ANNUAL REPORT 2023
Drive Endless Possibilities
table of contents
02 Highlights: FY23
03 Highlights: Financial
04 Chairman’s Letter
06 CEO’s Letter
09 Our Purpose & Values
10 Group Portfolio and Dealerships
12 Directors’ Report
36 Auditor’s independence declaration
37 Financial statements
41 Notes to the consolidated financial statements
76 Directors’ declaration
77
Independent auditor’s report
81 Shareholder information
83 Corporate directory
ii
AUTOSPORTS GROUP
ANNUAL REPORT 2023
1
A YEAR OF HiGHLiGHTS
August 2022
October 2022
February 2023
March 2023
June 2023
Entered New
Zealand market with
Auckland City BMW
Limited acquisition.
Launched Australia’s
first Retail Next
showroom at
Melbourne BMW &
MINI.
BMW & MINI are
now represented in
VIC, NSW, NZ and
QLD with Motorline
& Gold Coast BMW/
MINI acquisition.
Settled strategic
acquisition of
property underlying
the Group’s Audi
Centre Brisbane and
other dealerships in
Fortitude Valley.
Ringwood BMW
greenfield opens.
Audi Sutherland
2022 Metropolitan
Dealer of the
Year. Mercedes-
Benz Toowong
& Macgregor
awarded as 2022
Transformational
Champions.
Auckland City BMW
awarded 2022 BMW
Dealer of the Year.
2
AUTOSPORTS GROUP
Revenue
$2,371 million
Normalised1 NPBT1
$115.7 million
Statutory NPAT
$66.6 million
Gross Profit
$475.6 million
EBITDA
$198.0 million
26%
up
on PCP
33%
up
on PCP
22%
up
on PCP
27%
up
on PCP
30.7%
up
on PCP
FY dividend
19 cents (fully franked)
(10 cents H2 2022FY fully franked)
19%
up
on PCP
1. Normalised NPBT excludes property impairment, acquisition and restructure
costs and acquisition amortisation.
ANNUAL REPORT 2023
3
CHAIRMAN’S LETTER
Dear Shareholders,
I am pleased to present my
letter as Chairman for the
2023 financial year.
In last year’s letter, I commented
on the way in which our business
handled change diligently within a
complex external environment and
remained disciplined in executing its
growth strategy.
This year was no different.
I am pleased to report that
Autosports Group delivered an
excellent financial result in FY2023
including a 26.4% increase in
revenue whilst accomplishing several
strategic acquisitions.
Change is constant, and our ability
to stay ahead of the curve and
adapt to the evolving economic,
social, technological and regulatory
landscape is vital.
Ongoing geopolitical tensions
impacted global economies with
inflationary pressures and rising
interest rates. We saw this in
Australia as the Reserve Bank
implemented interest rate rises in an
effort to curb inflation. Nevertheless,
for Autosports Group, consumer
demand remained stable despite
these economic headwinds as
customer orders for new vehicles
increased against the previous year.
The automotive industry in general
experienced supply chain challenges
last year, however, we are pleased
to report that these challenges have
started to ease. As a result, many
customer orders for new vehicles
were delivered contributing to this
year’s 33.4% growth in underlying
normalised1 Net Profit Before Tax.
The parts and services divisions
of our business have also fully
recovered from the impact of the
pandemic-related lockdowns.
In recent years, the automotive
retailing landscape has continued to
evolve with a marked shift towards
the availability of, and demand for,
electric vehicles and digital platforms.
Social change and the trend towards
consumers opting for electric
vehicles have become part of the
automotive industry’s transformation.
This social change is supported
by more brands offering a wider
range of electric vehicles and has
contributed to a notable increase in
EV sales compared to prior years.
Our longstanding relationships with
leading luxury and prestige brands
allow us to support the delivery of an
expanding range of high-end hybrid
and electric vehicles to market.
Digital transformation has
emerged as a driver of growth and
innovation for many businesses.
This is not merely about adopting
new technologies but also about
reimagining customer experiences.
Our customer-centric approach to
digital transformation centres around
creating seamless and personalised
experiences for our customers. We
have invested in digital platforms
and user-friendly interfaces to deliver
a smooth and engaging customer
experience whilst improving
operational efficiency.
The regulatory environment in
FY2023 has undergone considerable
changes, particularly in the domains
of privacy, consumer protection
and ESG. This changing landscape
highlights the need for a sound
corporate governance framework
that is both adaptable and scalable.
We acknowledge that there is always
more work to be done and, by
embracing a culture of continuous
improvement, we can progressively
mature our existing processes and
procedures to respond to changing
regulatory requirements. Our
directors’ report includes more detail
on the progress we have made in the
area of ESG.
Corporate Governance
The Board of Directors, supported
by our committees and management
team, played an important role in
enhancing our governance practices
during the reporting period as we
reviewed existing programs, updated
our policies and continued with
our internal audit program which is
aligned with our risk management
framework. We commissioned
an independent review of our
executive remuneration structure as
part of our approach to continuous
improvement and to compare with
industry benchmarks. Our 2023
Corporate Governance Statement
sets out our approach to corporate
governance by reference to the ASX
Corporate Governance Council’s
recommendations in more detail.
1. Normalised NPBT excludes property impairment, acquisition and restructure costs and acquisition amortisation
4
AUTOSPORTS GROUP
“ Our consistent approach to growing the business
through a combination of acquisitive and organic
growth has contributed to this year’s financial results.”
Our executive director and co-founder
of Autosports Group, Mr Ian Pagent
retired from his executive position.
Ian continues his important role with
the company as a non-executive
director and remains our major
shareholder. We continue to benefit
from Ian’s unparalleled industry
knowledge and entrepreneurial
spirit along with his continued active
involvement with the business.
We also welcome Brent Polites in
his new role of Head of Franchised
Automotive overseeing the retail
operations across the group. Brent
joined Autosports Group in 2014.
During his tenure, Brent gained
valuable experience as a Dealer
Principal in various dealerships
and brands within our group
including Audi and BMW, which will
undoubtedly be an asset in his new
position.
Growth
Acquisitions have been a key
component of our growth, allowing
us to broaden our portfolio and
expand our geographic presence. Our
long-standing relationships with our
Original Equipment Manufacturers
(OEMs) have also supported
our growth.
This year we rapidly grew our
representation of BMW Group brands
including BMW, MINI and Rolls-
Royce.
A particular highlight during the
year was our expansion into the
New Zealand market when we
acquired Auckland City BMW
Limited comprising five dealerships
covering two BMW, two MINI
and a Rolls-Royce dealership. This
acquisition delivers both scale and
geographical diversity.
In February 2023, the Group acquired
the Motorline and Gold Cost BMW
and MINI businesses extending the
Group’s BMW and MINI offering to
Queensland for the first time. Our
latest greenfield site, Ringwood
BMW in Victoria also opened in
early 2023.
Securing tenure over strategically
important retail sites where our
dealerships operate is a key tenet of
our property strategy. In June 2023,
the business finalised the purchase
of a key retail site in Fortitude Valley
where the Group’s Audi Centre
Brisbane dealership is located.
Our consistent approach to growing
the business through a combination
of acquisitive and organic growth
has contributed to this year’s
financial results.
Financial Result
Statutory net profit after tax grew
22.1% to $66.6 million (2022: $54.6
million). The Board declared a final
dividend of 10 cents per share which
brings the total dividend for FY2023
to 19 cents per share, up 18.8%
compared to FY2022. Our company’s
solid financial performance and
prudent management have enabled
us to share these rewards and deliver
value to our shareholders. Our CEO,
Nick Pagent, will discuss the financial
result for FY2023 in more detail in his
CEO Letter.
The future
We can be proud of what Autosports
Group has accomplished in the last
financial year. The collective effort
of our Board, management and
people supported the execution of
the Group’s growth strategy and
delivered a solid financial result for
FY2023.
A special thanks to our CEO, Nick
Pagent, and his management team
for their determination and effort in
delivering this year’s achievements. In
the year ahead we aim to build upon
these achievements and position the
business for continued growth.
I would like to thank our employees
for their dedication and invaluable
contributions during the year.
Finally, I would like to extend my
appreciation to our management
team, my fellow board members,
valued shareholders and business
partners for your continued support.
Yours faithfully
James Evans
Chairman
ANNUAL REPORT 2023
5
CEO’S LETTER
Dear Shareholders,
I am pleased to share
with you an outstanding
result for the year.
I am pleased to share with you
another outstanding result for the
year; a record profit, continued
progress on the execution of our
strategic plan and strengthening
of our relationships with key OEM
partners.
Our corporate strategy can be
simply expressed as excelling in
representing the world’s great
automotive luxury and prestige
brands, from prime locations
across Australia and now New
Zealand. We see this as the most
resilient consumer segment in retail
automotive which offers the best
margin potential. It has allowed us to
build a corporate skill set and market
position that gives us a competitive
advantage in Australia and New
Zealand. It also means we have
declined acquisition opportunities
for brands that do not align with our
luxury-based strategy and skill set.
As the future for the industry and
economy looks more challenging in
the year ahead, I am confident our
decision to concentrate on the luxury
end of the market will be rewarded.
The new vehicle market remained
strong, with registrations up 8.2%
in the six months to June 2023
per Vfacts however the luxury and
prestige markets were stronger
outperforming the broader market
with 27.3% growth in the same
period. Throughout this period,
we saw normalising of supply and
demand in global supply chains
which allowed us to grow our
new vehicle revenue by 25.9% in
FY2023. Pleasingly, we were able to
achieve this growth whilst increasing
our forward customer orderbank
volumes, revenue and gross profits
compared to last year. Furthermore,
luxury demand remained resilient
with like-for-like growth in new
customer orders in FY2023.
Electric vehicles gathered
momentum in the market. In the
month of June 2023, we saw a new
high with alternate powertrains
(Plug-in Hybrid, Hybrid and full
Electric) representing 23.2% of the
passenger and SUV market. Luxury
manufacturers remain positioned to
thrive in this environment with an
array of new models due to launch in
this and coming years. While the EV
space has been the most dynamic
part of the industry including several
new players, barriers to entry to
the luxury space remain high. This
is further evidence that our luxury-
focused corporate strategy is right for
Autosports Group.
The used vehicle market continued
to be a dynamic arena with prices
more reflective of their pre-Covid
valuations; as a result, margins
stabilised and our strategy of
focusing on the lowest cost of
acquisition and most efficient sales
channel improved used car revenue
by 22.4%.
Our strong back-end (service and
parts) growth was driven by two key
factors. Firstly, the increased volume
of new cars delivered in the post-
Covid era support trailing income
streams in service, parts and panel.
Secondly, the growing penetration
of service plan contracts support
customer retention rates and provide
more predictable revenue streams
from our aftersales division. These
factors allow for growth opportunities
in the highest margin elements of our
business and provide a foundation
to weather turbulence caused by
macroeconomic factors that affect
front-end sales.
Of course, this opportunity needs
capacity. In FY2023 we were
pleased to open the greenfield site
at Ringwood BMW and launch our
state-of-the-art facility at Melbourne
BMW with increased service
capacity. We also invested at Brighton
Jaguar Land Rover, Ducati Sydney,
our Bespoke by Autosports business
and Volvo sites in Sydney to help
meet the growing needs of our
existing customer base.
Delivering this growth from our
existing aftersales resources will
be one of the key priorities for the
coming year.
This growth in aftersales, our
new business acquisitions and
the thawing of the global supply
constraints have contributed to
record turnover of $2.371m and an
overall improvement in gross margin
to 20.1%; while improvements in
efficiency through scale and diligent
cost control afforded a reduction in
operational expenditure to 11.7%
resulting in a record EBITDA margin
of 8.4% and a NPBT ratio of 4.9%, up
0.3% on last year. Given the broad-
based inflation and rising interest
6
AUTOSPORTS GROUP
“ Our corporate strategy
remains luxury-focused.”
rate conditions we have faced this
year, the result is testament to our
experienced team and strength of
our core business. We leave the year
with a 30 June 2023 cash balance of
$42m and net debt of $181m, backed
by property assets with a carrying
value of $194m.
Strategic Focus
Our corporate strategy remains
luxury-focused. Acquisitive growth
supports this strategy through the
addition of sensibly priced assets
with brands and locations where we
can unlock margin improvements
through our scale and experience.
The robust cashflows of the business
allowed us to expand into the New
Zealand market this year by acquiring
two BMW and two MINI dealerships
in Auckland, and the only Rolls-Royce
dealership in New Zealand. These
businesses gave us immediate scale
in the marketplace and are operating
in line with our expectations.
We were also pleased to add the
Motorline and Gold Coast BMW and
MINI dealerships to our portfolio in
February, deepening our relationship
with BMW Group and increasing
our scale and geographic coverage
through aligned strategic growth.
As this acquisition settled mid-year
in FY2023, we will see a full year of
turnover and profit in this next period.
We have also strengthened the
balance sheet by purchasing our
existing retail location in Fortitude
Valley. This brings the carrying value
of our real estate portfolio to beyond
$194m and we remain on track with
our strategy of making sensible
investments in strategically important
retail locations.
Importantly our strong cashflows,
balance sheet strength and
supportive OEM finance partners
leave the business well-placed to
continue our growth strategy.
Outlook
We expect FY2024 will present
more challenges than the past year,
however, the structural undersupply
in new vehicles we have endured
over the past two years has left us
well-positioned to leverage our order
banks which are at near record levels.
The luxury consumer remains
resilient with enquiry and order rates
remaining stable even as the broader
economy slows. Combined with
a full-year cycling of acquisitions
made in the prior year, Autosports
is positioned to deliver continued
revenue growth through FY2024.
Our mature back-end operations,
untapped capacity and high service
plan contract penetrations mean
that we are poised for continued
aftersales growth in FY2024.
Demand for used cars remains strong
and our streamlined strategy built
around our existing Prestige Auto
Traders infrastructure will allow us
to service this demand in a cost-
efficient manner.
The prevailing macroeconomic
environment creates opportunity for
on-strategy, accretive, acquisition-led
growth. The outlook for acquisition-
led growth is positive. Autosports
Group’s scale, operating cash flows
and luxury acquisition runway leave
us well-positioned to progress our
growth strategy in FY24.
In closing, I would like to thank the
Board, management and the entire
team across Autosports Group for
their collective efforts in delivering
a record result in FY2023. Finally, a
special thank you to our shareholders;
there is so much to look forward to
in this next year as we deliver on our
strategy and continue our purpose to
Drive Endless Possibilities.
Nick Pagent
Chief Executive Officer
ANNUAL REPORT 2023
7
8
AUTOSPORTS GROUP
OUR PURPOSE & VALUES
Drive Endless Possibilities
Strive for excellence
Village
Care
Leading change
We set goals with clear
direction and defined
outcomes
–
We hold ourselves
to account
–
We are proactive
in our approach
–
We exceed expectations
in everything we do
–
We make decisions with
consideration of our
key stakeholders –
employees, customers,
shareholders, community
and manufacturers
We are united in purpose
through people
–
We coach and mentor our
people to be their best
–
We are visible,
approachable and
connected across the
Group
–
We embrace diversity
and inclusion
–
We are part of a large
Group retaining a
family feel
We demonstrate care
towards our customers
and their experience
We leverage our scale
and collective intelligence
to drive change
–
–
We invest in our
people for training and
development
–
We recognise the role
you play – everyone is
important to our success
–
We do what is right by
our people, customers
and communities
–
We are eager to help
each other and create
a safe environment for
our people
We deliver the changes
required for growth
–
We embrace the use
of technology to deliver
the optimum experience
for our customers and
stakeholders
–
We move with the times
– taking into account
tomorrow, today
–
We are resilient and
embrace change
ANNUAL REPORT 2023
9
GROUP PORTFOLiO
10
AUTOSPORTS GROUP
8AUTOSPORTS GROUP | ANNUAL REPORT 2021THE GROUP’S PORTFOLIO OF DEALERSHIPS INCLUDE: GROUP DEALERSHiPS
A L P I N A3
ASTO N M A RT I N1
AU D I6
B E NT L EY3
B M W9
3
B M W M OTO R R A D
D U C AT I1
JAG U A R2
K I A1
L A N D R OV E R2
2
L A M B O R G H I N I
M AS E R AT I2
M A Z DA2
M C L A R E N1
3
M E R C E D E S - B E N Z
M I N I7
R O L L S - R OYC E2
S U B A R U1
VO LVO3
VO L K S WAG E N4
This reflects our dealerships as at the date of this report and includes dealerships acquired after 30 June 2022.
ANNUAL REPORT 2023
11
Autosports Group Limited
Directors' report
30 June 2023
The directors present their report, together with the financial statements, on the consolidated entity ('Autosports Group' or 'Group')
consisting of Autosports Group Limited ('Company') and the entities it controlled at the end of, or during, the year ended 30 June 2023.
Directors
The following persons were directors of Autosports Group Limited during the whole of the financial year and up to the date of this report,
unless otherwise stated:
James Evans
Nicholas Pagent
Marina Go
Ian Pagent
Robert Quant
Chairman
Executive Director and Chief Executive Officer
Independent Director
Non-Executive Director (effective 1 February 2023); Executive Director (until 31 January 2023)
Independent Director
Principal activities
During the financial year, our principal activities included the sale of new and used motor vehicles, distribution of finance and insurance
products on behalf of retail financiers and automotive insurers, sale of aftermarket products and spare parts, motor vehicle servicing and
collision repair services. There have been no significant changes in the nature of principal activities.
Our operations comprise of:
●
●
●
●
54 dealerships selling new and used prestige and luxury motor vehicles;
3 used motor vehicle outlets, primarily on the sale of used prestige and luxury motor vehicles;
4 motorcycle dealerships selling new and used motorcycles; and
8 specialist prestige motor vehicle collision repair facilities.
Dividends
Dividends paid during the financial year were as follows:
Consolidated
30 June 2023 30 June 2022
$'000
$'000
Final dividend for the year ended 30 June 2022 of 9.0 cents (2021: 7.0 cents) per ordinary share
18,090
14,070
Interim dividend for the year ended 30 June 2023 of 9.0 cents (2022: 7.0 cents) per ordinary share
18,090
14,070
36,180
28,140
On 23 August 2023, the directors declared a fully franked final dividend for the year ended 30 June 2023 of 10.0 cents per ordinary
share, to be paid on 15 November 2023 to eligible shareholders on the register as at 1 November 2023. This equates to a total
estimated distribution of $20,100,000, based on the number of ordinary shares on issue as at 30 June 2023. The financial effect of the
dividends declared after the reporting date are not reflected in the 30 June 2023 financial statements and will be recognised in the
subsequent financial period.
Operating and financial review
The Group generates income from:
●
●
●
●
●
the sale of new and used motor vehicles;
the sale or distribution of ancillary products and services, such as finance, insurance and aftermarket products;
the sale of motor vehicle spare parts;
the provision of motor vehicle servicing; and
the provision of collision repair services.
12
AUTOSPORTS GROUP
2
DIRECTORS’ REPORT30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
The profit for the Group after providing for income tax and non-controlling interest amounted to $65,426,000 (2022: $53,376,000).
The following tables demonstrate the Group’s financial performance normalised to exclude the impact of acquisition, impairment and
restructure expenses ('other items').
