2014 Shareholder Review BUILDING FOR THE FUTURE CONTENTS 04 Key Results 04 Financial highlights and Operational highlights 05 Chairman’s Report 06 Managing Director’s Report 08 Radio Rentals and Rentlo 12 Thorn Equipment Finance 13 Thorn Financial Services 14 NCML 15 People and the Community 20 Financial Summary 22 Four Year Performance Summary IBC Corporate Directory NOTICE OF MEETING Notice is hereby given that the Annual General Meeting will be held at Four Points by Sheraton, 161 Sussex Street Sydney on 26th August 2014, commencing at 11.00am. 2 Thorn Group 2014 Shareholder Review Thorn is one of Australia’s leading financial services providers, meeting the needs of niche consumer and commercial markets. In 2014, Thorn demonstrated both the resilience and the potential of its business model, by delivering strong growth in revenue and a significant increase in receivables. Thorn’s core business, Radio Rentals, continued its growth path as the main contributor to group results, while newer business divisions continue to grow and gain scale. Over the past three years Thorn’s strategy has been to diversify and invest in the extension of its financial services to target a wider demographic. Benefits from this are now apparent, as Thorn builds for the future it reaches out to more customers and delivers growing financial rewards for shareholders. KEY FACTS: Thorn Group has over 110,000 customers and 90 outlets nationally 3 2014 RESULTS & HIGHLIGHTS AVERAGE CONTRACTED TERM (months) NET PROFIT AFTER TAX (A$m) 25 20 15 10 5 0 300 250 200 150 100 50 0 26.0 ’10 ’11 ’12 ’13 ’14 AVERAGE UNITS ON RENT (’000s) 271 ’10 ’11 ’12 ’13 ’14 FINANCIAL HIGHLIGHTS • Revenue up 16% to $235M • Net profit after tax $28.15M • • Net cash from operating activity $104M Gearing levels remain conservative at 22% • Earnings per share up to 18.94c • Full year dividend 11 cents fully franked 4 40 30 20 10 0 14 12 10 8 6 4 2 0 28.15 ’10 ’11 ’12 ’13 ’14 AVERAGE RENTAL DUES (A$m) 13.0 ’10 ’11 ’12 ’13 ’14 OPERATIONAL HIGHLIGHTS • • • • • Group receivables up 32% to $217M Record installations and earnings for Radio Rentals/Rentlo Launch of Thorn Money as part of Thorn Financial Services Thorn Equipment Finance strong book build to $63.55M Higher earnings from NCML, improved operational performance Thorn Group 2014 Shareholder Review CHAIRMAN’S REPORT “ THORN HAS DELIVERED A SOLID RESULT IN A YEAR OF INVESTMENT” W ith business origins nearly 80 years ago, this is Thorn Group’s eighth Annual Report as an ASX listed company, presenting another year of strong financial performance and returns for investors. The core consumer rental division has again delivered a record performance and, with a strong base of recurring revenue streams and significant cash flows. This result underscores its resilience and strength. This continued strong performance has enabled the business to maintain investment in new initiatives, which has laid the foundation for sustainable future growth. In financial year 2014, Thorn recorded some significant achievements: • Radio Rentals/Rentlo, achieved record installations and revenue during the year • Cashfirst now has an unsecured personal loan book of $23 million, creating a solid cornerstone for broader development of Thorn Financial Services • Thorn Money was launched to further expand the financial services capability of the group and expand the consumer financial services offerings. • Thorn Equipment Finance is growing strongly with new financing up 22.9 per cent to $63.55 million, and further growth will be assisted by the establishment of a SPV finance facility. • The restructure of NCML is progressing well as it resumes a longer term growth path. EARNINGS, BALANCE SHEET Thorn has been able to keep profit steady at $28.15 million in financial year 2014, even after investing to build the business. The soundness of the group’s business model is reflected in the return on average capital employed of 21.83 per cent. The ongoing strength of Thorn’s balance sheet, with relatively low gearing, is a reflection of Thorn’s conservative approach to capital management as well as indicating a potential to fund future growth. DIVIDEND Final dividend was increased to 6.5 cents, taking full year dividend to 11 cents a share fully franked. The dividend reinvestment plan continues at a discount of 2.5 per cent, providing further opportunity for investors to share in future growth. CORPORATE GOVERNANCE AND SUSTAINABILITY Investors have a right to expect a high degree of attention to the best standards of corporate governance and as a board we seek to foster and uphold those standards. The financial report component of this Shareholder Review sets out our policies and practices, including those related to remuneration. This year we have considerably enhanced this section of the report to provide greater transparency to our remuneration strategies. We also see great importance in Thorn embracing corporate social responsibility, which the group achieves through a number of endeavours. We adhere strictly to a code of responsible lending in the way we relate to customers. Our caring attitude has been reinforced by the introduction of a hardship contract which assists customers during a time of financial difficulty. It is pleasing to note that this initiative was actually suggested by our staff which shows their genuine concern for customer welfare. We actively seek to empower and support our staff and so provide a range of learning and development opportunities which is key to developing a positive culture. Our priority is to ensure Thorn is a sustainable business and a positive contributor to the community. This incorporates financial support for charitable organisations and local welfare groups, integrating environmental considerations into purchasing and supply decisions, participation in industry associations and pro-active consultation with legislative bodies and regulators. DAVID CARTER CHAIRMAN OUTLOOK The board has a very positive view of the medium term outlook for Thorn as it begins to see the outcomes of its strategy to build a broader based financial services business. This has involved absorbing costs from investing in the future but, as our track record shows, we have a strong and profitable base which has allowed us to proceed in this direction without it being significantly detrimental to overall performance. In coming years, Thorn will continue its drive to become a broader based contemporary style business which will enable it to meet the needs of many more Australians and becoming a significant industry participant in financial services. PEOPLE The strategy on which Thorn is embarking would not have been possible without the foresight and capabilities of a talented management team. Mr John Hughes, our Managing Director since ASX listing in 2006, retired on 30 June 2014. Mr Hughes has been a strong driver and innovator of the business and the Board is grateful for his hard work and contribution over the preceding 8 years. Mr James Marshall has been appointed as Managing Director with effect from 1 June 2014. Mr Marshall was previously the Chief Operating Officer and prior to that, General Manager of the Radio Rentals/Rentlo business. He has been with the business for 20 years and will continue to lead Thorn as it develops its current strategic path. The Company is very fortunate to have a strong group of senior executives and staff who are committed and passionate about the business and we thank our staff for their efforts in driving our business forward. David Carter Chairman 5 MANAGING DIRECTOR’S REPORT “OUR INVESTMENT IN EXPANSION WILL GIVE US A BIGGER BUSINESS OVER THE NEXT FEW YEARS.” I n financial year 2014, Thorn has recorded a solid result while demonstrating that the investment in its diversification strategy was now producing higher revenue and strong receivables growth in all divisions. It is very rewarding to see our “investing for expansion” strategy gaining momentum and showing positive results. Over the past few years we have concentrated our efforts on a number of critical areas for Thorn to achieve its strategic objectives and there is now clear evidence of these initiatives adding value to the framework of the organisation. FINANCIAL PERFORMANCE Radio Rentals was again the standout performer and remains the main contributor to group performance. After more than 75 years, Radio Rentals, is still going strong, defying industry trends and continuing to grow each year, which shows its relevance to the market, particularly through its “Rent, Try, $1Buy” offering. Confirming this, is our While additional investment costs relating to systems, people and marketing have impacted the short term profit performance of Thorn Financial Services, the investment was essential to develop a platform to launch new products, including the introduction of Thorn Money, which offers higher value consumer loans as well as a tailored solution for solar financing. Notably, NCML profit grew after a restructure of the business last year, which has resulted in improved operational performance. The Thorn Equipment Finance book is now at $63.55 million, continuing to build towards the $100 million target which would substantiate its position as a significant contributor to growth. BUSINESS RENEWAL We understand that every business needs renewal and reinvention to remain contemporary and relevant. Last year, we started a rigorous review of the core business to ensure we stayed in a leadership position. This review highlighted a strong potential existed in new demographic markets where identified consumers were finding it difficult to access contemporary products and services from existing providers. Consequently, we have been developing a suite of financial products to expand our offering and we are looking to test these IT IS VERY REWARDING TO SEE OUR “INVESTING FOR EXPANSION” STRATEGY GAINING MOMENTUM AND SHOWING POSITIVE RESULTS. customer retention rate which has been maintained at over 48 per cent, which means nearly half of all our customers who complete a contract sign up to take out a new contract for another product. Pleasingly we have seen strong revenue growth across all business divisions and higher earnings from Radio Rentals, Thorn Equipment Finance and NCML. initiatives, together with an evolution of the Radio Rentals brand in two selected markets, later this year. We have also taken the concept of renewal beyond Radio Rentals to the rest of our business with plans to further expand the range of products we offer in financial services. This year we launched a higher value loan offering through Thorn Money, and we are now developing a ‘Small Amount Credit 6 JAMES MARSHALL MANAGING DIRECTOR Contract’ to leverage off the significant levels of inquiry generated by Cashfirst advertising. This will see the introduction of short term loans with risk being mitigated through lower balances and shorter terms, typically between $1000 and $2000 for periods less than 12 months. In Thorn Equipment Finance, we are broadening our business development relationships to further improve our reach and source of origination. Improved origination has enabled the business to expand the product range across leasing, rental, chattel mortgages, commercial hire purchase and funding packages tailored for franchising operations. While maintaining strong relationships with business introducers, the company also sees opportunity in developing a “commercial direct” model to meet the needs of small and medium sized enterprises in the market. Among our new business initiatives, one we are reviewing closely is Rent, Drive, Buy. The success of this proposition depends principally on customers being eligible and able to buy their rented motor vehicle at the end of the initial contract term. Initial results from this trial have not met our sell-through expectations and coupled with increasing competition driving up customer acquisition costs in the market, it is likely this trial will be concluded in the coming months. VISION At Thorn, we take great pride in the relationships we have with our retail and business customers. We are passionate about our values and maintaining a responsible attitude to providing products and services that meet the needs and financial capacity of our customers. While we provide the goods and services our customers want, our overriding intention is to treat them Thorn Group 2014 Shareholder Review fairly. This links to our vision of developing a broader based financial services organisation, taking a wider range of products and services to a broader range of customers nationally, all based on the values we stand for and utilising the credit skills we have in the group. Thorn is a people business and there are many stories of how we have helped people over the years, with just a few of them highlighted in this report. OUTLOOK While our transformation strategy to become a broader based financial services group is gaining momentum with strong growth across consumer and commercial portfolios, continued investment in systems, people and marketing to further develop these platforms has seen profit held steady over the past few years. In 2015, we are expecting a resumption of profit growth as revenue increases flow to the bottom line to deliver NPAT growth above $30 million. Our investment to diversify and expand our operations will result in a bigger business over the next few years, extending rewards to shareholders, customers and employees while substantiating a national presence across a wider array of financial services. This annual report marks the retirement of John Hughes. John has been instrumental in re-shaping the organisation since listing in 2006 and he has been central to Thorn’s success over that period. John’s leadership has included developing a strong executive team and culture to take the company forward. I have been appointed Managing Director of Thorn from 1 June 2014, which follows having worked with the company for the past 20 years and for the past year in the role of Chief Operating Officer. The board and management are confident Thorn will deliver strong results as we execute our strategy to expand and diversify into new markets. James Marshall Managing Director 7 BUSINESS REPORTS RADIO RENTALS AND RENTLO BUSINESS PERFORMANCE Record installations, revenue and earnings Strong demand for smartphones and tablets Introduction of 48 month Rent, Try, $1Buy contract R adio Rentals provides an extensive range of technology, home and office needs, through a range of consumer lease products, principally under the Rent, Try $1Buy!® banner. Radio Rentals operates over 90 outlets nationally and has been a market leader since 1937. A feature of the core Radio Rentals and Rentlo division, which becomes more apparent each year, is its resilience. Radio Rentals has been a household brand in Australia since 1937 and continues to show it provides a service that many Australians value greatly. The division has defied industry trends, challenging economic conditions, and once again posted record revenue of $197 million ($170M) with record installations achieved in 10 of the 12 months, driving growth in operating lease and finance lease revenue for financial year 2014. Furniture and technology products remain the main contributors, with significantly increasing demand for quality “smart enabled” devices. Over the past few years we have experienced low levels of consumer confidence across the country, with increasing costs of living, especially utility costs, continuing to have an impact and making it harder for families to budget. This year we have introduced a 48 month Rent, Try, $1Buy! contract with a view to improving affordability while still applying our responsible lending policy. This gives some customers a greater ability to enjoy larger size products, whole room packages or additional items they were unable to afford on shorter term contracts. 8 I couldn’t afford to buy a new fridge and didn’t qualify for the interest free deals advertised by retailers on TV. I was walking two kilometres a day to get bags of ice which were costing me $6 a day, but Radio Rentals were able to help me with a 250 litre fridge for just $1 per day, delivered and installed! (Radio Rentals customer, Victoria) Thorn Group 2014 Shareholder Review STORE NETWORK AND PRODUCT DEVELOPMENT Hub and Spoke store structure as shopping habits change Rent, Try, $1Buy – Industry Icon Expanding financial products offering financial products, such as take home layby, interest free, savings club and extended length contracts, which will give our customers different alternatives to access household goods. We will be looking to trial these initiatives in selected markets later this year. are coming from online and telephone, with our website recording over a million visits a year. Marketing is also supported by advertising, with television continuing to be a powerful medium. The Rent, Try, $1Buy™ offering continues to be very popular with our customers as they enjoy the benefits and flexibility of rental as well as the potential to obtain ownership. In line with our “Responsible Rental Policy”, we ensure customers are provided with products that suit their needs and budget and that they are not over committed. Difficult economic conditions combined with customer interest has led to us Changing shopping habits over the years have led us to rethink shop structures in metropolitan areas and introduce the ‘hub and spoke’ business model. We are moving away from full service branches in metropolitan suburbs to kiosks and showrooms in high traffic shopping centres, which are supported by distribution centres located in neighbouring industrial THE DIVISION HAS DEFIED INDUSTRY TRENDS, CHALLENGING ECONOMIC CONDITIONS, AND ONCE AGAIN POSTED RECORD REVENUE OF $197 MILLION areas. This has led to a more efficient cost structure while achieving a higher level of customer interface. At the same time as evolving our store footprint, we have completely redesigned and enhanced our website. Our current experience is that around 70 per cent of new inquiries introducing a hardship contract in the past year, which has been helpful in assisting customers at a time of need by giving them extended terms. In line with our strategy to expand our offering and access a broader demographic, we are developing a number of additional * I couldn’t get a mobile phone because of a ‘black mark’ on my credit rating from global roaming charges years ago, I desperately needed a mobile phone to keep in touch and Radio Rentals were able to help me out. (Radio Rentals customer, NSW) 9 CUSTOMERS & PRODUCTS Thorn Branded Smartphones Introduction of new product categories “Fair Go” credit policy appreciated by customers Leveraging off the popularity of the Apple and Samsung smartphone range and the growing technology category, we are looking to introduce a high quality Thorn branded smartphone. Our experience with Thorn branded products has been very positive over the years, especially with flat panel televisions and refrigerators. We believe there is scope to expand this concept further, offering the products to a broader range of consumers, with it having a positive effect on margins and supporting the business. As part of reviewing our product offering to ensure we are responding to our customers’ needs we are reintroducing gaming products such as the new PlayStation 4. Advances in technology have improved the quality and reliability of these types of machines meaning we can more effectively allow customers to enjoy a gaming experience. We know from our market research and customer surveys that new product development and product range expansion is appreciated by consumers. This is further supported by our “fair go” credit policy which provides affordable access to goods and services that might not otherwise have been available. 10 Thorn Group 2014 Shareholder Review EVOLUTION OF CONSUMER RENTAL Potential Second Brand Expanding Demographic Increasing Affordability We recognise that while Radio Rentals has been very successful for nearly 80 years, the market and the demographics have changed. We particularly see potential in higher demographic markets where people are currently finding it hard to access some products. Coinciding with the trial of new products, we will test a new branding treatment for our core business in two different market areas. Additionally, we believe there is an opportunity to launch a second rental brand that would cater for consumers who may find themselves in challenging circumstances and need access to essential household goods. To this end, work has commenced to further explore this opportunity. 11 BUSINESS REPORTS THORN EQUIPMENT FINANCE Building towards a $100M receivables book New ‘Rental Advantage’ product Ongoing relationships with brokers, introducers and vendors T Thorn Equipment Finance provides rental and financing solutions for businesses and government, with SMEs a key target market for supply of a diversified range of products. Examples of equipment financed over the past year are information technology systems, telephony, point of sale systems, printers and copiers and equipment ranging across gaming, audio visual, hospitality, industrial and commercial uses. The key target market is small to medium enterprises and meeting their funding requirements under $100,000, an area we consider underserviced by the major financial institutions and consequently representing a considerable opportunity for growth. The business also continues its long standing relationship with TABs to which we supply technology equipment and provide a high level of service support. An opportunity to expand on this platform to include an integrated ‘Commercial Direct’ model offering a full suite of commercial financing products directly to a broader base of SME’s is being developed and is expected to be launched in the coming year. After investing in a specialist team to drive growth and quality business, strategic alliances with vendors and brokers have been expanded and place the business in a sound position for attracting clients and lifting its size and positioning in the market. Financial performance has reflected this investment, with the loan book now at $63.55 million compared with $36 million a year ago and the average deal size being $27,000 compared with $22,000 in FY13. Our focus on being a significant player in hospitality equipment leasing has led to the release of the ‘Rental advantage’ product which provides a cost effective alternative financing option to the hospitality industry. 