair value Reserve – to current tax liability – 331 – 99 – (1,688) 12,928 (16) – – (1,698) – (10) – – – – – (91) – – 77 – 47 – – – – 59,113 – – – – – 1,090 – 44 – 28 – – – – – – 3,704 11,240 714 16 58,444 – – – – 1,090 89 At 30 June 2020 591 1,562 11,220 65 124 59,113 1,090 72 714 16 74,567 (b) Deferred tax liabilities The balance comprises temporary differences attributable to: Property, plant and equipment Purchased debt Ledger (Legal and Court cost) Sublease Receivables JobKeeper Receivables Prepayments Total deferred tax liabilities Set-off of deferred tax liabilities pursuant to set-off provisions (a) Net deferred tax liabilities Consolidated 30 June 2020 $’000 30 June 2019 $’000 9,798 – 187 845 5 10,835 10,835 (10,835) – 2,600 2,602 – – 7 5,209 5,209 (3,704) 1,505 73 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements Consolidated 30 June 2020 $’000 30 June 2019 $’000 5,209 9,612 (3,986) 10,835 3,864 – 1,345 5,209 Total $’000 3,864 1,345 5,209 Total $’000 5,209 9,612 (3,986) 10,835 19 Deferred tax balances (continued) Movements: Opening balance at 1 July Charged / (credited) to the Retained Earnings Charged / (credited) to the income statement (Note 7) Closing balance at 30 June Movements – Consolidated At 30 June 2018 – to profit or loss At 30 June 2019 Movements – Consolidated At 30 June 2019 – Retained Earnings – to profit or loss At 30 June 2020 Property, plant and equipment $’000 Purchased Debt Ledger – Legal and Court Cost $’000 3,115 (515) 2,600 743 1,859 2,602 Property, plant and equipment $’000 Purchased Debt Ledger – Legal and Court Cost $’000 2,600 9,612 (2,414) 9,798 2,602 – (2,602) – Prepayments $’000 Sublease Receivables $’000 JobKeeper Receivables $’000 6 1 7 – – – – – – Prepayments $’000 Sublease Receivables $’000 JobKeeper Receivables $’000 7 – (2) 5 – – 187 187 – – 845 845 74 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 20 Contributed equity (a) Share capital Ordinary shares – fully paid Treasury shares Total contributed equity Company Company 2020 Shares 2019 Shares 2020 $’000 2019 $’000 141,948,162 139,279,060 120,260 117,077 (512,317) (467,482) (693) (664) 141,435,845 138,811,578 119,567 116,413 (b) Movements in ordinary share capital Issues of ordinary shares during the year Date Details 1 July 2018 Opening balance 26 October 2018 Dividend reinvestment plan issues 28 March 2019 Dividend reinvestment plan issues Less: Transaction costs arising on share issues Less: Transaction costs arising on share issues 30 June 2019 1 July 2019 Closing balance Opening balance 12 September 2019 Performance Rights Plan Less: Transaction costs arising on share issues 30 September 2019 Share Issuance: Exempt Employee Share Plan 25 October 2019 Dividend reinvestment plan issues Less: Transaction costs arising on share issues 30 June 2020 Closing balance Number of shares $’000 137,152,058 114,195 1,018,199 1,108,803 – 139,279,060 139,279,060 1,141,738 – 154,795 1,468 (8) 1,429 (7) 117,077 117,077 1,416 (7) 197 1,372,569 1,584 – (7) 141,948,162 120,260 (c) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. (d) Treasury shares When share capital recognised as equity is repurchased or held by employee share plans and subject to vesting conditions, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity. (e) Dividend reinvestment plan The Company has established a dividend reinvestment plan under which holders of ordinary shares may elect to have all or part of their dividend entitlements satisfied by the issue of new ordinary shares rather than by being paid in cash. Shares are issued under the plan at a 5% discount to the market price. As noted in the Directors’ report, the Dividend reinvestment plan has not been activated in relation to the FY20 Dividends. (f) Employee share scheme Information relating to the employee share scheme, including details of shares issued under the scheme, is set out in Note 30. 75 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 20 Contributed equity (continued) (g) Performance rights Information relating to the performance rights plan adopted as a means of rewarding and incentivising key employees, including details of rights issued during the financial year, is set out in Note 30. (h) Capital management The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, and to provide adequate returns for shareholders and benefits for other stakeholders. “Capital” includes all funding provided under the Group’s funding facility (net of cash balances for which a right of offset is held) plus equity as shown in the balance sheet. In order to maintain or adjust the capital structure, the Group may: – draw down or repay debt funding; – adjust the amount of dividends paid to shareholders; – negotiate new or additional facilities or cancel existing ones; – return capital to shareholders or issue new shares or – sell assets to reduce debt. The Group manages capital to ensure that the goals of continuing as a going concern and the provision of acceptable stakeholder returns are met. Arrangements with the Group’s financiers are in place to ensure that there is sufficient credit available to meet unforeseen circumstances should they arise. Financing facilities are renegotiated on a regular basis to ensure that they are sufficient for the Group’s projected growth plus a buffer. As far as possible, asset purchases are funded from operational cash flow, allowing available financing to be maintained. Cash is monitored on a daily basis to ensure that immediate and short term requirements can be met. During the standstill period, additional cash monitoring and controls are added to ensure standstill conditions are not breached including financial covenants that have been put in place. Detailed cash monitoring enables the Group to reduce the risk of liquidity and going concern issues. Management of the mix between debt and equity impacts the Group’s Cost of Capital and hence ability to provide returns to stakeholders, primarily the funding institutions and shareholders. The Group maintains its debt-to-equity mix in accordance with its immediate needs and forecasts at any point in time. Effective management of the capital structure maximises profit and hence franked dividend returns to shareholders. When additional funding is required, it is sourced from either debt or equity, depending upon management’s evaluation as