The profit for the financial year was impacted by other items as follows:
Statutory profit after tax attributable to the owners of Autosports Group Limited
Add: Non-controlling interest¹
Add: Income tax expense
Profit before income tax expense
Add: Intangible amortisation²
Add: Acquisition expenses³
Add: Restructure and relocation expenses⁴
Add: Property impairment ⁵
Profit before tax excluding other items
Consolidated
30 June 2023 30 June 2022
$'000
$'000
65,426
1,223
33,652
100,301
3,367
4,871
1,156
6,004
53,376
1,204
25,780
80,360
3,968
463
1,954
-
115,699
86,745
1
2
3
4
⁵
Represents the 20% non-controlling interest in New Centenary Mazda Pty Ltd held by the dealer principal and 20% non-
controlling interest in John Newell Holdings Pty Ltd held by the dealer principal.
Relates to non-cash amortisation of customer contracts arising on acquisitions made by the Group.
Relates to expenses and purchase taxes incurred on the acquisition of Auckland City BMW Ltd and Motorline BMW, Motorline
MINI, Motorline Bodyshop, Gold Coast BMW and Gold Coast MINI.
Restructure and relocation expenses relate to costs associated with relocation to the new Kings Way BMW dealership. Previous
year expenses relate to the relocation of Lamborghini Brisbane and Audi Indooroopilly dealerships along with redundancies and
other non-trading expenses.
Property impairment arose as a result of the acquisition of 586 Wickham Street, Fortitude Valley on 15 June 2023. Due to the
proximity of the acquisition to year end there has been no opportunity for appreciation in value of the property and as such
capitalised acquisition costs including stamp duty resulted in the carrying value of the property exceeding its valuation.
Profit before tax excluding other items noted above is a financial measure which is not prescribed by Australian Accounting Standards
(‘AAS’) and represents the statutory result under AAS adjusted for certain items. The directors consider profit before tax excluding other
items (being items adjusted above) to reflect the core earnings of the Group.
Operational overview
Market conditions
The Australian automotive retailing sector operated in a relatively stable economic environment during the 2023 financial year, closing the
first six months of calendar year 2023 year with new vehicle registrations up 8.2% according to vFacts, as global supply chain pressures
started to ease.
The national economy experienced modest GDP growth and relatively low unemployment rates. Despite the Reserve Bank of Australia
implementing a series of interest rate rises in response to inflationary pressures, business conditions remained positive for Autosports
Group. Consumer confidence in the luxury segment remained high; reflected in increased volumes of new vehicle orders for the Group
and the Prestige and Luxury segments of the market outperforming the mainstream volume segment.
Coming out of a period where local travel was restricted due to Covid related restrictions, we have seen consumers revert to more normal
vehicle usage patterns. As a result, our Service, Parts and Collision Repair operations have reverted to a more normal operating
environment leading to growth in aftersales revenues.
Strategic acquisitions
In FY2023 the Group actively pursued its growth strategy expanding into new geographic markets, strengthening its representation of
the BMW Group brands and adding a core retail property to its portfolio.
Autosports Group entered the New Zealand market in August 2022 when it purchased 100% of the shares in Auckland City BMW Limited
through its wholly-owned New Zealand subsidiary, Autosports NZ Limited. Auckland City BMW Limited operates two BMW dealerships
and two MINI dealerships in Auckland, and the only Rolls-Royce dealership in New Zealand. The shares were purchased for $61,807,000
(NZ$ 68,873,000) of which $12,115,000 (NZ$13.5 million) was debt-funded and the balance with cash reserves.
3
ANNUAL REPORT 2023
13
Autosports Group Limited
Directors' report
30 June 2023
In February 2023, Autosports Group expanded its BMW and MINI operations to Queensland for the first time after acquiring the business
and assets of Motorline BMW, Motorline MINI, Motorline Bodyshop, Gold Coast BMW and Gold Coast MINI. The purchase consideration
at settlement was approximately $66 million funded by cash reserves and a $30 million debt facility.
Our acquisitive growth was also complemented by organic growth. In early 2023, the Group opened Ringwood BMW in the Eastern
Suburbs of Melbourne. Victoria is where Autosports Group acquired its first BMW dealerships at Doncaster and Bundoora in 2017. This
was followed by Melbourne BMW in November 2017 which was recently upgraded to a state-of-the-art facility, the first of its kind in Australia
representing BMW’s latest Retail Next corporate identity. Now, approximately six years after acquiring its first BMW dealership, the Group
has grown to represent 9 BMW dealerships and 7 MINI dealerships across Victoria, New South Wales, Queensland and Auckland, New
Zealand.
Another element of Autosports Group’s growth strategy is to control strategically important retail sites. Supported by OEM financiers, over
time the business is expected to benefit from capital accretion and gradually reduce occupancy costs. During the year, the Group
purchased the land and buildings at 586 Wickham Street and 10 Light Street, Fortitude Valley, Queensland where our Audi Centre Brisbane
dealership is located. The purchase price for the property was $98 million, of which approximately 76% was funded through new debt
facilities. The property is a purpose-built automotive dealership comprising showroom, service and parts facilities and provides operational
synergies with several brands represented at this central Brisbane location.
Environment, social and governance
Environment
This section of our report sets out our progress in the areas of environment, social responsibility and governance.
Through our relationships with well-established vehicle manufacturers, Autosports Group has expanded the range of vehicles, catering to
the growing demand for alternatives to traditional internal combustion engines. In 2023 calendar YTD, sales of electric and hybrid vehicles
increased by 58% per Vfacts, representing 19.9% of the total passenger and SUV segment registrations.
Beyond our vehicle offering, incorporating more environmentally conscious options in our retail facility developments is an area of
opportunity. One example is the re-development of our Audi Indooroopilly retail site which incorporated several initiatives to help reduce
environmental impact. These initiatives included low energy wattage LED lighting, dual flush, low water usage toilet cisterns, low water
usage tapware, rainwater harvesting, solar energy harvesting through photovoltaic cell, energy efficient windows, low VOC paint finishes
and insulated roofing. This year, we progressed the installation of solar panels on the roof of five dealerships.
We are regularly reviewing our internal governance structures. This includes investing in an integrated management system to consolidate
quality, environmental, health and safety management into a single cohesive framework. The aim of an integrated system is to engage our
workforce through a simplified single framework to better manage safety and environmental risks.
Social
Health and well-being
During FY2023, the safety focus continued by further developing a safety culture across the Group. Our safety program is supported by
four state-based safety committees, regular reporting on safety hazards and communicating incidents and near misses across the Group
as a means of shared learning. We conducted a safety internal audit during the year to independently measure the Group’s performance
against safety benchmarks with demonstrated improvement in safety practices. We have continued to embed our Safe Work Procedures
through training to demonstrate how work and hazardous tasks are to be carried out safely.
Mental health and well-being remained a priority on the safety agenda during the year. We introduced a Wellbeing newsletter as an
education piece with activities available for our employees to utilise. Our employees and immediate family members have access to our
Employee Assistance Program (EAP) which is an independent, free, and confidential counselling and support program. This program
offers support on a range of topics including counselling, mental health, relationships, exercise, and financial counselling. Through this
platform, we have also offered health and well-being webinars and discounted health insurance.
People and Diversity
Career Development, Talent and Training
With a focus on developing our talent internally, as well as bringing in new talent to Drive Endless Possibilities for our employees we are
committed to finding opportunities to develop our people. During the year, the senior leadership team invested time in reviewing our talent
and succession plans. This process helped identify our emerging talent and, through a consultative process engaging different parts of the
business, we were able to make better decisions in selecting participants for our development programs.
We operate two programs for our emerging leaders and future managers, both of which have been a success. Our Emerging Leaders
Development Program (ELDP) is in its second year of operation, and as a result, we have seen approximately 30% of participants progress
into more senior roles. Our Performance Excellence Program was introduced this year and aims to develop our younger team members
aspiring to grow their careers. Through this program, we have approximately 45 employees who are ready to progress to a leadership role
upon successfully completing this program.
14
AUTOSPORTS GROUP
4
DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
From June 2021, we have committed to offering up-skilling of selected qualifications for both new and existing employees at no cost to
staff members. These courses are delivered by registered training organisations and are predominantly delivered online. We received a
positive uptake of this opportunity. We have various apprenticeship and traineeship opportunities available in Automotive Trades and
Services. We employ many apprentices across the Group and see this as an important part of our people strategy to develop new talent
and increase diversity across our Technicians, Parts team, Spray Painters and Panel Beaters.
Diversity and Inclusion
We have prioritised Diversity and Inclusion (D&I) through our D&I Council which has developed a strategy with measurable outcomes. Our
D&I Council is in its second year of operation and meets monthly to discuss, plan and execute grassroots activities to foster diversity and
inclusion. The Council is accountable for delivering its strategy and the Council’s progress is reported through various channels including
to the Board.
Our Diversity and Inclusion Strategy has five key areas including:
(1) senior leaders proactively foster D&I;
(2) our people understand the importance of diversity and practise inclusive behaviour;
(3) workforce diversity increases at all levels;
(4) attract, develop and retain diverse individuals to maximise performance and adapt to market changes; and
(5) educate our business with learning initiatives around D&I.
Community and Values
Our purpose statement of ‘Drive Endless Possibilities’ links to our growth path and was developed to provide meaning to our employees,
customers, business partners and shareholders. Our purpose statement sits alongside our values of Village, Care, Leading Change and
Strive for Excellence which are embedded in our communications, performance discussions and is model for the way we strive to operate
our business, including within the community. Our values are embodied in the accomplishments we achieved during the year.
Strive for Excellence
The outstanding performance of our people was recognised through the many personal awards achieved during the year including MINI
Marketing Manager Best Practice Winner, Maserati Sales Milestone Executive Member Club, Maserati Marketing Manager of the Year,
Audi Metro Financial Controller of the Year, Audi Major Metro Sales Manager of the Year, Audi Finance Dealer of the year, BMW
Recognition of Service for 20 and 30 years, Mercedes-Benz Sales Guild Award – New Vehicle Sales Consultant of the Year winner, Mazda
Guild Awards for Master Sales, Sales Consultants, Service and Parts.
Village
Our village is our collective spirit. We celebrated various causes and events including International Women’s Day, Ramadan, NAIDOC
Week, Harmony Week, Lunar New Year and LGBTIQ celebrations. We took a snapshot of cultural demographics and representation at
Autosports Group through a survey to gain better insights and drive the diversity program. Our village also includes our community. This
year we participated in community events such as Sutherland2Surf, Ferragosto, MINI World Pride Concord Carnival-EV Sustainability
Sydney German AutoFest Mini-Mos Fun Run 2023 Rugby Long Lunch, 2022 & 2023 Mosman Youth Art Prize, Aqua Rugby Sponsor,
Manningham EV Day, International Women’s Day breakfast, Sorrento Couta Boat Sailing Club partnership (2023), Maroubra Surf Club, St
Joesph’s Gregory Terrace Tattersall’s Club Black Tie Boxing and the Tattersall’s Club Business Series Lunch.
Leading Change
We introduced 12 weeks paid parental leave for primary carers and one week for secondary carers. We surveyed our female employees
to help understand what they enjoyed about working at Autosports Group and importantly, what they perceived to be the barriers to females
progressing in the automotive industry and what we could do to break them down. Our Diversity and Inclusion Council led and implemented
several projects during the year to challenge stereotypes and lead change through acceptance including support for International Women’s
Day, International Day Against Homophobia, Biphobia and Transphobia, Pride Month and NAIDIOC week.
Care
Over 200 Autosports Group employees took part in STEPtember stepping their way to over $20,000 for the Cerebral Palsy Alliance. Our
value of care extends to our community as we supported the following charities and events during the year - Audi Foundation, RU OK?
Day, CEO Dare to Cure, Ronald McDonald House Charities, Mercy Hospice Auckland, Pink Ribbon Morning Tea Breast Cancer NZ,
Lifetime Dream Days NZ, Dine for a Cure NZ (Breast Cancer Research), Cyclone Relief Fund – Hawke’s Bay Annual Gold Coast Charity
Event Sydney Breast Cancer Foundation Tour De Cure.
Modern slavery
On an annual basis, Autosports Group adopts a modern slavery plan to investigate a supplier category according to risk and value. In
FY2023, we conducted due diligence enquiries on our waste management suppliers. This area is prone to exploitation by organised crime
groups seeking to profit from modern slavery and forced labour practices. Each year our Modern Slavery Plan is considered by the Audit
and Risk Committee and adopted by the Board. A key part of Autosports Group’s modern slavery plan is supplier on-boarding which is
embedded into our procurement process where new suppliers are vetted and asked to adhere to our Supplier Code of Conduct. During
the year, Autosports Group entered into an exclusive engagement with a migration agent that prioritises ethical recruitment practices to
minimise the risk of exploitative practices affecting foreign workers seeking employment in Australia. Our FY2023 Modern Slavery
Statement is published on our company website.
5
ANNUAL REPORT 2023
15
Autosports Group Limited
Directors' report
30 June 2023
Whistle-blower program
Our whistle-blower program supports employees, suppliers and their families to come forward with their concerns anonymously and
confidentially. We utilise an external whistle-blowing service to provide a safe platform for eligible whistle-blowers to raise concerns whilst
maintaining a whistle-blowing policy in accordance with statutory requirements. During the year we conducted a review of our whistle-
blower program to benchmark it against the regulatory guidance released by ASIC to measure our performance against industry standards.
Governance
We believe in improving our governance framework, with regular reviews increasing the maturity of these programs over time. The
foundation of our governance structure comprises the People & Remuneration Committee, the Audit & Risk Committee, and our
Board. These committees play a crucial role in overseeing our Compliance and Risk Management Framework, whistle-blower framework,
modern slavery plan, privacy, and cybersecurity framework. Each year, we review our Board and Committee Charters and report on our
progress in addressing the matters allocated to the Board and delegated to the committees. We regularly review our governance policies
and report regulatory changes through these channels. Our internal audit program is closely linked to our risk profile and designed to
review and test the effectiveness of our Group's internal controls in identified risk areas. Like most businesses across the globe, we are
alive to the increasing threat of privacy and cyber incidents. During the reporting period, we have made progress in developing our privacy
governance framework and continued to invest in cyber security and infrastructure systems.
Marketing and technology
In the past 12 months we have reviewed and made improvements to our marketing technology stack and data processes within the context
of ever-present cyber risks and a changing data landscape. Throughout the year we have invested in enhanced security products to
support our Salesforce CRM and have partnered with digital marketing experts to ready ourselves for expected changes to third party data
usage. These investments aim to deliver increased marketing performance and cost efficiencies. During the period the marketing team
was restructured to ensure that it can support the changing needs of the business. Key to this restructure was the appointment of a Head
of Transformation and a Head of Retail. One of the key projects delivered in the transformation space last year was a service kiosk
pilot. This change to the service experience is delivering both customer and business benefits and is planned to be rolled out across the
Group in FY2024. The retail team has continued to deliver steady quality customer enquiry at better than benchmark cost per lead and
cost per sale.
Likely developments in operations in future years
The Group’s diverse revenue model supports both resilience and growth through the Financial Year 2024 ('FY24') as:
●
●
●
●
●
Revenue growth will come from the full year cycling of FY2023 acquisitions in Auckland and South Queensland;
Improved new vehicle supply combined with strong order banks support organic growth;
Service and Parts should continue above-trend organic growth as customer retention improves;
Margin profile expected to remain stable; and
Autosports Group remains well-placed for further well-priced acquisition opportunities.
16
AUTOSPORTS GROUP
6
DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
Risk
The Group identified its key risk areas as:
Macroeconomic risks
As the products sold by the Group are discretionary for many customers, the Group’s financial
performance can be impacted by current and future economic conditions which it cannot control.
Increasing interest rates and inflationary pressure can put pressure on consumer spending and
reduce purchasing power. The Group monitors the external environment and its impact on the
business.
Privacy and Data Breach
The Group handles personal and sensitive information. Our Data Breach Response Plan is designed
so we are ready to take prompt action to contain and address data security incidents. Our privacy
management framework is built around awareness, governance and continuous improvement whilst
also being inherently connected with our cybersecurity framework. During the year, we supported
the OAIC’s annual Privacy Awareness Week and released our Privacy Framework with updated
privacy training to improve privacy practices across the Group.
Cyber Security and Information
technology (‘IT’) infrastructure
FY2023 saw a continuation of the Group’s Cyber Security Maturity Uplift Program as cyber security
risks remain a risk for businesses globally. During the year, further cyber security training was issued
and progress was made in vendor security assessments and IT infrastructure.
Work, Health and Safety (‘WHS’) The Group has a zero-risk tolerance for serious safety incidents. During the financial year, the Group
continued to improve its WHS practices through regular safety committee meetings, training on safe
work procedures, safety inspections, an internal audit and regular reporting to the Board.
Reliance on key personnel
The Group engaged in activities during the financial year to develop the skills and experience of
potential successors as part of its succession planning initiatives.
Original equipment manufacturer
(‘OEM’) risk
The Group relies on its relationships with OEMs to offer its range of luxury and prestige vehicles to
consumers. The automotive industry is also experiencing a change in OEM business models including
some manufacturers adopting an agency model. The Group’s supportive and collaborative approach
to its relationships with OEMs has cultivated the Group’s excellent reputation amongst OEMs and we
will continue to work with our business partners in this way.
Regulatory compliance
The Group is subject to a number of Australian and New Zealand laws and regulations such as
consumer protection laws, consumer finance laws, laws relating to the sale of insurance products,
importation laws, privacy laws and those relating to workplace health and safety. The Group monitors
the regulatory landscape for regulatory change.
Changes to market trends
As consumer preferences trend upward towards electric and hybrid vehicles in FY2023, Autosports is
well positioned to take advantage of the trend as we represent many OEMs that are delivering new
ranges of electric and hybrid vehicles. The Group regularly monitors market trends for changes to
consumer preferences including investment in new technologies.
Supply chain
The shortage of supply of new vehicles experienced in FY2022 showed improvement in
FY2023. Supply shortages can arise from various factors including macroeconomic events affecting
global supply chains and delays due to quarantine restrictions at Australian ports. Some supply chain
risk can be mitigated through inventory management whilst market factors can also play a role in
mitigating this risk through increased demand and improved gross margins as experienced in recent
years.
Environmental regulation
The Group is subject to environmental regulation and is required to maintain licences and comply with local planning, State-based and
federal environmental laws to operate its dealerships, service and collision facilities.
Significant changes in the state of affairs
On 1 August 2022, the Group acquired 100% interest in Auckland City BMW Limited for $61,807,000 (NZ$ 68,873,000), funded by
existing cash reserves and $12,115,000 (NZ$ 13,500,000) debt facility.
On 1 February 2023, the Group acquired trading assets and liabilities of Motorline BMW, Motorline MINI, Motorline Bodyshop, Gold
Coast BMW and Gold Coast MINI for a total consideration of $65,754,000, funded by existing cash reserves and $30.0 million debt
facility.
Refer to note 28 to the financial statements for further details relating to the acquisitions.