12 Given the group’s strength in credit assessment, financing and collections, a key area for potential development is invoice discounting, which we see as a significant opportunity to link with other forms of financial packages, to assist our clients with their cash flow positions. Additionally, we believe an opportunity exists within the franchise network space to provide a one-stop financing solution for franchisees and franchisors, and we are currently holding discussions with key stakeholders to explore this opportunity further. We were having cash flow issues in the business and needed new equipment to improve our situation but were finding it difficult to get finance. Thankfully we were able to lease the products through Thorn Equipment Finance and now the business is growing and cash flow is improving. (Thorn Equipment Finance customer, NSW) Thorn Group 2014 Shareholder Review THORN FINANCIAL SERVICES Three brand strategy New partnerships Expansion of Thorn Money T horn Financial Services comprises Thorn Money, which provides unsecured loans up to $15,000 and secured loans up to $25,000, and Cashfirst, which provides unsecured loans between $2,000 and $5,000. Expansion in financial services is a key driver of Thorn’s business strategy and involves the introduction of new products and targeting new market segments, which our research shows is underserviced by other financial institutions. As part of our expansion strategy, we have launched Thorn Money to expand the consumer financial services offerings, targeting the mid-prime demographic. Thorn Money provides unsecured loans up to $15,000 and secured loans up to $25,000, as well as specific loans for solar power up to $20,000. Our cornerstone business, Cashfirst, which provides unsecured term loans of $2,000 to $5,000 has continued its strong growth trajectory with the loan book exceeding $23 million by year-end, compared with $21 million 12 months earlier, representing growth of 9.5 per cent. The loan approval rate was maintained at 15-20 per cent of applications, with customer arrears and bad debts remaining within budgeted levels and demonstrating Thorn’s ongoing commitment to responsible lending policies. This year, a Cashfirst pilot store opened in Campbelltown, NSW, and further expansion of this program through a ‘store-in-store’ concept is being considered in conjunction with the Radio Rentals review process. In addition to these two distinct brand strategies under the financial services umbrella, which focus on the distinct needs of different demographics, we are also developing a third brand. This will be driven via a ‘Small Amount Credit Contract’ (SACC) loan product and will leverage off the significant levels of inquiry generated by Cashfirst advertising. This product has the potential to build volume at lower acquisition costs while meeting the needs of customers for smaller loan amounts and shorter terms. SACC will provide loans between $1,000 and $2,000, over periods less than 12 months, for customers who find themselves in unexpected circumstances. We believe the SACC product is also very applicable to the Radio Rentals demographic and we are exploring opportunities to offer this loan product through the Radio Rentals store network later in FY15. SACC is distinctly different from the payday lending market, where loans of less than $1,000 are offered for very short periods. Investments in a new core loan system, origination system and decisioning system have provided TFS a new level of capability and enabled the business to form a new partnership with a national phone provider with a view to providing retail finance. Initial results of this trial have been positive and suggest we will be in a position to expand this offering nationally in coming months. Thorn’s growing technology capability and capacity will support more of these partnerships into the future. In addition to Thorn Money’s solar power and telecommunications partnerships, we are currently looking at a number of other alliances that will further broaden our footprint in offering a wide range of financial services. New online platforms have recently been introduced to further improve our digital presence and transactional capability. In addition to advancements in online capability, we are actively exploring opportunities to establish or acquire a broader geographic presence in the domestic market to provide customers greater access to products and services. I recently started a plumbing apprenticeship and the engine in my car just gave up. Without a car my job was at risk and it was hopeless relying on public transport. I got a Cashfirst loan to get the car fixed and now I’m back at work. (Cashfirst customer, NSW) 13 BUSINESS REPORTS NCML Better results Increased focus on business development Complete systems review N CML is a provider of credit and receivables management services throughout Australia. While NCML encountered a number of challenges during FY14, the business is now positioned for stronger growth in the future. A restructure of NCML, which began in the second half of FY13, has resulted in improved operational performance in FY14, with revenue growth of 9.2 per cent to $20.6 million compared with $18.9 million in FY13. Along with significant streams of activity coming from the NSW Government, in the areas of State Debt Recovery and Roads and Maritime, and a substantial lift in local council work in South Australia, there has been a greater variety of revenue sources for NCML contributing to its 2014 performance. We believe new business opportunities in the commercial and consumer debt recovery as well as purchased debt ledgers will contribute to continuing growth. An ongoing focus on improving our operational execution has led to a complete systems review, with a view to introducing new IT platforms to improve transactional capability in the year ahead. We have also appointed dedicated General Managers to improve the areas of operations as well as business development. The acquisition of new business development tools and systems will support the team in expanding our geographical footprint and tap into new market areas leveraging off our strengths and competencies in specialised areas of credit management. 14 Thorn Group 2014 Shareholder Review OUR COMMUNITY PEOPLE AND THE COMMUNITY T horn recognises that it has many responsibilities as an organisation, encompassing shareholders, customers, employees and the wider community and environment. In all that it does, Thorn sets high standards of ethical behaviour and is mindful of how it can have a positive impact on the surrounding world. Thorn is built on basic principles of openness, honesty and trust, enhanced by a strong “challenge” culture where everyone within the organisation is encouraged to create and advocate ideas that can improve reputation and performance. In addition, there is a philosophy of “Above the Line” behaviour which focuses on taking responsibility, accountability and ownership for whatever we do. Thorn is committed to operating its businesses honestly, efficiently and fairly with high moral, ethical and legal standards. Our Code of Conduct sets clear expectations for all of our people in their interactions with each other, with customers and the wider community. In return we provide our people with training, support and opportunities to fulfil their potential. We recognise and value the unique contribution people can make because of their individual backgrounds and different skills, experiences and perspectives. This operates at all levels of the organisation, with our Board of Directors also reflecting our gender diversity policy. A key part of Thorn’s philosophy is in providing optimum service to customers to ensure they get a “fair go”, particularly those people who may have encountered difficulties in their lives and need assistance to obtain basic household items. Our “Responsible Lending & Rental Policy” is in place to ensure we provide customers with products that meet their needs and financial capacity. This has been an important component of building our customer base and generating long term customer loyalty. Another element is also our “Mum Test” which staff are encouraged to consider whenever dealing with a customer who is experiencing difficulties. Put simply, it is to treat customers “as if they were your mum” and do whatever is reasonable to assist them. In addition, Radio Rentals/Rentlo has introduced a specific ‘hardship contract’ that enables customers of good standing to extend the balance of their contract at a lower payment without any charges or penalties. COMMUNITY We believe community involvement is a component of good business practice. Consequently, we are committed to developing and maintaining long term strategic partnerships with community organisations where we can utilise our networks, resources and expertise to create mutual benefit. As part of our commitment, staff are encouraged to participate in community activities along with Thorn providing direct financial support, including matching staff donations dollar for dollar for approved activities. Two of the major initiatives supported by Thorn are the Children’s Tumour Foundation of Australia and Project New Dawn. CHILDREN’S TUMOUR FOUNDATION OF AUSTRALIA The Children’s Tumour Foundation and NF Australia have as their objectives the funding of research to find a cure for Neurofibromatosis (NF) and the support of people affected by NF. If you said “Neuro-what?” you are not alone. Although Neurofibromatosis (NF) affects one in every 3000 births, and more people/ kids have NF than Cystic Fibrosis, Duchenne Muscular Dystrophy, Tay Sachs Disease and Huntington’s disease combined – it is relatively unknown. In a nutshell, NF is a genetic disorder that causes tumours to grow on the nerves throughout the body. Every nerve cell in a child’s body has the potential to become a tumour causing blindness, deafness, bone deformities, learning disabilities and severe chronic pain. NF is a lifetime condition, and there is no cure. Radio Rentals is the major sponsor of The Children’s Tumour Foundation and Thorn Corporate along with other divisions is lending its support. Importantly sponsorship activities are tangible and many involve direct store and local community participation. PROJECT NEW DAWN Radio Rentals is also proud to be a founding partner in Project New Dawn which was created as an enterprise that could offer both jobs and accommodation to the homeless. The core partners are The Salvation Army (accommodation management and personal coaching), Radio Rentals (white goods and furniture) and BP (rental guarantee, training and employment opportunities). Participants selected for the project receive 12-18 months of employment and housing. With a stable source of income, participants pay their own rent and utilities which gives them a suitable rental history acceptable to other landlords when they graduate from the program. The first house went live in 2008 in Melbourne and there are now six houses across Australia – two in Melbourne and one each in Newcastle, Adelaide, Perth and Brisbane. Since 2008, 26 people have been recruited nationally and roughly half of those selected have stayed on or graduated from the program. The project aims to have 30-40 properties Australia wide, giving 60-80 homeless men and women the opportunity to move from the street and into regular employment. 15 OUR COMMUNITY NATURAL DISASTER GOVERNMENT AND INDUSTRY As a market leader, Thorn believes it has an important role to play in having a pro- active relationship with Government bodies in crafting and reviewing legislation and regulations. Thorn is an active member of the Australian Finance Conference (AFC) and Australian Equipment Leasing Association (AELA). Thorn has provided input and feedback to Federal Treasury and ASIC in relation to a number of matters including proposed enhancements to the National Consumer Credit Protection Act and enforcement of current regulations. Ultimately Thorn’s objective is to create a positive working environment where everyone can feel fulfilled about the work they do and the contribution Thorn as a whole is making to society. When disaster strikes across Australia, such as the Victorian Bushfires and Queensland Floods or there is a worthwhile cause needing assistance, then there is a good chance that someone from Thorn will be there to assist our customers and the community in general. Over the years assistance has been provided in various forms including the loan of bedding and refrigerators for relief centres, three month goodwill credits on customer accounts and donation of products for fundraising. ENVIRONMENT As an importer of product under the Thorn brand, the Company is heavily focused on integrating environmental considerations into our purchasing and supply strategies. Thorn is also a member of the Australia New Zealand Recycling Platform (ANZRP), which has responsibility for recycling end of life televisions. HEALTH AND SAFETY Thorn recognises its responsibility to provide a safe environment for our people, our customers and others who come into contact with our business. Our Health and Safety program is regularly reviewed and our Regional Safety Teams provide two way feedback on managing potential hazards and best practices. Left: Treadmill Challenge May 2014; Above: Children’s Tumour Foundation Cupids Undie Run 2014 (Red – Queensland, Blue – Victoria). 16 Thorn Group 2014 Shareholder Review OUR BRANDS TM 17 Providing a Positive Working Environment for our People Providing Support for the Community • Children’s Tumour Foundation Sponsorship • Project New Dawn • Local Activities Providing Optimum Service for our Customers • Responsible Lending & Rental Policy • “The Mum Test” • New Hardship Policy Health, Safety and Environmental Responsibility Contributing to Legislative and Regulatory Improvement Providing a Positive Working Environment for our People Providing Support for the Community • Children’s Tumour Foundation Sponsorship • Project New Dawn • Local Activities 18 Providing Optimum Service for our Customers • Responsible Lending & Rental Policy • “The Mum Test” • New Hardship Policy Health, Safety and Environmental Responsibility Contributing to Legislative and Regulatory Improvement Thorn Group 2014 Shareholder Review Providing a Positive Working Environment for our People Providing Support for the Community • Children’s Tumour Foundation Sponsorship • Project New Dawn • Local Activities Providing Optimum Service for our Customers • Responsible Lending & Rental Policy • “The Mum Test” • New Hardship Policy Health, Safety and Environmental Responsibility Contributing to Legislative and Regulatory Improvement Providing a Positive Working Environment for our People Providing Support for Providing the Community a Positive Working Environment for Tumour Foundation • Children’s our People Sponsorship • Project New Dawn • Local Activities Providing Support for the Community • Children’s Tumour Foundation Sponsorship • Project New Dawn • Local Activities THORN’S 2014 CSR FOCUS AREAS Providing Optimum Service for our Customers • Responsible Lending & Rental Policy • “The Mum Test” • New Hardship Policy Providing Optimum Service for our Customers • Responsible Lending & Rental Policy • “The Mum Test” • New Hardship Policy Health, Safety and Environmental Responsibility Health, Safety and Environmental Responsibility Contributing to Legislative and Regulatory Improvement Contributing to Legislative and Regulatory Improvement Providing Providing a Positive Working a Positive Working Environment for Environment for our People our People Providing Providing Support for Support for the Community the Community • Children’s • Children’s Sponsorship Sponsorship Tumour Foundation Tumour Foundation • Project New Dawn • Project New Dawn • Local Activities • Local Activities Providing Providing Optimum Service Optimum Service for our Customers for our Customers • Responsible Lending • Responsible Lending & Rental Policy & Rental Policy • “The Mum Test” • “The Mum Test” • New Hardship Policy • New Hardship Policy Health, Health, Safety and Safety and Environmental Environmental Responsibility Responsibility Contributing Contributing to Legislative to Legislative and Regulatory and Regulatory Improvement Improvement 19 For the year ended 31 March 2014 FINANCIAL SUMMARY INCOME STATEMENT For the year ended 31 March In thousands of AUD Revenue Profit before income tax Income tax expense Profit for the period BALANCE SHEET As at 31 March In thousands of AUD Assets Cash and cash equivalents Trade and other receivables Total current assets Trade and other receivables Deferred tax assets Property, plant and equipment Rental assets Intangible assets Total non-current assets Total assets Liabilities Trade and other payables Loans and borrowings Employee benefits Income tax payable Provisions Total current liabilities Loans and borrowings Employee benefits Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity 20 Thorn Group 2014 Financial Report 2014 2013 234,855 203,203 41,032 (12,881) 28,151 40,788 (12,767) 28,021 2014 2013 2,393 68,981 71,374 89,015 3,260 4,423 52,644 31,734 181,076 252,450 25,903 9,099 5,621 7,039 498 48,160 31,397 248 1,025 32,670 80,830 171,620 99,060 2,851 69,709 171,620 4,871 58,463 63,334 67,139 2,898 3,655 52,929 31,401 158,022 221,356 26,117 – 4,719 4,520 502 35,858 28,900 338 887 30,125 65,983 155,373 95,483 2,769 57,121 155,373 STATEMENT OF CASH FLOWS As at 31 March In thousands of AUD Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Interest paid Interest received Income tax paid Net cash from operating activities Cash flows from investing activities Proceeds from sale of assets Acquisition of rental assets Thorn Equipment Finance settlements Acquisition of property, plant and equipment Acquisition of software Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Dividends paid Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at April 1 Cash and cash equivalents at 31 March 2014 2013 255,109 (138,438) 116,671 (2,073) 151 (10,724) 104,025 1,655 (70,178) (32,325) (2,538) (2,727) (106,113) 24,996 (13,400) (11,986) (390) (2,478) 4,871 2,393 222,660 (120,612) 102,048 (1,807) 260 (7,173) 93,328 1,126 (60,463) (33,161) (1,874) (1,784) (96,156) 18,900 (4,000) (13,071) 1,829 (999) 5,870 4,871 21 For the year ended 31 March 2014 FOUR YEAR PERFORMANCE SUMMARY In thousands of AUD Operating Performance Total revenue Normalised net profit (before significant items) Significant items Reported net profit Operating cash flow Capital expenditure – rental assets Balance Sheet Structure Total assets Capital employed Equity Net debt Per Share Performance Number of shares Weighted average number of shares – basic Weighted average number of shares – diluted Basic earnings per share Diluted earnings per share Share price at year end Dividend per share1 Dividend payout ratio Financial Ratios Interest cover based on EBITA Net debt to equity Debt to equity Return on capital employed2 Return on equity3 1 Dividends declared during the year. 2014 2013 2012 2011 $m $m $m $m $m $m $m $m $m $m m m m cents cents cents cents % x % % % % 234.9 28.4 – 28.2 104.0 70.2 252.5 209.7 171.6 38.1 149.5 148.6 148.8 18.94 18.91 2.15 11.00 55 22.4 22.2 23.6 21.8 26.2 203.2 28.0 – 28.0 93.3 60.5 221.4 179.4 155.4 24.0 147.6 146.6 146.8 19.11 19.09 2.06 10.50 55 24.4 15.4 18.6 24.8 28.1 188.4 27.8 – 27.8 71.6 54.8 185.3 148.4 140.2 8.2 146.4 144.7 146.5 19.24 19.01 1.57 9.50 50 27.2 6.0 10.0 30.3 33.0 157.6 23.0 (1.0) 22.0 68.4 52.6 171.8 122.0 95.0 27.0 129.9 130.8 132.0 16.84 16.69 2.19 8.49 50 53.1 28.4 37.8 35.0 37.0 Calculated as total profit before interest and tax divided by the average capital employed. Calculated as total profit before interest and tax divided by the average equity. 2 3 22 Thorn Group 2014 Shareholder Review CORPORATE DIRECTORY Directors David Carter Chairman James Marshall Managing Director Peter Henley Non-Executive Director Joycelyn Morton Non-Executive Director Stephen Kulmar Non-Executive Director Company Secretary Peter Eaton Registered office Thorn Group Limited Level 1 62 Hume Highway Chullora NSW 2200 www.thorn.com.au Telephone: +61 2 9101 5000 Facsimile: +61 2 9101 5033 Auditor to Thorn Group Limited KPMG 10 Shelley Street Sydney NSW 2000 Registry Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney NSW 2000 Designed and produced by FCR www.fcr.com.au 23 2014 Financial Report BUILDING FOR THE FUTURE For the year ended 31 March 2014 FINANCIAL SUMMARY REVENUE (A$m) NET PROFIT AFTER TAX (A$m) 260 240 220 200 180 160 140 120 100 234.8 ’10 ’11 ’12 ’13 ’14 40 30 20 10 0 28.15 ’10 ’11 ’12 ’13 ’14 BASIC EARNINGS PER SHARE (cents) DIVIDENDS PAID PER SHARE (cents) 21 19 17 15 13 11 9 7 5 18.94 ’10 ’11 ’12 ’13 ’14 11 10 9 8 7 6 5 10.5 ’10 ’11 ’12 ’13 ’14 RESULTS SUMMARY FOR THE YEAR In thousands of AUD Revenue Profit before Tax Net Profit after Tax Earnings per Share (cents) Net Cash from Operating Activities Thorn Group 2014 Financial Report 2014 2013 234,855 203,203 41,032 28,151 18.94 40,788 28,021 19.11 104,025 93,328 Thorn Group Limited and its Controlled Entities ACN 072 507 147 Contents 01 28 29 30 31 32 33 61 62 64 65 Directors’ report Lead auditor’s independence declaration Statement of comprehensive income Statement of financial position Statement of changes in equity Statement of cash flows Notes to the consolidated financial statements Directors’ declaration Independent auditor’s report Additional ASX information Corporate directory Notice of meeting Notice is hereby given that the Annual General Meeting will be held at Four Points by Sheraton, 161 Sussex Street Sydney on 26 August 2014, commencing at 11:00am. DIRECTORS’ REPORT The directors present their report together with the financial report of Thorn Group Limited (the ‘Company’) and its controlled entities (together referred to as the ’consolidated entity’) for the financial year ended 31 March 2014 and the auditor’s report thereon. Contents of directors’ report Page Note 02 04 04 04 04 06 07 09 15 17 17 18 19 20 21 22 22 25 25 25 25 26 26 26 27 27 1 2 Directors Company secretary 3 Directors’ meetings 4 Corporate governance statement 4.1 Board of directors 4.2 Remuneration and Nomination Committee 4.3 Remuneration report – audited 4.3.1 Principles of remuneration 4.3.2 Directors’ and executive officers’ remuneration – audited 4.3.3 2013 STI outcomes – audited 4.3.4 Equity Instruments 4.4 Audit, Risk and Compliance Committee 4.5 Risk management 4.6 Ethical standards 4.7 Communication with shareholders 5 Principal activities 5.1 Operating and financial review 5.2 Shareholder returns Events subsequent to reporting date Likely developments 6 7 8 Directors’ interests 9 Performance rights 10 Indemnification and Insurance of Officers and Auditors 11 Non-audit services 12 Lead auditor’s independence declaration 13 Rounding off 1 1. Directors Information The directors of the Company at any time during or since the end of the financial year are: David Carter (Age 60) Chairperson Independent Non-Executive Appointed: 3 November 2006 Qualifications Bachelor of Economics, Bachelor of Law (Hons), Masters of Law, and a Bachelor of Civil Law Experience David is a lawyer and corporate advisor who was previously a partner of a major international law firm. David currently runs his own legal and corporate advisory practice. David has significant experience in corporate governance, M&A, commercial and international law. David is a Member of the Australian Institute of Company Directors. John Hughes (Age 62) Managing Director Appointed: 3 November 2006 Qualifications Bachelor of Commerce Joycelyn Morton (Age 55) Independent Non-Executive Appointed: 1 October 2011 Qualifications Bachelor of Economics Experience John has over 35 years experience as a senior executive in a number of leading Australian and international companies including Rural Holding Limited, Thorn EMI Rentals Australasia, Sharp Corporation, Competitive Foods, and Grace Bros. Experience Joycelyn began her career with Coopers & Lybrand (now PwC), before joining Woolworths Limited and later the Shell Group in Australia and the Netherlands. She is a Fellow of CPA and ICAA in Australia, the Australian Institute of Company Directors and the Governance Institute of Australia. Other current directorships N/A Other current directorships N/A Former directorships Azure Healthcare Limited Victorian Energy Network Corporation Former