ANNUAL REPORT 2024
Drive Endless Possibilities
ii
AUTOSPORTS GROUP
03
The year at a glance
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
77
Directors’ Declaration
78
Independent Auditor’s Report
82
Shareholder Information
85
Corporate Directory
CONTENTS
ANNUAL REPORT 2024
1
Drive Endless
Possibilities
2
AUTOSPORTS GROUP
1. Normalised NPBT excludes acquisition and restructure costs and acquisition amortisation.
Revenue
$2,647 million
11.6%PCP
Gross Profit
$515 million
8.3%PCP
EBITDA
$204.5 million
6.5%PCP
Normalised NPBT1
$93.1 million
19.6%PCP
Statutory NPAT
$61.5 million
7.8%PCP
FY dividend (fully franked)
18 cents
5.3%PCP
THE YEAR AT A GLANCE
ANNUAL REPORT 2024
3
CHAIRMAN’S LETTER
Dear Shareholders,
I am pleased to introduce to
you Autosports Group’s 2024
Annual Report.
Over the past year, we have
continued to remain disciplined
in executing our strategy,
demonstrating resilience in a complex
external environment.
Economic headwinds persist, as
geopolitical events continue to impact
global economies with inflationary
pressures and rising interest rates
resulting in increased cost of living
pressures on the consumer and an
impact on spending. We are seeing
a corresponding impact on new
car sales, in particular across the
broader market.
With luxury market conditions
buoyant, yet competitive, the
diversity of Autosports Group’s
business model and our mix of
brands has provided some resilience
against these headwinds. Pleasingly,
customer orders for new vehicles
have increased and we have delivered
record Aftersales turnover.
The automotive industry in general
continues to transform as greater
numbers of consumers opt to
drive battery electric vehicles
(BEVs) including the luxury models
represented by Autosports Group.
We continue to be well-positioned
in this market segment, due to our
strong relationships with the leading
luxury brands, who continue to bring
to market a growing range of BEVs.
The regulatory landscape is rapidly
evolving, notably with the New
Vehicle Efficiency Standard Act 2024
passed by Parliament during the
year, and heightened focus on cyber
security following the CDK Global
cyber incident affecting retail car
dealerships in the US in June.
We are focussed on progressively
maturing our processes and
procedures to keep pace with these
important regulatory expectations.
Further information about Autosports
Group’s progress in these areas is
included in our Directors’ Report.
FY24 performance
Against this backdrop, Autosports
Group delivered $2.65 billion in
revenue, up 11.6%, and Gross Profit
was up 8.3% resulting in EBITDA of
$204.5 million up 6.5% on last year.
Impacting our trading result was
increased interest costs of $56.8
million resulting in a statutory Net
Profit After Tax of $61.5 million down
7.8% on last year.
A final dividend of 8 cents per share
has been determined, which brings
the total dividend for FY2024 to 18
cents per share.
Further information about Autosports
Group’s financial results is contained
within the CEO’s Letter.
FY24 strategic progress
This year we continued with our
consistent approach to growing the
business through both organic and
acquisitive strategies, which has
positively contributed to this year’s
financial results.
4
AUTOSPORTS GROUP
After the financial year end, we
entered into an agreement to acquire
Stillwell Motor Group SMG for
circa $55 million. The transaction
is expected to settle on 1 October
2024, growing our representation of
BMW, BMW Motorrad, Volvo, MINI,
MG and Ducati brands and expanding
our footprint in Victoria.
Corporate Governance and
Board updates
In achieving our strategic objectives,
we are committed to ensuring we
operate within a framework of
sound corporate governance. This is
achieved through our commitment
to continually review and improve
our governance frameworks which
are supported by the valuable
contribution of the Board’s People
and Remuneration Committee and
Audit and Risk Committee. Our 2024
Corporate Governance Statement
sets out our approach to corporate
governance in more detail.
In February and August of this year,
Anna Burgdorf and Gareth Turner
respectively joined the Autosports
Group Board as non-executive
directors and are pleased to have
their skills and experience to further
enhance the expertise of the Board.
Anna and Gareth have joined the
Audit and Risk Committee and
the People and Remuneration
Committee. Both will stand for
election at the 2024 Annual
General Meeting.
I also wanted to take this opportunity
to acknowledge the retirement of
Robert Quant, a founding director
of Autosports Group. Robert has
made a significant contribution to
the Autosports Group Board over the
last 8 years, including as Chair of our
Audit and Risk Committee. Robert
will retire at the end of the 2024
Annual General Meeting, with our
sincerest thanks and best wishes.
I would like to take this opportunity
to sincerely thank our CEO, Nick
Pagent, our management team, our
employees and our loyal customers
for their support and contribution to
our solid results for FY24.
I would also like to acknowledge and
thank my fellow Board members for
their leadership and guidance during
the year.
Our Shareholders remain a vital
part of our business and growth
strategy and we thank them for their
continued investment.
While the external market challenges
of the past year have tempered our
performance, we have nonetheless
continued to execute a well-
considered business strategy.
As we look ahead, the Board
remains focused on supporting our
CEO and management team to
position the business for positive
future expansion.
We will keep progressing our organic
and acquisitive growth strategy
as we partner with luxury brands,
consolidate and build relationships
with existing manufacturers and enter
new geographic locations to build
scale, and create greater efficiencies
within our portfolio of businesses.
We will continue to live our values
daily and be guided by our mission
to ‘drive endless possibilities’ for
our customers.
James Evans
Chairman
ANNUAL REPORT 2024
5
CEO’S LETTER
Dear Shareholders,
I am pleased to share with you our
results for this past financial year
which has been characterised by
the return of pre-COVID levels of
vehicle stock, price competitiveness,
and rising interest rates. The
return of these normalised market
conditions has given our company the
opportunity to ‘road test’ our luxury-
focused business strategy.
Quality Results Achieved
Our results are both sound and
indicative that we have set ourselves
on the right path to continued
business growth. Pleasingly, we have
achieved record turnover and EBITDA
and we are entering the new year
with an increased order write over
FY2023, along with a new vehicle
order bank that is outperforming the
first half of FY2024.
Last year, I reported that our ‘lowest
cost of acquisition’ strategy for Used
Vehicle stocks remained a focus,
so I am pleased to report we have
also achieved record results in this
core area of the business. Despite
volatility in pricing, we have achieved
improvements in sales and will
continue to drive this as a focus in
the coming financial period.
Our Aftersales revenue has
outperformed last year’s result
supported by our recent and on-going
investment in capacity and driven
by record new car deliveries. This
strong performance is assured by
the continued penetration of service
plan contracts, delivering both value
and security to customers and also
ensuring we have a consistent
stream of pre-paid customer business
in the highest margin area of our
company. Additionally, our eight high-
tech authorised panel repair shops
have also rebounded following the
post-COVID consumer buoyancy and
freedom that we are all enjoying.
Normalised supply conditions and
another record year in Aftersales has
led to record turnover of $2.65 billion,
record EBITDA of $204.5 million and
underlying Net Profit Before Tax1 of
$96.0 million. Unsurprisingly, the
most significant drag on our net profit
was the marked increase in interest
costs of $23.1 million for the period
although pleasingly, our high vehicle
stock holdings peaked in April 2024
and are now being reduced as our
luxury brand partners react to the
new market dynamics with changing
vehicle arrival patterns which we
expect to continue this year.
Prime Positioning Secured
The new vehicle market is performing
strongly, with registrations for the
first 6 months of the calendar year to
June 2024 up by 8.7% per VFACTS.
This growth is primarily driven by the
brands with a strong light commercial
offering. As expected, there have
been significant shifts in the New
Vehicle Energy Scheme (NVES) with
impressive new entrants, resulting
in volatility in market share from the
existing players.
Within the luxury segment the major
headline continues to be the growth
in the NVES. Battery Electric Vehicle
(BEV) sales within the luxury brands
represented by Autosports Group are
up 34% YoY per VFACTS with several
new models on the horizon. We see
this shift as further evidence that
the established luxury competitors
remain extremely well-placed to
respond to the changing customer
landscape, and again validating our
luxury-focused corporate strategy.
1. Underlying NPBT excludes impacts of AASB 16, acquisition amortisation and acquisition and restructure costs.
6
AUTOSPORTS GROUP
Investments Driving
Revenue Growth
Autosports Group continues to
invest in capacity. In the next few
months we will open our state-of-
the-art Volkswagen Dealership in
Macgregor, South Brisbane enabling
us to increase the yield from an
existing real estate asset, exiting
leased premises and increasing our
Aftersales capacity and therefore our
customer offer, in this market. As
with last year, delivering growth from
our existing resources will be a key
priority in FY2025.
We were also pleased to recently
announce a significant acquisition
that we expect to complete in
October 2024. The Stillwell Motor
Group represents the BMW, BMW
Motorrad, Volvo, MINI, MG and
Ducati brands and adds significant
additional Aftersales capacity to
our business. It is an acquisition
of meaningful scale contributing in
excess of $345 million in annualised
revenue in the blue-ribbon locations
of Brighton, Doncaster, South Yarra
and Mornington. It also allows us to
deepen our relationship with BMW
Group and Volvo Cars Australia.
The Road Ahead
Our luxury-focused corporate
strategy can be articulated simply as
representing the world’s great luxury
and prestige automotive brands,
from the best locations. Acquisitive
growth underpins this strategy as
we continue to focus on securing
sensibly priced assets with the
right brands and the right locations
that allow us to unlock margin
improvements through our scale and
our significant experience.
Importantly our strong cashflow,
balance sheet strength and
supportive OEM finance partners
leave the business well-placed to
continue our growth strategy.
We expect FY2025 to continue to
present challenges however we
remain confident in our strategy
as we continue to see the positive
signs of resilience from our luxury
consumer, evidenced by increased
enquiry, larger order banks and an
order write that is stronger when
compared to H1 2024.
Our mature back-end operations,
untapped capacity and high service
plan contract penetrations mean
that we are poised for continued
Aftersales growth in FY2025.
Importantly, this provides a
foundation for sustained profitability
and the maintenance of our strong
margin profile.
The prevailing macroeconomic
environment creates opportunity for
on-strategy, accretive, acquisition-
led growth. Our scale, operating
cash flows and luxury acquisition
runway leave us well-positioned
to progress our growth strategy in
FY2025 with the published aim of
growing by $250m in acquisition led
growth annually.
Our Sincere Appreciation
In closing, I would like to pay
special tribute to Robert Quant, a
foundation Board Member who is
retiring at the end of the AGM this
year. Robert has been an outstanding
contributor as Chair of the Audit and
Risk Committee and the growth of
Autosports Group since listing is in
no small part due to his care and
attention as a Non-Executive Director.
I would like to thank our OEM
partners for their continued support,
and the entire team at Autosports
Group for their collective efforts
in delivering another strong result
in FY2024.
Finally, a warm Thank You to our
shareholders. There is so much to
look forward to in this next year
as we continue to deliver on our
strategy and our purpose to Drive
Endless Possibilities.
Nick Pagent
Chief Executive Officer
ANNUAL REPORT 2024
7
Strive for excellence
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
Village
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
Care
We demonstrate care
towards our customers
and their experience
•
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
Leading change
We leverage our scale
and collective intelligence
to drive change
•
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
OUR PURPOSE & VALUES
8
AUTOSPORTS GROUP
ANNUAL REPORT 2024
9
GROUP PORTFOLIO
10
AUTOSPORTS GROUP
GROUP DEALERSHIPS
This reflects our dealerships as at the date of this report and includes dealerships acquired after 30 June 2022.
