Annual Report for the year ended 30 June 2024
Fleetwood Limited ABN 69 009 205 261
Annual Report
2024
Searipple Village Karratha WA - Community Solutions
Corporate Directory
Directors
John Klepec
Bruce Nicholson
Jeff Dowling
Adrienne Parker
Mark Southey
Martin Monro
Company Secretary
Elizabeth Maynard
Auditor
EY Australia
Banker
Westpac Banking Corporation
Registered Office &
Principal Place Of Business
Level 2, 464 Hay St
Subiaco WA 6008
T: (08) 9323 3300
E: info@fleetwood.com.au
W: www.fleetwood.com.au
Celebrating 60 Years
2
Group Structure
4
Vision and Values
5
Highlights FY2024
6
Board of Directors
8
Executive Team
10
Chairman’s Letter
12
Managing Director and CEO’s Review
14
Financial Report
26
Directors’ Report
28
Directors’ Declaration
45
Auditor’s Independence Declaration
46
Independent Auditor’s Report
93
ASX Additional Information
99
Contents
Fleetwood Australia was founded in 1964 as a caravan
business at the forefront of the popular Australian RV
market. Over the past 60 years, Fleetwood Australia has
evolved into a nationally recognised brand, becoming a
household name for its innovative, sustainable and world
leading quality products and service in the modular,
community village and RV sectors.
Share Registry
Computershare Investor Services Pty Limited
Level 17
221 St Georges Terrace
Perth WA 6000
T: 1300 850 505
E: www.investorcentre.com/contact
Our corporate reporting documents
are available for download on the
Fleetwood Investor Centre site
www.fleetwood.com.au/investor-centre/
F L E E T W O O D A U S T R A L I A
1
Front Cover: Our Lady’s Catholic Primary School VIC - Building Solutions
Celebrating 60 years
of innovation.
At age 22,
John Wood
renovated an
old caravan on
the driveway
of his parents’
home in
Perth with
a vision to
revolutionise
the way
people explore
the country by
open road.
From privately
owned to
publicly listed,
Fleetwood
listed on the
ASX in 1987.
Founded
in Western
Australia,
Coromal
Caravans
played a
pivotal role
in fueling the
growth of
the caravan
industry.
The largest
manufacturer
and distributor
of RV and
caravan spare
parts and
accessories
to the
recreational
vehicle
industry in
Australia.
Expands its
distribution
of parts and
accessories to
New Zealand.
A trusted
and popular
caravan brand
for Australians
over many
decades.
1,300 room
modular
built accom-
modation
village ideal
for fulfilling
short-term
accom-
modation
needs in key
mining and
energy project
hubs.
1964
Caravan
business
formed
2003
Acquired
Windsor
Caravans
2004
Acquired
Karratha
caravan
park and
converted
to Searipple
Village, WA
1987
ASX Listing
1999
Coromal
Caravans
acquired
2000
Camec
acquired
2001
Camec
enters New
Zealand
market
For six decades, Fleetwood has been
at the forefront of innovation, shaping
the landscape of Australia’s modular
construction and RV industries. From our
humble beginnings in 1964 to becoming
the nationwide leader we are today, every
step of our journey has been fuelled by
passion, dedication, and commitment to
building a brighter future.
As we celebrate this special occasion, we
extend our heartfelt gratitude to our loyal
customers, dedicated employees, and
supportive community for their unwavering
support throughout the years. It’s because
of you that we’ve been able to achieve
such success.
We’re excited to continue pushing
boundaries, embracing new opportunities,
and delivering sustainable solutions that
make a positive impact. Here’s to the next
60 years of Fleetwood!
From then, to now. Looking back at 60
Years of Fleetwood in Australia.
A N N U A L R E P O R T F Y 2 0 2 4
2
Acquired
Perth Airport
site to expand
modular
operations
Acquisition of
an established
modular
manufacturer
in Queensland
and Victoria
providing
the entry
point to the
Eastern state
expansion.
A joint venture
between
the Housing
Authority and
Fleetwood
to build 293
modular
dwellings,
providing
affordable
high-quality
social housing.
Today,
Fleetwood
manages the
village.
Sold Coromal
& Windsor
caravans to
Apollo.
Acquisition of
an established
modular
manufacturer
in New
South Wales
to cement
the Eastern
footprint
for Building
Solutions.
Acquisition
of Northern
RV allowed
Fleetwood
to expand
its market
into original
equipment
manufacturers
(OEMs) within
the Caravan
and RV sector.
Fleetwood
Building
Solutions
becomes
the largest
modular
manufact-
urer in
Australia
with a
national
footprint.
2006
Fleetwood
acquired
Perth
Airport site
2019
Acquired
Northern RV
Building
Solutions
opens in
South
Australia
2020
2010
Acquired
Bendigo
Relocatable
Buildings
BRB Modular
(BRB)
2014
Osprey
Village, Port
Hedland,
Western
Australia
2018
Exit selling
Caravans
2018
Acquired
Modular
Building
Solutions
Operator of
Accommodation
Villages in Karratha and
Port Hedland.
Australia’s largest
manufacturer and
distributor of spare parts
for caravans and RV’s.
Australia’s largest
manufacturer
of modular buildings.
2024
F L E E T W O O D A U S T R A L I A
3
Operation of accommodation
villages - Searipple in Karratha and
Osprey in Port Hedland
Creating outdoor comfort as a
leading supplier of RV, camping
parts, accessories, caravan and
motorhome servicing
Design, manufacture and supply of
modular buildings for the education,
custodial, mining, lifestyle villages,
commercial, sporting facilities and
affordable housing
Group Structure
A N N U A L R E P O R T F Y 2 0 2 4
4
Vision Purpose Values
To be the leader in reimagining
sustainable spaces
Vision
Purpose
Values
To create innovate spaces
so people can thrive
Zero Harm
Collaboration
Integrity
Accountability
Innovation
F L E E T W O O D A U S T R A L I A
5
Highlights
2024
EBIT $8.2M
Up 95% on FY23
Free Cash Flow $5.7M
Cash Conversion 79%
NPAT $3.8M
Up 90% on FY23
Final Dividend 2.5 cps
Fully Franked (FY23 2.1 cps)
Full Year Dividend 5.0 cps
Fully Franked (FY23 2.1 cps)
A N N U A L R E P O R T F Y 2 0 2 4
6
Group Safety Performance
30% improvement
in TRIFR
Building Solutions
Returned to profitability
EBIT 0.7% of revenue
Searipple Occupancy
FY24 34% actual
FY25 65% contracted
Building Solutions
Order book $178M
Up from $127M in Jun-23
F L E E T W O O D A U S T R A L I A
7
John Klepec
BCOMM
Non-Executive Director, Board Chair
John Klepec was appointed as
a Non-Executive Director on 19
November 2020, and as Chair
of the Board from 26 February
2021. John has over thirty years
of experience across a range
of industry groups including
construction, resources,
media, health care, building
products, construction materials,
agriculture, logistics, livestock
trading and shipping.
John is currently the Executive
Chairman of Wellard Limited a role
he has held from 2018 and previously
was a non-executive director of Ten
Network Holdings Limited.
John was previously the Chief
Development Officer for Hancock
Prospecting, and prior to that, held
senior management positions with
major Australian publicly listed
companies BHP Billiton Limited,
Mayne Group Limited and with the
private BGC Group.
From his prior successful executive
and board roles John brings extensive
financial expertise, corporate
development, operational leadership
and strategic thinking to any
commercial position.
John holds a Bachelor of Commerce.
John has held the following
directorships of listed companies in
the three years immediately before
the end of the financial year: Executive
Chairman of Wellard Limited
(appointed November 2016).
Jeff Dowling
BCOMM, FCA, FFIN, FAICD
Non-Executive Director,
Chair of Audit Committee
Jeff Dowling was appointed as a
Non-Executive Director on 1 July
2017, and thereafter as Chair of
the Audit Committee.
Jeff is a highly experienced corporate
leader with over 40 years of
experience in professional services
with Ernst & Young. Jeff held
numerous leadership roles within Ernst
& Young which focused on mining, oil
and gas and other industries. Jeff’s
expertise is centred around audit, risk
and financial acumen derived from
acting as lead partner on numerous
large public company audits, capital
raisings and corporate transactions. As
a non-executive director of a number
of ASX listed companies Jeff has
been involved with various corporate
acquisitions and takeovers, debt
restructures and equity raisings.
Jeff holds a Bachelor of Commerce
and is a Fellow of the Australian
Institute of Company Directors, a
Fellow of the Institute of Chartered
Accountants, and a Fellow of the
Financial Services Institute of
Australasia.
Jeff has held the following
directorships of listed companies in
the three years immediately before
the end of the financial year: Non-
Executive Director of S2 Resources
Limited (appointed May 2015), Non-
Executive Director of NRW Holdings
Limited (appointed August 2013),
Non-Executive Director of Battery
Minerals Limited (appointed January
2018 and resigned on 4 September
2023) and Non-Executive Director of
Arrow Minerals Limited (appointed 15
February 2024).
Adrienne Parker
LLB, MAICD
Non-Executive Director, Chair of
Nominations & Diversity Committee
Adrienne Parker was appointed
as a Non-Executive Director on
23 August 2017, and thereafter
as Chair of the Nominations &
Diversity Committee.
Adrienne is a lawyer with over 25
years’ experience in the infrastructure,
energy and resources sectors, with
a focus on major projects as well
as running large-scale and complex
disputes.
Adrienne was most recently a partner
and Head of the Perth office at a
global law firm, where she advised
on the procurement and delivery of
infrastructure in the mining, oil and
gas and renewables sectors including
rail, roads, ports and airports.
Adrienne’s experience also includes
providing advice on risk assessment
and management, procurement
models and strategy with respect to
major projects.
Adrienne holds a Bachelor of Laws
from the University of Western
Australia. She is the immediate
past Chair of the Joint Law Council
of Australia and Law Society of
Western Australia’s Construction and
Infrastructure Law Committee and
a past president of the WA Chapter
of The National Association of
Women in Construction. She is also
a member of the Australian Institute
of Company Directors. Adrienne has
held the following directorships of
listed companies in the three years
immediately before the end of the
financial year: Non-Executive Director
of Liontown Resources Limited
(appointed 1 October 2022), Non-
Executive Director of Resolute Mining
Limited (appointed 21 March 2024)
and Non-Executive Director of
NRW Holdings Limited (appointed
13 May 2024).
Board of Directors
A N N U A L R E P O R T F Y 2 0 2 4
8
Mark Southey
BSC (HONS), MBA, GAICD
Non-Executive Director,
Chair of Remuneration Committee
Mark Southey was appointed as
a Non-Executive Director on 10
October 2018, and thereafter
as Chair of the Remuneration
Committee.
Mark is an experienced senior
executive with extensive global
experience in industrial technology
and services and project development
in the natural resources sectors. Mark
has previously held senior executive
positions with Honeywell and ABB
in Australia and internationally, and
was a member of the global executive
leadership team within WorleyParsons
where he held the position of Group
Managing Director for the Minerals,
Metals and Chemicals Sector.
Mark holds a Bachelor of Science
(Hons) in Engineering with Business
Studies, has an MBA from the
University of Sydney Business School,
is a Graduate of the Australian
Institute of Company Directors and is
a member of Engineers Australia.
Mark is an advisory board member
for Gas Cleaning Technologies LLC
(Dallas) and has held the following
directorships of listed companies in
the three years immediately before
the end of the financial year: Non-
Executive Chairman of Arafura
Resources Limited (appointed
January 2018).
Martin Monro
BA (PSYCH), FAICD, FAIB
Non-Executive Director,
Chair of Risk Committee
Martin Monro was appointed as a
Non-Executive Director on 1 June
2020, and thereafter as Chair of
the Risk Committee.
Martin was formerly the Chief
Executive Officer and Managing
Director of Watpac Limited from
August 2012 until his retirement in
an executive capacity in June 2019.
Martin remained on the Watpac board
for a further five years as a non-
executive director and retired in May
2024.
Martin has more than 35 years’
experience in the Australian and
international construction sectors,
with a proven track record in prudent
financial management, safety
leadership and successful expansion
into new markets.
Martin is the Non-Executive Chair
of Big River Industries Limited and
a Non-Executive Director of Service
Stream Limited. In addition to his
ASX-listed roles, Martin also Chairs the
Pannell Enoteca Advisory Board and
is a Specialist Workplace Relations
Advisor to the Board of the Australian
Constructors Association. Martin is
a past National Vice President of the
Australian Industry Group and was a
Government-appointed member to
the Royal Melbourne Showgrounds
Unincorporated Joint Venture Board
from 2019 to 2022.
Martin has a Bachelor of Arts Degree
(Psychology) and post graduate
qualifications in Human Resources
Management, is a graduate of the
Accelerated Development Program
at the London Business School, a
Fellow of the Australian Institute of
Company Directors and a Fellow of
the Australian Institute of Building.
Martin has held the following
directorships of a listed company in
the three years immediately before
the end of the financial year: Non-
Executive Director of Big River
Industries Limited (appointed 10
September 2021) and Non-Executive
Director of Service Stream Limited
(appointed 3 October 2022).
Bruce Nicholson
B. ENG, MBA, MAICD
Managing Director,
Chief Executive Officer
Bruce Nicholson commenced
as Chief Executive Officer
on 1 July 2021 and was
appointed Managing Director
on 1 August 2022.
A highly credentialled building and
construction materials executive,
Bruce has demonstrated expertise
delivering results within challenging
environments and projects in Australia,
New Zealand, North America and
Europe.
Prior to joining Fleetwood, Bruce
served as Chief Executive Officer and
Managing Director of Waco Kwikform
Group, Australia and New Zealand’s
leading supplier of scaffolding and
false work to commercial and civil
construction, residential and industrial
markets.
Bruce was credited with leading
the turnaround of a complex
manufacturing operation in the
concrete piping and products
business, as head of Fletcher Building
Group’s ROCLA business.
Deep experience in heavy
manufacturing is complemented by
Bruce’s logistics and commercial skills
honed from extensive roles within the
Holcim Group, where he progressed
to the position of Executive General
Manager for Australian and New
Zealand aggregate operations.
Bruce’s substantial industry
experience is underpinned by a
Bachelor in Civil Engineering from the
University of Technology Sydney and
an MBA from James Cook University.
Bruce did not hold any other
directorships with listed companies in
the last three years.
BOARD OF DIRECTORS (CONT’D)
F L E E T W O O D A U S T R A L I A
9
Executive Team
Cate was appointed as Chief
Financial Officer on 19 February
2024. Cate brings over 25
years of diverse experience
in financial control and
commercial finance to her role
at Fleetwood.
As a seasoned leader in finance,
Cate has steered esteemed
companies in a range of industries
to excellence, including ASX-listed
companies Inghams, Brambles,
Mantra, and Tabcorp. Cate’s
expertise spans strategy, business
transformation, outsourcing, M&A,
investor relations, media, and
corporate affairs.
Cate is an advocate for inclusion
and building high-performance
teams that drive results. She is
dedicated to nurturing collaborative
environments and relationships
where both individuals and
organizations thrive.
Cate holds a Bachelor of Commerce
(Economics & Legal), Master of
Commerce (Accounting) and is a
Fellow of CPA Australia.
Cate Chandler
BCOMM, MCOMM, FCPA
Chief Financial Officer
Andrew McCormack
MA (ENG), BENG (HONS),
DHRM, CPHR
Executive General Manager, Human
Resource, Safety & Risk
Elizabeth Maynard commenced
as General Counsel & Company
Secretary in September 2018.
Prior to her appointment, Elizabeth
spent a number of years in private
practice as a Corporate / M&A
lawyer with a top-tier Australian
law firm advising clients in a
variety of sectors on domestic
and cross-border transactional
and commercial matters. Elizabeth
also has significant international
experience, having spent over 3
years working in Singapore and the
Asia-Pacific region at a top-tier UK
law firm.
Elizabeth holds a Bachelor of Laws
(Hons) and Bachelor of Commerce
(Accounting) and is a Graduate of
the Australian Institute of Company
Directors. She is a member of the
Law Society of Western Australia’s
In-House and Government Lawyers
Committee and a member of
the Royal Perth Hospital Human
Research Ethics Committee.
Andrew McCormack was
appointed as General Manager
for WHSE and Human
Resources in July 2014, after
commencing with Fleetwood in
July 2011.
Prior to joining Fleetwood, Andrew
held a variety of Operations
Management, Industrial Engineering
and Human Resources roles
in Australian and international
manufacturing firms. Andrew
has significant experience in
risk management and employee
relations legislation and a genuine
passion for the wellbeing and
development of our people.
Andrew holds a Master of
Engineering (Industrial), a Bachelor
of Engineering (Hons) and a
Diploma of Human Resources
Management and is an AHRI
certified Human Resources
Practitioner.
Elizabeth Maynard
LLB (HONS), BCOMM, GAICD
General Counsel &
Company Secretary
A N N U A L R E P O R T F Y 2 0 2 4
10
EXECUTIVE TEAM (CONT’D)
Giles Everest was appointed as
Executive General Manager WA,
in August 2022.
With a history in the company,
Giles has previously held positions
at Fleetwood between 2007
and 2017 that include Executive
General Manager Manufactured
Accommodation West, General
Manager WA and Project Services
Manager.
Bringing extensive experience, Giles
has held executive positions in private
and listed mining services and supply
chain and logistics businesses and has
had significant experience in project
management across construction and
industrial services. He has successfully
led businesses through turnarounds,
accelerated growth, acquisition
and economic downturn. He has an
unwavering commitment to safety and
is passionate about leadership, culture
and continuous improvement.
Giles holds a Master of Business
Administration from the University of
Western Australia and is a member of
the Australian Institute of Company
Directors.
Giles Everest
MBA
Executive General
Manager, WA
Tara Goldsworthy
BENG, FAIM, GAICD
Executive General Manager,
Manufacturing
Andrew Arapakis
BENG
Executive General Manager,
RV Solutions
David Bolton
MBA, BENG, GAICD
Executive General Manager,
Building Solutions
Tara Goldsworthy was appointed
as Executive General Manager,
Manufacturing in October 2021.
Prior to joining Fleetwood, Tara held
a variety of senior transformational,
process, manufacturing, supply chain,
and business development roles
spanning mining, manufacturing, and
industrial sectors.
With more than 20 years’ experience,
Tara’s career includes 16 years
delivering process improvement,
manufacturing and business
improvement solutions within Rio
Tinto and broader heavy industry.
Passionate about driving
manufacturing and supply chain
improvements, Tara brings a wealth of
expertise in diagnosing and realising
operational improvements using
process, systems and technology
changes that unlock substantial
increases in business value.
Tara holds a Bachelor of Metallurgical
Engineering, is a Fellow of the
Australian Institute of Management
and is a Graduate Member of the
Australian Institute of Company
Directors.
Andrew Arapakis was appointed
as Executive General Manager,
Recreational Vehicle Solutions in
March 2023.
Before joining Fleetwood, Andrew
held a variety of senior leadership
positions in the automotive,
manufacturing, industrial and waste
management industries, gaining
extensive experience delivering
strategy and developing culture
to positively impact organisational
performance.
Andrew’s career over the past 25
years includes senior sales leadership
positions at Cleanaway, a CEO role
at Krueger Transport and a GM, Sales
and Marketing position at Denso
International. He also completed 13
years at Delphi Australia, progressing
from Sales and Engineering Manager
to Managing Director and a further
eight years in production and
technical sales management roles at
Robert Bosch Australia.
Andrew holds a Bachelor of
Engineering from Swinburne Institute
of Technology.
David Bolton was appointed
as Executive General Manager,
Building Solutions in September
2022.
David brings more than 25 years’
experience in general management
and project management roles across
manufacturing, mining, and logistics
businesses. His career includes more
than 11 years at Boral, two years at
Adelaide Brighton and 12 years at
Hanson Australia leading large teams
to deliver significant improvements in
safety, culture, customer experience
and EBIT growth across multi-site
operations.
David offers a wealth of commercial
expertise and key strength of
business transformation through
strategy development, revenue
growth, operational excellence, team
performance and engagement, and
supply chain management.
David holds a Master of Business
Administration from La Trobe
University, a Bachelor of Engineering
in Civil Engineering from The
University of Technology Sydney
and is a Graduate of the Australian
Institute of Company Directors.
F L E E T W O O D A U S T R A L I A
11
Chairman’s
Letter
Foundation to Build On
A N N U A L R E P O R T F Y 2 0 2 4
12
Dear Shareholders,
As Chairman of Fleetwood and
on behalf of my fellow Directors,
I am delighted to present this
year’s annual report.
Our three business units operate in
cyclical markets, and FY24 presented
a mixed performance, with each
market moving through different
stages. However, as we look forward
to FY25, we anticipate a strong
outlook in two of these three markets.
FY24 marked an improvement in our
financial performance, with Building
Solutions returning to profitability, a
particularly pleasing outcome. While
there is still more to be achieved, we
plan to build on this established base
and further improve financial returns in
FY25, working towards an acceptable
return for our shareholders.
Community Solutions continued to
experience low demand from the
previous financial year, though the
market began to shift upwards toward
the end of FY24. We expect this
upward trend to continue in FY25,
particularly for Searipple in Karratha,
benefiting from projects across the oil
and gas, fertiliser, and green energy
sectors and ongoing solid demand
from the iron ore sector. The current
contracted FY25 base occupancy of
65% provides an excellent foundation
to capitalise further on projects in the
Karratha region.
Building Solutions, with its sizeable
government-contracted base,
operates in a less cyclical market.
However, the housing sector, where
we are a significant provider, remains
highly cyclical. As we enter FY25, this
sector is now poised for high demand,
particularly for affordable housing.
Governments across Australia are
actively seeking affordable housing
solutions, with modular housing
emerging as a preferred option,
as evidenced by the Queensland
Government’s recent commitment to
deliver 600 modular homes.
With our current operations, we
have the capacity to deliver over
1,000 houses into the New South
Wales and Victorian markets alone.
Building Solutions is recognised as a
leader in modular construction across
education, custodial, mining, lifestyle
villages, and affordable housing
market segments in Australia. The
acceptance of modular construction
continues to grow. As Australia’s
largest modular manufacturer, we
are well-positioned as a significant
participant as key clients increasingly
recognise modular’s benefits to the
building sector.
The Build, Transform, and Grow
strategy remains our focus in Building
Solutions, with work commencing
in FY24 on the growth phase of the
plan. While we are not the first movers
in the modular sector, we are well-
positioned to capitalise on the lessons
learned from successes and failures
in other countries. We will continue
to build for the future, though our
approach will evolve from how we
currently operate.
Much of the change that has
occurred offshore has focused on
industrialising the construction
process, which involves high
capital costs and has seen many
failures. However, advancements in
technology, combined with the scale
of the Australian market, have led
us to explore other opportunities
to substantially improve how we
meet market requirements without
significant capital cost or risk.
After several years of robust demand
and excellent returns, FY24 saw a
reversal in market demand for the
RV Solutions business, driven by
cost-of-living pressures impacting
consumer discretionary spending.
While the short-term outlook remains
subdued, the medium-term outlook is
positive, supported by the large fleet
of caravans in service across Australia.
RV Solutions is well-positioned to
support OEM (original equipment
manufacturers) and aftermarket
demand for products and services as
the market recovers.
I commend the Fleetwood team of
over 650 people for their hard work
and commitment over the past twelve
months. Their efforts have delivered
progress against our strategy and
improved financial and safety results.
Finally, I thank our shareholders
for their ongoing support and
acknowledge my fellow Board
members for their commitment during
the past year.
We commence FY25 on a very solid
footing, allowing the Company to
continue developing the Building
Solutions future operating model
and maintaining ongoing returns to
shareholders.
