TransGlobe Energy Corporation
Annual Report 2017

Plain-text annual report

RAISING THE BAR ANNUAL REPORT 2017 THORN ANNUAL REPORT 2017 CONTENTS 2 4 6 10 11 12 12 16 18 20 22 25 84 2017 Financial Overview Chair’s Report CEO’s Report Board of Directors Raising the Bar Leadership Team Our Strategy Our Businesses Consumer Leasing Thorn Business Finance Thorn Equipment Finance Thorn Trade & Debtor Finance Community Financial Report Corporate Directory NOTICE OF MEETING 11.00 am on Wednesday, 30 August 2017 in the KPMG Auditorium, Tower Three, International Towers Sydney, 300 Barangaroo Avenue, Sydney NSW 2000 RAISING THE BAR FROM ITS ORIGINS IN 1937, THORN HAS BECOME ONE OF AUSTRALIA’S LEADING FINANCIAL SERVICE PROVIDERS, OFFERING A BROAD RANGE OF FINANCIAL SOLUTIONS TO CONSUMER AND COMMERCIAL MARKETS. Thorn’s foundation business, Radio Rentals remains a leader in consumer leasing with over 80 outlets nationally and Rent-Try-$1 Buy® offering. Thorn’s other major pillar, Thorn Business Finance is growing fast and is now a major contributor to earnings, focusing on small and medium sized businesses with a broadening product suite. Thorn’s strategic direction over the next few years is to grow consumer leasing and business finance, the two areas of highest return, whilst pursuing product development, organic growth and potential acquisitions. We continue to raise the bar, delivering the best service, products and value to customers. Annual Report 2017 | 1 2017 FINANCIAL OVERVIEW REVENUE PROFIT AFTER TAX GROUP RECEIVABLES $299m $25.3m $493.0m UP 3.2% UP 26.2% UP 29.4% RETURN ON EQUITY EPS FULL YEAR, FULLY FRANKED DIVIDEND 12.4% 16.2¢ PER SHARE 8.0¢ PER SHARE GEARING 56.1% OPERATIONAL HIGHLIGHTS SIMPLIFIED BUSINESS MODEL STRONG INVESTMENT IN TECHNOLOGY CONTINUED GROWTH IN BUSINESS FINANCE With focus on two core businesses - consumer leasing and business finance - both generating an attractive return on capital. Refining application-to-approval process and improving the customer experience. Strong relationships with brokers and strategic partners resulting in receivables growth of 80 per cent in equipment finance, with the division now a significant contributor to group earnings diversity. 2 | Thorn Group RESULTS AND HIGHLIGHTS RESULTS AND HIGHLIGHTS REVENUE* REVENUE REVENUE REVENUE REVENUE ($m) ($m) ($m) ($m) ($m) PROFIT AFTER TAX UNDERLYING CASH NPAT UNDERLYING CASH NPAT ($m) ($m) ($m) UNDERLYING CASH NPAT ($m) UNDERLYING CASH NPAT ($m) 350 350 350 350 300 300 300 300 250 250 250 250 200 200 200 200 150 150 150 150 100 100 100 100 50 50 0 0 50 50 0 0 ’13 ’13 299 299 299 299 ’15 ’14 ’14 ’15 ’16 ’15 ’15 ’16 ’17 ’16 ’16 ’17 ’17 ’17 35 35 30 30 25 25 20 20 15 15 10 10 5 5 0 0 35 30 25 20 15 10 35 30 25 20 15 10 5 5 0 ’13 0 ’13 25.3 25.3 25.3 25.3 ’15 ’14 ’14 ’15 ’16 ’15 ’15 ’16 ’17 ’16 ’16 ’17 ’17 ’17 ’14 ’13 ’14 ’13 ’14 ’13 ’14 ’13 * Continuing business, does not include Receivables Management business GROUP RECEIVABLES ($m) GROUP RECEIVABLES (NET) GROUP RECEIVABLES (NET) GROUP RECEIVABLES (NET) GROUP RECEIVABLES (NET) 493.0 493.0 493.0 493.0 500 500 450 450 400 400 350 350 300 300 250 250 200 200 150 150 100 100 50 50 0 0 500 450 400 350 300 250 200 150 100 50 0 500 450 400 350 300 250 200 150 100 50 0 ’13 ’13 EPS & DIVIDENDS (cents) EPS & DIVIDENDS EPS & DIVIDENDS EPS & DIVIDENDS (cents) (cents) (cents) EPS & DIVIDENDS (cents) 25 25 25 25 20 20 20 20 15 15 15 15 10 10 10 10 16.2 16.2 16.2 16.2 8.0 8.0 8.0 8.0 5 5 0 0 ’17 ’17 ’15 ’14 ’14 ’15 ’16 ’15 ’15 ’16 ’17 ’16 ’16 ’17 ’14 ’13 ’13 ’14 5 5 0 0 ’13 ’13 ’13 ’14 ’14 ’15 ’15 ’16 ’16 ’17 ’14 ’13 ’16 ’15 Basic Earnings Per Share Basic Earnings Per Share ’15 ’14 ’16 ’17 ’17 ’17 Basic Earnings Per Share Dividends Per Share Basic Earnings Per Share Dividends Per Share Dividends Per Share Dividends Per Share Annual Report 2017 | 3 CHAIR’S REPORT The past two years have been challenging for the Thorn Group, particularly in dealing with issues from the past. As I mentioned in last year’s Annual Report, our strategic review identified that the two principal businesses, consumer leasing and business finance, generated good returns and offered growth potential over the longer term. Accordingly, the NCML receivables management business was sold and the TFS consumer loan division closed during the year. FINANCIAL RESULTS The financial outcomes from our business challenges are summarised in the CEO’s report. Most importantly, net profit after tax for the year to 31 March 2017 was up 26 per cent on the previous year to $25.3 million and after significant items in both years, adjusted net profit after tax was up 3.6 per cent to $31.4 million. STRATEGY We are very confident about our two businesses, consumer leasing and business finance, supported by skills and systems in credit assessment. We believe Thorn now has an industry leading credit assessment system which ensures high standards in responsible lending. Both businesses are profitable and have distinctive industry positioning. For the past two years, business finance has been growing at a faster rate than consumer leasing. Thorn’s strategy is to foster the growth of both these businesses by ensuring the best structural support as well as considering expansion opportunities which may arise from industry adjustment in consumer leasing and network expansion in business finance. The Board considers both businesses have positive prospects, while Radio Rentals faces some short term challenges due, in part, to changes in the regulatory environment. BOARD The Board restructure over the last couple of years has resulted in a strong, diversified and highly qualified Board, with skills across management, finance, strategy, law, retail and marketing. All directors have been actively involved in the difficult issues addressed during the year. RESIGNATION OF MANAGING DIRECTOR In April 2017 the Board accepted the resignation of Managing Director, James Marshall. James served the company for 24 years, ultimately attaining the top managerial position. He brought his accumulated experiences to his role and was in charge during a difficult time for the business. A search for a new managing director is in progress. Meanwhile, our CFO, Peter Forsberg, is acting CEO. We thank him for stepping up to this role. DIVIDEND Thorn’s approach to provisioning for the issues it has faced has been an important factor in keeping the group in sound shape with two profitable business streams. Consumer leasing will face ongoing issues in FY18 but beyond that will continue to be a strong contributor demonstrating market leadership. WITH AN ONGOING AND POSITIVE GROWTH TRAJECTORY FOR BUSINESS FINANCE, THE BOARD IS CONFIDENT THAT THORN WILL DEMONSTRATE ITS POTENTIAL IN YEARS TO COME. 4 | Thorn Group THORN IS IMPLEMENTING AN INDUSTRY LEADING CREDIT ASSESSMENT SYSTEM WHICH ENSURES HIGH STANDARDS IN RESPONSIBLE LENDING The Board took into account many considerations in deciding on a reduced final dividend - higher expenses from regulatory and legal issues, tougher business conditions for Radio Rentals as well as the need to conserve capital to fund the ongoing growth of business finance. The 50 per cent payout of full year profit after tax represents 8 cents a share compared with 11.5 cents in the previous year, all fully franked. In May 2017, at the time of the full year results announcement, the share price of $1.25 equated to a yield of 6.4% (a gross 9.1% if the franking credit is taken into account). PEOPLE The Board thanks the leadership team for accepting additional responsibility in recent times. We also believe Thorn’s entire staff deserve acknowledgement and thanks for their hard work in addressing the challenges we have faced. They have treated our customers with respect and adhered to Thorn’s values and vision. I also thank our shareholders for their support through our experiences and trust this will continue as we strive to meet their expectations. JOYCELYN MORTON Chair Annual Report 2017 | 5 CEO’S REPORT PETER FORSBERG RAISING THE BAR We have now simplified Thorn’s business model down to the core businesses of consumer leasing and business finance. These two business lines earn a good return on capital and so it makes sense to redirect the capital released from the sale of the NCML receivables management business and the closure of the TFS consumer loan division back into their growth. Having two businesses each focused on different market segments (consumer and SME) gives Thorn a distinctive market position and a balanced platform with some diversification benefit as these two segments should perform differently through the economic cycle. Thorn’s results this year reflect the combined outcome of these businesses with each having quite differing experiences in FY17. INDUSTRY CONTEXT AND COMPANY SITUATION Thorn’s consumer leasing business, Radio Rentals, is a strong market leader in an industry where there are two other large constituents and then a number of smaller players. Radio Rentals is a well established brand which has been trading for 80 years this year. To be successfully serving customers for that length of time together with the leading market position brings with it brand recognition and economic scale with around 100,000 loyal customers and a widespread national footprint of over 80 outlets. However the consumer leasing industry and Radio Rentals specifically have attracted scrutiny from the regulator (ASIC) and the federal government over the recent past on how responsible lending is conducted and the amount that is charged for the service. The regulator ASIC has examined the quality of responsible lending of many consumer leasing companies over the past few years and has obtained enforcement outcomes against at least eight of them. Its investigation into Radio Rentals culminated this year in our taking up a provision for the expected costs of customer compensation and an anticipated penalty. At an industry level, the federal government inquiry has reported and put forward recommendations. These are in the process of being translated into legislation in the coming year with caps on the cost to consumers, a protected earnings requirement, restrictions on some fees, changes to responsible lending assessment and suitability, and disclosure. 6 | Thorn Group Radio Rentals supports the recommendations and has moved to early adopt the proposed price caps and most of the other recommendations. While these proposed legislative changes will hopefully settle the regulatory position of the industry and therefore any uncertainty that overhangs it, they will have an effect on the market and its profitability and Radio Rentals will not be immune from that. Thorn Business Finance is a relatively small player in a large addressable market of 2 million small and medium enterprises representing 61% of Australian pre tax profits and employing 68% of Australian workers. The market for financing is growing as SMEs seek new financing increasingly from the non bank financial sector and particularly so if their financing requirements preclude offering property security, require flexibility or a quick decision. Thorn has positioned itself to provide what the market requires and is helped by its network of brokers and partners who contribute to a growing deal flow. Thorn has also expanded its offer with franchise financing, giving it broader product categories to meet the needs of small business. Thorn’s two core lines of business are therefore well positioned in sectors which have ongoing demand and sound fundamentals. THORN HAS POSITIONED ITSELF TO PROVIDE WHAT THE MARKET REQUIRES AND IS HELPED BY ITS NETWORK OF BROKERS AND PARTNERS WHO CONTRIBUTE TO A GROWING DEAL FLOW. FINANCIAL PERFORMANCE The headline numbers for Thorn in FY17 are all positive – revenue is up 3 per cent to $299 million, EBIT is up 25 per cent to $47.1 million, NPAT is up 26 per cent to $25.3 million and return on equity is two percentage points higher at 12.4 per cent. Within that performance though is the larger story of simplifying the business, dealing with consequences from historic Radio Rentals issues, positioning for the future and redirecting resources towards the faster growth in business finance than consumer leasing. Simplifying the business has involved not only reducing it down to the present two business segments but also cutting costs in Radio Rentals and the corporate office. The financial results are fully explained in the Operating and Financial Review in the Directors’ Report. In summary though, FY16’s profit after tax was impacted by a $6.7 million charge for NCML, a $1.6 million charge for closing the consumer loans business, and a $2.0 million charge for the first of the regulatory matters while FY17 had charges for further provisions for regulatory matters with a profit impact of $6.1 million after tax. If all these were adjusted then the reported profit between years would have been up 3.6 per cent. We recognise that these adjustments have come at a significant cost to shareholders but we trust our actions in facing up to them and working through them provides shareholders with more confidence in the future. Annual Report 2017 | 7 CEO’S REPORT BUSINESS OPERATIONS PEOPLE A rigorous and disciplined approach to credit risk is key to success in both of Thorn’s business units as there must be confidence that customers will meet their commitments. To this end we continue to invest in technology and refine the application-to-approval process to ensure that it is easy to use but rigorous enough to provide the necessary data to make an effective credit assessment in a timely manner. In consumer leasing, we have also set out to ensure Radio Rentals provides a good value proposition to customers through lower pricing, a more modern and wider range of household equipment delivered through an improved online presence and through refurbished stores with some relocated into high traffic shopping centres to reach more customers and a wider demographic. This year while revenue rose 2 per cent to $251 million, higher costs including the provision for regulatory matters mentioned above resulted in EBIT falling 17 per cent to $36.3 million. Thorn Business Finance saw its revenue lift 23 per cent to $37 million and its EBIT rise 40 per cent to $18.4 million. Underlying this was a particularly strong performance by Equipment Finance but a disappointingly lower revenue and EBIT from Trade & Debtor Finance as it reshaped its receivables book to move away from riskier credits towards more traditional debtor finance customers and incurred credit losses in the process. Employing and retaining the best people is critical to business performance. This year while Thorn lost some expertise through the business simplification process, the closure of six Radio Rentals stores and some senior resignations, there is a core of expertise which should serve the business well for the future. We know personal service and the customer relationship are crucial to keeping customers happy and loyal, so we tried to isolate these elements of our operation from any cost cutting. In what has been a difficult year for some parts of the business, we are grateful for all who have helped ensure we continue to provide the high levels of service our customers have come to expect. OUTLOOK In this report, we have been at pains to show we are facing up to and addressing some difficult business circumstances and being frank about the financial consequences. At the same time, it is important not to cloud the potential we see in the business model. In consumer leasing, at a time when some 3 million Australians are excluded from the financial mainstream, there is an ongoing need for people to be able to lease consumer goods as an alternative