Michael Hill International Limited logo

FY21 Preliminary Final Report

Full Year Results22 August 2021MHJConsumer Discretionary

MICHAEL HILL INTERNATIONAL LIMITED
ABN 25 610 937 598

APPENDIX 4E

RESULTS FOR ANNOUNCEMENT TO THE MARKET

REPORTING PERIOD

Reporting period:

Previous reporting period:

RESULTS FOR ANNOUNCEMENT TO THE MARKET

$'000

Revenue from contracts with customersUp13.1%to556,486

Earnings before interest and taxation (EBIT)*Up414.2%to72,398

Net profit after tax for the period attributable to membersUp1,381.8%to45,328

BRIEF EXPLANATION OF FIGURES REPORTED ABOVE TO ENABLE THE FIGURES TO BE UNDERSTOOD

DIVIDENDS

Amount per

security

Franked amount

per security

Interim dividend for year ended 27 June 2021 declared and paid (cents per share)1.5-

Final dividend for year ended 27 June 2021 declared (cents per share)3.0-

NET TANGIBLE ASSETS

20212020

Net tangible asset backing per ordinary security$0.14$0.01

Chair

https://edge.media-server.com/mmc/p/j7yxdaxb

Media & Investors: Anthea Noble

Head of Investor Relations

+61 7 3114 3500

www.michaelhill.com.au

www.michaelhill.co.nz

www.michaelhill.ca

www.michaelhill.com

www.medleyjewellery.com.au

http://investor.michaelhill.com

12 months ending 27 June 2021

12 months ending 28 June 2020

This report is based on the consolidated financial statements which have been audited and an unqualified opinion given. For commentary

on the results, please refer to the attached full financial report for all other disclosures in respect of the Appendix 4E.

R. I. Fyfe

Brisbane

Webcast scheduled to take place at 10.00am (AEST) on Monday, 23 August 2021. Please use the following link to register.

20 August 2021

The interim dividend for the year ended 28 June 2020, originally deferred to 30 September 2021 for payment, was paid on 29 January

2021.

Net tangible assets were calculated excluding the Group's right-of-use assets relating to leases under AASB16

Leases and includes lease

liabilities.

*EBIT is non-IFRS information and is unaudited. Please refer to non-IFRS information in the Directors' Report for an explanation of non-IFRS information and a

reconciliation of EBIT.

APPENDIX 4E 2021 MICHAEL HILL GROUP

MICHAEL HILL INTERNATIONAL LIMITED
ABN 25 610 937 598

DIRECTORS' REPORT AND ANNUAL FINANCIAL REPORT

FOR THE YEAR ENDED 27 JUNE 2021

TABLE OF CONTENTS

CORPORATE DIRECTORY

1

DIRECTORS' REPORT

2

AUDITOR'S INDEPENDENCE DECLARATION

19

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

20


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

21

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

22

CONSOLIDATED STATEMENT OF CASH FLOWS

23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

24

DIRECTORS' DECLARATION

59

DISCLAIMER
Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other

than statements of historical fact) relating to future events and the anticipated or planned financial and operational performance of

Michael Hill International Limited and its related bodies corporate (the Company). The words “targets,” “believes,” “expects,” “aims,”

“intends,” “plans,” “seeks,” “will,” “may,” “might,” “anticipates,” “would,” “could,” “should,” “continues,” “estimates” or similar

expressions or the negatives thereof, identify certain of these forward-looking statements. Other forward-looking statements can be

identified in the context in which the statements are made. Forward-looking statements include, among other things, statements

addressing matters such as the Company’s future results of operations; financial condition; working capital, cash flows and capital

expenditures; and business strategy, plans and objectives for future operations and events, including those relating to ongoing

operational and strategic reviews, expansion into new markets, future product launches, points of sale and production facilities.

Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, such forward-

looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company’s

actual results, performance, operations or achievements or industry results, to differ materially from any future results, performance,

operations or achievements expressed or implied by such forward-looking statements.

Such risks, uncertainties and other important factors include, among others: global and local economic conditions; changes in market

trends and end-consumer preferences; fluctuations in the prices of raw materials, currency exchange rates, and interest rates; the

Company’s plans or objectives for future operations or products, including the ability to introduce new jewellery and non-jewellery

products; the ability to expand in existing and new markets and risks associated with doing business globally and, in particular, in

emerging markets; competition from local, national and international companies in the markets in which the Company operates; the

protection and strengthening of the Company’s intellectual property rights, including patents and trademarks; the future adequacy of

the Company’s current warehousing, logistics and information technology operations; changes in laws and regulations or any

interpretation thereof, applicable to the Company’s business; increases to the Company’s effective tax rate or other harm to the

Company’s business as a result of governmental review of the Company’s transfer pricing policies, conflicting taxation claims or

changes in tax laws; and other factors referenced to in this presentation.

Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, the

Company’s actual financial condition, cash flows or results of operations could differ materially from that described herein as

anticipated, believed, estimated or expected. Accordingly, you are cautioned not to place undue reliance on any forward-looking

statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the

COVID-19 pandemic.

The Company does not intend, and do not assume any obligation, to update any forward-looking statements contained herein, except

as may be required by law. All subsequent written and oral forward-looking statements attributable to us or to persons acting on the

Company’s behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in

this announcement.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP

MICHAEL HILL INTERNATIONAL LIMITED
CORPORATE DIRECTORY

DIRECTORS

R I Fyfe

B.Eng, F.E.N.Z. Chair

Sir R M Hill K.N.Z.M.

E J Hill B.Com., M.B.A.

G W Smith B.Com., F.C.A., F.A.I.C.D.

J E Naylor (appointed 15 July 2020)

D Bracken (appointed 28 June 2021)

COMPANY SECRETARIES

A Lowe

BCom, LLB (Hons), MAppFin, CA, CTA

PRINCIPAL REGISTERED OFFICE IN AUSTRALIA

Metroplex on Gateway

7 Smallwood Place

Murarrie QLD 4172

Australia

Telephone +61 7 3114 3500

Fax +61 7 3399 0222

SHARE REGISTRAR

Computershare Investor Services Pty Ltd

Level 1

200 Mary Street

Brisbane QLD 4000

1300 552 270 (within Australia)

+61 3 9415 4000 (outside of Australia)

AUDITOR

Ernst & Young

Level 51

111 Eagle Street

Brisbane QLD 4000

SOLICITOR

Allens

Level 26

480 Queen Street

Brisbane QLD 4000

BANKERS

Australia and New Zealand Banking Group Limited

ANZ Banking Group (New Zealand) Limited

HSBC Australia Limited

Bank of Montreal

Bank of America

WEBSITES

www.michaelhill.com.au

www.michaelhill.co.nz

www.michaelhill.ca

www.michaelhill.com

www.medleyjewellery.com.au

http://investor.michaelhill.com

EMAIL

online@michaelhill.com.au

E Bird LLB (Hons), BA (Psych), GradDipLegalPrac,

GradDipAppCorpGov

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 1

MICHAEL HILL INTERNATIONAL LIMITED
DIRECTORS' REPORT

27 JUNE 2021

PRINCIPAL ACTIVITIES

DIVIDENDS

20212020

$'000$'000

- 5,817

5,8165,817

11,644-

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

REVIEW OF OPERATIONS

Key Financial Results









Operational Performance







The directors have declared the payment of a final dividend of AU 3.0 cents per fully paid ordinary share

(2020: no final dividend declared). The final dividend will be unfranked for Australian shareholders and fully

imputed for New Zealand shareholders. The aggregate amount of the proposed dividend expected to be

paid on 24 September 2021 out of retained earnings, but not recognsied as a liability at year end, is:

The directors present their report on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Michael Hill International

Limited ACN 610 937 598 (‘Michael Hill International’ or the ‘Company’) and all controlled subsidiaries for the year ended 27 June 2021.

The Group operates predominately in the retail sale of jewellery and related services sector in Australia, New Zealand and Canada.

There were no significant changes in the nature of the Group’s activities during the year.

Dividends paid to members during the financial year were as follows:

Interim dividend for the year ended 27 June 2021 of AU 1.5 cents (2020: AU 1.5 cents) per fully paid share

paid on 26 March 2021 (2020: 29 January 2021).

No final dividend was declared for the year ended 28 June 2020 (2019: AU 1.5 cents per fully paid share).

Information on likely developments in the Group’s operations and the expected results of operations have been included in the Operational

Review and Strategic Update sections of this report.

In Australian dollars, the Group has reported operating revenue of $556.5m (2020: $492.1m) for the 2021 financial year, producing a net profit

after tax (NPAT) of $45.3m (2020: $3.1m). The Group reported EBIT* of $72.4m for the year ended 27 June 2021 (2020: $14.1m) an increase of

$58.3m, largely driven by a lift in gross profit of $50.7m to $348.9m (2020: $298.2m). Comparable EBIT* increased to $56.6m (2020: loss of

$5.2m).

The Group achieved the following key outcomes for the 2021 financial year:

Statutory net profit after tax of $45.3m (2020: $3.1m).

Extensive temporary store closures in Eastern Canada, together with sporadic closures across Australia, culminating in 10,447 lost trading

days for the year.

One new store opened and six under-performing stores were closed during the year, giving a network total of 285 stores across all

markets (2020: 290).

*EBIT and Comparable EBIT are non-IFRS information and are unaudited. Please refer to non-IFRS information section in this report for an explanation of non-

IFRS information and a reconciliation of EBIT and Comparable EBIT.

Product enhancements saw our unique to Michael Hill jewellery, branded collection sales climb to 42.1% of total sales for the full year

(2020: 37.3%).

Re-engineering our global supply chain – Canadian 3PL distribution centre to open in advance of Christmas trading.

Strong balance sheet with a healthy net cash position of $72.4m (2020: $0.5m).

Final dividend of AU 3.0 cents per share declared, resulting in total dividends for the year of AU 4.5 cents per share.

Digital sales increased by 53.4% to a record $34.8m, representing 6.3% of total sales, up from 5.0% last year.

Loyalty strategy continues to deliver –

Brilliance by Michael Hill now over 800,000 members (2020: ~200,000).

EBIT increased to $72.4m (2020: $14.1m).

Group operating revenue increased 13.1% to $556.5m (2020: $492.1m), with 10,447 lost store trading days.

Group same store sales were up 8.6% for the year, with H1 +6.3% and H2 +13.2%.

Group gross margin increased by 210bps to 62.7% (2020: 60.6%), underpinned by our strategic initiatives.

Maintained target inventory levels at $171.2m (2020: $178.7m).

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 2

Impact of COVID-19
SEGMENT RESULTS

Australian Retail Performance

OPERATING RESULTS (AU $'000)

20212020201920182017

312,264 266,610 313,587 325,709 321,981

194,149 161,030 194,052 206,303 201,707

62.2%60.4%61.9%63.3%62.6%

62,88927,41032,91748,62151,688

20.1%10.3%10.5%14.9%16.1%

New Zealand Retail Performance

OPERATING RESULTS (NZ $'000)

20212020201920182017

127,067 106,696 120,064 125,239 121,970

78,771 63,641 73,011 77,673 75,204

62.0%59.6%60.8%62.0%61.7%

35,45121,06724,12527,80027,836

27.9%19.7%20.1%22.2%22.8%

Gross margin for the year was 62.2% (2020: 60.4%), which is a significant improvement on both FY19 and FY20.

At year end, of the 150 Australian stores (2020: 155), 30 NSW and 2 NT stores were temporarily closed. Currently, 46 NSW, 27 VIC, and 4 ACT

are temporarily closed.

Sales from the Group’s Professional Care Plan (PCP) increased to $30.3m (2020: $24.0m) with an amount of $27.3m (2020: $27.5m)

recognised as revenue for the full year. At 27 June 2021, a deferred amount of $76.6m remained on the balance sheet (2020: $73.8m).

The Group opened one new store in Canada and closed six under-performing stores, resulting in 285 stores at 27 June 2021 (2020: 290).

The Group continues to monitor the situation throughout the geographies in which it operates. Uncertainty remains as to the future impact of

COVID-19 and the ability to operate bricks-and-mortar stores during this period. The Group continues to adhere to local and national

government guidance in relation to any future impacts which would temporarily close stores.

As a % of revenue

In New Zealand, segment revenue increased by 19.1% to NZ$127.1m (2020: NZ$106.7m) and same store sales increased by 7.1% for the year.

This result represents significant outperformance against FY17, FY18 and FY19. It should also be noted that during the year, 16 Auckland stores

were required to temporarily close on three separate occasions resulting in 464 lost store trading days.

Five underperforming stores permanently closed during the period, resulting in 150 stores at 27 June 2021.

Revenue

Gross margin

Gross margin as a % of revenue

EBIT

As a result of Government mandated lockdowns, the Michael Hill global store network suffered 10,447 lost store trading days. Despite the

impact of disrupted trading conditions and the reduced global store network, total revenue grew by 13.1% to $556.5m (2020: $492.1m) as the

Group continues to elevate, modernise the brand and transform the customer journey.

Following the FY20 global store network shutdown, the Group delivered significant same store sales growth across all four quarters of FY21.

For the year, the Group delivered same store sales growth of +8.6% and gross margin increased by 210 bps to 62.7% for the group. These

results demonstrate the growth initiatives underpinning the seven strategic pillars are firmly embedded in the Group. These initiatives have

created a sustainable platform for sales growth and margin expansion through the success of our loyalty program, continued penetration of

our online business, acceleration of retail fundamentals, and product evolution.

The Group’s online business exceeded expectations in outperforming 2020, resulting in another year of record digital sales of $34.8m and

now represents 6.3% of total sales. Website traffic increased by 35.3% against prior year, with customers continuing to utilise our enhanced

online platform. During the year, the Group launched "ship from store", "click and reserve" and in-store appointment capabilities, and

enhanced its "virtual selling" offering to expand the Group’s omni-channel ecosystem.

The Group continues to prioritise product evolution and creating uniquely Michael Hill jewellery, with branded collections now representing

42.1% of total sales for the year (2020: 37.3%). Our merchandise team have been refining and improving our product offering, ranging and

assortment whilst ensuring our inventory levels are maintained. This saw delivery of the targeted inventory range, with a holding of $171.2m

(2020: $178.7m) at year end.

The Group has strengthened its balance sheet, with a year-end net cash position of $72.4m (FY20: $0.5m) and nil debt. During the year, the

Group also entered into a new financing facility, jointly funded by ANZ and HSBC. This new $70m facility is currently undrawn, with a term to

February 2024. Furthermore, the Group has strategically reviewed the in-house Canadian credit program to de-risk the balance sheet – the

sale of the credit book and partnering with a new credit provider is nearing conclusion.

During the period, the Group received financial support and assistance from its suppliers, landlords, and local governments. A number of

landlords and suppliers provided extended payment terms. These agreements have concluded with no material amounts outstanding.

Additionally, landlords have provided support in the form of rental abatements.

The operational segments below reflect the performance of the Group's retail operations in each geographic segment. The segments include

trading activity from our online channels presence and our Canadian in-house credit function. The segments exclude revenue and expenses

that do not relate directly to the relevant retail segments, and are treated as unallocated. These predominately relate to corporate costs and

Australian based support costs, but also include the manufacturing activities, warehouse and distribution, interest and company tax.

The results below are expressed in local currency.

Revenue

Gross margin

Gross margin as a % of revenue

EBIT

As a % of revenue

In Australia, segment revenue increased by 17.1% to $312.3m (2020: $266.6m) and same store sales increased by 13.0% for the year. This

result is a credit to the segment, as it saw 3,458 lost store trading days due to various government mandated store closures across the

country.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 3

Canada Retail Performance
OPERATING RESULTS (CA $'000)

20212020201920182017

118,445110,799133,146130,762112,721

72,64363,99180,72681,57669,078

61.3%57.8%60.6%62.4%61.3%

15,074(2,412)9,79714,60512,386

12.7%(2.2)%7.4%11.2%11.0%


CASH, CASH FLOW AND DIVIDENDS

Dividends

STRATEGIC UPDATE : EMPHASIS ON GROWTH AND MARGIN

1.

2.

3.

4.

5.

6.

One store was opened in Canada during the period as follows:

The Board has previously stated its intention to restore dividend payments to historic levels as the pandemic recovery becomes more certain.

After taking into consideration sales and margin performance, the strength of the balance sheet, and while also recognising the risk of

ongoing trading disruption, the Board has decided to declare a final dividend of AU 3.0 cents per share unfranked, fully imputed with conduit

foreign income.

There were 49 stores trading at 27 June 2021. Currently, all New Zealand stores are temporarily closed, due to government mandated

lockdowns.

EBIT

As a % of revenue

In Canada, segment revenue increased by 6.9% to CA$118.4m (2020: CA$110.8m) and same store sales increased by 6.8% for the year. This

segment was heavily impacted by temporary store closures in Eastern Canada, with 6,525 lost store trading days for the year. By early July, all

86 stores were open and have remained trading, with our strategic focus now returning to the productivity opportunity in the market.

One underperforming store permanently closed during the period, resulting in 86 stores at 27 June 2021.

Gross margin for the year was 61.3% (2020: 57.8%), which is a significant improvement on both FY19 and FY20.

Avalon, Newfoundland

Net operating cash inflows of $149.2m increased from prior year of $76.1m. This is largely due to improvement of receipts from customers

through trade and working capital management.

Gross margin for the year was 62.0% (FY20: 59.6%), resulting in the strongest margin in the last five years.

Revenue

Gross margin

Gross margin as a % of revenue

The roll out of our new ERP platform in early FY21, was the enabler for Omni-channel at Michael Hill. Across the year, we successfully

tested and trialled “virtual selling”, “click and reserve”, and “ship from store”. These initiatives will now be progressively rolled out across

our global network. Further connecting our physical and digital businesses we will be launching “click and collect” for Christmas 2021,

delivering incremental sales and enhanced customer experience.

While the

Brilliance by Michael Hill Loyalty program is only 18 months old, membership has already grown to over 800,000. Acquisition

has been our priority and while this will continue to be a key focus, the business is now turning its attention to the opportunities of

activation and retention. Our early insights already provide confidence that the program is resonating with our customers, delivering

increased frequency, larger baskets, and higher margins. Predicative analytics and increased personalisation are being enabled by

investment in data analytics capability and artificial intelligence to deliver further growth in the business.

Product Evolution is the foundation of a customer-led retail strategy, and is critical to continued sales and margin growth. The business

will maintain its focus on uniquely Michael Hill branded product as a key differentiator in the categories and markets in which we operate.

The business now delivers regular product newness to excite our customers and increase sales, with significantly lower inventory and

higher margins. Our Australian manufacturing division has been reinvigorated delivering new bridal collections and increased speed to

market, underpinned by a focus on craftsmanship, quality and local artisans and still achieving improved margins.

Through further disciplined inventory and working capital management, the Group remains in a resilient financial position with $72.4m in net

cash (2020: $0.5m) to continue to invest in improvements to its systems, infrastructure, and capabilities.

The seven strategic pillars are underpinned by initiatives that continue to deliver a transformation agenda focused on sales growth and

margin expansion, driving efficiencies within the business, elevating the Michael Hill brand and enabling a true omni-channel customer

experience:

The elevation of the Michael Hill Brand is gaining traction, as it continues to evolve into a modern, differentiated, omni-channel jewellery

brand. Transitioning our brand messaging from discount-led promotions to quality and aspirational brand-led campaigns is key to

enticing a deeper customer base, generate higher average transaction value (ATV) and margin growth.