to which is the most appropriate at that point in time. The financing facility includes all funding provided by the Group’s main bankers. Details of financing facilities are set out in Note 3. Quantitative analyses are conducted by management using contributed equity balances shown above together with the drawn and undrawn loan balances disclosed in Note 3. As part of the financing facility, the Company is required to monitor a number of financial indicators as specified by the financiers. This strategy was followed during both the 2020 and 2019 financial years. As at 31 December 2019, the Group recognised an impairment adjustment to its PDL assets. As a result, the Group was unable to comply with a number of its banking covenants after the impairment adjustment, which resulted to the reclassification of the Group’s total borrowings to current liability. As at 9 April 2020, the Group entered into a Standstill Agreement (SA) with its lenders. With the SA in place, that the Group’s lenders will not take any action during the period to 23 December 2020 (the standstill period) in relation to any potential or existing defaults that occurred under the facilities prior to the commencement of the standstill period. Subject to compliance with its terms, the SA, among other things, modifies the financial covenants under the Group’s lending facilities during the standstill period. In addition, the maturity dates of its lending facilities have been adjusted to 23 December 2021 and the Group has suspended any dividend or other distribution payments during the standstill period. The Group has been monitoring the indicators on a monthly basis and reporting to the funding providers based on the standstill agreement conditions. The Group has agreed with its lenders a programme to recapitalise the Group in order to reduce debt and restore those financial covenants to a sustainable level. The recapitalisation process has been completed as at 23 December 2020 with the proceeds from a sale of its Australian PDL assets being applied to the repayment of the majority of its existing facilities and they will then provide an ongoing funding facility for the remaining approximate $62m (amount to be finalised on settlement of the PDL Assets sale). There is also a bank guarantee facility of $8.6m and a short term loan of $15m from the Credit Corp Group. 76 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 21 Reserves and retained earnings (a) Reserves Fair Value reserve Share-based payments reserve Foreign currency translation reserve Movements: Share-based payments reserve Balance 1 July Rights expense Balance 30 June Movements: Foreign currency translation reserve Balance 1 July Currency translation differences arising during the year Balance 30 June (b) Retained earnings Movements in retained earnings were as follows: Balance 1 July AASB 16 – Adjustment on application Net profit/(loss) for the year Dividends Balance 30 June Consolidated 30 June 2020 $’000 (2,542) 470 (2,107) (4,179) 30 June 2019 $’000 – 2,472 (2,107) 365 Consolidated 30 June 2020 $’000 30 June 2019 $’000 2,472 (2,002) 470 1,622 850 2,472 Consolidated 30 June 2020 $’000 30 June 2019 $’000 (2,107) – (2,107) (1,465) (642) (2,107) Consolidated 30 June 2020 $’000 30 June 2019 $’000 112,370 92,693 (3,805) (145,070) (5,764) – 30,690 (11,013) (42,269) 112,370 77 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 21 Reserves and retained earnings (continued) (c) Nature and purpose of reserves (i) Share-based payments reserve The share based payments reserve is used to recognise the fair value of performance rights issued to employees that have not yet vested, or those that have vested at year end but not yet been issued as shares. (ii) Foreign currency translation reserve Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as described in Note 1(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. (iii) Fair Value reserve Changes in fair value through other comprehensive income are recognised in the Fair Value reserve. Any changes will be net of tax thus corresponding impact from any changes in the deferred tax are also recognised in the Fair Value reserve. 22 Dividends (a) Ordinary shares Fully franked final dividend for the year ended 30 June 2019 – 4.1 cents per share (2018 – 3.9 cents) Fully franked interim dividend for the year ended 30 June 2020 – N/A (2019 – 4.1 cents) Dividends paid in cash or satisfied by the issue of shares under the dividend reinvestment plan during the years ended 30 June 2020 and 2019 were as follows: Paid in cash Satisfied under the Dividend Reinvestment Plan (b) Dividends not recognised at the end of the reporting period No Dividends were recommended as part of the conditions of the standstill agreement (2019 – 4.1 cents, fully franked) Consolidated 30 June 2020 $’000 30 June 2019 $’000 5,764 5,348 – 5,764 5,665 11,013 4,180 1,584 5,764 8,116 2,897 11,013 Consolidated 30 June 2020 $’000 30 June 2019 $’000 – – 5,710 5,710 78 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 22 Dividends (continued) (c) Franked dividends Franking credits available for subsequent financial years based on a tax rate of 30% (2019 - 30%) Consolidated 30 June 2020 $’000 55,414 55,414 30 June 2019 $’000 48,178 48,178 The above amounts represent the balance of the franking account as at the end of the reporting period, adjusted for: (a) (b) (c) franking credits that will arise from the payment of the amount of the provision for income tax; franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date; and (d) franking credits that may be prevented from being distributed in subsequent financial years. The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of subsidiaries were paid as dividends. 