directorships N/A Other current directorships Argo Investments Limited, Noni B Limited Snowy Hydro Limited Former directorships Crane Group Limited Count Financial Limited Interests in shares and options 192,729 ordinary shares Interests in shares and options 3,429,113 ordinary shares Interests in shares and options 39,000 ordinary shares 2 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) Peter Henley (Age 67) Independent Non-Executive Stephen Kulmar (Age 61) Independent Non-Executive James Marshall (Age 41) Executive Appointed: 21 May 2007 Appointed: 15 April 2014 Appointed: 5 May 2014 Paul Lahiff (Age 61) Independent Non-Executive Appointed: 21 May 2007 Retired: 22 August 2013 Qualifications Qualifications Qualifications Dip. Financial Services Qualifications Bachelor of Science Experience Peter has had a long and distinguished career in financial services generally and in consumer and commercial finance in particular, having held senior management positions with AGC, Nissan Finance and most recently GE Money. Peter is a Fellow of the Australian Institute of Management and a member of the Australian Institute of Company Directors. Experience Stephen is the former Managing Director and Chairman of IdeaWorks and is currently the Managing Director of Retail Oasis, a boutique retail marketing services company. Steve has over 30 years experience in advertising and has extensive experience in retail strategy, brand strategy, channel to market strategy, business re- engineering and new retail business development. Experience Paul operates his own consultancy firm specialising in financial services strategy. He has over 30 years experience in the financial services industry and has held senior executive roles with Westpac Banking Corporation (in Sydney and London) and the credit union sector. He is a Fellow of the Financial Services Institute of Australia (FINSIA) and is a member of the Australian Institute of Company Directors (AICD). Experience James joined the company in 1993 and held several frontline and senior management positions prior to joining the Executive Team which took the company to public listing in 2006. James has extensive knowledge of the consumer leasing and receivables management industries and has been instrumental in driving the development and growth of Thorn’s core Radio Rentals business since the IPO. Most recently as Chief Operating Officer, James has led the development and implementation of the Group’s strategic initiatives in financing and receivables management. Other current directorships AP Eagers Limited MTA Insurances Limited Other current directorships RCG Corporation Limited Retail Oasis Pty Ltd Other current directorships N/A Other current directorships N/A Former directorships Charles Parsons Pty Ltd Former directorships N/A Former directorships N/A Former directorships GE Motor Solutions Australia GE Money Singapore and Malaysia. United Financial Services Limited Interests in shares and options 60,278 ordinary shares Interests in shares and options Nil ordinary shares Interests in shares and options 126,887 ordinary shares Interests in shares and options Nil ordinary shares 3 2. Company Secretary Peter Eaton joined the Company in 1999 and was the Company’s Finance Manager before assuming the role of Group Financial Controller in 2005 and the positions of Chief Financial Officer and Company Secretary in August 2006. Peter’s role encompasses Finance, Information Technology, Business Development and Risk Management. Peter holds a Bachelor of Commerce degree from the University of Western Sydney, is a member of CPA Australia and has undertaken the Senior Executive programme at London Business School. 3. Directors’ Meetings The number of directors’ meetings (including meetings of committees of directors) and number of meetings attended by each of the directors of the Company during the financial year are detailed below. Director John Hughes David Carter Joycelyn Morton Peter Henley Paul Lahiff Board Meetings Audit Risk and Compliance Committee Meetings Remuneration and Nomination Committee Meetings A 13 13 13 13 4 B 13 13 13 13 4 A 5a 5 5 5 2 B 5a 5 5 5 3 A 6a 6 6 6 1 B 6a 6 6 6 1 A – Number of meetings attended B – Number of meetings held during the time the director held office during the year (a) Mr John Hughes was not a member of the Audit Risk and Compliance Committee or the Remuneration and Nomination Committee but attended the meetings by invitation. (b) Mr Stephen Kulmar was appointed as a non-executive director on 15 April 2014. (c) James Marshall was appointed as an executive director on 5 May 2014. 4. Corporate Governance Statement This statement outlines the main corporate governance practices in place throughout the financial year, which comply with the ASX Corporate Governance Council recommendations, unless otherwise stated. 4.1 Board of Directors Role of the Board The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is responsible for the overall corporate governance of the Company including formulating its strategic direction, approving and monitoring capital expenditure, setting remuneration, appointing, removing and creating succession policies for directors and senior executives, establishing and monitoring the achievement of management’s goals and ensuring the integrity of risk management, internal control, legal compliance and management information systems. It is also responsible for approving and monitoring financial and other reporting. In order to ensure that the Board functions and responsibilities are clearly identified, the Company has adopted a formal Board Charter. A copy of the Board Charter is located on the Company’s website (www.thorn.com.au). The Board has delegated responsibility for operation and administration of the Company to the Managing Director and executive management. Responsibilities are delineated by formal authority delegations. 4 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) Board Processes To assist in the execution of its responsibilities, the Board has established an Audit, Risk and Compliance Committee and a Remuneration and Nomination Committee. These committees have written mandates and operating procedures, which are reviewed on a regular basis. The Board has also established a framework for the management of the Company including a system of internal control, a business risk management process and the establishment of appropriate ethical standards. The full Board currently holds scheduled meetings each year, 10-14 per annum, plus strategy meetings and any extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise. The Board Charter requires the full Board to meet at least once per year to review the performance of the directors, committees, and senior executives, as well as, the relationship between the Board and management and matters of general corporate governance. The agenda for Board meetings is prepared in conjunction with the Chairperson, Managing Director and Company Secretary. Standing items include the divisional report, finance report, strategic matters, governance, compliance and continuous disclosure. Submissions are circulated in advance. Executives are regularly involved in Board discussions and directors have other opportunities, including visits to business operations, for contact with a wider group of employees. Director and Executive Education The Company has a formal process to educate new directors about the nature of the business, current issues, the corporate strategy, the culture and values of the Company, and the expectations of the Company concerning performance of directors. In addition, Directors are also educated regarding meeting arrangements and director interaction with each other, senior executives and other stakeholders. Directors also have the opportunity to visit the Company’s facilities and meet with management to gain a better understanding of business operations. Directors are given access to continuing education opportunities to update and enhance their skills and knowledge. The Company also has a formal process to educate new senior executives upon taking such positions. The induction program includes reviewing the Company structure, strategy, operations, financial position and risk management policies. It also familiarises the individual with the respective rights, duties, responsibilities and roles of the individual and the Board. Independent Professional Advice and Access to Company Information Each director has the right of access to all relevant Company information and to the Company’s executives and, subject to prior consultation with the Chairperson, may seek independent professional advice from a suitably qualified adviser at the Company’s expense. The director must consult with an advisor suitably qualified in the relevant field, and obtain the Chairperson’s approval of the fee payable for the advice before proceeding with consultation. A copy of the advice received by the director is made available to all other members of the Board. Composition of the Board The names of the directors of the Company in office at the date of this report, specifying which are independent, are set out on pages 2 to 3 of this report. The composition of the Board is determined using the following principles: – a minimum of three directors, with a broad range of expertise both nationally and internationally; – a majority of independent non-executive directors; – a majority of directors having extensive knowledge of the Company’s industries, and/or extensive expertise in significant aspects of auditing and financial reporting, or risk management of large companies; – a non-executive independent director as Chairperson; and – directors are subject to re-election every three years (except for the Managing Director). The Board considers the mix of skills and diversity of Board members when assessing the composition of the Board. The Board assesses existing and potential directors’ skills to ensure they have appropriate industry expertise in the Company’s operating segments. The Board considers the diversity of existing and potential directors to ensure they are in-line with the geographical and operational segments of the Company. The Board’s policy is to seek a diverse range of directors who have a range of ages, genders and ethnicity which mirrors the environment in which the Company operates. 5 An independent director is a director who is not a member of management (a non-executive director) and who: 1. holds less than five per cent of the voting shares of the Company and is not an officer of, or otherwise associated, directly or indirectly, with a shareholder of more than five per cent of the voting shares of the Company; 2. has not within the last three years been employed in an executive capacity by the Company or a related body corporate or has become a director within three years of ceasing to hold any such employment; 3. within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another Company member or an employee materially associated with the service provided; 4. is not a material supplier or customer of the Company or another member of the consolidated entity, or an officer of or otherwise associated, directly or indirectly, with a material supplier or customer; 5. has no material contractual relationship with the Company or a related body corporate other than as a director of the Company; and 6. is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company. The Board considers, ‘material’, in this context, to be where any director-related business relationship has represented, or is likely in future to represent the lesser of at least ten per cent of the relevant segment’s or the director-related business’ revenue. The board considered the nature of the relevant industries’ competition and the size and nature of each director-related business relationship, in arriving at this threshold. Applying these criteria, the Board is satisfied that David Carter, Peter Henley, Joycelyn Morton and Stephen Kulmar are independent. In accordance with the ASX Corporate Governance Guidelines, the Chairperson is an independent director, and the positions of Managing Director and Chairperson are held by different directors. 4.2 Remuneration and Nomination Committee The Remuneration and Nomination Committee has a documented charter, approved by the Board. All members are non- executive directors with a majority being independent. The Remuneration and Nomination Committee assists the Board in its oversight responsibilities by monitoring and advising on: – remuneration packages of senior executives, non-executive directors and executive directors; – share option schemes and incentive performance packages; – executive contracts; – recruitment, retention and termination policies relating to the Board and senior executives; and – monitoring the size and composition of the Board. The members of the Remuneration and Nomination Committee during the year were: – David Carter (Chairperson) – Independent, Non-Executive – Peter Henley – Independent, Non-Executive – Joycelyn Morton – Independent, Non-Executive – Paul Lahiff – Independent, Non-Executive (Retired 22 August 2013) The Managing Director, John Hughes, is also invited to Remuneration and Nomination Committee meetings, as required, to discuss senior executives’ performance and remuneration packages but does not attend meetings involving matters pertaining to him. Stephen Kulmar was appointed the Chairperson on the Remuneration and Nomination Committee on 15 April 2014. From time to time, the Committee takes advice from external consultants to identify potential candidates for the Board. The Committee makes recommendations to the Board on the candidates, which votes on them. The Board then appoints the most suitable candidates. Board candidates must stand for election at the general meeting of shareholders immediately following their appointment. Korn Ferry and Heidrick and Struggles were engaged during the financial year by the Board to assist in the recruitment of a Non-Executive Director. Fees of $93,925 were incurred. 6 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) Korn Ferry were engaged during the financial year by the Board to assist in the recruitment of a new Managing Director and Chief Executive Officer. Fees of $165,962 were incurred. The terms and conditions of the appointment and retirement of non-executive directors are set out in a letter of appointment, including expectations of attendance and preparation for all Board meetings, minimum hourly commitment, appointments to other boards, the procedures for dealing with conflicts of interest and the availability of independent professional advice. The Remuneration and Nomination Committee meets at least three times a year and as required. The Committee met six times during the year and Committee members’ attendance record is disclosed in the table of directors’ meetings on page 4. 4.3. Remuneration Report – Audited The directors are pleased to present the remuneration report setting out the remuneration information for key management personnel (KMP), for the year ended 31 March 2014 and is prepared in accordance with section 300A of the Corporations Act 2001. The KMP of the Company and the consolidated entity for the year ended 31 March 2014 were: Directors David Carter Peter Henley Joycelyn Morton Paul Lahiff (retired 22 August 2013) Senior Executives John Hughes Chief Executive Officer (CEO) James Marshall Chief Operating Officer (COO) Peter Eaton Chief Financial Officer (CFO) 2013 Annual General Meeting (AGM) First Strike Despite solid financial performance, at the 2013 AGM the Company received 27.47% of votes cast against our Remuneration Report. In contrast, in 2012, only 1.5% of security holders voted against the Remuneration Report. This change in sentiment concerned the Board. As part of the review post the 2013 AGM, members of the Board including the Chairperson met with numerous stakeholders to discuss Thorn’s remuneration arrangements. The Board appreciated the engagement with all stakeholders who have taken the time to share their views. The issues identified by shareholders and their representatives in respect of the 2013 remuneration structure, the remuneration report and the actions taken by the Board to address these are: STI disclosure including limits Section 4.3.1 of this report provides comprehensive detail of the STI including, in particular, that no amount of STI is paid unless budgeted NPAT is achieved. Further, only 30% of the financial KPI is paid at target. Retention payments to CEO During 2013 the Board were advised to ensure the CEO and his corporate knowledge was retained during a period of transition. LTI scheme structure A detailed explanation of the reasons for the retention payments to the CEO (CFO and COO) is set out in this report. The 2012 LTI grant has a performance period of 5 years and is only eligible to commence vesting on the 3rd anniversary if a ROCE gateway is met. Importantly, only once that gateway is met will the awards vest on the 3rd, 4th and 5th anniversary if relative TSR hurdles are achieved. No LTI was granted in the 2014 year. Fee cap increase The fee pool for NEDs has ensured the Board had the capacity to recruit a new director. Disclosure of comparator group The comparator group for the LTI, and against which KMP remuneration is benchmarked, has been disclosed at www.thorn.com.au. 7 The board recognises its disclosure and explanation of the remuneration framework and rationale for its decisions did not meet shareholder’s and their representative’s expectations in 2013. At the time of the 2013 AGM, the 2014 remuneration packages had already been determined and it was not possible to make significant changes for this year. The board has undertaken a comprehensive review of the remuneration framework and structure and the disclosure of its current practices. The disclosure throughout this remuneration report seeks to transparently explain how the remuneration has been structured and the rationale for various remuneration decisions. The action taken, and decisions being considered, by the board for the 2015 financial year include: – Further benchmarking of KMP remuneration; and – Review and revision of the STI and LTI structure and framework with regard to: – Market and industry practice; and – More closely linking remuneration to Company strategy and shareholder interests in both the short and long term. Details of any changes to the remuneration framework will be disclosed to the market, where required, and in the 2015 remuneration report, once approved by the Board. 2014 Remuneration highlights CEO retirement – John Hughes advised the Board of his retirement in November 2013, effective 30 June 2014. Appointment of new CEO – James Marshall, previously Chief Operating Officer was appointed to replace John Hughes as Chief Executive Officer and Managing Director effective 1 June 2014. – Mr Marshall’s annual remuneration was set at the time of his appointment and is detailed on page 14. Senior executive pay freeze – Senior executives and General Manager salaries did not receive any fixed pay or variable remuneration increases in the 2014 financial year except where there was a change in responsibility. Short term incentives (STI) reflect on target performance for 2014 – 2014 financial performance was ahead of both the prior comparative period and budget. – The result was however impacted by the Company’s investment in new business opportunities. – Consequently the average short term incentive is at the bottom of the range. Long term incentives (LTI) – The final tranche of the 2010 plan was calculated and paid during the year. Any performance rights that did not vest were forfeited. – There was no grant of LTI during the 2014 year. Senior Executives retention payments – A retention payment of $150,000 was paid to John Hughes, CEO – A retention payment of $50,000 was paid to James Marshall, COO and Peter Eaton, CFO. – This is explained on page 12. 2013 AGM remuneration vote first strike – A first strike was registered after 27.47% voted against the remuneration report as compared to 1.5% in 2012. 8 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) 4.3.1. Principles of remuneration The remuneration framework is set out to ensure rewards are appropriate for results achieved and are aligned to corporate strategic goals and shareholder wealth creation. The Board and Remuneration and Nomination Committee ensure sound remuneration governance practice, that KMP remuneration is competitive and transparent, whilst aligning shareholder interests through creation of sustainable growth and ensuring rewards reflect actual performance. Remuneration levels for KMP are competitively set to attract and retain appropriately qualified and experienced directors and executives. Independent advice is obtained on the appropriateness of remuneration packages, given trends in comparable companies and the objectives of the Company’s remuneration strategy. The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives and achieve the creation of value for shareholders. The remuneration structures take into account: – the capability and experience of the executive; – the executive’s ability to influence the relevant performance; and – the consolidated entity’s performance including: – the consolidated entity’s earnings; – the growth in share price and delivering constant returns on shareholder wealth; and – the amount of incentives within each executive’s compensation. Fixed remuneration STI LTI – Includes base salary, superannuation – Annual cash payment – The LTI is a performance rights and fringe benefits – Eligibility for payment depends on scheme with a 5 year vesting period – Set with reference to the market, internal relativities, qualifications, the Company achieving its budgeted – No LTI vests if a ROCE gateway NPAT as well as achievement against hurdle is not met skills, performance and experience individual KPIs – Reviewed annually1 – KPIs are set at the start of each financial year – If the ROCE gateway hurdle is met, vesting of the performance rights depends on the Company’s TSR performance relative to a peer group1 1 Remuneration is reviewed annually against comparable ASX listed entities. A list of these entities is available on the Thorn website (www.thorn.com.au) The performance based STI and LTI components are described in more detail below. i) Short Term Incentives The STI is an annual cash incentive reviewed by the Board against operational and financial Key Performance Indicators (KPIs) for the financial year. The following table outlines the major features of the 2014 STI: Features Description Funding of the STI – The STI pool is funded when the Company achieves its budgeted NPAT – No STI is payable if the Company does not meet its budgeted NPAT Minimum requirements – No amount of STI is paid if budgeted NPAT is not met STI that can be earned – Below target performance – nil – On target performance – 30 per cent of fixed base – Maximum STI for stretch performance – 100 percent of fixed base – A sliding scale is applied when performance is between “target” and “stretch” What is target performance? – Target performance is budget NPAT 9 Features Description What is stretch performance? – Stretch performance is when actual NPAT is equal to or greater than 125% of budget NPAT KPIs – Individual KPIs are set at the beginning of each financial year comprising financial and non-financial measures Weightings of KPIs – 70 per cent relates to financial KPIs – 30 per cent relates to non-financial KPIs What is the financial KPI? – Budgeted NPAT What are the non-financial KPIs? – The non-financial KPIs are agreed with the Board at the start of the financial year – Vary with position and responsibility – The KPIs relate to people, customer satisfaction, strategy, systems, risk and staff development Performance period – 1 April 2013 to 31 March 2014 Assessment & Approval – At the end of the financial year, the Remuneration and Nomination Committee assesses the actual performance of the consolidated entity, and each individual’s performance against the KPI’s to determine how much of the bonus pool is payable. – The Board has the discretion to take into account unbudgeted extraordinary items approved by the Board. – The performance evaluation in respect of the year ended 31 March 2014 has taken place in accordance with this process. The Remuneration and Nomination Committee recommends the cash incentive to be paid to the individuals for approval by the Board. 