7
ANNUAL REPORT 2023
17
Autosports Group Limited
Directors' report
30 June 2023
On 15 June 2023, the Group acquired the land and buildings at 586 Wickham Street and 10 Light Street, Fortitude Valley, Queensland
from which its Audi Centre Brisbane, Bentley Brisbane, Maserati Brisbane and Lamborghini Brisbane dealerships operate. The total
consideration transferred amounted to $103,877,000 including purchase taxes.
There were no other significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the Group's
operations, the results of those operations, or the Group's state of affairs in future financial years.
Regulatory change
The new Respect@Work regime requires employers to take preventive measures against sexual harassment, sex discrimination, and
victimisation in the workplace. Businesses can be held vicariously liable for employee or agent-committed sexual harassment unless
reasonable preventive steps are taken.
New WHS regulations provide a framework (including a code of practice) for any person conducting a business or undertaking to manage
psychosocial risks in the workplace. The code of practice includes control measures and risk identification strategies that can be used.
The Secure Jobs Better Pay reforms introduced several regulatory changes including prohibiting pay secrecy and declaring breastfeeding,
gender identity, and intersex status as protected attributes under anti-discrimination laws. Additional obligations were imposed on
employers when responding to extended parental leave requests up to 24 months. Employees can now request flexible working
arrangements during pregnancy or when caring for a family member impacted by family and domestic violence under Secure Jobs Better
Pay. The 2023 Workplace Reform Consultations plan further amendments to Fair Work laws. Such reforms include criminalising wage
theft, stronger protection against discrimination and harassment, and fairness for casual workers.
Federal parliament passed a bill that requires the Workplace Gender Equality Agency to publish pay gap information for Australian
companies with more than 100 employees.
The Privacy Act Review Report recommended changes to capture a wider range of personal information that are subject to the Act’s
provisions. It also proposes changes to cyber security measures, data retention, privacy consent requirements, and individual rights over
personal information. Privacy legislation was amended significantly increasing the penalties for serious or repeated privacy breaches.
Treasury released a second consultation paper in June 2023, seeking views on implementing standardised, internationally-aligned
requirements for disclosing climate-related financial risks.
Government bodies such as the ACCC are seeking to regulate greenwashing claims and have issued guidance for business clarifying
obligations under the Australian Consumer Law. Similarly, there is a Senate inquiry into greenwashing, looking at the impact of misleading
environmental sustainability claims on consumers, with a report expected at the end of the calendar year.
Amendments to the Australian Consumer Law’s unfair contract terms regime will broaden the regime’s application to various contracts and
increases the scope for small businesses, while significantly increasing the penalties for breaches.
In a recent review of the Modern Slavery Act, the Government has made recommendations regarding penalties for non-compliance,
changes to reporting, and improving overall effectiveness. The Government has also indicated its intentions to minimise worker exploitation
by introducing future legislative changes.
ASIC issued a report setting out the good practices of whistle-blower disclosure including the directors’ responsibilities surrounding the
program, establishing a good whistle-blower culture, and providing adequate resources and training.
In New Zealand changes to the Fair Trading Act 1986 (NZ) took effect in August 2022 which extended the unfair contract terms regime to
business-to-business contracts that fall under a specified value threshold and introduced a new prohibition on unconscionable conduct in
trade.
The Fair Pay Agreements Act 2022 (NZ) commenced in December 2022. This provides a framework for unions and employer associations
within a sector to bargain for fair pay agreements that specify minimum employment terms for an industry or occupation.
The Land Transport (Clean Vehicles) Amendment Act (No 2) 2022 (NZ) took effect in November 2022 provide a phase-in of the clean
vehicle standards which are intended to support reduction of emissions of imported vehicles during the first half of 2023.
Changes to the Credit Contracts and Consumer Finance Regulations 2004 (NZ) took effect on 4 May 2023, providing lenders with greater
discretion to exclude discretionary expenses when making affordability assessments of borrowers.
18
AUTOSPORTS GROUP
8
DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
Current directors
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Interests in rights:
James Evans
Chairman
Bachelor of Economics, a member of the Chartered Accountants Australia and New Zealand, a
Fellow of the Financial Services Institute of Australasia and a Fellow of the Australian Institute of
Company Directors
James has over 40 years' executive experience in retailing, and banking and financial services.
Recently, James served as the Chair of Global Fund Manager Pendal Group Limited and the
Chair of ME Bank, until its sale to the Bank of Queensland and was a Non-Executive Director of
Investa Group, including Investa Wholesale Funds Management Limited and ICPF Holdings
Limited. He was also the former Chair of Suncorp Portfolio Services Limited and a Non-Executive
Director of Australian Infrastructure Fund Limited and Hastings Funds Management Limited.
None
Independent Director of Pendal Group Limited (ASX: PDL) from 2010-2022. Chairman from 2013
- 2022
Member of Audit and Risk Committee and People and Remuneration Committee
88,612 ordinary shares held indirectly
None
None
9
ANNUAL REPORT 2023
19
Autosports Group Limited
Directors' report
30 June 2023
Name:
Title:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Interests in rights:
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Interests in rights:
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Interests in rights:
Nicholas ('Nick') Pagent
Managing Director and Chief Executive Officer
Nick has over 27 years' experience in the motor vehicle industry across Australia and the United
Kingdom. Prior to founding Autosports, Nick worked in the United Kingdom in senior roles
including Director of Sales and Dealer Principal with Mercedes-Benz London and Executive Audi,
St Albans. Nick is a Co-Founder of Autosports Group.
None
None
None
40,177,947 ordinary shares held indirectly
None
836,914 LTI performance rights and 197,803 STI performance rights convertible into ordinary
shares
Marina Go
Independent Director
Master of Business Administration from the Australian Graduate School of Management
(‘AGSM’) and a Bachelor of Arts from Macquarie University
Marina is Chair of Adore Beauty and a Non-Executive Director of Energy Australia, 7-Eleven and
Transurban Group. She is also a member of the UNSW Business Advisory Council, and author
of the business book for women, 'Break Through: 20 Success Strategies for Female Leaders'.
Marina has over 26 years’ of leadership experience in the media industry, having started her
career as a journalist. She is the former Chair of Ovarian Cancer Australia and Super Netball
Limited as well as the former Non-Executive Director of Booktopia Group and Pro-Pac
Packaging. She is also a member of the Australian Institute of Company Directors.
Chair of Adore Beauty Group Ltd (ASX: ABY) - since 2 November 2021 and Non-Executive
Director - since 6 October 2020 and Non-Executive Director of Transurban Group (ASX: TCL) -
since 1 December 2021.
Non-Executive Director of Booktopia Group Limited (ASX: BKG) - resigned on 31 March 2022,
Non-Executive Director of Pro-Pac Packaging (Aust) Pty Ltd (ASX: PPG) - resigned on 23
November 2021.
Chair of People and Remuneration Committee and Member of Audit and Risk Committee
40,833 ordinary shares held directly
None
None
James (‘Ian’) Pagent
Non-Executive Director (effective 1 February 2023); Executive Director (until 31 January 2023)
Bachelor of Arts (Hons) in Politics from Melbourne University and LLB from Sydney University
Ian has over 53 years' experience in the motor vehicle industry across Australia, Asia and the
United States of America. Between 1988 and 2002, Ian was co-owner and Managing Director of
Trivett Classic Group. During this period, he was the dealer principal for BMW, Audi, Volvo,
Jaguar, Land Rover, Aston Martin, Porsche, Lamborghini, Lotus, Mazda, Honda, Peugeot,
Toyota and MG Rover. Ian is a Co-Founder of Autosports Group.
None
None
None
65,834,631 ordinary shares held indirectly
None
180,236 LTI performance rights and 40,186 STI performance rights convertible into ordinary
shares
20
AUTOSPORTS GROUP
10
DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Interests in rights:
Robert Quant
Independent Director
Bachelor of Business from the University of Technology, Sydney
Robert has over 40 years' experience in professional accounting in advisory and leadership roles
having developed sector expertise in retail automotive and professional services. His most recent
executive roles include Global Leader - Asia Pacific for Grant Thornton International Limited and
Chief Executive Officer of Grant Thornton Australia Limited. As well as sitting on and chairing a
number of private boards, he advises in the areas of strategy development and organisational
change.
None
None
Chair of Audit and Risk Committee and Member of People and Remuneration Committee
62,499 ordinary shares held indirectly
None
None
'Other current directorships' quoted above are current directorships for listed entities only.
'Former directorships (last 3 years)' quoted above are directorships held in the last three years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Other key management and company secretary
Name:
Title:
Experience and expertise:
Interests in shares:
Interests in options:
Interests in rights:
Name:
Title:
Experience and expertise:
Interests in shares:
Interests in options:
Interests in rights:
Brent Polites
Head of Franchised Automotive
Brent has more than 20 years’ experience in automotive including more than 12 years leading
some of Australia’s largest dealerships. Brent has won multiple Dealer of the Year awards across
different brands and States. He has a broad automotive experience that spans retail, importation
and OEM wholesale.
156,752 ordinary shares held indirectly
None
None
Aaron Murray
Chief Financial Officer
Aaron has over 25 years' experience in accounting and the motor vehicle industry. He has held
the role of Autosports Chief Financial Officer since 2009, after joining the business in 2007. Prior
to joining Autosports, he held accounting and finance roles with Trivett Classic, McMillan
Volkswagen and Audi Centre Parramatta.
1,890,931 ordinary shares held directly and indirectly
None
308,625 LTI performance rights and 123,385 STI performance rights convertible into ordinary
shares
11
ANNUAL REPORT 2023
21
Autosports Group Limited
Directors' report
30 June 2023
Name:
Title:
Qualifications:
Experience and expertise:
Caroline Raw
Company Secretary and General Counsel
Fellow of the Governance Institute, Bachelor of Laws and Bachelor of Commerce, Graduate
Diploma of Applied Corporate Governance from Governance Institute.
Caroline has over 18 years' experience as a corporate lawyer advising listed companies and
funds on initial public offerings, capital raising, funds management and mergers and acquisitions.
Prior to joining Autosports, she held a senior role at a national law firm in the equity capital
markets and merger and acquisitions practice group. Caroline sat on the Capital Markets
Committee of the Property Council of Australia and has previously acted as group company
secretary and legal counsel for an ASX-listed property funds management company and an
Australian real estate investment trust.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2023, and the number of
meetings attended by each director were:
James Evans
Nick Pagent*
Marina Go
Ian Pagent*
Robert Quant
Full Board
People and Remuneration
Committee
Attended
Held
Attended
Held
Audit and Risk Committee
Attended
Held
10
10
10
10
10
10
10
10
10
10
7
7
7
7
7
7
7
7
7
7
6
6
6
6
6
6
6
6
6
6
Held: represents the number of meetings held during the time the director held office.
*
Whilst Nick Pagent and Ian Pagent are not members of the People and Remuneration Committee or Audit and Risk Committee, they
attended each meeting.
Shares under option
There were no unissued ordinary shares of Autosports Group Limited under option outstanding at the date of this report.
Shares under performance rights
There were 1,687,149 unissued ordinary shares of Autosports Group Limited under performance rights at the date of this report.
Shares issued on the exercise of options
There were no ordinary shares of Autosports Group Limited issued on the exercise of options during the year ended 30 June 2023 and
up to the date of this report.
Shares issued on the exercise of performance rights
No shares were issued on the exercise of performance rights during or since the end of the financial year. Instead, the Company
arranged to purchase shares on-market through a facility offered by its Share Registry, Link Market Services, which satisfied vested
performance rights during the financial year. 574,297 ordinary shares were provided from the shares purchased on-market during the
year. There were no other ordinary shares issued during or since the end of the financial year.
Indemnity and insurance of officers
The Company has entered into Deeds of Indemnity, Insurance and Access with each of the directors as well as the Company Secretary.
Chief Financial Officer and Head of Franchised Automotive of the Company to indemnify them for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company
against liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the
liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or
any related entity against a liability incurred by the auditor.
22
AUTOSPORTS GROUP
12
DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any
related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined
in note 26 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm
on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 26 to the financial statements do not compromise the external
auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor;
and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board,
including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting
as advocate for the Company or jointly sharing economic risks and rewards.
●
Officers of the Company who are former partners of Deloitte Touche Tohmatsu
There are no officers of the Company who are former partners of Deloitte Touche Tohmatsu.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to
the nearest thousand dollars, or in certain cases, the nearest dollar.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately
after this directors' report.
13
ANNUAL REPORT 2023
23
Autosports Group Limited
Directors' report
30 June 2023
Remuneration report (audited)
Sections
The remuneration report is set out under the following main headings:
1
2
3
4
5
Remuneration essentials
Senior Executive remuneration in detail
Non-Executive Director remuneration
Statutory remuneration disclosures
Transactions with key management personnel
(1) Remuneration essentials
What does this report cover?
The directors of Autosports Group Limited are pleased to introduce to shareholders the Company’s remuneration report for the
performance period 1 July 2022 to 30 June 2023 (‘financial year’ or ‘FY23’).
Who does this report cover?
This report sets out the remuneration arrangements for the Company’s key management personnel (‘KMP’). The term KMP refers to
those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly,
including any director (whether executive or otherwise). Throughout the remuneration report, KMP are referred to as either Senior
Executives (who are members of KMP performing an executive role) or Non-Executive Directors.
The following table sets out the Company’s KMP for the financial year. All KMP held their positions for the whole of the financial year,
unless otherwise indicated.
Name
Position
Non-Executive Directors
James Evans
Marina Go
Ian Pagent
Robert Quant
Senior Executives
Nick Pagent
Brent Polites
Aaron Murray
Chairman
Independent Director
Non-Executive Director (effective 1 February 2023); Executive Director (until 31 January 2023)
Independent Director
Managing Director and Chief Executive Officer (‘CEO’)
Head of Franchised Automotive (from 1 January 2023)
Chief Financial Officer (‘CFO’)
Remuneration governance and framework
Role of the Board and People and Remuneration Committee
The Board of Directors (the ‘Board’) is responsible for establishing, and overseeing the implementation of, the Company’s remuneration
policies and frameworks and ensuring that they are aligned with the long-term interests of the Company and its shareholders.
The People and Remuneration Committee assists the Board with these responsibilities. The role of the People and Remuneration
Committee is to review key aspects of the KMP remuneration structure and arrangements and make recommendations to the Board. In
particular, the People and Remuneration Committee reviews and recommends to the Board:
●
●
●
●
●
arrangements for the Senior Executives (including annual remuneration and participation in short-term and long-term incentive plans);
key performance indicator (‘KPI’) targets for Senior Executives that align with short and long-term goals and cultural expectations;
remuneration arrangements for Non-Executive Directors;
major changes and developments to the Company’s equity incentive plans; and
whether offers are to be made under the Company’s employee equity incentive plans in respect of a financial year and the terms of
any offers. Recommendations are made based on annual reviews of Senior Executives' performance against KPIs.
Use of remuneration consultants and other advisors
The Board recognises the need to motivate, attract and retain employees to deliver excellent business performance. In FY23, the People
and Remuneration Committee commissioned a report from an independent remuneration consultant, Godfrey Remuneration Group Pty
Limited, to provide guidance in relation to the Group’s remuneration policy and the rewards levels for the Senior Executives and Non-
Executive Directors. The report considered remuneration structures in companies with comparable size and scale across relevant sectors.
The People & Remuneration Committee and Board agreed to retain the current remuneration structure for Senior Executives and Non-
Executive Directors in FY24.
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AUTOSPORTS GROUP
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DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
An agreed set of protocols were put in place to ensure that the remuneration recommendations would be free from undue influence from
KMP. These protocols include requiring that the consultant not communicate with affected KMP without a member of the People and
Remuneration Committee being present, and that the consultant not provide any information relating to the outcome of the engagement
with the affected KMP. The Board is also required to make inquiries of the consultant’s processes at the conclusion of the engagement to
ensure that they are satisfied that any recommendations made have been free from undue influence. The Board is satisfied that these
protocols were followed and as such there was no undue influence.
Godfrey Remuneration Group Pty Limited was paid $69,300 inclusive of GST for its services.
Voting and comments made at the Company's 2022 Annual General Meeting ('AGM')
At the 2022 AGM, 99.74% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2022. The
Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Remuneration policy and guiding principles
In accordance with best practice corporate governance, the structure of Senior Executive and Non-Executive Director remuneration is
separate.
Senior Executive remuneration
Our remuneration framework is designed to be competitive and encourage Senior Executives to execute the Group’s strategy and
achieve business objectives to increase shareholder value.
The Board and the People and Remuneration Committee are guided by the following objectives when making decisions regarding Senior
Executive remuneration:
Non-Executive Director remuneration
In remunerating Non-Executive Directors, we aim to ensure that we can attract and retain qualified and experienced directors having
regard to:
●
●
●
the specific responsibilities and requirements for the Board;
fees paid to Non-Executive Directors of other comparable Australian companies; and
the size and complexity of the Group’s operations.
Remuneration mix and components
Our executive remuneration framework is summarised below and includes components of remuneration which are structured to motivate
executives to deliver sustained returns through a mix of short-term and long-term incentives.
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ANNUAL REPORT 2023
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Autosports Group Limited
Directors' report
30 June 2023
Executive remuneration framework
Fixed remuneration (‘Fixed REM’) – Cash
Short-term incentive (‘STI’) (at risk) – Equity Long-term incentive (‘LTI’) (at risk) – Equity
Base salary plus superannuation and other
benefits
STI is subject to financial and non-financial
performance hurdles
Granted in performance rights at the start of
the performance period
Influenced by individual skills, qualifications,
experience and performance
Subject to a culture and values gateway
hurdle
Vesting subject to an earnings per share
('EPS') performance condition
Reviewed annually
Performance measured over 12 months
Performance measured over three years
Granted in performance rights which will
vest following a 12-month deferral period
subject to the Senior Executive’s continuous
service
Market competitive base reward encourages sustainable performance in the medium to longer term and provides a retention element
The tables below illustrate the remuneration mix for the Senior Executives at target performance.
The tables below illustrate the remuneration mix for Senior Executives at maximum award.
26
AUTOSPORTS GROUP
16
DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
Company performance
In FY23, profit before tax grew 25% to $100.3 million. Statutory net profit after tax grew 22.6% to $65.4 million compared to $53.4 million
for the prior year.
Revenue grew 26.4% (2023: $2.37 billion, 2022: $1.88 billion) and service and parts revenue grew 34.6% (2023: $333 million, 2022:
$247 million).
We acquired several businesses during the year including 100% of the shares in Auckland City BMW Limited and the business and assets
of Motorline BMW, Motorline MINI, Motorline Bodyshop, Gold Coast BMW, Gold Coast MINI and Gold Coast Bodyshop. Ringwood BMW,
a new greenfield dealership and service facility, opened in early 2023. During the year, we purchased the land and buildings at 586
Wickham Street and 10 Light Street, Fortitude Valley, Queensland where our Audi Centre Brisbane dealership is located.
At year end our cash at bank was $41.99 million (2022: $90.8 million) and corporate debt was $223 million (2022: $112.5 million).
Our remuneration structure was established to reward both short-term and long-term growth with gateway hurdles of upholding cultural
and value expectations for continual improvement in corporate governance, compliance, risk management and stakeholder relationships.