23 Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: Audit and review services (a) Auditors of the Company – KPMG Audit and review of the financial statements Other regulatory audit services Total auditors' remuneration (b) Other auditors – Villaruz, Villaruz & Co (“VVC”) Audit and review of the financial statements - Manila Total auditors' remuneration Other services Auditors of the Company – KPMG In relation to accounting advice and due diligence services In relation to taxation services Consolidated 30 June 2020 $ 30 June 2019 $ 411,547 71,720 258,280 69,800 483,267 328,080 9,575 9,575 5,105 5,105 – 267,760 267,760 196,690 120,700 317,390 79 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 24 Contingencies (a) Contingent liabilities The Group had contingent liabilities at 30 June 2020 in respect of: Claims On 15 March 2019, the Group was provided with a copy of a claim and statement of claim, which had been filed in the Supreme Court of Queensland on the same date. The claim for damages is for $2,800,000 and proceedings are still being defended by the Group. Purchase Agreement with Put & Call Option with Insolve Capital Australia Pty Ltd (Balbec Capital LP) (a) The Group had assigned five years’ cash flow to Insolve Capital Australia Pty Ltd (Balbec Capital LP) through a put and call option agreement. (b) The Group has the option to repurchase the residual rights to collect the remaining arrangements at the end of the five-year agreement, at a market price determined by the performance of the accounts during the term of the agreement. The two purchase agreements with Put & Call option have the following expiry dates: – – 3 November 2023 2 December 2024 Guarantees (a) Bank Guarantees (secured) exist in respect of satisfying contract terms amounting to $6,732,284 (2019: $6,732,334). During the period, the increase is mainly contributed by new Bank Guarantees that were required to secure performance of new Lease premises. (b) Guarantees and Indemnities (secured) given by the Company and certain of its subsidiaries in support of the existing Syndicated Loan Facility provided by Westpac Banking Corporation and Commonwealth Bank of Australia, are currently in place. Paragraphs (a) and (b) above are secured by a Fixed and Floating charge over the assets of the Company and certain of its subsidiaries of the Group and may give rise to liabilities in the Group, if the associates do not meet their respective obligations under the terms of the contracts, subject to the guarantees. No material losses are anticipated in respect of any of the above contingent liabilities. 25 Commitments (a) Capital commitments Capital expenditure contracted for in relation to purchased debt commitments at the reporting date but not recognised as liabilities is as follows: Within one year Later than one year, but not later than five years Consolidated 30 June 2020 $’000 13,988 1,910 15,898 30 June 2019 $’000 38,387 4,616 43,003 80 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 25 Commitments (continued) (b) Non-cancellable leases The Group leases its offices under non-cancellable leases expiring at various times during the next ten years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Commitments for minimum lease payments in relation to non-cancellable leases are payable as follows: Within one year** Later than one year but not later than five years** Later than five years** Consolidated 30 June 2020 $’000 30 June 2019* $’000 – – – – 3,236 31,605 5,328 40,169 * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. ** Following the adoption of AASB 16, the Group has presented right of use assets within property, plant and equipment and lease liabilities within other financial liabilities. See Note 1. 26 Related party transactions (a) Group companies Details of the parent company, the ultimate parent company and interests in subsidiaries are set out in Note 28. (b) Key management personnel compensation Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments Consolidated 30 June 2020 $ 30 June 2019 $ 2,592,682 2,479,189 235,195 183,028 65,336 117,619 – 54,049 208,938 565,295 3,010,832 3,490,499 Detailed remuneration disclosures are provided in sections A-J of the remuneration report on pages 21 to 34. (c) Other transactions with key management personnel or entities related to them No other transactions were made with key management personnel or entities related to them other than as appropriate payments for performance of their duties. (d) Transactions with other related parties The classes of non director-related parties are: – wholly owned controlled entities; – directors of related parties and their director-related entities. Transactions There were no transactions with directors of related parties and their director-related entities. Transactions with wholly owned related parties are eliminated on consolidation. 81 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 27 Parent entity financial information (a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: Balance sheet Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Shareholders’ equity Contributed equity Reserves Retained earnings Capital and reserves attributable to owners of Collection House Limited Profit or (loss) for the year Total comprehensive income Company 30 June 2020 $’000 30 June 2019* $’000 14,923 421,228 436,151 6,612 431,439 438,051 231,887 26,790 72,767 248,696 304,654 275,486 119,567 116,413 (2,072) 14,002 2,475 43,677 131,497 162,565 (20,486) (20,486) 18,868 18,868 * The Group has initially applied AASB 16 at 1 July 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the cumulative effect of initially applying AASB 16 is recognised in retained earnings at the date of initial application. See Note (1) (b) Guarantees entered into by the parent entity The parent entity has entered into guarantees with certain of its subsidiaries as set out in Note 24. No liability was recognised by the parent entity or the consolidated entity in relation to this guarantee, as the fair value is immaterial. (c) Contingent liabilities of the parent entity Refer to Note 24 for contingent liabilities entered into by the Group. For information about guarantees given by the parent entity, please see above. 