Michael Hill International Limited
Annual Report 2018

Plain-text annual report

ANNUAL REPORT 2018 in “will,” “may,” “plans,” “seeks,” DISCLAI M E R: Certain statements this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the anticipated or planned financial and operational performance of Michael Hill International Limited and its related bodies corporate (the Group). The words “targets,” “believes,” “expects,” “aims,” “intends,” “might,” “anticipates,” “would,” “could,” “should,” “continues,” “estimates” or similar expressions or the negatives thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements include, among other things, statements addressing matters such as the Group’s future results of operations; financial condition; working capital, cash flows and capital expenditures; and business strategy, plans and objectives for future operations and events, including those relating to ongoing operational and strategic reviews, expansion into new markets, future product launches, points of sale and production facilities. that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Group’s actual results, performance, operations or achievements or industry results, to differ materially from any future results, performance, operations or achievements expressed or implied by such forward-looking statements. the Group believes Although in market include, among others: global and Such risks, uncertainties and other important local factors economic conditions; changes trends and end-consumer preferences; fluctuations in the prices of raw materials, currency exchange rates, and interest rates; the Group’s plans or objectives for future operations or products, including the ability to introduce new jewellery and non-jewellery products; the ability to expand in existing and new markets and risks associated with doing business globally and, in particular, in emerging markets; competition from local, national and international companies in the markets in which the Group operates; the protection and strengthening of the Group’s intellectual property rights, including patents and trademarks; the future adequacy of the Group’s current warehousing, logistics and information technology operations; changes in laws and regulations or any interpretation thereof, applicable to the Group’s business; increases to the Group’s effective tax rate or other harm to the Group’s business as a result of governmental review of the Group’s transfer pricing policies, conflicting taxation claims or changes in tax laws; and other factors referenced to in this presentation. Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, the Group’s actual financial condition, cash flows or results of operations could differ materially from that described herein as anticipated, believed, estimated or expected. The Group does not intend, and do not assume any obligation, to update any forward-looking statements contained herein, except as may be required by law. All subsequent written and oral forward-looking statements attributable to us or to persons acting on the Group’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this announcement. TE R M I NOLOGY: In this report, unless otherwise specified or appropriate in the context, the term "Company" International Limited, and the terms "Group" or "Michael Hill" refer to the Company and its subsidiaries (as appropriate). b to Michael Hill refers The Directors are pleased to present the annual report of Michael Hill International Limited and its subsidiaries for the year ended 30 June 2018 WHAT’S INSIDE 3 5 7 COM PANY PROFI LE & COR PORATE GOALS An introduction to the Company and our goals CHAI R'S R EVI EW Emma Hill reviews the Group’s overall performance for the year KEY FACTS Key results and data for the year 12 TR E N D STATE M E NT A table of our historical performance over the past five years 14 OU R COM M U N ITY SPI R IT 34 I N FOR MATION ON DI R ECTORS The Group’s involvement in the communities we do business in 16 CE LE B RATI NG OU R SUCCESS A look at how we pay tribute to our managers and high achievers 19 SUSTAI NAB I LITY 37 R E M U N E RATION R E PORT Remuneration of Directors and key executives 48 AU DITOR’S DECLARATION 49 FI NANCIAL STATE M E NTS 20 OU R LEADE RSH I P PR I NCI PLES 94 AU DITOR’S R E PORT 98 ADDITIONAL I N FOR MATION 100 I N DEX 100 COR PORATE DI R ECTORY 20 OU R KEY STRATEG IC GOALS 21 EXECUTIVE AN D MANAG E M E NT Our key people across Australia, New Zealand and Canada 23 DI R ECTORS' R E PORT A review of the year’s operations and the plans and priorities for the future 1 Our vision: To resurrect jewellery as a way of commemorating and honouring all love. 2 2 COMPANY PROFILE Michael Hill is a specialist retail jewellery chain. As at 30 June 2018, it operates 312 stores in Australia, New Zealand and Canada. The first Michael Hill store opened in 1979 when Sir Michael Hill and his wife, Lady Christine Hill launched their unique retail jewellery formula in the New Zealand town of Whangarei, some 160 kilometres north of Auckland. With dramatically different store designs, a product range devoted exclusively to accessible jewellery and the clever use of high impact advertising, Michael Hill rapidly gained popularity and rose to national prominence. Through the successful listing on the New Zealand Stock Exchange in 1987, the Group expanded into Australia. The next 15 years saw sustained growth and in 2002, Michael Hill expanded into North America, opening its first stores in Vancouver, Canada. The Group's Canadian store presence continues to grow as does the Group's online presence in all markets in which it operates. In June 2016 shareholders voted overwhelmingly in favour of moving the primary stock exchange listing of Michael Hill from the New Zealand Stock Exchange to the Australian Securities Exchange. On 7 July 2016 the Company was admitted to the official list of the Australian Securities Exchange as its primary listing with a secondary listing on the New Zealand Stock Exchange (ASX/NZX: MHJ). As at 30 June 2018, the Group has 177 stores in Australia, 52 in New Zealand and 83 stores in Canada. Around the world, the Group employs approximately 2,600 permanent employees across retail sales, manufacturing and administration roles. Michael Hill's vision is to resurrect jewellery as a way of commemorating and honouring all love. Information on our corporate governance policies and practices, including our Corporate Governance Statement, is available in the corporate governance section of our website at investor.michaelhill.com SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION 3 MICHAEL HILL INTERNATIONAL LIMITED 2018 CHAIR REVIEW 3 CHAIR'S REVIEW ...this year we made significant progress towards delivering our strategy of creating a true point of difference for the Michael Hill brand, products and customer experience... 4 4 Dear Shareholders, I am pleased to present the Michael Hill International Limited annual report to shareholders for FY18. The year was one of recalibration and repositioning for the Group as we made significant progress towards delivering our strategy of creating a true point of difference for the Michael Hill brand, products and customer experience. We also decided to exit the loss-making US and Emma & Roe businesses, which puts us in a stronger position to deliver sustainable and long-term growth. The exit of these businesses had a material impact on the financial result, with statutory net profit after tax of $4.6m after $25.5m of one-off closure costs. Normalised earnings before interest and tax was $40.1m, while operating revenues from continuing operations increased by 4.4% to $575.5m. STRATEG IC R EVI EW The Board completed a wide-ranging review which identified an opportunity to increase market share and profitability of the Michael Hill brand by accelerating our evolution into a design led, customer-centric jewellery brand. Our ambition is to be a global leader in the premium jewellery category with a deep engagement and commitment to our customers and the communities we serve. To give our customers a more engaging experience, we are placing increased emphasis on integrating our digital and in-store experience, and personalising our communications across all channels. Jewellery is an omni channel business; with customers investing significant time understanding our brand and offer through digital channels before visiting our stores. To be a successful jewellery retailer in today’s rapidly changing environment our customers must be able to shift seamlessly between channels. Underpinning customer experience will be the continued evolution of our brand and product. Our brand will be refreshed in the coming year with a more inclusive customer proposition. We will accelerate growth in our proprietary collections by enhancing our in-house design capabilities. We are confident that these strategies, combined with our best in class sales force, will drive sustainable long term growth. Delivering this strategy requires focus and investment. We have already strengthened the leadership team in the areas most relevant to our strategy and we will complement this in the year ahead with further infrastructure investment in both people and technology, and in expanding and refurbishing our store network. We approach 2019 with a clearly defined set of priorities to execute over the coming years, and a strong balance sheet positioning us to deliver our ambition of being a global leader in the fine jewellery category. B USI N ESS PE R FOR MANCE Exiting the US and Emma & Roe businesses allows us to focus on increasing profitability of the Michael Hill brand in our three established markets. Our Canadian business grew strongly in terms of revenue and earnings, and we continue to achieve scale and increase market share. The Australian and New Zealand businesses largely held their positions in challenging markets and we anticipate that our differentiated omni-channel offering will help to deliver growth in these regions and improve overall quality of earnings. To support this, we decided to divide management responsibili- ties of the Australian segment, with two Retail General Managers overseeing separate regional teams. This is designed to allow for greater focus on team capability and execution and help to strengthen our position in a competitive Australian market. LEADE RSH I P The progression made on our strategy is recognition of the outstanding contribution made to Michael Hill by CEO Phil Taylor, who has advised the Board of his decision to resign due to health reasons. The Board would like to acknowledge the tremendous service Phil has given to Michael Hill for more than three decades, and as CEO since August 2016. In September 2018, the Board confirmed the appointment of Daniel Bracken as its new CEO. Daniel brings more than 25 years of retail experience having worked with some of the world’s most iconic brands. He has a deep understanding of the retail environment with valued experience in e-commerce, in designing integrated digital and in-store experiences, and in leading merchandising, product design and customer engagement strategies. We welcome Daniel to Michael Hill and look forward to him continuing to build on our strategy in the years ahead. On behalf of the Board, we thank you for your ongoing support and investment in Michael Hill. Emma Hill Chair 26 September 2018 PENDANT FROM WILLOW BY CHRISTINE HILL COLLECTION 5 KEY FACTS 6 6 YEAR ENDED 30 JUNE / AU$000 UNLESS STATED 2018 2017 % CHANGE TRADI NG R ESU LTS From continuing operations 575,549 Group revenue 366,893 Gross profit 50,147 Earnings before interest and tax* Normalised earnings before interest and tax* 40,106 47,467 Net profit before tax 34,818 Net profit after tax 551,099 351,007 62,332 48,117 59,183 44,132 4.4% 4.5% (19.5%) (16.6%) (19.8%) (21.1%) Group trading results (30,208) Loss from discontinued operations 4,610 Profit for the year Net cash inflow from operating activities 58,893 (11,485) (163.0%) 32,647 (85.9%) 38.1% 39,752 FI NANCIAL P OSITION AT YEAR E N D Contributed equity 387,438,513 ordinary shares Total equity Total assets Net debt Capital expenditure 10,266 10,015 189,221 202,183 375,348 389,122 27,993 39,358 24,555 33,145 2.5% (6.4%) (3.5%) (28.9%) (25.9%) KEY RATIOS Return on average shareholders’ funds Gross profit Interest expense cover (times) Equity ratio (total equity/total assets) Gearing Ratio (net debt/total equity) Current ratio 17.8% 63.7% 18.6 50.4% 14.8% 22.7% 63.7% 19.7 52.0% 19.5% (current assets/current liabilities) 2.6:1 3.0:1 EAR N I NGS PE R SHAR E Basic earnings per share Diluted earnings per share 8.99¢ 8.98¢ 11.43¢ 11.42¢ DISTR I B UTION TO SHAR E HOLDE RS Dividends - including final dividend Per ordinary share Times covered by net profit after tax au5 .0¢ 1.80 au5.0¢ 2.29 * EBIT and Normalised EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information in the Directors’ Report on page 33 of this annual report for an explanation of Non-IFRS information and a reconciliation of EBIT from continuing operations and Normalised EBIT. SHAR E PR ICE 30 June 2018 2017 au$0.97 au$1.11 SAM E STOR E SALES Michael Hill same store sales movement (in local currency) Australia New Zealand Canada Group same store sales movement N U M B E R OF STOR ES Australia New Zealand Canada United States Michael Hill stores Australia New Zealand Emma & Roe stores -0.9% 2.3% 3.8% 1.2% -0.8% 8.8% 0.4% 1.6% 171 52 83 - 306 6 - 6 166 52 76 9 303 28 1 29 Total stores 312 332 MICHAEL HILL INTERNATIONAL LIMITED 2018 KEY FACTS 7 SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION . 1 1 5 2 5 2 2 5 . 7 . 4 8 4 4 . 4 7 4 5 . 5 7 5 8 . 9 7 . 2 1 7 8 . 8 6 2 . 3 6 . 8 7 5 Total Michael Hill and Emma & Roe jewellery stores 312 1987 - 2018, YEAR ENDED 30 JUNE ■ MH STORES ■ E&R STORES Group revenue up 4.4% AU$ MILLIONS / YEAR ENDED 30 JUNE Earnings before interest, taxation, depreciation and amortisation (EBITDA) down 13.8% AU$ MILLIONS / YEAR ENDED 30 JUNE 14 15 16 17 18 14 15 16 17 18 8 MICHAEL HILL INTERNATIONAL LIMITED 2018 KEY FACTS PERFORMANCE HIGHLIGHTS FOR THE 12 MONTHS TO 30 JUNE 2018 Revenue from continuing operations of $575.5m up 4.4 % on same period last year Same store sales were 0.4% up on same period last year Online sales grew 57.4% to $10.3m Branded collection sales increased to 18.0% of total product sales EBIT from continuing operations of $50.1m Normalised EBIT of $40.1m Statutory net profit after tax for the Group of $4.6m Continuing operations net profit after tax of $34.8m Final dividend of au2.5¢ per share making the total dividend au5.0¢ for the year Equity ratio of 50.4% at 30 June 2018 Net operating cash inflow was $54.9m, up 38.1% on prior year 17 Michael Hill stores opened and five closed during the period Total of 306 Michael Hill stores open at 30 June 2018 Total of six Emma & Roe stores open at 30 June 2018 Total of 312 stores in the Group open at 30 June 2018 (all values stated in $AU unless stated otherwise) SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION MICHAEL HILL INTERNATIONAL LIMITED 2018 KEY FACTS 9 5 . 6 z n 0 . 5 0 . 5 5 7 . 4 z n 0 . 5 z n 4 2 1 . z n 1 1 1 . 7 9 . 0 4 1 1 . z n 6 0 1 . z n 14 15 16 17 18 14 15 16 17 18 Ordinary dividend AU CENTS PER SHARE / YEAR ENDED 30 JUNE Share price performance AU$ / YEAR ENDED 30 JUNE 1 . 4 4 8 . 4 3 2 . 3 3 2 . 8 2 3 . 6 2 14 15 16 17 18 Net profit after tax from continuing operations down 21% AU$ MILLIONS / YEAR ENDED 30 JUNE SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION 10 MICHAEL HILL INTERNATIONAL LIMITED 2018 KEY FACTS 7 . 2 2 0 . 8 1 . 8 7 1 9 . 5 1 1 . 4 1 . 4 1 1 4 . 6 2 6 . 9 9 . 8 1 . 9 2 7 . 4 . 0 2 5 . 9 1 . 2 7 1 8 . 4 1 EQUITY 50% CURRENT LIABILITIES 15% NON-CURRENT LIABILITIES 35% Source of funding 30 JUNE 2018 14 15 16 17 18 Return on average shareholders’ funds 17.8% % / YEAR ENDED 30 JUNE 14 15 16 17 18 14 15 16 17 18 Return on average assets 9.1% % / YEAR ENDED 30 JUNE Gearing ratio 14.8% % / YEAR ENDED 30 JUNE MICHAEL HILL INTERNATIONAL LIMITED 2018 KEY FACTS 11 TREND STATEMENT FI NANCIAL PE R FOR MANCE FROM CONTI N U I NG OPE RATIONS 2018 $000 2017 $000 2016 $000 2015 $000 2014 $000 Group revenue 575,549 551,099 522,214 484,667 474,353 Earnings before interest, tax, depreciation and amortisation (EBITDA)^ Depreciation and amortisation Earnings before interest and tax (EBIT)^ Net interest paid Net profit before tax (NPBT) Income tax* Net profit after tax (NPAT)* Net operating cash flow Ordinary dividends paid FI NANCIAL P OSITION Cash Inventories Other current assets Total current assets Other non-current assets Deferred tax assets Total tangible assets Intangible assets Total assets Total current liabilities* Non-current borrowings Other long term liabilities Total liabilities* 68,841 18,694 50,147 2,680 47,467 12,649 34,818 54,893 19,371 79,759 17,427 62,332 3,149 59,183 15,051 44,132 39,752 19,264 71,220 16,796 54,424 5,508 48,916 22,586 26,330 47,794 17,490 63,203 14,645 48,558 4,665 43,893 10,674 33,219 54,566 23,176 57,752 12,540 45,212 5,370 39,842 11,671 28,171 14,689 22,336 2018 $000 2017 $000 2016 $000 2015 $000 2014 $000 7,220 5,676 8,853 6,797 8,109 192,074 29,314 228,608 72,219 61,895 362,722 12,626 375,348 88,287 35,213 62,627 186,127 203,853 199,961 182,232 179,280 29,052 31,298 39,378 25,204 238,581 240,112 228,407 212,593 83,864 57,893 74,450 64,074 67,734 48,381 58,488 62,324 380,338 378,636 344,522 333,405 8,784 5,561 6,491 6,413 389,122 384,197 351,013 339,818 79,653 45,034 62,252 100,986 40,887 55,923 69,879 45,116 48,397 71,005 56,000 31,528 186,939 197,796 163,392 158,533 Net assets* 189,221 202,183 186,401 187,621 181,285 Reserves and retained profits* Paid up capital Treasury stock 178,956 10,266 192,168 182,634 183,861 177,634 10,015 3,767 - - - 3,767 (7) 3,702 (51) Total shareholder equity 189,221 202,183 186,401 187,621 181,285 Per ordinary share Basic earnings per share* Diluted earnings per share* Dividends declared per share - Interim - Final 8.99¢ 8.98¢ au2.5¢ au2.5¢ 11.43¢ 11.42¢ au2.5¢ au2.5¢ 6.87¢ 6.84¢ nz2.5¢ au2.5¢ 8.67¢ 8.64¢ nz2.5¢ nz2.5¢ 7.36¢ 7.24¢ nz2.5¢ nz4.0¢ Net tangible asset backing* $0.46 $0.50 $0.47 $0.47 $0.46 * Please note that several key measures in the 2015-16 financial year were materially affected by the separate booking of the IR tax settlement and the income tax consolidation cost base adjustments as a consequence of the ASX listing. ^ EBITDA and EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information in the Directors’ Report on page 33 of this annual report for an explanation of Non-IFRS information. 12 ANALYTICAL I N FOR MATION EBITDA to sales EBIT to sales Profit after tax to sales EBIT to total assets Return on average shareholders funds* Return on average total assets* Current ratio* EBIT interest expense cover Effective tax rate* Gearing Net borrowings to equity Equity ratio Other 2018 $000 12.0% 8.7% 6.0% 13.4% 17.8% 9.1% 2.6 18.6 26.6% 14.8% 50.4% 2017 $000 14.5% 11.3% 8.0% 16.0% 22.7% 11.4% 3.0 19.7 2016 $000 13.6% 10.4% 5.0% 14.2% 14.1% 7.2% 2.4 8.9 2015 $000 13.0% 10.0% 6.9% 13.8% 18.0% 9.6% 3.3 10.3 2014 $000 12.2% 9.5% 5.9% 13.3% 15.9% 8.9% 3.0 8.3 25.4% 46.2% 24.3% 29.3% 19.5% 52.0% 17.2% 48.5% 20.4% 53.5% 26.4% 53.3% Shares issued at year end excl Treasury 387,438,513 387,438,513 383,138,513 383,138,513 383,041,606 Treasury stock at year end Exchange rate for translating New Zealand results Canadian results United States results Number of Michael Hill stores Australia New Zealand Canada USA Total Michael Hill stores Number of Emma & Roe stores Australia New Zealand Number of Emma & Roe stores - - - 14,677 111,584 1.09 0.98 0.78 171 52 83 - 306 6 - 6 1.06 1.00 0.75 166 52 76 9 303 28 1 29 1.09 0.97 0.73 168 52 67 10 297 15 1 16 1.07 0.97 0.83 167 52 60 9 288 7 1 8 1.10 0.98 0.92 164 52 54 8 278 6 - 6 Total stores 312 332 313 296 284 * Please note that several key measures in the 2015-16 financial year were materially affected by the separate booking of the IR tax settlement and the income tax consolidation cost base adjustments as a consequence of the ASX listing. BRACELET FROM KNOTS BY CHRISTINE HILL COLLECTION 13 MICHAEL HILL INTERNATIONAL VIOLIN COMPETITION The Michael Hill International Violin Competition is the launch-pad for violin virtuosos, the foundation stone of brilliant musical careers; which the Group supports by providing an annual donation. With a prize package valued at over NZ$100,000, the Michael Hill International Violin Competition shapes the artistry of 16 of the world’s finest young violinists. It delivers violinists and audiences alike a sublime, unique experience. From concert stages in sub-tropical Auckland and alpine Queenstown, New Zealand, the globe’s best young violinists deliver platinum-plated performances over eight magnificent days. TH E WOR LD’S B EST E M E RG I NG VIOLI N TALE NT I N TH E WOR LD’S MOST U N IQU E LOCATION Established two decades ago by entrepreneur and passionate violinist, New Zealander Sir Michael Hill, the Michael Hill International Violin competition is seated at the top table of global, classical music competitions. It is New Zealand’s most prestigious classical music competition and arguably one of its key iconic events of the calendar. Closely nurtured by a board of ardent arts lovers, the biennial competition, the “Michael Hill”, carefully selects international and leading local luminaries to guide brilliant young talent through competition, intensive master classes and career development. You can keep up-to-date with all upcoming competition news at: michaelhillviolincompetition.co.nz COMMUNITY SPIRIT Michael Hill International takes great pride in giving back to the communities surrounding our stores 14 HUNDERTWASSER ART CENTRE Whangarei's Hundertwasser Art Centre with Wairau M-aori Art Gallery is under construction and due to open in 2020. Conceived by the renowned Austrian/Kiwi artist, the unique building - a work of art itself - will feature the only permanent gallery of original Hundertwasser works outside Vienna and Aotearoa's first exhibition space dedicated to contemporary M-aori fine art. Interactive and immersive, the centre includes a substantial education facility and will be crowned by the southern hemisphere's largest living afforested roof. The Hundertwasser Art Centre will be a world-class visitor destination and a jewel in the crown for Northland. Recognised as a catalyst for growth, investment and creativity in Northland, the project is the culmination of a 25-year dream for a more thriving and vibrant Northland. The Group has provided a generous funding contribution, boosting the Hundertwasser Art Centre's capital fundraising which has been led by an entirely volunteer community-based team. PLAID FOR DAD Supporting prostate cancer research in Canada Plaid for Dad was launched in 2015 to help raise awareness and vital research funds for prostate cancer. It has quickly become a fun and easy way for Canadians to celebrate dad and help the one in seven men who will be diagnosed with prostate cancer in their lifetime. This year, North American president Brett Halliday and his entire team showed their support by wearing plaid in store in the run up to 16 June 2018, the Friday before Father’s Day, officially designated as the day to wear Plaid for Dad. Brett and his team actively supported Plaid for Dad initiatives by raising over ca$10,000 and they were recognised with an ‘Outstanding Achievement in the Retail Services Sector’. SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION 15 CELEBRATING OUR SUCCESS It’s our people who make our Company! International Managers’ Conference, Las Vegas, United States of America: Each year, our Retail and Support Centre Management Teams come together to celebrate their phenomenal achievements. We recognise their contributions and share with them the Group’s strategic direction for the coming year. This year over 400 delegates from four nations journeyed to one of the most exciting cities in the world - Las Vegas, in the heart of the Nevada desert. Our culture, values and leadership principles were re-energised and focused, to drive our teams to continue to produce outstanding results and most importantly – incredible customer experiences. 16 Gold Club: Every year we celebrate the personal achievements of our highest performing Sales Professionals. This year the 245 incredible individuals who achieved gold club status, accounting for over au$158m in sales, were invited to celebrate their success in the amazing cities of Miami, Florida and the Gold Coast, Australia. Our top performers were joined by our General Managers and Chair of the Board, Emma Hill, to personally congratulate and thank them for their contributions to the success of Michael Hill and Emma & Roe for 2017. 17 Our purpose: We celebrate love in all its forms. 18 18 SUSTAINABILITY It's as important to us as it is to you. The story behind your jewellery begins long before you see it sparkle. The Group is committed to operating its business sustainably and responsibly, to protect the long-term value of the Group, and to enhance its relationship with its stakeholders. Responsible Jewellery Council The Company is a member of the Responsible Jewellery Council (RJC). The RJC is an international, not-for-profit standards and certification organisation. Its 1,100+ members span the jewellery supply chain from mine to retail and commit to being independently audited against the RJC Code of Practices – an international standard on responsible business practices for the diamond, gold and platinum jewellery supply chain addressing human rights, labour rights, health and safety, environmental impact, conflict free diamonds, product disclosure and many more important topics for the industry. The Company is working towards achieving formal RJC certification, which is a requirement for the Company to maintain its RJC membership. Sustainability reporting Although certain aspects of our business strategy and performance are reported through our annual report, the Group is committed to aligning its reporting with issues of key importance to the Group and to its stakeholders, in order to meet the growing community expectations of transparency, disclosure and corporate social responsibility. The Company continues to work towards building a foundation upon which a formal sustainability report, that is compliant with the Global Reporting Initiative Standards or other independent standard, can be prepared. JEWELLERY FROM WILLOW BY CHRISTINE HILL COLLECTION 19 Our leadership principles Our key strategic goals CUSTOM E R FOCUS We brighten, impress and delight our customers We consider our customers in everything we do M I N DSET FOR G ROWTH We show perseverance and determination to grow We are competitive and take the lead in the marketplace We innovate and challenge the status quo We display a positive attitude and confidence towards our future We are visible, accessible and clearly communicate the vision B IAS FOR ACTION We deliberately choose our priorities to achieve our vision We engage in thoughtful decision making and intelligent risk-taking We act with speed and a sense of urgency in executing initiatives and strategy B U I LDI NG TALE NT AN D TEAMS We personally invest in the development and success of our teams We identify and develop talent to achieve the Michael Hill vision We commit to being part of, and engendering an aligned and cohesive team We believe in having a diverse team and placing the best people in the right positions ACCOU NTAB I LITY AN D R ESPONSI B I LITY We lead by example, hold ourselves to the highest standards and deliver on our personal KPIs We hold our teams accountable by setting clear expectations and providing continuous feedback We personally drive positive change 1 OM N I-CHAN N E L: Building capability to deliver a seamless customer experience. 