Digital is at the forefront of our transformation with an emphasis on customer experience, product offering, and fulfilment. Following

another year of exceptional growth, investment in our highest profit margin channel continues to focus on incremental traffic, higher

conversion rates, and increased transaction value. Our early foray into 3rd party digital channels has provided the confidence to develop

an integrated marketplace solution that will be rolled out in the first half of FY22. Looking further afield, we have identified opportunities

to explore new digital channels and markets.

With a portfolio of 285 stores across three countries, bricks and mortar retail is at the core of the Michael Hill business. Our Retail

Fundamentals strategy is focused on driving increased sales, higher margins, lower costs, and a modern, differentiated customer

experience, all underpinned by our new retail incentive scheme. The key retail metrics of ATV, IPS and conversion all increased in all

markets in FY21 and will continue to be a key area of focus.

This represents total dividends for the year of AU 4.5 cents per share and lays the foundation for a sustainable dividend profile going forward,

subject to the impacts of ongoing trading disruptions.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 4

7.
RISK MANAGEMENT

RiskStrategies and mitigation

NON-IFRS FINANCIAL INFORMATION

The Cost Conscious Culture exists across every aspect of the Group. We continue to optimise the global supply chain, improve the

global store network, and enhance our credit propositions globally. The new Canadian 3PL facility will be fully operational for peak

Christmas trade - servicing both online customers and stores, optimising inventory, reducing logistics costs, and enhancing overall

Canadian productivity and customer experience.

Inability to adjust to the rapidly changing consumer segment

and retail environment

The Group continues to have an intense focus on digital channels and

initiatives to meet consumer demand. The Group is investing in new omni-

channel initiatives, including responding to key disruptions of trading due to

COVID-19.

Breach of regulation or law in one of our jurisdictions in an

increasingly complex legal compliance environment

We are committed to improving and differentiating the brand from our

existing competitors to create a point of difference and increase market

share. This in itself helps mitigate the risk of other competitors entering our

key markets and taking material market share.

This report contains certain non-IFRS financial measures of historical financial performance. Non-IFRS financial measures are financial

measures other than those defined or specified under all relevant accounting standards. The measures therefore may not be directly

comparable with other companies' measures. Many of the measures used are common practice in the industry in which the Group operates.

Non-IFRS financial information should be considered in addition to, and is not intended to be a substitute for, or more important than, IFRS

measures. The presentation of non-IFRS measures is in line with Regulatory Guide 230 issued by Australian Securities and Investments

Commission (ASIC) to promote full and clear disclosure for investors and other users of financial information, and minimise the possibility of

those users being misled by such information.

The measures are used by management and directors for the purpose of assessing the financial performance of the Group and individual

segments. The directors also believe that these non-IFRS measures assist in providing additional meaningful information on the drivers of the

business, performance and trends, as well as the position of the Group. Non-IFRS financial measures are also used to enhance the

comparability of information between reporting periods by adjusting for non-recurring or controllable factors which affect IFRS measures, to

aid the user in understanding the Group's performance. Consequently, non-IFRS measures are used by the directors and management for

performance analysis, planning, reporting and incentive setting. These measures are not subject to audit.

The Group invests, via an in-house legal team, who are focused on

compliance in our three markets and by utilising external legal firms for

specialised legal advice when required. Any new legislative requirements or

rectification initiatives have dedicated teams focussed on ensuring our

compliance.

Theft appeal of our product increases during periods of

financial hardship and uncertainty.

Our focus is on the safety and security of our staff and we are investing in

initiatives and processes that improve the overall security of our stores, and

contribute to the safety of our staff. We work with local law enforcement

bodies and other eternal parties to better the overall retail environment for

our staff and customers.

Increase in cyber attacks disrupting operations and causing

financial distress

The Group has invested in new technologies and sought to remove

vulnerable points of attack throughout its digital network. External parties

are brought in to boost our capabilities, including both proactive and

reactive responses to cyber attacks.

Penetration testing and disaster recovery planning are built into our

operating rhythm to further prepare and respond to attacks.

The Group has a COVID-19 crisis management team focussed on

monitoring the status in key counties where it operates and has supply chain

impacts. Where possible, we seek to leverage government financial

assistance for our staff. Furthermore, we are working closely with our supply

chain to support suppliers and ensure continuity of supply.

Disruption to supply chain and inefficiencies in replenishment

strategies

The Group is exploring and investing in better in-market strategies as well as

revamping its ranging and increasing emphasis on sourcing and mix of

product. This risk is further being addressed with the establishment of a

Canadian warehouse to reduce shipping times within country and reduce

the concentration of produce within our network.

Risk of a disruptor or new competition entering our markets

The Board believe that a strong Corporate Governance framework will underpin the Group’s growth and success. The Group regularly reviews

its risk management framework and has identified the following at risk areas and mitigating strategies:

Ongoing impacts from COVID-19 continue longer than

expected or become more intensive than forecasted impacting

customers, suppliers and staff

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 5






Calculation of Comparable EBIT

20212020

$'000$'000

Statutory EBIT

72,398 14,079

Add back costs relating to:

Employee restructure costs- 2,170

Direct, incremental costs relating to COVID-19- 1,755

Canadian credit book revaluation2,986-

Less items relating to:

Government grants received (AU, NZ, CA)(14,593)(17,678)

Impact of AASB16

Leases(4,197)(5,551)

Comparable EBIT56,594(5,225)

ENVIRONMENTAL REGULATIONS

The Group has determined that no particular or significant environmental regulations apply to it.

The non-IFRS measures used in describing the business performance include:

Earnings before interest, tax, depreciation and amortisation (EBITDA)

Same store sales reflect sales through store and online channels on a comparable trading day basis

Earnings before interest and tax (EBIT)

Comparable EBIT

Significant item

Comparable EBIT has been calculated as follows:

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 6

INFORMATION ON DIRECTORS
Emma is not a director of any other listed entities and has not

had any former directorships of listed entities in the last three

years.

• Non-executive and

independent director

• Chair of ARMC

• Member of PDRC

Gary is a director of Flight Centre Travel Group Limited and has

not had any former directorships of listed entities in the last

three years.

Gary Smith

B.Com, F.C.A., F.A.I.C.D.

Gary was appointed a director of the Company upon

incorporation on 24 February 2016 and has served as director of

Michael Hill’s listed entity since 2 November 2012. Gary has had

extensive Director experience. He is Chairman of Flight Centre

Travel Group Ltd, one of Australia’s top 100 public companies

and is a member of their Audit and Remuneration sub-

committee. He is a Chartered Accountant and a Fellow of the

Australian Institute of Company Directors.

Information on the directors of Michael Hill International Limited in office during the financial year and until the date of this report are set out below.

DIRECTOREXPERIENCE AND DIRECTORSHIPS

SPECIAL

RESPONSIBILITIES

DIRECTORS'

INTERESTS IN

SHARES AND

OPTIONS

80,000 Ordinary

Shares

2,693,640 Ordinary

Shares

Emma Hill

B.Com, M.B.A

Emma was appointed a director of the Company on 9 June

2016 and has served as director of Michael Hill’s listed entity

since 22 February 2007. She served as Deputy Chair of the

Group from 2011 until 2015 when she was appointed Chair.

Emma stepped down from the Chair role in June 2021. Emma

has over 30 years’ experience with subsidiaries of the Company

commencing on the shop floor in Whangarei, New Zealand. She

held a number of management positions in the Australian

company before successfully leading the expansion of the

Group into Canada as Retail General Manager in 2002. Emma

holds a Bachelor of Commerce degree and an MBA from Bond

University.

• Non-executive director

• Chair of PDRC

167,487,526 Ordinary

Shares

Rob is also a director of Air Canada and has not had any former

directorships of listed entities in the last three years.

Sir Richard (Michael) Hill

K.N.Z.M.

148,330,600 Ordinary

Shares

Sir Michael is not a director of any other listed entities and has

not had any former directorships of listed entities in the last

three years.

Robert Fyfe


B.Eng, F.E.N.Z.

Rob was appointed a director of the Company on 9 June 2016

and has served as director of Michael Hill’s listed entity since 22

February 2007. He was appointed Chair of the Board in June

2021. Rob served as CEO of Air New Zealand between 2005

and 2012, a period that saw a resurgence in Air New Zealand to

become one of the most recognised and awarded airlines in the

world and one of the best performers in a tough industry. Prior

to and subsequent to his time at Air New Zealand, Rob has

gained extensive general management experience in various

retail businesses operating in New Zealand, Australia and Great

Britain, across sectors including retail banking,

telecommunications, pay television and outdoor apparel. On

New Year's Eve 2020, Rob was appointed as a Companion of

the New Zealand Order of Merit for services to business and

tourism.

• Chair

• Non-executive and

independent director

• Member of ARMC

• Member of PDRC

Sir Michael is the founder of Michael Hill and was appointed a

director of the Company on 9 June 2016, having served as

director of Michael Hill’s listed entity since its initial listing in

1990. He led the Group as Chairman from 1987 until 2015. Sir

Michael had 23 years of jewellery retailing experience before

establishing Michael Hill in 1979, which then listed on the New

Zealand Stock Exchange in 1987. Sir Michael’s visionary

leadership has been the foundation for the Company’s

successful international expansion. In 2008 he was recognised

as Ernst & Young’s ‘Entrepreneur of the Year’ and in 2011 was

appointed a Knight Companion of the New Zealand Order of

Merit for services to business and the arts. Sir Michael was

appointed Founder President of the New Zealand listed entity in

2015 in recognition of his special connection with Michael Hill

for over 35 years.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 7

201,869 Ordinary
Shares

2,310,215 Performance

Rights

Janine is not a director of any other listed entities and has not

had any former directorships of listed entities in the last three

years.

651,745 Ordinary

Shares

DIRECTORS'

INTERESTS IN

SHARES AND

OPTIONS

160,000 Ordinary

Shares

Daniel joined Michael Hill International as the CEO in November

2018. He has more than 25 years’ experience managing some of

the world’s most iconic brands. He has an extensive background

in corporate strategy, brand development, product design,

customer engagement, digital expansion and has been

instrumental in executing turnaround initiatives across many

retail businesses.

• Managing director

• Chief Executive Officer

Jacqueline was appointed a director of the Company on 15 July

2020. Jacqueline is a highly regarded Australian retail leader

with over thirty years’ executive and board experience in retail,

fashion and eCommerce. She is currently an independent non-

executive director of Myer and was previously a director of PAS

Group, Macpac and the Virgin Australia Melbourne Fashion

Festival. This follows an extensive career as a retail executive

(and later an Executive Director) at the Just Group, where

Jacqueline oversaw merchandising, marketing and brand

strategies across a portfolio of 800 stores.

• Non-executive and

independent director

• Member of ARMC

EXPERIENCE AND DIRECTORSHIPS

SPECIAL

RESPONSIBILITIES

Janine AllisJanine was appointed a director of the Company on 9 June

2016 and retired on 27 October 2020. Janine is the Founder and

executive director of Retail Zoo Pty Ltd which currently owns

three brands - Boost Juice, Salsa’s Fresh Mex Grill and Cibo.

• Non-executive and

independent director

• Member of ARMC

Daniel is not a director of any other listed entities and has not

had any former directorships of listed entities in the last three

years.

Jacqueline is a director of Myer Holdings Limited and has not

had any former directorships of listed entities in the last three

years.

Daniel Bracken

Jacqueline Naylor

DIRECTOR

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 8

COMPANY SECRETARIES
MEETINGS OF DIRECTORS

ABA B AB

R I Fyfe15156655

Sir R M Hill1415----

E J Hill1515--55

G W Smith15156655

J E Naylor (appointed 15/07/2020)131344--

J S Allis (retired 27/10/2020)6822--

A = Number of meetings attended

B = Number of meetings held during the time the director held office or was a member of the committee during the year

COMMITTEE MEMBERSHIP

Audit and Risk Management CommitteePeople Development and Remuneration Committee

Gary Smith (c)Emma Hill (c)

Robert FyfeRobert Fyfe

Jacqueline NaylorGary Smith

(c) Designates chair of the committee

As at the date of this report, Michael Hill International Limited has an Audit and Risk Management Committee and a People Development and

Remuneration Committee.

The Company has appointed two company secretaries, Andrew Lowe and Emily Bird.

Andrew Lowe, who is also the Chief Financial Officer of the Group, was appointed to the position of Company Secretary on 1 March 2019,

having held that position previously (15 December 2017 to 22 January 2018). Andrew holds a Bachelor of Commerce, a Bachelor of Laws

(Hons) and a Masters of Applied Finance, and is a qualified Chartered Accountant and a Chartered Taxation Adviser of the Taxation Institute

of Australia. Andrew has extensive experience in finance and leadership roles across a range of listed corporate groups with Australian and

offshore operations.

Emily Bird, who is also the General Counsel of the Group, was appointed to the position of Company Secretary on 31 July 2020. Emily joined

Michael Hill in September 2019 as Senior Legal Counsel, and was appointed General Counsel & Company Secretary in July 2020. She holds a

Bachelor of Laws, Bachelor of Arts (Psychology), Graduate Diploma in Legal Practice, Graduate Diploma in Applied Corporate Governance

and Risk, and has completed the Company Directors Course at the Australian Institute of Company Directors. Emily has broad legal

experience with in-house roles at Lactalis Australia (formerly Parmalat Australia), Virgin Blue (now Virgin Australia) and a secondment at

Tarong Energy (now Stanwell Corporation), having started her legal career at top-tier firm Clayton Utz.

The numbers of meetings of the Company's Board of Directors and of each Board committee held during the year ended 27 June 2021, and

the numbers of meetings attended by each director were:

Full meetings of directorsMeeting of committees

Audit and Risk

Management

People Development and

Remuneration

*Daniel Bracken was appointed a director of the Company on 28 June 2021, after the end of the reporting period.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 9

AUDITED REMUNERATION REPORT
CONTENTS

SECTION 1


Total Group revenue of $556.5m (2020: $492.1m) - an increase of 13.1%


EBIT of $72.4m (2020: $14.1m) - an increase of 414.2%


Comparable EBIT of $56.6m (2020: -$5.2m) - an increase of 1,183%


Earnings per share of 11.68 cents (2020: 0.79 cents) - an increase of 1,378%

The directors present the 2021 Michael Hill International Limited remuneration report, outlining key aspects of our remuneration policy and

framework, and remuneration awarded during FY21. The information provided in this remuneration report has been audited as required by

section 308(3C) of the Corporations Act 2001.

Emma Hill

Chair of the People Development and Remuneration Committee

The Board acknowledges the performance and resilience of the Executive Leadership Team which has enabled the Group to report above

target results for the financial year. As discussed earlier in the Annual Report, we have successfully navigated the challenges brought on by

COVID-19. Despite the extremely challenging retail environment, with continuing volatility and regional government mandated lockdowns

affecting store trade, our digital and omni retail strategy has enabled us to adapt to changing customer behaviour. Highlights include:

Section 1

Section 2

Section 3

Section 4

Section 5

Section 6

These results have translated into shareholder returns with the share price growing to $0.83, from $0.34 in 2020 and $0.54 in 2019. After the

2020 pause on dividends to shareholders, dividends of 3.0c per share were paid to our shareholders in FY21. Our performance provides furthe

r

evidence that our strategic transformation agenda is on track and delivering. We’ve seen record digital sales, our loyalty program going from

strength to strength, further deployment of omni-channel initiatives, and continued evolution of our product offering, go-to-market campaigns

and retail fundamentals.

Letter from the Chair of the People Development and Remuneration Committee

Remuneration Overview

Remuneration Framework

FY21 Executive Remuneration Summary

Company Performance - Relationship of Remuneration to Group Performance

Director and Executive Remuneration Outcomes for FY21

LETTER FROM THE CHAIR OF THE PEOPLE DEVELOPMENT AND REMUNERATION COMMITTEE

We are proud of our values led culture which has established Michael Hill as an employer of choice. Our values; We care, We create

outstanding experiences, We are professional and We are inclusive and diverse, underpin team engagement and performance. Our 2021 team

engagement score of 85% is well above retail, country and global benchmarks. I’m proud we continue to be a leader in gender diversity with

55% of leadership positions globally held by women. We continue to build our capability by attracting and developing key talent. This year we

have had three new members join our Executive Leadership Team: Amy Sznicer, Chief Retail Officer, Jo Feeney, Chief Marketing Officer and

Keith Louie, Chief Digital Officer. All three bring tremendous strategic and technical capability to the cohesive, collaborative, and high

performing executive team.

Moving to the structure of our remuneration, following a review of the executive incentive framework, and in response to challenges in how to

reward and recognise in a rapidly changing and unpredictable environment, the Board approved changes to the Short Term Incentive Scheme

(STI) and Long Term Incentive Scheme (LTI) with effect from FY21. The STI opportunity for on target performance reduced and an STI

outperformance mechanism was introduced. The LTI opportunity was amended to increase the weighting towards long-term outcomes and a

sliding vesting scale based on Total Shareholder Return was introduced.

Given the challenging and uncertain environment, executive salaries were not adjusted at the commencement of the year as per the usual

review cycle. A review was completed after the first half which recognised performance had strongly rebounded. A moderate 1.75% increase

was applied to CEO Daniel Bracken’s base salary with an uplift of 10% applied to Andrew Lowe’s base to remain market competitive and in

recognition of the expanded breadth of the CFO’s role.

Financial and non-financial risks were systematically considered in the overall assessment of STI outcomes. The CEO and CFO achieved 100%

of on target STI and due to the strong EBIT result, 75% of the outperformance STI was achieved. No awards to current KMP vested under the

LTI during the year. There were no changes to the structure, level or value of non-executive director (NED) fees.

Dear Shareholders,

The Board will continue to review executive remuneration to ensure that it aligns with our strategy and support the delivery of sustainable long-

term returns to shareholders. In FY22 we will seek independent advice on the appropriateness of remuneration practices of the Group.

In conclusion, the Committee believes the remuneration changes and outcomes for FY21 reflect an appropriate alignment between pay and

performance during the year and are also fair in terms of the operating environment in which decisions have been made. We are confident that

shareholders will recognise this as a continuation of our long-held approach to prior years. The results the Company has achieved in the last 12

months are outstanding and the executive remuneration set out in this report is considered by the Board to be reflective of this performance.

Regards

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 10

SECTION 2 REMUNERATION OVERVIEW
POSITIONCOMMENCEMENT AS KMP

Robert FyfeChair2016

Sir Richard Michael HillFounder and non-executive director2016

Emma HillNon-executive director2016

Gary SmithNon-executive director2016

Jacqueline NaylorNon-executive director2020

Janine AllisNon-executive director9 June 2016 until 27 October 2020

Daniel BrackenManaging Director and Chief Executive Officer2019

Executives

Andrew LoweChief Financial Officer and Company Secretary2017

Vanessa BrennanChief Brand and Strategy Officer11 August 2020 until 13 December 2020

Andrea SlingsbyChief Operating Officer9 January 2019 until 22 January 2021

The following changes were made on the 28 June 2021:


Emma Hill stepped down as Chair


Robert Fyfe was appointed as Chair


Daniel Bracken was appointed as Managing Director in addition to his Chief Executive Officer role

People Development and Remuneration Committee


Robert Fyfe - Independent non-executive and Chair of the Committee


Emma Hill - Chair of the Board of Directors


Gary Smith - Independent non-executive

Use of Remuneration Consultants

SECTION 3 REMUNERATION FRAMEWORK

Our Values

We are professionalWe are inclusive and diverseWe create outstanding experiences

Our Remuneration Philosophy

Reward the achievement of

strategic objectives

Non-Executive Directors

Former Non-Executive Director

Manager Director and CEO

The primary objective of the People Development and Remuneration Committee (PDRC) is to assist the Board fulfil its corporate governance

and oversight responsibilities in relation to the Company’s people strategy including remuneration components, performance measurements

and accountability frameworks, recruitment, engagement, retention, talent management and succession planning.

