SHAPING THE FUTURE ANNUAL REPORT 2016 THORN ANNUAL REPORT 2016 CONTENTS 2 4 6 10 12 14 14 16 18 20 24 26 28 31 IBC 2016 Financial Overview Chair’s Report Managing Director’s Report Building the Brand Board of Directors Shaping the Future Leadership Team Our Strategy Our Businesses Thorn Business Finance Thorn Equipment Finance Thorn Trade & Debtor Finance (formerly CRA) Consumer Leasing National Credit Management Limited (NCML) Addressing Financial Exclusion Community Financial Report Corporate Directory NOTICE OF MEETING 11.00 am on Tuesday, 23 August in the KPMG Auditorium Tower Three, International Towers Sydney, 300 Barangaroo Avenue, Sydney SHAPING THE FUTURE FROM ORIGINS IN 1937, THORN HAS BECOME ONE OF AUSTRALIA’S LEADING FINANCIAL SERVICE PROVIDERS, OFFERING A BROAD RANGE OF FINANCIAL SOLUTIONS TO MEET A GROWING DEMAND OF NICHE CONSUMER AND COMMERCIAL MARKETS. UNDERLYING THIS POSITIONING IS THORN’S COMMITMENT TO GIVING CUSTOMERS A “FAIR GO”. Thorn’s foundation business, Radio Rentals remains a leader in consumer leasing with 90 outlets nationally and a unique Rent-Try- $1Buy® offering. Thorn’s other major pillar, Thorn Business Finance is growing fast and is now a major contributor to earnings diversity and overall group earnings, focusing on small and medium sized businesses with a broadening product suite. Thorn’s strategic direction over the next few years is to focus on growing the two areas of highest return, consumer leasing and business finance, with product development, organic growth and potential acquisitions, while also applying the group’s skillset to accounts receivable management. Annual Report 2016 | 1 2016 FINANCIAL OVERVIEW REVENUE UNDERLYING NPAT GROUP RECEIVABLES (NET) $304m $30.3m $379.5m UP 3.5% DOWN 0.7% UP 31.9% SIGNIFICANT ITEMS* NPAT FULL YEAR, FULLY FRANKED DIVIDEND $10.3m $20.1m 11.5¢ PER SHARE EPS 13.1¢ PER SHARE * closure of TFS Consumer Loan business, write off of NCML goodwill, provision for historic customer credit refunds in Consumer Leasing RESULTS AND HIGHLIGHTS REVENUE REVENUE REVENUE ($m) ($m) ($m) UNDERLYING NPAT UNDERLYING CASH NPAT ($m) ($m) UNDERLYING CASH NPAT ($m) 30.3 30.3 350 350 300 300 250 250 200 200 150 150 100 100 50 0 50 0 304 304 35 30 25 20 15 10 5 0 35 30 25 20 15 10 5 0 ’12 ’12 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 ’12 ’12 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 2 | Thorn Group GROUP RECEIVABLES (NET) GROUP RECEIVABLES (NET) 379.5 379.5 400 350 300 250 200 150 100 50 0 400 350 300 250 200 150 100 50 0 EPS & DIVIDENDS EPS & DIVIDENDS (cents) (cents) 25 25 20 20 15 15 10 10 5 0 5 0 ’12 ’12 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 ’12 ’12 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 Basic Earnings Per Share Basic Earnings Per Share Dividends Per Share Dividends Per Share OPERATIONAL HIGHLIGHTS DIVERSIFICATION STRATEGY Thorn Business Finance doubled revenue and earnings in FY16, adding further to diversity of group earnings. REVENUE ($m) REVENUE ($m) 350 350 300 300 250 250 200 200 304 304 UNDERLYING CASH NPAT ($m) UNDERLYING CASH NPAT ($m) FOCUS ON GROUP’S STRENGTHS TO DELIVER ATTRACTIVE RETURNS 35 35 30 Two principal business divisions, consumer 30.3 leasing and business finance, generate attractive and recurring levels of return on capital that warrant further investment. 30.3 30 25 25 20 20 150 150 STRONG LEVELS OF CUSTOMER SATISFACTION 15 15 100 100 Independent market research shows customer satisfaction levels remain strong, with 97% of 50 Radio Rentals customers saying they are treated with dignity and respect. 0 50 0 10 10 5 5 0 0 ’12 ’12 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 ’12 ’12 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 GROUP RECEIVABLES (NET) GROUP RECEIVABLES (NET) ($m) GROUP RECEIVABLES (NET) EPS & DIVIDENDS EPS & DIVIDENDS EPS & DIVIDENDS (cents) (cents) (cents) 400 400 350 350 300 300 250 250 200 200 150 150 100 100 50 50 0 0 379.5 379.5 25 25 20 20 15 15 10 10 5 5 0 0 ’12 ’12 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 ’12 ’12 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 Basic Earnings Per Share Basic Earnings Per Share Dividends Per Share Dividends Per Share Annual Report 2016 | 3 CHAIR’S REPORT The culture of Thorn Group over its near 80 year history has involved a close connection between the company, its customers and communities. Independent market research of Radio Rentals customers commissioned this year demonstrates the outstanding qualities of Thorn’s culture. Research showed just over 97 per cent of respondents said Radio Rentals treated them with dignity and respect. There is more about outcomes of this research in our report and it is very supportive of the way in which we meet customer needs. The growth of Thorn Business Finance reflects a similar attention to meeting the needs of small to medium sized businesses. RESULTS AND DIVIDEND While FY16 revenue was up 3.5 per cent to $304 million, reported net profit after tax was 34 per cent lower at $20.1 million due to three one-off significant items. These items are detailed elsewhere in the report but essentially relate to the closure of Thorn Financial Services, impairment of goodwill in NCML and a provision in relation to customer credits. Other factors affecting results were engaging with a government inquiry into the industry and the ASIC review resulting in unexpected costs. Without these significant one-off items, underlying profit was similar to last year. During the year, the Board and management considered a review of Group businesses. This identified that the two principal operations, consumer leasing and business finance, generated good returns and offered growth potential over the longer term. The Board considers the outcomes of this review and underlying profit performance warrant a higher payout ratio this year to keep dividend closely in line with last year, with full year dividends being 11.5 cents a share, compared with 11.75 cents in FY15, all fully franked. BOARD Last year we welcomed two new Board members, David Foster and Andrew Stevens, and their skills have complemented those of Peter Henley, Stephen Kulmar and our Managing Director, James Marshall. The Board has taken a role in seeking to expand the senior management team to broaden support for the Managing Director, with new appointments filling the roles of Chief Risk Officer, General Counsel and Chief Operating Officer, all intended to boost Thorn’s capability and excellence in the services we provide. At our annual meeting this year, long standing director, Peter Henley, will retire. Peter has been a director for nine years, joining in Thorn’s first year as an ASX listed company, and has been a valued colleague and adviser. We sincerely thank him for his years of service and wish him well for the future. In July we were fortunate in welcoming as a new director, Belinda Gibson. Ms Gibson has had a distinguished legal career, having been a corporate and securities partner with global law firm, Mallesons Stephen Jaques, for 20 years. In 2007 she became commissioner and subsequently deputy chairman of ASIC, leaving in 2013 to establish her independent corporate advisory business. Ms Gibson is presently a non-executive director of Citigroup Pty Ltd, chairs the AMP Advice Review Panel, is a member of the Chief Executive Women board of directors and chairs the CEW Scholarship Committee and is a Trustee of the Australian Museum. We look forward to her contribution and participation as a director of Thorn. THORN’S CULTURE OVER NEARLY 80 YEARS HISTORY HAS INVOLVED A CLOSE CONNECTION BETWEEN THE COMPANY, ITS CUSTOMERS AND COMMUNITIES 4 | Thorn Group WE THANK ALL OUR STAFF FOR THEIR ADHERENCE TO THORN’S VALUES AND VISION AND THE RESPECTFUL WAY IN WHICH THEY TREAT OUR CUSTOMERS GOVERNANCE Thorn’s Board remains focused on the interests of stakeholders while seeking to deliver both attractive returns for investors into the future and sound corporate governance. Our principles of corporate governance and remuneration, by which we seek to combine incentive and rewards, are set out in the financial section of this report. PEOPLE On behalf of the Board, I would like to commend Thorn’s Managing Director, James Marshall, as he has continued to perform his role with dedication and commitment. He is supported by a strong group of senior executives who are passionate about the business and ensuring all our customers have positive experiences. Our entire staff deserve acknowledgement and thanks for their adherence to Thorn’s values and vision and especially in the respectful way they treat our customers. I also want to thank our shareholders for their support through our experiences this year and trust this will continue as we strive to meet their expectations. JOYCELYN MORTON Chair Annual Report 2016 | 5 MANAGING DIRECTOR’S REPORT JAMES MARSHALL BUILDING THE BRAND Thorn’s underlying financial performance in FY16 highlights the strength of our core business divisions, with revenue up 3.5%, underlying EBIT up almost 4% and receivables, which underpin future revenues, increasing 32% over the prior year. Reported earnings were affected by three significant one-off items. These relate to a strategic decision to close the underperforming consumer loans business, a write-off of goodwill in the receivables management business and refunds of historic credit balances following the retirement of a legacy IT system. While these three items had a negative impact on reported earnings, they demonstrate decision making that was necessary to align the organisation’s focus and strategy on business activities that have the capability to deliver above average returns on invested capital. This focus will be central to Thorn’s growth as it builds on the economics of providing niche financial services efficiently to produce attractive returns into the future. STRATEGIC CAPITAL ALLOCATION To align our desired strategic intent of delivering above average returns on invested capital, it was important to acknowledge the group’s key strengths and core skills. A review of these attributes highlighted the organisation’s competitive advantage and significant capability in consumer leasing and small business finance. Through this review, it became clear our two principal businesses, Radio Rentals and Thorn Business Finance, had attractive and recurring levels of return on capital that warrant further investment. Driving our strategy in recent years has been the principle of diversification, and this has been eminently successful in business finance, where a sound formula for growth and origination has emerged, with revenue and earnings doubling over the past twelve months. Two other diversification initiatives begun several years ago, into personal loans and accounts receivable management, have contributed positively to results over time. However, returns on capital from these divisions have not met our expectations. Consequently, we have ended our involvement in personal loans and written off goodwill in NCML. While these decisions have resulted in charges against profit, they support the deployment of capital to higher returning business activities and enable us to consider future development of NCML while focusing on our two principal businesses, both of which have demonstrated capability for growth. 6 | Thorn Group CORPORATE DEVELOPMENTS GOVERNMENT REVIEW As the group continues to grow and expand, further investments have been made to ensure appropriate systems and processes are in place to support the business into the future. Prior to making these investments, a thorough review was undertaken to assess the capability, needs and objectives of both current and proposed initiatives. This year, two issues emerged from a review of an old computer system prior to its retirement. One issue, involving a relatively small number of Radio Rentals consumer leasing contracts, related to customer accounts remaining in credit after the accounts had been closed. Reimbursement of these amounts is now underway with no further financial impact expected. The second issue related to a process deficiency in updating Thorn’s living expense benchmark within its responsible lending assessment model. A more detailed and “fit for purpose” model has been developed and this will form part of a broader system upgrade to improve customer experience, reduce transaction times and also meet evolving regulatory requirements. Thorn continues to discuss this matter with ASIC, and has established a contingent liability to allow for any potential penalties or remediation to customers who may have been affected. These issues and the Government industry review have added to corporate expenses this year. The Government Review into Small Amount Credit Contracts and Consumer Leasing Laws has involved considerable engagement from the management team, across the industry, the Review Panel and politicians as well as providing submissions. The ultimate position at which Thorn and leading financial services industry body, AFC, arrived, was that proposing caps on consumer lease pricing was the best way of ensuring high industry standards and protecting financially vulnerable consumers. The Review Panel’s Final Report has recommended a level of pricing caps which supports Thorn’s business model as a low cost consumer lease provider. Thorn will now look to take a market leadership position in adopting these rates, irrespective of how long it may take to enact these recommendations through legislation. This effectively removes any uncertainty surrounding Thorn’s business model and ensures the sustainability of the consumer leasing business. THORN’S UNDERLYING FINANCIAL PERFORMANCE IN FY16 HIGHLIGHTS THE STRENGTH OF OUR CORE BUSINESS DIVISIONS Annual Report 2016 | 7 MANAGING DIRECTOR’S REPORT FINANCIAL OUTCOMES The standout item in financial performance has come from our Business finance division this year which posted an effective doubling of revenue and profit, with earnings contribution now at 22 per cent of group. Radio Rentals continues to be very profitable but with growth affected in FY16 by increased regulatory requirements calling for greater automation and higher costs from more extensive credit qualification assessments. Revenue from these two businesses combined increased 6 per cent and underlying earnings were up 4 per cent compared with the previous year. This underlying performance explains our strategic focus on areas of higher return and supports the tough decisions that had to be made in relation to Thorn Financial Services and NCML, as well as one-off items, including resolution of customer credit issues from previous periods. We believe the underlying performance is illustrative of the group’s potential from this position and the Board’s preparedness to pay a healthy final dividend reflects a positive perspective on the outlook. COMPETITIVE ADVANTAGE A key strength of the group is our culture, capability and desire to look after our customers and to give them a “fair go”. During the year an independent survey by Roy Morgan of Radio Rentals customers revealed not just the strength of the brand but how the business was viewed by consumers. Some 97 per cent of respondents said Radio Rentals treated them with dignity and respect, 95 per cent said “Rent Try $1Buy” was important to them and 92 per cent said Radio Rentals was affordable. More than half of all respondents said that if they had not gone to Radio Rentals, they would have had to go without the goods and 70 per cent said Radio Rentals was the only way for them to access affordable everyday essential goods. Thorn considers this research substantiates community demand for consumer leasing and the way Radio Rentals operates. In the Business Finance sector, Thorn’s capability to provide asset finance, as well as working and growth capital solutions, in a fast, flexible and efficient manner to small and medium business is proving to be a point of differentiation in the industry. This, together with diverse origination channels that reach across multiple industries, ensures the business has a broad supply of transactions and is able to build a diverse portfolio of receivables. MANAGEMENT TEAM As the financial services sector continues to evolve, greater capabilities are required to support the organisation as it looks to grow and excel in the niche markets in which it operates. Issues identified during the year have highlighted the need to ensure appropriate skills and oversight are in place to guide each of Thorn’s business divisions in these changing environments. To meet this need, the business strengthened its senior leadership team during the year with the appointment of a dedicated Chief Risk Officer, General Counsel and Chief Operating Officer. This provides the group a sharpened focus and capability on risk, compliance and the efficiency of operations across each of our business divisions. DURING THE YEAR AN INDEPENDENT SURVEY BY ROY MORGAN OF RADIO RENTALS CUSTOMERS REVEALED NOT JUST THE STRENGTH OF THE BRAND BUT HOW THE BUSINESS WAS VIEWED BY CONSUMERS 8 | Thorn Group WE ACTIVELY SEEK TO BE PART OF OUR LOCAL COMMUNITIES, PROVIDING A NECESSARY SERVICE AS WELL AS HELPING OUT IN TIMES OF NEED VALUES, PEOPLE, COMMUNITIES When we assess our assets at Thorn, we look closely at how our people engage with customers and the broader communities in which we operate with a view to focusing on how we add value to people’s lives every day. We actively seek to be part of our local communities, providing a necessary service as well as helping out in times of need. Our employee programs are integral to our culture, and are based around values of leadership, innovation, responsibility, support and nurturing. As an organisation we are proud of the service we provide our communities and the charities with which we work, in particular White Ribbon, Children’s Tumour Foundation, Project New Dawn and Mission Australia. Our involvement with these groups and initiatives involves all of us, not just the corporate entity. OUTLOOK While we have addressed some difficult issues in FY16, we believe the decisions we have taken to sharpen our strategic focus, the improvements and investments we have made, together with the support of our people, our customers and our many external stakeholders, will deliver growing benefits for stakeholders in years to come. JAMES MARSHALL Annual Report 2016 | 9 BOARD OF DIRECTORS SHAPING THE FUTURE VISION, VALUES AND PRINCIPLES The vision driving Thorn is to be a leader in its niche areas of financial services. These are: • consumer leasing, where it helps customers access essential household goods • business finance, where it assists businesses acquire equipment and manage cash flow Principles underlying these operations are ethical practices based on responsible lending and giving customers a fair go, important values especially in consumer leasing where many consumers have limited options to access everyday essential items. As a team, we try to add value to people’s lives every day. Thorn’s operating priorities are diversifying and growing as a business while meeting the needs of customers, employees and investors. Thorn’s business philosophy comes from putting customers first, which involves being prepared to assist them in times of hardship, ensuring employees are trained in providing service with dignity and being innovative in meeting business customer needs. POSITIONING FOR GROWTH As the financial services sector continues to evolve, with new competitors entering the market, we give a priority to business development as we focus on growing the two key drivers of the group, consumer leasing and business finance. This includes streamlining product development and considering potential acquisitions to add to market positioning while producing attractive returns on capital. 