4 B RAN D POSITION: Strengthen and grow brand loyalty. Based on recent brand review, we will reposition our brand in market to meet the changing consumer landscape. 5 OPE RATIONAL EXCE LLE NCE: Enhance execution capability and agility. Build capability and agility throughout the organisation to adapt quickly to a fast changing retail environment. Evolving our online experience, including integration of digital and social channels with our store network, to enable a seamless experience for customers where and when they engage with us. 2 CUSTOM E R LOYALTY: Building data capability to better service customers. Using data driven customer insights to deliver tailored customer experiences to drive brand loyalty and advocacy. 3 U N IQU E B RAN DE D COLLECTIONS: Escalate our growth of branded collections. Through enhanced designer capability, create unique branded collections to meet growing customer demand for differentiated products. 20 20 MICHAEL HILL INTERNATIONAL LIMITED SENIOR EXECUTIVES Our Executive Team AT 30 JUNE 2018 Our General Managers AT 30 JUNE 2018 PHIL TAYLOR CHIEF EXECUTIVE OFFICER VANESSA BRENNAN CHIEF BRAND & CUSTOMER OFFICER BRETT HALLIDAY PRESIDENT, NORTH AMERICA GREG NEL RETAIL GENERAL MANAGER, NEW ZEALAND ANDREW LOWE CHIEF FINANCIAL OFFICER MATT KEAYS CHIEF INFORMATION OFFICER KEVIN STOCK RETAIL GENERAL MANAGER, AUSTRALIA TISHARA MINA RETAIL GENERAL MANAGER, EMMA & ROE GALINA HIRTZEL GROUP EXECUTIVE SUPPLY CHAIN STEWART SILK GROUP EXECUTIVE HUMAN RESOURCES KATHERINE HAMMOND Company Secretary 21 ...the Group remains in a strong financial position to continue to invest in improvements to its systems, infrastructure and capabilities, and position the business for future growth opportunities... 22 DIRECTORS' REPORT The Directors present their report on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Michael Hill International Limited ACN 610 937 598 (‘Michael Hill International’ or the ‘Company’) and all controlled subsidiaries for the year ended 30 June 2018. Principal activities The Group operates predominately in the retail sale of jewellery and related services sector in Australia, New Zealand and Canada. During the year, the Group exited its US operations and is in the process of exiting the Emma & Roe brand. These segments have been reclassified as discontinued operations for the 2017 and 2018 financial year. There have been no other significant changes in the nature of the Group's activities during the year. Dividends Dividends paid to members during the financial year were as follows: Final ordinary dividend for the year ended 30 June 2017 of au2.5¢ (2016 - au2.5¢) per fully paid share paid on 29 September 2017 (2016 - 6 October 2016) Interim ordinary dividend for the year ended 30 June 2018 of au2.5¢ (2017 - au2.5¢) per fully paid share paid on 29 March 2018 (2017 - 31 March 2017) The Directors have declared the payment of a final dividend of au2.5¢ per fully paid ordinary share* (2017 - au2.5¢). The final dividend will be unfranked for Australian shareholders and fully imputed for New Zealand shareholders. The aggregate amount of the proposed dividend expected to be paid on 28 September 2018 out of retained earnings, but not recognised as a liability at year end, is 2018 $000 2017 $000 9,685 9,578 9,686 9,686 9,686 9,686 Significant changes in the state of affairs During the year the Group exited its loss making retail operations in the US and is in the process of exiting the Emma & Roe brand. Assets in both segments were impaired as appropriate. As at 30 June 2018, all US stores have been closed. Of the 30 Emma and Roe stores, 24 stores were closed as at 30 June 2018. The closure programme for the final six Emma & Roe stores is still in progress. Impaired assets on hand relating to the Emma & Roe closures will be disposed of when it is determined they will not be redeployed. Likely developments and expected results of operations Information on likely developments in the Group’s operations and the expected results of operations have been included in the Operational Review and Outlook sections of this report. Review of operations In Australian dollars, the Group has reported operating revenue from continuing operations of $575.5m, producing earnings before interest and tax ('EBIT') for continuing operations of $50.1m. The Group reported a net profit after tax ('NPAT') from continuing operations of $34.8m for the 2018 financial year, and a statutory net profit after tax of $4.6m. Normalised EBIT for the Group was $40.1m for the year. Normalised EBIT excludes one off costs, including Emma & Roe and US closure costs and significant items per the Non-IFRS Information note on page 33. * EBIT and Normalised EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information on page 33 of the Directors Report for an explanation of Non-IFRS information and a reconciliation of EBIT from continuing operations and Normalised EBIT. * This will not be declared as conduit foreign income, therefore Australian withholding tax will be deducted from the dividend payment for foreign (non-Australian tax resident) shareholders. JEWELLERY FROM KNOTS BY CHRISTINE HILL COLLECTION MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 23 CASH, CASH FLOW AN D DIVI DE N DS The Group has an equity ratio of 50.4% at 30 June 2018 (52.0% in 2017), and a working capital ratio of 2.6:1 (3.0:1 in 2017). Net operating cash flows were $54.9m compared to $39.8m the previous year. Net debt at 30 June 2018 was $28.0m compared to $39.4m at 30 June 2017. The Group remains in a strong financial position to continue to invest in improvements to its systems, infra- structure and capabilities, and position the business for future growth opportunities. Despite the one off costs and operating losses associated with the discontinued Emma & Roe and US operations, which impacted statutory profit after tax, the Group's debt levels reduced with higher operational cash flows. Accordingly, for shareholders, the dividend for the year was maintained at au5.0¢ (2017 - au5.0¢) per share. There will be a final dividend of au2.5¢ per share payable on 28 September 2018. The final dividend will be unfranked for Australian shareholders and fully imputed for New Zealand shareholders. OPE RATIONAL R EVI EW The Group achieved the following key outcomes for the 2018 financial year: • Revenue from continuing operations increased 4.4% to $575.5m • Statutory net profit after tax for the Group of $4.6m ($34.8m profit after tax from continuing operations) • Same store sales from continuing operations were up 0.4% • Online sales grew by 57.4% to $10.3m • Canadian segment continues to gain market share with same store sales increase of 3.8% and a record EBIT for the year of ca$14.6m • EBIT from continuing retail segments (Australia, New Zealand, Canada) of $89.1m, down 1.6% from prior year of $90.5m • Branded collection sales increased to 18.0% of total product sales, up from 14.2% on the prior year • Sale of Professional Care Plans ('PCP') amounted to $35.7m for continuing operations, increasing deferred revenue on the balance sheet from PCP sales to $80.0m • Gross margin increased in all continuing retail segments (Australia +0.7%, New Zealand +0.3%, Canada +1.1%), offset by stock provisions, including for Emma & Roe, leaving gross margin for the Group flat on prior year at 63.7% • Dividend of 5.0 cents in line with prior year • Net operating cash inflow was $54.9m, up on $39.8m in prior year • Net debt of $28.0m down from $39.4m • EBIT before one-off items of $40.1m, down from $48.1m • One off costs including write-down and disposal of assets and lease settlement costs relating to US and Emma & Roe exits amounting to $25.5m. Significant items include a $1.4m employee benefits revaluation. 24 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT • 17 Michael Hill stores were opened and five were closed within our three core markets during the year. • 24 Emma & Roe stores and nine stores in the US were closed. There was a total of 312 stores trading as at 30 June 2018, including six Emma & Roe stores. 2017-18 was a year of recalibration and repositioning which saw the Group undertake a strategic review. Despite significant investment into the US business, the Group's lack of scale combined with the competitor dynamic and sector outlook in that market led to the conclusion that we would not generate an adequate return on further investment in the business, and the decision was made in January 2018 to close all US stores. The decision was also made to close the Emma & Roe brand, which had failed to meet performance projections. This followed an in-depth review and analysis of the global jewellery market and emerging trends which identified an opportunity to reposition the Emma and Roe brand, however it was determined that this was not an immediate strategic priority. The Emma & Roe proposition remains a compelling opportunity to be explored at the appropriate time. The Group’s operational results were impacted materially due to a combination of closure costs for the US and Emma & Roe businesses and performance deterioration in these segments once closure was announced. Revenue from continuing operations grew 4.4%, with same store sales up 0.4%. Canada produced pleasing same store sales growth of 3.8% and a record EBIT result. New Zealand had solid same store sales growth of 2.3% and EBIT slightly down on last year, while Australia did not meet performance projections with flat sales and a decline in EBIT contribution. Gross margin grew across all continuing retail segments (Australia +0.7%, New Zealand +0.3%, Canada +1.1%) as a result of our proprietary collection strategy commanding a premium. During the 2017-18 year the Group implemented a new Point of Sale system, with all 171 Australian stores changed over during the 12 months, with New Zealand and Canadian stores to be completed in the first quarter of 2018-19. This was a major investment for the business and is a key enabler as part of a larger strategic roadmap for the Group’s information systems. The Group is undertaking a staged program of investment in its finance, human resourcing, customer experience and inventory management systems and supporting cloud based infrastructure. PCP revenue has again provided strong cash flow for the Group. The PCP program is designed to provide a comprehensive suite of care services to our customers so they can maintain their jewellery in pristine condition. Total sales from these plans for continuing operations amounted to $35.7m, and at 30 June 2018 there was $80.0m of deferred PCP revenue held on the statement of financial position. $31.9m in PCP revenue was recognised for continuing operations in the 2017-18 year, down 0.6% on the previous year. In-house credit now represents 28.0% of Canadian sales. The North American loan book was $20.5m at 30 June 2018 compared to $17.7m at 30 June 2017, with bad debts running at 4.7% of in-house credit sales for the year, which is in alignment with expectations for credit default rates. The US book is being closely monitored as the US book winds down following US store closures. While US default rates have lifted, this was anticipated, it is being managed and an uptick in default rates has been provided for. The Group's e-commerce platform continues to support the retail segments well with revenue increasing by 57.4%, driven by increased visitation and higher online conversion. e-commerce sales now represent over 1.8% of the Group's total revenue. As at 30 June 2018, the Group operated Michael Hill e-commerce sites in all of the countries we operate in and an Emma & Roe e-commerce site in the Australian market which is expected to operate for at least part of the coming financial year, to facilitate stock clearance for that brand. There were 306 Michael Hill stores and six Emma & Roe stores trading as at 30 June 2018. Review of 2017-18 Priorities PR IOR ITI ES R ESU LTS Same stores sales growth in all markets and for both brands of above 2% Open at least 10 new Michael Hill stores across all markets Same stores sale growth of 0.4% occurred within the Michael Hill segments of Australia, New Zealand and Canada. Below target Australian performance prevented attainment of our 2% goal. 17 new Michael Hill stores were opened during the year, well ahead of our original goal. Continue to review the Emma & Roe brand and adjust the brand and offering. A review of the Emma and Roe business in early 2018 lead to the decision to close the brand. To reduce the US operating losses and develop a viable model A decision to exit the US market was announced during the year and all stores have now been closed. Branded collection sales to reach 18% Improved inventory management delivering increase in GMROI (gross margin return on investment) and stock turn Continue to develop the e-commerce business and grow to 2% of Group revenue Continued information systems investment to migrate the organisation onto a highly integrated ERP environment Michael Hill branded collections sales reached 18.0% of total sales. GMROI was 1.48, up on prior year of 1.42. This was a pleasing improvement achieved through a combination of inventory range refinement and improved margin management. Stock turn was 1.11 for the year, in line with prior year. e-commerce sales grew 57.4% to $10.3m, amounting to 1.8% of total sales for the financial year. The business continued to plan and invest in better online capabilities, which will reap benefits in the years ahead when fully evolved. There was a continued investment in technology and key systems during the period consistent with the approved roadmap for our IT systems. New IT systems and investment in the development of future systems amounted to $6.5m during the year. JEWELLERY FROM INFINITAS BY MICHAEL HILL COLLECTION MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 25 Segment Results The operational segments reported below reflect the performance of the Michael Hill and Emma & Roe retail operations in each geographic segment, including the discontinued operations of Emma & Roe and Michael Hill United States. The operational segments include trading activity from our online presence and our North American in-house credit function. The segments exclude revenue and expenses that do not relate directly to the relevant Michael Hill or Emma & Roe retail segments, and are treated as unallocated. These predominately relate to corporate costs and Australian based support costs, but also include the manufacturing activities, warehouse and distribution, interest and company tax. The Michael Hill United States and Emma & Roe segments were classified as Discontinued Operations during the year following the announcement of their planned closure. As a result, the Michael Hill United States and Emma & Roe segments were removed from the Group’s total segment result reported in the consolidated financial statements. The results below are expressed in local currency. Michael Hill Australia OPERATING RESULTS (AU $000) Revenue Gross profit Gross profit as a % of revenue EBIT As a % of revenue Number of stores 2018 325,709 206,303 63.3% 48,621 14.9% 171 2017 2016 2015 321,981 201,707 62.6% 51,688 16.1% 166 309,457 194,152 62.7% 49,975 16.1% 168 294,442 183,582 62.3% 45,933 15.6% 167 2014 298,474 187,381 62.8% 47,493 15.9% 164 The Australian retail segment revenue increased by 1.2% to $325.7m, with same store sales 0.9% down on prior year. A focus by management on margin management helped gross profit grow from 62.6% to 63.3% during the year. However, rising costs combined with a challenging retail environment resulted in EBIT reducing to $48.6m. A decision was made during the year to split the management of the large Australian segment into two businesses each led by a Retail General Manager with their own regional management teams. Seven stores were opened in Australia during the period as follows: • Belmont Forum, Western Australia • DFO Essendon, Victoria • DFO Moorabbin, Victoria • George Street Sydney CBD, New South Wales • Mandurah, Western Australia • Mildura, Victoria • Palmerston, Northern Territory Two stores closed during the period. There were 171 stores trading at 30 June 2018. The Group plans to expand its store footprint by four new stores during the 2018-19 year. It is anticipated there will be store closures occurring in the coming year as part of the Group’s active management of its store portfolio. Michael Hill New Zealand OPERATING RESULTS (NZ $000) Revenue Gross profit Gross profit as a % of revenue EBIT As a % of revenue Number of stores FX rate for profit translation 2018 125,239 77,673 62.0% 27,800 22.2% 52 1.09 2017 2016 2015 121,970 75,204 61.7% 27,836 22.8% 52 1.06 122,903 75,895 61.8% 27,136 22.1% 52 1.09 113,983 70,488 61.8% 23,545 20.7% 52 1.07 2014 109,693 67,799 61.8% 22,102 20.1% 52 1.10 The New Zealand retail segment revenue increased 2.7% to NZ$125.2m for the 12 months, and the segment achieved a solid EBIT result of NZ$27.8m, in line with the prior year. The focus on this mature market has been to improve store locations 26 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT where possible, build average store sales through a broadening of our product offer and improving our online sales channel. Two stores were opened in New Zealand as follows: • Silverdale, Auckland • Victoria Street, Wellington Two stores closed during the period. There were 52 stores trading at 30 June 2018. There are currently plans to open one new store during 2018-19. Michael Hill Canada OPERATING RESULTS (CA $000) Revenue Gross profit Gross profit as a % of revenue EBIT As a % of revenue Number of stores FX rate for profit translation 2018 130,762 81,576 62.4% 14,605 11.2% 83 0.98 2017 2016 112,721 69,078 61.3% 12,386 11.0% 76 1.00 95,423 59,252 62.1% 8,929 9.4% 67 0.97 2015 79,097 48,689 61.6% 6,041 7.6% 60 0.97 2014 69,025 42,466 61.5% 3,923 5.7% 54 0.98 The Canadian retail segment revenue increased by 16.0% for the twelve months to CA$130.8m, with same store sales increasing 3.8% and gross margin lifting to 62.4%. The Canadian segment continues to show good growth as we achieve scale and increase market share with EBIT increasing to a record CA$14.6m, 11.2% of revenue. While sales did slow during the 2017-18 year, in the second half in particular, the Company is confident that continued growth can be achieved in the coming year. Eight stores were opened in Canada during the period, as follows: • Conestoga Mall, Ontario • Edmonton Outlet, Alberta • Fairview Mall, Ontario • McAllister Place, Ontario One store closed during the period. There were 83 stores trading at 30 June 2018. There is potential for up to 100 stores in Canada, and the Group plans to open at least five stores during the 2018-19 year, subject to availability of suitable sites. • Orchard Park Mall, British Colombia • Park Place, Alberta • Regent Mall, New Brunswick • Vaughan Mills, Ontario Michael Hill USA OPERATING RESULTS (US $000) Revenue Gross profit Gross profit as a % of revenue EBIT As a % of revenue Number of stores FX rate for profit translation Included in EBIT figures above: Impairment and disposal of assets Lease settlement and onerous lease provision 2018 9,320 5,420 58.2% (9,840) (105.6%) - 0.78 2017 12,498 7,564 60.5% (3,821) (30.6%) 9 0.75 2,775 3,958 595 71 2016 14,203 8,363 58.9% (2,599) (18.3%) 10 0.73 2015 11,290 6,535 57.9% (1,916) (17.0%) 9 0.83 2014 9,994 5,971 59.7% (2,283) (22.8%) 8 0.92 The Group exited the US operations during the year and closed all stores. No stores were trading as at 30 June 2018. MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 27 ...The Group's e-commerce platform continues to support the retail segments well with revenue increasing by 57.4%... 28 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT Emma & Roe OPERATING RESULTS (AU $000) Revenue Gross profit Gross profit as a % of revenue EBIT As a % of revenue Number of stores Included in EBIT figures above: Impairment and disposal of assets Lease settlement and onerous lease provision 2017 15,448 10,201 66.0% (7,051) (45.6%) 29 2016 9,539 6,663 69.8% (2,418) (25.3%) 16 2015 4,879 3,374 69.2% (2,884) (59.1%) 8 2018 16,934 11,216 66.2% (21,790) (128.7%) 6 7,412 6,037 Emma & Roe reported sales of $16.9m for the year. Emma & Roe results during the second half of the year were impacted by the announcement to reduce the brand’s store footprint by 24 stores, with five closing in April and 19 closing in June. The closure programme for the final six Emma & Roe stores is still in progress. Strategic Update In the latter half of the year, a detailed strategic review was conducted. The purpose of the review was to identity performance improvement opportunities for the Group within the context of the rapidly changing retail environment and changes in how customers shop. Five strategic shifts have been identified, designed to reposition Michael Hill from a traditional retailer to a differentiated omni-channel brand. Implementation of these changes is intended to increase market share through improved customer engagement across all channels and increased frequency of visit. The five key strategic shifts are: 1 OM N I-CHAN N E L: Building capability to deliver a seamless customer experience. Evolving our online experience, including integration of digital and social channels with our store network, to enable a seamless experience for customers where and when they engage with us. 2 CUSTOM E R LOYALTY: Building data capability to better service customers. Using data driven customer insights to deliver tailored customer experiences to drive brand loyalty and advocacy. 3 U N IQU E B RAN DE D COLLECTIONS: Escalate our growth of branded collections. Through enhanced designer capability, create unique branded collections to meet growing customer demand for differenti- ated products. 4 B RAN D POSITION: Strengthen and grow brand loyalty. Based on recent brand review, we will reposition our brand in market to meet the changing consumer landscape. 5 OPE RATIONAL EXCE LLE NCE: Enhance execution capability and agility. Build capability and agility throughout the organisation to adapt quickly to a fast changing retail environment. To deliver against this ambition, investment will be made in capability and infrastructure. We will add capability to the Group through the addition of a Chief Operating Officer and Chief People Officer at the executive level. A dedicated project management team has been established to execute and manage initiatives in support of the five strategic shifts identified above. Significant investment is being made in additional roles in data and digital, together with capital investment in enabling systems and infrastructure. This will require the investment of additional unallocated corporate costs of ~$3m in the coming 2018-19 year, with total planned capex across new and refurbished stores, IT systems, tools and infrastructure of ~$25m (2017-18: $24.6m). 2018-19 is a foundational year with benefits from these investments to be progressively realised. A differentiated offer in brand, product and experience would provide a platform to establish new channels and markets if considered appropriate in the coming years. MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 29 30 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT Outlook We are committed to expanding the Michael Hill brand in all three markets of Australia, New Zealand and Canada with plans to open a minimum of 10 new stores in 2018-19 across these three markets, subject to site availability. With this store growth, underpinned by the five identified strategic shifts, it is planned that our differentiated offer will deliver growth in all markets and take market share. The business will be focused on quality of earnings and continued strong gross margin performance. In the 2018-19 year we will work to deliver a better quality in-store customer experience. Proprietary branded collections revenue is planned to continue to grow as we increase investment in these ranges. Branded collections provide a unique product offering to our customers and in doing so, builds strong brand equity in the markets we operate in. While the Australian segment has reached maturity in terms of overall store numbers, it still offers potential for improved EBIT performance through a combination of increased productivity from the retail teams, improved margins, property portfolio refinements, online revenue growth, new product collections and an enhanced customer experience. The New Zealand business is expected to continue to perform well and will benefit from increased online revenue, extended product offering, improved margins, a continued refinement of the property portfolio and improved cost efficiencies, together with exploring opportunities to tap into the growing Asian consumer market. Canada still has opportunities for further store growth and we will continue to work to build its profitability through its maturing store portfolio, online revenue growth, optimisation of its in-house credit program, and increased productivity of its retail teams. e-commerce revenue is planned to continue to grow steadily in coming years as we refine our offer and optimise the online channels. Further planned investment in our e-commerce capability will take full advantage of this growth opportunity. Continued strong operational cash flows enable further debt reduction and capital investment levels to be maintained, while also leaving the Group well placed to explore opportunities aligned with the five strategic shifts. Priorities for 2018-19 • Open at least 10 new Michael Hill stores across all markets. • Reposition Michael Hill from a traditional retailer to a unique omni-channel retailer. • Branded collection sales to grow as a percentage of total revenue. • Continued improvement in inventory management to deliver further improvement in GMROI (gross margin return on investment). • Continue to invest in and develop the e-commerce business. Environmental regulation The Group has determined that no particular or significant environmental regulations apply to it. JEWELLERY FROM SPIRITS BAY, CHRISTINE HILL COLLECTION MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 31 ...Continued strong operational cash flows enable further debt reduction and capital investment levels to be maintained, while also leaving the Group well placed to explore opportunities aligned with the five strategic shifts... 