The following non-executive directors are members of the PDRC for the 2021 reporting period:

In FY22, Emma Hill has assumed the role of Chair of the Committee and Robert Fyfe will remain as a non-executive committee member.

Attract, motivate and retain talent

Align to shareholder value

creation

The PDRC obtains independent advice every three years on the appropriateness of remuneration practices of the Group given trends in

comparative companies both locally and internationally, and the objectives of the Group’s remuneration strategy. No advice was received in

FY21. It is the Committee’s intention to seek this independent advice in FY22.

Our remuneration philosophy is guided by our vision to be a modern, differentiated, omni channel jewellery brand. The structure of

compensation is designed with a mix of market competitive fixed remuneration, short-term incentives to reward annual performance and long-

term incentives to align long term financial performance and shareholder value creation.

We care

Former Executives

NAME

This report sets out the remuneration arrangements for Michael Hill International’s key management personnel (KMP). KMP have the authority

and responsibility for planning, directing and controlling the activities of the entity. All KMP listed below have held their positions for the entire

reporting period unless indicated otherwise.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 11

Our Remuneration Framework
SECTION 4 FY21 EXECUTIVE REMUNERATION SUMMARY




Fixed Remuneration

LTI opportunity for executives has also been updated to increase the weighting towards long-term outcomes

Whilst the total target incentive opportunity has remained consistent for both the CEO and CFO, being 105% and 65% respectively, the

structure of the STI was changed. FY21 CEO STI opportunity at target is 36.75% of TFR and LTI is 68.25% of TFR to give a total target incentive

of 105%. The structure for the CFO STI is 22.75% of target incentive and LTI is 42.25% of target incentive.

In addition, the FY21 scheme includes an STI outperformance component which allows executives to earn up to 200% of their on target STI

payment for outstanding performance. This outperformance component was added on the basis that it was self-funding and only rewarded for

significant EBIT outperformance (excluding any benefit from Government wage subsidies).

How it is set

Align senior executive reward with

achievement of performance

targets designed to drive

shareholder value creation.

Reward executives for

sustainable long-term growth

aligned to shareholders' interests.

Fixed RemunerationShort Term IncentiveLong Term Incentive

Fixed remuneration is set with

reference to market competitive

rates in comparative companies

for similar positions adjusted to

account for the experience,

ability and effectiveness of the

individual executive.

STI opportunity for on target performance has reduced

An STI stretch or outperformance mechanism has been introduced

Due to the uncertainty and volatility of trading in a COVID-19 environment, executive salaries were not adjusted for CPI at the commencement

of the reporting period as per the usual review cycle. It was decided that any adjustment to salaries would occur after a review of FY21 H1

performance. This end of first half review recognised that the performance of the company had strongly rebounded. Salaries were increased

from 1 February 2021. As the full year (2020) CPI was negative, it was agreed that KMP remuneration decisions would deviate from usual

remuneration policy. The CEO’s salary increased by 1.75% in line with the 2020 national minimum wage decision. It was also recognised that

the CFO’s role had increased in complexity and the fixed remuneration was not market competitive. Fixed remuneration increased by 10% for

the CFO.

Following a review of the executive incentive framework, and in response to challenges in how to reward and recognise in a rapidly changing

and unpredictable environment, the Board approved a number of changes to both the STI and LTI with effect from the FY21 year. The key

changes are outlined below:

Historically, the STI opportunity was 70% of total fixed remuneration (TFR) for the CEO and 50% of TFR for the CFO. LTI potential was 50% of

STI earned for the CEO (or 35% of TFR) and 30% of the STI earned for the CFO (being 15% of TFR). The total target incentive (STI + LTI) for the

CEO was 105% of TFR and 65% for the CFO.

Senior executives participate in

the Group’s STI which is directed

to achieving Board approved

targets. Refer to Section 4 for

details.

The Company has established a

Share Rights Plan as deferred

compensation. Refer to Section 4

for details.

How is it deliveredBase salary plus any fixed

elements including

superannuation and leave

entitlements.

CashAn issue of share rights is made

to participating Executives. The

rights vest at the end of the

performance period if certain

performance hurdles and vesting

conditions are met.

Fixed remuneration is set with reference to market competitive rates in comparable companies, locally and internationally, for similar positions

adjusted for the experience, ability and effectiveness of the individual executive. Fixed remuneration includes base salary and superannuation

at the rate of the maximum concessional contributions cap.

Fixed remuneration is reviewed annually and adjusted. Our policy is to increase base salary by CPI and increase superannuation in line with any

increase to the concessional contributions cap. In addition, external consultants provide analysis and advice every three years to ensure

compensation packages are appropriate and competitive in the marketplace. If there is a change in role scope or complexity the position is

reassessed against market benchmarks.

What is the objectiveAttract and retain key executive

talent.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 12

Short Term Incentive Scheme
Strategy 20% weighting – Omni Channel, Supply Chain Evolution

Customer 20% weighting – Brilliance Membership, Global Credit Strategy

People 10% weighting – Engagement, Retention

FY21 STI Outcomes

Analysis Of Bonuses Included In Remuneration

Daniel Bracken

Andrew Lowe

Andrea Slingsby

Long Term Incentive Scheme

Stretch

target bonus

achieved

KMP's short-term

incentive cash bonuses

On target

bonus

achieved

100%

100%

100%

75%

75%

n/a70,000 70,000 -

26,361

Vanessa Brennan ceased to be a KMP during the first half of the financial year and was not awarded a bonus for the year.

Total

potential bonus

available

Included in

remuneration

Amount

forfeited

$$$

709,128 620,487 88,641

performance

210,887 184,526

Performance measure for outperformance componentScaled EBIT increments above on target performance

Opportunity

Vesting conditionSubject to remaining an employee of the Group at the vesting date (following the

release of the FY23Q4 results), and satisfaction of TSR target metric, share rights

will vest in accordance with a sliding vesting schedule. The absolute TSR sliding

vestin

g schedule is as follows:

- No rights vest if TSR is equal to or less than 15% CAGR

- 5% of share rights vest for each 1% increase in CAGR performance between

15% CAGR to 35% CAGR

How the STI is paid?

The Board considers that the strong results delivered were a direct outcome of the response of the management team in successfully

navigating a raft of complex issues and implementing new initiatives to drive the business through this period. These events required an

immediate range of actions by the management team to both manage the COVID-19 impacts and to allow the business to continue trading in

a complex and constantly changing global environment.

In FY21, the CEO and CFO earned 100% of their on target STI. This STI was awarded due to the achievement in full of the KPIs related to the

financial, strategy, customer and people performance measures. An outperformance STI of 75% was awarded to both KMP due to the

achievement of the EBIT performance measure. An overall payment of 87.5% of total potential STI was achieved.

In cash

CEO – 73.5% of fixed remuneration comprised of 36.75% for on target

performance, and 36.75% for outperformance

The scheme is supported by a performance management system, along with integrated reporting for visibility and transparency of progress by

each executive. The framework aligns the executive’s KPIs to delivery of the strategic plan, divisional business plans along with critical

operational and leadership measures of each role. Performance against KPIs is formally measured on a biannual basis and informally in regular

meetings.

The STI program in FY21 was structured as follows:

The STI is detailed in performance scorecards that are agreed with the Committee at the start of each half year. These scorecards detail the

performance goals, targets and weightings for the financial half and follow a balanced scorecard approach where performance against key

deliverables across financial, strategy, business improvement, customer and people areas are measured.

In FY21, the LTI framework was amended. This amended framework aligns with the existing Incentive Plan Rules. The Board considers this new

LTI framework to be aligned with shareholder interests with a sliding vesting schedule reflecting total returns to shareholders over the

performance period.

Performance/vesting period

Share rights

Performance metricTotal Shareholder Return (TSR) compound annual growth rate (CAGR) over 3

years

3 years

Opportunity65% of on target incentive delivered as LTI, at no cost to the executive

Performance period6 monthly based on H1 and H2 performance

Performance measures/KPIs for on targetFinancial 50% weighting – EBIT, Sales, Margin, Costs

Instrument

CFO – 45.5% of fixed remuneration comprised of 22.75% for on target

performance, and 22.75% for outperformance

Performance conditionsAwarded to the executive if performance measures and KPIs are achieved

How is STI assessed?The Chair reviews the CEO’s performance against the performance targets and

objectives set for that year. The CEO assesses the performance of the Executive

team, with the CEO having oversight of his direct reports and the day-to-day

functions of the Company. The Committee reviews the assessed performance to

determine STI outcome for executives

Despite the challenging market conditions, FY21 has been a successful year for the Group with management delivering revenue of $556.5m (u

p

13.1%), Comparable EBIT of $56.6m (up 1,183%) and EPS of 11.68c (up 1,378%). The Comparable EBIT growth achieved of 1,183% was in excess

of the growth required for payment of 75% of the potential outperformance STI.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 13

FY21 LTI Outcomes
Non-Executive Director Remuneration

People Development and Remuneration

Audit and Risk

SECTION 5

20212020201920182017

Revenue ($'000)556,486 492,060 569,500 604,319 582,975

EBIT* ($'000)72,398 14,079 21,115 8,854 43,840

Profit for the year attributable to owners of the Company ($'000)45,328 3,059 16,498 1,557 29,654

Earnings per share (cents)11.68c0.79c4.26c0.40c10.66c

Dividends paid during the financial year^ ($'000)11,636 5,817 19,365 19,371 19,264

Market capitalisation ($'000)322,158 131,841 209,385 375,815 430,057

Share price at year end ($)0.83 0.34 0.54 0.97 1.11

Compound annual growth rate148.5%(34.3)%(40.2)%(8.1)%10.9%

Return on average total assets9.0%0.7%4.3%8.2%10.5%

Rationale for the performance metric and conditionThe absolute TSR metric has been deemed by the Committee to be the best

market based measure to create alignment between the interests of

management and the interests of shareholders

What happens when a KMP ceases employment?If the KMP’s employment is terminated for cause, or due to resignation, all

unvested Performance Rights will lapse, unless the Board determines otherwise

Dividends and voting rightsShare rights do not confer on the holder any entitlement to any dividends or other

distributions by the Group or any right to attend or vote at any general meeting of

the Group

Profit amounts for 2017 to 2021 have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting

Standards and other authoritative pronouncements of the Australian Accounting Standards Board. This also complies with IFRS as issued by

the International Accounting Standards Board.

Daniel Bracken, CEO and Andrew Lowe, CFO are the only current KMP eligible to participate in the FY21 LTI. Andrew commenced with Michael

Hill in FY18 and participated in that year’s LTI, which has three vesting dates (or ‘tranches’) over consecutive years; Andrew’s first tranche of

that scheme vested in early FY21. Daniel commenced with Michael Hill in FY19 and participated in that year’s LTI, which again has three vesting

dates over consecutive years; the first tranche vesting date is early FY22 and is subject to continual employment. Further details of the number

of share rights granted to the CEO and CFO in relation to the FY21 LTI can be found later in this report under the heading 'Share Rights'.

Total compensation for all non-executive directors, last voted upon by shareholders on 29 June 2016, is not to exceed $840,000 per annum.

Directors’ base fees for FY21 year were $100,419 per annum. The Board Chair receives twice the base fee. Additional fees are paid where a

director is Chair of a committee.

Committee Chair

It is the Company’s policy to increase directors’ fees annually at the commencement of each financial year of the Company, in accordance with

the consumer price index. However, in response to the COVID-19 global pandemic market conditions impacting the Company in FY21, there

was no increase to any non-executive director fees.

All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the

board policies and terms, including remuneration, relevant to the office of director. Non-executive directors do not receive performance-

related compensation. Directors’ fees cover all main board activities and membership of committees. Non-executive directors are not provided

with retirement benefits apart from statutory superannuation.

The overall level of remuneration takes into consideration the performance of the Group over several years.

COMPANY PERFORMANCE - RELATIONSHIP OF REMUNERATION TO GROUP PERFORMANCE

The remuneration framework operates to create a clear link between Executive remuneration and the Group’s performance. The performance

of the Group over the past five years is summarised below:

- 100% of share rights vest if TSR is equal to or above 35% CAGR

Awards are subject to a service condition requiring the Executive to remain

employed by the Group until the end of the vesting period

Fees per Annum

$20,747

$31,120

*EBIT and Comparable EBIT are Non-IFRS Information and are unaudited. Please refer to Non-IFRS Information in the Directors Report for an explanation of Non-

IFRS information and a reconciliation of EBIT and Comparable EBIT.

^The dividends paid in FY21 are the postponed interim dividend for FY20 and the interim dividend for FY21. No final dividend was declared for FY20.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 14

Executive KMP remuneration mix
Executive KMP

Daniel Bracken - CEO

Andrew Lowe - CFO

Andrea Slingsby - COO

Vanessa Brennan - CBSO

FY22 Remuneration

Other benefits

Service contracts

81%19%-100%

100%--100%

54%24%22%100%

The total remuneration for the executive KMPs comprises both fixed remuneration and at-risk components in STI and LTI. The mix shown

below indicates the potential remuneration based on the current remuneration as at 27 June 2021 with STI presented at maximum opportunity.

It is the Group’s policy that service contracts for KMP are unlimited in term but capable of termination on three months’ notice (six months in

the case of the CEO) and that the Group retains the right to terminate the contract immediately, by making payment equal to three months’

pay in lieu of notice (or six months’ in the case of the CEO). KMP are also entitled to receive on termination of employment their statutory

entitlements of accrued annual and long service leave, together with any superannuation benefits.

For FY22, fixed annual remuneration increased in line with policy at CPI for the CEO, CFO and non-executive directors. Superannuation will

increase to the adjusted concessional contributions cap. The incentive scheme has been reweighted to balance on target STI with LTI at 50%

of total target incentive opportunity for the CEO and CFO. The absolute TSR sliding vesting conditions of the LTI framework for FY22 will be a

CAGR-based calculation whereby a prorata achievement of share rights commencing from 10% CAGR, increasing by 10% for every 1% CAGR

increment, limited to 100% achievement at 20% CAGR. The committee and Board will continue reviewing the remuneration framework and

incentive plans to ensure they continue to align to market and shareholders’ best interests. An independent review is underway.

Key management personnel do not receive additional benefits, such as non-cash benefits, other than superannuation, as part of the terms and

conditions of their appointment. Loans are not provided.

Fixed

Remuneration

STILTITotal

41%31%28%100%

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 15

SECTION 6
Short-term

Long-term

Post-

employment

Share-based

payments

Salary &

STI cash

Non-monetary

Total

Long service

Superannuation

Termination

Share

Total

Proportion

Value of

fees

bonus

benefits

leave

benefits

benefits

rights

remuneration

rights as

(relocation)

performance

proportion of

related

remuneration

Name

$$$$$$$$$%%

NON-EXECUTIVE DIRECTORSEmma Jane Hill2021

194,736


-


-


194,736


-


-


-


-


194,736


--

2020

170,849


-


-


170,849


-


-


-


-


170,849


--

Sir Richard Michael Hill2021

97,368


-


-


97,368


-


-


-


-


97,368


--

2020

87,709


-


-


87,709


-


-


-


-


87,709


--

Gary Warwick Smith2021

120,127


-


-


120,127


-


11,412


-


-


131,539


--

2020

104,327


-


-


104,327


-


9,911


-


-


114,238


--

Robert Ian Fyfe2021

117,485


-


-


117,485


-


-


-


-


117,485


--

2020

105,545


-


-


105,545


-


-


-


-


105,545


--

Jacqueline Elizabeth Naylor (appointed 15 July 2020)2021

88,180


-


-


88,180


-


8,377


-


-


96,557


--

2020

-


-


-


-


-


-


-


-


-


--

Janine Suzanne Allis (retired 27 October 2020)2021

30,485


-


-


30,485


-


2,896


-


-


33,381


--

2020

78,594


-


-


78,594


-


7,467


-


-


86,061


--

2021

648,381


-


-


648,381


-


22,685


-


-


671,066


--

2020

547,024


-


-


547,024


-


17,378


-


-


564,402


--

KMPDaniel Bracken, CEO2021

1,025,532


620,487


-


1,646,019


16,962


25,000


-


33,716


1,721,697


36.04%

1.96%

2020

905,142


134,092


-


1,039,234


10,980


25,481


-


15,324


1,091,019


12.29%

1.40%

Andrew Lowe, CFO2021

483,848


184,526


-


668,374


12,930


25,000


-


19,684


725,988


25.42%

2.71%

2020

429,075


40,021


-


469,096


3,790


25,481


-


9,728


508,095


7.88%

1.91%

Andrea Slingsby, COO (ceased 22 January 2021)2021

293,388


70,000


-


363,388


-


14,904


-


19,909


398,201


17.58%

5.00%

2020

456,372


32,681


-


489,053


5,862


25,481


-


2,688


523,084


6.25%

0.51%

Vanessa Brennan, CBSO (commenced 11 August 2020 and ceased 13 December 2020)2021

136,657


-


-


136,657


-


8,654


-


13,489


158,800


-

8.49%

2020

-


-


-


-


-


-


-


-


-


--

TOTAL KMP REMUNERATION2021

1,939,425


875,013


-


2,814,438


29,892


73,558


-


86,798


3,004,686


29.12%

2.89%

2020

1,790,589


206,794


-


1,997,383


20,632


76,443


-


27,740


2,122,198


9.74%

1.31%

TOTAL DIRECTOR AND KMP REMUNERATION2021

2,587,806


875,013


-


3,462,819


29,892


96,243


-


86,798


3,675,752


23.81%

2.36%

2020

2,337,613


206,794


-


2,544,407


20,632


93,821


-


27,740


2,686,600


7.67%

1.03%

Salary and fees include the net leave entitlement accrual, calculated as leave accrued less leave taken.In response to COVID-19, all director's fees were reduced 50% for the period from 1 April 2020 to 30 June 2020. Each of the ex

ecutive KMP's salaries were reduced by 20% over the same period.

Details of the nature and amount of each major element of remuneration of each Director of the Company and other KMP of the con

solidated entity are:

DIRECTOR AND EXECUTIVE REMUNERATION OUTCOMES FOR FY21

TOTAL DIRECTOR REMUNERATION

FINANCIAL REPORT 2021

MICHAEL HILL GROUP 16

ADDITIONAL STATUTORY INFORMATION
EQUITY INSTRUMENTS

OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS ISSUED AS COMPENSATION

MODIFICATION OF TERMS OF EQUITY-SETTLED SHARE-BASED PAYMENT TRANSACTIONS

UNISSUED SHARES

ANALYSIS OF OPTIONS AND RIGHTS OVER EQUITY INSTRUMENTS GRANTED AS COMPENSATION

SHARE RIGHTS

Issued

during

the year

KMP

Number

Daniel Bracken*2,200,197

Andrew Lowe628,814

Andrea Slingsby (ceased 22/01/2021)33,311

Vanessa Brennan (ceased 13/12/2020)24,285

RECONCILIATION OF OPTIONS AND SHARE RIGHTS HELD BY KMP

Vested and

Exercisable

UnvestedIssuedForfeitedVestedExercised Vested and

Exercisable

Unvested

NumberNumberNumberNumberNumberNumberNumberNumber$

Daniel Bracken*- 110,018 2,200,197 - - - - 2,310,215 317,367

Andrew Lowe- 50,761 628,814 - - - - 679,575 87,399

Andrea Slingsby

#

- 19,301 33,311 - - - - 52,612 11,659

Vanessa Brennan

#

^

- 49,760 24,285 - - - - 74,045 8,500

Total- 229,840 2,886,607 - - - - 3,116,447 424,924

#

Andrea Slingsby and Vanessa Brennan ceased to be KMP before financial year end. The "Balance at end of the year" reflects their holdings at the time they

ceased to be KMP. The Board resolved that both could retain their share rights on cessation of employment and accordingly the share rights vested to both at

the date of the resolution.