10 | Thorn Group ANDREW STEVENS Independent, Non-Executive Director PETER HENLEY Independent, Non-Executive Director 12 years at IBM, including three years MD of IBM ANZ Long and distinguished career in financial services DAVID FOSTER Independent, Non-Executive Director 25 years in financial services, including CEO of Suncorp Bank 2008-13 JOYCELYN MORTON Chair, Independent, Non Executive Director JAMES MARSHALL Managing Director and CEO STEPHEN KULMAR Independent, Non-Executive Director Over 35 years of experience in finance and taxation Previously COO of Thorn, more than 20 years of experience with the group Over 30 years of experience in marketing and strategic development Annual Report 2016 | 11 LEADERSHIP TEAM OUR STRATEGY Thorn’s strategy is to be a leader in niche financial services markets. The group’s underlying performance in FY16 demonstrates the potential of the customer markets it targets and serves with combined revenue from consumer leasing and business finance increasing 5.7 per cent above the previous year and EBIT up 3.4 per cent. The outcome of a strategic review by Thorn has made it clear the two principal businesses, consumer leasing and business finance, generate attractive and recurring levels of return on capital. Consequently, they warrant further investment, funding for growth and technology to improve customer experience, transactional efficiency and to achieve wider demographic reach. Thorn’s strategic direction over the next few years will be to focus on growing in these areas, while also applying the group’s skill set to receivables management. This will streamline product development and also define potential acquisitions that might add to market positioning. To enhance this focus on areas of highest return, Thorn has exited consumer loans. While it has contributed positively to results over several years, high marketing costs and increasing competition have reduced return on capital for this business. Capital returned from the book run-off will be reinvested to support the growth of higher returning businesses. KEY MANAGEMENT As the financial sector keeps evolving, broader skills are required to operate in a competitive and challenging environment, while continuing to grow. In FY16, Thorn has made a number of senior appointments to its management team, appointing Peter Forsberg as Chief Financial Officer, Wendy Yip as Chief Risk Officer, Peter Ryan as General Counsel and Matt Ingram, formerly head of Thorn Business Finance, as Chief Operating Officer. This has given Thorn a sharpened focus on risk, compliance and the efficiency of our businesses and is a contributing factor to the potential we see in business development. 12 | Thorn Group PETER RYAN General Counsel and Company Secretary Experienced commercial lawyer with particular expertise in the consumer credit and equipment finance industries PETER FORSBERG Chief Financial Officer Experienced CFO across healthcare, manufacturing and distribution, FMCG and professional services in both listed and private equity owned business MATT INGRAM Chief Operating Officer Over 20 years extensive experience in the financial services sector, strong background in strategic planning, people development and team leadership WENDY YIP Chief Risk Officer Over 17 years of experience as a risk and capital management professional, across advisory firms and major financial institutions Annual Report 2016 | 13 OUR BUSINESSES THORN BUSINESS FINANCE 14 | Thorn Group THORN BUSINESS FINANCE INCLUDES THORN EQUIPMENT FINANCE (TEF), THORN TRADE & DEBTOR FINANCE (FORMERLY CRA), AND STRATEGIC PARTNER, CASHFLOW IT (SPECIALIST FUNDER TO THE FRANCHISE SECTOR). This division has been a significant contributor to earnings diversity and overall group earnings. Thorn Business Finance in FY16 doubled revenue, EBIT and contribution to combined earnings of the group, increasing from 11 per cent to 22 per cent. Thorn Business Finance revenue was up from $15 million to $30 million and EBIT doubled to $14 million. Growth was mostly due to a significant lift in performance by Thorn Equipment Finance. Focused on delivering a range of finance products to Australian businesses, Thorn Business Finance offers speed, flexibility and a high quality tailored service to small and medium businesses (SMEs), as major financial institutions have moved away from the sub-$100,000 financing market. Thorn Business Finance provides commercial loans, leases and rentals, debtor finance, trade finance and capital funding solutions. These products are provided to market through direct customer relationships and Thorn’s multi- channel distribution network. STRATEGIC INTENT THORN BUSINESS FINANCE SEEKS TO BE THE FINANCE PROVIDER OF CHOICE TO THE SME SECTOR BY DELIVERING FAST, FLEXIBLE AND COST EFFECTIVE FINANCIAL PRODUCTS THAT SUPPORT SMALL AND MEDIUM BUSINESS OPERATORS TO GROW AND PROSPER. As SMEs remain a key target market for the business, Thorn Business Finance is broadening its product suite and building on strong customer and partner relationships to drive growth into the future. DEVELOP product offering to create cross-sell opportunities and drive organic growth EXPAND complementary acquisitions, partnership opportunities, and strategic alliances ENHANCE profitability and scale through synergies and leveraging broader business capabilities Annual Report 2016 | 15 OUR BUSINESSES THORN EQUIPMENT FINANCE IN FY16, THORN EQUIPMENT FINANCE GREW ITS RECEIVABLES BOOK BY ALMOST 60 PER CENT, WITH NET RECEIVABLES INCREASING FROM $82.6 MILLION IN FY15 TO $131.9 MILLION, PROVIDING LEASES AND LOANS TO SMALL AND MEDIUM BUSINESSES, AS WELL AS CORPORATE AND GOVERNMENT CLIENTS. A FOCUS ON FINANCING “CORE-TO-BUSINESS” EQUIPMENT AND MAINTAINING DIVERSITY ACROSS A RANGE OF INDUSTRIES SUPPORTS THE ACHIEVEMENT OF LOW DELINQUENCY AND BAD DEBT LEVELS. Rapid growth for the business comes as Thorn continues to develop the partner and broker network, positioning Thorn Equipment Finance as a competitive and flexible option for SMEs seeking access to asset finance. Increasing referrals for Thorn Business Finance have resulted in improved customer retention and growing market share among financing alternatives. OUR CUSTOMERS Thorn Group is built on the premise of giving customers a fair go. While our clients range from government entities and corporates to sole traders and not-for-profits, we see the biggest positive differences we can make are by providing competitive and flexible products designed to meet the rapidly evolving needs of Australia’s small and medium businesses. More than 99 per cent of Australian businesses are SMEs. They are also responsible for employing around 70 per cent of the entire Australian workforce. By giving our SME customers access to financial solutions previously only available to large corporations by major banks, we are supporting business growth and the people that are part of these businesses. OUR PRODUCTS Finance leases and rentals make up over 60 per cent of the Thorn Equipment Finance receivables book, with the remainder comprising chattel mortgages and commercial hire purchase agreements. Accelerated depreciation benefits for small businesses announced in the 2015 federal budget have lead many customers to choose a chattel mortgage as their preferred method of finance, this enables them to immediately own and depreciate the assets while protecting their cash flow. With the broadening of this initiative in FY17, we expect to see this trend continue. WHERE TRADITIONAL LENDERS HAVE RIGID REQUIREMENTS, THE TEAM AT THORN UNDERSTAND THE CHALLENGES OF A GROWING BUSINESS AND THE NEED TO FINANCE GROWTH 16 | Thorn Group OUR ASSETS Our finance solutions allow our customers to acquire vital equipment that sits at the heart of their business, from specialised medical equipment to information technology, commercial kitchen equipment, solar products, machinery and vehicles. By continuing to deepen our equipment and industry understanding in target markets we are able to tailor solutions, ranging from cost-per-seat technology finance and pay-by-the-month cloud computing, to specialist Global Positioning Systems. Offering these alternatives makes Thorn stand apart from traditional bank finance. CASHFLOW IT Cashflow It is an exclusive strategic partnership providing specialised lending solutions to the franchise sector. Working as an integral part of Thorn Business Finance, Cashflow It through Thorn provides equipment finance to some of Australia’s largest and best known franchise groups. Setting itself apart through a deep understanding of the challenges faced by both franchisees and franchisors, Cashflow It shows how expertise and a tailored approach can deliver a service experience beyond that of the banks, a feature highly valued by Australian businesses. PARTNERS FOR GROWTH CUSTOMER STORY Launched in late 2012, the Roll’d franchise system has grown rapidly throughout Australia. Roll’d takes its inspiration from the streets of Vietnam and the way food connects family and friends, and uses these sentiments to produce a unique fast food experience for its customers. Bao Hoang and his two business partners have always been ambitious about their food venture, but they never imagined how popular it would become in such a short amount of time. Roll’d has grown from one store to almost 40 stores in just three years. Bao started the Vietnamese food franchise with his cousin Tin and primary school friend Ray. The trio wanted to create an alternative option to sushi, bringing Vietnamese food to the masses while using family recipes. With a Cashflow It Franchise solution from Thorn, Roll’d franchisees are pre-approved for funding, making the whole finance experience seamless and stress free. “Thorn and Cashflow It understood the challenges of a growing franchise system and have been a partner for our growth.” – Ray Esquieres, Co-Founder & CFO, Roll’d Australia Left to Right – Bao Hoang (CEO), Ray Esquieres (CFO), and Tin Ly (COO) Annual Report 2016 | 17 OUR BUSINESSES THORN TRADE & DEBTOR FINANCE (FORMERLY CRA) THORN TRADE & DEBTOR FINANCE’S (TT&DF) CORE ACTIVITY INVOLVES DEVELOPING WORKING AND GROWTH CAPITAL FINANCE SOLUTIONS FOR SME’S. THESE CAN BE FOR BUSINESSES THAT MAY HAVE A SHORT TERM CASH FLOW REQUIREMENT TO FUND GROWTH OPPORTUNITIES OR THOSE THAT PREFER THE SPEED AND FLEXIBILITY OF DEALING WITH AN ORGANISATION SUCH AS TT&DF, RATHER THAN SETTING UP AN OVERDRAFT OR OTHER MORE COMPLEX AND RESTRICTIVE FINANCING SOLUTION. FY16 was a year of consolidation and growth for the Trade and Debtor Finance business, following the integration of Cash Resources into the Thorn business model, laying the foundation for the next phase of growth. In its first full year post acquisition in December 2014, TT&DF/CRA’s invoice purchases increased significantly, from $104.2 million to $369.2 million, generating gross revenue of $13.8million and a closing receivables book at $46 million. The evolution of CRA into Thorn Trade & Debtor Finance has provided many synergistic benefits, including the ability to provide a wider of range of business finance solutions for customers, including Equipment Finance under the strength of one master brand, Thorn Business Finance. The trade finance product was added into the product mix during the latter half of FY16. It is yet to have a substantial impact on revenue or customer growth but initial signs are positive and the ability to fund a customer’s domestic or international purchases has been well received by import and wholesale customers. The debtor finance market is changing substantially with a number of mergers and acquisitions taking place. Although we believe this may provide some good opportunities for the Trade & Debtor Finance business, having a sales focus will be a key factor in its continuing success in FY17 and beyond. 18 | Thorn Group Paul Davies, founder & violin maker Arts Music Pty Ltd TRADE & DEBTOR FINANCE HAS GIVEN ME THE CONFIDENCE TO GROW THE BUSINESS TDF CUSTOMER STORY Paul Davies has been a violin maker his entire career and specialises in designing and manufacturing traditional instruments. He has also developed a first-of-its kind electric violin which elaborates on the fundamental features of the instrument, enabling amplification of the sound while mimicking the resonance of a fully acoustic instrument. Over 30 years ago, Paul started his business, Arts Music, an import and distribution business for student instruments. Additionally, Paul designed and manufactured student instruments in China for over 25 years and manufactured high class custom instruments for high profile musicians, including Bob Dylan’s band members and a number of rock and country musicians. Australia presents a few challenges for small businesses, mainly the small size of the market and spread-out geography. Paul believes that in order to build a successful business and rise to these challenges, one needs to diversify business interests and skills. This thinking is what led him to developing the import and distribution of student and high class custom instruments. When Paul started supplying a unique retail chain for the education market and division of Harvey Norman, School Locker, he obtained the largest orders for musical instruments in the history of his business. One of the issues Paul faced working with a retail chain was that the large orders meant he needed additional upfront capital to purchase the stock. Paul had to import the instruments from China and was required to pay for the goods before they landed in Australia and had generated an invoice to be funded under a debtor finance facility. The provision of a trade finance facility allowed him to be confident in placing the purchase order with the Chinese manufacturer and with the resultant delivery on time into the retailer, generating goodwill with the retailer for subsequent ongoing orders. “Trade & Debtor Finance has given me the confidence to grow the business and prospect for new accounts instead of being apprehensive to place large purchase orders with an overseas manufacturer to import the goods.” – Paul Davies, founder & violin maker Arts Music Pty Ltd Annual Report 2016 | 19 OUR BUSINESSES CONSUMER LEASING 20 | Thorn Group 97.3% OF CUSTOMERS SAY THE RADIO RENTALS TEAM TREAT THEM WITH DIGNITY AND RESPECT WA 7 stores TM NT 2 stores QLD 21 stores SA 8 stores NSW 25 stores 1 store 1 store 1 store ACT 2 stores VIC 15 stores TAS 6 stores RADIO RENTALS IS AUSTRALIA’S LEADER IN HOUSEHOLD GOODS CONSUMER LEASING, WITH A SIGNIFICANT INDUSTRY MARKET SHARE. IT WAS ESTABLISHED IN 1937 AND NOW HAS 90 OUTLETS NATIONALLY. Radio Rentals provides an extensive range of essential household goods and home office needs through consumer leasing products, principally under the Rent, Try, $1Buy® banner. Radio Rentals operates over 90 outlets nationally and has been a market leader since 1937. Rent, Try, $1Buy has become an industry icon enabling customers to enjoy the benefits and flexibility of rental along with the potential to obtain ownership. In line with the group’s responsible lending policy, Radio Rentals ensures all customers are provided with products that suit their needs and budget and are not over committed. This aligns with the group’s fair go ethic through credit decisions that are based on customers’ capacity to pay, rather than their credit history. The outcome of this enables more Australians to gain access to everyday living essentials. STRATEGIC INTENT THORN’S STRATEGIC INTENT IS TO CONTINUE TO ENHANCE ITS MARKET LEADING POSITION AS A PROVIDER OF ESSENTIAL HOUSEHOLD GOODS. It is doing this by evolving and reinventing itself to customers, by creating new products, locations and ways of helping people access the goods they want and need. This strategy has proven successful and will extend Radio Rentals’ demographic reach. In FY16, Radio Rentals continued to experience strong demand and high levels of customer satisfaction. Revenue was at a similar level to last year at $246 million, principally due to tightened credit assessment practices relating to evolving regulatory oversights and responsible lending concepts. This, and a provision for historic customer credit refunds, affected earnings, with underlying EBIT 4 per cent lower at $49.7 million. A significant technology project has now commenced to improve customer experience and transactional efficiency, while taking into account evolving regulatory requirements. Annual Report 2016 | 21 OUR BUSINESSES OPERATIONS Installation volume in FY16 remained high, with furniture and household essentials continuing to be the most popular categories. 48-month agreements continue to be in high demand, with more customers now opting for longer contracts that offer affordable weekly payments for larger products and whole room packages. Thorn branded products are still very successful among Radio Rentals customers with volume and range expanding over the past few years and now includes televisions, a variety of fridge types, smart phones and tablets. Partnering directly with manufacturers to deliver these products has a positive effect on margins. The launch of new smartphone ranges among major brands has resulted in the category growing significantly. Thorn has also started piloting a new small appliance range, which further complements a broad electrical retail category. In FY17, Radio Rentals will be opening two new outlets, one in Victoria and another one in Western Australia. In addition, Radio Rentals plans to transition six existing “Full Service Branch” locations to a “Hub and Spoke” business model which will benefit from access to high footfall shopping centres. This strategy has proven successful in supporting installation growth and will extend Radio Rentals’ demographic reach. BRAND STRENGTH AND SUPPORT Customer satisfaction and loyalty are a key focus of the Radio Rentals business. This year, independent research firm Roy Morgan conducted an independent survey of Radio Rentals customers, which revealed strong support for the brand. The research shows 97 per cent of customers say Radio Rentals treat them with dignity and respect, 92 per cent consider Radio Rentals affordable and 70 per cent say Radio Rentals was the only way for them to access affordable everyday essential goods. More than half of the respondents said that if they had not gone to Radio Rentals, they would have had to go without the goods and 95 per cent said “Rent, Try, $1 Buy” was important to them. DEVELOP Thorn branded product range further and new propositions to reach a wider demographic MAINTAIN high levels of customer satisfaction across the store network ENHANCE regulatory focus and streamline “enquiry to contract” process for improved customer experience NEARLY 70.5 OF CUSTOMERS SAID RADIO RENTALS WAS THE ONLY WAY FOR THEM TO ACCESS EVERYDAY ESSENTIAL GOODS Source: Independent survey conducted by Roy Morgan Research between February 22-26 2016, 6995 customers responded. 