32 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT RISK MANAGEMENT R ISK STRATEG I ES AN D M ITIGATION Inadequate business continuity program and/or disaster recovery strategies Insufficient leadership talent to meet growth plans Systems capability does not meet demands of business Risk of a disruptor or new competition entering our markets Breach of regulation or law in one of our jurisdictions in an ever increasingly complex legal compliance environment Inability to adjust to the rapidly changing consumer segment and retail environment The process of updating the Group’s business continuity plan and disaster recovery processes will continue into the coming year. Additional internal resource has been put in place and external consultants continue to be used to help with penetration testing and to provide other technical assessments. The decision was made recently to appoint a Chief People Officer to the executive team in an effort to strengthen our focus on people planning, talent acquisition and development of this vital resource. We are confident our people and talent strategies will continue to deliver sufficient quality resource to the business. A structured plan of system review involving significant investment has begun to facilitate the upgrade of our key business systems. We are committed to improving and differentiating the brand from our existing competitors to create a point of difference and acquire market share. This in itself helps mitigate the risk of other competitors entering our key markets and taking material market share. The Company invests via an in-house legal team who are focused on compliance in our three markets and by utilising external legal firms for specialised legal advice when required. As mentioned in the strategic update, the Group is in the process of investing in improved infrastructure and capabilities with a goal to meet the rapidly changing retail environment and the consumer of tomorrow. Non-IFRS Financial Information This report contains certain non-IFRS financial measures of historical financial performance. Non-IFRS financial measures are financial measures other than those defined or specified under all relevant accounting standards. The measures therefore may not be directly comparable with other companies' measures. Many of the measures used are common practice in the industry in which MHI operates. Non-IFRS financial information should be considered in addition to, and is not intended to be a substitute for, or more important than, IFRS measures. The presentation of non-IFRS measures is in line with Regulatory Guide 230 issued by Australian Securities and Investments Commission (ASIC) to promote full and clear disclosure for investors and other uses of financial information, and minimise the possibility of those users being misled by such information. The measures are used by management and Directors for the purpose of assessing the financial performance of the Group and individual segments. The Directors also believe that these non-IFRS measures assist in providing additional meaningful information on the drivers of the business, performance and trends, as well as the position of the Group. Non-IFRS financial measures are also used to enhance the comparability of information between reporting periods by adjusting for non-recurring or controllable factors which affect IFRS measures, to aid the user in understanding the Group's performance. Consequently, non-IFRS measures are used by the Directors and management for performance analysis, planning, reporting and incentive setting. These measures are not subject to audit. The non-IFRS measures used in describing the business performance include: • Same store sales • Earnings before Interest, tax, depreciation and amortisation (EBITDA) • Earnings before Interest and tax (EBIT) • Normalised EBIT • Significant item CALCU LATION OF NOR MALISE D E B IT Normalised EBIT has been calculated as follows: EBIT from continuing operations EBIT from discontinuing operations Group EBIT Add back E&R and US closure costs: Lease settlements Impairment and asset disposals Make good expenses Employee redundancies Provision for stock obsolescence Other expenses (Including consulting, legal fees, packaging, stationery, travel) Add back significant item: Revaluation of employee benefits Normalised EBIT $000's 50,147 (36,937) 13,210 9,833 11,188 177 1,743 1,600 964 1,391 40,106 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 33 INFORMATION ON DIRECTORS From left: Gary Smith, Emma Hill, Sir Michael Hill, Janine Allis and Robert Fyfe. Information on Directors of Michael Hill International Limited in office during the financial year and until the date of this report are set out below. Emma Jane Hill B.Com, M.B.A. Sir Richard Michael Hill K.N.Z.M. Gary Warwick Smith B.Com, F.C.A., F.A.I.C.D. Emma was appointed a Director of the Company on 9 June 2016. Sir Michael was appointed a Director of the Company on 9 June 2016. Emma has over 30 years’ experience with Sir Michael is the founder of Michael Hill subsidiaries of the Company commencing on the shop floor in Whangarei, New Zealand. She held a number of management positions in the Australian company before successfully leading the expansion of the Group into Canada as Retail General Manager in 2002. In 2011 Emma was appointed as Deputy Chair of the listed New Zealand entity and was appointed by the Board as Executive Chair of that company in December 2015. Emma holds a Bachelor of Commerce degree and an MBA from Bond University. OTHER CURRENT DIRECTORSHIPS none FORMER DIRECTORSHIPS IN LAST THREE YEARS none RESPONSIBILITIES Chair Non-Executive Director Member People Development and Remuneration Committee INTERESTS IN SHARES AND OPTIONS 167,487,526 Ordinary Shares Jeweller and was appointed as a Director of Michael Hill New Zealand Limited on 30 March 1990. He had 23 years of jewellery retailing experience before establishing Michael Hill in 1979, which then listed on the New Zealand Stock Exchange in 1987. Sir Michael’s visionary leadership has been the foundation for the Company’s successful international expansion. In 2008 he was recognised as Ernst & Young’s ‘Entrepreneur of the Year’ and in 2011 was appointed a Knight Companion of the New Zealand Order of Merit for services to business and the arts. Sir Michael was appointed Founder President of the New Zealand listed entity in 2015 in recognition of his special connection with Michael Hill for over 35 years. Sir Michael led the Group as Chairman from 1987 until December 2015. OTHER CURRENT DIRECTORSHIPS none FORMER DIRECTORSHIPS IN LAST THREE YEARS none RESPONSIBILITIES Non-Executive Director INTERESTS IN SHARES AND OPTIONS 148,330,600 Ordinary Shares Gary was appointed a Director of the Company upon incorporation on 24 February 2016. Gary has had extensive Director experience. He is Chairman of Flight Centre Travel Group, one of Australia’s top 100 public companies and is a member of their Audit and Remuneration sub-committee. He is a Chartered Accountant and a Fellow of the Australian Institute of Company Directors. He is also a Director of Tourism Events Queensland and Chair of its Audit and Risk Committee. OTHER CURRENT DIRECTORSHIPS Flight Centre Travel Group Limited Tourism Events Queensland FORMER DIRECTORSHIPS IN LAST THREE YEARS none RESPONSIBILITIES Non-Executive and Independent Director Chair Audit and Risk Management Committee Member People Development and Remuneration Committee INTERESTS IN SHARES AND OPTIONS 30,000 Ordinary Shares 34 MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT Meetings of Directors The numbers of meetings of the Company's Board of Directors and of each Board committee held during the year ended 30 June 2018, and the numbers of meetings attended by each Director were: Full meetings of Directors Meetings Meetings held attended 13 13 10 13 10 13 11 13 13 13 Audit and Risk People Development and Remuneration Meetings Meetings held attended 4 4 - - 3 4 4 4 - - Management Meetings Meetings held attended - - - - 2 2 2 2 2 2 E J Hill Sir R M Hill G W Smith R I Fyfe J S Allis Committee membership As at the date of this report, Michael Hill International Limited has an Audit and Risk Management Committee and a People Development and Remuneration Committee. Audit and Risk Management Committee Gary Smith c Janine Allis Rob Fyfe People Development and Remuneration Committee Rob Fyfe c Emma Hill Gary Smith c designates chair of the committee Robert Ian Fyfe B.Eng, F.E.N.Z Janine Suzanne Allis Company Secretary Rob was appointed a Director of the Company on 9 June 2016. Rob served as CEO of Air New Zealand between 2005 and 2012, a period that saw a resurgence in Air New Zealand to become one of the most recognised and awarded airlines in the world and one of the best performers in a tough industry. Prior to Air New Zealand, Rob had gained extensive general management experience in various retail businesses operating in New Zealand, Australia and Great Britain. OTHER CURRENT DIRECTORSHIPS Antarctica New Zealand Air Canada FORMER DIRECTORSHIPS IN LAST THREE YEARS Icebreaker Limited RESPONSIBILITIES Non-Executive and Independent Director Chair People Development and Remuneration Committee Member Audit and Risk Management Committee INTERESTS IN SHARES AND OPTIONS 63,640 Ordinary Shares The Company Secretary is Katherine A. Hammond LLB (Hons), BA, GradDipLegPrac. Katherine was appointed to the position of Company Secretary on 22 January 2018, the same day she joined the Group. Katherine holds a Bachelor of Laws with Honours and a Bachelor of Arts from the University of Queensland and is admitted to practice as a Solicitor of the Supreme Court of Queensland. Prior to her appointment as Company Secretary, Katherine practiced law for 8 years in the areas of mergers & acquisitions, capital markets and corporate advisory, which included advising listed and unlisted entities on governance, compliance and transactional matters. Mary-Anne Greaves was appointed as Company Secretary on 11 July 2016 and resigned on 15 December 2017. Andrew Lowe, Chief Financial Officer, was appointed as Company Secretary on 15 December 2017 and resigned as Company Secretary on 22 January 2018, upon the appointment of Katherine Hammond. Janine was appointed a Director of the Company on 9 June 2016. Janine is the Founder and Executive Director of Retail Zoo Pty Ltd which currently owns three brands - Boost Juice, Salsa’s Fresh Mex Grill and Cibo. The Retail Zoo network has over 500 stores in 13 countries. Janine’s strong retail experience was obtained by creating Boost Juice Bars and turning it into an iconic Australian brand with over 95% awareness rate in the Australian market. Drive and passion have translated into over $2 billion in global sales from inception and has earned Janine many accolades, including Telstra Businesswoman of the Year, Amex Franchisor of the Year and ARA Retailer of the Year. She was inducted into the Australian Business Women Hall of Fame as well as BRW listing Janine in the top 15 people who have changed the way we do business in the last 20 years. Janine now shares her knowledge with others, including through her role as a ‘Shark’, investor and mentor on Channel Ten’s Shark Tank. OTHER CURRENT DIRECTORSHIPS Retail Zoo Pty Ltd FORMER DIRECTORSHIPS IN LAST THREE YEARS none RESPONSIBILITIES Non-Executive and Independent Director Member Audit and Risk Management Committee INTERESTS IN SHARES AND OPTIONS 150,000 Ordinary Shares MICHAEL HILL INTERNATIONAL LIMITED DIRECTORS' REPORT 35 ...Compensation levels for key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced directors and executives... 36 36 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT AUDITED REMUNERATION REPORT The Directors present the 2018 Michael Hill International Limited remuneration report, outlining key aspects of our remuneration policy and framework, and remuneration awarded during the 2018 financial year. Remuneration framework The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. PR I NCI PLES OF COM PE NSATION Remuneration is referred to as compensation throughout this report. Key management personnel ('KMP'), including Directors of the Company and other executives, have authority and responsibility for planning, directing and controlling the activities of the Group. For the 2018 financial year, it was determined that the KMP of Michael Hill International were: • Chief Executive Officer (CEO) - Phil Taylor • Chief Financial Officer (CFO) - Andrew Lowe (appointed 4 December 2017) • Chief Information Officer (CIO) - Matt Keays • Group Executive Supply Chain (GESC) - Galina Hirtzel • Chief Customer Officer (CB&CO) - Vanessa Brennan (appointed 15 January 2018) • Group Executive Human Resources (GEHR) - Stewart Silk Compensation levels for key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced directors and executives. The People Development and Remuneration Committee obtains independent advice every three years on the appropriateness of compensation packages of the Group given trends in comparative companies both locally and internationally, and the objectives of the Group’s compensation strategy. The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account the capability and experience of the KMP, and the KMP's ability to control the relevant segment's performance. The Executive Remuneration framework consists of: 1 Total Fixed Remuneration ('TFR') - includes fixed cash remuneration and superannuation component. 2 Short term incentive ('STI') - on target performance is determined as a percentage of TFR, 70% of the STI is directly aligned to achieving the Group EBIT return on average total assets ('ROA') hurdle (15% ROA) and 30% based on achievement of individual performance plans. 3 Long term incentive ('LTI') - alignment of executive incentives with the long term performance is achieved by way of a deferred remuneration component. An issue of share rights is made to participants of the scheme, the quantum being a % of the STI earned. The current remuneration policy settings for the KMP are as follows: CEO CFO TFR set at 90% of market median On target STI set at 75% of TFR LTI set at 30% of STI achieved TFR set at 90% of market median On target STI set at 50% of TFR LTI set at 30% of STI achieved CB&CO TFR set at 90% of market median CIO GESC GEHR On target STI set at 35% of TFR LTI set at 30% of STI achieved TFR set at 90% of market median On target STI set at 35% of TFR LTI set at 30% of STI achieved TFR set at 90% of market median On target STI set at 35% of TFR LTI set at 30% of STI achieved TFR set at 70% of market median On target STI set at 35% of TFR LTI set at 30% of STI achieved TOTAL FIXE D COM PE NSATION Fixed compensation consists of base compensation as well as leave entitlements and employer contributions to superannuation funds. Compensation levels are reviewed annually by the People Development and Remuneration Committee through a process that considers individual, segment and overall performance of the Group. In addition, external consultants provide analysis and advice every three years to ensure the Directors’ and senior executives’ compensation is competitive in the market place. A senior executive’s compensation is also reviewed on promotion. MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 37 PE R FOR MANCE LI N KE D COM PE NSATION Performance linked compensation includes both short-term and long-term elements, and is designed to reward senior executives for meeting or exceeding their financial and personal objectives. The STI is an ‘at risk’ annual cash payment, while the LTI is a deferred compensation plan providing rights over ordinary shares of the Company under the rules of the executive incentive plan. SHORT-TE R M I NCE NTIVE The short term incentive scheme is comprised of two components; 70% of the STI for key management personnel is linked to achievement of the Group's EBIT return on average total assets hurdle (15% ROA) for the year and 30% is linked to the achievement of key performance indicators ('KPI's') that are agreed in personal performance plans ('PPP's'), at the start of the reporting period. The process and scheme provides an ongoing performance management system, along with integrated reporting for visibility and transparency of progress by each senior executive. The framework aligns the senior executive KPIs to delivery of the strategic plan, divisional business plans along with critical operational measures and leadership measures of each role. The following points outline the framework: • The policy and framework cascades from the CEO to Group Executives with the intention in 2018-19 to cascade relevant KPIs further down through the levels of management. This aims to ensure key aspects of the Group’s strategic plan, divisional business plans, along with critical drivers of business outcomes are clearly identified at each level of leadership. This includes personal development plans, and leadership performance. • The metrics are assessed monthly (on a YTD basis) and along with normal operational metrics, provides the basis for monthly work in progress ('WIP') reviews. LONG-TE R M I NCE NTIVE Options were issued under the Executive Incentive Plan (made in accordance with thresholds set in plans approved by shareholders). The ability to exercise the options is conditional on continuing employment with the Group. The options issued during the year relates to the entitlements set in the prior years. Options previously issued are detailed in this report and most recent Appendix 3B. The Company introduced a deferred compensation plan ('LTI') involving the granting of share rights to eligible participants in the 2015-16 financial year and was approved by shareholders at the Company’s Annual General Meeting held on 31 October 2016. Under the plan, an executive may be granted share rights by the Company. Each share right represents a right to receive one ordinary share in the Company, subject to the terms and conditions of the rules of the plan. An allocation of share rights is made to each eligible participant on an annual basis to a value of 30% of the STI payment earned1. 38 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT The share rights progressively vest2 over a 3, 4 and 5 year period from the date of issue and are only retained on exiting the business in the event that the participant is deemed a 'Good Leaver' pursuant to the LTI plan rules. Feature Opportunity/ 30% of respective STI which is issued to the Allocation Executive by way of share rights which are granted and vest in 3 tranches. Each right represents a right to acquire one ordinary share in the Company. Tranches Exercise Year 3 - provided participant remains employed with the Company, 25% will vest Year 4 - provided participant remains employed with the Company, 25% will vest Year 5 - provided participant remains employed with the Company, 50% will vest Once the rights have vested, Participants can exercise them. They can be exercised by completing and returning to the Company an Exercise Notice. Expiry Rights will expire on the date 15 years from the grant date. In addition to the share rights issued to the CEO and other eligible senior executives of the Group under the incentive plan, the CEO was granted share rights as part of the CEO package, which were granted to Mr Taylor during his tenure as interim CEO between 8 August 2016 and 6 March 2017. An allocation of share rights equal to 75% of 2016 TFR ($325,500) per annum for 3 years from 1 September 2016 were made to the CEO. Each tranche of share rights will vest at a date which is 3 years from the date of issue and are only retained provided Mr Taylor is employed by the Group at the commencement of the financial year in which the share right vesting is scheduled to occur. Termination of employment prior to each corresponding 3 year period will result in all unvested share rights being forfeited3. 1 The number of share rights in each tranche is based on the prescribed dollar value for each tranche divided by the volume weighted average share price of Michael Hill International shares over 5 trading days following the Michael Hill International shares trading on an ex-dividend basis. 2 On vesting each share right represents a right to receive one (1) ordinary share in the Company. No exercise price is payable upon the exercise of any share rights. 3 The additional share rights component of Mr Taylor's remuneration package is a continuation of the existing plan agreed to upon Mr Taylor's appointment as interim CEO. As a consequence, the deemed issue date for the second tranche of share rights was 18 October 2017 and the corresponding vesting date is 1 July 2020. The third tranche of share rights is anticipated to be issued later this year and the corresponding vesting date will be 1 July 2021. SHORT-TE R M AN D LONG-TE R M I NCE NTIVE STR UCTU R E The People Development and Remuneration Committee considers that the above performance-linked compensation structure is generating the desired outcome. The scheme is already demonstrating a close correlation between executive remuneration, achievement of budget targets and share price performance as desired. In 2017-18, the performance linked component of compensation comprises approximately 13% of total payments to senior executives (2016-17: 7%). In the current year the Group didn't meet its overall Board targets, and as a consequence bonuses earned by KMP's in the current financial year were between 50 and 70% lower than the targeted STI% of TFR. R E M U N E RATION POLICY AN D LI N K TO PE R FOR MANCE Our People Development and Remuneration Committee is made up of two independent, non-executive Directors and the Chair of the Board of Directors. The committee reviews and determines our remuneration policy and structure annually to ensure it remains aligned to business needs, and meets the Group's remuneration principles. The Committee also engages external remuneration consultants every three years to assist with this review. The People Development and Remuneration Committee is a committee of the Board. It is primarily responsible for making recommendations to the Board on: • the over-arching executive remuneration framework • operation of the incentive plans which apply to the senior executives (the executive team), including key performance indicators and performance hurdles • remuneration levels of executives, and • non-executive Director fees. Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term interests of the Company The Corporate Governance Statement provides further information on the role of this committee. The ASX Corporate Governance Principles and Recommendations rules and principles may materially differ from NZX's Corporate Governance rules and NZX Code. In particular, the Board aims to ensure that remuneration practices are: • competitive and reasonable, enabling the Company to attract and retain key talent • aligned to the Company's strategic and business objectives and the creation of shareholder value • transparent and easily understood, and • acceptable to shareholders. Figure 1: Remuneration framework Element Purpose Performance metrics Potential value Changes for FY 2019 Total fixed remuneration (TFR) Provide competitive market salary including superannuation and non-monetary benefits All executives are reviewed in line with personal performance plans Positioned at a percentage of median market rate Reviewed in line with market STI LTI Reward for in-year performance CEO: 75% of TFR CFO: 50% of TFR Execs: 35% of TFR 70% of the target STI is calculated on a return on total assets basis. 30% of the target STI is based on a range of KPI's Alignment to long-term shareholder value Nil CEO: 30% of STI CFO: 30% of STI Execs: 30% of STI Nil Nil MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 39 BALANCI NG SHORT-TE R M AN D LONG-TE R M PE R FOR MANCE Annual incentives are set between 35% and 75% of TFR, in order to drive performance without encouraging undue risk-taking. Long-term incentives are assessed over a 3 to 5 year period and are designed to promote long-term stability in shareholder returns and talent retention. The actual remuneration mix for FY 2018 is shown in figure 2 below and target remuneration mix for 2019 is in figure 3 below. It reflects the STI opportunity for the 2018-19 year that will be available if the performance conditions are satisfied at target, and the value of the LTI rights and options granted for the year, as determined at the grant date. Figure 2: Actual remuneration mix for FY 2018 Figure 3: Target remuneration mix for FY 2019 CEO KMP 64% 13% 3% 22% CEO 41% 31% 9% 19% 83% 11% 6% KMP 62% 29% 9% ■ TFR ■ STI ■ LTI ■ ENGAGEMENT PACKAGE ■ TFR ■ STI ■ LTI ■ ENGAGEMENT PACKAGE ASSESSI NG PE R FOR MANCE AN D CLAW-BACK OF R E M U N E RATION The People Development and Remuneration Committee is responsible for assessing performance against KPIs and determining the STI and LTI to be paid. In the event of serious misconduct or a material misstatement in the Company’s financial statements, the People Development and Remuneration Committee can cancel or defer performance-based remuneration. CONSEQU E NCES OF PE R FOR MANCE ON SHAR E HOLDE R WEALTH In considering the Group’s performance and benefits for shareholder wealth, the People Development and Remuneration Committee have regard to the following indices in respect of the current financial year and the previous four financial years. NPAT NPAT from continuing operations EBIT* EBIT from continuing operations* Normalised EBIT* Dividends payments ($000) Share price as at 30 June (NZ$ 2016 to 2014) Return on shareholders equity Return on average total assets 2018 $000 4,610 34,818 13,210 50,147 40,106 19,371 $.97 17.8% 9.1% 2017 $000 32,648 44,132 48,117 62,332 48,117 19,264 $1.11 22.7% 11.4% 2016 $000 19,577 26,330 47,058 54,424 47,058 17,490 $1.14 14.1% 7.2% 2015 $000 27,754 33,219 42,061 48,558 42,061 23,176 $1.06 18.0% 9.6% 2014 $000 25,041 28,171 42,151 45,212 42,151 22,336 $1.24 15.9% 8.9% * EBIT and Normalised EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information on page 33 of the Directors Report for an explanation of Non-IFRS information and a reconciliation of EBIT from continuing operations and Normalised EBIT. EBIT and ROA hurdles are considered the primary financial performance targets in setting the STI. Profit amounts for 2014 to 2018 have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. This also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The overall level of compensation takes into account the performance of the Group over a number of years. OTH E R B E N E FITS Key management personnel do not receive additional benefits, such as non-cash benefits, other than statutory superannua- tion, as part of the terms and conditions of their appointment. LOANS TO KEY MANAG E M E NT PE RSON N E L The Company does not provide loans to KMPs or other senior executives. 