It is also intended to retain skilled executives in the long-term interests of the business.
The table below shows our financial performance for the last five years.
Share performance
Earnings performance
Liquidity
Financial year
ended
30 June
Closing
share price
($)
Dividend per
share
(cents)*
Basic
earnings per
share
('EPS')
(cents)
Earnings
Before
Interest
and tax
('EBIT')
$M
Net profit
after tax
('NPAT')
$M
Return on
Equity
('ROE')
%
Cash flow
from
operations
$M
Interest
coverage
(Earnings
before
interest and
tax
('EBITDA'))
2023
2022
2021
2020
2019
2.03
1.52
2.55
1.17
1.26
19.0
16.0
9.0
-
3.0
32.55
26.56
20.86
(50.97)
5.57
133.9
96.8
79.8
(76.1)
41.5
66.6
54.6
42.4
(102.3)
11.4
13.8
10.8
10.2
(27.1)
2.3
166.0
135.0
125.8
83.8
45.3
5.53
9.10
7.13
3.54
3.29
*
100% franked at 30% corporate income tax.
(2) Senior Executive remuneration in detail
Fixed remuneration
The remuneration of Senior Executives includes a fixed component comprised of base salary, employer superannuation contributions
and other benefits associated with the provision and use of motor vehicles.
Fixed remuneration is regularly reviewed by the People and Remuneration Committee with reference to each Senior Executive’s
individual performance and, as appropriate, relevant comparative compensation in the market.
Fixed remuneration for Senior Executives is market-aligned to similar roles in companies of a comparable size, complexity and scale to
Autosports.
Short-term incentive
Set out below is an explanation of the terms and conditions applying to the STI awards for Senior Executives during the performance
period.
Overview of the STI plan
The STI plan is an ‘at-risk’ component of executive remuneration whereby, if the applicable
performance conditions are met, STI awards will be delivered in the form of performance rights
which will vest after a further deferral of one year subject to the executive’s continued service.
Participation
Executive directors and other members of senior management are eligible to participate in the
STI plan.
Performance period
1 July 2022 to 30 June 2023
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ANNUAL REPORT 2023
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Autosports Group Limited
Directors' report
30 June 2023
STI opportunity
The STI opportunities of the Senior Executives are set out below:
Name
Nick Pagent
Ian Pagent
Brent Polites
Aaron Murray
Level of performance
At target
Level of performance
At maximum
50% of base salary
20% of base salary
50% of base salary
50% of base salary
75% of base salary
45% of base salary
75% of base salary
75% of base salary
Each Senior Executive’s STI opportunity is assessed against individually weighted financial and
non-financial performance hurdles.
In relation each financial key performance indicator comprising revenue, liquidity, EBITDA and
EPS, the STI opportunity is awarded as follows:
(i) < 90% - no award
(ii) > 90% and < 100% - 30% of ‘target’ amount awarded
(iii) 100% (at target) - 100% of ‘target’ amount awarded
(iv) > 100% and < 110% - straight line pro rata between ‘target’ and ‘maximum’ amount
awarded
(v) 110% or greater - ‘maximum’ amount awarded.
Additionally, all performance matrices were assessed exclusive of new or unbudgeted
acquisitions. Non-financial KPIs were assessed based on the achievement of individual
strategic objectives and performance against set criteria. The Board retained its discretion to
determine each Senior Executive’s award including having regard to performance.
Performance conditions
Performance conditions for the initial grant include:
(i) a “gateway hurdle” of upholding our culture and values. If the gateway hurdle is not met, no
STI is awarded; and
(ii) in addition, each Senior Executive has a balanced scorecard that determines their STI
awards. These scorecards incorporate individually weighted financial and non- financial
performance hurdles determined by the Board annually. The financial hurdles relate to the
financial objectives of the Group and include targets measured against Revenue, Liquidity,
EBITDA and EPS. EPS is calculated having regard to underlying profit, which measures profit
from the Group’s ongoing operations adjusted, where the Board considers it appropriate. The
non-financial performance hurdles are aligned to each Senior Executive’s role and include
items such as reporting, safety, business and property acquisitions, culture and employee
engagement, diversity, investor relations, cybersecurity, capital management, internal audit,
operational management and contract management.
The Board has determined that the combination of financial and non-financial conditions
provides the appropriate balance between short-term financial measures and the more
strategic non-financial measures which in the medium to long-term will ultimately drive further
growth and returns for shareholders.
Measurement of performance
conditions
Following the end of the financial year, the People and Remuneration Committee assesses the
performance of Senior Executives against the performance conditions set by the Board and
determines the award for the Senior Executives for the initial grant and, therefore, the number
of performance rights to be granted.
Delivery of STI awards
Performance rights
Following measurement against performance conditions, STI awards are delivered in the form
of performance rights which vest following a deferral period of 12 months subject to a
continuous service condition.
Upon vesting, each performance right entitles the Senior Executive to one ordinary share in the
Company. The Board has the discretion to settle performance rights with a cash equivalent
payment.
Performance rights are granted for nil consideration and no amount is payable on vesting.
28
AUTOSPORTS GROUP
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DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
Number of performance rights to be
granted
The number of performance rights to be granted to Senior Executives is determined by dividing
any STI award that the executive becomes entitled to receive by the volume weighted average
price (‘VWAP’) of shares traded on the ASX during the 10 trading days following the release of
the Group’s FY23 audited results.
Dividend and voting rights
Performance rights do not carry dividend or voting rights prior to vesting. Shares allocated on
vesting carry the same dividend and voting rights as other shares.
Treatment on cessation of
employment
If a Senior Executive ceases to be employed during the 12 month deferral period, the following
treatment will apply, unless the Board determines otherwise:
(i) if they resign or are summarily terminated, all of their rights will lapse; or
(ii) if they cease employment in any other circumstance, a pro rata portion (for the portion of the
performance period elapsed) of unvested rights will remain on foot and will vest in the ordinary
course.
Change of control
The Board may determine that all or a specified number of a Senior Executive’s performance
rights will vest or cease to be subject to restrictions where there is a change of control event.
Clawback and preventing
inappropriate benefits
The Board has broad clawback powers if, for example, the Senior Executive has acted
fraudulently or dishonestly or there is a material financial misstatement.
Percentage of STI awarded and forfeited for Senior Executives during the financial year
Details of the STI outcomes received by Senior Executives during the financial year are outlined in the table below.
Senior Executives
Nick Pagent
Ian Pagent
Brent Polites
Aaron Murray
Year
2023
2022
2023**
2022
2023***
2022
2023
2022
Maximum
potential STI
bonus
($)*
Percentage of
target STI
award
granted
Percentage of
maximum STI
award
granted
Percentage of
maximum STI
award
forfeited
STI award
($)
525,000
525,000
180,000
180,000
187,500
-
318,750
318,750
514,500
408,800
-
141,000
186,000
-
318,750
255,000
100%
88%
-
91%
100%
-
100%
91%
98%
78%
-
78%
99%
-
100%
80%
2%
22%
100%
22%
1%
-
-
20%
*
**
***
The maximum potential bonus is determined by reference to the maximum STI opportunity available to each Senior Executive as a
percentage of their base salary.
In accordance with terms of STI Plan, Ian’s entitlement to participate in the FY23 STI Plan was forfeited upon retiring from his
executive position on 31 January 2023).
Brent Polites' participation in the STI Plan commenced on 1 January 2023.
Long-term incentive
Set out below is an explanation of the terms and conditions applying to the LTI awards for Senior Executives during the performance
period.
Overview of the LTI plan
The LTI plan is an ‘at-risk’ equity component of executive remuneration which is subject to the
satisfaction of a long-term performance condition.
Participation
Executive directors and other members of senior management are eligible to participate in the
LTI plan.
LTI opportunity
The LTI opportunity of the Senior Executives is set out below:
19
ANNUAL REPORT 2023
29
Autosports Group Limited
Directors' report
30 June 2023
Nick Pagent
Ian Pagent
Brent Polites
Aaron Murray
75% of base salary
45% of base salary
45% of base salary
45% of base salary
Instrument
Upon vesting, each performance right entitles the Senior Executive to one ordinary share in the
Company. The Board has the discretion to settle performance rights with a cash equivalent
payment.
Performance rights are granted for nil consideration and no amount is payable on vesting.
Number of performance rights to be
granted
The number of performance rights granted to each Senior Executive will be determined by
dividing the LTI award opportunity (calculated as a percentage of the Senior Executive’s base
salary) by the VWAP of shares traded on the ASX during the 10 trading days following the
release of the Group’s full year results for that financial year.
Performance period
LTI grants have a three-year performance period, which commences on 1 July of the year they
are granted.
Performance conditions
Performance rights will be tested against the compound annual growth rate (‘CAGR’) of the
Group’s underlying EPS.
The percentage of performance rights that vest, if any, will be determined by reference to the
following vesting schedule, subject to any adjustments for abnormal or unusual profit items that
the Board, in its absolute discretion, considers appropriate:
CAGR of the Company’s
underlying EPS over
the performance period
Percentage of performance rights that vest
Less than 7%
7% (threshold performance)
Between 7% and 15%
15% or above (maximum performance) 100%
Nil
50%
Straight-line pro rata vesting between 50% and 100%
The Board will arrange for the performance condition to be tested following the release of the
Company’s full year results. Any rights that remain unvested at the end of the performance
period will lapse immediately.
A continuous service condition also applies to the performance rights, subject to the cessation
of employment provisions described below.
The EPS performance condition has been chosen as it provides evidence of the Company’s
growth in earnings and is directly linked to shareholder returns.
Measurement and testing of
performance conditions
To measure the EPS performance condition, financial results are extracted by reference to the
Company’s audited financial statements. The use of financial statements ensures the integrity
of the measure and alignment with the financial performance of the Company.
EPS is calculated having regard to underlying profit, which measures profit from the Group’s
ongoing operations adjusted, where the Board considers it appropriate.
Dividend and voting rights
The performance rights do not carry dividend or voting rights prior to vesting. Shares allocated
on vesting carry the same dividend and voting rights as other shares.
Treatment on cessation of
employment
If an executive ceases to be employed before the executive’s performance rights vest, the
following treatment will apply, unless the Board determines otherwise:
(i) if the executive resigns or is summarily terminated, all their performance rights will lapse; or
(ii) if the executive ceases employment in any other circumstances including retirement, a pro
rata portion (for the portion of the performance period elapsed) of their rights will remain on foot
and will be tested after the end of the performance period against the performance condition.
30
AUTOSPORTS GROUP
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DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
Change of control
The Board may determine that all or a specified number of a Senior Executive’s performance
rights will vest or cease to be subject to restrictions where there is a change of control event.
Clawback and preventing
inappropriate benefits
The Board has broad clawback powers if, for example, the Senior Executive has acted
fraudulently or dishonestly or there is a material financial misstatement.
Executive service agreements
Each Senior Executive is party to a written executive service agreement with the Company. The key terms are set out below.
Base salary
Nick Pagent – $700,000 per annum base salary plus other benefits valued at $87,407.
Brent Polites - $500,000 per annum base salary plus other benefits valued at $87,000 (from 1
January 2023).
Aaron Murray – $425,000 per annum base salary plus other benefits valued at $95,418.
Periods of notice required to
terminate and
termination payments
Nick Pagent – either party may terminate the contract by giving 12 months’ notice.
Brent Polites – either party may terminate the contract by giving 6 months’ notice.
Aaron Murray – either party may terminate the contract by giving 3 months’ notice.
The Company may terminate immediately in certain circumstances, including where the
relevant senior executive engages in serious or wilful misconduct.
FY24 Senior Executive remuneration
There are no proposed changes to the remuneration structure of Senior Executives for FY24.
(3) Non-Executive Director remuneration
Principles of Non-Executive Director remuneration
As outlined in section 2, in remunerating Non-Executive Directors, we aim to attract and retain qualified and experienced directors having
regard to:
●
●
●
the specific responsibilities and requirements for the Board;
fees paid to Non-Executive of other comparable Australian companies; and
the size and complexity of the Group’s operations.
Non-Executive Director remuneration for the financial year
Board fees
The current Non-Executive Director fee pool is set at $800,000 per annum. The Non-Executive Directors’ fees are $200,000 for the
Chairman and $100,000 for other Non-Executive Directors (including superannuation) per annum.
Directors may be remunerated for reasonable travel and other expenses incurred in attending to the Group’s affairs and any additional
services outside the scope of Board and Committee duties they provide.
In order to maintain their independence, Non-Executive Directors do not have any ‘at risk’ remuneration component. We do not pay
benefits (other than statutory entitlements) on retirement to Non-Executive Directors.
Committee fees
Non-Executive Directors are paid Committee fees of $20,000 (including superannuation) per annum for the Chair of each Board
Committee. Directors do not receive additional fees for being a member of a Board Committee.
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Autosports Group Limited
Directors' report
30 June 2023
(4) Statutory remuneration disclosures
KMP remuneration
The following table sets out the statutory disclosures in accordance with the Accounting Standards for the financial year.
Short-term employee benefits
Cash paid
salary/fees
$
Non-
monetary¹
$
Post-
employment
benefits
Super-
annuation
$
Share-based
payments
Long service
leave
$
Rights²
$
Total
$
Non-Executive Directors
James Evans
Marina Go
Robert Quant
Ian Pagent
Tom Pockett
Senior Executives
Nick Pagent
Ian Pagent
Brent Polites
Aaron Murray
2023
20223
2023
2022
2023
2022
20234
2022
20227
2023
2022
20235
2022
20236
2022
2023
2022
180,989
132,855
108,590
109,091
108,590
109,091
31,326
-
90,000
700,000
594,231
259,357
300,000
230,769
-
425,000
395,192
-
-
-
-
-
-
-
-
-
62,115
69,817
37,489
61,717
16,566
-
70,126
61,317
19,011
13,285
11,410
10,909
11,410
10,909
3,289
-
-
25,292
23,568
17,492
23,568
12,646
-
25,292
23,568
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
200,000
146,140
120,000
120,000
120,000
120,000
34,615
-
90,000
11,800
21,399
(35,453)
6,447
6,514
-
7,167
12,065
1,039,500
933,800
(266,990)
321,000
298,500
-
510,000
446,250
1,838,707
1,642,815
11,895
712,732
564,995
-
1,037,585
938,392
1
2
3
4
5
6
7
The amounts disclosed as non-monetary benefits includes things such as motor vehicle, motor vehicle insurance, fringe benefit
tax on motor vehicle and fuel allowance.
The value of rights granted to the Senior Executives is based on the fair value estimate on grant date.
Represents remuneration from 5 August 2021.
Represents remuneration from 1 February 2023.
Represents remuneration until 31 January 2023.
Represents remuneration from 1 January 2023.
Represents remuneration until 30 November 2021.
There were no termination benefits provided in the financial year.
Movements in performance rights held by KMPs
The following table shows the changes in performance rights granted to KMPs during the financial year including the performance rights
on issue and subject to exercise at a later date.
The Non-Executive Directors do not hold performance rights, except for Ian Pagent who continues to hold a pro-rated portion of
performance rights that were entitled to remain in the applicable STI and LTI Plan in accordance with its terms following his retirement
from his executive position.
Brent Polites was appointed as KMP on 1 January 2023 and is entitled to participate in the FY23 STI Plan and FY23 LTI Plan pro-rated
for the applicable performance periods from 1 January 2023. Performance rights in respect of these plans will be granted in FY2024 and
reported in the FY2024 remuneration report.
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AUTOSPORTS GROUP
22
DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
Performance rights awarded, vested and lapsed/forfeited during the year and available for exercise in future years are detailed below.
Grant date
Performance
period
Rights held
at the start of
the financial
year
Fair value on
grant date
Rights
granted
Rights
exercised
Rights held
at the end of
the financial
year
Rights lapsed
or forfeited*
Nick Pagent
LTI - FY20
11 Dec 2019
LTI - FY21
9 Dec 2020
LTI - FY22
15 Dec 2021
STI - FY21
17 Dec 2021
LTI - FY23
16 Dec 2022
STI - FY22
16 Dec 2022
Ian Pagent
LTI - FY20
11 Dec 2019
LTI - FY21
9 Dec 2020
LTI - FY22
15 Dec 2021
STI - FY21
17 Dec 2021
LTI - FY23
16 Dec 2022
STI - FY22
16 Dec 2022
Aaron Murray
LTI - FY20
11 Dec 2019
LTI - FY21
9 Dec 2020
LTI - FY22
15 Dec 2021
STI - FY21
17 Dec 2021
LTI - FY23
16 Dec 2022
STI - FY22
16 Dec 2022
1 July 2019 -
30 June 2022
1 July 2020 -
30 June 2023
1 July 2021 -
30 June 2024
1 July 2021 -
30 June 2022
1 July 2022 -
30 June 2025
1 July 2022 -
30 June 2023
1 July 2019 -
30 June 2022
1 July 2020 -
30 June 2023
1 July 2021 -
30 June 2024
1 July 2021 -
30 June 2022
1 July 2022 -
30 June 2025
1 July 2022 -
30 June 2023
1 July 2019 -
30 June 2022
1 July 2020 -
30 June 2023
1 July 2021 -
30 June 2024
1 July 2021 -
30 June 2022
1 July 2022 -
30 June 2025
1 July 2022-
30 June 2023
$1.44
304,465
$1.40
350,467
$2.18
232,419
$2.18
157,779
-
-
-
-
(304,465)
-
-
(157,779)
-
254,028
-
$2.05
$2.05
-
-
-
-
-
-
350,467
232,419
-
254,028
-
1,045,130
197,803
451,831
-
(462,244)
-
-
197,803
1,034,717
$1.44
202,977
$1.40
233,644
$2.18
79,686
$2.18
68,619
-
-
-
-
(121,788)
(81,189)
-
-
-
(112,662)
120,982
(37,517)
42,169
(68,619)
-
-
$2.05
$2.05
-
87,095
-
(70,010)
17,085
-
584,926
68,224
155,319
-
(190,407)
(28,038)
(329,416)
40,186
220,422
$1.44
114,175
$1.40
131,425
$2.18
84,662
$2.18
59,661
-
-
-
-
(114,175)
-
-
(59,661)
$2.05
$2.05
-
92,538
-
-
389,923
123,385
215,923
-
(173,836)
-
-
-
-
-
-
-
-
131,425
84,662
-
92,538
123,385
432,010
All performance rights outstanding at year end were unvested.
* Upon Ian Pagent’s retirement as an executive on 31 January 2023, Ian was entitled to retain a pro-rated number of performance rights
proportionate to the part of the performance period served, and the balance was forfeited in accordance with the terms of the STI and
LTI plans.
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Autosports Group Limited
Directors' report
30 June 2023
KMP shareholdings
The following table outlines the movements in KMP ordinary shareholdings in the Company (including their related parties) for the
financial year.
Shares held at
the start of the
financial year
Received as
part of
remuneration
Additions¹
Disposals/
others2
Shares held at
the end of
financial year
-
40,833
62,499
-
-
-
39,615,703
65,644,224
154,302
1,747,095
462,244
190,407
-
173,836
88,612
-
-
100,000
-
2,450
-
-
-
-
88,612
40,833
62,499
-
-
-
(30,000)
40,177,947
65,834,631
156,752
1,890,931
107,264,656
826,487
191,062
(30,000)
108,252,205
Non-Executive Directors
James Evans
Marina Go
Robert Quant
Senior Executives
Nick Pagent
Ian Pagent
Brent Polites
Aaron Murray
1
2
On-market purchase of shares.