Balance at start of the

year

Balance at end of the

year

KMP share rights

movements

Value of

rights issued

during the

year

No options are held by KMP. The number of rights over ordinary shares held during the financial year by KMP, including the number issued,

vested, exercised and forfeited is set out below:

Fair value

per share

right

The number of share rights issued to KMP and senior executives during FY21 was 4,189,622 share rights. Of these, share rights issued to KMP

are set out below.

No options were granted to KMP as compensation for the financial year.

As at the date of this report, there were 1,300,000 unissued ordinary shares under options. Option holders do not have any right, by virtue of

the option, to participate in any share issue of the Company or any related body corporate.

*Share rights issued to Daniel Bracken during the reporting period prior to him being appointed as a director of the Board.

All options or rights refer to options or rights over ordinary shares of Michael Hill International Limited, which are exercisable on a one-for-one

basis under the executive incentive plan.

No terms of equity-settled share-based payment transactions (including options and rights granted as compensation to a key management

person) have been altered or modified by the issuing entity during the reporting period or the prior period. The exercise price of any future

option grants will be set by using the same method, with reference to the Australian Securities Exchange ('ASX'). Upon exercise of any option

previously granted with a NZ$ exercise price, the exercise price will be converted to AU$ with reference to the Reserve Bank of Australian

foreign exchange rate on that date.

$

0.14

0.35

Share rights relating to FY21 performance are anticipated to be granted in late 2021. The number of shares will depend on the Michael Hill

International Limited’s share price over the five days prior to the grant date.

^Vanessa Brennan became a KMP during the financial year and at that time held the share rights in the opening balance.

*Share rights issued to Daniel Bracken during the reporting period were issued prior to him being appointed as a director of the Board. Accordingly, shareholder

approval was not required pursuant to ASX Listing Rule 10.14.

0.14

0.35

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 17

SHAREHOLDINGS
NON-EXECUTIVE DIRECTORS

Emma Hill*

Sir Richard (Michael) Hill*

Gary Smith

Robert Fyfe

Jacqueline Naylor

#

Janine Allis^

KMP

Daniel Bracken

Andrew Lowe

Andrea Slingsby^

Vanessa Brennan

#

^

VOTING OF SHAREHOLDERS AT LAST YEAR'S ANNUAL GENERAL MEETING

INSURANCE OF OFFICERS AND INDEMNITIES

NON-AUDIT SERVICES

ERNST & YOUNG (AUSTRALIA)

Employment advisory

Total remuneration for non-audit services

AUDITOR'S INDEPENDENCE DECLARATION

ROUNDING OF AMOUNTS

R. I. Fyfe

Chair

Brisbane

20 August 2021

*Includes common shareholding due to a related party.

NumberNumberNumberNumber

^Ceased to be a KMP before financial year end and "Balance at end of the year" reflects their holdings at time of ceasing to be KMP.

#

Became a KMP during the financial year and at that time held the ordinary shares in "Balance at the start of the year".

141,869

-

-

-

80,000

2,693,640

160,000

651,745

Received on

exercise of rights

-

-

-

-

-

-

-

-

-

-

-

-

-

Other changes

-

-

-

-

-

-

60,000

-

-

-

2,693,640

160,000

651,745

201,869

The number of ordinary shares held during the financial year by KMP is set out below:

Balance at

end of the year

167,487,526

148,330,600

Balance at

start of the year

167,487,526

148,330,600

20212020

The Company received 99.4% of “For” votes on its remuneration report for FY20. The Company did not receive any specific feedback at the

AGM or throughout the year on its remuneration practices.

The Company’s Constitution provides that it may indemnify any person who is, or has been, an officer of the Group, including the directors, the

Secretaries and other officers, against liabilities incurred whilst acting as such officers to the extent permitted by law. The Company has

entered into a Deed of Indemnity, Insurance and Access with each of the Company’s directors, Company Secretary and certain other officers.

No director or officer of the Company has received benefits under an indemnity from the Company during or since the end of the year.

The Company has paid a premium for insurance for officers of the Group. This insurance is against a liability for costs and expenses incurred

by officers in defending civil or criminal proceedings involving them as such officers, with some exceptions. The contract of insurance

prohibits disclosure of the nature of the liability insured against and the amount of the premium paid.

The following non-audit services were provided by the entity's auditor, Ernst & Young (Australia). The directors are satisfied that the provision

of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature

and scope of each type of non-audit service provided means that auditor independence was not compromised.

Ernst & Young (Australia) received or are due to receive the following amounts for the provision of non-audit services:

80,000

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 19.

The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the Directors' Report.

Amounts in the Directors' Report have been rounded off in accordance with the instrument to the nearest thousand dollars, or in

certain cases,

to the nearest dollar.

This report is made on 20 August 2021 in accordance with a resolution of directors as required by section 298 of the Corporations Act 2001.

$$

3,682 10,050

3,682 10,050

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 18

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation




Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au


Auditor’s independence declaration to the directors of Michael Hill

International Limited


As lead auditor for the audit of the financial report of Michael Hill International Limited for the

financial year ended 27 June 2021, I declare to the best of my knowledge and belief, there have been:

a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the audit; and

b. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Michael Hill International Limited and the entities it controlled during

the financial year.



Ernst & Young




Kellie McKenzie

Partner

20 August 2021



NOTES20212020
$'000$'000

Revenue from contracts with customersA2556,486 492,060

Other incomeA317,969 20,574

Cost of goods sold(207,570)(193,855)

Employee benefits expenseD1(147,619)(146,482)

Occupancy costs(15,135)(14,390)

Marketing expenses(28,325)(28,918)

Selling expenses(17,959)(18,701)

Impairment of property, plant and equipmentF5(1,883)(6,473)

Impairment of other assets(3,513)(1,582)

Depreciation and amortisation expenseF1(51,293)(55,611)

Loss on disposal of property, plant and equipment(448)(499)

Other expenses(28,308)(32,040)

Finance expensesF1(7,595)(9,598)

Profit before income tax64,807 4,485

Income tax expenseF9(19,479)(1,426)

Profit for the year45,328 3,059

Other comprehensive income

Item that may be reclassified subsequently to profit or loss:

Gains/(losses) on cash flow hedges34 434

Currency translation differences arising during the year(173)(1,716)

Other comprehensive income for the year, net of tax(139)(1,282)

Total comprehensive income for the year45,189 1,777

Total comprehensive income for the year is attributable to:

Owners of Michael Hill International Limited 45,189 1,777

centscents

Basic earnings per shareF211.68 0.79

Diluted earnings per shareF211.63 0.79

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the

accompanying notes.

Earnings per share for profit attributable to the ordinary equity holders of the Company:

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 20

NOTES20212020
$'000$'000

ASSETS

Current assets

Cash and cash equivalentsB172,361 11,204

Trade and other receivablesF38,352 25,006

InventoriesA4171,246 178,742

Assets held for saleF414,397 -

Current tax receivables732 3,165

Contract assetsA2406 733

Other current assets3,576 2,103

Total current assets271,070 220,953

Non-current assets

Trade and other receivables F3- 10,727

Right-of-use assetsA5105,882 123,911

Property, plant and equipmentF536,453 45,405

Intangible assetsF632,845 24,429

Deferred tax assetsF960,585 74,468

Contract assets A2739 1,048

Other non-current assets537 677

Total non-current assets237,041 280,665

Total assets508,111 501,618

LIABILITIES

Current liabilities

Trade and other payablesF773,961 64,472

Lease liabilitiesA534,304 42,164

Contract liabilitiesA224,157 25,974

ProvisionsF814,854 24,949

Liabilities directly associated with assets held for saleF41,607 -

Current tax liabilities1,886 1,445

Deferred revenue753 367

Total current liabilities151,522 159,405

Non-current liabilities

Lease liabilities A599,382 115,848

Contract liabilities A256,393 53,539

BorrowingsB2- 10,681

Provisions F87,413 8,339

Total non-current liabilities163,188 188,407

Total liabilities314,710 347,812

Net assets193,401 153,806

EQUITY

Contributed equityF1111,285 11,016

ReservesF124,221 4,420

Retained profits177,895 138,370

Total equity193,401 153,806

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 21

NOTES
CONTRIBUTED

EQUITY

SHARE BASED

PAYMENTS

RESERVE

FOREIGN

CURRENCY

TRANSLATION

RESERVE

CASH FLOW

HEDGE

RESERVE

RETAINED

PROFITS

TOTAL

EQUITY

$000

$000

$000

$000

$000

$000

Balance at 1 July 2019

10,984

757

5,516

(468)

159,963

176,752

Adjustment on adoption of AASB16 (net of tax)

-

-

(43)

-

(13,019)

(13,062)

Restated total equity at the beginning of the financial year

10,984

757

5,473

(468)

146,944

163,690

Profit for the year

- -

- - 3,059

3,059

Currency translation differences

-

-

(1,716)

-

-

(1,716)

Derivative fair value changes

- -

- 434

- 434

Total comprehensive income for the year

-

-

(1,716)

434

3,059

1,777

Transactions with members in their capacity as owners:Dividends provided

B3

- -

- - (11,633)

(11,633)

Issue of share capital on exercise of share rights

F11

32

(32)

- - - -

Transfer option reserve on forfeiture of options

D3

- (166)

-

-

- (166)

Share based payments expense

D3

- 138

- - - 138

32

(60)

- - (11,633)

(11,661)

Balance at 28 June 2020

11,016

697

3,757

(34)

138,370

153,806

Profit for the year

- -

- - 45,328

45,328

Currency translation differences

-

-

(173)

-

-

(173)

Derivative fair value changes

- -

- 34

- 34

Total comprehensive income for the year

-

-

(173)

34

45,328

45,189

Transactions with members in their capacity as owners:Dividends provided

B3

- -

- -

(5,820)

(5,820)

Issue of share capital on exercise of share rights

F11

269

(269)

-

-

-

-

Transfer option reserve on forfeiture of options

D3

-

(17)

-

-

17

-

Share-based payments expense

D3

-

226

-

-

-

226

269

(60)

- - (5,803)

(5,594)

Balance at 27 June 2021

11,285

637

3,584

- 177,895

193,401

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to owners of Michael Hill International Limited

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

FINANCIAL REPORT 2021

MICHAEL HILL GROUP 22

NOTES20212020
$'000$'000

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers (inclusive of GST and sales taxes)657,320 547,258

Payments to suppliers and employees (inclusive of GST and sales taxes)(484,021)(451,577)

173,299 95,681

Interest received4 4

Other revenue received14,442 13,193

Interest paid(1,036)(2,261)

Leasing interest paidA5(6,653)(7,628)

Income tax paid(4,082)(3,974)

Net GST and sales taxes paid(32,522)(18,944)

Net cash inflow from operating activitiesB1143,452 76,071

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of property, plant and equipment73 146

Payments for property, plant and equipmentF5(6,430)(6,112)

Payments for intangible assetsF6(12,597)(11,241)

Net cash (outflow) from investing activities(18,954)(17,207)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings2,000 70,500

Repayment of borrowings(12,682)(92,300)

Principal portion of lease paymentsA5(40,997)(27,892)

Dividends paid to Company's shareholdersB3(11,636)(5,817)

Net cash (outflow) from financing activities(63,315)(55,509)

Net increase in cash and cash equivalents61,183 3,355

Cash and cash equivalents at the beginning of the financial year11,204 7,923

Effects of exchange rate changes on cash and cash equivalents(25)(74)

Cash and cash equivalents at the end of the financial yearB172,361 11,204

CONSOLIDATED STATEMENT OF CASH FLOWS

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 23

CORPORATE INFORMATION25FOTHER INFORMATION40
F1Expenses40

AFINANCIAL OVERVIEW25F2Earnings per share40

A1Segment information25F3Trade and other receivables41

A2Revenue26F4Assets held for sale and directly associated liabilities42

A3Other income27F5Property, plant and equipment42

A4Inventories27F6Intangible assets43

A5Leases28F7Trade and other payables44

F8Provisions44

BCASH MANAGEMENT30F9Tax45

B1Cash and cash equivalents30F10Auditors' remuneration46

B2Borrowings30F11Contributed equity46

B3Dividends31F12Reserves47

CFINANCIAL RISK MANAGEMENT32GGROUP STRUCTURE48

C1Financial risk management32G1Interests in other entities48

C2Derivative financial instruments34G2Deed of cross guarantee48

C3Capital management36G3Parent entity financial information51

DREWARD AND RECOGNITION37HUNRECOGNISED ITEMS52

D1Employee benefits37H1Contingencies and commitments52

D2Key management personnel37

H2Events occuring after the end of the reporting

52

D3Share-based payments37

period

ERELATED PARTIES39I

SUMMARY OF ACCOUNTING POLICIES AND

53

SIGNIFICANT ESTIMATES AND JUDGEMENTS

I1Summary of significant accounting policies53

I2Significant estimates and judgements58

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 24

NOTES TO THE FINANCIAL STATEMENTS
CORPORATE INFORMATION

A

A1

A2

A3

A4

A5

A1 SEGMENT INFORMATION

AustraliaNew

Zealand

Canada Corporate &

other

Group

pre-AASB16

AASB16

adjustment

Group

$'000$'000$'000$'000$'000$'000$'000

Operating revenue312,264 118,663 123,930 1,629 556,486 -556,486

Gross profit194,148 73,554 76,017 5,197 348,916 -348,916

Gross profit %62.2%62.0%61.3%62.7%62.7%

EBITDA*69,250 35,117 20,935 (40,411)84,891 38,800 123,691

Depreciation and amortisation(6,361)(1,996)(5,100)(3,233)(16,690)(34,603)(51,293)

Segment EBIT*62,889 33,121 15,835 (43,644)68,201 4,197 72,398

EBIT as a % of revenue20.1%27.9%12.8%12.3%13.0%

Interest income---4 4 -4

Finance costs

(68)(7)-(867)(942)(6,653)(7,595)

Net profit before tax62,821 33,114 15,835 (44,507)67,263 (2,456)64,807

Income tax expense

(19,479)

Net profit after tax45,328

The segment disclosures are prepared on a pre-AASB16

Leases basis. An adjustment column, representing the Group's entries due to

AASB16

Leases, has been included for the purposes of reconciliation to statutory results.

MAJOR CUSTOMERS

Michael Hill International Limited and its controlled entities operate predominately in the sale of jewellery and related services.

The consolidated financial statements of Michael Hill International Limited and its subsidiaries (collectively, the Group) for the year ended

27 June 2021 were authorised for issue in accordance with a resolution of the directors on 20 August 2021. Michael Hill International

Limited (the Company or Parent) is a for profit company limited by shares incorporated in Australia. The Company is listed on the Australian

Securities Exchange ('ASX') as its primary listing, and maintains a secondary listing on the New Zealand Stock Exchange ('NZX').

FINANCIAL OVERVIEW

Segment information

Revenue

Other income

Inventories

Leases

The amounts provided to the Board and Executive Management team in respect of total assets and liabilities are measured in a manner

consistent with the financial statements. These reports do not allocate total assets or total liabilities based on the operations of each

segment or by geographical location.

Management have determined the operating segments based on the reports reviewed by the Board and Executive Management team that

are used to make strategic decisions. The Board and Executive Management team consider, organise and manage the business primarily

from a geographic perspective, being the country of origin where the sale and service was performed.

The Group's operations are in three geographical segments: Australia, New Zealand and Canada.

SEGMENT RESULTS

Year ended 27 June 2021

TYPES OF PRODUCTS AND SERVICES

The Corporate and other segment includes revenue and expenses that do not relate directly to the relevant Michael Hill retail segments.

These predominately relate to corporate costs and Australian based support costs, but also include manufacturing activities, warehouse

and distribution, interest and company tax. Inter-segment pricing is at arm's length or market value.

Michael Hill International Limited and its controlled entities sell goods and provide services to a number of customers from which revenue

is derived. There is no single customer from which the Group derives more than 10% of total consolidated revenue.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 25

AustraliaNew
Zealand

Canada Corporate &

other

Group

pre-AASB16

AASB16

adjustment

Group

$'000$'000$'000$'000$'000$'000$'000

Operating revenue266,610 101,276 123,038 1,136 492,060 -492,060

Gross profit161,030 60,412 71,075 5,687 298,204 -298,204

Gross profit %60.4%59.7%57.8%60.6%60.6%

EBITDA*35,102 22,554 3,471 (33,971)27,156 42,534 69,690

Depreciation and amortisation(7,692)(2,550)(6,031)(2,355)(18,628)(36,983)(55,611)

Segment EBIT*27,410 20,004 (2,560)(36,326)8,528 5,551 14,079

EBIT as a % of revenue10.3%19.8%(2.1)%1.7%2.9%

Interest income---4 4 -4

Finance costs

145 16 -(2,131)(1,970)(7,628)(9,598)

Net profit before tax27,555 20,020 (2,560)(38,453)6,562 (2,077)4,485

Income tax expense

(1,426)

Net profit after tax3,059

A2

20212020

$'000$'000

Revenue from sale of goods and repair services525,781 460,393

Revenue from Professional Care Plans (PCP)*27,310 27,478

Interest and other revenue from in-house customer finance program2,792 3,958

Revenue from Lifetime Diamond Warranty (LTDW)603 231

Total revenue from contracts with customers556,486 492,060

AustraliaNew

Zealand

CanadaCorporate &

other

Total

Timing of revenue recognition$'000$'000$'000$'000$'000

At a point in time296,723 113,547 114,099 1,412 525,781

Over time15,541 5,116 9,831 217 30,705

312,264 118,663 123,930 1,629 556,486

Timing of revenue recognition

At a point in time249,852 95,770 114,145 626 460,393

Over time16,758 5,506 8,893 510 31,667

266,610 101,276 123,038 1,136 492,060

(i)

(ii)

(iii)

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Sales of goods are recognised when a Group entity delivers a product to the customer. Retail sales are usually by cash, payment plan or

credit card. The recorded revenue is the gross amount of sale (excluding taxes), including any fees payable for the transaction and net

amounts deferred under AASB15

Revenue from Contracts with Customers such as significant financing components and potential

customer returns.

Repair services

Sales of services for repair work performed is recognised in the accounting period in which the services are performed.

Deferred service revenue and expenses

Sale of goods

The Group offers a PCP product which is considered deferred revenue until such time that service has been provided. A PCP is a plan

under which the Group offers future services, such as cleaning, repairs and resizing, to customers based on the type of plan purchased.

The Group subsequently recognises the income in revenue in the statement of comprehensive income once these services are performed.

An estimate based on the timing and quantum of expected services under the plans is used as a basis to establish the amount of service

revenue to recognise in the Consolidated Statement of Comprehensive Income.

2021

2020

*During the financial year ended 27 June 2021, the Group did not recognise revenue of $1.3m (2020: $2.1m) for PCP services in Canada from February to

June 2021 due to the inability to service customers from temporary closure of stores due to COVID-19. Revenue not recognised and deferred in the prior

period was recognised in the current reporting period.