40 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT SE RVICE CONTRACTS It is the Group’s policy that service contracts for KMPs, excluding the chief executive officer, are unlimited in term but capable of termination on three months’ notice and that the Group retains the right to terminate the contract immediately, by making payment equal to three months’ pay in lieu of notice. The Group has entered into a service contract with four KMPs that are capable of termination on three months’ notice. The Group retains the right to terminate a contract immediately by making payment equal to three months’ pay in lieu of notice. The KMPs are also entitled to receive on termination of employment their statutory entitlements of accrued annual and long service leave, together with any superannuation benefits. The Group has entered into a service contract with two KMPs that are capable of termination on six month's notice. The Group retains the right to terminate a contract immediately by making payment equal to six months' pay in lieu of notice. The KMP is also entitled to receive on termination of employment their statutory entitlements of accrued annual and long service leave, together with any superannuation benefits. CEO CONTRACT The Group has entered into a service contract with the CEO, Phil Taylor who was appointed CEO on 6 March 2017 after a period as Interim CEO following the resignation of the former CEO, Mike Parsell on 8 August 2016. The service contract does not contain any probationary period or fixed term. The remuneration payable to Mr Taylor is as follows: a Annual base salary - $707,594 (inclusive of the statutory superannuation contributions but excluding leave provisions). b Short terms incentives (STI) - 75% of base salary payable in cash on performance of agreed Group profit targets based on a return on asset formula (70% of STI) and other agreed annual key indicators (30% of STI). c Deferred compensation plan (LTI) - an allocation of share rights on an annual basis to a value of 30% of the STI payment earned in the preceding year1. The share rights progressively vest2 over a 3 to 5 year period from the date of issue and are retained on exiting the business in the event that Mr Taylor is deemed a 'Good Leaver' pursuant to the LTI plan rules. d Interim CEO engagement package - an allocation of share rights equal to 75% of 2016 TFR ($325,500) per annum for 3 years from 1 September 2016. Each tranche of share rights will vest at a date which is 3 years from the date of issue and are retained provided Mr Taylor is employed by the Group at the commencement of the financial year in which the share right vesting is scheduled to occur. Termination of employment prior to each corresponding 3 year period will result in all unvested share rights being forfeited3. Either party may terminate the engagement on six months' notice. Otherwise, the Group may terminate Mr Taylor's position for serious misconduct or professional negligence. Mr Taylor will be restrained for up to 18 months following the cessation of his engagement with the Group from soliciting business, customers, suppliers or employees of the Group. The service contract outlines the components of compensation but does not prescribe how compensation levels are modified year to year. The People Development and Remuneration Committee reviews compensation levels each year to take into account cost-of-living changes, any change in the scope of the role performed by the senior executive and any changes required to meet the principles of compensation policy. 1 The number of share rights in each tranche is based on the prescribed dollar value for each tranche divided by the volume weighted average share price of Michael Hill International shares over 5 trading days following the Michael Hill International shares trading on an ex-dividend basis. 2 On vesting, each share right represents a right to receive one (1) ordinary share in the capital of the Company. No exercise price is payable upon the exercise of any share right. 3 The additional share rights component of Mr Taylor's remuneration package is a continuation of the existing plan agreed to upon Mr Taylor's appointment as interim CEO. As a consequence, the deemed issue date for the second tranche of share rights is 18 October 2017 and the corresponding vesting date is 1 September 2020. DI R ECTOR CONSU LTI NG AG R E E M E NT Michael Hill Group Services Pty Limited ACN 134 562 440, a subsidiary of Michael Hill International Limited (MHIL), has entered into a consultancy agreement (Consultancy Agreement) with Robert Ian Fyfe. Mr Fyfe is a non-executive Director of MHIL. Details of the Consultancy Agreement were disclosed to the ASX and NZX on 31 August 2017. The Board (with Rob abstaining) formed the view that the Consultancy Agreement is on arm’s length commercial terms. Under the Consultancy Agreement, Mr Fyfe provides mentoring support to the CEO, Phil Taylor. Mr Taylor was appointed to the role of CEO following a long and successful career with Michael Hill, as CFO leading the global finance team. The Board identified an opportunity to expand Mr Taylor’s leadership capability to ensure that Mr Taylor is well equipped for the significant leadership responsibilities and challenges as CEO. Mr Fyfe is a very well regarded business leader, with deep CEO and leadership experience including having successfully led Air New Zealand MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 41 with over 11,000 employees. Over many years during Mr Fyfe’s tenure, Air New Zealand was recognised globally for, its brand, marketing, service culture and overall business performance. Combined with Mr Fyfe’s understanding of the Michael Hill business, the Board recognised that he is well positioned to provide Mr Taylor with tailored leadership mentoring. Mr Fyfe typically spends one to two days with Mr Taylor every six weeks where he observes Mr Taylor’s management practices and provides Mr Taylor with feedback and suggested techniques and styles that Mr Taylor may adopt to enhance the effectiveness of his management and leadership. The mentoring also enables the Board to gain greater insight into the leadership culture, strengths and challenges. Mr Fyfe’s mentoring is non-prescriptive and Mr Fyfe does not participate in management decisions. Mr Fyfe and the Board consider that Mr Fyfe maintains an ability to bring independent and critical assessment of Mr Taylor’s performance as CEO. The income derived by Mr Fyfe (or entities Mr Fyfe controls) under the Consultancy Agreement accounts for less than 10% of Mr Fyfe’s aggregate annual income for FY18. For FY18, a total amount of $84,000 was paid pursuant to the Consultancy Agreement; this comprised an amount of $64,000 paid to Rob Fyfe and an amount of $20,000 paid to The People Shop Ltd. The Board anticipates that less than $100,000 will be paid pursuant to the Consultancy Agreement for FY19 and will be paid to The People Shop Ltd. SE RVICES FROM R E M U N E RATION CONSU LTANTS The People Development and Remuneration Committee engaged a remuneration consultant during the 2016 financial year to review the amount and elements of the key management personnel remuneration and provide recommendations in relation thereto. It is the committee's intention to engage consultants every 3 years to review and advise on executive remuneration. NON-EXECUTIVE DI R ECTORS Total compensation for all non-executive Directors, last voted upon by shareholders on 29 June 2016, is not to exceed $840,000 per annum and is set based on advice from external advisors with reference to fees paid to other non-executive Directors of comparable companies. Directors’ base fees are presently $96,805 per annum. Where a Director serves as Chair on the People Development and Remuneration Committee they are entitled to an additional payment of $20,000 per annum. Where a Director serves as Chair on the Audit and Risk Committee they are entitled to an additional payment of $30,000 per annum. All non-executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of Director. The Board Chair receives up to twice the base fee. Non-executive Directors do not receive performance-related compensation. Directors’ fees cover all main board activities and membership of committees. Non-executive directors are not provided with retirement benefits apart from statutory superannuation. DI R ECTORS' AN D KM Ps' R E M U N E RATION Details of the nature and amount of each major element of remuneration of each Director of the Company, and other key management personnel of the consolidated entity are: Short-term Long-term Salary & STI cash bonus fees Other TOTAL Long service Superannuation Termination leave benefits Post- Share- based employment payments Options benefits and rights TOTAL Value of Proportion options as remuneration performance proportion of remuneration related Non-executive Directors $ $ $ $ $ $ $ $ $ % % Emma Jane Hill Sir Richard Michael Hill Gary Warwick Smith Robert Ian Fyfe Janine Suzanne Allis Total Directors' remuneration 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 193,610 190,000 96,805 95,000 115,804 104,072 116,805 115,000 96,805 95,000 - - - - - - - - - - - - - 84,000 - - - - - - 193,610 190,000 96,805 95,000 115,804 104,072 200,805 115,000 96,805 95,000 - - - - - - - - - 11,001 - 10,928 - - - - - - - - 2018 2017 619,829 599,072 - 84,000 - - 703,829 599,072 - 11,001 - 10,928 - - - - - - - - - - - - - 193,610 - 190,000 96,805 - - 95,000 - 126,805 - 115,000 - 200,805 - 115,000 96,805 - 95,000 - - 714,830 - 610,000 - - - - - - - - - - - - - - - - - - - - - - - - 42 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT  Short-term Long-term Salary & fees STI cash bonus Other TOTAL Long service Superannuation benefits leave employment Post- Share-based payments Options and rights Termination benefits TOTAL $ $ $ $ $ $ $ $ $ Proportion Value of options as remuneration performance proportion of remuneration % related % KMPs Phil Taylor, CEO (Formerly Interim CEO and CFO) Andrew Lowe, CFO (Appointed 4 December 2017) 2018 2017 720,306 119,407 691,733 167,267 - - 839,713 20,625 19,427 - 313,940 1,193,705 10.00% 26.30% 859,000 112,205 30,627 - 227,332 1,229,164 13.61% 18.49% 2018 180,200 47,320 - 227,520 2,890 15,981 - 2,979 249,370 18.98% 1.19% Vanessa Brennan, CB&CO (Appointed 15 January 2018) 2018 192,980 70,000 Matt Keays, CIO 2018 2017 324,316 30,802 311,000 39,150 Galina Hirtzel, GESC 2018 281,606 24,609 2017 274,083 29,321 Stewart Silk, GEHR 2018 2017 216,018 6,830 216,847 24,023 Mike Parsell, CEO (Resigned 8 August 2016) 2017 61,037 - Anna Shaw, CMO (Resigned 22 March 2017) 2017 304,022 68,000 - - - - - - - - - 262,980 2,976 17,018 355,118 5,596 25,000 350,150 5,764 29,760 306,215 6,243 23,355 303,404 7,818 28,235 222,848 5,462 22,443 240,870 4,114 27,640 - - - - - - - 4,113 287,087 24.38% 1.43% 14,461 400,175 7.70% 3.61% 12,122 397,796 9.84% 3.05% 34,682 370,495 6.64% 9.36% 37,956 377,413 7.77% 10.06% 32,689 283,442 2.41% 11.53% 36,281 308,905 7.78% 11.75% 61,037 (3,984) 38,623 1,603,742 - 1,699,418 -% -% 372,022 - 29,498 - - 401,520 16.94% -% Total KMPs' remuneration Total Directors' and KMPs' remuneration 2018 1,915,426 298,968 - 2,214,394 43,792 123,224 - 402,864 2,784,274 10.74% 14.47% 2017 1,858,722 327,761 - 2,186,483 125,917 184,383 1,603,742 313,691 4,414,216 7.43% 7.11% 2018 2,535,255 298,968 84,000 2,918,223 43,792 134,225 - 402,864 3,499,104 8.75% 11.80% 2017 2,457,794 327,761 - 2,785,555 125,917 195,311 1,603,742 313,691 5,024,216 6.52% 6.24% Notes in relation to the table of Directors' and KMPs' remuneration: a) The amount of $200,805 in respect of Robert Ian Fyfe’s salary & fees comprises an amount of $116,805 in respect of director fees and an amount of $84,000 in respect of services provided pursuant to a consultancy agreement (Consultancy Fees); the Consultancy Fees comprised an amount of $64,000 paid to Rob Fyfe and an amount of $20,000 paid to The People Shop Ltd. Further details regarding the consulting agreement are set out in the Service contracts section above on page 41. b) The short-term incentive bonus is for performance during the respective financial year using the criteria set out on page 38 of the Remuneration report. The amount was determined on 24 August 2018 after performance reviews were completed and approved by the People Development and Remuneration Committee. c) The fair value of options is calculated at the date of grant using the Binomial option-pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options recognised as an expense in each reporting period. d) Mike Parsell's termination benefits were approved by shareholders and the Board on 31 October 2016. MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 43 ANALYSIS OF BON USES I NCLU DE D I N R E M U N E RATION Details of the vesting profile of the short-term incentive cash bonuses awarded as remuneration to each Director of the Company, and other key management personnel are detailed below. Short-term incentive bonus KMPs Phil Taylor Andrew Lowe Vanessa Brennan Matt Keays Galina Hirtzel Stewart Silk Target bonus available $ Included in remuneration $ (a) Amounts forfeited $ (b) Vested in year % 530,595 169,000 150,500 118,470 106,995 85,371 159,209 50,700 70,000 35,541 32,099 25,611 371,386 118,300 80,500 82,929 74,896 59,760 100% 100% 100% 100% 100% 100% a) Amounts included in remuneration for the financial year represent the amount related to the financial year based on achievement of personal goals and satisfaction of specified performance criteria. The People Development and Remuneration Committee approved these amounts on 23 August 2018. b) The amounts forfeited due to the performance or service criteria not being met in relation to the current financial year. Additional statutory information EQU ITY I NSTR U M E NTS All options refer to options over ordinary shares of Michael Hill International Limited, which are exercisable on a one-for-one basis under the Executive Incentive Plan. OPTIONS AN D R IG HTS OVE R EQU ITY I NSTR U M E NTS ISSU E D AS COM PE NSATION Details of tranches issued over ordinary shares in the Company that were issued as compensation to each key management person during the reporting period under previously granted options and details on options that vested during the reporting period are as follows: Number of options issued during 2018 Option issue date Fair value Exercise price per option at grant date per option Expiry date Number of options vested during 2018 KMPs Galina Hirtzel Stewart Silk 100,000 05/10/2017 100,000 05/10/2017 nz$0.148 nz$0.148 au$1.44 30/09/2027 au$1.44 30/09/2027 - - All options expire on their expiry date or within 3 months of termination of the individual's employment. The options are exercisable 5 years from release date. The options are conditional on continuing service. For options issued in the current year, the earliest exercise date is 30/09/2022. MODI FICATION OF TE R MS OF EQU ITY-SETTLE D SHAR E-BASE D PAYM E NT TRANSACTIONS No terms of equity-settled share-based payment transactions (including options and rights granted as compensation to a key management person) have been altered or modified by the issuing entity during the reporting period or the prior period. The exercise price of any future option grants will be set by using the same method, with reference to the Australian Securities Exchange ('ASX'). Upon exercise of any option previously granted with a NZ$ exercise price, the $ exercise price will be converted to AU$ with reference to the Reserve Bank of Australian foreign exchange rate on that date. U N ISSU E D SHAR ES As at the date of this report, there were 3,800,000 unissued ordinary shares under options. Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate. 44 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT ANALYSIS OF OPTIONS AN D R IG HTS OVE R EQU ITY I NSTR U M E NTS G RANTE D AS COM PE NSATION Details of vesting profiles of the options issued as remuneration to each key management person of the Group are detailed below. When exercisable, each option is convertible into one ordinary share of Michael Hill International Limited. The vesting conditions are set out in note 20(a). Options granted KMPs Phil Taylor Total Galina Hirtzel Total Stewart Silk Total Number Issue date* Exercise price $ % % forfeited exercisable in year in year** Financial years in which option vests Financial years in which option exercisable 750,000 150,000 150,000 150,000 150,000 150,000 750,000 2,250,000 500,000 100,000 100,000 100,000 100,000 900,000 500,000 100,000 100,000 100,000 100,000 900,000 Nov 2007 Nov 2009 Sep 2010 Sep 2011 Sep 2012 Sep 2013 Dec 2013 Dec 2013 Sep 2014 Sep 2015 Sep 2016 Oct 2017 Dec 2013 Sep 2014 Sep 2015 Sep 2016 Oct 2017 nz$1.25 100% - nz$0.94 - nz$0.88 - nz$1.16 - nz$1.41 - nz$1.82 - nz$1.82 100% 2008-2012 2013-2018 100% 2010-2014 2015-2020 100% 2011-2015 2016-2021 100% 2012-2016 2017-2022 100% 2013-2017 2018-2023 - 2014-2018 2019-2024 - 2014-2018 2019-2024 nz$1.82 nz$1.63 nz$1.14 au$2.12 au$1.44 nz$1.82 nz$1.63 nz$1.14 au$2.12 au$1.44 - - - - - - - - - - 2014-2018 2019-2024 - 2015-2019 2020-2025 - 2016-2020 2021-2026 - 2017-2021 2022-2027 2018-2022 2023-2028 - 2014-2018 2019-2024 - 2015-2019 2020-2025 - 2016-2020 2021-2026 - 2017-2021 2022-2027 - 2018-2022 2023-2028 * The issue date refers to the date of the tranches prescribed in the options agreement. ** The percentage forfeited in the year represents the reduction from the maximum number of options available to vest due to performance criteria not being achieved. ANALYSIS OF MOVE M E NTS I N OPTIONS The movement during the reporting period, by value, of options over ordinary shares in the Company held by each key management person is detailed below. Value of options issued in the year Value of options exercised in year Phil Taylor Andrew Lowe Vanessa Brennan Matt Keays Galina Hirtzel Stewart Silk - - - - nz$14,790 nz$14,790 - - - - - - MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 45 SHAR E R IG HTS The number of share rights issued to KMPs and senior executives during the last financial year (including the interim CEO engagement package) was 536,551 share rights. Of these, share rights issued to KMPs are set out below (including the CEO engagement package). Number of share rights issued Fair value per share right $ Phil Taylor Andrew Lowe Vanessa Brennan Matt Keays Galina Hirtzel Stewart Silk 358,570 - - 11,210 8,395 6,878 1.05 - - 1.05 1.05 1.05 R ECONCI LIATION OF OPTIONS AN D SHAR E R IG HTS H E LD BY KM P The table below shows a reconciliation of options held by each KMP during the 2018 financial year. All vested options were exercisable. Balance at the start of the year Balance at the end of the year Vested Unvested Issued as Vested Exercised Forfeited Vested and Un-vested compensation exercisable Phil Taylor Galina Hirtzel Stewart Silk Total 2,250,000 - - - 800,000 800,000 2,250,000 1,600,000 - 100,000 100,000 200,000 - - - - - - - - No options were exercised during the period. No amounts are unpaid on any shares issued on the exercise of options. (750,000) 1,500,000 - - - 900,000 900,000 (750,000) 1,500,000 1,600,000 - - This table below details share rights that were issued, vested and forfeited during the year for each KMP. P Taylor M Keays G Hirtzel S Silk Total Balance at start of the year Number 263,593 24,051 21,824 18,484 327,952 Granted during the year Vested Forfeited Balance at end of year (unvested) Number Number Number - - - - - 358,570 11,210 8,395 6,878 385,053 - - - - - Number 622,163 35,261 30,219 25,362 713,005 Share rights relating to the current reporting period are anticipated to be granted in late 2018. The number of shares will depend on the Michael Hill International Limited’s share price over the five days prior to the grant date. VOTI NG OF SHAR E HOLDE RS AT LAST YEAR'S AN N UAL G E N E RAL M E ETI NG Michael Hill International Limited received more than 99.92% of “yes” votes on its remuneration report for the 2017 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. 46 MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT I NSU RANCE OF OFFICE RS The Company’s Constitution provides that it may indemnify any person who is, or has been, an officer of the Group, including the Directors, the Secretaries and other officers, against liabilities incurred whilst acting as such officers to the extent permitted by law. The Company has entered into a Deed of Indemnity, Insurance and Access with each of the Company’s Directors, Company Secretary and certain other officers. No Director or officer of the Company has received benefits under an indemnity from the Company during or since the end of the year. The Company has paid a premium for insurance for officers of the Group. This insurance is against a liability for costs and expenses incurred by officers in defending civil or criminal proceedings involving them as such officers, with some exceptions. The contract of insurance prohibits disclosure of the nature of the liability insured against and the amount of the premium paid. I N DE M N ITY OF AU DITORS To the extent permitted by law, the Company has agreed to indemnify its auditor, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the financial year. NON-AU DIT SE RVICES The following non-audit services were provided by the entity's auditor, Ernst & Young Australia. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. Ernst & Young Australia received or are due to receive the following amounts for the provision of non-audit services: Ernst & Young firm advisory fees Total remuneration for non-audit services 2018 $ 170,231 170,231 2017 $ 7,416 7,416 AU DITOR'S I N DE PE N DE NCE DECLARATION A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 48. ROU N DI NG OF AMOU NTS The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the Directors' report. Amounts in the Directors' report have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, to the nearest dollar. This report is made on 24 August 2018 in accordance with a resolution of Directors as required by section 298 of the Corporations Act 2001. E. J. Hill, Chair Brisbane 24 August 2018 JEWELLERY FROM INFINITAS BY MICHAEL HILL COLLECTION MICHAEL HILL INTERNATIONAL LIMITED REMUNERATION REPORT 47 Ernst & Young 111 Eagle Street Brisbane QLD 4000 Australia GPO Box 7878 Brisbane QLD 4001 T +61 7 3011 3333 F +61 7 3011 3100 ey.com/au AUDITOR’S INDEPENDENCE DECLARATION to the Directors of Michael Hill International Limited As lead auditor for the audit of Michael Hill International Limited for the financial year ended 30 June 2018, I declare to the best of my knowledge and belief, there have been: a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Michael Hill International Limited and the entities it controlled during the financial year. Ernst & Young Alison de Groot Partner 24 August 2018 48 JEWELLERY: SPIRITS BAY, CHRISTINE HILL COLLECTION FINANCIAL STATEMENTS The Directors present the consolidated financial statements of Michael Hill International Limited and its subsidiaries for the year ended 30 June 2018 50 CONSOLI DATE D STATE M E NT OF COM PR E H E NSIVE I NCOM E 51 CONSOLI DATE D STATE M E NT OF FI NANCIAL POSITION 52 CONSOLI DATE D STATE M E NT OF CHANG ES I N EQU ITY 53 CONSOLI DATE D CASH FLOW STATE M E NT 54 NOTES TO TH E CONSOLI DATE D FI NANCIAL STATE M E NTS 93 DI R ECTORS' DECLARATION 94 AU DITOR'S R E PORT 49 Consolidated statement of comprehensive income FOR THE YEAR ENDED 30 JUNE 2018 Revenue from continuing operations Other income Cost of goods sold Employee benefits expense Occupancy costs Marketing expenses Selling expenses Impairment of property, plant and equipment Impairment of other assets Onerous lease provision Depreciation and amortisation expense Loss on disposal of property, plant and equipment Other expenses Finance costs Profit before income tax Income tax expense Profit from continuing operations Profit/(loss) from discontinued operations Profit for the year Other comprehensive income Item that may be reclassified subsequently to profit or loss: Cash flow hedges Currency translation differences arising during the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Total comprehensive income for the year attributable to: Owners of Michael Hill International Limited Total comprehensive income for the year attributable to owners of Michael Hill International Limited arises from: Continuing operations Discontinuing operations NOTES 4 5(a) 8(c) 5(b) 5(b) 6 14 9(b) 9(b) 2018 $000 575,549 1,064 (208,657) (151,939) (58,074) (31,433) (26,708) (348) (134) (6) (18,694) (522) (29,941) (2,690) 47,467 (12,649) 34,818 (30,208) 4,610 2017 $000 551,099 1,640 (200,093) (141,755) (53,900) (26,081) (24,647) (36) - - (17,427) (557) (25,896) (3,164) 59,183 (15,051) 44,132 (11,485) 32,647 996 320 1,316 5,926 (256) (2,542) (2,798) 29,849 5,926 29,849 36,134 (30,208) 5,926 41,334 (11,485) 29,849 Earnings per share for profit attributable to the ordinary equity holders of the Company, attributable to continuing operations: Basic earnings per share Diluted earnings per share Earnings per share for profit attributable to the ordinary equity holders of the Company: Basic earnings per share Diluted earnings per share 22 22 22 22 8.99¢ 8.98¢ 11.43¢ 11.42¢ 1.19¢ 1.19¢ 8.46¢ 8.45¢ The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes. 50 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS Consolidated statement of financial position AS AT 30 JUNE 2018 NOTES 2018 $000 2017 $000 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Derivative financial instruments Current tax receivables Other current assets Total current assets Non-current assets Trade and other receivables Property, plant and equipment Deferred tax assets Intangible assets Other non-current assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Derivative financial instruments Current tax liabilities Provisions Deferred revenue Total current liabilities Non-current liabilities Borrowings Provisions Deferred revenue Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Retained profits Total equity 7(a) 7(b) 8(a) 11(a) 8(e) 8(f) 7(b) 8(b) 8(d) 8(c) 8(f) 7(c) 11(a) 8(g) 8(h) 8(i) 7(d) 8(h) 8(i) 7,220 25,381 192,074 245 - 3,688 228,608 2,665 66,666 61,895 12,626 2,888 146,740 5,676 24,219 203,853 - 888 3,945 238,581 2,371 79,436 57,893 8,784 2,057 150,541 375,348 389,122 49,339 390 2,696 9,386 26,476 88,287 35,213 4,907 57,720 97,840 47,918 1,141 - 4,670 25,924 79,653 45,034 6,235 56,017 107,286 186,127 186,939 189,221 202,183 9(a) 9(b) 9(b) 10,266 1,829 177,126 189,221 10,015 281 191,887 202,183 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 51 Consolidated statement of changes in equity FOR THE YEAR ENDED 30 JUNE 2018 Attributable to owners of Michael Hill International Limited Notes Contributed equity $000 Share based payments reserve $000 Foreign Cash flow hedge currency translation reserve reserve $000 $000 Retained profits Total equity $000 $000 Balance at 1 July 2016 3,767 2,188 2,827 (884) 178,503 186,401 Profit for the year Currency translation differences Currency forward contracts Interest rate swaps Total comprehensive income for the year Transactions with members in their capacity as owners: Dividends paid Option expense through share based payments reserve Issue of shares to employees on exercise of options Transfer option reserve to contributed equity on exercise of options Transfer option reserve to contributed equity on forfeiture of options Share rights expense through share based payments reserve 13(b)(i) 9(b) - - - - - - - 4,825 - - - - - - 55 - 712 (712) 711 (711) - 6,248 316 (1,052) - (2,542) - - (2,542) - - (834) 578 (256) 32,648 - - - 32,648 32,648 (2,542) (834) 578 29,850 - - - - - - - - - - - - - - (19,264) (19,264) - - - - 55 4,825 - - - (19,264) 316 (14,068) Balance at 30 June 2017 10,015 1,136 285 (1,140) 191,887 202,183 Profit for the year Currency translation differences Currency forward contracts Interest rate swaps Total comprehensive income for the year Transactions with members in their capacity as owners: Dividends paid Option expense through share based payments reserve Share rights expense through share based payments reserve Transfer option reserve to contributed equity on expiration of options 13(b)(i) 9(b) - - - - - - - 251 251 - - - - - - 42 442 (251) 233 - 320 - - 320 - - 336 659 995 4,610 - - - 4,610 4,610 320 336 659 5,925 - - - - - - - - - - (19,371) (19,371) - - 42 442 - (19,371) - (18,887) Balance at 30 June 2018 10,266 1,369 605 (145) 177,126 189,221 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 52 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS Consolidated cash flow statement FOR THE YEAR ENDED 30 JUNE 2018 NOTES 2018 $000 2017 $000 Cash flows from operating activities Receipts from customers (inclusive of GST and sales taxes) Payments to suppliers and employees (inclusive of GST and sales taxes) Interest received Other revenue Interest paid Income tax paid Inland revenue tax settlement Net GST and sales taxes paid Net cash inflow from operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Payments for property, plant and equipment Payments for intangible assets Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issues of shares on exercise of options Proceeds from borrowings Repayment of borrowings Dividends paid to Company's shareholders Net cash (outflow) 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 the end of the financial year 10(a) 8(b) 8(c) 9(a) 13(b) 7(a) 671,165 649,041 (570,280) 100,885 10 1,078 (2,794) (6,448) - (37,838) 54,893 (534,444) 114,597 16 791 (3,106) (9,179) (21,842) (41,525) 39,752 549 (17,890) (6,665) (24,006) 289 (27,294) (5,851) (32,856) - 116,500 (126,500) (19,371) (29,371) 1,516 5,676 28 7,220 4,825 136,750 (132,250) (19,264) (9,939) (3,043) 8,853 (134) 5,676 The above consolidated cash flow statement should be read in conjunction with the accompanying notes. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 53 Notes to the consolidated financial statements FOR THE YEAR ENDED 30 JUNE 2018 NOTE 1 Corporate information The consolidated financial statements of Michael Hill International Limited and its subsidiaries (collectively, the Group) for the year ended 30 June 2018 were authorised for issue in accordance with a resolution of the directors on 24 August 2018. Michael Hill International Limited (the Company or Parent) is a for profit company limited by shares incorporated in Australia. The Company listed on the Australian Securities Exchange ('ASX') on 7 July 2016 as its primary listing, and maintains a secondary listing on the New Zealand Stock Exchange ('NZX'). NOTE 2 Summary of significant accounting policies (a) BASIS OF PREPARATION The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronounce- ments of the Australian Accounting Standards Board. The financial report is presented in Australian dollars and all values are rounded to the nearest thousand ($'000), except when otherwise indicated. The financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value. The consolidated financial statements provide comparative information in respect of the previous period. Compliance with IFRS The consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB (b) PRINCIPLES OF CONSOLIDATION AND EQUITY ACCOUNTING Subsidiaries Subsidiaries are all entities (including special purpose) over which the Group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power to direct the activities of the investee. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the statement of comprehensive income. Investments in subsidiaries are accounted for at cost in the individual financial statements of Michael Hill International Limited. Refer to note 15(a). Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. (c) SEGMENT REPORTING Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the Executive Management team. (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 the entity operates ('the functional currency'). The Group financial statements are presented in Australian dollars, which is the Group's 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 of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when 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. (iii) Group companies The results and financial position of all the Group entities (none of which have the currency of a hyperinflation- ary economy) 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 the statement of financial position; • income and expenses for each statement of profit or loss 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 54 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 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. (e) REVENUE RECOGNITION (i) Sales of goods - retail Sales of goods are recognised when a Group entity delivers a product to the customer. Retail sales are usually by cash, payment plan or credit card. The recorded revenue is the gross amount of sale (excluding taxes), including any fees payable for the transaction It is the Group's policy to sell its products to the end customer with a right of return. Accumulated experience is used to estimate and provide for such returns at the time of sale, recognising a Returns provision and corresponding Returns Inventory. (ii) Rendering of services - deferred service revenue The Group offers a professional care plan ('PCP') product which is considered deferred revenue until such time that service has been provided. A PCP is a plan under which the Group offers future services to customers based on the type of plan purchased. The Group subsequently recognises the income in revenue in the statement of comprehensive income once these services are performed. An estimate is used as a basis to establish the amount of service revenue to recognise in the consolidated statement of comprehensive income. (iii) Rendering of services - repairs Sales of services for repair work performed is recognised in the accounting period in which the services are rendered. (iv) Interest revenue from in-house customer finance program Interest revenue is recognised on the in-house customer finance program when consideration is deferred. It is calculated as the difference between the nominal cash and cash equivalents received from customers and the discounted cashflows, on both interest and non-interest bearing products. Interest revenue is brought to account over the term of the finance agreement, and the rate used for non-interest bearing products is in line with current, comparable market rates. Interest income (v) Interest income is recognised using the effective interest method. (f) TAXES Current income tax The income tax expense or credit for the year is the tax payable on the current year'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 year in the countries where the Group operates and generates 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. Current 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. Deferred income tax Deferred income tax is provided in full, using the liability method, on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. 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 controlled entities where the Parent Entity 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 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. 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. Tax consolidation group Michael Hill International Limited and its wholly-owned Australian controlled entities formed a tax consolidation group on 29 June 2016. As a consequence, one income tax return is completed for the Australian tax group and is treated for income tax purposes as one taxpayer. Formerly, Michael Hill Jeweller (Australia) Pty Ltd and all wholly-owned Australian controlled entities formed the Australian tax consolidation group which completed one income tax return and was treated for income tax purposes as one taxpayer. The tax balances have been attributed for reporting purposes to each of the entities on the basis of their individual results. Amounts of tax due to and receivable MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 55 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 from the Australian Taxation Office are made by Michael Hill International Limited as nominated member of the Australian tax consolidated group. The current tax balance for the Australian tax group has been allocated between the members based on each entity’s current tax movement for the period. Where tax losses are incurred by Australian tax group members, these are offset within the group. (g) GOODS AND SERVICES TAX (GST) Revenues, expenses and assets are recognised net of the amount of GST, except: • When the GST incurred on a sale or purchase of assets or services is not payable to or recoverable from the taxation authority, in which case the GST is recognised as part of the revenue or the expense item or as part of the cost of acquisition of the asset, as applicable; or • When receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Cash flows are included in the statement of cash flows on a gross basis and 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. (h) LEASES Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the consolidated statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each year. The property, plant and equipment acquired under finance leases is depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (note 17). Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the year of the lease.. (i) IMPAIRMENT OF ASSETS At each annual reporting date (or more frequently if events or changes in circumstances indicate that they might be impaired), the Group assesses whether there is any indication that an asset may be impaired. Where such an indication is identified, the Group estimates the recoverable amount of the asset and recognises an 56 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS impairment loss where the recoverable amount is less than the carrying amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value-in-use.. In addition, at least annually, goodwill and intangible assets with indefinite useful lives are tested for impairment by comparing their estimated recoverable amounts with their carrying amounts. Where the recoverable amount exceeds the carrying amount of an asset, an impairment loss is recognised. The pre-tax discount rates used in determining the recoverable amount ranged between 10.5% and 11.5% (2017: 11.1% and 14.6%), depending on the geographical segment of the assets. (j) CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position when utilised. (k) TRADE AND OTHER RECEIVABLES Trade receivables are amounts due from customers for goods sold or services rendered in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Collectibility of trade receivables is reviewed on an ongoing basis. Trade receivables which are known to be uncollectible are written off. A provision for impaired receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the statement of comprehensive income. (l) DEFERRED EXPENDITURE Direct and incremental bonuses associated with the sale of PCPs are deferred and amortised in proportion to the PCP revenue recognised. Management reviews trends in current and estimated future services provided under the plan to assess whether changes are required to the cost recognition rates used. (m) INVENTORIES Raw materials and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (n) DISCONTINUED OPERATIONS A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss. (o) INVESTMENTS AND OTHER FINANCIAL ASSETS Classification The Group classifies its financial assets in the following categories: • financial assets at fair value through profit or loss, • loans and receivables, • held-to-maturity investments, and • available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting year. See note 7 for details about each type of financial asset. (i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise they are classified as non-current. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and other receivables in the statement of financial position (note 7(b)). Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the end of the reporting period, which are classified as current assets. Available-for-sale financial assets Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the end of the reporting period. Investments are designated as available-for-sale if they do not have fixed maturities and fixed or determinable payments and management intends to hold them for the medium to long-term. Impairment The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a Group of financial assets is impaired. A financial asset or a Group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or Group of financial assets that can be reliably estimated. In the case of equity investments classified as available-for- sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the assets are impaired. (p) DERIVATIVES AND HEDGING ACTIVITIES Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting year. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: • hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges) • hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow hedges), or • hedges of a net investment in a foreign operation (net investment hedges). The Group documents at the inception of the hedging transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of various derivative financial instruments used for hedging purposes are disclosed in note 7(e). Movements in the hedging reserve in shareholder's equity are shown in note 9(b). The full fair value of a hedging derivative is classified as a non-current MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 57 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability. (i) Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in profit or loss within finance costs, together with changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk. The gain or loss relating to the ineffective portion is recognised in profit or loss within other income or other expenses. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to profit or loss over the period to maturity using a recalculated effective interest rate. (ii) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within other income or other expense. Amounts accumulated in equity are reclassified to profit or loss in the years when the hedged item affects profit or loss (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in profit or loss within 'finance costs'. The gain or loss relating to the effective portion of forward foreign exchange contracts hedging export sales is recognised in profit or loss within 'sales'. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory or fixed assets) the gains and losses previously deferred in equity are reclassified from equity and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in profit or loss as cost of goods sold in the case of inventory, or as depreciation or impairment in the case of fixed assets. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately reclassified to profit or loss. (iii) Net investment hedges Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within other income or other expenses. Gains and in equity are losses accumulated reclassified to profit or loss when the foreign operation is partially disposed of or sold. (iv) Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included in other income or other expenses. (q) PROPERTY, PLANT AND EQUIPMENT All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's 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. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting year in which they are incurred. Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives (see Note 8(b)). The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting year. 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 2(i)). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is Group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings. (r) INTANGIBLE ASSETS Software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives (three to five years). Costs associated with developing or maintaining software programmes are recognised as an expense as 58 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets when the following criteria are met: • it is technically feasible to complete the software so that it will be available for use • management intends to complete the software and use or sell it • there is an ability to use or sell the software • it can be demonstrated how the software will generate probable future economic benefits • adequate technical, financial and other resources to complete the development and to use or sell the software are available, and • the expenditure attributable to the software during its development can be reliably measured. Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant overheads. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Computer software development costs recognised as assets are amortised over their estimated useful lives (not exceeding ten years). (s) TRADE AND OTHER PAYABLES These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting year. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. Deferred revenue represents lease incentives for entering new lease agreements and revenue from PCPs. The accounting policy used to recognise the revenue is detailed in note 2(e)(ii). (t) BORROWINGS Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the year of the borrowings using the effective interest method. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs. 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 year. (u) PROVISIONS Provisions for are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. 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. Present obligations arising from onerous contracts are required to be recognised and measured as a provision. An onerous contract is considered to exist where the unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract. The Group has recognised a provision in relation to one contract at our Maryborough location in Australia that was identified as onerous during the reporting period. 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 the reporting year. 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. (v) EMPLOYEE BENEFITS (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the year in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting year and are measured at the amounts expected to be paid when the liabilities are settled. Provisions for employee benefits are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. (ii) Other long-term employee benefit obligations The liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the year in which the employees render the related service are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting year using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using the Milliman G100 discount rates at the end of the reporting period. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 59 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 The obligations are presented as current liabilities in the statement of financial position if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting year, regardless of when the actual settlement is expected to occur. (iii) Share-based payments – Employee options Options are issued to Executives of Michael Hill International Limited in accordance with the Company's constitution. The Board of Directors pass a resolution approving the issue of the options. The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. The fair value at grant date for options issued during 2018 were independently determined using a Binomial option pricing model, which is an iterative model for options that can be exercised at times prior to expiry. The model takes into account the grant date, exercise price, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. It also assumes the options will be exercised at the mid-point of the exercise period. The fair value of options granted is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted: including any market performance conditions (eg the • entity’s share price) • excluding the impact of any service and non-market performance vesting conditions (eg profitability, sales growth targets and remaining an employee of the entity over a specified time year), and including the impact of any non-vesting conditions • (eg the requirement for employees to save or holdings shares for a specific year of time). The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each year, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital. (iv) Profit-sharing and bonus plans The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the profit attributable to the Company's shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. (v) Retirement benefit obligations All Australian and Canadian employees of the Group are entitled to benefits from the Group's superannuation plan on retirement, disability or death or can direct the group to make contributions to a defined contribution plan of their choice. The Group’s superannuation plan has a defined benefit section which receives fixed contributions from Group companies and the Group's legal or constructive obligation is limited to these contributions. (w) CONTRIBUTED EQUITY Ordinary shares are classified as equity Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company 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 owners of Michael Hill International 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 owners of Michael Hill International Limited. (x) 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 year but not distributed at the end of the reporting year. (y) 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. (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. (z) ROUNDING OF AMOUNTS The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. 60 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS (aa) NEW ACCOUNTING STANDARDS AND INTERPRETATIONS Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2018 reporting periods and have not been early adopted by the group. The Group's assessment of the financial impact of these new standards and interpretations is set out below. (i) AASB 9 Financial Instruments: Classification and measurement AASB 9 Financial Instruments addresses the classifica- tion, measurement and derecognition of financial assets and financial liabilities. The standard is applicable to financial years commencing on or after 1 January 2018, and the Group will be adopting the new standard from 1 July 2018. The impairment model under the new Standard is based on expected credit losses rather than incurred losses under AASB 139. The expected credit loss model results in early recognition of impairment allowances and likely larger amount of the allowances. The level of allowances will also be more volatile in the future, as forecasts change. Adopting the expected credit loss model requires changes in current systems and processes and the use of judgement. Preliminary assessments indicate that the impact of the standard is not expected to be significant on the consolidated financial position, cash flow and results of operations. This standard will require additional assessment and disclosure of financial assets and liabilities held by the Group. The Group will continue to apply the provisions of AASB 139 in relation to open hedges until they are settled. (ii) AASB 15 Revenue from Contracts with Customers AASB 15 Revenue deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. AASB 15 supersedes: (a) AASB 111 Construction Contracts; (b) AASB 118 Revenue; (c) (d) Interpretation 13 Customer Loyalty Programmes; Interpretation 15 Agreements for the Construction of Real Estate; Interpretation 18 Transfers of Assets from Customers; Interpretation 131 Revenue - Barter Transactions Involving Advertising Services; and Interpretation 1042 Subscriber acquisition costs in the Telecommunications Industry. (e) (f) (g) The standard is applicable for financial years commencing on or after 1 January 2018, and the Group will be adopting the new standard from 1 July 2018. Substantial work has been completed reviewing the Group's different revenue streams. The revenue from the sale of goods will be recognised at a point in time while the revenue from sale of PCP will be recognised over time consistent with the current accounting treatment. The impact of the new revenue standard is not expected to be significant. The new standard will require certain disclosure related changes to the 2019 financial statements. (iii) AASB 16 Leases AASB 16 Leases addresses the recognition and measurement of assets and liabilities for all leases with a term of more than 12 months, unless they are of low value. It also contains the disclosure requirements for lessees and lessors. AASB 16 supersedes: (a) AASB 117 Leases; (b) Interpretation 4 Determining whether an Arrangement contains a Lease; (c) SIC-15 Operating Leases - Incentives; and (d) SEC - 27 Evaluating the Substance of Transactions involving the Legal Form of a Lease. The standard is not applicable until financial years commencing on or after 1 January 2019 but is available for early adoption provided the new revenue standard, AASB 15 Revenue from Contracts with Customers, has been applied or is applied at the same date as AASB 16. The Group has not yet determined the timing of adopting AASB 16 Leases. The Group will use a modified retrospective adoption approach and expect to elect the package of practical expedients, including the use of hindsight to determine the lease term. As the Group continues to evaluate this standard and the effect on related disclosures, the primary effect of adoption will be to record right-of-use assets and corresponding lease obligations for current operating leases. The adoption is expected to have a material impact on the Group's consolidated balance sheet, consolidated cash flow statement and statement of comprehensive income. Management is currently evaluating the anticipated impact on the Group’s consolidated financial position and results of operations, the quantitative and qualitative factors that will impact the Group as part of the adoption of this standard, as well as any changes to its leasing strategy that may occur because of the changes to the accounting and recognition of leases. The ultimate impact of adopting the new standard will depend on the Group's lease portfolio as of the adoption date and the final discount rates used. The core principle of AASB 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is largely in line with the current accounting policies adopted for recognition of revenue, as described in note 2(e). MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 61 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 Additional information This section provides additional information about those individual line items in the financial statements that the Directors consider most relevant in the context of the operations of the entity, including: (a) accounting policies that are relevant for an understanding of the items recognised in the financial statements, (b) analysis and sub-totals, including segment information, (c) information about estimates and judgements made in relation to particular items. page 62 Note 3 Segment information page 63 Note 4 Revenue page 64 Note 5 Other income and expense items Note 6 page 64 Note 7 Financial assets and financial liabilities page 66 page 69 Note 8 Non-financial assets and liabilities page 73 Note 9 Equity page 74 Note 10 Cash flow information Income tax expense NOTE 3 Segment information (a) DESCRIPTION OF SEGMENTS AND PRINCIPAL ACTIVITIES Management have determined the operating segments based on the reports reviewed by the Board and Executive team that are used to make strategic decisions. The Board and executive team consider, organise and manage the business primarily from a brand perspective. For the Michael Hill brand, they also consider, organise and manage the business from a geographic perspective, being the country of origin where the sale and service was performed. During the year, the Company announced the closure of the Emma & Roe brand and the Michael Hill United States segment. These segments have been substantially closed and consequently these segments have been classified as a discontinued operation and are therefore not presented in the segment disclosures for 2018 and 2017. The amounts provided to the Board and executive team in respect of total assets and liabilities are measured in a manner consistent with the financial statements. These reports do not allocate total assets or total liabilities based on the operations of each segment or by geographical location. The Group's continuing operations operate in three geographical segments: Australia, New Zealand and Canada. The corporate and other segment includes revenue and expenses that do not relate directly to the relevant Michael Hill retail segments. These predominately relate to corporate costs and Australian based support costs, but also include manufacturing activities, warehouse and distribution, interest and company tax. Inter-segment pricing is at arm's length or market value. Types of products and services Michael Hill International Limited and its controlled entities operate predominately in the sale of jewellery and related services. As indicated above, the Group is organised and managed globally by brand and geographic areas. Major customers Michael Hill International Limited and its controlled entities sell goods and provide services to a number of customers from which revenue is derived. There is no single customer from which the Group derives more than 10% of total consolidated revenue. Accounting policies and inter-segment transactions The accounting policies used by the Group in reporting segments internally are the same as those contained in note 2 to the accounts and in the prior period. 