2014 performance – The financial hurdle was met – The amounts payable to KMP are detailed on page 17 Deferred component – The Board has determined that it is not appropriate to introduce a deferral due to: – The nature of the business is such that it is very difficult to shift profit between years; – The profit budget is increased annually so that management is highly motivated to achieve those budgets out of annual revenues; and – The quality of earnings is high and the risk of deferral is low – While the Board did not move to include a deferral of STI in 2014 and does not expect it will do so in 2015, it has determined to keep the matter under review as it moves forward with an overall review of the remuneration framework. – The Board has not yet adopted a clawback policy as the Long Term Incentive, which vests over 3, 4 and 5 years provides the capacity to clawback a component of remuneration in the event of a matter of significant concern. Clawback provisions 10 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) ii) Long Term Incentive (LTI) The most recent grant of long-term incentives was in December 2012 in the form of performance rights. The grant is directly linked to the performance of the Company, the returns generated and relative increases in shareholder wealth. This structure is used to ensure appropriate alignment to shareholder value over a specified timeframe. Performance rights provide the right to receive shares only if and when a particular performance based hurdle and vesting condition are met. The holders of the performance rights are entitled to receive one ordinary share per performance right. During the 2014 financial year, the final tranche of the 2010 plan was due for testing. This was undertaken in June 2013. Shares were allotted to the participants of the scheme and any outstanding performance rights were forfeited. Details of the share allotted and rights forfeited are available on page 18. No performance rights were granted during the 2014 financial year. The following table sets out the key features of the LTI plan. Features Instrument Description – Performance rights – zero exercise price options Maximum LTI award level – LTI awards are capped at 50% of fixed remuneration at grant date using the face value of the shares at grant date to calculate the number to be granted. Dividend treatment – No dividends are paid on unvested awards Share dilution limits – No share dilution limits are in place given the quantum of the LTI Gateway Hurdle – The average Return on Capital Employed (ROCE) for the measurement period must be equal to or greater than 20% – If ROCE < 20%: no performance rights vest – If ROCE > 20%: performance rights are able to vest subject to the performance hurdles (see below) being met Why ROCE was chosen – It is a key indicator of the quality and efficiency of the returns the consolidated entity is achieving and is aligned to shareholder wealth Why was ROCE set at 20% – While the 20% ROCE hurdle appears to be lower than the ROCE performance in the previous years, it appropriately reflects the change in business model – The Company’s strategy to be a diversified financial services organisation has seen lease and loan receivables grow substantially but ahead of earnings performance – The Company has expanded its services to grow but margins will be lower than when the business was primarily Radio Rentals – The Remuneration and Nomination Committee and the Board therefore consider that the 20% ROCE hurdle is appropriate – It is important to recognise that 20% ROCE has been set as a gateway. It opens the gate for testing against TSR – The ROCE calculation will be audited Performance Hurdles – The company’s TSR performance is measured against 30 comparable ASX listed securities (available at www.thorn.com.au) – Where the Company’s TSR performance is rated below the 50th percentile, no performance rights vest. – Proportionate vesting occurs if the Company is ranked at or above the 50th percentile until the 90th percentile, when 100% of the rights vest. Why TSR was chosen – It is widely accepted as an objective indicator of shareholder wealth criterion as it includes share price growth, dividends and other capital adjustments – TSR will be calculated by an independent expert 11 Features Description Performance period – The performance period for the LTI is 5 years Vesting Dates – 1/3 of the grant vests at 3 years – 1/3 of the grant vests at 4 years – 1/3 of the grant vests at 5 years Testing – The LTI is currently structured to vest over 5 years to align with a shareholder’s long term perspective – The Board believes it is appropriate to vest the LTI if the gateway hurdle and performance hurdle has been met over the 5 year period notwithstanding that it may not have been met at 3 or 4 year test dates – The current structure ensures the executive team remains focussed on improving shareholder returns over a 5 year period Termination – In the event that a participant’s employment is terminated, any unvested performance Clawback provisions – There are no clawback provisions rights will lapse – The LTI has an extended vesting period, vesting in 3, 4 and 5 years – The extended vesting period provides the capacity to clawback a component of remuneration in the event of a matter of significant concern CEO retention and retirement payments The Board recognised that it needed to retain the services of the CEO, John Hughes during a period of strategic growth and expansion after the expiry of his contract. The Board recognised that the LTI grant could not effectively retain the CEO due to his contractual term only being for two years, therefore, sought his agreement to remain with the Company notwithstanding he would not be eligible for his LTI. Institutional shareholders advised they were concerned that the corporate knowledge and expertise of the CEO would be lost to the Company. They recommended the Board should take steps to retain the CEO. In determining the retention structure, the Board recognised that as the CEO was already a significant shareholder and his interests were strongly aligned to the broader shareholder interests. It was resolved that retention and retirement payments were appropriate and to be paid in cash. Therefore, in the 2014 financial year the CEO was paid a retention payment of $150,000. In the 2015 financial year the CEO will be paid a retention payment of $37,500 and a retirement benefit of $300,000. COO and CFO retention payments The Board recognised that the continuing arrangement with the CEO may be perceived to impact the career paths of the COO and CFO, both of whom the Board considered key to the ongoing success of the Company. The Board recognised that the LTI grant in December 2012 did not have a strong retention effect as there were no other LTI amounts vesting before May 2015. In order to address this, the COO and CFO would receive retention payments. In the 2014 financial year, the COO and CFO were paid an additional $50,000 each. In the 2015 financial year, the COO and CFO will be paid a further $100,000 each should they remain with the Company until 31 March 2015. Services from Remuneration Consultants The Remuneration and Nomination Committee engaged Executive Research Services (ERS) as remuneration consultant to the Board to review the amounts and elements of the KMP remuneration and provide recommendations in relation thereto. ERS provided valuable market analysis in relation to the remuneration of the KMP, non-executive directors and other general managers of the consolidated entity. 12 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) The Remuneration and Nomination Committee also engaged KPMG Executive Remuneration Advisory to provide advice on the remuneration framework and the remuneration report. KPMG did not provide remuneration recommendations pursuant to the Corporations Act. Consultant fees incurred for the financial year were $21,725 to ERS and $40,000 to KPMG. Other fees paid to KPMG are set out in the financial statements. The Board is satisfied that the remuneration recommendations made by ERS and the advice provided by KPMG Executive Remuneration Advisory were free from undue influence by members of the KMP about whom the recommendations may relate as the consultants were directly engaged by and reported to the Board. Consequences of Performance on Shareholder’s Wealth In considering the consolidated entity’s performance and benefits for shareholders’ wealth, the Board have regard to the following indices in respect of the current financial year and the four previous financial years. The profit performance for the 2014 was marginally better than 2013 and better than budget. The STI financial performance hurdle was met. Profit attributable to owners of the Company $28,151,000 $28,021,000 $27,849,000 $22,038,000 $19,495,000 2014 2013 2012 2011 2010 Basic EPS1 Dividends paid Dividends per share Change in share price Return on capital employed2 Return on equity3 18.94c 19.11c 19.24c 16.84c 15.12c $15,563,000 $14,656,000 $12,272,000 $9,464,000 $7,059,000 10.50c 0.09 21.83% 26.17% 10.00c 0.49 24.78% 28.14% 8.95c (0.62) 30.34% 33.00% 7.30c 1.07 35.02% 36.97% 6.32c 0.63 30.72% 32.59% 1 2 3 Although NPAT increased in 2014, Basic EPS decreased due to an additional 1,782,014 shares being issued under the Dividend Reinvestment Plan. Calculated as total profit before interest and tax divided by the average capital employed. Calculated as total profit before interest and tax divided by the average equity. Senior Executive Contract details Name John Hughes Title Term / Notice Details Chief Executive Officer and Managing Director 31 March 2015 6 month notice period James Marshall Chief Operating Officer Ongoing 3 month notice period Annual base salary of $617,000 inclusive of superannuation. A tenure bonus of $37,500 is payable at 30 June 2014. A termination benefit of $300,000 is payable. Annual base salary of $309,000 inclusive of superannuation. A retention payment of $100,000 is payable at 31 March 2015. No termination benefit is payable. 13 Name Peter Eaton Title Term / Notice Details Chief Financial Officer Ongoing 3 month notice period Annual base salary of $309,000 inclusive of superannuation. A retention payment of $100,000 is payable at 31 March 2015. No termination benefit is payable. James Marshall was appointed Chief Executive Officer and Managing Director from 1 June 2014 following the retirement of John Hughes. The remuneration details of James Marshall from 1 June 2014 are: Name Title Term / Notice Details James Marshall Chief Executive Officer and Managing Director Ongoing 6 month notice period Annual base salary of $490,000 inclusive of superannuation. No termination benefit is payable. Eligible to participate in an STI and LTI plan. Non-Executive Directors Total remuneration for all non-executive directors, last voted upon by shareholders at the 2013 AGM, is not to exceed $650,000 per annum and is set based on advice from external advisors with reference to fees paid to other non-executive directors of comparable companies. The following fee structure was applicable for the financial years: Base fee per annum Chair of the Board Directors Additional fees per annum Chair of Audit, Risk and Compliance Committee Member of the Audit, Risk and Compliance Committee Chair of Remuneration and Nomination Committee Member of the Remuneration and Nomination Committee Notes to the Non-Executive Directors fees 2014 2013 $166,000 $140,000 $83,000 $70,000 $15,000 $20,000 – $5,000 $10,000 – – $2,500 – Non-executive directors do not receive performance-related remuneration and do not participate in employee share based payment schemes. – The Chair of the Board was not paid an additional fee for undertaking the role of Chair of the Remuneration and Nomination Committee. – No Committee fees were paid in 2014 as they were incorporated into the base fees. – The above fees do not include superannuation. 14 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) 4.3.2 Directors’ and Executive Officers’ Remuneration (Company and Consolidated – Audited) Details of the nature and amount of each major element of remuneration of each director of the Company and other KMP of the consolidated entity are: 2014 Short-term Post- employment Long-term benefits Share-based payments Salary & fees $ STI cash bonus $(A) Non- monetary benefits $(B) Super- annuation benefits $ Long Service Leave $ Termination benefits $ Options and rights $(C) Total $ Name Directors Non-Executive Directors David Carter (Chairman) 166,000 Peter Henley Joycelyn Morton Paul Lahiff1 Subtotal non-executive directors Executive Directors 83,000 98,000 33,200 380,200 – – – – – – – – – – 15,259 7,630 9,008 3,023 34,920 – – – – – – – – – – John Hughes 590,526 208,916 3,379 17,474 8,510 150,000 Subtotal Executive directors Total directors remuneration 590,526 208,916 3,379 17,474 8,510 150,000 970,726 208,916 3,379 52,394 8,510 150,000 Other Key Management Personnel – – – – – – – – 181,259 90,630 107,008 36,223 415,120 978,805 978,805 1,393,925 James Marshall 261,178 104,627 Peter Eaton 275,853 104,627 11,414 8,239 17,474 17,474 16,904 100,000 4,846 100,000 63,700 63,700 575,297 574,789 Subtotal other Key Management Personnel Total Key Management Personnel compensation (group) 537,031 209,254 19,703 34,948 21,749 200,000 127,400 1,150,085 1,507,757 418,170 23,082 87,342 30,259 350,000 127,400 2,544,010 1 The remuneration for Paul Lahiff for 2014 reflects remuneration during the period to 22 August 2013, the date of his retirement. 15 Short-term Post- employment Long-term benefits Share-based payments Salary & fees $ STI cash bonus $(A) Non- monetary benefits $(B) Super- annuation benefits $ Long Service Leave $ Retention payment $ Options and rights $(C) Total $ 2013 Name Non-Executive Directors David Carter, (Chairman) Peter Henley Joycelyn Morton Paul Lahiff1 Subtotal non-executive directors Executive Directors 147,500 72,577 89,539 77,346 386,962 – – – – – – – – – – 13,275 6,532 8,059 6,961 34,827 – – – – – John Hughes 591,025 200,000 3,556 16,283 7,845 Subtotal Executive directors Total directors remuneration 591,025 200,000 3,556 16,283 7,845 977,987 200,000 3,556 51,110 7,845 Other Key Management Personnel James Marshall 236,506 93,000 Peter Eaton 267,37 1 105,000 11,414 13,387 16,283 16,283 2,191 7,235 Subtotal other Key Management Personnel Total Key Management Personnel compensation (group) 503,877 198,000 24,801 32,566 9,426 1,481,864 398,000 28,357 83,676 17,271 The below table summarise KMP remuneration split by Fixed, Short Term and Long Term. – – – – – – – – – – – – – – – – – 160,775 79.109 97,598 84,307 421,789 108,793 927,502 108,793 927,502 108,793 1,349,291 31,354 390,748 36,264 445,540 67,618 836,288 176,411 2,185,579 Name John Hughes James Marshall Peter Eaton Fixed % At Risk – STI % At Risk – LTI % Total % 2014 2013 2014 2013 2014 2013 63 66 51 65 52 65 37 22 38 27 37 27 n/a 12 11 8 11 8 100 100 100 100 100 100 Notes in relation to the Table of Directors’ and Executive Remuneration The short term incentive bonus for 2014 is for performance during the financial year. A. Non-monetary benefits as disclosed in both tables includes cost of providing a motor vehicle and any fringe benefits tax attributable thereto. The fair value of the performance rights is calculated at the date of grant using a Monte Carlo simulation model and allocated to each reporting period evenly over the period from grant date to the expected vesting date. The value disclosed is the portion of the fair value of the performance rights allocated to this reporting period. In valuing the performance rights, market conditions have been taken into account. The following factors and assumptions were used in determining the fair value of performance rights at grant date. B. C. 16 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) Grant Date Initial Test Date Expiry Date 7 Dec 2012 1 Jun 2015 31 Dec 2017 7 Dec 2012 1 Jun 2016 31 Dec 2017 7 Dec 2012 1 Jun 2017 31 Dec 2017 4.3.3 2013 STI outcomes – audited Fair Value Per Performance Right Exercise Price Price of Shares on Grant Date Expected Volatility Risk Free Interest Rate Dividend Yield $1.40 $1.28 $1.15 Nil Nil Nil $1.910 $1.910 $1.910 32.0% 32.0% 32.0% 2.7% 2.7% 2.7% 6.0% 6.0% 6.0% The STI pool was funded as the Company achieved its NPAT target. KMP achieved their personal KPIs which related to new systems implementation for Radio Rentals, development of new offerings and further development of Company strategic objectives. No bonus payments were forfeited in the period. Directors John Hughes Executives James Marshall Peter Eaton Short Term Incentive Bonus paid as a % of maximum opportunity Included in Remuneration ($) Salary ($) 617,000 33.86% 208,916 309,000 309,000 33.86% 33.86% 104,627 104,627 4.3.4 Equity Instruments Performance rights granted as compensation in the year No performance rights were granted during the year ended 31 March 2014. Analysis of performance rights available for vesting Details of the performance rights available for vesting to each director of the Company and other KMP are detailed below: Executive James Marshall Peter Eaton Performance Rights Granted Financial Years In Which Grant Vests Values Yet To Vest $ Number Date Min(a) Max(b) 63,291 7 Dec 2012 63,291 7 Dec 2012 63,291 7 Dec 2012 63,291 7 Dec 2012 63,291 7 Dec 2012 63,291 7 Dec 2012 2015 – 2018 2016 – 2018 2017 – 2018 2015 – 2018 2016 – 2018 2017 – 2018 Nil Nil Nil Nil Nil Nil N/A N/A N/A N/A N/A N/A (a) (b) The minimum value of the performance rights to vest is nil as the performance rights criteria may not be met and consequently the performance rights may not vest. The maximum value of the performance rights yet to vest is not determinable as it depends on the market price of shares of the Company on the Australian Securities Exchange at the date the performance rights are exercised. (c) The performance rights that did not vest will be retested at the next vesting date. (d) Due to his retirement, John Hughes’ performance rights were forfeited in the period. (e) Due to their resignations Antoine Laval and Brenton Glaisters’ performance rights were forfeited in the period. (f) The performance rights for Ian Scott were disclosed in the prior period as he was a key management person for the 2013 financial year. 17 Analysis of Movements in Performance Rights The movement during the reporting period, by value, of performance rights over ordinary shares in Thorn Group Limited held by each Company director and KMP are detailed below: Value of Performance Rights John Hughes James Marshall Peter Eaton Granted in year(a) $ Exercised in year(b) $ Forfeited in year(c) $ – – – – 170,649 39,819 56,884 267,352 1,268,074 18,099 25,855 1,312,028 (a) The fair value of the performance rights is calculated at the date of the grant based upon the Monte Carlo simulation model. (b) The value of performance rights exercised during the year is calculated as the market price of shares of the Company as at close of trade on the date the performance rights were exercised. The market price as at the close of trade on 17 June 2013 was $2.09, the date the performance rights were exercised and ordinary shares were allotted. The value of the performance rights forfeited during the year is calculated as the market price of the share of the Company as at the close of trade on the date the performance rights were forfeited. (c) Performance Rights Over Equity Instruments Granted The movement during the year in the number of performance rights over ordinary shares in Thorn Group Limited held directly, indirectly or beneficially, by each key management person, including their related parties is as follows: John Hughes1 James Marshall Peter Eaton Held at 1 April 2013 Granted as Compensation Exercised Lapsed during the year Held at 31 March 2014 Vested during the year 688,384 217,585 229,461 – – – 81,650 19,052 27,217 606,734 8,660 12,371 – 189,873 189,873 81,650 19,052 27,217 1. 569,620 performance rights of John Hughes lapsed during the year due to his planned retirement on 30 June 2014 and 37,114 lapsed due to the end of the 2010 plan. 4.4 Audit, Risk and Compliance Committee The Audit, Risk and Compliance Committee has a documented charter, approved by the Board. The charter is available on the Company’s website. All members are non-executive directors with a majority being independent. The Chairperson may not be the Chairperson of the Board. The Audit, Risk and Compliance Committee advises the Board on the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the Company. The members of the Audit, Risk and Compliance Committee during the year were: – – – – Joycelyn Morton (Chairperson) – Independent, Non-Executive David Carter – Independent, Non-Executive Peter Henley – Independent, Non-Executive Paul Lahiff – Independent, Non-Executive (Retired 22 August 2013) The Company Secretary, Peter Eaton, acts as Secretary to the Committee. The internal and external auditors, the Managing Director and the Chief Financial Officer are invited to Audit, Risk and Compliance Committee meetings at the discretion of the Committee. The Committee is required to meet at least twice during the year and committee members’ attendance record is disclosed in the table of directors’ meetings on page 4. The external auditor met with the Audit, Risk and Compliance Committee twice during the year without management being present. The Managing Director and the Chief Financial Officer have declared in writing to the Board that the financial records of the Company and the consolidated entity for the financial year have been properly maintained, the Company’s financial reports for the financial year ended 31 March 2014 comply with accounting standards and present a true and fair view of the Company’s financial condition and operational results. This statement is required annually. 