22 | Thorn Group 95.1% OF CUSTOMERS SAID “RENT TRY $1 BUY” WAS IMPORTANT TO THEM MARKET LEADING REGULATION As a market leader, Radio Rentals constantly looks to improve its offering, from new products to brand and store evolutions and improved systems. In the past year, key initiatives included a pilot rebrand of Radio Rentals, to RR, to reach a wider demographic, the development of new propositions and a second rental brand to increase market penetration and improve asset utilisation. In FY16, the first RR pilot store in Erina, NSW, was the highest revenue and customer growth store in the network. Thorn considers this as a good indication for the future of the brand’s concept store plans, including the new brand, RR, modernised store design, strategic location in high traffic shopping centres and the introduction of new propositions such as “interest free quick buy.” Thorn continued the trial of its second rental brand, Rentlo, which achieved positive results in its first year of trading with the “No Lock In” contract proving very popular, increasing market share and improving asset utilisation. While the trial was positive overall, some issues remain around high customer acquisition costs and conversion numbers, with changes around the proposition and pricing currently being considered before a decision to maintain the brand is made. The consumer leasing industry has seen increased regulatory scrutiny over the past year, with the Government appointing an independent panel to review small amount credit contracts and consumer leases. During that time, Thorn has actively participated in consultation with government, in its own right and as part of an industry leadership group. The Review Panel’s Final Report has recommended a level of pricing caps which supports Thorn’s business model as a low cost consumer lease provider. Thorn will now look to take a market leadership position in adopting these rates, irrespective of how long it may take to enact these recommendations through legislation. This effectively removes any uncertainty surrounding Thorn’s business model and ensures the sustainability of the consumer leasing business. Radio Rentals has been providing consumer leasing to Australians for nearly 80 years and Thorn is committed to enhancing its own responsible lending practices. Thorn has developed initiatives to improve technology and information sources and has proactively kept industry regulators advised. 92% OF CUSTOMERS RATED RADIO RENTALS AFFORDABLE Annual Report 2016 | 23 OUR BUSINESSES NATIONAL CREDIT MANAGEMENT LIMITED (NCML) 24 | Thorn Group NATIONAL CREDIT MANAGEMENT LIMITED (NCML) IS A LEADING PROVIDER OF CREDIT AND RECEIVABLES MANAGEMENT SERVICES IN AUSTRALIA. NCML has been partnering with Australia’s largest creditors for over two decades and has become highly specialised in the government, banking, insurance, fines and tolling sectors. NCML’s offering extends from pre-collection services, to responsible hardship management, arrangement management, legal recovery and debt purchasing. As a result of changing business practices with some long standing clients, revenue fell 21.7 per cent to $14.7 million. EBIT was also affected by a valuation methodology change for PDLs which included a $1.2 million revenue devaluation in the second half, resulting in EBIT finishing 40.1 per cent lower at $1.4 million. In FY16, NCML increased its investment in the Purchase Debt Ledger book by 35 per cent with $12 million of purchases. This increases the asset base from which collections are made. DEVELOP value for customers through innovative recovery outcomes EXPAND through agility, insights, and customer engagement ENHANCE capabilities across collection strategy and customer engagement through a number of digital initiatives STRATEGIC INTENT IN FY16, NCML HAS WORKED TOWARDS REBUILDING ITS FOUNDATIONS FOR GROWTH. IT IS NOW BETTER POSITIONED STRATEGICALLY IN A COMPETITIVE MARKET AND HAS A CLEARER VISION OF THE FUTURE. NCML has been focused on strengthening capabilities across collection strategy and customer engagement through a number of digital initiatives, including industry- leading technologies to drive customer engagement and a new online portal. These developments will be a key differentiator for NCML. While contingent collections continue to provide the majority of revenue and is an area in which NCML is becoming more competitive, the PDL portfolio is also growing and evolving its “arrangement bank” build which will underpin future revenues for the division. A number of key wins and new clients in government and financial services sectors reinforced the decision to clarify NCML’s execution focus to Purchased Debt (where debt is purchased from the original credit issuer) and Contingent Debt (where debt is actioned, for a fee, on behalf of the credit issuer), allowing NCML to be more agile as a business, play to its strengths, provide value to clients and secure new and upgraded contracts. Annual Report 2016 | 25 ADDRESSING FINANCIAL EXCLUSION Thorn received its Australian Credit Licence under the National Consumer Credit Protection legislation in 2010, making it one of the first financial service providers in Australia to be licensed. A key element of Thorn gaining its license was having a Responsible Lending Policy under which Thorn seeks to ensure customers are treated fairly and provided access to goods and services that meet their needs and budget. Within Thorn’s policy are hardship provisions which are intended to help customers cope with unforeseen circumstances. A large component of Thorn’s consumer customer base comprises Australians who are excluded from the financial mainstream and it has become increasingly apparent that this is a substantial group: • 16.9 per cent of the Australian adult population, or just over 3 million people, are either fully or severely financially excluded • 42.9 per cent of the Australian adult population, or 7.7 million people, are marginally financially excluded • 56.7 per cent of the Australian adult population, or over 10 million people, do not have a credit card1 There are many reasons for financial exclusion but it is because of this situation that Thorn has developed its “fair go” policy, enabling people to have access to household goods when there are few alternatives. 1 Connolly C, Measuring Financial Exclusion in Australia, Centre for Social Impact (CSI) – University of New South Wales, 2014, for National Australia Bank. 26 | Thorn Group 16.9% OF THE AUSTRALIAN ADULT POPULATION ARE EITHER FULLY OR SEVERELY FINANCIALLY EXCLUDED 56.7% OF THE AUSTRALIAN ADULT POPULATION DO NOT HAVE A CREDIT CARD1 THE “MUM TEST” A feature of how Thorn operates when dealing with customers is to apply what we call the “Mum test”. This means staff are encouraged to treat customers “as if they were your mum” and do whatever is reasonable to assist them. We do this to ensure customers get a “fair go”, particularly people who may have encountered difficulties in their lives. HARDSHIP POLICY Thorn also has a hardship policy in place, enabling customers to extend the balance of their contract at a lower payment without any charges or penalties. This was recently used for one of our long standing customers in Victoria who was not only battling health issues but had also lost her home due to a fire. Under the hardship policy, Radio Rentals cleared her account, replaced the items she had lost and ensured she would no longer have to make any payments. In addition to fee free contract extensions Thorn also offers product downgrades without incurring any penalties or additional fees, returns of unnecessary items without penalty, and relief on payment commitments under its dedicated hardship program. FOR THOSE AUSTRALIANS EXCLUDED FROM THE FINANCIAL MAINSTREAM, THORN IS AWARE THAT CONSUMER RENTAL IS AN IMPORTANT FINANCING ALTERNATIVE CENTREPAY Some of Thorn’s customers, who receive income from government benefits, are eligible to meet their commitments through Centrepay, an automated method of payment (like direct debit) that supports people to pay regular living expenses from their existing welfare payments. Using this system is a choice by many customers and because it is free to them, it avoids costs associated with bank direct debit systems. For those Australians excluded from the financial mainstream, Thorn is aware that consumer rental is an important financing alternative. Thorn’s customer research indicates that consumer rental is a service many people need at a time when they do not have alternatives and Thorn is proud to have this sentiment underlining its work. Annual Report 2016 | 27 COMMUNITY THORN BELIEVES COMMUNITY INVOLVEMENT IS INSEPARABLE FROM THE SERVICES IT PROVIDES TO CUSTOMERS. THORN’S ENTIRE TEAM IS COMMITTED TO DEVELOPING AND MAINTAINING LONG TERM STRATEGIC PARTNERSHIPS WITH COMMUNITY ORGANISATIONS, NETWORKS, AND LOCAL COMMUNITIES WHERE WE OPERATE TO CREATE MUTUAL BENEFIT. As part of Thorn’s 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. Initiatives supported by Thorn are the Children’s Tumour Foundation of Australia, Project New Dawn, Mission Australia and White Ribbon. WHITE RIBBON Thorn Group supports White Ribbon, Australia’s only national, male led Campaign to end men’s violence against women and promote gender equality and healthy relationships. Thorn’s support of White Ribbon is organisation-wide, involving all 800 employees, brands and businesses under the Thorn Group banner, with all members of the leadership team White Ribbon ambassadors. White Ribbon is an organisation that works to prevent violence by changing attitudes and behaviours. The prevention work is driven through social marketing, the Ambassador Program and initiatives with communities, schools, universities, sporting codes and workplaces. Statistics show that domestic violence and family violence are the principal causes of homelessness for women and their children. One woman is killed every week in Australia as a result of domestic violence and one in four children is exposed to domestic violence. Thorn’s brands, in particular Radio Rentals, strongly align with White Ribbon’s core promise “We’ve got your back”. Radio Rentals and Rentlo employees interact with some customers who are directly affected by domestic violence. By showing support for White Ribbon, Thorn aims to play an important role in the community; raising awareness and helping victims of domestic violence with basic needs and support. THORN’S RENTAL BRANDS, IN PARTICULAR RADIO RENTALS, STRONGLY ALIGN WITH WHITE RIBBON’S CORE PROMISE “WE’VE GOT YOUR BACK” 28 | Thorn Group THORN ACTIVELY SUPPORTS THE WHITE RIBBON CAUSE, THROUGH INTERNAL AND EXTERNAL ACTIVATIONS Thorn actively supports the White Ribbon cause, through internal and external activations, including: • employee engagement activities including fundraising lunches • implementation of the White Ribbon Workplace Accreditation program across the organisation, including workshops and policy development • a marketing activation plan to raise awareness and additional funds for White Ribbon across stores and websites including the sale of White Ribbon merchandise • major sponsorship of White Ribbon events: - White Ribbon Night (held annually in July), host of “Have a Night In” event in selected stores - White Ribbon Day (25 November) with White Ribbon advocates appointed in every store of the network, sale of merchandise, email distribution to all customers. Annual Report 2016 | 29 COMMUNITY CHILDREN’S TUMOUR FOUNDATION OF AUSTRALIA (CTF) The Children’s Tumour Foundation is a not-for-profit organisation dedicated to providing information, support services and finding effective treatments for people living with neurofibromatosis (NF), a term for three distinct disorders: NF1, NF2, and schwannomatosis. NF affects one in every 3,000 people, more than cystic fibrosis, Duchenne muscular dystrophy, and Huntington’s disease combined. CTF is dedicated to: • Supporting children and adults diagnosed with neurofibromatosis, their families and carers with information, resources and practical support across their NF journey; and • Funding world-leading research into effective treatments for NF and ultimately finding a cure CTF is committed to ensuring those suffering with NF receive adequate, multidisciplinary care throughout their lives. CTF has strong links internationally to NF organisations and researchers in the USA, Great Britain, Ireland, Canada and Europe. CTF also works closely with and provides funding to world-class local researchers and clinicians at The Children’s Hospital at Westmead, the Murdoch Children’s Research Institute and Royal North Shore Hospital. “THE CHILDREN, ADULTS AND FAMILIES LIVING WITH NF INSPIRE OUR WORLD” – CTF 30 | Thorn Group 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 ACSO in Melbourne, The Salvation Army in Brisbane and Perth, Mission Australia in Sydney (accommodation management and personal coaching), Radio Rentals (white goods and furniture), BP and Bunnings (housing 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. NATURAL DISASTER When disaster strikes across Australia, such as bushfires or 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 free supply of bedding, washing machines and refrigerators to relief centres, substantial goodwill credits on customer accounts and the donation of products for fundraising. Some of these initiatives include: • Blue Mountains bushfires, household goods donations, special considerations for any customers affected by the devastation • Queensland floods, give-away of 100 re-rent TVs, customer account credits and rent free periods • Victorian bushfires, provision of beds etc for emergency shelters • Victorian floods, provided equipment to support local police operations. THORN FINANCIAL REPORT 2016 CONTENTS Directors’ Report Corporate Governance Statement Lead Auditor’s Independence Declaration Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors’ Declaration Independent Auditor’s Report Shareholder Information Corporate Directory 32 52 57 58 59 60 61 63 85 86 88 IBC Annual Report 2016 | 31 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 ‘Thorn’, the ‘Group’ or the ’consolidated entity’) for the financial year ended 31 March 2016 and the auditor’s report thereon. OPERATING AND FINANCIAL REVIEW Thorn is a diversified financial services group providing financial solutions to consumers and businesses. Activities are predominantly the leasing of household products to consumers and the provision of leasing, invoice discounting, and other financial services to small and medium enterprises. The Group also provided receivables management services and consumer loans during the year. There were no significant changes in the nature of the activities of the consolidated entity during the year. At the close of the financial year, Thorn announced that it was closing the TFS consumer loan business. Financial performance Revenue increased 3.5% on the previous year, growing from $293.7m to $304.0m. Reported profit after tax fell 34.4% from $30.6m to $20.1m. However, the profit after tax was impacted by three significant items: 1. The announced closure of the TFS consumer loan division at the year end which prompted an adjustment to the carrying values of the assets employed in that business and provision for closure costs. The total pre tax amount of these adjustments was $2.3m. 2. The NCML credit management division’s goodwill balance, created on the original acquisition of the business in 2011, and with a carrying value of $6.7m both pre and post tax, was written off at the year end. 3. At the half year, the Consumer Leasing division disclosed it had identified a number of customer credit balances existed that had not been refunded as they should have been. A liability was created to repay the $2.8m pre tax principal amount. These balances go back many years and procedures have since been implemented to ensure eligible refunds are processed in a timely manner. Excluding those significant items, the profit after tax would have been $30.3m or approximately equal to last year (0.7% lower). Segment revenue Segment EBIT to PAT 2016 245.7 30.5 14.7 13.1 – 2015 246.2 15.0 18.7 13.8 – 304.0 293.7 2016 49.7 14.0 1.4 (1.6) (17.8) 45.7 (6.7) (6.5) 32.5 (12.4) 20.1 2015 54.9 6.8 2.2 1.2 (16.3) 48.8 – (4.2) 44.6 (14.0) 30.6 Segment performance A$m Consumer Leasing Business Finance Receivables Management Consumer Finance Corporate excl impairment Sub-total Goodwill impairment Net interest expense Profit before tax Tax expense Profit after tax 32 | Thorn Group Consumer Finance Consumer Finance continued to originate loans during the year but the decision was taken at year end to close the direct marketed channel due to the high cost of customer acquisition and the consequent poor return on capital. The net book of $33.6m will be liquidated. The costs of closure and asset value adjustments of $2.3m reduced the current year EBIT from a profit of $0.7m to a loss of $1.6m. Corporate Corporate expenses (before impairment charges) increased 9.4% from $16.3m to $17.8m. The increase was due to investment in risk management with the hire of a Chief Risk Officer and General Counsel, the appointment of a Chief Operating Officer and legal and consulting costs from the implementation of new serviceability models in the Group and in analysing and responding to the recent Treasury Inquiry into the consumer leasing industry. Interest expense Net borrowing costs increased by 54.8% from $4.2m to $6.5m as borrowings increased from $144.0m to $197.9m The increase in borrowings has been predominantly to fund the growth of the Business Finance division. Tax expense The tax expense for the 2016 year is affected by the goodwill impairment which is not tax effected leading to a higher underlying tax percentage than might be expected. Profit after tax Profit after tax decreased 34.3% from $30.6m to $20.1m including the significant items (underlying $30.3m if they are excluded). Consumer Leasing Revenue for the Consumer Leasing segment remained steady at $246m and was impacted by the transition to a more rigorous customer serviceability assessment process. Finance leases, which are longer term leases out to 48 months, continued to become increasingly prevalent, representing 94% of contracts written in 2016 compared to 88% in the prior year. While finance lease originations rose 6.4% to $103.2m, operating lease installations continued to decrease and overall installations decreased by 3.8%. Impairment losses remained at a consistent level however provisioning increased in line with receivables. Costs for the segment were increased by a one off $2.8m relating to historic customer credit refunds. Other operating expenses for the Consumer Leasing segment also increased in-line with the expanded store footprint put in place in the previous year. After adjusting for the customer credit refunds, EBIT fell by $2.4m or 4%. Business Finance Thorn Business Finance consists of Thorn Equipment Finance and Thorn Trade and Debtor Finance. Revenue doubled from $15.0m to $30.5m. This was mostly due to continued origination growth in Thorn Equipment Finance which drove an increase in net receivables from $82.6m to $131.9m, an increase of 59.7%. Thorn Trade and Debtor Finance was purchased in December 2014 and so comparison to last year is affected by this. Invoice purchases increased from $100.1m to $369.2m, and revenue rose from $4.3m to $13.8m. Business Finance EBIT doubled in the year to $14.0m. Receivables Management Revenue fell 21.7% to $14.7m due to lower contingent collections due to changing business practises in long standing clients. Purchased Debt Ledger (“PDL”) receivables increased 35.4% from $14.4m to $19.5m as the Company bought $12.0m of new debt, compared to $12.5m in the previous year. At year end, the valuation methodology for PDL’s was reassessed and adjustments were made to the valuation of the PDL book to the tune of a $1.2m decrease. This impacted both the PDL revenue line and the EBIT for the division which fell from $2.2m to $1.4m. Annual Report 2016 | 33 DIRECTORS’ REPORT Financial position The balance sheet is presented below in two versions; first excluding the securitised warehouse for the equipment finance receivables along with the associated receivables (which are non recourse funding for the warehouse), and second as per the statutory accounts format. The Company’s lenders view their covenants through the first view, i.e. excluding Trust. Summarised financial position ($m) Cash at Bank Receivables Investment in unrated notes Rental and other assets Intangible assets Total Assets Borrowings Other liabilities Total Liabilities Total Equity Gearing (net debt/equity) (i) Operating cash flow EPS Return on Equity (ii) 31 March 2016 31 March 2015 excl. Trust