On-market sale of shares
(5) Transactions with KMP
Management fees
The Group received administration service fees in relation to shared administration staff managing properties outside of the Group that
are owned by Ian and Nick Pagent.
Related party management fee
Fee type
GFB Properties Pty Ltd
Autohaus Prestige Five Dock Pty Ltd
Audi Parramatta Property Holdings Pty Ltd
Audi Parramatta Properties 2 Pty Ltd
Autosports Properties Leichhardt Pty Ltd
New Centenary Properties Pty Ltd
NDI Properties Pty Ltd
Property management service
Property management service
Property management service
Property management service
Property management service
Property management service
Property management service
The Group received
management fees
$
12,600
25,200
12,600
12,600
25,200
12,600
12,600
113,400
34
AUTOSPORTS GROUP
24
DIRECTORS’ REPORT continued30 June 2023
Autosports Group Limited
Directors' report
30 June 2023
Related party leases
During the financial year, the Group had operating lease agreements on normal commercial terms with various entities owned by Ian and
Nick Pagent.
Related party operating leases
Property location
The Group paid
rental fees
$
GFB Properties Pty Ltd
Autohaus Prestige Five Dock Pty Ltd
Audi Parramatta Property Holdings Pty Ltd
Audi Parramatta Properties 2 Pty Ltd
Autosports Properties Leichhardt Pty Ltd
New Centenary Properties Pty Ltd
3-7 Parramatta Rd, Five Dock NSW
34-36 Spencer St, Five Dock NSW, Unit C 2 Packard Ave,
Castle Hill NSW, and 26-28 Chard Road, Brookvale NSW
49-51 Church St, Parramatta NSW
13 Church St, Parramatta NSW
531-571 Parramatta Rd, Leichhardt NSW
135 Moggill Rd, Toowong QLD and 45 Dickson Street,
Artarmon NSW
During the financial year, the Group paid the following marketing expenses to an entity controlled by Ian Pagent.
Related party purchases
Customer events
New Bathers Pavilion Balmoral Pty Ltd
Marketing - customers events
990,780
856,429
776,662
580,350
1,388,886
3,136,790
7,729,897
The Group
paid
$
211,841
The event is a luxury dining experience that Autosports Group will use to enhance customer relationships. The amount is within the
current marketing budget and strategy and will also attract marketing rebates from some of the OEMs whose customers the experience
is offered to.
This concludes the remuneration report, which has been audited.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
James Evans
Chairman
23 August 2023
Sydney
___________________________
Nicholas Pagent
Chief Executive Officer
25
ANNUAL REPORT 2023
35
36
AUTOSPORTS GROUP
AUDITOR’S INDEPENDENCE DECLARATION Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte Organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Quay Quarter Tower 50 Bridge Street Sydney, NSW, 2000 Australia Phone: +61 2 9322 7000 www.deloitte.com.au 23 August 2023 The Board of Directors Autosports Group Limited 555 Parramatta Road Leichhardt NSW 2040 Australia Dear Directors AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo AAuuttoossppoorrttss GGrroouupp LLiimmiitteedd In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Autosports Group Limited. As lead audit partner for the audit of the financial report of Autosports Group Limited for the year ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. Yours faithfully DELOITTE TOUCHE TOHMATSU DDaavviidd HHaayynneess Partner Chartered Accountants Autosports Group Limited
Consolidated statement of profit or loss and other comprehensive income
Autosports Group Limited
For the year ended 30 June 2023
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
Consolidated
Revenue
Revenue
Interest revenue
Interest revenue
Expenses
Changes in inventories
Expenses
Raw materials and consumables purchased
Changes in inventories
Employee benefits expense
Raw materials and consumables purchased
Depreciation and amortisation expense
Employee benefits expense
Impairment of property, plant and equipment
Depreciation and amortisation expense
Occupancy costs
Impairment of property, plant and equipment
Acquisition and restructure expenses
Occupancy costs
Other expenses
Acquisition and restructure expenses
Finance costs
Other expenses
Finance costs
Profit before income tax expense
Profit before income tax expense
Income tax expense
Income tax expense
Profit after income tax expense for the year
Profit after income tax expense for the year
Other comprehensive income
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Total comprehensive income for the year
Profit for the year is attributable to:
Non-controlling interest
Profit for the year is attributable to:
Owners of Autosports Group Limited
Non-controlling interest
Owners of Autosports Group Limited
Total comprehensive income for the year is attributable to:
Non-controlling interest
Total comprehensive income for the year is attributable to:
Owners of Autosports Group Limited
Non-controlling interest
Owners of Autosports Group Limited
Basic earnings per share
Diluted earnings per share
Basic earnings per share
Diluted earnings per share
Note 30 June 2023 30 June 2022
Consolidated
$'000
$'000
Note 30 June 2023 30 June 2022
$'000
2,371,296
$'000
1,875,954
5
5
2,371,296
129
1,875,954
8
129
(123,069)
(1,772,724)
(123,069)
(188,993)
(1,772,724)
(52,028)
(188,993)
(6,004)
(52,028)
(7,964)
(6,004)
(6,027)
(7,964)
(80,657)
(6,027)
(33,658)
(80,657)
(33,658)
100,301
100,301
(33,652)
(33,652)
66,649
8
(42,143)
(1,460,060)
(42,143)
(146,721)
(1,460,060)
(52,339)
(146,721)
-
(52,339)
(6,334)
-
(2,417)
(6,334)
(69,157)
(2,417)
(16,431)
(69,157)
(16,431)
80,360
80,360
(25,780)
(25,780)
54,580
66,649
54,580
(579)
(579)
(579)
(579)
66,070
66,070
1,223
65,426
1,223
65,426
66,649
66,649
1,223
64,847
1,223
64,847
66,070
-
-
-
-
54,580
54,580
1,204
53,376
1,204
53,376
54,580
54,580
1,204
53,376
1,204
53,376
54,580
66,070
Cents
54,580
Cents
Cents
32.55
32.28
32.55
32.28
Cents
26.56
26.29
26.56
26.29
6
11
6
6
11
6
6
6
7
7
19
19
20
20
20
20
31
31
31
31
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
27
notes
27
ANNUAL REPORT 2023
37
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30 JUNE 2023
Autosports Group Limited
Consolidated statement of financial position
As at 30 June 2023
Autosports Group Limited
Consolidated statement of financial position
As at 30 June 2023
Assets
Note 30 June 2023 30 June 2022
Consolidated
$'000
Consolidated
$'000
Note 30 June 2023 30 June 2022
$'000
$'000
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Current assets
Inventories
Cash and cash equivalents
Other assets
Trade and other receivables
Total current assets
Inventories
Other assets
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Non-current assets
Intangibles
Property, plant and equipment
Deferred tax
Right-of-use assets
Total non-current assets
Intangibles
Deferred tax
Total non-current assets
Total assets
Liabilities
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Current liabilities
Income tax payable
Trade and other payables
Employee benefits
Contract liabilities
Borrowings
Income tax payable
Lease liabilities
Employee benefits
Total current liabilities
Borrowings
Lease liabilities
Total current liabilities
Non-current liabilities
Trade and other payables
Deferred tax
Non-current liabilities
Employee benefits
Trade and other payables
Borrowings
Deferred tax
Lease liabilities
Employee benefits
Total non-current liabilities
Borrowings
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
Total liabilities
Equity
Net assets
Issued capital
Reserves
Accumulated losses
Equity attributable to the owners of Autosports Group Limited
Non-controlling interest
Equity
Issued capital
Reserves
Accumulated losses
Equity attributable to the owners of Autosports Group Limited
Non-controlling interest
Total equity
Total equity
8
9
10
8
9
10
11
12
13
7
11
12
13
7
14
7
15
16
17
14
7
15
16
17
14
7
15
16
17
14
7
15
16
17
18
19
18
19
20
20
41,999
89,569
373,755
41,999
17,660
89,569
522,983
373,755
17,660
522,983
295,519
227,846
551,638
295,519
21,343
227,846
1,096,346
551,638
21,343
1,619,329
1,096,346
90,817
58,731
217,454
14,617
381,619
90,817
58,731
217,454
14,617
381,619
172,298
203,147
445,784
21,721
842,950
172,298
203,147
445,784
21,721
1,224,569
842,950
1,619,329
1,224,569
189,396
970
13,723
189,396
25,141
970
449,104
13,723
38,194
25,141
716,528
449,104
38,194
716,528
4,594
332
3,792
4,594
195,070
332
220,608
3,792
424,396
195,070
220,608
1,140,924
424,396
152,762
1,610
17,331
152,762
20,887
1,610
249,826
17,331
36,653
20,887
479,069
249,826
36,653
479,069
-
-
3,339
-
93,936
-
198,732
3,339
296,007
93,936
198,732
296,007
775,076
478,405
1,140,924
449,493
775,076
478,405
475,637
2,761
(5,914)
475,637
472,484
2,761
5,921
(5,914)
472,484
478,405
5,921
449,493
475,637
4,506
(35,978)
475,637
444,165
4,506
5,328
(35,978)
444,165
449,493
5,328
478,405
449,493
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
28
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
28
AUTOSPORTS GROUP
38
CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2023
Autosports Group Limited
Consolidated statement of changes in equity
For the year ended 30 June 2023
Autosports Group Limited
Consolidated statement of changes in equity
For the year ended 30 June 2023
Consolidated
Balance at 1 July 2021
Consolidated
Profit after income tax expense for the year
Balance at 1 July 2021
Other comprehensive income for the year, net of tax
-
475,637
-
Profit after income tax expense for the year
Total comprehensive income for the year
Other comprehensive income for the year, net of tax
Transactions with owners in their capacity as
Total comprehensive income for the year
owners:
Share-based payments (note 19)
Transactions with owners in their capacity as
Dividends paid (note 21)
owners:
Share-based payments (note 19)
Balance at 30 June 2022
Dividends paid (note 21)
-
-
-
-
-
-
-
475,637
-
Issued
capital
$'000
Issued
capital
$'000
Reserves
$'000
475,637
Reserves
3,306
$'000
Balance at 30 June 2022
Consolidated
Balance at 1 July 2022
Consolidated
475,637
Issued
capital
$'000
Issued
capital
$'000
Reserves
$'000
475,637
Reserves
4,506
$'000
Profit after income tax expense for the year
Balance at 1 July 2022
Other comprehensive income for the year, net of tax
-
475,637
-
Profit after income tax expense for the year
Total comprehensive income for the year
Other comprehensive income for the year, net of tax
Transactions with owners in their capacity as
Total comprehensive income for the year
owners:
Share-based payments (note 19)
Transactions with owners in their capacity as
Transfer to accumulated losses
owners:
Dividends paid (note 21)
Share-based payments (note 19)
Transfer to accumulated losses
Balance at 30 June 2023
Dividends paid (note 21)
-
-
-
-
-
-
-
-
-
475,637
-
-
4,506
(579)
-
(579)
(579)
(579)
(348)
(818)
-
(348)
(818)
2,761
-
-
3,306
-
-
-
-
-
1,200
-
1,200
4,506
-
4,506
Accumulated
losses
$'000
Accumulated
losses
$'000
(61,214)
Non-
controlling
interest
Non-
$'000
controlling
interest
$'000
4,376
Total equity
$'000
Total equity
422,105
$'000
53,376
(61,214)
-
53,376
53,376
-
53,376
-
(28,140)
-
(35,978)
(28,140)
(35,978)
Accumulated
losses
$'000
Accumulated
losses
$'000
(35,978)
65,426
(35,978)
-
65,426
65,426
-
65,426
-
818
(36,180)
-
818
(5,914)
(36,180)
1,204
4,376
-
1,204
1,204
-
1,204
-
(252)
-
5,328
(252)
5,328
Non-
controlling
interest
Non-
$'000
controlling
interest
$'000
5,328
1,223
5,328
-
1,223
1,223
-
1,223
-
-
(630)
-
-
5,921
(630)
54,580
422,105
-
54,580
54,580
-
54,580
1,200
(28,392)
1,200
449,493
(28,392)
449,493
Total equity
$'000
Total equity
449,493
$'000
66,649
449,493
(579)
66,649
66,070
(579)
66,070
(348)
-
(36,810)
(348)
-
478,405
(36,810)
Balance at 30 June 2023
475,637
2,761
(5,914)
5,921
478,405
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
29
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
29
ANNUAL REPORT 2023
39
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2023
Autosports Group Limited
Consolidated statement of cash flows
For the year ended 30 June 2023
Autosports Group Limited
Consolidated statement of cash flows
For the year ended 30 June 2023
Cash flows from operating activities
Profit before income tax expense for the year
Cash flows from operating activities
Profit before income tax expense for the year
Adjustments for:
Depreciation and amortisation
Impairment of property, plant and equipment
Adjustments for:
Net loss on disposal of property, plant and equipment
Depreciation and amortisation
Share-based payments
Impairment of property, plant and equipment
Interest received
Net loss on disposal of property, plant and equipment
Interest and other finance costs
Share-based payments
Interest received
Interest and other finance costs
Note 30 June 2023 30 June 2022
Consolidated
$'000
Consolidated
$'000
Note 30 June 2023 30 June 2022
$'000
100,301
$'000
80,360
6
6
6
6
6
6
100,301
52,028
6,004
2,667
52,028
938
6,004
(129)
2,667
33,658
938
(129)
195,467
33,658
80,360
52,339
-
1,555
52,339
2,811
-
(8)
1,555
16,431
2,811
(8)
153,488
16,431
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventories
Change in operating assets and liabilities:
Increase in other operating assets
Decrease/(increase) in trade and other receivables
Increase in trade and other payables
Decrease/(increase) in inventories
Increase/(decrease) in contract liabilities
Increase in other operating assets
Increase in employee benefits
Increase in trade and other payables
Increase/(decrease) in bailment finance
Increase/(decrease) in contract liabilities
Increase in employee benefits
Increase/(decrease) in bailment finance
Interest received
Interest and other finance costs paid
Income taxes paid
Interest received
Interest and other finance costs paid
Net cash from operating activities
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Net cash used in investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
Dividends paid
Dividends paid to non-controlling interest
On market share purchase to settle share-based payments
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
Dividends paid
Dividends paid to non-controlling interest
On market share purchase to settle share-based payments
Net cash from/(used in) financing activities
28
11
28
11
32
32
32
21
20
19
32
32
32
21
20
19
Net cash from/(used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
Effects of exchange rate changes on cash and cash equivalents
195,467
(25,414)
(123,069)
(2,443)
(25,414)
28,913
(123,069)
(640)
(2,443)
2,539
28,913
164,275
(640)
2,539
239,628
164,275
129
(33,658)
239,628
(40,097)
129
(33,658)
(40,097)
166,002
153,488
16,718
42,143
(4,782)
16,718
8,541
42,143
783
(4,782)
1,680
8,541
(41,897)
783
1,680
176,674
(41,897)
8
(16,431)
176,674
(25,217)
8
(16,431)
(25,217)
135,034
166,002
(116,791)
(133,666)
-
(116,791)
(133,666)
-
(250,457)
135,034
(20,211)
(69,127)
1,165
(20,211)
(69,127)
(88,173)
1,165
(250,457)
136,049
(25,709)
(36,861)
(36,180)
(630)
(1,182)
136,049
(25,709)
(36,861)
(36,180)
(630)
35,487
(1,182)
(88,173)
40,709
(29,174)
(34,420)
(28,140)
(252)
(1,611)
40,709
(29,174)
(34,420)
(28,140)
(252)
(52,888)
(1,611)
35,487
(48,968)
90,817
150
(48,968)
90,817
41,999
150
(52,888)
(6,027)
96,844
-
(6,027)
96,844
90,817
-
Cash and cash equivalents at the end of the financial year
41,999
90,817
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
30
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
30
AUTOSPORTS GROUP
40
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 1. General information
The financial statements cover Autosports Group Limited as a consolidated entity consisting of Autosports Group Limited (the 'Company'
or 'parent entity') and the entities it controlled at the end of, or during, the financial year (collectively referred to as the 'Group'). The
financial statements are presented in Australian dollars, which is Autosports Group Limited's functional and presentation currency.
Autosports Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
Autosports Group Head Office
555 Parramatta Road
Leichhardt NSW 2040
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of
the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 23 August 2023. The directors have
the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and
Interpretations did not have any significant impact on the financial performance or position of the Group during the financial year ended
30 June 2023.
Net current asset deficiency
The directors have prepared the financial statements on the going concern basis, which assumes continuity of normal business activities
and the realisation of assets and the settlement of liabilities in the ordinary course of business. The statement of financial position
reflects an excess of current liabilities over current assets of $193,545,000 as at 30 June 2023 (2022: $97,450,000).
During the financial year ended 30 June 2023, the Group made a profit after income tax expense of $66,649,000 (2022: profit after
income tax expense of $54,580,000).
The directors have reviewed the cash flow forecast for the Group at least through to 30 August 2024. The forecast indicates that the
Group will generate net positive operating cash inflows and operate within its overall finance facilities and that the Group will, therefore,
be able to pay its debts as and when they fall due after considering the following factors:
●
●
●
●
●
during the financial year the Group generated $166,002,000 (2022: $135,034,000) of cash flow from operating activities;
during the financial year the Group used $116,791,000 of available cash to fund business acquisitions which will contribute to future
cashflows and $133,666,000 to fund additions to property, plant and equipment;
as at 30 June 2023, the Group has undrawn capital finance facilities of $15,200,000 (2022: $15,199,000) out of which $11,200,000
is earmarked for specific purposes and undrawn bailment finance facilities of $196,352,000 (2022: $281,715,000);
as at 30 June 2023, the Group has cash and cash equivalents amounting to $41,999,000 (2022: $90,817,000);
the Group has the continuing support of its financiers.
The directors have concluded that it is appropriate to prepare the financial statements on the going concern basis, as they believe that
the Group will comply with its future financial covenants and be able to pay its debts as and when they become due and payable from
cash flows from operations and available finance facilities for at least 12 months from the date of approval of these financial statements.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-
profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention.
31
ANNUAL REPORT 2023
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary
information about the parent entity is disclosed in note 34.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Autosports Group Limited as at 30 June
2023 and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the
loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value
of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other
comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses incurred by the Group
are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in
the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the
consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the
internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to
operating segments and assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Autosports Group Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The
revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate
the rate at the date of the transaction, for the period. All resulting foreign exchange differences are recognised in other comprehensive
income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign
operation or net investment is disposed of.
42
AUTOSPORTS GROUP
32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for
transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer;
identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable
consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the
relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance
obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and
refunds, and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount'
method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the
extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The
measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts
received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund
liability.
New, demonstrator and used vehicles
Revenue from the sale of vehicles is recognised at the point in time when the buyer obtains control of the goods, which is generally at
the time of delivery of the vehicle.