18 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) The responsibilities of the Audit, Risk and Compliance Committee include: – reviewing the annual and half year financial reports and other financial information distributed externally; – assessing management processes supporting external reporting; – assessing corporate risk assessment processes; – assessing the performance and objectivity of the internal audit function; – establishing procedures for selecting, appointing and if necessary, removing the external auditor; – assessing whether non-audit services provided by the external auditor are consistent with maintaining the external auditor’s independence. Each reporting period the external auditor provides an independence declaration in relation to the audit or review; – providing advice to the Board in respect of whether the provision of the non-audit services by the external auditor is compatible with the general standard of independence of auditors imposed by the Corporation Act 2001; – assessing the adequacy of the internal control framework and the Company’s code of ethical standards; and – organising, reviewing and reporting on any special reviews or investigations deemed necessary by the Board. The Audit, Risk and Compliance Committee reviews the performance of the external auditors on an annual basis and meets with them during the year to: – discuss the external audit, identifying any significant changes in structure, operations, internal controls or accounting policies likely to impact the financial statements and to review the fees proposed for the audit work to be performed; – review the half-year and preliminary final report prior to lodgement with the ASX, and any significant adjustments required as a result of the auditor’s findings, and to recommend Board approval of these documents, prior to announcement of results; – review the draft annual and half-year financial report, and recommend Board approval of the financial report; and – review the results and findings of the external audit, the adequacy of accounting and financial controls, and to monitor the implementation of any recommendations made. 4.5 Risk Management Oversight of the Risk Management System The Board oversees the establishment, implementation and review of the Company’s Risk Management System. Management has established and implemented the Risk Management System for assessing, monitoring and managing all risks, including material business risks, for the consolidated entity (including sustainability risk). The Managing Director and the Chief Financial Officer have provided assurance, in writing to the Board, that the financial reporting, risk management and associated compliance and controls have been assessed and found to be operating effectively. The operational and other risk management compliance and controls have also been assessed and found to be operating effectively. Risk Profile Management provide the risk profile on a six monthly basis to the Audit, Risk and Compliance Committee that outlines the material business risks to the Company. Risk reporting includes the status of risks through integrated risk management programs aimed at ensuring risks are identified, assessed and appropriately managed. The Audit, Risk and Compliance Committee reports the status of material business risks to the Board on a regular basis. Material business risks for the Company may arise from such matters as actions by competitors, government policy changes, the impact of exchange rate movements on the price of products and sales, difficulties in sourcing supply of products, environment, workplace health and safety, property, financial reporting and the purchase, development and use of information systems. Risk Management, Compliance and Control The Company strives to ensure that its products and services are of the highest standard. The Board is responsible for the overall internal control framework, but recognises that no cost-effective internal control system will preclude errors and irregularities. The Board’s policy on internal control is comprehensive. Comprehensive practices have been established to ensure: 19 – capital expenditure and revenue commitments above a certain size obtain prior Board approval; – financial exposures are controlled; – workplace health and safety standards and management systems are monitored and reviewed to achieve high standards of performance and compliance with regulations; – business transactions are properly authorised and executed; – the quality and integrity of personnel; – financial reporting accuracy and compliance with the financial reporting regulatory framework; and – environmental regulation compliance. Quality and Integrity of Personnel Formal appraisals are conducted at least annually for all employees. Training and development and appropriate remuneration and incentives with regular performance reviews create an environment of cooperation and constructive dialogue with employees and senior management. A formal succession plan is in place to ensure competent and knowledgeable employees fill senior positions when retirements or resignations occur. Financial Reporting The Managing Director and the Chief Financial Officer have provided assurance in writing to the Board that the Company’s financial reports are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board. Monthly actual results are reported against budgets approved by the directors and revised forecasts for the year are prepared regularly. Environmental Legislation The consolidated entity’s operations are not subject to significant environmental regulations under either Commonwealth or State legislation. The Directors are of the belief that the consolidated entity has adequate systems in place for the management of its environmental requirements and is not aware of any of those environmental requirements as they apply to the consolidated entity. Internal Audit The internal auditors assist the Board in ensuring compliance with internal controls and risk management programs by regularly reviewing the effectiveness of the above mentioned compliance and control systems. The results of internal audits are reported on a monthly basis to the Board. 4.6 Ethical Standards All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company and consolidated entity. In order to promote ethical and responsible decision making, the Company has implemented a Code of Conduct to guide the directors and senior executives. Further, the Company has implemented a formal Securities Trading policy in order to formalise the Company’s position on employees trading in the Company’s securities. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment. The Board reviews the Code of Conduct and processes are in place to promote and communicate these policies. Both of these policies are available on the Company’s website. Conflict of Interest Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. The Board has developed procedures to assist directors to disclose potential conflicts of interest. Where the Board believes that a significant conflict exists for a director on a Board matter, the director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered. Details of director-related entity transactions with the Company and the consolidated entity are set out in note 28 to the financial statements. 20 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) Code of Conduct The Company’s Code of Conduct aims to maintain appropriate core Company values and objectives. The Company has advised each director, manager and employee that they must comply with the Code of Conduct. The Company’s Code of Conduct covers issues such as delivering shareholder value, managing conflicts of interest, confidentiality, fair and honest dealings, workplace health and safety, equal opportunity and compliance with laws. The Code encourages reporting of unethical behaviour. The Company has a Whistleblower Policy and a confidential whistleblowing service which provides its staff with an avenue to report suspected unethical, illegal or improper behaviour. Securities Trading Policy The Company and the consolidated entity has a Securities Trading policy, which sets out the circumstances under which directors, senior executives, and employees of the Company and the consolidated entity may deal in securities with the objective that no director, senior executive or other employee will contravene the requirements of the Corporations Act 2001 or the ASX Listing Rules. The policy outlines the restricted trading periods for the Company as the month immediately before the release of the Company’s half yearly and yearly results. The policy is reproduced in full on the Company’s website. Diversity Policy The Board is committed to having an appropriate blend of diversity on the Board and senior executive positions. The Board has established a policy regarding gender, age, ethnic and cultural diversity. The consolidated entity’s diversity performance is as follows: Gender Representation Board Representation1 Key Management Personnel Representation Group Representation 2014 Male 83% 100% 53% 2014 Female 17% – 47% 2013 Male 80% 100% 52% 2013 Female 20% – 48% 1 The change in Board representation in 2014 is a due to the CEO transition process. 4.7 Communication with Shareholders The Board provides shareholders with information using a comprehensive Continuous Disclosure Policy which includes identifying matters that may have a material effect on the price of the Company’s securities, notifying them to the ASX, posting them on the Company’s website and issuing media releases. The Continuous Disclosure Policy is available on the Company’s website. In summary, the Continuous Disclosure policy operates as follows: – the policy identifies information that needs to be disclosed; – the Managing Director, the Chief Financial Officer and the Company Secretary are responsible for interpreting the Company’s policy and where necessary informing the Board. The Company Secretary is responsible for all communications with the ASX; – the full annual report provided via the Company’s website to all shareholders (unless a shareholder has specifically requested to receive a physical copy or not to receive the document), including relevant information about the operations of the consolidated entity during the year, changes in the state of affairs and details of future developments; – the half-yearly report contains summarised financial information and a review of the operations of the consolidated entity during the period. The half-year reviewed financial report is lodged with the Australian Securities and Investments Commission and the ASX; – proposed major changes in the consolidated entity which may impact the share ownership rights are submitted to a vote of shareholders; 21 – all announcements made to the market, and related information (including information provided to analysts or the media during briefings), are placed on the Company’s website after they are released to the ASX; – the full texts of notices of meetings and associated explanatory material are placed on the Company’s website; and – the external auditor attends the Annual General Meetings to answer questions concerning the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit. The Company does not have a formal shareholder communication policy, however it provides information to shareholders via the Company’s website, which has links to recent Company announcements and past annual reports, results presentations and various ASX pages, including the current share price. The Board supports full participation of shareholders at the Annual General Meeting, to ensure a high level of accountability and identification with the Company’s strategy and goals. Important issues are presented to the shareholders as single resolutions. The shareholders are requested to vote on the appointment and aggregate remuneration of directors, the granting of options and shares to directors, the Remuneration Report and changes to the Constitution. Copies of the Constitution are available to any shareholder who requests it. 5. Principal Activities The principal activities of the consolidated entity during the course of the financial year were the leasing of household products, leasing of motor vehicles, the provision of loans, equipment finance and the provision of receivables management services. There were no other significant changes in the nature of the activities of the consolidated entity during the year. 5.1. Operating and Financial Review Overview of the Group The Thorn Group is a diversified financial services company providing alternative financial solutions to consumers and businesses. Thorn operates through four core segments: – Consumer leasing of household products through Radio Rentals and the leasing of motor vehicles through Rent Drive Buy. – Credit management, debt recovery, credit information services, debt purchasing and other financial services through NCML. – Equipment financing for small and medium enterprises through Thorn Equipment Finance. – Personal loans through Thorn Financial Services. Financial Performance Revenue for the 2014 financial year increased by 16% on the previous corresponding period (“PCP”), growing from $203,203,000 to $234,855,000. Revenue for the Consumer Leasing segment grew 16%, from $170,020,000 to $196,800,000 as Radio Rentals achieved 10 out of 12 record installation months. Operating lease revenue grew, primarily attributable to increased units on rent, most notably in the furniture category. The growth in finance lease revenue was driven by increased smartphone installations and the introduction of RTB 48 month contract. The introduction of the longer term made larger products and whole room packages more affordable. The change in mix impacted gross margin as a lower margin on sale for smartphones is realised. Retention performance was again strong, with 48% of customers completing a Rent Try $1 Buy® agreement taking another item. Write-off performance remained consistent with prior year, however provisioning increased in-line with receivables growth. Costs increased in Radio Rentals as new stores operated and additional resources were required in the store network due to the growth in the number of units on rent. Operating expenses for the consumer leasing segment also increased versus PCP as Rent Drive Buy continues in its trial phase. Reported segment earnings before interest, tax, depreciation and amortisation (“EBITDA”) increased by 3% from $47,998,000 to $49,450,000. One-off factors impacted the underlying performance of the segment versus PCP. The table below shows the favourable impact of a large non-recurring debt sale in the PCP. In the current year, losses pertaining to the trial costs associated with Rent 22 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) Drive Buy as well as depreciation and costs associated with the ERP implementation were incurred. Underlying EBITDA increased by 5.8%. In thousands of AUD Consumer Leasing reported EBITDA Debt sale Rent Drive Buy trial ERP Implementation Consumer Leasing underlying EBITDA 2014 2013 49,450 – 239 358 47,998 (850) 136 – 50,047 47,284 A restructure of the Credit Management segment commenced in the second half of the 2013 financial year. This restructure, in addition to improved operational performance resulted in a revenue increase of 9.2%, from $18,874,000 to $20,611,000. The uplift was driven by increased contingent collections and PDL revenue. Segment EBITDA increased by 10.4% from $3,670,000 to $4,051,000. One-off factors impacted the underlying performance of the segment versus PCP. The table below shows the favourable impact of a large non-recurring debt sale. Underlying EBITDA grew by 4%. In thousands of AUD Credit Management reported EBITDA Debt sale Credit Management Underlying EBITDA 31 March 2014 31 March 2013 4,051 (810) 3,241 3,670 (554) 3,116 Revenue for Thorn Equipment Finance (“TEF”) grew by 35.7% from $6,129,000 to $8,317,000. The revenue increase is attributable to the growth in receivables, which increased to $63,551,000 versus $46,521,000 in the PCP. Expenses were in-line with PCP, resulting in segment EBITDA increasing by 182% from $1,051,000 to $2,964,000. Thorn Financial Services (“TFS”) revenue increased by 18% from $7,920,000 to $9,346,000. The interest revenue increase was attributable to growth in receivables, from $21,754,000 to $28,431,000 which was driven by the expanded range of offers under the Thorn Money brand. Bad debts slightly increased as a percentage of the receivables, whilst overheads were higher than PCP as a result of business development initiatives which saw the addition of key personnel. Consequently, segment EBITDA decreased by 27.6% from $1,637,000 to $1,185,000. Corporate expenses were up 26.9% from $8,302,000 to $10,532,000 primarily increasing in-line with business growth, recruitment and retirement costs in relation to the CEO. Finance expenses increased by 14.7% due to higher borrowings compared to the PCP. Borrowings as at 31 March 2013 were $28,900,000 versus $40,496,000 as at 30 March 2014. As a result, consolidated profit before income tax increased by 0.6% from $40,788,000 to $41,032,000. Net profit after tax increased by 0.5% from $28,021,000 to $28,151,000. One-off factors impacted the underlying performance of the consolidated entity versus PCP. The table below shows the favourable impact of a large non-recurring debt sale in the PCP and the loss pertaining to the trial costs associated with Rent Drive Buy. Underlying NPAT increased 4.5%. In thousands of AUD Reported NPAT Debt sale Rent Drive Buy trial costs CEO termination/recruitment costs Software Tax effect Underlying NPAT 31 March 2014 31 March 2013 28,151 (810) 239 500 358 (86) 28,352 28,021 (1,404) 136 – – 380 27,133 23 Financial Position The key assets of the consolidated entity grew during the period. The consumer lease receivables book grew by 31% to $125,356,000 due to increased installations of smartphones and introduction of RTB 48 month contract. Commercial lease receivables grew by 37% to $63,551,000 through the continued development of strategic partnerships with brokers and introducers. The consumer finance book grew 31% to $28,226,000. Capital Management Net cash from operating activities increased from $93,328,000 to $104,025,000. This was primarily attributable to increased receipts from customers in all segments. Borrowings increased to $40,496,000. Net debt to equity remained relatively low at 22.2%. The consolidated entity continues to meet all debt covenants. Dividends paid or recommended Dividends paid by the Company to members during the financial year were: 2014 Final 2013 Interim 2014 Total amount Cents per share Total amount $’000s Franked/unfranked Date of payment 6.0 4.5 8,863 6,700 15,563 Franked 18 July 2013 Franked 17 January 2014 After balance date the following dividend was proposed by the directors. Final 2014 Risks Cents per share Total amount $’000s Franked/unfranked Date of payment 6.5 9,717 Franked 17 July 2014 Credit risk is the most significant risk to the consolidated entity. Credit risk grew in-line with the growth of the loan and lease receivables in all segments, except TFS where bad debts increased slightly as a percentage of the loan receivables. Legislative changes The consolidated entity continued to be involved in discussions with Federal Treasury in relation to the enhancements to the National Consumer Credit Protection legislation, which primarily involves more disclosure around financial service products. No changes are expected in the short term. A review of Centrepay was undertaken by the Federal Government and a draft paper was released in August 2013. The consolidated entity does not expect any changes to its current arrangements in the short term. Strategic Initiatives The following initiatives, which include the introduction of new products and the further expansion of each operating segment continues the consolidated entity’s strategy of providing alternative financial solutions. – Thorn Money was launched as an online brand offering unsecured loans to $15,000 and secured loans to $25,000; – The first Cashfirst store opened in Campbelltown, NSW; – A new website was launched in October for Radio Rentals, the primary brand of the Consumer Leasing segment, providing a significantly better platform for Radio Rentals to attract new customers; – An extended term, 48 month Rent Try $1 Buy® contract was launched in November, providing our customers with additional payment flexibility; and – Work relating to branding and products for Radio Rentals and TFS continues at various phases of the research and development cycle. 24 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) Outlook Despite soft economic conditions, the consolidated entity is trading solidly. The continued investments in new business opportunities are expected to deliver solid NPAT growth. 5.2 Shareholder returns Profit attributable to owners of the Company $28,151,000 $28,021,000 $27,849,000 $22,038,000 $19,495,000 2014 2013 2012 2011 2010 Basic EPS1 Dividends paid Dividends per share Change in share price Return on capital employed2 Return on capital employed3 18.94c 19.11c 19.24c 16.84c 15.12c $15,563,000 $14,656,000 $12,272,000 $9,464,000 $7,059,000 10.50c 0.09 21.83% 26.17% 10.00c 0.49 24.78% 28.14% 8.95c (0.62) 30.34% 33.00% 7.30c 1.07 35.02% 36.97% 6.32c 0.63 30.72% 32.59% 1. Although NPAT increased in 2014, Basic EPS decreased due to an additional 1,782,014 shares being issued under the Dividend Reinvestment Plan. 2. Calculated as total profit before interest and tax divided by the average capital employed. 3. Calculated as total profit before interest and tax divided by the average equity. 6. Events Subsequent To Reporting Date Subsequent to the reporting date, the Board of Thorn Group Limited appointed James Marshall as an executive director on 5 May 2014. James will become Chief Executive Officer and Managing Director on 1 June 2014. John Hughes will be an executive director from 1 June 2014 to 30 June 2014, the date of his retirement. In addition, the board appointed Stephen Kulmar as a new non-executive director of the Company on 15 April 2014. On 17 April 2014, John Hughes entered into a consulting agreement with the consolidated entity. The agreement commences on 1 August 2014 for a period of 12 months. A consultancy fee of $90,000 per annum plus superannuation will be paid. Other than the above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity, in future financial years. 7. Likely Developments The consolidated entity will continue to pursue its policy of increasing the profitability and market share of its major business sectors during the next financial year. For further information about likely developments in the operations of the consolidated entity and the expected results of those operations in future financial years, refer to section 5.1, the Operating and Financial Review on page 22. 8. Directors’ Interests The relevant interest of each director in the shares and performance rights over shares as notified by the directors to the Australian Stock Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows: 25 David Carter James Marshall John Hughes Peter Henley Joycelyn Morton Stephen Kulmar Ordinary shares Performance Rights over ordinary shares 192,729 126,887 3,429,113 60,278 39,000 Nil Nil 189,873 Nil Nil Nil Nil The Company has not granted any options over its shares. 9. Performance rights Performance rights granted to directors and officers of the Company During the financial year, no performance rights over unissued ordinary shares in the Company were granted. Pages 16 to 17 provides the details of those performance rights which have not vested at the date of the report. Unissued shares under options At the date of this report there are no unissued ordinary shares of the Company under option. 