to waiting some years to accumulate funds to buy these goods outright. However there are some immediate challenges being faced by Radio Rentals in terms of adverse publicity, weaker retail market conditions, regulatory changes, temporary deferral of returning customers due to the launch of the 4 year contract 3 years ago, and significant business change including a transition to a new online origination platform and process. All of these are expected to put pressure on earnings in the short term. 8 | Thorn Group WE ARE GRATEFUL FOR ALL WHO HAVE HELPED ENSURE WE CONTINUE TO PROVIDE THE HIGH LEVELS OF SERVICE OUR CUSTOMERS HAVE COME TO EXPECT Over the medium term however the large pool of loyal customers and the more efficient cost base should position it for continued industry leadership and growth. Business Finance on the other hand has strong momentum currently behind it and the combination of increasing small business demand, the industry structure and the referral network we have established, indicate that performance should continue to improve and see it form an increasing percentage of Thorn’s earnings in future. THANK YOU Any success the company achieves is due to the efforts of the staff and management right across Thorn combined with the support and loyalty of our wonderful customers, clients and banking and finance partners. I am lucky to work with such a talented and committed team and I thank them on your behalf. PETER FORSBERG Acting CEO Annual Report 2017 | 9 BOARD OF DIRECTORS RAISING THE BAR Over the past two years, Thorn has instituted a review of the way it does business. In particular this has focused on how we can help our people give customers the best service. This has ranged across many aspects of how we relate to customers, in consumer leasing and business finance, and we have called the program “raising the bar” which is the theme for this year’s Annual Report. apply and in ensuring we are providing goods in line with people’s capacity to pay. Our pricing is highly competitive and we are now providing a wider range of goods for a broader demographic group. The look of our stores is also changing, with newer outlets in shopping centres making people realise that consumer leasing might be a new way of accessing household goods. Raising the bar relates to how we apply our values and how we utilise technology to ensure we are meeting our commitments to customers. By raising the bar we want to ensure all our practices are of the highest standard. In this way, we ensure we are giving customers the best deal in meeting their needs and increasing the opportunity for our people to feel good about the services we provide. In consumer leasing, as well as being the market leader in size, we are striving for leadership in the pricing we In business finance, we are also raising the bar in terms of credit quality, speed of decision making and applying a broader business understanding to the needs of small business customers. We provide finance that is not easy to obtain in today’s market, such as equipment leasing and cash flow and franchise financing. By appreciating how small businesses operate and how we can help them, we are creating a superior operating practice that underlies our growth. DAVID FOSTER ANDREW STEVENS JOYCELYN MORTON BELINDA GIBSON STEPHEN KULMAR Independent, Non-Executive Director Independent, Non-Executive Director Chair, Independent, Non-Executive Director Independent, Non-Executive Director Independent, Non-Executive Director 25 years in financial services, including CEO of Suncorp Bank 2008-13. 30 years in business and technology, including over four years MD of IBM Australia and New Zealand. Over 35 years of experience in finance, taxation and management, in Australia and internationally. Over 30 years legal experience across securities and financial markets and regulatory strategy. Over 35 years of experience in marketing and strategic development. Full biographies in Director’s Report, p.30 and 31 10 | Thorn Group LEADERSHIP TEAM OUR STRATEGY Thorn’s strategy is to grow the market position and performance of its two core businesses, consumer leasing and business finance. These businesses have sound attributes and provide a suitable return on capital for the risk involved. Our strategy involves ensuring our people and businesses have the resources to prosper. Fostering skills in credit assessment is common to how we execute our strategy, along with the people side of our business, as we deal directly with customers in our consumer leasing stores and come to know the individual needs of small businesses. The rapid growth of business finance has meant that providing capital to this operation is a critical component of its expansion. Our bankers and shareholders are providers of this capital which has enabled business finance to take on more commitments, meeting the needs of more small businesses. Both our core businesses have potential for organic growth and as business and industry conditions allow, there may be scope for acquisitions. Industry developments in consumer leasing may result in consolidation opportunities and in a more fragmented business finance industry, there is scope to foster a growing network of referrers and alliances as well as source bolt on acquisitions or develop new lines of business. SIMON REVELMAN PHIL CHAPLIN WENDY YIP Chief Information Officer Joined Thorn Group in 2013 as General Manager Information Services. Has a diverse background in the IT marketplace across a range of industry sectors. General Manager Thorn Business Finance Over 20 years experience in the finance industry, with a broad skill- set across general management, sales leadership, operational excellence and strategic planning. Chief Risk Officer Over 18 years of experience as a risk and capital management professional, across advisory firms and major financial institutions. ANDREW CROWTHER Chief Financial Officer (acting) Over 20 years experience in financial services involving the wealth and property sectors. MATT INGRAM PETER FORSBERG DARREN-JOHN AQUILINA Chief Operating Officer Chief Executive Officer (acting) Chief Marketing Officer Over 20 years extensive experience in the financial services sector, strong background in strategic planning, people development and team leadership. Experienced CFO across healthcare, manufacturing and distribution, FMCG and professional services in listed, not-for-profit and private equity owned businesses. Over 20 years experience in Marketing & eCommerce across FMCG, Finance and Retail. Annual Report 2017 | 11 OUR BUSINESSES CONSUMER LEASING 12 | Thorn Group STRATEGIC INTENT THORN’S STRATEGIC INTENT IS TO RAISE THE BAR BY IMPROVING RADIO RENTALS’ CUSTOMER OFFER THROUGH LOWER PRICES, A WIDER, MORE MODERN PRODUCT RANGE IN NEW IMPROVED STORES, THE IMPLEMENTATION OF A NEW ONLINE CUSTOMER APPLICATION AND CREDIT ASSESSMENT SYSTEM WHILE DRIVING OPERATIONAL EFFICIENCIES. Over the past few years, there has been increased scrutiny of the consumer leasing industry, with the Radio Rentals’ name regularly mentioned as an example for the wider industry because of its recognition and market leading position. Over the past year, Thorn has undertaken a review of the brand’s value proposition, to ensure it continues to provide a competitive offer and superior customer service. Radio Rentals has developed an online customer application and credit assessment system which is now being rolled out nationally. This streamlined system is the first of its kind in the consumer leasing industry, and will improve customer experience as well as provide a scalable and more efficient approval process. THORN’S CONSUMER LEASING BUSINESS, RADIO RENTALS, IS A MARKET LEADER AND HAS BEEN OPERATING IN AUSTRALIA FOR 80 YEARS, WITH A BASE OF 100,000 LOYAL CUSTOMERS AND A NATIONAL FOOTPRINT OF OVER 80 OUTLETS. Radio Rentals provides an extensive range of essential household goods and home office needs through consumer leasing products, principally under the Rent-Try-$1 Buy® banner. Rent-Try-$1 Buy® enables 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, enabling more Australians to gain access to every day essentials. 97.3% OF CUSTOMERS SAY THE RADIO RENTALS TEAM TREAT THEM WITH DIGNITY AND RESPECT Annual Report 2016 | 13 OUR BUSINESSES OPERATIONS Radio Rentals’ strategy of reinventing itself to customers by creating new products, locations and ways of helping people access the goods they want and need has resulted in exposure to larger customer bases and higher demographics, with revenue increasing 2 per cent in FY17, to $251.2 million. However, the measures put in place to deliver an improved customer experience and investment in a more stable business have resulted in higher costs. These costs plus the provisioning for regulatory matters have resulted in EBIT being down 17 per cent to $36.3 million. Longer term contracts continue to be very successful, with customers moving away from shorter term leases to four year leases, which allow for more affordable weekly payments. With this having begun three years ago, there will be a flow through impact of temporary deferral of returning customers due to launch of the four year contract. This disparity will decrease over the next couple of years as there will be a larger proportion of four year contract renewals. A REINVENTED BRAND Last year, Thorn announced its plan to transition six existing full service branches to the new and modernised “Hub and Spoke” model under the new brand, RR, strategically located in high traffic shopping centres. This strategy has proven successful with a number of stores relocating into high footfall shopping centre locations this year in addition to the first RR pilot store in Erina, NSW. Following this pilot, Thorn expects to continue the rollout of the new, refreshed, RR brand and continue its investment into additional concept stores. 14 | Thorn Group 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 As it looks to better service customers, Thorn is also progressively establishing a number of warehousing and distribution hubs in metro locations, including in Sydney and Brisbane, to help capture new customer segments. Thorn branded products remain popular, with volume and range expanding over the past few years and now including televisions, a variety of fridge types, smart phones and tablets. This year has also seen the launch of new product categories, including small appliances and music instruments, as well as a summer catalogue which included a range of barbeques, lawn mowers and outdoor items such as trampolines. These are expected to be a recurring offering. BRAND STRENGTH AND SUPPORT Radio Rentals is a resilient business with a network of 80 stores nationally and 100,000 loyal customers. Customer satisfaction and loyalty remain a key focus of the Radio Rentals business. An independent survey conducted last year by Roy Morgan revealed strong support for the brand. The research shows 97 per cent of customers say Radio Rentals treats 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. 92% OF CUSTOMERS RATED RADIO RENTALS AFFORDABLE Annual Report 2017 | 15 OUR BUSINESSES THORN BUSINESS FINANCE 16 | Thorn Group THORN BUSINESS FINANCE THORN BUSINESS FINANCE (TBF) CONSISTS OF THORN EQUIPMENT FINANCE (TEF), THORN TRADE & DEBTOR FINANCE (TDF), AND STRATEGIC PARTNER, CASHFLOW IT (SPECIALIST FUNDER TO THE FRANCHISE SECTOR). Across its various businesses, Thorn Business Finance provides equipment loans, leases, debtor finance, trade finance and capital funding solutions, through direct customer relationships and Thorn’s multi-channel distribution network. An investment in technology has streamlined processes across the different businesses, with all brands now under the Thorn Business Finance banner. This has enhanced the business finance offering, enabling cross selling of products and solutions to new and existing customers. STRATEGIC INTENT THORN BUSINESS FINANCE OPERATES IN NICHE MARKETS UNDERSERVICED BY THE BANKS, OFFERING PRODUCTS AND SOLUTIONS TO SMALL AND MEDIUM ENTERPRISES AND THE FRANCHISE SECTOR. Growth is driven by a very clear strategy around the market the business serves, the financial products it provides, and the relationships with brokers and white label partners. This combination is intended to support SMEs in their day-to-day operations and growth ambitions. As Thorn strengthens its relationships with brokers and strategic partners, there is also an opportunity to bring additional financial products to SMEs, such as small business loans, to help them manage cash flow better. 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 2017 | 17 OUR BUSINESSES THORN EQUIPMENT FINANCE THORN’S EQUIPMENT FINANCE DIVISION HAS GROWN SIGNIFICANTLY IN FY17 MAINLY DRIVEN BY A STRONG RELATIONSHIP WITH BROKERS AND STRATEGIC PARTNERS, RESULTING IN RECEIVABLES GROWTH OF 80 PER CENT. This division is now a significant contributor to earnings diversity within the group, gaining strong momentum and providing a growing proportion of group earnings. Equipment Finance grew revenue and EBIT strongly (up 58 per cent to $26.4 million and 83 per cent to $16.1 million respectively) with the support of brokers and partners and the success of franchise financing. Equipment Finance provides a unique offering as a specialist source of funds for SMEs, a segment representing 99 per cent of Australian businesses which employ around 70 per cent of the entire Australian workforce. Equipment Finance provides SMEs with access to equipment they need to operate their businesses, from specialised medical equipment to information technology, commercial kitchen equipment, solar products, machinery and vehicles. In FY17, Thorn has further tailored its offering to introducers and select brokers, driving organic growth and higher deal volume. Thorn has built a strong reputation in the equipment finance market, with brokers increasingly choosing TEF over competitors to assist their SME clients. Thorn Equipment Finance’s diversity of assets and customers mean arrears and losses are well controlled. There is a moderate concentration of catering equipment and motor vehicles, and the average transaction is around $30,000. 