REVENUE

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following geographical regions:

DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS

Year ended 28 June 2020

*EBIT and EBITDA are non-IFRS information. Please refer to non-IFRS information in the Directors' Report for an explanation of non-IFRS information and a

reconciliation of EBIT to statutory results.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 26

(iv)
(v)

(vi)

20212020

$'000$'000

Right of return assets58 108

Deferred PCP bonuses1,087 1,673

Total contract assets1,145 1,781

Deferred service revenue76,581 73,856

Deferred interest revenue- 2,918

Right of return liabilities148 250

Lifetime Diamond Warranty3,821 2,489

Total contract liabilities80,550 79,513

20212020

$'000$'000

Revenue recognised that was included in the contract liability balance at the beginning of the year22,243 22,300

(1,305)-

A3 OTHER INCOME

20212020

$'000$'000

Net foreign exchange gain2,367 2,382

Government grants14,593 17,678

Other items1,009 514

17,969 20,574

A4 INVENTORIES

20212020

$'000$'000

Raw materials12,435 6,313

Finished goods156,199 169,094

Packaging and other consumables2,612 3,335

171,246 178,742

Finished goods are held at the lower of cost or net realisable value (NRV). During the year, $2,327,000 (2020: $5,608,000) was recognised

as an expense for finished goods inventories carried at NRV. This is recognised in cost of goods sold.

Management estimates the returned sales based on historical sale return information and any recent trends that may suggest future claims

could differ from historical amounts. For sales that are expected to be returned, the Group recognises a right of return liability. The

associated inventory value for sales that are expected to be returned is recognised as a right of return asset.

Lifetime Diamond Warranty

LTDW is a warranty provided to customers with the purchase of jewellery items set with a diamond (excluding watches). This has been

deemed a service-type warranty and is calculated with reference to the estimated value of service provided to customers and the stand-

alone value of customers obtaining the service independently. Income in relation to the LTDW is recognised in line with the estimated

pattern of customers utilising this service-type warranty.

Interest revenue is deferred on the in-house customer finance program when the sale of the good or service occurs. It is calculated as the

difference between the nominal cash and cash equivalents received from customers and the discounted cashflows, on both interest and

non-interest bearing products. Interest revenue is brought to account over the term of the finance agreement, and the rate used for non-

interest bearing products is in line with current, comparable market rates.

Right of return assets and liabilities

Rights of return recognises the estimated returned sales under the Group's return policy, being 30 day change of mind in Australia and

New Zealand and 60 day change of mind in Canada.

Deferred interest revenue

Direct and incremental sales staff bonuses associated with the sale of PCPs are capitalised in contract assets and amortised in proportion

to the PCP revenue recognised.

Impact on revenue recognised relating to performance obligations satisfied in previous years

The Group received grants in relation to COVID-19 wage subsidies in all three markets. These grants were accounted for as income upon

recognition of the corresponding employee benefit expense as satisfactory prerequisites of the grant were met. Further information

regarding wage subsidies is disclosed in note I2.

The following table shows how much of the revenue recognised in the current reporting year relates to carried-forward contract liabilities

and how much relates to performance obligations that were satisfied or partially satisfied in a prior year:

ASSETS AND LIABILITIES RELATED TO CONTRACTS WITH CUSTOMERS

REVENUE RECOGNISED IN RELATION TO CONTRACT LIABILITIES

Revenue recognition patterns are regularly reassessed based on new and historical trends resulting in remeasurement of revenue

recognised in previous years.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 27

A5 LEASES
20212020

RIGHT-OF-USE ASSETS$'000$'000

Right-of-use assets179,524 162,380

Less: Accumulated depreciation(72,925)(37,654)

Less: Accumulated impairment(717)(815)

105,882 123,911

20212020

RECONCILIATION OF RIGHT-OF-USE ASSETS$'000$'000

Opening carrying value123,911 142,833

Additional right-of-use assets relating to leases entered into during the year13,311 21,702

Lease modifications agreed during the year7,581 (126)

Depreciation expense(35,357)(37,876)

Reduction in right-of-use assets as a consequence of COVID-19 on rent concessions(3,902)(2,033)

Impairment of right-of-use assets- (815)

Foreign currency translation338 226

Closing carrying value105,882 123,911

20212020

LEASE LIABILITIES$'000$'000

Current34,304 42,164

Non-current99,382 115,848

133,686 158,012

20212020

RECONCILIATION OF LEASE LIABILITIES$'000$'000

Opening carrying value158,012 166,322

Additional lease liabilities entered into during the year13,177 21,671

Lease modifications agreed during the year7,517 14

Net reduction in future lease payments agreed as a consequence of COVID-19 on rent concessions(3,902)(2,033)

Interest expense6,653 7,628

Lease repayments(47,650)(35,520)

Foreign currency translation(121)(70)

Closing carrying value133,686 158,012

Expenses relating to short-term leases during the period of $6,444,000 (2020: $4,467,000) were included in occupancy costs.

The incremental borrowing rate used in determining the lease liability ranged between 1.47% and 7.12% (2020: 1.85% and 6.95%).

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 28

20212020
Within five

years

More than

five years

TotalWithin five

years

More than

five years

Total

$'000$'000$'000$'000$'000$'000

Extension options expected not to be exercised277 55 332 455 60 515

Set out below are the undiscounted potential future rental payments relating to the period following the exercise date of extension options

that are not included in the lease term:

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that

have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of

low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term

leases and leases of low-value assets are expensed on a straight-line basis over the lease term.

At commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made

over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives

receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.

The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of

penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do

not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the

event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date

because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is

increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities

is remeasured if there is a modification, a change in the lease term, a change in the lease payment (e.g., changes to future payments

resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to

purchase the underlying asset.

Short-term leases and leases of low-value assets

Lease liabilities

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the

use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value

assets which are recognised in the profit or loss. The Group recognises lease liabilities to make lease payments and right-of-use assets

representing the right to use the underlying assets.

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use).

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement

of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease

payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a

straight-line basis over the lease term.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in note I1(F).

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option,

depreciation is calculated using the estimated useful life of the asset.

The Group has several lease contracts that include extension options. These options are negotiated by management to provide flexibility in

managing the leased-asset portfolio and align with the Group’s business needs. Management exercises significant judgement in

determining whether these extension options are reasonably certain to be exercised (refer to note I2).

ACCOUNTING POLICIES AND SIGNIFICANT JUDGEMENTS

On 28 May 2020, the IASB issued COVID-19-Related Rent Concessions - amendment to AASB16 Leases. The amendments provide relief

to lessees from applying AASB16

Leases guidance on lease modification accounting for rent concessions arising as a direct consequence

of the COVID-19 pandemic. As a practical expedient, a lessee may elect not to assess whether a COVID-19 related rent concession from a

lessor is a lease modification. A lessee that makes this election accounts for any change in lease payments resulting from the COVID-19

related rent concession the same way it would account for the change under AASB16

Leases, if the change were not a lease modification.

The Group has applied this practical expedient in the consolidated financial statements for all COVID-19 impacted leases. Where the

practical expedient has been applied, the Group has remeasured its lease liabilities, using the remeasured consideration (e.g., reflecting the

lease payment reduction or lease payment deferral provided by the lessor), with a corresponding adjustment to the right-of-use asset.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 29

B
B1

B2

B3

B1 CASH AND CASH EQUIVALENTS

20212020

$'000$'000

Cash at bank and on hand72,361 11,204

20212020

$'000$'000

Profit for the year45,328 3,059

Adjustment for:

Depreciation of property, plant and equipment11,746 15,484

Depreciation of right-of-use assets35,357 37,876

Amortisation of intangible assets4,190 2,251

Impairment of property, plant and equipment1,883 6,473

Impairment of other assets3,513 1,579

Impairment of intangibles assets- 3

Non-cash employee benefits expense - share-based payments226 (25)

Make good interest(57)(228)

Net loss on sale of non-current assets448 442

Net exchange differences2,998 1,143

Change in operating assets and liabilities

(Increase)/decrease in trade and other receivables13,163 1,490

(Increase)/decrease in inventories7,663 (206)

(Increase)/decrease in deferred tax assets16,121 (1,430)

(Increase)/decrease in other non-current assets451 2,324

(Increase)/decrease in other current assets(1,192)89

(Decrease)/increase in trade and other payables6,635 12,987

(Decrease)/increase in current tax liabilities2,896 8,509

(Decrease)/increase in provisions(11,114)(6,121)

(Decrease)/increase in contract liabilities3,197 (2,000)

Net cash inflow from operating activities143,452 83,699

B2 BORROWINGS

Current

Non-

current

TotalCurrent

Non-

current

Total

$'000$'000$'000$'000$'000$'000

Bank loans- - - - 10,681 10,681

Total secured borrowings- - - - 10,681 10,681

CASH MANAGEMENT

Cash and cash equivalents

Borrowings

Dividends

On 24 March 2021, the Group entered into a financing agreement with ANZ Banking Group and HSBC Australia for an availability

period of three years. The financial arrangement includes a $72 million multi-option borrowing facility and ancillary working capital

facilities in line with the business requirements of the Group. At balance date no amounts were drawn on these facilities. Refer to note

C3 for details of covenants relating to the financing facilities.

20212020

RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH INFLOW FROM

OPERATING ACTIVITIES

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 30

B3 DIVIDENDS
20212020

Ordinary shares$'000$'000

- 5,817

5,820 5,816

5,820 11,633

20212020

Dividends not recognised at the end of the reporting period$'000$'000

11,644

-

20212020

Franking and imputation credits$'000$'000

2,552 2,174

18,072 18,474

The interim dividend for the year ended 28 June 2020 of $5,816,000, originally deferred to 30 September 2021 for payment, was paid

on 29 January 2021.

No final dividend was declared for the year ended 28 June 2020 (2019: 1.5 cents).

Interim dividend for the year ended 27 June 2021 of 1.5 cents (2020: 1.5 cents) per fully paid

share paid on 26 March 2021 (2020: 29 January 2021).

The above franking credit amounts represent the balance of the franking account as at the end of the financial year, adjusted for

franking credits that will arise from the payment and refund of income tax payable.

The above imputation credit amounts represent the balance of the imputation account as at the end of the financial year, adjusted for

imputation credits that will arise from the payment and refund of income tax payable.

As the dividend recommended by the directors since year end, but not recognised as a liability at year end, will be unfranked there will

be no reduction in the franking account.

The impact on the imputation credit account of the dividend recommended by the directors since year end, but not recognised as a

liability at year end, is estimated to be a reduction in the imputation credit account of NZ4,736,175 (2020: no dividend declared). The

amount of imputation credits is dependent on the NZD exchange rate at the time of the dividend.

Franking credits available for subsequent reporting periods based on a tax rate of 30.0%

(2020: 30.0%)

Imputation credits (NZ$) available for subsequent reporting periods based on New Zealand

tax rate of 28.0% (2020: 28.0%)

The dividends paid during the current financial period and corresponding previous financial period were fully imputed and not franked.

Since year-end, the directors have recommended a 3 cents per fully paid share (2020: no

final dividend declared) final dividend.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 31

C
C1

C2

C3

C1 FINANCIAL RISK MANAGEMENT

RiskExposure arising fromMeasurementManagement

Market risk - foreign exchange

Market risk - interest rate

Credit risk

Liquidity riskBorrowings and other liabilities

MARKET RISK

USDNZDCADUSDNZDCAD

$'000$'000$'000$'000$'000$'000

Cash and cash equivalents1,633 7 4 36 64 43

Trade receivables839 -8 500 --

Trade payables(15,723)(36)(42)(7,539)-(2)

Forward exchange contracts:

Buy foreign currency7,780 -----

Sell foreign currency-(5,000)(5,000)---

Net foreign currency exposure(5,471)(5,029)(5,030)(7,003)64 41

2021202020212020

Foreign exchange rate sensitivities$'000$'000$'000$'000

AUD increases 10%1,574 831 --

AUD decreases 10%(1,924)(1,016)--

The Group's overall risk management program includes a focus on financial risk including the unpredictability of financial markets and

foreign exchange risk.

Impact on pre-tax profitImpact on other

components of equity

FINANCIAL RISK MANAGEMENT

Financial risk management

Derivative financial instruments

Capital management

Cash and cash equivalents and trade

receivables

Cash flow forecasting and

sensitivity analysis

Sensitivity analysis

Ageing analysis

Rolling cash flow forecasts

Forward foreign exchange

contracts

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit

risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to

minimise potential adverse effects on the financial performance of the Group. The Group seeks to use derivative financial instruments

such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures as required. Derivatives are exclusively used

for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types

of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risks and aging

analysis for credit risk.

Interest rate swaps

Diversification of bank

deposits, credit limits and

letters of credit

Availability of committed

credit lines and borrowing

facilities

Future commercial transactions

Recognised financial assets and

liabilities not denominated in AUD

Long-term borrowings at variable

rates

The policies are implemented by the central finance function that undertakes regular reviews to enable prompt identification of financial

risks so that appropriate actions may be taken.

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities that are denominated in a

currency that is not the entity’s functional currency and net investments in foreign operations.

The Group's exposure to foreign currency risk at the end of the reporting year, expressed in transactional currency, was as follows:

The following table summarises the sensitivity of the Group's financial assets and financial liabilities to foreign currency risk. The foreign

exchange sensitivities are based on the Group's exposure existing at balance date. Sensitivity figures are pre-tax.

Sensitivity

27 June 202128 June 2020

Exposure

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Where it is

considered appropriate, the Group enters into forward foreign exchange contracts to buy specified amounts of various foreign currencie

s

in the future at a pre-determined exchange rate.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 32

(B) Interest Rate Risk
20212020

$'000$'000

Variable rate borrowings-n/a10,681 100.0%

Weighted

average

interest rate

BalanceWeighted

average

interest rate

Balance

%$'000%$'000

Bank overdrafts and bank loansn/a-1.88%10,681

Interest rate swaps (notional principal amount)n/a-4.63%5,000

Net exposure to cash flow interest rate risk-5,681

2021202020212020

$'000$'000$'000$'000

Interest rates - increase by 100 basis points 724 (107)-(15)

Interest rates - decrease by 100 basis points*-107 -(36)

CREDIT RISK

LIQUIDITY RISK

Credit risk is managed on a Group basis and refers to the risk of a counterparty failing to discharge an obligation. In the normal course of

business, the Group incurs credit risk from trade receivables and transactions with financial institutions. The Group places its cash and

short term deposits with only high credit quality financial institutions. Sales to retail customers are required to be settled via cash, major

credit cards or passed onto various credit providers in each country

.

27 June 202128 June 2020

At the reporting date, no material credit risk exposure existed in relation to potential counterparty failure on financial instruments. Other

than the loss allowance recognised in trade and other receivables in note F3, no financial assets were impaired or past due. The

maximum exposure to credit risk at the end of the reporting year is the carrying amount of each class of financial assets disclosed in note

F3.

The Group maintains prudent liquidity risk management with sufficient cash and the availability of funding through an adequate amount

of committed credit facilities.

Financing arrangements

The Group’s objectives when managing capital are to ensure sufficient liquidity to support its financial obligations and execute the

Group's operational and strategic plans. The Group continually assesses its capital structure and makes adjustments to it with reference

to changes in economic conditions and risk characteristics associated with its underlying assets.

Sensitivity^

As the Group has a cash surplus with no borrowings, profit or loss is sensitive to higher/lower interest revenue from cash and cash

equivalents as a result of changes in interest rates. All other non-derivative and non-lease financial liabilities have a contractual maturity

of less than six months.

*Deposit rates are close to nil. Negative interest rates have not been modelled due to the low probability of this occurring within the geographical segments

in which the Group trades.

^Sensitivity for prior year is based on the Group being in a borrowing position. Cash balances in prior year were not considered material for sensitivity

analysis purposes.

The details of the variable rate borrowings and interest rate swap contracts outstanding are outlined below.

Impact on pre-tax profitImpact on other

components of equity

Instruments used by the Group

Historically, interest rate swaps are used to manage the Group's interest rate exposure. At 27 June 2021, the Group had no borrowings

and there were no swaps in place (2020: 46.8% of the variable rate principal outstanding).

% of total

loans

% of total

loans

The current variable rate borrowings are detailed below:

The Group had no borrowings and a cash surplus at the end of the reporting period. The interest rate for cash balances is currently close

to nil so the Group is not exposed to any interest rate downside risk.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 33

20212020
Floating rate

$'000$'000

- Expiring beyond one year (bank overdrafts)1,932 1,935

- Expiring beyond one year (bank loans)70,000 46,248

71,932 48,183



Contractual maturies of financial liabilities

Less than 6

months

6-12

months

Between 1

and 2 years

Between 2

and 5 years

Over 5 yearsTotal

contractual

cash flow

At 27 June 2021

$'000$'000$'000$'000$'000$'000

Non-derivatives

Lease liabilities19,831 18,300 30,378 51,179 34,661 154,349

Trade payables73,961 - - - - 73,961

Borrowings- - - - - -

Total non-derivatives93,792 18,300 30,378 51,179 34,661 228,310

Derivatives

Gross settled (FECs)232 - - - - 232

Net settled (interest rate swaps)- - - - - -

232 - - - - 232

At 28 June 2020

Non-derivatives

Lease liabilities10,065 1,168 9,954 59,411 77,414 158,012

Trade payables64,964 - - - - 64,964

Borrowings- - 10,681 - - 10,681

Total non-derivatives75,029 1,168 20,635 59,411 77,414 233,657

Derivatives

Gross settled (FECs)69 - - - - 69

Net settled (interest rate swaps)34 - - - - 34

103 - - - - 103

C2 DERIVATIVE FINANCIAL INSTRUMENTS

ACCOUNTING POLICY




The Group’s risk management strategy and how it is applied to manage risk are explained below.

Initial recognition and subsequent measurement

The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign

currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognised at fair value on the date on

which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when

the fair value is positive and as financial liabilities when the fair value is negative

.

For the purpose of hedge accounting, hedges are classified as:

Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm

commitment

Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with

a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm

commitment

Hedges of a net investment in a foreign operation

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply

hedge accounting and the risk management objective and strategy for undertaking the hedge.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying

balances as the impact of discounting is not significant. For interest rate swaps the cash flows have been estimated using forward

interest rates applicable at the end of the reporting year.

The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments

are foreign currency risk and interest rate risk.

The Group had access to the following undrawn borrowing facilities at the end of the reporting year:

Maturities of financial liabilities

The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for:

all non-derivative financial liabilities, and

net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the

timing of the cash flows.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 34




The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group

actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item.

The amounts accumulated in OCI are accounted for, depending on the nature of the underlying hedged transaction. If the hedged

transaction subsequently results in the recognition of a non-financial item, the amount accumulated in equity is removed from the

separate component of equity and included in the initial cost or other carrying amount of the hedged asset or liability. This is not a

reclassification adjustment and will not be recognised in OCI for the period. This also applies where the hedged forecast transaction of a

non-financial asset or non-financial liability subsequently becomes a firm commitment for which fair value hedge accounting is applied.

For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the

same period or periods during which the hedged cash flows affect profit or loss.

If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must remain in accumulated OCI if the

hedged future cash flows are still expected to occur. Otherwise, the amount will be immediately reclassified to profit or loss as a

reclassification adjustment. After discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCI must be

accounted for depending on the nature of the underlying transaction as described above.

A loss of $34,000 (2020: $434,000 loss) was reclassified from the cash flow hedge reserve to profit or loss during the year.

Hedging reserves

The Group’s hedging reserves are disclosed in the statement of changes in equity.

Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below.

Fair value hedge

The change in the fair value of a hedging instrument is recognised in the statement of profit or loss as other expense. The change in the

fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also

recognised in the statement of profit or loss as other expense.

If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss.

Classification of derivatives

Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet

the hedge accounting criteria, they are classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through

profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the

end of the reporting year.

Derivatives not designated as hedging instruments

The Group uses foreign currency-denominated borrowings and foreign exchange forward contracts to manage some of its transaction

exposures. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent

with foreign currency exposure of the underlying transactions, generally from one to six months.