62 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS (b) SEGMENT RESULTS Segment information 2018 Operating revenue Gross profit Gross profit % EBITDA* Depreciation and amortisation EBIT* EBIT as a % of revenue Interest income Finance costs Net profit before tax Income tax expense Net profit after tax Segment information 2017 Operating revenue Gross profit Gross profit % EBITDA* Depreciation and amortisation EBIT* EBIT as a % of revenue Interest income Finance costs Net profit before tax Income tax expense Net profit after tax MH Australia MH New Zealand $000 $000 MH Canada $000 Corporate and other $000 325,709 206,303 63.3% 56,935 (8,314) 48,621 14.9% 2 59 48,682 - 48,682 321,981 201,707 62.6% 59,454 (7,766) 51,688 16.1% - (17) 51,671 - 51,671 115,376 71,560 62.0% 28,063 (2,464) 25,599 22.2% 1 10 25,609 - 25,609 115,518 71,237 61.7% 29,048 (2,651) 26,397 22.9% 1 (41) 26,356 - 26,356 133,000 82,967 62.0% 19,986 (5,077) 14,909 11.0% - - 14,909 - 14,909 112,930 69,210 61.0% 16,643 (4,195) 12,448 11.0% - - 12,448 - 12,448 1,464 6,063 - (36,143) (2,839) (38,982) - 7 (2,759) (41,733) - (41,733) 670 8,853 - (25,386) (2,815) (28,201) - 15 (3,106) (31,292) - (31,292) Group $000 575,549 366,893 63.7% 68,841 (18,694) 50,147 8.7% 10 (2,690) 47,467 (12,649) 34,818 551,099 351,007 63.7% 79,759 (17,427) 62,332 11.3% 16 (3,164) 59,183 (15,051) 44,132 * EBIT and EBITDA are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information on page 33 of the Directors Report for an explanation of Non-IFRS information and a reconciliation of EBIT from continuing operations and Normalised EBIT. NOTE 4 Revenue From continuing operations: Sales revenue Revenue from sale of goods and repair services Revenue from professional care plans Interest and other revenue from in-house customer finance program Other revenue Interest income Total revenue from continuing operations 2018 $000 2017 $000 541,349 31,929 2,261 575,539 10 575,549 517,222 32,131 1,730 551,083 16 551,099 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 63 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 63 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 5 Other income and expense items (a) OTHER INCOME 2018 $000 2017 $000 NOTES Insurance recoveries Net foreign exchange gains Other income (b) BREAKDOWN OF EXPENSES BY NATURE Depreciation Plant and equipment Furniture and fittings Motor vehicles Leasehold improvements Display materials Total depreciation Amortisation – software Total depreciation and amortisation Finance costs Bank and interest charges Interest expense - make good provision Total finance costs Net foreign exchange losses included in other expenses 11(b) 8(b) 8(h) - - 1,064 1,064 4,153 3,619 145 6,668 1,681 16,266 2,428 18,694 2,762 (72) 2,690 1,029 2 863 775 1,640 3,386 69 166 9,677 1,724 15,022 2,405 17,427 3,105 59 3,164 - NOTE 6 Income tax expense NOTES 2018 $000 2017 $000 (a) INCOME TAX EXPENSE Current tax Current tax on profits for the year Derecognised tax losses Adjustments for current tax of prior periods Foreign income tax offsets not recognised Total current tax expense Deferred income tax (Increase) / Decrease in deferred tax assets Tax consolidation cost base adjustments Derecognised tax losses Adjustments for deferred tax of prior periods Total deferred tax expense/(benefit) Income tax expense 64 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 8(d) 5,723 3,651 3,908 (1,055) 12,227 (2,659) - 66 (3,708) (6,301) 5,926 6,402 461 947 1,055 8,865 8,125 (4,389) - (291) 3,445 12,310 (b) NUMERICAL RECONCILIATION OF INCOME TAX EXPENSE TO PRIMA FACIE TAX PAYABLE Profit from continuing operations before income tax expense Profit from discontinuing operations before income tax expense Tax at the Australian tax rate of 30.0% (2017 - 30.0%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income: Non deductible expenditure Non-assessable intragroup markups Sundry items Tax consolidation cost base adjustments Difference in overseas tax rates Adjustments for current tax of prior periods Adjustments for deferred tax of prior periods Tax losses not recognised Foreign income tax offset not recognised Change in tax rate on deferred tax balance Income tax expense Income tax expense is attributable to: Profit from continuing operations Profit from discontinuing operations (c) TAX LOSSES Unused United States tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 25.0% (2017 @ 40.0%) Unused New Zealand tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 28.0% 2018 $000 47,467 (36,934) 10,533 2017 $000 59,183 (14,226) 44,957 3,160 13,487 163 (551) 10 - 2,782 288 3,908 (3,644) 3,651 (1,055) (4) 5,926 12,649 (6,723) 5,926 32,203 8,051 2,623 735 178 (653) 89 (4,389) 8,712 (321) 947 (291) 2,208 1,055 - 12,310 15,051 (2,741) 12,310 19,524 7,810 1,645 461 The unused tax losses incurred in the United States and New Zealand are available indefinitely for offsetting against future taxable profits of the countries in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as it is unknown when the New Zealand losses may be used to offset taxable profits and the United States losses are not expected to be used. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 65 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 7 Financial assets and financial liabilities Financial assets 2018 Cash and cash equivalents Trade and other receivables Derivative financial instruments Financial assets 2017 Cash and cash equivalents Trade and other receivables Financial liabilities 2018 Trade and other payables Borrowings Derivative financial instruments Financial liabilities 2017 Trade and other payables Borrowings Derivative financial instruments Notes Derivatives Financial used for assets at hedging amortised cost Total $000 $000 $000 7(a) 7(b) 11(a) 7(a) 7(b) 7(c) 7(d) 11(a) 7(c) 7(d) 11(a) - - 245 245 7,220 28,046 - 35,266 7,220 28,046 245 35,511 - - - 5,676 26,590 32,266 5,676 26,590 32,266 - - 390 390 - - 1,141 1,141 49,339 35,213 - 84,552 47,918 45,034 - 92,952 49,339 35,213 390 84,942 47,918 45,034 1,141 94,093 The Group’s exposure to various risks associated with the financial instruments is discussed in note 11. The maximum exposure to credit risk at the end of the reporting year is the carrying amount of each class of financial assets mentioned above. (a) CASH AND CASH EQUIVALENTS Current assets Cash at bank and on hand 2018 $000 7,220 2017 $000 5,676 Interest rates for the bank accounts have been between 0.00% and 1.15% during the year (2017: between 0.00% and 1.15%). (b) TRADE & OTHER RECEIVABLES Notes Trade receivables Provision for impairment of receivables In-house customer finance Provision for impairment of receivables 11(c)(i) 11(c)(ii) Sundry debtors Current Non-current $000 - - - $000 4,912 (819) 4,093 2018 Total $000 4,912 (819) 4,093 Current Non-current $000 - - - $000 4,752 (502) 4,250 2017 Total $000 4,752 (502) 4,250 17,681 (1,231) 16,450 2,864 (199) 2,665 20,545 (1,430) 19,115 15,157 (956) 14,201 2,533 (162) 2,371 17,690 (1,118) 16,572 4,838 25,381 - 2,665 4,838 28,046 5,768 24,219 - 2,371 5,768 26,590 Further information relating to loans to related parties and key management personnel is set out in note 19. 66 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS (i) Trade receivables Trade receivables from sales made to customers through third party credit providers are non-interest bearing and are generally on a 0-30 day terms. (ii) In-house customer finance In October 2012, Michael Hill launched an in-house customer finance program in the Canadian and United States markets. The terms available to customers range from an interest bearing revolving line of credit through to interest free terms of between 6 and 24 months, although 12 to 18 months is the typical financing period. The receivables from the in-house customer finance program are comprised of a large number of transactions with no one customer representing a significant balance. The finance portfolio consists of contracts of similar characteristics that are evaluated collectively for impairment. The allowance is an estimate of the losses as of the balance date, and is calculated using such factors as delinquency and recovery rates. Sundry debtors Sundry debtors relates to supplier credits, security deposits and other sundry receivables. Effective interest rates Other than in-house customer finance, all receivables are non-interest bearing. The majority of in-house customer finance receivables are also non-interest bearing. Impairment and risk exposure Information about the impairment of trade and other receivables, their credit quality and the Group’s exposure to credit risk, foreign currency risk and interest rate risk can be found in note 11(b) and 11(c). Only trade receivables and in-house customer finance contain impaired assets. The remaining 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. (c) TRADE AND OTHER PAYABLES Current liabilities Trade payables Annual leave liability Accrued expenses Other payables 2018 $000 24,686 8,938 7,154 8,561 49,339 2017 $000 27,649 8,571 6,442 5,256 47,918 Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature. (d) BORROWINGS Bank loans Total secured borrowings Current Non-current $000 35,213 35,213 $000 - - 2018 Total $000 35,213 35,213 Current Non-current $000 45,034 45,034 $000 - - 2017 Total $000 45,034 45,034 The Group’s objectives when managing capital are to ensure sufficient liquidity to support its financial obligations and execute the Group's operational and strategic plans. The Group continually assesses its capital structure and makes adjustments to it with reference to changes in economic conditions and risk characteristics associated with its underlying assets. Accordingly, the Group entered into a three year agreement with ANZ on 26 June 2018 that provides for a $110,000,000 multi option borrowing facility, the availability of which is adjusted throughout the year in line with business requirements. At balance date, $70,000,000 was available, and of that, $35,213,000 was utilised. The Group also has access to various uncommitted credit facility lines serving working capital needs that, at balance date, totalled $1,924,000. No amounts were drawn under these credit facility lines as at balance date. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 67 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 7 Financial assets and financial liabilities cont. (e) RECOGNISED FAIR VALUE MEASUREMENTS Fair value hierarchy This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table. Recurring fair value measurements at 30 June 2018 Financial assets Derivatives used for hedging foreign exchange contracts Total financial assets Financial Liabilities Derivatives used for hedging interest rate swaps Total financial liabilities Recurring fair value measurements at 30 June 2017 Financial Liabilities Derivatives used for hedging - Foreign exchange contracts - Interest rate swaps Total financial liabilities Notes Level 1 $000 Level 2 $000 Level 3 $000 Total $000 11(a) 11(a) 11(a) 11(a) - - - - - - - 245 245 390 390 414 727 1,141 - - - - - - - 245 245 390 390 414 727 1,141 There were no transfers between levels during the year. The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities. (f) CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES Movements Carrying amount at start of year Inwards cash flows Outwards cash flows Foreign exchange movements Carrying amount at end of year 68 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS Non-current interest-bearing loans and liabilities $000 45,034 116,500 (126,500) 179 35,213 Total $000 45,034 116,500 (126,500) 179 35,213 NOTE 8 Non-financial assets and liabilities This note provides information about the Group's non-financial assets and liabilities, including: (a) INVENTORIES Raw materials Finished goods Packaging and other consumables 2018 $000 10,243 178,944 2,887 192,074 2017 $000 7,870 191,768 4,215 203,853 All inventories are held at the lower of cost or net realisable value. (b) PROPERTY, PLANT & EQUIPMENT Plant and Fixtures and fittings equipment Motor Leasehold vehicles improvements Display materials Total $000 $000 $000 $000 $000 $000 At 1 July 2016 Cost or fair value Accumulated depreciation Net book amount Year ended 30 June 2017 Opening net book amount Exchange differences Additions Additions - make good Disposals Depreciation charge Impairment loss (iii) Closing net book amount At 30 June 2017 Cost or fair value Accumulated depreciation Net book amount Year ended 30 June 2018 Opening net book amount Exchange differences Additions Additions - make good Disposals Depreciation charge Impairment loss (iii) Closing net book amount At 30 June 2018 Cost Accumulated depreciation and impairment Net book amount 33,203 (20,331) 12,872 30,206 (15,443) 14,763 12,872 (124) 6,868 - (427) (4,229) (26) 14,934 14,763 (119) 5,034 - (118) (3,956) (5) 15,599 930 (396) 534 534 (6) 153 - (55) (194) - 432 72,926 (36,933) 35,993 12,767 (4,996) 7,771 150,032 (78,099) 71,933 35,993 (525) 13,193 773 (791) (7,089) (796) 40,758 7,771 (93) 2,046 - (64) (1,947) - 7,713 71,933 (867) 27,294 773 (1,455) (17,415) (827) 79,436 37,944 (23,010) 14,934 34,169 (18,570) 15,599 796 (364) 432 82,602 (41,844) 40,758 13,816 (6,103) 7,713 169,327 (89,891) 79,436 14,934 (70) 4,339 - (391) (4,429) (1,490) 12,893 15,599 (27) 3,146 - (216) (3,925) (3,010) 11,567 432 (4) 45 - (72) (148) - 253 40,758 84 8,196 (1,154) (392) (7,257) (5,016) 35,219 7,713 17 2,164 - (71) (1,806) (1,283) 6,734 79,436 - 17,890 (1,154) (1,142) (17,565) (10,799) 66,666 38,744 34,667 569 81,642 13,958 169,580 (25,851) 12,893 (23,100) 11,567 (316) 253 (46,423) 35,219 (7,224) 6,734 (102,914) 66,666 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 69 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 8 Non-financial assets and liabilities cont. Impairment loss (i) As per the Group's accounting policies, the Group impairs assets where the recoverable amount is less than the carrying amount. The Group has impaired the assets of all Emma & Roe assets, four Michael Hill Australia stores and two Michael Hill Canada stores. Any assets held at an impaired Emma & Roe store that are able to redeployed throughout the Group are not impaired. This cost has reported in Other expenses in the statement of comprehensive income. The segment breakdown of impairment losses recognised during the year is reported at note 3. (ii) Revaluation, depreciation methods and useful lives Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows: • Plant and equipment 5 - 6 years • Motor vehicles 3 - 5 years 6 - 10 years • Fixtures and fittings • Leasehold improvements 6 - 10 years 6 - 10 years • Display material Patents, Computer software Total trademarks and other rights $000 (c) INTANGIBLE ASSETS At 1 July 2016 Cost Accumulation amortisation Net book amount Year ended 30 June 2017 Opening net book amount Exchange differences Additions Amortisation charge* Closing net book amount At 30 June 2017 Cost Accumulation amortisation Net book amount Year ended 30 June 2018 Opening net book amount Exchange differences Additions Impairment charge Amortisation charge * Closing net book amount At 30 June 2018 Cost Accumulated amortisation Net book amount $000 $000 16,675 (11,193) 5,482 16,754 (11,193) 5,561 5,482 (27) 5,851 (2,601) 8,705 5,561 (27) 5,851 (2,601) 8,784 22,472 (13,767) 8,705 22,551 (13,767) 8,784 8,705 2 6,665 (228) (2,597) 12,547 8,784 2 6,665 (228) (2,597) 12,626 28,941 (16,394) 12,547 29,020 (16,394) 12,626 79 - 79 79 - - - 79 79 - 79 79 - - - - 79 79 - 79 * Amortisation of $2,428,000 (2017: $2,405,000) is included in depreciation and amortisation expense in the statement of comprehensive income. The amount above also includes amortisation for discontinued operations (see note Discontinued operations). 70 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 2018 $000 555 10,508 26,438 (697) (6) 3,850 1,653 8,628 117 1,481 9,368 - 61,895 23,758 38,137 61,895 57,893 2,660 (2,342) 3,707 (23) 61,895 2017 $000 397 14,855 28,101 (764) (55) 4,322 1,201 7,309 (15) 200 - 2,342 57,893 11,846 46,047 57,893 64,074 (8,125) 2,342 (291) (107) 57,893 (d) DEFERRED TAX ASSETS The balance comprises temporary differences attributable to: Doubtful debts Fixed assets and intangibles Intangible assets from intellectual property transfer Deferred expenditure Prepayments Deferred service revenue Unearned income Provisions Unrealised foreign exchange losses Sundry items Inventories Tax losses recognised Net deferred tax assets Expected settlement: Deferred tax assets expected to be recovered within 12 months Deferred tax assets expected to be recovered after more than 12 months Movements: Opening balance at 1 July Credited / (charged) to the income statement Tax losses recognised Prior year adjustment Foreign exchange differences Closing balance at 30 June (e) CURRENT TAX RECEIVABLES Current tax receivables (f) OTHER ASSETS Prepayments Deferred expenditure (g) CURRENT TAX LIABILITIES Current tax liabilities - 888 Current Non-current $000 1,193 1,695 2,888 $000 2,889 799 3,688 2018 Total $000 4,082 2,494 6,576 Current Non-current $000 178 1,879 2,057 $000 3,089 856 3,945 2018 $000 2,696 2017 Total $000 3,267 2,735 6,002 2017 $000 - MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 71 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 8 Non-financial assets and liabilities cont. (h) PROVISIONS Employee benefits (i) Returns provision (i) Make good provision (i) Restructuring costs (i) Diamond warranty (i) Other provisions (i) Current Non-current $000 2,063 - 2,844 - - - 4,907 $000 3,555 2,972 356 1,897 600 6 9,386 2018 Total $000 5,618 2,972 3,200 1,897 600 6 14,293 Current Non-current $000 1,931 - 4,246 - - 58 6,235 $000 1,894 2,518 223 - - 35 4,670 2017 Total $000 3,825 2,518 4,469 - - 93 10,905 Information about individual provisions and significant estimates: (i) Employee benefits The liability for long service leave is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. 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 the reporting year. Returns Provision Provision is made for the estimated sale returns for the Group's return policies, being 30 day change of mind, 12 month guarantee on the quality of workmanship and the 3 year watch guarantee. In addition, all Michael Hill watches sold before 30 June 2018 included a lifetime battery replacement guarantee. Management estimates the provision based on historical sale return information and any recent trends that may suggest future claims could differ from historical amounts. Make good provision The Group has an obligation to restore certain leasehold sites to their original condition upon store closure or relocation. This provision represents the present value of the expected future make good commitment. Amounts charged to the provision represent both the cost of make good costs incurred and the costs incurred which mitigate the final liability prior to the closure or relocation. Restructuring A provision has been raised for the estimated lease surrender and staffing exit costs associated with the six Emma & Roe stores trading at the end of the year. Diamond warranty Provision is made for the estimated costs for the Group's diamond warranty offered with the purchase of selected diamond jewellery lines. Management estimates the provision based on costs incurred in recent years and will review the adequacy of the provision each reporting date as more data becomes available. Other provisions Other provisions relate to a provision for an onerous lease. (ii) Movements in provisions Movements in each class of provision during the financial year are set out below: Employee Restructuring benefits obligations $000 $000 Returns Make good Diamond Other provision provisions warranty provisions $000 $000 $000 $000 Total $000 Carrying amount at the start of the year Additional provisions recognised Amounts incurred and charged Exchange differences Carrying amount at end of year 3,825 2,142 (346) (3) 5,618 - 1,897 - - 1,897 2,518 2,971 (2,517) - 2,972 4,469 (857) (378) (34) 3,200 - 600 - - 600 93 6 (93) - 6 10,905 6,759 (3,334) (37) 14,293 72 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS (i) DEFERRED REVENUE Deferred service revenue Lease incentive income Deferred interest free revenue Current Non-current $000 55,276 2,230 214 57,720 $000 24,686 782 1,008 26,476 2018 Total $000 79,962 3,012 1,222 84,196 Current Non-current $000 52,989 2,827 201 56,017 $000 24,121 1,211 592 25,924 2017 Total $000 77,110 4,038 793 81,941 NOTE 9 Contributed equity (a) SHARE CAPITAL Ordinary shares - fully paid Total share capital 2018 Shares 2017 Shares 387,438,513 387,438,513 387,438,513 387,438,513 2018 $000 10,266 10,266 (i) Movements in ordinary shares: Opening balance 1 July 2016 Exercise of options - proceeds received Transfer option reserve to contributed equity Balance 30 June 2017 Options expired Balance 30 June 2018 Notes 9(a)(iii) 9(a)(ii) No. of shares 383,138,513 4,300,000 - 387,438,513 - 387,438,513 2017 $000 10,015 10,015 $000 3,767 4,825 1,423 10,015 251 10,266 (ii) Ordinary shares Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up 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. (iii) Options Information relating to the Michael Hill International Employee Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out in note 20(a). (b) RESERVES AND RETAINED PROFITS Nature and purpose of other reserves Cash flow hedges The hedging reserve is used to record gains or losses on derivatives that are designated and qualify as cash flow hedges and that are recognised in other comprehensive income, as described in note 2(p). Amounts are reclassified to profit or loss when the associated hedged transaction affects profit or loss. Share-based payments The share-based payments reserve is used to recognise: • the grant date fair value of options issued to employees but not exercised • the grant date fair value of shares issued to employees • the grant date fair value of deferred shares granted to employees but not yet vested Foreign currency translation Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 2(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. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 73 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 10 Cash flow information Reconciliation of profit after income tax to net cash inflow from operating activities Profit for the year Adjustment for Depreciation Amortisation Impairment - property, plant and equipment Impairment - other assets Non-cash employee benefits expense - share-based payments Other non-cash expenses Net loss on sale of non-current assets Net exchange differences Change in operating assets and liabilities: (Increase) / decrease in trade and other receivables (Increase) / decrease in inventories (Increase) / decrease in deferred tax assets (Increase) / decrease in other current assets (Increase) / decrease in other non current assets (Decrease) / increase in trade and other payables (Decrease) / increase in current tax liabilities (Decrease) / increase in provisions (Decrease) / increase in deferred revenue Net cash inflow from operating activities NOTES 2018 $000 2017 $000 4,610 32,647 5(b) 5(b) 17,565 2,597 11,029 563 484 (78) 450 966 (1,348) 12,169 (3,968) 273 (826) 2,258 3,665 2,030 2,454 54,893 17,415 2,601 - - 371 897 1,166 (908) (579) (6,073) 6,043 1,085 118 3,050 (26,110) 830 7,199 39,752 RISK This section of the notes discusses the Group’s exposure to various risks and shows how these could affect the Group’s financial position and performance. Note 11 Financial risk management Note 12 Significant estimates, judgements and errors Note 13 Capital management page 75 page 80 page 81 74 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS NOTE 11 Financial risk management The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price 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 derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. 