82 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 28 Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 1(b): 2020 % 2019 % Parent and Ultimate Parent company: Collection House Limited Controlled entities – incorporated in Australia Safe Horizons Pty Ltd (formerly Cash flow Accelerator Pty Ltd) ThinkMe Finance Pty Ltd Collective Learning and Development Pty Ltd CLH Legal Group Pty Ltd Lion Finance Pty Ltd Midstate CreditCollect Pty Ltd CLH Business Services Pty Ltd Collection House Limited Employee Share Plan Trust Controlled entities – incorporated in New Zealand Collection House (NZ) Limited Lion Finance Limited Receivables Management (NZ) Limited Receivables Management (International) Limited Creditnet International Limited Receivables Finance Limited Southern Receivables Limited ** R.J.K Receivables Limited ** Allied Recoveries Limited ** Controlled entities – incorporated in Philippines Collection House International BPO, Inc * 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – – 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 * Collection House International BPO, Inc started up on 10 May 2012 and commenced business operations on 1 April 2013. While Collection House Limited holds legal and beneficial ownership of 9,995 issued shares in the subsidiary, it has beneficial ownership of 5 issued shares in the subsidiary, held on trust for Collection House Limited by each of the five appointed directors of the subsidiary, in accordance with Philippines law, representing all of the issued shares in the subsidiary currently. ** As of 28 June 2019, Allied Recoveries Limited and R.J.K. Receivables Limited have been amalgamated to become Southern Receivables Limited. 29 Earnings/(Loss) per share (a) Basic earnings/(loss) per share From continuing operations attributable to the ordinary equity holders of the Company Total basic earnings per share attributable to the ordinary equity holders of the Company (b) Diluted earnings/(loss) per share From continuing operations attributable to the ordinary equity holders of the Company Total diluted earnings per share attributable to the ordinary equity holders of the Company Consolidated 30 June 2020 Cents 30 June 2019 Cents (103.2) (103.2) (103.2) (103.2) 22.3 22.3 22.0 22.0 83 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 29 Earnings/(Loss) per share (continued) (c) Reconciliations of earnings/(loss) used in calculating earnings/(loss) per share Basic earnings/(loss) per share Profit/(Loss) attributable to the ordinary equity holders of the Company used in calculating basic earnings per share Diluted earnings/(loss) per share Profit/(Loss attributable to the ordinary equity holders of the Company used in calculating diluted earnings per share (d) Weighted average number of shares used as the denominator Consolidated 30 June 2020 $’000 30 June 2019 $’000 (145,070) (145,070) 30,690 30,690 (145,070) (145,070) 30,690 30,690 Consolidated 30 June 2020 Number 30 June 2019 Number Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 140,605,045 137,637,841 Adjustments for calculation of diluted earnings per share: Performance Rights Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 840,711 1,972,323 141,445,756 139,610,164 (e) Information concerning the classification of securities (i) Performance rights Performance rights issued to employees under the Performance Rights Plan (PRP) are considered to be potential ordinary shares and have been included at the probability rate of 100% in the determination of diluted earnings per share to the extent to which they are dilutive. The performance rights have not been included in the determination of basic earnings per share. Details relating to the performance rights are set out in Note 30. 30 Share-based payments (a) Performance Rights Plan In line with the executive remuneration framework, the Board approved and adopted the Performance Rights Plan (PRP), effective on and from 1 July 2012, as a means of rewarding and incentivising its key employees. The PRP was extended to the then Chief Executive Officer (CEO), and to eligible employees. Future performance rights may be issued by the Board pursuant to the PRP. The board determines the value of shares granted based on the individual’s performance. Future performance rights may vest at the discretion of the Board, subject to not only individual service conditions being met, but also, Company performance hurdles being achieved. During the reporting period ending 30 June 2019, there were no unlisted performance rights were issued to a number of eligible employees as these rights have been deferred to FY20. 84 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 30 Share-based payments (continued) (a) Performance Rights Plan (continued) During the reporting period ending 30 June 2020, 398,068 unlisted performance rights were issued to a number of eligible employees pursuant to the PRP. A summary of these performance rights is identified below as PR2019. No further performance rights were issued in relation to FY20, thus no performance rights is identified as PR2020. Effective date PR2019 1 July 2019 Earliest possible Vesting date The performance rights cannot vest earlier than the Test Date (1) Performance hurdles based on the satisfactory achievement of performance conditions approved by the Board Performance Conditions % of Pool Compound EPS growth over performance period of: 0% to 5.00% 5.01% to 7.50% 7.51% to 10% More than 10.01% Nil 33.33% 66.66% 100% Performance between 5% to 10% will be assessed on a sliding scale basis up to a maximum of 398,068 shares. Exercise conditions and Vesting Date The Performance Rights Test Date will be 30 June 2021 (Test Date) after which, the Board will determine whether or not the Performance Hurdles have been achieved. As soon as reasonably practicable after each Test Date applicable to any Performance Period, the Board shall determine in respect of each eligible employee, as at that Test Date: (a) whether, and to what extent, the Performance Hurdles applicable as at the Test Date have been satisfied; (b) the number of Performance Rights (if any) that will become Vested Performance Rights as at the Test Date; and (c) the number of Performance Rights (if any) that will lapse as a result of the non- satisfaction of Performance Hurdles as at the Test Date, and shall provide written notification to each eligible employee as to that determination. Exercise price Expiry date Nil 30 September 2021 A Performance Right lapses, to the extent it has not been exercised, on the earlier to occur of: (a) where Performance Hurdles have not been satisfied as at the relevant Test Date; (b) if an eligible employee’s employment with the Company or Related Body Corporate ceases before the Vesting Date; (c) the day the Board makes a determination that the Performance Rights lapses because of breach, fraud or dishonesty; and (d) 30 September 2021. 5 Day volume weighted average Share price $1.2198 (1) Test Date: the date at which assessment against the Performance Conditions are made by the Board. For PR2019, the Test Date will be 30 June 2021. 