John Klepec
Non-Executive Chairman
John Klepec
Non-Executive Chairman
CHAIRMAN’S LETTER
F L E E T W O O D A U S T R A L I A
13
Review of
Operations
Our FY24 results reflect a strong year-on-year
improvement in earnings, underscoring the progress
in executing our Build, Transform, Grow strategy.
A N N U A L R E P O R T F Y 2 0 2 4
14
Dear Shareholders,
Our FY24 results reflect a strong
year-on-year improvement in
earnings, underscoring the
progress in executing our Build,
Transform, Grow strategy.
Key FY24 results include:
+ EBIT of $8.2 million, up
95% from the previous year
+ NPAT of $3.8 million, up
90% from the previous year
+ Fully franked dividends
declared for the full year at
5.0 cents per share
+ TRIFR at 7.1, down 30% from
the previous year
Building Solutions returned to
profitability, supported by the
initiatives we implemented. We
focused on delivering quality revenue
suited for modular construction,
diversifying our revenue base,
targeting sustainable margins,
increasing utilisation, and achieving
procurement savings to enhance
earnings. Although delays in decision-
making on key projects in the second
half of FY24 affected revenues, the
outlook is improving with the recent
announcement of a $40 million
contract with Q-Build to construct
60 homes in Queensland. The order
book stabilised and grew slightly by
30 June, and the current order book is
$178 million, with significant increases
from Q-Build, Transport for NSW, and
key worker accommodation contracts,
up from $127 million in June 2023.
Community Solutions saw improved
results in the second half as
occupancy increased with additional
contracted rooms from Rio Tinto.
Osprey Village also benefited from
higher rents that took effect in the last
quarter. The outlook for Community
Solutions is very promising,
particularly for Searipple in Karratha,
which is set to benefit from various
projects in the oil and gas, fertiliser,
and green energy sectors. The
current contracted FY25 occupancy
for Searipple is 65%, with further
opportunities to capitalise on growing
regional demand.
The RV Solutions business faced
economic challenges as cost-of-
living pressures negatively impacted
consumer discretionary spending
across the industry. While the
short-term outlook is subdued, the
medium to longer-term outlook
remains positive, driven by the large
fleet of caravans in service across
Australia, which will continue to
support aftermarket demand for our
products and services. The business
made significant progress in building
capability by investing in frontline
sales and management training to
develop a stronger, more quality-
focused pipeline of work moving
forward.
Our investment in a body care
program significantly improved our
safety performance, with TRIFR
reducing by 30% to 7.1.
We made good progress in enhancing
our systems and processes, with ERP
implementation completed in our
NSW business and well advanced in
our RV Solutions business. Upgrades
to our estimating, CRM, and Sales
and Operational planning tools are
underway, aiming to simplify the
business in the future.
The Company’s dividend policy
remains to pay out 100% of Net Profit
After Tax (NPAT). The Board declared
a fully franked final dividend of 2.5
cents per share, bringing the full-year
dividend, on a fully franked basis, to
5.0 cents per share.
With the growing acceptance of
modular construction and the
significant improvement in the
Building Solutions order book and
forward bookings at Searipple,
Fleetwood anticipates continued
earnings growth momentum in FY25.
Managing Director
and CEO’s Review
REVIEW OF OPERATIONS
Bruce Nicholson
Managing Director,
Chief Executive Officer
FY22
19.6
FY23
FY24
10.2
7.1
TRIFR Safety Performance
F L E E T W O O D A U S T R A L I A
15
Results Summary
$ MILLION
FY24
FY23
CHANGE
Revenue
419.9
410.6
2%
EBITDA
24.7
21.0
17%
Depreciation
16.5
16.8
-2%
EBIT
8.2
4.2
95%
EBIT % Revenue
1.9%
1.0%
Finance costs
1.6
1.6
-1%
Pre-tax profit
6.6
2.6
153%
Tax expense (benefit)
2.8
0.6
368%
NPAT
3.8
2.0
90%
NPAT % Revenue
0.9%
0.5%
$ MILLION
FY24
FY23
CHANGE
RV Solutions
1.3
6.9
-81%
Building Solutions
2.2
-5.5
140%
Community Solutions
11.5
10.2
13%
Corporate
-6.8
-7.3
7%
EBIT
8.2
4.2
95%
$ MILLION
FY24
FY23
CHANGE
RV Solutions
75.5
80.6
-6%
Building Solutions
309.6
295.9
5%
Community Solutions
33.7
33.7
0%
Corporate
1.0
0.5
131%
Revenue
419.9
410.6
2%
Variance %’s are calculated on financial results rounded in millions to one decimal place.
REVIEW OF OPERATIONS (CONT’D)
Business unit result summary
A N N U A L R E P O R T F Y 2 0 2 4
16
Capital Management
Cashflow and debt
$ MILLION
FY24
FY23
VAR
EBITDA
24.7
21.0
3.7
Non-cash items
1.2
0.0
1.2
Working capital and other
-6.3
-14.0
7.7
Operating cash flow
19.6
7.1
12.5
Cash conversion
79%
34%
45%
Net Capex
-12.2
-6.7
-5.4
Interest paid (net)
-0.2
-1.1
0.9
Tax
-1.5
-0.5
-1.1
Free Cash Flow
5.7
-1.3
7.0
Lease repayments and other
-8.4
-7.5
-0.9
Dividends paid
-4.3
0.0
-4.3
Share buyback
-0.2
0.0
-0.2
Financing cash flows
-12.9
-7.4
-5.5
Movement in net cash
-7.2
-8.7
1.4
Net Closing Cash
39.3
46.6
-7.2
REVIEW OF OPERATIONS (CONT’D)
The Company delivered a cash
conversion result of 79% through
disciplined working capital
management, offsetting a $20.0
million unwinding of a prepaid
contract in Building Solutions at the
end of June 2023 to generate free
cash flows of $5.7 million. Capital
expenditure was elevated due to
the refurbishment of Searipple in
preparation for higher contracted
occupancy.
The Company retained $81.0 million in
total debt and bonding facilities, while
bonding facilities fell from $18.7 million
to $16.0 million, no debt was drawn in
the year.
The full year fully franked dividend
payout of 5.0 cents per share
represents a payout ratio of 100% of
NPAT. The Dividend Policy announced
to the market on 3 February 2021 to
pay 100% of NPAT remains in place.
The share buy-back announced on 14
May 2024 resulted in the acquisition
of 144,000 shares to the end of June
2024.
The Board will continue to review the
Group’s capital structure with a focus
on maximizing returns to shareholders
and maintaining balance sheet
strength and flexibility.
F L E E T W O O D A U S T R A L I A
17
Community
Solutions
REVIEW OF OPERATIONS (CONT’D)
Community Solutions Performance
Community Solutions’
performance continued to
improve with EBIT up
13% on FY23.
Client shutdowns in 1H24 and
contracted room nights with Rio
Tinto, Yarra Fertilisers and Woodside
underpinned the utilisation and
profitability during the year to deliver
a full year occupancy of 34%.
The exit rate of occupancy
included the additional room nights
contracted to Rio Tinto across 3
years commencing Apr-24 which is
expected to generate incremental
revenue of $100 million to $120 million
between Apr-24 to Apr-27.
In the year the Searipple facility was
refurbished to upgrade the rooms,
gymnasium and general facilities
to refresh the village ready for the
upcoming Karratha demand.
Several opportunities currently
exist with discussions ongoing
with several parties for rooms to
support major projects and planned
shutdowns overcoming periods in
the Karratha region.
Osprey Village remains fully occupied,
and a waiting list of potential tenants
reflects the strength of the Port
Hedland market.
A N N U A L R E P O R T F Y 2 0 2 4
18
$11.5M
$10.2M
FY23
+13%
FY24
REVENUE
EBIT
Community Solutions
$33.7M
$33.7M
FY23
0%
FY24
REVIEW OF OPERATIONS (CONT’D)
Strategy Update and Outlook
The outlook for Community Solutions
remains buoyant with the prospect
that Western Australia’s North-West
region will result in significant future
development of new projects in the
oil and gas, fertiliser, and green
energy sectors.
The Searipple contracted occupancy
for FY25 is 65% providing Fleetwood
with an excellent base to further
optimise revenue per available room,
from new projects in the region and
current customers.
A growing number of low-carbon
projects are currently under
consideration in the North-West of
Western Australia. The requirement
for communities to house and
facilitate these projects is a significant
medium-term opportunity for
Community Solutions.
Commercialisation of Glyde
technology, the keyless lock and
energy management system, using
the Fleetwood developed technology
is near complete. Fleetwood’s
development of the technology
and its availability to deliver through
our Building Solutions business
positions the Company as a digital
market leader in the delivery of
technology solutions.
Community Solutions is well placed
to pursue Build Own Operate/
Transfer (BOOT) or Build to Rent
(BTR) opportunities in several sectors,
leveraging the ability to source
new villages at a competitive
cost supported by the Building
Solutions business and Fleetwood’s
balance sheet.
F L E E T W O O D A U S T R A L I A
19
Building
Solutions
REVIEW OF OPERATIONS (CONT’D)
Building Solutions
Performance
Building Solutions returned to
profitability delivering an EBIT
of $2.2m million in the year
supported by the execution
of Build, Transform and Grow
strategic initiatives.
The FY24 year started strong with
revenue of $172.1 million in the first
half, falling 20% in the second half
to $137.5 million, as delays in project
decisions adversely impacted
revenues and profitability. Gross
margins improved through the year as
procurement savings were captured
realising $2.5 million in savings across
the year.
The Queensland business continued
to deliver excellent performance
where population growth is creating
education, social housing and essential
worker demand. An improved
performance in Western Australia
was underpinned by lifestyle housing
developments in Helena Valley and
Piara Waters as well as revenues from
the mining, commercial, education and
childcare sectors.
Fleetwood continues to be recognised
as a market leader in education and
in the year received an honourable
mention at the Modular Building
Institute (MBI) Industry Awards
2024 for Best Permanent Modular
Education over 10,000 square feet
for Our Lady’s Primary School in
Surrey Hills, Victoria. Designed by
B2 Architecture and constructed by
Fleetwood the project at Our Lady’s
Primary School spanned 13,670 square
feet across two storeys, seamlessly
integrating new modular buildings
with existing structures. The project
demonstrated our commitment
to advancing modular solutions in
education, providing a contemporary
learning environment that meets
the highest standards of quality and
functionality.
Strategy Update
and Outlook
Building Solutions is a leader in
modular construction for the
education, commercial, mining,
lifestyle village, and affordable housing
market segments across Australia.
Building Solutions anticipates an
improvement in its ROCE to 15% over
the next two years. The improvements
will be delivered from the combination
of a stronger order book as the
acceptance of modular grows, higher
utilisation of the factory footprint to
defray fixed costs and efficiencies
from improved systems and processes.
The acceptance of modular in
construction continues to grow, and
as Australia’s largest and only national
modular manufacturer we are well
positioned as a major participant as
key clients recognise the benefits
modular brings to the building
sector. Governments across Australia
are actively looking at affordable
housing solutions, and modular
housing is emerging as credible and
preferred solution, as evidenced by
the Queensland Government’s recent
commitment to deliver 600 modular
homes. As part of this announcement,
Fleetwood was awarded a $40m
contract with Q-Build to build 60
homes in Queensland.
Our Lady’s Catholic Primary School Victoria
A N N U A L R E P O R T F Y 2 0 2 4
20
FY23
+140%
FY24
$-5.5M
$2.2M
REVENUE
EBIT
Building Solutions
$309.6M
+5%
FY23
FY24
$295.9M
REVIEW OF OPERATIONS (CONT’D)
While the orderbook stabilised to the
end of June, as at the end of August
the orderbook had reached $178 million,
up 40% from $127 million in June
2023. In addition to the order book,
it is worthwhile to note that Building
Solutions generates approximately
40-50% its of annual revenue from long
term contracts or panel agreements
in the education and housing sectors.
This gives Fleetwood the ability to plan
and manage utilisation in many of its
States and provides a solid foundation
for the business. Customers include
State education departments, lifestyle
village developers and State housing
authorities.
Our Build, Transform & Grow strategy
provides the roadmap for the medium
to long-term improvement in the
quality and consistency of earnings
and we remain committed to the
delivery of the plan.
The build phase involves improving
capability, systems and processes
and brand awareness to underpin
long term, sustainable growth. We
have completed our ERP and work
is underway to unlock efficiencies
across the network. The business has
been progressively moving towards
a national functional leadership
model to improve co-ordination and
effectiveness of important functions
such as sales, estimating, design,
procurement, manufacturing, HSEQ,
human resources, legal, commercial
and finance.
The transform component of
our strategy includes revenue
diversification and moving from being
a bespoke builder to repeatable
manufacturer. This involves qualifying
work coming into our pipeline against
key measures including buildability
for modular, the right margin, a
deeper understanding of risks and
opportunities, and the right customer
to partner with.
Major workstreams include:
+ Reduced building time and
increasing speed.
+ Lower cost, especially when design
variations are considered.
+ Improved quality when compared
to in situ builds.
+ Better ESG credentials, especially
around waste, sustainability, and
the ability to recycle, repurpose and
reuse buildings.
Our grow initiatives in the coming
years will focus on innovation, as
modern methods of construction and
industrialised manufacturing result in
building differently, than we do today.
F L E E T W O O D A U S T R A L I A
21
RV Solutions Performance
A challenging external
environment for the RV Solution
business was headlined by cost-
of-living pressures impacting
consumer discretionary spend.
Net of price increases the revenue
decline was 9.2%, being materially
better than the broader market due
to the strength of new product sales
and distribution channels. The decline
in caravan manufacturing impacting
Original Equipment Manufacturers
(OEMs and aftermarket segments was
closer to 20% as measured by the
register of approved vehicles in 2H24.
The lower EBIT result was due to the
decline in revenue, and the inability to
pass on the full impact of higher input
costs and defray fixed costs against a
backdrop of lower revenues.
Disciplined working capital
management reduced capital
employed through improved
collections and inventory
optimisation through better inventory
management.
RV
Solutions
REVIEW OF OPERATIONS (CONT’D)
A N N U A L R E P O R T F Y 2 0 2 4
22
REVIEW OF OPERATIONS (CONT’D)
$6.9M
$1.3M
FY23
-81%
FY24
REVENUE
EBIT
RV Solutions
$80.6M
$75.5M
FY23
-6%
FY24
Camec Brand Ambassador
Graham Cahill
Strategy Update
and Outlook
While the short-term outlook is
subdued, the medium to longer term
outlook remains positive.
Once again, the early part of the year
has observed signs of re-stocking by
aftermarket customers.
The business will remain in a strong
position through exposure to the
locally built RV market via the parts
and accessories business Camec,
and to overseas imports through the
services business Northern RV.
Sales momentum for new products
is growing and the increase in online
awareness and products continues to
grow. Forward orders for innovative
structural solution products continue
to grow across sandwich panels,
the new Invictus premium doors
and aluminum frames. The team
are continuing to innovate and are
currently working on several exciting
new imported products and range
upgrades to bring to market this year.
As margin pressure is expected to
continue, the immediate focus is to
review the fixed cost base to improve
product and branch profitability in the
short to medium term.
Despite the external market
conditions, the medium to longer
term outlook is positive, supported
by a large fleet of caravans in service
across Australia that will continue to
support aftermarket demand for RV
Solutions products and services.
The RV sector is expected to remain
challenged for the next year, despite
this, RV Solutions is expected it to
remain profitable and emerge stronger
when the cycle rebounds, with a
right sized cost base and improved
earnings.
F L E E T W O O D A U S T R A L I A
23
Sustainability
The Company has committed and is making
progress in adopting a reporting framework
under the guidance provided by the Taskforce
on Climate-Related Financial Disclosure
(TCFD). The TCFD guidelines establish a
set of recommendations for climate related
disclosure that Fleetwood will report on in its
initial Sustainability Report.
Prior to the release of the Sustainability Report,
Fleetwood is taking steps to create a positive
shift in the sustainability of the Company’s
operations. The steps already taken or
underway are summarised in the table on the
following page.
REVIEW OF OPERATIONS (CONT’D)
Jimmy’s Pavillion
A N N U A L R E P O R T F Y 2 0 2 4
24
FY24
FY23
ENVIRONMENTAL
Reduction in Energy consumption from Building Solutions factories over 12 months
4%
13%
Environmental Breaches or Fines
Nil
Nil
SOCIAL
Company Vision & Values
✔
✔
Gender diversity targets for management and blue-collar workforce
✔
✔
Reflect Reconciliation Action Plan finalised
✔
✔
Company-wide Harmony Day, National Reconciliation Week,
International Women’s Day celebrations
✔
✔
Active Diversity and Inclusion committee
✔
✔
Active Women at Fleetwood Forum
✔
✔
Annual Fleetwood Connect Conference (top 50 Leaders)
✔
✔
Community engagement initiatives
✔
✔
Fleetwood Challenge Cup
✔
✔
Fundraising and community support activities
✔
✔
Psychological Safety Strategy
✔
✔
Mental health initiatives – EAP access, R U Ok Day participation
✔
✔
Total Recordable Injury Frequency Rate (per million hours - group)
7.1
10.2
Total Recordable Injury Frequency Rate reduction
30%
33%
Safety Prosecutions or Fines
Nil
Nil
Fatalities
Nil
Nil
Average Total Workforce FY23
814
642
Direct Employees - Female Participation
20%
19%
Number of Female Managers
25%
27%
Number of Apprentices
39
32
Employees Who Returned to Work Post Parental Leave
100%
99%
Company Paid Parental Leave Policy
✔
✔
Company Domestic Violence Policy
✔
✔
GOVERNANCE
Board Members – Female Participation
20%
20%
Board Member Attendance at Board Meetings
99%
99%
Modern Slavery Statement
✔
✔
REVIEW OF OPERATIONS (CONT’D)
F L E E T W O O D A U S T R A L I A
25
Financial Report
FY24
For the year ended 30 June 2024
A N N U A L R E P O R T F Y 2 0 2 4
26
Directors’ Report
28
Risk Management
30
The Remuneration Committee Chairman’s Letter Regarding The Remuneration Report
34
Remuneration Report
35
Directors’ Declaration
45
Auditor’s Independence Declaration
46
Consolidated Statement Of Profit Or Loss And Other Comprehensive Income
47
Consolidated Statement Of Financial Position
48
Consolidated Statement Of Changes In Equity
49
Consolidated Statement Of Cash Flows
50
Notes To The Consolidated Financial Statements
51
Consolidated Entity Disclosure
91
Independent Auditor’s Report
93
ASX Additional Information
99
FINANCIAL REPORT 2024
Contents
F L E E T W O O D A U S T R A L I A
27
Directors’ Report
The information appearing on pages 2 to 25 forms part of the Directors’ report for the financial year ended 30 June 2024
and is to be read in conjunction with the following information:
DIRECTORS AND OFFICERS
The Board is currently comprised of five Non-Executive Directors and one Managing Director. The Directors who are in
office at the date of this Report are:
John Klepec
Non-Executive Director, Board Chair
Bruce Nicholson
Managing Director, Chief Executive Officer
Jeff Dowling
Non-Executive Director, Chair of Audit Committee
Adrienne Parker
Non-Executive Director, Chair of Nominations and Diversity Committee
Mark Southey
Non-Executive Director, Chair of Remuneration Committee
Martin Monro
Non-Executive Director, Chair of Risk Committee
BOARD OF DIRECTORS, AUDIT AND RISK COMMITTEE, REMUNERATION AND NOMINATION AND DIVERSITY
COMMITTEE MEETINGS
During the financial year, 12 Board meetings, 3 Audit Committee, 5 Risk Committee meetings, 2 Remuneration Committee
meetings and 3 Nomination and Diversity Committee meetings were held. The number of meetings attended by each
Director of the Company during the financial year are as follows:
BOARD
AUDIT COMMITTEE
RISK
COMMITTEE
REMUNERATION
COMMITTEE
NOMINATIONS
AND DIVERSITY
COMMITTEE
Eligible to
attend
Attended
Eligible to
attend
Attended
Eligible to
attend
Attended
Eligible to
attend
Attended
Eligible to
attend
Attended
John Klepec
12
12
3
3
5
5
2
2
3
3
Bruce Nicholson
12
12
3
3
5
5
2
2
3
3
Jeff Dowling
12
11
3
3
5
4
2
2
3
2
Adrienne Parker
12
12
3
3
5
5
2
2
3
3
Mark Southey
12
12
3
3
5
5
2
2
3
3
Martin Monro
12
12
3
3
5
5
2
2
3
3
DIRECTORS’ SHAREHOLDINGS
The relevant interest of each Director in Company shares and options at the date of this Report, as notified by the
Directors to the ASX in accordance with s205G(1) of the Corporations Act (Cth) 2001 are as follows:
NO. OF SHARES
John Klepec
71,159
Bruce Nicholson
100,000
Jeff Dowling
75,000
Adrienne Parker
14,990
Mark Southey
22,100
Martin Monro
20,000
INDEMNIFICATION OF DIRECTORS, OFFICERS AND AUDITORS
The Company has executed agreements with current and former Directors and Officers in respect of indemnity, access to
documents and insurance.
Subject to the Corporations Act 2001 (Cth) and Fleetwood’s Constitution, Directors and Officers are indemnified against
all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as
Director or Officer of the Company, except where the liability arises out of conduct involving a lack of good faith.
DIRECTORS’ REPORT
A N N U A L R E P O R T 2 0 2 4
28
The Company provides D&O insurance cover to current and former Directors and Officers. The contract of insurance
prohibits disclosure of the nature of the cover, however insurance premiums paid during the financial year were $280,842
(2023: $312,133).
The access deed provides, among other things, current and former Directors and Officers with access to certain Company
information, during their tenure and for a period of seven years after they cease to be a Director or Officer.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify an auditor of the Company or any related body corporate against liability incurred as
an auditor.
NON-AUDIT SERVICES
The following non-audit services were provided by the Company’s auditor, Ernst & Young Australia. The directors are
satisfied that provision of the non-audit services is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that the
auditor independence was not compromised.
Ernst & Young Australia received or are due to receive the following amounts for the provision of non-audit services:
Non-audit services:
$
Tax compliance services
34,600
PRINCIPAL ACTIVITIES
The principal activities of the Company during the financial year were:
›
design, manufacture, and sale of manufactured accommodation;
›
operation of accommodation villages; and
›
manufacture and distribution of recreational vehicle parts and accessories and associated services.
REVIEW OF OPERATIONS
A review of operations for the year is contained in the Chief Executive Officer’s Review on page 15 of this report.
FINANCIAL POSITION
A summary of the financial position of the Company is disclosed on page 48 and in the Chief Executive Officer’s Review.
SHARE OPTIONS, UNITS AND PERFORMANCE RIGHTS
No share units or options were issued or granted during the 2024 fiscal year or subsequent to year end.
No shares were issued during the year or subsequent to year end as a result of the exercise of an option or conversion
of a performance right.
As at 30 June 2024 there are Performance Rights outstanding 2,114,658 (2023: 2,112,917).
Details of performance rights granted to Key Management Personnel during the year are set out in the Remuneration Report.
EVENT SUBSEQUENT TO BALANCE DATE
On 19 August 2024, the Company announced the appointment of Ms Samantha Thomas as General Counsel and
Company Secretary, following the resignation of Ms Elizabeth Maynard.
On 28 August 2024, the Directors declared a final dividend of 2.5 cents per share with respect to the year ended
30 June 2024.
No adjusting or significant non-adjusting events occurred between the reporting date and the date of authorisation
of this report.
FUTURE DEVELOPMENTS
The Company will continue to pursue increasing both profitability and market share in its major business sectors.
Further information as to likely developments and expected future results are disclosed in the Review of Operations.