When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm

commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or

loss.

Cash flow hedge

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any

ineffective portion is recognised immediately in the statement of profit or loss. The cash flow hedge reserve is adjusted to the lower of

the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.

The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions and firm

commitments, as well as interest rate swaps for its exposure to volatility in interest rates. The ineffective portion relating to foreign

currency contracts is recognised as other expense and the ineffective portion relating to interest rate swaps is recognised in other

operating income or expenses.

When forward contracts are used to hedge forecast transactions, the group designates the change in fair value of the forward contract

related to the spot component as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot

component of the forward contracts are recognised in the cash flow hedge reserve within equity. The change in the forward element of

the contract that relates to the hedged item (‘aligned forward element’) is recognised within OCI in the cash flow hedge reserve within

equity. In some cases, the entity may designate the full change in fair value of the forward contract (including forward points) as the

hedging instrument. In such cases, the gains or losses relating to the effective portion of the change in fair value of the entire forward

contract are recognised in the cash flow hedge reserve within equity.

The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the

Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of

hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all of the

following effectiveness requirements:

There is ‘an economic relationship’ between the hedged item and the hedging instrument.

The effect of credit risk does not ‘dominate the value changes’ that result from that economic relationship.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 35

20212020
$'000$'000

Net foreign exchange gain/(loss) included in other gains/(losses)232 69



C3 CAPITAL MANAGEMENT



In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to

shareholders, issue new shares or sell assets to reduce debt.

There are a number of external bank covenants in place relating to debt facilities. These covenants are calculated and reported to the

banks quarterly on a pre-AASB16

Leases basis. The principal covenants relating to capital management are the EBIT fixed cover charge

ratio, consolidated debt to EBITDA, consolidated debt to capitalisation, and consolidated debt to inventory. There have been no

breaches of these covenants and the Group continues to collaborate with the external financing partners as required.

the credit value/debit value adjustment on the interest rate swaps which is not matched by the loan, and

differences in critical terms between the interest rate swaps and loans.

There was no recognised ineffectiveness during 2021 or 2020 in relation to the interest rate swaps.

The Group's objectives when managing capital are to:

safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other

stakeholders, and

maintain an optimal capital structure to reduce the cost of capital.

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness

assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

Hedge ineffectiveness

For hedges of interest rate risk, the Group enters into hedge relationships where the critical terms of the hedging instrument match

exactly with the terms of the hedged item. The Group therefore performs a qualitative assessment of effectiveness. If changes in

circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the

hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness. It may occur due to:

Amounts recognised in profit or loss

In addition to the amounts disclosed in the reconciliation of hedging reserves above, the following amounts were recognised in profit or

loss in relation to derivatives:

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 36

D
D1

D2

D3

D1 EMPLOYEE BENEFITS

20212020

$'000$'000

Employee wages133,147 131,548

Employee wages on-costs and post-retirement benefits14,246 14,796

Employee share-based payments expense226 138

147,619 146,482

D2 KEY MANAGEMENT PERSONNEL

20212020

$$

Short-term employee benefits2,814,438 1,997,383

Long-term benefits29,892 20,632

Post-employment benefits73,558 76,443

Share-based payments86,798 27,740

3,004,686 2,122,198

D3 SHARE-BASED PAYMENTS

OPTIONS

Set out below are summaries of options granted under the plan:

Average

exercise price

per option

Number of

options

Average

exercise

price per

o

ption

Number of

options

As at 29 June 2020 NZD options1.56 1,100,000 1.58 1,900,000

Expired during the year0.88 (100,000)0.94 (100,000)

Forfeited during the year- - 1.70 (700,000)

As at 27 June 2021 NZD options1.63 1,000,000 1.56 1,100,000

As at 29 June 2020 AUD options1.56 300,000 1.56 600,000

Expired during the year

- - - -

Forfeited during the year- - 1.56 (300,000)

As at 27 June 2021 AUD options1.56 300,000 1.56 300,000

20212020

REWARD AND RECOGNITION

Key management personnel

Share-based payments

Options are granted under the plan for no consideration. Options expire ten years after granted, vest over five years and are exercisable at

any time during the final five years.

Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share.

Options are granted from time to time at the discretion of Directors to senior executives within the Group. Motions to issue options to

related parties of Michael Hill International Limited are subject to the approval of shareholders at the Annual General Meeting in

accordance with the Company's constitution.

Employee benefits

EMPLOYEE BENEFITS

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 37

Grant dateExpiry dateExercise price20212020
17 September 201030 September 2020

NZ$0.88

-100,000

16 November 201130 September 2021

NZ$1.16

100,000 100,000

19 September 201230 September 2022

NZ$1.41

100,000 100,000

18 September 201330 September 2023

NZ$1.82

100,000 100,000

29 November 201330 September 2023

NZ$1.82

500,000 500,000

10 November 201430 September 2024

NZ$1.63

100,000 100,000

5 October 201730 September 2027

AU$1.44

100,000 100,000

22 September 201630 September 2026

AU$2.12

100,000 100,000

22 January 201630 September 2025

NZ$1.14

100,000 100,000

22 September 201830 September 2028

AU$1.11

100,000 100,000

1,300,000 1,400,000




Average fair

value per

share right

Number of

share rights

Average fair

value per

share right

Number of

share rights

Outstanding at 29 June 20200.81 788,798 0.54 521,609

Granted0.15 4,189,622 0.57 286,294

Exercised0.72 (373,044)1.66 (19,105)

Forfeited1.41 (27,858)- -

Outstanding at 27 June 20210.20 4,577,518 0.81 788,798

20212020

Number of rights3,878,533286,294

Share price$0.39 $0.68

Annualised volatility45%40%

Expected dividend yield10.0%6.5%

Risk free rate0.27%0.75%

Fair value of share right$0.13 $0.57

20212020

$'000$'000

Expenses arising from share-based payment transactions226 166

Further to the share rights issued above, there were an additional 311,089 share rights issued on 6 October 2020 with a fair value of $0.35

per right.

Subject to remaining an employee of the Group for a period of 3 years and satisfaction of TSR target metric, share rights will vest in

accordance with the sliding vesting schedule:

no share rights vest if TSR is equal to or less than 15% CAGR;

5% share rights vest for each 1% increase in CAGR performance between 15% CAGR to 35% CAGR;

100% share rights vest if TSR is equal to or above 35% CAGR.

Share rights issued during the current financial year used the Monte Carlo model to determine the fair value of share rights using the

following inputs:

Under the plan, a senior executive may be granted share rights by the Company. Each share right represents a right to receive one

ordinary share in the Company, subject to the terms and conditions of the rules of the plan.

An allocation of share rights is made to each eligible participant on an annual basis to a value of 65% of their target opportunity. The

performance metric uses is Total Shareholder Return (TSR) compound annual growth rate (CAGR) over 3 years.

During the year, the Board agreed to grant 4,189,622 share rights to eligible participants of the deferred compensation plan, subject to

continual employment for a period three years and an absolute Total Shareholder Return condition for vesting in three years.

20212020

Options outstanding at the end of the year have the following expiry dates and exercise prices:

The weighted average remaining contractual life of share options outstanding at the end of the period was 3.2 years (2020: 3.9 years).

The exercise price will be converted to Australian dollars using the Reserve Bank of Australia exchange rate on the day the option is

exercised.

The number of share rights in each tranche is based on the prescribed dollar value for each tranche divided by the volume weighted

average share price ('VWAP') of Michael Hill International Limited shares over ten trading days following the Michael Hill International

shares trading subsequent to the final quarterly trade announcement.

The Company introduced a deferred compensation plan (LTI) involving the granting of share rights to eligible participants in 20

16 and was

approved by shareholders at the Company’s Annual General Meeting held on 31 October 2016.

SHARE RIGHTS

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 38

ACCOUNTING POLICY



E

20212020

Related party transactions

$$

13,559 13,945

Share rights

RELATED PARTIES

All transactions with related parties were in the normal course of business and on normal terms and conditions.

Services rendered for graphic design of the annual report by a related party

of board members

Share rights are granted to eligible senior executives in accordance with the Company's deferred compensation plan ('LTI'). The fair value

of rights granted is recognised as an employee benefit expense with a corresponding increase in equity.

The fair value was measured at grant date using the Monte Carlo method and is recognised over the period during which the employees

become unconditionally entitled to the rights.

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be

satisfied. At the end of each year, the entity revises its estimates of the number of share rights that are expected to vest based on the non-

market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a

corresponding adjustment to equity.

Upon the exercise of the share rights, the balance of the share-based payments reserve relating to those rights is transferred to share

capital.

Options

Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital.

including any market performance conditions (eg the entity’s share price)

excluding the impact of any service and non-market performance vesting conditions (eg profitability, sales growth targets and

remaining an employee of the entity over a specified period), and

including the impact of any non-vesting conditions (eg the requirement for employees to save or holdings shares for a specific period

of time).

The fair value was measured at grant date and is recognised over the period during which the employees become unconditionally entitled

to the options. The fair value at grant date for options issued during prior financial years was independently determined using a Binomial

option pricing model, which is an iterative model for options that can be exercised at times prior to expiry. The model takes into account

the grant date, exercise price, market performance conditions, the impact of dilution, the non-tradeable nature of the option, the share

price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the

term of the option. It also assumes the options will be exercised at the mid-point of the exercise period.

The fair value of options granted is recognised as an employee benefits expense with a corresponding increase in equity. The total

amount to be expensed is determined by reference to the fair value of the options granted:

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be

satisfied. At the end of each year, the entity revises its estimates of the number of options that are expected to vest based on the non-

market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a

corresponding adjustment to equity.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 39

F
F1

F2

F3

F4

F5

F6

F7

F8

F9

F10

F11

F12

F1EXPENSES

NOTES

20212020

$'000$'000

Depreciation on property, plant and equipmentF511,746 15,484

Depreciation on right-of-use assetA535,357 37,876

Total depreciation47,103 53,360

Amortisation on software F64,190 2,251

Total amortisation4,190 2,251

Total depreciation and amortisation51,293 55,611

NOTES

20212020

$'000$'000

Interest on lease liabilitiesA56,653 7,628

Bank and interest charges999 2,198

Interest on make good provision(57)(228)

7,595 9,598

F2EARNINGS PER SHARE

RECONCILIATION OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE

20212020

Basic earnings per share

$'000$'000

45,328 3,059

Diluted earnings per share

45,328 3,059

20212020

WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR

NumberNumber

387,924,289 387,766,481

Share rights1,771,137 574,013

389,695,426 388,340,494

Profit attributable to the ordinary equity holders of the Company used in calculating basic

earnings per share

Tax

Auditors' remuneration

Contributed equity

Reserves

DEPRECIATION AND AMORTISATION

FINANCE COSTS

Profit from continuing operations attributable to the ordinary equity holders of the Company

Weighted average number of ordinary shares used as the denominator in calculating basic

earnings per share

Adjustments for calculation of diluted earnings per share:

Weighted average number of ordinary and potential ordinary shares used as the denominator in

calculating diluted earnings per share

Options and share rights granted to employees under the Michael Hill International Limited Employee Option Plan are considered to be potential

ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. All options

outstanding at financial year end were considered to be non-dilutive. The options and share rights have not been included in the determination of

basic earnings per share. Details are set out in note D3.

Provisions

OTHER INFORMATION

Expenses

Earnings per share

Trade and other receivables

Property, plant and equipment

Intangible assets

Trade and other payables

Assets held for sale and directly associated liabilities

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 40

F3TRADE AND OTHER RECEIVABLES
CurrentNon-currentTotalCurrentNon-currentTotal

$'000$'000$'000$'000$'000$'000

Trade receivables6,555 - 6,555 3,432 - 3,432

Provision for expected credit loss

(373)- (373)(340)- (340)

6,182 - 6,182 3,092 - 3,092

Canadian in-house customer finance- - - 14,576 11,021 25,597

Provision for expected credit loss

- - - (1,143)(294)(1,437)

- - - 13,433 10,727 24,160

Sundry debtors

2,170 - 2,170 8,481 - 8,481

8,352 - 8,352 25,006 10,727 35,733

20212020

$'000$'000

Current5,9613,027

< 30 days past due298199

30 - 60 days past due77(2)

60+ days past due219208

6,5553,432

20212020

$'000$'000

Opening balance340409

Net amounts written back/(written off)17(193)

Additional provisions recognised16125

Exchange differences- (1)

Closing balance373340

20212020

Trade receivables

ECL and risk exposure

Trade receivables from sales made to customers through third party credit providers are non-interest bearing and are generally on 0-30 day terms.

The terms available to customers range from an interest-bearing revolving line of credit through to interest free terms of between 6 and 40

months, although 12 to 18 months is the typical financing period.

The receivables from the in-house customer finance program are comprised of a large number of transactions with no one customer representing

a significant balance. The finance portfolio consists of contracts of similar characteristics that are evaluated collectively for expected credit losses

(ECL).

Sundry debtors relates to supplier credits, security deposits and other sundry receivables. Based on the credit history of these debtors, it is

expected that these amounts will be received when due and no impairment is recognised.

Effective interest rates

All receivables are non-interest bearing except for a small portion of in-house customer finance receivables. In-house customer finance

receivables are recognised net of significant financing components determined in accordance with AASB15

Revenue from Contracts with

Customers

.

Canadian in-house customer finance

Sundry debtors

An ECL analysis is performed at each reporting date. The maximum exposure to credit risk is the carrying value of in-house customer finance

program and trade receivables. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to these

receivables as low. For further details refer to note C1.

Ageing of trade receivables

Movements in the provision for ECL of trade receivables are as follows:

The Canadian in-house customer finance loan book was determined to be an asset held for sale as at 27 June 2021, refer to note F4.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 41

F4ASSETS HELD FOR SALE AND DIRECTLY ASSOCIATED LIABILITIES
2021

$'000

Canadian in-house customer finance debtors14,397

Total assets held for sale14,397

Deferred interest revenue1,607

Total liabilities directly associated with assets held for sale1,607

F5PROPERTY, PLANT AND EQUIPMENT

Plant and

equipment

Fixtures and

fittings

Motor

vehicles

Leasehold

improvements

Display

materials

Total

At 1 July 2019

$'000$'000$'000$'000$'000$'000

Cost32,867 33,153 366 85,774 15,449 167,609

Accumulated depreciation and impairment(21,961)(23,171)(277)(49,962)(9,025)(104,396)

Net book amount10,906 9,982 89 35,812 6,424 63,213

Year ended 28 June 2020

Opening net book amount10,906 9,982 89 35,812 6,424 63,213

Adjustment for change in accounting policy- - - (2,653)- (2,653)

Exchange difference(48)(52)- (265)19 (346)

Additions1,852 1,819 - 3,133 1,065 7,869

Disposals(190)(119)(38)(240)(131)(718)

Transfers90 253 - (346)- (3)

Depreciation charge(3,617)(3,373)(35)(6,540)(1,919)(15,484)

Impairment loss(738)(404)- (2,016)(3,315)(6,473)

Closing net book amount8,255 8,106 16 26,885 2,143 45,405

At 28 June 2020

Cost32,831 34,431 47 78,164 15,197 160,670

Accumulated depreciation and impairment(24,576)(26,325)(31)(51,279)(13,054)(115,265)

Net book amount8,255 8,106 16 26,885 2,143 45,405

Year ended 27 June 2021

Opening net book amount8,255 8,106 16 26,885 2,143 45,405

Exchange difference(52)9 (1)47 43 46

Additions2,109 792 - 3,279 250 6,430

Disposals(413)(38)(12)(1,092)(244)(1,799)

Transfers- - - - - -

Depreciation charge(2,938)(2,604)(3)(5,329)(872)(11,746)

Impairment loss(349)(126)(0)(1,357)(51)(1,883)

Closing net book amount6,612 6,139 - 22,433 1,269 36,453

At 27 June 2021

Cost33,906 34,291 - 78,996 2,184 149,377

Accumulated depreciation and impairment(27,294)(28,152)- (56,563)(915)(112,924)

Net book amount6,612 6,139 - 22,433 1,269 36,453

The loss recognised on this asset is included in the Canada Segment in note A1.

Receivables relating to the credit book and associated liabilities were classified as assets held for sale, alongside the corresponding liability,

deferred interest revenue. The carrying value of the credit book was written down to management's best estimate of net proceeds of the sale and

estimated costs of disposal. This resulted in an expense of $2,986,000 in the period being recognised as Impairment of other assets.This estimate

is based on significant unobservable inputs (Level 3 under AASB13

Fair Value Measurement Hierarchy) which includes assumptions in relation to

the terms of the eventual sale which may differ from this estimate. 

During the period, the Group conducted a strategic review of the Canadian in-house customer credit book.  At reporting date, as the sale is

considered probable and expected to be completed within a year from reporting date, it is presented as held for sale.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 42

IMPAIRMENT LOSS
DEPRECIATION METHODS AND USEFUL LIVES


4 - 7 years


Motor vehicles3 - 5 years


6 - 10 years


6 - 10 years


6 - 10 years

F6INTANGIBLE ASSETS

Patents,

trademarks

and other

rights

Computer

software

Total

At 1 July 2019

$'000$'000$'000

Cost79 30,852 30,931

Accumulated depreciation and impairment- (15,492)(15,492)

Net book amount79 15,360 15,439

Year ended 28 June 2020

Opening net book amount79 15,360 15,439

Additions- 11,241 11,241

Disposals- 3 3

Impairment charge- (3)(3)

Amortisation charge- (2,251)(2,251)

Closing net book amount79 24,350 24,429

At 28 June 2020

Cost79 39,383 39,462

Accumulated amortisation- (15,033)(15,033)

Net book amount79 24,350 24,429

Year ended 27 June 2021

Opening net book amount79 24,350 24,429

Additions- 12,597 12,597

Disposals- 9 9

Impairment charge- - -

Amortisation charge- (4,190)(4,190)

Closing net book amount79 32,766 32,845

At 27 June 2021

Cost79 51,945 52,024

Accumulated depreciation and impairment- (19,179)(19,179)

Net book amount79 32,766 32,845

As per the Group's accounting policies, the Group impairs assets where the recoverable amount is less than the carrying amount. This also

includes assets held at stores facing closure. Any assets held at an impaired store that are able to be redeployed throughout the Group are not

impaired.

Impairment indicators were identified due to the impact of COVID-19 which resulted in temporary store closures and reduction in sales, as

disclosed in note I2. The Group treats each store as a separate cash-generating unit for impairment testing of property, plant and equipment and

right of use assets.

The Group is currently assessing the impact of the IFRIC agenda decision - Configuration or Customisation Costs in a Cloud Computing

Arrangement, refer further detail note I1(R).

Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of the assets, net of their residual values, over

their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows:

Plant and equipment

Fixtures and fittings

Leasehold improvements

Display materials

The pre-tax discount rates used in determining the recoverable amount ranged between 8.2% and 13.4%, depending on the geographical segment

of the assets.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 43

F7TRADE AND OTHER PAYABLES
20212020

$'000$'000

Trade payables44,499 28,982

Annual leave liability9,390 7,758

Accrued expenses3,453 1,131

Other payables16,619 26,601

73,961 64,472

F8PROVISIONS

CurrentNon-currentTotalCurrentNon-currentTotal

$'000$'000$'000$'000$'000$'000

Employee benefits13,074 1,732 14,806 20,599 1,776 22,375

Assurance-type warranties1,082 280 1,362 1,125 280 1,405

Make good provision306 5,401 5,707 260 6,563 6,823

Restructuring costs152 - 152 2,325 - 2,325

Diamond warranty240 - 240 360 - 360

14,854 7,413 22,267 24,669 8,619 33,288

Employee

benefits

Assurance-

type

warranties

Make good

provision

Restructuring

costs

Diamond

warranty

Total

$'000$'000$'000$'000$'000$'000

Opening carrying amount22,375 1,405 6,823 2,325 360 33,288

Changes in provisions recognised719 (41)(848)- - (170)

Amounts incurred and charged(8,284)- (246)(2,145)(120)(10,795)

Exchange differences(4)(2)(22)(28)- (56)

Closing carrying amount14,806 1,362 5,707 152 240 22,267

ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Employee benefits

Assurance-type warranties

Make good provision

Restructuring



The Group has an obligation to restore certain leasehold sites to their original condition upon store closure or relocation. This provision represents

the present value of the expected future make good commitment. Amounts charged to the provision represent both the cost of make good costs

incurred and the costs incurred which mitigate the final liability prior to the closure or relocation.