85 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 30 Share-based payments (continued) (a) Performance Rights Plan (continued) During the reporting period ending 30 June 2018, 341,071 unlisted performance rights were issued to a number of eligible employees pursuant to the PRP. A summary of these performance rights is identified below as PR2018. Effective date PR2018 1 July 2017 Earliest possible Vesting date The performance rights cannot vest earlier than the Test Date (1) Performance hurdles based on the satisfactory achievement of performance conditions approved by the Board Performance Conditions % of Pool Compound EPS growth over performance period of: 0% to 5.00% 5.01% to 7.50% 7.51% to 10% More than 10.01% Nil 33.33% 66.66% 100% Performance between 5% to 10% will be assessed on a sliding scale basis up to a maximum of 341,071 shares. Exercise conditions and Vesting Date The Performance Rights Test Date will be 30 June 2020 (Test Date) after which, the Board will determine whether or not the Performance Hurdles have been achieved. As soon as reasonably practicable after each Test Date applicable to any Performance Period, the Board shall determine in respect of each eligible employee, as at that Test Date: (d) whether, and to what extent, the Performance Hurdles applicable as at the Test Date have been satisfied; (e) the number of Performance Rights (if any) that will become Vested Performance Rights as at the Test Date; and (f) the number of Performance Rights (if any) that will lapse as a result of the non- satisfaction of Performance Hurdles as at the Test Date, and shall provide written notification to each eligible employee as to that determination. Exercise price Expiry date Nil 30 September 2020 A Performance Right lapses, to the extent it has not been exercised, on the earlier to occur of: (e) where Performance Hurdles have not been satisfied as at the relevant Test Date; (f) if an eligible employee’s employment with the Company or Related Body Corporate ceases before the Vesting Date; (g) the day the Board makes a determination that the Performance Rights lapses because of breach, fraud or dishonesty; and (h) 30 September 2020. 5 Day volume weighted average Share price $1.5404 (1) Test Date: the date at which assessment against the Performance Conditions are made by the Board. For PR2018, the Test Date will be 30 June 2020. 86 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 30 Share-based payments (continued) (a) Performance Rights Plan (continued) Set out below are summaries of rights issued under the plan: Effective Date Expiry date Exercise price Balance at start of the year Granted during the year Vested during the year Lapsed during the year Balance at end of the year Vested and issuable at end of the year Number Number Number Number Number Number Company – 2020 1 July 2016 30 September 2019 1 July 2017 30 September 2020 1 July 2019 30 September 2021 Nil Nil Nil 1,141,738 261,775 – (1,141,738) – – – 398,068 – – (261,775) (398,068) Total 1,403,513 398,068 (1,141,738) (659,843) – – – – – – – – Effective Date Expiry date Exercise price Balance at start of the year Granted during the year Vested during the year Lapsed during the year Balance at end of the year Vested and issuable at end of the year Number Number Number Number Number Number Company – 2019 1 July 2016 30 September 2019 1 July 2017 30 September 2020 Nil Nil Total 3,213,133 341,071 3,554,204 – – – – – – 2,071,395 1,141,738 79,296 261,775 2,150,691 1,403,513 – – – Fair Value of Performance Rights Issued The assessed fair value at issue date of all performance rights is set out above. The fair value at issue date is determined based on the five day volume weighted average share price prior to issue date. (c) Employee Share Plan The Group introduced the Collection House Limited Exempt Employee Share Plan, providing eligible employees with an opportunity to acquire a beneficial ownership of shares in the Company. The Plan is administered by CPU Share Plans Pty Limited. This Trust is consolidated in accordance with Note 1 (b) and Note 28. All Australian and New Zealand resident employees were entitled to participate in the Plan subject to meeting certain eligibility criteria. Employees eligible to participate in the Group’s Performance Rights Plans detailed at (a) above where not eligible to participate in the Plan. Eligible employees may elect not to participate in the Plan. Shares issued by the Trust to employees are acquired on-market prior to issue. Shares held by the Trust and not yet issued to employees at the end of the reporting period are shown as treasury shares in the financial statements (refer Note 20). Under the Plan, eligible employees may be granted up to $1,000 worth of fully paid ordinary shares in Collection House Limited annually for no cash consideration. The number of shares issued to participants is the offer amount divided by the average price of the shares acquired on the Australian Securities Exchange during the on-market purchase period. The shares are recognised at the closing share price on the grant date, as an issue of treasury shares, and as part of employee benefit costs in the period the shares are granted. Shares issued under the scheme may not be sold until the earlier of three years after issue, or cessation of employment by the Group. In all other respects, shares rank equally with other fully paid ordinary shares on issue. The total number of shares granted to participating employees on 30 September 2019 was 327,980 units. The trade price of the shares issued as at grant date was $1.27, and the shares had a grant date fair value of $1.27. 