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 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. In FY17, the Cashflow It partnership continued to make a positive contribution, as the focus on the franchise segment increased. This translated into significant growth in the franchising model, with Thorn working directly with franchise groups as well as franchisees themselves. In addition to the usual franchise groups operating in fitness and food, Thorn has seen growth in other industry sectors including health + wellbeing, real estate and newsagencies. The average loan in the franchise sector has increased as operators understand a stronger level of support is needed to succeed in a competitive market. WHERE TRADITIONAL LENDERS HAVE NARROW REQUIREMENTS, THE TEAM AT THORN UNDERSTAND THE CHALLENGES OF A GROWING BUSINESS AND THE NEED TO FINANCE GROWTH 18 | Thorn Group CUSTOMER STORY ESTABLISHED IN 1986, OPORTO WAS FOUNDED ON CREATING AN AUTHENTIC PORTUGUESE TASTE. TODAY, OPORTO HAS OVER 140 RESTAURANTS ACROSS AUSTRALIA. OPORTO IS ONE OF THREE FRANCHISE SYSTEMS FROM CRAVEABLE BRANDS (FORMERLY QUICK SERVICE RESTAURANT HOLDINGS). Cashflow It’s accreditation program offers Oporto franchise partners pre-approved funding for all of their asset finance requirements. Through the use of new dynamic restaurant designs, new uniforms, a loyalty program, marketing engagement and ongoing social media campaigns, Oporto is ensuring it maintains its image as a young, engaged and dynamic brand. Cashflow It has been able to assist Oporto with the roll out of the new restaurant design by providing finance to franchise partners for the costs associated with the refurbishment. “Cashflow It has supported our franchise partners by providing an alternative to traditional bank lending. They provide a variety of finance options to our franchise partners from equipment finance, refurbishment and full store fit out. Their application process is simple, efficient and they also provide a great customer service.” – Carl Tjandra, Franchise Analytical Manager Annual Report 2017 | 19 OUR BUSINESSES TRADE & DEBTOR FINANCE ACCESS TO ADEQUATE CAPITAL IS ONE OF THE GREATEST CHALLENGES FACED BY AUSTRALIAN SMALL AND MEDIUM ENTERPRISES. THORN TRADE & DEBTOR FINANCE ADDRESSES THIS ISSUE BY UNLOCKING THE CASH TIED UP IN BUSINESS-TO-BUSINESS SALES, ALLOWING SME’S TO RAISE FUNDS AGAINST INVOICES, SPECIFIC DEBTORS, OR THEIR ENTIRE DEBTORS LEDGER. THIS FLEXIBLE AND SCALABLE FINANCE PRODUCT PROVIDES OUR CUSTOMERS WITH THE CAPITAL AND CASH-FLOW THEY NEED TO INVEST IN THEIR BUSINESSES AND TO DRIVE GROWTH. In FY17 TDF completed the transformation of its acquired Debtor Finance business, adding resources in key markets and aligning operations to better leverage the Thorn Group infrastructure. At the end of the FY17 year the business was more closely aligned with the fast growing Thorn Equipment Finance business, all under the Thorn Business Finance banner. This alignment of business streams supports Thorn’s strategy of being a niche lender to Australian SME’s, providing a broad range of financial products and services that allow those business customers to thrive. Looking to the future Thorn is setting new benchmarks for flexibility and ease of implementation when it comes to financing invoices and debtors. The future of Debtor Finance for Thorn in Australia is bright, delivering simple and cost effective solutions to Australian SME’s, both directly and through our network of partners. 20 | Thorn Group TDF CUSTOMER STORY RUNNING A SMALL BUSINESS IN THE BUILDING INDUSTRY TODAY Debtor funding has come a long way in the last 15 to 20 years, from what was historically quite a limited product with a number of negative connotations, to a modern incarnation as a flexible and scalable source of business funding. This has been a necessary evolution with market factors driving down prices and forcing businesses to operate on ever narrowing margins. Combine this with ever extending trading terms and the resulting slow cash cycle puts considerable restraints on business growth. Poly-Tech Industrial Services was established in 1984 to provide practical solutions for the repair and protection of assets against the corrosive effects associated with all forms of industry, from mining and automotive engineering to food processing. Thorn Trade & Debtor Finance (TDF) provides a modern and holistic approach to providing small businesses with a funding solution that is tailored to the individual needs of the business. Unlike banks or other debtor funding facilities, Thorn understands the processes of our business and has created a lending package which provides us with the flexibility to meet our needs. The company has a deep understanding of our business and our client base and so we have a business partner rather than a funding facility. Client trust is very important in our industry and Thorn provides a very low-key interface with our clients. Poly-Tech clients are comfortable in knowing we have access to such a facility because it demonstrates we have sufficient cash flow to run our business. – Steve Church, Founding Director, Poly-Tech Annual Report 2017 | 21 COMMUNITY THORN BELIEVES BUSINESSES SHOULD GIVE BACK TO THE COMMUNITIES IN WHICH THEY OPERATE AND BE A GOOD CORPORATE CITIZEN IN ORDER TO HAVE A SOCIAL LICENSE TO OPERATE. THORN’S ENTIRE TEAM IS COMMITTED TO DEVELOPING AND MAINTAINING LONG TERM PARTNERSHIPS WITH COMMUNITY ORGANISATIONS, NETWORKS, AND LOCAL COMMUNITIES. 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. Among the initiatives supported by Thorn are White Ribbon, Digger’s Rest, Project New Dawn, Mission Australia, and the Children’s Tumour Foundation of Australia. 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 employees, brands and businesses under the Thorn Group banner, with all members of the leadership team being 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” 22 | 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) - This year, Radio Rentals stores nationally hosted a Wear-A-Pair fundraiser, with Radio Rentals’ male employees (store network and head office) wearing a pair of heels for the day to inspire conversation and promote the important social cause. DIGGER’S REST Digger’s Rest “A Soldiers Retreat” was set up as an eco-friendly bush lodge based on the Sunshine Coast in Queensland. The aim is to bring serving soldiers, younger Veterans and their families to a friendly environment to help them reconnect with family, society and themselves at no financial outlay to them. Most of the retreat’s soldiers and veterans served in Afghanistan, Iraq, East Timor and Somalia. Many of these members now suffer chronic PTSD. Digger’s Rest opened its doors with one mission: to stop potential suicides. Digger’s Rest called on Corporate Australia to help out here and Radio Rentals answered. For the period 1 Jan 2016 to 23 December 2016 a total of 363 Soldiers, Veterans and Family members visited with 646 nights slept at the Digger’s Rest and a total of 163 Day visitors. Five homeless Veterans were also taken in for various periods of time – offering them a safe place off the streets. This was a direct result from Radio Rentals helping Digger’s Rest. The aim is to grow from one site in Queensland to a second on the Victorian/New South Wales border as well as one in Western Australia. Annual Report 2017 | 23 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 debilitating condition that doesn’t follow any one path. NF affects over 10,000 people in Australia and the varied condition has a wide range of severity that can lead to an array of complications including learning difficulties, blindness, deafness, bone deformities, cancer, and chronic pain. Under recognised and underdiagnosed, there is currently no cure and few treatment options. 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 Through the close association with Thorn, CTF has been able to: • Invest in support officers in three states (only one previously) • Fund a three year fellowship based out of Melbourne with the ultimate aim that this will result in an individual with a career specialising in clinical aspects and research in type I neurofibromatosis • Contribute to world class research projects 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 24 | Thorn Group 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. In April 2017, Cyclone Debbie hit the Queensland coast and north coast of New South Wales, triggering heavy rainfall which led to significant flooding in the town of Lismore. Radio Rentals Lismore assisted a number of customers during that time. The focus was on helping Radio Rentals customers to get back on their feet as quickly as possible, which was done by processing claims for damaged items as quickly as possible with a focus on replacing fridges and washing machines as a priority, installing any replacement item at no additional cost to the customer. Other stores also provided assistance by sending stock from Queensland. The main goal was to make sure customers had their essential items during a very difficult time. LOCAL COMMUNITY SUPPORT In June 2017, Radio Rentals assisted Morayfield East State School after a fire tore through its classroom, affecting the local community. Radio Rentals donated 110 brand new musical instruments, boosting the school spirit and supporting the school’s plan to build up a music program. THORN FINANCIAL REPORT 2017 CONTENTS Directors’ Report Lead Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other 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 26 46 47 48 49 50 52 75 76 82 84 Annual Report 2017 | 25 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 2017 and the auditor’s report thereon. OPERATING AND FINANCIAL REVIEW Thorn is a diversified financial services group providing financial solutions to consumers and businesses. Business activities are 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. The Group sold its NCML receivables management business during the year and accordingly that division has been treated as a discontinued business in the financial statements where it is presented as a one line entry above profit after tax. Thorn’s consumer loans business was closed in March 2016 and the book is being run off. There were no other significant changes in the nature of the activities of the consolidated entity during the year. Financial performance Revenue from continuing operations increased 3% on the previous year, growing from $289.3m to $298.7m. Profit after tax increased 26% from $20.1m to $25.3m. This result includes charges to provide for the potential customer remediation and penalties arising from ASIC’s investigation into the responsible lending obligations of the Group’s consumer leasing division, Radio Rentals. This provision is further discussed in the regulatory section of this review. Significant Items The analysis of Thorn’s results is complicated by the presence of several significant items across both the 2016 and 2017 years as management deal with historical issues. In 2016, the goodwill attributable to NCML was written off at an after tax cost of $6.7m, the TFS consumer loan division was shut down at an after tax cost of $1.6m, and Radio Rentals took up a charge for refunding customer credits at an after tax cost of $2.0m, leading to an adjusted NPAT of $30.3m. In 2017, Radio Rentals provided for the anticipated remediation costs and penalties from the ASIC regulatory review of a $6.1m after tax (being the after tax cost of the $3.1m set aside in the first half and the $4.0m after tax provision made in March 2017) leading to an adjusted NPAT of $31.4m. Segment performance There has been a change in presentation of the financial information this year and a corresponding change put through for last year’s comparatives. Corporate expenses in prior years were presented as the cost of all activities not directly under the control of divisional management. This meant that central activities such as IT, collections, finance, risk, were all accounted for as corporate costs when their primary customer was the divisions. This presented the corporate costs as larger than might be expected and correspondingly the profitability of the divisions as higher than it would be if the amounts were more fully allocated. This year the allocations have been adjusted such that corporate costs now consist solely of pure corporate related activities such as Group IT, Business Development, Group Finance, Group HR, Risk and Internal Audit, Group Legal, Board and leadership team, listing and debt financing costs. Segment revenue Segment EBIT to PAT 2017 251.2 26.4 11.2 9.9 – 2016 245.7 16.7 13.8 13.1 – 298.7 289.3 2017 36 .3 16.1 2.3 4.0 (11.6) – 47.1 (9.5) 37.6 (12.2) 25.4 (0.1) 25.3 2016 43.9 8.8 4.3 (1.9) (10.8) (6.7) 37.6 (6.5) 31.1 (12.0) 19.1 0.9 20.1 A$m Consumer Leasing Equipment Finance Trade & Debtor Finance Consumer Finance Corporate Goodwill impairment (NCML) Sub-total Net interest expense Profit before tax Tax expense Profit after tax for continuing operations (Loss)/Profit from discontinued operation, net of tax Profit after tax 26 | Thorn Group Consumer Leasing The Consumer Leasing division, operating under the Radio Rentals and RR brand names, had a challenging year. The division has been responding to both the proposed regulatory changes for the consumer leasing industry as a whole and the specific regulatory matters raised during the ASIC investigation into Radio Rentals. This has entailed the development of a new online customer application and credit assessment system. The system is to be refined to improve the customer experience and will be rolled out nationally. The division improved its customer offer during the year through lower prices, included benefits, and a wider, more modern, and more affordable product range. The store network is being progressively refreshed and several stores relocated into high traffic shopping centre locations to access a larger customer base and higher demographic. The division has suffered from adverse publicity during the period and a deferral of returning customers due to the launch of the four year contract three years ago. In spite of these difficulties, revenue rose by 2% to $251.2m (2016: $245.7m). This is a combination of interest income from past contracts and revenue from installations under new contracts. Installations were flat at 122,189 units (2016: 121,700) with a slight improvement in mix. Finance leases have now come to represent 99% of all installations such that shorter duration operating leases are now rolling off and not being replaced in any quantity. This pleasing revenue result was $5.5m up on last year but it came with the cost of significantly higher marketing and selling costs. The division reduced its cost base by 53 employees in March 2017, shut 6 stores, and is presently seeking further savings in non-employee related areas. Costs were up $13.0m after taking provisions for regulatory matters, additional marketing costs of $2.0m and personnel costs including the redundancy costs. Impairment losses increased in line with book growth however remained consistent as a percentage of average net receivables. Reported EBIT was down 17% to $36.3m (2016: $43.9m). Thorn Equipment Finance The TEF business continued to enjoy strong growth in lease originations with $178.5m of lease originations in the year and the net receivables book growing 81% to $239.3m (2016: $131.9m). As pricing was kept fairly constant the book growth translated into interest and fee revenue growth of 57% to $26.4m (2016: $16.7m). Impairment losses as a percentage of average net receivables were 1.8% compared to the prior year’s 1.2%. Impairment losses were expected to increase as the book increased and matured however average delinquency at 2.1% is consistent with the prior year and maintained under the 2.5% benchmark. Reported EBIT rose 83% to $16.1m (2016: $8.8m). Trade & Debtor Finance The TDF business had a difficult year with a deliberate focus on transitioning the receivables book away from the originally acquired higher risk, higher margin customers towards the more traditional debtor finance customers. This meant the book reduced as several legacy customers paid down, refinanced out or couldn’t pay and were provided against or written off, and were replaced by newer customers but later in the year. Consequently revenue was down $2.6m to $11.2m (2016: $13.8m) which flowed through to EBIT which was also down $2.0m to $2.3m (2016: $4.3m). Consumer Finance This division was closed last year end and the book is in run-off. The book has reduced from $33.6m last March to $21.4m this March. EBIT has increased from last year’s loss of $1.9m (including $2.3m of closure costs so $0.4m run rate) to $4.0m this year as costs have been scaled right back to just a collections team with no need for ongoing marketing or origination costs. This book and its EBIT profile can both be expected to run down towards zero in the next several years as customers repay or refinance out of their loans. Receivables Management The NCML Receivables Management business was sold on 13 September 2016 for $22.6m plus or minus a working capital adjustment. The business has been accounted for as a discontinued