incl. Trust excl. Trust incl. Trust 14.0 277.2 20.4 26.9 25.5 364.0 116.0 50.5 166.5 197.5 53.2% 13.9 214.0 13.8 40.1 34.7 316.5 84.0 43.0 127.0 189.5 38.7% 14.0 379.5 – 26.9 25.5 445.9 197.9 50.5 248.4 197.5 95.1% 127.8 13.1 10.4% 13.9 287.8 – 40.1 34.7 376.5 144.0 43.0 187.0 189.5 70.3% 102.9 20.3 16.9% (i) Gearing is calculated as net debt less free cash divided by closing equity (ii) ROE is calculated as PAT divided by the average of opening and closing equity. With the significant items excluded, ROE would have been 15.7% Receivables Net receivables increased by 31.8% to $379.5m during the year. Net consumer lease receivables grew by 35.8% to $136.0m driven by both the movement to finance leases from operating leases and increased originations since the introduction of RTB 48 month contract. Net equipment finance lease receivables within the business finance segment increased by 59.7% to $131.9m. Rental and other assets The decrease is predominantly due to the decrease in rental assets by 45.1% from $33.2m to $18.2m. This decrease has been driven by the continued move from operating lease to finance lease contracts in consumer leasing. Borrowings and gearing Total borrowings have increased from $144.0m in the prior year to $197.9m. This increase has been driven predominantly by the continued growth in Thorn Business Finance equipment finance lease receivables. Net gearing has increased from 38.7% in the prior year to 53.2% excluding the impact of the securitised debt. This increase is predominantly due to the funding of Thorn’s contribution to the securitised vehicle relating to equipment finance. Senior non-securitised debt increased from $84.0m in the prior year to $116.0m. The consolidated entity continues to meet all debt covenants and can pay its debts as and when they become due. Return on Equity ROE decreased from 16.9% to 10.4% predominantly due to the significant items. Cash flows Net cash from operating activities increased from $102.9m to $127.8m. This was primarily attributable to the expansion of Thorn Business Finance and the increased net customer receipts resulting from it. 34 | Thorn Group Funding The group has the following debt facilities: $’000 Secured Loan Facility A and B Secured Loan Facility C Securitised Warehouse Facility Total loan facilities 2016 110,000 30,000 100,000 240,000 2015 110,000 – 100,000 210,000 The $110m and $30m senior facilities are secured by a fixed and floating charge over the assets of the consolidated entity. The warehouse facility is secured by rentals and payments receivable from the underlying lease receivable contracts within Thorn Equipment Finance. Dividends paid or recommended Dividends paid by the Company to members during the financial year were: Final 2015 paid Interim 2016 paid Total amount Final 2016 proposed Risks 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 Consumer Finance where bad debt provisioning increased as a percentage of the loan receivables due to the proposed liquidation of the book. Regulatory risk in relation to changes of law or regulations or regulatory oversight that impact the operations or results of the groups activities has a heightened significance given the recent Treasury Inquiry into the consumer leasing industry. Liquidity risk is managed through the adequate provision of funding and effective capital management policies. Thorn will look to diversify its funding sources to further mitigate this risk into the future. Operational risk including compliance has been elevated during the year with the implementation of a new serviceability model and processes relating to credit assessment and acceptance. Operational risk also covers the implementation of technology in the credit and operational processes. Consumer preference risk is the risk the Group fails to deliver products and services that appeal to customers. The Group addresses this risk through regular customer feedback and survey, review of competitor services and products, interaction with suppliers and new product review and testing. The Group is also subject to currency risk related to the direct acquisition of rental assets from overseas suppliers. To mitigate this risk the group operates a foreign exchange risk policy. Cents per share 6.75 5.5 Amount $’000 10,215 8,406 18,621 Franking Date of payment 100% 100% 16 July 2015 21 Jan 2016 6.0 9,268 100% 18 July 2016 Contingent Liability Thorn’s consumer leasing division has been engaging with ASIC on matters pertaining to its customer credit refunds, its serviceability model and the appropriate and necessary extent of verification of items of customer income and expenditure. In connection with that engagement, Thorn has been assisting ASIC in an investigation which ASIC has been undertaking into Thorn’s compliance with the responsible lending obligations pertaining to consumer leases under the National Consumer Credit Protection Act 2009. ASIC has informed Thorn that it is concerned about possible breaches of Thorn’s responsible lending obligations in respect of consumer leases entered into in the period 1 January 2012 to 1 May 2015. ASIC’s investigation is ongoing and Thorn is obtaining advice and considering its position in relation to ASIC’s concerns. There are a number of potential outcomes from this engagement with ASIC, one of which is the imposition of penalties, but the outcome is not certain at this stage and accordingly Thorn has not taken up any liability in its balance sheet other than the provision for customer credit refunds and associated matters which was explained at the half year. Refunds to customers have been made and continue to be made as those customers affected are contacted and their address or banking details obtained to enable the refund. Annual Report 2016 | 35 DIRECTORS’ REPORT Outlook Thorn has announced the closure of its direct to market Consumer Loan business and liquidation of the loan receivables book as part of a focus on generating improved returns on capital. Capital released through the book run off will be redeployed to higher capital returning business divisions. James Marshall Managing Director Appointed 5 May 2014 Qualifications Dip. Financial Services MAICD, MFTA Thorn’s strategic focus is on its two principal business divisions of consumer leasing and business finance, building on the economics of providing niche financial services efficiently to produce attractive returns on capital. The consumer leasing industry has been subject to increasing levels of regulation and regulatory scrutiny in FY16 and Thorn, as an industry leader, intends to continue to invest in risk management and responsible lending initiatives to meet these requirements. Developments in these areas may have a short term effect on Thorn. However, strength of consumer sentiment and support for consumer leasing underpin confidence in positioning the business to advance market share and cement Thorn as a leading provider in the sector. Thorn is confident Business Finance will continue its growth trajectory, with the group also seeking out opportunities to grow this division further. Thorn will continue to pursue organic growth across the group while reviewing acquisition opportunities that add value and align with the group’s overall strategy. DIRECTORS’ INFORMATION Joycelyn Morton Independent, Non-Executive Appointed 1 October 2011 Appointed Chair 26 August 2014 Qualifications Bachelor of Economics FCA, FCPA, FIPA, FGIA, FAICD 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 consumer leasing, receivables management and broader financial services industries, and has been instrumental in driving the development and growth of Thorn’s core business divisions and diversification strategy since the IPO. Other current directorships Former directorships Interests in shares and options 175,054 ordinary shares Stephen Kulmar Independent, Non-Executive Appointed 15 April 2014 Qualifications Experience Stephen is the former Managing Director and Chairman of IdeaWorks and is currently the Managing Director of Retail Oasis, retail marketing and business consultancy. Steve has over 35 years experience in advertising and has extensive experience in retail strategy, brand strategy, channel to market strategy, digital and social strategy, business re-engineering and new retail business development. Experience Joycelyn has more than 35 years experience in finance and taxation having begun her career with Coopers & Lybrand (now PwC), followed by senior management roles with Woolworths Limited and global leadership roles in Australia and internationally within the Shell Group of companies. Joycelyn was National president of both CPA Australia and Professions Australia, she has served on many committees and councils in the private, government and not-for-profit sectors. Other current directorships CreativeOasis Pty Ltd Edge Pty Ltd Retail Oasis Pty Ltd RCG Corporation Limited Former directorship Charles Parsons Pty Ltd Interests in shares and options 68,000 ordinary shares Other current directorships Argo Investments Limited Argo Global Listed Infrastructure Limited InvoCare Limited Snowy Hydro Limited Former directorships Crane Group Limited Count Financial Limited Noni B Limited Interests in shares and options 85,786 ordinary shares 36 | Thorn Group Andrew Stevens Independent, Non-Executive Appointed 1 June 2015 Qualifications Master of Commerce FCA, MAICD Experience Andrew is a director of the Committee for Economic Development of Australia (CEDA) and was appointed by the Australian Federal Minister for Industry and Science as Chairman of the Advanced Manufacturing Growth Centre. Andrew previously served as Managing Director of IBM Australia and New Zealand from 2011 to 2014. Other current directorships MYOB Group Limited The Greater Western Sydney Football Club Australian Chamber Orchestra Former directorships Interests in shares and options 15,000 ordinary shares COMPANY SECRETARY Peter Ryan was appointed on 7 December 2015. Mr Ryan is an experienced commercial lawyer with particular expertise in the consumer credit and equipment finance industries. For the past 28 years, Mr Ryan has been a commercial partner in Sydney law firms and, most recently, for the past 17 years has been a partner of Dibbs Barker Lawyers operating in the Financial Services Section of its Commercial Group. Peter Henley Independent, Non-Executive Appointed 21 May 2007 Qualifications FAIM, MAICD Experience Peter has had a long and distinguished career in financial services generally and in consumer and commercial finance in particular, having held Managing Director roles with AGC, Nissan Finance and more recently GE Money. Other current directorships AP Eagers Limited Former directorships GE Motor Solutions Australia GE MoneySingapore and Malaysia. United Financial Services Limited MTA Insurances Limited Interests in shares and options 71,499 ordinary shares David Foster Independent, Non-Executive Appointed 1 December 2014 Qualifications Bachelor of Applied Science MBA, GAICD, SFFIN Experience David is an experienced Independent Non-Executive Director across a range of industries. He has had an extensive career in Financial Services spanning over 25 years. His most recent executive role until December 2013 was CEO of Suncorp Bank, a role he commenced in September 2008. Prior to his role as CEO of Suncorp Bank, David led Suncorp’s strategy function which included numerous merger and acquisition activities including one of Australia’s largest Financial Services transactions – Promina Limited. Other current directorships G8 Education Limited Motorcycle Holdings Limited Kina Securities Limited Former directorships Interests in shares and options 26,970 ordinary shares Annual Report 2016 | 37 DIRECTORS’ REPORT 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 Joycelyn Morton James Marshall Stephen Kulmar Peter Henley David Foster Andrew Stevens Board Meetings Audit, Risk and Compliance Committee Meetings Remuneration and Nomination Committee Meetings A 12 12 12 12 12 10 B 12 12 12 12 12 10 A 7 n/a 7 7 7 5 B 7 n/a 7 7 7 5 A 4 n/a 4 4 4 3 B 4 n/a 4 4 4 3 A – Number of meetings attended B – Number of meetings held during the time the director held office during the year (Mr Stevens was appointed as a director on 1 June 2015) n/a – Mr Marshall, as an executive Director, attended all meetings but as an invitee REMUNERATION REPORT – AUDITED The Board of Thorn Group Limited presents the remuneration report which outlines key aspects of the remuneration policy and framework and the remuneration awarded this year. The information provided in this report has been prepared based on the requirements of the Corporations Act 2001 and the applicable accounting standards and has been audited by KPMG. The Committee draws on independent experts where appropriate to advise on remuneration levels, trends and structures. During 2015-16 the Committee drew on the expertise of Mr Martin Morrow of Guerdon Associates to provide advice on the remuneration framework and on benchmarks of remuneration with a fee of $34,562. Korn Ferry was engaged during the financial year by the Board to assist in the recruitment of a Non- Executive Director with fees of $80,000. These consultants were instructed by and reported directly to the Chairman of the Committee and were thereby free of any undue influence by any KMP to whom their recommendations may relate. Changes proposed for 2017 The Committee has proposed that, in addition to the usual benchmarking exercise of executive remuneration, it will review the incentive arrangements to ensure the executive KMP focus on shareholder value in a challenging market and regulatory environment. This includes possible changes to the mix of pay by reweighting the percentage of STI at target performance and at the same time introducing an STI deferral mechanism. This proposed change would permit the clawback of an executive’s STI if a material misstatement or omission comes to light in the Company’s financial statements or if the executive acts in a manner unbecoming of the office. The LTI plan is also being reviewed to ensure the performance hurdles are aligned with the business strategy and shareholder value. The report is structured as follows: 1. Remuneration governance 2. Non-Executive Directors and Key Management Personnel 3. Non-Executive Director remuneration 4. Executive KMP remuneration 5. Alignment between remuneration and performance 6. Service contracts for executive KMP 7. Other statutory disclosures 1. REMUNERATION GOVERNANCE The Company aims to deliver sustainable and superior returns to shareholders. The remuneration framework is designed to ensure rewards are appropriate for the results achieved and are aligned to the Company’s strategic goals and shareholder wealth creation. The Board provides guidance and oversight to the remuneration strategy and has established a Remuneration and Nomination Committee to ensure the remuneration strategy attracts and retains quality directors and executives, fairly and responsibly rewards them, is equitable and aligned to shareholders’ interests, and complies with the law and high standards of governance. The Committee is made up of independent non-executive directors and its charter is available on the Company website. The Committee makes recommendations to the Board for its consideration and approval. The Committee Chairman will be available at the Annual General Meeting to answer any questions from shareholders on this report. At the 2015 AGM, the Remuneration Report received a vote of approval of 98% of the votes received. 38 | Thorn Group 2. NON-EXECUTIVE DIRECTORS AND KEY MANAGEMENT PERSONNEL – AUDITED For the year ended 31 March 2016, the NEDs and KMP were: Non-Executive Directors Position Joycelyn Morton Stephen Kulmar Peter Henley David Foster Andrew Stevens Executive KMP James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Peter Eaton Derrick Hubble Rob Price Sean Jones Chair, Director Director Director Director Director Position CEO and Managing Director Chief Financial Officer Chief Operating Officer Chief Risk Officer General Counsel and Company Secretary Chief Financial Officer General Manager Consumer Leasing General Manager Consumer Finance General Manager Receivables Management Term or Date Full Year Full Year Full Year Full Year From 1 June 2015 Term or Date Full Year From 28 September 2015 Full year From 7 December 2015 From 7 December 2015 Until 24 July 2015 Full Year Full Year Full Year Changes to KMP during the year The Board advanced the Company’s executive ranks in 2015-16 with the appointment of executives to enhance the Company’s capabilities and expertise during a period of change, challenge and growth. • Peter Forsberg was recruited as the new CFO to replace Peter Eaton • Matt Ingram was promoted from his role as General Manager Business Finance to Chief Operating Officer, and • Wendy Yip and Peter Ryan were new hires recruited into the new roles of Chief Risk Officer and General Counsel. In securing these executives, the Company structured new remuneration arrangements to encourage the executives to move from their previous roles. In particular, changes have been proposed to the incentive arrangements to encourage the advancement of shareholder value. The Board takes a considered approach to executive remuneration but is mindful that retaining and motivating a management team of this calibre is critical to achieving the Company’s aims. These new appointments have assumed some key management personnel roles and the General Managers will not be classed as KMP from 1 April 2016. They are included in the remuneration tables for completeness. Remuneration for all KMPs reported represents 100% of their remuneration received from the business during the year, no apportionment for periods not acting as a KMPs is made. Remuneration for KMPs joining the business part way through the year represents actual remuneration paid for the service period. 3. NON-EXECUTIVE DIRECTOR REMUNERATION – AUDITED Non-executive directors’ fees are determined within an aggregate directors’ fee pool as approved by shareholders from time to time. Independent remuneration consultants are employed periodically to provide advice and, where an increase is recommended, this is put to shareholders at the subsequent AGM. The current maximum aggregate fee pool is $650,000 per annum and was last voted upon by shareholders at the 2013 AGM. No increase is proposed at this time or will be sought at the 2016 AGM. The base annual fee for the Chairperson is $170,980 per annum. Base fees for other non-executive directors are $85,490 per annum. In addition, the Chair of the Audit, Risk and Compliance Committee receives a fee of $15,000 per annum and the Chair of Remuneration and Nomination Committee $10,000 per annum. Non-executive directors do not receive performance-related remuneration. However, they are able to purchase shares in the Company on market during approved ‘windows’ for share trading. Annual Report 2016 | 39 DIRECTORS’ REPORT Non-executive directors are not entitled to any additional remuneration upon retirement. They do receive statutory superannuation contributions and these are in addition to the base fees shown above. Out-of-pocket expenses are reimbursed to directors upon the production of proper documentation. Year Salary and fees Other incentives Super- annuation STI Long service leave LTI Total Name Non-Executive Directors Joycelyn Morton Stephen Kulmar Peter Henley David Foster Andrew Stevens 2016 (ii) David Carter (Resigned 17 November 2014) Total Non-Executive Director Remuneration 2015 2016 2015 2016 2015 2016 170,980 2015(i) 140,729 2016 2015 2016 2015 2016 2015 95,490 89,933 85,490 84,226 100,490 32,852 70,694 – – 86,831 523,144 434,571 – – – – – – – – – – – – – – – – – – – – – – – – – – – – 16,243 13,313 9,071 8,501 8,121 7,954 9,546 3,121 6,716 – – 8,153 49,697 41,042 – – – – – – – – – – – – – – – – – – – – – – – – – – – – 187,223 154,042 104,561 98,434 93,611 92,180 110,036 35,973 77,410 – – 94,984 572,841 475,613 (i) Ms Morton was appointed as Chair on 26 August 2014. The 2015 totals include a proportion of time as Chair. (ii) Mr Stevens was appointed as a director on 1 June 2015. 