DIRECTORS’ REPORT (CONT’D)
F L E E T W O O D A U S T R A L I A
29
DIVIDENDS
A total dividend of 5.0 cents per share was declared with respect to the year ended 30 June 2024.
CORPORATE GOVERNANCE AND RISK MANAGEMENT
Corporate governance and risk management are fundamental to all aspects of Fleetwood’s activities. Set out below is the
Company’s response to the corporate governance principles, followed by a review of the key risks.
Corporate Governance Principles and Recommendations
The Australian Securities Exchange (ASX) Corporate Governance Council sets out best practice recommendations,
including corporate governance practices and suggested disclosures, through the ASX Corporate Governance Principles
and Recommendations (the ASX Recommendations). ASX Listing Rule 4.10.3 requires companies to disclose the extent to
which they have complied with the ASX Recommendations and to give reasons for not following them.
The Fleetwood Board endorses the ASX Recommendations which have been adopted by the Company for the year
ended 30 June 2024, unless otherwise indicated. Please see the Company’s Appendix 4G and accompanying Corporate
Governance Statement which is released on the ASX platform annually for further information. The Company also has
a Corporate Governance section on its website: www.fleetwood.com.au which includes the relevant documentation
suggested for disclosure by the ASX Recommendations.
Risk Management
Risk is an inherent part of Fleetwood’s business and management of those risks is therefore critical to the Company’s
performance and financial strength. There are a number of risk factors both specific to the Company and of a general
nature which may impact the future operating and financial performance of the Group. The performance of the Company
is also influenced by a variety of different general economic and business conditions, including interest rates, exchange
rates, access to debt and capital markets, and government policies.
Material risks that could adversely affect the Company have been identified below along with commentary on the risk and
mitigating actions. The risks are not listed in order of significance nor are they all encompassing, rather they reflect the
most significant risks identified at an enterprise-wide or consolidated level.
Workplace Health and Safety
Fleetwood recognises its moral and legal responsibilities to provide a safe and healthy work environment for all
employees, contractors and the public. External to our production facilities, there is a risk of transport incidents from the
movement of modular buildings to sites and in meeting compliance to Chain of Responsibility requirements.
Any failure to adequately address these responsibilities could result in serious injury and/or death and negatively impact
the Company’s reputation and profitability including via the imposition of significant fines, the temporary shutdown of
operations/sites, or the inability to win new work due to reputational damage.
Mitigation actions include an ongoing work program to embed a safety culture across the business through training and
leadership. The Group maintains a high standard of safety systems, policies and procedures for all businesses which are
overseen by health and safety specialists at all levels of the organisation.
Market Risk
Fleetwood’s financial performance is influenced by the level of activity in the building, government, education, housing
and resources industries which is impacted by a number of factors outside the control of the company.
These factors include:
›
Demand from government customers for infrastructure spend, in particular education related spending from state
government customers.
›
Demand for affordable housing from both government and non-government customers.
›
Demand from mining customers, which may be influenced by factors including (but not limited to) prices of
commodities, exchange rates, the competitiveness of Australian mining operations, macro-economic cycles (in
particular, changes in capital expenditure or delays in natural resources projects).
›
The company’s RV Solutions business is exposed to the risk of a downturn in discretionary spending across the
economy.
Further, Fleetwood operates in a competitive market, and it is difficult to predict whether new contracts will be awarded
due to multiple factors influencing how clients evaluate potential service providers.
Mitigation actions include the development of a diversified customer base across the building sector and development of
new products in the Recreational Vehicle (RV) sector.
DIRECTORS’ REPORT (CONT’D)
A N N U A L R E P O R T 2 0 2 4
30
Loss of Contracts / Reduction in Contract Scope
Fleetwood’s revenues are subject to underlying contracts with varying terms. There is a risk that contracts may be
cancelled (whether for convenience or with cause) or may not be renewed if clients decide to reduce their levels of
spending, potentially reducing revenue.
Contract operations are also vulnerable to the risk of interruption as a result of a variety of factors, which may be beyond
the company’s control, including prolonged heavy rainfall, industrial relations issues and scarcity of materials.
Interruptions to existing operations or delays in commencing contracts may result in lost revenue and, in some
circumstances, additional costs, which may have a material adverse effect on Fleetwood’s business, results of operations
and financial condition.
If a client fails to obtain sufficient funding to successfully develop its project or otherwise fails to meet its working capital
or debt covenant requirements, the client may seek to scale back or cancel its contract, which may have a material
adverse impact on financial performance.
Mitigation actions include working closely with our clients to ensure we understand the issues faced by them and to
identify opportunities where we can assist in ensuring the impact of the types of issues identified above are minimised.
Delivery Performance
Fleetwood’s execution and delivery of projects involves judgement regarding the planning, development and management
of operating facilities, resources and equipment. As a result, operations, cash flows and liquidity could be affected if
the resources or time needed to complete a project are miscalculated, if it fails to meet contractual obligations, or if it
encounters delays or unspecified conditions.
The majority of Building Solutions contracts are ‘lump sum’ in nature and to the extent costs exceed the contracted price,
there is a risk these amounts may not be recovered. From time-to-time variations to the planned scope occurs or issues
arise during the construction phase of a project not anticipated at the time of bid. This may give rise to claims under the
contract with the clients in the ordinary course of business. Where such claims are not resolved in the ordinary course of
business, they may enter formal dispute and the outcome upon resolution of these claims may be materially different to
the position taken by the company.
Fleetwood is also exposed to input costs through its operations, such as the cost of steel and building materials and
personnel. To the extent that these costs cannot be passed on to customers in a timely manner, or at all, financial
performance could be adversely affected. If Fleetwood materially underestimates the cost of providing services,
equipment or plant, there is a risk of a negative impact on financial performance.
Mitigation actions include the development of robust tender and contract review processes which have been structured to
identify risk and develop specific mitigation plans to address issues as they arise. Several longer-term agreements include
a rise and fall clause which mitigates changes in input costs.
Access to Resources
Growth and profitability may be limited by the loss of key management or operational personnel or due to being unable
to recruit and retain skilled and experienced staff. Fleetwood is operating in an environment where competition for people
has increased significantly, driven by both high construction activity and strong commodity demand. This restriction on
available labour combined with the competitive labour market may lead to higher staff turnover, increased labour costs
and lower productivity thus our People Strategy looking to prevent employee turnover is key.
Further, the company is reliant on third party materials to perform contract obligations which may not be available or may
be subject to pricing premiums in order to secure rates. At times, Fleetwood’s supply chain is reliant on overseas sourcing
and normal logistical support timeframes, without which, it could experience delays to project timeframes which lead to
increased costs.
Mitigation actions include the maintenance of a sub-contracting base to manage demand variability and pricing of
contracts includes estimates of the likely costs required to attract the right resources to perform the contract. Fleetwood
has also commenced the process to centralise procurement to improve certainty of timely supply of critical materials.
Design Risk
Fleetwood performs several ‘design and construct’ contracts annually in the building sector. Such projects and contracts
place an obligation on the company to design ‘fit for purpose’ buildings and to give warranties to such effect. Any failure
in design may see Fleetwood exposed to contractual claims for breach of ‘fit for purpose’ or design obligations and, from
time-to-time to performance and liquidated damages.
DIRECTORS’ REPORT (CONT’D)
F L E E T W O O D A U S T R A L I A
31
The potential for building rectification is always present. Fleetwood may have exposure to rectification of any failures
which may result in a call on performance guarantees provided to clients, or in some cases, may exceed the quantum of
any such performance guarantees.
Mitigation actions include maintaining professional indemnity insurance and engaging appropriate third-party design
consultants for complex or specialist design expertise.
Environmental, Social and Governance (ESG) Responsibility
Stakeholders have expectations for the company on a range of important environmental, social and governance matters.
A failure to acknowledge and adequately address these expectations could negatively impact Fleetwood’s reputation and
profitability. There is also a risk that investing in ESG programs and strategies to meet stakeholder expectations increase
Fleetwood’s cost structure.
Fleetwood is committed to approaching all aspects of our business operations in a sustainable and responsible manner
to deliver lasting value to our stakeholders. We will do this by minimising our environmental footprint, making a positive
social impact, and applying ethical business and governance practices to everything we do.
Climate Related Risks
Responding to the challenges presented by climate risk is critical to our ability to operate sustainably.
Community Solutions has operations in recognised cyclone regions and is exposed to material damage from wind, rain
and flood.
Mitigation actions include financial and practical measures ensuring climate related risks and opportunities form part of
our strategic decision-making process and updating our risk management process to include climate related risks and
opportunities.
Regulatory Compliance
Fleetwood must meet regulatory requirements that are subject to continual review, including inspection by regulatory
authorities. Failure to continuously comply with regulatory requirements or failure to take satisfactory corrective action in
response to adverse inspection, could result in enforcement actions.
The company operates in a regulated environment with the potential for significant penalties for non-compliance with
applicable laws and regulations. Future growth prospects are reliant on the ability to market services and any regulatory
change, event or enforcement action which would restrict those activities, could have a material impact on growth
and future financial performance. Amendments to current law and regulations governing operations or more stringent
implementation of laws and regulations could have an adverse impact on Fleetwood, including increases in expenses,
capital expenditure and costs. The impact of future regulatory and legislative change upon the business cannot be
predicted.
Fleetwood is also dependent on various technical and financial accreditations to operate the business. These include
safety accreditations, quality assurance standards, technical accreditations, licencing and various financial accreditations.
Any failure to maintain or comply with accreditation can impact the eligibility of Fleetwood to participate in certain
projects and sectors.
Mitigation actions include the monitoring of regulatory and legislative changes that impact the organisation and ensuring
the company is up to date with its compliance obligations.
Cyber Attack
Fleetwood’s information technology infrastructure is exposed to the potential for various forms of cyber-attack. This risk
has increased with the need to create flexible work structures which include IT infrastructure to support remote work
arrangements.
Mitigation actions include managing our information technology assets to the Australian Cyber Security Centre cyber
security principles. This is a comprehensive set of guidelines set around four key activities, govern, protect, detect and
respond.
DIRECTORS’ REPORT (CONT’D)
A N N U A L R E P O R T 2 0 2 4
32
RESOLUTION OF DIRECTORS
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
J Klepec
Non-Executive Chairman
28 August 2024
Perth
CHAIR OF THE REMUNERATION COMMITTEE’S LETTER REGARDING THE REMUNERATION REPORT
F L E E T W O O D A U S T R A L I A
33
Dear Shareholders and readers of this report,
On behalf of the Board, I am pleased to present our Remuneration Report (the Report) for the financial year ended 30 June
2024. The report that follows this letter details the governance, framework and outcomes of the Company’s remuneration
practices.
Across FY24, significant progress has been made in the execution of our strategy to Build, Transform, Grow, positioning
Fleetwood for further growth in FY25.
Fleetwood’s remuneration framework is designed to align management remuneration with shareholder returns, the principles
of which are outlined in the remuneration principles section of this report.
Details of the remuneration framework applying to the leadership team are transparently and comprehensively disclosed in
this report.
Our objective is to implement remuneration policies that reward value creation and deliver sustainable value for Fleetwood
shareholders. We believe that if investors and their advisers carefully review our forward plans, they will endorse the
effectiveness of the plans implemented thus far and those which we are proposing.
With respect to the key remuneration issues and outcomes in the 2024 financial year:
›
The Short-Term Incentive (STI) structure has not changed in the current year.
›
The financial and non-financial component of the STI were not met in FY24 due to 65% of Budgeted EBIT not being
achieved.
›
Long-Term Incentive (LTI) Performance Right awards for the FY24-26 plan were made to key management
personnel as approved by shareholders at the 2018 Annual General Meeting.
›
No Performance Rights vested for the FY22-24 plan during the year.
With respect to remuneration going forward:
›
Remuneration increases will be considered as appropriate against a backdrop of cost-of-living pressures and our
ability to compete for talent in what is a highly competitive building and infrastructure market.
›
The STI structure for the upcoming year will remain the same.
›
New LTI Performance Right equity awards are being considered on the same terms as approved by shareholders at
the 2018 AGM:
›
Awards with performance periods of three years;
›
50% weighted to relative shareholder return vesting on a gradual basis, and
›
The balance equally weighted to earnings per share growth and return on capital employed. In FY25, the
second 50% will be measured on earnings per share only.
The mandate of the Remuneration Committee remains unchanged. We ask shareholders to support us as we continue to
develop and ,monitor the progress of the schemes which we consider to be in their best interest of all stakeholders and the
core objectives which have been set for those people appointed to lead the execution of our businesses.
M Southey
Non-Executive Director
Remuneration Committee Chair
REMUNERATION COMMITTEE CHAIRMAN’S LETTER REGARDING THE REMUNERATION REPORT
A N N U A L R E P O R T 2 0 2 4
34
The Directors of Fleetwood Ltd (Fleetwood and the Company) present the Remuneration Report for Non-Executive
Directors, Executive Director and other Key Management Personnel (KMP), prepared in accordance with the Corporations
Act 2001 (Cth) and the Corporations Regulations 2001 (Cth).
The Remuneration Report is set out under the following main headings:
1.
Principles used to determine the nature and amount of remuneration
2.
Details of remuneration
3.
Service agreements
4.
Short term incentive included in remuneration
5.
Share-based remuneration
6.
Other information
1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
The principles of the Group’s executive remuneration strategy and supporting incentive programs and frameworks are:
›
to align rewards to business outcomes that deliver value to shareholders;
›
to drive a high performance culture by setting challenging objectives and rewarding high performing individuals; and
›
to ensure remuneration is competitive in the relevant employment marketplace to support the attraction, motivation
and retention of executive talent.
Fleetwood has structured a remuneration framework that is market competitive and aligned to the strategy of the Group.
The Board has established a Remuneration Committee, chaired by Independent Non-Executive Director Mark Southey,
which operates in accordance with its charter as approved by the Board. The Committee is responsible for recommending
and reviewing compensation arrangements for the Directors and the Executive Team.
The Committee has engaged independent remuneration consultants to provide necessary information to assist in the
discharge of its responsibilities (refer to the disclosures below in section 1.4).
The remuneration structure adopted by the Group consists of the following components:
›
fixed remuneration, being annual salary;
›
short term incentives, being cash bonuses; and
›
long term incentives, being share schemes.
The Remuneration Committee assess the appropriateness of the nature and amount of remuneration on a periodic basis
by reference to recent employment market conditions with the overall objective of ensuring maximum stakeholder benefit
from the retention of a high quality Board and Executive Team.
The payment of bonuses, share rights and other incentives are reviewed by the Remuneration Committee annually as part
of the review of executive remuneration and a recommendation is put to the Board for approval. All bonuses, shares and
incentives must be linked to pre-determined performance criteria and hurdles.
During the financial year the Remuneration Committee reviewed:
›
conditions of service and remuneration of the Directors and Executives;
›
remuneration policies of the Group;
›
proposals for new issues under, or changes to, the Company’s long and short term incentive plans;
›
succession plans for senior management; and
›
other related matters.
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED)
F L E E T W O O D A U S T R A L I A
35
The remuneration components for each Executive are detailed below.
1.1 Total Fixed Remuneration (TFR)
TFR comprises salary and superannuation capped at the concessional contribution limit. Fixed remuneration is set with
reference to role, market and relevant experience and is reviewed annually or on promotion.
Executive TFR is set out in table 4.
1.2 Short Term Incentive (STI)
Each year Fleetwood undertakes a strategic planning process which results in a detailed 3 to 5 year strategy leading to
1-year Key Performance Indicators. Fleetwood’s performance measures include the use of annual performance objectives,
metrics, and continuing emphasis on Company values.
The performance measures are set annually after consultation with the Directors and Executives and are specifically
tailored to the areas where each Executive has a level of control. The measures target areas the Board believes hold the
greatest potential for expansion and profit and cover financial and non-financial measures.
The performance measures for the STI comprise a combination of individual and company specific performance targets.
The weighting is 50% non-financial and 50% financial. The STI Plan contains the following qualifying gates:
1.
The Group has been profitable for the year; and
2.
Budget EBIT (relevant to the Executive) has been achieved for the financial year.
In setting the performance measures for the STI, the Remuneration Committee is conscious to ensure that all targets are
measurable and provide a challenging but meaningful incentive to participants.
Non-financial metrics are based on performance against specific individual key performance targets and include
satisfactory lead and lag safety performance in all cases. Individual performance targets are derived from position
descriptions, key responsibilities, key competencies and period specific objectives which are aligned with key business
strategies identified annually during the business planning process and following the Board’s approval of budgets.
Financial performance targets begin from Board approved budgeted EBIT levels and are for parts of the business relevant
to each Executive.
The maximum amount of these awards is based on a percentage of the Executive’s TFR (which is set out in table 4). The
actual STI outcomes for the year are detailed in tables 3 and 5 below.
1.3 Long Term Incentive (LTI)
Long-term incentives in the form of performance rights received by Executives are determined in accordance with the
provisions of the Executive Long Term Incentive Plan (LTI Plan), which was approved by shareholders at the 2018 Annual
General Meeting (AGM). The objective of this plan is to retain and reward executives and to align their long-term interests
with those of shareholders.
50% of the performance rights grant are performance tested against total shareholder return (TSR), 25% of the grant are
tested against earnings per share (EPS) performance and the remaining 25% of the grant are tested against Return on
Capital Employed (ROCE) performance over a 3-year period from a start date (Start Date) to a test date (End Date).
The FY23 and FY24 issue (1) TSR tranche (50% of the grant) will vest up to 50% at the TSR equal to the ASX small
industrials index and to 100% at the 75th percentile of that index. Performance will be tested each year and averaged over
the three testing years.
The FY23 and FY24 issue (2) EPS tranche (25% of the grant) vests to 50% at a 7.5% compound annual growth and to
100% at a 15% annual growth rate. Performance will be tested each year and averaged over the three testing years.
The FY23 and FY24 issue (3) ROCE performance condition (25% of the grant) will be met if the Company’s ROCE is at or
above 15% in the financial year. Performance will be tested each year and averaged over the three testing years.
The maximum amount of LTI awards is based on a percentage of the Executive’s TFR (which is set out in table 4).
Up until the implementation of the LTI Plan at the 2018 AGM, Executives participated in the Executive Share Unit Plan.
The share units granted pursuant to the plan are noted and discussed in the 2018 Remuneration Report. These units vest
based on a minimum 15% CAGR in TSR. The plan will remain in effect until all granted units have been exercised, forfeited
or expired. No share units have been granted or issued since the introduction of the LTI Plan in 2018. Further details on the
plan are contained in section 5.
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
A N N U A L R E P O R T 2 0 2 4
36
1.4 Use of remuneration consultants
Fleetwood’s Remuneration Committee took advice from external consultants regarding appropriate benchmarks Executive
TFR.
Mercer Consulting provided industry wide banding ranges for Executive remuneration and was paid $8,920 (excluding
GST) for these services.
Mercer Consulting has confirmed that the above ranges have been provided free from undue influence by members of the
Group’s KMP.
The consultant was engaged by way of subscription to the Resources Construction and Engineering Remuneration Review
2024.
1.5 Voting and comments made at the Company’s last Annual General Meeting
Fleetwood received 86.5% of ‘yes’ votes on its Remuneration Report for the financial year ending 30 June 2023. The
Company received no specific feedback on its Remuneration Report at the 2023 AGM.
1.6 Consequences of performance on shareholder wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to the following
indices in respect of the current financial year and the previous four financial years:
Table 1: Five-year Snapshot of Continuing Operations
2020
2021
2022
2023
2024
Share price at start of year ($)
1.70
1.60
2.36
1.30
2.25
Share price at end of year ($)
1.60
2.36
1.30
2.25
1.55
Dividend per share (cents)
12.0
16.5
2.0
2.1
4.0
Diluted earnings (loss) per share
(cents, NPATA basis)
15.8
18.1
(48.9)
2.2
4.0
$ Million
Revenue and other income
329.9
360.1
446.1
410.6
419.9
Underlying profit before interest,
tax and amortisation (EBITA)
22.3
26.3
(12.3)
4.2
8.2
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
F L E E T W O O D A U S T R A L I A
37
2. DETAILS OF REMUNERATION
Details of the nature and amount of each element of the remuneration of each Director and Executive of Fleetwood are
shown in the table below:
Table 2: Non-Executive Directors Remuneration Summary
NON-EXECUTIVE
DIRECTORS
SHORT-TERM EMPLOYEE
BENEFITS
POST
EMPLOY-
MENT
OTHER LONG
TERM BENEFITS
SHARE BASED
PAYMENTS
SALARY & FEES
BONUS
NON-MONETARY
SUPER-
ANNUATION
ANNUAL LEAVE
LONG SERVICE
LEAVE
SHARES UNITS
PERFORMANCE
RIGHTS
TOTAL
$
$
$
$
$
$
$
$
$
John Klepec
Chairman
Non-Executive Director, Board Chair
2024
162,162
-
-
17,838
-
-
-
-
180,000
2023
162,896
-
-
17,104
-
-
-
-
180,000
Jeff Dowling
Non-Executive Director
2024
105,000
-
-
-
-
-
-
-
105,000
2023
105,000
-
-
-
-
-
-
-
105,000
Adrienne Parker
Non-Executive Director
2024
94,595
-
-
10,405
-
-
-
-
105,000
2023
95,023
-
-
9,977
-
-
-
-
105,000
Mark Southey
Non-Executive Director
2024
94,595
-
-
10,405
-
-
-
-
105,000
2023
95,023
-
-
9,977
-
-
-
-
105,000
Martin Monro
Non-Executive Director
2024
94,595
-
-
10,405
-
-
-
-
105,000
2023
95,023
-
-
9,977
-
-
-
-
105,000
2024 Total
550,946
-
-
49,054
-
-
-
-
600,000
2023 Total
552,965
-
-
47,035
-
-
-
-
600,000
Table 2 Notes:
The current maximum aggregate fee pool for Non-Executive Directors is $600,000 per rule 15.15 of the Constitution of Fleetwood Limited. All Non-Executive
Director fees were $105,000 per annum except for the Chair, who’s fees are $180,000. Non-Executive Directors receive a fixed fee for Board and Committee duties
and are not entitled to any performance related remuneration.