ALPINA
ASTON MARTIN
AUDI
BENTLEY
3
1
6
3
BMW
BMW MOTORRAD
DUCATI
JAGUAR
9
3
1
2
KIA
LAND ROVER
LAMBORGHINI
MASERATI
2
2
2
2
MAZDA
MCLAREN
MERCEDES-BENZ
MINI
2
1
3
7
ROLLS-ROYCE
SUBARU
VOLVO
VOLKSWAGEN
2
1
3
4
ANNUAL REPORT 2024
11
12
AUTOSPORTS GROUP
DIRECTORS’ REPORT
30 JUNE 2024
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 2024.
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
Chairman
Nicholas Pagent
Chief Executive Officer
Anna Burgdorf
Independent Non-Executive Director (appointed on 13 February 2024)
Marina Go
Independent Non-Executive Director
Ian Pagent
Non-Executive Director
Robert Quant
Independent Non-Executive Director
Gareth Turner
Independent Non-Executive Director (appointed on 9 August 2024)
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 2024 30 June 2023
$'000
$'000
Final dividend for the year ended 30 June 2023 of 10.0 cents (2022: 9.0 cents) per ordinary share
20,100
18,090
Interim dividend for the year ended 30 June 2024 of 10.0 cents (2023: 9.0 cents) per ordinary share
20,100
18,090
40,200
36,180
On 22 August 2024, the directors declared a fully franked final dividend for the year ended 30 June 2024 of 8.0 cents per ordinary share,
to be paid on 15 November 2024 to eligible shareholders on the register as at 1 November 2024. This equates to a total estimated
distribution of $16,080,000, based on the number of ordinary shares on issue as at 30 June 2024. The financial effect of the dividends
declared after the reporting date are not reflected in the 30 June 2024 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.
ANNUAL REPORT 2024
13
The profit for the Group after providing for income tax and non-controlling interest amounted to $60,872,000 (2023: $65,426,000).
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:
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Statutory profit after tax attributable to the owners of Autosports Group Limited
60,872
65,426
Add: Non-controlling interest¹
608
1,223
Add: Income tax expense
26,878
33,652
Profit before income tax expense
88,358
100,301
Add: Intangible amortisation²
3,990
3,367
Add: Acquisition expenses³
681
4,871
Add: Restructure and relocation expenses ⁴
-
1,156
Add: Property impairment ⁵
-
6,004
Profit before tax excluding other items
93,029
115,699
1
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.
2
Relates to non-cash amortisation of customer contracts arising on acquisitions made by the Group.
3
Current year expense relates to due diligence costs incurred. Prior year acquisition expenses relates to 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.
4
Prior year restructure and relocation expenses relate to costs associated with relocation to the new Kings Way BMW dealership.
⁵
Prior year 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 2024 financial year, closing the
first six months of calendar year 2024 with new vehicle registrations up 8.7% according to Vfacts, as normalised market conditions returned
post-covid.
The national economy experienced modest GDP growth and relatively low unemployment rates. Consumer confidence in the luxury
segment remained high; reflected in increased volumes of new vehicle order writes for Autosports Group in the second half of Financial
Year 2024 ('H2 FY2024').
FY2024 brought new entrants to the New Energy Vehicle (NEV) market in Australia and New Zealand, and market share volatility amongst
existing brands. Within the Luxury brands represented by Autosports Group, new Battery Electric Vehicle (BEV) registrations are up 34%
in calendar year 2024 (January to June) according to Vfacts, with further new models on the horizon.
Strategic acquisitions
As announced on 19 August 2024, Autosports Group has entered into an Agreement through its wholly owned subsidiary ASG Investment
Holdings Pty Ltd to acquire 100% of shares in B S Stillwell Motor Group Pty Ltd, known as the Stillwell Motor Group, for approximately
$55 million. The Stillwell Motor Group is a family-owned business founded in 1949 that represents the BMW, BMW Motorrad, MINI, Volvo,
MG and Ducati brands with dealerships in 4 Victorian locations.
The purchase consideration consists of $45 million for goodwill and approximately $10 million for assets, plant and equipment, subject to
usual adjustments. The seller of the Stillwell Motor Group can elect to receive up to 15% of the purchase consideration in the form of
Autosports Group shares to be issued at a price of $2.09 per share. The cash portion of the purchase consideration will be funded by cash
and new and existing debt facilities. The acquisition is expected to settle in October 2024.
14
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
Our acquisitive growth was also complemented by organic growth. 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. In early 2023, the Group opened
Ringwood BMW in the Eastern Suburbs of Melbourne. Now, approximately six years after acquiring its first BMW dealership, post completion
the Group will have grown to represent 11 BMW dealerships and 9 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 Original Equipment
Manufacturers (OEM) financiers, over time the business is expected to benefit from capital accretion and gradually reduce occupancy costs.
In the coming months Autosports Group is planning to open a new Volkswagen site in South Brisbane. The new Dealership has been built
on an existing, owned location adding operational synergy, raising yields from real estate assets and allowing us to exit two leases.
Environment, social and governance
This section of our report sets out our progress in the areas of environment, social responsibility and governance.
Environment
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.
Beyond our vehicle offering, incorporating more environmentally conscious options in our retail facility developments is an area of
opportunity. One example is the newly opened Ringwood BMW Dealership which incorporated several initiatives to help reduce
environmental impact, such as solar and rainwater harvesting while incorporating low-energy consumption lighting solutions. Autosports
Group is currently planning for several Dealership upgrades that will incorporate more energy efficient solutions.
Social
Health and well-being
During FY2024, the safety focus progressed by further embedding our safety culture across the Group. Our safety program is supported
by three Australian state-based safety committees and one in New Zealand. The Committees meet eight times a year with a focus on
consulting with members of their workgroup, discussing reported hazards and their corrective actions with a view to reducing the number
of incidents and meeting legislative requirements across the Group. The regular reporting of safety hazards and communicating incidents
and near misses across the Group assists with keeping safety front of mind and provides shared learnings for all employees. Key
learnings, incidents and hazards are shared in the Committees and at Monthly Senior Leadership meetings. We conduct regular safety
inspections measuring the Group’s performance against safety benchmarks with demonstrated improvement in safety practices. These
regular safety inspections provide an opportunity for face-to-face discussion about safety issues and the early identification of
hazards. We have continued to embed our Safe Work Procedures through training to demonstrate how work and hazardous tasks are to
be carried out safely. With the introduction of Battery Electric Vehicles Autosports has engaged in additional training and PPE to ensure
our team members are equipped with the right equipment and knowledge to respond in an emergency situation.
Conducting a Psychosocial risk assessment opened the discussion on wellbeing across Autosports and the need to provide additional
support for both leaders and workers. Upcoming wellbeing initiatives will provide the opportunity for individuals to access information if
desired. Ongoing health, safety and wellbeing programs will continue to provide positive outcomes for Autosports.
Mental health and wellbeing remained a priority on the safety agenda during the year. We continue to educate our employees with wellbeing
information including webinars, a newsletter and access to our Employee Assistance Program (EAP) for themselves and their families. In
FY24 we introduced a wellbeing app via our EAP provider where employees can access tools to assist and educate them on their wellbeing
journey. This program offers support on a range of topics including counselling, mental health, relationships, health, and financial
counselling.
People and Diversity
Career Development, Talent and Training
The senior leadership team invest time in reviewing our talent and succession plans to identify and assess our talent across the Group. This
process helps identify our emerging and top talent through a consultative process engaging different parts of the business. These tools and
plans are used when making decisions on talent for development programs and in our succession planning.
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 fourth year of operation and meets monthly to discuss, plan and execute 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.
ANNUAL REPORT 2024
15
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 a 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 and team awards achieved during the year including
Audi Service Manager of the Year, Audi Parts Manager of the Year, Audi Business Manager of the Year, BMW Marketing Manager of the
Year, Audi Dealer of the Year, Audi Financial Services Dealer of the Year, Mercedes-Benz Circle of Excellence, Mercedes-Benz Star Guild
Sales, MINI Dealer of the Year, MINI Diamond League Sales, BMW Sustainability Dealer of the Year, BMW Digital Transformation, BMW
Excellence in Financial Services, BMW Diamond League Sales Manager, Lamborghini Dealer Excellence Award APAC, McLaren Dealer of
the Year ANZ, Volkswagen Premium Dealer, Volvo Retailer of the Year, Volvo Customer Champion of the Year, Mazda Master Guild Sales,
Mazda Guild Service, Mazda Guild Master Technician and Rolls-Royce Digital Content Champion.
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 Pride Month 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 partnerships and events such as Norton Street Festival, Bucklands Beach Yacht Club, MINI World Pride,
Southport School, Gregory Terrace, St Joseph’s Nudgee College, Big Red Bash, Lions Football Club, St Ignatius School, The Hills Police
Area Command, Kings Cross Police Area Command and Parramatta Police Area Command.
Leading Change
The Diversity and Inclusion Council 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. The results of this survey
led us to create and launch the Women of Autosports Group Network, to provide career support, peer and mentor connection, professional
development training and facilitate the career progression of more women at Autosports Group.
Our Council drove several projects during the year to challenge stereotypes and lead change through greater understanding and awareness.
These included video on accessibility which outlined the experience of one of our employees purchasing a vehicle and having it modified to
accommodate a disability and Day in the Life videos of our staff working in various roles across the business.
Care
Over 200 Autosports Group employees took part in STEPtember in 2023, stepping their way to over $21,000 for the Cerebral Palsy Alliance,
while our Volkswagen and Lamborghini businesses support Movember to raise awareness for Men’s mental Health raising over
$40,000. Our value of care extends to our community as we supported the following charities and events during the year - Audi Foundation,
Mazda Foundation, RU OK?, Movember, Sunnyfield, Ronald McDonald House Charities, Mercy Hospice Auckland, Starship Foundation
NZ, Tour De Cure, Chappel Foundation, MyRoom, Jreissati Pancreatic Centre, Rotary Club of Beaumaris & Black Rock Sports Auxiliary,
Sydney Children’s Hospital Foundation, Royal Flying Doctors, Children’s Cancer Institute and Sydney Breast Cancer Foundation.
Modern slavery
The Group prepared a Modern Slavery Statement in respect of the 2024 financial year which is available at
http://investors.autosportsgroup.com.au/investors/?page=corporate-governance.
Governance
The Autosports Group Board is committed to conducting the business of the Group in accordance with high standards of corporate
governance and with a view to creating and delivering value for the Group’s shareholders. The Board is responsible for setting and
monitoring compliance with the Group’s governance framework. The Board and its Committees regularly review governance arrangements
and practices to ensure continued compliance with regulatory requirements, and to ensure that they continue to support business
objectives. The Chief Executive Officer is responsible for the implementation of the strategic objectives and for the day-to-day management
of the Group, with the support of the Executive Team.
16
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
During the year, we further strengthened our governance framework, by:
●
undertaking an annual review of our Board and Committee Charters;
●
reporting on our progress in addressing the matters allocated to the Board and delegated to the Committees; and
●
regularly reviewing our key governance policies and reporting regulatory changes through these channels.
In FY2024, we welcomed Anna Burgdorf to the Board as a Non-Executive Director in February and Gareth Turner was most recently
appointed by the Board as a new Non-Executive Director on 9 August 2024. Both Anna and Gareth are members of the Audit and Risk
Committee and the People and Culture Committee. Founding Non-Executive Director Robert Quant will retire from the Board at the end of
the 2024 Annual General Meeting. Profiles of all our current Directors are set out in the section ‘Current Directors’ and Profiles of our
Executive KMP and Company Secretary are set out in the section ‘Other key management personnel and company secretary’ in this 2024
Annual Report.