40 | Thorn Group 4. EXECUTIVE KMP REMUNERATION – AUDITED The Company’s approach to remuneration is framed by the strategy and operational demands of the business, the requirement for superior sustained shareholder returns, the complex and onerous regulatory environment and high standards of governance. The remuneration structure has been designed to balance both shareholder and executive interests. It consists of a mix of fixed and ‘at-risk’ pay where the at-risk element seeks to balance both short and long term performance. The diagram below illustrates the link between the business’ objective and executive KMP remuneration. The Company is committed to providing a ‘fair go’ for consumers and SMEs in a responsible manner while delivering shareholders sustainable and increasing long term value through an organic and acquisitive growth strategy. Business objective ▼ Remuneration strategy objectives 1. Align executive remuneration to Company performance and results delivered to shareholders through the short and long term incentive plans being ‘at-risk’ based on business profit after tax performance and returns to shareholders. 2. Attract, motivate and retain executive talent in a competitive market through a competitive rewards program which attracts quality executives and incorporates a significant at-risk incentive component. Fixed At-risk ▼ Fixed remuneration Short term incentive Long term incentive Base salary and benefits plus statutory superannuation contributions Annual cash payment (deferral component to apply from next year, i.e. FY 17) Performance rights granted annually at the Board’s discretion Rewards experience skills and capabilities Rewards performance over a 12 month period Rewards achievement of the Company’s shareholder return targets over a three year period Fixed payment reviewed annually and any increases applied from 1 April At-risk wholly dependent upon achieving agreed performance (only paid if targets achieved) At-risk wholly dependent upon achieving agreed performance (only vests if targets achieved) Set with reference to comparable companies (in terms of industry and size), the scope and nature of the role, and the executive’s qualifications, skills, and experience Payment is determined by performance against net profit after tax target and individual KPIs Vesting is determined by performance against targets which align to the Company’s long term shareholder return objectives Annual Report 2016 | 41 DIRECTORS’ REPORT Summary of executive KMP remuneration outcomes on a non-statutory basis – Not Audited The table below sets out the 2015-16 remuneration outcomes received by the executive KMP over the year on a non-statutory basis, i.e. excluding the theoretical LTI performance rights calculation and replacing it with the value of any LTI which vested during the year and for which the executive received shares calculated using the shares value at the time of receipt. Name James Marshall Peter Forsberg Peter Eaton Matt Ingram Wendy Yip Peter Ryan Derrick Hubble Rob Price Sean Jones Total Cash Salary STI (a) incentives (b) Other Super- annuation Vested LTI (c) Total Realised Remuneration 530,352 189,471 113,818 264,806 82,507 99,752 250,934 237,003 210,594 – – – 75,000 – – – – – – – 100,000 – – 12,500 – – – 19,187 9,654 6,562 19,187 5,941 5,941 19,187 19,909 19,187 105,663 – 105,663 – – – – – – 655,202 199,125 326,043 358,993 88,448 118,193 270,121 256,912 229,781 1,979,237 75,000 112,500 124,755 211,326 2,502,818 Please refer to the employment period in the KMP section for details of the period during which the executives were employed and hence remunerated. (a) The STI is stated as paid although it will actually be paid in June 2016. (b) Other incentives are retention (Mr Eaton) and sign on bonuses (Mr Ryan). (c) The vested LTI relates to the 2012 plan which part vested during the year at 63% of the original grant and which provided Mr Marshall and Mr Eaton with 39,873 shares at a value on vesting of $2.65 each. (d) Peter Forsberg, Wendy Yip and Peter Ryan were appointed part way during the year. Matt Ingram was promoted from General Manager to Chief Operating Officer part way during the year. Summary of executive KMP remuneration outcomes on a statutory basis – Audited Year Salary and fees Other STI incentives (a) Super- annuation Long service leave LTI (b) Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 530,352 – – 435,796 152,505 51,439 189,471 – 113,818 – – – – – 16,667 331,217 104,030 133,333 264,806 229,224 82,507 – 99,752 – 250,934 230,000 237,003 38,923 210,594 182,745 75,000 63,336 – 50,000 – – – – – 65,957 – – – 15,972 – 7,585 7,213 – 8,903 12,500 – 27,607 – – 19,187 18,551 9,654 – 6,562 18,551 19,187 18,551 5,941 – 5,941 – 19,187 20,648 19,909 3,179 19,187 16,930 30,609 93,946 94,894 675,042 103,369 855,606 – – 6,110 17,937 – – – – – – – – – – – – 18,515 217,640 – – (87,182) 55,975 92,165 18,473 10,658 14,526 – 697,233 377,466 371,769 102,974 – 15,869 137,534 – 18,637 10,744 – 296,343 334,562 7,427 264,339 – 63,505 15,309 245,090 8,595 235,877 Name Executive KMP James Marshall Peter Forsberg Peter Eaton Matt Ingram Wendy Yip Peter Ryan Derrick Hubble Rob Price Sean Jones 42 | Thorn Group Name Year Salary and fees Other STI incentives (a) Super- annuation Long service leave Executive KMP who left in 2014-15 John Hughes (resigned 30 June 2014) Richard Shepherd (resigned 30 June 2015) Total Executive KMP Remuneration 2016 2015 2016 – 180,830 – 2015 213,666 – – – – – – – 337,500 4,824 1,261 – – – 15,661 – – 2016 1,979,237 75,000 40,224 124,755 36,719 116,468 2,372,403 2015 1,842,401 422,338 591,985 116,895 113,144 225,531 3,312,294 LTI (b) Total – – – – – 524,415 – 229,327 (a) Other incentives are retention and sign on bonuses (b) The LTI represents the accounting charge recognised in the Company’s profit and loss account in respect of the long term incentive plan. The charge reflects the fair value of the performance rights 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. Where grants lapse due to the failure to achieve non-market condition hurdles then the expense previously recognised can be reversed and result in a negative entry in this column. Executive remuneration structure – Audited Remuneration mix The table below represents the target remuneration mix for group executives in the current year: C-Suite Executives General Managers At risk Fixed remuneration Short term incentive Long term incentive 55.5% 64.5% 16.7% 16.1% 27.8% 19.4% The C-Suite executives consist of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Risk Officer and the General Counsel. Fixed remuneration Fixed remuneration consists of a base salary and benefits plus statutory superannuation contributions. The fixed remuneration is set with reference to the market, the scope and nature of the role, and the executive’s qualifications, skills, performance and experience. In certain cases, the Board may determine that it is appropriate to stretch fixed annual compensation in order to attract critical talent where necessary. Fixed remuneration is reviewed annually and any increase applied from 1 April. The Board may also approve adjustments during the year as recommended by the CEO such as those arising from promotion or the undertaking of additional duties. The benchmark peer group against which the remuneration packages are compared consists of companies within the ASX300 with market characteristics of between 50% and 200% of that of Thorn Group. Independent expert advice was sought in FY 16 by the Remuneration and Nomination Committee to assist in that exercise. Annual Report 2016 | 43 DIRECTORS’ REPORT Short Term Incentive The short term incentive (“STI”) is an annual cash payment subject to achieving performance criteria based both on financial and non-financial key performance indicators. There is a target level of payment with an additional stretch component available for out-performance. The Board has 100% discretion in the matter. Features Purpose Opportunity Performance Period Gateway and performance metrics Assessment, approval and payment Clawback & deferral Description To motivate executives to achieve the short term performance targets. CEO Other KMP 12 months Target (as % of Fixed) Maximum (as % of Fixed) 30% 25-30% 100% 60-100% The STI is subject to an NPAT gateway below which no STI payments are made. The maximum STI that can be earned is based on NPAT against budget as follows: Company NPAT against budget STI that can be earned <95% NPAT 95% NPAT 100% NPAT 110% NPAT 0% 12.5% – 15% 25% – 30% 60% – 100% Performance between these levels is rewarded on a straight line basis. General Managers have targets which are based on their divisional targets rather than the Company targets which apply to the C suite executives. 60 – 70% of the STI that can be earned (detailed in the table above) is eligible for payment as it is based upon the financial performance against budgeted NPAT (or divisional EBIT where applicable) with the remaining 30 – 40% dependent upon the individual’s performance against their personal KPIs. The personal KPIs are individual to the executive’s position and capacity to influence, pre-agreed with the Board, and relate to strategically important initiatives and measures for customer satisfaction, systems, risk and staff development. At the end of the financial year, the Remuneration and Nomination Committee assesses actual financial performance based on the Company’s audited financial statements, and each executive’s performance against their personal KPIs to determine the value of each executive’s STI reward. The Board has 100% discretion with the STI outcome including the exercising of judgement with regard to any matter, both positive and negative, that may have occurred during the financial period and to adjust the levels of achievement accordingly. Once approved, the STI rewards are paid in the month following the release of the Company’s results to the ASX. For the 2016 financial year no deferral or clawback mechanism exists (one is proposed for 2017). 44 | Thorn Group STI outcomes for 2016 – Audited The Company reported an NPAT of $20.1m which was below the budget target. Accordingly, the financial hurdle was not reached and no incentives were paid. The General Managers are also compensated on their divisional profit and KPI targets and accordingly, where these were reached or exceeded, a portion of their potential incentive opportunity was earned. STI for 2015-16 James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Derrick Hubble Rob Price Sean Jones Total Target $ Earned % Earned $ Forfeited % Forfeited $ 165,000 60,000 75,675 26,500 31,700 67,500 64,250 57,500 0% 0% – – 99.1% 75,000 0% 0% 0% 0% 0% – – – – – 100% 100% 0.9% 100% 100% 100% 100% 100% 165,000 60,000 675 26,500 31,700 67,500 64,250 57,500 548,125 13.7% 75,000 86.3% 473,125 • Target STI for Peter Forsberg, Wendy Yip and Peter Ryan are pro-rated to reflect that they joined during the year. Peter Ryan received a $50,000 sign on bonus which is paid quarterly and reflected in the remuneration tables as other incentives and not included above. • Matt Ingram was promoted during the year so his target STI reflects the combination of his incentive as a General Manager and his incentive as Chief Operating Officer. • Peter Eaton resigned and left during the year. He was not paid an STI but was paid a $100,000 retention payment which is also reflected in the remuneration tables as other incentives. CEO and former CFO retention payments As noted in the prior year report, in the 2015 financial year, the current CEO, James Marshall, and former CFO, Peter Eaton, were paid $100,000 each as a retention payment. In the 2016 financial year, Peter Eaton was paid a further $100,000 by way of shares in the Company. No retention payment arrangements are presently in force. Long Term Incentive (LTI) The Long Term Incentive is an annual performance rights plan to which executive KMP are invited to participate at the Board’s discretion. The Company currently has three LTI plans running which share the same method but differ slightly in their hurdles and vesting criteria detailed in the table below. All of the 2012, 2014, and 2015 plans were granted in the form of performance rights directly linked to the performance of the Company, the returns generated, and relative increases in shareholder wealth. This structure was used to ensure appropriate alignment to shareholder value over a specified timeframe. Annual Report 2016 | 45 DIRECTORS’ REPORT The following table sets out the key features of the plans with specific references to each of the 2012, 2014 and 2015 plans where they differ. Features Description Instrument Performance rights being a right to receive a share subject to performance and vesting conditions. Purpose To motivate executives to achieve the long term performance targets. Opportunity CEO Other KMP 50% of fixed remuneration 30-50% of fixed remuneration The number of performance rights issued is determined by dividing the dollar opportunity by the prevailing share price of the Company at the date of issue. No dividends are paid or accrued on unvested awards. Gateway hurdles of the grants across relevant measurement periods are as follows: Dividends or share issues Gateway Hurdle Plan 2012 2014 2015 Gateway 20.0% Return on capital employed 18.5% Return on equity 16.0% Return on equity The hurdle has differed with each LTI grant as the Company has sought to diversify its business segments into new areas with different capital return expectations. The Board reserve the right to amend the hurdle at its discretion but has not done so in the 2016 year. Performance Hurdle The company’s relative Total Shareholder Return (“RTSR”) performance is measured against a comparator group of ASX listed companies (available on the website at www.thorn.com.au). RTSR was selected as an objective indicator of shareholder wealth criterion as it includes share price growth, dividends and other capital adjustments. Thorn Group Limited’s TSR Ranking < 50th percentile 50th percentile 90th percentile or greater Percentage of Performance Rights subject to TSR condition that qualify for vesting 0% 50% 100% Performance between the 50th and 90th percentile is assessed on a straight line basis. Performance period and vesting Dates • 2012: 1/3 of the grant is tested at 3 years (31 March 2015), 1/3 at 4 years (31 March 2016), and 1/3 at 5 years (31 March 2017). Earlier tranches which fail can be re-tested up until December 2017. Vesting dates are 1 June of the respective years. • 2014: 3 years (1 April 2014 to 31 March 2017). Vesting date is 1 June 2017. • 2015: 3 years (1 April 2015 to 31 March 2018). Vesting date is 1 June 2018. Assessment, approval and payment At the end of each performance period, the Remuneration and Nomination Committee assesses the relevant performance measures and determines the extent to which the awards should vest. Payment is made by the issuing or transfer of shares. Change of control Termination If a change of control occurs prior to the vesting of an award, then the Board may determine in its absolute discretion whether all or some of a participant’s unvested award vest, lapse, is forfeited, or continues. Unvested performance rights will lapse if performance conditions are not met. Performance rights will be forfeited on cessation of employment unless the Board determines at its absolute discretion otherwise. Clawback provisions There are no specific provisions providing the capacity to clawback a component of remuneration in the event of a matter of significant concern. 46 | Thorn Group Calculation of the value of performance rights in the remuneration tables The value of performance rights issued to executives and included in the remuneration tables is a mathematical model calculation designed to show an intrinsic value. This is necessary to show the benefit attributable to the KMP in the year of issue but before that benefit is actually received by the KMP. The number of performance rights to be issued is derived from the relevant percentage of the executive’s salary at the time of the grant divided by the share price at that time. This number of performance rights is then input into a Monte Carlo simulation model by an independent expert and which works out the intrinsic value of the performance rights using the expected volatility of the shares, the time period to testing date, and a number of other monetary factors as set out in the table below. The end result is an intrinsic value for each of the performance rights which is recorded in the books of the Company by allocating the expense to each reporting period evenly over the period from grant date to the vesting date. The table below outlines the factors and assumptions used in determining the fair value of performance rights at grant date. Grant date Initial Test date Fair Value Per Performance Right Expiry Date Exercise Price Price of Shares on Grant Date Expected Volatility Risk Free Interest Rate Dividend Yield 7 Dec 2012 1 Jun 2015 31 Dec 2017 7 Dec 2012 7 Dec 2012 1 Jul 2014 1 Jun 2016 31 Dec 2017 1 Jun 2017 31 Dec 2017 1 Jun 2017 31 Jul 2017 31 Oct 2015 1 Jun 2018 31 Jul 2018 $1.40 $1.28 $1.15 $1.24 $0.81 Nil Nil Nil Nil Nil $1.91 $1.91 $1.91 $2.17 $2.12 32.0% 32.0% 32.0% 28.0% 31.0% 2.7% 2.7% 2.7% 2.7% 1.8% 6.0% 6.0% 6.0% 5.0% 6.4% Long term incentive outcomes for 2016 The second tranche of the 2012 LTI award was tested on 1 June 2015. The ROCE hurdle was achieved and, based on the RTSR performance, the award vested at a rate of 63% of the opportunity. James Marshall and Peter Eaton each received 39,873 shares in the Company from their potential 63,291 award thus causing 23,418 performance share rights to be carried forward. Performance rights granted as compensation in the year Performance Rights Granted Financial Year in Which Grants Vest Values Yet to Vest $ Number Date (ended 31 March) Min (a) Max (b) 103,695 31 October 2015 72,257 30,271 56,692 61,934 30,575 28,987 26,018 31 October 2015 31 October 2015 31 October 2015 31 October 2015 31 October 2015 31 October 2015 31 October 2015 2019 2019 2019 2019 2019 2019 2019 2019 Nil Nil Nil Nil Nil Nil Nil Nil 219,833 153,185 64,175 120,187 131,300 64,819 61,452 55,158 James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Derrick Hubble Rob Price Sean Jones (a) 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. (b) The maximum value of the performance rights yet to vest is not accurately 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. However, for the purposes of this disclosure the value of the shares at award grant date has been used along with assumption of full 100% vesting to calculate a theoretical maximum value. Annual Report 2016 | 47 DIRECTORS’ REPORT 5. ALIGNMENT BETWEEN REMUNERATION AND PERFORMANCE – AUDITED 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. Year ending 31 March Net Profit After Tax (AUD millions) Earnings per share (cents) Dividends per share (cents) Share price at year end ($) Return on capital employed % Return on equity % 2016 20.1 13.1 11.5 1.82 11.1 10.4 2015 30.6 20.3 11.75 2.67 18.5 16.9 2014 2013 2012 28.2 18.9 10.5 2.15 21.8 17.2 28.0 19.1 10.0 2.06 24.8 19.0 27.8 19.2 8.9 1.57 30.3 23.7 Return on capital employed is calculated as EBIT divided by average capital employed (net debt plus book equity). Return on equity is calculated as NPAT divided by the average book equity. 