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
A N N U A L R E P O R T 2 0 2 4
38
Table 3: Executive Director and Executives Remuneration Summary
EXECUTIVE
DIRECTORS AND
OFFICERS
SHORT-TERM EMPLOYEE
BENEFITS
POST
EMPLOY-
MENT
OTHER LONG TERM
BENEFITS
SHARE BASED PAYMENTS
TOTAL
SALARY
& FEES
BONUS
NON-
MONET-
ARY
SUPER-
ANNUA-
TION
ANNUAL
LEAVE
LONG
SERVICE
LEAVE
SHARES
SHARE
UNITS
PERFOR-
MANCE
RIGHTS
$
$
$
$
$
$
$
$
$
$
Bruce Nicholson1 Chief Executive Officer & Managing Director
2024
622,520
-
-
27,480
9,577
-
-
37,560
697,137
2023
622,520
-
-
27,480
14,366
-
-
101,545
765,911
Andrew Wackett 2 Chief Financial Officer, Company Secretary (Resigned 29/02/2024)
2024
452,286
-
-
27,399
-
-
-
-
(34,700)
444,985
2023
424,708
-
-
25,292
73,507
-
-
-
(44,658)
478,849
Elizabeth Maynard3 General Counsel, Company Secretary (Resigned 30/08/2024)
2024
344,375
-
-
27,399
14,904
-
-
-
(25,114)
361,564
2023
341,902
-
-
25,292
6,618
-
-
-
(41,941)
331,871
Andrew McCormack4 General Manager – WHSE & HR
2024
304,101
-
-
27,399
10,170
65,545
-
-
9,934
417,148
2023
297,208
-
-
25,292
11,082
59,109
-
-
(36,172)
356,519
Manuel Larre Chief Operating Officer - RV Solutions
2024
-
-
-
-
-
-
-
-
-
-
2023
166,119
-
-
7,083
-
-
-
-
(68,528)
104,674
Dominic Letts Chief Operating Officer - Accommodation Solutions
2024
-
-
-
-
-
-
-
-
-
-
2023
257,013
-
-
18,021
-
-
-
-
(65,942)
209,092
Tara Goldsworthy Executive General Manager – Manufacturing
2024
388,601
-
-
27,399
17,819
-
-
-
26,892
460,711
2023
389,171
-
-
25,292
7,396
-
-
-
8,261
430,120
Tom Gleeson Executive General Manager – Sales
2024
-
-
-
-
-
-
-
-
-
-
2023
345,308
-
-
23,185
-
-
-
-
-
368,493
Giles Everest Executive General Manager – Building Solutions WA
2024
346,933
-
-
27,399
15,100
-
-
-
22,746
412,178
2023
286,374
-
-
25,292
11,215
-
-
-
6,752
329,633
David Bolton Executive General Manager – Building Solutions East
2024
392,601
-
-
27,399
34,130
-
-
-
26,296
480,426
2023
355,714
-
-
25,292
18,373
-
-
-
7,943
407,322
Andrew Arapakis Executive General Manager – RV Solutions
2024
347,601
-
-
27,399
19,608
-
-
-
8,210
402,818
2023
108,371
50,000
-
16,629
8,702
-
-
-
-
183,702
Cate Chandler Chief Financial Officer (Appointed 19/02/2024)
2024
127,783
-
-
10,081
700
-
-
-
-
138,564
2023
-
-
-
-
-
-
-
-
-
-
2024 Total
3,326,802
-
-
229,352
122,009
65,545
-
-
71,824
3,815,531
2023 Total
3,594,408
50,000
-
244,150
151,259
59,109
-
-
(132,740)
3,966,186
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
F L E E T W O O D A U S T R A L I A
39
Table 3 Notes:
1 The performance rights issued for the 2022 Plan lapsed unvested during the period. There was a reversal of performance rights remuneration of $34,721 for Bruce
Nicholson in relation to the grant.
2 Andrew Wackett resigned during the period and the performance rights issued for the 2022, 2023 and 2024 Plans lapsed unvested during the period upon
resignation. There was a net reversal of performance rights remuneration of $34,700 for Andrew Wackett. A termination payment of $170,552 is included in his
remuneration for the year.
3 Elizabeth Maynard resigned after the end of the period, effective 30 August 2024. The performance rights issued for the 2022 Plan lapsed unvested during
the period. The performance rights issued for the 2023 and 2024 lapsed unvested as the vesting criteria could no longer be met. There was a net reversal of
performance rights remuneration of $25,114 for Elizabeth Maynard.
4 The performance rights issued for the 2022 Plans lapsed unvested during the period. There was a reversal of performance rights remuneration of $11,111 for
Andrew McCormack.
Included in salary and fees are amounts paid and payable during the reporting period. There are no post-employment
benefits other than superannuation. Executive contracts do not provide for any termination payments, other than the
payment of accrued leave entitlements. Other long-term benefits comprise annual leave entitlements and long service
leave entitlements payable to the Executive in the event of their termination.
STI outcomes are explained in detail in Table 5.
The amount included in remuneration as share-based payments are not related to or indicative of the benefits (if any) that
individual executives may ultimately realise should the equity instruments vest, which are subject to performance criteria.
3. SERVICE AGREEMENTS
The remuneration and other terms of employment for the Managing Director & CEO and other Executive KMP are covered
under individual employment contracts. All employment contracts are for unlimited duration and carry no termination
payments other than statutory entitlements. The Executive’s TFR is subject to annual review with no obligation on the
Company to make changes.
Each Executive KMP employment contract includes provisions requiring the Executive to maintain the confidentiality of
Company information, provides for leave entitlements, as a minimum, in accordance with respective legislation and restraint
of trade provisions for a period after termination of employment.
Specific details relating to each Executive KMP are as follows:
Table 4: Executive Service Agreements
KEY MANAGEMENT PERSONNEL
TFR
STIP %
LTIP %
NOTICE PERIOD
Bruce Nicholson
650,000
50%
50%
6 months
Andrew Wackett (Resigned 29/02/2024)
450,000
40%
50%
3 months
Elizabeth Maynard (Resigned 30/08/2024)
375,000
40%
40%
3 months
Andrew McCormack
331,500
40%
40%
3 months
Tara Goldsworthy
416,000
40%
40%
3 months
Giles Everest
375,000
40%
40%
3 months
David Bolton
420,000
40%
40%
3 months
Andrew Arapakis
375,000
40%
40%
3 months
Cate Chandler (Appointed 19/02/2024)
450,000
40%
40%
3 months
The Remuneration Committee determines remuneration for all KMP listed under the guidelines contained in section 1 of
this Remuneration Report.
4. SHORT TERM INCENTIVE INCLUDED IN REMUNERATION
Details of the STI cash bonuses awarded as remuneration to each KMP, the percentage of the available bonus that was paid
in the financial year, and the percentage that was forfeited because the person did not meet the service and performance
criteria is set out below. No part of the bonus is payable in future years.
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
A N N U A L R E P O R T 2 0 2 4
40
Table 5: STI summary
KEY MANAGEMENT PERSONNEL
INCLUDED IN
REMUNERATION
TOTAL
AVAILABLE STI %
EARNED %
FORFEITED %
Bruce Nicholson
-
50%
0%
100%
Andrew Wackett (Resigned 29/02/2024)
-
40%
0%
100%
Elizabeth Maynard (Resigned 30/08/2024)
-
40%
0%
100%
Andrew McCormack
-
40%
0%
100%
Tara Goldsworthy
-
40%
0%
100%
Giles Everest
-
40%
0%
100%
David Bolton
-
40%
0%
100%
Andrew Arapakis
-
40%
0%
100%
Cate Chandler (Appointed 19/02/2024)
-
40%
0%
100%
A description of the STI criteria is detailed in section 1.2 of this report.
There were no other STI’s awarded to KMP in relation to the FY24 period.
5. SHARE-BASED REMUNERATION
Fleetwood currently has two share based long term incentive plans, one of which is no longer in use.
These are summarised below:
›
FY23-FY24: LTI Performance Rights Plan. Key terms discussed in section 1.3 of this report. A net expense of $71,824
was recorded in the 2024 accounts for this plan. The 2022 plan lapsed without vesting during the period. KMP
holdings of share rights under this plan are detailed in table 6.1.
›
FY15-FY18: Share Units Plan. No longer in use. The final grant date in relation to this plan was made on 20 December
2017 with a 5-year vesting period. KMP holdings of share units under this plan are detailed in table 10.
Details of performance rights over ordinary shares in the Company that were granted as remuneration to each KMP are set
out in the table below. Non-Executive Directors are not entitled to participate in the LTI Share Rights Plan.
Table 6: FY23-FY24 LTI Performance Rights Plan summary
KEY MANAGEMENT
PERSONNEL
PLAN
START DATE
NO. AT GRANT
DATE
VALUE AT
GRANT DATE
NO. RIGHTS
VESTED DURING
THE YEAR
VESTING DATE
VALUE OF
PERFORMANCE
RIGHTS
INCLUDED IN
REMUNERATION
Bruce Nicholson
FY23
01/07/22
222,603
340,182
-
30/06/25
54,493
FY24
01/07/23
161,692
190,069
-
30/06/26
17,788
Andrew McCormack
FY23
01/07/22
88,356
84,256
-
30/06/25
13,788
FY24
01/07/23
65,970
77,548
-
30/06/26
7,257
Tara Goldsworthy
FY23
01/07/22
113,973
108,685
-
30/06/25
17,785
FY24
01/07/23
82,786
97,315
-
30/06/26
9,107
Giles Everest
FY23
01/07/22
93,151
88,829
-
30/06/25
14,536
FY24
01/07/23
74,627
87,724
-
30/06/26
8,210
David Bolton
FY23
01/07/22
109,589
104,504
-
30/06/25
17,101
FY24
01/07/23
83,582
98,251
-
30/06/26
9,195
Andrew Arapakis
FY23
01/07/22
-
-
-
30/06/25
-
FY24
01/07/23
74,627
87,724
-
30/06/26
8,210
Cate Chandler
FY23
01/07/22
-
-
-
30/06/25
-
FY24
01/07/23
-
-
-
30/06/26
-
Total
FY23
01/07/22
627,672
726,456
-
30/06/25
117,703
FY24
01/07/23
543,284
638,631
-
30/06/26
59,767
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
F L E E T W O O D A U S T R A L I A
41
5.1 Valuation assumptions for the FY23-FY24 LTI (Performance Rights Plan)
The estimation of the fair value of share-based payment awards requires judgement concerning the appropriate valuation
methodology. The choice of valuation methodology is determined by the structure of the awards, particularly the vesting
conditions.
A Monte-Carlo simulation valuation methodology was used to determine the value relative to TSR growth. The valuation
methodology used was chosen from those available to incorporate an appropriate amount of flexibility with respect to the
particular performance and vesting conditions of the award.
The value recognised in the period for each KMP has been recognised straight-line over the vesting term in line with
accounting standards. For those portions of the granted rights with non-market vesting conditions, values have been
estimated based on the number of units expected to vest.
Key inputs to the model are detailed below.
Table 7: Key inputs to FY23-FY24 LTI Valuation
PLAN
GRANT DATE
START DATE
EXPIRY DATE
VESTING
TRANCHE
VOLATILITY
DIVIDEND
YIELD
RISK FREE
INTEREST
RATE
SHARE
PRICE AT
GRANT DATE
FAIR VALUE AT
GRANT DATE
%
%
%
$
$
2023 - 1
22/10/22
01/07/22
30/06/25
1
45.00
0.00
3.34
1.71
1.35
2023 - 1
22/10/22
01/07/22
30/06/25
2
45.00
0.00
3.34
1.71
1.71
2023 - 1
22/10/22
01/07/22
30/06/25
3
45.00
0.00
3.34
1.71
1.71
2023 - 2
30/03/23
01/07/22
30/06/25
1
40.00
0.00
2.99
1.21
0.70
2023 - 2
30/03/23
01/07/22
30/06/25
2
40.00
0.00
2.99
1.21
1.21
2023 - 2
30/03/23
01/07/22
30/06/25
3
40.00
0.00
2.99
1.21
1.21
2024
25/10/23
01/07/23
30/06/26
1
44.00
0.00
4.26
1.62
0.88
2024
25/10/23
01/07/23
30/06/26
2
44.00
3.50
4.26
1.62
1.48
2024
25/10/23
01/07/23
30/06/26
3
44.00
3.50
4.26
1.62
1.48
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
A N N U A L R E P O R T 2 0 2 4
42
6. OTHER INFORMATION
6.1 Performance rights held by KMP (FY23-FY24 LTI)
The number of performance rights to acquire shares in the Company held during the 2024 reporting period by each of the
KMP of the Group; including their related parties are set out below. No performance rights were held by the Non-Executive
Directors.
Table 8: Details of performance right holdings of KMP
PERFORMANCE
RIGHTS
RIGHTS AT
BEGINNING OF
YEAR
GRANTED AS
REMUNERATION
VESTED DURING
THE YEAR
FORFEITED
RIGHTS AT END OF
YEAR
NO.
NO.
NO.
NO.
NO.
Bruce Nicholson
2024
356,723
161,692
-
(134,120)
384,295
2023
134,120
222,603
-
-
356,723
Andrew Wackett (Resigned 29/02/2024)
2024
228,788
111,940
-
(340,728)
-
2023
161,098
154,110
-
(86,420)
228,788
Elizabeth Maynard (Resigned 30/08/2024)
2024
152,525
74,627
-
(227,152)
-
2023
121,390
102,740
-
(71,605)
152,525
Andrew McCormack
2024
131,274
65,970
-
(42,918)
154,326
2023
104,646
88,356
-
(61,728)
131,274
Manuel Larre (Resigned 01/09/2022)
2024
-
-
-
-
-
2023
133,111
-
-
(133,111)
-
Dominic Letts (Resigned 31/08/2022)
2024
-
-
-
-
-
2023
128,088
-
-
(128,088)
-
Tara Goldsworthy
2024
113,973
82,786
-
-
196,759
2023
-
113,973
-
-
113,973
Giles Everest
2024
93,151
74,627
-
-
167,778
2023
-
93,151
-
-
93,151
David Bolton
2024
109,589
83,582
-
-
193,171
2023
-
109,589
-
-
109,589
Andrew Arapakis
2024
-
74,627
-
-
74,627
2023
-
-
-
-
-
Cate Chandler (Appointed 19/02/2024)
2024
-
-
-
-
-
2023
-
-
-
-
-
2024 Total
1,186,023
729,851
-
(744,918)
1,170,956
2023 Total
782,453
884,522
-
(480,952)
1,186,023
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
F L E E T W O O D A U S T R A L I A
43
6.2 Share units held by KMP (FY15-FY18 LTI)
The number of share units to acquire shares in the Company held during the 2024 reporting period by each of the KMP of
the Group; including their related parties are set out below. No share units are held by the Directors.
Table 9: Details of share unit holdings of KMP
SHARE UNITS
UNITS AT
BEGINNING OF
YEAR
GRANTED AS
REM.
FORFEITED
EXERCISED
UNITS AT END OF
YEAR
VESTED DURING
THE YEAR
VESTED AT END
OF YEAR
NET PROCEEDS
RECEIVED ON
EXERCISE
EXECUTIVES
NO.
NO.
NO.
NO.
NO.
NO.
NO.
$
Andrew Wackett (Resigned 29/02/2024)
2024
110,000
-
(110,000)
-
-
-
-
-
2023
110,000
-
-
-
110,000
-
-
-
Andrew McCormack
2024
20,000
-
-
-
20,000
-
3,400
-
2023
20,000
-
-
-
20,000
-
3,400
-
Manuel Larre (resigned 01/09/2022)
2024
-
-
-
-
-
-
-
-
2023
155,000
-
(155,000)
-
-
-
-
-
Dominic Letts (resigned 31/08/2022)
2024
-
-
-
-
-
-
-
-
2023
73,200
-
(40,000)
(33,200)
-
-
-
2,8991
2024 Total
130,000
-
(110,000)
-
20,000
-
3,400
-
2023 Total
358,200
-
(195,000)
(33,200)
130,000
-
3,400
2,8991
1 Gross proceeds of $44,721 were received on exercise and sale of the shares associated with the share plan units. $41,822 was repaid to Fleetwood Limited in
relation to the loan balance associated with the plan and $2,899 was received by the KMP.
6.3 Loans to KMP (FY15-FY18 LTI)
Loans to KMP in connection with the FY15-FY18 LTI totalling $47,870 (2023: $321,279) were outstanding at the end of the
reporting period. The loan balance reduced during the period due to forfeitures.
The value of shares in the Company held by the Share Trust exceeded the balance of loans outstanding at the end of the
reporting period. The loans are non-recourse, there is no fixed term, and no allowance for doubtful debts or impairment loss
has been recognised against them. The number of KMP included in the aggregate of loans is one.
END OF AUDITED REMUNERATION REPORT
DIRECTORS’ REPORT (CONT’D)
REMUNERATION REPORT (AUDITED) (CONT’D)
A N N U A L R E P O R T 2 0 2 4
44
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Fleetwood Limited (the Company):
1.
In the opinion of the directors:
a.
The financial statements and notes of the Company and its subsidiaries (collectively the Group) are in
accordance with the Corporations Act (Cth) 2001, including:
i.
Complying with Australian Accounting Standards and the Corporations Regulations 2001 (Cth); and
ii.
Giving a true and fair view of the Company’s financial position as at 30 June 2024 and of its performance
for the financial year ended on that date; and
iii.
the consolidated entity disclosure statement required by section 295(3A) is true and correct;
b.
the financial statements and notes also comply with International Financial Reporting Standards, as disclosed in
note 2.
c.
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
d.
There are reasonable grounds to believe that the Company and the companies to which the ASIC Corporations
(Wholly-owned Companies) Instrument 2016/785 applies, as detailed in note 22 to the financial statements will,
as a Group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of
the deed of cross guarantee.
2.
This declaration has been made after receiving the declarations required to be made to the directors by the Chief
Executive Officer and Chief Financial Officer in accordance with section 295A of the Corporations Act (Cth) 2001
for the financial year ended 30 June 2024.
On behalf of the Directors
J Klepec
Non-Executive Chairman
28 August 2024
Perth
F L E E T W O O D A U S T R A L I A
45
AUDITOR’S INDEPENDENCE DECLARATION
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s independence declaration to the directors of Fleetwood Limited
As lead auditor for the audit of the financial report of Fleetwood Limited for the financial year ended
30 June 2024, I declare to the best of my knowledge and belief, there have been:
a.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b.
No contraventions of any applicable code of professional conduct in relation to the audit; and
c.
No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Fleetwood Limited and the entities it controlled during the financial
year.
Ernst & Young
F Drummond
Partner
28 August 2024
A N N U A L R E P O R T 2 0 2 4
46
CONSOLIDATED
2024
2023
NOTE
$ ‘000
$ ‘000
Continuing operations
Sales revenue
3
416,356
409,335
Other income
3,497
1,231
Materials used
(129,859)
(139,519)
Sub-contract costs
(144,373)
(142,201)
Employee benefits
4
(82,948)
(80,657)1
Rent expense
16
(1,241)
(1,125)
Warranty and defects expense
14
(300)
(550)
Other expenses
(36,418)
(25,475)
Profit before interest, tax, depreciation and amortisation (EBITDA)
24,714
21,039
Depreciation and amortisation
4
(16,533)
(16,834)
Profit before interest and tax (EBIT)
8,181
4,205
Finance costs
4
(1,582)
(1,585)
Profit before income tax expense
6,599
2,620
Income tax expense
5
(2,809)
(574)
Profit for the year
7, 17
3,790
2,046
Other comprehensive income
Items that may subsequently be reclassified to profit or loss:
Net exchange difference – foreign controlled entities (net of tax)
17
34
-
Total comprehensive profit for the year
3,824
2,046
Earnings per share
NOTE
CENTS
Basic earnings per share
20
4.0
2.2
Diluted earnings per share
20
4.0
2.2
To be read in conjunction with the accompanying notes
1. A portion of Employee Benefits expense in FY23 has been reclassified from Other expenses for comparative purposes.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
47
CONSOLIDATED
2024
2023
NOTE
$ ‘000
$ ‘000
Current assets
Cash and cash equivalents
7
39,330
46,578
Trade and other receivables
8
41,173
43,442
Contract assets
8
27,410
31,724
Inventories
9
26,598
32,554
Other financial assets
23
-
21
Tax assets
5
7,072
7,522
Total current assets
141,583
161,841
Non-current assets
Trade and other receivables
8
-
1,198
Property, plant and equipment
10
35,097
32,560
Right-of-use assets
16
17,547
24,235
Goodwill
11
43,522
43,522
Intangible assets
12
4,715
3,871
Deferred tax assets
5
8,121
8,960
Total non-current assets
109,002
114,346
Total assets
250,585
276,187
Current liabilities
Trade and other payables
13
46,574
37,216
Contract liabilities
13
11,151
38,308
Lease liabilities
16
7,294
5,970
Tax liabilities
-
199
Provisions
14
8,656
9,348
Other financial liabilities
23
21
-
Total current liabilities
73,696
91,041
Non-current liabilities
Lease liabilities
16
11,358
19,375
Provisions
14
290
137
Total non-current liabilities
11,648
19,512
Total liabilities
85,344
110,553
Net assets
165,241
165,634
Equity
Issued capital
17
253,156
253,361
Reserves
17
(1,514)
(1,499)
Retained earnings (losses)
17
(86,401)
(86,228)
Total equity
165,241
165,634
To be read in conjunction with the accompanying notes
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
48
ISSUED
CAPITAL
SHARE BASED
PAYMENT
RESERVE
SHARE PLAN
RESERVE
FOREIGN
CURRENCY
TRANSLATION
RESERVE
RETAINED E
ARNINGS
TOTAL
CONSOLIDATED
NOTE
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
Balance at 30 June 2022
253,170
837
(2,126)
97
(88,458)
163,520
Profit for the year
-
-
-
-
2,046
2,046
Share plan settlements
17
-
-
42
-
-
42
Exchange differences arising on
translation of foreign operations
-
-
-
-
-
-
Total comprehensive profit
for the year
-
-
42
-
2,046
2,088
Share-based payments
17, 19
-
(158)
-
-
191
33
Issue of share capital
17
191
(191)
-
-
-
-
Other
-
-
-
-
(7)
(7)
Balance at 30 June 2023
253,361
488
(2,084)
97
(86,228)
165,634
Profit for the year
-
-
-
-
3,790
3,790
Share plan settlements
17
-
-
-
-
-
-
Exchange differences arising on
translation of foreign operations
-
-
-
34
-
34
Total comprehensive profit
for the year
-
-
-
34
3,790
3,824
Dividends paid to shareholders
17, 18
-
-
-
-
(4,337)
(4,337)
Share-based payments
17, 19
-
(49)
-
-
372
323
Issue of share capital
17
-
-
-
-
-
-
Share buy-back
17
(205)
-
-
-
-
(205)
Other
-
-
-
-
2
2
Balance at 30 June 2024
253,156
439
(2,084)
131
(86,401)
165,241
To be read in conjunction with the accompanying notes
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
49
CONSOLIDATED
2024
2023
NOTE
$ ‘000
$ ‘000
Cash flows from operating activities
Receipts from customers
465,266
461,586
Payments to customers and suppliers
(445,667)
(454,497)
Interest received
1,339
442
Income taxes paid
(1,514)
(462)
Finance costs paid
(1,582)
(1,585)
Net cash provided by operating activities
7
17,842
5,484
Cash flows from investing activities
Acquisition of property, plant and equipment
10
(11,300)
(6,126)
Proceeds from sale of non-current assets
615
1,084
Payment for intangible assets
12
(1,481)
(1,692)
Net cash used in investing activities
(12,166)
(6,734)
Cash flows from financing activities
Dividends paid
(4,337)
-
Share plan loan repayment
-
42
Share buy-back
(205)
-
Repayment of lease liabilities
(8,382)
(7,480)
Net cash (used in) / provided by financing activities
(12,924)
(7,438)
Net increase in cash and cash equivalents
(7,248)
(8,688)
Cash and cash equivalents at the beginning of the financial year
46,578
55,266
Cash and cash equivalents at the end of the financial year
7
39,330
46,578
To be read in conjunction with the accompanying notes
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2024
SUMMARY OF NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
BUSINESS
PERFORMANCE
FINANCIAL
POSITION
FINANCING
CAPITAL
GROUP
STRUCTURE
OTHER
3. SALES
REVENUE
7. CASH AND CASH
EQUIVALENTS
15. FINANCING
ARRANGE-
MENTS
17. EQUITY AND
RESERVES
22. DEED OF
CROSS
GUARANTEE
21. AUDITORS
REMUN-
ERATION
4. EXPENSES
8. TRADE
AND OTHER
RECEIVABLES
AND CONTRACT
ASSETS
16. RIGHT-OF-
USE ASSETS
AND LEASE
LIABILITIES
18. DIVIDEND
INFORMATION
26. PARENT
ENTITY
DISCLOSURES
23. FINANCIAL
RISK MAN-
AGEMENT
5. TAX EXPENSE
9. INVENTORIES
27. CONTROLLED
ENTITIES
24. CONTINGENT
LIABILITIES
6. SEGMENT
INFORMATION
10. PROPERTY,
PLANT AND
EQUIPMENT
25. RELATED
PARTIES
19. SHARE BASED
PAYMENTS
11. GOODWILL
28. SIGNIFICANT
EVENTS
AFTER THE
REPORTING
PERIOD
20. EARNINGS PER
SHARE
12. INTANGIBLE
ASSETS
13. TRADE
AND OTHER
PAYABLES AND
CONTRACT
LIABILITIES
14. PROVISIONS
F L E E T W O O D A U S T R A L I A
51
1.