business and as such is presented as one line after tax profit result below the ‘Profit after tax for continuing operations’ line on the profit and loss account. The price resulted in a small loss on sale of $(0.7)m after tax and costs of sale. Resolution of the working capital adjustment is still being negotiated but is not expected to amount to a material adjustment in either direction. NCML made $0.9m EBIT in the six months before it was sold (2016: $1.4m). The Company took corporate and legal advice on the sale and has provided appropriate and necessary warranties to the purchaser. Corporate Corporate HO expenses increased by $0.9m to $11.7m (2016: $10.8m). The increase was a full year of additional executive personnel in Operations, Risk and Legal roles, an enhanced credit and risk team, and additional legal and advisory costs. Net interest expense Net borrowing costs increased by 46% from $6.5m to $9.5m. Borrowings increased 40% from $197.9m to $276.5m predominantly to fund the growth of the Thorn Equipment Finance whose debt warehouse rose $70.2m and the corporate facility $8.4m. The finance expense rose slightly as credit spreads ticked up during the period and there were fees for the facility increases and extension. Annual Report 2017 | 27 DIRECTORS’ REPORT Financial position The balance sheet is presented below as two versions; first, excluding the securitised warehouse for the Equipment Finance receivables along with those associated receivables (which are non-recourse funding for the warehouse), and second as per the statutory accounts format. The Company’s lender views their corporate facility covenants through the first view, i.e. excluding Trust. Summarised financial position ($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) Operating cash flow EPS (cents) Return on Equity 31 March 2017 31 March 2016 excl. Trust incl. Trust excl. Trust incl. Trust 14.7 305.8 35.2 17.6 24.3 397.6 124.5 62.9 187.4 210.2 14.7 493.0 – 17.6 24.3 549.6 276.5 62.9 339.4 210.2 56.1% 128.4% 177.4 16.2 12.4% 14.0 278.7 20.5 22.4 25.5 361.1 116.0 47.6 163.6 197.5 53.2% 14.0 381.1 – 22.4 25.5 443.0 197.9 47.6 245.5 197.5 95.1% 127.2 13.1 10.4% (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. Receivables Receivables increased by 29% or $111.9m to $493.0m during the year. Consumer lease receivables grew by 27% or $36.8m to $172.8m driven by both the customer driven preference for longer term finance leases from shorter term operating leases and the increasing average term since the introduction of the 48 month contract in December 2013. Equipment Finance lease receivables increased by 81% or 107.4m to $239.3m due to continued strong originations. The trade and debtor book fell during the year by $7.9m as the book was repositioned although the end point was also affected by unusually high repayments on the last day of the year. The TFS consumer finance book was run down by $12.2m during the year and the NCML PDL book was sold. Rental and other assets Rental assets fell from $13.8m to $6.7m driven mostly by the continuing migration from operating lease to finance lease contracts in consumer leasing. Borrowings and gearing Borrowings rose by $78.6m from $197.9m last year to $276.5m this year. Ninety per cent of that increase was to fund the continued growth in Thorn Equipment Finance lease receivables. Gearing rose 2.9 percentage points from 53.2% last year to 56.1% this year (excluding the impact of the non recourse securitised debt) as the consumer lease receivable book increase was mostly funded through the sale of NCML and the run down of the TFS book. The consolidated entity continues to meet all debt covenants and can pay its debts as and when they become due. Return on Equity ROE increased from 10.4% to 12.4%. Cash flows Net cash from operating activities increased from $127.2m to $177.4m. This was primarily attributable to the expansion of Thorn Business Finance and the increased net customer receipts resulting from it. 28 | 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 2017 2016 110,000 65,000 180,000 355,000 110,000 30,000 100,000 240,000 The Group continues to be funded by one Australian major bank. That bank extended further facilities to the company primarily to help finance the strong growth in Thorn Equipment Finance. It also extended the term of the corporate facilities A, B and C to 30 April 2018. Discussions are ongoing with regard to further structured finance facilities and lengthening of debt maturities. Ongoing funding support is important to allow the Group to continue to grow and diversify earnings. The $175m senior facilities A, B and C 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 2016 paid Interim 2017 paid Total amount Final 2017 proposed Directors have proposed a final dividend of 2.5 cents per share. This takes the full year dividend to 8 cents per share which is a 50% payout ratio. The dividends are fully franked. Regulatory provision Thorn’s consumer leasing division has been engaging with ASIC on matters pertaining to customer credit refunds and the appropriate and necessary extent of verification of items of customer income and expenditure. During 2016 Thorn advised the discovery of credit balances on closed customer accounts in its consumer leasing division and created a $2.8m liability for their refund. Thorn has sought to contact former customers and repay these credit balances with interest. The balance has been significantly refunded but, in spite of extensive efforts also involving external skip-trace contact experts, a number of customers have not been able to be contacted. At the year end $1.1m was outstanding and, if the former customers cannot be found, will be paid to charity in due course as agreed with ASIC. Thorn also carries credits on current customer contracts arising from overpayments made ahead of contractual obligations. Thorn has been contacting customers to offer repayment of these credit balances along with compensatory interest. These overpayments continue to accrue. Arrangements have now been agreed with Centrelink to allow for the cancellation and reduction of customer payments to reduce the further accrual of these credit balances and to allow for periodic repayment through the temporary suspension of their periodic payments. Cents per share 6.0 5.5 2.5 Amount $’000 9,268 8,612 17,880 3,956 Franking Date of payment 100% 18 July 2016 100% 20 Jan 2017 100% 18 July 2017 At year-end $10.5m was in credit and repayable to customers. As these amounts have always been held on balance sheet as liabilities, the profit and loss impact is limited to the interest component and the cost of effecting the repayments. ASIC’s investigation has progressed and accordingly Thorn has taken up provisions in these accounts for the expected compensation of affected customers and an anticipated penalty. Contingent Liability Class Action The Thorn subsidiary running Radio Rentals was named on 29 March 2017 as the respondent to a class action proceeding that has been commenced by one of its customers in the Federal Court of Australia. It is understood that the allegations presently relate to misleading, deceptive and unconscionable conduct, false representations and unfair contract terms. The matter will be vigorously defended and is expected to take some time, possibly years, to resolve. No provision has been taken in these accounts. Legal fees will be incurred defending the matter over the period of that defence should the matter proceed. Subsequent Events Thorn’s Chief Financial Officer and Company Secretary, Peter Forsberg, was appointed Acting CEO on 24 April 2017 following the resignation of James Marshall. Thorn’s General Manager of Finance, Andrew Crowther, was appointed Acting Chief Financial Officer on 24 May 2017. Annual Report 2017 | 29 DIRECTORS’ REPORT Outlook The outlook for the Thorn Group is likely to be subdued in the coming year. Stephen Kulmar Independent, Non-Executive Appointed 15 April 2014 While Business Finance is expected to enjoy strong growth, Consumer Leasing is facing a period of transition with some short term challenges from adverse publicity, weaker general retail market conditions, the deferral of returning customers due to the launch of the 4 year contract 3 years ago and significant business change resulting from the transition to a new origination platform and associated processes. Over the medium term Radio Rental’s large and loyal customer base, prices that are already under the proposed legislative caps, and the efficient cost base will position it for industry leadership and growth. 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. Stephen 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. 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 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 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 91,994 ordinary shares 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 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 lead 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 Genworth Mortgage Insurance Australia Limited Former directorships Interests in shares and options 26,970 ordinary shares 30 | Thorn Group Andrew Stevens Independent, Non-Executive Appointed 1 June 2015 Qualifications Master of Commerce FCA, MAICD Peter Henley Independent, Non-Executive Appointed 21 May 2007 Retired 23 August 2016 Qualifications FAIM, MAICD Experience Andrew began his career at Price Waterhouse (now PwC) and was a Partner of that firm for 12 years. He also performed a range of senior management and global leadership roles at IBM Corporation, most recently serving as the Managing Director of IBM Australia and New Zealand from 2011-2014. Other current directorships MYOB Group Limited The Greater Western Sydney Football Club Former directorships Australian Chamber Orchestra Interests in shares and options 15,720 ordinary shares Belinda Gibson Independent, Non-Executive Appointed 1 July 2016 Qualifications Bachelor of Economics, LLB (Hons) (Sydney) and LLM (Hons) (Cambridge), FAICD, FGIA Experience Belinda was a Commissioner and then Deputy Chairman of the Australian Securities and Investments Commission (ASIC) from 2007 until May 2013. From 1987 until joining ASIC she was a corporate law partner at the law firm Mallesons Stephen Jaques, specialising in transactional advice and also corporate governance issues. She was partner in charge of the Mallesons’ Sydney office from 2000 to 2003. Other current directorships Citigroup Pty Ltd Brisbane Airport Corporation Trustee of the Australian Museum Ausgrid Group Chief Executive Women Ltd Former directorships Airservices Australia The Sir Robert Menzies Foundation Interests in shares and options Nil 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 Motorcycle Holdings Limited Former directorships GE Motor Solutions Australia GE MoneySingapore and Malaysia. United Financial Services Limited MTA Insurances Limited AP Eagers Limited Interests in shares and options N/A James Marshall Managing Director Appointed 5 May 2014 Resigned 21 April 2017 Qualifications Dip. Financial Services MAICD, MFTA 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 181,543 ordinary shares Annual Report 2017 | 31 DIRECTORS’ REPORT COMPANY SECRETARY Peter Forsberg was appointed Company Secretary on 3 February 2017 upon the resignation of Peter Ryan. Peter Forsberg is the Acting CEO having been appointed on 24 April 2017 following Mr Marshall’s resignation. He joined as the company’s CFO on 28 September 2015. Mr Forsberg (BSC Hons, FCA, F Fin, GAICD, MFTA) is an experienced and qualified CFO and senior executive having worked in healthcare, manufacturing and distribution, FMCG, professional services, and in publicly listed, private equity owned and charitable companies operating both in Australia and internationally. Peter Ryan was appointed on 7 December 2015 and resigned on 3 February 2017. 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 Belinda Gibson Board Meetings Audit, Risk and Compliance Committee Meetings Remuneration and Nomination Committee Meetings A 13 13 13 5 13 13 9 B 13 13 13 5 13 13 9 A 7 N/A 7 2 7 7 5 B 7 N/A 7 2 7 7 5 A 5 N/A 5 2 5 4 3 B 5 N/A 5 2 5 5 3 A – Number of meetings attended B – Number of meetings held during the time the director held office during the year (Mr Henley retired as director on 23rd Aug 2016) 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 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 32 | Thorn Group 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 2016 AGM, the Remuneration Report received a vote of approval of 96% of the votes received. The Committee can draw on independent experts where appropriate to provide advice on remuneration levels, trends and structures. Where this occurs the consultants are instructed by and report directly to the Chairman of the Committee and are thereby free of any undue influence by any KMP to whom their recommendations may relate. The Committee did not engage any consultants during the year. 2. NON-EXECUTIVE DIRECTORS AND KEY MANAGEMENT PERSONNEL – AUDITED For the year ended 31 March 2017, the NEDs and KMP were: Non-Executive Directors Position Joycelyn Morton Stephen Kulmar Peter Henley David Foster Andrew Stevens Belinda Gibson Executive KMP Chair, Director Director Director Director Director Director Position James Marshall (Resigned) CEO and Managing Director Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Chief Financial Officer Chief Operating Officer Chief Risk Officer Term or Date Full year Full year Until 23 August 2016 Full year Full year From 1 July 2016 Term or Date Full year Full year Full year Full year General Counsel and Company Secretary Until 3 February 2017 Changes to KMP during the year Mr Ryan resigned his position as General Counsel and Company Secretary on 3 February 2017. A search is underway for a replacement. Mr Forsberg assumed the Company Secretary role from 3 February 2017. Thorn’s Chief Financial Officer and Company Secretary, Peter Forsberg, was appointed Acting CEO on 24 April 2017 following the resignation of James Marshall. Annual Report 2017 | 33 DIRECTORS’ REPORT 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. The Board does not intend to seek a change to the fee pool at the 2017 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. 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. Salary and fees Year Other incentives Super- annuation STI Long service leave LTI Total – – – – – – – – – – – – – – – – – – – – – – – – – – – – 16,243 16,243 9,071 9,071 3,342 8,121 9,546 9,546 8,122 6,716 5,966 – 52,290 49,697 – – – – – – – – – – – – – – – – – – – – – – – – – – – – 187,223 187,223 104,561 104,561 38,524 93,611 110,036 110,036 93,612 77,410 68,768 – 602,724 572,841 Name Non-Executive Directors Joycelyn Morton Stephen Kulmar 2017 2016 2017 2016 170,980 170,980 95,490 95,490 Peter Henley 2017 (i) 35,182 David Foster Andrew Stevens Belinda Gibson Total Non-Executive Director Remuneration 2016 2017 2016 2017 2016 85,490 100,490 100,490 85,490 70,694 2017 (ii) 62,802 2016 – 2017 2016 550,434 523,144 (i) Mr Henley retired on 23 August 2016. (ii) Ms Gibson was appointed as a director on 1 July 2016. 34 | 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 2. Attract, motivate and retain executive talent in a competitive 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. 