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 Exposure arising from Measurement Management Market risk - foreign exchange Future commercial transactions Recognised financial assets and liabilities not denominated in AUD Cash flow forecasting Sensitivity analysis Forward foreign exchange contracts Market risk - interest rate Long-term borrowings at variable rates Sensitivity analysis Interest rate swaps Credit risk Cash and cash equivalents and trade receivables Aging analysis Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts Diversification of bank deposits, credit limits and letters of credit Availability of committed credit lines and borrowing facilities The Group's overall risk management program includes a focus on financial risk including the unpredictability of financial markets and foreign exchange risk. The policies are implemented by the central finance function that undertakes regular reviews to enable prompt identification of financial risks so that appropriate actions may be taken. (a) DERIVATIVES Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedging criteria, they are classified as ‘held for trading’ for accounting purposes. The Group has the following derivative financial instruments: Current assets Forward foreign exchange contracts - cash flow hedges (Note 11(b)(i)) Total current derivative financial instrument assets Current liabilities Interest rate swap contracts - cash flow hedges (Note 11(b)(ii)) Forward foreign exchange contracts - cash flow hedges (Note 11(b)(i)) Total current derivative financial instrument liabilities 2018 $000 245 245 390 - 390 2017 $000 - - 727 414 1,141 (i) Classification of derivatives Derivatives are classified as held for trading and accounted for at fair value through profit or loss unless they are designated as hedges. They are presented as current assets or liabilities if they are expected to be settled within 12 months after the end of the reporting year. The Group’s accounting policy for its cash flow hedges is set out in note 2(p). For hedged forecast transactions that result in the recognition of a non-financial asset, the Group has elected to include related hedging gains and losses in the initial measurement of the cost of the asset. (ii) Fair value measurements For information about the methods and assumptions used in determining the fair value of derivatives please refer to note 7(e). MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 75 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 11 Financial risk management cont. (b) MARKET RISK (i) Foreign exchange risk Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are denominated in a currency that is not the entity’s functional currency and net investments in foreign operations. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Where it considers appropriate, the Group enters into forward foreign exchange contracts to buy specified amounts of various foreign currencies in the future at a pre-determined exchange rate. Foreign exchange forward contracts measured through Other comprehensive income are designated as hedging instruments in cash flow hedges of forecast purchases in USD. These forecast transactions are highly probable. The cash flow hedges of the expected future purchases were assessed to be highly effective and a net unrealised gain of $337,000 (2017: $834,000 loss) is included in Other comprehensive income. Fair value adjustments are included in Derivative financial instruments. Exposure The Group's exposure to foreign currency risk at the end of the reporting year, expressed in transactional currency, was as follows: Cash and cash equivalents Trade receivables Trade payables Forward exchange contracts USD $000 6 266 5,811 30 June 2018 NZD $000 52 - 53 CAD $000 48 - 101 USD $000 25 882 3,696 30 June 2017 NZD $000 40 - 228 CAD $000 45 - 57 Buy foreign currency (cash flow hedges) 7,000 - - 17,000 - - Sensitivity The Group's principal foreign currency exposures arise from trade payables and receivables outstanding at year end. Most trade payables are repaid within 30 days so there is minimal equity impact arising from foreign currency exposures. US$ Trade payables us$ exchange rate - increase 10%* us$ exchange rate - decrease 10%* Impact on pre-tax profit Impact on other components of equity 2018 $000 2017 $000 2018 $000 2017 $000 - - - - 372 (1,542) 2,011 (2,458) * Holding all other variables constant, this represents the impact of the forward exchange contracts held at the end of the reporting period if the USD exchange rate was to increase or decrease by 10% (ii) Cash flow and fair value interest rate risk The Group's main interest rate risk arises from long-term borrowings and cash. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain fixed interest cover of between 50% and 100% of core debt up to 12 months, between 50% and 75% of core debt between 1 and 3 years, and between 25% and 50% of core debt between 3 and 5 years. To manage variable interest rate borrowings risk, the Group enters into interest rate swaps in which the Group agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount. The interest rate derivatives require settlement of net interest receivable or payable each 30 days and are settled on a net basis. 76 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS The exposure of the Group’s borrowing to interest rate changes and the contractual re-pricing dates of the fixed interest rate borrowings at the end of the reporting year are as follows: Variable rate borrowings 2018 $000 35,213 2017 $000 45,034 Instruments used by the group The cash flow hedges were assessed to be highly effective and a net realised gain of $659,000 (2017: $578,000 gain) is included in Other comprehensive income. Fair value adjustments are included in Derivative financial instruments. The interest rate swaps are designated as cash flow hedging instruments. Changes in the interest paid on the variable rate fully drawn down advance facility are measured at fair value through Other comprehensive income. Swaps in place cover approximately 71.0% (2017: 77.7%) of the variable rate principal outstanding. As at the end of the reporting year, the Group had the following variable rate borrowings and interest rate swap contracts outstanding: Bank overdrafts and bank loans Interest rate swaps (notional principal amount) Net exposure to cash flow interest rate risk Weighted average interest rate % 2.97% 3.91% 2018 Balance $000 35,213 25,000 10,213 Weighted average interest rate % 2.50% 3.85% 2017 Balance $000 45,034 35,000 10,034 An analysis by maturities is provided in note 11(d) below. The percentage of total loans shows the proportion of loans that are currently at variable rates in relation to the total amount of borrowings. Amounts recognised in profit or loss and other comprehensive income The cash flow hedges were assessed to be highly effective. Fair value adjustments are included in Derivative financial instruments. Sensitivity Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates. Other components of equity change as a result of an increase/decrease in the fair value of the cash flow hedges of borrowings. All other non-derivative financial liabilities have a contractual maturity of less than 6 months. Interest rates - increase by 100 basis points (100 bps)* Interest rates - decrease by 100 basis points (100 bps)* Impact on post-tax profit Impact on other components of equity 2018 $000 (102) 102 2017 $000 (100) 100 2018 $000 (9) 8 2017 $000 (16) 16 * Holding all other variables constant, this represents the impact of the interest rate swaps held at the end of the reporting period and variable borrowings if the interest rate was to increase or decrease by 10%. (c) CR EDIT RISK Credit risk is managed on a Group basis and refers to the risk of a counterparty failing to discharge an obligation. In the normal course of business, the Group incurs credit risk from trade receivables and transactions with financial institutions. The Group places its cash and short term deposits with only high credit quality financial institutions. Sales to retail customers are required to be settled via cash, major credit cards or passed onto various credit providers in each country. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 77 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 11 Financial risk management cont. Impaired trade receivables (i) A provision for impairment loss is recognised when there is objective evidence that an individual trade receivable is impaired. An impairment loss of $415,000 (2017: $313,000) has been recognised by the Group. All trade receivables related to third party credit providers past 90 days have been impaired. Receivables past due but not impaired were $343,000 (2017: $273,000). The ageing of these receivables is as follows: Movements in the provision for impairment of trade receivables that are assessed for impairment collectively are as follows: 0 - 30 days 31 - 60 days 61 - 90 days 91 + days At 1 July Amounts written off Additional provisions recognised Exchange differences At 30 June 2018 $000 3,749 375 201 586 4,911 2018 $000 502 (415) 733 (1) 819 2017 $000 3,977 295 73 407 4,752 2017 $000 675 (313) 141 (1) 502 (ii) Credit quality and impaired in-house customer finance In-house customer finance was established in Canada and the United States in October 2012. Customer credit risk is managed subject to the Group's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. An impairment analysis is performed at each reporting date. The maximum exposure to credit risk is the carrying value of in-house customer finance program as disclosed in note 7(b)(ii). The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables as low. The credit quality and ageing of these receivables is as follows: Performing: Current, aged 0 - 30 days Past due, aged 31 - 90 days Non performing: Past due, aged more than 90 days Movements in the provision for in-house customer finance receivables impairment loss were as follows: Opening balance Amounts written off Additional provisions recognised Exchange differences 78 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 2018 $000 19,566 460 519 20,545 2018 $000 1,118 (2,162) 2,451 23 1,430 2017 $000 16,786 402 502 17,690 2017 $000 901 (2,051) 2,299 (31) 1,118 (d) LIQUIDITY RISK The Group maintains prudent liquidity risk management with sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. (i) Financing arrangements The Group’s objectives when managing capital are to ensure sufficient liquidity to support its financial obligations and execute the Group's operational and strategic plans. The Group continually assesses its capital structure and makes adjustments to it with reference to changes in economic conditions and risk characteristics associated with its underlying assets. Accordingly, the Group entered into an agreement with ANZ on 26 June 2018 that provides for a $110,000,000 multi option borrowing facility, the availability of which is adjusted throughout the year in line with business requirements. At balance date, $70,000,000 was available. The Group had access to the following undrawn borrowing facilities at the end of the reporting year: Floating rate Expiring beyond one year (bank overdrafts) Expiring beyond one year (bank loans) 2018 $000 1,924 34,787 36,711 2017 $000 1,957 24,966 26,923 (ii) Maturities of financial liabilities The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for: • all non-derivative financial liabilities, and • net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows. 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. For interest rate swaps the cash flows have been estimated using forward interest rates applicable at the end of the reporting year. Net settled (interest rate swaps) - Contractual maturities of financial liabilities At 30 June 2018 Non-derivatives Trade payables Borrowings Total non-derivatives Derivatives At 30 June 2017 Non-derivatives Trade payables Borrowings Total non-derivatives Derivatives Gross settled (forward foreign exchange contracts) Net settled (interest rate swaps) Less than 6 months 6 - 12 months Between 1 and 2 years Between 2 and 5 years Over Total 5 years contractual cash flows $000 $000 $000 $000 $000 $000 49,339 - 49,339 47,918 - 47,918 - - - - - - - - 35,213 35,213 - - - 302 88 - 45,034 45,034 - - - - 22 22 414 - 414 - 190 190 - 515 515 - - - - - - - - - - 49,339 35,213 84,552 390 47,918 45,034 92,952 414 727 1,141 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 79 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 12 Significant estimates, judgements and errors The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group’s accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 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 addressed below. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined with the assistance of an external valuer using the Binomial model. The related assumptions are detailed in note Share-based payments. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity. Make good provisions A provision has been made for the present value of anticipated costs of future restoration of leased store premises. The provision includes future cost estimates associated with dismantling and closure of stores. The calculation of this provision requires assumptions such as discount rates, store closure dates and lease terms. These uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision recognised is periodically reviewed and updated based on the facts and circumstances available at the time. Changes for the estimated future costs for sites are recognised in the statement of financial position by adjusting both the expense or asset (if applicable) and provision. The related carrying amounts are disclosed in note 8(h) Provisions. Estimation of useful lives of assets The estimation of the useful lives of assets has been based on historical experience, lease terms (for display assets) and policies (for motor vehicles). In addition, the condition of the assets is assessed at least once per year and considered against the remaining useful life. Adjustments to useful lives are made when considered necessary. Revenue recognition Professional care plan revenue is recognised as sales revenue in the statement of comprehensive income. Management judgement is required to determine the amount of service revenue that can be recognised based on the usage pattern of PCPs and general information obtained on the operation of service plans in other markets. Those direct and incremental bonuses associated with the sale of these plans are deferred and amortised in proportion to the revenue recognised. Management reviews trends in current and estimated future services provided under the plan to assess whether changes are required to the revenue and cost recognition rates used. Due to management reviews conducted during the year, an adjustment to the revenue recognition pattern has been deemed necessary. As a result of this, an additional $532,000 has been recognised as revenue in the current financial year. Of this, $59,000 relates to the current financial year, and $473,000 relates to prior financial years. The change in estimate will result in lower revenue in future periods by the corresponding amount. Taxation and recovery of deferred tax assets The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that future taxable profits will be available to utilise those temporary differences. Management judgement is required to determine the amount of deferred tax assets that can be recognised. Impairment of non-financial assets other than goodwill and indefinite life intangibles The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. These include store performance, product and manufacturing performance, technology and economic environments and future product expectations. If an impairment trigger exists the recoverable amount of the asset is determined. Employee benefits Provisions for employee benefits are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. 80 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS NOTE 13 Capital management (a) RISK MANAGEMENT The Group's objectives when managing capital are to: • safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and • maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. There are a number of external bank covenants in place relating to debt facilities. These covenants are calculated and reported to the bank quarterly. The principal covenants relating to capital management are the earnings before interest and taxation (EBIT) fixed cover charge ratio, the consolidated debt to earnings before interest, taxation, depreciation and amortisation (EBITDA) and consolidated debt to capitalisation. There have been no breaches of these covenants or events of review for the current or prior period. (b) DIVIDENDS (i) Ordinary shares Final dividend for the year ended 30 June 2017 of 2.5¢ (2016 - 2.5¢) per fully paid share paid on 29 September 2017 (2016 - 6 October 2016) Interim dividend for the year ended 30 June 2018 of 2.5¢ (2017 - 2.5¢) per fully paid share paid on 29 March 2018 (2017 - 31 March 2017) (ii) Dividends not recognised at the end of the reporting period Since year end the Directors have declared the payment of a final dividend of au2.5¢ per fully paid ordinary share* (2017 - au2.5¢). The final dividend will be unfranked and fully imputed. The aggregate amount of the dividend expected to be paid on 28 September 2018 out of retained earnings, but not recognised as a liability at year end, is 2018 $000 9,685 9,686 19,371 2017 $000 9,578 9,686 19,264 9,686 9,686 * This will not be declared as conduit foreign income, therefore Australian withholding tax will be deducted from the dividend payment for foreign (non-Australian tax resident) shareholders. (iii) Franking and imputation credits Franking credits available for subsequent reporting periods based on a tax rate of 30.0% (2017 - 30.0%) Imputation credits available for subsequent reporting periods based on the New Zealand tax rate of 28.0% (2017 - 28.0%) 2018 $000 1,822 2017 $000 (2,148) 23,893 28,424 The dividends paid during the current financial period and corresponding previous financial period were partly franked or imputed. The above franking credit amounts represent the balance of the franking account as at the end of the financial year, adjusted for franking credits that will arise from the payment and refund of income tax payable. The above imputation credit amounts represent the balance of the imputation account as at the end of the financial year, adjusted for imputation credits that will arise from the payment and refund of income tax payable. As the dividend recommended by the Directors since year end, but not recognised as a liability at year end, will be unfranked, there will be no reduction in the franking account. The impact on the imputation credit account of the dividend recommended by the Directors since year end, but not recognised as a liability at year end, is estimated to be a reduction in the imputation credit account of NZ$4,075,000 (2017: NZ$4,051,000). The amount of imputation credits is dependant on the NZD exchange rate at the time of the dividend. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 81 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 14 Discontinued operations FINANCIAL PERFORMANCE AND CASH FLOW INFORMATION 2018 $000 2017 $000 Emma & Roe Revenue Expenses Impairment of other assets Impairment of property, plant and equipment Store exit costs (Loss) before income tax Income tax expense (Loss) after income tax of discontinued operation (Loss) from discontinued operation Net cash (outflow) from operating activities Net cash (outflow) from investing activities Net cash inflow from financing activities Net increase in cash generated by the subsidiary Michael Hill United States Revenue Expenses Impairment of property, plant and equipment Store exit costs Other income (Loss) before income tax Income tax expense (Loss) from discontinued operation 16,935 (26,939) (429) (7,038) (6,038) (23,509) 6,737 (16,772) (16,772) (12,656) (3) 12,675 16 11,845 (16,309) (3,641) (5,333) 13 (13,425) (11) (13,436) 15,448 (23,859) - - - (8,411) 2,758 (5,653) (5,653) (12,092) (318) 12,411 1 16,427 (21,467) (790) - 14 (5,816) (17) (5,833) Total profit/(loss) from discontinued operations (30,208) (11,485) Net cash (outflow) from operating activities Net cash (outflow) from investing activities Net cash inflow / (outflow) from financing activities Net decrease in cash generated by the subsidiary (1,521) (65) 987 (599) (858) (318) (470) (1,646) 82 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS NOTE 15 Interests in other entities The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2(b): Subsidiaries Michael Hill Jeweller (Australia) Pty Limited Michael Hill Wholesale Pty Limited Michael Hill Manufacturing Pty Limited Michael Hill Franchise Pty Limited Michael Hill Franchise Services Pty Limited Michael Hill Finance (Limited Partnership) Michael Hill Group Services Pty Limited Michael Hill Charms Pty Limited Michael Hill Online Pty Limited Emma & Roe Pty Limited Emma & Roe Online Pty Ltd Durante Holdings Pty Limited Michael Hill New Zealand Limited (formerly known as Michael Hill International Limited) Michael Hill Jeweller Limited Michael Hill Finance (NZ) Limited Michael Hill Franchise Holdings Limited MHJ (US) Limited Emma & Roe NZ Limited Michael Hill Online Holdings Limited Michael Hill Jeweller (Canada) Limited Michael Hill LLC Country of Incorporation Ownership interest held by the group Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand Canada United States 2018 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 2017 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 83 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 16 Contingent liabilities and contingent assets (a) CONTINGENT LIABILITIES The Group had contingent liabilities in respect of guarantees to bankers and other financial institutions in respect of store occupancy agreements and the New Zealand stock exchange at 30 June 2018 of $472,000 (30 June 2017 - $461,000). From time to time, Companies within the Group are party to various legal actions as well as inquiries from regulators and government bodies that have arisen in the normal course of business. The Directors have given consideration to such matters which are or may be subject to claims or litigation at year end and are of the opinion that that any liabilities arising from such action would not have a material effect on the Group's financial performance. The Group is not aware of any significant events occurring subsequent to balance date that have not been disclosed. (b) CONTINGENT ASSETS The Group has no material contingent assets existing as at balance date. NOTE 17 Commitments OPERATING LEASES The Group leases all shops and in addition, various offices and warehouses under non-cancellable operating leases expiring within various periods of up to fifteen years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. The Group also leases various plant and machinery under cancellable operating leases. The Group is required to give six months notice for termination of these leases. Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:* Within one year Later than one year but not later than five years Later than five years 2018 $000 2017 $000 40,752 88,701 24,407 153,860 42,784 95,788 20,195 158,767 * Includes lease commitments for Emma & Roe stores where store closure is still in progress via negotiated outcomes with the respective landlords. NOTE 18 Events occurring after the reporting period DIVIDENDS On 24 August 2018, the Directors have declared the payment of a final dividend for the year ended 30 June 2018. Refer to note 13(b)(ii) for details. No other matters or circumstances have occurred subsequent to year end that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations or the state of affairs of the Group or economic entity in subsequent financial years. 84 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS NOTE 19 Related party transactions (a) SUBSIDIARIES The ultimate parent and controlling entity of the Group is Michael Hill International Limited. Interests in subsidiaries are set out in note 15(a). (b) KEY MANAGEMENT PERSONNEL COMPENSATION Short-term employee benefits Long-term benefits Post-employment benefits Termination benefits Share-based payments 2018 $ 2,214,394 43,792 123,224 - 402,864 2,784,274 2017 $ 2,186,483 125,917 184,383 1,603,742 313,691 4,414,216 Detailed remuneration disclosures are provided in the remuneration report on pages 37 to 47. (c) TRANSACTIONS WITH OTHER RELATED PARTIES The following transactions occurred with related parties: Sales and purchases of goods and services Services rendered for graphic design of the annual and half year reports by a related party of board members Consulting Agreement with a Director (Robert Ian Fyfe) 2018 $ 2017 $ 12,447 84,000 12,676 - All transactions with related parties were in the normal course of business and provided on commercial terms. Further details regarding the Consulting Agreement with a Director is included within the Director's Report Service contracts. MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 85 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 20 Share-based payments (a) EMPLOYEE OPTION PLAN Options are granted from time to time at the discretion of Directors to senior executives within the Group. Motions to issue options to related parties of Michael Hill International Limited are subject to the approval of shareholders at the Annual General Meeting in accordance with the Company's constitution. Options are granted under the plan for no consideration. Options are granted for a ten year period and are exercisable at any time during the final five years. Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share. The exercise price of the options previously granted was set at 30% above the weighted average price at which the Company's shares were traded on the New Zealand Stock Exchange for the calendar month following the announcement by the Group to the New Zealand Stock Exchange of its annual results. The exercise price of any future option grants will be set using the same method, with reference to the Australian Securities Exchange. Set out below are summaries of options granted under the plan: As at 1 July NZD options Exercised during the year Forfeited during the year Expired during the year As at 30 June NZD options As at 1 July AUD options Granted during the year As at 30 June AUD options 2018 Average exercise price per share 1.47 - - 1.25 1.56 2.12 1.44 1.78 2018 Number of options 2017 Average exercise price per share option 2017 Number of options 4,650,000 - - (1,250,000) 3,400,000 200,000 200,000 400,000 1.47 12,550,000 (4,300,000) 1.19 (3,600,000) 1.81 - - 4,650,000 1.47 - 2.12 2.12 - 200,000 20,000 A total of 1,250,000 options expired during the year ended 30 June 2018. Share options outstanding at the end of the year have the following expiry date and exercise prices: Grant date 9 November 2007 22 September 2009 5 November 2009 17 September 2010 16 November 2011 19 September 2012 18 September 2013 29 November 2013 10 November 2014 22 January 2016 22 September 2016 5 October 2017 Total Expiry date Exercise price Share options Share options 30 June 2017 30 June 2018 30 September 2017 30 September 2019 30 September 2019 30 September 2020 30 September 2021 30 September 2022 30 September 2023 30 September 2023 30 September 2024 30 September 2025 30 September 2026 30 September 2027 NZ$1.25 NZ$0.94 NZ$0.94 NZ$0.88 NZ$1.16 NZ$1.41 NZ$1.82 NZ$1.82 NZ$1.63 NZ$1.14 AU$2.12 AU$1.44 - 100,000 150,000 250,000 250,000 250,000 250,000 1,750,000 200,000 200,000 200,000 200,000 3,800,000 1,250,000 100,000 150,000 250,000 250,000 250,000 250,000 1,750,000 200,000 200,000 200,000 - 4,850,000 The weighted average remaining contractual life of share options outstanding at the end of the period was 5.1 years (2017: 4.4 years). 