6. SERVICE CONTRACTS FOR EXECUTIVE KMP – AUDITED The present contractual arrangements with executive KMPs are: Component Contract duration Notice by individual or company Termination without cause Termination with cause CEO Ongoing 6 months Senior executives Ongoing Range between 3 and 6 months Entitlement to pro-rata STI for the year. Unvested LTI is forfeited unless the board decide at its absolute discretion otherwise. Board has discretion to award a greater or lesser amount. STI is not awarded and all unvested LTI will lapse Vested and exercised LTI can be exercised within a period of 30 days from termination Different contractual terms apply to the following individuals: • Peter Ryan received a sign on bonus of $50,000 payable in 4 instalments of $12,500 • Peter Ryan is entitled to 6 weeks annual leave in his first year of service. 48 | Thorn Group 7. OTHER STATUTORY DISCLOSURES – AUDITED LTI Performance rights available for vesting Details of the performance rights available for vesting are detailed below: Initial Grant Number Date Financial Years in Which Grant Vests (ending 31 March) Remaining Unvested Values Yet to Vest $ 2016 Movements on original grant Number Min (a) Max (b) Vested Forfeited Unvested James Marshall 63,291 7 Dec 2012 2015-2018 63,291 7 Dec 2012 2016-2018 63,291 7 Dec 2012 2017-2018 66,556 1 July 2014 103,695 31 Oct 2015 2018 2019 Peter Eaton 63,291 7 Dec 2012 2015-2018 63,291 7 Dec 2012 2016-2018 63,291 7 Dec 2012 2017-2018 34,425 1 July 2014 Peter Forsberg 72,257 31 Oct 2015 Matt Ingram 34,150 1 July 2014 30,271 31 Oct 2015 Wendy Yip 56,692 31 Oct 2015 Peter Ryan 61,934 31 Oct 2015 Derrick Hubble 34,425 1 July 2014 30,575 31 Oct 2015 Rob Price 28,987 31 Oct 2015 Sean Jones 27,540 1 July 2014 26,018 31 Oct 2015 2018 2019 2018 2019 2019 2019 2018 2019 2019 2018 2019 23,418 63,291 63,291 66,556 103,695 – – – – 72,257 34,150 30,271 56,692 61,934 34,425 30,575 28,987 27,540 26,018 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil 44,728 120,886 120,886 144,427 219,833 Nil Nil Nil Nil 153,185 74,106 64,175 120,187 131,300 74,702 64,819 61,452 59,762 55,158 63% – – – – 63% – – – – – – – – – – – – – – – – – – 37% 100% 100% 100% – – – – – – – – – – 37% 100% 100% 100% 100% – – – – 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% (a) 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. (b) The maximum value of the performance rights yet to vest is not accurately 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. However, for the purposes of this disclosure the value of the shares at award grant date has been used along with assumption of full 100% vesting to calculate a theoretical maximum value. Annual Report 2016 | 49 DIRECTORS’ REPORT 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: James Marshall Peter Forsberg Peter Eaton Matt Ingram Wendy Yip Peter Ryan Derrick Hubble Rob Price Sean Jones Held at 1 April 2015 Granted as Compensation Vested during the year Lapsed Held at 31 March 2016 256,429 – 224,298 34,150 – – 34,425 – 27,540 103,695 72,257 (39,873) – – – – (39,873) (184,425) 30,271 56,692 61,934 30,575 28,987 26,018 – – – – – – – – – – – – 320,251 72,257 – 64,421 56,692 61,934 65,000 28,987 53,558 Shareholdings of the Directors and Executive KMP 2016 Name Joycelyn Morton Stephen Kulmar Peter Henley David Foster Andrew Stevens James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Peter Eaton (i) Derrick Hubble Rob Price Sean Jones Balance at the start of the year Received on vesting of incentives Other changes (bought and sold) Balance at the end of the year 62,018 60,000 71,499 21,490 – – – – – – 131,085 39,873 – – – – – – – – 23,768 8,000 – 5,480 15,000 4,096 10,000 – – – 85,786 68,000 71,499 26,970 15,000 175,054 10,000 – – – 367,435 78,380 (33,000) 412,815 – 1,000 – – – – – – – – 1,000 – (i) The closing balance of shares represents the end of Mr Eaton’s service period being 24 July 2015. Other transactions with Directors or Executive KMP There were no loans made or outstanding to Directors or executive KMP during or at the end of the year. A director, Stephen Kulmar, is the founder of a retail consultancy, Retail Oasis, which has the Company as one of its clients. During the year, the Company engaged Retail Oasis for strategy and marketing consultancy work. The billings received and accrued on the account for the year ended 31 March 2016 were $239,197. They were on normal commercial terms and conditions. An executive, Peter Ryan, was a partner at the law firm Dibbs Barker prior to joining the Company. The Company engaged Dibbs Barker to provide legal services on various matters. The billings received and accrued on the account were $258,584 and were on normal commercial terms and conditions. As a partner, Peter would have received a share of the partnership income which would have included fees earned on services provided to the Company. Since joining the Company, Peter Ryan is no longer a partner, engaged in any capacity, or derives any income from Dibbs Barker. 50 | Thorn Group SUBSEQUENT EVENTS Other than the closure of the TFS consumer finance business unit announced on 27 April 2016 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. CONTINGENT LIABILITY Thorn’s consumer leasing division has been engaging with ASIC on matters pertaining to its customer credit refunds, its serviceability model and the appropriate and necessary extent of verification of items of customer income and expenditure. In connection with that engagement, Thorn has been assisting ASIC in an investigation which ASIC has been undertaking into Thorn’s compliance with the responsible lending obligations pertaining to consumer leases under the National Consumer Credit Protection Act 2009. ASIC has informed Thorn that it is concerned about possible breaches of Thorn’s responsible lending obligations in respect of consumer leases entered into in the period 1 January 2012 to 1 May 2015. ASIC’s investigation is ongoing and Thorn is obtaining advice and considering its position in relation to ASIC’s concerns. There are a number of potential outcomes from this engagement with ASIC, one of which is the imposition of penalties, but the outcome is not certain at this stage and accordingly Thorn has not taken up any provision in its balance sheet other than the liability for customer credit refunds and associated matters which was explained at the half year. Refunds to customers have been made and continue to be made as those customers affected are contacted and their address or banking details obtained to enable the refund. LIKELY DEVELOPMENTS For further information about likely developments in the operations of the consolidated entity and the expected results of those operations in future financial years, please refer to the Operating and Financial Review. UNISSUED SHARES UNDER OPTIONS At the date of this report there are no unissued ordinary shares of the Company under option. 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 $44,187 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. 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 • 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 21. ROUNDING OF FINANCIAL AMOUNTS 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. AUDITOR’S INDEPENDENCE DECLARATION The Auditor’s independence declaration is set out on page 57 and forms part of the directors’ report for financial year ended 31 March 2016. This report is made in accordance with a resolution of the directors: Joycelyn Morton Chair Dated at Sydney 25 May 2016 Annual Report 2016 | 51 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. 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, management information system, legal and compliance frameworks. It is also responsible for approving and monitoring financial, regulatory 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. The Company Secretary is accountable to the Board, through the Chair of the Board, on all matters relating to the proper functioning of the Board. 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, an enterprise risk management framework 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 in the directors’ 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). 52 | Thorn Group 4. is not a material supplier or customer of the Company or Legal/Regulatory Policy/Risk Management 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. 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; 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 (refer Note 20). Applying these criteria, the Board is satisfied that Joycelyn Morton, Stephen Kulmar, Peter Henley, David Foster and Andrew Stevens 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. BOARD SKILLS MATRIX The Directors have been appointed by assessing their range of personal and professional experiences, skills and expertise. The Board seeks to achieve an appropriate mix of skills, diversity and tenures, including a significant understanding of the sectors in which Thorn operates, as well as corporate management and operational, financial and regulatory matters. The Directors contribute the skills and experience in the following categories, identified for Thorn as important to drive shareholder value: Category of skills and experience [Number of Directors – 5 Non-Executive Directors and 1 Executive Director] Number of Directors with strong skills in this category Board & Governance Operations Management Financial Acumen eg Accounting, Finance, Capital Management, Debt funding, M & A Financial Services HR Management/Remuneration eg Culture, Diversity, Talent Information Technology Retail eg Market Customer Relations Management eg Customer, Data, Insights Strategy 2 3 2 2 2 2 2 2 4 The Board Skills Matrix has been developed on the basis of identifying the most important values that each Director believes he/she specifically contributes to the Board. On a collective basis, the Directors have the range of skills, knowledge and experience necessary to direct the Company. The core strengths are seen as being in Strategy and in Operations Management. In all categories, the Directors have experience and a reasonable level of knowledge to be able to contribute to the Board on a broad range of matters. The categories of Information Technology and Board and Governance are covered with an adequate level of skills and each of these categories has one Director who has specifically focused experience. Annual Report 2016 | 53 CORPORATE GOVERNANCE STATEMENT 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: • Stephen Kulmar (Chairperson) – Independent, Non-Executive • Joycelyn Morton – Independent, Non-Executive • Peter Henley – Independent, Non-Executive • David Foster – Independent, Non-Executive • Andrew Stevens – Independent, Non-Executive (appointed 1 June 2015) The Managing Director, James Marshall, 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 himself. The performance of the directors were evaluated during the 2015-2016 financial year. 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 was engaged during the financial year by the Board to assist in the recruitment of a Non-Executive Director. Fees of $80,000 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 four times during the year and Committee members’ attendance record is disclosed in the table of directors’ meetings. 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 risk management and 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: • David Foster (Chairperson) – Independent, Non-Executive • Joycelyn Morton – Independent, Non-Executive • Peter Henley – Independent, Non-Executive • Stephen Kulmar – Independent, Non-Executive • Andrew Stevens – Independent, Non-Executive (appointed 1 June 2015) The General Counsel, who is also acting as the Company Secretary, acts as Secretary to the Committee. The internal and external auditors, the Managing Director, the Chief Financial Officer, the Chief Risk Officer and the General Counsel 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 in the directors’ report. The external auditor met with the Audit, Risk and Compliance Committee six times 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 2016 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. 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; • review and assess the enterprise risk management framework on an annual basis; • assessing the performance and objectivity of the internal audit function; • establishing procedures for selecting, appointing and if necessary, removing the external auditor or internal audit co- sourcing provider; 54 | Thorn Group • 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. RISK MANAGEMENT Oversight of the Risk Management Framework The Board oversees the establishment, implementation and review of the Company’s Risk Management Framework. Management has established and implemented the Risk Management Framework for assessing, monitoring and managing material business risks, for the consolidated entity. The Chief Risk Officer is responsible for Thorn’s Risk, Compliance and Internal Audit function. The Board Audit, Risk and Compliance Committee had reviewed Thorn’s risk management framework on an annual basis. A review took place during the FY 2015-2016 and it is satisfied that it continues to be sound. Risk Profile Thorn’s Chief Risk Officer provides the risk profile on a six monthly basis to the Audit, Risk and Compliance Committee that outlines the material business risks to Thorn. 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 include credit risk, operational risks (including workplace health and safety and sustainability risks), financial risks (foreign exchange and interest rate movements, liquidity and capital), strategic risk, legal and compliance risks and regulatory risk. 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. 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. Economic, Environmental and social sustainability risks 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. There is no material exposure to economic, environmental and social sustainability risks. Internal Audit The internal audit function assists 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. During the year the internal audit function was upgraded with the appointment of a new internal audit manager and established a co-sourced internal audit partner. 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. These policies are available on the Company’s website. Annual Report 2016 | 55 CORPORATE GOVERNANCE STATEMENT 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 20 to the financial statements. Code of Conduct and Whistleblower Policy 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. 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 policy is reproduced in full on the Company’s website. The consolidated entity’s diversity performance is as follows: Gender Representation 2016 Male 2016 Female 2015 Male 2015 Female Board Representation 83% 17% 83% 17% Key Management Personnel Representation Group Representation 80% 53% 20% 47% 100% – 53% 47% 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; • 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. 56 | Thorn Group ABCD LEAD AUDITOR’S INDEPENDENCE DECLARATION Independent auditor’s report to the members of SG Fleet Group Limited Report on the financial report To: the directors of Thorn Group Limited LEAD AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 We have audited the accompanying financial report of SG Fleet Group Limited (the Company), which comprises the consolidated statement of financial position as at 30 June 2014, and consolidated statement of profit and loss and comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the period ended on that date, notes 1 to 39 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company and the entities it controlled at the period’s end or from time to time during the financial period. I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 31 March 2016 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 Directors’ responsibility for the financial report (ii) no contraventions of any applicable code of professional conduct in relation to the audit. 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 2, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. KPMG Auditor’s responsibility Anthony Travers Partner 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. Sydney 25 May 2016 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 of the financial report that gives a true and fair view 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, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 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. Annual Report 2016 | 57 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2016 $’000 AUD Revenue Finance lease cost of sales Employee benefit expense Impairment losses on loans and receivables Marketing expenses Property expenses Transport expenses Communication & IT expenses Travel expenses Other operating expenses Depreciation and amortisation Impairment of intangibles Total operating expenses Earnings before Interest and Tax (“EBIT”) Finance expenses Profit before income tax Income tax expense Profit after tax for the year Other comprehensive income – items that may be reclassified subsequently to profit or loss Movement in fair value of cash flow hedge Total comprehensive income Basic earnings per share (cents) Diluted earnings per share (cents) Notes 2016 2015 3 303,999 293,702 (75,115) (59,431) (31,467) (14,727) (10,711) (5,925) (6,372) (1,925) (27,372) (25,301) (6,672) (71,703) (53,853) (27,598) (12,993) (9,923) (6,905) (5,372) (1,586) (22,451) (32,481) – (265,018) (244,865) 38,981 (6,512) 32,469 (12,410) 20,059 48,837 (4,174) 44,663 (14,070) 30,593 107 (134) 20,166 30,459 13.1 13.1 20.3 20.3 19 9 14 14 The consolidated statement of comprehensive income is to be read in conjunction with the accompanying notes. 