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 with deferral mechanism 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 2017 | 35 DIRECTORS’ REPORT Summary of executive KMP remuneration outcomes on a non-statutory basis – Not Audited The table below sets out the 2016-17 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 Cash Salary STI (a) incentives (b) Other Super- annuation Vested LTI (c) Total Realised Remuneration James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Total 603,583 390,404 353,106 285,997 334,036 – 138,158 110,157 114,445 – 1,967,126 362,760 – – – – 37,500 37,500 20,275 19,533 19,533 19,533 19,533 98,407 – – – 623,858 548,095 482,796 – 419,975 – – 391,069 2,465,793 Please refer to the employment period in the KMP section (page 33) 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 2017. The table records 85% of the awarded STI with the remaining 15% deferred for one year. (b) Other incentives are sign on bonuses (Mr Ryan). (c) The vested LTI column relates to the 2012 plan which was tested during the year and failed to reach the required hurdles. Summary of executive KMP remuneration outcomes on a statutory basis – Audited Year Salary and fees (a) Other STI incentives (b) Super- annuation Long service leave LTI (c) Total 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 603,583 530,352 – – 390,404 162,539 189,471 – 353,106 129,597 264,806 75,000 285,997 134,641 82,507 334,036 99,752 – – – – – – – – 37,500 15,972 20,275 19,187 19,533 9,654 19,533 19,187 19,533 5,941 19,533 5,941 7,585 58,283 38,242 110,757 772,857 30,609 94,894 675,042 – – – – – – – – – 51,239 623,715 18,515 217,640 48,244 550,480 18,473 377,466 40,821 480,992 14,526 102,974 (15,869) 375,200 15,869 137,534 41,373 805,772 16,667 6,562 6,110 (87,182) 55,975 – – – – – 2017 1,967,126 426,777 37,500 98,407 38,242 235,192 2,803,244 2016 1,979,237 75,000 40,224 124,755 36,719 116,468 2,372,403 Former other KMP’s 2016 698,531 Executive KMP who left in 2015-16 2016 113,818 Name Executive KMP James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Peter Eaton (resigned 30 July 2015) Total Executive KMP Remuneration 36 | Thorn Group Please refer to the employment period in the KMP section (page 33) for details of the period during which the executives were employed and hence remunerated. Notes (a) The increase year on year is significantly affected by the recording of a full year’s remuneration for three of the five KMP who were first employed during the prior year. (b) Other incentives are sign on bonuses (c) 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: Fixed remuneration Short term incentive Long term incentive At-risk KMP 50% 25% 25% 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 may be sought by the Remuneration and Nomination Committee to assist in that exercise. Annual Report 2017 | 37 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 all matters. Features Description Purpose To motivate executives to achieve the short term performance targets. Opportunity Performance Period Gateway and performance metrics Assessment, approval and payment Deferral KMP 12 months Target (as % of Fixed) Maximum (as % of Fixed) 50% 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 <85% 85% 100% 110% 0% 42.5% 50% 100% Performance between these levels is rewarded on a straight line basis. 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 with the remaining 30% 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 2017 financial year a deferral mechanism was introduced whereby 15% of the awarded STI is deferred for one year and subject to forfeiture should a material misstatement or omission in the financial statements become apparent, or the executive act in a manner unbecoming of the office held. This deferral percentage will rise to 30% in the 2018 year. The deferred portion is subject to an election by the KMP as to its method of payment. It can be paid in cash one year later, subject to the restrictions stated, and will earn interest at a suitable deposit rate for that period, or it can be converted into performance share rights at a VWAP for the 5 days prior to the payment date of the initial tranche and receive an uplift by a dividend equivalent for any dividends declared during the deferral period. The performance rights will then be converted to shares on the due date and awarded to the KMP. 38 | Thorn Group STI outcomes for 2017 – Audited The Company reported an NPAT of $25.3m which included charges for expenses arising from regulatory matters pertaining to the period 1 January 2012 to 1 May 2015. That period was before 4 of the 5 members of the KMP were employed by the company and before the extent of the regulatory matters was known. Thorn’s KMP have spent much of the past year investigating and resolving the difficult consequences of those matters in addition to the conduct of their specified role. Accordingly, the board exercised its discretion and determined that incentives were eligible to be paid. Mr Marshall and Mr Ryan resigned and have been deemed ineligible for an STI payment. STI for 2016-17 James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Total Target $ Earned % Earned $ Forfeited % Forfeited $ 312,500 205,099 186,619 164,800 176,902 1,045,920 0% 79.2% 69.4% 81.7% 0% 40.8% – 162,539 129,597 134,641 – 426,777 100% 20.8% 30.6% 18.3% 100% 59.2% 312,500 42,560 57,022 30,159 176,902 619,143 The amounts above are earned by the KMP but, due to the introduction of the deferral mechanism, 85% is payable in June 2017 and 15% withheld for one year subject to the restrictions described above. 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 four 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, 2015 and 2016 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. The following table sets out the key features of the plans with specific references to each of the 2012, 2014, 2015 and 2016 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 KMP 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. Dividends or share issues No dividends are paid or accrued on unvested awards. Gateway Hurdle Gateway hurdles of the grants across relevant measurement periods are as follows: Plan 2012 2014 2015 2016 Gateway 20.0% Return on capital employed 18.5% Return on equity 16.0% Return on equity No gateway hurdle 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 2017 year. Annual Report 2017 | 39 DIRECTORS’ REPORT Features Description Performance Hurdles The 2012, 2014 and 2015 plans use a Relative Total Shareholder Return (“RTSR”) performance hurdle solely while the 2016 plan has two performance hurdles in equal tranches being the RTSR and an Earnings Per Share (“EPS”) hurdle. The company’s Relative Total Shareholder Return 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 2012 to 2015 Grants 2016 Grants Percentage of Performance Rights subject to TSR condition that qualify for vesting < 50th percentile < 50th percentile 0% 50th percentile 50th to 90th percentile 50th percentile 50th to 75th percentile 50% Assessed on straight line basis 90th percentile or greater 75th percentile or greater 100% The EPS hurdle applies only to the 2016 grant. Thorn Group Limited’s EPS Hurdle 2016 Grant < 5% compound annual growth rate 5% to 10% Percentage of Performance Rights subject to EPS condition that qualify for vesting 0% Assessed on straight line basis = or > 10% CAGR 100% 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. • 2016: 3 years (1 July 2016 to 30 June 2019). Vesting date is 1 September 2019. 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. 40 | 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 fixed remuneration 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 1 Jun 2016 31 Dec 2017 7 Dec 2012 1 Jun 2017 31 Dec 2017 1 Jul 2014 1 Jun 2017 31 Jul 2017 31 Oct 2015 1 Jun 2018 31 Jul 2018 1 Jul 2016 1 Sep 2019 31 Oct 2019 $1.40 $1.28 $1.15 $1.24 $0.81 $0.97 Nil Nil Nil Nil Nil Nil $1.91 $1.91 $1.91 $2.17 $2.12 $1.45 32.0% 32.0% 32.0% 28.0% 31.0% 33.0% 2.7% 2.7% 2.7% 2.7% 1.8% 1.4% 6.0% 6.0% 6.0% 5.0% 6.4% 5.9% Long term incentive outcomes for 2017 The tranches of the 2012 LTI award falling due for testing or retesting on 1 June 2016 were assessed. The ROCE hurdle was not achieved and hence they did not vest. Under the terms of the grant they remain on foot and can be retested on 1 June 2017. Performance rights granted as compensation in the year James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Performance Rights Granted Financial Year in Which Grants Vest Values Yet to Vest $ Number Date (ended 31 March) Min (a) Max (b) 218,410 1 July 2016 143,346 1 July 2016 130,430 1 July 2016 115,180 1 July 2016 123,639 1 July 2016 2020 2020 2020 2020 2020 Nil Nil Nil Nil Nil 315,602 207,135 188,471 166,435 Nil (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 2017 | 41 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 2017 2016 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 % 25.3 16.2 8.0 1.31 11.0 12.4 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 28.2 18.9 10.5 2.15 21.8 17.2 28.0 19.1 10.0 2.06 24.8 19.0 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 (a) James Marshall resigned with an effective date 21st April 2017. He remains under his employment contract for a six month period following this date. (b) 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 was entitled to 6 weeks annual leave in his first year of service. 42 | 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 $ 2017 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 Jul 2014 103,695 1 Jul 2015 218,410 1 Jul 2016 Peter Forsberg 72,257 31 Oct 2015 143,346 1 Jul 2016 Matt Ingram 34,150 1 Jul 2014 30,271 31 Oct 2015 130,430 1 Jul 2016 Wendy Yip 56,692 31 Oct 2015 115,180 1 Jul 2016 Peter Ryan 61,934 31 Oct 2015 123,639 1 Jul 2016 2018 2019 2020 2019 2020 2018 2019 2020 2019 2020 2019 2020 23,418 63,291 63,291 66,556 103,695 218,410 72,257 143,346 34,150 30,271 130,430 56,692 115,180 61,934 123,639 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil 44,728 120,886 120,886 144,427 219,833 315,602 153,185 207,135 74,106 64,175 188,471 120,187 166,435 131,300 178,658 – – – – – – – – – – – – – – – – – – – – – – – – – – – – (61,934) (123,639) 37% 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 2017 | 43 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 Matt Ingram Wendy Yip Peter Ryan Held at 1 April 2016 Granted as Compensation Vested during the year Lapsed Forfeited Held at 31 March 2017 320,251 72,257 64,421 56,692 61,934 218,410 143,346 130,430 115,180 123,639 – – – – – – – – – – – – – – (185,573) 538,661 215,603 194,851 171,872 – Shareholdings of the Directors and Executive KMP 2017 Name Joycelyn Morton Stephen Kulmar Peter Henley David Foster Andrew Stevens Belinda Gibson James Marshall Peter Forsberg Matt Ingram Wendy Yip Peter Ryan Balance at the start of the year Received on vesting of incentives Other changes (bought and sold) Balance at the end of the year 85,786 68,000 71,499 26,970 15,000 – 175,054 10,000 – – – – – – – – – – – – – – 6,208 – – – 720 – 6,489 – – – – 91,994 68,000 71,499 26,970 15,720 – 181,543 10,000 – – – Changes in the year relate to Directors’ participation in the dividend reinvestment plan. 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 the 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 2017 were $33,665. They were on normal commercial terms and conditions. 44 | Thorn Group NON-AUDIT SERVICES During the year KPMG, the Company’s auditor, 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 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 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, 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 22. ROUNDING OF FINANCIAL AMOUNTS The Company is of a kind referred to in ASIC Instrument 2016/191 issued by the Australian Securities and Investments Commission and in accordance with that Instrument, amounts in the financial report and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. CORPORATE GOVERNANCE STATEMENT This statement outlines the main corporate governance practices in place throughout the financial year and can be referred to on Thorn Group website www.thorn.com.au/irm/ content/corporate-governance.aspx?RID=303 AUDITOR’S INDEPENDENCE DECLARATION The Auditor’s independence declaration is set out on page 46 and forms part of the directors’ report for financial year ended 31 March 2017. This report is made in accordance with a resolution of the directors: Joycelyn Morton Chair Dated at Sydney 25 May 2017 SUBSEQUENT EVENTS Thorn’s Chief Financial Officer and Company Secretary, Peter Forsberg, was appointed Acting CEO on 24 April 2017 following the resignation of James Marshall. Thorn’s General Manager of Finance, Andrew Crowther was appointed acting Chief Financial Officer on 24 May 2017. CONTINGENT LIABILITY The Thorn subsidiary running Radio Rentals was named on 29 March 2017 as the respondent to a class action proceeding that has been commenced by one of its customers in the Federal Court of Australia. It is understood that the allegations presently relate to misleading, deceptive and unconscionable conduct, false representations and unfair contract terms. The matter will be vigorously defended and is expected to take some time, possibly years, to resolve. No provision has been taken in these accounts. Legal fees will be incurred defending the matter over the period of that defence should the matter proceed. 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 DIRECTORS AND OFFICERS 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 $124,900 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. Annual Report 2017 | 45 Lead Auditor’s Independence Declaration under LEAD AUDITOR’S INDEPENDENCE DECLARATION Section 307C of the Corporations Act 2001 To the Directors of Thorn Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Thorn Group Limited for the financial year ended 31 March 2017 there have been: Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. To the Directors of Thorn Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Thorn Group Limited for the financial year ended 31 March 2017 there have been: i. ii. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Anthony Travers Partner Sydney 25 May 2017 Anthony Travers Partner Sydney 25 May 2017 i. ii. KPMG 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. 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 Liability limited by a scheme approved under Professional Standards Legislation. Professional Standards Legislation. 46 | Thorn Group CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2017 $’000 AUD Continuing operations Revenue Finance lease cost of sales Employee benefit expense Impairment losses on loans and receivables Marketing expenses Property expenses Transport expenses Communication & IT expenses Printing, stationary and postage 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 from continuing operations Discontinued operation Notes 2017 2016* 3 298,695 289,346 20 (84,013) (58,150) (28,607) (13,602) (10,495) (5,906) (6,314) (2,945) (2,024) (24,764) (14,796) – (75,115) (52,104) (31,435) (14,642) (9,951) (5,886) (5,754) (2,812) (1,707) (20,646) (24,995) (6,672) (251,616) (251,719) 47,079 (9,478) 37,601 9 (12,195) 25,406 37,627 (6,512) 31,115 (12,004) 19,111 (Loss)/Profit from discontinued operation, net of tax 19 (98) 948 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 Earnings per share – continuing operations Basic earnings per share (cents) Diluted earnings per share (cents) Earnings per share Basic earnings per share (cents) Diluted earnings per share (cents) 25,308 20,059 (546) 24,762 107 20,166 15 15 15 15 16.3 16.3 16.2 16.2 12.5 12.5 13.1 13.1 * Restated to redirect the results of discontinued business, NCML, into one line above Profit after tax. For details see Note 19. The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes. Annual Report 2017 | 47 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2017 $’000 AUD Assets Cash and cash equivalents Trade and other receivables Income tax receivable Total current assets Trade and other receivables 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 2017 2016* 4 4 6 8 13 12 13 10 12 14,681 185,578 5,916 206,175 307,397 5,058 6,651 24,322 343,428 549,603 12,011 23,121 46,904 5,414 9,037 96,487 229,559 12,163 309 847 242,878 339,365 210,238 14,049 149,497 5,363 168,909 231,562 3,244 13,809 25,524 274,139 443,048 15,698 22,941 39,091 5,584 990 84,304 158,782 1,344 375 710 161,211 245,515 197,533 115,340 109,854 2,979 91,919 3,188 84,491 210,238 197,533 * Certain balances in 2016 have been restated. Refer to Note 6 for further information. The consolidated statement of financial position is to be read in conjunction with the accompanying notes. 