CORPORATE INFORMATION
The consolidated financial statements of Fleetwood Limited (Fleetwood or the Company) and its subsidiaries (the Group)
for the year ended 30 June 2024 were authorised for issue in accordance with a resolution of the directors on 28 August
2024.
Fleetwood Limited is a for profit company, limited by shares incorporated in Australia, whose shares are publicly traded on
the Australian Securities Exchange.
The registered office and principal place of business of Fleetwood Limited is:
Level 2, 464 Hay Street
Subiaco, WA, 6008
Australia
The principal activities of the Company are the design, manufacture, and installation of modular accommodation and
buildings, the operation of accommodation villages and the import, manufacture, sale and distribution of spare parts and
accessories for recreational vehicles and caravans.
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
A
BASIS OF PREPARATION
These general-purpose financial statements have been prepared in accordance with the requirements of the Australia
Accounting Standards Board and the Corporations Act 2001. The consolidated financial statements comply with the
International Financial Reporting (IFRS) adopted by the International Accounting Standards Board (IASB).
The financial statements are prepared on a going concern basis. The Company continues to have positive net profit after
tax, positive net assets, positive operating cashflow, adequate cash on hand. The bank facility debt is undrawn, and bank
covenants have been met. There has been no requirement for additional capital raising to support liquidity.
All amounts are presented in Australian Dollars unless otherwise noted.
Rounding
The Company has applied the relief available to it under ASIC Corporations (Rounding in Financial / Directors’ Reports)
Instrument 2016 / 191 and accordingly, amounts in the financial statements and directors’ report have been rounded to the
nearest $1,000, or in certain cases, the nearest dollar.
(i)
Historical cost convention
The financial statements have been prepared on an historical cost basis, except for certain non-current assets and financial
instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Cost is
generally based on the fair values of the consideration given in exchange for assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether that price is directly observable or estimated using
another valuation technique. In estimating the fair value of an asset or a liability, the Company considers the characteristics
of the asset or liability market participants would take into account when pricing the asset or liability at the measurement
date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on
such a basis, except for share-based payment transactions that are within the scope of AASB 2, leasing transactions that
are within the scope of AASB 16, and measurements that have some similarities to fair value but are not fair value, such
as net realisable value in AASB 102 or value in use in AASB 136. Accounting policies have been consistently applied and
except where there are changes in accounting policy, are consistent with those of the previous year.
(ii)
Critical accounting estimates and judgements
The preparation of financial statements requires the use of certain accounting estimates. It also requires management to
exercise judgement in the process of applying the Company’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
outlined below:
›
Revenue from contracts with customers. Accounting for construction contracts involves the continuous use
of assessed estimates based on assumptions consistent with project scope and schedule, contract and risk
management processes. Contracts may span over more than one accounting period. Estimates of forecast costs are
regularly updated in accordance with the agreed work scope and schedule under the contract. Forecasts are based
on the cost expected to apply when the related activity is undertaken. Contingencies are included to cover the risks
in those forecasts. Revenues reflect the price agreed in the contract and variations or claims where they have been
approved or if it is highly probable. Refer to note 3.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
›
Impairment testing of intangible assets. In determining whether goodwill and other intangible assets are impaired
management are required to estimate the value in use of the cash-generating units to which these assets have
been allocated except for where fair value less cost to sell has been applied. The value in use and fair value less
cost to dispose calculation requires the management to estimate the future cash flows expected to arise from the
cash-generating unit and a suitable discount rate to calculate the present value. Where the actual future cash flows
are less than expected, a material impairment loss may arise. Details of goodwill and the subsequent testing for
impairment are set out in note 11. Details of other intangible assets are set out in note 12.
›
Fair value of options granted under the long-term incentive schemes. The Company uses valuation techniques that
include inputs that are not based on observable market data to estimate the fair value of share rights and share units
issued during the year. Refer to note 19.
›
Inventory obsolescence provision. Management estimates the net realisable value of inventories, considering the
most reliable evidence available at each reporting date. Refer to note 9.
B.
ADOPTION OF ACCOUNTING STANDARDS
The Company has adopted all new or amended Accounting Standards and Interpretations issued by the AASB that are
mandatory for the current reporting year. The adoption has not resulted in any material changes to the measurement
or disclosure of the balances and transactions reported in these financial statements. Any new or amended Accounting
Standards or Interpretations that are not yet mandatory have not been early adopted.
Impact of standards issued but not yet applied
There have been a number of standard amendments and interpretation that have recently been issued by the AASB but
are not yet effective for periods ended 30 June 2024. Directors have not yet assessed the impact of these standards or
interpretations.
AASB 18 Presentation and Disclosure in Financial Statements – effect for annual reporting periods beginning or after 1
January 2027
This replaces AASB 101 Presentation of Financial Statements. The key presentation and disclosure requirements
established under the new standard are the presentation of newly defined subtotals in the statement of comprehensive
income, the disclosure of management-defined performance measures and enhanced requirements for grouping
information.
C.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries). Control is achieved when the Company has power over the investee, is exposed, or has rights,
to variable returns from its involvement with the investee, and has the ability to use its power to affect its returns. The
Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control. All subsidiaries have a reporting date of 30 June.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by
the Company and its subsidiaries. Control is achieved when the Company has power over the investee, is exposed, or has
rights, to variable returns from its involvement with the investee, and can use its power to affect its returns. The Company
reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control. All subsidiaries have a reporting date of 30 June.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the
voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an
investee are sufficient to give it power, including the size of the Company’s holding of voting rights relative to the size and
dispersion of holdings of the other vote holders, potential voting rights held by the Company, other vote holders or other
parties, rights arising from other contractual arrangements, and any additional facts and circumstances that indicate that
the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to
be made, including voting patterns at previous shareholders’ meetings. Income and expense of subsidiaries acquired or
disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income
from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income
of subsidiaries is attributed to the owners of the Company even if this results in the non-controlling interests having a
deficit balance.
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
F L E E T W O O D A U S T R A L I A
53
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in
line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
When the Company loses control of a subsidiary, a gain or loss is recognised in the profit or loss and is calculated as the
difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained
interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related
cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts
previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Company
had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as
specified by applicable Standards).
The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair
value on initial recognition for subsequent accounting under AASB 9 ‘Financial Instruments’ or, when applicable, the cost
on initial recognition of an investment in an associate.
D.
FOREIGN CURRENCY TRANSLATION
(i)
Functional and presentation currency
Items included in the consolidated financial statements of each of the Companies entities are measured using the
currency of the primary economic environment in which it operates (i.e. its functional currency). The consolidated financial
statements are presented in Australian dollars, which is the functional currency of Fleetwood Limited and the presentation
currency for the consolidated financial statements.
(ii)
Transactions
Foreign currency transactions are translated to Australian currency at the rates of exchange ruling at the dates of the
transactions. Amounts receivable and payable in foreign currencies at balance date are translated at the rate of exchange
ruling on that date. Exchange differences relating to amounts payable and receivable in foreign currencies are brought to
account as exchange gains or losses in the statement of profit or loss in the financial year in which they arise.
(iii) Translation of controlled foreign operations
The assets and liabilities of foreign operations, including subsidiaries, are translated at the rates of exchange ruling at
balance date. Equity items are translated at historical rates. Exchange differences arising from translation are taken
directly to the foreign currency reserve until disposal or partial disposal of the operations. Income and expense items are
translated at the average exchange rates for the period. Exchange differences are recognised in other comprehensive
income and accumulated in equity.
E.
MATERIAL ACCOUNTING POLICIES
(i)
SALES REVENUE
Revenue from the sale of goods and services or contracts with customers arises from the following segments:
RV Solutions
Revenue from the sale of parts and accessories is for a fixed fee and recognised at a point in time. Recognition occurs
when the Company transfers control of the asset to the customer. Revenue recognised over time from contracts with
customers primarily arises from the installation of vehicle parts and accessories; and repairs and maintenance services of
customers’ vehicles, because the customer simultaneously receives and consumes the benefits provided to them.
For parts and services, transfer of control of the asset to the customer is the date of receipt by the customer for the good
or where the Company is providing a service such as installation, repairs or maintenance, recognition is the date in which
the customer drives away with the installed or repaired product.
The sale of parts and services are accompanied by standard manufacturer’s warranty arrangements, of which are not
separately or incrementally paid for by the customer. Under these conditions, customers can return product for repair or
replacement if it fails to perform in accordance with published specifications. These warranties are accounted for under
AASB 137 Provisions, Contingent Liabilities and Contingent Assets. Refer to note 14.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
A N N U A L R E P O R T 2 0 2 4
54
Building Solutions
The Company enters into contracts for the construction of modular building units in exchange for a fixed fee and
recognises the related revenue over time. Many of the Company’s contracts comprise the construction of several building
units each representing performance obligations under the contract. The Company evaluates the separability of each
good or services based on whether they are ‘distinct’. A promised good or service is ‘distinct’ if both:
›
the customer benefits from the item either on its own or together with other readily available resources; and
›
it is ‘separately identifiable’ (i.e. the Company does not provide a significant service integrating, modifying or
customising it).
The transaction price for a contract excludes any amounts collected on behalf of third parties.
To depict the progress by which the Company transfers control of a build to the customer, and to establish when and
to what extent revenue can be recognised, the Company measures its progress towards complete satisfaction of the
performance obligation by comparing actual costs spent to date with the total estimated costs required to construct each
unit. This cost-to-cost basis provides the most faithful depiction of the transfer of goods and services to each customer
due to the Company’s ability to make reliable estimates of the total costs required to perform, arising from its significant
historical experience constructing similar units.
In addition to the fixed fee, some contracts include bonus payments which the Company can earn by completing a project
in advance of a targeted delivery date. At inception of each contract, the Company begins by estimating the amount
of the bonus to be received using the “most likely amount” approach. This amount is then included in the Company’s
estimate of the transaction price only if it is highly probable that a significant reversal of revenue will not occur once any
uncertainty surrounding the bonus is resolved. In making this assessment, the Company considers its historical record of
performance on similar contracts, whether the Company has access to the labour and materials resources needed to meet
the agreed-upon completion date, and the potential impact of other reasonably foreseen constraints.
Most such arrangements include detailed customer payment schedules. When payments received from customers
exceed revenue recognised to date on a particular contract, any excess (a contract liability) is reported in the statement
of financial position. Similarly, if the Company satisfies a performance obligation before it receives the consideration, the
Company recognises a contract asset in its statement of financial position.
The construction of accommodation units typically takes between 6–12 months from commencement of design through
to completion and delivery. In some situations, customer payments will be received over a period of one year or more. In
these circumstances, the Company adjusts the transaction price used in determining revenue recognition by the effects of
financing.
In obtaining some of these contracts, the Company incurs a number of incremental costs, such as commissions paid to
sales staff. The Company recognises such incremental costs as a contract asset if it expects to recover those costs from
the customer. The contract asset is then amortised on a systematic basis consistent with the transfer to the customer the
good or service to which the contract asset relates.
However, as noted above, in some contracts the amortisation period of these costs, if capitalised, would be less than one
year, and thus the Company makes use of the practical expedient in AASB 15.94 and expenses them when incurred.
Community Solutions
At the Searipple site, the Company rents its owned accommodation units to customers and recognises revenue over
time based on either fixed or variable daily rental rates depending on whether formal arrangements with customers
exist. Revenue for these transactions is therefore recognised over time based on monthly billing in arrears for daily
accommodation services provided. In this respect, the Company has a right to the consideration and the amount billed
corresponds directly with the value to the customer for the Company’s performance completed to date.
At the Osprey site, which the Company manages on behalf of its customer, revenue is recognised over time based on a
fixed management fee billed to the customer as per the management contract. Revenue is therefore recognised upon
billing as that timing corresponds directly with the value to the customer for the Company’s performance completed to
date.
The transaction price of the revenue recognised is the fair value of consideration received or receivable net of goods and
services tax (GST).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
F L E E T W O O D A U S T R A L I A
55
(ii) GOVERNMENT GRANTS RECOGNITION AND MEASUREMENT
Government grants and subsidies are recognised where there is reasonable assurance that they will be received, and
all attached conditions will be complied with. When the grant or subsidy relates to an expense item, it is recognised as
income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
When the Company receives grants or subsidies of non-monetary assets, the asset and the grant/subsidy are recorded
at nominal amounts and released to profit or loss over the expected useful life of the asset, based on the pattern of
consumption of the benefits of the underlying asset by equal annual instalments.
(iii) EMPLOYEE BENEFITS
Annual and Long Service Leave
Provision is made for benefits accruing to employees in respect of annual leave and long service leave when it is probable
that settlement will be required and they are capable of being measured reliably. Provisions expected to be settled within
12 months are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
Provisions which are not expected to be settled within 12 months are measured as the present value of the estimated
future cash flows to be made in respect of services provided by employees up to the reporting date. The expected future
payments incorporate anticipated future wage and salary levels, experience of employee departures and periods of
service, and are discounted at rates determined by reference to market yields at the end of the reporting period on high
quality corporate bonds that have maturity dates that approximate the timing of the estimated future cash flows. Any
re-measurements arising from experience adjustments and changes in assumptions are recognised in profit or loss in the
periods in which the changes occur.
Equity Settled Share-Based Payments
Share-based compensation benefits are provided to Key Management Personnel (KMP) and management under Long Term
Incentive Plans (LTIP).
The fair value of shares granted under the LTI plans are recognised as employee benefits expense with a corresponding
increase in equity, over the period in which the employees become unconditionally entitled to the shares. The total amount
to be expensed is determined by reference to the fair value of the shares granted which includes any market performance
conditions and the impact of any non-vesting conditions but excludes the impact of any service and on-market performance
vesting condition.
Non-market vesting conditions are included in assumptions about the number of shares that are expected to vest. The total
expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be
satisfied. At the end of the period, the entity revises its estimates based on the non-market vesting conditions. It recognises
the impact of the revision to original estimates, if any, in profit or loss, with a corresponding entry to equity. Where such
adjustments results in a reversal of previous expenses these are recognised as a credit in the profit and loss in the period it
is assessed that certain vesting conditions will not be met.
Defined Contribution Superannuation
Contributions to employee superannuation funds are expensed when the employees have rendered service entitling them
to the contributions.
(iv) GOODS AND SERVICES TAX
Revenues, expenses and assets are recognised net of goods and services tax (GST), except where the amount of GST
incurred is not recoverable from the taxation authority. In these circumstances, GST is recognised as part of the cost of
acquisition of the asset or as part of an item of expense.
Receivables and payables are stated with the amount of GST included. The net GST recoverable from, or payable to, the
taxation authority is included as a current asset or liability in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from
investing and financing activities, which are recoverable from, or payable to, the taxation authority are classified as
operating cash flows.
(v)
CASH AND CASH EQUIVALENTS
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in fair value and have a
maturity of three months or less at the date of acquisition.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
A N N U A L R E P O R T 2 0 2 4
56
(vi) TRADE AND OTHER RECEIVABLES AND CONTRACT ASSETS
Trade Receivables
Trade Receivables are recognized at their fair value and subsequently measured at their amortised cost, less provision for
impairment allowing for expected credit losses.
Contract Assets
The contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the
reporting date on made-to-order buildings.
Finance Lease Receivable
The Company applies judgement in considering the substance of a lease agreement and whether it transfers substantially
all the risks and rewards incidental to ownership of the leased asset. Key factors include the length of the lease term
in relation to the economic life of the asset, the present value of the minimum lease payments in relation to the asset’s
fair value and whether the Company retains ownership of the asset at the end of the lease term. The rate applied in
discounting lease payments is equivalent to the rate implicit in the lease term.
Where the Company acts as the lessor on leases where the Company does transfer substantially all the risks and
rewards incidental to ownership of an asset are classified as finance leases. The Company applies a single recognition
and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company
recognises lease receivables to recognise the fair value of the lease income payments and revenue being the fair value of
the underlying asset, or, if lower, the present value of the lease payments accruing to the lessor, discounted using a market
rate of interest.
Where the Company acts as a lessor on leases where the Company does not transfer substantially all the risks and
rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on
a straight-line basis over the lease term and is included in revenue in the statement of profit or loss due to its operating
nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of
the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised
as revenue in the period in which they are earned.
Allowance For Expected Credit Losses
The Company makes use of a simplified approach in accounting for trade and other receivables and records the loss
allowance at the amount equal to the expected lifetime credit losses. Note 23 includes disclosures relating to the credit
risk analysis relating to the allowance for expected credit losses
(vii) INVENTORIES
Inventories are carried at the lower of cost and net realisable value. Cost includes all expenses directly attributable to the
manufacturing process as well as suitable portions of related production overheads, based on normal capacity. Costs of
ordinarily interchangeable items are assigned using standard cost. Net realisable value represents the estimated selling
prices for the inventories less all estimated costs of completion and costs necessary to make the sale.
(viii) PROPERTY, PLANT AND EQUIPMENT
Each class of property, plant and equipment is stated at historical cost less, where applicable, any accumulated depreciation
and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Property in the course of construction for production, supply or administrative purposes are carried at cost, less any
recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in
accordance with the Company’s accounting policy. Depreciation of these assets, on the same basis as other property assets,
commences when the assets are ready for their intended use.
Depreciation is recognised so as to write off the cost or fair value of assets (other than freehold land and properties under
construction) less their residual values over their useful lives, using the straight-line method. The estimated useful lives,
residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in
estimate accounted for on a prospective basis. Freehold land is not depreciated.
The cost of self-constructed assets includes the cost of materials and direct labour and any other costs attributable to
bringing an asset to a working condition ready for its intended use.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
F L E E T W O O D A U S T R A L I A
57
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property,
plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and
is recognised in profit or loss.
Acquisition of Assets
All assets including property, plant and equipment and intangibles are initially recorded at their cost at the date of
acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.
The costs of assets constructed or internally generated by the consolidated entity include the cost of materials, direct
labour, directly attributable overheads and other incidental costs.
Expenditure, including that on internally generated assets other than development costs, is only recognised as an
asset when it is probable that future economic benefits will eventuate and the costs can be measured reliably. Costs
attributable to feasibility and alternative approach assessments are expensed as incurred.
Costs incurred on assets subsequent to initial acquisition are capitalised when it is probable future economic benefits will
flow to the consolidated entity. Costs that do not meet the criteria for capitalisation are expensed as incurred.
Depreciation and Amortisation
All non-financial assets of the entity (except land) have limited useful lives and are depreciated/amortised using the
straight-line method over their estimated useful lives to their estimated residual values. Assets are depreciated or
amortised from the time an asset is ready for use.
Depreciation and amortisation rates and methods and residual values are reviewed annually for appropriateness. When
changes are made adjustments are reflected in current and future periods only. Depreciation and amortisation are
expensed, except to the extent they are included in the carrying amount of another asset as an allocation of production
overheads.
Depreciation/amortisation rates used for each class of asset are as follows:
2024
2023
Buildings
2.5%
2.5%
Leasehold property and improvements
1% - 25%
1% - 25%
Plant and equipment
2.5% - 50%
2.5% - 50%
At each reporting date, the carrying amounts of tangible and intangible assets are reviewed to determine whether there is
any indication those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of any impairment loss. Where the asset does not generate cash flows
that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating
unit to which the asset belongs. Intangible assets with indefinite useful lives and intangible assets not yet available for use
are tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, estimated future
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised in profit or loss immediately, unless the relevant asset is carried at fair value through equity, in which case the
impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased
to the revised estimate of its recoverable amount, but only to the extent the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-
generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the
relevant asset is carried at fair value through equity, in which case the reversal of the impairment loss is treated as a
revaluation increase.
(ix) GOODWILL
Goodwill is allocated to the Company’s three cash-generating units: RV Solutions, Community Solutions and Building
Solutions. Testing for impairment is carried out on an annual basis or whenever there is an indicator of impairment. A cash-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
A N N U A L R E P O R T 2 0 2 4
58
generating unit to which goodwill has been allocated is 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 its carrying amount, 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 based
on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss.
An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of
the profit or loss on disposal.
Impairment of Goodwill
Testing for impairment is carried out on an annual basis or whenever there is an indicator of impairment. Goodwill is
allocated to the Company’s three cash-generating units: RV Solutions, Community Solutions and Building Solutions. The
recoverable amount of the cash generating units has been determined based on the higher of:
›
value in use; or
›
fair value less cost to dispose.
The value in use has been calculated using cashflow projections based on financial budgets approved by the board
with key assumptions based on past experience and where applicable external sources of information. Projections are
extrapolated over a 5-year period with the inclusion of a terminal value.
(x)
INTANGIBLE ASSETS
Software and Product Development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An intangible asset arising from product development (or from the development phase of an internal project) is recognised
if the following are demonstrated:
›
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
›
the intention to complete the intangible asset and use or sell it;
›
the ability to use or sell the intangible asset;
›
how the intangible asset will generate probable future economic benefits;
›
the availability of adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset; and
›
the expenditure attributable to the intangible asset during its development can be measured reliably.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from
the date when the asset first meets the recognition criteria. Where no internally generated asset can be recognised,
development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation
and accumulated impairment losses and are amortised on a straight-line basis over their useful lives of 2 to 5 years.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.
Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal
proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
Contract Intangible
Contract intangible assets are initially recognised at fair value and amortised over the useful life of the asset.
Depreciation and Amortisation
All intangible assets of the entity have limited useful lives and are amortised using the straight-line method over their
estimated useful lives to their estimated residual values. Assets are amortised from the time an asset is ready for use.
Amortisation rates and methods and residual values are reviewed annually for appropriateness. When changes are made,
adjustments are reflected in current and future periods only. Amortisation is expensed, except to the extent it is included
in the carrying amount of another asset as an allocation of production overheads.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
F L E E T W O O D A U S T R A L I A
59
Amortisation rates used for each class of asset are as follows:
2024
2023
Software
20% - 50%
20% - 50%
Product development
20% - 50%
20% - 50%
Contract intangible assets
20% - 50%
20% - 50%
Impairment of Intangible Assets
At each reporting date, the carrying amounts of tangible and intangible assets are reviewed to determine whether there is
any indication those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of any impairment loss. Where the asset does not generate cash flows
that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating
unit to which the asset belongs. Intangible assets with indefinite useful lives and intangible assets not yet available for use
are tested for impairment annually and whenever there is an indication that the asset may be impaired.
(xi) TRADE CREDITORS, OTHER CREDITORS AND ACCRUALS
Liabilities are recognised for amounts to be paid in the future for goods or services received regardless of whether they
have been billed to the Company.
(xii) CONTRACT LIABILITIES
The contract liabilities primarily relate to the advance consideration received from customers for construction of buildings,
for which revenue is recognised over time. Changes in contract liabilities are due to the stage of projects in progress and
the timing of customer invoicing.
(xiii) PROVISIONS
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it
is probable that the Company 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 end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a
provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present
value of those cash flows (where the effect of the time value of money is material).
(xiv) LEASES
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
The Group as a lessee
At lease commencement date, the Company recognises a right-of-use asset and a lease liability on the statement of
financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease
liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at
the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentive
received).
The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Company also assesses the
right-of-use asset for impairment when such indicators exist.
At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid
at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s
incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance
fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee
and payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is
remeasured to reflect any reassessment or modification, of if there are changes in in-substance fixed payments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
A N N U A L R E P O R T 2 0 2 4
60
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, of statement of
profit or loss and other comprehensive income if the right-of-use asset is already reduced to zero.