87 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements 30 Share-based payments (continued) (d) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: Performance rights plan Deferred shares – CEO short-term incentive Employee share plan Total expenses arising from share-based payment transactions Consolidated 30 June 2020 $’000 30 June 2019 $’000 (271) (30) 196 (105) 620 124 107 851 31a Reconciliation of profit after income tax to net cash inflow from operating activities Profit for the year Depreciation and amortisation PDL Asset Impairment Amortisation of purchased debt ledgers Asset write offs Non-cash employee benefits expense – share-based payments Job Keeper accrued receipts Provision for doubtful debts Other non-cash expenses Lease Interest Borrowing costs Interest paid Change in operating assets and liabilities (Increase)/decrease in trade debtors and bills of exchange (Increase)/decrease in sundry debtors (Increase)/decrease in other non-current assets Increase/(decrease) in trade creditors Increase/(decrease) in sundry creditors and accruals Increase/(decrease) in current tax liability (Increase)/decrease in deferred tax assets Consolidated 30 June 2020 $’000 (145,070) 10,409 238,890 28,793 – (105) (2,817) 93 1,378 1,942 1,351 7,559 1,115 450 281 (219) (7,015) (9,165) (62,521) 30 June 2019 $’000 30,690 6,326 – 42,041 29 955 (18) 411 – 1,591 6,067 749 3,910 (7,720) (1,043) 876 1,068 889 Net cash inflow (outflow) from operating activities 65,349 86,821 88 Collection House Limited Annual Report 2020for the year ended 30 June 2020Notes to the Financial Statements 31b Reconciliation of Liabilities arising from financing activities Movements – Consolidated At 30 June 2019 – Cash – Non-Cash At 30 June 2020 Contributed Equity** $’000 Lease Liabilities* $’000 Borrowings $’000 Total $’000 116,413 5,625 210,600 332,638 1,256 1,898 119,567 (5,707) 4,254 (197) 37,648 37,566 3 39,549 214,857 371,990 * ** The disclosure note is prepared in conjunction with the AASB16 transition adjustment to disclose the non-cash adjustment within the financing activities. Non-cash adjustment in Ordinary shares represents the transfer to issued shares from options reserve due to the vesting of performance rights. 32 Events occurring after the reporting period As previously stated, the Group had been actively engaged in a recapitalisation process which commenced 9 April 2020 when a Standstill agreement was entered into with the Group’s lenders. As disclosed in Note 18, on 9 April 2020, the Group entered into a Standstill Agreement with its Senior Lenders. This Standstill Agreement (with subsequent amendments and extensions) confirmed, subject to the Group’s compliance with its terms and conditions including the revised financial ratios and covenants, that the Group’s lenders would not take any action during the period to 23 December 2020 (the standstill period) in relation to any potential or existing defaults that occurred under the facilities prior to or during the standstill period. On 23 December 2020, the Group entered into a sale agreement with Credit Corp Group Limited to acquire a significant portion of it’s Australian PDL assets at a value of $160m. The Company has also reached agreement with its lenders where it will apply the sale proceeds to the repayment of the majority of it’s existing facilities and they will then provide an ongoing funding facility for the remaining approximate $62m (amount to be finalised on settlement of the PDL Assets sale). The buyer is also providing a short term loan of $15m. The Group will retain a portion of it’s PDL assets and remains an active participant in the PDL asset acquisition market. Key terms of these financing facilities are outlined in Note 1v. As the recapitalisation process, which resulted in the sale agreement, was in progress at year end, the anticipated cash flows obtained from the final sale transaction have been used as a primary input in determining the value of the Group’s PDL assets reported as at 30 June 2020. From the financial position disclosed in the Appendix 4E lodged with the ASX on 31 August 2020, this value has led to a further impairment of $111.5m ($78.1m after tax). The final impact of the sale will be reflected in the December 2020 half year results. 89 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Notes to the Financial Statements Directors’ Declaration In the directors’ opinion: (a) the financial statements and notes set out on pages 37 to 89 are in accordance with the Corporations Act 2001, including: (i) (ii) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and giving a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its performance for the financial year ended on that date, (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors. Leigh Berkley Chairman Brisbane 23 December 2020 90 Collection House Limited Annual Report 2020for the year ended 30 June 2020 Independent Auditor’s Report Independent Auditor’s Report To the shareholders of Collection House Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Collection House Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including: • • giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Consolidated Balance Sheet as at 30 June 2020; • Consolidated Income Statement, Consolidated Statement Income, Consolidated Statement of Changes in Equity, and Consolidated Statement of Cash Flows for the year then ended; Comprehensive of • Notes including a summary of significant accounting policies; • Directors' Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 Corporations Act 2001 and the ethical requirements of the Accounting Professional and 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 fulfilled our other ethical responsibilities in accordance with the Code. Material uncertainty related to going concern We draw attention to Note 1a(v) “Basis of preparation – Going concern: Net current asset deficiency” in the Financial Report. The conditions disclosed in Note 1a(v) indicate a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the Financial Report. Our opinion is not modified in respect of this matter. In concluding there is a material uncertainty related to going concern we evaluated the extent of uncertainty regarding events or conditions casting significant doubt in the Group’s assessment of going concern. Our approach to this involved: • Evaluating the feasibility, quantum and timing of the Group’s plans to manage business performance and liquidity and maintain compliance with relevant financial covenants imposed by the Group’s lenders, to address going concern; ©2020 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. 91 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020 • Assessing the Group’s cash flow forecasts for incorporation of the Group’s operations and plans to address going concern, in particular the potential for future impacts on the Group from the uncertain economic conditions resulting from COVID-19; • Determining the completeness of the Group’s going concern disclosures for the principle matters casting significant doubt on the Group’s ability to continue as a going concern, the Group’s plans to address these matters, and the material uncertainty. 