Parts and service
Revenue from the sale of parts is recognised at the point in time when the buyer obtains control of the goods, which is generally at the
time of delivery of the goods.
Service work on customers' vehicles is carried out under instructions from the customer. Service revenue is recognised over time based
on either a fixed price or an hourly rate. Revenue arising from the sale of parts fitted to customers’ vehicles during service is recognised
at the point in time upon delivery of the fitted parts to the customer upon completion of the service.
Other revenue
i) Aftermarket accessories and other revenue
Aftermarket accessories and other revenue are recognised at the point in time when they are delivered to the customer. Aftermarket
accessories relate to items fitted at the dealership and include products such as window tinting, mud flaps and paint protection.
ii) Finance and insurance revenue
Finance and insurance commissions are recognised at the point in time, usually in the period in which the related sale or rendering of
service is provided. Finance and insurance commissions are received from finance companies and insurance companies as commission
payments on products sold to customers.
iii) Agency commission
Agency commission represents fees from third parties where the Group acts as an agent by arranging a third party to provide goods and
services to a customer. In such cases, the Group is not primarily responsible for providing the underlying good or service to the
customer. Agency commission is recognised on an accrual basis on completion of the referral or when the commission is received.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost
of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial
asset.
Commercial income and rebates
Volume related and vehicle specific bonuses and rebates are credited to the carrying value of inventory to which they relate. Once the
inventory is sold, the amount is then recognised in cost of goods sold in profit or loss. Bonuses and rebates are recognised when the
right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax
rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax
losses and the adjustment recognised for prior periods, where applicable.
33
ANNUAL REPORT 2023
43
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are
recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that
is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the
reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
●
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.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets
recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be
recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable
profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax
liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable
entity or different taxable entities which intend to settle simultaneously.
Trade and other receivables
Trade receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method,
less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses (ECL), which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
For all other financial instruments, the Group recognises lifetime ECL when there has been a significant increase in credit risk since
initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group
measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Other receivables
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal
operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or
the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the
reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the
purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the
settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value.
Inventories
New and demonstrator vehicles
New and demonstrator vehicles are stated at the lower of cost and net realisable value. Costs are assigned on the basis of specific
identification. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.
44
AUTOSPORTS GROUP
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
Used vehicles
Used vehicles are stated at the lower of cost and net realisable value on a unit-by-unit basis. Cost comprises of purchase and delivery
costs, net of rebates and discounts received or receivable.
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. The age of the car is considered in determining the selling price of used cars.
Spare parts and accessories
Spare parts and accessories are stated at the lower of cost and net realisable value. Costs are assigned to individual items on the basis
of weighted average cost. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.
Other inventory
Other inventory includes work in progress held at the lower of cost and net realisable value. Costs are assigned to individual customers
on the basis of specific identification. Cost includes labour incurred to date and consumables utilised during the service.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated 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. All other repairs and maintenance are charged to profit or loss during the
financial period in which they are incurred.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land)
over their expected useful lives as follows:
Buildings
Leasehold improvements
Plant and equipment
Furniture, fixtures and fittings
Motor vehicles
40 years
over the estimated useful life
3 - 10 years
2 - 10 years
4 - 8 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains
and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises
the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of
any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs
expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the
asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the
depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease
liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12
months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of
the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised
and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less
amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are
measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives
of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for
prospectively by changing the amortisation method or period.
35
ANNUAL REPORT 2023
45
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more
frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment
losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating
units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested
for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the
cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of
any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the
unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on
disposal.
Customer relationships
Customer relationships acquired in a business combination are amortised on a straight-line basis over the period of their expected
benefit, being their finite useful life of five years. Customer assets are made up of complementary customer relationships and databases
in the servicing and parts business.
Impairment of non-financial assets
Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances
indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value
of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which
the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year and
which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are
unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a customer
pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration (whichever is earlier)
before the Group has transferred the goods or services to the customer.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
Loans and borrowings are derecognised from the statement of financial position when the obligation specified in the contract is
discharged, cancelled or expired. The difference between the carrying amount and any consideration paid is recognised in profit or loss.
Vehicles secured under bailment plans are provided to the Group under bailment agreements with floor plan loan providers. The Group
obtains title to the vehicles immediately prior to sale. Vehicles financed under bailment plans are recognised as inventory with the
corresponding floor plan liability owing to the finance providers. Floor plan finance facilities are available for drawdown by specified
dealerships on a vehicle by vehicle basis, with repayment as it relates to an individual vehicle required immediately after the vehicle is
sold.
Finance costs are expensed in the period in which they are incurred.
46
AUTOSPORTS GROUP
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the
lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be
readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees,
exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a
change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty
of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of
use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the
Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount
recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking
into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using
a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance
cost.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly
within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at
the present value of expected future payments to be made in respect of services provided by employees up to the reporting date.
Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected
future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and
currency that match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of
services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Black-
Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, 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, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees
to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period.
The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of
awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the
cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are
considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional
expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based
compensation benefit as at the date of modification.
37
ANNUAL REPORT 2023
47
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation.
If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense
for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is
recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if
they were a modification.
Issued capital
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.
Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the Company.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other
assets are acquired.
The acquisition method of accounting is used to account for business combinations when the acquired set of activities and assets meets
the definition of a business and control is transferred to the Group. To determine whether a set of activities and assets constitutes a
business, the Group has the choice to apply a `concentration test', which is met if substantially all of the fair value of the gross assets
acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Alternatively, to determine if a business has
been acquired, the Group assesses whether (as a minimum) an input and substantive process has been acquired and whether there is
an ability to produce outputs from these.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or
liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For
each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of
the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other
pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the
acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair
value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified
as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the
acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised
as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets
acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the
acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling
interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts
recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about
the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from
the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
48
AUTOSPORTS GROUP
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 2. Significant accounting policies (continued)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Autosports Group Limited, excluding any costs
of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income
tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of
additional ordinary shares that would have been outstanding assuming conversion of all dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from
the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or
payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are
recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to
the nearest thousand dollars, or in certain cases, the nearest dollar.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not
been early adopted by the Group for the annual reporting period ended 30 June 2023. The adoption of these Accounting Standards and
Interpretations is not expected to have any significant impact on the Group’s financial statements.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets,
liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements,
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
(refer to the respective notes) within the next financial year are discussed below.
Goodwill
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill has suffered
any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been
determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates
based on the current cost of capital and growth rates of the estimated future cash flows. Refer to note 13 for further information.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised
in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be
exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In
determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to
exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the
asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties;
existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is
reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant
change in circumstances.
39
ANNUAL REPORT 2023
49
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 4. Operating segments
The Group's operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are
identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.
The directors have determined that there is only one operating segment identified and located in Australia and New Zealand, being
motor vehicle retailing. The information reported to the CODM is the consolidated results of the Group. The segment results are
therefore shown throughout these financial statements and not duplicated here.
Refer to note 5 for information on revenue from the Group's products and services.
Major customers
There are no major customers for the Group representing more than 10% of the Group’s revenue.
Note 5. Revenue
Consolidated
30 June 2023 30 June 2022
$'000
$'000
1,435,427
543,348
175,147
157,508
59,866
1,139,845
444,082
126,300
120,866
44,861
2,371,296
1,875,954
Consolidated
30 June 2023 30 June 2022
$'000
$'000
2,204,258
167,038
1,875,954
-
2,371,296
1,875,954
2,213,788
157,508
1,755,088
120,866
2,371,296
1,875,954
Revenue for contracts with customers
New and demonstrator vehicles
Used vehicles
Parts
Service
Other revenue
Revenue
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Geographical regions
Australia
New Zealand
Timing of revenue recognition
Revenue recognised at a point in time
Revenue recognised over time
50
AUTOSPORTS GROUP
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 6. Expenses
Profit before income tax includes the following specific expenses:
Depreciation
Buildings
Leasehold improvements
Plant and equipment
Furniture, fixtures and fittings
Motor vehicles
Right-of-use assets
Total depreciation
Amortisation
Customer relationships
Total depreciation and amortisation
Share-based payments expense
Share-based payment expenses in relation to directors, executives and employees
Finance costs
Floor plan interest
Interest charges on lease liabilities
Corporate interest
Total finance costs expensed
Net loss on disposal
Net loss on disposal of property, plant and equipment
Leases
Variable lease payments
Short-term lease payments
Rental outgoings
Superannuation expense
Defined contribution superannuation expense
Other provisions
Inventory write down to net realisable value
Consolidated
30 June 2023 30 June 2022
$'000
$'000
1,454
5,432
3,035
1,598
1,563
35,579
1,020
3,796
3,181
1,033
1,191
38,150
48,661
48,371
3,367
3,968
52,028
52,339
938
2,811
15,126
9,408
9,124
4,990
7,101
4,340
33,658
16,431
2,667
1,555
843
293
6,828
7,964
401
589
5,344
6,334
15,719
12,277
1,565
708
Included in 'raw materials and consumables' in profit or loss is $25,839,000 (2022: $20,864,000) of salaries and wages relating to direct
service labour costs.
41
ANNUAL REPORT 2023
51
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 7. Income tax
Income tax expense
Current tax
Deferred tax - origination and reversal of temporary differences
Aggregate income tax expense
Deferred tax included in income tax expense comprises:
Increase in deferred tax assets
Decrease in deferred tax liabilities
Deferred tax - origination and reversal of temporary differences
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Permanent tax differences
Share-based payments
Prior year temporary differences now recognised
Tax rate differential
Other
Income tax expense
Consolidated
30 June 2023 30 June 2022
$'000
$'000
35,042
(1,390)
27,828
(2,048)
33,652
25,780
(1,067)
(323)
(2,048)
-
(1,390)
(2,048)
100,301
80,360
30,090
24,108
3,065
281
33,436
554
(114)
(224)
119
843
25,070
710
-
-
33,652
25,780
52
AUTOSPORTS GROUP
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 7. Income tax (continued)
Net deferred tax asset
Net deferred tax asset comprises temporary differences attributable to:
Amounts recognised other than in equity:
Right-of-use assets
Employee benefits
Tax losses
Property, plant and equipment
Contract liabilities
Provision for warranties
Allowance for expected credit losses
Accrued expenses
Inventories
Customer relationships
Work in progress
Other items
Deferred tax asset
Movements:
Opening balance
Credited to profit or loss
Additions through business combinations (note 28)
Closing balance
Net deferred tax liability
Net deferred tax liability comprises temporary differences attributable to:
Amounts recognised other than in equity:
Customer relationships
Property, plant and equipment
Other items
Accrued expenses
Inventories
Right of return assets
Employee benefits
Deferred tax liability
Movements:
Opening balance
Credited to profit or loss
Additions through business combinations (note 28)
Closing balance
Consolidated
30 June 2023 30 June 2022
$'000
$'000
8,457
9,821
826
2,915
993
830
477
250
4
(2,099)
(197)
(934)
9,599
8,270
995
1,907
630
1,023
437
236
743
(2,049)
(149)
79
21,343
21,721
21,721
1,067
(1,445)
18,948
2,048
725
21,343
21,721
Consolidated
30 June 2023 30 June 2022
$'000
$'000
770
(2)
(3)
(6)
(116)
(118)
(193)
332
-
(323)
655
332
-
-
-
-
-
-
-
-
-
-
-
-
43
ANNUAL REPORT 2023
53
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 7. Income tax (continued)
Provision for income tax
Provision for income tax
Note 8. Trade and other receivables
Current assets
Trade receivables
Other receivables
Less: Allowance for expected credit losses
Consolidated
30 June 2023 30 June 2022
$'000
$'000
13,723
17,331
Consolidated
30 June 2023 30 June 2022
$'000
$'000
79,657
11,108
(1,196)
54,653
5,185
(1,107)
89,569
58,731
Allowance for expected credit losses
The Group has recognised a net loss of $141,000 in profit or loss in respect of the expected credit losses for the year ended 30 June
2023 (2022: Net loss of $248,000).
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Expected credit loss rate
Carrying amount
30 June 2023 30 June 2022 30 June 2023 30 June 2022 30 June 2023 30 June 2022
Allowance for expected credit
losses
Consolidated
%
%
$'000
$'000
$'000
$'000
Not overdue
0 to 2 months overdue
2 to 3 months overdue
3 to 4 months overdue
Over 4 months overdue
0.04%
6.77%
0.42%
13.57%
30.26%
0.09%
13.50%
1.80%
8.60%
65.50%
68,101
5,357
2,513
1,943
1,743
48,110
2,491
544
2,777
731
31
363
11
264
527
43
336
10
239
479
79,657
54,653
1,196
1,107
The profile of the Group's trade debtors has improved throughout the period due to improvement of supply chains and increased level of
Original Equipment Manufacturer (OEM) receivables. As a result, the calculation of expected credit loss has been revised.
Movements in the allowance for expected credit losses are as follows:
Opening balance
Provisions recognised
Receivables written off during the year as uncollectable
Unused amounts reversed
Closing balance
54
AUTOSPORTS GROUP
44
Consolidated
30 June 2023 30 June 2022
$'000
$'000
1,107
372
(52)
(231)
1,196
943
543
(84)
(295)
1,107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 9. Inventories
Current assets
New and demonstrator vehicles - at cost
Less: Write-down to net realisable value
Used vehicles - at cost
Less: Write-down to net realisable value
Spare parts and accessories - at cost
Less: Write-down to net realisable value
Other inventory - at cost
Note 10. Other assets
Current assets
Prepayments
Other cash deposits
Consolidated
30 June 2023 30 June 2022
$'000
$'000
271,815
(6,361)
265,454
80,472
(1,668)
78,804
27,928
(1,440)
26,488
136,999
(4,442)
132,557
64,274
(1,629)
62,645
21,233
(1,270)
19,963
3,009
2,289
373,755
217,454
Consolidated
30 June 2023 30 June 2022
$'000
$'000
5,008
12,652
5,134
9,483
17,660
14,617
45
ANNUAL REPORT 2023
55
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 11. Property, plant and equipment
Non-current assets
Land and buildings - at cost*
Less: Accumulated depreciation
Less: Impairment
Leasehold improvements
Less: Accumulated depreciation
Plant and equipment
Less: Accumulated depreciation
Furniture, fixtures and fittings
Less: Accumulated depreciation
Motor vehicles
Less: Accumulated depreciation
Capital work in progress - at cost
Consolidated
30 June 2023 30 June 2022
$'000
$'000
203,121
(2,876)
(6,004)
194,241
84,265
(19,548)
64,717
38,044
(16,748)
21,296
14,699
(5,251)
9,448
6,318
(2,764)
3,554
100,183
(1,421)
-
98,762
48,592
(14,539)
34,053
28,504
(14,757)
13,747
8,992
(4,321)
4,671
8,344
(2,178)
6,166
2,263
14,899
295,519
172,298
* Land and buildings represents owner-occupied premises at:
●
601 Mains Road, Macgregor, Queensland and the adjoining land 581, Mains Road, Macgregor, Queensland, from which Macgregor
Mercedes-Benz operates;
120 - 124 Pacific Highway, Waitara, NSW, from which Mercedes-Benz Hornsby operates;
363 Nepean Highway, Brighton, Victoria, from which Brighton Jaguar Land Rover operates;
62 Enterprise Drive, Bundoora, Victoria 3083 from which Bundoora BMW dealership operates;
98 O'Riordan Street, Alexandria from which Alexandria Mazda operates; and
586 Wickham Street and 10 Light Street Fortitude Valley from which Audi Centre Brisbane, Bentley Brisbane, Maserati Brisbane and
Lamborghini Brisbane operate.
●
●
●
●
●
Property acquisition:
On 15 June 2023, the Group acquired the land and buildings from which its Audi Centre Brisbane, Bentley Brisbane, Maserati Brisbane
and Lamborghini Brisbane dealerships operate. The total consideration transferred amounted to $103,877,000 including purchase taxes.
56
AUTOSPORTS GROUP
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 11. Property, plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Additions
Additions through business
combinations (note 28)
Disposals
Transfers in/(out)
Depreciation expense
Balance at 30 June 2022
Additions
Additions through business
combinations (note 28)
Disposals
Exchange differences
Impairment of assets
Transfers in/(out)
Depreciation expense
Land and
buildings
$'000
Leasehold
improve-
ments
$'000
Plant and
equipment
$'000
Furniture,
fixtures and
fittings
$'000
Motor
vehicles
$'000
Capital work
in
progress
$'000
Total
$'000
56,500
43,282
-
-
-
(1,020)
98,762
103,877
-
-
-
(6,004)
(940)
(1,454)
30,179
955
219
(1,093)
7,589
(3,796)
34,053
1,141
6,556
-
(108)
-
28,507
(5,432)
13,766
2,407
410
(163)
508
(3,181)
13,747
1,866
4,113
(1,023)
(27)
-
5,655
(3,035)
5,758
965
1
(44)
(976)
(1,033)
4,671
4,151
586
(145)
(14)
-
1,797
(1,598)
2,723
6,179
-
(1,282)
(263)
(1,191)
6,166
429
21
(1,499)
-
-
-
(1,563)
6,556
15,339
115,482
69,127
-
(138)
(6,858)
-
630
(2,720)
-
(10,221)
14,899
22,202
172,298
133,666
181
-
-
-
(35,019)
-
11,457
(2,667)
(149)
(6,004)
-
(13,082)
Balance at 30 June 2023
194,241
64,717
21,296
9,448
3,554
2,263
295,519
Property impairment arose as a result of the acquisition of 586 Wickham Street, Fortitude Valley on 15 June 2023. Due to the proximity
of the acquisition to year end there has been no opportunity for appreciation in value of the property and as such capitalised acquisition
costs including stamp duty resulted in the carrying value of the property exceeding its valuation.
Note 12. Right-of-use assets
Non-current assets
Right-of-use asset
Less: Accumulated depreciation
Consolidated
30 June 2023 30 June 2022
$'000
$'000
433,248
(205,402)
371,781
(168,634)
227,846
203,147
The Group leases dealership operating premises under agreements of between 1 to 17 years with, in some cases, options to extend.
The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.
47
ANNUAL REPORT 2023
57
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 12. Right-of-use assets (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Additions*
Additions through business combinations (note 28)
Depreciation expense
Balance at 30 June 2022
Additions/changes *
Additions through business combinations (note 28)
Exchange differences
Depreciation expense
Balance at 30 June 2023
*
Additions/changes represents lease renewals, exercise of option and rent reviews.
For other AASB 16 lease-related disclosures refer to the following:
●
●
●
●
note 6 for details of interest on lease liabilities and other lease expenses;
note 17 and note 32 for details of lease liabilities at the beginning and end of the reporting period;
note 22 for the maturity analysis of lease liabilities; and
consolidated statement of cash flows for repayment of lease liabilities.