10. Indemnification and Insurance of Officers and Auditors Indemnification The Company has agreed to indemnify the current, former and subsequent directors and officers of the Company, against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors or officers of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. Insurance Premiums During the financial year the Company has paid insurance premiums of $43,884 in respect of directors’ and officers’ liability and legal expenses’ insurance contracts, for current and former directors and officers, including senior executives of the Company and directors, senior executives and secretaries of its controlled entities. The insurance premiums relate to: – costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and – other liabilities that may arise from their position, with the exception of conduct involving misconduct. The insurance policies outlined above do not contain details of the premiums paid in respect of individual officers of the Company. 11. Non-Audit Services During the year KPMG, the Company’s auditor, has performed certain other services in addition to their statutory duties. The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: – all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit Risk and Compliance Committee to ensure they do not impact the integrity and objectivity of the auditor; – the non-audit services provided do not undermine the general principles relating to auditor independence; and 26 Thorn Group 2014 Financial ReportDirectors’ report for the year ended 31 March 2014 (continued) – as set out in APES110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. Details of the amounts paid to the auditor of the consolidated entity, KPMG, and its related practices for audit and non-audit services provided during the year are set out in note 5. 12. Lead Auditor’s Independence Declaration The Lead Auditor’s independence declaration is set out on page 28 and forms part of the directors’ report for financial year ended 31 March 2014. 13. Rounding Off The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. This report is made in accordance with a resolution of the directors: David Carter Chairperson Dated at Sydney 20 May 2014 27 To: the directors of Thorn Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 31 March 2014 there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Anthony Travers Partner Dated at Sydney 21 May 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 28 Thorn Group 2014 Financial ReportFor the year ended 31 March 2014LEAD AUDITOR’S INDEPENDENCE DECLARATION In thousands of AUD Revenue Employment benefits expense Finance lease cost of sales Depreciation and amortisation expense Impairment losses on loans and receivables Marketing expenses Property expenses Transport expenses Communication and IT expenses Finance expenses Travel expenses Other expenses Profit before income tax Income tax expense Profit for the period Other comprehensive income Total comprehensive income for the year Basic earnings per share (cents) Diluted earnings per share (cents) Note 2014 2013 3 4 6 20 20 234,855 203,203 (48,859) (38,583) (36,213) (17,029) (11,358) (9,345) (6,737) (4,684) (2,073) (1,323) (17,619) 41,032 (12,881) 28,151 – 28,151 18.94 18.91 (42,837) (26,118) (32,259) (10,395) (11,023) (8,957) (6,202) (3,844) (1,807) (1,325) (17,648) 40,788 (12,767) 28,021 – 28,021 1 9.1 1 19.09 The statement of comprehensive income is to be read in conjunction with the notes of the financial statements set out on pages 33 to 60. 29 STATEMENT OF COMPREHENSIVE INCOME In thousands of AUD Assets Cash and cash equivalents Trade and other receivables Total current assets Trade and other receivables Deferred tax assets Property, plant and equipment Rental assets Intangible assets Total non-current assets Total assets Liabilities Trade and other payables Loans and borrowings Employee benefits Income tax payable Provisions Total current liabilities Loans and borrowings Employee benefits Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity Note 2014 2013 7 8 8 10 11 12 13 14 15 16 17 15 16 17 2,393 68,981 71,374 89,015 3,260 4,423 52,644 31,734 181,076 252,450 25,903 9,099 5,621 7,039 498 48,160 31,397 248 1,025 32,670 80,830 171,620 99,060 2,851 69,709 171,620 4,871 58,463 63,334 67,139 2,898 3,655 52,929 31,401 158,022 221,356 26,117 – 4,719 4,520 502 35,858 28,900 338 887 30,125 65,983 155,373 95,483 2,769 57,121 155,373 The statement of comprehensive income is to be read in conjunction with the notes of the financial statements set out on pages 33 to 60. 30 Thorn Group 2014 Financial ReportFor the year ended 31 March 2014STATEMENT OF FINANCIAL POSITION In thousands of AUD Balance at 1 April 2012 Total comprehensive income Net profit for the period Other comprehensive income Transactions with owners of the company Issue of shares under dividend reinvestment plan Share based payments transactions Dividends to shareholders Balance at 31 March 2013 Balance at 1 April 2013 Total comprehensive income Net profit for the period Other comprehensive income Transactions with owners of the company Issue of shares under dividend reinvestment plan Share based payments transactions Dividends to shareholders Balance at 31 March 2014 Share capital Equity remuneration reserve Retained earnings Total equity 93,898 2,557 43,756 140,211 – – 1,585 – – 95,483 – – – 212 – 2,769 28,021 28,021 – – – (14,656) 57,121 – 1,585 212 (14,656) 155,373 95,483 2,769 57,121 155,373 – – 3,577 – – – – – 82 – 28,151 28,151 – – – – 3,577 82 (15,563) (15,563) 99,060 2,851 69,709 171,620 The statement of comprehensive income is to be read in conjunction with the notes of the financial statements set out on pages 33 to 60. 31 STATEMENT OF CHANGES IN EQUITY In thousands of AUD Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Interest paid Interest received Income tax paid Net cash from operating activities Cash flows from investing activities Proceeds from sale of assets Acquisition of rental assets Thorn Equipment Finance settlements Acquisition of property, plant and equipment Acquisition of software Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Dividends paid Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at April 1 Cash and cash equivalents at 31 March Note 2014 2013 255,109 (138,438) 116,671 (2,073) 151 (10,724) 222,660 (120,612) 102,048 (1,807) 260 (7,173) 26 104,025 93,328 1,655 (70,178) (32,325) (2,538) (2,724) (106,113) 24,996 (13,400) (11,986) (390) (2,478) 4,871 2,393 1,126 (60,463) (33,161) (1,874) (1,784) (96,156) 18,900 (4,000) (13,071) 1,829 (999) 5,870 4,871 7 The statement of comprehensive income is to be read in conjunction with the notes of the financial statements set out on pages 33 to 60. 32 Thorn Group 2014 Financial ReportFor the year ended 31 March 2014STATEMENT OF CASH FLOW 1. Significant Accounting Policies Thorn Group Limited (the ‘Company’) is a company domiciled in Australia. The address of the Company’s registered office is Level 1, 62 Hume Highway, Chullora NSW 2190. The consolidated financial statements of the Company as at and for the financial year ended 31 March 2014 comprises the Company and its subsidiaries (together referred to as the ‘consolidated entity’). The principal activities of the consolidated entity were the leasing of household products, leasing of motor vehicles, the provision of loans, equipment finance and the provision of receivables management services. (a) Statement of Compliance The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (”AASB”) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB). The consolidated financial statements were approved by the Board of Directors on 20 May 2014. (b) Basis of Preparation The consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. The consolidated financial statements have been prepared on the historical cost basis except where assets are carried at fair value. The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. The preparation of the consolidated financial statements in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the consolidated entity. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. In particular, information about significant areas of estimation, uncertainties and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements include the following: (i) Valuation of goodwill and other intangibles Judgements are made with respect to identifying and valuing intangible assets on acquisition of new businesses. (ii) Impairment of goodwill Note 13 contains information about the assumptions and their risk factors relating to goodwill impairment. The consolidated entity assesses whether goodwill is impaired at least annually. The calculations include an estimation of the recoverable amount of the cash generating unit to which the goodwill is allocated. (iii) Rent Try $1 Buy® asset depreciation Where assets are installed on Rent Try $1 Buy® contracts and their standard estimated useful life is greater than the period at which a similar item can be purchased for $1, an estimate of the number of assets expected to be purchased for $1 is made and additional depreciation is expensed based on the average cost of assets installed. 33 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant Accounting Policies (continued) (iv) Impairment of receivables Note 19 contains information about the credit risk associated with receivables. The consolidated entity assesses the impairment of receivables monthly. The calculations include an assessment of the expected rates of loss and for consumer lease receivables, an estimate of collateral. (v) Purchased debt ledgers Fair values of PDLs are determined using a discounted cash flow valuation technique. Cash flow forecasts are based on the estimated future cash flows of the portfolio based on experience on similar portfolios, observed collections to date, payment arrangements and other known factors. Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year. (c) Basis of Consolidation Subsidiaries Subsidiaries are entities (including special purpose entities) controlled by the consolidated entity. The consolidated entity controls an entity when is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The consolidated entity has established a special purpose entity (SPE), Thorn ABS Warehouse Trust No.1, for the purpose of securitising finance lease receivables acquired and other receivables it intends to originate. The SPE entity is wholly owned by the consolidated entity and included in the consolidated financial statements, based on the evaluation of the substance of its relationship with the consolidated entity and the SPE’s risks and rewards. The following circumstances indicate a relationship in which the consolidated entity controls and subsequently consolidates the SPE: – The activities of the SPE are being conducted on behalf of the consolidated entity according to its specific business needs so that the consolidated entity obtains benefits from the SPE’s operation. – The consolidated entity has the decision making powers to obtain the majority of the benefits of the activities of the SPE. – The consolidated entity retains the majority of the residual of ownership risks of the SPE or its asset in order to obtain benefits from its activities. (d) Revenue Revenues are measured at the fair value of the consideration received or receivable net of the amount of goods and services tax (GST) payable to the taxation authority. The major components of revenue are recognised as follows: Lease Rental Revenue The consolidated entity derives revenue from finance and operating leases. Finance leases arise where substantially all of the risks and benefits incidental to ownership of the leased asset pass to the lessee. Finance lease sales revenue is recognised at the time the rental contract is entered into based on the fair value of the leased item, with interest income recognised over the life of the lease. Operating leases arise where substantially all of the risks and benefits incidental to ownership of the leased asset remain with the lessor. Payments under operating leases are due and payable on a monthly basis in advance. Operating lease rental revenue is recognised on a straight line basis over the lease term, net of discounts. Revenue also arises from charges such as late fees, termination fees and damage liability reduction fees. These revenues are recognised when due and payable. Collection Revenue Revenue from collection services rendered is recognised upon delivery of the services to the customers. 34 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) Purchased Debt Ledgers Revenue Revenue from purchased debt ledgers represents income derived from the application of the effective interest method net of any changes in fair value. The effective interest rate is the implicit interest rate based on forecast collections derived at the time of acquisition of an individual PDL. Change in fair value is determined based on the present value of expected future cashflows. Interest Interest revenue is calculated and charged on the average outstanding loan and lease balance and recognised on an accrual basis using the effective interest method. (e) Cost of Sales Finance lease costs of sales comprise the cost of the item sold less any accumulated depreciation. (f) Income Tax Income tax expense comprises current and deferred tax. Income tax expense is recognised in the profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Tax consolidation Thorn Group Limited and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 April 2003 and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is Thorn Group Limited. Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax consolidated group are recognised in the separate financial statements of the members of the tax consolidated group using the group allocation approach by reference to the carrying amounts of assets and liabilities in the separate financial statements of each entity and the tax values applying under tax consolidation. Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax-consolidated group and are recognised as amounts payable / (receivable) to / (from) other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised by the Company as an equity contribution or distribution. Thorn Group Limited recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the asset can be utilised. Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only. Nature of Tax Funding Arrangements and Tax Sharing Arrangements The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. The tax funding arrangements require payments to/from the head entity equal to the current tax liability (asset) assumed by the head entity and 35 1. Significant Accounting Policies (continued) any tax-loss deferred tax asset assumed by the head entity, resulting in the head entity recognising an inter-entity receivable (payable) equal in amount to the tax liability (asset) assumed. The inter-entity receivable (payable) are at call. Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities. The head entity in conjunction with other members of the tax-consolidated group has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. (g) Finance expenses Finance expenses comprise interest expense on borrowings, and the unwinding of the discount on provisions. All borrowing costs are recognised in the profit or loss using the effective interest rate method. (h) Intangible Assets Goodwill All business combinations are accounted for by applying the purchase method. Goodwill represents the difference between the cost of the acquisition and the fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. Subsequent measurement Goodwill is measured at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment. Other Intangibles Other intangibles acquired as part of a business combination are recognised separately from goodwill. The assets are measured at fair value at the date of acquisition. Amortisation Amortisation is provided on all intangible assets excluding goodwill. Amortisation is calculated on a straight line basis so as to write-off the cost of each intangible asset over its estimated useful life. The estimated useful lives in the current and comparative periods are as follows: – – Customer relationships 5 years Software 3 – 10 years The residual value, the useful life and the amortisation method applied to an intangible asset are reassessed at least annually. (i) Financial Instruments Non-derivative financial instruments Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Non-derivative financial instruments excluding financial assets at fair value through profit and loss are recognised initially at fair value plus transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured at amortised cost less impairment losses. A financial instrument is recognised if the consolidated entity becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the consolidated entity’s contractual rights to the cash flows from the financial assets expire or if the consolidated entity transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised if the consolidated entity’s obligation specified in the contract expire or are discharged or cancelled. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the consolidated entity has a legal right to offset the amounts and intends either to settle on a net basis or realise the asset and settle the liability simultaneously. 36 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) The consolidated entity recognises its financial assets at either amortised cost or fair value, depending on its business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. The classification of financial assets that the consolidated entity held at the date of initial application was based on the facts and circumstances of the business model in which the financial assets were held at that date. Financial assets recognised at amortised cost are measured using the effective interest method, net of any impairment loss. Financial assets other than those classified as financial assets recognised at amortised cost are measured at fair value with any changes in fair value recognised in profit or loss. Financial assets designated at fair value comprise purchased debt ledgers. (j) Trade and Other Receivables Finance lease receivables are recognised at the present value of the minimum lease payments less impairment losses. The present value is calculated by discounting the minimum lease payments due, at the interest rate implicit in the lease. Trade and other receivables are stated at their amortised cost less impairment losses, with the exception of purchased debt ledgers which are designated at fair value. (k) Loans and Borrowings Loans and borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, loans and borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the profit or loss over the period of the borrowings on an effective interest basis. (l) Rental Assets Recognition and Measurement Rental assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of rental assets are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognised net within “Other Income” or “Other Expenses” in profit or loss. Depreciation Depreciation is provided on rental assets and is calculated on a straight line basis so as to write-off the net cost of each asset over its estimated useful life. Where assets are installed on Rent Try $1 Buy® contracts and their estimated useful life is greater than the period at which a similar item can be purchased for $1, an estimate of the number of assets expected to be purchased for $1 is made and additional depreciation expensed based on the average cost of assets installed. The estimated useful lives in the current and comparative periods are 2 to 6 years. The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually. (m) Property, Plant and Equipment Recognition and Measurement Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the asset and are recognised net within “Other Income” or “Other Expenses” in profit or loss. Depreciation Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight line basis so as to write-off the net cost of each asset over its estimated useful life. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives in the current and comparative periods are as follows: 37 1. Significant Accounting Policies (continued) – Freehold Buildings 20 years – – Leasehold Property The lease term, to a maximum of 5 years Plant and Equipment 3 – 10 years The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually. (n) Impairment Non-Financial Assets The carrying amounts of the consolidated entity’s assets, other than deferred tax assets are reviewed at each balance date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill the recoverable amount is estimated at each balance date. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating units”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit or loss, unless an asset has previously been re-valued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Financial Assets The recoverable amount of the consolidated entity’s receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these financial assets). Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Significant receivables are individually assessed for impairment. Impairment testing of receivables that are not assessed as impaired individually is performed by placing them into portfolios with similar risk profiles and undertaking a collective assessment of impairment, based on objective evidence from historical experience adjusted for any effects of conditions existing at each balance date. Reversals of Impairment Impairment losses, other than in respect of goodwill, are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (o) Employee Benefits (i) Defined Contribution Superannuation Funds Obligations for contributions to defined contribution superannuation funds are recognised as an expense in the profit or loss in the periods during which services are rendered by employees. 38 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) (ii) Long Service Leave The consolidated entity’s net obligation in respect of long-term service benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted using the rates attached to the Commonwealth Government bonds at the balance date which have maturity dates approximating to the terms of the consolidated entity’s obligations. (iii) Wages, Salaries, Annual Leave and Non-Monetary Benefits Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided up to reporting date, and are calculated at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at the reporting date including on-costs, such as workers compensation insurance and payroll tax. (iv) Share-based Payment Transactions The Performance Rights Plan allows certain consolidated entity employees to receive shares of the Company. The fair value of performance rights granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the performance rights. The fair value of the performance rights granted is measured using a Monte Carlo simulation model, taking into account the terms and conditions upon which the performance rights were granted. The amount recognised as an expense is adjusted to reflect the actual number of performance rights that vest except where the rights have not vested due to share prices not achieving the threshold for vesting. (v) Termination Benefits Termination benefits are recognised as an expense when the consolidated entity is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the retirement date. (p) Provisions A provision is recognised in the statement of financial position when the consolidated entity has a present legal or constructive obligation that can be measured reliably as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. Make good costs for leased property A provision for make good costs for leased property is recognised when a make good obligation exists in the lease contracts. The provision is the best estimate of the present value of the expenditure required to settle the make good obligation at the reporting date. Future make good costs are reviewed annually and any changes are reflected in the present value of the make good provision at the end of the reporting period. The unwinding of the discounting is recognised as a finance cost. (q) Trade and Other Payables Trade and other payables are stated at their amortised cost. Trade payables are non-interest bearing. (r) Lease Payments Payments made under operating leases are recognised in the profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in the profit or loss as an integral part of the total lease expense and spread over the lease term. (s) Goods and Services Tax Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. 