A provision has been raised for the estimated staffing exit costs from business structure changes. Restructuring provisions are recognised only

when the Group has a constructive obligation, which is when:

the employees affected have been notified of the plan’s main features.

20212020

MOVEMENTS IN PROVISIONS

there is a detailed formal plan that identifies the business or part of the business concerned, the location and number of employees

affected, the detailed estimate of the associated costs, and the timeline; and

Employee benefits includes provision for long service leave, revaluation of employee benefits in New Zealand and the provision for remediation.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the

end of the reporting year.

The liability for long service leave is measured as the present value of expected future payments to be made in respect of services provided by

employees up to the reporting date using the projected unit credit method.

Provision is made for the estimated sale returns for the Group's return policies, being 12 month guarantee on the quality of workmanship and the 3

year watch guarantee. In addition, all Michael Hill watches sold before 30 June 2018 included a lifetime battery replacement guarantee.

Management estimates the provision based on historical sale return information and any recent trends that may suggest future claims could differ

from historical amounts.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 44

F9TAX
INCOME TAX EXPENSE

20212020

Current tax

$'000$'000

Current tax on profits for the year5,481 2,488

Unrecognised tax losses utilised during the year--

Adjustments for current tax of prior periods40 650

Foreign income tax offsets not recognised--

Total current tax expense5,521 3,138

Deferred income tax

(Increase)/Decrease in deferred tax assets14,002 (957)

Adjustments for deferred tax of prior periods(44)(755)

Total deferred tax expense/(benefit)13,958 (1,712)

Income tax expense19,479 1,426

20212020

$'000$'000

Profit before income tax expense64,807 4,486

Tax at the Australian tax rate of 30.0% (2020: 30.0%)19,442 1,346

Tax effect of amounts which are not deductible (taxable) in calculating taxable income:

Non-deductible expenditure145 279

Non-assessable intragroup markups- -

Sundry items(13)(211)

19,574 1,414

Difference in overseas tax rates(64)208

Adjustments for current tax of prior periods40 650

Adjustments for deferred tax of prior periods(44)(755)

Utilisation of tax losses not recognised(27)(91)

Unrecognised tax losses utilised during the year- -

Foreign income tax offset not recognised- -

Change in tax rate on deferred tax balance- -

Income tax expense19,479 1,426

20212020

$'000$'000

Unused United States tax losses for which no deferred tax asset has been recognised32,369 35,745

Potential tax benefit @ 25.0%8,092 8,936

Unused New Zealand tax losses for which no deferred tax asset has been recognised2,639 2,651

Potential tax benefit @ 28.0%739 742

NUMERICAL RECONCILIATION OF INCOME TAX EXPENSE TO PRIMA FACIE TAX PAYABLE

TAX LOSSES

The unused tax losses incurred in the United States and New Zealand are available indefinitely for offsetting against future taxable profits of the

countries in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as it is unknown when the New

Zealand losses may be used to offset taxable profits and the United States losses are not expected to be used.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 45

20212020
$'000$'000

The balance comprises temporary differences attributable to:

Expected credit loss provision377 485

Fixed assets and intangibles8,536 8,190

Intangible assets from intellectual property transfer19,705 22,723

Deferred expenditure(310)(478)

Prepayments(7)(19)

Deferred service revenue1,379 235

Unearned income- -

Right-of-use assets(31,798)(37,091)

Lease liabilities40,064 44,578

Provisions20,190 20,757

Unrealised foreign exchange losses885 (317)

Sundry items(780)(511)

Inventories2,344 15,916

Net deferred tax assets60,585 74,468

Expected settlement:

Deferred tax assets expected to be recovered within 12 months26,612 39,585

Deferred tax assets expected to be recovered after more than 12 months33,973 34,883

60,585 74,468

Movements:

Opening balance at 29 June 202074,468 67,708

Credited/(charged) to the income statement(14,003)957

Adjustment on adoption of AASB16- 5,375

Prior year adjustment44 755

Foreign exchange differences76 (327)

Closing balance at 27 June 202160,585 74,468

F10AUDITORS' REMUNERATION

20212020

ERNST & YOUNG (AUSTRALIA)

$$

Fees for auditing the statutory financial report of the Company and its subsidiaries554,541 535,506

Fees for other services

3,682 10,050

558,223 545,556

F11CONTRIBUTED EQUITY

2021202020212020

SHARE CAPITAL

SharesShares$'000$'000

Ordinary shares - fully paid388,142,149 387,769,105 11,285 11,016

Total share capital388,142,149 387,769,105 11,285 11,016

Number of

shares

Total

MOVEMENTS IN ORDINARY SHARES

$'000

Opening balance at 1 July 2019387,750,000 10,984

Rights converted19,105 32

Balance at 28 June 2020387,769,105 11,016

Rights converted373,044 269

Balance at 27 June 2021388,142,149 11,285

Total remuneration paid to Ernst & Young (Australia)

DEFERRED TAX BALANCES

Employment advisory

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, Michael Hill International Limited,

its related practices and non-related audit firms:

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 46

Ordinary shares
Options

Rights issue

F12RESERVES

NATURE AND PURPOSES OF OTHER RESERVES

Cash flow hedges

Share-based payments

Foreign currency translation

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note

I1(C) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is

disposed of.

The hedging reserve is used to record gains or losses on derivatives that are designated and qualify as cash flow hedges and that are recognised

in other comprehensive income, as described in note I1(I). Amounts are reclassified to profit or loss when the associated hedged transaction

affects profit or loss.

The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key

management personnel, as part of their remunerations. Refer to note D3 for further details of these plans.

Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion to the number

of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and on a poll each share is

entitled to one vote.

Information relating to the Michael Hill International Employee Option Plan, including details of options issued, exercised and lapsed during the

financial year and options outstanding at the end of the financial year, is set out in note D3.

Information relating to share rights issued under the Company's deferred compensation plan, including details of rights issued, exercised and

lapsed during the financial year and rights outstanding at the end of the financial year, is set out in note D3.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 47

G
G1

G2

G3

G1

Country of

incorporation

20212020

%%

Michael Hill Jeweller (Australia) Pty LimitedAustralia100100

Michael Hill Wholesale Pty LimitedAustralia100100

Michael Hill Manufacturing Pty LimitedAustralia100100

Michael Hill Franchise Pty LimitedAustralia100100

Michael Hill Franchise Services Pty LimitedAustralia100100

Michael Hill Finance (Limited Partnership)Australia100100

Michael Hill Group Services Pty LimitedAustralia100100

Michael Hill Charms Pty LimitedAustralia100100

Michael Hill Online Pty LimitedAustralia100100

Emma & Roe Pty LimitedAustralia100100

Medley Jewellery Pty LimitedAustralia100100

Durante Holdings Pty LimitedAustralia100100

Michael Hill New Zealand LimitedNew Zealand100100

Michael Hill Jeweller LimitedNew Zealand100100

Michael Hill Finance (NZ) LimitedNew Zealand100100

Michael Hill Franchise Holdings LimitedNew Zealand100100

MHJ (US) LimitedNew Zealand100100

Emma & Roe NZ LimitedNew Zealand100100

Michael Hill Online Holdings LimitedNew Zealand100100

Michael Hill Jeweller (Canada) Pty LimitedCanada100100

Michael Hill LLCUnited States100100

G2DEED OF CROSS GUARANTEE

GROUP STRUCTURE

Interests in other entities

Deed of cross guarantee

Parent entity financial information

INTERESTS IN OTHER ENTITIES

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the

accounting policy described in note I1(B):

Ownership interest held by

the group

Pursuant to ASIC Class Order 2016/785, the Australian wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001

requirements for preparation, audit and lodgement of financial reports and directors' report in Australia.

The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller (Australia) Pty

Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd, Michael Hill Franchise Pty

Ltd, Michael Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd, Michael Hill Finance (NZ) Ltd, Michael Hill

Online Pty Ltd, Michael Hill Charms Pty Ltd, Emma & Roe Pty Ltd, Medley Jewellery Pty Ltd, Michael Hill Online Holdings Ltd and Emma &

Roe NZ Ltd.

The Class Order requires the Parent Company and each of the subsidiaries to enter into a Deed of Cross Guarantee. The effect of the deed

is that the Company guarantees each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain

provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Corporations Act 2001, the Company will only

be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the

event that the Company is wound up.

The above companies represent a Closed Group for the purposes of the Class Order and, as there are no other parties to the Deed of

Cross Guarantee that are controlled by Michael Hill International Limited, they also represent the Extended Closed Group.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 48

20212020
CONSOLIDATED STATEMENT OF PROFIT OR LOSS

$'000$'000

Revenue from sales of goods and services431,904 370,986

Sales to Group companies not in Closed Group47,254 30,941

Other income15,212 15,703

Cost of goods sold(206,747)(175,412)

Employee benefits expense(123,295)(117,063)

Occupancy costs(10,758)(9,193)

Marketing expenses(20,569)(20,684)

Selling expenses(14,480)(15,223)

Depreciation and amortisation expense(38,239)(40,988)

Loss in disposal of property, plant and equipment(384)(454)

Other expenses(9,949)(17,588)

Finance costs(5,363)(6,949)

Profit before income tax64,586 14,076

Income tax expense(14,255)(3,801)

Profit for the year50,331 10,275

OTHER COMPREHENSIVE INCOME

20212020

Items that may be reclassified to profit or los

s

$'000$'000

Exchange differences on translation of foreign operations104 (23,808)

Other comprehensive income for the period, net of tax104 (23,808)

Total comprehensive income for the year50,435 (13,533)

20212020

STATEMENT OF CHANGES IN EQUITY$'000$'000

Equity at the beginning of the financial year426,106 474,874

Change in accounting policy - adoption of AASB16- (23,574)

Total comprehensive income/(loss)50,435 (13,533)

Share rights through share-based payments reserve9 -

Option expense through share based payments reserve- (28)

Dividends paid(5,820)(11,633)

Total equity at the end of the financial year470,730 426,106

CONSOLIDATED STATEMENT OF PROFIT OR LOSS, STATEMENT OF COMPREHENSIVE INCOME AND SUMMARY OF MOVEMENTS

IN CONSOLIDATED RETAINED EARNINGS

Set out below is a consolidated statement of profit or loss, a consolidated statement of comprehensive income and a summary of

movements in consolidated retained earnings for the year ended 27 June 2021 of the closed group consisting of Michael Hill International

Limited and the entities noted above.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 49

20212020
CURRENT ASSETS

$'000$'000

Cash and cash equivalents17,190 6,915

Trade receivables7,822 8,953

Inventories133,096 144,719

Current tax receivables580 -

Loans to related parties279,769 231,628

Other current assets3,455 1,980

Total current assets441,912 394,195

NON-CURRENT ASSETS

Property, plant and equipment21,219 26,004

Right-of-use assets71,900 81,372

Investments in subsidiaries87,834 87,834

Other non-current assets1,117 1,465

Intangible assets32,844 24,419

Deferred tax assets53,489 64,952

Total non-current assets268,403 286,046

Total assets710,315 680,241

CURRENT LIABILITIES

Trade and other payables64,922 56,575

Lease liabilities23,921 23,732

Current tax liabilities- 8,260

Deferred revenue18,925 17,456

Provisions15,172 24,505

Total current liabilities122,940 130,528

NON-CURRENT LIABILITIES

Lease liabilities65,176 73,776

Deferred revenue44,336 41,492

Provisions7,133 8,339

Total non-current liabilities116,645 123,607

Total liabilities239,585 254,135

Net assets470,730 426,106

EQUITY

Contributed equity310,275 310,006

Reserves(24,789)(24,633)

Retained profits185,244 140,733

Total equity470,730 426,106

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Set out below is a consolidated statement of financial position as at 27 June 2021 of the Closed Group consisting of Michael Hill

International Limited and the entities noted above

.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 50

G3
SUMMARY FINANCIAL INFORMATION

20212020

STATEMENT OF FINANCIAL POSITION$'000$'000

Current assets344 1,495

Non-current assets452,206 464,727

Total assets452,549 466,222

Current liabilities521 6,153

Total liabilities521 6,153

Net assets452,028 460,069

Issued capital291,445 291,158

Reserves41,544 41,604

Retained earnings119,039 127,307

Total equity452,028 460,069

20212020

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME$'000$'000

Profit or loss for the year(8,268)92,647

Total comprehensive income(8,268)92,647

GUARANTEES ENTERED INTO BY THE PARENT ENTITY

(i)

(ii)

CONTINGENT LIABILITIES OF THE PARENT ENTITY

The Parent has issued the following guarantees in relation to the debts of its subsidiaries:

Pursuant to Class Order 2016/785, Michael Hill International Limited and the subsidiaries listed below entered into a deed of

cross guarantee on 30 June 2016. The effect of the deed is that Michael Hill International Limited has guaranteed to pay any

deficiency in the event of winding up of any controlled entity or if they do not meet their obligations under the terms of

overdrafts, loans, leases or other liabilities subject to the guarantee. The controlled entities have also given a similar guarantee

in the event that Michael Hill International Limited is wound up or if it does not meet its obligations under the terms of

overdrafts, loans, leases or other liabilities subject to the guarantee.

The subsidiaries subject to the deed are: Durante Holdings Pty Ltd, Michael Hill Group Services Pty Ltd, Michael Hill Jeweller

(Australia) Pty Ltd, Michael Hill Manufacturing Pty Ltd, Michael Hill Wholesale Pty Ltd, Michael Hill Franchise Services Pty Ltd,

Michael Hill Franchise Pty Ltd, Michael Hill New Zealand Ltd, Michael Hill Jeweller Ltd, Michael Hill Franchise Holdings Ltd,

Michael Hill Finance (NZ) Ltd, Michael Hill Online Pty Ltd, Michael Hill Charms Pty Ltd, Emma & Roe Pty Ltd, Medley Jewellery

Pty Ltd, Michael Hill Online Holdings Ltd and Emma & Roe NZ Ltd.

The Parent entity had no material contingent liabilities as at balance date.

PARENT ENTITY FINANCIAL INFORMATION

The individual financial statements for Michael Hill International Limited (the Parent) show the following aggregate amounts.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 51

H
H1

H2

H1 CONTINGENCIES AND COMMITMENTS

CONTINGENT LIABILITIES

CONTINGENT ASSETS

COMMITMENTS

Within one

year

One to five

years

Greater than

five years

Total

$'000$'000$'000$'000

3,11111,7459,53924,395

H2 EVENTS OCCURRING AFTER THE END OF THE REPORTING PERIOD

UNRECOGNISED ITEMS

Contingencies and commitments

Events occurring after the end of the reporting period

No other matters or circumstances have occurred subsequent to year end that has significantly affected, or may significantly affect, the

operations of the Group, the results of those operations or the state of affairs of the Group or economic entity in subsequent financial years.

The Group had no material contingent liabilities as at balance date.

From time to time, Companies within the Group are party to various legal actions as well as inquiries from regulators and government bodies

that have arisen in the normal course of business. The Directors have given consideration to such matters which are or may be subject to claims

or litigation at year end and are of the opinion that that any liabilities arising over and above already provided in the financial statements from

such action would not have a material effect on the Group's financial performance.

The Group is not aware of any significant events occurring subsequent to balance date that have not been disclosed.

The Group has no material contingent assets existing as at balance date.

The following sets out the various lease contracts that the Group has entered into and have yet to commence as at 27 June 2021.

Future lease payments for these non-cancellable lease contracts

The Group continues to operate in an environment of regional lockdowns due to the COVID-19 pandemic. Subsequent to reporting date, a

number of regions in which the Australian and New Zealand businesses operate experienced periods of lockdown. This impacted the ability of

the stores within those regions to remain open and trade.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 52

I
I1

I2

I1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)BASIS OF PREPARATION

(B)PRINCIPLES OF CONSOLIDATION

(C)FOREIGN CURRENCY TRANSLATION

Functional currency translation

Transactions and balances

Group companies




(D)TAXES

Current income tax

Deferred income tax

For reporting purposes, the Group adopts a weekly 'retail calendar' closing each Sunday. The current 52 week reporting period ended on

27 June 2021.

The consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRS) as issued by the

International Accounting Standards Board (IASB).

Subsidiaries are all entities (including special purpose) over which the Group has control. Control is achieved when the Group is exposed,

or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power to

direct the activities of the investee. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They

are deconsolidated from the date that control ceases.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Michael Hill International Limited.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation.

Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the transferred asset.

SUMMARY OF ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES AND JUDGEMENTS

Summary of significant accounting policies

Significant estimates and judgements

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the

Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting

Standards Board.

The financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been

measured at fair value. The consolidated financial statements provide comparative information in respect of the previous period.

The income tax expense or credit for the year is the tax payable on the current year's taxable income based on the applicable income tax

rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused

tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting

year in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax

returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where

appropriate on the basis of amounts expected to be paid to the tax authorities.

all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other

financial instruments designated as hedges of such investments, are recognised in other comprehensive income.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the

transactions. Net foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-

end of monetary assets and liabilities denominated in foreign currencies are recognised as other income or other expenses, except when

deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in

a foreign operation.

The results and financial position of all the Group entities (none of which have the currency of a hyperinflationary economy) that have a

functional currency different from the presentation currency are translated into the presentation currency as follows:

assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the statement of financial

position;

income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average

exchange rates, unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction

dates, in which case income and expenses are translated at the dates of the transactions; and

Current tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or

directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred income tax is provided in full, using the liability method, on temporary differences between the tax bases of assets and liabilities

and their carrying amounts in the consolidated financial statements. Deferred tax assets and liabilities are classified as non-current

assets and liabilities.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable

amounts will be available to utilise those temporary differences and losses.

Items included in the financial statements of each of the Group entities are measured using the currency of the primary economic

environment in which the entity operates ('the functional currency'). The Group financial statements are presented in Australian dollars,

which is the Group's presentation currency.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 53

Tax consolidation group
(E)GOODS AND SERVICES TAX (GST)



(F)IMPAIRMENT OF ASSETS

(G)CASH AND CASH EQUIVALENTS

(H)INVENTORIES

(I)FINANCIAL INSTRUMENTS - INITIAL RECOGNITION AND SUBSEQUENT MEASUREMENT

(i)Financial assets

Initial recognition and measurement

Michael Hill International Limited and its wholly-owned Australian controlled entities form a tax consolidation group. As a consequence,

one income tax return is completed for the Australian tax group and is treated for income tax purposes as one taxpayer.

The tax balances have been attributed for reporting purposes to each of the entities on the basis of their individual results. Amounts of

tax due to and receivable from the Australian Taxation Office are made by Michael Hill International Limited as nominated member of the

Australian tax consolidated group. The current tax balance for the Australian tax group has been allocated between the members based

on each entity’s current tax movement for the period. Where tax losses are incurred by Australian tax group members, these are offset

within the group.