The Board considers that the Group’s corporate governance practices in FY2024 have been consistent with the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations (Fourth edition). The Group’s 2024 Corporate
Governance Statement is available on our website at
https://investors.autosportsgroup.com.au/investors/?page=corporate-governance.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Likely developments in operations in future years
The Group’s diverse revenue model supports both resilience and growth through the Financial Year 2025 ('FY25') as:
●
New vehicle market is expected to remain competitive with consumer incentives and marketing initiatives in place to maintain like for
like new vehicle revenue;
●
Used vehicles, servicing, parts and collision repair revenue streams are expecting to grow on trend with stable margins and costs;
●
Like for like vehicle inventory levels are expected to reduce as Autosports Group works with its OEM partners to improve stock turn
ratios;
●
Acquisition of Stillwell Motor Group is expected to complete in October 2024, adding approximately $260 million revenue in FY25 for
the 9 months October 2024 to June 2025; and
●
Autosports Group continues to actively assess further luxury branded acquisition opportunities.
ANNUAL REPORT 2024
17
Risk
The Group identified its key risk areas as:
Macroeconomic risks
As the products sold by Autosports 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.
Cyber Security and Information
technology (‘IT’) infrastructure
FY2024 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 risk remediation.
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, safety inspections
and regular reporting to the Board. The Group commenced its own training on Electric Vehicles (EVs),
additional to EV training provided by OEMs, and an audit of all Personal Protective Equipment (PPE)
and the correct resources to carry out work on EVs also commenced in the reporting period.
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 continue to trend upward towards electric in FY2024, the Group is well
positioned to take advantage of the trend as we partner with many OEMs that are delivering new
ranges of electric vehicles. The Group regularly monitors market trends for changes to consumer
preferences including investment in new technologies.
Supply chain
Vehicle supply shortages can arise from various factors including macroeconomic events affecting
global supply chains and delays due to quarantine restrictions at Australian ports. The Group actively
manages its supply chain to mitigate risk and control inventory balances.
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.
Matters subsequent to the end of the financial year
On 1 July 2024, Autosports Group acquired the 20% minority shareholding in John Newell Holdings Pty Ltd.
As announced on 19 August 2024, the Group has entered into an Agreement through its wholly owned subsidiary ASG Investment
Holdings Pty Ltd to acquire 100% of shares in B S Stillwell Motor Group Pty Ltd, known as the Stillwell Motor Group, for approximately
$55 million. The Stillwell Motor Group is a family-owned business founded in 1949 that represents the BMW, BMW Motorrad, MINI, Volvo,
MG and Ducati brands with dealerships in four Victorian locations.
The purchase consideration consists of $45 million for goodwill and approximately $10 million for net tangible assets, subject to usual
adjustments. The seller of the Stillwell Motor Group can elect to receive up to 15% of the purchase consideration in the form of the
Company's shares to be issued at a price of $2.09 per share. The cash portion of the purchase consideration will be funded by cash and
new and existing debt facilities. The acquisition is expected to settle in October 2024.
No other matter or circumstance has arisen since 30 June 2024 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.
18
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
Current directors
Name:
James Evans
Title:
Chairman
Qualifications:
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
Experience and expertise:
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.
Other current directorships:
None
Former directorships (last 3 years):
Independent Director of Pendal Group Limited (ASX: PDL) from 2010-2022. Chairman from 2013
- 2022
Special responsibilities:
Member of Audit and Risk Committee and People and Remuneration Committee
Interests in shares:
88,612 ordinary shares held indirectly
Interests in options:
None
Interests in rights:
None
ANNUAL REPORT 2024
19
Name:
Nicholas ('Nick') Pagent
Title:
Chief Executive Officer
Experience and expertise:
Nick has over 28 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.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
None
Interests in shares:
40,746,757 ordinary shares held indirectly
Interests in options:
None
Interests in rights:
602,905 LTI performance rights and 202,495 STI performance rights convertible into ordinary
shares
Name:
Anna Burgdorf
Title:
Independent Non-Executive Director (appointed on 13 February 2024)
Qualifications:
Bachelor of Arts from the University of Technology, Sydney
Experience and expertise:
Anna has held several senior strategic marketing roles at Flight Centre Travel Group and is
currently the Global Brand and Marketing Director of its Luxury Leisure Division. Prior to this, Anna
spent 21 years with German luxury automotive manufacturer, Audi Australia Pty Ltd in senior
leadership positions. Anna is a founding Board Member of the Audi Foundation Australia and is a
member of the Australian Institute of Company Directors.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
Member of Audit and Risk Committee and People and Remuneration Committee
Interests in shares:
None
Interests in options:
None
Interests in rights:
None
Name:
Marina Go
Title:
Independent Non-Executive Director
Qualifications:
Master of Business Administration from the Australian Graduate School of Management (‘AGSM’)
and a Bachelor of Arts from Macquarie University
Experience and expertise:
Marina is Chair of Adore Beauty and a Non-Executive Director of Energy Australia 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. She is also a
member of the Australian Institute of Company Directors.
Other current directorships:
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.
Former directorships (last 3 years):
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.
Special responsibilities:
Chair of People and Remuneration Committee and Member of Audit and Risk Committee
Interests in shares:
40,833 ordinary shares held directly
Interests in options:
None
Interests in rights:
None
20
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
Name:
James (‘Ian’) Pagent
Title:
Non-Executive Director
Qualifications:
Bachelor of Arts (Hons) in Politics from Melbourne University and LLB from Sydney University
Experience and expertise:
Ian has over 54 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.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
Member of Audit and Risk Committee and People and Remuneration Committee
Interests in shares:
65,995,799 ordinary shares held indirectly
Interests in options:
None
Interests in rights:
42,894 LTI performance rights convertible into ordinary shares
Name:
Robert Quant
Title:
Independent Non-Executive Director
Qualifications:
Bachelor of Business from the University of Technology, Sydney
Experience and expertise:
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.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
Chair of Audit and Risk Committee and Member of People and Remuneration Committee
Interests in shares:
62,499 ordinary shares held indirectly
Interests in options:
None
Interests in rights:
None
Name:
Gareth Turner
Title:
Independent Non-Executive Director (appointed on 9 August 2024)
Qualifications:
Bachelor of Commerce (Hons) from the University of Natal, South Africa, and Master of Business
Administration from the University of Oxford, UK.
Experience and expertise:
Gareth has over 20 years’ experience in financial and leadership positions, including an executive
career in Chief Financial Officer roles in the telecommunications and technology sectors. His most
recent executive roles include Chief Financial Officer and Chief Commercial Officer at Infomedia
Limited.
Other current directorships:
Non-Executive Director of Superloop (ASX: SLC) since 2 March 2023
Former directorships (last 3 years):
None
Special responsibilities:
Member of Audit and Risk Committee and People and Remuneration Committee
Interests in shares:
None
Interests in options:
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.
ANNUAL REPORT 2024
21
Board composition as at 30 June 2024
*Board tenure chart excludes Chief Executive Officer.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the year ended 30
June 2024, and the number of meetings attended by each director were:
Full Board
People and Remuneration
Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
James Evans
8
8
8
8
7
7
Nick Pagent*
8
8
8
8
7
7
Marina Go
8
8
8
8
7
7
Ian Pagent
8
8
8
8
7
7
Robert Quant
8
8
8
8
7
7
Anna Burgdorf **
3
3
3
3
3
3
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
*
Whilst Nick Pagent is not members of the People and Remuneration Committee or Audit and Risk Committee, they attended each
meeting.
**
Anna Burgdorf was appointed a director on 13 February 2024.
22
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
Other key management and company secretary
Name:
Brent Polites
Title:
Head of Franchised Automotive
Qualifications:
Bachelor of Commerce from Deakin University and Master of Business Administration from the
University of Melbourne
Experience and expertise:
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.
Interests in shares:
156,752 ordinary shares held indirectly
Interests in options:
None
Interests in rights:
142,989 LTI performance rights and 73,205 STI performance rights convertible into ordinary
shares
Name:
Aaron Murray
Title:
Chief Financial Officer and Company Secretary (effective from 25 January 2024)
Experience and expertise:
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.
Interests in shares:
2,070,741 ordinary shares held directly and indirectly
Interests in options:
None
Interests in rights:
219,626 LTI performance rights and 125,453 STI performance rights convertible into ordinary
shares
Name:
Caroline Gatenby
Title:
General Counsel and Company Secretary (appointed on 20 June 2024)
Qualifications:
Bachelor of Laws (Hons) and Bachelor of Communication from the University of Technology,
Sydney, Graduate Diploma from the Governance Institute of Australia.
Experience and expertise:
Caroline has over 16 years’ experience as a lawyer with legal, governance and compliance
experience in private practice and across retail, professional services, FMCG and
healthcare. Prior to joining Autosports Group, Caroline was Global Compliance Officer and
Deputy General Counsel at Cochlear Limited.
Former Company Secretary Caroline Raw resigned on 25 January 2024.
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 1,428,459 unissued ordinary shares of Autosports Group Limited under performance rights at the date of this report.
ANNUAL REPORT 2024
23
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 2024 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. 964,248 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.
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 25 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 25 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.
24
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
Remuneration report (audited)
Sections
The remuneration report is set out under the following main headings:
1
Remuneration essentials
2
Senior Executive remuneration in detail
3
Non-Executive Director remuneration
4
Statutory remuneration disclosures
5
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 2023 to 30 June 2024 (‘financial year’ or ‘FY24’). Gareth Turner was appointed as a Non-Executive Director of
Autosports Group Limited on 9 August 2024 and did not receive any compensation during the year ended 30 June 2024.
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
Chairman
Marina Go
Independent Director
Ian Pagent
Non-Executive Director
Robert Quant
Independent Director
Anna Burgdorf
Independent Director (appointed on 13 February 2024)
Senior Executives
Nick Pagent
Chief Executive Officer (‘CEO’)
Brent Polites
Head of Franchised Automotive
Aaron Murray
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 FY24, 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.
ANNUAL REPORT 2024
25
The People & Remuneration Committee and Board agreed to retain the current remuneration structure for Senior Executives and Non-
Executive Directors in FY25.
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 $88,000 for its services.
Voting and comments made at the Company's 2023 Annual General Meeting ('AGM')
At the 2023 AGM, 99.67% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2023. 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.
26
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
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.
ANNUAL REPORT 2024
27
Company performance
In FY24, revenue grew 11.6% (2024: $2.65 billion, 2023: $2.37 billion) and service and parts revenue grew 13.8% (2024: $379 million,
2023: $333 million).
Profit before tax was down 11.9% to $88.4 million. Net profit after tax was down 7.8% to $61.5 million compared to $66.6 million for the
prior year.
At year end our cash at bank was $36.29 million (2023: $41.99 million) and corporate debt was $206.6 million (2023: $222.6 million).
Our remuneration structure was established to reward both short-term and long-term growth with gateway hurdles of upholding cultural
and value expectations for continual improvement in corporate governance, compliance, risk management and stakeholder relationships.
It is also intended to retain skilled executives in the long-term interests of the business.
The table below shows our financial performance for the last five years.
Share performance
Earnings performance
Liquidity
Financial year
ended
Closing share
price
Dividend per
share
Basic
earnings per
share
('EPS')
Earnings
Before
Interest
and tax
('EBIT')
Net profit
after tax
('NPAT')
Return on
Equity
('ROE')
Cash flow
from
operations
Interest
coverage
(Earnings
before
interest and
tax
('EBITDA'))
30 June
($)
(cents)*
(cents)
$M
$M
%
$M
2024
2.17
18.0
30.28
145.1
61.5
12.3
119.5
3.60
2023
2.03
19.0
32.55
133.9
66.6
13.8
166.0
5.53
2022
1.52
16.0
26.56
96.8
54.6
10.8
135.0
9.10
2021
2.55
9.0
20.86
79.8
42.4
10.2
125.8
7.13
2020
1.17
-
(50.97)
(76.1)
(102.3)
(27.1)
83.8
3.54
*
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 2023 to 30 June 2024
STI opportunity
The STI opportunities of the Senior Executives are set out below:
28
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
Level of performance
Level of performance
Name
At target
At maximum
Nick Pagent
50% of base salary
75% of base salary
Brent Polites
50% of base salary
75% of base salary
Aaron Murray
50% 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 PBT and inventory efficiency, 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 less than 110% - straight line pro rata between ‘target’ and ‘maximum’ amount
awarded
(v) 110% or greater - ‘maximum’ amount awarded.