86 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS The range of exercise prices for options outstanding at the end of the year was NZ$0.88 - NZ$1.82 and AU$1.44 - AU$2.12. Refer to the table above for detailed information on each issue. The exercise price will be converted to Australian dollars using the Reserve Bank of Australia exchange rate on the day the option is exercised. Fair value of options granted The fair value at grant date for the options issued during the 2018 financial year were independently determined using a Binomial option pricing model, which is an iterative model for options that can be exercised at times prior to expiry. The model takes into account the grant date, exercise price, the expected life, the expiry date, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The expected life assumes the option is exercised at the mid-point of the exercise period, and reflects the ability to exercise early and the non-transferability of the option. The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information. The model inputs for options granted during the year ended 30 June 2018 and 30 June 2017 included: Number of options Dividend yield Expected volatility Risk-free interest rate Expected life of options (years) Option exercise price Share price at grant date Weighted average fair value per option (b) SHARE RIGHTS June 2018 5 October 2017 June 2017 22 September 2016 200,000 5.00% 25% 4.78% 7.5 au$1.44 au$1.09 nz14.8¢ 200,000 5.00% 25% 4.78% 7.5 au$2.12 au$1.74 nz15.6¢ The Company introduced a deferred compensation plan ("LTI") involving the granting of share rights to eligible participants in 2016 and was approved by shareholders at the Company’s Annual General Meeting held on 31 October 2016. Under the plan, a senior executive may be granted share rights by the Company. Each share right represents a right to receive one ordinary share in the Company, subject to the terms and conditions of the rules of the plan. An allocation of share rights is made to each eligible participant on an annual basis to a value of 30% of the STI payment earned in the preceding year. The share rights progressively vest over a 3, 4 and 5 year period from the date of issue and are only retained on exiting the business in the event that the participant is deemed a 'Good Leaver' pursuant to the LTI plan rules. During the year, the Board agreed to grant 536,551 share rights to eligible participants of the deferred compensation plan. 225,875 of the share rights were issued on the basis that they are divided into three tranches and vest over 3, 4 and 5 years, respectively. 310,676 of the share rights were issued on the basis that 100% will vest if the participant has been continuously engaged under an engagement arrangement with the Company at grant date, which is in three years time. The number of share rights in each tranche is based on the prescribed dollar value for each tranche divided by the volume weighted average share price ('VWAP') of Michael Hill International shares over 5 trading days following the Michael Hill International shares trading on an ex-dividend basis. 2018 average exercise price per share right $ 2018 2017 average Number of exercise price per share right $ options Outstanding as at 1 July Granted Exercised Forfeited Outstanding at 30 June 1.66 1.05 - - 1.30 382,551 536,551 - - 919,102 1.66 - - 1.66 2017 Number of options - 382,551 - - 382,551 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 87 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 20 Share-based payments cont. (c) EXPENSES ARISING FROM SHARE-BASED PAYMENT TRANSACTIONS Total expenses arising from share-based payment transactions recognised during the year as part of employee benefit expense were as follows: Options issued under employee option plan Share rights issued under CEO and LTI plan 2018 $000 42 442 484 2017 $000 55 316 371 NOTE 21 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: ERNST & YOUNG (i) Audit and other assurance services: Audit and review of financial statements (ii) Other services: Advisory fees Total remuneration for other services Total remuneration of Ernst & Young Australia NOTE 22 Earnings per share (a) BASIC EARNINGS PER SHARE From continuing operations From discontinued operation Total basic earnings per share attributable to the ordinary equity holders of the Company (b) DILUTED EARNINGS PER SHARE From continuing operations From discontinued operation Total diluted earnings per share attributable to the ordinary equity holders of the Company 88 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 2018 $ 2017 $ 411,910 342,651 170,231 170,231 7,416 7,416 582,141 350,067 2018 2017 8.99¢ (7.80¢) 11.43¢ (2.97¢) 1.19¢ 8.46¢ 8.98¢ (7.79¢) 11.42¢ (2.97¢) 1.19¢ 8.45¢ (c) RECONCILIATION OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE 2018 $000 2017 $000 Basic earnings per share Profit attributable to the ordinary equity holders of the Company used in calculating basic earnings per share: From continuing operations From discontinued operations Diluted earnings per share Profit from continuing operations attributable to the ordinary equity holders of the Company: From continuing operations From discontinued operations Used in calculating diluted earnings per share 34,818 (30,208) 4,610 44,132 (11,485) 32,647 34,818 (30,208) 4,610 44,132 (11,485) 32,647 (d) WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share: Options 2018 Number 2017 Number 387,438,513 500,000 385,963,992 500,000 Weighted average number of ordinary and potential ordinary shares used as the denominator in calculating diluted earnings per share 387,938,513 386,463,992 (e) INFORMATION CONCERNING THE CLASSIFICATION OF SECURITIES Options Options granted to employees under the Michael Hill International Limited Employee Option Plan are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 20(a). MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 89 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 23 Parent entity financial information (a) SUMMARY FINANCIAL INFORMATION The individual financial statements for Michael Hill International Limited (the parent) show the following aggregate amounts: 2018 $000 2017 $000 Balance sheet Current assets Non-current assets Total assets Current liabilities Total liabilities Shareholders' equity Issued capital Reserves - Acquisition reserve - Option reserve Retained earnings Profit or loss for the year Total comprehensive income 39 338,473 338,512 3,517 3,517 290,408 40,907 1,370 2,310 334,995 20,000 20,000 4,605 329,278 333,883 - - 290,157 40,907 1,136 1,683 333,883 19,275 19,275 (b) GUARANTEES ENTERED INTO BY THE PARENT ENTITY The Parent has issued the following guarantees in relation to the debts of its subsidiaries: • Pursuant to Class Order 2016/785, Michael Hill International Limited and the subsidiaries listed below entered into a deed of cross guarantee on 30 June 2016. The effect of the deed is that Michael Hill International Limited has guaranteed to pay any deficiency in the event of winding up of any controlled entity or if they do not meet their obligations under the terms of overdrafts, loans, leases or other liabilities subject to the guarantee. The controlled entities have also given a similar guarantee in the event that Michael Hill International Limited is wound up or if it does not meet its obligations under the terms of overdrafts, loans, leases or other liabilities subject to the guarantee. • The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller (Australia) Pty Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd, Michael Hill Franchise Pty Ltd, Michael Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ) Ltd, Michael Hill Online Pty Ltd, Michael Hill Charms Pty Ltd, Emma & Roe Pty Ltd, Emma & Roe Online Pty Ltd, Michael Hill Online Holdings Ltd and Emma & Roe NZ Ltd. (c) CONTINGENT LIABILITIES OF THE PARENT ENTITY The Parent entity had contingent liabilities in respect of guarantees to bankers and other financial institutions in respect of overdraft facilities and fixed assets at 30 June 2018 of $72,000 (2017: $72,000). NOTE 24 Deed of cross guarantee Pursuant to ASIC Class Order 2016/785, the Australian wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports and directors' report in Australia. The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller (Australia) Pty Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd, Michael Hill Franchise Pty Ltd, Michael Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ) Ltd, Michael Hill Online Pty Ltd, Michael Hill Charms Pty Ltd, Emma & Roe Pty Ltd, Emma & Roe Online Pty Ltd, Michael Hill Online Holdings Ltd and Emma & Roe NZ Ltd. 90 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS The Class Order requires the Parent Company and each of the subsidiaries to enter into a Deed of Cross Guarantee. The effect of the deed is that the Company guarantees each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Corporations Act 2001, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up. The above companies represent a Closed Group for the purposes of the Class Order and, as there are no other parties to the Deed of Cross Guarantee that are controlled by Michael Hill International Limited, they also represent the Extended Closed Group. (a) CONSOLIDATED STATEMENT OF PROFIT OR LOSS, STATEMENT OF COMPREHENSIVE INCOME AND SUMMARY OF MOVEMENTS IN CONSOLIDATED RETAINED EARNINGS Set out below is a consolidated statement of profit or loss, a consolidated statement of comprehensive income and a summary of movements in consolidated retained earnings for the year ended 30 June 2018 of the closed group consisting of Michael Hill International Limited and the entities noted above. Consolidated statement of profit or loss Revenue from sales of goods and services Sales to Group companies not in Closed Group Other income Cost of goods sold Employee benefits expense Occupancy costs Marketing expenses Selling expenses Impairment of investment Depreciation and amortisation expense Loss in disposal of property, plant and equipment Other expenses Finance costs Profit before income tax Income tax expense Profit for the year Other comprehensive income Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations Other comprehensive income for the period, net of tax Total comprehensive income for the year Statement of changes in equity Equity at the beginning of the financial year Total comprehensive income / (loss) Issue of share capital - exercise of options Share rights through share based payments reserve Option expense through share based payment reserve Dividends paid Total equity at the end of the financial year 2018 $000 461,319 34,803 231 (200,608) (133,899) (53,293) (26,647) (23,788) (14,361) (14,535) (377) (21,854) (3,003) 3,988 (4,289) (301) (4,412) (4,412) (4,713) 501,191 (4,713) - 440 45 (19,371) 477,592 2017 $000 455,114 43,527 1,164 (205,916) (126,861) (45,394) (22,537) (22,454) - (14,554) (322) (11,767) (3,550) 46,450 (11,022) 35,428 (4) (4) 35,424 479,835 35,424 4,825 316 55 (19,264) 501,191 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 91 Notes to the consolidated financial statements cont. FOR THE YEAR ENDED 30 JUNE 2018 NOTE 24 Deed of cross guarantee cont. (b) CONSOLIDATED STATEMENT OF FINANCIAL POSITION Set out below is a consolidated statement of financial position as at 30 June 2018 of the Closed Group consisting of Michael Hill International Limited and the entities noted above. Current assets Cash and cash equivalents Trade and other receivables Inventories Current tax receivables Loans to related parties Other current assets Total current assets Non-current assets Property, plant and equipment Deferred tax assets Intangible assets Investments in subsidiaries Other non-current assets Total non-current assets Total assets Current liabilities Trade and other payables Provisions Deferred revenue Total current liabilities Non-current liabilities Provisions Deferred revenue Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained profits Total equity 92 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 2018 $000 2017 $000 2,977 8,070 153,164 (2,095) 237,783 2,641 402,540 38,214 56,776 12,525 85,727 2,310 195,552 1,600 8,982 152,907 1,008 234,510 2,542 401,549 47,713 53,485 8,613 102,991 1,634 214,436 598,092 615,985 42,557 7,498 19,804 69,859 4,908 45,733 50,641 39,278 4,336 20,135 63,749 6,177 44,868 51,045 120,500 114,794 477,592 501,191 309,256 (3,651) 171,987 477,592 309,004 528 191,659 501,191 Directors' declaration The Directors declare that: (a) in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; (b) note 2(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board; (c) the financial statements and notes of the Group for the financial year ended 30 June 2018, are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2018 and of its performance for the financial year ended on that date; (d) the Directors have been give the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001; and (e) as at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 24 will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed of cross guarantee described in note 24. This declaration is made on 24 August 2018 in accordance with a resolution of Directors in accordance with section 295 Corporations Act 2001. E.J. Hill, Chair Brisbane, 24 August 2018 MICHAEL HILL INTERNATIONAL LIMITED 2018 FINANCIAL STATEMENTS 93 111 Eagle Street Brisbane QLD 4000 Australia GPO Box 7878 Brisbane QLD 4001 T +61 7 3011 3333 F +61 7 3011 3100 ey.com/au Independent Auditor's Report to the Members of Michael Hill International Limited R E PORT ON TH E AU DIT OF TH E FI NANCIAL R E PORT OPI N ION We have audited the financial report of Michael Hill International Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial report, including a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a) giving a true and fair view of the consolidated financial position of the Group as at 30 June 2018 and of its consolidated financial performance for the year ended on that date; and b) complying with Australian Accounting Standards and the Corporations Regulations 2001. BASIS FOR OPI N ION We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. KEY AU DIT MATTE RS Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. EXISTE NCE OF I NVE NTOR I ES Why significant How our audit addressed the key audit matter The existence of inventories was a key audit matter due to the size of the recorded asset (30 June 2018: $192,074,000) which represents more than 50% of the Group’s total assets, the nature of the inventory and its location. Inventories are primarily kept in the Group’s retail stores situated in three countries and the dispatch and manufacturing warehouses. Inventories comprise a significant number of physically small but high value items. The Group accounts for inventories in accordance with the policy disclosed in Note 2(m) and further disclosure is included in Note 8(a) of the financial report. Our audit procedures included the following: • Assessed the effectiveness of controls relevant to the conduct of physical stocktaking. • Attended full stock counts at the dispatch and manufacturing warehouse and at a sample of retail stores across all countries to assess whether inventories had been appropriately counted at each location and whether movements into and out of each location prior to and subsequent to the counts had been appropriately recorded. • Considered the work performed by the Group’s Internal Audit function in relation to stock counts performed at the retail stores and considered the impact of their findings in our audit approach. We assessed whether their work could be used for the purpose of our audit which included an assessment of the competence of the Internal Audit function. • For the dispatch and manufacturing warehouse stock counts we selected samples or stock receipts prior to and after the stock count including transfers to stores, to assess whether these were appropriately recorded in the correct period. • We performed store-by-store inventory analyses of any unusual fluctuations outside of our set expectations of the year-end balance compared to prior year. 94 MICHAEL HILL INTERNATIONAL LIMITED AUDITOR'S REPORT PROFESSIONAL CAR E PLAN R EVE N U E R ECOG N ITION Why significant How our audit addressed the key audit matter Our audit procedures included the following: • Considered the Group’s PCP revenue recognition accounting policies and assessed compliance with the requirements of Australian Accounting Standards. • Assessed the effectiveness of controls relating to PCP revenue recognition. • We assessed the appropriateness of the balance of the PCP revenue recognised during the year and the closing deferred PCP at year end based on the change in usage pattern. • Assessed the Group’s calculation supporting the change in estimate relating to revenue recognition, which included agreeing assumptions to samples of the underlying PCP repairs usage data. The recognition of professional care plan (PCP) revenue was considered a key audit matter due to the significant degree of estimation involved in determining the appropriate revenue recognition pattern for both the lifetime and 3 year plans offered to the Group’s customers. The estimation is based on a combination of comparative market data and an analysis of services (through historical repairs data) made under these plans since inception in October 2010. The estimation is reviewed by the Group at least on an annual basis. As disclosed in Note 12(a) of the financial report, in respect of the lifetime plans, given the infancy of the PCP product, there is limited customer usage history to reference and industry information is also utilised. As such, the determination of the optimal revenue recognition pattern is judgmental. The pattern of recognising revenue is disclosed in Note 2(e)(ii) of the financial report under rendering of service which is based on percentage of completion. A change in estimate in the current year has resulted from new information that meets the criteria of a revision in an estimate in accordance with Australian Accounting Standards has been reflected in the current year results. This change in estimate has been disclosed in Note 12(a) to the financial report. M ICHAE L H I LL US AN D E M MA & ROE B RAN D CLOSU R E Why significant How our audit addressed the key audit matter During the year, the Group made the decision to completely exit its retail operations in the United States. As part of the Group’s reprioritising its resources and strategic focus on the core Michael Hill brand, a decision was made to close all Emma & Roe stores and its associated online presence. These decisions had a significant impact on the current year operating results of the Group. The Group has accounted for the discontinued operations in accordance with the policy disclosed in Note 2 and further disclosure is included in Note 14 to the financial report. Our audit procedures included the following: • Agreed the closure costs incurred such as impairment loss recognised on fixed assets, employee related costs, lease exit costs and other expenses to appropriate supporting evidence. Where the costs have been paid during and subsequent to year end, we have agreed the costs recorded to the cash payments. • Assessed whether any remaining Michael Hill US and Emma & Roe brand inventory was carried at the lower of cost and net realisable value. • Assessed whether the discontinued operations were accounted for and disclosed in accordance with Australian Accounting Standards. MICHAEL HILL INTERNATIONAL LIMITED AUDITOR'S REPORT 95 I N FOR MATION OTH E R THAN TH E FI NANCIAL R E PORT AN D AU DITOR’S R E PORT The directors are responsible for the other information. The other information comprises the information included in the Group’s 2018 Annual Report, other than the financial report and our auditor’s report thereon. We obtained the Directors’ Report that is to be included in the Annual Report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the Annual Report after the date of this auditor’s report. Our opinion on the financial report does not cover the other information and accordingly we do not express 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 and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. R ESPONSI B I LITI ES OF TH E DI R ECTORS FOR TH E FI NANCIAL R E PORT The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. AU DITOR’S R ESPONSI B I LITI ES FOR TH E AU DIT OF TH E FI NANCIAL R E PORT Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit 96 MICHAEL HILL INTERNATIONAL LIMITED AUDITOR'S REPORT procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. R E PORT ON TH E AU DIT OF TH E R E M U N E RATION R E PORT Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2018. In our opinion, the Remuneration Report of Michael Hill International Limited for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Ernst & Young Alison de Groot, Partner Brisbane 24 August 2018 MICHAEL HILL INTERNATIONAL LIMITED AUDITOR'S REPORT 97 ASX LISTING RULES - ADDITIONAL INFORMATION Additional information required by the ASX Listing Rules and not shown elsewhere in this annual report is as follows: Twenty largest shareholders as at 10 September 2018 Fully Paid Ordinary Shares % of Fully Paid Ordinary Shares Hoglett Hamlett Limited* New Zealand Central Securities Depository Ltd JP Morgan Nominees Australia Limited Mole Hill Limited* Squeakidin Limited* Hsbc Custody Nominees (Australia) Limited National Nominees Limited Citicorp Nominees Pty Limited Forsyth Barr Custodians Limited Bnp Paribas Noms (NZ) Ltd Custodial Services Limited Mr Philip Roy Taylor Wayne Kenneth Butler & Christina Anne Butler Vanward Investments Limited FNZ Custodians Limited Mr Sebastian Mead BNP Paribas Noms Pty Ltd Mr Kevin Gerald Stock BNP Paribas Nominees Pty Ltd David Ross Sim & Franklin Trustee Services Ltd Total Total remaining holders balance 148,330,600 60,370,705 23,669,986 19,156,926 19,156,926 9,973,747 8,721,362 7,272,324 5,989,017 4,953,200 2,108,997 2,000,000 1,760,000 1,466,180 1,415,720 1,200,000 1,133,824 1,010,000 801,222 800,000 321,290,736 66,147,777 38.28 15.58 6.11 4.94 4.94 2.57 2.25 1.88 1.55 1.28 0.54 0.52 0.45 0.38 0.37 0.31 0.29 0.26 0.21 0.21 82.93 17.07 * Denotes entities in which a member or members of the Hill family have an ownership interest. Holding by range of securities as at 10 September 2018 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001 - over Total Number of No. of holders of fully paid ordinary shares ordinary shares fully paid Number of No. of holders of unlisted options unlisted options Number of No. of holders of unlisted share rights unlisted share rights 364,802 3,698,578 6,636,459 34,233,269 342,505,405 387,438,513 561 1,165 804 1,158 - - - - 122 4,000,000 3,810 4,000,000 - - - - 4 4 - - - 296,939 622,163 919,102 - - - 7 1 8 98 MICHAEL HILL INTERNATIONAL LIMITED ADDITIONAL INFORMATION Unmarketable parcels as at 10 September 2018 Minimum $500.00 parcel at $0.865 per unit Minimum parcel size 579 Holders Units 248 78,480 Substantial holders as defined by the ASX Listing Rules, as at 10 September 2018 Hoglett Hamlett Limited and others* Mark Simon Hill Emma Jane Hill Fisher Funds Management Limited Latest Notice Date 13 October 2016 13 October 2016 13 October 2016 26 September 2017 Shares 148,330,600 167,487,526 167,487,526 38,514,923 * Includes: Hoglett Hamlett Limited (New Zealand incorporated company with company number 5994887), Sir Richard Michael Hill, Lady Ann Christine Hill and Veritas Hill Limited (New Zealand incorporated company with company number 2303840). MISCELLANEOUS INFORMATION On 20 September 2018 the Company announced that its existing CEO, Phil Taylor, has resigned and Daniel Bracken has been appointed as the Group's new CEO with effect from 15 November 2018. As a consequence, the Consultancy Agreement involving Director Robert Fyfe, referred to in the FY18 Remuneration Report on page 41 of this annual report, ceases. RINGS: SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION MICHAEL HILL INTERNATIONAL LIMITED ADDITIONAL INFORMATION 99 INDEX CORPORATE DIRECTORY 48 Auditor’s independence 54 Notes to the financial declaration statements 53 Cash flow statement 24 Operational review 5 Chair's review 31 Outlook 35 Committee membership 9 Performance highlights 14 Community spirit 3 Company profile 35 Company secretary 100 Corporate directory 34 Director information 23 Principal activities 37 Remuneration report 25 Review of 2017-18 priorities 23 Review of operations 33 Risk management 35 Directors’ meetings 60 Rounding of amounts 23 Directors’ report 26/62 Segment results 23/81 Dividends 98 Additional information 31 Environmental regulation 23 Significant changes in the 13 Exchange rates 21 Executive and management team 49 Financial statements 81 Franking credit account 81 Imputation credit account 94 Independent Auditor’s report state of affairs 12 Statistics 52 Statement of changes in equity 50 Statement of comprehensive income 51 Statement of financial position 98 Substantial security holders 47 Insurance of officers and 19 Sustainability AU DITOR Ernst & Young Level 51 111 Eagle Street Brisbane, QLD 4000 SOLICITOR HopgoodGanim Lawyers Level 8 Waterfront Place Brisbane Qld 4000 BAN KE RS Australia and New Zealand Banking Group Limited ANZ Banking Group (New Zealand) Limited Bank of Montreal Bank of America N.A. WE BSITE michaelhill.com.au emmaandroe.com.au investor.michaelhill.com E MAI L inquiry@michaelhill.com.au DI R ECTORS E.J. Hill BCom, MBA (Chair) Sir Richard Michael Hill KNZM G.W. Smith BComm, FCA, FAICD R.I. Fyfe BEng, FENZ J.S. Allis COM PANY SECR ETARY K.A. Hammond LLB (Hons), BA, GradDipLegPrac PR I NCI PAL R EG ISTE R E D OFFICE I N AUSTRALIA Metroplex on Gateway 7 Smallwood Place Murarrie, QLD 4172 GPO Box 2922 Brisbane, QLD 4001 Telephone +61 7 3114 3500 Fax +61 7 3399 0222 SHAR E R EG ISTRY Computershare Investor Services Pty Ltd 200 Mary Street Brisbane QLD 4000 1300 552 270 (within Australia) +61 3 9415 4000 (outside Australia) 12 Trend statement indemnities 7 Key facts 20 Key strategic goals 20 Leadership principles 2 Our vision 99 Miscellaneous information 47 Non-audit services SIR MICHAEL HILL DESIGNER BRIDAL COLLECTION 100 

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