Property
lease
$'000
215,784
14,060
11,453
(38,150)
203,147
1,342
58,126
810
(35,579)
227,846
Note 13. Intangibles
Non-current assets
Goodwill - at cost
Less: Accumulated impairment
Customer relationships - at cost
Less: Accumulated amortisation
Consolidated
30 June 2023 30 June 2022
$'000
$'000
647,894
(109,174)
538,720
41,610
(28,692)
12,918
548,126
(109,174)
438,952
32,157
(25,325)
6,832
551,638
445,784
58
AUTOSPORTS GROUP
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 13. Intangibles (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Additions through business combinations (note 28)
Amortisation expense
Balance at 30 June 2022
Additions through business combinations (note 28)
Exchange differences
Amortisation expense
Goodwill
$'000
Customer
relationships
$'000
Total
$'000
420,926
18,026
-
438,952
99,771
(3)
-
6,522
4,278
(3,968)
6,832
9,454
(1)
(3,367)
427,448
22,304
(3,968)
445,784
109,225
(4)
(3,367)
Balance at 30 June 2023
538,720
12,918
551,638
Goodwill acquired through business combinations is allocated to one group of cash-generating unit ('CGU') according to the business
segment, being motor vehicle retailing which is the lowest level at which management monitors goodwill.
The recoverable amount of the Group’s goodwill has been determined by value-in-use calculations ('VIU'). The calculations use cash
flow projections based on the business plan, prior to any future restructuring to which the Group is not yet committed, approved by
management covering a five year period and a terminal growth rate.
Key assumptions
Key assumptions are those to which the recoverable amount of an asset or cash-generating unit is most sensitive.
The following key assumptions were used in the VIU model:
(a) Earnings before interest, depreciation and amortisation ('EBITDA');
(b) Terminal growth rate of 2.0% beyond five year period (2022: 2.0%);
(c)
(d) New vehicle motor growth between FY24 to FY28 including other income and rebates of 1.5% - 20.0% (2022: (0.7%) – 14.8% FY23
Pre-tax discount rate 14.84% (2022: 15.61%); and
to FY27).
As a result of the impairment testing, management has concluded that the recoverable amount of the CGU is higher than the carrying
value of the assets, and therefore goodwill is not considered to be impaired.
Sensitivity analysis
The Group has conducted an analysis of the sensitivity of the impairment test to changes in key assumptions used to determine the
recoverable amount of goodwill. The recoverable amount exceeds the carrying amount by $200,921,000.
The directors believe that any reasonably possible change in any of the key assumptions below on which the recoverable amount is
based will cause the carrying amount to equal the recoverable amount of the CGU.
Sensitivity
VIU assumptions
VIU model equals
carrying amount
EBITDA %
Post tax discount rate
Pre-tax discount rate
Terminal growth rate
New vehicle motor growth (including rebates, aftermarket
and finance and insurance) between FY2024 to FY2028
5.3% - 5.9%
10.70%
14.84%
2.0%
1.5% - 20.0%
4.4% - 5.0%
13.05%
18.24%
(1.9)%
(5.6)%-13.0%
Change
0.9%
2.4%
3.4%
3.9%
7.0%
Notwithstanding the above, should market conditions deteriorate further than forecast, it may cause the carrying amount of the CGU to
be lower than recoverable amount at a future date, which may result in an impairment.
Remaining amortisation period
The remaining amortisation period for customer relationships is 1-4 years (2022: 1-4 years).
49
ANNUAL REPORT 2023
59
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 14. Trade and other payables
Current liabilities
Trade and other payables
GST payable
Accrued expenses
Non-current liabilities
Deferred consideration on business combinations
Refer to note 22 for further information on financial instruments.
The average credit period on purchase of goods is 30 days.
Note 15. Employee benefits
Current liabilities
Employee benefits
Non-current liabilities
Employee benefits
Note 16. Borrowings
Current liabilities
Bailment finance
Capital loans
Non-current liabilities
Capital loans
Refer to note 22 for further information on financial instruments.
60
AUTOSPORTS GROUP
50
Consolidated
30 June 2023 30 June 2022
$'000
$'000
107,441
37,381
44,574
92,304
29,108
31,350
189,396
152,762
4,594
-
193,990
152,762
Consolidated
30 June 2023 30 June 2022
$'000
$'000
25,141
20,887
3,792
3,339
28,933
24,226
Consolidated
30 June 2023 30 June 2022
$'000
$'000
421,532
27,572
231,460
18,366
449,104
249,826
195,070
93,936
644,174
343,762
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 16. Borrowings (continued)
Total secured liabilities
The total secured liabilities are as follows:
Bailment finance
Capital loans
Consolidated
30 June 2023 30 June 2022
$'000
$'000
421,532
222,642
231,460
112,302
644,174
343,762
Bailment finance
Bailment is provided largely by the Original Equipment Manufacturer finance companies on a vehicle by vehicle basis and secured over
the underlying vehicle. The current weighted average interest rate is 5.99% (2022: 3.07%).
Capital loans
Capital loans are secured by a fixed and floating charge over the assets of the Group, except for certain entities within the Group
whereby security interest is held by a charge over the inventory and the proceeds from the sale of that inventory. The current weighted
average interest rate is 6.49% (2022: 3.40%).
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
Bailment finance
Capital loans
Used at the reporting date
Bailment finance
Capital loans
Unused at the reporting date
Bailment finance
Capital loans
Note 17. Lease liabilities
Current liabilities
Lease liability
Non-current liabilities
Lease liability
Consolidated
30 June 2023 30 June 2022
$'000
$'000
617,884
237,842
855,726
421,532
222,642
644,174
196,352
15,200
211,552
513,175
127,501
640,676
231,460
112,302
343,762
281,715
15,199
296,914
Consolidated
30 June 2023 30 June 2022
$'000
$'000
38,194
36,653
220,608
198,732
258,802
235,385
Refer to note 22 for information on the maturity analysis of lease liabilities.
51
ANNUAL REPORT 2023
61
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 18. Issued capital
Consolidated
30 June 2023 30 June 2022 30 June 2023 30 June 2022
Shares
Shares
$'000
$'000
Ordinary shares - fully paid
201,000,000
201,000,000
475,637
475,637
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the
Company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up.
The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall
have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for
shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total
borrowings less cash and cash equivalents.
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.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the
current Company's share price at the time of the investment. The Group is pursuing additional investments in the short term and
continues to integrate and grow its existing businesses in order to maximise synergies.
The Group is subject to certain covenants on its financing arrangements and meeting these is given priority in all capital risk
management decisions. There have been no events of default on the financing arrangements during the financial year.
The capital risk management policy remains unchanged from the 30 June 2022 Annual Report.
Note 19. Reserves
Foreign currency reserve
Share-based payments reserve
Consolidated
30 June 2023 30 June 2022
$'000
$'000
(579)
3,340
2,761
-
4,506
4,506
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to
Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and
other parties as part of their compensation for services.
62
AUTOSPORTS GROUP
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 19. Reserves (continued)
Movements in reserves
Movements in the reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Share-based payments
On market share purchase in the Company to settle vested long term incentives
Balance at 30 June 2022
Foreign currency translation
Share-based payments
On market share purchase in the Company to settle vested long term incentives
Cash settled
Transfer to accumulated losses
Balance at 30 June 2023
Note 20. Non-controlling interest
Foreign
currency
reserve
$'000
Share-based
payments
$'000
Total
$'000
-
-
-
-
(579)
-
-
-
-
(579)
3,306
2,811
(1,611)
4,506
-
938
(1,182)
(104)
(818)
3,306
2,811
(1,611)
4,506
(579)
938
(1,182)
(104)
(818)
3,340
2,761
The non-controlling interest represents the 20% non-controlling interest in New Centenary Mazda Pty Ltd held by the dealer principal
and 20% non-controlling interest in John Newell Holdings Pty Ltd held by the dealer principal.
Movements in the non-controlling interest are as follows:
Opening balance
Profit after income tax expense for the year
Dividend declared to non-controlling interest
Closing balance
Note 21. Dividends
Dividends
Consolidated
30 June 2023 30 June 2022
$'000
$'000
5,328
1,223
(630)
5,921
4,376
1,204
(252)
5,328
Consolidated
30 June 2023 30 June 2022
$'000
$'000
Final dividend for the year ended 30 June 2022 of 9.0 cents (2021: 7.0 cents) per ordinary share
18,090
14,070
Interim dividend for the year ended 30 June 2023 of 9.0 cents (2022: 7.0 cents) per ordinary share
18,090
14,070
36,180
28,140
On 23 August 2023, the directors declared a fully franked final dividend for the year ended 30 June 2023 of 10.0 cents per ordinary
share, to be paid on 15 November 2023 to eligible shareholders on the register as at 1 November 2023. This equates to a total
estimated distribution of $20,100,000, based on the number of ordinary shares on issue as at 30 June 2023. The financial effect of the
dividends declared after the reporting date are not reflected in the 30 June 2023 financial statements and will be recognised in the
subsequent financial period.
53
ANNUAL REPORT 2023
63
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 21. Dividends (continued)
Franking credits
Consolidated
30 June 2023 30 June 2022
$'000
$'000
Franking credits available for subsequent financial years based on a tax rate of 30%
89,370
67,121
The above 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 of the amount of the provision for income tax at the reporting date
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
Note 22. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk
management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These
methods include sensitivity analysis in the case of interest rate risk and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board').
These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits.
Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance reports to the Board on a regular
basis.
Market risk
Foreign currency risk
The Group is not exposed to any significant foreign currency risk. Vehicles are purchased in the subsidiaries' functional currency being
Australian dollars or New Zealand dollars.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group's main interest rate risk arises from its borrowings and cash at bank. Borrowings obtained at variable rates expose the Group
to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value risk.
As at the reporting date, the Group had the following variable rate borrowings:
Consolidated
Bailment finance
Capital loans
Cash at bank
Net exposure to cash flow interest rate risk
30 June 2023 30 June 2022
Balance
$'000
Balance
$'000
421,532
222,642
(41,999)
231,460
112,302
(90,817)
602,175
252,945
An official increase/decrease in interest rates of 50 (2022: 50) basis points per annum applied to borrowing at the reporting date would
have an adverse/favourable effect on the profit before tax of $3,011,000 (2022: $1,265,000) and equity of $2,108,000 (2022: $885,000)
(assuming 30% tax). The percentage change is based on the expected volatility of interest rates using market data and analyst's
forecasts.
64
AUTOSPORTS GROUP
54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 22. Financial instruments (continued)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The
Group has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit
limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date
to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement
of financial position and notes to the financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a
provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the
Group based on recent sales experience, historical collection rates and forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a
debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater
than 1 year.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and
available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring
actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Financing arrangements
Unused borrowing facilities at the reporting date:
Bailment finance
Capital loans
Consolidated
30 June 2023 30 June 2022
$'000
$'000
196,352
15,200
211,552
281,715
15,199
296,914
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn
up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to
be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals
may differ from their carrying amount in the statement of financial position.
Consolidated - 30 June 2023
Non-derivatives
Non-interest bearing
Trade payables
Deferred consideration
Interest-bearing - variable
Bailment finance
Capital loans
Interest-bearing - fixed rate
Lease liability
Total non-derivatives
1 year or less
$'000
Between 1 and
2 years
$'000
Between 2 and
5 years
$'000
Over 5 years
$'000
Remaining
contractual
maturities
$'000
107,441
-
-
4,594
-
-
-
-
107,441
4,594
421,532
40,917
-
34,282
-
166,678
-
30,963
421,532
272,840
48,742
618,632
45,639
84,515
102,118
268,796
114,968
145,931
311,467
1,117,874
55
ANNUAL REPORT 2023
65
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 22. Financial instruments (continued)
Consolidated - 30 June 2022
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing - variable
Bailment finance
Capital loans
Interest-bearing - fixed rate
Lease liability
Total non-derivatives
1 year or less
$'000
Between 1 and
2 years
$'000
Between 2 and
5 years
$'000
Over 5 years
$'000
Remaining
contractual
maturities
$'000
92,304
-
-
-
92,304
231,460
22,141
-
51,653
-
28,772
-
20,372
231,460
122,938
42,878
388,783
40,240
91,893
98,630
127,402
82,610
102,982
264,358
711,060
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Note 23. Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables approximate their fair values due to their short-term
nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest
rate that is available for similar financial liabilities.
Note 24. Contingent liabilities
All bank guarantees are provided to cover landlord deposits on leased property. Liabilities relating to landlord deposits are included in
the total lease liabilities as disclosed in note 17.
Note 25. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Consolidated
30 June 2023 30 June 2022
$
$
2,230,917
125,842
(9,972)
1,581,010
1,923,311
105,807
39,911
1,701,050
3,927,797
3,770,079
66
AUTOSPORTS GROUP
56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 26. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the
Company, and its network firms:
Consolidated
30 June 2023 30 June 2022
$
$
647,000
546,500
101,000
158,000
254,908
120,000
259,000
374,908
906,000
921,408
29,000
15,000
110,000
-
44,000
110,000
Audit services - Deloitte Touche Tohmatsu
Audit or review of the financial statements
Other services - Deloitte Touche Tohmatsu
Tax review and compliance
Training - leadership development program
Other services - network firms
Deloitte New Zealand - due diligence
Deloitte New Zealand - tax compliance
Note 27. Related party transactions
Parent entity
Autosports Group Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 29.
Key management personnel
Disclosures relating to key management personnel are set out in note 25 and the remuneration report included in the directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
30 June 2023 30 June 2022
$
$
Other income:
Management fees received from entities owned by the directors Ian Pagent and Nicholas Pagent
113,400
113,400
Payment for other expenses:
Lease payments on properties to entities owned by the directors Ian Pagent and Nicholas Pagent
Marketing - customer events to entity controlled by Ian Pagent*
7,729,897
211,841
7,447,389
-
*
The event is a luxury dining experience that Autosports Group will use to enhance customer relationships. The amount is within the
current marketing budget and strategy and will also attract marketing rebates from some of the OEMs whose customers the
experience is offered to.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans from related parties
There were no loans to or from related parties at the current and previous reporting date.
57
ANNUAL REPORT 2023
67
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 27. Related party transactions (continued)
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 28. Business combinations
2023 acquisitions
Auckland City BMW Ltd ('Auckland BMW')
On 1 August 2022, the Group acquired 100% of the shares in Auckland City BMW Ltd. The total consideration transferred amounted to
$61,807,000 (NZ$ 68,873,000), including a $4,487,000 (NZ$ 5,000,000) payment deferred for two years. The acquisition was funded by
existing cash reserves and $12,115,000 (NZ$ 13,500,000) debt facility. The goodwill of $46,650,000 represents the future potential
profits of the acquired business.
From the date of acquisition, Auckland BMW contributed revenues of $167,038,000 and profit before tax of $6,543,000.
Motorline BMW, Motorline MINI, Motorline Bodyshop, Gold Coast BMW and Gold Coast MINI ('Motorline and Gold Coast')
On 1 February 2023, the Group acquired trading assets and liabilities of Motorline BMW, Motorline MINI, Motorline Bodyshop, Gold
Coast BMW and Gold Coast MINI ("Motorline Group"). The total consideration transferred amounted to $65,754,000, funded by existing
cash reserves and $30,000,000 debt facility. The goodwill of $53,121,000 represents the future potential profits of the acquired business.
From the date of acquisition, Motorline businesses contributed revenues of $104,800,000 and profit before tax of $5,082,000.
Details of the acquisitions are as follows:
Cash and cash equivalents
Trade receivables
Inventories
Prepayments
Property, plant and equipment
Right-of-use assets
Customer relationships
Trade and other payables
Provision for income tax
Deferred tax liability
Employee benefits
Bailment finance
Other provisions
Lease liability
Net assets acquired
Goodwill
Auckland
BMW
Fair value
$'000
Motorline and
Gold Coast
Fair value
$'000
Total
$'000
6,283
5,424
21,209
358
6,531
24,803
3,355
(5,086)
(1,692)
(655)
(884)
(19,686)
-
(24,803)
15,157
46,650
-
-
12,023
242
4,926
33,323
6,099
(1,682)
-
(1,445)
(1,284)
(6,111)
(135)
(33,323)
12,633
53,121
6,283
5,424
33,232
600
11,457
58,126
9,454
(6,768)
(1,692)
(2,100)
(2,168)
(25,797)
(135)
(58,126)
27,790
99,771
Acquisition-date fair value of the total consideration transferred
61,807
65,754
127,561
Acquisition costs expensed to profit or loss
173
4,066
4,239
Cash paid net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: cash and cash equivalents acquired
Less: deferred consideration payable
Net cash used
61,807
(6,283)
(4,487)
65,754
-
-
127,561
(6,283)
(4,487)
51,037
65,754
116,791
68
AUTOSPORTS GROUP
58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 28. Business combinations (continued)
The purchase price allocation of the 2023 acquisitions are final as at 30 June 2023.
2022 acquisitions
John Newell Holdings Pty Ltd ('John Newell')
On 1 July 2021, the Group acquired 80% of the shares in John Newell Holdings Pty Ltd. The total consideration transferred amounted to
$12,050,000. The goodwill of $8,763,000 represents the future potential profits of the acquired business and the synergistic opportunities
it offers and cross-selling opportunities that will arise from the acquisition.
Suttons Subaru Rosebery and Suttons City Kia ('Suttons')
On 1 June 2022, the Group acquired certain assets and liabilities of Subaru Sydney City and Sydney City Kia from Suttons Motors
Group. The total consideration transferred amounted to $9,403,000. The goodwill of $9,263,000 represents the future potential profits of
the acquired business and the synergistic opportunities it offers and cross-selling opportunities that will arise from the acquisition.
Details of the acquisitions are as follows:
Cash and cash equivalents
Trade receivables
Inventories
Prepayments
Property, plant and equipment
Right-of-use assets
Customer relationships
Deferred tax asset
Trade payables
Provision for income tax
Employee benefits
Bailment finance
Lease liability
Net assets acquired
Goodwill
John
Newell
Fair value
$'000
Suttons
Fair value
$'000
Total
$'000
1,242
2,530
6,587
223
617
11,453
3,225
884
(3,482)
(604)
(1,590)
(6,015)
(11,783)
3,287
8,763
-
-
2,211
-
13
-
1,053
(159)
(426)
-
(524)
(2,028)
-
140
9,263
1,242
2,530
8,798
223
630
11,453
4,278
725
(3,908)
(604)
(2,114)
(8,043)
(11,783)
3,427
18,026
Acquisition-date fair value of the total consideration transferred
12,050
9,403
21,453
Representing:
Cash paid or payable to vendor
Less: cash and cash equivalents acquired
Net cash used
12,050
(1,242)
9,403
-
21,453
(1,242)
10,808
9,403
20,211
Acquisition costs expensed to profit or loss
22
-
22
The purchase price allocation of the 2022 acquisitions are final as at 30 June 2022.