48 | Thorn Group CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2017 $’000 AUD Share capital Reserves 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 Balance at 1 April 2016 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 2017 103,446 – – 6,408 – – 2,989 – 107 – 92 – Retained earnings 83,053 20,059 – – – Total equity 189,488 20,059 107 6,408 92 (18,621) (18,621) 109,854 3,188 84,491 197,533 109,854 3,188 84,491 197,533 – – 5,486 – – – (546) – 337 – 25,308 25,308 – – – (546) 5,486 337 (17,880) (17,880) 115,340 2,979 91,919 210,238 The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes. Annual Report 2017 | 49 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2017 $’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 Disposal 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 2017 2016 621,320 694,002 (425,366) (546,769) 195,954 147,233 (9,478) (9,118) (6,512) (13,548) 177,358 127,173 175 6 (81,889) (178,462) (3,933) 21,185 19 603 (75,584) (91,743) (1,942) – (242,924) (168,666) 166,333 (87,743) (12,392) 66,198 632 14,049 14,681 94,327 (40,428) (12,213) 41,686 193 13,856 14,049 The consolidated statement of cash flows is to be read in conjunction with the accompanying notes. 50 | Thorn Group CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2017 CASH AND CASH EQUIVALENTS $’000 AUD Bank balances Call deposits Cash and cash equivalents 2017 2016 14,681 – 14,681 13,936 113 14,049 Included in cash are amounts of $8,043,000 (2016: $3,941,000) 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 $6,638,000 (2016: $10,108,000). 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 Loss on sale of subsidiary and money in escrow Transfer of rental assets to/from finance leases Business Finance settlements Operating profit before changes in working capital and provisions Changes in working capital and provisions, net of the effects of the Purchase of subsidiaries (Increase) in trade and other receivables Increase in deferred tax liability (Decrease) in income tax liability (Decrease)/Increase in trade and other payables Increase/(Decrease) in provisions and employee benefits Net cash from operating activities The consolidated statement of cash flows is to be read in conjunction with the accompanying notes. 2017 2016 25,308 20,059 14,843 337 1,033 77,760 178,462 297,743 31,973 92 – 70,625 91,743 214,492 (136,773) (91,652) 10,300 (553) (2,167) 8,808 2,847 (3,984) 6,971 (1,501) 177,358 127,173 Annual Report 2017 | 51 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017 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 2017 comprise 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 2017. (b) Basis of Preparation The consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency. The consolidated financial statements have been prepared on the historical cost basis except where assets are carried at fair value. The Company is of a kind referred to in ASIC Instrument 2016/191 issued by the Australian Securities and Investments Commission and in accordance with that Instrument, amounts in the financial report and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated. The preparation of the consolidated financial statements in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the consolidated entity. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. In particular, information about significant areas of estimation, uncertainties and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements include the following: (i) Valuation of goodwill and other intangibles. See Note 8. (ii) Impairment of goodwill. See Note 8. (iii) Longer term Consumer Rental asset depreciation. See Note 6. (iv) Impairment of receivables. See Note 11. (v) Purchased debt ledgers (PDL, up to 13th Sep 2016). 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: (i) The amount is significant because of its size or nature; (ii) It is important for understanding the results of the Group or changes in the Group’s business; and (iii) 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. (d) Finance expenses Finance expenses comprise interest expense on borrowings, interest rate hedge costs and the amortisation of deferred borrowing costs. All borrowing costs are recognised in the profit or loss using the effective interest rate method. (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. 52 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2017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 2016 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 2019 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 2018, 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. Annual Report 2017 | 53 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 Equipment Finance division which provides financial products to small and medium enterprises including equipment leasing, the Trade & Debtor Finance which provides invoice discounting and the Consumer Finance division which provides personal loans and is now closed and in run-off. Segment performance is evaluated based on EBIT. Interest and income tax expense are not allocated to operating segments, as this type of activity is managed on a group basis. 2017 $’000 AUD Segment revenue Operating expenses EBITDA Segment assets Segment liabilities 2016 $’000 AUD Segment revenue Operating expenses EBITDA Depreciation, amortisation and impairment (13,964) EBIT Finance expenses 36,342 16,114 – – Profit before tax – continuing operations 36,342 16,114 2,327 3,950 (21,132) 37,601 Consumer Leasing Equipment Finance Trade & Debtor Finance Consumer Finance Corporate Consolidated 251,175 (200,869) 50,306 26,422 (9,945) 16,477 (363) 11,227 (8,701) 2,526 (199) 2,327 – 9,871 – 298,695 (5,873) (11,432) (236,820) 3,998 (11,432) 61,875 (48) (222) (14,796) 3,950 (11,654) 47,079 – (9,478) (9,478) 193,396 239,268 (61,694) – 45,852 (1,209) 21,448 49,639 549,603 – (276,462) (339,365) Consumer Leasing Equipment Finance Trade & Debtor Finance Consumer Finance Corporate Consolidated 245,701 (179,854) 65,847 16,703 (7,484) 9,219 (438) 8,781 – 13,823 13,119 – 289,346 (9,211) (14,503) (9,000) (220,052) 4,612 (263) 4,349 – (1,384) (473) (9,000) (8,563) 69,294 (31,667) (1,857) (17,563) 37,627 – (6,512) (6,512) Depreciation, amortisation and impairment (i) (21,930) EBIT Finance expenses 43,917 – Profit before tax – continuing operations 43,917 8,781 4,349 (1,857) (24,075) 31,115 Segment assets Segment liabilities 160,386 131,863 (39,593) – 44,194 (5,889) 33,615 49,395 419,453 – (197,871) (243,353) Preparation of the segment note includes allocation of corporate costs. The allocation method adopted in 2017 was changed to improve disclosure. The comparative 2016 disclosure was restated using the new allocation basis. (i) Corporate depreciation, amortisation and impairment includes the impairment of NCML goodwill of $6.7m. 54 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 20173. REVENUE $’000 AUD Operating leases Finance lease sales Interest Other commercial revenue 2017 2016 42,900 116,840 127,728 11,227 68,125 103,434 103,964 13,823 298,695 289,346 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. • Other commercial revenue represents fees derived from invoice discounting transactions performed by Trade & Debtor Finance within the Thorn Business Finance division 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 Lease deposits Other receivables and prepayments Purchased debt ledgers Non-current Finance lease receivables Loan receivables Purchased debt ledgers 2017 2016* 6,614 114,034 33,873 16,700 617 13,740 – 3,776 63,256 40,313 23,464 616 10,888 7,184 185,578 149,497 298,027 204,718 9,370 – 14,482 12,362 307,397 231,562 * Certain 2016 balances have been restated. Refer to Note 6 for further details. 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 were 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 is disclosed in Note 11. Annual Report 2017 | 55 5. LEASES Finance leases as lessor The consolidated entity has finance lease, hire purchase agreements and chattel mortgage contracts. The consolidated entity classifies longer term Consumer Rental 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 2017 2016 249,157 392,341 641,498 (108,193) (94,314) 175,373 283,653 459,026 (85,855) (78,949) (202,507) (164,804) (26,930) 412,061 (26,248) 267,974 2017 3,408 886 4,294 2016 4,859 1,093 5,952 2017 2016 7,487 10,831 18,318 5,887 6,933 12,820 The consolidated entity leases all store and office premises under operating leases. The leases typically run for a period of 3-5 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 2017 was $11,229,000 (2016: $11,285,000). 56 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 20176. RENTAL ASSETS $’000 AUD Opening balance Acquisitions Disposals Depreciation Transfers to finance leases Transfers from finance leases 2017 2016* 13,809 81,889 (1,559) (11,740) (85,237) 9,489 6,651 29,458 75,584 (1,978) (19,871) (76,375) 6,991 13,809 * The procedure for purchasing rental assets involves making deposit payments to overseas suppliers and settling balances when delivery is complete. An adjustment for the gross up of rental assets and trade payables has occurred and has been reflected as a restatement of 2016 balances with other restatements to other receivables and trade creditors. This resulted in a reduction of rentals assets of $4.4m to $13.9m, increase of trade and other receivables (current) of $1.6m to $13.8m and decrease in trade payables of $2.8m to $15.7m. 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. 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. The procedure for purchasing rental assets involves making deposit payments to overseas suppliers and settling balances when delivery is complete. A change in procedures recording these cash flows has been reflected in a restatement of 2016 balances with other restatements to other receivables and trade creditors. 7. PURCHASED DEBT LEDGERS Purchased Debt Ledgers (PDL) were 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 (up to 13 Sep 2016): $’000 AUD At the beginning of the year Net additions Collections Revenue Sale of asset through disposal of division At the end of the year PDLs are classified as follows: $’000 AUD Less than one year Between one and five years At the end of the year 2017 2016 19,546 4,651 (4,715) 2,587 (22,069) 14,409 11,981 (11,271) 4,427 – – 19,546 2017 2016 – – – 7,184 12,362 19,546 Annual Report 2017 | 57 Fair values of PDLs were determined using a discounted cash flow valuation technique. Cash flow forecasts were 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. 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 8. INTANGIBLE ASSETS $’000 AUD 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 Year ended 31 March 2017 Opening net carrying amount Additions Amortisation and Impairment charges for the year Closing net book amount At 31 March 2017 Cost Amortisation and Impairment Net book amount Goodwill Customer Relationships Software Total 27,330 – (6,672) 20,658 34,404 (13,746) 20,658 20,658 – – 20,658 27,732 (7,074) 20,658 1,758 – 5,645 1,159 34,733 1,159 (1,758) (1,938) (10,368) – 4,866 25,524 8,797 (8,797) – – – – – – – – 11,569 (6,703) 4,866 4,866 839 (2,041) 3,664 12,408 (8,744) 3,664 54,770 (29,246) 25,524 25,524 839 (2,041) 24,322 40,140 (15,818) 24,322 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 of the acquired business. 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. 58 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 20178. INTANGIBLE ASSETS CONTINUED 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 for software in the current and comparative periods are 3–8 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 Trade & Debtor Finance Total 2017 2016 15,604 5,054 20,658 15,604 5,054 20,658 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 be impacted by the application of new consumer lending criteria and certain strategic initiatives regarding the product offering. The finance lease receivable book position will decline temporarily resulting in strong initial cash flows. Cash flows will decline in subsequent years as the book grows until a terminal positive cash flow is achieved. Cost of product purchased and operational costs are also assumed to reduce with the implementation of strategic initiatives already underway. A pre-tax discount rate is assumed at 13.35% (2016: 13.85%). A terminal value is calculated using the cash inflows for year 5 (when the book is mature and new contracts replaces those rolling off) with a long-term growth rate of 2.0%. The value in use calculation in 2017 was determined on a similar basis to the 2016 calculation. 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. Trade & Debtor Finance Goodwill of $3,247,000 was initially and provisionally established at the time of purchase and finalised at $5,054,000 during the year ended 31 March 2016. A pre-tax discount rate is assumed 10.40% (2016: 13.85%) and a terminal value is calculated using the cash flows for year 5 of the forecast period with a long-term growth rate of 2.0%. Management has identified that a reasonable possible change in the budgeted EBITDA growth rate could cause the carrying amount to exceed the recoverable amount. Budgeted EBITDA growth rate would need to decrease individually by 26.58% for the estimated recoverable amount to be equal to the carrying amount. Annual Report 2017 | 59 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 Tax on discontinued operations 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% (2016: 30%) Change in income tax expense due to: Non-deductible expenses (Over)/Under provided in prior years 2017 2016 2,379 (42) 9,817 41 9,543 20 2,847 (406) 12,195 12,004 2017 2016 37,601 11,280 957 (42) 31,115 9,335 2,649 20 Income tax expense on pre-tax accounting profit 12,195 12,004 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 2017 2016 2017 2016 2017 2016 65,883 602 944 – 5,000 1,380 – 55,504 675 2,601 – – – – – – 65,883 602 944 55,504 675 2,601 – (85,972) (66,892) (85,972) (66,892) 4,391 2,131 246 – – – – – – 5,000 1,380 – 4,391 2,131 246 Tax assets/(liabilities) 73,809 65,548 (85,972) (66,892) (12,163) (1,344) 60 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 201710. DEFERRED TAX ASSETS AND LIABILITIES CONTINUED 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. 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. 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. 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. 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. 