Revenues, expenses and assets are recognised net of the amount of GST, except:

When the GST incurred on a sale or purchase of assets or services is not payable to or recoverable from the taxation authority, in

which case the GST is recognised as part of the revenue or the expense item or as part of the cost of acquisition of the asset, as

applicable; or

When receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the

statement of financial position. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to,

the taxation authority.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of

investments in controlled entities where the Parent Entity is able to control the timing of the reversal of the temporary differences and it i

s

probable that the differences will not reverse in the foreseeable future.

Deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or

directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where

the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a

legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Management review stock holdings based on recoverability at a product level and write-down as appropriate.

Cash flows are included in the statement of cash flows on a gross basis and the GST components of cash flows arising from investing or

financing activities which are recoverable from, or payable to, the taxation authority, are presented as operating cash flows.

At each annual reporting date (or more frequently if events or changes in circumstances indicate that they might be impaired), the Group

assesses whether there is any indication that an asset may be impaired. Where such an indication is identified, the Group estimates the

recoverable amount of the asset and recognises an impairment loss where the recoverable amount is less than the carrying amount. The

recoverable amount is the higher of an asset's fair value less costs to sell and value-in-use.

Where the recoverable amount exceeds the carrying amount of an asset, an impairment loss is recognised. Right-of-use assets are also

incorporated into the calculation. Subsequent to an impairment occurring, if the recoverable amount from assets exceeds the carrying

value, the impairment loss is reversed to the extent that it has been recognised.

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid

investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject

to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the

statement of financial position when utilised.

Raw materials and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour

and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating

capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated

selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the

sale.

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through Other

Comprehensive Income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics

and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant

financing component, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair

value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are

measured at the transaction price determined under AASB15

Revenue from Contracts with Customers. Refer to the accounting

policies in note A2.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 54

Subsequent measurement


Financial assets at amortised cost (debt instruments)



Financial assets at fair value through profit or loss

Derecognition



Impairment of financial assets

The financial asset is held within a business model with the objective to hold financial assets in order to collect

contractual cash flows; and

The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the Effective Interest Rate (EIR) method and are subject to

impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The Group recognises an allowance for Expected Credit Losses (ECLs) for all debt instruments not held at fair value through

profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all

the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.

For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group

does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The

Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors

specific to the debtors and the economic environment.

The Group considers a financial asset in default when contractual payments are past due. However, in certain cases, the Group

may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to

receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A

financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

The Group’s financial assets at amortised cost include trade receivables included under current and non-current financial assets.

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial

recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial

assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives,

including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging

instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at

fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be

classified at amortised cost or at fair value through OCI, as described above, debt instruments may be designated at fair value

through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes

in fair value recognised in the statement of profit or loss.

This category includes derivative instruments which the Group had not irrevocably elected to classify at fair value through OCI.

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily

derecognised (i.e. removed from the Group’s consolidated statement of financial position) when:

The rights to receive cash flows from the asset have expired; or

The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the

received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the

Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor

retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it

evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained

substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the

transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The

transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has

retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original

carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Further disclosures relating to impairment of financial assets are also provided in note F3.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to

cash flows that are ‘Solely Payments of Principal and Interest (SPPI)’ on the principal amount outstanding. This assessment is

referred to as the SPPI test and is performed at an instrument level.

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash

flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial

assets, or both.

Whilst there are four categories, two are relevant in the current reporting period for the Group, being:

Financial assets at amortised cost (debt instruments)

Financial assets at fair value through profit or loss

This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following

conditions are met:

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 55

(ii)Financial liabilities
Initial recognition and measurement

Subsequent measurement

Financial liabilities at fair value through profit or loss

Loans and borrowings at amortised cost

Derecognition

Offsetting of financial instruments

(J)PROPERTY PLANT AND EQUIPMENT

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting year.

(K)INTANGIBLE ASSETS

Software





Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of

recognition, and only if the criteria in AASB9

Financial Instruments are satisfied. The Group has not designated any financial

liability as at fair value through profit or loss.

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently

measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when

the liabilities are derecognised as well as through the EIR amortisation process.

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and

borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly

attributable transaction costs.

The measurement of financial liabilities depends on their classification, as described below.

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated

upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This

category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments

in hedge relationships as defined by AASB9

Financial Instruments. Separated embedded derivatives are also classified as held for

trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.

Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual

values, over their estimated useful lives (Note F4).

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its

estimated recoverable amount (Note I1(F))

.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software.

These costs are amortised over their estimated useful lives (three to five years).

Costs associated with developing or maintaining software programmes are recognised as an expense as incurred. Development costs

that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are

recognised as intangible assets when the following criteria are met:

All property, plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes expenditure that is

directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The

carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance

are charged to profit or loss during the reporting year in which they are incurred.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral

part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.

This category generally applies to interest-bearing loans and borrowings. For more information, refer to note B2.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability

are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the

recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial

position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net

basis, to realise the assets and settle the liabilities simultaneously.

it is technically feasible to complete the software so that it will be available for use

management intends to complete the software and use or sell it

there is an ability to use or sell the software

it can be demonstrated how the software will generate probable future economic benefits

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 56



(L)PROVISIONS

(M)EMPLOYEE ENTITLEMENTS

Short-term obligations

Other long-term employee benefit obligations

Profit-sharing and bonus plans

Retirement benefit obligations

(N)CONTRIBUTED EQUITY

(O)DIVIDENDS

(P)EARNINGS PER SHARE

Basic earnings per share


Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant

overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use.

Computer software development costs recognised as assets are amortised over their estimated useful lives (not exceeding ten years).

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an

outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering

the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in

the same class of obligations may be small.

adequate technical, financial and other resources to complete the development and to use or sell the software are available, and

the expenditure attributable to the software during its development can be reliably measured.

The Group recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the

profit attributable to the Company's shareholders after certain adjustments. The Group recognises a provision where contractually

obliged or where there is a past practice that has created a constructive obligation.

The Group provides retirement benefits to employees through a defined contribution superannuation fund. Contributions are recognised

as expenses as they become payable.

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the

proceeds.

Where any group company purchases the Company's equity instruments, for example as the result of a share buy-back or a share-based

payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity

attributable to the owners of Michael Hill International Limited as treasury shares until the shares are cancelled or reissued. Where such

ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and

the related income tax effects, is included in equity attributable to the owners of Michael Hill International Limited.

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity,

on or before the end of the reporting year but not distributed at the end of the reporting year.

Present obligations arising from onerous contracts are required to be recognised and measured as a provision. An onerous contract is

considered to exist where the unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected t

o

be received from the contract.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation

at the end of the reporting year. The discount rate used to determine the present value is a pre-tax rate that reflects current market

assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is

recognised as interest expense.

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly

within 12 months after the end of the year in which the employees render the related service are recognised in respect of employees’

services up to the end of the reporting year and are measured at the amounts expected to be paid when the liabilities are settled.

Provisions for employee benefits are measured at the present value of management’s best estimate of the expenditure required to settle

the present obligation at the reporting date.

The liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the year

in which the employees render the related service are measured as the present value of expected future payments to be made in respec

t

of services provided by employees up to the end of the reporting year using the projected unit credit method. Consideration is given to

expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are

discounted using the Milliman G100 discount rates at the end of the reporting period. Remeasurements as a result of experience

adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the statement of financial position if the entity does not have an unconditional right

to defer settlement for at least twelve months after the reporting year, regardless of when the actual settlement is expected to occur.

Basic earnings per share is calculated by dividing:

the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 57


Diluted earnings per share



(Q)ROUNDING OF AMOUNTS

(R)CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

IFRIC agenda decision - Configuration or Customisation Costs in a Cloud Computing Arrangement

IFRIC agenda decision - Net Realisable Values of Inventory

I2SIGNIFICANT ESTIMATES AND JUDGEMENTS

Impact of COVID-19

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results.

Management also needs to exercise judgement in applying the Group’s accounting policies. Estimates and judgements are continually

evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be

reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next financial year are incorporated within the relevant note.

The Group continues to monitor the situation throughout the geographies in which it operates. Uncertainty remains as to the future

impact of COVID-19 and the ability to operate bricks-and-mortar stores during this period. The Group continues to adhere to local and

national government guidance in relation to any future impacts which would temporarily close stores.

the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all

dilutive potential ordinary shares (note F2).

During the period, the Group received financial support and assistance from its suppliers, landlords, and local governments. A number of

landlords and suppliers provided extended payment terms. These agreements have concluded with no material amounts outstanding.

Additionally, landlords have provided support in the form of rental abatements. These amounts have been disclosed in note A5.

Government grants were received during the period and further information can be found in note A3.

In June 2021, IFRIC published an agenda decision in relation to the accounting treatment when determining net realisable value (NRV) of

inventories, in particular what costs are necessary to sell inventories under IAS2

Inventories. The Group is currently assessing the impact

the agenda decision will have on its current accounting policy and whether an adjustment to inventory may be necessary. Accordingly, a

reliable estimate of the impact of the IFRIC agenda decision on the Group cannot be made at the date of this report, however based on

preliminary analysis performed, the Group isn’t expecting a material impact from the adoption of the IFRIC agenda decision. The Group

expects to complete the implementation of the above IFRIC agenda decision as part of its half-yearly reporting.

The process to quantify the impact of the decision is ongoing. A project team has been appointed and a timeline has been determined.

The project is ongoing due to the effort required in obtaining the underlying information from historical records covering multiple project

s

and assessing the nature of each of the costs.

At the date of this report, the impact of the IFRIC agenda decision on the Group is not reasonably estimable.

The uncertainty surrounding the trading environment for the Group has impacted management's approach to forecasting, modelling

cash flows and other accounting estimates.

The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the financial

statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest thousand

dollars, or in certain cases, the nearest dollar.

In April 2021, the IFRS Interpretations Committee (IFRIC) published an agenda decision for configuration and customisation costs

incurred related to implementing Software as a Service (SaaS) arrangements. The Group is currently assessing the impact of the agenda

decision on its current accounting policy, which may result in previously capitalised costs needing to be recognised as an expense.

Several other amendments and interpretations apply for the first time in 2021, but do not have an impact on the consolidated financial

statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are

not yet effective.

Significant Estimates And Judgements

The significant accounting judgements relate to the accounting for COVID-19 related lease concessions (note A5) and assets held for

sale (note F4) and the significant accounting estimates were in relation to the pattern of PCP revenue recognition (note A2), employee

remediation (note F8) and the valuation of the assets held for sale (note F4).

by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary

shares issued during the year and excluding treasury shares (note F2).

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 58

DIRECTORS' DECLARATION
(a)

(b)

(i)

(ii)

(c)

R. I. Fyfe

Chair

Brisbane

20 August 2021

In the directors' opinion:

This declaration is made in accordance with a resolution of the directors.

The directors have been given the declarations by the chief executive officer and chief financial officer required by

section 295A of the Corporations Act 2001.

Note I1(A) confirms that the financial statements also comply with International Financial Reporting Standards as

issued by the International Accounting Standards Board.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated

on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of

the transferred asset.

the financial statements and notes of the Group for the financial year ended 27 June 2021, are in accordance

with the Corporations Act 2001, including:

there are reasonable grounds to believe that the Company will be able to pay its debts as and when they

become due and payable;

complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory

professional reporting requirements, and

giving a true and fair view of the consolidated entity's financial position as at 27 June 2021 and of its

performance for the financial year ended on that date;

as at the date of this declaration, there are reasonable grounds to believe that the members of the extended

group identified in note G1 will be able to meet any obligations or liabilities to which they are, or may become,

subject to by virtue of the deed of cross guarantee described in note G2.

FINANCIAL REPORT 2021 MICHAEL HILL GROUP 59

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Ernst & Young

111 Eagle Street

Brisbane QLD 4000 Australia

GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333

Fax: +61 7 3011 3100

ey.com/au


Independent auditor’s report to the members of Michael Hill International

Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Michael Hill International Limited (the Company) and its

subsidiaries (collectively the Group), which comprises the consolidated statement of financial position

as at 27 June 2021, the 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 to the financial statements, including a summary of significant accounting policies,

and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations

Act 2001, including:

a. Giving a true and fair view of the consolidated financial position of the Group as at 27 June 2021

and of its consolidated financial performance for the year ended on that date; and

b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under

those standards are further described in the Auditor’s responsibilities for the audit of the financial

report section of our report. We are independent of the Group in accordance with the auditor

independence requirements of the Corporations Act 2001 and the ethical requirements of the

Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional

Accountants (including Independence Standards) (the Code) that are relevant to our audit of the

financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with

the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial report of the current year. These matters were addressed in the context of

our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide

a separate opinion on these matters. For each matter below, our description of how our audit

addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial report section of our report, including in relation to these matters. Accordingly, our audit

included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial report. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying financial report.

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Existence of inventories

Why significant How our audit addressed the key audit matter

The existence of inventories is a key audit

matter due to the size of the recorded asset (27

June 2021: $171,246,000) which represents

34% (2020: 36%) of the Group’s total assets, the

nature of the inventory and the geographic

spread of locations where items are held.

Inventories are primarily kept in the Group’s 285

retail stores located in Australia, New Zealand

and Canada, and the distribution and

manufacturing centres. Inventories comprise a

large number of physically small but high value

items which are subject to misappropriation and

other loss.

As a result, we considered the evidencing of the

existence of the Group’s inventory at 27 June

2021 to be a key audit matter.

The Group accounts for inventories in

accordance with the policy disclosed in Note

I1(H) and further disclosure is included in Note

A4 of the financial report.


Our audit procedures included the following:

► Testing the effectiveness of key controls

relevant to the conduct of physical

stocktakes, the review and investigation of

stocktake variances, and the approval of

adjustments made to stock quantities.

► In performing our testing, we attended 12

stocktakes conducted at retail stores across

Australia, New Zealand and Canada, of which

two were conducted virtually due to COVID-19

restrictions.

► In addition to the retail stores, we attended

the stocktakes completed at the distribution

and manufacturing centres in June 2021.

► At these stocktakes at the retail stores,

distribution and manufacturing centres, we

observed compliance with the stocktake

instructions (including the suspension of

inventory movements during the stocktake

process) and selected a sample of items to re-

count to establish the accuracy of the counts

performed by the Group.

► For each of these locations attended, and for

a further representative sample of retail

stores, we inspected evidence that stocktakes

had been conducted, stock variances

identified had been reviewed and approved,

and that the adjustments were accurately

recorded.

► Where stocktakes were completed prior to

the year end date, we performed inventory

movement analysis and, on a sample basis,

evidenced changes in inventory quantities to

evaluate the movement of inventories

between the stocktake date and year end

date. For retail locations not attended at

stocktake, we performed movements analysis

on a store-by-store basis and further analysis

where the year end balance was outside our

set expectations.

► We obtained details of stock-in-transit at year

end, as well as movements either side of the

year end date and performed procedures to

address the risk of incorrect cut-off of

inventory quantities at year end.

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Professional Care Plan (PCP) revenue recognition

Why significant How our audit addressed the key audit matter

The recognition of Professional Care Plan (PCP)

revenue is a key audit matter due to the

significant degree of estimation involved in

determining the appropriate revenue

recognition pattern for both the lifetime and 3

year plans offered to the Group’s customers.

Under these plans, revenue is deferred on

receipt of the payment from the customer, and

recognised over time in a manner that reflects

the proportion of actual services used by

customers relative to the total amount of

expected services to be provided under the

PCPs.

The balance of the deferred PCP revenue

liability at 27 June 2021 was $76,581,000

(2020: $73,856,000), and PCP revenue

recognised in the income statement for the year

ended 27 June 2021 was $27,310,000 (2020:

$27,478,000).

The estimation is primarily based on an analysis

of actual services (through historical cleaning,

repairs and re-sizing service data) made under

these plans since inception in October 2010,

with management judgement applied to take

account of emerging trends in customer

behaviour, industry data and exceptional

circumstances such as COVID related store

closures.

The estimation is reviewed by the Group on at

least an annual basis. As circumstances change

over time, the Group updates its measure of

progress and any adjustments are recognised as

a cumulative catch up in revenue recognition (or

reversal) in the current year results. In the

current year, a total of $1,305,000 was

reversed from revenue due to the changes in

estimates.

The accounting policy for PCP revenue and

description of the estimation uncertainty is

disclosed in Note A2 of the financial report.

Our audit procedures included the following:

► Considered the Group’s PCP revenue

recognition accounting policies and assessed

compliance with the requirements of

Australian Accounting Standards.

► Tested the operating effectiveness of

controls related to PCP customer transactions

to ensure these sales are captured accurately,

and the related cash receipts are deferred on

receipt.

► Assessed the accuracy of the data used in the

PCP revenue estimation calculation and

challenged the reasonableness of the key

judgements including:

► Obtaining details of the sales of PCP

products to customers during the year,

and testing that the cash receipts were

appropriately deferred.

► Obtaining details of the actual cleaning,

repairs and resizing services in the year,

and tested a sample to ensure the repair is

accurately tagged to the associated PCP

plan date.

► Performing analysis over the historic

repairs data, to determine whether the

assumptions made by management were

supportable, including the length of the

lookback period, any adjustments made for

the impact of COVID related store

closures, and the weighting of recent

trends compared to older data.

► Tested the mathematical accuracy of the PCP

revenue estimation model and reperformed

the Group’s calculation supporting the change

in estimate relating to PCP revenue

recognition.

► We evaluated the adequacy of disclosures in

financial statements of PCP revenue recorded

and deferred at year end and the associated

estimation uncertainty.

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Information other than the financial report and auditor’s report thereon

The directors are responsible for the other information. The other information comprises the

information included in the Company’s 2021 annual report other than the financial report and our

auditor’s report thereon. We obtained the directors’ report that is to be included in the annual report,

prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the annual

report after the date of this auditor’s report.

Our opinion on the financial report does not cover the other information and we do not and will not

express any form of assurance conclusion thereon, with the exception of the Remuneration Report

and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial

report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this

auditor’s report, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of the financial report that gives a

true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001

and for such internal control as the directors determine is necessary to enable the preparation of the

financial report that gives a true and fair view and is free from material misstatement, whether due to

fraud or error.

In preparing the financial report, the directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters relating to going concern and using the

going concern basis of accounting unless the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with the Australian Auditing Standards will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional

judgment and maintain professional scepticism throughout the audit. We also:

► Identify and assess the risks of material misstatement of the financial report, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

A member firm of Ernst & Young Global Limited
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► Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Group’s internal control.

► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the directors.

► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Group’s ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in

our auditor’s report to the related disclosures in the financial report or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor’s report. However, future events or conditions may cause the Group to

cease to continue as a going concern.

► Evaluate the overall presentation, structure and content of the financial report, including the

disclosures, and whether the financial report represents the underlying transactions and events

in a manner that achieves fair presentation.

► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the financial report. We are

responsible for the direction, supervision and performance of the Group audit. We remain solely

responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated to the directors, we determine those matters that were of most

significance in the audit of the financial report of the current year and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public

disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

Report on the audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 27

June 2021.

In our opinion, the Remuneration Report of Michael Hill International Limited for the year ended 27

June 2021, complies with section 300A of the Corporations Act 2001.

A member firm of Ernst & Young Global Limited
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Responsibilities

The directors of the Company are responsible for the preparation and presentation of the

Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our

responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in

accordance with Australian Auditing Standards.



Ernst & Young





Kellie McKenzie

Partner

Brisbane

20 August 2021

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