The Company has elected to account for short term leases and leases of low-value assets using the practical expedients.
Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an
expense in profit or loss on a straight-line basis over the lease term.
(xv) FOREIGN CURRENCY FORWARD CONTRACTS
The Company enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risk. The
Company’s foreign currency forward contracts are initially recognised at fair value at the date the contract is entered into
and are subsequently remeasured to their fair value at the end of each reporting period. These contracts are fair valued
using observable forward exchange rates and interest rates corresponding to the maturity of the contract. The resulting
gain or loss is recognised in Statement of Profit or Loss and Other Comprehensive Income immediately.
(xvi) INCOME TAX
Current tax
Current tax is calculated by reference to the amount of income tax payable or recoverable in respect of the taxable profit
or loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the
reporting date. Current tax for current and prior periods is recognised as a liability or asset to the extent that it is unpaid
or refundable.
Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other
comprehensive income because of items of income or expense that are taxable or deductible in other years and items that
are never taxable or deductible.
Deferred tax
Deferred tax is accounted for using the comprehensive statement of financial position liability method in respect
of temporary differences between the carrying amount of assets and liabilities in the financial statements and the
corresponding tax base of those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised
to the extent that it is probable that a sufficient taxable amount will be available against which deductible temporary
differences or unused tax losses and tax offsets can be utilised. Deferred tax assets and liabilities are not recognised if
the temporary differences arise from the initial recognition of assets and liabilities (other than as a result of a business
combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not
recognised in relation to taxable differences arising from goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and
associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets
arising from deductible temporary differences associated with such investments and interests are only recognised to the
extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary
differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the assets
and the liabilities giving rise to them are realised or settled, based on tax rates and tax laws that have been enacted
or substantively enacted by the reporting date. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and
the Company/Consolidated Entity intends to settle its current tax assets and liabilities on a net basis.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
F L E E T W O O D A U S T R A L I A
61
Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in the statement of profit or loss, except when it relates to
items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it
arises from the initial accounting for a business combination, in which case it is taken into account in the determination of
goodwill.
Tax consolidation legislation
The Company and its wholly-owned Australian resident entities elected from 1 July 2003 to be taxed as a single entity.
Fleetwood Limited, as the head entity, and the subsidiaries in the tax consolidated group continue to account for their
own current and deferred tax amounts. The amounts are measured as if each entity continues to be a stand-alone
taxpayer in its own right. The current tax balances are then transferred to the head entity via intercompany balances. The
entities within the Company have entered a tax funding arrangement whereby each subsidiary will compensate the head
entity for the amount of tax payable that would be calculated as if the subsidiary was a tax paying entity.
The method used to calculate current and deferred tax amounts is summarised in note 5.
3. SALES REVENUE
CONSOLIDATED
2024
2023
CONTINUING OPERATIONS
$ ‘000
$ ‘000
Sales revenue
Recognised at a point in time:
RV Solutions
69,566
72,619
Total revenue recognised at a point in time
69,566
72,619
Recognised over time:
RV Solutions
5,344
7,706
Building Solutions
307,748
295,357
Community Solutions
33,698
33,653
Total revenue recognised over time
346,790
336,716
Total Sales Revenue
416,356
409,335
SALES REVENUE
Revenue recognised at a point in time is from the sale of recreational vehicle parts and accessories.
Revenue recognised over time from contracts with customers primarily arises from the following streams:
RV Solutions segment:
›
the installation of vehicle parts and accessories; and
›
repairs and maintenance services of customers’ vehicles.
Building Solutions segment:
›
the construction of modular building units sold to customers; and
›
the hiring of modular building units on short-term contracts.
Community Solutions segment:
›
hiring of Company-owned accommodation units; and
›
management fees for a village that was built by the Company and previously sold to a customer.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT’D)
A N N U A L R E P O R T 2 0 2 4
62
4. EXPENSES
Expenses from operations contain the following:
CONSOLIDATED
2024
2023
CONTINUING OPERATIONS
NOTE
$ ‘000
$ ‘000
Cost of sales
314,677
324,790
Employee benefits
Salaries and wages2
75,796
74,242
Equity settled share-based payments
19
324
33
Defined contribution superannuation
6,828
6,382
Total
82,948
80,657
1 Employee benefits expense included in Cost of Sales is $34.7m (FY23: $35.2m)
2 A portion of Employee Benefits expense in FY23 has been reclassified from Other expenses for comparative purposes.
Depreciation and amortisation of:
Buildings
10
33
34
Leasehold improvements
10
1,002
1,034
Plant and equipment
10
5,962
7,002
Product development
12
429
301
ERP Software
12
932
707
Right-of-use assets
16
8,174
7,757
Total
16,533
16,834
Finance costs:
Financing arrangements
777
778
Lease liabilities
805
807
Total
1,582
1,585
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
63
5. TAX EXPENSE
CURRENT TAX EXPENSE / (BENEFIT)
2024
2023
$ ‘000
$ ‘000
Current tax expense (benefit) from continuing operations
1,165
(6,747)
Current tax expense relating to prior periods
799
214
Deferred tax expense (benefit)
845
7,107
Continuing operations
2,809
574
Reconciliation of income tax expense to the accounting profit:
Profit (loss) before tax from continuing operations
6,599
2,620
The tax rate used for 2024 and 2023 is the corporate tax rate of 30%
payable by Australian corporate entities on taxable profits under
Australian tax law.
Income tax expense (benefit) calculated at 30% (2023: 30%)
1,980
786
Amortisation of leasehold improvements
8
8
Effect of lower tax rates on overseas income
(7)
(16)
Non-assessable income (Camec NZ dividend)
-
(600)
Non-deductible expenses
97
10
Sundry items
(68)
172
Adjustments relating to income tax in prior year
799
214
Continuing operations
2,809
574
DEFERRED TAX ASSETS
BALANCE
CHARGED
BALANCE
CHARGED
BALANCE
2022
TO INCOME
2023
TO INCOME
2024
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
Deferred tax relating to:
Property, plant and equipment
6,984
(2,075)
4,909
522
5,432
Employee provisions
2,422
19
2,441
137
2,579
Provision for inventory obsolescence
1,051
239
1,290
(1,077)
214
Provision for onerous contracts
4,238
(4,238)
-
-
-
Provision for warranty costs
1,065
(880)
186
(97)
90
Other provisions
535
(136)
399
(295)
104
Accruals
26
42
68
(35)
34
AASB16 leases
(256)
(78)
(333)
-
(332)
Net Deferred tax assets / (liabilities)
16,065
(7,107)
8,960
(845)
8,121
The Company anticipates future profits will be earned to utilise deferred tax assets.
The Group has a Tax asset of $7.072 million which comprises the net balance of income tax amounts expected to be
receivable from and payable to tax authorities.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
64
6. SEGMENT INFORMATION
Operating segments are based on the internal reports that are reviewed and used by the Board of Directors (chief operating
decision makers) in assessing performance and determining the allocation of resources.
BUSINESS SEGMENTS
PRODUCTS / SERVICES
RV Solutions
Manufacture, installation and distribution of recreational
vehicle parts and accessories
Building Solutions
Design, manufacture and sale of accommodation
Community Solutions
Operation of accommodation villages
Revenue and results by reportable operating segment:
SEGMENT REVENUE
AND OTHER
INCOME
DEPRECIATION AND
AMORTISATION
SEGMENT RESULT
(EBIT)
2024
2023
2024
2023
2024
2023
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
RV Solutions
75,497
80,603
3,916
3,782
1,323
6,858
Building Solutions
309,612
295,857
8,921
9,206
2,193
(5,510)
Community Solutions
33,698
33,653
2,920
3,060
11,501
10,198
Operating segment total
418,807
410,113
15,757
16,048
15,017
11,546
Unallocated
1,046
453
776
786
(6,836)
(7,341)
Total
419,853
410,566
16,533
16,834
8,181
4,205
Profit before interest and tax (EBIT)
8,181
4,205
Finance costs
(1,582)
(1,585)
Profit before income tax expense
6,599
2,620
Income tax expense
(2,809)
(574)
Profit from continuing operations
3,790
2,046
Profit attributable to members of the parent entity
3,790
2,046
The unallocated line represents the results of the corporate function of the Company.
The accounting policies of the reportable segments are the same as the Company’s accounting policies described in the
notes to the Financial Statements. Segment results represent earnings before interest and tax without the allocation of
corporate overheads.
Company assets and liabilities by reportable operating segment:
SEGMENT ASSETS
SEGMENT LIABILITIES
2024
2023
2024
2023
$ ‘000
$ ‘000
$ ‘000
$ ‘000
RV Solutions
48,288
53,411
14,996
14,155
Building Solutions
129,462
139,770
61,539
85,802
Community Solutions
26,716
21,419
3,945
4,791
Operating segment total
204,466
214,600
80,480
104,748
Unallocated
46,119
61,587
4,864
5,805
Total
250,585
276,187
85,344
110,553
For the purposes of monitoring segment performance and allocating resources all assets and liabilities are allocated to
the reportable segments other than current and deferred tax amounts and assets and liabilities directly utilised by the
Corporate entity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
65
The Company operates in two principal geographical areas - Australia (country of domicile) and New Zealand.
Company non-current assets and revenues by geographical segment:
SEGMENT NON-CURRENT ASSETS
REVENUE AND OTHER INCOME
2024
2023
2024
2023
GEOGRAPHICAL AREA
$ ‘000
$ ‘000
$ ‘000
$ ‘000
Australia
107,799
112,754
412,623
402,913
New Zealand
1,203
1,592
7,230
7,653
Total
109,002
114,346
419,853
410,566
7.
CASH AND CASH EQUIVALENTS
2024
2023
$ ‘000
$ ‘000
Cash and cash equivalents
39,330
46,578
Reconciliation of operating profit after income tax to net cash provided by operating activities:
Operating profit after income tax
3,790
2,046
Items classified as investing activities:
Loss on sale of non-current assets
(225)
(588)
Non-cash items:
Equity settled share-based payments
324
33
Depreciation and amortisation expense - continuing operations
16,533
16,834
Non-cash provisions
758
1,902
Impairment reversal of PPE
-
(754)
Other
131
(691)
Changes in assets and liabilities during the year:
(Increase) decrease in trade and other receivables
3,467
11,755
(Increase) decrease in contract assets
4,314
12,215
(Increase) decrease in inventories
5,956
(3,121)
(Increase) in other financial assets
21
(21)
Increase (decrease) in trade and other payables
9,358
(25,008)
Increase (decrease) in contract liabilities
(27,157)
7,514
Increase (decrease) in provisions
(539)
(16,773)
Increase (decrease) in other financial liabilities
21
(19)
Increase (decrease) in income taxes payable
251
(6,945)
(Increase) decrease in deferred taxes receivable
839
7,105
Net cash provided by operating activities
17,842
5,484
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
6. SEGMENT INFORMATION (CONT’D)
A N N U A L R E P O R T 2 0 2 4
66
8. TRADE AND OTHER RECEIVABLES AND CONTRACT ASSETS
2024
2023
NOTE
$ ‘000
$ ‘000
Trade and other receivables
Current
Trade receivables
34,004
36,680
Less: allowance for expected credit losses
14
(298)
(608)
Finance lease receivable
1,198
499
Other receivables
6,214
6,704
Other current assets
55
167
Total
41,173
43,442
Non-Current
Finance lease receivable2
-
1,198
Total
-
1,198
Contract assets1
Current
27,410
31,724
Non-Current
-
-
1 As of 30 June 2024, approximately $95.8 million of revenue is expected to be recognised from the remaining
performance obligations. Fleetwood expects to recognise 100% of these remaining performance obligations as revenue
over the next 12 months.
2 Fleetwood Building Solutions has leasing arrangements with a customer for the hire of modular buildings.
Trade receivables are non-interest bearing and are generally on terms ranging between 7 and 60 days. The average credit
period on sales of goods is 30 to 60 days. All trade and other debtors are expected to be settled within 60 days of year
end. Refer to note 23 for further information on receivable ageing.
The allowance for expected credit losses is allocated within the Company’s segments as shown below:
EXPECTED CREDIT LOSSES
2024
2023
NOTE
$ ‘000
$ ‘000
Current
RV Solutions
(228)
(584)
Building Solutions
(70)
(24)
Total
(298)
(608)
Refer to note 14 – Provisions for movements of the expected credit losses provision during the period.
The Company records finance lease receivables at the net present value of lease payments over the lease period as shown
below.
LEASE
PAYMENTS
FINANCE
CHARGES
NET PRESENT
VALUE
$’000
$’000
$’000
Finance Lease Receivable
Current
1,215
(17)
1,198
Non-current
-
-
-
Total
1,215
(17)
1,198
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
67
9. INVENTORIES
2024
2023
NOTE
$ ‘000
$ ‘000
Current
Raw materials & stores
7,214
9,119
Work in progress
4,445
5,181
Finished goods
15,654
22,558
Stock obsolescence provision
14
(715)
(4,304)
Total
26,598
32,554
The cost of inventories recognised as an expense during the year in respect of continuing operations was $129.9 million
(2023: $139.5 million).
The stock obsolescence provision is allocated within the Company’s segments as shown below:
2024
2023
$ ‘000
$ ‘000
Current
RV Solutions
(715)
(350)
Building Solutions
-
(3,954)
Total
(715)
(4,304)
Refer to Note 14 – Provisions for movements of the stock obsolescence provision during the period.
10. PROPERTY, PLANT AND EQUIPMENT
2024
2023
$ ‘000
$ ‘000
Freehold land
Cost
1,408
1,408
Buildings
Cost
1,343
1,343
Accumulated depreciation
(607)
(574)
736
769
Leasehold property and improvements
Cost
55,345
53,162
Accumulated amortisation
(46,789)
(44,287)
8,556
8,875
Plant and equipment
Cost
103,024
98,186
Accumulated depreciation
(79,727)
(76,821)
23,297
21,365
Assets under construction
Cost
1,100
143
Total
35,097
32,560
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
68
10. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
FREEHOLD
LAND
BUILDINGS
LEASEHOLD
PROPERTY
PLANT AND
EQUIPMENT
ASSETS
UNDER
CONSTRU-
CTION
TOTAL
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
2024 Financial Year
Balance at 1 July 2023
1,408
769
8,875
21,365
143
32,560
Additions
-
-
494
9,849
957
11,300
Transfers to ERP
-
-
-
(713)
-
(713)
Transfers to product development
-
-
-
(683)
-
(683)
Transfers to leasehold improvements
-
-
-
(189)
-
(189)
Transfers from plant and equipment
-
-
189
-
-
189
Disposals
-
-
-
(370)
-
(370)
Depreciation and amortisation
-
(33)
(1,002)
(5,962)
-
(6,997)
Balance at 30 June 2024
1,408
736
8,556
23,297
1,100
35,097
2023 Financial Year
Balance at 1 July 2022
1,408
803
8,437
24,002
696
35,346
Additions
-
-
1,472
4,679
-
6,151
Transfers to inventory
-
-
-
-
(553)
(553)
Disposals
-
-
-
(1,069)
-
(1,069)
Depreciation and amortisation
-
(34)
(1,034)
(7,001)
-
(8,069)
Impairment reversal on disposal
754
754
Balance at 30 June 2023
1,408
769
8,875
21,365
143
32,560
11. GOODWILL
2024
2023
$ ‘000
$ ‘000
Goodwill
43,522
43,522
Reconciliation of the carrying amount of Goodwill:
Gross carrying amount
Opening balance
104,046
104,046
104,046
104,046
Accumulated impairment
Opening balance
(60,524)
(60,524)
Impairment loss in respect of Building Solutions
-
-
(60,524)
(60,524)
RV Solutions
9,110
9,110
Community Solutions
2,196
2,196
Building Solutions
32,216
32,216
Total
43,522
43,522
Goodwill is allocated to the Company’s three cash-generating units: RV Solutions, Community Solutions and Building Solutions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
69
11. GOODWILL (CONT’D)
RV Solutions - Cash - Generating Unit
The recoverable amount for RV solutions has been determined based on value in use calculations. Management reviewed
the carrying value at 30 June 2024.
The key assumptions in the valuation calculations include the FY25 Board approved budget, sales growth, cost of doing
business, strategic initiatives and the discount rate. These assumptions are based on experience and the Company’s
forecasted operating performance, inclusive of the implementation of strategic initiatives.
The value in use calculations uses cash flow projections over a 5-year period, with a terminal value using a long-term
growth rate of 2.5%. The cashflow projections in Year 1 are based on the financial budgets for FY25 financial year, as
approved by the Board. The cash flow projections thereafter and into perpetuity assume a steady growth rate of 2.5%
(2023: 2.5%), which is consistent with the long-term inflation forecasts of recognised bodies, which are higher than they
were in FY23.
ASSUMPTIONS
2024
RATE
2023
RATE
Post-tax discount rate
9.5-12.0%
9.5-12.0%
Revenue and expense growth rate
2.5%
2.5%
Terminal growth rate
2.5%
2.5%
The Company has used a post-tax discount rate range of 9.5-12.0% (2023:9.5-12.0%) to assess the recoverability of
the carrying value of RVS. The outcome of the analysis is that no impairment charge will be made to goodwill as at
30 June 2024 (2023: nil). At the upper end of the discount rate range, the present value of the cashflows would result in
the carrying value not being recoverable, by less than $0.5 million. The Company is focused on the execution of several
strategic initiatives to eliminate the risk of impairment.
The Company has conducted a sensitivity analysis taking into consideration the current macro-economic conditions and
have concluded that the calculation of value in use is most sensitive to the following –
Sensitivity analysis:
ASSUMPTION
INCREASE /
(DECREASE)
2024
EFFECT
2023
EFFECT
Pre-tax discount rate
1.0%
Valuation reduction of
approximately $4.0 million.
Valuation reduction of
approximately $5.9 million.
EBITDA % margin
(0.25%)
Valuation reduction of
approximately $1.5 million.
Valuation reduction of
approximately $2.1 million.
Building Solutions Cash - Generating Unit
Building Solutions’ recoverable amount was determined using Fair value less cost to dispose. Management reviewed
the carrying value at 30 June 2024. The five-year cash flow estimates used in impairment testing were based on Board
approved budgets and external valuations of land, less cost to dispose. The outcome of the review was that no impairment
charge to goodwill (2023: nil) was recognised for Building Solutions.
The calculation of fair value less cost of disposal for the Building Solutions cash-generating unit is most sensitive to the
following assumptions summarised below:
ASSUMPTIONS
2024
2023
RATE
RATE
Post-tax discount rate
9.5-12.0%
9.5-12.0%
Revenue and expense growth rate
2.5%
2.5%
Terminal growth rate
2.5%
2.5%
Value of land
$24.5 million
$23.5 million
Cost of disposal
$0.4 million
$0.4 million
In conclusion, there are no reasonably possible changes in key assumptions which would result in the carrying amount
exceeding the recoverable amount.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
70
Sensitivity analysis:
ASSUMPTION
INCREASE /
(DECREASE)
2024
EFFECT
2023
EFFECT
Pre-tax discount rate
1.0%
Valuation reduction of
approximately $12.5 million.
Valuation reduction of
approximately $7.6 million.
EBITDA % margin
(0.25%)
Valuation reduction of
approximately $7.1 million.
Valuation reduction of
approximately $6.4 million.
Discount rate used in this analysis is the post tax discount rate range of 9.5% – 12.0% (2023: 9.5-12.0%) represents the
current market assessment of the risks specific to the cash-generating unit, taking into consideration the time value of
money and any individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The
discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived
from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is
derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-
bearing borrowings the Group is obliged to service. Segment-specific risk is incorporated by applying individual beta
factors. The beta factors are evaluated annually based on publicly available market data. Adjustments to the discount rate
are made to factor in the specific amount and timing of the future tax flows to reflect a pre-tax discount rate.
Community Solutions - Cash - Generating Unit
Community Solutions’ recoverable amount was determined using fair value less cost to dispose. Management reviewed
the carrying value at 30 June 2024. The fair value less cost to dispose used in impairment testing was based on external
valuations, based on a combination of valuations method being Capitalisation Analysis, Direct Comparison Approach and
the present value of the adopted forecast net operating profit. The outcome of the review was that no impairment charge
to goodwill (2023: nil) was recognised for Community Solutions. There are no changes in key assumptions which would
result in the carrying amount exceeding the recoverable amount.
12. INTANGIBLE ASSETS
2024
2023
$ ‘000
$ ‘000
Product development
At cost
3,828
3,408
Accumulated amortisation
(2,859)
(2,047)
969
1,361
Contract intangible
Acquired
-
14,924
Accumulated amortisation
-
(14,924)
-
-
ERP Software
At cost
7,649
4,291
Accumulated amortisation
(3,932)
(2,825)
3,717
1,466
ERP Software WIP
At cost
29
1,044
Total Intangible Assets
4,715
3,871
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
11. GOODWILL (CONT’D)
F L E E T W O O D A U S T R A L I A
71
12. INTANGIBLE ASSETS (CONT’D)
PRODUCT
DEVELOPMENT
PRODUCT
DEVELOPMENT WIP
CONTRACT
INTANGIBLE
ERP SOFTWARE
ERP SOFTWARE WIP
TOTAL
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
2024 Financial Year
Balance at 1 July 2023
1,361
-
-
1,466
1,044
3,871
Additions
24
-
-
795
662
1,481
Transferred from plant and equipment
683
-
-
713
-
1,396
Transferred from ERP WIP
-
-
-
1,677
(1,677)
-
Disposals
(670)
-
-
(2)
-
(672)
Depreciation and amortisation
(429)
-
-
(932)
-
(1,361)
Balance at 30 June 2024
969
-
-
3,717
29
4,715
2023 Financial Year
Balance at 1 July 2022
699
-
-
1,884
740
3,323
Additions
963
-
-
37
674
1,674
Transferred from ERP Software WIP
-
-
-
364
-
364
Transferred to ERP
-
-
-
-
(364)
(364)
Disposals
-
-
-
(112)
(6)
(118)
Depreciation and amortisation
(301)
-
-
(707)
-
(1,008)
Balance at 30 June 2023
1,361
-
-
1,466
1,044
3,871
Intangible assets have a useful life of 2 to 5 years.
13. TRADE AND OTHER PAYABLES AND CONTRACT LIABILITIES
2024
2023
$ ‘000
$ ‘000
Current
Trade creditors
35,968
24,083
Payments in advance
610
971
Other creditors and accruals
9,996
12,162
Total
46,574
37,216
Contract liabilities 1
11,151
38,308
1 As of 30 June 2024, approximately $95.8 million of revenue is expected to be recognised from the remaining
performance obligations. Fleetwood expects to recognise 100% of these remaining performance obligations as revenue
over the next 12 months.
Trade and other payables are non-interest bearing. The average credit period on purchases is 45 days.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
72
14. PROVISIONS
2024
2023
$ ‘000
$ ‘000
Current
Employee benefits
8,307
8,003
Warranty & defects
300
623
Other provisions
49
722
Total
8,656
9,348
Non-current
Employee benefits
290
137
Total
290
137
Aggregate employee benefits
8,597
8,140
Accruals for employee benefits represent accrued annual leave and long service leave entitlements. Based on past
experience, the consolidated entity does not expect the full amount of annual leave and long service leave balances
classified as current liabilities to be settled within the next 12 months.
The warranty & defects provision is allocated within the Company’s segments as shown below:
WARRANTY & DEFECTS
2024
2023
$ ‘000
$ ‘000
Current
Building Solutions
300
623
Total
300
623
The estimation technique for accounting for warranties and defects in the Building Solutions business has been reassessed
following growth in the size and complexity of projects undertaken.