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. Annual Report 2017 | 61 Credit risk Credit risk is the risk of loss that arises when a customer or third party fails to pay an amount owing to the Company and is the most significant risk to the group. The maximum exposure to credit risk is represented by the carrying amount receivables and loans. The Group leases products to consumers (as well as consumer loans that are in run off) and provides business finance to SME’s pursuant to policies and procedures that are intended to ensure that there is no concentration of credit risk with any particular individual, company or other entity. The Group is subject to a higher level of credit risk due to the credit constrained nature of many of the Company’s customers and in circumstances where its policies and procedures are not complied with. The Group maintains a provision for receivable losses. The process for establishing the provision for losses is critical to the Group’s results of operations and financial condition. It is determined by the Group using a calculation that considers the relative maturity of the receivables and loans within the portfolio, the long term expected loss rates based on actual historical performance and the long-term expected losses for a vintage of loans over their life based on actual historical performance. To the extent that such historical data used to develop its allowance for loans losses is not representative or predictive of current book performance, the Group could suffer increased loan losses beyond those provided for on its financial statements. The Group cannot guarantee that delinquency and loss levels will correspond with the historical levels experienced and there is a risk that delinquency and loss rates could increase significantly and have a material adverse effect on the financial results of the Group. 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. 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 Thorn Equipment Finance lease receivables Other commercial receivables Loan receivables Purchased debt ledgers 2017 2016 6,614 172,793 239,268 33,873 26,070 – 3,776 136,047 131,927 40,313 37,946 19,546 478,618 369,555 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 2017 Impairment 2017 Gross 2016 Impairment 2016 3,949 1,918 2,027 7,894 – (384) (896) (1,280) 1,146 2,070 1,735 4,951 – (408) ( 767) (1,175) The net value of trade receivables as at 31 March 2017 was $6,614,000 (2016: $3,776,000) 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. 62 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 201711. FINANCIAL RISK MANAGEMENT CONTINUED Impairment losses continued Consumer finance lease receivables Finance lease receivables net of provision total $172,793,000 (2016: $136,047,000) 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 2017 is $21,893,000 (2016: $22,114,000). 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 2017 is $106,581,000 (2016: $91,068,000). Thorn Equipment 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 2017 Impairment 2017 Gross 2016 Impairment 2016 234,081 5,261 4,962 – (74) (4,962) 132,631 1,535 1,895 (2,086) (153) (1,895) 244,304 (5,036) 136,061 (4,134) The net value of commercial finance lease receivables as at 31 March 2017 was $239,268,000 (2016: $131,927,000) 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 2017 Impairment 2017 Gross 2016 Impairment 2016 13,871 13,265 7,745 34,881 – – (1,008) (1,008) 7,857 14,256 20,225 42,338 – – (2,025) (2,025) The net value of other commercial receivables as at 31 March 2017 was $33,873,000 (2016: $40,313,000) 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 2017 Impairment 2017 Gross 2016 Impairment 2016 26,250 2,585 3,294 32,129 (2,506) (259) (3,294) (6,059) 38,738 2,968 3,557 (3,463) (297) (3,557) 45,263 (7,317) The net value of loan receivables as at 31 March 2017 was $26,070,000 (2016: $37,946,000) Annual Report 2017 | 63 Liquidity risk Liquidity risk is the risk that the Group’s financial condition is adversely affected by an inability to meet funding obligations and support its business growth. The Company manages its capital to maintain its ability to continue as a going concern and to provide adequate returns to shareholders by way of share appreciation and dividends. The capital structure of the Group consists of external debt and shareholders’ equity. The Group manages its capital structure and makes adjustments to it in light of economic conditions and the Group’s individual situation. The Group’s debt facilities must be renewed on a periodic basis. These facilities contain restrictions on the Group’s ability to, among other things, pay dividends, sell or transfer assets, incur additional debt, repay other debt, make certain investments or acquisitions, repurchase or redeem shares and engage in alternate business activities. The facilities also contain a number of financial and non-financial covenants. Failure to meet any of these covenants could result in an event of default under these facilities which could, in turn, allow the lender to declare all amounts outstanding to be immediately due and payable or the inability to draw down further. In such a case, the financial condition, liquidity and results of operations of the Group could materially suffer. The Group has been successful in renewing and expanding its debt facilities in the past to meet the needs of its growing business. If the Group were unable to renew these facilities or unable to renew on acceptable terms when they became due, there could be a material adverse effect on the Group’s financial condition, liquidity and results of operations. 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. The following are the contractual maturities of the consolidated entity’s financial liabilities including, where applicable, future interest payments as at 31 March 2017. 31 March 2017 $’000 AUD Secured loan facilities Trade and other payables 31 March 2016 $’000 AUD Secured loan facilities Trade and other payables Carrying Amount Contractual Cash Flows 1 year or less 1-5 years 276,463 43,232 319,695 298,300 43,232 341,532 57,162 43,232 241,138 – 100,394 241,138 Carrying Amount Contractual Cash Flows 1 year or less 1-5 years 197,873 213,603 38,640 38,640 46,479 38,640 167,124 – 236,513 252,243 85,119 167,124 5 years or more – – – 5 years or more – – – The consolidated entity’s access to financing arrangements is disclosed in Note 13. 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. Foreign Currency Risk 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. Group has historically been able to price its lease transactions to compensate for the impact of foreign currency fluctuations on its purchases. However, in periods of rapid change in an exchange rate, the Company may not be able to pass on such changes in the cost of purchased products to its customers which may negatively impact the Company’s financial performance. The Company currently does not actively hedge foreign currency risk and transacts in foreign currencies on a spot basis. 64 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 201711. FINANCIAL RISK MANAGEMENT CONTINUED Interest Rate Risk Interest rate risk is the risk the consolidated entity incurs financial loss due to adverse movement in interest rates. The consolidated entity is subject to interest rate risk on both its senior debt facility and the securitised warehouse. The consolidated entity purchases interest rate hedges to effectively fix the securitised warehouse which has a known term and predictable cash inflows on the established book. No interest rate hedges have been purchased on the senior debt facility. At the reporting date the interest rate profile of the consolidated entity’s interest bearing financial instruments was: $’000 AUD 2017 2016 Financial assets Financial liabilities 6,638 10,108 (276,463) (197,873) 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 $1,889,000 (2016: $1,314,000). 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. Annual Report 2017 | 65 12. PROVISIONS 2017 $’000 AUD Opening balance Provisions made during the year Provisions used during the year Provisions reversed during the year Current Non-current 2016 $’000 AUD Opening balance Provisions made during the year Provisions used during the year Provisions reversed during the year Current Non-current Regulatory Make good – 8,100 – – 8,100 8,100 – 8,100 1,700 299 (144) (71) 1,784 937 847 1,784 Regulatory Make good Total 1,700 8,399 (144) (71) 9,884 9,037 847 9,884 Total 1,680 181 (161) – – – – – – – – – 1,680 181 (161) – 1,700 1,700 990 710 990 710 1,700 1,700 Regulatory Regulatory provision represents amounts set aside for potential customer remediation, penalties and costs of engaging expert advice. Make good – lease premises Make good provision represents expected costs of returning lease premises to an appropriate condition upon termination of rental contract. 66 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 201713. BORROWINGS $’000 AUD Current liabilities Secured loans Non-current liabilities Secured loans 2017 2016 46,904 39,091 229,559 158,782 276,463 197,873 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. Financing Loan Facilities $’000 AUD Secured Loan Facility (Maturity 30 April 2018) Utilised Available headroom Secured Loan Facility (Maturity 30 April 2018) Utilised Available headroom Securitised warehouse facility (Maturity 16 December 2017) Utilised Available headroom Total loan facilities Utilised Available headroom 2017 2016 110,000 110,000 94,400 15,600 65,000 30,000 35,000 180,000 152,063 27,937 355,000 276,463 78,537 104,000 6,000 30,000 12,000 18,000 100,000 81,873 18,127 240,000 197,873 42,127 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. 14. 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 2017 2016 154,466,886 151,337,839 – – 3,779,965 3,129,047 158,246,851 154,466,886 Annual Report 2017 | 67 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. 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: 2017 Final 2016 Interim 2017 Total amount 2016 Final 2015 Interim 2016 Total amount Cents per share Amount $’000 AUD Franking % Date of payment 6.0 5.5 6.75 5.5 9,268 8,612 17,880 10,215 8,406 18,621 100% 18 July 2016 100% 20 January 2017 100% 16 July 2015 100% 21 January 2016 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. $’000 AUD Final ordinary Cents per share Total amount Franked % Expected date of payment 2.5 3,956 100% 18 July 2017 The financial effect of this dividend has not yet been brought to account in the financial statements for the year ended 31 March 2017 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 $1,695,000 (2016: $3,972,000). Dividend franking account $’000 AUD 30% franking credits available to shareholders of Thorn Group Limited 2017 2016 31,559 37,625 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. 68 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 201714. CAPITAL AND RESERVES CONTINUED 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 3,779,965 new ordinary shares were issued during this financial year to the value of $5,486,179. 15. 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 2017 was based on profit attributable to ordinary shareholders of $25,308,000 (2016: $20,059,000) and a weighted average number of ordinary shares during the year ended 31 March 2017 of 156,266,756 (2016: 152,707,502). 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 2017 was based on profit attributable to ordinary shareholders of $25,308,000 (2016: $20,059,000) and a weighted average number of ordinary shares during the year ended 31 March 2017 of 156,266,756 (2016: 152,707,502), which includes performance rights granted. Profit attributable to ordinary shareholders (basic) $’000 AUD Profit attributable to ordinary shareholders (basic and diluted) – continuing operations Profit attributable to ordinary shareholders (basic and diluted) 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 – continuing operations Basic earnings per share (cents) Diluted earnings per share (cents) Earnings per share Basic earnings per share (cents) Diluted earnings per share (cents) 2017 2016 25,406 25,308 19,111 20,059 154,467 151,338 1,800 1,370 156,267 152,708 154,467 151,338 1,800 1,370 156,267 152,708 16.3 16.3 16.2 16.2 12.5 12.5 13.1 13.1 Annual Report 2017 | 69 16. CONSOLIDATED ENTITIES Parent entity Thorn Group Limited Subsidiaries Thorn Australia Pty Ltd Eclipse Retail Rental Pty Ltd Rent Try Buy Pty Ltd Thorn Personal Finance 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 Unit Trust Country of Incorporation Ownership interest 2017 2016 Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 100% 100% 100% 100% 100% 100% 100% 0% 0% 0% 0% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Basis of Consolidation Subsidiaries Subsidiaries are entities (including special purpose entities) controlled by the consolidated entity. The consolidated entity controls an entity when is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The consolidated entity has established a special purpose entity (SPE), Thorn ABS Warehouse Trust No.1, for the purpose of securitising finance lease receivables acquired and other receivables it intends to originate. The SPE entity is wholly owned by the consolidated entity and included in the consolidated financial statements, based on the evaluation of the substance of its relationship with the consolidated entity and the SPE’s risks and rewards. The following circumstances indicate a relationship in which the consolidated entity controls and subsequently consolidates the SPE: • The activities of the SPE are being conducted on behalf of the consolidated entity according to its specific business needs so that the consolidated entity obtains benefits from the SPE’s operation. • The consolidated entity has the decision making powers to obtain the majority of the benefits of the activities of the SPE. • The consolidated entity retains the majority of the residual of ownership risks of the SPE or its asset in order to obtain benefits from its activities. 70 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 201717. DEED OF CROSS GUARANTEE Pursuant to ASIC Corporations Instrument 2016/914 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 Corporates Instrument 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 16 (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 2017, 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 $8,043,000 and trade and other payables would decrease by $8,043,000. 18. PARENT ENTITY DISCLOSURES As at, and throughout, the financial year ending 31 March 2017 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 2017 2016 17,880 (546) 17,334 18,621 107 18,728 5,916 5,363 136,398 119,749 5,916 18,079 5,363 6,707 115,340 109,854 2,979 3,188 118,319 113,042 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 and Note 17. Annual Report 2017 | 71 19. DISPOSAL OF SUBSIDIARY Effective 13 September 2016, the NCML Receivables Management business was sold to a third party. The group received $21.6m cash on settlement. A further $1.0m is being held in escrow and has been recognised in other receivables. There is an on-going independent review of the working capital position of the business at date of settlement and the sale price subsequently adjusted. A provisional loss on sale of $710,000 after tax has been recognised in 2017. Result of discontinued operation 2017 2016 7,084 (6,209) 875 (263) 612 (1,014) 304 (98) 15,174 (13,820) 1,354 (406) 948 – – 948 2017 2016 (2,383) (19) (2,402) 797 (86) 711 2017 (415) (23,685) (519) (216) 1,341 801 60 (22,633) 21,600 (415) 21,185 $’000 AUD Revenue Expenses Results from operating activities Income tax Results from operating activities, net of tax (Loss) on sale of discontinued operation Income tax benefit on sale of discontinued operation (Loss)/Profit from discontinued operations, net of tax Cash flow from (used in) discontinued operation $’000 AUD Net cash used in operating activities Net cash from investing activities Net cash flows for the year Effect of disposal on the financial position of the Group $’000 AUD Cash and cash equivalents Trade and other receivables Deferred tax asset Property, plant and equipment Trade and other payables Employee benefits Provisions Net assets and liabilities Consideration received, satisfied in cash Cash and cash equivalents disposed of Net cash inflows 72 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 201720. EMPLOYMENT BENEFITS EXPENSE $’000 AUD Wages and salaries Contributions to defined contribution superannuation funds Termination benefits Equity settled share-based payment transactions 21. RELATED PARTIES Key management personnel remuneration $’000 AUD Short-term employee benefits Post-employment benefits Long-term employee benefits Share-based payments 2017 2016 53,320 3,775 718 337 48,281 3,415 316 92 58,150 52,104 2017 2016 2,981,837 2,617,605 150,699 38,242 235,192 174,452 36,719 116,468 3,405,970 2,945,244 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 $33,665. This work was undertaken and invoiced on an arm’s 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. 