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 of the current period. This matter was 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 this matter. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the Key Audit Matter. Valuation of the Purchased Debt Ledger portfolio ($173m) and Accuracy of Impairment Gain/Loss ($239m) Refer to Note 10 to the Financial Report The key audit matter How the matter was addressed in our audit A key audit matter was the assessment of the Purchased Debt Ledgers (PDL) portfolio recognised by the Group as: the PDLs are significant to the financial position of the Group and are the driver of financial results the PDLs consists of a portfolio of credit- impaired greater variability in risks of recovery given their nature receivables, attracting accounting for these PDLs using AASB 9 Financial Instruments (AASB 9) is complex and multi-layered. the Group Starting with estimating future cash flows and their Effective Interest Rate (EIR), we particularly focused on estimation of future cash collections, their receipt and timing. This is the basis for layering assessments of lifetime expected credit losses in-reporting year (ECL) favourable changes, as an impairment gain, or unfavourable, as impairment losses, and use of a relevant discount rate. These are complicated in nature and vary according to conditions and risks relevant. to measure any The Group’s estimation of future cash collections and their lifetime ECL uses statistical models for each PDL segment profile, which are complicated in nature reflecting the accounting complexity, and uses significant judgement estimating forward-looking outcomes. The Group changed strategies during the year, • • • • • 92 Working with our credit risk modelling specialists, our audit procedures included: • Understanding key internal controls in the debt collection process, including those in the collection call centre, valuation and monitoring processes. • Checking the mathematical accuracy of the PDL valuation models. • Understanding the Group’s collection strategy and assessing the consistency of changes made to that strategy as to their incorporation into the PDL valuation models. • Challenging key assumptions used by the Group in determining the value of the PDL’s at year end. Our challenge of key assumptions included: o o o o the Group, evaluating the accuracy of previous estimates by including debt collection forecasting, credit-adjusted effective interest rate, and estimated PDL life, when compared to actual historical data; identifying unusual ratios and trends in key estimates when compared to actual historical experience; challenging judgements and assumptions applied with respect to estimated future cash collections and ultimate lifetime recoveries, against current experience of constrained economic conditions and the impact of COVID- 19 on actual cash collections.; analysing the credit-adjusted effective interest rates applied by comparing the rate to actual pricing/internal rate of return on recently acquired accounts, historical implicit rates from rates cash collections and amortisation Collection House Limited Annual Report 2020for the year ended 30 June 2020Independent Auditor’s Report • • impacting their cash collection processes, increasing the variability of receipt and timing of future cash collections from that previously experienced. The impact of the COVID-19 pandemic on customers is unprecedented, challenging the role of previous patterns of cash collections as a proxy for future predicted behaviour. The rapidly changing impact of the health crisis, along with government and business relief and stimulus arrangements, increase the risk in estimations, widening the possible outcomes. Subsequent to 30 June 2020, the Group entered into a transaction to sell the Australian PDL portfolio as part of the recapitalisation process. The sale proceeds were a further indicator regarding the amount the Group expects to thereby recover necessitating additional focus from us in the assessment of the impairment, the appropriate application of AASB 9, and subsequent event disclosure. the PDL portfolio from These features resulted in significant audit effort, in particular regarding the key assumptions, and we involved our credit risk modelling specialists to supplement our senior audit team members when assessing this Key Audit Matter. experienced, and by assessing the process’ of calculating the actual implicit rate of return of individual PDL’s tranches acquired on sample of transactions from 1 July 2019 to 30 June 2020; assessing out of model adjustments applied by the Group to the PDL net present value by using our knowledge of industry, constrained economic conditions and impact of COVID-19 on cash collections. the o • Assessing the accuracy of underlying data used within the model. For a sample of accounts, we tested their classification type and total amount owed within PDL model the underlying documentation of the customer, such as account history and collections characteristics; to • Assessing the impact of the Group entering into a binding transaction to sell the Australian PDL portfolio, including: o o assessing the application of AASB 9 in the measurement of the ECL as at 30 June 2020. This included checking the appropriateness and accuracy of key inputs in the estimation of the ECL such as the expected sales proceeds, forecast timing of cash flows and EIR. comparing the expect sales proceeds to signed transaction documentation; • Assessing the appropriateness of the Group’s including disclosures subsequent our understanding obtained from our testing against the requirement of the accounting standards. in the financial reports, disclosure event using Other Information Other Information is financial and non-financial information in Collection House Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we 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. We are required to report if we conclude that there is a material misstatement of this Other Information and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 93 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Informationfor the year ended 30 June 2020Independent Auditor’s Report • • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error assessing the Group and Company's ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • • 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 Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They 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. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. Report on the Remuneration Report Opinion Directors’ responsibilities In our opinion, the Remuneration Report of Collection House Limited for the year ended 30 June 2020, complies with Section 300A of the Corporations Act 2001. 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 responsibilities We have audited Sections A to J of the Remuneration Report which is contained in the Directors’ report for the year ended 30 June 2020. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Scott Guse Partner Brisbane Ben Flaherty Partner Brisbane 23 December 2020 23 December 2020 94 Collection House Limited Annual Report 2020for the year ended 30 June 2020Independent Auditor’s Report Shareholder Information The shareholder information set out below was applicable as at 10 December 2020. A. Distribution of equity securities Analysis of numbers of equity security holders by size of holding: Class of equity security Ordinary shares 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total There were 1,249 holders of less than a marketable parcel of ordinary shares. B. Equity security holders Twenty largest quoted equity security holders The names of the twenty largest holders of quoted equity securities are listed below: Name 1. 2. 3. 4. HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited JP Morgan Nominees Australia Pty Limited Neweconomy com au Nominees Pty Limited <900 Account> 5. Mr Frederick Benjamin Warmbrand (FB & LJ Warmbrand Super A/C) 6. 7. Durbin Superannuation Pty Ltd (Durbin Family S Fund A/C) Kemp SMSF Pty Ltd (Kemp Super Fund A/C) 8. Morgan Stanley Australia Securities (Nominee) Pty Limited 9. BNP Paribas Nominees Pty Ltd (DRP) 10. Mrs Lilian Jeanette Warmbrand 11. CPU Share Plans Pty Ltd 12. BNP Paribas Nominees Pty Ltd 13. Mr Christopher John Francis 14. Stanbox No 2 Pty Ltd 15. National Nominees Limited 16. Kirkfare Pty Ltd 17. Candide Investments Pty Ltd 18. NSR Investments Pty Ltd 19. Mr David Francis Rayner & Mr Michael Charles Rayner 20. CS Third Nominees Pty Limited (HSBC Cust Nom AU Ltd 13 A/C) Total Holders Shares 3,691 2,182,970 6,949 19,243,900 2,586 19,572,218 2,465 60,607,392 107 40,341,682 15,798 141,948,162 Units % of issued capital 5,839,035 5,675,033 3,263,756 2,442,463 1,960,747 1,094,492 700,000 646,622 625,885 562,168 561,737 463,735 407,035 400,000 372,235 340,000 300,000 300,000 300,000 297,140 26,552,083 4.11 4.00 2.30 1.72 1.38 0.77 0.49 0.46 0.44 0.40 0.40 0.33 0.29 0.28 0.26 0.24 0.21 0.21 0.21 0. 21 18.71 95 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Information Shareholder Information continued B. Equity security holders (continued) Unquoted equity securities Details of these Performance Rights are set out at Note 30 of the financial statements. Effective Date Expiry date Company – 2020 1 July 2016 1 July 2017 1 July 2019 Total 30 September 2019 30 September 2020 30 September 2021 Exercise price Balance at start of the year Granted during the year Vested during the year Lapsed during the year Balance at end of the year Vested and issuable at end of the year Number Number Number Number Number Number Nil Nil Nil 1,141,738 261,775 – – – 398,068 (1,141,738) – – – (261,775) (398,068) 1,403,513 398,068 (1,141,738) (659,843) – – – – – – – – Restricted securities All issued shares in Collection House Limited are quoted on the ASX and there are no shares subject to escrow or other regulated restrictions. C. Substantial holders No substantial shareholders. D. Voting rights The voting rights attaching to each class of equity securities are set out below: (a) Ordinary shares On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. (b) Performance rights No voting rights. (c) Deferred Shares No voting rights. 96 Collection House Limited Annual Report 2020 Corporate Directory Directors Chairman (Non-Executive) Leigh Berkley Director (Non-Executive) Michael Knox Sandra Birkensleigh Director (Non-Executive) Catherine McDowell Director (Non-Executive) Anthony Rivas Managing Director and Chief Executive Officer (Executive) (resigned 25 November 2019) Company Secretary Jonathon Idas (appointed 10 November 2020) Executive Leadership Team Doug McAlpine Chief Executive Officer (appointed 25 November 2019) Chief Financial Officer (appointed 1 July 2019 and resigned 1 January 2020) Company Secretary (appointed 1 July 2019 and resigned 10 November 2020) Chief Financial Officer (appointed 1 January 2020) Chief Legal Officer Company Secretary (appointed 10 November 2020) Chief Data Scientist Chief Operating Officer Chief Technology Officer (appointed 1 January 2020) Chief People Officer (appointed 1 January 2020) Lynda Morris Jonathan Idas Anand Adusumilli Denica Saunders Nathan Johnston Stephen Parrish Anthony Rivas Managing Director and Chief Executive Officer (resigned 25 November 2019) Main contact Jonathon Idas Company Secretary T: +61 2 9220 0213 E: Jonathon.Idas@collectionhouse.com.au Principal registered office in Australia Level 12, 100 Skyring Terrace Newstead Qld 4006 T: +61 7 3292 1000 F: +61 7 3832 0222 W: www.collectionhouse.com.au Postal address PO Box 2247 Fortitude Valley BC Qld 4006 Share register Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne Vic 3000 T: 1300 850 505 F: +61 7 3237 2152 W: www.computershare.com.au Auditor KPMG 71 Eagle Street Brisbane Qld 4000 Stock exchange listing Collection House Limited shares are listed on the Australian Securities Exchange (ASX). The home exchange is Sydney. ASX code CLH Investor and client presentation The Group’s latest investor and client presentation is available at www.collectionhouse.com.au. 97 Collection House Limited Annual Report 2020OverviewCorporate GovernanceFinancial ReportAdditional Information HEAD OFFICE: Level 12, 100 Skyring Terrace, Newstead QLD 4006 T: +61 7 3292 1000 | F: +61 7 3832 0222 www.collectionhouse.com.au

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