58 | Thorn Group CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2016 $’000 AUD Assets Cash and cash equivalents Trade and other receivables Income tax receivable 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 payables Other payables Borrowings Employee benefits Provisions Total current liabilities Borrowings Deferred tax liabilities Employee benefits Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity Notes 2016 2015 4 4 10 6 8 12 12 10 14,049 147,914 5,363 167,326 231,562 – 3,244 18,238 25,524 278,568 445,894 18,544 22,941 39,091 5,584 990 87,150 158,782 1,344 375 710 161,211 248,361 197,533 13,856 124,601 1,379 139,836 163,223 1,503 3,957 33,215 34,733 236,631 376,467 19,291 14,582 19,778 7,058 719 61,428 124,195 – 395 961 125,551 186,979 189,488 109,854 103,446 3,188 84,491 2,989 83,053 197,533 189,488 The consolidated statement of financial position is to be read in conjunction with the accompanying notes. Annual Report 2016 | 59 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2016 $’000 AUD Balance at 1 April 2014 Net profit for the year Other comprehensive income Issue of shares under dividend reinvestment plan Share based payments transactions Dividends to shareholders Balance at 31 March 2015 Balance at 1 April 2015 Net profit for the year Other comprehensive income Issue of shares under dividend reinvestment plan Share based payments transactions Dividends to shareholders Balance at 31 March 2016 Share capital Reserves Retained earnings Total equity 99,060 – – 4,386 – – 103,446 103,446 – – 6,408 – – 2,851 – (134) – 272 – 2,989 2,989 – 107 – 92 – 69,709 30,593 – – – (17,249) 83,053 83,053 20,059 – – – 171,620 30,593 (134) 4,386 272 (17,249) 189,488 189,488 20,059 107 6,408 92 (18,621) (18,621) 109,854 3,188 84,491 197,533 The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes. 60 | Thorn Group CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2016 $’000 AUD Cash flows from operating activities Cash receipts from customers Cash paid to suppliers, employees and advanced to customers Cash generated from operations Net borrowing costs Income tax paid Net cash from operating activities Cash flows from investing activities Proceeds from sale of assets Acquisition of rental assets Commercial finance originations Acquisition of property, plant and equipment and software Acquisition of subsidiary 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 increase (decrease) in cash and cash equivalents Cash and cash equivalents at April 1 Cash and cash equivalents at 31 March Note 2016 2015 694,002 395,411 (546,128) (267,538) 147,874 (6,512) (13,548) 127,873 (4,250) (20,730) 127,814 102,893 603 (76,225) (91,743) (1,942) – 3,437 (78,550) (61,527) (2,132) (43,272) (169,307) (182,044) 94,327 (40,428) (12,213) 41,686 193 13,856 14,049 128,239 (24,763) (12,862) 90,614 11,463 2,393 13,856 The consolidated statement of cash flows is to be read in conjunction with the accompanying notes. Annual Report 2016 | 61 CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2016 CASH AND CASH EQUIVALENTS $’000 AUD Bank balances Call deposits Cash and cash equivalents 2016 2015 13,936 113 14,049 13,746 110 13,856 Included in cash are amounts of $3,941,000 (2015: $3,014,000) which are held as part of the consolidated entity’s funding arrangements that are not available to the consolidated entity. This cash is held within the funding warehouse trust and as such is under the control of the Trustee. Free cash is therefore $10,108,000 (2015: $10,842,000). RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES $’000 AUD Cash flows from operating activities Profit for the period Adjustments for: Depreciation and amortisation Equity settled transactions Acquisition Costs Transfer of rental assets to/from finance leases Business Finance settlements 2016 2015 20,059 30,593 31,973 92 – 70,625 91,743 32,481 272 2,246 67,075 61,527 Operating profit before changes in working capital and provisions 214,492 194,194 Changes in working capital and provisions, net of the effects of the Purchase of subsidiaries (Increase) in trade and other receivables (Increase)/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 (91,652) (90,340) 2,847 (3,984) 7,612 (1,501) 1,757 (8,418) 4,785 915 127,814 102,893 The consolidated statement of cash flows is to be read in conjunction with the accompanying notes. 62 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2016 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 2016 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, the provision of loans, commercial 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 25 May 2016. (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. 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. See note 8. (ii) Impairment of goodwill. See note 8. (iii) Rent Try$1 Buy asset depreciation. See note 6. (iv) Impairment of receivables. See note 11. (v) Purchased debt ledgers (PDL). See note 7. The notes include information which is required to understand the financial statements and is material and relevant to the operations, financial position and performance of the Group. Information is considered material and relevant if: The amount is significant because of its size or nature; (i) It is important for understanding the results of the Group or changes in the Group’s business; and (ii) It relates to an aspect of the Group’s operations that is important to its future operations. Accounting policies have been included within the underlying notes with which they relate where possible. The balance of accounting policies are detailed below: (c) Cost of Sales Finance lease costs of sales comprise the cost of the item sold less any accumulated depreciation. 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. (d) 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. 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. (e) 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. Annual Report 2016 | 63 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. (f) 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. 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. (g) Changes in Accounting Policy All new Accounting Standards and Interpretations applicable to annual reporting periods commencing on or before 1 April 2015 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. (h) 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 standard and amendments for the reporting periods beginning on the operative dates set out below. The financial impact of applying these new standards is yet to be determined. The consolidated entity does not plan to adopt these standards early. • 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 2018 financial statements, are not expected to have a significant impact on the financial statements. • IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including IAS 18 Revenue, and IFRIC 13 Customer Loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2017, with early adoption permitted. The Group is assessing the potential financial impact resulting from the application of IFRS 15. • IFRS 16 Leases removes the lease classification test and requires all leases (including operating leases) to be brought onto the balance sheet. The definition of a lease is also amended and is now the new on/off balance sheet test for lessees. IFRS 16 is effective for annual reporting periods beginning on or after 1 January 2019. Early adoption will be permitted for entities that also adopt IFRS 15 Revenue from contracts with customers. The Group is assessing the potential impact on its financial statements resulting from the application of IFRS 16. 64 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 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 which leases household products, the Business Finance division which provides financial products to small and medium enterprises including equipment leasing, trade finance and invoice discounting, the Receivables Management division which provides receivables management, debt recovery, credit information services, debt purchasing and other financial services and the Consumer Finance division which provides 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. 2016 $’000 AUD Segment revenue Operating expenses EBITDA Depreciation, amortisation and impairment (i) EBIT Finance expenses Profit before tax Segment assets Segment liabilities Consumer Leasing Business Finance Receivables Management Consumer Finance Corporate Consolidated 245,701 (173,375) 72,326 (22,602) 49,724 – 30,525 (16,311) 14,214 (190) 14,024 – 49,724 14,024 163,320 (41,989) 176,058 (5,889) 14,654 (12,994) 1,660 (306) 1,354 – 1,354 23,595 (2,612) 13,119 (14,238) (1,119) – 303,999 (16,127) (233,045) (16,127) 70,954 (444) (8,431) (1,563) (24,558) – (6,512) (1,563) (31,070) (31,973) 38,981 (6,512) 32,469 33,615 49,396 445,894 – (197,871) (248,361) (i) Corporate depreciation, amortisation and impairment includes the impairment of NCML goodwill of $6.7m. 2015 $’000 AUD Segment revenue Operating expenses EBITDA Depreciation, amortisation and impairment EBIT Finance expense Profit before tax Segment assets Segment liabilities Consumer Leasing 246,169 (162,622) 83,547 (28,673) 54,874 – 54,874 133,215 (36,427) Business Finance Receivables Management Consumer Finance Corporate Consolidated 15,046 (8,056) 6,990 (184) 6,806 – 6,806 124,031 (4,628) 18,727 (16,132) 2,595 (336) 2,259 – 2,259 22,959 (1,951) 13,760 (12,388) – 293,702 (13,186) (212,384) 1,372 (13,186) 81,318 (125) 1,247 – (3,163) (16,349) (4,174) 1,247 (20,523) (32,481) 48,837 (4,174) 44,663 39,566 56,696 376,467 – (143,973) (186,979) Annual Report 2016 | 65 3. REVENUE $’000 AUD Operating leases Finance lease sales Interest Collection revenue PDL revenue Other commercial revenue Other income and fees 2016 2015 67,548 103,434 103,964 10,644 4,427 13,823 159 95,012 97,173 77,159 14,737 4,492 4,289 840 303,999 293,702 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: • 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. • 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. • 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. • Revenue from collection services rendered is recognised upon delivery of the services to the customers. • Revenue from PDL’s 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. • The models used to value PDL cashflows were reassessed at year end. This reassessment resulted in a change in value of the PDL book and a $1.2m write down which is recorded against PDL revenue in the final quarter. • Other commercial revenue represents fees derived from invoice discounting transactions performed by the CRA business and is recognised on an accrual basis. 4. TRADE AND OTHER RECEIVABLES $’000 AUD Current Trade receivables Finance lease receivables Other commercial receivables Loan receivables Purchased debt ledgers Lease deposits Other receivables and prepayments Non-current Finance lease receivables Loan receivables Purchased debt ledgers 66 | Thorn Group 2016 2015 3,776 63,256 41,592 23,464 7,184 616 8,026 2,985 45,111 34,725 24,020 5,852 554 11,354 147,914 124,601 204,718 137,630 14,482 12,362 17,036 8,557 231,562 163,223 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 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 receivables, other commercial receivables, loan receivables and other receivables and prepayments are stated at their amortised cost less impairment losses, with the exception of PDL’s which are designated at fair value. Detailed information on PDL’s is disclosed in Note 7. The consolidated entity’s exposure to credit risk and impairment losses related to trade and other receivables are disclosed in Note 11. 5. LEASES Finance leases as lessor The consolidated entity has finance lease, hire purchase agreements 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 receipts under non-cancellable finance leases are as follows: $’000 AUD Lease receivables – less than one year Lease receivables – between one and five years Total Lease receivables Unearned interest income on finance leases – less than one year Unearned interest income on finance leases – between one and five years Total unearned interest income on finance leases Impairment provisioning – consumer leases Net Lease receivables Operating leases as lessor The consolidated entity leases out its rental assets under operating leases. The future minimum lease receipts under non-cancellable operating leases are as follows: $’000 AUD Less than one year Between one and five years Operating leases as lessee Non-cancellable operating lease rentals are payable as follows: $’000 AUD Less than one year Between one and five years 2016 2015 175,373 283,653 128,015 197,492 459,026 325,507 (85,855) (78,949) (63,125) (59,908) (164,804) (123,033) (26,248) 267,974 (19,733) 182,741 2016 2015 4,859 1,093 5,952 10,789 2,741 13,530 2016 2015 5,887 6,933 7,658 8,296 12,820 15,954 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 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. 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. Operating lease rental expenditure for the year ended 31 March 2016 was $11,285,000 (2015: $9,923,000). Annual Report 2016 | 67 6. RENTAL ASSETS $’000 AUD Opening balance Acquisitions Disposals Depreciation Transfers to finance leases Transfers from finance leases 2016 2015 33,215 76,255 (1,978) (19,871) (76,375) 6,992 52,644 78,550 (4,380) (27,469) (72,330) 6,200 18,238 33,215 Recognition and Measurement Rental assets represent purchased consumer goods held in store or delivered to end customers and earning revenue via operating lease arrangements. These 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. 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® operating leases 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. 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 recognised net within revenue in the profit or loss. 7. 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: $’000 AUD At the beginning of the year Net additions Collections Revenue (i) At the end of the year 2016 14,409 11,981 (11,271) 4,427 19,546 2015 8,874 12,473 (11,429) 4,491 14,409 (i) The models used to value PDL cashflows were reassessed at year end. This reassessment resulted in a change in value of the PDL book and a $1.2m write down was recorded against PDL revenue in the final quarter. PDLs are classified as follows: $’000 AUD Less than one year Between one and five years At the end of the year 2016 7,184 12,362 2015 5,852 8,557 19,546 14,409 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. 68 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 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 Based on the effective interest rate for each PDL recognised at the time of acquisition Forecast collections 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 $393,000 (2015: $383,000). 8. INTANGIBLE ASSETS $’000 AUD Year ended 31 March 2015 Opening net carrying amount Additions Impairment and amortisation charges for the year Closing net book amount At 31 March 2015 Cost Amortisation and Impairment Losses Net book amount Year ended 31 March 2016 Opening net carrying amount Additions Amortisation and Impairment charges for the year Closing net book amount At 31 March 2016 Cost Amortisation and Impairment Net book amount Goodwill Customer Relationships Software Total 22,276 5,054 – 27,330 34,404 (7,074) 27,330 27,330 – (6,672) 20,658 34,404 (13,746) 20,658 3,517 – (1,759) 1,758 8,797 (7,039) 1,758 1,758 – (1,758) – 8,797 (8,797) – 5,941 1,108 (1,404) 5,645 10,410 (4,765) 5,645 5,645 1,159 (1,938) 4,866 11,569 (6,703) 4,866 31,734 6,162 (3,163) 34,733 53,611 (18,878) 34,733 34,733 1,159 (10,368) 25,524 54,770 (29,246) 25,524 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. 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. Annual Report 2016 | 69 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 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. Impairment tests for Cash Generating Units (CGU) containing goodwill Valuation of goodwill and other intangibles Judgements are made with respect to identifying and valuing intangible assets on acquisition of new businesses. Impairment of goodwill Information about the assumptions and their risk factors relating to goodwill impairment is contained below. 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. The following units have significant carrying amounts of goodwill: $’000 AUD Consumer leasing Business finance Receivables management Total 2016 2015 15,604 5,054 – 15,604 5,054 6,672 20,658 27,330 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 plus a terminal value. The cash flow projections have been approved by the Board. These cash flow projections are derived from budgets submitted and approved by the board. The budget cash flow projections are based on empirical experience, industry trends and other specific expectations in the future. Key assumptions used for value-in-use calculations Consumer Leasing During the forecast period, revenue is assumed to grow at an average of 2.5% p.a. and the pre-tax discount rate is assumed at 13.85% (2015: 10.54%). A terminal value is calculated using the cash flows for year 5 of the forecast period and a long-term growth rate of 2.0%. The value in use calculation in 2016 was determined on a similar basis to the 2015 calculation. 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 Consumer Leasing CGU to exceed the recoverable amount. Business Finance Cash Resources Australia was purchased with effect 1 December 2014 and thus not tested for impairment in the year ended 31 March 2015. Goodwill of $3,247,000 was initially and provisionally established at the time of purchase and finalised to $5,054,000 during the year ended 31 March 2016. A terminal value is calculated using the cash flows for year 5 of the forecast period and a long-term growth rate of 2.0%. During the forecast period, revenue is assumed to grow at an average 7.5% and the pre-tax discount rate is assumed at 13.85%. 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 Business Finance CGU to exceed the recoverable amount. 70 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 Receivables Management Testing using a value in use method revealed the carrying amount of the CGU exceeded its recoverable amount. An impairment charge for the total value of the intangible of the CGU of $6,672,000 has been recognised in the income statement for year ended 31 March 2016. The impairment amount required the goodwill only to be written off with other assets and purchased debt ledgers still being carried at book value. The circumstances that led to this impairment included lower than expected business performance during the second half of year. This prompted a downgrade to the future outlook in terms of both growth and cash flows. Testing included a terminal value calculated using the cash flows for year 5 of the forecast period and a long-term growth rate of 2.0%. During the forecast period, revenue was assumed to grow at an average 10.9% and the pre-tax discount rate is assumed at 13.85%. 9. INCOME TAX EXPENSE Recognised in the Income Statement $’000 AUD Current tax expense Current year Adjustment for prior year Deferred tax expense Origination and reversal of temporary differences Total income tax expense in income statement Numerical reconciliation between tax expense and pre-tax accounting profit $’000 AUD Profit before tax Prima facie income tax using the domestic corporation tax rate of 30% (2015: 30%) Change in income tax expense due to: Non-deductible expenses (Over)/Under provided in prior years 2016 2015 9,543 20 2,847 12,410 12,334 (21) 1,757 14,070 2016 2015 32,469 9,741 2,649 20 44,663 13,399 692 (21) Income tax expense on pre-tax accounting profit 12,410 14,070 10. DEFERRED TAX ASSETS AND LIABILITIES Recognised Deferred Tax Assets and Liabilities $’000 AUD Rental assets Property, plant and equipment Trade, loan and other receivables Finance lease receivables Accruals Provisions PDL liability Assets Liabilities Net 2016 2015 2016 2015 2016 2015 55,504 42,194 675 2,601 – 4,391 2,131 246 310 1,721 – 2,421 1,664 156 – – – – – – 55,504 675 2,601 42,194 310 1,721 (66,892) (46,963) (66,892) (46,963) – – – – – 4,391 2,131 246 2,421 1,664 156 1,503 Tax assets/(liabilities) 65,548 48,466 (66,892) (46,963) (1,344) Annual Report 2016 | 71 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 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. 11. FINANCIAL RISK MANAGEMENT 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. 72 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 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. 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: $’000 AUD Trade receivables Consumer finance lease receivables Business finance lease receivables Other commercial receivables Loan receivables Purchased debt ledgers 2016 2015 3,776 136,047 131,927 41,592 37,946 19,546 2,985 100,151 82,590 36,532 41,056 14,409 370,834 277,723 Impairment losses Trade 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. The ageing of the consolidated entity’s trade receivables at the reporting date was: $’000 AUD Not past due Past due 0 – 30 Days Past due 31 – 180 Days Gross 2016 Impairment 2016 1,146 2,070 1,735 4,951 – (408) ( 767) Gross 2015 965 1,761 1,457 Impairment 2015 – (134) (1,064) (1,175) 4,183 (1,198) The net value of trade receivables as at 31 March 2016 was $3,776,000 (2015: $2,985,000) 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 net of provision total $136,047,000 (2015: $100,151,000) not past due. Finance lease receivables that are past due are disclosed in the trade receivables above. The provision for impairment losses as at 31 March 2016 is $22,114,000 (2015: $17,325,000). 