Additionally, all performance metrics 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. Our culture is underpinned by our
values of Village, Care, Leading Change and Strive for Excellence and, alongside our Code of
Conduct, provide a framework for how we work and interact together. If this 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 PBT and inventory
efficiency. 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
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.
Performance rights
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 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 FY24 audited results.
ANNUAL REPORT 2024
29
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.
Maximum
potential STI
bonus
STI award
Percentage of
target STI
award
Percentage of
maximum STI
award
Percentage of
maximum STI
award
Senior Executives
Year
($)*
($)
granted
granted
forfeited
Nick Pagent
2024
525,000
212,333
55%
40%
60%
2023
525,000
514,500
100%
98%
2%
Ian Pagent
2024
-
-
-
-
-
2023**
180,000
-
-
-
100%
Brent Polites
2024
375,000
164,167
60%
44%
56%
2023***
187,500
186,000
100%
99%
1%
Aaron Murray
2024
318,750
152,610
67%
48%
52%
2023
318,750
318,750
100%
100%
-
*
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 Pagent’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:
Nick Pagent
75% of base salary
Brent Polites
45% of base salary
Aaron Murray
45% of base salary
30
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
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%
Nil
7% (threshold performance)
50%
Between 7% and 15%
Straight-line pro rata vesting between 50% and 100%
15% or above (maximum performance)
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.
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.
ANNUAL REPORT 2024
31
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 $97,606.
Brent Polites - $500,000 per annum base salary plus other benefits valued at $90,395.
Aaron Murray – $425,000 per annum base salary plus other benefits valued at $110,387.
Periods of notice required to
Nick Pagent – either party may terminate the contract by giving 12 months’ notice.
terminate and
Brent Polites – either party may terminate the contract by giving 6 months’ notice.
termination payments
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.
FY25 Senior Executive remuneration
A change to the STI Gateway for executive remuneration has been included for ESG Reporting for FY25. This is to establish the ESG
reporting framework ahead of compulsory reporting in FY26. Board to use discretion as to the results based on the development of the
framework and report compared to ASX listed peers.
(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.
32
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
(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
Post-
employment
benefits
Share-based
payments
Cash paid
salary/fees
Non-
monetary¹
Super-
annuation
Long service
leave
Rights²
Total
$
$
$
$
$
$
Non-Executive Directors
James Evans
2024
180,180
-
19,820
-
-
200,000
2023
180,989
-
19,011
-
-
200,000
Marina Go
2024
108,108
-
11,892
-
-
120,000
2023
108,590
-
11,410
-
-
120,000
Robert Quant
2024
108,108
-
11,892
-
-
120,000
2023
108,590
-
11,410
-
-
120,000
Ian Pagent
2024
90,090
-
9,910
-
-
100,000
20233
31,326
-
3,289
-
-
34,615
Anna Burgdorf
20244
30,839
-
3,392
-
-
34,231
Senior Executives
Nick Pagent
2024
700,000
70,207
27,399
11,282
737,333
1,546,221
2023
700,000
62,115
25,292
11,800
1,039,500
1,838,707
Ian Pagent
2024
-
-
-
-
-
-
20235
259,357
37,489
17,492
(35,453)
(266,990)
11,895
Brent Polites
2024
500,000
62,996
27,399
8,059
389,167
987,621
20236
230,769
16,566
12,646
6,514
298,500
564,995
Aaron Murray
2024
425,000
82,988
27,399
6,850
343,860
886,097
2023
425,000
70,126
25,292
7,167
510,000
1,037,585
1
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.
2
The value of rights granted to the Senior Executives is based on the fair value estimate on grant date.
3
Represents remuneration from 1 February 2023.
4
Represents remuneration from 13 February 2024.
5
Represents remuneration until 31 January 2023.
6
Represents remuneration from 1 January 2023.
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 were granted in FY24 and included
in the table below.
ANNUAL REPORT 2024
33
Performance rights awarded, vested and lapsed/forfeited during the year and available for exercise in future years are detailed below.
Grant date
Performance
period
Fair value on
grant date
Rights held at
the start of
the financial
year
Rights
granted
Rights
exercised
Rights
forfeited
Rights held at
the end of the
financial year
Nick Pagent
LTI - FY21
9 Dec 2020
1 July 2020 -
30 June 2023
$1.40
350,467
-
(350,467)
-
-
LTI - FY22
15 Dec 2021
1 July 2021 -
30 June 2024
$2.18
232,419
-
-
(90,168)
142,251
LTI - FY23
16 Dec 2022
1 July 2022 -
30 June 2025
$2.05
254,028
-
-
-
254,028
STI - FY22
16 Dec 2022
1 July 2022 -
30 June 2023
$2.05
197,803
-
(197,803)
-
-
LTI - FY24
27 Oct 2023
1 July 2024 -
30 June 2026
$2.54
-
206,626
-
-
206,626
STI - FY23
27 Oct 2023
1 July 2023
- 30 June 2024
$2.54
-
202,495
-
-
202,495
1,034,717
409,121
(548,270)
(90,168)
805,400
Ian Pagent*
LTI - FY21
9 Dec 2020
1 July 2020 -
30 June 2023
$1.40
120,982
-
(120,982)
-
-
LTI - FY22
15 Dec 2021
1 July 2021 -
30 June 2024
$2.18
42,169
-
-
(16,360)
25,809
LTI - FY23
16 Dec 2022
1 July 2022 -
30 June 2025
$2.05
17,085
-
-
-
17,085
STI - FY22
16 Dec 2022
1 July 2022 -
30 June 2023
$2.05
40,186
-
(40,186)
-
-
220,422
-
(161,168)
(16,360)
42,894
Brent Polites
LTI - FY23
1 Dec 2023
1 July 2022 -
30 June 2025
$2.07
54,435
-
-
-
54,435
LTI - FY24
23 Oct 2023
1 July 2024-
30 June 2026
$2.54
-
88,554
-
-
88,554
STI - FY23
23 Oct 2023
1 July 2023
- 30 June 2024
$2.54
-
73,205
-
-
73,205
54,435
161,759
-
-
216,194
Aaron Murray
LTI - FY21
9 Dec 2020
1 July 2020
- 30 June 2023
$1.40
131,425
-
(131,425)
-
-
LTI - FY22
15 Dec 2021
1 July 2021
- 30 June 2024
$2.18
84,662
-
-
(32,845)
51,817
LTI - FY23
16 Dec 2022
1 July 2022
- 30 June 2025
$2.05
92,538
-
-
-
92,538
STI - FY22
16 Dec 2022
1 July 2022
- 30 June 2023
$2.05
123,385
-
(123,385)
-
-
LTI-FY24
27 Oct 2023
1 July 2023
- 30 June 2026
$2.54
-
75,271
-
-
75,271
STI - FY23
27 Oct 2023
1 July 2023
- 30 June 2024
$2.54
-
125,453
-
-
125,453
432,010
200,724
(254,810)
(32,845)
345,079
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.
34
AUTOSPORTS GROUP
DIRECTORS’ REPORT CONTINUED
30 JUNE 2024
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
remuneration3
Additions¹
Disposals/
others2
Shares held at
the end of
financial year
Non-Executive Directors
James Evans
88,612
-
-
-
88,612
Marina Go
40,833
-
-
-
40,833
Ian Pagent
65,834,631
161,168
-
-
65,995,799
Robert Quant
62,499
-
-
-
62,499
Anna Burgdorf
-
-
-
-
-
Senior Executives
Nick Pagent
40,177,947
548,270
20,540
-
40,746,757
Brent Polites
156,752
-
-
-
156,752
Aaron Murray
1,890,931
254,810
-
(75,000)
2,070,741
108,252,205
964,248
20,540
(75,000)
109,161,993
1
On-market purchase of shares.
2
On-market sale of shares
3
From the vesting of performance rights
(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.
The Group received
management fees
Related party management fee
Fee type
$
GFB Properties Pty Ltd
Property management service
10,737
Autohaus Prestige Five Dock Pty Ltd
Property management service
21,474
Audi Parramatta Property Holdings Pty Ltd
Property management service
10,737
Audi Parramatta Properties 2 Pty Ltd
Property management service
10,737
Autosports Properties Leichhardt Pty Ltd
Property management service
21,474
New Centenary Properties Pty Ltd
Property management service
10,737
NDI Properties Pty Ltd
Property management service
10,737
96,633
ANNUAL REPORT 2024
35
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.