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
2023
ARISING
DURING THE
YEAR
UTILISED
UNUSED
AMOUNTS
REVERSED
2024
NOTE
$’000
$’000
$’000
$’000
$’000
Expected credit losses
8
608
39
(349)
-
298
Stock obsolescence
9
4,304
419
(4,008)
-
715
Warranty & defects
623
300
(623)
-
300
Other
722
2
(675)
-
49
Total
6,257
760
(5,655)
-
1,362
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
73
15. FINANCING ARRANGEMENTS
2024
2023
$ ‘000
$ ‘000
Facilities available
Multi-option
46,000
46,000
Surety Bonds
35,000
35,000
Total Facilities available
81,000
81,000
Facilities utilised
Multi-option
11,501
10,354
Surety Bonds
4,621
8,364
Total Facilities utilised
16,122
18,718
Facilities not utilised
Multi-option
34,499
35,646
Surety Bonds
30,379
26,636
Total Facilities not utilised
64,878
62,282
Multi-option facility
The multi-option facility allows Fleetwood to utilise the facility available at its discretion for bank loans and bank
guarantees. Bank loans are secured by a mortgage debenture over the assets of the consolidated entity and bear interest
at a BBSY rate plus 4.35% (2023: 2.60%) cash advance fee at the date of drawdown. A facility line fee of 1.1% (2023: 1.1%)
is payable quarterly on the total facility limit. Bank guarantees are utilised for construction contracts. No liability has been
recognised in the consolidated statement of financial position in respect of bank guarantees.
Surety Bonds
Surety bonds are utilised for construction contracts. No liability has been recognised in the statement of financial position
in respect of surety bonds.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
74
16. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
GROUP AS A LESSEE
The Group has lease contracts for offices, production facilities and related warehouses, and some equipment. With the
exception of short-term leases and leases of low-value assets, each lease is reflected on the statement of financial position
as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or a rate (such as
lease payments based on a percentage of Company sales) are excluded from the initial measurement of the lease liability
and asset.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset
to another party, the right-of-use assets can only be used by the Company. Leases are either non-cancellable or may
only be cancelled by incurring a substantive termination fee. Some leases contain an option to extend the lease for a
further term. The Company is prohibited from selling or pledging the underlying leased assets as security. For leases over
office buildings and factory premises the Company must keep those properties in a good state of repair and return the
properties in their original condition at the end of the lease.
Further, the Company must insure items of property, plant and equipment and incur maintenance fees on such items in
accordance with the lease contracts.
The table below describes the nature of the Company’s leasing activities by type of right-of-use asset recognised on the
statement of financial position:
NO. OF
RIGHT-
OF-USE
ASSETS
LEASED
RANGE OF
REMAINING
TERM
AVERAGE
REMAINING
LEASE
TERM
NO. OF
LEASES
WITH
OPTIONS
TO
PURCHASE
NO. OF
LEASES
WITH
VARIABLE
PAYMENTS
LINKED TO
AN INDEX
OR RATE
NO. OF
LEASES
WITH
TERM-
INATION
OPTIONS
30 June 2024
Office buildings/spaces
4
1-3 years
2 years
-
4
-
Production facilities and warehouses
15
1-6 years
2 years
-
15
-
30 June 2023
Office buildings/spaces
4
1-4 years
4 years
-
4
-
Production facilities and warehouses
18
1-7 years
4 years
-
18
-
RIGHT-OF-USE ASSETS
The statement of financial position movements in right-of-use assets is shown below:
2024
2023
$ ‘000
$ ‘000
Cost
Opening balance
46,640
45,259
Right-of-use additions
3,107
5,646
Disposals
(5,152)
(4,265)
44,595
46,640
Accumulated depreciation
Opening balance
22,405
18,930
Depreciation charged this year
8,174
7,757
Disposals
(3,531)
(4,282)
27,048
22,405
Total
17,547
24,235
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
75
16. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (CONT’D)
LEASE LIABILITIES
Lease liabilities are presented in the statement of financial position as follows:
2024
2023
$ ‘000
$ ‘000
Lease liabilities (current)
7,294
5,970
Lease liabilities (non-current)
11,358
19,375
Total lease liabilities
18,652
25,345
The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30 June 2024 were as
follows:
MINIMUM LEASE PAYMENTS DUE
LESS THAN
1 YEAR
1-2
YEARS
2-3
YEARS
3-4
YEARS
4-5
YEARS
AFTER
5 YEARS
TOTAL
30 June 2024
Lease payments
7,902
4,572
3,892
2,805
390
194
19,755
Finance charges
(574)
(306)
(159)
(53)
(11)
-
(1,103)
Net present values
7,328
4,266
3,733
2,752
379
194
18,652
30 June 2023
Lease payments
8,489
7,019
4,099
3,617
2,882
1,313
27,419
Finance charges
(798)
(566)
(348)
(215)
(110)
(37)
(2,074)
Net present values
7,691
6,453
3,751
3,402
2,772
1,276
25,345
Lease payments not recognised as a liability
The Company has elected not to recognise a lease liability for short term leases (leases with an expected term of 12
months or less) or for low value assets. Payments made under such leases are expensed on a straight-line basis. In
addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed as
incurred.
The expense relating to payments not included in the measurement of a lease liability is as follows:
2024
2023
$ ‘000
$ ‘000
Short term and low value leases
1,241
1,125
Total
1,241
1,125
The Company as a lessee
For any new contracts entered into, the Company considers whether a contract is, or contains a lease. A lease is defined
as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time
in exchange for consideration’. To apply this definition the Company assesses whether the contract meets three key
evaluations which are whether:
›
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by
being identified at the time the asset is made available to the Company
›
the Company has the right to obtain substantially all of the economic benefits from use of the identified asset
throughout the period of use, considering its rights within the defined scope of the contract
›
the Company has the right to direct the use of the identified asset throughout the period of use. The Company
assesses whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of
use.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
76
17. EQUITY AND RESERVES
ISSUED CAPITAL
2024
2023
$ ‘000
$ ‘000
Issued and paid-up capital
94,137,579 (2023: 94,284,579) ordinary shares, fully paid
253,156
253,361
Holders of ordinary shares are entitled to receive dividends as declared and to one vote per share held.
2024
2023
# SHARES
$ ‘000
# SHARES
$ ‘000
Movements in ordinary share capital
Balance at beginning of year
94,284,579
253,361
94,198,742
253,170
Issue of shares on conversion of performance rights
-
-
85,837
191
Share buy-back
(147,000)
(205)
-
-
Balance at the end of year
94,137,579
253,156
94,284,579
253,361
2024
2023
RESERVES
$ ‘000
$ ‘000
Foreign currency translation reserve
Balance at beginning of year
97
97
Translation of foreign operations
34
-
131
97
Share Plan reserve
Balance at beginning of year
(2,084)
(2,126)
Share plan settlements
-
42
(2,084)
(2,084)
Share Based Payment reserve
Balance at beginning of year
488
837
Equity settled share-based payments
324
33
Issue of shares on conversion of performance rights
-
(191)
Forfeiture of equity settled share-based payments
(372)
(191)
440
488
Balance at end of year
(1,514)
(1,499)
Foreign currency translation reserve relates to exchange difference on the translation of foreign operations.
Share Plan reserve relates to funds advanced to the Company’s Executive Share Trust in respect of grants the Directors
have elected to satisfy by advancing money to the trust to purchase shares on market for the executive long-term
incentive plans.
2024
2023
RETAINED EARNINGS
$ ‘000
$ ‘000
Balance at beginning of year
(86,228)
(88,458)
Profit attributable to members of the parent entity
3,790
2,046
Forfeiture of equity settled share-based payments
372
191
Dividends paid to shareholders
(4,337)
-
Other
2
(7)
Balance at end of year
(86,401)
(86,228)
During the period, the 2022 plan lapsed unvested and a value of $372,213 was reversed to retained earnings.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
77
18. DIVIDEND INFORMATION
During the period the following dividends were declared by the Directors and paid to shareholders of the Company.
CONSOLIDATED
2024
2023
$ ‘000
$ ‘000
Recognised amounts
Final 2023 – paid 2.1 cents per share fully franked
1,980
-
Interim 2024 – paid 2.5 cents per share fully franked
2,357
-
Total
4,337
-
Declared and not recognised as liabilities
Final 2024 – declared 2.5 cents per share fully franked
2,353
1,978
Total
2,353
1,978
Dividend franking account
30% franking credits available to shareholders of
Fleetwood Limited for subsequent years
13,383
18,778
19. SHARE BASED PAYMENTS
The expense recognised as shared based payments for employee services received during the year is shown in the
following table:
CONSOLIDATED
2024
2023
$ ‘000
$ ‘000
Equity settled share-based payments
324
33
Total
324
33
Performance Rights Plan
Long Term Incentive (LTIP)
Long-term incentives in the form of performance rights received by Executives and employees are determined in
accordance with the provisions of the Executive Long Term Incentive Plan, which was initially approved by shareholders
at the 2018 Annual General Meeting (AGM). The objective of this plan is to retain and reward executives and to align their
long-term interests with those of shareholders.
50% of performance rights are performance tested against total shareholder return (TSR) performance, 25% are
tested against earnings per share (EPS) performance and the remaining 25% are tested against return on equity (ROE)
performance over a 3-year period from a start date (Start Date) to a test date (End Date).
The FY22 to FY24 issue will vest to 50% at the TSR equal to the ASX small industrials index and to 100% at the 75th
percentile of that index.
The FY22 to FY24 issue vests to 50% at the 7.5% compound annual growth and to 100% at a 15% annual growth rate.
Return on Capital Employed (ROCE) must be above 15% for the final 25% to vest.
The maximum amount of LTI awards is based on a percentage of the participants’ Total Fixed Remuneration (TFR).
During the period, the 2022 plan lapsed unvested and a value of $372,213 was reversed to retained earnings.
Valuation assumptions for the FY22-FY24 LTI (Performance Rights Plan)
The estimation of the fair value of share-based payment awards requires judgement concerning the appropriate valuation
methodology. The choice of valuation methodology is determined by the structure of the awards, particularly the vesting
conditions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
19. SHARE BASED PAYMENTS (CONT’D)
A Monte-Carlo simulation valuation methodology was used to determine the value relative to TSR growth – Tranche 1.
The valuation methodology used was chosen from those available to incorporate an appropriate amount of flexibility with
respect to the particular performance and vesting conditions of the award.
A Black-Scholes Option Pricing valuation methodology was used to determine the fair value of the EPS and ROCE,
Tranches 2 and 3.
The value recognised in the period for each participant has been recognised straight-line over the vesting term as in line
with accounting standards. For those portions of the granted rights with non-market vesting conditions, values have been
estimated based on management’s judgments as to the number of units expected to vest.
The following principal assumptions were used in the valuation:
PLAN
GRANT DATE
EXPIRY DATE
VESTING
TRANCHE
VOLATILITY
DIVIDEND YIELD
RISK FREE
INTEREST RATE
SHARE PRICE AT
GRANT DATE
FAIR VALUE7 AT
GRANT DATE
%
%
%
$
$
2022
23/08/21
30/06/24
1
40.00
5.00
0.10
2.74
1.47
2
40.00
5.00
0.10
2.74
2.74
3
40.00
5.00
0.10
2.74
2.74
2023–1
22/10/22
30/06/25
1
45.00
0.00
3.34
1.71
1.35
2
45.00
0.00
3.34
1.71
1.71
3
45.00
0.00
3.34
1.71
1.71
2023-2
30/03/23
30/06/25
1
40.00
0.00
2.99
1.21
0.70
2
40.00
0.00
2.99
1.21
1.21
3
40.00
0.00
2.99
1.21
1.21
2024
25/10/23
30/06/26
1
44.00
0.00
4.26
1.62
0.88
2
44.00
3.50
4.26
1.62
1.48
3
44.00
3.50
4.26
1.62
1.48
Movements during the year
The following table illustrates the valuation and movements in performance rights during the year:
PERFORMANCE RIGHTS PLAN
2024
2023-1
2023-2
2022
Grant date
25/10/2023
22/10/2022
30/03/23
23/08/21
Commencement date
01/07/23
01/07/22
01/07/22
01/07/21
Expiry date
30/6/26
30/6/25
30/6/25
30/6/24
Share Price at Grant date ($)
1.62
1.71
1.21
2.74
Fair Value at Grant date ($)
0.88
1.35
0.70
1.47
Total
Balance at the start of the year (no.)
-
222,603
1,219,879
670,435
2,112,917
Granted (no.)
1,236,502
-
-
-
1,236,502
Exercised (no.)
-
-
-
-
-
Forfeited (no.)
(222,117)
-
(342,209)
(670,435)
(1,234,761)
Balance at the end of the year (no.)
1,014,385
222,603
877,670
-
2,114,658
F L E E T W O O D A U S T R A L I A
79
19. SHARE BASED PAYMENTS (CONT’D)
Share Units Plan
Up until the implementation of the LTIP at the 2018 AGM, Executives and employees participated in the Executive Share
Unit Plan. The share units granted pursuant to the plan are noted and discussed in the 2018 Remuneration Report. The
plan will remain in effect until all granted units have been exercised, forfeited or expired. No share units have been granted
or issued since the introduction of the LTIP in 2018.
Valuation assumptions for the FY15-FY18 LTI (Share Units Plan)
The fair value at grant date for share units, is determined under option pricing methodology using a Monte-Carlo
simulation model. The expected volatility is based on historical share price volatility over the past five years, and the risk-
free interest rate and dividend yield have been assessed based on prevailing market conditions.
Key inputs to the model are as follows:
PLAN
GRANT DATE
EXPIRY DATE
VESTING
TRANCHE
VOLATILITY
DIVIDEND
YIELD
RISK FREE
INTEREST RATE
FAIR VALUE AT
GRANT DATE
EXERCISE PRICE
WEIGHTED
AVERAGE
SHARE PRICE
AT GRANT DATE
%
%
%
$
$
$
2017–1
20/12/16
18/12/21
1
49.48
3.20
2.33
0.82
1.94
1.94
2
49.48
3.20
2.33
0.74
1.94
1.94
3
49.48
3.20
2.33
0.68
1.94
1.94
2017–2
12/06/17
12/06/22
1
49.48
1.90
2.53
0.91
2.19
2.19
2
49.48
1.90
2.53
0.83
2.19
2.19
3
49.48
1.90
2.53
0.72
2.19
2.19
2018
20/12/17
20/12/22
1
51.84
1.80
2.43
1.21
2.84
2.84
2
51.84
1.80
2.43
1.12
2.84
2.84
3
51.84
1.80
2.43
1.01
2.84
2.84
Movements during the year
The following table illustrates the valuation and movements in performance rights during the year:
SHARE UNITS
2018
2017-2
2017-1
Grant date
20/12/17
12/06/17
20/12/16
Expiry date
20/12/22
12/06/22
18/12/21
Share Price at Grant date ($)
2.84
2.19
1.94
Fair Value at Grant date ($)
1.01
0.72
0.68
Total
Balance at the start of the year (no.)
95,000
60,000
10,000
165,000
Granted (no.)
-
-
-
-
Exercised (no.)
-
-
-
-
Forfeited (no.)
(50,000)
(60,000)
-
(110,000)
Balance at the end of the year (no.)
45,000
-
10,000
55,000
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
80
20. EARNINGS PER SHARE
2024
2023
$ ‘000
$ ‘000
Earnings used in the calculation of basic and diluted earnings per share
from continuing and discontinued operations
3,790
2,046
Earnings used in the calculation of basic and diluted earnings per share
from continuing operations
3,790
2,046
The weighted average number of ordinary shares used in the calculation of diluted earnings per share reconciles to the
weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:
WEIGHTED AVERAGE
NUMBER OF
SHARES USED
2024
2023
Weighted average number of ordinary shares used
in the calculation of basic EPS
94,277,330
94,284,579
Weighted average number of ordinary shares used
in the calculation of diluted EPS
94,277,330
94,284,579
EARNINGS (LOSS) PER SHARE
CENTS
CENTS
Basic earnings (loss) per share
4.0
2.2
Diluted earnings (loss) per share
4.0
2.2
21. AUDITORS REMUNERATION
Fleetwood Limited’s auditor in FY24 is Ernst & Young.
2024
2023
$
$
Audit and review services
421,300
333,000
Other services – Tax services
34,600
62,620
455,900
395,620
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
81
22. DEED OF CROSS GUARANTEE
Fleetwood Limited and certain wholly-owned subsidiaries are parties to a Deed of Cross Guarantee under which each
company guarantees the debts of the other. By entering into the Deed, the wholly-owned entities have been relieved from
the requirement to prepare a financial report and directors’ report under ASIC Corporations (Wholly-owned Companies)
Instrument 2016/785 issued by the Australian Securities and Investments Commission.
The companies below represent a ‘closed group’ for the purposes of the class order:
›
Fleetwood Limited
›
Camec Pty Ltd
›
Northern RV Pty Ltd
›
Recreational Vehicle Concepts Pty Ltd
›
Fleetwood WA & SA Pty Ltd (formerly Fleetwood Pty Ltd)
›
Glyde Digital Pty Ltd (formerly ACN 050 031 993 Pty Ltd)
›
Fleetwood VIC & QLD Pty Ltd (formerly BRB Modular Pty Ltd)
›
Fleetwood NSW Pty Ltd (formerly Modular Building Systems Pty Ltd)
›
Fleetwood Finance (WA) Pty Ltd
Set out below is a consolidated statement of comprehensive income and statement of financial position of the ‘closed
group’.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED
2024
2023
Deed of cross guarantee
$’000
$’000
Sales revenue
410,062
403,495
Other income
3,470
1,223
Materials used
(125,308)
(135,929)
Sub-contract costs
(144,373)
(142,201)
Employee benefits expense
(82,522)
(80,173)
Rent expense
(1,241)
(1,123)
Impairment of assets
-
(2,742)
Warranty and defects expense
(300)
(550)
Other expenses
(36,066)
(22,165)
Profit (loss) before interest, tax, depreciation and amortisation (EBITDA)
23,722
19,835
Depreciation and amortisation expense
(16,153)
(16,463)
Profit (loss) before interest and tax (EBIT)
7,569
3,372
Finance costs
(1,513)
(1,523)
Profit (loss) before income tax expense
6,056
1,849
Income tax expense
(2,711)
(379)
Total profit (loss) for the year
3,345
1,470
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
82
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
22. DEED OF CROSS GUARANTEE (CONT’D)
STATEMENT OF FINANCIAL POSITION
CONSOLIDATED
2024
2023
Deed of cross guarantee
$’000
$’000
Current assets
Cash and cash equivalents
37,694
46,402
Trade and other receivables
40,047
42,319
Contract assets
27,410
31,724
Inventories
24,662
29,511
Other financial assets
-
21
Tax assets
7,492
8,215
Total current assets
137,305
158,192
Non-current assets
Trade and other receivables
-
1,198
Investments
78
77
Property, plant and equipment
35,090
32,548
Right-of-use assets
16,344
22,642
Goodwill
43,522
43,522
Intangible assets
4,715
3,871
Deferred tax assets
8,016
8,861
Total non-current assets
107,765
112,719
Total assets
245,070
270,911
Current liabilities
Trade and other payables
45,927
36,770
Contract liabilities
11,151
38,308
Lease liabilities
6,933
5,630
Provisions
8,748
9,555
Other financial liabilities
21
-
Total current liabilities
72,780
90,263
Non-current liabilities
Related party loans
117
122
Lease liabilities
10,435
18,077
Provisions
290
137
Total non-current liabilities
10,842
18,336
Total liabilities
83,622
108,599
Net assets
161,448
162,312
Equity
Issued capital
253,152
253,356
Reserves
(1,485)
(1,429)
Retained earnings
(90,219)
(89,615)
Total equity
161,448
162,312
F L E E T W O O D A U S T R A L I A
83
23. FINANCIAL RISK MANAGEMENT
CAPITAL MANAGEMENT
The Company manages capital to ensure it will be able to continue as a going concern, while maximising returns to
shareholders through optimisation of debt and equity balances. The categories of financial instruments of the entity are
apparent from the statement of financial position.
The capital structure of the Company includes borrowings and related repayment terms (as detailed in note 15), cash and
cash equivalents (as detailed in note 7) and equity attributable to equity holders of the parent, comprising issued capital,
reserves and retained earnings (as detailed in note 17).
Operating cash flows are used to maintain and expand the Company’s operating assets, make payments of tax and
dividends and to repay debt. Company policy is to borrow centrally to meet funding requirements. The Company does
not have a target gearing ratio.
The Company has covenants imposed under its facility agreement with its financier.
FINANCIAL RISK MANAGEMENT OBJECTIVES
Financial instruments comprise cash, receivables, payables, hire purchase creditors, and bank loans. All financial
instruments except forward foreign exchange contracts are carried at amortised cost. The Company manages its
exposure to key financial risks, including interest rate and currency risk in accordance with the Company financial risk
management framework. The objective of the framework is to support delivery of financial targets whilst providing
financial security.
The main financial instrument risks are interest rate, foreign currency, credit and liquidity risk. Different methods are used
to measure and manage risks including monitoring exposure to interest and foreign exchange rates and assessments of
market forecasts for interest and foreign exchange rates. Ageing analysis and monitoring of specific credit allowances are
undertaken to manage credit risk. Liquidity risk is monitored through the development of rolling cash flow forecasts.
FOREIGN CURRENCY RISK MANAGEMENT
The Company undertakes transactions denominated in foreign currencies. Consequently, exposures to exchange rate
fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward exchange
contracts. The Company is mainly exposed to United States Dollars and the Euro.
- 10%
+ 10%
30 JUNE 2024
USD
EURO
TOTAL
USD
EURO
TOTAL
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
2024 Profit
(47)
(62)
(109)
47
62
109
2023 Profit
(1)
(132)
(133)
1
132
133
2024 Equity
(47)
(62)
(109)
47
62
109
2023 Equity
(1)
(132)
(133)
1
132
133
FORWARD FOREIGN EXCHANGE CONTRACTS
Company policy is to enter into forward foreign exchange contracts to manage the risk associated with anticipated
purchases denominated in foreign currency. Anticipated purchases are assessed out to twelve months from the date the
contract is entered into, with 0-100% of the anticipated exposure covered. Basis adjustments are made to the carrying
amounts of non-financial items when the anticipated purchase transaction takes place.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
84
23. FINANCIAL RISK MANAGEMENT (CONT’D)
OUTSTANDING
CONTRACTS
AVERAGE
EXCHANGE RATE
FOREIGN CURRENCY
NOTIONAL VALUE
FAIR VALUE
2024
2023
2024
2023
2024
2023
2024
2023
$
$
FC’000
FC’000
$’000
$’000
$’000
$’000
Buy USD
Less than 3 months
0.67
0.67
1,284
503
1,926
751
(34)
15
3 to 6 months
0.67
-
1,200
-
1,790
-
(7)
-
6 to 12 months
-
-
-
-
-
-
-
Buy Euro
Less than 3 months
0.61
0.62
897
557
1,481
899
8
6
3 to 6 months
0.61
-
350
-
573
-
12
-
6 to 12 months
-
-
-
-
-
-
(21)
21
During 2024 a loss of $41,877, was recognised in profit and loss pertaining to forward exchange contracts
(2023: $21,130 gain)
INTEREST RATE RISK MANAGEMENT
Interest rate risk arises from borrowings. Company policy is to manage finance costs by using a mix of fixed and variable
rate debt after considering market forecasts.