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 book value of this collateral as at 31 March 2016 is $91,068,000 (2015: $70,359,000). Annual Report 2016 | 73 Impairment losses continued Business finance lease receivables The ageing of the consolidated entity’s commercial finance lease receivables at the reporting date was: $’000 AUD Not past due Past due 0 – 30 Days Past due 31 – 180 Days Gross 2016 Impairment 2016 Gross 2015 Impairment 2015 132,631 1,535 1,895 (2,086) (153) (1,895) 84,363 (1,773) 124 511 (124) (511) 136,061 (4,134) 84,998 (2,408) The net value of commercial finance lease receivables as at 31 March 2016 was $131,927,000 (2015: $82,590,000) Other commercial receivables The ageing of the consolidated entity’s other commercial receivables at the reporting date was: $’000 AUD Not past due Past due 0 – 30 Days Past due 31 – 180 Days Gross 2016 Impairment 2016 Gross 2015 Impairment 2015 9,136 14,256 20,225 43,617 – – (2,025) (2,025) 7,757 12,104 17,171 37,032 – – (500) (500) The net value of other commercial receivables as at 31 March 2016 was $41,592,000 (2015: $36,532,000) Loan receivables The ageing of the consolidated entity’s loan receivables at the reporting date was: $’000 AUD Not past due Past due 0 – 30 Days Past due 31 – 180 Days Gross 2016 Impairment 2016 Gross 2015 Impairment 2015 38,738 2,968 3,557 (3,463) (297) (3,557) 40,785 2,391 2,607 (1,881) (239) (2,607) 45,263 (7,317) 45,783 (4,727) The net value of loan receivables as at 31 March 2016 was $37,946,000 (2015: $41,056,000) 74 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 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 following are the contractual maturities of the consolidated entity’s financial liabilities including, where applicable, future interest payments as at 31 March 2016. 31 March 2016 $’000 AUD Secured loan facilities Trade and other payables 31 March 2015 $’000 AUD Secured loan facilities Trade and other payables Carrying Amount Contractual Cash Flows 197,873 40,151 213,603 40,151 238,024 253,754 Carrying Amount Contractual Cash Flows 143,973 32,005 175,978 158,612 32,005 190,617 1 year or less 46,479 40,151 86,630 1 year or less 25,360 32,005 57,365 1-5 years 167,124 – 167,124 1-5 years 133,252 – 133,252 5 years or more – – – 5 years or more – – – The consolidated entity’s access to financing arrangements is disclosed in Note 12. 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. Interest Rate Risk At the reporting date the interest rate profile of the consolidated entity’s interest bearing financial instruments was: $’000 AUD Financial assets Financial liabilities 2016 2015 10,108 10,842 (197,873) (143,973) 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 $1,314,000 (2015: $932,000). Annual Report 2016 | 75 Financial Instruments 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 equity, which the consolidated entity defines as net profit after tax divided by the average of opening and closing equity. The Board of Directors also monitors the level of dividends to ordinary shareholders. Refer to Note 14 for quantitative data. 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. 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. 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. 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 and an interest rate derivative. Other financial instruments including purchase debt ledgers are classified as Level 3. 12. BORROWINGS $’000 AUD Current liabilities Secured loans Non-current liabilities Secured loans 2016 2015 39,091 19,778 158,782 124,195 197,873 143,973 Borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, 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. 76 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 Financing Loan Facilities $’000 AUD Secured Loan Facility (Maturity 28 November 2017) Utilised Available headroom Secured Loan Facility (Maturity 22 January 2017) Utilised Available headroom 2016 2015 110,000 104,000 6,000 30,000 12,000 18,000 110,000 84,000 26,000 – – – Securitised warehouse facility (Maturity 16 December 2017 with a roll over on 16 December 2016) 100,000 100,000 Utilised Available headroom Total loan facilities Utilised Available headroom 81,873 18,127 240,000 197,873 42,127 59,973 40,027 210,000 143,973 66,027 Secured loan facilities noted above are secured by a fixed and floating charge over the assets of the consolidated entity. The securitised warehouse loan facility is 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. At maturity no further leases are able to be sold down into the facility and the portfolio will amortise off for as long as the underlying leases are payable. For more information about the consolidated entity’s exposure to interest rate risk and liquidity risk see note 11. 13. CAPITAL AND RESERVES Number of shares On issue at the beginning of year Issue of new shares on vesting of performance rights Issue of shares under dividend investment plan 2016 2015 151,337,839 149,494,813 – – 3,129,047 1,843,026 154,466,886 151,337,839 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. • 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. Equity Remuneration Reserve The equity remuneration reserve represents the value of performance rights issued under the Company’s long-term incentive plan. Annual Report 2016 | 77 Dividends Dividends are recognised as a liability in the period in which they are declared. Dividends recognised in the current year by the Company are: 2016 Final 2015 Interim 2016 Total amount 2015 Final 2014 Interim 2015 Total amount Cents per share Amount $’000 AUDs Franking % Date of payment 6.75 5.5 6.5 5.0 10,215 8,406 18,621 9,717 7,532 17,249 100% 16 July 2015 100% 21 January 2016 100% 17 July 2014 100% 22 January 2015 Franked dividends declared or paid during the year were franked at the tax rate of 30%. After the balance sheet date, the following dividend was proposed by the directors. Cents per share Total amount Franked % Expected date of payment Final ordinary 6.0 $9,268,013 100% 18 July 2016 The financial effect of this dividend has not yet been brought to account in the financial statements for the year ended 31 March 2016 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 $3,972,000 (2015: $4,377,987). Dividend franking account $’000 AUD 30% franking credits available to shareholders of Thorn Group Limited 2016 2015 37,625 35,733 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. Dividend Reinvestment Plan (DRP) 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. In accordance with the Company’s DRP, 3,129,047 new ordinary shares were issued during this financial year to the value of $6,408,000. 78 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 14. EARNINGS PER SHARE The consolidated entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic earnings per share 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. The calculation of basic earnings per share at 31 March 2016 was based on profit attributable to ordinary shareholders of $20,059,000 (2015: $30,593,000) and a weighted average number of ordinary shares during the year ended 31 March 2016 of 152,707,502 (2015: 150,430,487). Diluted earnings per share 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. The calculation of diluted earnings per share at 31 March 2016 was based on profit attributable to ordinary shareholders of $20,059,000 (2015: $30,593,000) and a weighted average number of ordinary shares during the year ended 31 March 2016 of 152,707,502 (2015: 150,430,487), which includes performance rights granted. Profit attributable to ordinary shareholders (basic) $’000 AUD Profit attributable to ordinary shareholders (basic and diluted) 20,059 30,593 2016 2015 Weighted average number of ordinary shares (basic) ‘000’s Issued ordinary shares at 1 April Effect of shares issued Weighted average number of ordinary shares for the year Weighted average number of ordinary shares (diluted) ‘000’s Issued ordinary shares at 1 April Effect of shares issued Weighted average number of ordinary shares for the year Earnings per share Basic earnings per share (cents) Diluted earnings per share (cents) 151,338 1,370 152,708 149,495 935 150,430 151,338 1,370 152,708 149,495 935 150,430 13.1 13.1 20.3 20.3 Annual Report 2016 | 79 Country of Incorporation Ownership interest 2016 2015 Australia Australia 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% 100% 100% 100% 100% 100% 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. 15. 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 (Greater Western Asset Management) Hudson Legal Pty Ltd Thorn ABS Warehouse Trust No. 1 Cash Resources Australia Pty Ltd Cash Resources Australia Trust 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. 80 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 16. 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 15 (excluding Thorn ABS Warehouse Trust No. 1). 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 2016, 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 Trust No. 1. Excluding the Thorn ABS Warehouse Trust No. 1, cash and cash equivalents would decrease by $3,941,000 and trade and other payables would decrease by $3,941,000. 17. PARENT ENTITY DISCLOSURES As at, and throughout, the financial year ending 31 March 2016 the parent entity of the consolidated entity was Thorn Group Limited. $’000 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 Share capital Equity remuneration reserve Total Equity 2016 2015 18,621 107 18,728 5,363 119,749 5,363 6,707 17,249 (134) 17,115 1,379 107,814 1,379 1,379 109,854 103,446 3,188 2,989 113,042 106,435 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 16. Annual Report 2016 | 81 18. ACQUISITION OF SUBSIDIARY During the 2015 financial year the Group acquired the trade and assets of the following entities: Date of acquisition 1 December 2014 1 December 2014 (i) Acquisition of business assets Entity Purchased Cash Resources Australia Pty Ltd Cash Resources Australia Trust % Acquired 100% (i) 100% (i) In the financial report for the year ended 31 March 2015 Goodwill of $3,247,000 was established using provisional assessments for fair value of net assets acquired. Subsequent to the purchase the fair value of net assets was revised recognising impairment of trade receivables for conditions that existed at the time of purchase. Details of the fair value of the assets acquired were as follows: $’000 AUD (a) Purchase consideration Cash paid to date, Less cash acquired Net cash payment Less acquisition costs Net purchase consideration Fair value of net identifiable assets acquired (b) Goodwill (b) Assets and liabilities acquired The assets and liabilities arising from the acquisition are as follows: Trade and other receivables Property, plant and equipment Creditors and employee benefits provision Fair value of net identifiable assets and liabilities acquired Final Provisional 45,609 (2,337) 43,272 (2,246) 41,026 45,609 (2,337) 43,272 (2,246) 41,026 (35,972) (37,779) 5,054 3,247 39,488 355 (3,871) 35,972 41,295 355 (3,871) 37,779 The fair value of identifiable assets and liabilities of CRA approximated their carrying values at the date of acquisition. The accounting for the above acquisition was provisional as at 31 March 2015. 19. EMPLOYMENT BENEFITS EXPENSE $’000 AUD Wages and salaries Contributions to defined contribution superannuation funds Termination benefits Equity settled share-based payment transactions 2016 2015 55,024 3,953 362 92 49,679 3,561 341 272 59,431 53,853 82 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 20. RELATED PARTIES Key management personnel remuneration $’000 AUD Short-term employee benefits Post-employment benefits Long-term employee benefits Share based payments 2016 2015 2,617,605 3,070,462 174,452 36,719 116,468 157,937 333,977 225,530 2,945,244 3,787,906 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. Stephen Kulmar is a Director of Retail Oasis and Creative Oasis. During the financial year the group retained these entities in relation to brand and advertising work. The total benefit excluding GST was $263,097. This work was undertaken and invoiced on an arms length basis and there were no balances outstanding as at year end. This was reviewed by the Board and determined to be in accordance with the Company’s independence policy. No other 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. 21. AUDITORS’ REMUNERATION In whole AUD Audit services KPMG Australia: Audit and review of financial reports Compliance assurance services Acquisition related audit services Other services KPMG Australia: Taxation services – compliance and advice Transaction services Risk management advisory Risk Consulting services Other Services 2016 2015 357,000 31,500 – 368,000 31,500 45,000 388,500 444,500 82,206 144,000 124,099 77,000 68,245 495,550 198,351 60,000 – – 79,250 337,601 Annual Report 2016 | 83 22. CONTINGENT LIABILITY Thorn’s consumer leasing division has been engaging with ASIC on matters pertaining to its customer credit refunds, its serviceability model and the appropriate and necessary extent of verification of items of customer income and expenditure. In connection with that engagement, Thorn has been assisting ASIC in an investigation which ASIC has been undertaking into Thorn’s compliance with the responsible lending obligations pertaining to consumer leases under the National Consumer Credit Protection Act 2009. ASIC has informed Thorn that it is concerned about possible breaches of Thorn’s responsible lending obligations in respect of consumer leases entered into in the period 1 January 2012 to 1 May 2015. ASIC’s investigation is ongoing and Thorn is obtaining advice and considering its position in relation to ASIC’s concerns. There are a number of potential outcomes from this engagement with ASIC, one of which is the imposition of penalties, but the outcome is not certain at this stage and accordingly Thorn has not taken up any liability in its balance sheet other than the provision for customer credit refunds and associated matters which was explained at the half year. Refunds to customers have been made and continue to be made as those customers affected are contacted and their address or banking details obtained to enable the refund. 23. SUBSEQUENT EVENT – CLOSURE OF CONSUMER FINANCE BUSINESS UNIT Subsequent to the year end an announcement was made to the ASX confirming the decision to close the direct to market Consumer Loan business and liquidate the existing loan receivables book. Adjustments to the carrying values of the assets employed in that business and provisions for closure costs were recognised in the year. The total pre tax amount of these adjustments was $2.3m. 84 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2016 DIRECTORS’ DECLARATION 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 58 to 84 and the remuneration disclosures that are contained in 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 2016 and of its performance for the financial 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(a); and (c) 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 16 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 2016. Signed in accordance with a resolution of the directors. Joycelyn Morton Chair Dated at Sydney 25 May 2016 James Marshall Managing Director Annual Report 2016 | 85 ABCD INDEPENDENT AUDITOR’S REPORT Independent auditor’s report to the members of SG Fleet Group Limited Report on the financial report INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THORN GROUP LIMITED We have audited the accompanying financial report of SG Fleet Group Limited (the Company), which comprises the consolidated statement of financial position as at 30 June 2014, and consolidated statement of profit and loss and comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the period ended on that date, notes 1 to 39 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company and the entities it controlled at the period’s end or from time to time during the financial period. 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 2016, and consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 23 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report 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 Group comply with International Financial Reporting Standards. 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 2, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group 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. 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 of the financial report that gives a true and fair view 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 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, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. 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 of the financial report that gives a true and fair view 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. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 31 March 2016 and of its performance for the year ended on that date; and 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, a true and fair view which is consistent with our understanding of the Group’s (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. financial position and of its performance. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 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. 86 | Thorn Group INDEPENDENT AUDITOR’S REPORT (CONTINUED) Report on the remuneration report We have audited the Remuneration Report included in pages 38 to 50 of the Directors’ Report for the year ended 31 March 2016. 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 2016, complies with Section 300A of the Corporations Act 2001. KPMG Anthony Travers Partner Sydney 25 May 2016 Annual Report 2016 | 87 SHAREHOLDER INFORMATION DISTRIBUTION OF SHAREHOLDERS 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 – 9,999,999,999 Rounding Total UNMARKETABLE PARCELS Fully Paid Ordinary Shares (Total) as of 31 May 2016 Total Holders Units % Issued Capital 2,144 4,472 1,902 1,940 1,184,262 12,956,613 14,625,882 46,809,611 68 78,890,518 0.77 8.39 9.47 30.30 51.07 0.00 10,526 154,466,886 100.00 Minimum $ 500.00 parcel at $ 1.4550 per unit 344 643 96,846 THE NAMES OF THE SUBSTANTIAL SHAREHOLDERS LISTED IN THE COMPANY’S REGISTER AS AT 31 MAY 2016 ARE: Minimum Parcel Size Holders Units Rank Top Investors 1 2 3 Investors Mutual Limited Vinva Investment Management Limited IOOF Holdings Ltd % Issued Capital 11,771,857 9,374,916 9,173,831 7.62% 6.07% 5.94% VOTING RIGHTS The Company only has ordinary shares on issue. 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. 20 LARGEST SHAREHOLDERS – ORDINARY SHARES Rank Name Number of ordinary fully paid shares held % held of issued ordinary capital 1. 2. 3. 4. J P Morgan Nominees Australia Limited HSBC Custody Nominees (Australia) Limited RBC Investor Services Australia Nominees Pty LimitedCiticorp Nominees Pty Limited 5. National Nominees Limited 6. 7. 8. 9. BNP Paribas Noms Pty Ltd BNP Paribas Nominees Pty Ltd Citicorp Nominees Pty Limited Australian Executor Trustees Limited 10. Bentale Pty Ltd 11. Mr Jeffrey Douglas Pappin 12. Farjoy Pty Ltd 13. HSBC Custody Nominees (Australia) Limited - A/C 2 14. Mr Michael John Horn 15. Romsup Pty Ltd 16. National Nominees Limited 17. Mr Francis Maxwell Hooper 18. Dalelan Pty Limited 19. Associated World Investments Pty Limited 20. Mr Louis Pierre Ledger 88 | Thorn Group 21,298,577 14,053,493 10,671,857 6,644,007 6,029,144 3,926,717 1,837,147 1,702,815 1,083,596 653,000 500,000 437,500 411,891 358,262 338,696 320,000 316,171 297,000 290,000 282,000 13.79 9.10 6.91 4.30 3.90 2.54 1.19 1.10 0.70 0.42 0.32 0.28 0.27 0.23 0.22 0.21 0.20 0.19 0.19 0.18 CORPORATE DIRECTORY DIRECTORS Joycelyn Morton Chair James Marshall Managing Director Peter Henley Non-Executive Director Stephen Kulmar Non-Executive Director David Foster Non-Executive Director Andrew Stevens Non-Executive Director COMPANY SECRETARY Peter Ryan 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