The Group paid
rental fees
Related party operating leases
Property location
$
GFB Properties Pty Ltd
3-7 Parramatta Rd, Five Dock NSW
1,025,457
Autohaus Prestige Five Dock Pty Ltd
34-36 Spencer St, Five Dock NSW, Unit C 2 Packard Ave,
Castle Hill NSW, and 26-28 Chard Road, Brookvale NSW
884,943
Audi Parramatta Property Holdings Pty Ltd
49-51 Church St, Parramatta NSW
803,845
Audi Parramatta Properties 2 Pty Ltd
13 Church St, Parramatta NSW
600,662
Autosports Properties Leichhardt Pty Ltd
531-571 Parramatta Rd, Leichhardt NSW
1,437,497
New Centenary Properties Pty Ltd
135 Moggill Rd, Toowong QLD and 45 Dickson Avenue,
Artarmon NSW
3,260,345
8,012,749
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
Nicholas Pagent
Chairman
Chief Executive Officer
22 August 2024
Sydney
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
22 August 2024
The Board of Directors
Autosports Group Limited
555 Parramatta Road
Leichhardt NSW 2040
Dear Directors
Auditor’s Independence Declaration to Autosports Group Limited
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 2024, 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
Tara Hill
Partner
Chartered Accountants
26
ANNUAL REPORT 2024
37
CONSOLIDATED STATEMENT OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Consolidated
Note
30 June 2024
30 June 2023
$'000
$'000
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes
Revenue
5
2,646,763
2,371,296
Interest revenue
100
129
Expenses
Changes in inventories
115,961
(123,069)
Raw materials and consumables purchased
(2,247,816)
(1,772,724)
Employee benefits expense
(203,996)
(188,993)
Depreciation and amortisation expense
6
(59,360)
(52,028)
Impairment of property, plant and equipment
11
-
(6,004)
Occupancy costs
6
(8,909)
(7,964)
Acquisition and restructure expenses
(681)
(6,027)
Other expenses
(96,917)
(80,657)
Finance costs
6
(56,787)
(33,658)
Profit before income tax expense
88,358
100,301
Income tax expense
7
(26,878)
(33,652)
Profit after income tax expense for the year
61,480
66,649
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
19
1,966
(579)
Other comprehensive income for the year, net of tax
1,966
(579)
Total comprehensive income for the year
63,446
66,070
Profit for the year is attributable to:
Non-controlling interest
608
1,223
Owners of Autosports Group Limited
60,872
65,426
61,480
66,649
Total comprehensive income for the year is attributable to:
Non-controlling interest
608
1,223
Owners of Autosports Group Limited
62,838
64,847
63,446
66,070
Cents
Cents
Basic earnings per share
30
30.28
32.55
Diluted earnings per share
30
30.07
32.28
38
AUTOSPORTS GROUP
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2024
Consolidated
Note
30 June 2024
30 June 2023
$'000
$'000
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
Assets
Current assets
Cash and cash equivalents
36,289
41,999
Trade and other receivables
8
105,337
89,569
Inventories
9
489,716
373,755
Other assets
10
20,315
17,660
Total current assets
651,657
522,983
Non-current assets
Property, plant and equipment
11
307,294
295,519
Right-of-use assets
12
199,854
227,846
Intangibles
13
548,603
551,638
Deferred tax
7
20,977
21,343
Total non-current assets
1,076,728
1,096,346
Total assets
1,728,385
1,619,329
Liabilities
Current liabilities
Trade and other payables
14
211,846
189,396
Contract liabilities
643
970
Income tax payable
7
1,310
13,723
Employee benefits
15
25,487
25,141
Borrowings
16
581,342
449,104
Lease liabilities
17
39,094
38,194
Total current liabilities
859,722
716,528
Non-current liabilities
Trade and other payables
14
-
4,594
Deferred tax
7
-
332
Employee benefits
15
3,490
3,792
Borrowings
16
177,340
195,070
Lease liabilities
17
194,171
220,608
Total non-current liabilities
375,001
424,396
Total liabilities
1,234,723
1,140,924
Net assets
493,662
478,405
Equity
Issued capital
18
475,637
475,637
Reserves
19
4,894
2,761
Retained profits/(accumulated losses)
14,008
(5,914)
Equity attributable to the owners of Autosports Group Limited
494,539
472,484
Non-controlling interest
(877)
5,921
Total equity
493,662
478,405
ANNUAL REPORT 2024
39
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
Issued
Accumulated
Non-
controlling
Total equity
capital
Reserves
losses
interest
Consolidated
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
475,637
4,506
(35,978)
5,328
449,493
Profit after income tax expense for the year
-
-
65,426
1,223
66,649
Other comprehensive income for the year, net of tax
-
(579)
-
-
(579)
Total comprehensive income for the year
-
(579)
65,426
1,223
66,070
Transactions with owners in their capacity as owners:
Share-based payments (note 19)
-
(348)
-
-
(348)
Transfer to accumulated losses
-
(818)
818
-
-
Dividends paid (note 20)
-
-
(36,180)
(630)
(36,810)
Balance at 30 June 2023
475,637
2,761
(5,914)
5,921
478,405
Issued
(Accumulated
losses)/
retained
Non-
controlling
Total equity
capital
Reserves
profits
interest
Consolidated
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2023
475,637
2,761
(5,914)
5,921
478,405
Profit after income tax expense for the year
-
-
60,872
608
61,480
Other comprehensive income for the year, net of tax
-
1,966
-
-
1,966
Total comprehensive income for the year
-
1,966
60,872
608
63,446
Transactions with owners in their capacity as owners:
Share-based payments (note 19)
-
(583)
-
-
(583)
Transfer from accumulated losses
-
750
(750)
-
-
Transactions with non-controlling shareholders
-
-
-
(6,069)
(6,069)
Dividends paid (note 20)
-
-
(40,200)
(1,337)
(41,537)
Balance at 30 June 2024
475,637
4,894
14,008
(877)
493,662
40
AUTOSPORTS GROUP
CONSOLIDATED STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
Consolidated
Note
30 June 2024
30 June 2023
$'000
$'000
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
Cash flows from operating activities
Profit before income tax expense for the year
88,358
100,301
Adjustments for:
Depreciation and amortisation
6
59,360
52,028
Impairment of property, plant and equipment
-
6,004
Net loss on disposal of property, plant and equipment
483
2,667
Share-based payments
6
1,828
938
Interest received
(100)
(129)
Interest and other finance costs
6
56,787
33,658
206,716
195,467
Change in operating assets and liabilities:
Increase in trade and other receivables
(15,768)
(25,414)
Increase in inventories
(115,961)
(123,069)
Increase in other operating assets
(2,655)
(2,443)
Increase in trade and other payables
12,341
28,913
Decrease in contract liabilities
(327)
(640)
Increase in employee benefits
44
2,539
Increase/(decrease) in bailment finance
130,594
164,275
214,984
239,628
Interest received
100
129
Interest and other finance costs paid
(56,787)
(33,658)
Income taxes paid
(38,764)
(40,097)
Net cash from operating activities
119,533
166,002
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
27
-
(116,791)
Payments for property, plant and equipment
11
(29,179)
(133,666)
Net cash used in investing activities
(29,179)
(250,457)
Cash flows from financing activities
Proceeds from borrowings
31
11,399
136,049
Repayment of borrowings
31
(27,485)
(25,709)
Repayment of lease liabilities
31
(36,019)
(36,861)
Dividends paid
20
(40,200)
(36,180)
Dividends paid to non-controlling interest
(1,337)
(630)
On market share purchase to settle share-based payments
19
(2,411)
(1,182)
Net cash from/(used in) financing activities
(96,053)
35,487
Net decrease in cash and cash equivalents
(5,699)
(48,968)
Cash and cash equivalents at the beginning of the financial year
41,999
90,817
Effects of exchange rate changes on cash and cash equivalents
(11)
150
Cash and cash equivalents at the end of the financial year
36,289
41,999
ANNUAL REPORT 2024
41
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
30 JUNE 2024
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 22 August 2024. The directors have
the power to amend and reissue the financial statements.
Note 2. Material accounting policy information
The accounting policies that are material to the Group are set out below. The accounting policies adopted are consistent with those of the
previous financial year, 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 2024.
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 $208,065,000 as at 30 June 2024 (2023: $193,545,000).
During the financial year ended 30 June 2024, the Group made a profit after income tax expense of $61,480,000 (2023: profit after income
tax expense of $66,649,000).
The directors have reviewed the cash flow forecast for the Group at least through to 30 August 2025. 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 $119,533,000 (2023: $166,002,000) of cash flow from operating activities;
●
during the financial year the Group used $29,179,000 to fund additions to property, plant and equipment;
●
as at 30 June 2024, the Group has undrawn capital finance facilities of $103,813,000 (2023: $15,200,000) which is available for
specific purposes, including acquisitions, property construction and upgrade of existing facilities and undrawn bailment finance facilities
of $277,002,000 (2023: $196,352,000);
●
as at 30 June 2024, the Group has cash and cash equivalents amounting to $36,289,000 (2023: $41,999,000);
●
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.
42
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 2. Material accounting policy information (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 33.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Autosports Group Limited as at 30 June
2024 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.
ANNUAL REPORT 2024
43
Note 2. Material accounting policy information (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 raw materials and consumables purchased (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.
44
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 2. Material accounting policy information (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.
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.
ANNUAL REPORT 2024
45
Note 2. Material accounting policy information (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
40 years
Leasehold improvements
over the estimated useful life
Plant and equipment
3 - 10 years
Furniture, fixtures and fittings
2 - 10 years
Motor vehicles
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.
46
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 2. Material accounting policy information (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.
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.
ANNUAL REPORT 2024
47
Note 2. Material accounting policy information (continued)
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.
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.
48
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 2. Material accounting policy information (continued)
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.
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 2024. The Group's assessment of the impact of these
new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below.
AASB 18 Presentation and Disclosure in Financial Statements
This standard is applicable to annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The standard
replaces AASB 101 'Presentation of Financial Statements', although many of the requirements have been carried forward unchanged and
is accompanied by limited amendments to the requirements in AASB 107 ‘Statement of Cash Flows’. The standard will affect presentation
and disclosure in the financial statements, including introducing five categories in the statement of profit or loss and other comprehensive
income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two mandatory sub-totals in
the statement: 'Operating profit' and 'Profit before financing and income taxes'. There are also new disclosure requirements for
'management-defined performance measures', such as earnings before interest, taxes, depreciation and amortisation ('EBITDA') or
'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation and disaggregation), including
whether to present this information in the primary financial statements or in the notes. The Group will adopt this standard from 1 July 2027
and it is expected that there will be a significant change to the layout of the statement of profit or loss and other comprehensive income.
ANNUAL REPORT 2024
49
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.
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.
50
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 5. Revenue
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Revenue for contracts with customers
New and demonstrator vehicles
1,568,050
1,435,427
Used vehicles
635,179
543,348
Parts
204,087
175,147
Service
174,629
157,508
Other revenue
64,818
59,866
Revenue
2,646,763
2,371,296
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Geographical regions
Australia
2,461,233
2,204,258
New Zealand
185,530
167,038
2,646,763
2,371,296
Timing of revenue recognition
Revenue recognised at a point in time
2,472,134
2,213,788
Revenue recognised over time
174,629
157,508
2,646,763
2,371,296
ANNUAL REPORT 2024
51
Note 6. Expenses
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Profit before income tax includes the following specific expenses:
Depreciation
Buildings
3,085
1,454
Leasehold improvements
6,263
5,432
Plant and equipment
5,405
3,035
Furniture, fixtures and fittings
985
1,598
Motor vehicles
1,158
1,563
Right-of-use assets
38,474
35,579
Total depreciation
55,370
48,661
Amortisation
Customer relationships
3,990
3,367
Total depreciation and amortisation
59,360
52,028
Share-based payments expense
Share-based payment expenses in relation to directors, executives and employees
1,828
938
Finance costs
Floor plan interest
28,117
15,126
Interest charges on lease liabilities
11,537
9,408
Corporate interest
17,133
9,124
Total finance costs expensed
56,787
33,658
Net loss on disposal
Net loss on disposal of property, plant and equipment
-
2,667
Leases
Variable lease payments
(32)
843
Short-term lease payments
1,829
293
Rental outgoings
7,112
6,828
8,909
7,964
Superannuation expense
Defined contribution superannuation expense
18,083
15,719
Other provisions
Inventory write down/(reversal) to net realisable value
(1,015)
1,565
Included in 'raw materials and consumables' in profit or loss is $28,006,000 (2023: $25,839,000) of salaries and wages relating to direct
service labour costs.
52
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 7. Income tax
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Income tax expense
Current tax
26,844
35,042
Deferred tax - origination and reversal of temporary differences
34
(1,390)
Aggregate income tax expense
26,878
33,652
Deferred tax included in income tax expense comprises:
Decrease/(increase) in deferred tax assets
366
(1,067)
Decrease in deferred tax liabilities
(332)
(323)
Deferred tax - origination and reversal of temporary differences
34
(1,390)
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
88,358
100,301
Tax at the statutory tax rate of 30%
26,507
30,090
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Permanent tax differences
128
3,065
Share-based payments
543
281
27,178
33,436
Prior year temporary differences now recognised
(31)
554
Tax rate differential
(59)
(114)
Other
(210)
(224)
Income tax expense
26,878
33,652
ANNUAL REPORT 2024
53
Note 7. Income tax (continued)
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Net deferred tax asset
Net deferred tax asset comprises temporary differences attributable to:
Amounts recognised other than in equity:
Right-of-use assets
9,458
8,457
Employee benefits
10,107
9,821
Tax losses
776
826
Property, plant and equipment
3,849
2,915
Contract liabilities
1,403
993
Provision for warranties
515
830
Allowance for expected credit losses
276
477
Accrued expenses
109
250
Inventories
(3,163)
4
Customer relationships
(1,480)
(2,099)
Work in progress
(224)
(197)
Other items
(649)
(934)
Deferred tax asset
20,977
21,343
Movements:
Opening balance
21,343
21,721
Credited/(charged) to profit or loss
(366)
1,067
Additions through business combinations (note 27)
-
(1,445)
Closing balance
20,977
21,343
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Net deferred tax liability
Net deferred tax liability comprises temporary differences attributable to:
Amounts recognised other than in equity:
Customer relationships
-
770
Property, plant and equipment
-
(2)
Other items
-
(3)
Accrued expenses
-
(6)
Inventories
-
(116)
Right-of-use assets
-
(118)
Employee benefits
-
(193)
Deferred tax liability
-
332
Movements:
Opening balance
332
-
Credited to profit or loss
(332)
(323)
Additions through business combinations (note 27)
-
655
Closing balance
-
332
54
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 7. Income tax (continued)
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Provision for income tax
Provision for income tax
1,310
13,723
Note 8. Trade and other receivables
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Current assets
Trade receivables
95,980
79,657
Other receivables
9,927
11,108
Less: Allowance for expected credit losses
(570)
(1,196)
105,337
89,569
Allowance for expected credit losses
The Group has recognised a gain of $520,000 in profit or loss in respect of the expected credit losses for the year ended 30 June 2024
(2023: Loss of $141,000).