39 1. Significant Accounting Policies (continued) Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (t) Earnings Per Share The consolidated entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise performance rights granted to employees. (u) Share Capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares and performance rights are recognised as a deduction from equity net of any tax effects. Dividends Dividends are recognised as a liability in the period in which they are declared. Dividend Reinvestment Plan The consolidated entity has operated a DRP during the financial year. An issue of shares under the dividend investment plan results in an increase in issued capital. The DRP allows eligible shareholders to elect to invest dividends in ordinary shares which rank equally with the Company’s ordinary shares. All holders of the Company ordinary shares are eligible to participate in the plan. The issue price for the shares acquired under the DRP will be a price derived from the arithmetic average of the daily volume weighted average market price per Company shares during the five trading days commencing on the second trading day following the Record Date for the relevant dividend, less any discount the directors may determine from time to time and announce to the Australian Stock Exchange. (v) Segment Reporting The consolidated entity determines and presents operating segments based on the information that internally is provided to the CEO, who is the consolidated entity’s chief operating decision maker. (w) Changes in Accounting Policy All new Accounting Standards and Interpretations applicable to annual reporting periods commencing on or before 1 April 2014 have been applied to the consolidated entity effective from their required date of application. The initial application of these Standards and Interpretations has not had a material impact on the financial position or the financial results of the consolidated entity. There has been no other change in accounting policy during the year. (x) New Standards and Interpretations Not Yet Adopted The following standards, amendments to standards and interpretations have been identified as those which may impact the consolidated entity in the period of initial application. The consolidated entity will apply the standards and amendments for the reporting periods beginning on the operative dates set out below. An initial assessment of the financial impact of the standards and amendments has been undertaken and they are not expected to have a material impact on the consolidated entity’s financial statements or accounting policies. The consolidated entity does not plan to adopt these standards early. 40 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) – AASB 2010-7 and AASB 2009-11 Amendments to AASB 9 introduce new requirements for the classification and measurement of financial assets. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. AASB 9 introduces additions relating to financial liabilities. The IASB currently has an active project that may result in limited amendments to the classification and measurement requirements of AASB 9 and add new requirements to address the impairment of financial assets and hedge accounting. The amendments, which become mandatory for the consolidated entity’s 31 March 2016 financial statements, are not expected to have a significant impact on the financial statements. – AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements remove the individual KMP disclosure requirements from AASB124 Related Party Disclosures, to achieve consistency with the international equivalent standard and remove a duplication of the requirements with the Corporations Act 2001. While this will reduce the disclosures that are currently required in the notes to the financial statements, it will not affect any of the amounts recognised in the financial statements. The amendments apply for the consolidated entity’s 31 March 2015 financial statements and cannot be adopted early. The Corporations Act 2001 requirements in relation to the remuneration reports will remain unchanged for now, but these requirements are currently subject to review and may also be revised in the near future. – AASB 2013-4 Amendments to Australian Accounting Standards – Novation of Derivatives and Continuation of Hedge Accounting (effective financial years beginning on or after 1 January 2014) made amendments to AASB 139 Financial Instruments: Recognition and Measurement, which permits the continuation of hedge accounting in circumstances where a derivative, which has been designated as a hedging instrument and is novated from one counterparty to a central counterparty as a consequence of laws or regulations. Since the Group transacts derivatives directly with banks, the amendments are not expected to have a significant impact on the Group’s financial statements. The Group does not intend to adopt the new standard before its operative date, which means that it would be first applied in the annual reporting period ending 31 March 2015. – AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-Financial Assets The disclosure requirements of AASB 136 ‘Impairment of Assets’ have been enhanced to require additional information about the fair value measurement when the recoverable amount of impaired assets is based on fair value less costs of disposals. Additionally, if measured using a present value technique, the discount rate is required to be disclosed. The amendments are applicable to annual reporting periods beginning on or after 1 January 2014. The adoption of the amendments may increase the disclosures by the consolidated entity. 2. Segment Reporting The Board and CEO (the chief operating decision maker) monitor the operating results of four reportable segments, which are the Consumer Leasing division, the Credit Management division, the Thorn Equipment Finance division and the Thorn Financial Services division for the purpose of making decisions about resource allocation and performance assessment. The Consumer Leasing division conducts the business of leasing of household products and leasing of motor vehicles. The Credit Management division is comprised of the NCML business. NCML provides receivables management, debt recovery, credit information services, debt purchasing and other financial services. Thorn Equipment Finance division conducts the business in equipment financing for small and medium enterprises. The Thorn Financial Services division conducts the business of the provision of personal loans. Segment performance is evaluated based on operating profit or loss. Interest and income tax expense are not allocated to operating segments, as this type of activity is managed on a group basis. 41 2. Segment Reporting (continued) For the twelve months ended 31 March 2014 2014 In thousands of AUD External revenues Inter-segment revenue Segment revenue Operating expenses Profit before interest, tax, depreciation and amortisation Depreciation Profit before interest, tax and amortisation Capital Expenditure Segment Assets Segment Liabilities 2013 In thousands of AUD External revenues Segment revenue Operating expenses Consumer Leasing Credit Management 196,800 – 196,800 20,241 370 20,611 (147,350) (16,560) 49,450 (1,363) 48,087 75,105 151,041 (78,692) 4,051 (247) 3,804 308 26,427 (2,138) Thorn Equipment Finance Thorn Financial Services Consolidated 8,317 – 8,317 (5,353) 2,964 (50) 2,914 32,325 49,977 – 9,346 234,704 – 9,346 (8,161) 1,185 (71) 1,114 30 370 235,074 (177,424) 57,650 (1,731) 55,919 107,768 25,005 252,450 – (80,830) Consumer Leasing Credit Management 170,020 170,020 18,874 18,874 Thorn Equipment Finance 6,129 6,129 Thorn Financial Services 7,920 7,920 Consolidated 202,943 202,943 (122,022) (15,204) (5,078) (6,283) (148,587) Profit before interest, tax, depreciation and amortisation Depreciation Profit before interest, tax and amortisation Capital Expenditure Segment Assets Segment Liabilities 47,998 (1,212) 46,786 63,822 142,676 (63,789) 3,670 (262) 3,408 299 24,519 (2,194) 1,051 (48) 1,003 33,161 34,996 – Reconciliation of reportable segment profit or loss In thousands of AUD Profit before interest and tax for reportable segments Unallocated amounts: Other corporate expenses Depreciation & Amortisation Net financing costs Profit before tax Income tax expense Profit after tax 42 1,637 (13) 1,624 – 19,165 – 2014 55,919 (10,532) (2,433) (1,922) 41,032 (12,881) 28,151 54,356 (1,535) 52,821 97,282 221,356 (65,983) 2013 52,821 (8,302) (2,184) (1,547) 40,788 (12,767) 28,021 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) Reconciliation of reportable revenue In thousands of AUD Revenue for reportable segments Other revenue Elimination of inter-segment revenue Revenue 3. Revenue In thousands of AUD Operating leases Finance lease sales Interest Collection revenue PDL revenue Other income 2014 2013 235,074 202,943 151 (370) 260 – 234,855 203,203 2014 2013 108,041 51,507 54,343 17,474 3,136 354 102,191 37,876 44,023 15,801 3,073 239 234,855 203,203 Adjustments to the carrying amount of purchased debt ledgers as a result of changes in estimated cash flows were immaterial during the year. These have been included in PDL revenue above. 4. Employment Benefits In thousands of AUD Wages and salaries Contributions to defined contribution superannuation funds Increase in liability for annual leave Increase in liability for long service leave Termination benefits Equity settled share-based payment transactions 2014 44,387 3,173 323 256 638 82 2013 39,163 2,930 69 54 409 212 48,859 42,837 43 5. Auditors’ Remuneration In whole AUD Audit services KPMG Australia: Audit and review of financial reports Other services KPMG Australia Taxation services – compliance Taxation services – advice Other services 6. Income Tax Expense Recognised in the Income Statement In thousands of AUD Current tax expense Current year Adjustment for prior years Deferred tax expense Origination and reversal of temporary differences Total income tax expense in the income statement Numerical reconciliation between tax expense and pre-tax accounting profit In thousands of AUD Profit before tax Prima facie income tax using the domestic corporation tax rate of 30% (2013: 30%) Change in income tax expense due to: Non-deductible expenses (Over)/Under provided in prior years 2014 2013 345,000 345,000 327,000 327,000 60,000 30,000 45,000 115,000 175,000 5,000 135,000 295,000 2014 2013 13,227 16 (362) 12,881 2014 41,032 12,310 555 16 10,245 (105) 2,627 12,767 2013 40,788 12,236 636 (105) Income tax expense on pre-tax accounting profit 12,881 12,767 7. Cash and Cash Equivalents In thousands of AUD Bank balances Call deposits Cash and cash equivalents 2014 2,283 110 2,393 2013 4,761 110 4,871 Included in cash are amounts of $1,340,000 (2013: Nil) which are held as part of the consolidated entity’s funding arrangements that are not available to the consolidated entity. 44 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) 8. Trade and Other Receivables In thousands of AUD Current Trade receivables Finance lease receivables Loan receivables Purchased debt ledgers Lease deposits Other receivables and prepayments Non-current Finance lease receivables Loan receivables Purchased debt ledgers 2014 2013 4,062 37,316 15,583 3,581 564 7,875 4,504 28,815 12,744 3,697 584 8,119 68,981 58,463 74,033 9,689 5,293 89,015 56,119 6,422 4,598 67,139 Trade receivables are shown net of provision for impairment losses amounting to $972,000 (2013: $894,000). Provision for impairment losses relating to finance lease receivables amounting to $10,526,000 (2013: $8,053,000) reflects the risk to the consolidated entity of the expected early return or loss of products throughout the life of the contract. Loan receivables are shown net of provision for impairment losses amounting to $3,159,000 (2013: $2,588,000). The consolidated entity’s exposure to credit risk and impairment losses related to trade and other receivables are disclosed in Note 19. 9. Purchased Debt Ledgers Purchased Debt Ledgers (PDL) are measured at fair value and are classified as level 3 under the hierarchy set out in AASB 7 Financial Instruments: Disclosure. The following table shows a reconciliation of the PDL balances: In thousands of AUD At the beginning of the year Net additions Collections Revenue Total PDLs are classified as follows: In thousands of AUD Current Non-current Total 2014 8,295 5,897 (8,436) 3,136 8,874 2014 3,581 5,293 8,874 2013 6,703 5,609 (7,090) 3,073 8,295 2013 3,697 4,598 8,295 45 9. Purchased Debt Ledgers (continued) The following summarises the assumptions used in these calculations: Input Assumption and/or basis for assumption Term which collections will be yielded Maximum 72 months from start date of PDL acquisition Effective interest rate Forecast collections Based on the effective interest rate for each PDL recognised at the time of acquisition Forecasts are based on each PDL collections to date, the performance of equivalent PDL and allowances for other known factors A change of five percent in forecast collections at the reporting date would have increased or decreased the consolidated entity’s equity and profit or loss by $271,000 (2013: $210,000). 10. Deferred Tax Assets and Liabilities Recognised Deferred Tax Assets and Liabilities Deferred Tax Assets and Liabilities are attributable to the following: In thousands of AUD Rental assets Property, plant and equipment Trade, loan and other receivables Finance lease receivables Accruals Provisions PDL liability Assets Liabilities Net 2014 2013 2014 2013 2014 26,824 21,094 338 1,240 – 1,965 1,241 300 94 1,019 – 1,746 1,130 – – – – – – – 26,824 338 1,240 2013 21,094 94 1,019 (28,648) (22,086) (28,648) (22,086) – – – – – (99) 1,965 1,241 300 3,260 1,746 1,130 (99) 2,898 Tax assets/(liabilities) 31,908 25,083 (28,648) (22,185) 46 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) 11. Property, Plant and Equipment In thousands of AUD Year ended 31 March 2013 Opening net book amount Additions Depreciation charge for the year Closing net book amount At 31 March 2013 Cost Accumulated depreciation Net book amount Year ended 31 March 2014 Opening net book amount Additions Depreciation charge for the year Closing net book amount At 31 March 2014 Cost Accumulated depreciation Closing net book amount Land and Buildings Leasehold Improvements Plant and Equipment1 20 – (2) 18 70 (52) 18 18 – (2) 16 70 (54) 16 2,154 1,203 (883) 2,474 9,002 (6,528) 2,474 2,474 1,245 (966) 2,753 10,247 (7,494) 2,753 1,266 671 (774) 1,163 6,770 (5,607) 1,163 1,163 1,293 (802) 1,654 7,833 (6,179) 1,654 Total 3,440 1,874 (1,659) 3,655 15,842 (12,187) 3,655 3,655 2,538 (1,770) 4,423 18,150 (13,727) 4,423 1. Intangibles to the carrying amount of $3,508,000 were reclassed from property plant and equipment to Intangible assets in 2013 comparatives. 12. Rental Assets In thousands of AUD Opening balance Acquisitions Disposals Depreciation Transfers to finance leases Transfers from finance leases Balance at 31 March 2014 52,929 70,178 (3,184) (32,049) (36,759) 1,529 52,644 2013 48,478 60,463 (2,908) (28,540) (26,328) 1,764 52,929 47 13. Intangible Assets In thousands of AUD Year ended 31 March 2013 Opening net book amount Additions Amortisation charge for the year Closing net book amount At 31 March 2013 Cost Amortisation and Impairment Losses Net book amount Year ended 31 March 2014 Opening net book amount Additions Amortisation charge for the year Closing net book amount At 31 March 2014 Cost Amortisation and Impairment Losses Net book amount Goodwill Customer Relationships Software1 Total 22,276 – – 22,276 29,350 (7,074) 22,276 22,276 – – 22,276 29,350 (7,074) 22,276 7,037 – (1,760) 5,277 8,797 (3,520) 5,277 5,277 – (1,760) 3,517 8,797 (5,280) 3,517 2,364 1,784 (300) 3,848 6,575 (2,727) 3,848 3,848 2,727 (634) 5,941 9,302 (3,361) 5,941 31,677 1,784 (2,060) 31,401 44,722 (13,321) 31,401 31,401 2,727 (2,394) 31,734 47,449 (15,715) 31,734 1. Intangibles to the carrying amount of $3,508,000 have been reclassed from property plant and equipment to intangible assets in 2013. Impairment tests for Cash Generating Units (CGU) containing goodwill The following units have significant carrying amounts of goodwill: In thousands of AUD Consumer Leasing Credit Management 2014 15,604 6,672 22,276 2013 15,604 6,672 22,276 The recoverable amount of the above CGU’s are determined based on a value-in-use calculation. Value-in-use is calculated based on the present value of cash flow projections over a 5 year period and terminal value. The cash flow projections have been approved by the Board. Key assumptions used for value-in-use calculations Consumer Leasing During the forecast period, revenue is assumed to grow at an average of 3% p.a. and the pre-tax discount rate is assumed at 10.54% (2013: 9.42%). A terminal value is calculated using the cash flows for year 5 of the forecast period and a long-term growth rate of 2%. The value in use calculation in 2014 was determined on a similar basis to the 2013 calculation. Credit Management During the forecast period, revenue is assumed to grow at an average of 8% p.a. and the pre-tax discount rate is assumed at 11.66% (2013: 9.42%). A terminal value is calculated using the cash flows for year 5 of the forecast period and a long-term growth rate of 2%. The value in use calculation in 2014 was determined on a similar basis to the 2013 calculation. The Credit Management discount rate increased to 11.66% due to: 48 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) – an increase in the risk free rate in-line with the 10 year government bond rate; – an increase in the beta; and – the inclusion of a size premium. The recoverable amount of the CGU’s exceeds their carrying value at 31 March 2014. Management believes that any reasonable change in the key assumptions on which the estimates and/or the discount rate are based would not cause the carrying amount of the CGU to exceed its recoverable amount. 14. Trade and Other Payables In thousands of AUD Current Trade payables Other creditors and accruals Deferred rental revenue Property lease accrual 15. Loans and Borrowings In thousands of AUD Current liabilities Secured loans Non-current liabilities Secured loans Financing Loan Facilities In thousands of AUD Secured loan facilities available Secured loan facilities utilised at balance date Secured loan facilities not utilised at reporting date Financing arrangements Loan facilities 2014 2013 16,031 7,359 2,152 361 25,903 16,517 6,810 2,359 431 26,117 2014 2013 9,099 – 31,397 40,496 28,900 28,900 2014 2013 100,000 100,000 40,496 40,496 59,504 59,504 50,000 50,000 28,900 28,900 21,100 21,100 Thorn Australia Pty Limited has loan facility of $50,000,000 secured by a fixed and floating charge over the assets of the consolidated entity. The consolidated entity entered into a warehouse loan facility of $50,000,000 secured by rentals and payments receivable in respect of the underlying lease receivable contracts during the financial year. The amounts due and payable on the warehouse loan facility in the next 12 months are disclosed as current. For more information about the consolidated entity’s exposure to interest rate risk and liquidity risk see note 19. 49 16. Employee Benefits In thousands of AUD Current Salaries and wages accrued Liability for long service leave Liability for annual leave Non-Current Liability for long service leave 2014 2013 1,312 1,783 2,526 5,621 248 248 1,079 1,437 2,203 4,719 338 338 Defined contribution superannuation funds The consolidated entity makes contributions to a defined contribution superannuation fund. The amount recognised as expense was $3,173,000 for the financial year ended 31 March 2014 (2013: $2,930,000). 17. Provisions In thousands of AUD Balance at 1 April 2013 Provisions made during the year Provisions used during the year Unwind of discount Balance at 31 March 2014 Current Non-current Make Good Make Good 1,389 345 (237) 26 1,523 2014 498 1,025 1,523 Total 1,389 345 (237) 26 1,523 2013 502 887 1,389 A provision for make good costs in respect of leased property is recognised when a make good obligation exists in the lease contracts. The provision is initially recognised at the inception of the lease. 50 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) 18. Capital and Reserves On issue at the beginning of year Issue of new shares on vesting of performance rights Issue of shares under dividend investment plan On issue at the end of year 2014 2013 147,584,880 146,374,703 127,919 1,782,014 409,339 800,838 149,494,813 147,584,880 – Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholder’s meetings. – In the event of the winding up of the Company ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation. – The Company does not have authorised capital or par value in respect of its issued shares. Reserves Equity Remuneration Reserve The equity remuneration reserve represents the value of performance rights issued under the Company’s long-term incentive plan. Dividends Dividends recognised in the current year by the Company are: 2014 Final 2013 Interim 2014 Total amount 2013 Final 2012 Interim 2013 Total amount Cents per share Total amount $’000s Franked/ unfranked Date of payment 6.0 4.5 5.5 4.5 8,863 6,700 15,563 8,051 6,605 14,656 Franked 18 July 2013 Franked 17 January 2014 Franked 18 July 2012 Franked 17 January 2013 Franked dividends declared or paid during the year were franked at the tax rate of 30%. Dividend Reinvestment Plan (DRP) The Company operated a DRP during the period. In accordance with the Company’s DRP, 1,782,014 new ordinary shares totalling $3,577,000 were issued. Details of the DRP are disclosed in Note 1(u). After the balance sheet date, the following dividend was proposed by the directors. Final ordinary 6.5 9,717,163 Franked 17 July 2014 Cents per share Total amount Franked/ unfranked Expected date of payment 51 18. Capital and Reserves (continued) The financial effect of this dividend has not yet been brought to account in the financial statements for the year ended 31 March 2014 and will be recognised in subsequent financial reports. The impact on the dividend franking account of dividends proposed after the balance date but not recognised as a liability is to reduce franking credits by $4,164,498 (2013: $3,795,040). In thousands of AUD Dividend franking account 2014 2013 30% franking credits available to shareholders of Thorn Group Limited for subsequent financial years 30,813 24,241 The above available amounts are based on the balance of the dividend franking account at year end adjusted for: – franking credits that will arise from the payment of the current tax liabilities – franking debits that will arise from the payment of dividends recognised as a liability at the year end; and – franking credits that the entity may be prevented from distributing in subsequent years. The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. 