22. AUDITORS’ REMUNERATION In whole AUD Audit services KPMG Australia: Audit and review of financial reports Compliance assurance services Disposal of subsidiary related audit services Other services KPMG Australia: Taxation services – compliance and advice Transaction services Regulatory advisory* Risk Consulting services Other Services 2017 2016 367,000 36,000 33,500 357,000 31,500 – 436,500 388,500 132,989 – 180,000 112,848 18,525 444,362 82,206 144,000 – 201,099 68,245 495,550 * The regulatory advisory assignment was a one-off non recurring item and KPMG were contracted as they were best placed for that particular work. Annual Report 2017 | 73 23. CONTINGENT LIABILITY Class Action The Thorn subsidiary running Radio Rentals was named on 29 March 2017 as the respondent to a class action proceeding that has been commenced by one of its customers in the Federal Court of Australia. The statement of claim relates to misleading, deceptive and unconscionable conduct, false representations and unfair contract terms. The matter will be vigorously defended and is expected to take some time, possibly years, to resolve. No provision has been taken in these accounts. Legal fees will be incurred defending the matter over the period of that defence should the matter proceed. 24. SUBSEQUENT EVENTS Thorn’s Chief Financial Officer and Company Secretary, Peter Forsberg, was appointed Acting CEO on 24 April 2017 following the resignation of James Marshall. Thorn’s General Manager of Finance, Andrew Crowther was appointed Acting Chief Financial Officer on 24 May 2017. 74 | Thorn Group NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2017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 47 to 74 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 2017 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 Corporations Instrument 2016/914. 3. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 31 March 2017. Signed in accordance with a resolution of the directors. Joycelyn Morton Chair Dated at Sydney 25 May 2017 Annual Report 2017 | 75 INDEPENDENT AUDITOR’S REPORT Independent Auditor’s Report To the shareholders of Thorn Group Limited, Report on the audit of the Financial Report Opinion We have audited the Financial Report of the Thorn Group Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including • giving a true and fair view of the Group’s financial position as at 31 March 2017 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises the: • Consolidated statement of financial position as at 31 March 2017 • Consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the year then ended • Notes including a summary of significant accounting policies • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year end and from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. Key Audit Matters The Key Audit Matters we identified are: • Finance lease receivables impairment provision. • Valuation of goodwill. • Regulatory provisions Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 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 Profession Standards Legislation. 76 | Thorn Group INDEPENDENT AUDITOR’S REPORT (CONTINUED) Finance lease receivables impairment provision ($26,930,000) Refer to Note 11 to the Financial Report The key audit matter How the matter was addressed in our audit The Group estimate impaired finance lease receivables collectively, by categorising lease receivables into portfolios with similar risk profiles, and using historical experience of actual- category impairment losses adjusted for any effects of conditions existing at the balance date. Our audit attention focused on the finance lease receivables impairment provision specifically for the Rent Try Buy 48 month (“RTB 48”) portfolio of finance lease receivables as a Key Audit Matter. This portfolio contains lease contracts which have not yet gone to term, therefore, there is a limited profile of historical impairment losses with which to estimate the impairment provision. As a result, there are significant asusmptions associated with the Group’s assessment of the RTB 48 impairment provision, which are subjective and created complexity in our audit. We focused on the following significant assumptions: • ‘expected loss’ of products in the remaining life of the contract. The expected loss reflects the risk of non-recoverability of the receivable and the risk that the customer has also absconded with an asset after the cancellation of the contract. • extended length of maturity, compared to other categories, as this increases the risk of non-recoverability; and • nature of the products leased. Portable products increases the risk of loss of product. Our procedures included: • Evaluation of the Group’s finance leasing accounting process. We tested a sample of controls in this process designed to limit the risk of impairment of finance lease receivables including the approval of new customer applications and authorisation to write off impaired lease receivables; • We compared the RTB 48 month receivable life curve to prior period life curves, for patterns such as loss of products, length of maturity for expected loss, and nature of products lost, to challenge the profile of the current period RTB 48 month receivables life curve. We checked these considerations in the Group’s impairment provision at balance date. The life curve is a graph showing the average proportion of receivables for a group of RTB 48 month receivables recorded in the same month since they were installed. • We assessed the total impairment provision by: (1) assessing the historical impairment losses, compared to the prior year’s impairment provision; and (2) analysing actual impairment losses compared to gross historical finance lease receivable balances, economic conditions, and our experience. Economic conditions include consideration of household debt to assets ratio, unemployment rates and household discretionary income. Deterioration of these reduces capacity for customers to meet their repayments and increases the risk of impairment. We used this to inform our evaluation of the Group’s impairment provision specifically for the RTB 48 month receivable portfolio. Annual Report 2017 | 77 INDEPENDENT AUDITOR’S REPORT (CONTINUED) Valuation of goodwill ($20,658,000) Refer to Note 8 to the Financial Report The key audit matter How the matter was addressed in our audit Our audit attention focused on the valuation of goodwill as a key audit matter due to the level of significant judgement required by us in evaluating the Group’s assessment of impairment. The assessment of impairment of goodwill is based on a value in use model, which includes assumptions, including forecast cash flows, discount rate applied, and the forecast growth and terminal growth rates. Reasonably possible changes in these assumptions have a significant impact on the valuation. Estimating the cash flows requires the exercise of judgement as to the likely impact of: • competitive pressures in the invoice discounting sector • the Thorn Debtor Finance cash generating unit (CGU) being recently acquired and in the process of being integrated into the business • potential changes resulting from early adoption of proposed regulatory changes to the consumer leasing sector and lending practices. The significant judgement involved in the annual impairment testing necessitated specialist involvement and experienced senior team member time. Our procedures included: • We performed sensitivity analysis, specifically for the recently acquired Thorn Debtor Finance CGU, for key assumptions, including terminal growth rate and forecast cash flows to further focus our procedures; • Working with our specialists we used our knowledge of the client, and their industry to challenge the Group’s value in use model and significant assumptions. This included: (1) corroborating the Group’s growth rate assumptions and discount rates for both the Thorn Debtor Finance and consumer leasing CGUs to known market trends and comparable entities, and (2) evaluating forecast cashflows in light of recent competitive market pressure and changes to lending practices resulting from proposed regulatory changes. This included comparing revenue growth rates for the consumer leasing and invoice discounting sector to the growth rates incorporated in the Group’s value in use model. • We assessed the historical accuracy of previous Group forecasts to inform our evaluation of forecasts incorporated in the value in use model. 78 | Thorn Group INDEPENDENT AUDITOR’S REPORT (CONTINUED) Regulatory provision ($8,100,000) Refer to Note 12 to the Financial Report The key audit matter How the matter was addressed in our audit Our audit attention focused specifically on the regulatory provision as a key audit matter due to the level of judgement required by us in evaluating the Group’s assessment of the provision. The provision relates to matters arising from the Group’s serviceability model and lending practice compliance with the requirements of the National Consumer Credit Protection Act. The components of the provision estimation we focussed on are the: (1) anticipated civil penalty; and (2) compensation of customers, who are required to be remediated. ASIC’s investigation into the Group’s compliance with responsible lending laws is continuing, and has not yet been finalised. Our judgement involved assessing the Group’s determination of the merit of the case, given the investigation is not finalised, evaluating and measuring any resulting obligations, and analysing the disclosure as a contingent liability against requirements of the accounting standard AASB 137 Provisions, Contingent Liabilities and Contingent Assets. We used senior team members to assess these judgements. Our audit procedures included: • Evaluating external information regarding the Group’s estimates for claims relating to, their serviceability model and responsible lending practices, including an anticipated civil penalty and compensation of customers. • Obtaining the Group’s calculation of the provision related to the compensation of customers and checking on a sample basis the data used in the calculation for consistency to the billing system, as tested by us. • Assessing the parameters of the Group’s calculation of the provision related to the compensation of customers to the parameters likely to be applied by ASIC in considering the completeness of the provision. The parameters we specifically tested were the period in which the Group’s serviceability model was in place, financial obligations, and arrears events of the customer. • Assessing the disclosures against those required under AASB 137 for consistency to reflect underlying facts and current circumstances and our knowledge of the matter. Annual Report 2017 | 79 INDEPENDENT AUDITOR’S REPORT (CONTINUED) Other Information Other Information is financial and non-financial information in Thorn Group Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor's Report. The Directors are responsible for the Other Information. The Other Information we obtained prior to the date of this Auditor’s Report was the Directors’s Report. The anticipated 2017 Financial Overview, Chair’s Report, Managing Director’s Report, Board of Directors, Leadership Team, Our Businesses, Addressing Financial Exclusion, Community, and the Corporate Directory are expected to be made available to us after the date of the Auditor's Report. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not and will not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and • assessing the Group’s ability to continue as a going concern. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_files/ar2.pdf. This description forms part of our Auditor’s Report. 80 | Thorn Group INDEPENDENT AUDITOR’S REPORT (CONTINUED) Report on the Remuneration Report Opinion Directors’ responsibilities In our opinion, the Remuneration Report of Thorn Group Limited for the year ended 31 March 2017, complies with Section 300A of the Corporations Act 2001. The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in pages 32 to 44 of the Directors’ report for the year ended 31 March 2017. Our responsibility is to express an opinion on the Remuneration Report, based on our Audit conducted in accordance with Australian Auditing Standards. KPMG Anthony Travers Partner Sydney 25 May 2017 Annual Report 2017 | 81 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 at 30 June 2017 Total Holders Units % Issued Capital 2,019 4,092 1,964 2,031 1,113,749 11,706,247 15,185,315 48,253,296 79 81,988,244 0.70 7.40 9.60 30.49 51.81 0.00 10,185 158,246,851 100.00 Minimum $ 500.00 parcel at $ 1.42 per unit 353 638 93,702 Minimum Parcel Size Holders Units THE NAMES OF THE SUBSTANTIAL SHAREHOLDERS LISTED IN THE COMPANY’S REGISTER AS AT 30 JUNE 2017 ARE: Rank Top Investors 1 2 3 Investors Mutual Limited Vinva Investment Management Limited IOOF Holdings Ltd % Issued Capital 15,023,915 9,480,417 9,471,534 9.49% 5.99% 5.99% 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. 82 | Thorn Group SHAREHOLDER INFORMATION (CONTINUED) 20 LARGEST SHAREHOLDERS – ORDINARY SHARES Rank Name 1. HSBC Custody Nominees (Australia) Limited 2. J P Morgan Nominees Australia Limited 3. Citicorp Nominees Pty Limited 4. National Nominees Limited 5. BNP Paribas Nominees Pty Ltd 6. BNP Paribas Noms Pty Ltd 7 8. Louis Pierre Ledger Australian Executor Trustees Limited 9. Citicorp Nominees Pty Limited 10. Bond Street Custodians Limited 11. Bentale Pty Ltd 12. HSBC Custody Nominees (Australia) Limited - A/C 2 13. Brispot Nominees Pty Ltd 14. BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd Drp 15. Mr Michael John Horn 16. Mr Francis Maxwell Hooper 17. Blue Feather (QLD) Investments Pty Ltd 18. Romsup Pty Ltd 19. Mr Trevor William Donaldson + Mrs Marie Elizabeth Donaldson 20. Associated World Investments Pty Limited Number of ordinary fully paid shares held % held of issued ordinary capital 30,786,016 18,211,189 4,635,509 3,799,295 3,756,108 2,242,190 1,654,202 1,592,972 1,026,178 659,745 653,000 633,591 550,306 519,149 454,500 400,171 387,132 338,696 320,000 300,000 19.45 11.51 2.93 2.40 2.37 1.42 1.05 1.01 0.65 0.42 0.41 0.40 0.35 0.33 0.29 0.25 0.24 0.21 0.20 0.19 Annual Report 2017 | 83 CORPORATE DIRECTORY DIRECTORS Joycelyn Morton Chair, Non-Executive Director Belinda Gibson Non-Executive Director Stephen Kulmar Non-Executive Director David Foster Non-Executive Director Andrew Stevens Non-Executive Director COMPANY SECRETARY Peter Forsberg 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 Level 38, Tower 3, International Towers Sydney 300 Barangaroo Avenue Sydney NSW 2000 REGISTRY Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney NSW 2000 84 | Thorn Group 

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