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Expected credit loss rate
Carrying amount
Allowance for expected credit
losses
30 June 2024
30 June 2023
30 June 2024 30 June 2023 30 June 2024
30 June 2023
Consolidated
%
%
$'000
$'000
$'000
$'000
Not overdue
0.01%
0.04%
85,090
68,101
11
31
0 to 2 months overdue
2.52%
6.77%
5,467
5,357
137
363
2 to 3 months overdue
0.20%
0.42%
2,712
2,513
6
11
3 to 4 months overdue
10.96%
13.57%
1,266
1,943
139
264
Over 4 months overdue
19.20%
30.26%
1,445
1,743
277
527
95,980
79,657
570
1,196
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:
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Opening balance
1,196
1,107
Provisions recognised
226
372
Receivables written off during the year as uncollectable
(106)
(52)
Unused amounts reversed
(746)
(231)
Closing balance
570
1,196
ANNUAL REPORT 2024
55
Note 9. Inventories
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Current assets
New and demonstrator vehicles - at cost
388,195
271,815
Less: Write-down to net realisable value
(5,786)
(6,361)
382,409
265,454
Used vehicles - at cost
76,845
80,472
Less: Write-down to net realisable value
(1,659)
(1,668)
75,186
78,804
Spare parts and accessories - at cost
28,945
27,928
Less: Write-down to net realisable value
(1,008)
(1,440)
27,937
26,488
Other inventory - at cost
4,184
3,009
489,716
373,755
Note 10. Other assets
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Current assets
Prepayments
7,980
5,008
Other cash deposits
12,335
12,652
20,315
17,660
56
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 11. Property, plant and equipment
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Non-current assets
Land and buildings - at cost*
203,121
203,121
Less: Accumulated depreciation
(5,961)
(2,876)
Less: Impairment
(6,004)
(6,004)
191,156
194,241
Leasehold improvements
94,690
84,265
Less: Accumulated depreciation
(25,891)
(19,548)
68,799
64,717
Plant and equipment
47,434
38,044
Less: Accumulated depreciation
(23,085)
(16,748)
24,349
21,296
Furniture, fixtures and fittings
15,630
14,699
Less: Accumulated depreciation
(6,061)
(5,251)
9,569
9,448
Motor vehicles
6,736
6,318
Less: Accumulated depreciation
(3,301)
(2,764)
3,435
3,554
Capital work in progress - at cost
9,986
2,263
307,294
295,519
* 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 Sydney City Subaru and Sydney City Kia operates; and
●
586 Wickham Street and 10 Light Street Fortitude Valley from which Audi Centre Brisbane, Bentley Brisbane, Maserati Brisbane and
Lamborghini Brisbane operate.
ANNUAL REPORT 2024
57
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:
Land and
Leasehold
improve-
Plant and
Furniture,
fixtures and
Motor
Capital work
in
buildings
ments
equipment
fittings
vehicles
progress
Total
Consolidated
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
98,762
34,053
13,747
4,671
6,166
14,899
172,298
Additions
103,877
1,141
1,866
4,151
429
22,202
133,666
Additions through business
combinations (note 27)
-
6,556
4,113
586
21
181
11,457
Disposals
-
-
(1,023)
(145)
(1,499)
-
(2,667)
Exchange differences
-
(108)
(27)
(14)
-
-
(149)
Impairment of assets
(6,004)
-
-
-
-
-
(6,004)
Transfers in/(out)
(940)
28,507
5,655
1,797
-
(35,019)
-
Depreciation expense
(1,454)
(5,432)
(3,035)
(1,598)
(1,563)
-
(13,082)
Balance at 30 June 2023
194,241
64,717
21,296
9,448
3,554
2,263
295,519
Additions
-
2,502
7,276
484
1,473
17,444
29,179
Disposals
-
(9)
(40)
-
(434)
-
(483)
Exchange differences
-
(18)
(5)
(2)
-
-
(25)
Transfers in/(out)
-
7,870
1,227
624
-
(9,721)
-
Depreciation expense
(3,085)
(6,263)
(5,405)
(985)
(1,158)
-
(16,896)
Balance at 30 June 2024
191,156
68,799
24,349
9,569
3,435
9,986
307,294
Included in capital work in progress are construction costs of a dealership on the Groups owned land at 581 Mains Road, Macgregor,
Queensland. Committed future capital expenditure amounts to $9,270,000.
Note 12. Right-of-use assets
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Non-current assets
Right-of-use asset
443,730
433,248
Less: Accumulated depreciation
(243,876)
(205,402)
199,854
227,846
The Group leases dealership operating premises under agreements of between 1 to 16 years with, in some cases, options to extend. The
leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.
58
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
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:
Property
lease
Consolidated
$'000
Balance at 1 July 2022
203,147
Additions/changes *
1,342
Additions through business combinations (note 27)
58,126
Exchange differences
810
Depreciation expense
(35,579)
Balance at 30 June 2023
227,846
Additions/changes *
10,577
Exchange differences
(95)
Depreciation expense
(38,474)
Balance at 30 June 2024
199,854
*
Additions/changes include 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 31 for details of lease liabilities at the beginning and end of the reporting period;
●
note 21 for the maturity analysis of lease liabilities; and
●
consolidated statement of cash flows for repayment of lease liabilities.
Note 13. Intangibles
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Non-current assets
Goodwill - at cost
648,820
647,894
Less: Accumulated impairment
(109,174)
(109,174)
539,646
538,720
Customer relationships - at cost
41,677
41,610
Less: Accumulated amortisation
(32,720)
(28,692)
8,957
12,918
548,603
551,638
ANNUAL REPORT 2024
59
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:
Customer
Goodwill
relationships
Total
Consolidated
$'000
$'000
$'000
Balance at 1 July 2022
438,952
6,832
445,784
Additions through business combinations (note 27)
99,771
9,454
109,225
Exchange differences
(3)
(1)
(4)
Amortisation expense
-
(3,367)
(3,367)
Balance at 30 June 2023
538,720
12,918
551,638
Exchange differences
926
29
955
Amortisation expense
-
(3,990)
(3,990)
Balance at 30 June 2024
539,646
8,957
548,603
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, tax, depreciation and amortisation ('EBITDA');
(b)
Terminal growth rate of 2.0% beyond five year period (2023: 2.0%);
(c)
Post tax discount rate of 10.8% (2023: 10.7%)
(d)
Pre-tax discount rate of 14.95% (2023: 14.84%); and
(e)
New vehicle motor growth between FY25 to FY29 including other income and rebates of -1.6% - 12.8% (2023: 1.5% - 20.0% FY24 to
FY28).
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 $141 million.
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.
VIU model equals
Sensitivity
VIU assumptions
carrying amount
Change
EBITDA %
5.1% - 5.6%
4.6% - 4.9%
0.6%
Post tax discount rate
10.8%
12.4%
1.6%
Pre-tax discount rate
14.9%
17.2%
2.3%
Terminal growth rate
2.0%
-0.5%
2.5%
New vehicle motor growth (including rebates, aftermarket
and finance and insurance) between FY2025 to FY2029
-1.6% - 12.8%
-3.5% - 10.1%
1.9%
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.
60
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 13. Intangibles (continued)
Remaining amortisation period
The remaining amortisation period for customer relationships is 1-4 years (2023: 1-4 years).
Note 14. Trade and other payables
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Current liabilities
Trade and other payables
113,300
107,441
GST payable
43,162
37,381
Accrued expenses
50,474
44,574
Deferred consideration on business combinations
4,910
-
211,846
189,396
Non-current liabilities
Deferred consideration on business combinations
-
4,594
211,846
193,990
Refer to note 21 for further information on financial instruments.
The average credit period on purchase of goods is 30 days.
Note 15. Employee benefits
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Current liabilities
Employee benefits
25,487
25,141
Non-current liabilities
Employee benefits
3,490
3,792
28,977
28,933
Note 16. Borrowings
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Current liabilities
Bailment finance
552,126
421,532
Capital loans
29,216
27,572
581,342
449,104
Non-current liabilities
Capital loans
177,340
195,070
758,682
644,174
ANNUAL REPORT 2024
61
Note 16. Borrowings (continued)
Refer to note 21 for further information on financial instruments.
Total secured liabilities
The total secured liabilities are as follows:
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Bailment finance
552,126
421,532
Capital loans
206,556
222,642
758,682
644,174
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 6.25% (2023: 5.99%).
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 7.30% (2023: 6.49%).
Financing arrangements
Access was available at the reporting date to the following lines of credit:
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Total facilities
Bailment finance
829,128
617,884
Capital loans
310,369
237,842
1,139,497
855,726
Used at the reporting date
Bailment finance
552,126
421,532
Capital loans
206,556
222,642
758,682
644,174
Unused at the reporting date
Bailment finance
277,002
196,352
Capital loans
103,813
15,200
380,815
211,552
Unused capital loans are available for specific purposes including acquisitions, property construction and upgrade of existing facilities.
62
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 17. Lease liabilities
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Current liabilities
Lease liability
39,094
38,194
Non-current liabilities
Lease liability
194,171
220,608
233,265
258,802
Refer to note 21 for information on the maturity analysis of lease liabilities.
Note 18. Issued capital
Consolidated
30 June 2024 30 June 2023 30 June 2024
30 June 2023
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 2023 Annual Report.
ANNUAL REPORT 2024
63
Note 19. Reserves
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Foreign currency reserve
1,387
(579)
Share-based payments reserve
3,507
3,340
4,894
2,761
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.
Movements in reserves
Movements in the reserve during the current and previous financial year are set out below:
Foreign
currency
Share-based
reserve
payments
Total
Consolidated
$'000
$'000
$'000
Balance at 1 July 2022
-
4,506
4,506
Foreign currency translation
(579)
-
(579)
Share-based payments
-
938
938
On market share purchase in the Company to settle vested long term incentives
-
(1,182)
(1,182)
Cash settled
-
(104)
(104)
Transfer to accumulated losses
-
(818)
(818)
Balance at 30 June 2023
(579)
3,340
2,761
Foreign currency translation
1,966
-
1,966
Share-based payments
-
1,828
1,828
On market share purchase in the Company to settle vested long term incentives
-
(2,411)
(2,411)
Transfer from accumulated losses
-
750
750
Balance at 30 June 2024
1,387
3,507
4,894
Note 20. Dividends
Dividends
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Final dividend for the year ended 30 June 2023 of 10.0 cents (2022: 9.0 cents) per ordinary share
20,100
18,090
Interim dividend for the year ended 30 June 2024 of 10.0 cents (2023: 9.0 cents) per ordinary share
20,100
18,090
40,200
36,180
On 22 August 2024, the directors declared a fully franked final dividend for the year ended 30 June 2024 of 8.0 cents per ordinary share,
to be paid on 15 November 2024 to eligible shareholders on the register as at 1 November 2024. This equates to a total estimated
distribution of $16,080,000, based on the number of ordinary shares on issue as at 30 June 2024. The financial effect of the dividends
declared after the reporting date are not reflected in the 30 June 2024 financial statements and will be recognised in the subsequent
financial period.