59
ANNUAL REPORT 2023
69
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 29. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subsidiaries:
Name
Autosports Brisbane Pty Ltd
Autosports Castle Hill Pty Ltd
Autosports Five Dock Pty Ltd
Autosports Leichhardt Pty Ltd
Autosports Prestige Pty Ltd
Autosports Sutherland Pty Ltd
Betar Prestige Cars Pty Ltd
Birchgrove Finance Pty Ltd
Modena Trading Pty Ltd
Mosman Prestige Cars Pty Ltd
New Centenary Mercedes-Benz Pty Ltd
Prestige Auto Traders Australia Pty Ltd
Prestige Group Holdings Pty Ltd
Prestige Repair Works Pty Ltd
ASG Brisbane Pty Ltd
ASG Melbourne Pty Ltd
Auckland City BMW Ltd
Autosports NZ Ltd
Principal place of business /
Country of incorporation
Ownership interest
30 June 2023 30 June 2022
%
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
New Zealand
New Zealand
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
The consolidated financial statements also incorporates the assets, liabilities and results of the following subsidiaries with non-controlling
interests:
Name
Principal place of
business /
Country of
incorporation
New Centenary Mazda Pty
Ltd
Australia
John Newell Holdings Pty
Ltd
Australia
Principal
activities
Motor vehicle
dealership
Motor vehicle
dealership
Parent
Non-controlling interest
Ownership
Ownership
Ownership
Ownership
interest
interest
interest
interest
30 June 2023 30 June 2022 30 June 2023 30 June 2022
%
%
%
%
80%
80%
20%
20%
80%
80%
20%
20%
Summarised financial information of the subsidiary with non-controlling interests has not been included as it is not material to the Group.
Note 30. Deed of cross guarantee
The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others:
Autosports Group Limited
Autosports Brisbane Pty Ltd
Autosports Castle Hill Pty Ltd
Autosports Five Dock Pty Ltd
Autosports Leichhardt Pty Ltd
Autosports Prestige Pty Ltd
Autosports Sutherland Pty Ltd
Betar Prestige Cars Pty Ltd
Modena Trading Pty Ltd
Mosman Prestige Cars Pty Ltd
New Centenary Mercedes-Benz Pty Ltd
Prestige Auto Traders Australia Pty Ltd
Prestige Group Holdings Pty Ltd
Prestige Repair Works Pty Ltd
ASG Brisbane Pty Ltd
ASG Melbourne Pty Ltd
By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial statements and
directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and Investments Commission.
70
AUTOSPORTS GROUP
60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 30. Deed of cross guarantee (continued)
The above companies represent a 'Closed Group' for the purposes of the Corporations Instrument, and as there are no other parties to
the deed of cross guarantee that are controlled by Autosports Group Limited, they also represent the 'Extended Closed Group'.
Entities controlled by the Group not party to the deed of cross guarantee are New Centenary Mazda Pty Ltd, Birchgrove Pty Ltd, A.C.N
633 925 050 Pty Ltd, John Newell Holdings Pty Ltd, Auckland City BMW Ltd and Autosports NZ Ltd.
Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position of the
'Closed Group'.
Statement of profit or loss and other comprehensive income
Revenue
Changes in inventories
Raw materials and consumables purchased
Employee benefits expense
Depreciation and amortisation expense
Impairment of property, plant and equipment
Occupancy costs
Acquisition and restructure expenses
Other expenses
Finance costs
Profit before income tax expense
Income tax expense
Profit after income tax expense
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Equity - accumulated losses
Accumulated losses at the beginning of the financial year
Profit after income tax expense
Dividends paid
Transfer from share premium reserve
Accumulated losses at the end of the financial year
30 June 2023 30 June 2022
$'000
$'000
2,077,256
(123,069)
(1,528,753)
(166,598)
(44,587)
(6,004)
(6,968)
(5,997)
(71,114)
(29,038)
1,750,308
(36,180)
(1,367,547)
(135,741)
(48,776)
-
(5,920)
(2,417)
(64,283)
(15,411)
95,128
(27,989)
74,033
(22,937)
67,139
51,096
-
-
67,139
51,096
30 June 2023 30 June 2022
$'000
$'000
(43,287)
67,139
(36,180)
818
(66,243)
51,096
(28,140)
-
(11,510)
(43,287)
61
ANNUAL REPORT 2023
71
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 30. Deed of cross guarantee (continued)
Statement of financial position
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
Non-current assets
Other financial assets
Property, plant and equipment
Right-of-use assets
Intangibles
Deferred tax
Total assets
Current liabilities
Trade and other payables
Contract liabilities
Income tax payable
Employee benefits
Borrowings
Lease liabilities
Non-current liabilities
Employee benefits
Borrowings
Lease liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
72
AUTOSPORTS GROUP
62
30 June 2023 30 June 2022
$'000
$'000
36,879
79,744
338,598
16,014
471,235
75,625
287,241
463,629
178,218
20,320
1,025,033
84,684
56,668
209,862
13,892
365,106
30,392
170,441
184,694
406,514
20,359
812,400
1,496,268
1,177,506
190,082
271
12,899
23,077
407,469
32,695
666,493
2,744
185,914
173,650
362,308
151,864
486
16,274
18,998
240,483
34,336
462,441
3,012
93,936
181,261
278,209
1,028,801
740,650
467,467
436,856
475,637
3,340
(11,510)
475,637
4,506
(43,287)
467,467
436,856
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 31. Earnings per share
Profit after income tax
Non-controlling interest
Profit after income tax attributable to the owners of Autosports Group Limited
Weighted average number of ordinary shares used in calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Performance rights over ordinary shares
Consolidated
30 June 2023 30 June 2022
$'000
$'000
66,649
(1,223)
54,580
(1,204)
65,426
53,376
Number
Number
201,000,000
201,000,000
1,687,149
2,019,979
Weighted average number of ordinary shares used in calculating diluted earnings per share
202,687,149
203,019,979
Basic earnings per share
Diluted earnings per share
Note 32. Cash flow information
Changes in liabilities arising from financing activities
Consolidated
Balance at 1 July 2021
Net cash from/(used in) financing activities
Acquisition of leases
Changes through business combinations (note 28)
Balance at 30 June 2022
Net cash from/(used in) financing activities
Acquisition/changes to leases
Changes through business combinations (note 28)
Exchange differences
Cents
Cents
32.55
32.28
26.56
26.29
Capital
loans
$'000
Lease
liabilities
$'000
Total
$'000
94,834
17,468
-
-
112,302
110,340
-
-
-
243,962
(34,420)
14,060
11,783
235,385
(36,861)
1,342
58,126
810
338,796
(16,952)
14,060
11,783
347,687
73,479
1,342
58,126
810
Balance at 30 June 2023
222,642
258,802
481,444
63
ANNUAL REPORT 2023
73
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 33. Share-based payments
The Group has established an Equity Incentive Plan ('EIP') to assist in the motivation, reward and retention of senior management and
other employees.
The share-based payment expense for the year was $938,000 (2022: $2,811,000). The number of performance rights to be granted is
determined by dividing any STI or LTI award that they become entitled to receive by the volume-weighted average price ('VWAP') of
shares traded on the ASX during the 10 trading days following the release of the Group’s 30 June 2023 audited full-year results. A
performance right is a right to acquire a share at a nil exercise price upon the achievement of performance hurdles and the fair value
was estimated by taking the market price of the Company’s shares on the grant date.
EIP is delivered in the form of performance rights which will vest after a further deferral of one year subject to the executive’s continued
service.
The rights are measured over a 12 month period.
Performance conditions for the initial grant include:
●
●
a 'gateway hurdle' of upholding the Group’s culture and values of individualised attention. Operating with honesty, integrity and
accountability at all times and in accordance with the Group’s Code of Conduct. If the gateway hurdle is not met, no STI or LTI is
awarded.
in addition, each senior executive has an individualised balanced scorecard that determines their awards. These scorecards primarily
focus on a combination of financial and non-financial objectives of the Group and include targets measured against total revenue,
earnings before interest and taxation, EBITDA, net profit before taxation and net profit after taxation. The scorecards also include
operational key performance indicators ('KPIs') such as sales and margin related matrices, as well as non-financial KPIs
predominantly in the areas of risk and corporate governance to ensure the business continues to be well managed and sustainable.
The Board has determined that the combination of financial and non-financial conditions provides the appropriate balance between
short-term financial measures and the more strategic non-financial measures which in the medium to long-term will ultimately drive
further growth and returns for shareholders.
LTI performance is measured against the compound annual growth rate ('CAGR') of the Group's underlying EPS. The rights are
measured over a 3-year period.
Upon vesting, each performance right entitles the senior executive to one ordinary share in the Company. The Board has the discretion
to settle performance rights with a cash equivalent payment. Performance rights are granted for nil consideration and no amount is
payable on vesting.
If a senior executive ceases to be employed during the 12 month deferral period, the following treatment will apply, unless the Board
determines otherwise:
●
●
if they resign or are summarily terminated, all of their rights will lapse; or
if they cease employment in any other circumstances, a pro rata portion (for the portion of the performance period elapsed) of
unvested rights will remain on foot and will vest in the ordinary course.
Movements in performance rights during the year
Balance at the beginning of the year
Granted during the year
Exercised during the year
Cancelled during the year
Balance at the end of the year
2023
Number
2022
Number
2,019,979
856,942
(860,356)
(329,416)
1,840,460
701,641
(522,122)
-
1,687,149
2,019,979
Performance rights vested and exercisable as at 30 June 2023 was nil (2022: nil). As at year end, the weighted average remaining
contractual life for the performance rights awarded were LTI – FY23: 2.18 years; LTI – FY22: 1.18 years; and LTI – FY21: 0.17 year
(2022: LTI – FY22: 2.18 years; LTI – FY21: 1.17 years; and LTI FY20: 0.17 year).
74
AUTOSPORTS GROUP
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued30 June 2023
Autosports Group Limited
Notes to the consolidated financial statements
30 June 2023
Note 34. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Profit after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share-based payments reserve
Accumulated losses
Total equity
Parent
30 June 2023 30 June 2022
$'000
$'000
32,709
16,413
32,709
16,413
Parent
30 June 2023 30 June 2022
$'000
$'000
70,103
118,055
368,469
371,495
793
793
-
-
477,495
3,340
(113,159)
477,495
4,506
(110,506)
367,676
371,495
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2023 and 30 June 2022.
The parent entity and some of its subsidiaries are party to a deed of cross guarantee under which each company guarantees the debts
of the others. Refer to note 30 for further details.
Contingent liabilities
The parent entity had no material contingent liabilities as at 30 June 2023 and 30 June 2022.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June 2022.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an
impairment of the investment.
Note 35. Events after the reporting period
Apart from the dividend declared as disclosed in note 21, no other matter or circumstance has arisen since 30 June 2023 that has
significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in
future financial years.
65
ANNUAL REPORT 2023
75
Autosports Group Limited
Directors' declaration
30 June 2023
In the directors' opinion:
●
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations
Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2023 and of its
performance for the financial year ended on that date;
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;
and
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be able
to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in
note 30 to the financial statements.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
James Evans
Chairman
23 August 2023
Sydney
___________________________
Nicholas Pagent
Chief Executive Officer
76
AUTOSPORTS GROUP
66
DIRECTORS’ DECLARATION30 June 2023
ANNUAL REPORT 2023
77
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUTOSPORTS GROUP LIMITED Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation. Deloitte Touche Tohmatsu ABN 74 490 121 060 Quay Quarter Tower 50 Bridge Street Sydney, NSW, 2000 Australia Phone: +61 2 9322 7000 www.deloitte.com.au Independent Auditor’s Report to the members of Autosports Group Limited RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt Opinion We have audited the financial report of Autosports Group Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: • Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial performance for the year then ended; and • 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 & 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 confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. 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 judgement, were of most significance in our audit of the financial report for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. KKeeyy AAuuddiitt MMaatttteerr
RReeccoovveerraabbiilliittyy ooff GGooooddwwiillll
As disclosed in Notes 2,3 and 13, the Group has
recognised Goodwill with a carrying value of $538.7
million as at 30 June 2023.
The assessment of the recoverable amount of
goodwill and other intangible assets allocated to
the dealership
requires
management to exercise significant judgement,
including:
group of CGUs
•
•
the
identification of and allocation of
goodwill to the dealership group of CGUs;
and
the determination of the following key
assumptions used in the calculation of the
recoverable amount of the group of CGUs:
o
the dealership group of CGU cash
forecasts approved by the
flow
directors
future growth rates
terminal growth factors; and
o
o
o discount rates.
HHooww tthhee ssccooppee ooff oouurr aauuddiitt rreessppoonnddeedd ttoo tthhee KKeeyy AAuuddiitt
MMaatttteerr
In conjunction with our valuation specialists, our
procedures included, but were not limited to:
• Obtained an understanding of management’s
process of evaluating the recoverable amount of
goodwill and other intangible assets and approval
by the board of directors;
•
•
•
•
•
•
Evaluated the Group’s identification of CGUs and
the allocation of goodwill to the carrying value of
the dealership group of CGUs based on our
understanding of the Group’s business and the
requirements of
relevant accounting
standard. This evaluation includes an analysis of
the Group’s internal reporting process;
the
approved
Compared the Group’s forecast cash flows to the
board
the
consideration of relevant factors such as the
impact of supply chain constraints on current and
future vehicle availability;
including
budget,
Evaluated management’s historical forecasting
accuracy by comparing actual results to budget;
Compared growth
third party
independent data for the Australian motor
industry;
rates with
Challenged key inputs to the discount rate utilised
by management to external data sources;
Performed sensitivity analysis on the growth and
discount rates; and
• Assessed the appropriateness of the disclosures
in Note 13 to the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the Directors’ Report ,
Corporate Directory and Shareholder Information, which we obtained prior to the date of this auditor’s report,
and also includes the following information which will be included in the Group’s annual report (but does not
include the financial report and our auditor’s report thereon): the FY23 Year in Review, Financial Highlights and
the Letter from the Chairman and CEO, which is expected to be made available to us after that date.
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.
In connection with our audit of the financial report, our responsibility is to read the other information identified
above 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
78
AUTOSPORTS GROUP
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUTOSPORTS GROUP LIMITED continued
have performed on the other information that we 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.
When we read the FY23 Year in Review, Financial Highlights and the Letter from the Chairman and CEO ,if we
conclude that there is a material misstatement therein, we are required to communicate the matter to the
directors and use our professional judgement to determine the appropriate action.
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 ability of the Group to continue as
a going concern, disclosing, as applicable, matters related 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 has 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 judgement 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.
• 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’s audit. We remain solely responsible for our audit opinion.
ANNUAL REPORT 2023
79
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 with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period 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.
RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 14 to 25 of the Directors’ Report for the year ended
30 June 2023..
In our opinion, the Remuneration Report of Autosports Group Limited, for the year ended 30 June 2023, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
David Haynes
Partner
Chartered Accountants
Sydney, 23 August 2023
80
AUTOSPORTS GROUP
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUTOSPORTS GROUP LIMITED continued
Autosports Group Limited
Shareholder information
30 June 2023
The shareholder information set out below was applicable as at 1 August 2023.
Distribution of equity securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
JIP Parramatta Pty Ltd (JIP PARRAMATTA)
Sastempo Pty Ltd (NICHOLAS PAGENT FAMILY)
Citicorp Nominees Pty Limited
National Nominees Limited
Livist Pty Ltd (VARINIA)
Audi Parramatta Holdings Pty Ltd (AUDI PARRAMATTA)
NIP Parramatta Pty Ltd (NIP PARRAMATTA)
HSBC Custody Nominees (Australia) Limited
Lambhill Pty Ltd (WILLIMS FINAL DISCRETION A/C)
Pagent Family Investments Pty Ltd (PAGENT FAMILY INVESTMENT)
J P Morgan Nominees Australia Pty Limited
Five Dock DJC Pty Ltd
Aalhuizen Nominees Pty Ltd (RENE AALHUIZEN FAMILY)
Ogle Investments Pty Ltd (OGLE DISCRETIONARY UNIT)
Ricgaz Pty Ltd (RWG FAMILY)
Lambhill Pty Ltd (THE WILLIMS FINAL NO 2 A/C)
Citicorp Nominees Pty Limited (COLONIAL FIRST STATE INV A/C)
B & F Investments Pty Ltd
Liverpool Street Investments (WARIMOO)
Daniaron Pty Ltd (DANIARON FAMILY)
Ordinary shares
% of total
Number
of holders
shares
issued
440
399
184
240
59
0.11
0.58
0.71
3.28
95.32
1,322
100.00
87
Ordinary shares
% of total
Number held
shares
issued
23,657,626
22,114,671
16,531,020
16,401,374
15,455,897
15,310,969
10,401,678
7,966,642
7,548,311
7,193,635
6,958,597
6,436,189
4,722,374
4,000,000
2,866,808
2,792,647
2,435,660
2,289,305
2,078,757
1,674,863
178,837,023
11.77
11.00
8.22
8.16
7.69
7.62
5.17
3.96
3.76
3.58
3.46
3.20
2.35
1.99
1.43
1.39
1.21
1.14
1.03
0.83
88.96
71
ANNUAL REPORT 2023
81
SHAREHOLDER INFORMATION30 June 2023
Autosports Group Limited
Shareholder information
30 June 2023
Substantial holders
Substantial holders in the Company are set out below:
Ian and Nicholas Pagent
- Ian Pagent
- Nick Pagent
Mr Gregory I Willims
Celeste Funds Management Limited
OC Funds Mgt
Ordinary shares
% of total
Number held
shares
issued
106,012,578
65,834,631
40,177,947
11,728,095
14,693,475
13,175,000
52.74
32.75
19.99
5.83
7.31
6.55
Voting rights
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall
have one vote.
Performance rights
The number of performance rights on issue as at the reporting date are:
Name
Nick Pagent
Ian Pagent
Aaron Murray
There are no other unquoted equity securities on issue.
Buy-back
There is no current on-market buy-back.
Number held
1,034,717
220,422
432,010
1,687,149
82
AUTOSPORTS GROUP
72
SHAREHOLDER INFORMATION continued30 June 2023
Autosports Group Limited
Corporate directory
30 June 2023
Directors
James Evans
Nicholas ('Nick') Pagent
Marina Go
James ('Ian') Pagent
Robert Quant
Company secretary
Caroline Raw
Registered office
Share register
Auditor
555 Parramatta Road
Leichhardt NSW 2040
Tel: +61 2 8753 2873
Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000
Tel: 1300 554 474
Deloitte Touche Tohmatsu
Quay Quarter Tower, 50 Bridge Street
Sydney NSW 2000
Stock exchange listing
Autosports Group Limited shares are listed on the Australian Securities Exchange
(ASX code: ASG)
Website
http://autosportsgroup.com.au/
Corporate Governance Statement
The directors and management are committed to conducting the business of Autosports Group
Limited in an ethical manner and in accordance with the highest standards of corporate
governance. Autosports Group Limited has adopted and has complied with the ASX Corporate
Governance Principles and Recommendations (Fourth Edition) ('Recommendations') to the
extent appropriate to the size and nature of its operations.
The Group’s Corporate Governance Statement, which sets out the corporate governance
practices that were in operation during the financial year and ASX Appendix 4G are released to
the ASX on the same day the Annual Report is released. The Corporate Governance
Statement can be found on the company’s website at
https://investors.autosportsgroup.com.au/investors/?page=corporate-governance.
Annual General Meeting ('AGM')
The Company’s 2023 AGM is scheduled for Friday, 24 November 2023. For the purposes of
ASX Listing Rule 3.13.1 the Company gives notice that the last day to receive director
nominations is 21 September 2023.
ideate
Co.
73
ANNUAL REPORT 2023
83
CORPORATE DIRECTORY