- 75 BPS
+ 75 BPS
CARRYING
AMOUNT
PROFIT
EQUITY
PROFIT
EQUITY
$ ‘000
$ ‘000
$ ‘000
$ ‘000
$ ‘000
Financial assets
2024 - Cash and cash equivalents
39,330
(295)
(295)
295
295
2023 - Cash and cash equivalents
46,578
(349)
(349)
349
349
Financial liabilities
2024 - Borrowings
-
-
-
-
-
2023 - Borrowings
-
-
-
-
-
2024
(295)
(295)
295
295
2023
(349)
(349)
349
349
CREDIT RISK MANAGEMENT
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the Company. Company policy is to deal with creditworthy counterparties and obtain sufficient collateral where
appropriate as a means of mitigating the risk of financial loss from default. Reviews of customer creditworthiness are
undertaken before payment and delivery terms are offered. The review assesses credit quality of the customer, taking
into account its financial position, past experience, industry reputation and other factors. Purchase limits are established
for each customer, and compliance with credit limits is regularly monitored. Customers that fail to meet benchmark
creditworthiness may transact with the Company only on a prepayment basis. Sales to retail customers are required to be
settled in cash or by using major credit cards, mitigating credit risk.
With respect to credit risk arising from other financial assets of the Company, which comprise cash and cash equivalents, the
Company’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying
amount of these instruments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
23. FINANCIAL RISK MANAGEMENT (CONT’D)
The Company’s maximum exposure to credit risk at the report date was:
2024
2023
NOTE
$ ‘000
$ ‘000
Cash and cash equivalents
7
39,330
46,578
Trade receivables
8
34,004
36,680
Contract assets
8
27,410
31,724
100,744
114,982
The Company applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables
and contract assets. In measuring the expected credit losses, the trade receivables have been assessed on an individual
customer basis. They have been grouped based on the days past due.
Trade receivables are written off (derecognised) when there is no reasonable expectation of recovery. Cessation of
customer operations or failure to engage with the Company on alternative payment arrangement amongst others are
considered indicators of no reasonable expectation of recovery.
All contract assets are current assets and aged less than 12 months.
The aging of the Company’s non-impaired trade receivables past due at reporting date was:
CURRENT
GREATER THAN
30 DAYS
GREATER THAN
60 DAYS
TOTAL
30 June 2024
Gross carrying amount ($’000s)
22,175
7,991
3,838
34,004
Expected credit loss rate ($’000s)
-
-
(298)
(298)
Lifetime expected credit loss
0%
0%
8%
1%
30 June 2023
Gross carrying amount ($’000s)
24,071
9,649
2,960
36,680
Expected credit loss rate ($’000s)
-
8
600
608
Lifetime expected credit loss
0%
0%
20%
2%
The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure
to credit risk.
LIQUIDITY RISK MANAGEMENT
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate
liquidity risk framework for the management of short, medium and long-term funding. Liquidity risk is managed by
maintaining adequate reserves and banking facilities, by monitoring forecast and actual cash flows and by matching the
maturity profiles of financial assets and liabilities. Note 16 lists unused facilities that the Company has at its disposal to
reduce liquidity risk. The remaining contractual maturities of the Company are:
›
3 months or less: Trade and other payables as disclosed at note 13. Trade and other payables do not attract an
interest charge and are expected to be settled within 60 days of year end.
›
12 months or less: Lease Liabilities as disclosed at note 16.
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The fair value of financial assets and liabilities recognised in the statement of financial position is based on cash flows
due from customers or payable to suppliers. The cash flows have not been discounted to their present value, except as
disclosed in the table below. The carrying values approximate fair value. The fair values of financial instruments are derived
from quoted prices (unadjusted) in active markets for identical assets or liabilities. There are clearly observable quoted
prices for financial instruments held by the Company. Some of the Company’s financial assets and liabilities are measured
at fair value and the end of each reporting period. Information about how the fair values of these financial liabilities are
determined (in particular, the valuation techniques and inputs used).
A N N U A L R E P O R T 2 0 2 4
86
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
FAIR VALUE AS AT
FAIR VALUE
HIERARCHY
VALUATION TECHNIQUE AND KEY INPUTS
2024
2023
$’000
$’000
Financial assets
-
21
Level 2
Discounted cash flow. Future cash flows are
estimated based on forward exchange rates
and contract forward rates, discounted to their
present value.
Foreign currency forward
contracts
Financial liabilities
21
Nil
Level 2
Discounted cash flow. Future cash flows are
estimated based on forward exchange rates
and contract forward rates, discounted to their
present value.
Foreign currency forward
contracts
24. CONTINGENT LIABILITIES
Under the terms of the Deed of Cross Guarantee, the Company has guaranteed the repayment of all current and non-
current liabilities totalling $83,130,000 (2023: $108,599,000) in the event any of the entities which are party to the Deed
are wound up.
The Directors are not aware of any circumstances or information that would lead them to believe these liabilities will
crystallise and consequently no provisions are included in the financial statements in respect of these matters.
Certain claims arising out of construction and insurance contracts have been made by or against controlled entities in the
ordinary course of business, some of which involved litigation or adjudication. The Directors do not consider the outcome
of any of these claims will have a material adverse impact on the financial position of the consolidated entity.
25. RELATED PARTIES
DIRECTORS
The names of each person holding the position of Director of Fleetwood Limited during the financial year were John
Klepec, Bruce Nicholson, Adrienne Parker, Jeff Dowling, Mark Southey, and Martin Monro.
No Director has entered into a material contract with the Company or the consolidated entity during and since the end of
the financial year and there were no material contracts involving directors’ interests existing at year-end.
Directors of the Company or its controlled entities may purchase goods from the consolidated entity. These purchases are
on the same terms and conditions as those entered into by other consolidated entity employees.
Further information on remuneration of directors and key management personnel can be found in the Remuneration
Report.
KEY MANAGEMENT PERSONNEL
Aggregate compensation of the key management personnel of the consolidated entity and the Company for the year:
CONSOLIDATED
2024
2023
$
$
Short-term employee benefits
3,877,748
4,197,373
Post-employment benefits
278,407
291,185
Other long-term benefits
187,553
210,368
Share-based payments
71,824
(132,740)
Total
4,415,531
4,566,186
Transactions between Fleetwood Limited and its related parties
During the financial year subsidiaries of the parent company paid nil (2023: $2,000,000) dividends to the parent entity.
Non-current loans totaling $127,387,588 (2023: $123,271,481) repayable to the parent are outstanding at reporting date.
Transactions and balances between the Company and its subsidiaries were eliminated in the preparation of the
consolidated financial statements of the Company.
23. FINANCIAL RISK MANAGEMENT (CONT’D)
F L E E T W O O D A U S T R A L I A
87
26. PARENT ENTITY DISCLOSURES
PARENT
2024
2023
NOTE
$’000
$’000
26.1 Financial position
Assets
Current assets
38,165
51,320
Non-current assets
93,541
164,469
Total assets
131,706
215,789
Liabilities
Current liabilities
2,750
2,702
Non-current liabilities
2,797
3,142
Total liabilities
5,547
5,844
Net Assets
126,159
209,945
Equity
Issued capital
253,156
253,361
Reserves
(1,645)
(1,597)
Retained earnings
(124,352)
(41,819)
Total equity
126,159
209,945
26.2 Financial performance
(Loss) / profit for the year
(79,568)
(241)
Other comprehensive income
-
-
Total comprehensive loss
(79,568)
(241)
26.3 Guarantees entered into by the parent entity
Guarantee provided under the deed of cross guarantee
22
83,622
108,599
The accounting policies of the parent entity which have been applied in determining the financial information above are
the same as those applied in the consolidated financial statements.
Under the terms of the Deed of Cross Guarantee, the Company has guaranteed the repayment of all current and non-
current liabilities totaling $83,130,000 (2023: $108,599,000) in the event any of the entities which are party to the Deed
are wound up.
The parent entity had no other contingent liabilities as at 30 June 2024 (2023: nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
A N N U A L R E P O R T 2 0 2 4
88
27. CONTROLLED ENTITIES
Fleetwood Limited (Ultimate parent entity)
Continuing Operations
CONTROLLED ENTITIES
PLACE OF
INCORPORATION
PRINCIPAL ACTIVITIES
INTEREST HELD (%)
2024
2023
Northern RV Pty Ltd
ACN 008 763 193
Australia
Caravan plumbing and electrical services
and parts supplier.
100
100
Camec Pty Ltd
ACN 004 846 584
Australia
Manufacturer and distributor of parts
and accessories to the recreational
vehicles industry.
100
100
Camec (NZ) Limited
NZBN 9429038762321
New Zealand
Manufacturer and distributor of parts
and accessories to the recreational
vehicles industry.
100
100
Fleetwood VIC & QLD Pty Ltd
ACN 114 678 349
Australia
Accommodation solutions provider to
the resources, education and affordable
housing sectors.
100
100
Fleetwood WA & SA Pty Ltd
ACN 009 306 950
Australia
Accommodation solutions provider to
the resources, education and affordable
housing sectors.
100
100
Fleetwood NSW Pty Ltd
ACN 127 380 330
Australia
Accommodation solutions provider to the
resources, education, affordable housing
and corrections sectors.
100
100
Glyde Digital Pty Ltd
ACN 050 031 993
Australia
Development and commercialisation of a
keyless lock and energy management system.
100
100
Fleetwood Share Plans Pty Ltd
ACN 603 368 903
Australia
Administration of Employee Long
Term Incentive Plan
100
100
Discontinued and Dormant operations
CONTROLLED ENTITIES
PLACE OF
INCORPORATION
PRINCIPAL ACTIVITIES
INTEREST HELD (%)
2024
2023
Fleetwood Finance
(WA) Pty Ltd
ACN 008 740 743
Australia
Dormant
100
100
Recreational Vehicle
Concepts Pty Ltd
ACN 008 682 513
Australia
Dormant
100
100
ACN 625 111 328 Pty Ltd
Australia
Dormant
100
100
ACN 625 109 702 Pty Ltd
Australia
Dormant
100
100
ACN 625 109 793 Pty Ltd
Australia
Dormant
100
100
Fleetwood Limited
NZBN 9429038426193
New Zealand
Dormant
100
100
Fleetwood Limited is the head entity within the tax consolidated group. All companies incorporated in Australia are
members of the tax consolidated group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
F L E E T W O O D A U S T R A L I A
89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONT’D)
For the year ended 30 June 2024
28. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
On 19 August 2024, the Company announced the appointment of Ms Samantha Thomas as General Counsel and Company
Secretary, following the resignation of Ms Elizabeth Maynard.
On 28 August 2024, the Directors declared a final dividend of 2.5 cents per share with respect to the year ended
30 June 2024.
No adjusting or significant non-adjusting events occurred between the reporting date and the date of authorisation
of this report.
90
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
For the year ended 30 June 2024
Basis of Preparation
The consolidated entity disclosure statement has been prepared in accordance with subsection 295(3A)(a) of the
Corporations Act 2001. The entities listed in the statement are Fleetwood Limited and all the entities it controls in
accordance with AASB10 Consolidated Financial Statements.
The percentage of share capital disclosed for bodies included in the statement represents the economic interest
consolidated in the consolidated financial statements.
There are no trusts, partnerships or joint ventures within the consolidated entity. Accordingly, none the above entities were
a trustee of a trust within the consolidated entity, a partner in a partnership within the consolidated entity, or a participant
in a joint venture within the consolidated entity.
Fleetwood Limited is the head entity within the tax consolidated group. All companies incorporated in Australia are
member of the tax consolidated group in Australia.
Continuing Operations
CONTROLLED
ENTITIES
COMPANY
NUMBER
TYPE OF
ENTITY
INTEREST HELD (%)
PLACE OF BUSINESS/
COUNTRY OF
INCORPORATION
AUSTRALIAN TAX
RESIDENT OR FOREIGN
TAX RESIDENT
FOREIGN JURISDICTION(S)
OF FOREIGN TAX RESIDENTS
PRINCIPAL
ACTIVITIES
Northern RV
Pty Ltd
008 763 193
Body
Corporate
100
Australia
Australian
n/a
Caravan plumbing and electrical
services and parts supplier.
Camec Pty Ltd
004 846 584
Body
Corporate
100
Australia
Australian
n/a
Manufacturer and distributor
of parts and accessories to the
recreational vehicles industry.
Camec (NZ)
Limited
NZBN
9429038762321
Body
Corporate
100
New
Zealand
Australian
n/a
Manufacturer and distributor
of parts and accessories to the
recreational vehicles industry.
Fleetwood VIC
& QLD Pty Ltd
114 678 349
Body
Corporate
100
Australia
Australian
n/a
Accommodation solutions provider
to the resources, education and
affordable housing sectors.
Fleetwood WA
& SA Pty Ltd
009 306 950
Body
Corporate
100
Australia
Australian
n/a
Accommodation solutions provider
to the resources, education and
affordable housing sectors.
Fleetwood
NSW
Pty Ltd
127 380 330
Body
Corporate
100
Australia
Australian
n/a
Accommodation solutions provider
to the resources, education,
affordable housing and corrections
sectors.
Fleetwood
Share Plans
Pty Ltd
603 368 903
Body
Corporate
100
Australia
Australian
n/a
Administration of Employee Long
Term Incentive Plan.
Glyde Digital
Pty Ltd
050 031 993
Body
Corporate
100
Australia
Australian
n/a
Development and
commercialisation of a keyless lock
and energy management system.
F L E E T W O O D A U S T R A L I A
91
Discontinued and Dormant operations
CONTROLLED
ENTITIES
COMPANY
NUMBER
TYPE OF ENTITY
INTEREST HELD (%)
PLACE OF INCORPORATION
AUSTRALIAN
RESIDENT OR
FOREIGN
RESIDENT
FOREIGN
JURISDICTION(S)
OF FOREIGN
RESIDENTS 1
PRINCIPAL ACTIVITIES
2024
Fleetwood Finance
(WA) Pty Ltd
08 740 743
Body
Corporate
100
Australia
Australian
n/a
Dormant
Recreational Vehicle
Concepts Pty Ltd
008 682 513
Body
Corporate
100
Australia
Australian
n/a
Dormant
ACN 625 111 328
Pty Ltd
625 111 328
Body
Corporate
100
Australia
Australian
n/a
Dormant
ACN 625 109 702
Pty Ltd
625 109 702
Body
Corporate
100
Australia
Australian
n/a
Dormant
ACN 625 109 793
Pty Ltd
625 109 793
Body
Corporate
100
Australia
Australian
n/a
Dormant
Fleetwood Limited
NZBN
9429038426193
Body
Corporate
100
New Zealand
Foreign
New Zealand
Dormant
CONSOLIDATED ENTITY DISCLOSURE STATEMENT (CONT’D)
For the year ended 30 June 2024
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92
INDEPENDENT AUDITOR’S REPORT
For the year ended 30 June 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor’s report to the members of Fleetwood Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Fleetwood Limited (the Company) and its subsidiaries
(collectively 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,
consolidated statement of changes in equity and consolidated statement of cash flows for the year
then ended, notes to the financial statements, including material accounting policy information, the
consolidated entity disclosure statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a.
Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2024
and of its consolidated financial performance for the year ended on that date; and
b.
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.
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93
INDEPENDENT AUDITOR’S REPORT (CONT’D)
For the year ended 30 June 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
2
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
Revenue Recognition on Construction Contracts
Why significant
How our audit addressed the key audit matter
The Group recognises revenue from
construction contracts in accordance with the
requirements of AASB 15 Revenues from
Contracts with Customers, by measuring the
percentage of completion with reference to
costs incurred relative to the total expected
costs to be incurred on each contract. Total
revenue recognised in connection with
construction contracts for the year ended 30
June 2024 was $307.7 million.
This is a key audit matter due to the degree of
complexity, estimation and judgement
required with regard to:
•
Determining the transaction price under
the customer contract
•
Assessing the total contract costs
•
Measuring the Group’s progress towards
the complete satisfaction of the
performance obligations under the
customer contract
The Group’s accounting policies and
disclosures for revenue are detailed in Note 2
(ii) Critical Accounting Estimates and
Judgements, Note 2E Material Accounting
Policies, Note 2 Sales Revenue and Note 7
Trade and Other Receivables and Contract
Assets of the financial report.
The primary audit procedures we performed,
amongst others, included the following:
•
We selected construction contracts on a sample
basis and:
•
Held discussions with applicable Group
executives to understand the specific terms
and risks of those contracts to assess the
revenue recognition policies adopted by the
Group.
•
Understood the performance and status of
the major contracts through enquiries with
Group executives with oversight over the
various contract portfolios.
•
Assessed the contract status through the
examination of external evidence, such as
signed contracts, approved variations and
customer correspondence.
•
Analysed the Group’s estimates of total
contract costs and forecast costs to
complete.
•
Tested costs incurred during the year to
supporting documentation such as supplier
invoices or approved timesheets and the
basis of cost allocation to projects.
•
Recalculated the percentage of completion
based on the forecasted final costs and the
total actual costs incurred.
•
Recalculated the revenue recognised based
on the percentage of completion.
We assessed the Group’s accounting policies and the
adequacy of its related disclosures in the financial
report.
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INDEPENDENT AUDITOR’S REPORT (CONT’D)
For the year ended 30 June 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
3
Goodwill Impairment Assessment – Building Solutions and RV Solutions
Why significant
How our audit addressed the key audit matter
As at 30 June 2024, the Group carries $32.2
million in Goodwill in the Building Solutions
cash generating unit and $9.1 million in
Goodwill in the RV Solutions cash generating
unit (CGUs). In accordance with the
requirements of Australian Accounting
Standards, the Group is required to test all
CGUs annually for impairment where goodwill
is present. The Group assesses the
recoverable amount of Building Solutions CGU
using fair value less cost to dispose. The
Group assesses the recoverable amount of
the RV Solutions CGU based on value in use
calculations.
As disclosed in Note 10 to the financial
statements, no impairment loss and thus
write down of goodwill was recognised during
the year (2023: nil).
Assumptions used in the forecasting of cash
flows are highly judgmental and inherently
subjective. As disclosed in Note 10 to the
financial statements, the fair value less cost
of disposal and value in use calculations are
sensitive to a number of key assumptions
requiring management judgement. As a
result, we considered the recoverability of the
carrying value of the Building Solutions and
RV Solutions cash generating units (CGUs)
and the related disclosures in the financial
report to be a key audit matter.
The primary audit procedures we performed included
the following:
•
Assessed whether the methodology applied by the
Group in testing the recoverable amount of
Building Solutions CGU and RV Solutions CGU met
the requirements of Australian Accounting
Standards.
•
Assessed the basis for the determination of the
Group’s CGUs based on our understanding of the
nature of the Group’s business, the
interdependence of cash flows, and the economic
environment in which it operates.
•
Assessed whether all assets and liabilities have
been correctly allocated to the CGU’s.
•
In conjunction with our valuation specialists:
•
Tested the mathematical accuracy of the
discounted cash flow models and cost to sell
calculation.
•
Assessed the cash flow forecasts with
reference to historical budgeting accuracy and
current trading performance, historical growth
rates, historical operating results, market data
and forecasts, ratio analysis, and discussions
with management and senior executives.
•
Assessed the discount rates, terminal growth
rates and cost of disposal with reference to
publicly available information on comparable
companies in the industry and markets in
which the Group operates.
•
Reviewed the methodology and assumptions
used in valuing the land property of the
Building Solutions CGU.
•
Performed sensitivity analyses and evaluated
the impact of reasonably possible changes in
assumptions on the recoverable amount.
We also assessed the adequacy of the disclosures as
described in Note 10 of the financial report.
F L E E T W O O D A U S T R A L I A
95
INDEPENDENT AUDITOR’S REPORT (CONT’D)
For the year ended 30 June 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
4
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2024 annual report, 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 accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of:
►
The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001; and
►
The consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
►
The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free from material misstatement, whether due to fraud or error; and
►
The consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITOR’S REPORT (CONT’D)
For the year ended 30 June 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
5
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
►
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
►
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
►
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
►
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
►
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
F L E E T W O O D A U S T R A L I A
97
INDEPENDENT AUDITOR’S REPORT (CONT’D)
For the year ended 30 June 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
6
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30
June 2024.
In our opinion, the Remuneration Report of Fleetwood 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.
Ernst & Young
Fiona Drummond
Partner
Perth
28 August 2024
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ASX ADDITIONAL INFORMATION
As at 21 August 2024
Additional Information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in
this report is set out below:
FULLY PAID ORDINARY SHARES
Twenty largest shareholders
NAME
NUMBER OF
ORDINARY
SHARES HELD
% OF SHARES
ON
ISSUE
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
16,669,594
17.71%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
12,673,313
13.46%
PALM BEACH NOMINEES PTY LIMITED
12,551,776
13.33%
CITICORP NOMINEES PTY LIMITED
10,650,572
11.31%
KARRAD PTY LTD
7,344,389
7.80%
SANDHURST TRUSTEES LTD
5,509,035
5.85%
JARLI PTY LTD
1,119,000
1.19%
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
909,537
0.97%
EQUITY PLAN SERVICES PTY LTD
877,340
0.93%
RYDER INVESTMENT MANAGEMENT PTY LTD
765,000
0.81%
BNP PARIBAS NOMS PTY LTD
478,309
0.51%
MR JIM KOUMIDES + MRS LUCY KOUMIDES
406,424
0.43%
KAILVA PTY LTD
400,000
0.42%
TOP END ENTERPRISES PTY LTD
380,000
0.40%
MRS LUCY KOUMIDES
351,534
0.37%
BNP PARIBAS NOMINEES PTY LTD
343,949
0.37%
MR GREG TATE
338,873
0.36%
MR JOHN IAN AMOS + MRS CINTRA GAIL AMOS
329,143
0.35%
JS MILLNER HOLDINGS PTY LTD
320,000
0.34%
MR CHRISTOPHER STUART KING
260,000
0.28%
72,677,788
77.20%
Other minority shareholders
21,459,791
22.80%
TOTAL FULLY PAID ORDINARY SHARES (FWD)
94,137,579
100.00%
Substantial shareholders
The number of shares held by substantial shareholders are set out below:
Name
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
16,669,594
17.71%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
12,673,313
13.46%
PALM BEACH NOMINEES PTY LIMITED
12,551,776
13.33%
CITICORP NOMINEES PTY LIMITED
10,650,572
11.31%
KARRAD PTY LTD
7,344,389
7.80%
SANDHURST TRUSTEES LTD
5,509,035
5.85%
65,398,679
69.47%
F L E E T W O O D A U S T R A L I A
99
ASX ADDITIONAL INFORMATION (CONT’D)
As at 21 August 2024
Distribution of equity security holders
CATEGORY
NUMBER OF
SHAREHOLDERS
%
1 -1,000
1,615
0.72%
1,001 - 5,000
1,398
3.69%
5,001 - 10,000
376
2.94%
10,001 - 100,000
443
12.47%
100,001 and over
37
80.18%
3,869
100.00%
Unmarketable Parcels
Shareholders holding less than a marketable parcel
(Minimum $ 500.00 parcel at $ 1.6300 per unit)
700
Voting rights of shareholders
On a show of hands, every member in person or by proxy shall have one vote. Upon a poll, voting rights of such members
shall be one vote for each share held.
PERFORMANCE RIGHTS
As at 21 August 2024, the Company has 2,114,658 unquoted performance rights (FWDAR) on issue, held by 22 employees
pursuant to an employee incentive scheme.
Distribution of performance rights holders
CATEGORY
NUMBER OF
HOLDERS
%
1 -1,000
-
0.00%
1,001 - 5,000
-
0.00%
5,001 - 10,000
-
0.00%
10,001 - 100,000
17
77.27%
100,001 and over
5
22.73%
22
100.00%
Voting rights of performance rights holders
Performance rights holders are not entitled to voting rights. Upon conversion to fully paid ordinary shares, holders will
have voting rights equal to the rights of shareholders.
On market buy-back
The Company’s on market buy-back is currently suspended. The last notice of buy-back of shares was 14 June 2024.
Other information
Fleetwood Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares (ASX:FWD).
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Annual Report for the year ended 30 June 2024
Fleetwood Limited ABN 69 009 205 261