64
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 20. Dividends (continued)
Franking credits
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Franking credits available for subsequent financial years based on a tax rate of 30%
96,355
89,370
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 21. 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:
30 June 2024 30 June 2023
Balance
Balance
Consolidated
$'000
$'000
Bailment finance
552,126
421,532
Capital loans
206,556
222,642
Cash at bank
(36,289)
(41,999)
Net exposure to cash flow interest rate risk
722,393
602,175
An official increase/decrease in interest rates of 50 (2023: 50) basis points per annum applied to borrowing at the reporting date would
have an adverse/favourable effect on the profit before tax of $3,612,000 (2023: $3,011,000) and equity of $2,528,000 (2023: $2,108,000)
(assuming 30% tax). The percentage change is based on the expected volatility of interest rates using market data and analyst's
forecasts.
ANNUAL REPORT 2024
65
Note 21. 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:
Consolidated
30 June 2024
30 June 2023
$'000
$'000
Bailment finance
277,002
196,352
Capital loans
103,813
15,200
380,815
211,552
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.
1 year or less
Between 1 and
2 years
Between 2 and
5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 30 June 2024
$'000
$'000
$'000
$'000
$'000
Non-derivatives
Non-interest bearing
Trade payables
113,300
-
-
-
113,300
Deferred consideration
4,955
-
-
-
4,955
Interest-bearing - variable
Bailment finance
553,493
-
-
-
553,493
Capital loans
43,263
57,050
126,646
21,814
248,773
Interest-bearing - fixed rate
Lease liability
49,235
44,884
88,651
98,708
281,478
Total non-derivatives
764,246
101,934
215,297
120,522
1,201,999
66
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 21. Financial instruments (continued)
1 year or less
Between 1 and
2 years
Between 2 and
5 years
Over 5 years
Remaining
contractual
maturities
Consolidated - 30 June 2023
$'000
$'000
$'000
$'000
$'000
Non-derivatives
Non-interest bearing
Trade payables
107,441
-
-
-
107,441
Deferred consideration
-
4,594
-
-
4,594
Interest-bearing - variable
Bailment finance
421,532
-
-
-
421,532
Capital loans
40,917
34,282
166,678
30,963
272,840
Interest-bearing - fixed rate
Lease liability
48,742
45,639
102,118
114,968
311,467
Total non-derivatives
618,632
84,515
268,796
145,931
1,117,874
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Note 22. 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 23. 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 24. 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:
Consolidated
30 June 2024
30 June 2023
$
$
Short-term employee benefits
2,358,516
2,230,917
Post-employment benefits
139,103
125,842
Long-term benefits
26,191
(9,972)
Share-based payments
1,470,360
1,581,010
3,994,170
3,927,797
ANNUAL REPORT 2024
67
Note 25. 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 2024
30 June 2023
$
$
Audit services - Deloitte Touche Tohmatsu
Audit or review of the financial statements
637,500
647,000
Other services - Deloitte Touche Tohmatsu
Tax review and compliance
157,552
101,000
Training - leadership development program
99,761
158,000
257,313
259,000
894,813
906,000
Other services - network firms
Deloitte New Zealand - due diligence
-
29,000
Deloitte New Zealand - tax compliance
25,834
15,000
25,834
44,000
Note 26. Related party transactions
Parent entity
Autosports Group Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 28.
Key management personnel
Disclosures relating to key management personnel are set out in note 24 and the remuneration report included in the directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
30 June 2024
30 June 2023
$
$
Other income:
Management fees received from entities owned by the directors Ian Pagent and Nicholas Pagent
96,633
113,400
Payment for other expenses:
Lease payments on properties to entities owned by the directors Ian Pagent and Nicholas Pagent
8,012,749
7,729,897
Marketing - customer events to entity controlled by Ian Pagent*
-
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.
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.
68
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 26. Related party transactions (continued)
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 27. Business combinations (prior year acquisition)
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.
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.
Details of the acquisitions are as follows:
Auckland
Motorline and
BMW
Gold Coast
Fair value
Fair value
Total
$'000
$'000
$'000
Cash and cash equivalents
6,283
-
6,283
Trade receivables
5,424
-
5,424
Inventories
21,209
12,023
33,232
Prepayments
358
242
600
Property, plant and equipment
6,531
4,926
11,457
Right-of-use assets
24,803
33,323
58,126
Customer relationships
3,355
6,099
9,454
Trade and other payables
(5,086)
(1,682)
(6,768)
Provision for income tax
(1,692)
-
(1,692)
Deferred tax liability
(655)
(1,445)
(2,100)
Employee benefits
(884)
(1,284)
(2,168)
Bailment finance
(19,686)
(6,111)
(25,797)
Other provisions
-
(135)
(135)
Lease liability
(24,803)
(33,323)
(58,126)
Net assets acquired
15,157
12,633
27,790
Goodwill
46,650
53,121
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
61,807
65,754
127,561
Less: cash and cash equivalents acquired
(6,283)
-
(6,283)
Less: deferred consideration payable
(4,487)
-
(4,487)
Net cash used
51,037
65,754
116,791
ANNUAL REPORT 2024
69
Note 28. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subsidiaries:
Ownership interest
Principal place of business /
30 June 2024
30 June 2023
Name
Country of incorporation
%
%
ASG Brisbane Pty Ltd
Australia
100%
100%
ASG Melbourne Pty Ltd
Australia
100%
100%
Autosports Brisbane Pty Ltd
Australia
100%
100%
Autosports Castle Hill Pty Ltd
Australia
100%
100%
Autosports Five Dock Pty Ltd
Australia
100%
100%
Autosports Leichhardt Pty Ltd
Australia
100%
100%
Autosports Prestige Pty Ltd
Australia
100%
100%
Autosports Sutherland Pty Ltd
Australia
100%
100%
Betar Prestige Cars Pty Ltd
Australia
100%
100%
Birchgrove Finance Pty Ltd
Australia
100%
100%
Modena Trading Pty Ltd
Australia
100%
100%
Mosman Prestige Cars Pty Ltd
Australia
100%
100%
New Centenary Pty Ltd
Australia
100%
100%
Prestige Auto Traders Australia Pty Ltd
Australia
100%
100%
Prestige Group Holdings Pty Ltd
Australia
100%
100%
Prestige Repair Works Pty Ltd
Australia
100%
100%
Auckland City BMW Ltd
New Zealand
100%
100%
Autosports NZ Ltd
New Zealand
100%
100%
The consolidated financial statements also incorporates the assets, liabilities and results of the following subsidiaries with non-controlling
interests:
Parent
Non-controlling interest
Principal place of
business /
Ownership
interest
Ownership
interest
Ownership
interest
Ownership
interest
Country of
Principal
30 June 2024 30 June 2023 30 June 2024
30 June 2023
Name
incorporation
activities
%
%
%
%
New Centenary Mazda Pty Ltd Australia
Motor vehicle
dealership
80%
80%
20%
20%
John Newell Holdings Pty Ltd
Australia
Motor vehicle
dealership
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 29. 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 Sutherland Pty Ltd
ASG Brisbane Pty Ltd
Betar Prestige Cars Pty Ltd
ASG Melbourne Pty Ltd
Modena Trading Pty Ltd
Autosports Brisbane Pty Ltd
Mosman Prestige Cars Pty Ltd
Autosports Castle Hill Pty Ltd
New Centenary Pty Ltd
Autosports Five Dock Pty Ltd
Prestige Auto Traders Australia Pty Ltd
Autosports Leichhardt Pty Ltd
Prestige Group Holdings Pty Ltd
Autosports Prestige Pty Ltd
Prestige Repair Works 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.
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'.
70
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 29. Deed of cross guarantee (continued)
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'.
30 June 2024 30 June 2023
Statement of profit or loss and other comprehensive income
$'000
$'000
Revenue
2,341,622
2,077,256
Changes in inventories
119,330
(123,069)
Raw materials and consumables purchased
(1,994,572)
(1,528,753)
Employee benefits expense
(181,676)
(166,598)
Depreciation and amortisation expense
(51,679)
(44,587)
Impairment of property, plant and equipment
-
(6,004)
Occupancy costs
(7,725)
(6,968)
Acquisition and restructure expenses
(668)
(5,997)
Other expenses
(86,362)
(71,114)
Finance costs
(50,782)
(29,038)
Profit before income tax expense
87,488
95,128
Income tax expense
(23,489)
(27,989)
Profit after income tax expense
63,999
67,139
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year
63,999
67,139
30 June 2024 30 June 2023
Equity - retained profits/(accumulated losses)
$'000
$'000
Accumulated losses at the beginning of the financial year
(11,510)
(43,287)
Profit after income tax expense
63,999
67,139
Dividends paid
(40,200)
(36,180)
Transfer from share premium reserve
(750)
818
Retained profits/(accumulated losses) at the end of the financial year
11,539
(11,510)
30 June 2024 30 June 2023
Statement of financial position
$'000
$'000
Current assets
Cash and cash equivalents
31,110
36,879
Trade and other receivables
94,218
79,744
Inventories
451,822
338,598
Other assets
18,056
16,014
595,206
471,235
Non-current assets
Other financial assets
81,694
75,625
Property, plant and equipment
298,188
287,241
Right-of-use assets
156,746
178,218
Intangibles
460,940
463,629
Deferred tax
20,153
20,320
1,017,721
1,025,033
Total assets
1,612,927
1,496,268
ANNUAL REPORT 2024
71
Note 29. Deed of cross guarantee (continued)
30 June 2024
30 June 2023
Statement of financial position
$'000
$'000
Current liabilities
Trade and other payables
201,872
190,082
Contract liabilities
168
271
Income tax payable
871
12,899
Employee benefits
22,609
23,077
Borrowings
537,329
407,469
Lease liabilities
34,564
32,695
797,413
666,493
Non-current liabilities
Employee benefits
3,243
2,744
Borrowings
169,986
185,914
Lease liabilities
151,602
173,650
324,831
362,308
Total liabilities
1,122,244
1,028,801
Net assets
490,683
467,467
Equity
Issued capital
475,637
475,637
Reserves
3,507
3,340
Retained profits/(accumulated losses)
11,539
(11,510)
Total equity
490,683
467,467
72
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 30. Earnings per share
Consolidated
30 June 2024 30 June 2023
$'000
$'000
Profit after income tax
61,480
66,649
Non-controlling interest
(608)
(1,223)
Profit after income tax attributable to the owners of Autosports Group Limited
60,872
65,426
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
201,000,000
201,000,000
Adjustments for calculation of diluted earnings per share:
Performance rights over ordinary shares
1,428,459
1,687,149
Weighted average number of ordinary shares used in calculating diluted earnings per share
202,428,459
202,687,149
Cents
Cents
Basic earnings per share
30.28
32.55
Diluted earnings per share
30.07
32.28
Note 31. Cash flow information
Changes in liabilities arising from financing activities
Capital
Lease
loans
liabilities
Total
Consolidated
$'000
$'000
$'000
Balance at 1 July 2022
112,302
235,385
347,687
Net cash from/(used in) financing activities
110,340
(36,861)
73,479
Acquisition/changes to leases
-
1,342
1,342
Changes through business combinations (note 27)
-
58,126
58,126
Exchange differences
-
810
810
Balance at 30 June 2023
222,642
258,802
481,444
Net cash used in financing activities
(16,086)
(36,019)
(52,105)
Acquisition/changes to leases
-
10,577
10,577
Exchange differences
-
(95)
(95)
Balance at 30 June 2024
206,556
233,265
439,821
Note 32. 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 $1,828,000 (2023: $938,000). 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 2024 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.