19. Financial Risk Management (a) Financial Risk Management Objectives and Policies The consolidated entity is exposed to financial risks through the normal course of its business operations. The key risks arising are credit risk, liquidity risk and market risk. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board has established the Audit, Risk and Compliance Committee, which is responsible for developing and monitoring risk management policies. The Committee reports regularly to the Board of Directors on its activities. Risk management policies are established to identify and analyse the risks faced by the consolidated entity, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the consolidated entity’s activities. The consolidated entity, through training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit, Risk and Compliance Committee oversees how management monitors compliance with the consolidated entity’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the consolidated entity. Credit risk Credit risk is the risk of financial loss to the consolidated entity if a customer fails to meet its contractual obligation, and arises principally from the consolidated entity’s trade, loan and finance lease receivables from customers and purchased debt ledgers. To manage credit risk, the consolidated entity has formulated comprehensive credit policies covering credit assessments and compliance with regulatory and statutory requirements. Credit underwriting includes the use of a scorecard system or credit bureau report or a detailed internal risk profile for each application. The scorecard system is revised periodically and adjusted for a number of factors including geographic location and market changes. Credit risk for purchased debt ledgers is managed through a stringent process involving analysis of the target entity and its customer history and with reference to the industry. Liquidity risk Liquidity risk is the risk that the consolidated entity will not be able to meet its financial obligations as they fall due. The consolidated entity’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet is liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the consolidated entity’s reputation. The consolidated entity’s access to financing arrangements is disclosed in Note 15. 52 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) Market risk Market risk is the risk that changes in market prices, such as interest rates and foreign currency that will affect the consolidated entity’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns. The consolidated entity has foreign currency risk on the purchase of rental assets directly imported that are denominated in USD. The consolidated entity manages its exposure to foreign currency risk by utilising forward exchange contracts where appropriate. Capital management The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the consolidated entity defines as profit before financing costs divided by total assets. The Board of Directors also monitors the level of dividends to ordinary shareholders. Refer to Note 18 for quantitative data. (b) Credit Risk The carrying amount of the consolidated entity’s financial assets represents the maximum credit exposure. The consolidated entity’s net exposure to credit risk at the reporting date was: In thousands of AUD Trade receivables Consumer Finance lease receivables Commercial Finance lease receivables Loan receivables Purchased debt ledgers Impairment losses Trade receivables 2014 4,062 61,372 49,977 25,272 8,874 2013 4,504 49,817 84,934 19,166 8,295 149,557 116,899 The aging of the consolidated entity’s trade receivables at the reporting date was: In thousands of AUD Not past due Past due 0 – 30 Days Past due 31 – 180 Days Gross 2014 Impairment 2014 Gross 2013 Impairment 2013 1,488 1,925 1,621 5,034 – 133 839 972 1,056 2,329 2,013 5,398 – 151 743 894 The net value of trade receivables as at 31 March 2014 was $4,062,000 (2013: $4,504,000) The consolidated entity invoices its consumer rental customers in advance of the rental period. The revenue is not recognised in the financial statements until the due date of the invoice. Consumer finance lease receivables Finance lease receivables that are past due are disclosed in the trade receivables above. The provision for impairment losses as at 31 March 2014 is $8,961,000 (2013: $6,590,000). The provision reflects the risk to the consolidated entity of the expected early return or loss of products throughout the life of the contract. Collateral is held against the finance lease receivables in the form of the assets attached to the contract. In the event that the asset is returned due to early termination of the contract, the asset is available for rental on other contracts or disposal via cash sale. The value of this collateral as at 31 March 2014 is $39,696,000 (2013: $29,377,000). Commercial finance lease receivables The ageing of the consolidated entity’s commercial finance lease receivables at the reporting date was: 53 19. Financial Risk Management (continued) In thousands of AUD Not past due Past due 0 – 30 Days Past due 31 – 180 Days Gross 2014 Impairment 2014 Gross 2013 Impairment 2013 49,832 1,113 597 – 968 597 51,542 1,565 35,134 1,041 405 36,580 – 1,058 405 1,463 The net value of commercial finance lease receivables as at 31 March 2014 was $49,977,000 (2013: $35,117,000) Loan receivables The ageing of the consolidated entity’s loan receivables at the reporting date was: In thousands of AUD Not past due Past due 0 – 30 Days Past due 31 – 180 Days Gross 2014 Impairment 2014 Gross 2013 Impairment 2013 24,924 1,571 1,936 28,431 1,066 157 1,936 3,159 19,459 1,129 1,166 21,754 1,309 113 1,166 2,588 The net value of loan receivables as at 31 March 2014 was $25,272,000 (2013: $19,166,000) (c) Liquidity Risk The following are the contractual maturities of the consolidated entity’s financial liabilities including, where applicable, future interest payments as at 31 March 2014. 31 March 2014 In thousands of AUD Secured loan facilities Trade and other payables 31 March 2013 In thousands of AUD Secured loan facilities Trade and other payables (d) Interest Rate Risk Carrying Amount Contractual Cash Flows 1 Year or Less 2-5 Years 5 Years or More 40,496 23,390 63,886 46,966 23,390 70,356 11,468 23,390 34,858 35,498 – 35,498 – – – Carrying Amount Contractual Cash Flows 1 Year or Less 2-5 Years 5 Years or More 28,900 23,327 52,227 33,001 23,327 56,328 1,745 23,327 25,072 31,256 – 31,256 – – – At the reporting date the interest rate profile of the consolidated entity’s interest bearing financial instruments was: Variable Rate Instruments In thousands of AUD Financial assets Financial liabilities 54 Carrying Amount 2014 1,136 2013 4,761 (40,496) (28,900) Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) A change of one percent in interest rates at the reporting date would have increased or decreased the consolidated entity’s equity and profit or loss by $276,000 (2013: $169,000). (e) Fair Values The fair values of the Company’s and consolidated entity’s financial assets and liabilities as at the reporting date are considered to approximate their carrying amounts. (f) The Fair Value Hierarchy Financial instruments carried at fair value require disclosure of the valuation method according to the following hierarchy: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) Level 3 – Inputs for the asset or liability that are not based on observable market data. The consolidated entity’s financial instruments are measured at fair value. The Group’s only Level 2 instruments are forward foreign exchange contracts. Other financial instruments including purchase debt ledgers are classified as Level 3. 20. Earnings Per Share Basic earnings per share The calculation of basic earnings per share at 31 March 2014 was based on profit attributable to ordinary shareholders of $28,151,000 (2013: $28,021,000) and a weighted average number of ordinary shares during the year ended 31 March 2014 of 148,640,899 (2013: 146,644,775). Diluted earnings per share The calculation of diluted earnings per share at 31 March 2014 was based on profit attributable to ordinary shareholders of $28,151,000 (2013: $28,021,000) and a weighted average number of ordinary shares during the year ended 31 March 2014 of 148,842,000 (2013: 146,488,310), which includes performance rights granted. 2014 2013 Profit attributable to ordinary shareholders (basic) In thousands of AUD Profit attributable to ordinary shareholders (basic and diluted) 28,151 28,021 Weighted average number of ordinary shares (basic) In thousands of shares Issued ordinary shares at 1 April Effect of shares issued Weighted average number of ordinary shares at 31 March Weighted average number of ordinary shares (diluted) In thousands of shares Issued ordinary shares at 1 April Effect of shares issued Weighted average number of ordinary shares (diluted) at 31 March Earnings per share Basic earnings per share (cents) Diluted earnings per share (cents) 147,584 1,057 146,375 270 148,641 146,645 148,580 146,488 262 324 148,842 146,812 18.94 18.91 19.11 19.09 55 21. Operating Leases Leases as lessee Non-cancellable operating lease rentals are payable as follows: In thousands of AUD Less than one year Between one and five years 2014 8,068 10,686 18,754 2013 8,141 13,207 21,348 The consolidated entity leases all store and office premises under operating leases. The leases typically run for a period of 3 years, with an option to renew the lease after that date. The majority of the lease payments are increased every year to reflect market rentals. The property leases do not include contingent rentals. The consolidated entity also leases vehicles under operating leases. The lease term for these vehicles normally runs for a period of 4 years. The lease payments are set at the commencement of the lease for the term of the lease. The lease agreements for vehicles do not include contingent rentals. Leases as lessor The consolidated entity leases out its rental assets under operating leases. The future minimum lease payments under non-cancellable operating leases are as follows: In thousands of AUD Less than one year Between one and five years 22. Finance Leases Leases as lessor 2014 29,499 5,773 35,272 2013 37,671 8,549 46,220 The consolidated entity leases out its rental assets under finance lease, hire purchase and chattel mortgage contracts. The consolidated entity classifies Rent Try $1 Buy® contracts as finance leases where the term of the contract is 24 months, 36 months or 48 months. The asset rented has an estimated useful life equal to the contract length. The future minimum lease payments under non-cancellable finance leases are as follows: In thousands of AUD Less than one year Between one and five years 2013 87,489 101,551 2012 67,597 74,631 189,040 142,228 Unearned finance income in relation to finance leases as at 31 March 2014 was $67,162,000 (2013: $49,225,000). 56 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) 23. Consolidated Entities Parent entity Thorn Group Limited Subsidiaries Thorn Australia Pty Ltd Eclipse Retail Rental Pty Ltd Rent Try Buy Pty Ltd CashFirst Pty Ltd 1st Cash Pty Ltd Thorn Equipment Finance Pty Ltd Thorn Finance Pty Ltd Votraint No 1537 Pty Ltd National Credit Management Limited A.C.N 119211317 Pty Ltd Hudson Legal Pty Ltd Thorn ABS Warehouse Series No. 1 24. Contingencies Ownership interest Country of Incorporation 2014 2013 Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% n/a The industry in which the consolidated entity operates is highly regulated. Documentation, marketing and sales activities (both written and verbal) must comply with strict rules provided in the National Consumer Credit Protection Act and other legislation such as the Fair Trading and door to door sales legislation. Breach of these rules can result in fines or civil penalties or damages or compensation or some combination of these. The consolidated entity has no reason to believe that a breach of these rules will occur or is likely to result in a material effect on the profitability of the consolidated entity. No provision exists for any potential exposure in connection with such a breach. The consolidated entity is aware (via the “mystery shop” process, where a person presents as a customer but is not a real customer) that some verbal statements may have been made to some customers inaccurately describing the customer’s rights in relation to the acquisition of similar products to those rented under its Rent Try $1 Buy® contracts. Under the National Consumer Credit Protection Act, the amount at risk in relation to any affected contract is part of any deemed “interest” payable under that contract and/or any penalties which could be imposed. No customer complaints have been received in this regard. The consolidated entity has no reason to believe that this matter is likely to result in a material effect on the profitability of the consolidated entity and no provision exists for any potential exposure in connection with this matter. 25. Deed of Cross Guarantee Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998 certain wholly owned subsidiaries are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and directors’ reports. It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of this is that the Company guarantees to 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 Act, 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 subsidiaries subject to the Deed are listed in Note 23 (excluding Thorn ABS Warehouse Series No. 1). 57 25. Deed of Cross Guarantee (continued) The consolidated Statement of Comprehensive Income comprising of entities which are parties to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, at 31 March 2014, is the same as the consolidated Statement of Comprehensive Income in this financial report. The consolidated Statement of Financial Position in this financial report includes the assets and liabilities of Thorn ABS Warehouse Series No. 1. Excluding the Thorn ABS Warehouse Series No. 1, cash and cash equivalents would decrease by $1,340,000 and trade and other payables would decrease by $1,340,000. 26. Reconciliation of Cash Flows from Operating Activities In thousands of AUD Cash flows from operating activities Profit for the period Adjustments for: Depreciation and amortisation Equity settled transactions Transfer of rental assets to financial leases Thorn Equipment Finance settlements Operating profit before changes in working capital and provisions Changes in working capital and provisions, net of the effects of the Purchase of subsidiaries (Increase) in trade and other receivables Decrease in deferred tax assets Increase/(Decrease) in income tax liability Increase/(Decrease) in trade and other payables Increase in provisions and employee benefits Net cash from operating activities 27. Parent Entity Disclosures 2014 2013 28,151 28,021 36,213 82 36,759 32,325 133,530 32,259 212 26,328 33,161 119,981 (32,394) (35,303) (362) 2,519 (214) 946 2,627 3,260 2,719 44 104,025 93,328 As at, and throughout, the financial year ending 31 March 2014 the parent entity of the consolidated entity was Thorn Group Limited. In thousands of AUD Result of Parent Entity Profit for the period Other comprehensive income Total comprehensive income for the period Financial position of the parent entity at year end Current assets Total assets Current liabilities Total liabilities Total equity of the parent comprising of: Share capital Equity remuneration reserve Total Equity 58 2014 2013 15,563 14,656 – – 15,563 14,656 7,039 108,950 7,039 7,039 99,060 2,851 101,911 4,520 102,772 4,520 4,520 95,483 2,769 98,252 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) Parent entity guarantees in respect of the debts of its subsidiaries The parent entity has entered into a Deed of Cross Guarantee with the subsidiaries. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed are disclosed in Note 25. The deed guarantees the debts of the subsidiaries. 28. Related Parties Key management personnel remuneration In AUD Short-term employee benefits Post-employment benefits Long service leave benefits Share based payments 2014 2013 1,949,009 1,908,221 87,342 380,259 127,400 83,676 17,271 176,411 2,544,010 2,185,579 Individual directors and executives compensation disclosures Information regarding individual director’s and executive’s compensation and some equity instruments disclosures as required by Corporations Regulation 2M.3.03 is provided in the remuneration report section of the directors’ report on pages 1 to 27. No director has entered into a material contract with the company or the consolidated entity since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year end. 59 28. Related Parties (continued) Movements in shares The movement during the reporting period in the number of ordinary shares in Thorn Group Limited held, directly, indirectly, or beneficially, by each key management person, including their related parties, is as follows: Held at 1 April 2013 Purchases Sales Received upon exercise of performance rights Held at 31 March 2014 241,300 11,429 60,000 – 192,729 3,347,463 60,278 34,000 107,835 340,218 – – 5,000 – – – – – – – 81,650 3,429,113 – – 60,278 39,000 19,052 27,217 126,887 367,435 Held at 1 April 2012 Purchases Sales Received upon exercise of performance rights Held at 31 March 2013 262,600 3,586,183 60,278 32,157 20,000 116,870 403,124 3,700 25,000 – 241,300 – 500,000 261,280 3,347,463 12,500 12,500 – 14,000 – – – – – 60,278 35,157 34,000 – – 70,000 150,000 60,965 87,094 107,835 340,218 Directors David Carter John Hughes Peter Henley Joycelyn Morton Executives James Marshall Peter Eaton Directors David Carter John Hughes Peter Henley Paul Lahiff Joycelyn Morton Executives James Marshall Peter Eaton 60 Thorn Group 2014 Financial ReportNotes to the consolidated financial statements for the year ended 31 March 2014 (continued) 1 In the opinion of the directors of Thorn Group Limited (the ‘Company’): a. the financial statements and notes that are set out on pages 29 to 60 and the remuneration disclosures that are contained in section 4.3 of the Remuneration Report in the Directors’ report are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 31 March 2014 and of their performance, for the financial year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; b. c. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(a); and there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2 There are reasonable grounds to believe that the Company and the consolidated entities identified in Note 23 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 between the Company and the consolidated entities pursuant to ASIC Class Order 98/1418. 3 The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Managing Director and Chief Financial Officer for the financial year ended 31 March 2014. Signed in accordance with a resolution of the directors: David Carter Chairperson Dated at Sydney 20 May 2014 John Hughes Managing Director 61 DIRECTORS’ DECLARATION Independent auditor’s report to the members of Thorn Group Limited Report on the financial report We have audited the accompanying financial report of Thorn Group Limited (the ‘Company’), which comprises the consolidated statement of financial position as at 31 March 2014, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year ended on that date, Notes 1 to 28 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration set out on pages 33 to 60 of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In Note 1, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the consolidated entity comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Company’s and the Group’s financial position and of their performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 62 Thorn Group 2014 Financial ReportFor the year ended 31 March 2014INDEPENDENT AUDITOR’S REPORT Auditor’s opinion In our opinion: a. the financial report of the consolidated entity is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the consolidated entity’s financial position as at 31 March 2014 and of its performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. b. the financial report also complies with International Financial Reporting Standards as disclosed in Note 1. Report on the remuneration report We have audited the Remuneration Report included in section 4.3 of the directors’ report for the year ended 31 March 2014. 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 auditing standards. Auditor’s opinion In our opinion, the remuneration report of Thorn Group Limited for the year ended 31 March 2014, complies with Section 300A of the Corporations Act 2001. KPMG Anthony Travers Partner Dated at Sydney 20 May 2014 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 63 a. Distribution of shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – 9,999,999,999 Total b. The number of shareholders in less than marketable parcels is 285. c. The names of the substantial shareholders listed in the Company’s register as at 31 March 2014 are: Shareholder Vinva Investment Management Limited Kinetic Investment Partners Limited IOOF Holdings Ltd Investors Mutual Limited d. Voting Rights The Company only has ordinary shares on issue. Number of ordinary 1,524 3,336 1,475 1,555 75 7,965 Number of ordinary fully paid shares held 9,677,638 9, 51 7,1 0 5 9,167, 286 8,289,380 Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. e. 20 largest shareholders – ordinary shares Name 1. J P Morgan Nominees Australia Limited 2. National Nominees Limited 3. HSBC Custody Nominees (Australia) Limited 4. RBC Investor Services Australia Nominees Pty Limited5. 6. 7. 8. BNP Paribas Noms Pty Ltd Citicorp Nominees Pty Limited Dove Nest Pty Ltd Citicorp Nominees Pty Limited 9. Australian Executor Trustees Limited 10. Mr Jeffrey Douglas Pappin 11. Brispot Nominees Pty Ltd 12. Henderson International Pty Ltd 13. UBS Nominees Pty Ltd 14. Farjoy Pty Ltd 15. Mr Peter Eaton 16. Mr Michael John Horn 17. Romadak Pty Ltd 18. HGT Investments Pty Ltd 19. RBC Investor Services Australia Nominees Pty Limited 20. Mr Francis Maxwell Hooper 64 Number of ordinary fully paid shares held % held of issued ordinary capital 25,551,679 13,292,395 10,370,927 8,666,804 7,873,353 6,022,428 3,479,113 2,128,922 928,819 690,000 583,840 513,839 486,699 437,500 367,435 341,625 322,879 300,000 260,433 256,171 17.09 8.89 6.94 5.80 5.27 4.03 2.33 1.42 0.62 0.46 0.39 0.34 0.33 0.29 0.25 0.23 0.22 0.20 0.17 0.17 Thorn Group 2014 Financial ReportFor the year ended 31 March 2014ADDITIONAL ASX INFORMATION CORPORATE DIRECTORY Directors David Carter Chairman James Marshall Managing Director Peter Henley Non-Executive Director Joycelyn Morton Non-Executive Director Stephen Kulmar Non-Executive Director Company Secretary Peter Eaton Registered office Thorn Group Limited Level 1 62 Hume Highway Chullora NSW 2200 www.thorn.com.au Telephone: +61 2 9101 5000 Facsimile: +61 2 9101 5033 Auditor to Thorn Group Limited KPMG 10 Shelley Street Sydney NSW 2000 Registry Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney NSW 2000 Designed and produced by FCR www.fcr.com.au 65