ANNUAL REPORT 2024
73
Note 32. Share-based payments (continued)
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
2024
2023
Number
Number
Balance at the beginning of the year
1,687,149
2,019,979
Granted during the year
844,930
856,942
Exercised during the year
(964,248)
(860,356)
Cancelled during the year
(139,372)
(329,416)
Balance at the end of the year
1,428,459
1,687,149
Performance rights vested and exercisable as at 30 June 2024 was 18,892 (2023: nil). As at year end, the weighted average remaining
contractual life for the performance rights awarded were LTI - FY22: 0.17 years, LTI - FY23: 1.17 years and LTI - FY24: 2.17 years(2023:
STI – FY23: 2.18 years; LTI FY 22 - 1.18 years and LTI – FY21: 0.17 year).
74
AUTOSPORTS GROUP
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
30 JUNE 2024
Note 33. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
30 June 2024
30 June 2023
$'000
$'000
Profit after income tax
42,610
32,709
Total comprehensive income
42,610
32,709
Statement of financial position
Parent
30 June 2024
30 June 2023
$'000
$'000
Total current assets
74,738
70,103
Total assets
378,940
368,469
Total current liabilities
7,418
793
Total liabilities
7,418
793
Equity
Issued capital
477,495
477,495
Share-based payments reserve
3,507
3,340
Accumulated losses
(109,480)
(113,159)
Total equity
371,522
367,676
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 2024 and 30 June 2023.
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 29 for further details.
Contingent liabilities
The parent entity had no material contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
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 34. Events after the reporting period
On 1 July 2024, Autosports Group acquired the 20% minority shareholding in John Newell Holdings Pty Ltd.
As announced on 19 August 2024, the Group has entered into an Agreement through its wholly owned subsidiary ASG Investment
Holdings Pty Ltd to acquire 100% of shares in B S Stillwell Motor Group Pty Ltd, known as the Stillwell Motor Group, for approximately
$55 million. The Stillwell Motor Group is a family-owned business founded in 1949 that represents the BMW, BMW Motorrad, MINI, Volvo,
MG and Ducati brands with dealerships in four Victorian locations.
ANNUAL REPORT 2024
75
Note 34. Events after the reporting period (continued)
The purchase consideration consists of $45 million for goodwill and approximately $10 million for net tangible assets, subject to usual
adjustments. The seller of the Stillwell Motor Group can elect to receive up to 15% of the purchase consideration in the form of the
Company's shares to be issued at a price of $2.09 per share. The cash portion of the purchase consideration will be funded by cash and
new and existing debt facilities. The acquisition is expected to settle in October 2024.
Apart from the dividend declared as disclosed in note 20, no other matter or circumstance has arisen since 30 June 2024 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.
76
AUTOSPORTS GROUP
CONSOLIDATED ENTITY
DISCLOSURE AGREEMENT
30 JUNE 2024
Place formed /
Ownership
interest
Entity name
Entity type
Country of
incorporation
%
Tax residency
A.C.N. 633 925 050 Pty Ltd
Body Corporate
Australia
100%
Australia
ASG Brisbane Pty Ltd
Body Corporate
Australia
100%
Australia
ASG Doncaster Pty Ltd
Body Corporate
Australia
100%
Australia
ASG EV Prestige Pty Ltd
Body Corporate
Australia
100%
Australia
ASG Investment Holdings Pty Ltd
Body Corporate
Australia
100%
Australia
ASG Melbourne Pty Ltd
Body Corporate
Australia
100%
Australia
Autosports Brisbane Pty Ltd
Body Corporate
Australia
100%
Australia
Autosports Castle Hill Pty Ltd
Body Corporate
Australia
100%
Australia
Autosports Five Dock Pty Ltd
Body Corporate
Australia
100%
Australia
Autosports Leichhardt Pty Ltd
Body Corporate
Australia
100%
Australia
Autosports Prestige Pty Ltd
Body Corporate
Australia
100%
Australia
Autosports Sutherland Pty Ltd
Body Corporate
Australia
100%
Australia
Betar Prestige Cars Pty Ltd
Body Corporate
Australia
100%
Australia
Birchgrove Finance Pty Ltd
Body Corporate
Australia
100%
Australia
John Newell Holdings Pty Ltd
Body Corporate
Australia
80%
Australia
John Newell Pty Ltd
Body Corporate
Australia
80%
Australia
Modena Trading Pty Ltd
Body Corporate
Australia
100%
Australia
Mosman Prestige Cars Pty Ltd
Body Corporate
Australia
100%
Australia
New Centenary Mazda Pty Ltd
Body Corporate
Australia
80%
Australia
New Centenary Pty Ltd
Body Corporate
Australia
100%
Australia
Prestige Auto Traders Australia Pty Ltd
Body Corporate
Australia
100%
Australia
Prestige Group Holdings Pty Ltd
Body Corporate
Australia
100%
Australia
Prestige Repair Works Pty Ltd
Body Corporate
Australia
100%
Australia
Auckland City BMW Ltd
Body Corporate
New Zealand
100%
New Zealand
Autosports NZ Ltd
Body Corporate
New Zealand
100%
New Zealand
ANNUAL REPORT 2024
77
DIRECTORS’ DECLARATION
30 JUNE 2024
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 2024 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;
●
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 29 to the financial statements; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
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
Nicholas Pagent
Chairman
Chief Executive Officer
22 August 2024
Sydney
78
AUTOSPORTS GROUP
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
Report on the Audit of the Financial Report
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 2024, 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 other explanatory information, the directors’ declaration and the
Consolidated Entity Disclosure Statement.
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 2024 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.
68
ANNUAL REPORT 2024
79
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.
Key Audit Matter
How the scope of our audit responded to the Key Audit
Matter
Recoverability of Goodwill
As disclosed in Notes 2,3 and 13, the Group
has recognised Goodwill with a carrying value
of $539.6 million as at 30 June 2024.
The assessment of the recoverable amount
of goodwill and other intangible assets
allocated to the dealership group of CGUs
requires management to exercise significant
judgement, including:
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:
the dealership group of CGU cash flow
forecasts approved by the directors;
future growth rates;
terminal growth factors; and discount
rates.
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 the relevant accounting standard.
This evaluation included an analysis of the Group’s
internal reporting process;
Compared the Group’s forecast cash flows to the
board approved budget, including the consideration
of relevant factors such as the impact of supply
chain constraints on current and future vehicle
availability;
Evaluated management’s historical forecasting
accuracy by comparing actual results to budget;
Compared
growth
rates
with
third
party
independent data for the Australian motor industry;
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
Notes 2, 3 and 13 to the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2024, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do 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 and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed,
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.
69
80
AUTOSPORTS GROUP
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF AUTOSPORTS GROUP LIMITED CONTINUED
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible:
For the preparation of the financial report in accordance with the Corporations Act 2001, including giving a
true and fair view of the financial position and performance of the Group in accordance with Australian
Accounting Standards; and
For such internal control as the directors determine is necessary to enable the preparation of the financial
report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial
position and performance of the Group, 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.
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
70
ANNUAL REPORT 2024
81
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.
Report on the Remuneration Report
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 2024.
In our opinion, the Remuneration Report of Autosports Group Limited, for the year ended 30 June 2024, 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
Tara Hill
Partner
Chartered Accountants
Sydney, 22 August 2024
71
82
AUTOSPORTS GROUP
SHAREHOLDER INFORMATION
30 JUNE 2024
The shareholder information set out below was applicable as at 1 August 2024.
Distribution of equity securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
% of total
Number
shares
of holders
issued
1 to 1,000
585
0.2
1,001 to 5,000
675
1.0
5,001 to 10,000
339
1.4
10,001 to 100,000
412
5.5
100,001 and over
58
91.9
2,069
100.0
Holding less than a marketable parcel
144
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
Number held
issued
JIP Parramatta Pty Ltd (JIP PARRAMATTA)
23,657,626
11.8
Sastempo Pty Ltd (NICHOLAS PAGENT FAMILY)
22,114,671
11.0
Citicorp Nominees Pty Limited
18,964,043
9.4
Livist Pty Ltd (VARINIA)
15,455,897
7.7
Audi Parramatta Holdings Pty Ltd (AUDI PARRAMATTA)
15,310,969
7.6
UBS Nominees Pty Ltd
12,252,578
6.1
NIP Parramatta Pty Ltd (NIP PARRAMATTA)
10,401,678
5.2
Netwealth Investments Limited (WRAP SERVICES A/C)
8,423,442
4.2
JP Morgan Nominees Australia Pty Limited
8,000,404
4.0
Pagent Family Investments Pty Ltd (PAGENT FAMILY INVESTMENT)
7,193,635
3.6
Five Dock Djc Pty Ltd
6,436,189
3.2
HSBC Custody Nominees (Australia) Limited
6,011,270
3.0
Aalhuizen Nominees Pty Ltd (RENE AALHUIZEN FAMILY)
4,442,439
2.2
Ogle Investments Pty Ltd (OGLE DISCRETIONARY UNIT)
4,000,000
2.0
Ricgaz Pty Ltd (RWG FAMILY)
2,866,808
1.4
B & F Investments Pty Ltd
2,359,305
1.2
Liverpool Street Investments (WARIMOO)
2,078,757
1.0
Daniaron Pty Ltd (DANIARON FAMILY)
1,674,863
0.8
Autosports Holdings Pty Ltd (AUTOSPORTS INVESTMENT)
1,454,269
0.7
Nick Pagent
1,377,292
0.7
174,476,135
86.8
ANNUAL REPORT 2024
83
Substantial holders
Substantial holders in the Company are set out below:
Ordinary shares
% of total
shares
Number held
issued
Ian and Nicholas Pagent
- Ian Pagent
65,995,799
32.8
- Nick Pagent
40,746,757
20.3
OC Funds Mgt*
14,693,475
7.3
Regal Funds Management**
17,340,570
8.6
*
Based on the substantial shareholder notice lodged 19 April 2021
**
Based on the substantial shareholder notice lodged on 18 June 2024
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
Number held
Nick Pagent
805,400
Ian Pagent
42,894
Brent Polites
216,194
Aaron Murray
345,079
1,409,567
There are no other unquoted equity securities on issue.
Buy-back
There is no current on-market buy-back.
Securities purchased on-market
964,248 ordinary shares were purchased on-market under or for the purposes of an employee incentive scheme, with the average price
paid per ordinary share of $2.50.
84
AUTOSPORTS GROUP
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ANNUAL REPORT 2024
85
CORPORATE DIRECTORY
Directors
James Evans
Nicholas ('Nick') Pagent
Marina Go
Anna Burgdorf
James ('Ian') Pagent
Robert Quant
Gareth Turner
Company Secretary
Caroline Gatenby
Registered office
555 Parramatta Road
Leichhardt NSW 2040
Telephone: +61 2 8753 2873
Website: www.autosportsgroup.com.au
Shareholder enquiries
Link Market Services
Locked Bag A14
Sydney South NSW 1235
Telephone: 1300 554 474
Website: www.linkmarketservices.com.au
Auditor
Deloitte Touche Tohmatsu
Quay Quarter Tower, 50 Bridge Street
Sydney NSW 2000
Telephone: +61 2 9322 7000
Website: www.deloitte.com.au
Stock exchange listing
Autosports Group Limited ordinary shares are listed on the Australian Securities Exchange
(ASX under code: ASG)
Corporate Governance Statement
The Corporate Governance Statement is located on our website. Visit
www.autosportsgroup.com.au.
Annual General Meeting
The 2024 Annual General Meeting of Autosports Group Limited will be held on Friday 22
November 2024 at 11:00am. Further details will be provided in the Notice of Meeting, which will
be provided to shareholders in mid-October 2024. The Notice of Meeting will also be available
on the ASX Company Announcements Platform and Autosports Group’s website,
www.autosportsgroup.com.au.
For the purposes of ASX Listing Rule 3.13.1 the Company gives notice that the last day to
receive director nominations is 19 September 2024.